• Published 9th Jul 2019
  • 5,133 Views, 568 Comments

Brighter Horizons - Destiny Chaser



A Human raised in Equestria by Pegasi. Oh, and he has their inherent magic. Have fun!

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The Storm Breaks

Rain lashed at the enormous bay windows of the penthouse as a lightning bolt lit up the darkened sky, a crash of thunder followed not a moment later, sending a vibration through the entire building. Chelicerae sat in a chair at the table that held the map of Equestria, running a finger over the golden vambrace that belonged to Michail. As before, she had scanned it with her magic and had discovered that much like the human, it was more than it appeared. The armament had been forged with magic, of a kind and power that she had never encountered before. There were powerful spells and practically unbreakable wards infused within it that made it all but immune to any kind of damage, physical or magical. The blades themselves were inlaid with spells of such cutting force that she imagined they could carve through a block of steel as if it were no more than a lump of cheese.

This strange magic was of an even more formidable kind than the permanent enchantment she had discovered on Michail. It was neither unicorn, changeling, or any kind of sorcery she had ever felt which left only one other kind: alicorn magic. Celestia... Chelicerae cursed under her breath. Her mother had taught her that the immortal was not one to be trifled with, and that if she should ever find herself in the Sun Witch's presence, that she was already dead. Before she had spoken with the boy, she had assumed that the young human had merely been Celestia's pet or plaything. Now that she saw this weapon, she knew that the relationship between them must be one of far greater significance. After all, this was a unique and powerful piece of equipment, given as gift apparently according to him. No ordinary soldier would carry such an exceptional item. He must have caught her favor somehow. This means any harm I cause him will no doubt invoke that tyrant's wrath...just great.

Then again, maybe she was wrong about Celestia, wrong about the ponies? After all, both Michail and Ella had destroyed all of her preconceived notions about humans, and the Equestrians had been the ones to raise the boy to such a standard. Chelicerae glanced down at the young human to her left, resting against the underside of the bar where he had succumbed to her venom and spell. She had retrieved his jacket, placing it over him like a blanket. His chest rose and fell gently with his breathing as he slept, the peaceful expression he wore causing her heart to twist in guilt and anguish. What am I doing...

His mind was hers now. Her spell would work in the background, subtly influencing his reason, making him docile to her directives and obedient to her. To the casual observer, he would still appear to be himself on the surface while in reality, not truly being there at all. Of course if she needed to, she could take complete control, turning him into a mindless drone while still retaining all of his abilities.

Chelicerae shook her head as she tore her gaze from him, staring instead at her hands as she clenched and flexed them. I have to do this...this is necessary... She thought, attempting to convince herself that she had made the right decision. She wished now that she hadn't fed from him earlier as she had completed her spell, though at the time, she had been unable to resist the temptation. After all, it was love that was freely offered; she had never experienced that before. The human had freely offered her love even though he knew she was a changeling, even though he knew that she had killed his family; and he had continued to give the life-giving gift even as she was violating his mind. The taste of it was unlike any other love she had ever consumed: pure, powerful, deliberate and selfless. A true desire for her to be free and happy. It had given her a rush unlike any other, but at the same time, caused her heart to shatter with guilt as it made her intimately aware of just how rare and precious was the gift that she was deliberately choosing to destroy.

It's too late now, I just need to finish the job. She would simply have to file it away as another in a long list of things to regret. What was one more? After all, she regretted everything.


Ella opened her eyes as she heard the elevator doors opened with a soft chime, lifting her head slightly from where she had been resting it against Telson's chest. He had a pleasing scent about him, similar to Chelicerae's except rather than the sweet scent of honey on clover, his was more sharp and reminded her of freshly cut cedar-wood. She wondered if all changelings produced such a scent, maybe something that helped make them more attractive to their prey? Whatever the case, it was definitely pleasant. It was so hard to believe that the person carrying her right now was not a human being, even though she had seen his true form. Changelings...magic. What a day this has been. The thought causing her to chuckle slightly, which quickly turned into a small whimper as her head swam again.

Telson stopped walking, looking down to the young woman cradled in his arms, that look of worry returning to his face. "What is it, small one?" Ella did her best attempt at giving him a reassuring smile, but all it did was just made him appear even more concerned. She knew that she was in a bad way, if the pain in her chest was any indication. She felt a bit more alert now that Telson had given her some sort of medicine, but still felt so weak that even raising her hand required a moment of concentration.

"Nothin', just...I don't feel so good, that's all." Ella said. The room the changeling was carrying her through looked like a connecting hub of some sort, with doors and hallways branching off from the main area of the penthouse, leading to other sections of the top floor. Far ahead of them across the wide, lobby-like room was a pair of dark-oaken doors. Telson shifted his grip slightly, making sure the blanket was securely tucked around her in order to conserve her body heat. As if it wasn't bad enough that most of her life-force was violently consumed, he was fairly certain that her body was going into shock.

"Just hold on, don't worry, you'll begin to recover with time." I hope... Ella smiled up at him again,

"Hey, don't worry about me big guy. You just focus on doin' what you need to do, yeah?" There it was again, that warm, mouth-watering wave of kindness and compassion that washed over him again. Telson shook his head, managing a small smile as a humorous thought struck him.

"You know, you should probably tone down that kindness of yours, it's making you smell delicious." This caused the girl to laugh softly at the slightly dark humor.

