The battle to gain entry to the Hive was ferocious. Dozens of drones scrambled and boiled out of their breached passages to face the twenty four Guards and eight civilians trying to force their way in. Any semblance of order or battle plan vanished, swallowed in the swirling melee. Behemoth almost immediately lost track of the rest, any attempted to organize a response immediately thwarted by the unyielding press of black chitin bodies.

As the enemy that had cost him so much, that had ruined his mind and body so furiously, that had ended one life and sought to end the next pressed in around him, their numbers beyond counting, he should have felt fear, panic at such a fate. Instead, a strange, smothering calm swept over him, a simple unity of purpose and intent. He let go. He let the flow of battle sweep him up and carry him along like a gentle wave, stepping into the howling madness without a second thought.

If any of his compatriots could see him, they would have been amazed, or perhaps terrified by what they would have witnessed. He didn't meet them head on, didn't smash into their ranks with brute force and sheer strength, to do so with the hollow bones of a pegasi would've quickly spelled his demise. He flowed around and between them, moving through their ranks like water, his body twirling and contorting like some insanely lethal dancer. His blade flashed in the dim green interior light, leaving a ghostly trail of flashing steel and arcing viscera. The walls, floor, and ceiling of the tubular passage he found himself in became a killing field, it's already moist and gleaming surface splashed with the blood and decorated with the entrails of the drones he moved through. Not a single one passed behind him still drawing breath.

As a testament to Behemoth's tactical ability and the months of relentless training he had insisted upon, his small band of Guards, barely two dozen strong, managed to hold a cohesive line and work as a squad against a foe that outnumbered them somewhere in the order of seven or eight to one...for almost thirty whole seconds before the entire thing collapsed into a mindless, raging melee.

For Behemoth, this was a welcome respite. The mind wrenching chaos of the last twenty four hours falling away. All his pain, his worries...the nagging concern for his sister and her fresh trauma's. The dragging thought of what further ostracaztion he might face now that the truth of his skill was coming to light. The madness and pain he had inadvertently brought to the last vestiges of his family and friends, that had spilled over to strike at the truly innocent...

All of that slipped away as fight time slipped in. The world and all its sundry distractions swallowed by the combat fog, his entire universe reduced to a ten foot circle of violence and death, with him holding its celestial center. Each second stretching and pulling out, time itself unraveling before him as he moved through it, more comfortable, more at home here amidst the swirling death and spraying blood then he had been anywhere in a dozen long years.

A drone came straight at him, its blade raised in a telegraphed blow that took aeons to approach. He slipped around the clumsy, mindless strike, his own blade took the drones wing off at the base, continuing its smooth motion to catch the next straight in its snarling mouth full of translucent, jagged fangs. They snapped and exploded like porcelain as the blade move on, emerging through the back of the drones neck, severing its spine as a blind rear wards stomp stove in the skull of the flailing, one winged creature left in his wake.

He moved on, unaware of the melee around him, flowing from one opponent to the next, without though for his own safety. Blades glanced off his armor, teeth missing his throat by a hairs breadth as he moved through those that welled into his vision. Were there any among his contingent that could see him now, that were not embroiled in their own savage life and death struggles, the lifeless dullness of his eyes and the uncaring brutality of his motions would have driven more fear into them then even the ravening horde could. Here was a being that, in this moment, cared not if it lived or died. Victory or defeat were meaningless. All that mattered was the next kill. And he pursued that kill with reckless abandon, any hint of caution thrown to the winds.

A century or a second later, the cold blood lust faded, ebbing away like the tide as reason and common sense returned to him. He found himself alone, in a section of hive tunnel, barely lit by a faint green glow that seemed to emanate from the walls themselves. The only sounds a slow, steady drip from the humidity soaked walls, and his own ragged breath. Nothing moved. He glanced down the tunnel in his wake, every few feet the twisted and broken form of another drone lay motionless where he had left them.

He surveyed his handiwork for a few silent moments, long enough for sensation to return, and the familiar bites and stings of pain to seep into his consciousness from the dozen or more grazing wounds that had slipped through or around his armor. The thick, blue steel crisscrossed now, far from its polished perfection, by so many cuts and gouges that they formed a spider-web of silver over the midnight blue.

Without warning or precedent, his mind exploded with a sudden, blindingly bright white lightning bolt of agony. The temporary respite crumbling away as his fragile and over stressed mind collapsed once more into turmoil. The Hive walls wavered and melted, fading and reshaping into the burning capital city. The clinging chemical stink swirled away, replaced by the harsh, mixed stink of charred wood, cooked stone and boiled blood. The screams of the maimed and moans of the dying...the final silence of the dead echoing back from the endless maze of stone and wood that described the heart of Canterlot.

He staggered, reeling as it struck him with an almost physical force. The vision as real, as burningly vibrant as the night itself had been years ago. Hallucinations, flash backs were nothing new to him, the tragedies of years past were an almost nightly companion, haunting dreams that even the Princess of the Night could barely temper. This, however, was different. The shamanistic concoction that Zecora had created reached into the dark recesses of his mind, taking those vivid nightmares, barely faded with the passage of years, and restored all the sensory clarity and details that had been lost to time. It's hallucinogenic effect slamming him back into the darkest moments of his past.

His vision snapped back and forth, his overtaxed mind unable to decide which vision was reality. Mingled and confounding sensory input tearing his mind and memory in conflicting directions. The one constant was the horde of more then a dozen changeling drones that came boiling around the corner of a large, ornate home consumed entirely by billowing flames licking into the smoke blackened sky.

The image snapped, flickered, and now they were charging, fangs bared, some rolling up the walls and across the ceiling of what had been street and was now hive. Their powerful legs propelling them along all angles of the chitinous tube in their blood thirsty rush to get at him.

As the world snapped and tore around him, unable to settle on whether it was the streets of the capital city, or a damp and foreboding Hive deep in the jungle, she welled out of the sea of fire, and walked through the black chitinous wall simultaneously. Her savagely broken form barely held together by her horrifically sundered armor. There was no way that such a broken form could have been able to move. Nonetheless, she staggered right up to him, her dead, lifeless eyes made all the more horrible by the Cheshire cat grin, face torn and cheeks hanging in tatters, blood splattered teeth visible all the way to her jawline. Solstice spoke, that death grin not moving, not forming the words he heard so clearly rolling around in his mind.

"You couldn't save us then, you won't save them now. Your sister, your brother, your Princess...you'll fail them all, just as you failed all of us. You led them into this, and they are all going to die...they are going to die, and it will be because of you..."

Her form shivered and popped, shifting and jumping like vapor in a breeze, swirling into the tar black smoke that filled the cobbled streets with its choking thickness. She welled out of the inky smoke, and slid into and out of the wetly gleaming walls. She danced around him, taunting and jeering and cajoling. Haunting him as a phantom of his own guilt and pain made manifest.

Behemoth stopped, wavering on unsteady legs, his knees shivering like a newborns. He gasped for breath, creeping spots of black stalking the corners of his vision as burning memories of the past haunted his flaying mind. He half collapsed against the vile, moisture slick wall, blinking hard and shaking his head, trying to chase away the crippling fugue. The ghosts of those long dead hovered now, just beyond the edges of his vision, laughing, taunting, calling out to him. Screaming and bleeding and shitting themselves as they died over and over again, just out of sight, just out of reach. He couldn't help them, couldn't reach out to them. Couldn't shelter those he loved from the agony, from the death they suffered, over and over and over again through his broken mind. No matter how many times this happened, he never could. He never could save them...

"ENOUGH."

It was said in exactly the way he'd said it a thousand times. The same tone, the same inflection, but a significantly different voice. In contrast to the cackling madness that swirled about him, the voices of pain and madness, this single word, as if spoken by an angel, drowned them out, chased them away as surely as light chases away the darkness. The power of that single word slicing through his ephemeral tormentors, reducing them to dissipating black smoke. They faded in blessed silence.

"This has gone on far too long, Behemoth."

Breathing heavily, teeth clenched from the just abated assault, he slowly raised his head, looking up to this newcomer. He flinched at the sight of her. She was cast in a brilliantly white halo of light, so bright it blocked out all but her silhouette. The street/tunnel, the city/hive melted away, leaving only the light. Only the light and her. Slowly, by degrees, the blinding light faded, draining away until only she was left.

Her storm cloud grey coat was spotless. Her raven black mane, cut savagely short in the style she'd always preferred. Her eyes, swimming, bottomless pools just as dark as her mane. He'd always found them alluring, those eyes, exotic and enticing...and, in a way he could never quite pin down, he'd also found them disturbing. They never failed, even now, gleaming with vitality and borderline anger, to sent a electric thrill up his spine.

"No...no...you can't be here, you're dead...I...watched you die..."

His head swung slowly, like a heavy pendulum as he spoke. He could barely muster the strength to shake his head in refusal of what he was seeing. Her eyes flashed again, this time, with amusement.

"Of course I'm not here. You're right, B, I'm long dead. Dead and gone, and, unlike you, I'll stay that way."

"Th...then...how...what..."

"Im you, Cap'n. I am your very own mind. I'm you, talking to you, your ever logical brain banging away, refusing to talk to itself, even when it is. Cuz, talking to yourself, oh yeah, THAT'S crazy, not the rest of the menagerie of assorted bullshit you've dealt with over the last week, nah, that's just fine, but talking to yourself that LOOKS like yourself, now, that'd be downright bat-shit, right?"

Behemoth lacked the strength...or the will, to respond. He stared at her. Stared at nothing, as that very same nothing spoke to him.

"You've wallowed in pain and guilt for too long. You've taken the burden of not just the things you've done, but EVERY wicked and evil thing done around you. The weight of suffering you could never ease. Of hate you could never temper. Of deaths you could never prevent."

He shook his head violently, the sharp motion causing explosions of black to blossom across his vision as the darkness threatened to swallow him up. His legs trembled as much as his voice, barely able to hold him up.

"I have too, I failed them...all of them...Duke. Priestess, Redshirt, Cherilee, Sweetie Belle, Derpy, Thunder Roll, Spatha, Blue Line...you. And its started again. Always again...blood has been spilled, too much blood and-"

"Too much blood, and more then enough of it has been yours. Ours. You're not some damn...superhero, here to right all the worlds wrongs, some avenging angel, here to-"

"But I SHOULD be..."

She rolled her eyes, her of his mind, sighing heavily as he rattled off name after name. A roll call he'd ran through a hundred thousand times, a mantra he could recite in his sleep. Each and every name, every face as fresh in his mind as the last.

"Oh stop it, will you?!"

She snapped at him, or he snapped at himself, depending on the point of view, ending the litany of names with a sharp bark.

"I've...WE, have had enough of this self aggrandizing, self pitying bullshit!!!"

She/himself stalked around himself, a look of unrestrained annoyance distorting her features.

"Do you really think so little of them, of all those names you rattle off...so little of me, that you think we all were or are dependant on you to be our shining, white knight? That we were so incompetent, so frail that we could only play the victim? That our only hope of our survival was you? Dear fucking Celestia on a cracker, you've got one mighty hell of an ego there."

Drawing on reserves of strength granted by the pain, he drew himself up to full height, if only for a moment. His head up, his voice roaring, tears, streaming unrestrained down the cheek under his good eye.

"I WAS IN COMMAND!! It was ALL on me, my responsibility!! All of those deaths, all of that pain is because of me, and I can never pay it back, I can never set it right!!! I failed!! If I had...been a better leader, if I had been a better soldier, if I had...just...fought harder..."

He collapsed to kneeling, the sudden burst of energy fading as quickly as the guilt that had summoned it.

"So many...I've lost so damn many...all those deaths...they're all my responsibility...all of them...on me."

Looking down at his haggard, sagging head, her anger and annoyance softened, her visage transforming from bitterness to resigned pity. She leaned down over his almost prostrate form, bringing her head down to his, muzzle to muzzle, staring, unblinking, into his mismatched eyes. Her voice, when she spoke after holding his gaze a moment, was quiet, calm, and steady.

"No. No, you stubborn old mule. You...we, gave it...gave them...everything we had. Pushed yourself to the limit of sanity, or mortal endurance, to the point where any pony would've broken...and then you pushed yourself farther. You talk about all those who died, have you forgotten all of those who lived?"

He half sat, half laid there as she spoke, breathing heavily, almost gasping, but saying nothing as the two sided monologue continued. He was dead to the world, the chaos and destruction, the raging, pitched battle going on around him forgotten as he faced an enemy for more insidious and deadly then the Changeling Hive...his own fractured mind.

