The day started as most days do, with the sun coming up. An event that was a rather muted affair this deep in the Everfree, denoted by little more then a gradual brightening of the general gloom, and slightly fewer blood thirsty critters roaming hither and yon as the nocturnal hunters retreated to their myriad lairs to snooze away the day. In contrast to the rest of existence, the Everfree actually grew quieter the higher the flaming orb climbed, the hoots, screeches and piercing death shrieks giving way to cautious, loaded silence.

Every inch of him hurt. He knew that, anatomically speaking, that wasn't very likely, but it was true. There was not a single part of him that didn't radiate with some form of pain or another. Slowly, haltingly, on shaky legs, he pulled himself to standing, a deep indentation left in the pillows and blankets a mute suggestion that he hadn't moved as much as an inch throughout the night.

~Another day, another series of catastrophic injures...~

Still moving slowly, each hoof fall coming as gingerly as if he were walking on glass, he made his way over to the antique, hoof powered pump that apparently passed for plumbing in the middle of the Everfree. The old iron squealed and thumped as he worked the resistant handle, but after a few cycles crisp, cool water spilled out into the deep basin. A few more squeal-thumps saw the concavity filled nearly to its brim.

His mind a total fog, he caught a glimpse of himself in the surface of the still water, the study of his mangled form interrupted by a ripple every few seconds as a fresh drop fell free from the spigot. With each spreading and rebounding ripple, another motionless image of last night flashed across his vision. Each was as still as a photograph, and each had about the same effect. Something that happened long ago, barely remembered.

With no further ado, he dropped the battered and dry sweat matted bulk of his head into the basin, sending the water splashing up past his ears to run down his neck, and sloshing more then a little bit of it out onto the floor. He thought as his head soaked. The images of last night were a blur, but one thing was a clear as crystal. The actions he had taken weren't by choice. Something had...compelled him, to do what he did, to, and with, Zecora. Something powerful. Something damn near irresistible. But what the hell was it?

This compulsion, the sudden and complete lack of restraint, of control. He'd witnessed it from many, Celestia herself among the list of those acting far beyond their traditional pale. The effects of last night had been the strongest, the most...blatant he'd been overrode thus far, but in retrospect, it was not the first time he'd been swung about by this insidious, nameless work.

He stood there, head completely submerged, pondering recent events, looking for some correlation, some common factor. There had to be one...one thing each event had in common...something that was always present...

It was at about this time that his lungs suggestions that air might be a good thing were getting a bit louder and more insistent, so, reluctantly, he pulled his head back out of the refreshing coolness. Rivulets of water streamed down his neck, chest and legs, carving narrow paths of clean through the many and varied styles of muck that coated him. He continued his silent introspection, looking for a common factor in all of the strange behavior.

A short while later, and his musings had led him nowhere. On the up side, he had had a chance to clean himself up a bit. Washing away the strange goop that Zecora had applied to his wounds had forced a hiss of pain through clenched teeth. Whatever it was, it had stuck hard to the tight, orderly stitches, and tugged at them wickedly as it was removed. The fresh wounds were the pinkish white of flesh already beginning to knit. The angry, puffy redness that would've been the prelude of a crippling infection was happily absent.

He decided to keep it that way, and tightly bound them, again, with the oft used bandages from his ever present pack. As he finished that task, as the last, newest addition to the mosaic of devastation that was his body disappeared beneath the frayed and faintly stained roll, the memories of last night, of how and why these new scars had been earned, struck him with enough force to sweep his rear legs out from under him. He sat hard, awkwardly, recent events weighing so heavily so suddenly that even his eyes were forced closed under the strain.

~Blue Line...Spatha...~

Images of the two latest lives added to the long tally he had ended swam up from the darkness behind his eyes. He watched them die again, watched as the life drained from their eyes. Like a broken record, those images played over and over through his mind, pulling him down, dragging him towards the floor. Even his slowly thudding heart seemed to struggle out its tempo as it, too, felt tugged and pulled towards the earth. They played out again and again, each time, the weight grew heavier, the pain twisting up his insides grew sharper, the strained thud of a heart tired of beating grew slower.

Sitting there, in a strangers hut, his back bent, shoulders drooped, head hanging, snout almost touching the floor. The shaggy, lank and dripping darkness of his mane completely obscuring his face. In that moment, he had one simple desire, one wish that drove out all other voices in his head...wanting nothing so much, as an end. To finally, at long last, rest. He was exhausted. So tired of the memories. Those killed because of him. Those killed by him. The terrible, vile things he had done in the name of Princess and Nation. He still heard their screams. Their sobbing, wet cries through mouths tacky with their own blood, as they begged, please, just kill me now... Hadn't he given enough, hadn't he bled enough...hadn't he killed enough to, finally, earn his peace?

No.

No, he hadn't.

