She moved a fraction of an inch, settling into the undergrowth deeper, making damned well and certain she was out of sight. She'd been here, waiting, since before they had arrived with the dawn. She had watched them since, and over the last several days. Frozen in the underbrush, not so much as an errant muscle twitch to betray her position, even as the myriad multi-legged monstrosities of the deep forest scoured, scurried and scuttled over her prone monochromatic form.

She'd grown accustomed to the sights and smells, to the peculiarities of the Everfree in her time here. She moved through it without trouble, quickly and quietly enough to hardly leave a hoof print, and those she did soon filled with brackish water welling up from the inundated ground. She moved smoothly, flowing from one ground hugging bramble to another, only daring to move when the blue, winged one with the golden eye was looking away. He only had the one, but it was preternaturally sharp, maybe sharp enough to pick her out of cover if she wasn't cautious.

The blue winged one. She watched him with interest. He wasn't the largest of the remaining forty six, nor the most powerful or the youngest. But he was obviously the one in command here, and had put no fewer then half a dozen of the others on their backs, hard, to reinforce that point. The half dozen that had been cocky or over confident enough to challenge the scarred veteran, testosterone overwhelming common sense. It was a lapse of judgement that, to their credit, each had only made once.

She'd known stallions like blue back home. Stallions like him were a large part of the reason she'd fled half way around the known world from back home.

With them, it was never their size, their strength, their training, all of which could be dangerous, but the true threat lie in their will. Their willingness to do anything, to anyone, without hesitation, to guarantee events turned out the way they wanted. Their sheer, bloody minded drive. The look he had in his single golden eye was disturbingly familiar to the look that had destroyed her home nation, driving it into endless civil war and the chaos of one petty warlord vying for power against another, with those caught in the middle to be used as little more then tokens in their pursuit of supremacy.

In him, however, that look was...subtly different. The drive was there, the will to do what he deemed necessary when he deemed it so, but it was lacking the...predatory, blood thirsty glint she'd learned to recognize as a filly. The animalistic lust for pain and subjugation, the sadism.

Between them and her was the slow running, broad stream that led off towards Ponyville. The sounds of the sluggish water making it that much more difficult to overhear what he was saying, even though his quiet voice carried across the clearing easily in spite of its volume.

"You've done well today. Well, that is, for a group of rookies..."

He spoke evenly, his voice flat and toneless, without inflection or emotion.

"The problem is,you're not damned rookies anymore. You're supposed to be veterans, supposed to be the best of the best, the cream of the Royal Guard. It's long past time you started acting like it."

He strode through their staggered ranks, weaving around the stationary, sweat slicked bodies with unconscious ease. Coincidentally, he was walking directly towards her. His voice was quiet and calm, completely at odds with the words he chose. As he came closer, she saw the heat in his eye, and knew his calm voice was a facade. He was incensed, furious.

"I've told you fools time and time again, we're not going to be facing soldiers...we're going to be up against a damned cult. Untrained, undisciplined, and likely to out number you thirty or so to one. These half assed, set piece tactics that have been hard wired into you troglodytes, these tactical abortions that haven't been modified for a thousand years. They. Will. Not. WORK."

His last word was the only one where he raised his voice, turning his back to her, facing the more then two score heads that had pivoted around, following him as he did so.

"They will not behave like a unit, they will not be coherent. Will not use tactics or intelligence. They will behave like a mob, like animals devoid of thought. You cannot fight them individually, cannot treat them as such, you'll get swarmed, brought down by a dozen more while you focus on one."

He moved back in as he spoke, finally stopping again in their midst, the focal point of all those present. Some glared, anger and damaged pride puffing out their chests as they refused to meet his eye. Others were looking away, their shame flushing their faces. Both groups were going to take much more work.

However, a third, smaller percentage watched him with half lidded eyes, drinking in every word he spoke without any visible response what so ever. These were the ones who never stopped, whose heads and eyes were constantly in motion.

It was one of the prideful fools who spoke up.

"You're pushing us too hard, you can't seriously expect us to train like this all the time, from dawn until dusk every day with hardly a break...it's just not fair."

A sparse smattering of murmured agreement ran through the group. The fact that it was only a handful of voices a testament to the care Dusk Shield had taken selecting this contingent. The plaintive voice continued in it's self righteous tone, almost whining.

"We're guards, not machines, we're entitled to-"

The flash in Behemoth's single golden eye educated the speaker as to the error of his word choice as soon as it left his lips. He didn't have a chance to correct that error.