"You hate yourself so passionately for every life lost, and yet you fail to consider all those lives you've saved, and the lives touched by them. Not only do you somehow forget pulling Dusk's battered body into cover out in the Deadlands, you forgot about the fillies who got to grow up knowing their papa because you saved him."

Her voice was quiet yet insistent. The anger had left it, and solemn certainty had taken its place.

"Shade, who would've undoubtedly been brutalized and dissected by overzealous members of the scientific community when he first arrived in Canterlot, instead was given a chance at a real life when you put your career, your freedom, your very life on the line to keep him safe. To give him a chance at a normal life. And now, now, the life and experience you allowed him to have has given him the knowledge, the compassion to help Derpy through her own ordeal."

Looking down at him, she/himself sighed, sadness, almost pity, creeping back into her/his features as he/she continued.

"You gave too much of yourself, for far too long. 'If not me, then who?' We've used that phrase as a justification for throwing ourself headlong into every conflict, against every injustice we've encountered for over a decade. Now, I know we'll never stand back, we'll never let another take the reigns, it's just not in us. But if we insist on righting every wrong and confronting every miss deed, then we've gotta let go of this suicidal attitude of blaming ourselves for all of those wrongs in the first place, and ignoring all the good we've done. We've given the Empire thirteen years of our life, hell, we gave the Empire a DEATH, for fucks sake. After all we've done, all we've seen, don't do those who are gone now the disservice of forgetting all the good we've done, while we destroy our self with the memory of the bad. Accept both, recognize both, and use both to make our self stronger. To make our self a better soldier, a better brother...a better stallion. We are the sum of the things we've done, ALL of the things we've done. And while we certainly won't be called a saint, out ledger is still in the black. We've done more good then we have evil, righted more wrongs then we've created new. Remember what we are, ALL of what we are, the bad...and the good. The lives saved, as well as those taken. Don't let the nightmares of the one drown out the song of the other."

Slowly, glacially, his head rose, the embers of fire, of passion slowly igniting in his one eye as the despair and guilt trickled away, as his own mind talked him into living again. Into wanting to live again. With a long, deep, cleansing breath, he rose back onto his hooves. The twisted and distorted cityscape faded away, and with it went the specter of his long dead love. Smiling at him with a look of satisfied benevolence as his eyes finally met hers, Solstice faded back to nothing as his mind finally let her go. Her ghost would never haunt him again. He heard her voice one last time, echoing out to him from distant memory, before it too faded into the past.

"It's our life. We won't live forever, but its time to live. Time to live while we're still alive."

As he regained his senses, as sights and sounds that reflected reality returned to him, his long trained hearing picked up the sound of approaching hoof-falls from a side tunnel that intersected with his from the right a few yards farther into the chitinous ziggurat. Others were approaching, a half dozen of them, maybe more. A half dozen of what, exactly, was the primary concern. He flattened himself against the moisture slick wall, nestling himself between two undulations of chitin. He shrunk back into the shadows provided by the meagre lighting, and readied himself for a fight.

- - -

Fifty yards south and a dozen or so higher then Behemoth, running through a larger, almost boulevard-esqe tunnel that's course would shortly take it over Behemoths narrower side passage without intersecting, a large group of Guards and civilians pushed steadily deeper into the Hive. Resistance was fierce at the same moment that his latest episode started.

"Private, to your left!!"

Her voice, as beautiful as ever, now resonated with a strength and clarity that even her longest serving Guard had never heard. Luna strode into the swirling melee shoulder to shoulder with those tasked with her defense. A quick forming glow around her horn and the sudden over powering stink of ozone were the only warning to be had as she unleashed her formidable power against a drone squadron that had just boiled out of a side passage set high in the walls flank, angling down into the main thoroughfare at a steep trajectory. A dozen solid, unbroken beams of incandescent blue light speared out from her horn with an inaudible sigh of effort from the Lunar Princess. Their aim was flawless. Each spear of brilliance met a separate form in the advancing swarm...and then kept going. The beams sliced effortlessly into chitin, flesh and organs, slicing the approaching drones, their own momentum feeding them into the beams, into steaming anatomical cross sections.

One drone lost all four legs above the knees, and fell shrieking, intercepted before hitting the floor by a well trained lance. Another was cleanly decapitated, muscle memory and over firing nerves causing the mute head to keep snapping its needle like translucent teeth even as its momentum turned it into a missile that bounced with a dull thud off the raised shield of a burly earth pony mare. The others met a similar fate. Those that weren't killed out right by the brightly glowing beams were crippled and swiftly dispatched by practiced Guard precision.

The contingent, including Rainbow Dash, Rarity, Pinkie, Fluttershy and Derpy, in addition to the majority of the Guards including Shade, pushed on, the strongest and ablest fighters forming a brutal spearhead, moving smoothly, methodically through the hordes of drones that threw themselves into the Guards path. With unexpected grace, they swung, parried, thrust, and strove forward in almost balletic synchronicity. Their pace was slow, steady, constant. They never broke stride, moving forward and crushing the broken form of drone after drone under heavily armored hooves.

The rare drone that showed even a modicum of tactical fore thought and tried to slip over or around the advance, that tried any tactic other then blindly rushing to their death was nonetheless swiftly intercepted, either by Luna herself, or one of the several combat casters that lurked in the center of the Guard formation, well trained and abnormally powerful unicorns, recruited for their raw magical power as opposed to finesse with any particular arcane skill. The shimmering walls and incandescent spikes they threw up to thwart the Changeling assaults were not particularly aesthetic, but none could doubt their simple efficiency as walls of summoned force crushed forward and flurries of summoned barbs flayed the insectile horde apart in mid flight.

"Keep pushing, we cannot falter, we cannot fail, ATTACK!"

Luna's voice, booming with royal authority cut through the calamitous din, the clarity and strength carried in those few words pushing the Guard forward tirelessly. At the vanguard was Shade. Little more then a flickering, free flowing shadow, he, and the Guard flanking him tore into drone after drone at an unnatural pace. Something was bound to give, the breathless pace of this combat couldn't continue unabated forever. The break came, the situation changed without warning. As another drone fell, its skull cleaved half through by one of Shade's leg mounted blades, he spun quickly, using his momentum to strike the next in line...and there wasn't one.

The advancing contingent faltered for a moment, having fought its way through the last defenders without warning. They milled, caught off guard by the sudden lack of an enemy that to this point had assaulted without pause since the breach had first been forced. The last lingering drones were visible farther down the tube, skittering backwards along wall and tunnel as fast as their perforated limbs could carry them. They were in full retreat, unnerving in their silence as they withdrew orderly, without visible panic. Luna shouldered her way through her Guard, where they halted, where they faltered, she didn't.

The second she had cleared their ranks, pin point accurate beams of magical destruction chased the retreating drones as they fled. It had been years beyond counting since she last had reason to use such magic's. Her aim had not waned in those centuries. Unerring beams of brilliant blue-white reached out in a rapid fire staccato, blasting apart drone after drone, plucking them off the walls and ceiling of the resin tunnel before they could get clear. Some managed to get away, reaching the relative cover of a turn in the tube.

Most didn't. More then a dozen more bodies were coldly blown apart as they fled. Her horn smoking, the brilliance of her mane billowing fiercely, as if caught in a gale only she felt in the heavy, oppressively still air. The lovely turquoise of her eyes almost entirely consumed by a glowing white halo of power, the Lunar Princess, proud and tall, unarmored, even without her traditional gorget, boots and crown, naked, but no less invincible for their lack. She stood at the forefront, the sudden silence only broken by the incessant drip of viscous fluid, and the gasps of finally caught breath, the grunts of pain finally felt as the brutality of the last ten minutes finally registered its toll on her would be protectors. She spoke without turning, the glow of barely restrained power slowly diminishing, as the white faded from her eyes, their blue-green hue once again rising to prominence.

"Catch your breath, see to your wounds, we must push on quickly."

She walked forward a few yards, alone. Behind her, with practiced speed, the Guards broke out their field kits and immediately set to work on their injured comrades under the watchful eye of a those who had either no injuries or knowledge of treating such. The clatter of triage gear and the low murmur of voices, as well as the wafting tang of disinfectant were sensory inputs she ignored without issue. Something else drew her attention.

Just as he finished applying a dressing to a light leg wound sustained by one of his compatriots, Shade caught sight of the Princess a dozen or so yards farther down the tube, alone. She was staring at a section of the sloped floor, seemingly no different then any other stretch of resin around them. A delicate frown wrinkled her brow as she stared, motionless at the floor. Shade quickly moved to join her.

As he came up to her, the concern and concentration were easier to read on her face. He hesitated for a moment, not wanting to interrupt her, but his curiosity won out over his caution.

"Ma'am, you should be out ahead alone, they've backed off for now, but they'll surely be ba-"

She cut him off, even though her voice was soft, her tone distracted, she spoke over him without effort.

"He's here, Shade, in a tunnel right below us. He is...struggling. In pain."

He stepped up next to her, his shadow form all but invisible standing at her side.

"He...? Who, Behemoth? We're close, if we can find a way to reach him..."

Her mouth opened and closed several times, her eyes never wavering from their target on the floor, never blinking. The pain she felt from him, even through the magic dulling bulk of the several yards of chitin between them, was immense. She was well versed in his particular flavor of agony, in how much of his existence was consumed by it, of how it gnawed at him, chewed into him without restraint. She knew, and yet, even now, the depths of that torture caused her to pause. When she spoke again, her voice was uncharacteristically hesitant, almost unsure.

"No. No, there is nothing we can do for him...as much as I'd wish to intervene..."

With a sigh, she tore her gaze away from the floor, turning to face Shade, and the group behind him. Rarity, accompanied by two Guards and Rainbow, were approaching. The fashionista looking haggard and frazzled, the would-be Wonderbolt looking excited, an almost manic smile plastered across her face. Even unarmed and armored, Dash had gotten into the fight, bucking and kicking and out-flying the drones, even in as enclosed a space as this. Further back, beyond them, Fluttershy and Derpy worked together, helping where they could to bandage wounds and ease pain. Big Macintosh hovered close by. His own medical talents were limited to fixing minor farm related bumps and bruises, so he stood vigilant watch as the others plied their skill. Luna looked down to Shade, her constant, ever present Guardian. She managed the ghost of a smile, that didn't reach her eyes, didn't touch the sympathetic pain in them.

"As much as I wish we could help him, this is something he must work through alone. Old demons have come calling, and he's the only one who can exorcise them..."

Shade looked at her in silence. She could feel the frustration, the desire to help radiating off of him. She knew what he wanted to say, how strong his convictions were. She knew that Shade looked to Behemoth as a father, a surrogate to replace the stallion he'd never known. Behemoth had saved him, protected him, given him a chance, a purpose, a life. His loyalty to the one eyed older stallion was seemingly limitless. She knew that, all of it, and her respect for young Shade grew immensely when he showed the restraint to not argue the point with her, as much as she knew he wanted too. She smiled at him, an unspoken statement of thanks, before her attention drifted past him, to the group of four approaching, and the larger group beyond them.

Fluttershy's motions were quick, jagged, jerky. She worked quickly, almost frantically, focusing so diligently on the task at hoof that she blocked out all other stimuli, likely the only way she was able to maintain any sort of composure in these trying circumstances. Derpy, on the other hoof, was cold, calm, unshaken, much as she had been for the last several days. To see her like this pained Luna, tugged at her heart strings. She'd seen the little mailmare so happy, knew her to have such a spark, such vivaciousness and such a passion for life. To see her like this, withdrawn, cold, shut down...

Luna forced her concern for Derpy into the background with a bit of trouble, her attention turning back to the Elements of Loyalty and Generosity as they came within speaking range. Energetic and twitchy with excess adrenaline, unable to hold still, it was Rainbow Dash who had the first words.

"This. Is. AWESOME!!"

She did a little loop in mid air, an almost manic glint in her eyes.

"If I had any clue there was a hive out in the Everfree, I'd have come out here to kick some flank months ago!!!"

Her unbridled enthusiasm drove Shade from his silence, finally coaxing him to put into words what he'd been thinking.

"If Command had listened to Behemoth, to the warnings he gave, we would've seen this coming. We would've found this Hive months ago. He basically predicted something like this would happen, almost verbatim, and almost two years ago. And now here we are, drastically outnumbered, without even the hope of support, and without Behemoth...with him..."

Luna turned to him, her face an emotionless mask. She didn't need to say a word, to twitch a muscle. The look in her eyes when met by Shades were all the impetus he needed to silence his grumblings. Now was not the time. Such broad sweeping recriminations, no matter how accurate, would serve no purpose here and now. Her glare, however, went unnoticed by Dash and Rarity.

