• Published 9th Sep 2013
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Epic Unicorn History: The Beards of Harmony - PresentPerfect



Barely three years old, the fledgling nation of Equestria is threatened by chaos foretold in a dream. It's up to Star Swirl and five erstwhile, beardy stallions to brave the Forest Ever Free in search of their only salvation.

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Epic Loyalty

Epic Unicorn History: The Beards of Harmony
by Present Perfect

Epic Loyalty

The shadow in the distance laughed and cavorted across the Equestrian countryside, stirring up balloons from the long grasses and painting trees with jam and marshmallows. On a mountaintop far from the chaos being wrought on their home, six ponies shared wilted looks. Heads hung. Hooves shuffled. Prancebeard shuddered at the horrible, clashing tartan covering the mountain. Applebeard did likewise.

Then Rainbowbeard took to the air.

"Well," he declared, "that's it, then. I'm done."

Shocked gasps accompanied five heads turning skyward.

"Have I dirt in mine ears?" Star Swirl knocked a hoof against the side of his head. "The great Captain Rainbowbeard the Swift, turning his back on an oath?"

"Bah!" Rainbowbeard crossed his hooves over his chest. "I never thought this quest was anything but a lost cause. I've never liked any of you, either! So now that we've wasted our time and failed, I see no reason to continue with you lot. I'm taking my leave." He backwinged to the cliff's edge.

"Where will you go?" Prancebeard stepped forward, blinking as though staring at the sun. "We're surrounded by leagues of deadly forest! There is no longer an Equestria to return to!"

"What's it matter to ya?" Rainbowbeard spat on the ground, moving farther away. "I'd wish you all luck, but honestly, I don't care." And with that, he turned and zipped off into the forest, a quickly vanishing rainbow trail marking his path.

Prancebeard turned to Star Swirl, horror written across his face. "Star Swirl, do something! Stop him!"

"Aye! We cannae jist let 'im scarper!" Applebeard gave Star Swirl a second panicked look.

Pinkbeard crowded Star Swirl's personal space. "Oh, say an incantation, bind his hooves! We mustn't let the journey end like this!"

Star Swirl let out a long sigh and turned back to gaze over the valley where Equestria lay in paisley ruins. Somewhere down there, King Obsidian sat, hoping beyond hope that they would return with something to fight back the chaos. Prince Asbestos would be cowering in a corner somewhere with his mother and sister. Clover, Pansy and Smart Cookie would be doing their best to fight against impossible odds. Every pony in Canterlot was counting on them.

He closed his eyes and drew in a breath. "Let us not lose hope, my friends. Evil has come to this land, but we may yet find something to counter it. Much as it would please me to be rid of Rainbowbeard's poor attitude..."

He glanced at Hushbeard, who returned his gaze levelly and gave him a slight nod. Star Swirl gritted his teeth.

"No, nevermind. Good riddance, I say!"

The others gasped. Star Swirl moved to the side of the cliff, where rough stone steps traced a path down into the forest.

"You cannot be serious!" Hushbeard exclaimed, following him. "To leave Rainbowbeard to the tribulations of the forest?"

Star Swirl snorted and pointed to the castle spire, visible above the distant treetops. "There lies our goal, within sight! This has not been a waste of time, we are closer to victory than ever, and I have never liked him, either! So begone with Rainbowbeard the Dolt!"

He descended the steps. The others gave each other worried looks, following with heads low as Star Swirl kept grousing.

"We. Don't. Need him."


"I suppose," Hushbeard said, swinging lazily in his wrappings, expression calm, "that I should have expected to find arborachnids here in the Ever Free."

Star Swirl struggled like a madpony, but the sticky bonds held him fast: a white, pony-sized bundle suspended from the trees. Thousands of leaf-shaped spiders crawled along the webs, reinforcing the strands holding the five of them in place.

"Come off it, Hushbeard," he grumbled. "At least try not to sound so blasted excited."

"However shall we wrest escape from this?" Pinkbeard asked, in between gnawing at the webs holding him.

"Mff fmm mm fmfmmf!" Prancebeard offered. He couldn't be seen, given how much of webbing covered him.

