• Published 3rd Apr 2014
  • 1,828 Views, 82 Comments

The Dark Mare - MagnetBolt



After the events of The Shadow of the Mare, Loop D'Loop takes up the cape and cowl of Mare Do Well again for her own selfish reasons. But her actions have consequences and soon she's in over her head.

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Deadly Sting: Just Desserts

The Dark Mare
Deadly Sting: Just Desserts
by MagnetBolt

A glaring light flickered above the table, the cheap enchantment on the bulb ready to fail at a moment's notice. A tarp had been hung to cover the hole in the wall, and chairs put into place for this impromptu meeting.

"This is a lot more pleasant when I'm not arrested," Loop D'Loop said, looking at the others. She was more comfortable with her disguise on, and it was less likely to cause screaming if somepony walked in on them while they were talking. A saddlebag behind her held what was left of the Mare Do Well costume, though after all the damage it had suffered it wasn't much more than heroic rags and tatters.

"Well duh, you're a hero!" Jet said happily. The pegasus had her chair pulled just a little too close, her wing touching Loopy's flank in what definitely were not a series of small accidents.

"This whole thing is a mess," Songbird said. "I don't know if we should leave the hospital so they don't get caught in the crossfire or stay here so we can protect them so they don't get used as hostages!" Her eyepatch was lying on the table. She was getting more comfortable with her mismatched view of the world.

"Neither," Brass Shield said. "Being on the defensive and reacting has only gotten ponies killed. We're not going to stay here and defend the hospital, and we're not going to find somewhere safer to fortify."

"You want to go on the attack," Loopy said. She frowned. "How? You don't even know where they are."

"We know a few things," Songbird countered. "They're probably operating out of the docks. That entire part of the city is almost a dead zone."

"When I was a foal we used to watch the boats come and go out of there all day," Jetstream sighed. "Now they barely come in at all."

"It's made it a haven for ponies who don't want to go through a more regulated port," Songbird said. "Smugglers, drug runners, and worse. I bet we could arrest almost everypony down there with a boat and find something worth putting them away for."

"Not that it's worth our time to do so," Brass said. He poured himself another cup of coffee from the hospital's aging coffee pot. "Normally I'd love to drop in unannounced and surprise some ponies who think they're going to make it big with a cargo of beetle snuff, but we don't have the luxury."

"What about all those guard that the creepy guy had? Can't you just have them sweep over the docks in a wave of armor and tight stallion flank?" Jet asked.

"You mean the ponies who were half-starved, dying of dehydration, and barely kept moving with changeling magic?" Songbird asked sarcastically. "Great plan. Next you'll want to enlist some of the frostbite patents."

"Well... what else can we do?"

"Unfortunately, reinforcements are out of the question," Brass said. "I got a letter this morning that all guard operations are frozen until a full investigation can be done. Typhon was in a position to do a lot of harm, and we might never know how much he did to sabotage Equestria."

"He was a creep," Loopy muttered. "And I say that as a professional masked monster."

“I didn't think changelings normally hurt each other like that,” Jet said, looking at Loopy. Not that she had eyes for anyone else.

“They don't. I mean, I'm sort of an exception myself. That's why they're all so angry at me. Changelings are supposed to work together.” Loopy looked out the window sadly. “From his perspective, I'm the monster.”

“You're not a monster,” Jet said, soothingly. She ran a hoof down Loopy's back.

“Technically speaking, yes she is,” Songbird said.

Loopy snorted with laughter. “Yeah. But... imagine if a bunch of ponies get eaten by timber wolves, so you go out into the forest to try and scare them off or, well, do whatever you need to do. And you find out there's a pony that's joined their pack and helps them catch other ponies. You'd think the pony was insane or a monster or worse.”

“And that's how they see you,” Brass said.

“Not that ponies see me much differently.” Loopy looked accusingly at Songbird.

***

“You failed,” Chrysalis hissed, her face distorted through the crystal communicator. “All you had to do was kill one rogue changeling and all of her friends. It's hardly a difficult request, and you bungled it so badly that you've ruined our guard infiltration operations!”

“The blame is yours,” El Toro said, maintaining his composure. With his mask, it was impossible to tell if he was angry, afraid, or as calm as his measured voice and stance made him seem. Only a changeling would have a chance at determining what he was really thinking.

