> A Shadow In The Night
>  by Topside
> --------------------------------------------------------------------------

> Chapter 1
> --------------------------------------------------------------------------

You aren't sure what it was, exactly, that made you stir in the middle of the night at first. It must be some typical time like three o'clock, because honestly, it's always three o'clock in the morning. Not that there's anything wrong with that: It's enough time for you to have gotten a good bit of rest, and if you just close your eyes, you can get another four or so hours before the sun's up and you're expected to be on the way to work.

Just gotta close your eyes again and go back to sleep; no getting up for a drink, no musing over things that can wait until morning. Just...close your eyes.

Better check the clock first, though.

You reach out to pull the wind-up alarm clock on the end table closer, and freeze. Your foreleg isn't pinned or anything, but there's a solid weight upon it that cannot possibly be your blankets, which are currently pooled about your hind hooves below. It's strange, too, because it's rather cool outside, and the blankets had been quite necessary in getting comfortable enough to even falling asleep...yet you are perfectly warm, and oh dear Celestia there's somepony pressed up behind you in bed.

Your brain races. You're in your bed--Ponyville--so you didn't hit up any large clubs last night; they're all in Canterlot. Ponyville had Berry Punch's establishment; maybe you went there and had a cute colt follow you home? Nothing like that; Berry swore she'd keep you from making any such inebriated decisions, and your thoughts are too lucid to have been drinking anyway.

You realize that in stirring, if not solely by your quickening breath, you've alerted this mysterious bedmate of yours to your consciousness, and a soft chuckle from behind you confirms this. Shuddering in worry, you slowly start to turn your head, at least needing to have the fear of anonymity dispelled.

"No, my dear," rumbles the deepest, smoothest voice this side of Big Macintosh's, just an inch away from your ear. "No turning around just yet..."

At least the sound of his voice alone could have sent you into heat, so you've got that going for you. "Wh...who are..?"

"Come, now," he purrs in your ear again. "You know the pertinent question is, 'what?' As in, what could have drawn me to your bed in the dead of night?"

You start to shake your head. This all seems so impossible, yet the weight of his hoof--you chanced a look down; the leg was an ashen grey against the deep azure of your own coat--and the way his chest pressed against your back, his breath hot against your ear: These sensations didn't lie. This is happening.

He chuckles again, deep and rich and almost vibrating in your head. "You know, most ponies of royal stock might take offense to a question being met with silence."

Your thoughts set to a full gallop once again. Royal stock? There are only two stallions of royal standing you know of: Prince Blueblood, and Prince Shining Armor, neither of whom are the correct color. Disguise isn't out of the question, but the former wouldn't be caught dead in Ponyville by all accounting. Okay, it was mostly Rarity's accounting, but it still held up. That left Prince Shining Armor, and he's not only happily married, but lives all the way up north, in the Crystal Empire.

The Crystal Empire, only recently reclaimed from--

Your breath catches in your throat, and his hoof is close enough to feel your heart hammering as you work out the impossible in your head. "But...but...y-you can't be here, you were...were..."

"Rest assured, I am here, my little pony."

You squeeze your eyes shut. "This...this is a nightmare...it has to be, has to be, I'm going to wake up, oh Luna let me wake up..."

You don't wake up, even as he presses closer, and you feel his lips brush against your ear softly. "Oh? Why must it be a nightmare, little filly? Are nightmares not filled with fear and suffering and pain?" His mouth closes around the ear he's been teasing at for some time, and teeth--fangs!--press in on either side of the sensitive shell. He's going to bite into it, he's going to eat you, the legends always said he ate...why is he suckling on your ear?

"See? Can this not be a dream of pleasure instead?" he chuckles, not quite letting your ear go until his attentions wrest the slightest of moans from your lips, and only then do those razor-sharp fangs drag back through the fur of your now wet and very sensitive ear.

"But...you...they all said...y-you were a mon...a monster..."

"If you truly desire an unpleasant 'dream', I'm sure I can oblige, my dear..."

"N-no, I..." You swallow, and turn quickly and deliberately, affording him no chance to stop you this time.

Inches away in the dark, there he is, in your bed. The Tyrant of the North. King Sombra. His eyes, a vibrant red like blood, seem to glow with their own light. His mane itself can barely be seen unless silhouetted by the moonlight through the window; its inky blackness cascades like silk about his face and withers. Luna help you, he's sexy, you could just--

No! No ogling the evil monarch invading your bedroom! "I don't...are you going to...to hurt me?"

"Not in any of the bad ways," he replies entirely too smoothly, not making this any easier for you.

You close your eyes. "If...if I ask you to leave me be...will you?"

"Certainly," he says. Your eyes shoot open. "I know when I'm not wanted in somepony's bed," he adds with a smirk. "And I know this isn't one of those times."

"What makes you so sure?" you ask, surprised at your boldness.

"Because you haven't actually asked me to leave you be."

You open your mouth to speak, and something stops you. Maybe it's the thought that this must still be a dream, just an incredibly vivid one. Maybe your mind is producing all this to help cope with the natural wants that have built up since the last time you had a friendly stallion over. You think of what this says about you if this is real and you're genuinely considering letting the fabled Shadow King sweet-talk you into a night of little sleep and carnal bliss.

You decide you don't care all that much what that says about you.

"Do you want me to leave your bed, and let you get back to sleep?" he asks.

"...n-no."

"I didn't think so."

You start to say something in reply when he's upon you, lips crushing against yours in the most aggressive kiss you've ever taken. His tongue dominates your own, and you can feel his fangs there the whole time--sharp, dangerous--and all it does is turn you on more. The moan which signals your wholesale surrender is almost entirely swallowed by Sombra, and he presses the offensive, rolling atop you as your forelegs wrap around him as best you can. Your eyes are half-lidded and the rest of the way glazed over as you taste him as deeply as he does you, finding yourself lost in his ruby gaze.

Slowly he pulls back, tongue lingering on your lips before licking his own and grinning down at you in the darkness, your own muzzle thoroughly dampened from the kiss.

"I want you to consider something, my eager little mare," he murmurs, stroking a hoof in a slow circle on your chest. "How literal do you think all those tales about me are being when they say that I would eat ponies?"

Your eyes widen again, clear once more. He didn't mean...well, of course he did. You bite your lip as you ponder the many potential meanings of the phrase "carnal appetites", and as he watches the thought come to its conclusion, he begins to sink down, inch by slow inch. Your heart hammers again in your chest, but out of anticipation this time, not terror. He's dangerous, sure, but it's only turning you on more right now.

His breath stirs the thinner, silky coat lower on your belly as he descends, his forehooves nudging your hind legs apart. You know now that this is your last chance to tell him you don't want him to do this, and you gleefully see that chance off on the last train to the frontier with a further parting of your thighs of your own volition.

"Such a forward mare you are," he taunts, his muzzle brushing against your teats as he speaks. "Practically baring yourself for me in such a fashion..."

You count your blessings that he can't see your cheeks burning in the darkness.

"And so enticing when you blush so brightly..."

Crapbaskets.

All modesty is gone the instant his lips make contact with you again, closing about your left teat and suckling until his sharp teeth graze the tender flesh, his eyes meeting yours as he sets your entire body squirming. Your quickened breathing carries a little note of a moan each time you exhale, growing louder as he persists until he lets go of the dampened flesh with a faint, wet pop.

He immediately moves to the other and all but bites it outright--eliciting a sharp squeal from you in the process--before his tongue provides a softer touch once more, pulling until the second nub of now oversensitive flesh is freed, the nipples hardened in the cool air that moves in his wake. You mourn the absence of his lips around your teats, but soon realize that's not where you want his muzzle, or his talented tongue.

Fortunately for you, Sombra doesn't seem keen on making you wait unnecessarily. You can't see all that well in the dark, save for his eyes as they stay focused solely on you, but his breath between your thighs tells you exactly where his muzzle is. It's only a moment later when your breath catches in your throat again as you feel his warm and broad tongue caressing slowly up the cleft of your marehood, leaving you just a little more wet in his wake than you already were before.

"Divine," he practically growls from below, licking his lips. "And trust me, my dear, I have tasted divinity before." A soft kiss, a torturous half-inch below your clit makes you squirm. "Luna has always stood for lovers, but I hope you do not think your Princess of the Sun so chaste as she likes to pretend." You have a moment to raise your eyebrow at what he insinuates before his hooves grow heavy, pinning your hind legs at full spread, leaving you exposed and unable to move. "Let me show you what once made Celestia glow."

