• Published 17th Nov 2018
  • 14,338 Views, 754 Comments

The Night's Stars - SC_Orion



Upon her return from her one thousand year banishment, Nightmare Moon discovers Celestia's student and her potential.

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Bide

Bonbon led Twilight through one of the industrial sections of Canterlot—which wasn't so much an industrial sector like Manehattan as it was an amalgamation of warehouses for storing goods and supplies, along with a few factories where unicorns worked on producing or enchanting magical goods. Canterlot, being built on a mountain, didn’t have the same accessibility that more productive cities such as Manehattan and Fillydelphia had, leaving it to take advantage of its more magically talented workforce. Looking left and right, it was hard to miss the rundown buildings, some with boarded, broken windows, and others with broken chunks of stone dotting the ground around their walls.

A year ago, the warehouses wouldn't have been so run down. It weighed on her mind; her ears folded back as she stumbled over a few chunks of wood. The crunch of Bonbon stepping on a shard of glass drew her attention back to Bonbon, who walked on indifferently to the state of Canterlot.

"I didn't realize it was this bad," Twilight said under her breath. "I don't think Nightmare Moon realizes it's this bad either."

“It’s not all this bad, but it’s worse off than when Princess Celestia ruled.” Bonbon looked back at her with a suspicious squint. "But I don't think Nightmare Moon cares, so long as it's still usable."

Twilight frowned at Bonbon. 'You want to outshine Princess Celestia. How can you do that if Equestria is in shambles?' She decided not to say anything, and Bonbon turned away from her, going back to leading her along. "Are we almost there, at least?"

"Yes," Bonbon answered. "It’s the next building."

Even with that answer, Twilight still grimaced, annoyed from how cryptic the letter had been. To make matters worse, meeting up with Bonbon has proven equally as vague. For a moment, she looked at the sky—at the very least, she took relief in seeing the untinted, unblinking white specs that were the stars. The worst of the fallout from the changeling attack seemed to be over.

When Twilight lowered her head, they were approaching the warehouse Bonbon had indicated. If Bonbon hadn’t said anything, she wouldn’t have thought any differently of it: there was nothing that set it apart from the other warehouses. Like the others, some windows were broken and boarded up, and there were tracks that led into the warehouses' loading docks from the rail system leading up to Canterlot. Bonbon walked up a short flight of stairs to a nondescript metal door, then tapped on it. She listened closely. It sounded like it was a wooden door nestled between thin metal plates, and it was the same pattern Bonbon had used before. She frowned slightly.

The door groaned slightly when it opened, and somepony stood in the doorway. He was a unicorn with a tan coat. His unkempt mane was an oily black, shining slightly from the moonlight. "Welcome back," he casually greeted, then turned to look at her. "Twilight Sparkle," he said with a nod, then stepped aside.

Bonbon nodded in return, then walked inside past him. A couple of doors lines the hallway on both sides. To their immediate left, an opened door revealed a small office with two unicorn stallions sitting at a table. A pair of enchanted spears shimmered as they leaned against the wall. The door groaned as it closed behind her, and Bonbon continued forward, walking at a quicker, more intent stride now that they were away from any potential onlookers.

They passed by more doors, some closed and some open. A few of them opened into the large storeroom—it was on their left—while others opened into offices on their right. When she passed by the doors to the storeroom, she saw at least five ponies. Two of them were moving crates with their magic, while the other three were standing around seemingly doing nothing.

At the end of the hallway, they turned right, into a stairwell that led to the second level, and another hallway. Some of the doors on the right opened to the catwalk for the second level, but Bonbon continued on to the last office on the left. Two unicorns stood guard at the door. They wouldn't pass for Royal Guards—both of them looked at Bonbon and her as they approached—but they were there nonetheless. They had spears propped up against their shoulders, enchanted like the ones she had seen before.

"Bonbon," the farthest one acknowledged. Bonbon nodded back at him and opened the door.

Twilight followed Bonbon inside. It was a large conference room with an oval-shaped conference table with twelve chairs around it. Fleur sat in the middle of the right side of the table, facing them. On her left sat Fancy Pants, complete with his usual suit and monocle, and to his left sat a unicorn mare she vaguely recognized as one of the teachers at the School of Magic.

On the far side of the room, several ponies sorted through filing cabinets, mostly ignoring them. The room’s entire right wall was dominated by a map of Equestria that made her grimace when she glanced at it.

"Bonbon, Twilight," Fleur greeted.

"Ah, Twilight Sparkle," Fancy Pants greeted with a kind smile, "it's good to see you again."

She smiled, albeit awkwardly, at him. "It's been a while, hasn't it?"

He chuckled good-naturedly and nodded. "That is has been. Terrible business, Nightmare Moon's... return..." he mused, then smiled sadly.

Bonbon walked around to the other side of the table. Twilight walked over to the table, pulled out the chair across from Fleur, and sat down while Bonbon sat down. She shifted in her chair to get comfortable while the four of them watched her. "Well, you're um, better off now than before, it looks like."

"Yes, the warehouse has been quite useful. A much better meeting place, wouldn't you agree? More out of the way," Fancy Pants commented.

"More freedom to work with," Bonbon put in.

Fleur glanced at Bonbon in passing, then looked back at her. "Of course the... changeling attack... caused us some problems." Her lips pressed into a strained smile while Fancy Pants glanced aside at the teacher, who rubbed her forehoof uncomfortably.

Twilight winced slightly and looked to her left. The ponies at the far side of the room were still sorting through the filing cabinets for some reason. "Yeah," she muttered in agreement.

"Tighter security made things more difficult, but at least it's winding down now," Bonbon commented. “At least we were able to arrange this meeting without drawing any suspicion.”

She turned back to look at Bonbon. “Well, it’s not like they have any reason to check letters...”

Bonbon bobbed her head to the right. “Yet.

Twilight grimaced for a few seconds before breathing in and changing the topic. "I guess Nightmare Moon wasn't responsible for ponies disappearing, then?"

Bonbon shifted her weight and breathed in. "Maybe, maybe not." Fleur and Fancy Pants both glanced aside at Bonbon, who ignored them and refocused her gaze on Twilight. "Though—" Bonbon leaned over the table, "—I do have a few questions for you now."

Twilight frowned and licked her lips. "Questions?"

Bonbon breathed in and pointedly turned to face Fleur, whose gaze darted to Bonbon's for a moment. Fleur frowned, then turned back to her. "At the wedding," Fleur began softly, "when you returned with Princess Cadance—"

"When the Changeling attacked Nightmare Moon—" Bonbon interjected, her gaze hardening on Twilight, "—you screamed her name, like you were genuinely worried about her."

Fleur glared at Bonbon, but the earth pony ignored it. Twilight shifted where she sat and licked her lips under Bonbon’s scrutiny.

How was she supposed to answer that question!? Or, more specifically, answer it without lying. If she told them the truth, how would they react? They hadn't blindfolded her or anything; she knew where the warehouse was now, and they had weapons.

Realizing, 'Then again, if this ends badly, I can just teleport away,' calmed her nerves. Twilight took a moment to recompose herself, then testingly admitted, "I was worried." Bonbon squinted at her suspiciously, but Twilight continued before Bonbon could interrupt her, "We would be a lot worse off if Nightmare Moon had lost that fight. You can't argue against that."

Bonbon's jaw tightened, and the mare gradually sat back in her chair. "Maybe, but that doesn't explain why you were so worried about her."

Twilight breathed in and turned to the left again. "She's Princess Celestia's sister—"

"She's not Princess Luna," Bonbon retorted.

Twilight turned back to Bonbon and stared at her. "How do you—"

Bonbon tossed her head to the side. "That's not important right now."

Twilight closed her mouth, frowning. "You don't trust me."

"I have mixed feelings," Bonbon stated bluntly.

Fleur bowed her head and turned to her right. "Bonbon."

Bonbon faced Fleur. "If we can't trust her—"

"We can trust her," Fancy Pants put in, drawing both mares' attention to him. "If I remember correctly," Fancy Pants asked her, bowing his head slightly, "you told Fleur and Bonbon that you're close to Nightmare Moon."

Twilight shifted her weight slightly and looked where the wall behind them met the ceiling. "I am..." she admitted.

"And even though she banished Princess Celestia," Fancy continued, "you don't want her dead."

Twilight frowned and looked at him. She didn't know Fancy Pants that well but remembered that he was normally a kind pony. And his expression was just the same, kind, soft, caring. Not hardened by anger or whatever Bonbon felt. "I don't..."

Fancy Pants nodded calmly in agreement. "Nor do I."

Bonbon exhaled at length and looked at the far wall. "Mark my words, it's the only way to be sure."

"Come now, Bonbon, you can't be sure of that," Fancy countered, then turned to look at the earth pony. "Killing her isn't going to be easy, and if there's an easier, and better way, then we should at least try that. As Twilight said, if what Nightmare Moon has said is true, then she is Princess Celestia’s sister. A sister none of us ever knew she had. Princess Celestia banished her, yes, but I would like to make the point that Princess Celestia did not kill her."

Bonbon looked at him. "She's a murderer. She's a monster."

Fancy's expression hardened, and after a moment, he nodded. "She is, but there's a saying. Perhaps you're familiar with it, given your previous work experience. He who fights monsters should be careful that he himself does not become one." A moment passed in silence. "We'd best be careful that we don't become monsters when we're trying to stop one. I for one don’t want Princess Celestia to return to find Equestria in ruins and her sister dead because we acted rashly."

