Noctis Pax

by Earl Grey

Chapter 1: The Legend Begins

Two horned ponies stood atop a hill. The only discernable features on the two heavily wrapped ponies were their horns. While one of them looked quite average, the other’s pointy appendage was grotesquely curved and bent in such a way that it could have never belonged to a unicorn.

The already frigid air was made even deadlier by a wind that howled across the ground. It swirled the snow about them to where it felt, and looked, like a blizzard.

Both were wrapped so heavily that beyond their two distinguishable horns, that any features were unrecognizable.

What could be seen of the unicorn were his hooves and neatly trimmed, dark grey hocks. His coat was colored the same as his mane, but the splice of maroon through his hair was hidden beneath a facial wrap.

“Oh moon who watches over all, guide me with your gentle light. For your glory grant us swift and silent passage.” The unicorn spoke in hushed tones, his head bowed. “May this task bring you glory and allow me to find favor in your sight.”

Offering silent pleas for strength and confidence always bolstered his resolve. If there was any time to pray to his goddess, it would be now.

The changeling stood with its eyes closed in the same manner, but if he was praying as well, Winter could not tell. Even after years of living with the strange bug-like equines, he still understood little of their outward emotions. Fortunately, they were some of the best damn soldiers and special operations ponies around.

Winter shrugged his shoulders and took a deep breath, almost choking on the frigid air. Opening his eyes he noted that the changeling had not moved from it’s silent pose. Turning away from the hilltop, Winter coughed into his hoof.

The changeling turned and opened it’s eyes to face Winter.

Glancing down at the city before him, he eyed the vast web of streets. Even at this distance, the derelict streets were all but obvious. Many of the homes had long since been abandoned due to the Great Chaos.

Winter came close and wove a shield around the pair of them. “Alright, I have the location to where I will teleport us in,” he said calmly, the roar of the wind muffled by his magic. “It is an alley that I believe is generally unused, are you ready?”

The changeling nodded once, but said nothing. To be honest, Winter wasn’t even sure if they talked in their natural form. He had never seen one do so except their new queen, Chitin, and she wasn’t exactly a good example of your normal changeling. Shaking his head to clear his thoughts, Winter turned and planted his hooves in the cold snow.

Fifteen years of training for this moment. Hard studies under Princess Luna, countless combat sessions and thousands of hours put into lore and history. All of his learning building up to this point. Even though Winter was shivering slightly, it wasn’t from nerves or the cold, he was excited. Excited for a chance to prove himself and his skills, an opportunity to show that Luna had been a good teacher.

Winter took as deep a breath as he could with the coats wrapped tightly around his frame. Closing his eyes, he lit his horn and began to weave a complex teleportation spell. He had to carry a changeling along with him to a precise location he had never seen. Then he also had to make sure to muffle the flash and noise while preparing to neutralize any potential threats at their destination.

A few seconds later, he and the changeling blinked out of existence, only to reappear in a deserted alleyway within the Crystal City. After a swift glance around to confirm they were alone, Winter dropped his shield and released the spells he had been waiting to cast. With a nod at his partner, they began packing away their heavy garments.

In no time at all he was striding carefully through the alley with the changeling just behind him, both free of the restrictive clothing. They made their way to the entrance, remaining cautiously in the shadows as they kept an eye on the street bustling with crystal ponies.

They were near the city proper, much closer than Winter had thought this alley had been. He remembered stories of the Crystal Empire once being a sight to behold. But even the many crystal soldiers who had bolstered the Equestrian armies against Discord had said it was before their time.

Now, while many of the buildings were built out of the trademark reflective rock, it did not sparkle any more than the ponies did. What was shining rather brightly, however, were the pendants many of the ponies were wearing. It made his blood boil. After the war had ended many of the unneeded weapons had been melted down by the princesses themselves into the mementos ponies now wore around their necks.

It was supposedly in their appreciation to each of the families that had willingly served, and quite possibly, lost loved ones in the war. But, the gesture had turned into a two way road, many of the ponies opting to ignore the darker pendants of the younger sister in favor of promoting their support for Celestia’s achievements.

Winter turned to his partner and whispered, “Alright, I’ll keep you invisible as you peek around for a good candidate to impersonate.”

The changeling nodded and prepared to peek around the corner as Winter charged his horn. Patterns he had used many times before gathered eddies of magic. As the enchantment took effect, the changeling vanished before his eyes.

