The monstrous bulk of the Changling Hive squat low in the marshes, hunkered amidst the splayed and spidery tributary delta that, over the intervening miles, coalesced into the stream that eventually wound it's way through Ponyville's center. The myriad and scattered pools of brackish, stagnant liquid that formed the head water of the river that provided for the entire towns various needs.

"Alright then, lets go, like ya said, if we're gonna do this, we better do it now."

Mac, after visibly psyching himself up, started forward, pulling himself out of the underbrush. Behemoth immediately pulled him back down into cover.

"Not yet...not yet Duke, we wait until..."

The sky was a coal black smudge, the smoke from the city burning around them drowning out the mid day sun, reducing its effect to little more then casting everything in a wavering orange glow reminiscent of candle light. Cobbles were sticky under hoof, as spilt blood was cooked by the flames into a clinging red-brown tar. The roar of the flames was punctuated sporadically with cries and screams of pain and agony as something...or someone, died. A high pitched buzzing carved through Behemoth's mind like a spear, the sound of a million demonic hornets setting his teeth on edge, rattling his one good eye in its socket. Eating into his mind just as surely, just as voraciously as a cancer.

"What'd you...Duke? Who the hell is Duke?"

Behemoth turned to the monstrous figure hunched next to him, the massive, crenellated Bulwark Plate armor inmistakably that of one of his first command, one of the two heavy armored guards that he'd taken into the Deadlands, Duke.

~No. Duke is dead.~

The figure trembled and shivered, as if withering like wax under the stifling heat of the billowing flames...no, there were no flames, no heat...it was pre dawn in the jungle...cold...wet...A crimson coat and deep green eyes flickered through the armor.

~He's dead. You watched him die on the steps of the Lunar Citadel. Watched him overwhelmed, bore to the ground under the sheer weight of twenty drones...you watched him crushed to death by the sheer press and bulk of the bodies thrown against him. You saw him die fighting, taking most of those twenty and more with him. You retired his armor. You buried him. He can't be here. Duke is dead. They're all dead.~

Behemoth shook his head violently, the spattered and broken cobbles, the shattered and burning homes and shops being gutted from inside by blazing infernos melted away, replaced by the heavy boughs and thick green-black canopy of the deep forest. The armor clad figure facing him faded as well, giving way fully to a confused and concerned looking Macintosh. Beyond him, Shade had turned in Behemoth's direction. Although he had no countenance to display it, his concern was also obvious.

Shade had known Duke, had met him many years before, the same time and place where he'd met Behemoth...and Dusk Shade, Solstice, Priestess, Thunder Roll...over a dozen others, all told...who were, now, almost all dead. Most little more now then dried and dessicated bodies, pearl white bones and empty eye sockets buried in the choking black glass-desert that few Equestrian eyes had ever seen...and still fewer ever returned alive from. Behemoth knew those soldiers were dead. He'd mourned them, buried them...but that didn't stop one of them, dearest of them all, his first love, Solstice, from being right behind him.

He knew it was her, even though he was too terrified to turn and face her spectre. He could feel her breath against the back of his neck. She was so close, he could feel the dead cold of her, seeping into his bones. Over the stench of the foetid swamp, the sound of her breath, her achingly familiar scent, tinged as always with just a hint of sweet machine oil, swam to him out of years long past. Out of memories too painful, too dark...too mind flaying to dare approach. She spoke, a voice the world had not heard in more then three years.

~Yes. We're all dead now. Dead as dead. Dead as you. But you know me, since when would a little thing like death slow me down?~

He could hear the smile in her voice. It chilled him. The sound of her long quiet voice tearing into him.

