Noctis Pax

by Earl Grey


Chapter 3: My Little Thestral

Yellow, cat-like eyes flicker open, what they see is dark and blurry.

Through the haze of her vision, the pony saw a silhouette in the candlelight beside her. There was a familiarity about it that her half-conscious mind latched onto.

‘Brother?’

The silhouette was looking away and didn’t turn to greet her before her vision faded into the darkness.

Yellow, cat-like eyes flicker open, what they see is dark and blurry. The dream she’d had was an old one that hadn’t troubled her for a long time. She wondered why it had come to haunt her after all this time. The pony could see enough to know that she was lying in a small bed, one that was extremely comfortable. It felt like she was lying on a cloud, a feeling she had long forgotten ever since going to live in the Everfree Forest.

“Good morning. It’s nice to see you’ve recovered so quickly.”

Vermillion tried to turn quickly to face the source of the voice, but all she managed was a slow rolling motion to move her body around. She could feel strange wings under her body as she rolled over, but that went out of her mind when she saw who was speaking. Princess Luna was sitting by her bed, a book floating in front of her. She put a velvet bookmarker in place and shut the book, placing it on the bedside table before turning her full attention to her patient.

“You did not look well after the ritual, I was worried you would be out for much longer. Although, this is not a first.” The princess smiled down at her, pride visible on her face.

“My liege... I hope I haven’t inconvenienced you.”

“Think nothing of it. You have been my priority this past week.” The midnight blue alicorn had a way of calming a pony down with little more than a few words, it was something that Vermillion was incredibly grateful for. “Besides, there is much I need to tell you, I would rather not give you the opportunity to aimlessly experiment with your new body.”

Vermillion wore a tired, but amused smile and immediately, she noticed something. Her lower lip had been lightly poked by something rather sharp. Luna watched as the former pegasus tried to find out what was going on and laughed.

“We’ll start with that then, shall we? Physical changes to your body.” The princess levitated a small mirror in front of Vermillion and allowed her to stare at her reflection. Luna knew the reaction well, having seen it countless times before; the way they’d run a hoof across the new fur on their face, stroking the pointy tufts on their ears, opening their mouths to examine the new teeth. She smiled warmly at the memories.

“It really happened...” Vermillion stared dumbfounded at her reflection.

“And, if you sit up and stretch your wings...” The princess said, waiting patiently for the pony to comply and get into a sitting position. She moved the mirror back so Vermillion could get a proper look at the leathery black wings that extended from her back. Their wingspan was impressive and they looked strong. But just as she was in the middle of admiring them, something occurred to her.

“Wait... did you say I’ve been out for a week?”

The Princess nodded solemnly. “You actually recovered fairly quickly when you consider past transformations. The average time is at least two weeks, so I’d say you have a fairly impressive constitution. I can understand that losing one week of your life can be distressing, but you must realise that so much of the body’s energy is used during the process that recovering for this long is more than required.”

Vermillion flapped her new wings a few times, she could feel an itch starting to form in the back of her head. She needed to get in the air.

“The best way to get used to your new body is just going through your normal day and addressing things as they come. Like this one for instance...” Luna’s horn began to glow and Vermillion saw that she had hold of the closed curtains on the wall of the room. Then she pulled them open.

Light attacked her eyes with the fury of a thousand suns. It was so bad that she had to hide herself under the blanket of her bed to stop it from hurting.

“I’m very sorry, but there’s no better way to demonstrate that ability.” Luna’s voice was calm and steady.

The blanket shivered, as if the one it concealed was seething with rage. “What!? A crippling sensitivity to light? I wouldn’t call that an ability!”

“It is a hypersensitivity, to be a little more exact.” Luna smiled matter-of-factly. “In the middle of the day, yes, too much light will hurt. But that is why you have secondary eyelids, to block out the most harmful of the light’s rays.”

A dark, furry head poked out from under the blanket, yellow eyes still hidden in the shadows. “Secondary eyelids?”

“Yes, if you focus a little, you should be able to feel them and freely control how they function.”

Vermillion opened and closed her eyes a few times whilst trying to focus on what the Princess had told her. It was the strangest feeling, trying to grasp hold of muscles that she never had one week ago. When she finally managed it, she could feel a thin membrane covering her eye. They were very translucent, in that they were easy to see through, yet still clouded her vision somewhat. She poked her head out of the blanket and took a look at the Princess. The first thing she noticed was that the light didn’t bother her any more. The second was that it seemed as though she were looking through glass. It was very obvious that the view wasn’t as clear as it could be.