Wearily he stood. Slowly, with all the grace and elegance of a newborn taking its first awkward steps. He loved his Guards, and he still thought of them as his, retired or not. He loved them like brothers, like sisters...like sons and daughters. His heart swelled with pride at each accomplishment, and concern at each failure. And far, far too much pain from each death. It was a large part of life in the Lunar Guard, the hovering, always there spectre of mortality, just out of sight, but never out of mind.

It was a well kept secret, the mortality rate of the Guard. From battles with Manticore's, dragons and others various creatures that constantly encroached on one town or another, to the never ceasing border skirmishes with whichever of the Gryphon Kingdoms felt the need to display its martial ability this week, Guard life was not as simple as most believed. And far from as safe. These facts, kept by design from the population, were indicative of yet another bureaucratic decision Behemoth didn't agree with.

He should be used to this by now. Unfortunately, should be didn't translate into was.

With a quiet sigh, he shook his head and did his best to put it behind him, there was nothing for it now, dwelling wouldn't change a thing, and maybe serve only to distract him enough that the next attack wouldn't have such a...fortuitous outcome. He noticed that these events were getting easier and easier to pass by...he noticed, but chose not to give it any further thought. He forced their faces from his mind and set about repacking his bags and settling their familiar weight across his back, he cast one last look at the sprawled, snoozing form of the zebra he'd only met last night. He left without disturbing her, pulling the door closed behind him with a soft clack.

He knew She was there before she spoke, before the shadow that was her stepped clear of its kin hunkered in deep beside the ground hugging hovel. A faint, mocking smile was all she wore, chewing contentedly a bite of the unidentifiable, amorphous fruit slowly orbiting her head, likely acquired from a nearby tree whose limbs were heavy and sagging with the same. She spoke, her tone casual and light hearted.

"You know, if you were looking to try something more...adventurous, all you had to do was say so. I assure you I can be much more exotic and enticing then any jungle dwelling zeb-"

He cut off her gentle reproach with a simple statement, his voice flat and inflection-less.

"Spatha and Blue Line are dead. I killed them last night."

She finished chewing, the look of teasing humor fading to blankness. She waited to speak until he'd come closer. With a brief flare of magic, she cast the rest of her fruit off into the foliage.

"She was right, then?"

They moved off together, heading back towards town, talking as they went.

"Yes, it would seem so. I'd hoped she was wrong, that the names she rattled off were just...well, that wasn't the case."

"And...the zebra?"

She did her best to make the question sound as trivial as possible, but a clear tone of concern snuck its way through.

"The...compulsion, the loss of control we've been seeing so much of lately, from so many. It hit me last night. Harder then you can imagine. I almost...I almost drove myself to death, in the pursuit of satisfaction from her...I just...it wasn't enough, I just couldn't get enough..."

She frowned, considering this revelation in silence as they strode on.

"If it was that strong, so much stronger then we've seen before...that must mean you were closer to the source of it, whatever it is."

He stopped in his tracks. A look of flat out surprise across his face. With a groan, he brought a hoof up to his forehead.

"I didn't even think of that, but it makes perfect sense! The closer we get to the source of...whatever is doing this, the stronger the effects! The Everfree...it's got to be somewhere..."

He looked around, taking in the impenetrable darkness, even in the height of day, the drooping, sodden leaves blocking out the sun from innumerable trunks forming walls of bark just a few short yards in any direction. The predatory eyes, fewer then last night, even now felt but not seen, tracking their every movement. The Everfree had never been mapped, never been measured...nopony knew just how massive this epoch spanning stretch of dark forest actually was, only borders vaguely defined on maps centuries old, what was within those borders...none could say.

"...Somewhere in here..."

He shook his head, the look of surprise shifting to one of annoyance.

"How in Equestria did I miss that?"

She shot him a glance out of the corner of a brilliant turquoise eye, mouth arcing at the corners in a faint smirk.

"I have no idea, its such an obvious logical step...you must be slipping in your old age."

His response was a noncommittal grunt, rebuking her attempt at levity without so much as a word. Deciding not to bother with a further attempt at lightening the mood, and biting back offense at his dismissal of the same, she moved on.

"Well, whats your next move in regards to the traitors?"

"The squad needs to know...they're not fools, they'll already be wondering...at least now they'll start paying a bit closer attention...maybe three deaths will be enough to get them to take this all seriously..."

The dead pan, emotionless delivery and casual disregard of death was a staple for him, she'd heard it enough before that it wasn't worth so much as a cocked eyebrow. It was how he coped with the deaths of so many he cared for so deeply. What was concerning, however, is that now, reading it straight from his mind, the connection they shared strong as ever, now, those words were starting to ring true. She could sense that death really was losing its impact on him, he was becoming immune to it. Bit by bit the clean, sharp bite of pain and guilt he always felt and went to such lengths to hide, was started to dull, starting to rust. As surely as a blade left for too long in the rain...she found it...disturbing.

She didn't know how much more death he could stand, how many more friends he could bury before it was gone forever, before that part of him that she found so...strange, rotted away to nothing. The way things were developing, that number wouldn't stop growing any time soon.