He descends upon you, his tongue tracing every part of your outermost folds until your heavy breathing becomes plaintive whimpers, right forehoof doing its best to bunch up sheets for a grip, and the left coming up to your muzzle to muffle your building noises.

He stops cold.

"Mnnh?" you plead, trembling after just a moment.

"Hoof down," he commands, with an air of knowing you'll obey. "You would not deny your King a voice of adoration, would you?"

Your shaking left hoof joins the other in gripping the sheets. Your voice fills the room with a pleasured scream as he immediately sets back to work, tongue delving into your sex and deeply, filling you and exploring all of your innermost secrets. Your blush has increased tenfold and it must be glowing like his eyes, but you no longer care as he devours you, tongue finding that cluster of pure ecstasy against the front wall of your passage only to leave it untouched for moments at a stretch before attacking once more, the built anticipation erupting within you.

The neighbor probably hears your next cries, and buck it, you've heard her and her husband often enough that she can just deal with it tonight.

"You know," he murmurs between licks as you catch your breath for the next one. "Earth mares have long been my favored consorts." He nips at your clit directly this time, playing those dangerous fangs across the sensitive flesh, and you can't even scream, the sensation making you tremble mutely for a moment. "I'm going to enjoy seeing how long you take to tire out tonight."

He doesn't stop after that, and while you're still trying to determine if it's more of a threat or a promise, he engulfs your aching marehood within his maw, tongue driving fully into your quivering walls. It's not the filling sensation you need, but his masterful touch--making you wonder how many of those thousand or more years he spent practicing just this--quickly builds your pleasure to the breaking point.

Your vision is blurred and shaky even in the dark, but his eyes never leave yours as he pushes you over the edge, now attacking that innermost center of pleasure as you shake and buck your hips against his iron grip. He seems to drink in your orgasm as you gush around his tongue, your walls clenching desperately around it until the waves slowly fade, leaving you breathless but yet unfulfilled. That had been just the warm-up, and his predatory smirk confirms it as he moves up over you once again.

"I seem to have found myself the most delectable and loudest mare I could have hoped for," he says, and so close to you now, you can see your dampness coating his muzzle. "Of course...only the best for the King, would you not agree that to be fair?"

You nod faintly, eyes still half lidded as you recover from one of the most intense orgasms you've ever had in your life.

"Mm, not good enough. Regale me with your voice again, and answer as you ought."

"Y-yes, m-my King," you reply.

"Is it not pleasant to yield to your King's desires, so long as he sees to your every need?"

"Yes, my King," you repeat, finding it far easier this time.

"And yet I fear there is yet a need I have not seen to," he presses on, and you can feel his body settling atop yours, and a presence which had not been felt before, hot and steel-hard, throbbing against your belly. "Tell me, do you desire...something more? Pray thee, just speak it; ask for it and I shall show you how generous a master and ruler I can be."

"I...w-want you..."

"Louder," he growls.

"I want you," you repeat, clearer this time.

"You want me for what, exactly?" He's grinding against you now, and you aren't sure when exactly he started.

"Put it inside me, please," you beg, unable to meet his eyes as you say those words.

"Eyes up; I would see the honesty of your plea." He uses one hoof to lift your chin, to guide you to look back into his eyes.

"Please put it inside me." A little softer this time but you speak no less clearly. He smiles.

"Better, but what shall I put inside you, and where? You aren't being very clear with your request, my subject."

"Please rut me, my King!"

He's already pulling back as you finally plead for him to take you, and your breath is expended as he slides forward, filling you to the hilt. You can't even scream as he plunges his royal stallionhood into your dripping pussy, just barely a size larger than can comfortably fit. Your body aches from his entry, and yet a satisfying euphoria wraps around you, and you know that not only are you capable of taking him--not that he'll relent after you asked him so sweetly--but that you'll enjoy every thrust even if it leaves you too sore to move in the morning.

His grasp returns, this time pinning your forehooves down on either side of your head as he braces himself, and he finally starts to draw back. Prepared for it now, you can feel every detail of his cock as it drags with a slick friction against your sensitive inner walls, thick enough to grind against all of your most pleasurable spots inside. He pulls back until all but his tip is outside of you, and you glance down, seeing the impossible length and girth that was just buried to the hilt, smeared and glistening with your wetness as proof.

"Do you like what you see?" he murmurs in your ear.

You nod and draw in breath to answer, only for him to thrust in swiftly once more, forcing a pleasured scream from you as his heavy orbs bump against your slightly upturned rump.

"I like what I see," he purrs, nipping sharply at your ear--he might have drawn blood this time and you don't care--before continuing. "Your mane is a mess. Your coat glistens with your exertion. Your pleasure is a siren's song to your King's ears. You are mine, my little pony, and I will enjoy you to your fullest."

You realize, with dismay you'll simply have to make time to feel later, that no other stallion will ever compare to this. If it is a dream--and you aren't sure how it can be now--you hope it never ends. He begins to rock his body into yours with a steady rhythm, and when you aren't crying out, the silence between your wails of rapture is broken by the very audible sounds of his cock sliding in and out of your tight marehood, and the protesting springs of the bed beneath your combined, rocking weight.

He hasn't even broken pace before he has you climaxing under him a second time. The steady pumping of his hips as you clench around his royal scepter never once falters, and it drags your release out even longer. His control over you seems rivaled only by his own self-control: Most stallions would have paused here, lest they erupt prematurely, but he lets you ride out your climax to nearly a torturous extent before it finally subsides and you can almost start to breathe again.

That is when he begins to buck into you faster. Your hooves still pressed into the pillow, you can't even hold on for dear life as Sombra bears down over you, nuzzling down from your ear to your cheek, then lower, peppering little nips in a line as he makes his way to your exposed throat. He could pierce your flesh so easily, leave you bleeding; he could truly devour you like all those stories would have you believe, and your response is merely to tilt your chin higher.

He takes the invitation. Like a feral beast he opens his jaws wide and takes your throat in their grasp, fangs pressed against you but despite his increasing vigor in rutting you into your mattress, he holds them at a safe pressure against your neck. You hear, and feel, his growl against your flesh as his pace quickens even more. Beneath the ache of your innermost muscles being worked far more than you are used to, the pleasure begins to build again...or maybe it just never fully abated, and your passing clarity was just a calm in the midst of the storm.

It wasn't ever meant to last. It doesn't last.

The King--your King, you now know--tenses, and for a terrifying heartbeat his jaws flex, with your neck still in their grasp. The feeling of his cock flaring and twitching inside of you is all it takes to have you screaming your ecstasy for a third time in such a short span. As the telltale near-searing heat of his seed spreads throughout your abdomen, your vision blurs as every inch of your marehood ripples around him, obligingly milking him to the last drop. Every surge inside of you is a near-tangible splattering of his thick essence, and you focus on that feeling above all else: It's the feeling of your liege claiming your body, marking it as his own, and you want to savor every moment of it.

You black out.





You jolt awake to sunlight and no small quantity of singing birds, all of which you decide can go straight to Tartarus for the foreseeable future. With a groan, you look at the clock and determine you have three minutes at best before its alarm goes off. It's officially pointless to go back to sleep. Head swimming, you flick the lever on the ticking bane of your morning calm, preemptively silencing the alarm. As you slide out of bed, you make a vow to stay out of Berry Punch's bar for a month or so.

That's when you remember you hadn't gone drinking. That's when you remember what had you up so late last night, or rather, who. You spin around in place.

The bed is empty save for the book you'd fallen asleep reading: A History Of The Crystal Empire. Something that Princess Twilight Sparkle had penned after finding the recorded history lacking, you'd learned. Fascinating reading, but you find yourself somewhat disappointed that it had been a dream. A very vivid dream, and one that had been so intense that you now feel sore, like you'd run a marathon in your sleep. You sigh and head to the dresser, looking into the mirror to see how much maintenance you'll need before trotting off to work.

Your disheveled dark mane frames your eyes which look a bit more green than they usually do, and seem to be catching the light somehow. Still, it's the pendant you're wearing--a black crystal that somehow gleams red in the light, framed within a golden heart--that catches your interest the most, and leaves your mind reeling at the implications.

Should you let somepony know what happened? A friend? The guard? The Princess?