Bonbon looked at him flatly, but backed down, turning away from him and muttering something under her breath.

Fancy Pants turned and set his gaze on her. "So, Twilight Sparkle, will you help us?"

Twilight waited a moment to steady her nerves, though she had already determined her answer a long time ago, and then nodded. "I will. But like I said, I won't help you kill her."

Fancy Pants nodded acceptingly. "I wouldn't ask you to."

"Thank you."

He smiled genuinely.

"So..." Twilight trailed off and sat back, trying to relax as best she could, though it wasn't easy. She still felt nervous, and Bonbon’s skepticism didn’t help any. "Where do we begin?"

"We were discussing the Wedding," Fleur commented with a nod, "and while Bonbon has asked one question, I still have a few more questions." Fleur glanced at Bonbon pointedly. "None as demanding as hers, of course." Fleur looked back at Twilight with a smile that helped ease her worries. Fleur’s smile faded as she returned to business, "Cadance had been replaced by the Changeling Queen. How?"

"Well, Cadance said that Chrysalis caught her off-guard—"

Fleur shook her head. "Not that. We want to know how Nightmare Moon didn't find out."

"Oh." Twilight paused for a moment. "Well, Nightmare Moon wasn't watching Cadance—"

"So we can contact Cadance now?" Bonbon cut in.

Twilight looked at Bonbon and nodded tentatively. "Yes. Cadance and Shining Armor both."

Bonbon nodded to herself in thought. "I understand that you're returning to Ponyville tonight. Do you know when you'll be in Canterlot next?" Twilight shook her head. Bonbon grimaced but nodded. "Alright. Talk to them for us when you get a chance then. I wouldn't expect them to rat you out to Nightmare Moon since you’re family, but..." Bonbon trailed off, rolling her head as she considered the concept. “I’ve seen it happen before.”

'This is going to blow up in my face isn't it?' Twilight worried. And with that worry in mind, she timidly nodded. "Okay." ‘Still, at least you know I’m doing this.’ That was at least one thing which wouldn’t blow up in her face.

"A few ponies have said that you and two of your friends—Rainbow Dash and Applejack—fought alongside Nightmare Moon during the invasion?" Fleur asked.

Twilight hesitated, then reluctantly nodded. "We did."

"You have my thanks for that," Fancy put in.

Twilight glanced at him and smiled awkwardly, then looked back at Fleur.

"And you helped her at Celestia's School for Gifted Unicorns?" Fleur asked.

Twilight nodded again, less hesitantly than before.

"All of the guards were disabled. You and Nightmare Moon weren't," Bonbon said. "No offense—I know you were Princess Celestia's protege—but from what I know, Princess Celestia didn’t teach you that. How were you able to outlast the Royal Guard?"

"Uh... I'm good with magic," Twilight testingly answered, "and... I am... or, uh... Well, I have been sparring with Nightmare Moon. It's one of—if not the main—way she's teaching me."

"Interesting," Bonbon muttered as she leaned back in her chair.

Twilight shifted uncomfortably from the way Bonbon looked at her. "Though for the record, I did lose that battle... they didn't stun me but..." she trailed off and gently bit her lip, not wanting to continue.

Fleur nodded. "And you lost to the Changeling Queen too, correct? That's how you found and rescued Cadance?"

Twilight nodded.

"So," Bonbon ventured, "that means you have experience fighting Nightmare Moon—" Twilight didn't like where that was going; her jaw tightened, "—which means you could help teach us how she fights, and how to beat her."

"In theory," Twilight quickly answered.

Fleur looked over at Bonbon. "I suppose that's something to keep in mind for a later date," Fleur said.

Bonbon gradually nodded. "Right. And what about Nightmare Moon moving to create an army?"

Twilight frowned. "How do you know about that already?"

Bonbon tossed her head to the right. "We have our ways."

"Of course," Twilight muttered.

"The point remains that she wants an army," Fleur said.

"Can you really blame her considering Equestria was just attacked?" Twilight asked flatly. “The Royal Guard could use the help.”

Fleur frowned and shook her head.

"It could be good," Bonbon offered, leaning her head to the right, then leaning her head to the left as she said, "or it could be bad."

"It could help us if we could convince them to help us instead of her, of course," Fancy Pants said.

"Of course," Bonbon agreed.

Fancy Pants cleared his throat, drawing everypony’s attention to him. “Assuming, of course, that we are forced to pursue that route. Attempting a coup against Nightmare Moon would be very risky, and not something to consider lightly.“

Bonbon grimaced, nodding slowly in agreement. Twilight wondered by the way Bonbon nodded if she had prior experience with something comparable.

"You said that Nightmare Moon trusts you, right?" Fleur asked.

Twilight nodded. "Yeah."

"Do you think you can help us get information from the Royal Archives, then? We're having trouble getting anything out, or even copying anything. If she trusts you, and if she's teaching you, it stands to reason you would have less scrutiny."

Twilight hesitantly nodded. "I could probably figure something out."

"Good," Fleur said.

"But I would need to be in Canterlot, and I'm going back to Ponyville soon."

"That complicates matters, but we can figure something out. Would she suspect anything if you asked for access to the Royal Archives?" Fleur asked.

Twilight remembered what Nightmare had told her, but she didn’t feel the need to bring that up, so she shook her head.

"What about the Forbidden Section?" Bonbon questioned.

Twilight hesitated as she thought about it. "I'm... not sure.” She had the feeling that Nightmare Moon would let her access the Forbidden Section—and in all likelihood, it probably was only a matter of time until Nightmare Moon gave her that access. “I imagine that if I asked, she'd let me—though probably with a warning."

Bonbon smiled. "Good."

"So," the mare farthest to the right, who up until now, hadn't spoken, started. Twilight—and everypony else—looked at her. The mare's coat was a soft teal, and her mane was a vivid blue. "Maybe these are stupid questions, but why did Nightmare Moon make you her student, why does she trust you, and why is she sparring with you?"

Twilight waited a few seconds before answering, "Nightmare Moon made me her student to help her. She was banished for one thousand years and wanted my help since she's... out of touch. So I advise her at times, or try to... and I... well—" 'Surely, if you are able to defeat me, I can be assured that you will be able to defend yourself from nearly any threat,' she remembered Nightmare Moon saying.

It was probably a bad idea to share that.

"—she wants me to be able to defend myself. That's why we spar," Twilight finished matter-of-factly.

Bonbon frowned suspiciously. "Why would she want that?"

'I care about you more than I should.' Yes, there was no way Twilight was going to tell them that. She shifted her weight and looked left and right, unsure the best way to answer. She settled on, "Because I'm her student?" She arched her brow. “Because I’m helping her? I did... help stop Discord. And Nightmare Moon said that she couldn’t do that on her own, so she has a reason for me to be able to defend myself.”

"And why does she trust you?" the same mare from before asked.

Twilight had no good answer for her. She looked down at the table, trying to think of something to say, but nothing came to mind. "I guess partially because I'm her student—"

"But you were Princess Celestia's student," the mare pointed out. “I would think that would make her more suspicious of you, rather than trust you.”

Twilight looked up at her. Watched the mare study her with genuine curiosity. Not accusingly. While she didn’t recognize the mare beyond being a teacher at the School of Magic, the teacher undoubtedly knew her because she had been Princess Celestia’s student.

"Maybe because she's insane?" Bonbon asked, breaking the momentary silence. "Think about it. She was banished, alone, on the moon, for what? One thousand years? Yeah, no, I really doubt Nightmare Moon is sane. And really, it's surprising she's sane enough to rule anything."

Twilight frowned at that. 'Maybe you're obsessed with me because I'm giving you a chance, then. Maybe that's why you have a crush on me.'

"Most of her actions don’t suggest she’s insane,” Fleur reasoned. She looked at Twilight and posed, “You’re closer to her than any of us. Do you think Nightmare Moon is sane?"

Which was a very good question. "For the most part—" Twilight bowed her head, "—yes." She paused for a moment and lifted her head back up. "It's..." she trailed off and tilted her head at an angle. "She has her own way of looking at things. She's very rational and intelligent, but she's..." 'Angry. Loses control when you make her mad.' "She has flaws. If you get on her bad side she tends to react emotionally, rather than actually thinking about it and considering her actions. She still does think about it, but not as much. And I have been able to reason with her when she's angry. So I wouldn't say she's insane."

Other than, perhaps, her holding a grudge against Princess Celestia, although, with how she knew Nightmare Moon and what she had been told, she understood why.

"And how hard do you think it would be to convince her to bring back Princess Celestia and the sun?" Fancy Pants asked. “Will we have to fight her or can she be reasoned with?”

Twilight frowned as she thought about it. 'Would you keep fighting even if it meant you would die?' she wondered. Nightmare Moon was defiant, yes, but also intelligent and calculated. Which meant more to Nightmare Moon, her life, or her rule and eternal night? Or how would Nightmare Moon look at a choice like that? 'Is keeping Princess Celestia banished, keeping eternal night, worth dying over?'

But from Nightmare Moon's perspective, Princess Celestia returning might result in her banishment again, or something just as bad, if not worse.

What did Nightmare Moon have to lose? 'Her life. Any chance that things could improve,' though knowing Nightmare Moon, the alicorn was convinced things wouldn't. 'Me.'