"Entitled? Entitled, you insipid peon? Were you truly just stupid enough to use that fucking word when speaking to me?"

He moved to the speaker with a speed that seemed improbable given his size, stopping literally nose to nose with the larger stallion, who, while having a clear eighty pounds on the older blue pegasus, backed away from the fury, recoiling from him. Behemoth stepped forward each time the stallion stepped back, his one golden eye boreing into the youngster.

"Listen up colt, let me educate you on the reality we're facing here."

He voice didn't waver, didn't shift in tone, pitch, or volume. That was the most disconcerting aspect of it. He spoke calmly and levelly, completely at odds with the seething fury seemingly barely held in check behind the golden lens of his one good eye.

"This isn't some game, this isn't some concert, or race. Not some socialite party or gala where you've been called out to stand around and be ornamental. This is war. War like our nation hasn't seen in centuries. This group, these, 'Children of The Celestial Order'...they are, as we speak, eliminating the citizenry of Canterlot, any and all who oppose them, at a record pace."

The young stallion, his pseudo righteous fervor quickly deflated and gone limp, had only stopped backing away when he'd inadvertently backed himself into the broad, gnarled trunk of a swamp tree, the elongated leaves of which hung to the group in soggy tendrils, a curtain of dark green. He gathered the courage...or ignorance, to speak. Even his question had a self righteous, almost whimpering tone.

"War, what do you...eliminating, how could they-"

"Too difficult a concept for you, colt? Not monosyllabic enough? Ok, let me try again."

Behemoth spoke, his voice so low that the others left the center of the over hung clearing crowded in around the drooping, moss covered tree in order to hear better. For herself, curiosity won out, and she slid from cover to cover, not disturbing as much as a wayward leaf as she slipped into a bramble just a few yards away, none of those present noticing the soundless flash of movement that marked the passage of her dark shape in the thick undergrowth.

"Civil war, filly. Destruction and death on a scale you cannot comprehend. Thousands, tens of thousands will die, brother will be set upon brother, neighbor will kill neighbor, friend will battle friend...and death will follow. Death for them. Death for us, and if we don't stand firm, death for our entire nation."

Silence ruled the forest as the faint perception of day light faded from the clearing. The canopy, too thick to permit the suns rays, instead left the time of day to be judged by the gradual thickening of shadows. The tones of brown, mauve and black seeping into the world from under every shrub and behind every tree.

The thirty, mares and stallions, pegasi, earth, and unicorns were all represented. The most capable of their respective species, the most battle hardened, experienced, and determined, were hushed and rendered quiet by the finally spoke realization of the task set before them, and it's likely outcome. Behemoth let that silence linger, let their thoughts turn and began wandering down the paths that would take them to what was coming.

"We're done here. Go. Same time tomorrow. Be here before the sun is."

Slowly, almost hesitantly, the gaggle dispersed, moving off in the direction of town. There were a few small groups, clusters moving back together as if drawing some comfort from those around them. Most, however, left the wide, stone clearing alone, headed towards Ponyville with Behemoth's words and their own thoughts their only company.

One stayed behind. Of average height and build, there was little to discern this figure from those that had recently been clustered around. Lacking both wing and horn, her most distinguishing characteristic were her eyes. Lavender, faded almost to white, like a rich hued garment left for too long in the bleaching sun. More remarkable for the fact that they met his without wavering.

He turned to face her, his focus drawing back from the figures slowly fading into distant tree line to the one much closer at hoof. They appraised each other in silence, as the night closed in around them. The hoots and howls, the deep sonorous growls echoing through the trees as nocturnal hunters started their rounds. The shrill, high pitched and far too clse shriek as one of them scored an early meal.

Still meeting his eye, she nodded one time, before stepping back, and following her colleagues into the trees without uttering a single word. Behemoth remained, still as if the granite he stood on had encased him, and watched her fade into the shadows. She was one of the newer additions, Behemoth didn't even know her name.

Attention captured by the green mare that had since disappeared from view, the one hunkered in the brush almost lost sight of Behemoth. He had waited until the raised granite outcropping which marked the boundaries of this clearing was apparently devoid of any life save his own, before moving off into the dark in the opposite direction.

Swearing inwardly, she took off after him. She counted her blessings that she knew where he was going, as given his own skill at silently navigating this treacherous land was over shadowed only by her own.

Before long, really only a short distance from the clearing, but far enough off that it's accidental discovery wasn't a concern, he inadvertently led her into a much smaller open area between the twisted and gnarled tree boles.