"Hey, speaking of Big Blue, where the hay do ya think he ended up, he's missin out on all the fun!"

With a slow, deliberate motion, Luna's left foreleg rose, pointing laser straight and unwavering at the same section of floor that had held her attention so raptly. Her gaze remaining on Shade for a moment as she spoke.

"He is there, twenty three feet through that wall. Don't worry about him, Miss Dash, he has his own...conflicts, to deal with. "Fun", might not be the word he would chose, but they are certainly keeping him occupied."

As Luna's hoof dropped silently back to the floor, and her gaze turned to the two younger mares, Rainbow opened her mouth to inquire further, but was beaten to the punch this time by Rarity, who had finally found her voice.

"Speaking of, I have been most curious, your Liege, how on earth you came to be...ahem, "Involved", with such a...such a..."

Dash chimed in, smirking roguishly.

"Such a...badass? Such a wack job? Such a crazy, big ass, one eyed, blue sex machine?"

Rarity scowled at her vociferous friend, apparently choosing a different adjective to those so generously provided.

"...Such an...unrefined, fellow. Surely, as La Princesse de la Nuit, you've been approached by many more...fitting suitors? He truly must have some hidden redeeming qualities, some concealed nobility, some-"

Rainbow interrupted again, with a laugh.

"Oh yeah, some 'redeeming qualities', like his big, fat, throbbing, co-"

"NO. That's not what I was suggesting! Goodness, Rainbow Dash, don't be so crude when addressing Royalty! I was going to say, perhaps he is, at heart, a sweet and romantic fellow, fond of the sweeping grandeur and spectacle a Lady of your stature surely deserves?"

Even given the grim nature of their task, Luna couldn't help but smile at this. The particular absurdity of this conversation, especially now, with so much more pressing matters closing in on them, was, surprisingly enough, the perfect tonic to relieve the oppressive, deathly serious nature of the mission. She even noticed the flanking Guards glancing at each other, the flicker of bemused smiles breaking through their stoicism. She decided that this particular distraction was an acceptable one...and some explanation certainly couldn't hurt.

"Behemoth has been called many things, most less flattering, but the word 'romantic' is not one I would ever use to describe him. Would it shock you, Rarity, if you were to find out that Miss Dash's...appraisal, was closer to the truth then not? After all, you have experienced those particular...talents of his yourself, if I'm not mistaken."

Rarity was struck completely speechless by this, her mouth working, trying to form words, little more then the occasional disjointed syllable or strange noise escaping her lips.

"I...bu-...cert-...never...bwahuh..."

Rainbow, however, had no such issues finding her voice.

"BWA-HAHAHAHAHAHHA!!!! You too, miss prissy perfect mane?! You got plowed by ol' one eye too?! Betcha used that freaky X table torture deal you got hidden in your bedroom, huh? That's awesome, didn't see that one commin...but I guess YOU sure did, eh?! BWA-HAHAHA!!!"

Luna couldn't help but smile at Dash's excess, but continued after waiting for her outbursts to recede a bit. Poor Rarity was very much still flabbergasted by both the Princess' response and that of her friend.

"But, to answer your question honestly, Rarity, no. It was no...act of story book romanticism, no grand sweeping gesture, and no, not even his...carnal talents which drew me to the Captain. It was...well...I suppose it was his death."

If it was possible for a shadow form, Shade looked uncomfortable at this revelation, his stance changing subtly, as though he knew this story, and found it no less disturbing for being familiar. Rarity had her flustered countenance overtaken by a look of confusion. That simple statement was even enough to cut through even Rainbow Dash's joviality, her confused frown blossomed into a passable imitation of Rarities own.

- - -

Behemoth held his breath as the steps grew closer, edging himself back into a fold in the undulating wall, willing himself to be invisible. He could hear them clearly now, five sets of hoof-falls, the muffled clatter of...three sets of armor. The faint, sweet scent of apple blossoms, and the just as faint, yet unmistakable scent of writing ink and parchment. He relaxed palpably. These weren't more enemies that approached.

He slipped away from the wall, moving back into the dim, intermittent glow that passed for illumination this deep into the Hive. He waited a few more seconds, let them draw a few steps closer, until he could hear them just beyond the turn of the tunnel, barely a dozen strides away. Quietly, as quiet as a whistle could be, he whistled the three tone tune that this group of Guards, HIS platoon, would recognize as a friendly declaring its presence.

They stopped. The steps, the muffled clatter, all sound came to an end, save the steady drip drip drip of unknown, viscous fluid from overhead. Slowly, weapons raised, two of the three Guards came around the corner in a group. Spaced perfectly, the first two were close enough to cover each other, yet far enough apart not to interfere with each others battle flow, should it prove necessary. The third hung back, out of sight, but closer now, Behemoth could hear him breathing heavily, almost gasping for air, each breath punctuated by the moan-grunt that he recognized, having made it himself more then once, that was indicative of at least three broken ribs...left side...low.

"Damn it's good to see you, sir, we thought we were alone this deep in."

The two leading Guards relaxed, their weapons moving back to ready positions. A three toned mane atop a purple head peeked out around the corner behind them. A second later, a smaller, scaly green head came out above it, both sets of pupils wide and reflective in the dim light.

"Is it safe to come out now? Are you sure that's really him? Remember, we are dealing with Changeling's..."

Twilight spoke, a worried whisper. Spike, perched on her back, nodded in silent agreement.

"Of course, of course, you're right,"

The Guard look back and forth from Behemoth to Twilight and back, before his gaze settled on Behemoth.

"Sir, if you...assuming you are...you know the protocol...sir."

Behemoth nodded sagely, his wing blade coming forward and snapping into place with the slightest muscle twitch.

"Indeed, Sergeant, you're right to insist."

Without any hesitation, Behemoth raised a foreleg, and in a single, smooth motion, brought his blade across the leg, just above the knee. A faint trickle of bright red blood made its way down the limb, from a cut so relatively minor that it wouldn't even add to the tapestry of scars that covered his body. The Guard watched the trickle of red for a moment, then nodded, turning to those still mostly concealed around the corner.

"All clear, he's the real Behemoth."

Twilight, with Spike perched on her back, and Applejack came around the corner. Behind them, moving slower and obviously injured, came a third Guard. Behemoth could smell the fresh scent of blood from him even before he saw it dripping down the Guard's flank, beading and dropping from his stomach.

Behemoth stepped forward towards the visibly injured and steadily weakening Guard. Phalanx. Formerly of the Celestial Guard, with the white coat, sun colored mane and fair complexion that were so prevalent among that cadre. Before he was able to speak, Behemoth was intercepted by a fast moving orange blur.

Without a word, Applejack closed on him, throwing her forelegs around his neck and hugging him tightly enough to cause his armor to creak and his vertebrae to pop. After a moment, he gently pushed her away. Even given his not insignificant strength, he only made any head way when she relented and allowed herself to be moved. The Apples where known for their strength, for good reason. He spoke softly, just to her.

"I'm okay, Jackie, really, and I'm sure Mac is too. He's a tough nut, your brother."

She nodded quickly, looking away, doing her best to avoid letting the stallion she'd known since he used to pick on her along with her brother see the tears welling in her eyes. She regained her composure quickly, displaying the less well known yet equally impressive Apple family trait of suppressing their emotions with laudable skill.

"Ah'm...just glad to see ya is all. Mac...Mac'd be mighty sad if you were ta go an get yerself killed...not to mention we're gonna need a little more muscle if we're gonna get outta this mess, an you're a start. An if ah told ya once, ah told ya a thousand times, don't call me Jackie."

He nodded and moved past her with a smile, good naturedly pushing her Stetson down over her eyes in a display of almost brotherly affection. He didn't quite catch the way it brought the flash of a smile to her face, his attention on his wounded soldier. His practiced eye quickly appraising the wounds as he pulled his field medics kit from his pack with equally practiced precision.

"Seems you've made a bit of a mess of your armor, Private."

"I've had worse in training, sir, I'm good to press on."

His voice was lethargic, drained. The last few words almost starting to slur.

"No, you haven't, and no, you aren't. Lets get this armor off, get you fixed up."

"Not...not even going to buy me dinner first, sir?"

Behemoth stifled a snort of laughter, assisting the younger Guard out of his damaged armor and down onto his side. Behemoth set to work as soon as the wounds were exposed. He spoke without turning as he worked.

"Sergeant, watch the downhill track, up should be clear, this won't take long."

As he worked, motions precise and measured, Twilight, AJ and the now dismounted Spike moved in around him, watching him work. His talent for curing pain was easily on par with, maybe in excess of his ability to cause it. Wings and hooves worked in tandem, with a surety of motion and speed that was impressive to behold. As agile and effective as he was on the field of battle, it was easily surpassed. It didn't take long.

"Alright, that'll do."

Behemoth ended his work by pulling a syringe from his kit, tapping out the bubble, and jabbing it into the Privates haunches. Almost immediately, the pain clouding the Guard's eyes blinked away. With a sigh of palpable relief, he stood, moving to re don his armor.

"Thank you sir. That'll get me through the rest of the fight."

"No it won't, Private. I've set you up with basic battlefield triage, but those stitches wont hold up in a fight."

"But, sir-"

"No buts, head back down the way I came in, the path'll be clear, just follow the dead Changeling's. You're talent...teleportation, wasn't it?"

"I...uh, yes, yes sir."

"Good, get clear, then get to Canterlot as fast as you can. Get clear of the Hive before you try to pop though, something about these hives...screws with magic. You try it here, you'll 'port yourself halfway into a wall, and no amount of skill with a suture will bring you back from that one. Get to Canterlot, find Captains Dusk Shield and Shining Armor, tell them, 'Response Protocol Seventeen, Ponyville Library.' Say it back to me."

"I...uh...'Response Protocol Seventeen, Ponyville Library."

"Good. Now go, we don't have any more time to waste."

The blitz of the conversation had taken just a few seconds, and had left the younger colt almost dumb struck, but he still had the presence of mind to follow orders, moving off at a healthy pace, back down the way Behemoth had come in.

Without fanfare, Behemoth stood, repacked his kit, shrugged to resettle his armor, and turned to face the two Guards.

"Well? What're we waiting for, this hive isn't going to flatten itself. You two, watch the rear and flanks, I'll take point."

With that, he was off, the others, even the civilians, quickly falling in step. They'd traveled just a few dozen yards, in silence, before Twilight trotted to catch up to Behemoth as he advanced cautiously yet steadily.

"Mr. Behemoth, sir, I was wondering...could I ask you a sort of...personal question?"

Behemoth glanced at her out of the corner of his good eye. A trivial motion for most, for him it involved turning his head past 90 degrees to bring his good eye in line with the young librarian. She looked flustered, face flushed, breath quicker, shallower then normal, pupils dilated. The palpitations of the artery in her neck placed her pulse at right in the neighborhood of triple digits.

She was stressed, running damn near red line. She'd be seeking any sort of distraction from the fact that she was so completely, so entirely out of her element. After the second it took Behemoth to notice and calculate all of this, he nodded. She needed to talk, it'd do no harm to listen.

"I was wondering...from a purely academic standpoint, of course, if, hypothetically, someone were too...want too...have a...relationship, with one of the Princesses...N-Not any one specific, of course!! This is, uh, entirely hypothetical. But...how would they...I mean, you're the only one I know of who...how did you go about...getting Princess Luna's...uhm...attention?"

It was an odd topic, given the situation, but given how widely known Twilight's 'secret' attraction to her mentor happened to be, not an unexpected one. Behemoth wrote her odd place and time for bringing it up off on the fact that the two of them rarely spoke, or a need for something, anything more trivial to discuss then the task currently being undertaken, or, possibly, good old fashioned naive tactlessness. At any rate, given how disturbingly quiet these tunnels had become after the drones retreat, he saw no harm in entertaining her questions.

He had no way of knowing that twenty feet higher and a dozen feet farther on, a remarkably similar conversation was taking place.

"Well...I suppose I didn't, not at first, anyways. When she returned from the moon, she was...lost. All her friends, her subjects, favorite artists and authors, everything she knew or loved was long since dead. That fact hit her hard. She was...difficult to approach."

"It was decided within the first thirty six hours of her return that the former Lunar Guard, which had been disbanded ten centuries prior, would be redrafted. The problem was, no one wanted the job. Every officer in the Guard, from Junior Lieutenants all the way up to the General himself were offered the post. Every. Single. One, declined. Some gave no reason, some gave bullshit reasons, others stopped just short of saying that they refused to serve a...traitor, a monster. I ended up with the post not because I excelled, not because I was the best candidate. I ended up being the one to put the Lunar Guard back together, frankly, because no one else wanted the job."

