I started the guard exam today. It wasn’t hard, but it was... different than I expected. There were more ponies than I thought there would be. They crowded about fifty of us in one room of an office building at the very end of Alver Street, gave us some liability waivers, and left us to sign them for an hour.

It turned out there was a written exam mixed in with all the waivers. A basic intelligence thing—literacy, mathematics, logical thinking skills. I finished in a half-hour and sat around inspecting at the other entrants.

On the whole, they were an impressive bunch. Joining the Guard is an honor—they won’t let just anypony in. Those who pass the entry exam are trained by the guard for another two years, then re-tested. If you pass, you’re expected to work for a minimum of six years, during which food, housing, and expenses are covered by the crown, in addition to a moderate salary. And that’s nothing compared to the social capital that comes with Guard work.

That prestige doesn’t come without price. The Guard is only for the smart, the strong, and the brave. It’s expected that you’ll have significant experience before you even sign up. I heard one of the applicants telling another that a bunch of the instructors from the examinations even offer a six month long training regimen, for a price. They say it’s a lucrative business. Apparently half the new recruits end up their debtors for the first few years.

Thank Celeste the sheriff spent so much time training me. A few hours a week add up, after a year. I never had to be worried about not being able to pass.

A bunch of the other applicants did, though. I could see them sweating from across the room. But the nervous ones were in the minority. Most of the entrants looked like they really meant business. They also, most of them, looked small. For some reason, there were hardly any earth ponies there at all.

In most other ways, it was a pretty balanced group. A wide age range, mostly gender-balanced, an even ratio of unicorns to pegasi, but there were few earth ponies. Besides me, there were only two. We stood out.

Not that it mattered for long. After the hour was up, they called us, ten at a time, to come through a doorway in the far side of the room. They lined us up in a dim hallway and left us waiting for a while. I heard the other applicants whispering to each other in the dark.

Then, suddenly, the floor dropped out from beneath me. I fell about ten feet, then found myself lying at the bottom of a small steel cage. It made for a rough landing, but I got over it. It took me a second to get my bearings before I could figure out what was going on.

I found that I was in the corner of a poorly lit corridor, in a container made of wire mesh. There was a lock on the outside, and I saw keys sitting on a table down the hall, but they were much too far away to reach. I took a second to try and force the door open, but ended up just kicking my way out. It takes a lot more than some flimsy wires to hold an earth pony.

Crawling out of the twisted, broken cage, I walked out into the hallway and found a steel door and a passageway blocked by metal bars. At the end of the hall, the ceiling rose, and from the ceiling hung a cord attached to a trap door. I checked the passageway first, but couldn’t see what was down it, save for a torch and a metal lever jutting out of the wall on the other side of the bars.

Then I tried the door. An iron rung ran the width of the door, a foot below the floor. I leveraged my back hooves beneath it and bucked. It took some muscle, but the door lifted, sliding into the ceiling and revealing another corridor. This one was better lit, and at the other end was a door just like the one I had entered through.

I walked over and lifted it, and at first it gave just like the other. Yet as soon as it rose a few inches off the ground, the frame let out a mechanical click, and the door grew heavier. I lifted it a bit higher, and it grew heavier still.

Still, it wasn’t much of a problem. Years and years of lifting hay bales strengthens your back. I lifted it a foot before I even broke a sweat. After that, it started to get challenging. The weight would increase every inch, rather than every few. By the time I got it up to chest height, it was twice as heavy as it had been at my waist.

At neck-level, I gave. It dropped a half-inch, then jammed. I ducked under it and found myself standing outside, in a cleared lot behind the building. A bunch of other applicants had already emerged as well. They stood around, talking among themselves about what had just happened.

From what I gathered, we’d all had one common experience—the wire cages. The earth ponies were supposed to tear their way out as a test of strength. The stronger pegasi could do the same, but for them it was intended to be an intelligence test; the lock on the latch of the cage was supposedly easy to pick. By plucking a feather and using it to press a pin in the lock, any intuitive pegasus could get out.

For the unicorns, it was a test of magic, like everything else. From teleportation to telekinesis, there are probably a million ways those bastards could get out of a cage. There were certainly more of them out here by now than anypony else.

The first doors had been meant to separate us by race. The earth ponies took the heavy door, unicorns the bars and lever, and pegasi the the trap door. I never found out what happened to the other races after that. Apparently the trial for the earth ponies was meant to give the instructors a chance to gauge our strength. According to one shrimpy little unicorn, the examiners would record the height of our doors, and factor that into our overall exam score.

On the other side of the lot, a stallion I hadn’t noticed before approached us. He was a tall, bald unicorn, heavily bearded, with dark red fur. He crossed his forelegs, and I saw that they were covered in sculpted muscle. He cut an impressive figure. This was the first senior guard I had met in my life, and I was glad to see he lived up to the Guard’s reputation.

For a while, he just looked us over, intermittently checking his watch. When enough time had passed, he finally spoke. “I am your instructor, Captain Minos. The first trial is finished. I’ll be leading you to the second,” he said. His voice was deep and booming. “But first: all pegasi present, form a line in front of me.”

“Yes, sir!” they said in unison, and did as they were told. They strode past him, one by one, and he bound their wings so that they couldn’t fly. Next, he had the unicorns come forward, and he clapped all of their horns in silver clasps. Finally, he called for the earth ponies. The three of us stepped forward. The Captain stared at us.

“Three? I didn’t think there would be that many,” he said. Unshouldering a large, black saddlebag, he dropped it to the ground before us. It shattered the concrete when it landed. “Good thing I brought the extra weight vest.”

The three of us dug into the bag and put on the vests. I couldn’t tell how heavy they were, but they must’ve been over a hundred pounds. I was impressed that Minos could carry all of them so easily.

“If you remove your restrictions, you will be disqualified,” he told everypony. “If you fall behind, you will be disqualified. If you impede another applicant, you will be disqualified. We’ll be watching. Now, follow me.” And with that, he turned and trotted away from us.

All of the recruits around me galloped along behind him. I followed. When we turned the corner, the instructor sped up, breaking into a sprint. The pegasi in the group didn’t have trouble keeping up, but most of the unicorns—and all of the earth ponies—were pushed to our limits. We followed the Captain down a long, meandering road headed out of the Underbelly. It wasn’t until we reached Luna’s opening that we slowed down. I don’t know how far it was, but it felt like miles.

Minos slowed to a trot as we crossed a bridge over the Equestrian River, and I threw up over the hoofrail. Earth ponies like me are built for stamina, not speed. Still, I had kept up. Only one of the other two earth ponies had. The weight vests made it difficult. When we emerged onto the grassy hills to the north of the city, I saw that many of the unicorns were gone too.

The Captain stopped and rounded on us. He congratulated those who had made it, and announced that anypony who caught up at that point was disqualified. Two of the applicants who had just reached the rest of the group cursed and slunk away. Walking, he led us around a hill and into a flat stretch of land, covered in elaborate structures made of wood and rope.

I realized it was an obstacle course just as the Captain announced that it was our second trial. We went through it one at a time, Minos timing us as we went. I was one of the last to start, luckily, so I got the chance to breathe before the second trial. Even better, the obstacles weren’t nearly as difficult as the sprint to reach them. I passed with ease.

When everypony after me had finished, he rounded up the remaining applicants and told us all to take an hour to rest while he sifted through the results of the previous trials. He instructed us not to leave the course grounds, and recommended that we use this time to prepare for the next phase of the examination.

I borrowed a pen from another applicant, and sat down to write in my journal...

