• Published 28th Mar 2018
  • 2,678 Views, 101 Comments

Off The Grid - MajorPaleFace



Commander John Maxon unexpectedly arrives in orbit above Equestria after a 90 year interstellar journey to Proxima Centauri in Cryostasis. John must learn to survive and inspire in an strange new world.

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Duty or Dishonour


The sight of Camp Saddle Pad loomed distantly within a blue-grey smoke haze. Twin spears of Changeling ground forces advance from the west, whilst vibrant blue energy orbs are fired at the besieged Equestrians.

It was difficult to tell, John using his maximum magnification setting within his helmets Heads Up Display to pick out the odd detail. Colonel Whitebow had wisely deployed a handful of garrisoned units into the dead-ground between the camp and the Changelings invaders.

They were holding for now but were vastly outnumbered. Changelings ruled the skies, using large waves to cut swathes through the air, breaking apart the small wings of Equestrian Pegasi.

Midnight grunts as she leans over the side, “whoa – that’s a lotta bugs!”

The afternoon heat was oppressive, even at this altitude. The carts approached in a V formation, with Captain Anthem flying solo off to his left – she could be heard shouting orders at a nearby guard.

“Those who can fight – form up ahead of the chariots. We need to create a diversion; support the bases defence and allow our wounded to get safely back to our staging area at Aylesbury.”

As the Guardsmare took off to rally those who wearily hung around the main carriage group, John mentally instructed his HUD to return to normal magnification.



He searched the nearby airspace for the latte-coloured Captain. Locating her, he had to shout to be heard over the rush of wings and carriage jostle.

Captain Anthem!” She glided over without looking at him.

“I need to be on the ground!”

Her head drags left and right, “no way! Your boats’ full of wounded. Get to the staging area, re-equip and rest – we’ll take the camp back in the next few days.”

He leaned over the rail, “I have some samples of advanced technology down there. Now from what I’ve seen – they must not be allowed to get their hands on it.”

She glanced at him, “they do not possess hands, Commander.”

His glare was lessened by the helmet he wore, but she relented without much time passing.

“Alright, alright, but you’re getting transferred to another cart. This one isn’t stopping until it lands amongst soft beds and softer nurses, you get me?”

“I get you – just–” he was cut off as Midnight kind of headbutted him.

“I’ll fly you over,” she murmured and wobbled a little.

“No way, you’re riding out. Soft nurses await, Lieutenant.”

She shook her head, her eyes focused more and she seemed to look right through him, “I’m going. Now hold on!” She lifted with a single flap, linking her rear and front hooves under each of his arms, she was able to hoist him out with surprising ease.



He resisted the urge to flail, Anthem and another familiar Thestral taking hold of him. His legs dangled like steel I-beams as they leap-frogged him a dozen meters into the opposite cart. His impact made the carriage sway and those in the cart protested the sudden movement.

Two dozen Royal Guard all scurried away from him – their surprise and scorn evaporating upon realising it was John – not a Changeling attack.

Anthem took off again, marshalling more aerial troops. It was late afternoon and the searing temperature had reduced to a constant hot warmth that permeated everything.

The two-carriage groups were divided between combat-capable and those who weren’t. Scores of Gryphons, Thestrals and Pegasi fell away at great speed, dive-bombing toward the Changeling artillery positions.

It made sense to knock them out now, he reasoned.



Half of the carriages levelled out, continuing at their present altitude towards the forested plateau that was the staging area. Johns own lowered into a landing pattern, amongst others that would see them arrive at the rear of the camp.

“Get set for a combat drop!” Senior Guard Summersglide was leading this boatload of troops, John recognised him from the battle of Aylesbury – they exchanged a glance.

John fumbled with his belt, inside which contained medical items – stimulants and antirads, he carefully plucked out a black inhaler with his bulky digits.

Midnight slumped a little but seemed to be getting more alert by the second.

“Here,” he thrust the stim at her, “an X-Cell. Inhale from it – tastes like garbage, but it’ll set you right.”

She took it and eyed it wearily, inching it closer to her mouth.

“What will it do?”

“It’ll enhance every attribute you’ve got. Speed, strength, stamina. You’ll feel better than ever.”

She blinked at it, each eye seemed to be out of sync with the other, finally, she clamped her mouth around it and inhaled a massive drag of air. She seemed to inflate as she held it a second. Taking away the inhaler, she spluttered and coughed – spittle flew out of her.

Ach – it burns!” Her eyes were bloodshot.

“More,” she did so at Johns encouragement.

This time a wheezing, hacking cough overtook her and she dropped the inhaler.

John swiped it up and placed it back within his belt. Making a note to destroy it later.



The sounds of battle were growing as they approached Saddle Pad in an arcing, eastern curve, coming in above tall trees.

The rear of the camp had a few formations of gold-armoured ponies. They each had a red plume affixed to their helmets.

The seven remaining carts landed quickly, the troops inside disembarking with haste – they were rounded up and funnelled into the camps rear-facing entrance.



A heavily armoured Unicorn mare trotted over, she and all the other red-plume-toting guards sported serious expressions.

She sneered at John, ignoring him – she looked at Midnight as she joined them – who seemed much more like her usual self.

“Lieutenant – round up this rabble and get inside, we’re mounting a final defence and then pulling back. Look for Sergeant Gil, he’s somewhere near the eastern gate, tell him there’s enough room for,” she hastily counted the carriages, “less than 100 wounded.”

Midnight halted and saluted crisply, “Aye, Captain. Come on Commander,” together they jogged after the rest of the disembarked troops.



