"You know, I never wanted to be a Guard."

Behemoth's voice was calm and clear, resounding through the plastic wrapped ruin, the clarity of his words in conflict only with the steady drip of liquid into liquid, and the barely heard clink and clatter of swaying steel chains.

"Oh, sure, there was the time as a colt when the excitement and heroism of that life appealed to me, back when I was...seven, maybe eight, and I thought it would be all...fighting dragons and saving the princess...but I'm sure most foals go through that stage..."

He spoke from the corner of the room, standing over an expansive, recently installed stainless steel sink. The metal on metal clink and muted clatter could barely be heard over the quiet rush of cool, running water. He was slowly, methodically cleaning his tools, the utilitarian plastic apron and face shield sat nearby, dewed and glistening with the remnants of water as they air dried.

"Hell, even you probably had those same fantasizes, am I right?"

He was answered by a barely audible shuddering moan, and the implacable drip, drip, drip.

"Of course you did."

He shut off the water and stretched, a long, leisurely motion, his back arching, wings flaring, legs out to their extremes, he let out a satisfied grunt as fit and toned muscles flexed to their limits. He turned to face his conversational partner, leaning back against the sink as he continued to speak.

"There is still some...grandeur, some pride in that life, don't get me wrong, I have nothing but respect for those who choose that life...or have it chosen for them. It just never appealed to me, not really. You know what did? Go on, guess."

A smile spread slowly across his face, not a grin of joy or excitement, but the look a predator might have when it knows it's cornered its prey. His eyes were locked on his adversary with all the gentle compassion of weapon sights. The faint clink of metal could be heard as the figure stirred. It made a noise, wet, slippery and inarticulate, it wasn't words as much as sound, vaguely portraying a negative.

"Wrong! A doctor. I always, from the time I was just out of diapers, wanted to go into medicine. To be a surgeon, specifically."

He slowly strode across the room, moving with unhurried, casual steps.

"Now, I know what you're gonna say, that only uni's can be surgeons, that you've gotta have magic to be that precise, but, heh, I guess you know first hoof that that isn't quite right, eh?"

Another smile.

"The equine form always fascinated me. Muscles, tendons, bones, arteries and veins and nerves. The hidden complexity of our form, the intricate and unfathomable design of what we are...amazing, simply amazing. You know, I mapped my first circulatory system, my own, when I was just eight years old, sealed my first ruptured artery before I hit a decade, how's that for impressive?"

Another non committal whimpering moan. The continued steady dripping. Behemoth reached up, flicking on the over head lights which came to life with the telltale low hum of florescent's. Their harsh, clinical glare casting around the other form present, finally bringing him into the light.

The form, at first, was unrecognizable for what it truly was. Looking at it in passing, one might mistake its general form as that of a massively over sized flower, half a dozen equal and perfectly identical tissue thin petals, so delicate that pink tinged light glowed through them, framing a central stalk. That mistake of identification wouldn't last long however, before one noticed that this stalk, gleaming wet and red, had a distinctly equine shape.

Rat Face, terrorist, murderer, rapist, had been peeled. His skin flayed from its subcutaneous tissues with an impossible to imagine level of care and skill. Six perfect and identical triangular strips of flesh, starting at the crest of his head, had been peeled back, folded over themselves and held down and out, speared and held taught, each by a delicately worked hook of silver, which in turn joined a length of industrial chain, clinking and tinkling up into the dark recesses of the ceiling, holding those dripping petals in that floral form. His face and throat were the only remaining patches of skin left north of his exposed rib cage, that flesh left specifically and deliberately pristine.

Nothing must interfere with his ability to speak. His ability to scream.

Two much larger and less ornate hooks through the meat of his shoulders held him aloft, his hooves dangling limply. They marked the only damage to the underlying meat. The skinning had been done without flaw, leaving a perfect medical model of what lay beneath. The brilliant red of exposed muscle, the gleaming white of ligaments and tendons, the criss crossing circulatory tapestry of vein and artery, visible, and still functioning, beating and pulsing with the life that still flowed through their intact membranes.

The grim tableau was accompanied by a gleaming tray, circular and wide, spreading beyond even the outer reaches of his petals, full with a shimmering mirror of bright red, broken by the steady drip, drip, drip, and the ripples they caused. It's wide rim carved with intricate runes and indecipherable sigils, which pulsed a dull fire orange with each drip of blood. It was a tool from a darker time, for this specific purpose.

Enchanted by the most powerful magicians of it's era, an era stricken from every history, deleted from every weathered tome, an era specifically cast aside in a desperate, and futile attempt to deny that it ever existed. It captured every drop of blood to hit its mirror smooth surface and transferred it back into it's host. This gleaming, arcane tray ensuring that the punished wouldn't be granted an early reprieve due to blood loss.

Behemoth stood still for a moment, head tilted to one side, the ghost of a smile just passing over his lips. He stood there in silence, for what may have been minutes, drinking in the details of his labor.

