The Midnight Mares - Crazy Canterlot Catastrophe.

by Ausbrony


Chapter Eight - Foals and Griffons and Zombies! Oh my!

Pockets did not like waking up early.

She was Manehattan thief, sleeping early was just not in her genes. She liked going to bed way past midnight doing all sorts of nocturnal fun stuff, and waking up near midday only to go back to napping. That was her lifestyle.

Well… not anymore it wasn’t.

Chomp!

Right. On. The butt.

Pockets’ eyes were shot open, and just like a frightened cat, she found herself clinging to the roof for her dear life after the most adorable of squeaks had left her mouth. She looked at the bed below… and fell down with a thud, “I hate you…” She mumbled, and then groaned, and then sighed, and then tried real hard to go back to sleep.

“Hmm, I’m still feeling hungry,” Midnight smiled and licked her lips. “I have a real hankering for

rump roast~”

“NOPE!” Pockets stood up immediately and shook her head, “No butt-eating! I’d much rather keep my butt in one piece thank you very much, I
need it for sitting down and stuff between other things.”

“Mhm,” Midnight nodded with a knowing smirk. “Well if you don’t want your butt punished, then get up. You have school ya dingdong.”

“Do I have to go?” Pockets pouted, “I have a meeting with a dangerous creature who wants me deaded at night… is that good enough of an excuse to not go?”

“Nope!” Midnight nodded. “Get that lazy flank out of bed, or I’ll get Quickie in here to wake you up. And you know she isn’t as gentle as me.’

That was all the motivation Pockets needed, flashbacks of those nights at Tall Tale sending shivers down her spine, “Fine… but can you carry me there? I don’t wanna use my legs just yet…” She pouted with a yawn.

“You’re so spoiled,” Midnight sighed and rolled her eyes as she picked up the unicorn and put her on her back. “I swear, I feel like your mother instead of your marefriend. And given what we do to each other at night, that’s just plain creepy.”

“Aww, don’t be like that.” Pockets pouted and kissed Midnight’s cheek, “You love spoiling me and you know it.”

“Tch!” Midnight clicked her tongue and rolled her eyes again. “One of these days Pockets… one of these days…” She trotted downstairs and towards the dining hall. She would still have to escort the mare to and from school, now essentially her personal bodyguard until this mess was sorted out. The missing guards were also a matter of concern, and given what had happened to Secure, it left little doubt as to what had happened to them.

That bitch was building an army, and using Celestia’s own guard to do it. She hadn’t gone after any of the Night Guard yet, but who knows. She had until tonight to prepare… and no matter what, she’d keep Pockets safe.

Midnight hadn’t even noticed the feral growl building in her throat.

“Hey, batty, you alright?” Pockets asked her with a bit of concern, poking Midnight’s cheek.

“Oh yes~” Midnight said with a wicked glint in her eyes. “Just thinking of a bitch I’m gonna skin alive and wear her coat as a cloak.”

“Which of all the bitches we’re dealing? There are plenty as far as I can tell.” Pockets smirked and nuzzled her bat-mobile, “Don’t worry. We’ve kicked the butts of wanted mercenaries, stupidly corrupt and untouchable politicians and we’ve even kicked Luna’s butt on Monopony! We’ll be fineeee.”

“Well of course we are,” Midnight replied. “Because you are going to be safe here in the palace while I kick her ass.”

Pockets frowned and hopped off Midnight, “Nope, there is no way I’m letting you deal with my bitchy cousin on your own. I’m the one with the crazy fairy magic! I have to go!”

“No, because that would put you right in harm’s way!” Midnight argued back. “You will be here where I know you’ll be safe while I go and do my job.”

“Our jobs.” Pockets reminded her, “We’re partners, remember? I’m legally obliged to be with you at all times. Listen Midnight, I did not put my magic to the limit to help you get your emotions back only for that bitch to fuck ‘em up like she did with your friend. I’m not letting her magic touch you, I’m going with you.” And surprisingly enough, Pockets’ tone and expression was pretty damn serious, something unusual coming from the crazy-flank mare.

Midnight frowned, but she knew there’d be no arguing with her. Even if she did stay here, she’d likely just sneak out anyway.

“You’re impossible,” Midnight sighed.

“Heck yeah I am! Now let’s go eat so I can go to school alright?” Pockets smiled and turned her head towards the dining area, happily swinging her hips as she prepared for yet another day of class.

“Speaking off, you need a school uniform,” Midnight smirked as she watched that flank. “I need to… educate you soon~”

Pockets stopped, blushed, and gulped, slowly turning around to face Midnight with a nervous grin and sweat running down her spine, “Uhm… should I be scared?”

“You should never be scared around me,” Midnight said as she nuzzled her, “I promise only good things okay? I love you Pickett.”

“Oh I know, just messin’ around. Love you too batty.” The small-sized unicorn giggled, nuzzling her back.


“Alright, you do remember our roles now don’t you dear Ace?” Cereza asked as she and said griffon walked down the busy streets of downtown Canterlot.

“Oh how could I ever forget my love,” he replied. “My dearest wife Rose Quill, we are simply going shopping for children no?”

“Oh you make it sound so wrong Ace.” Cereza rolled her eyes, “Adopting dear, we’re going to go adopt a child because little old me can’t get pregnant. Understood? And what was your name again?”

Ace sighed and rolled his eyes. “I am... ‘ he paused and looked at her. “I forgot.”

“You are an important metallurgy manufacturer, and former soldier… Steel Talon.” Cereza chuckled, “A tad childish don’t you think?”

“A little, but it is cool. The children will like it!” Ace said with a firm nod. “At least, that is what Midnight said.”

Cereza chuckled again and nuzzled his neck. After last night, she had grown to… appreciate him in more ways than one. “A cool name for a cool male I suppose. Now, we’re almost there, are you ready for this dear?”

“This covert mission will be new to me,” Ace nodded. “So in summary, I am to distract the matron and children, while you do your sexy spy business?”

“Exactly. And if you do well… I might consider rewarding you later~ But for now. Let’s get to it dear.” She walked up to the orphanage’s door, her tail swinging from side to side and teasing the male griffon.

“The things I do for that tail,” Ace shook his head as he followed her.


The orphanage itself was brand new and looked the part. Large, polished iron gates and a building of freshly cut stone. The door was made of a dark oak wood and after knocking on it, a mare answered the door.

The light blue pegasus mare smiled at them with the warmest and sweetest of smiles, “Why hello! Welcome to Miss Wide Heart’s Canterlot Orphanage. My name is Spark Cloud, how can I help you?”

“Why yes dear. My dear and beloved husband Steel Talon and I have decided to look for… a filly of our own to take care of. We were hoping you could help us find a poor, innocent youngling seeking for a loving home which we could possibly look after?” Cereza asked with a way different-sounding voice, having a slight prench accent to her words and a higher, more casual pitched tone, “Isn’t that right my dear Talon?”

“Quite,” Ace replied. Oh feathers, when could he put on a Canterlot accent like that? It was plucking flawless. “As sad as it is, we are… unable to conceive. But luckily for us, there are some wanting foals needing a very large home no?”

Spark nodded with an even wider smile and opened the doors for them, “Always. Welcome then! Hope we can find someone of your liking. We have all sorts of fillies and colts here in the orphanage, of different ages and sizes. We take care of them with the utmost love and passion, and teach them how to be the best they can ever be!”

“Is that so? Interesting…” Cereza hummed, before blinking in surprise, “Oh, why this is unexpected. I… seem to have the need of going to the restroom for a bit. This is quite embarrassing…”

Spark chuckled and shook her head, “It’s alright. The bathrooms are on the second floor, you’re free to go.”

“Marvelous, Talon dear, you don’t mind going with Miss Spark here and taking the tour for me until I’m back, now do you?” She asked her ‘husband’ with a soft smile.

“Of course not my love,” Ace smiled and nuzzled her. “I’ll be sure to take my time. No sense in rushing something so important.”

“This is why I love him.” Cereza giggled and pecked his cheek, before slowly taking off towards the stairs.

