The air burned in her chest with each gasp. Her legs were cramping, threatening to seize up with each step. Every gasped inhale brought a metallic taste. She'd never moved this fast. She didn't dare slow down.

They were right behind her.

She could hear their much larger forms crashing through the underbrush, their snorts of exertion and shouted curses and swears as they came after her.

"Don't run you little orange cunt, we're not gonna hurt you, at least not too bad!!"

"Heh heh. yeah, won't hurt you, you're prolly gonna enjoy it, I know we will!"

Tears streamed down her face as she pushed herself harder.

- - -

"So, it was a book."

Mac's clarification was preceded by a sputter-snort as he pulled his head from the rain barrel, and cleared the resulting water from his sinuses.

"Not just any book, a signed first edition of 'Small Unit Maneuvers and Applicable Tactics: A Compendium and Reference Guide for Small Scale, High Intensity Conflicts, or SUMaAT:ACaRGfSSHIC, for short.'"

"So it was a book with an unnecessarily long title?"

"No, it's...well, yes that too, but-"

"Hmm, that was that...tactical book the Crusaders were into a few months back, right 'round the time ya got back?"

It was Behemoth's turn to dunk his head, the cool, clear water splashing up and trailing down his neck, whisking away the dirt and sweat of another long morning spent in the fields. His motion, and the sputtering response a mirror image of Mac's.

"Yeah, that's the one."

"How'd they like it?"

Behemoth smiled, leaning back against the fence, which quietly groaned in protest at the sudden weight. The sun hung motionless directly overhead, its heat seemingly pressing down on the world, making the air itself heavy and thick. It was still, without the slightest breeze, as if the earth was holding its breath in anticipation of the coming storm. From far off a peal of thunder, like the growl of a predator beast about to pounce, rolled to them over the sun stricken hills.

"Well, there was a lot of shrieking and high pitched noises, and then something white and purple attached itself to the side of my head in a flying tackle. I assumed that meant that they approved."

Mac nodded, his massive head moving as implacably as continental drift.

"Eeeyup, I'd say that's a fair guess. Ain't that 'bout the same way they reacted when they first met ya? Right after you put the moves on Granny, right after ya stole her walker?"

"I didn't steal it, she beat me with it, sticking with the long standing Apple family tradition of bludgeoning guests, and...moves on...no. Just no. I love the old gal like she was my own gram, but...no. You're a bad...no. That's just not right."

Mac grinned, leaning back to join his blue companion on the fence, it groaned loudly, moving perceptibly under the strain.

"Well, I know you've got a thing for the older mares, the lady yer shackin up with now is, what, the oldest thing on the planet?"

Behemoth looked over, the motion exaggerated a bit in order to bring his good eye around to where he could see his crimson companion.

"First off, that's probably Celestia, and secondly, if she ever heard you call her the oldest thing on the planet, she'd probably turn you into a turnip."

"A turnip? That's an oddly particular threat. Ya sure she wouldn't go with a radish, maybe a potato, some other root veggie, why'd it be a turnip?"

"No idea. But, traditionally, when she uses her hoodoo, it almost always ends up with a few extra turnips then we had when we started."

Mac looked away, across the field, frowning.

"Huh. Ain't that strange. She especially like turnips, her favorite food or somethin?"

"No. Never actually seen her eat one, but-"

Mac cut him off, his voice betraying a bit of concern, and nodding towards the edge of the field.

"Hey, you see what I see? Down there, jus' came outta the trees?"

- - -

She broke out into the open, throwing her small frame through underbrush which clawed and scrapped at her orange flanks. She saw two shapes, little more then colored silhouettes at the far edge of the field, one blue, one red.

- - -

"Is that...yeah, that's Scootaloo. Dang, shes in some kinda hurry..."

Behemoth was already moving, heaving himself off the beleaguered fence and starting off down towards her. He'd seen that kind of headlong flight before. You only ever moved like that when you were running from something, and it was gaining. A sick feeling in his stomach told him what was coming seconds before three earth stallions smashed into the clearing hot on her trail.

"Behemoth, what the hell is..."

Mac's voice, barely raised, might as well have been a shout of dismay as far removed as it was from his normal timber. After a seconds hesitation, he charged down in the wake of his lighter friend, his eyes answering his own question.

Baying like wolves now that their prey was in sight, the three pursuers, bulky and thuggish brutes, pounded up, their longer strides eating distance quickly now that they were in the open.

Little Scootaloo could hear the roar of them, seemingly right on her, she swore she could feel their hot, rancid breath puffing against the nape of her neck. She made the mistake of looking back. One misstep was all it took, sending her tumbling hooves over head, carving a shallow trench through the fresh furrows, a twisted ankle forcing a sharp cry of pain through her exhaustion. She looked up as the sun disappeared, huge, heavy hooves blocking out the light as they swung down, an over head blow of such force that it'd snap her tiny body like a twig. She shut her eyes, pressing back against the warm earth and turning away from the terrible blow.

It never landed.