“Not having my eyes burned out of my skull is a definite improvement.” Vermillion sat up normally in her bed, practicing blinking her primary eyelids whilst keeping the secondaries closed.

“Indeed. You have such pretty eyes.” Luna smirked in that mischievous way that made her look like she was up to no good. “One final thing about your appearance, your cutie mark will no longer show. It’s still technically there, it just won’t appear, so don’t worry.” She grabbed the blanket with her magic and flung it off of the bed. “Now go, be off with you. I shall address your other changes soon.”

Vermillion took one cursory glance at her now blank flank and shuffled herself off of the bed. Her legs were achy and wobbly, but she soon mastered them and trotted slowly out of the recovery room. Just as she was halfway down the corridor leading towards the castle foyer, Luna popped her head out of the room and shouted after her.

“One final note. You will probably need to think about a new name for yourself. You can hardly carry on with the old one now can you?”

“Okay...” She called back, unsure. Vermillion creased her brow and walked forwards almost unconsciously. The Princess made a fair point, she was a different pony now, she could feel it. It’s not as if there was anybody who really miss the old her anyway. Ever since the orphanage, she’d only ever had one friend and he spent the vast majority of his time studying or on away missions for the Princess.

She could respect his dedication to the Princess, it was something they’d shared for a long time, but it was clear that it must have been the only similarity they shared. They hadn’t spoken properly in weeks and the only long conversation they’d had before that was about work. Things are getting stale and it looks like he doesn’t want to do anything to fix it, so what’s the point in worrying? New identity, new life.

When she looked up after packing her thoughts away, she noticed that she was already outside of the castle. She was looking out over the small settlement, with it’s sturdy wooden houses and open farmland with fresh eyes, both metaphorically and literally. It looked both duller and brighter at the same time.

She took one look back at her new wings and flapped them experimentally, they didn’t feel any less sturdy than her old wings, in fact, they felt a little better. Vermillion stepped closer to the rope bridge that crossed the gorge into the village proper. The drop was long and the bottom was covered in a fine mist that blocked all attempts at finding out what was down there, if there was indeed anything there at all.

Vermillion smirked wickedly, a fact made all the more obvious by the fangs visible in her smile. Local pegasi were told to stay away from the gorge because of the sharp rocks and narrow pathways hindering flight, but Vermillion decided that it was the perfect test for her new wings.

She spread her wings wide and stepped as close to the edge as she could. At its widest, it was around ten metres, but thinned to as little as three metres in places. Flying through it would require precision, too much sway and a pony could find herself smashed against the wall.

Without hesitation, she dived, freefalling for several metres before opening her wings and letting the wind flow around them. They felt more aerodynamic than her old wings, they just seemed to cut through the wind like it was nothing. The mist was racing towards her, so she turned her body and pulled up, skimming across the surface of the mist as she flew down the length of the gorge. It seemed a lot wider down at the bottom of the gorge, so Vermillion flapped hard and flew into the middle, where the width seemed to fluctuate rapidly.

It was a lot darker down here than it was topside, so Vermillion risked opening her secondary eyelids when she got to a much wider section of the gorge. When she wasn’t immediately blinded into submission, Vermillion smiled widely as she took in her surroundings. Every detail of the rock wall seemed to light up and jump out at her, it was as if she had never really been seeing before and this was the real world being shown to her right now. As she approached a narrow section, she turned her body to avoid a thin, well camouflaged spike jutting out of the rock face that she was sure she would have never noticed before.

It was wonderful. She could take in every detail of the upcoming narrow points and work out how to perfectly avoid each one with as little effort as possible. Her wings reacted to the slightest movement, following orders from her brain almost quicker than her muscles could react to them. But alas, the gorge eventually thinned out into a complete end and she was forced to pull up and out before becoming a thestral pancake. Vermillion almost forgot about her eyelids and quickly shut her eyes, hovering in place while she closed her secondaries. Doing that on the fly was still something she was unable to get the hang of.

Vermillion flew high up above the trees where she had emerged from the gorge. She could see the castle in the near distance so she hadn’t gone too far, but it would still be a fair few minutes getting back. She started to flap hard, but her wings protested, ‘perhaps it was a little unwise to push them so hard after just waking up.’

She sighed and took off at a slow pace, riding the air currents back home.


