Prologue

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“Get back here, Changeling!” the alarmed shout of a guard echoed through the castle, shattering the calmness of the day. A figure whipped around a corner and dashed down the hall, a bundle wrapped around it's chest.

“Need to get to the Princess!” the figure grunted as she ran toward the ornate doors at the end of the hall, each one decorated with a silver moon, emblazoned on a backdrop of navy blue.

“Stop her!” the figure heard the three guards chasing her start to catch up and she willed her hooves faster. She screeched to a halt in front of the doors, then she raised a hoof and slammed it against the metal barrier.

She didn't get more than two off before she was tackled to the ground. She gave a cry of protest and worry as she glanced down at the bundle. She barely had time to look at the angered face of one of the guards before her head turned sharply to one side and her cheek burned from pain. She alighted her horn and threw two guards off her, then she spun and slammed the third guard in the chest with her back hooves.

“I need to--” she started to say, panic in her voice, before she was interrupted by another hoof slamming into her throat. She gave a gurgle and coughed, trying to get her voice back.

“We will hear no lies from you, Changeling scum!” one of the guards stated, venom thick in his voice. She looked up just to see one of the guards turn around and shoot his hind hooves out, aiming for her nose.

“WHAT IS THE MEANING OF THIS!?”

All three guards were thrown backward by the power of the Royal Canterlot Voice and the Changeling turned to look as Princess Luna stepped out of her room, her eyes alight with the fire of anger.

“Prin-” the Changeling tried to say, but her throat still hurt and her voice came out in a whisper. She took a few deep breaths and massaged her throat with one hoof, while the other pushed her off the floor so she could stand up, then she tried again. “Princess, please. You need to help me,” she begged, her feeling of concern came back with a vengeance. As Princess Luna turned to look at the Changeling, she could feel her concern shrink into a pinpoint and she cowered, wishing she was smaller.

Princess Luna turned her attention to the three guards that had gotten to their feet and were shaking their heads.

“Captain, why doth thou and thy comrades do interrupt our day?” her voice was calmer, but the anger was still there.

“We apologize,” the captain bowed, then he straightened and glared at the Changeling, “but we found this Changeling scum running through the castle, looking for you. We tried to prevent her from disturbing you, but we have been unsuccessful.”

“Indeed,” Princess Luna sneered, anger being replaced with slight frustration.

“However, we wish to rectify what we can,” the captain stated and he motioned to the other two guards, who moved forward, “we will be taking this thing to the dungeons where Princess Celestia shall deal with her.”

“That won't be necessary,” the two guards froze at the statement, then looked at Princess Luna, “if she desirest to talk with us, then we shall grant her such an appointment.”

“Princess?” the captain asked, “are you sure that's--”

“If thou hast forgotten, we are an Alicorn. We are quite capable of defending ourselves from any attacks,” Princess Luna waved the three guards away then, without waiting for acknowledgment from the guards, she motioned for the Changeling to follow her.

The Changeling glanced at the three guards, then cautiously followed the Princess of the Night beyond the ornate doors. She jumped slightly as the doors closed behind her with a soft thud. She glanced up at Princess Luna and her mouth hung open.

Now that she was standing close to the Princess she was taken aback by the sheer size. The Princess stood twice her height, her wings folded back. The Changeling shrank back until she felt the bundle move slightly against her chest, then she remembered why she'd made the trek and a small flame of courage ignited in her chest.

“What is thy name?” Princess Luna asked, sitting on a navy cushion embroidered with her cutie mark.

The Changeling swallowed, then answered, “Shrapnel, your Highness.”

“Shrapnel,” the Princess repeated, then smiled, “I apologize for the treatment thou hast received at the hooves of our sister's guard. If thou didst require an appointment, then thou couldst have made one during Night Court.”

“I tried!” Shrapnel burst out, then caught herself, “but the guards took one look at me and tried to have me arrested, for something I didn't do! I wasn't here during the invasion! I didn't have time to explain to the guards my reasoning, so I bolted into the castle, hoping to run into you.”

Princess Luna raised an eyebrow. “Why wast thou hoping to run into us? Would that not cause us pain?” she asked.

“Uh, what?” Shrapnel asked, then her brain processed the statement, “oh, no!” she said quickly, “not physically run into you, I was hoping to talk with you and give you something.” She pulled over another cushion and moved it in front of her, then she untied the bundle from around her neck and gently laid it on the cushion.

Princess Luna leaned forward, curiosity apparent on her face. She pressed her nose into the bundle, then pulled back as she felt it move slightly.

“What is it?” she asked, then gasped as Shrapnel pulled away the blankets that obscured her view.

There, lying on the cushion and fast asleep, was a small Changeling foal. The small band of chitin around it's middle shimmered in the soft light of the room and, as Princess Luna watched, the tiny gossamer wings on it's back buzzed slightly against the blanket. It yawned softly, it's small fangs shining in the daylight, and sparks blossomed out of it's stub of a horn.

“This is my son,” Shrapnel said, gazing down at the sleeping foal with a loving look in her eyes, then she looked up at Princess Luna, “I want you to raise him.”

Princess Luna pulled her head back in surprise, “why us? We are a Princess, and thus we have many duties.”

“Because,” Shrapnel gazed up at her, “you do not bear the same hatred for our kind as your sister does. I don't want my son to grow up in a land where he learns to hate others. Queen Chrysalis was right about one thing. Equestria has more love than any other land, and it's that kind of magic that I want my son to learn,” she looked down at her foal who had pulled the blanket over him and rolled over, “I want my son to show others of Equestria that we are not something to be feared, but that we're caring and can be helpful, if only they give us the chance.”

Princess Luna nodded in thought, “it is true that we do not bear the same hatred for thy kind as our sister, but would not the guards get suspicious if we were seen with a Changeling foal by our side?”

“He is not old enough to understand how to use his latent changing ability, but perhaps you could use an illusion spell on him?” Shrapnel asked, after thinking for a second.

“The only illusion spells we know are proximity spells,” the Princess replied, then sank into thought. “But,” she said slowly, “it would give us an excuse for thy child to remain close to us.”

Shrapnel nodded in agreement and smiled, then she looked at the Princess, staring down at her child. “Then, you'll do it?” she asked, cautiously.

Princess Luna thought for a while as Shrapnel fidgeted during the wait. Then Shrapnel gave a yelp and jumped slightly as Princess Luna nodded, meeting her eyes.

“We shall do it. We shall raise him as thou wouldst. It will be difficult, but we see a higher return than the costs,” she agreed.

Shrapnel let out a breath she didn't know she'd been holding. “Alright,” she said, “I'm not sure how much you know of mothering, but Changelings are different from other Ponykind.” She scooped up the sleeping foal in her hooves and passed him over to Princess Luna, who took him and stood there, staring down in wonder and confusion at the child.

Shrapnel moved closer to the Princess, “The first thing you need to know is...”

Princess Luna stood there, holding the child in her hooves for the next four hours while Shrapnel went over the duties and responsibilities of being a mother. Princess Luna subconsciously raised the moon when it was time while Shrapnel concluded her lecture, then stood and looked lovingly down at her child. Princess Luna didn't miss the look.

“Perhaps thou wouldst enjoy being part of our maid staff? It would allow for thee to see him whenever thou wouldst like,” she suggested, causing Shrapnel to blink, then step away, waving her hooves.

“Oh no, I'm afraid I've been away from the hive for too long. While I've fed off some of the ambient love that pervades Equestria, I am in need of a more concentrated dose,” she stood and moved to the door, then paused as she looked back at the small Changeling. “He doesn't have a name. Changelings are given a name after they reach the age of five and they have found a niche to fill in the hive. I understand that other Ponykind name their children when they are born, is this right?” Princess Luna nodded, and Shrapnel continued, “then perhaps you would like to name him?”

Princess Luna was taken aback, then turned to look out her balcony windows, at the night sky. She stared at each of the stars, as well as her glowing moon, then she turned back to Shrapnel.

“We have found a good name for the child,” she stated, her horn glowing slightly and, as Shrapnel watched, a bright star appeared in the night sky where there was none, “We shall call thy child, Midnight Star.”

“Midnight Star,” Shrapnel stated, then nodded and smiled, “it's a good name. I'm glad that my mission was a success.” She trotted over to Midnight Star, still asleep, then bent down and gave him a kiss on the forehead, below his horn. Then she walked back to the door and pressed a hoof on it. “Goodbye, my son,” she pushed open the door and slipped out, leaving Princess Luna and Midnight Star standing in the middle of the room, moonlight shining down on the Princess of the Night, causing her mane to glow and cast a halo of sparkling lights around the small foal in her hooves.

“Midnight Star,” Princess Luna whispered, then turned and laid him down on the blanket, wrapping him up and slinging it around her chest. Her horn glowed and she felt a drop of magic distill on the child. Happy, she walked out the door, shutting it behind her and heading down the hall to start Night Court.

Chapter 1: The Question

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Midnight Star blinked against the light that shone in between the navy blue curtains hanging over the windows, then he sat up and yawned. He stretched his muscles, letting his wings flutter in the slight breeze. He glanced around and smiled as he caught sight of his mother. She was busy, facing the TV and playing a game. Midnight Star didn't know what game it was, and he didn't care, it just gave him a great opportunity.

He quietly stood up on the bed, then inched toward the edge closest to the unsuspecting mare. He paused at the edge and watched her for a second, then smiled as he crouched down on the bed and slithered off the edge. He crept closer and closer to his mother and he afforded himself a glance at the TV, catching sight of a blocky world.

Minecraft, he thought, then grinned again. This gave him a great idea for a scare. He crept up behind his mother, as close as he dared, then he slowly inhaled a huge breath.

Princess Luna sat there, with a mouse and keyboard in her magical grasp, staring intently at the TV screen where she was busy mining away several dozen blocks below the surface. Her nerves were on end, she had a full inventory of diamonds, redstone, gold, iron, and coal and she was heading for one more diamond ore that sat securely in a wall. She pressed a key and her avatar moved right up to the block and she went to click her mouse to start mining the precious ore.

Then her fur stood on end as she sensed somepony behind her. She paused the game and started to turn around. She had barely turned her muzzle away from the screen when she heard it. A low, steady hiss came from behind her and she leaped into the air in fright, opening her mouth as she soared through the air.

On the other side of the castle, in the throne room, Princess Celestia's ears perked up as she heard somepony scream bloody murder. She looked up at the sun and smiled a knowing smile.

“Serves you right, sister. Best not get involved with your games when you've got a colt to watch,” she said, then chuckled to herself.

Back in Princess Luna's chambers, she finally landed on the ground, her mane a mess of tangles and knots from the fright. Her eyes wide, she glanced hurriedly around as she tried to find the intruder. She caught sight of a familiar colt, one rolling on the ground and laughing so hard that he was grasping his stomach in pain as he struggled for breath.

She stood there for several minutes as her heart slowed and returned to normal and Midnight Star got his breath back.

“That...gasp....was....gasp...hilarious!” Midnight Star struggled to say, a smile never leaving his muzzle.

Princess Luna looked down at him with a frown on her muzzle, but it quickly turned into a smile and she laughed as she realized the situation.

We wonder how he would enjoy the company of the Elements of Loyalty and Laughter, she wondered then blinked as she felt a paw step on her tail. She glanced down, only to see a blur dart away with a hurried “Try and catch me!”. She smiled, then hopped onto their bed and sat there as she scanned the room. She caught sight of a familiar, dark blue, flank and she popped off a small, magical shot from her horn. It flew toward the small Alicorn, but missed as Midnight Star saw it out of the corner of his eye and leaped away.

Princess Luna watched him and measured his trajectory, then shot off another blast. This one was deflected by a smaller blast that rocketed from Midnight Star's horn. The two blasts hit each other and bounced upward, finally exploding in bursts of dark blue and green fireworks. Princess Luna turned her attention back to her colt, only to find that he'd vanished. She'd barely caught sight of another green shot come at her from her right flank before she replied with a blast of her own.

Midnight Star grinned as he watched his mother sitting on their bed. A plan formed in his mind and he reached within himself and pulled on a bit of his magic. He was about to attempt something that he'd only done a few times. Once he had the requisite magic, he darted out from behind the bookshelf that he'd been using as a cover, drawing his mother's attention.

Just as Midnight Star had planned, his mother fired another blast of magic, aiming a little ahead of where he was. He released the magic, vanishing from sight with a burst of green flame, then reappeared behind his mother, on the bed. He reached out a hoof to touch her tail when his hoof was stopped by an invisible sphere that rippled dark blue at the contact.

He tilted his head in wonder as Princess Luna turned around and watched him. He pressed both hooves up against the sphere and found it to be as solid as the stone castle around him. He pounded on it then glanced up at his mother, who bore a familiar look on her face. A look that Midnight Star knew very well, it was the look she gave him when she started his lessons. This had been the routine for his whole life, all five years of it. He would wake up and they would start the day by playing a small game, each time he would get more nimble and quick, then his mother would start his lessons, building off of the things he'd learned.

Though this one was a new one. He'd mostly focused on levitation and he was getting the hang of teleportation, thought he could only teleport short distances. But to stop his hooves without doing anything about it, this idea intrigued him. He furrowed his brow, then slammed his hooves against the sphere. The only thing this accomplished was a large ripple of dark blue magic across the sphere's surface.

“This is your lesson,” Midnight Star turned his attention to his mother as she started to speak, “most mages will utilize what you see here, a magical shield that runs off one's internal magical storage. Each shield has a specific weakness, as it is impossible to guard against every type of magical or physical attack. Thus, your challenge today is to find it's weakness and shatter the shield.” She held out a hoof and three, small orbs of energy appeared and started to orbit around the shield. “My shield's weakness,” she stated, “is one of these three energies.” She motioned to the three orbs, then smiled at Midnight Star. He sat back on the bed and reached inward.

He was quite apt at using raw energy, but utilizing specific energies had taken him several weeks to learn. By the end of it, he had been tired, his coat singed, and the room in shambles, but he'd managed to conjure spheres of fire, electricity, and wind. His mother had told him that those three energies were enough for now, but that they would return to elemental manipulation at a later date.

As he delved into his magical reserves, he felt the familiar touch of his two wells of magic. One of them had grown larger each day, though he didn't know how to access it. He'd asked his mother and she had told him that many mages had only one well, and that having two wells made him special. The second well diminished as he'd practiced and used his magic and it was this one that he reached for. He grasped several spheres of it and pulled them up. As he pulled out of his well, he saw five orbs manifest themselves out of thin air and orbit around his horn.

He reached out into the air, down into the earth beneath his hooves, and up into the clouds, reaching for the elements with which he'd become familiar. His brow furrowed as he concentrated, pulling each element down into a different orb, turning each one a different color.

He sat there, sweating but proud of himself as he watched three of the orbs turn red, gray, and purple respectively. Then he turned his attention to his mother who had been watching him. He grasped the red orb in a hoof, then threw it forward and slammed it against the shield. He watched as it impacted the shield, then dissipated with no effect to the shield.

He growled slightly, but smiled as he figured that the first element he tried probably wouldn't be the answer. He took the other two elements each in a hoof, then slammed both of them against the shield. He watched as they rippled across the shield, then he heard the satisfying crack of a magic spell weakening. He watched as a large crack appeared beneath his hooves and he had a small idea. He spun around and raised his back hooves and kicked as hard as he could. He smiled as he heard the shield shatter and pieces of it fall onto the bed around him, the magic tinkling as it fell.

He turned around to look up at his mother, who was smiling down at him.

“Well done, quite unusual for you to use brute force, but it worked after discovering the weakness of the shield,” Princess Luna stated, nodding and smiling. She opened her mouth to say more, but was interrupted by a knock at the door. She glanced at the door, before her horn glowed dark blue and the door swung inward, revealing a pure white Unicorn with a blonde mane and tail, his light blue eyes half shrouded by his eyelids.

“Prince Blueblood,” Princess Luna stated, smiling, “what brings you here?”

Prince Blueblood trotted into the room, his steps graceful. He caught sight of Midnight Star and smiled, then turned back to Princess Luna.

“Princess Luna, Princess Celestia requests you to come to the planning room. She would like to talk to you about the Grand Galloping Gala this year. It is her wish that you attend the Gala and she wishes for your input into the preparations,” he stated, his voice haughty. Midnight Star raised an eyebrow at the tone as he felt something radiate from the Prince, something salty and slightly bitter.

“Very well,” Princess Luna stated and walked toward the door, then she turned back to look at Prince Blueblood, “would you mind watching Midnight Star?” she asked, pausing for just a moment as he nodded.

“Of course, Princess. It would be my honor,” he replied, then watched the doors close behind the Princess of the Night as she left the room. He turned to look at Midnight Star sitting on the bed, looking at him with curiosity and a bit of dislike. He trotted up to the bed and sat down on it. Midnight slid backward until he was out of hoof's reach.

“I don't like you,” Midnight Star stated, glaring at the Prince, “you feel funny.”

Prince Blueblood smiled, then he seemed to change. His features became softer and the next time he spoke his voice was calm. Midnight Star could feel him change. Instead of the bitter feeling radiating from the Prince, this time he felt something sweet, almost like sugar. It reminded him of his mother.

“I'm sorry,” Prince Blueblood stated, “I'm used to dealing with petty nobles and it takes me some time to release that facet of mine when I'm in private or with the Princesses.”

Midnight looked at him questioningly, “you work with my mother?” he asked. Prince Blueblood nodded, smiling.

“I work close with all the Princesses of Equestria, as well as the nobles.”

“So, you're not my father,” Midnight stated, “but you're a Prince. Does that mean that you're married to Princess Celestia?”

Prince Blueblood laughed, a lighthearted chuckle. “Oh heaven's no!” he replied, “the title 'Prince' is given to influential and trustworthy ponies. I'm merely the head of one of the most powerful houses in Canterlot. I've spent years working with the nobles in court and have a good relationship with many of them, though even I have my enemies. The Princesses trust me to work out the minor details so they only have to worry about the larger details of running a country. I'm given enough power to solve the majority of the issues that nobles bring to court, and I am given the right to call private meetings with the Princesses to address any issues that warrant their attention.”

Midnight Star had moved closer to the Prince as he was talking, his eyes wide and ears attentive as he spoke.

“There are others,” Prince Blueblood continued, “that are as influential and trustworthy as I, but many of them have refused the title of 'Prince'. Fancy Pants is another, well-known pony, though he did accept the knighting.”

“So,” Midnight interrupted, “why do you act like you do?”

Prince Blueblood smiled at the question. “There are many nobles that see themselves as being more capable of running the country,” he said, “they act arrogant, and look down on anypony that doesn't. Many of them don't like that I'm so familiar with the Princesses and so they try and find any way to remove me from my position so that somepony more,” he inhaled with a hiss, “willing to see their positions. So I act arrogant, toward all except the Princesses. They don't take kindly to arrogance and thus they leave me to take care of the nobles.”

“But,” Midnight Star asked, “why be arrogant? Wouldn't being a friend to them be better?”

Prince Blueblood smiled at the colt, “I've come to learn one very important lesson. Ponies will never see what is right in front of them if they don't expect it. If the reality in front of them does not match the reality they have in their mind, they will ignore everything that doesn't match. That's why I act arrogant, it is because the nobles expect it.”

Midnight Star nodded in understanding, and they spent the next several hours discussing the finer points of court and the lives of many nobles that Prince Blueblood knew. Lunch came, arriving with cucumber sandwiches and orange juice, finishing off with a bite of cupcakes, then they turned their attention to Midnight Star's studies. He'd been reading several books from the Canterlot Library about the dozen or so races that lived in and around Equestria. A few of the races he'd been most interested in were Zebras, Dragons, and a strange race called Changelings of which there was almost no mention of them in many of the history books. It seemed that they had kept to themselves for a very long time.

Midnight Star levitated one of the borrowed library books over to him, resting it on the bed in front of him. He flipped open the cover and started to read. This book had the most about Changelings that he'd ever seen and he'd read it several times, but each time he finished it he had more questions than when he started. For one, the book never mentioned the start of the Changeling race. Ponies were easy to trace back to the beginning, but Changelings just seemed to appear from nowhere.

He frowned as he read, having dozens of questions but none of them ever answered. He was startled out of his train of thought by a loud crash and he looked up to see Prince Blueblood standing to one side looking sheepish as he stood in the middle of a collapsed tower of books.

“Sorry,” he apologized and his horn alighted with magic as he started to stack the books. Midnight Star just smiled and, his own horn glowing with green magic, he helped as he levitated the dozens of books back into an organized tower, now more sturdy. As he finished he noticed the Prince looking at him with a look of bewilderment on his face, a wave of curiosity flowing outward from him.

“That,” Prince Blueblood stated, “is quite an unusual color of magic you have there.”

Midnight Star just nodded, “that's the color that I've always had it, ever since the day I started to first use magic.”

Prince Blueblood nodded, “it's just I've never seen any other Unicorn have that particular shade of magic. Except for one that I met during the wedding of Princess Cadence and Captain, now Prince, Shining Armor.”

Midnight Star would have asked several questions that were bouncing around in his head if he hadn't felt something very familiar. A wave of warmth washed over him and he leaped off the bed and bounded toward the door.

“Mother!” he cried as he reached the doors just as they swung open and Princess Luna strode into the room. She smiled down at him, bouncing around her hooves, then up at Prince Blueblood.

“I do hope that he hasn't been a hoofful?” she asked. Prince Blueblood smiled and laughed a little.

“Perish the thought,” he said, waving a hoof, “in fact, I would say that he's given me a few things to think about for several weeks.” He strode to the door and moved to leave, but not before he shot a warm smile to Midnight Star, now hugging Princess Luna's barrel and beaming with joy. The colt was so happy that he almost seemed to glow. Prince Blueblood turned away and trotted down the hallway, heading back to his room and the stack of paperwork that he'd avoided.

Princess Luna turned to look at Midnight Star and grinned at him. He looked up and grinned back. She closed the doors, then moved to the bed and slumped down on it. Her hoof tapped a book and she raised her head to look at it, only to smile as she recognized it.

“Been studying up on Changelings?” she asked, looking over at Midnight who was rolling around in her ethereal mane. He perked up when he heard the word 'Changeling' and nodded.

“Yeah, but there's not much in the library about it,” he stated, his face falling.

“I'm afraid you won't find much about Changelings in the library,” Princess Luna replied, “you'd have to talk to those who know them.”

“And who would you suggest I ask?” Midnight Star questioned, but before Princess Luna could answer, a knock echoed through the room and the soft voice of one of the servants sounded through the door.

“Princess Luna, Midnight Star, dinner is ready in the small dining room. Princess Celestia is there waiting.” Midnight Star heard the light clopping as the servant walked away from the room, then Princess Luna stood up from the bed.

“Well, let's not make my sister wait,” she motioned for Midnight Star to hop onto her back and hold on. She moved to the open window and the wide balcony beyond. As they approached the edge of the stone balcony, Midnight Star couldn't help but look over one side and peer down into the city below.

Though he was several stories above the city streets, he could still pick out the dozens of ponies all heading home from their days of work. He felt a single beat of sadness, a feeling he'd long learned, radiate from beneath him as Princess Luna looked down on the ponies below. She unfurled her wings, then thrust them down and launched into the air. Midnight Star gave a yelp and grabbed onto his mother's mane with both hooves. He watched all the ponies below them as they soared over the city, slowly looping back around to the castle. Then he heard a familiar tune, one that his mother always sang, quietly to herself, as they floated over the city.

Now the hour has come at last, the soft and fading light
Has crossed the western horizon and has bidden us goodnight.
And what a lovely night it is, to walk the moonlit fields
To see the softer shades that are, by starlight, now revealed.

So why is it that now when all is quiet and at rest,
When candles glow and all the world is at it's very best,
The ponies of Equestria should lock themselves away,
To shun the moon and wait instead for sister's sunny day?
(The moon rises by PonyPhonic)

Midnight Star sighed into Princess Luna's mane, he could feel the sorrow that flowed off her and he felt a stab of pain in his heart at the words. He closed his eyes and tried to force the pain away when he felt them slow and heard the soft metallic clang of his mother's slippers land on the marble balcony. He blinked in surprise, he didn't think that they had been in the air that long, but as he looked around he saw that they were walking down the large hallway that ended at the small dining room.

