• Published 29th Sep 2013
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Midnight Star: The Frozen Empire - Nebula Star

Midnight Star was given a second chance to be happy without the horrors of her memories; but those memories were never truly gone. They are only the beggining of her struggles however, Equestria is about to face a new threat; The Frozen Empire

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Chapter 15: Impending Battle

Midnight Star: The Frozen Empire
By Nebula Star

Part 2: To Build an Army
Chapter 15: Impending Battle

Midnight watched as the Changelings settled into a field a little apart from the rest of the army. They'd received word a short while ago that the changelings had been spotted approaching and Midnight had decided it would be best if she, as well as some of the captains, be there to greet them. Shining Armor had understandably elected to stay behind and take care of any issues that may arise, but Captains Valor and Crimson stood nearby as well as several lieutenants and four members of her guard.

It wasn't long before she spotted Chrysalis and several other changelings, likely her own royal guard, approaching while the rest of the changelings began to make camp. Midnight noticed several of the lieutenants shifting in obvious unease as they watched the approaching queen.

Word had been spread throughout the army the evening before that the changelings had joined their side, but Midnight wasn't so naive that she would believe everypony would just accept them as allies just because Midnight said they were. She knew there were many in Equestria's army that may have been in Canterlot during the changeling attack or known somepony who was. There was bound to be some problems with this alliance.

Where the changelings were settling was set apart from the rest of the army to create buffer between them that could be easily watched. Anypony caught crossing the space between without reason would be subject to disciplinary action to be decided by the captain over their division. Midnight just hoped such actions wouldn't be necessary. At the very least she hoped that no officers were foolish enough to cause trouble.

She was worried about Shining Armor in particular; she would likely be meeting with Chrysalis often in the immediate future and she couldn't afford to be sending him away every time. Crimson and Valor were both good captains, but Shining Armor had more experience than either of them. In fact Midnight knew that Shining had had a hoof in training Valor, and she believed he may have trained Crimson as well.

She sighed softly, pushing the matter to the back of her mind. At least Crimson and Valor seemed at ease.

The changeling queen and her contingent landed a short ways off and Chrysalis as well as two of her guard, if that was what they were, crossed the remaining distance to where Midnight Crimson and Valor stood.

“Welcome back, Queen Chrysalis,” Midnight said in greeting, giving a respectful bow appropriate for addressing another nation's monarch. “This is Captain Crimson Flare, and Captain Valor Spellbound; the ranking captains of the Royal Guard under Shining Armor,” she went on gesturing to each in turn. She was glad to see them bow respectfully as well when introduced.

Chrysalis nodded to each of them impatiently, not seeming to care about introductions. “I trust you've informed your ponies of our alliance?”

Midnight nodded. “Yes, everypony has been informed. There are understandably those who don't like it, but that's unavoidable.” She gestured to the space between the camps. “I'm having the dividing field watched and anypony caught crossing it without reason will be disciplined. But if you have any trouble, please just send me word and I will have those responsible dealt with.”

“Very well,” Chrysalis agreed with a dismissive gesture.

“I will also inform you if any of your changelings cause any problems, but somehow I don't think that will be an issue.” She smiled showing she was very aware that the ponies of Equestria were more likely to hold a grudge against the changelings than vice versa.

She snorted. “My army is far more disciplined than that. They won't cause trouble.”

“Good, then I'll let you have some time to get your camp organized. Later I'd like to meet with you and the captains to discuss how your changelings can aid the battle. As I told you before, what we'll likely need most is help against the windigos; but you know your changelings' abilities better than anyone, so I'd like to hear what you think once we bring you up to date on our preparations so far.”

“Very well, but I am not coming alone. Shining Armor was glaring daggers at me the entire time when we met last night.” She said sounding slightly annoyed.

Midnight grinned. “You have to admit, he does have good reason.”

“Perhaps, but all the more reason for me to be careful.”

She nodded understandingly. “Of course, you can bring your personal guard. The stars know mine never let me out of their sight.”

“That will be acceptable,” Chrysalis said dully.

“We'll plan on meeting in two hours then,” Midnight told her.

She nodded turning to go.

“Queen Chrysalis,” Crimson said stepping forward before she could.

“What is it?” She demanded sounding annoyed.

Crimson didn't let it bother him. “I can't speak for all the captains or other officers, but I for one am glad that you have chosen to grant us your aid,” he said with sincerity and beside him Valor nodded in agreement.

Chrysalis seemed slightly taken back, she looked at him curiously. “Did you take part in the battle in Canterlot?”

He laughed. “That was not my finest hour. I was a captain of the city guard at the time, but I spent most the battle plastered to a wall after one of your changelings caught me off guard.”

She quirked an eyebrow. “And yet you're glad to have us by your side?”

