• 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 19: Celestia's Request

Midnight Star: The Frozen Empire
By Nebula Star

Part 3: Equestria at War
Chapter 19: Celestia's Request.

Needing a few moments to think, Midnight decided it would be best to get away from the battle and check on Copper.

She glided down to the medic's tent and went inside. It only took a glance for her to spot Copper, as Sky was by his side. She didn't seem to be aware of anything else. She was just sitting there, watching him sleep, a worried but hopeful look in her eyes. Copper didn't look too bad considering what he'd lived through; his coat was dirty, and his left foreleg was splinted, but otherwise only a few other bandages were wrapped around seemingly minor wounds.

“How is he?” Midnight asked softly as she reached them.

Sky jumped, clearly having not noticed Midnight's approach.

“Oh, Midnight! I mean, general!” She gasped trying to calm herself.

Had she been in a better mood, Midnight may have laughed at her reaction. “Relax, Sky,” she said with a sad smile, then nodded down at Copper. “How's he doing?”

“He'll be fine,” She said smiling down at him. “The broken leg is the worst of his injuries. The medic thought he'd sleep for an hour or two more though.”

Midnight sighed with relief. “That's good to hear.”

Sky nodded looking down at Copper fondly for a few moments more. “I suppose I should get back to my squadron... Wind is probably getting worried.”

“You don't have to; you can stay here if you'd like,” Midnight told her, more than willing to use her authority on her friend's behalf.

“No, I should go. It wouldn't be right for me to stay here while everypony else is out there fighting...” She looked toward one side of the tent where a few dozen cloth covered bodies were laid out, one of which Midnight knew had to be Lightning Dust. “And dying.”

Midnight stared at the bodies feeling anger surge to life in her once more. So many dead already, and those were just the one's they'd been able to recover the bodies or had died of their wounds after being brought to the medics. How many more were still lying out on the battlefield where they had fallen, or buried under tons of rock. Midnight closed her eyes, trembling as she tried to contain her rage and endure the pain.

“You hear about Lightning Dust?” Sky asked softly.

“Yes...” Midnight whispered.

Sky looked at her then, concern filling her eyes. “Midnight? Are you alright?”

Taking a deep breath, Midnight tried to calm herself but only partially succeeded. “I... I'm alright,” she said finally, but Sky wasn't buying it for even a moment.

“Did something happen?”

Midnight hesitated a moment but decided to tell her. “Rainbow went after the unicorns that Lightning had been fighting, for revenge.”

Sky's eyes widened. “Did something happen to Rainbow!?”

“No, I got to her in time, but not before she'd slaughtered most of the unicorns... She'd given in to her anger. I stopped her. I... I couldn't let her destroy herself like I did. But then, after I calmed her down and sent her back;” she shook her head, “I... I was so angry, they'd tried to kill one of my friends. So I finished it; I killed the rest of them. They were helpless against me, and I killed them.”

Midnight felt Sky wrap her hooves around her comfortingly then. “They brought this war, Midnight; it's their own fault for doing this to us,” she said softly.

Midnight returned the hug. “I'm scared, Sky. I'm scared of becoming what I once was, of losing control of my anger. That I'll become a monster once more.”

“You won't, Midnight, you've changed. You're not that pony anymore,” Sky assured her confidently.

“But I can feel the anger rising in me again, threatening to take control.”

“You have every right to be angry at what they've done to us. But you can control it, I know you can. You're stronger now, Midnight.” She released her then and gave her best confident smile. “You'll be fine.”

Midnight slowly smiled. “Thanks, Sky.”

She pat Midnight's shoulder one last time. “Well, I guess we should both get back to our responsibilities, general.”

Midnight sighed and nodded. “Be safe, I don't know if I could handle losing one of my close friends.”

“I will, and I'll keep Wind safe for you as well,” she said with a wink, then hurried out of the tent before Midnight could respond.


Wind spotted Sky as she flew back up to the ridge. She landed and approached the lieutenant in charge of their squadron. They talked for a moment, and it appeared Sky apologized for running off and explained why. He nodded seeming understanding and gestured for her to join the rest of them.

She didn't seem too down. “How's Copper?” He asked when she reached him.

