> A shell, a spell, and...wait, what the..??
>  by MrWriterWriter
> --------------------------------------------------------------------------

> Prolouge: Mommy 'Tia
> --------------------------------------------------------------------------

Nine hundred and eighty...

Nine hundred and eighty years to the day since Celestia was forced to banish one of the closest ponies in her life.

Her own baby sister...

And every year since then, witness as the populous celebrated that day. She couldn't really blame them; they were legitimately terrified of what her sister had become. But, that still didn't make it any less painful.

Which was why she was currently on the nature walk she made a point of taking this time every year just to get away from everything for a bit.

The early afternoon carried a pleasant silence with it, broken only the occasional bird or insect and the faint whisper of the breeze through nearby branches.

She was so caught up in the serene atmosphere she forgot one of the cardinal rules of a walk:

Always watch your step.

Celestia yelped when her hoof caught on something, flailing her arms wildly as she tried to regain her balance...

*THUMP!*

And landed face-first.

"Unf! Hack! Peh-thewieh!" She gagged, spitting out a mouthful of dirt and grass. Climbing to her knees, she did a quick check to make sure nothing was damaged before finally getting up and wiping her sweats off, "The hay?? What'd I trip on?" She asked herself, staring at a small pile of vegetation behind her.

She frowned. The grass and other plants in the pile had all been cut or broken indicating it had been deliberately made. Just who would leave something like that here?

And why?

Her curiosity piqued, she looked around, "Hello? Anyone around?" She called out, "Hellooo..?"

No answer,  She promptly cleared the pile with her magic to reveal a hoofball-sized object. It was lavender and covered in dark purple spots. An egg.

A dragon egg.

Celestia's jaw dropped. A..a DRAGON egg!? HERE?? That's impossible; their last migration was over six years ago; and even then, this area was nowhere near the route they take! The only other possibility was that someone had either been gutsy or insane enough to actually steal from a mother dragon. Even SHE'D be hesitant to try and pick a fight with one.

In that regard, it was safe to assume that whoever had it originally had either decided keeping it was too risky, or simply didn't want it anymore. She growled at the notion; regardless of species, some heartless slime had taken a child from it's mother! She made a silent vow that should she catch whoever was responsible, they would learn first hand just how creative she could be with a mountaintop and plenty of butter. 

With that in mind, she turned back to the egg. Given how the plant were just now starting to discolor or fade, it had been there for only a couple of days. The egg's coloration was deep and vibrant, indicating the baby inside was still alive and ready to hatch .

Ready to hatch...

Celestia felt her body tense at that thought. Now she may be around a thousand years old and never exactly been a biological mother herself, but she could still feel the pangs of that notorious motherly instinct.

That's not to say she was alone; no but she still felt lonely. Her adopted niece, Cadance, had school and her princess training so she wasn't able to come around often. Her nephew, Blueblood, unfortunately, was already beginning to show that being waited on hand and hoof was starting to go to his head; coming to see her only when he wanted something.

She just wanted somebody she could spend time with. A little companionship...

Looking at the egg, she felt that longing slowly grow stronger, and stronger...

Without another thought, she scooped it up and, after tucking it into her shirt, took flight back to Canterlot.


-----------The Princess' Chambers-----------


The egg, now resting in a small makeshift nest of blankets on Celestia's desk, was surrounded by books. Celestia rifled through the one she was currently holding while several others hovered around her, "Ah, here we go!" She smiled once finding the article she was after,. 

Dragon eggs, Hatching: When a dragon's egg is ready, the mother will exhale a specially concentrated burst of fire commonly referred to as a 'Birthing Flame' onto it. The flame, designed to help the hatchling inside break free by weakening the dense shell. A portion of the flame also seeps through to provide the hatchling the strength needed to crack it from inside as well as act like a sort of beacon, helping it identify the fire's owner as its mother.

She hung her head down in defeat; she knew a handful of fire spells, but they were primarily for combat. Even so, there was nothing to tell her how strong it needed to be. She was about to look elsewhere when the next paragraph caught her eye:

Scientists have discerned that this specialized flame operates on a similar frequency to a grown unicorn's magic. However, attempting this is ill-advised, due to the risk of overexertion and the need for precise control to prevent injury to the hatchling, though, the exact intensity of magic required to replicate the flame's effect is still in debate.

"Unicorn, huh?" She smiled, her determination coming back full force, "Let's see how well some Alicorn magic does." And with that, she went to prepare.

An hour later, Celestia, after chowing down a couple of dandelion sandwiches and half a jug of apple cider, got to work.

Her horn took on its familiar yellow glow as she began focusing on the egg, encasing it in her power. She took great care to start with the barest minimum she could use and raise it as gradually as possible. Minutes passed... 

Minutes that soon became hours. 

Sweat rolled from her brow, plastering strands of her mane to her forehead and soaking the sweats she still had on

By the time evening rolled around, and stopping only for essentials and to raise the moon, the egg was almost glowing from the amount of power she was putting into it now.

What she didn't see, however, was that her magic had penetrated the egg much earlier that day, filing and saturating the inside. It was also having a...profound effect on the little dragon inside.

Suddenly, after almost nine hours of concentration, a loud crack from the egg got her attention. She immediately cut off the flow and watched as the fracture on the surface got larger and larger before it finally split in two, scattering small fragments around the desk.

Celestia neared the egg cautiously; even at that age they could pack a punch with their fire.

She looked into the egg and was greeted by a pair of large bright green eyes that peered at her inquisitively.

Looking at those eyes made her realize something: this was a dragon, yes..but it was still a baby..a baby she had just hatched.

This was HER baby.  The eyes cocked a little to the side....and her heart melted.

"It..it's ok, Sweetie." She cooed softly, reaching to pick the hatchling up, "Mommy's got..you.." 

She hesitated slightly..not out of fear or shock, but befuddlement, "Um..well," She let out a bemused chortle, and picked the infant up,  "This is new, even for me."

What was was originally going to be a dragon hatchling in her arms...

Now lay a foal.

A purple and green

Kirin foal.
> Mini-Chapter: Momma Bearlestia
> --------------------------------------------------------------------------

"Princess Celestia, a messenger just brought this." Celestia's new assistant, Raven, said as she handed the sealed scroll over.

"Thank you, Raven." Using a light burst of magic to loosen the seal, she unrolled it and began reading.

Given that she had only gotten the job a month ago, Raven normally would have left the room by then. However, it was the next thing to pass the Princess' lips that stopped her.

A hard, flat, "What!?"

"Your Highness?" She asked tentatively, noticing her grip on the document gradually tighten and the sound of a jaw clenching in pure anger.  By time she was finished, her fingers were almost punching holes in it.

Looking up from the scroll, her voice was calm, but the iciness in it made even the nearby guards uneasy, "Raven, I don't care what you have to do or how many guards it takes," She flipped it around to show her the signatures on the document, "But I want these ponies here within the hour, understand? Drag them here by their tails if need be!"

"Of...of course, Princess Celestia!" She squeaked, running off to perform the task.

True to her word, within fifty minutes, eleven stallions and mares were being led, dragged, and in the case of two, carried while protesting vehemently. 

"Celestia!" One of the ponies, a rather haughty-looking mare, called out in a demanding tone, "What is the meaning of this outrage!?"

"You'll find out soon enough." She said, before getting in the mare's face, snarling, "And that's PRINCESS Celestia to you! Understand?!" Once she gulped and nodded, Celestia began, "And you don't even KNOW the meaning of 'outrage'! Imagine mine when I received this!" She held out the message and read it out loud, " 'Princess Celestia, it has come to our attention that in recent months, you have been harboring a beast within the palace walls. This unconscionable act cannot be allowed continue. Therefore, it is the will of the landed gentry that you cease and desist with this foalishness and submit this abomination to be returned to the wild or destroyed. Non-compliance will be met with drastic action.' There's another paragraph or two, but quite frankly, it just pisses me off even more." 

"It is for the good of Canterlot you...!" One of the older stallions started to say before a golden glow encircled his mouth and clamped it shut.

"Did I gave ANY of you permission to speak? No! So I suggest you keep silent!" Celestia growled, using her magic to levitate all of them into a circle around her, "How. Dare. You...How dare you think you have any say in who I call family, how dare you call any foal an 'abomination'," By this time, the floating ponies could feel their blood run cold as they watched Celestia's mane begin to whip up in fury, "HOW BUCKING DARE YOU try and order me to give up MY CHILD!!"

Another stallion blustered, "That thing has no place in the royal family! It..." He let out a extremely undignified shriek when he suddenly found himself upside down and a scowling princess filling his vision

"Care to repeat that?" Celestia hissed.

*whimper* Was all that came out of him.

"I thought not." She glared as she began to slowly spin them around her, "To be honest, I don't know what angers me more, your arrogance at thinking you blowhards could dictate something like this to me. Or your unbridled stupidity in not realizing you committed borderline TREASON with this!" She snapped.

"T-treason!?" One of them yelped.

"The line about either I do as you say or you'll take action; in effect threatening the Crown Prince."

"WHAT!" The first mare screamed, "You can't possibly be serious! How can...!"

"The adoption papers were signed and filed within the week I got him, over four months ago." She grinned at their expressions to that info, " And I have copies, so don't even think you can try and send somepony to mess with them."  Clumping them together in front of her, she took a deep breath, "As irritating as I find it, consider yourself lucky that Canterlot law does not permit me to simply toss your pompous flanks in the palace cells, regardless of how satisfying it would be. HOWEVER," She added after seeing a few of them getting smug looks, "There will be NO second chance. If ANY of you even think about trying a stunt like this again, or try to get others do it for you, I WILL come after you. Not as a princess, not as an alicorn; no, you'll learn first hand how vicious a mother can be, especially one who's more than capable of sending you to join her sister...Is That. Clear?"

Eleven shaking faces nodded rapidly.

"Good. Now, guards!" She yelled, "Get them out of my sight!" Her eyes never left the group until they were led back out,  "Raven?"

Being silent during the whole thing, Raven almost squeaked in alarm at her name, "OH! Y-yes, Princess Celestia?"

"Take the rest of the day off. I'm going to go see if my son is awake and spend some time with him." 
> Mini-Chapter: Names
> --------------------------------------------------------------------------

"Ok, one more time, say Ca..."

"Kaahh.."

Celestia once again had to bite her lip to keep from giggling. Spike had recently turned two when Cadance was able to put a big enough dent in  her studies to come visit. The bit of surprise at finding she had a new cousin was expected; the loud squee and pounce...not so much. In all honesty, she was a little impressed with how quickly her niece had taken to the little guy. She made it a point to spend some time with him when she was able to get away from schoolwork.

"Dance...you can do it."

"Dahhn-shee!"

Cadance's expression deadpanned briefly. "Ok. Let's try something else. Say 'dance'."

"Dahh-ansh." Spike responded, lisping a little from a couple of teeth growing in.

"One more time, 'daaance'..? "

"Dahh-ansh!" The baby kirin giggled.

"Now, Ca-dance."

"Dahhn-shee!"

Now if only she could get him to say her full name.

Cadance looked at Celestia, "If I didn't know better, I'd swear he was doing that on purpose."

Celestia bit her lip again while Spike just laughed some more.
> Mini-Chapter: Blue Bloods and Yellow Bellies
> --------------------------------------------------------------------------

Blueblood's lungs burned as he pelted down the hallway, his pursuer...that abomination...right behind him. He knew it! He KNEW that beast would be their downfall the moment he laid eyes on it. Those horrid scales, its beady eyes, and that misshapen horn!

His aunt was a fool to allow it to remain. He told her it couldn't stay...it wouldn't stay...not if HE had anything to say about it! But she refused to see reason; she even had the gall to scold him like a commoner, telling him to 'stop being jealous'. 

Him!? 'Jealous'!? Of all the preposterous...she couldn't see what was right in front of her nose! He'd made a note to send her to a shrink once he was in charge.

Fortunately, his cousin, Cadance-if she could even count as one-had come to her senses. She had recently told him the beast had begun to look at some of the servants in an odd manner; as if seeing its next meal! This only cemented the fact that it HAD to be removed. 

She had also warned him it could now cover ground quickly when not watched, mentioning she had seen it opposite her in the dining hall one evening. She had looked away to retrieve a fork when an abrupt scuttling sound made her look back. Just in time to see that thing at her hooves!

Loathe he was to admit it, he should have listened to her and not take his eyes off that monster! Now it was after him, intent on its first taste of pony flesh. He had to find somepony, anypony, to help him stop the beast before it achieved its goal!

Celestia looked up from her book when she heard the sound; just in time to see her nephew run shrieking down the hall. A couple of minutes later, Spike came toddling after his 'prey'.

"You know, Cadance. I'm not sure what amazes me more."  She glanced nonchalantly at the shaking, snickering form in the nearby chair, "The fact that Blueblood actually fell for this, or that you managed to get my two-year-old son to go along with it."

Cadance giggled softly, "Maybe this'll teach him to stop braiding gems in his tail."   
> Mini-Chapter: Kids...
> --------------------------------------------------------------------------

"...smelly...!"

Spike sighed. He knew his mom had meant well.

"...bratty little...!"

She'd had some of the nobles bring their kids when she held court so he'd have someone to talk to. It was mostly about a dozen other foals, between six and nine.

"...shrimp!"

It didn't look like it'd be too bad; at least till one of them said her mom thought Spike was an abom-something, whatever that meant. And that  she agreed after looking at him, sniffing really loud when she did.

"...you nobody...!"

He didn't know what it meant, but an older filly must have because she got in the first one's face and responded with something about manners.

"...self-centered runt...!"

That set the first one off and they began trading insults.

"They're STILL at it?" One of the other colts asked, sitting down beside him.

"Yep." he said, "I think one resorted to 'poo-poo face'."

"Really? That...that's not even clever."

"...pretentious princess wannabe!"

Spike looked up, "I don't know that word either, but it sounded creative."

"Kinda hurtful, too." the other agreed.

"You take that back!" the younger filly snapped.

Both colts responded in unison, looking at the older one, "She won." 

> First Lessons
> --------------------------------------------------------------------------

"All right, Spike; are you ready for your first magic lessons?" Celestia asked. Though, by the way the young kirin was bouncing on his hooves, the answer was pretty evident. She couldn't help chuckling at her son's antics. "Well, first off: magic is something of an extension of yourself."

Spike tilted his head to the side. "An...extension of...myself?"

