Midnight Star: The Frozen Empire

by Nebula Star

First published

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

Thanks to Twilight and her friends; Midnight Star was given a second chance at life. A chance to be happy without the horrors of her memories; but those memories where never truly gone. With their return, Midnight finds herself torn between harmony and chaos. But her struggles are only beginning; a greater threat has emerged. The Frozen Empire.

With Celestia and Luna beyond reach while investigating the silence of Saddle Arabia, and Twilight injured, it is up to Midnight to act in Twilight's name in order to defend Equestria. The only question is; can she do what must be done to stop the Frozen Empire and still keep her darker side at bay? Or will she destroy the very land she's trying to protect?

Chapter 1: Nightmares

View Online

Midnight Star: The Frozen Empire
By Nebula Star

Part 1: Shadows of the Past
Chapter 1: Nightmares

With a gasp, a deep purple unicorn mare woke from her restless sleep. Her body was covered in a cold sweat and she laid there a moment gasping for breath as her mind slowly took in her familiar surroundings. Then she closed her eyes.

“Another nightmare,” Midnight Star said softly to herself. With some effort she got her breathing under control and worked to slow her racing heart. She was getting tired of this; it had been nearly four weeks now and the nightmares only seemed to be getting worse.

She wasn't sure what had started them; she couldn't even remember what they were about exactly. What she remembered of them was vague, blurry. All she knew was that there was a lot of suffering in them. And in every one, she seemed to be the one causing the suffering.

Midnight laid back a few moments more trying to calm herself enough to fall back asleep, but she knew it was a futile effort. Finally with a sigh she rolled out of bed. Sunrise wasn't far off.

Her bedroom was small but well furnished, she'd never wanted for anything. But then when your mother is a princess, that's to be expected. This was her own house though, she'd bought it and moved in a little over a year ago. Twilight had been disappointed to see her go but she'd also understood. Midnight had enjoyed her years at the library but after nearly eight years living in a makeshift bedroom in the basement, she'd needed to get out.

Besides, it wasn't like she'd gone far. The house was a small one on the edge of Ponyville, less than a two minute flight from the Library for Twilight and only a short walk for her.

Finally getting her breathing back to normal, Midnight started toward the short hall that led to the entry room. As she did though she caught her reflection in her bedroom stand mirror.

“Horse-feathers!” She cursed. The reflection she saw looking back at her was the same purple mare with a cutie mark in the shape of a cluster of stars, the large center star silver and five surrounding stars red, but it wasn't her normal mane that she saw, and it wasn't her tail. Instead they had been replaced with flowing energy of such a dark indigo they were almost black, speckled with countless shimmering stars.

They were her mane and tail; she'd earned them. But she wasn't about to show them in public. The only ponies that had ever had such a mane and tail before were alicorns and for a unicorn to have them would certainly draw attention.

Such a mane and tail appeared when the amount of magic the pony's body produced far exceeded the amount they naturally used, and so the excess drifted off of them, transforming their mane and tail as a side effect. Focusing she felt the flow of magic leaving her body and carefully cut it off, containing the magic within her. Immediately the flowing star-fields faded away and her normal mane and tail returned. They were still an almost-black indigo, but they were normal hair with red and purple stripes.

Midnight stared at her reflection a few moments more, slightly disturbed. She'd never lost control of her mane and tail before. Ever since the day they'd first appeared, she'd always been able to keep them hidden, even while sleeping. Her other nightmares had not caused her to lose control like that. The nightmares were definitely getting worse.

Finally she turned away from the mirror and headed out to the entry room. With a bit of magic she opened the front door and went out into the night.

She'd always felt at home in the night. Even when she was young she'd never been afraid of the dark. The night may belong to Luna, but she was glad to share in its beauty. And this night was as lovely as the countless others she'd enjoyed over the years.

Following a familiar path she soon found herself on a small hill just outside of Ponyville, and there she gazed up into the sky and tried to find peace in its serenity.

She wasn't there long though, before she felt a familiar presence and saw a soft glow coming from behind her. Midnight smiled. “If you really want to sneak up on somepony, you really should hide that mane and tail of yours, mom.”

“Now why would I want to sneak up on you?” Twilight Sparkle said softly as she stepped up beside Midnight and giving her daughter a smile. Since everypony knew about it by now, she no longer bothered to hide her ethereal mane and tail. “What are you doing out here, Midnight?” She asked gently.

With a sigh, Midnight looked back up at the stars. “I just couldn't sleep.” She said, not really wanting to talk about her nightmares. “What about you? What brings you out here?”

Twilight gave her a knowing smile. “I couldn't sleep either.”

Midnight snorted in disbelief. “Mom, you and I both know that when you can't sleep, you study,” she said rolling her eyes. “So why are you really out here?”

“Alright; you got me,” Twilight said just continuing to smile knowingly. “I sensed a powerful surge of magic from this side of town...”

Midnight winced. She should have known that if the nightmare had made her lose control of her mane and tail, that it had likely caused other involuntary reactions as well, and nopony was as attuned to magic as her mother. Even her own attunement was nowhere near as advanced as Twilight's.

“So why couldn't you sleep, Midnight?” Twilight asked, motherly concern touching her voice.

There was no use trying to hide it, she knew Twilight wouldn't let it go until she got an answer. “I had a nightmare,” Midnight said with a sigh.

“A nightmare?” Twilight repeated. “You haven't had trouble with nightmares since you were ten.”

“I know.”

“What was it about?”

Midnight shook her head. “I don't remember...”

Twilight looked at her a few moments concerned. “This isn't the first is it,” she said, not really a question.

“No,” Midnight admitted knowing it would be no use denying it. “I've been having them every few nights since the hydra attack.”

Twilight winced reminded of the incident. “I still wish you would have waited for me to handle that,” she said softly.

“You were ten minutes flight away!” Midnight objected. “If I hadn't acted when I did, somepony could have gotten hurt!”

“I know, I know,” Twilight said putting one wing around her in a gentle hug. “You did the right thing, but that doesn't mean your actions were without... complications.”

“Yeah, I know” Midnight said with a sigh. “I'm the first unicorn in recorded history to have an ethereal mane and tail.”

“Yes, but you were able to keep that a secret,” Twilight reminded her. “The real problem is that some of the ponies in town are starting to wonder just how powerful you are. If they were to find out...”

“...That there's unicorn that is more powerful than Celestia, it would be rather humiliating to the princesses; I know.” Midnight finished for her. In truth she was a little tired of always restraining herself, of having to hide her true strength.

“It wouldn't just be humiliating for them, Midnight. If ponies were to find out that a unicorn, even one as talented as you, has become more powerful than Celestia and Luna, it could cause them to lose faith in Celestia and Luna's ability to protect Equestria.”

Midnight sighed. “I know... it's just, sometimes I want to show everypony what I can do. You know? Let them see the real me.”

Twilight hugged her gently with her wing. “I know, and maybe someday you'll be able to, but for now it's important that you keep your powers hidden.”

“For the good of Equestria?” Midnight asked softly.

“Exactly,” Twilight said with a nod.

With another sigh Midnight looked back up at the stars and together they watched the silent beauty of the twinkling stars for a few moments.

“About your nightmares,” Twilight said breaking the silence; “you said they started right after the hydra attack. Could that be the cause?”

Midnight shook her head. “No, the nightmares have nothing to do with the hydra.”

“You said you couldn't remember them.”

“I know, but... I'm sure that they're not about the hydra. That wouldn't scare me.”

Twilight nodded accepting that, Midnight had proven that she wasn't afraid of such monsters. “Do you have any idea at all what the nightmares are about?”

“No, the only thing I can remember when I wake is that there was a lot of suffering...” She trailed off, not wanting to say the rest.

Twilight looked over at her concerned, seeming to sense there was more Midnight wasn't telling her. “Well, if you want to talk about it, I'm not far away.”

Midnight smiled. “I've been tempted to ask Luna to help me out like she did when I was little.”

“I'm sure she would if you asked her,” Twilight assured her. “With her talent for dream-walking she'd probably be better able to help than me. There's nothing wrong with asking for help when you need it.”

She laughed softly to herself. “Why is it whenever we talk about something important, I always end up feeling like a filly again.”

Twilight smiled. “A daughter will always be a filly in her mother's eyes,” she said softly giving her daughter another squeeze.

“Yeah, well it also doesn't help that you're still taller than me,” Midnight said looking up at her. Midnight was in no way short, but Twilight still stood a good head taller than her. She was growing. Even while Midnight was growing up, Twilight had been growing into her alicorn stature; and though Celestia had told her it would be another twenty years or so before she matched the Royal Sisters, she was already nearly as tall as Cadence.

“Well if you ever want to match my height, you'll just have to become an alicorn yourself,” Twilight joked.

Midnight laughed. “Yeah, I guess I'll have to,” she said laughing, but then Twilight gave her a much more somber look.

“I really hope you do, Midnight... It's going to be hard enough losing my friends; I don't think I could bear losing my daughter,” she said softly, holding Midnight tight.

“I know, mom,” Midnight said just as softly leaning into her mother's embrace. “It's not exactly an easy thing to do, though.”

Twilight smiled. “I know, but you're well on your way. You've got three great friends that have helped you learn all about friendship, and once you understand friendship, it's only a small step to truly understand harmony as well.”

Midnight smiled. “You make it sound so easy.”

“The hard part is taking that understanding to heart.”

She snorted. “Knew there was a catch.”

“You'll get there. I'm sure of it,” Twilight said confidently. “It may be selfish of me to want you to become an alicorn so that I won't lose you, but I want it for your sake as well. If I could, I'd help everypony in Equestria ascend...”

“I think that would cause some population issues if everpony were immortal alicorns.” Midnight said with a grin, and Twilight had to laugh softly as well.

“I suppose it would,” she admitted, then sighed. “Perhaps I'm wishing for too much.”

Midnight smiled and tucked her head against her mother's neck. “I think being immortal would be difficult for me too, but then at least we'd have each other.”

Twilight smiled and held her daughter close for a few moments, watching the stars as the sky slowly began to brighten with the glow of the coming sunrise. Again, it was Twilight that broke the silence.

“Speaking of your friends, what have you been up to lately? I've seen you heading out into the forest rather frequently.”

“We like it out there, it's quite and nopony ever bothers us,” She answered with a shrug.

“And why would you not want to be 'bothered' by anypony?” Twilight asked and Midnight almost laughed at what she was implying. Two of Midnight's friends were stallions after all.

“Mom! It's nothing like that. We just like to get away sometimes. Most the time I just practice my magic while Copper works on whatever project he's got going, and Wind and Sky usually just fly around and exercise their wings.”

“Okay, okay, I believe you,” Twilight said with a smile. “The forest isn't exactly safe though.”

Midnight rolled her eyes. “Mom, I fought off a hydra by myself. We're not exactly afraid of a few timber wolves.”

“I suppose that's true.” Twilight smiled looking proud. “So, what have you been working on with your magic?”

“Well lately I've been trying to make an enchantment spell that will draw magic from the pony wearing the enchanted item when activated, basically letting pegasi or earth ponies use their magic for a specific spell,” Midnight told her.

Twilight looked at her seeming surprised. “Have you gotten it to work?”

Midnight sighed. “Well, not completely. I've been trying to make it work with a simple levitation spell and Sky's been testing them for me. I managed make the spell so it does draw magic from Sky when she's wearing the necklace, but I'm still in control of the spell, not Sky.”

“I see, so you have to find a way to transfer control of the spell to the wearer... even so, that you've made a spell that draws magic from another pony is still impressive, Midnight. You definitely have a talent for magic.”

Midnight smiled. “I think that's well established by now. After all, our cutie marks are almost the same and everypony knows your talent is in magic.”

“True,” Twilight admitted smiling. “So you think you'll be able to get it to work? Maybe I could help? It sounds quite interesting.”

“Maybe, I'll show you what I have so far when we get together on Tuesday,” Midnight told her. Though she hadn't been given any lands to rule over, Twilight had far more responsibilities and demands on her time these days; but they had still managed to schedule a couple days a week to spend some time studying together.

“Alright. I'll look forward to seeing what you've accomplished.”

The horizon was growing brighter now, the sunrise was moments away. Midnight smiled watching as the sky lightened resembling Twilight's mane and tail quite closely. “Looks like twilight's almost over...” she said giving her mother a grin.

“Well midnight was over hours ago, so there.” Twilight retorted, smiling. She gave her daughter a squeeze and just then the brilliant yellow disc of the morning sun broke the horizon as Celestia raised it to begin a new day.

Midnight grinned and looked over at her mother. “What do you think Celestia would do if I stopped her from raising the sun?”

Twilight couldn't help laughing at the thought. “Don't you dare!”

Chapter 2: The Quartet

View Online

Midnight Star: The Frozen Empire
By Nebula Star

Part 1: Shadows of the Past
Chapter 2: The Quartet

The morning's sunrise heralded another beautiful day in Ponyville and soon the town was alive with activity. All around ponies were going about with their usual daily errands or working in their professions.

The town had grown a great deal in the eleven years since Midnight had come to live there, partially thanks to Twilight insisting on continuing to live in the library. Celestia had assigned her a personal guard, despite Twilight's objections that she didn't need them, and they as well as their families, had all come to live in the small town. The opening of the Ponyville branch of Celestia's school for gifted unicorns under Twilight's direction was, of course, also a contributing factor in the town's expansion.

In all, Ponyville had nearly doubled in size since Midnight was a filly. The market had expanded from just a few stalls, to two entire blocks of the main road. Many of the roads had been extended, and some of the newer homes were nearly all the way out to Sweet Apple Acres and the other farms around the town.

Midnight hardly noticed her surroundings though; she was lost in her thoughts as she walked down the market road.

What were the nightmares about? Why was there always so much suffering and why was she always the one causing it? She'd never want to cause anypony to suffer. That was really what frightened her so much about the nightmares: that she was the one causing the suffering.

With the fluttering of two pairs of wings, a couple of pegasi landed, one to either side of Midnight.

“What's got you moping about?” Wind Blade asked stepping close on her right side.

“Something wrong Midnight?” Sky Slice asked from her left.

Midnight smiled glancing at both of them. “No, I was just thinking,” she told them. Her two oldest friends, she'd known Wind and Sky since her first week of school in Ponyville. Twins, they both had icy blue coats, silver manes and tails and both were very active and athletic, but that was really the extent of their similarities.

Wind Blade was all about speed. In a straight shot he was nearly unbeatable, comparable even to Rainbow Dash. He was the second pony in history to perform a sonic rainboom. However he lacked any real agility and in any race that wasn't a straight shot, he often didn't even place in the top three.

Honest and Loyal, he was unbeatable as a friend. When he wasn't flying he spent most of his time with Midnight and the others.

His sister Sky Slice, on the other hoof was unmatched in her grace and agility and only slightly above average in speed. Rainbow Dash had often joked that if the twins were one pony with Sky's agility and Wind's speed, they might be able to compete with her.

Kind as could be, Sky always enjoyed making others happy and was always willing to help cheer somepony up.

“So what are you two up to?” Midnight asked pushing her thoughts aside.

Wind shrugged. “Just getting in a morning flight. We going out to the falls today?”

“Yeah, maybe you could get that spell to work,” Sky said smiling then gave her a wink. “I'm really looking forward to being the first pegasus in history to use my magic.”

Midnight laughed. “Well technically you already use it, just not consciously; and besides, I already got the spell to use your magic.”

“But you were still controlling it,” She objected. “That doesn't count. Come on, Midnight, you're so close I know you'll get it. So lets get out there and get to work!”

“Alright,” Midnight told her grinning. “I still don't know how to fix the spell, but maybe I can figure it out. Is Copper going to meet us?”

Sky snorted. “What does it matter?”

“He said he'd meet us out there later,” Wind said rolling his eyes at his sister. “He's helping out at the school this morning.”


'The falls' was their own name for the small secluded clearing they'd found deep in the Everfree forest. The waterfall was of course the most noticeable feature. It wasn't large, just a small stream pouring into an equally small pool at the base of a cliff barely twenty feet high. It was a small clearing, barely large enough to create a hole in the forest canopy, but it was beautiful all the same.

They'd discovered it on one of their many ventures into the forest years before and it had become a favorite retreat for them. They had often come here over the years when they just wanted to relax and talk, or even work on whatever projects they had going at the time, if they were projects that could be moved anyway.

That was of course what they'd been doing for the past few weeks. Or rather Midnight had been working on her spell while Sky tested each variation. Most the time Copper also had some project he was working on as well, and Wind would just relax or get some exercise flying around above the forest.

Today he was just relaxing and watching as Sky tested the enchantment spell each time Midnight tried something new. So far she'd had no luck.

They had five simple necklaces that Midnight would enchant. Sky would then test the enchantment and the ones that worked best they would keep, while the rest Midnight would remove the enchantment and try again. So far though the best they'd gotten was like she'd told Twilight that morning. The spell drew magic from Sky, but it was still Midnight in control.

Midnight sighed as she removed another failed enchantment. “I just don't get it. The spell is drawing its magic from you, so why am I still in control?”

Sky shrugged. “Can't help you there, it's not like I know anything about magic.”

“Yeah... I know.” She took a deep breath. “Alright, let me try again.” She'd tried nearly a dozen variations of the spell already, but gotten no closer to getting it to work. There were nearly infinite possibilities with any spell though. The trick was finding the variation that behaved how you wanted it to.

Trying another variation of the spell she bound the magic into the necklace in front of her. It took a few moments, but before long she felt the last of the magic sink into the metal of the necklace. Finished, she levitated it up to Sky. “Alright, lets see if that works.” Midnight said though she really didn't have much hope.

Sky took the necklace and carefully put it on. Immediately the spell activated, a magical glow surrounding the necklace that was similar to the glow that surrounded a Unicorn's horn when they cast a spell. It wasn't the deep blue-purple color of Midnight's magic however, instead it was an icy blue. The spell was at least drawing its magic from Sky. Then a rock flew across the pond thrown by the levitation spell.

Midnight looked at Sky surprised. “Did you do that?”

Her eyes wide she shook her head even as a small fallen branch was launched into the air.

“You're not controlling it?” Midnight asked and then had to duck as another rock flew straight toward her head.

“No!” Sky shouted looking worried.

“Well I'm not!”

Sky's eyes widened. “Then who is!?” Another rock was thrown out into the forest.

Then Midnight jumped to the side as another branch flew through the air where she'd been. If neither she nor Sky were in control of the spell... She let out a yelp as she was lifted several feet into the air by the haywire spell. After flipping head over hooves twice she hit the ground hard, knocking the air from her lungs.

Dazed, she just laid there a moment, watching as Sky looked around in fear. Rocks and branches were flying everywhere. She caught a glimpse of Wind where he'd been relaxing near the pool, laughing as he watched the spectacle. “Sky, take it off!” She gasped finally catching her breath. “Nopony's in control of it; take it off!”

Sky finally snapped out of her panic and snatched the Necklace off, throwing it aside.

One last rock flew through the air toward the path and then everything was calm. Midnight got back to her hooves and looked over at Sky. She was looking at the Necklace breathing deeply, then she looked over at Midnight and they both grinned, then Sky began to laugh and soon both of them were laughing at the absurdity of the incident.

“I don't think almost getting my head taken off by a flying rock is really something to laugh about,” a new voice said making them both turn toward the path as Copper Wire entered the clearing.

An earth pony, Copper had a tan coat and red-brown mane and tail, both of which were fairly common. What he wore was not. Copper Wire was never without his tools, many of which were his own design. He always had a few of his own inventions on him, devices he'd made for his own convenience. Several of his tools were on a special mount around his right foreleg and could easily be moved forward for use. On his head he wore a magnifier with several lenses by his right eye though they were all up out of the way at the moment.

“Sorry about that, Copper;” Midnight said still laughing. “It was an accident.”

He raised an eyebrow. “What happened?”

“Well... I succeeded in making the enchantment so that I wasn't in control of the spell anymore...” she explained, gesturing to the necklace. “The only problem was Sky wasn't in control either.”

He glanced at the necklace. “Then who was?”

“Nopony,” Midnight answered simply, then shrugged, "Or maybe one of our subconscious was. Either way, the spell just started casting at random.”

He snorted. “That must have been fun.”

“Tell me about it. I got to go for a short flight.” Midnight laughed.

“Well that's progress at least; now you just have to figure out to give Sky control, and not subconsciously,” Copper said with a shrug, “I think I'll go over there to work though, while you do that,” he said gesturing to where Wind was still lying grinning.

“Probably a good idea,” Midnight agreed.

“You be careful, Sky,” Copper said with a smile as he walked past her.

She just huffed and looked away. Midnight almost grinned at her reaction.

“Well let's try again. But I think you better be ready to take the necklace off this time if anything starts flying around,” Midnight said to Sky and then took one of the other necklaces and removed the previous enchantment.

After several more tries she still hadn't succeeded in making it work. Sky had been ready each time though and took the necklace off again as soon as the first rock or branch was thrown through the air. Even so Midnight did gain a bruise on her left shoulder.

Copper was working on some device he'd brought with him, but most the time he and Wind watched when Sky was testing another spell; partially in case they had to dodge.

Finally though Midnight was just about ready to give up for the day. She wasn't getting anywhere. It was progress that she was no longer controlling the spell, but it still wasn't enough.

She sighed. “I can't figure it out,” she said kicking the latest failure away, then walked over to Wind and Copper, joining them by the pool. Sky soon joined them as well.

Copper looked up from his own project. “Can't get it to work still?”

“No, I still cant give Sky control of the spell,” Midnight told him frustrated.

“It's fun to watch though,” Wind said grinning.

Midnight grinned despite herself. “It's more fun if you're closer.”

“Oh no, I'm perfectly fine watching from here thanks.”

“You giving up for today then?” Copper asked and Midnight nodded. “I was thinking. If the problem us just giving the wearer control of the spell, then why don't you try it with a spell that doesn't need anypony controlling it?”

She looked at him. “What do you mean?”

He shrugged. “How about a spell that does something specific and is activated by a gesture or something like that.”

“What kind of spell though? To do what?”

Sky's eyes lit up. “Oh, what if it just made a barrier spell like you use to block the rain but small ones just in front of my eyes, like magic goggles.”

Midnight thought about it a moment. It wouldn't be hard to make such a spell, and if she made it so it were triggered by a gesture like Copper suggested, then it wouldn't need anypony controlling it. “I guess we could try it. But what do you want to activate and deactivate the spell?”

“How 'bout when I open and close my wings?” She suggested, demonstrating as she did.

Midnight nodded and levitated one of the necklaces over to them. “Alright, let's see how this works.” She removed the old enchantment from the necklace, then began trying to devise the new spell. The barrier spell was easy enough, and making the spell triggered by a gesture was simple as well. The tricky part was making sure the mini barriers stayed in position in front of the wearer's eyes.

She was no stranger to complicated spells though and it wasn't long before she had devised a spell she was fairly certain would work. Her horn glowed and she cast the enchantment on the necklace. “Alright, try it.” She said levitating it to Sky.

Sky stood and put the necklace on. Nothing happened, but that was exactly as it should be. “Okay, here goes.” She opened her wings.

A blue glow surrounded the necklace and there was a shimmer in front of Sky's eyes as the barriers formed, but then there was nothing. Sky reached her wings forward and brought them up in front of her eyes. Her feathers bent slightly as they touched the invisible barriers there. “I think it worked.” She said grinning. “Let me try them out.”

Midnight smiled. “Go ahead.”

Sky took off without another moment's hesitation, clearing the treetops in a few beats of her wings; then she began to sky-dance. That was the best way to describe Sky Slice when she flew. They all watched admiring her grace, none more so than Copper who couldn't take his eyes off of her. Finally though she dove back down through the trees and landed effortlessly.

“They work perfectly!” She said grinning as she folded her wings. There was another shimmer in front of her eyes and the glow around the necklace faded as the spell deactivated.

“Great!” Midnight said grinning. “I still want to figure out how to give the wearer control of a spell, but this could definitely be useful!”

“I can think of a few ways to use spells like that,” Copper agreed thoughtfully. “Even earth ponies could use a goggle spell like that one for safety goggles. 'Course, you'd have to make something else trigger the spell, like a key word or phrase, something like that.”

Midnight's grin broadened. She could think of several other spells that would work herself. Even if she never got the spell to work so the pony wearing it could actively control the spell, her experiments would not be fruitless.

They spent the next hour coming up with ideas for enchantments. Several Midnight tested and each one worked perfectly. A couple, including the goggles, they decided to keep. Sky didn't even want to take the goggle making necklace off, and Midnight had enchanted Copper's magnifier with a directed light spell he could activate simply by saying 'light.'

Finally though it was getting late in the afternoon and they headed back to Ponyville together, continuing to talk about new ideas on the way.

“You don't mind if I keep this one, do you?” Sky asked gesturing to the necklace she was still wearing. The necklace itself had been Midnight's.

“Of course not,” Midnight assured her smiling. “It was your idea after all.”

She smiled in thanks.

“You should keep it, that way you never have to hide your pretty eyes.” Coppers said smiling.

Sky looked at him sharply, her eyes narrowing. “And what's that suppose to mean!?”

Copper seemed taken back that she had taken his compliment as sarcasm. “Nothing!” He exclaimed, but it was too late. With a huff, Sky took off, leaving them all behind as she headed home.

Copper stared after her a few moments more then sighed. “Well, I'd better get home too,” he said and with a wave turned down the road that led to his home.

“Later, Copper!” Midnight called after him as she and Wind waved. Then they continued together walking through the town toward Midnight's home on the far side.

“I wish those two would just admit their love for each other and get it over with.” Midnight commented when Copper was out of sight.

They both knew well that Sky had had a crush on Copper for years, though she had always denied it. Things had become awkward for her though when Copper had started to return her feelings. To everypony around them it was clear that they were in love, but no matter what, Sky refused to admit it; even to herself. Instead she'd started taking offense at every little thing Copper said or did. It was as if she were trying to convince herself that she didn't love him.

Wind laughed. “It would make life easier. At least you don't live with one of them.”

“Sky go on another rant about all Copper's supposed flaws?” Midnight asked giggling.

“Two actually,” he answered. “One was over an hour long.”

“An hour? She must be getting creative.”

“Nah, she just kept repeating herself in different ways.”

Midnight shook her head smiling. “Perhaps we should just tell Copper for her.”

“Oh he knows,” Wind said grinning. “He's being patient though and waiting for Sky to realize it herself.”

She smiled. “He's always been a smart stallion. I just hope Sky comes around before he loses patience with her. They would make a good couple.”

“Yeah they would,” Wind agreed smiling as well.

Midnight looked over at him and grinned. “Isn't the brother supposed to be overly protective of his sister?”

He laughed. “Oh I am, Copper is one of the very very few I would accept for Sky.”

“Oh, okay; just making sure,” she said grinning. Then they walked a few moments in silence.

They were passing by the Ponyville branch of Celestia's school for gifted unicorns and Midnight couldn't help but look over at the familiar campus and remember all the time she'd spent in those halls. Though it wasn't in a major city, the branch boasted nearly a third of the total students accepted to Celestia's school. Many of the students from other cities and towns chose to attend at the Ponyville branch simply for the chance of learning from Princess Twilight Sparkle herself; she often taught at the school when she could.

Midnight had graduated from the school early once it became clear that the only ponies that could still teach her anything about magic were Celestia, Luna, and of course Twilight.

“Midnight,” Wind said suddenly breaking the silence. “What was bothering you this morning when Sky and I first found you?” He asked sounding sincerely concerned.

She looked over at him trying to look innocent. “What do you mean?”

He smiled knowingly. “You weren't just thinking. I know you better than that,” he said gently. “What was bothering you?”

Midnight looked at him a moment, then finally sighed. “I've been having Nightmares, that's all.”

He glanced at her. “What about?”

“I don't know, I can't remember them when I wake, not clearly anyway.”

“What do you remember?” he persisted.

She glanced at him and sighed, it would be good to tell somepony, and in truth she wanted to tell him. “There's a lot of suffering... and I'm the one causing it. I'm the villain,” she told him softly, letting the distress the nightmares caused her show.

Suddenly she felt him put his wing around her hugging her gently to his side. “You're not a villain Midnight; you never have been, and you never will be,” He told her softly with such confidence that she felt her own doubts swept away. How could he be wrong?

She leaned her head against his neck. “Thanks, Wind.”

He held her in the gentle embrace as they walked for a time, finally though they were nearing Midnight's home.

“Well I'd better go find Sky and try to get her to calm down,” he said as they reached the path to Midnight's small house. He took his wing off of her turning to face her grinning. “She's probably going to go on another rant.”

“Probably,” Midnight said grinning as well.

He looked at her a moment then used his wing to gently lift her chin to look her in the eyes. “Hey, don't let those dreams bother you. Okay?”

She smiled and nodded. “I'll see you tomorrow?”

“Of course. And I'll have a few new ideas for you to try out.”

“Okay,” she said with a small laugh.

He stepped away then and gave her a wave with his wing. “Good night!” He said then launched himself into the air.

“Good night, Wind...” Midnight said softly though he was already far beyond hearing.

Chapter 3: Cutie Marks

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Midnight Star: The Frozen Empire
By Nebula Star

Part 1: Shadows of the Past
Chapter 3: Cutie Marks

With a gasp Midnight sat straight up in her bed. Her heart was racing, her breathing labored, and she was once again covered in a cold sweat. Laying back she rolled over and with her face in her pillow, she screamed in frustration. It had been a few nights since the last nightmare and she had actually begun to hope that they'd gone away for good. She felt like crying, and with nopony around to see, she saw no reason not to. For several minutes she cried into her pillow.

Finally though she calmed herself and looked over at the clock, only to realize that it was still far too dark to see. So she cast a simple spell lighting the tip of her horn. It was still an hour before sunrise.

She sighed and was just about to put out her horn and try to get some more sleep when something else caught her eye: Black marks on the wall.

Raising her head she looked to see what it was and as she did an icy fear began to creep up her spine. Drawn on the wall in black ink was her cutie mark, twice; once with the center star just outlined, and the other with the center star filled in with the black ink. The drawings were rough, and looked like they'd been done in a hurry. In several places the ink had dripped, running down the wall.

She had security spells on her home though; nopony could have gotten in without her knowing it. The only explanation was that she had done it in her sleep, but what really frightened her was what was written under the drawings of her cutie mark. It was one word: 'Forgotten.'

Midnight stared at the wall feeling almost ill. What did it mean? What had she forgotten? Something about her cutie mark? She glanced back at her thigh. It was exactly the same as it had always been ever since it had first appeared. A cluster of six stars, the large center star silver and the five surrounding stars red. The center star was silver, so why did one of the drawing have the center star filled in black?

Unless they weren't both her cutie mark. Twilight's cutie mark was exactly the same shape as hers, but hers had the center star in magenta. Not black, but certainly darker than silver. So was it her cutie mark and Twilight's? But then what had she forgotten?

She'd always known it was unusual that she and Twilight's cutie marks were identical in everything but color. It was almost unheard of. Even ponies who's cutie marks had the same content representing the same or similar talents; they were still slightly different in some way. But what did it mean that theirs were almost the same?

They had the same talent for magic. Midnight knew that for certain. But even so, their cutie marks shouldn't be identical. At the very least one or two of the stars should be positioned differently. They weren't though. They were exactly the same except for color.

Midnight looked at the drawings on the wall again. 'Forgotten...' Was there some connection between her and Twilight? Something she'd forgotten along with the rest of her past? Did Twilight know? Midnight knew she'd lost all her memories from before Twilight had taken her in. Twilight had told her as much when she'd first waken in the princess's care. Was there something Twilight knew, something about Midnight's past, about who she was that Twilight wasn't telling her? If so, why would she keep it a secret?

Midnight couldn't believe that her mother would keep secrets from her maliciously. If she kept secrets, it would have been to protect her or because she felt Midnight wasn't ready for them yet.

Midnight shook her head, she was jumping to conclusions. There may be some other explanation for this, Twilight may not be keeping any secrets from her... With one last look at the wall she put out her horn and laid her head down. She wouldn't get any more sleep that night though; not with all the questions spinning through her head.


Catching a thermal, Sky Slice effortlessly climbed up above the clouds. She always enjoyed morning flights; the air was so crisp, and the sun so warm. And now, with the enchanted necklace glowing softly around her neck and creating the magic goggles to protect her eyes from the wind, it was even more enjoyable.

She spun as she reached the second level of clouds, tucking her wings in and letting herself begin to fall back down toward the town below. Unfortunately this had the side effect of deactivating the goggle spell.

Closing her eyes she continued to spin, enjoying the feel of free-fall all the same as she plummeted toward the ground. Then when she felt she'd waited long enough, she snapped her wings open and pulled out of the dive just above the rooftops.

She dropped down and began weaving between the houses, only a few feet above the ponies walking along the streets below. Many ducked startled as she sped past but she just grinned. Near the edge of town she pulled up slightly, giving herself some upwards momentum. Then she tucked in her wings, closing her eyes as the spell deactivated again, and going completely vertical, she threw herself into a spin. After several rotations she snapped her wings open ending the spin facing back the way she'd come and stopping herself completely in the air.

She smiled seeing several ponies along the road watching her. She knew she had a reputation for her acrobatics around town, and not in a bad way. There were many around Ponyville that would always stop to watch her when she was flying. She certainly didn't mind the attention.

Looking around she realized she'd stopped just down the road from Midnight's house. That in turn made her remember that she hadn't seen Midnight at all for a few days. They'd thought she must have come down ill or something when she'd never shown up out at the falls. A little concerned, she decided to see what was going on. Landing lightly on the path to Midnight's front door, she knocked and waited to see if Midnight was home.

A moment later the door opened. “Oh, Sky. What are you doing here?” Midnight asked.

At first Sky was almost certain that Midnight had been ill. Her mane, usually elegant and flowing was ragged and unkempt, her coat looked like she hadn't washed in a couple days and her eyes were bloodshot making them more red than normal. Sky smiled. “I was a little worried about you, Midnight. We haven't seen you in days. You alright?”

“Yeah, I'm fine,” she said a little too quickly.

“You don't look fine,” Sky told her honestly. “What have you been up to? We all thought you'd come down ill or something.”

“No, I've just been studying, that's all,” Midnight told her.

Sky gave her a wry grin. “That's some serious studying, Midnight. Maybe you'd better take a break for a bit. Mind if I come in?”

She shrugged and stepped back opening the door for her. The entry room was about as Sky had expected based on Midnight's condition. There were books scattered throughout the room, many in stacks on the floor. She could only imagine that most of them had come from Twilight's library. In addition to the books though, there were also several plates and silverware around the room. Undoubtedly from whatever meals Midnight had had the past few days.

With a sigh, Sky shut the door behind her. “Midnight, sit down; I think we'd better talk.”

Midnight looked at her. “About what?”

“About whatever it is that's bothering you,” Sky told her firmly. Midnight tried to put on an innocent face, but Sky held up a hoof to silence her and then gestured firmly to one of the cushions nearby. She waited for Midnight to sit, then pulled a second cushion over and sat down as well facing her. “Now, what's wrong, Midnight? You never study like this unless something is really troubling you.”

She looked away seeming reluctant to answer, but Sky continued to gaze at her intently until she finally gave in.

“My cutie mark is identical to Twilight's except for color...” She said finally.

Sky raised an eyebrow at that. “Okay, so...” She said not understanding why that would distress Midnight.

“Don't you know how rare that is!?” She levitated over several of the books in the room and Sky saw that they were all studies on cutie marks. Selecting one of the books Midnight flipped open a page. It was clear she was very familiar with the book and knew exactly what page she was looking for. “Everything I've read, everything! Says that no two cutie marks are the same shape. They might depict the same things and be for the same talents, but they are never identical in shape.”

She held the book up for Sky to see and she carefully took it in her wings looking at the page it was open too. There were several comparisons of cutie marks on the page. Two were simply hammers, that looked nearly identical, even in color, but the book pointed out that the angle the hammers were at was slightly different, and the handle of one of the hammers was slightly longer than the other.

Another pair were from a couple of hoofball players, both depicted the ball of the sport and again looked almost identical. But once again the book pointed out that the pattern on the ball was slightly different on one of them, as if the ball were rotated back just a little.

Sky looked up from the book. “Okay so it's rare, but why should that bother you?”

“It's unheard of!” She exclaimed. “In all of recorded history, it's never happened before!”

Dropping the book, Sky reached out her wings and grasped Midnight's shoulders gently. “Midnight, why is this bothering you?” She asked firmly.

Midnight looked down for a few moments and Sky began to wonder if she would answer. “I think there's some kind of connection between Twilight and I... Something she hasn't told me about,” she said finally.

“Some kind of connection?” Sky repeated. “What do you mean?”

“I don't know!” Midnight whimpered. “I know next to nothing about who I was before Twilight took me in. Nopony in Ponyville had ever seen me before. Even my grandparents had never seen me before the first time Twilight took me to visit!” She looked up at Sky, her eyes pleading. “What if I'm not who I think I am? What if... what if I'm not a normal pony? What if I'm some kind of clone?”

Sky snorted, Midnight was letting her imagination get carried away; probably due to a lack of sleep considering the rest of her condition. “Midnight, don't be silly.”

“Twilight's never told me about my family except that they were gone...” She insisted almost rambling. “What if I never had one...”

“Midnight!” Sky almost shouted using her wings to force Midnight to look into her eyes. “Get a hold of yourself!”

Midnight looked into her eyes a moment then finally took a deep breath, seeming to calm down.

“Good, now if this is really bothering you then why don't you just ask Twilight about it. You know she'd never keep secrets from you without good reason. She is your mother after all.”

She looked down. “I... I'm afraid,” she said softly.

Sky snorted. “Well that's a first. Midnight, you have nothing to be afraid of; I'm sure of it. Ask Twilight. If there are secrets, I'm sure she'll tell you if you let her know it's troubling you.”

“That's what I'm afraid of,” she said softly; “that there are secrets... and what they might be.”

“I'm sure it's not as bad as you're imagining, Midnight,” Sky assured her. “But you'll never know unless you ask.”

She looked down and reluctantly nodded.

“You'll talk to Twilight then?” Sky asked to get her to commit.

“Yeah, I will...” Midnight agreed finally.

“Good, but before you do, there's something else you should do first,” Sky told her.

“What's that?” Midnight asked looking up.

She grinned. “Take a bath! Twilight would have a heart attack if you showed up at the library in your condition!”

Midnight blushed looking down at herself. “I guess you're right...”


That evening Midnight paused for a few moments just down the road from the library. She was still nervous. She knew there were secrets about her past. Despite Sky's assurances, Midnight feared what those secrets might be. She almost didn't want to find out; but she knew that if she didn't ask it would torment her for weeks to come.

She sighed and looked up at the familiar tree-house library that had been her home for over ten years. She'd grown up, lived and played within those walls and never cared how she'd come to be there. She'd had a wonderful family: Twilight, Spike, and even Owlicious were all important parts of it. She'd never worried about the family she'd lost, she didn't remember them. But now she worried they may not have existed at all... She had to know; she had to be sure of who she was, and what she was.

Taking a deep breath, she headed down the road. For better or worse, she had to know.

Two of Twilight's guards were of course nearby. Though as Twilight had insisted, they weren't in armor and tried to act casual, watching the library from a distance. Everypony in town knew who they were, though. Midnight waved at them as she approached the library door and got a wave in return, then she knocked on the door.

It was Spike who answered. “Oh hey, Midnight!”

Midnight smiled down at him. Spike was the one constant in all the years she'd been growing up. He had grown in the eleven years Midnight had known him, but only a little; barely enough to be noticed. Twilight had discovered that Dragon growth, when not spurred by greed, was exceptionally slow. It took a dragon centuries to grow into adulthood if they didn't give into their greed. For that reason very few dragons ever had held out and reached maturity at the natural rate. When Spike had found out, he'd become determined to be one of the few, even if it meant it would be years before he could be considered anything but a hatchling.

“Hey, Spike. Mom home?” Midnight asked though she could sense Twilight inside.

“Yeah, she's here,” he said opening the door to let Midnight in.

Midnight stepped inside and looked around smiling as the many happy memories she had of the Library came flooding back. She'd been glad to move into her own place, but that didn't mean she didn't miss the library at times.

Twilight was sitting at her desk with a quill held in her magic and a stack of papers in front of her, but she looked back over her shoulder when she heard the door shut.

“Midnight!” She said happily and put down her quill as she got up to give her daughter a hug. Midnight gladly returned it. “What brings you here this evening?” She asked as she stepped back again.

“I need to talk to you,” Midnight said softly.

“Oh,” She glanced over her shoulder at the desk. “I'm sorry Midnight, can it wait? I'm in the middle of reviewing some important research documents...”

Midnight looked up at her sadly. “I haven't been sleeping...”

Twilight looked at her concerned. “Is it the nightmares?”

She shook her head. “Not exactly.”

Twilight looked at her a few moments more seeing the distress Midnight was in and then slowly nodded. “Okay,” she said softly, deciding that her daughter was more important that a hoof-full of documents. Then she nodded toward the stairs. “Let's go to the bedroom, so we can talk without being disturbed.”

Midnight nodded in agreement then followed Twilight up to her bedroom. For the first couple years she was living at the library as a filly, she'd had a small basket bed like Spike's and had stayed in the bedroom as well. Because of that, it had always been a place of comfort for her.

With her growth as an alicorn, Twilight had been forced to get a larger bed, but otherwise the room was almost unchanged. Midnight smiled as she looked around at the familiar setting. Then taking one of the cushions, she sat down as Twilight did the same.

“So, what is it you want to talk about?” She asked gently.

Midnight looked down for a moment, it would be best to get strait to the point. “Why are our cutie marks the same?”

Twilight looked surprised and Midnight thought she saw a shadow of worry cross her expression. She took a moment to collect her thoughts before she spoke. “Spike told me you'd borrowed quite a few books about cutie marks. I take it you've been doing some research?”

Midnight nodded. “Everything I've read says that they're never the same shape, not exactly. They sometimes can be the same color, but never the same shape... But ours are exactly the same, only the color is different. That's not suppose to happen, and I can't help but think that there's some connection between us, something you've never told me.”

Twilight took a deep breath and let it out slowly. “Midnight...”

“That's not all!” Midnight interrupted. “Nopony had ever seen me before you took me in. Not here in Ponyville, not your friends, not even grandma and grandpa. You told me we had been like sisters before, but how could we have been that close and everypony else close to you not even know about me?”

Twilight reached out her wings and embraced Midnight to stop her. “Midnight,” she said softly, holding her gently in her wings. “This is something I've considered telling you many times, but I wasn't sure if you were ready.”

Midnight felt herself trembling as Twilight's words confirmed that she had kept secrets from her. She had almost hoped she was wrong. “What is it?” She breathed, afraid of what the answer would be.

Twilight gently pushed her back and looked her in the eyes. “Are you sure you want to know? Some of this may not be easy for you to hear,” she warned looking concerned.

Taking a deep breath to gather her resolve, Midnight nodded.

Seeing her daughter's desire to know, Twilight slowly nodded. “Alright then,” she said softly then took a few moments to collect her thoughts while Midnight waited with growing anxiety.

“You remember what I told you when you first woke up?” She finally began.

Midnight nodded. “You said that you'd saved me from a powerful evil spirit and that what you had to do to save me had erased my memories.” She looked up at Twilight expecting her to say it was a lie.

“That was the truth, Midnight,” she said then held up a hoof when Midnight was about to object. “But it wasn't the whole truth.”

Then Midnight understood. “What didn't you tell me?”

Twilight took a deep breath. “When I saved you, I didn't just save you from the evil spirit. I also saved you from another world as well.”

“Another world!?” Midnight repeated confused. “What do you mean another world?”

Twilight held up a wing, and Midnight fell silent waiting. “Eleven years ago, I came across a theory that there's not just one world; one reality; but infinite worlds, each different in some way,” she explained and Midnight couldn't help but be intrigued by the idea. “I decided to investigate the theory and tried to devise a spell that would let me see these other worlds. And it worked,” Twilight went on. “I saw countless worlds and many variations of Equestria, where history had played out differently than in this world.”

“And I'm from one of those other worlds!?”

Twilight nodded. “I was a little too enthusiastic and kept the spell going far longer than I probably should have. I lost control of the spell and before I could stop it, the spell had somehow brought you, as well as an evil spirit into this world. The evil spirit then possessed me and tried to take over Equestria, but with the help of my friends, I was able to break free and defeat the spirit. And in the process, I saved you as well.”

Midnight looked down as her mind processed what Twilight had said. She was from another world, and Twilight had brought her here to this Equestria on accident. “But that still doesn't explain why our cutie marks are the same.” Midnight said looking up again.

Twilight nodded. “There's one other thing I didn't tell you about when my friends and I saved you,” she explained. “Your memory loss wasn't the only side effect, the spell also reduced you in age.”

She looked up sharply. “Reduced my age!?”

“You were the same age as me,” Twilight told her softly.

“But...” Midnight looked down again as she put together the pieces. “If I was the same age as you, and I'm from an alternate world... and we have almost the same cutie mark...”

“That's right,” Twilight said softly, seeing Midnight was figuring it out. “You were that world's version of me.”

Midnight's breathing was irregular, almost panicked. “But, if I'm another version of you, then is my name...”

“No,” Twilight cut her off gently. “Your name has always been Midnight Star. The worlds I saw varied a great deal, and the many versions of me, of us, varied as well. Sometimes they'd have the same names and appearance, but many had different names and colors. The only real constant was that they all had the same talent and of coarse, the same shape cutie mark. We're different versions of each other Midnight, we're not the same,” Twilight told her smiling reassuringly. “You've proven that often enough.”

Midnight looked up and slowly smiled, but then another thought occurred to her. “But if I'm from this other world, then does that mean... could my real family still be alive there?”

Twilight sadly shook her head. “No.”

“How do you know?”

“Because you told me,” Twilight said gently. “Before all the chaos with the evil spirit.”

Midnight looked down sadly. “I see...” For a time she sat staring at the floor taking in all that she had learned. It wasn't as bad as she had feared, but it was still a shock to learn where she'd come from. That she'd once been older and another version of Twilight.

Then she felt Twilight move closer and wrap her wings around her in a comforting embrace. “I know this must be hard for you to take in,” She whispered softly. “That's why I never told you before; I just wasn't sure if you were ready. I didn't want to burden you.”

Midnight put her hooves around Twilight returning the embrace. “Thanks for telling me.”

Twilight gave her a gentle squeeze. “You going to be alright?”

She nodded against Twilight's shoulder. “Yeah, I think so... Is it alright, if I still just call you mom?” She asked softly, fearing that knowing the secret now would change their relationship.

Twilight sniffed, tears coming to her eyes. “Of course, you will always be my daughter, Midnight,” she said with conviction. “I will always love you.”

Midnight felt tears coming to her own eyes as well, but she didn't care. “I'll always love you too, mom,” she said softly, and at that moment she knew; it didn't matter where she was from. This was her home now and forever, because this was where her family was.

Chapter 4: An Idea

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Midnight Star: The Frozen Empire
By Nebula Star

Part 1: Shadows of the Past
Chapter 4: An Idea

“Midnight? Hello, Midnight?”

With a start, Midnight looked up at Wind as he waved a wing in front of her. “Sorry,” she said realizing she had completely zoned out.

“You alright?” Wind asked. “You've been out of it all day.”

She grinned self-consciously. “Sorry, I just, there's a lot on my mind.”

The four of them were at the falls again. Midnight hadn't wanted to work on the enchantment this time, she had too many other things on her mind to concentrate on a complex spell. So instead she was just relaxing by the pool with Copper thinking and watching him work on his latest project. It was some kind of tool he was making for somepony, but she hadn't been paying enough attention to figure out what it was for. Meanwhile Wind and Sky had been flying above and through the trees. She hadn't noticed them land.

Sky was looking at her seeming concerned, finally she stepped forward. “Midnight, Did you talk to Twilight?” She asked softly.

Midnight nodded solemnly. “That's why I have a lot to think about...”

Wind looked back and forth between them, realizing he was missing something. “Talk to Twilight about what?”

“Where I came from...” Midnight told him softly. “Before she took me in.”

His eyes widened in surprise. “Did she tell you?”

Midnight nodded again.

“Do you not want to talk about it?” Sky asked noticing how quiet Midnight was being.

“Not right now,” she said, thankful for Sky's insight and understanding. In truth she wasn't sure if she ever wanted to tell her friends where she was from. She was afraid of how they might react to finding out that she's from another world; that she's another version of Twilight.

Wind looked at her seeming concerned a moment more then reached out and touched her shoulder with his wing. “Well, try to cheer up, okay?”

Midnight gave him a smile. “I'll be alright, it's just a lot to think about.”

He nodded that he understood then laid down next to her to rest and Midnight realized his coat had a sheen of sweat.

“What were you doing?” Midnight asked raising an eyebrow at him realizing he had to have been pushing himself pretty hard to work up such a lather. “I didn't hear any rainbooms.”

“He was trying to keep up with me through the trees,” Sky said with a grin as she laid down as well next to Copper; across from Wind and Midnight.

Midnight had to fight herself not to look surprised that Sky would lay by Copper's side. She probably hadn't even thought about it and Midnight had no intention of calling attention to her choice.

Wind trying to match Sky's agility through the trees though, that would explain his exhaustion. He didn't have half the agility his sister had.

Midnight looked over at him grinning. “You really need to work on that.”

He grunted. “Why do you think I've been chasing Sky all morning!”

All three of them laughed at his frustration and he just glared at them though it was clear he was fighting himself not to smile as well.

“Oh, before I forget again, Midnight, do you think you could change the goggle spell on this to activate some other way? I realized yesterday that I often close my wings when I'm doing more complex maneuvers.” Sky said taking off the enchanted necklace and holding it out to her.

“Oh; yeah I guess you do, don't you.” Midnight smiled and took the necklace in her magic. “What do you want to activate it instead?”

“Um, how about just when I say 'goggles on'?” She suggested.

“And 'goggles off' to deactivate?”

She nodded.

“Okay, give me a sec.” Midnight set the necklace down in front of her and first of all, removed the original enchantment. She remembered it well enough that it wasn't hard to design another spell that activated by spoken words instead of a gesture. She cast the revised enchantment and felt it sink into the necklace, then levitated it back to Sky. “There you go, It should only activate or deactivate for whoever's wearing the necklace so nopony else can turn them off on you.”

“Perfect,” Sky said happily, putting the necklace back on. “Goggles on... goggles off.” They all saw the necklace glow and the shimmer in front of her eyes as she tested the new spell. “That'll work great. Thanks, Midnight,” she said satisfied that the new spell was working and Midnight smiled, glad Sky found her work so useful.

She had had a lot on her mind since talking to Twilight, but the more she thought about it, the less the truth of where she was from was really bothering her. She was glad Twilight had brought her here, even if it was an accident. Here she had a wonderful family, great friends, and a bright future. So what if she was another version of Twilight, they weren't the same pony. If anything they were as Twilight had told her when she'd first waken up, like sisters. They had their similarities, but they had their differences too. She'd grown up in Twilight's care though, so while they may have been like sisters before, now, Twilight would always be her mother.

The only thing that worried her about her origin now was what her friends, or anypony else, would think if the truth ever got out. Her friends probably wouldn't care, at least she hoped they wouldn't. She wasn't certain enough however to want to risk finding out. Not just yet.

There was one other thing that was bothering her though: It had been waking from one of her nightmares when she'd found the drawings on the wall. The drawings scared her. She had to have been the one to do them, but that meant she'd done them in her sleep, while she was dreaming. The drawings had led her to the truth of her past, did that mean there was truth to the nightmares as well.

Twilight had said that the evil spirit she'd saved Midnight from had come from her world as well. Could the suffering in her nightmares be her world? If so, then why did it always seem she was the one causing the suffering? If the evil spirit had caused suffering in her world, wouldn't she have been a victim?


She looked up realizing she had zoned out again. Sky was looking at her, her eyes full of concern. “Are you sure you're alright?”

“Yes,” she assured her. “I just...” She trailed off, not knowing how she could explain without telling them.

“You know,” Copper said suddenly. “When I have something bothering me, I find it helps if find something to distract myself for a while. Usually by the time I think about it again, I find it's not as big of a deal as I'd been making it out to be.”

Midnight looked over at him, perhaps distracting herself with something else was exactly what she needed. “What do you do to distract yourself.”

He shrugged. “Me, I usually make something for somepony. A gift; something to help them out,” he told her then gestured to the necklace Sky was wearing. “You have you're new enchantment spell, why don't you use it to make something special for somepony?”

“Like what?” Midnight asked.

“I don't know; think of somepony that has a problem, then try to find a way to fix it for them.” He smiled. “Trust me, nothing feels better than doing something special for somepony to help them out.”

It was an idea; it would be nice if she could distract herself from thoughts of her past or the nightmares for a while, but what could she do? Who did she know that had a problem that she could fix with magic? It would have to be a simple spell, something that didn't require the pony to control it. It would also have to be for a pegasus or earth pony; a unicorn could just use their own magic after all. But what could she do? Most of what they'd thought of were simple if useful tools like the goggles or the light spell on Copper's magnifier. They were nice conveniences, but not really anything special.

“I'll have to think about it,” she said finally.

“Well, while you do that, I'm going to go for another flight!” Sky said getting to her hooves again. She clearly hadn't been as exhausted as her brother after their earlier exercise. “You going to join me, Wind?”

He just snorted and shook his head.

Sky grinned. “Goggles on,” she said to activate the spell on her necklace, Then she launched herself without a moment's hesitation and was soon indulging in some playful acrobatics above the trees.

Midnight smiled as she and the others watched her. Any pegasi would certainly like the goggles spell. Most didn't bother with protective eye-wear for typical day to day flying, but if it were as simple as saying a couple words to protect their eyes from the wind... Well, she didn't doubt that every pegasi in town would want her to make them such enchanted items once word of her spell got out. Though the stallions would likely want something other than a necklace.

She grinned imagining Wind wearing a necklace, and a gown for good measure.

Something that simple wasn't special enough though... it had to be something for somepony specifically. Who did she know, pegasi or earth pony, that had a unique problem. A problem that she could fix with magic.

Midnight looked up again as Sky started into a corkscrew high above, folding her wings momentarily as she was upside down then snapping them open again ending the maneuver in an impossibly sharp turn. She sighed watching her friend effortlessly conquer the sky. She couldn't help but feel envious of the pegasi. Flight alone was almost enough to make her want to become an alicorn like Twilight. It was a privilege that all pegasi enjoyed... all but one.

Midnight's eyes widened as an idea came to her. “Scootaloo...” She whispered softly.

“What was that?” Wind asked looking over at her.

She didn't answer, she was too deep in thought as the idea that had just occurred to her took shape. She grinned. “I have an idea, but I need to make sure it will work first!” She told them at last getting to her hooves.

“You going back to town then?” Copper asked.

She nodded. “I need to do some research, ask some questions.”

“What's your idea?” Wind asked sounding curious.

Midnight just grinned. “You'll see. Let me make sure it will work first, then I'll probably need you or Sky to help me test it,” she said then she gave them a wink. “See you later.” And with that there was a flash from her horn, and she teleported herself directly back to the edge of town. She wanted to get started on her idea as soon as possible, but she did have to make sure it would work first.

To find out what she needed to know, she could of course just ask Scootaloo, but she wanted it to be a surprise. She'd have to ask somepony else who would know and she could only think of one that might. Unfortunately it was the one pony she had never gotten along with very well, that had always seemed to dislike her: Rainbow Dash.

Midnight didn't know what Rainbow held against her, but the famous pegasus had never cared for her. She wasn't openly hateful toward her, nothing like that. She was just always so cold, as if she were tolerating Midnight, but had no desire to be her friend.

Midnight tried not to let it bother her, but being so disliked by one of her Mother's closest friends wasn't easy to just shrug off. Rainbow was the one that would have the answers she needed though, so with determination she went to seek out the Wonderbolts' Captain.

Rainbow had fulfilled her life long dream of joining the Wonderbolts the year after Midnight had first come to live in Ponyville. Being based in Cloudsdale, only a short flight away for Rainbow, she had chosen to continue living in Ponyville, though she did travel with the team quite often.

Then, after nearly six years on the team, she had become Captain when Spitfire had retired, naming Rainbow as her successor. There had been some grumbling among the more senior members of the team at the decision, but in the four years since she'd managed to prove herself as a capable leader.

Even with the responsibilities of running the famous flight team, Rainbow had continued to live in Ponyville for several reasons, not the least of which was to stay near her friends.

Just because she still lived in Ponyville however, did not mean that she was in town at the moment, nor did it mean she would be easy to find even if she was in town. The only thing Midnight had in her favor was that she knew for a fact that the Wonderbolts didn't have any shows scheduled for over a month and they normally trained in the mornings.

After asking around, she found several ponies that had seen Rainbow in town earlier but as to where she was now, they had no idea. Finally though she ran into Pinkie Pie and she'd told Midnight that Rainbow was on the north edge of town doing some 'super stupendous tricks'.

She hurried through the town hoping that Rainbow was still there. She didn't see any sign of her though as she reached the open fields on the edge of town. She did however find another unicorn she knew well and who might be able to help.

“Hey Valor!” She called as she approached.

He turned at the sound of his name and smiled, “Hey there, Midnight.”

Captain of the royal guard, Valor Spellbound was in fact the captain over Twilight's personal guard and had been for over two years. When Midnight had first met him he'd been extremely formal and disciplined, especially around her and Twilight. Since then however he'd loosened up and proven to be just what Twilight wanted for the captain of her guard. He rarely wore his armor anymore except at formal events and had learned to keep a casual demeanor the rest of the time.

With a sleek strength he'd gained from years training in the royal guard, he was a handsome unicorn. His coat, blue grey in color was complimented well by his mane and tail that were various shades of red; both of which he'd let grow out longer in recent months, giving him a more carefree appearance that matched his change in attitude. His eyes though were a deep blue, contrasting sharply with his mane and tail.

His talent was in the use and development of combat magic which had made him invaluable as a royal guard and was part of the reason Twilight had requested him to be captain of her personal guard.

“What brings you out here?” He asked, smiling.

“I was actually looking for Rainbow,” Midnight told him. “Is she around?”

He laughed. “Midnight, you should know by now where to look for Rainbow,” he said grinning then nodded skyward.

Midnight looked up and finally spotted Rainbow. She was just a blur as she zipped across the sky, leaving a multicolored contrail in her wake. “I didn't see her when I was walking up...” Midnight told Valor glad to have found Rainbow.

“They didn't have training today, but Rainbow wanted to get in some high-speed exercises anyway,” Valor explained. “Did you need to talk to her?”

She nodded. “I have a question and I think she's the only one who might be able to answer.”

“Alright, I'll get her for you...” Valor said, grinning. Then he turned and walked out a little ways into the field looking up as Rainbow was making another pass. Just as she was passing over Valor though, his horn glowed and Rainbow let out a yelp as she was dragged to a stop and then yanked downward by Valor's Magic. Just before she reached the ground he slowed her decent and set her down firmly but without injury.

Rainbow rounded on him as soon as he'd released her from his magic and lunged at him. “Don't... do... that!” She shouted pounding his shoulder with each word. He just took it grinning as she clearly wasn't trying to hurt him, just like she really didn't want him to stop. Then she grinned as well, looking into his eyes, and they kissed.

Midnight blushed and looked away it was such a passionate kiss. She didn't say anything though; they were married after all.

It had been a surprise to everypony when Rainbow had announced three years ago that she was getting married. Even more surprising to her friends was who she was marrying. They'd all met Valor by then, but they'd had no idea that he and Rainbow were in any kind of relationship. They'd seemed so different at the time. Valor, a strict and disciplined captain of the guard, and Rainbow, the carefree and often reckless new captain of the Wonderbolts.

