"B...brother...?"

That simple, single word, spoken so softly it almost couldn't be heard, stopped the downward arc of his blade a hair's breadth from the pulsing membrane of Rat Face's heart.

"Behemoth, what are...what's that...?"

His whole body sagged, the wing holding the blade dropping to his side. The wing was shivering, the barely held blade wavering in that grip for the first time since the first time.

He spoke without turning, as a barely perceptible tremor ran through him, from the top of his head to the tips of his hooves, to the very end of his wings. It's barely there motion most noticeable by the way the blade twisted and shimmered, catching and reflecting the light from the over head bulbs.

"Derpy. You weren't supposed to come here...you weren't supposed to see this..."

Finally, the blade slipped from his grasp, falling to the ground with a delicate and almost musical tinkling clatter. His voice choked, words being voiced through a throat that no longer wanted to form them. The tremors running through his form with every heartbeat growing steadily more visible.

"You were never supposed to see this..."

Quiet, almost weightless steps came up behind him, he could feel her there, scant inches away, but dared not turn to face her. In the back of his mind, buried deep in the dark recesses where even he dared not tread, something stirred, slithering slowly in the darkness beyond memory.

"This is where you've been..."

She stepped up next to him, so that he could see her out of the corner of his lowered eyes. Her wide eyed gaze wasn't turned to him, but was focused on the thing that had absorbed so much of his time and effort over the last stretch of days.

"This is what you've been doing..."

~No, no no nononononono...~

Her wide, beautiful golden eyes moved slowly over the grim display of his skill, drinking in every terrible detail of his sinister work. He moved, haphazard and sloppily to turn her away, to hide her from what he was, but she avoided his weak, fumbling attempts, pushing them aside with ease matched with gentleness. Her gaze never left the twitching, dripping, suspended form.

"That's him, isn't it. The one who attacked me in that alley months ago...the one who killed Cherilee...the one who slit Sweetie's throat..."

~She was never supposed to...not her, never her anyone but her...~

She swallowed past a lump in her own, but her gaze never wavered, not for a second.

"...the one who burned down my house...who...who raped me..."

With a slow, jerking motion Behemoth nodded, his deep, ever sonorous voice no longer capable of even conveying an affirmative. An immense migraine, as powerful as it was sudden, exploded behind his eyes, each beat of his heart threatening to split his skull, to tear his head apart with the throbbing blasts of pain that appeared without warning or pretext. The quiet, patient madness that he'd satiated over this last week saw in the fragile form of a small grey mare, an end to its reign. Unseen by a trick of the light and the way he turned away, a sudden stream of blood burst forth from a nostril, trailing quickly down his tall, dark frame, falling from his jawline in fat, silent drops.

Unaware of how her brothers mind was collapsing, Derpy had no idea of the monstrous struggle taking place scant inches from her. She stepped right up to what was left of Rat Face, her lovely golden eyes locked on their unnervingly green counter parts that had tormented her dreams for months. She fought to keep her composure, but still a single tear made a solitary trek down her cheek. She swallowed several times past the lump in her throat.

"I...I just, I want to know..."

~Kill her.~

The voice was a soft whisper in Behemoths mind, more of an impulse, an urge more then it was a voice.

The skinless head of Rat Face, held aloft and separate, connected to the rest of the scattered form only by a web of nerves and circulatory tissue, and the long, undulating tube of a bare esophagus, swayed slightly as she spoke, barely restrained tears pearling at the corners of her eyes.

~Tear her apart.~

"Why...why me?"

~You don't want to go back to what you were. Weak, unsure, without drive or ambition...look at what you've done...the glory of your art...look at what I've made you...it's a pity she came here, now she has to die...it's the only way...~

The squirming, shapeless thing clawing through his mind slithered and schemed, drifting through memories, manipulating emotion, twisting thought itself. It was a subtle thing, ethereal as a puff of smoke, yet unmistakably, unimaginably evil. Behemoth resisted the silken temptation, fighting it for the first time since he'd surrendered to it's madness almost a week ago.

~It's for her own good, she'll never be able to understand what we've done here...it'll be a mercy to end her pain...~

~No.~

As his tortured mind exploded with silent, endless fury at that simple denial, Behemoth fell to his knees, his body wracked by brutal twitches and spasms, building steadily towards what would surely be a lethal grand mal seizure. Blood vessels and capillaries throughout his head burst, the fat trickle of blood from his nose was joined by others from his eyes and ears, even a trickle from the corner of his mouth. Still, he resisted.

"Why? What did I do to you?"

~Kill her. If you don't, all our purpose, all our beautiful work will be destroyed. Kill her, add her pathetic form to our masterpiece...~

He shook his head savagely, sending the black cascade of his mane flying along with a copious amount of his own blood. The whispering, twisted thing wouldn't look at her, dared not, it fought to turn his eye away whenever it wandered near his beloved sister.

~No. Look at her.~

The motion shuddering and jerking, as if something was physically, frantically fighting against the act of raising his head, he forced the leaden weight of his skull up, so that the small form of Derpy crawled into the reach of his blood shot and unfocused eye. She looked so small, so vulnerable standing there in front of a disjointed monstrosity of meat that nearly encompassed the entire room. The juxtaposition would have been almost comical, had it not been so terrible.