“He's going to be just fine,” she said with a relieved smile. “Just a broken leg and a few other minor injuries.”

He smiled. “That's good to hear.”

She nodded. “So, what's been happening out here?”

“Well, other than the ground forces falling back to the second line. Rainbow Dash went crazy a little while ago.”

Sky frowned. “I heard.”

Wind looked at her curiously. “You know what set her off?”

She hesitated a moment before answering. “Lightning Dust was killed.”

Wind felt his strength waver. “Not Lightning!” He gasped.

Sky nodded sadly. They'd both known Lightning, Rainbow and her had tried often enough to get them to try out for the Wonderbolts. Wind hadn't wanted to try out himself until he'd improved his agility. He wasn't sure why Sky hadn't, though it was probably because she wanted to try out together.

Wind closed his eyes for a moment in grief and took a deep breath, trying to stay strong.


It didn't take Midnight long to find Rainbow. As she'd ordered, Rainbow had reported to Valor at the command tent and had stayed by his side, clearly needing his support. It was disheartening to see. Rainbow Dash, one of the bravest and most confident mares Midnight had ever known, was trembling, looking ready to burst into tears from the loss of her close friend as well as the guilt of what she'd done.

“How you doing Rainbow?” Midnight asked.

She looked up seeming to have not noticed Midnight until that moment. “Horrible...” she said weakly.

Midnight nodded understandingly. “It will get better...” She said softly.

“I know. It's just... when I was out there fighting, I didn't care. I didn't care that I was killing other ponies, I didn't care that I could be killed, I just... didn't care.” She looked down a moment before looking up a Valor. “I didn't even care about who I'd be leaving behind if I did... If I...”

“It's the heat of battle,” Midnight told her gently. “It can happen to anypony. You just can't let it consume you...” she trailed off.

Rainbow looked up, seeming to understand.

Midnight hesitated then, before getting to the reason she'd come to find Rainbow in the first place. Taking a deep breath she decided just to say it. “Rainbow, you are not to rejoin direct combat.”

She blinked not seeming to understand or rather, not wanting to believe what she'd heard. “What?”

With a sigh, Midnight clarified. “I'm ordering you not to rejoin the lines in direct combat for the remainder of the battle.”

“No! What about the Wonderbolts!? Who's going to lead them?” Rainbow objected.

“Who's leading them right now?” Midnight countered. “They'll get by fine without you and you can still give them orders, you just can't fight yourself.”

“Why!?” She demanded glaring.

“Because your magic is completely drained, Rainbow! And it's going to take more than a few hours to come back! Which means that headband is worthless to you right now, and so are the enchantments on your armor! For the time being you might as well be crippled! You won't do anypony any good by getting yourself killed!” She closed her eyes and slowly shook her head. “I... I won't let you put yourself in danger like that.”

“And why not!? Everypony else out there is in just as much danger!”

“Everypony else still has their magic.”

“Until it runs out for them as well!”

“AND THEN THEY'll DIE!” Midnight exploded startling everypony within the command tent and getting the attention of a great deal of ponies beyond. With no small effort Midnight forced herself to calm down. “Rainbow... please understand, it's not just for your sake that I'm doing this; but mine as well. I... I don't know what would happen if I were to lose you or one of my other friends. I might lose control...”

Rainbow just watched her a moment realizing what she was saying. “Midnight...” she started but then just nodded. “Okay, I'll play it safe.”

“General Midnight, is everything alright?” Celestia asked joining them.

Midnight nodded. “Yes, sorry about the outburst, Princess. I'll return to my post now.”

Celestia watched her a few moments in silence looking concerned. Finally though she nodded. “Very well, general, carry on.”


Luna paced back and forth along the ridge watching the battle below, it had been nearly two hours since they'd fallen back to the second line and the battle was still dragging on. The pegasi were having little trouble with the windigos now. They'd hardly lost any pegasi in the past hour. But the ground forces, the unicorns, zebra, and earth ponies, were struggling. It seemed the ice unicorns lacked the power needed to collapse the canyon walls a second time, but that was one of the few things going for them at the moment. So far their ground forces had been focused on defending the second wall and holding the line.