He hopped off Princess Luna's back as they reached the tall, golden doors. Each one was engraved with the emblem of the sun, with the moon partially blocked by it. Princess Luna wrapped the entire pair of doors with her night blue magic and pushed them open, revealing a room about the same size as their room. The only piece of furniture within was a long table, made of a rich wood and edged with gold. Cushions were placed along each side, each one embossed with a golden sun. Midnight Star glanced at his mother as her face twisted into a look of pained dislike at the sight of the cushions for a heartbeat, then changed back to her normal stone face.

Princess Celestia sat at the single cushion that was placed at the head of the table and she looked up as the doors opened. She gave her sister a heart warming grin though, as her eyes found Midnight Star's, the briefest of frowns fell across her face before being replaced with her customary smile. She stood and gestured for the two of them to take their seats on her left and right.

Midnight Star trotted down the right side of the table and took the cushion to Princess Celestia's left, while his mother took the one across from him. The table had already been set out and prepared with several plates of food, ranging from raspberry salads to daisy tarts, with lemonade to drink. Princess Celestia gestured to the table and all three of them started to serve themselves.

Midnight Star lit his horn for a split second before being startled from concentration by a soft pop by his left ear. He looked around and saw that his mother giving him a slight frown, then levitating a scoop of salad onto his plate. He nodded his thanks and he grinned widely as he felt a small pulse of joy come from her. He reached down with a hoof and grasped his fork then, stabbing several leaves of lettuce, popped them into his mouth and chewed.

“You know,” Princess Celestia stated, looking at Princess Luna, “I don't think I've ever seen Midnight Star's magic.”

The statement made Princess Luna choke on her lettuce. She pounded her chest until it cleared, then drank some lemonade to wash it down.

“It is because, dear sister,” she started to say, choosing her words carefully, “he has not yet fully developed the fine manipulation required for levitation.”

Princess Celestia nodded to show that she understood, but Midnight Star felt an aura of slight distrust surround the Princess of the Sun. He blinked as he remembered something.

“That's right!” he said, causing both Princesses to look at him, “I remember a question I wanted to ask. Where do Changelings--”

No sooner had the word 'Changelings' left his mouth than he felt a powerful wave of hatred pushing away from Princess Celestia, one powerful enough to throw him backward and sending him rolling for several hooves. He winced as he stood on shaky hooves and stared, wide-eyed at the two Princesses.

His mother bore a look of sorrow on her face as she looked at him, but what caught his eye was the Princess of the Sun who, just a second ago, had been calm and collected. Her horn sparked with magic and glowed with the brightness of the sun. But what really made him shrink away was her eyes. Before her eyes were loving and kind, but now they burned with an inner fire, fierce and angry.

“We do not speak of such blights in our presence.” Princess Celestia stated, her voice low and angry, “The changelings are a corruption. They have caused Equestria and I nothing but trouble since the day their pitiful existence began. And were we to find any Changeling in our presence, being sent to the moon would be a preferred punishment.”

Midnight Star quivered in fear as Princess Celestia's anger pulsed off of her and embedded each syllable into his mind. He could only stand there for a second longer before dashing to the door and, pulling it open as best as he could, dashed out and down the hallway as fast as his hooves would carry him.

He raced past several guards as he ran as hard as he could. He turned corners and ran through intersections of hallways until a stitch formed in his side and he wheezed. He found a door and leaned against it, pushing it open. Then he fell inward and the door swung shut.

He lay there on the floor, panting and trying to get his breath back, when he heard something in the room move. He glanced up, looking around, and saw two, golden eyes staring at him from the darkness. A cloud moved from in front of the moon and he saw that the figure was a pony, and one of his mother's Night Guard if the bat wings were anything to go by. It looked down at him and it's face softened into a look of concern.

“Why do you run?” it asked, a light voice like a trickling river washed over him.

“Because,” now that he thought about it, telling this Night Guard that he'd been thrown backward by Princess Celestia's anger would make him sound a little crazy. He tried again, “because I got yelled at.”

The Night Guard smiled and nodded. “Anger is a dangerous force, and can push certain ponies around,” she said, smiling down at him.

“I'm not weak!” he stated defiantly as he struggled to his hooves, but wavered as he stood there.

The Night Guard moved forward and steadied him with one of her wings. “I never said that you were weak, I meant that someponies are more than cowed when anger is brought to bear,” she said, “I've felt it more than once.” She moved to the door and pulled it open.

“Wait!” he called and the bat pony turned around to look at him.

“I'm just going to go get Her Majesty, little Prince,” she said as she stepped out and closed the door behind her.

Midnight Star waited for several minutes and found his eyelids growing heavy. He struggled to stay awake, but finally he could not fight it anymore and slumped into deep sleep.

Chapter 2: The Princess and the Party (part 1)

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Midnight Star stood in the middle of a large street, dark shapes lining the edges and leading toward another, large shape. As he glanced around, trying to find any landmarks that he recognized, he noticed flashes of color that danced around the edge of his sight. He looked ahead and noticed about a dozen or so shapes, each one a pony, though their colors were obscured and hidden from him. The only two he could see clearly was Princess Celestia and his mother who stood side by side. Princess Celestia bore a look of pure hatred on her face and he could feel the anger washing over him from the group. He glanced at his mother to see a look of sorrow, one that almost made him cry it was so painful to see.

“Mother?” he asked, raising a hoof. He gasped as he saw his hoof, but it wasn't his hoof. It bore a few, small holes in the leg and, as a slight breeze blew down the street, he could feel the wind blowing through the holes and hear them whistle. He stared at his hoof in horror, then at his mother who had tears running down her cheeks.

“I'm sorry,” she said, “I should have told you sooner.”

“What are you--” he started to say, but was interrupted by other voices.

“Changelings almost ruined my brother's wedding. I'm not letting them ruin the lives of everypony ever again!”

Midnight Star cringed at the hatred and anger that flowed from the voice, only to hear another.

“Ah ain't lettin' any of mah kin anywhere near one of ya monsters!”

“You Changelings ruined what was going to be the best party in the history of parties!”

“How can you call yourselves ponies? You all wear chitin! What a foalish fashion sense. You'd never be accepted!”

“You hurt my friends during your little invasion and if you try it again, I'm going to make sure that you regret it!”

Midnight shrank away from the anger and hatred, feeling smaller and smaller. He finally got the courage to raise his head and look at his mother who still bore a look of sorrow. Then she changed. Her coat grew darker and her eyes grew more slit-like. She grinned and her mouth was lined with fangs that glistened with saliva. He shied away from her, scooting backward as his mother-now-monster crept closer.

“M-mother?” he asked, his voice shaking in fear.

“Mmm, how sweet is your fear!” the monster stated, then leaped at him. Midnight could only close his eyes and scream at the top of his lungs.

----------*----------*----------*----------

Midnight Star awoke, screaming at the top of his lungs as the image of his mother-turned-monster charging toward him still hung in front of his eyes. He spun to look at the doors as they glowed with a blue aura and thrown open. He threw the covers over his head, then peeked out from under them.

There, standing in the doorway, was the bat pony that he'd met the day before. Her eyes glowed with a soft blue light. She looked at him, then glanced around the room. She hurried over to him with a concerned look on her face.

“Your Highness, what happened?” she asked, her soft voice washing over him. He looked up at her and he felt the fear wash away.

“I-I just had a bad dream,” he stuttered and reached for the light. It flashed into existence and he froze, gazing at the hoof that had tapped the lantern.

Instead of his hoof, dark blue fur and short leg, was a dark gray and shiny leg extending from his body. He blinked, hoping it would change back, but when it didn't, he turned to look at the rest of his body, now with light shining on it. He quivered in fright as he looked down at his now shiny gray body. He looked up at the bat pony with a look of shock and fright.

She grinned down at him and raised a hoof, resting it on his own. “It's alright,” she said, “you need to know this anyways.”

He stared at her with a look of confusion as she removed her hoof and stepped away from him.

“This, you need to see,” she said, then closed her eyes. Midnight Star gasped as green flame erupted around her and engulfed her form. When it vanished, leaving an afterimage on his retinas, a pony still stood there, but instead of the light gray coat of fur there was now reflective gray, almost like armor, all over the her body. Luminescent green wings rose majestically from the her back and a horn, spiral in design, jutted from the her forehead. The eyes glowed a soft blue and as she opened her mouth, Midnight Star could see small fangs poking out. The moon embossed armor sat on her, fitting her like well-tailored clothes.

“We,” she said, gesturing to him and her, “are what Equestrians call Changelings.”

“But my mother isn't...” Midnight Star let the question hang in the air and she shook her head.

“Princess Luna, the Creator, is an Alicorn,” she replied.

“The Creator?” Midnight Star asked, curiosity apparent on his face.

She smiled then said, “that is a story for another time. By the way, I never introduced myself,” she bowed low to the ground, “my name is Shimmer Scales, your Highness, but please feel free to call me Shimmer.”

Midnight Star nodded his head and opened his mouth to ask a question when he felt concern flowing down the hallway. Both him and Shimmer Scales turned to look at the still-opened doors as Princess Luna came charging down the hallway. She stopped at the entrance to her chambers and looked with shock at the two ponies within.

“Midnight Star! A guard came and told me that you had awoken screaming,” she said, moving into the room. She glanced at Shimmer Scales with a surprised and curious look on her face. “You are--” she started to say.

Shimmer Scales gasped and wrapped herself in green flames again. When they vanished there stood the familiar Night Guard.

“Shimmer Scales?!” Princess Luna cried out in surprise, “I didn't know that-”

“-I was a Changeling?” Shimmer Scales interrupted. “Actually there are a few things that you don't know. Like how my entire battalion are Changelings? Or how it was curious that we were the first recruits into your Night Guard? We've been watching and waiting for your return, Creator,” she bowed low, until her nose almost touched the floor, “and we are willing, as we have always been, to risk our life and limb to serve you.”

Princess Luna nodded, then turned back to face the door as she heard the hooffalls of somepony running down the hall. They didn't have to wait too long before a Night Guard came into view and he paused just outside the room.

“Your, huff, Highness, huff, what's, huff, wrong?” he gasped out, his sides heaving.

“Nothing,” Princess Luna replied, “I'm sorry for disturbing your post.”

The Night Guard straightened up as he caught his breathe, then snapped a quick salute, “never be sorry for calling upon your guards, your Highness. You just ran out of Night Court in a hurry and we were worried about you.”

“Well, thank you for performing your job,” Princess Luna nodded to the guard, then turned back to Shimmer Scales. “I trust that you can watch over him while I finish Night Court?” she asked, then smiled as Shimmer Scales nodded. She turned without another word and walked out of the room, the Night Guard following her.

Shimmer Scales turned to look at the doorway, then she shouted, “Pinpoint, Iron Defense, Sharpshooter, Quick Strike!”

Midnight Star flinched at the noise, but found that he didn't just hear it with his ears. It seemed to echo through his mind, as if he had been standing in a large, empty room. He looked at Shimmer Scales.

“What was that?” he asked and she smiled.

“Telepathy,” she replied. She looked at him and explained, “Equestrians foalishly think of it as a hive mind, but we are quite capable of thinking for ourselves. We do not follow orders blindly and we still retain our will and emotions. Telepathy allows us to share feelings, thoughts, and orders silently, making it essential for many of the tasks we undertake.” She looked at the doorway as four bat ponies trotted up to them and saluted.

“Ma'am!” they all shouted. Shimmer Scales smiled and nodded, then gestured to Midnight Star.

“His Highness had a nightmare and found out the truth,” she stated, “I will spend the next hour or so until dawn teaching him. Guard the door and let no pony, shy of the Creator, enter.” They gave a quick salute, then turned and took up positions at either side of the door, closing it with their magic. Shimmer Scales turned and studied Midnight Star.

“Now then,” she said, smiling, “we'd best get on with your studies. There are several things that you need to know about being a Changeling and using your latent abilities, but many of them can wait for now. Right now, we need to work on your disguise.” She pulled two pillows over to the middle of the floor and sat down on one, gesturing for him to take the other.

Midnight Star sat down on the other and faced his teacher who, with a burst of green flame, turned back into her Changeling form.

“Changelings,” she began, her small fangs glistening in the soft light of the room, “are blessed with two fonts of magic. Each one is fueled by a different power. The first, common to other pony races, is Elemental. It allows the Changeling to mold and adapt the world to their needs. The second is our blessing. It is fueled by emotions. I'm sure that you've noticed two fonts when you reach for your magic?” she asked and Midnight nodded, “and one of them continues to grow larger in contrast to your other one which shrinks as you use magic?” Midnight nodded again, “that is because you are using the ambient emotions that flow throughout the castle to your benefit. You draw them into yourself and can use them to fuel your Changeling abilities. I have not met a single Unicorn, Pegasus, or Earth Pony that can detect emotions and so they can not sense you using emotions for your magic.”

She straightened on her pillow, “the first thing a Changeling learns how to do is to mimic other races. We do this by reading the emotions from our target. Our mimicry is perfect, even down to the voice, but we do NOT get their underlying thoughts, nor do we get their memories, making mimicry dangerous for anyling not trained in the art of infiltration. But,” she reached out with her magic and pulled over a picture from the wall, a picture of Midnight Star in his Alicorn form standing next to Princess Luna, “your disguise is perfect. You've born it from the beginning, thus you're not actually imitating anypony. You're merely living your life. The memories you have are the ones you made. But the first thing we need to do is to access your Emotion font.” She reached out a hoof and placed it on his shoulder and Midnight felt a small presence touch his mind. It was soft, almost like a cloud, and gentle like a feather as it lighted upon his conscience.

Reach inside and find your magic. The voice made him jump slightly and he looked at Shimmer Scales smiling at him. It's just me, telepathy will help me guide you. He nodded, then closed his eyes as he reached for his magic. He felt the familiar font, the one that Shimmer Scales had called his Elemental Font, then he looked around for his Emotion Font. It didn't take long before he found it and he felt something impede his progress. He pushed slightly forward and felt it let him pass through it. As he did, he gasped aloud.

His Emotion Font was enormous! It was easily several dozen times larger than his Elemental Font.

That is because you haven't used any of it, Shimmer Scales said, her voice echoing through his mind, a Changeling's Emotion Font shrinks like their Elemental one, as they use it. Unlike your Elemental Font, your Emotion Font will not increase unless you siphon emotions from around you, or even from an individual pony. Now grasp part of the font, just like you would with regular magic.

Midnight Star reached into the font, feeling like he was dipping his hooves into the ocean, and pulled out a large globule of magic. To his subconscious it felt warm, like his mother when he would curl up next to her and fall asleep. He pulled back out of the font and fed the magic up into his horn.

Now, picture the pony you want to imitate in your mind. Picture their mane, their coat color. Imagine how they walk and how they talk. Your magic will start to move up your horn, let it. You may not have used your Changeling abilities, but your body knows what to do.

Midnight held in his mind a picture of himself, his dark blue wings fluttering in the night sky as his mother would take him out flying after twilight. The feel of the cool evening breeze on his coat. As he focused on his other form, his magic beat softly like a small heartbeat, then started to slide upward toward the tip of his horn. He felt it collect there, then burst from the tip. He barely had time to pull himself out of his thoughts before a burst of green flame engulfed him, then vanished. He turned to look at a mirror that sat close to the bed and saw a familiar Alicorn colt staring back at him. He felt Shimmer Scales pull her conscience back from his and he turned to look at her, beaming.

“Well done, your Highness,” she said, then stood up and stretched. Midnight Star stood up as well and groaned as his muscles protested. He looked at the curtains that hung over the tall windows and saw that they had grown brighter, a sliver of sunlight peeking through the cracks in the curtains. He gasped and ran over to the curtains, tossing them open. Soft, morning light shone over the mountains, heralding the new day.

“It's dawn,” he stated and he heard Shimmer Scales giggle softly. He turned to look at her.

“Yep,” she said as she smiled at him, “new Changelings take longer to get the hang of imitating other ponies than trained ones. But, as you get more practice, you'll get faster.”

The Creator comes!

Both ponies turned to look at the doors as they swung open, revealing the four guards flanking Princess Luna. Midnight ran up to her and nuzzled her side.

“Look, mother! Look like I did!” he said, smiling up at her and receiving a smile in return. He felt something flow into him and refresh his Emotion Font, making him smile even wider.

“I see that, well done!” Princess Luna congratulated him, then turned to look at Shimmer Scales. “Lieutenant Scales,” she received a quick salute from the mare, “I am needed with the final preparations for the Coronation today and the Gala later tonight. If it is not too much trouble, I would ask that you watch Midnight Star. I suspect that he will get restless without me here.”

“It would be my honor, your Highness,” Shimmer Scales stated, and Princess Luna turned and walked away, back out the doors and down the hall. Shimmer Scales stood there with a look of awe on her face at the retreating figure, but looked at Midnight Star when she heard a low grumble from his direction. He smiled sheepishly at her and she smiled
back. “I guess,” she said, “we should get some breakfast before we start the day, huh?”

Midnight Star nodded, then skipped out of the room and down the hall, pausing to make sure that Shimmer Scales was following, only to receive a smile at his antics.

----------*----------*----------*----------

They arrived at the kitchens after several minutes, each one passed by the sound of Midnight Star's stomach growling, and the two Changelings paused at the kitchen door. It was made of simple wood and decorated with scenes of chefs and caldrons bubbling.

Midnight Star pushed the door open with a hoof and caught a glimpse of an orange pony before he was bowled over, landing face down on the marble floor and a heavy weight on his back. He groaned and was surprised to hear three other ponies groan along with him.

“S-your Highness!” Shimmer Scales cried in alarm at the pile of ponies that obscured him from her view.

“Maybe,” somepony above him groaned, “we should be Cutie Mark Crusader Gravity Testers.”

“What would that look like as a Cutie Mark?” a second pony asked.

“I don't know but, --groan-- it sounds painful,” a third pony replied.

“It is,” Midnight Star stated, his voice muffled by the fact that he couldn't move his muzzle very much. He heard the three ponies gasp and the weight was removed from him, allowing him to struggle to his hooves and turn around.

Standing there, looking a little sheepish and blushing, were three ponies. The first one was an orange Pegasus with a plum colored mane. She rubbed the back of her head with a hoof and grinned embarrassingly at him.

“Sorry about that, we didn't see you there,” she said.

The middle one was an Earth Pony, her coat a soft yellow while her mane was the crisp red of an apple. She wore a red ribbon in her hair and she was blushing as she looked at him. Midnight Star felt small wisps of emotion rising from the Earth Pony and, as he drew them into himself, he found they tasted the same as the ones his mother gave off.

“Um, yeah,” she said, poking the floor with a hoof.

The last one was a white Unicorn with a puffy pink and purple mane. Though she bounced a little bit, she couldn't hide the small blush that was tinting her cheeks a soft pink as she smiled at him.

“Yeah, sorry about that,” she stated, beaming at him. He picked up a few wisps of emotion flowing from her as well and found that they tasted the same as the ones coming from the Earth Pony.

“It's alright,” Midnight Star said, smiling back at them. This response only seemed to cause the three ponies to blush even more, the Pegasus even looking away with a small blush on her cheeks.

“Applebloom!” a shout came from behind the door and the Earth Pony gasped, then turned around and pushed the door open with a hoof.

“Yeah, big sis?” she asked.

“Uh,” the speaker paused for a second, clearing not expecting the Earth Pony, Applebloom, to respond, “be, be careful! And don't get inta too much trouble.”

“Alright Applejack! Ah hear ya!” Applebloom replied, then turned back to the other two ponies. “Come on, ya'll! Let's go get our Cutie Marks!”

The Unicorn and Pegasus beamed, then smiled shyly at Midnight Star as they skirted around him and dashed off down the hallway.

“Ah,” sighed Shimmer Scales, stepping up to his side, “love is such a wonderful form of energy.” Midnight Star looked up at her and smiled.

“Yeah it is!” he replied, then pushed open the door to the kitchen as his stomach rumbled, reminding him why he came down here.

Beyond the door he saw the six or so familiar cooks bustling around the large kitchen and two mares that he didn't recognize. One of them was the orange Earth Pony that he'd spied when he'd first tried to enter the kitchen and the second was-.

He'd barely caught a glimpse of the wings and horn before he bowed low to the ground and he heard Shimmer Scales follow.

“Now looky here, sugarcube,” a thick drawl washed over him and a feeling of happiness and laughter tickled his nose, “ya'll ain't even been crowned and yer bein' treated like royalty!”

“Oh for goodness sake,” this second voice Midnight Star was able to pick up a slight Canterlot slang, regal and elegant, though soft. He heard the soft hooffalls of somepony moving toward him and felt the brush of soft fur on his head. He looked up, right into eyes of the deepest purple, ones that made the rarest amethysts seem dull in comparison. He gasped and ducked his head back down only to hear the softest of giggles from the mare. “My,” she said, “such courtesy for one so young. Tell me, who taught you these things?”

Midnight Star looked up at the mare, avoiding the eyes and taking in the full view. The mare had a lavender coat, with a dark purple and pink mane which framed her face on one side. A horn peeked out from underneath her bangs and he noticed the slight twitches of wings furled by her side, itching to be used. Perched on top of the mare's head was a stunning golden tiara, one that fit perfectly on her head. The tiara sparkled with light reflecting off the nine gems embedded into the maneband of the piece while a large, star-shaped gem of a deep purple color was embedded into the top.

“My mother, your Highness,” he said, dipping his head in another bow.

“Well,” the mare said, “your mother is very educated herself. I would love to meet her one day.”

Before Midnight could answer, his stomach grumbled, reminding him why he'd come to the kitchen in the first place. The orange mare chuckled, then placed a few apple snacks in a brown bag and walked over beside the purple Alicorn. Midnight reached out with his magic and pulled the bag toward him before biting down on it with his mouth.

“Fank you,” he said.

The orange mare chuckled again, “now, don't ya'll worry about it.” She turned to look outside, then back at him, “it's a nice day out, best to eat those snacks out in the fresh air.”

Midnight nodded, then turned and walked out the door as Shimmer Scales followed him. He turned down the hallway and headed toward one of his favorite spots, the gardens.

Had he waited just a few seconds outside the door, he would have heard the two mares look at each other with a curious glance.

“Did you see-?” the orange mare asked to the purple Alicorn, who nodded.

“Curious,” she replied.

----------*----------*----------*----------

Midnight headed for the gardens, Shimmer Scales walking beside him. He was several feet away from the garden's opening when he felt something. He paused and looked to Shimmer Scales, who had also paused with a smile on her face.

The feeling that was emanating from the garden was soft and gentle like a cloud, but warm and calming like his mother's side. He licked his lips as the taste of sugar overwhelmed him, caressing his senses and gently pulling him toward the source of the feeling.

He walked forward slowly, like he was in a dream, passing by the hedges that marked the edge of the gardens. He stepped under the shade of one of the many trees that dotted the gardens and stopped.

Sitting in the middle of the large clearing was the source of the feeling. It emanated from a soft yellow coated Pegasus who's mane was an equally soft pink color. She was humming to herself and several of the gardens' creatures were laying close to her with their eyes closed. Midnight noticed that her Cutie Mark was a trio of butterflies and he smiled, knowing that it fit her well, if the creatures surrounding her were any indication.

He stepped quietly toward the Pegasus, careful not to disturb any creature. He got within several hooves of the Pegasus when one of the creatures raised it's head and looked at him. The movement caused the Pegasus to pause and turn their head.

As the Pegasus did, Midnight felt his mouth hang open. The Pegasus who sat on the ground in front of him was like an angel. Her sapphire eyes reflected the sunlight and she wore a gentle smile. Her mane fell in front of one eye, giving her a timid look. The soft breeze that pervaded the gardens sent small ripples through her coat, making it dance and shimmer in the daylight.

“Oh,” she said, her voice as soft and calming as the feeling he'd followed, “I'm sorry. I didn't know anypony else came here but me.”

Midnight could only stand there, mouth agape, for a few seconds before Shimmer Scales fell to one knee and bowed her head.

“Our most sincere apologies, Bearer of Kindness,” she said with reverence in her voice, “we did not know you would be here.”