Inside the camp, it was clear enough that the equestrians were on the back-foot. Trains of wounded were escorted to a cleared area – a dozen Unicorns in more elaborate looking garb charged their horns simultaneously. In a flash, the gathered wounded disappeared.

John had heard rumours of black-ops and shadow agencies within the brotherhood having access to teleportation technology – though he’d never seen it with his own eyes.

He was broken out of his thoughts by Midnight, “come on, we need to find Sergeant Gil.”

She led them away from the bustling troop area. She was stood in a tent filled with discarded armour and weapons, enough to equip a few hundred troops.

“Your guys are taking some big hits,” John commented distractedly as he oriented himself to find his tent.

She huffed and loosened her armour, it slithered around her in a heap. The blood-matted and battle-damaged material was shunted aside with her hoof.



“This ain’t no time for a shower,” she was fumbling with a pail of murky water.

“I can’t think straight with that stuff you gave me, now are you gonna help or not?”

For the love of–” he stopped himself as he spied a pair of full buckets, taking one in each hand – he placed them down next to her as she rubbed a soap bar all over herself.

She stiffened and moaned as he dumped a bucket of cool water over her, the runoff was murky and dark. Her front hooves scrubbed at her face as he poured the second one more slowly, washing off the suds.

“Now hurry up and gear up!”

His command seemed to spur her into action. She strapped into a slate grey cuirass, John bent at the waist and tied off one side of the armour. He picked out a fresh-looking Thestral Helmet, he found a Lieutenant’s pip on a piece of shredded armour and thumbed it into the forehead of the headwear.

He placed it squarely on her crown and she clasped the chin strap shut, she looped her sword sheath over her back and gave her wings a test flap.

Drawing her sabre a few times with her mouth and then foreleg, she seemed satisfied to continue.



Working back toward the eastern gate, a squat, armoured pony was shouting orders off a scroll. Wincing guards were being despatched towards the low din and rattle of combat.

Midnight and John stopped within arms-length of the blustery Sergeant, “What?!”

“Sergeant, there’s seven carriages just outside the gate, they’re ready for dust-off – no more than ninety wounded – just to be safe.”

“Aye – of course there is!” He looked over a clipboard with discontent. He spoke in a thick Gaelic declamatory way.

Agh, bloody nosebleed – I’m almost done with the evacuation, Lieutenant – but there’s this blasted gobshite noble stallion who showed up unannounced. He’s right chummy with Princess Celestia, supposedly – and I Cannae bloody find him!”

“You want me to track him down?”

“Aye – if you’ve a spare moment, Lieutenant. He was last seen near the Mercenary camp. Thanks a lot.”



They distanced from the gruff Sergeant. “This is where we part ways again,” a stray artillery ball streaked down towards them but was promptly intercepted by unicorn anti-spells. It stopped dead, before being hurtled back toward the enemy.” They both watched it calmly, Midnight turning back to him.

“I’ll see you soon,” she leapt off the ground – tearing away at an unnatural speed and out of sight.


Leaving the human in her wake, Midnight kept low to avoid any breakthroughs in the Changeling attack. She’d find her aunty – Lieutenant Colonel Kodiak, first.

Her keen eyesight picked out the standard-Thestral formation of a command ring, one of a dozen wooden towers that were high above the camp – providing an excellent vantage point.

She slowed and landed among four senior officers, her aunty, Colonel Whitebow and a pair of new officers Midnight hadn’t yet met.

“Lieutenant, reports of your status were clear; why aren’t you on your way to the staging area?!” Kodiak turned on her, her all-black coat colour coupled with her large size made just about anypony cower. But Midnight was used to it.

“I’m not sitting pretty in a bed while my unit suffers through this!” She gestured out at the battle before them. A trio of air-burst exploded inside the shield-wall, shaking their observation platform noticeably.



Facing westward, the camps outer wall stretched left-to-right, it was made of cut timber and had a spiked top. Reinforced archer towers situated every thirty meters had mounted crossbows that were chipping away at the enemy’s’ advance. A large domed shield covered much of the camp and provided them respite against the constant artillery barrage. Thick, caustic columns of smoke rose from the battlespace.

A faraway cry of “ah-hooh,” could be heard as forward units engaged with the enemy. In the very far distance, Midnight could make out little specs. Captain Anthem and her rag-tag collective of flight-capable troops attempting to knock out the Changeling siege machines.

One of the new officers ignored the exchange, “damn – where’s our artillery?”

“It’ll be here, any minute now.” The second newcomer said.

“Kodiak – introductions,” Whitebow said, the three Royal Guard not looking away from their binoculars.

Kodiak rolled her eyes, nevertheless obeying, “Lieutenant Midnight, this is Major Opaline of the 20th Legion,” the Unicorn had the same gold armour and red plume as the Guards stationed around the east gate.

He turned to look at her, “Lieutenant.” Back to the binos.



“And this is Major Lacewing, part of Colonel Whitebows 23rd Brigade.”

“Hello, Lieutenant” she was a petite and softly-spoken pegasi mare. Her green eyes were like emeralds.

Kodiaks eyes widened like she’d had a realisation, “where’s the human?!”

“The Commanders on his way to his tent. He wanted to secure his technology. He was clear that it couldn’t fall into the enemy’s,” she flexed the ends of her forelegs, “‘hands.’”

Kodiak slowly nodded, “for once I agree with him.”

“Colonel,” Midnight began, “Captain Anthem has taken all of our flight-capable fighters – including the mercenary Gryphon survivors and they’re currently attempting to destroy the enemy siege machines.”

