• Published 28th Feb 2017
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That Changeling's a Bad OC! - Raugos



What is a changeling to do when she finds herself dragged along on a Daring Do adventure? Fangirl right the heck out, of course.

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Chapter 7

Max’s heart pounded in her ears. She felt like a fly caught in a web, buzzing futilely within the confines of her own mind. Every thought, every intent strained at the boundary between desire and action, but the sticky molasses that filled her skull sucked each impulse back in before it could reach her muscles.

Aside from her eyes and some parts of her face, the rest of her remained inert as a statue. Fear and confusion spilled from the others and roiled around her like a tempest, stirring up the hunger deep within. Hunger that she couldn’t sate, no matter how much she wanted to.

This is bad. Bad-bad-bad. We’re dead. So dead. Run! Why can’t I run? Help!

The spider-headed abomination raised its unsteady hand several inches from the floor, pointing a couple of spindly, clawed fingers in her general direction. Then, with a deep voice that rippled and reverberated inside her mind, it uttered a single word:

“Learn.”

Max would’ve hissed and screeched if she could when it drove what felt like a railroad spike directly into her forehead. Thankfully, it gradually dulled down to a deep ache behind her eyes. Snatches of myriad concepts whirled past her consciousness, too quickly for her to comprehend beyond the most basic inkling. Her eyes instinctively rolled up into her head whilst her lids fluttered and twitched erratically, killing what little vision she had left.

Eventually, the onslaught of information ceased, and she focused her somewhat blurry vision back onto the abomination. It hadn’t moved much, and she couldn’t tell if any time had passed at all since its first command.

“Come.”

Max heard her chains clinking as she stepped forward. So did a couple of her captors, as she saw the shadows change angles to match the sway of the lamps hanging from their saddlebags. She tried to squirm away and run, but her impulses never made it beyond the thinking stage.

She shivered when a cold and clammy sensation tickled the inside of her brain, spurring the omnipresent whispers to rise and fall rhythmically with its writhing movement.

Get-it-out-get-it-out-get-it-out!

A surge of magic rushed to the tip of her horn, bathing the room with green light. Seconds later, Galleon’s purple and Speckle’s teal magic illuminated the room as well. Wavy streams of magic flowed from their horns and merged into a solid beam directed right into the shaft of the paladin’s golden spear that impaled the abomination’s midriff.

Her vision wavered for a couple of seconds, then blacked out entirely.

In her mind’s eye, Max saw a labyrinth of intricate arcane matrices, each in turn composed of individual thaumic threads pertaining to various concepts, most of which she didn’t know the meaning of. Immunology. Morphic resonance. Electromagnetism. Psionic cascade…

“Release me.”

Not that the Master needed her to understand, apparently. The cold worm in her brain directed her attention to specific nexuses and nodes, and she felt her magic working in unison with Galleon’s and Speckle’s to tug at them and unravel the whole enchantment’s matrix one thread at a time.

Is this what top-level spell casting feels like?

Max had never dabbled in advanced magic to any extent beyond getting the hang of mind-blanking spells and basic utilities like heating and lighting. Even the most complex transformations were more a function of instinct, raw talent and a healthy store of love rather than the sheer concentration and intelligence required to manipulate the inner workings of the universe to such a fine degree.

At least, it looked that way to her. She never would’ve managed it without having the Master directing her consciousness. In fact, when she stopped struggling and instead focused on observing the work he forced her to do, it got kind of relaxing…

No. No. Don’t get too comfortable!

Pushing back against the mind pressing down on her consciousness felt about as effective as bashing her head against brick wall, but that didn’t mean she had to roll over and give up, either.

Lie low and wait. Basic training. Strike when they least expect it.

Max gasped as they completed the counterspell; the sudden increase in power draw ate up a significant portion of what she’d gathered from Speckle and Daring through the course of their underground trek.

Thaumic whiplash stung her horn as the ancient spear’s magic enchantment shattered in a flash of blue light along the shaft. But despite the pain, the Master did not allow them to relinquish their grip on it. Its owner had thrust it into the abomination with such force that the blade had embedded itself deep into the wall behind and refused to come loose. They tugged and strained, and the trembling shaft produced metallic creaks in protest.

They heaved again, and the spear snapped free with a resonant clang and spun backwards like a saw disk, right between Galleon and Max. She flinched as it narrowly missed her ear and sliced off a table’s corner before clattering onto the floor behind them. Max then turned her gaze back to the abomination and saw it slump to the floor like a lifeless puppet.

“What the hay was that?”

Max yelped upon hearing Furlong’s shrill cry and spun around.

She instantly regretted it when agony lanced through her head. Scrunching her eyes shut, she grimaced and waited for it to pass before tentatively taking a peek. Galleon and Speckle sported similar grimaces and unfocused eyes, reeling where they stood whilst wispy magic trickled from their horns. Furlong looked on the verge of a panic attack, with her rapid, shallow breathing and pinprick pupils.

“What is that thing?” Furlong cried as she pointed a wing at the abomination.

Max glanced at the limp creature and took a wary step back. “Just a thought, but it looks like we’ve found this Master of yours…”

Galleon stopped rubbing his temple and blinked at her before switching his gaze to the monster, then back to Max with a scowl. “Impossible. That… that cannot be. We must have missed something. I can still sense him nearby.”

“Exactly. He’s right there, you idiot! And he’s not a pony!” Max hissed, throwing both forelegs up in the direction of the abomination.

“Master or not, that thing’s dangerous, and it’s still alive,” growled Blizzard as he strode towards the fallen spear. He then hefted it and swung it in an arc, testing its balance with practiced ease, and then aimed the gleaming point straight at its spidery head.

That guy’s definitely an ex-royal guard or mercenary, Max thought.

“Wait!”

Max didn’t hear the rest of Galleon’s words. The room erupted into a chorus of shouts and panicked cries as Blizzard charged. His heavy hooves thundered against the floor, throwing up little clouds of ancient dust. With all his bulk and momentum concentrated into the spear’s notched but still very functional tip, he should’ve easily skewered the thing just as the dead pony on the floor had done before.

But instead of a crunch or clang that Max expected, Blizzard simply grunted, frozen in place with the spear’s point quivering just an inch away from the abomination’s spiny, bony forehead. He hadn’t braked or skidded, he’d simply stopped, stuck in mid-gallop with two of his hooves completely off the ground. A vein bulged in his neck as he stared straight ahead, eyes twitching. He looked like he was trapped in somepony’s magical grip, except that there was no glowing aura around him.

Somehow, Max found herself entranced by the spear. It had a groove running down the middle of the blade, leading to a hole at the thickest part, reminiscent of a syringe’s needle. Brownish-green stains tarnished the golden metal.

A poisoned weapon?

By then, everypony had shut up and was staring in silence.

Slowly, the abomination lifted its face and regarded Blizzard with six black, beady eyes. Then, it raised its right hand into the air. Blizzard made a choking noise as it did so, and he tilted just a smidgen to the side in synchrony with the abomination’s hand. Then, the monster abruptly swept its hand in an arc, like it was swatting a fly, and Blizzard flew in the other direction with a whoosh and crashed into a table, sending splinters and various apparatuses flying in every direction. The spear clattered off into the shadows, and his lamp shattered on the floor as he groaned and rolled amongst the remains of the furniture.

Wind shear whipped out her crossbow and cranked it, bellowing, “Kill it. Kill it, now!”

Hooves pounded on the floor as everypony ran and ducked for cover behind furniture. Max whirled around, tried to gallop away and toppled to the floor with a shriek when her chains kept her forelegs from fully extending. She hit the floor with a pained grunt, barely avoided biting her tongue off, then flinched when she heard the heavy thuds of the crossbows firing.

The bolts whizzed in the air above her, and she craned her neck back to see if they found their mark. She then felt her breath catch in her throat when the monster raised its hand and halted the bolts in mid-air, just like the spear. It then lowered its hand, and the bolts clattered uselessly on the floor.

“Keep firing!” cried Furlong as Wind Shear and Speckle fumbled to arm their crossbows for another shot.

“Out of the way,” said Galleon, pushing past Wind Shear.