Applebeard, hanging upside-down, swallowed loudly. "Ach, were but we'd 'ad some air support!"

Above them, the spiders skittered to the crook of a large tree, massing into a house-sized blob. Eight long, thick legs sprouted from its edges. Six blazing red eyes opened in the head; sharp mandibles that dripped thick black ichor formed below them. A sickly-sweet stench, the same that had led them into this trap in the first place, wafted outward, making the ponies drowsy.

"We don't need him," Star Swirl growled. He shook his head, snorted, and his horn flared with burning light.


"Unusual, methinks, to see a moth that breathes a flame. And strangely large, as well!"

"Thank you, Pinkbeard!" Star Swirl whooped as he dodged another gout of fire, continuing their charge to the river. "What a keen, observant mind you have!"

"If only one of us could take that beast on face-to-face," Prancebeard said, leaping nimbly over a log moments before Hushbeard merely plowed through it. "In the sky, as it were!"

Applebeard had pulled ahead of them and held a tree branch back in his teeth. Once they had passed, he released it. The boulder tied to its end whipped forward as the titanic moth reared back to loose another blast of flame. It made angry moth noises as the boulder smacked into it, and together, they sailed off over the trees.

"We're doing well enough on our own," Star Swirl grumped, casting a spell that would let them ford the river. "Just dandy! We don't need him!"


"Ah've nae words tae describe what we're seein'!"

Star Swirl dodged left past a bolt of lightning and had to stop short before he ran into a blast of frost. Poison, hot sands and pure magical energy rained down from three more heads.

"We're doomed!" Prancebeard wailed. His shield shuddered with the impact of every rock aimed at himself and Pinkbeard. "Doomed, I tell you!"

"Its weakest spot is at the top, I fear!" Pinkbeard shouted as he tried his best to return fire with those same chunks of rock.

Hushbeard roared and slammed into the side of the beast, only to be batted away by one of the heads. "Would but we had somepony who could fly--"

"All right!" Star Swirl bellowed, casting a magical mirror to reflect the creature's attacks. "We'll go find him!"

The others shared grins before turning back to the matter at hoof.


Dealing with the whatever-it-was had taken the better part of an hour. When they were finished, the five stallions were battered, bruised, burnt and thoroughly be-muddied. Wordlessly, they agreed to resume, or rather, begin, the search in the morning, as they were too weary and filthy to do more than collapse in the nearest clearing and sleep.

The morning came upon them, soft and still. Breakfast was light and conversation awkward.

"It seems the forest has seen fit to leave us be for the moment," Hushbeard rumbled.

"Aye," said Star Swirl. "But will it lead us to Rainbowbeard as well?"

"I suspect," said Applebeard, picking at his teeth, "it might help if'n we listen fer 'im runnin' 'is big geggie."

Wordlessly, they packed up their camp, each knowing that the task before them was even more impossible than that which they had first set out on. Given his speed, Rainbowbeard could be leagues away, in any direction, with nary a speck of rainbow for them to follow. Had they not run into him twenty minutes outside their camp, they might've wandered for days.

True to Applebeard's jesting, they heard him before seeing him, along with three other voices raised in mellifluous harmony.

"Whatever he is up to sounds like fun!" Pinkbeard rushed forward, only for Prancebeard to hold him back with his magic.

"Caution." Star Swirl took point, creeping through the undergrowth toward the voices.

In a clearing shrouded by trees, a pool of water steamed. Reclining against its side was a smiling Rainbowbeard. He had his arm around a mare as bright as the red in his beard, who was busy rubbing his chest and whispering in his ear. At his hooves, a yellow mare and a blue one giggled and splashed each other. His armor lay in a heap on the shore.

"Such idyll I'd not have expected in this wood," Star Swirl muttered. "I do not trust it."

"Nor I," Applebeard whispered. The others nodded, and Star Swirl stepped out of their hiding place.

"Ahh, Star Swirl!" Rainbowbeard said, looking up. He grinned as though no foul words had ever passed between them. "Good of you to join us! Wouldn't you believe it, I've found a paradise right here in the Ever Free! Are the lads with you?"

Star Swirl hesitated, but signalled, and the others emerged from the undergrowth.