"What did I...I don't...you could've told me, you could've..."

There she was, one of the two beings that had kept him going, that had forced him back to his hooves after beatings that by all rights should've killed him. After battles that had seen bodies piled, stacked so high that they formed impromptu walls, and blood ran through cobbled streets like a sticky crimson river. That made him crawl out of bed day after day, when all he wanted was the final, blissful release of never having to open his eyes again.

Fragile and alone, she stood against the creature that had destroyed her world, tears pouring down her cheeks as she sought some answer, some reason, some explanation for her pain. Behemoth, for his part, fought on against the insidious, alien voice crawling around the inside of his skull, managing a clarity and force of thought that words couldn't manage.

~I will never hurt her. I will never let YOU hurt her...Look at her. She is why I fight, why I live. I have done terrible things to protect her from the likes of you, and am willing and able to do many more.~

Hissing and slithering, the wicked thing dwelling in his mind recoiled, thrashing in rage as he stood it down.

~I will kill for her...I will die for her...If it takes my life, my very soul to stand between her and the darkness, to grant her a reprieve from even a single moment of pain or misery or loss...if I must die that she can once again know peace and happiness...so be it.~

It's patience and subtle manipulation vanished, it reared up and smashed itself full force against his psyche. Cornered, it no longer whispered and plotted. Pinned, now it fought. Strangely fitting, how a stallion so marked and deformed by endless years of physical conflict, now fought the most brutal, most savage battle of his life through the tortured terrain of his own ruptured mind-scape.

~You may kill me you bastard...you might be the one to finish that task so many before you have undertaken and failed...you might be the one who finally sends me to the hell of my own creation, but if you do, know this...you're coming with me. Whatever hell I've earned for myself, I'll go gladly...but I won't go alone. You're coming with me you son of a bitch.~

Tears flowing freely down her face now, sniffling and fighting back sobs, Derpy lifted her head, once more looking the monster, it's physical form now matching that of its twisted and broken soul, in it's single remaining eye. One more time, voice choked with emotion, she asked.

"Why me?"

Chains clinked and rattled as the formless thing suspended from them used what little muscle control it had left to focus on her. As Behemoth shuddered and writhed, coated in his own blood a scant few feet behind them and ignored by both, a sound, wet and popping slithered out of the mass of dripping flesh, the inarticulate, disjointed sounds all but unidentifiable as the laughter that they were. The words that followed were heavy with pain and exhaustion, inarticulate and wet, their sound more akin to slothful dripping then the projection of words. Still, in spite of all else, they were full of malice and thick with hatred.

"You stupid, mewling cunt. It was never about you."

Faintly, through the roaring tumult of his own battle, Behemoth heard these words, distorted as they were. With a reserve of mental strength he didn't know he possessed, he forced the monster in his mind back for a short reprieve, to more clearly hear the words of the monster in his chains.

"You...were nothing to us...never a target...hurting you...was just a tool..."

As tears flowed silently and ignored down her face, the look on it changed to confusion.

"But...what do you mean?"

More gasping, splattery laughter met this latest question, the sound of his wicked mirth distorted and slurred by the fact that he no longer had lips.

"You still don't get it...do you. Not you...or him..."

The suspended, shapeless pile of meat still somehow managed to swing a portion of its diminished bulk in order to indicate the now disturbingly still form of Behemoth.

"You just...don't get it...this was...never about you...you...never mattered to us..."

Shakily, grunting with the effort, Behemoth forced himself up, taking a single, trembling step forward before the conflict raging in his mind drove him back to his knees, the blood trickling from nose and ear redoubling as the war for his psyche raged on.

"You...were just a way...for us to... go after him..."

Realization dawned on Behemoth like a slap across the face. All this time, all these battles, all the pain and suffering and death that had swept through this quiet, idyllic burg like a hurricane of misery...

"He was...going to retire...to...try and fade...into the background to...become a civilian...we couldn't...let that happen...we had to push him...had to...break him...had to go after what he...cared about, what...mattered to him...to force him back...into this life...this is where we wanted...him...this is what we...wanted him doing..."

He took a deep, gasping breath, the effort of which caused his body to shudder and the chains to clatter and sing.

"He loves you...so we used you...to hurt him..."

Slowly, haltingly, interrupted throughout by shuddering breaths, he continued.

"We had to...break him...had to...keep him off balance...left alone, he would've become a...civilian...no...we couldn't let him...do that, couldn't let the monster just slip away..."

He swallowed, a wet, phlegmy sound as a fat trickle of blood started from the corner of his lip less mouth. He spoke through the blood.

"No peace...never peace for him... for the evil...that stood against...our Queen."

The sadness and barely restrained agony on Derpy's face slowly faded away as the understanding of those words sank in. A blank pall fell over her visage, her eyes the only sign of life as she processed, her mind and her brothers running in tandem, coming, inexorably, to the same conclusion. In that moment, in her quiet, in her stillness, in that single moment, she was more like her brother then ever before. In the still and silence as her mind worked, their familiarity was clear as it was terrifying.

