The Night's Stars

by SC_Orion


Respite

Nightmare stood with a smirk as she watched her student from halfway across the meadow; Twilight looked back at her with a strained grimace and a scowl. Despite the night's chill, sweat trickled down Twilight's forehead, glistening in the moonlight and the glow of her aura. Nightmare's mane billowed gracefully, free from the pull of gravity while Twilight's damp mane hugged her neck and brow. Where Nightmare stood at her full height, Twilight slouched with her head held low, and where Nightmare's magic coalesced into a bright blue wrapped around her horn in an unbroken corona, Twilight's magic sparked and flickered chaotically around her horn.

Narrowing her eyes, Nightmare wondered, 'Are you struggling, or are you faking this?' They had been at it for hours, and it seemed like after every encounter, sometimes before those encounters ended, Twilight asked for a break. Needed to rest. And it was adding up. Twilight wasn't used to this level of activity; how could she be faking the exhaustion? 'Yes, you are tired.'

She broke eye contact and let her eyes wander down to Twilight's chest: the filly's breathing came in deep pants that puffed her sides out with each inhale. Looking down Twilight's legs, she could just barely make out the faintest hints of trembling.

Twilight wasn't faking it. 'Considering how long we have been at this I am not surprised, though I am disappointed.'

There was room for improvement.

Breaking eye contact had been a mistake. A flash of light signaled Twilight teleporting, and the burst made her squint from the blinding flash that lit up the night. She bit back a growl and whipped her head to the right as a second flash and crack signaled Twilight's arrival, only to have a lingering dark spot blot out her student's form. 'You have some strength left, good.'

Nightmare aimed her horn, only for a third flash and crack to make her squint and wince. Her tail flicked. She heard the zap! of magic and saw a luminous bolt rocketing towards her from behind her. She spun around and jumped to the right. Twilight's spell raced passed her and burned itself out. She fired off a quick burst of magic in retaliation.

Futile as it was.

Twilight teleported again, almost before her spell left her horn.

'You are far too fond of that spell,' her mind groaned. And yet, that was almost a good thing. Maybe Twilight couldn't put up much of a fight, but she could evade well.

Crack! from her right. Nightmare turned in time to see Twilight firing off another teleportation spell. She squinted and managed to block most of the light, and when she opened her eyes, the dark spot from before was nearly gone.

Crack! from behind. Nightmare spun around and threw herself to the grass and rolled. A brilliant bolt of magenta flew well out of reach from where she had been. A sloppy, poorly aimed miss.

She jumped back to her hooves, leveled her horn on Twilight, and fired off a spell.

Twilight's horn sputtered with sparks of magic shooting off in every direction; the next teleport spell flickered out. Twilight either jumped or fell out of the path of the spell and grunted as she hit the grass. Nightmare tracked her, stepped closer, and fired another spell.

Twilight's horn sputtered and sparked more, but a flimsy magenta barrier enveloped her body- only to flicker out before the spell reached it. Twilight scrambled out of the path of the spell, tripping on herself as she tried to stand back up.

Nightmare waited and watched, giving Twilight a chance to pick herself up off the ground. Her student's legs trembled, and her sides heaved. Dazed eyes watched her back.

Her student pressed her eyes closed as she winced, then the filly let out a groan and begrudgingly opened her eyes. "C-can we stop yet...?" Twilight panted out.

"In a real battle, you would not have such a reprieve," Nightmare cautioned. "But yes. We have been at this for some time and it has taken its toll on you." Her eyes drifted over Twilight's chest and legs, then back to her horn before flicking to her student's ears as they folded back.

"You," Nightmare declared, "can teleport far quicker than anypony else I have seen." Smiling, she added, "Myself included."

Twilight lifted her head and gave her a sheepish, tired smile that faded as quickly as it came, then her head fell back down. "Thanks..." was Twilight's mumbled, breathless reply.

"Though your endurance..." Nightmare muttered, her eyes pressing into a squint, "leaves much to be desired."

Twilight winced, then shifted her weight. Sweat trickled down her forehead and rolled down her neck, leaving damp trails that glistened in the glow of Nightmare's magic. The filly tossed her head to the right, sending her mane flying in clumps to the other side of her neck. Twilight winced again, followed by a scowl as her mane whipped her neck. Defensively, Twilight grumbled, "I'm not exactly an athlete or anything..."

Nightmare nodded once and calmly strode over to where her student stood. "You are correct. You are a scholar. However, you need to work on your endurance. You tire yourself out too quickly from such rapid teleportation, and you burn through your magic far too quickly." Nodding at the sweat rolling down her student's body, she added, "Your body is not accustomed to this."

Twilight scowled at that, then closed her eyes and let her head hang. Letting out a disgruntled, tired sigh, she sat down on her haunches and nearly collapsed onto her stomach.

Nightmare's smile faded. Softly, she voiced, "You are tired."

Twilight barely looked at her. "When you said," her student paused to take a deep breath, which turned into a yawn, "you were going to... teach me... this wasn't what I imagined."

Nightmare smirked and smiled. "Come now, Twilight, theory can only bring one so far. What good is it to know a spell if you cannot put it into practice?" She sat down in front of Twilight and reached out with her right wing, then slowly traced her feathers up and down along Twilight's side. The sweat on Twilight's coat soaked into her feather, leaving it damp, and in turn, the impression her feather left stayed behind.

"I can cast the spells I learn," Twilight grumbled, twitching her head around in agitation.

Tilting her head, Nightmare simply asked, "But for how long until your magic fails you?"

Twilight had no response as she continued to pant.

Nightmare inhaled and slid her wing around Twilight's back. Her student's back was nearly soaked with sweat: still hot but cooling quickly in the night air. She grimaced and wrapped her wing around Twilight's body, then with the barest effort, pulled Twilight against her chest.

The filly practically fell against her and let out a groan as her forehead rested against Nightmare's cold chestplate. She felt her student shiver, then squirm against the cold metal. 'It would be more comforting for you if I was not wearing my armor...'

Nightmare's heart skipped a beat as she felt the tip of Twilight's rounded horn press against her neck. 'Ah... were this anypony else...' A grimace pulled at her lips: Twilight had the upper hoof in this position. If Twilight wanted to hurt her, then her student could. It wouldn't have taken much, either, and she wouldn't have been able to react, nor defend herself. There simply wasn't time.

It left her vulnerable. Something she wasn't used to. Not by a long shot. Nightmare Moon was the Queen of the Night, and for a filly to have made her feel vulnerable!? It was unthinkable! It was insane! It ought not have been!

A part of her wanted to laugh at how absurd it was, and yet another part of her was perplexed by it, left mulling over the feeling.

Nothing happened of course. They were friends. Twilight didn't attack her nor betray her. 'Knowing you,' Nightmare thought as she cautiously lowered her head to look down at the filly, 'you do not even realize.'

Twilight fidgeted, and Nightmare felt the filly's horn glide over her fur until her student's head rested on her shoulder, horn pointed away from her. The anxiety, misplaced as it was, subsided. "Please don't make me have to do that again," Twilight pleaded.

"Not tonight," Nightmare answered as she wrapped her left wing around Twilight's body. A smile grew on her lips, and she licked her lips. "But you will be sparring with me again once you have had time to recover." And it would be exhilarating! Perhaps Twilight would be able to go longer without needing to rest.

Sparring with Twilight was enjoyable and surprisingly challenging. The filly's knack for teleportation made landing any spells difficult. It kept her on her hooves; if she let her guard down Twilight would capitalize on it with a well-placed teleport. Or several.

Of course, Twilight struggled to land any spells too. Her attacks were sloppy and imprecise, and even when a spell landed, it wasn't a challenge to block it with her magic.

"Sparring," Twilight grumbled. "This is fairly one-sided," her student noted dryly, then huffed. Twilight's head shot up off her shoulder, then whipped around to look her in the eye with a scowl. Twilight's horn nearly ran against Nightmare's cheek. "How can you expect me to actually spar with you!? You're an alicorn! I'm a filly!"

Nightmare raised an eyebrow. "You are my student-"

"I'm sixteen," Twilight flatly retorted. "I'm a unicorn. It's not exactly fair."

Nightmare sighed and tilted her head. "If you are ever in a situation where you have to defend yourself, it will likely not be fair. Besides, sparring with me is good for you. It will grow your magic and-" she hesitated, then broke eye contact, "-and help prepare you."