"Yes. It's shaped by your mind, allowing you to directly manipulate your environment. Telekinesis is the basic, and easiest, method of experiencing it." She demonstrated by making the nearby table float a few feet into the air. "The energy follows your thoughts and intentions, shaping itself around whatever you choose to manipulate far more accurately than is normally possible even with the best hand-eye coordination, assuming you've developed enough mental discipline..

"So...it 's kinda like an extra tail?" He wrapped it around the leg of a chair and pulled it beside him. "Except it's coming out of my head instead of my butt?"

It took her a minute to fight back the gigglefit she got hit with by him saying that. "Well, as far as telekinesis is concerned, yes. The rest of magic can be explored from that basis, as it involves manipulating one's environment in manners other than movement. There's also teleportation." She vanished in a flash of gold, reappearing beside him. "Transmutation." Snapping her fingers, she changed the chair into a potted plant and back. "And various other applications." She finished by making a stuffed ursa major appear in the seat. "For now though, we'll work on the basics." 

She  moved a plastic cup in view. "Now, look in to feel your magic, and picture your 'head-tail'...*snort* picture it reaching out to tip that cup over."

"Ok." Spike took a deep breath, and started focusing.

"Don't try and force it, it'll come to you."

After a second, his horn started emitting a flame-like jade green light. "I got it!"

"There you go, sweetie. Hm, interesting aura style. Now, picture it tipping the cup."

Closing his eyes, he pictured his magic reaching out to the cup. 'Tip it over...tip-'


*BANG!*


They both jumped when a blast of light shot from his horn, sending the cup and everything within two feet of it flying off the table.

"Ok...not quite, but it's a start. Let's try again." She put everything back and set the cup back, moving things away to see if that'd help. "Give it another go."


*four tries later*


"Huh..." Celestia scratched her head after taking the cup off her horn where it landed from its recent flight.

"I don't get it...I'm focusing on the cup...!" Spike said, starting to get upset about the constant failures.

"It's ok, honey." She hugged him. "Maybe we're going about this the wrong way." She continued when he gave her a perplexed look. "I mean, technically this method is the usual teaching style for unicorns. But, you're not a unicorn, so maybe there's something we're missing."





"Thank you for coming, Professor." Celestia greeted the aged unicorn as the guards escorted him inside, a large case floating in beside him.

"Is Nien problem, Your Highness." The old stallion responded, setting his cane aside to adjust his lab coat. "So, you are vishing I see vhy Herr Spike's magic is being...?" He waved his hand to try and find a proper term.

"Too enthusiastic?"

"Ja, zat." They headed to where Spike was sitting.

"Spike, this is Professor Zungenbrecher." Celestia introduced him. "He's one of Equestria's foremost Arcane researchers."

"Can you really find out why my magic keeps overdoing stuff?" He asked, looking unsure.

"Young man, ze day I meet ze magic problem that can get one over on me is ze day I make strudel out of mine diplomas." The professor replied, opening the case to reveal a complicated-looking computer. "Granted, examining Kirin magic is a new one for me, but magic is magic, Ja?" He took out several sensors and started attaching them to his hooves, side, ears, horn, and had him hold one in his teeth. "Now, lets have a touch of ze magic and see vat we get."

Spike set his horn glowing, and the professor started checking the readings, tuning knobs and pressing buttons every now and then. "Ja, Ja, heh, boy's got ze kick!" He chuckled, before he tilted his head in confusion. "Acht...vas zis?" He adjusted a few more dials, then gave it a light smack. "Ok, zat's new."

"What's wrong, Professor?" Celestia looked over his shoulder at the screen.

"Vell, unless my arcanascope is malfunctioning...and it better not be if it knows vat's good for it...Herr Spike has an inverse magic frequency."

"'At bad?" Spike asked around the sensor in his mouth.

"Bad, no. Unexpected, very." The professor replied. "You zee, at your age, unicorn magic is a bit like zose leetle reflex mallets zey use on your knee; fairly precise for leetle things, though practice is needed for ze larger, more complex stuff. Ze Kirin magic...is more like a ball-peen hammer. Good for things like moving larger items, but he'll have to start big zen go smaller."

"So, tipping the cup was starting too small for him?" Celesta asked, looked almost as confused.

"Pretty much." He began removing the sensors from Spike. "His magic couldn't target something that tiny just yet, so it reacted and....you saw vat the result vas several times. I suggest rearranging furniture vould probably be a good start."





"A little bit to the left...little more...no, back to the right some." Celestia said, watching the couch float along some. The last couple of days had proven to be really fruitful for the control. She figured he could move to blankets and sheet soon.

"Moom...!" His groan broke her out of her musing. "We've been at this for over and hour!"

"Ok, ok..." She watched as he set it down, before taking another look at the room. "Hm, you know, maybe this'd all look better in the west-"

"Mother, finish that sentence, and I'm gonna spend the rest of the week  learning a spell to turn everything puce!"

"Kidding! I'm kidding!"
> Mini-Chapter: Deal gone 'EEEEK!'
> --------------------------------------------------------------------------

Celestia rolled her eyes. 

"C'mon, Mom!"

She made it a point to ask Raven if any of her relatives ever experienced something like this

"Just this once. Please!?"

The debate--if you could even call it that--went on for longer than she had initially expected. The seven-year old proved to surprisingly tenacious.

"It's only ninety minutes!"

She did have to give him credit in his. It would just be an hour and a half longer than he was normally up , and it was the weekend. In that regard, and somewhat against her better judgement, she agreed to his request, provided he went to bed straight after. 

A sigh escaped her lips when she saw her son the next day:

Huddled up on his bed, every sheet, blanket, and pillow draped over or surrounding him like armor. Judging by the noticeable bags under his eyes and the thousand yard stare he was currently giving her (especially since his eyes were just about the only part of him visible), it was safe to say he hadn't slept at all the previous night. 

"It was a scary movie, wasn't it?" She asked, crossing her arms.

"But it was animated!" He whimpered in reply.
> Hi, I'm Spike.
> --------------------------------------------------------------------------

An excited giggling could be heard echoing through the halls of Canterlot Castle, accompanied by the swift clip-clop, clip-clop of small hooves skipping on the stone floors.

Hooves that belonged to a small, eight-year-old lilac unicorn filly by the name of Twilight Sparkle.

The reason for her excitement and why she was in the castle? Twenty-four hours ago, Twilight was performing her entrance exam for Princess Celestia's School for Gifted Unicorns. Her task was to use her magic to hatch an artificial dragon egg made expressly for the exam. At first it seemed like she would be unable to complete it after several attempts.

Until a massive rumble from outside startled her, causing her magic to surge and hatch it. Unfortunately, it also went a little haywire, blowing a hole in the roof in the process. She struggled to get it back under control until Princess Celestia herself-who had noticed the blast and came to investigate-showed up and helped her. Impressed with the power Twilight demonstrated, Celestia announced the filly as her personal protege as well as informing her of her brand new Cutie Mark.

And today was her first day as that protege! She had dressed in her favorite purple blouse and skirt, hoping to make a good first impression."I still can't believe it!" She squealed, "Princess Celestia is going to teach me PERSONALLY! I have to be the luckiest filly in Canterlot, Mom!"

There was no response.

"Mom? Did you hear me?"

Silence.

"Mom, are you listening...?" She turned around, thinking her parents had gotten distracted by some of the decor.

No pony was there.

"Mom? Dad? Where'd you guys go?" She called out, "Did I get ahead of them too much?"  She asked herself, trotting back to the corner she'd just came around.

The hallway was completely deserted.

Twilight laughed weakly, "All right, come on out, you got me..." She began to walk back down the hall, trying to retrace her steps, "Ok, this isn't funny anymore..." She called out as worry began to settle in and her pace quickened. Left, straight, then second right....or-or was it straight, right, then third left...?

"Mom!? Dad!?" Passing an old suit of armor, she noticed it was caked in dust and cobwebs. There was no way the ponies working here would allow something like that!

Unless...they never came here anymore...

The worry quickly gave way to fear when she realized that in her excitement, she'd wandered away from her parents and into an abandoned section of the castle. She took off into a run. "Mommy! Daddy!" She screamed, praying somepony-anypony-would hear her

Unfortunately, she was so scared, she didn't notice an old rug in her way, her hoof clipping the edge of it and causing her to fall, skinning her knee on impact. 

The pain coupled with her fear was just too much for the young filly. All she could then was huddle up on the floor, clutching her throbbing knee, and cry. "Mommy...Daddy...Where are you..?" She whimpered....

"Hey, are you ok?"

Her ears perked up at the voice. Wiping her tears away as best she could to see clearly, she looked to see a young colt, dressed in a green shirt and black shorts, step up to her from a nearby column.

However, he...well...although he seemed to be a year or two older than her, he looked unlike ANY colt she had ever seen! He had emerald green eyes that almost seem to have a faint glow to them. What appeared to be scales, colored a similar shade of purple to her own, covered the bridge of his nose and sides. His chin had  the same scales, but  they were a pale green color. What appeared to be dark green spikes could be seen peering out of his mane, which was a few shades lighter. He had a horn like a unicorn, but it had a definitive downward curve with a strange prong forking from it halfway up. 

She noticed his fingers had claw-like nails on them and his hands and forearms had the same scales as his face. A long reptilian tail swayed behind him, the lower third covered with hair the same shade of green as his mane and two large, almost...draconic-looking wings were visible on his back.

"Huh..?" She sniffed, not sure if she should be relieved or frightened

"I said are you ok." He said, smiling in what looked to be a non-threatening way, revealing a set of sharp teeth that glinted slightly in the dull afternoon sun shining through a nearby window.

"I..I was on my way to see the Princess, b-but I got separated from my parents.." She said, feeling a small measure of relief in not being alone anymore.

He knelt in front of her, "Name's Spike."

"I'm Twilight. Twilight Sparkle."

"Twilight...'I heard that name somewhere before. Ah well." He shrugged it off before looking at her knee, "Here, let me take care of that."

"What are you...?" Twilight's eyes widened when his horn began to emit a green glow, indicating a spell being cast. Though, his glow seemed to flicker and dance around his horn, resembling a translucent flame. Her knee tensed and she gasped slightly at the tingle of magic that covered the wound. Within a few seconds, her knee was as good as new. Then she heard Spike hiss in pain.

"Why do they sting even when you're ready for it??" He grumbled, grabbing his right knee; the same one she had hurt.

"Wait.." She hesitated, looking at the exact same wound that was now on him, "You..you transferred it..?" 

He grinned sheepishly, "From what Mom said, transference is supposed to be a good way to start when you first learn healing, since moving it's a lot easier to master than really undoing the damage." He reached up to gently wipe away her tears, causing her to blush slightly.

"Um, th-thank you.." Twilight wasn't sure what else to say. A colt she'd just met, out of nowhere pretty much, had actually moved her skinned knee to himself without a second thought.

"It's no biggie." He replied, pulling her to her hooves as he stood, "Come on, your parents are bound to be freaking out by now and  my mom's probably wondering where I got off to as well."

"How? I don't even remember how I got here." She said,

"I've kinda gotten in trouble a couple of times for trying to explore this part of the palace, so I recognize some of it." Spike looked at some of the decor, "Ok, if I remember right, we just gotta follow this hall all the way and that'll get us to one of  the old servant entrances we can use to cut across the garden to the kitchen's back door. Let's go."  With that, he took her hand and began leading her down.

Twilight couldn't explain why, but for some reason she found the odd heat coming from him to be comforting and a sense of safety wafting over her. A short way's down, she decided to ask, "Spike?"

"Yeah?"

"Um, no offense, but...I've never really seen a pony like you before; in books or real life."

Spike simple laughed, "I've gotten that a couple of times. I'm not really what you'd really call a pony. I'm a kirin."

Twilight nearly tripped again, "A-A kirin?? But..those are just stories! Aren't they?'

"Asked my mom why I looked so different and she told me she used a bit more magic than she had planned on when she hatched me."

"Did..did you just say 'hatched'?"

"Yep. From a dragon egg she'd found in the woods. She decided she'd hatch and raise me herself, but she went overboard and the magic that had seeped into my egg changed me into this." He gestured to himself with his free hand. "My first waking memory is looking at her from between the broken halves of my egg. So, far as I'm concerned I've always been one."

"Wow..um.." She wondered if she should ask the princess about that later. 

"So, Twilight, what're you at the palace for?"

"Oh, well.." The lingering blush brightened slightly, "Yesterday, Princess Celestia picked me as her personal student." Deep inside, she prepared for him to possibly scoff or think she was just joking.

"I wondered who it was she picked." He replied, throwing Twilight for a momentary loop. 

"You..believe me?" She asked. 

"You don't look like somepony who'd make something like that up. That and I overheard her asking a few of the palace staff to prep a study area." The duo reached a plain-looking dull red door, "Yes! I knew it'd be here!" He jiggled the handle for a moment before the door managed to open. "Ladies first."

Once they were outside, Spike looked around again, "Right over there!" He pointed to a pedestal with the bust of a mare on it, . A half door visible not far behind it, opposite of where they where.


-----------Palace Throne Room-----------


Princess Celestia watched as Twilight's parents, Night Light and Twilight Velvet, paced anxiously in front of the throne.

"I assure you both that she will be found; a full platoon along with several palace workers are searching every inch of the castle."

"I--I Know, Your Highness.." Night replied, "We're just worried; I mean, what if something's already happened  by the time anypony's found her? She can protect herself a little with her magic..but she's still just a foal!" 

Velvet quickly embraced her husband, trying to ease his nerves.

"I understand, and you have my word; she will be..."

Celestia found herself cut off by the rapid taps of hooves running full tilt. She focused on where it was coming from: the door that led to the dining room.

"What's that? Did they find something!?" Velvet asked, following her gaze.

Night shook his head, "Doesn't sound heavy enough to be a full grown pony."

They watched as the door was abruptly thrown open by a charging Twilight.

"MOMMY! DADDY!/TWILIGHT!" The family members cried out, rushing to each other.

"Oh sweetie, where were you!?" Velvet said, hugging her daughter tightly.

"I'm sorry! I-I was so excited..I didn't know we got separated!"

"Oh, I'm so glad the guards found you!"

Twilight looked at her, "The guards didn't find me." She pointed at Spike, who was following not far behind, "He did."

"Spike!" Celestia trotted up, "You found her? Where was she?"

"Um..heh.." He looked down hesitantly.