“You look like quite the nice couple.” Spark grinned and took the lead once more, walking towards the main room. Ace followed her as he looked around.

“It is quite the establishment you have here Miss Spark, very lovely.”

“Well we just opened about two months ago really, less actually. The kind soul that built this orphanage has plenty of experience with them. He has another one back in Manehattan from where we come from. Yet when he came here for the first time… he saw the poor state of the fillies on the street, of those without parents to guide them and lead them. He wanted to help them get a new life.” Spark explained, “He’s quite the brave, kind, and respectable soul.”

Ace was giving her a discerning look. Whomever she was talking about, she genuinely believed what she was saying at least. That was either troublesome, or worrisome.

“Well, I for one am glad someone is so caring about the current state of things,” he nodded. “As a soldier, I have seen many things that would chill you to the bone. I… look forward to something far brighter.”

Spark smirked, “Well Mister Talon, you’ll be surprised. You know, I once heard that to be a soldier you must have a cold-heart unable to feel mercy or compassion. Whether that is true or not well… it won’t matter because…” She bucked the doors open and revealed the main hall, filled to the brim with fillies of all ages, playing and giggling, laughing and drawing. All of them, with wide, heart-warming smiles, “Any heart would be warmed by this.”

Indeed it was. Ace loved children and had always wanted one of his own. It was one of the reasons he could play this role so well. He stepped inside as the foals all turned to see the imposing griffon…

“Children, gather around! We have a visitor.” Spark called out.

The fillies looked at each other, questioning what to do…

And then came the little squeaky shout, “He looks awesome!”

The fillies all cheered in excitement and rushed to meet Ace, giggling and laughing as they playfully bumped each other.

“Hello children,’ Ace smiled brightly as he leaned down to their level. “And how are you all doing?”

The children all began to reply to his question with a variety of answers… at the same time. Spark rolled her eyes with a giggle and stepped forwards, “Alright, alright. I want you all to make a straight line and introduce yourself to our visitor.”

“Me first” Came the squeaky voice from before as a little magenta earth pony mare with thick glasses stepped forwards, the rest of orphans doing a line behind her, “My name is Bluegrass Prancer!”

“Strong Hooves!”

“Velvet Chaser!”

“Fire Comet!”

“Moonshadow!”

One by one, the fillies introduced themselves. Each and every one of them with a brighter smile than the last one. In the mere seconds each introduction lasted, Ace could easily pick up their personalities, their way of being, and their excitement for having such an awesome-looking visitor.

The final filly in the line finished introducing himself and went with the others, smiling at Ace.

“That’s all of you, right?” Spark asked.

“I haven’t seen Moonlight around.” Bluegrass commented.

Spark sighed, “You know how he is. He’s not very sociable really. I doubt he even wants to come here.”

“He’s weird.” One filly commented.

“Very.” Another one said.

“He’s way too weird.” A third one said.

“He sounds interesting,” Ace nodded. “Where is this… Moonlight by chance?”


“Hey, didja see the buckball game last night?”

“Duuude, that Buck guy is a legend!”

Stealth. Quite possibly the most important aspect of a spy’s life. The ability to remain unnoticed, hidden in the shadows, it made the difference between failure and success. And Cereza knew this. Now if these stallions would stop taking their sweet time walking… even Cereza’s patience had its limits.

“So dude, ya goin to the movies with the rest of the guys tonight?”

“Nah bud, boss told me to stay and guard storage. And no matter how hard I tried to talk him out of it… he still wouldn’t listen. Guy has changed a lot since we moved here to Canterlot, must be the altitude or something.”

Storage… maybe these air-head stallions could actually lead her somewhere…

Cereza decided to follow them, using the ceiling’s shadows to keep herself hidden, her latex catsuit and black leathered mask providing her camouflage that she knew, would take her far. She kept on following them until they reached the elevator… why would an three stories orphanage have an elevator? Yes there were some lazy ponies out there but it still looked a little odd.

The elevator doors opened and… Cereza was met with quite the sight. Two other ponies stood there on each side of the door with some sort of military uniform covering their bodies. “Where to?” The one on the left asked.

“Storage for me.” One of the other colts said as he moved in.

“Staff room. Gonna grab my things before returning to Manehattan in the morning.” The other one replied as well, and as soon as the two went in, the elevator closed and down they went, leaving an intrigued Cereza behind. She looked around and found, half-hidden by a nearby painting, a vent. Making sure nopony was coming, she flew up to the grid and used her claws to expertly unscrew it off, the vent was small but… Cereza knew she was flexible enough to go in.

She smirked and grabbed hold of a small tube of glue that was attached to her belt, rubbing the glue around the grid’s borders and then holding it from the central bar with her tail. Taking a deep breath, she squirmed and crawled her way through the vent, her tail putting the grid back on its place with extreme precision. Nobody would even notice the screws were missing. She crawled and crawled her way through the tight vent system, and from the sides of it she was able to see through other grids that lead to the kitchen, to the study room, the main offices, the showers… but there was nothing wrong with this place.

No, that couldn’t be it. She kept on moving through the vents, making sure to keep her claws to herself as to avoid making any noise, her eyes fixed on the path ahead. She was going to uncover the truth even if it was the last thing she ever did…

“What’s this?” She hummed, one of the connecting vents lead down. It was a tad too tight for her to dive down with her wings, and using her claws may end up making far too much sound. Plan C it was. She searched underneath her wing where a row of different pouches were stored, and grabbed hold of a long sturdy rope that she tied to the bars of a nearby grid. Making sure it was stable, she began to slide down the vent, her ears and eyes attentive to her surroundings, making sure nothing could catch her by surprise.

“You know, you shouldn’t be here.”

She looked up and her eyes widened, a shadowy figure smiling down at her, his voice echoed and reverberating

“Here, let me help you get down~”

“Oh you bloody—” The rope was cut, and the griffon began to fall through the vent. No longer caring for stealth, she extended her claws and grabbed onto the metallic walls that surrounded her to slow down her fall.Yet the fall had become the least of her problems for the shadowy pony was following after her with a maniacal laughter. Cereza knew she couldn’t do much about the dark mage like this, she had to reach more solid grounds first.

She then realized she wouldn’t have to wait long, because she was reaching the end of the vent, and a grid awaited for her leading to who knew where. With enough luck the grid would break and she’d go through, getting hurt on the process yes but not more than that. Worst case scenario? She’d land butt-first on said grid before being grabbed by the shadow-colt.

Yeah she wasn’t risking it.

Slash!

The grid was sliced open by the spy’s sharp claws, and as soon as she made it out of that vent she reached for her bags and pulled a small metallic cylinder from it. And without a second to waste, she threw it against the incoming floor, clenching her eyes closed as hard as she could.

Bang!

A bright flash overtook the room, and the dark being shrieked in pain, Cereza herself groaning as her ears ringed painfully. Yes her vision hadn’t been affected that much, yet her balance was completely set off.

“You… bloody pigeon!” The dark-coated unicorn groaned, his magic lunging towards Cereza with a shadow claw, which luckily missed by a long shot. Still, Cereza couldn’t risk it. She spread her wings and looked around, a light emanating from what seemed to be a metal door, bingo!

She rushed towards it and tried to punch it open, yet even though she did manage to get a dent in there, the door still didn’t budge. She kept on trying, slashing, punching, kicking, yet the metallic door did not give in.

“Get over here!” Dusk shot another claw forwards, and Cereza’s eyes widened. Shifting her weight to the right, she let the claw fly by her and grab hold of the door, piercing it without any difficulty and clenching down on it. “Gah! I’ll KILL YOU!” He pulled his claw back… without realizing the consequences of his actions. And with the claw, came the metal door.

This was going to hurt. “Oh fuck me…”

CLANK!

The door slammed against Dusk’s face, turning the whole thing a rather lovely shade of red, the unicorn now laying unconscious on the ground. Cereza smirked, truth be told she hadn’t expected to be that lucky, but then again, she wasn’t complaining.

Carefully, she looked around the corner, narrowing her eyes in search for any possible enemies. Two… changelings? There were changelings in here as well? Well at least she had some evidence to link this place to changeling activity now, but that was still far from enough. She was who-knew-how-many hooves underground and little to no options. Her best move was probably to return to a more stealthy approach.