Unable to see the invisible changeling, Winter felt it as it peered around the corner. His magic allowing him to feel every movement his companion made. The slight flutter of his wings, the slow steady breathing and the eyes as they darted around, searching for a target. The unusual experience never got old, but Winter ignored the sensations and focused on keeping his spell properly maintained.

Moments later, the changeling pulled back and with a flash of green, engaged it’s disguise. She, was the perfect image of a pale blue Crystal Earth Pony, complete with a bow in her mane and braids in her tail. A rather complicated cutie mark of a gem surrounded by two roses adorned her flank.

Winter grinned and reached into his saddlebags to retrieve a set of servant garments used within the castle. It wasn’t much, a simple neck piece with Sombra’s emblem and a cloak designed to hide cutie marks. It didn’t take long for the changeling to don the clothing. It helped that Winter stood by as a brace for the newly transformed mare to struggle into the oddly shaped pieces.

It was a good thing that they were speedy, for as soon as Winter finished situating the extras back into his saddlebags a pair of guards entered the alleyway and spotted them.

“Hey!” One of them called. “What are you doing back here with a palace servant?”

Winter tensed up and prepared to engage but the changeling, the mare, covertly stomped on his rear hoof. She then sidled up closer to Winter and laced her forelegs around his neck.

“Crystals above! Can’t a mare have a moment in peace?” She said, her voice ringing with a sultry tone.

One guard sniggered, but his partner shoved him roughly before speaking again. “Desperate or no, leaving the castle grounds without specific leave is a serious issue and you know it,” he said, looking at the mare changeling.

She huffed and dropped her hooves from around Winter. “Fine. I just... Fine, I know.” Winter watched in awe at the changeling’s flawless acting as she put on an astounding display of cuteness and regret. “You’re not going to say anything are you?” She gave a hopeful glance up at the two stallions, who were struck speechless at her performance.

If he didn’t know better, Winter would have believed he had just been seduced by a lonely, young palace servant looking for a good time away from work. Thankfully, the guards were there to keep him grounded in reality.

The lead guardpony grimaced. “Alright... Alright, fine. I can get you back in through the barracks without any trouble.” The guard paused, the frown still on his face. “What’s your name?”

“Pearly Chordette,” she said, not missing a beat.

“Alright, Miss Chordette, follow my buddy here, I’ll catch up in a minute,” the guard responded.

The changeling, Pearly, began to walk off, hesitated, then turned back. “Oh please don’t hurt him guard sir, this is all my fault, not his.”

Nodding, the guard waved them off before turning back to Winter. “Listen kid,” he sighed, “you don’t want to get involved with anypony from the castle. Believe me when I say it, once you get in there is no backing out. The palace is...” The guard trailed off and shook his head, muttering. He turned back to Winter. “Just find yourself a nice girl elsewhere, it will be better for everypony.”

With that he turned and left, leaving Winter standing alone in the alley. He was thankful he had been trained not to sweat under stress. Blowing out a long breath, the unicorn moved deeper into the alley.

He had gotten the changeling into the castle, although he wasn’t sure how easy it would be for “Pearly” now, but Winter’s job had just gotten harder. He would have to find the changeling again and establish a contact routine.

Winter sat in the shadows and began to plan a trip into the castle. It would have to be as soon as possible and it needed to be versatile for whatever would come. He unrolled his maps and blueprints and got to work, he only had a few hours to break in undetected to one of the most secure palaces in Equestria.

Sewers, kitchens, dormitory windows, getting caught and thrown into the dungeon; there were a lot of options for getting into the castle. The guards, patrols and general security were extremely tight; sneaking in would be hard, and trying to impersonate somepony would be harder still. Getting caught was climbing up on his list, Winter had scratched a large number of possible entrances off already. If only he had one of those freakishly useful bat ponies with him...

Winter sighed with frustration, continuing to stare at his blueprints. Sometimes he would check a different map, some with patrol routes, others with enchantment boundaries sketched on them.

If only she was here, he would have much rather have worked with a friend than a changeling. She probably would have planned for this happening and he would have to be doing this now. Winter was sure that pony was going places. Give it a few years and she would be one of the best officers Luna’s army had to offer. At least, that was what he thought, but he might be slightly biased considering they did grow up together. Winter sighed wistfully, it had been too long since he had seen his friend.

---

“Halt!” A crystal palace guard called out, stopping an approaching wagon. “Howdy, Cargo, what are you carrying today?”

“I... ah, hold on...” Cargo, an earth pony, fumbled with a clipboard before continuing. “Yes! Ahem, I've got twelve kegs of red wine, fifty pounds of rice, twenty pounds each of brown and powdered sugar, seventy pounds each of flour and oats, fifty... I could go on?” Cargo raised an eyebrow as he chewed on a stem of grass.