At first the ice unicorns had charged the wall, levitating many of their numbers up to attack the defenders directly. However the earth ponies had proven themselves superior when it came to hoof to hoof combat and they had soon been forced to give up on the tactic. Instead they'd begun attacking at range with their magic. This tactic rendered the earth ponies all but useless as very few of them had any ability to attack at range and Celestia had no desire to send them out for combat on the open field. The earth ponies remained on the wall to defend the unicorns as they fought, in case the ice unicorns did try to take the wall again, but so far they had just been additional targets for their foes. The Zebra, likewise could do little to help defend against the ice unicorns.

They'd lost so many. Many changelings had already reinforced the wall defenses, but even so some of the civilian unicorns had been forced to join the battle. And while they'd been taught some basic combat magic, they were far from matching the skill of the ice unicorns. Altogether the battle below was not looking good.

Luna wasn't the only one to realize this however.

“Princess Luna?”

She turned at her name to find Midnight's friend, Wind Blade, standing before her with much of the rest of the civilian pegasi not far behind.

“What is it, Wind Blade?” She asked noticing the determined look most the pegasi shared.

“It's obvious we aren't needed up here to help with the windigos, so why haven't you sent us down to help fight the unicorns!?”

Luna was taken back, they wanted to fight? She had been hoping to keep as many civilians out of the battle as she could.

“Ponies are down there fighting and dying! We have no right to just stand up here and watch!” Wind continued with nods of agreement from many of the rest of the pegasi.

The captains glanced at her as Luna looked around at the pegasi arrayed before her. “Do you all feel this way?” She asked.

Almost as one the pegasi nodded in the affirmative.

“Very well,” she said then turned to the captain of her guard and commander Sallis who stood by her side. “Inform princess Celestia, queen Chrysalis and general Midnight that the pegasi are ready to join the battle. It is time we went on the offensive.”


“Stay alert and fly fast, make swift sudden strikes then fall back,” the ranking pegasi captain instructed as he paced in front of the gathered pegasi squadrons. “Our speed and agility are our greatest weapons. Don't give them a chance to target you. Finally, stay with your squadrons. You get separated and they'll pick you off like a pack of wolves. Is that clear?”

“Yes sir!” All the pegasi answered, eager to aid the earth ponies and unicorns.

“Good! Now lets show these prejudice ice horns just how united Equestria's ponies really are!”

Wind and Sky cheered with the rest of the pegasi. They were through watching.


Midnight was almost trembling with fear as she watched the pegasi squadrons diving from the high ridge to join the battle. She knew the ground forces needed the support but even so, this meant that Wind and Sky were going to be right in the thick of the battle now.

“You're worried about your friends aren't you?” Chrysalis said watching the pegasi as well. Midnight looked at her, she didn't remember mentioning anything about her friends. Chrysalis seemed to notice her surprise. “Sallis mentioned that two of your friends were among the pegasi. She also said that they fought alongside her squad in defense of princess Luna during the assassination attempt. According to her they fought quite impressively, for civilians.”

“I hadn't heard...” Midnight said softly, looking back over the battlefield. It was clear the pegasi had caught the ice unicorns off guard and dozens of unicorns fell to the pegasi's blades.

“She also said that it was Wind Blade who was the first to approach Luna and demand that they be sent to help the ground forces,” Chrysalis went on.

Midnight grimaced. “Wind, what were you thinking?” She whispered more to herself than to Chrysalis.

“He was thinking he was tired of standing around doing nothing while watching ponies die.” Chrysalis told her in a scolding tone. “Understand Midnight Star, you are not the only one here that doesn't want to see more ponies die and you have no right to prevent somepony from doing all they can to help. If my entire hive didn't depend on me I would gladly join the fight myself, and I'm certain Celestia and Luna feel the same way. In fact I would bet they have both considered joining the battle themselves despite their responsibilities.”

Midnight looked down. “I know, it's just... Losing those I cared about was what drove me insane in my first life. I don't know if I could handle it if I start losing friends again now.”

Chrysalis shook her head. “Foolish filly, you don't know the pain of loss, until you've watched your children die,” she said bitterly.