Midnight knew that they'd first met when Rainbow had gone for basic training. The Wonderbolts were after all part of the guard, and so any new recruits had to go through basic training, no exceptions. Valor, then a lieutenant, had been in charge of the group of recruits that Rainbow had been in. Many would have given up on Rainbow's lazy and insubordinate attitude and sent her home, but Valor hadn't. He'd taken it upon himself to teach Rainbow discipline, and she'd hated him for it.

Other than that they didn't meet again until years later, only Rainbow and Valor really knew how they'd come together after that, but one thing was clear to all their friends: They balanced each other. Valor had taught Rainbow the discipline she'd needed to succeed in her dream, and she in turn had taught him to relax at times and have fun.

It had been shortly after their wedding that Twilight had requested Valor to be assigned as the captain of her personal guard. Twilight's way of making sure Rainbow kept living close by; but at the same time, he'd been the best choice of all the captains for what Twilight had wanted.

They'd had to buy a normal home however as Valor, of course, couldn't live in Rainbow's old cloud home. They actually lived just down the road from the Library now.

With both being captains and having a great deal of responsibilities, they often were pulled away from each other, sometimes for days or weeks at a time. It was for that reason that they liked to spend every moment together they could.

Likely also due to their careers, they didn't have any children yet and had given no indication that they were planning to anytime soon.

Rainbow gave Valor one last smile, then jumped down, pulling her hooves from around his neck. “So why the hay did you pull me down this time?” She asked grinning.

Valor nodded over his shoulder. “Midnight wanted to talk to you.”

She glanced past him to Midnight and her smile fell. “Oh...” She said, her voice making it painfully clear she didn't really want to talk to her. She jumped up flying past Valor however and stopping to hover just in front of her. “What is it, Midnight?”

Knowing that Rainbow had no desire for small talk she got right to the point. “I have an idea of something I want to do for Scootaloo, something special, a gift. But I wanted to make sure it would work first. I want it to be a surprise though so I couldn't ask her... and I didn't want to embarrass her.”

“Then maybe you shouldn't be asking,” Rainbow told her bluntly.

Midnight sighed. “It's about her wings, If they were normal sized, are they strong enough to fly?”

Rainbow folded her fore-hooves across her chest continuing to hover in front of Midnight. “Why?”

“Rainbow, please...”

She looked at Midnight a few moments more suspiciously before finally answering. “Her wings themselves are barely smaller than normal, it's her primary feathers that never grew to more than half size.”

“Are they strong enough to fly though? If they were normal sized?” Midnight persisted.

“Scootaloo works her wings harder than any other pegasus I know, including me. I have no doubt they'd be strong enough if they were normal sized,” Rainbow told her finally and Midnight grinned, it would work then. “What are you planning?” Rainbow demanded seeing her grin.

“I'm going to make a very special gift for Scootaloo. Something unique that I think she's going to love. Copper gave me the idea,” She said turning to go.

“Oh no! I am not going to let you rig Scootaloo up with one of Copper's crazy contraptions!” Rainbow objected, cutting her off.

Midnight just laughed at Rainbow's opinion of her friend's inventions. “Don't worry, Rainbow, he gave me the idea, but what I have in mind is far more magical.”

She looked doubtful still, but didn't try to stop her again as Midnight stepped around her. “I'd better not hear about Scootaloo getting hurt!” She called after her.

“I'll test it first, I'd never do anything that could hurt Scootaloo,” Midnight assured her. “Trust me, Rainbow, she's going to love it! But remember, it's suppose to be a surprise, so don't say anything!” Then Midnight hurried off, heading to one of the jewelry shops in town. She wanted this to be special, so she wasn't going to make it out of a cheap simple necklace.


Rainbow watched Midnight as she trotted at a quick pace back into town. She knew she didn't have to worry about Midnight intentionally harming Scootaloo, but experimenting with magic was dangerous... Midnight herself was proof enough of that.

“You know, I've never understood why you don't like Midnight. She is your best friend's daughter after all. Even if she is adopted,” Valor said coming up behind her.

Rainbow landed and turned to see his questioning expression. She never had told him the truth about Midnight, the subject had never come up. Stepping close, she gave him a quick kiss. “I'll tell you later,” she said softly. “It's not something we should discuss in public.” She didn't think Twilight would mind her telling Valor; he was her husband after all, he could be trusted.

He nodded accepting what she was implying; that there were secrets involved. “You going to practice some more, or have you had enough?”

She smiled and turned back toward town. She use to fly everywhere she went. But these days, she'd come to enjoy relaxing walks; with Valor's company anyway. “I think I'm good.”

He fell into step beside her. “You always think you're good, what else is new?” He said with a grin.

She just slapped the back of his head with her wing.

Chapter 5: A World Without Love

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Midnight Star: The Frozen Empire
By Nebula Star

Part 1: Shadows of the Past
Chapter 5: A World Without Love

Sitting in her throne, the empress of Equestria, Midnight Star, looked out through grand windows over the lands in her control. As far as the eye could see and far beyond as well, the world belonged to her. All the ponies, zebras, griffons, even the dragons of the world cowered under her rule; and she hated them all.

Her throne room was stark. Built from black stone, it was open and empty. There was only the raised platform that held her throne, and the enormous pillars behind it. Between the pillars were the windows that gave an unobstructed view of the desolate waste that was Equestria.

An expanse of dead lands surrounded the capitol. Cracked and dry, great fissures ran throughout the land for miles around, smokeless emerald flames often erupting from their depths. Nearer the city, the land had completely broken apart and the pieces were floating and slowly drifting, orbiting the castle. The city was now a collection of buildings, mostly ruins, that floated below, and the castle itself was suspended in the air high above the city by Midnight's chaos magic.

Her castle wasn't the original Canterlot Castle, it had been rebuilt by her slaves after she'd destroyed the original in her battle with Nightmare Moon and Discord, and she'd had them build it in a manner to inspire fear. She knew many of the ponies of Equestria had hoped that with Discord's defeat they would finally be able to rebuild and perhaps make Equestria the paradise that legend said it had once been. But there would be no happiness in Midnight's world; she would no allow it.

The ponies had quickly learned that they had been better off under Discord; for Midnight had no playful nature, no pity, no remorse. She existed to see to it that all ponies suffered. All good things end; that was the lesson she'd learned early on, and it was the lesson she now taught the world.

Not that many hadn't already learned it. She had caused greater suffering, but most had already been in a constant state of unrest and torment when she'd come to power. Most of the lands had been destroyed in the wars centuries past. Very little grew in Equestria, even many of the great forests had withered and died. Those that remained were the only source of food the ponies of Equestria had. But the forests had always been a haven for the monsters and great beasts of the world. The Ponies had to choose; either die slowly of starvation, or risk a sudden death as the meal of some monster in order to live where there was food. Most chose to live in the forests.

Some banded together forming small colonies that would work together to help each other survive. Every time Midnight heard of a colony doing exceptionally well though, she saw to it that the colony failed. She wouldn't kill anypony herself, she rarely killed unless the pony was well loved and their death would cause a great deal of suffering in others. Instead she would destroy their homes and chase them into the forests, scattering them into the wilds and then leaving them to mercy of the monsters.

Only a few colonies did she allow a continued existence, mainly so the population wouldn't die out completely. One of those colonies however was becoming too well established, growing too large. Word was spreading, and ponies from throughout the land were starting to flock to what was beginning to be seen as a safe haven.

It was her own fault. She'd left the colony untouched for far too long; she should have plucked it out like a weed long since. Even if it was the colony where she had grown up...

She heard hoof steps enter a few steps into her throne room behind her but paid it no mind, nopony could harm her.

“Great Empress, there is somepony... someone requesting an audience with you.”

They could however, annoy her.

Midnight clenched her jaw, but otherwise sat in silence a few moments while the slave waited for her response. The fool! He should know better than to interrupt me when I'm thinking! She thought angrily. All her slaves should know by now to always wait for her to speak first. Finally though, it was clear he wasn't going to realize his mistake.

“Send them in,” Midnight said softly, her voice cold. “And then go throw yourself off the highest waterfall.” She had no use for slaves that didn't know when to hold their tongues.

With her back turned to him she couldn't see his reaction, but she could imagine the look on his face by the tremor in his voice. “As you wish, Great Empress.”

Then she heard his hoof-steps leaving the throne room to do as she'd commanded. She had no doubt he would. Everypony new better than to disobey her orders.

A few moments later another set of hoof-steps entered the throne room. These, however were accompanied by an unusual magical aura, the likes of which Midnight had never felt before. It wasn't very strong though, and so no threat to her. She remained silent waiting to see if this visitor was as foolish as her slave. They stopped near the base of the platform though and waited. For several minutes Midnight let the silence drag on, just gazing out the window and giving no indication that she even knew the visitor was there.

Finally she decided she'd waited long enough. “You are either wise, or my slaves warned you not to speak until spoken to. I'm inclined to believe the latter.” She said, then stood from her throne stepping around it to face her visitor. When she did see her however, she raised an eyebrow in surprise. “What pit of Tartarus did you crawl out of?”

It wasn't a pony standing at the foot of her throne; her hide was black and leathery, in some places it looked almost like an insect carapace. Her mane and tail were a sickly looking blue and ragged. She had both a horn and wings like an Alicorn, but her wings were transparent and like an insect's, and her horn was bent and twisted. She was thin and appeared underfed. Her entire body in fact, had a generally unhealthy appearance. Even her hooves looked like they were rotting away with holes that appeared as if something had eaten all the way through them.

Her insult was not lost on the visitor. With some difficulty it seemed, she managed to maintain her composure. “Empress Midnight Star,” She started with obviously forced respect. “I am Queen Chrysalis of the changelings...”

Midnight snorted, cutting her off. “You dare to name yourself a Queen in my presence?” She stepped closer letting her magic fill the air threateningly. Being on a raised platform gave her the advantage of height despite Chrysalis being twice her size. “This world is mine and every living thing in it is under my rule. You are my subject and nothing more unless I say you are.”

The changeling shrank back; even the least attuned magic wielder would be able to feel the amount of magic Midnight was giving off. “Forgive me!” She begged, bowing deeply.

Midnight just sneered at her cowardice. “What do you want?” She demanded, just wanting to be rid of the wretched creature.

“I; I...” she stammered, thrown off by Midnight's rapid shifts in demeanor. She took a deep breath seeming to brace herself. “I came to ask if you would let the ponies of Equestria be for a time, your majesty.” She stumbled over the last as she clearly was not use to speaking to another as her superior.

“What?” Midnight growled as if she couldn't believe what she'd heard.

“Please, give them a chance, they've suffered for so long. They've all but forgotten how to love,” Chrysalis begged.

“And why do you even care?”

She was taken back. “Well, because we changelings, we feed off of love; but there hasn't been enough these past few years. We can eat normal foods when necessary as a supplement, but we still need to feed off of love to survive... we're starving.” She lowered her eyes looking pitiful. It was too bad Midnight was incapable of pity.

Midnight burst out laughing, taking twisted amusement in the changeling's plight. “Oh, I'm so sorry!” She exclaimed mockingly, still laughing. “Did I kill your food?”

Chrysalis looked up at her in disbelief, but Midnight just continued to laugh. “I'm just asking you to let them be; you don't have to do anything.” She pleaded.

“Why should I stop my fun?” Midnight asked as if what she was requesting were completely unreasonable.

“Please, the changelings; they're my family... my children,” she said as if revealing a great secret. “They're starving, many have died already... They're my children, I'll do anything,” She begged, tears coming to her eyes.

Midnight just grinned wickedly down at her. “Why should I care if all your wretched kind starve and die?” She snorted a laugh. “I say good riddance!”

Chrysalis stared up at her trembling with the rage of a mother that would do anything to save her children. She couldn't hold it back. With a cry she leaped into the air and her horn glowed brightly as she cast her most powerful spell.

Midnight looked up at her with contempt as her own horn glowed; a fraction of her power was more than enough to block the changeling's magic. Then she cast a counter-attack that hit Chrysalis with enough force to throw her across the throne room to slam into the wall and then fall to the floor. She laid there gasping for a moment as Midnight slowly crossed the throne room toward her; amused by her foolishness.

As she approached, the changeling's gasping breaths changed to sobs. She was crying, but that only satisfied Midnight further. She heard Midnight's steps approaching and looked up at her, tears falling from her eyes. She wasn't afraid for herself, but for her children; they'd suffered so much already, she feared for their future. “How can you be so cruel?” She whispered, knowing Midnight wasn't going to kill her; she knew Midnight wanted her to suffer.

“The world is cruel, Chrysalis,” Midnight said coldly, standing over her. “All good things end. It is time you accepted that truth.” She turned her back on the changeling then and returned to her throne. “Now get out, and if I ever see your wretched hide again, I will make you watch as I disembowel every one of your remaining offspring.”

She heard the changeling get to her hooves and then slow, uneven steps as she limped toward the door; but then she stopped in the doorway and looked back over her shoulder. “You're a monster,” she said softly, and then she was gone.


With a gasp Midnight woke from the nightmare, her entire body trembling. She'd called her a monster. The changeling queen had called her a monster! Panic began to set in and she started to hyperventilate causing herself to become lightheaded. She put her hooves to her forehead and stayed like that for several long minutes as she tried to get her breathing under control and calm down. “It was just a nightmare,” she told herself softly again and again but to no avail. It had seemed far to real to be just a nightmare.

But if it wasn't... she felt sick thinking of all she had done in the dream. Even if it was the same changeling queen as the one that had attacked Canterlot in this world, she had come to Midnight begging for help. As a mother she'd just wanted to ensure her children's welfare and Midnight had laughed at her suffering, then threatened her children besides. And the slave...

“It was just a nightmare,” she told herself once more, but her voice was as weak and hollow as the words themselves.

How could it be just a nightmare? How could she have dreamed of the changeling queen? She'd heard the story before of course; but she'd never even seen a changeling before, let alone the queen. How could she know what the queen looked like to dream of her? And she was certain that she'd never heard the queen's name before. But if it wasn't just a dream then what was it?

Midnight could only think of one explanation... a memory.

A memory of her past, but not as Twilight had made it out to be. Twilight had made it sound as if she'd been a victim. She'd been brought to this world along with an evil spirit from her world, and Twilight had defeated that spirit, saving her in the process... She wasn't the victim in this memory, if that was what it was; no, she was the villain. Could it be that she wasn't brought with an evil spirit? That she was the evil spirit?

“NO!” She cried in defiance. “It was just a Nightmare!” She told herself; “I'm not evil... I'm not a villain!” Wind's words from the week before came to mind.

'You're not a villain Midnight; you never have been, and you never will be.'

But what if he was wrong... what if she had been a villain?

Rolling over, she buried her face in her pillow and cried. On and on she cried wondering just who she was, and what other horrors had she committed in her past life.


Twilight smiled as she put away the spell-book she'd been working on. It was an instructional text on simple transfiguration spells. The books the school currently used just weren't adequate as far as she was concerned, and so she'd started writing her own to fill the need.

It was Tuesday though, and that meant her afternoon was fully booked and her work on the text would have to wait for another day. Today, she was spending time with her daughter.

Midnight had shown her the enchantment she was working on the last time they'd gotten together and Twilight had been quite impressed. Especially when Midnight had told her of the uses she'd already found for the new technique. She was looking forward to helping Midnight try to figure out how to transfer control of a more complex spell to the wearer. They'd had no luck the week before.

Spike was busy in the kitchen making lunch for when Midnight arrived while Twilight finished cleaning the main room. She'd gotten out a surprising number of books on magic while working on her text, and she'd never been very good at keeping track of where they all belonged.

Midnight didn't show up right at noon like she normally did though, so Twilight had time to finish putting the books away and begin to wonder where Midnight was when there was finally a knock on the door.

Twilight answered it quickly and smiled as she saw it was her daughter at the door.

Midnight had been looking down, but looked up and smiled seeming relieved as she saw Twilight standing there. “Hi, mom.”

She'd smiled and tried to look cheerful, but Twilight immediately knew something was wrong. “Midnight? You look troubled.” She said gently as she let her in.

“I... I've still been having nightmares,” she said softly.

“You want to talk about it?”

Midnight shook her head then looked up and smiled, clearly wanting to just put it out of mind for now. “I brought my things,” she said nodding back to her saddle bags.

Twilight smiled; she was still concerned about Midnight, but she was more than willing to help her daughter forget her troubles for a few hours. “Well Spike's made us some lunch, so let's go eat and then we'll get to work.”

A few hours later it was clear that Midnight was having a hard time putting whatever was troubling her out of mind. Twilight didn't say anything, she really was trying to help distract her daughter from her thoughts; but when Midnight realized that she'd tried the exact same enchantment three times in a row without even the slightest variation, her frustration got the better of her. With a curse she tossed her saddle bags across the room, scattering the necklaces she'd been using to test the enchantments.

“Midnight,” Twilight scolded gently. They were lying side by side on large cushions in the center of the library's main floor.

“I'm sorry, mom,” she moaned. “I just...”

Twilight just reached her wing around Midnight and hugged her reassuringly; then, using her magic she gathered all the scattered necklaces as well as Midnight's saddle bags and began to put them away. As she did though, she saw one of the necklaces was different from the rest. It wasn't a cheap everyday necklace. This one was far nicer and looked fairly expensive.

It was a gold chain attached to a pair of open wings that spread out from a large oval amethyst of an unusually light purple. When worn the amethyst would be in the center of the pony's chest, with the golden wings wrapping up and almost halfway around their neck to where they attached to the chain.

“What's this?” She asked holding up the fine necklace in her magic for Midnight to see.

She looked up, “Oh, that's for a gift I was making...” She said with a sigh. “I haven't had a chance to work on it though.”

“That's a pretty nice gift,” Twilight said putting the necklace in the saddle bags with the others, then gave Midnight a squeeze. “You're always so generous.”

She snorted derisively making Twilight look at her in surprise.

“Midnight, what's wrong?” She asked hoping that she would finally tell her. Instead Midnight looked away, laying her head down in silence. Twilight sighed and pulled her against her side, then gently nuzzled her neck trying to offer whatever comfort she could. “Midnight, I want to help you... why won't you let me?” She asked softly.

For a few minutes there was no answer.

“What was the changeling queen like?” She asked finally and Twilight blinked in surprise.

“The changeling queen? She was vile and cunning. She deceived all of us, even Shining, into believing she was Cadence. Even I didn't realize she was an impostor. I just knew that she was evil. Even once I found the real Cadence and she showed her true self, her plans proved to be too much for us. It was only Shining and Cadence's love for each other that saved us,” Twilight told her. “Why do you ask?”

She didn't answer. “What did she look like? The changeling queen?”

“Well she was... well here;” Why try to explain when she could just show her with a bit of magic. Calling the memory to mind she cast a spell that would project her memory as an image in the air in front of them. “That's her.” She said gesturing to the changeling queen as she taunted them that Twilight had been suspicious of her all along but the rest of them had been too caught up in their wedding planning to realize she was right.

Midnight looked at the vision of the memory with an expression as if she'd just been shown that something she was afraid of was true. Then slowly looked down. “What was her name?”

Twilight let the vision of her memory end. “Her name? She never said, and after Shining and Cadence blasted her and all the changelings halfway across Equestria, we couldn't exactly ask.”

She looked up. “Nopony knows her name?”

Twilight shook her head. “As far as I know. They may not even have names...” She shrugged then watched Midnight for a moment concerned. “Midnight, why the sudden interest in the changeling queen?”

Midnight looked down a moment before finally answering. “I had a nightmare about her...” she said softly.

“You did?”

She nodded. “She looked weaker, underfed, but otherwise she looked exactly the same as your memory. Except I've never seen her before! How could I dream about somepony I've never seen!?”

Twilight stared at Midnight a moment not knowing how to answer as her mind spun with possibilities. Finally though she shook her head. “I don't know, Midnight...” She said softly.

Midnight sniffed then got to her hooves and levitated her saddle bags onto her back. “I need to get home... I'm not feeling well.” She said with tears in her eyes.

Twilight got to her hooves as well hurrying to catch her. “Midnight, please! Tell me what's wrong! Let me help you!”

She shook her head. “I just... need to get home.” She said stepping past Twilight to the door. Twilight watched her tears coming to her own eyes terrified of what she was seeing. Not wanting anypony's help when she was clearly suffering: She'd seen such behavior in Midnight before, long ago.

The door shut and Twilight was left staring at it. There was only one way she could think of that Midnight could have dreamed about the changeling queen. She didn't know if Midnight had ever met her in her own world, but that was the only explanation. And if that were the case, then the nightmare Midnight had had wasn't just a nightmare. After eleven years, somehow it seemed Midnight's memories were coming back.

Twilight didn't know what to do. If Midnight lost control... if she went back to the way she was before. Twilight didn't think she could bear it; and she certainly could never fight her daughter, let alone banish her. She hadn't been able to bring herself to banish her even then. There was nopony else that could even stand a chance against her though.

All she could do was wait, watch, and hope. Hope that Midnight was strong enough now to overcome the horrors of her past.

Chapter 6: The Edge of Madness

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Midnight Star: The Frozen Empire
By Nebula Star

Part 1: Shadows of the Past
Chapter 6: The Edge of Madness

“Oh this is exhilarating!” Midnight said as she stood up on the stone she'd been thrown into. She cast a spell as she did to encrust her body with crystals of fear and hatred to act as armor. With the crystals directly against her coat, she could feel the hatred within them seeping into her. Not that a little more hatred would make a difference in the ocean that already burned within her soul.

She looked up at her opponent, the young alicorn: Twilight Sparkle, whose body she had stolen. She had control of Twilight's body, and yet the princess had been able to extract herself and create a temporary ethereal body even without having ever done anything like it before. Even as they fought, she was learning new magic. “Finally, an opponent that actually poses a threat!”

Twilight created armor for herself as well, though without a physical body she didn't need physical armor. It was likely as ethereal as her body.

Grinning in anticipation, Midnight launched herself at Twilight, horn lighting as she cast several deadly spells at once. Then, they played.

Throughout the chaos that Ponyville had become, Midnight chased Twilight. Her horn was glowing constantly as she cast spell after deadly spell. She meant to kill Twilight, then this immortal body would forever belong to her.

Twilight was not going to go down easy however, and Midnight wouldn't have it any other way. It had been too long since she'd been challenged in battle. The last time had been in her battle with Discord and Nightmare Moon. She'd been younger then, not nearly as powerful as she was now. Luna and Discord in this world had been merely and annoyance, a delay. This was much more fun.

She laughed as Twilight evaded her again and again, She was thrilled when Twilight turned the tables on her, forcing her to run; and when Twilight managed to escape her trap, she was ecstatic. It was too bad it could not last, Twilight was already growing weary.

Seeing her chance, Midnight teleported in front of Twilight; and for a little bit of revenge for earlier, she used her magic to grab Twilight by one of her back legs, flinging her down toward the piece of the road in front of the library where her friends were watching from.

She hit hard, tumbling across the ground a ways before finally skidding to a stop. Midnight watched as all her friends cried out and ran to Twilight's side. They could do nothing to help her though and just stood by watching as she struggled to her hooves. Midnight knew she had won.

Laughing she glided down to land on one of the floating rocks across from them. “You can't win against me, Sparkles!” She cried letting her chaos loose on the world causing the nearby rocks and flames to swirl around her. “This is my world now! This is my realm of chaos!”

Twilight looked worried then, she knew she couldn't win...

Celestia stepped forward and said something to her that Midnight didn't hear. They spoke for a few moments, then Twilight stepped forward with new confidence as her friends gathered around her. Curious Midnight watched as Twilight spoke again, something that sounded like a spell, and she and her friends began to glow.

Midnight tilted her head as she watched, curious what exactly Twilight was up to. They continued to glow brighter, then multicolored ribbons of energy connected them all to Twilight. The glow continued to brighten and Midnight could feel the magic flowing into Twilight. She wasn't worried at first, but as more and more magic continued to flow into Twilight from her friends, she began to have doubts as to whether she could counter this unforeseen spell.

Then Twilight opened her eyes again and Midnight saw they were glowing pure white with the sheer amount of magic she was wielding. Finally the spell ended and the last of the magic fed into Twilight. Without a moment's hesitation, she launched herself into the air.

Midnight launched a volley of deadly bolts at her but she evaded them with ease. Then several spells erupted from her at once, arching toward Midnight. She tried to block the spells, but only managed to catch a couple of them. The rest wrapped around her, locking her in place. The spells were strong; she couldn't break them all quickly enough. Instead she attacked, casting another volley of deadly spells at Twilight as she continued to climb into the air above her.

Reaching the apex of her climb Twilight began to dive at her. With a sneer Midnight cast one final spell using all of her magic and chaos at once, throwing it all at her in one tremendous wave. She momentarily lost sight of Twilight behind her own spell, but then a bolt of energy burst through the wave headed straight toward her. Her eyes widened in fear; she couldn't move, she couldn't block it. The spell slammed into her and she felt pain like she'd never experienced before as she felt her soul being torn from her body, Twilight's body. Such pain, but she knew the worst was yet to come. Twilight wouldn't have mercy after what she'd done to her friends; she'd be banished into darkness for all eternity...

She opened her eyes and found Twilight standing over her. With a cry she lunged at Twilight, knocking her back against the wall and pinning her there. Her horn glowed and a sword materialized by her side. She wouldn't play with her this time, this time she would end it!

“Midnight, please stop!” Twilight cried, tears in her eyes. “It's me... it's Mom.”


Twilight woke with a start, the soft glow of her mane and tail was the only light in the room. It hadn't woken her of course, she'd long since gotten use to the glow. What had woken her wasn't even in the Library. It had come from some distance; a surge of magic, familiar magic.

Raising her head she looked out the window in the direction of Midnight's small home. She couldn't see it from there, but she knew exactly where it was. She could sense her daughter's magic even now; it seemed erratic, almost out of control. Was she having another nightmare?

If so, it was far worse than last time. If Midnight didn't wake soon even some of the less attuned unicorns in town would begin to sense her power. That and if her nightmare caused her to start casting spells in her sleep, she could cause considerable damage to her home and possibly the rest of the town as well.

Twilight waited a few more minutes to see if Midnight's magic would subside. When it didn't though, she decided she'd better go try to wake Midnight herself. Maybe then she'd finally talk to her about the nightmares.

Climbing out of bed she teleported herself out to the street, not wanting to waste any more time. Midnight's out of control magic was getting stronger by the second. Twice more she teleported and she was at Midnight's small house. She knew Midnight had put security spells over her home, but she also knew that she was an exception to those spells.

Going inside she went straight to Midnight's bedroom. What she found made her breath catch. Midnight was lying in her bed, groaning as she writhed the the throws of her nightmare. Her mane and tail had transformed again, but they weren't just flowing energy; they'd become a cloud like Nightmare Moon's had often done, filling the room with an inky blackness strewn with dimly twinkling stars. But worst of all was her cutie mark. The silver star had turned black on the edges and the darkness was shifting spreading inwards, changing into the black star it had once been.

Ducking under the swirling cloud she quickly went to Midnight's side. “Midnight?” She said softly shaking her. “Midnight wake up.”

Midnight shook violently as if she were being attacked but didn't wake.

“Midnight, wake up; it's just a dream!”

Her magic surged again, stronger than ever.

“Wake up! Midnight!”

Her eyes shot open, and she looked up at Twilight; but the look in her eyes was not one of relief. Only anger and hatred were in her eyes.

She lunged at Twilight with surprising strength and Twilight felt herself slammed against the wall. Midnight held her there with one foreleg across her neck. Her horn glowed brightly and a sword materialized in the air next to her. A sword with darkened blue steel and blood red patterns on the blade. A sword Twilight hadn't seen since the night Midnight had almost killed Celestia. And now it was poised, ready to remove her head.

Had she lost her daughter?

“Midnight, please stop!” She cried with tears filling her eyes. She could defend herself easily, but she didn't want to hurt Midnight. She couldn't bring herself to fight her daughter. “It's me... it's Mom.”

Suddenly Midnight's eyes shrank down to points in horror as she came back to herself and realized what she had almost done. Her horn stopped glowing. She hadn't dematerialized her sword however. Without the spell holding it together, it exploded, the force of the explosion throwing her across the room, shattering the mirror, and slamming Twilight back into the wall again as shards of the sword tore into both of them, dissolving into nothing even as they did.

Twilight was dazed for a moment, her head spinning. Finally she raised her head and looked over at Midnight, worried that she had been seriously injured. Her side was speckled with small dark splotches where the shards had sliced into her, but even as she looked Midnight was raising her head as well.

She looked over at Twilight, terror in her eyes, then, with a whimper, she scrambled to her hooves and galloped out of the room.

“Midnight, wait!” Twilight called after her, but she didn't stop. The front door slammed open and Twilight sensed Midnight galloping as quickly as she could toward the far side of town, toward the Everfree forest.

Twilight got to her hooves and ran outside intending to go after her; there was no doubt in her mind that Midnight's memories were coming back. The look in her eyes and the sword were evidence enough of that. Twilight couldn't imagine how Midnight must feel to suddenly remember the horrible things she'd done in the past. She had to be there for her, to help her see that she's not that pony anymore.

Then Twilight stopped in her tracks; Midnight needed to reminded of who she is, not who she was; but Twilight was part of her past memories. Her presence might bring those bad memories to the surface and that was the last thing Midnight needed.

Twilight closed her eyes feeling tears running down her cheeks. Midnight needed to be reminded of who she is now. She needed somepony to remind her of the life she'd led since she was cleansed. She needed somepony that cared about her... She needed her friends.

Opening her eyes again, her horn glowed as she cast a spell she'd rarely used since learning it. Reaching out with the spell she made a connection with a distant mind. She felt the other mind wake as the spell linked their thoughts. “Wind Blade, this is Twilight; come to Midnight's home immediately, she needs you.” She said through the link. As soon as she felt his mind acknowledge the order, she broke the connection. She cast the spell twice more summoning Midnight's other two friends and then waited.

She didn't have to wait long.

“What's going on!?” Wind shouted as he landed at a run just down the path from the house and skidded to a stop in front of her. His eyes widened though when he saw the dark splotches marring her coat. “Twilight, you're...”

“I'm fine,” she told him quickly as Sky landed as well. Last to arrive was Copper, who came at a run, for once without all his tools and gadgets on him.

“Thank you all for coming; Midnight needs you,” Twilight told them.

“Why? Where is she? What's wrong?” Wind asked, clearly concerned.

“She's struggling with the memories of her past life...” Twilight began then shook her head. “There's no time to explain. She needs you, she needs to be reminded of who she is now and all she has.”

“Where is she?”

“She ran out into the forest...”

Just then a flash of light lit up the sky and they all saw a column of magic energy shooting skyward from the Everfree forest.

Twilight looked at it in horror. Midnight's magic was going out of control. “Go! Quickly!” She told them. “If Midnight loses herself to those memories there's no telling what will happen!”

They didn't need anymore encouragement. Wind picked up Copper and with Sky they flew off toward the column of energy. Twilight watched them go, she knew they had no idea who Midnight had been in the past; but she also knew they would be her friends no matter what. They knew who she was now, and that was what mattered to them.


Midnight ran, she just ran. She didn't even realize where she was going. At a full gallop she ran hoping in vain that she could escape the memories, the horrors that were raging through her mind. Finally she collapsed, too exhausted to go another step.

She'd attacked her mother; she'd almost killed her. She'd wanted to kill Twilight!

Covering her face with her hooves she broke down and cried. 'Who am I!?'

Sparkle's precious daughter, it's pathetic how weak you've become! Blubbering like a foal over a few memories!

Midnight jolted in surprise. The voice had come from in her head. “Who...?”

Don't try to deny it, you know very well who I am! The voice cut her off. You've always known, ever since the nightmares began!

“No...” Midnight whimpered she didn't want to believe it, despite all the memories spinning through her head she didn't want to believe that she was that monster.

I am you! The real you! The voice of her past declared.

“No, I'm Midnight Star,” she whimpered back. “The daughter of Twilight Sparkle. I'd never hurt anypony. I love to help others. I love to learn new things, to develop new spells...”

You can deny it all you want, it won't change the truth! You are a monster!


Countless have suffered and died under your rule! Ponies trembled at the very sound of your name!


You betrayed Twilight, took her body, tortured her friends, and tried to murder Celestia. And then you tried to murder her as well!

“NO!” Midnight screamed as all the memories came flooding back and the chaos and torment of her past erupted within her. She couldn't control it; it exploded outwards cracking the ground around her and swirling up into the night sky as a column of emerald flames.

You cannot deny the truth! The voice shouted over her protests. Twilight lied to you! She's been lying to you your entire life!

“She only wanted to protect me,” she reasoned.

She wanted to control you! To keep you docile and weak! She doesn't love you! How could she, after all you've done?

Tears filled Midnight's eyes as doubt began to tear at her heart. Could the voice be right? Had Twilight only taken her in so that she could make sure she never became a threat again? She teetered on the edge, anger, hatred, and madness waiting should she fall. She struggled to hold on to her sanity while the storm of her past memories threatened to push her over. She grasped at her memories, her good memories, those of the past eleven years. Were they lies? Was it all just to keep her under control? “No! It can't be. She could have banished me but she didn't! She chose to take me in!”

She knew that being banished wouldn't stop me! She knew that I would find a way to escape. She had no choice!

Midnight shook her head thinking of all those years growing up in the library. “No, she's my mother! She loves me! I know she does!”

It doesn't matter anyway! You don't deserve to be loved! You don't deserve to be happy!

Midnight couldn't dispute that; she cried knowing all too well now how true it was. She didn't deserve a happy life; she didn't deserve anything but a slow and painful death. She'd caused too much pain, too much suffering. The memories made that clear. Countless had died because of her; nothing could wash those terrible crimes from her soul.


She was barely aware of Wind calling her name as he landed nearby with Copper and Sky. The turmoil of her mind was far too great.

Your precious friends... They will only bring you pain in the end. They will leave you or they will die and all you'll be left with is pain! All good things end!

“That's not true!”

It would be best just to get rid of them now; you don't deserve them anyway! You don't deserve a happy life, not after all you've done!

Midnight closed her eyes trying to maintain control of herself thinking of her friends, of all the good times they'd had together; all the good things they'd done. She thought of all that they'd done for her and all that she'd done for them. As she did, the chaos around her began to subside. Wind, Sky, and Copper; they'd always been there for her since they were all in school together. Even now, they'd come to find her, wanting to help her.

They wouldn't if they knew the truth about you!

She shook her head in denial. “No... NO!” She shouted at the voice then pushed herself to her hooves as the chaos around her died completely. She'd just realized how her friends would have known to come find her; Twilight must have sent them. Despite her own injuries, she was worried about Midnight, and knew her well enough to send her exactly what she needed. That was proof enough for her that Twilight loved her.

“I know I've done horrible things! I know I don't deserve this life! But Twilight gave it to me all the same! She gave me a second chance! And I am not going to turn my back on her now! I am not going to just throw away the happiness I've been given!” She shouted at the voice then raising her head high she declared; “I CHOOSE HARMONY!”

At that moment she understood like never before all that Twilight had tried to teach her about friendship, about harmony. Because she knew chaos and had suffered its wrath, she understood harmony and knew its value, knew it was what she wanted. She wanted it with all her heart.

Magical auras suddenly surrounded her and her three friends as her heart's pure desire for harmony called forth the power of the Elements. Then three beams of light shot upwards from her friends arching toward her. They all converged on her at once and she felt magic like she'd never felt before swirling around her. She didn't know what was happening but she wasn't afraid. It was the Elements of Harmony after all; and with their power came such a sense of peace and comfort that all her troubles were washed away in an instant.

She became magic, her body seemed to vanish leaving nothing but her consciousness floating a midst the magic of the Elements of Harmony. Then another body formed around her; one that felt different but at the same time familiar. She felt her hooves on the ground again and with a final flash of light the magic faded from the forest, leaving it calm, truly at peace.

Perhaps the harmony in you is stronger than I thought, daughter of Sparkles. But is it strong enough? We shall see... The voice of her past said as it faded away. Midnight didn't care, in that moment she was sure the harmony in her heart was strong enough for anything that may come.

“Midnight?” Wind said softly, clearly wondering what had just happened.

Slowly, Midnight opened her eyes. She knew what was different about her body; she'd had a body like this once before. With a smile, she opened her own wings for the first time.

She saw their stunned expressions as they realized what had happened. Like Twilight before her, Midnight had become an alicorn. She smiled looking at each of them in turn. “Thank you,” she said softly. “For always being there for me.”

“Midnight...” Wind gasped, stepping forward. He looked at her wings again, but then looked up into her eyes. “What's going on? What was all that you were saying? That you don't deserve this life!?”

“Twilight said you were struggling with memories of your past?” Sky added sounding concerned.

Midnight nodded sadly. “Yes... you all deserve to know the truth of who I am,” she said softly then looked up at them and smiled. “So that you can understand just how much you've done for me.”

“What do you mean?” Wind asked.

“I'll tell you everything,” she told them then took a deep breath knowing there was a lot to tell. “But, why don't we go to the falls. I'll tell you there.”

Wind looked back at Sky and Copper and they both shrugged. “Alright.” He said shrugging as well. “I just want to know what's going on.”

Midnight stepped forward toward him, reaching out one wing to gently touch his cheek. “I'll tell you everything,” she repeated softly with a smile.

He slowly smiled as well, seeing that she was alright now.

She gave his cheek a pat, then stretched her wings. The sky was just starting to lighten with the coming sunrise, there was just enough light now. “If you get Copper, it will be faster to fly.”

He raised an eyebrow at that. “You just got your wings...”

Midnight grinned. “I've had wings before,” she told him simply, giving him a wink. Then she launched herself into the air quickly climbing above the trees. “And I may not be an expert, but I do remember how to use them!” She called back.

Wind was clearly surprised, but soon recovered from the shock and picked up Copper again to follow, though Copper wasn't too thrilled. He'd let Wind carry him when he had to, but hanging by his fore-hooves wasn't exactly his favorite way to travel.

It wasn't far to the falls though and Midnight glided down to land easily by the small pool. She laid down near the water's edge and gestured for her friends to do the same. “You better get comfortable, this will take some time to explain.”

Wind, Sky and Copper laid down side by side facing her. It was clear they wanted to know the truth of what had happened.

Midnight smiled, she was worried about what they would think still, at the same time though, she knew they deserved to know the truth. But how to begin...

“Do you remember the incident eleven years ago, just before we met; where Twilight was possessed by a powerful evil spirit that tried to destroy Equestria?” She asked finally.

“I remember that,” Sky said nodding. “Twilight said that it was her own fault, that's she'd accidentally brought the spirit to our world. A lot of ponies were mad at her about that.”

“Yeah,” Copper agreed. “My mom was going on for weeks about reckless magic experiments.”

Midnight took a deep breath bracing herself. “That evil spirit... was me.”

“What?” Wind gasped while the other two's eyes went wide.

“I was the one that took over Twilight's body; I was the one that attacked all of Twilight's friends; I was the one that engulfed Ponyville in chaos; and I was the one that tried to murder princess Celestia as well as Twilight herself.”

The silence that followed was painfully tense as she waited for her friends' reactions. Finally she couldn't take it anymore. She stood up and turned taking a few steps away. “I'm not from this world;” she told them. “I came from another Equestria, an alternate universe.

“What Twilight told everypony was true; she brought me here on accident. She'd developed a spell that would let her see visions of the infinite worlds, but she got carried away and exhausted herself. She lost control of the spell and somehow it pulled me out of my world and into her; merging us.”

Midnight began pacing as her friends continued to listen in silence. “My world, it was a nightmare; Discord and Nightmare Moon had ruled over Equestria for centuries. I grew up in a colony deep in the forest. The monsters weren't as bad as living under Discord, but life was still hard... I was orphaned at six, and there was nopony to take me in. I grew up on my own after that.

“I lost so many, so many friends...” She paused a moment then, there were tears in her eyes... how long had it been since she'd let herself show the emotions of those memories. “Considering all that I went through, it's not surprising that my heart turned to bitterness and hatred. Eventually the pain drove me mad.

“But in my madness I found my strength. I discovered my talent for magic, and from that point on I spent every waking moment developing my abilities. Finally, when I was strong enough, I challenged and defeated both Discord and Nightmare Moon.”

She expected a surprised reaction, or perhaps at least one of them to snort in disbelief, but they all just continued to listen. “Then I took their place... I ruled over that world for three years, causing even greater suffering than they had ever known before.” She shook her head. “I was such a Tyrant. I can only imagine how they celebrated when they found I had died there... My body in that world couldn't have lived on without my soul after all.”

With a sigh she began pacing again. “Twilight's spell brought me here. It was a shock of course, but it wasn't long before I began plotting against her and this land. Then... well, you know enough of what happened that night.

“After I was defeated, Twilight,” she smiled thinking of what her mother had done for her. “Even with all I'd done, she still didn't want to banish me... I don't know what she did then. If I had to guess; I think she used the Elements of Harmony on me. I don't know of anything else that could have given me my own body, and that would probably explain why I was reduced back to a filly, just like Luna was reduced in age when she was purified by the Elements. In addition though Twilight also locked away my memories. When I woke, I knew nothing of my past. And that was how I came to be in Twilight's care.”

Finished, she turned back to her friends and waited for them to say something. It was Sky who broke the silence. “But your memories came back?”

Midnight nodded. “Any lock can be broken with enough force,” she said softly. “During the hydra attack, I pushed my magic further than I ever had before. I think I must have inadvertently broken the lock on my memories. Ever since then they've been coming back. At first it was just nightmares that I couldn't remember clearly when I woke. Then I started to remember the dreams... and now, I remember everything.”

She looked up sadly focusing on Wind. “I'm afraid you were wrong, Wind... I was a villain...”

“NO!” Wind objected standing up. “I wasn't wrong!”

Midnight was surprised by his reaction and looked at him curiously.

“Those memories, that other life; it's not you! It never was!” He went on. “As far as I'm concerned that pony doesn't even exist anymore. You may have her memories, but you are not her. You're our friend; that's who you've always been and always will be.”

Slowly Midnight smiled. “Thanks, Wind. You're wrong, but thanks.”

He shook his head firmly. “I'm not wrong.”

Midnight gave him another smile but then thought of one other fact about her past. Considering how well they had taken the rest, she decided to just go ahead and tell them. “There's one more thing about who I was. There's a reason Twilight's spell brought me to this world and not some other pony. Her spell was designed to find and show her visions of each world's version of her...” She paused for a moment watching as they realized what that meant. “I was my world's version of Twilight. That's why our cutie marks are almost the same, and why we have the same talent for magic.”

Wind raised an eyebrow at that. “You're another version of Twilight?”

She nodded.

“You're not really much alike,” he said with a snort.

Midnight laughed. “No, we're not, but it's true, when she first brought me here we looked identical except for our colors and mane cut.” She said then looked over at the other two. “Sky, Copper, you haven't said much.”

Copper shrugged. “It's a lot to think about. Being another version of Twilight is interesting, but I don't see that it matters any more than the memories. They don't have to change who you are now.”

She smiled. “Don't worry, I have every intention of staying your friend. They're just bad memories as far as I'm concerned,” she told them then shrugged. “If anything, it gives me even more reason to always do all I can to help others... I do have a lot to make up for.”

“Well you'll have plenty of time for that,” Sky said grinning. “If anything about this changes you I would think it would be becoming an Alicorn!”

Midnight smiled and nodded. “Yes, that will definitely change a few things.”

“Yeah, it means I'm the only one that will be left behind when you all fly off.” Copper said with an exaggerated sigh.

She laughed. “Sorry about that Copper,” she said then looked around at her three friends and saw them all smiling back at her. She should have known that they wouldn't let her past life change anything between them. “Thanks, all of you.” She said smiling with tears coming to her eyes. “I don't know if I could have overcome those memories without all the good memories I have thanks to you. Thank you for always being there for me.”

“I'll always be there for you, Midnight.” Wind said sincerely, touching her shoulder with his wing.

Then Sky and Copper stood up stepping beside Wind. “We all will,” Sky said with a smile.

Midnight couldn't hold back then, she jumped forward, wrapping her fore-hooves around Wind's neck and one wing each around Copper and Sky, hugging them all tightly as they returned the embrace. Finally though, she released them again and stepped back smiling as she wiped the tears from her eyes. “Well I'd better get back; Twilight is probably worried sick about me,” she told them then looked up worried as she remembered what had happened. “She wasn't too badly injured was she?”

“She had a few gashes, but she seemed fine,” Wind assured her.

“Oh good... there was an explosion, a spell I didn't end properly.” She shook her head. “Anyway, there's a few things I need to talk to Twilight about. For now, I think it would be best to continue keeping my past a secret...”

Wind nodded. “Of course, we won't tell anypony,” he said and Sky and Copper nodded in agreement.

Midnight smiled. “And for now, it would probably be best to keep quite about my becoming an Alicorn as well. At least until I talk to Twilight.”

“Alright...” Sky nodded though it was clear she wasn't quite sure why.

“But... Midnight, are your mane and tail going to stay like that?” Wind asked sounding concerned. “Because it will be kind of hard to hide that you're an alicorn with those...”

“My mane and tail?” Midnight asked wondering what he meant, then she realized what he must mean and looked up to see the front edge of her mane had become an almost black star-field once again. After struggling against her memories she hadn't even noticed the flow of magic to her mane and tail had been released again. “Oh!” She cut off the flow and they returned to normal. “Yeah, I've actually had those since the hydra attack... I've just been keeping them hidden.” She told them grinning.

“But you weren't an alicorn then!?” Sky objected.

“You don't have to be an alicorn; a pony gains a magical mane and tail when they push their magic so far that their body begins producing far more magic than they naturally use. The excess flows out through the mane and tail, transforming them,” she explained. “All I have to do is cut off that flow and they go back to normal.”

“Okay, I take it back, you are like Twilight when you're lecturing about magic.” Wind said with a grin.

Midnight blushed. “That's just because I've lived with her for years,”

“So are you as strong as the princesses then?”

She grinned; “I've been stronger than Celestia and Luna for some time,” she told them. “Only Twilight is still stronger than me in magic, but that also should be kept secret. Now that I'm an alicorn, it won't be as big of a deal if ponies find out that I'm stronger than Celestia and Luna, but if they find out I was stronger when I was just a Unicorn, it might make them doubt Celestia and Luna's ability to protect Equestria.”

“I guess you're right... but you're really stronger than Celestia!?” Sky asked, clearly surprised.

“Yeah, and now that I'm an alicorn I'm even stronger,” she said with a wink. It felt good to tell somepony the truth about her power, but then she looked up at the sky that was now bright with the light of early morning. “Well I'd better get back. Hopefully if I hurry, I can get back without being seen by anypony.”

“Midnight, if you ever need anything, just ask. We're always here for you.” Wind told her sincerely.

Midnight smiled. “I know.”

Chapter 7: Apologies

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Midnight Star: The Frozen Empire
By Nebula Star

Part 1: Shadows of the Past
Chapter 7: Apologies

Midnight paused on the step of her home; she could sense Twilight was inside. She took a deep breath to steady herself. She may have overcome her memories, but that didn't mean she'd forgotten them again. She knew far more about Twilight than before; she'd spent weeks in Twilight's head, going through her memories. She tried not to think about it though and instead focused on her more recent memories. Twilight was her mother now, and always would be.

She pushed open the door and stepped inside, then went to her bedroom where she could sense Twilight. Opening the door she looked inside. “Mom?” She said softly.

Twilight looked up sharply from where she was lying next to the bed. She clearly had been deep in thought and hadn't sensed Midnight's return. “Midnight!” She exclaimed sounding relieved, jumping up to her hooves. Then she hesitated. “Your memories?” She asked softly.

“They're all back,” Midnight told her simply.

Twilight seemed to expect as much and her eyes became full of concern. “I only wanted to protect you from your past,” she said softly with an apology clear in her voice.

“I know,” Midnight assured her. “It was the only way you could save me. I was too lost in my pain to believe I could ever be happy... Now I know I was wrong.” She smiled. “Thanks for sending my friends after me, they were exactly what I needed.”

Twilight smiled in return but there was still worry in her eyes. “Are you going to be alright? I know having those memories can't be easy...”

Midnight smiled again. “I think I'll be just fine,” she said and finally stepped fully into the room, opening her wings for Twilight to see.

Twilight's eyes went wide. “Mindnight!” She exclaimed and, with an excited laugh, leaped forward throwing her fore-hooves around her daughter in a hug. “You've become an alicorn! I can't believe it!”

Midnight returned her hug. “I was on the edge,” she said softly. “I could either choose to fall into the madness and chaos of my past, or to hold on to the harmony that you taught me. I chose harmony.”

Twilight finally released her and stepped back. She was smiling with tears in her eyes. “I'm so proud of you.”

Midnight smiled up at her. “You've always been so forgiving of me, despite all I did to you... and your friends. Thank you.”

She smiled and gently put one wing on Midnight's shoulder. “You were never evil at heart, Midnight. Remember that.”

“I will,” Midnight agreed with a nod then hesitated slightly. “Even though I know the truth now, it's still alright if I call you mom isn't it?”

Twilight looked surprised that she had to ask but smiled all the same. “Of course.”

Midnight wrapped her fore-hooves around Twilight in another quick embrace. “Thanks, I hardly remember my real mom, you're the only mom I've ever really known.” She grinned then as she stepped back. “Even if we are the same age...”

Twilight laughed softly. “Well we were the same age...”

“I still have those years even if I was physically younger for some of them,” Midnight insisted grinning.

“But now you're an alicorn, so age isn't going to matter all that much,” she reminded her and smiled. “I suppose we have some things to talk about as far as being an alicorn,” she said and went to the window and sat down gesturing for Midnight to join her.

Midnight shrugged as she went to join her. “I already know most of it, I have lived with you for eleven years after all.”

“I suppose that's true. You already know most the basics: greater magic strength, increased physical strength and stature, faster than normal healing...”

“Oh right! You were injured when the sword exploded...” Midnight interrupted. She'd been so worried about how Twilight would react, she'd forgotten about her injuries again. Her own injuries had been healed when she was transformed.

Twilight smiled. “I'm alright, it was just a few small cuts really. I already cleaned them and they've all stopped bleeding.”

“Oh good. If I had hurt you...”

“Don't worry, Midnight. I'm fine,” Twilight assured her smiling. “In any case the biggest part of being an alicorn is of course immortality.”

Midnight nodded sadly, she'd been trying not to think about it. “It's still going to be hard, watching our friends grow old and pass away around us,” she said softly.

Twilight nodded sadly. “Yes, and if you ever choose to marry; you'll have to do so knowing that you will lose them as well. Unless of course, you happen to marry an alicorn.”

She snorted. “Slim chance of that. I don't even know of any alicorn stallions. Do they even exist?”

“They do, Celestia has told me as much; but they seem to be extremely rare. As far as I know, Celestia and Luna's father is the only one.”

Midnight looked up sharply, this was something she'd never heard about. “Luna and Celestia's father!?”

“You didn't think they came from nothing did you?” Twilight asked grinning. “They have a father and mother; both alicorns.

“I've never heard of them before. Are they still alive?”

Twilight nodded. “As far as Celestia knows they are, but she doesn't like to talk about them.”

“Why not?”

“Well; I think it's because she feels that they abandoned her and Luna." She sighed. "That, and I think she partially blames them for Luna becoming Nightmare moon.”

Midnight looked at her surprised. “Why would she blame them for that?”

“Because she believes that if they had been there to help their daughter during the difficult times, Luna wouldn't have given in to her jealousy.” She sighed. “Celestia told me that when they first came to Equestria, she and Luna were still young. Equestria was of course, under Discords rule at the time. Well you know the history. Celestia and Luna defeated Discord with the Elements of Harmony and then together began helping the young nation to rebuild and recover.

“Their parents stayed for nearly a century, but eventually they decided to move on as they had always done. Celestia and Luna didn't want to leave Equestria though; already the ponies of this land had come to look to them for leadership. Well Celestia anyway.”

“So what happened?”

Twilight shrugged. “They left, leaving Celestia and Luna here with the nation they'd come to care for; and they haven't been seen since. Not even Celestia knows where they went.”

“They just left their daughters and never came back? Not even to visit?”

Twilight just shook her head in answer.

Midnight looked down, shaking her head. “I can understand why Celestia would be bitter about that... Still it's surprising, I'd never expect Celestia to have issues with her parents.”

Twilight smiled. “Celestia; and Luna really, but more so Celestia; they both put on a practiced serenity and air of perfection in order to inspire confidence. But if you really get to know them, they're just normal ponies with normal faults and normal problems. They're not perfect. They've just had much longer to learn from their mistakes than the rest of us. You'll see for yourself soon enough.”

She looked over at Twilight. “What do you mean?”

“Well we're going to have to tell the princesses about your ascension of course, and I suspect you'll be dealing with them personally a lot more in years to come...”

“OH NO! You are not making me a Princess!” Midnight objected realizing that was what she was getting at.

“Midnight, it's not that bad.”


Twilight rolled her eyes. “Whether you're coronated or not, as my legal daughter, you're already a princess. Besides, to the ponies of Equestria an alicorn is synonymous to a princess. You'll be seen as one no matter what.”

“I don't care! I'm not going to be a princess!” Midnight insisted.

She just smiled. “Alright. Either way though we'll still have to publicly announce your ascension. A new alicorn just appearing out of nowhere would cause a great deal of rumors and worry throughout Equestria.”

They fell silent for a time and Midnight looked out at the hills in the bright morning light. “There really aren't many alicorns are there.”

“No.” Twilight said softly.

“Celestia and Luna were born alicorns; you and I ascended; I don't suppose anypony knows how Celestia and Luna's parents became alicorns?”

Twilight shook her head.

“How is Cadence an alicorn? She was born as one right?”

“Yes, I actually asked Celestia about that. Turns out she is actually related to Celestia and Luna, though very distantly.”

“What do you mean?”

“Well apparently Celestia's father didn't hold to the belief of keeping to one wife. While he was living here in Equestria, he took several other wives and mates, and fathered quite a few foals; all half brothers and sisters to Celestia and Luna, but none were alicorns. Cadence is descended from one of those half brothers, which is why Celestia adopted her as a niece. Alicorn blood, it seems, is recessive.

“Celestia told me that if two alicorn's have offspring, their foals are always alicorns as well. But if only one of the couple is an alicorn then it is only a small chance that the foal will be an alicorn. But as in Cadence's case, they do still have alicorn blood in them and that blood could resurface any number of generations later.”

“I'm guessing then that most the 'Royal family' in Canterlot are descendants of Celestia's father as well then?”

Twilight nodded.

Midnight sighed heavily. “I guess that means that if I ever married and had foals of my own... they most likely wouldn't be alicorns and I'd eventually lose them too,” she said softly.

Twilight put her wing around Midnight and hugged her gently to her side. “Now you know why I wanted so badly for you to ascend.”

She nodded, she did understand; it was the same reason she'd never wanted friends in her own world. She knew she would lose them and just be left with more pain.

“But as Celestia told me, we shouldn't dwell on the future so much that we forget to enjoy the time we have. In fact it's all the more reason to enjoy every moment we have with our friends and family while we can.”

“I guess you're right. That's what got me in trouble in my own world after all; I never wanted friends because I was certain I would just lose them and be left with more pain.”

Twilight gave her a squeeze. “Don't dwell on past mistakes either. Learn from them, but live your life as it comes and enjoy what you can while you can.”

Midnight nodded and smiled self-consciously. “I wish somepony had told me that back then... Maybe then I would have actually saved my world, instead of make it worse.”

Twilight looked over at her a moment thinking. “You know, Midnight; you may have saved them in the end.”

She looked over at Twilight raising an eyebrow questioningly. “How do you figure that?”

“You removed the immortals that caused the initial destruction and while you may have made things worse for a while, it was only three years. Since you've been gone, they may have been able to recover,” Twilight explained.

“I... I hadn't thought of that.” She smiled, glad to think that her world may have become a better place after all. She tried to imagine it. “Heh, maybe somepony will even find a way to free Celestia from banishment there.”

Twilight smiled. “Or she'll free herself.”

“Yeah...” Midnight could imagine the surprise of the ponies of that world when the princess of the sun that they'd only ever known in legend suddenly appears once more. “I wish I could see it.”

“Well, you know what happened when I tried to see other worlds...” Twilight grinned.

“I know.” Midnight said smiling as well.

“So,” Twilight said after a short pause. “What are you going to do with yourself now?”

Midnight glanced at her. “Well, first of all I think I should thank all of those that kept my secret, and I think I should also apologize for all I did.”

Twilight smiled. “You don't need to apologize to anypony. They've all forgiven you.”

She shook her head. “Whether they've forgiven me or not, I still want to apologize;” she insisted. “Besides your friends and the princesses who else knew?”

“Well there's your Uncle Shining and Cadence, and Sweetie Belle and Scootaloo were there when you were purified so they know, and I'd imagine they told Apple Bloom at some point. That should be all.”

“I'll have to go to Canterlot and the Crystal Empire sometime,” she said thinking.

“Not until we announce your ascension though,” Twilight advised.

Midnight nodded. “Alright. I think I'll take a day to rest, then everypony else around town I'll talk to tomorrow.”

“Okay... But what then? If you don't want to be a Princess, what are you going to do with your time?”

She shrugged. “Well once word of my new enchantment spell gets out I'm sure there's going to be a lot of ponies wanting some spell enchantment or another. Especially if I figure out how to make spells that require more control.”

“That's true, I imagine even Rainbow would want that goggle enchantment you told me you made for Sky.”

Midnight smiled. “Otherwise, I think I'll just continue what I've been doing; spend time with my friends and try to develop new magic techniques.”


Closing her wings again deactivated the spell just as it was designed making Midnight smile. Her gift for Scootaloo was complete. It was almost midday on the day after she'd become an alicorn and it had taken most of the day before and the better part of the morning to get it right, but now it was ready. Midnight smiled, it would be the perfect way to thank Scootaloo for keeping the secret all these years.

Taking off the necklace she put It in a small neck pouch but left it on the table in her entry room. She wanted to go to thank everypony that had kept her secret and apologize for the things she'd done to them, but she was going to save Scootaloo for last. Instead she put on her normal saddle bags hiding her wings under them, and set out to find the others that had kept the secret.

She didn't get far into town though before a small crowd, one made up mostly of young fillies, caught her eye and she smiled seeing the pony in the center of it. Sweetie Belle, surrounded by her adoring young fans.

Ever since she'd discovered her talent for singing, Sweetie Belle had worked hard to develop it as well as to overcome her tendency for stage fright. Now she was known throughout Equestria as one of the greatest singers alive. She often performed in concerts at all the major cities and had even on a couple occasions accompanied the princesses to foreign lands to perform at diplomatic functions.

Midnight headed over to the young crowd. Sweetie Belle and her sister were as good a place to start as any.

“...anypony can learn to sing,” Sweetie Belle was telling the fillies as Midnight approached. “All it takes is plenty of practice and dedication.” She smiled. “Yes having a talent for it helps, but anypony can learn.” After years of voice training, even her normal speaking voice had taken on a musical quality.

“Hey, Sweetie Belle!” She called to get her attention.

She looked up and smiled. “Hello, Midnight. I haven't seen you in a while, how have you been?”

Midnight shrugged. “I've had a few things to deal with lately, but I'm doing good.”

“What kind of things?” Sweetie Belle asked looking a little concerned.