“I'm not one to hold a grudge,” he said with a shrug. “Besides, I realized then that there were plenty of civilian ponies for you to capture, you didn't need to waste your effort trying to capture the guard unharmed, you could have just killed us. But you didn't, even when it would have been easier to be rid of a possible threat, you had your changelings capture us alive. You spared us, and I'm grateful for that.”

She turned away. “You ponies have quite the imaginations,” she said then took off, heading back toward the changelings' camp. Midnight smiled; despite implying that he was imagining things, Chrysalis hadn't actually denied his claims.


Hours later Midnight sat at her desk in her tent; her eyes were closed and she was rubbing her forehead with one hoof, trying to relieve the throbbing headache that the day had given her. The meeting with Chrysalis and the captains had gone well enough, but already there had been three separate incidents between ponies and changelings.

Two ponies had tried to cross the lines while a third, a civilian unicorn, had tried to take a shot at Chrysalis as she'd flown over on her way to the meeting. Her guards had blocked the spell easily, and Chrysalis had kept them in line so they didn't retaliate. Instead she'd simply reported the incident to Midnight as they had agreed, but it was still aggravating. She could only hope that such incidents would become less common once it was made clear that such behavior was unacceptable.

With the addition of the changelings, their army now numbered well over seven thousand, with nearly three thousand of them being magic users, either unicorns or changelings. For the first time since she'd arrived, things were looking hopeful, if only they could get along.

She sighed. The last thing they needed was strife in their own camp to strengthen the windigos further, but at the same time they needed the strength of the changeling army. The volunteer forces from all major cities were accounted for now, save for the Crystal Empire. They couldn't count on any more significant increase to their numbers, and even with the changelings on their side it was going to be a difficult battle.

Not for the first time she wondered if she could possibly tip the balance in their favor herself. She was the second most powerful alicorn known, and she was no stranger to combat. If she were to fight herself, she may be able to turn the tide. She knew it wasn't a good idea for a general to risk herself in such a way, but she wasn't even really leading the army, the captains were...

With a shake of her head she pushed the thought away and decided she needed to focus on something else. Levitating a small crate from the corner, she took out one of the thirty or so identical headbands it contained. She could probably make enough enchantments for one or two more squadrons of pegasi without tiring herself to much.

Focusing her magic, she began to cast the enchantments. For a time she let herself only think about the magic, one headband after another. Each one she made, after all, was one more slight advantage that their enemy wouldn't expect.

She was rightfully proud of the enchantments. If they did win the coming battle, Midnight looked forward to seeing how her invention would change Equestria. Giving earth ponies and pegasi the convenience of a levitation spell, and that was only the beginning. Already she had thought of numerous other spells she took for granted that would make life easier for everypony. She just hoped they'd get there.

Time always seemed to fly by when she was working with magic, so she was surprised when she finally took a break and saw it was late evening. She hadn't even stopped for dinner. Getting up to stretch, she tallied up the headbands she'd completed, and was glad to see she'd done more than enough for two squadrons. But as nice as it had been to relax for a time, she knew there were other things she needed to do.


Midnight looked up to see Shining standing in the door of her tent. “Perfect timing, I was about to come find you.”

He smiled and entered the tent. “I wanted to report that the last of the volunteers have been equipped and assigned to squads, but I'm afraid that as far as combat goes they're just about all going to be novices at best. Most will barely know how to properly wield their weapons, let alone wield them with any skill.”

She sighed. “It can't be helped, that's why we planned to keep them in reserve after all.”

He nodded. “Otherwise preparations are continuing as well as can be expected.”

“Anything I need to be aware of?”

“Just a few minor things,” he told her then went on to report on what had occurred in her absence. Most were typical issues that she shouldn't even need to deal with. Thankfully Shining had already dealt with almost all of them himself, though he still reported on anything he deemed important enough so that she would be aware of what decisions had been made.

“Finally, several of the captains have expressed concerns about our alliance with the changelings.” He concluded some time later.

Only half paying attention by this point, it took Midnight a moment to register what Shining had said. “Shining, I don't want to hear it. There's hardly a captain in the guard that can't be considered prejudice, yourself included, Crimson and Valor are the only exceptions,” she told him letting her annoyance show. “Crimson brought up a good point this morning, and that's that the changelings didn't kill a single member of the guard when they attack Canterlot.”

“That's true...” Shining admitted reluctantly. Having been the ranking captain at the time he was well aware of that fact.

“They had plenty of ponies to enslave without the guard. Don't you think it would have been easier for them to just be rid of the guard instead of sparing them?”

He shifted his stance slightly, but whatever he may have said was cut off when the tent door burst open and Rainbow Dash skidded to a halt just inside.

Midnight raised an eyebrow at her entrance. “What is it Rainbow?” She asked. In truth she was glad for the interruption. She didn't really think she'd be able to convince Shining.