Unfortunately, the only changeling in the room was busy cowering. El Toro was well known for killing messengers who brought unpleasant news. This was very unpleasant news. Typhon held the crystal orb up above his head, where his Queen's visage was able to glare from what would be an impressive height for a pony, though she still had to look up to see El Toro in the darkened hold of the ship.

“Hardly. I hired you to take care of this. All you've done is fail me!” Chrysalis hissed, her eye looming large as she leaned in.

“It was your agent who failed.” El Toro turned his back on the crystal. “It was by your instruction that the rogue was left alive. I could have done more than just break her body if I had desired to do so. You, however, asked that she be left alive.”

“That's not important! You-”

“Followed your instructions to the letter,” El Toro countered, turning around. “It annoys me that this failure may reflect on my own organization. Because of that, and that alone, we will correct this mistake of yours.”

“Fine,” Chrysalis agreed. “As long as it gets done.” The crystal went dark, leaving only the overhead light as a source of illumination in the room.

“Difficult clients will do anything to avoid payment,” El Toro noted. Typhon lowered the crystal. The minotaur seemed calm, though the changeling found his emotions difficult to read. “Of course if she had decided to change our agreement I would have simply left. With the guard in disarray, there are many areas of opportunity, but they will quickly close as order is established again.”

Typhon felt brave enough to put in his thought on the matter. “It's all her fault. If Mare Do Well hadn't-” Typhon was cut off by a rock-hard hand around his throat.

“While Chrysalis blames me for this failure, I think we can both agree that this is your fault. If you were a member of Labyrinth, you would be punished harshly.”

Typhon tried to say something, but it came out as a squeak as El Toro squeezed the air from his lungs.

“I'm glad you concur.” El Toro squeezed harder. Something cracked in his grip, ichor leaking from between his fingers. “You wanted to teach about penance and suffering, you must first become an expert yourself.” Typhon screamed. Or at least, he tried to scream, as his exoskeleton shattered.

***

“We know they're somewhere in the docks. We had them tracked to that general area even before this mess, and they've had no reason to move their operations,” Brass said. “We set up our own base in the area because we thought we could head them off.”

“But now if we make a move they're going to see it coming a mile away!” Songbird said, flapping her wings angrily. “They know what all the guards look like. Even if they didn't know themselves, Typhon has our files.”

“If only you had an expert in infiltration and deception who was also a master of disguise and kicking flank,” Jetstream said, smiling at Loopy.

The disguised changeling blushed. “Woah, woah. Look, I appreciate you not throwing me in chains again-”

“Not that we could keep you there,” Songbird muttered, though it was more amused than bitter now. Loopy could tell that some of the hard edges and harder feelings had been worn away.

“I'm not part of the Guard!” Loopy said, shrugging. “In fact, I'm not even a citizen of Equestria, really. And I'm pretty sure you have orders to arrest me, like, twice over.”

“The good news is that service is the fastest path to citizenship,” Brass grinned. “Miss D'Loop, you and I both know you aren't going to just let this town burn. It's going to be a lot easier if we're working together.” He held up a hoof. “I'm not asking you to join the Guard. You said it yourself, though. It's a lot nicer when you aren't being arrested.”

“Loopy, please?” Jetstream's wing brushed the changeling's side again. She fought back a blush, something surprisingly easy to do when you could control your appearance.

“It's my mess anyway.” Loopy sighed. “They're after me. This is probably my only chance to do something with backup.” She looked around the table and shifted uneasily in her seat. “If I'm gonna have any chance, though, I'm gonna need a few things. I think I'm almost completely out of the supplies I was using before.”

“I can help with that,” Jet said, confidently. “Follow me.”

***

A light flickered on, revealing the iron belly of the ship's hold. Boxes were stacked here and there, though a large amount of space had been cleared around a tarp-covered cage, chained to the deck with thick iron bonds. The visible bars were pitted and corroded, as if worn away by acid.

“How is her health?” El Toro asked, as he walked with Doctor Caballeron.

“Excellent, of course. I'm a Doctor, you know.” He smirked and walked towards the cage, but kept his distance. El Toro stepped past him to lift the tarp and look at the beast within.

“Of what?” El Toro asked, not looking at the pony.

“Hm?” Caballeron glanced up at him.

“A doctor of what?” El Toro turned and met his gaze. “You always make a point of saying you're a doctor, but you never did tell me what you're a doctor of, or where you got your doctorate.”