She smiled. “Well, that's actually what I wanted to talk to you about; you and your sister.”

“Oh. Alright,” She said seeming curious what it was. She looked back down at the fillies surrounding her. “This sounds important girls, you'll have to excuse me while I go talk to Midnight.”

Their was a chorus of disappointed 'ah's, and pleas for her to stay a little longer. But she just smiled. “Girls, you see me almost every day. I do live here after all. Now I'll see you all later,” she told them and left the disappointed fillies walking over to join Midnight.

She nodded down the road. “Rarity is probably at her showroom this time of day.”

Midnight fell into step next to her. “Sorry to pull you away from your fan club,” she said with a grin.

Sweetie Belle rolled her eyes. “I'm glad for an excuse!” She said but smiled all the same. “I love them dearly, but sometimes I just want some time to myself!” She looked over at Midnight. “So what is it you want to talk about?”

“I'll tell you when we find Rarity.”

Rarity was at her boutique showroom as Sweetie Belle had guessed. Her business had taken off in recent years and she'd had to open a second production hall down the road from her original boutique. She now had over a dozen ponies working under her in the production hall, but she still did all the design work herself in her original boutique.

Part of Rarity's success was thanks to Sweetie Belle herself. She always insisted on wearing gowns of Rarity's design at her performances and because of that Rarity's name and designs had become known throughout Equestria.

“Rarity?” Sweetie Belle called entering the showroom.

“Oh, Sweetie Belle! Darling,” Rarity said coming out of her design room and smiling at her younger sister. She was wearing her glasses; a sure sign she'd been working on a new design. “And Midnight Star, what brings you to my boutique? You looking for a new formal gown, Midnight? You are going to the Gala with Twilight again this year aren't you?”

Midnight smiled. “Well actually, I probably will need a new gown this year, but that's not why I'm here. I actually had something I needed to talk to you and Sweetie about. Do you have a few minutes.”

“Oh. Yes I have time,” she said levitating her glasses over to a small table. Sweetie Belle stepped over to her sister's side, turning toward Midnight. “What is it you want to talk about?”

“Thanks,” Midnight said then took a deep breath. “It's a couple things actually, the first is that my memories are back.”

“Your... your memories?” Rarity asked but by the worry in her voice she had a good idea what Midnight meant.

“From before. I remember what I did, everything I did.” She looked up at them. “I wanted to apologize to both of you. I'm sorry for tormenting you,” she said looking at Rarity. “And for banishing you, Sweetie Belle.”

The two sisters looked at each other clearly surprised. But then Rarity smiled. “Midnight, darling, we've both long since forgiven you,” she said and Sweetie Belle nodded in agreement.

“You don't need to apologize, Midnight.”

Midnight smiled. “Mom said as much, but I still wanted to apologize, and I also wanted to thank you both for keeping the secret all these years, for giving me a second chance.”

Rarity smiled. “You're very welcome, Midnight.”

“And thank you for always being a friend to me, Sweetie Belle. Despite what I did to you.”

Sweetie Belle smiled. “You've always been my friend as well.”

“Thanks...” Midnight whispered, then smiled. “You and all the others that kept my secret have done so much for me. You gave me a second chance at life, and the strength I needed to overcome my past. There's one more thing I wanted to tell you, or rather show you.”

With that she levitated her saddle bags off of her back and set them aside, then opened her wings for them to see.

Both their eyes widened in surprise.

“You're and alicorn now!?” Sweetie Belle exclaimed.

Midnight smiled. “Yeah. When my memories came back I had to choose between the chaos of my past and the harmony that Twilight and all of you have taught me. I chose harmony, and when I did...” She opened her wings again.

“You were transformed,” Rarity finished for her smiling. “Twilight always said that it was understanding and taking harmony to heart that triggered the alicorn transformation.”

Midnight nodded. “You all helped make this happen; by keeping my secret and giving me a second chance. So, thank you.”

“We're glad we could help,” Sweetie Belle said and smiled. “So are you going to be a princess then?”

Her eyes widened. “Oh no; no no no no! I already told Twilight, I am not letting her or anypony else make me a princess!”

“But you're an alicorn...” Rarity said seeming surprised.

“That doesn't mean I should rule over Equestria even in a small way! No, I'm not going to be a princess.”

Sweetie Belle was grinning at Midnight's reaction. “To be honest,” she said; “You're not really the princess type.”

“Exactly!” Midnight agreed.

“Then what are you going to do?” Rarity asked.

She shrugged. “The same as I've been doing. Finding new uses for magic, developing new spells. Today though I'm going around to thank everypony that gave me this chance, and apologize for what I did. Which actually, Sweetie Belle, did you and Scootaloo ever tell Apple Bloom about me?”

She blushed slightly. “Yeah, we did. We told her it had to be kept a secret though.”

Midnight smiled. “Alright, I think I'll head over to Sweet Apple Acres then,” she said putting her saddlebags back on. “For now I don't want too much attention so if you could keep my being an alicorn a secret I'd appreciate it. I'll tell everypony in town soon enough, but Twilight thinks I should try to keep it quite until we can make a public announcement.”

“Alright, you mind if I walk with you? I haven't talked to Apple Bloom in a couple days myself.”

“Sure,” Midnight said with a shrug. Then turned toward the door. “Thanks again Rarity, I'll have to come back some other time for some new formal gowns, unless you think you can adjust some of my old ones for my wings?”

“Oh no, most definitely not, you'll need all new gowns. Your wings must be incorporated into the design after all. Just come by anytime, Midnight. It's always a treat to design for an alicorn.”

“Alright, I'll do that. Later then.”

“See you later, sis.” Sweetie Belle said following Midnight out.

“Goodbye you two.” Midnight heard Rarity call just as Sweetie Belle shut the door behind them then they set off together toward Sweet Apple Acres.

They'd only gone a little ways though when Midnight noticed Sweetie Belle kept glancing at her seeming almost concerned. “What?”

“Oh, sorry; it's just... Are you alright? I mean, Twilight told us a little about your past. It sounded pretty horrible.”

“They're just bad memories.” Midnight told her softly.

“You sure you're alright?”

She smiled at Sweetie Belle's concern; she'd always had such a kind and considerate nature. “I'll be alright, Sweetie. I have plenty of good memories now to counter the bad.”

“Well, if you ever want somepony to talk to...” she said in offering.

“Thanks... You mind if I ask you something?” Midnight asked.

“'Course not.”

“What was it like; the place that I banished you to?”

It was clear by the way Sweetie Belle missed a step that that wasn't what she'd expecting Midnight to ask about. She took a deep breath though and answered; “it was like being nowhere. I couldn't feel anything, not even my own body, I couldn't hear anything, and all I could see was blackness. All I could do was think. It was the most terrifying thing I've ever experienced...” She looked over at Midnight. “Why do you ask?”

“Because, that's what you saved me from. You and everypony else that agreed to keep my secret; to let Twilight give me another chance. If it weren't for that, she would have had no choice but to banish me to an eternity in that darkness.” Midnight trembled at the thought.

Sweetie Belle smiled then, understanding. “I'm glad we were able to help.”


Sweet Apple Acres was barely outside of the town now with how much Ponyville had grown over the years, but it was still as peaceful as ever. Or it usually was.

Even as they were walking up to the house, they heard a shout of 'court-marshal!' followed by breaking glass. Midnight gave Sweetie Belle a surprised look and the two hurried the rest of the way to the door and knocked.

A moment later it was opened by Apple Bloom who was wearing an army skull-cap of all things. “Sweetie Belle! Midnight! Uh, I don't mean to be rude but I'm a little busy right now.”

“What's going on?” Sweetie Belle asked.

“The zap apples are coming, Ah'm getting everythin' ready to make the zap apple jam!” She explained hastily. “Ah still have to sing to the water, paint polka dots on the walls, get the honey... It's a lot of work, and it's all up to me!”

“Don't Applejack and Big Mac help?” Midnight asked.

“Nope, they're busy with the rest of the harvest. Ah've made the zap apple jam all by my self every year since Granny Smith passed away. It's hard work but it's worth it!”

“Can you spare a minute? There's something I wanted to talk to you and your family about.”

She bit her lower lip. “Ah don't know Midnight; we're all really busy. Can it wait?”

Midnight sighed. “It's kind of important, to me anyway.”

“You should hear what she has to say.” Sweetie Belle agreed. “It won't take long, and I'll help you after.”

She looked back and forth between them clearly debating, but in the end she trusted her friend's judgment. “Well okay, you can help me sing to the water afterwards,” Apple Bloom agreed finally and Sweetie Belle grinned.

“I guess I would be good at that...”

“Come on, then; Applejack and Big Mac should be out in the zap apple orchard.”

Apple Bloom lead the way at a quick pace. Midnight felt kind of bad, interrupting their preparations for what was one of their most important harvests, but she wanted to be the one to tell them and more importantly she wanted to apologize.

“Hey, Applejack!”

“Apple Bloom!? You're not done gettin' ready for the jam makin' already are you?”

“No, but Midnight wanted to talk to us.”

Applejack looked over at Midnight. “Now's really not a good time, sugar cube...”

“She said it's important, sis.”

“Well so is the zap apple harvest.”

“It won't take long,” Midnight assured her.

She looked between them a moment more then finally gave in. “Well shoot, Ah guess since you already got Apple Bloom out here, we can take a short break,” she said then looked over he shoulder. “Big Mac! We're takin' a break to hear what Midnight here has to say!”

Big Macintosh joined them then they all turned expectantly to Midnight.

“So whatcha want to talk about, Midnight.” Apple Bloom asked.

Midnight smiled. “Well, first of all my memories are back.”

“Your memories?” Applejack asked raising an eyebrow.

“From before Twilight took me in...” Midnight explained. “I remember who I was and what I did.”

“You do!?” Apple Bloom said sounding surprised.

“Now wait a cotton-pickin' minute. Twilight said you wouldn't remember anythin', that she erased those memories. How could they just come back?” Applejack asked wanting an explanation.

“I think what Twilight did didn't erase the memories, it just locked them away to protect me from them, but during the hydra attack I think I accidentally broke the lock on those memories. They've been coming back ever since, and yesterday, they came back completely.” Midnight sighed. “I remember everything I did, and I wanted to apologize to all of you.”

Applejack look surprised. “Oh, well that's mighty kind of you, Midnight, but you don't have to apologize. We've all forgiven you. Besides, Twi fixed everythin' you did.”

“Yeah, and being turned to stone wasn't that bad,” Apple Bloom agreed grinning. “Ah got hit by the spell and the next thing Ah knew it was mornin' again and everythin' was back to normal.”

“Eeyup” Big Macintosh gave his standard reply.

Midnight Smiled. “I still wanted to apologize and also to thank you all for keeping my secret and letting Twilight give me a second chance.”

“You're quite welcome, Midnight,” Applejack told her smiling. “You've proven Twilight was right to make that choice plenty of times over.”

Apple Bloom nodded. “Yeah, and you've always been a good friend.”

She'd expected such a reaction from the Apple family, but it was still good to hear. “So you know just how much you've done for me, there's something else I wanted to show you.” As before she levitated her saddlebags off and opened her wings for them to see.

“Land sakes, you've gone and become an alicorn!”

Midnight nodded smiling. “Thanks to all of you that gave me a second chance, I was able to overcome the memories of my past.” She told them. “So thank you.”


After leaving Sweet Apple Acres, Midnight went in search of Pinkie Pie and Fluttershy. Neither were home, but she finally managed to track them down in town. They were together and Midnight pulled them aside to a more secluded corner so that she could talk to them in relative privacy. Then she explained about her memories returning and made her apologies.

“Silly filly, I already forgave you, you don't have to apologize.” Pinkie said in her usual cheerful manner.

“Yes, we've all forgiven you,” Fluttershy agreed softly.

“Besides, what you did to me was more strange than bad. Hey! Do you think you could do the same thing again only in reverse! Make me happier all the time!”

Midnight's eyes widened as she tried to imagine Pinkie Pie being even happier and more energetic. “Uh, Pinkie, I don't think that's possible,” she said finally.

“You don't?” Pinkie asked sounding surprised.

She shook her head grinning. “Anyway, I also wanted to thank you both for keeping the secret all these years and giving me a second chance.”

“No problem, Midi,” Pinkie Pie said energetically.

“You've very welcome, Midnight.”

Midnight glanced around. She wanted to tell them about her becoming an alicorn as well, but didn't want to draw attention to herself still. Nopony nearby was really paying attention to them though, so she decided to just go ahead and show them. “There was one other thing I wanted to show you,” She said and levitated off her saddlebags again, opening her wings briefly for them to see. “What do you think?” She asked. This was a mistake.

“I think we need an ALICORN PARTY!” Pinkie yelled at the top of her lungs. Bouncing high into the air excitedly. This of course drew the attention of everypony passing by and with her saddlebags off, Midnight's wings were in plain sight.

“Well I guess that secret's out...” Midnight said to herself as she saw several of the ponies nearby begin whispering to each other excitedly looking at her. Some that she knew fairly well looked like they were about to come over to talk to her. Time to make an escape. “Pinkie, will you hang onto my saddlebags? I'm going to go find Rainbow Dash.”

“Oh, sure thing! They'll be perfect for carrying party supplies!”

“Uh, yeah sure,” Midnight said quickly. “I'll see you two later,” she said then launched herself into the air before the ponies of the town could converge on her. Luckily none of the pegasi followed her.

After a moment though she realized she had no idea where to look for Rainbow. With a sigh she dove back down to Pinkie and Fluttershy. “Do either of you know where Rainbow is?” She asked quickly.

“She was helping train some of the new recruits on the weather team,” Fluttershy answered. “They practice out between here and Cloudsdale.”

“Okay, Thanks again!” Midnight said and launched herself once more, speeding off in the direction of Cloudsdale.

The practicing pegasi were easy to spot among the clouds they were practicing with. They seemed to be drilling in putting together the clouds to form a good size rain cloud. Rainbow was easy to spot as she zipped back and forth along the edges of the group shouting out instructions and advice. She wasn't the only instructor though; two senior members of the weather team that Rainbow had worked with often before were also directing the trainees.

Midnight headed straight toward where Rainbow was. “Hey, Rainbow Dash!” She called as she drew closer. “Rainbow!” She didn't seem to hear. “Rainbow Dash!” Midnight yelled as loud as she could and finally managed to get the pegasus's attention.

Rainbow turned toward her to see who was calling her name. Her eyes widened in surprise when she spotted Midnight flying towards her and stopping to hover just in front of her. “Midnight!? You have wings! And you're already flying!?”

Midnight grinned at her confusion. “Yeah, I needed to talk to you.” Midnight glanced around and spotted a small cloud a good ways off to the side that would be out of earshot. “Could we land over there so we can talk in private?”

As usual it was clear Rainbow didn't really want to talk to her but her curiosity got the better of her. “Alright, let me tell Cloud Kicker where I'm going.”

Midnight smiled and headed over to the cloud herself landing easily on it. Walking on clouds was a nice benefit of being an alicorn. Rainbow didn't take long though and soon was landing on the cloud as well across from her. “Now what the hay is going on? When did you get wings? And how can you already fly?”

She smiled. “I'll get to that, but first; I wanted to apologize.”

“Apologize for what?” Rainbow asked, her eyes narrowing.

“For attacking you, breaking your wings, and making you believe it was Twilight doing it,” Midnight told her softly.

Her eyes really widened then as she clearly knew what Midnight was talking about. “What...?” She breathed looking worried.

“My memories are all back,” Midnight told her confirming what she'd already guessed. “I remember what I did to you, and I'm sorry.”

Rainbow stared at her a few moments in stunned silence. She'd never liked Midnight and now Midnight knew why. She'd hurt Rainbow far worse than the others. If Twilight hadn't been able to heal her wings, she would have lost all her hopes and dreams. Midnight lowered her eyes in shame as she waited for Rainbow to respond.

“You really mean that don't you... You're really sorry,” Rainbow said softly. Then she sighed heavily. “Ah shoot. I forgive you, Midnight. I guess it's about time I did.”

Midnight looked up then smiling happily. “Thanks, Rainbow. I also wanted to thank you for trusting Twilight and letting her give me a second chance.”

Rainbow looked down kicking a little piece of the cloud with a fore-hoof. “Well... it's not like I've been too great of a friend...”

“But you still kept the secret, and because of that I was able to enjoy a second life,” Midnight told her smiling sincerely. “All of you that kept the secret gave me eleven wonderful years, and who knows how many more; definitely more than I ever deserved. I don't know if I could ever repay you all.”

“You've really changed...” Rainbow said softly looking at Midnight almost as if she'd never seen her before. “Tell you what; you forgive me for how cold I've always been to you, and I'll consider us even.”

Midnight smiled but shook her head. “That's hardly enough to make us even, you had good reason to dislike me after what I did to you. Besides, you don't know all you did for me.” She opened her wings. “Because of the life you gave me I was strong enough to overcome the pain of my memories when they returned. I chose harmony over the chaos of my past, and when I did, well you can see what happened then.”

Rainbow shook her head. “Still, I was talking to Valor the other night and he made me realize how badly I've always treated you. I'm sorry.”

“It's alright Rainbow,”

“No, it's not alright. I'm sorry, Midnight, I really am,” She insisted.

Midnight laughed softly. “Okay,” she said then looked up at Rainbow realizing things might just change between them now. “We'll call us even.”

Rainbow smiled; “I guess we can start over then?” She shrugged. “Maybe sometime you could come flying with Twilight and I, since you already know how... How is it you can already fly anyway? I never did get how you were able to fly back then either.”

She blushed. “Well, you kind of taught me... I was in Twilight's head for a few weeks before I... before I betrayed her.” She shrugged, “I always paid attention when Twilight was flying, especially when she was flying with you; and... well, I also went through Twilight's memories and studied all the flying lessons you had given her.”

Rainbow raised an eyebrow. “You went through Twilight's memories?”

“Yeah. I; uh, know a bit more about mom than I ever wanted to.”

“You still call her mom, even having your memories back?”

She nodded. “I was hardly old enough to remember my real mom when she died, Twilight's really the only mom I've ever known.”

“I guess that's true,” Rainbow said with a shrug then grinned. “So you know any embarrassing secrets about Twi.”

Midnight grinned as well. “Oh, quite a few actually, But, well; I don't really want mom mad at me so I think I'll keep them secret for her.”

“Don't want to get yourself grounded?” Rainbow asked with a grin.

She laughed. “I'm a little more worried about the eternal consequences.”

“Oh yeah, I guess you're immortal now like Twilight, huh? Guess it's not a good idea to get another immortal mad at you,” Rainbow said grinning.

“I'd prefer to keep the harmony,” she agreed grinning as well. “Anyway I should let you get back to training the recruits.”

“Yeah, well maybe sometime I could help you strengthen up your wings. Even if you know how to fly you'll still need to build up your endurance.”

“Well, I think Wind and Sky will give me plenty of exercise.” She grinned. “Besides, I bet Scootaloo is going to want as much of your time as you can spare.”

Rainbow raised an eyebrow. “What do you mean?”

“I finished my gift for her,” she told Rainbow with a wink. “I'm going to go give it to her now, in thanks for keeping my secret.”

“You never told me what it is,” Rainbow said remembering.

“You'll see soon enough. Trust me; I bet she'll want to show you right away.”

“You've tested it right? It is safe?”

Midnight nodded. “Yep, tested it myself. Don't worry,” she assured her turning to head back to Ponyville. “I'll see you later, Rainbow!” Midnight said then leaped off the cloud taking flight.

“Later!” She heard Rainbow call after her. Midnight smiled to herself. That had been surprisingly pleasant. Maybe from now she could consider Rainbow a friend...

She glanced up as a flash of light ahead caught her eye. It was a pegasus in armor; one of Twilight's royal guard that she knew flying in the direction of Cloudsdale. It was kind of odd that he was wearing armor; Twilight usually insisted that they dress casually. For Twilight's guards being in armor was usually a sign that they were on an important errand.

She passed him by a few moments later and his eyes widened as he saw her and recognized her. She just smiled and waved then continued on her way as he did the same to fulfill whatever orders he'd been given.

Chapter 8: A Gift and a Royal Summons

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Midnight Star: The Frozen Empire
By Nebula Star

Part 1: Shadows of the Past
Chapter 8: A Gift and a Royal Summons

After making a quick stop to pick up her gift for Scootaloo, Midnight was on her way to find the athletic young mare. It was a beautiful day out and she had a good idea of where to look. For the past three years, many of the young adults around Midnight's age liked to get together in the afternoons at one of the parks on the edge of town to play sports. Lately the game of choice had been hoof-ball.

Midnight and her friends had often joined the others when they didn't have anything else to do, but Copper didn't have much interest in sports, and Wind and Sky would rather be flying, so they weren't regulars in the group. Scootaloo however, was. In fact she was one of the main ponies that had organized the group and kept it going.

There were about a dozen regulars in all but just about every day a few others joined them so they always had plenty for two full teams. Even some of the older ponies in town joined them on occasion. Rainbow Dash for one often joined them when she could, and when she did, even Valor had been known to play when he wasn't on duty.

Midnight headed to the park flying at first, but as she drew close she had an idea; they'd likely been out here all afternoon, and so they may not have heard yet about her being an alicorn. She landed a fair distance from the park, folded her wings, and walked the rest of the way.

As she reached the field she saw the game for the day was going strong. They didn't have any kind of score board, so it was impossible to tell which team was winning. For that matter Midnight couldn't even tell who the teams were at first since they weren't wearing any team colors. Scootaloo was there though, so she stopped at the edge of the field to watch wondering how long it would take them to notice her wings.

They rarely left anypony out of the game who wanted to play, so the teams were sometimes larger than in the official rules and at any time one or more could take a break to rest. There were also always a few that just watched; but though there were several on the sidelines when she walked up, they were all on the far side of the field from Midnight.

Scootaloo's team seemed to be in control of the game, she saw as she watched them play. But then Midnight knew from experience that whichever team Scootaloo was on often dominated the games. Not always, but often. Within a minute of her arrival, Scootaloo scored a goal.

A few of the players noticed her watching as the game went on, but they clearly had only glanced at her as they didn't seem to notice anything different. Even those along the sideline opposite from her didn't notice anything out of the ordinary. Finally Midnight couldn't stand it anymore and grinning, she opened her wings, holding them open like the princesses often would do. Even so it was still another couple minutes before somepony noticed. It was Rumble who finally did.

He glanced at her as he had a couple times already, but then did a double take as he realized just what he'd seen. “Midnight!?” He exclaimed.

The shock in his voice was enough to get several of the other players' attention and they looked to see what had surprised him. Their eyes widened and several jaws dropped when they saw Midnight standing there with wings held open. Soon the entire game had come to a standstill as everypony was staring at her with varying degree's of shock.

Midnight couldn't help laughing at their expressions. Her laughter snapped them out of their stupor though and in moments she was surrounded by dozens of excited ponies. Most of them were ponies she'd known since first coming to Ponyville; they'd grown up together and she considered most of them her friends.

She smiled as she was bombarded by questions.

“Yes, my wings are real.”

“I was transformed yesterday.”

“No, the transformation didn't hurt.”

“No, I can't transform anypony else into an alicorn.”

“Yes, I am immortal now.”

“Yes, Twilight knows.”

“NO!” Midnight exclaimed suddenly when one of them asked if she was going to be a princess. “Like, I told everypony else, I don't care if I'm an alicorn now, I am not going to be a princess!”

“Why not?” One of them asked, clearly confused as to why anypony wouldn't want to be a princess.

Midnight shook her head. “I've lived with a princess for eleven years, being one myself is not something I want,” She told them, then decided she'd answered enough questions for now. “Anyway, I actually came to talk to Scootaloo about something,” She said catching the pegasus's eye.

“What about?” Scootaloo asked seeming curious. Midnight was always slightly surprised by how much more... feminine Scootaloo's voice sounded now; considering how it had sounded when they were younger.

“Well, it's actually somewhat of a private matter; so if the rest of you will excuse us?” They all looked between her and Scootaloo clearly curious. She caught Scootaloo's eye again and nodded off to the side. “Could we go over there to talk?”

“Uh; sure, Midnight,” Scootaloo agreed. “Go ahead and continue the game without me while I see what this is about,” she told the others. They seemed reluctant but soon they returned to the field and picked up where they'd left off when Midnight had interrupted.

“So what is this about?” She asked turning to follow Midnight, who led her a ways off from the field into another part of the park; far enough that they wouldn't be overheard.

“My memories are back,” Midnight told her when they were far enough away.

Scootaloo raised an Eyebrow. “What memories?” She asked, sounding genuinely confused. Either she was a far better actress than Midnight knew, or it was a sign of just how good of a friend she was that she never even thought about Midnight's dark past anymore.

She smiled, Scootaloo was never much of an actress. “My memories from before Twilight took me in, of who I use to be.”

“Oh!” Her eyes widened in surprise. “You mean...” She trailed off looking slightly worried.

“Yeah, those memories.”

Scootaloo looked at her a moment seeming undecided whether she should be scared for her life or concerned for Midnight. “Are you going to be alright?” she asked finally, making her choice.

“Yeah, I'm fine,” she assured her; “and I'm sorry if I scared you back then.”

“Nah, I wasn't scared.”

Midnight grinned. “You were running around in circles screaming your head off...”

She flinched slightly. “Okay, maybe I was a little scared, but to be fair you had just turned one of my best friends to stone.”

Midnight just kept grinning a moment more. “Anyway, I wanted to thank you for keeping the secret for all these years. You and everypony else that kept the secret gave me a second chance, a happy life. I can never repay any of you for what you've given me.”

“Your welcome, Midnight,” Scootaloo told her seeming completely at ease now. “I was glad to keep the secret.”

“Well thanks. Like I said, I can never repay any of you, but that doesn't mean I'm not going to try,” she smiled. “I made a gift for you.”

“Midnight, you don't have to...”

“Scoots, I want to,” Midnight said making it clear she couldn't convince her otherwise. “Besides, I was already making this for you before my memories completely came back anyway.” She levitated the necklace out of her small neck pouch and held it out to her in her magic.

Scootaloo took the necklace and looked at it surprised. “Uh, it's very nice, Midnight...” She said, clearly trying not to hurt her feelings. Midnight knew well that Scootaloo didn't care much for jewelry.

Midnight just smiled though. “It's enchanted.”

She looked up from the gift curious now. “Enchanted?”

“It's a very special enchantment, one I designed just for you.”

Scootaloo glanced at the necklace then looked up at Midnight again. “What does it do?”

“You'll see,” Midnight said smiling reassuringly. “Put it on.”

She hesitated a moment more seeming unsure but then seemed to decide that she trusted Midnight and carefully put the necklace on. Nothing happened. “Okay... what is it suppose to do?”

Midnight grinned in anticipation. “Open your wings.”

Scootaloo looked up surprised. “My wings? What...?”

“Just do it,” She told her still grinning.

After a moment's more hesitation she finally opened her wings. A magenta aura matching her mane and tail burst to life around the necklace as the spell activated and the tip of each of Scootaloo's primary feathers were suddenly extended by translucent magenta magic. Midnight was glad to see she'd estimated correctly and Scootaloo's wings, with the magical extensions were now nearly the same size as hers.

Scootaloo saw the flash of light as the spell activated and looked back at her wings, her eyes widening as she saw the glowing feather extensions. She flapped her wings slowly, seeing how the extensions moved exactly with her own feathers; then a little faster, feeling the added resistance as they moved through the air. She looked back at Midnight her eyes wide. “You don't think... could I...” She seemed at a loss of what to say, unsure if she dared believe the dream she'd all but given up on years ago could finally come true. “With these... you don't think I could fly do you?”

Midnight smiled. “That's the theory. We won't know for certain until you try, but I'm pretty sure,” she told her.

“But... my wings are so small normally, even if this makes them the right size, do you think they're strong enough?”

She nodded reassuringly. “I talked to Rainbow before I started. She told me that your wings themselves aren't much smaller than normal, that it was mainly the feathers that were too small. She also told me that you work your wings harder than any other Pegasus she knows; she was certain your wings would be strong enough,” Midnight told her.

“Rainbow said that?” She whispered and Midnight nodded. Scootaloo seemed to be in a state of shock, but slowly she began to look both hopeful and excited as it dawned on her that her oldest and greatest dream might just come true.

“Now, I don't think you'll ever be as fast or as agile as Rainbow...” Midnight started to warn her.

“If this lets me fly at all, I don't care!” She exclaimed cutting Midnight off and she saw that Scootaloo really meant that.

She smiled understanding. “You like it?”

Scootaloo laughed at how much of an understatement that was. “Midnight! If this works... I could never repay you!”

Midnight just continued to smile. “You already have.”

She looked about to object, but then smiled understanding and went back to admiring her new wings. “How long will the enchantment last?” She asked after a moment. “Will it need to be recharged with magic from time to time?”

Midnight grinned. “That's the best part; look at the color of the magic, Scoots, that's not my magic.”

“It's not?”

She shook her head. “My magic is a deep blue-purple, not magenta.”

“Then who's magic is it?” She asked. “You said you made it?”

“It's a new technique I've been developing; the enchantment draws its magic from the pony wearing the necklace,” Midnight told her. “That's your magic, Scootaloo.”

“My magic!?”

“Didn't you know you have magic of your own?” Midnight asked with a grin.

“Well, yeah; Twilight told us the night... well, the night she purified you. But I never thought I'd actually use it!”

Midnight smiled. “Well this enchantment does; so as long as you have magic within you, it will always work.”

“But couldn't it eventually drain all my magic?”

“Eventually,” Midnight agreed with a nod. “But just like everypony else, your body is constantly producing more magic. With how little magic this enchantment actually uses, I'd estimate that you'd have to keep it going constantly for a little over a week to completely drain your magic.” She grinned. “So unless you decide to go on a week long marathon flight, I don't think you'll have any problems.”

Scootaloo laughed. “This is awesome, Midnight.”

“You haven't even heard about the bonus features yet,” Midnight told her grinning.

“Bonus features?”

“There's two other enchantments on the necklace,” she explained. “The first is simply a protection enchantment to make the necklace more durable so it won't get scratched up and it would take quite a bit of force to break it.”

“Oh, that's good; so I don't have to worry about wearing it while playing sports and such?”

She shook her head. “No, it should be just fine, though you may want to take it off then anyway. It probably would hurt to have it smashed into your chest." She gave her a wry smile before going on. "The last enchantment was actually one Sky had the idea for. Say 'goggles on.'”

“Goggles on?” Scootaloo said raising an eyebrow. There was a shimmer in front of her eyes as the spell activated, startling her into jerking her head back. “What was that?”

“Just small invisible magic barriers in front of your eyes to act as goggles when you want them,” Midnight told her with a grin. “Sky loves the goggle spell I made for her, so I thought you might like it as well. To turn them off again just say goggles off.”

“Goggles off.” She said and there was another shimmer in front of her eyes as the spell deactivated. “Oh, what about the wings? How do they turn on and off?” She asked realizing that would be good to know.

“They will activate whenever you open your wings and deactivate again whenever you close them.”

Scootaloo tried it, folding and opening her wings several times watching as the spell activated and deactivated each time. Finally she folded her wings and looked back at Midnight. “This is awesome, Midnight, truly awesome! I can't wait to show Rainbow!”

Midnight grinned. “You want to go show her now? I never told her exactly what I was making, though she probably guessed it had to do with flying.”

Scootaloo glanced across the park at the field where the rest of the ponies their age were still playing. “They can do without me for one day,” she said and grinned. “Yeah, let's go find Rainbow.”

Midnight nodded in the direction of Cloudsdale. “She was out helping train some new members of the weather team earlier; they're probably still out there.”

“I know where they train,” she said with a nod. “You think you can keep up if I grab my scooter?”

“If I fly, yeah,” Midnight told her with a shrug.

She raised an eyebrow looking surprised. “You just got your wings didn't you? You can already fly?”

Midnight blushed slightly. “Uh, yeah, I was in Twilight's head for a few weeks before I took control of her. I always paid attention when she was flying, especially when she went flying with Rainbow...”

“Oh, that's right, you flew back then too, huh. I guess that means we won't be learning to fly together,” she said sounding slightly disappointed.

Midnight smiled sadly. “Unfortunately, no; but wouldn't you rather learn from Rainbow with just you and her anyway?”

Scootaloo shrugged. “I guess. I don't think I would have minded having you there though,” she said with a smile.

“Well maybe I could still join you sometimes.” She smiled and shrugged. “I may know how to fly, but I'm no expert. I mean, I've only got about two days practice.”

Scootaloo laughed. “Well let's go find Rainbow then and maybe I can get caught up.”


“I don't see her...” Midnight said looking up at the training Pegasi when they drew near. She was flying just above and to the side of Scootaloo who was on her scooter. A full size scooter of course. The small one she'd had as a filly had worn out about the same time she'd outgrown it. As usual she was using her wings for propulsion, but after nearly lifting off when they'd first started, she was holding back.

She'd been excited though, when she'd realized how close she was to becoming airborne without even trying. It was proof enough for both of them that her wings were strong enough for flight; but she did want to learn properly before she tried anything on her own. Midnight had advised her to do so as well saying Rainbow would kill her if she got hurt.

“Yeah, I don't see her either...” Scootaloo agreed then skidded to a stop.

Midnight frowned. “Hold on, I'll go ask if they know where she went,” She said then quickly flew up to where Cloud Kicker looked to be instructing some of the recruits on lightning cloud safety. She gave a wide berth to the small thunderclouds they were using. “Hey, Cloud Kicker!”

She glanced over her shoulder, gesturing students to give her a moment. “Midnight, I thought that was you earlier! When did you get wings!?”

Midnight grinned, “Yesterday actually.”

“And you're already flying!?”

“Uh, yeah.” She hadn't thought of that. How did she explain to ponies that didn't know her secret how she'd learned to fly? “I've always been a quick learner,” she said finally with a shrug.

“I guess...”

“Anyway, do you know where Rainbow went?” She asked to change the subject.

“Oh, Steel Feather came with a royal summons for her from Twilight.”

Midnight's eyes widened in surprise. “Mom sent Rainbow a royal summons!?”

She nodded. “We thought that was pretty unusual, so we figured it must be important.”

“Hmm... I passed Steel Feather when I left earlier; I thought it was strange that he was in armor... I wonder what's going on.”

“He wouldn't say; but if Twilight is sending summons to her friends, it must be urgent.”

“Yeah,” Midnight agreed. “Well I guess I'll try at the library then. Thanks.”

“See you around, Midnight.”

Diving back down to where Scootaloo waited, Midnight pulled up at the last second and landed easily by her side.

“Apparently my mom sent Rainbow a royal summons,” She told her letting her surprise show.


Midnight nodded. “That's what Cloud Kicker said. So I guess we should try at the library. It's got to be something big if mom is sending out summons to her friends.”

“Yeah, let's hurry.”

She nodded again and took off as Scootaloo sped off as well, both heading back toward Ponyville.

Scootaloo had never been slow, and with Midnight flying; it only took them a few minutes to get back to town and make their way to the library. What they found there was as surprising as hearing about the royal summons. Four of Twilight's guards were standing in front of the door in full armor and every light in the library seemed to be on.

Together they approached the guards. All of Twilight's guards had lived in Ponyville long enough to be known and all of them of course knew Midnight, so they weren't suspicious as she and Scootaloo approached. They didn't even seem surprised that Midnight had wings, but then Twilight had probably told them about that.

“Hey guys, What's going on?” Midnight asked.

The ranking guard shook his head. “We haven't been informed. Princess Twilight did say to send you in if you showed up, but I'm afraid Scootaloo will have to wait out here,” he said giving the pegasus an apologetic look.

Scootaloo shrugged. “That's alright.”

“I'll just see what's going on,” Midnight told her. Then the guard opened the door and let Midnight in. Everypony in the room seemed to have frozen when the door opened and it was quite a crowd. There was Twilight and Rainbow of course. Along with Rainbow though there were several of the Wonderbolts all gathered to one side of the room. Across from them was most of Twilight's pegasus guard as well as Valor, all in armor. The mayor was there as well, and lastly, standing next to Twilight was Zecora.

“Midnight, there you are,” Twilight said breaking the silence that had fallen over the room. “I hear you were seen around town today...”

“Is that a problem?” She asked, worried she'd done something wrong.

“Oh no, no. It was going to get out around town sooner or later. It seems though that it will be a bit longer before we can make a public announcement of your ascension.”

“Ascension?” One of the Wonderbolts, Lightning Dust, echoed sounding surprised.

“What is this, both wings and horn? Midnight Star, you've become an alicorn,” Zecora said noticing Midnight's wings then as well.

Twilight smiled proudly. “Yes, for those I haven't informed already, my daughter, Midnight Star, has ascended to an alicorn. Until we can make a public announcement however, we'd like to keep the rumors to a minimum,” she said putting extra emphasis on the last part.

“So keep it to yourself for now,” Rainbow advised her friend and subordinate.

“Righto, Captain.” Lightning said throwing her a salute. Rainbow just rolled her eyes.

Midnight ignored the interchange though. “What's going on?”

“I was just getting to that when you came in,” Twilight told her then gestured for her to join them at the table. Midnight did without hesitation and when she had Twilight gestured to a letter and map of Equestria laid out in front of her. “As I was saying, about two hours ago I received an urgent letter from Princess Celestia. To put it simply, two of our neighboring nations seem to be in trouble. The cause however is unknown.

“Our last contact with Saddle Arabia was over a month ago. At the time everything was fine, but we haven't had word from them since and none of our messengers sent to their lands in the past few weeks have returned.

“Then, last night, Princess Celestia received and urgent missive from the zebra homeland that their land was being destroyed by a terrible blizzard. Now Zecora informs me that snow is practically unheard of even in the dead of winter in their homeland, let alone in late summer, so it is unlikely that this storm is natural.”

Something about the situation Twilight described tugged at Midnight's memory, something to do with the blizzard, but she couldn't quite place it. It made her worry though.

Twilight began pacing as she continued. “We can't afford to ignore this. As Saddle Arabia and the zebra homeland border each other, it seems likely that these occurrences are connected. It is also possible that whatever is happening in the south could spread into Equestria as well.

“Princess Celestia and Princess Luna are heading to Saddle Arabia as we speak in order to investigate, but at the same time Celestia has asked me to take a number of the guard and investigate the strange weather in the zebra homeland.”

She pointed to the south eastern border on the map. “The badlands separate us from the zebra homeland, but the messenger indicated that a great number of zebra have been crossing the badlands seeking refuge from the blizzard. That's not an easy journey by hoof, the badlands are nearly as far across as Equestria and are nothing but dry crumbling rock as far as the eye can see. The situation must be dire to make them even consider crossing.”

Twilight then gestured to the southernmost city near the badlands. “I've already sent word to Dodge city ordering the guard there to head to the pass and set up a refugee camp for the zebra coming through the badlands. I will be leaving tonight, taking the night train to Dodge and then flying south from there.” She looked up at Rainbow. “Rainbow, as part of the royal guard, I'm going to have to ask you and the Wonderbolts to join me and my own pegasi guard. Celestia and Luna took all the pegasi guard from Canterlot and we don't have time to send to one of the other cities for more.”

“No problem, Twi, we all keep up on our guard training.” Rainbow said with a salute. “It's about time I dusted off that old armor.”

“Yes, don't forget it. I hope there's no trouble, but we'd better prepare for the worst.” She turned to Rainbow's husband. “Valor, unfortunately you and the rest of my guard won't be able to keep up once we get to Dodge; instead you will be joining the Dodge guard in setting up the refugee camp that will also serve as our base camp.”

He saluted. “As you wish, Princess.”

“Alright, from the base camp it will be about a day and a half flight across the badlands to reach the zebra homeland. Then we'll just have to see what's going on. Any questions?”

“Yeah, you keep calling it the zebra homeland, doesn't it have a name?” Lightning Dust asked.

“It does,” Twilight explained, glancing at Zecora; “but to the zebra, the name of their homeland is sacred. The don't share it with outsiders; and they also are greatly offended if you call it by any other name. So we always refer to it simply as the zebra homeland.”

“Really?” Rainbow asked raising an eyebrow at Zecora.

“Twilight Sparkle speaks true; but do not believe I think less of you. Though I consider you all friends dear; my homeland's name is simply not yours to hear,” Zecora answered in her usual rhymes.

“Heh, no problem Zecora, we understand,” Rainbow assured her. “But do all zebra talk in rhymes like you do?”

“Not all, but many speak thus; it is a tradition quite old for us. To speak in rhyme takes much quick thought; and it is with our wits that most our battles are fought.”

“Interesting,” Valor said thoughtfully. “So it's true then that most zebra internal disputes are settled through debate?”

Zecora just nodded in answer then turned to Twilight. “I ask you please, go with haste; many of my kin have died crossing the waste. I fear that those fleeing the cold, will suffer greatly, both young and old.”

Twilight reached out with one wing and pat Zecora's shoulder; “We'll do everything we can to help them, Zecora,” she said in a comforting tone. Midnight couldn't help worrying as well. Whatever was causing that blizzard would likely involve powerful magic.

Then Twilight turned back to the rest of the gathering. “Alright, The over-night train leaves at eight fifteen pm. That gives you all a little over three hours to get ready,” she told them making it a dismissal. As Twilight was the highest authority there, most of the guards and Wonderbolts began filing out of the library, leaving just Twilight, Midnight, Rainbow, Valor, the mayor and Zecora.

“I'll go with you,” Midnight spoke up finally.

Twilight shook her head; “No, Midnight. I wanted you to know what's going on, but you're staying here.”

“Mom, you know how powerful I am; if there's trouble I can help!” She objected.

“Midnight!” Twilight said in a firm scolding tone. “First of all, though you already can fly, you are in no shape to do that kind of long distance flying. I don't even know how well I'll do and I've been training with Rainbow for years.”

“But...” Midnight started only to have Twilight cut her off.

“Secondly, around town is one thing, but you being seen crossing Equestria as an unknown alicorn will cause all kinds of rumors and worry. You're staying here.”

Midnight gave her a stubborn look, but it was clear her mom wasn't going to change her mind. “Fine,” she grumbled finally.

“Hey, don't worry kid; I'll keep an eye on Twi.” Rainbow said giving her a friendly jab. “She's right, though; you're going to have to train up a bit before you try a long flight like that.”

Midnight sighed forcing herself to remember that Twilight was even more powerful than her. And with most of her pegasus guard as well as Rainbow and the Wonderbolts, she'd have plenty of bodyguards.

Then she remembered why she'd come to the library in the first place. Remembered that Scootaloo was waiting outside excited to show Rainbow her new wings... Rainbow who was now going to be leaving that night for several days, possibly longer. “Oh no,” she said softly. “Rainbow, this... Scootaloo is going to be devastated.”

Rainbow looked at her surprised. “What do you mean?”

“We were looking for you, that's why we came to the library. The gift I gave her...” She sighed heavily. “You'll see, she's waiting outside.”

“She is?” Rainbow looked over at Twilight who was discussing something with the mayor and Zecora. “Twi, we done here?”

Twilight looked over at her. “Yes, just be at the train station by eight,” she said then turned back to the mayor and Zecora.

“Let's go talk to Scoots then,” Rainbow said gesturing to the door.

Midnight followed her out, but she wasn't looking forward to seeing Scootaloo's disappointment when she found out that she'd have to wait a while longer to learn how to fly from Rainbow.

“There you are!” Scootaloo said smiling as she saw them emerge from the library. She gone across the street to a small patch of grass while she waited, but jumped to her hooves as soon as she saw them.

“Hey, kid,” Rainbow said in greeting and briefly embraced her adoptive sister.

“A royal summons from Twilight, huh? Must have been important,” Scootaloo said grinning as she stepped back.

“Yeah, shouldn't really talk about it; but it's pretty big,” Rainbow told her. “But I hear Midnight finally gave you her gift? I have to admit, I'm curious just what it is.”

Scootaloo stood proudly showing it off. “The necklace,” she said pointing to it with a fore-hoof.

Rainbow raised an eyebrow, unsure why Scootaloo would be so happy about a necklace. “Really? That's it?” She said glancing over at Midnight for confirmation.

“Yeah, but watch what it does!” Scootaloo said grinning. Then she opened her wings.

The spell activated and with the magenta glow of her magic the translucent feather extensions appeared extending her wings to be full sized. She then flapped her wings a few times to show how they moved exactly with her wings.

Rainbows eyes were wide, her mouth hanging open.

“Isn't it great!” Scootaloo said excitedly looking back at her winds herself. “They work too! I almost took off on accident when we were searching for you!” She turned back to Rainbow and there were tears in her eyes. Midnight wanted to scream, knowing what was coming. “I can finally learn to fly! And you can teach me!”

Rainbow started to smile, but then the realization hit her and she looked sharply at Midnight. “That's what you meant,” she said softly.

Scootaloo looked between them realizing something was wrong as she saw Midnight's downcast eyes. “What is it?” She asked sounding worried.

Rainbow turned back to her. “Scoots... I'm going away for a while,” she said in an unusually gentle tone Midnight had never heard from her.

“You... you are?”

Rainbow nodded sadly. “Twilight has asked for me and the rest of the Wonderbolts to accompany her on and important mission. We're leaving tonight, and it sounds like we'll be gone at least a week, probably more.”

Scootaloo seemed to wilt, her excitement melted away. “Oh, I see...”

Rainbow didn't hesitate to pull her into a comforting embrace. “I know what this means to you. I'll gladly teach you when we get back, but if you don't want to wait, I understand. There's plenty of other pegasi around that are excellent fliers and would be glad to teach you.”

Scootaloo shook her head. “No, I want to learn from you,” she said firmly then put on a forced smile though there were tears in her eyes. “I've waited most my life to learn how to fly; what's a week or two more...”

Rainbow smiled sadly as well and embraced her once more. “I'll teach you everything I know, just as soon as we get back. I promise.”

Chapter 9: Badlands and Frozen Jungles

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Midnight Star: The Frozen Empire
By Nebula Star

Part 1: Shadows of the Past
Chapter 9: Badlands and Frozen Jungles

Going through her mental checklist one more time, Twilight stood on the platform of the last train of the day bound for Dodge City. She'd never use to rely on mental checklists. But when Midnight had gone on a streak of playfully hiding her checklists, she'd had little choice. She smiled remembering ten-year-old Midnight running off giggling with another stolen checklist in her magic. Twilight had never been able to bring herself to be angry with Midnight at the time, not after the first time anyway.

With a sigh, she brought herself back to the matter at hoof. She was fairly certain she'd packed everything she'd need and everypony was accounted for, so it seemed they were ready. They just had a few minutes to say goodbye before they needed to board the train.

Looking up she smiled at her family. Midnight watched from a little ways off. She still seemed worried. With her, of course, was Spike, who didn't like being left behind any more than Midnight did.

“Well, it's almost time,” She said, walking over to them.

Midnight nodded. The worry in her eyes was clear though, as she stepped forward and wrapped her foreleg's around Twilight in a hug. “Be careful, mom. Whatever is causing that blizzard, there has to be powerful magic behind it,” she said softly.

Twilight returned her daughter's embrace with one fore-leg and both wings. “I know, we're just going to check things out,” she said then stepped back and smiled. “It's just a little field research.”

Midnight smiled weakly then Twilight saw a look in her eye that she knew well.

She held up a hoof in a stopping gesture. “Midnight, I'd take you with if I thought you could handle the flight, but you can't.”

“I could try!” She objected, but Twilight just gave her an admonishing look.

“Midnight, you just got your wings. Don't be foolish,” she said firmly. “Besides, you know that's not the only reason I asked you to stay.”

“I know...”

Twilight gently pat her shoulder. “Don't worry, everything will be fine.”

She sighed. “I hope so...”

With a soft laugh Twilight hugged her once more. “It's not like I can't take care of myself, Midnight,” she said then gave her a wink. “You forget, you're the one who taught me how to reach my true potential.”

She couldn't help smiling. “I guess that's true.”

Twilight smiled. “I'll be fine, Midnight. Try not to worry,” she said then turned to Spike crouching down to give him a hug.

“Be safe, Twi,” he said simply and Twilight smiled.

“I will.”

“And come back as soon as you can; it's going to be pretty boring around here without you. I mean, what am I suppose to do without you to clean up after,” Spike told her grinning.

Twilight laughed. “Well you could help Midnight with chores around her place.”

Spike snorted. “Twi, Midnight actually cleans up after herself. Chores I could do around her place will take me ten minutes.”

Midnight giggled. “He's got a point, mom. If it weren't for Spike, the library would be a disaster area after only one or two days of your study habits.”

Twilight blushed. “Well that's why I need an assistant.”

“And who's your number one assistant?” Spike asked unable to resist inflating his pride a little.

“Pinkie Pie,” Twilight said without missing a beat.

Spike gave her an annoyed look folding his arms across his chest.

Finally Twilight gave in. “Alright, it's you,” she said with a grin, nudging him with her wing.

“That's right!” He said firmly.

Twilight smiled and took a deep breath. “Well, I better go say goodbye to my friends before it's too late. Be safe, both of you. And you keep an eye on Midnight, Spike.”

“I will.”

She smiled once more then with one last wave she went over to where four of her friends were gathered. Rainbow of course was going with and had already said goodbye.


“Well there they go,” Midnight said softly then sighed as she and Spike watched the train slowly trundled down the tracks from the Ponyville station. They watched from the platform a moment more then, together, they left the station heading back into Ponyville.

“So, you going to crash at my place while mom is gone?” Midnight asked as they descended the steps from the train station. Spike had often stayed with Midnight when Twilight was away, mostly to avoid being lonely.

“If that's alright with you.”

Midnight smiled. “Of course. We can stop by the library on the way and get your things.”

“Okay,” he said clearly relieved that Midnight was willing to let him stay with her. He did tend to get lonely whenever it was just him. “So you have any plans tonight?”

Midnight grinned to herself. “Well I was thinking I'd chain you up in the basement of the library and then go on a rampage now that the only pony who could possibly stop me is gone.”

Spike froze mid step. “What...?” He gasped.

Midnight gave him a sly look over her shoulder, but then relented when she saw the fear coming to his eyes. “I'm kidding!” She said then couldn't help laughing.

“That's not funny!” He said, giving her an angry look.

“Spike, come on... It's a joke.”

“Maybe it would be funny if it hadn't really happened before,” he said still sounding angry as he started walking again. “But that was the worst night of my life!”

Midnight grinned as he caught up and she started walking again as well. “Really, even worse than when you found out Rarity was dating that unicorn professor from the school?”

“Okay, maybe second worst...”

“Or when she was dating one of the Wonderbolts?”

“That didn't last long though...”

“Or the unicorn from Canterlot?”

“That's not fair; I walked in on them kissing!”

“Or when she got engaged last week?”


Midnight gave him another sly grin to show she was joking. Even so, it was almost an hour before he forgave her for the jest.


Rainbow looked out the window of the train at the landscape revealed by the light of early sunrise. It was one good sign at least. They always knew if Celestia and Luna were safe so long as the sun and moon continued to rise and set, each in their time. Especially since Princess Twilight, the only other pony who could manage the celestial orbs, was sleeping in.

At least she hadn't come out of the royal car yet. Rainbow looked back towards the door connecting the cars, debating whether to go wake her or not. It looked like they were getting close to their destination and she knew that Twilight wanted to be on their way as quickly as possible to where the refugee camp was already being set up.

They would be staying at the camp themselves for one night, then they'd be flying out from there the following morning. They could just fly out from Dodge and let the Unicorns and Earth ponies of the guard make their way to the camp on their own, but Twilight wanted to make sure the Refugee camp was well organized.

She looked out the window again, trying to guess how much longer they had until they arrived. Dodge City was barely more than a large town really; not all that much larger than Ponyville these days. In fact, Ponyville may have Dodge beat now.

Finally she decided she'd better make sure Twilight was up. Opening the door to a burst of typical train noise, she stepped across to the royal car and opened the door. While the rest of the sleeper cars only had small bunks in the rooms, the Royal car was almost half taken up by an alicorn sized bed. A bed that would make any normal sized pony look small, but for Twilight, it was just about right. She was curled up in the bed, still fast asleep.

Knowing she'd need time to get herself ready before they arrived, Rainbow decided she'd better wake her friend and stepped into the car. To her surprise, Twilight blinked open her eyes as soon as Rainbow stepped in and raised her head looking toward the door. “Rainbow? What are you doing?”

“How did you...?”

Twilight yawned widely before answering. “I put a security spell on the car to wake me if anypony came in,” she explained drowsily.

Rainbow raised an eyebrow. “Afraid of being attacked?”

She grinned. “With you in the next car? Don't think I've forgotten what you and Pinkie pulled last spring.”

The look on Twilight's face after that particular incident came to mind and Rainbow couldn't help grinning. “Twi, I wouldn't pull something like that on an important mission,” she objected though.

Twilight smiled. “I know, actually I just thought it would be better to wake up to a security spell than to somepony shaking me. I thought I might sleep in.”

“Well you have. We should be getting close to Dodge, so I came back to make sure you were awake.”

She yawned again. “Oh good, thanks.”

Rainbow hesitated a moment more in the doorway. “Why did you think you'd sleep in?”

“I was up late studying.”

“Studying? Studying what?”

She gestured to a book on a shelf by her flight bags. “Weather manipulation magic. There's surprisingly little available on the subject. It seems that ever since the founding of Equestria, the unicorns of our land just haven't bothered with weather magic. I mean, why should they when you pegasi can do just about everything concerning weather faster and better.”

“That's true,” Rainbow agreed. “Find anything that might help us?”

She shook her head. “I was hoping to see if I could find out what kind of magic it would take to make it cold enough to snow in the middle of the summer. But from what that book says, to do so would be nearly impossible with unicorn magic. You'd need thousands of unicorns to even have a chance of causing such a cold snap so quickly.”


Twilight nodded. “So whatever is causing it, it is either powerful or it possesses a power far different from normal pony magic, probably both.”

Powerful and unknown... “This could be dangerous then, we'll have to be careful,” Rainbow said in an uncommonly thoughtful tone for her.

“Yes,” Twilight agreed; then she stretched her wings wide; almost touching the sides of the car. “Well, I'd better get ready. Is Valor already up?”

Rainbow grinned. “Of course. The big lug always manages to sleep like a rock even on too-small, hard-as-rock train cots.”

Twilight grinned. “You didn't keep him up?”

“Why do you think I said the cots were too small? They're fine for just sleeping...”

She rolled her eyes. “Well go make sure the rest of the guard and your Wonderbolts are ready to go when we arrive. I want to reach the camp as soon as possible.”

Rainbow threw her a salute. “You've got it, Princess,” she said then turned and left the car returning to the main sleeper car where she began rapping on the doors that housed the rest of the Wonderbolts. “Roll call in ten minutes!” She called each time until she reached her own cabin that she'd of course shared with Valor.

“I made sure Twilight was up,” She told her husband as she entered the small room. He'd already put up the cot and was doing his morning exorcises as best he could in the small space. At the moment he had his hind hooves up on the bench and was doing some standard push-ups.

“Good, I suppose I'd better go make sure the rest of the guard is up as well.” He said doing one last pushup. Then, getting to all fours, he gave Rainbow a quick kiss that made her wish they had time for more. The cots really were too small though.

“If we're still on time, we should be arriving in a half hour.” She told him and he nodded as he left the cabin. Once he was gone, Rainbow pulled down her pack and got out her armor.

Almost identical to the armor of the Royal guard; the armor the Wonderbolts were given only had two differences. First was the lack of a helm. The Wonderbolts specialized in fast and often dangerous flight maneuvers, even in combat; and so having unobstructed peripheral vision was vital. The second difference was that instead of a star in the center of their chest, the Wonderbolt's armor had two blue lightning bolts angling inward so the points came together at the bottom.

With a sigh, she began putting it on. The armor would weigh her down, but wearing it was still easier than carrying it. The rest of the Wonderbolts knew that they were to wear their armor today as well, even if they were just going as far as the Refugee camp.


“Does she have to stop and talk to every group?” Lightning Dust grumbled only loud enough for Rainbow to hear. After staying overnight at the refugee camp, Lightning had gotten more than her fill of the constantly rhyming zebra.

Rainbow glanced at her. “Twi doesn't like to see anypony suffer when she can help or at the least give comfort.”

“But we could have already crossed this forsaken desert by now, broken up their little blizzard and be on our way home.” Lightning growled impatiently. She didn't understand how Rainbow wasn't jumping out of her skin to be on their way as well. But then Rainbow had changed a lot since she'd gotten married, and honestly, Lightning wasn't sure if she liked the changes.

Of course, if it weren't for Rainbow, she wouldn't have the life she had now. It had been Rainbow that had gotten her a second chance to join the Wonderbolts after her recklessness had cost her the first. She'd learned her lesson, she knew she wasn't a good leader. Since joining the Wonderbolts she'd always flown as a wingpony and refused every chance she'd had to fly lead. She'd blown one chance already, she wasn't going to blow another. She knew she was still reckless at times, so it was better for her to not have the temptation of being in the lead.

Her refusal to take lead positions had earned her the nickname of the 'eternal wingpony.' She'd taken it in good humor, knowing it was for the best. Of course when Rainbow had offered to let her be her wingpony, she'd gladly accepted.

“It's not that simple, Dust. According to what the zebra said, when this storm swept in it went from sweltering summer heat to freezing in a couple of hours. This is no natural storm, and from what Twi told me it would take an army of unicorns to do that with magic.” Rainbow shook her head. “We'll have to be on our guard.”

“Still, we could at least be across this sand-blasted rock garden!”

Rainbow gave her a grin. “Now you know why the rest of the guard is jealous of us. They have to do this kind of thing on a regular basis.”

Lightning just grunted in response.


“No new information,” Twilight told Rainbow simply as she rejoined the rest of the group after talking with the leaders of the zebra caravan and offering what comfort she could. It was the sixth caravan they'd passed while crossing the badlands. “They have no idea what's causing the storm, but their homes weren't built for the cold.”

“So they had to run.” Rainbow nodded. “Same story... guess we'll find out for ourselves when we get there,” she said looking south to where the southern mountain range was nearing. That range separated the badlands from the zebra Homeland much like the northern range separated the badlands from Equestria. There was only one pass through each of the ranges, and one long winding road through the enormous rock formations of the badlands.

“We should be able to just get through the pass by nightfall,” Twilight said thinking. “We'll make camp just the other side. From what this group said we should be able to see the storm from there. It's moving slowly, but they said it is coming this way...”

“So much for hoping it would just continue east.” Rainbow sighed. “Well let's get going, we'll want some time to set up camp before it gets dark.”

Twilight nodded in agreement and opening her wings, she gave the signal and Rainbow, along with the rest of the Wonderbolts and her pegasus guard took flight following her lead.

They didn't pass any more caravans on the way south and so they reached the pass well before sunset. After climbing up and over through the mountain pass, they descended down again towards the jungles of the zebra homeland. The sweltering heat they felt as they found a place to make camp was in stark contrast to what they saw to the south. Only a short flight's distance away, the green of the jungles gave way to the white of new-fallen snow. And there, looming over the whitened landscape were the dark clouds that were to blame. Just seeing it, Twilight knew that this was no natural storm.


“Well we're not going to see anything from here...” Rainbow said and Twilight nodded, but hovered a moment longer looking at the clouds and feeling like she should know what they were; what was causing them.

While they had left four behind to watch their camp, the Wonderbolts and the rest of her guard hovered nearby, waiting for her orders.

It wasn't going to be easy flying once they got into that storm. They'd all worn an extra layer of cloths to keep them warm, but by the looks of the storm, the cold was likely to be the least of their worries. Even where they hovered they could feel a shadow of the winds that raged within the blizzard. Such high winds would be dangerous enough to fly in. Let alone in the low visibility created by the swirling snow the winds carried.