“...and then the spider from his dank hole
nervous and exposed
the puff of body swelling
hanging there
not really quite knowing,
and then knowing-
something sending it down its string,
the wet web,
toward the weak shield of buzzing,
the pulsing;
a last desperate moving hair-leg...”
Charles Bukowski, Death Wants More Death

Rose could tell Orion was uneasy. She glanced at him as they walked and saw that behind his high collar and blank stare lay an uncharacteristic restlessness.

“So, how is it being back down here?” she asked him, gesturing around at the dim streets of the Underbelly.

On the other side of her, old Captain Minos glanced down at the two of them from behind his massive grey beard. A pensive expression crossed his wide, square face.

Rose’s brow furrowed; she hadn’t sensed anypony tailing them. She glanced around as subtly as she could, but didn’t see anything.

“Rooftop, 7 o’clock,” Minos cut in. Of course he had noticed it too. The old stallion probably put out an arcane field so large he could track everypony in the city block.

The Captain shook his head. “No. Just a Syndicate watchdog. He’s got the octopus tattoo on his left foreleg.”

Rose cocked an eyebrow. Even in his old age, Minos’ perception augmentations were still stronger than Orion’s. She would have loved to see him at his peak. It must have been something to see.

“Should we tell the rookies?” Rose asked, gesturing to the three trainees who walked before them. They were a group of fresh recruits in the Excelsior program, a branch of the Guard dedicated to training the most talented ten percent of each year’s boot camp graduates. Those who managed to finish Excelsior training would have the opportunity to become a part of the Guard’s Special Operations division.

Rose and Orion were already halfway through their six year long training with the program. For the past year, they had been working under the mentorship of the once-legendary Captain Minos. The Captain led squads of five trainees through assignments that were too dangerous for the regular guards, but too menial for the full fledged duelists from Special Operations.

Tonight, their assignment was especially mundane. An anonymous tip about illegal amateur dueling activity on Alver Street had come in. Since the tipster said it wasn’t Syndicate-related, the Guard had opted to actually do something about it. Not without qualification, of course. They had only sent half of Minos’ full squad, opting to replace the rest with rookies in need of training.

“Bet you three bits I can take him out without the trainees even noticing,” Minos told her.

They bumped hooves and he stopped walking. He stooped to pick up a rock. Just as his muzzle touched the ground, a crossbow bolt whistled through the air. It zipped over his shoulder, and Orion, in a movement so quick her eyes could barely follow it, plucked it out of the air. He glanced curiously down at its tip, then in a smooth motion snapped it off the shaft.

At her left, Minos stood, holding the rock between his teeth. A golden aura formed around his horn, then enveloped the stone. The Captain closed one eye and squinted at the archer in the distance. Rose noticed that the veins in his neck and jaw stood out as he clenched the rock. His mouth opened. The stone exploded into the air. In the distance, the archer’s head jerked, emitting a cloud of blood, and he went limp.

The Captain was one of the most highly skilled elementalists in Canterlot. A geomancer, to be specific. Of the seven types of advanced magic, elementalism was one of the most straightforward. Minos could move massive amounts of mineral aggregates by building that ley lines naturally released at their endpoints, then imposing his will through the magic onto them. He had told her once that it was easier than telekinesis.

I think to myself, ‘rock, move.’ I release the magical buildup, and it just... happens. It only works with rocks. Nothing else just naturally responds like that, he had told her.

His geomancy was effective, but apparently not quiet enough. The trainees had been walking several meters ahead of them, and now the middle one in the group, a slender, attractive unicorn turned to look at them.

“You owe Rose three bits,” she told Minos. Her hazel eyes met Rose’s, and her heart sped.

She looked over the light orange mare, eyes flitting over her sleek red mane, perfect teeth, and petite muzzle. Rose would have to make sure to chat her up once the job was done; she was a sucker for young, pretty duelists. And from what Minos had told her, Autumn was also promising guard.

According to him, the new unicorn was already qualified to replace the Oracle they usually worked with. Though she could perform no Oracle spells, she had advanced her aural enhancement spells far beyond the norm. With her magic active, she could pick up a pegasus’ hoofsteps from a miles away. And pegasus hoofsteps were very, very quiet.

Hopefully, it would mean she could also pick up the sounds of any illegal duels. Of course, given that this was Alver Street, there were no guarantees that there would only be one within earshot.

As if reading her mind, Orion spoke up beside her. “You know, I can’t figure out why the Guard would care about this duel. It’s the Underbelly—there are probably others going on right at this very moment, anyway. And honestly, that’s the least of this place’s problems.”

He gave a meaningful glance around their surroundings. In the past two blocks
they had come across two stores openly selling every manner of semi- and illegal drug on the market, three brothels, a casino, twelve merchants loudly advertising stolen goods, two prostitutes loudly advertising their own goods, and a tiny gang of street children who had made an ill-advised attempt to pick Minos’ pockets. Not to mention the countless Syndicate drones skulking around the edges of the small groups of Alver Street patrons.

“Because the tip came straight to the Sergeant,” Minos answered. “He looks good if we bust somepony tonight, and like an idiot if some scouts find a dead duelist laying around here tomorrow. But of course he’s not going to send in a real Special Operations squad on one brawl in the Underbelly.”

“Besides,” Rose pointed out. “It’s good training! Especially for the recruits.”

Orion snorted. “Yeah. Good for them. I hope they enjoy it, because they’re not going to see the field again for another two years.”

It was no secret that Orion hated the Excelsior program. In his opinion, trainees were given far too little field experience, and not enough time to work on developing actual dueling spells. He was constantly bemoaning the ever-rising number of hours Excelsior recruits spent working indoors, reading and memorizing magic theory and dueling case studies. And ever since a near-death experience on his first field assignment during the end of his second year, he had become particularly vocal.

“And you wouldn’t want to discourage the rookies,” Autumn cut in from a ways before them. The other two trainees, both pegasi, turned to look at her.

“What?” one of them—whose name Rose couldn’t remember, though she was sure it started with a ‘C’—asked her.

“Don’t worry about it,” Autumn said. Suddenly, she stopped walking. “Hold on a second,” she said.

Eyes wide, she stared into space, long ears twitching. A moment passed as the squad stared at her, frozen in anticipation. Rose even caught herself straining to listen, though she knew it was pointless.

Finally, Autumn spoke. “There’s a conversation going on way down the street, outside the Cabaret. They’re talking about tracking two targets. I think one of them is an assassin. I think it might be related to the tip.”

The other pegasus, a tall, dark green stallion, spoke up. “We’re supposed to be on the lookout for a duel, not a hit.”

“Yeah, but I’ve been doing some thinking... Unless this duel is for sport, how did the tipster know when and where it was going to go down? Outside of the underground gambling rings, there aren’t many duels that get planned in advance. One of them said the target is a unicorn. What if she’s a duelist?”

“The assassin might get sucked into a duel. So, maybe somepony’s trying to crash a hit?” Orion asked.

Autumn shrugged. “I don’t know yet, it’s just a hunch. But they said the targets were at Founder’s Lodge, and that’s on our way, anyway. We might as well look around when we get there. Even if it’s totally unrelated, we might still save two people from a hitmare.”

“Maybe,” Orion said. “But if we get distracted saving these two and miss the duel, we fail our assignment. You three are just starting out, but I’ve got a perfect record that I don’t plan on losing. What do you think, Rose?”

“I want to save those ponies! Who cares if we don’t complete the assignment? Let the duelists kill each other, I’d rather save two innocents than break up some fight.”