~It's better here...simpler. You know that. You remember the peace of nothingness. The tranquility of the void. You should be here with us...you were once, before that bitch tore into you, ripped you away from our loving embrace. Brought you back to use you, to destroy your mind like they destroyed your body. She denied you the rest you deserve. The rest you earned. You can come back, you know. You can let all that go. It's easy, all you have to do...is give up. It's better here. Simpler. You lost yourself for them. You lost your honor for them. You lost your life for them. You lost your family for them, brothers and sisters regardless of blood. You lost your mind for them. Haven't you lost enough? Haven't you given enough? Haven't you lived enough?~

She wasn't really there, in some deep corner of his psyche, his rational mind was screaming this at him. She wasn't there, couldn't be there. It was just a side effect of the horrors he'd suffered tonight, just the result of the insidiously powerful shamanistic concoction that Zecora had given him. It wasn't real, and he knew it wasn't real...Still, she spoke, her words giving voice to every hidden worry and terrible fear that festered in the back of his mind.

~Oh, Behemoth...you don't have to live like this. The constant pain, the endless fight. You've given and given, you've let them tear you apart bit by bit, parts of who and what you are sacrificed on the pyre. They've used you, broken and twisted what should've been a brilliant gift and twisted and perverted it. It's time, lover. Time you let them fend for themselves, you've done enough for them. Now its time for you to do for you. Time to live...time to die...for yourself.~

He could smell her, the sweet, pungent smell of motor oil, the cemetery cold of her long dead breath puffing against his neck. He knew she wasn't there. He KNEW it. And was still too terrified to look. He knew what he would see, the broken and ravaged form of one of the few he had ever loved. He knew, and the thought of it terrified him, chilling him deep to the tattered remnants that passed for his soul.

~I can't. Gods, don't you know how much I wish I could...I can't go now...not yet. There's still too much, too much to do. My life-~

~Your life is pain. From the moment you wake up until those rare moments when you actually sleep. Pain is the one constant of your life. Pain is all you have left. Do you really think it was your life's purpose to sacrifice yourself and get nothing in return?~

~No...no, that's...that's not...~

She laughed, it was a sound of genuine amusement, and it settled as an icy stone in his gut, choking off his words.

~You can't lie to me. You can't lie to me because I AM YOU. I'm your broken and teetering mind, right at the edge. I know the truth, the truth you wont even admit to yourself. Still...~

She sighed, a sound of sadness and resignation.

~I know us too well to believe you'll see the light. We are just going to keep on. Just keep letting them use us...and although you might try and hide behind platitudes and proclamations, we know why...~

Her voice was fading, the terrible ghost of her life fading away not for the first time...not for the last. Her last insight barely a whisper, fading into the humid air.

~It's all you think you're good for. You'll let them use you, let them tear you apart, twist and break you, just to be thrown away when you are no longer of use...because you truly believe that that is all you are...the tool...the weapon. Keen and well made, certainly, one of the best there is, maybe one of the best there ever was...but just a THING. Just a tool, and undeniably...eminently...disposable.~

Behemoth blinked rapidly, fighting to make reality reassert itself, fighting to silence the dark voices, his own, as the shattered and burning visage of Canterlot four years ago faded back into the past. The haunting memories of those that had passed vanishing as ethereally as they had appeared. An angry red heat billowed between his ears, burning hot as his taxed mind struggled to push the past back against the long passed sorrow. He felt, and turned his head deeper into shadow to hide the faint trickle of blood seeping from a nostril, an ear, an eye. His mind, still devastatingly damaged, was starting to unravel at the resurgence of dark memories.

~The last time...so many dead...I can't...I can't do this...not again, I can't...-~

His heart thudded in his chest, pounding savagely, painfully against the prison of his ribs. His breath ragged and shallow, coming far too quickly. He had never faltered, never stood down in a fight, but here, now, his own mind was tearing him apart. His own memories sundering his resolve as surely as the King Blade had sundered his flesh.

~Yes. You can.~

Past Mac, past Shade, Luna met his gaze, and he felt her consciousness slip into his own. She knew. She knew every dark and secret corner of his mind. The things he had never spoken of...the things he could never speak of, events and actions that would never, could never find a voice.

~The last time I led a group against the Changelings, I...I'm going to get us all killed, just like the others...this is a fight I can't win....~

Her eyes, brilliant turquoise and the one part of her that stuck out of the thick shadows which pooled unnaturally deep around her, were fixed on him, bottomless pools of blue-green that seemed to draw him into their infinite depth.