The silence stretched on, a bottomless void between them as they grew closer to the training clearing. Each was silent as they worked through their respective thoughts.

As for Luna, she'd seen all this before. Old beyond imagining, he wasn't the first she'd come to...care for, and, she knew quite well, he wouldn't be the last. She knew that she would watch him grow old and weak...wither and, eventually, die. And, as always, she would be left, alone and unchanged, constant as her Northern Star.

She looked to him, watching his voiceless internal conflict without a word of her own. The steady, mechanical steps, the rigid, motionless neck, stiff as any of the trees they passed between, the fixed eye, staring, unblinking, at something on the horizon. Neither anticipation or resignation shown in that one golden orb, there was no light, no fire in that eye, only a dull blankness that reminded one of a parched desert, tired and wind scoured, drained, and devoid of life.

She'd seen this more then once in her countless centuries, but every time she did, it broke her heart. It seemed so...callous, so unnecessary...watching the soul of a good stallion die, worn and chipped away by the unremitting path he was tasked to endure. For the first time in a long, long span, more years then she cared to remember, she found herself without an answer, as a ship adrift with no rudder or sail. She didn't know what she could do, what she could say or offer to save him from the cruel darkness eating away at his very essence. His shell of a voice broke the reigning silence.

"How did you find me?"

His question was a bit unexpected, as well as the flat, barely inquiring tone of it. She took a moment before answering.

"When you didn't come home last night, I had Shade track you from the clearing...he's gotten quite good at that sort of thing, young as he is, and given his...unique nature, he was able to move through the Everfree unmolested."

Behemoth nodded, the final image of last night, the moving darkness, the shimmering black in the corner of Zecora's home making more sense know.

"Ah, Shade. Thought I saw him. He's a good colt, that one...too young to be wasting the prime of his life on this kind of work..."

This brought a rueful smile to Luna's face.

"He seems to be emulating another who spent much of his youth doing this kind of work...maybe somepony who rescued him from the brink of starvation, gave him a purpose and a family...just wild supposition, though..."

Behemoth nodded. He didn't much want to be emulated. There were precious few moments of his life he'd wish for even his enemies to experience, much less a impressionable young colt who never had a chance at a real foalhood.

He was glad for the distraction when, through the foliage, he caught sight of tell tale shimmering. The sun, close now as they were to the clearing, was finally breaking through the thick canopy and reflecting off the rippling surface of the sluggish stream. After so long in the pervasive dimness, even that refracted light was near on blindingly bright as it jumped and shifted, sending streaks and bubbles of brilliant luminescence running over the under side of the trees, dancing over leaf and branch.

"We're almost there."

Now that her attention had been called back to her surroundings, she could clearly hear the clash of blades, the grunts and thumps of exertion. It was a familiar cadence, one she'd heard from many a training room or dojo...and across more then a few battle fields spanning more then a few centuries.

"Then this is as far as I go."

She stopped, though he continued on a step or two before turning. The slow moving, sluggish slosh of the stream that marked the border of the training clearing was now close enough to be heard, the occasional bright spear of sunlight breaking through the thick canopy becoming more common seemingly with every step. The eyebrow arced over the white, pupil less orb of his right eye, asked the question without the need for the words. She answered that voiceless question.

"They don't need to know yet just how closely involved I am in this. The less they know about my involvement..."

He considered that for a moment, before nodding in agreement. It made sense, especially if the three would be spies that had been dealt with weren't the only ones.

"Alright then. I'll see you later. Be safe."

She almost smiled, it was kind of a silly statement to make to an essentially immortal demi god with power over more or less all of stellar creation, but instead she decided to take it in the manner it was meant. Still, when she stepped forward, she hesitated, not quite sure how to say goodbye this time. It was odd, she couldn't remember the last time she felt this...anxious, over a thing as simple as a 'See you in a few hours'. She settled for a brush of a wingtip against his cheek, a faint smile, and then vanished with the thump of discharged magic and the sucking pop of air filling a void.

He watched the faint puff of blue vapor drifting in the humid, still air. He watched until it had faded and disappeared, not moving until the last sign of her was nothing but a memory. With a deep sigh heard only by him, he moved on. Clearing the stream with an easy bound, he strode into the center of the two score trainee's. The harshly bright early morning light stabbed down out of a translucent blue sky through the thick, soggy air of the clearing. Thin, over reaching arms of wood caused a striated web of deep black shadows and stark light that rolled and flowed over those who strained beneath it.

Most had broken up into small groups and pairs, sparring, running, flying, all while in full weight training armor. Slowly, as more and more noticed his arrival, the sounds of training and exertion trailed off. Bit by bit, silence poured back into the field, soon only the rhythmic clack of steady hooves on granite and the swish and sigh of the over hanging boughs, a sound reminiscent of distant ocean swells could be heard. He stopped when he had retaken the center, those present moving in, instinctively forming a cordon around the wounded former Captain.