"You did...all this...Cheerilee, Sweetie Belle...all of it...just to...hurt Behemoth...just...to hurt my brother..."

The meat puppet spoke, vindictive pleasure clearly heard forcing itself past the pain.

"We had to keep him from peace...we couldn't...let him rest...we had to distract him...to keep him focused on something else..."

Another wet, choking chuckle.

"What better distraction...how better to...force him back into the fight...then killing his friends...burning his home...raping his baby sister..."

The tears were drying on Derpy's cheeks now. Her sobs had faded and an unnatural stillness had taken hold of her body. With a mechanical motion, slow and deliberate, brilliant, golden eyes, still puffy and red, rose and locked once again onto the vibrant green of the creature that had brought so much grief and pain. Slowly, deliberately, she knelt, a wing tip brushing along the charred floor boards, not noticing or simply not caring about the sudden swirling burst of cold air that flashed through and diluted the coppery tang of spilt blood with the familiar chemical scent of ozone. She didn't notice, or simply didn't care, that the thick and heavy shadows pooled against the wall now moved with a barely perceptible motion deep in their core.

Ignored by all save the newest arrival in her sheltering shadows, Behemoth convulsed, his back arching, bowing at an unnatural angle, he snapped and writhed, his head smashing forward into the charred floor boards. He heaved and wretched, spasming wildly. In her darkness Luna started forward, managing to restrain herself after only a step. Her own hesitant, juttering motion making clear that she wanted to go to him, that she wanted to help...but she knew she couldn't. That this was something he had to fight alone...an evil he would either defeat...or die to. Fighting herself, she watched as he shuddered and retched, vomiting forth an inky black, vile substance as thick as tar, which spat and sizzled on the wood, adding to its charred and broken patina. The effort of expulsion twisted and tore at him, twisting limbs, spine and neck in ways they were never meant to move. All of this was ignored by Derpy, as she finally spoke again.

"I understand now. Thank you for telling me the truth."

With a single blur of motion, smooth, liquid and with a precision she'd never before displayed, she swept up the gleaming steel and drove the fallen blade into Rat Face's throat. Hot, stinking jets of blood sprayed, misting the air crimson and splashing across her face. She didn't flinch or turn away, but jerked and tugged at the blade, wrenching a monstrous, jagged hole in what had once been his throat.

He gurgled and tried to cry out through a throat that was no longer capable of such a task. His effort came across as a heaving, mournful sigh as his lungs emptied, no longer having the ability to keep themselves inflated. His skinless body shuddered and squirmed, twitching in spastic fury as he drowned in his own blood. Derpy stood there, blood trickling down her face like rain off a statue. She made no effort to wipe away the arterial spray, watching silently as the last vestiges of his life flowed away, splashing silently to the floor. Watching as the frantic pain and surprise in that one remaining unearthly green eye faded, dimming to glass. Watching as his restrained yet spastic motion that rattled and clattered his chains slowed by degrees and then, inevitably, stopped. Before long, all that remained was a slight sway on the chains and a vertical river of blood flowing from the terrible, jagged rent which had so definitively separated his throat. As the flood slowed to a trickle, slowed to a last few hesitant drops, she stood. She watched. Eyes still locked on his as the life flowed from them. Her gaze never faltering until the light of life had faded completely, drained away as surely and expediently as the blood from his opened throat.

As the last drop pearled on what had once been his chest, not quite growing heavy enough to fall, she finally turned away. During these intervening moments, Luna had emerged from her shadows, and was tending to Behemoth, wiping away the trickles of blood from nose and ears, and especially from around his mouth, where the vibrant red that so embodied this night had mixed and rusted with residual inky blackness. He was attempting, laboriously, to lift his own blood soaked form from the scorched floor boards.

Behemoth, for his part, was dazed to the point of being senseless. The only sign of his tenuous grasp on consciousness a slurred, inarticulate mumble of half words, tumbling out in nonsense phrases. His normally powerful frame seemed diminished somehow, trembling and incapable of standing under his own effort. Derpy stepped up and lent her own diminutive form to supporting the beleaguered and final living member of her family. Without a word between them, the Princess and the mail-mare carried him away from the finally still display of his horrible talent.

- - -

A cool wind was blowing, snapping and tugging at the sheet plastic that enveloped the gutted husk that had, only days before, been filled with the laughter of fillies and colts. A resonant and uplifting sound that it would never experience again. As the Princess and the mail-mare stepped out into the night, they carried Behemoth between them, muttering and barely lucid, heavy black hooves dragging a clear trail behind him, twitching and occasionally jerking as he half halfheartedly struggled to stand by his own effort.

It was hours before the edge of the sky would begin to glow orange with the coming dawn, and the moonless, cloudless night seemed to stretch on forever. As the three figures moved slowly away, the smallest fell behind. Finding herself now carrying the full weight of her nigh comatose companion, Luna turned to face his little sister.

"Derpy, is something the matter?"