“I have doctorates in both Archeology and Paleontology.”

“So nothing actually relating to animal care,” El Toro noted.

“No,” Caballeron admitted. “But as you can see, I have done an excellent job caring for her.”

“Surprisingly, you have not failed in that regard,” El Toro admitted. “It is time to make use of her. Have her milked and bring the venom to me. I believe it is time that we treat this situation with the seriousness that it is due.”

***

Loopy looked around the small, almost empty room. Jetstream had taken her to a run-down apartment building in one of the oldest parts of the city. It had been an affluent neighborhood before the shipping trade moved to Manehattan after the canals opened up. Now it was just old, buildings preserved in the same state they'd been in for decades by ponies too proud to let them go to ruin but too poor to modernize.

In this building, the wallpaper was faded, showing the strong floral prints that had been popular before either of the two ponies standing in the room had been born. The ceiling sagged in places, and everything smelled strongly of mothballs and dust. Jetstream grunted as she pushed a bookcase out of the way, revealing a doorway behind it.

“A hidden room?” Loopy asked. Jet nodded.

“I was gonna put it in my house, but I didn't know if Mare do Well was a pegasus or a unicorn or what. If you couldn't walk on clouds, it would be a terrible hideout, you know? You'd fall right through the floor!” Jet walked in and grabbed a pullchain with her teeth, turning the overhead light on, the ancient lamp flickering to light with an audible hum.

“What is all this?” Loopy stepped inside, looking around. There were shelves around the walls, stocked with almost every trick and gadget she'd ever tried using, and a few she hadn't. A Mare do Well outfit, brand new and made of even better material than the old costume she'd been wearing. She took the mask down to look at it. No poorly sewn repairs or tattered edges. She looked back at Jetstream.

“I wanted to be useful,” Jet admitted, blushing. “I thought if I could prove that, then Mare do Well... then you'd fall in love with me. But now I know you love me! Forever!” Her eyes flashed green for a moment, making Loopy feel a surge of guilt that most changelings wouldn't even be able to understand.

Loopy looked for a way to change the subject, spying something hanging by itself on the wall.

“So what's that? It looks like combat webbing.” Loopy walked over to pick it up, feeling a wave of embarrassment rising from Jetstream. “Oh, there's a label. Madame Rarity's Special Intimate Collection-” Loopy dropped it, feeling a blush strong enough to almost make her lose her disguise. Almost. Then she saw the riding crop and the long stockings, and in a wash of green flame, she totally lost her composure.

“I thought you might be really, really appreciative,” Jetstream admitted. “That was just in case you wanted to show it.” She got closer, running a hoof along Loopy's sensitive wings. “I mean, you've got this brand new body and...”

“J-Jet, before you do anything too hasty, we need to talk about our relationship.”

Jetstream froze. Loopy could feel the shock and despair radiating from her. “Does that mean you... you don't like me?”

“No!” Loopy immediately sensed this wasn't the right answer. “I mean, yes. I mean- I like you. It's just that I'm a changeling, and you're a pony, and there are some things you need to know.” Jetstream released the breath she'd been holding and ran over to throw her forelegs around Loopy, the changeling swallowing, her mouth dry.

“How much do you know about changelings?” Loopy asked, worried.

“Not a lot. Do you want me to learn?” Jet looked up, and Loopy could feel her desperation increasing.

“No, no, it's fine.” Loopy quickly returned the hug. “It's just, um. Look, this is going to be an awkward conversation regardless of when we have it. I mean, it's not like any changeling ever discussed Thralls at all, especially not with a pony.” Loopy coughed and stepped back, out of Jetstream's grasp.

“Thralls?” Jet tilted her head.

“...Maybe we'll just talk later,” Loopy said, losing her nerve.

“But I want to know,” Jet said. There was a touch of her old firmness in her voice, something Loopy hadn't heard in a while. The changeling smiled a little at that.

“Just don't blame me, okay? I was trying to save your life after you practically froze to death. I sort of accidentally thralled you.” Loopy's voice trailed off to a whisper as she spoke.

“What's that even mean?” Jet asked, tilting her head. She didn't seem upset yet.