"Excellent!" Rainbowbeard splashed the water in front of him. "Star Swirl, Applebeard, Prancebeard, Pinkbeard and Hushbeard, these are Melody, Harmony, and... Err, was it Accompaniment?" He leered at the yellow mare, who tittered and splashed him.

"Rhythm, foul cad!"

Star Swirl's eyes widened as yellow flukes broke the surface behind her, nor did he miss the other two, eying him with suspicion.

"They're seaponies!" Rainbowbeard declared. "Who are not only not myth, but dashedly hospitable!" He gave Melody a squeeze, and she nuzzled his neck.

"Well, come on, gents, there's plenty of pool to go around! You'll have to fight for the mares though, ha ha!"

Said mares shared in his laughter. Star Swirl frowned at them.

"Rainbowbeard, if I may call thee friend again, I would ask thee to rejoin our quest. Hast thou forgot it?"

The mares tensed.

"Pah!" Rainbowbeard waved a hoof at him. "Forgot it, and glad to've! We've all had hard travels, we deserve relaxation, wouldn't you say? Come, Prancebeard, surely you're feeling filthy and could use a soak!"

Star Swirl glanced to Prancebeard, who swallowed.

"I-I could..." He grimaced. "But it might be best if we moved on. There's time for well-earned rest when victory has actually been won, after all."

Rainbowbeard hmphed. "Well, how about you, Pinkbeard? No doubt you've missed being able to have any fun out in this forest!"

"Well..." Pinkbeard swallowed, glanced around at his companions, and hung his head. "Nay. The time for revelries will come when victory is had, and not before."

Rainbowbeard scowled. To the mare at his side, he said, "Can you believe these stallions? For would-be adventurers, there's nary an adventurous bone in their bodies! Surely Applebeard sees the merit in what these lovely ladies have to offer?"

Applebeard stomped forward, snorting. "Ach, yer a right git, Rainbowbeard! 'Ave ye no remembered I'm wedded? Ye dunderheided, featherbrained--"

"Er, um." Rainbowbeard cleared his throat. "My apologies." He sighed. "Hushbeard?"

Hushbeard only shook his head.

"Star Swirl?"

Star Swirl glared at him.

"Didn't think so. Right." Rainbowbeard stood, startling the seaponies, who clamored and entreated him to stay.

"Would that I could, ladies, but there's naught to be done for it. They're right, I've had my fun, but I've an oath to uphold, much as I dislike it. 'Tis time to rejoin as I'm bidden." He inclined his head to Star Swirl and made to leave the pool. "Many thanks for your--"

That was when Melody hissed and clamped her hooves around his leg. Rainbowbeard yelped, falling back into the water with a splash, and the seaponies dove for him, fangs bared, snarling like wild beasts. The stallions dashed forward, only for Rhythm to heave herself onto shore and swing her hooves wildly at them. Her eyes burned with white fire.

"Out of my way!" Star Swirl grabbed her by the tail with his magic and yanked her into the air. The other four charged forward to the water's edge, but they needn't have.

Rainbowbeard shuddered, shaking his head again and again as he tried unsuccessfully to climb from the pool. Behind him, the other two seaponies floated in the water, unconscious. As Applebeard and Hushbeard pulled Rainbowbeard from the pool, green fire flashed from its center.

"By the stars!" Star Swirl sucked in air through his teeth. "The shapeshifters again!"

"You are our playthings!" hissed Rhythm, reverting to her black-carapaced form.

Star Swirl scowled and flung her over the treetops.

"Throwing monsters into the forest grows dull." He shook himself and turned to Rainbowbeard. "How is he?"

"Not well, I'm afraid," Hushbeard said. He lifted Rainbowbeard's head to show the numerous bleeding puncture wounds on his neck and shoulders.

"I'm fine," Rainbowbeard mumbled, batting at Hushbeard's hoof. "Jus'... get m' armor..."

"You are not fine," Prancebeard said, helping bind Rainbowbeard's injuries. "You should stay here to rest, for a night at least."

"I said I'm fine!" Roaring, Rainbowbeard righted himself, though his legs wobbled. Shaking his head twice, he blinked and moved to retrieve his gear. "I've had time... to think," he said, his speech slurring. "I believe I've found the best course for our journey to continue."