She stood several hoof steps behind, her head turned, looking back over her shoulder. The steady gusts of shiver inducing wind tugging and pulling her golden mane across her face, streaming it out in fits and starts behind her. She didn't respond at first. Luna was about to ask again, when Derpy finally spoke. Her voice, quiet as it was, was clear and sharp enough to cut through the breeze.

"I'll be right back, there's...I forgot something."

Her voice was flat and dead, a void of emotion Luna had come to expect from Behemoth these last few days, but whose troubling lack of feeling or inflection had never been heard from the vibrant and ever happy Derpy. Without another word, she turned back, striding back up towards the shell of the school house-come-abattoir, disappearing beneath the jutting pegs of fire blackened cross beams, which stuck out into the night like rotten teeth from a skeletal maw.

- - -

Stepping through the thick plastic sheeting and out of Luna's sight, Derpy re-entered the school. She moved without hurry, stopping when she'd reached the center of what had once been the structures single classroom. Turning slowly, she drank in every detail of the sundered room. So many memories here...she had spent years of her life in this room...as had her brother before her...and their long lost and beloved parents before them. She remembered laughter of playing friends, long since moved away. It had been years since they'd even spoke. She remembered hours of studying and the echo of the sense of pride that had swelled in her breast at each new scholastic achievement. She remembered when, as a filly still too young, she and an awkward and lanky colt from her class shared their first timid kiss while the rest of the students were out at play. She remembered all the days and weeks waiting here after school, happily drawing...she used to love to draw...as she waited for her brother to come pick her up, walk her home.

She remembered the day he didn't come.

She remembered the pain and violation that had shattered her young life because, that one day, he didn't come.

She made not a sound as memory after memory ran through her mind, like a movie playing out the years of her happy youth behind her eyes. She didn't smile at the happy memories, or balk at the sad. She stood, silent and still and grey as a statue. The only sound she made was her quiet and steady breath, as unrestrained tears rolled down her cheeks.

- - -

Luna waited in silence as the moments crawled by. She turned her attention to resettling the weight of Behemoth across her shoulders as she waited. Her muscles were sore and her bones ached, even from such a plebeian task as this. She was still drained, still far from being back at full strength after her unexpected and unwanted transformation, and even this limited use of physical ability was taxing. Her head throbbed, she needed rest, but she would not leave without the young Derpy. Wouldn't leave her alone against whatever fiends now stalked her mind. Her weary musings almost masked the sound of shattering glass from within the sundered school.

The renewed and fresh scent of smoke reached her just as the first faint orange flickerings appeared from the interior of the ruined structure, starting out so dim that those ghostly orange smudges might be mistaken as a trick of the eyes, a ghost of the destruction wrought almost a week ago.

As the first eye wateringly bright spears of orange and yellow flame clawed into sight, a crisp cut and stark silhouette appeared in the doorway, nothing more then a dark shape, flawlessly outlined from behind by the growing orange glow. It stopped there for a moment, turning back and watching as the flames grew higher and higher, then around again, and slowly moved down the lawn to rejoin her brother and her Princess. Luna saw the faint, still drying smudges on Derpy's cheeks, and the clear and dry eyes above them, the same brilliant gold hue as the one her brother still possessed. Settled neatly across her haunches lay the bulging, worn, and unmistakable weight of Behemoth's packed saddle bags. She made no explanation for the spreading inferno in her wake. None was needed. She resumed her place at her brothers side, sliding under his right wing and easing Luna's burden.

"Let's go home."

- - -

Still hours before dawn, their return had awoken Big Macintosh, who, upon seeing them enter and the burden they carried, was down the stairs in a flash, hefting the twitching and shuddering, yet now silent form of his oldest friend. Mac laid him down on the old and oft patched couch, Luna sliding in beneath him, cradling his head. Derpy found a seat in Granny Smiths ancient arm chair, turning it just a bit to more directly face the couch. Mac's Olympian frame hovered, wide eyes blinking fast, fighting off sleep as he looked over Behemoth's form, searching in vain for the physical wounds that had brought him low.

"Wha...what happened? Is he hurt, ah don see any blood, where'd they hit 'im?"

Luna didn't answer at first, her attention was on the nearly comatose figure. Gently she brought a wing in, delicately brushing across his face and forehead, smoothing back his convoluted mane. Just as gently, her mind reached into his, drifting like a puff of smoke through the gossamer thin petals of his rent and jagged consciousness. She gingerly swayed around the flayed and drifting edge of his psyche, appraising a mental wound so terrible it put any damage his physical form had suffered to shame. Something, however, was different. Something about this zephyrous drift through the landscape inside his skull was new. He was...clean, for lack of a better word. Those underlying currents of darkness that she'd always sensed just out of sight inside his head, as though it actively hid from her, were no longer there. It's mirage-stain was gone. When, finally, she did speak, she did so without looking up.

"He wasn't. This damage is not...physical. This battle took place in his...in what was left of his mind."

Mac slowly sank to the floor by the couch, kneeling next to his brother, realization and understanding dawning on him, but not serving to dissuade his concern one iota.

"What can...how d'we help?"

"We don't."

She looked up finally, and met Mac's eyes, he saw in hers just how bone tired she was, and beneath that, buried under the fatigue, sadness at what Behemoth had been reduced too.

