• Published 25th Apr 2012
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Semper Fidelis - Bobcat

In the aftermath of It's Always Sunny in Fillydelphia, Soarin comes to visit Applejack.

  • ...

Chapter 3: Alis Volat Propiis

Semper Fidelis

Chapter 3

Alis Volat Propiis

They entered another cellar almost indistinguishable from the last one. Soarin noticed that Applejack was breathing shallowly and trembling slightly. He remembered that when they'd been in a smallish hallway with a large crowd in Fillydelpha, she'd pressed up against him and shivered. At the time, he thought she was just cold, so he'd put a wing over her. Did she have claustrophobia? He hadn't really considered the possibility, but if that was true, the last week must have been pure hell for her.

Soarin's desire to give her a comforting hug vanished as soon as he saw they weren't alone. Scorpan lay there, obviously unconscious. Soarin had never seen anypony tied up so thoroughly before; he was surprised Scorpan could breathe under all those chains and ropes. "When did you have time to do all this?"

"Sometime after you did that big flash over the harbor, but before the dragon smashed that buildin'." Applejack sat down on her haunches and glared hatefully at the demon. "He ain't gettin' away."

Soarin sat down next to her, though he kept his distance. This wasn't the proper time for snuggling. "I guess we'd better wake him up if we want some answers."

Applejack nodded. She went over to the wine racks, picked out one of the bad labels and dumped the juice over the demon's head.

Scorpan coughed and sputtered before opening his grim yellow eyes. They focused on Soarin with a baleful intensity, but he stayed silent.

Applejack stomped, narrowly missing his head. "Hey! Eyes on me!" She met his gaze, and Soarin couldn't tell whose eyes held more hate. "Where. Are. Mah. Friends?"

Under that glare, Soarin would have spilled his guts before she spoke, but Scorpan laughed. He grinned at her maliciously. "Horse, I have seen things that would make you curse your creator for giving you eyes. I did most of them with my own hands. Let me assure you, you aren't going to intimidate me."

Applejack kept up the intensity of her glare. "Big talk for a monkey who can't scratch his own nose."

Scorpan seemed to realize his predicament for the first time. He struggled for a moment to break his bonds, only to find out just how thorough Applejack had been. He grunted with frustration. "This changes nothing. Your world is forfeit, just like a hundred before it."

"You ain't scarin' me. Ah stopped bein' scared on day three. Now ah'm mad, and you don't want to see what ah'll do when ah'm mad."

For all that Scorpan reacted, Soarin would have thought she'd just told him the weather forecast. He glanced around the cellar. "Aha, so that's where you've been hiding. Very clever for a horse." He gave her a toothy grin. "Where I'm from, horses are dumb brutes. We use them as beasts of burden. From what I've seen, the main difference between you and them is that ours don't have ugly tattoos on their flanks."

Soarin gasped as Applejack lashed out with her hoof, catching Scorpan in the face. She pulled him close, holding him by the ropes. "Keep tryin' mah patience, monkey, and you'll get more of the same! Answer mah question. Where are they? What did you do to 'em?"

"Ours also come in less ridiculous colors." Scorpan spat in Applejack's face.

With a scream of rage, she hurled him into one of the wine racks. Glass shattered and wood splintered, and Scorpan lay in a growing pool of purple liquid. "Is that all you've got?" As much as the demon was trying to keep up his mocking demeanor, Soarin could see that he was hurt.

And Applejack didn't look like she wanted to stop. With a burst of speed, he put himself between the two. "Applejack..." He didn't know what to say. He didn't want to see her like this, but he couldn't blame her.

She growled, "What're you doin', Soarin?"

"What am I doing? What are you doing?"

"Ah'm gettin' answers!" She challenged him with her eyes.

This time, he met the challenge. He wasn't about to compromise on this. "He's helpless!"

She was in his face in the blink of an eye. "So were all those ponies he snatched! And he just said we were the hundredth world he's done this to! He don't deserve no mercy if'n we can save 'em!"

Soarin took a calming breath. He couldn't let himself get cowed. Not this time. This wasn't an argument about how good of shape his wings were in; this was really important. "The Treaty of Ban-ei states that a prisoner of war cannot be interrogated through torture."

Applejack's eyes burned with indignation. "Ah didn't sign no treaty!"

"Celestia did, and I'm sworn to honor it."

She said, challengingly, "And if ah say ah don't give two hoots about yer oath?"

Soarin gulped. Facing down the dragon had been easier. "Th-then I have to stop you. I don't want to stop you. I don't know that I can stop you. But I'll have to try. I promised to uphold the laws and treaties of Equestria when I joined the Wonderbolts. Celestia herself was there."

"Just fer once, forget yer promises!" She pointed angrily at the groaning Scorpan. "You don't understand. You ain't been underground fer a week on account of him! You ain't been starvin' on nothin' but juice and scraps, you ain't been kept up all night by dragons stompin', worryin' that tonight was the night you ran out of hidin' spots, and you sure as shootin ain't lost yer friends to him!"

He tried reason. "If you hurt him too badly, you can't get your answers."

Reason failed. "He ain't givin' me answers anyway, but that don't mean ah can't make mahself feel better!" She tried to slip past him, but Soarin shifted to block her. She snarled, "Who're you to stop me?"

"Somepony who loves you." It wasn't a lie or an arguing tactic; it felt right, though he'd never said or written the l-word to her before. He hadn't ever really thought it. They were blowing through a lot of firsts today, none of them the way he wanted.

Her eyes widened with surprise before narrowing with anger again. "This ain't no time for love, Romeo. If you love me, let me get mah pound of flesh."


"Ah need this, Soarin." Her tone shifted from enraged to plaintive.

"No." That no was hard. He hoped he wouldn't have to say too many more of them.

"Why not!"

"Why not?" Why not indeed? He struggled for the words; it had to be convincing and true. She'd know if he didn't mean it. Finally, he said, "Because I came here to help Applejack, and right now the biggest threat to her is some angry mare who wants to make her a torturer. This isn't you. This is your anger and stress. Be honest with yourself."

She struggled with that for a long, silent moment. She leaned into him so they were forehead to forehead. He once again felt like she was staring into his soul. Finally, she said in a sad, quiet voice, "Ah still wanna do it, Soarin."

"I don't blame you." He put a comforting hoof on her shoulder.

A gurgling voice added, "How touching. How weak. This is why we always win."

Soarin's eyes widened. Did Scorpan have a death wish or something? Applejack tensed, but didn't make a move at Scorpan, much to Soarin's relief. "Do you wanna go somewhere else for a bit, Soarin? He ain't givin' me anythin' but a headache."

He sighed with relief. Being an emergency backup conscience was hard work. "Sure. Maybe some time alone will loosen Scorpan's tongue." He paused. "You sure he can't get out?"

Applejack nodded proudly. "Ah know a thing or two about knots. Ah'm sure he's havin' a hard time blinkin' right now. Long as we keep close, we're good."

"What about whatever they were using to detect us above ground?"

Applejack shrugged. "If they show up, we've got a hiding spot and a heck of a bargaining chip. Them dragons ain't gonna kill their boss to get at us."