She searched for a particular bag she held under her left wing, one with four thin metallic flasks that held a different potion each. Grabbing the larger one, she got rid of the lid and drank it all up in one go, cleaning her beak afterwards…

Time to blend in!


“Sir, I honestly doubt you’d be interested in Moonlight Silver. He’s not the most sociable of children you see. He has a small… disability, which has made him quite the rebellious and stubborn colt.” Spark explained uncomfortably as she lead Ace through the halls and towards the yard.

“Disability?” Ace asked, now even more curious.

“It’s hard to explain.” Spark sighed and opened the door to the yard, “Just see by yourself.”

On said yard a young, lonesome colt stood firm on his hooves. His ash gray coat shone with the sunlight, and his spiked blue mane covered the upper part of his head like an angry storm cloud. What caught Ace’s attention though, was the dark purple leathery wings, though the right one seemed to be heavily injured, seemingly cut from the very edge to around the midsection of the wing. There was no healing that, it seemed.

“Ah,” he nodded. “Now I see. Yes, for us with wings that is quite the troubling circumstance. Perhaps I could speak with him?”

“Wait just a few minutes… he’s about to do it again.” Spark said, holding him back.

The small colt took a deep breath… before looking straight ahead and rushing towards the wall at quite the impressive speed for someone his age. He jumped over a bunch of impromptu obstacles he himself had placed beforehoof and dodged the taller ones with amazing precision. After what would be around 8 obstacles, he finally reached the wall and hopped on it. He went for the backflip…

And with a sharp yelp and a loud grunt, he found his own face planted on the ground. Mumbling in annoyance, he stomped on the floor and flipped onto his back, staring at the blue sky above.

“Hmm…” Ace hummed. Now this was more his speed. Time to educate this young one. “That wasn't too bad,” he suddenly said aloud, enough for the colt to hear. “However, you need to put a little more strength into your kick as you leave the wall, that will give you a bit more height to flip from.”

The small thestral didn’t look at him, he just kept looking at the skies. Finally, after a few seconds, he got on his hooves and moved back to the start of the track, “I know what I’m doing, and I know what I did wrong. I don’t need help.” He muttered, reaching the starting line and getting in a running position once more.

“Your first mistake, is not asking for help,” Ace replied gently. “It’s alright to do so, you can only get stronger for it.” he walked up to a large, decorative rock. “But then, you could be right lad. Maybe I don’t know what I’m talking about. I’m an old griffon after all…” He drew back his fist and punched the boulder, the massive stone exploding outwards as he reduced it to pebbles and dust.

The small thestral’s jaw couldn’t have dropped lower. He looked at the chiseled rock and… well he had no idea how to react, his mind had completely shut down. He bit down his lower lip, jealousy filling his little heart. He shouted, an anger-filled shout, and without saying anything else ran away from everything. And before Ace could follow along, he was surrounded by the other orphans who had seen what happened.

“You’re sooo cool!”

“So strong!”

“I want to be like you when I grow up!”

“Tell us a story!”

And so came the adulations and awestruck praises, not letting him move anywhere. And Ace loved it. The happy smiles of foals were one of the greatest treasures he could imagine.

“I suppose i could tell you a tale or two,” he chuckled as he sat down. “Now…” he took off his scarf and showed his wide scar across his neck. “Who wants to hear about the time I fought a dragon?”

“You fought a dragon!?” Came the gasps from the kids, before a variety of ‘yes!’, ‘I do’, and ‘That’s sooo coool!’ were mixed together into one Ace-praising sound mess, the fillies jumping around excitedly.


Miss Wide Heart’s Orphanage. On the surface, a friendly little establishment where loving couples could adopt a lonesome filly or colt for themselves to take care of. But several hooves underground? A growing criminal empire ready to take over Canterlot. Training these seemingly innocent fillies to act as spies for them, getting into the homes of anyone of interest, and leech as much information from said ponies as possible.

Trained from birth to be the ultimate soldiers, these younglings were the Orphanage’s greatest asset, used as mere tools for the benefit of these… sickos.

Cereza hated it.

Still, she couldn’t break character. She was but another staff member, a cherry red pegasus with pink-dyed wingtips. She barely had ten minutes before the polymorph potion’s effect ended, her main objective was to go as deep into this rabbit hole as she could and get enough info to close this place down forever.

Then her eyes widened when she saw… a zebra? She seemed to have walked out of a door that read ‘Storage’.

Cereza kept on walking by, ears perked to try and hear as much of her conversation with the stallion that accompanied her as possible.

“Tell Mister Valiant that I retrieved the amulet. The prior owner sold it to a collectionist in Las Pegasus. It was a bother getting it back, but in the end I succeeded.”

“Yes Miss Azona.” The stallion nodded and trotted off. The Zebra made sure he was gone… before sighing in relief and yawning, stretching her legs and… crack.

“Oooh~ That’s the stuff.” Azona cooed, smiling happily and humming a little tune. There was nobody around, so it meant she could be her actual self! Leaving her Zebrican Warrior persona to the side, she started to hum the latest single of Countess Coloratura like the fanfilly she was. And this made it very, very hard for Cereza to not giggle at as the Zebra struck some rather dramatic poses.

“Azona!” Came a rather familiar shout from a nearby room, “Get your flank in here right now, we have a problem!”

“Dusk?” Azona blinked, before rushing away. Cereza panicked, hard. If the voice was who she thought it was, it meant she had no time left to grab any sort of information and leave the hell out of that place.

She lunged towards the room, breaking through the door. Six changeling guards protected the large room, all of them immediately turning their attention to her. She grinned and darted towards the first one, tackling the drone off his hooves and then delivering a powerful kick to his gut, sending the poor changeling flying off into a wall.

The other five growled, grabbing hold of their weapons and carefully approaching the griffoness.

Cereza extended her wings, showcasing the thin metallic blade that covered their edges and grinning widely, a bloodthirsty gleam in her eyes, “Let’s dance, boys!”


“...And that was when I punched him right between the eyes,” Ace decaled and pointed at the ruined boulder. “Well, something like that. It was the most spectacular fight I’d had… well, until I fought the Hydra… then that herd of Manticore… and a swarm of Changelings…”

“Woah!” The fillies’ eyes couldn’t have been wider. Every single one of them had listened with the utmost attention and admiration, gasping at the suspenseful parts, cheering at the victories and action-filled portions of the tale, and giggling at the comedy bits that Ace spread throughout his story. Once Ace finished telling his story, they all looked at each other and soon… they were facing each other in faked combat.

“Down you dragon fiend! I will defeat you with nothing but my bare fists!” One Pegasus colt said bravely as he flapped his wings.

“Rawr!” A little unicorn filly said and pretended to spew out fire, “I’m a dwagon!”

“Soon, you will be defeated!” The pegasus said bravely before gasping in horror, “Oh no! A Manticore swarm! How will I ever defeat these foes… I know! With my braveness and bare fists of course, hya!” And with giggles and laughs, he began to chase his fellow orphans, all of them having a good time pretending to be either a monster or a brave badass griffon.

Ace chuckled, this was adorable. He looked around to see if he could find that Thestral colt from earlier…

And there he was, two golden eyes flashing from the stairs nearby, quickly hiding himself by climbing the stairway up.

“Mister Talon, you have no idea how grateful I am that you could split some of your time to tell these fillies these fantastical stories.” Spark quickly caught his attention, giving him an honest, warm smile, “It really means a lot to them, you’re quite the role model. Now, do you want to continue the tour?”

“Why is that colt leaving?” Ace asked. “Does he not wish to play with the others?”

“Who? Oh… Moonlight.” She bit her lower lip with an awkward grin that was forced onto her muzzle, “He’s not very sociable you see. He and the other fillies fight all the time over the fact that he can’t really fly, you know how fillies are. Sometimes they say some things that, well… they don’t really know how hurtful those comments can be. We try to convince them not to say anything about it, but you know how fillies can be.”