His horn still had a few stray sparks arcing out of it, but there was no mistaking the raw power behind the fiery corona surrounding it, and Max quickly decided that she would not want to be on the receiving end of his magic in his current state. The monster braced itself with one hand against the wall as it tried to stand up, but Galleon quickly brought it to its knees with a continuous, crackling beam of purple magic straight to the chest.

“What trickery have you wrought?” he growled.

It bowed under the magical assault and crawled on the floor, twitching the pedipalps on its face and hissing as smoke rose from its robe.

After casting a sideways glance at the skeleton of the fallen paladin, Galleon returned his gaze to the monster and strode towards it, eyes ablaze with unmitigated fury. He then stomped on one of its fingers and roared, “Where is he? Foul creature of the dark, you will not keep us from our Master!”

The monster chittered weakly in response.

For a moment, Max thought it would simply keel over and die, but a deadly calmness settled over the entire room. From the corner of her eyes, she could still see the others moving, and she still heard the crackle of Galleon’s magic, but everything grew increasingly dim and muffled with each passing second.

Then, she gasped when a rapid series of bright flashes assaulted her vision, accompanied by deafening, otherworldly screeching. Closing her eyes and flattening her ears did nothing to stymy the sensory overload. She could only whine as she pressed both hooves to the sides of her head in an attempt to keep her skull from splitting apart. She heard the others screaming, their shadows toppling to the floor and writhing in agony.

Squinting, she saw Galleon standing with his legs spread wide, grimacing as he fought to keep his beam of magic focused on the abomination. His magic flickered and wavered intermittently with the tremors that wracked his body, and sweat dripped down his temples.

“Rudimentary mammals. You enter our abode, stumbling in the dark, incapable of comprehending the works of those who have mastered the world before you.”

Galleon visibly paled as it looked up to him, its mandibles clicking ominously.

“N-no, you cannot—you lie…” he stuttered. “Everything we’ve worked for…”

“Is for naught, the delusions of a fragile lifeform searching for purpose.”

Galleon ground his teeth. “Liar. I do not believe you!”

It raised its right hand, palm facing outward with all fingers outstretched – except the crooked one that Galleon had stomped on – and retorted, “Your belief is not required. Now cease.”

It curled its fingers in to form a fist, and then Galleon’s magic instantly fizzled out. His eyes turned glassy as he gave the monster a thousand-yard stare, and a thin line of drool leaked out the corner of his mouth.

Now unhindered, the creature slapped its shoulder to smother a smouldering patch on its tattered robe and slowly rose with all the poise and grace of a king. At least, as gracefully as it could for something that had just freed itself from impalement. It looked rather starved and sickly, too, if its sallow skin was any indication, and she even saw its ribs through a hole in its robe.

And it didn’t just stand, it levitated itself. Several inches off the ground, and without any visible wings.

Meanwhile, Max realised that the pressure bearing down on her mind had eased up a little. She no longer felt like she was looking directly into a flashing strobe light whilst somepony hammered nails into her skull, in the middle of a crowd of screaming teenage mares. It still hurt, but at least she could think past her headache. Not that it helped very much – her legs simply twitched and shifted a couple of inches when she tried to get up and run. Only her eyes and lungs seemed to be working properly.

Somepony snorted in the shadows.

Then, with a roar, Blizzard came barrelling out of the corner of her vision, thundering straight towards the abomination, which calmly used its left hand to repeat the gesture it had used on Galleon. Blizzard simply froze in mid-charge and dropped to all fours on the floor a second later, folded his wings and stood in place with a blank expression, like a bored royal guard on sentry duty.

At the same time, Max felt the cold grip on her mind lessen again. She flicked her tail and dragged herself towards the nearest table.

A flash of teal light lit up the room as Speckle uttered a panicked yelp and flung a half dozen jars and other debris towards the monster. It shifted its gaze to the projectiles, and they all instantly lost momentum and crashed to the floor.

The pressure lessened even further, and Max hauled herself back onto her hooves.

That’s it. It can’t hold us all at once!

She plodded away, straining against his hold one step at a time. With enough distance between them, she might just break away entirely and run.

A crank, followed by a thump and whizz.

Turning, she saw the monster pluck another bolt out of the air and toss it aside with a lazy flick of its wrist. It then stretched out its hand, and a choked cry escaped Furlong’s throat before she went blank-faced and dropped her crossbow.

The pressure disappeared entirely.

Yes!

Max broke into a gallop towards Daring, who had apparently managed to pick the locks of all of her shackles and was halfway done with extricating herself from the tangled mass of chains at the room’s exit. She dashed past Wind Shear, frozen in the act of loading her crossbow.

Then, she saw a wide-eyed, hyperventilating Short Fuse hurl a bundle of dynamite at the monster.

“You stupid grub!” she cried as she whipped her head around in search for the sturdiest object to hide behind.

Nothing.

With that many in such an enclosed space, nothing short of a granite sarcophagus would keep her safe, and even then, she’d probably still go deaf.

Unable to stop herself, she turned and watched as the bundle rolled up to the monster’s feet. Its pedipalps twitched for a couple of split-seconds, and this time it showed little grace in the way it hastily brought both hands close together with its fingers outstretched and slightly curled, as if holding an invisible watermelon.

The remnants of the sparkling fuses vanished into the dynamite. Then, time seemed to slow as the red sticks bulged and bloomed one after another, coalescing into an incandescent ball of light. But instead of expanding outward to obliterate everypony, it wavered and pulsed inside a shimmering sphere of air, whilst the abomination twitched and trembled, just inches away.

At the same time, Galleon, Blizzard and the others broke out of their collective stupor, spun around and fled, wild-eyed as they swore and cursed.

Then, the monster slumped, and the shimmering sphere burst.

The light and air expanded out towards Max like a tidal wave and sent her flying, chains and all. She sailed head over hooves, grunted as she bounced off a table, rolled and spun a couple of times, stubbed her hoof, then smashed her back and wings against what felt like a solid wall. The fiery air then dissipated, leaving the room dim and smoky.

Some of the lamps had shattered in the blast.

Brown and grey feathers floated in the air.

A high-pitched whine rang incessantly in her ears.

With a groan, Max eased herself into a sitting position and saw the others picking themselves up from the floor, too.

Wind Shear dashed past her, followed by Furlong and Short Fuse. Blizzard came lumbering by a couple of seconds later, carrying a bloodshot-eyed Galleon on his back.

Everything sounded muffled. She couldn’t make out Galleon’s words, but she could still read his lips as he murmured, “All our w—… wasted… p—… for a fool…”

Speckle tottered along soon after, but he skidded to a halt just before passing Max, bit his lip for a moment, then turned to his peers and shouted, “What about the changeling? And I can’t see Daring Do anywhere!”

“Forget about them!” Blizzard hollered back as they ducked out of the room. “We’re blowing this joint and getting the hay out of here!”

Speckle’s eyes widened, and Max mimicked his panicked squeak when she saw Short lighting the fuses of a couple of dynamite sticks he’d plastered to the entrance’s doorframe, just a few yards away. He broke into a gallop and barrelled out of the room, taking the last lamp with him and leaving her with only the sparkling fuses for light.

Oh grub.

Max rolled, dragged herself behind an overturned table and curled up tightly with her hooves pressed against her ears.

A blinding flash threw everything into stark contrast for a split second, and then the table bucked and punted her forward a couple of tail lengths whilst the blast punched the air out of her lungs. Then, she felt the floor shudder with a heavy impact. Dust-laden air rushed past her, coming from the direction of the entrance.

They’d collapsed the doorway.

Max curled up and moaned.

Her ears wouldn’t stop ringing. Her bones ached. Her head throbbed. She might’ve fractured the carapace on her back, and she could feel stinging lacerations on her wings. Daring Do was nowhere to be found.

That’s it. This is my grave. Here lies the stupidest changeling that ever stupided…

The pain gradually ebbed away, leaving her with a dull thumping in her ears as she lay on the gritty floor. Her chains scraped against stone as she tried to reorient herself. The room felt way bigger in the dark, and she couldn’t quite remember which way to crawl to reach the exit.

Then, she heard some scratching and scraping nearby, and her ears instantly flattened.

Oh hayseed, it’s still alive.

Max froze and held her breath.

Silence.

Then, another scrape. A bit of fluttering. A low chitter and a short, raspy breath. Claws scratching against the floor. Muffled shuffling.

