Max twitched and gurgled.
Changing forms was generally a quick and painless process, only hurting if the changeling had extensive injuries like fractured bones and deep cuts. If Max had to describe it to a pony, it was like getting a pee-shiver whilst stretching, only with a little strain on the horn from expending magic, depending on the complexity of the assumed form.
Also, it rarely lasted longer than a couple of seconds.
This time, Max felt trapped in between forms, unable to complete or abort her transformation. Stuck in a permanent state of flux, wanting to scream but having no breath and maybe not even a mouth to do it.
Somepony—anyone! Help me…
Green fire and black sludge had filled her vision before her eyes gave out, plunging her into a viscous, dark world that throbbed to the rhythm of her heart. It swelled and contracted in sudden, fretful bursts, as if on the verge of giving out after she had been galloping for hours on end.
“Maxilla.”
Amidst the turmoil, Max heard his voice, rippling with power and authority.
You… You did this!
“Yes.”
She tried to bare her teeth and snarl, but only produced a gurgle in her throat.
You backstabbing piece of—
“Your physiology is riddled with inefficiencies and suboptimal traits, the product of a genome heavily modified with haste under non-ideal circumstances. I intend to rectify this.”
Max’s brain short-circuited for a moment, and she nearly got swept away in her personal sea of throbbing discomfort. Then, on her next heart palpitation, she wrenched her mental focus away from her pulsating chitin and latched onto his mind once more. Even though he was responsible for her current state, his mind was like a sturdy rock in a maelstrom and vastly preferable to thinking about what was happening to her insides.
Why?
“We will likely face considerable threats to our survival once this facility’s power cells are depleted. Having you in peak condition will improve our chance of reaching the surface without casualties.”
Wait… are you trying to upgrade me?
“A simplistic term for the process, but it fits well enough.”
What’s the catch?
“Nothing beyond the immediate necessity of fighting for our survival. Though, if you feel the need to attach an ulterior motive to my actions, you may choose to believe that I find your flawed genome an intellectually stimulating problem to solve. One of my peers dabbled in anathema with commendable success, and I intend to improve upon it. You are our legacy, and this knowledge must be preserved.”
Max heard the deep hum of machinery pierce through the throbbing in her ears, rising in pitch and volume until her bones vibrated with it.
“But first, you must endure.”
Wha—
She didn’t get to finish that thought.
Everything leading up to that moment felt like a soothing massage in comparison to what followed.
Ydrax’il broke her.
He toyed with her bodily functions, tweaking her heart rate up and down anywhere from a sluggish thump to a rapid drumming. Her blood boiled and surged, straining against the walls of her heart and arteries, stretching them to their limits. He forced her to inhale until her lungs had swollen way beyond the natural dimensions of her ribcage, then exhale until she felt thin as a reed.
Her limbs stretched, bent and folded into unnatural shapes and angles. She felt like a balloon animal being twisted, squeezed and contorted relentlessly, with no regard for the growing pressure inside and the unbearable tension outside, ready to pop or split at any second. Everything itched and smarted like the worst carpet burn ever, both inside and outside.
Max couldn’t feel her teeth or tongue. Her stomach felt adjacent to her hooves. Her horn felt way farther up on her skull than it should. She didn’t feel like she had any chitin left protecting her soft insides. Heck, for all she knew, she didn’t even resemble a changeling anymore and had turned into an amorphous blob of bubbling goo.
Stop! Make it stop! I’ll do anything, I—
“Endure.”
Max felt a sudden chill when gaping holes opened up in the vicinity of her ribs and belly. Unlike the pores on her legs, these led directly to all the important stuff. Fluid rushed into her through these newly-acquired spiracles, and she felt an itchy sort of warmth spreading into her extremities that soon turned into a relentless swarm of stinging bites all over her body. Hard lumps formed under her skin, and she would’ve screamed if she could as they agonisingly worked their way to the surface like roots bursting from the ground.
Please, just stop…
He didn’t answer her. She only heard the roar of the biotic engine.
All the while she felt more fluid being pumped into her body, stiffening and tightening her exterior until she must’ve swollen up like a grotesque balloon.
Time dragged on and lost meaning.
Help me, please…
Then, Max wanted to moan with relief when she felt the hard lumps excising themselves from her skin. The burning and itching gave way to a general tingling sensation, and the pressure bled off as warm excess fluid gushed out from her spiracles, leaving her a deflated, blissful heap floating in the cold darkness.
Meanwhile, she felt Ydrax’il shifting around in the pool with her.
His mind had gone silent.
Too bad, don’t care.
She just wanted to enjoy doing absolutely nothing whilst waves in the pool lapped against her intermittently – a warm, soothing caress that dredged up long-forgotten memories of being safely curled up inside her egg. But after a while, she felt restlessness stirring within. Hunger gnawed at her belly and that void near her heart, both for food and love. A shiver ran down her spine, down to her hooves, and she tasted copper when she yawned and sucked in a cold, heavy breath.
Oh hey, I’m changeling-shaped again!
At least, it felt that way. The world remained dark even when she opened her eyes.
[Patience. You are almost ready.]
Max blinked.
Something about touching Ydrax’il’s mind felt… different. She no longer had that sensation of a cold worm squirming around inside her brain. Her mind had expanded sufficiently to accommodate a visiting consciousness, which made him feel more like a guest than a monstrous invader crowding her out of her own house.
Heck, even thinking at him felt different, like her brain had discovered a new muscle. She could even triangulate his location from mental touch alone; he was curled up in front of her, barely a tail-length away and separated only by some flexible but impermeable barrier.
[I feel different,] she thought.
[You are different.]
Ydrax’il’s voice had changed, too.
Or maybe just her perception of it. He no longer sounded like he was thundering at her through a loudspeaker in a cave, and his presence no longer bore down on her mind like an immense weight. His voice still rippled with power and authority, but as a fellow mortal rather than some unfathomable eldritch abomination that wanted to devour her soul.
[What did you do to me?]
[I have managed to partially restore your psionic potential. You will experience greater clarity, and with practice, exert more control over your telepathy.]
[So… I’m psychic now? Just like you?]