“Okay, look.” Loopy started pacing, trying to figure out a way to explain it that wouldn't sound too bad. “It's like, when we need to take control-” she stopped. That wasn't a good way to explain it. “When we need to bring someone into the hive that isn't a changeling, we make them into Thralls. It sort of connects them to us.”

“So... we're connected on a special level, like no other ponies in the world will ever be?” Jet's eyes were wide and starting to sparkle.

“You're taking this entirely too well. Probably because you're a Thrall. Maybe I should ask somepony else about it-”

“No! They'll want to take you away from me!” Jet ran over again, tackling Loopy and forcing her to the ground, standing over her with the strength that panic could give a pony. “I wanted to be with you, and now I can, and they can't take it away from me! They can't!” Her eyes were glowing a faint but steady green.

“I...” Loopy swallowed, feeling a little guilty. Part of her wanted to rationalize it. It wasn't really going to hurt Jet. Even without a little extra persuasion, the mare had a crush on Mare do Well big enough to keep an entire hive fed by itself. And as a Thrall, Loopy could feed on her much more easily. “We'll keep it between us for now.”

“Does this mean I'm going to turn into a changeling? Because that would be really cool, and I'd be okay with it.” Jet looked hopeful. Loopy rolled her eyes.

“No. That's not how it works. Ponies and changelings are completely different. It'd be like trying to turn you into a unicorn.” Loopy snorted. “All it means is that we can sense each other from a great distance.” And that Loopy could probably order her to do just about anything and leave Jetstream powerless to resist.

“Let's get you suited up,” Jetstream said, though she wasn't moving.

“You have to get off me first.”

“I have to get you off?” Jet asked, eyebrows raising.

“Just help me get the costume on.”

***

Pig Iron yawned. He wasn't used to standing around and keeping an eye out. The gray, dappled earth pony was more the type to look for an easy mark in a bar and mug them once he got them somewhere private. Now he was out in the cold with no cider, nothing to do, and bits burning a hole in his saddlebags. If it wasn't for his new boss implying he'd never walk again if he slacked off, he'd have ditched the street corner and gone to Rust Bucket's to quench his thirst.

That said, he did like his knees bending the right way, so maybe the corner wasn't so bad after all.

That was when she walked by. A beautiful mare, with a red coat and a dark mane that covered one eye, the other slyly looking at Pig Iron as she passed. As she walked across the broken cobblestones of the street, she stumbled and fell. Pig Iron found himself helping her stand.

"Woah there, hot stuff." He smirked, as she got back to her hooves. "What's a piece like you doing in a place like this?"

"I think I'm lost," she said, smiling. "There's supposed to be a bar around here and I was going to meet my friend there."

"The only place down here is Rust Bucket's. That ain't a place for a nice mare like you." He grinned.

"I'm not nice," she said, winking. "My name's Matches. Matches Merrily. Sounds like you know your way around down here. Can you show me how to get to that bar?"

"Oh yeah," Pig Iron said, his mind going blank for a moment as her flank bumped into his cutie mark. "It's right this way."

He gestured towards a dark alleyway. The exact sort of alley where a young mare shouldn't go with a stranger, especially one with a record as long as Pig Iron's. Matches Merrily didn't seem to notice, wiggling her flank as she walked into the shadows, her tail twitching.

Pig Iron licked his lips and followed. He could afford a few minutes away. It might even be worth having his legs in casts for a while.

"Careful, it's dark in here," Matches said, from ahead of him. He couldn't see her in the gloom. Dumpsters and slowly rotting trash turned the passage into a twisty maze.

"Maybe we should hold hooves." Pig Iron looked around, trying to spot her. She sounded like she was still close by.

"You want to know something funny?" Matches asked, her voice echoing off of the walls between the two warehouses. "I've actually done this before."

"Gotten lost looking for the bar?" Pig Iron asked, stopping and frowning. He felt like he'd gotten turned around. Something made his mane start to stand on end, a sense that there was something wrong.

"No. Lured an idiot into a trap with a pretty flank," said the voice. It didn't sound much like Matches anymore. There was a buzzing growl to it. Pig Iron swore and turned to run, before finding the alleyway blocked off by what looked like a giant, dripping web of goo.

"Oh no," Pig Iron whispered.

"Oh yes," Mare do Well countered, dropping down behind him. He backed up as she advanced, until his tail hit the webbing and stuck. Pig Iron yelped and jumped away, a few of his tail hairs tearing out painfully.