"That's downright batty, it woulda been a heck've an honor, I can't imagine all those fellas woulda-"

"You've got to remember when this was, what the overwhelming opinion of Nightmare Moon, and by extension, Luna, was at the time. For years, centuries, parents had been using stories of 'Nightmare Moon', of the 'Fallen Princess', to scare naughty foals into behaving. Everyone, for generations, had been brought up with the story of Nightmare Moon as the ultimate evil, the ultimate betrayal made manifest. I was raised on those stories, AJ, and I know you were too. That kind of ingrained thinking, that deep rooted of a bias, isn't something that's changed overnight."

He slid forward silently, flattening himself against the wall as they approaching another intersecting tunnel and waved the others in behind him. After a moments careful listening, he stepped back out and continued, both walking and speaking.

"Truth be told, even I had my reservations, but, after the mission I'd lead into the Deadland's and it's...messy conclusion a few months earlier, I knew that, at that point, it was either this, take the Lunar Guard and do what I could, or linger in dead-end and pointless assignments for a few more months until they could finally drum up a reason to drive me out of the Guard entirely."

Twilight looked confused as he spoke, chiming in as he paused to catch his breath.

"The Deadland's? There hasn't been a mission that far south in...eight hundred and thirty eight years...roughly. There's nothing there, no reason to go that far south."

"You're right...as far as released, publicly available official records go, at any rate. There have actually been two other missions that far south since those reports were filed. The one I led...and the one that preceded me, that I wasn't ever supposed to learn about. But that is a whole other story unto itself, and for another time. Those two events should be declassified in...oh...about one hundred and forty five more years, give or take."

Twilight looked none too happy about letting go of such a tantalizing bit of history, but her original line of inquisition was still primary in her mind. With a frown, she nodded, urging him to continue.

"When I first met her and assumed the role, I was the first living thing she saw each evening when she woke up, as it was my job to brief her, and the last she saw each morning before she slept. Still, even given that...I think it was three or four months before she even bothered to remember my name, we weren't exactly..."

- - -

"-he and I...didn't exactly, 'hit it on', as the saying goes. I was cold, distant. Far too consumed with how much...everything had changed. Even thought I saw him with every dusk, and again each dawn, it was almost six months before I allowed myself to even remember his name. The thought of allowing another to get even that close to me was...so far beyond the pale as to almost be reprehensible. One moment."

Luna looked past them, back to the main group. After a second, Derpy looked up meeting her eyes. With a nod of her head, the Princess silently asked Derpy to join them. This was a story Derpy hadn't heard yet, but she needed too.

As the Guard gathered themselves, and Derpy trotted over, Luna continued speaking to Rarity and Dash. Hesitant at first, the more she spoke, the more she wanted to. Finally being able to share the tale with someone...anyone, was strangely cathartic.

"I suppose, if I had to narrow it down to a single moment when our...relationship began in earnest...it would be the moment he died."

- - -

"Died? Now hol' on just a darn minute. Now, I ain't exactly the most medically educated pony out there, but I'm pretty sure I'd be able to tell if you were all...not...bein alive, an what not."

Twilight nodded in zealous agreement to AJ's accurate, if not particularly precise verbiage.

"AJ's right, I mean, medical science has made some impressive advances over the last few decades, but...OH! I get it, you were technically dead for a minute or two, right? Ok, because that's possible, they can restart a heart after up too...I think the record was four and a half minutes, without the risk of long term neurological or nerve damage. What was it for you, between a minute and ninety seconds? Those times are statistically the most common. Or maybe just your heart stopped for a few seconds, yeah, that could be it also."

Behemoth glanced over his shoulder, back at the three civilians. Twilight was engaged, curious, AJ was paying attention but openly incredulous, and Spike was eyeing him warily, as if Behemoth had just grown horns and a third eye. Behemoth turned his attention back to the path ahead before speaking.

"No, when I say dead, I mean dead, Twilight. Total cessation of autonomic functions. Zero heart beat, respiration, or brain activity. Dead. Now, I can't vouch for the exact period of time first hoof, of course, seeing as I was slightly busy being not alive at the time, but if the surgeons, nurses, and Luna herself are to be believed...it was fourteen hours, thirty seven minutes. Give or take a couple seconds one way or the other, of course."

Twilight stopped dead in her tracks. AJ noticed and did also, the Guards bringing up the rear stopped as well. With a reluctant sigh to himself, Behemoth turned back, having suspected something along these lines would be her response. It took Twilight a few seconds to find her voice, a look of skeptical confusion spreading across her face as she slowly spoke.

"That's...that's just not scientifically possible...even with the best medical care in the Empire, that's just...fourteen and a half hours...no, you...there is no way medical science could've brought you back after that long..."

"Well, now that, you're right about. As good as our medicine is, there's no way medicine or science could bring me back after being dead and gone for more then half a day. I did suffer long term nerve damage though, regardless of the skill put into my...resurrection. Somewhere in the neighborhood of half my nerve endings died. Pleasure, pain, hot, cold, any and all physical sensations. I just don't feel anything on the scale that I should...an unintended side effect, but...not altogether unuseful, given the nature of the last few years. Their medicine was good, great, really, but medicine couldn't effect a resuscitation after that span of time. "

He locked eyes with her, his head tilting to the side. The ghost of what might've been a smile flashing across his face almost too fast to see. Behind them all, the Guards stood watch, as stoic and motionless as if they were on a parade ground. They shot each other a glance, only their eyes moving. While they had never explicitly heard this tale, around the barracks, it was, at best, a poorly kept secret.

"There's no way MEDICINE, could do that."

"If not medically, then...how..."

Realization swept across her face with the speed and force of a slap. When she spoke again, her voice was hoarse, ragged and jittery, cold. Terrified.

"No."

Slowly, after holding her eyes for a few seconds, Behemoth nodded silently.

"No. That's not possible. I refuse too-it couldn't, she couldn't, there's no way, it's-"

AJ shook her head with annoyance, interjecting.

"Ok, what're you talkin about darlin, you ain't makin a lick of sense. What's got you so hoodooed?"

Twilight shook her head vehemently, actually taking a step back from Behemoth, as if now, after everything, afraid he might suddenly attack. Her mouth worked silently as she struggled with the words. Behemoth spoke before she could.

"Tell her, Twilight. You can explain it better then I could."

"It's been illegal...for more then nine hundred years...even studying it, much less practicing it...even talking about it is a crime punishable by life long banishment...even then, even if...there aren't any unicorns powerful enough, the magic would require so much strength...so much raw power...it's not possible...not for...not...for a mortal..."

"Twi, yer talkin in circles girl, c'mon, spit it out. Yer actin like he's the dangerous one here, not the fella who's probably gonna get us outta here with our hides in one piece. What is it?"

Twilight glanced quickly to her friend, then, hesitantly, back to Behemoth. She swallowed past the sudden lump in her throat several times.

"Necromancy."

AJ stared at her blankly, waiting for an expanded explanation that wasn't apparently coming of its own volition.

"Necro-what now? Sugarcube, I'm tryin to be patient here, but that-"

"Necromancy. The...worst school of magic that's ever been. It is wicked, and evil and disgustingly vile. It flies in the face of every good and decent..."

She caught herself, taking a deep, steadying breath.

"It's the forbidden magic...of...manipulating life and death, of bringing the dead back to life. Resurrecting dead flesh, forcing a departed soul back into a body. Blood magic. Dark magic. The most evil application of magical power that has ever existed-"

Behemoth smiled openly. Genuine amusement twinkling in his good eye as he interrupted her monologue.

"And the single, solitary reason I'm standing here today. The surgeons, good as they were, managed to piece my meat back together, stitch me up, sew me back into one piece...I was lucky...there was a healthy supply of spare organs to replace the ones I'd lost...and more then enough blood, which, as I understand it, is needed for that kind of spell work."

Twilight was speechless, AJ was silent as well, staring at him wide eyed, turning just a little green. Spike broke his silence.

"Wait, you're not...he's not...really dead, is he, cause, that'd make him...a zombie...zombies aren't real, right? Twilight? You told me zombies weren't real..."

Behemoth seemed to consider this for a moment, his head cocking to the side, a slight frown adorning his features as he mulled it over.

"Well, I don't know if I'd use that term...I suppose its kind of fitting in the sense that I was dead and aren't any longer...but the traditional 'zombie' traits...I have a pulse, warm blood pumps through my veins, I speak, I think, I only consume the flesh of ponies and young dragons on Tuesdays-"

"It IS Tuesday!!!"

Behemoth couldn't suppress a smile at Spikes exclamation.

"A joke, Spike, just a joke. I'm not a zombie, not the undead. I don't really hunger for flesh. If anything, I WAS dead, and just...well...I got better."

The three civilians stared at him in silence, struggling through the implications of this new revelation. Twilight in particular, looked as if the world itself had been turned on its head. Her mind was running a thousand miles a second, she nearly seemed to be in tears. When she finally managed to find her voice, it was thick with emotion.

"Was...was it...Luna?"

Behemoth nodded.

"Yes."

"But...why?!"

Behemoth shrugged casually.

"She needed what I knew. What I'd seen in the primary Hive cluster more then a thousand miles south, what I had learned about their hierarchy, their tactics, society, their culture...their power. She didn't save me because she loved me, or needed me, or couldn't live without me...she brought me back, forced the tattered and torn shreds of my...spirit, essence, anima, whatever you want to call it, back into a dead and decaying shell, barely and not completely preserved by the best medical minds in Equestria...because she needed to know what I knew. She melded my flayed soul with her own, siphoning out a bit of her self to fill in the cracks, to smooth the holes left when she tore me, brute force, out of the afterlife."

"So...wait a minute...you've got...the Princess used her own...whatever, to spackle over the holes left in yer own...whatever?"

Behemoth nodded.

"Yes. It's that connection that allows her to know where I am, constantly, in any place or time. Its that...link, that allows her to speak directly into my mind...it was that connection that allowed her to see my past. She is literally IN my mind, you understand. Everything I've ever said, everything I've ever thought, everything I've ever done, she knows, as soon as I do. She can flip through my memories as easily as you flip the pages of a book. She can, and probably has, watched every moment of my existence from birth until today, without missing a beat. My hopes, my regrets, my wishes and dreams, she knows it all, and something, somewhere in that cavalcade of guilt, psychosis, brutality and passion, she discovered something that drew her too me, some redeeming trait that, honestly, even I'm not entirely certain what it is. But it's apparently enough to make a fellow like me worthwhile to a...a being like her."

Twilight was silent, the fear and recriminations in her eyes fading a bit at this revelation, as those emotions were overtaken by a glimmer of understanding. After a fashion, he had answered her question, it just wasn't the answer she had expected. AJ, however, had questions of her own.

"Ok, awright then, that makes sense...I guess...probably...but, yer glossin over one big, maybe important detail. How in tarnation did a rough n tumble brute like yerself end up gettin killed in the first place?"

- - -

Above and away, the conversation between Generosity, Loyalty and the Princess was taking a very similar tract. It was Rainbow Dash, who echoed the question that AJ had just asked.

"His death, came on the day the Changeling's attacked Canterlot. As memory serves, the seven of you were there, to attend the wedding of Princess Mi Amore Cadenza, so, you undoubtedly remember the chaos of that attack."

"Of course, your Highness, we remember that dreadful event quite clearly, I assure you. However, as...uncouth, as the Changeling hooligans were, I do not recall them killing any of the Celestial Guard. They seemed rather more intent on entrapping them."

Rainbow nodded in agreement, as did Luna half a second later as she replied. Derpy sat silently, listening intently without response.

"Yes, they sought to enslave the citizenry, as well as my beloved sister, her court, and her Guard. I, however..."

Her face changed at the memory, a pallor, almost a sadness settling over her features.

"What few know, one of the many pieces of intelligence I later learned from Behemoth, in fact, was that the Hive had infiltrated Canterlot weeks, perhaps months before their assault. They had taken and replaced a series of citizens from the Capital, to move amongst us and chose their targets."

"And nobody noticed em?! Jeez, were all the Guards out to lunch or what?!"

"Well, they were quite adept at altering their appearance Rainbow Dash, perhaps that is why they are called Changeling's, hmm? Please, your Majesty, do continue."

"These infiltrators, by and large, gathered their information second hand. They chose targets and established tactics not on a first hoof tactical appraisal, but strictly based on the thoughts, opinions, and attitudes of the gamut of citizens they moved through unnoticed."

