They had arrived. A fairly large, secluded cottage just a few hundred feet short of the darkened boundary that marked the edge of the Everfree forest. Behemoth stopped for a moment on the small bridge a few yards down from the front door, and surveyed the home and its surroundings.

~So peaceful here...serene. Out of town, away from the bustle and noise...I could like it out here.~

He resumed, moving a little quicker to catch up with his vivacious little guide as she had already reached the door.

"This is the place, your sure?"

"Yup! If Dashie took her anywhere, she took your sis here. Fluttershy is great, probably got Derpy all fixed up by now."

He nodded as she knocked, putting on his best 'I'm friendly and NOT here to rape and pillage' smile.

"But remember, she's kinda easily startled so don't do anything scary...or make any sudden movements...or speak loudly, or..."

The door opened, and standing there, her green eyed gaze slowly trailing up the blue, winged mountain in front of her, luxuriously long pink hair bouncing slightly from the faint breeze, stood, in Behemoths opinion, the single most gorgeous female he'd ever laid eyes on. Well, the most gorgeous non Lunar Demi God Princess at any rate.

"Oh...my..."

Her voice was soft, breathy, a pleasure to hear. It took him a few seconds to get past her beauty and find his voice.

"Hi, I'm..."

A solidly constructed wooden door slammed shut in his face. He sighed heavily and continued.

"...getting really tired of that..."

Muted sounds of scuffling and two distinct voices could be heard through the thick door, too muffled to be clearly heard. The smile faded off his face as he looked down to the ever joyful Pinkie.

"Soooo...we wait, or...?"

He was cut off, once again, by the sound of multiple latches, bolts and chains being undone on the other side of the door. He turned back to face it as it slowly creaked open, an unfamiliar voice heard in mid sentence as it swung open.

"...honestly Fluttershy, whoever it was couldn't be that bad," she turned to face him, still talking over her shoulder. "I'm sure he's not...that...whoa..."

A purple mare, mane a darker hue with a stripe of pink and another of a darker purple stood staring up at him. Eyes just a little darker then her coat and as wide open as her mouth. The silence drug on for a few seconds before he spoke to the newcomer.

"Hi."

Pinkie bounced forward into the silence, slipping past her befuddled friend and into the cottage.

"Oh hiya Twi!! Didn't think you'd be out here, you're usually busy with magic-y, library-y stuff this time of the morning."

Twilights mouth worked soundlessly for a few seconds, obviously searching for a comment suitable to this unexpected monstrosity on Fluttershy's doorstep.

"Ummm...hello, is there something...?"

He noted her difficulty with a bit of amusement, but decided not to call attention to it.

"Yes, Pinkie here," he motioned past her to the bouncy pink figure that was now busily assaulting Fluttershy with a verbal deluge of greeting, "Seemed convinced that my little sister would've been brought here after she was attacked in town last night."

"Attacked?"

"Yes."

"Oh. Uh...wait, you mean Derpy?"

"Yes."

"She has a brother?"

"Indeed."

"And that's you?"

"Yup."

"And you're here to see her?"

"Mmmhmmm."

"Oh...ok. I suppose that makes more sense then what Fluttershy thought."

"Oh?"

"She, uh...thought that you were a soul eating demon of the Everfree come to destroy the town and eat all the children and small fluffy animals and carry her off into the darkness to do horrible and unspeakable things to her in your deep, dark, sinister lair far in the darkest depths of the forest."

He stared at her silently, his only motion the occasional blink. Smiling sheepishly, she scratched the back of her head and looked down.

"Yeah, I guess it kinda sounds a little silly when I actually say it like that..."

A thick eyebrow arched over a golden eye.

"Okay okay, a lot silly...if Pinkie brought you here, the probability of you being a demon isn't very high...right?"

"The idea does tend to strain credulity a wee bit."

"It certainly does...okay then, guess I should probably let you come in, huh?"

She turned back, heading inside. After a moment, he followed, ducking slightly to avoid smacking his head into the door frame.

"Thank you, ma'am."

He scanned the room quickly, looking for any sign of Derpy. He stopped when he came to the pale yellow form that was currently doing her best to cower behind Pinkie, refusing to look at her new guest save a furtive glance or two.

"I apologize if my...appearance, startled you miss, I have that effect from time to time."

After visibly psyching herself up, Fluttershy was finally able to gather herself and get a good look at her visitor.

"Oh...oh dear...w-what happened?"

The concern obvious in her voice, she came out from behind Pinkie and trotted right up to him, any sign of fear evidently forgotten. Those brilliant green eyes running over his battered frame, stopping each time they encountered one of the plethora of scars marring his body. They stopped often. She seemed particularly concerned with the stained and frayed bandages wrapping his chest and fore leg.

"There was some bludgeoning, a mob was involved, but I'm just fi-"

He stopped talking as she grabbed him and started dragging him towards a long couch. Her touch was gentle, but surprisingly strong, maneuvering his much larger frame without obvious effort.

"Oh you poor poor fellow, lay here, I'll be right back."