A few seconds passed, punctuated by a dull thump and a harshly sworn oath in a voice thick with pain. She opened her eyes, daring to look. Behemoth was in amongst them. He'd somehow twisted their charge, pulling it ninety degrees off course, their original prey completely forgotten, one was already reeling, nose bloody and eyes unfocused.

Time seemed to...stretch, to pull itself out and unfurl. Behemoth could see the dust and clods of earth kicked up by his landing, floating almost stationary in midair. He saw the perfect spheres of red, the spray of blood from a broken nose suspended, glittering like rubies in the noon sun. He smiled, but felt no humor or joy. Everything was running in slow motion, this was 'Fight Time', and it suited him just fine. The one in the lead swung at him, a crude, skill-less motion of pure, brute strength without finesse or the slightest hint of ability. It was trivially simple to avoid.

Scootaloo watched, awestruck by the way he moved. While not as big as Mac...no one was as big as Mac, but Behemoth was still massive, especially from her perspective. He flowed down and around the clubbing hoof, avoiding it entirely with the grace of a dancer, and was suddenly behind his attacker, in between the three of them. She couldn't believe that any pony could move like that. As she watched, mouth hanging open in awe that overrode the pain from her twisted ankle, the sun went away again, for the second time in seconds. The one bleeding spoke, voice thick and choked with pain and anger.

"Now you done fucked up, got yourself right in the middle of a whole lotta hur-"

Surrounded and seemingly trapped amidst them, the supposed precariousness of Behemoth's situation didn't last long. As his would be assailant launched into a predictable and poorly timed monologue, Mac, airborne still from the mighty leap that had cleared Scootaloo, smashed into the other two stallions with all the gentle, loving tenderness of a derailing freight train.

Suddenly finding himself alone, the apparent leader recoiled from the wickedly grinning one eyed figure, he staggered back, hoofs beating the earth in quick stamps, eyes wide and flickering from the apocalyptic struggle taking place behind him to the suddenly much more sinister blue form casually striding forward.

"Not so brave in a fair fight, eh? Where's all that courage you had when it was three on one, when you were brave enough to chase down a frightened filly?"

The panic in his eyes, in the jerkiness of his motions, was as much a telegraph of his intent as the attack was itself. Whether from the taunt, or simply from being overridden by the shock of having this turn on him so quickly, he threw himself at Behemoth with a animalistic, wordless cry. Behemoth sighed to himself.

"Bad idea."

Easily avoiding the wild swings, Behemoth slipped in under his opponents nonexistent guard. Deflecting a sloppily thrown hay maker, he chopped his hoof brutally across the exposed throat, staggering him away, cough and retching, trying to suck air in through a wind pipe no longer suited to the task. Behemoth followed in perfect tandem with his prey as it staggered, bowling the stumbling form over onto its back, legs cart wheeling ineffectually against the air.

With a meaty crack the sound of which made Scootaloo wince, a well placed hoof left her attacker cast limp in the billowing dust, sprawled in a fashion that made it questionable if he'd ever leave that position.

As the dust slowly settled, Behemoth took stock. With a glance to guarantee Mac's safety, confirmed by the image of the mountainous red stallion heaving himself from a mound of broken flesh with nary a scratch to show for his efforts, Behemoth crossed to the little orange filly, kneeling beside her.

"You're alright little one..."

Behemoth turned his head just enough to speak over his shoulder, but leave his good eye focused on the task at hoof.

"Mac, are the other two out of commission?"

"Eeeeyup."

"Excellent, get my bags please brother, my field kit should be in there."

Without the slightest nod to the damage he'd just caused, and in stark contrast to its brutality, he gingerly lifted and inspected her leg. Practiced and confident turns careful to avoid further injuring the swelling and bruised joint.

"Just a sprain, it'll take just a second to-"

Gasping, her little heart trying to thud its way clear of her rib cage, her response wasn't particularly eloquent.

"No...not...more...gotta...fast...help..."

"Hang on there, catch your breath, they're done, nothing more to worry about, you're just fine now."

Speaking quietly, soothingly, Behemoth wrapped her tiny leg up as skillfully as he had his own injures on more then a few occasions. His practice paying off to make the effort done in record time. Mac joined them, kneeling it the freshly tilled earth, watching Behemoth work, silently impressed, though he'd probably never admit it. He started, spinning to face them as he became aware of others approaching at high speed.

"Behemoth, there're more of em!!"

Mac cried out, moving quickly for a creature his size, putting himself in the path of the approaching group. Behemoth's head flicked up, quickly locking on and recognizing the new arrivals.

"It's ok Mac, I know these three."

Two Lunar Guard bat ponies in full armor skid to a halt, accompanied by a third figure, unlike anything Mac had ever seen. It was a crisp, dark, equine shape with no discernible features, not so much black as it was void, not so much a presence as he was a conspicuous lack of one. He didn't even cast a shadow...he WAS a shadow, a living, breathing shadow with the voice of an energetic young stallion.

"Sir, we saw the fight, is everything alright?"

Behemoth spoke, his attention already back to the work of taping up Scootaloo.