"He will either awaken, stronger now for another victorious battle...or he will wither and die as his very mind, his very cognitive self disintegrates and fades to nothing. "

She looked down at him again, gently brushing his forehead once more. She struggled to keep her voice steady, to restrain the tremble she felt through the vice like tightness in her throat. She didn't speak again, either by choice...or from inability. More then the sadness which tightened her throat, she was tired. So damned tired. Over more centuries that any mortal could imagine, she'd seen...she'd caused death on scales that defied logic.

By all measures, the death of a single stallion, one more Guard dead in her service, shouldn't cause her any more grief then the passing of fall into winter. Just one more brief candle flame snuffed out. A mortal life was, to her, little more then a firework. Colorful and bright, a joyous explosion of sound and light...that quickly faded into the dark, gone just in time for another to take it's place.

She cared for him, surely. She cared for all of her dozens of companions over the centuries, names and faces, mares and stallions stretching back into antiquity, bodies long since reduced to dust, living on only in the flawless perfection of an eidetic memory. He shouldn't be any different, the thought of losing him shouldn't cause her any more pain than the loss of any of those who had come before...

It shouldn't. But it did.

She couldn't explain it, or wouldn't, though a segment of her mind, detached and separate from the tumult of her emotion, analyzed and processed. He wasn't the most handsome, the strongest, the most capable or intelligent of those many lives that she had shared, however briefly. He was, when taken in stock with all the rest, hardly remarkable at all. That is, perhaps, except for his ability to endure pain...

There was, however, something...different about him...something that made the possibility of this death...of the snuffing of this little candle of light something she could not...would not allow to happen. She'd brought him back once, pulled his soul from the pit and forced that ragged and ruptured essence back into a flayed and broken body...she'd done it once...she'd do it again, if need be.

- - -

Derpy sat in silence, watching all of this unfold. Her only motion the occasional sedated blink, as if she was perfectly calm. As if nothing in the world was the matter. Mac noticed this through his concern for his friend, and it was now tempered with concern for the little one he almost considered a surrogate sister. He turned to face her, a massive crimson hoof reaching out to a skull it was almost the size of, gently, under her chin, pulling her eyes up until they met his.

"An you lil one...are you ok?"

Slowly as if surfacing from a great depth, the glint of perception swam back into Derpy's face. Meeting Mac's eyes with her own, she frowned at first, as if she didn't recognize the mountainous stallion that she'd known for literally her entire life. A faint smile, little more then a bit of tension at the corners of her mouth did very little to soothe Mac's concerns.

"Yes...yes I'm fine..."

She gently but firmly pushed his hoof away from her, that plastic not-quite smile frozen on her face. Mac read it for what it was, and pulled back, his concerned frown, which furrowed his brow like a craggy mountain range, didn't fade, but as she looked up over his head, the slightest glimmer of genuine happiness...or at least relief flashed into that smile.

"Shade."

Mac followed her gaze, and watched as a section of the shadow pooled near the front door detached itself from the wall and took two steps into the room. It wasn't Mac's first encounter with the strange shadow-form colt, but this time, as always, his sudden, silent appearance sent an inadvertent chill up the monolithic farm-hoofs spine.

"Derpy, I, uh...you were...uhhm..."

Hesitantly at first, the shadow form moved from the periphery to join the growing group clustered around or on the worn and moth eaten couch. His stumbling speech and hesitant motion belying an unsurety that he never showed on the battlefields that had, in one form or another, dominated his abbreviated youth.

"Is...is he going to be alright?"

Derpy's gaze shifted from Shade to the prostrate form of her big brother, the faint hint of a smile slowly dropped away to a neutral mask. Her voice, however, was still strong.

"Yes. He'll be okay..."

Luna spoke, her voice heavy and tired, in response.

"Unfortunately, we don't know that-"

"No."

Derpy cut the Princess off, speaking over her for the first time in their months of association, and her lovely golden eyes that were oft times slightly off kilter locked onto Luna's with an intensity usually a trademark of her brother.

"He's going to be fine. After everything else he been through, everything else he's survived..."

Derpy's gaze dropped again to Behemoth, watching the faint twitches and subtle muscle tremors that tweaked and pulled at the placid mask of his face.

"He'll get through this...they haven't found a way too kill him yet...he'll get better. He always gets better..."

As if to punctuate her declaration, there was a knock at the door, three quiet taps, still almost thunderously loud against the old wood this early in the morning, coming as the horizon was just starting to brighten from inky blackness to the darkest shade of blue.

Shade dropped low and spun, a blade, as black as he was yet reflective where he was matte appeared , catching the light as he turned to face the unexpected noise. Mac, moving with a speed belied by his monstrous size and power, was shoulder to shoulder...or, perhaps more accurately, shoulder to head, standing beside the much smaller shadow colt. Even Derpy, silent and unnoticed had slipped from her seat, facing the door as well.

As they prepared for battle, Luna turned her mind to the figure beyond that door. What she sensed was unmistakably exotic, yet familiar. She spoke after a further three quiet knocks echoed through the silent room.

"It's alright, there is no danger, let her in."