He nodded. "Okay. Lead the way, AJ."

"It's funny. You never think about little things like the breeze 'til you can't have 'em."

Soarin nodded in agreement. The two had picked a cool, soft spot on somepony's lawn to lay down. If felt great; by now, the little pains he'd earned in the last battle had faded, except for a slight tingling in his right forehoof. They could still see the cellar where they'd left Scorpan, though Soarin was focused on his companion.

She rubbed her hoof. "In the storybooks, they never mention that punches hurt you too."

He grinned. "Yeah, they leave out a lot of details." He leaned down and gave the hoof a little kiss.

Applejack's face flushed. "Y-y'know..." She stammered, paused, then started over. "D-do y'know why ah brought you up here?"

"To get you away from Scorpan?"

She frowned at the memory. "Well, yes. Ah just wanted to talk with you without him watchin'."

Soarin nodded again. "Right. We need to plan our next move."

"Yeah... we need to do that too." She locked eyes with him. "You meant what you said back there." It took him a moment to realize it wasn't a question. "Ah think ah love you too. Ah think. Ah'm not sure. Ah don't have a lot of experience in that department."

He shrugged. "I can't say I do either."

She raised an eyebrow. "What? You? Ah've seen Dash's magazines, Soarin. Yer famous! Ah saw you on plenty of red carpets with plenty of fillies! How can you say you aren't experienced?"

Soarin barked a laugh. "You think that makes it easier? You ever read a tabloid? Famous ponies suck at relationships! Back when they had me doing those teen magazines, I got truckloads of letters from fillies saying they loved me. Well, a lot of them said 'l-u-v,' but you get the point."

That wasn't the right way to put it. Applejack gave him a hurt look. "So what, ah'm just number one hundred or somethin'?"

He held up his hooves defensively. "No no, let me finish. It doesn't do much for your ability to figure out who really cares about you and who cares about the uniform. I've had marefriends, but they were all definitely after me as a 'Bolt, not me as Soarin. One actually left in mid-date when I mentioned that the von Richthofens don't have an estate anymore. The best day of my life was when they decided I was too old for the teeny-bopper crowd and just let me focus on flying. See, I know you meant it because you like me for me."

Applejack nodded. "Okay, ah see your point. It just seems awful fast, and ah can't say I understand it. Ah know why ah like you. Ah'm just not sure what you see in me after the last day or so."

He tried to wave her concerns away. "Oh you haven't been that bad."

Applejack shook her head firmly. "Yes, ah have. Ah'm sorry for all the times ah yelled at you."

He considered telling her it was okay, but he thought better of it. It wasn't what she needed to hear. "Apology accepted."

She let out a relieved sigh. "That makes me feel loads better." She leaned into him and happily sighed again. "It don't seem fair; ah swear, you don't have a bad side."

"Stick me in a hole for a week and we'll see how pleasant I am. You're pretty much perfect when you aren't worrying about your friends."

"Yer pretty much perfect too, and that's the honest truth. Thanks for comin' for me." She kissed him on the lips again; with his Wonderbolts uniform on, there weren't a lot of other options.

Honest truth; that reminded Soarin. The next time he was in a crisis, he needed to be with somepony he wasn't attracted to; it was awfully distracting. He regretfully broke the kiss. "So, what's an Element of Honesty?"

Applejack blinked. "You don't know?"


Applejack looked truly confused. "Really? Ah knew Princess Celestia said to keep quiet about it, but ah didn't think you'd be left out, bein' a Wonderbolt and all." She paused and laughed sheepishly. "Not that ah should be tellin' you. Or tellin' you that ah shouldn't be tellin' you." She spat out, "Aw horse apples."

Soarin frowned. "Um, if you promised the Princess, you don't have to..."

Soarin was interrupted by a hoof over his mouth. "No way. That monster knows about it, so it can't be that much of a secret no more." She sighed. "Ah wish Twilight were here. She could tell it better. It's kind of a long story." She straightened up. "It all started a thousand years ago with Princess Celestia and Princess Luna. Luna didn't appreciate the nopony stayed up to look at her night..."

"So then Twilight said somethin' about the Elements of Harmony bein' inside of us, not just them round stones Nightmare Moon broke. Then the rocks glowed real bright and turned into these necklaces, 'cept for Twilight's, it was a tiara, and then we started floatin' and glowin'." Applejack laughed. "Lookin' back on it, ah should've been terrified. But it just felt natural and good. It was like somethin' movin' through me, and there was this big ol' flash and ah couldn't see too good. Twi said it was somethin' called the Rainbow of Light. When ah could see again, Rarity had her tail back and Princess Luna was where Nightmare Moon used to be." She bit her lip thoughtfully. "Ah can't think of much else that's important."

Soarin frowned deeply. Applejack gave him a worried nuzzle. "Is everythin' alright? You got awful sullen partway through that."

He struggled with how to say it. "It's nothing you said. Nightmare Moon is just sort of a sore spot for us Wonderbolts."

Applejack raised her eyebrow quizzically. "What do y'all have to do with her?"

Soarin sighed. "A lot, actually. Nightmare Moon's rebellion was the darkest day in Wonderbolts history." He paused. "Darkest like bad things happening, not darkest because of the whole eternal night thing. Though that was dark too."

Dangit, Applejack was frowning and looking at him sympathetically. She'd actually had bad stuff happen to her; he didn't want her feeling sorry for him over something that happened to his ancestors. "You wanna talk about it?"

He sighed. Again. Now he pretty much had to tell her. "Well... I work for Celestia, technically. We aren't the Royal Guard, but we answer to the Princess. A thousand years ago, we answered to both princesses, so when Luna became Nightmare Moon, we... split. Half stayed the Wonderbolts, the other half formed a new unit, the Shadowbolts. While the rebellion lasted, it was brother against brother. We... we lost a lot of good flyers, on both sides." He glared at the moon, which had almost gone over the horizon. "The fact that she used fake Shadowbolts to try and tempt Rainbow Dash just grinds my gears. It's like she's spitting on the memory of the ponies who fought for her."

Applejack didn't say anything in response. She just nuzzled him again, which made it really hard to stay mad. Soarin smiled at Applejack and nuzzled her back. "Thanks AJ."

"No problem. Ah ain't never seen you mad before; can't say ah cared for it." She giggled. "Ah was seriously startin' to think you didn't have a mean bone in your body. It's nice to know you're a real pony like the rest of us."

Her giggling was infectious. After a moment, the laughter died down and Soarin frowned again, deep in thought. "Okay, so now I know what an Element of Harmony is and why you do missions for Princess Celestia, but that doesn't really answer the big question: why did Scorpan want you so badly?"

Applejack shrugged. "Search me. Ah know ah ain't gonna do one of them Rainbows of Light for him, and as far as ah know, that's all it does. 'Sides, we ain't got those necklaces with us, and ah don't know if we can fire that thing off without it." She scratched her chin thoughtfully. "Maybe we're lucky and he don't know that?"