Nightmare Moon wouldn't just throw her away, but would Nightmare Moon throw her own life away when she was her friend?

For some reason, even the filing of papers sounded quiet and subdued.

"I... don't know. I know that it wouldn't be easy, but... I'm not sure," Twilight answered honestly.

"Would she even surrender? And if she does, could we really trust her not to use that to her advantage?" Bonbon asked skeptically.

"I don't know," Twilight admitted.

"Then we still might have to kill her before the night does too much damage," Bonbon stated.

Twilight frowned. "And how long will that be?"

Bonbon shook her head. "I don't know. Months? Years? Not decades. It's only a matter of time."

“Sooner rather than later,” Fancy Pants commented with a grimace.

Twilight steeled her resolve and sat up straighter, licking her lips. "And what if I can convince her to bring the sun back?"

Fancy Pants and the mare on his left frowned; Bonbon and Fleur shared an uncertain look. "Do you really think you can?" Fleur asked.

"I don't know," Twilight admitted, shaking her head, "but I can try." She stopped shaking her head and breathed in, then nodded. "I need to try. It just... might take a while to convince her."

"Well, that would be great and all, but we still need Princess Celestia back," Bonbon said, "and I doubt you'd be able to talk Nightmare Moon into bringing Princess Celestia back."

Twilight grimaced. "Right..." she trailed off. "And what about in the meantime? What are you going to do?"

"We'll do what we do best," Bonbon said with a smile. "We'll be in touch."


The harsh whistling of steam coming from the train was a sound Twilight still wasn't used to, and from the way Nightmare Moon eyed the train, she suspected her mentor wasn't used to it either. She shifted her weight and looked left, studying and considering the train. And as she thought about it, she turned back to Nightmare Moon, realizing, 'Or maybe you just don't like the way it looks.'

Yes, that was a distinct possibility.

Nightmare Moon gradually turned her head to the left, stopping when her gaze fell on her. And for a moment, they just watched each other, Nightmare's eyes twitching back and forth as the alicorn looked over her face. Then her mentor breathed in and glanced at Thorax, who stood at her immediate right. Nightmare Moon bowed her head once, then met her gaze again. "Stay safe," was her comment.

Twilight licked her lips and nodded. "Don't worry—" Nightmare's eyes and ears twitched slightly, "—I will." 'But you're still worried about me.' She would be fine, and so she put on a reassuring smile for her mentor's comfort. Nightmare's gaze darted to her lips, lingered for a moment, then jumped back to her eyes.

The alicorn nodded. "I do hope so."

'I know you do.' Twilight smiled more warmly, but her mentor couldn't. "I'll send a letter once we're back in Ponyville, that way you know we made it safely."

Nightmare hesitated a moment, then nodded. "I would appreciate that. Thank you." The alicorn looked away from her and scrutinized her friends, finishing by setting her gaze on Rainbow Dash and Applejack, who stood to the immediate right of Thorax. Her mentor nodded at them. "Again, you have my thanks for helping during the invasion."

"You're welcome," Applejack said.

"Anytime!" Rainbow offered.

Nightmare Moon nodded in acknowledgment, free from her previous animosity towards the pegasus. "I shall keep that in mind, though I do not intend to put you at unnecessary risk. As the bearers of the Elements of Harmony, risking you unnecessarily is... unwise."

Twilight frowned. "Do you really think you're going to need the Elements of Harmony again in the future?"

Nightmare shifted her weight, leaning her head to the left and looking over her, off behind her. "I do not know, but I will not take the risk." Her mentor leveled her head, looked at her, and breathed in deep, then nodded at her. Met her gaze.

Longed for something.

Twilight stepped away from her friends, walked over to her mentor, and hugged her. Pressed her chest into her mentor's chest, laid her head against Nightmare's neck. Lifted her right foreleg and wrapped it around Nightmare's neck. Her mentor leaned down and mirrored her action, though setting her chin against the back of her neck, holding her closer than she could.

Twilight caught Nightmare's scent of lavender, akin to her own. Felt Nightmare's steady heartbeat, the rise and fall of her chest. And after only a few seconds, Nightmare's head lifted from her neck as the alicorn pulled back. Twilight pulled away and stepped back to her friends.

"Stay safe," Nightmare repeated.

"I will," Twilight stated with a smile.

The train's whistle blew its shrill sound, drawing both their gazes to the train.

"I suppose you should be off now," Nightmare said with a nod.

"Yeah..." Twilight somberly agreed. She swallowed, then turned to face the train. Rarity, Fluttershy, and Pinkie Pie were already embarking; one of their batpony escorts stoically stood at the opposite end of the wall, watching on. Her turn came, and she climbed the stairs into the train car, then turned left and followed after her friends. Thorax and Spike followed closely behind her, then Rainbow Dash and Applejack, and finally the other batpony.

Twilight made her way back and sat down on one of the benches, by the window, giving herself a view of the train station. She looked out at her mentor, flanked by her own two batpony guards. Spike sat down at her left and Thorax opposite of her.

The door clicked shut, and after a short while, the train lurched as it started away from the station. Nightmare watched her until they couldn't see each other anymore.

Twilight breathed in deep, blinked, and turned to face Thorax, whose head turned about idly, taking in the inside of the train car. She took a moment to glance around; aside from her friends and herself, there weren't many ponies in the train car with them. The two batponies sat across from her, in opposite benches, facing each other, while her friends sat at the sections in front and behind where she sat.

Turning back to Thorax, Twilight found him looking out the window, watching the moonlit, blurred trees pass them by as they made their way back to Ponyville. "So," she ventured, shifting her weight and drawing Thorax's attention back to her, "what do you think?"

"Changelings don't have trains," he said idly. "We only have the one hive so we don't need them." He paused for a moment. "It's nice I guess," he added in a neutral tone. “It’s warmer than flying over the Badlands.”

"Only the one hive?" Twilight asked.

Thorax nodded. "Yeah. Just the one in the Badlands." He looked back out the window. "Equestria is a lot lusher than the Badlands," he commented.

"Uh, yes," Twilight agreed, "yes it is."

He didn't say anything.

She didn't know what to say.

She didn't like the silence that followed.

"So, uh, what do you think of Queen Chrysalis?" Twilight ventured in an effort to keep some conversation going.

Thorax looked at her with a frown, his ears folding back. "She's mean."

Twilight waited, expecting him to say more, but nothing else came. Her jaw gradually tightened. "Right... she did capture me and threaten to kill me to spite Nightmare Moon."

"Yeah that sounds like her," Thorax agreed neutrally. "She treats us like that too."

Twilight's brow folded down as she processed what he had said. "So she's not a very good Queen then?" she asked.

Thorax shook her head. "She's not, but we don't have much of a choice. Without her, we'd probably all die."

Twilight’s ears folded back. "That's terrible."

"That's the life of a changeling, though." His eyes did something that she couldn't quite understand. "Always hungry, always starving. Never enough to satisfy it, even after feeding."

Twilight shifted her weight uncomfortably. The glows in his eyes that seemed to serve as his pupils twitched away from her and focused out the window, followed by him turning his head. "And... there's no other way, other than feeding on ponies' life force and love?" she asked.

"Not just ponies," Thorax answered, turning back to her. "Anything, really. Except for plants. Plants don't really have any emotions so changelings can't really feed on them. Plants are strange."

"So—" Twilight tilted her head to the left, "—ponies, griffins, zebras, minotaurs, dragons, deer?"

Thorax nodded. "Yeah. Except maybe not dragons. There are a few other species too, but I don’t know what names ponies have for them."

Twilight frowned. "What about other changelings?"

He looked back at her. "We can't feed on other changelings. There's nothing to feed on, it's just kind of a void."

Twilight’s brow folded down more.

"Is that why you have to feed on other creatures?" Spike asked quietly.

"I don't know," Thorax admitted.

"How long can you go without feeding?" Twilight asked.

Thorax hesitated, tilting his head ever so slightly and looking at the ceiling for a moment, then he looked back at her. "It depends. In hibernation, we can go for years or longer without feeding if we were well fed before. Generally, we need to feed every few months when we're active, though we can go longer, but it's not pleasant." A moment passed. "If we could, we would feed nonstop. Equestria has a lot more love than the other places we've fed."

"Is that why you attacked Canterlot?" Twilight asked.

"Queen Chrysalis said that after we conquered Canterlot, we would easily conquer Equestria and be able to feed freely," Thorax answered.

That sounded very unpleasant for ponies. What would become of them? Would they simply become farm animals, herded for the changelings to feed upon? 'It's probably a good thing we helped Nightmare Moon.' Twilight didn't like thinking about the alternative. "Did she have a plan for after conquering Equestria?"

A few seconds passed in silence. "I don't know," Thorax mumbled.

"Well, do you know what she planned to do to Nightmare Moon and Cadance if she won?"

"She'd probably keep them for herself. Either to feed on or as trophies, or both," Thorax answered unsurely. "Cadance is the Princess of Love, so she'd definitely want her."

"What about Nightmare Moon?"

"I don't know. Probably a trophy. We were planning the invasion for a while. Before Nightmare Moon showed up. Nightmare Moon's arrival changed things because we didn't know how she'd factor into the attack, but on the other hoof, Princess Celestia was out of the picture," he said. “It was more of a net negative since we knew what to expect from Princess Celestia.”

"What about the eternal night?"

"I don't know," Thorax answered.

