Max watched whilst Speckle appraised the circular stone on his upturned hoof. Freshly charged through contact with Ydrax’il, its rune glowed with an eerie, green light in the darkness of the passage, and Max tensed up as he pressed it into the door’s receptacle.
The sound of grinding stone reached her hidden ears as the heavy door slid upwards at a snail’s pace, allowing natural light to pour into the tunnel.
That can’t be right…
She distinctly remembered the entrance being sheltered inside a pavilion, unless they’d dismantled it and replaced it with something else. In all likelihood, it would be something specifically designed to impede their exit – probably to lethal effect.
Max considered voicing her concern, but decided to trust Daring’s assessment of their situation. If there was anypony capable of telling the difference between a necessary risk and an imminent mulching, it would be the mare who’d survived at least thirty assassination attempts throughout her adventurous career.
It still didn’t completely assuage her nerves, though.
Turning herself into a duplicate of Daring Do’s scavenged armour had taken the better part of an hour, plus another twenty minutes to turn into a hollow, convincing one with flexible straps and non-fused plates that didn’t weigh an entire changeling. She hadn’t done quite as well as Ydrax’il at mimicking the appearance and protective qualities of metal, but at least she could pass for a cheaper, rustier set that had seen better days, with the approximate durability of a tortoise’s shell. The magic runes proved a little too intricate for her, but since nopony amongst Galleon’s sortie had studied them, her crude imitations should suffice.
Daring Do wore Ydrax’il whilst Max got to accommodate Speckle’s skinnier frame. The original set lay discarded with the rest of the equipment in the passage. They could come back for it later.
Speckle’s helmet prevented her from tasting his emotions, but between the pounding of his heart and every nervous breath that swelled his chest and her with it, she knew that he didn’t put much stock in their odds of getting away without a hitch.
Daring checked Ydrax’il’s fit around her barrel one more time, then squared her shoulders with a grim smile and said, “All right, everyone, remember: we take things nice and slow, put on a little play for Galleon if necessary, and the moment we have a clear shot at the sky, we take off like there’s a dragon on our tails. With a bit of luck, we’ll make a clean getaway without anypony getting hurt.”
“Hear, hear,” Speckle murmured.
Daring gave him an encouraging slap on the shoulder. “Whenever you’re ready.”
After a deep breath, Speckle gulped and gingerly trotted into the shaft of sunlight.
As he did so, Max shut her eyes and concealed them behind a thin layer of imitation metal on the breastplate, relying instead on her psionic senses. She lost the ability to see colour, but omnidirectional awareness more than made up for that, and at least she still had ear holes.
Her brain – wherever it was – throbbed a bit as she stretched her mind out to scan a wider area. Immediately beyond the confines of the passage, she saw that Galleon’s followers had erected a crude, domelike cage around the gate structure, large enough to house four or five bears. The bars consisted of thick sapling trunks held together with metal clamps and rivets, with gaps too narrow for them to squeeze past, but plenty wide enough for the defenders to shoot through. It had doors of similar construction, secured with thick metal bolts and what felt like enchanted padlocks; the first door opened into a smaller dome with just enough space to accommodate a pony, with the second one at the end of that opening into the camp proper.
[Think we can break that with our minds?] she asked Ydrax’il.
[With significant strain, yes. An unjustifiable cost at this juncture.]
Immediately beyond the cage, she sensed rows of spiked barricades and raised platforms arranged in a broad semicircle, interspersed with weapon racks. It reminded her of a traditional Pegasopolis coliseum, only made with crude timber and on a much smaller scale.
Beyond that lay the more familiar tents and open-air workshops that she remembered from her previous jaunt through the camp.
Warm bodies milled about the place, minding their business, until a shout went up and drove everypony into frantic action. Apprehension and a sprinkling of anxiety permeated the air as the crowd surged like an army of ants into defensive positions, tickling her appetite. And somewhere beneath all that lurked a presence that sent whispers crawling through her brain, writhing with untapped potential.
Knowledge. Power. Hunger…
But before she could mentally trace the source of that anomaly, she felt Speckle shiver as he stepped into the middle of the cage. Daring stumbled out after him, clutching at her side where a broken crossbow bolt stuck through her ‘armour’. Blood trickled from a superficial cut in her skin, dripping onto the floor and leaving a red streak when she tripped over a loose pavestone and fell flat on her belly.
“Well, shoot,” Daring whispered.
Without access to the open sky, Max and Ydrax’il couldn’t simply sprout wings and carry their wearers to freedom. Plan A was busted unless they could get out of the cage, so Daring had been right to come up with Plan B.
“Somepony help!” Speckle cried hoarsely as he attempted to heave Daring back onto all fours. He then glanced around in bewilderment, presumably at the cage and a hostile welcome party. “Uh, what’s going on?”
Nopony answered. Some took aim with slings and crossbows from behind the barricades, whilst others stood ready with spears.
“Guys, what’re you doing? It’s me!”
