• Published 24th Sep 2013
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Noctis Pax - Earl Grey



Set over 1000 years in the past after Discord's defeat. Equestria struggles to rebuild after suffering the wrath of the Spirit of Chaos and tensions are running high between Celestia and Luna.

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Chapter 4: Character Building


Winter dragged himself out of the forest and into town. Ponies stared as he walked wearily up to the castle.

It wasn’t surprising that he wasn’t recognized right away, he had never been much for socializing even before Luna had transported him and many others into the forest all those years ago. Still, he was garnering enough attention to make him uncomfortable; after all, it wasn’t every day a random pony came into town from the Everfree.

There was not much trade with the rest of Equestria here, so far from Canterlot, but now and again a merchant would brave the shroud of the forest to see what he could find. It was becoming common knowledge to the recovering world that there was civilization here. Still, ponies spread throughout the forest by Luna had been here long enough to establish a decent trade and market system for themselves.

The town consisted of mostly small cabins situated circularly around the castle. There were only a few businesses located outside the walls. A blacksmith was set apart from the rest of the houses, the nearest building being a small bar where many of the ponies on the south side of town communed regularly. Within a stone’s throw of both was the main market where any and all goods were bought, sold, or bartered for among the ponies of the Everfree.

It was the old capital of Equestria, Luna had told them. However, the only thing left standing when they arrived was that castle, jutting out of the forest like a relic long forgotten. Luna identified it as being the home she and her sister used to live in, a long, long time ago. Now, it was a much needed centerpiece for the growing town. While it may not look like much, ponies were beginning to revitalize the dank hallways and bring life back into the walls. Already, just with their presence, it had become an awe inspiring sight and could, possibly soon, rival Canterlot.

Almost everypony here had grown up together from colts and fillies; under Luna’s guidance they had thrived and come to trust each other with their lives. Winter thought that, perhaps, he should spend more time with his fellow ponies. But those thoughts were trivial and unimportant right now. He needed to get to the castle and report to Luna what he had learned, and the bad news.


Winter ran into a hoof held to his chest. He blinked hazily up into the eyes of one of Luna’s thestrals. She had a slight grin on her face as she observed him. Funny, they were usually quite stoic when interacting with others on patrol.

“I... Princess Luna... Please.” He mumbled.

“Woah, slow down there champ! Equestrian, not gibberish,” the thestral laughed.

Winter blinked a couple times and shook his head. “I need to see Princess Luna right away.”

The mare waggled her eyebrows as she spoke. “Yes I’m sure you do, Winter.”

“Do I know you?”

She smirked. “Maybe.”

Winter gave her a quizzical look. “Well, do you know me?”

“Please,” the mare scoffed. “What kind of guard would I be if I didn’t know who you were? C’mon.” She offered a supportive body and directed him towards the castle.


Luna’s voice rang commandingly across the throne room. “Leave us,” she said, descending quickly from her throne.

The thestral bowed and glanced at Winter as she took her leave.

Winter smiled through his exhaustion as he looked upon his princess. She was certainly a sight to behold. From her demeanor alone he felt a calm wash over him, a confidence and trust that he found nowhere else. This was a leader he could follow anywhere, a leader he could lay his life at their hooves and feel confident they would not abuse it.

He sat back on his haunches as he bowed. Luna approached him quickly and pulled him out of his bow.

“Winter, what has happened?” she asked, her eyes searching his.

He took a moment to collect himself. “Sombra knew we were there somehow. I don’t think he knew from the start, and I think we gathered some good information. But...” Winter trailed off and closed his eyes. He took a deep breath and started again. “But I lost my partner, Pearly -the changeling- gave her life so I could make a run for it.”

Luna bit her lip and frowned, but she motioned for him to continue.

“I didn’t have much time to figure out what the changeling figured out. But, near as I can tell, Sombra is trying to come up with something opposite to the Elements of Harmony. He has six ponies gathered who seem to embody the elements in some shape or form, maybe oppositely? I am not sure. But, our changeling was certain Sombra had plans with these... these alter elements and the Crystal Heart. She overheard things about the heart ‘not being ready’ though.