"You know, you might be the pinnacle of my craft. Yes, you are the most beautiful thing I have created. So far, at any rate. Take pride in knowing that. Revel in the perfect beauty I have given you. Thirty six others have felt my skill before you, that's thirty six faces I remember in exquisite detail. With, and without skin. Congratulations on being lucky number thirty seven."

He moved away to a low, modular shelf pushed against the wall, his movement accompanied by the faint fluttering of the tomb of plastic that encircled the room. Preceded by a soft crackle and hiss, beautiful, slow music slowly filled the room. The singular quality and mastery of skill produced by a single instrument.

"Octavia. Her first major public performance. Suite number one, Bach. She played her way into a fourteen minute standing ovation, and two encore performances. Every note perfect and beautiful. A masterpiece. I watched this performance from fifteen feet away, I was standing post as a rookie, guarding backstage, you see...I've never heard anything in my life so beautiful."

As the music, as heavy and delicious as thick cream filled the room, Behemoth's eyes closed, and a smile of serenity bordering on ecstasy slowly blossomed across his face. Starting slowly with barely a twitch, the blade he held began to move in pantomime of the smooth, deliberate motions of the bow that had created this wondrous art. He didn't speak again, until the several second break between prelude and allermande.

"Now...it's time for me to continue my own masterpiece."

As the music rose and swelled, a second melody came up in competition, discordant and jarring, the sobbing screams still somehow melded with the timeless music. The gleaming blade moving with all the surety, skill and speed of Octavia's bow.

- - -

Though she'd never admit it, not even to herself, she was sore.

It was a sensation most wouldn't believe she was still, if ever, capable of feeling, but the truth was, the exertion of her...transformation, had left her dangerously drained. It had been a long and maddeningly solitary decade of centuries since the last time she'd slipped like that. Since the last time her fury and its accompanying madness...and power, had consumed her so completely. Deep in thought, she absent mindedly rubbed the faint bruise that discolored her cheek, the only physical trace of the blow that had unleashed her true power, however briefly.

The Apple family, had, without a moments hesitation, out of either friendship or gratitude for saving little Applebloom, offered shelter to Derpy and Behemoth in the aftermath of the destruction of their home. Derpy had been bundled off into the main house, where she shared Applejack's room, sequestered and locked away, hidden from the world after the brutality and violation she had suffered. AJ, kind and strong and confident, was at a loss as to help the grey mare with the golden mane. What the naively cheerful and always smiling mail-mare had endured was terrible on a level she couldn't comprehend, and was a challenge she had no idea how to fix.

Luna, who hadn't returned to Canterlot in weeks, was included in that generosity, and while the hastily removed from storage couch she was now reclining on was lumpy and moth eaten, it was factors of magnitude more comfortable then any she had encountered in the royal city. She'd come to know it's every bulge and heap in the several moonless nights since the attack. A stretch of time she'd spent wavering into and out of a near comatose state, sleeping, sometimes, twenty hours a day as she sought to recover her strength.

There were only two ways to hasten this process, one wicked and unthinkable, a parasitic crime she'd sworn never to commit again...and the other...well, the other...

The reverberating thump of hooves on the porch and the quiet hum of voices told her that he was home. The words that were exchanged were little more then a low drone, any specifics impossible to discern. After the events of three days past, subtlety had stopped being a concern. The Apple family farm was now alive with a full platoon of Lunar Guards, in full combat armor and armed to the teeth. They'd failed once in their primary task, harm, trivial though it may be, had come to their charge. It would not be allowed to happen again.

`The voices outside rose and fell, always staying just below the limit of comprehension. After several moments, a booming, unmistakable laugh erased any final lingering doubt as to who had arrived. The screen door opened with a squealing rasp, the heavy wood of the main door following suite. Silhouetted for a moment in the streaming bright afternoon light, a familiar shadow form coalesced out of the brilliance.

As her eyes, always more accustomed to the darkness, adapted to this sudden surge of bright, the first detail to emerge from the inky black of his form was a wide mouthed, gleaming white grin. Behemoth stepped over the threshold, letting the door sweep shut behind him with a dull thud. Now, in a more subdued light, that grin was easier to read. It was the unmistakable grin of a being without a care in the world, a look of happiness and contentment without subtext of pain or weariness. It was a look she'd never before seen on his face. A look at home on a filly, not a grizzled veteran who'd just spent the last several hours carving into living flesh.

Luna had seen much in her many centuries. Death and destruction on a scale unimaginable to mere mortals. She'd watched as tens of thousands died screaming on the battlefield of a single day. She'd watched the earth itself open like a jagged maw and swallow entire cities. She'd personally ordered, and in many cases, carried out the deaths of more faces then she could ever hope to remember. Still, that look, on his face, with the first hand knowledge of the seething, writhing dark mass of madness and hatred that roared and battered, barely restrained behind the mirrored wall within his shattered psyche, that look sent a chill up her spine. It truly, genuinely frightened her, for the first time since her return from banishment, and many, many years before.

"Ahh, hello there my dear, how are we feeling this lovely afternoon?"