Risking a glance back, Nightmare watched Twilight's scowl fade as curiosity took its place. "Prepare me for what, exactly? To defend myself?"

"Yes," Nightmare replied, "and-" she bobbed her head as she mulled over what to say next, "-more. You have potential and I do not wish to see it wasted. I believe sparring will help you reach this potential."

Twilight rolled her eyes, groaned, and dropped her head back onto Nightmare's shoulder. "Right. I'm still a filly."

"Do not doubt yourself," Nightmare chastised. "You are young, but you have so much more potential than you realize." She paused for a moment, then commanded, "Be confident in yourself."

Twilight groaned. "It's hard to be confident when sparring with you given that I know I'll never win."

Nightmare snorted and threw her head back. "It is not a matter of winning, Twilight. Sparring is something we can do together. Sparring will help you grow your magic. Sparring will prepare you. It gives you a challenge-"

"That I can never overcome," Twilight pointed out.

Nightmare could hear her student's scowl. She shifted her weight and slowly stroked her wings down Twilight's back. As her wing drifted lower, she found Twilight's fur drier and colder; the heat from sparring lost. Reluctantly, she kept her wing lower to let the night air cool and dry her student's body. Slowly, she opened her mouth, then ran her tongue over her lips. Her eyes darted back and forth, jumping between the trees and bushes surrounding the clearing. "Perhaps... for now," she mumbled.

A few seconds passed before Twilight inhaled and lifted her head off of Nightmare's shoulder. Nightmare could feel Twilight looking at her, and it made her body squirm in discomfort. "You... think I could actually, uh, win?" Twilight squeaked out.

Without looking back at Twilight, Nightmare answered, "In time..." A few seconds passed as her head drooped and her eyes fell onto the grass. "Perhaps. I am not perfect; I could make a mistake that you could take advantage of." And of course, such a mistake would prove costly were it an actual battle.

Nightmare risked a glance at her student. No smile nor scowl, but her student's brow was arched in surprise. Anxiety tickled her stomach. She lifted her wings from Twilight and folded them back to her side. "But this-" she gradually stood back up and stepped back, "-is a conversation for another time."

Twilight watched her closely, and though her student said nothing, Nightmare knew Twilight was thinking. Her wings shifted at her sides under her student's scrutiny, and a little whisper of doubt flickered through her mind. Her lips twitched. To hide it, she turned her gaze to the sky. "I will be lowering the moon soon. Would you watch the stars with me for a while?"

"I think that sounds like a nice way to end tonight," Twilight answered.

Nightmare's lips twitched into a smile, and a flicker of something burst in her chest: joy, anticipation, and anxiety. She looked back down at Twilight. They both smiled. The warmth in her student's eyes was so genuine! With no fear nor duress, Twilight looked free!

Like in her dreams.

Her eyes drifted down to the crescent moon necklace upon Twilight's chest. Her smile vanished. 'It looks good on you,' her mind argued, 'and yet it is... not needed.' Twilight was her friend and she could trust her student, so listening in on her was unnecessary, but the necklace still served the purpose of knowing where Twilight was at all times. It was comforting, yet it still leashed her student. 'Perhaps... it hurts your confidence,' her mind wondered.

She really didn't want to take it back. To leave Twilight vulnerable, neither knowing where her student was nor giving Twilight the means to ask for help? Her gut twisted in agitation at the thought! She would be doing the exact same thing Sister had done, leaving the filly defenseless, yet it would be worse because now that Twilight was her student, Twilight would have enemies.

But at the same time, perhaps taking it would help Twilight? She could prove herself to both of them.

She met Twilight's gaze. Or tried to; Twilight's head was bowed as she looked down at the necklace. Neither of them smiled. Eventually, Twilight's eyes jumped up to her own. Nightmare swallowed before speaking, "I... suppose you do not need to wear that now, if... you do not wish to."

Twilight sucked her lip into her mouth, then released it. "I'll, uh, keep that in mind," was her quiet response.

Nightmare gave a slow, drawn-out nod as she looked back towards the sky. 'You fear taking it off?' she wondered. After a moment, she glanced around the clearing. "I suppose this is as good a place as any," she said. Looking to the left, she summoned a simple, light-blue blanket and spread it across the grass, then walked over and laid down on her back.

The ground was far from the most comfortable thing she had laid on, and her armor didn't help any, but it wasn't the worst. She shifted around until she found some remotely comfortable position: her hind legs stretched straight out from her body while her forehooves rested on her chestplate. Looking over at Twilight, she felt exposed in such a position. Twilight stared at her for several seconds before blinking twice, then walking over. Nightmare scooted left, and Twilight laid down at her right.

For a while, neither of them said anything as they laid there. 'Time to lower the moon...' drifted through her mind, and her eyes settled on Twilight. The filly laid in almost the same manner as herself: Twilight's forehooves were folded over her chest, and her legs were straight out. Unlike her, Twilight stared up at the sky, seemingly lost in thought and unaware of being watched. A few seconds passed, and Nightmare's gaze drifted down Twilight's petite body.

As a result of their sparring, Twilight's coat was matted from a mixture of sweat and debris, though her natural color was still dominant. No scars, no scratches. Neither cuts nor blood. She had been careful to make sure not to hurt Twilight while still giving her a challenge. None of her spells did anything more than sting and make her yelp. Twilight's body was relaxed, and as her eyes drifted down to her student's abdomen, it screamed out in her mind how vulnerable her student looked, but at the same time, a part of her felt more comfortable for it: there wasn't anything standing between them. No hostility. No fear. No jealousy. Both of them were vulnerable.

Her eyes drifted back to her own body and centered on her chestplate. The one thing between them: her armor. A grimace pulled at her lips, so she cast her gaze back onto Twilight, and the grimace faded.

Using her magic, she reached out to the moon and coaxed it lower. As darkness settled in over the world, her student's body tensed. Twilight's eyes flicked from the sky to scan her surroundings, and out of concern, her student scooted closer to her, pressing up against her side. She felt Twilight's body trembling against her.

"We will be fine," Nightmare voiced, drawing Twilight's eyes to her own. For a moment, they watched each other, then Twilight blinked, licked her lips, looked to the left, then looked back up at the sky. Gradually, Twilight relaxed, though her student stayed against her side.

Smiling, Nightmare rolled her head back and stared up at her domain. Minutes passed in silence. The chill of the moonless night settled in, but it didn't register over the warmth pressed up against her right side. The wind blew and leaves rustled, but Twilight didn't cry out in fear; the relaxing music drew a yawn from the filly. Gradually, the chirping of crickets pierced the silence, and following it, the calming buzz of distant insects.

'How long has it been since I have heard those sounds?' Nightmare wondered.

"I've never really taken time to stargaze like this before," Twilight whispered.

"It is... quite pleasant," Nightmare replied. For a moment, the world held its breath: the chirping of crickets went silent. Seconds passed as if the world expected something terrible to happen, then the chirping returned. She looked from star to star, tracing out the constellations. Her subjects, yet not her subjects. Her friends, yet not her friends. For some reason, she added, "It is... far more beautiful than when the moon is out."

Twilight turned her head to look at her. "Is it... a bit odd that you say that, given that, well, you're Nightmare Moon?"

For a few seconds, Nightmare thought about it. 'If Sister did not scar the moon, then perhaps I would not mind so much. But without the moon, there is something wonderful about the night sky.' No more answers came to her. "Perhaps," she quietly admitted.

Twilight rolled her head back into place. "It's beautiful," she mumbled.

Nightmare smiled. "Yes... it is," she agreed.

"I guess... maybe it's not actually all that dark out," Twilight mused. "At least not as dark as everypony thinks..."

A scowl replaced Nightmare's smile. "Ponies have always despised the night and darkness," came out bitterly. The crickets and insects went silent again, and Twilight looked at her. Nightmare's lips twitched as she glanced at Twilight. She tilted her head to face her and regarded the frown for a moment before rolling her head back.

"You think that's why they don't like you?" Twilight asked meekly.

Nightmare's eyes dropped to the tops of the trees. Gradually, she inhaled, then let the breath back out. "Perhaps. Perhaps not. I do not know." She faced Twilight. "Can you see the trees?" was her question.

Twilight blinked and her mouth opened for a moment, then rolled her head to the right. For several seconds, Nightmare watched Twilight squint to try to pierce that veil of darkness hiding the world, and with each passing second, Twilight's lips pulled further back. "Not really..." Twilight mumbled, then winced and faced Nightmare. Nervously, she squeaked out, "Sort of? Maybe?"