"Nah," you say out loud to nopony in particular, picking up a brush and beginning damage control on your mane with a smile that hadn't been there moments before. You can speak of futures with your King the next time he visits you...
> Chapter 2
> --------------------------------------------------------------------------

Work drags by, even in the enviable--or perhaps not so much--position as an apprentice to the crackling ball of energy that is Pinkie Pie. Not entirely accurate; you were help for Sugarcube Corner. The word "apprentice" was chosen by her and her alone, and you still aren't entirely sure what she was on about when she told you that you were officially hired.

"Good, my young apprentice. Give in to your hunger, and join the dark side. We have cookies." Ding. "Oh, hey, they're ready!"

Living in Ponyville, you find that one quickly learns never to question certain things, such as where Pinkie Pie had gotten the pink, hooded robe from on such short notice. You would think that spending time with the bouncy earth pony might make time fly by, regardless of the circumstances. Ordinarily, you would be right, but today your thoughts keep drifting, and every soft bounce of the dark pendant against your chest triggers a reminder of where it seems to have come from.

"Oh, hey," says a voice from an unseen source, snapping you out of your musings. "You must be new here. Haven't seen you around Sugarcube Corner before."

You look around, not a single pony visible in the establishment. While that will change as soon as all the young colts and fillies are freed from school, it still leaves you with a disembodied voice to place to a source.

"Hey, Spike!" chirps Pinkie, slightly lighter pink than before as flour dusts her coat and mane. She's addressing the spot in front of the checkout counter, and you take a closer look.

One might be tempted to call him a "baby" dragon, and to a dragon's age it's not wrong, but the purple drake that you now can see--his crest was just barely visible over the counter after all--gives the impression he's as mature, if not slightly more so, than some younger ponies that already have their cutie marks. 

On the one hoof, you've seen him before with Princess Twilight Sparkle, and you know he's an official and beloved resident of the town. Harmless and friendly. (You would later be educated on what "greed growth" was, and be thankful you met him first.) On the other hoof, your instincts try to tell you that he's a predator species, that he's dangerous and you should run as you value your life. It's easier than ever to quell those voices because just last night you slept with a predator and escaped unscathed.

"Spike, huh?" you echo, smiling warmly.

"Yep! Nice to meetcha! Twilight sent me over to pick up that box of cupcakes she ordered from Pinkie Pie. They ready?"

You look back to the shelf that holds all the pick-up orders, and sure enough, a box marked "T.S." in purple marker stands at the ready, with a smaller package nestled atop it. "Looks like!" You grab the package and with an only slightly awkward motion due to the size of the thing, rear up and place it gingerly on the counter.

Spike hands you a small pouch of bits. While the standard coinage is solidly weighted and easy to measure--doubly so for earth ponies--you still take the moment to count them, and find it a bit over.

"Nah, keep 'em," the dragon says dismissively, waving one hand out from around the comically large boxes he's now carrying. "Call it a tip. I'm working on my generosity, after all!"

With that odd and proud proclamation, he's gone. You raise an eyebrow at Pinkie, who just giggles. "Wellllll, since Twilight let the cat out of the bag so long ago, I can tell you. Spikey has a huuuuuge crush on our friend Rarity and she's the most generous mare ever, and..."

It's one thing to hear the stories of the six mares that have repeatedly saved Equestria. It's quite another thing to have it set before you that you've moved into the town they call home--a shudder runs through you as you now consider the ground-zero that Ponyville may be for disasters--and that your borderline-insane boss is one of those six. "Huh," you say as the conversation goes on. It's really all you can say in the face of the massive informational overload. You also wonder when, exactly, was the last time Pinkie Pie inhaled.

It does leave you a moment of introspection to connect dots with another realization that somehow seems to dwarf the one you felt last night: you are living with, and working for, mares that faced, fought, and defeated your King, and will likely try to do so again if a conflict is to arise.

Now where did that thought come from? Your King? Well, when you think about it--

"...and that's why Twilight always keeps potted plants around!" Pinkie finishes, almost triumphantly.

"I...I see. That's a...very interesting story, boss," you say, not incorrectly.

It's not long before the customers begin to file in; mostly led by eager young colts and fillies all with a sweet tooth to satisfy. Neither noise nor traffic ever get too crazy, but the time does end up speeding by once you don't have too much time to think things over. More than once you get a compliment on your pendant, and you get the feeling you glow just a little bit with every  "Thank you" and the occasional follow-up of "It was a gift from somepony very special."

Again, it's not incorrect, and you wonder how long you might find yourself having to speak in half-truths. Nopony would understand the true significance the pendant held unless they themselves wore one. Simply telling the story would get you laughed off or possibly interrogated as an enemy of the diarchy.

Truth be told, it was possible that the pendant did hold more significance than you attributed, but Sombra was capable of bewitching you all on his own; he'd needed no trinket to talk smoothly in your ear as he pressed--

You stop that train of thought lest you become indecent at work.

The flow stems eventually, and from the west-facing windows Celestia's golden glory pours in, bathing the interior in surreal colors. Only a few more ponies come through after this time of evening. Ordinarily you would have left by now, but Pinkie Pie is helping hold this particular fort down alone while the Cakes and their twins are out of town. Pinkie had insisted that you didn't need to stay any later than usual, but you replied that you were only too happy to help. The extra bits are good, and even today, it's not like you're doing much around home anyway.

Somehow you know that Sombra won't be returning in broad daylight. It doesn't suit his style, really. It's an odd feeling, too: you have a budding obsession, and it's one that you have no means of pursuing of your own volition. You can't even ask anypony for help because the only ones who would know anything of significance would likely react...poorly. You can only wait for something to happen, and pray you're more prepared when it finally does.

The door's bell rings lightly once more after the shadows from outside start to fade into the interior lighting, but you've got your mouth full of pencil as you scratch out a record of the register's contents toward the end of the day. Fortunately, Pinkie is on her game.

"Heya, Fluttershy!" she chirps. "Ooh, that's a nice necklace. My apprentice here has one just like it!"

As it turns out, you aren't prepared. The pencil drops from your suddenly dry and slack mouth, clattering to the counter, and with eyes wide, you look across the room to meet a gaze that must be similar to yours.

A yellow pegasus mare--yet another resident you've seen before but not met--stares at you, trembling, her teal eyes wide and fearful as they slide down to stare at your chest. Your gaze drops as well, and you see it on her. A black crystal heart, trimmed in gold, resting against her breast.

The silence is tangible and smothering. Pinkie breaks it. "Where'd you two get-"

Startled, Fluttershy bolts, and the door nearly wrenches from its hinges with the force she exerts punching through it, headfirst.

"H-hey! Wait!" you call out as you find your voice, vaulting over the counter, and only stopping at the door to look over your shoulder. "Sorry, boss, I...I gotta know!" With that cryptic explanation, you follow suit, leaving a very confused Pinkie Pie by the register you abandoned.





Fortunately for the sake of your pursuit, you seem to have encountered the one pegasus who doesn't instinctively take flight when scared out of her wits. Her hoofprints are clear on the ground even as the dust in her wake settles, and you thunder along the path, leading straight toward the edge of town.

Toward the Everfree.

It's a minute or two of breathless chase when you start to make out a silhouette in the dying dusk light, but there are definite shades of yellow and pastel pink that mark your quarry. The buildings thin out, and only a winding creek now breaks the open, grassy field that you're pursuing her across. It's far enough from the populated center of town that the only pony around to hear is the pony you want to talk to most in the world right now.

"Please! Stop running!" you call out, your breathing ragged. "I just...wanna talk!"

Your quarry seems to only pick up speed at that, and it's clear that any negotiation will have to wait until after you've caught her. Gritting your teeth and ignoring the burn in your chest--how is she running so fast as to tax you? You're an earth pony for Celestia's sake!--you put on your own burst of speed, and do your best to close the gap as a small cottage becomes her apparent destination.

She's nearing her home, and if she gets there first, she'll lock you out and you won't have any answers, at least for now. You need answers. An afterthought that she's just as scared and confused as you enters, and it only inspires you to tear after her faster. Maybe you can beat her to the front door and she'll have to talk this out with you, like a rational pony.

She gets there first.

The fact that a bear stands guard along her cobblestone path may have something to do with your reluctance to get to the cottage before her, or at all.

You're gasping for every breath, coughing occasionally and seeing stars flicker at the edge of your sight. Very real stars also speckle the sky now, Luna's painting taking over as the sun has crossed the western horizon. You look back behind you toward the somewhat distant glow of the town. Three minutes' run away. You can't run after that; it's ten minutes at the pace you're capable of right now, and at least the bear doesn't seem inclined to run you off the field, more resembling a bouncer at one of your favorite Canterlot nightclubs.