“It also seems there are missions for there to be spies placed throughout Equestria’s cities. The Everfree Forest was not mentioned though, I know that much. But they are certainly gauging fighting strength and any mobilization. I wouldn’t be surprised if they are intending to make some kind of move on Equestria. It seems you were right about Sombra, Princess,” he finished tiredly.

Luna was silent for only a moment before nodding. “I am glad you made it back, of course, Winter; and we must discuss this matter further. But first, you need rest. I want you to go find yourself food and a bed. Return when you have recuperated.”

Getting to his feet Winter bowed again. With a smile Luna sent him on his way. “Oh,” she added, causing Winter to pause. “Please send the guard outside back in. The one who brought you in. If you will, I would appreciate if you waited for her to return and escort you to your rooms. You are very tired, it would be unbecoming to find yourself collapsed in a hallway somewhere.”

Winter tried not to stumble as he left. Once outside, he sent his escort into the throne room before dropping tiredly against the heavy oak doors.


“Well then,” Luna said, motioning for Scarlet to come closer, “It seems that things are just as I feared in the north.” The midnight blue alicorn sighed and dropped her regal pose. “This really couldn’t have come at a worse time.”

Scarlet prostrated herself by the throne, looking up at her princess. “Technically speaking, Equestria is at it’s weakest right now. It’s a sound tactic... If you don’t mind me saying, Princess.”

“No no, you’re right.” Luna sighed again. “I had hoped for a little more time though. I don’t quite have a concrete counter strategy in place yet. In the meantime, make sure your friend gets some rest, I know he’s far too proud to admit how exhausted he is, but his mission has obviously worn him out both physically and emotionally.”

Scarlet saluted, smiling mischievously, “You can count on me, Princess. I know how that idiot can be sometimes.” She turned to leave, but the princess called her attention. Luna was sitting up again and giving the thestral a searching glare.

“Judging by his reaction earlier, I take it that he hasn’t noticed your transformation yet. Do you plan to tell him?” Her expression was neutral, as if waiting for her response.

“Eventually, yes, but I was thinking about having a little fun with it for a while.” Scarlet had begun to grin, but she suppressed it. “Of course, if that’s okay with you, that is.”

The princess laughed loudly, “Oh, laughter really is the best medicine. By all means, have your fun, I doubt even I would be able to resist if I were in your position.”

Scarlet saluted one last time and galloped the length of the throne room, her leathery wings quivering with excitement.

Luna watched her go and the mirth fell from her face, the looming threat of King Sombra returned full force to her mind. She needed a plan and fast.

“Scarlet, wait a moment,” she called. A plan was already forming in her mind.

The thestral paused, then turned and approached her princess when she remained silent.

“Yes, your majesty?”

Luna opened her mouth, but it took her a moment to organize her thoughts. “If... How would you feel undertaking a mission with Winter? It would likely be covert and very dangerous.”

Scarlet blinked a few times. “What... you mean like, a date?”

“I... What?” Luna glanced at her quizzically. “No it...” She trailed off, eyeing her newest thestral with suspicion.

Luna began again, her tone serious. “Scarlet you will spend the next day or so deciding upon this. I shall endeavour to formulate a plan that you will follow when I summon you again.”

“If I say no, will Winter still be leaving?” Scarlet asked after a moment.

“It is very likely.”

Scarlet sighed theatrically, her eyes closed. “I suppose I’ll have to, won’t I? That idiot can’t even finish one mission without collapsing.”

“You can always stay here and patrol the gardens,” Luna quipped.


The muffled voices from inside the throne room had stopped and the loud echoing hoofsteps of the thestral guard could be heard steadily approaching. When the door opened, Winter stepped back to make it seem like he wasn’t eavesdropping, or indeed what he was actually doing, leaning on the door for support.

The thestral emerged from the throne room and stared at him, her look was unplaceable. Winter looked away and tried to find something else to think about. He was unsuccessful, just plain old wall as far as the eye could see.

“C’mon, you’re with me. Need to get you rested.”