“No, it's alright.” The guard gestured to the pony alongside the wagon who had so far remained silent. “Who's your friend?”

Cargo grinned and turned to the unicorn next to his wagon. “This young bloke offered to help me unload today. And I said sure! Why the heck not?”

The guard stepped out of the way. “Well, You've certainly got enough to unload, just make sure he comes back with you!”

“Will do!” Cargo responded, already moving. The unicorn followed along side, still silent.

Cargo pulled his cart up around to the back of the palace and unhitched himself as a few of the palace staff trickled out.

“Howdy girls!” he called. Turning to the unicorn he continued, “Alrighty! Grab yourself a couple bags of stuff and follow one of these ladies inside.”

The unicorn levitated all the flour, oats and rice out of the wagon and proceeded inside. There were a few things the different races of ponies knew about each other and their natural traits, it was very uncommon to see a unicorn lifting their own body weight or more in their magic.

Cargo watched as the unicorn levitated over half the bags in his cart above his head and followed an equally awe stricken unicorn mare indoors. A few moments later, the collected himself and grinned. That unicorn must have been something similar to an earth pony body builder... what a lucky catch.

Once inside, the castle assistant eyed the unicorn several times before mustering up the courage for small talk.

“So... Cargo doesn't request help often, you must have made an impression. What's your name?”

“Winter, yours?”

“Bright Shimmer,” the mare beamed. “I'm surprised at how much you can carry, you must use your magic a lot!”

“Oh, I've practiced a fair amount. Unfortunately practice doesn't get you very far in life, otherwise I certainly wouldn't be here.” Winter said, doing his best to put a wistful inflection in his voice.

Bright Shimmer blushed and giggled nervously, but continued walking. Winter picked up the conversation, making small talk as they moved through the various store rooms within the castle. The mare latched onto everything he said, asking questions about Winter and taking every opportunity to tell him about herself.

She lived outside the castle on her own, had been in two relationships which both hadn't worked out. Her father had died in a work accident but her mother was finally seeing a new stallion. Bright Shimmer had two siblings, both sisters. Both of them were in relationships with other mares but Bright preferred stallions. There was something about those strong magical types...

Winter was beginning to get uncomfortable with the influx of information. He also felt like Bright Shimmer’s constant glances and blushing was rather unprofessional. It was hard to be sure, but Winter thought he caught her looking at his rear a couple times when he was organizing the bags into their respective places.

Depositing his last bag of rice, he felt the mare sidle up and push him against the wall. Now, Winter had been trained in hoof to hoof fighting and knew how to get himself out of a bind. But the combination of it being a mare doing the assaulting, as well as the lust filled kiss she planted firmly on his own mouth, completely derailed his train of thought. His mind reeled as she pushed him onto the bags littering the floor and continued her attack on his face.

When she began to run her hooves up and down his body, his mind kicked into overdrive as he finally realized the dangerous situation he had fallen into. It was a good thing too as his own rebellious body began working against him. A plan formulated in his mind and he put it into action when the mare finally pulled back from his mouth for breath.

He gathered her groping hooves firmly with one of his own, and stopped her from continuing her oral advances with his other. A shadow of doubt filled her half lidded eyes and she began to draw back. He shushed her before she could speak.

“Hey, you said you live outside the palace right?” He asked quietly.

“Yea...” She responded just as quietly, relaxing into his grip.

“I'll tell you what,” Winter said, releasing her hooves and drawing her close. “I actually came to see if I could meet my sister who works here in the palace. The guards aren't too keen on servants having visitors it seems. I've not had much luck.” Winter paused and drew a hoof down her back and rested it on her firm backside. He rubbed slightly, causing her to wriggle and push back.

“If you wouldn't mind helping me find her,” Winter continued, looking into her eyes. “I'd like nothing more than to come spend an evening with you at your house.”

“Mmmm, I'd like that,” Bright Shimmer murmured.

“It would be much better than laying in a castle storeroom wouldn't it?”

Bright Shimmer contemplated his question for a minute, glancing down Winter's chest as she did so. But it wasn't until they heard banging along the corridor outside that she jumped up with a hiss.

“Alright, what's your sister's name?” She whispered hurriedly.

“Pearly Chordette, she's new.” Winter whispered back as he got up.

Bright Shimmer gestured for Winter to follow her. “Thank you for your help, Winter! You certainly made Cargo's trip easy today.” She said loudly, stepping out into the corridor. “Comon, let's get another load.”