Maybe you'll just rest your aching legs for a few minutes and then trot back to town. Yeah, you think, sagging onto the soft grass. A few minutes...
> Chapter 3
> --------------------------------------------------------------------------

There is a moment of clarity, but before you can grasp at it, it's gone. You want to keep chasing after it, to see what it had tried to make you aware of, but soon it just doesn't matter anymore. There's an endless lake of chocolate milk all around you, after all, and it isn't going to swim through itself. Or maybe it is? You swear you can see ponies here and there in the waves; maybe it's the delicious-beverage-turned-ocean made manifest, trying to figure itself out? You swim along with it.

You hear some manner of growling as well, but it passes, and you dismiss it as part of the background noise of the dream.

Wait...dream. That's it! You're dreaming! You even hear your own subconscious voice yelling it at you; that was the slippery moment you...wait, what were you doing again?

Oh, right. The pie eating contest. You dig right back in to the cheers of a crowd of faceless ponies--except one, one is watching you with intense concern from his bright red eyes as he cheers louder at you than the rest--the flavor of the pastry impossible to describe, but your stomach growls loudly in your ears again so you don't even hesitate. The pony next to you carelessly bumps you with their hoof in a grab for another pie, and you fall off your seat into the water.

Again something at the back of your mind gnaws at you, like you've forgotten something, or there's something wrong right in front of you that you just aren't noticing, but your raft needs steering down the treacherous river. The spray of water is icy against your hindquarters; you're slowly losing feeling in them, and the sensation is creeping forward...





"Please, Fluttershy. I fear the mare may be in trouble, and I dare not be seen yet. If I am, it could jeopardize everything we've planned for."

"But...c-can't you do something for her?"

"You know better than any the perils of the Everfree. I've tried calling out in her dream to wake her, but she won't hear me. Some presence denies me, and I believe I know what it is. If I am right, I would be a fool to oppose her. She may yet rouse her, but she is not here in the waking world. You are."

"But I...I can't go out there..."

"Why ever not?"

"I'm...scared."

"Fluttershy. You are the bravest mare I know. I have seen you care for injured, dangerous bears, and you have talked down elder dragons. You stood up to he who was fear incarnate and have now let him into your heart, your home...and your bed. Are you truly scared of what can only be a friendly conversation?"

"I...I..."

"Fluttershy. Our friend. Now, before it is too late!"

"I'llberightback!"





Your desperate paddling falters as you approach what must be a waterfall. You can't see it but you can hear its unnatural, beastly growl as though it's right in your face. Your entire body is cold, so cold you can't even feel it; it may as well not even be there. Panic sets in. You find it hard to breathe, like your chest won't expand. You-

You wake up. Eyes opened wide, you stare into solid orbs of red over a beak...it looks like a chicken? You remember, then, the wild chase, and falling asleep outside Fluttershy's cottage. It must be one of her chickens, but the eyes...

Its beak opens in a growl and a row of horrifying fangs that do not belong in a chicken's mouth spur you into a frantic, half-awakened escape attempt. You try to leap forward only to come crashing down to the ground. You look back to see what's entangled your hind hooves.

They're frozen. Heavy. They aren't responding to any movements you attempt to make, and the cold, lifeless appearance is creeping up past your flanks now; you can't even see your own cutie mark. You try to inhale and feel your chest tighten, and that's when panic truly sets in. You won't get another chance to do this.

"Heeeeeeeeelp!"

The chicken snarls in reply and fixes you even more intensely with its stare. You notice now in your peripheral vision, unable to look away from those unnatural eyes, that its lower half is serpentine.

Cockatrice.

You try to inhale, hoping that Fluttershy will hear you if you can only get one more scream out. You don't know if there will be second chances if the beast fully petrifies you. Even motivated by that thought, the last attempt to call out sends a lance of pain through your chest as the stone embrace wraps around it, and your muzzle moves silently.

You can't feel anything below your neck. For a moment you feel breathless and lightheaded as what's left of your body calls out for air and gets none.

You mouth the words, "Help me, my Ki-"

Your tear-filled eyes feel suddenly dry, then your vision fades but doesn't darken. You realize that the beast has fully petrified you.

You're gone.

If you could sigh, you would. It was a good run, you suppose. Pinkie would get by, but you regret that you never got to share your talent with her, or Sugarcube Corner as a whole; you're sure they would have loved your frozen treats. Your parents...you hope they don't take the news too harshly. And Sombra...

You feel a pang of regret for the cockatrice that stands in front of you still, because if Sombra ever puts together what happened to you, he might very well make the beast wish it was dead. If he truly did care for you, that is. Of course he gave both you and at least one other mare that pendant, and its meaning was rather clear.

Suddenly you realize you're still thinking. Maddening panic sets in, a hundred times worse than before. How long will you remain aware? Will you slowly go insane left with your own thoughts and nothing more until you erode? And what then?

A small window of light catches your attention, but you can't even look toward it. It's at the edge of your vision, from where the cottage you were staking out stands. Had Fluttershy heard your scream for help, and just come too late? It seems she has, but she doesn't appear at all fretful over your situation. If anything, she seems incredibly determined...and upset. Her expression is somewhere between an angry mother and a demon straight out of Tartarus.

The approaching pegasus does not escape the notice of the cockatrice. You see Fluttershy say--no, shout--a word, but you can't focus on it, and another layer of horror dawns upon you: what if you never hear anything ever again? The beast stands its ground, watching her as she stomps closer, wings splayed aggressively. You would have cowered away if you could move.

She says something to the cockatrice, and then it cowers. You watch expressionless but in a state of growing awe as there seems to be a staring contest between pony and beast.

Fluttershy raises an eyebrow wordlessly.

The cockatrice shrinks back, and glances at you...apologetically?

It feels like melting. The cold returns, but the frigid sensation is transient. The static view you had of the world becomes more vibrant again as hearing likewise returns, and you hear a voice ordinarily meant to be soft, but berating tirelessly, like a mother scolding a foal for doing something irresponsible.  You only catch a bit here and there; everything is dull and muted for long seconds.

Finally the cold is gone, the stiffness is gone, you draw in breath like a pony just saved from drowning, and it's the sweetest thing you've ever tasted.

"...with your own tail, do you understand me?"

You start to think maybe it's for the best that you didn't get the better part of that conversation as the cockatrice tears off with a panicked warbling, its talons digging ruts into the grass as it flees.

You look up into Fluttershy's softened and concerned gaze. She smiles at you. It's a bit nervous of an expression, but you'll take what you can get. "Are...you alright?"

"I..." After what transpired, how do you respond to something like that? This mare just saved you from a fate quite literally worse than death. Your mind, freed from the panic of the moment, helpfully comes up with a million ways on the spot that you might have spent the next thousand years, aware of the passage of time and life happening around you, with no way to escape your prison or even to let death take you. You'd have gone mad in days if not hours.

You break down in shuddering, wracking sobs as you cling to Fluttershy, and don't even fully notice when her wings wrap around you comfortingly.





Without a clear chain of memory between your nervous collapse and the present moment, you find yourself on a couch inside one of the coziest homes you've ever been to. Fluttershy's cottage doesn't just have nature outside of it, but inside as well, little details and aspects borrowed from animals' lives that manage to seem perfectly at home indoors. She shared her living space with critters small and large, and it is obvious they are meant to feel welcome and comfortable.

None of them are around right now, clearly wary of the third occupant of the house, sitting on the chair opposite, looking you over with a curious expression. In his ruby eyes you see relief, regret, and no small amount of fear. It is he who speaks first, and very quietly, something you suspect is uncharacteristic for the King.

"Please, forgive me."

"...huh?" Oh, Celestia, talking hurts. You only just hide your wince.

"My wariness nearly cost you your life. I pray your forgiveness," he clarifies, without really clarifying much at all. "I promise you this: Once I am secure in my position in the world again, I will stand in the way of any who would dare harm my ponies."

You regard him softly, questioningly, but without a word. Maybe he noticed the effect trying to talk had on you moments ago, because he elaborates.

"I was here the whole time," he continues, sounding faintly disgusted as he speaks the words. "I could have run out and awoken you the moment I felt you were in danger. Even so far from your town, I refrained even as I heard the growls. Being seen by anypony might have forced me to make a dangerous stand, prematurely. For all my urging Fluttershy to be brave...it was fear that stayed my own hoof."