Winter shrugged dismissively, “I don’t need you for that, I can get home all by myself.” As if to prove a point, he began a slow, but nonetheless wobbly, walk down the corridor. He could hear chuckling behind him as he made his slow bid for freedom.

“Well that’s all fine and good, and I’d like nothing more than to let you walk to your room all by your lonesome, but orders are orders, you know?” He felt a cold, metal shoe resting on his shoulder, but it didn’t feel very much like a comforting gesture. He soon found himself being
steered down the corridor by the thestral who was stronger than her wiry frame gave credit to.

After fighting with what little strength he had left (and losing) Winter found himself leaning on the thestral just to stay upright. It didn’t even come with the guilty pleasure of being up against a nice, warm mare. Her flank was clad almost entirely in armour. It was cold, hard and even pointy in places. ‘This is so embarrassing. I can’t remember feeling so pathetic.’

The pair made their way through the castle, following Winter’s directions, until finally they came to a nondescript door set in a plain corridor of endless grey.

“It’s a wonder you can find your way here all the time. There’s no way I could pick this door out of any other in this labyrinth.”

Winter smirked, “Maybe I’m just smarter than you are.” He laughed mirthlessly, only to find himself falling unceremoniously to the floor. The thestral had stepped away without him being ready to catch himself.

The thestral kicked open the door and looked down at him with a fake smile. “Well then, you can use that big ol’ brain of yours to figure out how you’re gonna get into your bed from the floor, I’ve done my job.” With that, the thestral walked away, whistling a cheery tune.

“Okay… I deserved that,” Winter mumbled to himself. His muscles ached and burned but he didn’t really have much of a choice anymore. He slowly crawled into his room and kicked the door closed behind him. He’d rather not have anyone looking in at him right now. With a herculean effort, or so it seemed to him, he managed to pull himself onto the small bed, where he fussed around with the blankets until he could get them over himself.

After how much luck he’d been having today, he half expected to find himself painfully awake, but it seemed he really had expended all of his energy. He fell asleep almost instantly. While he did acknowledge the thestral closing his door, he would not remember it when he woke.


Sleep, Scarlet realized, was something that she was quickly having a hard time accomplishing at night. Or, was it just because she was stuck waiting for Winter to wake up? Either way, she was bored and quite frustratingly, not tired.

Winter had been in bed for the past... What? Sixteen hours? She had tried to sleep some herself, but six hours was really pushing it for a nap, especially after having gotten a full day of sleep. It didn’t help that a niggling feeling had arisen in her stomach once again. One, she knew now, wouldn’t be satisfied by a mere salad.

Maybe she should go find some food? Or, maybe she should wait for Winter, that way she wouldn’t have to sit and watch him eat. Or maybe she should eat him.

Scarlet banged her head against the wall. Where the hell did that come from? Why had Luna made her do this again? Ugh, missions schmissions, this was boring! Whatever, surely he had enough rest by now?

Unable to wait any longer, Scarlet pushed the door to Winter’s room open quietly. It was then she realized how dark it was in the hallway. No light poured into the room and onto the bed, reminding her that she was getting used to transitioning between her new eyelids much easier than she anticipated.

She crept closer, trying to decide if waking him was a good thing or not. She froze as she watched a hoof move up and rub the muzzle sticking out of the blankets. Then, the unicorn rolled over with a soft sigh and continued breathing slowly.

He was awake, or near enough. Drifting in that pleasant state of comfortable dozing that Scarlet knew all too well. She grinned wickedly. Well, since he was already “awake”, she might as well haul him off to eat with her!

She took to the air, marveling at the lack of rustling from her leathery wings. Positioning herself over the bed, she closed her wings.

“HIYAAA!” She cried, dropping all four hooves around the unicorn. Pinning him under his sheets.

Winter jerked violently, trying to remove his blankets while still half asleep. He tried to shout something, but even Scarlet couldn’t make out what it was. She giggled mischievously and jumped off the bed.

“Get up, Winter,” she snickered. “It’s lunch time!”

She trotted out of the bedroom and stood in the corridor outside. He would get up, at the very least to tell her he wasn’t coming. Winter always had been odd with his manners even back when they were kids. If memory paid off, he would be out in three. Two. One...