~It is not about the victory.~

Transfixed by her, it took him a moment to react, when he did, his confusion was clear to read in his eyes, just as clear to read as the fight was in hers.

~It is not about the victory. It is about the fight. The will to fight. To resist. To stand up, and face the evils that plague this world. The evils you know all too well, even as the rest of our society pretends they do not exist. There will always be another foe, another enemy that stands between us and peace. Always, there will be another set to tear down that delicate facade and show the world true evil. This we know better then most...so we will fight, because we can, because we should, because we must. We will fight because it is our stock, because it is our role in this. Because the fight is who and what we are. It is our lot to stand between the darkness we know and those we love, even if we must use the darkness' own weapons to keep it at bay. Even though we know we may never win...We must fight, because there is no other choice, because there is no one else. We cannot fail, we cannot yield, we must strive and struggle and bleed and die...~

She gave him a faint, rueful smile, a twinkle in those brilliant eyes betraying her grim amusement as she quoted his oft used line.

~We fight, because if not us...then who? Dying is easy, living is hard. I know you too well to believe you will choose the easy way out. You will fight until the end...because you do not know how not too. Because the fight is who you are. And you will win through in the end, because, again...you do not know how not too.~

Where his mind was an angry, burning red morass of pain and grief, she blew through his ruptured psyche like a cool, soothing blue wind, easing his transition back to reality, a gift granted him by just how deeply entwined their minds were. Her words sunk into him, reinforcing and knitting back together the shredded fabric of his resolve, of his mind.

He met her eyes steadily, and after a deep, cleansing breath, gave her the slightest of nods. She smiled just as ethereally in response as he regained his composure. As if driven by a puff of unfelt breeze, the soothing coolness of her psyche flowed back out of his mind.

"Behemoth, are you ok? We don't have time for you to be breakin' down right now..."

Although his choice of words didn't convey it, the note of concern in Mac's voice was plain as the new dawning day. As his momentary consternation became more obvious, fear and doubt rippled through the girls. Untrained and without discipline, they began to fidget and murmur amongst themselves nervously. A cacophony of whispers droned out, shockingly loud in the still dawn.

"Excuse me, good sir, but perhaps we should be going-"

"Holy moley, that's a big ugly tower-y thing-y..."

"Shouldn't have come-"

"We found em, great, can we go now-"

"C'mon, lets get em, we've beat these over grown bugs before-"

"QUIET."

It was a whisper, nothing more, but the force behind it led it to hit with the force of a slap. All competing voices ceased.

"It's too late to back out now...be still, be silent, and do as I say. Maybe you'll get out of this in one piece."

The sky, as dark and blue as Behemoth himself, was barely visible through the thick canopy and lightening steadily now, the first faint glimmers of sun coalescing, the light visible through the heavy humid air. He spoke with a gruff confidence he didn't really feel, but he'd be damned if he let this rag tag group fall to panic now.

"Give it just another minute, we've got to time this perfectly..."

A heavy, bass hum reverberative enough to rattle their teeth in their skulls drowned out all other sound for a few seconds as a staggered formation of drones swung overhead. They were already moving a little faster, their wobbling, almost comical flight straightening out as the sun warmed their cold blooded bodies. As they turned away and their oppressive hum faded, a dark figure, streaked and stained with mud shifted out of the concealing darkness at the root of a massive, wide capped cypress.

"You see that, we're out of time, we've gotta do this know, 'fore they have a chance to get up to speed. B, I know you got some sorta history with these things, an I know you ain't gotta be lookin forward to takin em on again, but we gotta move brother, it's now or nev-"

"That has nothing to do with...I'm not...be quiet, Mac. Just be quiet and wait. I know what I'm doing."

The shadow shape that was Behemoth spoke without moving, the faint yet growing light not yet strong enough to illuminate his dark form. Even his eyes were fixed, not moving, not blinking, centered on the bulging, conical tower. Mac opened his mouth to continue his argument, but was distracted by a glimmer of motion barely caught out of the corner of his eye. Turing to face it more directly, he watched as the twenty odd Guards slipped forward in unison, moving into the very edge of the foliage bordering a cleared circle roughly a hundred yards from the edge of the organic, wetly glistening mound. Some stopped, hunkered low against root balls or folded into bushes and brambles, others, pegasi in particular, clambered up into the moisture heavy over hanging boughs, shimming up the trunks with a practiced ease and determination a silent testament to their training.