Rainbow grinned seeming excited. “One of my Wonderbolts that was patrolling the southern border just flew in. Princess Celestia and Luna have returned. They're heading this way with their guard.”

Midnight closed her eyes and sighed as such a sense of relief washed over her. They'd made it back in time after all. “Thank...” She broke off and then laughed as she realized what she was about to say. “You know what, I will thank Celestia once she's taken the burden of leadership off my shoulders...”

Rainbow grinned understandingly. “You've done well Midnight. But I hear ya.”

“They may want you to continue to serve as general,” Shining warned.

“As long as I'm not the one in charge, I'll gladly do what I can to help.” She turned back to Rainbow. “How long before they arrive?”

“About ten minutes at most.”

“Excellent, Rainbow, why don't you go meet them yourself and show them here. I imagine they'll want to talk to me, especially if they've been told about Twilight's injuries.”

Rainbow saluted. “You've got it, general!” She said and then dashed out the door again.

Midnight smiled and took a deep breath. “I think, that we may just stand a chance now.”


Celestia surveyed the camp they were approaching as Captain Rainbow Dash led the way, Luna flying effortlessly by her side and several members of each of their personal guard trailing behind. They'd been told the basics of what Twilight had set in motion, but seeing nearly the entire guard gathered in one place along with an even greater number of civilian volunteers all preparing for battle still made Celestia's stomach turn.

When they'd set out it had been to investigate a simple break in communications with their neighbors, she hadn't been expecting war. She trusted Twilight completely, and always had; but she still worried whether Twilight had considered all other options before resorting to such drastic measures. Of course she had to admit, if it was indeed the Frozen Empire, then Twilight had likely made the right choice. She knew all too well how little interest the Frozen Empire had in peaceful relations. She'd sent plenty of envoys to them over the centuries, envoys that had not returned.

Probably her greatest concern was that Twilight had apparently put her own adopted daughter in command, naming her as general of the guard. Celestia knew Midnight fairly well of course, but that was why she was worried. She knew Midnight wasn't a war-time leader. She wondered how the unicorn was handling the situation.

With a deep breath she pushed her thoughts aside as they reached the camp. It seemed to be divided into four sections, she saw as they passed overhead. The largest was the civilian camp, though the guard camp was nearly as large. Then there were the zebra. Considering the circumstances, Celestia was glad to see they were willing to aid in the coming battle. The fourth camp was off to the east, somewhat separate from the others, but she couldn't make out who they were.

As large as the camp was, it wasn't near the size of the armies she'd commanded during the griffon wars. Regardless, it was still an impressive sight.

As she surveyed the camp, something odd caught her eye. It was one of the many training circles spread throughout the camp where two ponies were dueling with practice swords. One was a unicorn she knew as one of the drill masters of the Royal Guard; the other a pegasus wearing armor that showed her to be one of the Wonderbolts, though not one Celestia was familiar with. What caught her attention however was that both combatants seemed to be levitating their practice swords. Her eyes widened slightly as she caught another small detail: there was something glowing with magic across the pegasus's forehead.

“Is that pegasus levitating her sword?” Luna echoed Celestia's own thoughts softly enough so that only she would hear.

“It appears so,” Celestia said just as softly as Rainbow began to descend toward a large tent just down the hill from what appeared to be the command tent. She landed and turned back to the princesses as they landed as well. The guards outside the tent all bowed respectfully until Celestia absently gestured for them to rise while her attention was on Rainbow Dash.

“Midnight figured you'd want to speak with her before meeting with the rest of the captains,” Rainbow explained.

Celestia nodded and gestured for her guard to remain outside as Rainbow stepped past the guards, entering the tent. “Midnight, the princesses have arrived,” she announced holding the door for Celestia and Luna to enter.

It was a typical commander's tent, one that would usually be used by the ranking Captain since the guard hadn't had a general in centuries. As she entered, Celestia saw that Midnight was not alone; Shining Armor was by her side. Both rose to their hooves however as the Princesses entered and bowed deeply.

“Princesses, you have no idea how glad I am to see you,” Midnight said as she nearly touched her snout to the floor in her bow.

She had wings.

This revelation was such a shock that, for a moment, Celestia just stared at her while Midnight and Shining Armor continued to bow. Finally though, she came back to herself and gestured for them to rise. “It seems there's been one shock after another waiting for us since we returned to Equestria. Midnight Star, when did you ascend?”

Midnight smiled, “The day before you sent Twilight to the zebra homeland. We had planned on telling you and then making a public announcement, but...” she gestured vaguely to what was going on around them.

“I see,” Celestia said letting a little annoyance into her voice. She would have preferred for Twilight to tell her about something like her daughter ascending right away.

“I think mom didn't want to distract you while you were on a diplomatic mission,” Midnight offered.