“What we do is my call. And I say we head for Founder’s Lodge. We need to know more about this hit—if the target’s a duelist, this could be our chance. We’ll poke around by the Lodge and see what we turn up. And Autumn?”

“Just two. The targets. Summer Dew, a unicorn, and a pegasus called ‘Roads.’”

“We know that pegasus,” Rose said. “We met him out on the training pitch earlier today.”

“He came out onto the field while Orion and I were sparring and asked us for a bunch of dueling advice. It was strange though—he could use magic!” Rose told him.

Orion nodded. “He was a copy duelist, but not a very experienced one. Knew a bunch of theory, but obviously wasn’t trained.”

“Looks like we’ve found our illegal duel then,” Minos said. “This pegasus must know he’s being targeted. That was why he came in looking for help.”

Minos shook his head. “I doubt it. If he wanted the Guard to deal with it, he would
have just told us there was somepony looking to kill him. And if he wanted to deal with it himself, he wouldn’t have called in the tip—and he especially wouldn’t have framed it as a duel. In a case like that, both parties would be prosecuted rather than just the assassin. Somepony else is setting them both up to fail.”

They were now just a block from the Lodge. “We’re going to tell them that there’s an assassin coming after them, right?” Autumn asked.

Orion frowned. “I don’t see any reason to. Let the assassin make her move. When she comes out into the open, we’ll ambush her before she ever has the chance to touch the targets.”

“I don’t see why not,” Minos cut in. “Unless you doubt our ability to keep the targets safe.”

Rose scratched the back of her head. “Your call, boss. But I still don’t like it.”

“Because I just heard the assassin touch down on the roof of that tenement house,” she said, gesturing to a dilapidated grey-brick building across the street. She glanced expectantly at Minos.

“Let’s head in, then,” he said. “We’ll have to take it slow, though. If she suspects someone’s after her, she’ll fly off and lose us.”

The squad crossed the street and entered the building. They glanced around the lobby. The floor was adorned with torn, faded carpeting, and what had once been a varnished wood siding was falling apart, pieces of which were strewn about the room. A receptionists’ desk sat at the far end, unoccupied and dusty. There was a stained brown couch in the far corner, atop which was an unconscious earth pony who reeked of gin and vomit.

Orion frowned. “I’d bet ten bits that’s a factory worker on that couch.”

“Gin. That’s what they sell around the mills. That brand’s the cheapest around, and on a factory salary, you can either buy enough of that stuff to ease the pain from overwork, or pay your rent.” Orion gestured to their surroundings. “That’s probably how he ended up here.” He scowled. “The mill owners are a bigger threat to the Underbelly population than amateur duelists could ever be. Not that the Guard will ever send anypony after them.”

They crossed the room, directed to the ‘STA RWELL’ by a tattered sign. The group crept up the stairs, stopping every so often so that Autumn could listen more closely. It seemed her hearing was somehow impaired by movement.

“She’s talking to someone,” Autumn said when they were halfway to the roof. “It sounds like... another assassin?”

“No,” Minos said. “I want to know as much as we can about what’s going on here. And if she has a partner, it’d be convenient to catch him in the stairwell.”

Rose nodded. The group all waited around her, save Orion, who crept silently up the stairs. Rose glanced at him. There was a strange expression across his face, a look of horrified curiosity. Her brow furrowed.

She’d only ever seen him like that once before. He had been lucky to survive that day.

“I don’t think that they’re working together,” Autumn said slowly. “I think they’re the ones who are about to duel!”

A ripple ran through the squad. The duel wasn’t with the target? Why was there somepony carrying out a hit on the assassin? And who had known about it?

The pegasus—whose name Rose only then remembered was Cloud Flutter—rushed up the stairs, intent on stopping the duel before it began. Before Flutter could pass him, Orion flung out a foreleg. The unicorn turned and shook his head. Pressing a hooftip to his lips, he continued his slow progress up the stairs.

Rose glanced at the Captain. He was silent. Probably letting Orion take command on this easy assignment, to evaluate his leadership capacity. In the next two years, their seniors would be looking to see who could head real squadrons, and who would be assigned supporting roles. She let Orion take the lead. Being responsible for the lives of an entire squad wasn’t a burden she intended to carry.

Minos noticed her gaze and gave a slight nod, heading up the stairs himself. She followed alongside him. As they ascended, they heard scuffling noises coming from the roof. The three trainees strained forwards, emanating a palpable urgency.

Suddenly, Rose felt why Orion had slowed them. There was something very dangerous up there. Her lines prickled in response to a large, dense arcane field coming from a floor above them. When they reached the door, the Captain stood before them and rested a hoof on the knob.

“There’s a mage up here. If they both give us trouble, I want you to focus on the pegasus. Leave the other to me.”

All of them nodded, save Orion. Something moved in the corner of Rose’s eye. A grey mist emanated from the underside of the door. On the other side, they could hear someone talking. Before Rose could say anything, the Captain swung open the door and stepped through.

“Dammit, he was right,” Orion cursed. Rose assumed he was talking about the tipster.

She frowned. He hadn’t needed to say anything; she was already building her magic. Closing her eyes, she let out a slow breath, her mind instinctively following the steps to spellcasting. Exercises of strong will and focus stimulated areas of her brain that converted electrical signals into aetonic energy transmissions. These transmissions were picked up by her ley lines, carrying two expressions of her will.

The first halted the flow of arcane energy at the ends of her horn, causing energy to build there instead of being released passively into the air. This would allow her to generate potent magical fields at these points. The second traveled along her entire body’s ley network, spurring it into faster flow at the expense of the ley reserves built up her body tissues. The excess power was then directed towards her blocked ley exit point.

The aura around her horntip expanded, traveling down its length towards her head. She opened her eyes, bringing fully into mind—to the exclusion of all else—one complex statement of will. It was a statement not of words, but a projection of her imagination and determination.

It pounded through her ley lines, conducted through them along channels that had been shaped by a lifetime of training. When she felt it pulse into her forehead, she allowed the magic to be released just as will and energy came together. The result was a torrent of air that emanated from her horn for a brief moment as she swept it in a wide arc through the fog.

Though she was an enchanter by nature, she had, out of curiosity, developed a weak capacity for basic elementalist spells. With extreme focus, she could force streams of air to move at her command. Though it would never be enough to damage an enemy, it came in handy, every now and again. And besides, it had only taken her four months to learn.

The pillar of air swept across the rooftop, taking with it most of the smoke. As it cleared, they found themselves face to face with the two duelists. One was on the ground, trembling, wing wrapped in a strange material, and the other...

The other was a monster. His wide mouth hung slightly open, exposing pointed teeth, emitting a throaty rasping, as though he were struggling to breathe. The unicorn stared at them, head twisted at an odd angle. He stared at the Captain. The colt took a few steps backward, heading for the edge of the roof. Orion advanced on him.

Behind the pale colt, a huge, black-clothed earth pony pulled himself over the parapet and darted into his path. Rose felt the Captain tense beside her.

“Bastard,” he said to the earth pony. “What the hell are you doing here? You weren’t supposed to come back, you swore!”

Rose’s eyes widened. How did Minos know this pony, and what the hell was he doing here? And, more importantly, why could she sense that Minos was afraid of him?

The earth pony said nothing. Rose stood, staring at him, mind racing. Was this the tipster? Another assassin? The pony who had hired one or both of the other two? For all she knew, he could be all three.

Her eyes shifted to Nephis. From the magic he was giving off, she could gauge how much ley energy he had left after his attack on the pegasus. His reserves were much larger than hers, and probably Orion’s as well. Yet it was the earth pony Minos was afraid of—he’d barely paid the unicorn a second glance.