Twilight looked out the window, looking up at the night sky, letting her frown fade away. 'They were planning the invasion for a while, so it would have happened regardless of whether Nightmare Moon returned or not.' She turned back to Thorax. "What was she planning to do to Princess Celestia?"

"I don't know, probably the same thing as with Cadance since everypony seemed to love her."

"You don't know a lot, do you?" Twilight questioned.

"Sorry," Thorax apologized in a neutral murmur. "Queen Chrysalis only tells us as much as we need to know."

'Compartmentalization, like the resistance?' Twilight wondered. 'Does she not trust the rest of the changelings?' "I guess that makes sense," she admitted.

"You and your friends are a lot nicer than changelings," Thorax randomly put in. "Changelings don't really do friendship."

Twilight frowned at that. 'That sounds like how I used to be,' made her grimace. "You work together though? I saw changelings carrying other changelings away when they had been stunned."

"Leaving them there would waste resources," Thorax said neutrally. "Queen Chrysalis would rather not waste resources."

"Is that what she thinks of all of you?"

He didn't immediately respond.

"We're replaceable."

'That almost sounds like Nightmare Moon.' Or worse, 'That's how Nightmare Moon thinks of the batponies, isn't it?'

Or was it?

Twilight wasn't sure. 'You wouldn't throw their lives away, but would that only be because it's wasteful or because they're ponies?' She pondered the thought, suspecting it could go either way. 'If you don't think about it too much, then you wouldn't because it's a waste of resources, but I don't think you like the idea of just sending ponies to die.'

Nightmare Moon had restraint, but maybe Twilight was lying to herself.

'You saved a foal from burning alive.'

Twilight had no answer. 'Maybe I'll ask you. Maybe I should ask you, then you'd have to think about it and answer.'

And maybe that was a good thing because she needed to know how Nightmare Moon looked at it. Would Nightmare Moon consider them as resources or ponies? Discord's warning echoed in her mind, and for it, she shifted her weight and pulled her legs closer to her body.


The rest of the trip back to Ponyville was, thankfully, uneventful. Twilight quickly found that, for all of the questions she had for Thorax, there were only so many she could ask before she needed to take notes—and unfortunately, she didn't have a notebook and quill with her.

The few ponies other than her friends disembarked first, followed by one of the batpony guards and then her friends. Thorax was up before her and Spike, and so he led while Spike walked at her side. The last batpony followed behind her.

Once standing on the platform, Twilight idly looked left and right, briefly glancing over the ponies making their way into town. 'There aren't more batponies here?' She had expected batponies to be waiting for them, but apparently, their escort was all they got. She frowned a bit.

The first batpony walked back over to her, stopped, then straightened his body as he would before Nightmare Moon—or her authority. "Ma'am."

"Thank you," Twilight said. "We'll be fine from here."

He nodded, then they both bowed to her—Twilight bit her lip and glanced around; her friends noticed as much as she did—and then they stood back up and she watched them climb back into the train. When she turned back to the station, she found her friends still looking at her. "What?"

Rarity shifted her weight and turned to face her. "Well, it's rather odd that they do that, don't you think? It seems that every time you're around all of the guards are bowing to you."

'Yes, that's a rather accurate summation,' but Twilight kept it to herself and forced a smile. And the smile felt forced. "Yes. Well. I'm sure Nightmare Moon is responsible for that."

Rarity hummed in thought and turned back away from Twilight. "Well, I for one must say it's wonderful being home again." Her friend tossed her head back and set the front of her foreleg against her forehead. "Alas, for all of Canterlot's glory, the changeling invasion was simply dreadful."

A moment passed; Rarity straightened herself, then looked at Thorax. "Er, no offense, Thorax."

"It's fine," Thorax droned. "It wasn't much fun for me either."

"I reckon it wasn't fun for any of us," Applejack drawled.

Rainbow took that opportunity to fly a few feet off the ground, zip over to Applejack, and then hover there, folding her forelegs over her chest. "Oh come on, we were totally awesome!" The mare energetically threw her forelegs out for emphasis. "The way you and me and Twilight were kicking those changelings' flanks! We really gave them something to think about, huh?"

Applejack rolled her eyes and head to the side.

Rainbow snorted, then zipped over to her quick enough that she jerked back. "You were awesome with that really quick teleportation!"

Twilight’s jaw tightened. "Thanks," she forced out.

Rainbow landed and leaned her head back in an exaggerated motion. "I guess—" her friend drawled, then leveled her head on her again, "—maybe Nightmare Moon teaching you is kind of awesome, if that's what you're learning."

Her jaw relaxed, and her smile returned more naturally. "Thank you," she murmured.

Rainbow beamed, then jumped into the air and zipped back over to land at Fluttershy's side.

"Well, if she is teaching you how to defend yourself, perhaps it's not such a bad thing," Rarity mused. "Though I still question why, I begrudgingly admit that she cares about you."

Twilight’s friends offered grumbled mutters of agreement with Rarity, then after a few seconds, they looked at each other and gradually grouped up, facing her. "We're sorry we doubted you and Nightmare Moon," Applejack said.

Twilight’s smile wilted. "It's okay. I know she's not perfect—" she nodded her head as her lips pulled into a grimace spurred on by several memories, "—but she's trying. And yes—" she smiled, "—I'm being careful."

They smiled at her, though not the same warm, fond smile she treasured. She walked over to them, and they gathered around her and hugged her. She hugged them back and relished their warm embrace compared to the cold night. "I think... I think as long as we're together, it'll be okay," she murmured.

"The Elements of Harmony?" Rarity asked.

A soft giggle escaped Twilight’s lips. "That too."

"It's a lot nicer seeing you able to laugh, Twilight. A lot better than how you used to be, so terrified all the time," Applejack said.

'Nightmare Moon was terrifying. She's changed, but I also know her better now.' Maybe Equestria needed to know her better, then. "It's... nice being able to laugh," Twilight admitted.

"Yepperoni!" Pinkie cheered. "Being able to laugh and smile is what makes life worth living! Well, that and frosting."

Twilight couldn't tell if Pinkie was joking or not, but regardless, she laughed. "Thank you all."

They gradually parted, with her friends still staying in one group, aside from Spike, who was at her side. "Well, I don't know about all of you—" she turned to look at Spike, smiled, and then looked at Thorax, "—but I have studying and research to do."

Thorax's eyes twitched and his wings jittered. "Why do her eyes do that thing when she says research?"

'What?'

"You get used to it," Spike offered nonchalantly.

Twilight looked at Spike with a frown. "What's that supposed to mean?"

Spike looked back at her with a clearly forced smile. "Haha, it's uh, nothing, really. Just how you get really focused and intense at times..."

Twilight puffed out her cheeks, then huffed. "Fine. So I do go overboard on some things," she grumbled. She turned away from them and started off towards the street. Her friends parted down the middle for her to pass by them.

Applejack's hoof came to rest on her shoulder. She stopped and looked at her. "Twilight? You might not want to hear this, but you need to." Applejack paused, then bowed her head lower and flexed her eyebrows up, "And don't take this the wrong way," came out more forced and firmly.

"You say that you know Nightmare Moon's not perfect," Applejack stated. "She's done good things and she's done some downright awful things." Twilight frowned but let Applejack continue. "Don't excuse or defend the bad things. If she cares about you, and if she listens to you, then you need to call her out for what she's done wrong."

Twilight turned to face Applejack. "I try to," she said softly. "I'm supposed to advise her, so I try to give her good advice. For the most part, she listens to my point of view."

Applejack pointed nodded towards the sky. "And what about the permanent night, Twilight?"

Twilight was silent.

Applejack eventually nodded. "You need to talk to her about it, then. It ain't good for anypony. You know how badly it's affected everypony. I know you haven’t seen the farm before the whole eternal night thing, but things aren’t the same."

Twilight turned her head ever so slightly to the left. "You know she's not going to like that."

Applejack sighed and closed her eyes as she nodded. "I know, Twilight. I know." Applejack lifted her head back up and breathed in. "But you can't just excuse her for doing that, or defend it. It ain't right, and you know that. Don't forget about us or everypony else just to be her friend, alright? If you're really her friend, then you'll tell her when she's making terrible mistakes like that."

Twilight waited a few seconds, then gradually turned her head right and looked at the rest of her friends, taking in their mixed, concerned, and worried expressions before finally turning back to Applejack. She breathed in, then exhaled and nodded. "Okay. I'll—" she turned her head to the left again, "—talk to her about it when I get the chance."

"Thank you," Applejack said genuinely. Without any hesitation, Applejack pressed her chest into Twilight’s and hugged her. Twilight laid her head against Applejack's neck and returned the hug, and barely a minute later, the rest of her friends gathered around her again for another group hug, though it was more subdued than before.

They eventually parted, and after a few seconds of standing in silence, she turned from them and started off once more. A few steps later and both Spike and Thorax were at her side. And for a long while, the trip back to her library was quiet.

"You don't defend what Nightmare Moon has done with the eternal night, right?" Spike asked.

Twilight looked over at him, studied his frown for a few seconds, then sighed as she looked ahead. "It isn't right, but I just... I don't know how to talk to her about it. It's not going to be easy. I know that I need to talk to her about it, though..." she trailed off and bowed her head to look at the dirt road. 'Everypony needs me to talk to her about it. The Resistance, my friends, everypony else.'

'Princess Celestia.'

'I need to get you to forgive her too. But how am I supposed to do that? Where do I even begin?'