Around this time, the very same pegasus comes floating in with a tray in her forehooves, setting it down on the table in front of the couch and pouring your cup of tea first before serving Sombra and herself. She sits on the couch as well, but her moment of boldness seems to have passed; she's not even within reach.

"I did not expect two of my ponies to meet each other so soon. Fate is either strongly on our side or against us. Still," he says before clearing his throat gently. "Fluttershy, meet Bluebell. Bluebell...Fluttershy, Kindness herself, and the first to bear my gift and my claim."

You're reminded of the reason for the entire string of events tonight, and you look down. Fluttershy, like you, still wears her pendant. "N-nice to meet you," she almost whispers.

You sip your tea and feel the soothing, honeyed warmth make it feel like you can speak again without the sensation of broken glass accompanying it. "Nice...nice to meet you too, Fluttershy," you reply, roughly but not painfully anymore. "I'm sorry for the scare. And for crying all over you..."

"It, um..it's fine. I've felt that before." Both you and Sombra look at her pointedly. "The first time he...tried to prey on ponies. He caught my friend Twilight off-guard, and...he tried to attack the Cutie Mark Crusaders. I couldn't just let him do something so horrible, and he tried to petrify me while I had the fillies behind me."

You and Sombra are now leaning in almost like foals listening to an exciting story. Fluttershy smiles meekly, cheeks tinged with pink. "I, um, won," she says simply.

The King chuckles and shakes his head. "An understatement. Never doubt your courage again, dear Fluttershy," Sombra rumbles in his deep and smooth voice.

"It's...it's terrifying. So I sort of know what you felt, Bluebell." She sips at her own tea gracefully. "I would have been more worried about you if you were calm."

"Thank you again for saving me." You get lost in the floating leaves deep in your cup of tea. "I owe you my life."

"Hmm? Don't I get a say in that?" You look over at Sombra, grinning deviously at you. The mood lightens instantly and you feel your own cheeks heat up. "Well, perhaps Fluttershy will be my queen. It won't matter then since you'd be both of ours. Would you enjoy that, dear?" It's Fluttershy's turn to blush brighter as the King calmly sips his tea, his red aura keeping the cup aloft.

It's hard to tell how serious or jesting he's being, and it's a telling thing that you don't really mind all that much if he's being completely serious. "Regardless. Fluttershy, I believe you owe our friend Bluebell a story."

If she turns any brighter shades of red, she'll set the couch ablaze. You smile and give her the time she needs to compose herself before she begins. "O-okay. You...wanted to know how I got one a pendant just like yours, right? It was about a week ago..."
> Chapter 4
> --------------------------------------------------------------------------

The Everfree was a place never to be traversed lightly. While the return of the Elements to the Tree of Harmony had restored some semblance of calm to the forest in many places, anypony who'd been around during the last century knew that it was a dangerous place to venture alone.

Unfortunately for Sombra, he had not been around for the last century, and that would soon very nearly be his undoing.

This wasn't to say he grew complacent, even reconstituted so long after his defeat: Waking up in the depths of the forest surrounded by crystal dust, he'd jolted to consciousness and to his hooves, panting raggedly, disoriented even as he took a defensive stance. It had been long since he'd needed to defend himself against a direct threat, but the reflexes were there. His body tensed in such a way that he could spring to any direction he needed, but while his horn would ordinarily be poised and ready to unleash a torrent of pain, he was yet to fully realize that he even was once more. Magic took focus that he simply didn't have. His movements were nearly feral instinct, and his eyes darted about from place to place, giving him the countenance of a pony who'd just woken from the worst of nightmares.

Only the rustling of leaves surrounded him.

With no danger in sight, he relaxed somewhat, and glanced about. He felt he should have been...where? It should have been colder; this was all wrong, even though he knew not why. Even before he found himself in control of his faculties and perception, however, he felt a pull to a direction he'd soon mark as south. He began walking, and each step grew more steady as he found himself on four hooves. He no longer simply was, he was a pony again. The rest slowly followed as he took the lead offered to him by his horn, reacting to the presence of concentrated, old magic.

Jumbled thoughts and memories sorted themselves out in his mind as crimson eyes, no longer--or not yet again--burning with dark magic, took in the surroundings. It was dark even with the daylight masked beyond the canopy of trees, and this suited him just fine. He'd always liked the shadows after all. They suited him. He'd creep through them, unnoticed, and the things that ponies would say when they didn't know they could be heard! Most often whispers of...a name? Yes, that was it. A name, his name. Sombra. Why had they only been whispers?

"Hm," he spoke aloud, and no more, as he remembered further details, the pictures and voices fitting into a timeline steadily. He'd been quite good at the power game...until something had happened, hadn't it? It was...

Well, this was an impressive castle. It looked familiar, as though he'd seen it before it lay in its current, ruined state. He pushed aside his meandering thoughts on himself and approached, feeling the steady background thrum of magic in the air. Enough magic had been expended here to make the land itself go wild, by the feel of it. The castle itself could be dangerous, and so with a name and a purpose, he ventured in, on his guard.





The castle had been interesting, at least. Labyrinthine below the first level and with no shortage of reliefs that told of history that he'd lived through as though it was yesterday, it poised little challenge to him to navigate. With his memory steadily being jogged, the few genuine traps and pitfalls were completely mitigated by simple questions: Where would he have placed a trap?

Hours later, the light through the canopy had turned golden, and the grey stallion strode out of the castle unscathed, with a curious dark crystal which dangled from a gold chain about his neck. It had given the most powerful impression of anything he'd found within.

A mild clarification; it felt the most powerful while being portable and safe. There were greater sources of magic; many were part of the structure or rooms, and no small quantity of the more manageable objects were simply books of wills. Not something mundane like final testaments, but wills that could be exerted over minds. They could tell a story through sights, sounds and smells, or they could be a powerful tool or weapon. The latter could turn on the unprepared easily, giving them overriding and self-destructive urges which they would follow until their dying breath.

As he hadn't the focus to examine any such tomes without opening them and exposing himself to their influence, Sombra decided the pendant truly was his safest bet. Most jewelry of this sort was designed as protection, and with enough power channeled into such an artifact, the bearer would become very well protected from physical or magical harm, or even nigh-invulnerable.

He walked, and trod again through his memories as he did. Sans effort, they'd slid into almost perfect place, up to and including his final memory of his routed return. I did not dream that attack. That was real. I fought and was defeated. I do not think my crystal magic will preserve me through such a conflict again...

The Crystal Empire was clearly a loss. The Heart could repel him, it could hurt him, and it could very well kill him. He'd be a fool to return there and attempt to conquer it. Where else would he conquer? Canterlot? He'd be equally bereft of sanity to attempt that.

He felt himself diminished from the state he'd been in the height of his power. The happenings during the siege on his Empire had taken their toll upon his body and his magic both, and he knew he would need to adapt as he pushed on. With some experimentation he'd done before leaving the castle, he found that he could make himself a shadow no more, nor did his crystal manifestations grow as they once had. It might take time, or it might be lost to him forever...

The deposed King would have been perfectly content to continue pondering if he'd not heard an unnerving growl from close by, and the rustle of underbrush to his side. Without looking, he dropped and pushed to the left, rolling to the right and seeing a tawny blur swipe where his head had been. He came back onto his hooves and leaped again backwards, now facing the direction the assault had come from.

A manticore was seldom if ever seen in the frozen north, but its appearance was unmistakable. He was on guard in an instant, daring not run and staring down the beast as it coiled for another strike. It would not leave him waiting long.





Fluttershy wasn't that much farther into the Everfree than she often went with the strictest necessity when she heard the first sounds of carnage. Her first and only instinct was to run from the danger. Indeed, she was halfway through dropping her gathering basket by the side of the trail and turning for the safety of home when she heard the one thing that could have terrified her more than just feral growls and thrashing.

Spoken words.

She couldn't make them out, aside from an occasional loud-and-clear expletive, but she immediately realized that there was a pony--or some other species of unfortunate traveler--in danger. The fact that the confrontation seemed to be drawn out and stationary only made it worse: What if an innocent creature, simply and rightfully defending its territory, was injured or worse because of the interloper?

The pegasus dropped her gathering basket by the side of the trail, as planned, then rushed forth to find predator and prey alike.





Fortune seemed to smile on Sombra in one way: If the manticore had assaulted him any earlier, he would have been too out of tune with himself to last more than seconds against the beast. He dodged more than he countered as he used the moments between to take in his surroundings. Despite it all, he still had no better idea of which way would lead him out of the forest, which was rapidly losing what little good standing it once had with him.