Her apartment was modest, but functional. While it was only a small, one room living space with a public bathroom down the hall, it was all hers. Early on in the construction of the new Everfree city, housing was built for the busy guard keeping the forest at bay, allowing a surprising amount of privacy for them. Thankfully for her, she was not in the recruit or private’s housing which was basically a military barracks. Nope, thanks to being a lieutenant, she had her own little place to call home. It contained everything she needed and had just enough free space to rest in.

Vermillion however, had spent most of her time since coming back, looking in the full length mirror next to her bed. She inspected her reflection meticulously, going over every last little aspect of her new body. The curtains had been closed to block out as much light as possible so she could use her night eyes to truly look at how she had been changed.

It was certainly weird at first, coming to terms with the fact that the pony in the mirror was in fact her, but the shock was short lived. She looked good, better than she ever had. It was hard not to feel intoxicated by the newfound power she seemed to radiate. And her eyes, she could lose herself for hours in her own eyes, she couldn’t believe how lucky she was to own such beautiful specimens.

‘Woah.... I should calm down... Let’s not get ahead of ourselves, shall we?’ Vermillion stepped away from the mirror quickly and made her way to the other room, where she kept her cooking supplies. She poured herself a small drink and sat down, trying her best to cool off. She thought about the things Princess Luna had told her, about trying to adjust to her new body. She had said that careful experimentation was good, but that it was unwise to go too far. ‘The Princess also said I should choose a new name for myself, to differentiate between the old me and the new me.’

Vermillion took another sip of her drink and thought. ‘It’s already hard for me to see the pony in the mirror as being me. If I start differentiating between the old me and the new me, will I lose the old part of me forever?’ She looked up and caught a glimpse of herself in the mirror. ‘And if I do lose it, will I even care?’

She finished her drink and got back to her hooves, finding herself walking to the mirror again, it’s pull almost magnetic. “Nobody really cares about the old me anyway, the new me is much better.” She stared at her reflection once more, eyes half-lidded. “Nobody would prefer the old me anyway, not when they could have this.”

Vermillion looked down in alarm as she heard and felt a rumbling, but it was just her stomach. Although it sounded angry, her appetite had not fully returned to her. ‘I actually can’t remember the last time I ate. No wonder.’

“Don’t worry, girl, I’ll get you some nice veggies.” She rooted around in a few cupboards, but all she could find were spoiled, and in some cases rotted, remains of what used to be veggies.

“Hmm... well, I was away for about a week. Guess I’ll go to Julienne’s for a meal.” Without further ado, Vermillion left her small apartment and headed towards the centre of town, a large open space cut into the forest when the Everfree colony first settled there. Of course, ever since then, smaller clearings have been made to take population growth into account and it had evolved into a little village all of it’s own. The original clearing, colloquially known as ‘the village square’, still held all of the amenities however.

The forest had never made it easy for them to settle. Small trees would sprout where you least expected them to, in fact, the town had a dedicated lumberjack force solely focused on that exact problem. Her ex-fellows in the guard took care of any issues raised by the wildlife in the guard, although Luna’s presence generally kept them away, so it wasn’t too much of a problem. Still, now and again, some of the more reckless, and most likely starving, timberwolves still tried their luck to snatch a pony.

The village square had been converted from a predominantly residential area to something more akin to the markets that once dominated a small square of Canterlot. Trade had dwindled back in the capital because of the Great Chaos and the markets became an impromptu slum for anypony who had lost their home.

In the relative peace of the Everfree however, a small semblance of trade had bloomed in the village square between the residents and eventually grew into what it was today. You could buy food, check out some entertainment if one of the artistically inclined ponies had something to show, but most of all, you could talk. The village square was never lacking for a friendly face.

When Vermillion finally made it into the square, she could immediately sense the reaction that her appearance had caused. It wasn’t often one would see a thestral casually strolling about during the day after all. She looked blankly at the ponies around her, the ones that had stopped what they were doing to look at her, the ones who kept walking but kept an eye on her from the corner of their eyes, the ones who were pretending to not notice and she smiled a new, toothy grin.

‘All eyes on me.’

She strode confidently across the square, the cocky grin not fading from her face. In the distance she saw a mother sheltering her foal and rushing them both away. She laughed.

Julienne’s was just up ahead, a moderately sized wooden shack held the kitchen and the serving counter with an expansive seating area spread out from there. It was the most popular restaurant in the Everfree for a good reason. The proprietor, Julienne, was a master chef. She could do things with a knife that would make the blademaster up at the castle jealous.