His voice was a shocking departure from the grin, low and rolling, smooth, baritone, and predatory to match the dead pallor of his single eye, darkened now almost to brown, its traditional luster and life seemingly completely erased. The effect was completed by a vapor-fine spray of crimson that shot up his neck and up the cheek under the milky orb of his dead eye. A microscopically fine misting of blood, all but invisible, until the sunlight caught and reflected the tiny pearls of liquid like a hundred thousand rubies.

Taking in the full details of his form, so drastically different from his norm, the changes all the more disturbing by how subtle and easily missed they would be for most. But then, most couldn't move through his mind at will. She could...but shied away from that deep connection. There was something very, very wrong in him, and she dared not look too closely at it, for fear she might recognize it's darkness from her own. She suppressed a shudder, eyes never leaving his, searching for a spark of life that wasn't there, silently hoping for a glimpse, for a hint that he was still in there, that he hadn't been lost completely.

It was a futile search.

It took her several seconds to find the words, and to be certain that the wary, nervy tremor she felt didn't find its way into her voice. She wouldn't let her suspicions visibly rattle her calm demeanor.

"Better. Slowly better. It will take some time yet for me to regain my strength, as I'm sure you know."

"Yes...yes of course..."

His words were quiet and perfectly spoken, but something in their inflection gave them an almost hissing, serpentine tone, it made the hair on the back of her neck stand on end. He moved to the sink as he spoke, gliding through the room with effortless, delicate care, even the light seemed not to be disturbed by his passing, as if he weren't really there.

"You've taken, what? Five, six of my Guard today? They just don't have the...heh...juice you need. At this rate it'll be weeks before you've recovered from your...display."

She looked away, from him, tearing her gaze away as he sedately rinsed the fine mist of blood from his coat.

"Yes, well, true as that may be, there is another way, with your help, I could-"

"Yes, you are very right my dear, there is another way. A way that you could regain all of your diminished glory, a way for you to become more potent then you have since you spent a thousand years in your celestial prison..."

He turned slightly, just enough so that the pale, milky orb of his dead eye caught hers, as if it could still see. This time, the grin matched the dark sparkle in his dead eye. She knew where he was going with his subtle hint, what dark path he'd gone down with that suggestion.

"That magic is forbidden, and for good reason! That kind of evil, that kind of...of...parasitic theft, it's unnatural, its a crime against-"

A low, rolling chuckle cut her off mid sentence, and he leisurely turned to face her fully, bringing that amused smirk back into sight.

"Forbidden, you say. Unnatural. Kind of like...oh, say...pulling a soul back from the afterlife, and forcing it's torn and shredded spectral from back into an equally torn and shredded corpse? Do you mean forbidden like that? Unnatural like that?"

He came back across the room towards her, the light, horizontal slats of late afternoon orange beamed across the room through half closed vertical blinds, rolling across his form as it slowly, fluidly and leisurely moved to her. She saw something...off about his form, something not quite right that she just couldn't put her hoof on.

"Because, I'll tell you what darling, and you can take my word for it..."

All humor drained from his face as his smirk faded like vapor. All emotion went with it. His face was left a featureless mask. Devoid of life.

"That...little trick, from the receiving end...that stunt felt pretty damned forbidden. Pretty fucking unnatural to me, and that didn't slow you down one bit."

"This is...what you suggest, its...completely different, I...I saved you, I brought you-"

Behemoth exploded into sudden booming laughter, rolling peals of mirth whose sudden bursts would've made a lesser mare flinch and draw back. Luna didn't so much as blink. The unexpected eruption was enough to cause the Guards flanking the door to open it and peer in. They appraised the situation in silence for a second or two, long enough to see that Luna was in no danger, then, quietly, with just the faintest squeak of hinges, the door shut, leaving the two shadow forms once again alone.

"Oh, my dear, you misunderstand! You think I'm angry for what you did. That I bear you some ill will for bringing me back. Oh, my lovely stellar goddess, no. No, no, no. I thank you for what you did. Even with all it's..."

A slight frown crossed his face, flowing quickly into a toothy smile as his search for the right word bore fruit.

"...side effects. I wasn't done living yet, you see. I wasn't ready to die, regardless of just how determined that barn sized bastard was to snuff me out, I still had much, so, so much to do."

"Then why?"

"Why what? Why would I bring that up?"

He moved back into the kitchen, from cupboard to sink to stove, speaking as he bustled.

"Because it's the perfect example. The perfect segue. It was magic that has been outlawed for centuries. Ancient, dark, and wonderfully, beautifully POTENT. Powerful on a level that hasn't been seen in a millennia."

As a range top gas burner hissed and popped to life, he leaned back against the counter, turning to face her form, motionless except those miles deep turquoise eyes that tracked his every slightest motion. He read the guarded caution in her beautiful eyes. It pleased him that he could still have that effect on her.

"But you used it anyway. Used it and damned be the consequences. Correct me if I'm wrong, but the outlawing of those magics...that was done by your sister, during your banishment, wasn't it?"

Finally, she spoke.

"Yes. It was. She decided that that kind of power was unsuitable for Her...Our, Empire. That the power to control the ebbs and flows of life itself was a power too prone to be abused and misused."