She sighed. “I suppose it doesn't really matter now. What I'd like to know, however, is why we returned to Equestria to find an army raised and that Twilight has declared us at war with the Frozen Empire. What exactly has been happening in our absence, Midnight Star?”

“Of course,” Midnight said with a nod and gestured to several large cushions set off to one side that she'd had brought in for this very reason. “Why don't we sit down, there's a lot to go over.”

Celestia nodded and turned to Rainbow Dash. “In the meantime, captain, I would like for you to gather all other captains to the command tent. I will need to speak with them when we are done here."

Rainbow saluted. “I'm on it, princess,” she said and set out immediately on the task.

Once she had gone, Celestia stepped over to one of the cushions and sat down waiting for the others to do the same. “Now, why don't you tell us what exactly has transpired in our absence?”


By the time Midnight had finished updating the princesses on everything that had occurred since they had left for Saddle Arabia, it was already late evening.

“Twilight was right to act,” Celestia reluctantly admitted having listened carefully to everything Midnight had said. “Though I do think an attempt should be made to negotiate with the Frozen Empire.”

“It's your choice of course, princess. But personally, I think they made their intentions clear when they tried to ambush Twilight,” Midnight told her.

“Perhaps, but the attempt should still be made.”

“Sister, you know what they've done to envoys in the past. If we must try to negotiate, let us take precautions at least,” Luna interjected.

She nodded. “Of course.”

“Anyway, now that you're here, command is yours. And frankly I'm glad to be rid of it,” Midnight said with a weak smile. Having grown up as Twilight's daughter, she'd always been much more at ease around the Princesses. Even Celestia and Luna.

Celestia smiled back understandingly. “You didn't find it to your liking?” She asked with a grin. “I have to admit, when I first heard that Twilight had put you in command here, I was quite surprised. Once I saw that you'd become an alicorn it made much more sense, though. Twilight is well aware of Equestria's predisposition to look to alicorns for leadership.”

“Lucky me,” Midnight groaned. “I've often wished in the last few days that I could have waited another couple weeks... but that wasn't an option.”

“So what did happen that caused your ascension?” Celestia asked, glad to take a moment for what she assumed would be a more pleasant topic.

To her surprise, Midnight winced. “My memories came back,” she said simply.

“Your memories?”

“From before.”

Celestia didn't understand at first but then Luna tensed next to her. Midnight noticed as well and nodded sadly. “Yeah. Those memories.”

Then Celestia understood. “You mean...”

“I remember everything, my life before Twilight brought me here, betraying her, attacking her friends as well as both of you, everything...” She lowered her eyes to the floor. “I'm sorry.”

For a moment the Princesses were silent, and Midnight found herself studying the floor waiting for their response. Finally Luna spoke up. “I don't understand, how could regaining such horrible memories have caused you to ascend?”

It was a far better reaction than she had expected.

Midnight looked up with a hesitant smile. “When the memories came back, I remembered what my life had been like without harmony. It made me realize how important that harmony is to me now; and I knew I'd do anything to hold onto and protect it. Like I told mom, I had to choose between harmony and chaos. I chose harmony.”

Celestia slowly smiled. “That makes sense.”

“In any case I wanted to apologize for what I did back then,” Midnight said smiling more confidently than before. She'd been worried how the princesses may react to the news ever since she'd ascended. She was glad they were taking it better than she had feared.

“You are forgiven, Midnight,” Luna said with a gentle smile.

“Yes, it is clear you have become a far different mare than you were back then. You have my forgiveness as well,” Celestia told her, smiling as well. “I know that it can't be easy having those memories back, being who you are now.”

Midnight nodded sadly. “I have a lot to make up for...”

Celestia smiled understandingly. “Try not to dwell on the past, Midnight. Such memories as yours could change a pony. Learn what you can from them, but always try to remember who you are now.”

She slowly smiled. “Thanks, princess.”

“In any case, now that you're an alicorn...”

“I'm not going to be a princess!”

Midnight's outburst surprised both the Princesses, then Luna raised a hoof to hide a grin as she tried to suppress a laugh while Celestia just raised an eyebrow unable to keep from smiling herself.

“I already told mom, I don't care that I'm an alicorn, I am not going to be a princess,” Midnight insisted. “I didn't even want to be general! If I had known I would have put a stop to that as well, but mom didn't even tell me she was going to. By the time I found out, it was already too late!”

Celestia laughed softly. “Very well Midnight, since you're so adamant about it.”

Midnight blushed. “Sorry.”

“It's quite alright, Midnight. As for your position as general, I think it will be for the best if you continue to serve as such for now. Completely removing you from the chain of command at this point could cause a disruption we probably can't afford.”

She sighed. “Alright...”

Just then they all heard a slight commotion from outside that made them all look toward the door. It died down quickly though and a moment later the door opened.