Midnight looked up then in surprise and for the first time noticed the pain in Chrysalis's eyes. At least a hundred changelings had fallen so far in the battle, she knew. Over a hundred of Chrysalis's children. She looked down again ashamed. “Perhaps I'm not as strong as you.”

“You have plenty of strength in you, Midnight. But you dwell too much on your pain.”


The first thing Princess Cadence noticed as she entered the pass leading the volunteers of the Crystal Empire was the smoke. Then she began to hear the sounds of battle. The clash of steel, the distant thunder of magical blasts. Again she cursed the foul weather that had delayed them in leaving the Crystal Empire. They'd been forced to wait two days for another blizzard to pass. Sometimes she felt her home should be called the Frozen Empire. If it weren't for the crystal heart's magic, the city would be under a dozen feet of snow year round.

Two captains met them as they reached Equestria's forces and the volunteers were taken to join the other civilian reserve while Cadence was shown to the command tent with her personal guard in tow. There Celestia herself greeted her.

“Cadence. I wish we had a moment or two to catch up, but it will have to wait,” Celestia said gesturing for Cadence to follow her.

Cadence didn't move however. She had just spotted a black, armored form with glowing blue eyes standing a short ways away speaking with one of the captains. “What is a changeling doing here?” Cadence demanded when Celestia looked back to see why she wasn't following.”

Celestia sighed. “That, is your niece's doing. Midnight Star made a deal with the changelings gaining them as our allies,” she explained. “I'll admit, I'm not entirely comfortable with it myself, but thus far they've proven to be valuable allies.”

“And their queen?”

Celestia gestured toward the eastern ridge overlooking the canyon. “Up there, with what little of her army hasn't joined in the fighting yet.”

Cadence turned to glare up at the figure standing on the cliff's edge looking out over the battle. Jaw clenched remembering the last time she'd seen her wretched hide. Fighting alongside that monster was the last thing she wanted. But then she realized that Chrysalis wasn't alone on the cliff. “Is that Midnight!?”

Celestia nodded. “Yes, she's been helping coordinate with the changelings.” Then, sensing the younger alicorn's conflict, Celestia went to her side and gently put a wing around her. “I know you have good reason to have ill feelings toward the changelings and especially Chrysalis.”

“Chrysalis?” She repeated, not recognizing the name.

“Their queen.”


“Like I said though, they have proven to be valuable allies. And though she hasn't been completely open with us, she has been true to her word thus far.”

“But why are they down here?” She asked gesturing to the nearby changelings.

“Captain Veriss and his squad were assigned by Chrysalis to protect me, but they also serve as a direct line of communication with their queen,” Celestia told her, deciding to leave out that Chrysalis hadn't informed them at the time. “They have been very helpful and cooperative.”

Cadence took a deep breath and let it out slowly. “Alright, just don't expect me to work with them...”

Celestia nodded expecting as much.


Recognizing the voice, Celestia stepped back as Shining Armor galloped over to greet his wife with a quick kiss and embrace.

“I've missed you Shiny,” Cadence whispered holding him for a brief moment. Then she stepped back. “So, where do we stand?” She asked looking between Shining and Celestia.

“It's not great, but it could be worse,” Celestia said gesturing for them to follow her out onto the bluff overlooking the pass. There she gestured to the battle raging below. The pegasi just joined in the fight against the unicorns. They're doing surprisingly well thanks to the new enchantments on their armor, but I'm afraid it's still not enough.” She shook her head. “There's just too many of them, every ice unicorn we take down is replaced within moments.”

Cadence looked out over the battlefield and shivered. There was so much red, so much blood. And the bodies. How many ponies had died today? How many just from Equestria?

Celestia noticed her reaction. “Trust me Cadence, it could be far worse.”

She looked down sadly. “How many have died?”

“We'll worry about counting the dead later, for now, let's do what we can to prevent more from joining them,” Celestia told her firmly.

Reluctantly she looked up and slowly nodded.

Celestia smiled approvingly. “Now, Cadence, your magic is specialized in spreading love; and as we've discovered, nothing seems to hurt the windigo's more than such positive emotions. Do you think you could put up a barrier around our forces that could keep the windigos out?”

“I can try.” She said with a shrug.