“Is it, now?”
Speckle stiffened when he heard Galleon’s magically amplified voice. He then gulped and trotted up to the bars of the cage. “Brother Galleon, I—”
“You survived that cursed place. How?”
“No thanks to you,” Daring rasped. She coughed violently and wheezed before adding, “Seriously, even… even Doc Caballeron treats his goons better… than you.”
If Max still had eyebrows, she would’ve raised one of them.
She’d counted seventy-two ponies in the area. Short Fuse’s fidgety playfulness coloured the crowd’s collective aura, and she was quite sure that she could taste a bit of Furlong lurking nearby as well, but Galleon’s thoughts and emotions completely eluded her heightened senses. Despite plenty in the crowd murmuring and whispering amongst themselves, none of them exhibited the appropriate bodily motions to match Galleon’s speech. She couldn’t detect any of the unicorns casting the voice-amplification spell, either.
“Looks like our pal Galleon snagged himself some magic armour, too,” Daring murmured.
Well, that sucks...
So much for their hope of a quick victory, especially if any of Galleon’s henchmares had picked up some enchanted weapons as well.
[Acceptable contingency. We will proceed,] Ydrax’il chimed in.
“What happened to the changeling?” Galleon demanded.
“She…” Speckle shuddered and let out a shaky breath. “That thing got her – it was horrible! It’s just the two of us now. We barely—”
“Bleeding myself dry here, by the way.” Daring coughed and spat onto the floor. “If you’re not gonna send in a medic, the least you could do is toss me a rag and some booze!”
Max listened to the murmur of the crowd whilst Galleon mulled over his response. Whatever he’d told them about the dangers below, they clearly believed him, though she wondered if he hadn’t tried to keep up his pitch about being granted alicornhood by the Master in some way. Admitting that the whole thing was some grand delusion surely would’ve resulted in everypony leaving rather than staying to contain an ancient threat.
Either that, or he’d convinced them of the incredible value of the magical artefacts that the ancient Equestrians had left behind; his scavenged armour – if it was anywhere near as fancy as the deceased paladin’s below – would certainly tempt the most skittish of explorers to stay…
“Your key. Show it to me,” Galleon eventually said.
She felt Speckle raise his foreleg.
“Throw it out.”
Speckle glanced at Daring, and then Max heard the tinkling of his aura as he levitated it through the bars of the cage. He released it, and Max felt the rune stone disappear into thin air, presumably into Galleon’s magical grip.
“Good.”
“What now?” Speckle shifted uncomfortably. “Brother Galleon, Daring Do got hit by one of the traps. I don’t know how to treat this kind of injury!”
“Wait.”
“For what, my exsanguination?” Daring growled.
“Just wait.”
Silence filled the camp. Speckle shuffled in place.
Then, Max heard stone grinding as the door to the city slid shut. With a final thud, it sealed their only possible retreat to safety.
“There we go.” Galleon’s voice drew a little closer. “Now, Speckle, I want you to repeat that conversation we had during your initiation rite. I’m sure you remember.”
Speckle tilted his head. “What? Why?”
“Don’t play coy with me. Answer, or you’re both target practice!”
Oh, so he thinks Speckle’s just me in disguise? So close, and yet so far…
Had her flank not been on the line as well, Max might’ve chuckled.
“And take off that helmet. I want to see your face,” Galleon added.
Speckle’s hoof faltered halfway, but he eventually tugged it off, and Max felt a rush of headiness when the storm of sweet, savoury and acrid emotions engulfed her. A disorienting concoction of tense nerves, apprehension and excitement that drew her attention to the unusual amount of sweat licking her insides – rather more than the warm afternoon sun would induce in such a short time, even with the humidity. His skin almost shivered to the touch of her interior surfaces, as if he was constantly trying to have as little contact with her as possible.
He hadn’t objected to wearing Max during the planning phase, but then again, he’d been wearing the helmet and she hadn’t been paying all that much attention to his body language at the time.
Between all that and his racing heart, Max had no idea if he was closer to fainting, exploding into passionate action or simply collapsing into a sobbing heap of awkwardness. If she had to describe it to a non-changeling, she’d liken it to a bunny being trapped in a burrow with a fox blocking the exit, except that the bunny also totally had a thing for the fox and there were other bunnies outside watching and judging him.
It was kind of delicious.
Guess this is the closest he’s ever gotten to being inside a female—oh, that’s a great line! Gotta ask if AK Yearling will put that into the book…
Still, it did make her want to suck him dry, and she’d already missed part of Speckle’s answer.
“—and you told me that one day, I will look upon my father’s business empire and realise that it was but an illusion of power. We were meant for more than counting coin.”
“Hmm.” Galleon didn’t sound convinced. “And what did your father say to me when he heard about your initiation?”
“Uh… that’s a trick question, isn’t it?” Speckle scratched the back of his neck. “He doesn’t know, and I’m pretty sure he’s never met you.”