She realized that if both the earth pony and the unicorn were hostile, the entire squad could be in trouble. Though they appeared to outnumber their foes, it was already evident that the trainees wouldn’t make a difference in a fight. Adrenaline flushed through her veins as a ripple of anxiety made its way through her stomach.

Instinctively, she activated her augmentations, feeling a wave of energy pass behind her as Orion did the same. As soon as her perception enhancements took hold, her eyes picked up micro-adjustments in Nephis’ muscles that told her he was about to move. His center of gravity tilted to the right, and by the time he took his first step, Rose was already braced to chase him down.

Then, he took off. He was fast, faster than her. By the time she took two strides, he was already clambering over the parapets.

“Orion, Rose, take the rest of the squad and follow that unicorn,” Minos instructed them. “I’ll handle the situation here. This one’s a guard-killer,”

He hadn’t needed to say anything. Orion was already moving, and so was she. Her eyebrows furrowed as she galloped across the rooftop. By calling out their names specifically, the Captain had put them in charge—and now they were responsible for ensuring that all of the trainees made it back intact.

As she approached the parapet, she slipped her hoof into her pocket, drawing out a small, oval seed. She gathered energy into her horn, preparing to cast another spell. This one, a simple growth enchantment, would infuse the seed with her ley energy, allowing her to guide the rapid development of the resulting plant. In this case, the plant was a rosa demascena, her favorite species of rose.

Before her, Orion simply dove off the roof. The building was only three stories tall; with his strength enhancements, he would barely notice the drop. He was soon followed by the pegasi, leaving only Rose and Autumn.

Rose clapped her hoof against the parapet, unleashing the spell, and the seed rapidly sprouted into a thick, green vine. Despite the situation around her, her chest lifted slightly as the vine quickly grew around the parapet, digging into the stone with enchanted roots. Damasks were hearty, thorny, and utterly beautiful, and she loved leaving them around the city for people to admire.

The vine swung over the edge of the building and swiftly grew to reach the ground. After swinging her body over the ledge, she slid down it to the alley below, the thorns on the stem bending away and receding so that they did not cut into her hooves. Autumn followed, and the pair of them turned to see Orion and the pegasi racing around the corner, where the path met the street.

Rose sprinted after them, shifting her energy further into her agility augmentations, speeding up as much as she could without losing Autumn. As she rounded the corner, she caught sight of Orion standing near the curb, peering down into a five foot wide hole that appeared to have just been torn out of the street. He looked up at her as she approached.

“The unicorn escaped down there. Both pegasi flew down too, neither’s back yet.”

“We’d better get down there, then. I doubt he could already be out of Autumn’s hearing range,” Rose said.

Orion nodded, and the three plunged into the darkness, dropping into what they found to be a small passageway that was part of the Underbelly catacombs, a massive network of underground tombs created from what had once been limestone mines. The mines had once provided the ore necessary to build much of Canterlot. After they were depleted, Celestene monks purchased and re-fitted the empty mines. It was here that they to put to rest the bodies of the massive lower class who could not afford to be buried in the graveyards outside the city. Even for the dead, sunlight was an expensive commodity.

The three realized this when, looking around, they found that the small shaft of light let in by the hole in the ceiling exposed rows upon rows of pony bones fixed into the mortar supporting the cave. Rose looked around in horror. Until now she had never truly realized what the word ‘ossuary’ truly entailed.

She tried to suppress her revulsion. Though her surroundings seemed macabre and grotesque, she knew that to Underbelly residents, this was a sacred place. A burial ground for countless ancestors. To have their skeletal remains stored here was the highest amount of respect the Underbelly residents could afford.

Out of the darkness walked Flutter, looking shaken, a strange expression on his face.

“We lost the unicorn. Well, I lost the unicorn. We were right behind him when we went down the passage, but as soon as it got dark, he was just gone.”

Autumn glanced behind him, into the darkness of the tunnel. “Uh… where’s Skysong?”

Flutter shook his head. “No idea. I called for him to turn back with me. When he replied, I could hear that he was right in front of me. He said he was coming, I turned back and started walking. It was only later that I realized he wasn’t right behind me.”

Rose and Orion glanced at each other. Her face darkened. Had they lost a trainee already? So soon after leaving Minos?

“Both,” she replied. She pointed off into the ossified passageway. “They’re together, about a hundred yards in that direction. Both are still breathing, neither are moving.”

A blue glow formed around Orion’s horn, faintly illuminating the passage before them. Rose did the same, adding a bright yellow aura that painted their surroundings a sickly green. Flutter glanced at Autumn, but before he could say anything, she pre-empted him.

“My magic isn’t strong enough to give off much light,” she said. “It wouldn’t be worth it.”

That was good enough for him. With Orion leading and Rose bringing up the rear, they made their way steadily down into the skeletal passageway. As they walked, the floor began to slope downwards, and after some time entered a small sepulcher. Due to the low light, they only slowly realized where they were, as suddenly the walls widened and the ceiling heightened. Orion let more energy build around his horn, and they found themselves surrounded by skulls.

The crypt was shaped as an irregular semicircle, and the entire curved section of the wall was created out of stacks and stacks of long-bones. Somepony had embedded lines of skulls into it to create perfect geometrical shapes. At the center of the semicircle sat a basin on a stone podium, situated between two limestone pillars. Reassured by Autumn that the other two were still not going anywhere, they moved through the room.

Rose looked over the skulls, still trying to reconcile her burgeoning horror with her recognition of this as a sacred space. If only the Celestenes had allowed the practice of cremation, there would be no need for places like this. Just neat little boxes of ashes in neat little urns, none of this walls-made-of-skulls business.

Orion and Flutter weren’t quite as concerned. They had made their way over to the basin, and were now peering over it. Orion leaned over the surface of the liquid and inhaled.

“It’s some kind of lamp oil,” he observed. He stretched his glowing horn out over the basin. “I don’t see any wick, though.”

Flutter rummaged through his pockets and drew out a pack of matches. “Wanna light it anyway?” he asked.

Flutter struck a match and tossed it into the pool of oil. The surface lit, sending up a column of flame and flooding the room with a bright, warm light. Something in Rose settled; it looked so much less sinister in here without the nauseating green. Yet there wasn’t much time to appreciate the change.

“They’ve moving,” Autumn said. “Not very fast, but I can hear one of their hoofsteps.”

So the unicorn was carrying off their comrade. Rose frowned. That did not bode well.

Orion rolled his eyes. “Ever the optimist,” he muttered. He jerked his head sideways, towards the exit. “Alright, let’s go get him back,” he said.

They set off through the opening at the side of the room, and found themselves in a passageway so narrow, they were forced to rear and turn sideways to make their way through it. After shuffling along for what seemed like an eternity, the walls finally opened again. A few feet down, the tunnel split into three branches, one leading off to the left and upwards, the two others down and to the right. Flutter and the two magi turned to Autumn for guidance.

She closed her eyes, listening for a second, then pointed them down the rightmost passageway. It was not only the steepest slope, but also lined with ribcages. Wonderful. For a while, they made their way into the bowels of the catacombs, when the floor leveled off again, and Autumn suddenly stopped them.

“I can hear things… moving, all around us all of the sudden. I can’t tell how many, but it’s a lot. It’s like they were all staying perfectly still until we got to this room, but now…” she shuddered. “There’s this skittering, like they’re bugs, but some of them are too large for that. At least, I hope they’re too large for that.”