Or maybe Nightmare Moon had already given her a hint without either of them knowing it? 'You're not happy. You said that. You said you doubt yourself.' But even with knowing that, Twilight wasn't sure she could figure out how to make it work. 'Maybe Cadance can help.'

Yes, Cadance could likely help. Cadance was good with ponies. Calm and understanding, and from what she could tell, it went a long way. Nightmare Moon seemed to agree, as Cadance had been her tool to calm ponies down.

Twilight finally found herself opening the door to her library with her magic. 'One step at a time,' she decided as she led them inside. Thorax walked in and took his time looking around while Spike headed towards the kitchen. She closed the door, then looked at her little brother. "Spike? Can you send a letter to Nightmare Moon, telling her that we're back safely?"

Spike looked back at her and nodded. "Yeah."

Twilight offered him a small smile. "Thank you." She turned back to Thorax. "So," she ventured, drawing his gaze to her, "what do you think?"

Thorax looked away from her to study the bookshelves. "It's nice," he said neutrally. His head turned away from her again to study the room further. "Changeling hives aren't this nice. They're hot and humid, and we don't really do decorations."

'That sounds about right I guess.'

"And the Badlands are kind of bare, too. So the vegetation is nice, other than it being winter. I'm surprised there's still vegetation with the constant night."

Twilight frowned. "The moonlight, and magic," she pointed out. "Both Nightmare Moon's and earth ponies' magic."

Thorax looked back at her. "I guess. How long do you think that can last, though?" he asked neutrally.

Twilight had no answer, and eventually breathed in, then fidgeted under his curious gaze. "I don't know. I know that Rainbow Dash and some of the other weather pegasi in Ponyville complain about it almost on a nightly basis, but other than the cold, it doesn't seem like it's that bad to me."

His insectoid wings jittered. He turned away from her. A few seconds passed before Thorax looked back at her. "And what about the other races? A lot of them don't have magic like us."

Twilight grimaced. 'The minotaurs and griffins don't have magic like we do.' "I don't know," she eventually admitted.

Out of the corner of her eye, Twilight saw Spike walk into the room. She turned to look at him; he was holding a scroll, which he held out for her once he was close enough. She took the scroll—bound with Nightmare Moon's seal—in her magic, broke the seal, and read.

Twilight,

I am glad that you have returned safely. I have decided that I will visit you tonight. As much help as you have been with organizing things, it is still tedious and irksome. I will spare you the details in this letter.

Your friend.

Twilight smiled and rolled the letter back up; Thorax's wings jittered again and he looked at her in an odd way she couldn't quite place. She looked back at Spike and teleported the scroll to her nightstand. "Thank you."

Spike smiled. "No problem, Twilight."

"Right, well—" Twilight turned back to Thorax, who turned to face her, "—why don't I show you your room?"

"Okay," he droned.

Twilight waited a moment, then turned around and trotted up the stairs. Instead of walking, Thorax's wings buzzed as he flew to the top and landed. She opened the door to the guest room, and he walked inside and looked around, turning his head every which way to sweep his gaze about, taking in the bookshelves, dresser, bed, and nightstand. "I know it's a bit small but uh, it's what we have."

"That's fine," Thorax said. He walked over to the bed, then set his hoof on it. "This is a bed right?" He looked back at her.

Twilight nodded. "Er, yes."

Thorax looked back at the bed. "Changelings don't have beds. We just sleep on the floor. Or in pods."

Twilight gradually nodded. "Huh. I imagine it's not very comfortable?"

Thorax looked at her. "It's what we're used to."

A few seconds passed. Thorax stepped back and investigated the nightstand, then the drawers.

“I’ll make a plan for us to visit Zecora sometime soon,” Twilight said. Thorax paused and turned back to look at her curiously. “She’s a zebra who lives in the Everfree Forest,” she elaborated. “I... want to try to help solve your uh...” she smiled awkwardly. So far, Thorax had not shown many aggressive tendencies, but she still felt nervous as she continued, “Issue with needing to, um... feed on ponies lifeforce. Love...” she trailed off.

Thorax turned around to face her, his wings buzzing slightly. “Do you really think you can do that?”

Twilight breathed in, then exhaled. She slowly looked to the left, then the right, but the walls and books here wouldn’t help her any. “I don’t know,” she answered as she met Thorax’s gaze, “but I have to try.”

Thorax nodded slowly. “Queen Chrysalis said it was impossibly... That the only way is to feed on other creatures’ lifeforces and love... But maybe you can find a way.”

Twilight smiled hopefully. Thorax turned his attention back to the drawers. "Well—" Twilight turned and started back down the stairs, "—if you need me, I'll be studying."

"Okay."

Thorax didn't say anything else, so once back in the library, she headed to the basement door, opened it, and descended down to her study. Rather than crates of books, this time there were only stacks of books on her desk, and even those weren't that big.

Two piles sat on the left: the farther one with four books, and the closer one with three. And on the right side of the desk was a single book—just as she had left it.

Sadly, the covers had collected just enough dust to make her grimace. With a quick flourish of her magic, she cleaned the books' covers and sat down, levitated the topmost book from the pile of three to the center, and opened it to her bookmark.

She smiled happily, finally getting a chance to get back to the normalcy of reading and studying. It really was a welcome break from dealing with the changeling invasion. The silence, aside from the chime of her magic and the turning of pages, was welcome. Even the smell of the books was pleasant and relaxing.

But it could only last so long before she grew distracted. 'You're not happy. You need to forgive Princess Celestia. You need to bring the sun back.' And with those thoughts in mind, the enjoyment of reading faded away. The book lost its magical properties to her; she lifted her head and looked at the wall, more focused on her thoughts than her studies.

'We raised the moon together, and you were unhappy. But, you are opening yourself up more. I can help you, can't I?' Yes, she was sure of it as she considered it, and because of it, she felt hopeful.

And maybe Nightmare Moon could be free and happy like Luna had been.


A timid knock on the door. Nightmare Moon looked up from the scroll she was reading, then turned her head back. "Enter," she called.

The door parted, revealing a single Royal Guard unicorn. He did his best to maintain a stoic expression, but his muscles betrayed him. 'You are nervous.' Nightmare Moon held back a scowl. "What is it?"

"Your Majesty, I regret to inform you that Steel Bar has been recalled to the Minotaur Empire."

Nightmare Moon frowned and stood, then turned around to face him. "Recalled?"

The guard shifted his weight, looked left and right, then at her, and nodded hastily. "Yes, your Majesty. He gave no further details."

Maybe it was simply paranoia, but Nightmare Moon felt an inkling of concern and dread, not that she let it show. "I see. Very well." He shifted uncomfortably. "Thank you."

"Of course, your Majesty." He bowed, then turned and left, closing the door behind him.

Nightmare Moon watched the closed door for a few seconds longer, then turned back to her scroll. 'Perhaps it is nothing. Perhaps it is out of concern over the Changeling Invasion.'

But she wasn't going to take chances. She teleported a clean scroll, levitated her quill up, and wrote out a message. Dried the ink with her magic, rolled the scroll up and bound it with her seal, then teleported the scroll to its destination.

'And now back to more irksome matters.' Or at the very least, matters more concerning for the immediate future.

Like Cloudsdale. The lone weather factory could only do so much, and that was being strained with the weather being, according to the pegasi, harder to control and manage—and it did not help that the pegasi themselves were disillusioned and discontent.

More weather factories would solve the issue, but it would take time to construct the new factories and train the pegasi how to properly use the factories.

'Perhaps I shall send Cadance to talk with them.' Yes, that would help, even if it only held back dissent for a little while. 'Once Winter ends, things will get better.'

'Perhaps I should send Twilight with you.' She pondered the passing thought and found herself nodding, fond of the idea. It would give Twilight an opportunity to learn from Cadance how to deal with ponies better than she could, it would give Twilight experience with some tasks the filly might find herself dealing with in the future.

Yes, the experience would be good for Twilight.

She settled on her course of action and set about finishing reading the reports, though none of them were quite as concerning as the ones of Cloudsdale and the Weather Factory; there were no reports of anything that would indicate new changeling infiltration of other cities, nor of changeling activity on the border with the badlands, nor of any new, more crippling economic worries.

And having finished going over the reports, she stood up, walked through her bedchambers, and stepped out onto her balcony to behold the night sky, Canterlot, and Ponyville so far away. The Moon was low in the west, so she did not look that direction lest the visage of the scarring sour her mood further. And yet, for looking out over the valley before Canterlot, the plains stretching to Ponyville, and the village itself, she found herself unhappy.

She did not feel peace, nor joy. Neither freedom, nor relaxation. Her thoughts betrayed her: rather than her mind being free, she found herself worrying and contemplating the Minotaurs, contemplating the weather and the Winter and her night, contemplating the resistance, the dissent, and the changelings.

Considering how she did not feel like she had won.

And so she turned to the right and set her gaze on the scarred moon. Watched it in silence. Considered and wondered what Sister was doing.

Was Sister looking at Equis, crying?

Was Sister screaming in anger as she had for so long?

Was Sister plotting her revenge upon her return, how subtle it would be if Sister was able to defeat or evade her?

Or was she wrong?

Was Sister simply sitting on the moon, looking up at Equis, wondering where it had all gone wrong? Wondering how she had failed, wondering if it was her fate as she once had?