"She got you following me, does she Shade? Yes, everything is under control."

Finally catching her breath, Scootaloo managed to speak.

"N-no it's not, th...there are more...at...at the school!!"

- - -

The buck was the last thing he was expecting from the cheerful, unassuming school mare, and it struck him square in the jaw with such force that several of his teeth escaped as he smashed back into those coming through the breach behind him.

The quaint little red school house had been sundered, the blackened edges of timber jutting out like rotten teeth, smoke still billowing from the guttering flames caused by the savage magical blast that had rent the west facade wide open. The desks had been smashed against the opposite wall by the ferocity, their occupants huddled, bruised, bleeding and terrified behind Cherilee, against the blackboard.

A still, little pink leg buried in the smouldering rubble and a mangled silver tiara a tragic testament that not all of the little ones had had the chance to flee.

"Get out of here, this is a school!! I don't know what you're after but it's not here!"

Cheerilee stood her ground, arrayed against her were four large stallions, three pegasi and a unicorn. They held back, wary of being the first to incite her wrath and join the monstrous brute lying amidst the flat, white pegs of his own shattered teeth. A smaller form pushed his way through the group, stumbling a little on the shattered, smouldering timber. Once they recognized him, they quickly stepped aside in deference...or fear.

"Now, you see, you shouldn't of done that teach, this could've gone much better for you if you hadn't put up a fight."

Cherilee's frown deepened, the sickly yellow speaker seemed to be in charge, and appeared to be a unicorn, but his horn had been snapped off clean, leaving a slight, truncated nub jutting from his head. This nub began to glow, spitting and dripping with magical essence which burned the rubble in fat, sizzling drops. She stepped back, turning side on, putting the bulk of her body between the little ones and those wickedly flashing green eyes.

"Why are you doing this, these are just foals, they've done nothing to you, what kind of monster are you?"

He smiled as the sickly yellow light grew, eclipsing the orange and red flickering of the flames.

"Heh, I'm the kind of monster that just killed you."

- - -

Smashing at full speed through the trees, their two frames retracing exactly in reverse the path carved by three others a few short minutes before, Behemoth and Mac pounded on. Scootaloo, recently bandaged, clung for dear life to the slab muscled back of Big Mac as he powered on. Behemoth was just to his left, a strange, tear drop like metal shape strapped to his single full wing. He glanced over, catching her with his one good eye as he spoke.

"How many were there?"

"I dunno, seven, maybe eight, I didn't see. Everything was smoke an' fire an'...I...I had to get help...I just ran...I left Apple Bloom...Sweetie Belle..."

Scootaloo had to almost shout to be heard over the rushing wind, the pain, the guilt in her voice from leaving her friends was plain enough for Behemoth to hear.

"You did the right thing, little one, I know you didn't want to leave them, but you did the right thing going for help."

- - -

Rat face ignored the screams, the high pitched sobbing and cries for help. He stepped over to the gaping hole in the wall as the magical effluvium from his horn fizzled and faded away. The little school house creaked and moaned, and with the snap of dry timber like a gun shot, a chunk of the roof gave way, crashing down, casting up bright red and orange embers like fireflies. Cascading embers and dust couldn't quite obscure the sight of Behemoth and Big Mac charging uphill out of the trees. Rat face smiled.

"Took you long enough..."

Muttering to himself, Rat face then turned and spoke to his crew as they subdued the last of the foals.

"He's here. You know what to do. Be sure to take the white unicorn, and the one with the bow."

They bowed in reverence, starting to move before the swirling, stinking vortex of smoke that marked his teleportation had faded.

- - -

Mac and Behemoth came through the destroyed wall at a full gallop, plowing through the uneven footing, kicking up shattered smoldering timbers and each meeting an attacker head on. Mac faltered, in awe and aghast at the damage done as he dealt with his opponent, a pale green heavyset mare that came at him with a long, narrow blade clenched in her teeth, it's silver surface dulled by dust, ash...and blood.

"Apple Bloom!! Apple Bloom, where are ya?!"

Mac smashed the attacking mare aside as an after thought, clothes-lining her without breaking stride, and sending her sprawling away in a tumble of disjointed limbs, the knife clattering into the drifting ash, his eyes darting and searching in near panic in hope of finding some trace of the beribboned filly.

A scant few seconds through the breach, and a decade of ingrained training had over ridden Behemoth's perception. The ruination broken down and appraised with clinical detachment. A tiny pink leg, fragile as porcelain, twisted and buried in smoking rubble. Brightly colored drawings and craft projects crushed and burning. The air thick with the stink of magic, fire and fear.

The ominously still and broken shape that could only be Cheerilee, lying unmoving in a steaming crater where her desk and the black board used to be. His detachment, his analytic mind couldn't stand against the shock and pain. His blood rose, burning hot and thundering in his ears. Fury consumed him, roaring, pounding through his veins and staining his monocular vision the crimson of arterial spray. Sound faded, the snap and pop of burning timber, the shuddering crash of the collapsing structure...the sobs of the hurt and scared, so clear, so stabbing, were subsumed.