Soarin felt the warm rays of the dawn sun on his back as the moon finally disappeared from sight. Had the story really taken that long? He made a note to have Applejack tell more stories the next time they weren't in mortal danger; they just made the time fly by. He got up and stretched; he felt refreshed after his long sit with Applejack. "Well, I think we ought..."

He was interrupted by a blood-curdling scream from the cellar where they'd left Scorpan. He automatically shifted himself so he was between Applejack and the horrifying sound. Whatever was happening to Scorpan sounded a thousand times worse than anything Applejack had in mind for him.

Scorpan was soon drowned out as a voice as loud as a rockslide joined the cacophonous chorus. Soarin looked to see Vibria awake and on her feet. Her scales were smoking and her form was... melting? That wasn't quite right, but it was the closest Soarin could come to a good word for it. She was changing subtly; her features were growing softer and her scales were brighter. When the giant reptile opened its eye for a moment, it was an almost friendly brown, instead of the terrifying glow that had been there earlier.

Soarin felt a jerk on his tail; he turned to see the Applejack had bitten it. "Stop sightseein'! We gotta get back to cover!" Applejack could talk surprisingly well with a tail in her mouth.

... And Soarin had better things to focus on than Applejack's linguistic talents. He raced after her and slammed the cellar doors hard behind them. Not that a few inches of wood would keep Vibria away if she found them, but every little bit helped.

And then Applejack cried out in terror, which helped bring Soarin back into focus. He followed her gaze.

Soarin's train of thought was once again derailed when he saw Scorpan. Like Vibria, his whole body was shifting and melting, like he was clay being molded by an angry, invisible hand. His wings were already gone, save for a couple of nubs above his shoulder blades. The air was filled with Scorpan's pained wail, punctuated the sickening pops of bones being forced in and out of joint.

After more than a minute, the horrifying transformation finally stopped. What lay before the ponies was a creature unlike any they had ever seen before. It was naked, save for a mop of brown hair on its head and the area around its mouth. Its skin was a strange pinkish hue. Perhaps most peculiar were the many things it lacked. It had no tail, wings, hooves, scales or even claws. It looked naked and helpless; even a foal had enough fur to keep itself warm.

"Wh-what is it, Soarin?" Applejack's voiced was full of apprehension.

Soarin silently opened and closed his jaw as an explanation steadfastly refused to come to mind. "Um... I don't know."

Finally, the beast that had been Scorpan opened his eyes and stared at the pair, his face a mask of shock. "I'm awake? Hm. I guess I was overdue for a pleasant surprise." He struggled against the chains that bound him for a moment, before looking Applejack in the eye. "I hope you're as good at untying these as you are at tying them, or else we're not going to get anywhere today. And trust me, we don't have a lot of time."

Applejack whispered to Soarin, "Do you think we should? I mean, that is Scorpan... right?"

The bound creature said, "I can hear you, you know. Trust me. I am most certainly not the beast that took your friends. And if you don't let me free, you have no chance of getting them back."

Soarin lowered his voice yet further and whispered back, "It doesn't sound like Scorpan. There's some sort of magic going on here. I say let him go; he's big, but nothing that soft could be dangerous. We can take him if need be. "

Applejack nodded. "Okay, but be ready in case he tries somethin'." Applejack went to work; with a few quick jerks, the thing that was Scorpan was free.

He laughed ecstatically; this definitely wasn't the joyless demon Soarin had been fighting for days. "I don't think I've been able to move in a century! Oh everything is just as I remember it! Arms, hands, torso, legs! Legs, you get to go first! Do your thing!" He leapt to his feet in a single bound. Unfortunately, the cellar hadn't been designed for anyone as tall as him, so he smacked his head on the ceiling. He responded to this by... laughing gleefully. "Pain! Old friend, I'd even started to miss you too!" He cursed under his breath and cradled his head. "I don't anymore, since you're a backstabbing son of a troll, but it's good to know that you were there for me all the same." He looked at the pair; he towered over them, just as he had as a demon. "You know, that thing that stole my body has been taking worlds for centuries; I didn't think that what eventually defeated me would be so... adorable!" He strode past them up the stairs, whistling happily all the way. He called back, "Come, come, time's wasting!"

Applejack bit her lip nervously. "Ah think ah was less scared when he was threatenin' to kill me."

"Me too, AJ. Me too." Still, despite their misgivings, they both followed.

Facing them at the top of the stairs was a very irate looking Vibria. As much as the dragon's features had softened, it was still a terrifying experience to realize a dragon was angry at you personally. Her growl shook the ground beneath him. Soarin gulped. "Um, nice dragon?"

The pink thing walked up and lightly smacked the dragon on the face; it couldn't possibly have hurt the giant, but she looked at the biped with sorrowful eyes. "Vibria, be nice. Whatever they did, they were just trying to defend themselves." He gave Soarin a broad grin. "Racing dragons are fast and great fighters, but their egos get hurt so easily."

Applejack, despite herself, laughed at that. "Reminds me of racing ponies."

Soarin realized he couldn't just call the pink thing "that pink thing," so he said, "So, guy who used to be Scorpan... who are you?"

Giving a salute that Soarin realized was something military, the pink thing said, "I am King Scorpan of Yutlant, son of Abi, son of Harald, son of Toki." He paused for a moment, as if awaiting a response from them, before sighing. "No, I suppose you won't be bowing. I haven't had real subjects in I don't know how long." He glanced around, his eyes settling on the bakery. "Still, I think we'd best carry on introductions over a meal. Tirek will be here soon, and we've much to discuss."

"Tirek," the two ponies asked in unison.

Scorpan laughed. "What, you thought that damn monkey was the leader of your enemies? Sorry, we aren't so lucky. Hence the meal. Now. If I must go to Valhalla today, I see no sense in being hungry on the trip." Without waiting for them to respond, he jogged over to the shop. Vibria, as if on an unspoken cue, flew at high speed towards the harbor and was soon out of sight.

Applejack whispered to Soarin, "You're confused too, right?" Soarin nodded dumbly. "Good. Then it ain't just me goin' crazy. Ah was startin' to get worried."

Scorpan was a man after Soarin's heart. It didn't matter that he was eating gruel; it was a meal and Scorpan was relishing it. They were sitting around a table in the bakery's kitchen, each with a bowl of the brown mush before them. Applejack was obviously enjoying it less; she'd tried to convince Scorpan to let her use the flour for bread, but he'd stubbornly insisted there wasn't time. Still, sustenance was sustenance.

Scorpan gave a loud belch, wiped the residual gruel from his lips with his arm and slammed the bowl on the table. He adjusted the ill fitting cloak he had made from the shop's curtains. "By the gods, that was terrible! Filling, but terrible. But to taste anything again... thank you, Applejack. Water and flour, barely heated, have never been quite so sweet."

Applejack squinted her eyes, obviously unsure how to interpret what Scorpan had said. She apparently decided to just ignore it. "Alright, so what's this about a Tirek and us not havin' time for a proper meal?" She apparently didn't mind letting annoyance seep into her voice.