"Alright foals, listen up, I only want to go through this once."

He turned a slow circle as he spoke, catching each of them in his gaze before moving on to the next.

"Those of you with the barest hint of perception will have noticed there are less of us here then there were yesterday."

At this, faint murmurs broke out, a few heads swiveled around in the crowd trying to see who hadn't shown up.

"Three, to be precise. Spatha, Blue Line, and random peon number 487."

The whining, bitchy voice of the entitled little shit he'd dealt with yesterday chimed in.

"Yeah, and we also noticed you didn't bother to show up on time today...heh, sir."

Behemoth sighed heavily, his head lowering, swinging back and forth slightly as his eyes closed. Slowly, moving as though each step were a great effort, he moved towards the speaker, pushing his way through the close ranks, gently, but firmly moving half a dozen stallions from his path.

When, after a short time Behemoth stood face to face with the little pissant, he stared at the foolish foal blankly. After a few uncomfortable seconds of being unable to meet the golden eyed gaze boring into him, the fools mouth opened again. Before a single word could be uttered, in a move telegraphed so obviously it could be seen from low orbit, Behemoth's entire left flank drew back, folding against itself.

He straightened back out, putting his back into a thunderous uppercut which connected with cringe inducing impact into the bottom of his lower jaw. The force of that massive blow was such that it lifted the younger stallions fore hooves clean off the grey-black stone, with an echoingly loud gristle-crack as his jaw was slammed shut and teeth met with force enough to splinter.

Using the momentum of that first strike, Behemoth spun on a single hoof, turning 180 degrees to face the same direction, just a few feet forward of his target, the move given voice by the screech and skitter of gravel caught and ground under a pivoting hoof. As he did, his left wing unfurled with a snap, wrapping around the back of the foals head. Continuing the momentum of the uppercut, Behemoth used the truncated membrane of his wing to fling the foal back down, into the waiting fore hoof he'd raised to arrest just such a change in trajectory.

When his bruised, battered and barely conscious head finally hit the ground, the impact forced a sharp exhale, splattering bright crimson blood and the white, rectangular pegs of several of his teeth out in a spray across the cold stone. Speech was beyond him, and he emitted a faint, keening moan through lips quickly swelling to the point of uselessness.

Behemoth stood, forward and right of the fools broken form, motionless. The sharp, tearing pain digging into his flank let him know that the exertions had torn several of his neat, orderly stitches, and the scarlet of fresh blood welled up, soaking into the old, stained bandages, adding yet more of itself to their tattered wrap.

The entire event had taken right around a second to unfold, leaving one standing, breathing not even labored, and another barely conscious and missing an assortment of teeth. Behemoth looked down at the newly broken form. If its condition had any effect on him, none was betrayed by the half lidded, disinterested look in his eye. With a casual gesture, he brought a wing forward, brushing the small, almost gem like droplets of blood from his chest as if they were so much dust.

"And now you know not to interrupt me while I'm speaking. I trust it won't happen again."

He turned his gaze back to the two score others clustered around him.

"Now that we have that little etiquette lesson out of the way, Spatha, Blue Line, and the other aren't here, because they attacked me last night after training. They were agents sent by the 'Children', to infiltrate and disrupt our training, and apparently, eliminate me should the opportunity arise. They failed."

The silence exploded, shocked murmurs of dismay rumbled through those assembled, Behemoth waited for this to die down before continuing. One of the crowd stepped forward, it was the pale eyed mare who had lingered last night. She spoke now in a calm, level voice barely heard over the general commotion.

"Excuse me, sir, but where are they now, these would be assassins, have they been sent to the dungeons?"

The corner of his mouth twitched before he responded, silence returning as the rest wanted to hear the answer as well. The drop of a pin could've been heard, if for some reason pins were dropping, as he spoke again. A foreleg raised, pointing off in the direction of the clearing where the combat had taken place just a few short hours ago.

"They're about two hundred and thirty yards that way."

Murmurs of confusion met this, whispering through the muggy, insect plagued clearing. It was another few seconds before she spoke again.

"Wait, they're still here?"

"Probably."

Her head tilted to one side a few inches, confusion constricting her features. The muttered confusion was slightly more pronounced by those many clustered around, adding to the low background murmur already provided by a billion billion insects and the slow drip of foetid, sappy water. She spoke haltingly, choosing her words carefully to avoid even the possibility of offense. The whimpering, barely conscious prostrate form at her feet a subtle reminder that Behemoth was not one to offend lightly or without a detailed escape plan.

"Probably? Surely you...restrained them somehow, sir...?"

"Restrained? No, they're...huh. Seems there was a bit of misconception here. No, they're not restrained, there was no need. They're dead. All three of them, at my hooves."

While not strictly accurate, he decided that having an ally that happened to be good in a fight and a brilliant herbalist, in addition to being unknown even to his trainee's could be a valuable trump card, even if he couldn't currently think of a way how. As such, he refrained from any mention of outside interference.