As he ducked another swipe, he tried to lance out with his magic again, only to feel the aether dissipate, maintaining all of its potency and none of its focus. As soon as the crimson light left his horn, it didn't get a hoof's breadth from his body before it lost cohesiveness. Fantastic, he groused internally. If the beast bites into me I can sear its tongue off for all the good it will do me.

As his thoughts turned to what brought him this way in the first place, he would have slapped himself in the face with a hoof had he the chance. The pendant dangled about his neck still, just waiting for a charge! He grinned, jumped back several paces and set his hooves in a wide stance. His horn lit.

"I am Sombra, last of the Umbrum and rightful King, you cur!" he growled as he suffused the pendant with magic, able to see its glow even out of his field of vision. "You will not lay me lo-"

Sombra felt the pendant reach its threshold of aether before it would not absorb more. It was very abrupt when it happened. He looked down in time to see the gem flare...then duplicate itself, chain and all. The spare, identical in every way, dropped to the ground with a soft noise.

"What."

His disappointment in finding a self-replicating amulet--intricate and insanely difficult magic to craft, to be sure, but useless in a fight--nearly cost him everything. He was a moment slow in dodging the next attack, which came not from claw or fang, but a whip of the manticore's barbed tail. He felt his coat stirred by the proximity of the swipe even as he rolled away, and he came back to his hooves, teeth bared in fury at not only the beast but himself for being lost in the moment. He counted himself lucky as he glanced at his side that he hadn't been-

Drip.

The ground below him bore a single spot of crimson. He didn't feel anything until he actually saw the gash, paper-thin but with an ever-expanding wash of red around it. He was bleeding. He'd been only nicked by the manticore, but both knew: That was enough. In a minute, he'd be too weak to stand; without treatment within the next couple of hours, he'd be dead. Satisfied--smug, even, to Sombra's eyes--the hunter turned and walked back the way it had come, presumably to its den. It could come back at its leisure.

"No...not like this." Sombra groaned, staggering already, his breathing labored as he took to walking. "Celestia, smite me...Luna, hound my dreams for eternity, let the Crystal Heart...burn me," he spat, "but not...n-not li...like..."

He knew not his direction as his pace faltered. Maybe it would be the way out and somepony would find him. He'd accept detainment and punishment so long as it wasn't losing his life to something so mundane as a wild animal. First an itch, then a flare of pain spread outward from the cut as his vision blurred. Green all around, but he could make out no features. He tripped over something unseen and went sprawling to the ground with another groan of agony. He tried lifting himself up, but exhaustion claimed him soon after. He looked up.

Yellow, all around him. Hah, he thought, with less and less coherence, a genuine smile on his muzzle. Sunlight. Found...the way out...
> Chapter 5
> --------------------------------------------------------------------------

Though Fluttershy was to tell the story, there were many gaps that she'd been unable to fill on her own (or at least effectively) and so Sombra had chimed in explaining the extent of what he remembered, however fuzzily it might have been. Indeed, most of the story had been his up to this point.

A yawn cuts off the storytelling as the pegasus--now either perfectly content to be leaning upon you, or not realizing it--begins to feel the lateness of the hour.

"Oh...s-sorry," she manages after the yawn had passed, though another follows in its wake: your own.

Sombra chuckles. "It appears my little ponies are tired." You don't quite miss the fact that he used the affectionate term which Princess Celestia was so very fond of. "Fluttershy, do you think Bluebell might sleep here for the night? I doubt very much she wishes to trek home after what just happened."

You barely suppress a little shudder at the memory. Still... "If it's too much trouble--"

"Oh, it's not," she assures you, with confidence you don't expect from the mare. "You can sleep in my bed."

"Where will you sleep? I couldn't impose like that," you protest.

Fluttershy pats a hoof on the couch. "This will do fine," she declares. "It's very comfortable."

"Then I'll take it," you reply. "Sleep in your bed, Fluttershy. I'll be fine down here."

There's a moment where you almost expect Fluttershy to try to insist, but she finally nods. "A-alright. I'll get you a blanket, then." She slides off the couch gracefully and heads upstairs, her hooves tapping against each wooden step. You turn your glance to Sombra, who is watching her ascend rather openly.

"I hope you aren't the type to become quickly jealous," he says, not tearing his eyes away from Fluttershy. "I mean no slight to you, or any of my ponies, of which there will be many if my ambitions become realized. I will personally attend to your needs, carnal or otherwise, as I am capable of." He turns to you, smiling. "Of course, I won't always be around all the time. I doubt very much that you would be denied a companion in bed, were you to but ask."

"You...you aren't going to..?"

He shakes his head. "The night is young enough to last, and deep enough that I may accomplish much in it." The grey stallion moves not unlike Fluttershy did as he stretches his way off of his own seat. Instead of a wispy, delicate grace, his moves are feline and predatory, reinforcing that he is every bit a hunter. He grins up at you, just a bit of his fangs shown off in the expression. "Perhaps you shall have a third in the morning, though I will leave it to that pony to discover you."

"Isn't that a bit dangerous?" you ask. "N-no disrespect, Your Highness, but that...that almost ended badly for me. Even if I wasn't the brightest at the time..."

He trots up to you, places both forehooves on your shoulders, and commands you wordlessly to look into his ruby eyes. "Firstly, you may call me Sombra behind closed doors. Should the situation call for titles, however, I think I would prefer My King instead of Your Highness. You said it so deliciously last night, after all." You blush and nod, finding no arguments to be made. "And I should do something to differentiate myself from the...status quo. Secondly, Fluttershy will react much more reasonably the next time. And perhaps you might be the first the new pony finds wearing my mark."

None of this is wrong, and even unseen by Sombra, Fluttershy nods behind him, having returned with a fluffy blanket that matches her coat so closely it nearly blends in, balanced between her wings. "Alright, Sombra. My King," you amend, finding the words do bring a smile to your lips. "I trust you. We both do."

He glances behind himself and nods to Fluttershy. Without giving her a chance to react, he leans in and seizes her in a deep and fierce kiss. Her wings go up with an audible snap and the blanket falls to the floor as her eyes widen, then ease shut as she reciprocates. You can't help but feel a little jealous at the display--just a little-little--but you don't let it sour the mood.

With a demonstration of his re-found talents, he dissolves into a silky black cloud and slips out under the front door, leaving Fluttershy kissing the air for a moment before snapping her mouth closed and blushing as pink as her mane. "Um...a-anyway, I brought you that blanket," she begins, noticing only then that she'd dropped it. Picking it up once more, she gives it a flick in the air and sets it beside you on the couch. "Is there anything else you need, Bluebell?"

Sombra's words echo in your head as you look at the blanket. It will keep you warm, yes, but...maybe there was something better. "Actually..."





The Shadow King arrives in the same way he always does. The deep violet curtains upon the windows stir with his arrival, his form swiftly coalescing from the cloud that had slid in through a barely-cracked window, then standing tall, eyes darting about efficiently, sizing up the room. Perhaps a bit too much purple, but he certainly isn't here to critique the design.

No, he was here to visit a mare who would have every reason to join his rapidly growing herd. He winces internally at the thought as he quietly ascends the stairs in back; 'herd' just seems so wrong, as does 'harem'. He'd days ago come to the decision of what he wanted in his life, and while carnal delights and gorgeous and devoted mares were certainly perks, it certainly isn't his end goal.

The long game, however, can wait; he locates his quarry, but halts as he hears not one but two distinctly different sets of breathing. One is delicate and faint. The other snores with a row like an old hoof-cranked mining drill. He freezes and holds his own breath as he listens closely. Was he wrong? His quarry was single and not prone to dragging home random stallions upon a whim--not that he thinks lesser of Bluebell for enjoying warm company, mind!--but that has to be the snoring of a stallion. He trusts his instincts, but verifies them no less. The door on the left gets his attention first.

Indeed, more purple. The room is not otherwise different from the store-front downstairs, just as decorated and with even more creative appurtenances. The main difference is a canopy-covered bed as its centerpiece, and upon it lays a covered but clearly solitary form. Bewildered, Sombra backs out and ventures just as silently into the other room. A smaller, humbler bed sits across the mostly empty space from a toy chest. The filly that sleeps upon that bed is not his target; mayhap in a few years, but certainly not this night. With a glow of his horn, he places an indelicate yet effective dampening field in the room and backs out, closing the door behind him.

At most, this will prevent the young filly from hearing any voices from the next room over. At minimum, it will spare her from the jackhammer noise of her older sister's snoring for a night.