For the first time since he had become pink and squishy, Scorpan frowned. "It is a long, sad tale. If I were to do justice to my soldiers, I would be here all night talking of their bravery. But, we have to prepare for Tirek. So all you need know is this: many centuries ago, as we humans measured time, my civilization was at its high point. We had tamed the dragons and rode them in peace and war. That is when Tirek came. Tirek the Terrible, Tirek the Cruel, Tirek the Wicked, Tirek the Butcher, Tirek Surtrsen, we had many names for him. They all fit. Where he comes from, I do not know. What matters is that he seeks to remake all of the worlds in his own image, and he began with mine. We held out for a year, but in the end, he overwhelmed us; he turned our fallen allies against us, and eventually we were all taken captive."

Soarin piped up, "So, the dragons that attacked us were yours?"

"Aye. That is how evil works, you see. It cannot make anything of its own. All it can do is corrupt a good thing. Every dragon was stolen from the stables of my castle, twisted so that it would obey his will without a rider. But he decided that he needed someone around who knew how to care for the dragons, so he next turned his dark magics on me, creating the demon who hunted you." He clenched his fist; it quivered with obvious rage. "And I saw it all. Everything. Try as I might, I could do nothing to stay the demon's hand. The most I could do was to sway his emotions at times. Tirek's army marched across a hundred worlds, his armies swelling as he seized the souls of many brave warriors."

Soarin trembled. "If he's so strong, how are we supposed to do anything about it?"

Scorpan grinned wolfishly. "You don't attack an enemy's strength, you attack his weakness. And Tirek has a very potent weakness. When the sun shines, Tirek's magic holds no sway. It's why we... he expended energy to create those clouds when he had to come during the daytime. Even if the clouds return, I won't be changed back until it is true night. But when night comes, I will revert."

Applejack's eyes widened. "Okay, ah forgive you for not wantin' to take the time to bake."

Scorpan's booming laugh echoed throughout the bakery. "I thought you'd understand."

Soarin frowned. "But why our world?"

Applejack pounded her hoof on the table excitedly before Scorpan could respond. "Ah got it! We got the Elements of Harmony! They drove the darkness right out of Nightmare Moon and it can do the same to anything Tirek throws at us!"

Scorpan nodded. "You have half of it. Poniheim is a young world with strange laws of nature. One of those bits of strangeness are the Elements. In their pure form, they can cast out any darkness, even Tirek's. In a corrupt form, they are the tool of his complete victory. And I'm sorry to say that your friends..." Scorpan trailed off. His meaning was clear; there was no reason to make the obvious explicit.

Applejack's jaw dropped and her eyes flooded with tears. "No... he turned 'em into..." Scorpan nodded sullenly.

Soarin expected her to cry out, or to declare that she'd get them back. Instead, she deflated like a pierced balloon and slumped into his side, tears silently flowing down her cheeks.

Scorpan looked Soarin in the eyes before the pegasus could comfort her. "Give her a moment. Yes. Tirek the Cruel learned of the Elements. He also learned how to harness their magic once he had the wills of their bearers in his power. He has a magic chariot, covered in Dwarven runes. Once it is drawn by the Elements of Harmony, he need only ride it across the sky and the world will be forever shrouded in a darkness that nothing can pierce. And once he doesn't have to expend energy making his worlds habitable, there will be no need for him to be selective about his conquests."

Soarin stroked Applejack's mane in what he hoped was a comforting manner. She gave no indication she was paying attention to anything in the outside world. "It sounds pretty hopeless."

Scorpan nodded sullenly. "There's a reason I was trying to drive your lady into a murderous rage. Better to die than to live in a world where Tirek is absolute." He stood and began eying a rack of kitchen knives.

Soarin blinked. "Then why are you bothering to tell us anything?"

"It is amazing what being able to move your own limbs does for your hope." He had been sizing up a cleaver that, to Soarin, looked huge. However, in Scorpan's hand, it looked comically small. He tossed it aside with a frustrated snarl. "I wish the last stand was taking place in a more warlike world. We dragon riders typically fight with the lance or sword; everything here is more suited to spreading butter."

Soarin sighed. "Yeah... there hasn't been a war here in centuries."

"You're lucky." He sat back down. "Having won more battles than you have ancestors, I'm right sick of the business. Still, it's necessary today. So tell me, Wonderbolt... what was your name?"


"Tell me, Wonderbolt Soarin. Today, you fight not just for your own world, but for all worlds. Are you ready?"

No, Soarin wanted to scream. This was too big, too much. There was no way he was equal to the task! Nopony was, but especially not him! This was a job for the Princesses! He was just a decent show flyer with stupid dreams of military glory! The weight on his shoulders was too much! Too much! "I-I..."

Wait, there really was a weight on his shoulders. Applejack had gotten up and was leaning on his back. "You bet yer flank he is!"

Soarin stammered, "A-Applejack, I..."

"Shh." Her voice was gentle as she said, "This ain't no time for doubt. Ah believe in you, Soarin. And ah'll be right there with you."

Scorpan shook his head forcefully. "No, you need to flee this town as fast as possible. As long as you are free, Tirek doesn't have his last Element."

Soarin felt her tense up. She embraced him tightly. "Ah said, ah'll be right there with him. This Tirek's got dragons and a magic flyin' chariot. Ain't no way ah can get far enough away that he won't find me. It's do or die, and ah ain't gonna abandon anypony."

Soarin hated being in the middle of debates. He also hated disagreeing with Applejack, but he wanted her to be safe. But he didn't want to face a demon lord by himself. He had to decide; did he care more about her being safe, or about feeling better facing a battle he figured he couldn't win, even with her help? The two seemed ready to keep bickering, which wasn't doing anything for his rational faculties. Why couldn't he just run away? After all, they were just two ponies, a hyu-man and a dragon against...




Soarin hoped he could keep up the pace all the way to Canterlot. He'd hurt in the morning, but it was a small price to pay for backup. Plus, once Captain Spitfire was involved, decisions were her responsibility.

"Yee-hah!" Soarin hadn't seen Applejack that happy since Fillydelphia. Of course, the fact that she was clinging to Scorpan instead of him was annoying. Not that he thought any sane pony would be attracted to a hyu-man, but it was the principle of the thing. He wanted to be the one to make her happy by flying her places. Plus, Scorpan had to keep slowing Vibria down so that Soarin could keep up, which wasn't doing much for his pride.

At least Scorpan wasn't enjoying himself; he was grimacing from his wounded pride. The king had been a little bit embarrassed he hadn't thought of just flying Vibria out of town himself.

Still, it was time to do something romantic, if only to remind himself that he wasn't impotent here. So, he swooped in behind the pair, ready to put his hooves over Applejack's eyes playfully, when it occurred to him. Why was he flying? It just made conversation impossible and put him out of snuggling range of Applejack. He landed gently and had to grab Applejack for support. Not over the eyes, though; he slipped. Nuts. So much for that prank.

"Glad y'all could join us, sugar." She had to shout to be heard over the whipping wind.

Scorpan called out, "I was wondering why you were flying. Vibria's faster anyway." He kicked the dragon in the side, and she started flapping harder.