All four looked at her, “I also saw Lieutenant Pontiac leading our ground forces once we landed – he was headed toward the frontline.”

“I know, Lieutenant – word travels fast. I’ve ordered him to hold out in the southern sector with the Mercenaries that survived, as he and his troops have experience in fighting alongside them. You can join them whenever you like.”

“Colonel, a Sergeant Gil from the Legion asked me to help find a missing politician. He was last seen nearby the mercenary camp – so I’d be heading that way anyway.”

“Fine, fine,” she waved disinterestedly at her and returned to her binoculars.

She turned to take-off, making eye contact with her aunt as she did so. She paused with wings extended as she felt a gentle hoof touch her withers.

“Be safe – don’t do anything stupid,” Kodiaks voice dropped to a barely audible whisper, “after you’re done playing fetch, I want you glued to that human, understand?”

With her head angled so she could just look back at her darker coloured relative, she said, “Yes, ma’am,” before shooting off and out of the tower.



She rose steadily in altitude – quickly mapping out the clusters of friendly troops within the camp. Outside of the forcefield and the walls of the camp she could see a defensive line a kilometre long, stretching from the camp to a hill on the far southern edge.

Celestia, we need more troops.’ The thought came easily. That’s what it had been since the beginning though, it was always the Lunar Guard who had to pull miracles out of their asses.

She banked right, casting toward the mismatched mercenary living space. It seemed much of the ground component had made it back unharmed, she found the towering form of Kronos overseeing the construction of more catapult launchers.

“Hurry up! If you don’t get those slingers up right now, I’m shooting you off with the first volley!”

“Yes, boss!” A scrawny cat-like creature replied it spoke in a slimy way that made Midnight’s ears wilt.

“Kronos!” She spoke more loudly than needed, that drug John had given her coursed through her veins, her head pulsed and she had to breathe deeply to parry the effects. She felt invincible.

“Ah-ha-ha, Lieutenant – I have heard good things about the one coloured like a mackerel, the tales my calves have said about you!” He clicked his tongue approvingly.



She landed, dust blasted away from her, “I’ve come to look for a pony noble. I think he’s quite young. He was last seen nearby.”

His expression became grim, “ah yes – the thief. He has been dealt with,”

Dread filled her, “what do you mean, ‘dealt’ with?”

He held his hands out in a placating manner, “he was caught trying to take a little amulet from one of our most fearsome fighters.”

She frowned, “what happened to him?”





“Come – I’ll show you, Mackerel-Pony,” he led her towards a small burgundy-coloured tee-pee.

“Don’t call me that.”



Her frown only worsened once inside the tent.

Blood-soaked rags were hung in a crisscrossed display, some kind of clan emblem, Midnight guessed.

The tent had little trinkets and a rack of lethal and well-used looking blades. But aside from a small cooking pot and a hammock – the living space was unoccupied.

Midnight exited. Kronos had been bent-over to peer into the tent – he stood up too fast and dragged up a small amulet that they’d missed with his one good horn. It had been pinned over the top of the entrance.

“What’s that?” She inquired.

“I do not know,” he snatched the dangling bauble with a hand and glared at it.

“Let me see,” she stood on her rear hooves, Kronos lifting her with his spare hand and holding the trinket out for her to inspect.



A passing Gryphon looked mockingly at the towering bull. A warning grunt through the bulls’ nose caused the Gryphon to carry on and mind his business.

Midnight hummed, “looks like a Gryphon talon.”

She dropped back to all-fours as Kronos stroked his small goatee in thought, “actually, I might know what this is. Follow.” He took off in giant, lumbering strides and Midnight was forced to the air to keep up.



A few tents along, he suddenly turned and stood outside an identical tepee, this one painted in a faded mustard colour.

“Axterios!” He bellowed, “come out from your hovel, I’ve got something for you.”

The clanging of a pot followed by a string of Gryphonese greeted their ears.

An old, sickly and greying Gryphon emerged. Midnight clamped a hoof over her nose, whatever he smelled of reeked worse than swollen corpses.

His teeth were yellowed and one eye shone white with blindness. His mane and fur were patchy and Midnight audibly gagged as a pair of flies followed him out to run rings around the putrid being.



“What have you brought me? A specimen? She looks nubile,” his speech seemed to echo with a nattering, eerie after-voice.

Midnight drew her sabre and held it outward, “shut your rotten mouth, or I’ll stencil my name onto your coat.”

“Oh-,” He laughed in a chattering manner that made her feel even more detest if such a thing were possible.

“And fierce, too,” he crooned, “what do you want?” He suddenly snapped, all humour leaving him.



Kronos held the trinket out, “a pony noble stole a medallion from Cornelia, this was attached above her tent, explain.”

Axterios’ eyes narrowed at it, his front, inwardly bent and yellowed teeth tapped together as he processed, “neh ka, this represents the trial of ubevkenkn, she took the thief out of clan territory for retribution. There’s a small cave nearby, I’d check there.”

Kronos hummed, stowing the little chain, “so helpful today, are you finally departing for the afterlife?”

He laughed again in that irritating, chittering way, “so long as this one comes again to see me,” misty saliva trickled down his chin and his eyes became unfocused.



Midnight usually would have resisted the urge to kill him, she had the intense feeling to kill a lot of folks – it hadn’t ever been a problem. The humans' drug seemed to amplify this urge that pulsated within her and she leapt forward before she could stop herself.

“Mackerel – no!”