Three came to meet him. Three with families, hopes and dreams of their own.

He saw only targets.

He moved in silence, not crying out in fury, not howling his anger to the heavens. With a flick of his wing, the leaf shaped blade snapped out, the fire light reflecting from its razor honed edge. Without so much as a whisper, without breaking his measured, almost casual stride, he slashed the flat blade across the throat of the golden earth stallion who threw himself into Behemoths path, the buckled and blistered walls suddenly painted with a jet of arterial red.

They had attacked a school.

They had killed foals.

He tore into them without hesitation or mercy. He bit, he stomped, he bucked. Every part of him was a weapon, striking without restraint or concern for his own well being. He ceased to be a stallion, a friend, a brother. He was death given form. Fury with four legs and one, dark eye. All that mattered was that they die. As brutally, as savagely as possible.

Arteries were severed, flesh was sundered, bone was lain open to the air, stark white and glistening wet. Pleading, begging voices fell on ears too full of roaring blood to hear. Behemoth had done terrible, wicked things. Things that haunted his every waking moment, that clawed at him from the depths of every nightmare. But he had one rule, just one.

You never hurt a foal.

The sight of the school he knew so well smashed and broken...the little leg, so fragile and insubstantial, crushed in the rubble and ruin of an act so full of hate and malice that it defied reason, that the mind recoiled from it, refusing desperately to accept that which it knew was truth.

The gleaming steel slid along a flank, opening ribs to the air. A leg came off at the knee, it's owner tumbling, mouth twisted in a shriek of agony as he fell to the side, a shriek cut short as a downward thrust crushed into an eye socket, popping the orbit open with a sharp twist. He strode on through them.

Through all of this, he made not a sound. Even his breathing was level and steady. His eye dull, color flattened to aged copper, showing no flash of passion or recognition to the fact that he was drenched in hot blood, steaming off his midnight coat as his own threatened to burn him up from the inside out. That one eye fixed, seemingly unaware of the way each casual caress of Solstice's master piece ended a life.

A figure loomed in his path, emerging from a side room without warning. A blow smacked into Behemoth's jaw, splitting his flesh, tugging his head around, and mingling his blood with that which soaked him. For the first time, his vision focused on one of the schools attackers, his eye locking on without the faintest glimmer of emotion. For the first time, his relentless forward motion came to a temporary halt. The second swing was blocked, effortlessly turned aside. There wouldn't be a third.

He was young, a colt really, and his pale blue eyes widened. He tried to back away, tried to flee. What he saw in that one cycloptic eye was terrible enough to make him forget his righteous fervor, terrible enough to loosen his bowels.

With a wide sweep as gentle as a lover's caress, Behemoth severed the tendons in the back of both the colt's forelegs, causing them to snap back, folding in a way they were never meant to. Tumbling onto his back, he saw the flash of the blade as it came in. It split him open, tumbling fat, yellow, stinking ropes of intestine out onto the ash and splintered wood.

Dead, bronze eye locked onto pain racked blue. He finally stopped. The maelstrom of death finally paused. Just long enough to watch the light fade from the colt's eyes. Just long enough to watch shock fade to pain, fade to pleading, and, finally, to nothing, glassy and lifeless as a doll's eyes. As glassy and lifeless as his own, dead one. Only then did he move on.

Mac watched in speechless horror. Trying desperately to make reason of what he was seeing. There was no way that could be Behemoth. It wasn't possible. The bright eyed, hard working blue colt he grew up with wasn't the same creature as this. His friend, his brother, wasn't capable of what this...thing, was doing. Worried about his sister, furious and hurt and desperate to see her safe, but all that over whelmed and buried by the deep, primal fear he felt watching vibrant, living flesh collapse into hunks of meat.

It took him a moment to push past, to move up through the abattoir that the school had become. He caught up with Behemoth just as he reached the prostrate form of Cheerilee. They had waited.

Half a dozen pegasi, standing in the field behind the little red school house, clutching squirming, terrified forms to their chests. Half a dozen fillies and foals, held tight and captive. Both Sweetie Belle and Apple Bloom amongst them.

"NO!! YOU LET HER GO YA BASTARDS!!"

Mac had never moved as fast in his life as he did when his eyes met the pleading ones of his little sister. He moved as fast as a landslide, a feat he would never again match. His massive form eating distance in huge, lunging strides.

It wasn't fast enough. The one in the lead, clutching Sweetie Belle, smiled, and took to the air with a chuckle. Turning, the six rose, accompanied by the sobbing cries of frightened fillies. Mac roared with impotent rage as they escaped him. He watched them at a loss of what to do next, before remembering he wasn't alone.

He came back to Behemoth, who was standing curiously still over Cheerilee, staring down at her. Her eyes were open, fogged with pain. Her chest burned to raw skin, bubbled and blistered, one leg a blackened nub, she somehow still found the strength to speak, though her voice was raspy, thick with the blood filling her mouth. It was her words that held Behemoth so completely enthralled.

"You...did this...this is...your fault..."