With a flap of his wings, Ace glided over to Moonlight, blocking his path to the stairs. “Young one,” he said with a calm tone. “Do you not wish to have fun with the others?”

The thestral said nothing, simply looking away with the cutest angry pout.

“Because of your wing?” Ace continued. “Do they tease you that you cannot fly?”

The thestral looked down, and gave a simple, pained nod.

Ace sighed and lowered himself down to his level. “And what of those unicorns there? Or the Earth Ponies? They cannot fly either.”

“But they can do other cool stuff.” Moonlight replied quietly, “I can’t do anything, not yet at least.”

“Which is why you’re running,” Ace said. “But, I’ll ask you this. Are you running towards a goal?” he leaned closer. “Or are you just running away?”

This caught the young thestral by surprise, “I… of course I have a goal! I have to become strong to show those kids they’re wrong!”

“And then what?” Ace asked him. “Say you do that. Say that each and every foal admit that they were wrong. Then what will you do?”

Moonlight opened his mouth to answer, yet quickly shut it. He thought for a couple of seconds,trying to find a reason, an answer to not look like a fool. But he was unable to find one, “I… I don’t k-know… prove it to everyone else?”

“What you seek is strength,” Ace pointed out. “You cannot fly, and to be honest, I do not know if you ever will…” he sat down and pointed at the sky. “That sky is a limit. A distant one, but the limit nonetheless. Do you want to know a secret? The one that made me as strong as I am?”

He looked up to him with both a confused and intrigued expression, “Uhm… sure?”

“When you reach your limit. You keep going. You take that limit and punch it as hard as you can.” He looked down. “Tell me, what is a hero?”

“Someone strong who can do awesome things and has super powers?” The thestral asked innocently.

“Perhaps,” the griffon chuckled. “To me? A hero is someone who fights, even if not a single creature knows their name. They fight, not for glory or fame, but simply because they can, they fight for what is right.” he lifted the colt and showed him the mountain that Canterlot resided on. “Even the greatest mountain once started as a little pebble.”

Moonlight looked out the window in silence, the words of the griffon echoing throughout his head. He thought about it for a few seconds, before smiling softly and nodding, “I… I have a new goal then, Mister.”

“Oh?” Ace asked him. “And what’s that young Moonlight?”

He turned to him with a determined look on his face, eyes glimmering, “I will become a hero, someone who fights for what’s right. Just like you!”

Ace paused and looked at him, before he let out a loud laugh that carried across the courtyard. “That is truly an impressive goal little one.” he stood up and held out his fist. “Then, on the promise of my fist. I’ll await the day that you can challenge me!”

The thestral narrowed his eyes and nodded, “I will! I’ll become the strongest thestral ever, and I will destroy anything with my bare hooves!” He announced and began punching the air. He looked at Ace and smiled, the most valiant yet somehow cute smile the griffon had ever seen, “You just wait and see!”

“And so I shall,” the griffon nodded. “Would you like your first lesson right now?”

“W-wait… first lesson? What do you mean?” He asked in confusion.

Ace turned him around and pointed to the playing foals. “Make some friends,” he said gently. “In order to become stronger, you must first defeat the weakness inside yourself.” he leaned down and ruffled his mane. “No matter how strong you get, knowing a good friend has your back? It’s the greatest feeling in the world.”

Moonlight looked at the fillies that happily played and ran around, and shook his head, stepping back, “N-No, they won’t accept me. They made fun of me because I couldn’t fly and… I overreacted and shouted at them. They think I’m a freak.”

“And do you think you’re a freak?” Ace asked plain and simply.

“I… they told me I am.” Moonlight replied nervously, “I… I don’t know. I’ve seen others like me before, the night guard when they fly around the castle. But… I’ve only seen them there, and I’ve only seen them flying… a flightless bat i-is—”

“Nothing to be ashamed of,” Ace replied. “You’re all ponies. I’m a griffon and I don’t think I’m a freak. I’ve met unicorns that can’t use magic, and earth ponies that can’t walk…” he sighed and rubbed his mane again. “And besides, I don’t see any bats here, only a Thestral that’s gonna challenge me one day… but right now, he’s too scared to make even a single friend.”

Moonlight blinked, before growling at the griffon, “I’m not scared! I am brave and strong!”

Ace leaned down and smirked. “Prove it.”

Moonlight growls reached a halt, replaced by an annoyed huff. He walked down the stairs and reached the group of fillies… before tackling the pegasus colt from before into the ground and hissing at him.

“I am the king of the evil thestral tribes here to destroy you!” He exclaimed.

The fillies turned silent, looking at him in shock, confusion, fear, and slight amusement.

Moonlight kept hissing, yet realized nobody was doing anything, “Uhm… you’re supposed to ‘fight’ me now.”

The Pegasus colt remained silent for a few more seconds before raising his hoof and dubiously giving Moonlight a slight smack.

“Oh noes! I have been struck by the powerful griffon knight! The pain, the paaaaaain!” He said dramatically before falling on his back, tongue sticking out and everything. “Blehg.”

The pegasus looked at the thestral, and then at his hoof… before shouting victoriously, “Nobody, not even the mighty thestrals, can fight the awesomeness that is Steel Talon!”

“Hurray!” The fillies shouted in glee and picked Moonlight up, helping him get on his hooves.

Ace smiled broadly, his chest filled with warmth. This… this was what he’d wanted. And a thought occurred to him. It was a crazy one, but then all his ideas were crazy to one extent or another.

“Miss Spark?” he said as he watched the foals play. “I think I’ve decided.’

“Decided?” The pegasus asked in confusion, her mind focused on the cuteness that the colts and fillies were emanating.

“And which foal I’d like to adopt.” Ace responded.

A wide smile grew up on Spark’s muzzle, “Really!? Oh Mister Talon that’s amazing! So which of these beautiful fillies caught your heart?”

“Moonlight,” he nodded.

Spark’s smile went from a heartfelt, beautiful smile, to an obviously forced one, “M-Moonlight? W-wow, I would have never expected him to get a-adopted really. I mean it’s amazing you’d adopt such a problematic colt li-like him! Are you sure you don’t want somepony else instead?”

Ace… was not amused by her sudden shift in attitude. “Do I look like I am jesting?’ he replied with a sharp tone. “Or is the young one not up for adoption?”

“No! I mean, yes! But… yes he is up for adoption! B-But…” She seemingly panicked for some strange reason, a reason Ace couldn’t quite figure out, “I… I… I’ll g-get the papers ready…” She sighed in defeat. A part of her really wanted to tell him that Moonlight wasn’t up for adoption, but another part… knew he’d have a nice home.

Still, she secretly hoped another certain thestral wouldn’t cut her head off.

“R-Right this way Mister Talon.” She gulped, walking towards the office. Ace’s frown only deepened though. Something was wrong here…

Very wrong.


Cereza quickly hopped off the small hatch and onto the main floor, her feathers covered in dust and a slight hint of blood. She looked around and found nobody… good. Quickly, she moved to the restroom and applied a little trick Quick Step had taught her.

The magical 5-step Total Feather Groom, patent pending.

In five minutes flat, she was as shining as ever. Gods bless that smart sassy pegasus for knowing such wonderful, useful tricks.

With a happy hum to disguise the nervousness inside her and the need to fly away fast as possible, she found her handsome ‘husband’ standing near the open doors of the orphanage, “Steel Talon, my dear! Glad to see you’re here.” She said from afar, making sure nobody else was around. Once she verified it was unlikely they were being watched or heard, she darted forwards and dragged him towards the outside world, “We must leave, now!”

“Ah, just a moment dear Cereza,” he replied with a gentle tone, not seeming to notice her current mood. “I ah, have to wait for just a moment.”

The griffoness blinked in confusion, “Dear I don’t know what you might be waiting for, but if we do not hurry, we might be in trouble.”

As she rambled and tried with all her all to move Ace off his place, she failed to notice the two bright azure eyes looking at her, a small backpack being dragged by the little thestral’s muzzle.

“Uhm… whatsh goin on?” Moonlight asked before dropping the bag on the floor, “Who’s that?”

