• Published 16th Jul 2012
  • 6,902 Views, 290 Comments

My Little Exalt - Lithl



When ponies get trapped in another world, lives change. When ponies gain new powers, worlds shake.

  • ...
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13 Here There be Demons

My Little Exalt
HERE THERE BE DEMONS

by: Lithl

special thanks:

Rhanite

LordofRansei


As the party stepped onto the snow-covered plain, one thing was immediately obvious: this place was devoid of life. The subtle thrum of life that pervaded the land everywhere else, both in Creation and in Equestria, was completely missing here. Something had taken all that was alive about this place, and simply removed it; the life had not been extinguished, as in a shadowland like the one surrounding The Lover's fortress, but rather taken away entirely. Even the earth below the ponies' hooves felt like it was missing... something.

"Rainbow hit the nail on the head when she called this a wasteland," Twilight thought aloud. "I can't think of any place more deserving of the description." There was a soft murmuring of agreement among the gathered ponies.

The two pegasi caught sight of something ahead of the group, and called everypony's attention to it. As the ponies drew close enough to make out the objects sticking out of the snow, Fluttershy wondered aloud, "Bones? Why would there be any animals in this place?"

In fact, there were five complete skeletons. Judging by the fact that there was very little snow on top of them, the skeletons were not long-forgotten relics of a time when this land teemed with life, but new additions to the snowscape. How the corpses had come to be picked clean rather than mummified in the cold was anypony's guess.

"Fluttershy, do you think you can tell what kind of animal left these behind?"

"I... I don't know, Twilight. This one almost looks like it could have been a bear, but it's got antlers. And that one could be a boar, but the legs are all wrong. I can't even guess about those other three."

"So basically... y'all can't tell us anythin' about what we could run into up here. Is that it?"

Fluttershy folded her ears back against her head and looked down. "Sorry."

"Don't worry, 'Shy," Rainbow put a leg around Fluttershy's neck. "If we run into any big nasties out here, we'll find out what they look like then."


An hour later, mist began to thicken around the group, and the ponies unconsciously huddled together for protection against the unknown. A screech sounded out of the arctic fog, which was quickly answered by an entirely different bellow. A quartet of shadows appeared in the mist, stalking towards the huddled exalts.

The first creature resembled a grizzly bear in profile, though many of the details proved to be wrong once the beast drew close enough to see properly through the mist. Tusks grew from the creature's mouth where its incisors should have been, and rather than a soft pelt of fur, it sported black, chitinous armor.

The second creature could charitably be called a wolf, if wolves had scales and their mouths dripped with venom. The third was some sort of avian creature, and it landed on the back of the fourth, which on the whole appeared to be a perfectly normal mammoth. Two features tied the mismatched group of beasts together: their eyes – each had a sunken pair of sockets which glowed with a faint green fire deep within – and their ribs showing through their sides, as though starved for a very long time.

"Applejack," Twilight tried to keep her voice low and even, "If they attack, I want you to hamstring the wolf with your sword. It'll probably be the only one other than the bird more maneuverable than any of us." The cowpony nodded and drew her sword, ready for battle.

"Fluttershy, I know you probably don't want to, but I need you to ground that bird. It's just like clipping somepony's pet bird's wings, right?" The timid pegasus gulped with trepidation, but spread her wings in a natural stance of readiness.

"Pinkie Pie, we're going to need some cracks in that bear's armor. Do you think your cannon can do that?" The pink party pony giggled and tapped her hoof on the frozen ground; her hoof-mounted cannon unfolded around her foreleg and released a puff of steam which quickly became lost in the ambient mist.

"Rarity, Rainbow, Zecora: the four of us will go after the mammoth while the other girls are disabling the other monsters. I've heard 'the bigger they are, the harder they fall.' Let's put that hypothesis to the test!"

Just as Twilight finished giving orders, the mammoth released a primal bellow and charged, quickly followed by the wolf and bear. The avian creature launched itself from the mammoth's back and prepared for its own aerial assault. Everypony scattered out of the way of the hulking mammoth's charge, and split up to take care of their own duties.