"Oh, is that right? Alright, well I'm really good at being cold an cynical if that would make me less appetizing, how would that taste for ya?" Telson wrinkled his nose slightly to exaggerate the point,

"Like old gym-socks dipped in vinegar." Ella laughed softly again before pausing to catch her breath. She looked up at him with a more serious expression.

"Telson, no matter what happens, thanks for tryin' to help, I really appreciate it." He shook his head slightly,

"No small one, thank you. Thank you for giving me hope, and reminding me of my purpose. I only hope that it's not too late, and that I am able to repay you someday." Ella smiled,

"You already have, big guy." Telson clenched his jaw to keep his emotions in check, he looked forward towards the doors through which his mistress waited for him. With one more reassuring look to the human in his arms, he stepped forward towards the doors.


Flash awoke with a start, nearly hitting his head on the underside of the bar-counter as he sat up. He felt different, better. In fact, nearly all of his bodily pains were gone, with only a muted hint of soreness from his damaged ribs. But at the same time, he felt off. When did I fall asleep on the floor? He thought as he rubbed the side of his head with his hand. The last thing he could remember was talking to Chel, but he couldn't for the life of him remember what they had been talking about. He looked up to see her only a few feet away, sitting in a chair by the table in her human form.

"You passed out," she said in response to his questioning look. "Your concussion was worse than I initially thought, so I took the liberty of healing some of your injuries." She stood up and walked over to him, staring down at him for a moment with an indiscernible expression before offering a hand out to him. "However, I expect a return on the energy I just invested in you, Michail."

"Uh, sure princess, of course." Flash said as he reached out and took her hand. Chel effortlessly pulled him to his feet as he grabbed on to his brown jacket before it could hit the floor. He shook his head Why did I... He had begun to wonder why he had said that but before he was able to complete the thought, it had simply vanished. Why shouldn't he help her? After all, it just made sense. He didn't know why, but it seemed like the most reasonable thing to do. More than reasonable, it felt necessary.

Chelicerae eyed him closely, looking for any signs that her spell might not have completely taken. It had been a while since she had manipulated a human with it, and Michail's mind was strong. In fact, his mental defenses were stronger than any human's she had encountered before. She was glad that she had managed to gain entrance before he had been able to marshal a full defense. Otherwise, she doubted that it would have completely worked, even with her venom weakening his mind.

Chelicerae held up his vambrace, "Who gave this to you, was it Celestia?" Flash blinked as he shook his head as if trying to clear it.

"Uh, no. Princess Luna made that for me." Now it was her turn to be confused.

"Who?" She asked, feeling more than a bit alarmed.

"Princess Luna," He repeated. "She's Princess Celestia's younger sister. You wouldn't know about her because she returned to Equestria while you were gone. She was the Mare in the Moon, and had been banished there by Celestia over a thousand years ago when she had succumbed to darkness. She's my friend."

Chelicerae blinked in astonishment. The Mare in the Moon?! I thought that was just an old mare's tale! Another Alicorn?! A living legend?! Apparently one that views him as a friend?! She looked at the vambrace, the thought of the kind of power that the being who forged it must possess caused her to shudder a little. Oh...she's gonna just love me for what I've done to him...

During her time in this world Chelicerae had become accustomed to having humans as opponents, crushing enemies that were in no way capable of competing with her. Now that she would be returning to Equestria, she knew that she would be facing powerful adversaries against whom she would have few advantages and even fewer allies. It made her feel more confident in her decision to coerce Michail into her service, as she would need all the help she could get to have even a hope of succeeding in her goals. Chelicerae handed him the vambrace, "Here, you're going to need this if you're working for me." She wanted to interrogate him further on the matter, but now was not the time. She could ask him all the questions she wanted to later, and he would answer them for her without hesitating. Just one more thing to deal with.

Flash didn't even question why she returned his weapon as he secured it to his arm before pulling his jacket back on. "Is there anything else you want to know Chel?" Before she could reply, the double doors from the far end of the room opened. Telson walked through, carrying Ella in his arms. He made eye-contact with his mistress before stepping down into the sitting area to lay the young female on one of the couches. Chelicerae noted how very faint and weak the girl's aura appeared.

Perhaps, I went to far... She thought. Michail looked from Ella, and back to Chelicerae, his face pleading. She nodded to him, "Go to her." The words had hardly left her lips before he dashed to his friend, moving so quickly that he seemingly vanished from sight for a moment. Telson glanced back at the pair of humans for a second as he approached his mistress.

"Status?" She asked in a low voice. Telson sighed before responding.

"I gave her some stimulants, but..." Chelicerae raised an eyebrow,

"But?" She said expectantly.

"She's very weak, dangerously so. I fear that if she falls asleep that she may never wake up again. I've done what I can for her, but she really needs a hospital, mistress." Chelicerae gritted her teeth in frustration,

"Blast it..." She cursed under her breath. She was already upset for having harmed the human in the first place, now even more so as she realized how much she had allowed herself to lose control in her anger. Flashbacks of what happened to Michail's mother haunted the back of her mind. "If something happens to her now it could upset the balance of control I have over Michail!"

Telson frowned as he glanced again over his shoulder, noticing how strange young Michail's aura appeared as he spoke with Ella. "Control? What do you-" His eyes widened in horror as he realized the reason why. His face snapped back to Chelicerae, "Oh, Queen's mercy, you didn't mistress..." She blinked in shock,

"Telson!" She said in an astonished tone. In all her years here, Telson had never once questioned her actions, never once expressed doubt on any of the decisions she had made. The suddenness of it happening now of all times nearly took her breath away. His eyes widened as he seemed to realize that he had actually spoken what he had been thinking out loud. He immediately dropped to one knee, bowing his head before her.

"Forgive me mistress...but I was wondering, is this truly the best way to assist the queen?" He asked. Chelicerae's eyes narrowed dangerously,

"What do you mean...explain yourself, Telson." She hissed in a low voice. He slowly raised his head, looking back up at her.

"A rare opportunity presents itself to us mistress. We have an officer of the Equestrian Military, an individual who is willing to bring us home under a banner of peace. If we returned openly, made use of the resources made available by this new ally, together with our hivemates, we could find the Queen and perhaps reunite her to the hive so that she too could benefit from this new and better life we have been told of?"

"Absolutely not!" Chelicerae scoffed. "It is not up to us to decide what is best for the queen, she decides that! We will return to Equestria, find her majesty, and lend our assistance to her however she sees fit!"

"That would be suicide mistress, you know this!" Telson pleaded. Chelicerae's eyes widened, not believing her ears. Telson had always offered wise counsel in the past, but never contradiction.

"I have my orders Telson..."

"And I have mine." He stated as he unexpectedly stood, rising to his full height. He winced as her visible shock at his resistance cut him to the heart. "Mistress...the Queen ordered me to protect you, that is my prime directive. I must protect you, even if that means protecting you..." He paused, feeling as if he would rather be burned alive than go through this, "...from foalish decisions that will get you killed."

Chelicerae felt as if she had just taken a punch to the gut, her world was spinning out of control. She would have sooner believed that the sun would not rise at dawn than even entertain the suggestion that Telson would ever resist her. His nobel character was a greater certainty in her mind than the very laws of nature itself. His invincible loyalty, his absolute obedience had been a constant in her life from before she could even recall having memories. To have that seemingly shift was to call into question her very perception of reality. She felt lightheaded for a moment, actually staggering a step to one side. Telson immediately put out a hand to steady her only to have it viciously smacked away.

"Don't you dare touch me!" She snarled, causing Telson to recoil as if burned. The wounded look on his face that Chelicerae received in return caused her to recoil in horror at her own actions. The two changelings starred at the other in silence, neither one making a move. What am I doing?! What have I done?! Telson...not you too... She wanted to scream, to rage and destroy everything around her until there was nothing left as her world continued to crumble around her. Chelicerae desperately seized hold of that present rage in order to keep herself from breaking down in tears. It was a caustic wrath: anger at herself, at the world, at the unfairness of it all. She had failed her mother, her hive, her friend. She had lost everything, and now, even the chance at making it right, even that felt like it was slipping away.

NO! I won't let it! Chelicerae glared at Telson, but chose another target for her anger. "I see what it is. It's that human female, you're infatuated with her, aren't you?" Telson's eyes went wide as he quickly shook his head.

"No, it's not like that! She's, she's only trying to help...she wants to help us, to help you mistress!" Chelicerae had to fight to keep the shock out of her face.

Her too?! After what I did to her?! What sort of madness possesses these two humans anyways?! Don't they realize that you're supposed to hate those who hurt you?! "Well whatever it is, she is obviously distracting you from your duties, Telson." He began to reply but she cut him off, "The Queen may have ordered you to protect me, but she also ordered you to follow my commands. I don't care what reservations you might have about my decisions, do whatever you think you need to keep me safe, but you will obey my orders without question, do I make myself clear?!" She nearly shouted, trying to keep her voice down.

Telson swallowed, a hard look in his pale blue eyes as he obviously struggled with himself. Chelicerae couldn't stand to see him this way, she knew that it was because he cared about her, but he had never let that interfere with his duties before! Orders always came first! She sighed, softening her tone, "Telson, I know this is not an easy task, that our path is a difficult one. But I need you completely on my side to do this." His eyes narrowed,

"I have always been on your side my mistress, and I always will be. But please, Daystar..." He whispered. Chelicerae felt a tremor go through her at the sound of the epithet that Telson had always endearingly called her when she was very young; it was the first time she had heard him use it since since they had come to this world. It instantly reminded her of happier times, when life was simpler, and the world far less complicated. A young nymph with dreams of helping everyling to have a better life and be happy. A brave, young warrior drone who always encouraged her, always at her side to teach her about the wide world, to protect and guide her. A lump formed in her throat as she struggled to find words.

"Telson...I..."

"Flash! What's wrong with you?!" Came a shout from across the room. Chelicerae's eyes snapped to the pair of humans. Michail was stepping back from Ella, a confused look on his face as one of his eyes twitched. The changeling princess felt a surge of panic as she realized that she had left them alone for too long.

"Michail!"


Ella saw Flash's eye twitch as he stepped back from her, appearing confused and disoriented. She didn't understand, their conversation had started off well enough, but things quickly got weird once she started telling him about Telson being willing to help them by trying to help Chelicerae as he had. To her utter shock, he calmly explained that it was no longer necessary, and that he was going to help Chelicerae get back to Equestria and help her however he could. When she pressed him as to why he was cooperating with her, he couldn't give her a straight answer and the more she pressed him on it, the more irritated he seemed to become, his remarks sharp and dismissive.

This was not the Flash she had come to know, something was definitely wrong with him. It was like he had suddenly forgotten all of his previous efforts, and that nothing else mattered to him other than aiding the changeling princess. "Flash! Flash what's wrong? It's me, Ella! Look at me!" He held the side of his head with one hand, his expression muddled. It was then she saw it, a flicker of green light, just barely visible for a moment in the center of his pupils. She had seen his eyes shine with a blue light several times since she met him, but this seemed unusual, even for him.

"Enough!" Chelicerae shouted as she suddenly appeared in Ella's view, standing between her and Flash. The changeling turned her head to look at him as she rested a hand on his shoulder. "Go over there and wait for me, I just want to talk with her okay?" Flash gave her an uncertain look before nodding and stepping aside. Ella tried to reach out and touch his hand as he walked past, but was too slow.

"Flash, wait..." She said weakly, her earlier outburst having taken a lot out of her. Ella glared up at Chelicerae who was staring down at her, a calculating look in her eye. "What...did you do to him?" She demanded. The false woman's eyes narrowed,

"What I had to, little girl. You don't understand the world Michail and I come from."

"I understand that you're wreckin' every offer of help that Flash's given you Chel!" Ella snapped. Chelicerae clenched her jaw,

"This is no longer your concern, little human."

"Flash is my concern!" Ella retorted, feeling her eyes beginning to get wet. The changeling's eyes softened for a moment as Ella looked her dead on, her breath shallow. "Tell me I'm wrong Chel, tell me that's not true. You fed off me, you should know..." Once again, Chelicerae found herself impressed by this human. She impressed her in some ways even more than Michail had. Her determination, her courage, her sheer force of will that never seemed to flag or give up was something to behold and something that until recently she had not believed humans were capable of. And in that admiration, Chelicerae found that she could no longer direct her anger at the poor creature.

I think I finally understand why Telson likes you so much... "Believe me little girl, I know...better than anyone." She whispered before reaching down to gently pull the blanket back up over her from where it had slipped. "But be that as it may, your part in this is at an end." Ella's eyes widened in panic.

"Chel, no! I know you don't want to do this...when, when you fed...I, I saw...I don't know how, but I saw how you really feel..." Chelicerae grew alarmed as the girl's heart fluttered, her aura fluctuating wildly. She immediately bent down, placing a hand over the girl's mouth, though not roughly, causing Ella to squirm as she tried to get away.

"Life isn't always about what we want, Ella." She whispered, saying the girl's name for the first time. The human stopped struggling and starred wide-eyed at her, her face pleading. Chelicerae gave her first genuine smile of the night to her, "It's strange, you're special too...just like Michail. Perhaps you are a fitting match for him after all..." Ella managed to grab onto her arm and in a feeble attempt to push her hand away. The changeling sighed, looking away for a moment before turning back to her, "I'm sorry for what I did to you earlier Ella, and for all that you've suffered. I'll see to it that you get the help you need, but your time here is at an end. And try not to worry about Michail, I don't plan on keeping him forever. Perhaps someday, you may even get to see him again...but not today my dear, I'm sorry."

Ella mumbled something against her hand, but Chelicerae only shushed her, gently brushing the girl's hair a few times before leaning in to place a kiss on her forehead. "None of that now, child." The changeling allowed her eyes to shift as she looked deeply into Ella's, "Look at me." As soon as she did, a flash of green light went through her eyes. It was a low level charm, nothing like the entrapment spell she had used earlier but one that Chelicerae hoped would calm the girl down and keep her from drawing Michail's attention.

Ella felt her mind slow as a pleasant warmth crept over her. She tried to speak as Chelicerae removed her hand from her mouth, but her tongue felt thick and heavy, unable to form words.

"Telson," Chelicerae said, causing the large man to walk around the couch and into view. Ella watched as she gave her friend a hard look before leaning up to whisper something in his ear. She leaned back as Telson nodded at her.

"Yes mistress, I understand." Chelicerae gave Ella one last look, a ghost of a smile on her face before stepping away. Telson lifted the girl into his arms again, carrying her back from where they had come. Ella managed to glimpse Flash across the room as they left, staring directly at her, but not seeing her.

"Flash..." she managed to weakly mumble. Please, wake up!


Telson looked down at Ella, trying to give her a reassuring look as he carried her out of the main sitting room and back through the lobby. "Do not fret small one, I think it's working. I spoke to her, challenged her to think. She's beginning to doubt herself, and I think I'm beginning to see glimpses of her old self again."

"Old self?" Ella murmured. Telson smiled, his eyes sad.

"The mistress was not always so cold, she used to be like you child. Full of hope and kindness. I'm hoping that she will begin to remember that."

"Where are we going?"

"I'm going to make arrangements to get you to a hospital, small one. The mistress is right, you need one." Ella leaned her head against Telson's chest, the lingering effects of Chelicerae's spell making her feel slow.

"Please don't leave without me, don't let her take Flash away..."

"I will do everything I can to convince her otherwise, but whatever happens, I'll make sure-" Telson stopped in the middle of the lobby, a frown on his face as he saw the numbers above the elevator changing, for some reason it was coming up. That's odd. He turned to his right, laying Ella down on small black sofa arranged on the side of the wide hall. Ella looked up at him confused,

"What is it?" She asked. Telson frowned,

"Wait there, let me see." He said as he turned and stepped towards the elevator. No sooner had he stepped before the doors when they opened, and when they did, Telson suddenly felt a solid impact in his gut that stopped him in his tracks. Time seemed to slow down as he reached down to touch the spot where he had felt the hit. Pulling his hand away, he looked down to see it dripping with dark, red blood.

Looking up, he saw Damian standing before him in the elevator, festooned with various weapons. An AR was slung over one shoulder, and a bandolier of grenades over the other. A twisted grin was on his face, and a black pistol with a long black suppressor was in his hand; smoke trailed from the barrel.

Telson blinked as Damian pulled the trigger two more times, two dull thumps sounded as two more rounds slammed into his abdomen, causing him to stagger backwards before collapsing on his side, writhing in agony.

"Telson!" Ella squeaked, too weak to scream as the living nightmare stepped gingerly over Telson's body.

"Boy, this place is like candyland!" Damian said with a chuckle. "You wouldn't believe the stuff you can find!"


Chelicerae slowly paced, her head bowed in thought as Michail followed her movements, his head turning as she moved. What was that...Why did I do that? What are these humans doing to us?! It was after Telson had left the room, that she had realized that she had enjoyed that. She had enjoyed showing another some genuine sympathy and kindness, something that she thought she was no longer capable of. It had started first with Michail, but she had brushed that aside, chalking it up to simple nostalgia because of her history with him and his family. But why the girl? Why did she suddenly feel compelled at that moment to comfort the poor thing?

Her mother had always frowned upon kindness, making her feel ashamed of it, teaching her that it was a weakness, a liability for a predator such as herself. When Chelicerae had first come to this world, she knew that it was a part of herself that she would have to lock away, something that could only get in the way of her mission. A mission that required her to be cold and ruthless in order to infiltrate the humans of this world. She had hated it at first, but the building disgust with which humans filled her had made it easier for her as time went on until eventually, she saw them as no more than ants beneath her hooves. Easy to crush, easy to brush aside as means to an end. It wasn’t long before she began to enjoy doing so as it filled her with such a sense of power, pride, and accomplishment. That she could be just like her mother, that she could do whatever was required for the good of the hive.

Whenever the flickering flame of her conscience would chastise her, she made sure to drown it in blood. After all, this is what it meant to have orders, this is what it meant to be a changeling. The Queen's will was all. And yet, how wonderful it had felt to help another, even in a small way. It was the most liberating sensation that she could remember feeling. In that moment, she felt free. In that charity, she was back at the hive again, she was herself; and the part of her that she thought she had sealed away forever was now pounding at the door, begging to be released. Daystar...oh Telson, why oh why did you have to call me that again? Why throw that obstacle in my path, why tempt me? You know I can never be that again...

Chelicerae looked at Michail and was tempted, oh so tempted to set him free. It wouldn't be difficult, his little interaction with Ella, much to her surprise, had begun to weaken her spell. She could break it, tell him what she had done, and beg his forgiveness. He had forgiven her once already, hadn't he? Surely he would do it again. Then they could go home, this nightmare would be over, they could see other changelings, share their new life, they could find the Queen...

"NO!!!" Chelicerae screamed, shaking her head as she grabbed it in both hands, clenching her fists so hard that she pulled out some of her hair. Her heart pounded, feeling as if she was being torn in half as she wrestled her conscience back into submission. It doesn't matter what I want...IT DOESN'T MATTER!!! She glared furiously up at Michail who was staring at her in concern.

"Princess, are you alright?" He asked. She gnashed her teeth, grimacing as she managed to slam the door on her nagging conscience, locking it away once more.

No...I will finish what I started, I must! I've gone too far, worked too hard, and sacrificed too much to stop now! I will complete my mission, I will obey my queen, and I'll kill anyone foalish enough to get in my way! "Michail, get over here, now!" The human immediately obeyed, stepping before her as she transformed to her true form in a burst of emerald fire. Her horn lit up with energy as she touched it to his forehead. "Hold still child..." The young man winced, stumbling back a few steps as she finished, blinking and shaking his head as her spell was successfully reinforced.

Chelicerae shifted back to her human form as she finished, taking a moment to collect herself as she waited for Michail to get his bearings. As she opened her mouth to say something to him, she began to feel an uncomfortable heat building around her neck. Shouting in alarm, she grabbed onto the gate-key around her neck as it felt like it was on the verge of burning her. Before she could pull it off, a sphere of multicolored lights suddenly appeared before her, pulsing with a sudden contraction before disappearing with loud bang.

Chelicerae found herself flung back by the resulting concussion of energy. Flash responded instantaneously, moving at high-speed to catch her before she could smash through the table halfway across the room. Shaking off the initial shock, Chelicerae got back to her feet, blinking in utter bewilderment as there, fifty feet in front of her, were three ponies.


Sunset shook her head, trying to shake off the disorienting effects of the dimensional shift, which felt to her exactly like a bad teleport. Rainbow Dash looked like she fared no better, blinking as a pony that had just come out of the dark only to have a bright light shone in her face. Ugh, that's the worst interdimensional shift I've ever had...wait, Bright Skies! She immediately looked down and saw the pegasus lying on the floor.

The poor mare had drops of blood all over her pink coat from countless small micro-tears in her skin. More blood was dripping out of her nostrils and even from the corners of her eyes like crimson tears. Sunset's panic though, quickly turned into relief as Bright Skies groaned, shifting slightly as she attempted to raise her head. "Oh thank Celestia, you're not dead!" She exclaimed as she dropped down close to her. "Bright Skies! Are you okay? Can you hear me?"

Bright Skies mumbled something in response that Sunset could not quite make out. Rainbow Dash meanwhile finally cleared her vision, looking first at Bright Skies before her eyes caught Flash standing on the other side of the enormous room she found herself in.

"Flash!" She shouted, her heart soaring with relief as she saw him. She began to gallop towards him before stopping as she saw the strange creature standing next to him. The creature looked like Flash except, more curves, with a distinctly feminine appearance; she also appeared extremely angry. I guess that's a female hooman? She thought before turning her attention back to her friend. "Flash, what the buck?! You had us worried sick!" She paused, her jaw dropping as she noted the scar over his eye. "Sweet Celestia! What happened to your face?!"

Sunset Shimmer looked up briefly from tending to Bright Skies to see what Rainbow Dash was shouting about. Her heart skipped a beat as she saw his scarred visage, but that wasn't the only thing she noticed. Flash was staring ahead at them with dead eyes, as if he didn't even see them. Bright Skies mumbled something again as she tried and failed to pick herself up.

"Bright Skies! Stay still," Sunset said as she quickly analyzed her condition with a spell. The mare was battered badly, with countless bruises and micro-tears throughout the skin and muscle-fibers of her body. It looked bad, probably felt worse, but she would live. Sunset had no doubt though, that if it weren't for the protective wards the princesses had placed upon her, she would have been ripped apart. "Bright Skies, hold on, let me-"

"No..." She finally managed to groan. "Rainbow Dash...get away...get away from him!" She said, her weak voice gradually increasing in volume. "That's not Flash..."

Rainbow Dash cocked her head back, looking at Bright Skies with a confused expression, "What?" She shouted back, not noticing the glowing green light that began to envelop Flash's eyes.

"That's not Flash!" Bright Skies shouted as she forced herself to her hooves, blood dripping down her legs and body to the floor.

Sunset felt her blood run cold as her eyes darted from Flash to the mysterious woman who was glaring at them, a hateful look blazing within her enraged eyes. What shocked her the most, was that the woman didn't seem very surprised to see them; and if looks could kill, they would already be dead. Lightning flashed and the following report of thunder shook the building; though her voice was drowned out by the noise, Sunset managed to read the woman's lips as they moved to form two words: Kill them.

Bright Skies snarled as her wings sprung open. Her eyes shone with momentary light as a surge of energy seemed to course through her with such force that it could be felt throughout the room. "HEEEEEEY!!!" She screamed, causing everyone to pause and turn towards her, astonished by the force of her voice as she glared death at the mystery woman. "GET AWAY FROM HIM, YOU BITCH!!!"

Sunset didn't have time to react as Bright Skies launched herself like an arrow, the woman's eyes going from enraged to blinking in shock as the pegasus rocketed towards her, tackling her across the room and into the wooden table behind her, smashing it into splinters.

"Whoa!" Rainbow Dash shouted as she ducked to avoid getting hit by flying pieces of debris. The young mare looked back up and time seemed to slow down as she saw Flash in front of her, moving at incredible speed. Rainbow Dash barely registered it in time to move her head out of the way of his fist, which shot by with such blistering force that she could feel the small snap of the sonic boom it created as it just missed her skull. Her friend's forward momentum carried him forward as he crash-tackled into her, knocking the wind out of her as they both flew across the room, smashing into furniture on the opposite side.

Sunset just managed to duck as the pair went barreling over her. She looked up just in time to see a flash of green light come from the other side of the room as a pulse of raw energy surged over her. When she opened her eyes, her heart nearly stopped. There across the room from her stood a changeling, tall and dark, it's long horn crackling with malicious energy as she held Bright Skies pinned beneath her, a hoof on the pegasus' neck. Sunset charged her horn with magic as she galloped forward, "Bright Skies!"


Ella was crying, tears streaming down her face, trying but unable to push herself up as Damian casually strolled up to her, his dark eyes filled with a sadistic satisfaction. "Telson..." She whimpered, no longer able to see him past the man now blocking her vision. How could this happen?! Why is this happening?! Her heart felt like it was breaking over the injustice of it all.

"Whoa, babydoll. You ain't lookin' so hot. What did they do to you, huh?" He asked as he brushed a hand across her face. She responded by trying to lunge at the gun in his other hand, which only resulted in her falling off the couch and to the floor as Damian was easily able to step out of the way, laughing at her pathetic attempt to attack him. He crouched down closer to her, "Hey baby, where's your boyfriend? Is he up here somewhere? He still owes me an eye..." He said as he grabbed her chin, pulling her face towards him. "And I still owe you for these," Damian said as he traced the side of his scratched-up face with his gun.

"Get off me..." Ella tried to snarl, but it only came out as a squeak. Damian gave her a nasty grin as he traced the side of the hot suppressor against her face, causing her to flinch.

"Oh, not yet sweetheart..."

"...get...away...from her...WRETCH!" Damian spun around ready to fire, only to relax when he saw that Telson was still over where he had left him. The large man had managed to get to one knee, one hand on the floor as the other pressed against his abdomen, blood seeping rapidly from between his fingers. Damian laughed out loud,

"Whoa, dude! Three .45 slugs to the gut and you're still kickin! Damn! You are one tough bastard!" Telson coughed, a large mouthful of blood splattering onto the floor as he nearly went down again. He glared up at Damian, clenching his blood-stained teeth.

"If you so much as touch her, I swear, by all that I hold holy...I will rip off your misbegotten head!" Damian raised an eyebrow,

"Oh really? You mean, like this?" He suddenly spun around and kicked Ella squarely in the stomach. Ella saw stars, her vision going hazy as pain ripped through her body, unable to scream as the air was driven out of her body. "Or like this?!" Damian laughed as he grabbed her by the hair and drug her to her knees. Ella's felt agony tear across her scalp as she reached up to try and grab at his hand.

Telson roared in outrage as he managed to get to his feet. Damian laughed again as he pointed the gun at him and fired, striking him in the left knee. Ella heard Telson utter an unearthly shriek that sent chills up her spine as he went down again. Damian stopped laughing, a look of shocked confusion on his face.

"What the hell was that?!" He shouted. Telson only hissed in response as he clutched at his ruined knee. Damian gave a nervous laugh as the strange moment had passed. "Man, never knew a guy could make a sound like that, did you?" He said as he gave Ella a shake, causing her to cry out in pain. "Say, what other noises can-"

"I'm going to kill you." Damian clamped up as Telson looked up, staring directly at him. The expression on his face appeared collected and calm, seemingly uncaring of the violence inflicted upon him, though a deadly gleam was clearly visible in his cold, blue eyes. The twisted man felt a chill go through him. It wasn't just the threat Telson made, but it was how he had said it. He said it plainly, as if he was simply stating something as simple and factual as 'the sky is blue.' That it was going to happen, a fait accompli. And there was not a single blasted thing Damian could do to stop it. He tried to chuckle, to scoff at the threat, but it only ended up sounding like a nervous laugh.

"Heh, oh yeah? How do you think you're-"

"First, I'm going to break both your arms. Then I'm going to break your neck. After that, I'll tear your leg off at the hip, and beat you to death with it." Again, the deadly calm in his voice, the even tone; he could have just as easily been reading off a shopping list. Damian had felt fear earlier that day. The inexplicable things he had seen Flash do had made him afraid of the younger man. But that was nothing compared to the fear the mistress had instilled in him before in this very building. He was feeling that fear again, and its cause was radiating intensely off of Telson.

Once more he felt as if he was in the presence of a predator, something cold and calculating. It's presence was otherworldly, something ancient and dark; so old that it had been all but forgotten, and only remembered in the dark places that not even nightmares dared to tread. It could not be deterred nor intimidated by threats. It was a creature that did not know fear, it was fear. It did not desire riches, popularity, power, or pleasure. For it was a being possessed by the more base and harsh wants of order and survival, compelled ever onwards by an overpowering, insatiable hunger. A ravenous monster endlessly consumed by an ever present need to feed.

Damian felt his blood run cold as he tried to raise his arm to shoot the man dead, but for some reason, his limbs would not obey his commands. They felt dead and heavy, even his mind felt slow, as if he had been drinking heavily; and for the life of him, he found that he could not tear his gaze away from Telson's eyes which to his terror, seemed to shine with a faint, green light.

"What...what are you?!" Damian managed to gasp between pants. He felt Ella twist slightly in his grip, but he could not look down to see what she was doing.

"I am hunger." Telson replied, "But there is nothing to take from you. Your heart is like a dark hole, an empty pit. You are a cancer on this world, and I am going to burn it out..."

Damian felt the all encompassing horror reaching unbearable proportions, his life was over, death stood before him, and he could not bear to face it...No... No he would not die, not now, he couldn't! He was his own master, he was the one who took his pleasure in having power over others! His opiate was their pain and fear. He came here to kill them, not to be killed by them! He would kill this monster...he would kill that kid! But not before he killed Ella, and made him watch it. Yes... The vision gave him delight, something to focus on that seemed to break whatever spell had been placed on him. An inhuman howl tore from his throat as with a surge of adrenaline, he finally managed to raise his gun. He began applying pressure to the trigger, aiming right for the monster's face, only for a piercing, burning pain to shoot through his arm.

"Hey Damian, ya lose something?" Ella said as she twisted the knife she had driven into the inner joint of his arm. It was the same large folding knife that the fiend had used earlier to torture Flash. He had dropped it when she had attacked him from behind, and she had managed to surreptitiously slip it into her pocket while he had been busy with Telson. Damian screamed, involuntarily dropping his gun as the blade sliced through critical muscle fibers. She fell forward on top of the pistol as he lost his grip on her, grabbing the weapon as it hit the floor and rolling away before sitting up and pointing it directly at him.

Ella knew that she should shoot, but for some reason, she hesitated. Damian pulled the blade out of his arm, "You little bitch..." He hissed. The gun trembled in her grip, she could barely hold it up. He froze when he saw her pointing it at him, looking from the gun to her. A second ticked by, and when no shot came, a smile crept over his twisted face. "What's wrong, can't do it sweetheart?" He spread his functioning arm out to one side, blood dripping from the knife in his grip. "C'mon, I'm right here..." He said as he inched forward. Ella felt her finger tighten on the trigger. "Here I come..." He singsonged. Hate twisted the man's face as he drew the blade back, preparing to lunge forward and plunge it into her chest.

I have to do this, he's going to kill you...shoot him Ella, SHOOT HIM! Ella closed her eyes and screamed, about to pull the trigger when she heard an intense blast of noise accompanied by a rush of heat rapidly passing over her head. She slowly opened her eyes and felt her jaw drop. Damian's arm was on the floor in front of her, still clutching the knife; its severed end smoldering with the acrid smell of burnt flesh. Ella looked up to see Damian starring flabbergasted at the charred stump that was his shoulder before looking up, staring in wide-eyed horror at something behind her. His mouth opened for a scream that never came as a crackling bolt of green energy blasted a hole clear through the center of his chest.