Laid out with no rhyme or reason, centered within the last swiftly fading pool of daylight, were thirty small, flat stones. The rounded, smooth surface of each made it clear that they had been fished from the river, worn into their current state by the steady passage of mellinia of water. Each had its perfectly smooth surfaced altered by a carved name. Each stone had it's own, and they were arranged in no order or hierarchy.

She'd read every name, sneaking into the tomb silent clearing after she first followed him here, days ago. Only one was familiar, a name she'd overheard a dozen times since she'd started observing the training. It was...strange. The hairs on the back of her neck were always on end here, and she had an urge to move with care and purpose, desperate not to disturb anything. This simple stretch of forest had an air of respect. A sense of...mourning. Even the animals didn't disturb the tranquil sadness of this place.

He sat before the stones, his head lowered, chin to his chest. She saw his lips moving, and heard the faint murmur of his voice, too quiet for her to make out a single word of his monologue. She'd seen him like this before, every night at nearly the same time. Her curiosity was driving her mad, she wanted to know what he was saying. She strained forward, focusing all her attention on those almost sub sonic words.

It was that focus that let her hear the single, dry crack.

They came out of the treeline at a full gallop, heading straight for the immobile figure holding vigil over the center of the clearing. Moonlight caught on a gleaming silver blade, clenched in the teeth of the shape in the lead. It was followed by two others, both similarly armed. Startled by their sudden appearance, her head snapped back to Behemoth, who hadn't moved an inch. They were almost upon him, weapons already describing an arch at the exposed length of his neck.

She didn't know him, had no reason to risk her own safety, but something compelled her. She cried out, not a word or phrase, just a sound of warning echoing in the confined space. The attempted assassins, startled by suddenly finding themselves with an audience, faltered in their assault for a fraction of a second, little more then a single misstep. It was enough.

Behemoth's eye snapped open, locking onto her even through her cover. He held her gaze even as he threw himself forward over the stones. The razor sharp blade that would've neatly separated his head from his body lunged forward after him in an off balanced, desperate strike. It bit along his haunch, bisecting the mark which adorned it. Behemoth was familiar with the unnerving sensation of heat and damp as his left flank was suddenly sticky with his own blood.

A prehensile wing darted out before he'd landed and scooped up one of the carved river stones. He propelled it with a harsh flick directly into the face of his first attacker. He followed immediately behind the improvised missile, landing, turning, and launching himself forward in one liquid motion. Wrong hooved and reeling from the impact of the small stone directly into his sensitive snout, the first attacker had let his guard slip.

Before he could recover, eyes watering and a thousand pin pricks of pain shooting across his face, the apparent leader was lifted clear off the ground and smashed back between his flanking subordinates by the full speed impact of Behemoths shoulder into his chest. Both minions made hasty and ineffective swipes at the increasingly hard to see blue motion blur, both missed cleanly as he pushed himself above their clumsy attacks with a well timed beat of unequal wings.

Behemoth rolled full head over tail and came up facing back the way he'd came, the two thoroughly disoriented attackers just now reacting to face him. The third tried and slowly succeeded in standing, moving much slower. The over confidence had faded a bit, but the dedication to the task at hoof still dominated his features. Behemoth slowly rose the blade he'd liberated up into the pale light.

Gleaming silver, hilt wrapped in black leather and gold wire, the blade detailed in ostentatious filigree. It looked the part of a ceremonial item, not a weapon meant for real combat. It's weight and balance, however, set it apart from being a costume piece, as did the faint smudge of dried blood around the rain guard. This blade had taken a life. At least one, and that tally would soon rise.

"I was expecting this, I'd been warned that you couldn't be trusted. I'd hoped she was wrong..."

Behemoth spoke as they warily moved closer, not so reckless now that their prey was aware of them. He took in the details even in the dim moonlight, each of them had a recently acquired black cloth wrapped around their left foreleg, each emblazoned with a bright green Celestial sun.

"I was wondering why you'd do this, why now. This isn't a spur of the moment attack. You've been planning this. Now I see. Surprisingly well organized for a cult. Lay down your weapons and explain your treason, none need die here tonight."

The one to his right, clearly the youngest, spoke first.

"C'mon, lets get him, there's no way he can beat three of us. You hear me, you old bastard, we're gonna cut you up good!"