They encountered two mares who were pulling small trolleys down the corridor, it seemed they were the ones making all of the noise. The mares held a bag between them as they helped each other unload their trolleys filled with stuffs from Cargo's cart.

When they had left them behind, Bright Shimmer pulled Winter down a different corridor, away from the entrance Cargo was at.

“I don't know any Pearly Chordette,” She said to Winter, setting a brisk pace deeper into the castle. “And I know almost every pony working in the kitchens or on cleanup. So I'm assuming she's gotten into the upper ranking staff for King Sombra and his cabinet. Do you know where she was placed?”

Winter shook his head and Bright Shimmer snorted in irritation. “Fine, well, we can go talk to Creamy, she interacts with those workers and would know if they have a new member.”

It took them a few moments to find Creamy, a large earth pony mare who was currently working in the kitchens alongside a very noisy head cook he didn’t catch the name of. A few minutes later they were heading further up into the castle, Bright Shimmer leading Winter through a number of confusing secret passages and private corridors. Once or twice they scurried across elaborate crystalworked hallways; the walls lined with expensive tapestries or painted glass windows and the carpets so plush that Winter thought he would feel more comfortable than a king sleeping on them.

Finally they entered a small community lounge obviously designed for servants to await the beck and call of royalty. A few ponies were lounging around or napping. Bright Shimmer quietly approached and began interrogating a few while Winter hung back near the edge of the room. After a few minutes and a couple ponies, she walked back to him.

“It seems Miss Pearly is out serving King Sombra and his officials in a meeting. She should be done with her rounds and back here soon if you’d like to wait.”

“Thank you,” Winter said, sitting down on one of the couches. Bright Shimmer joined him, but thankfully seemed content to sit with her hooves to herself.

It seemed he was waiting for hours, but a brief glance at a clock told Winter it had only been a few minutes. Cargo would be getting suspicious by now he was pretty sure. He might have to pull a couple more favors from Bright Shimmer if he wanted to keep everypony as friends. Hopefully Pearly would have some good news and they could set up a meeting time later.

Another minute passed, and another. Winter began to pace nervously. He didn’t have time for this waiting, but there was little else he could do. Glancing at Bright Shimmer, he noticed she was watching him pace. Sighing, he sat back down and forced his limbs to still.

“You act like you haven’t seen her in ages.” Bright observed

“I, well--”

Winter did not finish, at that moment a pale blue mare walked in from a door he had missed before. She carried a tray of refreshments on her back and wore a very familiar cloak. Winter stood up and she noticed him immediately.

She quickly laid the tray down on a coffee table and hurried over to him. “Winter, it’s good that you are here. I think that... Who is this?”

Bright Shimmer had sidled up to Winter without him noticing. It took him a moment to realize Pearly had set him up for an introduction, brilliant.

“Oh, um. Pearly, this this Bright Shimmer. Bright Shimmer, this is my sister, Pearly Chordette.”

The two mares exchanged a glance before Pearly spoke, “It is very nice to meet you Bright Shimmer, I’m surprised my brother latched onto you so quickly.”

“It was more like the other way around,” Winter muttered as Bright Shimmer blushed.

Pearly quirked an eyebrow. “Really? Well, a story for another time, I’ve got to get back to work but I would like a moment to chat with him if you don’t mind?” She asked, looking at Bright Shimmer.

Bright Shimmer looked grateful for the opportunity and quickly moved off. Pearly wasted no time in dragging Winter to a secluded couch and sitting him down.

“Alright, as I said I’m really glad you made it here now. We’ve got problems.” She paused, taking a breath as she collected her thoughts. Winter opened his mouth but quickly found it filled with a hoof.

“No, listen. We thought Sombra might have been planning something? Well, Luna was right. I didn’t hear much, but what I did doesn’t sound good at all.

“He has ten ponies in a meeting with him right now. Six of them seem to be observing or safeguarding ponies they were calling ‘elements’. They were referring to them as opposites of the Elements of Harmony that are wielded by our princesses. Disloyalty, Dishonesty, things like that. I’m not sure what he has planned, but he was talking about them not being ‘ready’ for the ‘heart’.” She stopped again, taking a deep breath and glancing across the room at the few servants lounging about. After a few moments, she looked back at Winter, who was still trying to digest the information.

“Okay, I heard him talking about replacing the Crystal Heart here in the palace when ‘the time was right’. The four other ponies were being briefed for, what I assume, will be spying missions to Vanhoover, Cloudsdale, Manehattan and Canterlot. They are to observe military force, pegasi, unicorn and earth pony percentages, weak points, general schedules and city habits... things like that.