"Wow." Soarin had never gone this fast before. Well, at least not without bouncing off the sound barrier. His poor professional pride. It had been a good run, all considered, but it was dead now. He decided to count his blessings; they weren't going to fight Tirek right this instant, he was hugging Applejack and he got to be slower than the dragon without it being a matter of life and death. None of that had been true just a few hours ago.

Though it was surprisingly dark for this time of the day.

Oh no. Soarin looked up, confirming his fears. Those unnatural clouds were back.

"So. That's what kept you." The voice didn't come from anywhere in particular; it popped into Soarin's mind like any of his other thoughts. But it wasn't his voice, or any voice he had ever heard. It sounded bored and oddly sedate. And yet, it hit Soarin somewhere he couldn't explain. Every last one of his instincts told him that there was no such thing as too much distance between him and whoever that voice belonged to.

Applejack apparently felt the same way; Soarin could feel her muscles tighten. "Ah'm not the only one who hears that, right?"

Scorpan kept his head; he kicked Vibria's side, spurring the dragon to even greater speed. "That would be Tirek the Cruel. Ignore him. He knows we've outfoxed him and now he just wants to play at mind games."

The voice sounded hurt. Terrifying, but hurt. "Why Scorpan, is that any way to treat the being who made you perfect?"

Scorpan snorted angrily, but otherwise stayed silent.

"I see you aren't going to be friendly. Oh well. Let's have a closer look at your companions." Soarin's terror increased tenfold as he felt little tendrils work into his mind. "Hm. Not too interesting. Then again, honesty isn't a very interesting virtue, and the Wonderbolts aren't much in the way of soldiers." He paused; Soarin could almost imagine a face looking curious. "Oh ho. There's a strong connection between these two. I can use that."

"You git out of mah head!" Applejack glanced around angrily, as if hoping to catch sight of their invisible assailant.

"It's no use, Applejack. He's very persistent. Just be grateful we're too far away for him to do more than look," Scorpan said.

"Well," Tirek scoffed, "I think I can do a bit more than that. For one thing, I have to point out that you can't escape me."

Soarin finally spoke up. "Actually, we have a huge lead and we're riding your fastest dragon. And if you could just drop out of the sky wherever you liked, you wouldn't be trying to psyche us out. So yes, I think we can." Just saying the words aloud had a calming effect on him, and on Applejack, who relaxed immediately.

Applejack laughed mockingly. "Yeah, you son of a coyote! We're gettin' the princesses and the Wonderbolts and everypony else in Equestria and then you're done!"

"Hm." Tirek sounded less disappointed that Soarin would have liked. "There's that connection again. A hundred worlds and I never quite seem to escape the taint of love." For the first time, he dropped his aloof tone and instead sounded annoyed. "Really, it's so inefficient. But, I suppose it has its uses."

Applejack said, "Oh yeah? Like what? You gonna try to sweet talk us into comin' back? 'Cause ah gotta say, ah ain't feelin' much love fer you right now."

"Well, actually, I suppose extortion is a form of sweet talk. I have this question for you: how many towns are there in a twenty mile radius of Del Mare?"

Soarin's eyes widened. "Oh no..."

Soarin hoped he'd never hear Tirek's laughter ever again. "Oh yes. I know that you don't know, so I'll answer that question: three. Their total population is 2,192. Pardon me, 2,193. It's a girl."

"Those two thousand are dead even if we go back." Scorpan looked over his shoulder and shot both ponies a glare. "Don't even think about it."

"You stole my thunder, Scorpan." There was that cackle again. Where the demon Scorpan's laughter had been humorless, Tirek's managed to be mirthful and terrible all at once. "At least let me make the threat."

Applejack snarled, "If you touch one hair on their heads, ah'll..."

"You'll what, horse? I thought you were running away to get 'the princesses and the Wonderbolts and everypony else in Equestria'." His tone shifted from condescending to conspiratorial. "A bit of advice: don't make threats you can't back up. I certainly don't. As far as I'm concerned, I might as well have fun before I go through the drudgery of hunting you down."

Applejack sputtered noiselessly for a moment. Soarin could feel her heart race and her breathing turn ragged. He couldn't see her face, but he knew what she was wrestling with. He'd seen it in her eyes a day before.

"That don't help nothin'! Now ah got all them other ponies' fates on mah head!"

Was it smarter to just keep flying, and let the needs of the many outweigh the needs of the few? Yes. But Soarin had never claimed to be smart. "Scorpan, turn around."

"What? No!" The hyu-man glared at Soarin harshly. "I know this is a soft world, but we need to make the hard decisions! If we keep going, we win the war!"

Soarin hugged Applejack tighter. "It's the principle of the thing. I swore service to Celestia and the realm in time of need, and this is a time of need. I'm not abandoning those ponies." He left unsaid his unwillingness to inflict that guilt on Applejack. That would just undercut his argument with the experienced soldier.

"And if I say no?"

Applejack piped up, "Then we'll walk back."

After a moment of silence, Scorpan gave a frustrated snarl and pulled the reigns hard. With a rumble of protest, the dragon spun around. They were soon on their way back to Del Mare, though at a much slower pace.

Applejack patted Scorpan's shoulder. "Thanks, Scorpan."

"Don't thank me," the hyu-man snapped. "This is a stupid idea and you're both stupid for making me do it. But with me along, you at least have some idea of what you're up against."

Applejack looked over her shoulder. "Thanks, Soarin."

He nuzzled her as lovingly as he knew how. "Any time, Applejack."

Disembodied cackling filled Soarin's mind. "So very useful indeed."

And with that, Soarin felt the dark presence vanish from his mind.

Scorpan said, "You don't have to worry about him poking around anymore. He can't keep that up for long, unless he's had a chance to remake your soul."

Applejack let out a relieved sigh. "Thank goodness. It felt like mah brain was rottin'."

Scorpan sighed wearily. "Try working for him for a few centuries. That was a walk in the park compared to what he does when he really gets his hooks into you."

Soarin gulped nervously as Del Mare came back into view. "So, um, you said you'd be giving us some idea of what we were up against?"

"Hm? Oh, yes. Sorry, I was thinking it at you as hard as I could. I'm not used to being able to talk." Scorpan prodded Vibria lightly with his foot. She stopped actively flapping and they began to slowly gliding towards town. With an ease born of obvious practice, Scorpan shifted until he was riding backwards. "Firstly, don't think Tirek will go down with one kick the jaw. Scorpan the demon is a fragile creature; Tirek is not. Also, Applejack, don't expect to be able to engage him easily. He'll be riding his flying chariot. He hates unnecessary effort; he loves to have other beings do his walking and flying for him."

Applejack said, sadly, "So that means mah friends are gonna be with him."

Scorpan's eyes softened and he shook his head sadly. "They aren't your friends right now. They were, and if we win, they will be again. But for right now, they are mindless beasts and tools of your enemy." Anticipating her protest, he held up his hands in a placating manner. "You don't need to hurt them. They'll be firmly attached to his chariot. If you get close to them, they might attack you, but as long as you focus on Tirek, they are simply his mode of transport."

Applejack nodded hesitantly. "Alright."

