Within minutes, Derpy Hooves found herself staring up at the imposing treeline of the Everfree Forest. Horrible stories about this place were practically a food group in the town of Ponyville. Even in her time as a comparative recluse, she'd heard the tales of strange weather, moving plants, and ferocious creatures that consumed those foolish enough to breach its borders.
Fluttershy stood amidst the wide tree trunks and waved to her hesitant companion. "Come on, Derpy!"
Derpy gulped. The line of foliage awash in verdant green looked inviting enough, but the stories filled her head with fear. "Really, Fluttershy? You're sure they didn't go out for a . . ." Wait, she thought. What is it that guys like to do? She pondered that for a moment. Oh, right. "A drink or something?"
Fluttershy shook her head emphatically. "I'm positive. Those two would never leave us unguarded, and this is the last place that Mister Beaverton saw them." She cast a worried glance into the woods. "They're not anywhere near the cottage, so they must have been attacked." She gasped. "Or maybe even taken." Fluttershy began to prance in place. "Who knows what's keeping them in there? We have to go after them, Derpy!"
Derpy raised an uncertain hoof. "But, I . . ."
Realizing that her body language wasn't doing her any favors, Fluttershy stopped prancing. She breathed in deeply and let out a slow exhale. "You know, there's no reason to be scared," she said with a fresh smile. "You'll be perfectly safe with me in there. I'm a lot tougher than I look."
Derpy's eyes narrowed. "I'm not scared." She most certainly was, but the idea of being somehow less brave than Fluttershy didn't agree with her one bit.
"Good to hear," chirped Fluttershy. She turned and trotted forth into the underbrush. "Stay close and try to keep up, okay?"
The path that Fluttershy cut through the towering trees grew dark and narrow within seconds. Overgrown trees with spindly claw-like branches leaned in from all sides. Light seemed to disappear between their interlocked branches. Inequine eyes peeked out from every shadow. However, none of this compared to the sound. All the twitter and buzz of spring in the fields of Fluttershy's homestead gave way to an oppressive silence here, as if nothing within these woods dared make any noise at all.
Derpy breathed in the overwhelming smell of pine and concentrated on the crunch of twigs underneath her hooves in an attempt to steady her nerves. It didn't work as well as she'd hoped, so Derpy decided to give voice to the thoughts drifting through her mind—the ones that didn't have to do with scary-looking trees. "You really care about them, don't you?"
Fluttershy continued on without looking back. "Um, about who now?"
"All of them," said Derpy. "Iron Will, Spike, your animals . . ."
"Of course I do! Why wouldn't I?"
"What if you get hurt because you care?" asked Derpy. "What if that's what's about to happen? Is it still worth it?"
Fluttershy glanced back with genuine curiosity in her cyan eyes.
Derpy bit her lip, suddenly aware of the awkwardness of her question. "To care that much, I mean."
Fluttershy smiled. "It sure is. If there was no danger in caring for others, then what would kindness be worth?"
That gave Derpy some food for thought, but a stray bit of her earlier resentment leapt to the fore. Isn't she still just lucky? Derpy wondered. What if things had gone bad from the beginning? What if she was alone?
"Um, why'd you leave yourself off the list?"
Derpy refocused her gaze. "What?"
A hint of blush appeared on Fluttershy's cheeks. "I care about you too, you know."
Derpy frowned and averted her eyes. "All I did was mess up, call you names, and hurt your critters." Her throat tightened up. "Why would you?"
Fluttershy turned her eyes up toward the evergreen canopy above. "You'll never make a lot of friends if you're always waiting for a good . . . reason." She stopped in her tracks and looked about. Her eyes widened. Her jaw hung ajar. "W-what in the world?"
Derpy saw it as well. A dead forest stretched out before them. Trees full of brown leaves, a carpet of rotting vegetation, and a dense fog were all that remained ahead.
"This can't be," whispered Fluttershy. "Not in the spring. Who could do this?" Tears welled in her eyes. "All those poor trees . . ." She lifted her head and raised her voice as far as it would go. "Iron! Spike! Where are you?!"
Derpy coughed on stagnant air that smelled of refuse, but lent her voice to the cause. "Iron!" she shouted. "Spike?!" Only silence answered her call. Derpy turned to shout in another direction and found herself staring into a gaping maw. It was one of several on the creature that stood before her.
Derpy froze. Her heart skipped a beat, and her vocal chords seized up. Standing before her was the living form of her nightmares. Its shape barely resembled that of a pony. Its black sludge-like skin oozed down its sides. Mouths full of teeth snapped and drooled from points all over its body. Derpy locked eyes with the creature. It had none, only twin crimson flames that burned in dripping sockets. Only one thought made its way past Derpy's abject fear: a single word, one she'd never before uttered in her life. Phage.
Fluttershy let out a sigh. "Maybe we should go further in. What do you think, Der— AAH!"