More silence whilst Speckle fidgeted.
Eventually, she heard the padlocks rattle and clink, followed by the rasp of the bolts sliding out of their housings. The first door creaked open, and Speckle reached down to help Daring onto her hooves—
“Stop. Remove her armour, first.”
“Are you for real?” Daring muttered.
Speckle raised a hoof. “But—”
“Or you can both stay. Your choice. And kindly stay put, Miss Do, or you’re both leaving this place in caskets.”
Speckle reached down to unfasten the straps on Daring Do, but the moment his hooves nudged the crossbow bolt that had pierced the plating and ‘embedded’ itself in her midriff, she convulsed and yelled, “Discord’s toenails – aargh! – are you blind? Arrow comes out first, and get me something to staunch it before you do that!”
“I…” Speckle turned to Galleon and gestured helplessly.
“Useless,” Galleon grumbled. “So be it. Get out of there. Now.”
Speckle gave Daring Do an apologetic nod in parting and shuffled forward, ears flattened. Once he’d entered the quarantine section and the first door swung shut, the second one opened, allowing him to trot into the open with scores of weapons trained on him.
Whilst his hooves alternated between crunching dry dirt and clopping on pavestones, that uncanny presence beneath the ground probed at her mind once more, whispering eldritch promises. Max tuned them out to focus on the problem at hoof: with free access to the sky, she could technically make a break for it and fly off with Speckle already. But that would pretty much leave Daring and Ydrax’il stuck in that cage, surrounded by an entire camp of trigger-happy ponies under Galleon’s command…
No, we’re still in the game.
[Stay hidden for now, but be prepared to create a suitable distraction,] said Ydrax’il.
[Got it.]
She scanned the camp, searching for anything she could use to draw everypony’s attention away from the cage. Stashes of explosives came to mind, but the cultists had either kept them properly locked up and out of easy reach, or they’d dumped everything they had in the passage.
Before she could find anything particularly useful, a couple of burly earth ponies flanked Speckle and began herding him over to a storage wagon farther back behind the barricades, where she immediately sensed a familiar mind in the form of a hulking pegasus.
“Never expected to see you again,” Blizzard rumbled.
Speckle’s breath momentarily hitched in his throat, but he managed a weary shrug. “I… I guess I got lucky.”
“You have no idea.” Blizzard nodded and gestured at Speckle’s chest. “Take that off, and be careful with it. That thing’s probably worth more than ten years' of our wages combined.”
Suddenly, she had a very good idea as to why Galleon had chosen to let Speckle out without too much of a fuss.
Max remained inert whilst Speckle unfastened her straps and buckles with some degree of clumsiness, weighing her options. Speckle had already voiced his reluctance to get into a fight, and Daring had all but given him express permission to stay out of trouble and hide if things got nasty. She didn’t want to risk telepathically asking if she could still count on his assistance; he probably wouldn’t react well to her intrusion, not after what Ydrax’il had done to them earlier.
Just as her last strap popped free of its buckle, she received a sharp ping from Ydrax’il, calling her attention back to the cage.
[Your idol’s attempts at negotiation are failing. Intervention will soon be necessary.]
Out loud, she heard Galleon’s derisive chuckle. “Come now, Daring Do, trying to bargain with me at this point is just insulting. Besides, I do not even know if you aren’t simply that changeling in disguise. What was her name, again? Ah yes, Maxilla.”
After a bout of coughing, Daring sighed and growled, “Fine… You got a quiz for me? Then maybe we can actually get down to business before I pass out!”
“We are not sufficiently acquainted on a personal level for that to be of any use. However…”
A murmur went through the crowd, and just as Speckle finished shrugging Max off and unceremoniously dumped her onto the table, she heard the distinct, tinkling hum of spellcasting, rising in pitch and volume as it gained power. Unfortunately, the array of enchantments on the ancient armour that Galleon wore prevented her from discerning the exact nature of the spell.
Whatever it was, it couldn’t be good for Daring.
But then again, if Max blew her cover too early, things could very well escalate to pose a real danger to all of them. Galleon didn’t seem like the type to open with something lethal, and he apparently preferred to keep their worn gear intact if possible…
“Now, just wait a sec,” Daring cried. “Hey, hey!”
Too late.
Max whipped an eye open just as a crackling flash of blinding, purple light threw everything into sharp contrast. Speckle, Blizzard and the two escorts had turned to watch the commotion, their figures turned into dark silhouettes by the light. She couldn’t see the cage over the throng of ponies and barricades, but any doubt about the gravity of their situation vanished when she heard Daring’s surprised yelp, followed by a garbled, distorted ping from Ydrax’il that felt like the mental equivalent of claws on chalkboard.
Silence followed.
[Ydrax’il! You okay?]
Another mental shriek stung her brain.
A couple of seconds later, the crowd erupted into a chorus of shouts: “What the hay?” “Where’d that thing come from?” “There’s two now!” “Changeling!”