'What if I am wrong? What if Cadance and Twilight are right?' she wondered in the silence. 'You hurt me so much and now I am hurting you. Were you truly blind and simply naive, rather than purposefully hurting me? And I am purposefully hurting you for what you did to me.'

And she knew Cadance and Twilight would both say she was wrong, that Celestia wasn't as she knew her and remembered. 'She was blinded by ponies' praise, and you're blinded by your hatred for her,' Cadance had said.

She turned away from the Moon, looked back at Ponyville. Breathed in deep of the cold night air. Exhaled.

Cadance and Twilight were wrong, not her.

Because time had taught her that lesson.

Sister had one thousand years to make amends. And Sister had not. Nay, Sister had only erased her works that ponies would forget who she was and what she had done for them.

She steeled herself against the doubt, though it did little to fortify herself against her other worries, concerns, and dreads.

She bowed her head; a sighed escaped her lips. In the courtyard below, Royal Guards and batponies silently patrolled.

'There are only so many of them. If the Minotaurs attack, Equestria is unprepared. If the changelings attack again, I will have to take to the field. If they ally against Equestria, it will not end well for us.'

'An army will take time to build and train. I have been a fool, I should have started this months ago. I have been complacent.'

'Ponies will not even want to join an army that I command.' Which would be the reason why she would keep a good distance away from trying to convince ponies to join. 'The only reason they would join is if Equestria is under threat, and by that time it will be too late.' She thought back to the experiences of her youth, the mistakes she had made and the lessons learned the hard way.

Perhaps the economic woes would work in her favor, allowing her to recruit ponies who have otherwise lost their jobs, but that could only go so far. It was likewise unsustainable; how could her kingdom outshine Sister's if it was constantly plagued by such problems? Nay, it would only become a mockery of her, boldly displaying her failures as a ruler—which would sow more dissent, creating a cycle that only smothered out Equestria.

And for it, she had the inkling of the dreaded thought, 'The only way this will end is with my death.'

How could it not? Ponies hated her; they would choose Sister over her in a heartbeat, and when Sister returned, they would surely flock to Sister and take up arms against her. Or perhaps it would be at Sister's hooves when Sister returned, or perhaps Sister would only banish her again.

Her muscles tensed and her jaw clenched at the thought. 'I will not be banished again!'

Even if it killed her.

And perhaps it would yet be Twilight's doing. Perhaps it would be a dagger in her back as she slept with her, or perhaps a spell to her heart that she could not defend against. She contemplated the idea, mulled it over; compared to the thought of dying at Sister's hooves, it did not draw as much of her ire.

Though picturing Twilight hating her left her wanting for Twilight's company, just to see Twilight smile, just to know that Twilight didn't hate her, just to know Twilight was comfortable around her.

She shook the thoughts from her mind. 'Enough of this. It is pointless to consider.' Yes, it only distracted her, and distractions would only hurt her further. She powered up her horn and teleported just outside Cadance's chambers, then hastily knocked.

A few seconds later, and the smaller, younger alicorn opened the door, looked up at her, and smiled a soft, genuine smile, then stepped to the side without her asking.

Nightmare Moon shifted her weight, then gradually walked inside and looked around the well-kempt room. The door clicked closed, and she gradually found herself looking at the floor, listening to the click of Cadance's hooves on the floor. She shook herself from her thoughts and turned to face Cadance, then bowed her head. "I will likely be sending you to Cloudsdale in the future to deal with—" she tilted her head to the right, not sure the best way to describe it, so she settled on, "—unrest."

Cadance frowned; she straightened her head once more. "I've heard that there have been problems with the Weather Factory, but I don't know the details."

Nightmare Moon grimaced and turned her head to the right. "Yes. There have been. I will spare you the details for now; I am sure you can learn them in the meantime." She turned back to Cadance. "I intend to send Twilight with you." Cadance's frown deepened for a moment. She slowly turned her head left, then back right. "Twilight would benefit from the experience, I think." She shifted on her hooves. "It would do her good to see how you talk to ponies."

"She has seen me talk to ponies. I was her foalsitter," Cadance pointed out.

Nightmare Moon grimaced. "Yes, I know. I simply mean that..." she trailed off and pressed her teeth down to hold tongue. After a few seconds, she let go, then nodded. "I think it would be good for her to see how you talk to ponies who are causing problems."

Cadance seemed to disapprove of that word choice, but chose not to say anything about that. "And you don't think her having friends helps her get that kind of experience?"

Nightmare Moon hesitated and pursed her lips, taking several seconds to prepare an answer. Once she was ready, she slowly tilted her head down. "It is... not the same. You’re dealing with ponies who are disillusioned, unhappy, and on the verge of causing problems for other ponies is more... I do not know what term to use. She would be seeing you act as a ruler."

Cadance raised an eyebrow. "It sounds like you're wanting her to learn how to lead as a princess."

Nightmare Moon nodded. "Yes. It would be good for her."

"Why do you think that?" Cadance asked.

Nightmare Moon shook her head. "I cannot teach her that."

"I'm asking why you think it would be good for her to learn that," Cadance stated.

Nightmare Moon shifted her weight. "Do you think it is not?"

"I didn't say that," Cadance said calmly. "But you have a reason for wanting her to learn this, other than it just being good for her."

Nightmare Moon hesitated and drew in a deep breath, then gradually let it out. "So I do." She gradually turned her head to the right and grimaced. 'I do not want to discuss this with Cadance.'

And if she really didn't want to, then she simply didn't have to.

But, at least to an extent, she trusted Cadance—and Cadance could help her. As it was, Cadance waited patiently, seeming to expert her to elaborate.

Nightmare Moon forced herself to face Cadance again, though found her eyes darting off to the sides to avoid meeting her gaze. "I... would intend for Twilight to become Regent if I am incapacitated."

Cadance jerked in bewilderment, her mouth parting and her eyebrows pressing down. "Regent?"

Nightmare Moon fluffed her wings and hastily tossed her head left and right. "She is the only pony who I would trust—"

"You know—” Cadance’s brow arched, “—she's not ready for that. You'd send her into a panic attack," Cadance pointed out.

Nightmare’s grimace returned and she met Cadance's gaze. "I know, which is why I would like to attempt to prepare her for it. I am not saying I expect her to ever have to fill the role, though I would like to have the comfort that she could if it was necessary."

Cadance frowned and closed her mouth. After a few seconds, the frown faded and Cadance turned her head slightly to the left. "There's another reason, isn't there?"

Nightmare Moon stared at Cadance, the internal struggle of, 'Do I tell her?' paralyzing her into inaction. Her wings gradually slumped from her sides, she caught it, but Cadance had already seen it. She slowly turned her head to the right as she breathed in. "You know her potential." She turned back to see Cadance nodding calmly. She shook her head, knowing that was the extent of what her Niece saw. "You see her potential, but you do not know her destiny, do you?"

Cadance frowned.

"She will ascend, Cadance," Nightmare Moon stated wholeheartedly. Nothing would change her conviction of that, and it was wholly on display to Cadance. "I am certain of it. If it does not happen naturally then I will make it happen."

"You're going to make her an alicorn," Cadance echoed.

Nightmare Moon nodded. "I may not know how, but I will find out Cadance. I will ascend her..." she trailed off and shook her head. "Anything less than that is unacceptable," she stated.

And Cadance looked at her, having no words. Neither disbelief, nor condemnation, nor acceptance. And her Niece asked a single question, "Why?"

"It must be her destiny. I have felt her magic, Cadance. Her potential is incredible... greater than mine and Sister's. I want to see her reach that potential." Nightmare Moon turned her head to the right, idly let her eyes drift over the wall. "I have dreamed of the night, Cadance, when we fly together. With her carried on her own wings. Where we sit on clouds together without spells. I have dreamed of her moving the sun and moon with magic, without any help. Where she is complete, where she is confident in herself."

And yes, those dreams were beautiful. Beautiful and peaceful, finally letting her have some taste of the joy and freedom that were so stolen from her.

Nightmare Moon turned back to Cadance. "I have dreamed of it so much Cadance," she admitted, then shook her head. "Twilight will not be complete until she ascends. I have felt that much. She is yet incomplete... Perhaps I am a fool for it, perhaps it will be the death of me, but I do not care: Twilight will ascend—" she bowed her head for emphasis, "—and I will make it happen if it does not happen naturally."

For a long while, Cadance watched her. Eventually, her Niece nodded, perhaps to herself. "You really mean that, don't you?"

Nightmare Moon lifted her head higher. "I do," she stated.

Cadance's eyes drifted to the left, and a moment later, her head followed. She watched her Niece's eyes dance back and forth, watched as Cadance pondered what she had said. And eventually, Cadance turned back to face her. "I'll help you, if you want."

Nightmare Moon hesitated, then nodded. "I... would appreciate that, Cadance." She shifted her weight and again looked at the wall on her right. "Though... I know it will be a while before anything comes of this." She turned back to Cadance. "She is not ready."

Cadance gradually nodded in agreement. "And you want her to be."

"I do," Nightmare Moon admitted. "And it may still occur naturally. It... seems most likely that it will occur naturally."

Cadance nodded more slowly, thinking about it.

"I would..." Nightmare Moon paused as Cadance looked back at her. "I would ask that you do not tell her."

Her niece frowned but nodded. "I think she'd rather you tell her." A moment passed. "You are going to tell her, right?"

"Not yet. I will, but not yet."

Cadance nodded again.