The burning in her lungs intensified as the seconds ticked by, until she had no choice but to slowly ease the sour air out through her nostrils. She then carefully drew in another breath, resisting the urge to suck it in all at once.

Minutes passed. Her heart refused to drop its frantic pace.

She flicked her ears and swivelled them this way and that, frowning as she did so.

Where is it?

Without warning, green light bloomed in the space above her.

She started and covered her horn with her hooves, thinking that she might’ve accidentally discharged some magic, but soon realised that the dim illumination came from a crystalline fixture in the ceiling, like one of those fancy magic lights in the Crystal Empire that she’d heard abou—

A clawed hand reached out of the shadows and slapped the floor just inches in front of her.

Horse apples!

Max screeched and flailed against her chains, then toppled over and scooted backwards on her rump to get out of its reach. She hyperventilated as it crawled into the light, waving and twitching its pedipalps. Bluish blood leaked from the gaping hole in its chest and dripped to the floor.

Then, she paused when she heard it chitter.

“Reh-chet veer-min…” Its hand trembled, wiry muscles straining under the dry skin of its forearms as it dragged itself toward her.

Max frowned.

“What did you say?” she murmured in Vespid.

It stopped crawling, and all six of its eyes focused on her with renewed intensity. It had no apparent eyelids, but Max got the impression that it would’ve blinked if it could. Its pedipalps rubbed together like two sets of hooves, almost contemplatively.

“Yuu understahn. Yuu srpeik—lyk kin…” it chirped.

Holy guacamole, this is unreal.

Max nodded slowly. “Didn’t catch all of that, but yes, I think I can understand you!”

“Uhn-espehkted… yuu-er uzfohl.”

She tilted her head. “What—”

The abomination lunged.

Max barely had enough time to open her mouth and shriek before it had covered the left side of her face with its hand. It didn’t strike her so much as give her a firm pat on the cheek with its cold, dry palm, but the moment its fingertips descended and pressed against her skull, the ground fell away beneath her body. She swung at the creature’s head with her forelegs and felt the chains strike its bony plating, but aside from a low hiss, it did not react to the impact.

That icy, clammy worm wriggled into her brain again, paralysing everything it touched. It then reached deep into the recesses of her mind and tugged. It didn’t exactly hurt, but it felt inappropriately icky, like watching her guts spill out for all to see.

Memories.

Vespid. Equine. The hive. Equestria. Ponies. Changelings. The failed assault on Canterlot. Starving in the Badlands. Her first time stuffing a mare into a resinous cocoon for transport and storage. Infiltrating Daring Do conventions. Stealing food from Thorax when they were nymphs. The countless hours she’d spent writing Daring Do fanfiction. Hiding in a little cottage, exiled from the hive. Meeting Galleon’s crazy cultists. Her first moulting as an adult changeling, after draining love from her first victim.

And… juvenile Pharynx in his monstrous combat form biting on her tail and swinging her around like a dog’s chew toy whilst she squealed for mercy.

Great, now I’m going to have to forget that all over again…

“Get out of my head!” she tried to scream, but only a huff escaped her mouth.

Nothing responded except for her eyes. Same as before, every impulse failed to turn into physical action. Her heart settled into a normal rhythm whilst she breathed calmly, as if without a care in the world.

Then, the flow of information reversed, and she could only groan and hiss internally as it poured molten knowledge into her brain.

Arthraki. Rulers of the Under-Realms, conquerors of the Bright-Realms.

Yogetor. Native dialect.

Max vaguely felt something warm and sticky running out of her nostril and dripping off her chin whilst the vortex of information pulled her consciousness in multiple directions at once. When the pressure finally eased up, she sneezed and decorated the floor with a spray of blood and snot.

Come on, move!

Nothing. Her body remained inert.

“My patience is wearing thin, little aberration. Cease your struggles, and you might yet regain your freedom.”

This time, Max clearly understood its chittering. It still sounded foreign, but she could parse every note and click for actual meaning instead of simply hearing broken Vespid. It… it must’ve just stuffed a whole new language into her head. Or at least an ancient dialect of her native tongue.

Aberration? That’s some real talk coming from a freak with spider legs poking out of his face!

He kind of had a point, though; freaking out inside her head would only tire her out.

Lie low and wait. Basic training. Strike when they least expect it…

“You may try. You will fail.”

Max’s heart almost skipped a beat.

Did it just—wait, you can hear my thoughts?

This time, the Master’s voice rumbled in her mind. “Evidently.”

Max slumped inwardly. Great…

The silence stretched.

Taking her mental silence for compliance, it directed her to crawl under the crook of its arm and rise slowly onto all fours to help it back onto its feet. Then, it straightened out and rose several inches into the air, floating like a doll underwater with its robes billowing in a slow current.

The whole time, it kept its hand firmly on the side of Max’s face.

Up close, Max realised that it wasn’t as tall as she’d initially perceived. Whilst standing upright, her head came up to its ribcage. It just had really long and thin arms with clawed fingers that could reach down far enough to scratch its bony shins.

Then, she felt her chains shift, like a snake coiling up around her belly. They suddenly tightened and squeezed half the air out of her lungs, creaked and groaned for several seconds, and then produced several sharp clinks in rapid succession. The tension vanished, and she sucked in a large breath as the broken links slid off her. The collar and shackles whined and creaked as they peeled themselves open and clanked onto the floor, too. The rope around her wings soon shared the same fate.

Max stared at the pile of warped metal and hemp. She’d not sensed any form of magic during the whole procedure.

Hayseed, it can do all of that with, what, just the power of thought? Like, actual comic book psychic powers?

If the monster had heard her, it didn’t give any indication.

She felt a mild ache in her hind legs when something shifted in her leg holes.

Oh, right. Short Fuse’s stupid insurance policy.

The gauze ripped and unravelled, and the dynamite sticks slid out. She saw them in the corner of her vision, suspended in the air at head height, directly above the abomination’s open palm. Minute twitches and curling of its spindly fingers corresponded with changes in the dynamite’s rotation and elevation as it inspected every inch of their surface.

A moment later, two bit-sized stone fragments floated over to join them. They spun like little tops in opposite directions, accelerating to a blur, and then pressed together. Little sparks leapt into the air from their cherry-red edges, which the monster then used to light one of the fuses. Max tried to shout a warning, but it proved unnecessary when the abomination flicked its wrist and accelerated the dynamite straight ahead, right up against the huge stone slab that comprised the door. The explosion must’ve damaged whatever mechanism that held it up, leaving gravity to take care of the rest.

Max winced inwardly when the fuse burnt out – the abomination hadn’t flattened her ears for her.

Nothing happened.

Another ten seconds passed, and still no explosion.

Was it a dud?

The abomination clicked its pedipalps in disapproval and turned its eyes to the remaining dynamite, which promptly snapped in half and released a cloud of white powder.

Wait a minute…

Dynamite wasn’t supposed to be powdery. At least, not if the Daring Do books were to be trusted on the subject. On her next breath, the scent that entered her nostrils removed any doubt.

Flour?

Either she was crazy, or Short Fuse had planted dummies in her legs.

He played me. That little hayseed played me like a fiddle! I’ll—

The abomination cut her rant short with a sharp click and discarded the useless rod. They then moved as a pair a little closer to the wrecked doorway, whereupon it stretched its arm out towards the stone slab. It shuddered and shifted a couple of inches upward with a grinding screech, but refused to go farther than that.

Unbidden, Max’s horn lit up, and she felt her reserves steadily trickling away as she paired her green magic with its invisible telekinesis to move the door. Her horn ached with the strain – she’d never been particularly efficient at sheer lifting power – but with their combined strength, they managed to lift it high enough for them to duck under and shuffle out quickly, side by side. Once out of harm’s way, they simply allowed the door to slam back in place, entombing the dead paladin once again.

Hayseed, I hope Daring isn’t still in there…

The magical expenditure left her feeling a little tingly on the horn and hungry, but otherwise comfortable enough to walk without too much pain.

Not that she had a choice in it.

The abomination never took its hand off her head, not even when they needed to squeeze their way out of the room. Once outside, it directed her to walk serenely alongside it, and they briskly went through the field of ancient corpses in the main hall. Max saw a few tiny objects leap into the air from their desiccated owners and soar into the abomination’s open palm, but she couldn’t make out much else.