"They didn't, for example, survey Guard deployments or patrols, they didn't bother watching and learning how the Constabulary responded to one emergency or another, instead they would...attend sporting events, loiter around coffee shops, spend hours on public transportation, just listening to the background conversations of the populace, using that to form a...sub-textual understanding of the society they were going to assault...I'm not at all convinced of the...strategic viability of such a method, but, it was certainly an original tactic."

"At this time, there was still a significant...distrust of me, and, by extension, my Guard. By no means was the doubt and mistrust of me all pervasive, this generation has shown a remarkable capacity for forgiveness and kindness, but my detractors were still a vocal enough group of the Canterlot citizenry that such an opinion directly effected the Changeling's approach to the city. While the general population, my adored sister and her Guard were deemed suitable candidates for subjugation...it was decided that I..."

She sighed, hesitating for just a moment. She met Derpy's eyes in the span of that brief pause, and for the first time in almost a week saw a faint glimmer of the light, the curiosity that had been so savagely snuffed from them. That single spark was enough to encourage Luna to continue her tale...as unpleasant as such memories were.

"That I, and by extension my Guards, were devoid of love. Cold, calculating, and brutal, that I was the monster of camp-fire tales and ghost stories, and that, by simple proximity, those who served me were just as evil, just as void and wicked...so, where as the others could be captured and fed off of...I...we...had to be eliminated."

"Eliminated, oh dear heavens!"

"Psssh, yeah, right, like even a bunch of Changeling's could be a threat to you, heck, I've watched you zap to pieces a couple of dozen of the little punks in the last ten minutes!!"

"True, they are, individually, no real threat to me. Not while I'm awake and can defend myself, at any rate. They, however, proved smarter then that. Their overt attack came in the height of the day, while I was asleep. Somehow, they came by the information that belied an alicorns only weakness. When we sleep, such is the level of our massive expenditure of magical energy on a daily basis, that our sleep is all consuming, the cycle of rejuvenation impossible to break. As a result, quite simply, nothing can awaken us once we are down. Only a completion of the cycle will cause us to stir. If their surprise attack had managed to breach my Citadel...they would have quite simply butchered me in my sleep, and there would have been literally nothing I could have done to stop them."

"Wow. Uh...ok then. So, he was your Guard Captain, I remember AJ saying something about that, so I'm guessing he kept em away from ya...so, is that where he lost his eye?"

Luna nodded. She glanced at Derpy, then quickly away. She had trouble meeting Derpy's eyes...those eyes the same golden hue as Behemoths.

"Yes. That is where he lost his eye...and his life. As...as I'm sure you recall, the Changeling attack began shortly after noon. Behemoth...Behemoth and thirty one of my Guard, all that there were at the time, held the door into the Lunar Citadel for almost seven hours...seven whole hours they fought, and, one by one, I later learned, they were overwhelmed. One by one they sold their lives dearly to defy the Changeling King, and his force...his...horde."

Her next words were barely a whisper, more for herself then any others as, for the thousandth time, she replayed the images of that fateful day through her mind, as seen by Behemoth.

"In all my years, in all my centuries...I've never seen bravery...never seen resolve of the sort I saw in those thirty one souls..."

"The Changeling...King? Uhm, your Highness, we were not aware that such a creature even existed."

Even confused, Rarity held to proper language and decorum. As prim as her voice was, it harshly snapped the Princess out of her reverie.

"Yes, I am sure that you aren't. I went to extreme measures to make certain that no record of that monsters existence was ever made public. It's autopsy report is the only physical file I allowed to be kept, the only one that was not burned, incinerated along with its corpse. It was kept so that we may better understand such a powerful foe. That single file is more heavily guarded then even the Royal Treasury, those Guarding it are not even aware of what they protect, and only I have access to it."

"But...why? Why wouldn't you want everyone to know that side of the story? Behemoth and his Guards...they deserve to be seen as heroes of Equestria, recognized as your saviors. Why are you hiding what they died for?"

Luna sighed heavily, when she spoke, the tone of her voice made clear that the reason she gave, wasn't one she was particularly fond of. It was the first time Derpy had spoken, and as quiet as her voice was, the recrimination in it was plain to hear.

"Because, over the last thousand years, my darling sister has gone to great and extreme pains to ensure that the more...brutal nature of our society has stayed well and truly out of the public eye. Murder, rape, all the cruel, brutal and savage acts of any civilization are no less common now then they have ever been...but Celestia has done everything she is capable of, to ensure that knowledge of such things is suppressed, buried, and ignored. Those guilty are punished, severely, but the facade, the sweet and kind, tissue thin veneer, the velvet curtain of innocence and benevolence must be maintained at all costs...the alternative...this civilization may very well not survive the harsh reality. The truth about the level of...depravity, of sheer evil that you are capable of."

She allowed that thought to linger in silence for a few seconds, before returning to her original narrative.

"When the fight was done, when the monstrous form of the Changeling King lay dead, finally brought low by my magic and the last, valiant effort of Behemoth's dying breath, six hundred and eighty six drones, and two Changeling Guard had died beside their patriarch...and thirty of my Lunar Guard had also fallen...including Behemoth. Run through the chest by the King's own blade. A blade that snapped off in the process...a blade that, as a fitting display of Behemoth's sheer determination, he pulled from his own chest, and rammed through the eye socket and into the brain of the Changeling King. My magic had weakened, partially melting the Kings armor around his head, but it was indeed Behemoth that struck the killing blow. Dusk Shade, then Sergeant and now Captain of my Guard...was the only mortal to leave that boulevard alive."

Rarity and Rainbow, in a very rare display, shared the same disturbed look at the gravity of the situation and those events that had led to it finally sunk in.

"But, to more accurately answer your question...when I resurrected him, the connection required by that act allowed me into his mind...a mind unlike any other I have ever encountered. He is...absolutely dedicated to doing what he believes is right...is necessary. Once he has chosen a course of action, he WILL carry it out, no matter how...bloody, how brutal...how cruel the act may be. He will torture, he will maim, he will kill...he is capable of great and terrible acts of brutality, but also a doting, devoted kindness that is rare in the extreme. The dichotomy of his mind is almost miraculous. That...singular determination, the dogged surety. I've never encountered it in any other being, mortal or not."

As Loyalty and Generosity were processing in stunned silence, a Guard from the main group approached Luna, his shoulder chevrons indicating a rank of First Sergeant. When he spoke his voice was low, calm, reassured.

"Triage is complete, your Highness, we are ready to move out at your order."

She looked past him, watching for a second as Fluttershy and Macintosh helped the last private back to his hooves. Once she was up and stable, Luna's gaze returned to the Sergeant.

"Very good, gather your troops, it's time to end this."

He nodded and turned to face the marshaling squads. His booming voice barked out, a far cry from the deference and restraint he had shown in addressing the Princess.

"Alright, that's about e-damn-nough lolly gagging, form up, double forward wedge, watch those flanks, time to get this dance done!!"

The over a dozen Guards moved with practiced efficiency into a staggered double column, wrapping their numbers around the smaller group of civilians without need for specific instruction. Dash and Rarity moved to join Flutters and Mac, Derpy, however, lingered, finally speaking, her voice subdued far enough that her words were only for Luna.

"I want you to know...I understand why you did what you did...to Behemoth. I understand it..."

Luna turned, meeting the cold, burning intensity of the young mail mares golden eyes. Something in then caused Luna, powerful as she was, to suppress a shudder.

"I understand...but I'm not sure I'll ever be able to forgive you for using him like that."

Without waiting for a response, she moved back to the others. Shade shot his Princess a concerned frown as a look of quiet despair stole across her features. Half a second later, it was gone, no trace of the pain he'd seen mar her beauty remained, wiped away so quickly he wasn't entirely sure he'd even seen it.

He said nothing, and assumed his place in the column.

Alone again with her thoughts, Luna spoke words lost on all but herself in the din.

"I know Derpy...I know...I'm not sure I will ever be able to forgive myself..."

- - -

"Well, that's about enough jawing, I s'pose."

Behemoth, his voice hushed again, had flattened himself into a recess in the undulating wall. The chitinous scrabble and high pitched chittering that was so uniquely the sound of a Changeling swarm echoed up in a confusing tumble from a organically formed tunnel that split at a Y, carving deeper into the bowels of the Hive. He took a moment, looking from the steady and stoic faces of his Guard, to the far less confident visages of the three civilians.

"You all ready for this?"

"No."

It was Twilight that responded, her proclamation swift and certain in its negativity. She visibly gathered herself. AJ and Spike as well, visibly psyched themselves up for the approaching madness.

"Not even a little bit, but lets do it anyway."

Without further ado, Behemoth led the small group single file through the narrow passage as it wove its way deeper into the monolithic Hive.

As they wormed their way through the corridors, winding and twisting deeper into the bowels of the hive, their vision adjusted to the dim, pale green luminescence that seemingly leaked from the very walls around them, diffuse and without any clear source. Around another corner, they were suddenly entering a wide, low chamber. Roughly circular, stretching off to their flanks for fifty yards in either direction, the vaulted ceiling curving away overhead, capping the room with a low hung, undulating dome of gleaming black resin. Under their hooves, beneath a dully reflective walkway of Hive chitin, oily black liquid filled the room from wall to wall, motionless and still as glass, without so much as a single ripple to disturb its mirror fine surface.

"Oh. Well, fuck."

Taking in the sudden change of scenery, Behemoth's tracking eyes fell upon the far edge of the gargantuan subterranean dome. The location of the drones that had withdrawn was no longer a mystery. They hovered there en-mass. Dozens of them, over a hundred being a distinct possibility, their chitinous bodies hanging in the air, bobbing slowly like small boats in a tidal swell. Otherwise motionless, soundless. They turned as the five ponies and the young dragon breached their inner sanctum. The snarled in silence, leathery lips pulling back over glass needle teeth, but made no noise other then they dull, monotonous buzz of their hovering. They did not move to attack, as if waiting for something.

What that something was, wasted no more time making itself known.

It started with a ripple. The faintest of concentric circles marring the perfect mirror finish of the inky black, chemically stinking liquid below their hooves. The faint ripples steadily became more and more pronounced, where once they were barely discernible, after a few seconds they were undulating across the surface, sloshing at the resin walls as some monstrous shape moved in the depths. Still, the drones didn't attack.

As the sloshing tumult continued, four strange tubes broke the surface, moving in tandem, the same slightly reflective black chitin as the drones, yet visibly thicker, and with noticeably less of a sheen, more matte, as if dulled by age. The four tubes moved towards the walkway above the liquid, their distance from one another constant and unchanging. The closer they came, the more of their apparently considerable length came out of the vile fluid.

"I-I don't like this, whatever is coming, given the size and intensity of those cavitations, it's got to be of considerable-"

"Ho-ly screamin sheep shit..."

While Twilight's appraisal was certainly the more scientifically accurate, AJ's terminology more accurately captured the opinions of the Guards.

A massive jet black shape welled up out of the liquid, heaving its monstrous bulk up onto the resin walkway which creaked and groaned, struggling to support the weight. The liquid poured down off its frame, pooling and running together when in hit the floor as if it were mercury.

Six legs the diameter of healthy trees cracked and crunched over resin broken by the weight, the body resting atop them more then as wide as Behemoth was tall, the creature towering more the twice Behemoths not inconsiderable height. The four stacks that had first been seen breaking the surface jutted up from its back. They were blunt, conical protrusions belching a foul, noxious fog every several seconds, which built and billowed, forming a fugue knee deep around the beast.

A glow the same pale green as the background luminescence that leached from the walls leaked out from two formless, pupil-less eyes, only much brighter. The creature had no nose, no mouth, no ears, its face below the eyes covered in a thick plate of matte black chitinous armor, akin to that which girded every other inch of it. It stood upright, roughly centauroid in shape, a heavily armored upper body, its two powerfully thick arms ended in blades more then six feet long, their length wickedly curved, gleaming metallically in the faint light. A faint, high pitched moan could be heard as the creatures bulk moved slightly with its breath, the blades keen enough to cut the air itself with even such a minor motion, causing the nerve wracking moaning.

Behemoth stepped forward, gaze locked on a creature the likes of which he had never hoped to see again. In a hushed, almost panicked whisper, it was Twilight who broke the dreadful silence.

"What...what in Celestia's name is that?"

Without looking back at her, his intact wing and the attached blade rising to a ready stance of their own accord, Behemoth answered.

"That...is a Changeling Guard...this Hive must be more important then I-"

"KING KILLER."