The heck?
When she probed the vicinity of the cage with her mind, she felt two quadrupedal figures sprawled in there. One, presumably, was Ydrax’il, and Daring’s helmet must’ve fallen off since Max could sense her once more. Neither moved much.
Oh. Oh, horse apples!
Galleon knew how to cast the spell that disrupted shapeshifting. And he’d gotten lucky.
“Fire!” he roared. “Kill it, kill it now!”
Crossbows clicked and thumped as they fired their loads, sounding almost like a series of drums as their quarrels whizzed towards the cage. Everypony in their vicinity, including Blizzard and the two escorts pretty much rushed towards the ring of barricades to get a better look, leaving Max and Speckle alone at the storage wagon.
More shouting. Curses. Calls for reloads.
Through it all, Max somehow still managed to hear Daring cry, “All in. All in!”
That was their agreed-upon phrase for going loud. No more subterfuge.
Max instantly reverted into changeling form and hovered just high enough to get a decent view of the cage. Hopefully, with all attention focused on Ydrax’il’s sudden appearance, nopony would think to look at Speckle or the storage wagon. At least, not until they started running short on ammunition.
From her vantage point in the air, she saw a barrage of stones and crossbow quarrels pelting the cage. Some struck the bars and either clattered to the ground or stuck in wood, but more than half made it through, only to bounce off an invisible sphere that surrounded Daring Do and Ydrax’il.
Daring hunched over his curled form, having recovered and donned her helmet, injuries fake and real forgotten as she attempted to drag him deeper into the cage and away from the bars where some of the longer spears might still reach them. Ydrax’il, on the other hoof, grimaced with every inch of dirt he was dragged across, and Max felt only confused, urgent turmoil radiating from him as he fought to maintain his barrier under the barrage of projectiles.
Max dropped back to the ground, eliciting a yelp from Speckle.
“What now? What do we do?” he cried, pupils shrunken to pinpricks.
She didn’t answer immediately.
The instant she made contact with the pavestones, she felt a surge of power underhoof that rode through her nerves, up her limbs and spine, all the way to her horn. A shiver wracked her body, and time seemed to slow as she mentally traced its origin.
The neural network…
Just like that ancient map in the tribal settlement.
But this time, she had the mental acuity and fortitude to properly interface with it.
She blinked, and she found herself once more in the void of shadows. The council of Arthraki surrounded her in the thousands, wearing the bodies of all the species they had conquered, garbed in dark robes that billowed in the non-existent wind.
“The vermin defile,” they murmured in Yogetor.
Max nodded.
A ripple surged through the council, circling from her left to the right. “You are the last.”
Something drew her gaze downward – a glimmering light at the edge of her vision. Glancing down, she realised that the surface on which she stood reflected light like water on a still lake, and she saw herself standing tall and firm in the midst of her ancestors, a changeling unbowed in the darkness, surrounded by thousands of dim stars.
Green flame danced on her horn. Magic. The bane of her ancestors, now integral to the very survival of her entire species.
This is me.
Their eyes glowed with teal light, and the voices dropped to a deep rumble that shook the void. “You will avenge.”
Max shivered as the council dissolved into a hurricane of smoke and wispy lights that tore up the void around her. She basked in the eye of the storm, filling every fibre of her being with understanding. The echoes of a lost civilisation, struck down in the apex of its long, long existence and technological advancement.
Anguish.
Knowledge.
Vengeance.
She floated upwards like a limp body in stagnant water as she probed the maelstrom of data with her consciousness. Too much for any mortal being to assimilate in a lifetime, let alone in the sparse few seconds that had passed for her in the physical world, but she had transcended enough of her former limitations to grasp and retain a fraction of the information that rushed past her, filtering for the most relevant to her needs.
Max took in a deep breath and exhaled as the storm died down.
Vengeance? I can do that.
When she opened her eyes, she found Speckle still staring at her expectantly, as if no time had passed between his panicked question and her sojourn in the neural network.
She locked eyes with him. “I’m not strong enough to take them all by myself. I’m going to need your help.”
“I told you, I can’t fight!” he wailed.
Max shook her head forestalled his upcoming excuse with an impatient wave of her foreleg. “You won’t have to. I just need to feed on you for a bit, and then you can find a safe place to hide while I take care of business.”
He blinked. “What—”
“Remember what happened on the train?” She leaned in, almost close enough for their muzzles to touch. “You want to feel that again?”
“Uhh…”
“Max!” Daring roared over the chaos.
She stole a quick glance around. Nopony seemed to have noticed them yet, so she returned her gaze to Speckle. His pupils had dilated just a bit, and a quick probe into his unprotected mind confirmed that his brain felt exactly what his tongue didn’t want to articulate.
Her hunger dug its claws into her belly at the spicy flavour, red as blood and sweet as honey, but she reined it in and forced her trembling limbs to remain still as she growled, “Make up your mind! If you don’t want to help, you’d better start running for cover right now.”