When she had the time and the money, she would often find herself here for lunch back when she was a lowly pegasus. The restaurant was usually bustling with customers, but today it seemed quieter than usual. It was a shame really, she wouldn’t have minded waiting for her food if she could show off a little more.

Mercifully, for her stomach at least, the counter was empty and she waltzed straight up and asked for a Julienne special. It was a thinly sliced platter of a variety of vegetables, perfect for snacking on in the afternoon. The young mare at the counter looked half fascinated, half terrified when Vermillion gave her the money, it was really rather delicious. She shot the mare a steamy look before leaving to sit at a nearby table.

Her order made it to her table in short order, the waitress barely staying long enough to thank her for her patronage. The meal looked good, the reds of the tomatoes and peppers and the orange of the carrots standing out nicely against the sea of green. She picked at a piece of cucumber, expecting the crunchy moistness to hit the spot, but she didn’t feel it. She chewed until it was pulp and she swallowed, yet nothing. It was bland and tasteless.

She tried a carrot, then some lettuce, then some cauliflower, but nothing. Not even the juice of a cherry tomato or the tang of a bell pepper could sate her. It left her feeling empty and her mood suffered for it. Vermillion didn’t bother trying to finish the meal, she just got up and walked away, her gaze in the distance at the trees she knew were obscuring the Princess’ castle from view.

Kicking up her new wings, she took flight and was up over the trees before the waitress clearing up leftover dishes could wonder what had happened.


The castle was busy when she arrived, cleaners were sweeping every inch of the grand hall, rushing past with bundles of clothing to wash or just passing through to other parts of the castle. They didn’t even flinch when Vermillion walked through the front doors, scowling menacingly. In fact, they barely regarded her with a ‘hello’ when she passed.

Vermillion was about to demand that one of the cleaners reveal where the princess was when something suddenly hit her nostrils. She turned almost magnetically to the hallway on the left side of the room. It was the most heavenly thing she had smelled in a long time, but she couldn’t place it. The smell just was.

She started down the hallway and passed another cleaner, although this one was rushing hurriedly away with her nose wrinkled, a look of plain disgust on her face. Vermillion didn’t understand it, the smell was only intensifying the more she walked down the corridor. It was impossible to tire of the smell, it filled her head and she could almost taste it on her tongue although it only managed to set her drooling like a common dog.

The smell lead her up a circular staircase at the end of the hallway that went up to the western castle tower, but why it was emanating a heavenly odour, she couldn’t figure out. About halfway up a sound joined the smell, a persistent hissing noise that got louder as she walked.

When she finally reached the top, she blinked her eyes a few times at the sudden increase in brightness. From what she remembered, the western tower was used as an observatory and so had several large windows to gaze at the stars through, it was the middle of the day however, so they merely let in an exorbitant amount of light.

“So nice of you to join me.” It was the voice she had grown so used to surprising her. Princess Luna was smiling at her from across the small room, levitating a spatula. The large slab of metal sat in front of her seemed to be the thing creating the hiss, although why she was heating it with a flame and what the poor white things on top of it were, she had no idea.

“I thought you’d be quite hungry, so I prepared you a special meal.” The Princess flipped the little white things with the spatula and left them to sizzle. “Sit with me.”

Vermillion walked over cautiously, the princess had been somewhat difficult to read ever since she had awoken. She was obedient to the end however, so she sat by the side of her princess and awaited further orders. It was really hard to ignore the smell she had been following, but she tried to keep her head clear. “This is actually why I came to find you. I’ve just gone to eat at a nearby restaurant and I left feeling unfulfilled, the vegetables just didn’t taste like anything.”

The Princess merely smiled again, her soft expression made it seem like things were going to be okay. “Of course, I anticipated this. That’s why I’m cooking you an alternative.”

“An alternative?”

“To the fruit, vegetables and grains that normal ponies eat.”

Vermillion glanced at the white things still sizzling away. “And that’s what those things are?”

The princess’ horn alit, but Vermillion couldn’t see what she was doing. “Yes, now close your eyes now, I want you to experience this properly.” Vermillion did what she was told and immediately felt a thin strip of cloth fall over her closed eyes. The princess was blindfolding her. “When one sense is taken away, the others will heighten to compensate. Blind ponies often have excellent hearing for instance, it’s also why you tend to hear every creak and moan of your house when you’re asleep. What I want from you now is to experience this food fully, how it smells and how it tastes when it hits your tongue, try to feel everything through your other senses.”