Her companion's shriek snapped Derpy out of her paralysis. She jumped back from the monster and bumped into Fluttershy, only to have her caretaker push back. Derpy soon saw why. The creatures, the sludge-beasts from her dreams, were all around them.
"W-what are they?!" Fluttershy asked in a shrill voice. "T-they're h-hideous!"
Derpy spied plates of golden armor underneath the black goo. She knew what they must have once been, and her mind reeled at the thought. "This can't be happening," she whispered. "I'm dreaming. I have to be! They're not supposed to be here!"
A thick tendril sprung forth from the nearest creature and lashed out at Derpy. It would have made contact if not for Fluttershy. Derpy found herself pulled to the ground by her friend's hoof and staring right into her eyes.
"I hate to be the one to say it," gasped Fluttershy, "but they look pretty real to me!" She pulled Derpy with her in a fearsome roll that sent the gray pegasus mare barreling across the forest floor. Derpy came to a skidding halt well outside the circle of sludge-beasts and watched as Fluttershy spread her wings, propelling herself into the treetops.
"G-good idea," stuttered Derpy as she spread her own. "We need to get out of here!"
Fluttershy, however, landed next to her and folded her own wings back. The look on her delicate face was one of stolid determination.
"What are you doing?!" Derpy exclaimed. "You can't fight them!"
"Fight them?" asked Fluttershy. She smiled. "Oh goodness, no. But Willykins and Spike are still out here, and these things might have something to do with it."
"Right," affirmed Derpy with a tug on Fluttershy's arm. "That's why we need to go get help! We can't do this on our own!"
Fluttershy's smile remained. "I couldn't have said it better myself." She raised her head and shouted into the still air. "KINDNESS!"
The rotten ground between the two ponies and the horde split open with a thunderous crack to reveal a cascade of rainbow-colored light. The sludge-beasts hissed and pulled away, allowing a golden necklace to rocket forth from the depths. The gap closed as quickly as it had appeared, and the Element of Kindness spun through the air, latching itself around Fluttershy's neck with an audible click.
The butterfly-shaped morganite gem at its center flashed twice. "READY."
Fluttershy looked down at the necklace. "Um, Crest Open please."
"OPEN UP."
The core gem receded and exposed the glittering innards of its golden crest. A whirlwind of pinkish light cascaded from within, wreathing Fluttershy in its glowing embrace. The engraved wings on either side of the center jewel split off of their own accord. They reshaped themselves into a pair of golden butterfly ornaments that ascended to Fluttershy's ears. As the curl in her mane straightened, the ornaments pulled aside two flowing locks and latched on, causing them to fall in front of her ears rather than behind. When at last the whirlwind ceased, Fluttershy's mane rested in a princess cut with a pair of sidelocks that nearly trailed the ground. One eye remained covered by her straightened bangs, but the other shone with an inner light—a perfect match for her serene smile.
Derpy simply gawked. "W-what's that gonna do? If you touch them then you'll—" The thought of ponies vomiting black sludge grabbed hold of her vocal chords. "You'll . . ."
Fluttershy shot her a questioning gaze. "Touch them? Why do you think that . . ." Understanding dawned on her radiant features. "Oh, I see. You're thinking of how Applejack uses Honesty, aren't you?" She smiled. "I'm different." Fluttershy turned to face the advancing sludge-beasts and assumed a wide stance. Her wings spread open, accompanied by the sound of her unmistakable voice.
"Those who are able, those I've made strong, stand now by my side, and right this awful wrong!"
The light of the Element's gem and that of her eyes strobed from left to right, resembling nothing so much as the rotating candlelit beacons on police wagons in Canterlot. And . . . nothing else happened.
Derpy's eyes drifted from Fluttershy to the sludge-beasts and back again. "Are you rhyming them to death?" she asked with a voice cracked by rising panic. "'Cause it's not working!"
Fluttershy's smile remained steadfast. "Go ahead and get behind me, Derpy."
Derpy did as she was told, feeling that she had little choice but to trust in her companion's confidence. As she ducked behind Fluttershy's wings, the ground shook beneath her. "Oh Celestia," she squeaked. "What now?"
Boom.
Boom.
Boom.
The quakes came one after another with the sound of distant thunder, growing louder and more powerful with each successive impact.
Fluttershy swished the tip of her tail around Derpy's hooves. "You're about to meet a very special friend of mine."
BOOM!
Fluttershy's friend was an ursa minor. Deadened trees parted before the towering beast with earsplitting cracks. Its form was that of a bear measuring several stories tall. Its coat was a perfect replica of the starry night sky. Its deafening roar pierced the stillness with the very essence of wrath. Even the sludge-beasts froze in place at the sight.
"Hi, Brutus!" Fluttershy exclaimed with the chipper joy of a cheerleader.
Derpy Hooves stared in slack-bodied awe as the massive creature stared at them with its yellowed eyes, each the size of a basketball. Drool and froth oozed from its copious set of fangs. Brutus responded to Fluttershy with a ferocious snort, but something about the ursa minor's expression carried the barest hint of subservience.