[As a candle is to a furnace.]
Max resisted the urge to roll her eyes.
[Unsurprising, if Arthraki is your frame of reference,] he continued. [There are irreconcilable differences in thaumic and psionic physiology. Without regular corrective treatment, a species that possesses both in any appreciable measure is inherently unstable and inefficient, and one of the two will eventually deteriorate until equilibrium is achieved. Your ancestors had a bias towards thaum, and it is reflected in your current generation.]
[So I just get to talk with my mind? No mind-control or real telekinesis? That sucks.]
[A premature conclusion. You now possess the full range of Arthraki psionics to a lesser degree, but your ability to use them is crippled by the malnourished state of your brain. Enriched grey matter is necessary for techniques beyond basic telepathy.]
Max felt an eye twitch. [Are you saying that I went through all that for nothing? What do you expect me to do if we get into a fight, use harsh language?]
[Unnecessary. This biotic engine still has a small reserve of enriched grey matter for surgical infusion.]
[Uh…] Max instinctively curled up to cover her vulnerable places. [I’m not going to like this, am I?]
She got a mechanical whirring in response, followed by a splash. Something small and snakelike disturbed the fluid in front of her muzzle, and then she felt a stiff object ram its way up her nostril, far enough that it surely must’ve gone past her eyes. She thrashed in the confines of her mushy space, unable to scream with all the fluid in her lungs.
Intense cold and pressure stung the inside of her nasal passage, bringing tears to her eyes as it pushed farther and higher, until it throbbed inside the middle of her skull. She heard a cacophony of colours. Tasted splashes of brilliant noise. Tremors wracked her entire body as steely agony threaded its way down her spine, culminating in a deafening flash of light as the hard tube popped out of her nostril.
Max lurched forward and pressed against the fleshy wall of her prison.
Let-me-out-let-me-out!
She braced her hind hooves against the bottom, dug her horn into the barrier and then thrust herself forward with all her strength. The barrier resisted at first, but slowly deformed around her horn until it burst with a bubbling gush of air.
Max floundered for a couple of seconds before her hooves found the sturdy edge of the pool, and she hauled herself out with a gurgle as she coughed up fluid from her lungs. Her belly muscles clenched, and the chunky, sour contents of her stomach rushed up to join the black splatter running down the stone steps.
A ragged gasp. Crisp air rushed into her lungs, bringing strength back into her limbs. Warm slime dripped from her carapace.
Hushed whispers and muttering reached her ears as she staggered back onto all fours.
Turning, she saw the ruptured remains of a pair of dull-green cocoons in the pool. A dark figure hunched at the opposite edge with its back to her, coughing and sputtering.
Max stalked around the rim of the pool without taking her eyes off it.
It had black chitin like a changeling, but its proportions looked a little odd. The holey legs were too lanky for a drone, but a little too stout for a queen. Blade-like, glistening wings hung limply on its back, broader and longer than anyone’s aside from Chrysalis’, and the segmented plating on its belly had a teal hue with an iridescent sheen. So did the spinal crest that ran from the top of its head to midway down its neck, and the long, fin-like tail. It had a notched, recurved horn, too.
It turned its head to face her, and Max saw that it had pupils just like Chrysalis’, but golden instead of teal.
You!
All at once, every second of agony Max had spent stuck inside that pool came rushing back, flooding her mind with one violation after another until a frenzied screech escaped her throat. She leapt and slammed into him, and the world spun as they tumbled down the steps. For good measure, she made sure to land on him with all her weight when they reached the bottom.
Once the spinning stopped, she straddled his belly and began pummelling him.
“That – hurt – like – Tartarus – you – moron!” she snarled, punctuating each word with a blow of her hoof to his muzzle, cheek, neck, forehead and just about any part she could reach.
Ydrax’il didn’t fight back. In fact, though he did flinch a couple of times, his gaze remained steady and focused on her, as if he was counting off the number of blows he allowed her to land – the same way a parent might silently watch their foal grabbing free candy, just waiting to step in and say when enough is enough.
Think you’re so tough, eh? I’ll show you tough!
Max pulled foreleg back for a really mean right hook. Green light flashed at the edge of her vision, and her hoof felt a little shivery and tingly for a split second before Ydrax’il’s eyes widened.
She let fly, but he shifted his head aside just in time.
Her hoof smashed into the floor, and the stone cracked.
Max blinked, then slowly shifted her gaze to her hoof, wincing in anticipation of seeing shattered chitin and bone.
There was no hoof.
Instead, she found a closed fist at the end of her foreleg. A huge one with three blocky fingers similar in proportion to the golems’ they had encountered earlier, except fully covered in extra-thick, spiny carapace instead of stone.
It took her a moment to figure out which muscles to relax, and when she did, the fingers uncurled to reveal a palm covered in thick hide. She tried to wiggle her fingers, and they obeyed. Definitely hers. More sensitive than the underside of a hoof, too.
“Though regrettable, your discomfort was an unavoidable side effect of the extensive adjustments needed to optimise your natural abilities,” a male voice said.
Max glanced downward, eyes wide.
“Yes, this form is capable of speaking fluent Equestrian,” Ydrax’il said.
His voice was a little deeper than average for a changeling, and it had a slight rippling quality to it just like the queen’s. The voice of a king, or at least someone you generally wouldn’t want to mess with, like a warlock or necromancer. The only flaw she could discern was that his face remained devoid of emotion when he spoke, with absolutely no trace of an accent in his monotonous delivery. Had they not been face to face, she probably would’ve assumed his voice belonged to a golem, albeit one with a less gravelly voice.
“Uh, right…” Max frowned at her fist and shivered when it reverted to a hoof in a flash of green flame. “Any other surprises I should be aware of?”
“None that would take precedence over escaping this facility. Let me up.”
She frowned at him for a couple of seconds before gingerly getting off his belly and retreated a couple of steps whilst he righted himself. Clumsily. He tried to start by sitting up the same way a diamond dog would, which didn’t work out so well when he failed to complete the motion and flopped onto his back again. He rolled onto his side, then his belly to get his hooves on the floor, and then raised himself slowly like a platform with his legs spread way wider than necessary, trembling all the while.