Ten minutes of brisk walking – and levitation, on the abomination’s part – got them to the end of the chamber and a dozen or so passages branching deeper into the heart of the mountain. Or the bowels of the earth; she couldn’t remember how deep they were at that point.

Entering the passage stirred more of the foreign memories at the back of her mind, of it leading to dark pools, winding pipes and intricate machinery whose functions escaped her comprehension.

More crystalline fixtures in the ceiling came to life as they traversed the passage, filling it with soft, green light. It reminded her of the hive, if it had been made by someone who just had a much stronger preference for straighter lines and sharper angles.

Speaking of which…

Max cast a sideways glance at her captor from between its fingers. Below the head, it looked like very lanky diamond dog – no more than half again her height, at most – whose arms had been thinned to unnatural, insect-like proportions, on top of being starved and baked under the sun into a near-mummified state. None of those could top the spider-for-a-head, though. It looked tacked-on, as if someone had simply lopped off the original head and glued a giant spider in its place.

More disturbingly, it spoke something eerily similar to Vespid. She could not recall any mention of Yogetor in the hive’s history, but then again, if this place really was as old as everypony said it was, even the last few queens wouldn’t have been around to take note of it.

Are we… Nah, no way.

The only physical trait they shared was chitin, and the abomination only had that on its head. Plus, it more closely resembled a spider, whilst changelings were a little more like beetles, if she had to liken herself to a common bug. A more reasonable scenario was that changelings had picked up the language from those freaks, most likely as servants or slaves…

Max threw another glance at the abomination.

Not much of a master now, is he?

Its grey robe had a large, splotchy stain of blackish blue around the hole in its chest, which still oozed around the crusty clumps of coagulated blood. Its breathing was uneven and laboured at times, and she thought she might’ve even heard some nasty gurgling every time it inhaled. Tremors wracked its body at irregular intervals.

Only its psyche remained closed to Max. Some ponies were capable of masking their emotions pretty well, but even the best of them quickly spilled out their feelings like a broken piñata the moment they sustained physical trauma. The abomination, on the other hoof, still remained as impenetrable and inscrutable as any blank wall despite its sorry state.

That made it all the easier for her to notice when she started picking up on ambient emotions again, several minutes later.

Trepidation, sour-yellow. Laced with a hint of bravado and… spicy-redness?

Extremely faint, distant.

Max heard a familiar whistle and tried to shout and duck, but since the abomination had her entire body locked up, she kept trotting happily along. At least, until she heard the crossbow bolt sinking into its back with a meaty thunk.

A chirpy screech escaped its throat as it doubled over from the impact.

Like a puppet with its strings cut, Max collapsed before she could reassert control and smacked her cheek against the floor.

Moving things of her own accord suddenly felt really awkward and clumsy; her limbs twitched and flailed almost comically whilst she watched the abomination fall to its knees. By the time she had recovered sufficiently to scoot away a couple of yards, it braced itself against the floor with one hand, then twisted its torso to glare at the passage behind them and reached out with its other arm.

Its free hand made a grasping gesture, and Max heard a panicked yelp, followed by a whoosh as a blue-haired, yellow-coated unicorn stallion came flying out of the shadows. He bounced against the floor a couple of times, dropping his crossbow in the process before he came to a skidding halt on his belly just a few tail-lengths away from them.

Speckle’s wide eyes locked with Max’s for a split second before he leapt back onto all fours.

Before the abomination could react – it had just succumbed to a coughing fit – he flared up his horn and blasted it with an arcing beam of teal magic. It shrieked and convulsed on the spot, but did not collapse entirely.

“G-get up and run!” Speckle cried, trembling as he kept the crackling beam focused squarely on its chest. “I-I’ll hold him off. Go!”

Max grimaced as she hauled herself up, then—

“Enough.”

It flicked its wrist, and Speckle screamed when his fetlock twisted with a sickening crunch. His magic fizzled out as he collapsed into a moaning heap, cradling his foreleg.

“Be still, or your spine shall be next,” the Master’s voice thundered in Max’s mind.

Speckle must’ve heard it too, for he froze in place, blubbering in between breaths and shivering like a cornered mouse.

My hero… ‘A’ for effort, I guess?

Max knew better than to take her chances, even with the abomination clearly distracted. Speckle was lucky it hadn’t stopped him with something more drastic. If it could almost lift a stone door by itself, it could certainly pop their heads off like corks…

Seriously, what does it take to kill this thing?

They waited in silence whist the abomination laboriously extracted the bloody bolt from its back using its telekinesis and discarded it. This time, it didn’t rise to its feet. Instead, it crawled over to Max, and she grimaced as she fought the urge to rear up and trample when it placed its palm on the side of her face once more.

Stupid grub. You should’ve run, she thought as it wrapped an arm around her shoulder and directed her to drag it to Speckle.

Then again, it felt so much simpler and kind of liberating to just let it take direct control. That way, she didn’t have to worry about any consequences or responsibilities.

Aaand… that line of thinking stops right now. No spacing out!

Speckle paled and started scurrying away as they plodded closer. He screamed again when it reached out and curled its fingers, telekinetically wrenching his fetlock back into the correct position. Then, before he could recover, it had placed its palm on his left temple, and all the tension in his body instantly evaporated. He got back onto all fours – though he put less weight on the foreleg with a swelling fetlock – whilst his eyes continuously roved around.

Max and Speckle proceeded to walk side by side with the abomination between them, with each arm over their back, forearms wrapped around their necks and hands placed firmly on their cheeks.

They continued down the passage in that manner, during which she had plenty of time to exchange looks with Speckle. Though his body moved smoothly with only the slightest twitches of discomfort, on the inside, he was drowning in a terror-flavoured whirlpool of emotions. Max focused on her own pain, on the pressure the abomination was exerting on her bruised wings and fractured carapace, to avoid losing all rational thought between its mental domination and Speckle’s panic attack.

Its control over them wavered at times, often during bouts of coughing up blood, but never for long enough for them to break free.

Max tried counting steps to measure time and distance, but had trouble keeping track of anything past thirty. Or was it fifty? She had to start over several times. Numbers were hard. And observing their surroundings was even more tedious and boring. Couldn’t a changeling just zone out and relax for once? Everything looked fuzzy and sounded muffled, but she didn’t care. She’d had enough of an adventure already…

At some point, she felt the abomination shackling her hind legs.

Why bother? I’m not gonna run away. I’m a good changeling.

A moment later, she felt as if an anvil had been lifted off her brain, allowing her thoughts to form freely once more.

Wait, what?

Max winced and shook her head to clear it.

Then, she gaped as she swept her gaze around. They were inside a spacious, domed chamber several storeys high that reminded her of the inside of a grand opera house, albeit a creepy one with a mostly black-and-green colour scheme, thanks to the stonework and crystal lighting. Instead of graceful arches and mighty pillars, it had vertical columns of ugly piping and bundles of tubes and cables lining the walls, all entering from various openings and running up towards the centre of the chamber, connecting to an array of cylinders suspended from the ceiling, overhanging a circular pool in the floor. The pool itself was elevated above the floor with rings of steps around it and was roughly the size of one of those fancy hot tubs in spas, big enough for seven or eight ponies to bathe in at once.

After all that she had been through, Max might’ve even considered jumping into it, if it weren’t for the fact that the pool was filled with a tar-like substance instead of hot, bubbling water. The stony worktables, control panels and alien contraptions arranged in semi-circular rows around the pool weren’t particularly comforting, either, especially once she’d noticed the grotesque lumps of organic matter floating inside the massive glass vats.

Taken as a whole, the place looked like a freaky amalgamation of somepony’s insides with a mad scientist’s laboratory. And unlike the vestibule and corridors they’d previously seen, it bore no signs of violent conflict. No bodies, no rubble. Completely deserted, too, apart from them.

Max took a couple of steps forward and felt the restraints on her hind legs go taut. It looked like a skeletal tail with a metallic ring snugly clamped around her fetlock, with no apparent key hole or hinges of any sort, and its other end was connected directly to the floor amongst rows and rows of other unused restraints. With another quick glance, she saw that she and Speckle had been chained side by side within a small enclosure of sorts. Knee-high walls surrounded them, their outer sides lined with dozens of worktables and rusty instruments.