“General Midnight, I thought you had informed all your guard to let me pass,” Queen Chrysalis said sounding annoyed as she stepped into the tent.

“YOU!” Celestia exclaimed and Midnight's eyes widened, realizing she should have mentioned the presence of Crysalis and the changelings. Celestia looked ready to strike and Luna didn't seem far behind. Midnight knew she had to intervene. Releasing the magic flows into her mane and tail, she let them transform, then took control of the magic in a technique she had observed once long ago. A technique she'd never tried herself until now.

Her ethereal mane seemed to take on a life of its own as it thrust forward creating an almost-black star-field barrier between the Princesses and the changeling queen. This all happened in the time it took Chrysalis to turn, and her eyes to widen as she recognized Celestia. Then they both looked at the star-field surprised as it pressed against their chests, gently holding them back.

Celestia looked toward Midnight stunned. She's seen such a technique before of course, after all it was hard to forget your own sister trying to kill you.

“Celestia, Luna, relax! Queen Chrysalis is here under my protection!” Midnight said quickly, then added when they turned to her surprised. “She's here to help.”

Celestia's eyes narrowed. “Midnight, do you even know who she is?”

Midnight sighed heavily but let her mane retract and return to normal. “Of course I do. In fact I probably know Chrysalis far better than you.” She looked Celestia in the eye. “You didn't even know her name, did you.”

“She and her changelings went to war against Equestria without cause twelve years ago.”

She snorted. “Chrysalis and her changelings had more cause than I did. At least she didn't try to murder you, and she had the perfect opportunity to do so. Twilight's told me the story often enough...”

She was cut off as Chrysalis stepped forward. “Midnight Star, I would prefer that you not share my secrets which you posses any more than you already have,” she said throwing a glare at Shining Armor which was returned in kind.

Midnight looked at her. “Chrysalis, sometimes you have to give trust to earn it.”

She didn't waver though. “I'm not ready just yet to trust the royal sisters with such knowledge.”

After a tense moment, Midnight sighed. “Very well, Shining, please keep silent on this matter,” she said and then turned back to Celestia. “I know you could order him to tell you, princess, but please don't.”

“And why should I not?”

“Because the secrets we speak of weren't mine to give and were entrusted to me by the Chrysalis of my own world,” Midnight explained.

“You were on friendly terms with the changelings of your world?” Celestia asked sounding curious and disgusted at the same time.

She snorted. “Hardly, I threatened to slaughter them all if Chrysalis ever showed her hide around me again.”

The sun princess raised a brow at that but decided it didn't matter. “Very well, I will restrain my curiosity of these secrets for now. But you will explain to me why she's here!”

Midnight nodded calmly. “Chrysalis came to assess the situation and to find out where we stand. I was able to recognize her magic aura however and called her out...” Midnight began, going on to explain about her own offer and the deal they'd made.

“And just why would you want to help us?” Celestia asked, looking at Chrysalis suspiciously.

“My changelings' livelihood is currently tied to Equestria's. If you were to fall, we would suffer as well,” Chrysalis explained calmly.

“And just how is your livelihood tied to ours?”

Chrysalis smirked. “We have been feeding off of Equestria's love for the past twelve years.”

“What!?” Celestia demanded, both her and Luna's expressions darkening.

“Celestia, Luna, calm down!” Midnight said firmly giving them each an annoyed glare. “The changelings' feeding on love doesn't harm ponies in the least.”

“And just how many of my ponies have you replaced with your changelings and placed into your wretched pods?” Celestia demanded ignoring Midnight and looking about ready to attack.

“You didn't enjoy your time in one of our pods?” Chrysalis taunted.

“Perhaps you'd like some time in the Canterlot dungeons!”

“ENOUGH!” Midnight lashed out with her mane again, this time completely blocking them both from each other's view and encircling them, filling much of the tent with its ethereal form. Having their attention now Midnight first turned to Chrysalis. “Answer her question.”

“What question?”

“How many of my ponies have you ensnared in your wretched pods!?” Celestia demanded though since she couldn't glare at Chrysalis, she glared at Midnight instead.

Chrysalis was silent for a time but finally decided it was for the best to answer.


Celestia was clearly surprised. “What?”

“I've never liked using those pods, we only use them to hold those that could be dangerous,” she explained. “Or if we couldn't find a sufficient source of love and had to enslave ponies and put them into a dream state to feed on their love more directly.” She shrugged. “We haven't needed to do either in the past twelve years.”

“You're lying.”

Chrysalis's eyes flashed. “I do not lie!”

“You live your entire life in lies!”

“Celestia, she's telling the truth!” Midnight growled. “If you'd act your age a moment and focus, you'd sense what I sensed from the moment Chrysalis showed up. And that is that the element of honesty is nearly as strong in her as it is in Applejack!”