Speckle gulped, then scrunched his eyes shut and nodded. “Okay, yes, do it!”
She smirked. “Relax. I’ll be careful.”
Before draining him, though, she reached once more into his mind and searched for the optimal image to present herself as. And she nearly stalled when she found it – not Wind Shear, his former crush as she’d expected, but herself in changeling form, except with a few minor tweaks to give her more pony-like hair and round pupils.
Huh.
Max had no time to mull it over, though, so she simply locked lips with him and engulfed him in her magic.
Unlike the last time, her newly-acquired knowledge of mental architecture and psionic techniques made her far more efficient at harvesting his emotions. She could even access the deepest recesses of his mind to directly evoke a pleasurable response, but stopped just short of doing so when she considered the implications. Even though he’d already consented, she didn’t fancy the notion of Daring Do possibly finding out later and then accusing her of mind-controlling him into asking her to devour his soul.
It wasn't as if she could go that far, anyway.
Still, regulating her intake proved a little harder than she remembered.
Her capacity had drastically increased since her gene therapy, and the void within her howled and clamoured for more, more, more of his exquisite passion. It almost physically hurt to keep the flow of energy down at a rate that wouldn’t ruin his side of the experience.
Speckle had turned a deep shade of red. He inhaled deeply and moaned through his nostrils, eyes still shut tight as he wobbled in place with his lips pressed to hers.
Like coal and oil heaped onto glowing embers, love poured into her deepened reserves and brought fiery vigour back into her limbs. She pawed at the ground like a bull.
Speckle, on the other hoof, had turned just a little blue.
Yeah, that’s probably enough…
Max released him, and then had to grab him with her forelegs to prevent him from smacking his muzzle into the dirt.
“Oops. Can you stand?”
He blinked his unfocused eyes several times, huffing and puffing before he finally gave her a lopsided smile and nodded. “Yah.”
Giving him a firm push, she hissed, “Go. Hide!”
She watched just long enough to see him toddle off and duck behind a stack of crates and barrels before setting her eyes on the crowd. And then she grinned.
Communing with the echoes of her ancestors had given her anatomical knowledge of a plethora of organisms, all of which she’d added to her shapeshifting repertoire.
She went with tentacles.
Six of them erupted from her back, and she sent them lashing out like black, glistening pythons towards the three ponies standing closest to her position, the farthest from the rest of their companions. Two for each, one to wrap around the muzzle and another around the belly, she dragged them kicking and thrashing until she had them suspended before her like a trio of puppets uttering muffled screams.
Unlike with Speckle, she didn’t bother to keep it pleasant or efficient, focusing purely on maximising speed of extraction. Green light leaked from their chests and foreheads, coalescing into streams of energy that surged into her gaping maw.
Ooh yeah, that’s the stuff…
When their eyes turned glassy and their bodies limp, she dropped them in a heap like discarded candy wrappings.
Need more.
She reached out and plucked another hapless victim from the oblivious mob.
Three. Six. Ten. Fourteen. Nineteen. Twenty-five.
Yes. Mine!
With each victim adding to her reserves, she had even more to spare for increasing her intake, and she soon realised that she had an incredible capacity for multitasking. By then, she had no fewer than sixteen tentacles for grabbing ponies, and she somehow managed to maintain her balance whilst doing all of that on only four hooves.
By the time she’d amassed a spread of over thirty delirious, lethargic ponies writhing on the ground around her whilst mumbling nonsense to themselves, somepony in the gaggle of defenders finally noticed her feeding frenzy.
“Sweet Celestia, what in Tartarus is that?” a mare cried as she swung her crossbow around, took aim at Max, and flattened her ears when she realised that she needed to reload.
Dozens of heads swivelled her way, including Galleon’s, who stood atop a raised platform behind one of the largest and most secure spiked barricades. He wore a helmet reminiscent of pegasus legion design, except with a proper hole and horn-guard. The rest of his armour consisted of a sturdy breastplate and overlapping plates running from the base of his neck to his tail, crafted from greyish metal and covered in runes that dimly glowed with golden light. Lighter greaves of similar design protected his knees and fetlocks.
Max gave him a toothy grin and waved a hoof and a tentacle in synchrony. “Hi guys. Remember me?”
Galleon’s frown deepened.
“Brothers and sisters, another abomination has escaped!” he roared as he charged up a spell on his horn. “Destroy it! It falls to us to safeguard Equestria from this evil!”
Max sprang into the air and shifted her tentacles away to reduce her mass and air resistance. Stones, bolts and a few spells whizzed past her as she buzzed her wings to gain altitude, and upon reaching the zenith of her steep trajectory roughly a hundred paces in the air, she flipped over and accelerated into a dive. A classic manoeuvre used in the Canterlot invasion, but with the bonus of increased mass and hardened carapace that she shapeshifted for herself.
Ponies yelled and scrambled for cover as she tore through the air, engulfed in a ball of green fire.