It reminded her of a pen for domesticated animals.

Max gulped when she looked up and saw the huge tubes and cylinders hanging from the ceiling above them.

Or test subjects…

“Sweet Celestia, we’re so doomed,” Speckle blubbered as he flicked his gaze from one side of the chamber to another in rapid succession. “Where are we? What’s going on? How do we—”

“Shut up!” Max hissed.

She’d spotted the abomination.

It had just finished fiddling around with one of the control panels near the centre of the chamber and had started crawling up the steps to the black pool. A smeared trail of blood stained the six or seven metres of floor between them.

“It’s distracted. It’s not controlling us anymore,” she whispered.

Speckle wiped sweat from his brow and swallowed hard. “What’re we going to do?”

“Can you teleport?”

He shook his head.

“What about the others? They coming to save your flank?”

Another shake.

“Figures.” Max snorted and rolled her eyes. “So much for your heroic rescue, huh?”

“Yeah, well, I’m not an expert adventurer, okay?” he murmured, flattening his ears a little. “I just used to run a bookstore before all this.”

Great. I got a nerd for a sidekick.

Speckle tentatively tugged on his restraints, and upon finding them tight and strong, added, “What about Daring Do?”

Max shrugged. “I was hoping she was with you, but I guess that’s too much to hope for.”

“Then what are we—”

“Shhh.” Max silenced him with a glare and carefully channelled a little magic to shapeshift her right hind leg, shrinking it below the knee to slip out of the shackle.

Unfortunately, the metallic ring shrank with her and maintained a snug fit around her leg.

Oh, that’s just not fair!

She’d have to alter the overall shape of her leg to taper off at the hoof in order to slip out properly, which was a whole lot trickier than simply making herself skinny.

But before she could try again, a sonorous clank thundered from the cylinders and pipes suspended from the ceiling. Several more clanks and thumps followed, like that of a gigantic clock tower. The pipes and machinery thrummed to life, replacing the hollow silence with muffled hisses and gurgles. Dust cascaded from the ceiling, accompanied by the occasional drop of fluid plopping onto the floor.

Max looked to the console and saw lights of varying shades of green and yellow dimly blinking on its knobs and bony protrusions. Farther ahead, the disrobed abomination lay prone at the edge of the pool, fiddling with a rune stone in its hand much like the one that they’d used to enter the city, except broader. Its fingers tapped on various points of the stone in rapid succession as if it was a miniature typewriter, and the noises coming from the machinery seemed to coincide with each sequence. A moment later, the cylinders directly above the pool hissed loudly and released a stream of silvery fluid to mix with the black tar.

Seemingly satisfied, the abomination placed the rune stone at the edge of the pool and dipped its right hand – the one whose finger Galleon had broken – directly into the black fluid and withdrew it a few seconds later. Black, viscous muck clung to each digit, and Max winced when its broken finger suddenly straightened out with an audible snap.

It flexed the repaired digit experimentally, then reached in again and fished out a generous helping of muck to slather onto its wounds. Like oil seeping into a sponge, the viscous fluid merged with its flesh and formed writhing, pulsating lumps that squeezed out chunks of congealed blood, then gradually settled down until she could no longer distinguish them from the rest of its skin.

During the whole process, she tasted awe radiating from Speckle, who watched the abomination with wide eyes.

“Incredible. They can replicate healing magic with mundane matter,” he whispered.

“An erroneous conclusion,” the abomination answered telepathically. “It was your ancestors who modified their thaumic processes to emulate our technology. Accelerated healing happens to be one of the few that you were able to decipher.”

“Thaumic processes?” Max asked in Yogetor.

Speckle blinked. “Wait, what was that? You can speak its language?”

Max stiffened when she felt the abomination’s mind digging its claws into hers, robbing her of control once more. It picked up the rune stone and stood up to its full height, manipulated the controls with its fingers, and then Max felt her restraints pop off with metallic clinks.

Hayseed, it’s stronger now.

She trotted forward alongside Speckle to meet the abomination at the base of the steps to the pool. Up close and disrobed, its body looked very much like a skeletal diamond dog’s, with the barest possible amount of meat on its bones to qualify as a living being. Absolutely no fat to speak of, and its muscles looked more like bundles of wires underneath its skin.

“Thaum. Magic. Anathema,” it continued.

Max winced as its voice ripped through her mind like a hot geyser. Was it… angry? Resentful? Weary? Its emotions didn’t have any flavour she recognised. It felt almost physical. Metaphorically physical – a measure of force that only her mind could perceive. Describing it was like trying to count without numbers.

“It was evolution’s gift to vermin that enabled them to rise beyond their natural station. An unexpected boon to offset their utter lack of psionic potential; an existential threat that our elders failed to adequately assess in time.”

“Vermin?” asked Speckle.

Huh.

Max tried moving her mouth and found that she could. Apparently, it had seen fit to grant them a few liberties. Magic and the rest of her limbs were still off-limits, though.

“Mammals. Reptiles. Avians. All were prey to Arthraki. All were fit to serve. Those who attempted to deviate were vermin, only fit for extermination.”

Getting a little chatty now, aren’t we?

“Centuries of solitude have eroded my dignity. If I have no peer to commune with, I will settle for a pair of vermin.” It turned its six-eyed gaze to Max. “Doubly so in your case, little aberration, as you represent a new sapient species yet to be catalogued in our substantial gene library. You have also exhibited both thaumic and psionic activity, a combination never observed in our entire history. As a changeling, you are worth studying.”

“Sweet Celestia, it’s going to dissect us!” Speckle yelped.

“A pointless procedure. Equine anatomy is already well-documented, and the changeling is too valuable to harm at this juncture.”

Max tilted her head. “And what about later?”

Keep talking. Keep stalling…

She had to think of something soon.

“That will depend on the results of your analysis.”

Max followed as it walked up the steps, and they stopped right at the edge of the pool. The black fluid was so still that it almost looked like an obsidian mirror, but with a few taps on the rune stone, the abomination made the pipes and cylinders above release a stream of grey slime that plunged into the pool with a thick, gurgling splash. The mixture then swirled for a couple of seconds until it turned completely black and motionless again.

She raised her foreleg to step in, and—

The heck I am!

Max’s body froze and teetered at the edge as she wrenched her thoughts aside and brought every ounce of her will to bear against the abomination’s control.

“Be still. This procedure is not injurious, but struggling will increase your discomfort.”

She gritted her teeth and snorted. “You think I’m stupid?”

It paused for a beat. “Your behaviour fails to convince me otherwise.”

Before Max could retort, she found herself floating in the air. Unlike the somewhat warm, tingly grip of magic, its telekinesis produced no tactile or thermal sensation, except for the air that brushed against her as it levitated her directly over the pool and dunked her in like a recalcitrant foal at bath time. She then sank up to her neck and shivered when the sludge oozed into her leg holes and clogged them up like a bad cold. A couple of drops splashed into her mouth; it tasted coppery and bitter.

Then Max hissed and shuddered when she felt a current race through her nerves like a stun spell. Not quite enough to incapacitate her – she managed to turn around and aim a blast of magic at the abomination, but her spell produced only a few feeble sparks.

It clicked its mandibles and huffed out a breath.

“Very well. Information in exchange for compliance, then. You are curious, and I suspect that the results of this analysis will intrigue you as much as me. Despite lacking the arcane sophistication of the ancient Equestrians, you were able to power our keys and access our neural network, if somewhat clumsily. The similarities in our dialects are also undeniable.”

“What are you talki—”

“We are probably kin.”

Max heard Speckle gasp.

She blinked a couple of times. “No way. You can’t be sure.”

“Hence the necessity of this procedure. It is not negotiable.”

So saying, the abomination traced some pattern on the rune stone with its fingers, and the hum of machinery intensified. Max felt pins and needles in her entire body. The slightest movement produced an unpleasant jolt that ran up her spine and frazzled her thoughts. Sound and sight disappeared. Her heart hammered away in her chest as her breath came in short bursts.

Alone. She was utterly alone in the dark.

No, wait!

With a wordless cry, she latched onto the nearest presence and sighed when she sensed the Master’s unwavering aura of authority. She couldn’t see him, but he nonetheless felt like everything a changeling ought to aspire to: regal, mighty, cunning and wise.

“Now, we shall learn.”