They watched each other. Nightmare felt Twilight's breath warm her fur. Several seconds passed as she studied her student's expression, then she looked back at her stars.

"Can you?" Twilight eventually asked.

"Yes," was Nightmare's immediate answer.

"The batponies can see well in the dark," Twilight commented.

"Indeed," Nightmare acknowledged. "They share the association with the night that I do, and as they are soldiers, it is useful for them to see in the dark."

Twilight let out another yawn and nuzzled against Nightmare's shoulder. "I don't think ponies dislike batponies as much as you think they do," she mumbled.

Nightmare glanced at Twilight for a moment, then let her mind wander. "Perhaps... I have not heard of any problems between the Royal Guard and the batponies."

A few streaks of light danced across the sky before fading, leaving behind smoky trails that almost seemed to sparkle. Something else she had missed when trapped on the moon.

'A thousand years ago, would I have enjoyed this?' drifted through her mind. 'Having somepony here to watch the stars with... would I have been as joyous?' Luna would have adored it, but that was so much longer ago. To her dissatisfaction, she settled on the conclusion, 'No... I would not have trusted anypony for this.'

If anypony would have watched the stars with her, that was. 'Nopony would have.'

The batponies would have but it wasn't the same.

Minutes passed on in shared silence, and eventually, Twilight's muzzle came to rest against her shoulder. The almost unnoticeable weight broke her thoughts.

Nightmare glanced at Twilight to find the filly's eyes closed while her chest gently rose and fell. And then she felt her student dreaming. Dreaming of her friends and sunny days, dreaming of studying magic and reading, and dreaming of learning from her.

She barely blinked as the minutes passed on while she watched Twilight sleep, hardly feeling as if she was there or that it was actually happening. How could it have been real? That her student had fallen asleep at her side, surely that couldn't be. Twilight couldn't be that comfortable around her in such a short time!

But she knew she wasn't dreaming; it was happening. There her student was, sleeping right beside her just as peacefully as if she had been in her own bed. 'You feel safe enough for this?' whispered through her mind.

The novelty of it gradually wore off, and as the shock faded, her brow settled into a crease. 'Or are you that tired?' a part of her questioned, wanting to dismiss the insane thought that somehow her student trusted her so.

'Yes, you are tired from our sparring,' she was certain. 'Perhaps I pushed you too much... or perhaps teleporting so much took more out of you than I realized.'

A hint of anxiety plagued her mind. She looked away from Twilight and swept her eyes around the surrounding trees. Though there was nothing there to threaten them, she felt uneasy.

Twilight looked and felt vulnerable. She clenched her jaw as her eyes jumped back onto her student's form. 'Perhaps you do trust me?' she wondered. And maybe it wasn't that bad.

'You do,' she settled on. They had sparred. Her student hadn't tried to run away out of fear when Nightmare used her magic, though Twilight certainly avoided her spells. That Twilight hadn't cowered in fear when sparring was a good sign. Perhaps a sign of trust or of confidence; a sign that Twilight was growing more accustomed to her.

'But you are tired, and that is why you sleep.' It was a pleasant night, too. No clouds to block the stars, nor to threaten of rain. Nopony else was around, nor anything that could threaten them.

And it was peaceful.

Nightmare unfolded her left wing and carefully brought a feather down to touch Twilight's neck. She held her breath and watched the path her feather took through Twilight's exposed fur. With her sharp eyesight and the glow of her magic, she could see each hair parting as her feather so gently brushed it aside, then as her feather passed, the hair lifted back into place. A small smile pulled on Twilight's lips.

Nightmare folded her wing back to her side and rolled her head back to watch the stars. 'I do not wish to wake you,' she thought. 'I will return you to your tower in a few more minutes. Even if you are sleeping, it is pleasant to watch the stars with you at my side.' Perhaps even peaceful, almost like her dreams.

Twilight shifted in her sleep, pressing closer to Nightmare and drawing Nightmare's gaze back onto her. The filly's body shivered and squirmed even more. As a frown crossed her lips, Nightmare laid her wing over Twilight's stomach and stroked a feather down Twilight's right side. Her student's fur had a slight chill to it. 'You are cold.' She looked at the sky, inhaled, and used her magic to summon another blanket, then laid it over the both of them.

For a few minutes longer, she stared up at the sky, listening to the sounds of the crickets, the sounds of the distant insects humming, and the sounds of the owls hooting. Sounds she hadn't heard in centuries.

Nothing imposed on her. Nothing demanded of her. Nothing mocked her.

'Yes... it is nice to have a friend.' Nightmare folded her wing back to her side once Twilight stopped shivering.


"Twilight, wake up."

Twilight clenched her eyes shut and let out a soft groan. Through her closed eyelids, she could see hints of dim light. Her left ear twitched from hearing the chime of magic wrapping around somepony's horn. For a moment, the light through her eyelids grew brighter, then dimmed. She recognized the way the magic felt as it washed over her body; she recognized the feeling of being watched.

"Nightmare Moon..." she mumbled.

"Yes," Nightmare's voice acknowledged. A hint of annoyance seeped into it, but the voice still didn't demand anything of her. It wasn't a verbal attack, it didn't condemn her. It wasn't cold and sharp.

It was a patient voice.

Twilight inhaled deeply and nuzzled her pillow. After a few strokes, her head went still. The feeling of being watched, the feeling of Nightmare Moon's magic, and her teacher's presence started fading away.

"Twilight," Nightmare's voice called again.

Twilight inhaled deeply again, then let it out as another soft groan. The scent of lilacs and lavender drifted through the air, making her lips lift into a small smile. She breathed in again, then let the breath back out as a sigh.

The weight of the covers was reassuring and comforting. Not enough to constrict her, but enough weight that she could feel them there, embracing and protecting her. The bed hugged her body.

She felt well-rested but didn't want to leave the warmth and of the bed's embrace. The night was cold and uncaring, and it lacked the same warm reassurance that Princess Celestia's days brought. Her ears drifted back to pin against her mane. 'I miss the sun...'

The night was beautiful, but without both, it wasn't as great as it could be. She remembered the feeling of the warm sun on her back. There were days when she hated the feeling because it was too hot, but now, she missed it. Even if Nightmare Moon was her teacher, even if she was embracing the eternal night as much as she could, she still missed the day.

She missed Princess Celestia, too.

Her eyes drifted open, and as her vision focused, she found herself staring out of her bedroom's window. The Mare on the Moon stared back at her. For several seconds, she watched its ascent in silence. 'Are you watching?' she wondered. 'Can you see this all? Do you know what's happened? Why did it all happen?'

The feeling of peace gradually faded. Her eyes jerked down to the blankets. Out of the corner of her eye, she saw Nightmare Moon standing near the doorway, watching her. She longed for Princess Celestia's warmth and her smile and her voice and her day.

Her eyes drifted up to look upon Nightmare Moon's form, and as they trailed over her teacher's body the thought, 'You need to forgive her...' flickered through her mind.

But it wouldn't happen. Nightmare Moon hated Princess Celestia too much. There was too great a rift between them. She could see that rift, but even knowing it was there, she didn't know everything about it. Nightmare Moon hated her sister. But did Princess Celestia hate Nightmare Moon?

As she thought about it, her brow folded down. 'No... you wouldn't...' Princess Celestia didn't have it in her to hate. She was sure of that. 'Why did you erase Luna from history? Why did you hide Nightmare Moon? Why did you lie to me?'

Twilight closed her eyes, took in a deep breath, then opened her eyes and exhaled. She nudged her head back and turned to face Nightmare Moon.

Nightmare Moon watched her. In her teacher's eyes, she saw contemplation. In an instant, Nightmare blinked and her eyes refocused, but she still said nothing.

"What's going on?" Twilight mumbled, rolling over onto her back. Her body protested the movement. She winced as aches of pain emanated from her legs and chest and back, making her inhale, then let out a groan.

Nightmare's brow twitched down, then her teacher walked towards the bed. "You are... injured?"

Forcing herself to roll over onto her right side, Twilight shook her head. "No, I'm just... sore. I don't..." she trailed off as she force herself to sit upright. The blankets fell off of her as Nightmare came to a stop at the bed. "I don't normally-" she scowled as the memories came back, "spar. I'm not used to it so I'm sore."

"Ah, yes..." Nightmare muttered, gradually nodding her head. Her teacher's blue aura wrapped around her horn, and then Twilight felt a wave of warmth wash over her body.