She half screamed and half cheered as her sabre cut effortlessly through the turgid and offensive Gryphons neck.

Blood squirted out and he gurgled with wide eyes, he held both claws to his throat in a fruitless effort to stop his blood from leaving him.

She swept her blade backwards, it flashed across his exposed midsection, blood and viscera bubbled out, dark and infected organs painted the hot earth.

He collapsed atop his internals and lay still, a steady flow of red and orange leaked from his half-open beak.



She heaved in excited, short breaths – she felt untouchable and relished the blood-lust.

“What have you done?!” Kronos was agape and couldn’t quite reel in his shock at the scene.

“There will be vengeance for this, Mackerel! He had family – they will demand blood for blood!”

A throaty growl permeated her words, “then it shall be theirs, Kronos,” her sabre was run across the exterior of Axterios’ mustard-coloured tepee and was re-sheathed.

“Forget what you’ve seen, Minotaur – I’ll be back once I find this bitch Cornelia and the stupid noble.”

She leaned in close, her heaving body and bloodshot, bulging eyes made Kronos realise she was not of sound mind. He took a step back. The strong and confident bull felt little of either as the possibly psychotic mare stared him down.

Speak of this to anypony and you’ll die screaming alongside them!” She burst off the ground in what was assuredly the fasted take-off she’d ever achieved. Leaving Kronos to live in fear. She looked for a cave.


After Midnights departure, John had quickly approached a Unicorn and managed to convince him to assist with teleporting many of his supplies to the staging area. He’d clear the way; an escort and the Unicorn would follow.

Paladin-Commander John Maxon, by all accounts the model soldier. Fearless, unshakable.

Handsome.

“Oh fuck, oh shit!” A dozen Changelings had managed to penetrate deep within the camp. John startled at their sneaky approach as they came face-to-face.

The leader was a crafty looking thing, tall with ornate opaque armour. It chittered and screeched – its subordinates obeyed by firing a volley of magical blasts after him. Suppressed; he fell-back away from his target destination.

“Goddamn,” he burst through an unoccupied communal tent – the personal effects of a few dozen soldiers abandoned as they’d been rushed to combat the Changeling assault.

More green-blue blasts chased him, a few skimmed off his energy shields. A pair of ‘lings had flanked him – taking a more direct route and intersecting his escape path.

One ejected a handful of magic attacks – harmlessly absorbed by his pulsating, orange energy shields. He spun mid-air to deliver a spinning kick to the offending bugs head, snapping its neck and killing it.

The second screeched uselessly, its short-spear was pulverised as was the Changeling – John practically falling atop it at full speed.

He scrabbled up off the ground, delivering a stomping head-kick for good measure and continued to circle back toward his tent.



In the confusion and mad dash of his evasion, the bugs had misplaced their prey – John didn’t waste any time in getting back to his tent.

They caught sight of him disappearing into his tent, firing poorly aimed and predicted shots that passed harmlessly through his tent and out the opposite side.

He rocked his armour cradle over with one hand, wasting time as he gripped a handful of cells. He unslung his rifle from his back and planted a new cell into it. A half-dozen others filled his belt and he dashed back outside as the slew of energy bolts slowed.



Immediately he flicked out his over-sized switchblade, thrusting it into the side of a Changeling. it bleated and he wrenched his bayonet free, mercifully shooting two blasts which dissolved its angular head.

He crouched to duck under a cross-fire of incoming energy shots, he sighted two regular Changelings and the squad leader.

The large, tightly-grouped volley of blasts cut the underlings down, however, a trio of shots destined for the leader glanced harmlessly off its opaque armour.

The final, streaking bolt struck the side of its exposed neck, it wriggled and withered backwards. Taking cover behind a tent, John fires a dozen shots at where it should have been. Although he wasn’t sure if he’d scored another kill or not.



The second squad leap-frogged over each other, attempting to close the distance. John hardly took notice and squirted blasts off at them. He counted five more kills before he started to search for the leader.

He kept low, his shoulders hunched – he reloaded, pocketing the discharged cell within a drop-bag.

A spattering of green-black blood ebbed across the ground and left a trail. He followed it, discovering it had simply vanished.

He looked around him. Empty tents and discarded items were strewn everywhere. As if a small town's worth of ponies had upped-sticks and evacuated.

A squad of Gryphons avoided ground-fire and airburst strikes at high-altitude. Johns attention was momentarily split, in that instant he was blasted off his armoured feet.



He landed amongst a tabletop of half-full glasses which smashed. Amber liquid was spilt as the tent he was in collapsed and he was buried under the heavily alcohol-soaked fabric.

The suddenly bright and searing heat as he was immolated in emerald fire caused him no small amount of panic.

He leapt up, traipsing the fire-covered fabric he made his way toward what should have been the showering quarters.

A line of huge oak casks filled with water was his target. He sweated and grit his teeth against the brutal heat, punching again and again at the first barrel he came across.

It burst with a thunderous, snapping-crack – a torrent of water surged out, flattening him against his back and pulling him across the ground.

Steam and boiling moisture clung to everything, sweat beaded across his face in miniature streams which stung his eyes and tasted of salt.



He tore up to his feet like a giant angry gorilla. He flailed out of the singed and burned scraps of the tent – his laser rifle still clasped with an iron grip.

The opaquely armoured Changeling was bleeding a little. The wound had been semi-cauterised and that had probably saved its life. The dark green-black fluid was splattered across its armour and limbs, it was shiny and strangely oily.