"Leave us not in the dark, then!" said Star Swirl. "What've you found?"

Rainbowbeard waited until he was fully kitted out once more before replying with a grin.

"Follow me."


"D'ye ken aught's amiss?"

Applebeard's question struck Star Swirl oddly. For sure, they had been blindly following Rainbowbeard for the better part of an hour as he started, stopped, started again, changed direction, mumbled to himself, changed direction again and generally led them in circles.

"No, not as such," he said, keeping his voice low.

Applebeard scoffed. "Ach, you as well? The others didnae suspect aught, but I figgered you at least... Did ye no notice we're blunderin' about like headless chickens?"

"I'll admit Rainbowbeard's route seems circuitous, but I trust he knows where he's bound."

Applebeard made a choking sound. "Y'didnae hear him mutterin' t' himself like a madpony, then?"

"Aye, I did," Star Swirl said slowly. "But he's had a rough time of things, Applebeard. And, if I'm to be honest, I've been rather short with him myself, which I regret. I'm trying to give him space."

Star Swirl let out a 'hrk' as Applebeard stopped, swung about, and grabbed him by the collar. Star Swirl was taken aback by the intense fire blazing in the other stallion's eyes.

"His och's a-glow!" Applebeard roared. Prancebeard and Hushbeard shushed him and he cringed, glancing at Rainbowbeard.

"Ye might be daft," Applebeard continued in a harsh whisper, "but yer no' blind, too. Jes' look at 'im, Star Swirl!"

Star Swirl looked. Rainbowbeard, seemingly unaware of Applebeard's outburst, mumbled to a tree as the others waited behind him, equally unaware that anything was amiss. When Rainbowbeard lifted his head, blinking as if stepping into the sun, Star Swirl did note the odd green shimmer to his eyes.

"After all we've been through," he murmured, "is that truly the strangest thing you've seen?"

But even as Applebeard regarded him, gaze level, Star Swirl felt the words crumble like ash in his mouth.

"Let me handle this," he said, and picked up his pace till he was shoulder to shoulder with Rainbowbeard.

"Friend Rainbowbeard," he said loudly, "how fare your wounds?"

"Mm huh?" Rainbowbeard's head swivelled drunkenly, and it took a moment for his eyes to focus on Star Swirl. "Fare? Fare... fairly well."

Star Swirl stumbled as Rainbowbeard let out a high-pitched giggle, only to return to mumbling to himself.

"No... 'S right around the... But they are... No, no, 's fine..."

Glancing back, Star Swirl saw the signal from Applebeard. He cleared his throat.

"Rainbowbeard, might you tell me again where it is we're headed?" They continued a few paces more. "Rainbowbeard?"

"Uh, hm?" Rainbowbeard didn't look at him. "Going, yes. Almost there, almost there." He shot a lopsided grin at Star Swirl. "Here, here, look, you'll see, yes?"

Holding up a hoof to Applebeard, Star Swirl looked where Rainbowbeard indicated.

They had come to a part of the forest that appeared as any other. It was dark and forbidding, the foliage rising up like walls, ever more impenetrable the closer one got. There was, in fact, little of any real note, discounting the big plants that should be tiny, tiny plants that should be big, thorny plants that should not have thorns, and toothy plants that definitely should not have teeth.

"I see nothing," Star Swirl said.

"No, no, a moment." Rainbowbeard shook his head, stared at his hoof, and motioned to the left. "It... It's this one."

Star Swirl turned. Through the leaves was a rise, then a dip, and finally--

"A hole?"

"Aye, a shortcut!" Rainbowbeard's head snapped up. His words were clipped and spaced too far apart. He grinned too wide, sweat trickling down his face. His teeth chattered. "Like we did through the mountain."

"Which didnae turn out sae well," Applebeard muttered.

Star Swirl turned to the others, massed behind him and trembling with anticipation.

"We needn't worry!" he said, loudly, winking to Applebeard. "Friend Rainbowbeard hath found us a shortcut to our destination!"

"That I... I hath!" Rainbowbeard's left eye twitched. "And here it is, right here!"

Star Swirl bowed to him. "Lead the way, friend!"