“We'll, there's no other choice, we have to find out what's causing this...” Twilight said, resigning herself to some difficult flying. “Stay in close formation and don't get separated. I'll use my magic to shield us from the wind as much as possible, but if it gets too bad we'll go down to ground level.” With that, she led the way into the storm.

It wasn't bad at first. The wind picked up a bit as the cold air began to nip at the parts of her that weren't covered, but she created a shield to deflect most of the wind around them. It wasn't a difficult spell and the wind wasn't very strong so she wasn't straining her magic in the least. At first.

Ten minutes later the winds howled around them and even with her shield they struggled to maintain their course. So far there was still no sign of whatever was behind the strange weather.

“Lovely weather we're having!” Rainbow shouted sarcastically, but Twilight barely heard her over the wind.

She blinked furiously trying to keep the snow out of her eyes and belatedly wished she'd asked Midnight to make her a goggle enchant like she'd made for Sky. She wasn't sure how much further they could go, but she pressed on.

Another strong gust battered her shield and still managed to cause enough eddies around them to almost stop them as they struggled to maintain their formation. Twilight was breathing deeply from the double effort of difficult flying and maintaining her spell, but it wasn't too bad yet. Thanks to her larger size, she wasn't tossed around as easily as the other pegasi, but they were likely all in better shape than her.

'Something has to be causing this, and the most likely place that something will be is in the center of the storm,' Twilight thought to herself after another half hour fighting the wind. She could almost sense something, some kind of magic, ahead of them.

“Twi, I don't know how much more of this we can take!” Rainbow shouted over the howling of the wind.

She glanced over at Rainbow, expecting her friend to be flying along easily at her side.

She was there, but she wasn't flying easy. Rainbow looked about ready to drop and after a quick glance she saw the rest of the pegasi looked the same or worse. Twilight was stunned. She was tired, but not nearly that tired and she'd been casting the shield in addition to battling the winds the entire time as well. She knew as an alicorn she was stronger than normal ponies now, but she hadn't thought she would have that much greater of stamina as well.

Concerned for the pegasi, she gestured downward. “Let's land a moment!”

Rainbow nodded in agreement and with a quick gesture, passed the command to the rest of the pegasi. Twilight dove down toward the ground hidden somewhere in the whiteness below them. They had to go slowly though; it was a jungle after all and they had to watch for trees.

A few minutes later, after maneuvering through the dense canopy; quite a trick in a blizzard, though it was made easier by the reduced wind below the treeline, they reached the ground. Twilight landed first, but soon all the others landed around her. Rainbow held her head down a moment breathing deeply. Then finally looked up at Twilight looking confused.

“What the hay, Twilight? Why aren't you as exhausted as the rest of us?” She asked finally over the wind howling through the trees.

Twilight could only shrug. “Alicorn?” She said making it clear she was only guessing and didn't know for sure.

Rainbow seemed to be sure however. “That's just not fair...” She gasped.

Just then there was a strange howling that wasn't the wind from above the trees. Twilight and all the rest looked up at once but there was nothing to see but the trees and the whiteness beyond.

“What was that!?” one of the Wonderbolts exclaimed.

“No... it couldn't be...” Twilight said softly.

Rainbow was close enough to hear and glanced her way. “What is it?”

“I have an idea, I just hope I'm wrong,” She said then took a deep breath. It was clear the pegasi couldn't handle going further. In fact, they'd have a hard time making it back out of the storm judging by the way they were breathing. They were so close though; not far ahead she could sense something, some kind of magic. It was faint but definitely there. She couldn't tell what it was however.

“Alright, I think I'd better teleport you all back to the edge of the storm,” she said finally. “I'm going to go on a little further...”

“Whoa whoa whoa.” Rainbow said jumping in front of her. “Oh no you don't, Princess; Valor made me promise I wouldn't let you do anything reckless. I'm not about to let you go off on your own in this!” She gestured vaguely to the storm all around them.

“We have to find out what's causing this, Rainbow.”

“You heard that howl, Twi, something's out there! Now it's our job to protect you, so you're not going anywhere without us!” She said firmly and got several approving nods from the other pegasi. “We'll go on hoof if we have to.”

Twilight shook her head. “No, you're all exhausted already...”

“Twilight! We're not leaving you!” Rainbow cut her off standing directly in front of her in a stance that said she wasn't going to give an inch on this. Twilight looked down at her, she'd for the most part gotten use to her height as she continued to grow into her alicorn stature, but it was times like these that she couldn't help thinking how strange it was to be looking down at her friends. Though Rainbow was trying to put on an air of command, she seemed almost like a stubborn filly mostly because of their difference in size now. Did Celestia and Luna feel this way at times about the ponies under their rule?

Rainbow was right though, it was their job to protect her and she knew they wouldn't leave her side for anything.

“Alright, you're right, Rainbow. Let's teleport back for now and get some rest. Then we'll try again later, even if we have to go on hoof.”

Rainbow nodded satisfied.

Twilight smiled. “Alright, everypony gather around!” She called to the others. “We're teleporting back to the edge of the storm.” Several of the pegasi looked relieved, they were all exhausted to varying degrees and clearly hadn't been looking forward to flying back out of the blizzard. They gathered close. Twilight had trained all her guard how to handle teleportation, but the Wonderbolts weren't typically part of her guard. Several of them looked a little nervous as they stepped closer with the others.

“Here goes!” She said and her horn flashed brightly as her magic enveloped them all in bright light.


Rainbow blinked furiously in the bright light of the sun as the magic from Twilight's teleportation spell faded. They were back on a ridge they'd seen just about a mile north of the storm. Rainbow knew Twilight's teleportation spell had a limited range and this had to be nearly at that limit.

The sun and the heat felt wonderful after the blizzard and she closed her eyes and opened her wings a little to absorb the sun's rays. She didn't get to enjoy it for long however.

“Where's the princess!?” Lightning shouted suddenly and Rainbow's eyes shot open again. A quick glance was all it took to see that Twilight wasn't among them. But Rainbow knew immediately where she must be...

She cursed under her breath and looked back toward the storm; “Dammit, Twi, what are you thinking!?”


“Sorry...” Twilight said softly as the light from the teleportation spell faded. She knew this probably wasn't a good idea, but they needed to know what was causing the storm. She had an idea, but it didn't seem possible.

Creating a shield around herself to protect her from the wind, she took off again. The smaller shield took a lot less effort than the larger one had and she was able to make it more effective so that flight wasn't much more difficult than normal. She climbed quickly, maneuvering through the jungle canopy and back into the swirling whiteness above. Howling filled the air around her, and not all from the wind.

There was something up there, in the clouds. She could sense their magic, but it definitely wasn't pony magic. It was a kind of magic she'd never sensed before.

Twilight climbed further into the clouds following what she could sense; she had to know for sure.

Suddenly the clouds opened up and there they were. Ghostly bodies in the form of horses, galloping through the air; eyes glowing with malice as their magic froze the world around them. It was as she feared: windigoes. Hundreds of them, all circling in what she knew had to be center of the storm.

Eyes wide, Twilight dove back into the cover of the clouds. It was impossible, windigoes drew their power from strife and hatred! The zebra may not be quite as harmonious as Equestria, but there was no way there was enough hatred among them to give so many windigoes this kind of power. Where were they getting their power? Who was feeding them with hatred?

She looked downward. There had to be something, somepony, providing the spirit beasts with hatred. But none of the zebra had ever seen anything, which meant that whoever it was, they were using the storm as cover to hide themselves.

Diving back down toward the ground she cast outward, searching for traces of magic that she may have missed before. Nothing.

That can't be. Something is feeding those Windigoes power. Twilight frowned. Could they somehow be hiding their magic? Who would even know how to do that?

Then she felt something. Only for a moment, but it was definitely there, below.

Twilight dove down toward where she'd sensed the glimmer of magic at first but then thought better of it and changed directions, landing a good distance away in what seemed to be a clearing. Releasing her shield spell she braced herself as the wind swept over her. Then keeping low she began making her way back toward where she'd sensed the flicker of magic.

After a short ways she saw the first mound. Curious, Twilight took a few steps toward it. It was one of the zebras' homes, she realized, collapsed from the weight of the snow they weren't built to withstand. Several other similar mounds were nearby. This was a village, she realized, and she was likely walking along one of the roads or paths. She moved slowly, keeping close to the mounds hoping they would allow her to stay hidden.

Then she ran out of mounds. There was an open area ahead, but she didn't sense anything and she was still a ways out from where she'd sensed the magic. She decided to just cross it quickly.

Magic. Twilight barely had time to cast a shield spell to absorb the decidedly hostile spell directed at her chest. Half a dozen more spells flared to life all around her. It was an ambush. She jumped back as the spells crossed through the air where she'd been standing. The spells were powerful; far too powerful. They would be deadly at a fraction of the strength she sensed. That many spells at that kind of power; they were meant to break through a magic barrier and still be strong enough to kill. But it was definitely unicorn magic.

She knew what she needed now. Time to go.

Dodging another volley of magic she drew on her own power and cast her teleportation spell.

Nothing happened.

Twilight's eyes widened. They were blocking her teleportation spell. Her mind spun as she was forced to dodge another wave of attacks. Teleportation was a rare ability; she only knew of a handful of Unicorns that could cast the spell at all, let alone under pressure. She'd taught most of them herself. That these unicorns not only knew how to block teleportation, let alone that they would bother to do so meant one of two things. Either they were extremely cautious, or they knew who they were fighting.

Diving out of the way of another volley of spells she had to assume it was the latter. Two of those spells would be enough to break through even Celestia's magic. Half a dozen... that was meant for her.

They can't keep casting such powerful spells for long though, she thought and as if on cue they changed tactics. Dozens of weaker but still dangerous spells began to crisscross through the air around her, many just above her head. They didn't want her taking off, she realized. That was her best chance for escape. unicorns couldn't follow her into the sky, so they were keeping her pinned down.

She was forced to shield herself as far too many spells blanketed the area. Far more than she could dodge. She had to get out of the middle of them. There seemed to be thirteen in all. She looked around but could only see flashes of light and faint shadows through the snow.

I'm not here to fight; no need to conserve energy... She thought to herself and without hesitation she cast two spells at once; one a shield that would protect her for a few moments, and the other... the other was something she'd seen once, at Sweet Apple Acres eleven years ago. It was the spell Midnight had cast to destroy the farm. She didn't need hers to be nearly as powerful though and it only took a moment to gather the energy needed. Then she released the spell.

The snow was blown back from her with a tremendous explosion of wind. They weren't prepared for the spell. As the snow was blasted away, so were they. The few she saw in front of her were thrown nearly a dozen paces through the air.

Twilight hesitated though as she saw them clearly for the first time. What she saw just didn't seem possible. Their coats seemed to be covered in a layer of frost and their bodies were encased in ice, like armor, that wasn't melting. It was as if their bodies were already frozen and held no warmth.

Her hesitation nearly cost her her life. One of the unicorns to the side of her had recovered quicker than the others and cast another spell. Twilight wasn't ready, and her shield had already been exhausted. His aim however, was high and instead of hitting her in the side of her head, the spell impacted on her horn. It was a freezing spell, she realized as she felt the pain of her horn freezing solid. In moments it was likely her horn would crack off and she'd lose her magic completely.

Panicked, Twilight did the first thing that came to mind. She exploded into a cloud of energy. Then with speed that even Rainbow Dash couldn't match, she zipped off through the blizzard hoping that her magic would last long enough for her to get away. As she did though she sensed what had been hidden before. The thirteen that had attacked her were but a small part. Now she sensed an army. Thousands; there were thousands of them. She had to escape, she had to warn Equestria! If she could just make it to the edge of the storm before her magic failed completely... Luck wasn't with her.

She felt herself rematerialize a few moments later as her magic failed her and even as she opened her eyes her horn cracked off completely. She estimated that at the speed she was going in her cloud form she had likely already made it more than halfway back. But without her magic she was completely at the mercy of the storm.

Rainbow had insisted that she take some courses on flying in hazardous conditions, but that had been years ago. Even so, she remembered some of it. She just hoped it was enough.


Rainbow paced back and forth in front of the rest of the Pegasi watching the storm clouds like a hawk. They wanted to get in there; to find Twilight, but they had no way to do so. With the limited visibility they could fly past her within a hundred paces and never know it. So they were stuck waiting.

“Twilight, what were you thinking...” She said softly to herself for the hundredth time.

“What are your orders, Captain?” Lightning asked stepping up to her. It had been nearly an hour since Twilight had teleported them out to the ridge.

“Nothing to do but wait,” Rainbow said heavily as she continued pacing.

“Don't worry too much, Rainbow. She is a princess, and Twilight's the most powerful alicorn right?”

Rainbow sighed looking back at her. “Yeah... but still.”

“I see her!” One of the guards shouted suddenly and Rainbow snapped her eyes back to the cloud. She saw Twilight immediately and not long after she realized her friend was in trouble. She seemed to be struggling to stay aloft.

Rainbow jumped into action immediately, launching herself at high speed to help her friend. Even her speed wasn't enough to get her to Twilight in time. Twilight crashed to the ground not far from the edge of the storm, tumbling several paces before finally coming to a stop where she laid terrifyingly still. Rainbow put on another burst of speed, breaking the sound barrier in an explosion of color.

Twilight still hadn't moved when Rainbow reached her. Landing at a full gallop she skidded to a stop at Twilight's side. “Twi!”

She was unconscious but her injuries were all too obvious. Her horn was gone, and the stump that remained was frosted at the broken end. In addition one of her wings was bent oddly just past the first joint.

The other Wonderbolts were the first to reach them, and landed in nearly as much haste as Rainbow herself had.

“Her wing's broken,” one of them unnecessarily announced. Any pegasi could recognize a broken wing when they saw one.

“Who has the first aid kit!?” Rainbow shouted. “We need to splint this!”

“I've got it.”

It only took them a few minutes to splint Twilight's wing and bind it to her side.

“Rainbow, she still needs a doctor.” Lightning said softly.

“I know!” Rainbow shouted in worry then cursed under her breath. While they all had basic training in first aid, they hadn't brought any trained field medics. In fact the only real medic in Twilight's guard was one of the unicorns they'd left at the refugee camp, and Rainbow knew for a fact he wasn't trained to handle wing injuries.

The closest hospitals were in Apple Loosa or Dodge; but neither town had many pegasi and so they didn't have doctors trained to deal with wing injuries either. After that the nearest town... was Ponyville.

She glanced at the other Wonderbolts and pegasi of the guard. The Wonderbolts were of course known for speed, and every one of them was a strong enough flier to carry even an alicorn like Twilight while flying. Even at their speeds though it would take almost two days hard flying, and they'd have to trade off carrying Twilight. It would be difficult, but it was the best option they had.

“Alright, here's what we're going to do...”


Rainbow looked down at Twilight as she carried her back through the pass, the Wonderbolts following close on either side. “Hang on, Twi,” she said softly to her unconscious friend. “You'll be alright, just hang on.”

Chapter 10: The Frozen Empire

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Midnight Star: The Frozen Empire
By Nebula Star

Part 2: To Build an Army
Chapter 10: The Frozen Empire

“You'll have to do better than that, Midnight!” Sky called back flying through the air above Ponyville, then twisted around in the air in a maneuver that Midnight didn't have a hope of matching.

She laughed and did the best she could to follow anyway, Wind just behind her. They'd been trying to keep up with Sky for a little over an hour already and while neither of them were a match for Sky's agility, Midnight was surprised to find that she was already doing better than Wind. He really wasn't very agile.

“Come on, you two! I'm going easy on you!” Sky taunted then dove down between the houses, weaving through the streets of Ponyville.

Midnight had to slow down to make several tight turns, falling even further behind. Then Sky pulled up and twisted around so she was momentarily flying through the air backwards with her wings folded. “Here's an easy one!” She said then spun around again to resume flying. With a snap roll she changed direction turning at a right angle down an ally.

Midnight didn't have a hope of making that turn at the speed they were going. She pulled up instead and climbed above the rooftops cutting the corner. Wind followed her, knowing his own limits all to well.

It was then that Midnight spotted a particular pony walking along one of the roads near the edge of town that was nearly deserted. That alone wouldn't have been odd if it weren't for who it was: Scootaloo.

It had been a couple days since she'd seen Scootaloo, they hadn't really talked since the day Twilight, Rainbow and the others had left.

“Midnight? Hey, Midnight?” Sky called to get her attention as she flew back to where she was. “Why'd you stop?”

Midnight glanced at her. “Uh, I'm going to take a break for a few minutes, you guys keep going,” she said and without another word dived down, angling toward Scootaloo. As she drew close she saw that Scootaloo was wearing the necklace she had given her. “Hey, Scoots!” she called as she landed and quickly trotted up alongside her.

“Oh, hey, Midnight,” she said smiling.

“You alright?” Midnight asked concerned.

Scootaloo looked at her surprised; “Yeah, I'm fine,” she said a little too quickly and turned forward again as she walked.

“You sure?”

“Of course.”

Midnight raised an eyebrow. “It's not like you to just go for a walk.”

“Oh, well I...” she stammered refusing to meet her eyes.

Midnight frowned. “Scoots, maybe you shouldn't wear the necklace for now. It's just a reminder...”

“No, I want to get use to it,” Scootaloo said quickly. “That way it will be that much easier to learn once Rainbow gets back.”

Midnight looked at her a moment more then sighed. “I'm really sorry, Scoots. If I had known, I would have waited.”

“It's not your fault, Midnight. You have nothing to be sorry for,” she said and smiled sincerely. “This is the best gift I've ever been given. If I have to wait a few days to learn how to use it, then I'll wait. It's still a great gift,” she said then noticed the sheen of sweat on Midnight's coat for the first time and raised an eyebrow. “What have you been up to?”

“Uh, well...”

“Oh so this is why you wanted to take a break!” Wind said as he landed alongside them. “Hey Scoots,” he added with a nod.

“Wind,” She said smiling in greeting. “You giving Midnight's new wings a workout?”

“Actually I've been giving both of them a workout.” Sky said landing on their other side. “Neither one of them can keep up though.”

Scootaloo grinned at that. “You couldn't keep up Wind? But you're the second fastest Pegasus alive!”

“But he can't corner to save his life,” Sky said with a smug grin at her brother.

Scootaloo laughed as Wind sighed heavily, unable to deny it. Then she grinned. “Well, maybe in a couple weeks I'll be able to join you sometimes.”

“Join us?” Sky echoed confused.

Scootaloo seemed surprised that she didn't know and looked to Midnight for an explanation.

“I haven't told them,” Midnight told her grinning.

“Told us what?” Sky asked, curious.

“You remember when Copper suggested I make a special gift for somepony to take my mind off of things?”

They both nodded and glanced at Scootaloo again, this time noticing the necklace she was wearing.

“Well I decided to make a gift for Scoots,” Midnight told them then looked at Scootaloo. “You want to show them?”

Scootaloo grinned and opened her wings activating the spell.

“Oh wow!” Sky exclaimed seeing Scootaloo's extended wings. “Do they work!?”

“Yeah, I almost took off on accident when I was riding my scooter right after Midnight gave it to me,” Scootaloo told her, folding her wings again.

“That's great, Scoots,” Wind said putting a wing around her in a hug. Though Scootaloo was a couple years older, she'd always been a friend to all of them. “You have somepony to teach you?” Wind asked.

Scootaloo's smile faded a little. “Well, once Rainbow gets back I wanted her to teach me...”

“Back from where?” Wind asked.

“Oh, that's right, she went with Twilight, huh...” Sky said softly at the same time. “If you want, we could get you started on some basics for now,” she suggested kindly.

Scootaloo shook her head. “No, I want to wait for Rainbow,” she said but smiled gratefully all the same. “I just wish I knew where they went.” She glanced at Midnight, but didn't seem to think she would say.

Midnight, however, decided that she deserved to know. She'd actually considered telling Scootaloo a few times already. “It's not a big secret really. Mom just didn't want anypony spreading rumors. So if you promise not to tell anypony else...”

They all glanced at each other. “We promise,” Scootaloo said, clearly eager to know.

Midnight smiled and nodded. “Alright. Well from what mom said, we've lost contact with Saddle Arabia. So Celestia and Luna were going to go see if they could find out why. But then before they left, they received a plea for help from the zebra homeland that said their lands were being frozen by a mysterious blizzard. So they asked Twilight to go and investigate there while they went to Saddle Arabia.”

“So they're in the zebra homeland?” Scootaloo asked and Midnight nodded.

“A mysterious blizzard, huh? Sounds kind of like the Hearths Warming legend,” Sky said thoughtfully.

Midnight's eyes widened. “That's what it reminded me of! I can't believe I forgot!” She put a hoof to her forehead. “I knew there was something about that blizzard that sounded familiar!”

“But it couldn't be windigos,” Sky objected.

They all looked at her. “Why not?” Midnight asked.

“Well because windigos gain their power from hatred, right?” Sky went on sounding a little unsure. “The zebra have always been pretty friendly from what Zecora told me, so where would they get their power?”

“Yeah, that's true,” Midnight agreed reluctantly. “But what else other than windigos could create a storm like that in the middle of the summer?”

Sky shrugged. “Couldn't unicorns do it with magic.”

Midnight couldn't help laughing softly. “I've used magic to heat and cool things before; it takes a lot more energy than you'd think. I don't think I could freeze more than a quarter of Ponyville even with my power. It would take an army of powerful unicorns to freeze an entire jungle. And that's just changing the temperature, not creating a storm.” She shook her head. “It has to be some other kind of magic, unicorn magic just isn't made for weather manipulation."

“Oh, well I guess we'll just have to wait and find out when they get back...”

“Midnight!” The call, barely louder than normal speech was the equivalent of a shout considering who it was coming from.

They all turned around as Fluttershy flew up behind them and fluttered to the ground.

“Oh hey, Fluttershy, what's up?”

Fluttershy breathed deeply for a few moments before answering. “Midnight, Twilight sent me to find you.”

“What!?” It wasn't just Midnight that shouted in surprise, but all four of them, making Fluttershy step back startled.

“Twilight sent me to get you, if that's okay. She and Rainbow just got back and Twilight was injured.”

“What!?” Midnight shouted alone this time, eyes widening.

Fluttershy stepped back again. “Twilight, she... she was injured.”

Without another word Midnight took flight, flying straight toward the Library as fast as her wings could carry her.

“It wasn't bad though!” Fluttershy called after her but she was already well beyond earshot.


Wind, that was the first thing Twilight became aware of; wind rushing past her. The second was the pair of hooves she could feel around her. They were carrying her, she realized. Then came the pain.

Twilight moaned as she became aware of a throbbing headache pounding at the inside of her skull, followed closely by a terrible ache in her wing. She reached up to her head.

“Easy there, Twi. You're hard enough to carry as it is.”

That was a voice she recognized. She opened her eyes and found herself only few inches from Rainbow's face. “Rainbow? What?”

“You barely got out of that storm and crashed before we could get to you. You broke your wing in the crash and you've been unconscious ever since,” Rainbow explained quickly. She was short on breath.

“But, where are we?” She asked trying to look around without moving too much. She could feel now that her wing was bound to her side.

“We're almost to Ponyville.”

Twilight's eyes widened. “Ponyville!? How long have I been out!?” She exclaimed knowing it would take her nearly three days to fly that distance. And that was flying unburdened. She looked up at Rainbow and saw the sweat on her forehead and how exhausted she looked. “Have you been carrying me the whole way?”

Rainbow shook her head. “We've been trading off carrying you, but you've been out for over a day and a half,” she said between deep breaths. “I was getting worried.”

“But why are we going to Ponyville? Why didn't you stop at Dodge? They have a hospital!”

Rainbow shook her head. “But they don't have doctors I'd trust with a wing injury.” Rainbow told her. “You don't want some untrained doctor to botch up your wing!”

That was true, Twilight had to admit. She knew that a badly healed wing could prevent a pony from flying ever again. “Who else is with us?”

“Just the Wonderbolts. I sent the rest of your guard to rejoin the others at the refugee camp. Now can we hold the rest of the questions for later; I'm a little tired right now, Twi.”

“Oh, right, sorry,” Twilight said then fell silent. It was strange being carried by her friend that was considerably smaller than her now, but she had other things to worry about. She was starting to remember what had happened; what she had sensed and seen. At the time she'd been too surprised to make the connection; but now that she had time to think, she realized who those ice unicorns had to be. And she realized that they were in trouble.

By the time they reached Ponyville and Rainbow went to fetch Twilight's royal doctor, Twilight was already making plans.


The entire way to the library, Midnight's mind was running wild with scenario after scenario of what could have happened to Twilight. Each worse than the last. So when she finally did reach the library and rushed past the guards as soon as they opened the door, the last thing she expected to find was Twilight standing at the table in the center of the library eating a daisy sandwich while looking over a map of Equestria. And to complete the shocking picture of normalcy, Spike was sitting at the writing desk, quill in claw, busily copying a document.

Midnight froze unable to process what she was seeing with what she'd been told. The only things that were really out of place in the library were the several pegasi of the Wonderbolts, including Rainbow Dash, sprawled out in front of the fireplace. And the fact that Twilight's wing was splinted and bound to her side.

Her abrupt entrance did cause several heads to turn her way, and it was then that Midnight saw Twilight's other injury, her horn was broken off only a couple inches from her forehead.

“There you are, Midnight,” Twilight said smiling at her confusion.

“Fluttershy said you were injured,” Midnight told her, more to explain her panicked entrance than anything else.

She nodded. “But it was just my wing and horn and the doctor has already been by to see me. He'll be back later to make sure my wing is splinted properly. So don't worry. It's nothing time won't mend,” Twilight assured her then her smile faded. “We have more important things to worry about.”

“What do you mean? What happened?” Midnight asked curiously.

“That's what I'd like to know,” Rainbow said joining them at the table.

Midnight looked at her raising and eyebrow. “But you were there...”

She shook her head. “Not when Twi was attacked, she tricked us and went off on her own.”

“You did what!?” Midnight exclaimed.

Twilight winced. “I admit, I wasn't as careful as I should have been...”

“You could have gotten yourself killed!” Rainbow growled.

“I'm very aware of that, Rainbow, and I'm sorry. I learned my lesson,” she said flicking her eyes upwards toward her broken horn.

“So what happened?”

She sighed. “Alright, you remember the howling we heard when we were in the storm?”

Rainbow nodded. “Wasn't quite howling though.”

“Whatever,” Twilight said waving a hoof dismissively. “I had an Idea of what it was, and what was causing the storm, but I wanted to make sure. You were all so tired though, I knew you couldn't go on... I was worried about you, so I teleported you back out of the storm.”

“You told us we were all leaving!”

“I know, and I'm sorry I lied, but our whole purpose in being there was to find out what was causing the storm. We were so close, and I just wanted to make sure,” Twilight said apologetically. “Once you all were safe, I flew up into the storm cloud itself. I could sense some kind of magic up there, a kind I'd never sensed before.

“It was like the clouds just opened up in the center and I found them. windigos, hundreds of them...”

“I knew it!” Midnight exclaimed interrupting Twilight, and all eyes turned to her, including those of the Wonderbolts resting by the fireplace. A little nervous Midnight decided to explain. “I thought the whole blizzard sounded familiar, but I didn't realize why until Sky mentioned the Hearth's Warming legend.”

“Midnight, you told your friends?” Twilight said sounding a little disappointed.

“It's not like you swore me to secrecy or anything!” Midnight objected defensively. “Besides, they can keep a secret!

“I shouldn't have to tell you to keep something secret, Midnight.”

“I didn't just go and tell them; I had reasons...”

Twilight waved her hoof dismissively. “We'll talk about this later.”

Midnight met Twilight's gaze for a moment in silence making it clear that she wasn't going to back down, that she was confident she'd made the right choice. “Who's feeding the windigos?” She asked finally to end the staring contest. Twilight seemed slightly surprised, but Midnight just went on. “Sky didn't think it could be windigos because they draw their power from hatred and she doubted there was enough hatred among the zebra.”

Twilight nodded. “Right, I was getting to that,” she said then continued her story. “After I saw the windigos, I knew somepony had to be providing them with hatred; and with how many windigos I saw, I knew it had to be a lot of them. But none of the zebra we'd talked to had ever seen anything except the storm. So there was only one explanation; whoever it was was using the storm for cover.

“There was just one problem, I couldn't sense anypony in the storm.” She shook her head. “Every living thing in this world has magic in them, they can't live without it. I couldn't sense anything but I knew they had to be there. The only explanation was that they were somehow hiding their magic from being sensed.

“Then I sensed a flicker of magic, so I went to investigate.” She shook her head. “I should have known better.”

“You took the bait?” Rainbow asked with a snort.

“Yes, but I wasn't completely stupid. I didn't fly straight to where it was. I landed a little ways off and went on hoof without any magic to give me away. But even so, I walked right into their ambush. There were thirteen of them I sensed and they had me surrounded. They attacked with such powerful spells that I had no choice but to dodge. I tried to teleport out, but they were somehow blocking my teleportation spell.

“I wasn't there to fight though, and I wasn't sure I could win against so many powerful unicorns, so I cast a wind blast spell to knock them all back in order to give me a chance to escape. When I did though I got a good look at one of them. They were ice unicorns.”

“Ice unicorns?”

Twilight nodded and continued, “I was so surprised I hesitated too long and one of them hit my horn with a freezing spell. I used my energy cloud form in order to escape then. But before I could get out of the storm, my magic failed and I re-materialized as my horn cracked off completely. After that I was at the mercy of the storm...”

“And you were so exhausted by the time you got out that you crashed,” Rainbow finished for her. “So who are they then? You said they were ice unicorns?”

“It's the Frozen Empire,” Twilight said ominously. “Just before I escaped I sensed them, all of them. There's an army of thousands hiding in that storm.”

“Who the hay is the Frozen Empire? I've never heard of them,” Rainbow said looking to Midnight to see if she had, but Midnight just shook her head.

Twilight shook her head. “Few besides the Princesses know of them,” she explained. “And it actually goes back to the Hearth Warming legend. You remember the story of course, how the three kingdoms were overcome by a blizzard caused by the windigos? How they were forced to abandon their homes and seek out a new land?”

They all nodded, everypony in Equestria knew that story.

“Well not all the Unicorns of the ancient kingdom were willing to abandon their lands. Some stayed, determined to save their homes. The windigos were too strong though and the unicorns who remained weren't able to let go of their hatred; hatred that they then felt even for the other unicorns that had abandoned them.

“Unable to end the blizzard, or to escape the cold, they instead used their magic to adapt themselves to it. They made their bodies so they could survive even when they were as cold as ice and did the same for their crops as well. They let hatred thrive in their hearts; hatred for all other nations, all other races. For almost sixteen hundred years they have wallowed in their hatred. Their lands forever frozen by the windigos.

“They thrive off of hatred, and now it seems they've even tamed the windigos.” Twilight shook her head. “They're heading this way and I have no doubt that they don't mean well for Equestria. They hate us more than anypony else. They hate that we found such a wonderful land, that we've lived for centuries in such harmony while they've suffered...”

“If they knew about them, why didn't the princesses send them help?” Midnight asked.

Twilight shook her head again. “They tried, but every emissary they sent never returned. It seems they weren't willing to accept our help; they'd rather continue to hate us. After that the Princesses decided it would be best just to let them be and for centuries they've kept to themselves, never leaving their lands. Until now.”

“So you're saying we have an army of Frozen Empire unicorns that absolutely hate our guts marching toward our borders in the center of one of the worst blizzards I've ever seen?” Rainbow asked.

Twilight nodded. “And worse, it would seem they have spies already in Equestria because they clearly know a bit about us.”

“How do you figure that?”

“Like I said, when they ambushed me they were blocking my teleportation spell. Do you know how few ponies can cast a teleportation spell at all, let alone in the middle of a fight? Not only that but the spells they were casting were powerful enough together to kill Celestia three times over.” She shook her head. “They knew they were fighting me and they knew a great deal about my abilities.”

Rainbow's eyes widened. “But if that's true then they would know about Celestia and Luna as well! We have to warn them!”

Twilight shook her head. “There's no time, that army is on its way here. They were less than a day from the southern pass into the badlands and from there it could only take them as little as week to reach our borders. You said I was out for a day and a half. So that means they may already have reached the badlands.”

She pointed to the map. “The best place to stop them would be at the northern pass. That means we have less than a week...” She closed her eyes and a pained expression crossed her face.

“To do what?”

“To do something Equestria hasn't had to do for centuries.” She looked up and the worry in her eyes was clear. “We have less than a week to raise an army.”

“What about the guard?” Midnight asked.

“The guard alone won't be enough, and if they have spies here then they know that.” Twilight said shaking her head. “I'm sending out a call to arms to all the major cities.”

“I take it that's what these are for?” Spike asked joining them with a stack of papers. Midnight saw the top one bore Twilight's royal seal.

“Yes, thank you, Spike.” Twilight said as he set them on the table, then she turned to Rainbow. “Are you up to another flight?”

Rainbow rustled her wings. “Maybe, how long a flight we talkin'?”

“Canterlot, we need to spread the word as fast as we can. From Canterlot you can send out pegasi to most the major cities to mobilize the guard by the end of the day. Then they can take a day or two to gather volunteers and still get them south in time. Manehattan and Vanhoover will be cutting it close, but they should be able to make it. The Crystal Empire is too far though. We'll send word, but I doubt they'll make it in time.”

Rainbow sighed. “Canterlot huh, I don't know, Twi...”

“I'll get you there,” Midnight spoke up. “I'll teleport us along the way. That way we could get there in less than twenty minutes.”

Rainbow looked at her surprised but then grinned. “Yeah, I could handle that long, definitely. Just don't singe me”

“I'm afraid I'm going to have to ask you to do more than that, Midnight,” Twilight said softly.

Midnight looked at her, more than willing to help. “What do you need me to do?” She wasn't expecting what came next.

Twilight sighed, “Midnight, I can't fly, and I can't use my magic. If I was there I'd just be a liability. Many of the guard would go out of their way to protect me and in a battle like this we can't afford such distractions. But with Celestia and Luna gone even if we raise an army somepony has to lead them...”

Midnight stared at her a moment not understanding at first, but then her eyes went wide. “You want me to lead the army!?”

“Unless Celestia and Luna return in time,” Twilight said with a solemn nod.

“Mom! I'm no leader! I'm not a Princess!”

“Twi, I have to agree with Midnight,” Rainbow said shaking her head. “She's not a leader...”

Twilight held up a hoof in a silencing gesture. “I am very aware of that,” she said understandingly before going on. “But I am also very aware of the mentality of the ponies of Equestria. There's a reason that Celestia and Luna have always been so revered, why alicorns are automatically seen as princesses.

“Alicorns possess the best traits of all three pony races. Strength and endurance greater than any earth pony, the ability to fly and control the weather like the pegasi. But probably most importantly, we are much more powerful magically than most unicorns. So much more so, in fact, that with our immortality as well; there are some ponies that believe alicorns to be something akin to gods and goddesses.”

Midnight snorted at the thought.

“You think it's funny, but it's true. There are many, even in the guard, who would likely lose hope if they were to march into battle without an alicorn leading them. Now I'm not asking you to lead the battle by yourself or even at all. The captains of the guard can lead the battle, what I'm asking of you is simply to be a figure-head. If Celestia and Luna return in time, then of course you would turn leadership over to them; but until then, they will need another alicorn to lead them.”

“But they don't know me!” Midnight objected weakly.

“We'll spread word about your ascension along with the call-to-arms,” Twilight said waving the matter aside. “It may actually work in our favor. A powerful new alicorn appearing when Equestria needs her most; some will think it was meant to be.”

“But... I...” Midnight started but couldn't think of what else to say. Twilight was right. Equestrians were conditioned to look to alicorns for leadership. The members of the guard might be alright. But by sending out a call-to-arms, a good portion, possibly even most of the army, would be civilians who would definitely feel uneasy without one of the Princesses or even an alicorn leading them.

“Midnight, I wouldn't ask you to do something I didn't think you were ready for.” Twilight said gently and touched her shoulder reassuringly. “And hopefully you won't have to do more than provide a reassuring presence until Celestia and Luna get back. Even if you do have to lead during the battle though, I'm sure you'll do fine with the captains' help.”

Midnight looked down a moment then shook her head. “If I'm going to do this, I'll need somepony by my side. One of the captains, somepony I can trust.”

“Well I'm a captain,” Rainbow said with a shrug. “But I wouldn't be the best choice for leading a battle like this. Valor is already down there though.”

“Valor would be good but...” she thought for a moment then looked up at Twilight. “What about Shining Armor. He's well known and well liked, and known to be a good captain as well.”

Twilight frowned, “I'm afraid it would take too long to send word. Pegasi can't fly to the Crystal Empire and it would take almost two days to send word by train. Even if Shining left as soon as word reached them, he still may not even make it in time for the battle.”

“Then I'll go myself,” Midnight told her. “I could get word to them by the end of the day.”

Twilight looked up at her raising an eyebrow. “How? You can't fly there...”

“The same way I'll get Rainbow to Canterlot; by teleporting over and over along the way. That way I'll only have to deal with the cold for maybe an hour at most.”

Twilight considered the idea for a moment in silence, then looked at Midnight seeming concerned. “Are you sure you can handle it? It will still be a long flight, and you'll be exhausting yourself quickly by casting the teleport spell over and over.”

“I can handle it,” Midnight said confidently. “Then we can travel together south and I'll get us from Dodge to the pass quickly as well. It would take four days at most. And then the rest of the Crystal Empire would have time to get their forces south as well. From what you said, it sounds like we could use them.”

Twilight nodded slowly, still looking worried. “We do need them... But are you sure you can handle it? You're talking about teleporting hundreds of times in a row without rest.”

“Mom, I know it will be difficult, but we need the Crystal Empire forces. And if I'm going to lead the army, I'd feel a lot better having Shining by my side.”

Taking a deep breath, Twilight reluctantly nodded. “Alright, but be careful and conserve as much energy as you can until you reach the north. I don't want you exhausting yourself in that cold waste.” The deep worry in Twilight's voice made it clear she didn't want Midnight to attempt it at all, but she knew they needed the Crystal Empire's forces. “In any case, I'm not letting you go right this moment. You look like you've already been out flying this morning.”


“No, take an hour to rest,” she said firmly then turned to Rainbow. “No offense, Rainbow, but you might want to get cleaned up before you head on to Canterlot. With Midnight teleporting you, you'll be getting there sooner than I had thought anyway.”

Rainbow blushed. “Yeah, I guess it has been a couple days since I took a shower.”


Rainbow toweled herself dry. She'd long since gotten use to the unicorn and earth pony style showers, though she still preferred a good pegasus rain shower instead. But one did tend to make a lot of compromises in marriage. Even with the cloud-walking spell Twilight had taught him, it would be difficult at best for Valor to live in a cloud home.

Being clean, she did feel better though. As usual she merely brushed her mane and tail a few times to straighten them, then left them to air dry. Knowing she may not have a chance to stop at Ponyville on the way back south, she went ahead and put her armor back on. Besides, she was going to Canterlot on royal business as a member of the guard; she should look the part.

Once she had her armor back on, she headed down to the library. Twilight and Midnight were talking while Midnight rested, across the room from the Wonderbolts. From what she heard as she came down the stairs, Twilight was telling her a little about the various captains of the guard. They both looked up when Rainbow reached the bottom of the stairs.

“You look a lot better,” Twilight said with a smile. “Go ahead and rest for a bit, Midnight and I have a few more things to discuss.”

Rainbow nodded and went over to join the rest of the Wonderbolts, lying down by Lightning to rest.

“Captain, aren't you going to talk her out of this?” Lightning asked softly.

Rainbow looked over at her. “You don't have to always call me captain, Lightning.”

“I know, Captain.” She said with a slight grin. “But aren't you going to talk your friend out of this foalishness?”

“What do you mean?”

“She's putting her daughter in charge of an army just because she's an alicorn,” Lightning hissed.

“You heard her reasons,” Rainbow told her softly, though in truth she had some doubts of her own. She was going to trust Twilight on this though.

“But if she's going to get word to the Crystal Empire in time, then couldn't she ask Princess Cadence to lead the army? She's got experience as a leader at least, and she's a princess.”

Rainbow shook her head. “Midnight is better qualified than Cadence.”

“How do you figure that?”

“There's more to Midnight than you know; and while Cadence is an alicorn, she's only a partial blood alicorn. Her magic is barely more powerful than the average unicorn, and is very focused besides. Midnight on the other hoof shares Twilight's talent for magic. I don't know for certain, but now that she's an alicorn there's a good chance she's even more powerful than Princess Celestia.”

“Are you serious!?” Lightning hissed.

Rainbow glanced at her. “You know that Twilight is more powerful than Celestia don't you?”

She shifted a little. “Well, yeah... I mean, I heard rumors.”

“Do you know how much more powerful?”

She shrugged. “No, I just heard she was.”

Rainbow glanced at Twilight to make sure she wasn't listening. “It's not something she brags about but she did tell me once that her magical strength is roughly six times that of Princess Celestia.”

“Six!?” Lightning hissed loud enough that Rainbow glanced at Twilight again to make sure she hadn't heard.

“Yeah, Twi's pretty awesome, and Midnight has the same potential as Twilight.” And now she has the memories of how to use that potential, Rainbow added to herself. She just hoped Midnight never used her potential how she had in those memories.

Lightning stared at her a few moments in silence before she finally found her voice. “Midnight's really that powerful?”

She nodded. “She may not be the best leader, but she's probably the alicorn best suited for battle. Like Twilight said, the captains can handle leading the army. But if at some point we need an alicorn's strength, were far better off with Midnight than Cadence.”

“I guess, I still don't like it though.”

Rainbow nodded in acceptance. “We'll just have to trust Twilight on this.” She said then relaxed to get as much rest as she could since it didn't look like they'd have many chances to rest in the foreseeable future.


“One last thing, Midnight,” Twilight said turning to her after giving Rainbow some final instructions. Then she looked up toward bedroom, "Drat, one moment," she said then went up to the bedroom herself. A moment later she returned with the neck-piece of her royal regalia. “I want you to wear this.”

Midnight's eyes widened. “Mom, I told you, I'm not going to be a princess!”

“I know, but this is to show you are acting under my authority,” Twilight explained with a tolerant smile.

She looked at the neck-piece a moment more then reluctantly nodded. Lowering her head, she let Twilight place the regalia on her. It was a little too large for her, but didn't cause any discomfort, nor did it interfere with her movement.

Twilight smiled as Midnight looked up again. Then she saw a glimmer of tears in her mother's eyes. “Mom?”

“Be careful...” Was all she could say before her voice failed her, she'd just realized that this may be the last time they'd see each other. Midnight stepped forward then and put her fore-hooves around her mother to comfort her but found that she needed the comfort as much as Twilight. Tears came to her eyes as well as she embraced her mother.

“I'll be alright. I'm just going as a figure-head after all. It's not like I'm fighting the battle myself...” She said softly feeling Twilight wrap her wings around her as well.

“I know... I know. I just... I wish it was me.”

Midnight squeezed her gently. “I'd still insist on going...”

With a sniff, Twilight nodded. “I know you would,” she said then finally released her and stepped back. “Well, you'd better get going.”


“You be safe too, Rainbow,” Twilight said looking over at her long time friend.

“You don't have to worry about me, Twi.”

“I know you better than that. You tend to be a little reckless.” Behind them Lightning snorted. Twilight glanced back at her and smiled. She knew well enough Lightning's story; having been, at least in part, involved herself. “Well compared to most ponies,” She amended.

“I do know when to take things seriously. I'll be careful,” Rainbow told her then turned to Midnight. “Well let's get going, kid.”

She nodded and turned to follow as Rainbow stepped outside; but then she turned back, overcome by the realization that she may never come back. She threw her fore-hooves around Twilight once more. “I love you, mom,” She said softly.

Twilight embraced her daughter one last time. “I love you too, Midnight.”

Then, with a deep breath, Midnight turned and followed Rainbow outside, closing the door behind her.

“...Why are you going to Canterlot!?”

Midnight looked up hearing Scootaloo's voice and saw her and Rainbow a little ways away. Scootaloo looked rather upset.

“I have to, Scoots.”

“But, when will you be back this time!?”

Rainbow shook her head. “I don't know.”

Scootaloo glanced at Midnight seeming to hope she would have an answer, but she just lowered her eyes sadly.

“What's going on!?” She cried, frustrated with all the secrets. “Please, tell me!”

Rainbow sighed. “Twilight's going to make the announcement soon, but... as of today, Equestria is at war.”

Chapter 11: Call-to-Arms

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Midnight Star: The Frozen Empire
By Nebula Star

Part 2: To Build an Army
Chapter 11: Call-to-arms

“Two more jumps and we'll be over the city!” Midnight called over to Rainbow and then teleported them again, jumping as far as she could manage with the spell. Then one more jump and Canterlot was spread out below them.

“Well this is my stop!” Rainbow called back. “Good luck, kid. You be careful heading north!”

“I will, just make sure there's an army ready when we get down there!” She replied, then with another flash of her horn, she continued north, leaving Rainbow and Canterlot behind.

For the first hour she let herself glide for a time between each jump, giving her magic time to recover while still covering a considerable distance. It wasn't long before she spotted galloping gorge. Then, by the time the second hour was coming to a close she could see the Crystal Mountains on the horizon. They marked the edge of the frozen north. Once she past them, it was going to get very cold very quick.

The Crystal Empire train line used one of the only passes through the range. Once past the mountains it made a strait shot for the Crystal Empire over what was otherwise a featureless white wasteland. Midnight intended on following the tracks to ensure she didn't get herself lost, so once the mountains were in sight she began searching for the pass. She spotted it easily enough at the altitude she was flying and adjusted her flight path accordingly. Even so it was another half hour before she finally reached the pass.

It was like hitting a wall. On one side of the pass it was cool, but not unpleasant, but a few jumps later she felt as if her ears were going to freeze right off, not to mention her wing tips. It was time to really get going.

Taking a deep breath, she began teleporting rapidly. Jump after jump; she barely paused long enough between to orient herself and ensure she was still following the tracks. Then she hit the blizzard.

She'd been lucky on her journey north that there hadn't been any storms scheduled in Equestria, but in the frozen north pegasi didn't regulate the weather.

Between jumps Midnight found herself fighting the wind and struggling to spot the tracks which were almost completely buried by the snow. She had to fly low, which only made the wind more turbulent, and after a few jumps the tracks became almost impossible to see. It wasn't long before the cold and her fighting the wind started to take their toll. Finally she knew she couldn't afford to search for the tracks after every jump, and she also knew she didn't have to strength to get back south. Orienting herself in the direction the tracks were heading she climbed up to a safe altitude and began jumping rapidly again, as strait as she could, hoping it would be enough.

She had no idea how much further it was, how far she'd come. Ahead of her she could see no sign of the Crystal Empire; but then, she couldn't see very far. She kept teleporting, getting more worried, more desperate, with every jump.

Her magic was running low. Her endurance was nearing its limits. Every inch of her felt nearly frozen. Finally she began to realize she'd made a mistake. She'd been overconfident in her abilities. She couldn't give up though, she couldn't stop...

She focused all her thoughts on teleporting. There was nothing but the next jump. No aching muscles, no freezing limbs, no chance of failure. There was just her magic, and the next jump. But her magic was failing.

At last she made her final jump. Then, her magic gone, wings all but frozen, her body pushed far past the point of exhaustion, she dropped from the sky, barely able to keep her wings outstretched to slow her decent. Everything was already going dark when she felt herself crash into the ground. And as consciousness slipped away from her, the last half-formed thought to cross her mind was that at least she didn't feel cold anymore.


Rainbow glided down into Canterlot heading for the Castle. She needed to rally the guard and send out word to the rest of Equestria, then Twilight had asked that she make the announcement and call-to-arms in Canterlot herself. She was famous after all, and Twilight wasn't above using Rainbow's fame to their advantage. Not when the fate of Equestria was on the line.

She'd need to gather all the captains of the guard still in Canterlot. When was the last time the war room was actually used for matters of war? Rainbow wondered as she landed in one of the small training yards near the castle barracks.

The yard was fairly quite, but then Rainbow already knew that nearly a third of the guard was gone. The only sounds came from a squad of unicorn guards practicing with pole-arms nearby, led by a young lieutenant that was overseeing their efforts. They hadn't noticed her arrival, but she quickly changed that.

“Lieutenant!” Rainbow called to get his attention as she walked over to him.

He turned and his eyes widened slightly in surprise seeing who had addressed him. “Well if it isn't Rainbow Dash, Captain of the Wonderfoals.”

Rainbow's eyes narrowed; he had to be one of those... She decided to ignore the insult this once in the interest of time. “Lieutenant, send word to all captains of the guard that they are to report to the war room immediately.”

“Whoa, I'm not one of your pretty pegasi. What makes you think you can give me orders?”

Rainbow just fixed him with a cold glare, one Valor had taught her. “What is my rank, Lieutenant?” She asked dangerously.

“You're captain of the Wonderfoals,” He said with a sneer.

“And the Wonderbolts are?” She asked emphasizing the name.

He shrugged. “They're a...” He trailed off as the realization hit him.

“A specialized flight division of the royal guard,” Rainbow supplied. “Which makes me...?”

“C-captain of the royal guard,” he stammered all too aware that he'd just insulted a superior officer.

“Now would you like to try that again?”

“Sir, yes sir!” He said with a salute.

“Good, now stop wasting my time and alert the captains,” Rainbow told him coldly. Then she turned her back on him in dismissal and headed to the war room herself.


Rainbow looked up from the map table in the war room as the last of the captains entered the room. There were five, three unicorns, and two earth ponies. The two pegasi captains normally stationed in Canterlot having gone with Celestia and Luna to Saddle Arabia.

“Well it is a rare pleasure to see you in armor, Captain Rainbow Dash. But at the same time I'm almost afraid to ask the reason for it...” Captain Crimson Flare, the last to arrive and ranking Captain of the Royal Guard, said as he approached the map table. A unicorn, he was an old friend of Valor's and had always been a friend to Rainbow as well.

Rainbow shook her head. “It's not good,” she confirmed then gestured for them to gather around the map table. “Now that we're all here, let's get started.”

Once they were all standing at the table, Rainbow began. “Alright, like I said, I'm not here with good news. First of all, two days ago, Princess Twilight was ambushed while investigating a mysterious blizzard that has frozen most of the zebra homeland.”

“Was the princess injured?” One of the captains asked while the rest just looked shocked.

“One of the culprits landed a hit on Twilight's horn with a freezing spell. She managed to escape with the last few seconds she had her magic, but didn't get out of the storm before her magic failed. She then exhausted herself fighting the winds to get out and ended up crashing and breaking her wing before we could get to her. Myself and the rest of the Wonderbolts then carried her back to Ponyville for medical care.”

“And what of the culprits?”

“Twilight has informed me that they were ice unicorns of the Frozen Empire, and that the group that attacked her were just the tip of the ice-burg. She sensed an army of thousands hiding in that blizzard. An army that is heading this way.

“What's more, Twilight believes that they knew exactly who it was they were fighting when they ambushed her. So it is clear that they are hostile toward Equestria,” Rainbow told them then took one of the documents out of her saddlebags and placed it on the table for them to see. “As of today, Princess Twilight Sparkle, has declared war on the Frozen Empire.”

“Equestria hasn't gone to war in almost three hundred years!” One of the captains gasped in disbelief.

“Just who are they, this Frozen Empire?” Crimson asked.

“According to Twilight, they're the remnants of what was the ancient unicorn kingdom that existed before the founding of Equestria,” Rainbow answered. “They adapted themselves to the cold of the windigos that had driven out the three tribes, and have lived their lives in constant hatred ever since.”

“But that was over sixteen hundred years ago, why would they attack us now?”

She shook her head. “We don't know. What we do know is that they hate all other nations, but us especially. In the end the reasons don't matter; what matters is that they're on their way and we have less than a week to mobilize our forces and set up a defense.”

With her wing, Rainbow pointed to the badlands on the map table. “They are likely starting across the badlands as we speak. Princess Twilight believes that our best chance to stop them will be at the northern pass.” She gestured to it. “The terrain there will give us a great advantage as they will be bottle-necked entering the pass.”

“And how much of the guard does Princess Twilight intend to mobilize against this threat?”

“All of them. We are to send word to every city, all divisions of the guard, with orders to make for the pass as quickly as possible. But Twilight doesn't believe the guard alone will be enough, so she has issued a call-to-arms. Nopony will be forced, but all able-bodied ponies are encouraged to volunteer in order to defend their homes.”

“A call-to-arms? Is the situation really so dire?”

Rainbow nodded. “I'm afraid so.”

“Captain Dash, we have not had word from Princess Celestia or Princess Luna since they left for Saddle Arabia. As they have not returned, is Princess Twilight going to lead the defense herself?”

“No,” Rainbow said shaking her head. “As I said, Twilight was injured in the ambush and without her magic and being unable to fly, she believes she would just be a distraction if she were to be there.”

“Then who will be leading the army.”

Rainbow took a deep breath. “We will be under the command of the newly ascended alicorn, Midnight Star.”

“Midnight Star? The princess's daughter?”

“Newly ascended?”

Rainbow nodded affirmative to both questions. “Yes, Midnight ascended to an alicorn just last week, and for those that don't know, she shares Twilight's talent for magic. She will be leading the army in Twilight's stead unless Princesses Celestia and Luna return in time for the battle.”

“Do you think she's up to the task?” Crimson asked.

Rainbow considered the question for a moment before answering. “Midnight is both intelligent and powerful, but I do not doubt she will need help to lead this battle. However that is what we're here for,” she said and then lifted her saddlebags up onto the table. “Now we have a lot to do and only a few days to do it, so let's get to work. I have copies of both the call-to-arms and the declaration of war that are to be sent to all the major cities, and I will personally make the announcement and call for volunteers here in Canterlot as soon as a public assembly can be organized.”

Crimson nodded in agreement. “Alright, thank you, captain,” he said then turned to the others. “You heard her captains, lets get to work.”


“What do you think is going on?” Sky asked Wind as they waited in the town square of Ponyville. Most of the town was gathered including the students from the branch of Celestia's school.

“I don't know, but I bet it has something to do with how Twilight got injured,” Wind told her.

After Fluttershy had told Midnight that Twilight was back and that she'd been injured, Midnight had flown off without another word and with two of the Wonderbolts standing guard at the Library, they hadn't been able to find out more. It had been almost an hour later that they'd seen Midnight flying off with Rainbow Dash. Wind had tried to catch them to ask what was going on but then they'd disappeared with a flash. A little after that they'd received word that a town meeting had been called by Twilight herself.

Ponyville had grown far too large for such town meetings to be held in the town hall itself and so were always held in the square now. Unfortunately the larger size of the town also meant that it took longer for everypony to gather for such meetings. Wind shifted his wings impatiently, he didn't like standing still for so long.

“Hey! Sky, Wind!”

Wind looked over his shoulder to see Copper making his way through the crowd. “Hey, Copper.”

“Any Idea what this is all about? And where's Midnight?” Copper asked as he joined them, standing next to Sky. She gave him a brief look then seemed to decide he didn't exist.

Wind shook his head. “All we know is that Twilight was injured somehow and Midnight flew off with Rainbow Dash a little before Twilight called the meeting.”

“Twilight was injured?”

“Yeah, but Fluttershy told us it wasn't that bad.” Wind assured him.

“But who could possibly even injure Princess Twilight?” he asked, understandingly confused. They were all close enough to Midnight that they knew well how powerful Twilight was.

“I guess we'll find out. I'm actually a little surprised they flew all the way back here if Twilight was injured though. Considering where they were.”

Copper looked over at him curious. “Where were they?”

Wind leaned closer to Copper and spoke softly so only he would hear. “Midnight said to keep it quiet but that they were down in the Zebra homeland trying to help them with some mysterious blizzard.”

“The zebra homeland? That's south of the badlands right?”

Wind nodded.

“Yeah... why didn't they stop in Dodge then?”

He shrugged. “Whatever's going on, it must be big though. The wonderbolts are all in armor and seem to be acting as Twilight's guard. Even Rainbow was in armor when she and Midnight left, and I'm not sure, but I think Midnight was wearing part of Twilight's royal regalia.”

“That does sound serious,” Copper agreed then thought a moment. “If Twilight was injured, do you think she lost the rest of her guard?”

Wind grimaced. “I hope not...” The families of several of Twilight's guards were already in the square. Wind could see a few from where they were. The families were huddled together, looking worried. The Wonderbolts had been seen flying into town carrying Twilight. By now rumors had spread throughout the town, and those families were likely wondering why none of the rest of her guard had returned with Twilight.

A few minutes later a hush fell over the crowd and all eyes turned toward Twilight as she made her way to the stand. She was flanked by two of the Wonderbolts who were in armor, acting as her personal guard for the time being. Many looked on stunned and whispered to their neighbors when they saw Twilight's broken horn. Though such injuries happened and always healed in time, seeing a princess without her horn was an unsettling experience. Wind remembered similar reactions when Princess Celestia had lost her horn in the incident eleven years before. That Twilight's wing was also in a sling only added to the worry that was spreading through the square.

A respectful silence fell over the crowd again as Twilight took the stand and looked over the gathering.

“Thank you all for coming,” Twilight said in a gentle tone but with enough volume so that all could hear. “First of all, let me assure you that nopony else was injured; the members of the guard who went with me remained behind to make preparations.”

There was a collective sigh of relief from the families and friends of the guard, but Wind hadn't missed the last part. Make preparations for what? He wondered.

Twilight smiled sadly at their relief in hearing that their loved ones were safe. “But I'm afraid that's where the good news ends.”

Everypony's eyes were on Twilight again and worry began to spread through the square once more as she continued.

“While investigating a mysterious blizzard in the zebra homeland, I foolishly left my guard behind and was ambushed by a group of ice unicorns of the Frozen Empire. Through their actions I am certain that they knew who I was and so have shown themselves to be hostile to Equestria. And though I escaped them, it was not without injury as you can see.

“The group that attacked me however was only a small part of the force that is marching toward our borders even as we speak. The Frozen Empire has, through their aggressive actions, declared war on Equestria. And we must respond in kind,” Twilight told them. “As of today, I have declared Equestria at war with the Frozen Empire.”

Wind stared at Twilight, barely aware of the rest of the crowd's shocked reactions. War; it was something that hadn't been seen in Equestria in centuries. The last real war had been the Griffon war nearly four centuries before he'd even been born. Now, with no warning at all a hostile force was marching on their lands.

“Know that difficult times lay ahead. I have already sent to have the rest of the guard mobilized to our defense, but the guard alone is not going to be enough to face this threat. I am issuing a call-to-arms; all those in good health are encouraged to volunteer to help defend our home. I will not force anypony. And I also feel I must warn you. If you do volunteer, you will most likely be required to kill in defense of Equestria.”

“Kill!? Surely you don't mean that, Twi!” The voice of Applejack called from the crowd.

Twilight looked down at her friend sadly. “I'm afraid I do.”

The ponies of the town looked around at each other nervously. To kill for any reason was such a foreign concept to them.

“I understand your unease. Equestria has been sheltered from such violence for so long; few have ever dared challenge Celestia, as she watched over this land and so we've been spared from the wars that other nations endure.

“But the Frozen Empire is not going to back down; they have shown that they do not fear the power of alicorns. They are coming and the princesses cannot fight them alone. There is naught but hatred in their hearts and they let it feed the windigos that drove our ancestors from their lands. They have let their hearts become frozen in hate and have even bent the windigos to their will. Now they have turned that hatred on us.