Scorpan locked eyes with Soarin. "And because he'll be riding his chariot, you'll have to take him one on one."

Soarin frowned. It was weird; when he saw a chance at escape, he'd been worried. Now that he had nothing to do but fight, he felt much calmer. He nodded, more firmly than Applejack had. "Okay. What do I have to do?"

"That's the spirit!" Scorpan reached around Applejack to clap him on the shoulder encouragingly. Wow, that stung; he wondered if all hyu-mans were that strong. "Tirek has two weaknesses here. On his home ground, he is practically a god. In a world that he has not had a chance to remake, however, he cannot use his magic as long as the sun shines naturally. Under this cover," he gestured, indicating the clouds, "his magic is maintained, but he can't cast new spells on his own. The only way he can use magic in this fight is with his trident. If you can separate it from him, he'll be helpless and we can do with him what we want."

Soarin nodded. That sounded much easier than fighting a demon to the death. "Alright. AJ? You heard what he said. When we get close to town, I'll drop you off."

"What the hay, Soarin? What gave you the idea ah'd let you do this alone? Ah thought ah'd been pretty dang clear that ah wasn't abandonin' anypony!"

"Let me finish." Huh. He was getting better at keeping it together when she snapped at him. He didn't feel like shrinking away at all. "This is going to be an air fight, but I'm going to try and force him to the ground. When you get your chance, take it."

Applejack looked back at him; she was obviously worried. After a moment, she nodded. "Ah guess ah don't see a better way to do it." She turned back to the dragon rider. "Scorpan, be careful. Ah couldn't deal with anypony gettin' hurt just 'cause ah'm honest enough to be magical." She paused. "Ah'd never really thought of it, but it sounds kinda weird when you put it like that."

Scorpan turned back around and barked a laugh. "Magic is like that. You just say something is so and it's so. It doesn't have to make sense."

Applejack chuckled. "Oh, ah hope you don't ever say that 'round Twilight Sparkle. She don't take too kindly to anypony talkin' nonsense 'bout magic."

"I hope I get the chance to see what she thinks she'll do about it." He pointed to a group of faint blurs lifting off from Del Mare. "Just like I thought; Tirek brought my own dragons to fight me. If I didn't know what he's capable of, I'd say he couldn't sink lower than that. So, I think it's time for you to head off."

Soarin grabbed Applejack tighter and stretched his wings out. "Good luck, Scorpan."

Scorpan said, "Soarin, I've been stuck in a demon's head for I don't know how long. Don't wish me the sort of luck I truly receive."

Soarin wasn't quite sure how to respond to that. Finally, he said, "Then good skill, Scorpan."

"Good skill, Soarin." With that, Scorpan urged Vibria to greater speeds. The whipping wind caught Soarin's wings, dragging him and Applejack away.

As they drew closer to Del Mare, Soarin saw a strange shape coming straight at them. "This is where you get off," Soarin said as he flared his wings and dipped lower. He came to a stop behind one of the few buildings that were still intact. He pointed to a cellar door. "I know you're sick of those things..."

"Ah'll live. Speaking' of..." Applejack hopped down and looked back at him pleadingly. "Promise me you'll be okay."

"Applejack..." What the hay was she thinking? "This isn't a show! This is a real fight."

She looked down, blushing slightly. "Ah know it's silly, but it's just a feelin'. You ain't never broken your word to me yet. Promise me you'll be okay and ah know you'll make it out."

Soarin didn't want to. It didn't feel honest. But... once again, it was what she needed to hear. "I promise I'll be okay."

She nodded and darted into the depths of the cellar. Soarin considered calling out, "I love you" after her, but didn't. Tirek would be there any...

Soarin was interrupted in mid-thought when the house exploded in a pulse of black energy. He went end over end through the air before he righted himself. He was once again grateful for his goggles; a chunk of debris had cracked his left lens and he didn't want to imagine what that would have done to his eye.

Of course, he found himself facing bigger problems than broken eyewear. Floating above him was as close to the devil himself as Soarin figured he'd ever see. Soarin had thought that Scorpan looked strange, but Tirek managed to take it further. He had an upper body like a hyu-man where a pony's neck and head were supposed to go. His lower body looked like a shaggy pony's, only much larger. His face was a shade of crimson, as were his exposed arms. Everything else was black. The horns that projected from the sides of his head like a longhorn cattle's were black. The armor over his strange neck-torso was black. His helmet was black. All of his lower body was black. Even the trident, still glowing with wicked energies, was black.

Obviously Tirek was going for a motif. And it was working; Soarin felt like flying out of town as fast as his wings would carry him. Oh well. The time for retreat was over. His instincts needed to stop bringing it up; it wasn't going to happen.

Tirek pulled the reigns of his chariot and twisted beasts pulling it came to a stop. Soarin's jaw dropped and his heart sank. He couldn't tear his eyes away from them, no matter how much he wanted to. They looked like ponies, but... wrong. Their faces were long and narrow, ending in blunt muzzles. Their broad, long bodies rested atop stilt-like legs. Their eyes were unnaturally tiny, and set into the sides of their heads. Their coats were muted, not bright like a pony's. They had feathery wings sticking out of their backs, even though Soarin knew that only two of them were pegasi.

Soarin's stomach fell as he took them in. He hadn't met all of Applejack's friends before, but he definitely recognized the dull, dirty rainbow coloring of the lead creature's mane. To have somepony he knew reduced to that...

That wasn't happening to Applejack. He'd die first.

Tirek gave Soarin a onceover as the two hovered there. Finally, Tirek said, "Odin's beard, you things are tiny. Is this really the best this world can come up with?"

Sweet Celestia, Tirek's voice made his mane stand on end even more in person. Soarin shook his head, as much to clear his head as to answer the demon. "No, but I'm the best that's here."

Tirek nodded thoughtfully. "You're a humble one." With a speed that surprised Soarin, coming from something so large, Tirek leveled the black trident at him. "I hate humility."

The pulse of dark energy came without warning. Soarin barely managed to dive out of the way; weren't magic things supposed to glow before they went off? It just seemed like cheating.

Then again, to the best of his knowledge, magic couldn't turn a pony into... that. So really, all bets were off.

Soarin shot Tirek a determined glare. "Showtime," he whispered to himself. He started flapping his wings, putting on a burst of speed just in time for a bolt of black lightning to crackle through the air he'd just vacated. Tirek formed a dark whip that crackled with the same lightning and cruelly whipped the beasts, setting them into motion.

Soarin searched his mind for a strategy; he flew in a random, zigzagging pattern to buy himself some time to think, even as the magic bolts rained down around him, blasting the ruins of Del Mare into even smaller pieces. An attack from the front was out of the question; Scorpan had said that the former ponies would attack him, and a missed shot from Scorpan could hurt them even if they left him alone. So, it had to be from the sides, or behind. But could he get behind Tirek? It was time to experiment.

Soarin banked hard to the right and made a beeline for Tirek. As he'd hoped, the line of former ponies had all the turning radius of a beached whale; if he felt like making a run on Tirek, there was nothing to stop him.