She deadpanned, "You were in the abandoned wing of the palace, weren't you?" She sighed in exasperation, "Spike Solaris, I've told you before; never go there, especially alone!" She wrapped her arms around him, "You could' have gotten seriously hurt somewhere in there!" It was then that she spotted his knee, "Like that!"

"That's a transfer. She'd skinned her knee when I found her." He replied, "And I wasn't alone the whole time. That's where she was too. You don't really think I'd just leave her there all by herself, do you?"

Celestia sighed, "No, I don't." She grinned slightly, "I'll let it slide...THIS time."

"Spike..?" Twilight piped up, getting the attention of them both, "How..how are you so..familiar with the princess?"

Spike smiled, "Why wouldn't I be with my mom?"

"Your..your what..?" 

The princess laughed, "I guess introductions are in order. Twilight Sparkle, I'd like you to meet Spike Solaris; my son, and your new study partner."
> The birth of a new friendship (and maybe more?)
> --------------------------------------------------------------------------

"Why didn't you say you were a prince!?" Twilight whispered after Princess Celestia had assured Night and Velvet that she would be safe, as well as explained who Spike was. The two foals were currently being escorted by her to the library to get themselves acclimated to their new learning area.

"Never thought it was that important." Spike replied.

"But..but your mother is PRINCESS CELESTIA!" She semi-pleaded, gesturing frantically to said princess 

"Yeah, but I see her as my mom first. "'Princess' is kind of a distant second."

"But it's Princess Celestia...!"  

"Let me put it this way, Twilight. What job does your mom have?"

"She;s an author, but I don't see why.."

"Is that the first thing you see her as?"

"No, of course I don't..." She trailed off, realizing what he was getting at, and laughed slightly, "Ok, I get it."

Celestia smiled to herself, those two wouldn't have much trouble getting along. Upon reaching the library entrance, she turned to face them, "Spike already knows this, but Twilight, I don't expect you to pick up on everything right off the bat, so don't be afraid to ask if you something you aren't quite sure about. He already has a couple of years at this so I'd like to get you both on an even level before we start on anything major, all right?"

"Right." They responded.

"One more thing: if either of you find a spell you'd like to try out, let me know first so I can make sure you're ready for it, understand?"

Both of them nodded.

"Good." She pushed the doors open to reveal a large, spacious room lined with filled bookshelves. A stairway led up to a slightly smaller floor that could still be seen from where they were. On it were more bookshelves, an hourglass, and a large window that provided an impressive view of the courtyard and a good bit of Canterlot itself. 

"Now, I'll give you some time to look around and get to know each other a bit more then we'll see what to start with. I'll be back in about an hour." With that, Celestia headed back out.

Twilight's eyes widened in awe at the sheer number of books. More than she could honestly say she had seen in her short lifetime.

Spike chuckled at her starry expression, "I guess your friends are gonna be pretty jealous when they find out, if they haven't...already..." He trailed off when she looked down, the excitement replaced by what he could only describe as 'bummed out' "What's wrong?" 

She shook her head "I..I don't really have any friends.." Her voice was quiet at this point, "Most of the foals in my neighborhood think I'm a boring weirdo because I like to spend my free time reading...."

"Well, would you like one?"

Twilight looked at him, "Huh? A what?"

"A friend." He said, putting a surprisingly comforting arm around her, making her blush slightly at the close contact "There's nothing wrong with liking reading, Twilight. I like it as well; and it's kinda nice to have somepony my age around. I mean, there are my cousins, Cadance and Blueblood, but she doesn't have much time to come around and Blueblood's just a jerk.."

"Wait.." Twilight looked at him in surprise, "Cadance is your cousin??"

"Yeah, but not by blood, though. Mom adopted her as her niece..." Spike's eyes widen in realization, "NOW I know why your name was familiar! She told me about a filly named Twilight she regularly foalsits: YOU'RE that Twilight!"

"So..so Cadance is a.."

"Yep. Princess Mi Amore Cadenza, if you wanna be official. But to me, she's just Cousin Dancy." He snickered, "She HATES it when I call her that." The two shared a laugh about that. "Well, Mom did say to look around. Come on!" He immediately grabbed her hand, "I'll show you my favorite section."

"Which one? Fantasy? Mystery? Classical?"

"Comics!:" His grin was nearly ear-to-ear by now, "I got every issue of The Power Ponies so far!"

Twilight simply smiled and rolled her eyes slightly as she allowed him to drag her over, "Colts..."  Watching him reach the shelf of brightly illustrated covered, she thought to herself, My first friend..my first actual, honest-to-Celestia friend! And he seems as happy about it as me!


-----------Six Months Later-----------


"...I think he was halfway across Canterlot by the time the guards managed to calm all four fillies down!" Spike cackled, telling Twilight about one of Blueblood's less successful dating attempts while they were having lunch, "He still can't look at a flower pot without whimpering!"

Twilight almost snorted into her juice box, "I still can't believe he thought hiring multiple girls to make each other jealous was a good idea!"

"That's my cousin for you." He replied, reaching into a nearby bowl, loaded with gemstones. A few seconds later a loud crunch could be heard as he bit down on an emerald, shattering it between his jaws.

Twilight cringed slightly at the sound of him chewing up the gem. She still remembered the first time she saw him pop one into his mouth. She screamed when she thought the crunch was from his teeth and became a mix of crying out for a doctor and demanding to know why he just ruined his mouth. That lasted until Celestia managed to calm her down and he showed her the fragments on his uninjured tongue, explaining that it was just a draconic trait that had managed to carry over. 

She'd gotten used to the sight, but the noise was still unnerving

The two continued talking about various subjects: what they might learn next, new TV shows or books they found, and similar subjects. They had managed to get in the middle of a slightly silly debate over chocolate when a loud boom made them jump slightly. Unfortunately, Twilight was holding her juice box and she accidentally squeezed too hard in surprise, causing it to squirt out. Luckily, it missed her, but not the tabletop.

"Oh no!" She frantically looked around and immediately summoned every napkin on the table, along with a stack of linen placemats and the nearby curtains by accident, to try and get up the spill before it set in.

"It's ok, Twilight, I can get it." Spike said, putting a hand on her shoulder to help her relax, "Sounded kinda like the Wonderbolts training. I've heard them manage to do a boom like that when they get going hard enough."  His horn then lit up and the puddle on the table was engulfed in emerald light before it flowed back into its container, leaving no sign a mess was ever there, "A spell I picked up from one of the castle cleaning crew to deal with little spills and stuff. Here." He slid his over to her, "Not a big fan of cherry anyway." 

Twilight looked between the juice box he had just given and him as he threw her now wrecked one away and went to get another. She remembered overhearing an older girl talking about drinking with a straw her coltfriend had used as well, calling it an 'indirect kiss'. Her gaze focused on the straw in the box as she tentatively took a sip "Does...does this mean...?? She thought, her cheeks pinking slightly at the very notion. 

She looked over at him as he came back and saw his usual goofy, innocent smile. It was clear he didn't think anything about it, but it still made her giggle to herself, " The first for both of us...even if it wasn't intentional." She smiled and took a long drink. 

They were almost done eating when Celestia stepped over to them, "Twilight, I just received a message from your parents. They're going to be held up at work, so you'll be here bit longer tonight. It shouldn't be more than an hour or two, but I'll let the cooks know to set an extra place for dinner just in case."

"Oh..ok." She replied, hesitation evident in her voice.

"Something wrong, Twilight?" Celestia asked, noticing the change of tone.

"Well, it's just that...I've never even been away from home past dusk."

"Ah, don't worry, Twilight. Like Mom said, it'll be a couple of hours at the most." Spike replied, putting an arm around her, "I got an idea, why don't we head back to the library and work on the teleportation spell? The time'll go by in a snap doing that."

Twilight smiled, the thought of getting some practice calming her a bit "Ok, I've been wanting to try and extend my range on that."

"Well, the soon you two clean up, the sooner you get to start." Celestia glanced at the pair of dirty plates on the table, getting sheepish chuckles from the two foals.


---------------------------------
 

After getting things cleaned up, the two were soon back in the library. Outside, dreary gray clouds could be seen filling the sky.

"Got a downpour coming in." Spike commented as he tossed a pillow onto the floor, "Not sure if it'll let up before you leave, though."

"Hopefully." Came her reply, "So, how far do you think we should try for?" She asked, glancing at the pillow.

"Well, we got two yards down pat, so.." He mulled over a few numbers, "See if we can double it?"

"All right."  Twilight took a deep breath and focused her attention on the pillow, it and her horn covered in its pink glow...

KRAK-BOOM!

"YIPE!"

ZAAP! FOOMPF!

"Twilight! You all right!?" Spike yelled, running over to the shaking filly.

"Y-yeah..just..that noise scared me." She looked at the pile of cloth and cotton stuffing that used to be a pillow, "What was that!?" Her answer came in the form of a bright flash of light from outside...and another loud boom.

Spike groaned, "Great, a thunderstorm... Hang on, I'll get the curtains." He said, heading over to a heavy cord by the window. A moment of pulling soon had the thick drapes covering the window, blocking out at least some of the lightening flashes, "There. Now to find a new...pillow?"  He trailed when he saw how strange Twilight was acting

Her eyes were wide open and her breathing seemed to had gotten shallow. He noticed she was shaking slightly too.

"Twilight? What's wrong?? You look like you saw a ghost!"

She gulped and whimpered, slowly backing away from the window, "I..I don't like thunderstorms..When..When I was six, we sent out to the park. It was ok for a bit..but I got distracted seeing what I thought was a rare butterfly. I couldn't resist and went after it..by the time I managed to catch it...I heard thunder... I got scared and tried to take shelter under a bush. A guard on patrol found me a little while later..but..."  

"Twilight, c'mere" He said, sitting on the library's couch and motioning for her to come over  "When I was little, my mom had a way of helping me relax when I got scared. Maybe it'll work for you?"

"O-ok." She replied, sitting beside him, only to blush when he wrapped his arms around her, "Sp-Spike!" She squeaked, "Wha..what are you doing??"

"This is what Mom did when I was little." He replied, "I..I can stop if you want.." 

"No!" She blurted out, her blush intensifying, "It's ok, I was just surprised, that's all." She felt herself relax into him slightly, enjoying his familiar warmth before hearing him start to softly sing...



Little filly, be not afraid,
Though rain pounds harshly against the glass

Twilight blinked in surprise; she didn't know Spike could sing!  Granted, he wasn't that much above a whisper, but it was actually rather pleasant.

Like an unwanted stranger, there is no danger,
I am here today.

Little filly, be not afraid,
Though thunder explodes and lightning flash
Illuminates your tear-stained face,
I am here today.

She flinched when another crack of thunder echoed from outside. Spike saw and held her tighter, running a hand through her mane. The gesture, as innocent as it was, felt more comforting than she had expected and she found herself snuggling into him

And someday you'll know,
That nature is so,
The same rain that draws you near me.
Falls on rivers and land,
An forests and sand,
Makes the beautiful world that you see
In the morning.

Soon the thunder became barely noticeable. Twilight stifled a yawn; between the kirin's warmth, the lullaby, and the feeling of security, she felt the throes of sleep slowly engulfing her.

Little filly, be not afraid,
Though storm clouds mask your beloved moon
And its candlelight beams, still keep pleasant dreams,
I am here today.
Little filly, be not afraid,
Though wind makes creatures of our trees
And their branches to hands, they're not real, understand
And I am here today.

And someday you'll know,
That nature is so,
The same rain that draws you near me.
Falls on rivers and land,
On forests and sand,
Makes the beautiful world that you see
In the morning...

Spike stopped when he heard soft breathing coming from his lilac friend. He looked and couldn't help but grin when he saw she was sound asleep. "Sweet dreams, Twi" He whispered, kissing her forehead.

She blushed in her sleep and scooted closer in response.
> Mini-Chapter: Lullabye Aftermath
> --------------------------------------------------------------------------

Mortified, scandalized, even a little embarrassed; that's pretty much how Twilight Sparkle felt after seeing what her mom had procured after she woke up, "Mooooom..! I can't believe you...if somepony had...why??"

"But Honey, you looked so adorable like that!" Twilight Velvet giggled.

"What if Spike had seen that??" She whispered as loudly as she could, which in hindsight was kinda unnecessary, since they were all back home.

The source of her distress? A photo Velvet had taken of her and Spike while they were on the library couch. In it, Twilight was sound asleep, curled up against Spike, her head tucked up by his shoulder and her hand clutching his shirt. He was sitting cross-legged with an arm around her, asleep as well with a faintly visible smile on his face.

Velvet 'awww'ed as she looked at the photo again, "He was still awake when your father and I finally got there. He just looked at us and just gave a shush gesture, mouthing that you were asleep before nodding off himself. It took Night Light a few tries to pick you up since you'd let out this cute little whine and hold on to him tighter." She giggled again and sighed, "Ah, I still remember my first crush..."

"Mother..!" Twilight yelped, blushing hotly, "He was just...!"

"Sky High was his name." She continued, ignoring the protest, "He was a Pegasus colt in my math class. Every time he looked my way, I felt myself go weak in the knees.."

"It was the thunder...!"

"What's this about Twilight and weak in the knees?" Night Light spoke up as he came into the room in time to hear that, Overprotective Father Mode already starting to activate, "Who, pray tell, is the punk that thinks he can take my daughter?"

"Spike, Dear. As in Princess Celestia's son, remember?" Velvet held the picture up.

Pause. Overprotective Father Mode went into immediate Emergency  Shutdown, "And a fine young stallion he is."

"I can't BELIEVE you!" Twilight began to rant, grabbing the photo from her mom, "You both know how I am about thunderstorms! He was just helping me calm down and I fell asleep, that's ALL!  We. Are. Just. Friends!" With that, she turned on her hoof and stormed off to her room.

Velvet and Night Light simply watched until she was out of sight and he spoke up, "Does she know she's still holding the picture?"
> Mini-Chapter: First Time.
> --------------------------------------------------------------------------

"All right, because Spike's been learning this the last couple of years, I'll be having him practice on his current stuff for now." Celestia said when the two kids got into the library. "Twilight, I need to see where you stand so I'll know what start you on." She pointed towards the mess of items on the table. "Levitate as much stuff off that table as you can. Don't worry about weight, just go for quantity."  