“Make no mistake, they do not intend to simply rule over us. I have no doubt that their intent is our destruction. They hate us above all others because of the happiness and harmony we found while they have suffered for centuries.”

“Who are they?” Somepony asked.

Twilight sighed heavily. “They are the remnant of the ancient unicorn kingdom spoken of in the hearth's warming legend. Rather than follow our ancestors they chose to stay behind and try to save their kingdom. But they could not let go of their hate and the windigos continued to freeze their lands. Then, since they couldn't escape the cold, they adapted themselves to it using their magic. They made their bodies so that they could survive, even when they were as cold as ice. They became ice unicorns.

“I'm afraid there will be no negotiating with them. We must prepare to defend our lands at all costs, even if it means we must fight to the death.” She looked over the gathered ponies. “As I said, the guard will not be enough; we need volunteers. But think it over well before you make your choice. You have two days to decide, then those that volunteer will be heading south to the badlands pass, where we will make our stand.”

“Will you, princess, princess Celestia and princess Luna be joining the defense?”

Twilight winced slightly, almost unnoticeable, but Wind saw it. “Princesses Celestia and Luna are currently in Saddle Arabia. Some of the pegasi of my guard are keeping watch on the southern border and will inform them of the situation immediately on their return. Hopefully they will return before the Frozen Empire reaches our borders. As for myself; I am crippled for now without my magic or the ability to fly. I would only be a liability on the battlefield so I'm afraid I cannot afford to be there.

“However, many of you have heard by now of my daughter, Midnight's ascension. As an alicorn, she is both powerful and clever. She has learned well all I can teach her. And in this time of need she has proven both ready and willing. Therefore, I am granting her a title that has not been used since the Griffon wars almost four centuries ago: the title of General.”

Twilight looked out over the crowd gauging their reaction. If she noticed Wing, Sky and Copper's wide eyed expressions, she gave no indication of it. “And as the title may suggest, General Midnight Star will be leading the army in my stead until such time as Celestia and Luna return. I do not doubt that she will do well.

“Now, those who wish to volunteer should report here, to the town hall. You will be given instructions on what you will need and assigned to a train. If you have any weapons or armor of any kind, bring them, they will be needed.”

She paused a moment then finally said softly; “dark times lay ahead, everypony. But always remember light and harmony are on our side. So long as we remember that, we will not fall.”

Finished, Twilight stepped down from the stand and began making her way back through the crowd flanked once again by two of the wonderbolts. The crowd parted respectfully for her in silence as she passed.

Only then did Wind look over at his friend and sister. “Midnight's a general...” He breathed, still stunned by the revelation.

“And she's leading Equestria's forces into battle,” Sky added, equally stunned.

Copper shook his head. “This is crazy, why Midnight?”

They all thought about it a moment in silence, until Sky finally thought of an answer.

“It's probably mainly because she's an alicorn. And well...” She leaned close. “Remember? Midnight's been in battles before. I bet Twilight is took that into consideration.”

“She's been in fights, not battles,” Wind corrected. “She only ever fought on her own, she's never led an army before. At least as far as we know.”

“Twilight must have good reason though to put Midnight in charge, even if it is only until Celestia and Luna return.”

Wind nodded in agreement. “I know one thing for certain though, I'm not letting Midnight go into battle alone,” he said resolutely and got two nods of agreement in return.

Chapter 12: Half Frozen

View Online

Midnight Star: The Frozen Empire
By Nebula Star

Part 2: To Build an Army
Chapter 12: Half Frozen

“Princess Cadence!”

Everypony in the crystal throne room turned toward the doors, startled by the guard lieutenant's abrupt entrance. Many rulers would have seen such a lack of decorum as an insult; but it was Cadence's gentle nature, love for her ponies, and understanding that made her such a beloved ruler.

“What is the matter, lieutenant,” She asked calmly.

“Your highness, an unknown alicorn crash landed at the south gate!” He exclaimed.

Cadence exchanged glances with Shining Armor who was sitting next to her as usual.

“What do you mean 'unknown', lieutenant?” Shinning asked.

“None of the guard recognized her, Sir. She's not one of the Princesses, of course. She's purple with with a very dark star-field mane and tail. And she also seems to be a young alicorn.”

Cadence glanced at Shining again, then stood. “I'm sorry everypony, but court is adjourned for today,” she announced then started toward the lieutenant, Shining by her side. “Lead the way, lieutenant.”

He bowed deeply then turned and quickly lead them back out of the castle.

“What condition is she in?” Cadence asked when they had reached the street, several of her personal guard following in their wake.

“She was unconscious when we found her, and looked almost half frozen. I left right away to tell you however, so I'm afraid I don't know more.”

“That's alright, you were right to come tell us,” Cadence assured him. “Did you happen to see her cutie mark?”

“Uh, no, your highness... we, we were a little nervous to approach her in case she woke.”

“That's certainly understandable, lieutenant.”

They soon made their way along one of the main roads that radiated from the castle like spokes toward the south gate of the Empire. A crowd gathered around by now though they were still keeping their distance. The Crystal ponies parted quickly however when they saw the princess and her entourage approaching.

Cadence saw the purple alicorn then, still lying where she had crashed just south of the gate. Her dark star-field mane and tail were waving gently in a non-existent wind though they seemed thin and weak, but otherwise she was completely still. Her coat and feathers were both damp from snow that had melted now that she was within the protective magic of the Crystal Empire. Beyond the bubble of that magic, however, a powerful blizzard was raging and she had likely been caught in the middle of it.

Cadence hurried over, concern overriding caution. When she reached the young alicorn she crouched down and gently lifted her head so that she could see her face. Her eyes widened as she recognized Midnight and her eyes went to the alicorn's flank and saw what was indeed her niece’s cutie mark.

“Shining! It's Midnight!” Cadence exclaimed. Shining's eyes widened and he hurried over as well.

“Midnight? Midnight Star? Princess Twilight's daughter?” The guard captain that had accompanied them asked sounding surprised. Twilight and Midnight had visited often enough that she was known by the guard, but they knew her as a unicorn, with a normal mane and tail.

“Yes, oh, Shining, she's cold as ice,” Cadence said, taking off Midnight's saddlebags and setting them aside before lying down next to her and putting her wing over her. She was also wearing a metal neck-piece that looked like part of Twilight's regalia. The metal was ice cold as well and she quickly removed it and put it with her saddlebags, seeing that it was indeed Twilight's as she did.

“But, I was not aware Midnight Star was an alicorn now,” The captain said sounding confused.

“Neither were we,” Shining told him. “But that's Midnight alright.”

“Bring blankets quickly!” Cadence called, worried about how cold Midnight felt under her wing and against her side.

“I don't see any obvious injuries...” Shining said looking her over.

Cadence shook her head. “No, she just seems completely exhausted, her magic is practically gone too.” She glanced south seeing the storm beyond the protective bubble. “She must have tried to fly here and got caught in the blizzard. But why would she do something so reckless.”

“How could she fly anyway? She can't have been an alicorn for very long... When did she learn?” Shining asked not really expecting anypony to answer.

“I don't know. Let's get her back to the castle though,” Cadence said as one of the guards returned with several blankets. She took a few and, levitating Midnight carefully in her magic, wrapped her in them. Then, still levitating her, Cadence stood and headed back to the castle. Shining followed close by her side, clearly worried as well. She was family after all.


Warmth; it was warm. In fact, it was starting to get too warm. That was probably what had woken her. Midnight tried to move, and immediately groaned in pain as all her muscles complained at once.

“Just rest a little longer, Midnight,” A soft familiar voice said from somewhere nearby.

Midnight gladly did as she was told. Her body felt like one giant aching muscle, and she wasn't completely awake anyway.

Slowly she became aware of more than her aches and pains. She was lying in a soft bed, covered by thick quilts. They were tucked tightly around her, holding her wings against her sides. Her wings were the worst of her aches and pains, especially the flight muscles along her sides and chest. That seemed odd to her; what had she done to make her wings so sore? The voice had been familiar; wasn't she at home? No, she wasn't was she...

Midnight's eyes shot open as she remembered what had happened and she was suddenly fully awake. Just as quickly, though, she realized that she was too weak and sore to move.

“Midnight, relax; you need rest.”

Midnight opened her eyes and looked toward the sound of the voice. “Cadence?”

She smiled. “Yes. Just relax, you're safe.”

Midnight couldn't relax though, her mind was reeling as she remembered what was going on, what she'd set out to do, and the limited time she'd had. Time! How much had she lost?

“How long... how long was I out?”

Cadence seemed to sense Midngiht's worry. “You were found late in the evening where you crashed just beyond the south gate. You've been asleep ever since, almost twelve hours.”

“Twelve hours!” Midnight exclaimed. She'd lost half a day! Still better than being a pony pop-sickle, but it was time Equestria may not be able to afford. “You have to send word, stop the trains from leaving,” Midnight told her remembering Twilight's instructions. They'd need every train they could get to transport the guard and any volunteers as quickly as possible.

“The trains aren't running at the moment, Midnight,” Cadence told her then smiled wryly. “There's a blizzard outside the Empire.”

Midnight groaned, “Yeah, I kind of noticed. How long do storms like that last?” If she got stuck in the Crystal Empire because of a storm...

“Actually the storm is clearing up now, or so I'm told. It will be a few hours before the trains can start running again, though.”

“Make sure none leave,” Midnight told her tiredly.

She looked at Midnight a moment more then nodded. “Alright, I'll send word. But when I get back, you're going to have some questions to answer,” she warned then got up and started toward the door, but then she paused and looked back, smiling kindly. “I'll also bring you something to eat. I bet you could use a bite.”

As if on cue, Midnight became aware of her ravenous hunger. She hadn't eaten since morning the day before. “Thanks.”

Cadence gave her one more smile then turned and left the room.

Midnight laid her head down then to rest for a few more minutes while she waited. The room she was in was one of the guest rooms of the castle. She'd often stayed in these rooms when she'd come to visit with Twilight. Her saddlebags were set against the bedside table next to the bed and the neck-piece of Twilight's regalia was set on the table itself.

It was then she caught sight of a small point of light on the edge of her vision. She looked up to see that her mane had once again been transformed into its star-field form. Almost without thought she cut off the flow of magic and they changed back to normal.

She sighed heavily. Half a day wasted. It was probably not a problem. So long as she left by that afternoon, she should be able to reach the pass with at least two days to spare. Most the guard from the Crystal Empire could then follow and arrive perhaps a day behind.

The numbers were beginning to worry her though. She knew there were over three-hundred members of the guard in the Crystal Empire, and nearly as many in each of the major cities in Equestria. All together, including those from the various smaller towns and villages, she estimated the guard to be a little over three-thousand strong, with about a thousand each earth ponies, pegasi and unicorns. But Twilight had said the Frozen Empire's forces were thousands strong. She couldn't say for certain, but she had estimated at least five thousand, all unicorns.

It was no secret that unicorns held an advantage in battle. Pegasi had the advantage of flight, but that alone would not be enough to counter magic. Their forces were severely outmatched. Even if enough volunteers joined the defense to double their forces, it wouldn't be enough. They may gain the advantage in numbers, but magic wise they'd still be at a severe disadvantage. And then half their forces would be untrained for combat.

So long as they secured the pass, they'd at least have the advantage of terrain as Twilight had said, but would that alone be enough to tip the balance in their favor?

Midnight's eyes widened. She was forgetting the windigos! Windigos could fly, which meant they could counter whatever advantage the pegasi had, and the freezing cold of their hate fed magic could easily cripple Equestria's forces.

The more she thought about it, the worse and worse the situation seemed to become. How could they win short of marching half of Equestria into battle?

The door opened then as Cadence and Shining Armor entered, providing Midnight with a welcome distraction to keep her from losing hope completely.

Shining gave her a reassuring smile as he entered, levitating a tray behind him that held a bowl and plate though she couldn't see the contents.

“Well, you're looking better. Glad to see you're awake, Midnight. Before we bombard you with questions though, you should probably eat this,” Shining Armor said as he levitated the tray to the side of the bed. Lying on her stomach, she raised her head breathing deeply the aroma of hot tomato soup and fresh baked bread.

“Thanks...” Midnight said then looked up at them, not wanting to seem rude. “Have you eaten?”

“We had breakfast an hour ago,” Cadence told her with a smile. “We weren't sure when you would wake. Considering your condition when you were found, you're recovering very quickly.”

“Hurray for alicorn healing...” Midnight said with a weak grin, then gladly levitated the soup spoon and started eating. Cadence and Shining Armor politely waited while she ate, and didn't make any mention of the haste at which she devoured the food. She'd never thought tomato soup and a few slices of bread could ever taste so good.

When she was done though, Shining levitated the tray to the bedside table, out of the way. “So, now that you're done, I think the most obvious question we have for you is, when did you become an alicorn?”

Midnight, feeling much better now that she'd eaten, let out a small laugh. “That was about a week ago,” she told them with a smile. “Twilight wanted to make a public announcement, but the next day was when everything started happening.”

“What do you mean? What started happening?” Cadence asked.

Midnight took a deep breath. “Well... it's not good,” she said then set about telling them everything that had happened from when Twilight had first received the message from Celestia up until Midnight and Rainbow's departure from Ponyville. Near the end she took out the copies of the call-to-arms as well as the declaration of war and gave them to Cadence and Shining to examine.

“So you thought you could get word to us in time for us to mobilize our guard to help?” Cadence asked and Midnight nodded. “Midnight, it was still reckless to try and fly up here,” she said shaking her head.

“I wasn't just flying. I was teleporting as far as I could over and over along the way,” Midnight told her then sighed. “I probably would have been fine if it weren't for that blizzard.”

“So why were you wearing Twilight's Regalia?” Shining asked gesturing to it on the table.

Midnight took a deep breath. “Because mom is putting me in charge. She can't be there herself, so I'm going to be leading the army in her stead. She wanted me to wear it to show that I am acting with her authority.”

He raised an eyebrow at that. “According to this, you don't need Twilight's authority to lead the army,” he said gesturing to the call-to-arms.

Midnight blinked. “What do you mean?” She hadn't read the documents herself.

“Well it says here that Twilight has granted you the title of General.”

“WHAT!?” She exclaimed, her eyes widening as she snatched the call-to-arms from Shining's magic with her own. It didn't take her long to find her name and the official declaration naming her as General of the Guard.

She put a hoof over her eyes and groaned in frustration. “Mom...”

“You didn't know?” Shining asked sounding amused.

“No, if I did... I would have told her not to...” She groaned again realizing that was precisely why Twilight hadn't told her. It was too late to change now, copies of the call-to-arms had likely already been distributed to every major city in Equestria. Likely thousands of ponies had known of her being appointed as General before she'd even woken up.

“So then why did Twilight want you to wear this?” Cadence said levitating over the piece of regalia.

Midnight looked at it a moment. She didn't need Twilight's authority if she was a general herself; Twilight would have known that. So why did she insist on Midnight wearing it? She sighed. “I think I know,” she said taking it in her own magic. She then used a couple quick spells to scan the regalia and found exactly what she suspected was there. “Yep, it's enchanted, with some very powerful defensive enchantments. Mom probably did them herself.”

Shining grinned. “That sounds like Twily; trying to protect you without you knowing it.”

Midnight sighed and nodded, smiling slightly. “Yeah.”

“What I'd like to know is why Twilight want's you leading the army anyway?” Shining said turning more serious. “Not to be rude, but you don't really have any experience in leadership at all, let alone leading an army in battle.”

Midnight nodded in agreement. “It's because I'm an alicorn,” she explained. “Mom is certain that a good portion of the army would lose hope if they didn't have an alicorn there leading them. Basically she wants me to be kind of a figurehead while leaving most of the actual decisions to the captains of the guard.”

“I suppose that makes sense...”

“That's actually the other reason I came here myself,” she went on. “I wanted to ask you to be my adviser, my second in command, I guess.”

Shining looked slightly surprised. “Me?”

She nodded. “You were Captain of the royal guard for years, you're well respected and well liked.” She sighed. “And I want... need somepony by my side that I can trust.”

Cadence and Shining exchanged a look that seemed to convey far more than Midnight would ever know and Cadence nodded. Then Shining turned back to Midnight. “Alright; I'll be your second.”

Midnight smiled. “Thanks, Shining,” she said sincerely. “We'll have to head out as soon as possible, along with the rest of the guard. Any volunteers will have to follow later. They may not make it in time, but we might get lucky. We'll have to take the trains to Dodge, but from there the guard will have to march. I'll get us to the pass a little quicker by teleporting us along the way...”

“Alright, alright, General,” Shining said grinning and holding up his hooves in a halting gesture. “We have a few hours to make plans before the trains can start running again. I'll send word and have the guard preparing to leave, but then we'll have a few days on the train to make additional plans.”

She opened her mouth again for a moment as if she were going to say more but then decided against it and instead smiled. “Thanks, Shining, really. I know that I'm going to need your help once we get down there... I'm worried, this is the greatest threat Equestria has known in centuries.”

He nodded in understanding. “It's alright to be worried,” he assured her. “I never thought I'd see war, though I trained for it.” He shrugged. “Even the changeling attack was barely something you could call a battle, and it sure didn't last long,” he said giving his wife a grin and she smiled in return.

“Well, I'd best get the guard moving so we can go as soon as the rails are clear,” Shining said standing.

Cadence nodded. “Alright, in the meantime, Midnight, why don't you and I talk about more pleasant things?”

“Like what?”

“Well I would like to hear how you became an alicorn.”

Midnight winced, she'd been so caught up worrying about the war that she'd all but forgotten about her recent transformation and the return of her memories that had caused it. “Actually, Shining, you should hear this.” She said quickly just before he could leave.

He turned back curious. “You could tell me later, the guard is going to need time to prepare...”

“No, it would be best if I tell you now.”

He looked at her a moment, seeing that it was important. Then he nodded and sat back down next to Cadence.

Midnight took a deep breath. “Did you hear about the Hydra incident a few weeks back?”

They nodded together. “Twilight said you saved who knows how many lives by driving the beast back when you did,” Cadence said smiling.

She nodded. “For a few weeks after the incident, I started having nightmares. They were vague at first, all I could remember was there was a lot of suffering, and I was the one causing the suffering.”

Cadence and Shining glanced at each other seeming slightly nervous. Midnight went on knowing it would only get worse.

“Eventually the nightmares became clearer; I began dreaming about things that I had never seen before; that I shouldn't have been able to dream about. Then... then I had a nightmare where I was fighting Twilight, and I realized that they weren't just dreams. They were memories. And when I did, all of my memories, the memories Twilight had tried to lock away, they all came back,” She lowered her eyes in shame. “I remember everything, who I was, the horrible things I did. It all came back.”

The room was silent for a few moments as Cadence and Shining Armor stared at Midnight. She kept her eyes down, afraid of what their reactions would be. It was Shining who finally broke the silence.

“How are we suppose to trust you now?” He asked. His voice was calm, but it was clear he was angry. “How do we know you're not the pony you use to be? How do we know you won't betray us?”

Midnight looked up at him, tears filling her eyes. “Do you think I would just throw away my life? Everything Twilight has given me? That I would turn my back on my friends, my family!? Do you really think I would give up my happiness just because of some bad memories!?”

When they didn't respond right away she went on. “Twilight has done so much for me! She gave me a new life! A chance to be happy! I'd never betray her again! She saved me... she... she's my mom... she's the only mom I've ever known. I'd never hurt her.”

She looked down again. “When those memories came back, it was hard. I... I had to choose between the chaos of my past, and the harmony that Twilight had taught me. But I've chosen harmony.” Finally she looked up at them again. “My wings are the result of that choice. I've chosen harmony, and I would never betray you, my mom, or anypony else. I would never betray Equestria.”

Shining glanced at Cadence, then looked back at Midnight. Finally he took a deep breath and nodded. “Alright, we believe you.”

“We're sorry we even doubted you, Midnight. You did give us quite a scare back then, but we've watched you grow into a wonderful young mare,” Cadence said gently. “We know you'd never go back to the way you were before.”

Midnight lowered her eyes. “It was a near thing... I almost lost myself. I know I didn't deserve another chance. But my friends reminded me of all the good I've done since then... It's not enough to make up for all the terrible things I did, both here and in my own world, but I will continue to do all I can. Maybe... maybe one day it will be enough.”

“Midnight, Twilight told us about what you went through in your world,” Cadence told her, putting her hoof over Midnight's. “Don't blame yourself for what you did, you weren't in your right mind.”

She snorted. “Well, that's true. I was definitely cracked,” she agreed but then shook her head. “That's no excuse though. Twilight tried to help me, and I betrayed her anyway. I still have a lot to make up for.” She looked up smiling weakly. “I'm going to make up for it by being the best that I can be. Like my friends said, I have plenty of time...”

Cadence smiled and nodded. “You do at that, so don't push yourself. Just be yourself Midnight, that will be enough.”

Midnight smiled in thanks. “I also wanted to thank you both for letting Twilight give me a second chance and I'm sorry for what I did to you that night.”

“Well you just gave me a scare,” Cadence said dismissively. “It was Shining that had to limp for a few weeks afterwards.” She said giving her husband an nudge.

Shining shrugged. “I recovered just fine,” he said then gave Midnight's shoulder a soft jab. “You've proven often enough that Twilight made the right choice. We were glad to give you a second chance.”


Shining nodded then stood. “I'd better get the guard moving. You should get some more rest, Midnight.”

Cadence nodded. “Yes, you are still recovering after all, even if you are an alicorn.” She grinned. “I wish my alicorn healing was as strong as you ascended and full blood alicorns.”

“It's not?” Midnight asked surprised.

She shook her head as she stood as well. “No, not quite. I definitely heal faster than most ponies, but not quite as fast as you.” She turned to the door. “We'll keep you informed, General,” she said with a wink.

Midnight just groaned in response.


Rainbow banked sharply and landed just outside the tent where the other captains were gathered. She'd just arrived at the front with the volunteer forces from Canterlot. It had taken them two days to gather volunteers and organized them for the journey south. And then another two days traveling. There had been a surprising number of volunteers from Canterlot, almost five hundred total. She hoped it would be enough. Having seen the storm the enemy was using for cover herself, she wasn't about to underestimate them.

They were now being organized into squads under lieutenants of the guard. The civilian volunteers would be held in reserve from what Rainbow had been told. She knew it was for the best, but she really wondered if any of them would be able to avoid fighting.

The guards outside the tent let her pass without question. They knew her rank even if a fair number of the guard conveniently forgot it from time to time. Several of the captains looked up as she entered, one in particular smiled and turned to greet her. One she was very glad to see.

“Glad you finally made it back, Captain Rainbow Dash.” He said smiling.

“Reporting from Canterlot. I brought in a volunteer force five hundred strong from the city. They are being organized, outfitted and armed as we speak. Captain Valor Spellbound.” It was all she could do not to tackle him right then and there.

He smiled and stepped close giving her a kiss that she returned fervently. Then he gave her a smile. “It's good to see you.”

“You too, Valor,” She said returning his smile, then turned to the other captains present. There were nearly thirty captains of the guard in the large tent, gathered in a circle around a portable map table one of the unicorns must have brought. The surface of the table had been reshaped magically into a surprisingly accurate representation of the pass and the northernmost parts of the badlands.

“Glad you could make it,” Captain Crimson Flare said, smiling slightly at Rainbow and Valor's reunion. “It's good to hear that so many in Canterlot volunteered for the cause.” He'd left with the guard the same day that Rainbow had arrived in the city. He gestured toward the map. “Join us so we can bring you up to date on our preparations. The rest of the Wonderbolts arrived yesterday with the Ponyville volunteers.”

Rainbow nodded. “What about those that stayed behind as Twilight's guard? We need all the forces we can get, but we can't leave the princess unguarded,” she said then grinned slightly imagining what Twilight would think of that.

“I already dispatched several pegasi of Twilight's personal guard to relieve your Wonderbolts,” Valor assured her. “They should have arrived while you were in Canterlot I believe.”

“And we've also dispatched pegasi to patrol the southern border, watching for the princesses' return.” Crimson added. “So lets get to the matter at hoof.”

“What of this General Midnight Star? Has there been any word from her?” One of the captains that Rainbow wasn't familiar with asked. Rainbow wasn't surprised by the title, though it was still strange hearing it. Twilight had told her before they'd left for Canterlot that she was appointing Midnight as general, though she had said not to tell Midnight at the time.

“Last I saw her she was headed to the Crystal Empire to make sure they received word on time. If everything went according to plan, she should be less than a day behind me.”

“And how exactly was she going to manage that? The Crystal Empire is at least two days round trip from Canterlot.”

“She was going to manage it by flying and teleporting herself repeatedly along the way.”

Even Valor was surprised by that, but it was one of the other unicorns who's eyes went wide with his mouth agape. “Teleporting? She'd have to teleport hundreds of times to cover that much distance. There's no way she could have that much magic, could she? I don't think even Celestia could teleport that many times without rest.”

“Midnight Star can,” Rainbow told him. “All of you need to understand, now that she's an alicorn, Midnight is likely more powerful than both Celestia and Luna. She doesn't have the experience of the royal sisters, but in raw power, only Twilight is stronger.”


“General Midnight, we're about ten minutes from the Dodge station.”

Midnight groaned, looking up from where she was relaxing in her private quarters on the train. “Shining, will you please not call me that?”

Shining Armor smiled and stepped inside, closing to door. “Midnight, I was thinking about why Twilight made you general, what you said about being a figurehead. I think she made the right choice.”

She looked up at him and smiled. “Thanks.”

“But for it to work, you need to play the part,” Shining went on in a firmer tone. “That means you need to be confident. You need to accept your title and not keep rejecting it. You need to provide an inspiring presence, and you need to give the appearance of leadership even if you leave most the decisions up to me and the other captains.”

Midnight winced slightly. “I guess you're right...” She sighed heavily. She knew Twilight was expecting more of her than just being there. She may be an alicorn, but the ponies needed an alicorn to lead them, not just to be there with them.

Shining smiled and gave her shoulder a little jab. “I'll be by your side to help you, but you need to give the appearance of being in command. Remember, as General you outrank everypony but the princesses in times of war, so don't let anypony talk back to you. Listen to advice when it is given, but once you give an order, then they should carry it out without question.”

She grimaced. “What if I make a mistake.”

“You're not allowed to make mistakes,” he told her with a wry grin.


“That's why I said you should take advice. Listen to what the other captains and I have to say and use that to make your decisions. Just once you give the order, there should be no more discussion.”

Midnight sighed and nodded. “I'm still nervous.”

He smiled understandingly. “I was too when I was given my first command as captain of the guard. That was before I was promoted to the royal guard. 'Course, that's not quite the same as being made General in a time of war, but you're strong, Midnight. You'll do fine.”

“I just hope the princesses get back in time,” she told him heavily.

“So do I,” he replied with a grin.

She snorted and rolled her eyes. “Thanks a lot.”

He smiled. “Well they do have thousands of years more experience and while Celestia especially hates the idea of killing for any reason, she has dealt with wars before.”

“Good point...” Midnight sighed again and looked out the window a moment. “I hope we can find a way to win.”

“We will,” Shining said with confidence. “Never underestimate the ponies of Equestria.”

She shook her head. “Confidence is great, Shining, but we need to be realistic. Numbers wise we may have an advantage, we won't know for certain until we get there and see how many showed up. But as far as magic goes we are terribly outmatched. The Frozen Empire's forces are likely all trained for combative magic, whereas we only have about a thousand unicorns trained for combat. Our pegasi and earth ponies will be almost helpless against the unicorns... unless...”

“Unless what?” Shining asked curious.

She smiled. “Maybe I can help even the odds. I developed a method of enchanting recently that allows the enchanted item to draw magic from the pony wearing it to power the spell. I could put a defensive enchantment on everypony's armor to at least protect them from magical attacks.”

“An enchantment that draws power from the pony wearing it? Even earth ponies and pegasi?”

She nodded. “Unfortunately I haven't figured out how to give the pony wearing the item control of the spell or else I could also give them some offensive magic. The spells have to be reactive or triggered by a key word or gesture.”

“Even so, that would definitely help,” Shining said sounding impressed. “How difficult is the enchantment?”

“Not very. It doesn't take a lot of energy, but it is rather complex.”

“Does it take you long?”

She shook her head. “It's only takes a moment to cast. Why?”

“Well, if you can, it would be better for you to have somepony else do it. You may not have time yourself, and it would be best for you to not wear yourself out.”

“I could do the spell a thousand times and not wear myself out,” she said with a bit of a laugh. “But yeah, I see your point. I'll have to see if any of the unicorns can learn the spell.”

He nodded, then stood up turning to go. “Perhaps I can recommend a few once we arrive. It shouldn't be too much longer to Dodge in any case. Remember what I said about playing the part though, Midnight.”

“I will...” she said then a thought occurred to her. “Oh, Shining, what is your rank now? So I know how to address you.”

He smiled. “I still hold the rank of captain of the royal guard despite being a prince by marriage.”

“Alright, you're dismissed, captain,” Midnight said with a grin.

He laughed then opened the door. “General,” he said giving her a salute and then left.


“That looks like the camp ahead,” Shining said looking out over the foothills toward the pass.

Midnight nodded. “I should be able to make that in one more jump,” she said confidently, spotting a convenient ridge that appeared completely empty. “Brace yourself.”

He nodded, he was use to being teleported by now. Midnight cast her spell and light flashed around them. The next instant they were standing on the ridge looking down into the camp. Their appearance didn't go unnoticed. Many eyes turned toward them having seen the flash.

Midnight spread her wings wide and lit her horn, making it obvious who she was. A moment later a cheer ran through the camp making Midnight smile. It did seem Twilight was right about the ponies of Equestria looking to alicorns for leadership.

Shining grinned. “Good, now remember; you're in command, general.”

Midnight nodded and then headed down the slope toward the camp. Several guard ponies wearing armor that identified them as lieutenants hurried forward to meet them.

“General Midnight Star?” One of them asked as they drew close.

“Yes. Captain Shining Armor and I need to get to the command tent,” Midnight told him doing her best to sound confident.

He nodded giving her a salute, that she was an alicorn was apparently enough proof of who she was to him. “Of course, right this way,” he said turning to lead the way. The rest of the lieutenants saluted as they passed.

As they made their way through the camp it seemed everypony stopped whatever they were doing to watch, many of them giving salutes when they realized who she was. Midnight held her wings open the entire way, Twilight's words concerning the ponies of Equestria looking to alicorns for leadership as well as comfort seemed more true than ever as she saw the reactions of those they passed.

Eventually though they reached a large tent that was under guard on a hill in the center of the camp. The guards eyes widened when they saw her and they saluted letting her pass by and enter the tent. Several of the captains in the tent looked up as she entered.

“There you are, General,” Rainbow said with a grin being one of the captains present. “We've been expecting you since yesterday.”

“Yes; unfortunately a blizzard caused a bit of a delay in the Crystal Empire,” Midnight told them walking up to the map table and looking over the detailed representation of the pass. “Now why don't you bring me up to date on where we stand and let's see what we can do to improve the situation.”

Chapter 13: An Unexpected Visitor

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Midnight Star: The Frozen Empire
By Nebula Star

Part 2: To Build an Army
Chapter 13: An Unexpected Visitor

Midnight listened carefully as the captains described the preparations being made and the fortifications that had been built so far in the pass. The pass was wider than Midnight had thought, which was bad for them since it meant a wider front for the Frozen Empire to attack. But there were high ridges along each side where unicorns would be stationed and siege weapons had been placed so that they could attack from the heights.

In the pass itself they had built two tiers of fortifications so that if the first fell, they could fall back to the second. The only access to the ridges overlooking the pass was also behind the second tier so they would continue to hold that advantage even if the first line fell.

Once they had gone over the fortifications, the captains then went over their defensive plans. For the most part, earth ponies and unicorns less skilled with ranged magic would be in the pass to hold the line while those Unicorns trained in ranged offensive magic would be positioned on the ridges with the siege weapons.

Pegasi would of course be required to combat the windigos in the air above though Midnight had no idea how they were suppose to fight the spirit beasts. She knew all too well how difficult it was to truly kill spirits. Discord had been a spirit being after all. She'd managed to, for all intents and purposes, kill him in her original world, but it had taken a very powerful spell she didn't think any of the unicorns could cast. How were pegasi suppose to fight them?

Midnight decided to worry about it later and listened to the rest of the plans that the captains had made. She was glad to hear that they were going to hold the civilian volunteers in reserve, but unfortunately she didn't think anypony would be spared the fighting in the end.

“I think our greatest threat is the windigos. We haven't been able to find anything to counter their magic,” Crimson said finally in conclusion. “And we're not even sure if traditional weapons will even harm them.”

Midnight nodded in agreement. “Spirit beings can be hurt but it is extremely difficult to outright kill them. I think our best bet is to cause them enough pain to drive them off. Unless somepony here knows Clover the Clever's fire of friendship spell?”

Crimson shook his head. “I think the only ones who might know that spell are the Princesses.”

Midnight nodded, she'd expected as much. “Hopefully they will return in time. But until then we have to work with what we've got. Now from what you've told me, magic is definitely where we are at a disadvantage which is what I was afraid of. I have a new form of enchantment that may help protect the earth ponies and pegasi from magical attacks, but that alone may not be enough...” she looked up at the ridges and the markers indicating the positions of the siege weapons. “What types of weapons do we have on the ridges?”

“Mostly trebuchets and ballistae that we could assemble on site. Only a few cannons, we didn't have time or the unicorns needed to transport more.” Crimson answered.

Midnight nodded understanding. “Do the trebuchets and ballistae have enough range to cover the entire pass?”

“Well actually a rather clever earth pony made some improvements to our designs and managed to increase their range by nearly thirty percent.” The captain over the siege weapons answered. “They can reach across the entire canyon now.”

“Alright, I think I'd like to see some of the preparations in person.” Midnight said finally. Captain Crimson, Captain Valor, will you accompany Captain Shining Armor and I to inspect the fortifications?”

“Of course, general.” Crimson said with a salute and Valor saluted as well.

Midnight nodded. “Afterwords though, I'm going to need to meet with some of our most talented spell-casters concerning my new enchantment spell.” She turned to Shining armor. “Aside from yourself, Shining, who are some of the most talented unicorns in defensive magic?”

Shining looked up seeming slightly surprised. “Well there's lieutenant Shield Wall, and lieutenant Barricade...” He glanced at Crimson to see if the other Captain knew of any more.

“Sergeant Golden Fleece, is also quite skilled in defensive magic.” Crimson provided.

Midnight nodded. “Alright, send them word that I wish to meet with them, and any others you can think of, after inspecting the preparations.”


“Hey Wind!” Sky called as she glided down into the practice yard on the edge of the camp where he was trying to get use to holding a sword in his teeth. He could use his hoof while flying, but if he had to land at some point, it was important to be able to fight on the ground. Sky had been practicing earlier herself. Her agility in the air however made her far more effective in flight.

Wind paused to take the sword out of his mouth. They were both technically on break from their crash course training schedule but Wind was determined to be the best he could be, both on the ground and in the air. By last report, they only had three days before the enemy would arrive.

“What is it Sky?” he asked looking up as she landed.

“I just heard that Midnight arrived a little while ago.”

His eyes widened excited as well. “She did? Have you seen her?”

She shook her head. “She was meeting with the captains and then I heard they were inspecting the preparations in the pass.”

“Did you tell Copper?”

She snorted. “He's holed up in that tent with the other siege engineers. It would take a force stronger than Midnight's magic to pry him out of there.”

Wind laughed. “Maybe, but you know what Princess Twilight always says; there's nothing stronger than the magic of friendship.” He returned his practice sword to the rack and turned back toward the camp. “Let's go see if he can take a break and then we'll all go and surprise Midnight.”


Watching carefully with all her senses, Midnight felt the enchantment spell the lieutenant was casting fall into place exactly as she had demonstrated for them, without any mistakes this time. It had taken a few hours but she'd managed to teach five Unicorns including the two lieutenants and sergeant the enchantment spell.

“Excellent, now I need you to apply this enchantment to the armor of as many earth ponies and pegasi as you can manage, starting with the members of the guard.” She looked over at Captain Crimson; he and Valor had watched as well though they'd likely need to practice a bit in order to learn the spell themselves. “Captain, it would be best to make arrangements to have the members of the guard bring their armor to be enchanted.”

“I'll take care of it,” Crimson said with a nod.

Midnight nodded. “Hopefully that will make a difference.”

“It is an incredible technique, general,” Sergeant Golden Fleece said excitedly. She'd been the most enthusiastic about the technique and had been the first to master it. “I'm sure it will make a huge difference! Defensive spells powered by earth ponies and pegasi, I didn't even think that was possible!”

Midnight smiled at her enthusiasm. “I just wish I could figure out how to give the pony wearing the enchantment control of a more complex spell. Even a simple levitation spell for earth ponies and pegasi to hold their weapons with instead of their teeth...”

“Well we pegasi can use our hooves when flying.” One of the pegasi captains told her with a shrug.

“Have you tried making a framework with your enchantment instead of the spell itself?” Valor asked thoughtfully.

“A framework?” Midnight repeated.

He looked at her seeming surprised. “Didn't you learn about frameworks at Celestia's school?”

“Yes, of course,” Midnight said quickly slightly embarrassed. A framework was a kind of guidance spell to help unicorns learn more complex spells. Essentially a framework would guide their magic into the forms needed so that they could feel what it felt like to cast the spell. “I guess I just never thought of that because... well, I've never needed a framework to learn a spell.”

Valor grinned at that. “Do you think it would work though?”

She thought about it a moment. She'd definitely have to modify the framework spell. The hard part would be allowing the Pony to sense the framework so that they could activate it. Then her enchantment would draw the magic needed into the framework which would allow the pony to essentially cast the spell themselves. There would be no need to transfer control because they would be the ones casting the spell. “That might just work... I'd have to experiment a little but I think that might do it.”

She looked up. “If I could get it to work, this may prove invaluable to our cause. Is there someplace I could work without being disturbed?”

“If you give the order, general, you could work just about anywhere without being disturbed except in an emergency.” Shining reminded her sounding slightly amused.

“Right... but I'd rather not occupy the command tent.” Midnight said rolling her eyes.

Valor smiled. “We have a tent prepared for you. It's not far, I'll show you the way,”

Midnight nodded. “Thank you, captain.”

“And we'll get started enchanting the earth pony and pegasi armors.” Crimson added, giving Midnight a salute. The other five unicorn's followed suit then followed Crimson out.

“You're tent is actually the one just down the hill from here,” Valor told her. “So if you'll follow me, general. We'll have to set up another captain's tent for you, Captain Shining.”

“That will be fine,” Shining said with a shrug.

Midnight nodded. “Thanks, Valor. If this works, it should give our pegasi and earth ponies more of a fighting chance.”

He smiled. “Well, don't underestimate hornless ponies, Midnight,” He advised, speaking more familiarly now that it was just the three of them.

“I know, but I also know all too well the kind of damage magic can do,” she said somberly. “What I did to Ponyville the night I betrayed Twilight was nothing compared to what I had done to Canterlot in my own world.”

“Uh, Midnight...” Shining said in a warning tone, looking at Valor.

Midnight looked glanced at him then looked to Valor. “Rainbow told you the truth about my past didn't she?”

He nodded. “She also mentioned that you had regained your memories.”

Midnight nodded. “I figured she would. Anyway, our main disadvantage is in magic. So we need every possible edge. If I can get this spell to work it could make all the difference. I'll need somepony to test them though.” She looked over at Valor again. “Is Rainbow busy with anything?”

“She's probably just sparing with some of the other Wonderbolts. They don't train with weapons typically.”

“Well, if it works they may be learning to wield a sword with a levitation spell,” Midnight said with a shrug. “Could you ask her to come to my tent when she can?”

He nodded.

“I'll also need items to test the spells on; necklaces or circlets, something small.”

“We have some simple headbands we use for communication enchantments. They're small enough that they can be worn under a helm,” Valor told her.

She nodded. “That will work, if you have spares.”

“We always have spares,” he said dismissively as they reached a large tent. “Here we are, general. You're guard is still being organized, but you shouldn't be disturbed.”

“My guard!?” Midnight exclaimed.

He nodded. “Of course, you're the leader of our forces and that will make you a target, Midnight. You need a personal guard.”

She stared at him a moment then sighed heavily. “Right, well once they're organized, bring them here to introduce them to me.”

“Of course, General. Actually several of your mother's guard volunteered to join your guard for the duration of the war, so you know some of them already. For the time being though, I'm sure Shining can ensure your safety.”

Midnight threw Shining a grin. “Yes, I guess he'll have to do for now.”

Shining just rolled his eyes.


“Valor said you wanted to see me, general?” Rainbow said with a grin as she entered Midnight's tent. “I see you've got your own guard now.”

She just nodded from where she was lying on a cushion in the center of the large tent. “Yes, Valor helped organize them for me.”

“I heard. Where's Shining?” Rainbow asked.

“I sent him to keep tabs on the preparations for me while I'm working on this,” she said gesturing toward the head bands laid out in front of her.

“Okay, so what are we doing? Valor mentioned something about pegasi casting spells?”

Midnight nodded. “You remember the necklace I made for Scootaloo?”

Rainbow sighed. “Yeah.”

“That enchantment was a new kind I developed that draws power from the pony wearing it. That was Scootaloo's magic powering the spell.”

Her eyes widened. “Really?”

Midnight nodded. “I originally tried it with a simple levitation spell, but I never was able to give control of the spell to the pony wearing the enchanted item. In the case of Scootaloo's necklace, it's activated when she opens her wings, she doesn't actually have any control over the spell. But Valor gave me an idea that I think might work, so that's what we're doing. I need you to test the enchantments.”

“So if it works, I'll be able to cast spells?” Rainbow asked sounding excited.

“Well, just the levitation spell for now, but yeah.”

“That will be so awesome!” Rainbow said jumping into the air and hovering there. “Tell me what to do!”

Midnight grinned at her enthusiasm and was about to levitate the first test headband to her when the tent door was pushed open by one of the guards.

“General, you have some visitors,” The guard pony said. He was one of those who was normally part of Twilight's guard and was familiar with Midnight.

“Visitors? I did ask not to be disturbed,” Midnight said a little annoyed.

He nodded. “I understand, general, but I think you'll want to see them.”

She sighed and sat up on her cushion. “Very well. Send them in.”

He nodded and then held the tent door open as three ponies entered; two pegasi twins and an earth pony.

“Thought you were going to turn us away for a second there,” Wind said with a grin.

“Well she is the general, I told you she was probably busy,” Copper reminded him.

Wind laughed. “She doesn't look all that busy to me,” He grinned. “Didn't expect you to be here, Rainbow.”

“Captain,” Copper reminded.

“Oh right, sorry, Captain Dash.”

“Uh, guys...” Sky said softly looking at Midnight, making them both look at her before looking at Midnight as well, falling silent as they did.

Midnight was sitting there almost trembling, her teeth clenched tightly as she stared at them, breathing in unsteady breaths. Scenario after horrible scenario was playing through her mind, she saw her friends dying one by one in horrible ways. It was her own world all over again.

Her horn flashed as she cast a sound barrier inside the tent to ensure nopony outside would hear. She knew she was about to break down. “What are you three doing here!” She hissed angrily.

“We volunteered,” Wind said with a grin.

“Are you crazy!? Why would you risk yourselves!?”

He snorted. “We weren't about to let you go off to war on your own!”

“We wanted to be here for you, Midnight,” Sky said gently.

“I don't want you here!” Midnight shouted, he voiced cracking with the strain. “I want you safe!” She lowered her head, burying her face in her hooves. “I can't... I can't lose you. Any of you. Don't you understand that?”

“You're not going to lose anypony,” Wind said dismissively.

Midnight looked up sharply, jumping to her hooves with angry tears falling from her eyes. “THIS IS WAR!” She shouted with fury they'd never seen from her before. “Don't you understand!? Ponies will die!”

Then she seemed to crumble, collapsing down onto her cushion crying into her hooves. The three friends didn't know what to do.

“I told you...” Midnight said softly through her tears. “I told you about my past. I told you that I'd had to watch everypony around me, everypony I cared about, die one by one. I can't... I can't start losing friends again... I can't. I just can't...” She cried into her hooves she hadn't expected this, hadn't thought her friends would be at risk. She wasn't ready. They had been all that had kept her from falling into chaos when her memories had returned. If she lost them now.

Suddenly she felt somepony lie down by her side and a wing wrapped around her. She looked up to see it was Wind and turned away.

“You're not going to lose anypony, Midnight,” He said with gentle confidence. “I know you want to protect us, but we all have those we want to protect as well, and we weren't going to stay behind and worry when we could do something about it.”

“But I can't lose you...” Midnight said looking over at him finally with tears running down her cheeks. “I can't lose any of you...”

“You won't,” He assured her again. “We're going to win this.”

“What if we can't?”

“We will.”

“But you're not fighters. You and Sky may be athletic, but you've never trained with weapons, you've never fought for your lives before...” She looked up at Copper. “You're not a warrior, Copper... Earth ponies are going to be on the front lines.”

He smiled. “No, I'm not a warrior, I'm an engineer. Which is why I've been working on the siege weapons up on the ridges. I've already improved their range by over a third.” He said proudly.

Midnight sniffed, feeling slightly better. “That was you? I should have guessed...”

He nodded. “So don't worry, I'm not going to be on the front lines; in fact, I'll probably be the safest of anypony here.”

“Midnight, trust me,” Rainbow said touching her shoulder gently with one wing. “Times like these are always easier when you have the support of your friends. I understand you're worried. Celestia knows I worry about Valor. But you have to remember, they're just as worried about you, so it's better to stick together.”

She sniffed again and gave a small nod, but was otherwise silent for a few moments as Wind held her under his wing. Finally she took a deep breath and let it out slowly, trying to calm her fears. “You follow orders, and stay with your squads! Don't go off on your own and don't any of you dare try to be heroes!” She shook her head firmly. “There are no heroes here.”

They all nodded understanding. “We'll be careful,” Wind said softly, giving her a squeeze.

She sighed heavily. “Well you'd better get back to your training, or whatever you're assigned to do. I don't want to hear about you disobeying orders.”

Wind smiled and nodded. “We're going to win this, Midnight,” He said confidently, giving her one more squeeze. Then he stood back up. “We'll see you later, general.” He gave her a salute, and a grin then turned to go.

The other two saluted as well, turning to follow him out.

“Sky, actually, you should stay.” Midnight said before they could leave.

“Why?” Sky asked, surprised. “I do have a training session this evening.”

“I'll make sure you're excused,” Midnight said dismissively. “But I did promise you that if I ever got my enchantment to work, that you would be the first to use it.”

She blinked looking surprised. “Have you been working on it?”

Midnight nodded. “Valor gave me an idea that I think will work. If it does, it could prove invaluable in the war effort.”

“Alright, I'll tell the lieutenant where you are if you're not back in time.” Wind said as he and Copper turned to go. They waved as the tent door closed behind them.

Midnight sighed then took the first of the test headbands in her magic.

“Well shoot, but I guess a promise is a promise,” Rainbow said with a grin.

Midnight laughed softly. “Sorry about that Rainbow, I didn't know Sky was here when I asked you to help. You can still be second though.”

“This is the one time I'll settle for second. I'm not about to complain about you being loyal to your friends.”

Midnight smiled understanding and levitated the headband to Sky as she laid down in front of her. “The spell shouldn't activate on its own, so you don't have to worry about taking it off again.”

Sky nodded and took the headband, carefully placing it on her forehead, hooked over her ears. As soon as it was on her eyes widened. “I can feel something! This is so weird, I never felt anything like this with your other attempts.”

“Good, then part of my design is working at least. What you feel is a framework of the spell, and you should be able to feel your own magic as well.”

“Is that what that is!?”

She nodded. “If it's working right. Now you should also feel the framework trying to draw in your magic, but it can't until you let it.”

“Okay... yeah, I think I feel what you mean,” Sky said sounding slightly distant as she was overwhelmed by the new sensations.

“Now when you release your magic into the framework it will guide your magic into the proper spell form and essentially help you cast the spell yourself. Then you should have complete control over the spell.” Midnight placed another of the headbands in front of her. “Try to levitate the headband.”

She nodded and looked down at it, concentrating. After several moments nothing happened. She was clearly trying hard, her face contorting into odd expressions as she tried again and again.

“I can't get it...” She said finally in defeat. “I can feel something, but I can't seem to control the magic. Maybe I can't control it myself without a horn...”

Midnight frowned. “I tried to simulate the connection that a unicorn horn creates between the pony's mind and their magic. It won't allow you precise enough control to cast spells on your own, but it should let you at least manipulate your magic into the framework.”

Sky shook her head. “I can't get it...”

With a frown Midnight took the headband herself and put it on under her horn. She immediately felt the framework spell, but the other part that should have felt like an echo of what she'd always felt through her horn simply wasn't there.

“Hmm... The connection doesn't seem to be working, you were just sensing the framework spell,” She sighed. “Let me try again.”

She took the headband off and quickly removed the spell then concentrating she redesigned the enchantment slightly and recast it into the headband. Once she was finished she put it back on herself. There still wasn't an echo though; so, shaking her head, she tried again. It took three more tries before she finally put on the headband and smiled as she felt an echo of the familiar sense in her horn.

“Try that,” She said taking the headband off and levitating it to Sky.

She took it and carefully put it on. “Oh wow! I can feel even more now!” She said excitedly, her eyes wide.

“Good, see if you can get it to work.”

“Okay...” she said then proceeded to stare at the second headband, concentrating. After several long moments nothing happened again. She shook her head. “I can feel my magic, I think... but I can't... OH!”

Suddenly the headband lit up with a icy blue aura and a similar aura surrounded the second headband as well as it was lifted up in the air. “I got it!” She exclaimed excitedly.

Midnight couldn't help but grin proudly. “Excellent! Now you should be able to move the headband around with just a thought.”

“Yeah!” she said as the headband zipped back and forth. “It's so easy!” Her eyes followed the headband as she sent it all through the tent then brought it back in front of her and made it spin in place. Then she released the spell, letting the headband drop only to catch it again at the last second. “This is INCREDIBLE!”

“It's Awesome!” Rainbow agreed. “Midnight, make a second one. I've got to get in on this!”

Midnight smiled. Maybe they would stand a chance with this and her other enchantment. But deep down she wasn't so sure.


“Why do they insist on asking me for approval for every little thing! Most of them know better than me what needs to be done!” Midnight growled in frustration. It was late in the evening on the second day since they'd arrived and though her success with her enchantment had put her in a better mood the day before; it had quickly been eroded the next morning by the wide range of problems and other decisions that she was expected to deal with. She'd done her best at first, but her patience was quickly wearing thin.

Luckily her guard was following out of earshot so she could take the opportunity to vent her frustration.

Shining looked over at her with an understanding smile. “You're the one in charge, Midnight, so if anypony is unsure what to do they'll come to you instead. You'll have to get use to it.”

“But don't the captains know by now that I'm leaving it all to them?”

“Twilight put you in charge, Midnight. That's all that matters as far as the captains are concerned and until you prove yourself incapable, they will trust in Twilight's judgment,” he told her. “Don't worry though, you're doing fine.”

“Half the time all I do is ask them what they think would be best and tell them to do that!” Midnight objected.

He laughed. “Delegating is an important part of leadership. Trust me, Midnight, you're doing fine.”

She growled under her breath. “It sure doesn't feel like it.”

The only good news they'd gotten all day was that the Frozen Empire was still three days away. They seemed to be taking their time crossing the badlands. Probably so that they wouldn't be exhausted going into battle. While it did mean they had an extra day to prepare, Midnight wasn't sure what else they could do.

Volunteers were still arriving from some of the more distant cities. Most would arrive by the next day, though they hadn't had word from the Crystal Empire yet.

Midnight looked out over the camp. One whole section was made up of nearly seven hundred Zebra that had joined the fight, though most weren't warriors and while they did have some magic of their own, most revolved around potions and rituals and so wasn't really combative magic.

The rest of the camp was almost two halves. One being made up of the members of the guard, and the other was the Equestrian volunteers. Over three thousand volunteers had answered the call so far, even more than she had expected, but she still didn't think it would be enough. Even with most of the earth ponies and pegasi protected by her enchantments.

None of the unicorns she'd attempted to teach had managed to learn the more complex levitation enchantment; so she had had to do as many enchantments as she could herself. She'd made them for Wind and Sky of course, as well as Rainbow. And she'd also made them for all the rest of the Wonderbolts, since they weren't as well trained to wield weapons in flight, as well as a couple other squadrons of pegasi. But that had been all she could manage the night before.

She spotted Rainbow easily in one of the sparing fields, training with Valor. Rainbow had adapted quickly to the levitation spell. Even quicker than Sky had in fact; which Rainbow had been quick to point out.

It still wasn't enough.

The windigos were the problem. They still had no way to counter their magic and they weren't sure they could even harm the spirit beasts. Their freezing magic could easily cripple Equestria's forces. If it weren't for that, they might have a chance; but as things stood, they were in trouble. And Wind, Sky, and Copper had to get themselves in the middle of it...

“You okay, Midnight?”

“I'm worried about my friends,” she admitted with a sigh. “I'm worried that we're out-matched... I'm worried that everypony here is going to die.”

“I heard that you had some friends visit you yesterday.” Shining said softly. “You need to focus, Midnight. You can't worry about them, and you can't lose hope. We'll find a way to win, but not if we lose hope.”

Midnight sighed heavily. “I know, I just... I think I need some time to myself...”

Shining nodded understanding. “I don't think there's anything else you need to do this evening. Why don't we return to your tent. You could work on some enchantments if you want.”

“That sounds good, at least I'll still be doing something to help,” she said. In truth she'd already been heading back toward her tent, but she was glad that Shining agreed that it would be alright.

Four more members of her guard were waiting at her tent and saluted her as she approached. She returned the salute then proceeded into her tent. A small desk and comfortable bed had been added to the tent the night before and she gladly went to the desk and sat down on the soft cushion she had placed there glad to get off her hooves and relax.

“So is there anything else you want me to do, general?” Shining asked.

“No, I just want some time to relax...” Midnight said closing her eyes.

“General Midnight?” It was one of her guard.

“What?” Midnight almost growled suspecting that she didn't want to know.

“One of the zebra leaders has asked to see you.”

“AAAARRRGGGHHH!” Midnight's shout of frustration startled the members of her guard and made Shining grin.

“General?” The guard asked. “Should I ask her to wait?”

She sighed heavily. “No, no... who is it?”

“She said she was Zerrinka the Shamare of the Farren 'Tu tribe. They're one of the most influential zebra tribes. She originally asked to see one of the princesses, but Captain Crimson told her that none of the princesses were in the camp so she asked to see whoever was in charge.”

“Alright...” Midnight said reluctantly. “Send word that I'll see her.”

The guard nodded and left the tent again, leaving Midnight to lament the loss of her evening of relaxation.

“Keeping good relations with the zebra is important.” Shining said comfortingly.

“I know...” She sighed.

It was nearly only ten minutes later that four of her guards entered the tent, the last holding the door as a zebra entered. She appeared older, but otherwise seemed strong and healthy. Her outfit was one of the most elaborate Midnight had seen among the zebra. Far more than the simple leg and neck bands that Zecora always wore though she had those as well.

“General Midnight, I present Zerrinka, Shamare of the Farren 'Tu tribe,” the guard introduced then turned to the zebra. “Shamare Zerrinka, this is general Midnight Star.”

“Midnight Star, to you and all Equestria we are in debt. You have done much already and will do more yet. For this I wish to thank you, and ask what more there is that we can do.”

Midnight grinned, she'd sensed a strange aura from the moment the zebra had entered the tent. One that she recognized. “Well, well, well. This is a surprise,” she said preparing to use her magic should she try to run. “I'll admit your disguise is perfect and you're act is flawless. Just about anypony else would be fooled, but I'm afraid I'm far too attuned to magic to miss your rather unusual aura.”

The 'Zebra' narrowed her eyes. “What insult is this you spake? Are you calling me a fake?”

Midnight just smiled, never taking her eyes off of the 'Zebra'. “Captain Shining Armor; you may want to excuse yourself.”

He looked at her confused. “Why is that?”

She grinned. “Because I don't know how well you can maintain your composure around your old friend.”

“I'm a soldier, General Midnight,” he told her firmly. “I'm not going to lose my head. What do you mean my old friend.”

Midnight nodded toward their guest. “You and her have met before. Isn't that right? Chrysalis, Queen of the changelings.”

Chapter 14: A Deal

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Midnight Star: The Frozen Empire
By Nebula Star

Part 2: To Build an Army
Chapter 14: A Deal

All the guards in the tent rounded on the 'zebra' drawing their weapons within a second of Midnight naming her the changeling queen. To her credit, she did not attack or try to run, nor did she attempt to keep up the charade.

“How do you know that name?” She asked with cold anger in her voice, abandoning the zebra rhymes. “No pony should know that name.”

Midnight just smiled, watching her carefully, ready to act should she turn hostile or try to run. After several tense moments though she showed no signs of either. “Guards, at ease. Queen Chrysalis isn't here to cause any trouble,” she said with a smile. “Are you?”

The disguised changeling just glared at Midnight.

“But, general Midnight, All changelings are wanted for their crimes against Canterlot thirteen years ago. The changeling queen most of all.” One of the guards, the ranking lieutenant, objected as they all kept their weapons at the ready.

“I am well aware of that, lieutenant. I said at ease,” Midnight told him.

Reluctantly he and the rest of the guards sheathed their weapons and stepped back though they kept a careful watch on the 'zebra', who looked around at them seeming slightly surprised.

Midnight took the opportunity to glance at Shining Armor and saw that though he was glaring at the disguised changeling queen, he showed no signs that he was struggling to restrain himself.

“Good. Now Queen Chrysalis, why don't you take your true form so we can speak face to face?”

“You haven't answered my question!” She growled.

Midnight just smirked. “I will, but we do have a lot to talk about and your zebra disguise isn't fooling anypony anymore.”

She continued to glare at Midnight a few moments more, likely trying to think of a way out of the mess she'd found herself in. Finally though, emerald flames erupted around her as she released her magic returning to her true form.

Midnight smiled as the changeling queen's true form was revealed. Chrysalis was still in far better shape here than she had been in Midnight's world. She looked healthy and well fed; at least, as healthy as a changeling could look. In fact, she looked as healthy as she had been in the memory that Twilight had shown her.

“Much better,” Midnight said smiling.

Chrysalis continued to glare at her as Midnight toyed with an idea that had just occurred to her. It was a risk, but could she afford to ignore a chance better their odds in the coming battle? No She had to take the chance.

“Shining Armor, if you continue to maintain control of yourself you may stay. As for the rest of you, leave us. I wish to speak with Chrysalis alone.”

“But, general Midnight!” The lieutenant exclaimed in objection.

“Relax, lieutenant, there's nothing Queen Chrysalis could possibly do to harm me,” Midnight told him confidently, her gaze fixed on the changeling.

Reluctantly the members of Midnight's guard exited the tent, seeming worried but obeying orders all the same.

Chrysalis didn't even glance at them as they passed behind her. She just continued to glare at Midnight, looking as if she were trying to solve a difficult puzzle. Once the guards were gone and the tent door had closed behind them, Midnight cast a sound barrier spell around the inside of the tent.

“We can speak freely now, we won't be overheard,” Midnight told her calmly.

“You're rather confident for an alicorn that has not even attained an ethereal mane,” Chrysalis growled as she took a threatening step forward.