Orion closed his eyes. The arcane buildup around his horn had been steadily developing a second layer of aura as they slunk through the ossuary. He took a deep breath. For a second, he stood stock still, in perfect focus. He exhaled. The second glow expanded, and the four of them were now able to just make out the walls and floor.

It was all clear. Nothing around at all. Orion glanced at Autumn. “Could it just be rats or something running around in the tombs?”

“He was moving while we were, but now he’s stopped. Something about it isn’t right. It seems like he only moves when we do.”

Rose’s brow furrowed. It seemed obvious now that the unicorn was using some sort of Oracle-like ability. But how, then, did he take down that mare...? From the looks of her, she was better armed and more experienced than that boy. If a mare like that had attacked somepony like Autumn, there would have been no contest. So, how could a unicorn—a colt, no less—have the combat magic to take her down, and the tracking magic to know their exact movements, in the dark, from hundreds of meters away?

There had to be an accomplice. Few unicorn could specialize in two completely different fields to that level of effectiveness. So, that meant that the unicorn had to have—

Dammit. Beaten by a half a second by Orion. Though they were fast friends, he was also her greatest rival. Dueling, paperwork, classwork, chess, sports, anything that could be turned into a competition, was. And from the look he had shot at her when he said that, he had just scored a point. He was going to be personally responsible for Skysong’s rescue, if he could manage.

Orion nodded, and they set off at a brisk pace, navigating the now-visible twists and turns with Autumn’s guidance. Yet every time they began to catch up with him, his pace increased, so that they never could quite close the distance. It wasn’t long before Autumn and Flutter had reached their capacity. The squad slowed again and, according to Autumn, so did the unicorn.

“I could separate from the rest of you and leave a clone in my place. I’ll shift my energies to my agility enhancements and catch up to him,” he whispered.

“How would you find him in the dark?” she whispered back. It had occurred to her that if the enemy had an Oracle with him, he had most likely heard everything they had said so far.

“As we’ve sped up, he’s been forced to put out more ley energy to compensate. The arcane field he’s releasing is now at the edge of my own.”

Rose stared. Orion had vast ley reserves, and when his magic was highly active, any skilled unicorn within fifty meters would feel his presence. Spellcasting, like any other application of energy, was not perfectly efficient. Just as the kinetic energy of a moving billiard ball on a pool table was sapped by friction and converted into heat, so too would spellweaving—and even the building of magic before casting actual spells—give off ‘passive’ arcane energy. Passive though it might be, it was still bound to the spellcaster’s will.

Unable to escape the attraction of the will, a spherical field of moving aetons orbited the caster, like electrons around an atom. And just as other unicorns could pick up on the resulting field, so too could the spellcaster pick up on their arcane intrusions. Yet Orion, now harnessing a fifth of his total ley reserves, was only giving off a field forty meters in diameter. According to Autumn, they were roughly a hundred and sixty meters away. If Orion could sense him from here...

“If you can feel him from this far away, the two of us absolutely cannot split up. We would get destroyed on our own,” she told him.

Orion opened his mouth, about to deliver a rebuttal, when Flutter cut in. “Umm...” he said slowly, swallowing. “Guys, I don’t really... feel so good.”

He stared at them, pale, trembling, mane plastered to his forehead by a sheen of sweat. He opened his mouth, about to say something else, then gagged, bent over, and vomited nearly on Rose’s hooves.

Stretching a hoof out to Rose, Flutter took a step forward, wavering as though he were going to collapse. Autumn and Rose reached out and steadied him before he tipped over. As Rose’s foreleg passed over his back her calf brushed over something small—and moving. Her reflexes ripped her hoof away, and she pulled his shoulder downward to see what had happened.

Spiders. Spindly little spiders, white as the moon. All over his collar, all over the exposed flesh at the back of his shoulder and neck. With a stream of colorful expletives she stripped away his coat. Finding them on his undershirt as well, she grabbed it by the collar and ripped it off of him. Tossing the two pieces of shirt aside (which were then stamped flat by Orion), she swept the spiders off of him, inspecting the area by the light of her aura.

Beside her, Autumn gasped. His neck and shoulder were covered in bites, which were now reddening and swelling at a furious pace. The fur was rapidly falling away as the wound grew more and more necrotic. She bit her lip. It had probably already been a few minutes since the first bites. Flutter was fading fast. It was time to cut their losses.

“We have to leave,” she said, looking up at Orion. “There’s no way we can catch up to that unicorn, and even if we could, Flutter would be dead by the time we took back Skysong. We’ve gotta get him to the Castle hospital as soon as possible.”

Orion’s jaw tightened. “As much as I don’t want to let that bastard get away, you’re right. Autumn, can you get us out of here?”

Orion telekinetically grabbed Flutter and slung him over his back, setting off the way they had just come. Rose and Autumn followed. They had barely moved fifty feet before Autumn, grabbed Rose’s shoulder. “He’s moving again,” she said, voice strained. “He’s coming towards us.”

The group froze. Rose’s heart skipped a beat. Orion met her eye, and in an instant, a thought passed between them. Diverting as much energy as she could into her strength and agility augmentations, she grabbed Autumn, picked her up, and took off, Orion hot on her heels. With her body so heavily enchanted, Rose barely felt her limbs moving; her entire body reacted purely to will, without the strain and lethargy of pure muscular force. She and Orion sprinted inhumanly fast. They could have outrun a flying pegasus.

They barely made it a hundred meters. A force brushed past Rose, delivering a quick nudge. At this speed, it took her off her hooves and sent her flying into the air. She protected Autumn with her own body, smacking the back of her head into the side of a stone sarcophagus. Thankfully, due to the strength enhancements still coursing through her, her head was only bruised, rather than shattered.

Still, the blow to her head broke her concentration, and the arcane energy that had built around her horn dispersed into the air. Behind her came a shout and the sounds of a scuffle. Orion’s light went out, and the tomb was plunged into darkness. She was just about to refocus her energy into her horn when something that did not sound like a pony came charging through the tunnel.

She froze, and did not move again until the hoofsteps had passed her and faded away into the darkness. When they did not return, she stood slowly and illuminated the crypt. She glanced around. The tunnel had been widened to make space for four sarcophagi, two on each side. At one time, they had probably all been engraved, but three of them were so worn that she could only make out one name. ‘Artemis Magni.’ If there had ever been an epitaph, it was lost by now.

Much more important were her comrades who were lost some was down in the passage. Gesturing silently to Autumn, she made her way forward. When she had passed the last hulking coffin, a blue light flickered to life down the hall. After making her way to it, she found Orion and Flutter sprawled across the floor. Orion sat with his back against the wall, breathing heavily, a deep gash on the side of his face. Flutter, on the other hoof, lay face down, one foreleg propped awkwardly against the wall.

When she got closer and saw the blood, she realized he was dead. One of his legs was missing. Orion, covered in gore from his face and his comrade, was shaking with rage. His lips were moving. He murmured under his breath a steady, furious chant.

“He killed Flutter! The bastard killed Flutter! He wanted to stop us from going back!”

Oh Celeste. So that’s what was going on here. Now she was sure Nephis could hear them. He knew they wanted to escape in order to save Flutter, so he removed that option. And if he had spared the rest of them...

He wanted to be followed. And he wasn’t going to let them leave. A chill ran up her spine. The unicorn had dispatched Orion so easily...

“The way I see it, he said grimly, “we can either pursue him further, and see what is it that he wants from us—and then he’ll most likely kill us—or we try to get away. In which case he’ll kill us much sooner. Possibly one at a time.”