Applejack and the wolf stared each other down after the initial assault. The wolf began circling, searching for an opening in Applejack's defenses, but she refused to turn her back on the creature for even a moment. Applejack pawed at the ground before launching her own charge, starling the beast; prey does not attack predator.

Elsewhere on the battlefield, Fluttershy had summoned a golden glowing chakram and was searching the sky for her assigned target. The flash of Pinkie's cannon to her left and the sounds of hooves meeting flesh to her right were her only companions as the fight spread itself out beyond the limits of visibility in the mist. Suddenly, behind her, Fluttershy caught wind of the bird's distinctive screech. She turned and galloped towards the sound.

Two shadows resolved into the wolf and Applejack, locked in a struggle over the mare's blade. A third shadow was approaching quickly from the opposite side. "Applejack, duck!" Without stopping to question the command, Applejack dropped to the ground, simultaneously yanking her sword from the wolf's mouth. She felt the rush of air as the bird's talons raked through the space she'd occupied only moments before, but she didn't stop to savor the small victory; Applejack still had a job to do.

With the bird low to the ground and still visible, Fluttershy took her shot, throwing the golden chakram as hard as she could. The bird swerved out of the way of the projectile, but the chakram still sliced through several primaries on the left wing, unbalancing its flight. Fluttershy summoned another chakram and began tracking the bird's movements through the mist as best she could.

Pinkie was faring much better in her battle than Applejack or Fluttershy. The bear was slower and more ponderous than a normal specimen of its kind, and it could not keep up with Pinkie's natural speed. She would take potshots at the creature as she danced circles around it, though its armored hide protected it from any real damage. Each crackling ball of lightning that impacted the chitinous surface left behind scorch marks and a half dozen minute fractures.

"Heya scary-bear! How d'ya like my weaponized party cannon?" The bear bellowed in response, and Pinkie stopped to consider the cannon attacked to her hoof. "You think it needs a little work? Well, I supposed it could be a bit bigger, but it's easier to hold this way. Maybe if I shoulder mounted it, then I could run around on all four hooves while still shooting... but I'd have to make it smaller in order to get the proper weight distribution. Oh dear, I've gotten distracted again, haven't I?" She said, as the bear launched itself towards Pinkie in an attempt to maul her face.

Pinkie tried to duck under the attack, but she was too late to avoid being sent flying. When she stood once again, stars swam before her eyes as she mumbled, "A pony in motion is equal and opposite to massed force. A pony at rest is just tired." She shook her head to clear away the stars. "Hokay! No more miss nice Pinkie! Now things get serious. A DJ friend of mine once asked, 'what happens when we push the beat harder?'"

The gears within Pinkie's cannon began to spin, producing a high-pitched whining sound which reached crescendo just on the edge of a pony's hearing range. Pinkie considered her weapon with a critical eye, before turning back to the bear which was exhibiting signs of aural distress. "Clearly, this begs the question: am I pushing science too far, going where nopony should go?" Pinkie leveled the weapon at the distressed bear-like creature. "Why don't we just find out together, shall we?"

The other four ponies struggled to handle the largest of the four beasts.

"Zecora, look out!"

"Rarity, behind you!"

"How does something that big move that fast?!"

Twilight pulled a length of rope from her pack and tossed one end to Rarity. "Tie this off on one of its tusks!" Rarity took the rope in her mouth and raced up behind the beast while it was distracted chasing Rainbow Dash. She leapt onto the beast's tusk, balancing herself on the narrow surface. Her presence drew the beast's attention away from Rainbow, and it tried to shake itself free of the new burden. However, Rarity's perch was secure, and she quickly tied off the rope before leaping away.

At the other end of the line, Twilight kept up with the mammoth's pace. "Rainbow, I need your wings!" Twilight passed the rope off to the pegasus, and motioned that she should use Twilight's back as a stepping-stool. Rainbow Dash took a running leap, from the ground to Twilight, to the air over the Mammoth's back. She used her wings to glide down onto the ground at the beast's other side while keeping the pace.

"Rarity! The other tusk!" Rainbow transferred the rope back to Rarity while Zecora ran interference against the beast. A second time, Rarity stood on the mammoth's narrow tusk while tying off one end of the rope. The mammoth now had a makeshift halter strung over its back, ready for a brave rider.