"Exactly! Exactly my point."

The tea kettle began to moan beside him, a building, puffing rush that evolved into a wail before he pulled it from the burner. He poured two mugs...then stopped, fore hooves on the counter, his back to her. The flickering yellow flame had caught him in its trance. When his spoken again, his voice had changed. Dropping once again it's veneer of cheerful energy. His words carried no emotion as his eye reflected the flames.

"She did that to control you, you know."

That statement, simple and direct, caught her off guard.

"Wh-what?"

"She knew that you had studied that school of magic, that you were the single most talented and powerful practitioner of those arts that has ever lived. She knew that, and outlawed them to keep you under control. To keep you obedient. To weaken you and keep herself in prominence. "

"Don't be ridiculous, she and I are equals, I am no more subservient to her than-"

"Equals. No. Maybe once, but not any more. You see, she uses your guilt, your sadness over events antiquated to the point of myth to maintain her dominance. She knows, that when you are both at peak, that you could stand her down, that you could match her blow for blow, strength for strength, and she can't have that. She accepts her true form, she embraces her full power, while using masterful manipulation of your conscience to drive a wedge in you, separating you into a more...controllable, form."

"How could you...no. No, that's not the way it is, Behemoth. She would never..."

Her voice was losing some of it's surety, her resolution starting to sound hollow even to her ears. She looked away from him, to the floor as these thoughts that she'd tried so hard to ignore in her own mind, were spoken by another. He continued.

"She has twisted you, broken you down, and there is only one way you'll ever redress that cruel imbalance."

He turned again, and came back over to her one more time, a wing tip wrapped around each steaming mug. He spoke quietly, his voice dropping in octave with every step he came closer, when they were face to face, it was little more then a whisper.

"Embrace the Darkness."

Slowly, her gaze traveled back up to meet his. She couldn't...wouldn't quite grasp what he was suggesting. He made sure there was no chance to misinterpret.

"I can feel it in you, the raw, unbelievable power. I saw you use it, as the house burned around you, I watched you flay alive the fool that dared strike you, watched as you took him apart, blasting his constituent atoms into the void of nothingness. It was beautiful...you, were beautiful."

He set her mug on the table, and moved to her, sipping his own.

"More beautiful then I have ever seen. You were darkly radiant, like an inverted sun, brilliant, powerful, and black as the night you own."

He leaned forward, planting a gentle kiss, little more then a whisper of flesh against the regal arc of her jawline. He whispered, lips almost touching her ear. His breath was cold, like a mortuary wind.

"Nightmare Moon."

She didn't draw away, didn't recoil. A deep, steadying breath kept her strangled grip on the final vestiges of her composure.

"Open yourself to her...open yourself...to your true self. Cast off the desperate restraints of those who fear you, those who seek to control you and enslave your strength. Show them. Show them the true power of a God. What you are truly capable of."

She felt it stirring within her again, that seething, monstrous form buried deep in her psyche took great pleasure in his goading. He leaned back, a knowing smile on his face. He watched her eyes, focused past him, twitch and shudder, flicking back and forth between ovoid, and predatory, serpentine slits. He took a long draw from his tea and moved past her towards the door.

"I'll see you tonight, my dear. There's so much work still to do."

With a squeal-swish, the door closed in his wake.

- - -

Some time had passed, unnoticed in the ringing silence, when the door opened again. Luna had managed, in the quiet solitude since Behemoth's departure, to force the dark passenger back into its restraints, the psychological effort of which left her feeling more weary then ever. She couldn't help but consider what had been said. The most troubling aspect of Behemoth's tirade was the fact that it had been flavored with more then a little truth. She was happy for this latest distraction.

"Princess?"

The voice was young, male, strong and clear and vibrant, it rang across the tomb silent room. The speaker, standing back-lit by the brilliant glowing rectangle of the door, was a perfect equine silhouette, jet black and without feature, a life sized figure carved in obsidian.

"Shade."

She'd returned to her couch in the interim, her relaxed physical form in sharp contrast to the flurry of activity in her mind. It always did her heart good to see him, youngest of her Guard. Here was a colt who still held onto his youthful naivete and enthusiasm, even though he'd been disparaged against as an outcast since he'd been brought in from the desert. She knew a little about being mistrusted or feared for not falling into the comfortable mold of 'normal', and his ability to take all that in stride had warmed her to this strange orphan, almost as much as she'd warmed to his surrogate father.

"I hope I'm not disturbing you, ma'am."

"Not at all, Shade, please, what can I do for you?"

As he crossed to her, his pace faltered for just a second. His features were, of course, invisible and impossible to read, but that slight hesitation was clear indication enough of his nervousness.

"I was...actually, your Highness, I was hoping the Capt-, uh, I mean, Behemoth, was here. Could I speak with him?"

Slowly, with a sigh, she sat up. Even pacing herself, this change in orientation caused her head to spin a bit in a bout of vertigo, yet another not so subtle reminder of her precarious physical state.

"Behemoth is...otherwise occupied."