He looked like he’d had too much hard cider.
Makes sense; he’s never had that body before.
“Max, is that you?”
She turned and saw Daring Do watching her from behind a control panel, still garbed in armour and with spear in hoof. Speckle had taken cover behind a large vat a little farther behind.
“Yeah, it’s me,” Max replied with a frown. “Something the matter?”
“You…” Daring twirled her hoof in the air vaguely. “You look a little… different.”
“Eh?” She glanced down and explored her chest and belly with a hoof, remembering the gross sensation of having spiracles that led to her innards simply opening up all over her body whilst submerged in the pool. A small sigh escaped her when she found no extra orifices.
However, she did find that the plating on her midriff had developed bands of colour. Iridescent teal, leaning towards darker blue. Craning her neck around, she saw that her wings had gotten longer and a little broader, too. And when she turned back to face Daring, she realised that even though they stood on even flooring, their eyes weren’t exactly level anymore. A few inches off, at least.
Wait, am I—oh hayseed, I’m actually taller than her.
Reaching up, she frowned when she felt her horn. It had a recurved notch at the base, just like Ydrax’il’s.
“Max. You there?”
She glanced at Daring and nodded weakly. “Yeah… I think so.”
Speckle whispered to Daring, but Max didn’t need to read his lips. His ears had flattened, and his eyes never left her. Max thought she could almost hear his pounding heart.
“Can it!” Daring said with a flick of her tail in his direction. Then, she focused back on Max and continued, “You’re still with us, right?”
“As if she’s going to say otherwise,” Speckle murmured.
Max shot him a frown and opened her mouth, but before she could retort, a series of clangs and dull booms reverberated in the chamber. The hum of machinery gradually dipped in pitch, until it filled the chamber with a low moan, and then died off with a chorus of hisses. Shadows wavered in the chamber as the crystals in the ceiling flickered, and then winked out in rapid succession, plunging them into total darkness.
Teal light blossomed in the chamber from Speckle’s horn, and Max added to the illumination with her own.
A deep, grinding rumble followed, and Max turned to see the heavy door rising.
“Well, guess he wasn’t lying about the power running out.” Daring trotted over to Speckle’s hiding spot and nudged him out of cover. “Let’s get moving!”
Max darted forward and raised a hoof to bar their way. “Wait!”
Ydrax’il had tottered back up the steps to the edge of the pool where he’d left the rune stone, and she watched as his horn sparked and fizzed at first, but he eventually managed to bring a relatively dim, yellow-green corona to life. He then transformed his right foreleg into a hand. It started off slowly, like tiny flames dancing on a lump of melting butter, accelerating with each second until five bony digits flashed into existence. He then picked up the rune stone and began tapping away on its surface.
“If you’ve just started messing around with that…” Max glanced at the opened door and turned back to him with a glare. “It means—”
“The door opened by itself!” Daring finished for her. She glared at him and brandished her spear. “You lied about us being trapped once the power runs out.”
Ydrax’il took his eyes off the stone for just a moment, only long enough to give them an almost condescending glance before he went back to his task at hoof. “Yes. This area’s security system is heavily compromised; the doors were set to unlock and open in the event of power loss.”
She frowned. “Why would—”
“The details are of little consequence at this point,” he interjected. “Suffice to say that the deception was necessary.”
“Like hay it was!” Max growled.
“You would not have agreed to my terms otherwise.” His golden eyes bored into hers. “However, the result is still to your advantage. You are faster, stronger, and have acquired access to a repertoire of abilities that your ancestors lost generations ago.”
Max stomped over to him, a shiver running up and down her spine as she felt an echo of her ordeal in the pool, of fire and lightning searing her nerves whilst pressurised fluid strained her insides to the breaking point, of him twisting and mashing her like a lump of clay. She stopped an inch from bumping her muzzle into his and poked him in the chest. Hard.
“No more tricks. No more surprises,” she said through gritted teeth, feeling a throbbing ache form in her head, somewhere beneath the base of her horn. “You try anything funny with us again, and I’ll stomp your face in until it comes out the other end. Got it?”
He stared for a couple of seconds, then flicked his eyes to the side. Max noticed movement at the corners of her vision, and when she followed his gaze, she saw motes of dust, stone chips and droplets of liquid floating in the air around her.
What the—
The moment she stopped thinking about Ydrax’il, her headache subsided and the field of particles and tiny debris around her collapsed. A ghost of a smile twitched the corners of his mouth as the soft rustling of sand and water hitting stone filled the silence between them.
“Indubitably,” he said, and whilst she fumbled for words, he raised his left foreleg and placed the rune stone onto a depression in his chitin, like setting a gemstone into a ring. The edges of the depression shifted to hold the stone firmly in place, and a grey, fleshy tentacle sprouted just next to it, which he used to continue tapping and sliding on its glowing surface whilst he turned and made for the exit at a brisk trot.
Daring scuffed her hoof on the grainy floor and cleared her throat. “Umm, so, was that him or you?”
“Me, I think…”
“Swell. You’re psychic now.” Daring shifted her grip on the spear and gingerly took a couple of steps closer. “Should we be worried?”
Her stomach chose that moment to growl ravenously, which drew a startled yelp from Speckle. Daring raised an eyebrow, and Max could only give her a sheepish grin and a weak chuckle.
“I would suggest haste,” Ydrax’il called over his shoulder whilst he stood at the doorway. “Activating the biotic engine at maximum settings has drained all available power cells, including auxiliary units in the sublevels. I was unable to reprogram the security failsafes below, which means that those doors have probably opened as well.”
Max turned and saw her companions watching her as Ydrax’il trotted away, and despite their helmets preventing her from tasting their emotions, they clearly didn’t see her the same way as before. Speckle looked torn between keeping a very healthy distance from her and barrelling past her to make a mad dash for the exit, whilst Daring’s contemplative frown was reminiscent of somepony trying very hard to see through a poker face.
Hayseed, it’s like we’re back to square one…
She saw herself back on the bridge after jumping off the train, trying to convince Daring that they were both on the same side. And this time, a special phrase or private information wasn’t going to cut it.