It staggered forward on shaky hooves. Magic blasts and green missiles whipped out from its glowing, hole-ridden horn and deflected off or were absorbed by Johns shields.

The humans' hulking frame wobbled as he bounded out of the still-burning tent ruins. He fired on the Changeling with pulsating laser bolts. It was almost comical, the first few missed or were deflected away – they moved closer together.

Finally, a bolt skimmed across and through the Changelings neck, skipping from the back of its head and fizzling out as it impacted another water cask. The shape-shifter became ridged, toppling over afterwards.

John's eyes fluttered and he checked his surroundings. A dozen dead Changelings lay arrayed around a semi-inflamed tepee.



Gold armour glinted amongst the cafeteria tent – he remained cautious. It was the Unicorn from before and two of the red-plume toting guards.

“Hoo-ahh,” one of them said quietly.

“Come on,” he began walking for his stash, “we need to move.”


After flying at low altitude for some time and having found nothing. Midnight, frustrated, took up a position to the left of the Equestrian defensive line that had been dug-in between Camp Saddle Pad and a southern-facing mountain.

She’d scanned the horizon, seeing nothing but the shimmering black forms of Changeling swarms. The artillery bombardment had been reduced to only one or two firing positions, she noted.

Her natural eyesight was acceptable, even at these extreme ranges. Her head pulsed and her jaw had been clamped together for so long she feared it might break. She only bit down harder upon seeing a small disturbance in a tiny green patch.

Several small bursts of green sprouted up wherever water would pool. This particular one had a jagged black speck within it, the mouth of a cave.



She glided down toward it, skimming perilously above the ground. The terrain flashed past her periphery, she dropped lower, her hoof kissed a small shrub. Faster she flew, recklessly close to the ground. She closed her eyes and glided, blindly feeling the wind rush over her coat and across her skin-stretched wings.

Suddenly she opened her eyes and a tiny enclosure of trees greeted her. Slamming on the anchors – she barely managed to land without breaking all of her legs.

It was painful, but the pain dissipated as soon as it came. Looking around her she could see the scent of the greenery, a quartet of different smells traced patterns into the cave entrance, she followed. Her eyes felt itchy and tight like they were about to burst.

Her natural eyesight was usually superb, nothing like this here, though. Every crevice and outcrop seemed to vibrate. She could feel the worms in the earth and little beetles skittering across the floor. She could taste musky sweat and fresh death.



Her sabre was drawn in a single soundless movement. She advanced deeper into the cave, heading downwards.

A pillar of sunlight cut through the murky gloom, harshly illuminating a body. The small chamber was barren aside from the corpse and a small opening to the rear. Hoof and claw marks cut a path towards it, before vanishing.

The body was female, fairly large. She had a brass chest-piece that swirled artistically around her middle. Her limbs were wrapped tightly in silver-grey steel. A claw-hammer lay still holstered at her side.

Her head had been caved in, her beak cracked and her brains spilt from her skull. Midnight took a closer look, a blood-covered rock lay nearby. She sniffed the rock, licked it. The fresh smell and taste of copper were intertwined with lilac and lavender.

“Magic,” the word wasn’t said in her usual quiet tone but rattled out through gritted fangs.

She took the claw-hammer in a wing, its weight felt light and she held it low, her pinion coiled in preparation for a strike.



She followed the trail of tracks that led toward a darkened pit. The short, wide entrance was marred by scratch marks and a few drops of crimson stained the ground.

The crawlspace was just wide enough for a pair of ponies and just high enough for a large male provided plenty of manoeuvring room for Midnights lithesome form.

She wriggled with ease through the several body lengths to the other side. She’d never met a claustrophobic Thestral and so felt no drama when the ceiling of the crawlspace brushed her head.

A little more and she was free. Standing fully, she prepared for an attack that never came, after lowering her weapons she peered into the gloomy expanse. A chamber as big as the royal throne room was decorated with small, porous tunnels.

“Changelings,” she took off at a run, her hooves audibly pattering against the cave wall. She ran and ran, seeming never to tire. She cut into another large chamber, this one had the same textures as any hive or underground leg-pit she’d ever seen.

‘Mucus and sinew,’ she thought in anger, her blood ran fast and hot.



The tell-tale chitter of Changeling speech echoed from the only other entrance, green torchlight grew ever brighter and shadows of hole-filled creatures grew.

The edge of the room was dilapidated, the wall was chipped and cracked. A greasy mucus-y mud pit made itself know and a few droplets of water ruined its otherwise untarnished surface.

She crawled towards it, sheathing her sabre and clutching the claw-hammer in a hoof, she backed into the quicksand-like substance.

It was viscous and thick, oily black and stinking. She submerged herself up to the eyes and mouth, waiting patiently as the sounds of bug-ponies got ever closer.

As the first leg entered, she retracted her head the final bit, sinking up to her nostrils. She breathed shallowly.

She waited, counted to ten. In her mind bursting from her hiding spot was achievable, although, in reality, it was like being buried in stone. Her muscles ached and burned as she brute-forced her way out of the muck.

The first members of the Changeling train had vanished into the tunnel she’d entered from, six remained within and they continued away from her.



She dragged herself to her hooves, she was heavy with the weight of thick, slimy mud. She brushed it from her eyes and mouth, quickly and stealthily de-crusting herself of the turgid substance.

The last Changeling noticed her movements, it began to turn and she leapt for it. Clearing the distance with alarming speed.

It didn’t manage to sound the alarm as its head was rent sideways with the blow from her claw-hammer. Its neck was ripped open and a single spurt of life fluid shot out before it collapsed.