He rolled out of the way of another shot. "That was close." He should have seen that coming. Obviously, the nearer he was to Tirek, the easier it would be for the demon to flash fry him. "So I guess there is something to stop me. I'll have to be sneaky." His musings were swallowed up by the shrieking wind. He thought he heard Tirek trying to mock him, but the demon's speech was also rendered indecipherable. Soarin scanned the ruins of Del Mare and saw a small cluster of intact houses. After some rough calculations (he owed his teachers at the academy an apology; those lessons on geometry were about to come in very handy), he dove down and hovered behind the house furthest from Tirek. He had to go in at just the right angle; he couldn't let Tirek see him for more than a few seconds at a time if this was going to work.

After a moment's pause, Soarin took off towards a house closer to where Tirek had been. He was just in time; another black bolt blasted the house, pelting him painfully with chunks of wood and rock. Oh well. He could worry about pain later. He repeated the process twice more, working his way over to the demon. He'd been going in a diagonal line, heading to his right. He chanced a quick inspection of the blasted houses; perfect, there was still a single wall standing at the last one. Soarin expanded his cloud contrail greatly, leaving a full sized storm cloud hovering a foot above the ground. Once he was behind the last house, he flared his wing, braking as hard as he could manage. He managed to come to a halt and flapped hard backwards, launching him behind his newly minted cloud.

Once again, there was a black flash and the rain of debris. A few blind shots flew through Soarin's cloud, punching large holes in it. That he hadn't planned on; a few more bursts caused the cloud to lose all cohesion and disappear into thin air. With a curse, he went back to top speed and climbed back into the sky. "So much for my ambush," he muttered.

Soarin glanced at Tirek in mid maneuver. He'd expected to see the demon laughing, or making a boast he couldn't hear. Instead, Tirek's face was creased by an annoyed scowl. Soarin took an odd comfort in the fact that his opponent wasn't enjoying this. At least he was pushing Tirek the way Tirek was pushing him.

Yet he couldn't quite understand Tirek's annoyance. Through it all, there was a part of him that was practically singing with joy; he loved the adrenalin, the hasty plans, the high speeds, the danger, all of it. Soarin felt like a key in its lock. This felt right. As much as was on the line, as much as he was outclassed and outnumbered, this was what he was made for. It was like flying a perfect routine, only better. He felt almost grateful to Tirek for giving him this chance. The itch he couldn't scratch was finally being relieved!

Then he recalled the look in Applejack's eyes when he'd first seen her; the terror, the exhaustion, the relief that somepony, anypony, was there for her. She certainly hadn't enjoyed herself. Soarin realized he needed to keep that in mind; as much as he was enjoying the contest, ponies had had their lives destroyed this week.

It was a good thing he'd seen the inglorious side of war before he got to fight, or else he might grow to love it.

Better to end it as soon as possible, then. He began to gather elemental energy again and, throwing all of Scorpan's sound advice to the wind, flew head on at the long snouted thing that had been Rainbow Dash.

Tirek, thankfully, seemed unwilling to risk hitting his twisted servants. Instead, he bellowed loudly, and all of them began working their feathered wings yet harder.

Wow, Tirek had fallen for it. Soarin was legitimately surprised. Oh well, might as well use the opportunity. He shut his eyes, rolled left and released the Buccaneer Blitz he'd been gathering. Even through his eyelids and the heavy goggles, he saw the blue flash. The pained whinnies of five monsters and the scream of another told him it had worked. Soarin opened his eyes again, rushed past the former ponies, and clasped the stunned Tirek's trident with his hooves...

And for his trouble got what felt like releasing ten Thor's Hammers simultaneously. He saw spots dance before his eyes and tasted copper. Thank goodness he'd spasmed free of the trident, or he might well have been fried then and there.

As he fell from the sky, his body numb and smoking, Soarin wondered why Scorpan hadn't mentioned that little feature of Tirek's trident. Then again, when would Scorpan have had a chance to touch it?

There was no midair recovery this time; he was barely conscious after that zap. At least he landed on something soft. It felt like a pillow, except pillows didn't say, "oof" in a feminine tone. He was laid gently on the ground and he found himself face to face with Applejack.

"Soarin! Are you alive?" Applejack looked at him pleadingly. He wanted to tell her that he was fine, but his tongue was asleep. He managed to keep her gaze, which seemed to reassure her somewhat.

However, she broke eye contact and glared upwards. She reached into the saddlebag they'd packed before leaving town, fished out two apples and bucked them so hard that Soarin felt the impacts. Soarin heard Tirek's pained snarl, along with two splattering sounds. He was lifted up and dragged back towards the cover. He wanted to tell her to leave him, but all he could manage was a gurgle.

The issue was moot; another burst of energy hit the ground in front of them and threw them both through the air the way they'd come. Soarin landed on his side hard enough to feel it through his numbness. That'd be sore in the morning... if he saw another morning. From his angle, he could see Applejack getting up in front of him. When she saw what Tirek had made of her friends, she shuddered, almost falling down. He was glad he couldn't see her face; it was heartbreaking enough seeing her body language.

Tirek brought his chariot in for a landing in front of Applejack. He hopped out and patted the closest creature, which had a pink hued mane, on the flank. "I see you're admiring my handiwork. I so love fixing things; you might say it's my gift."

Applejack cried out, "You monster!" Soarin tried to get up, to say anything, but it was too late. Applejack was already charging in, moving with a speed Soarin had never seen from anypony without wings before.

Her speed seemed to catch Tirek off guard too; he obviously hadn't expected her to be so foolhardy. Applejack was dwarfed by the demon; he was easily the size of two normal ponies. Applejack didn't care. She slipped around to his side and bucked him in the back leg as hard as she could. Soarin could hear the crack from twenty feet away. Tirek cried out and stumbled back. Applejack danced around his first swipe from his arm and bucked him again, this time in the ribs. Again, there was an audible crack, and Tirek gave a pained shout. Soarin allowed himself to hope that Applejack could handle it by herself; his body still felt numb and dead, so she'd have to.

Unfortunately, Tirek wasn't willing to stand there and let himself by hammered by the swiftly moving pony. "Enough!" He slammed his trident butt-end first into the ground, creating a black shockwave that sent Applejack flying back towards Soarin.

She bounced twice and skidded to a halt in front of him. They were almost face to face. He expected her to leap back to her feet right away, and she tried. But something in her shoulder wasn't working right, and she grunted in pain after it collapsed beneath her.

Meanwhile, Tirek was walking over towards them at a leisurely pace. He seemed completely confident that his quarry wasn't going anywhere.

Still pained, she opened one eye and met his gaze. Applejack's eyes began to tear up. She smiled regretfully. "A-ah guess we should've kept goin'."

Soarin wrestled with his numb mouth and managed to slur out, "Yeah, that would've been the smart thing to do."

She sniffed and cleared her eyes with her good hoof. "Soarin, whatever happens, thanks for comin' for me." She reached out and took his hoof in hers. "Ah'm sorry it ended like this. Ah'm sorry about a lot of things ah've said and done."