She coughed, a sizable measure of blood coating her lips and chin.

"All you do...is bring...pain...death...all you are...is...is..."

Mac pulled Behemoths head around, breaking the spell and meeting that disturbingly vacant eye. The was no light in it. No life.

"B, c'mon now, you gotta get after them, go get em, bring Apple Bloom back!"

Behemoth blinked sedately, the blank look on his face not fading.

"Celestia damn you, snap outta it you bastard, we need you here!!"

He swung, smacking a monstrous hoof into the side of his oldest friends head. With a flutter and snap too quick for the eye to follow, Mac found himself eye to point with the blade that had ended so many lives, and so many more today. The metal a hairs breadth from his iris. A chill ran through Mac, a strange feeling of serenity. He was one wrong word, one errant twitch away from a violent death, and he knew it...his voice dropped into a slow, rumbling growl.

"You gonna kill me now, B? Are you that far gone?"

His head twitched, indicating the school teacher, gasping out her last.

"Is she right? Is that all you are...is that all that's left of you? If so, do it. Kill me. End

it now an stop me from carin anymore."

A lip twitched. An eye brightened from cold, dead copper to gleaming gold. With a snort and long, deep breath, life swam back into a blood soaked form. A wing and the blade it held fell.

"Mac, I...sorry, I..."

"Don't."

Mac cut him off, the edge in his voice brooking no dissent.

"Not now, they've got Bloom, you gotta go get er, bring her back to me, don't let those bastards take her!"

They moved together, Mac leading on, Behemoth stopped, hesitating once again over Cheerilee.

"Mac, we've gotta..."

Behemoth moved to help the horribly injured teacher, then started, moving off towards the still barely visible airborne shapes, then looked back to Cheerilee.

"Mac, what about-"

"Dammit B!! Go get the fillies!!! I'll see to her!! Go!! Now!!"

The swoosh-thump of a high speed landing put a pause on further conversation. Mac and Behemoth both reacted, spinning to confront the new arrival, relaxing after a second as they recognized the flashy prismatic mane and tale.

"Hey, Big Mac an...that guy, what's goin on, I saw smoke an..."

Her smile faded as she took in the carnage she'd stumbled onto. Mac pushed past her gently, appropriating Behemoth's bags in the process and moving to do what he could for Cheerilee...having to lift out of the way Scootaloo, who was sitting next to her beloved teacher, tears streaming down her tiny orange cheeks. Behemoth left Mac to it, pulling the befuddled cyan mare out back. Forcing her into flight.

"I'll explain as we go, get your ass in the air."

They climbed fast. As confused as she was, flight was something she'd never had issue with...mostly. As they punched through the accumulating cloud cover into the brilliantly bright blue sky, clinging grey vapor trailed off their wing tips and trailing hooves, tendrils of water seemingly trying to pull them back into the dark carpet. A reflex shiver ran thrilling up their spines, in part from the cold, in part from the never quite adapted to subconscious thrill of open flight. Momentarily blinded, it took a second for them to pick out six distant figures, their black cruciform shapes seemingly little more then grains of pepper against the endless, undulating grey tapestry that was the cloud layer. A silent bolt of lightning back lit the wave like shapes rolling past below them. Behemoth pointed, indicating the distant shapes, almost having to shout to be heard over the roaring wind.

"They attacked the school, and foalnapped some students, including Apple Bloom and Sweetie Belle, we are going to get them back."

"Foalnapped? FOALNAPPED?! THOSE DIRTY ROTTEN-"

Her countenance changed quickly from one of sleepy confusion to billowing anger, her sharp red eyes flashing with anger. Behemoth barely managed to catch her tail in his teeth as she tried to charge off after them. He spoke around clenched teeth.

"No. If you just charge in, you'll put the foals in danger, we need to do this sma-"

"No! Forget that, if the girls fall I can catch em, I did it with the Wonderbolts an Rarity, I can do it again!"

Behemoth brought her back to him with a firm tug, the force of which shocked those anger filled eyes open.

"Dammit mare, there are six of them! You think you can catch all of them?! And what if they decide not to drop them and just kill them, or turn and kill you, what then?!"

"No....no, they wouldn't. I mean, foal napping is one thing, but...killing a-"

Her righteous fervor was fading, doubt creeping into her voice, he no longer had to hold her back.

"You saw the school. I don't know why they're doing this, but whatever their reason, they're willing to kill for it. We do this my way, or I do it alone."

She shot him a look, part annoyance, part begrudging capitulation.

"Fine, ok, we try it your way, whats the plan?"

- - -

She shot out of the sun, blazing in from their five o'clock, the vapor trail 'V'ing off the leading edge of her pressure wave and the aeresolized water droplets behind her creating a prismatic trail in her wake. She was butting right against the edge of the sound barrier, and putting on a hell of a show. The foal nappers watched her soar past in startled confusion.

Apple Bloom, drawn in uncomfortably tight against the stinking belly of her kidnapper, eyes red and puffy from both tears and the buffeting high velocity wind, still recognized the aerial display, her heart leaping in her chest with hope.