Celestia nodded. “Please do, and Shining, though I doubt you really need an order, please stay with Cadence and give her your support.”

He nodded. “Of course.”


“The force from the Crystal Empire has arrived, along with Princess Mi Amore Cadenza.” Chrysalis reported.

“Cadence. Everypony just calls her Cadence.” Midnight told her.

Chrysalis snorted. “I hardly think she'd want me addressing her in such a familiar fashion.”

Midnight might of laughed if she wasn't carefully watching her friends as they fought for their lives. “You're probably right.”

Suddenly a light pink wave of magic swept out from the center of the Equestrian forces. Midnight barely had time to react before the wave of magic swept over her and Chrysalis. She blinked as a surprisingly good feeling filled her heart. It was a familiar feeling, similar to how she always felt within the Crystal Empire.

“Wow, that must be Cadence...” she trailed off as she saw Chrysalis's wide eyed expression. It was then that she remembered the last time Chrysalis had felt Cadence's magic. “You okay.”

She blinked seeming to come back to her senses. “Oh, wow... better than okay. I must say, when that mare's magic isn't trying to throw me across a kingdom, it is invigorating!”

Midnight raised a brow. “Well I guess that makes sense, her magic is all about spreading love...” her own eyes widened then as she realized why Cadence was casting the spell. “The windigos!” She looked up toward the pegasi and changeling lines and couldn't help a small smile touching her lips. The windigos were running, desperately trying to retreat out of the love filled sphere that had filled the canyon. “Stars above! Why didn't I think of this before?! Cadence could have come down with Shining armor and I! And since it's not blocking normal magic or attacks, the unicorns can't touch it!”

“Well try not to dwell on what ifs.” Chrysalis said grinning with an evil glint in her eyes. “She's here now and not only has she gotten the windigos off our backs for the time being, but she's giving my changelings quite a charge! I think now would be a good time for me to ask Celestia where she wants us to do some damage!”


“Princess Celestia?”

Celestia turned to the changeling and raised a brow noticing his almost intoxicated looking expression. “Are you alright Captain?”

He laughed. “Oh yes. It's Princess Cadence's magic. It's giving all us changelings a powerful charge. Queen Chrysalis asks where you want us to put the power to use.”

“I see, well then, tell her to hit the enemy lines along the eastern side of the pass.”


The changeling's offensive caught the Frozen Empire unicorns off-guard, Celestia had watched pleased as they tore through the enemy ranks, and for a time it seemed the battle was turning in their favor. Unfortunately it didn't last. After the initial shock of the ferocity of the attack had worn off, the ice unicorns had managed to halt the changeling's advance. And that wasn't the worst of it.

A terrible chorus of deathly whinnies erupted above them and Celestia looked up in time to see more windigos than ever before charging out of the storm clouds and letting loose a tremendous wave of freezing mist at the pink sphere surrounding Equestria's forces. A thunderous impact like ocean waves crashing against rocks resounded through the canyon and Cadence let out a gasp and collapsed.

“Cady!” Shining armor cried, catching her even as Celestia rushed to see if her niece was alright.

“Such hatred...” Cadence gasped, breathing deeply.

Celestia quickly scanned Cadence with her magic and was relieved to find nothing that would have lasting effects on her. She smiled reassuringly and gave her nieces shoulder a gentle pat. “You did you best, Cadence,” she said then looked up at Shining. “She'll be just fine, but take her to the medic's tent to rest.”

He nodded and carefully placed Cadence on his back to carry her. Celestia watched them go for a moment then turned her attention back to the battle. Thankfully, both Luna and Chrysalis had kept a few squadrons aloft each in case the windigos returned, but even so, there were so many windigos that the rest of the pegasi and changelings were scrambling to return to the airborn battle.

Celestia looked out across the battlefield at the opposing army. They were all within view now. The snowfall had tapered off over the past hour and now only the clouds really remained of the storm. With the airborn support once again occupied holding off the windigos, the ground forces would again have to fight the unicorns alone. Estimating the enemy's numbers, it didn't take her long to come to the inevitable conclusion.

Unless something is done, we're going to lose this battle. There was only one thing that could be done though. Her eyes fell upon a particular grouping of banners and a large tent set up on a small bluff near the center of the enemy forces. Forgive me Twilight.