The abomination was the Master. She saw it now.

He showed her. Through his mind’s eye, she saw him focusing on her pumping heart, the network of arteries and veins branching throughout her body, the elements in her blood.

“Obligate aerobe. Hemocyanin structure similar to Arthraki, likely derived.”

His focus shifted to her flesh, on the innumerable, absolutely miniscule cells that came together to form layers and layers of her chitin, bone, muscle and dozens of other tissues that she didn’t have the time to mentally catalogue.

“Internal skeleton of equestrians overlaid with chitinous pseudo-exoskeleton. Near-flawless integration of respiratory, circulatory and nervous systems.”

They zipped from one portion of her body to another in rapid succession, almost too quickly for her to comprehend whilst he commented on her physical traits. But he slowed substantially when he reached her gut, and from there, constantly went back and forth between her stomach and the nerves connected to her horn and brain.

“Unique. General metabolism is supported by equestrian-derived digestive tract, but thaumic activity and reproduction appears dependent on philiophagy. An unprecedented development, highly unlikely to be the result of natural selection. Mutually dependent interactions between thaumic and psionic organs, irreducible complexity.”

He sounded almost impressed.

Like a magnifying glass, one more powerful than any she had ever seen before, their vision zoomed into her cells, focusing on the very matter that they were made from. Long strands of organic matter formed double helixes with tiny bridges between them. Each bridge had a specific meaning, though Max couldn’t figure out why the abomination was so interested in their repeating sequences. Some of the links looked haphazardly stitched together, forming a long chain dotted with mismatched pieces.

The heck is all this?

“Evidence.”

Max hissed when he probed her mind for her earliest memories. Green light. Warm fluid. Cracking her eggshell. Crawling out on tiny forelegs, wriggling the rest of her long, squishy body. Looking up, seeing the towering form of Chrysalis, feeling the gentle caress of her mother.

“Oviparity and larval stage is still present in your generation, but queen caste is a new development. Unsurprising. Useful for survival as a cryptic species. Eggs with solid cuticles, removes dependence on water for spawning. Hormone-induced metamorphosis also removes the need for hosts and associated risks of acquisition.”

Their vision split in two, and another double helix filled their second perspective. It took Max a while to adjust to the extra stimulus, but once she’d gotten the hang of it, she recognised the similarities in sequences and structures between the two patterns. Hers simply looked like someone had substituted sections here and there with foreign pieces.

“Ninety-three percent correspondence in observed gene sequences, splicing evident in insertion of Equestrian nucleotides for thaumic affinity. Essential for rapid, voluntary alteration of physical form. Severely diminished psionic potential.”

Max blinked a couple of times.

Slow down! What is all this supposed to mean?

“Changelings are genetically engineered descendants of Arthraki. Your genes show extensive, inherited damage from mutagens commonly utilised in our biotic engines; at least one of our esteemed splicers must have survived the cataclysm and escaped to the Bright Realms. It is unclear whether the modifications were made before or after.”

Max would’ve laughed if she could. Sure, half the things he said made sense on some level, but to claim that changelings were descended from spider-headed freaks? If anything, the Arthraki were more likely to be artificial creations. Changelings at least looked natural in the way their parts all came together.

“Your doubt is expected, and it stems from ignorance. The changeling life cycle is still parasitic, though it has been pared down to a less invasive form. Arthraki maturation requires assimilation of living hosts.”

Assimilation?

A pause followed.

Wait, no, forget I asked—

Too late. She grimaced when images flooded her mind.

Dark cave. Deep, rocky pools filled with clusters of globular eggs the size of grapefruit. Dozens of them hatched, releasing grubs that paddled with their six legs, all located at the forefront of their long bodies, close to their bulbous heads. Hard plating covered their heads and abdomens.

The cave vanished, and a stony room with a shallow pool in the middle replaced it. A trembling minotaur bull draped in chains walked to the pool and knelt before it, surrounded by three robed abominations that hovered close by. A larva leapt out of the pool, onto its chest with a crunchy squelch and crept up its neck.

The minotaur twitched and rattled its chains. Its breaths came it rapid, short bursts.

Settling comfortably at the back of the minotaur’s skull, just above the neck, the larva opened a mouth that gaped like a lamprey’s, with saw-like teeth at the rim, and fixed itself firmly onto his head like a huge, plated leech. It pulsated gently, and the minotaur twitched as its teeth began grinding into its skull.

The room vanished.

Only the minotaur and larva remained, visible against a featureless background. Time passed. The minotaur’s muscular body gradually shed most of its coat and fleshy weight, leaving a relatively skinny and wiry form covered in sparse hair. Its meaty fingers thinned and elongated to bug-like proportions. And its head fused with the larva’s, sprouting pedipalps and mandibles to cover the gaping hole left by its lower jaw, which had rotted away and fallen off. Extra eyes popped out, covered by an opaque, filmy membrane. Spiny, bony plating burst out from under its head’s sagging skin.

Eventually, the membranes sloughed off its lidless eyes, and it levitated itself into the air.

Max saw the process replay several times over, each with a different host. Diamond dog. Dragon. Griffon. Pony…

In the end, all became Arthraki.

She blinked to clear her eyes as the vision faded away, then slowly turned to look at the Master’s gaunt body. It didn’t just look like a diamond dog’s, it used to be a diamond dog. Until it got captured and fed to a brain-leech thing.

Her legs wobbled like jelly.

I wanna go home.

Max didn’t care if the hive sucked. At least she didn’t have to worry about having her brain eaten whilst living there. The queen protected them. Heck, even staying in Canterlot’s dungeon sounded like a pretty good deal.

“And now you understand why the Bright Realms feared us. When they developed the means to fight, they banded together and sought our destruction.”

Another vision.

This time, she saw rats and cockroaches in cages. Unicorns and diamond dogs in plague masks tended to them, feeding them offal tainted with disease, magically attuned to only attack Arthraki. They released millions into the land. The mightiest of dragons shattered the earth and breached tunnels close to the surface, allowing the vermin to enter Arthraki cities. Magically tainted water, they poured into rivers and lakes with the intent to poison larvae. Those who went to war consumed potions so that in the event of being captured, assimilation of their body would only produce an infertile adult that even biotic engines could not fix.

Magic, the great equaliser. The Arthraki had never cared for it, and by the time they’d understood the threat it presented, it was already too late. They were a dying race decades before the surface dwellers made their final push into the Under-Realms to finish them off, before they could finish developing magical countermeasures of their own. Both sides took heavy losses, but in the end, the surface dwellers triumphed. The survivors sealed off the city and left it to be lost to time.

“Our kin have fallen silent. Now, only I remain.”

“Please don’t kill us!” cried Speckle, eyes wide with terror. “We didn’t mean to fight you. We just thought we were here to rescue an alicorn! Just let us go and we’ll never come back!”

Oh hey, he’s still here. Almost forgot about him. Guess he was getting the slideshow too…

The Master gave Speckle a sideways glance. “Your demise for the sake of vengeance would be unproductive. We have more pressing matters to—”

An explosion obliterated the rest of his words.

Max turned and saw a shower of sparks and debris falling from a cloud of smoke at the side of the chamber. As she watched, fluid and steam spurted from the ruptured pipes that ran up the wall, and a large hunk of metal broke free from its fastenings. It hung in place for a moment, suspended by a couple of frayed cables, before they snapped and allowed it to crash to the stone floor with an ear-splitting clang. Some of the crystal lights winked out.

The hum of machinery rose to a whine and then sputtered out. The moment smoke began streaming from the pipes and cables, she felt an electrical current in the pool that rose in intensity until it raced up her spine and into her horn, stinging all the way. With a yelp, she leapt out of the pool, only to crash into a console with a wet splatter thanks to the sticky weight of the fluids that had gummed up her wings.

Max heard a whoosh and the pounding of hooves at a gallop. Turning, she spotted a dark shape whoosh by, circling at the edge of the chamber, close to the walls. A grin worked its way onto her muzzle.

No comment from the Master, but dropping his mental guard said it all; Max tasted his worry, and he’d relinquished his control over her. Chunks of metal and stone floated into the air as he swept his arm around, and with a flick of his wrist and fingers, he sent them rocketing out in a wide arc. An irritated chitter escaped him when the dark shape evaded all his projectiles by twisting, rolling and ducking behind machinery for cover.