The door banged open. A rather bedraggled Winter leaned out and hissed, “It’s after midnight, are you insane?”

Scarlet laughed. “You’ve been asleep longer than a bear in hibernation! It’s time to get some food!”

Winter narrowed his eyes at her. Then, he opened his mouth to protest, but a low rumble from his stomach spoke for the both of them.

“Fine,” he groused. “Give me a second.”

Winter disappeared back into his room. Scarlet smirked, the grumpy unicorn hadn’t changed one bit.

Scarlet bounced on her hooves as she waited for him to return. She was not disappointed with his timing, barely a minute passed before he reopened the door and stepped out. It seemed he had straightened his mane and put on saddlebags. Scarlet wondered what were in them, they didn’t look that full.

“Alright, lets go,” he said, still not fully awake.

“I hear there’s a new grill house for bat ponies here in town!” Scarlet said excitedly. “I bet they serve salad too though.”

Winter grimaced in her direction. “The palace food not good enough for you?”

Scarlet scowled. “Pfft, of course not. They never give you the good stuff when you just walk into the kitchens. Trust me, I know.”

Winter was silent for a little. They exited the palace and passed through the gates. Another minute passed as they walked deeper into town. Then, he asked, “You got bits for this?”

Scarlet cast an appraising look back at her armored flank, then turned to stare dramatically at Winter’s saddlebags. “Nope!”

“I guess we don’t have to pay to eat here then?”

“No it’s not free. At least, I don’t think it is,” Scarlet mused. “Pretty sure they’re a private business. Still run by a couple of bat p-, thestrals, though...” Winter raised an eyebrow and she clarified, “well, old thestrals... But, it’s alright, I brought you along for a reason you know.”

Winter let out an exasperated breath. “You sure remind me of somepony I used to know.”

“Oh?”

“Yep.”

Scarlet waited for him to expound, but he said nothing. She jumped in front of him. “Who? Who? Tell me!”

Winter continued walking, ignoring her pleas. Scarlet finally fell back into step beside him with a pout.

“You’d make a terrible friend, you know that?” she quipped. “I bet that somepony left once they figured that out huh?”

She laughed as Winter slouched and grunted. She had missed this, had forgotten how easy it was to push his buttons, and how fun it was. Emboldened by her hidden identity, she pounced in front of him again.

“It wasn’t a special somepony was it?” she said in mock horror.

Winter stopped and narrowed his eyes at her. “You know for somepony supposed to be in the guard, you act more flippant than a little filly.”

Scarlet scoffed. “Pfft, fine, I can be stoic. Here, watch!”

She marched over and stood slightly to the right, and behind Winter. Then stomped after him once he started moving again, eliciting an eyeroll from the stallion. They continued walking for quite a while, Scarlet not once deviating from her position. She almost let out a snicker at his lost pace, but she managed to hold it in.

It wasn’t until Winter finally stopped at the edge of town that he turned and looked back at her. “So where was this place you wanted to eat?”

“Back near the palace, sir,” she replied stoically, not looking at him.

Winter groaned. “You’ve got to be kidding. Why did you just let us walk all the way out here?”

“I was just doing my job, sir. Being a boring, stoic and completely unhelpful guard. Just like you asked.”

“You’re impossible,” he grumbled. “Fine, take us back, and you can stop stomping around.”

“Yay!” Scarlet cheered. “You know just how to make a lady feel happy again!” She caught Winter up in a bear hug, squeezing him against her armor.

“You definitely remind me of somepony,” he gasped.


They had finally made it to the restaurant. It was filled mostly with bat ponies eating various types of cooked meat, maybe fruit or a salad here and there. The lighting and mood was dark, but Winter had expected that, at least it wasn’t oppressive or sinister. Still, what surprised him the most was all the smoke. He supposed that was what happened when you grilled something, but it was such an unusual atmosphere for a pony who didn’t eat meat.