"Captain Veriss, will you please ask queen Chrysalis to send Midnight down to me? And Captain Crimson have somepony ask Luna to join us as well."


Midnight landed outside the command tent and went to join Celestia on the overlook. Even before she reached her Luna landed as well.

“You wanted to see us, sister?” Luna asked.

Celestia nodded then cast as sound barrier around them. “I did... I'm afraid we are in grave danger of losing this battle unless something is done.”

Luna grimaced. “I was afraid it would be so.”

“We can't give up!” Midnight objected.

“Of course not,” Celestia agreed. “And even if we did lose this battle as I fear, I am confident that Equestria would win the war. We have slowed them and hurt them far too greatly for them to still conquer all of Equestria.”

“But that is neither here nor there,” Luna interjected. “What she means, Midnight, is that we are going to have to intervene.”

Celestia nodded. “It is not something I wish to do; using my power in battle has often had a negative effect, even on the ponies I'm defending. And they would undoubtedly recognize some of your techniques Luna...”

“It is unfortunate. Yes.”

Midnight glanced between them, she certainly understood their hesitance, she was afraid of losing control herself and frightening everypony with what she's capable of. It was ironic that only a few weeks before she had wanted nothing more than to show everypony her true power. “But we don't have any choice, so we'll just have to deal with it right?”

Celestia nodded. “Perhaps. There is one other option however.” She turned back toward the battle and with one wing, pointed toward the distant banners and tent. “I spotted them a few minutes ago. It's safe to assume their leaders are there.”

“They're not exactly hiding.” Midnight commented.

“Neither are we.” Luna reminded her.

“If we remove their leaders,” Celestia went on, ignoring them; “then the rest of the army will fall into disarray.”

“That would be true sister, but it is not a viable plan,” Luna said shaking her head. “They are surrounded by their army, likely the best of their forces. We may be able to fly in, but they will see us coming. I cannot shadow walk in this light, and you've never been one for subtlety. We would likely be killed even before we land.”

Celestia nodded. “It is true, sister, I don't believe you or I could pull off such an assassination,” she said then turned toward Midnight. “But I believe you could.”

Midnight's eyes widened. “You want me to... Celestia! Even I couldn't just fly in there! I'd have to fight my way in, clear the way behind me, and I'd need something to hold the rest of the army back...”

“Midnight, I will not force you to do this,” Celestia told her softly. “Just our aid on the battlefield should be enough to turn the tide in our favor.”

“But you are asking me.”

She nodded solemnly.

Midnight turned away, lowering her head. “Do you know what you're asking of me?... For most of the battle, I've been terrified of joining the fight. That I would lose control. I'm afraid I'd become the monster I once was... And now you're asking me to do just that.”

“Ponies are dying, Midnight,” Celestia said softly.

Midnight shivered visibly. “Then we fight with them...”

“And how many more will die? How many more will be forced to kill? How many more will suffer that pain. Look at what this battle has already done to Rainbow Dash; how many more are suffering with such guilt just like her?” She looked down. “Please, Midnight. I'm asking you to save my little ponies from more pain.” Luna remained silent, but it was clear she felt the same.

Midnight's shoulders slumped in defeat, she knew the pain Celestia meant, all too well. She wouldn't wish it on anypony. “If I do this Celestia, then my debt to you is paid, you understand?”

Celestia nodded. “I understand, Midnight.”

“So be it.”

Her horn shining, crystals suddenly formed around her body forming armor like Celestia had seen her use once before and with a toss, her mane transformed into the star-field form she'd kept hidden. Celestia wasn't sure what to think seeing the armor was a mix of black and shimmering white crystals. Then a crystal sword formed at Midnight's hooves.

“Tell our forces to fall back. If I'm going to do this, then I'm going to save them all... I will end this,” she said, her voice cold as ice. Then her mane enveloped her and she became a cloud of energy, quickly flying down to the front lines.

“Sister, are you sure this is a good idea?” Luna asked, looking after Midnight.

Celestia sighed. “I do not doubt that this will have negative repercussions for Midnight. But I am certain we can help her though them.”

“I hope so, sister,” was Luna's soft reply.