Cereza froze, and looked behind her to notice the little thestral colt. D-Did Ace… No, no way he did that… right?

“This,” Ace said as he motioned to Cereza. “Is a very dear friend of mine. In fact, think of her as your mother for now okay?”

Both Cereza and Moonlight shared an awkward wave of paw and hoof respectively.

“Ace dear… please tell me you did not do what I think you did…” The griffoness whispered to him.

“And my dearest Cereza, I’d like for you to meet my son. Moonlight.” Ace gave a firm nod. The look in his eyes said he was quite serious about this too.

The griffon on the other hand had a look in her eyes that only said one thing ‘You are insane’ and the fact that it came from the insane spy gave it quite the weight, “You adopted a- oh buck it, fine. Can we go now?”

“Cereza, watch your language,” Ace scolded her as he picked Moonlight up and put him on his back. “Well Moon, have you said goodbye to all your friends?”

“Yup!” He nodded, “I… I feel like I’ll actually miss them a bit, you know? Even if they were kind of rude… they are nice when you get to know the—”

“Good good. We’ll talk on our way to your place Ace!” Cereza quickly interrupted and took off, not wanting to look back at the orphanage.

“What’s up with her?” The little thestral asked him, getting more and more confused about this whole ordeal.

“Ah, I get to offer my first piece of fatherly advice,” Ace chuckled as he started walking after her. “Females are… unique. Taming them in nigh impossible and understanding them is even more difficult.”

“In other words, they’re complicated.” Moonlight sighed with a roll of his eyes, “I think that’s kind of universal knowledge, but thanks for the advice Mister Talon.”

“Ah, feel free to call me Ace,” the griffon chuckled and ruffled his mane with a wingtip. “It’s the name I prefer and all my friends use.”

Moonlight nodded and firmly held himself onto his back before… having an idea, “Uhm… excuse me Mister Ace, can… can I ask you something?”

“Of course you can,” Ace nodded. “Never be afraid to ask me anything young Moonlight.”

“Uhm…” He shifted nervously before gulping down and going for it, “Do you m-mind if we… fly to your home?”

“You wish to fly?” Ace chuckled as he tucked the bag under his arm. “Well, who am I to turn down such a request. Do you have a good grip there? Flying delicately is not a strong suit of mine.”

The young colt hugged his neck tightly and nodded, “I’m ready.”

“Then,” Ace spread his large wings and grinned. “Away we GO!” and on that last word, rocketed into the wide open sky. Once he’d reached the peak of his flight, the rush of wind lessened and Moonlight was able to open his eyes…

And for the first time, saw Canterlot from a pegasi point of view…

And he loved it. His eyes couldn’t have gone any wider, his smile any bigger, and the excitement in his heart… it was just the most amazing thing the little colt had ever experienced, everything he had dreamed off and more. “This… this is… so cool!” He exclaimed happily, extending his wings and pretending he was the one soaring through the air by his own, flying freely in the skies. At that point, he didn’t care if his wing was broken, he didn’t care if it wasn’t him but Ace that was flying. In his little colt mind, he was soaring through the skies faster than a wonderbolt, more majestically than a phoenix, and more happy than anyone in the entirety of Equus. Even a small tear of joy left his eye and disappeared into the clouds. Moonlight Steel, or rather, Moonlight Ace felt the true joy of flying for the very first time.

Ace smiled and reached onto his back, plucking the colt off and holding him up with a single talon, letting the wind rush all around him as he truly felt as though he was flying. He could see Canterlot Castle from here… and it seemed that it was getting closer.

“Uhm, Mister Ace? Not to be a party pooper but… that’s the castle, and I would really hate crashing into it!” Moonlight said as he started to panic, squirming slightly under his hold.

“We won’t crash into it,” Ace chuckled as he held the colt closer. Time… to make an entrance. He spied an open window, one that led directly into the throne room. With a loud cry, he dove quickly, flying inside and landing with a heavy thud on the tiled floor… and Moonlight found himself staring right at Princess Celestia herself.

He… was frozen. The only times he had ever seen Celestia was in parades and posters, but that was about it. He knew she was important though, the Princess, the ruler of this land...and she was standing right in front of him.

The alicorn blinked, before getting up from her throne and walking down the flight of stairs towards them. “Aerial Ace,’ she replied calmly. “Why… did you just fly in through the window?”

“It was there, and it was faster than the doors,” the griffon shrugged as he set the colt down on the floor. Celestia leaned her neck down, staring quite closely at him.

“And who might this be?”

“U-Uhm… I… ah… “ He began trembling, stepping back and turning to glance at Ace as if to beg for some help.

“This is Moonlight Steel,” Ace said as he picked the colt up. “And he happens to be my new adopted son.”

“…” Celestia’s usual calm facade fell, as she stared incredulously at the griffon. “I’m sorry… I think I misheard you. I thought you said he was your son.”

Moonlight gulped down… no! He had to be brave! He had to be strong just like his new caretaker. He stepped forwards and with a determined look that did almost nothing to hide his nervousness, he gave the most clumsy, yet adorable of salutes, “I… I am Moonlight Ace! And I’m going to become a h-hero! J-Just like my newly ado-adoptive father Ace!” He announced.

And before Celestia could say anything…

Crash

And that was the fourth broken window this week, “Ace!” Came Cereza’s screech as she landed between him and Celestia, not noticing the alicorn, “What on Celestia’s bloody sunny flank’s sake were you thinking!? We have to find Pickett and Midnight and tell them they’re in daaaaaand... The Princess is right behind me isn’t she?”

Ace and Moonlight both nodded as a golden glow surrounded the Griffoness as she was turned to face the alicorn, said alicorn that had a slightly twitching right eye.

“So,” she said in a chillingly calm voice. “Care to explain why griffons are breaking my windows today?”

For the first time in forever, Cereza… was scared. Yes she was a deadly assassin, and yes she had faced incredibly dangerous threats before. But… this mare could turn her into mere dust with a flick of her horn, or turn her into a frog, or just straight up send her to the moon. Celestia… was a very scary mare.

“I… I assure you your majesty that I can explain…. It was his fault!” She said and pointed at the other griffon in the room.

“…I have the feeling that she will not be a good role model,” Moonlight deadpanned. Ace snorted and let out a bellowing laugh at that one as Celestia sighed and released Cereza from her magical grip.

“That window is coming out of your paycheck,” she said.

“I don’t have a payche- oh… well I guess Quick Step won’t appreciate that I can’t take her out to eat tonight.” Cereza bit her beak, “Alright your majesty in order to not get obliterated by your godly power… what do you need me to explain again?”

“I’m not going to obliterate you,” Celestia sighed. “But what I’d like to know right now, is why Ace here called this young colt his son.”

“Oh that’s all on him. I’d like to know the same thing. We were on a mission, an undercover mission, and he just risked it.” The sphinx narrowed her eyes.

Ace sighed as he picked Moonlight up and put him on his head. “Yes, perhaps it was a rash decision on my part. But…” he looked up at the colt and smiled. “I’m not getting any younger. For a while now, I’ve felt like something was missing. A family to call my own. I have no wife and… well I felt as though this little colt could deserve a real home. I want to settle down, make a permanent nest.”

“You know… you could have visited other orphanages besides the one we were investigating.” Cereza pointed out, “Why him precisely?”

“Because… I believe he needed me,” Ace replied and pet the colt. “And truth be told, maybe I needed him as well.”

The colt blinked in surprise, a small smile growing up his little muzzle.

Cereza sighed, how could you get mad at that? She turned to Celestia and shrugged, “I guess that answers our questions, don’t you think?”

“I believe so,” Celestia smiled. “But the idea of Ace raising an impressionable colt scares me just a little. The world cannot handle two of them.”

“Should I feel insulted?” Ace asked aloud. “I feel insulted.”

“Nah, don’t worry dear we’re just playing.” Cereza said in a totally-not-sarcastic way, “You are totally a top notch example.”

Ace and Moonlight looked at one another. “Mares,” they said in unison.