Autumn pulled him to his hooves, and he dusted himself off, grimacing. “I’m ready for this to be over,” he told them. “Before we lose anypony else. Is Skysong still breathing?”

Orion exhaled. “Well, let’s go get him back. Wherever he’s taking us, I want to get there quick. Hop on my back.”

Autumn followed his instruction, and, gathering more magic so that he wouldn’t run into any walls or forks in the tunnels, he sprinted off. Rose followed, still unable to feel the unicorn’s arcane field. He didn’t lead them much further. After running for a minute and a half at full speed, they began to pass through areas where passageways re-converged. The tunnels they sped down became larger and larger, until finally they could make out a light at the end of the pathway.

The trio slowed. Autumn got to her hooves. As they made their way towards the light, Rose noticed two things. The first was that Orion’s horn flashed subtly, and his frame seemed to twitch ever so slightly. The second was that the light was, to her disappointment, not coming from outdoors.

In fact, she couldn’t have thought of a more dreadful place for it to come from. Their path led them out onto a terrace with a perfect view of two massive, skeletal chandeliers. Their frames were constructed almost entirely of hip and long-bones, at the ends of which hung seven skulls, each supporting a burning torch. The wide space below the terrace was cast in a flickering light and striped with the shadows of bones.

That was it. That crossed the line, for her. That was grotesque and morbid and she had a difficult time stopping herself from using her plants to tear it to pieces. For this repulsion she did not reproach herself.

Orion leapt over the knee-high wall at the edge of the terrace and dropped to the floor below. Rose followed, leaving Autumn to wait in the shadows of the doorway leading to the platform. She wasn’t jarred by the landing; whether it was a shorter fall than it looked, or the effects of adrenaline, she couldn’t tell.

Rose glanced around. They were at the center of a massive hall, wide and flanked by columns supporting a high balcony. There were discolored splotches all across the floor, remnants of the furnishings the room had once borne. In the center stood two figures, one the pale, slim colt they had seen earlier, the other a tall, heavyset stallion with a thick beard.

The taller unicorn glanced at them. “Well, Nephis, looks like you’ll have to kill them now. They can’t see me and live.”

The stallion grabbed his shoulder. “Meet me back at home when you’re done. And like I said, no bodies in the apartment. Understand?”

The stallion nodded and silently trotted off, disappearing through the one other door to this room that wasn’t cemented over or boarded up. He disappeared into the corridor, leaving Rose, Orion, and Nephis staring at each other in anticipatory silence.

Nephis raised his hoof, pointing to the ceiling. She followed his gaze to see hanging from the ceiling a pegasus-sized mass wrapped in the same greyish threading she had seen earlier. Spiderwebs, she thought. Disgusting.

“I put him up there for safe-keeping. He is unharmed. I gave him a mild dose of paralytic toxins, just enough to put him to sleep.”

Orion was trembling with rage. “I’m going to kill you. You know that, right? I’m going to tear you apart...”

He was speaking more to himself than to Nephis. Rose doubted that he even heard Orion.

“I could have already killed you, Orion,” the colt said evenly. He sat down on the floor. “That scratch I gave you? Injecting my toxins then would have been simple. I could have you unconscious or dead by now.”

It was Rose’s turn to speak up. “Well... why didn’t you?” she called to him from across the room. The longer they kept him talking, the longer they survived. He was trying to engage with them now. Reminding Orion that he had spared both his and his comrade’s lives was an attempt at placation. There was something this colt wanted from them. Information, validation, help, something. There had to be a reason they were here.

His eyes, cold and analytical, turned towards her. She met his gaze, and felt a tingling in her lines as the ley field around him began to focus on her. He cocked his head sideways, as though trying to understand her question.

“Well...” he said, twisting a length of his white mane with one hoof, “it would not have suited my purposes. It would have been unfair. I am not unfair. I am not.”

Rose felt a relief run through her as he shifted his eyes back onto Orion. “I did not have a choice. That was arbitrated by powers beyond me.”

“I had to make you follow. I did not decide to do it, the decision was made for me.”

A flicker of hope rose in Rose’s chest. If this child was being forced to do something against his will, it was possible they could get Skysong back and get out of here alive by giving him an out. “So, you didn’t want to do it then?” she asked.

“Well, I never said that.” There was a hint a smile on his face. “But what I want is irrelevant. The only decision I got to make was this,” he said, gesturing around.

“The location. The place where I kill you. I chose very well. You should thank me.”

“You were given a death sentence. This is the most polite execution you could ask for. Down here, I can take as long as I please. On the surface, I would have to do it instantaneously, to avoid witnesses. In the tunnels, the darkness meant you would never have had a chance to fight back. In here... I will give you two hours. You can use this time as you please. Come to terms with your death. Fight for your life. Whichever you choose, this is the best gesture of goodwill that I could afford you.”

“Some good will,” Orion spat. “Flutter was in agony and then you ripped him to pieces. You lying sack of shit, you could have given him those choices, too.”

“I could have. But I did not care about Flutter. He was weak. You should not have brought him here. Beneath the Underbelly, as within it, the only thing that gives one the right to live is power. That is why you two have been spared. You are powerful. You can help me.”

“That is what I am counting on. By fighting you, I will strengthen my own existance. The two of you give me a valuable chance as training, and food. Your tissues are rich in ley energy. I will further establish my right to live. And you, should you defeat me, are awarded the same. I am fair.”

“I have equipped you as best I can. Between the anger at the death of your comrade, and your will to live, you should be at peak motivation to kill me. I wish to fight you at your best. That is the most validating.”

“Oh. Actually, make it two of your comrades. My children ran into Autumn while blocking the remaining exits. They killed her while we were talking.”

Rose drew a hooful of seeds from her pocket and slammed them into the ground, horn alight, as Orion sprinted towards an unmoving Nephis. As he approached, she made out the flicker of another Orion’s silhouette moving in the shadows of the corner of the room. She understood. The real Orion had only just left the upper terrace; the one doing all the talking had been an illusion.

But as she noticed that, so did Nephis—on the off-chance the charging Orion was real, he quickly jabbed at him. By the time the tip of his left claw passed harmlessly through the fake’s head, he had turned to his right to intercept the real unicorn. He overcommitted.

Nephis swung to disembowel his opponent, and the illusion faded. Behind him, Orion kicked his back legs out from beneath him. As the colt was flipped halfway over, he swung a forehoof alight with arcane energy crashing into his exposed neck. The boy slammed headfirst into the stone floor, a loud crack echoing through the air as he made contact.

Rose realized the real Orion had been on this floor all along. When Nephis had attacked him, he had conjured a second illusion, in the same place as him. Then he’d simply stepped back the fourth of an inch necessary to avoid the blow. Because Nephis had already turned, he never noticed. Orion’s timing had been perfect.

Kneeling over him, Orion, a bright blue light shining from his horn, jabbed him in the spine. The boy went limp. Rose stood up, mouth agape. It was already over? She hadn’t even finished establishing the root network necessary for her spells yet. Orion stood up and gave the colt a rough kick in the back. He did not react. There was no way he could get back up. No way she could see, at least.

Orion was a conjurer, a type of spellcaster who specialized in the conversion of ley energy into matter, and had discovered that he excelled at two spells. The first created moving illusions of himself. The second manifested tiny pieces of iron in a small radius around his hooves or horn. At first, he had considered this power useless—until he discovered that he could control exactly where the little bits of metal would form. By manifesting iron in the right places, Orion could block his opponents’ nerve and muscle functions whenever his hooves were close enough.