"RAINBOW DASH, HELP US, YOU GOTTA HEL-"

She was silenced by a sharp blow from the grey/green stallion carrying her, hitting her behind the eye hard enough to flash her vision to white, and send her impractically large blow tumbling off into the sky, her now loose red hair snatched and streaming back like a comets corona.

- - -

Behemoth stayed low, skimming just within the cloud layer itself, rendering himself invisible for all intents and purposes, the only sign of his passing the distinctive pressure wake he trailed as clouds frothed and boiled, cavitating as surely as liquid would have. He was pushing himself forward with all the speed he could muster. It was barely enough to hold distance, there's no way he would catch them, unless...

He watched the rainbow wave break hard and turn, accelerating right towards the cluster, which had closed ranks at her appearance, flying almost wing tip to wing tip. Their chagrin and unsurity was obvious in how they flew. The didn't quite know whether to take her as a threat, or just some random show boater.

Her V shaped pressure wave condensed, sharpening back from her and narrowing. She accelerated hard, going super sonic just as she passed through the center of their group. The effect was as immediate as it was spectacular. The sudden blast of over pressure buffeted their close order forms like dinghies in a hurricane, two of them lost complete control, tumbling out of formation, plummeting almost to the cloud layer before managing to regain control. Dash had made a wondrous mess of things, bringing the escaping flight to a virtual standstill as they gathered their wits.

Behemoth ate the distance between them with all the speed he could muster, determined not to let this advantage go to waste. As he watched Dash bank around for a second pass, he felt a familiar buzzing tickle just behind his left ear. He knew what it meant before he heard her voice echoing through his head.

~Behemoth. Shade found me, I am at the school now, and Shade is on his way to you. I spoke with Dusk Shield, he will endeavor to send more support as quickly as possible.~

~First good news I've had all day, how is it down there?~

~It's...she is dying. I can stabilize her, but I am not a physician, I cannot...heal wounds of this magnitude. The doctors have yet to arrive. What about the young ones?~

Rainbow shot back in for a second pass, this time they were ready. They were armed, with blades either leg mounted or, in at least one case, with a clunky, half-assed knock-off of his own wing blade. She peeled out at the last second, a gleam of silver even visible from Behemoth's distance barely missing her chest. She pulled back to a safer distance. They were moving again, but not with anything approaching the same speed as before.

~I'm working on it. Don't let her die, Luna, she deserves better then that...~

He was closer now, close enough to start picking out the details of how they were armed, how they were behaving, and who they were carrying. He remained just below the cloud layer, skimming through the occasional upthrust of vapor, carefully adjusting his flight profile to be as hard to spot as possible. He was close enough now that he could put a little more effort into finesse, as opposed to simply catching up. While waiting for his back up, he let his mind slip back into analytical mode, searching for a weakness, a chink in the collective armor, a way into their group. He didn't have to watch for long.

Rainbow Dash hadn't let up. Once, maybe twice a minute she zoomed in closer, zipping along their flank, diving down out of the sun, or corkscrewing around them. She kept her distance, annoying them more then threatening them, which caused Behemoth to silently thank his lucky star for her restraint. Still, she dogged them mercilessly, forcing them to constantly watch and react. He had to grudgingly admit, she was better at this then he expected her to be. She wouldn't let them rest, would never get too close as to force them into doing something drastic with their hostages, and never came at them the same way twice.

Her constant harrying was playing its toll. The burnt orange stallion in the high, rear, right position of their little flotilla was loosing his cool. Each time she came in, he moved to meet her. With each pass, he was a little farther back from his compatriots, a little more separate, a little more isolated. He was the way in.

He would be the first one to die.

Senses keen and still ridding the adrenaline spike, he heard wing beats rising up from below and behind before he could see them. Two were the traditional, feathered beat of Pegasus wings, one was unique, with a rhythmic beating that sounded almost like the flap of tight tarpaulin, mixed with an almost subsonic, barely registered whistle-hum. It was the signature of Shade, his...different physicality making for a very distinctive sound in flight. Three shapes loomed out of the grayness, at first little more then vague shapes in the clouds darker then the rest, they swiftly resolved into tangibility, sliding into formation with him effortlessly.

"Good to see you, Shade. It seems you brought friends."

The other two were in the unmistakeable blue and gold of the Wonderbolts, not the flashy show suits, but the more logical and useful flight suits. It was one of them who spoke, a stallion with a close cropped dark mane, his companion, female with a shock of stark white billowing along her back, was silent.

"Good to see you too, Captain, it's been a while since we've seen you around Cloudsdale. We were on maneuvers around Hay West when the call came in from Captain Shield, sounded like you could use a helping hoof."

"I certainly could, Soarin, alright, here's the plan..."

- - -

"Get back down here you moron, she's baiting you out and you're going for it like a fucking idiot!"