Cereza giggled and relaxed her muscles, “I’m far more tense than I should be. This is doing no favors for my complexion. Well, your majesty, we have bad news. Although knowing your luck, the bad news will come to you in 3…2… aaand—”

“Your Highness!” a Solar Guard burst into the room. “We’ve located the missing guards!!”

Celestia’s head snapped up. “Explain.”

“They’re…” the stallion paused. “They’re attacking the populace all over the city. It’s like… they’re zombies or something. And they’re not alone, even civilians have gone violent! We’re having a hard time trying to contain them all.”

Celestia frowned. “Round up every guard you can, leave the minimum here as a standing guard… and for the love of the sun, do not let Midnight Song out there. I have the sinking feeling that something bad will happen if she gets out there!”

The Solar guard saluted and ran out of the door as Celestia turned to Ace. “Can I count on you to assist in this matter?”

“Of course,” Ace nodded and looked at Moonlight. “I’m sorry kiddo. But I’ve got to go to work. Would you like to spend some time with your Auntie Tia while I’m out saving the world?”

“But I can help!” Moonlight exclaimed as he jumped up and down, “Come on! You saw me, I’m quick and powerful, I want to be a hero too.”

“Moonlight,” Ace kneeled down. “These are trained Guards. While I agree that you are skilled for a colt of your age, you must also recognise when you are outclassed. Please remain here okay? I promise I’ll make it up to you.”

The colt sighed and nodded, “Alright. Good luck sir!” He saluted with that clumsy salute.

“Good colt,’ Ace smiled and then winked at him. “Besides, I can fight easy knowing you're protecting the Princess for me eh?”

“Yes sir!” He nodded, “The Princess will be safer than ever!” This caused the alicorn to chuckle.

“You know, I could help as well.” Cereza reminded the Princess.

“I know you could,” Celestia replied. “I want you to head to the School. Make sure the situation there is under control alright? Take Quick Step with you.”

“Works for me.” Cereza sang and extended her wings, “Good luck dearie, from the looks of it… you’ll need it.”

“I think I’ll be fine,” Celestia chuckled as the two griffons left, leaving her alone in the room with the batpony colt. The alicorn stared down at him and smiled. “Would you like some morning tea?”

“Tea?” The thestral tilted his head, “I’ve never had tea…”

“Well, then let Auntie Tia educate you,” the alicorn smiled as she called for a maid.


Midnight paced around her room in the barracks. Apparently something was happening in town, but she had explicit orders not to go anywhere. This irritated her greatly. She’d wanted to go to the school, but apparently Sphinx… or whatever her name was now, she was doing that.

So the batmare paced up and down the barracks irritably, her armoured hooves clicking on the floor as her tail flicked. She more resembled a caged Manticore than a pony right now.

“You should really calm yourself down. Getting all stressed will not help at all.” Secure Lines said as she just looked at the frustrated mare.

“I can’t calm down,” Midnight frowned as she continued pacing… until she bumped into somepony, a thestral clad in the blue and silver Night Guard armour. She had a grey coat, though it seemed to shine a deep blue if the light hit it just so. Her Cutie Mark was a pair of crossed swords in front of a full moon. Her eyes shone a rich gold as she brushed a lock of cobalt-hued mane from her face.

“Well,” she said in a rich Highlander accent. “Fancy meetin’ you here. The whole city’s gone to hell and you two just sit here with yer heads up yer cunts huh?”

“Why look what the night stink brought in.” Secure smirked, “It’s been a while since I saw your butt around, Stella!”

“An’ what nice butt it is huh?” Stella shook her rump at the mare. “Also, fuck off. Now…” She looked at Midnight Song. “So what’s got you wound up tighter than Secure’s tailhole?”

“Annoyed I have standing orders while everypony else is out actually ‘doing’ something,” the thestral sighed. “And that Secure here has to play foalsitter and I don’t even get to play with her.”

“Hah, Secure? Fun?” Stella cackled. “Yeh’d have better luck teachin’ an Earth pony ta fly.”

“Awww, that’s mean Stelly.” She pouted, "I’d be more butthurt buuut... you and Midnight took the last of the ‘Open for Business’ butt stickers.”

The two thestral’s turned and looked at the pegasus, before shrugging and smiling.

“Not bad for a Sol,” Stella chuckled. “Yer still a fuckin’ cunt. But not bad. Still swear like a fuckin’ filly fresh outta diapers though.”

“So… what brings the mighty Captain Stella Sabre here?” Midnight asked her.

“Got ordered to stop you from doin’t anything stupid… so yeh, the impossible as always,” Stella smirked. “Still, knowin’ our fuckin’ luck. Trouble will find us. You ready to pull your hooves outta yer snatches and kick some ass?”

“As always Miss Stella, you’re doing a terrible job.” Secure grinned tauntingly and raised her lance, “This’ll be hella interesting.”

“Oh lookit that, you finally worked that stick outta yer ass,” Stella smirked and unsheathed her wingblades.

“I am something of a trouble magnet lately,” Midnight agreed as she reached for the door handle. “Still, I’m gonna open this door and be very disappointed aren’t I?” With a small click, she pulled the handle down and flung the door open, looking around.

“Aaaaand, nothing,” Midnight sighed as she stared at an empty courtyard. “Figures…”

“What on Equus where you expecting?” Secure asked.

“I dunno!” Midnight threw up her hooves in frustration. ‘Something? Anything! I’ll take a stampede of BUNNIES at this rate!”

“Calm yer tits,” Stella sighed as she followed the mare out. “I’ve had a bad feeling about this shit since it started going down. And I’m almost never wrong…”

“Yeah…I’ve seen way too many zombie movies to know how this’ll probably end.” Secure sighed, “For example, I know that a zombie pegasus will break right through that window and attack us…” Yet while she pointed at the window… nothing happened.

Midnight blinked in confusion, “Uhm… I—”

A crash, and a hiss. That was all they heard before from behind them, a pegasus guard who broke through the other window darted towards them.

“Hah! Fuckin’ called it!” Stella laughed as she drew her swords. “Aww, lookit that. The widdle zombie Sol thinks he can tussle eh?” She flipped backwards as he got close, her hindhooves giving him a vicious uppercut before Secure’s buck sent him hurtling down the length of the barracks, slamming into the far back wall.

“Ah dinnae know why ya joined the Sol’s,” Stella sighed. “Yeh’d make a feckin’ great Night guard.”

“Because you’re in the Night Guard.” Secure smirked and extended her wings, “Alright, so we know the zombie guards are out there, you guys feel like going out there and clean the area up?”

Midnight’s smile widened as she drew her blades from their sheathes. “Oh, I like that plan. I like that plan very much~”

“I get to pound a bunch’a Sol’s without gettin’ in shit over it?” Stella looked… almost murderous. “Fuck! Sign me up! I’m gettin’ moist jus’ thinkin’ about it.”

Secure Lines pointed at the now broken window with her spear and a very excited grin, “Mares, let’s go kick some flanks!”


“Twelve…” Smack, “Thirteen…” Smack, “Fourteen! Gonna win this crap, you just wait and see.” Secure laughed as she flew above some guards, before diving down and taking three more zombie guards with her, “Seven-bucking-teen!”

“Hah, typical fuckin’ Sol,” Stella cackled as she stood atop a small mountain of unconscious bodies. “No match for a real guard.”

They glanced upwards and saw a few pegasi diving at them. There was a high pitched screech and a blur… and the pegasi dropped, Midnight landing on the ground and sheathing her blades.

“And of course the show-off appears.” Secure chucked and got two guards off their hooves with one powerful low swing of her spear, and kicked them away into a wall, “Also, watch that blade Midnight, these air-heads may be trying to attack us, but they're still guards, zombie guards. So try and not kill any, unlike another crazy thestral who is way too happy to be kicking sun-guard-flank!”

“Oh please,” Midnight shrugged as she dropped another pegasus with the flat of her blade. “I know how to fight Cure.”

“An’ why wouldn’t I be happy?” Stella cackled. “This is amazin’ly cathartic!”

“Bloody hell Stella, you have issues!” Secure grunted as she spun in place and got rid of the six guards swarming her.