"N-no." Rainbowbeard's voice wavered like a plucked string. "No, I insist." He stood, his shimmering eyes vacant, leaning slightly to the left and licking his lips like a pony in a desert.

Star Swirl gave him a long, querulous look and muttered as he took his first steps toward the hole. The others followed, all but Applebeard casting a thankful smile at Rainbowbeard. Hushbeard had to duck, but the tunnel was at least wide enough that they could fit comfortably down it, single file. Rainbowbeard brought up the rear as Star Swirl and Prancebeard lit their horns.

The light illuminated little, but they could at least see the tree roots above and the earthen walls to either side. After only a few body lengths, the walls became covered in something hard and black. Holes to nowhere were spaced every few paces, an orange, viscous fluid lurking around the edges of some. Prancebeard covered his nose.

"Eugh! It smelleth of decaying hoof fungus down here! Would that there were cleaner shortcuts in this forest!"

"Methought I washed my hooves before we left!" Pinkbeard said, frowning.

"And 'tis black as the Earl o' Tartarus's waistcoat!" Applebeard added.

"There's a split ahead," Star Swirl called. "Which way, Rainbowbeard?"

"L-left." Rainbowbeard let out a sound halfway between a hiccup and a shout. "Left we go!"

Star Swirl looked to Applebeard. Applebeard shook his head. Gritting his teeth, Star Swirl heeled right.

"No, wait!"

The others cried out as Rainbowbeard hustled his way to the front of the line, mashing them against the gooey orange stuff coating the tunnel walls.

"Why are we going the wrong way?" he shouted, panting. His eyes rolled in their sockets.

"My apologies, Rainbowbeard," Star Swirl said, keeping his tone even, "I must have misheard your directions." He narrowed his eyes, the tension in the tunnel growing palpable.

"No, no!" Rainbowbeard shouted, his voice growing hoarse. "We must turn back! It... It's assuredly doom for us all if we do not!"

"Aye," said Applebeard, "an' if it be so, we shall face that doom taegither!"

For a moment, Star Swirl thought Rainbowbeard might hit him. Instead, he shouted "What are you waiting for?" and something grabbed Star Swirl from behind.

Dark shapes burst from the walls, wrapping thin legs around the stallions' necks and squeezing off their shouts. Star Swirl heaved forward, his eyes widening as he recognized his assailant.

"Blast these changers!" He bucked, and the one holding his neck lost its grip. Rainbowbeard took its place.

"Thou base, vile traitor!" Star Swirl tried his best to dislodge him, but Rainbowbeard clung tenaciously.

The sounds of battle did not drown out the stallions' grunts of pain. Star Swirl tried to keep his head up as Rainbowbeard wrestled him to the ground, but all he saw was signs they had been sorely unprepared for this ambush. They struggled, held in place against the walls or hemmed into the center of the tunnel. Three of the changers tore into Hushbeard, who lacked room to maneuver. Applebeard lay on the ground, unconscious, as two changers coated him in sticky green fluid.

Slowly but surely, Star Swirl succumbed to the pressure driving his face into the dirt. He flared his horn, but Rainbowbeard cuffed him, breaking his concentration.

A different, harsher voice, spoke in Star Swirl's ear.

"Events have not passed in your favor after all."

A searing pain erupted in Star Swirl's shoulder, and he bellowed as he blacked out.


The light hurt his eyes. A jumble of voices shrieked and moaned in his ears. Something horrible thudded in his skull, over and over. His limbs were jelly, his hooves blocks of stone. The dryness in his mouth was echoed by a thirst for something unidentifiable, nor could he identify the scents assailing his senses.

Beneath everything else were the words.

Feed... Live... Feel... Obey...

Feed on what? Obey whom? He couldn't focus enough to understand, to remember.

He tried to remember.

Bring... Stay...

There had been a fight.

Fight... Kneel...

He was on a quest.

Serve... Feed...

His eyes snapped open. Green shimmered at the edges of his vision. His shoulder burned. There were others, captives like him.

Control... Obey...

"I am..."

Fly... Feed...

He grit his teeth and squeezed his eyes shut. The screaming he could block out, but not the words.

Build... Live...