Nightmare Moon breathed in deep, then exhaled. "I... suppose I shall take my leave now, Cadance. I... will visit Twilight."

Cadance smiled warmly. "Tell her I said hi."

Nightmare nodded. "I will." She started channeling her magic into the spell—

"And Nightmare?" She hesitated, waiting on Cadance. "Enjoy your evening with Twilight."

For a few more seconds, Nightmare hesitated as she contemplated how genuine and friendly Cadance sounded, then she nodded. "I... hope to." Cadance's smile flashed warmer. She cast the teleportation spell.

The crack and flash of magic that announced her arrival were met with a yelp off to her left that she recognized as belonging to Spike. She turned to find the startled dragon with his claws carrying a platter with a teapot and teacup, both of which wobbled but remained upright.

"You scared me."

Nightmare Moon turned to face him. "That was not my intention."

He shifted his weight. "Right. Uh, Twilight's in the basement. Studying."

"Ah. I presume you were bringing her tea?"

"Yeah. Do you want a cup too?"

Nightmare Moon nodded. "That would be nice, yes."

Spike turned and headed back into the kitchen; Nightmare Moon turned to the basement door and walked over to it. Peering down into the basement, she found her student sitting on a chair, hunched over her desk. Reading, as if nothing had happened. 'Did you truly not notice my arrival?' Her muzzle scrunched up at the thought; she put the thought aside and started down the stairs. After the first few clicks of her shoes on the stairs, Twilight's head lifted up and her ears perked up.

A moment later, Twilight turned back to see her and immediately smiled. Nightmare smiled back as Twilight hopped out of her chair and turned around to face her.

"I hope your studies are going well," Nightmare greeted.

Twilight winced and slowly turned back to look at the desk and the books. "Right... uh—" Twilight turned back to face her; she reached the bottom of the stairs, "—not really. I uh, I've been distracted," the filly mumbled sheepishly.

Nightmare frowned a bit and decided to walk over to her. "Distracted?"

"Yeah," Twilight said, gradually leaning her head to the right, "Just... a lot on my mind." A moment passed, Twilight tilted her head to the left and leaned forward. "Which I suppose is actually... rather common, anymore."

"I see. If there is anything you desire to talk about, I will listen," Nightmare offered. For a moment, she caught Twilight's lips flinching as her friend straightened her head. And then Twilight thought it was a good idea to avoid looking at her. She breathed in and nodded. "So there is," she ventured.

And Twilight winced and looked at the floor. "Yeah, it's just..." A few seconds passed in silence, then Twilight shifted her head and looked back up at her. "We really need to talk."

Nightmare frowned. "You sound... uncertain. Hesitant." Neither of which bode well. "What is wrong?"

Twilight opened her mouth, only to stop at the sound of Spike's claws on the stairs. Eventually, the young dragon walked over beside her. Nightmare looked aside at him, and he alternated looking between her and Twilight, but mostly Twilight. "Tea's ready."

Twilight took the pitcher and both cups in her magic. "Thanks, Spike."

"You're welcome, Twilight. If you need anything else, let me know," Spike said, then turned to make a hasty retreat.

Nightmare looked back at Twilight and found a teacup offered to her. She took it in her magic and brought it under her muzzle while she watched Twilight take a drink from her cup and set the pitcher down on the desk. The scent was chamomile, but sweeter, and a taste confirmed it. It was almost too warm, yet it was soothing.

Nightmare lowered the cup and watched Twilight, waiting for her to decide what to say. As she watched it, she could see the way Twilight struggled to make a decision: Twilight's eyes became unfocused, looked off to Nightmare’s left, and the filly's head gradually tilted straight at her chest. And then there was the subtle fall back at Twilight's ears that brought her to frown.

And then, Twilight's eyes jumped up to meet hers, and the filly lifted her head back up as she breathed in deep. "Maybe... not tonight. Another time?"

"If it is important—"

Twilight winced and shifted her weight about on her hooves. "It is—" Twilight turned her head to her right, "—but it's not a conversation either of us are going to enjoy."

A few seconds passed, then Twilight gradually looked at her, grimacing. "I see," Nightmare Moon acknowledged. "So... you would rather not discuss it tonight."

"Yes. I uh... I need to think about how to... talk about it more."

Nightmare gradually bowed her head. "Very well. Whenever you are ready, we will speak of it..." 'Is it about my feelings for you?'

The thought twisted her heart and she squirmed where she stood, her wings pressing tight against her sides. She opened her mouth, only to catch her tongue with her teeth to stop herself from just blurting something out.

Twilight squinted at her. "Are you okay?"

Nightmare gradually let go of her tongue and breathed out, then inhaled. "I am... concerned it regards... how I..." She found that she couldn't bring herself to finish the sentence; her mouth closed and her jaw tightened. She slowly turned her head to the left. 'Coward.'

But Twilight seemed to recognize what went unsaid. "Oh. Uh, no. It's not that. It's just... it's something else."

But Nightmare took no comfort in it, even as she turned back to Twilight. Her lips pulled into a thin line.

Twilight offered a soft, reassuring smile. "Really, it's not," the filly murmured.

A little of her unease, a little of the tightness in her chest and jaw faded, but it was still there. She turned her head back to the left, looked at the wall.

And a moment later, Twilight was against her chest. Nightmare’s eyes darted back to Twilight just in time to watch her head come to rest against her neck. She managed to relax, feeling Twilight's warmth against her. She turned back and leaned down, setting her neck against Twilight's and setting her chin in Twilight's mane while the filly's right foreleg wrapped around her neck. "Very well..." she relented.

Eventually, Nightmare found herself sitting on her haunches, and Twilight sat down too.

And as the hug lingered, her mind drifted to her dreams. She imagined what it would be like for the filly, perhaps a grown mare, to wrap her majestic wings around her body, and to likewise embrace Twilight with her wings.

And as if to insult her, though knowing it wasn't, Twilight pulled out of the hug. And for it, she felt disappointed; a sigh escaped her lips as she bowed her head.

For a while longer, they sat there in silence.

Twilight eventually asked, "So uh, I'm guessing not a lot has happened since we left Canterlot, but how are things going?"

Nightmare grimaced and finally lifted her head up. "I..." she trailed off. 'Should I simply admit my worries to her, or should I shield her?' she wondered.

In the end, she knew it was better to be honest about it; to not tell Twilight would be to leave her unprepared. "Steel Bar was recalled to the Minotaur Empire."

Twilight frowned and shifted uncomfortably.

Nightmare gradually bowed her head. "I am... concerned that this is a prelude to conflict."

"Conflict..." Twilight sounded out, then frowned even more, her cheeks tightening. "You mean war."

"Yes," Nightmare admitted. "And Equestria is woefully unprepared. The changeling attack was evidence enough of that."

A certain weight settled into the air, ruining the time they shared together. So she shook her head. "I do not want to discuss this now. I would rather enjoy our time together this evening."

Twilight breathed in and stood up. "Yeah..." The filly turned back to her desk and put a bookmark in the opened book, then set it off to the side.

Nightmare stood up as Twilight turned back to her. "Did you have anything in mind?"

Nightmare bowed her head. "I suppose... I would like to put your telescope to use. If you are not opposed."

Twilight smiled. "I'd like that."

Nightmare Moon smiled back. "We can stay here, or we could return to Canterlot. There are a few places on the mountain where I believe it would be more suited for using a telescope, though I suppose it may be less comfortable."

Twilight glanced aside, then looked back at her. "How about you bring some blankets?"

Nightmare looked to the left and pondered the thought. "I suppose that would work," she agreed as she faced Twilight again. "And we already have tea."

"Yep," Twilight agreed. "I'll go tell Spike we're leaving." She started walking around Nightmare.

Nightmare turned and followed. "I suppose there's no reason for me not to accompany you."

They walked up the stairs, one at a time, with Twilight leading. Spike was sat in the corner, reading a magazine of some kind. "Spike?" The young dragon looked up at Twilight. "I'm going to be going to Nightmare Moon for the while. I'll be back..." Twilight paused and glanced back at her, then looked at Spike again. "Sometime."

"Alright," Spike replied.

Twilight turned her head to look at her. "If you are ready?" Nightmare asked. Twilight nodded. Nightmare Moon lit her horn and wrapped her magic around the both of them, then cast her teleportation spell, taking them both to one of the many secluded clearings on the mountain.

The air was much brisker than in the Library, but it was more peaceful: the chirping of distant insects accompanied by the dark, starry night sky. Nightmare lifted her head to the sky, for a moment just losing herself in its wonder, then she lowered her head and looked at Twilight.

Rather than looking at the sky, Twilight looked over the treeline.

Nightmare glanced over it, but there was no danger there. She set about summoning a blanket, which she spread out over the grass, then teleported the telescope and set it on the blanket. Twilight walked over to the blanket and sat down on it. The soft cyan of the blanket went well with Twilight's coat as far as she was concerned. She walked over and sat down beside Twilight, then levitated the top off the telescope case, and carefully levitated out the telescope.

Nightmare studied the telescope for a few seconds.

"If you need any help figuring it out, I can help," Twilight offered.

Nightmare glanced at Twilight. "I am sure I can figure it out. I have simply not used one for... a very long time."

Twilight shifted uncomfortably. "Okay. But if you need help, just ask."

Nightmare nodded once. "I will." She turned her attention back to the telescope; it only needed a bare minimum of assembly. She set the tripod up in the grass, and with the barest, albeit careful, effort, finished the telescope's assembly, setting the aperture on the tripod and securing it in place.