The lead of the foalnappers, who called himself 'Knockout', was a broad faced grey-white speckled stallion with an oft broken nose, and the swagger and general aura of surliness oft found bludgeoning some pony in a back ally, yelled out to one of his team who had drifted farther and farther back as the continuous harassment by the Rainbow Bitch had continued. He was back and above, and angling even higher as if he'd finally decided to go after her. So focused on her, he didn't even respond.

Knockout had a second to realize something was wrong when a second shape materialized behind the orange brown bulk of 'Three Count'. The massive, steroid enhanced former pro wrestler who'd been forced into retirement after his chemical proclivities had made it into the papers, twisted oddly in the air, before dropping like a stone, his limp silhouette disappearing into the clouds before the other five could even think about responding. Knockout thought, but wasn't sure that he saw a second, dark form falling with him.

- - -

Behemoth flared hard, stopping the dead fall with a grunt of effort. He held the limp form of Three Count long enough for Soarin's wing pony to scoop up the crying, shivering foal, tucking the tiny form in against her chest. Behemoth let the dead weight drop, his blade slipping free from where it had been buried up at an angle into the base of the former wrestlers skull.

"Alright, that's one down..."

- - -

The next was taken during another of Rainbow Dash's dive bombing distractions. Knockout looked up for a few seconds, making sure she was pulling off again, and when he looked back, both Pugilina and the braided, glasses wearing filly she'd been carrying had simply disappeared.

"What the hell is going on here, where'd she go, any pony see where the hell she went?!"

A chorus of negative answers met his shouted question.

- - -

Behemoth handed off the second filly, this one with an ornate silver spoon on her flank and bent glasses somehow still perched on her nose, to Soarin.

"Good move, sir, but we're running out of time here."

It was Shade that spoke, and he pointed forward, drawing Behemoths attention the the massive, several thousand foot high anvil of the nearly black thunderhead they were approaching at speed. As they looked, it was lit from within by a series of staccato flashes.

"Dammit. Okay, I guess we're finishing this now. Shade with me, Soarin, you two be ready to catch the little ones as they fall."

"Ready and waiting, go get em chief."

- - -

A dark shape, so blue it was almost black, was just suddenly there, directly in Knockouts path. He reacted quickly to it's startling appearance, but by the time he had his hoof mounted blade up, it had moved passed him in a ballistic arc.

Behemoth had heaved himself up directly into their path, appearing just a few short yards in front. At the rate they were closing, he was through in the span of a second, three winged forms thundering past him, the turbulence of their passing buffeting him viciously. But now there were just three. Behemoth had to do little more then hold his blade out, and the thug

carrying Apple Bloom flew straight into it, meeting the razor keen gleam just under his chin. At the speed he was moving, it almost took his head clean off. He tumbled like a sack of potatoes, his neck turning to a terrible angle and streaming out a thick ribbon of crimson connecting him to where he'd just been. The blood seemingly hung in the air for a second, before collapsing down, following its owner and disappearing into the clouds. He was gone without a sound.

Knockout watched, stunned silent by this brutal display, he recovered as Behemoth started moving towards him.

"Kill him you fools, that's the one, get him!!"

As the last two foal nappers responded, turning to attack, Shade appeared with a pop of displaced air and a puff of ultra-violet purple/blue smoke. Little more then a dark motion blur, he met one of them at full speed, driving twinned blades up and into his chest, one to either side of the skinny little colt that had been abducted, and inside the rib cage. The force of the impact lifted and threw him back, canceling all forward momentum. The body, pinned like a mounted insect, shuddered and went limp.

The final captor, Cleaver, held a tiny, stick limbed, almost emaciated colt tightly to his chest with one hoof, the other leg acting as the haft of a heavy double bladed axe, custom built and bolted in place. It met and turned aside Behemoth's blade as he came on.

The wing blade was a work of art, precisely designed and exquisitely hoof made, it was a delicate instrument, more akin to a scalpel then a weapon of war. The weapon hefted by Cleaver, in contrast, was what you'd get if a sledge hammer and a battle axe had angry sex in an alley. It was massive, heavy, and, if Behemoth had been foolish enough to try and block it's path, would've shattered his blade like an egg shell. But, it's size and weight, while deadly, was also its greatest weakness. Or at least, it should have been.

Behemoth darted in, moving light and fast, quicker then the hammer-axe should've been able to counter, inside it's guard. He found it waiting for him. It bit along the left side of his head, glanced off his skull and carved away. Taking a hearty chunk of scalp and Behemoth's left ear with it.

Behemoth howled in pain, tumbling and reeling back from the concussive force of the blow that had been a few degrees off from splitting his skull like the rind of a watermelon. He was dazed, blood gushing from his head, soaking across his face and down his neck. The axe was already scything back in to finish the job, it's edge actually moaning as if the air itself were pained by it passage. Behemoth watched it close, the edge coming straight at his vision, nothing to stop it or turn it aside. He'd never admit to welcoming it, would deny ever feeling a bolt of anticipation as it bore down on him.