A fleeting stillness wafted past his senses. He latched onto it. A spell to repel mind control flared to life in his horn. The words stilled, but his senses were thrown into turmoil again. Something was wrong.

He tried to remember, tried to think. The words were there, at the edge of his being.

There had been a fight. A fight with the changers. They had been ambushed, and one had bitten him.

Yes! That was it! He tensed, waiting for another pool of stillness in the chaos. When it came, he grasped it, and in that fleeting moment, cast a spell to cleanse his body of poisons.

Merciful silence was Star Swirl's reward as the shimmering finally vanished.

"...coming to already? Most impressive."

Well, aside from the oleaginous voice taunting him, that was.

Star Swirl raised his head, shaking as he grasped at his memory. He was in a large cavern, hewn from black rock and lit by dim orange spheres hanging on the far wall. He craned his head left and right, finding at the edges of his vision a sheer cliff, dropping off into darkness. The buzzing of a thousand unseen insects droned throughout the room.

He was held fast to the floor by a hardened green substance. Around him, his companions stood, hooves mired in the same stuff. All his companions, that is, save Rainbowbeard.

Rainbowbeard stood before them, head cocked to one side, his face twitching occasionally. Behind him was a large, jagged throne made of the same black stone as the cavern itself. Atop it sat a tall, lanky creature that exuded majesty and otherworldliness in equal parts. It seemed, for all intents and purposes, like a larger version of the changers, save for the yellow, rather than blue, cast to its features, the eyes brimming with intellect, and the small facsimile of a crown on its head.

"Whatever shall I do with you?"

It was the same oily male voice from before. The tall creature stalked off the throne, frowning imperiously as he eyed the stallions.

"With proper training, they would serve the hive well, Your Majesty," said Rainbowbeard, his cheek twitching.

Star Swirl's heart sank. His multicolored friend spoke without emotion, his green, flickering eyes staring blankly ahead. The others were unresponsive, their heads slumped to the side. Bite marks on Prancebeard and Pinkbeard oozed green fluid.

The tall changer king -- surely, that was what he was -- chuckled dryly. "Yes, a new hive needs all the help it can get, does it not?" He closed the distance and pressed a hoof under Star Swirl's chin, lifting it. "And yet, you six have caused my children no end of trouble since you entered our forest."

"Unhoof me, vile cur!" Star Swirl bellowed. He lashed out with magical force, striking the king squarely between the eyes and forcing him back. He received a snarl and his own magical lashing in return.

"I am Carapace, King of the Changelings!" the King roared in his face. "You are in my domain and will address me with respect!" The buzzing grew louder.

Star Swirl shook off the blow, working his jaw. He could cast magic; that was good.

"Very well, Your Majesty," he said, drawing the words out. "You'll forgive me if I feel no kindness towards the monsters who've hounded our progress at every turn through this forest."

The king growled, but Star Swirl ignored it.

"If I may entreat Your Highness," Star Swirl continued, keeping his tone level, "what claim hath thy kind over this land? 'Tis the Forest Ever Free: never has it belonged to aught."

"Hm." The King regarded him with a slight smile. "Hm-hm-hm. Yes, I suppose it might benefit you to know, if you are to join us." He turned his back on Star Swirl and began pacing. He spoke in a ponderous tone, not rushing his words as he addressed the darkness of the cave.

"This land, green and fertile, was what we changelings came upon after foul, wintry weather drove us from our ancestral home." A susurrus of angry, chittering voices added to the buzzing.

Star Swirl cast the poison removal spell on Prancebeard. Unfortunately, the spell was designed for personal or contact use. Stretching it out just the few hoof lengths to his closest captive companion took incredible effort of will and left Star Swirl breathless and reeling. At least the green poison streamed out of Prancebeard's bite wounds. If Rainbowbeard or the King noticed, they gave no indication.

"But we changelings are a hardy race!" The King gestured to the ceiling. "We saw in this forest a place to settle, sheltered and full of edibles! We found these caverns, larger than those we had been forced to abandon. The perfect home for me, my children, my heir. There was only the small matter of, aheh, pest control."

"So you've been driving the creatures of the Ever Free out into pony lands." Star Swirl had meant to be accusatory, but it came out more contemplative, so winded was he from the spellcasting.