“Oh, um,” the Pegasus pony seemed shocked at the treatment she was receiving, “no, please. I'm sure we can share, I mean if you want that is.”

Midnight's muzzle flapped a few times before he found his voice. “To share these gardens with one as beautiful as yourself, kind angel,” he breathed, “would be the highlight of my day, nay my life.”

The statement only caused the Pegasus pony to blush hard, her cheeks alighting with rose red highlights, and she ducked farther behind her mane. “Oh, um, I'm afraid that I'm not really all that special,” she said, her voice starting to rise into a squeak, “if you want somepony special, you mind want to find Rainbow Dash, or even Rarity. She's much more beautiful than I am.”

Midnight strode calmly forward. “To find a pony more beautiful than you, I would have to venture into the very lands of Elysia to encounter those that would even have the smallest of chances to be your rival.” He smiled as he felt the feeling strengthen and his mind grew fuzzy with the amount that he was absorbing.

Shimmer Scales sighed, then strode up next to him. “What an honor to share this time of day with you, Bearer. Perhaps we might share some of our food with you? You see, Midnight Star was just about to have breakfast, having headed for the kitchens, when he was given some snacks by two other Bearers, an orange Earth Pony, bearing Honesty, who was tending to the needs of a purple Alicorn, who bore Magic,” she said, rapping Midnight on the back of the head with a wing. This seemed to cause him to blink in surprise then shake his head. He felt something grace atop his coat and his mind cleared, allowing him to think better. He glanced at her and felt the familiar touch of her telepathy.

It's a charm that my armor grants me. With it, I am incapable of being subjected to emotional magic. He nodded his thanks, then turned back to the yellow Pegasus, the Bearer of Kindness.

“Bearer,” Shimmer Scales asked, causing both the Pegasus and Midnight to look at her, “answer me a question. During the Canterlot invasion, is it true that you never harmed a Changeling, even though you and your friends had every reason to?”

The yellow Pegasus looked up at the castle and thought for a few seconds, then turned to look at the two of them.

“No,” she replied, “I never felt the need. I mean, it was horrible what they did, and how they did it. But I've been tending animals for a very long time and I understand that parents would do anything to help their kin. It's a natural instinct that everypony has deep within them.”

Shimmer Scales paused for a second, stunned. Then she slowly asked, “you mean to tell me that you don't consider Changelings monsters, or parasites?” The yellow Pegasus shook her head, then gasped.

“Oh, I'm sorry. I never introduced myself,” she stood up, causing the animals around her to move back to give her room, “my name is Fluttershy.”

“My name is Shimmer Scales, a member of the 312th battalion of the Night Guard” Shimmer stated, pointing at herself then at Midnight, “and this is His Highness, Midnight Star.”

Fluttershy smiled at the two of them, then bowed slightly to Midnight. “I'm honored,” she said, her voice dropping to a whisper.

“But it is us who are honored, Bearer,” Midnight stated, his wings fluttering slightly.

Fluttershy gasped again. “I didn't know that there were any more Alicorns besides the Princesses and Twilight,” she said in awe.

Shimmer glanced at Midnight, then looked back at Fluttershy. “Bearer of Kindness,” she began slowly, “could we entrust you with a secret? One that would mean the ruin of many lives if it is ever revealed?”

Fluttershy nodded, then moved her hoof in a crossing motion over her heart, fluttered her wings, and pressed a hoof to her eye as she said, “cross my heart, hope to fly, stick a cupcake in my eye.”

Shimmer smiled and nodded, “ah, the famous Pinkie Promise.” She nodded in satisfaction, then in a flash green flames enveloped her and swept off her Night Guard form to reveal her chitinous skin and her gossamer wings.

She nodded to Midnight, who looked at her in shock then nodded as well. He closed his eyes and focused, then his Alicorn form melted away with a blaze of green fire to reveal his Changeling form.

Fluttershy gasped and started to shake in fear. Shimmer looked at her with soft eyes. “Please,” she said, “don't be afraid. We were not part of the invasion, nor did we approve of such an action on Queen Chrysalis' part.” She walked over and placed a hoof on Fluttershy's mane, causing her to glance up at the Changeling. As they looked at each other, Fluttershy's face softened and she smiled slightly.

“We have been a part of the Royal Guard since Princess Luna returned to us,” Shimmer continued, “and we have sworn our life to protect Equestria from any threat. We would never harm anypony, especially when admiration and respect flow so easily from those around us.”

Fluttershy smiled and nodded in understanding, then Shimmer continued, “I have a request for you, Bearer. Midnight has just learned how to take the form of other ponies, but the only form that he has experience in taking is the one that Princess Luna created for him. My request is simple, let him practice taking your form.”

Fluttershy nodded, then smiled at Midnight. “What do you need me to do?” she asked shyly.

“Just act normal,” Shimmer replied, “he'll need to see you act fairly natural.”

Fluttershy nodded again, then turned back to the several animals that had gathered around her, trying to act normal but still skittish to any sound.

Midnight watched Fluttershy as he felt the touch of Shimmer's conscience on his own, establishing a link in their minds.

Watch her, Shimmer stated and Midnight nodded, see how every muscle moves, how the wind rustles each feather on her wings, how her coat ripples as she walks. Watch her eyes, piercing but soft, as they see the world. Notice how her mane and tail move as she does, flowing around her body and hiding part of her face from view.

Midnight focused on Fluttershy, watching each of the things that Shimmer suggested.

Then, she continued, once you've got a fairly perfect image in your head, reach for your Emotion font and bind the image to your body. Feel yourself become Fluttershy.

Midnight closed his eyes and reached for his Emotion font, pulling some of the magic that dwelt there and pressing it into the image of Fluttershy in his mind. With a rush of warmth, he felt his magic explode outward and he heard a yelp from Fluttershy. He opened his eyes and saw the two mares looking at him. Shimmer was smiling with happiness while Fluttershy was blushing behind her mane, which she'd decided to hide behind at that moment.

He smiled at the two of them. “Well,” he asked, “how do I look?”

Shimmer walked around him, examining him from all angles, and she had a curious look on her face when she stopped in front of him again.

“Well,” she said, a grin forming on her muzzle and she held a hoof to her mouth as she snickered, “you've got the main colors down, but you didn't quite make it.”

Midnight raised an eyebrow at her then, seeing a small pond off to one side, he walked over and peered at his reflection.

There, staring back at him, was Fluttershy. Or at least a young Fluttershy. As Midnight turned his head to one side, then to the other, he noticed something different. He looked back at Fluttershy, then at his reflection. Then it hit him.

“I'm a—” he started to say, shocked.

“Stallion,” whispered Fluttershy. He glanced at her and saw that her blush, which had previously only slightly colored her cheeks, now made her face blaze with color.

“Yes, well,” Shimmer stated, snickering as she spoke, “that will happen. Early practices have yielded the same results, but as you get used to using your abilities, you'll be able to take the form of anypony that you see, stallion or mare, and you'll be able to do it faster. In fact--” she started to say, but was interrupted by another voice coming from the gardens' entrance.

“Oh Fluttershy, darling!” a mare's voice rang out, startling Midnight and causing his disguise to vanish in a burst of green magic. He quickly pulled on his magic and focused on his Alicorn form, it returned to him in a flash of green flame. Shimmer nodded in approval then turned to look toward the entrance, a flash of green flame enveloping her and returning her to her Night Guard form.

“Generosity,” she whispered to Midnight.

“Rarity!” Fluttershy called, though her voice was barely loud enough for Midnight to hear it, him being a dozen or so hooves away from the two mares, “I'm over here!”

Midnight looked at Shimmer as a question rose to his lips, but before he could ask it an alabaster Unicorn strode around the corner.

“There you are, darling! We must get ready for the Coronation tonight, then the Gala right afterwards,” the mare stated.

Midnight stood there, stunned. The alabaster mare strode with purpose, but grace, almost like an angelic messenger from Elysia itself. Her mane was of a dark violet and expertly curled, while her sapphire eyes glanced around at everything, taking in every detail as they scanned the area. Her eyes fell on the two Changelings and she gasped.

“Oh my,” she stated, bowing slightly as she caught sight of Midnight's wings and horn, “I did not know of more royalty appearing at the Coronation. It's an honor to meet you, Prince-?” she raised her head slightly as she looked at him.

“Midnight Star,” Midnight replied.

“Prince Midnight Star, what an exquisite name! My name is Rarity, your Highness. Perhaps you are related to Princess Luna?” Rarity asked.

Midnight nodded, “she is my mother.” The statement caused Rarity to gasp and cover her mouth with a hoof.

“My word,” she said in shock, “I had no idea that the Princesses could have suitors, much less bear a foal. This is news indeed.” As Midnight watched her, he could almost see the gears turning in her head for a few seconds before she snapped back to the matter at hand. “Forgive me, your Highness,” she said, dipping her head, “if you don't have any clothes for the Coronation and Gala tonight, it would be my honor to create suitable attire for the occasion. Fluttershy, if you would please come with me so I can get your measurements. I think you've grown in the past few years and my calculations may be off.”

Midnight looked up at Shimmer, who nodded, then he turned to follow Rarity and Fluttershy out of the gardens. Shimmer fell back to allow Midnight to walk between the two mares, with Fluttershy on his right and Rarity on his left.

As they walked, Rarity kept looking at Midnight out of the corner of her eye. Finally, when they passed into the castle foyer and proceeded down one of the hallways, she sighed and looked over at him.

“Midnight,” she asked, causing him to look up at her, “who is your father?”

Midnight looked away, thinking, before answering, “I don't know.”

Fluttershy jumped as Shimmer chimed in. “A guard,” she said.

Rarity looked back at her, her eyes wide. “A guard?” she asked, “I would have thought it below the Princesses to have guard suitors. Would it not be more common to find a Prince to court?”

Shimmer smiled at the alabaster Unicorn. “Forgive me if I am mistaken,” she replied, “but did you not, several Galas ago, try to woo one Prince Blueblood?”

Rarity nodded, a look of disgust on her face.

“And do you not,” Shimmer continued, “come from Ponyville instead of Canterlot?”

Rarity nodded again.

“So then,” Shimmer smiled, “would it not be below Prince Blueblood to court you, or even for you to try and court him? Should you not be content to find a stallion within Ponyville that would be better suited?”

Rarity opened her mouth to say something, but Shimmer continued.

“It is quite common for nobles, royalty, and everypony else to court whomever they wish. To do so encourages the stability of the economy. Royalty court because they wish to maintain their line, while nobility court to increase their standings. Those not noble or royalty wish to court to better their living. We encourage courtships between all classes, though we find that many are content to court within their same class. This provides the society with a consistent class system, but one that is blurred at the lines.”

By this time they had turned down a corridor lined with a dozen doors. They were heading toward one of the doors on the left side, three doors down the hallway. As Midnight passed a door on his right, he caught a glimpse of a pink Earth Pony as well as a cerulean blue Pegasus huddled together, snickering slightly. He didn't have time to think about it before his attention was drawn back to Rarity as she pushed open one of the doors with her magic, a soft blue aura enveloping the doorhandles.

He stepped inside, following Rarity and Fluttershy and being followed by Shimmer, and gasped. Within the room were dozens of spools of fabric, each one a different color or shade. There were almost a dozen ponyquins spaced around the room, six of them bearing dresses. There was a platform to one side, wide enough to comfortably lay on and half a hoof tall. A desk sat close to the platform and a sewing machine sat on it, with a heap of fabric and a pincushion next to it.

Rarity smiled and sighed, Midnight felt a pulse of contentment and joy from her, then she trotted over to the sewing machine and pulled a pair of red glasses out from under the fabric, then placed them on her nose.

“Now then,” she said, turning to look at Fluttershy and Midnight, “let's begin!”

The next few hours were spent being examined by Rarity while having bits of fabric draped across Midnight. Rarity would occasionally take the pieces of fabric off, then sew a few of them together and have him try on the new product.

An hour into the session, a knock came from the door and Shimmer answered it, revealing a maid bearing a tray of tea and biscuits. Rarity paused long enough to have some tea with the rest of them, then pushed Fluttershy up onto the platform and had her try on one of the dresses from the ponyquins.

Midnight watched in amazement as Fluttershy went from being the shy mare that he'd met in the gardens to a mare that shown with confidence and courage as she wore a beautiful light green and sage dress that barely touched the ground.

Rarity worked a while longer, sewing a deep purple and dark blue vest for Midnight and lengthening Fluttershy's dress. Finally she looked up from the sewing machine and lifted Midnight's finished vest from her desk, Fluttershy's dress hung on a ponyquin already fixed.

“Well,” Rarity said, levitating it over to Midnight, “try it on!”

Midnight raised his hooves over his head and slid the vest on. It fit snugly around his barrel and holes had been added in just the right spot to allow for his wings to poke through comfortably. He raised his head to Rarity and beamed.

“How much?”

The question shocked Rarity, who recovered and smiled at him.

“Nonsense, your Highness,” she stated, “I couldn't dream of asking you to pay for it. Besides, I wanted to make it for you, and so I did. I refuse to charge you for it.” Midnight opened his mouth to protest, but Rarity shook her head, “I won't hear of it. It's a gift, one worthy of a prince.”

Midnight smiled at that, and he felt something warm flow from Rarity as she spoke. It warmed his whole body, like he'd drank some hot apple cider, but it also left him with a fuzzy feeling. He didn't have much time to revel in the feeling when a knock came from the door. Shimmer opened it to reveal a messenger pony dressed in a red shirt. He snapped to attention at the sight of Midnight and Shimmer.

“Yes, messenger?” asked Shimmer.

“I am to report to you, Lieutenant Shimmer, that Princess Luna and Princess Celestia are ready to begin the Coronation. You are to escort Prince Midnight Star, Lady Rarity, Bearer of the Element of Generosity, and Lady Fluttershy, Bearer of the Element of Kindness, to the south chapel, then report to the barracks to prepare for tonight's skirmish,” he stated then, as Shimmer nodded, turned away and trotted down the hallway.

Shimmer Scales turned to look at the two mares and Midnight in the room and nodded. While she'd been talking to the messenger, Rarity and Fluttershy had gotten their dresses on and Rarity was applying make up. She finished quickly and turned back to the door.

“Well,” Rarity said, and Shimmer stepped to one side as she held open the door for the two mares, “let us not keep Twilight waiting.”

Author's Notes:

Yay! Here's chapter 2, or at least the first part of it! I really wanted to get this done by Christmas and here it is! My Christmas gift to my followers and likers of this story! I hope you enjoy it.

This part I introduce several plot points that will become vital in this book. Also, Midnight has at least seen every Bearer of Harmony, but has only really talked with Fluttershy and Rarity. The other four he'll meet in the next part, when I cover the Coronation (for any confusion about why Twilight isn't a Princess yet, please see Magical Mystery Cure, My Take for answers) and the Grand Galloping Gala.

And remember, like many great stories, there are very important details in this and every chapter of my story.

As always, read and review! I love to see comments about what I can do better, especially when they have good reasons behind them. Enjoy and I hope to post the next part soon!

Chapter 3: The Princess and the Party (part 2)

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They moved down the castle, heading to the south chapel. It took them just a few minutes with Shimmer leading them. As they came closer to their destination, they ran into Fancy Pants and his wife, Fleur De Lis, who wore a shimmering dress of silk with small gems embroidered into the hem. Midnight Star grinned at them and Shimmer saluted them as they joined the small group.

“Dear Midnight Star, how are you?” Fancy Pants asked.

“I'm wonderful, Sir,” Midnight replied, “how are the nobles today?”

“Absolutely furious!” Fancy Pants gave a chuckle, “they're all upset that I was requested by Princess Celestia to attend this Coronation. They don't like the fact that it's a private affair. I'll have to do quite a bit of damage control tomorrow morning, but I think this is all worth it. Not every day that you see a new Princess get crowned.”

Midnight smiled at that and would have continued the conversation but they had arrived at the chapel doors. Shimmer nodded to the two guards who stood at the doors, then turned to Midnight.

“I shall be back in time to see the end of the Gala,” she stated, “but I must take my leave of you.” She turned and walked back down the hallway, away from the group. Fancy Pants smiled at the retreating mare.

“Always diligent, she is,” he stated, then he turned back to the guards and smiled at them, “let's get this over with so I can start planning on how to calm the nobles.”

The guards nodded, one belonging to the Day Guard and the other belonging to the Night Guard. The Day Guard grasped the door handles with his magic and pushed them open while the Night Guard stepped into the middle of the doors.

“Representing the nobles, Sir Fancy Pant,” he stated as Fancy Pants strode into the room, “Representing the Fashion world, Miss Fleur De Lis,” Fleur De Lis followed her husband, “the Bearer of the Element of Generosity, Lady Rarity!” Rarity moved into the room and Midnight swore that she glided over the carpet like it was ice, “the Bearer of the Element of Kindness, Lady Fluttershy!” Fluttershy squeaked, and stumbled inside the room, trying to hide from all the eyes looking at her. Midnight felt a conscience touch his mind and he heard, Representing the Changeling Empire. He glanced at the Night Guard and saw him wink at him, “and Princess Luna's protegé, Prince Midnight Star!” Midnight shook his head, then walked into the room.

The south chapel was decorated in royal purples and deep blues, with banners hanging from the ceiling made from a royal purple that was embroidered around the edges with thread of a deep blue color, almost rivaling his mother's mane in color. In the center of each banner was a pink star and, as Midnight looked closer, he could pick out five, smaller, white stars surrounding it.

He walked down the carpet and took his place next to his mother, who stood on the right of Princess Celestia. He glanced around and saw that Rarity and Fluttershy stood near three other mares, one was the orange Earth Pony that had given him the apple snacks, while the other two were a pink Earth Pony with a cotton candy mane and a cerulean Pegasus with a wild rainbow mane. Also in the room was a white stallion that bore a purple shield Cutie Mark with a pink star in the middle and three stars above it. Close to him, and wearing a camera around her neck, was Photo Finish, with Sapphire Shores standing next to her. Prince Blueblood stood on Midnight's side of the room, next to Fancy Pants and Fleur.

The group wasn't waiting long before a knock was heard from the door, followed by two more resounding knocks that echoed through the large room. The doorhandles were wrapped in Princess Celestia's golden aura and slowly began to open. Midnight stared at the widening gap and gasped.

As the doors slid open, a familiar purple Alicorn slowly strode into the room, flanked by the Night and Day Guards. She bore a dress made of soft purple, with butter gold highlights. She bore a crown made of gold and held a purple gem in the center, below which was nine, blue gems.

“Princess Twilight Sparkle,” Princess Celestia stated, “it has been a long time in coming. You have earned the right and privilege to join the ranks of Equestria's rulers. You have shown true devotion to the nation, as well as to the individual ponies within it's borders. You have fought battles, won hearts, and conquered foes that many ponies would think impossible.”

As Princess Celestia spoke, Princess Twilight walked slowly and purposefully toward the dais where Princess Luna and Celestia stood.

“You have retrieved from the darkness my beloved sister on your first time in Ponyville, just after making friends. You helped each one of your friends through trials and hardships as they struggled in their difficulties. You imprisoned Discord again after he broke out, then befriended him at my request. You defeated Queen Chrysalis and her Changeling invasion, retrieving your sister-in-law from her imprisonment in the Crystal Caves below this city,” Princess Celestia continued as Princess Twilight stopped in front of the dais.

Princess Celestia unfurled her wings, spreading them to their fullest.

“Princess Twilight Sparkle,” she stated, “by the power invested in me and witnessed by all present, I crown you Equestria's newest princess. I give you the rights, privileges, and duties contained within that title. I grant unto you the Castle of the Royal Pony Sisters, located within the Everfree Forest, as your castle. It will serve as the location of your court, as well as a secondary capital if Canterlot should ever fall. Your dominion will stretch to include the entirety of Ponyville and the Everfree Forest, as well as the surrounding area.”

“As it is said,” Princess Luna stated, “so let it be done!” The last few words rose in volume until the final word was uttered by the Royal Canterlot Voice, causing the windows to tremble.

With that final statement, the pink pony leaped into the air with an explosion of confetti and balloons. Princess Luna smiled knowingly, then turned to Midnight.

“Let us go visit with Twilight,” she said, “it would be wise to meet the new royalty and make friends. Perhaps a trip to Ponyville would be advantageous for you.”

Midnight smiled and nodded, then moved with her toward the group of six mares, Princess Twilight and the other five mares. Princess Twilight turned to look at the two approaching ponies and she smiled at them.

“Princess Luna, Midnight Star!” she said, “Fluttershy and Rarity just finished telling me about all that happened after you left the kitchen.” She smiled at Midnight and he felt his body grow warm as he pulled in some of the happiness that flowed from the new Princess.

“Princess Twilight,” he said and she looked at him, “I would like to introduce you to my mother,” he motioned with a hoof to Princess Luna, “you did say that you wanted to meet her one day.”

“What!?” the cerulean Pegasus burst out in surprise and awe.

“Oh my gosh!” the pink pony gasped and started to splutter about how she needed to throw a “Congratulations Princess Luna on having a son!” party.

“Well...” the orange pony stated, surprise apparent on her face.

Twilight just blinked in surprise while her mouth opened as if to invite all the flies in the room to take up residence in it. She looked at Princess Luna, then back at Midnight.

Princess Luna coughed to break up the atmosphere. “Yes, Princess Twilight,” she said, clearing her throat, “may I introduce you to my protegé, Midnight Star.”

“How long?” breathed Twilight.

“He's been in my service for the past five years,” Princess Luna stated.

“Why have I not heard of this!?” exploded the pink pony, shock and excitement pulsing off her like a wave, “there are so many parties to plan!”

“Pinkie, Ah'm sure ya'll have plenty o' time to catch up on your parties,” the orange pony stated, “just invite 'em to Ponyville for a few days.”

“Indeed,” Princess Luna stated, causing all around to look at her, “it would please us if one of you would be willing to house Midnight for a time when he visits. It need not be decided now, but do think about it. Now then, I feel that my sister will need help in quelling the paparazzi during the Gala so I shall take my leave of you all.”

Midnight waved at his mother as she moved through the crowds and to Princess Celestia's side, then he turned to look at the six mares that stood a foot or, in the case of Princess Twilight, two over him. The pink pony smiled widely at him and he felt a slight shiver run up his spine, while the cerulean one was glancing around at all the ponies in the room. His eyes met the emerald eyes of the orange pony, then slid to the lavender ones of Princess Twilight, who smiled at him. Then she gasped as something dawned on her.

“Oh my gosh, I'm so sorry,” she said, covering her mouth in a very un-princess-like manner, “I didn't even introduce everypony! This is Applejack—she gestured to the orange pony—and this is Pinkie Pie—the pink pony bounced up and down so fast Midnight felt his neck was going to turn into a spring—and this is Rainbow Dash—she pointed to the cerulean pony who turned to look at him at the mention of her name—and you've already met Fluttershy and Rarity, and I'm Twilight Sparkle. I guess I'm also the newest Princess of Equestria.”

Midnight gasped and stared at Rainbow Dash who, after noticing the stare, fidgeted. “You're Rainbow Dash!” he cried.

“Yeah,” she said, rubbing the back of her head, “why, ya heard of me?”

“Heard of you?” Midnight gasped, “not only have I heard of you but I know so much about you! You're the first pony in hundreds of years capable of performing a Sonic Rainboom, you won the Best Young Fliers Competition, and you were one of the mares that helped rescue my mother!”

“Wow, Rainbow,” Twilight stated, “it seems like you might have another fan on your hooves, even before you become part of the Wonderbolts.” Then she turned to Midnight and smiled. “If you think it's amazing that Rainbow is the Element of Loyalty,” she said, “then you'll find it even more so to find out that the six mares standing in front of you bear the six Elements of Harmony.”

Midnight's mouth fell open in shock, then he started bounding around in such a way that Pinkie looked jealous, “OHMYGOSHOHMYGOSHOHMYGOSHOHMYGOSH! This is amazing!” he said, barely catching a breath, “you're telling me that the six mares that bear the Elements of Harmony are standing right here in front of me, and one of them is a Princess!?” The six mares nodded, sending Midnight into a fit of squee's that made Fluttershy blush and smile. “Hold on, I must get your autographs!” He vanished in a burst of green magic.