He approaches the master bedroom once more, and for the first time since his foray through the Everfree, Sombra feels an unpleasant sensation he's known precious few times in his long life: Fear. There is no safety net here. Fluttershy had seen him for the wounded, vulnerable stallion he'd been after the encounter with the manticore. For all her merits, Bluebell had been something of an experiment, a spur-of-the-moment conquest. If he'd failed there, she wouldn't have mattered in the long term. Who, save Fluttershy, would believe a random earth pony claiming she'd been visited by King Sombra?

If he fails here, however, he risks directly poking the slumbering ursae that are Princesses Celestia and Luna. 

No, this particular conquest calls for subtlety and patience. On the spot, he re-evaluates his claim to Bluebell. Roam of course was not built in a single night. This however does not mean that the foundation cannot be laid. He slips into the room, and takes in the scene.

Moonlight through the window reveals the white unicorn's form sharply against dark satin bedsheets. The black sleeping mask she wears stands in equally stark contrast, giving Sombra comfort: Were she to wake unexpectedly, it will buy him additional time to escape with her none the wiser to his imminent meddling. At least, it will keep her from knowing exactly who is doing the meddling.

He plans a risky move, but he doesn't have any other options. A note of invitation, even a token would be evidence of his presence, and could send her summoning the nearest chapter of the Royal Guard. He cannot rouse her and risk direct contact until he was sure of how she'd react to his offers.

Sombra closes his eyes and slips into Rarity's dreams.





Like the Grand Galloping Gala was happening all over again, she remembers this night and yet it is new, happening to her as she recalls little details. The march from the carriage with her friends

escort at her side, keeping pace with her. There is an itch of a memory, remembering how much of a pompous ass the white unic

charcoal stallion was not. In fact, as his aura brings to her another glass of deep red wine along with his own, she feels a giddiness at the idea that maybe her fantasy of a noble gentlecolt wasn't so far-fetched! It seems too good to be true, then the grand doors to the garden burst open with a rumble

are opened before them and them alone. The rest of the Gala falls behind them into quiet, save for the dulcet strings, magically amplified. She asks him of his estate, if he has any family. No estate; not anymore, but he is not without his means. Though her face falters, she remains with him as he vaguely describes a grand plan to have not only an estate, but what almost sounds like an entirely new nation upon which to build it.

Oh, it is ambitious, he agrees with a winning, brilliant fanged smile. However he can make it happen and he is already making influential friends. Maybe a certain yellow pegasus he'd seen her arrive with is already in his court.

Didn't she arrive only with him, she asks? She arches an eyebrow; Fluttershy with ambitions like her own? He nods, and then in a bold move, leans in and kisses her lips softly.

"Maybe you should talk with her when you wake up, my dear."





You weren't initially planning on spending the rest of the night like this, it's true, but as you take stock of your situation, it's hardly anything to complain about. There are blankets below, but you find you don't need them; the air is cool but not unpleasantly so.

Maybe it's everything to do with the lone yellow wing extended over your side, or the way its owner has taken your head under her chin, almost as a stallion possessively holding his mare. No; more accurately, it's protective. She had apologized to you no less than five times between downstairs and where you now both lay, for having taken so long to rush to your rescue. No matter how many times you told her that you weren't upset with her at all.

"Fluttershy?"

"Hmm?"

"Don't be upset with yourself. I'm not afraid anymore," you assure her. It isn't a total lie but you still feel vaguely like a young filly having been pulled out of the way of a speeding cart at the last second. You expect her to reply noncommittally as she had before, in an 'okay but I still am' fashion.

"So, um...y-you're not here because..."

"I'm here because I want to be. We're in a herd together now, or close to it." You smile at the thought, one you'd never seriously entertained even a week ago. "I'd like you as a friend even without that."

There is no verbal response, but as you drift to sleep this time, her forelimbs and wings are just a bit more relaxed and comfortable to be within.
> Chapter 6
> --------------------------------------------------------------------------

Carousel Boutique makes no announcement of the King's departure as he slips out the same way he arrived: in a silky black mist. Once sufficiently dispersed, he blends in with the morning mists so easily that only a trained weatherpony might notice the difference until the sun truly begins its ascent.

He takes in the scenery, and feels a faint pang of...avarice? No, longing seems more right to him. Avarice leads one to forsake reason in their pursuits. This is simply the fact that something--no, everything that he wants again is laid out for him to see, right here in Ponyville, where fate decreed that he end up. He likens it to a parched stallion, adrift and surrounded by ocean water he cannot drink before shaking his not-very-corporeal head to clear those thoughts; they will not help achieve his goals.

However, he reminds himself that he has allies, and not just a possible trio of mares who will follow him, but another who has pledged support. After all, it's not every millennium that the status quo is shaken up, and it's a spectacle that they both agree--for entirely different reasons--has been overdue for a long, long time.

Unseen, Sombra slips out of sight.





You stir, and for the first time in the last couple of days, the unfamiliar circumstances into which you regain consciousness are not shocking or startling.

It's rather comforting, in fact, and while you've enjoyed the company of a pegasus or two, none before have compared to the sheer warmth and sense of safety that comes with being wrapped up in Fluttershy's wings. You doubt the windigoes of old could pierce through her enveloping embrace. You look up from where your cheek rested against her chest, and meet her teal eyes.

"Eep."

She instantly blushes and looks away, and it's all you can do to not giggle at how adorably shy she is, after holding you through the night. "Good morning," you settle on, a little yawn slurring your words together.

"G-good morning," she echoes, and her wings retract just a little, to your slight dismay. If blankets being pulled off in the morning is a cruelty, then having to leave her wing-hug is very nearly a war crime. "Did you sleep well?"

"Better than...well, ever," you admit, smiling and wrapping your forelegs just a bit more firmly around her.

"Well, um, it is a cloud bed."

You know of these beds: cloudstuff, wrapped in a layer of heavy fabric with thick cord to contain it and give it shape. It isn't a bed of pure cloud and nothing else; only pegasi or those given a cloudwalking charm are privy to that particular pleasure. It still is a heavenly sleeping experience. "I hope you don't mind me saying...the bed's nice, but I don't think it's why I slept so well."

"Eep!"

Oh, dear Luna you try not to giggle, but it proves too much as a tiny one escapes despite your best efforts. This in turn has Fluttershy all but trying to hide within herself, and the wing-hug is a thing of the past. You do however decide that it's not as grievous a loss as you might be making it out to be, after all...

"Sorry, Fluttershy. Like I said last night, though...we are in a kind of herd. I hope you can get more comfortable with all this, because I really did enjoy it. Didn't you?" you prompt.

"Well...y-yes," she admits. "And, um, we'll be doing more, I'm sure. Even, um...that."

Oh, if you only had wings. She has to suffice for reading your expression, which she doesn't do from behind her mane. "I, um...did I by any chance interrupt anything last night?" you wonder aloud.

"I-it's fine, we'll have other chances." An answer without explicitly saying a word. Some guilt wells up at the revelation, but hot on its trail comes excitement as you sense an opportunity.

"I should still make up for that, though. After all...what are friends for?" you propose. Fluttershy has little choice but to look down at you as you shuffle lower in the bed, grinning up at her. Her wings ruffle outward yet again, betraying her desire. As you nuzzle at her chest, you think that maybe an element from your wilder romps might be appropriate here, despite your intents to keep this tame. "I won't make you do anything you don't want to, or won't enjoy...but if anything I do makes you uncomfortable, just say...hm. Say 'distant'," you decide, after a moment. "We can come up with something better later."

"Oh, a safeword."

You judiciously do not mention out loud how impressed or surprised you are that Fluttershy is familiar with the concept of a safeword. Instead, you smile and nod, then press a kiss to her lower stomach, just above her teats. She shivers, and your smile only grows, reaching your eyes as you look up to meet her own. More kisses, soft nibbles, and finally you draw your tongue softly over her coat where it thins to an almost velvety texture. The pegasus above you squeaks once, but it's muffled behind a forehoof held to her muzzle.

You weren't so different with Sombra, were you? It occurs to you to try the same tactic he used on you, and the temptation to hear the delicate creature under you crying out in bliss is a strong one. You instead push that thought aside; right now her comfort and enjoyment take priority over pushing boundaries. If nothing else, her wide eyes still plead for you to continue as she breathes heavily and quickly through her nose, and that proves enough motivation for you to shift to your right and kiss her right on that smooth, hardened nub of flesh.