Heck, would I even believe me if our positions were reversed?
The silence stretched. Ydrax’il’s hoof steps were getting fainter. Speckle and Daring hadn’t moved from their places, though she could tell that Daring was itching to get moving from the way she quietly shuffled her hooves.
Eventually, Max sighed and flattened her ears.
“Look, I’m still me, okay? Maybe we should save this conversation for later when we’re not in a death trap.” She tilted her head towards the exit and added, “Besides, I don’t think he’s going to wait for us.”
Daring’s eyes narrowed for a couple of seconds before she sighed and slung the spear over her back with a wing. “Yeah, you’re right. Let’s get the hell out of here.”
The both broke into a canter after Ydrax’il.
A couple of seconds later, she heard Speckle’s hushed groan and his hoof steps catching up.
“Hey!” Daring called out as they exited the chamber, “uh, mister…”
“Ydrax’il,” Max supplied.
Daring raised an eyebrow at her, then turned back to him and continued, “Eedra... Drax—nah, Axil. Hey, Axil! So, that thing you said about the doors opening below – why's that a problem for us?”
He maintained a brisk pace whilst he spoke, and Max noticed that his strides looked almost perfectly natural, with only a couple of missteps every now and then. He’d gotten the hang of using four legs freakishly fast.
“Our early attempts to inoculate ourselves against magically augmented disease had unintended consequences. Initial experiments involving non-Arthraki test subjects yielded unsatisfying results and extremely high mortality rates. Improper sterilisation and disposal of biohazardous waste frequently occurred during the war. Contamination and undocumented interactions with invasive species in abandoned passages and disposal pits. Mutation most likely. Result: proliferation of aggressive and infectious aberrations, many of which still possessed enough mental faculties to identify Arthraki as the architects of their torment.”
“Biohazardous waste? You mean bodies…” Speckle uttered in hushed a hushed tone between breaths. “This sounds like the start of a bad horror movie.”
“And the doors that kept them down there are now open….” Max finished.
“Well… shoot. How close is the nearest door to the sublevels?” asked Daring.
Just then, their tunnel merged into a larger sloped passage, and Max felt warm, humid air rushing up from behind her, so thick that she could actually taste it. Stale mould. Sour decay.
“Approximately six hundred metres,” Ydrax’il answered. He then sniffed the air and snorted. “The seal is broken; pressure is equalising. If any aberrations are ascending, the current will guide them to us. Make haste.”
“Awesome,” Daring growled as she shook her head and put on a burst of speed.
They ran through the passage at a steady pace, spurred on by the foul wind at their backs. Ydrax’il led the way, with Daring and Speckle following a couple of metres behind whilst Max brought up the rear. He seemed to be leading them back the same way they’d entered, as Max glimpsed splotches of dried blood at regular intervals.
[Interesting,] he thought at her.
[What?]
[Despite becoming their superior in virtually every aspect as a living organism, you still desire their respect and approval. The one called Daring Do, especially. Drawing emotional sustenance from her does not require sincerity, yet you continue to express it. Your memories indicated that this behaviour is abnormal even within your generation.]
Max glared at his back. [You still mucking around inside my brain?]
[Unnecessary. If I had done so, you would know it.]
[Well… it’s still none of your business.]
[Your behaviour suggests that you would be willing to endanger yourself to protect her from harm.]
[So?]
[Disproportionally unfavourable risk to reward ratio. Especially for a queen.]
Max nearly planted her face in the ground when she missed a step. [Queen?]
[Your modifications were heavily based on a template already present in your genome. The queen variant was the most receptive to psionic restoration.]
She could feel her jaw hanging as she ran.
Huh.
He did have a point. Her time in the biotic engine had erased any trace of fatigue from her. No more wounds, and maybe no more imperfections, even. She could transform into shapes far removed from the standard quadruped, her magical reservoir felt like its capacity had been vastly deepened, and to top it all off, she had psionic abilities.
Her breaths whooshed in and out with ease, and her compact, wiry muscles flexed underneath her chitin with each step, simply brimming with strength and endurance. She felt like she could keep running for days on end; strap an anvil to her back and then it might be a challenge.
Aside from her twisting emptiness in her belly, she felt great.
She felt better than great; she felt powerful – ready to take on anything that stood in her way, even an alicorn or Chrysalis herself.
A queen.
Queen Maxilla? I like the sound of that…
Max pictured herself sauntering back to the hive with hundreds of armoured soldiers arrayed against her, all lined up on the spires, ledges and in the tunnels. Pharynx and maybe Thorax would be there, watching her from behind the safety of a dozen spiked barricades. With a lazy smile, she would simply give them a cheeky wave and say, “Hello, boys. I’m back!”
None of them would stand a chance; she’d flatten them all in a fight. No wonder the Arthraki felt like they owned everything!
Then, Max’s eyes fell on Ydrax’il, and her grin wilted.
The last Arthraki, who had chosen to take the form of a changeling, and he was running away from danger just like the rest of them.
So much for all that power…
[Seriously, that biotic engine sounds like the solution to all of life’s problems,] she said. On a whim, she transformed her tail into a long, fleshy tentacle – that felt really weird – then reverted it and continued, [How could the Arthraki possibly lose to a bunch of ponies? It’s not like they caught you totally off-guard with magic. You said you guys had years to figure it out!]
[The biotic engine was one of our last innovations before the cataclysm. Clinical trials on Arthraki had poor results. We perfected gene therapy through experimentation on practically every major species in the Bright realms, and we used it to improve them for their roles as… servitors.]
Max frowned. Conversing telepathically still felt alien, but she’d gotten enough of a grasp on it to recognise the hiccup in the stream of his carefully measured thoughts – the equivalent of a hesitant pause in natural conversation.
Hiding something, aren’t you?
If he was aware that she was reading between his lines, he gave no indication of it. [We did not attempt to modify ourselves again.]
[But why not?]
A pause. Telepathic silence between them whilst the thundering of their hooves echoed in the passage.