Twilight smiled and slumped as the aches and pains faded away. When the warmth and light faded, she let out a soft, content sigh. "Mm... thank you."

Nightmare nodded succinctly. "You will..." Nightmare hesitated and squinted at Twilight, "get used to it."

Twilight winced and shifted her weight on the mattress. "Right... still... wanting me to keep sparing with you," she muttered.

"Of course," Nightmare answered. A hint of a smile, not quite predatory, but definitely amused, crossed her teacher's lips. After a moment, it faded. Nightmare shifted her weight and looked away from her. "I do not want you to hate sparring with me."

Twilight grimaced and rolled her head to the right. She let her eyes roll over the wall. "I don't hate it," she grumbled, then rolled her head back to meet Nightmare's gaze. "I just dislike it." She paused, then emphasized, "A lot." Nightmare frowned. "It's not something I'm used to doing," she elaborated with a shake of her head. "It's painful."

"Perhaps I will try not to push you so hard next time," Nightmare offered. "Though I do want to challenge you-"

Twilight's scowl returned, and her ears folded back. "It's already a challenge since I can't win because it's not a fair fight," she grumbled.

Nightmare waited a moment, then inclined her head. "I do not wish to discourage you but to teach and train you. Sparring is an effective way to do that, and-" Nightmare paused to lick her lips, "-it is something we can do together."

"As teacher and student," Twilight muttered.

A bit of a smile played at Nightmare's lips. "It is also something we can do as friends."

Twilight squinted at her.

"I am not going to purposefully hurt you," Nightmare countered. "And I did, and will, hold myself back so I do not hurt you."

"Running around to avoid your spells is still a pain. Tripping and falling is still a pain. Magical exertion is still a pain," Twilight listed flatly.

Nightmare bobbed her head to the right. "You will improve and get better. As I said, I do not expect you to best me yet, but I expect you to put your best effort forth. It is not about beating me but improving your skills."

"And sparring is the best way to do that?" Twilight asked.

"I would argue it is," Nightmare replied. "Besides, should you injure yourself then I will heal you."

Twilight groaned and threw herself back onto her bed. Her body bounced a couple of times. She let out a sigh as she laid there, and very quickly felt an ache growing in her lower back from the position. She rolled over onto her side. "I guess arguing about this is pointless," she muttered.

Nightmare frowned, then reached out with her right wing. "Do not be discouraged," was her teacher's response. "You will improve."

The feather touched Twilight's cheek, and Twilight closed her eyes as she felt it slowly brush across her face, just under her ear, then through the length of her mane and onto her back. She shivered, then opened her eyes as the feather lifted from her body. Nightmare's wing lingered out. Her teacher turned to look at her wing, and then after a few seconds, turned back to look at her and folded her wing. Twilight met Nightmare's gaze and rolled her head to the right. "It's hard to think I will since I'm sparring with you."

"Be more confident in yourself," Nightmare replied. "Your magic is very capable. Perhaps you are physically lacking, but your magic is strong and potent. You defeated Discord-"

"I couldn't have done it without my friends."

Nightmare winced. "Yes... but the point still stands." Her teacher shook her head, then stepped back. "I intend to teleport you back to Ponyville so that you may spend time with your friends, as promised." Twilight perked up. "I believe that... you have agreed to spend time with them at the spa. Relax and enjoy it. I will forewarn you, however, that the batponies have arrived to begin reconstruction of my castle. Spend time with your friends-" Nightmare inclined her head once, "-then tend to that."

Twilight nodded. "Okay. Uh, is there anything I need to know?"

"They should be able to tell you if there is," Nightmare answered. "Other than that, continue to study and practice your magic. I will send for you and your friends so that you will spend the night in Canterlot prior to the ceremony."

"Alright. Uh, when are we planning on sparring again?" Twilight asked.

"After the ceremony. You may spend the night with your friends in celebration. I will not disturb you," Nightmare replied. "Do you wish to shower here or in Ponyville?"

Twilight blinked. "Uh, here. I guess."

Nightmare inclined her head. "Then I will wait for you to finish and then teleport you back to Ponyville." Her teacher turned around and walked towards the door.

"No breakfast?" Twilight asked.

Nightmare stopped and looked back at her. "I... presumed you would have preferred to eat with your friends."

Twilight shifted her weight and sat up, then climbed off the bed. "Well, uh, I figure we'll probably eat lunch together, but not breakfast, so..."

Nightmare inclined her head and smiled. "I would welcome your company, yes."

Twilight smiled.


The light from her teacher's teleportation spell faded. Twilight looked left, then right. Midnight stood at her right, carrying Spike, but Nightmare Moon wasn't there. Her ears twitched back for a moment, then lifted again. 'It makes more sense that she just teleported us and stayed behind instead of coming. It's simpler for her.'

She still wished Nightmare Moon had come, if only to stay for a few seconds.

Of course, that it was just for a few seconds made it pointless.

Twilight shook her head and looked around again. The walls of bookshelves filled with books looked organized. They looked like Discord hadn't touched them, but she couldn't be sure. She squinted as she ran her eyes over the spines, reading the titles of books. Nothing looked out of place, but it wasn't as thorough as she wanted.

Turning to her right, she saw Midnight nodding to herself. "Spike? Can you go through the books and make sure none of them are out of place?"

Spike smiled at her and slid down Midnight's side. "Sure!"

Twilight smiled back at him. "Thanks, Spike!" She watched Spike walk over to the nearest bookshelf as her smile faded. 'He should be staying with me instead of Midnight... I'm supposed to be taking care of him... But maybe it's better this way?'

Midnight turned to face her. "So, what's the plan?"

Twilight glanced at Midnight, then looked back at Spike. 'You're doing okay... maybe I'm worrying too much...' She licked her lips and faced Midnight. "I should tell the girls that I'm back, and... well-" she bobbed her head to the side, "-we'll probably go to the spa after that."

Midnight smiled cheerfully. "Oh, okay," was her simple response, and without missing a beat, "Do you want me to come with you or stay with Spike?"

"It'd probably be easier if you stay here with Spike. I'll tell the girls I'm back and then come and get you when we go to the spa," Twilight answered.

Midnight nodded and dipped her tongue out between her fangs. Twilight squinted at it, but Midnight turned and, ignoring the squint, walked over to Spike. Twilight watched Midnight, turning her head to follow the batpony as she turned to face the door. 'I should ask you about Luna,' occurred to her again.

She took a step towards the door, then glanced at it before looking back at Midnight. 'But... another time. Maybe when we're alone, and-' her eyes flicked down to the necklace resting against her chest, '-when I'm not wearing this.'

In theory, she could take it off any time she wanted. Nightmare Moon had said as much, but the necklace was still comforting, and if she was going out without Midnight, it was probably best to keep it on. Her gaze dropped back down to the necklace, and her eyes followed the magic as it glistened over its silvery surface. 'I'll take it off when I'm at the spa with the girls,' she thought with a quick nod.

It could be a good thing, too! Or it could be a mistake. It would show her friends that Nightmare Moon trusted her! It would give them an opportunity to do something stupid. She closed her eyes and mentally kicked herself. 'It'll be fine,' she told herself. As she opened her eyes, she found herself staring at the necklace.

Besides, the privacy with her friends might be nice.

She looked back at the door, then walked towards it as the thought, 'How would Nightmare Moon react to me asking her about Luna?' Nightmare Moon insisted Luna was dead. Maybe it would be okay? It would probably be okay to ask. Probably. Nightmare Moon didn't attack her for mentioning that Discord said that name, so perhaps it was safe to ask. But she wasn't certain.

She opened the door with her magic and looked around. The street wasn't quite empty. A few ponies meandered about, not quite calmly, but certainly not frantically. They carried themselves in a cautious hurry, as if they thought they were tempting fate by walking outside at night, yet it wasn't the same insane terror that she had seen ponies consumed with before.

She squinted as she watched a few ponies walk along without the same caution, almost as if some semblance of normalcy had returned, or they had settled into some kind of routine. A few foals were out, though they were always close by a stallion or mare; the distance varied seemingly by age, with the smallest and youngest foals staying the closest, and the older foals keeping a bit more distance. The common theme among the foals, however, was that they still jerked their heads back and forth, as if they were afraid something, like Nightmare Moon or a monster, was going to jump out and gobble them up.

Of course, none of the foals looked about her age; they were all younger than her by several years. Maybe some of the stallions and mares were actually younger than she thought, but she couldn't tell.