“There it is again,” whispered Twilight to herself, “where have I seen that color of magic? It feels like I should know.” She didn't have much time to think about it when Midnight appeared in front of them again in a flash of green magic, holding a book and a quill in his magic. He flipped open the book to the inside cover and held out the quill.

Each of the six mares took turns taking the quill and signing their name in the book. After they had finished, Midnight closed the book and squee'd again. Then he vanished again, and reappeared a few seconds later.

“What book was that?” Twilight asked.

“Hmm?” asked Midnight, “oh, it was Changelings: a history. My mother got it for me for my birthday last year. It's absolutely...” He would have continued, except he felt anger pulse off Twilight at the mention of Changelings. He shrank away from the Princess, his pupils shrinking as he remembered how Princess Celestia reacted to Changelings. He glanced around, ready to sprint to the doors if the same thing happened again when he was scooped up by Rainbow and held several hooves above the floor.

“So, kid,” she asked, looking him over, “you've got wings. Ya know how ta use 'em?” Midnight, stunned at the turn of events, took a few seconds to nod. Then she tossed him into the air and darted out the door with a quick, “catch me if you can!”

Midnight flapped his wings to stabilize himself in the air, then took off after the mare as he followed her rainbow trail left by her tail. He darted through the castle, pushing his wings harder and harder to keep up. As he sped closer to the outside, where he guessed Rainbow was heading, he felt dozens of consciences touch his and heard cheers and encouragement coming from them. They only fueled his drive and he pushed his wings harder.

Finally he burst through the castle doors and out into the cool, dusk air. He quickly glanced around and caught sight of a rainbow trail heading toward the Wonderbolt race track. He chanced a glance at the ground and saw hundreds of ponies watching him, all of them standing in position and marking out squares of pony bodies. Midnight had seen enough of the troop formations to know that what he saw was a good sized army standing in formation and running drills. He headed toward the race track but, as he did, he felt Shimmer Scales' conscience touch his.

Fly true and diligent, Prince.

Not a second had past when the entire group of soldiers below him gave a solid “Hoo-aw!” and snapped to attention.

I've got a Pegasus to catch! He darted toward the race track, only pausing when he saw Rainbow sitting in the stands, staring out into the empty track. She smirked as he sat down next to her.

“I was wondering if you'd gotten lost, kid,” she retorted, glancing at him then turning her attention back to the track.

“And I was wondering when you both would show up!” Both ponies jumped in surprise and turned to look at Pinkie Pie reclining on a bench eating popcorn.

“Pinkie, how did you-?” Rainbow started to ask, then shook her head in disbelief. Midnight only tilted his head in wonder. He turned his attention to Rainbow, who sat in silence. As he focused on the mare, he could feel things, feelings. They felt like a pile of pasta, all tied together and bunched up. He tried to sort out what he felt as he looked closer. He could pick out Loyalty, as that was the strongest, but also several feelings that tasted gentle. He knew that wasn't any way to describe feelings, but they tasted like they were a gentle morning mist, moist and soft. His mother had taken out a few times and they had walked the clouds and they kind of felt like that. There was also anger, that he knew well from Princess Celestia's explosion of it, but there was also something bittersweet mingled with all of the feelings.

“What's wrong?” he asked, causing Rainbow to start in surprise, then turn to look at him with a smile on her face.

“N-nothing,” she said, though her smile seemed to fall a little, “who said anything's wrong?”

“No pony,” Midnight replied, “I just felt that something was wrong.”

“Yeah,” said Pinkie as she landed next to his other side, “what's wrong, Dashie?”

Rainbow took a deep breath, then let it out slowly. “I guess,” she said, “I kind of understand their desperation.”

“Who's?” Pinkie asked.

“The Changelings,” Rainbow replied, “I kind of understand why they did what they did. Being the Element of Loyalty helps me recognize the trait in others. They were being loyal to their race, even if they went about it in an unort-unothi- in a different way than the rest of us. I still don't like how they did it, but I can get it. They were just being loyal to their Queen, feeding off of the only source of food that they could find.”

“Actually,” Midnight said, “w-they don't eat love. They just use it to fuel their magic.”

Rainbow and Pinkie looked at him in surprise.

“So,” Pinkie began, “why would they need to fuel their magic?”

“I don't know,” Midnight replied, “the history books don't have a lot on the beginning of the Changelings. The book my mother gave me last year is the most comprehensive collection of information on the race. I don't know why Changelings need feelings, but I just know that...”

Pinkie nodded, then looked around. “Why'd you want to come out here?” she asked Rainbow.

Rainbow blinked and looked around, briefly forgetting where she was. “Because,” she said, getting to her hooves, “I want to see where it is the Wonderbolts race. I want it to serve as a reminder of my goal, to become one of the Wonderbolts.”

“Why?”

The simple question caused Rainbow to look at Midnight with surprise.

“Why?” she repeated, “because, because the Wonderbolts are admired all over Equestria. They're idolized, and seen as the greatest Pegasi alive. They're always taking on dangerous missions and risking their lives for Equestria. They're the first ones on call when something threatens the nation. And I want to be a part of that.”

“But,” Midnight stood up and looked at her, “have you ever visited any other town or city besides Canterlot or Ponyville?”

“Yeah,” replied Pinkie, “we've been to Manehattan and Appleoosa.”

“But have you actually wandered around and watched the ponies there?” Midnight asked Rainbow, who shook her head. “I have,” he said, “and what I see makes me jealous of your status. You say that the Wonderbolts are idolized? Well, the Elements are even more idolized. It's now told to fillies and foals the stories of how you all defeated Discord and reformed him. In schools the Elements are taught and held as the standard of behavior. My mother told me of all the things that you and your friends have done for Equestria, how you calmed her anger and changed her back to be my mother, how you drove off the Changelings from their invasion, how you saved the Crystal Empire from King Sombra. She even had me read some of the Friendship reports that Twi-I mean Princess Twilight wrote to Princess Celestia.

“With all of these accomplishments,” Midnight continued, “how can you say that you want to be a part of the Wonderbolts? My mother told me that you six were the first ponies that knew of any danger to Equestria, before even the Wonderbolts, and she and Princess Celestia hated sending you on these missions because they didn't know what to do if you failed. There were several times before I was born that the fate of Equestria hung on your shoulders. But you didn't shirk the responsibility, you embraced it and conquered it.

“And that,” Midnight faced Rainbow, staring into her rose eyes, “is why I see the Bearers of the Elements of Harmony to be much more than just six mares from a backwater town. I see them as idols, as standards to live my life by, and as the greatest mares alive and in all of history. That's how I see them and, from what I've seen of all of Equestria, so does the entire nation. That makes you much better than to anything the Wonderbolts could even hope to attain.”

After Midnight finished speaking, Rainbow sat there, still staring into his navy blue eyes. The silence stretched into several minutes before Rainbow said anything.

“But,” she said slowly, “if my dream to be a Wonderbolt can't be accomplished, then what do I do?”

Midnight smiled at her, then said, “your dream can be accomplished, it's just that your dream would make you less than what you can be. You can still be a Wonderbolt, but they wouldn't necessarily help you be your best. You are already on the path to be your best, the only thing left is to live in such a way that you become the greatest Bearer that you can be. As a Bearer, you have before you hundreds of opportunities, more than would be available to you if you were a Wonderbolt.”

Rainbow nodded, showing that she understood him.

“Yeah, Dashie,” Pinkie said, smiling at the Pegasus, “the Wonderbolts are great, but when you're a Bearer there's nothing that can compare to it.” Midnight nodded and smiled, then turned to look at Pinkie.

“What's your dream?” he asked.

Pinkie thought for a second, then smiled. “That's easy,” she said, “I want to make everypony smile! No matter who I meet, they all need their heart lightened, and it's my job to do it! As the Element of Laughter, I was chosen to bring joy and laughter to everypony!”

Before Midnight could say anything else, he heard whistling from behind him. He turned around to see several large spheres of colors explode into being.

“Fireworks,” he said.

“Yep! Big ones!” replied Pinkie, bouncing next to him.

“Aaahhhh!” Rainbow said, her eyes wide in shock and surprise, “come on Pinkie! We've got to get to the Gala!” And with that,
she bolted away into the night sky, a prismatic trail following her.

“Yeppers!” cried Pinkie as she bounced down from the stands and back onto the ground, heading toward the castle, “the bestest party of the year!”

Midnight watched the two ponies head back to the castle and he sat there in the stands for a few more minutes, watching his mother work as she pulled back the deep black to reveal the shining stars. He smiled as the moon peaked out from behind the mountain and rise into the sky, illuminating Equestria. He heard the buzz of wings and turned to see a black shape land on the bleachers beside him, two eyes, glowing turquoise, glanced at him.

“Your highness,” the Changeling stated, the words coming out with a slight hiss, “her highness has requested that you head back to the castle, to attend the Gala.”

“Alright,” Midnight replied, standing up, “I'll return to the Gala.” He flapped his wings, floating above the stands a mere hoof. He nodded to the Changeling, then took off, heading back to the castle.

Shrapnel, the Changeling stated through telepathy and Midnight raised an eyebrow at the name. It sounded familiar, but he couldn't quite tell why. He didn't have much time to think about it before the Changeling continued, Midnight Star is returning to the Gala.

We are almost in position, another, unfamiliar Changeling replied.

Midnight floated through the night sky, rising on a thermal to give him the height to glide back to a lit balcony, with a door that stood wide to allow for guests to enjoy the night air. It was currently vacant save for three mares, mares that looked familiar.

He landed softly on the railing, then stepped off and lightly moved toward the three mares, who were looking into the party beyond the doors.

“Come on, Sweetie Belle,” the orange Pegasus said.

“I don't know,” the white Unicorn replied, “I don't think my sister will like it.”

“But,” the yellow Earth Pony added, “if it get's us our cutie marks, then it'll be worth it!”

“Yeah,” Sweetie Belle stated, shuffling from one hoof to the next, “but I don't think Rarity will like it if I messed with her dresses.”

“And what is this?” Midnight asked, causing all three mares to jump in surprise and turn around to look at him, “three mares getting into trouble at the Gala?”

“Um, well,” the Pegasus said, scraping a hoof on the ground.

Midnight smiled up at the mares, they stood a hoof and a half above his horn, causing the three of them to blush. He looked to the party, then back to the mares. “So,” he said, “what trouble did you want to get into?”

“Well,” the Earth Pony said, rubbing the back of her head, “we were lookin' to get our cutie marks.”

Sweetie Belle looked at Midnight, glancing at his flank. He smiled at her as she looked quickly in his eyes and she blushed enough that her face seemed to glow in the moonlight.

“H-hey,” she said, her voice quaking in embarrassment, “y-you don't have a cutie mark.”

“What?” the Pegasus shouted, darting forward and staring at his flank. She gasped and danced from one hoof to the next with glee, a smile on her muzzle.

“Oh mah gosh, really?” the Earth Pony said, “ya'll don't got yer cutie mark?!”

Midnight shook his head. “Nope, what's a cutie mark?”

Sweetie Belle gasped. “Oh gosh!” she said, raising a hoof to her mouth, “you don't know what a cutie mark is? It's a symbol that appears on your flank—she blushed even more at this—when you discover your special talent!”

“Oh,” Midnight said, sitting down on the night cooled stone, “and why are you three looking to get your cutie marks?”

“Well duh,” the Pegasus said, “if we find out what we're good at, then Diamond Tiara and Silver Spoon will stop picking on us!”

“Diamond Tiara? Silver Spoon?” Midnight said, tilting his head to one side, “friends of yours?”

The Earth Pony shook her head. “No way,” she said, stomping a hoof on the ground, “they're bullies an' we don't like 'em!”

Sweetie Belle gasped. “Oh my gosh,” she said, shocked, “we haven't even introduced ourselves! My name is Sweetie Belle, and this is Applebloom—she pointed to the Earth Pony—and Scootaloo—she motioned to the Pegasus—and we are the Cutie Mark Crusaders!”

Midnight nodded and smiled at the three of them. “Crusaders, huh?” he asked, “what have you tried?”

“Well,” Scootaloo began, taking a deep breath, then she launched into a long list of different things they had tried. Midnight sat there for the next twenty-five minutes while she listed out all the ways that they'd tried to get their cutie marks.

“But,” Scootaloo said as she came to the end of the list, “one of the first things that we tried was to put on a rock show!”

“Yeah,” Applebloom said, staring at the ground as she dug at it with a hoof, “that didn't quite turn out how we wanted it.”

“What do you mean?” Midnight asked.

“Well,” Sweetie Belle said, “I was in charge of building the set and making the costumes, though Applebloom helped a lot with the set.”

“An' Ah was in charge of the choreography,” Applebloom stated, shaking her head as she remembered the twirls and spins that she'd tried to do, “Scootaloo really helped me perfect mah spinnin'.”

“And I was in charge of coming up with some awesome rock lyrics!” Scootaloo pumped the air with a hoof, then her face fell, “but some of my rhymes weren't the best. But thanks to Sweetie Belle and her sweet tunes and lyrics, we were able to get some good lyrics going!”

Applebloom nodded slowly. “Yeah, but they still laughed at us,” she smiled, “and gave us awards for Best Comedy Act, even though we wanted somethin' cooler.”

“Hey!” Sweetie Belle exclaimed, jumping forward, “since you don't have a cutie mark, maybe you would like to be a Crusader with us!”

“Yeah,” Applebloom said, Sweetie Belle's energy being infectious, “ya'll would be our first royal Crusader!”

“That would be awesome!” Scootaloo replied, “Diamond Tiara won't believe this when we tell her!”

“How cool is that?” asked Sweetie Belle, “we're friends with royalty!”

Midnight blinked in surprise at that statement. Friends? He could be friends with somepony other than his mother? He moved into the large ballroom where the Gala was taking place, stepping up to the hoofrail and looking over it, down into the room, which was large enough to hold several hundred ponies, though probably only had about a hundred at the moment. He saw dozens of guards around the room and many more mingling with the guests, which comprised of many of the rich and noble that lived in Canterlot. Up on a large stage was a four pony ensemble, consisting of a piano, harp, cello, and a tuba. The ensemble was just winding down a song and, as Midnight watched, they packed up their instruments and left the stage. He raised an eyebrow, then turned to look at the moon. It was too early for the Gala to be over, so what was going on?

His ears perked up as he heard the sound of dozens, no hundreds of hooffalls outside. He turned to run out to the balcony when he heard the doors down below slam open. The room fell silent as all eyes turned to the ponies at the door, the most predominant was Princess Luna. He saw Princess Celestia pause in her conversation with several nobles and she turned to look at the Lunar Diarch.

“Now?” she asked, and every guard in the room stiffened while one of the guards toward the back of the room darted from the room. Though Midnight couldn't see her face, he could hear the smile in her voice and feel anticipation radiate off her like heat.

Princess Luna nodded. “N-”

Changelings are in green, allies in blue, enemies in red, the Creator is dark blue and the Betrayer is in gold. Remember, this is a training exercise, set to stun. A voice echoed through his mind and he recognized it as Shimmer Scales.

“-O-”

His highness is located on the balcony above the ground, surrounded by three mares who are presumed to be friends. Another voice said.

Good, Shimmer said, Pinpoint, keep an eye on him and keep him safe! Arrowfall, get ready to fall into position! Now, for the glory of the Changeling Empire! For the 7th hive! For Luna!

“-W!” Princess Luna bellowed.

Before the word had even left her lips, the room was thrown into pandemonium! The windows blew inward, scattering shards of glass over the guests and guards as a few hundred Night Guards fell through them, rolling and leaping into action as their horns glowed and spells were loosed. At the same time the Guards behind Princess Luna leaped forward, forming a wall between her and the Day Guards, who were scrambling to recover from the rain of glass.

“Day Guard!” Princess Celestia shouted over the hum of stunning spells flying around the room, hitting guards and sending them sprawling on the floor unconscious, “run pattern Argead!”

As Midnight watched, the still conscious Day Guards in the room rushed to Princess Celestia's side, then radiated outward, where their golden armor made them appear like the rays of a sun. As they ran into position, they shot off stunning spells at any of the Night Guard they could see, but Midnight noticed that they were vastly outnumbered. They had taken too long to form up and they were paying for it with loss of numbers.

“ETA?” asked Princess Celestia to one of the Guards close to her.

“One minute,” he replied and she nodded, turning to fire off a scatter stun spell. It hit a dozen Night Guards and sent them backward into the Guards behind them. They kept firing off spells, knocking out Night Guard after Night Guard, but because of the shattered windows and the large doors behind Princess Luna, for every Night Guard stunned, two more filed into the room. They pushed the Day Guard back until they had Princess Celestia and her Guard up against the band platform.

Princess Luna strode forward, ringed by twenty Guards, until she stood in the center of the room, atop the golden sun and silver moon engraved on the ground. She smirked at her sister, then shot one of the Day Guard with a stun spell, sending him backward and knocking over his comrades. The Night Guard pressed forward, stunning Guards left and right, and from Midnight's view it looked like Princess Luna had won. Princess Celestia's Guard was too unorganized in the beginning of the fight and they had fewer numbers.

Then he heard a slight grinding of gears and, as he watched, a section of floor that was twenty by thirty feet right in front of Princess Luna slid downward. The Night Guard standing on the floor gave cries of surprise and defeat as dozens of magic blasts erupted from the dark passage beyond, stunning the Guard. They slid down into the darkness and were replaced by Day Guard marching up the ramp and facing off against Princess Luna.

Midnight saw something, a key that would defeat the Day Guard and seal the win for his mother, and he launched toward the stairs.

“Midnight!” he heard the three mares behind him shout in alarm.

I'm going to help my mother win this! he thought reflexively as he ran down the stairs, using his wings to glide when his hooves couldn't grasp the stonework.

“CUTIE MARK CRUSADER ROYAL GUARDS!” And before he could wonder what that was all about, he heard the sounds of three sets of hooves following him down the stairs.

He emerged onto the floor at a run, right next to one ray of Day Guards. He took off as fast as his hooves could carry him, reaching inside to pull on his Emotion Font and using it to fuel his run. The Day Guards saw him, but all they could do was give a shout of surprise and alarm as he slid under their hooves. He pushed his magic in front of him, reducing the friction on the floor and allowing him to slide all the way into the center of the formation.

Princess Celestia stood there, stunned, as she looked down at him. He smiled up at her, reaching in for a glob of magic and forming a stunning spell at the base of his horn.

“How did you-?” she asked, but before she could finish the question Midnight released the spell and fired it up into her chin. Her eyes widened in surprise and she was tossed into the air by the force of the spell. She fell to the ground a few hooves from him as the room went silent. Day and Night Guard alike stood there, staring at the stunned princess then at Midnight.

The Day Guards parted to allow for Princess Luna and Fancy Pants to step toward him, both bearing a look of surprise on their face.

“Where did you come from?” his mother asked. He gestured toward the balcony then the stairs, where Sweetie Belle, Applebloom, and Scootaloo stood in surprise and she nodded in understanding and smiled.

Fancy Pants walked over to Princess Celestia and rested a hoof on her neck, then turned to look at the ponies assembled. His horn glowed softly, and his throat did the same.

“I do declare,” he shouted, his voice amplified to allow all in the room and in the surrounding area to hear, “that Princess Luna has won this Gala's skirmish, by help of Prince Midnight Star!”

The applause started slowly, with a few ponies in the back of the room, but grew quickly as everypony, guests, Night Guard, and Day Guard, stomped the ground. Princess Luna looked at Midnight and smiled even wider, then her horn glowed with dark blue magic and exploded outward. Midnight watched as each pony that had been stunned stirred and awoke, rising on shaking hooves. He turned to look at Princess Celestia as she shook her head and adjusting into a sitting position on the floor. Her eyes twinkled as she looked at him and she smiled.

“Well done, Luna,” she said, turning to look at Princess Luna, “and what an interesting surprise to have Midnight strike right at me. The skirmish would have gone on longer if he hadn't taken the initiative and slipped under my Guard. The win is both yours and his. Congratulations!”

Princess Luna nuzzled Midnight on the side of the neck and he smiled, nuzzling her back. Then she looked at Princess Celestia.

“You know the stakes,” she said, and Celestia nodded.

“The losing battalion,” she said, turning to one of her Guard, “will take over the 312th battalion's watch for the next week.”

Princess Luna looked at Shimmer Scales, who stepped up next to her and was smiling at Midnight. “That means,” she said, “your battalion has a week of mandatory vacation, starting tomorrow night.” Shimmer Scales nodded and saluted.

Well done, your highness. A bold move, attacking Princess Celestia directly, but one that won us the skirmish. she smiled at Midnight. He smiled back, but it was broken by a yawn. He raised a hoof to his mouth and blushed in embarrassment. Shimmer Scales smiled, then turned to Princess Luna.

“I believe,” she said, “that tonight's excitement has tired Prince Midnight out. With your permission I would like to escort him to your chambers and tuck him in.” Princess Luna nodded and Shimmer levitated Midnight onto her back, then turned and left the room. Midnight glanced around at the sound of metal and saw that many of the guests were passing bags to one another.

Bits, Shimmer stated, guests like to gamble on which princess will win at each Gala.

Two Night Guards flanked them as they left the area, then they proceeded through the castle until they arrived at the familiar moon emblazoned doors. They pushed open the doors and Shimmer strode in, levitating Midnight off her back and resting him on the bed. He yawned again as she pulled the covers up to his neck, then she brushed his mane out of his eyes as he snuggled down into the warmth. She leaned down and gave him a kiss on the forehead and he smiled, remembering how his mother would do that before she went off to Night Court. She stood back up and smiled down at him, then she and the two Guards strode out of the room, closing the doors behind them.

She gestured for the two Guards to take up position on either side of the doors, then she left them and headed back to the barracks. She didn't need to tell the rest of her battalion, that was the great thing about being a Changeling. Instant communication, that's what had helped win the skirmish. It was something that even the most battle trained Day Guards didn't have. They could read each other's body language, but only her battalion, only the 312th battalion could be in the middle of a battle surrounded by each other with their weapons swinging like a savage tornado and not hit anyling. Their blades would come within millimeters of each other's coat, but they would never hit them.

No, she was heading back to the barracks to pack for a week. She could feel a great source of love coming closer, and she knew that whatever would happen tomorrow would help shape her future, Midnight's future, and even the future of the entire Changeling Empire.

Chapter 4: Friends and comrades

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The next morning Midnight awoke feeling fuzzy. He felt like he'd had too much sugar before he went to bed and, as he sat up, his head felt light, almost airy. He looked around and found the room empty. Not surprising, as he looked toward the window and saw that it was still early morning. The sky outside was dark blue, but brightening as he watched it. He yawned as the first sliver of the sun peeked over the mountains and shed it's warming light into the valley below Canterlot Castle.

He felt something in the back of his mind giving off a faint buzz, but with his head the way that it was, he found it hard to fully focus. He tried to focus on the buzz, feeling it as a telepathic message, but he could only catch snippets of the message.

“Princess Cadence.......last night..........Midnight away.......”

He eventually gave up, as his head wasn't making it easy for him, and he tossed the covers off him and climbed out of bed. He stood there on the cold, stone floor for a few seconds, then strode forward toward the door, his feet feeling lighter than he remembered them. He gave a short hiccup, then reached inside to grasp some magic. As he did, he brushed by his Emotion Font.

His eyes went wide and everything fell into focus around him. He reached out and headed for his Emotion Font again. Perhaps there had been a mistake, but no. As he reached his font, he inwardly gasped at the sheer size of it. His font was several times larger than when he'd last checked it. He estimated that the amount of emotions that he had in there was enough to level the entirety of the castle, and much of the outlying area.

He stretched his mind outward, searching for something to explain the large amount of emotion, when he came across something, or somepony, that emitted emotions like a lighthouse. Whoever it was was brimming with the sweet feel of love, washing over him like a tidal wave. He didn't even notice when somepony stepped into the room, so engrossed as he was in watching the emotion-emitting pony stride through the castle.

Midnight jumped and gave a yelp when he felt a hoof tap him on his shoulder, snapping him back to the room, and he looked up to see his mother looking down at him with a smile on her face.