She aimed for the centremost point of their defences to eliminate the advantage of their crossbows and slings; unless she’d misjudged the whole lot of them, most would probably think twice about firing for fear of hitting their companions behind her.
She gritted her teeth as her shadow raced across the ground from the edge of the camp towards her target. Just before impact, she rolled to present herself hooves-first, and the ground erupted into a fountain of dirt, splinters and stones when she slammed into one of their hastily-vacated platforms, ripping away parts of their barricades and sending ponies flying. Max then slowly rose from her hunched pose in the crater, firmly planted on all fours with ten freshly-regrown tentacles erupting from her back whilst dust rained from above.
Whoo! Superhero landing!
Those closest to the impact lay on the ground, stunned, whilst the others cowered behind the intact barricades. But to their credit, a few of their companions farther back uttered war cries of desperation and charged at her with long spears. Two or three decided to shoot her anyway.
Max deflected the incoming spears by swatting them along the shafts with her tentacles, grabbing their dismayed wielders and then tossing them back into their comrades. Her tentacles stung when a few bolts embedded themselves into her flesh, and she yelped when Galleon’s disruptor spell outright lanced through four of them and sputtered out on the fifth. It smarted like the worst pins and needles ever, and burned all the way to her back as the afflicted tentacles shrank and disintegrated.
Another crossbow bolt struck her right in the cheek. It didn’t pierce her hardened chitin, but it still imparted enough kinetic energy to feel like a kick to the face. As she reeled from the impact, she extended her remaining tentacles to their full lengths and swept them in a wide arc, slapping aside anything in her way to give herself some room.
With more ponies entering the fray, sooner or later, somepony was bound to get lucky, and Max had no intention repeating the mistakes of her ancestors and losing to a bunch of herbivores.
Okay, new tack.
She galloped towards the cage, trailing a flailing mass of tentacles to deflect or absorb incoming fire. Those that got too badly damaged or outright disrupted into nonexistence, she simply regenerated, at a cost to her reserves.
“Get some fire! Kill it with fire!” Galleon roared. “Short Fuse, where in Tartarus are you?”
Max winced. Oh, that’s going to hurt.
She skidded to a halt at the cage’s outer door, grimacing as Galleon’s spell seared off another two of her tentacles. The padlocks were definitely of magical construct, and her initial attempt to jam a wad of shapeshifting chitin into the keyhole proved futile when she realised that it didn’t even have one in the first place. Her magic didn’t work on them, either, as she had no inkling of the correct spell matrices to use.
Growling, Max went after the doors hinges instead. She shrank her malleable foreleg into the gap and made it swell against the door and wall. The wood creaked in protest, but the hinges and nails held fast. She then dug into more of her reserves and blasted the hinges with a searing beam of magic, heating the metal until it glowed cherry-red. Meanwhile, her foreleg continued exerting pressure until, much like growing tree roots which had crept their way in between loose bricks, she popped the hinges apart and ripped the door off.
After flinging it in the direction of her assailants, she went to work on the inner door, and by the time she’d torn it off its hinges, she’d lost another three tentacles, and the remaining five had enough quarrels stuck in them to resemble crude bottle brushes.
And then Max shrieked when she felt a series of sharp stings on her tentacles in rapid succession, followed by a concussive blast on her back that shredded the last of her flailing appendages and slammed her flat onto the floor.
Her ears rang.
Blinking through the pain, she craned her neck around and saw a sizeable cloud of white smoke lazily drifting away just a few paces behind her. Bluish drops of blood and chunks of her tentacles lay spattered on the ground. And farther beyond that, crouched behind a barricade was Short Fuse lighting another stick of dynamite whilst a unicorn held it in her magical aura, ready to throw on a moment’s notice.
Max flipped back onto her hooves and spun around to glare at them through the cloud of smoke, focusing her mind on the stick of dynamite. It wobbled in the unicorn’s grip, and then promptly ripped itself apart into a hundred shreds and chunks whilst the fuse fizzled out.
She didn’t get to enjoy their puzzlement and shock for long, as another purple bolt came screeching at her from the corner of her vision. Gasping, she threw herself flat and felt a nerve-wracking jolt travel down her spine when the spell grazed her crest.
“You little hayseed!” she yelled, sending a barrage of fiery bolts in Galleon’s general direction.
It was hard to pinpoint his location amidst the smoke and churning crowd, doubly so when his armour kept him hidden from her psionic awareness. Her spells only managed to scorch earth and wood, when they didn’t get deflected by the barriers of random unicorns.
Some ponies had even resorted to tossing oil lamps and jars of pitch wrapped in burning rags at her, most of which she sent flying back into their ranks. Dozens of fires sprang up along their defences and even amongst their tents farther back, sending up plumes of grey and black smoke, depending on what had caught fire.
“Need a little backup!” she cried as she used a combination of telekinesis and magic to deflect more incoming projectiles.
As if on cue, Daring appeared by her side with the sound of dirt crunching beneath her hooves.