“Help! Somepony help me! My poor filly!” Came a faint shout from afar that only the two thestrals’ sense of hearing was able to catch.

“Midnight,” Stella nodded as the other thestral took off, she was already in the air so it was easier for her to break away from combat.

‘Going after foals? This bitch has officially triggered me,’ Midnight growled to herself as she looked around for the source of the shout.

She spotted the source, a light green earth pony mare with a dandelion as a cutie mark, trying to shove the two zombie colts who were approaching her away, once more calling for help for herself and her filly who wasn't in sight.

Midnight groaned and dropped from the sky like a rock, a swift movement later, she’d painlessly knocked out the two colts.

“Beating up kids is so uncool,” she sighed and looked at the mare. “You alright Ma’am? What about your filly?”

The mare looked at Midnight with tears on her eyes, before tackle-hugging the thestral and sobbing into her shoulder, “My filly, you have to help her! A stallion, h-he has her in the apartment building, we... we tried to run away when the chaos started but she… he didn’t let her run! He has hostage her on the third floor!”

Oh you have got to be kidding!

“I’ll get her back, I promise,” Midnight replied as she held the mare back. “Get to the castle where it’s safe, tell the Guards that Specialist Midnight sent you.”

“P-Please, please bring her back home safely!” The mare begged and took off, making her way to safety.

Midnight took a good look at the building ahead where the filly was held captive, and prepared to leave… but not before bucking the hell out of a zombie stallion that tried to sneak behind her. “I’m gonna find the bitch responsible for this and spank her so hard she won’t walk for a month…”


The apartment building was… eerily quiet. Midnight walked silently along the floor, her ears swiveling around, trying to pick up any sounds of the distressed filly.

“P-please… please let me g-go…. I want to see my mommy.” Came a very low, almost muffled whimper from the third room ahead, the one right at the end of the hallway. Midnight’s eyes narrowed, before she ducked out of the nearest window. Whoever had her was likely expecting an assault from the front door, or from the windows.

Midnight had other plans…

Inside the room, the only thing that could be seen was the small, tied up a dark pink filly. Tears fell down her eyes as she looked around the seemingly empty room, not knowing what to do, “Pplease mister, please let me go.” She begged.

And the only response… was a loud click.

There was an odd sound, some kind of… scraping noise? It was difficult to tell where it was coming from though.

“W-Who’s there. Please, please don’t h-hurt me. I just want to see my mommy!” The filly whimpered, “P-Please… somepony help me.”

The filly blinked, feeling an odd sense of… weightlessness, as the floor under her was removed and she fell through, Midnight having carved a circle through it with her blades. She wasted no time in slashing the rops away and shoving her out into the hall.

“Run!” She yelled. “To the castle! You need to be a brave filly and run okay?”

But before the filly could respond, another click caught their attention…

Before dozens of bolts began to break through the roof and fall into the room, inches away from Midnight and the filly and getting closer by the second. Midnight grabbed the pony and rocketed down the hall, weaving and dodging the dangerous projectiles as a few more than she liked scraped her armour. The filly was crying with fear, the high pitched noise making precision flying a tad difficult.

Midnight crashed through one door and into a room. “Dead Drop… why did it have to be Dead Drop of all bucking ponies?” she muttered. She looked down at the frightened pegasus filly. She needed to put her somewhere safe, but Dead Drop would shoot her out of the sky.

Then she saw a refrigerator… pegasi had natural cold resistance +20 right?

“Sweetie,” she said gently. “I need you to hide for me okay? I’m gonna smack the bad pony, so can you hide in that fridge and be really quiet for me?”

The filly looked up at her with teary eyes and fear in her heart, yet nodded nonetheless. She flew through the shadows and quickly opened the fridge, hiding inside it just in time to close the door and block the bolts that were fired at her.

The bat slid to one side, her wings moving like blurs as her blades deflected more bolts. “Oh come on Deaddy, we’ve danced to this tune before. You know how it ended last time!”

A cold chuckle confirmed her suspicion, “Sure missy, let’s ah… remember what done happened last time eh? Yer annoying marefriend took me out, got me off yer back. But oh would y’all look at that, that annoyin’ munchkin an’ that crazy griffon ain’t around to save ya. It’s a darn good ol’ fashioned one on one. So why don’t ya come out here and show yerself.”

She was at a disadvantage here. Trying to dodge those bolts in a narrow hallway would be almost impossible. He likely wouldn’t fall for any intimidation tricks again and she had a refrigerated foal to watch out for…

Well, this was bad. Could be worse, but it was pretty bad.

If she didn’t come back, Secure and Stella would come looking. Keep him talking for now. She pushed a couch against the door and chuckled.

“So how was prison?” she called out. “They tell me that the food is terrible.”

“Well it sure ain’t mowm’s cookin’ I’ll tell ya that. the worst part was dealin’ with them annoying bastards they had as mah cellmates. The old buckin’ mayor and his annoyin’ friend. They would never buckin’ shut up.” He sighed before firing off another barrage of bolts at a random spot, breaking all sorts of furniture, “But hey, ah least I learned one thang or two on the killin’ department. Hangin' out with other lovers of the art was one hell of an experience I tell ya.”

“Aww, Droppy made some friends,” Midnight cooed. Dammit, she was bucked, so utterly bucking bucked. A few bolts had punctured through the wall and one hit the fridge but hadn’t left a scratch. Well, the filly was safe at least. “But you really need some new hobbies. Like knitting.”

“Ah don’t worry Missy, ah done learn a hobby or two. Ah discovered that I’m pretty darn good at carpentry. Wanna know what ah learned to build?” Suddenly, the stallion hopped off the upper floor and landed on the middle of the heavily damaged living room, his eyes glancing around with his weapon all charged up, “Coffins.” He began firing, slowly turning around to shoot at every inch of the room, a bloodthirsty grin planted on his muzzle as he kept firing.

“I. Bucking. Hate. You!” Midnight yelled as she dove behind the other couch, before turning and bucking it in his direction. Dead shot it a few times before turning and bucking it to pieces, the two halves flying off in different directions. One was shot out the window and hopefully didn’t land on any innocent civilian, the other one knocked the fridge over, yet didn’t do much more damage.

The filly was quite possibly the bravest filly in Equestria if she wasn’t making any sounds after that.

“And ya think I ain’t mad at you as well? You buckin’ ended me! Ya ended mah life, mah career, mah dreams of murder and fame!” He growled as he reloaded his weapon, getting another patch of bolts on while keeping an eye out for the thestral, “This ain’t anythin’ but revenge, that… and mah new boss told me to get rid yer pesky thestral flank.”

“Oh, what a good little puppy you are,’ Midnight replied with a snide tone. “Typical, always obeying orders like a good little pet. You know, there’s a shop on Bridle Avenue that sells the most delightful collars—”

The following shots almost pierced her body, missing by mere inches when Midnight dodged just in time, “Ah don’ follow orders from nobody ya pesky flyin’ rat! Ah’m buckin’ Dead Drop! The sheer mention of mah name makes the bravest stallions tremble in fear! So shut yer bucking horse bazoo Midnight Song!”

“Aww, you really like me huh?” Midnight teased. Get him mad, throw off his concentration and strike when an opening presented itself. “I’m sorry Droppy, but I already have a special somepony.”

“Ah, don’t worry missy, Imma pay that special somepony a visit as well. Maybe we can get to a happy lil agreement when you both die!” He growled before firing off at the direction from where Middy’s voice came from.

“Aww, missed again,” Midnight teased him as she zipped to another part of the destroyed room. “And I mean, really? This is what? Your third attempt on the same two mares? Ouch, that has got to be embarrassing for you.”

“Ah’ve learned to deal with it.” Dead growled, before having… a little idea, “Y’know, I’ve just realized. I saw a lil’ somethin trying to get into the fridge earlier. Ah thought it was you chickenin’ it up, but now I’ve realized…” He moved to the fridge with a cold chuckle, “Ya wouldn’t put yer safety first, ya’d put the lil filly’s!”

Midnight’s eyes widened, she leapt over the couch to charge at him, before she realised she’d made the most absolute rookie mistake ever…

Dead turned to her in an instant, and fired!