“Great news!” she said, “I have been informed that Princess Cadence had arrived at the castle late last night. I was unable to meet her, as I had Night Court at that time, but she has asked that both Tia and I have breakfast with her out in the gardens. When I mentioned that I had to wake you up, she also invited you.”

Midnight smiled at his mother, then followed her out of the castle and into the gardens where he'd met Fluttershy the day before. There, set up underneath a gazebo, was a low table and three cushions, with a fourth next to the cushion bearing his mother's cutie mark. Two Alicorns were already at the table one, Midnight saw, was Princess Celestia, while the other was one he was not familiar with.

Her coat was pink, while her mane was an equal mix of purple, pink, and cream. Her wings were a pink color, but slid to purple at the edges. She bore a small crown behind her horn and she smiled as Princess Luna and Midnight moved toward them, the birds whistling in the morning air.

“Princess Luna!” the Alicorn said, standing up and bowing slightly to his mother. Midnight saw that her cutie mark was a crystal heart with cream swirls around it and, as she moved closer to them, he felt that she was the pony emitting all the emotions.

“Princess Cadence,” his mother replied, smiling at Cadence, then she gestured to Midnight, “may I introduce my student, Midnight Star.”

“Good morning, Princess Cadence,” Midnight said, bowing slightly before taking a place next to his mother.

Princess Cadence smiled at him. “How proper,” she said, looking at Princess Luna, “you've taught him well. How old is he? I haven't seen him around in the times that I've visited the castle.”

“He's almost six,” Princess Luna replied, “and I keep him mainly in my room. It allows for better watching of him when I'm busy with my duties.”

Princess Celestia spoke up as several maids moved through the gardens, carrying platters of sandwiches and a pitcher of lemonade. “Now then,” she said as the maids placed the food on the table, “shall we eat?”

Midnight nodded quickly, feeling the pains of hunger. He found them duller than usual after waking up, but didn't think much more about them as a sandwich was placed in front of him, accompanied by a glass of lemonade. He smiled at his mother as she rested the food in front of him, her aura vanishing from the objects.

He levitated the sandwich to his mouth and took a bite, smiling at the tastes that washed over his tongue. He quickly ate that bite, then took another, before chewing and taking a long drink from his lemonade.

“So,” Princess Celestia turned to Princess Cadence, “how is the Crystal Empire holding up?”

“Well,” Princess Cadence wiped her mouth with a napkins before continuing, “the Crystal Empire is doing well. We've had some good luck with our army. They're still small, but Shining Armor is working the ones we've got into shape. We'll need all the help we can get if I'm going to hunt down every Changeling in the Empire.” The sudden sharpness of her tone made Midnight look up in shock at her. Princess Celestia raised an eyebrow.

“And why are you spending resources hunting down an elusive race?” Princess Celestia asked.

“Because,” Princess Cadence slammed a hoof down on the table, “they ruined my wedding! I'm not going to let them ruin anypony's life again!”

“Perhaps they had another reason to invade Canterlot?” asked Princess Luna.

“And what other reason is there!?” shouted Princess Cadence, “all they do is take the form of somepony you love and feed off your love for them! All they do is take love to feed their selfish desires! They're nothing but parasites, feeding and growing! I'm spending my time eradicating this filth from Equestria!”

The waves of anger that pulsed off the Princess caused Midnight to huddle closer to his mother, where he felt the cooling calm radiate from her, soothing his fears. He leaned in closer, pulling on the calm and letting it soothe him. He levitated his sandwich toward him to take another bite.

A spike of anger pierced his concentration, causing him to drop the sandwich. He glanced at Princess Cadence and sat there in shock. There, unbridled, anger radiated from her face at him. Her eyes glared daggers of flame, and he tried to look away.

“You,” she said, her voice calm but full of anger, “you would let one of them into Canterlot!” Before Midnight could react her horn glowed and a large ax, almost as long as she was, appeared from thin air. She swung it downward, aiming for his head, and all he could do was sit there in shock. A split second before it hit him he squeezed his eyes shut and he heard the shattering of glass and the thud of something heavy hitting the ground in front of him.

“Cadence!” roared Princess Luna and Midnight opened his eyes to see the ax embedded into the ground an inch from where he sat and a bubble of dark blue magic surrounding him, “how dare you attack my student!”

“He's a Changeling!” Princess Cadence shouted, yanking the magic ax from the ground and sending a shower of dirt down on Midnight, “and you both are obviously under his spell!” She glared at both Princesses, then turned her attention back to Midnight who was protected by Luna's shield.

Midnight's mind was running at several miles a second. He was worried about his mother and Princess Celestia, but he felt something well up within him as he watched the furious Alicorn that glared at him from across the table that now lay in half. It made him cold and his joints didn't move as fast as he wanted them. A part of his mind pulled on some of his magic.

I need to save mother, he thought, his mind scrambling for options. He finally decided on one and he gathered more magic. He swallowed as he stared back at Princess Cadence, then threw out his magic.

To both Cadence's and Luna's surprise, they heard a pop from behind Luna and they stared at where Midnight had been just a second ago. Cadence quickly scanned the surrounding area and caught sight of Midnight running from the garden. Before Luna could react, Cadence had spread her wings and leaped into the air, following Midnight.

Midnight glanced behind him and he smiled, seeing the mad Princess chasing him. At least it would give mother some chance to get away, he thought, but his smile was wiped off his face as his hooves fell out from underneath him. He tripped and his muzzle greeted the ground, shoving clumps of dirt into his nose. He stood up and shook his head, blowing out the dirt, when he heard the whistle of a blade barely missing his ears. He stared up at the Alicorn that smiled sinisterly down at him.

Cadence swung the ax down again and Midnight pulled on as much magic as he could get in the second as she swung. A shower of magic exploded around them and Midnight was thrown backward, his horn singed slightly on the tip. Cadence recovered with a shake of her head, then flapped higher, before dropping from the sky with her ax above her head. She swung and Midnight closed his eyes, not wanting to see the satisfaction on the angry Princess' face.

“Midnight!” he heard his mother's voice cry out and he felt something grab hold of him.

The next thing he heard was silence. He slowly opened one eye, then the other when he saw that he was alone. He glanced around and saw nothing but gray. He stood up, feeling packed dirt under his hooves. He looked down in surprise. He had been in the gardens, where he'd been standing on grass, but now he stood on what felt like a road.

“Mother?” he shouted, his voice rebounding on him quickly. Wherever he was, he'd never been here before.

“Mother!” he shouted, more urgently. He took a step, then another, then another, until he was running down the road. He gasped and tried to stop as his hooves went from packed dirt to wooden planks. He heard below him the sounds of a river gently flowing, and he moved to one side to find a short fence. He looked over it and saw reeds and grass below him, merely a few hooves away from him. He looked back and walked off the bridge, heading away from the river. He followed the road and shortly came to a home. He heard the sounds of several animals within and he gave the door, which was divided into two parts, a hard knock.

His ears perked up as he heard a soft squeak from behind the door, then the sound of a lock opening. He watched the top part of the door crack open and a single, blue eye looked out. Something squeaked inside, then the door closed before being flung open.

Midnight Star shook his head to clear his eyes as he gasped, seeing Fluttershy standing in front of him, worry on her face.

“Oh goodness,” she said, looking around, “I'm so glad you found me. Princess Luna would not have been happy if you'd gotten lost in this fog.” She moved aside, pushing open the door wider and gesturing for him to come inside.

Midnight stepped inside and gasped at the number of animals within the room. There were squirrels, birds of every kind, and even a bear. Fluttershy moved through the room, animals moving unbidden out of her way as she walked, though Midnight noticed a white bunny that sat on her back, gibbering away at the various animals. He moved through the room with much less grace and agility than Fluttershy until he stood in the middle, next to a table where a scroll bearing his mother's silver moon sat unrolled. He paused to glance at it, but was interrupted by Fluttershy as she came back into the room from what looked like a kitchen. She bore a plate of daisy sandwiches on her back and the white bunny hopped off her with a sandwich in its paws and darted through the room before climbing up the table and pawing the sandwich to Midnight.

He blinked in surprise, then smiled at the bunny and wrapped the sandwich in his magic. He levitated it closer to him before taking a bite out of it. He watched Fluttershy move through the room, feeding the different animals, with the white bunny helping out. He took another bite of his sandwich, then noticed a pair of dice roll into the room, then stop next to the table.

“Oh Discord,” Fluttershy stated, glancing at the dice, “let's not have any of your antics right now. We have a guest.”

“But Fluttershy,” a male voice echoed through the room and the white bunny gave a yelp then dove into Fluttershy's mane, “it's always time for some of my antics.”

Midnight looked down at the pair of dice, then gasped as they began rolling up the table leg and onto the top where they stopped in the center. Then they bounced around until they landed with the 1 face toward him. Except where the black dot should be on each die was a single red and yellow eye. They blinked as Midnight watched them, then vanished in a puff of pink smoke.

When the smoke cleared, a long, snake-like creature with mismatched parts stood on the table. He held a inside-out yellow umbrella and had a pair of sunglasses on his nose.

“Now come now, Fluttershy,” he said, looking at her as she moved around the room, “I need to get ready for the storm of chaos that's about to cover Ponyville. It sure wouldn't be nice to be caught unaware, now would it?”

Fluttershy froze, then looked at Discord. “What do you mean, 'storm of chaos'?” she asked him.

“Why, a storm of chaos that won't be of my making,” he said, “and when I say 'storm of chaos', what I really mean to say is 'a storm that will throw all you know into chaos'.” He twirled the umbrella over his head, then let it slip out of his claw.

It dropped down onto Midnight's head, but before landing it vanished in another puff of pink smoke and was replaced with green and black ribbons of paper that draped all over him. He looked up at Discord and raised an eyebrow.

“Oh my,” Discord said, looking down at Midnight, “how interesting. I never would have thought that dear Princess Lulu would have taken a Changeling as a student.” He leaned down and picked up the scroll, then proceeded to read it. He gave a hearty laugh as he finished it, letting it fall from his claws to rest on the table. “And now Princess Heartbutt has discovered the secret!” He fell off the table clutching his sides, except he simply floated in midair, lazily turning in the air.

Fluttershy gave a gasp of surprise. “Oh Discord,” she said, “don't tell anypony! Especially not Twilight! You know how she
reacted when Changelings tried to ruin her brother's wedding!”

“Oh Fluttershy,” Discord said, waving a claw, “you don't have to worry about me. For the sake of our friendship I'll keep this secret safe. By the way,” he asked, looking out the window and at the sun, “shouldn't our little friend be in school?”

Fluttershy gave a squeak of surprise and looked at the clock. “Oh my!” she said, turning to the white bunny on her back, “I'm sorry Angel, but could you please finish up feeding the rest of the animals? I've got to get Midnight to school! I don't want him to lose out on his education because of me!”

Discord waved a claw again. “Don't worry, Fluttershy,” he said, picking Midnight up and holding him to his chest, “I'll make sure our little Changeling friend here makes it to school alright. You just stay here and tend your animals.”

Fluttershy looked up at him, then said, “are you sure?”

“Oh of course!” he replied, “how hard is it to walk across town to the schoolhouse? We can't get into any trouble!”

Fluttershy nodded. “Alright then,” she said, turning back to the room's occupants who were all trying to get at the food she'd pulled from one corner.

Discord waltzed (literally he picked up Midnight and waltzed, Fluttershy smiling and giggling at the sight) over to the door and pulled it open, then walked out and closed it behind him. He glanced around at the thick fog that hung over the town, then snapped his fingers and Midnight found himself and Discord standing on top of the fog bank. Another snap of his fingers and Discord and Midnight both bore ice skates on their hooves, or feet in Discord's case. Midnight stumbled as he tried to get his balance after losing it so suddenly. He stumbled along for several minutes before he fluttered his wings, giving him a chance to stand up straight. He then focused all his attention on not moving a muscle while his wings pushed him forward, on top of the fog.

He glanced around, trying to see Discord, and finally saw him skating sideways through the air. Discord did a circle around him , causing him to shake his head at the amount of entropy occurring around him. Then a thought came to him and he reached out a hoof to grab the skating Draconequus. He managed to grab a hold of Discord's lion paw, but that was about it as it popped off and the rest of Discord kept skating around.

“Discord!” Midnight cried, getting Discord's attention and causing him to shrink down to the size of an apple then start skating on Midnight's wings.

“Yes, my Changeling friend?” Discord asked.

“How old are you?” Midnight asked, looking straight ahead and trying not to fall over.

“Me?” though Midnight couldn't turn his head to see Discord, he suspected that the God of Chaos had a surprised look on his face, “why, I'm several thousand years old.”

“Older than Princess Celestia?” Midnight asked and Discord gave a chuckle.

“Why of course!” he said, skating up and over Midnight's head until he stopped on his muzzle, “I'm much older than anypony alive! I was created before Celestia was a twinkle in her several times great-grandmother's eye.”

“Created?” Midnight raised an eyebrow.

“Of course,” Discord replied, “you don't happen to know of any other Draconequus around here, do you?”

Midnight thought for a second. Out of all the places he'd been to, he'd never seen a creature like Discord. “No,” he said, shaking his head, “I don't. But who created you? Surely you know?”

Discord's face grew angry for a second. “I know,” he said, his voice serious, “and he's looking for us again.” He sat down on Midnight's nose and crossed his legs. “He is the one responsible for my creation, as well as the shattering of Unity. When he broke the Shard, I was born. Alone, scared, and wielding more power than every Unicorn alive today, I had to find a way to fit in. I struggled, but to no avail. Then I chose to feed the natural chaos of this world, adding my own. Years later, after Celestia and Luna found the pieces of Unity and called them Harmony, I was imprisoned in stone to stop the chaos.”

Midnight had stopped skating as he listened to Discord's tale. He felt sadness and worry flow from the small Draconequus and a grin grew on his face. He flicked his head upward, sending Discord flying into the air, yelping in surprise. Midnight spread his wings and, thrusting them downward, he took off into the sky before turning around and snatching Discord in a large hug. He laughed as he carried the small God toward a red, pointed roof that was jutting above the fog. It bore a large, brass bell in the center of the tower and a weather vane on top of the point.

He landed on top of the weather vane, standing on two hooves as he let Discord go and watched as he drifted away for a few feet. Discord stared at the laughing Changeling Prince for a second, then shook his head and dived down into the fog. Midnight gave a chuckle, then leaped off the weather vane and dipped below the fog, his only trace a small ripple in the surface.

Midnight kicked his legs behind him, swimming through the fog like murky water. He saw a large, dark gray shape stand out from the ever-present light gray background and he tilted his wings to guide him around it. He rose up through the fog and erupted from the surface, flapping his wings to stay aloft. He glanced around and saw Discord laughing riotously.

“That,” Discord said amidst his laughter, “was the craziest thing I've seen anypony do!”

“Well,” Midnight said, smiling, “I've never had the chance to swim through fog before.”

Discord chuckled, then looked at Midnight. “Well, I've never had anypony trust me so readily,” he said.

It was about that time that the bell rang and Discord and Midnight heard the door to the schoolhouse open and the thundering of dozens of hooves on the wooden floor. Midnight hurriedly stepped out of the way and Discord leaped into the air to avoid the dozen ponies running out of the schoolhouse.

“Oh man! The fog hasn't gone away yet?” a familiar voice said from the doorway. Midnight pushed through the fog until he arrived at the steps of the building. He caught sight of a familiar, orange coat and purple mane as Scootaloo flapped her wings hard as she tried to clear out some of the fog.

Midnight heard Discord snicker above him, then the snap of fingers and the fog vanished in an instant. He blinked in the sudden brightness of the day, covering his eyes with a wing.

“Midnight!” Sweetie Belle's voice cried and he moved his wing to see the Cutie Mark Crusaders standing on the porch to the schoolhouse.

“Applebloom! Sweetie Belle! Scootaloo!” he cried, rushing forward and hugging each of them. He felt the familiar wisps of love flow off each one as they slowly hugged him back. He pulled away and smiled at them, each one bearing a blush on her cheeks.

“When did you get here?” Sweetie Belle asked, “we just saw you yesterday!”

“I got here just this morning,” Midnight said, sorrow showing on his face, “it was under less than agreeable circumstances.” The Cutie Mark Crusaders glanced at each other, then back at Midnight. They decided not to press the subject, but changed topics.

“Hey!” Applebloom piped up, smiling, “since you're in Ponyville, how about comin' to the clubhouse? We could make you an official Cutie Mark Crusader!”

Midnight smiled as he saw the smiles of the three mares in front of him. Then Discord gave a cough and landed next to Midnight. He was watching the pathway up to the school and he smiled. Midnight and the Cutie Mark Crusaders turned to see three foals, a colt and two fillies, walking toward the school.

The colt was a blue coated Pegasus with dark brown hair and walking a few hooves ahead of the other two, while the fillies were laughing together. One, an Earth Pony, had a butter yellow coat with puffy, pink mane. She was giggling at a joke that the other filly had told. The second filly, a Unicorn, had a silver coat, with a spiky, black mane with a strip of dark blue down the middle.

Midnight watched as the three foals drew closer, eventually stopping in front of the schoolhouse as they caught sight of Discord, Midnight and the three Crusaders. The butter yellow filly shrank behind the silver filly while the Pegasus smirked at Midnight, then he stepped around the group, the fillies following him as he moved into the schoolhouse.

Midnight glanced at the Crusaders, then at Discord who shrugged and smiled. He walked into the schoolhouse and into one of the few classrooms inside. He stopped just inside the door as a fuchsia coated mare with a light pink mane looked up from her notes to smile at him. He noted that the three foals that he'd seen outside were sitting at three of the four desks in the center of the classroom, leaving the back right desk empty.

“Ah, Ms. Cheerilee!” Discord smiled at the mare, who raised an eyebrow and frowned at the God of Chaos.

“Hello, Discord,” the mare, Ms. Cheerilee, said, her voice carrying a sliver of anger.

“Oh come now, my dear! You're still not mad about the time I turned you into a squirrel during one of your lectures now are you?” Discord asked, receiving his answer in the form of a glare that could curl milk.

Ms. Cheerilee cleared her throat, then looked back at Midnight. “We have a new student?” she asked.

“Yes, Ms. Cheerilee,” Midnight said, bowing slightly, “my name is Midnight Star. I am visiting from Canterlot for a time, until my mother comes for me again. I am staying with Lady Fluttershy for the time being.”

“Are you sure that this is the right class for him?” Ms. Cheerilee asked, glancing at Discord, “I have another class in the afternoon that might be more, um, comfortable to be in, if he's interested.”

“I assure you,” Discord said, “His Highness will be quite comfortable in this class.”

“Very well,” Ms. Cheerilee said, then she gestured to the open desk, “Midnight, you may take that seat next to Fleeting Moment.”

Midnight moved away from Discord and took his seat next to the Pegasus, Fleeting Moment, who smirked at him. The two fillies turned around and smiled at him.

“My name's Sugar Sweet,” the butter yellow filly said softly, almost too low for him to hear.

“I'm Golden Strings,” the other filly said, smiling at Midnight, then pointed a hoof at Fleeting Moment, “and he's Fleeting Moment.” Fleeting Moment just nodded at Midnight.

“Wonderful,” Ms. Cheerilee said, “now that we all know each other, I would like to introduce a special guest. Today, as you know, we will be learning about the Changeling Empire and it's government. As I don't know too much more than the average pony, I am pleased to introduce our special guest, a queen from the Changeling Hive, Queen Shrapnel!”

The four foals turned to the door as a flash of green light shone just outside their view and a tall Changeling strode into the room. She stood half a hoof taller than Princess Luna and her chitin was clean and smooth, glistening in the light of the classroom. Her wings, almost clear as glass, scattered the light into hundreds of little rainbows as they buzzed slightly at her sides. Her horn was long and pointed, with grooves running in a screw pattern from the base to the tip. She bore two, black-gray saddlebags on her back, her mane and tail tracing neon green afterimages in Midnight's eyes as they reflected and scattered the light. Her eyes were a dark blue, almost black, as they scanned the room. They rested on Midnight for a brief second and he saw a spark of joy in those eyes before Queen Shrapnel stopped a few hooves from Ms. Cheerilee's desk and sat down on the floor, then cleared her throat.

“Changelings,” she began as her horn alighted and her saddlebags flipped open, a large, obsidian crystal levitating up to her shoulder, “are much different from Equestrians. They can sustain their bodies in two ways: one, by the traditional way of eating food, and two by tapping into their Emotion font. This is important when you know where and under what conditions the Changelings find themselves.” A jet of green magic shot from her horn and connected with the crystal, which glowed for a second then flashed. The four foals and Ms. Cheerilee gasped as the room vanished, being replaced with a massive expanse of sand and dunes. The view glided one direction for several minutes, east if the direction of the sun was anything to go by, Midnight thought, until they rose up and over a mountain range. As they crested the mountaintops the four foals gasped at the view.

There, stretched out in front of them and centered around a large, green lake, were hundred of thousands of buildings, each one shimmering in the sun's light. Midnight looked down and saw the sand blowing across the mountaintops, toward the lake. He blinked, realizing that he didn't, he couldn't feel the wind.

Only an illusion. Midnight felt familiar touch of Shimmer Scales' conscience on his and he looked around, trying to see her. He caught the slightest of looks from Queen Shrapnel as he did and he blinked in surprise. But, as he looked more intently at her, he realized that it must have been a trick of the light. He turned his attention back to the expanse of buildings before him as Her Highness continued her lesson.

“The Changeling Empire is divided up into sixteen, separate Hives, designated by a number,” she said and sixteen numbers, each one hovering over a part of the Empire before them, glowed into existence, “and ruled by a King or Queen. In turn, each King or Queen is part of the Council, the main head of the Changeling Empire. This Council seats seventeen Changelings, and is the governing body for the Empire. Each hive governs itself, making it's own decisions and maintaining it's food and water, as well as love. But if a threat extends beyond the hold of one hive, the Council becomes involved. For the sake of the Empire, each hive leader has a voice in any decision that would effect the entire Empire.”

“Um,” Sugar Sweet said, her voice quiet, “you said seventeen Changelings, but there are only sixteen hives. Who sits in the seventeenth seat?”

Queen Shrapnel smiled at her. “That's quite an interesting question. The seventeenth seat is filled by the Element of Love, or rather the Changeling that Mother has deemed as the bearer of the Element. As of right now, that seat has remained empty for the past five years.”

“But I thought there was only six Elements of Harmony,” Midnight said, his eyes curious, “and in all my studies I've never run across a seventh Element.”

“That's because Equestrians only know of six,” the Queen stated, “but Changelings are much older than many of the ponies that wrote the history books. We know of two additional Elements, the Element of Love and the Element of Tolerance. The Element of Love was used in our creation and held by our Creator. The Element of Tolerance is held by the Betrayer.”

“Wait,” Midnight turned to look at the Queen, “you mean to say that the Element of Love is held by my mother?”

“Indeed,” Queen Shrapnel stated, smiling at him, “she used the Element of Love, along with Mother, to create us.”

Sugar Sweet peered over the edge and out toward the Changeling Empire, then she turned back to the Queen. “Um, excuse me,” she said, hiding behind her puffy mane as the rest of the class looked at her, “but is this real time? I mean, is this a current map of the Empire?” The Queen nodded, and she continued, “then where is the Seventh Hive?”

The class stared down at the dark gray homes and buildings, scanning the area, until they all noticed a less populated area where the number 7 had hovered. There seemed to be only a small fraction of Changelings throughout the area.

“A good question, your Highness,” the Queen stated, “the Seventh Hive, my hive, chose the same punishment as the Creator, banishment to the moon, over submission. Though there was needed several hundred Changelings to remain in the Empire to maintain our hold on our lands.”

A bell sounded in the distance and the Queen smiled. Her horn flashed and the view from the mountain blurred and dimmed until they were surrounded by blackness, then the classroom faded into view and they found themselves sitting at their desks. Midnight looked up at the clock and saw that school was over. Ms. Cheerilee sat over in her chair, watching them and occasionally glancing at Queen Shrapnel. As they began to look around, she got up and walked around her desk.