And then Ydrax’il looked over his back to give her a sideways glance. [Hubris. Outside of a few who dabbled in unorthodox research, we considered ourselves the pinnacle of evolution, in need of no improvement. As far as Arthraki physique was concerned, the biotic engine was relegated to the role of a mere healing aid.]
That attitude sounds awfully familiar…
He turned his face forward again. Mental silence.
The rhythm of their breaths, pounding hearts and thundering hooves lulled her into a hazy mood as she remembered the disastrous invasion of Canterlot. Just another failure on top of their history of failures to conquer Equestria. Or to even make peace with it – other queens had tried.
And then there was Thorax, who’d somehow managed to openly get on fuzzy-feely terms with the head honcho of the Elements of Harmony despite being the hive’s laughing stock. And if Twilight’s letter was anything to go by, he’d gotten most of the hive to go along with it and saved them from starvation…
And then there was Maxilla. Living the life of a casual pony, relatively safe and well-fed. And more recently, as Daring Do’s impromptu sidekick.
She gave Ydrax’il a telepathic nudge and said, [To answer your original question: I guess I’ve got Daring’s back, and she’s got mine. Every species needs its freaks, right? They’re dead, we’re not. Guess who gets to say what’s good for us?]
Almost a whole minute passed before he answered.
[A rational inference.]
Max sensed a small pause in his stream of thoughts, and for a tiny instant, she tasted a sugary, chalky flavour that reminded her of… dry amusement. And then it vanished in the next instant when he brought his mental guard back up.
[A few amongst my peers valued innovation more than dignity, and would frequently waste ample resources in the creation new organisms for its own sake. Xal’ondro was one such splicer, and your altered genes bear hallmarks of his wasteful and reckless techniques; I would not be surprised if it happens to be true. The thought that one such as him may very well be responsible for the survival of our species – albeit by taking the form of lesser organisms – is most vexing.]
[Guess we should be thanking him, huh?]
Just then, Max heard a throaty warble coming from behind, followed by high-pitched chittering. She threw a glance over her back, but with all the light crystals dead, it was too dark for her to make out anything beyond the reach of her horn light. Farther than ten metres away, utter darkness ruled.
“Guys… what was that?” asked Speckle. His nostrils were flared and his ears flattened as he cast them a worried look.
“Death for the slow,” Ydrax’il said matter-of-factly.
Then, Max sensed his telepathic ping and definitely tasted mirth in it when he added, [Know that Xal’ondro and his ilk are directly responsible for creating most of the aberrations below. Be on your guard, or your creator may yet take credit for your demise as well.]
Of course. Otherwise it would be too easy, right? I totally haven’t been through enough yet.
They picked up some speed, but not so much that they might risk exhausting themselves before reaching the surface. With Speckle as the least athletic of the party, that pretty much left him in charge of setting the pace, which stopped just short of a gallop. The bad air probably wasn’t doing him any favours, either. Max felt a little guilty for having a couple of stray thoughts that involved leaving him behind to slow down their pursuers.
Her wings buzzed at irregular intervals, but she fought the itchy urge to take to the air. They didn’t feel like they had finished drying and hardening; using them or shapeshifting too soon might lead to unpleasant deformities. Ydrax’il presumably stayed grounded for the same reason.
After several minutes of steady running, her heart rate spiked when she heard another warble and a croak, followed by the clacking of claws and pitter-patter of feet. They sounded closer, though she still saw only darkness when she turned and squinted, trying to—
A slender, pale figure roughly the size of a stunted diamond dog lunged out of the darkness with its arms outstretched. Long, bony fingers covered in loose and clammy skin slapped onto her rump.
Max shrieked and bucked, but it held fast to her hindquarters, as if glued in place.
She glimpsed an elongated head with pale, wet skin tightly pulled over its empty eye sockets. A gaping mouth rimmed with teeth like a lamprey’s that uttered an otherworldly shriek as it unstuck one hand with a wet slurp and slapped it onto her back, reaching for her neck…
Get-off-get-off-get-off!
A sharp burst of pressure formed underneath the base of her horn, which then vanished when an invisible force smacked the creature squarely in the face, hard enough for a shockwave to travel along its loose skin from head to torso. One hand came loose, and she bucked again, striking one of its lower limbs with a hoof. Its surprised shriek turned into a gurgle when its face crunched onto the floor.
Despite some quivering in her legs and the crawling sensation underneath the patches of chitin it had touched, Max found herself grinning.
Telekinesis – real telekinesis – sure packed a punch. And it didn’t even use up magic!
More warbles and chittering came from the darkness. Pale, contorted figures danced at the edge of her horn’s light radius. They looked like skeletons covered in loose skin, riddled with lumpy tumours or haphazard clusters of barbs and hair. No two were the same.
Speckle threw one terrified look over his shoulder and accelerated to a full-on gallop, wailing, “I didn’t sign up for this!”
“Well, you’re stuck here anyway, so put on your big boy saddle and get ready to fight!” Daring snapped back as she tightened her grip on the spear with a wing. She then snorted and muttered under her breath, “Going to be hard running and watching out at the same time, though…”
Max blinked.
That’s not the case for two of us.
Reaching out with her mind felt similar to her regular ability to sense and taste emotions, except that it also gave her a vague impression of physical space around her, which included a dozen or so figures chasing them. When she focused on an individual, she got an impression of its overall size, shape and number of limbs, plus its emotional state.
Hunger.
They all hungered. A few of their vestigial minds also seethed with rage and resentment as each step brought agony from fused bone, torn ligaments and deformed muscle. The air reeked with the fumes from their breath and skin.
One of them lunged at Max, but this time, she easily sidestepped the claws that reached out for her. Another one spat something at her, but she didn’t let that one land, either. The substance that splattered to the floor looked like yellow mucus, and she narrowly avoided stepping onto it.
“What’s going on back there?” Daring hollered.
“Keep moving. I got this!”
When another fleshy horror tried to pounce on her, she slapped away it with a telekinetic blast without even needing to turn and look.
This is great. Hah! Nothing can sneak up on me!
Having three hundred and sixty degrees of heightened awareness almost felt like cheating.
[Moderate your psionic activity.] Ydrax’il gave her a warning glance. [It takes a toll on the mind, and the effect is delayed.]