It was strange, to sit there unaware of her surroundings, she had only the gentle hoof of Princess Luna on her shoulder to give her a sense of being.

“Now be careful, the food is hot.”

The moment it hit her tongue, she winced, it was indeed hot, but even the briefest of moments was enough to tell her that the juices dripping off the piece of food were heaven. It was beyond anything she had ever tasted before.

“Now chew, it might be a little tough, but that’s what your new teeth are for.”

The piece of food was still really hot, but her mouth had gotten used to it, in fact, she didn’t even care if it burned her. To taste this food even one more time she would happily allow herself to get burned. Vermillion let the food roll around her mouth for a few seconds, savouring the juices, then she got it between her teeth and chewed, feeling it split before her new teeth, easily coming apart and releasing a flood of new flavour. The texture was a little tough, but it wasn’t too much to handle, even though it took more chewing than she was used to. When she swallowed, she could feel her whole body shiver. “I-It’s delicious...”

“I knew you’d like it.”The Princess sounded a little happier when she said this, Vermillion could even detect the hint of a smile in her voice. “Do you want some more? I have plenty.”

Vermillion nodded her head vigorously for lack of the ability to vocalise anything at the moment. She was almost helpless, a little filly opening her mouth on command and letting herself get fed. She would chew happily and when she was finished, expectantly hold out her her tongue for the next bite. Every now and then, the princess would let out a little noise or quiet sound that Vermillion couldn’t place, but she couldn’t think clearly right now, not on what she was doing or how she might be inconveniencing the princess. All that existed were the little chunks of nirvana being fed to her.

“There’s no more I’m afraid. You’ve eaten it all.”

The blindfold fell from her eyes and she opened up her primary eyelids to see for herself. The griddle was bare except for the sticky remains of burned food.

“How was it?” Vermillion had almost forgotten that the princess was even there, but she sounded calm and even quite happy.

“I...” She seemed at a loss for words, “I feel beyond satisfied. What in Equestria was that?”

“That, was chicken meat.” The pronouncement seemed to hang in the air whilst Vermillion both mentally and literally digested it.

“Th-That was... a chicken?” Her eyes went wide, the brilliantly yellow irises gleaming with a few stray tears. “I ate... a chicken?” She wanted to throw up, to get rid of the food she had so willingly ingested, but her body was too full, too satisfied to bother listening. Even her own mind was working against her, telling her that there was nothing to worry about. Her inner pony, the old part known as Vermillion was disgusted, but her overwhelming new persona didn’t bat an eye and she slowly found herself calming down.

The princess had seemingly been waiting for this to happen, she greeted Vermillion with one of her signature calming smiles. “Have you calmed down?”

“Let me guess.” Her inner pony was shocked at how level headed she sounded, “This happens to everypony their first time. Not surprising, really.”

“Yes...” the princess looked oddly nostalgic. “In the distant past, I let thestrals discover meat on their own, but their old pony personas often couldn’t handle the urges and they went out of control. I’ve had to change up practices and handle things myself for a long time. It’s a lot safer this way, it’s a little less difficult to ease into the transition. You took it oddly well, though.”

“I’ve been differentiating myself from my old persona since this morning, maybe it helped.” Vermillion looked into the princess’ eyes and saw a gleam of pride.

“Does that mean you came up with a new name for yourself?” The princess set about clearing away the cooking equipment with her magic. Despite this being an observatory tower, the equipment seemed to have it’s own place amongst the books and telescopes, which seemed rather odd.

Vermillion thought for a moment and shook her head. “I’m terrible at coming up with names, I don’t want to end up choosing something stupidly pretentious.” She scuffed a hoof against the ground and blushed lightly. “But... seeing as you were the one to bring the new me into this world, I wouldn’t mind if you were to choose one for me.”

Princess Luna raised an eyebrow, looking slightly taken aback. “Usually my thestrals are happy to choose their own names. In fact, I started the tradition because new thestrals often wanted to change their names themselves. Are you really sure?”

“Please, Princess.” She bowed politely before the alicorn, not raising her head. “I am yours, now and forever. I will accept whatever you desire to name me.”

Princess Luna smiled mischievously. “With an offer like that I’m finding it quite hard not to have a little fun, but I like to think of myself as a pony of honor, so true to your earlier statement I will not go overboard. I think I shall merely tweak it a little. Vermillion itself is a shade of red is it not? How does Scarlet sound?”

The thestral raised her head, a wide grin on her face. “Whatever my princess desires.”