His features were, once again, difficult to interpret, primarily because he didn't have any. Fortunately, her perceptive abilities were significantly more prominent then what her more...domestic senses could offer. He was disappointed, crestfallen at this news...and mildly annoyed. It seemed he'd been tracking the once was captain fruitlessly for some time.

"Oh. Is he still..."

His obvious hesitance to voice what they both knew Behemoth was occupying himself with wasn't surprising, it wasn't exactly a pleasant topic of conversation.

"Yes, he is."

"I see. Do you...that is, if it's not too much trouble, Your Highness, do you know, perhaps...when he might be home?"

"No. I don't. What do you think I am, his keeper?"

She said it with more force then intended, a rare slip where her displeasure with that fact slipped past her usually masterful self control. Shade recoiled visibly. She immediately regretted the loss of her temper. Shade was, after all, quite definitely NOT the source of her troubles.

"I-I'm sorry your Highness, I didn't mean to bother you, I meant no offense. I'll just, I'll go find him, sorry ma'am."

With another sigh, she brought a wing in, closing her eyes and rubbing the bridge of her nose, she spoke as she did so, wanting to catch him before he'd had a chance to beat a hasty retreat out the door.

"No, no Shade, I'm sorry, I didn't mean to snap at you. It's just this...I'm...not quite feeling myself at the moment. To answer your question with more civility, no. As of late he comes and goes without rhyme or reason, I honestly couldn't even begin to guess when he will be back here again."

"Oh. Well, that's alright ma'am, I mean, your Highness, no need to apologize, I'll just be going..."

Weary as she was, she couldn't help but smile at his youthful, unintentional lack of tact. It made for a refreshing change of pace.

"Shade."

Her beautiful, smiling face and the flash of good humor in her brilliant eyes stopped his second retreat in less then a minute. The tense feeling of agitation that had filled the room seemed to be swept away on the summers breeze by that smile.

"Behemoth is not here, but I am. Perhaps your concern is something I may be able to assist with?"

"Um...I...uh...that's very kind of you to offer, ma'am, but I wouldn't want to bother Your Highness with something so-"

"Shade."

"Uh...yes, Your Highness?"

"Stop calling me Your Highness, I have a name, I would much prefer you use that. I have little patience these days for titles."

"Oh course Your Highness, anything you say."

"Shade."

"Oh! I mean, of course...umm...L-Luna, I'll...try to remember that...ma'am."

His difficulty was enough to coax a laugh from her. With slow, steady beats of her magnificent wings, she motioned him over to take a seat in a oft patched old armchair. Hesitantly, then moving so fast to accept the invitation of the Princess that he almost knocked it over, Shade accepted the invitation and sat.

"Now, my dear colt, tell me what is so important to speak to him regarding that you have been chasing him hither and yon over the last day and a half?"

"I...I was thinking that..."

His voice displayed his apprehension, but now, finally, he managed to meet her eyes.

"I want to talk to his sister. To...Derpy. I think...I think I may be able to help her."

Luna processed this in silent stillness for a few moments, then nodded slowly and leaned back against the couch. When she spoke again, her voice was low, barely carrying the distance between them.

"Are you certain that that would be such a good idea? After what she's been through, do you think the approach of a...forgive me, stallion as strange as yourself would be beneficial to her in her current state?"

"Well, I...I'd of course leave if I bothered her, but...I believe I can help her through this."

"How?"

She heard a slight chuckle, and got a strange sense that his unreadable face was displaying a sadly ironic smile.

"She feels alone right now. Cut off from the rest of the world and everyone in it. What she...what that...animal did to her, she...I don't think she feels close to anyone right now, I don't think she thinks she can trust anyone."

Luna nodded again. Carefully, she chose her words. This was a conversation that couldn't be handled rashly.

"And what of her brother, do you not think this is a task that he might be better suited to?"

Shade's response was preceded by an angry snort, as he looked away for a moment, subtly but visibly shaking his head.

"Forgive me ma'am, but in his...current mental state, I'd feel safe saying that Behemoth may be the last pony on the planet that should speak to her right now."

She recalled the recent manipulation he had played on her, the brilliantly cruel choice of words that had cast so much of her past into doubt. The thought of what the mind capable of that might do to one as injured, as currently psychologically fragile as Derpy...

"You...have a point, Shade. Still, why do you think you would be the most suitable?"

"I...know a little something about...feeling alone. Out of place. Adrift and solitary in a hostile, ugly word, unsure of who...or what I can put my trust in. I've been through that myself, and maybe...I can help her see that the world isn't as ugly as it looks to her right now, that...the ponies in it aren't as evil as they might currently seem...at least not all of them..."

She couldn't fault his logic. Although her position as royalty saw that she was expected to be aloof and away from the internecine, mindless barracks drama that was so endemic amongst the two separate Guard contingents, even she had heard tales in passing of the cruelty and mistreatment that had been heaped upon young Shade. While his difficulties, especially in the wake of the Changeling attack, were significant, they paled in comparison to the experience Derpy had recently endured...still, she understood she'd be hard pressed to find another that might be able to assist the young mail-mare with her current tribulations.