"The reason I used the qualifier 'probably', is that after a night in this place, given it's many and varied scavengers, I'm not sure how much of them is left...or how many pieces they might be in at this point."

"Which," he continued, speaking over the growing drone of dismay, "Brings me to my next point. Thus far, we've done a damn fine job of keeping our presence here from the Ponyvilleians, to keep that information in turn from our foe."

The clamor of voices trickled to silence as he continued, letting the background murmur of this place reestablish its primacy under his voice.

"Seeing as they've managed to infiltrate us, that move has become tactically irrelevant. We will continue our training here, the inhospitable and unpredictable nature of this place makes for an excellent arena, but we will no longer need to do so in quite as covert a fashion."

He stepped clear of the press of bodies, the group giving way before him like water around a rock. Water that kept a respectable distance from said rock.

"As of now, you have a seventy two hour leave. Go see your friends, your family, catch a movie or take in a race. Make terrible life choices that will lead future generations to question their parentage, I don't care. Leave now, and be back, here, in three days time. Dismissed."

Stunned silence, which was swiftly becoming this platoons official theme, lasted a shorter time then usual. It is a fact of life, as immutable as the tides, that regardless of the situations leading to the decision, granting a group of warriors a three day pass will result in no small amount of verbose celebration, as well as record setting levels of debauchery and shenaniganery. This was proven beyond the shadow of a doubt, as the trainee's departed in haste, disappearing into the murky, stinking jungle with a laudable level of speed and determination.

Behemoth stood and watched as the vast majority departed. The little shit, who, he'd decided he'd never bother to learn the name of and simply continue calling little shit, was carried off by two of his companions. He shot the older one eyed stallion what was supposed to be a murderous glare. Unfortunately, the intended effect fell well short as he wasn't capable of standing unassisted, lending his puffy eyed mean mugging a comical effect.

A faint smirk stretched across his face, just far enough to be visible, and infuriate little shit even more as he was half carried off. Once he was out of sight, Behemoth turned to the few stragglers. Four had stayed behind, three of his guard, bat winged, tuft eared veterans who made up the visible majority of the Lunar Guard, all of whom he knew by name. Along with them was the recurring, faintly familiar form of the pale lavender eyed mare. She was the one to speak, looking back and forth between him and the retreating form.

"Aren't you even a bit concerned, sir, that...antagonizing him," she nodded in the direction that the last three to leave had taken. "Might drive him to come after you, like the other three did?"

The teasing smirk expanded into a full smile, accompanied by a hearty chuckle.

"Not in the slightest. Now, he's embarrassed, pissed off. He'll talk a good fight, describe in great detail the suspected proclivities of my mother, as well as my specific parentage, and tell everyone who'll listen that he plans to destroy me in some, no doubt, violent and excessive fashion. But he won't do a damn thing except talk."

He moved, stepping over to center himself in the clearing, the lines of light and shadow playing over his back as he did so, the contrast roiling over him like liquid.

"I've shamed him, most importantly in his own eyes. When he comes back in three days, he'll train the hardest, work the fastest, put in the greatest effort and show the highest level of determination, to try and regain some of his shattered ego. To try and show me up. No. He's no threat to me, and by breaking him like this, I've orchestrated it to make it so that he just might end up being one of the best. Or at least not completely useless when the end game starts."

Stunned realization widened those hypnotic, almost white eyes. Those three with her smiled, sharing a knowing glance. This wasn't the first time they'd seen one eye work like this...nor the first time they'd seen it work.

"You...you planned this, the entire thing..."

He nodded slowly.

"Yes. Well, not for him, specifically, but there is one like him in every group, it pays to have a contingency plan ready for their kind, the ones whose mouths outrun their brains. Now. A training psychology lesson isn't what kept you behind, so, tell me, what's on your mind?"

She took a moment to respond, the other three standing behind her, still and silent, deferring to her for some reason in spite of their greater size, training, experience and ability.

"We'd like to...we know that they were traitors, but before that, they were guards, just like...us...ummm...them. We'd like to give them a proper burial, sir."

The other three nodded in agreement as she spoke. Behemoth turned away, looking off in the direction of where their bodies lay, the clearing just a few hundred yards off, completely obscured by the dense bracken. He nodded slightly, slowly, and took a moment before replying.

"You're...loyalty...is commendable...and very, very foolish. Regardless of what they once were, they chose to become our enemies. It's a touching sentiment, but one that they do not deserve."

The three with her finally spoke, all at once and overlapping each other with their objections.

"Sir, they're-"

"Spatha trained us for-"

"-expect us to leave them to rot-"

He waited for the cacophony to die down, not interrupting, waiting to speak until they had said their piece.

"As I way saying. I don't believe they deserve the respect you'd show them. I'll have no part in honoring them with a decent burial...but, the next three days are yours, if you want to waste your time on this task, be my guest."