“The old codger’s still a little woozy,” she reported. “Where’s Speckle?”
“Hiding. Galleon’s being a real pain. I can’t—”
“Got it. I’ll take care of him,” said Daring as she brushed past Max and darted out of the cage. “Keep them distracted!”
Upon leaving the safety of Max’s telekinesis, Daring moved to flank Galleon’s position, crawling and ducking to keep a low profile. Then, using a particularly large and inky cloud of smoke to her advantage, she leapt into the air and flapped a short distance with the aid of her tattered wings, just high enough to clear a barricade and the heads of a few startled cultists. Max glimpsed a brief, almost cartoonish whirl of flailing limbs in the smoke, after which Daring emerged with a smirk, leapt from the platform and disappeared into the camp proper, presumably to ambush Galleon at an opportune moment.
An opportune moment that wouldn’t come if Max didn’t keep her guard up, as she realised when a shockwave slammed into her from the side and drove out her breath as it smashed her against the bars of the cage.
Max threw a glance inside the cage. [Ydrax’il! Get your butt out here and help me!]
No answer. He lay curled up on his side with his eyes closed in meditation, apparently spent from protecting Daring and himself. Quarrels and stones lay scattered in a semicircle around him.
She snorted and turned around to march out into the open. A fresh hail of projectiles greeted her, but she blasted everything back with a broad telekinetic shockwave.
That’s it. Playtime’s over.
Reaching deep into her reserves, Max drew up an absurd amount of energy, probably more power than she had ever toyed with in her entire lifetime. The hungering void dug its claws into her, resenting every spark of vitality she called upon. She felt ravenous, as if her innards were shrivelling and decaying with every passing second, but she ploughed through it with promises of more opportunities to feed, reassured by the miasma of dread that permeated the camp.
Simultaneously, she probed the collective consciousness of the ponies around her, breaching their feeble mental defences with relative ease. Hallucinations and direct compulsion would drain her quickly on top of probably giving her a massive headache, but she’d picked up a far subtler technique from the neural network. Their unguarded imaginations, already spooked by Galleon’s account of their failed expedition and strained by Max’s subsequent assault, proved fertile ground for seeding doubt, anxiety and fear.
With tiny nudges in the right directions, their minds would do all the work for her.
Already, Max had stolen glimpses of their innermost fears.
She only had to give them life.
Her body tingled and shivered with potential. Beneath her pulsating chitin, her flesh writhed and twitched, every cell replete with energy for the tasks to come.
Max inhaled deeply, and didn’t stop even when her lungs had filled to capacity. She swelled along with her breath, until she burst her chitin with a wet, slurping crack. Freed from her diminutive husk, she spilled onto the ground, an amorphous pile of black flesh that stretched and reshaped itself with explosive growth spurts as her bones popped and cracked within. She towered over her adversaries, easily thrice the size of a manticore.
Unlike a manticore, she had festering boils on her grey, lumpy skin instead of hair. Her misshapen limbs had ten-inch claws on the tip of long, spidery digits; her muscular tail ended in a massive, pulsating mass of flesh that resembled a giant maggot; tentacles hung loosely from her undersides; and her triangular head consisted entirely of three jaws that sported clusters of spider’s eyes on their outer surfaces.
The camp had gone silent, save for the crackle of fires.
And then Max unleashed a deep, gurgling roar, parting her jaws like a grisly flower to reveal a tongue consisting of pink tendrils all twisted together like rope, dotted with teeth and even more branching tendrils, as long as her entire body. She then lunged forward, lashing her tongue at anything that moved.
Instantaneous pandemonium.
Ponies screamed and wailed as she tore into their ranks, smashing their equipment and grabbing anyone too slow to evade her tentacles. She drained them through direct contact, quickly and very inefficiently, but the surplus power went into sustaining her immense form and keeping her body in a state of flux for changes as the situation demanded.
She basked in their terror. The void clamoured for sustenance, and she fed it readily with anypony she caught, leaving a trail of whimpering bodies in her wake.
Max took care not to step on anypony, though.
[Here. Eat up.] She stretched two tentacles bearing earth ponies in a state of catatonic terror into the cage and deposited them in front of Ydrax’il.
She didn’t wait to see him feed.
Instead, she charged deeper into the camp, picking off stragglers as they fled. Only a few of the remaining cultists dared to shoot her, and they did so from far away, either from the shadows of their tents or from the watchtowers at the walls. Most of the arrows and bolts did little more than stick like irritating needles in her thick hide.
Max unleashed another roar, but inside, she felt more like cackling as she feasted on their love and reminded ponies of their true place in the pecking order. Maybe going on a rampage wasn’t so bad after all. Being a changeling was awesome.
Hah! Run, little ponies, run!
She trampled through the compound at an uneven gait, smashing workshops, ripping up tents and scattering coals and embers from their fires. The cultists scattered at her approach, shouting and screaming for help. Disorganised attempts to regroup and repel her met little success, as those at the frontline usually faltered and turned tail the moment she got within grabbing distance.