The voice was horrible. A buzzing, clicking, roaring chorus of a thousand different voices, speaking over and around each other to form words the very sound of which were nauseating.

"KING KILLER. WE KNOW OF YOU."

"HE WHO'S RECKLESS DESPERATION SLAYED THE FATHER OF US ALL. THE FATHER ANCIENT BEYOND YOUR PITIFUL UNDERSTANDING OF TIME."

"WE WILL END YOU, AND BE RISEN TO KING IN REWARD FOR YOUR DEATH. THE NEXT GENERATION SHALL BE OUR SPAWN. WE SHALL BE THE FATHER NOW."

Behemoth licked suddenly dry lips, swallowed past a lump in his throat as dry as desert sands. He remembered this voice, the way it came from nowhere, the way every word scratched behind his eyeballs. He spoke with a confidence he didn't feel. He wanted nothing so much as to turn around, to fly out of this resin encased hell as fast as his wings could carry him. He didn't. He knew that if he were to do so, even if he managed to escape, he'd be dooming AJ, Spike, Twilight, Delta and Iron Heart to a fate worse then death.

"Just one problem with your delusions of grandeur there, Lumpy, I'm not dead yet. And unless you're planning on talking me to death, you big ugly bastard, you better get to it. Come on then, you won't be the first of your kind I've killed, probably won't be the last."

"YOU DARE SHOW SUCH DISRESPECT? YOU WILL SUFFER FOR YOUR INSOLENCE. FOR MANY OF YOUR DECADES I HAVE-"

As the monolithic Changeling Guard continued in its customary monologue, a trait he'd encountered in this species before, Behemoth chose that moment to act. He spoke over his shoulder, as he started moving.

"Defensive posture, protect the civilians."

The unicorn Guard that had arrived with AJ and Twilight nodded, a translucent bubble appearing around the five of them as Behemoth moved.

"Oh! I know this one! Lets see..."

Twilight stepped up next to the unicorn, and with little more effort then a blink, added her own prodigious power to the Guards magical barrier. It filled out, its color darkening to a deeper hue. He glanced back at her, catching her eyes, thanking her silently with a nod. Twilight blushed fit to burst, sheepishly returning the smile and nod. Behemoth was moving, gaining speed over the few short seconds it took for this to unfold.

With an almost dainty hop and a sudden sharp beat of mismatched wings, Behemoth was airborne and ballistic, heading straight into the Changeling's face. With his customary speed, his wing blade slashed brutally, punching a deep gouge into excessively thick chitin...and forever snuffing the light from the creatures right eye.

The Changeling reared up, hundreds of pounds of its front body rising up so far on its last two legs that it's massive head smashed into the dome overhead, bringing down a rain of shattered resin and severed stalactites. A booming, echoing roar of pain and fury reverberated through the closed space, almost deafening in its echoes. Behemoth landed, skidding to a stop fifteen feet beyond the Guard, after having almost flown into the still stationary drone horde. As soon as momentum abated, he noticed something wrong.

Rising smoke and an acrid, burning stink drew his attention to his intact wing. The wing blade, the last surviving specimen of Solstices mechanical genius, the blade that he had worn through every battle of his life, that had served him well time and time again against Changeling's and a myriad of other threats, was sizzling and popping, its fine, brilliantly honed edges softening and drooping, pits and holes melting through it as the blade and intricate mechanism melted away. Hastily, he fumbled with the leather straps, just managing to shake it off before the powerful biological acid started eating into his flesh. It clattered to the floor, a mangled mess that swiftly dissolved into a formless, fetid heap.

Deep, booming laughter started low from behind him, slowly building and rolling to fill the chamber with its echoing, mocking tone.

"FOOLISH MORTAL. WE HAVE EVOLVED. YOUR WEAPONS ARE MEANINGLESS TO THE CHANGELING GUARD NOW. CEASE YOUR FOOLISH RESISTANCE, IT IS FUTILE. ACCEPT YOUR FATE. ACCEPT YOUR DEATH."

Behemoth stared at the misshapen lump as it dissolved into nothingness. The last vestiges of Solstices brilliance, perhaps the greatest mechanical mind Equestrian society had ever known, melted away to nothing. The ground shook beneath his hooves. Behemoth looked back over his shoulder to watch the Guard, master of this Hive, swing its massive bulk around to face him, quite a feat on the, for it at least, narrow walkway.

"Oh, don't misunderstand, you massive fuck, I've killed your daddy, and two of your brothers. I'll kill your silly ass too, I'm just gonna have to be a little more inventive about it."

He was moving before he'd finished talking. The Changeling's advantage in strength, in sheer power was undeniable, to go hoof to hoof with it would have been mindless suicide. Behemoth darted in, straight at the monster. It drew back a massive, scythe of an arm, a blow from which would cleave Behemoth in half, armor or no. Behemoth went into a barely controlled half flight half dive with a single beat of his wings, the blade passed overhead close enough that he could feel the rush of air displaced by its swing. Passing so close to the creature that he actually grazed off the dull black armor along its flank, Behemoth's ballistic trajectory carried him well beyond the beast...and well clear of the explosion of resin as it's absurdly powerful swing smashed to glass splinters one of the vertical columns scattered randomly through out the chamber.

"Ohh, so close ya great mighty shit, only missed me by a couple dozen feet!"

Behemoth landed smoothly and was moving again instantly. By the time the Changeling had turned to face him again, Behemoth was squared off with it once more.

"Try again, I'm sure you'll get me this time."

With a wordless grunt of annoyance, it lunged at him again, both blades swinging wide and high, the arc described by their passage a one hundred and eighty degree span in front of the creature, high enough that there was no going over them. So Behemoth went under.

He'd betted on the slick, smooth yet slightly wavy surface of the floor to not provide undue friction, a gamble that paid off as he slid between the creatures six tree trunk legs like a runner sliding into home. He was up and moving again as he once again heard the dreadful crash and shattering glass cacophony of the Changeling toppling another vertical column.

"HOLD STILL VERMIN, DIE WITH DIGNITY!!!!!"

It swung around again, almost losing it's footing in it's haste. The surface of the walkway under its massive armored hooves had been crushed and shattered, reduced to a gleaming black powder that drifted around the creatures ankles, like a low rising fog that shimmered in the dim green light. Beyond, the Changeling horde surged and waned, like a chittering tide. The Guard was still exerting his will to force them to stand down, to stay out of the fight. He wanted Behemoth's death to be his alone. The Changeling's ego overrode his logic, he lunged at the bothersome fly, smashing forward with a burst of impressive speed given his size, intent on crushing Behemoth like the troublesome insect he was. Behemoth smiled.

A fraction of a second before the impact, the Changeling Guard realized his error, too late, however, to stop his momentum. He plowed, head first and lowered into the largest vertical pillar the chamber had to offer, even it's considerable girth incapable of withstanding such an impact.

With a creaking groan, the over stressed roof buckled. A spider web of cracks and splits exploded across the roof above the Changelings Guards head, as fast and jagged as a bolt of lightning. It barely had a chance to stand, and turn its faceless head towards Behemoth before the collapse began. A single, glowing green eye locked with a single vibrant gold. The glowing green remnants of the eye Behemoth had taken were running down the right side of the monsters mouth-less, nose-less face. The Guard was capable of no expression, none was necessary. Behemoth met its gaze with a steel cold grin. The first pieces to collapse were among the smallest, from the size of peas to your average wagon wheel, they bounced and skipped off the Changelings armor, their impacts barely fazing the brute. Then the rest came crashing down.

Chunks of obsidian black resin weighing hundreds, thousands of pounds rained from above, some exploding like artillery shells when they hit the floor, filling the air around them with whizzing, razor sharp blades of jet black death. Before the first had impacted, Behemoth was airborne. His task complete, he threw himself into flight straight towards the relative safety of the magical bubble. A hole opened in its shimmering perimeter just long enough to allow him to slip in, a tidal wave of resin dust as lethal as powderized glass nipping at his heels.

The din was apocalyptic. A roaring, crashing, devouring rush of noise that left no room for any other sound. As the deafening cacophony filled the room, drowning out all other sound, a glittering cloud of black resin dust enveloped the scant sanctuary of the magic bubble. The chamber, wide as it was, disappeared, swallowed by the darkness.

Slowly Behemoth pulled himself to his hooves. His flight had been so fast it had required a landing that somewhat lacked in grace. He looked around himself, locking eyes, in turn, with each of the five others he shared this narrow refuge with. He gave, where it was needed, what little comfort he could with a silent nod of reassurance. Beyond the shimmering, purple-blue haze, the swirling, glittering black clouds were all there was to see. No sound penetrated the lethal glass-fog, the only noise heard was their breath and the faint hum of the summoned barrier. For all intents and purposes, they may as well have been at the bottom of the ocean. Stranded. Alone.

"Is it...is it dead?"

Twilight's voice was shockingly loud in the confined space, reflexively snapping Behemoths head around to her. She was frowning slightly with the effort of maintaining the barrier.

"Has to be. Tough as those bastards are, and believe me, they fucking well are, nothing could survive that."

"Well, we're gonna find out soon enough..."

AJ spoke, garnering Behemoth's attention, and she nodded past the barrier, where the resin-glass fog was already starting to settle.

"Alright then, we've got to be ready. This bought us a little time, but that horde is still out there, and without the Guard to control them, to anchor them to the Hive Mind, they'll be full on feral. They'll be tearing at each other, but more then enough will come at us. Once it clears, and they see us, this is gonna get really messy really quick. What we've got to do is-"

As the saying goes, no plan survives contact with the enemy. This proved true as Behemoth's strategising was foiled before he could even articulate it. His words died on his lips as the air cleared, and there, still floating sedately at the end of the chamber, holding ordered ranks, was the Changeling Horde.

"They uh...they don't seem that feral B, I ain't seein much tearin goin on..."

The concern plain to hear in AJ's voice provided voice for the rising disbelief in Behemoth.

"No. He can't still be alive, not after that, not after..."

The chamber had changed drastically. A huge portion of the ceiling had come down, tearing a great rent higher up into the Hive, laying several smaller chambers above and a mad maze of tunnels open to be seen. A low, rolling sound, like great granite slabs grinding together emanated from the heaped debris in the center of the hole. A great mound that began to shift and shudder, rivers of powderized resin trickling down into the vicious inky fluid, a dozen miniature landslides that sloshed and splashed the chemical stinking liquid, as the rolling, grinding sound resolved itself into the mingled, jarring laughter of a thousand voices.

The heap trembled and shuddered, sloughing off chunks of resin that tumbled down the slope to be swallowed by the liquid. Where it splashed up onto the remnants of the walkway, it ran and coagulated, trailing back together into larger pools and puddles before moving itself like mercury back into the chamber wide pool. The laughter continued, becoming clearer and more distinct, the pile of rubble pushing up and out as the Changeling Guard stirred. With one final effort, a monolithic single chunk the size of a cargo wagon slid skittering down into the liquid where it was quickly swallowed into the depths.

It's massive dome of a back rose into sight, the chitinous armor cracked, dented and crushed. Brilliant green, glowing blood seeped from between the interlocking plates from a dozen different wounds. Three of the four respiration stacks on its back had been smashed off or crushed, but still it lived, still it laughed. It clambered slowly over the pile, one of its six legs was stuck, trapped in the debris. Without hesitation it swept the massive scythe of its left blade back, freeing itself and severing the rear most limb on that side at the knee. Jets of pressurized, glowing blood spurt out onto the dusty debris, the creature showing no response, even to this wound. Upon reaching level ground, it stood again to its full height, locking eyes with Behemoth once more, as the laughter of a thousand voices faded away.

A tingling rush ran up Behemoths spine as he realized this fight was far from over. Faintly, as if from the bottom of a well, he heard Twilight gasp, Spike whimper, and AJ swear in dismay. Even his Guards faltered, stepping back several strides from the battered monstrosity in spite of their training. Silence reigned, none spoke for what seemed to be centuries, but could've only been a span of seconds. As it always is, that silence was swiftly and definitively broken.

"KILL THEM."

With a shrieking, undulating cry of released rage the Horde surged forward as one, A gleaming black wall of soulless, thoughtless death. The Hive Mind compulsion whipped them into an instant frenzy, throwing them recklessly forward, over a hundred bearing down on five. The Changeling's had the advantage of sheer numbers, quantity over quality.