The King chuckled. "Yes, yes! Not even the mightiest of dragons can stand against the combined might of the changeling horde!"

He laughed, and the hive laughed with him, though a single voice called out, "Didn't beat the Ursa, though!"

"Silence!" the King hissed. "Lest I throw you into the pit!"

As the changelings laughed at their chastised fellow, Star Swirl lit his horn again, aiming the spell at Pinkbeard. Save for Rainbowbeard, he was the furthest away; the effort caused Star Swirl to black out for a moment. At least it had been successful. Rainbowbeard and the others would be on their own.

Sadly, when Star Swirl came to, the King was still monologuing.

"...just one small problem." The King turned to them, sneering. "You ponies. How irksome that you should settle so close to us. Fortuitous should we wish to raid your encampments, yes, but all the easier for you to retaliate if we did." Once more, he stalked over and lifted Star Swirl's head.

"And so it was that six stupid, foolish ponies wandered into our midst, despite all warnings to the contrary."

He released Star Swirl's head and struck him sharply. Klaxons rang in Star Swirl's ears, and his vision swam.

"So again, I must ask: what. Am I. To do. With you?"

Star Swirl wrinkled his nose, the King's foul breath making him gag. Carapace turned his head as the others began to moan and stir.

"You are all quite remarkable ponies, to shake off our venom so quickly!"

"Aye," said Applebeard, wincing as he opened his eyes, "and ye'd nae have us prisoner if'n ye fought like ponies."

Prancebeard let out a pained whimper. "Ohhh! Nor if Rainbowbeard hadn't defected..."

The King barked a sharp laugh. "Ah, yes! Rainbow Beard, I almost forgot! Now that your former friends have awakened, why don't you tell them just what I have in store for them?"

"Yes, Your Highness," Rainbowbeard said, and walked, stiff-legged, toward them.

"I'd be relieved to hear a reason why," Pinkbeard muttered.

Rainbowbeard stopped before them, looking at each in turn with that same flat, expressionless gaze.

"I know 'twas the poison," Hushbeard said quietly. "Should we escape this predicament, you'll have naught to apologize for."

"Fellow changelings!" Rainbowbeard cried, addressing the cave ceiling as the King had. "Soon, I will join your ranks. And, if your bite be true and your venom strong, these five shall as well. But perhaps conversion is too good a fate for them!"

He marched before them, his voice coming loud and quiet in turns.

"Pinkbeard, for instance, is the biggest buffoon I have ever had the misfortune to meet." He sneered at Pinkbeard, who shrank away from him as best he could. "Such a lout as he, concerned with gaiety more than hard work, would give this glorious hive no benefit!" He gave a rueful chuckle and shook his head. "Nay, waste not your precious fluids upon him.

"And while I recognize Prancebeard's skill with the armor craft, he is far too prissy to be of any use." He gnashed his teeth at Prancebeard, who closed his eyes and whimpered piteously. "Even as one of our kind, I suspect he would rather stare at a mirror, ever changing his shape to perfect his appearance, than lift a hoof to help one of his changeling brethren. So be off with him, I say!"

The changelings snickered. He stalked over to Applebeard, who stared at him, though flickers of pain lanced through the defiance in his face.

"And this idiot, this bumpkin, couldn't shape change if you wrote him a hundred-page treatise on it! Not that I would wager he's literate, hah!"

Applebeard grit his teeth. "Do yer dinger, ye no-good, lousy--"

"He's got an even bigger mouth than I do!" Rainbowbeard shouted, looking up to the changelings on the ceiling. "And that's saying something!"

"It certainly is," Carapace muttered. "And they say I have a weakness for monologues..."

"Now," Rainbowbeard continued, "we come to the venerable Star Swirl the Bearded. In case you were unaware, my soon-to-be brethren, before you stands a great hero of ponykind!"

Star Swirl remained impassive, merely staring at Rainbowbeard. His heart gave a sudden leap: Rainbowbeard's eyes were a perfect, clear white.

"But what Star Swirl possesses in magical knowhow, he more than makes up for by being a pompous, addle-pated old git with his head up his arse! Try converting him and he'd only come out looking like a sack of bones. Not to mention talk your ear off about changeling magic!"