With a bright flash, the same purple-blue as the smoke marking his arrival had been, a bolt of magical energy smashed into that blade, snapping it clean along its face with a gong like a ringing bell, mangling the hoof it was attached to. The second blast, let loose as Shade slipped in front of Behemoth, hit Cleaver full in the face, burning and boiling away all flesh from the left side of his face, the eye on that side vanishing in a puff of steam. When the magic faded, half his skull was left exposed, charred flesh and burnt blood surrounding the bone white with a ring of brown-black. Shade gently lifted the stick legged colt away from the steaming corpse, just as it began to fall.

"Sir, are you alright?"

It took Behemoth a moment to find his voice, and a moment longer to ensure that no disappointment would register in it.

"I'm fine Shade, thanks. Now come on, we're not yet done."

- - -

Knockout carved through the cloud face in a steep dive, his wings almost folded flush as he used gravity to shed altitude as quickly as possible. The tiny white filly with the pink and purple mane sobbed and quaked in fear.

A fear Knockout shared. He'd seen pain, in his years working throughout Equestria as hired muscle, the goon had caused his fair share. He'd seen death, caused more then a little of that too. But that big, blue bastard...

He'd never seen killing like that. Never seen it so clinical, so...precise. As tough, as bastardly as Knockout was, seeing the brutes he'd personally recruited cut apart like that struck a tone of fear in him he hadn't felt in decades. He consoled himself, calming his nerves with the knowledge that his part in this was almost done. He could see the lighting split tree now that marked the end of this job. He could see the sickly yellow form waiting under it.

- - -

Behemoth landed at speed, slamming into the rich soil of the high, wind swept hill with hardly any thought of deceleration. Whistling twin thuds let him know that Shade and Rainbow Dash had followed him down, Soarin and the other Wonderbolt having peeled off back towards town, heavily laden with the little ones they'd rescued. All had been recovered.

All except Sweetie Belle.

The rat faced bastard, the one who had almost killed Derpy and who had nearly destroyed her home, smiled as Behemoth stalked forward, his grin wide, humor sparkling in his disturbingly green eyes.

"I was wondering how long you were going to be. I was just about to pass the time getting to know this little cutie better."

He leaned down, running his tongue along Sweetie Belles cheek, from her jaw up to her ear. She recoiled from it, trying to squirm away, whimpering in fear. A quiet *ttccchhhnnk* of oiled metal was plainly heard as the wing blade snapped into position.

"Let her go, you son of a bitch, and I promise I'll kill you quick and clean. You hurt her, and I swear to Luna, I will tear you apart."

He laughed, genuine mirth twinkling in his eyes, and he twisted the blade he held across her throat so that it caught the light.

"'Fraid not, Behemoth. You're not really in any position to make demands."

Shade and Dash had stepped up, flanking Behemoth. Dash's eye were full of anger, her body was literally shivering with rage. Shade was as mysterious as ever, his barely there shape standing stock still, a purple-blue glow slowly growing in the center of his head. An incandescent bolt of lightning split the sky, pounding into the ground as fat, heavy drops of rain started splashing down.

"You were warned, Captain, you were told to stay out of this, that this was bigger then you, beyond your ability to comprehend. You just wouldn't listen."

Behemoth took another step forward, his blade coming up, his head lowering, his one golden eye visible as a faint glimmer under a heavy brow. His voice was a growl.

"Enough of you're little speech, put her down and step away, or die."

He laughed again, his gaze never leaving Behemoth's.

"You brought this on them, I want you to know that. You're the reason these hicks are going to suffer and die. Their blood is on you, along with the blood of so many others...including little Sweetie here."

Behemoth surged forward and a blade flashed. Two vile green eyes disappeared into dirty yellow smoke, and a tiny little white filly collapsed to the ground, blood spraying from her opened throat. Behemoth dropped, scooping her up, his wings coming in, desperately trying to stop the flow of blood. Sweetie Belle, her eyes wide with pain and panic squirmed and thrashed, her mouth working to form words that made no sound.

Rainbow Dash reached his side, trying to help, Shade fired off a magical flare, the deep red of a distress locator...the deep red of the blood soaking the ground beneath Behemoth.

"Hang on Sweetie, hang on...oh honey, I know it hurts, you're-"

~So much blood.~

"You're gonna be okay, I promise, you're gonna-"

~Can't get the bleeding to stop...~

"Be just fine..."

~Behemoth, what happened?~

The voice of Luna sprang echoed through his head, her concern palapble.

~The bastard he...slit a fillies throat. Luna, I can't stop the bleeding, I need you here, now.~

~I can't leave, the doctors still haven't arrived, if I leave now, the teacher dies.~

~If you don't get here now Sweetie Belle dies!!~

~I...Behemoth, I...~

Her voice was thick, heavy with emotion.

"I can't make that choice, who lives, who dies...I don't want that power, I won't make that decision.~

Behemoth worked, his wings a blur, bright red blood welling out from between his feathers, Sweetie's complexion fading, the light draining from her eyes and the color from her body, she was turning pallid and grey...she was growing cold. Luna's voice, choked and breaking, whispered in his ear.

~Tell me who to save. Decide which lives. I...can't, Behemoth...you have to chose.~