The three guards saluted, snapping to attention in a display that seemed somehow to pain Behemoth, before moving off in the direction he indicated. She lingered.

"Thank you sir...you may be right about this...but...it's something we need to do."

She moved off after them, having moved only a few feet when she was stopped by a single growled word.

"Wait."

"Sir?"

She turned back, meeting his eye once again. It had changed, something about it was...darker then it had been just moments ago.

"See to their bodies, but disturb nothing else in that clearing, understand? Not so much as a leaf, or stone. Touch nothing else."

She looked confused, her brow furrowed by it. The look on his face, however brooked no dissent, and discouraged any questions.

"I...yes, sir, of course...we'll see you in three days."

- - -

Twenty minutes and an uneventful walk later, Behemoth was casually strolling through Ponyville itself. It was a brilliant summer day, the coming fall little more then a barely there scent of turning leaves carried on the calm breeze, almost muted by the still vibrant aromas of growth and life. Puffy white cumulus littered the sky, casting bulbous shadows across the rich green earth.

As he walked, no real destination in mind for now, he was surveying the chaos caused by his most recent proclamation. The sleepy little town and its unsuspecting eighty percent female population had been broadsided by the sudden arrival of nearly forty new, hyper fit, available, and neigh on supernaturally virile stallions.

Everywhere he looked, each and every one of the colts that had been hard at work scant moments ago were now each the epicenter of their own little constellations of mares, whose eagerness and willingness at this sudden windfall of male-ness was so poorly disguised that it was comical. Their coquette and playfully coy attitudes swiftly giving way to more...direct approaches.

Some had given up any pretense, and were leading his contingent, in bits and pieces, off towards homes whose pastel doors would quickly shut and windows that would soon rattle to the tempo of passion, businesses whose signs would swiftly spin to closed...and in at least one case, clearly visible in the shadows between two neighboring homes, one of his veterans and at least two mares had decided they could wait no longer, their impatience plainly visible in the frenzied, rhythmic motion of their publicly visible silhouettes.

~This ought to be fun to watch, these poor folks have no idea whats coming. Their little town has just been hit by a veritable tornado of penises...a...penado...a tornadis...? Hmm...~

Caught in his own little world of trying to find a suitable name for these most recent displays of sensual shenaniganery, he almost walked right into a young, orange maned earth mare who had appeared unexpectedly to block his path.

"Well, hello there."

Her voice was low, husky and, somehow, more then a little suggestive. He stopped short, almost skidding to a halt to avoid running her over. She was standing directly in his path, and as he looked around, he noticed with some trepidation that there was no where within a good twenty or so feet that could've concealed her. He was walking a fair distance from the myriad brightly lit and colored store fronts that decorated this particular street, lined on one side by the shops, businesses and restaurants, on the other by the vivid awnings and carts of the produce merchants.

~Either I was a little more focused then I thought, or she's a damn ninja.~

They stared at each other for a few seconds in silence, she was smiling, eyes half lidded, tapping a impressively large carrot against the corner of her mouth.

~O....k...this isn't disturbing at all...~

"Can I...help you with something, ma'am?"

"Actually," her smile spread, putting seemingly every perfect white tooth in her head on display. Her tongue flicked out, back and forth over the ponderous root vegetable, swiping across the pointy tip. "I was wondering in there was something I could help you with...something I can do for you...or...too you..."

~Oh for the love of...guess they're feeling it here, too...~

He stepped back and moved around her, almost pirouetting to keep out of the clutches of her and her suggestive vegetation.

"Nope. Nothing I can think of. Have a nice day."

He moved on, moving perhaps a little quicker then before, pulling away from her before she thought of getting a little more direct and just tackling him flat out. She yelled after him, loud enough to draw attention temporarily from some of the closer groups, and draw a tired sigh from him.

"Well fine then, just walk away, you damn Colt Cuddler!!"

~Crazy ass over horny root vegetable loving...oh now what...~

Staggering out of one of the businesses he was passing, the sky blue door smacking into its adjoining wall with force enough to rattle the panes in the windows, a purple mare barely managed to keep from tumbling over face first into the dusty road. She lurched to a stop, squinting up at him and swaying like she was a dinghy in a hurricane. She was accompanied by an odor of fermentation which ran out ahead of her like a ethanol wall, strong enough to make his eyes water.

"Yu...yer a...wassit..stal-i-on, aintcha, got them...dangly...stuff...with the...stuff, huh?"

~What in the holy bearded fuck did she...were those words or did she just gargle at me?~

"...I didn't quite catch that, ma'am. Are you...feeling alright?"

His confusion seemed to agitate her less then stable condition, her voice grew louder, more insistent, and, unfortunately, significantly harder to understand as she railed on.

"Garm! The stuff with the...things!"

Her face screwed up into a look of intense concentration, a frown of supreme focus. Behemoth, for his part, took this opportunity to step back, distancing himself from this latest bout of booze and hormone induced insanity.