"O-ok..." Twilight focused her magic on what, to her, seemed to be the highest count of items. A few seconds later, and a can filled with pencils began to float into the air, wrapped up in her aura. One at a time, the pencils floated out. After the fifth, she looked to be concentrating a little harder. A whimper escaped her lips after pencil eleven came out, and she was gritting her teeth by the time the sixteenth one out. Unfortunately, that was she limit, and they fell with a clatter, several falling to the floor while she slumped slightly, catching her breath.

"That was pretty good, Twilight!" Celestia smiled, putting things back in place. "Next time, though, if you feel the strain, it's normally a good idea to stop then so you don't put a strain on your magic or your body"

"Oh, s-sorry, Princess..." She replied, looking down.

"Easy, you're still learning." Celesta set a hand on her shoulder. "Don't worry about trying to do it perfectly on the first go. You've got plenty of time to work on it. I mean, look at Spike."

They both looked over to where Spike was practicing, just in time for him to fire a ball of flickering jade light at a beach ball. In a flash, the ball was now a cabbage the size of a wagon wheel. "Darn it...!" He scowled.

"What's wrong, Spike?" Twilight looked over at the cabbage. "Looks like you did fine to me."

"I was trying to turn it into a bowling ball..." He fired another spell, this time ending up with bouquet of two dozen tulips. "Darn it!"
> Shipper on Deck!
> --------------------------------------------------------------------------

Spike staggered a little when his teleportation spell took effect. "Woo..." He held his head to stop the spinning. "Mom wasn't kidding when she said the first jump's a tilt-w-whirl." Still looking a little off-balance, he turned to Twilight. "How far did I go?"

No answer.

"Twilight?" A closer look showed she was staring off into space, like she was deep in thought. Her cheeks taking on a pink tint, the same tinge you get from being outside on a cold day. "Twi?" He gently poked her.

"YAH!" She squealed, bolting upright in shock. "Huh!? Wha!?" 

"You ok? You were zoning out." He leaned in a little.

Her face turned neon red and she quickly waved her hands in a defensive/dismissive way. "No! No! I'm fine! Hehe, j-just thinking about, ah...ah-a-about what Princess Celestia'll teaching us next after we get this down! That's it!" She laughed anxiously, mentally praying that he couldn't see her sweat. 'Dang it, Mom! WHY did you have to take that photo!?'

"You sure? You're turning red; really red." She squeaked when he gently pressed his hand on her cheek and forehead. "Whoa! Twi, you're burning up!"

"Ahh...ahh..." That proved to be a bit more than what the poor filly could handle right then. "WAZZAFA!" With an incoherent squawk, her eyes rolled back, then she topped over in a dead faint.

"Twilight!? Mom!" Spike yelled, scooping up the insensate unicorn and running out of the room. "Twilight's sick!"





"Wakey, wakey." A familiar voice singsonged as Twilight woke up a short while later, in a bed in the palace infirmity. 

Rubbing her eyes to clear the blurriness, she spotted a familiar pink alicorn beside her, flipping through a comic. "Cadance...?" She said, sitting up. "What happened?"

"You fainted when a certain prince was getting...'hands on'" Cadance chuckled. "He ran straight to the medical wing carrying you, thinking you had come down with something."

"Carried...?" Twilight's eyes widened at that bit of info.

"Good news is, you haven't caught any illnesses. Of course..." Cadance's smile went into 'mischief mode' as she held up a familiar photo. "That's not to say there's evidence you haven't caught a certain 'bug'."

"Where'd you get that!" She squawked, lunging to try and get it away from her. Unfortunately, Cadance was quicker and she danced out of range. "Give it! What if Spike-eep!" She promptly clammed up.

"Heh, you may be good at magic, but you still need work at secrets, kiddo." Cadance looked at the photo. "Aw, you two look adorable together. Latched onto him like he's a big purple teddy bear." 

"Cadance...!" Twilight whined.

Seeing the pleading look on the face of the filly she used to babysit, Cadance decided to show a little mercy. "Come on, Twily. You know I'm just poking at you." She put the photo back on her purse. "Why are you so worried about him seeing it? He was awake when your parents arrived."

"It's just...I don't know..." Twilight's hands flopped on the bed helplessly.  "I'm not really sure what's going on. I-I should be too young to be feeling something like this, but..." Her cheeks pinked. "I can't help but feel those butterflies more and more when he's nearby..."

As she said this, deep within the recesses of Cadance's mind, past the picture of Shining Armor, beyond the  bust of Blueblood, wearing clown makeup and a dayglow wig, there sat a special screen. A screen showing Twilight's picture and an empty frame, with a bright pink 'X' setting between them. And in the empty frame, an image was rapidly drawing itself in.

"Twilight!" The room door swung open, revealing Spike, who looked like he just ran from the other side of the palace. "The *huff* doctor said you *pant pant* you woke up, but you weren't sick with anything! *huff* You sure you're all right?" He swallowed to try and catch his breath and rushed over. "Mom said something about how you just got bit by some kind of bug, but I don't know any that can make a pony pass out! Oh, H-hey, Candance." He said, finally spotting her.

"Spike." Her grin widened the more she watched her cousin fret over his friend, who was trying to assure him she was ok, despite the way her face once again looked like a cherry.

And back on the screen, the second image formed, along with two words:


TwiSpike: CONFIRMED'

> A Chapter I Couldn't Name.
> --------------------------------------------------------------------------


-----------Six Years Later-----------


Twilight nibbled on the end of her pencil as she looked over her notes on the formulas for transmutation, "X-squared times the cosign over four-point-seven-three-eight divided..."

*Clunk...clunk...clunk*

She was brought out of her review by the approaching sound of hoofsteps coming up the library stairs. Judging from the slow, heavy rhythm, it was safe to assume that the pony was tired.

She was proven right when an exhausted Spike came into view, arms hanging limply at his sides and face shrouded by his mane, "Spike?"

A groan was the reply, "I dunno what's more mind-numbing; politics, or the politicians."

"What happened? Or do I want to know?"  Twilight watched as he trudged over to the couch, dropping into it with a muffled 'flumpff'.  

Spike chuckled weakly, "Depends. You interested in knowing about how one of the nobles-and I use that term REEEEEALLY loosely- spent almost an hour yakking away at how apples gave her -and I quote- 'tremendous gastric distress', AKA: they make her blow like a foghorn." He smirked a bit at the gigglefit Twilight fought to subdue, "And therefore should be banned or at least heavily taxed to discourage their presence in Canterlot."

"Y-You're joking.." She said, a look of abject disbelief plastered on her face.

"That's the same expression Mom gave her when she was done. She even flat out asked her if she really was joking; right before shooting her 'request' down." He sighed and leaned back into the cushions , unknowingly slumping up against Twilight. Missing the squeak of surprise when he did, he continued, "After that it was having to listen to them nitpick over piddly stuff like if the new property tax should be two-point-one-three or two-point-one-four percent,  what shades of blue and green should be allowed as house paint, one even wanted to make it fine-able to do a raspberry. " His head lolled onto her shoulder with an exhausted sigh, unknowingly causing her to blush brightly. After a moment he turned to look at her, "Twilight?'

"Y-yes, Spike?" She stammered.

He sat back up, still facing her "Waddayasay we take a break from all of this?" 

"A day off? F-From what?"  

"We've been studying for the last six years, right?" At her nod he continued, "In all that time, not once have we just taken a day or two off from these lessons. Don't tell me you haven't at spent at least a couple of hours going over at things while you're home."

"Well..y-yeah, but I want to make sure I understand it all.." 

"And there's nothing wrong with that, Twi." He replied, using the nickname he had come up for her during their time together, "But every day can't be healthy, for either of us. Heck, even on days you aren't here, the teachers Mom hired have me practicing on stuff or going over laws and treaties when she's not. I mean, it wouldn't hurt to skip it all for one day and just be a couple of kids, wouldn't it?"

Twilight bit her lip in thought, in a way he did have a point; she hadn't really taken a break from the books even if it was just an hour or so.  In hindsight, she was kinda surprised neither of them had succumbed to burnout yet. Maybe taking a day off wouldn't be TOO bad...would it?  "What...what'd you have in mind?'

Spike scratched his chin for a second, "I got it! The Nightmare Night Carnival'll be in Canterlot tomorrow. We can get there early and spend the whole day checking it out. Mom'll be on that walk she takes every year and I'm sure your parents'll let you go to it with me if you ask."

Twilight's eyes widened for a second, "Is..is he asking me..?" She quickly banished the notion from her head and chided herself, "Don't be stupid, Sparkle! There's no way...he's just suggesting something we can do to unwind from all the studying we've been doing, that's all...that's all... Ok, Spike. I'll...I'll see if they're ok with it when I get home today."

"All right! The carnival's supposed to start up around Ten in the morning and Mom'll be heading out before then. So, I'll meet up with you after she leaves? We can snag some breakfast on the way."

"Ok, sure." She nodded, a little more eagerly than she had intended. This was going to be the first time she'd  ever gone to anything like a fair or festival with somepony besides her parents; provided they gave the ok, at least, "We should probably go ahead and get a something done while we can."

"Well...what were you working on when I came up?" Spike asked, looking at the papers still in her lap as their talk slowly moved to the new subject . 

-----------Next Morning-----------

"Ohh, my baby's growing up!" Velvet squealed as she watched Twilight brush her mane in the bathroom mirror, "Her first date!"

"M-MOM!" Came the startled reply, accompanied by the clatter of the dropped brush, "It-it's not a date! I told you and Dad last night; Spike and I are just going to the carnival to unwind some from all the lessons and studying. It's just something between two friends, that's all..."

Velvet simply chuckled, "Pull the other one, honey. A mother knows these things."

"Well, currently MY mother is reading way too much into it!"  She gave the older mare an exasperated look before retrieving the brush.

"Twilight! Spike's here!" Night Light's voice called out from downstairs.

"What!? He's early!" She yelped, rushing to get her teeth done, causing Velvet to shake her head in amusement.

"A mother knows these things." She repeated, watching her daughter finish and barrel past, almost bowing over a half-asleep Shining Armor in her mad dash. 
> Mini-Chapter: Reminisce
> --------------------------------------------------------------------------

"I know you mean well, Twilight, but you're worrying over nothing. Ever since you moved out of your parents' house, you've been in the library almost 24/seven, especially after you found that Mare In The Moon story. It's not healthy for you, or anyone for that matter. Now I've already talked to your parents and they agree that this'll do you a world of good. You're a young mare, Twilight, and you need to socialize at least a little bit more."  Even though it was a couple of days ago, Celestia's statement still rung in Twilight's ears as if she had just said it. She had protested, pleaded, argued reasons as to why she shouldn't do it, even come close to a temper tantrum, but it was all for naught.

In less than five hours, 17-year-old Twilight Sparkle would be heading to the nearby town of Ponyville to oversee the upcoming Summer Solstice Festival.  She'd be staying at the town library, but that wasn't much of a consolation.

Shoulders slumping as she packed up her things, Twilight looked around to be sure she wouldn't be missing anything.  She started to confirm she'd gotten everything when something poking out from one of her physics books caught her eye. "Celestia, how could I have forgotten that!?" She berated herself, flipping it open. She chuckled and smiled at the revealed object: the photo Velvet had taken of her and Spike when they were asleep that day.  

She hadn't realized it was still with her until she had gotten back to her room. The initial thought had been to dispose of it so nopony would know, but after remembering the calm, safe feeling she had gotten from him during that, she couldn't bring herself to get rid of it. Beside the book sat the source of another fond memory: a large, pudgy-looking stuffed cow she had named 'Daffodil', the prize Spike had won her when they had gone to the Nightmare Night carnival three years ago. 

She couldn't help but giggle at the memory of how awful his aim was when it came to ring-tossing.  After the first four tries, she'd suggested he try his hand at one of the other games but he also showed he could be stubborn as anypony if he wanted to be, "No way, Twi. I said I'd win you something here and I'm going to do just that." Twenty minutes and fifty bits later, he presented her with the toy, his trademark goofy grin almost splitting his face.

"Colts.." She said to herself, hugging the doll tightly. Unfortunately, that was where the fun stared to fade..

Spike...

It'd be almost ten years since the two had met and became friends, ten years of laughs, new spells, and-thankfully no one was around to see the memory-induced blush-a few other moments similar to the photo.

After today, though...

"Get a grip, Twilight.." She told herself, fighting back the stinging sensation in her eyes, "It won't be that bad. I mean, we can still write..a-and I can always visit. M-maybe one of those times I can finally tell Spike..."

"Tell me what, Twi?"

"Tell him..." Twilight started to say before realizing she had company, "S-SPIKE!" She yelped, "When did you get...! I mean, it-it's nothing, hehe, just...just wondering...um, why are you carrying those?" In her attempt to cover up her almost-blurtout, she noticed the now 19-year old kirin was wearing a basic pair of jeans and t-shirt; the same style he tended to wear when he wasn't learning politics with his mother. However, it was the suitcase and duffel bag he was carrying that had her real attention.

"I went ahead and got ready after Mom told me she wanted me to go with you to Ponyville."

"Huh? You-you're coming?"

"Yeah, something about wanting me to expand my horizons and get to know the ponies outside Canterlot. That and you could use the company." 

That goofy grin again, "Besides, I wanted to come and make sure you'd be ok.  Can't have you starve while reading the Encyclopedia Bucktanica for the fifteenth time, right?"

Twilight's heart did a slight flutter.

> Mini-Chapter: Mother & Son
> --------------------------------------------------------------------------

Spike watched Twilight as she trudged off to go and pack after her last attempt to get Celestia to change her mind about the Nightmare Moon legend, "Isn't that kind of extreme, Mom?" He asked, "I mean, Twi wouldn't act like that unless she really believed it was serious enough."

"I know, Spike." Celestia replied, "She's doing this only out of legitimate concern, but the legend is just that." She sighed and poured herself a cup of tea, "She spends so much time in the library nowadays. You're just about the only one who can get her to leave the library at times, but when you're occupied with your own studies...I-I just don't want what happened to Starswirl to happen to her."

Spike blinked, "Starswirl...? You knew Starswirl the Bearded!?"

"Back when I was still a young mare." A thoughtful expression crossed her face, "We were colleagues at the magic academy. Like Twilight, he loved to study and research arcane formulae. As time went on, though, he became more and more absorbed in his work. His growing asocial nature caused what few acquaintances he had to pushed away." The thoughtful look morphed to a regretful one, "I tried many times to get him to talk to other ponies, make a friend or two, or socialize some at the very least.  Sadly, it had the opposite effect and it wasn't long before we drifted apart as well; the last time I saw him he decided my newest attempt to convince him was the final straw and he yelled at me to stop with 'this friend foolishness' and leave him be." She looked at the cup in her hand before putting it back down on the table, " I've lost count of the times I've wondered if I should've tried a little harder, been more persistent. Twilight deserves the chance to avoid that path."