A few of the ponies passing by were vaguely familiar. Some of them she recognized from brief encounters when they had been outside, though others she only had the sense that she had seen them before. None of them were her friends.

Twilight sucked in a deep breath then glanced back at Spike and Midnight. Both of them stood near the bookshelves, with Spike tapping his claws against the spines of the books as he scrutinized them, while Midnight casually stood beside him, nodding to herself and staring at the books with a warm smile. 'I wonder what books the batponies have that we don't have,' drifted through her mind.

But that was a question for another time, possibly to be included alongside asking about Luna. She pushed it aside and turned back to gaze into the night. 'There's no reason to be afraid of it,' she told herself.

She still stood in place.

'I'm in Ponyville. It's a small village, but it's still filled with ponies! There aren't any monsters here!' she told herself.

She still stood in place.

'My friends and I went into the Everfree Forest twice! That place is more dangerous than Ponyville! And we had no problems!' her mind cried out.

Her lips set into a line. She huffed.

'Nightmare Moon would come if anything happened. She won't let anything hurt me. Besides, she's the Queen of the Night...' slithered through her mind.

The line broke into a grimace. She fidgeted where she stood. 'You're being ridiculous. That's what Applejack would say. Or would she? Avoiding the night is perfectly reasonable-'

She was procrastinating. She knew she was procrastinating. 'The longer I stand here the longer until I see my friends.'

"Are you just going to stand there all night?" Midnight asked in a curious, oh-so-sweet voice that mocked her.

She sent a glare at Midnight, and of course, Midnight completely ignored it, innocently smiling back at her.

Smiling at her encouragingly.

The glare faded.

Twilight inhaled again, closed her eyes and lifted her head, then let her head fall with a sigh. "Right," she muttered.

"If you need me to come with you-"

Opening her eyes, Twilight turned and looked back at Midnight and shook her head. "No, it's fine. Stay here with Spike. I'm just... procrastinating."

"Mhm," Midnight agreed and nod. "You're being silly just like everypony else, you know that?"

'Yes. I do know that, thank you for reminding me,' her mind snapped. Her lips pressed back into a grimace. Midnight was just trying to help. Well, help in her own way. The batpony was friendly, and for a moment, an idea teased at her mind. 'Maybe...' she wondered, turning to face Midnight. "Are we friends?"

Midnight tilted her head to the right and the smile faded as if Twilight had asked a question she didn't understand. "Aren't we?" was her curious question.

Twilight blinked and shifted her weight on her hooves. "Er, well..." she trailed off an winced. "I guess?" she offered.

Midnight leveled her head and smiled brightly. "I thought we were. Just because I'm protecting you doesn't mean I can't be your friend too." The smile twisted into a playful smirk and Twilight saw a glint of something in her eyes. "Besides... how many ponies can get to call the one and only Twilight Sparkle their friend?" was her tease.

Twilight shifted her weight again. "Right. Well. Not that many," she mumbled in response, her gaze dropping to the floor. She grimaced as she looked back at Midnight. "I'll-" she turned to face the door, "be back."

"Mmkay," Midnight voiced.

Twilight took a deep breath, then walked outside. Lighting her horn, she looked back inside her library, then closed the door. The warm glow lighting where she stood went dark, and the night crept in around her.

For a moment, she closed her eyes and nodded once. 'It will be fine,' she told herself. She opened her eyes, looked left, then looked right. Nothing was there to attack her. Exactly as expected! 'See!? It's fine!'

Really, overreacting about the permanent night was a waste of energy. It was just like any other night! Except it never ended and day never came. Any reasonable pony would conclude that it wasn't all that different from Princess Celestia's nights!

Most ponies didn't reach that conclusion or simply hadn't reached it yet.

'Has it really been almost two months?' wandered through her mind, and for a moment, her ears drifted down. Her ears lifted back up as she shook the thought from her mind. She turned to the left, then started trotting along the unpaved dirt road. She glanced down. 'At least it's solid now.'

But it still wasn't Canterlot. Granted, the earthy feel of the dirt road underneath her hooves was more pleasant than the stone and pavement of Canterlot. It just wasn't nearly as clean.

As she trotted past, a few ponies turned to watch her. Some of the ponies even stopped and stared at her. She sucked her lip in between her teeth and pinned it in place as her eyes flicked between the ponies watching her. It wasn't that many ponies, but it made her feel uneasy. 'Why are they watching me?' she wondered.

They recognized her. She was certain of it. None of them looked at her with malicious intent; none of them looked as if they blamed her for some unknowable mistake or something she did wrong. Almost curious, even.

And nervous.

'They know I'm Nightmare Moon's student.' But that was fine. She was still her! Well, mostly. Granted, she had friends and didn't study like she should have, so she probably wasn't quite the same.

A shadow passed over her. She froze in place and her eyes flicked to the sky. A pony flew overhead, silhouetted by the moon, then gone. Silent and stealthy, the pony made no noise. Distinct leather wings were all she could make out before the figure blended in with the dark sky, only occasionally blocking out a star.

A batpony. She watched it fly along for a few seconds. 'He's patrolling,' she realized. That was good! And it might have been bad. A grimace pulled at her lips. She looked around the street again. Ponies still walked along like before, though she couldn't tell if it was as many before or not. 'Did they see?' she wondered, 'And do they know they're here to protect us? Or are they afraid of them..?'

Well, if ponies were afraid of the batponies, that was something she could probably help with. 'My friends could help too...' Her lips lifted into a smile.

'Hopefully it's not necessary. There's no reason for ponies to be afraid of batponies! They're just like us. Mostly,' she reasoned. But of course, the batponies had that association with the night and Nightmare Moon.

But also Princess Luna, though it may have been a moot point. 'Why?' she still questioned, 'Why did you erase her?' There had to be a reasonable explanation!

Standing there in the middle of the road was getting her nowhere. She inhaled, then exhaled and went back to walking the path to Rarity's boutique.

The short trip went by without incident. No more batponies flew overhead. Ponies still watched her, but they gradually lost interest and turned their attention back to the night or their friends or their tasks. And of course, no monsters attacked. Whether that was because of the batponies or not, she wasn't sure. 'At the very least they'd help if something from the Everfree Forest attacked,' she knew. There was a reason they were here, after all, and it wasn't just rebuilding The Castle of the Two Sisters.

Coming to a stop at the door to Carousel Boutique, Twilight sucked in a deep breath, then lifted her right forehoof and knocked on the door. As soon as her hoof made contact, as soon as that knock echoed out through the night, she felt a sense of unease and anxiety bubble in her core.

'There's so much that can go wrong!' lanced through her mind. Her cheeks tightened as she winced, but it was too late to stop now. She knocked a second time, then a third. Each knock made the anxiety worse than the last.

But there was something there to fight off the anxiety this time. Undeniably, she knew, 'They're my friends. They love me! They care about me. They won't abandon me.' She felt it in her very being! The calming feeling of the Elements' magic washed over her mind, soothing the bubbling anxiety. 'It'll be okay,' she somehow knew.

"Come in!" Rarity called.

Twilight smiled and stood up straighter. She lit her horn and opened the door, then walked inside. As with every time before that she had been in the Boutique, which, granted, wasn't that many times, the room was cleaned to perfection, made pristine to display the fine dresses Rarity had made. 'No cobwebs... that's a good sign.' Several ponnequins stood near the walls, some adorned with vivid dresses embroidered with little jewels, complete with the occasional matching hat and necklace that often looked overdone to her. A couple of the dresses were less extravagant than the others, but rather than looking worse for it, they had a certain simplistic beauty that seemed to fit in better with Ponyville. A few of the dresses even seemed to use colors made to match the night. Some of the ponnequins were undressed, but none of them had unfinished works on them. The only things missing were the warm colors of day; whether Rarity had already sold all of them and hadn't made new ones or had put them away, Twilight didn't know.

Rarity looked at her in passing, then returned to scrutinizing a dress before her head whipped back around. "Twilight! Darling!"

"Hi, Rarity!" Twilight greeted with a smile.

Without wasting any time, Rarity nearly pranced over to Twilight and wrapped her forelegs around the filly's neck. "I was worried you wouldn't be back in time!"