“Thank you, your Highness,” she said, bowing to the Queen before turning back to look at the four ponies, “remember! Her Highness will be returning tomorrow to teach us more about the Changeling Empire. So I want all of you to read those books that you've been given and be ready to ask questions! Class dismissed!”

With that, the four ponies gathered up their things, placing them into their saddlebags then slinging them onto their backs, before heading out the door and into the afternoon air. Midnight hesitated for a second, staring at the Queen, who was sitting in the front of the room with her head held high. She saw him out of the corner of her eye and smiled a fanged smile at him.

“See you later, your Highness,” she said, her wings buzzing slightly.

“See you, your Highness,” Midnight replied, before heading out the door and into the school yard. He glanced around, spying Scootaloo over by a tree, surrounded by Applebloom and Sweetie Belle on either side of her. He walked over to them, noticing that the three mares were laying on the ground. He could feel sadness push out from Scootaloo, as well as empathy and comfort from Sweetie Belle and Applebloom. He came closer, the three mares unaware of his presence until he stepped on a twig, snapping it. The three mares looked up, Scootaloo with a look of fear on her face and Midnight could see the streams of tears that had leaked out her eyes.

“Oh,” Scootaloo said, her voice sad, but with a twinge of joy, “it's you, Midnight.”

“Who else would it be? And what's the matter, Scootaloo?” he asked, moving closer and placing a hoof around her shoulder. She smiled at him as peace mixed with sorrow.

“Diamond Tiara and Silver Spoon,” Sweetie Belle answered.

“Who are they?” he asked.

“They're the resident bullies for anypony that doesn't have their cutie mark,” Applebloom said, showing him her flank and blushing, “as as we don't have ours, and have been working for them for several years, we're their favorite punchin' bags.”

“That's alright, girls,” Scootaloo said, standing up and pushing the two other mares away, “it'll all be over tomorrow.” Midnight stared at her, not liking the feeling of finality that flowed from the sad mare.

“Why?” Applebloom asked, “what ya gonna do?”

“I'm going to end this,” Scootaloo said, walking away from the group, “goodbye, Sweetie Belle, Applebloom, Midnight.”

The three ponies watched as she walked away into the sunset, then they looked at each other.

“Ah'm worried,” Applebloom said, “she looked dead ta me.”

“Let's check on her in the morning,” Sweetie Belle said, “it's getting late and Rarity doesn't like me out past dark.” Midnight just nodded, then the three of them strode off in different directions, heading for their respective homes.

When Midnight got back to Fluttershy's cottage, the door opened and Shimmer Scales rushed out to meet him. She guided him inside and, seeing his weary face from worrying about Scootaloo all the way home, then helped him into a cot that had been set up in the front room. She pulled a blanket over him and kissed him on the forehead before leaving him to get some sleep.

But as he lay there, sleep would not come for several hours. He would listen to the sounds of the dozens of animals around him settle in for a night's rest and eventually he was lulled to sleep by the sound of the animals' snoring.

“Midnight.” The voice made him open his eyes and glance around. He wasn't in the front room of the cottage, but rather he stood on a stone floor, surrounded by darkness. He waited for a bit, as this was sometimes how his mother talked to him while she was away at Night Court, and soon the familiar figure of Princess Luna strode out of the darkness and stopped in front of him.

“Midnight,” Princess Luna stated, smiling at him.

“Mother!” he said, rushing forward and hugging her.

“I'm sorry about the abruptness of your departure from Canterlot, but it was necessary to save your life,” she said, nuzzling his neck with her muzzle, “Princess Cadence has been sated, though she still hunts you. She still believes that we have been tricked by your magic and that you have the true Midnight hidden away somewhere.”

“Mother,” Princess Luna stared down at Midnight, shocked by the urgency in his voice, “I need your help with one of my friends. Her name is Scootaloo and I think something might happen to her tonight.”

“Scootaloo?” she asked, “yes, I am familiar with the mare. I assisted her in overcoming her fears.”

“Good,” Midnight replied, “then you know a bit about her.” He proceeded to tell her everything about what had happened today with his three friends, as well as his concerns about Scootaloo. When he was done, Princess Luna sat back and thought for a second. Then she rose and started to walk away into the darkness.

“Let me check on her,” she said and Midnight waited in the darkness as his mother was swallowed up by the darkness. She came back after, what Midnight could figure, fifteen minutes wearing a serious look on her face. “I can not sense her. She must not be asleep.”

Midnight felt his sense of urgency rise and he rose to his hooves. “Thank you, mother,” he said, turning and rushing off into the darkness.

He awoke in his cot and he glanced around. The room was lit by the soft light of the moon and he saw that many of the animals were sleeping. He tossed off his covers and rushed to the door. If Scootaloo wasn't sleeping, then she was awake, or worse! He flung open the door and ran out into the chilly night air, the full moon shedding light on his surroundings.

He tried to sense where Scootaloo was by looking for large feelings of sadness, but his urgency overwhelmed him. He gave up after only a few seconds and ran toward Carousel Boutique. He pounded on the door with his hooves.

“Sweetie Belle! Sweetie Belle!!” he shouted and a light came on in one of the bedrooms.

“Hold on, I'm coming!” an irritated voice came from beyond the door. It was too high for it to be Sweetie Belle's but at this point, Midnight didn't care who he talked to. The door swung open and Rarity stood there wearing a nightgown and looking slightly put out.

“Midnight Star, what are you doing here?” she asked, but he pushed his way into the room beyond with a quick “I need to talk to Sweetie Belle!” as he raced up the first set of stairs he found. He barely had placed a hoof on the lowest stair before he was hoisted into the air by a light blue aura of magic. He turned around to see Rarity's horn glowing with the same color and she looked at him with an unbelieving look on her face.

“Goodness, darling, didn't Princess Luna teach you not to rush into a home without being invited?” she asked as he struggled to break free of the magic.

“She did,” he grunted, “but right now etiquette is less important than a friend!”

Rarity blinked in surprise, then released him and raced after him up the stairs. “If you need Sweetie Belle's help with a friend, then her room is the second one on the left,” she replied. She pushed open the correct door and flipped on the lights before Midnight could touch the doorhandle. A groan came from inside as Sweetie Belle rolled over to avoid the sudden light, but Midnight didn't give her any time to recover before he jumped onto the bed and stood with his hooves on either side of her curled body.

“Sweetie Belle!” he shouted at her, causing her to roll over in surprise. The resulting maneuver caused her muzzle to come within an inch of his own and Rarity gasped, then chuckled slyly. Sweetie Belle glanced over at her and gave her a stern look before returning her attention to the colt standing above her in her bed.

“Midnight?” she said, blush rising to her cheeks.

“Quick!” he said, launching off the bed and heading toward the door, “it's about Scootaloo!”

“Scootaloo!?” she asked in surprise before rolling out of bed and onto the floor where she stood up and raced after him. “What's happening?”

“I don't know,” he said as he ran down the stairs, “all I know is that she isn't sleeping and that means she could be-” he stopped when Sweetie Belle placed a hoof over his mouth, then turned to look at Rarity.

“Rarity, can you go to Sweet Apple Acres and wake Applebloom?” she asked, “then run to Twilight's and see if she can use a locating spell to find Scootaloo?”

Rarity froze in the doorway, her hooves still on the staircase. “Why, yes,” she said, a bit taken aback by Sweetie Belle's commands, “I don't think that should be a problem. Anything for Scootaloo.”

Midnight and Sweetie Belle nodded their thanks, then ran out the door. Sweetie Belle ran right while he ran left, splitting up to search the entire town.

“Scootaloo!” he shouted, running through the streets. His shouting woke up several ponies and lights appeared in many of the homes along the streets. He could hear Sweetie Belle shouting Scootaloo's name as she searched as well. He hoped that Rarity would find Applebloom and the rest of the Elements of Harmony before something horrible happened to Scootaloo.

Your Highness! Shimmer Scales' conscience touched his and he sent a telepathic smile back at her.

I'm looking for Scootaloo! Can you help? He replied.

We've already tracked her to the Ponyville Cemetery, she responded.

Then why didn't you let me know sooner!? He complained, if something happens-!

She's fine, for now. But you will want to hurry, she replied soothingly, it doesn't look good.

Midnight sent a thanks, then pounded toward the cemetery as fast as his hooves could carry him. He saw the wrought iron gate rise out of the darkness and he growled at the obstacle. Not having time to push them open, he pulled on his magic and sent a blast of it at the gates, blowing them open and making them ring as they slammed into the fences on either side. He ran down rows of graves, searching and shouting Scootaloo's name.

He finally spied her, sitting on the ground in front of a single grave. Before he could come within several dozen hoofs of her, he was bowled over by a massive wave of emotion. Sorrow, fear, joy, pain, and finality slammed into him and he gasped at the crushing weight of them all. He rolled over and started to crawl toward the defeated mare.

“Scootaloo!” he croaked, his voice barely making a sound underneath all the emotions.

A glint of metal shimmered in the moonlight and he froze for a second before redoubling his efforts to reach his friend. As he got closer, he saw that Scootaloo held a long bladed knife in her hoof, suspending it above her chest.

“No, Scootaloo!” he cried, helplessness flooding his senses.

He was barely able to hear her whisper, “I'll see you soon, dad,” before the flash of metal and the sickening thud made him freeze in place as if his entire body had been encased in ice. He watched in slow motion as the orange mare, one of his first friends, fell backward, then blade handle protruding from her chest.

“No, no no no nonononono!” he screamed at the top of his lungs before forcing himself off the ground and pushed through the emotions impeding his way. He finally reached the fallen mare and he reached out his hooves, shaking. He placed them on her chest and he winced as warm liquid flowed from around the knife. He could still feel her breathing, but it slowed with every breath she took. He looked at her face to see a vacant and empty look in her eyes and he could hear the ragged breath ebb and flow out of her slightly open mouth.

“No, Scootaloo! SCOOTALOO!” he shouted at the top of his lungs, tears running down his cheeks and splashing onto her chest to mix with her blood. “I won't let you die! I won't let one of my first friends die!” he shouted, reaching far inside him and pulling on every ounce of magic he had within his Emotion font. He thrust it outward and down his legs, into the weakening mare. She glowed slightly with green energy as his magic crackled over her coat and into her wound. He pushed more and more magic into her, draining his Emotion Font before moving onto his Elemental one. He felt this one drain much faster than his other, but he didn't care. He would give everything, even his own life, to ensure that she lived.

Generosity. A voice whispered in his head as he struggled with the last bits of magic he had.

“Come on, Scootaloo!” he cried, “you're not dying on me!”

He heard the sound of somepony land behind him and rush forward. He glanced up to see the cerulean coat and rainbow mane of Rainbow Dash flash past him. She took one look at Scootaloo, then picked her up in her forehooves and launched into the sky, then turned and shot off toward the hospital as fast as her wings could carry her and her precious cargo.

Midnight turned and flared his wings, leaping into the sky and following Rainbow. “Please be okay, Scootaloo,” he said, his wings flapping as hard as he could as he raced toward the hospital.

Chapter 5: The Revelation and the Creation

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Midnight landed outside Ponyville's hospital in time to see Rainbow rush inside with Scootaloo in her forehooves. He stopped just before running into her as a couple of doctors rushed in with a gurney. They took Scootaloo from Rainbow, then spun and raced through a set of double doors, leaving both ponies to collapse on the waiting room chairs. Midnight had barely slumped into a chair when the doors to the outside burst open and Applebloom, Sweetie Belle, Rarity, and Applejack barreled into the room. Each mare had a look of worry on their face and Applebloom and Sweetie Belle rushed over to Midnight.

“Did ya find 'er?” Applebloom asked.

Midnight, too tired from burning through his magic stores, simply nodded.

“What happened? Is she alright?” Sweetie Belle asked. Midnight's pause was answer enough and the two mares' faces fell.

“Girls,” Rarity said softly, moving forward, “perhaps you should get some-”

“No!” Sweetie Belle burst out, “if Scootaloo is hurt, then as her friends, we're not leaving until we're sure she'll be alright!”

“That's righ'! We ain't leavin' her side!” Applebloom replied, standing firmly next to Sweetie Belle. Applejack and Rarity looked at each other, then Applejack sighed.

“Fine,” she said, “but we're stayin' with ya'll.” The two sisters each took a seat, settling in as they began to wait.

The atmosphere in the room rose with each passing minute as the nearby clock on the wall ticked away the seconds. Midnight, Sweetie Belle, and Applebloom kept looking at each other, worry growing on their faces, then at the clock. Finally, after waiting for about thirty minutes, a doctor walked through the double doors and headed toward Rainbow. Her head shot up as she noticed the doctor, hope showing on her face.

“I don't know how this happened, but she's just had a miracle,” he said, “the blade punctured a lung and sliced through an artery, but somehow she's still living. She's lost a lot of blood and we're going to keep her here for a few days.”

The ponies in the room all sighed with relief and smiles appeared on each face, but vanished as the doctor turned to Rainbow with a serious look on his face.

“There is something else we've found,” he said, “something that will affect her entire life.”

Rainbow stared at the stallion. “What?” she asked, her breath catching in her throat.

“It's about her wings,” the doctor said, glancing at each pony in the room, “do you want to speak privately?” Rainbow shook her head.

“Whatever needs to be said,” she said, standing up and gesturing to the rest of them, “can be said in front of my friends.”

Midnight's heart leaped a bit. He'd made another friend, and the Element of Loyalty at that.

“Very well,” the doctor nodded, “the patient-”

“Scootaloo,” interrupted Sweetie Belle.

“-Scootaloo,” the doctor corrected, “she has what is called Deteriorating Muscle Disease.”

“Speak Equis, doc,” Rainbow retorted.

“It means,” he said, a bit put off, “that the muscles that control her wings are slowly being broken down by her body. She can still use her wings for propulsion, but we estimate that in a few years, maybe five at most, her wing muscles won't even exist. At that point, we would advise surgery to remove them.”

The shock slammed into Rainbow, forcing her to sit down. She missed the chair and so sunk onto the floor.

“Scoot?” she whispered, tears brimming in her eyes, “won't be able to fly?”

“Is there anythin' we can do?” Applebloom asked, “anythin' ya'll can do?”

The doctor shook his head and tears streamed from Sweetie Belle's eyes.

“How is this possible?” Rarity asked.

“We suspect that she was born with this disease,” he replied, “but didn't become active for some time. Had we caught it in time we could have prevented this. When was the last time she had a checkup?”

Rainbow shook her head. “her parents died a long time ago,” she said, drawing a gasp from everypony else.

“That's why she said what she did,” whispered Midnight. Rainbow looked over at him.

“What do you mean?” she asked, “what did she say?”

“'I'll see you soon, Dad,'” he repeated, “she was sitting in front of a grave when she said it.”

The group stared at him, shock on their faces, for a few minutes. The thought that Diamond Tiara had bullied Scootaloo into almost committing suicide was horrific to the five mares, and anger flashed on both Sweetie Belle's and Applebloom's faces.

Finally Sweetie Belle yawned, drawing Rarity's attention.

“That's it, young mare,” she said, standing up and levitating Sweetie Belle in her magic, “you're going to bed. You've been woken up, had a horrible ordeal, and now you can barely keep your eyes open.”

“Ssnot true,” Sweetie Belle muttered, trying but failing to stifle another yawn.

Applebloom yawned, trying to hide it behind a hoof, but Applejack saw it and smiled.

“Come on, little Apple,” she said, tossing her younger sister onto her back, “let's git ya home.”

“But, Scoot,” Applebloom complained, trying to get off Applejack's back.

“Don't worry, kid!” Rainbow said, trying to sound happy, but the thought of Scootaloo in one of the hospital rooms, teetering on the verge of death, dampened her spirits, “I'll stay here and keep an eye on her. If anything happens, I'll let you know.”

“Thanks, Rainbow,” Applejack said, walking slowly out the door.

Midnight watched the two mares go, following Rarity and Sweetie Belle out the door, then looked at Rainbow. “You don't mind if I stay here with you?” he asked, receiving a shake of her head.

“Nah, anypony that helped me save Scoot's life is welcome to stay,” she said, “just don't blame me if you're tired in the morning.”

Midnight nodded his thanks, then sat down in a chair next to her and waited. He could feel apprehension flowing from the mare next to him, as well as fear and sorrow, mixed with anger. And there was something else, hesitation? What would the Element of Loyalty hesitate about?

“What's on your mind?” he asked, making Rainbow jump and yelp in surprise.

“M-me?” she asked, looking at him, “n-nothing!”

Midnight raised an eyebrow. “I may not be the Element of Honesty,” he said, “but I can still tell when somepony is lying.”

Rainbow rubbed the back of her head with a hoof and chuckled nervously. Finally she said, “you can tell if I'm lying?” She received a nod. “Well,” she continued, “I've been thinking, and tonight's events have straightened some things out, about adopting Scootaloo.”

Midnight smiled up at her. “Why the hesitation?” he asked.

Rainbow just sighed. “Because the Wonderbolts won't let anypony into their teams that could be distracted. And me adopting Scoot would probably qualify as a distraction,” she said, hanging her head.

Midnight nodded in understanding. He turned back to staring into space as the familiar ticking of the clock echoed through his mind, lulling him into a deep sleep as the night's events caught up to him.

----------*----------*----------*----------

Midnight awoke to the chirping of birds outside his window. He rolled over and tried to bury his ears in his pillow.

“Five more minutes,” he muttered, “tell Celestia to turn off the sun.”

“Sorry kid,” a voice answered back, “I can't really do that.”

Midnight bolted upright and stared at the mare that he'd been using as a pillow, a small pile of drool on one of Rainbow's legs.

“I'm sorry!” he said, raising his hooves and trying to wipe away the drool.

“Don't worry about it, kid,” Rainbow said, grabbing his hooves, “besides, I think you might have bigger things to worry about than a bit of drool.” She raised his hooves so that he could see them.

Midnight swallowed as the strange, but familiar gray hooves hung in front of his face. He stared up at Rainbow in shock and horror. He glanced around and saw that nopony else was in the room, then back up at Rainbow. Fear clutched his heart as he watched her study him for a few minutes.

“So,” she finally said, making him jump, “When did you become a Changeling? Or are you hiding Midnight Star somewhere?”

“Uh,” he said, his mouth dry and his lungs gasping for air.

“Well,” Rainbow sighed, rubbing his mane with a hoof, “it doesn't matter. Any Changeling that's willing to save Scootaloo can't be all bad, right?”

Midnight could only nod slowly.

“So,” Rainbow fidgeted on her seat, “you feed on love, right?”

Midnight opened his mouth to speak, but only a squeak came out. Rainbow chuckled, then stood up and walked over to the water fountain. She filled two cups with water and, returning to her seat, handed one to Midnight. He took it gratefully in his gray hooves, then raised it to his lips and gulped down the cool, sweet liquid. Once he had finished his cup, he set it aside on a nearby table.

“Actually,” he said, “we can feed on any emotion. It's just positive emotions are the best for us.”

Rainbow nodded, then blushed as she looked around. Seeing nopony in sight, even the desk clerk was gone for the night, she turned and placed her hooves on either side of his face, raising it up so that she could look into his eyes. She moved her face closer and Midnight could see his eyes reflected in her pupils. Then she did something that he'd never expected her to do in a hundred years.

She reached her hooves around and wrapped him in a hug. Stunned, he didn't know how to react, and so he just sunk into the hug. As he sat there, he felt feelings flow from the mare. Loyalty to Scootaloo, admiration for him saving her, joy that Scootaloo was still alive, hope that she would make it, and gratitude that they had found Scootaloo in time. Midnight pulled slightly on them, filling his font. They sat there, as the clock ticked by the seconds, before Rainbow pulled back, a blush on her face as she looked around to see that the room was still empty.

“Th-there,” she stammered, flustered, “is that enough? I know that Twilight won't be too happy to see a Changeling running around her kingdom. Can you turn back now?”

Midnight, who had been sitting there and staring at the cerulean mare, stunned off his rocker, shook his head as he was pulled back down to Equestria. He felt inside for his Emotion font and found it sufficiently full. It was about equal to his Elemental font right now, but was growing as energy continued to flow off Rainbow. He nodded and focused on his other form.

As green flames swirled around him, he looked up at Rainbow as he settled into his other form.

“There,” Rainbow sighed, smiling at him, “now you're back to normal!” Midnight smiled back and nodded, then he noticed Rainbow's ears perk up and swivel around to face the door. “I hear a bell, must be the school bell. You'd better get off to school,” she said, pulling him out of his chair and onto the floor, “Fluttershy won't like it if you miss your second day here in Ponyville. I'll let you know if anything happens with Scoot.”

Midnight nodded, then hurried out the door as Rainbow watched. As he left, she leaned back into her chair and began to wait.

----------*----------*----------*----------

Midnight ran down the lane, heading for the schoolhouse. He dodged around ponies heading toward the center of town and he heard the bell ring again as he ran around a wagon, only to run full steam into a blue Unicorn mare. They both gasped in surprise and tumbled to the ground.

“Sorry, I'm just trying to get to school!” Midnight said as he stood up and helped the mare up.

“Watch where-!” the mare started to shout, but caught herself, “oh, um, I-I'm sorry. I'm looking for Twilight Sparkle. Could you tell me where she is?”

Midnight looked toward the main part of town, thinking. He didn't know where she was, but he did know that she should be living in something grand and royalty-like. He spied the top of a large building made seemingly out of crystal and he pointed at it. “Princess Twilight probably lives in that crystal castle,” he said, then turned and ran off as he heard another bell toll.

“Wait, 'Princess' Twilight!?” the mare asked, stunned at the title. Then she started to walk toward the building, now with much less confidence in her step. “What did you get yourself into, Trixie?” she muttered under her breath.

----------*----------*----------*----------

Midnight ran as fast as he could down the road, only pausing slightly when he spied a familiar, dark blue chariot parked outside the building and a squad of Night Guards around it. He bolted into the classroom, a grin on his face as he caught sight of his mother standing alongside Shrapnel, both of which were sitting at the head of the class. He took his seat as Ms. Cheerilee stood up.

“Today,” Ms. Cheerilee said, stepping out from behind her desk, “Her Highness, Princess Luna, will be relating the origins of the Changeling race.”

Midnight smiled in pleasant surprise. This was what he'd been waiting for. And he was surprised that his mother knew about the origins, but then it made sense, she was hundreds of years old.

Princess Luna's horn flashed a midnight blue and the room went dark, then faded into a room that looked like it would fit in at Canterlot Castle. The room bore only a simple desk, with a massive map of Equestria hanging on the wall behind it. Sitting at the desk was a younger Princess Luna, her mane dark blue and hanging down her side. Her almost black crown sat on the desk next to an inkwell and quill and she was reading a tome, one as large as she was, with a scroll of paper next to her.

Princess Luna, not the one sitting at the desk, gestured with a hoof at the map on the wall. “Back before the Changelings were created,” she said, “I spent many nights searching outside Canterlot for ponies that would stay up to see my night. I searched through farm towns and large metropolises, but every home I visited was quiet and dark. Each night I would go out to find somepony, and each dawn I would return, more and more hopeless.” The four foals looked closer at the map and Midnight could see many of the cities' names circled, then crossed out in ink.

“And so, I decided that if I could not find a friend, then I would make one. I poured myself into the study of Golem Animation. However, the more I looked into it, the more I realized that I didn't want a mindless group of friends. I wanted true friends that I could talk to, play with, and enjoy life. I began to take the spells used in Animation and looked into changing them, trying to form something more, something better. I was, simply, trying to create life. It was then that I stumbled across a few hidden tomes within the Crystal Empire's library. Somepony by the pen name T.S.H. had written several books on modifying the Animation spells I'd read and turning them into Creation spells. The spells were complicated, but the author reported that they'd made dozens of sentient beings. This only fueled my passion and desire for friends.

“The more I delved into making life, the more magic would be required. Golem Animation was within my magical grasp, barely, and the modified spells I studied were well beyond my abilities, even as an Alicorn. I needed some way to increase my font, but the current mage batteries of the time were too limited. I needed something immense, something that rivaled my father's or mother's font in size. That was when I felt it, a pull from the southwest.”