~Okay...I think I've got this, I'm going to need a young priest and an old priest...~

Finally, recognition dawned across her face, peerless joy crossing her inebriated features with all the subtlety and restraint of a low yield thermo nuclear detonation.

"PENIS!!"

She shouted this one, single word, two syllables sent echoing though the town. More then a few sniggers and amused whispers trickled out from passer by as a result, her antics drawing a bit of a crowd. A sharp, stabbing pain blitzed into Behemoth's head just behind his eyes, the familiar feeling of a migraine brought on by sheer stupidity.

"You...you got onea them...an should...do stuff...with it to...umm...ya know, with the thing..."

As if to clarify her point, she proceeded to make a series of disjointed and disturbing hip thrusts and gyrations, rearing back up on her hind legs as she did so, pivoting her body like an unbalanced child's top, and nearly falling over backwards in the process. Her motions were vaguely suggestive, but mostly uncomfortably familiar to some form of inadvertent seizure.

The pain in his head now a very sharp and real thing, digging into his fore brain with all the gentleness of an impact drill. With a characteristic heavy sigh, he turned ninety degrees and moved away deeper into the town proper. He didn't bother replying, as any words would be wasted given her current status.

~A whole town full of unrestrained, uninhibited mares. At passing, that sounds like a great time...then this shit starts happening...~

He ducked down a side street, ducking into the shadows under a brightly colored cafe front awning to give his temper a chance to abate before continuing, and maybe consider a destination. As if the universe itself saw fit to drive his chagrin on a bit further, a third female voice cried out for behind him, cutting short his pursuit of sanctuary after less then a minute.

"Hey! Excuse me, are you-"

"ENOUGH!"

He whirled on the newest speaker, long past his patience and predicting more of the same that had sent him there, he 'Spoke with Authority' as he turned.

"No, I'm not going to fuck you. Would you daffy ass mares just leave me Celestial-damned well enough alone, I'm just trying to walk down the street in peace, is that too much to ask?!"

After a few seconds, the look of startled confusion on the face of the cute, mint green colored mare standing before him sunk in through his annoyance. He noticed in an off hand fashion which he contributed to fatigue, the streak of white shot through both tail and mane. Her mouth hung open in surprise, jaw working at silent words. He realized his error as she managed to speak.

"What the...fuck you, why the hay...I wouldn't...I mean, I don't even know...I just wanted to know if...what kind of mare do you think I am, any ways?!"

~Well shit. Guess I misjudged that one...~

He shook his head and raised a hoof in a sign of acquiescence, staving off any further unintended offense. She was pissed, cheeks flushed, face scrunched up in a frown, but her verbal tirade ceased.

"I'm sorry ma'am, I meant no offense. I shouldn't have jumped to conclusions, it's just...everypony has been a little..."

He paused, searching for the right word. Her face softened, nodding a bit in agreement as she found a suitable term before he did.

"A little hump crazy? Yeah, I've seen that too. It's gotten pretty...sticky, these last few months. But no, I didn't run up to you in the middle of the street in broad daylight to try and get at your dangle."

He couldn't help but smile a bit.

" Well, alright then, miss...?"

"Lyra."

"Alright then, Lyra, what can I do for you?"

She took a deep breath, and glanced around furtively, making sure nopony else was in ear shot. Her eyes, golden and clashing nicely with her coat, grew brighter as she obviously grew a bit more excited. She pressed a hoof against his chest, moving him a little farther back into the shadows.

"You're him, right? Lieutenant Behemoth, Celestial Guard?"

He tilted his head, bringing his one good eye in line with her and narrowing it slightly. She had his undivided attention now, and he took a few seconds to respond.

"I was, a while ago, more recently I was Captain Behemoth of the Lunar-"

She spoke over him, her words tumbling out in a hurried flood, her enthusiasm pressing past his minor annoyance at being interrupted.

"Yeah yeah, but, you WERE a lieutenant, right, and you were in charge of the long range patrol into the Deadlands seven years ago...right?"

He leaned back, his head drawing up. His face was locked quickly into an emotionless mask. Almost quickly enough to hide the widening of his eyes and the split second drop of his jaw.

"...Assuming, for a second, that I am THAT Behemoth, any details of that patrol...if it even ever happened, would be black listed information for..."

He made a show of looking at the watch he wasn't wearing.

"The next one hundred and forty two years, six months, eighteen days and...three hours...or so...and nopony outside the Guard and the Princesses should have any knowledge of it...if, that is, it ever happened."

"Yeah, but I know, so...tell me, what're they like?"

He had a suspicion he knew where this was going.

"They who?"

She glanced around again quickly, stood on tip hoof to speak, almost whispering in his ear.

"The hairless apes! The bipedal sapiens, you know...humans."

He pulled away. It was his turn now to look around, a hesitant sigh slipping out as he subconsciously licked his lips. He spoke haltingly, choosing his next words with precision.