"Zecora, you're up!" The zebra galloped up alongside Twilight Sparkle while Rarity and Rainbow traded with her to keep the mammoth's attention. Lacking Rainbow's wings or athleticism, Zecora needed a bigger boost from Twilight in order to reach the beast's back. A combination of Twilight's telekinesis, Zecora leaping, and Twilight physically throwing her friend eventually managed to get the mare high enough into the air so that she could land on her target. She gathered the halter up into her hooves and pulled with all her strength, directing the beast's head away from Rainbow and Rarity. Like so many creatures, its body soon followed its head, and its path turned.

"Twilight, how do I stop this thing?!"

"Try pulling harder!"

Ahead of the out-of-control mammoth, a shadow resolved into the avian creature lying on its side with its head cradled in Fluttershy's forelegs. One of the bird's wings was missing, and it whined piteously despite Fluttershy's efforts to take the pain away.

"Fluttershy, look out! Out of the way!" The pegasus leapt to her hooves and scrambled away, partly in an effort to follow directions, but mostly out of a startled fear. No sooner had Fluttershy separated herself from the bird, than the runaway mammoth trampled over the ground where she had been, and where the bird still lay.

"Twilight, this isn't working!"

"Just pull straight back, and pull harder! I'm sure it'll stop eventually!"

As Twilight kept pace with the Mammoth, she passed Applejack cleaning her sword with the snow. "Hey Twi," Applejack called out nonchalantly. Twilight turned her head to the side to stare at Applejack, alone and without her opponent. At the sound of a wet crunch to her other side; she whipped her head back towards the mammoth in time to get hit in the face by a spray of black ichor. "Bye, Twi."

From the mammoth's back, Zecora grunted with exertion and yanked back on the halter with all of the force she could muster. The beast lifted its head upwards as far as it could, and then Zecora pulled it back further still. With a soft snap, the mammoth tripped overs its own feet, pitching Zecora forwards and to the ground.

Twilight charged forward, breathing heavily, to check on Zecora. When she confirmed that Zecora suffered from nothing more than a few bruises, Twilight turned back to the mammoth. It wasn't moving.

A biting wind blew across the plain, sweeping aside the mist. The mammoth's rampage left a black trail in the snow, from its current location to the mound of flesh and feathers near Fluttershy. Twilight was taken aback by how small the battlefield was – she hadn't realized just how thick the mist really was. With the mist gone, she could clearly see each of her companions; each easily close enough to call out to.

Something was missing. "Pinkie, what happened to the bear?"

"What bear?"

"The bear you were supposed to be fighting while the rest of us dealt with the other monsters!"

"Ohhh!" Pinkie's mouth opened wide. "That bear."

Pinkie didn't elaborate. "Well?" Twilight asked. "Where is it?"

"Oh, he's gone."

"Gone? Gone where?!"

"Gone gone." Pinkie simply smiled, and then trotted up closer to Twilight and the unmoving mammoth. Behind her, a patch of ground let off a few wisps of smoke.

As the ponies gathered together, Zecora coughed. "Girls, I think we have company."

With the mist fully dissipated, everypony could clearly see that they had an audience. Ten bipedal figures stood in a semicircle around them. The observers were obviously not human, with crescent-shaped heads and long, chitinous arms and legs. Their torsos were slug-like, and they all seemed to bear head-splitting smiles. They sported a variety of dark colors, none blending well with the snowy plain that surrounded them. Despite their alien appearance, these new creatures seemed far more intelligent than the deformed beasts the group had just fought against; many of them bore various weapons, from spears to swords and axes.

Before anypony could even ready herself for another battle, the new arrivals dropped to their knees and began bowing to the ponies.

Rainbow took a step back, uncertain. "Hey, Twilight... any idea what's going on?"

Twilight shook her head. "Not a single clue. Pinkie?"

"Um... they're demons. Not sure what kind. Maybe they're some relation to the demons summoned by Kal Bax to make the manse?"

Rainbow nodded. "Got it. They're evil and we should send them back to Tartarus." Rainbow spread her wings and took on an aggressive stance, pawing at the snow under her hooves.