"You're supposed to be dead!" Pig Iron yelled, trying to circle around her.

"I'm a lot of things, dead isn't one of them," Mare do Well replied. Pig Iron could hear the smirk. "Now, you're going to tell me where El Toro is."

"No way. He'll kill me." Pig Iron ran, trying to get around the masked mare. She moved in a blur, tripping him and sending him face-first into a garbage can, the contents spilling over his head in a torrent of compost and stagnant water.

He was roughly pulled up with a sharp-edged hoof that was far stronger than a mare of Mare do Well's size had any right to be.

"One way or the other, you're going to be useful. How painful do you want it to be?"

***

"Tirek's perky crotchtits. What in Tartarus happened to you, Pig?" A violet stallion with what looked like metal teeth stood over the thug, looking somewhere between worried and amused. Pig Iron blinked at the sight.

“I can barely see straight. Tell me you ain't El Toro here to break my flank in half.” Pig Iron groaned. He was lying on the street corner, bruised and bleeding. The stallion looked like he'd been worked over with a crowbar.

“Idiot. It's me, Purple Haze.”

"Can't talk about it here," Pig Iron said, spitting out a clot of blood. "Help me up. We gotta get to El Toro. He's gonna want to know what happened."

"Why?" the violet pony asked, pulling him up. The bleeding didn't look too bad. It just seemed like he'd split his lip.

"I got worked over by Mare do Well. She said something. I gotta tell him in person. It ain't safe to stand out here and talk about it." Pig Iron took a step and winced, leaning dangerously. "I think she broke somethin' in my fetlock. You're gonna have to help me walk."

"As long as you promise not to throw up on me like last time I helped you get anywhere," Purple Haze muttered.

"Oh yeah. Last time," Pig Iron mumbled.

"Let me guess, you don't remember. You were so drunk you thought I was a mare! It wasn't cool, especially after you got frisky." Purple Haze shuddered at the thought.

"Just shut up about that and help me,” Pig Iron growled. “My head feels like it's coming apart. I can't even see straight. You just lead the way and hold me up.”

As the other pony grumbled and started down the block, Pig Iron smirked, his eye flashing green for a moment. Everything was going as planned.

***

"Hey, we got trouble!" Purple Haze yelled, half-dragging another pony up the ramp. Doctor Caballeron looked over from where he was sitting in front of a rough table covered in dirty glassware.

"What happened?" The stallion asked, putting down a flask. "Is he hurt?"

"You tell me. You're the doctor," Purple Haze said. Caballeron smirked at that. "I found Pig Iron here with the horseapples beaten out of him down at the corner he was watching."

"Hm. Who did this to you?" Caballeron asked, lifting the stallion's chin to look him in the eyes.

"Where's El Toro?" Pig Iron asked. "I need to tell him what happened."

"I am one of the Inner Circle! You can tell me as if I was El Toro himself!" Caballeron smirked and put a hoof to his chest, posing dramatically.

Purple Haze and Pig Iron looked at each other, with the same tired expression. It wasn't often that they had to deal with somepony playing middle management. The ones who were really bad at it usually ended up at the bottom of a hole after springing a leak thanks to crossbow bolts.

"Just sit down here while I go get some ice or somethin'. Luna knows we got enough of that with the freak in cold storage." Purple Haze helped Pig Iron sit and ran off. He'd gotten Pig Iron to the boat, and he didn't want to be in the way when the bad news got around.

"Do that," Caballeron said, waving a hoof. He stepped over to examine Pig Iron's injuries. "Hm. These don't seem too bad. A lot of bruising, but it looks like the blood is just from where you bit your lip."

"You wouldn't say that if you were sitting where I am," Pig Iron grumbled.

Doctor Caballeron rolled his eyes and turned back to his table of glassware. "If you couldn't handle a little beating I'm surprised you managed to get a reputation as a thug at all. Why, the thugs I used to hire were far more reliable. Of course, they were usually cultists for some forgotten deity."

"Hey Doc, can I ask you somethin'?"

"Of course. I am always happy to educate, though I rarely get the chance after the college kicked me out. 'It belongs in a museum' my hoof! If you don't want me selling artifacts then approve my grants!" Caballeron was working into a good rant when there was a burst of green light from behind him. He felt a chill go down his spine.