The other two were quiet, eying him carefully, one with a trickle of blood running down from a badly smashed nostril. They had moved to encircle him slowly, as well as they could with his back to the stream. The youngster was excited, twitchy. Either high on nerves, some narcotic, or, more likely, both. It seemed an explanation wasn't what they were planning.

"FOR THE CHILDREN OF THE CELESTIAL ORDER AND OUR GLORIOUS-"

"If that's the way you want this."

Behemoth was moving before they'd finished their absurdly timed and verbose battle cry. He broke right, countering the disadvantage of his bad eye. This route took him full on into the youngest, the most twitchy of the three. The kid was also the only pegasus, and the only one with a wing blade.

It was an awkward looking contraption. A short, broad, single edged blade spring loaded to lock into place jutting out along the wings leading edge, parallel with it, just at the point where it began to taper back. It was built for high speed passing slashes, it's rigging rounded neatly, designed to offer an absolute minimum cross section to cause the least amount of wind resistance possible during flight. On the ground, it was best used for glancing blocks and as a thrusting weapon, taking advantage of the long reach a wing had over a leg.

Behemoth knew all this, knew the intricate and exact mechanisms that made it work. After all, he'd designed, tested, and deployed the first working prototypes along with Solstice... Luna rest her soul...

The drug addled foal before him obviously had no such training or experience, he had the blade drawn across in front of him, adopting a parrying guard the likes of which might actually be useful with a fixed blade, the wide length of the darkened metal facing Behemoth.

"Foolish child."

Behemoth's own wing swung in wide, hitting the others wing about halfway up its flared length. The resulting muscle twitch triggered the release catch on the blade, snapping it back into its mounting and out of Behemoths path. It was the kind of thing an experienced handler could've dealt with in a fraction of a second, and more likely would have prevented from ever happening. The colt did neither, and had just enough time to stare, wide eyed and bewildered at his suddenly deactivated weapon.

A look that would prove to be his last as Behemoth's pilfered blade bit into the soft spot just behind the pegasus' jawline, transfixing his neck and severing his spine in one smooth motion.

The pegasus collapsed. The was no grunt of pain, no scream or outcry. Just a barely heard sigh as his breath escaped, the muscles controlling the holding of it devoid suddenly of any further guidance. He dropped into a mass of in-articulated limbs, like a puppet with its strings cut.

"It didn't have to end this way, you didn't have to die..."

He turned to face the other two, closing in on him quickly while he was distracted. These two moved more cautiously, supporting each other, staying close. The cohesion and skill they moved with marked them as veterans of the Royal Guard, and Behemoth recognized them both. They were two of the first he'd recruited after the Battle of the Lunar Citadel, and had served at his side for close onto three years. He ignored the jolt of pain, swallowed past the lump in his throat at having to face them down.

Behemoth slowly backed away, past the cooling body of the third, forcing Blue Line, he of the swollen snout, and Spatha to split around the tumbled form. Then he moved.

He charged Blue Line, narrowly avoiding his first swipe and planting his hip in the larger, pale blue stallions chest, spinning him over and dropping him into the under growth with a thud. While perfectly executed, this throw earned him a long slice along his entire right flank just below his wing line from Line's reflexes. He was quick, even while airborne.

Behemoth spun and brought his blade up just in time to meet the charge of Spatha, whose thin, lanky frame and perpetually blank, emotionless face had cleared the broken form of the rookie with an effortless leap, his custom blade already dancing and spinning as he came on. His eyes liquid pools of amber, devoid of any emotion or reaction what so ever. Glassy and blank. Like a dolls eyes.

The two blades crashed and slid, each parry and riposte flowing seamlessly into the next, they exchanged a dozen blows in the span of just a few seconds, the ringing tone of each impact flowing into the next. Spatha was the unparalleled champion of the Lunar Guard when it came to swordsponyship, and his skill showed as he steadily forced Behemoth back, completely on the defensive.

Behemoth knew he couldn't continue, Spatha was too damn good, and it wouldn't be long before he started to feel the effects of his mounting blood loss. Before he made one misstep, one fraction of a second too slow of a reaction, and then this deadly game would be all over.

So, he changed the game.

He took one final step back, and a deep breath to steady himself for what was coming. As the dead eyed stallion came in, Behemoth dropped his guard, moving his right shoulder forward and intercepting the scything blade. It bit deep into the meat of his shoulder, its razor sharpness and the skill it was applied with resulting in only the faintest trickle of blood down his scarred chest. That would change the second it was removed, but that was a problem for the future. A future that wouldn't exist for Behemoth if he didn't act.