She dragged the body toward the mud, dumping it in – the substance began to bubble and writhe at its presence, causing the corpse to sink much faster. She realised she’d probably been sitting in some kind of lifeform. She didn’t dwell on it and continued forward.



Carefully Midnight plodded through darkened tunnels, her hyper-alert senses allowed her to avoid any patrols. This cave had opened into a vast network of a Changeling warren.

‘Had they been here all this time?’

She continued, eventually coming to a series of natural-looking fortifications. She hid behind one after noticing the expansive force of Changelings across the other side.

It was like an underground path; it was wide and enormous. Thousands of bulky, squat yet large Changelings surged across it. They were likely going to reinforce the attack, probably they were planning to dig right into the camp itself.

She turned, stealthily making her way one-at-a-time across several large boulders and rock-groups. Arriving at another tunnel, she disappeared into it.

The passageway led to a soft and fleshy surface which she quietly moved across, leading her to the top of some type of chamber. Small cells are housed with chitin entrances and barriers. A trio of Changelings stand watch, they look unattentively around them.

A large Commando storms into the cell, causing all three to stand much straighter. It growls some unintelligible words at them. The bug-talk meant nothing to Midnight.

She keeps her cool and waits. One of the cells whisks open, revealing a pair of Gryphons and a small pony embedded within the waxen walls.

One of the Gryphons was a shrivelled husk, the other begins to squirm and wriggle as the Commandos horn ignites.



Midnight descends behind a singular guard, she slashes its throat with her sabre. The gurgle it emits causes the other two to glance at her, unfortunately for them, too late.

The first is struck in the chest with the hammer, shuddering backwards in a cartwheel and crashing into the ground.

She weaves left, a magic bolt skimming her shoulder pauldron as she stabs her sabre through the Changelings neck. She headbutts it twice, the blows cause its legs to collapse and she withdraws her steel. Slashing it through the air in victory, blood paints the floor in a line.

The tension builds as she enters the prison cell, the second Gryphon looked to Midnight to have aged but wriggles defiantly nonetheless.

The commando is large with freshly healed grey scars across its face and neck. The chitin across its legs appears recently healed too.

It snarls a hiss, drawing a long single-edged blade, the steel-tipped, tanto-type point glints in the dim light. Midnight's blade is small by comparison.

Blackwater.’



The Commando leers at her as it jerks forward, sweepings its long blade for Midnight's legs. She jumps up and swoops to the top of the cell, narrowly avoiding a powerful energy blast which disintegrates the ceiling.

As sparkling debris is cast downward Midnight falls with it, she gauges the place the Changeling should be and targets it with both hammer and sabre – she screams a battle cry.

They hit something soft and it gives way, she collapses in the smoke and debris-strewn cell. Her hooves feel wet, the hammer bounces away as the dim light is momentarily lost.

She jerks back as the Commando starts to thrash, Midnight thrusts her sabre down, but her weapon is sent clattering away with a wisp of sickly green magic.



The Commandos hoof grips her by the throat and Midnight struggles to simply breathe as she’s raised off the ground. A skull-like head emerges out of the gloom as the debris finally settles.

Midnight chokes and squirms to little avail, the hammer had struck the Changelings head, stripping away much of the chitin and leaving the Commando looking fairly terrifying.

Midnight leaps up and raises her body to stretch out along the Commandos forelimb, her weight is too much and the Changeling is weighed down by the entrapped leg. She kicks out with a rear hoof, punting it in the head.

A shredding sound interrupts their death-struggle as the still-alive Gryphon manages to get a talon to slice through the rubbery restraints. He begins sawing at the material.

Hurry!” The nobles voice is sharp and grating.



Midnight loosens her grip as the pressure around her throat falls off. Lowering down she quickly swipes for the Changelings rear legs, managing to get it to the ground.

The big creature snarls, using its superior strength and size to get all over Midnight – it hits her a few times, Midnight weaves her head and uses her forehooves to mitigate the damage.

She reaches up and loops both forelegs around its neck, drawing it close and forcing its head over her shoulder. This likely unfamiliar fighting style is common among Thestral society – strike hard and fast, if unable, take it to the ground and submit your foe.

The Changeling huffs as Midnight delivers blow after blow to its abdomen using her rear legs, The Changeling presses down on her to force her to concede the assault. They both pant as each attempt to gain the upper hoof.



The Gryphon was able to get most of the way through his restraints, slowing suddenly as his stolen life force begins to take its toll.

“Don’t just stand there, you buffoon! Set me loose!” Cries the noble.

The Changeling senses the tide is shifting, it jumps from Midnight, departing with a kick to Midnight's body which she absorbs painfully. She climbs to her hooves and they exchange a flurry of strikes and blows.

Midnight wheels around and kicks the Changeling in the front of its chest, sending it back with a grunt. Magic wraps around her like a tightening noose as she’s thrown against the cell wall.

The wind is knocked out of her, but she manages to regain her footing as the Changeling charges with its head down – attempting to spear her.

She gets out of the way, narrowly avoiding the fatal blow that instead impales the fleshy cell wall – the small structure shudders with the impact.



The Gryphon falls to the floor as gravity claims him once more, he splutters but wastes no time in rearming himself. He takes the claw-hammer and quickly runs a partial line across the pony’s pod, before advancing shakily toward the creature.

Midnight’s head slumps in her state of weakness, the Commando delivers a massive strike to her crown. Her vision fades and hot blood shoots out of her mouth and nose.