All of them, every single one, had their attention focused the same direction as Behemoth, eyes fixed on the Hive. Watching. Waiting.

Resigned and, now, begrudgingly interested, Mac settled back, easing his own considerable bulk into some semblance of concealment. He followed their collective gaze, watching in silence, each dragging second seeming to take an hour to pass. As he watched, a single, brilliant spear of golden white light shot across the clearing, the rising sun finding some nigh magical fault in the solid wall of foliage that arced overhead. It tracked slowly, moving as the sun grew higher, sedately drifting motes and the quicker flashes of a myriad of insects attracted to the light flashed through the piercing beam as it tracked downward, the angle of it's arc leaving the horizontal and tracking slowly vertical. Behemoth's voice, low but carrying, startled Mac out of the near trance like state he'd inadvertently slipped into. He jolted, snapping his head around at the sudden voice.

"Move when I move. Fast as you can."

Behemoth glanced over his shoulder, at the small cluster of silhouettes hunkered just a few feet away.

"Shade. Brand. Estoc. Bring up the rear, keep the girls together and moving. Keep them quiet. We move in 10."

The beam angled lower, carving through the humid air inch by barely perceptible inch. Another dull, teeth vibrating cacophony as one more flight of drones soared low overhead. As the beam of light, solitary as it was brilliant finally met the peak of the truncated cone, the base erupted with a long, hissing groan. Thick billows of foetid steam, heavy with biting chemical stench were ejected from roughly circular, fleshy sphincters ringing the base of the unnatural structure, propelled with force enough to fill the clearing to the brim in seconds, reducing visibility to barely a few feet almost before Mac could register what was happening.

"GO."

It wasn't a shout, but a single word spoken at what would normally be considered conversational volume. In the current situation, it was startlingly loud in comparison to the whispers that had proceeded it. All around him, the figures that had just seconds ago been vague yet discernible shadows, disappeared into the mist. Mac leapt up, his heart suddenly in his throat, moving in the same general direction as the near invisible spectral shapes flanking him. Hushed by the mist, he heard the distinctive snap and flutter, and even saw the miniature cyclones of disturbed vapor as the pegasi and bat ponies took to the air, and heard as well the rapid trot of heavy hooves as the rest charged off through the cream thick fog.

Mac stumbled, swore under his breath, then caught himself and kept on. In the momentary distraction of having lost his balance and looking away, he'd completely lost sight of those around him. The impenetrable wall of white closed in around him, cutting him off from the rest of the world, reducing his visual perception to the span of just a few feet. Faintly, distorted and thrown to echoes by the clinging vapor, he heard the thudding patter of hoof falls fading quickly. He took an educated guess and moved after them, as quickly as he dared.

As the hoof-falls faded, from a plethora of others until the only ones he heard were his own, other sounds wafted out of the wall of white, seeming to come from everywhere and nowhere simultaneously.

He moved as quick as he dare, his balance stumbling and unsure in the half light, alien landscape. Strange, distorted sounds welled out of the wall of vapor pressing in around him, warbles and the rush of wind over wings, the sound of someone, or something, flying what could be inches or yards over head, coming in and fading with equal speed. The occasional whispered syllable or an indecipherable chunk of hurried words, thrown his way by some wicked spin of acoustic trickery. A single hoof fall, so crisp and clear from right behind him it made him skid to a stop, whirling to face whatever had managed to sneak up so closely behind him. There was nothing there, just another distorted sound thrown from farther off in the endless murk...

Punctuating these random and mane raising aural assaults, he heard, every few seconds, a dull whump or thud, a solid sound that cast no echo, and gave no hint as to it's source, although it repeated over and over, some, it would seem, close enough that he could feel, others so distant Mac wasn't sure he'd heard anything at all.