Mac and Shade relaxed, the blade disappearing back into whatever crease of concealment it had materialized from. Still moving cautiously, Mac crossed to the door, and, after just a seconds hesitation opened it on its creaking hinges to allow the entrance of a single figure, hidden deep within the folds of a floor length brown robe.

"I am sorry to appear so early without warning, but I come with trouble that could not wait until morning."

Zecora stepped in, letting the door close behind her, her eyes blinking rapidly as they adjusted to the light.

"I do not wish to be rude, but it is Behemoth that I seek..."

As her vision adjusted, she saw him.

"...although it seems, he may not be able to speak."

She moved as a liquid, flowing smoothly over to the couch and kneeling in the thick carpet still indented from Mac's recent departure. She met Luna's eyes, who, after a second, gave her a slight permissive nod. Zecora, with motions slow, steady and practiced, examined Behemoth thoroughly. She lifted his eyelids, gazing into the glassy golden orb, and then it's lifeless, milky counterpart. She spoke, her attention focused on that off setting white, as if there was something more there, something she could see in that expanse of nothing. After a moment, she sighed heavily and sat back, reaching back under the robe and into the satchel concealed there.

"Given time his mind would recover it's own way, but time is something we do not have today."

As she pulled a small phial half filled with a pale green powder from amidst the haphazard conglomeration of a score of others, she looked from Luna to Derpy and back again as she spoke.

"There is a threat in my woods that he asked me to find, I did, but it will not wait for the recovery of his mind."

Zecora un-stoppered the phial with a faint puff of vaporized powder and brought it up towards Behemoth's nostril. A restraining grey goof stopped it before it reached it's destination.

"Will it hurt him?"

Zecora turned back to Derpy for a second time, she made no attempt to disguise the concern on her face. She opened her mouth the speak, then closed it, opened it again searching for the right words, as, for the first time anyone had seen, her prodigious vocabulary failed her.

"It...will not add to the pain of his mind...but it will awaken him to the pain which the departure of Darkness has left behind."

Derpy considered this in silence for a moment, then nodded, letting her hoof fall away. At this silent acquiescence, Zecora turned her own up and emptied the musty smelling powder into it. Seeing what was coming next, Luna planted one last kiss on the top of Behemoth's head and leaned back as far as she could, in no hurry to experience the effects of this strange, shamanistic ritual first hand.

Zecora leaned in and whispered something into Behemoth's ear that was indecipherable even to Luna's supernatural hearing, then, with a single sharp puff of air, blew the powder against Behemoth's face. It settled slowly, pooling in the recesses around his eyes, and against his lips and nostrils. His sedated and steady breathing pulling trails from the cloud into his nose.

"What in tha name of Celestia's goin on down here, how'm I gonna get any sleep with all this...daggonit Mac, what'er you doin up at this hour we gotta get the south field done by..."

All eyes in the room tracked upwards as, sleepy and slurring, AJ had appeared at the top of the stairs, rubbing some semblance of usefulness back into her bleary eyes. She stopped talking, and looked around her living room at the assembled cast in startled dismay.

"What the fu...umm...I mean t'say...what...why are there so many folks down here at..."

She glanced at the clock on the wall over the hearth.

"Ridiculous o clock in the mornin, and why are you all clustered around that surly blue bastard?"

After a few seconds silence, it was Mac who finally answered his befuddled sister.

"He's hurt, somethin...somethin's wrong with-"

"Oh don gimmie that, Macintosh, just look at 'im, he's fine!"

A half dozen heads turned back to Behemoth's reclining form, and one by one were met by a single golden eye, bright, clear and quite definitely conscious.

"Hello everyone...did I miss something?"

- - -

It was less then half an hour later, and Luna, Zecora and Behemoth had sequestered themselves in the kitchen to discuss the reason for Zecora's unexpected appearance. A reason that, when whispered to Behemoth as he lay on the couch, had motivated him from his relaxed sprawl to usher her and the Princess away from the rest. In the interim, Derpy and Shade had taken the couch, and sat talking quietly, AJ had since retreated up stairs to liberate her hat, mumbling something about feeling naked without it, and returned, and Mac had occupied one of the chairs, whose ancient construction creaked and groaned under the assault of his weight.

"-no no no, they're exotherms, they're at a disadvantage now, cold, sluggish. We have to go now, before dawn, while we still have a tactical edge."

The kitchen door swung open as Behemoth pushed his way back into the living room, Luna and Zecora on his heels.

"Mac, AJ, Shade, right now I need you to listen, and to do what I ask as quick as you can."

There was a clatter of startled motion at his sudden return, as they all turned to face him. They, none of them, had seen him this tense, this focused...this...frightened. AJ spoke up, almost by reflex.

"Whoa whoa whoa, hold on there big fella, ya don jus' getta come bargin outta my kitchen an start barkin out orders. What the-"

"AJ, please, I'll explain everything, I'll answer every question you have, I swear it, but right now, we need to move as fast as possible. I need your help Jackie, I've never asked you for anything, but I am now. Please."

Her eyes narrowed, and she stared at him incredulously for several seconds, his gaze never wavering from hers. Slowly, she nodded.