Twilight lifted a foreleg and wrapped it around Rarity's neck, returning the hug. 'Nightmare Moon keeps her promises,' she knew but kept it to herself. Besides, why think about that when she could enjoy her friend's embrace? She closed her eyes and nuzzled Rarity, and whether because of instinct or choice, Rarity returned it. The feeling made her feel almost giddy, but it highlighted what was missing. The rest of her friends weren't there. They didn't share a group hug, nor a group nuzzle. A bit of her smile faded, and the nuzzle ended. As they broke apart, she asked, "How are you and the rest of the girls doing?"

"Oh, we're doing well enough," Rarity answered. "Business is..." Rarity bobbed her head and squinted, then tactfully drawled, "still slow, but I'm making due. Things have improved a little. But enough about me! I take it you just got back?"

Twilight nodded. "Yes. Midnight and Spike are back at the library. I figured it'd be easier if I came here myself."

Rarity nodded and turned away from her. "I see. Well, I've already eaten, but if you'd like we can go out for breakfast-"

Twilight shook her head. "I already ate in Canterlot," she paused and smiled as Rarity looked back at her, "but I figured we could all go out for lunch together?"

Rarity smiled back. "That sounds like a lovely idea! I'm sure everypony will love that. Oh! Have you been to see anypony else yet?"

Twilight shook her head again. "No, I came here first since it was the closest."

Rarity hummed and turned back to face Twilight. "Well, I'm not too busy-" a grimace pulled at her lips and she broke eye contact, "-so if you'd like, we can go get everypony else."

"I'd like that," Twilight answered.

Rarity turned towards her, then walked over to her. As she passed by Twilight, she said, "Oh, I'm not sure what will work best! Going to the spa before or after lunch." Twilight turned and followed Rarity outside, closing the door behind them. Rarity stopped and rubbed her chin with her forehoof. "I suppose it would probably be best to do the spa after we eat, that way we have more time." She turned to face Twilight and smiled warmly. "Wouldn't you agree?"

"Probably, but what are we going to do until then?" Twilight replied.

Rarity frowned. "Well, I don't know how long it'll take to find everypony... Rainbow Dash and Applejack in particular. Finding Fluttershy and Pinkie Pie should be easy enough."

"We can always have Midnight help find them if we need," Twilight offered.

"Ah, yes... that's a good point..." Rarity nodded to herself. "I, well, is she allowed to do that?"

Twilight tilted her head. "What do you mean?"

"Well..." Rarity drawled in a high pitch, trailing off as she turned away from Twilight. "Midnight's a batpony, and she's supposed to, well, guard you. From what Midnight's told us. Having her help doesn't quite sound, well, like guarding you."

"It's fine," Twilight retorted. "Midnight's supposed to guard me, yes, but she can help out too. Besides, I'm sure she won't mind."

"If you say so..." Rarity mumbled.

Twilight frowned. "Uh, I can probably..." she trailed off. 'Saying order her to doesn't sound right. Nightmare Moon says that I have authority... but...' In the end, she grimaced. It felt wrong like it was taking advantage of Midnight. But Midnight probably wouldn't mind, right? They were friends and maybe Midnight considered the rest of the girls her friends too? She finally settled on, "Have her do that anyway if we need."

"Alright. Do you think we should ask Midnight to go ahead and find Rainbow Dash?" Rarity asked.


Finding everypony except Rainbow Dash took a little over half an hour. Pinkie Pie and Fluttershy were easiest, with Fluttershy being their last stop since she was close to the Everfree Forest. Applejack was after Pinkie Pie, and the trip there and back took almost as long as finding her in the orchard. To their surprise, a few batponies were hanging around, literally by their tails, making certain she was safe. Whether it was a specific order from Nightmare Moon or because the orchard warranted it's own protection, Twilight wasn't certain. Of course, because Rainbow Dash was a weather pegasus, they had to end up getting Midnight to find her, and that ended up taking the longest. When Midnight returned with Rainbow Dash, the batpony grinned while Rainbow was a bit flustered. Nonetheless, they managed to get their little group gathered up in about an hour.

By far, their group was the largest single group of ponies walking through Ponyville as they made their way back to the library.

"I must admit, it's nice to see ponies finally walking about at night. Perhaps now things can go back to some sense of normalcy," Rarity commented. Her expression slipped into a scowl as she muttered, "It's not been good for business."

"You can say that again!" Pinkie cheered. "Everypony staying inside all the time instead of going out was a real bummer! You can't throw parties all the time if ponies never show up to them because they're scared of going outside! Being afraid of living isn't a life!"

Twilight glanced aside at Pinkie, who bounced along at the edge of their group, the last one on her left. The earth pony wore a carefree smile, undaunted by the night. And the smile was almost infectious; a small smile pulled at her own lips. 'She has a point...' she knew. And she had a reason to smile.

Her friends.

She took in a deep breath and her smile grew a little wider.

Rainbow groaned and rolled her eyes. "Yeah, well, uh, Pinkie, it is kinda hard to see when it's always so dark-"

"Well, for you, maybe," Midnight teased.

Twilight glanced between Midnight and Rainbow. The former had her characteristic playful smile, and Rainbow in turn squinted at Midnight. Midnight giggled sweetly.

"Yeah, well, we're not all batponies," Rainbow grumbled. Twilight thought she heard Rainbow huff. "I'd like to see you try to deal with weather at night!"

"Batponies don't do weather," Midnight retorted flatly.

"Oh, really? Why not?" Rainbow challenged.

"Not our magic," Midnight answered. "We're batponies, not pegasi."

Rainbow huffed again and folded her forehooves across her chest. She said something under her breath that Twilight didn't catch. Midnight giggled and smiled, drawing a glare from Rainbow.

"Well, at least some ponies can see well at night. The batponies have been really useful for, uh, keeping everypony safe around here," Applejack added. "I've not had any trouble with any timberwolves or anything since the batponies showed up."

"Well of course not!" Midnight put in. "It's what we do."

Twilight's lips twisted into a grimace. She tossed her head to the side and muttered, "You do seem to be... more effective than the Royal Guard."

"Mhm," Midnight casually agreed. "Bats are special. There's a reason why I'm your guard and not a Royal Guard."

'Other than being loyal to Nightmare Moon?' Twilight wondered. But that was a given; Nightmare Moon wouldn't have trusted her safety to anypony except a batpony. Although Midnight's loyalty to Nightmare Moon might have been part of the reason at first. She sighed and shook her head. 'That doesn't matter now.'

"Right so, we're going to hang out at the library for a bit?" Rainbow asked. Twilight nodded. Rainbow squirmed in the air and muttered, "And then... go to the spa..."

"Yes, dear," Rarity affirmed. "You should try to relax and enjoy it. I think you'll-"

"I said I'd go but that doesn't mean I want to," Rainbow groaned.

Rarity smiled happily. "Though, I do believe our plans are to have lunch before the spa."

"Right," Twilight affirmed. "I'll uh-" she looked down at the necklace and watched its surface shimmer for a moment, then licked her lips, "-leave the necklace... so that we can, um, have some... privacy."

Not everypony stared at her, but they all glanced at her, except for Midnight.

"Ah... yes, well..." Rarity said delicately but said no more.

The rest of the trip to the library was quiet. To Twilight's worry, when the library came into sight, two batpony stallions stood guard by the door, both wearing armor. She bit down on her lip as both of them looked at her. 'If Nightmare Moon didn't want me to take it off, she wouldn't have told me I could!' she reasoned. 'If Nightmare Moon was worried that we'd do something, she would have come herself instead of sending them!' she reasoned.

She still felt her heart thumping in her chest as they approached the batponies. Her legs trembled with each step, and the anxiety churned inside her core. Glancing at her friends, while they were cautious, none of them were concerned or worried like her. And of course Midnight was Midnight, so she was completely at ease. 'You're being ridiculous!' her mind snapped at her. 'Nightmare Moon said we're friends... she wouldn't just send ponies after me for that.'

She closed her eyes and inhaled deeply. 'They must be the batponies sent to rebuild the castle.' Opening her eyes, she frowned. 'Only two? Or are they just here to tell me or something?' She'd find out soon enough. As they approached, the two batponies walked towards them, then stopped in front of them. Twilight and her group likewise stopped. The two batponies looked at her, then gave brief bows: quick yet respectful, though not the same kind they gave to Nightmare Moon. 'See!? Nothing to worry about!'

Of course, they still bowed to her and that in of itself was enough to make her nervous. The attention drew glances from her friends, and looking around, a few other ponies watched on.

The two batponies rose, and the one on the left took a step closer. "Twilight Sparkle," he acknowledged.