The blade stuck fast. Realizing his error, Spatha's eyes widened, finally showing a hint of emotion, hesitating for an instant. An instant was enough. Behemoth launched himself at his attacker, wrapping around him in a bear hug, pinning the lighter stallions forelegs against his torso. He spoke, even now, his voice was quiet and without inflection.

"Captain, what are you-"

He was silenced as a broad blue head slammed into his face. Behemoth repeated the head butt twice more in quick succession, trying to break Spatha's vise tight grip on his blade. He was left dazed, bleeding from a broken nose and badly bruised face, but he held on.

"Let go you stubborn bastard, drop the blade..."

Behemoths head pistoned forward again. His eye moving right as it did so. He watched as Blue Line finally staggered back to his feet. Lowering his head, he charged, his young, powerful frame surging across the short distance like a freight train. Behemoth understood the impact would likely kill him, would probably drive the blade imbedded in the meat of his shoulder deeper, shredding organs and ending his life. Again.

Then, with a faint grunt, the wiry stallion he was pinned against slackened and went limp.

"Move one eye, or you're sure to die!"

The voice, heavily accented and unfamiliar, cried out from behind the suddenly dead weight form of Spatha. He turned, still hugging the taller, lighter frame to his chest, and clearly saw the short, wickedly curved stone dagger jabbed between two of the blade experts ribs from behind. It had angled up, it's tip coming to rest in Spatha's heart. Behemoth pivoted and threw the limp form into Blue Line's path, aiming low. The effect was as anticipated.

At a full charge, Line wasn't able to avoid plowing over his companion, the sprawling body tangling his legs and spilling him over hard. He landed face first with a resounding thud and crack.

He'd hit hard, tumbling to the ground for a third time in a span of less then 5 minutes. Dazed, his vision swimming, darkness creeping in at the edges, the familiar face of Behemoth appeared, dancing around the edges of his focus. He was numb except his head, which was alive with the pins and needles feeling of a limb slept on wrong. The impact had split open the back of his head, and he lay in a slowly expanding pool of his own blood.

"Why, Blue, why. I gave you everything, I made you the stallion you are today. I gave you a chance, a purpose. Why betray the Princess, the Guard...why betray ME..."

Behemoth sighed heavily, sitting next to the struggling form of one of his guard. His voice betrayed a deep sadness, heavy with weariness at what had come.

"Why?"

Behemoth leaned forward, clenching the hilt of the blade buried in his chest between his teeth. It seemed to vibrate, as if alive and on some level, aware of the fact that its master had been slain. He slowly pulled in from his shoulder, ignoring the copious amount of blood that came with it, pouring down his body, dripping from his underside and running down his leg.

Blue Line, first of the reformed Lunar Guard. Proud and honorable veteran. Student. Subordinate. Friend. He tried in vain to lift his head off the stone slab that had cracked it open. He spoke haltingly, forcing the words out with effort, as if each syllable was a fight.

"F...for the...Children..."

With a meaty thunk and the chime of metal hitting stone, the blade, Barbarisater, removed Blue Lines head from his neck. It's oblong form rolling a few wobbling turns, coming to rest several feet from it's body. Ignoring the rapidly growing puddle of blood and the pulsing stump, he wiped the blade clean, and turned to face the one who had come to his aid, seeing her clearly for the first time as she went through a similar ritual of cleaning and re-sheathing her own blade.

Two eyes met one. The sadness in each echoed by the other. They had each taken a life. Not the first for either. Nor likely the last, try as they might.

"Thank you ma'am, they'd have killed me had you not cried out when you did, and again, if you hadn't...helped."

Tucking the blade away under a wing, he stepped towards her, raising a hoof. She made no move to meet it.

"I'm Behemoth, and again, you have my thanks."

She stood motionless for a stretch of seconds before replying. Her eyes wandering over the ruin that had so quickly turned this quiet clearing from mausoleum to abattoir. Her's returned to his as the extended hoof dropped.

"Yes, my cry kept your neck from being chopped, but it will be for naught if we don't get your bleeding stopped."

She strode up to him, any fear of disquiet she may have felt, she did a good job of suppressing. She quickly and efficiently examined his new wounds.

"I am Zecora of the Everfree, and you are very lucky to have met me."

As they left the clearing, her hoof came up against something that was sent skittering away from her. She leaned down and picked up the small, flat stone, taking a drink from the cool, slow running stream as she did so. Carved into it's surface, clear even through the smudged blood, was a single word.