Soarin shook his head, tears clouding his vision. Unfortunately, his hooves were still limp, so he had no way to clear his eyes. "N-no AJ, it's f-fine. I'm sorry I didn't get you home. I guess that's one promise I won't be keeping."

Despite herself, despite everything, Applejack laughed. "You big goof, here we are and that's all you care about?" She leaned in and gently kissed him on the lips. He could barely feel it through his numb lips; he cursed them for that. "Whatever happens, ah love you. Even if ah'm one of them things, no matter how deep ah'm buried, the real me in there still loves you."

Before Soarin could respond, a great shadow blocked out the sun. "Oh shut up already." Black energy shot from Tirek's trident and coursed throughout Applejack's body.

The sound Applejack made was the stuff of nightmares. Soarin would never forget it, as much as he wanted to. Her body twisted and smoked, growing larger and larger. He found himself pushed away as one of her large, dinner plate sized hoofs pressed against his chest and he was carried along by her continuing growth. Her fur turned dull, becoming more rust colored than orange. Her freckles disappeared and her hat, now ludicrously undersized, popped off her head. Her eyes shrunk to tiny, uncomprehending pinpricks. Her face extended outwards, further and further like the jaws of a prehistoric beast. A set of pegasus-like wings sprouted from her back as she rolled to her feet and looked dumbly at Tirek. Apparently the transformation had fixed her busted shoulder, as she did so without apparent pain.

Through it all, the tears rolled down Soarin's face and refused to stop. He'd failed utterly.

Tirek gestured towards the team of other beasts wordlessly. The thing that had been Applejack trotted over and began to tie herself in at the empty space in the line. Its efforts were clumsy, but it kept at it .

"Why?" Soarin managed to say that through his sobs; he was surprised it came out as clearly as it did.

Tirek looked down at him with utter disgust. "Because you are you and I am I."

"Th-that doesn't make sense!" Soarin had no illusions of talking the demon into giving up his plans, but he wanted to know why, darn it! "What did I ever do to you? What did anypony ever do to you?"

Tirek seemed to consider whether or not Soarin was worth it. Finally, he said, "To me personally? Nothing. And that is enough." He gestured around the smoking ruins of Del Mare. "Do you see this town? You see buildings and homes. I see a monument to the waste of wills that I have not bent to my image. I see a town that I did not ask for, and that itself offends me."

Soarin grit his teeth, his mind reeling. "What the hay do you mean? How does somepony else making a life for themselves offend you?"

"Because I did not will it. I did not approve it. This town is a sign that in creation, there are still beings that do something other than what I will them to do. And that is a sin I will not tolerate."

The shock Soarin had felt was soon forced out by a growing anger. "You did all this just because you're an egomaniac?"

Tirek smirked. "It is insanity in a lesser being. Fortunately, I am no lesser being." He leveled his trident at Soarin, and it began to crackle with the same energy that had corrupted Applejack. "I will give you the chance to learn this at my side until the end of the war against all. I imagine the dragons are picking their teeth with Scorpan's bones as we speak, and I'll need a new right hand man."

Soarin struggled, attempting to work his legs, but all he managed to do was flail helplessly.

Tirek's features contorted angrily. "Don't struggle. It's a wasted effort." Soarin redoubled his attempts. Still nothing; Tirek just rolled his eyes. "This is exactly why you need to be fixed." The black lightning flared out and Soarin's nerves screamed in protest.

After a moment, the pain subsided. Soarin opened his eye with trepidation.


From what Tirek told him, he shouldn't have been able to even open his eye. And he didn't feel anypony else in his head.

Tirek glared at the trident. "Hm. Fixing the last Element of Harmony took a bit more energy than I expected. I'll have to fix you later. Oh well; there's plenty of time. You won't be able to move for days. While you lay there, watching the sun die, reflect upon the folly of opposing me." With that, he turned around, trotted back to his chariot and with the crack of his whip, he was again airborne. As the six former ponies ran, they left a trail in their wake. It looked like a rainbow, except it was made of various shades of grey and black.

As he lost sight of Tirek and his team of monsters in the distance, Soarin realized something had changed since his second jolt: he could feel his lips again. In fact, he could feel his everything again. Experimentally, he moved his right foreleg and realized that it was moving perfectly. In fact, it was better than it had been at the start of the fight; that faint ache he'd felt since unleashing the Thor's Hammer was gone. How the hay did that work?

Then it hit him. And he laughed. He didn't want to laugh. It wasn't really funny. But the rage, sorrow, despair and everything else he felt bubbled over, demanding expression. He rolled on the ground and couldn't get himself under control for a whole minute.

Tirek's transformation had healed Applejack's wounds. Tirek had run out of energy before he could turn Soarin into the new Scorpan, but he'd managed to use the part of the spell that restored him physically.

And Soarin was going to make him pay for that mistake. He pawed the ground and snorted a puff of steam. Oh, Tirek would pay. He'd take off, knock him out of his stupid little chariot, break that stupid trident over his knee, pound Tirek's stupid face into a fine paste... and then he'd get creative. He wouldn't rest until he'd avenged Applejack.

Avenge Applejack...

That was a sobering thought. No... he didn't want to avenge Applejack. He wanted to save Applejack. Avenging Applejack implied that she was gone forever. Maybe she was, but he was going to hold onto hope as long as he could.

Soarin needed a plan, and quickly; he was faster than the monstrosities, but if Tirek could block out the sun permanently with whatever it was he was doing, every second counted. He didn't even have the time to go check on Scorpan. He hoped the hyu-man was having better luck... er, skill than he was.

As Soarin took off in hot pursuit, he considered and rejected a dozen plans. A direct attack was out of the question. Applejack could kick way harder than he could, and while she'd staggered Tirek, there was no sign he was hurt too badly after two solid blows. Worse, all Tirek had to do was tap him with that staff of his and he was sunk. Without proper clouds, Soarin had no way to make ranged attacks of his own, and he couldn't fire them off nearly as fast as Tirek could, even under the best circumstances.

So, he had to come up with something indirect. Maybe he could disconnect the team from the chariot and try to scatter them? But they'd been "fixed." For all Soarin knew, they'd rush to Tirek's defense... and six on one odds weren't any good even when he was willing to hurt an opponent.

Okay, so he couldn't think of a way to overcome his enemy's forces. That meant the terrain. But they were flying, and pretty high up at that. There wasn't any usable terrain. The clouds were worthless. So many problems would be solved if he could just get rid of them.

Hm. What had Scorpan said? "When the sun shines, Tirek's magic holds no sway." Clear the clouds and Tirek would be helpless, and everypony would turn back. But he couldn't touch the clouds. He'd need another way to clear them.

Only one maneuver recommended itself, but he'd never heard of anypony trying it solo before, and if it didn't work, he wouldn't even have the energy left for a controlled crash landing.

Oh well. Soarin hoped he would survive this whole thing, because with all the desperation moves he was doing today, he would be able to retire off the training manual residuals. With a flash of lightning, he doubled his speed. The wind whipped him mercilessly and even his rejuvenated wings complained about the strain.

He didn't care. "I'm coming for you, AJ. And that's a promise."

End of Chapter 3