Spike looked back to where his friend had gone, "I...I guess that kinda makes sense." He glanced back at Celestia, "I'm still kinda uneasy about this, though. I know she's not a foal anymore, but..."

Celestia had no trouble understanding what he meant. It was no secret how close the two were. It was this knowledge that helped her make her next decision, "Then I suggest you hurry and get packed as well."

He just looked at her for a moment, "What?"

"I think it's time you got out and expanded your horizons and met ponies outside of Canterlot, and Ponyville will be a good start."

He immediately brightened, "Seriously!?"

She smiled, "Seriously. And while I'm thinking about it, you'll need this." Her horn took on its familiar yellow glow as she lightly touched it to his.

"Whooooo..." Spike blinked rapidly for a few seconds, "What was THAT??" 

"I've set up a transmission link between us. This way I can send messages to you and Twilight and you can send them back as well, no matter where you are-oof!" She was cut off by the hug she quickly received from her son.

"Thanks, Mom!" He grinned before heading off to pack as well

"Take care of her, Spike." Celestia said as she watched him leave.
> Mini-Chapter: Chatter in the Chariot
> --------------------------------------------------------------------------

"Still don't see why we need a chariot. I told her I could just carry you there." Spike muttered, propping his elbow up on the chariot's rim and  missing Twilight's slight blush at the idea.

"I'm sorry, Your Highness, but Princess Celestia's orders." One of the guards pulling it called out to him.

He sighed, "Get a wing cramp one time..."

"Come on, Spike. She probably just doesn't want you taking any unnecessary chances." Twilight set a hand on his shoulder,  "And that cramp DID cause you to crash land on that group of guard recruits, remember?" 

He mock glared at her for a second before snickering, "Yeah, I think at least three of them screamed about being invaded when that happened. That big stallion I actually landed on was crying that he didn't wanna be a captive."

"The one that Shining said was acting like he should already be a General?"

"Yeah, that's the one! Had his hands over his head and nearby bawling for his grandma. He actually tried to claim it was 'diversionary tactics' when he realized everyone was looking at him.!"

The two shared a laugh at that before settling into a comfortable silence.

After a few minutes, he looked over at her "Twilight?"

"Yeah, Spike?"

"Are you a little nervous about heading to a new town too?"

She looked at me with more than a little surprise, "You're nervous??"

"Kinda. I mean, Mom's always told me to be optimistic about things, but this is the first time I've ever left Canterlot."

"Well, neither have I." She replied, leaning up against him, "But I remember my mom was invited to Ponyville for a book signing once when I was little.

"Really? Well, what was it like?"

"According to her the place wasn't too bad, though a few of the ponies there were kinda eccentric."

"Heh, what place doesn't have those? Remember that one stallion who was convinced I was some new kind of jackalope the first time he saw me? And that you were my owner?"

"Sometimes I wish I didn't." Twilight groaned at the memory, "That nutcase tried to set the guards on me for 'not having you leashed or registered'." She rolled her eyes, "He was screaming that he'd 'have my breeding license' by the time they lugged him away."

Spike chuckled at that, "Tell me about. I think we just stood there for almost ten minutes with both of us just thinking 'whaaa?' " He punctuated the end with an exaggerated look of bewilderment. 

A gigglesnort escaped Twilight when he did.

"Sorry to interrupt you, Your Highness, Miss. Sparkle, but we'll be landing in Ponyville in a few minutes." The pegasus called back to

"Ok." Spike took a deep breath, "We'll be finding out how this place is first hand." He added, draping an arm around Twilight.

"R-right." She squeaked realizing how close they were now before unconsciously snuggling in a bit, "Hopefuly we'll find the library we'll be staying at without too much trouble and then get to work!"

"Twi, our moms wanted you to try and make some friends, remember?"

> Ponyville: First Meetings
> --------------------------------------------------------------------------

Planted somewhat near the heart of Equestria, the town of Ponyville was fairly innocuous, its inhabitants going about their daily business.  And given how close it was to the Pegasus city of Cloudsdale, it wasn't considered off to see somepony land in town.

Which explains why no one really batted an eye when a Pegasus-drawn chariot landed and two figures stepped off.

"So this is what Ponyville looks like up close." Spike commented, looking around at the houses, "I mean, you can see this place from some of the palace's upper floors, but it was mostly just roofs." He did another quick look, "Quieter, doesn't seem so packed...I kinda like it."

"Well, it does look nice." Twilight replied hesitantly, just before a sense of urgency took over,  "But we still have to look into Nightmare Moon! As Princess Celestia's student, I have a royal duty to...!"

"Twi! Relax" Spike put his hands on her shoulders, cutting her off "Look, how about we go ahead and check up on the festival preparations, that shouldn't take long, right?. Maybe you'll make a friend or two in the process."

She snorted slightly, "That's rather unlikely, Spike."  

He pretended to not hear her, "Then, if you REALLY feel it necessary, we'll head the library so you can do some research. I'll even order some Chineighese from that place in Canterlot. Deal?"

"There's more important things right now than...!" She froze mid-argument, "The-the one with the cucumber and alfalfa egg rolls?"

"And the red bean cakes with candied lotus seeds in it."

She bit her lip in thought, "Well..I..I guess I can give it a try..."  

"As long as you do." He grinned, giving her a one-armed hug, "And speaking of which, here comes somepony now." 

Skipping their way with a smile on her face was a bright pink mare about Twilight's age, wearing a blue and white dress with a mane and tail that could easily be mistaken for cotton candy.  She got to within a few feet of them before stopping.

"Hi!" Spike said, giving Twilight a nudge.

"Um...hello?" Twilight said uneasily.

The pony looked at them for a split second before suddenly letting out a screaming gasp and bolting.

"Well...THAT was informative." She muttered sarcastically 

"Uh..." Spike scratched his head in confusion, "Was it something we said?"


---------------------------------


"Let's see.." Spike mumbled as he looked over the instructions Celestia had given them, "'Summer Sun Celebration Overseer Checklist...In accordance...blah blah blah...followed in the utmost...blah blah blah...Here we go! Item No.1:  Banquet Preparations." He looked up at the front gate to the large farm they had just reached, "Sweet Apple Acres"  He inhaled deeply, "Smells pretty good here."

"Yee-HAW!" A voice called out from nearby, catching their attention in time to see another mare, this one an orange color with blonde mane and tail, dressed in jeans, flannel shirt and a stetson hat. Leaping towards one of the apple trees growing on the property, she hit it  a hard side kick. The tree shuddered slightly before nearly every apple fell into baskets waiting underneath while she watched with a look of pride.

"Wow.." Spike half-whispered, obviously impressed.

Twilight almost did a double-take when she heard him, "W-what?" She asked, trying to hide the uneasy squeak that crept in.  Was..was he..?

"That was a pretty good kick." He said appreciatively, "Looked kinda fun too."

"Oh, yes, heh. It was impressive." She replied, mentally scolding herself for even thinking what she thought. Clearing her throat, she stepped closer to the farm mare, "Um, hello? My name is Twilight Sparkle, and this is my friend, Spike... "She was abruptly cut off by being grabbed in a heavy duty handshake.

"Well, howdy there, Miss Twilight,  Mr. Spike! Pleasure to make your acquaintance! Name's Applejack. If's one thing we love here at Sweet Apple Acres it's new friends!"

"Fre-e-ends?" Twilight's voice warbled from the vigorous greeting 

"Now, what can I do ya fer?' Applejack winked.

"Actually, we're here to check and see how things are going for the Summer Sun Celebration." Spike said, getting both their arms to stop vibrating even after the cowpony let go.

Applejack raised a brow when she got a better look at the kirin, "Hmm, ain't never seen a pony like you around these parts before." She said, stepping closer to him.

"My first time to Ponyville, to be honest. Lived in Canterlot my whole life."

"You ain't one of them highfalutin' types, are ya?" She asked, the suspicion in her tone showing she didn't think too highly of ponies like that.

"'Highfoo-wha..?" Spike asked, his face screwed up in befuddlement.

"It means having an unacceptably high opinion of yourself compared to others." Twilight supplied.

"A high....OH!" He turned back to Applejack, "You mean a Dickhead!" He shook his head, "Don't worry, that's not my style. I got a cousin who's almost that ponified, unfortunately. "

"S-Spike!!" Twilight yelped in shock at the language.

"Well, he is!" He replied, "Remember when you met him?"

"That's true. But still, language! Anyway," She added, to get things back on track, "He was correct as to why we are here. And you are in charge of the food?"

Seemingly appeased with their answer, Applejack quickly resumed her original cheerful demeanor"We sure as shootin' are? Care for a sample?"

The two Canterlotians looked at each other briefly

Spike shrugged, "Sure, why not?"

"Well, as long as it doesn't take too long." Twilight added.

Ten seconds later, the duo found themselves sitting at a loaded table surrounded by Applejack's relatives as she introduced them.

---------------------------------

"Ooooohhhh..." Twilight groaned pitifully, one hand holding her slightly bulging tummy while the other was draped over Spike's shoulders as he helped her stand, "Too much pie...." She had tried to tell them she and Spike couldn't stay long, but getting the infamous 'puppy eyes' from Applejack's little sister, Apple Bloom, tore through the prince's defenses like Celestia through a cheesecake.

"Well, at least we know the food's good, right?" Spike said, keeping his free arm around her to keep her steady. "All right, next is the weather; a pegasus named Rainbow Dash is supposed to be in charge of that."

Twilight looked up at the cloudy sky, frowning, "Well, she certainly isn't doing a very good..."

*WHUMP!*

Unfortunately her commentary was cut short by a multi-colored blur sending them both into a mud puddle

"Uh, hehe.....excuse me?" The cyan pony on top of them said sheepishly after a moment.
> Green Isn't Twilight's Color
> --------------------------------------------------------------------------

"You two ok? Was practicing a new stunt and didn't see ya."

"Yeah, I'm fine." Twilight grumbled, wiping a glop of mud off her face and glaring slightly at the blue pegasus mare hovering slightly above her. "Spike?"  She was answered with a muffled, "I'm good." from under her.

The pegasus chuckled, knocking some mud off her own shirt and cut-offs, "Here, lemme help ya with that."  She quickly zipped off and returned with a raincloud she bounced on to give them a makeshift shower as they crawled to their hooves. Now they were clean, but drenched.

"Um, I'm all for a quick dip on a hot day, but..." Spike piped up, squeezing what he could of the water out of his mane

Twilight just stood there, glowering, with half her mane covering her face.

"Whoops!" The pegasus laughed, "Guess I overdid it! Um, I got it !" She said, flying around them to whip up a multi-colored twister, "Here, my very own patented 'Rain-blow Dry!"

When she was done, they were both dried off...

"No, no need to thank me. You're quite welcome." She said as she fluttered back to the ground, her voice thick with confidence; at least until she saw the results.

And fell over laughing.

Spike's mane now stuck up in all directions and Twilight's, along with her tail, was a big poofy mess. 

"Talk about your bed heads." Spike muttered, trying to shake his back into place.

"Let me guess, you're Rainbow Dash?" Twilight said to the laughing pony.

She quickly bounced to her hooves before taking flight again, "THE one and only! Why? Ya heard of me?"

"I heard you were supposed to be keeping the sky clear for the celebration tomorrow." She sighed, "I'm Twilight Sparkle and this is Spike. The Princess sent us to check on the weather."

"Yeah, yeah, I'll deal with that in a jiff." Rainbow Dash replied offhandedly as she reclined on a nearby cloud, "As soon as I'm done practicing."

"Practicing for what?" Spike asked. 

"The Wonderbolts!" excitedly pointed to a nearby poster, "They're gonna be performing at the festive tomorrow! And I'm gonna be there to show 'em my  stuff!"
"THE Wonderbolts?" Twilight had a definite air of disbelief in her voice.

"Yep!" 

"Equestria's most talented flying group? Those Wonderbolts?"

"Better believe it!"

Twilight promptly blew a raspberry, "Oh please! They'd never accept a pegasus who couldn't keep the skies clear for one measly little day!"

"Not quite how I'd put it, but she's got a point." Spike added, "I mean, getting it done now would give you the rest of the day to practice."

"Hey, I could clear this whole sky in ten seconds flat!" Came the retort.

Twilight smirked, "Prove it!"

It was obvious the blue mare was quick to rise to a challenge; namely because she took off like a shot, bucking, punching, and plowing through every visible cloud up there. Within seconds, the sky was devoid of any cloud cover.

"See?" Rainbow said, landing back down, "Ten. Seconds. Flat. There's no way I'd leave Ponyville just hanging like that."

The two of them just stood there, jaws hanging open.

"Ha! You two should see the looks on your faces." She laughed, drifting around them. You guys a laugh! I can't wait to hang out again." She hovered a little closer to Spike giving one of his wings a tap, "Cool wings, big guy. Maybe you can show me what you can do with 'em some time."

"E-Excuse me!?" Twilight snapped out of her stupor, "Personal space!" 

However, Rainbow had already flown off.

"That actually was pretty awesome!" Spike said once he'd snapped out of his own.

"What?!" Twilight yelped, torn between looking his way in alarm and glaring in the direction Rainbow Dash had flown off.

"Yeah, she's way faster than I am. Clearing that many clouds would take me a couple minutes." He replied, having to stifle his own laugh at the sight of her mane.

She settled for glaring.


---------------------------------


"Look on the bright side, Twilight; it's kinda cute once you get used to it." He said as they reached the building the festival was to be held at, "Next up is the decora...tions...." He trailed off at the interior, "Whoa!"

"'Whoa' is right!" Twilight looked, fascinated at the design, "This is beautiful!"

"Yeah, whoever did this has taste." He noticed a white unicorn mare nearby, wearing a surprisingly elegant-looking dress and surrounded by floating ribbons, "She must be in charge." Stepping over to her, he coughed lightly to clear his throat and get the unicorn's attention, "Excuse me, I..."