[Got it,] she shot back as she conjured a barrier for another freak to smash its faceless head into.
The rest of the creatures didn’t make further attempts to jump her after that, but they kept pace with their group and stuck to the shadows. Like wolves, they were waiting for their prey to tire out or make a fatal blunder.
They ran past several desiccated remains of Arthraki and pony skeletons in armour, but the creatures showed absolutely no interest in the dead and simply leaped over or weaved around them like obstacles in a race track.
Several minutes later, their passage opened up into the massive hexagonal cavern where they’d first found Ydrax’il. The vast space allowed for more effective dispersal of air pressure from the sublevels, and they soon found themselves running through relatively still and stale air as opposed to a miasmic wind.
Dry, musty air had never tasted so good.
Max tried to snatch up a sword stuck in an Arthraki’s back with her newfound telekinesis, but her grasp simply slipped through it the same way an earth pony’s hoof might on a cloud.
Right. Cheaty magic runes.
She then switched to actual magic and fumbled with it for a moment or two whilst she tried to spin it like a deadly saw disk. If she’d tried that sort of thing before her gene therapy, she would’ve lost her grip and sent it off in a random direction once it had built up modest speed. Now, she had enough strength and concentration to hold on to it whilst adding more and more velocity to its rotation until the blade had become a blurry, whirling disk of doom.
Chew on this!
Max sent it flying at one of the larger ones, and it ricocheted off the floor with an ear-splitting clang as the blade shattered. The shards then sliced one’s tail off and impaled a couple others, eliciting enraged howls from their gaping maws.
She growled to herself. Apparently, gene therapy can’t fix lousy aim.
“I can’t – keep this up – forever!” Speckle cried between gasps. “What – what are we – going to do?”
“We must find a choke point and prevent the aberrations from getting past it,” Ydrax’il said with a casual glance. “From what I gleaned from Maxilla’s memories, the cave-in that you had to blast through will suit our needs.”
Speckle stumbled over a chunk of broken golem, wheezing as he lost momentum and slowed to a trot. “So far away…”
“Oh, no you don’t.” Daring hooked her free wing over his shoulder and hustled him along. “We’ll get there. Just hang on!”
The loss of speed allowed the creatures to catch up, and Max felt more of them entering her telepathic range. They now had at least thirty hot on their tails, and they were trying to form a circle around them.
When one monster tried to dash past Max with its many, many teeth bared, no doubt going for the weakest of their party, she levitated a rusty shield up from the battlefield and bashed it squarely in the face. After it crumpled to the floor shrieking like a banshee, she threw the shield at the seven-legged aberration leading their flanking manoeuvre. It grunted but didn’t topple thanks to its extra limbs. Still, it fell back to chasing rather than flanking them, and the others didn’t try to pick up where it had left off.
If they manage to herd us into a corner, we’re dead.
She buzzed her wings briefly, but they flexed and twisted too much to provide adequate lift.
Hayseed! Not quite there yet.
Max squinted ahead and saw that Ydrax’il was still fiddling with the rune stone embedded in his foreleg. With a growl, she pinged him. [Just a suggestion, but could I maybe get a little help with stopping these freaks from killing us all?]
[Your efforts are sufficient thus far. I am occupied.]
[With what? How does that help? You’ve been playing with that thing ever since we started running!]
[I am attempting to remotely access any security subsystems that are still intact – with limited success. The city’s automated defences are at one percent functionality, and all the doors on our escape route have lost power.]
[Well, that’s just—]
Her train of thought ceased when she heard the booming of drums. The noise came from up ahead and slightly to their right, gaining volume and shifting farther to the right as they covered more ground.
Max’s mouth went dry.
No, not drums.
Footsteps. Heavy ones that shook the very floor beneath their hooves. It sounded like a pile driver.
“Heads up!” Daring bellowed. “We got incoming on the right!”
“No! Do not be alarmed,” Ydrax’il interjected with a quick buzz of his wings. “I have summoned assistance.”
As the last of his words faded into the vast expanse around them, a hulking figure lumbered into their horn lights, trampling through a pile of armoured skeletons as it did so. Metal pancaked and bones turned to dust beneath its column-like legs, and it gradually shifted its trajectory until it was running alongside Ydrax’il. Daring and Speckle immediately shifted places to keep him between them and the golem.
“Unit ready. Input command,” it rumbled in Yogetor.
“Sentinel, escort me and my associates to our destination. Set status of present Equestrians to citizen. Fend off hostiles and maintain formation; use of lethal force is authorised,” Ydrax’il responded in kind.
“Acknowledged.” The glowing runes on its body brightened, and its limbs gained several inches in length when its joints popped and loosened up for increased articulation. “Combat mode engaged.”
“Since I don’t want to make silly assumptions…” Daring gave the golem a sidelong glance and waggled a couple of feathers in its direction. “That thing is playing for our team, right?”
“Yes,” Max and Ydrax’il answered in unison.
Speckle’s eye twitched as he watched it shifted position to the rear of their formation. “You’re… you’re sure you have… full control over it?”
“As much as its virtual intelligence allows. In the unlikely event that I am incapacitated, it will still protect you.”
Daring nodded. “Works for me.”
The bodies and debris thinned out as they approached the far side of the hexagonal cavern, and Max felt her heart lifting when she saw multiple sets of sooty hoofprints going in both directions on the floor’s scorch marks. They hadn’t taken any wrong turns yet; Galleon and his team must’ve taken the same way out.
They ran into the broad passage without hesitation.
Max remembered passing the wreckages of supply carts, barricades and other siege weapons on their way in, and once they passed them in the opposite direction, she used magic and telekinesis to drag whatever she could into the path of their pursuers. Ydrax’il did the same, and together, they managed to send pieces of carts and ballistae barrelling into the oncoming horde along with whatever loose projectiles they could scavenge along the way. The golem helped by smashing its huge fists into wreckage and debris they passed, which sent stuff rocketing up into the air and bouncing off the ceiling before raining down to crush bone and flesh.
It wasn’t enough.
Despite losing one after another to the barrage, their numbers were still growing.