Midnight just grinned, not phased in the least as she released the flows of magic into her mane and tail letting them transform back into their dark star-field forms. “Actually I just thought I should let everypony get use to me being an alicorn first,” Midnight said and Chrysalis froze seeming taken back.

“Let's be honest Chrysalis; even at your best, you were barely able to defeat Celestia. Whereas I...” She smiled as she began channeling her magic, letting her power fill the air around them. Shining's eyes widened and he looked at Midnight in surprise while Chrysalis began to cower back in fear.

“This is impossible,” she gasped as she sensed the sheer amount of magic around them.

“I am far more powerful than Celestia,” Midnight told her with confidence. Then she let her magic fade again. “Now I'm not telling you this merely to intimidate you, though I certainly understand if you are. I'm telling you this so that you know that when you leave here, and you will leave here, it is because I am letting you go.”

“Midnight?” Shining Armor said looking at her sharply, but she held up a hoof in a silencing gesture.

Chrysalis eyed her suspiciously. “Why would you let me go?”

Midnight smiled. “We'll get to that. Fist of all I'm going to make a few guesses; tell me if I'm wrong,” she said then sat back and shifted her wings to a more comfortable position.

“I suspect that you and your changelings never actually left Equestria after your failed invasion. In fact, I'd bet you've been living in secret somewhere either within our borders or right on the edge of our lands; perhaps in one of the forests. Maybe even Everfree. Equestria is so full of love after all, that even from a distance it could sustain you and your changelings. And since your feeding on love doesn't actually affect the ponies, nopony has ever suspected you were nearby.”

Chrysalis certainly was good at keeping a strait face. Even so Midnight was confident she was on the right track and so continued.

“You've been able to live a comfortable life wherever it is you've made your home, and you don't want to lose that. Then you heard of the war. You're worried, after all, you're livelihood is now tied to Equestria's so you decided to see where we stand.

“You may have even thought that this war may provide you with another chance to take over Equestria; though if you did, I will tell you now that you'd best give up on that idea.” The warning in her voice wasn't lost on Chrysalis, but Midnight went on before she could say anything.

“Just like in Canterlot, you weren't willing to risk one of your changelings on a dangerous infiltration mission, so instead you came yourself; and your hope was that you could find out where we stand and what, if anything, you could do to ensure the livelihood of your changelings.”

Midnight waited a few long moments for her to respond but she just continued to glare. “Well? Am I right?”

She growled something under her breath before finally answering. “Yes.”

“So you've been leaching off of Equestria all this time?” Shining asked angrily.

“Shining, relax, their feeding doesn't harm anypony. It sounds a lot worse than it is. Isn't that right Chrysalis?”

“Midnight, I've had a changeling feed off of me, I know what it's like.” Shining said glaring at Chrysalis.

“She was also brainwashing you at the time,” Midnight said shaking her head. “If she had only been feeding off of your love for Cadence, you wouldn't have been affected in the least.”

“I doubt that.” Shining growled.

Chrysalis smirked. “Oh Shiny, you know you enjoyed our time together,” She said in a taunting sultry voice. “I wonder if your princesses would approve of what we did all those nights leading up to the wedding? Especially your precious Mi Amore Cadenza, what would she think?” Then she grinned evilly. “Perhaps I'll introduce you to our daughter sometime.”

Midnight restrained Shining with her magic before he could react and held him as he tried to launch himself at the changeling Queen anyway.

“Captain Shining Armor, control yourself!” Midnight said in a commanding tone, throwing Chrysalis an annoyed look. The changeling queen just smirked as she watched Shining struggling to reach her. After a few moments though Shining calmed down and Midnight slowly released him, ready to bind him again if he tried to attack. Finally she turned back to Chrysalis.

“Could we refrain from such foalish behavior.” Midnight growled at both of them, though the mention of a daughter between Shining and Chrysalis was somewhat disturbing to her. Honesty was surprisingly the strongest of the elements of harmony that she could sense in the changeling queen and it was very strong indeed. This made Midnight worry that the daughter she'd mentioned wasn't just made up to taunt Shining Armor. And if there was in fact a daughter, it could cause problems later on.

“Chrysalis, you came here to see where we stand,” Midnight said after a letting them calm down for a few moments. “Well, I'm not going to lie to you, it's not good. The Frozen Empire has us sorely out-matched in magic. We've done what we can to counter it, but the fact remains that we barely have a thousand unicorns trained for combat while their army numbers over five thousand. And that's only an estimate, we don't even know their numbers for sure, and that also doesn't take into account their windigos.

“We hold the advantage of terrain, but that will mean little if we can't find a way to at least counter the windigo's magic. In short; Equestria is in very real danger of losing this battle.”

Chrysalis looked at her consideringly. “And do you expect me to do something about it?” She asked coldly.

“That's entirely up to you. I said I'd let you go and I meant it. You can leave whenever you wish.”

Her eyes narrowed. “How do I know I can trust you? That you won't have me followed?”

Midnight shrugged. “I guess you'll just have to have faith in me.”

She snorted. “Faith. I'm supposed to believe that you would just let me go, that you have no ill will for my kind?”

“What do you know about me?”

Chrysalis's eyes narrowed, seeming to wonder what Midnight was getting at. “Midnight Star: adopted by Princess Twilight Sparkle eleven years ago. When you were young you proved to have great talent in magic; some say almost equal to Twilight Sparkle herself. You attended Celestia's School for Gifted unicorns at the Ponyville branch until you graduated two years early. You've lived in Ponyville ever since. About a month ago you fought off a hydra, single-hoofed, an impressive feat to be sure. Last report I had, however, you were still just a unicorn, though you are clearly now an alicorn.”

Midnight nodded to confirm that her information was accurate. “That is all true, and I only became an alicorn a week ago so it's not surprising you hadn't found out yet when you came here. But do you know anything about who I was before Twilight took me in?” She asked.

Chrysalis snorted. “Before she took you in you were nobody; just another orphan filly. Why would I have wasted resources to keep tabs on you then?”

Midnight smiled. “You're wrong,” she said softly. “Before the night Twilight took me in, I was the same age as her. And before she brought me to this world, I was an Empress.”

“Midnight!” Shining said warningly.

“It's alright, Shining, it's my story to tell,” Midnight told him calmly watching Chrysalis's reaction.

The changeling queen was staring at her clearly disbelieving. “What are you talking about?”

Midnight smiled again. “I'm not from this world, Chrysalis.”

“You expect me to believe that?”

She just nodded. “There are infinite worlds, Chrysalis. Some are nearly identical to this one, the differences so small that you may not be able to even identify them. Others are very different, and the more different the world, the more different the inhabitants become. Most worlds will have their own version of yourself and others; but depending on how different the world itself is, these other versions may differ from world to world as well.

“For instance, I was my world's version of Twilight Sparkle, but my name has always been Midnight Star and as you can plainly see, my appearance differs from hers as well.” She sighed and shook her head. “And I was a far different pony than her.”

She looked back up at Chrysalis then. “My world was a nightmare, and I grew up knowing horrors that few here can imagine. Discord had ruled Equestria for centuries with Nightmare Moon as his second in command. One by one the horrors of that world claimed everything and everypony I ever cared about. By the time I was a young mare, I know I was insane. Bitterness and anger were both etched into my heart, but neither compared to the hatred I had for the two tyrants... and myself.

“Then I discovered my talent. My potential in magic was unmatched in my world, and my insanity allowed me to tap into an even greater force as well; the near limitless magic of chaos. I focused my anger and hatred then, directing it toward those that I blamed for the terrible life I had lived. Once I believed I was ready, I challenged Nightmare Moon and Discord. And I slew them both. It was then that I took my place as Empress, not only over Equestria, but the entire known world. And I made them suffer as they never had before.”

She shook her head looking down in shame. “It was about a year and a half later that we met in my world. Or rather myself and that world's version of you.

“She came to me, on the edge of starvation. She introduced herself and proceeded to beg me to leave the Ponies of Equestria alone for a time; to give them a chance to be happy; to let them learn to love again. She and her changelings were starving, there wasn't enough love in all the world to sustain them. When she told me this, I laughed in her face. In desperation she tried to attack me, but weak as she was, I defeated her easily and told her to leave with a threat that if I ever saw her again, I would slaughter all her remaining changelings in front of her. She left then, but as she did, she looked back at me and called me a monster...”

She sighed heavily and finally looked back up at Chrysalis letting her regret show. “And I was; I was such a monster back then.” She shook her head again and went on. “Then, eleven years ago. Twilight Sparkle in this world discovered the theory of the infinite worlds and devised a spell to let her see these alternate worlds. It worked and she saw many of the different worlds and learned a great deal about what she calls the multi-verse.

“But my mother is often overenthusiastic when it comes to learning something new,” Midnight said smiling fondly. “She let the spell go too long until she grew tired and lost control of it. I doubt either of us will ever know exactly what happened then. All I remember was incredible pain as my soul was torn from my body and pulled into some kind of vortex of magic. The next I knew I was inside Twilight; just a soul without a body of my own.

“Twilight tried to reassure me and promised she'd do what she could to fix everything; that she'd try to recreate my body here so that I could start anew. It was only a few weeks later that I betrayed her.

“I took control of her body and attacked all of her friends, then I went after the princesses. I was intent on taking Equestria for my own; on making the ponies here suffer just as I had in my own world. That night, I nearly killed Celestia, banished Luna to the moon and tried to murder Twilight as well. In the end though, Twilight proved herself my equal, unlocking the potential that she and I shared. Then, with the elements of harmony, she managed to defeat me and took back her body.

“What she did then however, I will never forget, and can never repay her for. Using the elements of harmony once more, she cleansed my heart of all the pain, anger, bitterness, and hatred that had plagued me since my youth. In doing so the elements also reduced my age as well. Then to protect me from the terrible memories of my past, she locked them away in my mind.

“I was a filly again, with no memories of my past, and I found myself in Twilight's care. For eleven years I grew up as her daughter, and for the first time, I was happy. I only regained my memories recently, but because of the life I've lived, the life Twilight has given me, I'm a different pony now and I can endure their pain of those memories. I owe her everything.”


Chrysalis continued to stare at her. She had listened with skepticism at first, but as Midnight had continued her doubt had slowly faded. Nopony could have made up such a story on the spot, and what reason would she have for such an elaborate story? One that made the her out to be some kind of tyrant and villain no less. And the way Shining Armor had reacted at the start; as if Midnight were revealing some terrible secret... Could it be true?

It would explain how this Midnight had known her name. If she had indeed met another version of her in this other world then she could have found out then. Chrysalis was positive that neither she nor any of her changelings had revealed her name in the failed attempt to take Canterlot. But what was the point of the story anyway? Why was this Midnight Star giving her these secrets?

“Why are you telling me all this?” She asked, staring at the young alicorn in confusion.

“Because I want you to understand, Chrysalis, why I feel the way I do,” Midnight told her softly.

“What do you mean?” She demanded. “The way you feel about what?”

She smiled. “Even after all I did, both here and in my own world, Twilight still gave me a second chance... and if she thought I deserved a second chance, then I think that you do as well.”

Chrysalis stared at her a moment unable to process what Midnight had just said. Did this alicorn just offer to forgive me? Her eyes narrowed in suspicion. “And what makes you think I'd want a second chance, even if you are willing to forgive me? Do you think I regret my actions!?”

“Perhaps not,” Midnight said softly. “You had good reason for what you did. After all, you were just trying to ensure the well being of your children.”

Chrysalis tensed. How could she know... unless... had the other Chrysalis in her world told her the truth? “What do you mean 'children'?” She asked, trying to keep her voice level but failing miserably.

Midnight smiled knowingly. “It's no use denying it, Chrysalis. I know that the changelings you lead are your children.”

It was her greatest weakness. She'd done all she could to hide it, to hide that they were her children. They all knew of course, but it had been millenia since any outsider had discovered the secret. She was always careful to keep the truth hidden, to seem like a tyrannical leader when any outsider may be watching. But it was just an act, a part she played to protect her children from those that might hurt them to get to her. It had happened before...

“You're very protective of them,” Midnight went on. “So much so that you're not even willing to risk their safety on possibly dangerous infiltration missions. I'm sure there are many of your changelings that would have been more than capable of infiltrating our camp as you have, but just like in Canterlot, you risked yourself instead.”

“You wouldn't dare threaten a mother's children to get to her!” Chrysalis growled angrily.

“Of course not,” Midnight told her calmly. “I'm not the monster I use to be.”

She glared at the young alicorn for several tense moments. Finally Midnight smiled. It wasn't a threatening smile, or a smile of superiority; it was... comforting.

“Chrysalis, your mistake in this world has always been your unwillingness to accept others as equals, as allies.”

That wasn't true, she had tried to live among ponies more than once. She remembered well the looks of revulsion and fear that had followed her wherever she'd gone. The hunts through the wild, the running, the hiding... foals lost...

She snorted at Midnight's ignorance. “I am no fool, Midnight Star. I know that my kind are dependent on ponies or other races for our survival. Don't assume that I have not tried to coexist with them before.”

“But you never tried in Equestria,” Midnight said with a sigh. “Did you ever consider coming to Celestia and explaining what your changelings need? Asking her for help? Or were you just too proud?”

She laughed bitterly. “You Equestrian ponies believe your precious princesses to be perfectly understanding and benevolent leaders that can do no wrong.”

To her surprise the young alicorn laughed at that. “You forget, I grew up with a princess. I've had far more experience with the royal sisters than anypony else my age. I know they're not perfect.”

She threw up a hoof dismissively. “Even if Celestia allowed us to live in Equestria, that doesn't mean the ponies would accept us.”

“You're so certain that nopony will give you a chance that you aren't even willing to try.”

“Look at me!” She exclaimed angrily stomping with one hoof. “Do you really think anypony would ever see anything but a monster?”

“I don't,” Midnight said simply eliciting a glare from her.

“Don't think you're going to win me over through flattery.”

Midnight looked at her consideringly for several long moments before she spoke again. “Chrysalis, I'm going to make you an offer, and I hope you take it. Whether you do or not however, I stand by my word; you're free to leave whenever you wish. But please, at least hear me out.”

She narrowed her eyes. “I'm listening.”

“I've told you where we stand. There is a very real chance that Equestria will lose this battle and with most of our forces here, there will be almost nothing to stop them from marching across all of Equestria. And you know probably better than I do that there's no love in the Frozen Empire. Our primary disadvantage is in magic which is one area your changelings could certainly help.

“So my offer is this: If you will join us as allies, and fight alongside us in this battle, then I will personally act as your advocate in Equestria. I will speak on your behalf before Celestia and Luna to negotiate peace between our people, and I will continue to strive toward lasting peace for as long as it may take.”

“I know it will take some time, perhaps even generations, but...” She looked up at Chrysalis and there was no denying the sincerity of her words. “If you help us win this battle, then I will do everything in my power to ensure a better future for changeling and Pony alike.”


Midnight waited in silence watching Chrysalis, waiting for her to respond. She knew that Shining Armor didn't like her offer by the way he kept glancing at her as if to ask 'what are you thinking'; but he kept his peace. He likely didn't believe Chrysalis would take the offer anyway and he could continue hating her. Midnight didn't blame him for the animosity he felt toward the changelings and especially Chrysalis. For him, it was a far more personal matter than anypony else, especially if what Chrysalis had taunted him with was true.

Chrysalis on the other hoof seemed to be struggling with herself. She hid it well, but Midnight could tell that the Changeling Queen was seriously considering her offer.

“You want me to risk my changelings, my children, for the livelihood of Equestria?” She demanded finally.

She shook her head. “Not just our livelihood, but yours as well. I want you to fight for a united and stable future for all of us.”

“This isn't like Canterlot, there I knew you ponies would avoid killing at all costs...”

“I know. It is quite likely that if you join us, some of your changelings will be lost in battle. But they would die fighting for a better future for all changelings. Don't you think that's something worth fighting for?”

Chrysalis continued to stare at her a moment more, her expression unreadable save for her eyes. Her eyes held a look as if she had glimpsed the possibility of a dream she'd never thought could be reality. Midnight knew her answer even before she spoke

“Alright. We'll join you. We will fight for a better future.” Chrysalis said finally standing tall.

Midnight smiled. “Excellent...”

“Midnight! You're just going to trust her?” Shining Armor objected glaring at Chrysalis.

“She has given me no reason to doubt her,” Midnight said calmly.

“She's a changeling! Her entire life is lies! How do we know they won't turn on us during the battle or right after!”

“I give you my word; I will honor this agreement,” Chrysalis said glaring at Shining Armor with narrowed eyes.

“The word of a changeling.” Shining snorted. “What value does it hold? You live your entire lives in lies!”

“Captain Shining Armor! Restrain yourself!” Midnight shouted causing him to fall silent, glaring at him until he remembered who was in charge.

“I'm sorry, general, it won't happen again.” He said contritely.

“I understand your concern, captain, but I have one very important piece of evidence that leads me to trust Queen Chrysalis,” she told him. “I am just as attuned to magic now as Twilight, which means that I can sense all magic around me. That is how I recognized Chrysalis. One other thing I can sense however is the elements of harmony that exist in everypony and I can sense how strong each is. Your strongest element is loyalty, which is easy to see even without having sensed it. Chrysalis's strongest element on the other hoof is honesty. And it is nearly as strong in her as it is in Applejack.”

Shining's eyes went wide and he looked back and forth between them. “That's impossible,” he breathed. “They live by deception, pretending to be somepony else.”

“It is surprising,” Midnight agreed, “but my senses do not lie.” She then turned back to Chrysalis. “I'm actually curious about that; do you mind explaining?”

She shrugged. “When we take another form we are playing a role, much like an actor in a play. We play the role to the best of our abilities and are always honest as far as we know concerning our role. This follows that when we are in our true form we are always true to ourselves. I do not tolerate dishonesty among my changelings.”

Shining snorted. “You're not a very good actress then. Twilight saw through your act the moment she met you.”

“I didn't have time to learn very much about Princess Mi Amore Cadenza before I took her place. It was a risk, but even so I played the part well enough that neither Celestia, nor yourself suspected anything,” she reminded him contemptuously. “Your little sister did see through my act, but I was, however, honestly behaving how I believed your Princess would behave. Also, if you'll recall, I never said that I was Princess Mi Amore Cadenza, I merely stated that others should call me as such, which was appropriate for the role.”

Shining glared at her, clearly angry that she called pretending to be his then fiance nothing more than a role to play.

Midnight on the other hoof looked at her thoughtfully. “Interesting, then you always play the role to the best of your abilities and while you may introduce yourself as the name of the pony who's role you are playing, you'll never outright state that their name is yours?”

“That is correct.”

“And when your in your true form, such as now, you never lie?”

“Yes,” Chrysalis said with a nod.

Midnight smiled. “That is most interesting, but I suppose we can speak more about such things later. We have more important things to discuss. I'm assuming that you have a fair number of your changelings nearby?”

She nodded. “A force of my army a thousand strong is within half a day's flight from here.”

Midnight nodded. “Good, now we have three days before the Frozen Empire arrives. So we'll have some time to make plans concerning your role in the battle. I believe your changeling's ability to fly as well as use magic will be a great help against the windigos.”

She winced. “Windigos, such vile creatures. I've always hated those things.”

“They're kind of your opposites aren't they. You gain strength from love, they feed off of hate.”

“In a way, yes. What weakens them strengthens us. But both sides will have an army feeding them power.” She shook her head. “I don't know what we can do to harm them however.”

“It is a problem,” Midnight agreed. “Anyway, we can discuss it more later, for now, you'd best go and bring your army to join us. I will spread word that you will be fighting alongside us so that nopony panics when you arrive. I know that there will be some that will be uncomfortable having your army so close, but if anypony causes you any trouble, just tell me and I will make sure they are disciplined according to their actions.”

Chrysalis nodded. “Agreed, and I will make sure my changelings don't cause any trouble as well.”

Midnight smiled as she stood, walking around her desk to the Queen and held out her hoof. “I'm glad you accepted my offer. I hope that neither of us regret it.”

She hesitated just a moment then took her hoof and shook it. “I hope not as well.”

With the deal sealed, Midnight released the sound barrier spell. “Well let's get you on your way.” Midnight said and led the way outside where nearly her entire guard was waiting. They all tensed visibly when Chrysalis stepped out of the tent at Midnight's side.

“Queen Chrysalis has agreed to join our cause. She and her changelings will be fighting alongside us in the battle to come in the interest of lasting peace,” Midnight told them all. “She is free to move about the camp as she wishes and should be treated with dignity and respect deserving of her station. Any request she makes should be brought to me immediately and you are to allow her to pass without question should she need to speak with me. Is that understood?”

The surprise on their faces was evident and a few of them kept casting nervous glances at Chrysalis, but in the end they all saluted. “Yes, general.”

“Good, now alert the captains, I need to inform them of everything that has happened and the arrangements I've made,” Midnight said then turned to Chrysalis.

“Thank you for taking my offer,” she said with a smile. “I guess I'll see you when you get back.”

She nodded. “You keep your end of the deal and I will keep mine,” she said, then without another word she took off into the evening sky heading northeast.

“I hope you know what you're doing,” Shining Armor said stepping up alongside Midnight.

Midnight smiled. “I'm seeking the brightest future for all,” she said simply as they watched their new ally disappear into the distance.

Chapter 15: Impending Battle

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Midnight Star: The Frozen Empire
By Nebula Star

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“That will be acceptable,” Chrysalis said dully.

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

She nodded turning to go.

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

“What is it?” She demanded sounding annoyed.

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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


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

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

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

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

“Anything I need to be aware of?”

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

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

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

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

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

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

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

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

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

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

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

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

“About ten minutes at most.”

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

She had wings.

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

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

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

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

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

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

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

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

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


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

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

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

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

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

She nodded. “Of course.”

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

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

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

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

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

“Your memories?”

“From before.”

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

Then Celestia understood. “You mean...”

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

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

It was a far better reaction than she had expected.

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

Celestia slowly smiled. “That makes sense.”

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

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

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

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

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

She slowly smiled. “Thanks, princess.”

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

“I'm not going to be a princess!”

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

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

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

Midnight blushed. “Sorry.”

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

She sighed. “Alright...”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“And why should I not?”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“What question?”

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

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


Celestia was clearly surprised. “What?”

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

“You're lying.”

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

“You live your entire life in lies!”

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

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

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

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

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

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

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

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

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

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

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

“Love,” Celestia provided.

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

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

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

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

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

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

“It may have been!”

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

“So you tried to enslave us?!”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Midnight blushed. “Sorry.”

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

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

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

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

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

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


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

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

Midnight sat back down. “Like what?

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

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

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

She nodded.

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

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

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

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

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

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

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

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

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

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

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

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

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

“It does?” Midnight asked surprised.

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

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

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

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

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


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

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


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

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

Midnight smiled. “No, just unexpected.”

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

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

“You mean that, don't you.”

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

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

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

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

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

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

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

Chapter 16: Spirits of Ice and Hatred

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Midnight Star: The Frozen Empire
By Nebula Star

Part 3: Equestria at War
Chapter 16: Spirits of Ice and Hatred

Celestia looked out over the battlefield as the storm clouds drew ever closer. It wouldn't be long now. She and Luna stood side by side in full battle armor. Not the simple regalia they normally wore, nor was it the more decorative armor such as Luna had worn when she was Nightmare Moon. This was heavy plate armor, made for battle and intimidation.

They had sent an emissary with a guard into the blizzard in the hopes of discussing peace, but they had been attacked by windigos long before they'd reached the army of the Frozen Empire to negotiate. Not that Celestia had expected otherwise, but she had felt that they had to at least try.

The Pegasi were arrayed all around the princesses on the high ridge opposite the changelings. Celestia glanced across the pass to the other ridge and felt a shiver run down her spine. She was willing to give them a chance, but she definitely did not trust the changelings, least of all their queen. It was good that Midnight wished to be forgiving, just as she had been forgiven. But they had known her to be insane and she had been cleansed by the elements of harmony; two mitigating factors that Chrysalis did not have in her favor. Midnight did seem to think she had had good reason for what she'd done, but whatever those reasons were, Chrysalis wanted them kept secret.

Looking back toward the battlefield she saw the leading edge of the blizzard was just about to reach their lines. It was time to prepare their defense. Already a few snowflakes were drifting into the pass on an unnaturally cold breeze.

Lifting her head skywards she cast the imitation of the fire of friendship spell. As she had told Midnight, it wasn't as strong as the original, and would only burn for a day or two at most, but as far as appearances went, it was exactly the same. Signaled by her spell, those Unicorns that had managed to learn the spell cast their own. Soon nearly two dozen hearts of pink flame rose above the army spread evenly throughout the lines.

A cheer rose through the ranks at the display of magic, but it did little to lift Celestia's spirits. She had worked so hard to avoid another war, and she'd done well. Equestria hadn't seen this kind of battle in centuries. Even the battle with the changelings in Canterlot could hardly be called as such.

Well they started this war, she thought angrily. I suppose I'll just have to show them why the griffon empire still hasn't recovered from the war they started.


Luna was tense. There had only been one war which she had been involved in before she had fallen to Nightmare. She knew Celestia had fought in several wars during her thousand year banishment, but she had to wonder if her sister had ever seen a battle so mismatched. She knew all too well how helpless Pegasi and Earth Ponies could be before magic wielders.

Midnight's enchantments would hopefully make the difference. They truly were incredible, Luna had to admit. She wouldn't mind learning the technique herself when they had time, but that would have to wait.

She looked across the pass to the opposite ridge spotting Midnight and Chrysalis standing at the forefront much like her and Celestia. They appeared to be talking.

Truthfully she agreed with Midnight that the Changelings should be given a second chance if they were willing to take it. After sensing for herself the strength of the element of honesty in the Changeling queen, she had already been inclined to trust them. But then she'd seen something, a glimmer of regret that the mask that Chrysalis hid behind couldn't quite hide.

She'd become quite adept at seeing past such masks in the past fifteen years. Celestia hid behind masks as well. It had taken Luna almost a year to realize it, and a few years more to get her sister to drop the masks when they were alone.

Luna managed to smile as she remembered the night when she'd finally gotten through and Celestia had broken down; begging her for forgiveness. She had been stunned at the time to discover that deep down, Celestia blamed herself more than she blamed Luna for her becoming Nightmare Moon. Since then she'd assured Celestia often that there was nothing to forgive, it had been her choices that had created the nightmare and there was little Celestia could have done differently.

She had since realized that all rulers, and most nobles for that matter, wore masks for the public eye. Even she had learned to separate herself from that mask, and in private or with friends she was a different pony than what most of Equestria saw.

Chrysalis however, her entire way of life had depended on her masks for so long that she had learned many different masks that she could switch between at will. She survived by playing whatever part was needed at the time. For her mask to crack, even for a moment, was evidence of some strong emotions that she was struggling to hide. To Luna it was clear that Chrysalis truly regretted attacking Canterlot even if she did have good reasons for making that choice as she claimed.

A shadow passed over the ridge as the leading edge of the storm reached them. Even as it did however the clouds began to break up; the fires of friendship were working, dispelling the Windigo magic even as it reached them.

“Luna, you have command of the Pegasi, I will command our ground forces,” Celestia said suddenly.

Luna looked at her surprised. “Are you certain?”

She nodded. “Most of this battle will be fought on the ground, so that is where I should be.”

Luna nodded. “Very well then.”

Celestia gave her one last nod then leaped off the ledge gliding down to the command center where most the unicorn and earth pony captains were gathered.

Luna looked up into the storm again. Only the very edge had reached them so far, but when the main bulk of the storm reached their defenses and began to break up, she was certain the Frozen Empire would try to catch them off-guard and attack before their army was completely revealed. They would have to be ready.

“Captains!” She called turning back toward them to begin giving them their orders. She may not be a war strategist, but the fact that they were still traveling in the midst of a blizzard made it clear to her that the Frozen Empire wanted the element of surprise. Most of the battle may indeed be fought on the ground, but Luna had a feeling that the first attack would come from the air.


“Well I was getting tired of the heat,” Lightning commented from where she was hovering alongside Rainbow with the rest of the Wonderbolts spread out to either side of them. They were positioned a little above and behind the rest of the pegasi. Being by far the swiftest pegasi of the guard, they had been tasked with assisting the rest of the lines wherever they were needed. The storm clouds were continuing to break up as they reached the Equestrian lines, but even so an icy wind was blowing and snowflakes drifted down around them.

“Yeah, I think we'll be glad for the colder temperature once the fighting starts,” Rainbow told her, though she couldn't honestly say she was enjoying having her wingtips half frozen. “At least the Princess's spell is working. Otherwise we'd be trying to fight in that crazy blizzard.”

“That would not have ended well,” Lightning agreed. “So Princess Luna thinks that the windigos will attack first?”

Rainbow nodded. “She thinks they'll send in the windigos for a surprise attack to soften us up before the rest of the army arrives.”

“I guess we'll just have to show them we're not that soft.”

“Yeah. We'll teach them not to mess with Equestria,” Rainbow agreed. She just hoped they could actually hurt the windigos with physical weapons. The pegasi didn't have anything else. If their weapons proved ineffective it would likely be up to the changelings to hold back the windigos since they at least had magic, even if their magic wasn't very strong.

Rainbow looked over at the changeling's who had formed lines on the other side of the pass and shivered slightly, not from the cold. Rainbow wasn't quite sure what had possessed Midnight to ally with the changelings. Even now she was over on the ridge standing alongside the changeling queen. True Midnight could likely take on Chrysalis and a good portion of the changeling army by herself, but Rainbow was still worried that Midnight was putting her trust in the wrong places.

It had been decided that it would be for the best if the changelings weren't mixed in with the rest of the forces as being in close proximity would likely be distracting for many of the Equestrian forces. As a result they were responsible for their side of the pass and the pegasi for the other. At the same time however, the changelings could assist anywhere if Midnight or the princesses deemed it necessary. Hopefully they wouldn't have to resort to that; Rainbow wasn't sure if she could stand fighting alongside changelings.

“Hey, captain?”

Rainbow looked over at Lightning hovering in formation next to her. “Yeah?”

“I never really thanked you...” Lightning said in a surprisingly somber tone for her.

“What for?” Rainbow asked curiously.

“For all you've done for me, for getting me a second chance.”

Rainbow smiled. “Well, to be honest, Spitfire didn't take much convincing. She was already considering giving you a second chance. I think she kind of blamed herself for not paying enough attention and not telling you to reign it back a bit.”

She shrugged. “Even so, you stood up for me even after I put your friends in danger. Because of that I was able to succeed at my dream, so thanks.”

Rainbow flitted over to her and gave her a friendly tap on the shoulder. “Hey, I was glad to do it, so don't get all sentimental on me.”

Lightning smiled. “Not really like me, huh...”

Rainbow shrugged. “Well, we're not exactly in our element here.”

“Yeah,” She agreed then grinned. “But we'll teach them not to mess with Equestria, right, Captain?”

“You got that right!”


Wind saw Sky glance down at the lower ridge out of the corner of his eye for the seventh time since the first ranks of Pegasi had taken up positions. Being civilians, they were still on the ridge awaiting the battle. He smiled slightly at the worried look on Sky's face as she looked one more time down toward the lower ridge where the siege weapons were set up. It was easy enough for him to guess what, or rather who she was looking at.

“You know, Sky, you're not fooling anypony but yourself,” he told her, still smiling.

She looked at him sharply. “What do you mean?”

“Everypony knows how you feel about Copper, you might as well admit it.”

“I don't... I, I don't like... He's not...” She stammered. “I don't like him!”

He grinned. “I never said you did like him, I just said everypony knows how you feel about him.”

She blushed furiously. “I...” She started only to be cut off when her brother put his wing around her.

“It's okay Sky. To tell you the truth, we've all been hoping you'd realize it yourself, but as your brother, I'm more than willing to help you out.”

“Realize what?” She demanded, her eyes narrowing.

“That you're crazy about him,” Wind told her giving her a squeeze. “You're the only one that doesn't seem to see it.”

“I'm not!” She exclaimed though she didn't sound entirely sure.

“See, you're the only one who doesn't realize it,” He told her. “But if you really don't care about him, then why do you keep looking down at him every couple seconds. I can see the worry in your eyes.”

“Well... well he's still a friend. Just a friend...” She said weakly.

He gave her a look as if to say 'do you really believe that?' “Sky, the sooner you admit to yourself how crazy you are about him, the happier you'll be. You already can't stop thinking about him.”

“But... I...” She trailed off and then looked down at the lower ridge again, her eyes quickly locating Copper and Wind saw it was as if she was seeing him for the first time. “I'm such a foolish filly.”

He laughed. “You've got that right. He's crazy about you too you know.”

“He is?”

Wind laughed. “Yeah, he's just been waiting for you to come around. When this is all over, you should tell him how you feel.”

She looked down at him one more time. “I hope that I'll be able to...”

“Hey, we're going to be in more danger than he will.”

“Still.” She sighed and looked up at the blizzard that was continuing to break up as it reached the equestrian lines. “I hope we all get through this.”

Wind nodded in agreement. “So do I.”


Midnight paced impatiently along the ridge, glaring at the storm cloud as she did.

“You should learn patience, Midnight Star.” Chrysalis said standing calmly a few paces behind her. “This is a war, you shouldn't be so eager for it to begin.”

Midnight sighed. “I've never had to wait for a battle to start before. I was always the one that started it...”

“Well they're getting close now, so it won't be too much longer.”

Midnight looked at her sharply. “You can sense them?”

She nodded. “The aura of their hatred is easily detected even if their magic is not.”

“Why didn't you say something!?”

Chrysalis rolled her eyes. “I didn't need to,” she said and gestured toward the pegasi already in defensive positions over the canyon opposite her own changelings. “The princesses have already prepared their defense.”

“Well, can you tell how long it will be?”

“Not long,” she said looking toward the storm. “I think the windigos may be gathering. They'll probably be the first to attack.

“Do you think you could give us a warning when they're about to attack?” Midnight asked.

She thought about it a moment. “Probably. I won't make any promises, but if I can I will.”

Midnight nodded, opening her wings. “That's better than nothing. Let me tell the Princesses. When you think they're about to attack, use a basic flare spell to signal.”


Midnight leaped off of the ridge then, taking wing and quickly crossing the canyon to where Luna stood. She'd seen Celestia join the ground forces some time before.

“Midnight, why have you abandoned your post?” Luna asked as Midnight landed.

“Chrysalis thinks she might be able to sense when they're about to attack,” Midnight explained. “If she does, she's going to send up a flare in warning.”

“I see, very well then, we will watch for it.”

“She said no promises though, so keep everypony alert.”

Luna nodded. “Of course.”

“In any case, it's going to be soon, she thinks the windigos are gathering.”

“Yes, I suspect they will be first,” Luna said looking toward the storm. “Warn Celestia, then return to your post, General Midnight.”

Midnight gave her a quick salute and quickly dove off the ledge to deliver the warning to Celestia.


The warning barely came before the attack. Chrysalis's flare went up, and then it was like the storm cloud exploded as hundreds of ghostly equine forms erupted from its depths. The pegasi had their weapons drawn as they prepared to fight, while the Changelings began casting their spells immediately.

Rainbow and the Wonderbolts watched from their position as the windigos reached the first ranks of the pegasi defenders. Almost immediately it became clear that the pegasi were in trouble. The windigos tore through the lines; several pegasi screamed in pain, a few began to plummet toward the ground below. Some were caught by their wingponies, but some weren't so lucky.

Rainbow saw one part of the line failing and imediately responded, leading the Wonderbolts to reinforce the line, drawing her sword as she did. Swift as they were, they managed to catch the windigos off guard. Half the team went strait in for the attack, while the other half tried to defend those who had already been injured.

Picking one of the spirit beast out of the group, Rainbow dove in for the attack, Lightning right by her side. They struck together, their swords slashing through either side of the windigo.

The windigo howled in pain as they continued past. Rainbow glanced over her shoulder with a smirk to see the damage they'd done. Her smirk turned to wide eyed horror as she saw the windigos ghostly flesh flow back together as if it hadn't been nearly sliced in half.

Looking around, she saw the same thing repeating again and again. The pegasi's weapons weren't causing any lasting damage.

“Well that's not good...” Lightning said having seen as well.

“Let's make another pass, aim for the necks this time!” Rainbow shouted to the other wonderbolts as they swept back around, coming at the windigos from below. Rainbow and Lightning struck together again, their swords nearly crossed as they passed through the windigos neck. They both heard the howl of pain and Rainbow looked back to see if it had worked.

The windigos neck was practically severed, the wounds appearing almost like disturbed smoke. Then as Rainbow watched the wounds flowed back together again and solidified, completely healed.

“Our weapons aren't doing anything to them! It's like they don't even feal it!” Lightning exclaimed.

Rainbow shook her head in disbelief. “No, they feel it. It's just not leaving any lasting damage!”

“Either way we're bucked!”

As if to emphasize Lightning's exclamation, a group of Windigos suddenly swept up toward them.

“We've got incoming!” Rainbow shouted, turning back toward the main bulk of the pegasi; the rest of the Wonderbolts following. Then there was a flash of green light from the side and suddenly a dozen changeling were there, directly in their path, their horns glowing with magic.


“The pegasi's weapons aren't causing any lasting damage,” Chrysalis told Midnight as they watched from the ridge.

“I was afraid of that.” Even as she watched two more pegasi fell injured. Luckily they were caught by magic before they crashed into the lines below. “What about your changelings?”

“Certain spells seem to be more effective. They don't seem to like our love fueled magic.”

“Do you think your changelings could hold against the windigos?”

She shook her head. “Not by ourselves. Magic seems more effective, but my changelings are still struggling to take them down. They've gotten three or four windigos to retreat, that's all.”

Midnight watched a moment more trying desperately to think of something that could work against the spirit beasts. Then she looked down at the fires of friendship that the unicorns had cast. The fire of friendship spell was able to drive them away in ancient times. They live off of hate, and positive emotions like love and friendship seem to be all that really hurts them. Wish I knew a spell that could turn emotions into a weapon.

Suddenly her eyes widened. She did know a spell! Sombra's spell to create crystals of fear and hatred. Fear and hatred would only strengthen the Windigos, but if they could be condensed into a crystal form, then couldn't the same be done with other emotions? Midnight didn't hesitate.

Holding up a hoof, she began to cast the spell. As she did she concentrated on it, really paying attention to the casting and drawing on the love and hope emanating from the equestrian forces instead of the fear and hatred she'd always used in the past. Before long a crystal formed in her hoof. She looked down at it, seeing the bright translucent gem that seemed to shimmer with a rainbow of colors as it caught the light. Midnight smiled. She could feel the love and hope within the crystal.

Satisfied it would work she cast the spell again, this time drawing in considerably more of the positive emotions and focusing on shaping the crystal into a simple sword. When she was done she levitated the sword to her side and turned to the changeling queen.

“Chrysalis, I think I have something that could help the pegasi, but I need to make sure. Could your changelings hold them for a few minutes?”

Chrysalis eyed the crystal sword at Midnight's side curiously. “We could hold them for a time but not forever. Don't take long.”

Midnight nodded. “Send some changelings to take over the pegasi lines then, I'll make this as quick as I can.” With that she leaped off of the ridge once more, taking flight and quickly climbing toward the battle lines, bringing her new sword forward to a ready position as she did.

Occupied as they were with the changelings on this side of the canyon, the windigos didn't see Midnight coming. She struck the first she passed across its exposed belly. She felt hardly any resistance on the sword and for an instant she worried that it wasn't any more effective than the steel weapons. Then the windigo howled.

It was a howl that echoed all through the canyon and caused nearly everypony to stop and look as the windigo exploded into a cloud of mist and quickly retreat back toward the storm. Midnight grinned to herself. He didn't like that! She thought then dove toward another Windigo. It saw her coming but wasn't able to escape. Her sword sliced through it's side and like the first, it howled in excruciating pain as its body exploded into a misty cloud, retreating toward the storm as the other one had.

Perfect! Midnight thought with a satisfied grin and quickly made her way to the pegasi lines. Already changelings were taking up positions to hold the lines. “Pegasi of Equestria, fall back to the ridge!” She shouted as she flew along just behind the lines. “Fall back to the ridge!”

Many of the pegasi looked conflicted at first; seeming unwilling to leave their defense to the changelings. But then Rainbow Dash led the Wonderbolts to follow Midnight down to the ridge.

“I trust you have a reason for calling off the pegasi?” Luna asked, clearly wanting an explanation. “Do the changelings think they can fight off the windigos on their own?”

Midnight shook her head as she heard the pegasi landing nearby. “No, they're just holding them for a moment so I can rearm the pegasi. The physical weapons aren't working.”

“I had noticed, unfortunately they're staying to high to be in range of our unicorns,” Luna told her. “The pegasi are our only defense against them.”

“I know, that's why I'm going to make them weapons that will work,” Midnight said then turned toward the pegasi that had all landed by then. Setting her sword in the ground so she could focus. Midnight cast her spell again but on a much larger scale, focusing to give the crystals the shapes she desired. The ground in front of her suddenly erupted with dozens of shimmering crystal swords and spears. They were simple; the swords little more than long flat crystals with sharpened edges, and the spears just a long crystal with a sharpened triangle at the tip, but they would do.

Breathing deeply from the strain of creating so many crystal weapons at once, Midnight gestured toward them. “Use these, they will be more effective against the windigos.”

Rainbow was the first to draw one of the swords with her levitation headband. “What are these crystals made of?” Midnight knew that she was one of the few there that had seen her create crystals of fear and hatred on the night she'd tried to take over Equestria. But while Rainbow seemed to recognize the spell, she could tell that there was something different about these crystals.

Midnight grinned. “They're crystallized love and hope. But they're pure pain to the windigos.”

Rainbow grinned then as well. “Sounds good to me,” She said and gestured for her Wonderbolts to arm themselves.

“Everypony, grab a weapon,” Midnight called to the rest of the pegasi. “Keep your normal weapons with you though; I don't know how well these will hold up under normal fighting conditions.”

“Gotcha,” Rainbow said with a nod, then she and her Wonderbolts took to the air again to get out of the way while the rest of the pegasi armed themselves with the crystal weapons. Midnight waited to make sure she'd made enough.

Once she was certain all the pegasi currently fighting were armed with crystallized love, she looked up at the waiting pegasi.

“Now, reform the lines and relieve the changelings!” She shouted. Almost as one the pegasi saluted then flew to rejoin the fighting above.

Midnight turned to Luna then. “Sorry to interfere.”

She waved her hoof in a dismissive gesture. “You needn't worry, Midnight. I didn't object to leaving you in place as general for a reason.”

Midnight smile in thanks. “Here...” She said and cast her spell once more, creating two crystal swords just in front of Luna. “Just in case any windigos get through; I know you prefer fighting with dual blades.”

Luna smiled and nodded. “Hopefully I won't need them.”

“Hopefully,” Midnight agreed with a nod, then gave her a quick salute before taking off and heading back across the canyon to where Chrysalis waited.

“You're solution seems to be working,” she said as Midnight landed, gesturing to where the pegasi had rejoined the battle. Already several windigos had been wounded and forced to retreat with unearthly howls of pain.

Midnight looked up at the battle and smiled as it seemed to be going far more in their favor.

“What are those weapons made of?” Chrysalis asked. “They're far more effective than even my changelings' magic.”

“They're crystallized love and hope,” Midnight told her still watching the battle.

“You can crystallize emotions!?”

“It's a spell I actually learned from Sombra...”

“Sombra!?” Chrysalis exclaimed.

Midnight nodded. “Yes. His spell used fear and hatred. I just modified it to use love and hope.”

“But when did you meet Sombra? You didn't appear until after his defeat.”

“He showed up again with the crystal empire in my world as well,” Midnight told her and smiled. “He actually wanted me to be his submissive queen...”

Chrysalis looked at her a moment. “I take it you didn't take kindly to that.”

Midnight smirked, that was one stallion she felt no guilt in killing. “I showed him how 'submissive' I was.”

Chrysalis shook her head and decided to get back to the original topic. “But those crystal weapons, can you make more?”

Midnight nodded and looked over at her. “Are you changelings trained with physical weapons?”

“Of course.”

“Alright, might as well let them save their magic then,” Midnight said. As she had done for the pegasi, she cast the spell again, creating dozens of crystal weapons at once, both simple swords and spears. When she was done she looked up breathing deeply again. “Call down a few at a time to arm themselves.”

Chrysalis nodded then looked up toward where her changelings were contending with the windigos. Soon a small group broke off from the rest. Midnight glanced at Chrysalis wondering when and how she'd given them orders, but decided she'd worry about it later; for now she needed to focus on the battle.


Rainbow couldn't help but grin in satisfaction as her crystal sword passed through another windigo, causing it to howl in agony as she sped past into the sky. Lightning soon joined her having dispatched another windigo herself. It only took a single slash with the crystal weapons to send the spirits of ice and hatred running.

“Ready for another pass?” Rainbow asked as she scanned the battle below. Even some of the changelings were wielding the crystal weapons, she saw from the high altitude.

“You bet I am!” Lightning shouted over the cold wind. “Let's keep moving so my wings don't freeze!”

The weather had turned colder and snow was continuing to drift down past them as the battle continued. Most of the pegasi of the guard were keeping the windigos occupied while the wonderbolts and a few other more agile pegasi were picking them off with swift sudden strikes both from above and below. It was working well, and the windigos numbers were steadily decreasing.

It was clear that the windigos had not expected such resistance; they likely hadn't believe the pegasi could harm them. Rainbow grinned bringing her sword around to a ready position as the rest of the wonderbolts joined them in formation, then signaled another strike.

They all knew what to do. They picked their targets, keeping track of each other as well so they wouldn't cross paths. Then, they would strike.

Rainbow picked out a small group of windigos that were charging the pegasi lines below. She aimed for the leader and Lightning for the first windigo to the right. Wind rushed past as they folded their wings back, letting gravity accelerate them. They brought their swords forward ready to strike. Then the lead windigo looked up.

Rainbow knew it saw them but she also knew it was too late for the windigo. It opened its mouth and let out a terrifying whinny like nothing Rainbow had ever heard and a wave of white mist erupted from its throat. Rainbow snapped her wings open attempting to evade the wave but wasn't able to avoid it completely. The strange mist washed over her right wing and she let out a yelp as her wing was enveloped in such cold that it was painful. Then that wing stopped working.

The windigo was close. With a snarl, Rainbow lashed out with her crystal sword, taking instant revenge on the windigo as the blade sliced through its side. Then she continued to fall.

Icy pain still filling her wing, Rainbow looked to see what the mist had done to her. It wasn't good. The wing seemed intact, but the entire thing was encased in a shell of ice and was quickly going numb from the cold. She was still falling. The ground seemed awfully close all the sudden.

Spiraling out of control she tried desperately to flex her wing, to break it free of the ice. For a moment she considered using her sword, but if she were to hit too hard, the weapon could easily do her more harm than good. She didn't have much choice though, she'd have to use the flat of the blade and hope she didn't hurt herself.

Before she could however, Lightning was suddenly at her side. Wrapping one foreleg around Rainbow's shoulders to steady her, she gave the ice three quick hits with her other fore-hoof. The ice shattered and Rainbow flexed her wing quickly, shaking off the rest. Then she snapped her wings open again, pulling out of the dive only a few seconds from slamming into the ground.

“Thanks, Lightning,” Rainbow said, sincerely relieved as they fell back to regroup with the rest of the Wonderbolts.

“You alright captain!?” One of them called as they fell into formation.

“My wing is feels like a popsicle and is probably bruised, but otherwise I'm fine. They seem to be catching on though, so watch yourselves. Don't get hit by their frost breath. Stay alert and stay close to your wing-ponies,” Rainbow told them as they circled around for another pass. “We still have them outclassed in speed and agility, but don't get careless.”


Midnight watched, her wings twitching, as the battle against the windigos continued. So far there had been no sign of the frozen empire unicorns and Midnight was beginning to worry that they had something big planned. Though the storm was breaking up as it reached the equestrian lines, the open flat-lands at the base of the pass were still completely enshrouded in heavy snowfall.

It was growing colder.

Midnight itched to join the battle, to fight. She'd seen several pegasi fall and she wanted nothing more than to punish the windigos for hurting them. She didn't want to see more ponies die, she'd seen too many die in her younger years. But she knew she had responsibilities; though Celestia and Luna were leading the battle, they were counting on her to help coordinate with the changelings.

“They're retreating!” Chrysalis announced suddenly and Midnight looked up to see that indeed, the windigos had broken off their attack against the pegasi and were fleeing back into the storm. A cheer erupted through the pegasi as they watched the spirit beasts disappear back into the blizzard.

Midnight didn't join the cheer. She'd was listening to something else. A sound coming from the depths of the storm. There was something there. It was faint, but definitely there. The sound of thousands of marching hooves.

Midnight watched as the sound grew louder. Soon the rest of the army fell silent as they heard the sound as well. Then she saw them, a faint line of shadows in the edge of the storm stretching from one side of the flat-lands to the other.

“Now the real battle begins.” Chrysalis said softly.

Chapter 17: Vicious Magic

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Midnight Star: The Frozen Empire
By Nebula Star

Part 3: Equestria at War
Chapter 17: Vicious Magic

Celestia watched as the lines of unicorns seemed to materialize out of the depths of the blizzard. So, they've finally chosen to show themselves. It is about to begin then.

“Captain Shining Armor,” she said turning to the captains nearby.

Shining Armor stepped forward. “Yes, Princess Celestia?”

“Let's see if we can discourage them from going through with this battle. Put a force field around our lines.”

He nodded. “As you wish, princess,” he said then stepped out into the open area in front of the command tent. Taking a moment to focus, his horn glowed brightly then he lifted his head so his horn was pointed strait upwards and cast his spell. The beam of light rose high into the sky before bursting and spreading out into a pink sphere large enough to encompass the entire army.

Celestia nodded satisfied. “Let's just see what they do.”


Midnight smiled as Shining Armor's shield surrounded almost the entire pass and all of Equestria's defensive lines. Shining Armor's shield could protect an entire city. Covering a far smaller area here, it would be even stronger.


Midnight looked back to see Chrysalis shaking her head. “What do you mean?”

“You may want to brace yourself,” she said in answer, spreading her stance and lowering her head. Midnight glanced back at the Frozen empire's army still visible even through the shield. Wondering what Chrysalis thought was going to happen, she decided to be safe and do the same as the changeling queen. What does she think they're going to do? A moment later she got her answer.

Light suddenly erupted all along the enemy lines, thousands of horns bursting to life. Then all at once they cast their spells. Magic arced toward the shield like a solid sheet of light. Midnight watched as it impacted the shield. For a brief moment it seemed the shield would hold. Then like lightning, cracks spider-webbed through the entire sphere and it shattered with a sound like breaking glass. Pieces rained down around them and dissolved into nothing as the ground seemed to shake from the magical feedback.

Midnight was glad she'd done as Chrysalis had suggested and braced herself. “I thought Shining's shield would have held longer than that.”

“Force fields like Shining Armor's can continuously repair themselves until the energy used to create it is depleted. There are two ways to get through such shields. You can either carry out a sustained attack to wear the shield down, or you can hit the shield with one powerful attack all at once to overwhelm it's regenerating abilities. Such a burst takes far more energy at one time than a sustained attack, but less in the long run,” Chrysalis explained.

Midnight looked back at her. “But Shining Armor's shield held a lot longer than that against your entire army.”

“It held against a changeling army that was still weak from having moved their hive. We didn't have the strength at the time to break the shield with a burst; that's why we resorted to a sustained physical attack so my changelings could conserve their magic.” She gestured to the approaching army. “They clearly aren't worried about conserving energy.”

“No,” Midnight agreed. “They definitely aren't worried about conserving energy. I hope Celestia isn't underestimating them.”

“Don't worry, she knew very well that the shield wouldn't hold if they attacked it.”

Midnight looked over at her. “Then why did she have Shining Armor cast it at all?”

“On the slim chance that they would be intimidated by the shield.” Chrysalis sighed. “Celestia has always been... reluctant to resort to violence."


From the edge of the high ridge Luna stood steady and watched as the shield collapsed. She hadn't thought for a moment that it would discourage the frozen empire from attacking. She knew her sister well enough however to realize that Celestia would try everything she could think of to avoid fighting before she'd actually raise her hoof against another.

The enemy army was steadily advancing now, their numbers slowly coming into view. Luna didn't pay much attention to them however; she was watching the sky. She was in charge of the pegasi and she knew that the windigos would return when the unicorns started their attack. Their lines had suffered some losses during the first wave, only a couple fatalities thankfully, but at least two dozen pegasi had been grounded with wing injuries. The lines had been reinforced and the pegasi were ready for more.

They'd have to be more careful once the real battle began; if they let the windigos lure them too far over the enemy lines, or too low; then they'd be vulnerable to magical attacks.

“Captain Iron Wing,” Luna said knowing he was nearby. “Make sure our forces know they are to hold their position at all costs. They are not to pursue the windigos over enemy lines.”

“As you command, princess,” he said then turned to pass the order along. Soon several pegasi took off to pass along the order to the front lines.

The unicorns of the frozen empire were nearing Equestria's lines. It wouldn't be long now. Luna watched the sky knowing the windigos would appear again as the unicorns began their attack.


The unicorns of the Frozen Empire began funneling into the pass seeming unafraid that they were at such a disadvantage as far as terrain. They were within range of the siege weapons already but Celestia had not given the order to open fire yet; she would not be the one to strike the first blow.

Glaring as the ice unicorns continued to funnel into the pass, she waited. Their enemy's forces were greater than she had feared. Already thousands had emerged from depths of the storm and more were still appearing from amidst the snow.

“Is there no end to them?” A young lieutenant nearby gasped, her eyes fixed on the approaching army.

Fear. It was already spreading like a plague. Celestia knew she couldn't let it truly take hold. Stepping forward to the edge of the small ridge that they'd made their command post she lit her horn and parted the clouds above so the sun could shine down around her, lighting her like a beacon for all to see.

There was no time for long speeches with the enemy army practically at their doorstep. Casting a spell to project her voice she gave them only the words she knew they needed to hear. “Citizens of Equestria; know that you fight under the protection of the sun and the moon. Though some may fall this day, we shall prevail! For harmony is on our side!”

Cheers echoed through the canyon and Celestia smiled. “Now, prepare for battle!”

The ponies of Equestria turned toward their foes again, with new confidence and prepared themselves to fight for their beloved nation. Earth ponies and pegasi drew their weapons, either with their new magic enchantments or with hoof and mouth. Unicorns lit their horns, either drawing weapons as well or preparing to fight with magic as their weapon. Up on the ridge, the changelings awaited their queen's orders. They all watched and waited for it to begin.

When the first strike came, it came in force. All at once the front lines of the Frozen Empire's forces cast powerful spells. Shields went up along the equestrian lines in an instant as the deadly volley arced through the short distance separating the two armies. Then the lines erupted in light of all colors as the unicorn's spells splashed against the defensive barriers.

Most held; a few did not. The shield of one unicorn in Celestia's view failed and she could do nothing as the spell reached it's target. He didn't even have a chance to scream. The spell hit him in the chest and he was shredded; his body literally torn to pieces as the spell exploded outwards with narrow sheets of light that caught several other ponies in the blast, slicing through them as easily as a hot knife through butter. Luckily most only took glancing hits; painful, but far from fatal wounds. One nearby unicorn, however, lost a foreleg to the spell.

Celestia clenched her teeth in anger seeing the brutality of these ice unicorns. A burst of blades spell! Use of such magic techniques in battle is considered a war crime for good reason! She thought angrily. Well if that's how they want to play, then so be it!



The order echoed through the canyon and was soon answered by the sounds of siege weapons and magic as deadly projectiles filled the air. Soon the entire pass was ringing with the chaotic symphony that was war.

Luna watched from the ridge as the battle began between the lines below for only a moment, then looked to the sky. Any moment now the windigos would return, she was certain of it.

As if summoned by her thoughts, the howling whinnies of hundreds of windigos filled the air as they emerged from the clouds of their storm once more. Pegasi all along the lines readied their weapons while the swifter squadrons began to climb, preparing to employ their earlier hit-and-run tactic against their foes.

It seemed the windigos had learned from the previous engagement however. Instead of closing with the pegasi lines many of them let loose a terrifying howl and waves of white mist erupted from their mouths washing over the pegasi before they could even react. Many, even those with protective enchantments on their armor, found themselves encased in ice and began to fall toward the equestrian lines below. Luna watched in horror, realizing the windigos had been holding back in the first engagement; merely testing their defenses. Now they were out for blood.

The lines nearly shattered as dozen's of pegasi fell at once, their wingponies and other squadron members diving after them to save as many as they could. Too many had been frozen however and many continued to plummet toward the unicorn and earth pony ranks. The ground forces, too distracted by the battle they were waging with the unicorns, were not aware of the danger falling from above. Luna prepared for a grizzly sight.

It never came. There were several green flashes and black figures suddenly appeared diving alongside the falling pegasi. Green aura's appeared slowing and eventually halting their decent and Luna was stunned as she watched dozens of changelings carrying the pegasi to safety with their magic.

What about the lines!? She looked up sharply and was surprised again to see dozens of black forms filling the gaps between the pegasi lines. Not quite as many as the pegasi that had fallen, but enough to hold for now. Luna almost smiled. Perhaps Midnight had made the correct choice after all in accepting the changelings as allies.

“Captain!” She called back over her shoulder. “Send three squadrons to reinforce the lines! And warn them to be ready to evade that mist attack! The new enchantments don't seem to work against the windigos' magic.

He saluted and with a satisfied nod she turned back to the battle. I just hope the changelings can hold the lines long enough for the reinforcements to arrive. She looked up again to check on the lines. She expected to find them struggling against the windigo forces; instead she found the windigos had fallen back.

They seemed to be regathering for another charge. Luna watched confused. Why aren't they pressing their advantage? Are they copying the pegasi's tactics? Or are they trying to lure our lines over the enemy army?

Looking down at the battle below she searched for signs that the unicorns were preparing to launch an attack skyward should the pegasi follow the windigos. They didn't seem to be, but she did notice something else. The unicorns of the Frozen Empire didn't seem to be advancing at all. They were just staying at range, casting spells. It didn't make sense. Sure they could do plenty of damage at range, but they'd never take the defenses like that. And they were already well within range of the siege weapons. So why?

It was as if they weren't even trying... like they were waiting for something.

“Look out!” The shout came from behind Luna, she spun around in time to see a group of twenty or more windigos diving down along the mountainside behind them, each carrying a unicorn on their backs.


Wind heard the shout, he looked up as a howl filled the air all too close. A group of windigos was attacking from behind; they must have flown in close to the mountain, using it for cover. They were each carrying a unicorn and it was clear what their objective was... who they were targeting. Princess Luna.

He didn't hesitate, snapping his wings open he leaped into flight, drawing his crystal sword with magic as he did. Fast as he was, he managed to catch the windigos off-guard and didn't hesitate to slash his sword through two of them as he charged through their formation. The windigos howled in agony as their bodies exploded into mist sending the unicorns tumbling through the air.

He continued past them then swept up and spun around to see that Sky had followed him, using her agility to evade the windigo and unicorns' attacks as she struck down three more of the attackers. Two other pegasi from the civilian squadrons were fighting alongside her while three more put themselves between the attackers and Princess Luna. The princess's royal guard also closed in around her, drawing their weapons and preparing to fight.

Realizing what was happening, many other pegasi finally took wing to defend the princess but it was already too late; the remaining windigos had reached the ridge and the unicorn's riding them jumped down. Firing spells indiscriminately at any pegasi that approached, they charged toward the three standing before the princess not seeming to care about survival or escape. Several pegasi went down in seconds and Wind was certain that the three alone would not be enough to stop these unicorns. Even the princess's royal guard would be hard pressed to stop them as only pegasi were present on the ridge.