The thinnest and shortest – barely taller than Twilight – among the demons stepped forward, keeping his beady eyes downcast, refusing to look into the ponies' eyes. "Oh most exalted lords," the demon spoke with meek tones that put Fluttershy to shame, "we apologize for daring to exist in your presence, we were merely hunting for a meal when we happened upon your glorious battle and we were unable to avert our gaze."

"Oh... please, don't..." Fluttershy blushed as she tried to get the demon to stop prostrating itself.

Eventually, Fluttershy managed to convince the speaking demon to stand once again, but he still refused to look any higher than anypony's hooves. "My name is U'awa, servant to Our Lady Corr'dal. If your most exalted lords would do me the honor, please allow me to lead you to my home for food, drink, and shelter."

Twilight was not impressed. With half-lidded eyes, she said, "The last time a demon offered to take a pony home for food, the self-styled High Lord Tirek nearly brought about the Night that Never Ends." She stepped forward. "Now allow us to pass. We have business at the Invisible Fortress."

U'awa and his companions acquiesced without argument, and the ponies passed without molestation. The demons watched the ponies go, before turning back to the mammoth and the beasts it trampled while ridden by Zecora.


Zecora sidled up next to Twilight to whisper into her ear, "I believe we are being followed."

Twilight sighed and looked back; a black shape in the distance was not even attempting to conceal itself. "I'm pretty sure it's U'awa. He's been a few minutes behind us for the past two hours." She turned to the side and called out, "Hey, Rarity, do you think you could go talk to him and get him off our tails?"

Rarity nodded, and turned back towards U'awa, who stood alone. When she came within speaking distance, he prostrated himself before her once again.

"Please, dear, stop with the bowing. It's unbecoming." U'awa rose to his feet at Rarity's command, but refused to meet her gaze. "Now, will you please tell me why you've been following us?"

"I would extend an invitation once again to join me for food, drink, and shelter for the night—" he began.

"But there are those among us that are not comfortable following a demon to the dinner table."

U'awa's entire body drooped. "I assure you, oh most exalted lord: we are not like any demons you may have encountered before."

Rarity cocked her head. "You're different? How so?"

"Many years ago, when the world ended, a group of sorcerers came north to make a home for themselves – the Invisible Fortress that you seek. Because they wished it to be secret from their enemies, they called on us to build it with our claws and our backs. We did so gladly, for ones so noble. But they had powerful enemies, who hunted them even here at the edge of the world, and they were all driven to madness or the eternal sleep. We Founders have waited for the return of those who would make the Fortress their own again, so that we may serve – or if there is no use for us, release to return to Malfeas. You and your companions are powerful. You seek the Fortress. We would help you as best we can.

"If you do not wish our help, we merely ask one thing: satisfy the promise the great builder made with us, to release us now that the Fortress is complete. Let us just go home."

U'awa was silent, as he wrung his hands together and stared at the snow. Rarity considered the demon while she decided on a response. "We do not wish for your assistance, ser U'awa, so I must ask that you cease following me and my companions." The demon nodded enthusiastically. "However, I cannot promise anything with regard to your release. I can only promise that I will relay your dilemma to the others, and we will make a collective decision from there."

"Oh, thank you your lordship—"

Rarity cut him off with a raised hoof. "And please, though we might never meet again, stop calling us lords. Every member of my party is female."

U'awa bowed low as Rarity turned away. "Yes, your ladyship."

Rarity began to trot back towards the other ponies, but paused and glanced back to U'awa, still bowing low. "U'awa, dear?"

"Yes, oh most exalted lady?"

"You wouldn't happen to know how we would go about releasing you, would you?"

U'awa's spirits appeared to brighten immediately, as he launched into his explanation.


That night, there was no campfire. The icy wind of the northern winter cut through the tents as though they weren't even there. The ponies paired up (Zecora joined Twilight and Rainbow Dash in their tent, making for a very snug fit) and huddled together for warmth as best they could. As the ponies waited for sleep, several conversations drifted to the bombshell Rarity had relayed from U'awa.

"There's no way we're releasing an army of demons from whatever binding spell Kal Bax put on them. The world is much better off with them trapped here, where they aren't bothering anyone but each other."