And fired!

He... fired?

But the only thing Dead managed to get out of his weapon were little clicks that seemed to have no end. He looked next to him, and spotted a grunting filly pulling at some cables from it with her mouth. The bolts were now on the floor, and the machine kept trying to fire even though the whole system was jammed up to Tartarus and back.

“Oh buck me right in da craphole.”

“That’s the idea!” Midnight yelled as she flipped in midair and slammed him with her hind hooves, punting the stallion right out of the window of the third floor they were on.

“Buck you Midnight Song!” The stallion shouted as he fell, before he noticed the bat following him? What was she…?

“This is for kidnapping an innocent filly!” she screeched as she punched him in midair, sending him into a spiral. “This is for shooting at me. Again!” She punched him from the opposite side, reversing his spinning. And this… this is because I really, really hate you!!” She flipped forwards and smashed his chest with a downwards kick of her hooves, the stallion impacting the ground hard enough to leave a small impact crater.

Yet unluckily for both Midnight and Dead Drop himself, he was still breathing, his sturdy earth pony body keeping him alive even after that. Unconscious, yet still breathing. With more than a few broken ribs and a leg that was bending at an unnatural angle, but breathing nonetheless.

“Bastard,” Midnight spat and flew back up to the room to find the filly. “Little one? Are you here?”

A pair of bright eyes poked out from behind a fallen desk, “Is the mean pony gone?”

“Yeah, I beat him up good,” Midnight nodded as she sat down, pulling a bolt that was stuck in her armour. “And you, you saved my life. I don’t know if you’re crazy or brave. But I owe you kiddo.”

“I couldn’t just stay there and see how the mean pony tried to hurt you.” She hopped out of her hiding spot and walked towards Midnight with a worried look, a look that intensified when she noticed the somewhat small, bleeding cut that had been made by a passing by bolt on her unarmored left hind leg, “You… you’re hurt!”

“Ah?” Midnight looked at the cut. “It’s just a scratch,” she said. “Besides, we gotta get you back to your Momma. Does that sound good?”

“No, wait! I have an idea!” The filly said before flapping up to the next floor with all her might, grunting cutely as she flapped harder and harder until she made it up, “Come here!” She called.

“Where are we going?” Midnight said as she followed her. “Hey kid, we really should get you back to your Mom. She’s worried sick about you.”

“Just a minute!” The filly responded while she looked through some drawers, until she found what she was looking for. She grabbed an odd-looking leaf with her muzzle and brought it to Midnight. She placed the leaves on the floor and took a good look at the cut, “I saw how that mean pony coated the strange arrows with nightshade. Now I’m about to do something kinda gross, but I need you to trust me, okay?” She asked in a rather serious tone, one that coming from the cute filly’s face made her even more adorable, “And before you ask, nightshade is a poisonous plant.”

Midnight blinked. Between the smart filly being smart, and the words ‘Poisoned arrows’, her brain clocked out.

“Am… I gonna die?” Midnight gulped. This would officially be the suckiest way to die ever.

“Not if you let me patch it up with this plant. My mom got it from Ponyville, straight from the Everfree! There are tons of mysterious plants with amazing properties!” The filly said excitedly, “For example there’s this flower that when you eat it—” She then saw Midnight’s incredibly worried face and the still dripping wound, and with an awkward giggle picked the leaf back up, “Sorry, I almost got carried away. Now… close your eyes, this is something I don’t think you want to see.”

“Um… are you sure?” Midnight blinked. “I mean, I appreciate it and all but we should get a doc…” her eyes suddenly felt very heavy and her body felt warm, her stomach seemingly twisting and burning inside her. “Ooh… that, that doesn’t feel too good…”

“No time!” The filly said before munching on the leaf with vigor and determination, using her own saliva to create a weird, sticky cream-like substance that she spit on the wound.

And it may or may not have burned like nothing Midnight had ever felt before...

“SWEET SUN-BUCKING CELESTIA!” the thestral swore as she bit down on her hoof to muffle any further screams.

“Yay, it’s working!” The filly clapped excitedly before quickly getting her ‘professional attitude’ up and just waiting for her to finish swearing into her hoof. Eh, it usually burned for around ten seconds or so, or… twenty, was it a minute? Nah… oh wait it was a minute.

A long minute that seemed like an eternity for the thestral.

Once the minute passed, the filly patted Midnight’s side and gave her a comforting shush, “It’s alright, it’s all good now, just let it out.”

“What… was… that?” Midnight panted. The twisty-stomach feeling had gone, but she still felt like utter rubbish.

“I only know that it’s kind of like jewelweed, but not really?” The filly said nervously, “I have no idea how to cure nightshade poisoning but I knew jewelweed was good for that kind of thing, so I just took a wild guess and used the weird plant my mom brought. But hey! It worked so, hurray!” The filly said with a cute smile and a tilt of her head.

What she failed to notice, was the faint glow that came from her flank…

Midnight smiled, but decided not to tell her just yet. This was something she should share with her Mom. She stood up, wobbling slightly. “Okay, let’s go to the palace okay? It’s not safe here right now.”

“Alright.” The filly nodded, before humming in thought, “Uhm, excuse me but… what’s your name?”

“I’m Midnight Song,” the thestral replied as they started walking. “What’s yours?”

“Red Clover!” The filly greeted with a wide smile, “Nice meeting you Miss Song, and… thank you for saving me from that mean pony.”

“Well, you’ve saved my life twice now,” she replied with a small smile. “Guess I owe ya kid.”


At the palace, it wasn’t too hard for Midnight to locate Clover’s mother. She walked up to her and deposited the filly in front of her.

“I believe you lost this ma’am?” Midnight said with a soft smile.

The mare turned to Midnight, and tears of relief immediately took over her eyes. And in a matter of a second, just one second to make sure it was her daughter and not a cruel illusion, she grabbed the filly and hugged her tight, keeping her close to promise her without words that she would never let anyone take her away again, “C-Clover… oh my sweet Clover.” She whispered before looking at Midnight with an appreciative smile, “Thank you, thank you so much for bringing my filly back to me.”

“Yeah well… it’s what I do,” the thestral smiled. “She’s very brave and actually saved my life. You should be incredibly proud of her.”

“Oh, I am. I very much am.” The mare laughed softly and kissed Clover’s forehead… and then she realized.

A beautiful red clover flower which’s stalk coiled around a red cross had been printed on the filly’s flank, a picture that hadn’t been there when the day began.

“C-Clover… your… you got your Cutie Mark!” The mare said in shock and excitement, her smile getting even wider.

“My… my Cutie Mark?” The filly blinked in surprise and turned to see… and all her “professionalism” was gone when she let out the cutest “Yay!” and jumped in place, hugging her mother and then hugging the thestral, “I got my Cutie Mark! I got my Cutie Mark!”

“I noticed,” Midnight smiled and rubbed her head. “Thanks for saving me Clover. I’d be in a lot of trouble without you.”

“You’re welcome!” The filly nodded with a giggle.

Even in such moments of chaos, ponies like Clover made it all worth it.

“Excuse me, excuse me get the buck away from my way, royal guard passing by! Midnight Song, I need to find Specialist Midnight Song!” Came a far too familiar voice from the crowd, Quick Step’s voice.

Midnight sighed as she turned around. Why couldn’t she catch a break? “I’m over here Quicky. And keep the language down, there’s a filly here.”

The pegasus mare squeezed herself out of the crowd and landed in front of Midnight with heavy pants, “Finally, we need to go now! Sphinx, I mean Rose Qu- I mean Cereza or however the heck she’s called! She and Pockets they… they were kidnapped.”

Midnight was awfully quiet about that. But Quick Step saw the look on her face.

It was a very… stabby look.

“Where are they?’ she asked calmly.

“South part of the city.” Quick responded with a growl and revealed her custom dented wing-blades, “Ready to kick some tail?”

“Oh, you have no idea,” Midnight replied. She informed some Guards of Dead’s location, and the fact he had poisoned weapons before followed Quick Step.

It was time to end this.