"Well...awright then, I suppose I can give ya this one...but I'm gonna hold you to yer word...an don't call me Jackie, I ain't a damn filly anymore...so go on then, whaddya need?"

Behemoth nodded his silent thanks before continuing.

"Mac, I need to you go and wake up Fluttershy, and have her get Miss Dash and get them both back here. Fast as possible, brother, time is of the essence."

Without a word, having read the urgency in his old friends voice, Mac was out the door and gone while Behemoth turned back to AJ.

"Jac...AJ, I need you to head into town, gather up Pinkie, Spike and Twilight, and Rarity please, drag them out by their damned tails if you have to, but get them here, and get them here quick.

She nodded, hesitating at the door for a moment and shooting him another deep frown laden with questions, before following the retreating sound of her brothers hoof falls into the night. Behemoth then turned to Shade.

"Gather as many of the Guard in town here as quickly as possible. All other orders rescinded. If you can get them all in the next ten minutes, get them all, but be back here in fifteen with however many you can find."

"S-sir, I-"

"Go Shade, NOW."

With a sucking pop of displaced air, Shade vanished with a ultra violet flash of discharged magic and the distinctive metallic tang of ozone.

Behemoth began to pace back and forth through the living room in quick, deliberate strides, his mind moving a mile a minute. He had made it around and was just starting his third trip across the room when the storm cloud grey form of his sister was suddenly right in his path. He jerked to a stop, barely avoiding bowling into her. Her eyes, piercing and without blinking, locked onto his.

"Behemoth, what is happening, what is going on here?"

He looked away, his mouth working as he fumbled with half formed words.

"I...we...I've...I'll show you. It'll be easier to...show you, then tell you...come on upstairs, help me get my armor...and arm yourself, as well..."

- - -

Fifteen minutes later, almost to the second, Behemoth and Derpy, Luna, Spike, Zecora, Macintosh and all six of the Harmony girls, sleepy eyed and argumentative, trudged through the sucking muck and lashing vegetation. They were surly and grumbling, not at all happy to be out of their warm beds before dawn, all except Pinkie who was, as ever, energetic and happy, bouncing along in the core of the group, thrilled to be along on another adventure.

They were flanked by a score of Lunar Guard as they galloped off of Sweet Apple Acres and into the foreboding darkness of the Everfree Forest. Zecora led the way through the dense bracken, moving with an ease and surety of hoof none of the others could even hope of matching. She found herself, time and again, waiting for the rag tag group charging along in her wake to catch up, as they struggled through the thick under brush and clinging mud. Behemoth's voice, a hissing whisper, admonished and cajoled them on from the inky black, almost impossible to hear over the croaks, roars, howls and death shrieks that filled this land every night.

"C'mon, faster, faster!! We don't have any time to waste!!"

Deeper and deeper into the depths of the forest Zecora led them. Past her warm and strangely inviting Dagobah-esque hovel, past the obvious and out of place stone monstrosity that marked the sealed mirror cave, even past the crumbling and vine encrusted ruins of what had once been the Royal Sisters castle, whose monolithic stone bulk squatted low in the swamp like some monstrous, craggy toad.

The sight of it stopped Luna for a moment, memories of her time in that crumbling citadel racing uninvited through her weary mind. With a shiver caused maybe by the cold and clinging humidity...and maybe not, she shook off her recollections and doubled her pace to catch back up with the group. As she came back into the fold, she heard loud, angry whispers. The deep, thrumming baritone growl of Behemoth carried the farthest, but after a few steps it was joined by higher pitched and more insistent voices.

"-can't keep going like this, why did you even drag us out here? Whatever mission or reason or grand madness you think you must undertake, I certainly want nothing to do with it!"

Rarity, neck and chest splattered with mud, had apparently lost her balance and taken a nasty fall. Besides the splatter of foetid liquefied putrescence, her left cheek was bruised a pale shade of purple and a thin trickle of blood ran down along her jawline from the corner of her mouth.

"Stopping isn't an option, we don't have time for this. Keep moving."

"I most certainly will not! You drag us out into this foul smelling bog in the middle of the night and you don't even have the common decency to tell us what for. Well, I for one have had enough, I'm going home before I am wounded any further."

Head held high and haughty, Rarity pushed her way to the back of the group, back the way they'd come. Behemoth, his voice tired and annoyed, and maybe just a little amused, stopped her in her tracks.

"No one's going back. We've come this far, and you'll soon see for yourself why I dragged you all out here...I hope Zecora's wrong about what she's found...but I doubt it."

"Not going back, what, are you going to stop me? Are you going to assault me, are you going to kill me like you did those others?"

"Rarity-"

"Come on now, that ain't-"

"Oh dear, please don't fight-"

Her friends voices were quiet, speaking over and other each other, a jumbling murmur of sound.

"Kill you...no. Matter of fact, I won't lay a hoof on you...I'm done with this discussion, you want to go, go."

He turned back moving once again to the head of the rag tag column, where the silent Zecora shifted from one hoof to another, obviously antsy to keep moving. The sky to the east was starting to lighten.

"I won't restrain you...but be quiet for a moment, listen..."