The scene faded, to be replaced with an older Princess Luna walking through the Badlands, red dirt kicked up with each step and the tall, red rocks protruded from the ground, casting long shadows in the light of the setting sun.

“I traveled through the entirety of the Badlands until I happened upon what had called me.”

A large pool of liquid emerged from the horizon and grew closer as the young Princess Luna walked toward it. As she drew near to it, all seven spectators saw that the pool surrounded a spear of rock, this one almost black, in contrast to the red rocks around it. The rock was tall, standing hundreds of feet into the air and had holes carved into the sides of it, revealing a hollow inside. A bright green liquid oozed out of the rock and formed the pool around it. The younger Luna stepped closer to it, and all who watched noticed it sparking with energy, shooting off small bolts of green lightning.

“It called to me. I felt the power that it gave off and knew that this would help me have my dream. I went inside and began to cast the spell, drawing on the latent magic around me.”

The view stayed outside and all the spectators watched as the younger Luna walked into the large rock through an opening, then a minute later black light burst from the openings. It gradually grew brighter until it was more of a gray light, with flashes of white light occasionally.

“That was when I felt something that I later learned was an Element of Harmony. One that has since been lost to the ages. It revealed itself, mixing with the latent magic and helping me, guiding me to the spell's completion.”

The beams of light grew brighter and brighter until it blotted out all the colors around the spectators. Midnight flinched away and closed his eyes, throwing a hoof up to block out some of the light. When the light dimmed, he opened his eyes and found himself back at his desk, Princess Luna and Queen Shrapnel sitting at the front of the class. Princess Luna looked at everypony in the room, then continued.

“I blacked out after the spell was complete. When I awoke, I saw around me sixteen pony-like creatures. I had tried my best to create ponies, and I had succeeded. I waited until they had all awoken, then introduced myself. I asked them if they wanted to be friends and they quickly agreed. We spent many days together, playing in the surrounding areas. We shaped the giant rock into a castle, practicing our magic and growing stronger together.

“But there was one day that I had a surprise that I wasn't prepared for. I came early in the morning, soon after my sister had raised the sun and began her daily routine, only to find sixteen cocoons. They were twice my height and wide enough for me to sleep in if they were lying down. The Sixteen were joyful and excited to show me what had happened. They explained that they had found the remains of my spell, scrawled on the floor of the castle, and had repaired it. They practiced with it, and had finally seen results.

“It was only a few days later that I saw what they had created. The cocoons hatched, revealing sixteen ponies, each one had a dark gray coat and azure blue eyes that seemed to sparkle and glow in the dark. They were overjoyed at the hatching and I was glad for more friends. This occurred continually. Every few days I would return with double the previous occurrence of cocoons within the castle walls, every few days I would relish the idea of seeing more friends. The Sixteen had even begun to create societies and order among themselves. Each one had claimed a part of the surrounding land and had begun to build homes and walls for their creations. They began to call their societies Hives, as they found that they resembled bugs, with their gossamer wings and buzzing flight. The Sixteen forged treaties with each other as their hives grew. It was only after a few years that their numbers had soared to over a quarter of a million ponies in each hive. I found myself anxious to flee from the castle and spend time among ponies that actually cared for my night. They threw parties and celebrations every seven moon rises, even keeping calendars based on my moon. It was a happy time and one that I loved every second.”

Princess Luna's face grew dark.

“Then it happened,” she said, her voice low and harsh, “my sister began to wonder why I was away from the castle so much. I told her that I wanted to spend time outside, admiring the beauty of Equestria and spend time with the few moon loving ponies that I'd found. She seemed skeptical, but she allowed it. One day, as I left the castle, she followed me. It was that day that she found out what I'd created, what I'd spent my time doing. And she was furious.

“She accused me of creating monstrosities and demanded that I destroy them. I refused, arguing with her that she just needed to give them a chance. She told me that I had three days to end their existence, or she would raise an army to do it for me.

“I spent the next three days trying to convince my friends that they needed to flee, find somewhere else to live. I was not going to destroy them, not after all the fun we'd had. But they refused. They cherished their lives, and the time together, but they were not going to stand down and let my sister destroy them. Even if they'd been created instead of born, like other ponies, did that make it okay for them to be wiped out?

“Finally the third day came. I stood there with my friends and waited. We watched the horizon for any movement. It was about the middle of the afternoon that we first saw the glint of the guards' armor. My friends stood by me as we watched hundreds of thousands of guards march across the desert to face us. Finally they stopped several hundred hooves away from us and the front line parted to let my sister pass through. She gave me another chance. Destroy my creations, or watch as she did. I stood there, resolute, and told her that I would die with my friends. She lowered her head, then gave the order.

“Every guard unsheathed his sword and raced toward my defenseless friends. But we stood there, waiting for our deaths to come. It was at that point that I had learned my friends had developed a new skill. With a blinding flash of green light, hundreds, thousands of my friends transformed into mirror copies of the guard, their white coats blinding in the setting sun. They charged forward to meet the advancing army, though they had no weapons. I tried to stop them, but it was to no avail as I watched hundreds of my friends fall as the guards cut through the lines, my friends falling and being trampled. Tears stung my eyes as anger toward my sister and hatred of her intolerance rose up within me. I felt something within me snap and my body grew ice cold. I felt myself grow stronger and taller, towering over my friends, as shadows rose to my call. They surrounded me and formed my battle armor. My eyes had transformed into black slits, the irises taking on an aquamarine tint. I threw myself into the fray, slinging magic left and right. I didn't care about the spells I was using, I didn't care that I was slaughtering guards by the dozen with every spell loosed from my horn. I just wanted my friends to live, and I was going to do anything for them.

“The battle wore on, many of my friends picking up swords from the fallen guards and aiding in my advance, until Celestia finally called for a retreat. I watched as the remaining guards fled into the desert, then turned my attention to my sister. She stared at me with shock and horror in her eyes. I told her that this day was the day the Changeling Empire rose from the sands of the Badlands. This was the day that I would make everypony love my night, or they would feel the same pain as I then did of losing friends.

“My sister looked at me, unbelief on her face, then rose into the night sky and soared back to Canterlot. I turned to my friends, the newly named Changelings, and mourned the loss of so many. But, through the fires of battle, the determination and will to show others that my friends were ponies too was born. It was that day that the War of the Moon and the Sun began. It was that day I became the dreaded Mare in the Moon, Nightmare Moon.”

Princess Luna hung her head for a few seconds before the entire room jumped at the sound of the school bell ringing the end of class. The entire room sat there, stunned, for several minutes, well after the echoes of the bell had faded into the evening sky. Then, one by one, each pony stood and headed for the door, their faces and bodies solemn as a heavy air hung over them.

Chapter six: Wings, the Doctor, and first Kiss

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Midnight left the classroom, slinging his saddlebags onto his back, and walked slowly down the lane. He'd wanted to know about the creation of the Changelings, but he didn't think it was like that. He thought that they had been a lost race that had been recently discovered by Equestrians, or that they were some kind of race that had been transformed from another by evolution. But created by his mother, then rejected by Equestrians? That had been something he wasn't prepared for.

He was so lost in thought about the day's lesson that he didn't even notice walking toward the hospital, but he snapped out of his thoughts when his nose bumped into the hospital sign. He blinked, then shook his head to clear it. He stared at the hospital, finally seeing a familiar rainbow mare walking out of the doors and toward him.

“Rainbow! How are you?” Midnight said, his voice betraying a bit of worry.

“I'm fine, kid,” Rainbow replied, throwing a wing over him and guiding him toward the hospital doors. “Scoot's still the same, though. The doctors don't know when she'll wake up. She lost a lot of blood and her body needs to rebuild itself.” They passed the nurse's desk and strode down the hallway. They turned a corner and Midnight saw an open door halfway down the hallway. He could hear the soft hum of somepony in the room and it sounded like they were singing. He caught sight of the nametag to one side of the door which read “Scootaloo, Pegasus mare.”

As he stepped into the room, he recognized the familiar sound of Sweetie Belle and he spied her sitting in one corner, her attention focused on the orange mare lying in the bed with tubes and machines surrounding her. Rainbow followed him into the room, pushing open the door wider and causing it to creak.

The sound made Sweetie Belle jump and gasp in surprise as her concentration broke. Rainbow Dash took a seat in one of the chairs at the foot of Scootaloo's bed, while he took a seat beside her. He had to smile when he caught sight of a small, stuffed Rainbow Dash that lay to one side of Scootaloo.

“Please,” he said, looking at her, “don't let me stop you from singing.”

Sweetie Belle looked at him, shocked. “I-I wasn't singing,” she said, glancing at Rainbow for help.

“She wasn't, I could hear that much from the hall,” Rainbow chimed in, “she was humming something. It was soft and gentle, like a lullaby. What was it, Sweetie Belle?”

Sweetie Belle started to fiddle with her hooves, staring down at the floor. “Um, it was a song,” she said, “a song Scootaloo wrote. I only put it to music.”

“Can we hear it?” Midnight asked, but Sweetie Belle shook her head quickly.

“Oh no!” she said hastily, “I'd never have the nerve to sing in front of ponies. I only sing when I know there's nopony listening.”

“Sweetie Belle,” the two ponies looked at Rainbow, “I'm not going to ask you to do something if you don't want to, but I would like to hear it. Especially if Scootaloo wrote it.”

Sweetie Belle took a deep breath, then nodded. Her horn glowed a light green as a violin and keyboard materialized above her head. She closed her eyes and took another deep breath. Her horn sparked and the instruments started to play, a soft and gentle melody echoing through the room. She opened her eyes as she opened her mouth to start when she realized that Midnight and Rainbow were both looking at her. She gave a squeak, and the music stopped as the instruments vanished.

“I'm sorry,” she said, “it's kind of embarrassing to know ponies are watching me.”

Midnight reached out and took her hoof in both of his, pulling her attention to himself. “I know it's hard,” he said, “but I can try and take away your nervousness, if you want.” She nodded, and he leaned forward until his horn was touching hers. He reached inside himself and drew some of his magic into his horn. He breathed soft and low, letting his breaths calm him, then he gathered up some courage and directed it into his magic. He guided his magic out of his horn and into Sweetie Belle's. She gasped, then he felt their magic pool above their horns. As he held himself there, the familiar violin and keyboard music came like a soft breeze. He opened his eyes and glanced at Sweetie Belle, who had her eyes closed, then over to Rainbow who sat there with her mouth slightly open. He felt a bit of apprehension and caution from the mare and he nodded slightly, careful not to break his connection with Sweetie Belle.

They sat there for a minute or so as the chords of music played overhead, calming each pony in the room. Then Sweetie Belle took a deep breath and began to sing.

Through the long and lonely nights
To the dark and stormy days
From the mountains to the prairies
For every word I say

No matter what the trouble
No matter what's at stake
Even if the problem doubles
And I'm not sure what to make

I'll have you.

I see you flying over mountains
Leaving obstacles at bay
Living life without your worries
No matter what's at stake

You're my all, my everything
Exactly what I want to be
One day I'll fly over mountains
One day I'll reach my peak

And I'll have you.

Soaring through the sky with birds
In the soft embrace of clouds
With my wings stretched to the sun
The silence roaring loud.

In my mind, I'm clearly there
Reaching out to you.
Then I open up my eyes
And I swear that I flew.

And I had you.

When night is almost over
To find reality
My wings cannot be yours
Until I dream.

I can fly beside you
Together we can soar.
And just until I awake
I'm alone no more!
(Sisters at Heart (TheDashDub ft. feather)

Sweetie Belle took a breath as the song started to wind down when they heard somepony else join in.

“For I have you.”

Everypony in the room snapped their head around to look at the bedridden mare, only to gasp in surprise as Scootaloo's magenta eyes looked back at them, tears running down her cheeks.

“Hi, everypony,” she said softly.

“Scootaloo!” the two mares and one colt cried in relief and surprise. They all got up and huddled around her bed, smiling down at her.

“How are you feeling, kiddo?” Rainbow asked.

Scootaloo didn't answer right away, but stretched her forehooves. “I feel alright, what happened?” she asked.

Everypony's face fell. “You tried to commit suicide, Scoot,” Sweetie Belle said.

“Luckily Midnight saved you,” Rainbow stated with a sigh of relief and a glance of gratitude toward the colt standing next to her.

“Luckily?” Scootaloo asked softly, “luckily? Luck would have allowed me to die.” They all gasped in surprise.

“But why would you want to leave your friends?” Sweetie Belle asked.

Scootaloo shook her head. “I don't want to leave you guys,” she said, “but the teasing from Diamond Tiara and Silver Spoon was getting too much. Remember back when the Equestrian Games were being held in the Crystal Empire?” The two mares nodded, while Midnight was confused. “They picked on me for being a flightless Pegasus. They're still at it today, even though it's been several years since then. When am I ever going to be able to fly!? When can I spread my wings and soar up into the sky?”

Rainbow bowed her head. “Kiddo,” she said slowly, “there's something I need to tell you. It's about your wings.”

Scootaloo looked at her idol, then rolled over onto her side. “You mention my wings,” she said, “they've been itching to be stretched. Do you think we could go outside? I'd like to get out of this bed as soon as I can.”

Rainbow nodded, then walked out of the room to find a doctor. She returned a few minutes later with the doctor that Midnight had met when he'd brought Scootaloo to the hospital last night. He picked up Scootaloo's chart from its position at the foot of her bed and checked it. He glanced at the monitors around the bed, then wrote a few things down on the chart.

“I don't know how,” he said, shaking his head, “but it seems like you're healing faster than we thought. I suppose a bit of fresh air won't hurt. Just make sure that she's back in bed in an hour or so. We don't want her overexerting herself.” This last part was said to Rainbow, who nodded. The doctor walked out into the hall to fetch a wheelchair. He wheeled it into the room, then helped Rainbow place Scootaloo into it. He stepped aside as Rainbow pushed Scootaloo out the door, past the nurse's station, and out the front doors to the hospital.

Scootaloo sighed in relief as she took a whiff of the fresh air outside the hospital. She rubbed her forelegs, scratching at the bandage on her chest. She leaned forward and let her wings flare out from behind her. Midnight had seen her wings before, small in comparison to Rainbow's, but now something seemed different about them. He couldn't quite put his hoof on it, though. He started to walk around Scoot's wheelchair, but froze when the light of the sun passed close to the edge of her wings. He moved closer to make sure he was seeing what he thought he was seeing.

There, illuminated by the light of the sun, was what looked like the outline of Changeling wings. The light green gossamer outlines shimmered in the light, gently reflecting the light into tiny rainbows along the ground. He reached out a hoof and brushed the outline on Scootaloo's left side. He felt the slightest touch of gossamer before the wing twitched and Scootaloo turned to look at him.

“What is it?” she asked. He stared at his hoof, then at her wings. “Is something wrong with my wings?” she asked him, turning around to try and catch sight of her wings. Rainbow watched this go on, remembering why she'd wanted to talk to her.

“Scootaloo,” she said, haltingly.

“Rainbow,” Midnight said, motioning for her to step over to his side, “come here and tell me what you see.” Scootaloo and Sweetie Belle sat there, stunned at the request. Rainbow moved over to where Midnight was standing, who directed Scootaloo to face forward and spread her wings. As she did so, the sunlight of the fading day glistened off the outline of Scootaloo's wings again, throwing rainbows onto the observers.

“What is that?” Rainbow breathed as she poked the outlines with her hooves.

“What's what? Rainbow, what's wrong with my wings?” Scootaloo said, impatiently. She tried to twist around to see what they were both looking at, but was forced forward by Rainbow.

“Just hold on, kid,” Rainbow replied, then turned to look at Midnight. “They look kind of like yours,” she said, and he nodded, “but that's impossible. She's a Pegasus, not a Changeling.”

“I know,” Midnight said, “this is curious. I'll have to speak with Shimmer Scales, she might know more about it.”

“Who's Shimmer Scales?” asked Scootaloo, “some sort of wing expert?”

“Scootaloo, please just hold on and sit still,” Midnight said, then he put his chin on a hoof and sat back to think. How is it, he thought, that she has Changeling wings? I don't sense any Changelings nearby. Could this be an effect of my magic? I tried to save her life by pouring as much magic into her as I could. Did that somehow fix her wings, too?

“What are you talking about?” Scootaloo said, glancing back at Midnight, “I don't have Changeling wings. And what do you mean, 'an effect of your magic'? What kind of magic did you use? And you keep saying Changeling, aren't they the race that attacked Canterlot? Why would you be able to detect Changelings nearby?”

Midnight froze in his train of thought and stared at Scootaloo. Can she? he thought, then shook his head, no, that's impossible. She can't read my mind. She's neither a Changeling nor a Unicorn. She's a Pegasus.

“And what does me being a Pegasus have anything to do about it?” Scootaloo wheeled her chair around and glared at him, “I'm not reading your mind because you said that loud and clear.” She looked at Rainbow and Sweetie Belle, who stared back at her with surprise on their faces. “You heard him talk about how my wings being the way they are were an effect of his magic, didn't you?” she asked, only to receive shakes of their head. She looked from Rainbow to Sweetie Belle, then to Midnight behind her. She sat there, stunned. “But, that's impossible,” she whispered, “I'm no Unicorn. I can't read minds.”

“I know that,” Midnight said, “but why you're able to do it, in lieu of being one, I don't know. But we're getting sidetracked.” He stared
at Scootaloo's wings, rubbing his hoof along the gossamer outline of them. She twitched her wings and chuckled under her breath.

“Well, they're real enough,” Rainbow said, “Pegasi wings are very sensitive to the touch. They need to be in order to sense and read any change in the atmosphere.”

“But why does she have them? Why are they gossamer?” Midnight asked, then turned back to head into the hospital. When asked where he was going, he merely answered, “to get permission for some experimentation.” He stepped through the doors, leaving the others to sit and wait, only to return after a few minutes. “The doctor said that if anything wrong happens, I'm to teleport Scootaloo back here immediately.” The three mares nodded, then Rainbow wheeled Scootaloo down the hill.

“Where are we heading?” she asked Midnight, who was leading the way.

“To a hill outside of Ponyville,” he replied, “I've got questions and that should help come up with some answers.”

It didn't take them long before they arrived at hill Midnight wanted and they all ascended to the top where they could look over the whole town. Rainbow put on Scootaloo's brakes, then stepped beside her as the four of them watched the sun set. It didn't go too far down before Midnight turned to Scootaloo.

“How do your wings feel?” he asked.

“They feel fine, almost like I need to stretch them,” she replied.

“And here's where experimentation comes in,” he said, holding out a hoof. She took it and he helped her out of the chair. She fluttered her wings softly, stretching and flapping them a few times. “Now then,” he said, spreading his own wings, “what I want you to do is fly.”

“Midnight, I've never flown before,” Scootaloo replied, hesitant.

“Well, then now's a good a time as any,” he replied, flapping his wings and propelling himself in to the air, “practice flapping your wings, that should give you enough lift to get off the ground at least.”

Scootaloo spread her wings wide. Midnight noted the fading light making the gossamer edges of her wings show up more predominantly. Sweetie Belle gasped as she stared at Scootaloo's wings.

“Scootaloo,” she breathed, “your wings, they're beautiful!”

Scootaloo looked over her shoulder, blinking in surprise as she saw what the others had seen. She flapped them experimentally. “Those are mine?” she asked, still staring at them, “I can feel them, feel the way the wind blows over them.”

She flapped her wings several more times, each time the smile on her face grew larger as she felt her body float up into the air a few feet. She tilted forward and flapped hard, sending herself shooting off into the early evening sky. The three ponies watched as she soared above the ground, her purple mane flowing behind her. Rainbow leaped into the air and raced after her. Midnight glanced back at Sweetie Belle, who stared after her friend with a look of surprise and joy, then followed Rainbow.

Midnight soared through the sky as the moon began to rise. He saw Scootaloo and Rainbow flying around. Sometimes Scootaloo would dip down as her wings became uncoordinated in their flight, but she would quickly regain her balance. Rainbow flew beside her, her forelegs spread out in front of her, ready to move in case Scootaloo fell toward the earth. Midnight caught up to them in time to see the widest smile on Scoot's face that he'd ever seen.

“This is amazing!” she shouted to the sky, spreading her hooves and flipping onto her back, “is this what it feels like all the time?” Rainbow nodded, then Midnight recognized the familiar thoughtful look on her face. They flew around for quite some time, until the moon had fully risen above the horizon and bathed the landscape in gorgeous, blue light. Rainbow motioned to Scoot and Midnight to land and they did, Scoot reluctantly, next to Sweetie Belle who sat with her mouth open wide in surprise. She squeed and hugged Scoot.

“That was amazing, Scoot!” she said, pulling away, “you can actually fly!”

“Yeah,” Scoot said, staring up at the sky, “for a long time I'd dreamed of what it would be like to fly, but now I know.”

“Yep,” Rainbow said, nodding her head. Then she pulled a set of papers from her saddlebags slung over Scoot's wheelchair, along with a quill and ink, “and it's got me thinking. I've been meaning to do this for some time. I know it's hard to live on your own, I know how hard it is to stand up to bullies,” Scoot looked down as a tear fell from her eye, “but I also know how important it is to have somepony watching over you.” Rainbow unfurled the papers and laid them out in front of Scoot, placing the ink and quill next to them on the ground. Scoot blinked away the tears and began to read them. With each word, her eyes grew wider until she looked up at Rainbow as she finished reading.

“Are these what I think they are?” she whispered. Rainbow nodded with a grin.

“You bet they are,” she said, “adoption papers. I knew your parents, I was there for the accident. I was the one who watched the police take you into the orphanage. And now I'm going to be here for when you need me.”

Tears fell freely from Scoot's eyes, running down her cheeks in small rivets and falling onto the ground. “Thank you,” she whispered, “thank you.” She wrapped her hooves around Rainbow's midsection and cried into her coat as Rainbow rubbed her back in between her wings.

“I've already signed them,” Rainbow said softly, “and Twilight's authorized them. First thing she did as a Princess. They're just waiting on you.”

They sat there for a few minutes, Scoot holding onto Rainbow and Rainbow stroking Scoot's mane, before Scoot pulled back and turned to the papers on the ground. She picked up the quill in her mouth and, dipping it into the inkwell, scribbled her name underneath Rainbow's. When she was finished, Rainbow rolled them up and slipped a ribbon with a star emblazoned seal on it, then put everything back into her saddlebags.

Midnight smiled, then turned to head home, pushing the wheelchair behind him with his magic. He was interrupted by Rainbow, who soared next to him.

“Where are you going?” she asked.

“I'm going to return the wheelchair and inform the doctors that Scootaloo has been adopted and is under the custody of the Element of Loyalty, healthy and happy,” he said. He continued to walk a little bit more before being swept up into a hug by Rainbow.

“Thank you,” she said, and Midnight felt gratitude flow from the mare, “take all that you need. You deserve it. Thank you for healing Scootaloo. Thank you for finding her in the graveyard. Thank you for healing her wings. Doctors said that she'd never fly, but you made that possible. I'm proud to count you as one of my best friends, one that I'll stand by through thick and thin.” She released him, setting him back down on the ground after a few minutes of him pulling on the gratitude and filling his Emotion Font.

He smiled as he turned to walk away. “No problem,” he said, “I'd do it again, and more, for my friends.” He strode away from the hill, leaving the three mares hugging and smiling.

He walked back to the hospital and stowed the wheelchair next to the door. He turned away, only to see a gray stallion waving to get his attention. He walked over to the stallion, curious.

“Wonderful!” the stallion stated, “now come on!” He ran around the corner of the building, then peeked his head around it. “Well, come on!” he said.

“Who are you, and where are we going?” Midnight said, walking slowly toward the strange stallion.

The stallion sighed and stepped out from the corner. “I'm the Doctor,” he said, “and the fate of Equestria rests on you coming with me. We need to go get her!”

Midnight raised an eyebrow. “Her?” he asked.

“Yes, her,” the Doctor said, “now, we need to go! Time is running out!” He ran around the corner and Midnight walked around it just to see a large, blue box about twice his height with a light on top. The Doctor was fiddling with something in his hooves and as Midnight drew closer one side of the box popped open and the Doctor ran inside, then turned and looked back at him. “Come on! We don't have much time! Well,” he said, “technically we do because this is a time machine, but we want to give her the most time to get ready!”