"I wanted to ask you..." The voice had changed. It was raspy, with a buzz to it. Caballeron spun around and found his snout less than an inch away from a masked face, staring into glowing, featureless eyes. "Where is he?! Where is El Toro?!"

"No! Get away!" Caballeron screamed, like a little girl. Or at least like a pastel horse in a show made for little girls.

"We could go on a trip together," Mare do Well suggested darkly. "You still stink like a timberwolf. Maybe we should go into the woods and we can see if Old Hickory still remembers you."

Caballeron paled at that. Instead of denying the accusation, he turned to grab a beaker from the table to throw it. When he spun around, Mare do Well was nowhere to be seen.

"Over here," she said, from his side. Before he could react, she'd grabbed the fire extinguisher he kept at the table and slammed it into his hoof, shattering the glass. Shards dug into his fetlock, and the steaming liquid splashed across his face and foreleg.

"No!" Caballeron screamed, falling to the floor in agony. Mare do Well watched him for a moment, then grabbed another beaker from the table and poured it over the wounds, the mixture hissing as the liquids reacted.

The pain faded.

"You're lucky you had the ammonia on hoof. Acid burns can be very painful. Of course, you were about to throw that in my face, weren't you?" Before Caballeron could answer, Mare do Well lifed him up by the collar.

"I don't know anything! Just let me go!" Caballeron didn't try to struggle. He had a keen sense that he'd get hurt if he tried.

"You don't know anything," Mare do Well repeated. She threw him down. "That's a big lie. You're one of Labyrinth's Inner Circle. You said so yourself."

"I was exaggerating!" Caballeron stood, backing away slowly. "I'm just a... a lackey. No, they're holding me hostage! I didn't mean to do anything."

"Like you didn't mean to sell stolen goods," Mare do Well growled. "Which started this whole mess to begin with!"

"You started this mess," Caballeron countered, quietly. "If you hadn't made an enemy of the other changelings, we'd be doing something where we'd turn a profit instead of this senseless mess that El Toro thinks we're honor-bound to follow to the end.”

"I think you love hearing the sound of your own voice," Mare do Well growled. She stepped closer, making the stallion back away.

“You don't want me! You want El Toro, right? Then you should know that there's something very important to him here. If you promise to let me go, I'll show you.”

“This had better be good, or...” Loopy trailed off. She had a feeling that after working with El Toro, what he'd imagine as a threat was worse than anything she'd come up with on the spot. Judging from how he reacted, she was right. The fear dripped from him like a cold sweat.

“Yes, yes,” he said, trying to appease her. “Right this way.” He walked, limping slightly on his burned hoof, towards a door in the bulkhead. He struggled with the wheel for a moment, releasing the airtight seal, and a smell like ozone and vinegar. Loopy couldn't help but shudder at the smell. There was an undertone to it, the metallic stench of old blood.

“What's in there?” Loopy asked, staying away from the door.

“The only thing El Toro really cares about,” Caballeron said. He gestured to the open portal.

“Mares first,” Loopy said, grabbing him by the fetlock and throwing him through the doorway, his hooves hitting the edge and making him stumble and fall. When he didn't immediately die, she followed carefully.

The smell was stronger inside. There were a number of odd shapes in the gloom, covered in dirty sheets and rags. Loopy lifted a sheet to look at what it covered, and found herself face to face with a statue. It was realistic, but badly damaged, like it had fallen and cracked, though the marks along the broken edges almost looked like they'd been made by teeth.

Doctor Caballeron groaned from where he'd fallen. Loopy ignored him and hit a hanging switch, turning on the overhead magical lights. There were more statues in the large hold, along with boxes and a lot of loose hay and packing material covering the steel floor. It looked like boxes had been dragged around, leaving long skid marks in random patterns that didn't make any obvious sense.

The centerpiece of the hold was a cage that loomed as large as a house. Loopy looked up. It had to have been lowered in with a crane – none of the doors were large enough to fit it except the huge hatch above.

Loopy slowly approached the corroded steel cage. It didn't fit with the rest of the ship. It was lashed down tightly, a tarp thrown over it to leave the interior in shadow. She grabbed the edge and pulled, the waterproof cloth coming free as the twine holding it down snapped. Her eyes widened as she saw what was within, backing up a step in alarm.