Behemoth knew how this was going to end. Three Guards and three civilians against over a hundred blood crazed drones, the was only one way it COULD end. He grit his teeth, stepped back in line, flanked one either side by a Guard, Twilight, AJ and Spike at his rear. He felt no fear as his doom approached, chittering and roaring, he'd always known that it'd end this way, on one battlefield or another. A peaceful passing in bed, long years from now, surrounded by loved ones. The cliche was a comforting delusion, but wasn't for him. He was destined for something else. For blood.

He resigned himself to take as many of the Changeling bastards down with him as he was able.

The swarm came across the chamber at full speed, in mere seconds they ate the distance to the small pocket of ponies.

A beam of coherent, blue-white light flashed across the room into the flank of the horde, moving through the charging ranks in a single smooth, softly undulating line. Where it hit the wall, it sizzled and popped, liquefying the resin, causing a series of high pitched whistling thuds as steam pockets vented explosively. Where the beam met a drone, the effect was much more dramatic. Limbs or wings were severed cleanly if the drone was lucky enough to be only struck a glancing blow, those hit full on simply exploded, their internal fluids flash heated so quickly that they literally detonated in mid air, in a mist of green steam and shattered black chitin.

Following the beam to its source, Behemoth watched as Luna, mane and tail streaming out behind her like a comets corona, eyes glowing the same blue-white as the beam, slid sideways down a tumbled ramp of scree that had formed when the ceiling collapsed, linking this chamber with the wide boulevard that had passed overhead. More bolts and beams of energy joined Luna's as her Guard followed her into the fight, flying, charging, or teleporting down the debris ramp according to their abilities.

Behemoth turned at the sound of rapid hooffalls from behind, coming down the path he had taken in. The third Guard section, those he had left to defend the breach, came galloping in, heading towards the building fight at full charge. Their presence was a direct violation of their orders, but Behemoth knew this was hardly the time for such concerns. Success or failure...life or death, hinged in how the next few moments played out. He'd need every advantage he could get.

Hit in the flank, counter charged from two sides, the horde faltered, finding itself suddenly ambushed, the Hive Mind itself was knocked reeling. The drones milled about as if in a daze, taking several precious seconds to reform against the sudden new threats. Those few seconds were enough, and the Guard, even still outnumbered ten to one, tore headlong into the mob, wreaking a terrible toll as the battle was joined in earnest.

"GO, GO, INTO THEM!!"

Behemoth led his two Guard in, AJ, Spike and Twilight hot on his heels. Luna's voice, magically amplified, boomed through the chamber, echoing, ringing as strong as thunder.

"NO QUARTER, NO PRISONERS, SLAY THEM TO THE LAST!!"

The battle was vicious and brutal, bloody and savage. The Lunar Guard and the Changeling Horde battled from one end of the chamber to the other. On the ground, the two forces hammered into each other, in the air, pegasi swirled and battled drones above the raging ground bound melee. From the perimeter, Unicorn Guards took careful aim, blasting apart any drone that wandered out into a clear field of fire.

Twilight had moved swiftly to flank Luna, focusing her own formidable abilities more on defense then offense. Twilight was rapidly sending up magical walls and protective bubbles, doing her appreciable best to protect as many of the Guard, and as many of her dear friends, as she could. Even Spike got into the fight, perched of Twilight's back and spewing what fire he could muster at any drones that came too close. More then one was sent shrieking away from Twilight as it's surprisingly combustible body ignited.

Rarity was opposite Twilight, and although her skills weren't on par with Twilight's, she still did what she could to blunt the attacks aimed at those near her.

Dash was a multicolored blur zipping through the higher reaches of the section of the dome that had not collapsed. She would bank in, smashing a hoof into the back of a drone as it battled a Guard, then she'd peel away, circle back and hit another while it was distracted. An ineffectual trail of half a dozen drones was struggling to pursue her, but couldn't quite close the distance.

Fluttershy, in a display of amazing courage, was running right through the thickest of the raging battle, her saddlebags heavy with gathered medical supplies, she went to fallen or injured Guards, rendering what aid she could, doing her best to ignore the danger as there were more every moment who needed her help.

AJ had moved to join her brother, and the two of them together were a force to be reckoned with. Their sheer strength was miraculous to behold. Their legs were as subtle as battering rams. AJ spun on her front hooves, flexing her back and smashing her rear legs into a drones chest so hard she snapped its spine. It fell to the ground in a disjointed heap. Mac wasn't quite as fast as his sister, but his blows struck with much greater force. More then once his hooves punched clean through a drone, knocking a hole in one side and out the other, smashing the entire creatures insectile form to broken tatters.

Behemoth moved to join AJ and Mac, the two Guards with him peeling off to join their squads in the pitched battle. Wing sweeping low as he moved, Behemoth snatched up a resin blade that had once been attached to a drone, arming himself now that his customary wing blade was nothing but a bitter memory. He'd had it in his grip for less then a second before he slashed another drones throat with it, as it moved in to blindside AJ. Her head snapped around, her body readying to strike as she heard the drone die. She relaxed for a second as she met Behemoth's eye, she grinned, her face flushed healthily with the effort of combat, it was a grin Behemoth mirrored.

"Having fun yet, Jackie?"

"Heh, one thing I'll say about ya, B, you sure know how ta show a filly a good time."

Any further banter was cut off, their voices drowned out, their ears almost deafened as the Changeling Guard made his presence felt. A roar of such terrible fury, such unrelenting force that it was a physical thing, buffering and battering at those who had strayed too close. Such a primal sound causing a wave of instinctual, primal dread in the mortals that heard it.

It crushed its way forward, a very brave and very foolish Lunar Guard pegasus swooped in, scoring the beasts armor across its chest. With a flick of its massive left blade, almost too fast to follow, the Changeling Guard lopped the foolhardy pegasi's head clean off in one fell swoop.

Two more Guards threw themselves against the monster, and were struck down before they could land a single blow.

"Damn... We can kill all the drones we like, but if we don't deal with that bastard he'll take us apart."

AJ and Mac both looked to Behemoth as he spoke, AJ distractedly wiping the splattered remains of yet another drone from her hooves as she did so.

"Well, awright then, lets finish the big ugly fucker."

"Language, AJ."

She couldn't help but grin at her brother and his contextually ridiculous chastization. Without another word, the three of them turned, charging towards the Changeling Guard as it smashed it way forward to meet them.

Behemoth went in first, relying on the Guards fury with him to skew its rampage in his direction. The great beast obliged.

"YOU DARE TO RETURN, PEASANT? YOU WILL NOT ESCAPE AGAIN!!"

As resilient as the monster was, the collapse had weakened it, slowed it. Behemoth ducked under a wide, neck level sweep,and weaved, using a short burst of wing power to jet laterally, avoiding an overhead blow that buried a sickle blade over a foot into the floor where he'd been half a second before. Thanks in no small part to combat sharpened reflexes and more then a decade of experience, he dodged and taunted, staying tantalizingly close, but just far enough out that the Guard couldn't land a blow. The distraction was complete.

AJ and Mac hadn't slowed as Behemoth drew the creatures ire. As he drew its attention off to the side, it's focus was so complete that it had inadvertently turned its flank to the charging siblings.

In a move executed so perfectly it very well may have been rehearsed, as they drew closer, AJ fell back, letting Mac take the lead, and with an impressive display of agility hopped up onto the back of her large sibling without either of them breaking stride. As he reached the flank of the massive Guard, he stomped his front hooves down, punching several inches into the resin of the floor. Using his forward momentum, Mac spun one hundred and eighty degrees, his back legs rising out behind him, his entire considerable weight thrown into a single powerful strike.

As thick, as powerful, as seemingly impregnable as the Changeling's armor was, the dully gleaming chitin protecting its middle-right leg was smashed to pieces. The armor, almost six inches thick, shattered, the underlying muscle tissue, thick, fibrous, and glowing green with the beasts blood was suddenly on display. Then AJ's blow struck.

The Apple's attack had been orchestrated perfectly, AJ's blow landing barely half a second after Mac's. His had opened the hole, her's punched into that new wound at the creatures knee, and inverted the joint. A second resounding crack overrode the first, as the knee buckled, forced to bend as it was never meant to.

With a roar of pain and fury, the Guard spun to face the siblings, its blade already describing and arc that would be upon them before they had a chance to retreat. The yards long scythe moaned as it separated the air. Then stopped.

Momentarily stunned by the speed of its response, the siblings gathered their wits and beat a hasty retreat as the Changeling struggled, time and again putting its insane strength into trying to cut them down. A dark blue shimmering danced, engulfing the blade. Across the chamber, Luna stood, legs splayed for balance, head lowered as she restrained the creatures monstrous physical strength with the equally monstrous strength of her mind.

"I can't...can't...hold him...for long..."

The fight raged on about them, but Twilight, Rarity, and a handful of unicorn Guard stepped up, flanking the Princess, adding their own magical strength to aid hers. Their concentration was so all consuming, that they didn't even notice at first as the Hive roof, scores upon scores of feet above, was smashed clean off.

An avalanche of resin rained down, a gleaming black waterfall as the roof was torn away. Painfully bright sunlight streamed down from a wide, gaping hole where one hadn't been just a few short seconds before. Adapted to the darkness inside the Hive, the Lunar Guard winced away from the sudden glare. It was blocked, as, with a familiar challenging, hooting roar, the being that had torn the truncated cap off the Hive bellowed his challenge into the new breach. It was falling, swinging in over the edge and in mid air before Behemoths eye adjusted enough to confirm what the prickle up the back of his neck had already told him.

Reggie was joining the fight.

The massive, ape-beast landed like a meteor. An explosive shock wave of debris was thrown up and out by the force of his impact. The walkway, after all the abuse it had survived thus far, finally started to buckle. Inky black fluid welled up around Reginald's ankles and knuckles as he locked eyes with the Changeling Guard, a burning fury barely restrained behind his shockingly blue eyes.

Luna's magic finally gave out. She and those around her staggered as she released the beast, its blade arm dropping to ready at its side. As they recovered, their magic turned back to the horde of drones. The two titanic creatures would be left to their duel.

The two great beasts stared at each other for long seconds. A dozen-dozen cuts and slashes across Reggie's back and chest and arms mirrored the multitude of wounds displayed by the Guard, leaking glowing green blood. Reginald broke the stand off.

With an earth shaking roar, Reggie reared back on his short, powerful rear legs, his massive arms beating a rapid, challenging bass thunder against his chest. Then he was moving, those massive arms pulling him forward, eating the short distance in long, loping strides. The Changeling Guard raised his gleaming blades to meet this new threat, the obsidian dark biological weapons raised high to cut Reggie down.

As big and powerful as Reginald was, he was just as fast, impressively agile for his size. A massive paw shot out, slapping the Guards raised blades aside, the second followed in its wake, delivering a brutal punch low and to the side, jets of green blood forced out from the existing cracks, new ones formed around the point of impact.

The Guard staggered with the force of the blow, physically pushed back, its four remaining legs dragging furrows through the tumbled and broken debris. Shrugging off the impact, it surged forward, burying its right blade deep into the meat of Reginald's shoulder, the last foot or so of the blade coming clear out through his back with a thick spurt of ruby red blood.

"Reggie!!No!!!"

Fluttershy tried to fly forward, to help her new friend. The others grabbed her, restrained her, knowing that if they let her go, she'd be crushed in the titanic duel. She struggled, tears streaming down her cheeks, but they wouldn't relent, and dragged her back to relative safety and the Lunar Guard/drone battle raged on around them.

Reginald roared. A heads back howl to the heavens that reverberated and echoed back from the now open topped chamber. It was a sound of pain and fury. He reached across the wagon width of his chest, grabbing the arm of the blade buried in him as blood poured from the wound. His grip was as firm, as implacable as an industrial vice, he held the blade still, locked in his chest.

For the second time in this still young morning, the Changeling Guard realized the compromised situation it suddenly found itself in. It jerked back, trying to free its blade, trying to put some distance between itself and the ape-beast. Reggie held tight, and started swinging.

Blow after blow rained into the side of the Changelings head, a steady, furious rhythm, every second Reggie's battering ram of a fist slammed into the side of the creatures head over and over again. It slashed and stabbed, its free limb gouging deep, bloody wounds in Reginald, but he just kept swinging.

After the fifteenth or twentieth blow, the Changeling Guards armored head started to deform, its slashing became haphazard, spastic, the blade twitching, flailing, slicing and stabbing into open air as often as it found flesh. The drones were also effected, they started to lose cohesion, scattering, twisting, surging back towards the Guard, then back into the fight as if they couldn't decide on a choice of action. Their milling indecision gave the Lunar Guard the opening they desperately needed.