"Humans. They...they're a myth. A legend. An old ponytale, there is no truth to any of those stories. And even if there was, I could tell you literally nothing about them."

The excitement, the bright, shining light in her eyes, sensing now that she was so close to the truth only to have it snatched away once again, faded and drained away. Her whole form seemed to shrink and diminish as her face shifted from enthusiasm to disappointment.

"Oh...I was...oh...but... Well...sorry to bother you then..."

She turned, trudging away without any of the vivaciousness or passion she had shown a few scant moments ago. Her hooves barely left the dusty road as she moved, drained of energy and with drawn.

~Aw fuck, I can't leave her like this...this is a bad idea...~

"Wait."

She turned back, her eyes meeting his, a faint glimmer that might have been a sliver of hope flashing through. He motioned her back over, and, begrudgingly, she complied.

"I couldn't tell you, for example, that they are very real. Or that they are a nomadic culture, that moves constantly throughout the southern wastes. I also couldn't tell you that they are slow to trust, and very cautious..."

The light shot back into her eyes, like the sun coming out from cloud, until they shone with a radiance rivaling that celestial orb. She listened in rapt silence.

"Or that they are capable of great acts of violence...and compassion towards those they don't know...and I certainly couldn't tell you that they frequent the oases, and that if you found one of those, all you'd have to do is wait..."

He smiled a bit, unable to avoid a faint mirror of the glowing grin she now sported.

"Sorry, but I wouldn't be able to tell you any of that. Was there anything else?"

She stammered, full of energy, moving in fits and starts almost as if a current of electricity was surging through her.

"I don't...I...no, nothing else, I...thanks...for your time...I gotta..."

She dashed off, tearing out onto a main thoroughfare at a full gallop. She skid to a stop right as she was about to break back into the stream of hoof traffic. She looked back over her shoulder at him, beaming.

"Oh, there is something."

His brows raised in silent inquiry. Her smile changed into a smirk, her eyes half lidded, and she spoke the next in a husky, bedroom voice as she reached back, slapping her flank right on her cutie mark with a fore hoof.

"C'mon stud, this tight green booty ain't gonna hump itself, why don't you come on over here and plow me like a rice paddy, you great big stallion you..."

His face went slack, the faint smile dropping as quickly as if it had been slapped away. He didn't so much as twitch, didn't so much as blink, just stood staring at her. After a few seconds, she started sniggering, the overly exaggerated bedroom eyes and pursed lips giving way to peals of laughter.

"Kidding! Just kidding! Thanks again, for the chat, Mr. Behemoth, bye!!"

She waved a fond farewell, and stepped out, merging with the pedestrian traffic and disappearing from view.

"Yeah...real funny..."

- - -

A few more minutes on, still without any particular goal in mind, merely wandering for the sake of wandering, he caught sight of a familiar shock of an unkempt, sunbeam golden mane seated at a cozy little out door cafe just off the main town square. He veered in that direction.

~Hey, it's little one, wondering what she's doing out...wait a second, who the hell is that?~

Now, as she came into clearer sight, he noticed that Derpy wasn't alone. Sharing a table with her under a barber pole striped white and red umbrella, was a skinny, almost anorexic, greasy looking dark green colt wearing a ridiculously pretentious, and just plain ridiculous looking beret perched over his ears, a greyish horn jutting up through it.

~Now what the...oh HELL no!~

They were kissing. If you could call it that, and only if you felt generous would you. It was awkward, haphazard, his mouth moving like he was...chewing. He stopped before their table, forcing the occasional passerby to divert around his form as he stood motionless on the other side of the short, wrought iron fence that marked the edge of the cafe's seating area. He cleared his throat loudly.

"Mmmph, who's..."

Derpy pulled away, her eyes widening as she caught sight of who had just arrived.

"Behemoth!! Hey, its...umm...hi!"

She blushed fit to burst, her cheeks, and then her entire face turning beet red as she stammered through introductions.

"This is...uhh...Gnat..."

She indicated the colt who was now eying Behemoth.

"And this is my br-"

"Whoa, look at all those scars, hey, you ever hear of dodging, eh he he he he he!"

"Eh he he he he, you ever hear of a ritual killing?"

The smile on 'Gnat's' face faded, replaced by a look of confusion that looked right at home on the little twerp at Behemoth's unexpected response.

"..I don't get it."

"I ever see you gnawing on my little sisters face in public like that again and you'll be one. Eh he he he he he!"

Realization dawned on 'Gnat' slowly, and he suddenly remembered he had somewhere else to be.

"Oh. I uhh...bye."

As he departed quickly, Derpy half stood after him.

"Wait, you don't gotta..."

He was well and truly gone before she could finish that sentence. She scowled at Behemoth.

"I'm not a little filly any more, I can look after myself...you didn't have to be so mean!"

"Mean? What in Equestria are you talking about, I didn't even show him the hatchet."

Author's Notes:

Took longer then anticipated.