"I dunno, Twi. They certainly don't seem as bad as any demons I've heard of."

"I'm sure it's just a ploy. Play the innocent victim trapped for a couple thousand years so that they can get released on the unsuspecting world."

"I agree with Twilight," Zecora piped up, "we do not know what these demons will do once released. We do know what they will do if they are not released."

Rainbow lifted her head over Twilight's sleeping bag to try and get a good look at Zecora. "We do?"

"Yes," Zecora nodded emphatically. "If we do not release these demons, they will do the same thing they have been doing for the past two thousand years."

Rainbow dropped her head and grunted in frustration. "But time changes ponies! Demons! Whatever! These guys are basically immortal, and they've been alone here for hundreds of years!"

"That's right, Rainbow, they've been alone!" Twilight tried to slam her hoof on the ground to make her point, but between the sleeping bags, tent, tarp, and snow, the effect was lost. "There hasn't been any stimulus that would make them want to change their ways."

"Well... what about Nightmare Moon? She was alone for a thousand years, and we still gave her a second chance. Look how that turned out; Luna's been great! Especially on Nightmare Night!"

"That's different. We used the Elements to purify her of her jealousy and anger, and we returned her to the pony she used to be."

"Indeed, Rainbow Dash. The two situations are very different."

Rainbow let out a huff and rolled over, with no additional counter-argument.


In the early afternoon of the next day, the tugging sensation led the ponies to a rocky pass between two mountains on the opposite end of the snowy plain from where they entered. They followed the pull as best as they could through a veritable maze of cliffs and clefts, until the sensation began to fade.

When the pull towards the Invisible Fortress finally disappeared, the ponies found themselves on the slope of a small triangular valley.

"So... where is it?" Applejack was the first to speak up.

"Well, duh, AJ. I'm sure it's not called the 'Invisible Fortress' for nothing." Rainbow Dash swept her hoof across the empty space before the group. "Obviously, it's right here."

At Rainbow's caution, everypony began to sweep the floor of the valley, testing the air in front of them for the invisible manse. After three hours, it became apparent that the Fortress was not simply sitting in the open with some magic hiding its presence.

"Well, it has to be here somewhere," Twilight said.

"Um, excuse me..."

"We could try walking back out of the valley and triangulating with the pulling sensation," Zecora suggested.

"Um, over here..."

"That's a good idea, Zecora, but we'd need to spread out more than those cliffs will let us do easily. And we don't really have an accurate map of the area."

"Girls, I think I found something..."

"Ugh, I do not want to go traipsing all over those cliffs any more than I have to. My hooficure is already beyond ruined; I don't want to actually split a hoof as well."

"There's something over here..."

"Rarity, yer wearin' horseshoes. Yer not gonna split yer hoof."

"GIRLS!" Fluttershy shouted.

"Geez, Fluttershy, no need to yell," Rainbow said as she rubbed her ears.

"Oh... I'm sorry, Rainbow..."

"What is it that has you so flustered, darling?"

"Um... this wall over here... the shadows are all wrong. I think it might be important." Fluttershy walked towards the valley wall and began pointing out inconsistencies. "Here and here, and over there... I noticed while the sun was going down that the shadows didn't quite match the rocks and—"

A collective gasp interrupted Fluttershy as the other girls walked close and noticed the unique properties of the wall. With the right lighting, at the right angle, when the ponies stood close enough, it was obvious: this was not a valley wall. This was the edifice of a building. The Invisible Manse was not disguised by magic, but by exceptional camouflage. And just steps away from Fluttershy was what appeared to be the front doors.

Author's Note:

Malfeas is the Demon City – effectively, Hell. Malfeas is either surrounded or inhabited by every single Yozi (the Primordials who surrendered to the exalted) and their demon spawn, with the exception of the demons summoned to Creation by sorcerers, thaumaturges, or auspicious events. The path from Creation to Equestria known by the Sidereals travels through Cecelyne, the Infinite Desert which borders Malfeas. (Despite its size, any trip into or out of Malfeas via Cecelyne takes exactly five days, making the trip to Equestria take at least ten days.)