She forced him down, shooing a sleepy eyed white rabbit out of the way at the last minute from where he had been dozing happily. The tiny creature glared at the cobalt pegasus as he usurped his favorite napping spot, Behemoth looked back as Fluttershy left the room in a hurry.

~Black eyes...like a dolls eyes...creepy little bastard...~

The tiny creature made a gesture that, if it weren't a rabbit, could be construed as less then polite, then bounded off with one final glare at the stallion a good forty times his size.

~He's a ballsy little shit, I'll give him that.~

"Well big guy,"

Behemoth looked up as Pinkie started talking.

"Seems you're in good hooves here, so I gotta head back to work. Thanks for the fun last night...oh, an this morning too."

As Fluttershy came back in one door carrying a bag bulging with assorted medical supplies, Pinkie was bouncing out the other.

"Bye Twi, bye 'Shy, if you two get bored, try out Behemoth, hes oodles of fun!!"

The door closed, and with that, she was gone. Fluttershy was apparently too focused to notice Pinkies odd farewell, but a glance at Twilight told Behemoth she was just plain confused, a frown etched across her face.

"Hmmm, wonder what she could've meant by that..."

Behemoth watched Twilight as she spoke, a little surprised that she didn't pick up on Pinkies blatant innuendo.

~Hmm... she kinda cute. In a naive, booky kinda way...~

He looked back to the approaching pegasus, watching as she stopped in front of him, a look of fierce determination glowing in those green eyes.

~Her though...she's just so...lovely, so...feminine. Luna's amazing, a perfect ten, everything I could want, but this one...hmm...~

Without any word she set to work on him. With precise, skillful movements she cut the old bandages off him, her frown of concentration not wavering for a second as she caught sight of the mass of scar tissue covering the right side of his chest. He heard a gasp to his left and looked over at the purple unicorn, whose jaw was hanging open at the newly exposed physical devastation. She came over to get a better look as Fluttershy worked.

"Holy Celestia, what the heck happened to you?!"

"I've led an...interesting life, but that dosen't really matter, I just want to know about Derpy. Was she brought here, is she alri-"

Fluttershy cut him off mid sentence, her soft voice interjecting quietly, but offering no room for objection.

"Shes sleeping in the other room. She lost a lot of blood, but should be ok in a few days. Don't even think about going in there, though, she needs her rest."

She looked up and he saw a reservoir of quiet strength deep in those beautiful green eyes.

"Besides, you're hurt too, and no matter how tough you try to be, you need medical attention..."

She looked back down to the work she was doing, a bit of color filling her cheeks.

"I mean, umm, if you don't mind..."

~So timid, so...well...shy. But there's no mistaking that steel shes got in her. That strength she goes to such lengths to hide...what an interesting dichotomy.~

He nodded in response, lifting his neck to give her more room to work on him. The smell of fresh bandages and strong antiseptic filled his nostrils, as familiar as the pull of rent flesh being brought back together. The bite of a practiced needle closing fresh wounds into the tapestry of the old.

Unbidden, his mind wandered back down the road it had traveled earlier this morning. He vaguely heard the murmur of words he wasn't listening too, and noted the closer approach of Twilight and the smell of ozone that denoted magic being used. All this was ignored instinctually, his memories had taken hold...

- - -

He was back, kneeling on the cobbles of Canterlot. The blade and the monstrous strength behind it had gone clean through his ceremonial breast plate, annihilating half of the crescent moon emblazoned across it. Out of the corner of his remaining eye he could see the last survivor of his command, Sergeant Dusk Shield. He was backed against the outer wall of the Lunar Citadel, facing down a half dozen of the creatures, all that remained of the force of several hundred that had attacked. The plaza in front of the Lunar Citadel was littered with bodies. Several dozen in guard armor. Piled around them, chest high in places were several hundred of their attackers. Dusk was holding his ground, but that couldn't last forever.

The stink. The acrid, chemical stink of the creature standing over him filled the air. It burned his nose, clung to the back of his throat like an oil slick. Their whole abominable species stank, but the massive...thing, towering over Behemoth's broken form absolutely reeked.

Slowly, haltingly, his head rose to look at it. As large as Behemoth was, the creature was twice his height, easily four times his mass. It's body covered in thick plates of segmented, chitinous armor. Jet black, gleaming in the fire light as if wet. Multifaceted glowing green eyes looked back at him from where they were buried between plates of natural armor. It made a strange, buzzing, clicking sound, its multi part, insectile mouth clacking as it towered over him. It was laughing.

"You have fought well, Captain. Many of our brood have fallen to the blades of you and yours this day."

Its voice changed with every word, rising and falling in pitch and tempo. A freakish, unnatural amalgamation, not settling on one sound. Ages, genders, inflections and accents bleeding into each other, changing with every syllable.

"We will honor your ability and courage with a swift death."

Behemoth glared at the King, the bloody ruin where his right eye used to be doing nothing to diminish the fire of defiance in its golden counterpart, even as the light slowly faded from it.