He dove after them, aware of Sky and the other airborne defenders following close behind. The remaining windigos weren't about to let the pegasi interfere with their masters however and intercepted them long before they could reach the unicorns.

They had all seen enough of the battle to know what the windigos could do, so when the first opened its mouth, letting loose a terrifying whinny and a wave of icy mist; Wind, Sky and the other two pegasi were ready and evaded the attack with ease. Three of them did anyway, Wind barely got out of the way himself and felt the tip of one of his hind hooves freeze over.

With a grimace at his own lack of agility, he dove at the nearest windigo lashing out with his crystal sword. He hit only air as the windigo changed direction, and suddenly a second was there rushing at him. Wind was forced to dive under the new threat feeling an icy chill along his back as he barely avoided the spirit beast.

The windigos weren't the real threat though. They had to get to the unicorns before they reached the princess. He turned in that direction only to find another windigo in his path. It opened it's mouth and he barely managed for avoid another wave of freezing mist. The windigos were trying to keep them from reaching the unicorns, he realized. A quick look toward the rest of the pegasi showed another group of windigos preventing them from aiding the princess and her guard as well.

Windigos howled in agony nearby as Sky and the other two pegasi with him managed to dispatch more of their number, but there were too many, they wouldn't be able to get past them in time to aid the princess. Wind knew the princesses were powerful, but so did the unicorns of the frozen empire.

As he was forced to evade yet another attack, he could only hope that the three pegasi and Luna's guard would be enough.


Luna created two swords of compressed magic as she saw the unicorns rushing toward her, casting spells to strike down any that tried to stop them. The unicorns were clearly powerful and their spells broke through the enchants on the pegasi's armor. The pegasi and nocturne of her royal guard closed in around her, five in all. Then three other pegasi put themselves in front of the attackers.

Luna grimaced; they were civilians. She knew they wouldn't stand a chance against the trained killers that the unicorns obviously were. The unicorns in the lead cast spells at the three, and the pegasi leaped into action.

Luna's eyes widened in surprise that soon turned to awe as the pegasi not only evaded the spells cast at them, but in an instant they took down three of the opposing unicorns. They moved with such agility and attacked as one with such practiced grace. They were a team, and they'd fought together before; that much was obvious within seconds of them engaging the enemy. They were no ordinary civilians. Their skill was nothing short of amazing. But they were still outnumbered nearly five to one.

Her guard seemed to realize this as well and with a shout from the nocturne captain, they charged in to attack as well. Luna watched as the battle played out before her, wishing she could help them as two of her guard fell. But she was the unicorns' target, and it was clear they didn't plan on escaping with their lives. If she joined the fight they would likely all turn on her at once, ignoring other threats to accomplish their mission. So she held back and watched as another of her guard fell. She knew each of their names, and every death pained her.

Soon half the unicorns laid dead on the battlefield, some taken down by the members of her guard, but most by the three 'civilians'. Then one of the pegasi, a mare with a golden brown coat and a reddish brown mane and tail, was caught in the magic of one of the remaining unicorns. Luna wanted to save her, but even if she could have, she was too far. It was already too late.

There was a flash of green, and Luna expected to see the pegasus mare fall to the ground dead. Instead she saw a black figure with transparent wings had taken the mare's place, held in the magic of a very surprised looking unicorn. There was another green flash and the unicorn was thrown back, a smoking hole in his chest. The changeling dropped to the ground and continued to fight, now in its natural form, not bothering with another disguise.

Without warning four more pegasi attacked the unicorns from behind, catching those that remained by surprise. The fight was soon over.

Luna's two remaining guards then turned on the changeling, raising their weapons threateningly. She didn't fight, nor did she seem surprised. Four of the pegasi joined her side however; two that had been fighting along side her against the unicorns and two that had been fighting the windigos that had brought them. The changelings were supposed to be allies, so why had one of their number infiltrated the equestrian forces? Were the other four changelings as well? Luna wanted answers.

She leaped forward to where the changeling stood. She seemed a typical changeling to Luna, but then they all looked the same to her. She did have one feature that set her apart from the rest of her kind however; a jagged scar that ran from her right shoulder to halfway across her chest.

“What is the meaning of this!?” Luna demanded angrily of the changeling.

The changeling looked back at the other four pegasi and nodded. Immediately green fire erupted around each of them as they all showed their true forms as changelings. Then all five bowed deeply to Luna.

“Forgive the deception, Princess. We were only following our queen's orders. She was worried the enemy would try something like this and just wanted to help ensure your safety. My squad and I were ordered to position ourselves nearby so that we could protect you should your life be threatened.”

Luna glared down at the changeling. “And how can I believe you, changeling? This could very easily be seen as a betrayal of our trust!”

She looked up. “My queen would never break her word!” She declared with conviction. “Her orders in no way violated the agreement she made with Midnight Star!”

“You infiltrated our ranks!”

“We joined as civilian volunteers,” she countered. “We in no way tried to interfere with the chain of command, nor did we lie about who we were.” She grinned. “We even gave our true names when we volunteered. It's not our fault they didn't ask if we were actually citizens of Equestria.”

Luna glared at her. Technically she was right, they hadn't violated the terms of their alliance, at least if they were being honest about intending no harm.

Then the changeling looked surprised, her attention focused elsewhere. After a moment she nodded looking almost shocked. “My queen has asked me to extend her sincerest apologies for not asking your permission to assign you and Celestia extra protection. But she also asks that you allow us to continue to protect you.”

Luna's eyes narrowed. “How can we trust her after this?”

“If I may, Princess. My queen only had your best interests in mind. I think she was just worried that you would turn down the offer if she had asked.” The changeling smiled. “That, and she's really not use to asking permission. She is a queen after all.”

Luna glared at her a few moments more then finally sighed and gestured for her guards to stand down. “I will forgive this breach in trust for now, but you will return to your queen.”

“With all due respect, I beg you to reconsider.” The changeling said looking worried. “There's no guarantee that they won't try again, and there's other advantages we can offer as well. My queen has given me permission to inform you that we changelings all share a telepathic bond with our queen.”

“A telepathic bond?”

She nodded. “So we can pass orders and information directly to Chrysalis for you. And as an act of faith, she has also asked me to inform you that a second team was positioned amid the unicorn civilians.”

“A second infiltration team!?”

“Yes. Princess Luna, please, queen Chrysalis had only the best intentions when she gave the orders. We changelings, all of us, we really want this alliance to work. Our Queen would never betray you. It's just, we've been on our own for so long; Chrysalis, she really isn't good at working with others.” The changeling sighed and looked down. “We will return to our queen if you insist. But I beg you, please let us stay. With most of your guard gone you need the protection, and as I said, I can then relay orders directly to Chrysalis for you.”

Luna looked down at the changeling for a few moments considering her words. She'd be lying if she said she wasn't uncomfortable having changelings so close, but at the same time this changeling seemed so sincere. Against all logic Luna felt that she could believe her. That the changeling really did just want to follow her orders to protect her. Taking a moment to focus, Luna reached out with her mind to sense the magic within the changeling. Just like Chrysalis, she found the element of honesty to be very strong in this changeling as well, but even stronger was the element of loyalty.

Am I a fool to believe her? But it seems she really does just want to protect me, to carry out the orders given to her by her queen.

“Very well. You may stay,” Luna conceded finally. “But I want Celestia and General Midnight informed of this. And I want the other team to reveal themselves to Celestia. She can decide for herself if she wants to allow them to stay.”

She smiled. “Thank you, Princess Luna. Chrysalis is already informing General Midnight.”

Luna looked across the valley to the changeling side, spotting Chrysalis and Midnight. At that distance it was of course impossible to hear them over the sounds of the battle, but it appeared that Midnight was shouting at the changeling queen. The sight made Luna smile. “Seems Midnight isn't too happy about it.”

The changeling winced. “No, General Midnight is going to inform Princess Celestia of the other team though.”

Luna nodded. “Good, now excuse me a moment” she said then turned and went over to the other two pegasi that had been the first to leap into action. As she approached she noticed how alike they looked with their identical coat and mane colors. Something seemed familiar about them. The stallion was holding the mare of the two under his wing. She seemed to be trembling.

“That was very brave, leaping into battle as you did, without hesitation. I commend you both,” Luna said with a smile as she reached them.

“Thank you, princess,” The stallion said with a small bow.

Luna gave him a curious look. “You two seem familiar, do I know you from somewhere?”

He nodded. “We're friends of Midnight Star.”

“Oh, yes, of course. The twins, Wind Blade and Sky Slice,” she said smiling as she recognized them, then looked at Sky, her smile becoming concern. “Is something wrong? Are you injured?”

“No...” Wind answered for his sister shaking his head. “We just, we've never... never killed anypony before.”

Luna nodded. “I see,” she said gently then stepped forward and put a comforting hoof on the Sky's shoulder. “It is always hard the first time. The pain will fade in time, however, you must never forget it; for the pain of that guilt lets us know that we are still good at heart.”

Slowly Sky looked up at her, smiled weakly and nodded. “Thank you, princess.”

Luna gave her a reassuring smile and pat her shoulder one last time. “You've done well, now report back to your squadron. And take care of yourselves. I hope to get to know you both better when this is over.”

Wind saluted. “We would be honored, princess,” he said then guided his sister back toward the other pegasi.

This war will be the source of a great deal of suffering even long after it comes to an end, Luna thought, watching them go. She sighed. I'd better check on the battle, now that I know what they were waiting for.

She turned and made her way back to the ledge overlooking the pass looking down toward the battlefield. The unicorn's were still holding back it seemed. They probably haven't received word that their assassination attempt failed yet. That will change soon.

Movement at her side made her look to see the leader of the changelings standing by her side. It was then that Luna realized the changeling had never introduced herself. “What's your name changeling?” She asked, though not unkindly.

“I am Commander Sallis.” She answered simply.


Landing at the central command tent in the pass, Midnight couldn't help but grimace as she approached Celestia. She wasn't looking forward to the princess's reaction to the news she carried.

Celestia was discussing something with a few of the captains as she approached but soon noticed her and broke off the conversation. “General Midnight, you have something for me?”

Midnight sighed. “Yes, I do. Queen Chrysalis just informed me that she had two squads of her changelings position themselves among Equestria's forces as civilian volunteers.

Celestia's eyes narrowed. “Was this before you made the agreement with her?”

Midnight shook her head. “No, apparently she gave the order just after you arrived. Technically it doesn't go against any of the terms of our agreement since they volunteered as civilians, we weren't really checking to see if they really were citizens of Equestria.” She sighed heavily.

“And for what purpose did she decide to stretch the terms of the agreement so blatantly?” Celestia asked, clearly not happy with this development.

“She assures me it was with good intentions. She said she was worried the enemy would attempt to assassinate Luna or yourself and she wanted to give you the best protection she could provide.”

“Do you believe her.”

Midnight nodded. “Yes, but I have already had words with her about betraying our trust in such a way, even if she had good intentions. She said she didn't think you would have accepted her changelings' protection if she had asked.”

Celestia frowned at that, seeing some truth to it. “So why is she telling us about this now?”

“Because there was just an attempt on Luna's life. She's fine!” Midnight added quickly when she saw Celestia throw a concerned look up toward the ridge where Luna stood. “The attackers didn't even get to her, thanks a great deal to the changeling squad. But during the fight one of the changelings was forced to reveal herself and use magic, so Luna found out.” She shook her head in annoyance. “I get the feeling Chrysalis wouldn't have told us at all if it weren't for that. As it is Luna ordered her to have the second squad reveal themselves to you.”

“Yes, I believe it would be for the best.”

Midnight nodded and led the way to one of the groups of civilian squads that were near the back of the Equestrian forces. “Come forward and reveal yourselves.” Midnight called to the group. Almost immediately five unicorns moved to the front with their heads down as if in shame. Then as one they all flashed with green fire revealing their true forms. There was a collective gasp from the rest of the civilians as Celestia moved toward the changelings.

“We apologize for our deception,” the center changeling said sounding sincere. “Our queen only wished to ensure your safety, Princess Celestia. Our orders were simply to protect you, by any means necessary.”

“So I am told, but I am not in need of your protection in the midst of our forces. Report back to your queen, and inform her that I will have words for her later concerning this.” Celestia said then turned as if to go.

Midnight stepped forward as the changeling bowed looking somewhat disappointed at being dismissed. “Princess, Chrysalis did recommend that you let them stay nearby if for no other reason than that they can instantly relay your orders directly to her.”

Celestia glanced back at the changelings. “How is that?”

“She said that every one of her changelings have a telepathic bond with her that lets them communicate instantly across any distance. Basically like the headbands our unicorns use. That's part of why Luna allowed the changelings to stay as her guard after the assassination attempt.”

Looking back at the changelings once more and sighed, realizing that such a form of instant communication with the changeling queen could prove useful. “Very well, you may remain here, but you will keep your true forms and submit yourselves to the supervision of my guard understand?”

The lead changeling bowed deeply looking relieved. “Of course, princess. Thank you for allowing us to fulfill our queen's wishes. Queen Chrysalis apologizes again for not asking you beforehoof.”

“Yes, well, I'm still going to have words with her later. For now, we have a battle to win,” Celestia told him then turned to Midnight. “I do however still want you up there as well. You brought the changelings into this, it's your responsibility to keep them in line.”

Midnight snorted. “Getting Chrysalis to work well with others isn't exactly easy. But I do believe she means well,” she said then gave Celestia a salute. She returned it and Midnight took off again heading back toward the ridge.

As she approached she noticed Chrysalis peering down toward the ice unicorn army seeming worried. Wondering what was wrong Midnight landed and went to her side. More of the enemy army was visible now, with the windigos more focused on fighting, their storm was slowly dying and already the snowfall had lightened considerably. “What's going on?”

Chrysalis shook her head without looking away from the enemy army. “I'm not sure, but I think they may be up to something.”

Midnight didn't even have a chance to reply, there was a bright flash of what had to be hundreds of spells at once, and an enormous explosion erupted at the base of the cliffs on the far side of the canyon. Even before the sound reached them however there was a second flash and another explosion erupted strait down the cliffs from where they stood.

The twin shock-waves reached them one after the other knocking Midnight off her hooves and staggering Chrysalis with deafening thunder. Shaking her head in a vane attempt to dispel the ringing in her ears, Midnight pushed herself to her hooves as she felt the ground shaking beneath her. She got to the edge in time to watch in horror as a great deal of the cliff sides gave way, including the shelves on which the siege weapons stood.

“It would seem they're through holding back!” Chrysalis had to shout to be heard over the roar of the twin rock slides. Midnight barely heard her. Fear was gripping her heart as she watched the shelves collapsing down onto the front defensive line. Copper...

Chapter 18: Storm of Rage

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Midnight Star: The Frozen Empire
By Nebula Star

Part 3: Equestria at War
Chapter 18: Storm of Rage.

Sky climbed back to her hooves, ears ringing from the twin explosions as she felt the ground shaking. Then the cliff began to give way and she along with the rest of the Pegasi took to the air as a portion of the ridge they stood upon began to slide down into the canyon. It was then that she saw that the shelf where the siege weapons had been was gone. Her heart froze. Copper!

Without another thought she dove down the path of the rock-slide searching for any sign of him, her heart pounding with the fear of what she might find. The collapse had been swift and already the slides were beginning to settle though thick clouds of dust hung in the air. The damage was done.

The front lines were broken and scattered. The wall they'd built to hold back the enemy had been buried under tons of loose stone and had collapsed under the weight forming rough but easily scalable ramps to either side of the canyon. And the ponies that had been defending that wall...

Tears filled Sky's eyes as she saw several sights that she would never be able to forget. The mangled bodies of those that hadn't gotten out of the way in time. Copper would have been right in the middle of it, she knew, with rock coming down from above him as more fell out from beneath his hooves. He would have been caught up in the slide, in the middle thousands of tons of grinding stone...

NO! She screamed at the dark thoughts that were invading her mind. He's alive, he has to be!

Sweeping along the base of the slide she continued her desperate search for the wonderful, kind, and generous earth pony.

More and more gruesome sights met her eyes as she glided over the rubble. She didn't see any survivors except those near the edge of the slide who were already being helped by the nearby earth ponies and unicorns. But Copper wouldn't have been near the edge. She shook her head and continued to search. She would not, could not, believe that he was dead. He was suppose to be the safest of all of us!

Fear was tearing at her heart, threatening to make her break down, to lose hope. She held it back, trying to stop the tears as she desperately searched for the one she loved. She knew that now.

Then Sky came across what was left of one of the trebuchets and there he was, wedged between the broken platform and one of the few beams still attached to the base. He was unconscious and looked battered and all-together worse for wear, but he seemed to be in one piece. She dove down to where he was and almost burst into tears, this time out of relief as she saw that he was breathing.

They were dangerously close to the front lines however, she had to get him out of there quickly. Carefully, trying not to cause him further injury, she picked him up in her hooves. She hadn't ever flown while carrying somepony Copper's size before, but in that moment he could have been twice the size and it wouldn't have mattered. She took off with him in her hooves and headed strait for the medic's tent at the far back of their forces, barely within the pass.

“Hang on, Copper! You're going to be alright!”


The only thing that kept Midnight from leaving her post once more to search for Copper herself was that she'd seen Sky dive down to search for him already. Seeing that however, she'd decided that, as general, she needed to worry about the army as a whole. She knew that there wasn't anything more she could do for Copper than Sky could.

She surveyed the destruction as much as she could through the dust cloud filling the canyon. Nearly half of the forward defensive wall had been buried under the slides and in the confusion many of their forces had been scattered. They wouldn't be able to hold. And the ponies that had been defending the wall to those sides...

“Light, how many did we lose?” Midnight breathed, knowing that dozens if not hundreds of their forces had been crushed under tons of stone.

“Too many.” Chrysalis whispered softly, pain clear in her voice.

Midnight looked over at her. “Were any changelings...?”

“No,” she answered then looked at Midnight seeming slightly offended. “Can I not feel sorry for the loss of pony lives? Do you think I'm incapable of compassion?”

“Sorry, I didn't mean it like that...” Midnight apologized. Just then she caught movement from the far side of the canyon and looked sharply. A moment later she smiled in relief as she saw Sky emerge from the dust cloud carrying the unmistakeable form of Copper Wire in her hooves, and heading toward the medic's tent. She just hoped Copper was alright.

“FALL BACK TO THE SECOND LINE!” The command from princess Celestia echoed through the canyon.

Midnight watched the lines below as they began to fall back, even as they did however, the enemy lines were charging forward blasting at the wall that remained while many began to climb over the rubble to either side. The front lines were scattered and there were still many injured in the slides that were lagging behind.

“Chrysalis! We need to give them cover while they retreat or they're not going to make it!”

She just nodded seeming to only be half paying attention. “Yes, Celestia just gave the same order; I'm assigning squads now.”

Midnight nodded feeling just a little useless now that Celestia had a way to pass orders directly to Chrysalis. She glanced back toward where the medic tent was. Perhaps she could afford to go check on Copper.

No! She told herself firmly. I have a responsibility to Equestria! Even if I'm not doing much, I have to stay at my post. She sighed. “But Copper, you'd better be alright.”


“Captain Dash!”

Rainbow turned in the air to the approaching pegasi. “What is it, Private?”

“Princess Luna's orders. We are to keep the windigos occupied, we can't let them harass the ground forces as they're retreating to the second line.”

“Do they need pegasi to help cover their retreat as well?” Rainbow asked looking down trying to see what was going on in the dust cloud that filled most the canyon.

The messenger shook his head. “Princess Luna said the changelings are going to handle that, but we have to keep the windigos off of them.”

Rainbow nodded then turned to her squadron. “Alright, you heard the order! Storm Rider, Flurry, spread the word to the captains and other squadron leaders; the rest of you, on me. We won't let even a single one of those beasts get past us!”


“Princess, Queen Chrysalis reports that she has assigned squads to cover the retreat as you asked,” the changeling squad leader, Captain Veriss, reported. “She also reports that Luna has ordered the pegasi to make sure the windigos don't harass the retreating lines.”

Good thinking Luna. Celestia thought approvingly. Though she didn't have nearly as much experience leading battles as her, Luna's instincts were sharp.

Celestia nodded to the changeling. “Thank you, captain. Was there anything else?”

“Just that my queen reports poor visibility in the canyon, even from above.”

“Yes, well right now that dust cloud is protecting my ponies from attack, so we'll let it be for the time being.”

He nodded, then gave her a salute before going to rejoin his squad. Celestia had to admit, though she was still somewhat uncomfortable having changelings nearby, they were turning out to be quite useful.

Just then Celestia felt a familiar touch of magic reaching toward her thoughts and let them connect.

Sister, I have ordered the pegasi to hold back the windigos so they cannot interfere with the retreat. Luna's voice came into her mind.

'Yes, Chrysalis just informed me. How long do you think the Pegasi can hold them on their own?' Celestia responded with her thoughts.

Now that they have weapons that can actually hurt the windigos, I'm fairly confident the pegasi can win against the beasts.

Celestia blinked in surprise. 'What weapons do you mean?'

Midnight Star made crystal weapons for the pegasi made of solidified love and hope. A slash from one of those is apparently excruciatingly painful for the windigos.

Crystals of love and hope? I suppose that would be quite effective against windigos, but they probably wouldn't hold up against flesh and blood unicorns in armor. She thought to herself. 'Excellent, but for now our primary goal has to be retreating to the second line. Just keep the windigos off of our ground troops.'

Of course, sister.

'And keep me informed of any developments.'

Yes, about that. Unfortunately my lieutenant in charge of communications fell in my defense and the communication circlet was destroyed. Until another can be brought up, I will have to contact you directly or send messages via the changelings.

'I heard there had been an attempt. Was it close?'

It might have been, but they never even got past the changelings. Commander Sallis and her squad are quite impressive fighters.

'Alright, that's good to hear. Anyway, just send one of your pegasi down for another circlet, we have spares. Until then go ahead and contact me directly, I'd rather keep links in communications to a minimum.'

Very well, stay safe, sister.

'You as well,' Celestia responded then felt Luna break the connection.

Returning to the overlook, Celestia looked down into the dust cloud that still filled the canyon. It was just now beginning to settle; it would likely be several minutes more before the air would be clear enough to see their enemy's lines again. Many of the retreating unicorns and earth ponies emerged hacking and coughing. She had considered using her magic to clear the dust away, but as it was, the cloud was blocking her ponies from view and so protecting them from attack. She was actually surprised the enemy hadn't cleared it away themselves, but so long as they didn't, she wasn't about to herself.

It wasn't stopping the unicorns from advancing, nor did it block Celestia from sensing them as she closed her eyes and focused. Most the ice unicorns were focusing on tearing down what remained of the first wall now that it's defenders had abandoned it. There were, however two large groups making their way over the rubble of the rock slides in an attempt to flank the retreating forces.

Even as she watched with her mind's eye, those forces were intercepted by the changelings and the dust cloud began to flash with the multi-colored light of magical attacks. The changelings seemed to be constantly moving as they engaged the enemy; using the low visibility to their advantage. It was a smart move, that was certain. They were greatly outnumbered and a direct confrontation would likely end in disaster. As it was they didn't need to hold the line, just slow the enemy's advance.

Opening her eyes once more she turned to Captain Crimson. “The changelings have engaged the enemy on both fronts, how long is the retreat going to take?”

“At least another fifteen minutes, princess, likely more; many were injured in the slides. It's taking some time to evacuate them.”

Celestia nodded. “Do what you can to speed the process, captain, the changelings cannot hold forever.” He saluted and Celestia dismissed him with a gesture, then looked down toward the battlefield once more. If they didn't get those ponies out quickly enough she may have to intervene herself. It was the last thing she wanted to do, to use her power like that. Last time she'd fought in a battle in defense of her ponies, many of the ponies she'd been fighting for had come away fearing her. She just hoped the changelings could hold them.

Thought of the changelings as usual caused her to look up at the ridge where their queen could be seen watching over the battle. More prominent on the ridge now was Midnight Star, who was standing on the very edge of the cliffs.

Then again, I may not have to intervene myself... She thought frowning. Judging by her posture, it was pretty clear to Celestia that the young alicorn was having a hard time restraining herself. If she jumps in, it may be just as bad if not worse for her. The ponies of Equestria have known me a long time and know I would never do anything to harm them, even if they may forget it for a time in fear. Midnight doesn't have that advantage. If she causes anypony to fear her, it will take a great deal of time for her to regain their trust.

Flashes from within the dust cloud called her attention back to the battlefield. With how things were going so far, they may not have much choice. Perhaps it would be better for one of them to intervene in this battle, even if it meant difficult times for them in the years to come. She was certain she could help Midnight deal with the repercussions. Truth be told, it would probably be even worse for Luna. Though it had been nearly fifteen years, if her sister were to fight, ponies would undoubtedly be reminded of Nightmare Moon.

She shook her head. What am I thinking, even we can't fight their entire army on our own. The most we could do would be to take out their leaders, and for that we'd have to know where they are... One glance at the battlefield was all it took to see that a good portion of their army was still hidden by the snowfall, though it was lessening as the day wore on.

“Princess Celestia!”

Celestia turned to see a young officer galloping toward her and the captains from the direction of the camps.

“Princess, an advance scout from the Crystal Empire just arrived. He reports the Empire's volunteer forces are on their way and should be arriving within two hours.”

Celestia sighed heavily. “Well that's better than we expected. Hopefully it will still be in time to help.” She looked back at the battlefield. But with how quickly they broke through the first line, it may not be. She added to herself. She knew their enemy would not let the battle drag on for long, they couldn't afford it. They had to win quickly and decisively if they were to have a chance of conquering the rest of Equestria before desperation and fear forced the rest of her ponies to action.

Please let it be that it doesn't come to that.


“Watch out!”

Lightning twisted her wings, throwing herself into a spiral, evading the windigo's freezing breath and closing in for a swift strike; her sword biting deep into the spirit beasts neck. She was rewarded with a blood curdling howl of agony as the windigo burst into mist and retreated back into the storm like all the others.

She smiled with pride; now that they'd run out of surprises, the pegasi of the guard had the windigos locked down, the civilian squadrons hadn't even had to get involved yet. The ground forces weren't faring nearly as well.

Sweeping back and around following Rainbow as their squadron regrouped for another pass, she took the opportunity to look down to see how the retreat was going.

There wasn't much to see still, the dust kicked up by the rock-slides was only just now beginning to settle in the canyon. But even so she could make out most of the Equestrian forces as they were retreating over the second line of defense using temporary ramps that would be collapsed as soon as their forces had all made it to safety.

She was just about to look away when she noticed a group of thirty or so Equestrians a ways further down the pass than the rest of the unicorns and earth ponies. It was clear they were trying to retreat as ordered, but it was just as clear that some of them were injured and their progress was slow. And they were about to be overtaken.

A group of ice unicorns had broken through the lower wall not far from the group of stragglers and were swiftly making their way to flank them. It wasn't a large force of ice unicorns, but enough to outnumber the Equestrians.

Lightning knew the changelings were supposed to be covering the retreat, but there weren't any to be found. The enemy was almost upon the Equestrian ponies. Lightning didn't hesitate.

Diving at them from above and making full use of her impressive speed, she was only dimly aware of somepony calling her name. She wasn't about to leave those ponies to be slaughtered. She intercepted the ice unicorn's easily and was upon them before they even knew she was coming.

Knowing they would not hesitate to kill her, she didn't hold back. She pulled out of her dive just above the ground and her sword flashed through the air as she flew through the midst of the ice unicorns aiming the blade for their unprotected necks. She felt the tug of the blade each time it connected, signaling another kill. She tried not to think about it, about what she was doing. They were the enemy and it had to be done. She was protecting the innocent ponies of Equestria; they were the ones that had come for violence, they had brought this on themselves.

Her momentum spent, she skidded to a stop and changed direction, using her wings as much as her legs to leap at one ice unicorn after another, striking so quickly they didn't have a chance to defend themselves. Spells flew past her as she took full advantage of her agility, moving from unicorn to unicorn and striking each one with a deadly blow always aiming for the gaps in their ice bound armor. Then she leaped toward another, intending to make him another victim of her blade, but he was ready and a spell leaped from his horn toward her.

Her eyes widened in surprise, but no more than his did when there was a flash of orange light and his spell was blocked. A quick swipe of her sword removed the unicorn's head and she leaped up and away to evade more magical attacks.

So that's what that new enchant does. She grinned realizing what had saved her. Then with new confidence born of a sense of invulnerability, she dove back into the fray with reckless abandon. One after another she struck the unicorns down, singlehoovedly holding back the enemy's advance; on one front at least.

Then her sword fell to the ground.

She barely had time to wonder what had happened when a spell hit her in the side, sending her sprawling to the ground as well. After that, all she knew was pain.


“Lightning!” Rainbow screamed seeing her friend fall. She'd tried to follow Lightning almost immediately, but a group of windigos had gotten in her way. By the time she and the other Wonderbolts had dealt with them and she had chased after Lightning it had already been too late. Putting on a burst of speed, she covered the remaining distance in a flash, leaving a rainbow contrail in her wake. She scooped up Lightning in her fore-hooves, barely slowing down as she did and took off as fast as she could toward the medic tent.

Lightning was in bad shape, Rainbow could feel her friend's blood soaking her coat. She pushed herself to her limit, reaching the medic tent in moments. Beating her wings against her flight angle to kill her momentum, she landed at the entrance to the tent.

“Medic!” She called hearing all too clearly how desperate she sounded and not caring. Immediately two unicorn assistants took Lightning and levitated her to a surgeons table. Rainbow stayed close, Lightning was still breathing, but that wound...

“Captain?” her voice was weak.

“I'm right here, Lightning. You're going to be alright, just stay with me.” Rainbow said moving close as one of the medics came to the other side of the table and began examining the wound.

Lightning smiled despite the pain she was in. “I got them pretty good... didn't I...”

Rainbow smiled back as tears filled her eyes. She sniffed. “Yeah, you sure did,” she agreed softly.

“I... I think I found my limit though...”

“No! No! You're going to be alright!” Rainbow all but shouted, ignoring the medic who was sadly shaking his head.

Lightning looked up at Rainbow one last time and smiled a truly grateful smile. “Thanks, for everything, Rainbow.” Then she closed her eyes and let her body relax. She took one last shuddering breath; a breath that was released as a soft sigh and then she was still.

“Lightning!?” Rainbow whimpered, not wanting to believe what she'd just seen, wanting nothing more than to deny the reality of that moment. “LIGHTNING!”

Rainbow felt a hoof on her shoulder and looked up at the medic who was looking back at her with sympathy. “She's gone, I'm sorry.”

Anger like she'd never felt before began to fill Rainbow's heart as she looked down at Lightning one last time. They'd taken one of her friends. She clenched her teeth and closed her eyes, her entire body trembling with rage. At that moment, all her thoughts were spiraling around one simple desire. Revenge.

Unable to stay a moment longer, Rainbow spun and dashed out of the medic tent. Her wings snapped open and she launched herself skyward. She didn't even notice a changeling calling her name. In moments she was higher than the clouds. She drew her sword as reached the apex of her climb and began to dive back down toward the battlefield, rapidly picking up speed. The pegasi were engaged with the windigos again and she aimed for the center of the fighting.

“GET OUT OF THE WAY!” She screamed as she continued to gain speed. Several pegasi looked up and, realizing what was about to happen, dove out of the way, confusing their ghostly foes.

Rainbow passed through the center of the windigos in an explosion of sound and color, the shock-wave of the sonic rainboom sending many of the spirit beasts tumbling through the air, easy prey for the agile pegasi. Rainbow didn't look back and didn't care what happened. Her focus was ahead of her, the ice unicorns that had started the war. That had taken Lightning. She would make them pay.


Midnight stared for a moment in shock when a rainboom erupted in the center of the windigo forces and watched as the rainbow trail continued toward the ground. “Rainbow...” she whispered.

The multi-hued contrail leveled off just above the ground then wove between the ice unicorn ranks in a display of agility only Rainbow Dash was capable of. It would have been beautiful, had it not been for the sprays of crimson mist that erupted all along the path.

“By the stars, I'm glad I never pushed her so far,” Chrysalis said softly stepping to Midnight's side.

“What happened? Was your messenger able to find out?” Midnight had seen Rainbow fly to the medic's tent carrying somepony and had asked Chrysalis to send a messenger to find out what had happened.

“Rainbow Dash didn't stop to talk, but he was able to find out from other ponies in the medic tents that her wingpony was killed. Somepony named Lightning Dust they said.”

Midnight gasped. “Lightning!?”

She nodded. “Did you know her?”

“Not extremely well, but I did know her,” she answered softly looking back toward the battlefield. It was easy to spot Rainbow even in the midst of the enemy forces. Her rainbow trail zipped from one unicorn to another with astounding speed and each time she struck, another unicorn would fall.

Midnight knew the anger Rainbow had to be feeling; she knew what it was like to lose somepony close to her. The all consuming rage and desire for revenge. It had been the source of her hatred in her previous life, the cause of her corruption. Rainbow however had never experienced such a feeling before. She didn't know how to contain it, to control it; she'd given in to her anger.

She watched as Rainbow's fury drove her to recklessness, flashes of red hued light were evidence of the enchantments on her armor protecting her from magical attacks, but her magic wouldn't last forever. At this rate it would run out very soon, and then...

Midnight snapped her wings open, leaping of the cliff without another thought. She wouldn't let Rainbow die!


Planting her hooves against the ice unicorn's side, Rainbow wrenched her sword out of him, tossing it into the air and catching it with her magic even as she threw herself at another. She didn't even care when his cold blood sprayed across her coat.

The next unicorn in her sites, a mare with brilliant blue eyes, stumbled back in fear. Desperately she raised her own sword; she'd never been very strong with magic. Rainbow would always remember those eyes, and the terror they held as their sword's clashed.

To both their surprise, Rainbow's sword was sent flying away as her magical grip on it failed. She didn't give the unicorn time to take the advantage however. A vicious swing of her hoof connected with the unicorn's horn snapping it clean off. With her magic lost, she was no match for Rainbow, and she was sent flying by a back-hoofed swing, landing unconscious several yards away.

Rainbow then tried to retrieve her sword, but found her magic could no longer lift the blade. She was far from done though. Even without the weapon she leaped at another of the remaining unicorns. She'd nearly taken out the rest of the small force that Lightning had tried to hold back; there were only about a dozen or so left.

The unicorn stepped back, avoiding an attempted swipe at his horn. Then his horn flared and the next instant Rainbow was thrown back by a shock-wave. It wasn't a powerful spell, rather it was a spell cast in desperation merely to get her off of him.

Dazed, Rainbow began to get back to her hooves only to find herself surrounded by what remained of the unicorns, many charging spells to finish her. There was a flash, and then darkness...

Darkness that seemed to be flowing around her with countless stars sparkling in its midst.

Getting to her hooves she looked around realizing she was surrounded by a swirling cloud of ethereal energy, energy that she had seen before.

“You alright?” Midnight asked as she materialized out of the cloud, her mane and tail continuing to flow into the protective barrier around them.

“No!” Rainbow spat with tears filling her eyes once more. “They killed Lightning!”

Midnight looked down. “I know,” she said sadly.

“I'm going to make them pay!” She declared opening her wings again.

Midnight quickly restrained her with her magic. “You already have. You've done enough Rainbow,” she said gently.

“No... I'll...” she cut off as Midnight stepped forward and put a hoof around her neck, hugging her tightly.

“Lightning didn't die so that you would get yourself killed in a rage.”

For a moment, Rainbow considered trying to break free and continuing her vengeance. But then she realized the truth of what Midnight was saying. With a whimper, she let go of her anger and let the grief and pain that it had been holding back overcome her. “Why... why Lightning? Why did it have to be her?” She cried softly returning Midnight's embrace.

“I don't know, Rainbow,” Midnight told her softly. “But we can't stay here.” She stepped back and pat Rainbow's shoulder giving her a comforting smile. “Report to Valor. I'll cover your retreat.”

Rainbow sniffed one last time and nodded. Then she took off, flying swiftly back towards where Celestia and the ranking captains of the guard continued to direct the battle.


Midnight watched Rainbow go for a moment, very aware of the dozen or so unicorns that remained of the force Lightning and then Rainbow had decimated. They had surrounded the cloud of energy that was her mane and tail. Several had shot spells into them experimentally that her magic had simply absorbed. They didn't possess enough magic to break through Midnight's defenses.

Lightning was gone. Though Midnight hadn't known her well, she had known her. She felt the loss far more keenly than any of the others that had fallen. And Rainbow... Next to Twilight, Lightning had been Rainbow's closest friend. The pain she must be feeling. Midnight knew that pain all to well.

She felt it then, the anger, the hatred, memories of a lifetime's worth of pain. She sensed the unicorn's around her. They had caused her friend pain.

The energy cloud of her mane and tail lashed out, grabbing all the remaining unicorns and lifting them into the air. She clenched her teeth, letting her hatred fuel her magic, tightening the grip around their necks. They flailed their limbs uselessly, trying in vain to free themselves. She didn't care, she wanted them to suffer, she wanted them to die in agony. More and more Midnight tightened her grip until their was a loud crack.

With a start Midnight realized what she was doing, that she was giving in to her anger, her hatred, allowing it to control her, to make her do terrible things.

She released the unicorns, letting them fall to the ground. But it was already too late for them; not one of the unicorns she had attacked was still breathing.

Shaken by what she'd just done, what she'd just felt; Midnight took off flying back to Equestria's lines. Of the entire force of Unicorns that had broken through the wall, only one remained alive. A young mare with a broken horn and brilliant blue eyes, though her eyes were closed and she wasn't moving.

Chapter 19: Celestia's Request

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Midnight Star: The Frozen Empire
By Nebula Star

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Yes...” Midnight whispered.

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

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

“Did something happen?”

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

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

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

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

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

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

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

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

Midnight slowly smiled. “Thanks, Sky.”

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

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

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


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

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

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

He smiled. “That's good to hear.”

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

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

Sky frowned. “I heard.”

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

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

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

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

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


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

“How you doing Rainbow?” Midnight asked.

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

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

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

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

Rainbow looked up, seeming to understand.

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

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

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

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

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

“Why!?” She demanded glaring.

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

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

“Everypony else still has their magic.”

“Until it runs out for them as well!”

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

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

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

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

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


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

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

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

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

“Princess Luna?”

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

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

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

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

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

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

Almost as one the pegasi nodded in the affirmative.

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


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

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

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

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


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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

“And their queen?”

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

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

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

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

“Their queen.”


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

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

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

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

Celestia nodded expecting as much.


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

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

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

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

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

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

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

Reluctantly she looked up and slowly nodded.

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

“I can try.” She said with a shrug.

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

He nodded. “Of course.”


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

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

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

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

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

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

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

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

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


“Princess Celestia?”

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

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

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


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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

“It is unfortunate. Yes.”

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

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

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

“Neither are we.” Luna reminded her.

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

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

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

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

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

“But you are asking me.”

She nodded solemnly.

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

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

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

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

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

Celestia nodded. “I understand, Midnight.”

“So be it.”

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

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

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

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

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

Chapter 20: Monster

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Midnight Star: The Frozen Empire
By Nebula Star

Part 3: Equestria at War
Chapter 20: Monster

As a cloud of dark indigo energy, Midnight fell to the ground between the two armies like a meteor, startling both sides and causing a brief pause in the fighting. The energy of her form seemed to splash across the ground then pulled back in as she materialized facing the Frozen Empire unicorns.

She was trembling, feeling a terrible rage coursing through her body. She needed that rage. Harmony and its power were lost to her, but there was another power within her reach. She could feel it, a power she hadn't used in over eleven years. She reached for it, and felt it flow into her. A torrent of energy, like a mountain river at the height of the spring run-off. It writhed and twisted, trying to break her grip but she held firm, bending it to her will.

Such was the nature of chaos magic, named for what it felt like when channeled. Where harmony was calm and gentle, filling the caster with peace and responding to the gentlest of commands; chaos was a raging force of untamed power that filled its wielder with anger and had to be forced into submission.

Midnight's unleashed rage was more than enough to subdue the chaos.

Slowly she looked up at the ice unicorns, her blood red eyes glowing with the raw power she could barely contain. She focused her rage as she looked at the ones that had been its cause. Thought of her family, her friends, all the kind ponies she knew in Ponyville, in Equestria. These ponies wanted to hurt them, had hurt and killed many already. She used those thoughts to focus her anger. She knew what she had to do; she could see the banners on the bluff in the distance. But if she was going to intervene, then she wasn't going to hold back, she would end the war herself.

“I WON'T LET YOU HURT THEM ANYMORE!” She screamed, unleashing waves of energy to either side of her as she did. The ground split and walls of emerald flames erupted from the fissures, separating the two armies.

Snapped out of their startled stupor, the ice unicorn's nearest Midnight began casting spells at her; but these unicorns were cannon-fodder the weakest the frozen empire had, sent to the front lines to do what damage they could but ultimately expected to die. Their magic was nothing.

Midnight's mane and tail no longer flowed but snapped to a fro, mirroring the chaotic energy flowing through her and catching many of the spell that they threw at her while the rest splashed harmlessly against her wards, barely depleting them. Her anger only grew, they had barely hesitated before trying to kill her.

Swinging her sword around she leaped forward, using her wings to propel her toward one of the nearest unicorns. A moment later his body fell to the ground, cloven in two. Before it even finished falling, three more unicorns met with Midnight's blade. She let the power of chaos fuel her, and let her rage guide her. Before long, she lost herself in the fight. It was just a never-ending stream of faces, often contorted with fear as they realized she had targeted them and there was nothing they could do. She would later recall every one of those faces, but in that moment they were simply in her way.


Midnight was a dark cloud of death as she cut a path through the enemy's forces. Chrysalis watched from the cliffs as the young alicorn unleashed her rage. She watched, and she was afraid.

She'd known Midnight was powerful after the night they'd first met; and she'd said at the time that Twilight Sparkle was even more powerful. Chrysalis knew it may still be true, but she sincerely doubted that the princess of magic had this kind of fury in her.

Every unicorn to cross her path fell in an instant. She was making her way strait toward the center of their forces where the enemy's leaders would be and cutting down all that stood in her way. Behind her the ground cracked open and emerald flames created a barrier, keeping them from closing in around her. The flames spread out in a huge wedge as she went, forcing the unicorns to back away.

How long can she keep up such ferocity? She wondered watching as dozens fell to Midnight's crystal sword. What has Celestia unleashed?

She looked down to where the royal sisters stood, watching Midnight as well. She knew Celestia must have asked Midnight to do this. The young alicorn had been afraid to fight herself the last they had spoken. She'd been afraid that she wouldn't be able to maintain control. What was Celestia thinking.

Shaking her head she looked back toward Midnight. There was nothing she could do now, except watch, and wait. And hope to the powers that be, that Midnight was still in control.


Wind and Sky had landed on the ridge with the rest of their wing when many of the windigos had backed off. Now they watched wide eyed as Midnight single-hoofedly took on the remaining army of the Frozen Empire.

“This is what Midnight was afraid of...” Sky breathed as they watched their friend slaughter dozens of unicorns. “Why would she join the battle?”

“Because Celestia and Luna asked her to,” another voice said startling them both. Sky looked sharply at the changeling commander that had somehow joined them on the ridge without her noticing.

“You... you're commander Sallis right?” Wind asked and the changeling nodded. “What do you mean Celestia and Luna asked her to?”

“The captain of the squad assigned to Celestia said that She called Midnight and Luna down. They spoke for a time, just the three of them. When they were done, Midnight Star immediately donned armor and joined the battle.” She shook her head. “This is not good, even my queen noticed that Midnight Star has been unstable since the battle began.”

Wind glared down at the royal sisters for a moment before looking back toward Midnight. His entire body was trembling. He wanted to go, he wanted to help her; but he knew there was nothing he could do, and it was tearing him apart.


As Midnight got closer to the command center of the enemy's army, the unicorns she fought started to become stronger and stronger. But they still were no match for her.

Her mane and tail lashed out, creating spears of energy that pierced multiple unicorns at once even as she decapitated another with her sword. More cold blood splattered across her coat and armor, but she didn't care. She'd almost reached her target. The bluff where their command tent stood was just ahead.

She circled around to the path up, taking down half a dozen more unicorns as she did. Her chaos magic continued to spread behind her and now she sent it to surround the bluff, pushing back the rest of the unicorns and effectively cutting off the rest of their army.

She saw their leaders at the top of the bluff, but she stopped where the bluff was broadest. “GET DOWN HERE AND FACE ME YOU COWARDS!” They looked back at her seeming unconcerned.

A dozen windigos suddenly swept in around her in ambush. She had expected this though. Midnight vanished with a flash and reappeared next to one of them slashing her sword through its neck. Then eleven more flashes and almost as one the windigos howled in agony and burst into mist.


One of the Unicorns turned then and made his way back toward her, the rest following in his wake at first then spreading out in a half circle around her. There were fourteen in all.

Midnight glared at the one in the center, he was obviously their leader by his ornate armor. Possibly a general or perhaps even a king or prince.

“You're skills are impressive, alicorn,” he said looking down at her. “But it is obviously just a show meant for intimidation. My elite guard has already defeated the most powerful alicorn you had in battle; you will fare no better. And then, as soon as we track her down we will finish the other alicorn as well.”

Midnight's eyes narrowed. “You will not harm my mother again!” She growled angrily.

“Mother? Interesting, then you must be princess Midnight Star,” he said calmly.


He raised a brow at that, but went on as if she hadn't shouted. “I am general Ice Heart. It is a pleasure,” he said then turned to the unicorn on his right. “Kill her.”

Midnight didn't wait, one of them had already cast a spell and it wasn't hard to guess that it would be a ward against teleportation. But that ward only blocked the spell that used unicorn magic. Using the power of the chaos flowing through her, Midnight bent the world around her to her will, warping space just enough to move her almost instantly to the unicorn he had given the order to and plunged her sword into his chest before he could react. She ripped her sword back out of him, spraying both herself and the general with his subordinate's blood. Then she was fighting for her life.

Her mane lashed around her, blocking one or two of their powerful and deadly spells, but she soon realized she couldn't last that way. Their spells would eat through her own magic far too quickly if she tried to block them all. Leaping away from the general and his fallen guard, she flipped backwards through the air, spinning with her mane and tail swirling around her to obscure her body as she brought her sword around. Landing only briefly she launched herself in a random direction toward one of the other guards. Her horn flared casting a deadly bolt of energy. He blocked the spell, but the sword took off his head.

Two down. The rest were trying to spread out more around her. She didn't even pause, opening her wings she took to the air. She pushed herself to her limit on speed and agility as she swept out and around, circling them and evading their spells.

It would be useless to try and bombard them with magic. She may be able to kill a few of them, but she'd run out of magic or exhaust herself before she killed them all. Better to keep her magic for sure kills and defending against theirs. She had other ideas.

Her form suddenly exploded into a cloud of energy that rapidly expanded engulfing them. They continued to cast spells but they passed through her cloud form without causing her any harm, it took a special type of attack to actually do damage to such a form. She didn't give them time to figure it out. Materializing next to one of them, she kept the others blinded by the cloud of her mane and tail as she took off his head. A second soon followed. In moments, only five remained.

She materialized next to one of them. He saw her and immediately ducked. He wasn't quite fast enough, but he did cause her slash to miss his neck and instead impact with his helm. The crystal sword shattered. Midnight's eyes widened in surprise and that moment's hesitation nearly cost her life.

A net spell wrapped around her and the dazed unicorn both and a painful shock pulsed through her body. She let out a scream as her mane and tail returned to their normal forms, revealing her to the remaining unicorns. Their horns glowed.

In desperation, Midnight's eyes glowed pure white as she released an explosion of energy, shattering the net spell and shredding the unicorn that had been trapped with her to pieces. Two of the nearest unicorns were also caught in the blast and were thrown back, maimed or fatally wounded.

Free, she leaped to her hooves and launched herself at the last two. They both released their spells, but Midnight twisted her wings, spiraling around them. She cast spells of her own and they barely had time for fear to fill their eyes before they were thrown back with smoldering holes in their chests.

Only the general remained.

Midnight took a deep breath, trying to slow her racing heart. But it was no use, her anger was stronger than ever. All directed toward the general.

A flash of light warned her and her mane lashed out just in time to block the spell the general had cast. With hatred burning in her eyes, she slowly turned to face him, a sword materializing in the air next to her with a darkened blue-steel blade decorated with patterns in a threatening blood-red.

He cast another spell. With a casual flick of her sword, she deflected it as she began to advance toward him. Another spell was blocked as easily as the first two. He began to look afraid as she continued to advance toward him. As she did, many of the bright crystals in her armor began to fall away as they were replaced by the black crystals.

She stepped past one of the guard unicorns that had been caught in the explosion when she'd freed herself from the net spell. He was lying groaning in pain and clutching the stump that was all that remained of his right foreleg. Midnight plunged her sword into his side and ripped it back out without ever taking her eyes off the general.

He tried once more to attack her but it was clear now he lacked the power to break through her defenses. Midnight let the spell splash against her wards.

Fear took over, and the general turned, trying to run.

Midnight leaped into the air, quickly catching him and slashing one of his forelegs. He cried out and crashed to the ground as Midnight landed skidding to a stop in front of him. Desperately he tried to crawl away. She turned back toward him, fixing him with her hateful glare once more. The black crystals of her armor were spreading up her neck as she did. Even as she took a step toward him, they spread onto one side of her face giving her a demented look as she tilted her head to one side, glaring down at the unicorn.

“What are you?” He breathed in terror as he looked up at the dark alicorn standing over him.

“I am Midnight Star,” she growled through clenched teeth, hatred filling her every thought. “And you!” She snarled, her sword floating around preparing to strike. “You're just a memory!”

His eyes widened as the sword whistled through the air, then there was a loud thump and a spray of blood as his body collapsed separate from his head.

Finally Midnight closed her eyes a moment, trying to calm herself. It was done.


Midnight's sword clattered to the ground and her eyes widened as the accusation echoed through her mind and she realized what she'd just done.

“No... no, I'm not.”

Even at my worst I never killed so many!

“I had to...” Midnight objected to the voice, her entire body trembling at the horror of what she'd done. “It was war.”

Do you really think the ponies of Equestria will care after seeing what you've done!? That they'll want you living among them after seeing the kind of monster you are!? Look at you! You're covered in blood!

“I... I was just doing as Celestia and Luna asked,” Midnight whispered.

Celestia used you! She sent you out here as a sacrificial lamb! She knew that her precious little ponies would reject you when they saw what you really are! She sent you anyway so that she wouldn't have to get her own hooves dirty!

“No... I...”

With a shout a young unicorn leaped out of the tent, charging toward her with a sword held in his magic's grip. Midnight panicked, casting a powerful blast of raw energy at him. Too powerful. It hit him in the chest and he was blown apart, flesh and blood everywhere.

How brutal! The voice taunted. You really are a savage beast.

“No...” Midnight whimpered.

Do you really think you'll ever be welcome in Equestria again now that they've seen what you're capable of? Do you think your friends will want you back after watching you slaughter so many without a shred of mercy.

“I had to... They would have killed me.”

And your mother! What would she think if she could see you now; surrounded by corpses, dripping in blood?

A vision of Twilight staring at her in shock and horror filled her mind. Midnight could see all too clearly Twilight shaking her head in disappointment and then turning her back on her. “Please, no... I was... I was only doing what Celestia asked...”

She used you. And now that you've done what she wanted, she'll abandon you to your fate.

“No...” Midnight whispered once more but in her heart she began to believe it was true.

Face it! You've lost them; your friends, your family, your home, EVERYTHING!

“NOOO!!!” Midnight screamed as chaos erupted from her like never before. She'd lost everything. She'd been given a second chance, and now she'd blown it. Fate had taken everything from her for a second time. She couldn't take it any more; the world was just too cruel, she wanted it to end! She wanted it all to end!

Power like never before poured through her as she gave herself completely to the chaos. She would end everything!


Everypony gasped as the ground under the enemy army seemed to explode in slow motion. The ground broke apart as it raised into the air in defiance of natural laws. More and more of the land under the unicorns shattered, within seconds an area the size of a small town crumbled, emerald flames erupting from below as the pieces began to circle a central point.

Then Celestia heard it; a cry of such pain as she'd only heard once before. A cry like the one she'd made moments after banishing Luna to the moon.

Too late, she realized just how much Midnight had suffered; how much she'd feared to lose what happiness she'd gained.

More and more of the land was consumed by Midnight's chaos. The unicorns of the Frozen Empire fled for their lives, but many were too close to escape. Hundreds fell into the emerald flames to be consumed by the chaos of Midnight's tortured soul.

“Celestia help us,” one of the captains nearby muttered softly. Usually Celestia was amused by such expressions, but there was nothing amusing about this situation.

“I'm afraid there's nothing I can do,” She said honestly.

“This is worse than last time,” Luna said in an unsteady voice. “She's trying to destroy everything... this... this is apocalyptic.” She looked up at Celestia. “Celestia, what have we done?”

Celestia put her wing around Luna. “Take heart, sister. Unless Midnight regains control of herself, we won't have long to regret our decisions.”


Twilight dropped the research she'd been going over as she felt a wave of magic sweep across the land. Magic she would recognize anywhere.

“Midnight...” She breathed. For her to feel it all the way in Ponyville...

The next instant she was charging across the library. Without her magic, she fumbled with the door latch, but soon threw it open startling the pegasus guards stationed outside. “Get my chariot!” She ordered before they could even bow.

“Of course, where will we be heading?” The ranking officer asked, hastily bowing as he did.

“The badlands pass.”

His eyes widened. “But, your highness, the battle may still be going on! We haven't received word.

“Oh I doubt the battle is still being fought. But something else is happening, something only I may be able to stop! Now are you going to get my chariot or are you going to make me walk?” She finished glaring at the lieutenant.

“Wait here, we'll only be a moment.” He said then he and one other guard rushed off.

When they were gone Twilight just looked south toward the horizon. “Midnight, you have to overcome this...” she whispered softly.


Wind watched as the Frozen Empire's army was consumed by the chaos Midnight had unleashed feeling as though an iron fist were clenched around his heart. He could feel Midnight's pain; somehow he knew exactly what was tearing at her heart. Tears began to fill his eyes. He couldn't stand by when Midnight was in such pain.

He launched himself into the air flying toward the chaos.

“Wind!” Sky exclaimed chasing after him.

“She needs us, Sky!” He shouted back not even slowing.

“I'm right behind you!”

Together they sped toward the chaos. Pieces of ground and boulders ranging from pony size to the size of houses circled through the air ahead of them. But not all were circling in the same direction. A thunderous crash rang through the air as two enormous boulders collided, shattering, the pieces thrown into new orbits. Somewhere in the middle of all of it, Midnight was in pain.

“We have to get in there...” Wind shouted over the noise as they drew close.

Sky sped past him. “Stay close and try to follow me!”

“Got it!” He shouted knowing she was the far more agile flier and followed her in. Within moments he was struggling to keep up. They dove under a boulder the size of a small room and immediately had to climb over a particularly dense cluster of smaller rocks. One clipped the tip of his wing painfully throwing him off and he nearly collided with another larger stone if Sky hadn't caught him.

“I said follow me!” She shouted over the noise. “Use the bigger ones to push off of if you need to!”

He nodded and she headed further in, weaving through the debris with ease. Wind again tried to follow, but still he was struggling. Sky dove under another large stone, but Wind didn't think he could make it. Instead he rolled upside-down and planted his hooves against the stone, pushing off of it as Sky had suggested. Then he lost track of Sky.

Cursing under his breath he continued on, staying close to the larger boulders, using them as shields. He twisted around another and his eyes widened as he saw a second enormous boulder was just about to smash into the one he was flying past with him in between. He put on a burst of speed getting clear just in time as he heard a bone jarring crack behind him, then he turned back toward where he knew Midnight would be, where he could feel her.

Finally he reached the eye of the storm and there, in the center was Midnight, eyes glowing pure white and surrounded by a magical aura the likes of which he'd never seen before. She was screaming in anguish. A flash of icy blue to his right and he saw Sky fly into the clear area as well. She looked relieved when she spotted him, but he hardly noticed. His attention was on Midnight alone. He had to reach her.

Without thinking he dove toward her. “Midnight!” He cried, then he touched the magic surrounding her. A shock ran through his body at the touch and he felt himself thrown backwards out of control. Suddenly Sky was there, catching him and stopping him from being thrown into the debris field once more.

Shaking off the effects, he dove back down to her, getting as close as he could without touching the aura. “Midnight please, you have to stop this!” he cried trying to be heard over her screams and the chaos surrounding them. She didn't seem to hear, she just continued to scream, her legs and wings outstretched, held up by her magic.

Sky hovered just behind him as he tried to think of what he could say, what he could do to snap her out of it. Tears filled his eyes. “Midnight, please, stop this... Come back to us! We love you, Midnight!” He paused for a moment and then spoke three words that at that moment he knew to be true. “I love you.”

Midnight's screams stopped in an instant as her aura vanished and she twisted around in the air to look up at him with an expression of disbelief. But at the same time there was a glimmer of hope there as well. Then her eyes rolled back, she went limp, and everything began to fall.

Wind dove after her as tons of debris began to crash down around them; he wasn't about to lose her now. He had to reach her. He loved her.


Luna's gasp made Celestia raise her eyes again to find the debris raised by Midnight's chaos was crashing down to the ground once more. Had something gotten through to Midnight? She wondered and was almost immediately answered by a loud boom that echoed through the canyon and a rainbow shock-wave scattered the debris as a silvery blue contrail erupted from the side of the tons of falling stone.

A second far less defined trail soon followed as both turned toward them.

“Wind and Sky,” Luna said softly with untold relief. “They got through to her...”

Celestia lowered her eyes. “Thank the powers that be,” she breathed knowing just how her sister felt.

As fast as he was, it wasn't long before Wind reached them and they saw he carried Midnight unconscious in his hooves.

“Take her to her tent in the camp; I'll send medics there immediately,” Celestia told him as he paused but didn't land. He nodded tersely and sped off without a word or show of respect. It was quite clear he was angry with her. That was secondary on Celestia's mind however. What really caught her attention in that brief moment was Midnight Star's cutie mark. It had appeared to be shifting, changing, darkness encroaching in from the edges, changing the star back to the black that it had once been.

Chapter 21: The Other

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Midnight Star: The Frozen Empire
By Nebula Star

Part 3: Equestria at War
Chapter 21: The Other

Celestia paused outside of Midnight's tent feeling uncertain. It was just before sunset on the evening the day after the battle and Midnight still hadn't waken. She'd avoided coming here most of the day, occupying herself dealing with the aftermath of the battle instead.

What remained of the Frozen Empire's army had surrendered and were currently under guard in the flat-lands below the pass. They'd allowed themselves to be placed under a magic suppression field and had surrendered their weapons so they were little threat now. But they still presented a problem in what to do with them.

She had also overseen the gruesome task of recovering their dead; both from the battlefield as well as from the ruble of the rock-slides. She didn't have an exact count yet, but the loses on their side were likely near a thousand; not nearly as bad as it could have been, but still a terrible loss that pained her deeply. Even so, she had preferred those tasks to what she faced now.

She sighed, knowing she couldn't avoid Midnight and those who cared about her forever. Reluctantly, she entered the tent.