He picked up his pace, moving quicker as he finally began to adapt to this perpetual brume, he'd almost reached a full on gallop when the subsumed light glowing around him from no one source grew darker, accompanied by a faint whistle giving him a scant half second of warning. Still, showing impressive reflexes for a creature his size, he skid to a halt just as a shadow form smashed through the wall of cloud, hitting the ground right where he'd have been if he hadn't broken pace, with a dull thud. After a moments pause, Mac moved cautiously closer, until the figure swam out of the murk, resolving itself into recognizable form.

A bat pony mare, a shade or two darker then Twilight with their customary ash-grey mane, stood as motionless as a statue, perched on the broken and lifeless form of the Changeling drone she'd ridden into the marshy, moisture black soil. It's neck was twisted at an unnatural angle that left no doubt as to its fate. Already a murky puddle of ground water was seeping up around it, displaced by the corpses weight. Casually, almost seductively, she turned to face him, her brilliant, cat-pupiled golden eyes, a similar shade to his old friends, transfixed him, almost hypnotizing him on the spot. She smiled, elongated fangs bright and gleaming white against the backdrop of her lower lip. Her wings flared, snapping open in one swift motion. She stood for another second, her pose and smile motionless. She shot him a sultry little wink that made his stomach do a little flip, and as suddenly as she'd appeared, vanished vertically in a cyclone of the swirling, slowly lifting fog.

He shook off her near hypnotizing effect, and resumed his course.

As the muddy delta began to emerge from the suffocating folds of faintly foul smelling mist, Mac discovered just how close he'd managed to come to the foreboding ziggurat. It's heavy, broad bulk, and the faintly visible, milling forms huddled against its base swam out of the murk, little more then dark shapes of motion against a much more imposing, monolithic dark shape. He quickly trotted over, joining the others in mid conversation, scanning through the familiar and not so familiar faces...not everyone had apparently arrived yet.

"-and I'm telling you, last time I came up against one of these things, these...damned...gates...would open!"

As Behemoth spoke, he set his shoulder against one of the yard and a half wide sphincters that dotted the towers circumference at inexact intervals, spaced and scattered almost randomly. He put his not inconsiderable strength into trying to force one open, to no avail. It remained resolutely closed, indifferent to the exertions against it. Pulsing ever so slightly in a more then moderately disturbing fashion.

"Well, they're aren't opening now, so it seems this entire arduous journey was for naught. The only bit of good news is that finally this oppressive ambiance is lifting. Are we done? Can I go home now?"

Rarity spoke with a haughty, offended tone, as if the entire morning had been orchestrated with the sole purpose of inconveniencing her. Behemoth's patience was wearing thin.

"No. You fucking well cannot go home now, we've got a job to-"

He stopped talking as he caught sight of Mac looming out of the thinning fog, the whining fashionista's complaints happily ignored.

"There you are brother, was worried we'd lost you."

Eyes darting quickly from face to face clustered against the side of the amorphous monolith, Mac took stock of who all had made the hundred yard journey. He noticed one conspicuous face missing.

"Yeah, I was worried we lost me for a minute too. Where's Fluttershy?"

A frown creasing his brow, Behemoth turned, his eye following the same track that Mac's had just a few seconds ago, paying particular attention to the cluster of young mares huddled against the side of the shining black, oddly warm to the touch structure, ensconced safely within a half wall of armored Guards.

"What do you mean, she's right..."

After a few seconds of fruitless searching, he's bemused and faintly annoyed look faded to one of barely suppressed fury. He whirled on the shadow form of Shade, his words a hastily hushed snarl.

"Where the hell is she, Shade?! Dammit Corporal, you had one fucking job!"

"Fluttershy is missing?! Oh, we must seek out the poor dear at once, she must be terrified out here all alone!"

"Awright, we jus' gotta go back to were we last saw her is all..."

"The logical choice would be to split into several smaller groups and-"

"Hang here, she probably got spooked by the fog or somthin, I'll go find her-"

The shadow that was Shade detached itself from the wetly gleaming blackness that he all but disappeared into, it's form implying that he too was taking stock. He spoke, once the clatter of noise from AJ, Twilight and the rest had died down once again, and once Dash's head strong and fairly terrible idea of charging off on her own had been interdicted by the quick response of her less reckless and brash friends.