“What are you talking about?” Midnight demanded, stopping outside the box.

“Listen,” the Doctor said, reaching out a hoof and grabbing Midnight, pulling him into the box, “Odium's coming and there's little we can do to stop him. But with her, we can. The only thing is we need to get her back here otherwise Equestria won't have a chance.” He ran over to the center console and began flipping levers, leaving Midnight to fall to the floor as he looked around.

“It's,” he started to say as he took in the size of the room. From what he could figure, it shouldn't fit inside the tiny box that he'd seen outside.

“Yes?” the Doctor said as he poked his head from behind the central column.

“Smaller on the outside,” Midnight finished.

The Doctor shrugged. “I guess that's one way to say it,” he said. He pulled another lever, then turned back to Midnight, “hold on!” He slammed his hoof down on a button and the entire room rumbled while a sound like somepony was dragging a metal object across a cello string echoed through the room. Midnight scrambled to grab hold of one of the rails around the room and closed his eyes, hoping he wouldn't get sick.

The rumbling went on for several minutes, then stopped. Midnight heard somepony clap their hooves together. “Ah, wonderful!” he heard the Doctor say, “I've got hands again! You know how hard it is to do anything with hooves? It's much easier to do anything with hands and fingers. Though I suspect that Unicorn mare with the lyre butt tattoo would love to see this.”

Midnight opened his eyes to see five, small appendages poking out from his hooves. He cried out and scrambled backward, waving his hooves away from him. He looked down only to see himself wearing a shirt with a silver crescent moon lying down with a star centered between the two points.

“Oh yeah, that's right!” the Doctor said, himself dressed in a leather jacket and black pants with an hourglass pin on his lapel. He strode over and held out a hoof to help Midnight up. “Hands are wonderful. I suspect this is your first time seeing fingers. Don't worry, you'll get used to them. But of course you won't have much time to get used to them before they're gone again. So no worries, come on!”

Midnight reached out his hoof (hand?) and pulled himself up with the Doctor's help. He stumbled to the door as the Doctor led the way. He pushed open the door and bright sunlight shone in, momentarily blinding Midnight. He blinked his eyes and waited until his eyes got used to the light, then followed the Doctor out, stumbling ever so often as he got more used to only walking on his hind legs. The Doctor turned and locked the door, then strode away.

Midnight walked after him, his strides getting longer as he grew more confident with walking until he was running to catch up to the Doctor. He looked around and saw many, large buildings. They reminded him of Canterlot and he saw many others like him and the Doctor walking around with bags on their back. He glanced at the Doctor. “Where are we?” he asked.

“Well,” the Doctor said, “we're a few thousand years into the future, on what humans call Earth. It's all kind of difficult to explain. But the one pony, or person here, that we're looking for is located in that building right there.” He pointed toward one of the large buildings that looked like it had dozens of doors on one side. They both walked over to it and inside, pushing open one of the doors. They located a staircase and started to climb. Midnight noticed signs with numbers on them and he figured that they indicated what floor they were on.

They finally stopped climbing when they'd reached the sixth floor and he followed the Doctor out and down the hall. They stopped before a door with the numbers 689 on it and the Doctor smiled at the number.

“Here we are,” he said and he raised a hand and knocked a few times.

“Just hold on!” a mare's voice came from inside, “I'm coming!”

They had to wait a few seconds before the door opened and a mare stood there. She had a fiery orange and red mane that came down to her lower back and wore an orange shirt with a purple jacket over it. She wore red pants with a sun the same colors as her mane embroidered on either side. She raised an eyebrow and slouched against the doorframe.

“Well,” she said as she looked the two of them up and down, “Princess Celestia finally wants me back?”

“Actually, I'm not here because of Celestia, I'm here because of Luna,” the Doctor said, “it's a matter of national security. Actually, world security when we think about it.”

“Princess Luna?” the mare looked around, then stepped aside, “you'd better come in and tell me what this is all about.” She waved them in and, as they stepped inside, she shut the door. She walked over to the couch and sat down, motioning for them to take seats. “So,” she began, “I know who you are, Doctor. You make yourself quite a familiar face, though I remember seeing you in a different regen. But who's the kid?”

“I'm Midnight Star, personal protegé of Princess Luna,” Midnight said, sitting down on a rather comfortable chair.

“Hmm, I was wondering when Princess Luna would take a student,” the mare said, “I always did like the night. I hope she does a better job of managing the stars than Celestia ever did. Sorry, I'm Sunset Shimmer, by the way.”

“Wonderful,” the Doctor said, he had taken up a spot by the door, leaning against the wall, “We've got the right girl. Now if you'll come with me we'll get you back to Equestria. There's not much time and you'll need every second.”

“Wait a second,” Sunset said, “I can't just go waltzing back into Equestria! The portal's closed for another ten moons, and I'm half a country away from it!” Then it hit her. “Wait a minute,” she said, “if the portal's closed for another ten moons, how did you get here?”

The Doctor snapped his fingers and grinned. “That's the thing,” he said, “you must not know too much about me, otherwise you wouldn't have to ask that question. But I'll explain on the way. Now come on, time's wasting!” He moved to the door and flung it open, turning back to look at the two of them. “And by the way, I'm pretty sure you'll be fine once you get back there. I've got a friend that has an inside connection to Princess Twilight.”

Sunset looked at Midnight, then she stood up and walked into the other room. Midnight heard her moving clothes around and, after a few minutes, she walked back out with a pack on her back. She moved over to the counter and grabbed a pen and paper. She started to scribble something on it when she was stopped by the Doctor putting a hand on top of her's.

“Don't worry about leaving a note,” he said, “they won't even know you're gone.”

Sunset raised an eyebrow, then set the pen down. She walked over to the door as Midnight joined her, then they both walked out with the Doctor. She turned around and locked the door, then they all three walked down the hallway and turned the corner.

No sooner had they turned the corner then Sunset Shimmer strode around the corner at the other end of the building. She wore the Element of Magic on her head proudly and bore a small jewel embedded into her forehead. She pulled out her key and put it in the lock, turning it and letting herself in. She threw her backpack onto the seat that Midnight had just vacated, then slumped down on the couch.

“It's been thousands of years since I've been back here,” she said, “I'm tired and I haven't had a good shower in just as long a time. I can see why Luna hated the moon.” She stood up and pulled off her jacket, revealing several scars on her arms of varying sizes and lengths. She stretched, then locked the door and walked into the other room, closing it behind her.

----------*----------*----------*----------

Sunset and Midnight followed the Doctor down the stairs and out of the building, heading back to his blue box. They turned the corner and the Doctor opened up the box, stepping inside. The other two followed and Midnight shut the door behind them. The Doctor was busy with the central console, flipping levers and pushing buttons.

“So,” Sunset said, pulling the Doctor's attention to her, “what's going on that you need me back in Equestria? And how are we going to get there in this box?” The Doctor raised an eyebrow, her reaction was unexpected, but he shrug it off. She came from a planet of magical, pastel, talking ponies.

“Time machine,” he said simply, “we can go anywhere, anytime. Want to see the end of the world? I can take you. But another time, right now we've got to get you back to Equestria. Here goes nothing!” He pulled a lever and the rumbling and grinding echoed through the room again. Midnight closed his eyes and grabbed hold of a rail, only to open his eyes a few minutes later to see his familiar hooves. He glanced over to Sunset who now was a Unicorn pony with a yellow coat. Her tail and mane were the same orange and red as her mane had been and her flank bore her cutie mark of a sun with the same colors. She pulled out a cloak and threw it over her, her sea green eyes the only recognizable indication of the mare underneath. She took a deep breath, then nodded.

“Alright, Doctor,” she said, “I'm ready to face my fate.”

“Wonderful,” the Doctor said as he strode between the two of them and pushed open the door. Midnight could see the sun peaking through the mountain valley as Princess Twilight's castle glistened in the morning light. The Doctor put a hoof to his chin and said, “I guess I was a little off. We're twelve hours off the mark. Into the future, so not to worry about running into your past selves. Or rather, Midnight's past self as Sunset doesn't exist right now. Well, she does now, but not then.”

Midnight walked past the blabbering Doctor and out into the street they'd arrived at. He turned back to Sunset and motioned for her to step out. She did so, cautiously. She didn't know how much Twilight's friends would know of her, especially since she'd met her human friends, not her pony friends. She squinted into the morning sun as she stared, awestruck, at the crystal structure that was the center of the skyline, its crystal spire throwing rainbows throughout the town.

“Thanks Doctor, for bringing me back here,” she said as she turned to look at him.

“Not a problem,” he said, pushing himself upright from where he was leaning against his blue box, “now if you don't mind, I've got a few more things to do before Odium comes. So I've got to get moving. Ponies to save, history to make, that sort of things.” And with that, he turned and walked back into the blue box, shutting the door behind him. The two ponies watched as the blue box whirled and slowly vanished from sight. Midnight looked at Sunset, who took a deep breath and looked back at him.

“Let's do this,” she said, letting out her breath in a sigh. And with that, they began to walk down the street, heading for the crystal castle.

A few seconds into the walk Midnight piped up. “Sunset?” he asked, and the mare tilted her head to show that she was listening,
“what was that world that you were in?”

She gave a small smile as she spoke, “that was the human world. I'd gotten there by way of a magical mirror. It was located in the Canterlot throne room, but is now located within the collections room in the Crystal Empire. I had been banished there, due to my desire to gain power.” Her voice developed a faraway tone as she spoke. “I spent a lot of time there, going to school in Canterlot High, where I had taken to running for the most popular positions in the school in order to maintain my status and power. I stole the Element of Magic from Princess Twilight during one of her trips to the Crystal Empire, then used it to become a horrible monster and enslave the entire school. I had hoped that I would be able to return to Equestria and take my place as the most powerful Unicorns in the world. But I was stopped when Twilight came through the portal in search of her Element. She made friends in the human world as she had in this world. They banded together and showed me the true power of friendship and how I'd regarded it as weakness and useless, but that it was truly the greatest power in the world. Since then, I have moved on from High School and I was, or will be,” she chuckled at the thought of being in the past, “going to college.”

Midnight listened as she told her story and before they knew it, they were standing in front of the crystal castle, a giant star carved into the crystal doors. Sunset froze as she stared up at the large structure, then down to the doors.

“Well,” she said as she raised a hoof, “I guess there's no use standing here. My punishment isn't going to get any better or worse.” She rapped her hoof on the doors three times, sending echoes through the entire castle. They waited a few minutes, then they glanced at each other. “I'll try again,” she said as she raised her hoof to knock.

Just before her hoof made contact with the crystal, the doors swung open and Pinkie Pie bounced into view from behind them.

“Oh my gosh!” she said as she saw who it was, “your highness! What an honor. But really I should go wake up Twilight, or should I be calling her Princess? She hates it when I call her that because she says that her friends should never call her by that title, only royalty.” She looked at Sunset, then gasped. “Oh my gosh! A new friend! I don't believe we've met and I only have a few party supplies with me!” She pulled out a stack of party ribbons and threw them into the air. “I guess that will have to do, but I do need to leave and prepare you a proper party!” And with that, she vanished, darting past them and down the street and leaving behind a cloud-shaped pony.

Midnight and Sunset stared after the hyperactive mare, then at each other. “It's nice to see that she's the same in either world,” Sunset said before moving into the castle and down the hall, Midnight walking beside her. They strode down the finely decorated hall, their hooffalls softened by the elegant rug that ran down the center. They ended at another set of double doors, this one carved with the six Elements. They paused for a second before bracing themselves on the doors and pushing.

The doors swung open to reveal a throne room with a six pointed star taking up the center of the room with six thrones, each one sitting at a point, in a circle around it. Currently one throne was filled and Sunset froze as she recognized the familiar form of Twilight Sparkle. She was talking to Discord who had wound his way around her throne and she bore a slightly irritated look on her face.

“All I'm saying is to let me have a small period during the day where I can spread a bit of chaos, that's all,” Discord was saying, rubbing the bottom of Twilight's chin with his lion paw.

“And all I'm saying is that if I let you, you could potentially eliminate any and all counterspells that I could come up with,” Twilight pinched the bridge of her nose in frustration, “it's far too dangerous for me to let you.”

“Well, then I'm going to need some way to release my inner chaos!” Discord said as he rose up in a dramatic pose. Then the two ponies at the entrance caught his eye. “Oh, what do we have here?” he asked as he slithered across the floor and stopped a hoof away from them. “Oh Twilie!” he said over his shoulder, “looks like you have visitors!”

Midnight watched Twilight's horn flash purple as her body flashed the same color, smoothing out her mane and calming her nerves. She smiled at Midnight.

“Good morning, your highness,” she said with a smile on her face, “what a pleasure to see you.” Then her smile vanished as she caught sight of the pony next to him. “Is that who I think it is?” she asked in a low voice.

Sunset took a breath, then her horn glowed and she pushed back her hood, revealing her mane and head to Twilight.

“What are you doing here?” Twilight said, threateningly, “you can't get a hold of the the Elements anymore. They've been given back to the Tree of Harmony and they can't be taken back.”

“I,” Sunset started to say, but her voice was dry with nerves. Discord snapped his fingers and a glass of water appeared in front of the mare who grabbed it with her magic and took a gulp, smiling at the God of Chaos in thanks, then she turned her attention back to the Alicorn glaring at her, “I've come back to pay for my crimes toward Equestria.” She bowed low to the ground, avoiding Twilight's gaze.

“Equestria doesn't have hangings or executions anymore, though it seems a bit of a shame,” Twilight said, her face dark, “for the crimes you've committed. Stealing the Element of Magic, attempting to take over another planet for the purpose of invading Equestria, Stealing from royalty, and returning after banishment. There seems to be quite a stack against you, Sunset. And, as Princess of Equestria, I have the right to carry out any punishment I see fit. I could sentence you to lifetime in a dungeon, or banish you to the Everfree Forest, setting up wards to keep you in, or even delivering you to the Changelings to be drained dry of any emotion.” Twilight didn't notice Midnight stiffen and glare at her at the mention of the last punishment.

“My dear Twilight,” Discord said, a smirk on his face and a twinkle in his eye, “is that really something a Princess should be thinking about? Particularly a Princess of Friendship? It seems to me that Sunset here merely suffered from an absence of friends. If I remember right, so did you at one time in your life, am I right?” Twilight turned her glare toward him and he chuckled, then continued, “besides, didn't you say once that the fate of Equestria did rely on you making friends?”

Twilight thought this over for a few minutes, each one ticking by was like an eternity for Sunset as she sat there and fidgeted under the Alicorn's glare. Then Twilight cleared her throat. “Sunset Shimmer,” she said in an authoritative voice, “for the crimes that you have committed against Equestria and the planet to which you were banished, I hereby sentence you to three years—”

Sunset bowed lower and whimpered. Midnight froze in fear. He'd just met her and now she was going to be banished again. “Twilight wait!” he said, but was silenced by the thud of her hoof on her throne.

“I sentence you to three years as my student.”

Sunset's head shot up like she'd been pricked with a needle. “What?” she said.

“Three years as my student,” Twilight said again, “it seems that with your return, you have need of a teacher and, as Princess Celestia and Luna are busy and Princess Cadence is managing the Crystal Empire, it falls to me to take you on. It is only fitting,” she said with a giggle, “how else can I spread the magic of friendship across Equestria if I can't even spread it within Ponyville? Your tutelage starts right now.” Twilight rose and stepped off her throne and headed toward Sunset who stood frozen in shock. She smiled at the mare, which caused her to blink in surprise. “Come on,” Twilight said, “let's get you settled, then we can begin your studies.”

Midnight and Discord watched the two mares walk out, the doors closing behind them. He looked up at Discord hovering in the air. “Did you know?” he asked.

Discord looked down at him, an eyebrow raised. “Now, what makes you think I knew that the Doctor was going to take you to get her?”

Midnight smirked. “Because I never said anything about the Doctor,” he said. Discord burst out laughing.

“You're right!” he said, “I knew what was going to happen. I know what IS going to happen. And let me tell you, we win.” He snapped his fingers and vanished.

Midnight shook his head at the God of Chaos then, opening the doors, he walked out of the castle and down the lane. He looked up to see the familiar trail of Rainbow Dash, this time followed by a purple trail leading to Scootaloo, soaring above Ponyville. He smiled at the sight, then kept walking. He caught sight of his mother's chariot hovering over the town and He spread his wings, flapping them and flying up to his mother, landing in the chariot beside her. She had a map spread out before her on the large floor with grid lines marked out. She was muttering to herself, but stopped as she saw him sit down.

“Hello Midnight,” she said, still looking at the map.

“Problem, mother?” he asked.

“Just a bit of rezoning issues,” she replied, “I'm trying to figure out where your home would best go. There is a certain flow that
these little towns have.”

“Home?” he asked, raising an eyebrow, “I'm not heading back to Canterlot?”

Princess Luna turned her attention to him, looking him in the eye. “Princess Cadence is hunting you much more diligent than I expected,” she said, “it would be safer being here within Princess Twilight's realm. She can protect you. Princess Cadence was out of bounds when she attacked you in Canterlot. Each Princess has a main town or city where their castle lies, it is there that they have direct jurisdiction.”

Midnight nodded, showing he understood and was grateful for that. He didn't want to meet Princess Cadence for a long time. He turned his attention back to the map on the floor. Plots of land were marked out with ink, writing identifying the owners of them. He could see that the town was somewhat chaotic, though he supposed that Discord might have had something to do with that. But, as he studied the map, he found a few pieces of land attracting his attention.

One was near the boundaries of the Everfree Forest. Another was in the middle of a large field, with a few trees surrounding it. And a third was located in the center of town, though this piece of land had a dark blotch on it. He gestured to it with a hoof. “What's that?” he asked.

“That is where the Books and Branches Library used to be located,” Princess Luna stated, “we are planning to place a memorial statue there.” Midnight nodded, then proceeded to point out the two other pieces of land that had caught his eye. Princess Luna looked over the plot of land near the Everfree Forest, shaking her head. “I won't let you build there,” she said, “there are dangerous monsters there, and the only thing of interest in there is our old castle.” With that said, they decided on the large piece of land in the clearing. Then Princess Luna drew out another, large piece of paper and dipped a quill in an inkwell. She turned to look at him. “Now to decide what you want your house to look like,” she smiled at him.

They spent the next few hours jotting down ideas and plans, sometimes throwing out whole designs, until Midnight smiled down at the blueprints spread out before them. His house would be two stories tall, with an observatory in the center. The entire house would be roughly square, with the middle section poking out. There would be a library, an alchemist lab, even a forge located in the basement. Princess smiled at him, then rolled up the paper and slid it into a tube.

“I'll visit a few construction crews, to see when they can begin,” she said. Then she spread one wing and pulled him close to her side. He blinked in surprise, then wrapped a hoof around her, hugging her. He smiled at the familiar warmth of her side as they stayed like that for several minutes, then he felt her wing lift off him. “I'd better get back to Canterlot if I want to have this done by tonight,” she said. He nodded and thanked her, then spread his wings and glided down to the ground. He turned to look at the chariot as it turned around and flew off toward Canterlot, vanishing after a few seconds.

He turned to walk back to Fluttershy's cottage, he wanted to let her know where he'd been, when he ran right into something warm, soft, and yellow. He fell backward, blinking in surprise.

“Ah!” a familiar voice cried out in surprise, “Ah'm sorry!” He looked up to see Apple Bloom looking down at him in shock. She reached out a hoof and he took it, pulling himself up.

“Sorry,” he said as he dusted himself off, “wasn't looking where I was going.”

“Nope, it was mah fault,” Apple Bloom said, “Ah shoulda been watchin' out for yah.” She yelped in surprise as she realized what she'd just said, a light blush forming on her cheeks. She quickly shook her head, then looked up at the sky. “Ah saw ya come down from Princess Luna's chariot. Talkin' with yer mom?” she asked.

“Actually, yeah,” Midnight replied, a smile on his face, “we were talking about my new house!”

“New house? But Ah thought ya lived with Fluttershy?” she asked.

“I do,” he said, “but Mother thinks that I should have my own home. We were talking about where it would be built, as well as what was going to be in it.”

“Oh, what's it gunna look like?” Apple Bloom asked.

Midnight pictured his house in his head, then the map of Ponyville came to him in his mind and he smiled. “I'll do better than that,” he said, “I'll show you where it's going to be!” He took off running down the lane, the map in his head showing the direction he needed to head in order to arrive at the clearing. He heard the thundering of Apple Bloom's hooves behind him, slowly catching up to him. He smirked to himself, he didn't want to make it too easy for her to follow him, and poured on the energy. His hooves kicking up dust clouds as he pounded down the lane and, as he came around the final bend, he heard Apple Bloom almost upon him. He pulled on his magic and threw it into his hooves, making them glow slightly with green light and he couldn't feel the ground any more. He also found that he could run faster and he tapped into his magic to refresh his body, giving him more energy.

He finally screeched to a halt in the center of the clearing and he turned around, just in time to see Apple Bloom plow into him and send the two of them rolling for several hooves. When they finally stopped, he found himself resting on the grass, almost muzzle to muzzle with Apple Bloom, her orange eyes staring right into his own. He blinked in surprise at the position he was in, only to freeze as Apple Bloom closed the gap between their muzzles and envelop his mouth with hers. He felt what must have been her tongue poking his lips and he opened them in surprise, letting it poke inside his mouth. He squirmed in discomfort as she moved her tongue to feel every corner of his mouth.

Then he was hit by it. A wave, more potent than anything he'd felt before. It washed over him, flowing into his Emotion Font like a blast of water into a cup. He moaned with joy as he felt his Font fill fuller than he'd ever felt it. Whatever this feeling was, it was more powerful than even the love he'd felt from his mother. He relaxed into the kiss as Apple Bloom ran her hooves down his body, ruffling his fur as they went. Finally, she pulled away and allowed Midnight to gasp for breath, but it was quickly taken away again as she leaned forward and wrapped her mouth around his horn. The sensations that flowed from his horn into his mind almost made him melt. He babbled incoherently as she sucked on it, running her tongue along the tiny curves that ran up and down his horn. He felt something well up inside him, something that grew the more Apple Bloom licked.

He was left gasping for breath as she pulled off, then lifted herself up and he caught a whiff of apples mixed with vanilla. He didn't have much time to think about it before he saw a lasso loop around Apple Bloom's body and pull her off him. He rolled over and picked himself up as he saw Apple Bloom squirm in the grass nearby and Applejack tying her hooves together. She finished and turned to him with an apologetic look on her face. Apple Bloom squirmed and let out pained moans, only to have Applejack turn back to her.

“Ya'll shouldn't 'av run away, Apple Bloom,” she said, “Ya'll know it's yer first time and it ain't fair to choose a colt for it either.” She turned back to Midnight. “She didn't do anythin' to ya, did she?” she asked him. He just sat there, huffing, as she looked him over. She moved closer to him, then tilted his head down with her hooves. “Hmm,” she said, “your horn's got bits of apple on it, and yer breath smells like apples as well. Ah'd say she kissed ya, a bit more than that Ah reckon, then went for yer horn, right?”

Midnight nodded. “But why? Why all of a sudden? I know she likes me, but I didn't know she was so forward,” he asked.

Applejack rubbed the back of her head and blushed. “Ah,” she said, her face flushing even more red until it matched her cutie mark in color, “Ah reckon ya'll better ask yer mother about tha'.” She turned away and hefted the struggling Apple Bloom onto her back. Apple Bloom glanced back at him standing there and Midnight caught sight of a tear running down her cheek, falling onto the ground as regret washed over him. He sat there for a few minutes, watching the two mares walk down the path and head toward a large, red building poking above the surrounding trees.

“What just happened?” he asked, stunned.

Shattered Harmony Part 1 - A Fallen Star

by Phazon_Corrupted_Unicorn

Prologue

Chapter 1: The Question

Chapter 2: The Princess and the Party (part 1)

Chapter 3: The Princess and the Party (part 2)

Chapter 4: Friends and comrades

Chapter 5: The Revelation and the Creation

Chapter six: Wings, the Doctor, and first Kiss

Final chapter