The drones had the advantage of numbers, still outnumbering the ponies by a factor of six or seven to one, quantity was a quality all its own.

But it wasn't enough.

As the battle turned, Reginald, who's repeated blows had half crushed the Changeling Guards head, turned his focus to the blade impaled through his chest. Grabbing the Changelings arm above and below the elbow joint, he pulled, grunting with the effort, until the joint gave out, snapping with a sound akin to splintering wood. Reggie staggered back, the blood loss was starting to show, his wounds starting to slow him, but he wasn't finished yet.

After all of this, the Guard was still moving. Battered, broken, skull half crushed, missing two legs and an arm, it still stirred, trying to pull itself back up from where Reggie's repeated blows had smashed it down.

As it struggled to stand, as the Changeling horde was decimated on the ground and in the air, Reginald grabbed the truncated arm buried in his chest, and with a howl of pain, pulled the razor sharp limb free. Blood poured like a crimson waterfall from the wound, and with the last of his strength, Reginald turned the blade and hacked, sawing in slow deliberate strokes, until the deformed head of the ancient Changeling Guard was cut free from its body by its own blade.

Reginald held the decapitated head up high, howling in victory, ignoring the burning sizzle of the creatures acid blood eating at his fingers. Unceremoniously, he tossed the head aside, it plopped into the ink, immediately sinking without so much as a splash, leaving the great heap of its corpse lying there broken.

Reginald took two steps, then with a great tapering sigh, collapsed, the wounds finally proving too much, even for him. He was dead before the first of the Lunar Guard medics could reach him.

With the death of the Changeling Guard, the drone hordes connection to the Hive Mind was severed. The remaining drones went, for lack of a better term, insane. Some tried to flee, others flew full speed into the nearest wall, smashing their skulls against their own Hive. Still others fought among themselves with unbridled fury. Regardless of the method, without any organization or control, the last of the drones were routed, hunted down to the last and exterminated in short order, either by the Lunar Guard, the other drones, or themselves.

Before long, the fight was done, the last of the drones having been dug out of where they had fled and put down. Behemoth stood in the center of the once grand chamber, surrounded by death. The fight was over, but there was still much to do. At the base of the ramp that had allowed Luna and her force to come down, a make shift triage station had been set up. The injures that could be dressed with the supplies were being seen to, those injured more severely were stabilized and, under escort, were moved back to the surface, destined for the hospital in Ponyville. Most would survive the trip. Some would not.

As for the rest of the platoon, those not involved in treating the wounded, they moved through the chamber, finishing off any drones they encountered that were only wounded. There weren't many. Drones tended to fight until death. In the wake of the first group, came the second, led by the platoons master engineer, who had gathered the small amount of explosives carried by the squads, and was doing his best to place them in order to raze the Hive to the ground.

Fluttershy and her friends, Mac and Derpy with them were clustered around the fallen form of Reginald, the Noble beast of the Everfree. There was simply no way his body could be removed, he was just too massive. He'd be left here when...if, the Hive could be brought down.

Behemoth stood in the center of all of this, motionless as the bustle ran all around him. His Guard knew their roles, executing them without need for Behemoths supervision. Now that the fighting was done, his role in this bloody affair was complete. He made his way over to the field hospital, and to the First Sergeant.

"Report."

The Sergeant turned to face him, from the two privates he'd been speaking too. He'd acquired a deep gash under his chin during the fight, sealed now with a series of quick stitches, it was still leaking blood. Armor dented and scored, he had taken charge of the clean up as well as the triage station.

"Six dead. Four more critically wounded, of those four, two probably wont live through the day, and another will likely never walk again. All of the rest are walking wounded, mostly cuts and abrasions, a few sprains and other moderate injures, nothing that will keep them out of the fight. Miraculously, the injuries to the civilians were very slight. Miss Dash and the big one, Macintosh, came out with minor flesh wounds, and Miss Applejack received some minor acid burns to her rear hooves, that's all."

Behemoth nodded as he walked on in silence. The Sergeant spoke again.

"Not too bad, all told, given what we were up against."

"Six, probably eight dead, a full third of the force we came in with..."

"It could've been worse, sir, alot worse. It would've been, if that monster-"

"Reggie."

"...if Reggie, hadn't come swinging in when he did...in all honesty sir, I doubt any of us would've made it out, if he hadn't shown up."

The two of them walked away from the field hospital, to the liquids edge, and looked down into its mirror sheen.

"Any idea what this is?"

"None. We've taken several gallons of it to examine, but we know nothing about it yet."

Behemoth looked around, taking in the size and scope of the chamber. Now that it was filling with daylight, the true size and the details of it were visible.

"This...whatever it is, this pool is the purpose of the Hive here. Center of the structure, lowest level, and it's where they all fell back to, to defend...this room is the key. There's nothing else this far out in the Everfree...no reason to build here. Whatever the reason, this...ink, is it."

As his gaze traveled around the room, it paused for a moment on the pocket of civilians, and Luna, who lingered nearby.

"I agree, sir, but that doesn't bring us any closer to discovering its purpose."

After a moments consideration, Behemoth took a deep breath and nodded.

"Alright, we've done all we can here. Get the injured and civilians out, we'll link up at the tree line. Gather as many Changeling blades as the platoon can carry, and at least two drone corpses, the most intact you can find. As for the big bastard..."

He nodded to the corpse of the Changeling Guard.

"Samples of its blood, muscle tissue, organs, everything. And its blades, be sure we get both blades."

The First Sergeant threw a salute and moved off to see it done. Behemoth stood there alone, looking out across the dark lake. He knew she was there before she spoke. The slight skitter of kicked resin as she walked over, the faint shadow she cast blocking the sensation of the warming sun on his back. The scent of her. She stood next to him, not looking at him, her own silence joining his, before, finally, she broke it.

"Is it always like this?"

With a sigh, he nodded, turning to face his baby sister, meeting her two lop sided golden eyes with his one.

"Yes."

"We won...but it doesn't feel like we won anything."

"No...it never does."

- - -

The cleanup and withdrawal took the better part of an hour. All had left the Hive-tomb, and now hunkered at the tree line where this day had started just a few short hours ago. They had recovered their dead, and now the husk of the Hive was filled with the dead of its own creators, and the Great Everfree Beast that brought its lord down.

"Fire."

The charges laid in its lowest level detonated with a distant thump, a minor vibration ran through the earth and a faint mist of smoke puffed up through the smashed open roof of the resin cone.

It started slowly, a faint, almost imperceptible tremor, too minor to feel, just enough to cause ripples through the many stagnant pools of swamp water. It built steadily as the chain reaction progressed. The highest part of the vaguely cone shaped Hive, its natural keystone, was the first part to succumb. With a sound like a million shattering panes of glass, the Hive collapsed into itself. A ripple of spiderweb cracks exploded out along the dome, each chunk and piece separating, the Hive disintegrated and fell, even from several hundred yards away, a splashing roar could be heard as it collapsed into the inky black lake.

Displaced, no longer contained, the fluid was pushed up, higher and higher, until it crested over the lip of the cascading resin, and swept down onto the assembled ponies as an inky black wave. It splashed over all of those present, sloshing past them in a wave knee deep, the foul smelling liquid clinging like crude oil to their coats.

Rarities cries of dismay were predictably the loudest and most high pitched, but she was not alone in vocalizing her displeasure. The oil like substance, however, dissipated almost instantly, vaporizing into the air as a foul, harshly chemical stinking, black fog. After only a few seconds, the knee deep lake, as well as all that had coated them, had vanished just as suddenly as it had appeared.

As they started the trek back to town, the unknown inks true purpose, and with it the purpose of the Hive, became increasingly evident. With every step they took, every second that passed, Behemoth found it harder and harder to resist. Looking around at the group, he could tell that every single one of them was experiencing it just as strongly as he was.

Luna fell in step beside him. It took all of his restraint not to mount her then and there.

"It's effecting you too, isn't it...the...drive, the heat..."

"It's effecting all of us..."

All around them, stoic and professional Guards were acting like horny teenagers, rubbing up against each other, making furtive, groping attempts to fondle each other with idiotic grins plastered across their faces. The civilians, lacking the Guards ingrained professionalism, were having even more trouble. Fluttershy and Mac, as reserved and private a couple as they were, would be rutting out here in the middle of the forest in the next twenty seconds if something wasn't done. Finally, reason burned through the sex crazed fugue that was clouding his mind.

"Ohh, fuck, it all makes sense now..."

Luna looked to him, her cheeks flushed, breath rapid, he could sense her passion radiating off of her, feel it running through his mind like a fever heat. They both fought through it.

"The ink, the...fluid. Its an aphrodisiac. That's why they built the Hive there, it's the headwaters of the water supply for the entire town...they've been pumping it into our water...harvesting the love...fuck...for months..."

- - -

It was no noise or presence that awoke her, but an absence of both. The warmth of his body against hers, and the steady rhythmic rush of Behemoth's breath, the sedated and soothing thud of his heart were gone. She sat up slowly, blinking rapidly to clear the deep sleep from her eyes as she scanned the room.

In a pile where they had fallen, Rarity, Pinkie and Spike lay near the door to the kitchen. During the intervening hours, the magic that had aged him, grown him to a more...suitable size had died away, and Spike had returned to his normal stature, barely visible now, he was little more then a green scaly leg jutting up between Laughter and Generosity.

She couldn't help but smile at the sight of the little dragon. Last night had been a night of firsts for the loyal fellow, a night he would surely never forget.

As her gaze moved on, the heaving bulk of Big Macintosh, his massive barrel of a chest rising and falling as he slept, the significantly smaller forms of Fluttershy and Rainbow Dash were still entwined with each other and tucked in tight to his stomach. Rainbow was snoring loudly, a sound reminiscent of some sort of power tool, while Fluttershy made hardly a sound. Both rested their heads against Mac's broad chest, a single massive crimson fore leg wrapped gently around both.

Closer at hoof, separated from herself by only the gulf that had once contained Behemoth, were Apple Jack and Twilight, comfortably warm snuggled in with each other, the hard working farm gal and the brilliant librarian currently wearing the former's Stetson. Luna smiled at their dichotomy, how opposite these two were, and yet just how perfectly they melded together. Here now, as well as last night. Her gaze moved on.

Faintly, through the closed door into the kitchen she could hear quiet, muffled voices in conversation. Derpy and Shade, who had apparently beat the rest of the assembled mass to consciousness. The coffee they had brewed was a whisper of an enticing aroma. She made a mental note to visit and get a cup for herself when she was done here. Her gaze traveled on.

Finally, there he was. Seated at the east facing window at the back of Twilight's little second story apartment, a dark shape cloaked in the shadows. He would be all but invisible, if it weren't for the slowly brightening blue sky that silhouetted him as he watched the coming dawn. She glided up the stairs to him soundlessly, speaking only when close enough to feel him again. Languorously, she wrapped around him from behind, legs and wings encircling him in a warm, silent embrace, her head laying on his shoulder.

"The day is coming, dear heart, should we wake the others?"

Behemoth didn't speak at first, didn't so much as twitch under her touch. He sat stock still, watching the brightening horizon as if in a trance. When he finally spoke without turning, his eyes still fixed on the glowing orange horizon, his voice was barely a whisper.

"No. Let them enjoy this peace, this tranquil time together in warm afterglow. I suspect it will be the last good nights sleep any of them will have for quite a while."

"You are still concerned then? The cult is broken, the Changeling plot was foiled and their Hive razed to the ground. We've won."

"The battle maybe...this one battle, maybe, but...don't you smell it?"

She frowned slightly, she'd seen him this calm before, this...nearly catatonic. It never bode well. Obligingly, she took a sniff. The healthy, living wood that surrounded them, the dry, musty aroma of old paper and parchment, ink and wax. The faint, mingled scent of last nights...enthusiasm. None of that, she knew, was what he meant.

"No. I'm afraid I don't."

"Change is on the wind. Change, and death. The end of an era, of everything they've ever known."

Finally he turned and faced her, an indecipherable look etched in his granite facade. A look made of a myriad of emotions, perhaps...even some anticipation.

"The end of the fantasy they've been living in is swiftly approaching. The time when the carefully constructed illusion finally falls away and they come face to face with the real world in all its majestic, terrible glory. The era of Celestia's dream world is coming swiftly to a close, and what we'll be left with..."

His voice trailed off, the faintest hint of a smile creasing his lips.

"Let them sleep, for every final second that they can. They won't have a chance to rest like this for a long time..."

He turned back, his single golden eye catching the first blindingly brilliant rays of a new dawn.

"For some of them, they won't live to have a chance like this again..."