Pinkie, for her part, was completely oblivious or at the very least markedly disinterested in the dramatic goings on, and was busy following some unnecessarily large and vibrant colored beetle up the side of the Hive as it scuttled too and fro, over sized mouth parts clacking audibly as it did so. The angle of the structure under her hooves was such that it should've made her nose to the ground ascent a physical impossibility, but, given her casual disregard for such things, she happily continued on in defiance of natural law.

"She was here sir, I swear! I brought up the rear, just as you said, all six of them, plus the little dragon. I kept them together through-"

"Six?! There were SEVEN of them! The six amulet bearers, and my sister! Where the hell is Flut-"

He froze mid sentence, as a whooping, subsonic trill echoed across the oppressive space, almost claustrophobic with the fog. The fog itself seemed to pulse with the thump of its bass. It was the unmistakable sound of something on the hunt. Something big. Something ancient. Something that struck hard at their primitive "lizard brains", driving them to run. To run as hard as they could. To run as far as their stamina could take them, to run until their legs gave out, screaming in a voiceless primitive howl of terror that to flee was the only chance to survive. The undulating sound rose Behemoth's hackles, his body reacting to a sound ingrained in his very genome. The girls huddled tightly together, even the brash and borderline reckless Dash and relentlessly brave AJ cowed and wary. From within their midst, a low, whimpering sound of sheer, unadulterated terror.

Of the six, only one stood, steady and motionless. Derpy. Her gaze slowly moving over the jungle edge a hundred yards distant, alert and ready...but, strangely enough, showing no fear. Distressingly, showing no emotion at all.

The Guards were faring a little better. As a silent testament to the care Behemoth had taken in their recruitment and training, the Guard, to a one, held firm. Their nervousness was plain to read, the stink of fear-adrenaline thick in the air, but they stood their ground, holding fast the cordon around the unarmed, unarmored and untrained group in their midst.

He turned, hunkered low, motionless, his eyes scanning for any twitch, and sign of movement...

The jungles edge exploded without warning, a centuries old, fat rooted cypress was torn clean out of the ground, its monstrous root ball gouging a yards wide crater in the tree line, flinging hundreds of pounds of mud into the air, to splatter to the ground, cratering the damp earth like slow moving comets.

The bole of the tree never hit the ground.

Something, a vaguely quadruped shape a half dozen yards high at the shoulder, caught the falling trunk and spun with it, like a hurler with his hammer. The beast was top heavy and massive. Long, powerfully built forearms and short, stubby and equally power legs brought the creature into a hunched forward stance where it was almost standing upright.

"DOWN!! FUCKING DOWN!!"

All concerns for stealth or subterfuge having gone away at roughly the same time this latest addition to the clearing had made itself known, Behemoth was moving even as his cry of warning passed his lips. He threw himself bodily into the Elements, Shade a fraction of a second behind him, the two of them bearing the girls to the ground and splaying themselves protectively over them.

After the fact, Behemoth would swear that he could feel the trunk itself brush through his mane as it plowed into the side of the oblique resin mountain. With a thunderous crack, several dozen tons of tree-turned-projectile smashed into the side of the hive. The concussive impact was enough to knock the Guards reeling, the sound loud enough to momentarily daze those closest to the strike. For a moment, the tree trunk stuck fast, embedded in the hive wall as if it were a hunting spear in the flank of some great beast.

The structure groaned and shuddered, almost as if it were a wounded animal, but held firm, the ancient swamp tree jutting out of the side of it's bulk, pointing like an accusing finger at the beast that had wounded it so grievously. The creature, however, seemed none too pleased with the hives resilience. It reared back on it's diminutive hind legs, and let loose a diaphragm rattling roar that shook Behemoth to his bones. Balanced precariously, the beast smashed its over sized fists against its chest in a rapid pound, the dull thumping adding an underlying beat to accompany it's roar.