Not that he had any shortage of ammunition, though.

As he levitated another volley, glinting shapes whizzed out of the shadows. He raised his palm, but unlike the crossbow bolts, the throwing knives didn’t stop in mid-air. A few sailed past him, but a couple embedded themselves in his shoulder and thigh, eliciting a pained hiss.

“Heads up!” cried Daring Do as she galloped past Max again and tossed something to her.

Max caught it with magic just before it struck the floor.

A helmet, probably looted from one of the corpses. And made for unicorns, too, judging by the hole in the middle. Her horn fit through easily enough, and she only had to shapeshift her crest away in order to make herself comfortable.

The moment she had it snugly in place, she immediately lost track of Speckle and the Master. At least, in terms of their emotional output. She still saw and heard them, but the helmet had somehow deadened her ability to sense emotions. It also made the chamber look significantly brighter; the crystal lights practically blazed like torches.

She whipped it off and immediately tasted Speckle’s fear and hope, and her vision returned to normal. Turning the helmet, she saw runes etched into the metal.

So that’s how they did it…

Magic runes protected them from psychic attack and improved their low-light vision. It was also why she couldn’t sense anything from the villagers in the jungle; their tattoos had similar patterns, and apparently served the same purpose. The ancient weapons probably had them too, to prevent the Arthraki from telekinetically wielding them against their owners.

A few sharp pings and clatters shook her out of her reverie.

Idiot. Quit dawdling!

She slipped the helmet on again and saw the Master clumsily leap aside to avoid getting skewered when a fully-armoured Daring Do charged out of the shadows with a spear. Off to the side, Speckle huddled behind a worktable, struggling with a helmet similar to her own. It looked a little small for him.

Still a little woozy, Max scrambled over to his side and grabbed it with her magic.

“Wear it and it can’t control you,” she said, ignoring his pained yelp as she jammed it onto his head.

He winced and stuck out his tongue when some of the goo on her chitin splattered onto him. “How do you kn—”

“It works. Just trust me on this one,” she snapped.

When she heard some bubbling and gurgling, she peeped over the top of the table and saw an elongated blob of fluid rising from the pool like a misshapen hydra that mimicked the Master’s arm movements. When Daring circled around for another attack, he spread his fingers, and the blob expanded into a broad web. Max saw Daring’s eyes widen as she tried to swerve aside, but the gooey web was too broad, and she was going too fast. She splashed through it and got splattered all over, but not without first slicing the Master’s forearm.

Daring tumbled expertly to avoid smashing her muzzle when she hit the floor, then flipped back onto all fours with spear in hoof. She cast a sideways glance at her wings, then stuck her tongue out when flapping them dislodged globs of sticky fluid like black honey.

“That’s just gross,” she muttered as she glared at the Master. Her eyes then flicked over to Max and Speckle. “Party’s over. We’re leavi—hurglh!”

With one smooth sweep of his forearm, the Master had formed a fist with his hand, and all the black fluid on Daring had flowed up her body and coalesced into a sphere that completely engulfed her head within the helmet, effectively smothering her cry of alarm. The smooth surface of the sphere bubbled with her escaping breath as she stumbled forward and swung the spear wildly. The Master simply kept his distance and maintained the sphere’s shape, so that Daring made no headway in freeing herself even when she dropped her weapon and began desperately clawing at her face. Every glob of fluid she tore away simply leapt back to re-join the suffocating sphere.

Max felt a pit form in her stomach.

Oh grub, this is bad. This is really bad.

Daring’s movements grew sluggish. She clutched her heaving chest and curled up on the floor, fighting the urge to take in breaths that would only drown her. A large bubble swelled on the sphere’s surface, and when it burst, Daring’s voice came out as a gurgle.

“Help!”

Max felt something snap. With a hiss, she leapt over the table and charged, ignoring the pain in her back.

Halfway across the ten yards to the Master, she blasted him with a concussive bolt of magic. A spasm wracked his body when the spell struck the side of his ribs, and Max saw the sphere around Daring’s head melt into a puddle just before she slammed into his back and sank her fangs into his other forearm.

The Master screeched and yanked its arm away, drawing more blood in the process. Max released him and dodged when he tried to claw her face. She spat out his bitter blood, dimly aware of Daring’s wet coughs in the background.

Then, her heart skipped a beat when the Master gestured at her, shifting the fluids on her chitin towards her head just like with Daring Do. She managed to suck in a breath just before the black stuff engulfed her face completely. Panic welled up in her chest when her world shrank to a sightless, airless, claustrophobic blob that threatened to slurp its way into her mouth and nostrils. It tasted of metal and rot.

Horse apples, no!

She ignited her horn and ruptured the sphere with a rapidly expanding bubble of magic.

After snorting to clear her nostrils of the stuff, she lunged forward, then slid under a swipe and spun around to deliver a swift buck to his hip. He teetered on his clawed feet, then whirled around to face Max, raising his arm to—

A flash of teal light stung her eyes, and she leapt back a couple of paces with her eyes scrunched tight.

After blinking the afterimages away, she saw Speckle limping forward, gritting his teeth whilst he focused a beam of incandescent magic right on the Master’s eyes. He shrieked and shielded his eyes with his hand, and that gave Daring all the opportunity she needed to sneak up behind him and smack the back of his spider-head with the shaft of the spear. The carapace fractured with a wet crack, and he fell to his knees.

Max felt a grin coming on as the three of them surrounded him, all panting heavily. Daring’s mane was all matted and dripping, and trails of black fluid ran down her face as if she had been dunked head-first into an inkwell. Speckle was shaking a little, but he gave Max a determined nod when he met her eyes and kept his horn ignited, ready for action.

Aww yeah, teamwork!

Trembling, the Master raised its head to regard them with its soulless eyes. Then, it bowed its head and chittered, “Spare me. I yield.”

“Hurry! Finish it!” Speckle cried.

Daring pulled the spear back for a thrust, but paused. Max then shared a look with her and felt her ears flatten.

Good guys don’t kill the villains after beating them, right?

Her grin faded away. Or was that just another ‘detail’ that AK Yearling’s books omitted?

A clattering noise drew her eyes to the pool, and she spotted a small object rapidly skipping down the steps, straight towards her. She yelped and jumped aside, then growled when she realised that it was just the Master’s rune stone. But before she could snag it with magic, it accelerated like a bit approaching a magnet and sailed right into the Master’s waiting palm.

They all stared at it for a split second, which was all he needed to tap a quick sequence of runes on its surface. Something heavy rumbled and scraped in the distance, and she turned just in time to see the chamber’s door sliding shut. A series of thumps indicated other openings being sealed as well. Almost immediately, she felt pressure rising in her ears when the pipes above hissed.

Turning back to the Master, she grabbed the rune stone with magic and yanked hard. He resisted, feebly, before letting it fly to Max’ side.

She’d already screwed up, though.

Unbelievable... Max ground her teeth. Oldest trick in the book, and we still fell for it!

Speckle’s magic fizzled out, and he looked around in bewilderment. “Wha—what happened?”

“Nothing good.” Daring brandished her spear at the Master and growled, “What did you do?”

“The chamber is sealed, and only I know the unlocking sequence.”

Daring Do and Speckle stared blankly at him for a couple of seconds before Max realised that he’d chittered in Yogetor.

Duh. Magic helmets means no telepathy.

She threw him a dirty look, then turned to the others and cleared her throat. “Uh… he says he’s locked us in here. You got any more dynamite?”

“No. Pinching a couple of sticks from Short Fuse was hard enough,” Daring said with a shake of her head. Her eyebrows then shot up. “Wait a sec, you can understa—”

“Yeah, yeah, long story,” Max said with a shrug. She then glared at the Master and waved the rune stone at him. “News flash: I’ve got the key. We’re holding the all cards now, bucko.”

She released the stone from her magical grip and let it drop into her upturned hoof, bracing herself for the whispering voices and visions.

Nothing happened.

Max snorted. Right. Magic helmet.

Staring at the rune stone did nothing to divulge its secrets, either. It looked more elaborate than the ones she’d used to enter the city, so even if she had been able to activate it without the helmet’s interference, she probably wouldn’t have had the slightest clue of how to reverse what the Master had done. For all she knew, she could just as easily activate the chamber’s self-destruct sequence… It certainly looked like the type to have that function.