"I see the logic in your request, Private. You know that this choice will anger Behemoth, whether you are successful or not?"

"Yes ma'am, I understand that he wouldn't likely approve in his current state of mind."

"And you are willing to bear the brunt of those consequences?"

He took a moment to consider in detail specifically what those consequences may be. When he answered, there was no waver or hesitation in his voice.

"Yes. I do."

Luna nodded, a very slow, jerking motion. Her vision was starting to darken around the edges again, her body and mind growing heavy. It was time again to sleep.

"Then you have my blessing. Just...be patient...her recovery...will not be...swift."

By way of response, Shade bowed, and slipped from the room without another word, his hoof falls barely making a sound on the stairs as he worked his way up. Luna was asleep once more before the first of his gentle knocks at the bedroom door.

- - -

"Hold still, you sniveling wretch, this is precision work, how can you expect me to make an accurate cut with you writhing about like you're being electrocuted?!"

A sobbing moan was his only reply. The skinless, raw red form he was working on continued to shudder and tremble, the flexes and stretching of naked tendon and muscle tissue visible as they worked in the open air.

"Almost...just need the last bit of the circulatory and nerve bundles...THERE!"

Like a triumphant conqueror, Behemoth hefted his prize free, and cradling it carefully, lowered it into an ice bath for preservation.

"You see, now that you've finally cooperated, now that you've finally given me some information I can use, I can reward you. Now, with this, once the graft has been completed, you'll have the exquisite honor of living on in me."

He worked quickly, taking up position in the center of a multifaceted mirror wrapping a third of the way around his head, a tray of surgical tools, polished and gleaming ready at hoof.

"Quite the specimen, yes, this will do nicely. Now, quietly sit there until I've finished this."

Reaching down, he pulled his prize from the shallow cooling bath. Trailing several inches of nerve fiber and a delicate web of capillary tissue, he brought the cartilaginous cup of a severed ear up to the vacant stretch of scalp where his own had been up until a few days previously.

"Guards!!Get in here!!"

Even though this was the first time they'd been summoned into the dark recesses of what had once been an elementary school, the Guards posted to the door...more to keep any out then to bother keeping the restrained in, they responded with laudable speed...until they caught the first look in several days of what had once been Rat Face.

One of them managed to control himself, swallowing past the sudden crippling nausea that had his compatriot doubled over, vomiting profusely. He did his best to ignore the thing dangling and dripping at the center of the room, and stay focused on Behemoth.

"You called s-sir?"

"Yes. Gather the...what is it, Wednesday?"

"Friday sir."

"Friday. Huh. Guess it's true what they say."

"What...what's that, sir?"

Behemoth turned, to face the guards, his newly acquired ear sutured in place.

"Time flies when you're having fun. Gather the second platoon, have them form up at Town Hall, I'll join them there shortly."

Without another word, the guard helped his retching friend back onto wobbly legs, and threw a haphazard salute, which was promptly ignored, as they left.

- - -

It was much later and Luna had awoken again. It was an unseasonably cold, dark night, the forth in a row without the beautiful luminescence of her moon. She felt a pang of guilt at having neglected her duty for so long, but she quite simply didn't have the power. If she was still too weak tomorrow...or was it now later today? She wasn't quite sure. Either way, perhaps she would see Twilight, and, perhaps, the young unicorn would prove gifted enough to-

Her quiet musings were silenced as she felt a familiar presence approaching the farm. She was, of course, passingly aware of the Guards, even in the wee hours of the dark, manning their posts and patrols. They were visible in her minds eye as little specks of white light, tiny stars against the blue-black tapestry of the night, moving along their own silent paths, in pairs or groups. In contrast, this new presence was glowing a dirty, faint orange, like a fire place coal guttering out the last few of its breaths, barely visible, and solitary.

With peerless grace, and feeling slightly refreshed after another full day of recovery, she rose and slipped out of the room that the Apple family had so generously provided for herself and Behemoth. Like a ghost she slipped down the upstairs hallway, past Big Macintosh's room, and the booming, bass snores that seemed to barely be contained by the door. He was a lovable brute, with a heart larger still than his truly massive frame. She'd grown quite fond of him in the time they'd spent in each others company.

Next, she drifted past Applejack's room, in which she had been as generous as to invite Derpy to stay with her. Applejack was sound asleep, doing her apparent best to compete with her older brother with her own voluminous snores. Derpy however, Derpy was still awake, sitting alone in the night, staring out the window into the inky black. The turmoil of her mind was enough to stop Luna in her tracks, and she had to fight the urge to go to her, to offer what comfort she could...

She moved on. Down the stairs, she heard the barely there thump of hoof-falls across the living room, and a bright rectangle of light shot across the house from the downstairs bathroom. Her momentary hesitation had delayed her long enough so that he had already made it inside. As she coasted down the stairs, she heard the sink come to life, and caught the unmistakable dirty smoke smell that was uniquely the resulting aroma of a structural fire.