Celestia and Luna both stared at Midnight a moment speechless, both in surprise that Midnight would scold Celestia like a child, and in disbelief of what she'd said. Celestia calmed herself however and both she and Luna focused their minds to sense the magic around them. It was all Midnight could do to not smirk at how hard they had to focus in order to achieve the same level of attunement that she and Twilight had at all times. But she was likely in enough trouble with the princesses as it was for her last outburst.

Midnight knew which of the sisters was the stronger in magic of course, Celestia's strength was definitely superior to Luna's, but she'd often wondered which of them was more skilled. This time around it seemed Luna was more adept at sensing magic. Her eyes widened a few moments before Celestia's expression changed to one of surprise as they both sensed the truth of Midnight's words.

“I don't see how that is possible,” Celestia said, though she wasn't denying what she could now sense for herself.

Chrysalis snorted as Midnight withdrew her mane from between them. “There's a lot that you don't know about us,” she stated coldly, returning Celestia's glare. “Midnight Star is correct, our 'feeding' doesn't affect ponies in the least. What we do would be more accurately described as absorbing energy.”

Celestia continued to glare but at the same time there began to be some curiosity in her eyes as well. “Explain.”

Chrysalis held her gaze for a moment more, considering whether to answer or not. She decided to humor the princesses. “Every living thing in this world has magic within them. And all creatures need that magic to live,” she started in a lecturing tone. “In most creatures their magic replenishes itself by absorbing ambient magic energy from the world around them.”

Midnight raised a brow at that. “Really? I thought they produced the magic themselves.”

Chrysalis gave her a slightly surprised look. “No, they don't. As attuned as you seem to be, I would think you would have sensed the ambient magic and how it is absorbed by all living things.”

She blushed. “Well sensing ambient magic is kind of like trying to feel air. I know it's there, but unless something disturbs it, there's not much to sense.”

“Perhaps. In any case we changelings are the exception to that rule, we do not naturally absorb magic, we have to do so with conscious effort. What's worse is there's only one type of magic energy we can absorb...”

“Love,” Celestia provided.

Chrysalis nodded. “Yes, or more specifically the magical aura that love creates.”

“I have sensed that,” Midnight said feeling a slight need to redeem herself.

“For creatures connected to magic normally, powerful emotions can affect the magic around them creating auras of a special type of magic. Anger, hatred, sorrow, happiness, and of course, love.” She then looked Celestia in the eye. “All we really do is absorb energy from that aura. It has no affect at all on your precious ponies; but without it, we would eventually use all the magic in our bodies and die.

“We can and do consume normal food to help sustain us, but we cannot live on solid foods alone. What's more, since we do not have a normal connection to ambient magic, our emotions do not create the auras that the emotions of other creatures do.”

“If that is the case, and your feeding is not harmful to ponies, then why did you not come to us in peace?” Celestia demanded.

She snorted. “You say that as if it would have been as simple as walking up to you and introducing ourselves.”

“It may have been!”

Chrysalis fixed her with a glare. “I and my kind have been cast out as monsters far too many times to believe that your precious Equestria would be any different.”

“So you tried to enslave us?!”

She took aggressive step forward, and stood her full height before Celestia, her wings buzzing in anger. “Three thousand years ago, I already knew what it was like to be cast out and hunted as a monster! Before you were even born, Celestia, my hive and I had perfected our secretive way of life to the point that most ponies didn't even believe we existed any more! I have watched countless of my changelings die, hunted down by ponies in nations just like Equestria! Perhaps your ponies would have been different, perhaps they would have accepted us. At the time, however, it was a risk I was not willing to take!”

Celestia held firm, returning the Queen's glare. “If being secretive has always been so important to you, then why did you reveal yourselves by openly attacking Equestria?”

Finally Chrysalis broke off her glare, turning and taking a few steps away. As she did though, Midnight thought she saw something she definitely didn't expect in the changeling's eyes. A deep sadness, as if she couldn't bear to look at Celestia a moment longer. “I thought I saw a chance; a chance to secure a better future for my changelings. As I said at the time, Equestria has more love than any other land I've ever come across. I thought that, if we could take control of Equestria, that we would never have to struggle to survive again for as long as we held this land. I decided to take a chance.”

Her shoulders slumped and her wings fell down to her sides as she remembered the cost of that choice. “It wouldn't have been that bad really; after all, there'd be more love if the ponies were happy. We would have done everything we could to make sure they could be happy while still maintaining control. That was the plan.”

“You had me in a cocoon!” Celestia reminded her.

Chrysalis tensed visibly. “Yes, anypony deemed a possible threat would have had to be imprisoned. You and Luna especially... a squad of my changelings were on their way to Luna's quarters when we were expelled from the city.”