"Just a moment, please." The unicorn chirped, "I'm the zone, as it were!" She continued rifling through the ribbons, "No...no..no...oh, heaven's no! Ah!" She smiled, using her magic to tie the selected ribbon to a pole, "Sparkle always does the trick! Rarity, you've done it again!" Satisfied with her worked, she turned she attention to him, "Now, how can I....help....you....?" Her voice suddenly trailed off into a high squeak when she saw him, along with a blush of epic proportions. "Oh....oh...my.....oh my! OH MY!" She said, her face contorting into a look of unabashed glee.

For a moment, Twilight could swear she saw little hearts pop up in her eyes, "Oh no she is NOT...!"

"Are you all right?" He asked, leaning in a little.

"YOUR HIGHNESS!" She squealed, "Oh my word! Oh my heavens! I never thought I'd see this day! You're Spike! The Crown Prince of Equestria!"

"Well, it's not really something I throw out there, but, yeah." He said, backing up against Twilight.

"Wait, you know him? But the other ponies..." Twilight started 

"Oh, I subscribe to every paper in Canterlot!" Her eyes never left him, "Lets me keep tabs on all the latest fashion coming and going. Not many in town are willing to pay that much money for newspaper, but to me, it's worth it!" She sighed, "I have ALWAYS dreamed of meeting a member of royalty! Especially a prince!" The girl was almost swooning by then, "Oh, just the thought of him sweeping me off my hooves...!"

"Sweeping her off her...??" Spike whispered, "Twilight, what the heck's she talking about!?"

Twilight had to fight the grinding her teeth were attempting to do at the sheer audacity of this mare, " She doesn't even KNOW Spike! And yet she's all over him just because he's a prince!" She quickly took a deep breath and, after resisting the urge to shorten that purple mane by a couple dozen inches, spoke up, "Yes, that's...lovely, but we're just here to check up on the decorations."

"Oh, of courseeEEEEEK!" She screamed once she laid eyes on Twilight, "Oh, darling, what in Equestria happened to your coiffure!?"    

Twilight blinked, her irritation thrown out of wack by the remark, "My what? Oh, you mean my mane? It's a long story. We're just here to check on things then we'll both be out of your hair." She said.

"MY hair!? What about yours!?" Rarity suddenly took Twilight by the hand.

"Hey! What the? Where are we..?" She sputtered as she was dragged off, a somewhat confused Spike following quickly behind.


---------------------------------
 

Twilight's head was swimming a little by the end of it all. After this Rarity had dragged her to the shop she owned, a place called the Carousel Boutique, she found herself being stuffed into so many dresses she'd lost count.

She'd even managed to somehow get Spike into a couple of outfits, though she did think the tux looked GOOD on him.

"Now Darling, you were saying?" Rarity asked as she tugged on the laces of the corset she'd managed to get Twilight into.

Twilight grunted slightly from the squeezing, "P-Princess Celestia...sent..us..to check on.....the decorations...!"

"She sent you both!?" Rarity inadvertently let go of the laces, causing them both to go sprawling on the floor, though she was back on her hooves in an instant.

"Yeah, Twilight's her personal student." Spike added, managing to get back into his old clothes.

"Oh! You are SO lucky!" She gushed, "To spend so much time around the Princess AND Prince! The glamor,  the sophistication! Living in Canterlot has always been my greatest dream. I can't wait to hear all about it. You and I are going to be the best of friends!" She looked at Twilight had on, "Cotton!? What WAS I thinking? Let me find you something in silk!" With that, she trotted off.

As soon as she was gone, Twilight grabbed Spike and started pulling him to the door, "Quick! Let's get out of here before she decides to dye my fur!"


---------------------------------


"That was...interesting, to say the least." Spike said once they were well away from the boutique.

"Putting it mildly." Twilight replied. Thankfully she had managed to get her clothes back as well, "What do we have left?"

"Music's the last item on the list." He said as they pushed through some bushes to the sight of a light yellow pegasus mare apparently conducting a group of birds.

Twilight climbed out easily. Spike, on the other hand, seemed to be taking his time.

"Spike, what's wrong?"

"Shoot! Go on ahead, Twi, my shirt's caught!" He muttered, diving back into the foliage to free himself, "I'll be there in a minute."

Stepping closer, Twilight watched as she said something to one of the birds, but her voice was too soft to really make it out.  Noticing she was about to start again, she decided to go ahead and get her attention, "Hello!"

Unfortunately, this seemed to just startle her and the birds, who all flew off.

"Oh! I'm really sorry, I didn't mean to scare away your birds! I'm just here to check on the music, and it sounded beautiful!"

The pegasus landed not too far away, and for a moment both mares stood in an awkward silence.

"I'm Twilight Sparkle."

She simply gave her a sidelong look, her pink mane hiding most of her face.

"What's your name?"

"I..I'm..." The rest was said to quietly for Twilight to hear.

"I'm sorry, what was that?"

Again, the pegasus's voice was too soft to understand.

"Didn't quite catch that."

This time, only a whimper escaped her lips.

"Well,uh, looks like your birds are back, "She commented, seeing they'd all returned, "So I guess everything ok. Um, keep up the good work!"

Another whimper.

"Ooo-kay..." She was cut off the sound of branches snapping and turned in time to see Spike come stumbling out of the bushes.

"Finally! I miss anything?"

"Nope, looks like we're done. Let's hurry and get to the library!"

"Um, Twilight? Is she all right?"

"Huh? Why do you ask?"

"'Cause she's headed this way and staring at me funny." He pointed to the pegasus mare, now slowly moving towards them with a somewhat jerky-legged walk and her now wide eyes focus completely on Spike.

"That's weird, she seemed scared to even look at me a moment ago." Twilight thought, watching her just go by, "Does she recognize Spike too??" 

"Y-you're a...a kirin...I thought you...I thought you were just a fairy tale...!" She finally spoke out loud enough to hear, though it was still somewhat quieter than normal voices.

However, as she walked past, Twilight spotted something that once again drew her ire, "Wait..is...she's blushing! NOT ANOTHER ONE!" She screamed mentally.

"Oh, I never thought I'd get to meet one of you!" She said excitedly, "E-especially one this...this handsome... " Her blush almost tripled in intensity.

"Heh. Well, thanks." Spike scratched the back of his head in slight embarrassment, not noticing the vein showing on Twilight's forehead.

"This is just so..so amazing!" She squeaked, her wings fluttering wildly as she bounced on her hooves, "I don't even know what to say!"

"Well, in that case we better get going!" Twilight said, using her magic to pull him over to her.

"Ohh! Wait! What's your name?" She asked, quickly trotting over to follow them.

"I'm Spike."

"Hello, Spike. I'm Fluttershy."

"Oh, I'm Fluttershy!  Now she actually replies!" Twilight snarked under her breath. It was bad enough that that Rarity mare was fawning over him! 

"Oh wow, I'm actually talking to a kirin!" Fluttershy's smiled widened...

And Twilight's eyes rolled

"What do kirins like to talk about?"

"Not too sure, to be honest." Spiked replied as the three of them made their way down the road, "I'm the only one I know about. Um, what do you want to know?"

"Ooh, absolutely everything!"

"Oohhh.." Twilight groaned.

"Oh, heh, well...I guess I should start at when my mom hatched me...."


-----------1 Hour Later-----------


"...And so me and Twi are here; that's pretty up everything." Spike said, finishing up his tale, "Aside from all that's happened today."

"Oh oh! Please tell me about today!" She chirped, bouncing on her hooves again.

"Oh, I'm so sorry, how did we get here so soon?" She interrupted them, gesturing to the Golden Oaks Library they were now standing in front of, "This is where we'll be staying while in Ponyville. If you'll excuse us, we've been up since early this morning and we really should get some sleep before it all starts."

"Early? But Twilight, you didn't get up till-ow!" He yelped when she kicked him in the shin.

"See? The poor guy is so exhausted, he can barely keep steady!"

"Oh dear! Here let me help you get in!" Fluttershy almost carried him through the door.

Twilight, on the other hand, bolted inside and quickly shoved Fluttershy back out, "Yes yes, we'll get right on it. Well, good night!" With that, she shut the door as fast as she could.

"Twilight, what's gotten into you!?  Rude much?" Spike frowned at her from the poorly lit interior.

She sighed, "I'm sorry, Spike, but we have to convince everyone that Nightmare Moon is coming and we're running out of time!  We need some time to study without any crazy ponies trying to make friends all the time! Not to mention these dang mares who seem to think they can just waltz in on you like that!" She started looking around, "Where's the light switch?"

As if on cue, the place suddenly lit up, temporarily dazing the duo.

"SURPRISE"  
> Summer Sun Siege
> --------------------------------------------------------------------------

Both Twilight and Spike's heads whipped around at the sheer number of ponies in the library with them.

"Sur-PRIIISE!" The pink mare they had seen earlier that day yelled, bouncing into view, "I'm Pinkie Pie, and I threw this party just for you! Were you surprised? Wereyouwereyouwereyou?"

"Um, very." Twilight chuckled weakly, "But we were hoping for quiet."

"Well that's silly!" Pinkie Pie giggled, still bouncing on her hooves, "Whoever heard of a quiet welcome party? Bor-ing!"

Twilight fought back a groan and headed to one of the drink-laden tables with Spike in tow and Pinkie not far behind, "I saw you when you first got here, remember? You were all 'hello!' and I was like 'GASP!', remember? You see, I never saw you two before, and if I never saw you two before, that means you're new and that I don't know either of you; and I know everybody, and I mean EVERYBODY, in Ponyville! So if you're new, then you haven't met everyone yet, and if you haven't met everyone yet, that must mean you don't have any friends yet! And if you don't have any friends, that means you must be lonely, and that made me so sad!"

Twilight tried to ignore her as she poured a glass of the first bottle she could grab.

"Lonely? How can either of us be lonely if we have each other?" Spike asked, getting a drink as well, and once again, missing the blush Twilight had to fight down. 

Pinkie was still going strong, though, "And I had an idea! And that's when I went 'gasp!' I'd just throw a Great Big Ginormous-Super-Awsome-Welcome-to-Ponyville Party, and invite everyone in town!!" As if on cue, the other four they had met that day popped up behind her, "See!? And now you have lots and lots of new friends!"

"Uh, heh." Spike scuffed his hoof against the floor nervously, "Well, we appreciate the gesture--Pinkie, was it? But I'm afraid me and Twilight won't be..." He stopped when she suddenly whirled around, face red and eyes welling up, "Twi?"

"You all right, Sugarcube?" Applejack asked.

With a muffled scream, Twilight jumped, her hair and mane almost igniting before she bolted off

"Aww, she's so happy she's crying!" Pinkie smiled.

Watching her run upstairs, Spike checked the bottle she had used, "Hot sauce?" A hand deftly reached over and tipped the bottle onto a nearby cupcake.

One that Pinkie immediately devoured, "What?" She chew-replied to the others who were watching in shock, and in Rarity and Rainbow Dash's case, slight nausea, "It'sh guud!" 


-----------A Few Hours Later-----------


Twilight let out a pitiful whine from the muffled thumping beat of the party music downstairs. She buried her head under the pillow and was trying to put the noise out of her head when the door opened and a streamer-covered Spike stumbled in, quickly shutting it behind him, "Spike! Where've you been!?"

"Pinkie kept pulling me around to meet ponies." He panted, untangling a ribbon from his mane, "I just now managed to get away after Applejack's brother, Big Macintosh, challenged everyone around him to a drunk hula contest." He snickered at that.

"The ponies in this town are all CRAZY!" She snapped, "Do you know what time it is??"

"It's the eve of the Summer Sun Celebration." He went up the steps to the alcove her bed was in and sat on the edge, "Everyone's going to be up or they'll miss Mom raising the sun."

She simply groaned, "Here I thought I could learn about the Elements of Harmony, but silly me! All this 'friend-making' has kept me from it!" She rolled onto her side and looked out at the moon hanging in the sky. At the sight, she sat up and edged to the window.

"Twilight?" Spike asked, moving over beside her.

"The legend says that on the longest day of the thousandth year, the stars will aid in her escape. And she will bring about everlasting night." The worry in her voice was palpable.

"Come on, Twi. I'm sure everything'll be fine." Spike put an arm around her, "The sun'll come up and we can spend the whole day having fun to relax." 

She leaned against him a little "I hope so, Spike. I hope it really is just an old pony tale."

"Well...I guess we'll find out before long." He replied, pointing to the clock, "It's time for the sun rise."


---------------------------------


The Ponyville Pavilion was almost filled to capacity as the townsfolk filed inside, some of those that could took to hovering in the air.  The excitement in the air was evident from the scattered chatter and murmuring, except for one pony, though.

Twilight was doing her best to keep a calm facade, but underneath she was almost in a panic about what might happen in the next few minutes.

A certain hyperactive mare nearby didn't really ease her nerves, either, "Isn't this EXCITING!?" Pinkie asked in a rapid-fire voice, "Are you excited? 'Cause I'm excited! I've never been so excited! Well except for when I saw you walking into town and I was all 'GASP!', but I mean, seriously, who can top THAT!?"

She stopped just in time for the introductory music to start up.

"Fillies and Gentlecolts!" The town mayor spoke up, grabbing their attention, "As Mayor of Ponyville, it is my great pleasure to announce the beginning of the Summer Sun Celebration!" She waiting for the cheering to die down before continuing, "In just a few moments, our town will witness the magic of the sunrise and celebrate this, the longest day of the year! And now, it is my great..."

During the speech, Twilight  looked out the window in time to see the mare image on the moon vanish. This only served to worry her more.

Spike noticed this and tensed slightly, he'd seen his friend have moments of panic over the years; though they were mostly over things like thinking she had lost a book or trouble casting a spell. Outside of storms when she was little, this was the first time he'd truly seen her borderline scared.

And he didn't like the cause one bit when he saw it.

"...The very pony who gives us the sun and the moon each and every day: the good, the wise, the bringer of Harmony to all Equestria....Princes Celestia!"

On cue, Rarity pulled the curtain rope to reveal...

No one.

A wave of concern rippled through the crowd.

Spike and Twilight looked at each other.

"This is bad!" She whispered.

"VERY bad!" He added.

"N-now calm down, everyone." The mayor said nervously, "I'm sure there's a reasonable explanation." 

"Ooh! How many guesses do we get!?" Pinkie asked eagerly, "Is she hiding?" 

"She's gone!" Rarity called out as she emerged from around the curtains, "There's no sign of her anywhere!" 

The crowd's concern turned to fright.

"She's gooood." Pinkie said before screaming herself at the sight of an ominous purple cloud that began forming on the balcony  

"Oh no!" Twilight whispered, watching the cloud part to reveal a black alicorn mare in blue armor, her mane and tail resembling the former cloud.