"Um, yes?" Twilight asked.

"Colonel Wing, reporting as ordered," he said. He nodded at the batpony beside him and offered, "Lieutenant Colonel Fang."

Twilight nodded slowly. "Um, nice to meet you?"

The colonel looked back at her and smiled. It wasn't as playful as Midnight's smiles were since it was more formal and respectful. It was friendly, but there was something there as if he viewed Twilight as his superior, which, it occurred to Twilight, she was. At least temporarily. He glanced over her friends, then looked back at Twilight. "The pleasure is mine, Ma'am. These are your friends?"

Twilight nodded and smiled. "Yes."

The colonel nodded at each of them in turn. Her friends greeted him and Midnight returned his nod. "May we speak in private?"

"Oh, right. Um, one moment, please," Twilight replied. She looked at her friends and smiled sheepishly. "I'll uh, be right back. I'm... it's supposed to be a secret and-" she winced, then muttered, "Yeah..."

"Oh, of course, dear," Rarity replied.

Twilight looked back at the captain, then lit her horn. 'I've not teleported anypony else other than myself before... but I suppose since I won't be teleporting that far I might as well try,' she reasoned. She wrapped her magic around the colonel and his lieutenant, then around Midnight, and teleported the four of them to her bedroom. There was a sharp crack and a flash of light signaling their departure and then their arrival.

She, of course, had been prepared for it. The others were not. 'They're sensitive to light,' hit her in the head. She winced. The three batponies all squinted. "Sorry!" she offered, forcing a smile.

A moment passed. The colonel's leathery wings twitched at his sides. "It's... alright, Ma'am."

"Just Twilight is fine," Twilight offered.

The colonel nodded hesitantly, then inclined his head. "Twilight."

Twilight nodded and smiled approvingly.

Colonel Wing inhaled. "My company has already started on the castle's repairs in your absence, Twilight."

"Um, okay," Twilight replied. She shifted her weight on her hooves. "I uh, really don't know anything about this sort of thing, so you'll have to bear with me."

He nodded. "Of course. We're aware of your status and-" he squinted at Twilight, "-lack of familiarity with this." The squint faded and a smile returned. "As per my orders, Queen Nightmare Moon put you in charge, and as such, I answer to you."

"Er, right," Twilight muttered. "I still don't know what to do."

Midnight giggled.

The colonel inclined his head. "We'll be handling things, though we're to report to you." He lifted his head back up, then tilted it. "Would you like to see what we've done so far?"

"Uh, yes, but maybe later? My friends are waiting on me and we... already have plans," Twilight said.

He nodded. "Of course."

Twilight shifted her weight again. "Uh, is there anything I need to... do or know?"

"If anything comes up, I'll let you know," the colonel replied. "However, so you're aware, my brigade consists of twelve-hundred batponies divided into three battalions."

For a moment, Twilight found herself at a loss of words. Twelve-hundred batponies!? Who, at least in theory, answered directly or indirectly to her? How were they going to be able to conceal something like that!? Could they even stay safe with that many ponies in the Everfree!? It would attract attention from monsters!

Although, with as many ponies as there were, well, strength in numbers. Maybe there were enough ponies to make monsters think twice. And then how were they supposed to keep that many ponies supplied without drawing attention!?

Surely, they had something worked out. She blinked and shook her head, trying not to dwell on it too much longer. Ignoring the obvious, she summarized the other obvious point, "So no magic."

He smiled knowingly. "No unicorn magic," he specified. "But we shouldn't need any. Queen Nightmare will do the enchanting when the time comes. Until then, we just need to clean the place up and repair the damage. Shouldn't be too difficult."

Twilight frowned. "You know it's in the Everfree Forest, right?"

The colonel nodded. "We're prepared for it, at least as prepared as we can be," he answered.

"Right..." Twilight mumbled. "There are all sorts of-"

He nodded. "We're aware, Ma'am. We're not defenseless."

"And what about getting supplies-"

"We brought carts with us-"

Twilight inclined her head and raised an eyebrow. "And you're going to pull them through-"

He stood up straighter and his wings fidgeted at his sides to draw attention to them. "Fly them over the forest," he specified. "The train to Ponyville gives us a decent supply line, though flying over the Everfree forest, and how much attention the train and supply line will draw isn't something I'm fond of... The quarry's still usable and there are plenty of trees for lumber, so materials won't be a problem, it just takes work."

"Er, right..." The idea of using the Everfree Forests trees for lumber didn't sit right with her. 'That sounds dangerous.' But maybe she was worried over nothing. After all, Nightmare Moon had to know what she was doing, and the batponies seemed competent enough. "Alright... uh, anything else?"

"We'll let you know if anything comes up. Queen Nightmare specified not to bother you too much, though she did put you in charge and requests that you do visit often."

"Okay..." Twilight replied. "I'm not sure when the girls and I will finish up today, but I can go check on things when we're finished?"

He nodded. "I'll send an escort to come and pick you up in a few hours."

Twilight turned her head towards Midnight but kept her eyes on the colonel. "Can I get a specific number?"

He thought for a moment. "About five hours?"

Twilight nodded. 'Five hours... so about three hours of spa time... assuming we stay there that long.' "That's probably fine." Besides, she could spend more time with her friends after that.

Maybe. Assuming they weren't busy. And of course, she'd be able to spend a whole night with them in a few nights!

Although that night was probably going to suck. Already, she could picture just how much it would suck: Standing in front of a huge crowd, Nightmare Moon giving a speech to compliment her friends and herself. Ponies staring at them, possibly breaking out into a fear-induced panic. Ponies staring at her, knowing she was Nightmare Moon's student. Staring at her friends, knowing they were associated with her and Nightmare Moon.

'No, it'll be fine... It'll be fine,' she told herself.

She halfway believed it. 'We won't be the center of attention the entire day... I hope.' Nightmare Moon wanted them to be recognized, honored, and celebrated, but Nightmare Moon would let them have time to themselves. "Uh, if there's nothing else..?"

The colonel shook his head.

"I'll teleport us back outside, then," Twilight said. The batponies braced themselves as she wrapped her magic around everypony, then teleported them back outside.

The flash of light that signaled their return was accompanied by several groans. She bit her lip as she looked at her friends, who mostly pressed their eyes closed in a now-futile attempt to shield themselves from the light. 'I should have thought of that before.' "Sorry!" she hastily apologized.

"It's alright, dear," Rarity replied. Her voice wasn't quite flat. It turned chipper again as she commented, "I thought you said you couldn't teleport?"

"Uh, I couldn't. Nightmare Moon taught me how," she explained. She let out a nervous laugh and forced a smile. "It turns out I was doing the spell right but not finishing it properly."

"Is there a way you can make it less blindy?" Rainbow asked.

Twilight winced and faced the pegasus. "Maybe?" she offered.

Midnight hummed. "You know, I think making it less flashy would be a good idea. Since it's always night now, it's really easy to notice when you teleport."

Twilight frowned. "That's... a good point." Or, at the very least, it was a good idea for sparring with Nightmare Moon. Teleporting wasn't stealthy.

"Ma'am," the colonel called.

"Oh, right!" Twilight turned to face him.

"Permission to leave?"

Twilight nodded. The colonel hesitated a moment, then inclined his head. Not quite a bow, but still respectful. He and his lieutenant spread their wings, then silently ascended into the sky. They disappeared in the night.

"How are you guys so stealthy?" Rainbow asked.

Twilight turned to see Midnight smiling playfully. "It's a secret," was her tease.

Rainbow huffed.

"Well... why don't we head inside?" Twilight suggested, opening the door to the library with her magic. Warm candlelight washed over them, and she welcomed it.


Lunch had been simple, but good. It wasn't as good as the restaurants Twilight was used to in Canterlot, and nothing could compare to the Castle's kitchen staff, but the company alone more than made up for it. The eight of them- Spike and Midnight had joined because leaving them behind felt wrong- stood out as both the largest and the liveliest group at the restaurant. The restaurant had outside tables, but unsurprisingly, they were all empty. They ate inside.

The Ponyville Spa was something else entirely, and Twilight wasn't sure what to make of it. It was a new experience for her; she had never been to a spa before. It wasn't something that really had any appeal to it: why waste time at a spa when she could be studying magic? And of course, there hadn't been anyone to go with her, not that she would have agreed to go with anypony else- save for Princess Celestia and possibly Cadance- because she was antisocial.