Derpy couldn't believe her eyes. Is that . . . gratitude?
Fluttershy pointed at the sludge-beasts. "Um, could you pretty please wipe the floor with them?"
Brutus needed no second bidding. With a fearsome bark and a teeth-chattering snarl, it bent low and swiped at their enemies. Claws the size of ponies ripped through the sludge-beasts, whose bodies squelched and clanged as they were torn asunder. Another blow followed, then another, scattering the foul creatures and much of the dead forest to the wind.
Fluttershy pumped a hoof skyward and flapped her wings back and forth. "Go, Brutus, go!" she cheered.
In spite of her overwhelming sense of danger, Derpy Hooves found herself quietly joining in. "G-go, Brutus."
The sludge-beasts fell one by one to the ferocious assault, yet they simply stood in place as if nothing were happening. However, when it came time for the last few survivors to receive the business end of the ursa minor's rage, Brutus's attacks came to a sudden halt. The claws of his right paw were stuck in one of the creatures.
"Come on, Brutus!" exclaimed the enthusiastic Fluttershy. "You can do it! There's nobody stronger than you!"
Brutus roared in frustration and pulled with all its gargantuan might, but the sludge-beast's hold on his paw rooted him to the spot. Without warning, remains of the scattered former knights exploded into gross blossoms of swirling black tendrils. They latched onto Brutus's skin wherever they could find purchase, further anchoring him to the spot and pulling him earthward as they expanded their grip.
For the first time since she'd summoned her Element, Fluttershy looked uneasy. "B-Brutus?"
The ursa minor roared in dismay. With one last shudder of resistance, he plunged to the ground. The force of his titanic body's impact shook the leaves from the trees. A cascade of red and brown color fell all around the combatants, as a net of oily blackness cast itself over Brutus. He roared again—this time it resembled a cry for help.
"Oh my goodness!" Fluttershy gasped with one shaking hoof held to her mouth in horror. "Oh goodness, no!"
Derpy knew why her companion shook. She was quite familiar with it—the need to act colliding with sheer helplessness.
Brutus managed one last bellow before the black sludge plunged into his mouth. His eyes had turned to solid red orbs of sheer panic, and very little of his brilliant coat remained visible through the expanding blackness. With a sputtering whine and an explosive bang, his eyes burst into crimson flame. His own mouth closed forever, sealed shut by the warping touch of the sludge-beasts. New mouths full of jagged fangs opened up everywhere on his oozing skin. His claws splintered, tearing themselves apart to form warped, evil-looking blades. More of the same sharp-edged bones sprang up between his numerous maws. And, as what had once been Brutus lifted itself off the ground, golden plates of royal knight armor surfaced from the sludge, completing the horrific picture of a towering abomination wielding all the implements of the lives that composed it.
Ice water ran through Derpy's veins as she watched the conjoined monstrosity thrash about. Her mind had a name for this too. Amalgam, Derpy thought in sheer terror. Phage Amalgam.
Fluttershy touched a hoof to the jewel of her Element. "Brutus?" she whispered.
The Amalgam let out a warped scream from its many mouths, the sound of flesh defiled and life desecrated. It swung out at the two ponies with the wicked bone-blades of what had once been Brutus's arm. The appendage extended far beyond its previous physical limit in pursuit of its prey.
Fluttershy reacted fast. She grabbed hold of Derpy and spun the both of them out of harm's way in a dance-like evasion that, unfortunately, brought their backs up against a precipice. Derpy looked over the edge and suffered momentary vertigo. In the fading light of sunset, she couldn't even see the bottom.
"What do we do now?!" Derpy exclaimed.
Fluttershy took in shallow breaths and fought the tears welling in her glowing eyes. "We . . ." She gulped and steadied her grip on Derpy's shoulders. "You're gonna run for it."
Derpy's heart sank in her chest. "Just me?" The thought repulsed her. "No! We'll go together! I don't wanna go alone!"
Fluttershy's gaze grew stern. "I can't . . . No, I won't let this happen to poor Brutus!" She tensed up as she witnessed the Amalgam begin to move. "Get your wings ready."
"No!" Derpy shouted back. She pulled away from Fluttershy, but the superequine strength granted by her Element made premature escape an impossibility. "I don't wanna go alone!" At the sight of the advancing black terror and the determined eyes of her caretaker, Derpy's defenses dropped completely. "I don't wanna lose you, Fluttershy!"
Fluttershy sensed that it was now or never. "Fly, and don't look back!" she shouted. Then, with one swift push, she sent Derpy Hooves careening over the cliff. The Amalgam lunged for the kill.
Derpy's wings locked up and she plummeted through the air with one hoof still outstretched toward the receding cliffside. She opened her mouth to cry out the name of her protector, to wish with the sheer force of her vocal chords that what had just transpired was not so. However, the back of her head connected with a tree branch. The branch splintered into pieces, and the unconscious Derpy Hooves fell into the darkness below.
~