She stood in the doorway behind him, and watched silently as he ducked his head under the running water. His coat was smeared and stained brown and black. His dark mane had been dulled lusterless and flat by the accumulated smoke. As he brought his head up, trails of water ran down his neck and chest, scything away the filth in meandering rivulets. A single eye, blood shot, dulled and empty, met hers in the mirror.

They stared at each other in silence, the only sound the running water. After a few more silent moments, he dunked his head back into the full sink, sloshing water out along the counter and onto the floor.

"Tell me."

Her voice was hardly a whisper, almost lost in the shush of flowing water. He withdrew again, one wing bringing a towel over to his dripping face, the other turning the faucet off. He turned to face her, leaning heavily against the counter as he dried himself. He spoke through the towel at first, his voice as low as hers.

"I broke him."

He smiled.

"I broke him, and he gave me everything I wanted. Names, numbers, contacts in Canterlot, Manehatten and Appleloosa, as well as the location of their base of operations here in town. A warehouse, just a couple yards down from the rail station, right on the tracks."

He gently brushed past her, moving towards the kitchen, speaking softly as he did so. She turned and followed. Absorbed with their own conversation, neither heard the creak of a lose board as weight shifted at the top of the stairs.

"Ingenious, really, to give credit where it's due. Set up there, they could off load supplies, equipment, recruits...anything really, in broad daylight, and not a soul would notice anything out of the ordinary."

Luna winced back slightly from the sudden assault of brilliant light as Behemoth opened the fridge, pouring himself a glass of milk.

"They'd been tracking us, watching the Guard around town, and me specifically, for some time. I'd made their scouts weeks ago, they were laughably inept, so I decided to use them."

He offered her the bottle, which she took. It was deliciously cold. She let him continue uninterrupted.

"I formed up the second, and spooked them into flight, let them retreat, and swept through the town slowly. Much more slowly then we strictly needed too. I wanted to give them a chance to spread the word, I wanted them to marshal their forces."

He smiled, a look of genuine pleasure. Given the nature of the conversation, it was a bit unnerving.

"They obliged. We watched them retreat out of homes and businesses, run out of alleys and side streets, like cockroaches scurrying from the light. There had to be...thirty five, forty of them, maybe more that we were herding."

"So, what did you do once you had them cornered?"

If possible, his grin grew even wider. Replacing the bottle in the fridge, he moved towards the door out onto the porch, silently motioning that she should follow. She did.

The cool air, the faint breeze carrying the scent of apples, even without the light of the moon, it was a beautiful night. Silently, he pointed off in the direction of town, where a flickering orange light was visible.

"They'd barricaded themselves inside the warehouse, set up a...haphazard yet effective defensive line inside. I almost lost two Guards trying to force the gate. One will recover, back on his hooves in a week or two, the other...well...if she makes it through the night, she'll probably never walk again."

As she watched, the gnawing, disconcerting feeling in her stomach grew. Now, she could clearly see the flames, flashing high enough to be visible even from here, a fat column of dirty smoke smudged vertically into the sky, a pillar of brackish brown seemingly immune to the faintly stirring breeze.

"We barricaded the structure. Every door, every window, heh, we even sealed the employee entrance's mail slot and the skylights. We piled kindling around the structure, bracken from nearby, smashed barrels and crates from the rail depot, several dozen pounds of coal from a waiting tender..."

He turned to her, his smile having faded. Back-lit by the flickering orange, he was now little more then a dark silhouette.

"And I lit it up. It didn't take them long to figure out what we'd done. They pounded and clawed, smashed at the doors and windows, blasted away with magic, scrambling to find a way out."

She drew back from him, his head haloed in a now sinister ring of orange. Revulsion welled up from within, clenching her throat and causing her heart to pound, but the revulsion wasn't alone.

"They begged and pleaded, swore and railed and cried, but we'd done our job well."

Along with the seething disgust, rising up in tandem with it, she was dismayed to recognize...satisfaction. Pride in him, and what he'd done. The way she subconsciously responded terrified her.

"I don't know what got them first, the smoke or the flames...some to each, probably, but, we'll likely never know."

He finished his drink, setting the glass on the porch railing, and stepped down into the yard. If he noticed her discomfort, her conflict, as he was sure too, he showed no sign. She finally spoke.

"Behemoth this is...that's..."

She shook her head slowly, taking a moment to compose herself before continuing.

"I remember what you were like, when you first gave up the mantle of Inquisitor. I remember how it ate at you, how the...memories of the things you've done haunted your dreams and tore at your mind. The way you would writhe and mutter and cry out in your sleep,"

She moved forwards, a wing stretching out to him, gently brushing against the back of his neck.

"I can still plainly see the dark, suppurating wound those tasks have carved into your psyche..."

"Listen, Luna, I..."

For the first time in several days, his voice was wavering, unsure. Maybe, just maybe she was getting through to what was left of him...maybe.

"No. No you've said enough, now listen."

After a moment he closed his mouth and nodded, his face an unreadable mask.

"You need not do this. There are other ways to gain the knowledge we seek, you don't need to destroy them...and yourself like this."