"Oh, my beloved subjects. How long it's been since I last saw your  precious, sun-loving faces!" She bit out the last words with a measure of contempt.

"What'd you do with the Princess!?" Rainbow Dash demanded, charging at her.

"Whoa, Nelly!" Applejack grabbed her by the tail before she did something rash.

The alicorn laughed, "Oh? Am I not royal enough?  Don't you fools know I am!?"

Pinkie instantly began rattling out names before Applejack stuffed an apple in her mouth.

"Does my crown mean NOTHING after a thousand years of imprisonment!? Does no one recall the legend? Didn't you see the signs!?"

"We did!" Twilight spoke up, "And we know who you are!"

"The Mare in the Moon, or should we say,  Nightmare Moon!" Spike growled, his horn lighting up "And now you can answer Rainbow's question: Where's. My. Mother!?"
> The Gauntlet Is Thrown!
> --------------------------------------------------------------------------

Nightmare Moon cackled sinisterly at Twilight and Spike's statements, "Well, well, some ponies that DO remember me. Then you know why I'm...." She stopped abruptly.

She blinked a few times

Silence reigned.  

"Wait.." She looked at Spike, "Did I hear him right?? Did you say 'your mother!?" 

He snarled, "I'm not going to ask again." His horn ignited, and a ball of jade green flame manifested between his hands.

"Seriously?" She started to laugh again, "You're tell me Sunnybutt is really a MOM!? Oh this is too rich! I can't believe she actually popped out a sprog! And judging from those wings,  she must've been feeling adventurous!"

"ANSWER ME!" With a hard push, he launched the fireball towards her.

Only for it to splash uselessly on the shield she tossed out.

He launched another; nothing.  

Charging up his horn, he took flight and let loose with a straight beam of magic. It crackled against her defenses, causing an impressive light show, but little else.

"Well, that was in an interesting display." She smirked, "But your technique is all wrong."  With a snap of her fingers, what looked like a jet black marble appeared on the tip of her horn and grew until it was as big as a pony's head. Her eyes slowly scanned the crowd before settling on a certain lavender mare, "Let me show you how it's done!" She hissed, sending the orb screaming towards her.

Twilight froze; it was moving fast enough to still clip her if she tried to dodge, and even if she did avoid it, it could still hit the ponies behind her! 

"Twilight!" In a flash of green flame, Spike teleported in front of her and brought up his own shield, reinforcing it with his wings. The black orb shattered the shield and slammed into him, sending the flying over her head for at least five yards before thudding back to the ground.

"SPIKE!" She screamed, running to his prone form. The membrane of the wing it had first struck had a black scorch mark and the wrist joint was already starting to swell slightly. Relief washed over her when she got close enough to see he was still breathing.

"Nnnnhhh.." A dull groan escaped his lips, "Now I know how a golf ball feels...ow..." 

"Seize her!" The Mayor shouted to the royal guards, who took off at her, "She's the only one who knows where the Princess is!" 

"Stop!" Spike grunted as Twilight helped him up. 

"FOOLS!" Nightmare roared, calling forth a bolt of lightening to knock them out of the air. "Remember this day, little ponies." She leered at them, "For it will be your last. From this moment on, the night will be ETERNAL!" She laughed maniacally as she shifted into a cloud and took off into the night.

"Get back here!" Rainbow Dash yelled, breaking free from Applejack's grip and flying off after her, only to see the cloud vanish into the distance, "Eternal...night?' She asked worriedly before spotting Twilight and Spike running out, "Where are THEY going?" 


-----------A Few Minutes Later: At The Library-----------


"Elements! Elements! Elements!" Twilight frantically rummaged through books.

"There's nothing here!" Spike yelled in anger, followed by a loud thump.

She whirled around to see him bracing himself against the wall with one hand, his other resting on the shelf he'd just knocked several books off of. It wasn't hard to hear him breathing heavy, "Spike?" Concern laced her voice.

"I'm sorry, Twi..." He responded quietly.

She moved closer to him, "Sorry? For what?"

"Nightmare Moon, the elements, the whole thing! I should've taken you more seriously about this!" He panted, more from the lingering pain than anything, "Now Mom's missing and that...that psycho mare is out there doing who knows what!" He halted when she suddenly appeared in his field of view and wrapped her arms around him.

"There's nothing to be sorry about, Spike." She whispered, "I honestly hoped that I was wrong about it all. Neither of us could have been a hundred percent certain about it." 

He was motionless for a few moments before letting out a long, sighing exhale, "Yeah, you're right Twi. I just don't know which I'm worried about more; Mom or what might happen to the other ponies in Equestria."

"Which is why we have to try and find something that'll tell us where the Elements of Harmony are."

"And just what ARE these 'Elements of Harmony', huh!?" Rainbow Dash demanded, zipping up in front of them, "And how did you two know about Nightmare Moon!? And what's this whole business Spike was getting worked up about back there--whoa!!" She yelped as Applejack yanked her back down by her tail, Fluttershy, Rarity, and Pinkie Pie right behind her.

"Simmer down, Dash." The farm mare spoke up, "Getting riled up ain't gonna help nopony, but you're right about one thing." She looked at the pair, "There's a lot more to this than either of ya are lettin' on, isn't there?"

Twilight looked at the five, "According to the prediction concerning Nightmare Moon, some mysterious objects called the Elements of Harmony are the only things that can stop her. But, we don't know what they are, or where to find them."

"We don't even know what they're supposed to do." Spike added.

"The Elements of Harmony: A Reference Guide." Pinkie spoke up, looking at one of the nearby shelves,

Before Twilight almost bowled her out of the way, "How'd you manage to find that!?"

"It was under E-ee!" She replied, bouncing by in a sing-sing voice.

"Oh." Twilight had the grace to look sheepish as she took the book down, "There are six Elements of Harmony, but only five are really known: Kindness, Laughter, Generosity, Honesty, and Loyalty. The sixth is a complete mystery. It's said the last known location of the five Elements was the ancient castle of The Royal Pony Sisters, located in what is now..."

"'The Everfree Forest'!" They gulped in unison.
> Forest Trail Trials: Pt.1
> --------------------------------------------------------------------------

The foreboding wood stood before them; a tangled mess of mossy trees and brush. The only sound emanating from it was the chirp of crickets and occasional frog.

"Lovely." Spike deadpanned slightly.

"Woo-hoo! Let's go!" Pinkie cheered, starting her way towards the treeline.

"Hold on, Pinkie." Twilight cut her off, "Look, I'm not saying the offer isn't appreciated, but I'd really prefer to do this on my own.."

"Wrong, Twilight Sparkle." Spike set a hand on her shoulder, "If you think I'm letting you go in there without somepony to watch your back, you are dead wrong."

"What? But, Spike; your injured!" She pointed to his wing.

"I'm fine, Twi. It's just a welt." He chuckled, wincing a little when he moved it some "Had worse happen when I was learning to fly."  

She hesitated briefly before relenting. 

"And that goes double for us, Sugercube." Applejack stated, "There's no way we're letting friends of ours go into that creepy place by themselves. We're sticking to you two like caramel on a candy apple!" The others murmured in agreement with her.  

"Especially if there's candy apples in there!" Pinkie added, running to catch up, "Those things are GOOD!"

Twilight looked back at him and sighed in resignation.

He simply shrugged before they followed them in. 


---------------------------------


"Um, s-so none of you have ever been in h-here?" Spike asked, trying to hide the nervousness in his voice.

"Oh, goodness no!" Rarity replied, "J-just look at this place; it-it's horrible!"

"Ain't natural is what it is." Applejack added, "Folks say it don't act the same as the rest of Equestria."

"What's that supposed to mean?" Twilight looked around uneasily.

"Nooopony knows." Rainbow Dash said in a spooky tone, grinning as she stalked towards Rarity, Fluttershy, and Pinkie, "Ya know why?"

"Rainbow, knock it off!" Applejack scolded.

Rainbow ignored her, "'Cause nopony who's ever come in...has ever...come...OUT!"

If she hoped to scare them, she didn't get to see, because at that moment, the ground they were on suddenly gave out from under them. Rainbow and Fluttershy were able to go airborn, but the rest of the group were sent screaming as they slid down a steep cliff!

"Hang on!" Digging his hooves and claws into the dirt, Spike tried to use the traction to kick off into the air. When he tried to throw his wings out, however, he was hit with a cracking sensation in his wing's wrist joint, followed by a splitting pain that made him almost double over, "AH, my wing!Her spell hit me harder than I thought!" He bit back the cry of pain as he tried to extend it again, "Feel's like it's broken! Looking up, he was relieved to see the two pegasi had gotten Pinkie and Rarity out of there, but Applejack and Twilight were still going...straight towards a sudden drop; and the pain in his wing was making it impossible to focus on a teleport! With no other option, he dropped onto his back and slid after them.

By sheer luck, Applejack had managed to latch onto an exposed root.  Twilight on the other hand, wasn't as fortunate, slipping almost all the way off and scrabbling to try and pull herself up. Seeing the situation, Applejack resumed the slide, "I'm coming!" Thankfully the root slowed her down enough to stop early and grab Twilight's hand.

"Applejack!" She grunted, trying to get a hoofhold on the rocks, "What do I do?!"

The farm pony glanced around as if searching for an answer before looking her in the eye, "Let go."

"WHAT!?" Twilight glared, "Are you out of your mind!?"

"No. I promise, you'll be safe."

"That's not true!"

"Now listen here; what Ah'm sayin' here is the honest truth." She replied in a reassuring tone, "Let go and you'll be safe."

Twilight was prepared to say she was nuts, but for some reason she couldn't help but feel a measure of trust at what was said. With a second glance to Applejack, she took a deep breath...

And followed the advice.

"Twilight!" Spike yelled when he saw her slip over the edge, twisting around as he reached Applejack to look down.

"YAAAHHH!" Twilight screamed as she plummeted down. (Though she trusted Applejack's word, it still didn't mean the fall wasn't scary!) She wasn't sure how long she fell, but she was aware enough to feel her descent suddenly slow down. Risking a look, she cracked open an eye to see Rainbow Dash and Fluttershy had a hold of her.

Well, they did after Fluttershy lost her grip for a second, "Eep! Sorry girls." She apologized, "I'm not used to holding more than a bunny or two.

On the way down, Twilight watched Applejack descending with Spike right behind her, though the fact he wasn't flying gave her cause for concern.

"Twilight, are you ok!?" He asked once they were all together.

"I'm all right, Spike." She looked back at him, "But what about you? How come you didn't fly down?"

"I'll be fine. That spell just left me grounded for a while, that's all." He replied, doing his best to look normal.

She stared at him for a moment that felt like an age to him, "Well....all right. But if that really does start bothering you, say something, ok?"

"I will." He nodded. However, he had a feeling Applejack didn't quite buy it, judging from the slightly suspicious look she gave him before they moved on.


---------------------------------


"And once Pinkie and Rarity were safe, WHOOSH!" Rainbow boasted, doing a barrel roll right above Twilight as she did, "Me and Fluttershy loop-the-looped around and wham! Caught ya right in the nick of time!" She added, landing with a flourish.

"Yes, Rainbow, I know." Twilight had to resist the urge to deadpan that sentence, "I was there. And I'm very grateful, but we..."

*THUMP*

She was cut off by the sight of a large lion-like beast in their way, sporting wings and a scorpion tail, "A manticore!" She gasped before it let out a fearsome roar! "We gotta get past it!" 

With that, six out of the seven charged.

Rarity struck first, dodging its swipe and hitting it in the face with a back kick, "Take that, you ruffian!" She yelled triumphantly.

It quickly retaliated with another roar, point-blank in her face and turning her mane into curled up wad on her head.

"My hair!" She screamed, running before it could do anything worse.

"Wait...!" Fluttershy called out, but it was too soft for anyone to really pay attention

It started to give chase, until it felt something land on its back.

"Ye-haw!" Applejack yelled from on top as it tried to shake her off, "Get along lil doggie!"

"Wait!" Fluttershy tried again.

After a few jumps and shakes, the manticore managed to toss her off with a hard buck. "All yours, Dash." She commented, sailing past the speedster.

"I'm on it!" Rainbow saluted, blasting past Fluttershy--who, again, tried to call out "Wait!" But to no avail.--to literally fly high-speed rings around the creature, attempting to dizzy it.

It almost worked...until it got in a lucky hit with its tail to knock her out of the air and skidding to a halt in front of the others.

"All right! That's it!" Twilight said, "One-on-one with this thing isn't working at all!"

"She's right." Spike stared the monster down, "We're going to have to hit him all at once! On three; ready!?" 

"WAIT!" Fluttershy screamed, jumping in front of them.

The others looked at her in confusion as she walked up to the manticore, who quickly reared up.

"Fluttershy!" Spike yelled, readying a spell to blast it...

"Shhh, it's ok." They all heard her coo gently.

Only to stop dead, his jaw dropping, "Wha..??"

The rest looked on in slight amazement as she lightly nuzzled its paw. The manticore looked her, then its paw before holding it out to her, showing a large thorn embedded in it.

"Oh! You poor little thing!"

"Little!?" Rainbow Dash and Spike responded in unison.

"Now, this might hurt for just a second." She said, taking hold of the thorn and giving it a quick pull.

The manticore quickly picked her up, letting out another loud roar as it did...then proceeded to lick her face, purring happily.

"Ooh, you're just a little kitty, aren't you? Yes, you are! Yes, you are!" She giggled.

"How is she DOING that!?" He whispered, "That's a frigging MANTICORE! A large, cranky chunk of fauna! Just...I mean...it's...HOW!?"

The other girls took this moment to quickly move past, pulling a still slightly dumbstruck Spike with them.

"Fluttershy, how did you know about the thorn?" Twilight asked once they were all by.

"I Didn't." Came her answer, "Sometimes we all just need a little kindness."

Twilight furrowed her brow in though briefly, then simply smiling before following.


---------------------------------


"Any idea how far we've gone?" Spike asked as they continued their trek, "Feels like we've been going for miles."

"I wish I knew. The Everfree's never really been measured." Twilight answered him.

"Either way, I hope we get there soon." Rarity threw in her two bits, "My eyes need a rest from looking at all this awful muck." Her wish was  answered when the forest canopy quickly became too thick for the moonlight to pass through, leaving them in complete darkness, "Well...I-I didn't mean literally!"