“That would explain the hole in the wall outside my bedroom when I woke that evening,” Luna muttered quietly.

“In any case, it doesn't matter, you beat us. You drove us out.”

“It does matter though,” Celestia countered. “No matter how well you may have treated the majority of Equestria, had you taken over, there would have been those who suffered under your control. No matter your reasons, your choice of action would have caused others to suffer.”

For a moment Chrysalis didn't respond, she just stood with her back to them, head hung low and her eyes closed. “I made my choice,” she said softly after a few moments of silence.

“Yes you did, and that choice will make the path you have chosen now just that much harder,” Celestia told her.

After a moment Chrysalis looked up seeming surprised as she looked back toward the princesses.

“I will honor the bargain that you made with General Midnight,” Celestia told her “If you aid us and acquit yourselves honorably in the coming battle, then the truce between Equestria and the changelings will stand, and we can work over time toward a lasting peace. But know this,” she went on, her eyes narrowing; “though we will honor this agreement, it will take some time for you to earn our trust.”

Slowly Chrysalis nodded. “I understand. We will keep our end of the bargain.”

Celestia watched her a moment more in silence and Chrysalis held her gaze without flinching and for once, calmly; without any anger. “I assume you had a reason for coming here as you obviously didn't expect to find Luna and I here,” Celestia said finally.

Chrysalis blinked, her original reason all but forgotten. “Yes, I simply wished to further discuss with General Midnight how my changelings can aid in the battle.”

“I see, well Luna and I will be taking command, so some plans may change. We need to get up to date on what preparations have been made tonight, we can discuss your role in the battle tomorrow,” Celestia told her then looked at Midnight. “For now though, if you will excuse us, I have a few more things I wish to speak with Midnight about.”

Chrysalis nodded. “Very well then, Princess. I will wait until tomorrow.” She gave a small, but respectful, bow then turned and left without another word. From the look Celestia had given her, Midnight almost wished she could follow. When Celestia put a sound barrier around the inside of the tent, Midnight knew she was in trouble.

“Regaining your memories has changed you Midnight Star, and I'm not so sure it's for the better.”

Midnight stared at her a moment, the pain of those words coursing through her as she felt her anger rising. “In case you haven't noticed, I have been under a little stress lately, so I'm sorry if I'm not on my best behavior,” Midnight almost shouted defensively.

“Princess Celestia, Midnight was put in command of an army preparing for war with no warning at all.” Shining spoke up in her defense.

“Perhaps it is the stress,” Celestia allowed. “But no matter the cause, you're letting your temper get away from you.”

“I...” She didn't know what to say. Celestia was right, she'd never had such trouble with her temper as she'd had in the past few days.

“Midnight, you have great power; but that's why you especially need to control yourself. You cannot afford to give in to your anger. You must learn to control your temper.”

Midnight lowered her head, her eyes on the floor. “I'll try to do better.”

She felt a hoof on her shoulder then and looked up to see Celestia looking down at her understandingly. “You have a good heart Midnight. I'm sure you will do your best.”

Slowly Midnight smiled. “Thanks,” she said and sighed. “I'm sorry I didn't warn you beforehand that the changelings were here. I didn't expect Chrysalis to come here this evening.”

Celestia smiled. “A little warning would have been nice.”

Luna nodded in agreement. “Springing an old enemy on us unexpectedly like that is usually isn't the best idea.”

Midnight blushed. “Sorry.”

“It's alright, but I think, since Chrysalis seems to trust you, that it would be best if you continue to work with them as our liaison,” Celestia told her.

Midnight nodded. “Very well, I was going to suggest it anyway. Especially since I intend on being just that after the war as well. I promised her I would work toward peace for as long as it takes.”

“Because you feel she has as much right to be forgiven as you did?” Luna asked softly.

“More right, truth be told,” Midnight said softly. “I can't tell you what her motivations were, but know that she had very good motivation for what she did. She may not have made the best choice, but she had good reason. At least, far better than I did.”

“Well, we'll give them a chance,” Celestia said softly. “But, if you ask me, Chrysalis seems rather unstable. Her emotions were fluctuating wildly.”

Midnight looked toward the door. “Yeah, I think she might have just been thrown off-balance finding you here so unexpectedly. She wasn't like that yesterday.”


After a few moments of silence, Midnight stood. “Well, I guess we shouldn't keep the captains waiting much longer. They've probably been gathered for a while now.”

“They can wait a little longer,” Celestia said waving a hoof dismissively. “I had a couple other things I wanted to ask you about.”

Midnight sat back down. “Like what?

“Well, first of all, we of course couldn't help but notice you've attained an ethereal mane already.”

“That actually happened during the hydra attack a few weeks back,” Midnight told her.

Luna raised a brow at that; Twilight had informed them both of the incident. “Before you ascended?”

She nodded.