The black beast raised the twin of the sword already buried in Behemoths chest high over head. It paused as the ornate oaken door behind Behemoth slammed open, brilliant blueish white light poured out, sweeping aside the ruddy orange of fire and smoke. As the huge blade began its downward arc, the chemical stink of the Changeling King was overridden by the unmistakable scent of...

- - -

Ozone. Much clearer and cleaner now. He inhaled deeply, the scents of animal feed, good earth and just the faintest touch of perfume mixing with the prevailing odor of recently discharged magic. His eye snapped open, the first thing he saw was the concerned face of Fluttershy hovering over his, a long lock of hair falling unnoticed, half obscuring her loveliness.

"A-are you ok, mister Behemoth sir? You...umm..."

He laid still for a moment, taking stock. He felt...good. He hadn't realized how bad the pain was until it was gone. Slowly he sat up, his vision swimming a little as he got vertical.

"Ummm, th-three of your ribs were broken, and one had...uh...injured a lung. Twilight helped me fix it though..."

He sat for a moment, a cobalt boulder immovable on Fluttershy's furniture. For a stretch of seconds, he stared into space, his exterior showing none of the effort he was internally putting into forcing those memories back. The memories of how he had failed. How he had died.

"I feel...much better. You're very good at what you do. Thank you, both of you."

He leaned forward, with one fore leg bandaged tightly, he improvised, flaring his wings out and forward. Sweeping them around both Fluttershy and Twilight, he pulled them in tightly, his neck between theirs, black primaries tickling along their flanks.

"I don't have words to thank you two for all you've done. Not just for myself, but for what you've done to help my sister."

After a moment he leaned back, leaving the two friends standing awkwardly in front of the couch. Twilight was nervously shifting from hoof to hoof, grinning in an endearingly silly fashion, while Fluttershy stood still as a statue, her wings standing straight up, tips almost brushing against the ceiling. Her entire body blushing so profusely that Behemoth worried for a moment she might pass out from blood loss.

~Heh, apparently they weren't expecting wing hugs from an injured monster...~

Partly to hide his amusement, he reached over into his bags that had been left next to the couch, presumably removed from him when his...episode, took place.

"Its not much, but..."

He emerged after a moment, placing two distended, plain cloth bags on the table. As they set down, the unmistakable jangle of coins could be heard.

"Umm...th-that's not..."

"Oh, we cant accept..."

The two mares verbally tripped over each other, both trying to politely decline, but Behemoth was having none of it.

"I know payment isn't the reason you helped her...helped us, but none the less, I insist."

He stood, stretching, head down and forward, wings up, legs splayed for balance. A series of cracks and pops issued from his until recently battered frame. He relished the sensation of magically knitted flesh straining and flexing, groaning in satisfaction as sensations that weren't dulled with pain swept through him.

~Damn, Twilight knows her stuff, haven't felt this...alive in quite a while...~

He looked down to Fluttershy, who was just now returning to her normal color.

"If its not any trouble, I would like to stop by once or twice a day to check in on Derpy..."

She blinked a few times, a confused look on her face for several seconds, almost as if he were speaking a foreign language.

"Oh, no no no no no, that wont work at all!!" She exclaimed.

~Huh, that was unexpected...she went from zero to assertive in pretty damn quick...~

"...Okay, may I ask why not?"

"Well, you cant come visit her twice a day, because you'll be staying here until I say you're fit to leave."

Twilight looked sharply at her friend, completely aghast at how un-Fluttershy-ly she had dropped that particular declaration. Behemoth, in true Behemoth fashion, stared blankly at the pegasus just over half his size.

"...With all due respect, ma'am, I'm retired, I don't take orders anymore. Besides..." He looked down at his freshly bandaged frame.

"It seems between you and miss Twilight, I'm already all fixed up."

Without a word, Fluttershy reached out, and ever so gently jabbed him in the ribs. A sharp bolt of pain shot through him, sudden and unexpected enough to drive a gasp out of him and force his whole body to cringe involuntarily.

"Yeah, about that..." Twilight chimed in with a grimace.

"I never really studied much healing magic, I fixed up the skin and muscles, tendons and ligaments pretty good, but bones...well...bones are kinda tricky...those will have to knit the old fashioned way."

After a few gasping breaths, he managed to recover enough to speak.

"Yeah, I see your point...alright, if you're adamant about me staying..."

"I am."

"Then I'm not really in any condition to argue."

~Hell, not like I had somewhere else to stay anyways...~

"I would like to head out, spend some time getting to know the town again, check in on old friends...if the doctor would allow."

He almost grinned at his own words, but the look on Fluttershy's face told him it might not go over too well.

"Well...I suppose that would be ok...but be sure to take it easy, and I expect you back before dark, mister Behemoth...ummm...sir."

At this point, Twilight had apparently heard enough, she hurried forward, half guiding, half dragging her soft spoken friend off to a private corner of the room.

"Excuse us for just a minute please, there's something we need to discuss."

The stressed, fake toothy grin plastered on her face was as obvious as her concern about Fluttershy's mental state. Behemoth shrugged and headed outside, ignoring the fervent whispering taking place. He shut the door behind him, cutting it off.

~Just when I thought things couldn't get any damn stranger...~