As large as the tent was, there were still enough ponies inside to make it feel a little crowded. To one side was Luna standing and watching in silence. Not far from her were Valor Spellbound and Rainbow Dash, who were resting, lying side by side and talking softly, sometimes glancing toward Midnight. Opposite them was none other than Chrysalis. The changeling queen look rather out of place among them but she shared the concern the rest of them felt for Midnight. Finally, surrounding Midnight who laid on a low bed, still unconscious, were two pegasi and an earth pony that Celestia recognized as Midnight's closest friends.

Wind was lying by Midnight's side, his wing stretched over her, holding her protectively. While Copper and Sky laid side by side watching over her. As she watched, Sky nuzzled Copper's neck seeking comfort.

Celestia watched for a moment, feeling the guilt she'd been avoiding for more than a day now, the guilt of what she'd manipulated Midnight into doing, as well as for what she may have to do now.

“Has there been any change?” Celestia asked her sister softly as she stepped to Luna's side.

Luna shook her head. “Her cutie mark continues to shift and change, sometimes becoming more black, sometimes almost returning to the silver.”

Celestia nodded and watched Midnight for a few moments in silence. “She struggles to hang on to her identity,” she said softly and Luna nodded in agreement. Then Celestia looked down regretfully. “If the star goes completely black, then we will have no choice but to banish her before she wakes.”


Celestia looked up startled to find Wind Blade had leaped between her and Midnight and was glaring at her with such fury as she had not seen directed at her in years.

“I won't let you do that to her!” He growled and it was clear that he didn't care that she was the princess of the sun and an alicorn, he would still try to stop her and Celestia felt that with his determination alone he might just succeed.

“Wind, you don't know what the black star means, who she was before...” Celestia tried to calm him.

“I know exactly who she was! I know she's from another world, that she was a tyrant there and that she tried to kill you! She told us everything!” He shouted back. “That's not who she is anymore!” Celestia stood stunned, unable to get a word in as Wind continued shouting. “She's changed! AND I WON'T LET YOU PUNISH HER FOR SOMETHING YOU DID TO HER!”

Celestia was speechless, how many years had it been since anypony that wasn't another alicorn had had the courage to speak to her in such a manner? It was clear this young stallion would do anything to protect Midnight from further harm.

“Wind...” Sky said in a soft calming voice. With one last glare, he turned away from the princesses and returned to Midnight's side.

“It doesn't matter anyway because it won't come to that. Midnight won't fall to the darkness; she's too strong for that.” He declared and then laid down by Midnight's side once more, wrapping his wing around her.

“He's right,” Luna said softly. “We have no right to pass judgment on her now after what we asked of her.”

“But Luna, you know what she's capable of, the damage she could cause,” Celestia objected but her younger sister merely looked her in the eye.

“We have no right, Celestia.” She repeated firmly and Celestia understood. Even Luna would stand against her in this. She could only hope that Midnight would pull through on her own.


It had been a long and tiring flight riding in a chariot the entire way. Twilight usually preferred to fly herself, unfortunately her wing was still at least a week from being strong enough to fly again. But they'd finally arrived. Twilight wasted no time in jumping down from her chariot and didn't even wait for her guards to unhitch themselves before she was rushing toward the camp.

“Princess Twilight!” A young lieutenant said in surprise and immediately bowed.

“Take me to Midnight Star,” she told him shortly.

He nodded. “Uh, yes, of course,” he stammered. “The general's tent is this way.”

It didn't take long to reach Midnight's tent. There she found Celestia standing just outside, looking up at the moon. She was so deep in thought that she didn't even notice Twilight until she was only a couple of steps away.

“Twilight!” She gasped in surprise seeing her. A flicker of guilt in her eyes was all Twilight needed to confirm what she'd been afraid of. She had been at least in part responsible for what had happened.

“Where is my daughter?” Twilight demanded, her voice cold.

Celestia averted her eyes. “Twilight, I...”

“Where is she!?”

“In here, Twilight,” another voice she recognized answered from within the tent. Twilight stepped past Celestia and entered the tent. Midnight was there, lying on a low bed next to Wind, with Sky and Copper lying nearby. “She hasn't waken since the battle,” Wind told her softly looking down at Midnight.

Twilight watched Midnight for a moment worry filling her heart. She was only vaguely aware of the others in the tent as well as when Celestia entered. But then there was one thing she wanted to know. “What happened?”

“We... I asked too much of her,” Celestia answered, regret clear in her voice.

“What did you do?”

Celestia lowered her eyes, and in a soft voice explained not keeping anything back. When she was done, Twilight was glaring at her.

“You mean you put the entire battle on Midnight's shoulders? Even after she told you she was afraid of losing control?!”

“Yes.” She admitted. “Ponies were dying. And those that weren't were being forced to do things they'd never forget. I thought that... it would be the best way to end the battle.”

“By sacrificing Midnight!?”

“I was going to help her through the repercussions. I just... Twilight, I'm sorry.”

Twilight glared at her a few moments more going through everything she'd said. “Why didn't you do it yourself?”

“I couldn't,” she said looking down. “I couldn't have done what Midnight did.”

“But you could have fought!” Twilight growled through clenched teeth. “You could have done something!”

She shook her head. “Nothing else we could have done would have ended the battle so quickly. I just wanted to stop the suffering.”

“So you push it all onto one mare's shoulders?”

“Twi...” Rainbow Dash put a hoof on her shoulder. Twilight looked at her seeing for the first time how haggard she looked with bloodstains in her mane that she hadn't been able to wash out and the haunted look in her eyes. “Celestia was just trying to protect as many as she could. I... I've killed other ponies, Twi, I... She was just trying to save us from more pain.”

Twilight's eyes softened. “But it wasn't right to push it all on Midnight. I know it must be hard, but that's why the burden should be shared, not forced onto one.”

Slowly Rainbow nodded understanding. “I don't think Celestia forced her, though.”

Twilight looked over at Celestia, still angry. “Probably not, but she also knew that Midnight wouldn't refuse if she asked.”

Celestia just lowered her eyes, confirming Twilight's accusation. Twilight glared at her a moment more then spun around to face Chrysalis. “And you! What are you even doing here!?”

Chrysalis seemed surprised to be the target of Twilight's ire so suddenly but her eyes narrowed quickly in anger. “My changelings and I fought and died alongside your precious ponies to win this battle...”

Twilight waved a hoof dismissively. “I'm aware of the alliance and all that; I meant what are you doing here, in this tent?”

“Can I not be concerned for Midnight Star? She is the first pony to show me kindness knowing what I am in a very long time. She has already done more to repair the damage caused by my own stupid mistakes than I had ever hoped.”

“Really?” Twilight asked in surprise

Chrysalis just nodded.

“Well then, I'm sorry for snapping at you, and thank you for being concerned for my daughter.” Twilight said sincerely. “And I assure you, if anything were to happen to Midnight; I would honor the agreement she has made with you myself.”

Chrysalis looked slightly surprised then and nodded. “Thank you. Let us hope it doesn't come to that.”

Twilight gave a slight nod in agreement then finally went to her daughter's side. “How is she?” She asked softly.

“She won't wake. Her cutie mark keeps shifting, changing back and forth between black and silver.” Wind answered, deep worry clear in his voice. She looked over at him, seeing the pain and fear in his eyes and slowly smiled. She'd suspected for some time that he and Midnight were becoming more than just friends. “Is there anything you can do?”

Twilight sighed heavily. “I don't know, but I have a few ideas,” she said then leaned down close to Midnight so their foreheads almost touched.

Though her horn was broken and would take months to regrow, Twilight could still sense magic and she focused her senses on Midnight now. What she found was as she'd expected. There were two sides to Midnight's magic; one made up of harmony, the other mostly chaos, and they were at war inside of her.

“She's fighting to remember who she is now...”

Wind looked up at her. “But back in the Everfree, she chose harmony...”

Twilight shook her head. “She came to understand harmony, true, and she found a balance for a time, but that balance has been shattered. We have to guide her in piecing it back together.”

“How?” He asked desperate to help.

Twilight put a hoof on his shoulder. “Talk to her, remind her how much you care about her, how much you love her. Tell her how much you want her back.” She looked up at Sky and Copper. “You too. We all need to let her know that we still love her and we want her back.”

They nodded and moved in closer as Twilight laid down as well, Then Wind pulled Midnight into his hooves, holding her gently. “Midnight, please, come back to us,” he whispered softly. “Come back to me. I love you, Midnight.”


There was nothing.

No. that's not true, I am here. But what is I? I is me, but then what is me? That's not right... What... what am I?

A pony... yes that's right. I am a pony, a mare. I'm a... a unicorn... no I was a unicorn, but what am I now? An alicorn? Yes, that's right. I had a name... Midnight? That's it Midnight Star... But, who am I?

I have a mother. She's an alicorn too. Twilight! That's her name. She raised me my entire life... but I don't remember anything before I was eight years old...

Bit by bit Midnight remembered the details about herself, piecing together her identity and as she did she began to take shape in the void. Finally, after what seemed an eternity she had managed to bring herself back together enough that she found herself with a body once more floating in the blackness. She looked around, but there was nothing to see. “Where am I?” she spoke into the void.

“Midnight, please, come back to us.”

Midnight turned toward the sound, she knew that voice. But who was it? Wind? Yes; Wind Blade, that's his name.

“Come back to me, I love you Midnight.”

Midnight felt warmth flood through her entire being. Wind loves me?

Another voice joined the first, Sky, and then Copper as well expressing how much they cared for her, calling her back to them.

Then another voice spoke. “Midnight, darling, please don't leave us. Just come home. You can always come home. I will always love you.”

“Mom...” Midnight breathed recognizing the voice. She looked up toward where the voices were coming from and saw a light shining in the darkness. She wasn't sure how, but she reached for the light and felt herself moving toward it. She knew the light would lead back to her mother, to her friends, to Wind... She just had to reach it.


The word seemed to echo painfully through the emptiness. And suddenly another figure appeared in front of her, blocking her way. She was a unicorn, with a ragged mane and tail, any more detail Midnight couldn't see as she was silhouetted by the light that she was preventing her from reaching. Only her eyes shone with anger in the darkness.

“Who are you? Why are you stopping me?” Midnight asked softly. “They're calling for me, can't you here it? They want me back.”

The unicorn's eyes narrowed and her entire body seemed to be trembling with barely contained rage. “Who am I?” She repeated in a dangerous hiss. “Who am I!?” She threw her hooves out to her sides.





Each line was punctuated with a wave of pure anger that threatened to tear her fragile, pieced together existence apart. But no more than the realization that hit her in that moment. A realization that nearly shattered her in an instant. The other Midnight was right.

She had access to all their memories, it was true. But she had never lived through them. She wasn't the one that had been born, that had been given the name Midnight Star. She wasn't the one that had grown up in that horrible world, she didn't know what it was like to truly live through the pain of those memories. She hadn't even existed then.

“But... then what am I?” She asked softly.

“You are nothing! Nothing but a collection of memories that should have been mine!” The other Midnight shouted back, more waves of her anger washing over Midnight, threatening to sweep her away into the nothing once more.

Midnight lowered her eyes sadly, “What are you going to do?”

“What do you think!? I'm going to take back my body! Take back my life! Take back everything that should have been mine!”

“But what about me? Don't I deserve to exist?” She asked looking up at her with pleading eyes.

“No!” The other Midnight screamed but as she went on her voice faltered slightly. “No... I... It's my life! It was meant for me!”

Midnight looked down again. “But... if you go back there without me, they'll know something is wrong, they... they'll be afraid of you. They might even banish you.”

“Your life was meant for me!” She cried.

“But you won't have my life. Even if you can convince them you've changed, you're still not me. They... they'll blame you for taking me away. I don't think Twilight would ever forgive you for that.”

The other Midnight glared down at her a few moments more tremors running through her body. Suddenly Midnight realized there were tears in her eyes and at that moment the other Midnight collapsed to the non-existent ground, hung her head down, sitting on her haunches as she began to cry.

Midnight watched for a moment stunned. Then the other Midnight looked up at her once more

“Why!?” She cried. “Why can't I be happy!? Why won't they let me?”

Slowly Midnight approached her. This was not what she'd expected. This Midnight wasn't what she'd thought at all. “All this time, I've been thinking of you as my darker side; the evil within my heart,” she said softly then reached out and gently touched the other Midnight's shoulder. She looked up at the touch, tears in her eyes. “You're not evil are you? Twilight removed the anger and hatred in your heart.” She nodded sadly and feeling ashamed Midnight went on. “But I've gone and made you angry again, haven't I?”

She sniffed loudly. “You took everything... I was the one that Twilight knew. I was the one that she wanted to help. Everything she did, she did for me. But then she went and locked away my memories, and I wasn't me anymore. How can a pony be the same pony without their memories?” She shook her head. “Instead she created you, and you got everything that she had meant for me, while I became nothing... not even a memory.”

“I'm sorry,” Midnight said softly.

She sniffed once more and looked away sadly. “They're calling you,” she said softly. “You're right, they'd only hate me if I came back. So... so you should go.”

Midnight didn't move. She knew that if she left now, that this other Midnight would never bother her again; she'd given up. But at the same time Midnight knew that it wasn't right. She knew that she'd be losing a part of herself if she left this Midnight behind. There had to be another way. “What if you came back with me?”

The other Midnight looked up at her surprised and hopeful at the same time and Midnight smiled to show she meant it.

“I'd still be there so nopony would worry. Then we could enjoy our life together. We can both be happy.”

The other Midnight stared up at her seeming to think that this was too good to be true. “You... you'd let me come with you, even after all I've done to you? The trouble I've caused?”

She nodded. “You had every right to be angry with me. I promise, I'll never try to shut you out again. We'll share our life, every moment from now on.” She smiled. “We may be separate in many ways, but we're still a part of each other. Don't you think it's about time we accepted each other.

Slowly she began to smile. “You... you'll have to let me be in control sometimes; you have to let me live too, not just watch.”

“Of course,” She said then sat back, “I promise. Cross my heart and hope to fly, stick a cupcake in my eye,” she said making the appropriate hoof gestures. “Will you promise me as well?”

She nodded eagerly. “I promise, I'll never try to shut you out and that we'll always share our life with each other. Cross my heart and hope to fly, stick a cupcake in my eye.”

Midnight smiled at her other side. “You know, even made here, I bet Pinkie will know and hold us to those promises.”

The other Midnight grinned back, then jumped up, throwing her hooves around Midnight's neck in a tight embrace. “Thank you.”

Midnight hugged her back smiling. “We probably should try to keep this a secret though.”

She laughed pulling out of the embrace. “Yeah, probably, or they'll thing we've gone crazy.”

“Well haven't we?”

“Perhaps a little.”

Midnight laughed and pat her shoulder. “What about you?”

She shrugged. “I'm not as bad as I was; I might be a little different still...”

“Just enough to make life interesting?” Midnight asked.


“Sounds good to me.” Midnight smiled once more then stood. “So, what do you say we go home?”

She smiled happily and nodded. “Thanks... Midi.”

Midnight put a wing around her as the both turned toward the light and began to move toward it together. “You're welcome, Midnight.” She said, then blinding light filled their vision.

Chapter 22: Aftermath

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Midnight Star: The Frozen Empire
By Nebula Star

Part 3: Equestria at War
Chapter 22: Aftermath

“Something's happening!” Wind said excitedly as Midnight's cutie mark began to glow. Brighter and brighter it shone until everypony present was forced to shield their eyes or look away. Then the light faded again. Wind looked to see what had happened and froze. The star was no longer shifting and changing, but it wasn't all silver, nor was it black; but instead it was black on the outside edges of the star with silver in the center.

“What does it mean?” Wind gasped looking up at Twilight.

She just shook her head at a loss for an answer. But then their attention was drawn back to Midnight as she began to stir.


Midnight slowly regained consciousness. The first thing she became aware of was that she was on her side, then she became aware that she was being held in somepony's hooves. Slowly she opened her eyes and twisted around to look up at who it was.

Wind looked back into her eyes, concern hope and fear filling his own, as if he wasn't sure she was still the same pony. Tears were running down his cheeks.

She reached up and gently wiped one away. “What's this?” She asked softly, smiling up at him. “It's not like you to cry, Wind.”

He broke into the biggest grin she'd ever seen as new tears of relief came to his eyes. Then he did something Midnight was not expecting. He pulled her to him, locked his lips with hers and kissed her in a way she'd never been kissed before.

Her eyes went wide at first, but then she relaxed, held in his hooves and returned the kiss with equal passion. By the time the kiss ended her heart was racing.

Wow, he really likes us, doesn't he. I never thought I'd enjoy being kissed like that, but now I'm thinking we should try a few other things with him that I didn't think I'd enjoy...

Midnight blushed as she looked up at Wind, glad that only she could hear the commentary from her other side.

He grinned back down at her, not caring about the tears pouring from his eyes. “Welcome back Midnight.”

She smiled. It was then that she realized they weren't alone and her eyes widened as she realized who else was present. “Mom!” She exclaimed seeing Twilight sitting only a couple of feet away, watching them and smiling. Midnight glanced up at Wind then back to her mom and slowly grinned, thoroughly embarrassed.

Twilight just smiled. “It's alright, Midnight. I've expected this for some time...”

Midnight looked up at Wind again and blushed, realizing what her mom was implying; but even as she did, she knew that Twilight was right. Then she rolled out of Wind's hooves, she felt weak, but pushed herself up anyway. Leaning close, Twilight pulled her into an embrace.

“I was worried,” she said softly as she held Midnight tightly in her hooves.

“Sorry... I'm alright now,” Midnight said just as softly, embracing her mother for a few moments more. Finally Twilight gave her one last nuzzle, then released her smiling.

Suddenly she glanced over her shoulder as if she'd just remembered something. “Oh! here, you must be thirsty!” She said getting up and going to the desk where Midnight saw a pitcher and glass set out on a tray. Twilight was just trying to pick up the tray awkwardly with her hooves when Midnight smiled and levitated the pitcher herself.

“I've got it, mom. Thanks.” She said as she filled the glass then levitated it over so she could drink. She had been quite thirsty.

Twilight sighed. “You have no idea how frustrating it's been for me this last week without my magic,” she said smiling ruefully.

Midnight smiled as well then, finished with her drink, turned to her other friends, Copper and Sky. Without hesitation she embraced them both, one fore-hoof and wing around each of them. “Thanks for helping call me back.” She whispered softly. “I'm glad you're both alright.”

Copper grinned, unable to return the embrace; he needed his good fore-hoof to support him and the other was now in a full cast. “Well, mostly... And I was supposed to be the safest one,” he said with irony then frowned as he was reminded what had happened. He quickly recovered though and was smiling again as Midnight ended the embrace.

“It's good to see you're alright, Midnight.”

She looked over toward the voice and saw Rainbow smiling at her with one of her wings around her husband. “Thanks, Rainbow.”

“But what the hay is with your cutie mark?” Rainbow asked bluntly.

Midnight blinked. “What about my cutie mark?”

“It changed.” She said then smirked. “And without Twilight doing any crazy experiments.”

“It changed?” Midnight repeated, twisting around to look. “Wow... look at that.”

Heh, it's half mine, half yours.

“Do you know what it means?” Twilight asked curiously and with a hint of concern.

Midnight smiled then realizing how right her other side was. “I've accepted my past,” she told them smiling. “Before I was trying to push it away, separate myself from it... I shouldn't have. After all, my past is part of who I am.”

Twilight smiled. “I suppose you're right. We're all a product of our experiences after all.”

Midnight nodded in agreement then noticed a dark figure in one corner of the tent. “Chrysalis, what are you doing way over there?” Midnight asked with a grin.

She rolled her eyes. “Most the rest of your friends aren't exactly comfortable with my presence here.”

“Well, I don't know about that.” Sky shrugged. “Most of us never met a changeling before the last few days. I mean, commander Sallis was the first changeling I ever spoke to and she seems decent enough. I'd be willing to give you a chance; Midnight seems to trust you anyway.”

“As much as I'd like to believe you, I know very well that even if you've never met any changelings you have heard stories about us from Canterlot.” She shook her head. “I can sense emotions; I can tell when somepony is uncomfortable.”

Midnight gave her a wry grin. “Nopony can get use to you if you don't give them a chance.”

Finally she smiled. “Perhaps you are right,” she said then inclined her head toward Midnight. “It's good to see you're alright, Midnight Star.”

“Thanks,” she said then looked toward the last two ponies in the tent and her smile withered. Setting her jaw, Midnight climbed to her hooves and went to face the royal sisters. Luna was the first to speak.

“Midnight, please forgive us. We should never have asked you to fight the battle for us.” She said sincerely, her head down in shame. Midnight let the silence hang for a few moments, glaring at Celestia especially.

“No you shouldn't have, and I didn't do it for you!” She told them angrily.

Luna nodded understanding while Celestia flinched slightly then nodded as well.

“Midnight, we'll do whatever we can to help you,” Celestia told her. “I promise.”

Midnight knew what she meant. She had her friends support after all and while that had been enough to bring her back to herself; she wasn't so naïve as to believe that the rest of those that had witnessed her battle would be comfortable around her for some time. There would be speculation about her she knew. Ponies would want to know more about her. Perhaps it was time to tell them. If they're going to fear me anyway, then they might as well know everything! She was so tired of hiding who she was.

“I want to address our forces; I want to tell them the truth about everything. Who I am, where I'm from, how I got here, everything. And when we get back I want to make the announcement in Canterlot as well for everypony to hear.”

Celestia and Luna both looked surprised and exchanged glances. They weren't the only one's either.

“Midnight!? Are you sure about this?” Twilight said rushing to her side.

She nodded resolutely. “I'm not going to hide who I am anymore.”

Celestia reluctantly nodded. “I see. Very well then, I will arrange it. Is there anything else you'd like? Or anything you want to say?”

“Yes,” Midnight said with a determined look in her eyes. “I resign as general and I am never taking orders from either of you again! And if that means I have to renounce my citizenship in Equestria, then so be it.”

“Midnight!” Twilight exclaimed in shock while Celestia and Luna both looked up in surprise. But then Luna held up a hoof seeming to understand.

“That won't be necessary, Midnight. Celestia and I have no right to ever ask anything of you again anyway. You don't have to renounce your citizenship.”

Celestia looked at her sister a moment looking slightly surprised, but seemed to realize she was right. “Yes, you may keep your citizenship.”

She nodded. Truthfully she was relieved, she didn't really want to make herself an outlaw. “Alright, but I'm still resigning as general.”

“Very well,” Celestia agreed, then slowly looked up into Midnight's eyes. “I am glad that you are alright, Midnight.”

Midnight sighed. “Thanks.”

A silence fell over the tent then that lasted for several long moments before Celestia finally spoke again. “Well, it is late, and we should let you get some rest. I'll make arrangements for you to address our ponies tomorrow morning.”

“Yeah, we should probably let you rest. Not that you weren't just lying there all day or anything.” Sky said sarcastically.

Midnight smiled. “It wasn't exactly restful...”

“Alright, you heard her, Everypony out!” Sky said helping Copper up and making shooing gestures with one wing.

The princesses each gave Midnight one last respectful nod before leaving, followed by Chrysalis who did the same before calling out to the princesses. “Princess Celestia, there is a matter I wish to discuss before my changelings and I depart...”

Midnight looked after them a little worried about just Chrysalis speaking with the princesses alone but decided that she'd just have to trust them to be civil. She was already feeling dead on her hooves; she needed some real sleep.

“Night, Midnight, Twilight.” Rainbow said as she and Valor turned to leave as well. “I'm glad you're alright, kid, we really were worried about you.”

Midnight smiled and nodded in thanks.

“Good Night, Midnight,” Valor said respectfully. “Good night, princess Twilight. I'll gather your guard together in the morning. For now, Midnight's guard can stay in place.”

Twilight nodded. “That will be fine, Valor.”

“Well we'll be going too.” Sky said and Copper nodded.

“Night, Midnight. We'll see you in the morning,” Copper said smiling, then limping and leaning heavily on Sky, they made their way to the door.

“Come on, Wind. You can't spend the night,” Sky called over her shoulder.

Midnight turned to Wind then, and smiled up at him as he stepped close. Then he reached down for a kiss. Midnight eagerly kissed him in return. It wasn't as passionate as the kiss they'd shared when she'd first woken up, but it was still enough to get her heart racing again despite her fatigue that was rapidly overcoming her. Then he nuzzled her neck briefly. “Rest well, Midnight. I love you.”

Midnight nuzzled his neck in turn. “I love you too, Wind,” she said feeling her heart flutter. Then, giving her one last smile, he left after the others.

Midnight just stood for a few moments staring after him, the memory of the feel of his lips against hers fresh in her mind.

“So, when's the wedding?”

Midnight blushed realizing she wasn't quite alone and turned to her mother. “Mom! He hasn't even proposed!”

Twilight just smiled and wrapped her hooves around her in a loving embrace. “I'm happy for you, Midnight. And I'm glad you came back to us.”

“Thanks, mom, for calling me back,” Midnight said softly, holding to her a few moments more, then stepped back again. “So I guess you're staying here tonight?”

Twilight shrugged with a smile. “Well it looks like I'll have to.”

Midnight yawned feeling exhaustion starting to overcome her. “Alright then. You can have the bed.”

“Oh no, You're not giving me your bed, Midnight! You need your rest more than I do!” Twilight objected.

“I'm fine, mom. Don't worry,” Midnight said as she piled up all the cushions in the tent into a makeshift bed.

“I'm not taking your bed, Midnight. I'll be fine on the floor.” Twilight insisted, moving toward the makeshift bed herself. The next instant she found herself enveloped in magic as she was lifted in the air and placed firmly on the bed. Then the bed spread wrapped around her tightly holding her down. “Midnight!”

“Mom, I'm fine, really,” Midnight said as she laid down on the pile of cushions then grinned up at her. “Besides, it's not like that bed is all that comfortable anyway.”

Twilight let out a small laugh. “I guess that's true,” she said as Midnight used her magic to put out the lamps around the tent, plunging them into darkness. Giving up on the argument she laid her head down, realizing just how tired she was. “Good night, Midnight,” she said, already starting to doze.

“Sleep well, Sparkles.”

As tired as Twilight was, she never realized the significance of what she'd heard.


“So, what is it you wish to discuss?” Celestia asked. They had moved to the nearby command tent and left their guard outside, casting a sound barrier so that she and Luna could speak with Chrysalis in private.

“I know that you have kept three of my changelings imprisoned since the invasion of Canterlot,” Chrysalis said simply.

Celestia was taken back, but nodded. They had captured three badly injured changelings shortly after the attempted invasion; two female and one male. “I assure you we have treated them well,” she said quickly.

Chrysalis made a dismissive gesture. “Captain Variss informed you of the telepathic link I have with all my changelings, didn't he? I know they have been treated well. I do thank you for that. But they are still your prisoners. In the interest of peace, I ask that they be released.”

Celestia nodded. “Of course. We will have them released as soon as we return to Canterlot. I'll even arrange for them to be given an escort home.”

“As to that, for now I intend on keeping the location of our hive a secret. My changelings can make their own way home once you release them,” Chrysalis told them.

Luna's eyes narrowed slightly. “Do you not trust us?”

“Whether or not I trust you is irrelevant. I do not trust the ponies of Equestria, not with the lives of my changelings, not yet,” Chrysalis told them.

“Queen Chrysalis, at some point you will need to trust us if negotiations for peace are to go forward. At the very least somepony will have to know where you are should we need to contact you,” Celestia said with a slightly admonishing tone.

“That will be Midnight Star. She has already agreed to act as an advocate for my changelings in Equestria, I will entrust her with my hive's location and allow her to inspect our hive, since I know you still have concerns about us imprisoning your ponies. What's more, if you will guarantee their safety, I will send an ambassador for communication purposes.”

Celestia sighed and reluctantly nodded. “That will do for now, but I hope you will come to trust us more in time.”

“Understand, Celestia; for longer than you've lived, our survival has depended on our secrecy. The location of our home being the greatest secret of all,” She explained. “I do trust you both, just not enough to give you that secret just yet. I also ask that you don't try to find us.”

“Very well. We will respect your wishes for the time being so long as you do give Midnight access to your entire hive.”

“I will,” she agreed with a nod.

“Then the changelings in our custody will be released upon our return to Canterlot,” Celestia assured her. “Now, if that is all you wished to discuss, it has been a long day and I'm sure we could all use some rest.”

Luna sighed. “Time to go to work...”

Chrysalis surprised them then by giving Luna a sympathetic smile. “I suspect soothing the dreams of your ponies will be a difficult task for some time,” she said then paused looking between them. “Celestia, Luna; Thank you. For giving me and my hive a second chance.”

Again her sincerity caught them off-guard.

“Just don't make us regret it,” Celestia said with more compassion than threat in her voice.

“I don't intend to.”


As Celestia had promised, Midnight stood before the gathered forces of Equestria the next morning. She then explained to them everything; who she was, where she was from, and what she'd once been. She explained how she'd come to their Equestria and how she'd been given a second chance. She also explained what had happened during the battle, how she had lost control for a time. When she was done, Celestia spoke briefly on her behalf as well as Twilight.

It was hard to tell what most thought about all she told them. It was clear that many, especially those few from Ponyville, were stunned by the revelation. Midnight just hoped that they wouldn't hold her past against her; that they'd believed her when she'd told them she wasn't that pony anymore.

It wasn't long after that that Celestia and Luna were to address the remainder of the Frozen Empire's army. Essentially being prisoners of war, they presented a problem. They could let them go, let them return to their home in the frozen empire, but there was no guarantee that they wouldn't attack Equestria again in the future. At the same time however they couldn't just imprison all of them. Besides the fact that neither Celestia, nor Luna would be so heartless; there weren't enough prisons in all of Equestria to hold them all.

In the end Luna had suggested that they set up a settlement where they would be allowed to live in relative freedom. They'd be confined to the settlement and under guard, but a far cry from being imprisoned. And in time, if they proved cooperative, they would offer them the chance to become citizens of Equestria.

This plan would only work, however, if they agreed to it and cooperated.

Celestia stepped up onto a ridge overlooking the Frozen Empire forces that had surrendered to them, Luna, Cadence, and Twilight by her side. “May I have your attention?” She called and nearly two thousand ice unicorns turned toward her. The windigos had all run during the chaos and had not returned.

“I am princess Celestia, of Equestria. I'm sure many of you are wondering what is going to happen to you now. What it is we will do with you as prisoners of war. The answer to that is, at least in part, up to you.”

She went on to outline the plan for them, what freedoms they would be aloud and what consequences they would face for betrayal as well as what the other options were; imprisonment in the overcrowded cells of prison camps. Possibly even the removal of their horns.

“So it is your choice. Cooperate peacefully, and we will allow you to begin anew here in Equestria. In time you may earn your freedom, and if you wish, even become citizens of this land. Or you can choose not to cooperate and your stay in this land will be far less pleasant. You will have three days to make your choice.”

Celestia stepped down leaving the ice unicorns murmuring softly to each other. Midnight, watching from further back wondered if the ice unicorns could let go of their hate. In truth she hoped they would. She hoped they'd find a better future here. Free of the frozen wasteland that had been their home, free of the windigos that had leached off of them for so long, and free of hate they had lived their lives by.

Let me talk to them...

Midnight blinked. 'Are you sure?'

Yes, please...

'Alright,' she told her other, then went to the princesses. “Is it alright if I say a few words to them?”

Celestia looked slightly surprised but nodded. “That would be fine, Midnight.”

“Thank you,” she said then stepped forward, up onto the ridge. 'We haven't done this yet... do you know how to take control?' Midnight asked as many of the ice unicorns looked up at her.

Yes, I've had practice... Just don't resist.

'I'll try not to.' She relaxed and the next instant she felt the other Midnight take control. It was a strange experience, she of course had the memories of being inside Twilight's head, but they were the other Midnight's memories, not her own. She found she still had access to all her senses, she could still see, hear, touch, and smell everything; but she no longer had control over her body as her other side was controlling it now.

“I know that many of you know my name by now, for those who don't, I am Midnight Star; alicorn of Equestria and adopted daughter of Princess Twilight Sparkle. By now many of you may have reason to fear or hate me, and likely the last thing you want is my advice. But, I urge you to take the princess' offer.

“Please, Let go of your hatred and your anger before it's too late! Don't let it consume you!” She lowered her head in shame. “I've been down that path; there is nothing but misery at its end.

“I know it's hard to let go, hard to believe you could be happy. I had forgotten what happiness was, and so when it was offered to me, I turned it away believing that I didn't want it.” She shook her head. “Please, don't make the same mistake I did! Take this chance! Let yourselves be happy!”

Midnight stood on the ridge a moment more looking out over the ice unicorns to see if her words had had any affect, but it was difficult to tell. Finally she turned and started back down the ridge to where the princess's were and as she did, she switched back control to her other side.

Midnight smiled. 'It really hurts you to see others being consumed by their hatred doesn't it...' She thought to her other side.

I was a fool to turn down Sparkle's offer the first time, I just don't want to see anypony else make the same mistake. They may not be so lucky as we were.

Twilight smiled as Midnight reached them and put a wing around her. “That was well spoken, Midnight.”

She smiled. “Thanks, mom.”

Sure, go right ahead and take credit for my words!


Epilogue: Sunrise Wedding

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Midnight Star: The Frozen Empire
By Nebula Star

Epilogue: Sunrise Wedding

Eight months later.

Midnight stood before a stand Mirror as she put the finishing touches on her mane, making sure every strand of hair was in place. She often didn't bother to hide her star-field mane anymore, but it could be distracting at times and she didn't want anything causing distractions today.

She was wearing an elegant dress of Rarity's design. Pale purple in color, it was trimmed with a deep red and bound about her middle with a sash of the same color which had been chosen to match her eyes as well as the stripe in her mane.

Focused though she was, she didn't fail to notice another pony enter the room, and slowly move up beside her, clearly trying not to make a sound. She smiled.

“You're going to have to be a lot stealthier than that if you want to surprise me, Wind,” she said then turned her head toward him... and found their snouts pressed together as he kissed her. Midnight was surprised, but melted into the kiss all the same, leaning against him as he put a wing around her holding her tightly against his side. Midnight was slightly out of breath when they finally ended the kiss.

Mmmm, we have time... Her other side said suggestively.

'No, we don't,' Midnight told her firmly. 'We're running late as it is and Wind always manages to mess up both our tail and mane...'

Oh come on, let's have a little fun!

'Sky would kill us,' She told her second then grinned up at Wind who was still holding her tightly against his side. “Okay, you surprised me.”

He grinned back and then gave her another quick kiss. “You ready to go?”

She nodded. “Yeah. And we'd better get going too; sis would kill us if we were late.”

Wind laughed. “Probably,” he said then gave her a squeeze before they turned and headed toward the door together. “You must be glad that it's almost over. Helping plan two weddings only two months apart...”

“Yeah well, this one wasn't nearly as stressful since I wasn't the bride!” She said with a grin. “I'm just glad Sky wanted a small simple wedding.”

“Well, after a certain daughter of a princess practically kept her wedding a secret, I think Sky would have felt bad wanting a big fancy wedding.”

“Our wedding, you mean?” Midnight said smiling as they stepped outside into the darkness of an early spring morning. Then she gave him one last kiss. “We'd better fly or we'll never make it.”

He nodded smiling then they both took off, flying at a gentle pace toward one of the many parks around Ponyville, this one near the edge of the Everfree. The other guests were already arriving despite it still being nearly an hour before sunrise.

“There you are!” Twilight said meeting them as they landed. “Cutting it a little close, you two!”

“Sorry, mom,” Wind said grinning.

She rolled her eyes. “Well, you better go take your places. I've arranged with Celestia to let me raise the sun this morning so that I can make sure the sunrise is right when they say their vows, but we should still try to make sure the sunrise is on time.”

Midnight nodded, then gave her a hug. “Thanks, mom. Sky will be thrilled.”

Twilight smiled as well. “I hope so. Unfortunately Celestia and Luna couldn't make it this morning, but Luna said she'd be at the reception tonight and Celestia said she'd try to make it for part as well.”

“Alright.” Midnight nodded then she and Wind went up to take their places as a part of the bride's family. The ceremony was to start in less than twenty minutes.

More guests continued to arrive including the rest of both Sky and Copper's families. One of the last to arrive was a yawning Rainbow Dash who flew in and landed with Scootaloo by her side, magically extended wings shinning brightly in the darkness. They both went to join Valor in the audience who had arrived even before Midnight and Wind.

Midnight smiled as she looked around at the family and close friends that made up the guests of Sky and Copper's wedding. Many of them had been at Her and Wind's wedding as well, only two months ago. They all knew the truth about her now, but none had held it against her, nor did any even seem nervous around her. They accepted her for who she was now, and didn't care who she'd once been.

With a content sigh, she leaned against her husband and waited for the ceremony to begin.


The ceremony had gone perfectly, and Midnight was sure she'd seen tears in Sky's eyes when the sun had risen just as she and Copper finished their vows. Of course, the ceremony itself was only the start of the festivities. Most the guests were treated to a celebration party that lasted the entire morning and afternoon, courtesy of Pinkie Pie of course, while the newlyweds snuck off for some time alone together before the reception.

The reception itself was in the same park as the Ceremony, but during the day a dance floor and sound system had been set up along with drink and food tables serving a wide variety of cuisines and desserts. Many other small tables were set up around the dance floor with plenty of seating for all the guests.

About halfway through the night Midnight found herself seated at one of the tables to rest from dancing with Wind by her side as well as Twilight, with Rainbow Dash and Valor sitting across from them.

“I'm surprised to see Princess Luna here,” Valor was saying, throwing a glance over toward where they could see the lunar princess talking rather animatedly with Pinkie Pie and Vinyl Scratch who were handling the music.

“Actually, Luna's taken a some time to get to know Sky; and Wind here as well.” Twilight told him and Wind nodded confirmation. “Apparently she was rather impressed by their bravery during the battle. Celestia was going to try and make it as well, but she did say she'd probably be late.”

“Well I hope she makes it, I actually need to talk to her,” Rainbow said glancing toward Canterlot.

“What about?” Twilight inquired curiously.

She glanced at Valor before answering. “I'm going to be standing down as captain of the Wonderbolts.”

Everypony at the table save Valor stared at her, jaws hanging open in shock.

“But, Rainbow, that was your dream!” Twilight gasped.

Rainbow smiled and leaned more against her husband. “I know, and I've lived my dream for years now.” She shrugged. “It's time I moved on. I mean, I'll still be part of the team; I just don't think I'll have time to continue as captain anymore... with a foal on the way an' all...” She blushed.

It took most of them a moment to register what Rainbow had said, but when they did, three pairs of eyes widened.

“Rainbow you're...?” Twilight started even as Midnight blurted out.

“You too!?” She hadn't meant to say it, it had just slipped out.

Valor raised a brow at Midnight's reaction even as Twilight turned her astonished look from her friend to her daughter. “Midnight... are you...” She gasped.

Midnight blushed. “I... I just found out a couple days ago. I'm already a month and a half in.” She told them softly.

“Really!” Twilight was beaming as Midnight nodded and she immediately threw her hooves around her daughter in a hug.

Rainbow grinned. “Already a month and a half in, huh? You two really got right on that didn't you, your wedding was only two months ago.”

Midnight blushed bright red as Twilight released her.

Twilight laughed. “Yeah, you sure did, didn't you.”

She just shrugged and snuggled closer against her husband.

Then Twilight turned back to Rainbow. “You, however, it's about time!”

It was Rainbow's turn to blush. “Well, you know, we always had our careers... I guess we figured it could wait.” She looked down then sadly. “But... after Midnight saved me in the battle, I got thinking, we can't take the future for granted... We may not get another chance.”

Valor put a hoof around her and held her comfortingly.

Twilight smiled understandingly as well. “Well congratulations, all of you!” She said then laughed a little as she realized she was at the table with four expecting parents. “I feel just a little out of place now.”

They laughed.

“I guess this means we'll be having our foals around the same time then.” Midnight said grinning across at Rainbow.

“Probably. I found out a couple weeks ago, so I'm a little further along, but pretty close...” Rainbow told her.

As the two future mothers began talking excitedly, Twilight sat back and listened realizing they were discussing an experience she had never had, a joy she'd never experienced. Deep down she began to wonder if she would ever find a special somepony of her own, if she would ever have the experience of bearing a foal. Would she even want to? Would she want to bear a foal knowing that she would likely outlive both the foal and its father?

She sighed pushing the thoughts out of her mind. Focusing instead on being happy for Midnight and Rainbow.

Preview: Midnight Star and the Father of Light

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Midnight Star and the Father of Light
By Nebula Star

Part 1: Darkness Rising
Chapter 1: The Crimson Stars of Midnight

Eighteen years after the war of the Frozen Empire.

Midnight Star stood in the entrance of the large cavern. The chamber before her was immense. Stalactites of varying size hung down from the high ceiling, many with the subtle colors of the minerals the water seeping down through the stone above had carried over countless years. Throughout most of the chamber the ceiling bound formations were mirrored by stalagmites. Smooth stone spires reaching up to catch the slow drops of water that had, for millennia, helped them to grow.

It would have been a beautiful cave, if it weren't for what had been built at its center.

The floor of the cave had been leveled with magic and etched into the floor with trenches the width of her hoof was a five pointed star with a pit at its center. It was a simple, but effective array for dark magic... but the array wasn't the worst of it. Laid out at each point of the star were seven ponies, each with their throats slit and their life blood left to bleed out into the trenches that formed the star, filling them with crimson before draining into the pit.

It was blood magic, one of the darkest forms of magic the world had ever seen. Magic that drew its power from spilling the blood of the innocent.

Thirty-five victims. As for the culprits...

Midnight faced the twelve unicorns, her star-field mane waving gently as she evaluated their strengths. They all seemed unusually strong but nothing extraordinary. There was something odd about their magic though, it almost sensed... rancid, as if something had corrupted it.

They had all been standing around the pit when she'd entered, but now six of them were approaching her and it was clear their intentions weren't friendly. Midnight's horn glowed and a sword formed in the air next to her. Darkened blue steel, the blade was covered with threatening red patterns matching her eyes in color.

The unicorns didn't seem to care. They continued to approach her, three of them drawing swords of their own from scabbards at their sides.

“You're too late,” one of the unicorns across the pit from her, likely their leader, said while the others continued to close in around Midnight. His accent was strange to her, definitely not Equestrian though he spoke their language. “The spell cannot be stopped. Not unless you kill every last one of us. For as long as one of us lives, the spell will continue to draw energy from them until it is completed.”

Midnight focused on the magic she could sense being cast, feeling out the spell, trying to discover its workings. It was definitely a powerful spell, and while a great deal of the energy for the spell was coming from the blood of their victims, the control spell itself was drawing energy from the unicorns. She wasn't sure if he was telling the truth; if it truly couldn't be stopped without killing them, but she could tell it wouldn't take much longer to complete and she didn't have time to figure out another way.

Midnight glanced at the dead ponies again. They were all citizens of nearby villages north of Las Pegasus; citizens of Equestria. Thirty-five; killed by twelve unicorns. Almost three each. More than enough to earn a death sentence as far as Midnight was concerned. She wouldn't even need to use her.

“You Equestrian princesses are so pathetic. You have such great power, but you're so reluctant; so desperate not to kill, that even though its the only way to stop us, you still can't do it.” The leader was saying with smug confidence. “Your soft-heartedness is why you are unfit to rule! It is why you will fail! Because you are unwilling to kill, the Father of Light will serve our master!”

Midnight didn't know who or what this 'Father of Light' was, but she didn't have time to worry about it. One of the unicorns with a sword was drawing close. Without any warning at all, Midnight's sword flashed through the air and a moment later there was the clatter of a sword falling to the ground, a sickening thud, and the sound of a body collapsing while the last beat of the unicorn's heart pumped a spray of blood into the air.

The cave fell silent. The eleven remaining unicorns staring stunned at Midnight as if they couldn't believe what they'd seen. Midnight brought her sword, which now had more red on it than before, back to a ready position and looked at the unicorn leader calmly. “You were saying?” He just stared back at her speechless while the others shifted nervously. Those that had been approaching her took a step or two back.

“You should have done a little more research on Equestria before causing trouble in my land,” Midnight told them coldly. “I am no princess. I am Equestria's defender, and I will do whatever it takes to protect this land and its ponies!” She shifted into a combat ready stance, forming a second sword as she did. “And unlike the princesses, I have spent the majority of the past eighteen years training myself for combat!”

The unicorn leader looked almost panicked as he realized his plan had backfired; that instead of ensuring the spell would succeed, he had merely provided a reason to kill them all. “Kill her!”

The five unicorns around her attacked immediately. The remaining two with swords leaped at her, while the other three lit their horns, casting deadly spells.

Midnight's mane and tail burst to life, spiraling out around her and the two sword wielding unicorns creating a shield wall that absorbed the spell attacks and hid Midnight from view for a few moments. When they shrank back to normal again, two more headless corpses were lying at Midnight's hooves.

Then Midnight leaped toward the other three that had attacked, casting three deadly spells as she did. Two of the three dodged to the sides, but the one in the center foolishly tried to block the spell with a shield spell. Midnight's spell wasn't even slowed by the unicorn's defense and the blast hit her dead center in the chest, sending her careening across the chamber with a smoking hole where her heart should have been.

The other two unicorns fared no better. While they had dodged her spells, they didn't have time to recover and dodge her swords that came at them from a different angle. The blades caught them both in their sides, running them through.

One of the remaining unicorn's leaped at her, twin swords drawn. She didn't have time to pull her swords free of the last two corpses. She just ended the spells, letting the swords dissolve back into energy as her mane lashed out. Manipulating the energy in her mane to make it solid was a simple matter for her and she used it to block the unicorn's swords while she spun in place and caught him in the chest with a hard buck. Her strength combined with his forward momentum resulted in an impact of lethal force. Bones shattered under her hooves and the unicorn was sent flying back across the cave to smash into one of the stalagmites.

Flashes of light all around her revealed the true purpose of the unicorn's attack; it had been a distraction. The remaining five had used the opportunity to teleport into position around her. Their horns glowed brightly as they cast their spells.

Midnight could sense their strength and while she knew she may be able to block all their spells at once, she didn't want to risk it. There was only one other option. Her mane and tail engulfed her as she became a cloud pure energy and surged up toward the ceiling of the cave. The unicorn's attacks crossed through the air below her as she spread her cloud across the ceiling among the stalactites.

With only the dim mage lights that the unicorns had used providing light, her cloud form practically disappeared in the shadows. Only the sparkling stars gave her away. But she'd recognized that as a disadvantage long ago and learned how to deal with it. Manipulating the energy of her cloud form the stars winked out, becoming points of pure black in the dark indigo cloud.

The unicorns looked around nervously, clearly unable to locate her visually. And with her energy spread evenly throughout the cloud, they couldn't sense were she was either. She watched as they turned their backs to each other and slowly backed into a tight circle, trying to watch the entire ceiling of the cave at once.

Their eyes turned upwards, they didn't notice the shadowy tendrils of indigo magic that flowed between their hooves into the center of the circle. Only the leader sensed her as she materialized in their midst. He spun to face her.

“Behind!” He shouted, but it was already too late for his subordinates. Midnight's mane lashed out, forming solid spears that pierced the four unicorns as easily as any sword.

Her mane became ethereal again and returned to its normal flowing form as the leader of the unicorns backed away, terror in his eyes. Midnight formed a new sword and advanced on him, forcing him to retreat until he tripped over one of his fallen subordinates. Desperately he tried to attack with magic, but his spells splashed harmlessly against Midnight's mane.

“It's a pity really,” Midnight said softly. “If you hadn't made your spell so that killing you was the only way to stop it, I might have shown you mercy...” She raised her sword. “But I can sense that not even you could stop the spell now. It's too bad... For your crimes against Equestria, I sentence you to death.” She closed her eyes for a brief moment. “You're just a memory,” she said, her voice soft and full of pain. That instant her sword flashed through the air, and the leader joined his subordinates on the cave floor.

Midnight sensed the dark magic fade from the cave as the last source of energy powering it faded away and sighed; relieved that the unicorn had been telling the truth about that at least. She didn't know what the spell would have done, but she didn't think it would have been good for Equestria.

You handled that well. I'm surprised you were able to stomach killing them. It was a voice she knew and not one that was heard, but that came from within.

'They had enough blood on their hooves; they deserved to die,' Midnight told her other side as she took a few moments to slow her breathing and calm her heart.

In the past you still would have asked me to handle such a situation though. You've grown stronger, Midi.


But you know, if you don't let me out to play in these situations, you're going to have to let me out more often at home!

Midnight sighed. Perhaps she should have let her other side handle the fight. Letting her have control when they were at home wasn't a problem. In fact, it was often entertaining watching her try to act normal in a peaceful setting. But she was better at handling situations where they were forced to do something they really didn't want to do. She always seemed to enjoy the challenge, even when she was forced to kill. It was her insanity that allowed her to enjoy a deadly struggle and not suffer the guilt of taking another's life.

That's not true. I do feel guilt for the lives I've taken. I just accept that it's a necessary sacrifice and don't let it bother me. Besides, it's nothing compared to everything else I've suffered.

A soft whimper, drew Midnight from her internal conversation as she spun toward the sound and froze. There, standing in the entrance of the cave, was a young Alicorn; barely old enough to be considered an adult. About the size of the average pony; her build was similar to Cadence's. Her coat was a pale purple, with a mane and tail that were a silvery blue-violet with stripes of silver and purple. And her eyes, that were currently looking upon her mother in horror, were bright silver.

Oh my... I'll just let you handle this. Her other side said, recognizing that this was going to be a truly awkward and delicate situation.

“Star Bright...” Midnight said softly.

“Mom... what are you doing!?” She gasped; clearly having seen at lest part of the fight. “You killed them! Why would you kill them!?”

Midnight took a deep breath, trying to think of what to say while casting a spell to clean her coat of the blood that had spattered across her body during the fight. “Star Bright, darling, come here.” She said gently, gesturing to her side.

Star Bright hesitated, looking around at the gruesome scene around Midnight. But finally she carefully, slowly, trotted to Midnight's side; using extra care to avoid stepping in any of the blood that was spreading across the floor.

When her daughter had reached her side; Midnight put her wing around her in a comforting embrace. “I didn't want you to find out like this...” She said softly, gently nuzzling her daughter.

“Find out what? Why would you do this?” She whimpered on the verge of tears. “Why would you kill them?”

“Because I had to, to protect Equestria.”


“They were evil ponies, Star Bright.” She said softly and gestured toward the array and the unicorn's victims. “They had killed those ponies to fuel their dark magic. Magic that they had made so that it could only be stopped by killing them. They forced my hoof.”

“But... to kill them...”

Midnight squeezed her gently feeling her daughter trembling under her wing. “You have a gentle heart, my little Star. That's why I never told you what I sometimes have to do to protect Equestria. I wanted to be sure you were ready.”

“But why did you have to kill them!?” She exclaimed sounding almost frantic.

“There was no other way,” Midnight told her sadly. “And it was no less than they deserved.” She nuzzled her again gently. “I'm sorry you had to find out this way... I'm sorry you had to witness it for yourself.”

“You... you've killed before?”

Midnight nodded sadly. “This was not the first time I've had to take lives in order to protect the land I care for and the ponies I love. And it will not be the last. But I do not kill lightly or without reason, my little Star.” She lowered her eyes. “And I never forget the lives I have taken.”

Star Bright looked up at her with tears in her eyes.

“Walk with me...” Midnight said softly then turned and gently guided her daughter toward the nearest of the unicorns she had slain; one of those she'd pierced with her mane. “I don't know his name... but I know his face, and it will never be forgotten,” she said softly and then cast a spell. A red image of the unicorn floated up into the air above the body. It hovered there for a moment, then condensed down into one bright point of red. Similar ghostly images formed above each of the unicorns she'd slain, becoming points of red light that then gathered together in front of them.

“One crimson star for each life I've taken,” Midnight said softly. Then her mane stretched out in front of them forming a large star-field with thousands of stars visible throughout. And as it did, many of the stars shifted, becoming crimson as well.

Star Bright gasped. There were hundreds of crimson stars in Midnight's mane, and as the twelve new stars joined the rest, they were almost lost in the sea of crimson.

“Why are there so many!?” Star Bright exclaimed, horrified at the hundreds of stars she saw, knowing now what they meant.

Midnight closed her eyes in pain as she knew her daughter was questioning everything she'd ever believed about her mother. “Do you know what I did during the war of the Frozen Empire?” She asked softly.

Star Bright looked up at her. “I heard that you... that you defeated their leader; that you won the battle for Equestria. That you were a hero.”

Midnight shook her head solemnly. “I killed their leader, Star Bright. But in order to do so, I had to get to him first,” she said softly then a large portion of the stars brightened. “These are those that stood in my way...” One-hundred-seventeen stars were lit. Midnight knew the number all too well. “But after I killed their leader, I was horrified at what I'd done. I... I lost control of my magic; and in the chaos that I caused, all of these lost their lives.” She said and the majority of the rest of the stars lit up brighter than the rest. Three-hundred-sixty-two; another number Midnight knew well.

“You lost control?” Star Bright whispered, terrified that her mother could have killed so many without even trying.

“Yes, I was in so much pain. I was afraid that what I'd done had cost me all I'd had; that I'd lost everything for a second time. The world seemed so cruel, I just wanted it all to stop. I wanted everything to end. I wanted to world to end.” She shook her head sadly remembering the turmoil of that moment so many years ago. “It was your father that finally brought me back to my senses; who stopped me.”

She looked up at Midnight then. “Dad stopped you?”

Midnight nodded. “It was his love. He still loved me despite all I'd done. He understood why I'd done it, that I was trying to protect those I cared for. And he understood the pain; the guilt I felt for taking so many lives.” She looked into her daughter's eyes. “There are no heroes in battle, Star Bright; only victims. There's those that lose their lives, and those that are forced to take lives.”

She gestured to the crimson stars. “I keep these to remind me of the lives I've taken so that I'll never forget; never lose that guilt. But I also know the pain of that guilt.

“That's why I dedicated myself to doing whatever is necessary to protect Equestria, even if it means I have to kill from time to time. I know that as long a I have the support of those I love, I can endure the pain so that nopony else has to.”

Star Bright lowered her eyes for a moment considering her mother's words, then reluctantly nodded. “I understand...” She said softly.

Midnight embraced her tightly and nuzzled her cheek. “I hope that you're never put in a situation where you're forced to kill to protect something you care about. But that time may come; and when it does, I hope you'll be ready to make that choice.”

She felt Star Bright tremble under her wing. It made her glad that her daughter found the thought of taking another pony's life so terrifying, but she knew that the day would come when she would have to make that choice. Star Bright was an alicorn, and so immortal like she was. So Midnight knew it was inevitable; eventually, it would happen.

“I've got to clean up this mess,” Midnight said finally, letting her mane return to its normal flowing form, the crimson stars becoming white like all the rest. “And I'll have to move the bodies of their victims to the entrance of the cave so that their loved ones can come claim them...”

“I'll help,” Star Bright said softly.

Midnight looked at her a moment then nodded. “Alright, can you levitate the victims' bodies out to the entrance of the cave? I'll take care of the unicorns responsible,” she said and levitated the twelve corpses at once.

Star Bright nodded, and immediately lifted two of the bodies in her own magic. Tears fell from her eyes as she carried them toward the entrance of the cave.

Midnight watched a moment, tears in her own eyes as well. Star Bright would still take some time to recover from the shock, but perhaps once they returned home and she had a chance to talk with her father and perhaps her friends about what she'd seen... maybe then she'd be alright.

Finally she turned and took the bodies of the unicorns into a back corner of the cave. There, after quickly searching them for any clue as to who they were, she incinerated the bodies until there was nothing but ash. They may have been murderers deserving of death; but she wasn't about to leave their bodies to rot.

When she was done, she returned to the main chamber of the cave and helped move the rest of the victims out to the entrance.

“I've got them,” Midnight told Star Bright as she levitated the last few of the victims. Star Bright nodded and let her take them.

“What was the spell suppose to do?” She asked instead, walking over to the edge of the pit that the victim's blood had been draining into.

“I don't know exactly,” Midnight admitted, “but it can't have been good.” She turned to take the last few bodies out of the cave. Then Star Bright gasped behind her.

Midnight spun around again, terrified something had happened to her daughter only to find Star Bright had lit her horn and was looking down into the pit, her eyes wide. “Mom! There's somepony down there!”

“What!?” Midnight exclaimed relieved that she was alright but surprise all the same. She hadn't sensed anypony else, was it another of their victims?

“I think he's still alive!” Star Bright shouted.

Setting down the victims' bodies, Midnight galloped over to Star Bright's side and looked down into the pit as well. There was a pony down there, a stallion with a white coat and golden mane and tail; at least what wasn't stained red by the pool of blood he was lying in. What really made Midnight's eyes widen however was that this was no normal stallion; he appeared taller and more elegant than any stallion she could recall. What was more, he possessed both wings and a horn. An alicorn. The first alicorn stallion Midnight had ever seen.

She reached out with her magic and carefully levitated the stallion out of the pit, then used the same spell she'd used to clean the blood from her own coat to clean his and gently set him down on a clean section of the cave floor.

He was breathing.

“What did they do to him?” Star Bright asked.

Midnight could only shake her head. “I don't know. It feels like they drained his magic almost completely. That must be why I couldn't sense him before.”

“Who is he?”

Midnight just shook her head again. He seemed to be in poor condition for an alicorn. Thin and underfed, his body bore several half healed wounds. Most notably where the abrasions around his neck and ankles. He had been shackled for some time; and the mark around his neck was likely from an anti-magic brace. He seemed to have been recovering though; before the unicorns must have caught him anyway.

“Mom, his cutie mark!” Star Bright said pointing to it.

Midnight looked as well and saw immediately what had excited Star Bright. His cutie mark was a sun, with a crescent moon in front of it and surrounded by seven small stars.

Midnight looked at the stallion again, more curious than ever just who he was. He wasn't waking however. The unicorns wouldn't have wanted him to wake during their spell, she realized; they'd likely sedated him, probably with magic. Reaching out with her senses, she searched the stallion for a spell that may have lingered that was keeping him from waking.

It wasn't hard to find, and even easier to remove.

At first nothing happened. Then his breathing changed slightly and his eyes slowly opened. He blinked twice, not quite awake, then his eyes opened wide and he gasped as he seemed to remember what had happened to him.

“Easy, easy,” Midnight said gently restraining him as he tried to twist out of her grip and get to his hooves with all the strength he had left. It wasn't much. “It's alright, you're safe now.”

He stopped struggling for a moment and looked up at her. A flash of recognition crossed his face, but was soon followed by disappointment as if he'd mistaken her for somepony else at first. “Where am I?” He gasped. “Did I make it to Equestria?”

Midnight nodded. “Yes, this is Equestria.”

A look of relief washed over him. “What about my daughters? Are they alright?”

“Your daughters? Were they with you?” Midnight asked dreading having to tell him that there was no sign of them.

“No, my daughters here in Equestria! Are they alright?” He said again sounding annoyed and seeming to think that she should know exactly who he was talking about.

“I don't know who...” Midnight started only to have him interrupt angrily.

“My daughters! Celestia and Luna! Are they alright!?”

Midnight's eyes widened in shock. Could he really be Celestia and Luna's father? “They're fine, they're fine,” she assured him quickly to calm him.

He sighed in relief and laid back down. “Thank the powers that be...” He whispered, his voice weak.

Midnight stared at him a moment more then asked gently, “you're Celestia and Luna's father?”

“Yes,” he answered softly. “My name is Hyperion, but most use to call me the Father of Light.” Then, his mind set at ease, he drifted off to sleep.