She narrowed her eyes. “Okay, maybe not all the cards, but what’s stopping us from just smacking you around until you open the door for us?”

He stared back, then released a shuddering breath as he shifted himself to sit on the floor with his legs folded in a meditative position. For someone with a throwing knife stuck in his bleeding shoulder, he looked awfully serene as he levelled his gaze at her.

“Mutually-assured destruction. I still possess the means to terminate our existence, painfully, and I will not hesitate to do so if I cannot secure survival on my terms.”

“You’re bluffing.”

“Are you willing to wager your lives on that?” He shifted his gaze slightly Daring, then to Speckle, then back to Max. “Your companions might not share your conviction.”

“I’m only getting half the conversation here, but it sounds pretty bad,” said Daring with a frown, still keeping her spear aimed at the Master. “Talk to me, Max. What’s going on?”

“Know that time is against you.” The Master glanced at the sparking, smoking section of pipes and cables on the curved wall before returning its gaze to Max and steepling its hands. “Your rescuer’s use of explosives has damaged this facility’s power grid. Take too long to reach consensus, and I will not be able to reopen the door.”

Max frowned. The damage didn’t look that bad, but they also had no way of verifying his claims without risking their lives.

“I think I get the picture,” Daring muttered after throwing a casual glance at her hoofwork. “What does he want?”

“This exchange is severely hampered by the language barrier. Instruct your companions to remove their helms, and I will impart understanding to—”

“Yeah, no. Not happening,” Max deadpanned. “Just tell us what the deal is.”

The Master nodded. “Very well. In exchange for safe passage to the surface, I require your genetic imprint and your consensus not to harm me, at least until we have escaped the city.”

“What do you mean by my genetic imprint? And what for?”

“I am dying. Magically augmented disease has rendered me infertile and cancerous, and I have been psionically impeding the spread of neurotoxins in my bloodstream ever since you awakened me. Torpor has allowed me to survive impalement with a poisoned weapon for centuries, but I still require a cure for these biological weapons.”

He pointed a bony finger at the chamber’s pool. “If you allow me to reverse-engineer the alterations to your genome, I will be able to incorporate them into mine. Your ancestors survived the cataclysm, formulated a cure through gene therapy, and their offspring now thrive on the surface; I intend to do the same based on your genetic template.”

Max blinked. “You… you want to become a changeling?”

“The alternative is death.”

Max snorted. “So much for your superiority, huh?”

His pedipalps twitched. Another crystal light in the ceiling winked out.

“Right… so let me get this straight: all I have to do is let you take some tissue samples from me, and then you turn into a changeling and open the door.” She tilted her head and narrowed her eyes. “And then what, we go our separate ways?”

“Our chances of survival increase significantly if we cooperate until we reach the surface. We likely will not have the luxury of finding another escape route, and your former companions may attempt to collapse the exits or even attack us directly, depending on how perturbed their leader is about my deception.”

“And after that?”

“There are many possibilities, but know that my interest in you and the modern Bright races is largely academic at this point. I harbour no ill will towards them; vengeance is beneath me.”

“Hah. Didn’t stop you from treating us like animals…”

“Then you should find poetic justice in my decision to emulate your form. Your initial treatment was a calculated risk, prioritising my immediate survival. Now, it is apparent that diplomacy will yield more desirable outcomes than intimidation. Decide quickly.”

“Come on, what’s the deal?” asked Daring.

Max explained it to them, and when she got to the part about letting him extract samples from her, Daring stomped a hoof and growled, “No way. There’s no telling what he’ll really do to you!”

“I second that,” Speckle said, raising his hoof. Then, he flattened his ears and added, “But… I’m not sure if we have much of a choice, though. This chamber feels airtight, and if we’re really running out of time as he says…”

Daring shook her head and searched the chamber with her eyes. “I don’t like this. We’ll have to try something else…”

“Remind your companion that I am already at a severe martial disadvantage. If I inflict undue harm upon you, she is fully capable of killing me where I stand.”

“He says you can gut him if he tries anything funny,” Max relayed.

“I don’t know…” Daring shifted under her armour and sighed heavily. “I don’t like it, but I can’t see any other way. I guess it’s going to be up to you.”

Is it, really?

She bit her lip, feeling the weight of… responsibility? That couldn’t be good for her. That nonsense was for the queen and sticks-in-the-mud like Pharynx! The closest thing she’d ever felt to that was when she had others waiting on her to publish her latest volume of fanfiction on schedule, and that didn’t quite have the same gravity as somepony else’s life depending on what she did!

Max sucked in a breath through her teeth.

Well, this bites.

She didn’t fancy being his lab rat, but it was still a step above entombment in some forgotten city.

“Okay, fine. I let you take a sample, you turn into a changeling, and we all get out of here together. And no backstabbing. Is that the deal?”

“We are bound and driven by survival. So shall it be.” The Master stood up and stretched out its hand in a single fluid motion. “I require the interface unit for this procedure.”

Max scrutinised the rune stone for a moment, then tossed it into his open palm. “Don’t make me regret this.”

“Immerse yourself in the biotic engine and we will begin.”

She trotted up the now slick steps alongside him, but paused at the edge of the pool to meet Daring’s eyes, who gave her a firm nod and said, “Holler if you need me. I’ve got your back.”

“Be careful,” Speckle murmured.

Max held back a snort. Little late for that. We’re way, way past being careful at this point.

She gingerly stepped into the dark pool and waded into the centre of it. Once up to her neck, she turned and watched as the Master fiddled with the rune stone in its palm. Machinery whined and hummed. The pipes hissed. The vats bubbled. Sparks flew from wires in the section that Daring had bombed. A current in the fluid pricked Max through her chitin, and her wings twitched involuntarily when the insides of her leg pores stung a little.

“You doing okay?” Daring asked whilst she kept the spear trained on the Master’s back.

Max nodded. “Uh huh.”

Seconds ticked by. Then a minute. She felt like the class dunce standing in the corner whilst everypony stared at her. To keep it from getting too awkward, she murmured, “How’d you even find us, by the way? This place is huge, and we had a long head start.”

“Easy. You guys were bleeding all over the place.” Daring smiled grimly, and her face softened when she added, “Thanks for the save back there.”

“Don’t mention it.”

“Extraction complete. Standby,” the Master interjected.

Max raised an eye ridge. “Is that all?”

She’d expected something a little more… mad-sciency. It hardly even came close to the trippy lesson in anatomy she’d gotten from him earlier.

The Master then stepped into the pool with her, oblivious to Daring’s protests and warnings. Max took a couple of steps back to make room for him in the centre, but she kept her legs cocked and wings spread just in case she needed to leap out of harm’s way. He ignored her, too, and continued tapping away and running his fingertips along the surface of the glowing rune stone.

Eventually, he set it at the edge of the pool with telekinesis and chirped, “Commencing gene therapy. Brace yourself.”

Brace myself? Wha—

Max tensed when ominous gurgling noises came from the cylinders suspended directly over her. A valve on one of them opened up and unleashed a deluge of silvery fluid.

Oh grub!

She yelped as the heavy matter struck them like a pile of sandbags. Her legs buckled, and her head went under the surface. When she came back up gasping for breath, she heard Daring’s furious shouts just before lightning raced through every fibre of her being. At the same time, thousands of screws dug into her body, twisting and turning as if in search for her vital organs.

Magic surged into her horn and spewed out as a torrent of green flames that spread over the churning surface, engulfing her together with the Master. She saw Daring at the edge of the pool, wide-eyed and desperately fanning her clipped wings to clear the air.

Then, Max then felt a chill run up her spine when her helmet slid off and plunged to the bottom of the pool, out of sight and out of reach. By the time she realised that it had actually sunken through her head and chest as if they had been made of pure jelly, she no longer had air in her lungs to scream.

She could only listen as the Master’s rippling voice thundered in her mind.

“Maxilla of Brood Chrysalis, I am Ydrax’il of Brood T’charuuk, and you shall now learn why I was named Arch Splicer of the Under-Realms.”

Author's Note:

I hope you like info dumps lore, because this one was an absolute beast to write. :twilightoops: Hope I struck the right balance between plot, characters and exposition. :twilightsheepish: