Spike woke late into the night, roused by the simple fact that his mind did not need any more rest than it had received. His sore body strongly disagreed, however, and he pushed himself slowly to his hind legs, looking around groggily. His sudden escape from reality into the welcoming depths of unconsciousness had left him disoriented and confused. But unfortunately his state of oblivion was to be short lived. His tired eyes widened slowly as memories flowed back into his waking mind.

Looking about, he could make out the dim outlines of his earlier destruction, painted pale in the light of the moon. The shadows were long and strange, emphasizing the cracks in a boulder his tail had shattered. The tree he had plowed into was splintered and half uprooted, tilting dangerously. He realized suddenly how far his desperate flight had taken him. The single mountain to Ponyville's west loomed like a great pillar a short ways away, as if reaching for the moon just inches above its peak. Bits of grass still smoldered, the embers glowing green from the remains of Spike's magical flames.

Spike didn't have room in his heart to regret that rampage. He looked up as the feeling of sorrow returned. It no longer burned his every muscle, but rather felt like a dull ache in his chest. He sighed, knowing that unless he let out his sadness in that shallow exhalation, the tears would return. The moon stared back at him, its pale light oddly fitting, or so Spike thought. Stars flickered all around it, as if trying to signal him. But he could not understand them; he could hardly understand anything now, it seemed. It was all a jumbled mess of things he barely remembered. Probably because his heart did not want to remember them at all.

It was not optional. The anger, the sadness, the silent admission that Rarity had feared him. All these things echoed in his mind as he gazed at the brilliant, pale sphere hovering overhead. Quietly, it shared in his grief, offering soothing light in return for the silent darkness in his heart. Spike was grateful for the trade, letting the scene consume his mind and distract him for a time.

In this way, the events of that morning came back to him only one at a time. They were still dreadfully painful, but now Spike could see them more clearly, instead of as a train wreck. Tears welled as he recalled the most devastating event of his young life, and he didn't have the will or the strength to stop their flow.

"She is afraid of me..." He whispered to himself, his lip curling on one side as he sniffled the words out. He held his claws up in front of him, the pale light painting them ghastly and hideous, emphasizing their dread shadows on the ground below. Spike hated everything about them now. With a grunt of anger, he thrust his hands out of sight. But the anger could not penetrate the veil of his anguish, and so his sad eyes returned to the moon again. It was the only sight that could possibly reflect himself, he thought; though huge and majestic, they were both unwanted. In the night, the moon had only the stars for company. Nobody appreciated its true form. To everypony else it was just another light in the sky; and not even a very good one.

But to Spike it felt like a kindred spirit now. The minutes passed as he contemplated it, his brows locked together in concentration. Its many scars and flaws, the face a mass of craters and shattered rock. It was hideous on the outside, like he was. It, too, was a monster. But you could not tell unless you looked hard enough, past its peaceful glow and beautiful facade. It was what Rarity had done with him, he knew. Looking at him as a hideous thing, instead of as a fellow creature. His sorrow now made room for a gentle anger.

"How could she?" he asked the moon quietly. The tears had stopped for a time, but stayed lining the edges of his eyes, poised to strike all over again if they were called upon. "How could she look at me that way? I'm so much more than just my wings and claws..." He sighed, looking again at his hands. He could not picture them any other way now, gruesome and deadly. "This is how she sees me." Spike sighed, letting his hands drop lamely to the ground, his features taking on a defeated look. "How she has always seen me. But like the moon, she had been too blinded by my brilliance of spirit to realize it. Imagine if the moon stopped glowing..." he said, looking again at its pocked face. Picturing it without the glow was easy for him now, depressed as he was.

"You would also be ugly, and nobody would ever look at you if they could help it. Even the stars would flee from you." He grumbled, scowling as if the glowing orb had somehow offended him. He found a strange comfort in the sense that something, even though it was not alive, would be worse off than him if it suffered his fate.

An idea dawned on him then, something he knew he should have done much sooner. "My stars would never run from me, though." He said with confidence, his face lifting, though a smile was still far beyond his means. His strength bolstered, he rose to his full height and spread his wings. He needed to see Twilight. He needed somepony to confide in, somepony to help him through this. She would understand. She always understood. But he couldn't tell her everything, at least not yet. He didn't think he could handle telling another living being that Rarity, his beloved Rarity, was horrified of him. This much he would have to keep concealed.

With one last, sad look at the moon, he took flight. He flew slowly, silently, back towards town in search of his dearest friend. The midnight air felt cool on his scales and flowed like water around his wings. His mind fell into a rhythm with the beat of his wings, and combined with the pleasant feel of the night air, it helped to sooth his thoughts. Twilight would share his grief, his burden. Spike knew that nothing in the world could make him feel happy this day, or mend his broken heart. But anything was better now than being alone.

If he had been looking instead of thinking, and if the moon had been just a bit brighter, he might have noticed the hoofprints in the dirt below.

Rarity was exhausted. Her mane was a wreck, her eyes bloodshot and baggy, and her legs trembled with fatigue. Her only solace was that nopony could see her this way, locked inside the boutique as she was. She would not have been in any mood to deal with visitors anyways, she knew. Rarity had a nasty habit of converting her mistakes into grandiose, often nonexistent, mistakes that others had made against her instead.

She was having an exceptionally difficult time convincing herself of this one. She knew that Spike had done her no wrong. She had caused all this. But oh how that thought wrestled with her smug personality, her habits, and her ways. She gnashed her teeth as she paced about, glaring at everything her gaze passed over, not even aware of how shaky her legs were. When she finally caught the edge of her bedroom rug and landed flat on her back, she decided she was out of fight.

All she could do was lay there, staring blankly at her ceiling, painted in a majestic pattern that for once meant nothing to her. There wasn't a speck of beauty in it, because there wasn't a speck of beauty in anything right now. She was tired, frustrated, angry, and confused. But worst of all, she was wrong.

She lost herself in the purple and gold arches of her ceiling, and let her thoughts roam. She was wrong. She, Rarity, had been wrong about something she should have been an expert on. Love! It came in many forms, and she knew them all. And she knew that while she had told Spike she wanted to keep him as a friend, it had not been completely true. She had tried a few times since then to consider what might have happened if she hadn't had this rational fear of his body. How would she have responded to his advances then?

Rarity winced as her brain kicked out the expected response. You would have agreed and seen where things went. She ground her teeth and closed her eyes, straining her neck as if the thought were looming over her, right in her face, and she needed to escape. She wasn't sure how she felt about him really, but she had never been shy when it came to exploring relationships. Not that she slept around, and in fact couldn't recall the last time she had taken a real lover. But she was of the mind that the position 'stallion of her life' was to be auditioned for, and anypony who impressed her was welcome to participate. She knew what she was looking for, just not who.

Spike would have made an excellent 'who', if the 'what' weren't such an issue. As with her last few tries, she failed to imagine Spike without him being a dragon for long, and the fear returned. It chased every thought of enjoying her life with him away, replacing those pleasant musings with angry, glaring contrasts of despair and pain.

Unwilling to have this battle with her own brain for the umpteenth time, Rarity pushed herself up on her hooves, pulling her white, purple laced robe more comfortably around her frame. Tiredly, she made her way back to her canopy bed. All around her, the bright colors of her fabrics and latest designs mocked her dark thoughts. As if the colors were all ponies, Rarity closed her eyes and turned her nose up at the offending hues. They mocked her anyways, tugging at an emotion she was ill equipped for. She knew deep down what it was; regret.

She plopped down onto the feather bed, finally letting herself give into her exhaustion. She had been out all evening looking for Spike, though she had no idea at first what she would have done when she found him. And when she had, the ideas were no closer to fruition. She had simply stared at him, fearful and confused as he slept. He had looked so harmless, so peaceful; every bit the baby dragon she had known years ago, sleeping in his basket at Twilight's library.

And yet the ruin all around him had validated her fears. When he was angry, he was destructive. It was everywhere; smoldering leaves, the destroyed boulder and tree. She had pawed nervously, pacing a semi circle around him for what seemed like hours. She never got an inch nearer to him, no matter how much she moved. Finally, her confusion combined with her fear enough to drive her away, back to town. She knew that if she had to face him again, she would do it so much better in a place of her choosing. And yet, she almost hoped she would not have to.

She closed her eyes, letting the exhaustion claim her. She drifted into a fitful sleep, kicking pillows about and rolling here and there. Now and then she would mutter, and it was always the same phrase.

"I'm sorry."

Spike landed lightly outside the library. The structure was roomy enough inside to accommodate him, with high ceilings and the wide open reading area on the first floor. But the narrow staircases proved too much of a challenge these days to range up and down the tree his home was carved out of. He found himself more often floating outside a window if he had to aid Twilight on the upper floors, poking his lengthy neck through and helping her as best he could. The welcoming light on the porch had already been blown out for the night, but Spike could see Twilight's light on in the window above. Even though it was late, she was prone to staying up to read.

He leapt up again, beating his wings a few times to gain altitude. He was louder than he needed to be, intentionally brushing a few of the tree's thick branches and rustling the leaves. Twilight's window had been open to let in the warm, western wind, and so she had heard him coming, like he had wanted. He had once startled her this way, approaching silently, only to find himself suddenly in the Everfree forest when she had teleported him away in a panic. After the day he had had so far, he wasn't going to risk that.

"Spike?" She asked, poking her head out the window shortly after. Her horn was glowing gently, projecting a steady purple light wherever she looked. Spike just nodded back to her, hovering in full view of the light. "Mind letting me in?" He asked, pointing a claw down and looking embarrassed for coming back so late.

Twilight smiled. "Of course, but you're back awfully late. Did something happen?" She asked. Unfortunately, her wink and her lilting tone suggested she thought that things had been going so well with Rarity that Spike had been... delayed.

Spike coughed and nearly fell out of the sky, his right wing suddenly out of sync with his left. He regained his composure slightly, and his balance, but he couldn't hide his sad look from Twilight. He didn't want to; didn't need to. He looked her full in the face, revealing every painful twinge of his lips, and his aching eyes.

Twilight's eyes widened when she saw the sorrow painted plain as day on his face. "Oh my Celestia..." She said, shocked. It had gone wrong? How had it gone wrong? "I'll be right down." She said, her tone murderously serious. Clearly she meant to find out exactly what had happened. Spike liked that concern, a caring so deep that she was already angry with whoever had hurt him, even if she did not know all the details. Spike sighed in silent gratitude, gently lowering himself to the ground.

By the time he was down, Twilight had warped to the front door and unlocked it. She ushered Spike inside, lighting the chandelier above with her magic. Without a word spoken, she approached her dear friend; practically a son to her, for she had hatched his egg long ago. She hugged him hard, her hooves barely wrapping halfway around his midsection. "Oh Spike." She said sadly, tears welling in her eyes.

"Twi..." Spike said, fighting the urge to join her and cry his eyes out again. The effort set his upper lip to curling and wavering, and his eyebrows shot low on the outside edge, ready to get out of the way should the tears become explosive. But none came, and he was glad for that. The sooner he could bring this problem into his claws, and regain charge of his emotions, the better it would be.

She didn't respond, only cried louder and hugged him tighter. "Twi... Twi, I'm alright." He said, his voice not even remotely convincing. Still, Twilight knew him well enough to realize that those words would have to be partly true to even be said at all. She lessened her grip and backed up enough to look up at him. Her look said she wanted nothing more than to hug him, but his long neck put his head too far away. He graciously lowered his sleek head, and she nuzzled him gently, sadly.

"Why did she say no?" Twilight asked. So much had already been said without words. Spike needed this familiarity, all the implied emotions. Twilight was wise and clever, and she had easily figured out his sorrow. But she couldn't guess everything. Spike sighed sadly, pulling out of the embrace and looking deep into the eyes of his friend and foster mother. His facial muscles still twitched now and then, as if unsure they were truly displaying the emotions he needed. But he painted a watery smile, none too convincing, but welcome to Twilight all the same.

He couldn't impart to her how Rarity had reacted to him. It was just his body she was afraid of, he knew; but it had been enough to ignore his personality, his spirit. And it was unchangeable. He could not undo what fate had done to him. But Twilight didn't need to know that detail, even if it was the real problem. He just needed to be heard. To be held and consoled.

Even in such a massive body, Spike still felt like a child.

"She said that she only loved me as a friend." Spike said, stumbling over the half-truth. But he was too shaky in general for even his wise friend to know it wasn't a complete account. But it was enough for her to comfort him with; enough for them both.

"Oh Spike..." She said, placing a hoof on his scaly forearm and looking at him sadly. Her tears were fading as she came to terms with the reality, just as he was doing. "All your work... and you're so different now..." She started, unable to put two and two together for once. It had made so much sense; the date, the relationship. Spike had been right for her. But Twilight was no good with words in these kinds of situations, and so she simply stammered along a train of thought.

Spike smiled slightly in amusement at her stammering, a slight ivory crack in his sad purple lips. "I know Twilight... I don't understand it either. And it hurts, so bad I have to wonder if it will ever really heal." He said, his smile fading immediately. "But I can't change what has happened. This was my last chance at her. I'll never be the dragon of her dreams." He stepped back from her a little so they could talk more easily. Just talk, now, his body language said. He was growing uncomfortable with the hugging, the pity.

"Why? There... there will be other chances!" Twilight insisted, looking side to side for somepony to back up her lame rebuttal. She sighed in exasperation, but she tried to keep it quiet to keep from offending her friend. "Spike, you shouldn't have to give up on her just because she's being thick-headed..." She trailed off, realizing her little speech was about to snowball out of hoof.

Spike winced when she insulted Rarity. "No, Twi... This time it's over between us for good. I still love her, and I always will; but I've grown all I think I can. I can't change for her; I don't even know how she would want me to be. If she doesn't want me now, she never will." He said, his wings fluttering off his back a few inches before they snapped back shut with a dull thud of air. The agony of his words was plain in his eyes, even if it wasn't in his voice.

Twilight choked on her reply, unable to think of any way to comfort him. "I'll... I'll talk to her!" She said desperately, stomping a hoof in determination, though her face showed only concern that this might somehow make it worse.

Spike gently waved a claw at her, though his expression did not grow any less forlorn. "Twilight, don't. You don't understand; it wouldn't change anything. This isn't what I wanted... But I'm afraid it's how it has to be. If seven years of asking for her love hasn't turned into something more than this, then more time will only make it harder. I know she just wants to be friends, but after what I've said... The things I've told her, the love I have." He choked on the word love, and turned away from her a moment to regain his composure. "Twi, I don't think I can even be her friend anymore. It will kill me all the days of my life, to have her in arm's reach, to love her and never be loved back." The tears welled again at this thought, and though Spike had never thought about it so thoroughly before now, he knew his own words were horribly true.

Twilight was speechless, her jaw hanging wide. Spike was not even sure she was still breathing, and so he nudged her gently to cure the shock. She gasped, staggering slightly, and locked her eyes back on him. "Spike, you can't... that... but..." She stuttered, leaping closer to him in a hurry, looking up at him desperately. "There has to be a better way than that!" She pleaded. This would tear a rift in all of them, she knew. She and her friends relied on the harmony they all shared, including Spike. But this would unbalance everything, in ways that not even clever Twilight could begin to guess at.

But more importantly, the very idea that Spike would never see the pony of his dreams again was painful to her. He loved her, and how could he even consider such a choice?

Spike sighed and pushed her back a step gently, so that he could lay down. He let his serpentine neck hang relaxed, his head resting on the floor near to her. "I wish there was Twilight... But I'm not smart, or clever, or wise. I don't know what else to do to keep my heart from breaking." He said, puffing smoke in agitation and sadness.

Twilight shook her head, wanting to deny all his negative words. But when she thought about it, she was clearly in the same boat. Not nearly wise, clever, or smart enough to help her hurt friend. But she knew someone who could. "Spike... I'm sorry I can't help you more. But I might know somepony who can." Twilight said slowly, wanting him to know that this was just an option, not a guarantee.

Spike was up for anything to help himself at this point. "Who?" he asked eagerly.

"It's late, and you shouldn't bother her right now. But in the morning, I think you should write the Princess." Twilight suggested, her tone just as reluctant as it had been a second ago. Not that she didn't think the Princess could help; she knew practically everything there was to know about ponies, and creatures like Spike. Maybe she could find a way to solve this unhealthy riddle.

Spike pondered it quietly, laying his head back down. Small streams of smoke poured out of his nostrils as the gears in his head spun. "Alright, I think I will." He said, his voice showing some confidence. Clearly he had reached the same conclusion. Though she had never once spoken about anything like this, the Princess was well traveled and well versed in the ways of all her subjects. She might know of a way to calm Spike's trembling heart.

Twilight smiled, glad she could at least suggest something. "Then we'll take it from there. Try to distract yourself, okay?" Twilight asked, for clearly Spike was acting too alert to sleep. But she knew that he would agree, and never follow through on that advice. Without waiting for his answer, she nuzzled him gently again. "Everything will turn out in the end. It always does." She insisted, her tone warm and much needed.

Spike smiled, his first full and sincere smile in what felt like an eternity. "Alright, I'll try." He said, nuzzling her back, taking solace in her closeness and her caring. "As for 'always does'... We'll see." Spike said, his tone hopeful, but his words showing how he truly felt it would turn out.

Twilight had to accept that reaction. She was tired now, the last few minutes having been emotional and trying in the extreme. "Get some rest." She called lamely as she made her way up the stairs to her room. As she left, she blew the candles out with magic, letting the chandelier grow dark. She knew that the shadows would only invite grim thoughts again for her friend, but that he would never rest tonight if the lights remained. Without another word, she left him to his thoughts.

"Goodnight, Twi. And thank you." He replied quietly, his tone warm. For a few short seconds he let his world consist of only that friendship. It warmed him, and he hung onto that feeling as he turned his great head back towards the large downstairs window, and to his other friend, the ugly moon. With the calm light filtering into his mind, and the comfort of a dear friend warming his soul, Spike couldn't help but smile, a bittersweet expression in the gloom.

"Always does." He said quietly, and nothing in all the world had heard him but the moon.

The scene was so backwards today. Twilight, quill poised in a purple, magic haze, hovered over a piece of paper. "Take a letter, Twilight." Spike said, chuckling a little at the irony. He had to admit that he was feeling much better than the night before, though certainly not 'good'. But he was regaining some humor, some normalcy in his emotions. They were no longer at the beck and call of sorrow, but had settled back under his control for a time.

It helped that he remained hopeful that the Princess could shed some light on this mess in his head and heart. Twilight laughed a little at his words too, and put the pen to paper, making a little scratching noise with the quill to let him know she was ready.

"Dear Princess Celestia." Spike dictated, his tone mirroring the tone Twilight always used when she was commanding a letter. She chuckled again at this, and Spike scowled. Muffling her amusement, she continued as the drake cleared his throat. "I'm in need of your help; the help only a dear friend can offer. My love for Rarity is no secret to you, I know. But there's a rift between us now. I asked her to be my mare, and she declined, saying she wanted to remain friends." He paraphrased, trying to keep it all in one note.

"But I cannot share in her friendship when I am so heartbroken and in love with her. I am afraid my time with her, even as friends, is coming to an end. I cannot see any other way out of this terrible mess my heart has made. Please reply soon; I await your help. Yours sincerely, Spike." He finished, thinking it was a fair summary of what had happened. He didn't stumble on any words this time. He didn't need to think about what he was saying; only to say what he felt.

Twilight finished signing his name for him and packed the little letter with the customary royal seal she always used. Handing it to Spike, the drake disposed of it the proper way, pursing his lips and breathing his fire onto the parchment. Though it appeared to be destroyed in the blaze, he knew that it had probably already reached her.

He and Twilight waited a few moments until Spike coughed and smacked a clenched claw against his chest. With a rather unflattering burp, Spike coughed up the return letter, as per usual. They both shared a laugh at this, their eagerness for the letter completely overlapping any other possible emotions. Twilight unfurled the note, reading it out loud.

"My dearest Spike, I wish you had told me sooner. This is clearly a hard matter for you, and there's not much I can offer by way of letter. Instead, I would like to offer you an invitation to stay in Canterlot for a short while. Getting away from Ponyville a while might help you to clear your head, and avoid a hasty decision concerning your dear friend. We can talk more about it then. I am glad you contacted me, my friend. I will be here for you when you are ready. Yours sincerely, Princess Celestia." Twilight finished the letter, rolling it back up and setting it aside on a table that was carved out of the same tree as the house.

The two of them mulled over the letter a few short seconds, until Twilight broke the silence. "I agree with the Princess. It seems like you're in a hurry to make a choice, when what you really need to do is think it through. But you can't do it here, when Rarity is only a few blocks away." She said, smiling, sure that her teacher's advice was sound. "I think you should go."

Considering the opportunity to not only escape, but to make a better decision in the long run, Spike could hardly argue. And a short stay with the Princess wouldn't be so bad; the holidays were a ways off yet, and she would likely have plenty of time to catch up with him. It would be a welcome distraction. And if they did talk about the problem, Spike had no doubt she would have even better advice to offer in person than this.

"Alright... I'll go." He said, his voice all determination. Something nagged at him not to leave, some desperate, foolish voice in his head insisting Rarity would come looking for him. Fall on him, beg him to take her back. But Spike wasn't having any of that, and the blatantly unrealistic scenario only made him more eager to leave. "Write her back if you don't mind and let her know I'm coming." Spike said. He didn't want to waste any time with this.

Twilight obliged, and Spike sent the letter by way of fire. The return was swift and short, the expected welcome reply.

Spike had no things to take with him, and had been Celestia's guest enough times before to know that he would not want for anything in her company. He waited by the door, clearly eager to have a break from his sorrows, and a possible solution to his seemingly permanent heartache.

Twilight couldn't help but share his sentiments, and so she followed him outside into the streets. Ponies glanced their way, but most didn't spare more than a few seconds, even for the large dragon. "Are you ready now, then?" She asked warmly.

"As I'll ever be." Spike said, glad for the chance to do something, anything at all, to straighten this jumble of feelings in his chest.

Twilight nodded and hugged him tight one last time before he took flight. "I don't know how long you'll be gone, but be sure to write while you're there. You can't rush something this important, so take your time." She insisted, breaking the embrace.

Spike nodded, smiling to her thankfully. "Thanks Twilight... I owe you one." he said, flaring his wings wide and pumping them gently to test their readiness. Satisfied, he launched high into the air, circling a few times overhead. He and Twilight shared a wave of farewell and he was off, flying hard to the Northeast, where his chance at righting everything rested.

Twilight watched him go, a warm smile on her lips. The only hard thing left to do now would be to explain to all her friends where Spike was going, without letting them know why. It had been a secret between them. But nopony would be a harder case than Rarity. With that thought in mind, she made her way back inside.

A ways away, Spike's head was full of hopes and jumbled emotions. He was excited, strangely happy in some way, despite the constant drone of his base sorrow. Unable to comprehend any of it, he let out a draconic roar, all energy and no words.

With that finally off his chest, he sped away to the east.