As of late, he had even learned how to block off the impulses of the spinal nerves without permanently paralyzing his opponent. Rose doubted that he had done so in this case, though. Right now, the boy’s whole spinal column was probably being ripped to shreds by hundreds of tiny metal shards. It was a terrible affliction. She didn’t feel the slightest bit of pity.

Orion gave the colt another kick, then turned to her. “Guess that’s it, then. Let’s take him into headquarters for interrogation. I want to find out what the hell happened tonight.”

Rose nodded, taking a step towards him. Suddenly, there was a blur on the floor beside him. Before she could say a word the boy had flipped over, and slashed through Orion’s back right calf. He got to his hooves as Orion stumbled away, reactivating his augmentations. Rose kneeled once more, grasping at the hub of her root network.

Her plants grew faster than ever before, fueled by her fear and desperation. What was going on here? How was that boy immune to Orion’s magic? And even if he was ley-resistant, she had heard his skull fracture! Unless—

She glanced back over to where Nephis had been lying before. Her augmented vision picked up a single cracked tile on the stone floor. Celeste. What magic was this kid using?

Orion couldn’t get away from Nephis with his injured leg. He would duck away from one blow, unbalanced, then be forced to dodge the next, never able to get his bearings. A kick from Nephis caught him across the jaw and sent him tumbling across the ground. Nephis leapt after him, coming within range of Rose’s plants. She caught him in midair with three roots the width of her foreleg.

He fell out of the air and, with a great heave, ripped all three of them in half. Rose’s stomach sank. Ordinarily, the trouble was catching ponies in her root traps—even most earth ponies couldn’t break out of them. How could this colt do it so easily?

Still, that was only a class-2. Using anything stronger this early would normally be a mistake, an unnecessary energy drain, but she was out of alternatives. Unfortunately, she wasn’t going to get to use pre-existing seeds as a crutch this time; the plant she needed was rosa sanguina, the bloodrose. It was a black-stemmed, red-flowered species found nowhere in nature, except where ley lines or herbalistic unicorns fed it the ley energy it needed to grow.

Most ponies considered this a good thing, given that rosa sanguina was a vampiric plant. Its sharp, pointed roots pierced the flesh of its prey, then dozens of tiny offshoots burrowed their way into the targets’ circulatory system, draining their ley energies into the plant. If connected to another creature, it could even transfer this energy between the two.

As Nephis charged Orion once more, Rose telekinetically drew a knife from her belt and slit open her right forehoof. She charged a massive amount of energy around that hoof and used it to conjure a bloodrose seed. It was one of the only two conjuration spells she had ever been able to master. The other created a rosa demascena seed.

She enchanted the seed, spurring its growth, and winced as its roots moved through the blood on her leg, then slid into the cut on her hoof. Her jaw clenched as she felt them spread through her viens. Extending her foreleg, she took aim at Nephis as, in the distance, his rear hooves caught Orion across the face. The bloodrose root exploded from her foreleg, jet black and tipped with a massive lancet.

If Nephis saw her, he didn’t react in time. Instead, he swung his body sideways, aiming to kick Orion in the ribs. Before his leg could connect, the thorn caught him across the face. As he twisted with the force of the blow, Rose caught sight of the skin being stripped from the side of his face.

She cheered inwardly. She’d gotten him! All that remained was to bleed him dry.

Her heart sank as Nephis twisted back, unconnected to the vampiric root. He turned to look at her. Now she saw that the flesh on the left side of his face had been removed, but there was something beneath it. A black, shining substance had been exposed to the light, a strange sort of armor that she did not recognize. Whatever the spell that created that stuff was, she had not heard of it.

Oh, no. Her horn lit, but she couldn’t cancel the spell fast enough. Nephis’ foreleg jerked, ripping the root out of her hoof. Blood splattered across the floor before her as she leaned over, clutching at her mutilated foreleg.

Whatever the stuff beneath his skin was, there was nothing in her arsenal that could pierce it. Nephis turned and looked at her as Orion struggled to his hooves. He closed the distance between them in a heartbeat. Even though Rose’s augmented eyes could predict his movements perfectly, her body couldn’t react quickly enough. She stumbled backwards, casting out of sheer reflex. Fueled by her desperation, the resulting spell consumed the majority of her ley reserves instantaneously.

Black brambles burst from the ground below them, a mass of long, thin stems covered in dagger-sharp thorns ensnaring the oncoming unicorn. As she fell backwards, she heard him gasp in pain as one thorn scraped across his cornea. She hit the ground, lying on her back, looking up at Nephis as he fought free of her spell. Though the thorns couldn’t pierce his thick armor, it dug into his skin and clothes. He was forced to rip most of both away to finally escape.

When he stumbled away from the briar patch, she saw what was beneath his skin. She turned away involuntarily, disgusted. There had never been a colt, after all. It was just wearing a pony’s skin. It looked at her, the mandibles that had once formed its false jaw unfolding, one foreleg reaching up to clutch at its injured eye.

One of six. There were two more sets rooted somewhere on its back, behind its shoulders. Long, slim, covered in what she now realized was jet black chitin, they slid in between its exposed ribcage, so that they did not particularly stand out.

It stood there, rubbing its eye. “You know,” it said looking at her. “I deserved that.” It shook its head, murmuring to itself. “Playing with my food...”

It occurred to Rose that it had not used a single spell this entire time. It obviously had the capacity to manipulate spiders, and possibly to conjure them. It was likely it could also conjure and manipulate spiderwebs. It could have poisoned Orion three times now, and gored him twice more, but it hadn’t.

Nephis turned to Orion and, arching its back, began to twitch and jerk the top pair of atrophied limbs. They slowly uncrossed, expanding from his rib cage. As they moved, they grew larger, more muscular, the beginnings of hooves forming at the tips.

Nephis walked towards Orion, clenching and unclenching its new fists. The active pair of legs hung behind its first two, long enough to extend further from his body than the originals. The transformation apparently required enormous amounts of energy; the ley field around it expanded and intensified. That unicorn’s raw, agonized will choked the air around her, sending shivers across her body.

It took a step towards Orion. The guard did not wait for it to take another. Horn flashing, he conjured a steady stream of illusions from a point just in front of himself. Each of them sprinted, in single file, towards Nephis. When the first reached it, he twisted, delivered a faux-blow to the unicorn’s head, then disappeared.

The second did the same, this time attacking in a different place. The line proceeded, each only a half step behind the other, attacking in a steady rhythm as Orion advanced from the back of the pack towards Nephis. They now must have taken up its entire field of vision. The unicorn didn’t react. It knew that eventually, the real Orion would be slipped in with the clones, but probably thought Orion couldn’t hurt it.

Summoning her energy for another spell and reconnecting to her root system, she worked a subtle network of roots beneath its hooves as it was distracted by Orion’s barrage. There might still be a chance. Orion had to have realized that Nephis’ eyes were vulnerable. He could fill the thing’s eyes with metal shards. They could escape, or maybe even kill it, while it was blinded and in pain.

Rose wove a network of roots around Nephis’ legs from afar. It didn’t notice. The armor probably muted the sensation. From her position, she could see Orion making his way closer and closer. Any second now it would be his turn. There were only three illusions ahead of him now.

It caught his hoof between two forelegs. A tremor ran through its body as its chest clenched. The sound of Orion’s snapping bones filled the air.

“You know,” Nephis said calmly, “You should have remembered to conjure those illusions with wounds on their faces, too.”

Oh Celeste. They were done for. There was only one more spell in their combined arsenal. Use the magestone, Orion! she thought.