Inside the cage, a serpentine creature slowly uncoiled, eight small legs tipped with talons scrabbling at the steel floor as it moved. It was covered in black scales edged in an unhealthy color somewhere between lavender and green, and hissed as it lunged towards the changeling, the cage rattling despite the pitted chains holding it to the deck.

“Beautiful in its own way,” Caballeron said, proudly, though Loopy noted he was keeping his distance. “She is probably the largest basilisk in the world. El Toro calls her Bruja. Apparently she was the pet of a prison warden and used to keep prisoners in line. Or at least in a statue garden.”

The creature's eyes opened, glowing a baleful color with cold fire. Loopy suddenly understood what the statues were. What they had been. She hoped they couldn't feel anything, frozen in stone as they were.

“Thankfully, the rumors that a basilisk's gaze can turn one to stone are somewhat exaggerated,” Caballeron said. “The legends were confused with the cockatrice. For a basilisk, the true danger is the venom. One bite and it means almost instant death and petrification, and only in that order if you are quite lucky.”

He'd gotten behind Loopy while she was distracted. She realized it with a growing sense of alarm a moment too late, spinning just as he swung with the crowbar he'd grabbed. The edge caught her side, bending her wing spine painfully. She lunged forward and headbutted him, her horn catching his forehead and tearing open a deep gash. He staggered back as blood poured into his eyes.

“I was thinking of letting you off easy,” Loopy said, wincing as she flexed her bent wing. It would heal, but she wasn't going to fly for a little while. “I'm not in such a good mood anymore. You've been feeding it ponies,” Loopy said, disgusted. “At least changelings don't kill their prey.”

“You're underestimating me, just like El Toro.” Caballeron narrowed his eyes. “I'm not just some thug.”

“No, you're a thug who thinks he's smart.” Loopy circled around him as he growled.

“I'm smarter than you,” Caballeron muttered. “You see, unlike the others, I am quite experienced with having to make plans to defeat a flying annoyance with a big mouth and a bag of tricks.” He walked in a wide circle, keeping his eyes on Mare do Well.

“What are you going to do, bleed on me?” Loopy snorted.

“Oh, I don't have to do anything.” Caballeron stopped walking. Next to his back hoof was one of the chains securing the basilisk's cage to the deck. He kicked it, knocking out the securing pin, and the chain clattered free. The basilisk turned, sensing the change, and roared, the cage starting to come free from the deck when it lunged. With one chain down, the others weren't strong enough to hold, the corroded metal snapping.

“You idiot!” Loopy yelled, running to get away as the door to the cage swung open as the lock shattered. “That thing's a killing machine!”

“Hah! Unlike you, I'm perfectly safe.” Caballeron smirked as the basilisk stretched out to its full length. “I've been caring for Bruja for months and treating it like my own child.” He walked up to it and patted its side. It looked back at him.

“Funny you should say that,” Loopy said, watching it warily. “There are some basilisks in the badlands, and the thing is... they eat their parents.”

Caballeron blinked at that, looking up at the basilisk. Its baleful eyes narrowed, and it lunged at him, fangs sinking into his shoulder. A scream was cut short as his neck stiffened into stone, venom pouring through his veins. He fell to the floor a moment later, the stone crashing like thunder as it hit the steel. Miraculously he didn't shatter instantly.

Loopy ran for the still-open door. Just as she reached it, she heard the wind whistling behind her. The changeling ducked and rolled, the basilisk's long tail cracking like a whip over her head and slamming the door shut.

Loopy slowly turned around to face Bruja. “You're smarter than he was.” She met the things baleful gaze and could just feel the dark intelligence behind those eyes. It was laughing at her as it reared up on its four hind legs, its foremost talons clutching at the air greedily. It bared long fangs that could pierce dragonhide.

“I really hope I don't end up as modern art,” Loopy whispered.

Author's Note:

It's been a while, hasn't it?
This chapter took a bit to write, especially since I wrote almost all of another story between chapters.
There is, however, a reason for this. You can consider this to be essentially the start of Season 2. The stakes are going to be higher, the villains are going to be deadlier, and Loopy is going to have to deal with the mistakes she's made so far in dealing with them.

Thanks to Artimae for looking things over, and you should read his Mare do Well story too: Cape and Cowl

Next Chapter: Loopy Fights Bruja, no holds barred. Of course, one wrong move and she's a lawn gnome (lawn changeling?).