She blinks to rid her eyesight of the shroud and the scene unfolds. The Gryphon is a medium-sized male, he looks comparatively ancient as the Changelings feeding process had only partially robbed him of his years.

He still moves fluidly with grace and strength, causing the Commando to bob and weave. The hammers blade just catches the Changelings shoulder, it attempts to rip the hammer from the Gryphons talons and they struggle over it.

The noble gains her attention, “Guardsmare, here!” Her focus is split as her sabre is tossed near her, it skids across the rough ground to rest at her hooves.



Almost in slow motion, she takes the sabre in her mouth and with a new wave of pulsing energy from the human’s drug, she slashes downward at the Changelings head.

The terrible wound isn’t life-threatening enough, however, and the abomination releases its telekinetic grip of the claw-hammer. Sending an energy blast at the fatigued Gryphon and turning on Midnight with death in its skull-like eyes.

Her sabre strikes are warded off with green magic, her mouth stings from the earlier blow but she ignores it. The Gryphon is up for round two and together they work toward cutting down this chitinous tree.



Midnight bounds with great agility under an energy blast, she skids underneath the Changeling and slices a forelimb partially off near the hoof, leaping upward she lifts the much larger fighter off the ground momentarily as the cat-bird hybrid springs atop the fray with an ululating carrion cry.

The blow to the Changelings head causes crystalline teeth and blood to rupture from its mouth, forcing it to sag groundward with the rising damage level.

Together they stand on opposite sides of the dangerous Commando. Midnight – in blood lust – slashes its neck time after time. Its partially severed head is sent careening across the cell like a grotesque golf ball.



They wobble and fall to their knees as they pant with the exertion. Midnight surveys the room, miraculously seeing no sign of enemy reinforcements – she takes a second to compose herself.

She stands and the Gryphon matches her with less vigour than earlier, nodding at her, “I am Lieutenant Midnight, Equestrian Lunar Guard. I’ve come for him.”

The pony inflates as she points her sabre at him, “oh, thank Celestia, these brutes were going to murder me!”

“You were caught stealing in our camp! Gryphon law is firm,” says the ageing hybrid.



Anger bubbles, but she keeps it in check. This wouldn’t be much of rescue if she descended on the insufferable diplomat or the honour-bound Gryphon with murder on her mind.

“Nevertheless,” she struggled with what she should say next.

“We haven’t time to talk about this here, we need to leave – and we need to do it now,” her tone was firm.

“As you say,” the Gryphon began heading for the exit. The diplomat looked stupidly at her, she turned and followed the Gryphon. The Pony catching up shortly after. He stalked openly, having the Commandos sword clutched inexperiencedly in his hooves.



The journey back was a difficult one. Chitinous Changeling dead-ends were placed where the tunnels from before should have been. They found ulterior passage – cautiously moving along it. Coming to a fork in the network, she closed her eyes and listened.

“This way,” Midnight took a couple of steps toward the right-most one.

The Mercenary and the Politician followed wordlessly, their prior hostility towards one another forgotten, for now.

A dim glow emerged up ahead, Midnight flattened herself against the wall, the Gryphon and the pony managing to squeeze together into a small crevice.



A snapping, hissing-growl preceded the appearance of three thicker-looking bugs, each had smooth and shiny chitin moulded over them. The first held a spear with a series of shiny green orbs clinking together from its tip.

The other two surged behind it, getting closer. Midnight doubted they’d pass without conflict and so she readied herself for battle, her blood rushing in anticipation.

In a single precise and graceful movement, Midnight had her sabre out and leapt into a thrusting charge. Her steel punched clean through the Changelings torso – emerging from its chitinous back.

She and the connected creature were shunted aside as the Gryphon Merc pushed passed. Unusually, the Changelings arrayed themselves into formation – blocking the tunnel with their mass and igniting their curved, jagged horns.

His hammer blow was absorbed by their magic as he began to be pulled towards the two creatures. Emerald energy enveloped him and he arched his back and let out an agonised yell.



Midnight had the fleeting thought of just grabbing the whiney pony and getting out another way. But she doubted it’d end too well and she could use the Gryphons fighting ability. Besides, he had helped her before – although more to save himself, she reckoned.

Extracting her blade by pushing against the dead-weight of the speared Changeling. She sped for them – her left-wing draped over the dead ‘lings’ sword, pulling it along.

Their magic attempted to immobilise her but was mitigated by her magic-imbed armour. She felt it vibrate, one of them roared as it broke its duel-fighter configuration to jump out and meet with her.

Her sabre clashed with its chitin-coated blade, it hissed as it pressed down on her. Her head pounded and her heartbeat thrummed arithmetically. Her forelimbs inflated and the Changeling was pushed back an iota – her wing brought her captured weapon around, catching the beast in the neck.

She saw red. Enraged, she out-strengthened the feckless monstrosity, casting its weapon aside with her own, she rotated as her legs seamlessly shot out to kick the Changeling back.

Before it had even passed its comrade, she whirled at the second shape-shifter. It howled and thrashed in a useless attempt to stave off her narcotic-induced frenzy.

She swept low and high. Advancing progressively; it had to surrender the captive Gryphon to fend off Midnights hurricane-like slashes and jabs.



She deflected a counter and returned a jab with her secondary weapon, just cutting its snout. Its compatriot began to rise shakily behind it – she knew she had to end this now, or more would reveal themselves.

Left and then right, the Changeling staggered with her unnaturally fierce assault. It predictively countered, Midnight fell away like a phantom and rose again between it and its sword. They clashed in a vicious headbutt that left her reeling, unfazed though, she brought her head up – smashing her helmet against its jaw.