Orion’s eyes widened as Nephis’ other hoof swung upwards, burying its claw beneath Orion’s ribcage. Flexing its foreleg, it lifted him into the air. Their eyes met, then it tossed him aside. His body hit the floor with a wet thump.

Nephis turned to her. Her ley reserves had nearly run dry. She was forced to end her perception enhancements. Agility would be the next to go. Nephis’ ley field flared as it channeled its energy into a new spell. It stepped out of the massive roots that had coiled around its legs as though walking out of flank-high water.

Rose blinked, and he was upon her. Since using the new pair of legs, he had grown faster. Adrenaline flooded through her system, and her muscles locked. She couldn’t think straight. Her heart raced. Orion was dead. The thing planted its new, longer legs on the floor directly beneath and lifted his torso upward so that he could look her. She saw now why he had such trouble breathing. No nostrils. The mandibles probably got in the way. Right now they were dripping. Orion was dead.

She met its eyes. She wasn’t thinking straight. He stared at her. The mandibles twitched. She wasn’t thinking straight. Orion was dead. Nephis was moving. She wanted to move, she couldn’t move, he was moving slowly. No, her mind was racing. His forelegs fastened around her neck.

She was lifted into the air. Orion had been lifted into the air. Orion was dead. It cocked its head sideways and stared at her. The mandibles were still. It tossed her across the room. A blunted pain.

There was a wet rasping beside her, and she rolled onto her side to see Orion lying on his back. He... he wasn’t dead?

Struggling to breathe, he was digging through his pockets. She nearly laughed. It was about time. For years now, Orion had been working on last resort, in case ‘worst came to worst,’ as he put it. She felt like punching him. He should have realized worst had come to worst long before now, when he could have saved the both of them.

The corner of his mouth tightened even as it oozed blood. From his pocket he pulled a translucent blue rock, as big around as a bit. A magestone. The product of a skilled and dedicated conjurer. Few unicorns were capable of creating the same materials, but one thing all talented conjurers had in common was the magestone. By using an immense amount of energy, they could conjure a stable, arcanoresonant solid, usually resembling a common rock. This material could then be infused with the caster’s magic, and later re-converted into ley energy.

If a unicorn spent his entire ley reserves on conjuring a magestone, he could convert roughly 1/1000th of it into a reusable form. If he were talented. So, every day for nearly as long as she had known him, Orion would spend whatever ley energy he had left at the end of every day to increasing the mass of his magestone. It grew so slowly, she never believed it had gotten any bigger, until the day Orion showed her the measurements he had been taking once per year.

Today it contained ninety percent of Orion’s total reserves. And now he hoped to use it all at once. Nephis was making his way over to them, taking his time, when Orion’s hooves glowed, filling the magestone with a brilliant blue light. It evaporated in an instant, surrounding Orion’s entire body with a deep blue aura.

The glow was gone as soon as it had come. Around Nephis, Orion conjured a thick coating of iron shards, covering everything but its head. By maintaining the spell with the last of the magestone’s energy, Orion could keep it trapped beneath the masses of metal, immobile. He turned to her, drawing ragged breaths.

“Go. And tell everypony it’s the Guard’s fault I’m dead. They shouldn’t’ve screwed me out of my real squad.”

“Goodbye, Orion,” she said as she stood and trotted towards the terrace from which they had entered. As she ran, Nephis caught her eyes as she heard Orion murmur his last words behind her.

Nephis’ eyes flickered away from her. She followed its gaze to see a wave of spiders descending from the balcony. Massive. The size of dogs. She stopped abruptly and dashed in the other direction.

“I am sorry, but I cannot let you leave. I would not even care if you did, by now. Our duel has been so much fun. I have more food than I know what to do with. And just now, with Orion... that was very touching. But Brother says you have to go.”

Rose barely listened. She sprinted past Nephis as more armies of arachnids spread towards her from the other entrances. Her heart quickened. They were beginning to fill the entire room. Skidding to a halt, she snatched up the bloodrose vine that Nephis had thrown away earlier and, draining her last arcane reserves, reattached it to her foreleg. The pain barely registered.

Pushing herself to the edge of unconsciousness, she forced the spiked tip ten meters away to pierce the fleshy abdomen of the nearest spider. Nephis’ ‘children’ weren’t as well armored as he was; the thing shuddered, legs flailing, as the bloodrose spread its roots into its internal organs.

As it drained the spider’s blood into itself, it took in the ley energy Nephis had used to expand the creature to such an abnormal size. Rose forced that energy back into further growth, and from each side of its thorax burst two more vines.

The two vines dug into two more spiders. They soon produced two more apiece.
Rose made sure to prioritize which creatures they spread to, forming a wall of twitching bodies to slow the encroaching horde. As the bloodrose spread exponentially through the spiders, she felt energy and vigor begin to return to her body.

The bloodrose growth quickened. Each spider now produced three vines apiece. In ten seconds, she had drained every arachnid in the room. Her ley reserves were now filled to capacity.

Glaring at Nephis, wishing that her restored magical ability meant that she could actually hurt it, she crouched and snapped the connection to the bloodrose vine. She inverted her hoof as the roots inside her foreleg withered and fell away. Grabbing Orion with her good hoof, she built as much arcane energy as she could muster.

“I’m going to kill your brother,” she told him. “And then I’m going to kill you.”

And with that, she began to cast her teleportation spell. Unlike combat spells, teleportation required several seconds of intense concentration. And the further you wanted to go, the longer it took. Not to mention the fact that it consumed three quarters of her ley reserves.

She closed her eyes, fixing her destination firmly within her mind. The lobes of her brain responsive to ley energy lit up as magic surged through her skull, allowing her to peek through the veil, into the Astral Realm. By channeling energy imbued with her will into this space, she was able to locate for herself the section of the Realm that spatially corresponded with her destination.

Rose didn’t let him finish his sentence. The teleportation spell took hold, flinging Rose and Orion’s bodies through the Astral Realm. They reached their destination in an instant. Rose stood up and telekinetically hoisted Orion, still clinging to life, over her back. She glanced around at the sepulcher they had passed through earlier. The fire in the basin was still lit. She grew a thick damask stem and set it ablaze.

Recasting her agility augmentation one last time, she made her way towards the hole Nephis had left in the road. She moved as fast as she could manage. There was no way she was letting that thing catch back up with her. Somehow, she managed to navigate the twists and turns of the catacombs based on prior memory. It was not long before she found the tiny patch of light that marked the exit.

With Orion on her back, she couldn’t climb out into the road, so she sent him up on one of her plants. Then she climbed up, finding herself back in the empty side road near Alver Street. Sinking down next to him, she stared down into his eyes. They did not focus on her. Still, she could hear light, rasping breath eking from his throat.

He coughed feebly, spitting blood across her face. She stared down at him, cradling his head in her hooves.

His legs tensed as his body spasmed, chest convulsing as he coughed again. Blood flowed freely from his mouth, spilling across her body. His eyes twitched, meeting her own for a fraction of a second. In that instant, something passed between them that Rose would never be able to put into words.

The street was still empty, save for one man. A grey-maned unicorn in a cloak who had emerged from a nearby building. Now, he approached her.

He approached her, stooping down, meeting her eyes. She had been staring at his knees. His blue eyes stared at her, shining behind gold rimmed glasses. They flickered down to Orion’s body.

“You need to come inside with me. Nephis could come crawling out of there—” he pointed to the hole in the street “—at any moment.”

She didn’t know why she asked. She didn’t care anymore. Orion was dead. Orion was dead.

Stories of a Warden

by Rosencranz

XX