Minutes passed. More running. Daring and Speckle were bathed in sweat, and she could tell from her heaving chest that even her hero’s stamina was flagging. Max’s headache had turned into a persistent throb, and her hunger was making it increasingly difficult to maintain focus for magic or telekinesis.
“Hey-hey-hey, Specks, don’t—whoa!”
When Max heard Daring’s outcry and saw Speckle’s horn light wink out, she instinctively leapt into the air and put on a burst of speed, just in time to wrap her forelegs around his barrel before he could collapse and drag Daring with him. Wings abuzz, she lifted him bodily into the air and kept pace with Ydrax’il whilst Daring recovered her balance.
A fleeting pang of dread washed over her, but it passed quickly enough when she recognised the correct tone and volume in the buzzing of her wings. No deforming or swaying.
Usable the moment we enter a confined space. Figures.
“Nice catch,” Daring panted whilst Speckle mumbled something and squirmed feebly.
Max simply grunted as she adjusted her hold on him.
She could sense diminishing structural integrity in the passage as they went along, and the long, running cracks in the ceiling confirmed it.
Oh, hayseed.
The cave-in loomed up ahead, and she saw freshly-collapsed rubble where the fissure used to be. Galleon must’ve seen fit to bury them; the air still carried a hint of sulphur and smoke.
Daring skidded to a halt before the rubble, shook her head as the rest of them caught up and said, “Anypony brought a shovel?”
As if on cue, the sloping pile expanded into a cloud of dust and rocks up to the size of grapefruits, floating around the fissure. Ydrax’il tilted his head slightly, and the cloud promptly collapsed into two mounds on either side, revealing…
Speckle moaned in her forelegs. “Oh no…”
More rocks. Boulders and slabs ranging in size from tombstone to rain barrel, all tightly wedged up against one another. There was no way for the—
Max’s spinal crest prickled when she heard a screech and felt something rapidly closing in on her back. She spun round, and then flinched when faced with rows and rows of teeth in a gaping maw bearing down upon her. With a gasp, she dropped Speckle – who yelped when he landed flat on his belly – and threw her forelegs up to shield herself. But before the teeth could sink into her forelegs, a huge, stony arm interposed itself between Max and her assailant.
Massive fingers closed around the creature’s skull, and the golem then brought it down to the floor with the force of a dragon’s stomp. A wet crunch, and its misshapen limbs barely had time to flail before the golem tossed it away like a ragdoll in order to swat the next one that tried to lunge at her. Max cringed when a third one smashed into the ceiling from a vicious uppercut, and then gagged when hit by the smell of dozens of rancid bodies crowding them into a corner, cutting off any escape.
[Assist me.]
Reluctantly, she tore her eyes away from the grisly spectacle and hoped that none would make it past the golem’s deadly reach. Daring was hunched over with Speckle’s tail between her teeth, dragging him to safety whilst giving Max a somewhat disappointed scowl.
She mouthed a quick “Sorry!” to them before darting over to Ydrax’il, who gave her the tiniest of nods before turning his attention back to the rocks that barred their way.
Hope they aren’t heavy as they look…
Ignoring the sound of more bones shattering under the golem’s fists and Daring’s occasional war cries as she swung and thrust the spear into the horde, Max gritted her teeth and coordinated their magic and telekinesis at shifting the boulders and slabs. She gradually poured more magic and willpower into it until her aching horn felt ready to snap, but aside from one heart-stopping moment when the tremendous pressure exploded a jutting corner on a slab and peppered them with stone chips, they absolutely refused to budge.
“Stop. This requires a different tool,” said Ydrax’il as his yellow-green aura faded out. He then turned to the golem and called out, “Sentinel! Queue task: excavation. Minimum dimensions necessary for us to pass through, yourself excluded. Minimum safety parameters. Begin executing task in twenty seconds.”
“Acknowledged. Commencing countdown.”
Max blinked, then looked to the pale horde. “But then who’s going to—”
Ydrax’il stalked past her and ignited his horn. Green flames blazed beneath his hooves and rose until they had engulfed his entire body. Max backpedalled from his expanding bulk as he reared up and stood on his hind legs, balancing with a massive tail that had bony spikes protruding from the clubbed tip. He looked like a four-metre-tall pangolin with thick, jagged scales covering his hide from muzzle to tail, with the addition of muscular, elongated arms and claws the size of scythes blades. Only the original horn remained, to continue providing them with light.
The pangolin-reaper-thing then gave her a sidelong glance with beady eyes sunken beneath the bony plating on its brows. [We are, of course.]
Her eyes bulged. Then, she raised a foreleg and transformed it into a gnathopod, just like Pharynx’s when he turned into a six-legged monstrosity.
Here goes…
Drawing upon somewhat humiliating memories of Pharynx tossing her around as a nymph, she closed her eyes, visualised herself towering over her companions, and let loose with her magic. She felt her bones and muscles swelling, twisting and stretching into unnatural positions as her internal organs rearranged—
No!
With a gasp, Max aborted her transformation and shrank back to her normal self. Shifting a limb was one thing, but the process of a full makeover gave her unnerving flashbacks of gene therapy. For a moment, she considered simply fighting on with magic and telekinesis, but her thumping headache reminded her of Ydrax’il’s warning on mental exhaustion.
[What is the matter?]
She ignored him.
Baby steps. Nothing wrong with that! Just enough to make yourself not useless.
After taking a deep breath, Max transformed her wings into a pair of gnathopods with extra-long segments for better reach. They had the same basic skeletal structure as a batpony’s wing, but with more wiry muscles that bulged beneath the flexible chitin. And instead of having the ‘wing fingers’ folded backwards, hers had curved, maulwurf-grade serrated claws that reached forward like a praying mantis’.
One experimental swipe convinced her to grow a quarter again her size to compensate for the additional weight, and upon trying again, she felt a grin coming on.
I could get used to this…
Daring shouted when a particularly nimble horror slipped past her guard, and it was just in the middle of spinning around to clamp its jaws around her hind leg when Max skewered it with her gnathopod. It shrieked and flailed until Max swung her new appendage hard enough to send it flying back into the shadows.