"Ugh, we could be right by the ruins and not even know it!" Twilight muttered as they all began feeling about blindly. 

"Oof!"

"Hey! Watch it!"

"That tickles!"

*squish*

"Wait, Ah think Ah stepped in something."

It was then that Fluttershy let out an ear-splitting scream.

"It's just mud..." Applejack said, until she turned and saw exactly what made the pegasus shriek:

Right in front of her stood a monstrous, fang-lined maw.

"Ah!" She yelped, jumping back.

They quickly realized there were more;  all around them were malevolent, snarling faces, every one of them baring  jagged teeth and mouths large enough to fit a pony.

And they were all surrounding them.

"No one said this place was HAUNTED!" Spike screamed, joining the others in their fright.

Well, most of them. The screaming died when they began hearing laughter of all things: Pinkie Pie was standing in front of one the faces...

Giggling her head off and making silly faces back at it, "Rawr! Blblbl! Hehe!"

"Pinkie! What are you doing!?" Twiligh hollered, "Run!"

She simply laughed, "Oh girls, and Spike, Don't you see?"

Suddenly, a surprisingly upbeat tune began to play.

Spike looked up, "Does anyone else hear that?" 


> Forest Trail Trials: Pt.2
> --------------------------------------------------------------------------

Whether it was Pinkie's song, or her undeniably optimistic nature, Spike had to admit one thing: the infectious bout of laughter that followed was just what everyone needed. Especially after it helped reveal the so-called 'horrors' to be nothing more than illusions on the trees. The group found themselves in high spirits afterwards as they resumed their journey.

Or they would be, if it wasn't for the rather violent-looking river they were now staring at

"How are we gonna cross THIS?" Pinkie asked.

"Um, you know we got three magic...?" Spike started to say before they heard loud sobbing nearby. 

Pushing through a nearby bush revealed the source. In the water was a bawling sea serpent with what looked like an orange pompadour. His writhing and thrashing seemed to also be the cause of the churning rapids, "Oh, what a world! What a world!" He wailed.

The group looked at him for a moment until Twilight stepped up, "Excuse me, Sir. Why are you crying?"

"Oh, it's awful!" He replied, "I was setting here, minding my OWN business, mind you, when this tacky little purple cloud of smoke zipped past and ripped half of my beloved mustache clean off!" He lowered his head to show them the tuft that remained.

"Ouch..!" Spike winced, "That had to sting."

"And now...I look simply HORRIBLE!" He fell back into the water, dousing all them with the splash.

"Gimmie a break!" Rainbow muttered. 

Applejack looked at him incredulously, "That's what this is all about!?" 

"Well of COURSE it is!" Rarity replied indignantly, "How can you be so insensitive!?" She sauntered up to him, "Oh just look at him; such lovely luminescent scales!"

The sea serpent sniffled, "I know."

"Well, they are shiny," Spike threw in, "But we gotta..." 

Applejack interrupted him with a hand on his shoulder, "Let it go, Sugarcube. Once she gets like this, there ain't nothing that can stop her short of a five ton rock."

"And your expertly coiffed mane!" Rarity continued.

"Oh, I know! I know!" He seemed to perk up at that.

"Your fabulous manicure!"

"It's so truuee!" He gushed.

"All ruined without your wonderful mustache!" 

"It's true, I'M HIDEOUS!"

"I simply cannot let such a crime against fabulousity go uncorrected!"  With that, she grabbed hold of one of his scales and yanked it off.

"OWIE!" The serpent yelped, "What did you do that for!?"

"Rarity, what are you...?' Twilight started.

"It's lopsided, but I don't think I'd go quite that far!" Spike said, "I mean, Twilight's got a spell that'll give him a..."

*SHINK!*

With a swing, Rarity brought the sharp edge of the scale down on her tail, cutting it off almost to the dock. (and causing the serpent to almost faint in the process). 

"....New 'stache. " Spike sighed, "Nevermind."

Then, enveloping it in her magic, she fused her tail to the torn stump.

"OH-hohoho!" He squealed in glee, "My mustache!"

"Simply smashing!" She smiled.

"Rarity, your beautiful tail!" Twilight spoke up in concern.

"Oh, it's quite alright, my dear. Short tails are in this season, Besides, it'll grow back."

"Well, either way, the river's settled down now!" Twilight said trotting out into the water, "We can make it across now!" 

Suddenly she found herself raised up on the sea serpent's back.

"Allow me!" He said, diving his head back under to give them a complete bridge.

Once across,  they continued onward.

"Ah'm glad that's over with." Applejack sighed in relief.

"Same." Spike grinned, "Though, I do have one question."

"What?"

"Well, I'm just remembering it; but before we got distracted by that guy's hair problem...I'm still grounded, but why didn't Rainbow and Fluttershy just fly over? And me, Twilight, and Rarity could've levitated the rest of us across."

He got several blank looks in return.

At least, until Rainbow Dash's scream of "ARE YOU KIDDING ME!?" Echoed through the forest.


---------------------------------


After pulling themselves back together--and getting Rainbow to not bang her head against the nearest rock--they soon found themselves at their destination.

"There it is!" Twlight yelled excitedly, "The ruins that hold the Elements of Harmony!" She immediately took off towards with the others not far behind, "We made iiiii-eeeeYIPE!" She yelled, flailing her arms at the edge of the chasm; apparently what was supposed to have been a bridge spanning it had come loose from the far side and now hung down into the foggy abyss. Thankfully she was pulled back in time.

"What is it with you and cliffs today?" Rainbow asked after letting go of her tail.

"Now what?" Pinkie sighed.

"Don't worry. This time I'm ready!" Rainbow said, diving down to grab the bridge's loose end and carry it back over.  She began to tie it when a voice called out from somewhere.

"Raiiinnnbooow." 

"W-wha? Who's there!?"

"Raaaaaiiiinbooooow."

She immediately struck a fighting stance, " You think you can scare me!?" She shouted, throwing a few punches, "Show yourself!"

"We've been eagerly awaiting the arrival of Equestria's best flyer." The voice said.

"Who?"

"Why, you of course." 

"Really!?" She squeaked, "Uh...I-I mean.. Oh yeah, me! Hey, you wouldn't mind tell the Wonderbolts, that, would ya? 'Cause I've been trying to get into that group for AGES!" 

"No, Rainbow Dash; we want you to join US." Out of the mist stepped a mare and two stallions. All three were dressed in uniforms similar to the Wonderbolts; but theirs were dark purple and  black, "The Shadowbolts! We are the greatest aerial team in the Everfree Forest; and soon to be the greatest in all of Equestria! But first we need a captain."

Rainbow's eyes lit up when she realized the insinuation.

"The most magnificent..."

"Yes?" 

"Swiftest..." 

"Yes!?"

"Bravest flyer in all the land!"

"Yesyesyes!" 

"We need..." The mare flew in close and whispered, "You."

"WOO-HOO!" Rainbow squealed, jumping into the air, "Where do I sign!?" She quickly flew back to the rope, "Just let me get this bridge tied back up and then we..."

"NO!" The mare snapped, "It's them or us!"

"Rainbow!" Twilight called out, "What's taking so long!?"

"Hey...who's that with her?" Spike asked, squinting slightly, "They kinda look like Wonderbolts...but the uniform's off. For that matter, why would they even be out here?"

Twilight's eye's widened when she saw, "Oh no...RAINBOW!"

Suddenly, the Shadowbolt mare glared at them, her eyes glowing through the goggle. 

"Don't listen to them...!"

Within seconds, the fog hid them from sight and muffled Twilight's voice

"Well?" 

Rainbow looked back at where the others had been, closing her eyes for a moment before looking back up at the Shadowbolts, "You..."

The mare smiled evily in triumph.

"Thank you. For the offer, I mean." She added, trying the rope back, "But I'm afraid I'll have to say no." With that, she flew back over as the  fog parted, and to the cheers of the others. "See?" She told Twilight as they made their way across, "I'd never leave my friends hanging!"


---------------------------------


"Whoa.." Rainbow whistled in awe when they finally entered the ruins.  

In the center of the room stood a large stone statue with five arms radiating out. On each one sat an orb with a jewel shape engraved on it.

"Come on, Twilight." Applejack said, "This is what you and Spike've been waitin' fer, right?"

"The Elements of Harmory, we finally found them." Spike said as they watched Rainbow and Fluttershy fly up to get them.

"Careful...easy does it, girls." Twilight warned them, "There's no telling how delicate they really are."

"One, two, three...there's only five!" Pinkie called out in alarm, "Where's the sixth?"

"The book said 'when the five are present, a spark will reveal the sixth element'." Twilight replied, sitting in front of the elements.

"All right, and what the hay is THAT supposed to mean, exactly?" Applejack looked at Spike.

"I don't know. Twilight's a lot more familiar with the legend than I am." He responded, kneeling down beside her.

"I might have an idea." Twilight said, focusing on the Elements, "Everyone stand back, I don't know what'll happen." Her horn lit up as she began to concentrate.

"Come on, ya'll. We'd better go so she can concentrate." Applejack said, stepping back out the door. The others weren't too far behind, though Spike held back for a moment, looking back one more time to be sure she'd be ok before following them.

As soon as they were out, though, a purple vapor emerged from behind the rubble and darted towards the Elements. 

Twilight was unaware it was until it began spinning around them, speeding up into a whirlwind and lifting them up in its grasp. 

"I think not." A malicious, and frighteningly familiar voice spoke up.

When she realized what was happening, she could only let out a scream of alarm at the sight.

Fortunately, it was loud enough to alert the others outside.

Watching the vortex, Twilight quickly spotted the spheres rising higher and higher inside, "The Elements!" She yelled, diving for them...

Only for all three; the twister, the Elements, and Twilight to vanish together just as the others reached her.

"What the!?"

"Where did she go!?"

"TWILIGHT!" Spike screamed.
> Confrontation
> --------------------------------------------------------------------------

Twilight coughed as the smoke finally cleared. What she saw when it did, however, didn't help the situation.

She was now in a different chamber of the palace. Where exactly, she wasn't sure, but that was a moot point right now. Her real concern was the other occupant.

Less than a hundred feet away stood Nightmare Moon, with the Elements of Harmony floating around her. "You really think I'd let you activate the Elements THAT easily?" Nightmare chuckled darkly before setting them on the ground, "Once I destroy these, my rule will be absolute. But first..."  She smirked as a dark miasma coalesced around her horn, "Something to keep your little friends occupied." With that, the vapor rocketed out a nearby window.


---------------------------------


"Where'd she go!?" Fluttershy yelled as she and the other looked around frantically.

"Up there! Look!" Rarity called out , pointing out the window to a nearby tower. An eerie bluish light could be seen shining from every opening.

Before she could turn to see if the others had heard her, however, a clawed black hand reached out for her from under the window. It almost snagged her mane before she managed to leap back, almost knocking Pinkie over. 

Her answer came in the form of the hand being followed by...something vaguely resembling a pony, but its body was a gnarled, shadowy mass. In place of its other arm was a writhing tendril, twisting and whipping at anything close. The head faced them, the sickly purple eyes stared unblinking before letting out a grotesque snarl and scrambling into the room...

Followed by dozens more like it. Some clamored after the first, others clawed their way long the walls, scurrying around like some kind of large, Tartarus-born insect.

"WHAT ARE THESE THINGS!" She screamed, looking around in fear and revulsion. By this time, they had filled most of the chamber, assaulting the air with a cacophony of grunts, shrieks and howls.

"Whatever they are, they sure as heck ain't friendly-lookin'!" Applejack said as she and Rainbow slowly took up fighting stances, "Wouldn't be surprised if Nightmare Moon called 'em up!"

"Eeww, dey stink, tu!" Pinkie muttered, pinching her nose shut as she did.

One by one, the creatures began stepping closer to them, malice plainly visible on what their faces and forcing the group to press in tight together. 

Spike looked around, seeing just how many of the creatures were there before saying something, "Any of you see a doorway aside from the one we came in?"

"There's one over in the corner near where  I was looking out." Rarity said, "But they already have it blocked off."

"Ok, I'm going to count to three, and as soon as you hear it, I need the five of you to get through as fast as possible." The appearance of an emerald green glow brought the girls' attention downwards. He was palming a fireball.

"But...but...what about you??" Fluttershy whispered, shivering slightly as the creatures stepped closer.

"One of us'll have to keep em busy. Don't think their just gonna stay here and pout while we make a break for it."

"WHAT!? You can't be serious!" Rainbow was the first to protest, "There's no way we're leaving you alone!"

"And right now Twilight's alone with Nightmare Moon!" He replied, "Look, I appreciate it, but helping her is a bigger priority than these guys. I'll be ok." He said, cutting out any further protests, "My hide's thicker than it looks. Besides, " He grinned as the fireball grew bigger and his horn lit up, "I doubt these guys are fireproof."

The girls looked at each other uneasily for a few moment before Applejack spoke up, "All right." She said, before giving him a stern look, "But you better make it back to us in one piece, Mister!" The others immediately nodded their agreement at that

He simply grinned, "All right...one...two..." He whipped around and lobbed the fireball at the ones blocking the doorway. It detonated on impact, knocking at least three over and sending the one it hit directly shrieking as it went up in flames, "THREE! GO! GO! GO!" He yelled. With that, the girls performed a mad dash out, not really caring about the prone one they trodded of in the process.

Of course, before they ran, Pinkie and Fluttershy made it a point to quickly hug him and whisper, "Be careful!"  

As soon as they were out, Spike set about getting more of the creatures' attention by firing off a beam from his horn into a thicker group of them, "All right, uglies!" He yelled, summoning up two more flames, "Normally, something like this calls for a pre-flank kicking one liner; but I can't think of anything right now. So come on!"

Whether from surprise or anger at the attack, the creatures responded by letting loose with a screaming charge towards him. 


---------------------------------


"Face it, filly." Nightmare Moon grinned, "I've won."

Twilight scowled, "Not if I have anything to say about it!" She muttered before talking off into a straight run at the alicorn, her horn lighting up.

Nightmare stared, her eyebrows raising slightly, "You're kidding, right?" She said, a hint of disbelief in her voice at what she was seeing, "You're really..."

Twilight showed no sign of slowing, much less stopping. The glow of her horn increasing with each step.

"Humph." Nightmare snorted, "So you want to try and play with the big mares, huh? Very well," With a flap of her wings, she shot towards Twilight, her hooves skimming above the floor, "I rather enjoy the hands-on approach, to be honest!"