“I didn’t get to keep listening, I was dismissed when a couple of guards ponies burst in on the meeting. They were saying something about possible intruders, which put me on edge. You didn’t do anything rash to get in here did you?”

Winter shook his head. “Not really. I mean, I came in with a supply wagon so they might be missing me since I was just hired help, but nothing that would lead back to you.”

The changeling cursed under it’s breath. “Okay, well, we need to split. I can get into the kitchens if you have a time when you can--”

A loud magical bell ring that permeated the air around them interrupted Pearly. Before either pony could react Bright Shimmer had bounded across the room.

“Ponyfeathers! That is probably for us!” She whispered urgently, glancing around at the others who had begun chatting loudly. “We’ve got to get you back to the storerooms, we can play this off if we hurry!”

“Okay let’s try the kitchens in exactly one week, in the afternoon just before dinner.” Winter said, turning to leave. Pearly nodded and quickly moved to her abandoned serving tray. Bright Shimmer urged Winter into a gallop towards the passage they had entered.

Before they made it five paces, a dozen guards clattered into the room and began blocking the exits.

“Everypony! I need you all to come to the center of the room and remain calm. Lieutenant, sweep these ponies for a changeling, we need to be thorough.”

Winter’s eyebrows shot up and he glanced at Pearly. She jerked her head in the direction of the exit but signaled him to wait with a hoof. They joined the small group of ponies gathering, but positioned themselves near the passageway. He kept an eye on Pearly, fervently trying to remember the way out of the palace.

Bright Shimmer appeared next to him again, taking advantage of the murmur from the ponies, she turned to him. “A changeling? Just keep quiet and we might make it through this safely.”

Winter bent down to her ear. “I’m making a break for it now, the changeling is with me. You can either run, help me out of here and I’ll go through with my promise; or you can stay here, not move and stay safe.”

“I... What?” Bright Shimmer whispered back incredulously.

“You heard--”

Winter was cut off as a unicorn stepped forward and began to charge his horn. The rest of the ponies grew silent as well as they watched the unicorn weave his spell. Out of the corner of his eye, he saw Pearly make her move.

With a bound she was on the unicorn. A hefty back hoof to his horn and it snapped, causing him to scream and drop to the floor. There was a moment of shocked silence before she screamed, “RUN”, and burst into green flames.

The guardsponies were on the morphing pony in an instant. Two remaining unicorns began erecting telekinetic barriers as the rest of them began to overpower the changeling. Winter wasted no time in blasting two of in front of the passage with his magic and bounding through, Bright Shimmer on his heels.

“Go!” He urged, pushing the mare past him as he turned back.

The changeling was putting up quite the fight. It had speared one with its horn and was currently flying near the ceiling as it pummeled a pegasus. However, just as Winter began to focus on the situation, a spear flew through the air and struck the changeling in the side.

It screamed and fell, crashing down on the pegasus. “Run!” The changeling yelled again hoarsely. Two guards turned and advanced on Winter as he saw the changeling bite the pegasus it had landed on in the neck. It did not take long for two more spears to find their way into the changeling’s neck.

Feeling helpless, he threw up a barrier and did as he was told. As soon as the guards had entered the room he felt some kind of dampener fall on the castle, preventing him from performing much more than basic telekinetics. Following Bright Shimmer back through the halls, he grit his teeth and focused on watching for more guards. Hopefully he would still be able to teleport out of the city once he exited the palace.

It didn’t take them long to make it back to the kitchens. Instead of making for the storerooms she led them to a nearby pantry. Before he could ask what she was doing, she hustled him inside and followed, locking the door behind them.

“There is a door to the outside here, it’s the quickest way to get off the palace grounds.”

She stepped past him and around a few shelves before coming to a small door. She opened it deftly with a hoof and stepped aside.

Winter hurried to exit, but she stopped him. “I don’t know who you really are, or what you’re doing here, but you were certainly nice enough to me that I think you deserve this.” She took a breath and gave a shaky laugh. “Don’t worry about that promise, I’m not sure I can handle somepony as exciting as you.”

Before Winter could speak, she pushed him out the door and closed it. He heard the lock click and then silence. He wasted no time in starting at the door... okay maybe a little bit. But he quickly put Bright Shimmer out of his mind and sprinted away into the city, thanking his lucky stars the palace wasn’t surrounded by walls.

It didn’t take him long to feel the damper lift from his magic and he wasted no time in porting to the hill he had first seen the city on with the changeling.