So while a bit nervous, she managed to relax because of her friends' reassurance. Excepting, of course, Rainbow Dash, who continued to grumble discontentedly, even when she did subject herself to the spa's treatments. To her surprise, however, Pinkie Pie actually relaxed with everypony else. Seeing Pinkie Pie relax left her bewildered, right up until one of the spa ponies started massaging her back.

And oh, it was wonderful. Twilight closed her eyes, a pleasured smile pulling at her lips as she relaxed under the pony's hooves, constantly working up and down her withers, kneading her muscles and working out kinks she didn't even know she had, though suspected were a result of sparring with Nightmare Moon. Nightmare's magic might have healed the pain, but there was still plenty left for the spa pony to work on.

"This is nice..." Twilight mumbled. A murmur of agreement from six ponies and a dragon came in reply.

"Yeah, sure. It's fine, maybe," was Rainbow's disgruntled response.

"Oh relax, dear, it's not like we do this every day. It's a treat," Rarity practically sang.

"It is kinda nice," Applejack offered. "A good break from working on Sweet Apple Acres." A moment passed in silence, aside from murmurs of pleasure. "Though," Applejack drawled, "it's not really making the best use of my time..."

Twilight opened her eyes and looked across the room at Applejack. It was odd to see her without her stetson on, but she also found it somehow comforting. "I can help you again sometime if you'd like," she offered.

Her mind didn't question why, nor betray her; why would it? She smiled as she remembered the feeling of wielding the Elements with them.

Applejack opened her eyes, smiling as she looked at Twilight. "I think I'll take you up on that offer... though it'll probably have to be after the, uh," Applejack's expression nearly blanked, then her face scrunched up in distaste, "celebration." Returning to normal, Applejack continued, "With how busy you're probably gonna be between now and then, what with the batponies doing... whatever it is they're doing, and all that."

Twilight smiled sheepishly. "Sorry, but Nightmare Moon doesn't really want anypony else to know."

"It's fine," Applejack replied. "I'm just glad we're still alive."

Twilight's smile faded. 'Are you talking about Discord, or Nightmare Moon?' she wondered but kept it to herself.

"Nightmare Moon knows what she's doing," Midnight said in a casual, cheery voice.

Twilight looked at Midnight. The batpony lay sprawled out on her stomach, with her leathery wings draped off the sides of the table she laid on. To her surprise, Midnight didn't have her tongue stuck out between her fangs. The batpony smiled and looked relaxed. 'I'm kind of surprised you agreed to this.' After all, Midnight had taken off her armor. Wasn't Midnight still supposed to be on duty protecting her? How did that work, then?

The pony massaging Midnight's back pressed her hooves up against Midnight's withers, and Twilight saw Midnight's lips part slightly. The faintest, "Eee..." murmured out of her mouth.

Then again, maybe Midnight was doing it because she wasn't going to be the one paying for it.

Twilight pushed the thought aside, and as the pony massaging her back pressed against another knot, she let out a moan and her eyes drifted closed.

"I'm surprised at how much you're enjoying this, Twilight," Rarity commented.

Without opening her eyes, Twilight mumbled, "I sparred with Nightmare Moon last night, so this feels pretty good."

For a moment, the pony massaging her back stopped. The murmurs of pleasure went silent. In confusion, she opened her eyes and found everypony except Midnight staring at her.

"I'm sorry, dear. Can you repeat that? Did you say you were sparring with Nightmare Moon?" Rarity asked.

"Er," Twilight shifted her weight on the table, "yes?" she squeaked.

Blank stares. After a few seconds, the pony returned to massaging her back. She kept her eyes open. One by one, the rest of the spa ponies went back to massaging her friends' backs. Her friends kept staring at her. Especially Spike, who looked like he wanted to jump from the table and scramble over to her.

"You sparred with Nightmare Moon," Rarity repeated.

Before Twilight could reply, Rainbow demanded, "Wait, what exactly do you mean by sparred?"

Twilight looked at Rainbow and shifted on the table again. "Um... we... sparred."

Rainbow looked ready to jump off of the table for one reason or another; her wings bristled at her sides, and her eyes had a worrying glint to them. "Sparred how?"

"Well-" Twilight started, the thought, 'This isn't going to end well,' running through her mind, "-she taught me how to teleport and, um, then we... sparred. Used our magic against each other to-"

"What!? Did she hurt you!?" Rainbow squawked, jumping off the table, startling the spa pony who had been massaging her in the process. In a blur, Rainbow came to a stop in front of Twilight.

"Rainbow Dash!" Rarity hissed.

"I'm fine!" Twilight retorted. She bit back a wince. "Mostly. She didn't hurt me on purpose, we were sparring. She was careful, and before you ask, no, I never landed a spell on her." She tried to force back a scowl, though it didn't seem like she was completely successful. "It's not like I could land a spell on her," she grumbled.

She was glad she left the necklace behind.

"You're sure you're fine?" Rainbow demanded. "She didn't-"

"Yes, I'm sure," Twilight groaned.

Rainbow shifted her weight. "Okay." A moment later, Rainbow's head turned left, then right, and after another moment, Rainbow fluffed her wings, then reluctantly trotted back to the table. The spa pony tending to her said nothing as Rainbow laid back down on the table.

"Would you care to, well, elaborate more, dear?" Rarity asked.

Twilight groaned and closed her eyes. "Sure." She opened her eyes and sucked in a deep breath. "We sparred. She says it's a way she can teach me and help me to improve my magic... I don't necessarily like it because, well, it sucks and I can't win, but maybe she's right and it will help me improve my magic. It's... more involved than what I'm used to."

"Mm, sounds like her," Midnight commented.

Twilight frowned and looked at Midnight. "I thought she hasn't had a student before?"

Midnight looked at Twilight. "She hasn't. I just mean the more direct approach sounds like her. Don't get me wrong, she can be subtle, but... she never really was the diplomatic type."

"Right..." Twilight muttered. She knew that from experience.

"Sparring with Nightmare Moon sounds scary..." Fluttershy whispered.

Twilight grimaced. "Yeah..." she sighed. 'Most ponies would probably be terrified of that.' Shifting her weight again, she said, "It wasn't that bad. At least... I mean, I wasn't... scared. We were sparring. She wasn't trying to kill me or anything. She wouldn't do that."

They didn't all look convinced of that. Rainbow Dash was the least convinced of that. They didn't bring up anything.

"She's not... evil," Twilight grumbled, turning her gaze to the floor.

Rarity cleared her throat. "Dear, I know you mean well and I know you're... her student-" and Twilight knew Rarity didn't like that, "-and Midnight, please take no offense by this-"

"I won't," Midnight dismissed.

"-but Nightmare Moon did banish Princess Celestia and take over Equestria. She did bring about an eternal night that... isn't all that pleasant. She did kill a Royal Guard when she returned. Dear, we just worry about you."

Twilight bit her lip and looked over at Rarity briefly before staring at Midnight. The batpony was still on the table, still relaxing. Midnight hadn't scrambled to her hooves or anything. But that didn't mean Midnight wouldn't tell Nightmare Moon. Midnight was loyal to Nightmare Moon. She faced Rarity. "She's not evil," Twilight hastily defended. "She's just... it's complicated. Princess Celestia did banish her-"

"For trying to bring eternal night before, I might add," Rarity put in.

"But..." the argument died on Twilight's lips and her head drifted away. 'Neither of them are perfect. Neither of them did the right thing...' Nightmare Moon shouldn't have had to have been banished in the first place. Princess Celestia shouldn't be banished.

They should be ruling together.

Her ears folded back. "She won't hurt me." It came out quietly, but firmly. She looked back at Rarity.

"And what about us?" Rarity asked.

"She's not going to hurt any of you," Midnight put in. All eyes turned to Midnight. "She doesn't want to, and I don't think she would unless you were trying to... yeah."

Everypony knew what she meant.

Twilight felt cold. 'Maybe. But maybe I could convince her not to if it came down to it?' she wondered. Her attention was still divided. 'You're always unhappy because of your sister.' It was an undeniable fact that she had seen written on Nightmare Moon's features so often. And as insane as it was, 'You need to forgive her. Maybe I can convince Nightmare Moon to free Princess Celestia and forgive her.'

It was utterly absurd. There was no way it could work. Nightmare Moon hated her sister too much. But Nightmare Moon was logical and reasonable. Most of the time.

She needed to talk with her friends when Midnight wasn't there, and she needed to talk with Midnight when her friends weren't there.