Twilight and her friends sat at a picnic table after getting takeout talking about what they thought about what's going on.

"And I said, That's not a bagel." Pinkie said happily before stuffing a cupcake into her mouth.

"Anyway." Sighed Spike. "These lessons aren't that bad." A nod of agreement was shared with the girls. "But why do you think he wants to be alone so much?"

"Maybe he just likes his privacy." Applejack suggested.

"Maybe he's looking for an awesome place for training."

"Maybe he's hiding something." Twilight suggested.

The girls and Spike looked at Twilight. "What would give you that impression, dear?" Rarity asked in concern.

Twilight shook her head. "What else would it be?" She asked sarcastically. "You saw yourselves. How he's been eyeing us."

"Ya. So we don't mess up or get hurt." Rainbow countered.

"Then what about how he hovers over us?"

"Excuse me?" Rainbow spat. "I didn't know hovering bothered you so much."

"That's not what I meant. You're different."

"We shouldn't jump to conclusions." Fluttershy said in her soft whisperlite voice.

"I'm sorry dear but it sounds like you're looking for reasons to not trust him." Rarity pointed out.

"But we can't trust him."

"Like changelings?" Spike asked as soon as she finished.

"Exactly like changelings." No sooner did the words escape her lips did Twilight realize what she had admitted. Looking at her friends she saw a look of shock, disgust, betrayal, and shame. "I... I... I didn't mean..." was all she could say as she sat frozen in place.

"Come on girls. Let's go." Rainbow huffed as the group got up and started walking off.

Spike who had his eyes on Twilight since his question got up. "Spike I..."

"I thought you would stop after the queen changed... but I guess I was wrong." Without another word he left with the others.

After a few minutes a white unicorn stallion in a tuxedo and tophat. His cutie mark was that of a clock twisted into the shape of an 8. "Well. This is a sight to see." He laughed before waiting for a reaction. "Twilight Sparkle. The princess of friendship. Not wanting to trust and learn."

This time he got a reaction. Her ear twitched before she spoke. "Ya... and don't forget the destroyer of friendship."

The stallion rolled his eyes. "If I had a bit for every time I heard that." He joked before sitting across from her. "Tell me. What happened that got you here?" Twilight sighed and started retelling the events that got her there.

Once in the center of town everypony stopped. "See you girls later." Spike said with a smile. "Come on Scoot. I'll get you back..." Spike froze and looked around. "Anypony seen Scootaloo?"

The girls looked around till Fluttershy gasped looking at the forest. "You don't think she'd?" With that the girls ran for the forest.

Twilight finished her story as the stallion thought for a moment. "Sounds like you have some apologies to make." His ear twitched causing him to stand quickly. "Your friends need you and I should go. Bye." He said, causing Twilight to look to where her friends went before looking back to find nothing. Getting up she quickly made her way to where her friends were running.

Scootaloo gulped as she made her way through the trees. "Phoenix?!" She called nervously. She had never gone this far and she lost the trail some time ago. But she didn't plan on stopping her search. At least till the sound of a snapping branch caught her attention. Her eyes went wide as she looked at where the sound came from, with just enough time to scream.

It took several minutes after the scream was heard for the seven friends to arrive at the source. There laying on the ground was the motionless and bloody form of Scootaloo. The girls froze and looked in shock and horror. Her stomach was slashed open leaving her intestines and other organs or what was left of them to have spilled out staining the grass and dirt. None of them knew what to say as they were trapped in place by their shock.

It wasn't long however that the shock and sorrow was replaced with rage and vengeance. Whatever had done this was going to pay. Their search however quickly ended as a familiar tall figure stammered from the trees. Phoenix stood there with a savage primal glint in his eyes. Fresh blood covered his muzzle and claws. Shock returned as the image of him attacking the filly he had considered like a daughter and... eating her.

As the girls readied to attack he held up a claw. Twilight's eyes widened seeing lift a hand to grab and pull a branch from his back. After a moment he fell to his knees next to the body. Taking a deep breath he held the branch over an outstretched hand.

"Ummm... do you think he sees up?" Spike asked softly.

"No. I think the only one he sees is her." Twilight replied.

Their conversation was interrupted as Phoenix let out a loud cry as he stabbed the thorn into his open hand till it poked out from the other side. Lowering down he began to whisper as he tilted her head up with his free hand.

"What in tarnation?" Applejack gasped. "What the hay he doin?"

They stood and watched as blood dropped into the filly's mouth. Every now and then he wobbled as if he was fighting to finish what he started. Each time he wobbled a droplet would hit her lip, teeth or nose. Soon his hand went limp as he fell to the side.

Seeing the wolf start to collapse Spike rushed over to catch him.

Before passing out Phoenix said only two words as softly as Fluttershy normally spoke which confused the dragon. "She'll live."

Scootaloo let out a scream as what looked like a griffin jumped out at her. Seeing its prey it lashed out in time for her to rear back taking the claws to the gut. Blood sprayed out as she fell onto her back. Proud of its hunt the griffin trotted over and used it's beak to rip out her liver and swallow it hole.

"You shouldn't have done that." A feral voice growled from the bushes.

""What's it to you? If she was your hunt then too bad. After I get the meat I need for my master from her.." The griffin paused to rip out her heart and swallow it. "You can have the rest."

Another growl this time accompanied by a large figure charging out and catching the hunter turned pray by the neck. It was the wolf. The griffin blinked at the look in his eyes and froze in fear. The scent of blood and fear was flooding his senses and pushing him farther over the edge of sanity he'd like to admit. This... chicken had killed a filly. No. Scootaloo wasn't just a filly to him. She was his student. Strike one. She was going to be his little filly. Strike two. And the final strike was this chicken didn't respect the dead. Oh and four would be that comment about his master.

Ya... Phoenix was going to show him what a true alpha predator looked like. Pinning the griffin to a tree face first he grabbed it by the base of both wings, he dug his claws in till he felt bones crack. Holding its neck in his jaws he pulled in two separate directions till he felt no resistance as the griffin gave a choked gogely cry of pain. Blood spouted out from the stumps as he tossed them to the side. He wasn't done yet. He would punish this winged fool. Biting down he felt the griffin's throat cave slightly. Phoenix then let go with his jaw and grabbed it by the skull with his hand smashing him against the tree again. This time when he grabbed it with his teeth, he aimed for it's head and with a single motion he twisted his head tossing the griffin to the ground before walking over to look down on it. Rather through desperation or stupidity the griffin sprang up and bucked him into a tree.

The griffin smiled for a moment before it was replaced with absolute terror. He realized only too late that instead of fighting back. He only made the wolf madder. Had anypony seen the next few moments they would see the irony of it. As the griffin reared back holding his talons to his face the wolf lashed out gutting him. Not sooner did the body hit the ground that the wolf gave to his hunger what it demanded. Tonight's menu was served. And without another thought he lunged his face in to begin eating. Of course however, he wasn't going to eat all of it. The vile thing didn't deserve it. And after a few mouthfuls he pulled away licking his lips before spitting one of it's balls into it's eye.

"Fuck. You even taste like one of those rotten shadows." Phoenix growled before his instincts told him to save Scootaloo.

Ok so there wasn't as much blood as I first thought there'd be. But at least you got to see Phoenix in mad dad mode. That's a plus. Right? Anyway. Let me know what you think.