It charged across the clearing, pulling itself forward in leaps and bounds with it's obscenely powerful arms carving swathes through the loamy earth, flinging soil, mud, and brown water out in it's rampaging wake. The Changlings, scattered and disheveled by the sudden assault, managed to respond at first haphazardly, diving down into its path, a tactic that resulted in little more then being summarily swatted aside, a monstrous paw breaking limbs and shattering chitin as easily as one might swat a fly.

Prone, doing his best to shield the forms he had taken to the ground. Someone, Rarity, probably, let loose a high pitched shriek of terror. Behemoth watched impotently as the beast plowed across the clearing with horrifying speed. It never broke stride. It ran full tilt into the flared, lush green canopy of the cypress, snapping limbs and shearing off branches as thick as Mac's leg with the force of its rush, the crushing blow driving the timber spear deeper into the flank of the Hive. A hail of sundered resin cascaded around and over the Guard's like a glistening black waterfall. Chunks of slick, enamel black material the size of wagon wheels hit the ground and shattered like glass, accompanied by a steady rain of glossy black gravel and resin dust.

The beast, if it was aware of the scattered cluster of ponies at its feet, paid them no mind. Throwing its massive weight into the effort, it wrapped the trunk in a bear hug, pulling and wrenching with all of its might. Massive, thick black lips pulled back in a fanged snarl of exertion baring a maw full of pale yellow railroad spike teeth. Sprays of spittle speckling its mouth as it heaved.

The old cypress creaked and groaned, centuries old bark snapping and flying away as the trunk twisted and buckled, but the old wood held. With a crumbling, crashing roar that sounded for all the world like a land slide, an entire flank of the Hive gave way, a gargantuan rent opening in it's side as the simian monster leveraged it's strength. Paths and carved tunnels, worming their way through the glass like resin of the hive were suddenly visible, twisting and looping seemingly at random, exposed like a medical cross section, or the side on view of an ant farm.

It's task complete, the gorilla-esqe creature cast aside its impromptu lever with a deafening roar of triumph, the sailing tree inadvertently reducing an approaching flight of drones into a green mist as their bodies were pulped by several tons of jagged lumber.

Behemoth, watching in awe, was the first to notice a second, smaller form riding high on the creatures massive, shelf like shoulders.

"What...in the holy...fucking...what..."

As he watched, the much smaller shape detached itself, floating down to the ground as gently as a leaf on the wind, surrounded by a startlingly coincidental halo of brilliant sunlight.

"What...who...how...why...when...?"

"As she settled softly to the ground, Fluttershy smiled nervously at Behemoth, meeting his eye for only a second before her vision darted away again, her cheeks flushing just a bit.

"I...umm...I think you maybe missed, 'where'."

"I...I..."

Behemoth gathered his wits, blinking and stammering rapidly as his brain processed this sudden turn of events.

"I...guess I did...yeah...where did-"

He was interrupted as the pile of flesh he was splayed over started squirming about. A slightly annoyed and more then slightly accented muffled voice rang out before Behemoth could continue his inquiry.

"Now I don wanna sound ungrateful an all for yer protectin us, but...yer armor's a might pointy. Jabbin me in all sorts of uncomfortable places. Ya mind gettin off, seein as 'Shy's new friend here apparently ain't gonna gobble us all up?"

It took Behemoth a moment to respond, the surreality of the situation leaving him with a sensation oddly reminiscent of a drunken stupor.

"Yeah...yeah...sure..."

He clambered back to his feet, accompanied by a chorus of complaints and groans of dismay as the muddy, faintly bruised but none the worse for wear mares he had unceremoniously dive tackled moved as a herd to flank Fluttershy, who was slightly flustered and taken aback by the sudden surge of attention. The only one not to speak was Derpy, who stood back up silently, helped by Shade, to whom she gave a slight nod of thanks as she dusted herself off.

Behemoth saw all this in passing, out of the proverbial corner of his eye, his gaze still locked on the towering brute a few short feet away, covered in thick, spiky hair almost as broad and rigid as knitting awls. The creature gazed back, leaning down and turning its boulder of a head to bring a single soup bowl-sized, startlingly blue eye down to appraise Behemoth, squinting.