Terror had never tasted so good. Spicy and savoury, it whipped her hunger into a frenzy that made feeding all the more satisfying, and she had plenty of opportunities to wrangle every last drop of it from her victims.
Sprouting hairy, segmented limbs from her back and waving them in their faces reduced arachnophobes to gibbering messes.
When she found a trypophobe, she only needed to turn her hide into a pockmarked mass of holes resembling grub burrows, each lined with glistening flesh, in order to petrify them with delicious terror and anxiety.
There was that one stallion who got all hot and flustered at the sight of her, though…
He only ran half-heartedly, and from the way he kept staring at her whilst squirming in her tentacles, incidentally wrapping themselves more tightly around himself, Max got the distinct impression that he didn’t actually want to get away. And the unusually filling harvest from him only cemented that notion…
Weirdo.
She dropped him and swept her gaze from one end of the encampment to another, searching for her real quarry. Incapacitated ponies lay scattered everywhere in various states of consciousness, and those who hadn’t yet experienced her hooves-on approach to feeding were busy cowering in whatever hidey-holes they found, or making a mad dash for the jungle through the barren clearing they’d made around the camp.
No sign of Galleon or his bodyguards, but then Max spied a small party making off with one of the sky wagons, towed by the few pegasi they had amongst their ranks.
Had Galleon snuck off on that? It definitely made more sense than simply going on hoof.
It shrank rapidly in the distance, and if she didn’t act soon, it could disappear into the lowest clouds or into the jungle below.
Max trampled through another storage shed as she lumbered through the middle of the camp in the wagon’s general direction, simultaneously reaching out with her mind to the pegasi harnessed to it. If she could just force them to turn around and tow the wagon back into her…
Touching minds from such a distance made her brain throb and her vision swim a little, but she was rewarded with a sudden dip in the wagon’s trajectory when she breached the minds of the two pegasi in question. Their terror only egged her on as she twisted and bent their wills to her whims, to turn around and—
Max heard the whoosh of a pegasus approaching at terminal velocity and barely had time to turn her head in its direction she saw a red, feathery missile whoosh past her face, immediately followed by the thump of something impacting the side of her head and the sound of shattering clay.
She screeched when liquid fire seared her eyes.
Hissing, she stumbled and crashed, turning more woodworks into matchsticks as she flailed around for a couple of seconds. After wiping away the burning pitch with a forelimb, furiously blinking her eyes which stung like Tartarus, she grabbed a pile of splintered planks and roared as she hurled them into Blizzard’s flight path as he angled himself for another attack.
Blizzard just barely evaded the projectiles, but before Max could follow up, she heard another pegasus approaching from her right flank.
She whirled around, swatting at the air with her clawed foot as she did so.
Quick as a fly, her attacker dove under her swipe and banked sharply, pumping its wings to climb and circle around for another attack.
Wind Shear.
The ancient Equestrian helmet she wore explained why Max hadn’t sensed her – probably another souvenir she’d brought along from the Arthraki city – and Blizzard had probably snagged the one Speckle had relinquished.
She had a spear, too, which she hurled straight at Max’s face upon reaching the top of her aerial arc. The steel head glinted in the sun’s rays as it corkscrewed towards her face, and it would’ve nailed Max right between the eyes had she been a second slower.
Unfortunately for Wind Shear, Max was still relatively nimble for her size, and the distance between them gave her plenty of time to estimate its trajectory. She sidestepped, then whipped her head and slammed her jaws shut on the spear just as it flew past. A couple of crunches, and she’d snapped it in half.
The rear end of the shaft then clattered uselessly on the ground whilst Max slowly turned her gaze upwards to give Wind Shear a silent, menacing glare. For good measure and bonus intimidation points, she swallowed the spearhead whole, and then spat out the remaining splinters from her mouth, all whilst maintaining eye contact.
You’ll need heck of a lot more than that. I’m a juggernaut, grub!
She felt a little giddy at the thought of AK Yearling putting that into the inevitable book. Oh yeah, I hope Daring saw that!
Meanwhile, Wind Shear stared at her for a moment, hovering well out of reach. Then, she smirked as she made an obscene gesture with a wing and yelled, “Hah! Rest in pieces!”
Wait, what?
Max tilted her head.
Come to think of it, the spearhead had looked a little bulkier than normal. And the longer she thought about it, the more it felt like she had an uncomfortable lump sliding down her gullet and into her belly…
Then, she noticed the empty satchel slung over Wind Shear’s shoulder. A thin, almost invisible trail of smoke wafted in the spear’s wake, leading up to the point where Wind Shear had first hurled it. The air smelled faintly of sulphur. A dry, papery taste lingered on her tongue, and white smoke puffed out of her mouth when she exhaled.
Her heart skipped a beat.
Oh, pluck me!
And then Max exploded.