Damian uttered a strangled, gurgling noise as a wheezing gasp of air escaped from the gaping hole in the center of his chest, collapsing to the floor as limply as a marionette whose strings had just been cut. Ella blinked in shock as she continued pointing the gun at his unmoving corpse, the man's face frozen in a twisted visage of confusion and terror. Damian was dead. She dropped the gun to the floor with a clatter as she twisted around to see Telson propping himself up on his front hooves, a wisp of smoke trailing off the tip of his curved horn.

"Insect!" He hissed as he spat some blood off to one side. He looked at Ella as he panted for air, giving her a sad smile. "Are...are you alright?" He managed to gasp before falling to the floor on his side.

"Telson!" Ella grabbed her blanket as she began to drag herself towards him, feeling utterly faint. She had no strength left, she had used the last of it when she had stabbed Damian. She felt her vision blur as a sharp pain in her abdomen nearly caused her to black out. Gritting her teeth, Ella willed herself to stay conscious as she pulled herself along, hand over hand towards her fallen friend until finally, she was alongside him.

Telson's side rose and fell with rapid, shallow breaths, a pathetic chitter escaping his throat as he looked up at Ella, his wing faintly buzzing.

"No, no, no, no..." Ella sobbed as she saw his terrible state. The carapace of his belly was shattered, his left hind leg ruined. He clutched his hoofs to his gut in a futile attempt to stem the flow of blood as his life poured out of him, pooling on the floor beneath him in a dark, viscous red pool. Ella pressed the blanket over his abdomen to try and help, but she knew that it was hopeless. Even though she knew next to nothing of his physiology, it was obvious that these wounds were fatal. She whimpered in pain as she forced herself up onto her knees, taking his head into her lap as she desperately projected her feelings out to him, silently urging him to feed: all of her gratitude to him, her newfound love, her desire for him to live and be happy, hoping beyond hope that it could somehow save him.

Telson couldn't help but smile, unable to believe what he was sensing. The girl barely had the strength to keep her own life going, and yet she was offering it to him. You truly are a treasure. "I'm afraid it's too late for that, small one..." He whispered. Tears flowed freely down her cheeks as she cradled him.

"No! No it's not, ya hear me!" Ella sputtered past her tears. "You, you can't die, you're too strong for that! You can't leave now...I can't do this without you...I, I was just getting to know you...please...please..." The girl's pleas trailed off, her whole body shuddering as she tried to choke back her sobs.

Telson slowly reached up with one hoof, gently touching her cheek, leaving behind a small smudge of his blood as he brushed aside one of her tears, which were more precious to him than diamonds. Tears? No one has ever shed any for me... "Please hear me small one, there isn't much time." He said as he coughed again, blood dripping from his mouth. "Your friend is under my mistress' control, he's not himself. He will do whatever she tells him to, even kill. You must convince her to release him. I know I have no right to ask...I have done too much evil in the name of obedience...but please, please help my mistress, my Daystar...You're the only one who can now. I have failed her...You see, I'm not supposed to die without permission. So please, I beg you...help her. Love is the only thing that can save her now...her and your friend. Please..."

Ella looked down into his pleading blue eyes which shimmered with tears of his own. She grabbed hold of his hoof, her fingers slipping between some the grooves and holes in his limb and held it against her cheek, squeezing her eyes shut as a fresh wave of hot tears flooded from them. A sob escaped her lips as she nodded, unable to speak at first. "...I will...I will help her, I promise..." Ella finally managed to whisper.

She felt him relax slightly as he sighed, "Thank you...you don't know what that means to me, what you have come to mean to me..." Ella felt like her heart was being torn in two as she felt his life slipping away. And from the depths of her broken soul, she cried out.

Why...why God?! Why is this happening?! Why are you taking away the first people to love me in years? WHY?! Please, please save him, save Flash...save us! I know I've been a bad person...but please, you're good, aren't you? Have mercy...I can't do this, I can't...not alone, not like this... Ella suddenly felt an incredible warmth blossoming within her chest and spreading throughout her entire body. She opened her eyes and gasped at what she saw. Streaming from Telson's chest was a brilliant, pink and crimson stream of light, flowing right into her own chest and directly into her heart.

"Don't worry, small one. I will still be with you..." He whispered as he opened the channels of his soul, releasing all the love that he had, willing all of his remaining life to this creature he had come to know and care for. Ella could feel it, could feel just how much he had come to care for her as vitality and strength, the likes of which she had never known, continued to flow into every fiber of her being. The world seemed to fade away as an overwhelming sense of peace surrounded her. There was no more sadness, no more tears. She felt as if she could never know unhappiness again, for in that moment, she knew what it meant to be happy, she knew without a single doubt, that she was loved.

Ella heard his voice speak to her in her heart as his soul softly brushed up against hers. "Thank you Ella, thank you for giving me hope, for giving me love...and for teaching me how to share it with another...please, continue to share that gift, for it is the greatest gift there is...never forget that."

"I won't forget...and thank you Telson, thank you for being my friend. I love you..." Ella felt him smile at that.

"I love you too, small one..." She held him close, and all was still.

Author's Note:

"Greater love than this no man hath, that a man lay down his life for his friends." John 15:13

Wow, nearly 1500 views. I never imagined my poor story would reach that many eyes. I know many of you will probably be sore at me for leaving this chapter in suspense. Believe me, I like long chapters as much as the next reader, but when I calculated that this one would be in excess of 16,000 words, I had to find a place to split it; this seemed the most fitting mark. Here's wishing you all a very Merry Christmas, and a most blessed New Year filled with peace and happiness, God love you.