Although there was still a piece leftover she was unfamiliar with. Twilight noticed, and Nightmare felt the pull of Twilight's magic on the piece. She looked at Twilight and let her take it, then watched her levitate the piece over and, with a bit of assembly, attached it on the top.

"I see... The ones I remember did not have this."

"It makes it easier to find what you're wanting to look at," Twilight offered.

"Ah." Nightmare shifted her weight as she looked over the completed telescope. 'Perhaps...' She turned her head to Twilight. "Would you like to start?"

"It's your telescope," Twilight replied. "And you're... you. You know, Queen of the Night and all of that." Twilight smiled sheepishly.

For a moment, Nightmare's lips twitched down. 'Queen of the Night perhaps does not sound so appealing as Princess of the Night, 'least coming from you.' She mulled over the thought and breathed in, then set her gaze back on the telescope. "Very well."

"It has been a... long time since I have used a telescope," Nightmare admitted.

"Me too," Twilight said, "But uh... have you used one since you've come back? If you haven't, then uh, I've... probably used one more recent than you."

Nightmare shook her head. "I have not."

"I'm surprised by that," Twilight admitted.

Nightmare winced. "I... have simply not taken the time... among... other things," she mumbled, turning her head to the right to look at the forest rather than Twilight.

Her friend didn't say anything. Eventually, Nightmare turned back to the Telescope and then maneuvered it around with her magic, though pausing to look at the sky and find something for them to look at together. One of the constellations, yes. Perhaps Tauras? She leaned over to the scope on top and set about maneuvering the telescope to one of the stars. 'This is pointless,' part of her mind rebelled, 'What good does this do for either of us? How is this anything meaningful that we can enjoy? It is barely worth doing; I would rather lay with you and look at the sky.'

Having settled on a star, she lifted her head from the scope. 'What is something that would make this worthwhile?'

"Tauras?" Twilight asked.

"Yes."

"Any particular reason why?" her friend ventured curiously.

Nightmare grimaced and lifted her head to the sky. "Most likely because the minotaurs are on my mind."

"Oh," came Twilight's innocent dejection. Her own ears flicked at that sound, and her head turned to face Twilight of its own volition. "I thought maybe you had something interesting to say about it."

Nightmare sighed and looked at the telescope. "Perhaps at one time," she mused. "I believe Luna would have, but..." she trailed off and turned back to Twilight. "If I am being honest, while I appreciate the gesture of the telescope, I think I would rather just lay with you and watch the stars that way, and use the telescope another time."

"Oh. We can do that if you want," Twilight offered.

Nightmare hesitated, turning back to the telescope. "To not use it would be wasting your gift—" she turned back to the filly, "—would it not?"

"It's okay," Twilight said softly, her smile matching her voice.

And both conspired to make her feel guilty for some reason.

"I know that you're not much for uh..." Twilight trailed off and frowned. "I don't really know how to put it, other than you prefer things to be more straightforward and practical."

Nightmare hesitated a moment, then turned back to the telescope. "So I do..." she mused.

"I think you need to relax, though," Twilight said. She looked back at her friend. "You're... Okay, even when you're relaxed, it's like... I don't know. Do you even know how to relax?"

"I do not know if I can relax," Nightmare admitted. "There are... times, I suppose. Mostly around you."

Twilight bobbed her head to the left, flexing her eyebrows for a moment. "I can tell that..."

Nightmare frowned, and Twilight winced. "Sorry, I didn't mean it that way. I just..." Twilight trailed off and bit her lip, gradually rolling her head to the right and looking at the blanket. "You don't let our guard down often." The filly looked back up at her. "You let it down now, but... I'm not sure you let it all the way down. You're still... cautious."

A few seconds passed in silence. 'I am afraid to lose you. I am afraid that I will push you away.' "So I am. I... struggle with... many things, Twilight. You know this."

Twilight nodded a genuine, graceful, understanding nod. "I do. But you can't always keep your guard up, can you? If you do, how are you supposed to be happy?"

'I am unhappy.' "Happy?" Nightmare asked.

Twilight nodded. "You're not happy. Or, most of the time you aren't. You're... happy, or at least happier, when it's just the two of us, but... it never really lasts, does it?"

And more bluntly, but still with her foal-like innocence, "You're unhappy, aren't you?"

Nightmare breathed in and turned back to the sky. "So I am," she lamented. Her eyes fell to the telescope again. "You and Cadance both recognize that." She looked back at the sky, and for a while, both Twilight and her were silent. The moon drifted lower, gradually sinking to the horizon. She pondered the thought of lowering the moon with Twilight, but decided against it.

Eventually, the moon disappeared under the horizon, blanketing the world in darkness. Once that happened, Nightmare turned to Twilight, looked her over and found her looking up at the stars, ignoring the darkness covering the world. She turned her head further to the left and looked back at her body and wing, then set her eyes back on Twilight and reached out with her wing. She set her feathers on Twilight's back—the filly blinked and looked at her—and stroked them down her friend's body, stopping where her ribcage ended.

Nightmare folded her wing back to her side, then stood up and walked around to Twilight's left side before laying down on her back beside Twilight. Twilight didn't even hesitate to join her. The blanket helped stop the ground's cold, but it could still only do so much—she still felt the chill of the ground on her back and, despite Twilight's warmth, felt the chill of the night on her fur.

Though the idea gave her dread, she used her magic and summoned another blanket that she laid over the top of them. It helped.

Nightmare breathed in deep, then exhaled. "Thank you for doing this with me."

Twilight looked at her. Nightmare wondered what her friend would say, but after a while, Twilight's eyes went to the blanket over her chest, and then the filly looked back at the sky. "I know it means a lot to you."

"It does," Nightmare Moon agreed. “Your company is pleasant. It is... nice to not be alone.”

Twilight looked over at her and smiled warmly.

Author's Note:

5/27/20

Chapter started. Word count: 3,119.


5/28/20

Rereading the first part of this chapter (read as all I had written on 5/27/20) was fun!

Wrote 16 words (3,135).


5/29/20

Just realized I had the dates wrong in this chapter. Had 2/xx/20. :rainbowlaugh:

Ah yes, last night I had a conversation with one of my friends (the one who I talk with a lot) and he pointed out that in the Season 5 finale, Rainbow Dash referred to Nightmare Moon as "Princess" in passing. Which... throws a lot of fanfics for a loop. Princess Nightmare Moon. I like it. I was going to do a sweep to edit that in, but then I realized I'd have chapter title conflicts (Queen).

Something to keep in mind, the next time I write a fic with Nightmare Moon.

Wrote to 4,964 words.


6/4/2020

Started writing at 10:52 P.M.

Stopped writing at 11:25 P.M. I'm tired zzz. Wrote to 5,806 words. It's good to get back into the swing of things or at least get this scene started.


6/6/2020

So it occurred to me over the past two days, that Twilight's friends still need their reservations about Nightmare Moon, so I added that in since I couldn't figure out how to edit their prior "We're sorry for doubting you and Nightmare Moon" to make that work. So thus, I added in a 'Call out the bad and reinforce the good' methodology from Applejack. It makes sense coming from Applejack, right? Applejack's level headed, and generally portrayed as the fallback leader of the group when Twilight's not available.

Also that's a rather important plot point, though it's happening sooner than I thought it would. Woohoo, more rearranging of the plan...

Wrote to 6,607 words.


6/9/20

Deleted a bit that I didn't like. Wrote to 7,177.


6/13/20

Following the dreaded unexpected hardware issue, and server move. Reee.

Ended a scene with Twilight studying/thinking. It occurs to me that I've not given enough thought to magic/spells for this story (or any of my stories really). There is only so much I can actually think of, and I'm not sure using college textbooks as a reference works well when contemplating what spellbooks would be like...

"Recalled?"

Nothing to see here, folks. These aren't the droids you're looking for. Move along.

Wrote to 7,897. I've slowed down too much and I am unhappy.


6/15/20

Well, today was much better for writing than I expected. After basically having my friend give me a, "I think it would be better to x" I went with that and it solved some of my problems. Except for the fact that I derailed and just went with the flow of how I'd think Nightmare would think, so, you get Nightmare Moon on her balcony, and then a conversation with Cadance that I wasn't planning on having this soon.

Wrote to 10,145


6/16/20

Mostly enjoying what I've written today, so far. It's sort of like a date. I get to write cute, semi-awkward bonding between them.

And now, after showing a small section to a friend, I regretfully thought of an accidental innuendo in what Nightmare Moon said. :facehoof:

Word count: 13,180. Boom, I think I have the first draft finished! At this point they're not even going to need to date!


11/30/20

Finished a re-read through and made some notes.


8/14/21

I haven’t touched this chapter in a long time. I sure rambled in these notes, didn’t I?

Various edits.

13,221.


8/17/21

Minor edits.

13,225.


10/29/21

Touch-ups and edits, in addition to some rewrites. Perhaps I was nitpicky, but the wording has been improved, I think.

Okay more changes than I had expected in all honesty. I suppose the advantage of having somewhere between 200,000-300,000 words drafted ahead is, knowing where I’m going, knowing where I want to go, I can go back and improve some things.

14,150.


1/11/22

Fixed a run-on word “Twilightwaited”. 112 asterisks to remove reee...

I hope you’re all still enjoying this.


1/13/22

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