Which brought him to the smell... It was certainly a unique odor. He had expected to smell blood, raw flesh, or something equally foul. But, the scents of thyme, sage, parsley and other unidentifiable odors wafted through his nostrils, making his stomach growl expectantly. While he could identify some of the herbs used in the cooking, his mind was telling him there was something off. Indeed, when he observed a waitress carrying out a meal, he saw an unusual gastrique dousing a steak with the blackened herbs on top.

Still, despite that uniqueness, it was not appetizing to the unicorn. He felt his stomach clench uncomfortably as his nose identified traces of things it was interested in. But then, what his eyes saw quickly changed his mind about how hungry he really was. He couldn’t decide if he wanted to get up and leave, or actually--.

A nearby voice broke him out of his reverie. “... And then Princess Luna fed me chicken for the first time! Can you believe it? The princess, feeding me! And oooh Celestia was it good!” Scarlet waved her hooves wildly in gesticulation.

Winter ignored her, instead looking towards the kitchen. “They sure are taking forever to get us our food.”

“Well duh, they’ve gotta cook it first!”

“They don’t need to cook my salad.”

Scarlet smirked. “Maybe they are waiting to bring it out at once. They probably realize you wouldn’t have the self control to wait ‘till the mare got her food.”

Looking at her again, Winter examined her face. Bat ponies were all the same to him; he didn’t know where to start in picking out defining features. None of the telltale signs of what he would look for in a normal pony were there. Once again, his mind grasped at the unlikely before he could shove it away.

Saying nothing, Winter sat back and waited for the cooks to bring out their meal. Scarlet rambled on, telling him every detail of her past week. It must be pretty exciting for her, it wasn’t hard for him to tell she had been newly integrated into the world of “thestrals”. Still, she could have at least told him about things she had done before the event.

Finally the food was brought out. Winter watched in horrified fascination as a steak was placed in front of the mare, almost missing his own salad being placed in front of his muzzle. He knew enough about the wildlife in the Everfree to know there was plenty of non-sentient life there... But who knew where this meat came from?

For her part, Scarlet stared at the steak in nearly the same manner. Had it only been... a week-ish since she would have gagged at this? Right now, her taste buds were watering from just the smell wafting through her nostrils. She knew it would taste good, she knew her body would like it. But, the rest of her mind wasn’t in agreement.

She pushed the plate back slightly and brought a hoof up to her mouth. Winter watched as she sat, clearly conflicted, starting at the meat. He could see the hungry look in her eye, but at the same time, her body language told him she wasn’t so sure.

“You alright?” Winter asked gently.

Scarlet glanced up at him and gave a nervous chuckle. She pulled the plate back towards her and picked up a knife. “Yea... I’m... I’m good.” She gave another half hearted laugh. “It’s still new, ya know?”

Winter snorted. “No, I don’t think I do. My body isn’t agreeing with these smells, at least you are comfortable here.”

“I...” Scarlet glanced around. “I’ve not eaten any meat since my first day with Princess Luna. I’ve been too afraid to come here on my own.” She looked back at Winter. “Thank you for coming. We can leave as soon as we’re done.”

Invigorated by her own words, Scarlet dug into her food. Winter watched as she groaned around her food, her eyes rolling back in her head.

“It’s so good! Ugh! It feels so weird, and wrong... But I love it!” she said around the meat.

A grumble from Winter’s stomach made him tear his eyes away from the bat pony and focus on his own food. He dug in quickly, as hungry as he was, bat ponies eating meat all around him wasn’t enough to put him off. Not this time, not with a mound of edible greens taunting him with the knowledge that he hadn’t eaten for the past day.

They ate in silence. Well, relatively, Scarlet was rather noisy. But, it didn’t take them long to both devour their meals and Winter to pay the bill. They wasted no time sitting at their table, quickly taking their leave of the smoky atmosphere.

For his part, Winter was feeling pretty good. Despite the odd smells, his stomach had received the salad readily and was now pleasantly full. He was still tired, but he had enough energy to stay up if he took it easy.

Heading back, they passed a few patrols of night guards, but otherwise the streets were as dead as they had been an hour ago. There were no lights on the street, but the moon still shone bright enough for even Winter to see. He estimated it was still a few hours until dawn. Luna would still be awake, now would be a good time to go discuss his report, if she was available.

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