The King shook his head, stepping up. "I believe we have heard quite enough--"

"And you!" Rainbowbeard whirled on Hushbeard, teeth grinding together. "Hushbeard the Gentle, they call him. I'd call him Hushbeard the Feeble. The Failure. The Complete and Utter Embarrassment Whose Face Sickens Me to Look Upon!"

"Thank you, Rainbowbeard, that will be all," the King snarled, grabbing Rainbowbeard by the shoulder and spinning him around. He recoiled when he saw the stallion's face.

Rainbowbeard was grinning.

"You're quite welcome, majesty."

The King dropped him, and he made an exaggerated bow.

"I'm sorry to say, I can no longer advise you on what to do with my friends." He gestured to them. "For all that they are a group of misaimed, dunderheaded, oafish clods..." He lowered his head, chuckling. "They are, indeed, my friends. And I made an oath, one which I had, for a time, sadly forgotten. An oath to them, to my true King, and to Equestria, that neither you nor your monster hoard will keep me from!"

With a roar, he rushed at King Carapace, but a squadron of changelings met him head-on, giving the King room to retreat.

"Vile traitor!" he shouted. "How did you overcome our enchanted venom?"

Rainbowbeard held his head high. "Conviction, your majesty. Hard to grasp for somepony used to ruling through fear and power!"

The King's face flashed darkly, and he bared his fangs. "Break his wings! Throw them all in the pit!"

"Ahh, it's not so easy when I'm expecting ya, is it?" Rainbowbeard laughed and howled like a madpony as he kicked and bucked the six changelings away.

"Come on, lads!" he crowed. He zipped into the air, diving and shattering Hushbeard's bonds with a single blow. "There's battle to be met!"

Seeing Rainbowbeard back to his usual self invigorated the other five. They whooped and cheered, breaking the green goop that held them in place. Not a moment too soon, they met the oncoming rush of changelings, which buzzed like a hurricane.

Star Swirl knocked them out of the sky with well-placed bolts of magic. Pinkbeard led a swarm of them in a merry chase, laughing and singing as he batted at them with his lute. Hushbeard whirled madly, kicking and punching, while Prancebeard danced upon his back, doing the same. Applebeard grabbed changelings in pairs, tossing them into the air for Rainbowbeard to buck over the cliff's edge.

But for all they were able to hold their own, Star Swirl was worried. They were being pushed, slowly but inexorably, toward the cliff's edge.

"Beat them back or learn to fly!" he shouted. "We've scant room to maneuver!"

"It's no use, ponies!" King Carapace said from atop his throne. "Even if you manage to beat every single changeling in this hive, you've nowhere to go but down!"

Sprinting, Pinkbeard dove over Hushbeard's back, giving Prancebeard a lift on the way, so he could take down one more changeling. "How dearly I dislike these odds, my friends!"

"I admit -- oof! -- I'm not liking them much more!" Prancebeard, targeted by more than his fair share of changelings, could only ward them away with his shield while Hushbeard tried to pick off as many as he could.

Rainbowbeard, laughing, was bashing changelings over the head with one of their fellows. In a moment, he was swarmed by six of them, who pulled him to the ground, kicking and biting. One reared up and pounced on him with both forehooves.

There was a crack.

Rainbowbeard loosed an earth-shattering scream.

And the next thing any of them knew, he was falling over the cliff's edge.

"RAINBOWBEARD!"

Changelings flew from Hushbeard's vicinity, propelled by the sheer force of his shout. The cavern shook; stalactites fell from the ceiling. He roared wordlessly, eyes bulging, veins in his neck and legs straining.

His barding exploded, revealing a scarred yellow coat, a cutie mark of a pine tree with a single bird nesting in it...

And an enormous pair of yellow wings.

Hushbeard charged for the edge, spread his wings, and dove.

So stunned were the others, they could offer no resistance as the changelings pushed them over. Pinkbeard's lute caught on the very edge, and he held on for dear life.

"This surely cannot be our final act!" he said, voice quavering.

He watched as King Carapace, standing above him, stuck out a hoof and gamely pushed his lute off the edge.

"Release the worm," he said.