As its head snapped back, she stroked her sabre across its vulnerable jugular, green blood sprayed out in a geyser – a final thrust through its throat severed its spine and it was dead from the neck down.

The gore-splattered Thestral weaved betwixt magic blasts impressively fast. Her eyes were wide and blood-crazy as she hammered down at the final creature.

It had risen partially and they danced in a high-paced flurry of blade flashes after half a second Midnight had bested the bug-pony. Its headless body lay firm against the tunnel.



She was panting hard and she struggled to regain her lost breath, “come on,” pant, “we need to,” pant, “get out!”

She stumbled along the tunnel, two sets of hoof and claw steps followed. The Gryphon was breathing hard. ‘Really hard. And loud.’

‘No,’ she realised, ‘its me.’ She tried to make less noise.



It wasn’t long before they reached the room with the mud pit. Thankfully no Changelings were present and they were clear to make for the exit into the cave up ahead.

After arriving at the crawlspace, she directed a head-bauble at the Gryphon, “you’re last, watch our back.”

He spat blood on the ground, he looked so old, head swaying as he lent into the wall, his eyes fluttered.

It was harder this time than previous, Midnight's fatigue was returning and the drug the human had given her wasn’t compensating as much.

Once on the other side, before taking cover she checked she was being followed. She was. The noble was half-way through and the Gryphon had just started shoving himself towards her.



Crawling like a jungle cat on the hunt, she concealed herself behind a series of stalagmites. On the other side; Changeling city. A dozen of the well-armoured variety stood statuesque as cave guards.

Shit,” the hushed curse was heard by both of her followers as they slinked into position at her flanks.

She kept one eye on the bugs and chanced an inspection of the Gryphon. He’d aged considerably. He looked more like that rotten old fool Axterios than the young warrior he was.

His eyes were unfocused and hazy, his beak was open and if not for the pointy rock formation he clung to, he’d probably topple over.

“Hey – Gryphon, what’s your name?” She said almost silently.

He squinted at her, “Axanxi, ‘the cobra,’” he seemed to regain some of his stolen youth.

She looked pointedly at the vexing noble, he rose his chin a fraction and her temper flared again.

“I am Sir Legacy Raven Flies, my father is the honourable Le–” she cut him off by leaning in close.



“Axanxi, it's one last push. I’ll need your help,” her voice still a perilous whisper.

He thudded a fist against his chest, “together we shall prevail, Lieutenant. Know that whatever comes next, the prisoner is yours.”

“Thank you,” she looked the scrawny noble all over, “yes or no, can you fight?”

He seemed offended, “I am a fencing champion, Lieutenant – I’ve also practised military drills with my two brothers.”

Midnight resisted the urge to roll her eyes, “that’ll suffice. Axanxi; in your own time.”



Axanxi didn’t acknowledge, he simply leapt over the stalagmite formation. His movement is noticed by the Changelings – who move with fluidity to intercept him.

The thick-bodied Axanxi rolled like an elephant enraged. Gryphonese curses and taunts of death before dishonour are shouted in a voice like a drumbeat.

Midnight flanks around to the right, catching one of them unprepared she punches her blade through its head.

Three more notice her and close in, opposite her engagement the Gryphon is up to his talons in bugs. Keeping them away with warning swings of his hammer, two crumpled bodies lay at his rear like ants caught in the sun.

Parrying a strike, she kills one with a series of well-aimed slashes – burying her sabre down through another ‘ling’s neck and deep into its torso.

Screeches and screams meet her ears, Axanxi wails in agony, answering something unsavoury in his native language.

The third is a large, stubborn beast. It swings a type of long, unwieldy Warhammer around itself. Midnight ducks back as it delivers a massive blow to the earth where she once stood. Taking advantage, she runs along its length – somersaulting and tracing a long line along its head and back.

It turns, never seeing the sabre thrust that would ultimately end its pitiful life. There are five more Changelings between her and Axanxi, he’s bleeding – but still, he carries on.



Together they clash with the remaining enemy, the fight is fierce and treacherous. In the final moments Midnight makes a costly mistake; misinterpreting a feint, she lurches low and is struck in the head with a short-staffed club.

Her vision explodes with stars, both eyes swell and she struggles to breathe through her nose. The events that unfold around her are at half-speed and blurry.



The shape-shifter who struck her stands over her, the club raised high in its magic – preparing to deliver a fatal, finishing blow. It gets barrelled over by Axanxi, he cuts its rear legs with the claw-hammers blade, before splitting its angular head open with the weapons forefront.

He bashes aside another bug; stomping on its head with his hind legs, a torrent of magic blasts cut into his side and the Gryphon stumbles and sunders to the cave floor.

She hears Legacy Flies screaming a rebel yell, he engages into the melee, impressively felling a bug, before sword-fighting it out with another. His precise and particular thrusts challenging the obsidian nightmare, who struggles to find an opening.

The noble-pony finishes off his opponent and moves to assist the weakened pair of warriors. Midnight's vision fails her completely – Legacy’s voice echoes through to her damaged mind.

She feels the fading grip of hooves lower her into the soft, cool grass. The smell of pollen and nature hangs all around her, mixed with caustic smoke and Tartarus-fire. Soon after, Axanxi is placed alongside her. Looking sideways she can see he’s no longer among the living, his stare is vacant and unblinking.

Looking away, Legacy is waving into the air – something is hanging above them. She passes out again, the sensation of a dozen hooves pulling at her.

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