"Well, hello there beastie, thanks for-"

A flash of anger across that eye half the size of Behemoth's head was the only warning that he'd annoyed the creature somehow. A bowel rattling roar, a tidal wave of spittle and halitosis strong enough to straighten Behemoths mane behind him confirmed that fact dispelling any doubt. Behemoth blinked rapidly, holding his ground against the assault. After it had abated, he spoke to Fluttershy without turning from the monstrous creature.

"I seem to have annoyed your...new friend."

She gently pushed through the throng of her friends, and stepped up next to Behemoth. Reaching out a with a delicate yellow wing, she scratched the ape beast under its chin, eliciting a low, sub sonic purr from its wagon sized chest as it closed its eyes in pleasure.

"Oh, umm...his name is Reginald... he got cranky when you called him a beast. Now, you be nice Reggie, Mr. Behemoth wasn't trying to be rude."

Deciding to take these increasingly abnormal events in stride, Behemoth nodded in agreement. He opened his mouth to speak, but his attention was caught by a pea sized chunk of resin from the recently collapsed facade. As he watched, it started to jitter. Those small twitches growing in size and intensity with each passing second, until that speck of rubble had danced itself into a puddle of brackish water, a puddle that was sloshing and splashing of its own accord. The deep, reverberative thrum finally rose into the register of hearing, and reminded Behemoth not so subtlety that they had more pressing concerns.

With a powerful eruption that was more then vaguely volcanic, an oily black, sheening tide erupted from the truncated mound, streams of dozens, scores of Changeling drones pouring out into the thick, humid air, spiraling and twisting together like a sentient mass, the myriad streams of angrily chittering blackness flowing together like mercury. Finally, the Hive had awoken to its threat.

Sensing, at last, a worthy challenge, Reginald drew himself up to his full, towering height, facing the on rushing horde. Rearing back on his stumpy legs, he again smashed his monstrous fists rapid fire against his chest, and unleashed a roar that shook the wide clearing. He flung himself square into the front of the approaching swarm, as it twisted and roiled through the air like an elongated, twisting finger.

Reginald grabbed and crushed, swinging his tree trunk arms and swatting aside a half dozen drone with each blow. Biting and kicking, smashing and throwing he tore into the horde. His brute fury was awe inspiring, but Behemoth knew that even such a formidable beast wouldn't last long, alone in the swarm. That thought finally broke his fugue and got him moving...that, and the angry chittering and clacking echoing from the many exposed and denuded tunnels laid bare in the gaping rent in the side of the hive.

"Alright, enough lolly gagging, back to it!! Third squad, hold here, back up Reggie and keep this point open! Hold this fucking point, it'll be our only way out! First and second, form up with the civilians, and follow me in."

"Now just hol' on a second here Behemoth, we ain't gonna charge into a gol darn Changlin Hive, that's just crazy, we ain't soldiers!!"

"No, AJ, you aren't, but it doesn't look like you really have much choice. You either stay out here and deal with that," he gestured to the massive, chittering ball of destruction that one third of his force had just plowed into, "or, you come inside with me, and we shut this fucking thing down."

They looked back at the swirling melee, the chittering mass a hundred feet wide that was every now and then over rode by a gut rattling roar from Reggie, invisible now buried deep within the swarm. None of them wanted a part of that apocalyptic chaos.

Mac and Derpy were the first to step up with Behemoth, the rest falling begrudgingly in line. Last, was Fluttershy, who hesitated, turned, and in an uncharacteristic yell, shouted, "You go get them, Reggie, you show them who's boss!!", before she hurried to join the others in Behemoths wake.

He turned back to the group hesitantly following in his wake and smiled, it was neither warm nor reassuring, and there was just enough madness in that rictus grin to dissuade any dissent. He started up the tumbled scree slope, just as the first drones boiled out of the tunnels to meet him head on. With a twitch of well trained muscles, his wing blade snapped into position.

"Come now, girls, now its time we had some real fun."

Author's Notes:

Sorry it took me so long.