“And when did you learn to control it like you did?” Celestia asked.

“I saw the technique years ago. Though I didn't have an ethereal mane myself at the time, I remembered what I sensed... from her.”

Luna tensed. “You mean your world's Nightmare Moon.”

With a sympathetic look at the lunar princess, Midnight nodded.

“I take it you remember a few other techniques you learned back then?” Celestia asked.

“I remember everything, including some techniques that I...” She shook her head. “I don't think I'll be using them again.”

“Well, even some of the worst techniques can be adapted and used for a good cause,” Celestia advised. “But use your best judgment.”

“I will,” she said then looked up remembering the main threat of the coming army. “Speaking of old techniques, Celestia, the worst threat we face from the Frozen Empire is the windigos. Do you know anything that can counter their magic? Maybe even Clover the Clever's fire of friendship spell?”

Celestia frowned. “I know an... imitation of the spell.”

Midnight's shoulders slumped slightly. “Will it be strong enough?” She asked trying to hide her disappointment.

“It should dispel their magic around our army, but it won't be able to drive them off,” Celestia told her.

She sighed. “At least we won't have to fight in a blizzard.”

She nodded. “We'll teach as many as we can the spell. The good thing is once cast, it only needs the magic of friendship to sustain it. But you have to understand. Clover the Clever's spell was in response to the most desperate of situations. Even she was never able to truly figure out what she had done. Her fire still burns to this day, in a chamber under the castle in Canterlot.”

“It does?” Midnight asked surprised.

“Yes, I often use it to gauge the state of Equestria as a whole. As it burns brighter, I know that Equestria is doing well; if it dims, well... I try not to ever let it dim.” She sighed heavily. “Even with how long I've had to study it however, I've never been able to duplicate it exactly.”

“Well, at least we can protect ourselves from the windigo magic. We'll just have to fight off the beasts ourselves,” Midnight said trying to sound more optimistic.

“That may be difficult. Physical weapons aren't very effective against them,” Celestia warned.

“And all our magic users need to be focused on the ice unicorns...” Midnight agreed with a nod.

Celestia nodded. “Yes. Anyway, we'll discuss this more with the captains.”


“The last thing I wanted to ask you about, was something Luna and I saw while we were flying in,” Celestia said knowing they shouldn't keep the captains waiting much longer but still wanting to satisfy her curiosity. “When flying in we saw a pegasi of the Wonderbolts and a unicorn in a practice duel. What was curious is that both combatants seemed to be levitating their weapons.”

Midnight couldn't help but grin at this point. “That's my doing,” she said, eager to explain about her spell.


“I have to admit. When all this started, I never thought I'd face this day with you by my side.”

Chrysalis looked over at her. “Does that bother you, General Midnight?”

Midnight smiled. “No, just unexpected.”

It was the second day after the Princesses had returned. Many decisions had been made and plans finalized. Among other things Celestia had asked Midnight to work directly with the changelings who, in addition to helping fight the windigos, were going to be acting as a roaming force, assisting wherever they would be needed since they were magic users that could move quickly from one side of the battlefield to the other. The changelings weren't the strongest magic users, most only knew a couple spells at most, but at least their magic was constantly being replenished by the aura of love energy that surrounded Equestria's army.

“To be honest, I would never have stood by and let Equestria fall.” Chrysalis said softly, making Midnight look over at her surprised.

“You mean that, don't you.”

Chrysalis nodded. “You are our greatest source of food.”

Midnight watched her for a few moments. There was something else there. “That's not the only reason.” She said confidently. “I don't know what it is, and I'm not going to press you for it; but it's clear to me that you have another reason why you want to protect Equestria.”

“Perhaps I do,” Chrysalis said simply then looked out over the gathered army.

They both stood on one of the highest ridges overlooking the canyon pass. Behind them were the changeling forces and across the canyon on the ridge opposite were the pegasi forces. Many of the unicorns were on the lower ridges overlooking the pass where the siege weapons were positioned while the rest were with the earth ponies and zebra at the forward fortifications in the pass itself.

To the south, all too close, were the swirling clouds of a massive blizzard. The Frozen Empire had arrived. The battle, was about to begin.

“No matter your reasons, I'm glad you decided to help us, Chrysalis.” Midnight said softly.

Chrysalis glanced at her. “Just don't let me down.”

Author's Note:

So, this chapter ended up being much longer than I had expected but I finally finished it. And with that, Part 2 has come to an end.

I'm going to be taking a bit of a break to get caught up on some other projects, and also to get started on After Midnight: A side story/prequel to the Midnight Star series. I call it a side story/prequel but it's only loosely connected. It is the story of what happened in Midnight's original world after she was gone.

Anyway It won't be too long and I'll be back with Part 3: Equestria at War, starting with Chapter 16: Spirits of Ice and Hatred.