Max stared as putrid, yellow ooze dripped from her claw tip.
I could totally get used to this.
“Commencing excavation,” the golem rumbled as it ceased fighting, turned around and lumbered past Max.
It paused just long enough to drag a weakly protesting Speckle off to the side, shifted its limbs into a more compact configuration and then began pummelling the wall with its massive fists. Each impact shook the passage and rang in her ears until she could almost feel her brain rattling inside her skull. Clouds of dust burst from the cracks that formed, and—
A shriek tore Max’s attention away just in time for her to repulse the leaping horror with magic before it could chew her face off.
“Eyes on the field, Max!” cried Daring.
“Sorry!”
Together, they formed a crude line, jabbing, swiping and bucking with whatever they had to repel the horde. Ydrax’il took point and fearlessly waded in, dismembering horror after horror with his claws and bashing or stomping on anything that got closer. Despite looking like he’d fit right into an Ogres and Oubliettes bestiary, he didn’t roar or snarl; he simply slew everything with the same quiet efficiency as the golem.
Max and Daring flanked him on either side and made sure nothing got past him, careful to avoid getting brained by his tail whenever he swung it around. They darted in and out from the safety of his reach, jabbing and slashing with their weapons. Every now and then, one of the creatures would get onto Ydrax’il’s back and hack away at his scales with tooth and claw – with very limited effect – and Max would have to yank it off with magic or sever limbs until it let go.
All the while, stone trembled and cracked under the golem’s relentless fists.
Many of the horrors refused to die, though. Despite mutilation that should’ve been fatal on any other creature, their bodies still crawled and writhed around, waiting in the wings for their healthier brethren to wear them down with sheer numbers. And the air soured with every drop of foul ichor they spilled, until even Max’s stomach churned and every breath felt just a little bit heavier than the last.
Luckily, the floor sloped away from them, otherwise they’d have to deal with ichor pooling up at their hooves rather than merely coating the stonework with a slippery sheen.
Speckle lay unmoving on the floor.
Daring retched and staggered backwards, barely avoiding a clawed swipe that would’ve taken her eyes out. Instead, the horror’s claws rent three parallel grooves in her helmet’s cheek guard and knocked it askew.
Max swore and blasted it with magic before it could take advantage of the opening.
“Hey, thanks,” Daring began hoarsely, and then her eyes widened. “Watch out!”
Too many bodies. Too little space. Max hadn’t noticed one cat-sized mutilated horror wriggling closer and closer until it lunged the last few inches and sank its teeth into her foreleg, just above the hoof.
She hissed and flailed like a rabid animal, but it refused to release her. Meanwhile, searing, bone-deep agony lanced through her leg, and her hiss turned into a shriek. Instinctively, she transformed her gnathopods back into wings and shrank to her normal size, but that only made the creature clamp down harder on her leg.
“Axil, cover us!” cried Daring as she ducked under his lashing tail and dashed over to Max.
Max fought her instincts to a standstill and kept her leg steady whilst Daring trampled the misshapen horror underhoof until it stopped moving. Daring then wedged the spear blade into its mouth, and together with Max’s telekinesis, they prized its filthy jaws apart, revealing multiple puncture wounds in her chitin that oozed a bluish-yellow mixture of her blood and…
“Hayseed, is that thing venomous?” Daring murmured.
“Should I try sucking it out, or—”
Daring shook her head. “Doesn’t actually work. You’ll just poison yourself.”
Max clenched her teeth to keep from whimpering. She could still feel it burning underneath her chitin, and it was spreading up her leg.
“Task complete,” the golem announced.
As one, they turned and saw a dark fissure in the rubble just wide enough for a pony to squeeze through, partially obscured by a dense cloud of dust. It did not look very stable, as pebbles continued to rain from the overhanging boulders and slabs, punctuated by intermittent groans and rumbles as the golem trudged back to them.
Daring shared a look with Max before she grabbed her spear with a wing and hauled her up onto all fours. “First things first. Come on!”
Dust stung her eyes, blurring her vision as they stumbled past the golem to the fissure. Despite feeling as if she had termites devouring the inside of her leg, she still maintained her horn light for Daring to see by.
After tossing her spear into the opening, Daring ushered her through with little ceremony, ignoring her pained yelps whenever her injured leg so much as brushed against rock in the confined space. The pounding in her head matched the beat of Ydrax’il and the golem brawling with the horde.
Upon reaching the other side, Max barely had time to take in her surroundings – exactly as she remembered, except with even more debris – before Daring began pushing a delirious Speckle through the fissure. He fell flat on his belly halfway through, and Max had to drag him the rest of the way with magic.
Daring came next, heaving a sigh of relief once she got a taste of the relatively fresh air.
Lastly, she saw a flash of green light from the other side, and Ydrax’il came scurrying through the fissure in changeling form.
“Sentinel, hold the line,” he called out whilst using telekinesis to plug up the fissure anew with debris and rubble. “Prevent all hostiles from following us by any means necessary.”
“Acknowledged.”
A quiet air of finality settled over them as he rammed the last boulder into place and heaped a mound of dirt to cover up the cracks. Dull booms still reverberated through the rocks – a testament to the golem’s last stand. Max almost felt sorry that they had to leave it behind.
For a while, nobody spoke. They simply stood still, waiting for their laboured breathing to settle down. The same didn’t happen for Max, though. Her chest had tightened up, only allowing her to take rapid, shallow breaths that practically scraped against the dry insides of her throat.
The world tilted sideways, but stopped just before the floor could strike her head.
“Oh, damnation,” Daring cried, almost right into her ears. “Axil, help! She’s been bitten!”
Her heart raced, thumping away like an overwound clock whose gears were just about ready to explode from the tension. Her eyelids felt like bricks.
Daring’s forelegs felt like ice against the back of her neck. Max was warm. Too warm. Hot, even.
Heh, I’m hot, too.
Two indistinct shapes, one black and one pale brown hovered over her.
She blinked once, then twice.
At least the pain had stopped…
“Oh grub. I… I can’t feel my legs,” she croaked.
And then she surrendered herself to the darkness.