"Yes, I do."

"No, you-"

"YES. I have to be the one to do this!"

He tore away from her gentle grip, turning away and taking several long strides down the lawn.

"It has to be me, don't you see that? I'm the only one who will...I'm the only one who can do this."

She pursued him, trying once again to turn him to face her.

"No, there are other ways..."

Again, he shrugged her off.

"No, there really aren't. This is the only way, and I'm the only one who can be trusted with it."

Finally, he turned back to her. Even if she hadn't been able to sense the billowing conflict in his mind, she'd have been able to read it in his eye. Her eyes locked on his, refusing to let him turn away or retreat any longer.

"This task will kill you, just as surely as it will kill him. If you end his life, after all else you've done..."

She pulled him into a fierce embrace. He was cold to the touch.

"If you do this...there will be no turning back. There will be no way to return down this road you have chosen. If you destroy him, you destroy yourself."

"Ridiculous, I've killed a score of these bastards, why should one more-"

"It isn't the killing that will see the end of you, it's everything that you've done before it. He does deserve death for what he's done, there is no disputing that, but what you've done to him-"

"He raped my little sister. He destroyed her home. He slit a fillies throat. Pulled who knows how many innocents into this madness and death. The madness all throughout the Empire, he is indicative of the plague rampaging through our lands, and the body count is growing every minute. I WILL end him. I will flay him, tear him to pieces, rend flesh, shatter bone, tear gristle. He WILL die in pieces. He WILL die tonight."

"Don't do this!! There is still a way back for you, still a life that doesn't have to be about death! Stay here, stay here with a sister that loves and adores you, with friends that are good enough to be family..."

Her voice choked up, her throat felt in a vice, and finally, making it's way past her monumental restraint and self control, tears ran down her cheeks.

"Stay here with me. You don't have to do this...you have to want to not do this..."

He moved away with a heavy sigh, pulling free from her grasp once more. He stopped, one last time, just before vanishing into the trees. His head lowered, he spoke without turning. His voice was heavy, tired.

"I do this not because I want to...I do this because I have too. If I don't finish this, who will...If not me, then who?"

Without waiting for a response, he moved off into the night, leaving the Princess to struggle with her own demons, as the concealed third party listened to every word.

- - -

"I told you."

The clatter of metal against glass, the strong chemical stink of alcohol. The more subtle yet more pervasive coppery tang of spilt blood.

"I told you, that once you gave me everything I wanted, that I'd release you."

Behemoth removed the protective plastic apron, set aside the face mask. Both were splattered and smeared red.

"And I am a stallion of my word. You've earned your prize."

"Plllleeeeeezzz..."

The sound, barely a word, was choked with wet, the dripping burbling voice of one trying to speak while nearly drowning.

"Pleeeez...keeeel meee...bu 'lestia's grazz...pleez keeeeel meee..."

The restrained form had changed again, what had started as a traditional equine form, small and fragile in the center of a large cleared room, had evolved into something vaguely floral shaped, and, again, grown and changed into what it was now. Smiling slightly, one corner of his mouth pulled up and his head cocked to the side appraisingly, Behemoth drank in the details of his masterpiece.

The entirety of his skin had been flayed away with a jewelers precision. It hung in the back of the room, half visible, like some macabre tapestry, flapping slowly in an imperceptible breeze.

His muscle, tendon and subcutaneous tissue had been removed systematically, each bundle of fiber dangling from the ceiling by its own individual hook. Great care had been made to remove each internal organ, and they too swayed softly, separate from the body, yet still connected by artery and vein and nerve.

There was no more form. Nothing that could be clearly defined as a living thing, merely chunks of meat, separated and dangling, yet still connected. Lungs that were plainly visible, one could watch them puff and deflate. A heart held tight, still beating away...

"You brought me to this..."

Behemoth moved away, back to the five wheeled cart. From it's surface, his intact wing came forward and found a large, utilitarian cooking knife. No frills, no embellishments, just a simple working blade nearly a foot in length.

"I had sworn, not so long ago, that I'd never do this again. That I'd never touch these tools...never carve into living flesh...I had said, and believed, that such a task as this was something I'd gladly never undertake again."

He turned back, crossing to the largest of the dangling pieces of meat, the one that had once been torso and head. He moved slowly, almost hesitantly, hooves dragging.

"And yet, here we are."

He met the single, lidless eye that remained in the mass of bloody flesh, locked its gaze with his.

"In a way, I suppose you could say...you've won. I've been forced back into a life I wanted nothing more then to leave in the past...in that way, I suppose you could say you've beat me."

Slowly, he raised his blade, holding it over head, poised for the final strike. He didn't hear the rustle of disturbed plastic, the barely audible clop of hooves on a wooden floor.

"A Pyrrhic victory, I suppose, but a victory none the less. Pity you won't live to see it. Enjoy hell."

The blade swept down, aimed straight for the quickly pulsing membrane of Rat Faces exposed heart.

"B...brother...?"

Author's Notes:

Took much longer then anticipated, so it ended up being my birthday present to my readers. Enjoy.