Words trailed off, half started sentences came to an end as all those present stopped talking, turning their attention outwards. Just beyond the limit of their vision, something was moving. Something massive, brushing against the branches a dozen feet over head, it's slow, nearly subsonic respiration rattling the air with every felt more then heard breath. A strange, almost sweet scent drifted in on the breeze, a cloying, heavy stink that only three, Behemoth, Zecora and Luna recognized for what it was, dead flesh rotting between teeth like railroad spikes. The sound of it, the sensed presence of this unseen alpha predator sent shivers up spines and made hair on the back of necks stand on end. It was a deep, instinctual fear, something bred into their genome since their ancient neanderthalic ancestors had huddled around a camp fire, terrified of the thing that stalked beyond its frail, wavering light.

"You want to go, go. It's out there, waiting for you. It's been on us since shortly after we passed Zecora's. I won't stop you if you want to run away, if you want to shirk the responsibility that comes with being an Element of Harmony. If you want to take the cowards way out and bolt off alone into the forest, I'll do nothing to stop you."

He turned back to face Rarity, little of him visible in the thick bracken until he smiled, the weak light flashing wickedly across his grin.

"Maybe you'll make it back to the town. Maybe you won't get lost, and wander in circles, maybe you won't get turned around in the dark, and disappear even further into the depths of this maze of trees...maybe, just maybe, that thing out there won't find you...maybe you'll slip past..."

Far closer then they expected, a centuries old tree trunk snapped in half with a sound like a cannon shot, collapsing with a rushing roar just outside their limited vision. The Guard had formed a circle around the civilians at the core of the group, who had in turn, backed up, huddling together. Even the brash and recklessly brave Rainbow Dash had landed, her rump pressed back against those of her best friends.

"Maybe. But probably not. In a group this size, we're safe. That thing is old, old and wise. It didn't get to be either of those things by recklessly taking on armed groups as large as ours, so we're safe, from it, at any rate, if we stick together. Run off on your own, however..."

He eyed the half dozen girls, far out of their element, and his friend, who was doing his best to remain as calm and stoic as ever. He met each of their eyes in turn.

"We go on. No more theatrics, no more drama queen moments. We've got something that needs doing. Lets get it done."

He started moving again, falling in behind Zecora, Luna at his side. Slowly, begrudgingly, the others fell in behind them, moving a little closer together, eyes wider, paying a little more attention.

After a further ten minutes or so, the thing stalking them let lose a deep chuffing growl, and bounded off into the trees, abandoning any attempt at subtlety, it smashed off into the forest. As the sound of it's departure faded behind them, another sound, rose to take it's place. A low, monotonous droning. A heavy, sluggish buzzing that they now realized they'd been hearing subconsciously for the last few minutes, echoing through the trees from in front of them.

"And now we know what scared our little friend off..."

Behemoth's voice was barely a whisper, and with a series of deliberate wing motions, transferred instructions to the Lunar Guard contingent. Moving in unison, they dropped low to the ground, dulling their armor, smearing any reflective bits of weapons or kit with the ever present mud, and tightly cinching down packs and pouches, so nothing rattled or clinked. The girls watched in awe as the twenty armored forms that had formed such a bulwark between them and the predations of the forest seemed to melt into it, almost invisible now, their motion barely seen even if you knew exactly where to look. Behemoth looked back to the Elements and Macintosh, making eye contact with them each again, placing a wing over his mouth, and using the other to gently wave towards the ground. They looked at him in confusion, until Twilight, as studied in signals and body language as she was in everything else, did her best to emulate the Guard, getting low and quiet. The others swiftly followed suit, Derpy, surprisingly enough, showing an aptitude at this that was startling, even in the center of the group, flanked on all sides by ponies just a hoof full of feet away, she was nearly invisible, seen only as she moved.

Every yard farther they moved, the buzzing drone grew louder, It came and went in erratic pulses, growing and fading, changes in pitch and tempo that soon resolved themselves into individual sources, dozens of them. As the dawn sky was shot through with red, as iridescent beams of orange and brilliant yellow unfurled across the sky, Behemoth came through one last dense copse of underbrush and face to face with Zecora's discovery.

"No...oh...gods no...not here..."

He slumped to the ground, his legs giving out. He hunched back against a fallen and half decomposed log, his head hanging heavily, shaking slowly.

"No no no...I was hoping she was wrong...praying she was wrong..."

Mac came up, crawling on his belly, his deep red coat smeared with brackish mud, leaves and other detritus. In confusion, he looked up and the amorphous, slickly wet and gleaming roughly conical structure that stretched dozens of feet into the air, it's base almost a hundred yards wide and it's flattened, dull tip pressing against the upper limits of the forest canopy, scores of feet overhead.

"What...what the hell is that thing?"

The buzzing drone grew louder, and a equine figure, the same wet and shining black-green-purple as the tower, flew over head, multifaceted eyes, chitinous exoskeleton and gleaming fangs wobbled slowly over head, cold and sloppy. Behemoth spoke, his head still down.

"It a hive..."

Mac looked at him, confused.

"A...a what?"

"A Hive, Mac...a Changeling Hive..."