You can hear her squeal even through her forehoof as her hind hooves and wings both press against the bed, thrusting her up against your muzzle. You don’t disappoint her, turning the soft brush of your lips into a firm, warm suckling, tongue teasing the flesh in short, quick flicks. Each makes her tense under you until she trembles with the effort. Rather than let her overexert herself, you push her down to the bed, a forehoof on each thigh as you dart over to the other nipple, bolder in your attentions this time, leaving it just as glistening as its twin.

"Oh, f-fuck..!"

Your ears snap to attention but you pretend otherwise not to have heard that, instead looking farther downward. If her teats were glistening, her marehood is soaked, and her scent had long been flooding your every breath; it was just so mellow, sweet and subtle that you didn’t realize what you were taking in until your muzzle was right over her slit. You’d have to enjoy this much, much more in the days and nights to come.

Future-Bluebell’s job established, you focus on her fully. Yellow fur fades smoothly around her sex, and if one looked closely when she wasn’t nearly this exposed, the tiny glimpse of pink would blend in with her tail, almost rendering it completely invisible. Now though, with her arousal at its full and her legs spread out before you, the pink is bright and prominent, and begging you to taste the slick flesh.

You do, with a slow and soft lick not daring to push past her outermost folds, earning another loud whine and an attempt to arch off of the bed. You look up at her and she’s no longer biting her hoof, both of them at her sides and gripping at the sheets desperately. Her mouth is unobstructed now, open in quickened panting. She gives a short, sharp nod, and with that permission you grin up at her before sinking farther down and extending your tongue once more, a bit more pressure ensuring that your warm tongue presses against some of her searing-hot intimate flesh.

Her voice rises again, reaching your ears unimpeded, and just knowing how much putty in your hooves your new herdmate is makes you tense with a wave of desire. You keep that to yourself for now, ignoring the temptation to slide a forehoof from her body to your own, and go back for more of her yet again. She seems more and more comfortable, so you let your restraint go a bit more, truly pressing into her this time, feeling her taut walls quivering around your tongue tip.

You are completely and utterly unprepared for that dampened forehoof--the one she’d been biting to stifle her own moans--to come down to rest behind your ear, and gently push forward, encouragingly. She’s blushing so brightly it must almost burn, but she doesn’t falter, or leave any room to misinterpret the meaning. In case there was, she whispers, pleadingly.

“More...”

You almost expect her to add a qualifier, such as “if it’s okay with you”, but it never comes. Maybe she’s trying to see how it feels to live up to the role of alpha mare. Oh, dear Luna it turns you on so much, and you press her down to the bed even harder as your next lick starts from the underside of her dock and never once breaks contact with her until it’s slipped into her far deeper than last time. Her little yelps and gasps provide all the incentive you need to stay inside her almost without pause, your eyes closing and taking in the feel of Fluttershy, committing her body to memory and learning what parts make her squeak even louder.

Ooh, that right there...found you, you sing-song mentally as a little stroke to the front wall of her marehood makes her breath catch in her throat and her dripping passage clamp tightly around your tongue. You’ll remember that, and immediately set to attacking it on every third or fourth stroke, not wanting to overwhelm her as you learn just how to send little jolts of ecstasy through her. Finding what’s too little, and what’s too much.

She almost forms words as you persist, but each time she starts, you find a new place that sets her off, and all you get are fragments, but after a number of false starts--some increasingly harder to make out as a second hoof almost covers your other ear--you understand that you’re about to give her what you unintentionally cheated her out of last night. You pull back for a moment to breathe, licking your lips and oh does she taste divine.

“Cum for me, Fluttershy,” you whisper loudly, feeling her squirm as she hears your voice, and then you’re back inside her, your front teeth smoothly rubbing against her exposed clit as your tongue dances around that sensitive spot deeper inside. It would have been overwhelming too soon, but now it’s the last push she needs before--

Her voice betrays something; you later learn she makes a hobby of singing on the side, and sing she does as her walls clench around you greedily, her juices flowing so copiously that you cannot hope to keep up. You eagerly drink as much from her fountain as you end up wearing on your muzzle, and as she trembles and bucks with a power you’d never suspect from the pegasus, you tease and draw out as much pleasure from her as you can.

You can only keep her ecstatically thrashing for so long until the grip at the back of your head relents (you were in fact so preoccupied with eating her out that you hadn’t considered that she wasn’t going to let you stop until now), and she gives a little nudge in the opposite direction with a trembling forehoof. You relent just a bit, but with one more flick of your tongue, she gasps sharply and on that breath you hear her speak: “D-distant.”

Blushing yourself, you come to a full stop and slide free of her, once again licking your lips. It’s less effective now; you’ll need to clean up proper and you can’t possibly be upset at that. You crawl back up the bed to her side, mindful of her wing, and grin at her, leaving her all the time to catch her breath.

“Sorry, I kinda...kinda got carried away,” you admit, and while she hasn’t lost any of that shade of pink in her cheeks, she can at least meet your eyes.

“It’s...okay,” she replies between pants. “Maybe...n-next time...”

Oh, you are going to enjoy this herd thing.





The bell chimed over your head as you trotted into Sugarcube Corner, looking pretty good for having run the entire distance from the center of Ponyville to the edge of the Everfree, getting turned to stone, getting broken free by the same brow-beaten cockatrice that had put you there, and having a wake-up roll-in-the-hay. Fluttershy apparently paid attention to some of the techniques used at the local spa.

“Sorry about yesterday, Pinkie Pie,” you apologize, coming around to the back of the counter, feeling very refreshed and ready to face your day.

“Oh, it’s fine! We were closed anyway. What happened, anyways?” your very pink boss asks, before bouncing into the kitchen.

You wait for the clatter of bakeware to end before answering. You knew this was going to come up, and between yourself and Fluttershy, you’d hashed out a matching story. At least until Sombra decides otherwise, you’ll both be sticking to it. “Well, you know this neat little pendant? It’s, uh...kind of a gift from a, well, let’s call him a coltfriend. Don’t know where he got it from, and I thought it was one of a kind. And uh, I didn’t see Fluttershy’s too well--it's not the same kind--and I think she got the wrong idea about how I was looking at her. She panicked and...well, you know the rest.”

You turn from the register to find Pinkie Pie staring at you from perhaps a hoof’s width away. Your startled yelp dies on your lips as you feel her gazing somewhere past your eyes, past your mind, and uncomfortably close to your soul.

“Are you suuuuuure that’s what happened? ‘cause my Pinkie Sense told me something else happened last night.”

You’d heard tales of this Pinkie Sense, mostly followed by statements like “it just works” and “don’t question it too much”, none of which gave you any comfort right now. “What did it tell you?” you ask, trying not to sound as scared as you feel.

“It told me that somepony was in real trouble,” she says with a plain voice that manages to be that much more concerning. “That somepony almost...almost didn’t make it home last night.”

Crapbaskets. Again.

“That was me,” you sigh, deciding to wrap the lie with a truth. Hopefully it makes it easier to swallow. “I got to Fluttershy’s house, and I kinda...fell asleep outside.” Cringing at the admission that you, an earth pony, had been outrun by a pegasus who’d never left the ground, you continue. “I woke up when I was attacked. It was a cockatrice.”

Pinkie Pie reels just a little, her interrogation seemingly on hold. “What happened?” she asks just as she had before, but maybe a bit softer this time.

“Fluttershy came out to me after I...couldn’t move anymore.” The shudder is all too real as the memory replays once more, and you wonder if you’ll ever be free of the association. Maybe you’ll just steer clear of the Canterlot Gardens with all those uncomfortably life-like statues. “I couldn’t really see or hear what she did, but...boss, I think she talked the thing down until it was more scared of her than I was scared of it.”

“Aha!” she declares, making you jump again. Had she somehow caught a lie in that? Wait, no, that part was the truth! “So that’s why the next Pinkie Sense was an all-clear!” You exhale. “Well I’ll ask Flutters for all the juicy, fruit-filled details later! We’ve got some hungry ponies to feed today, so let’s get to it!”

You wonder vaguely if Pinkie Pie ever considered a job with the Royal Guard as an interrogator, and firmly resolve never to mention that stray thought to her as you go to unlock the door and flip the sign to declare Sugarcube Corner open for business.





Your trip home is short-lived; you merely acquire your saddlebags, put a few essentials in them, and head out once more. You have an open invitation to stay with Fluttershy once again, and while the memory of the morning interlude was still fresh, more tempting is the completion of the story covering how exactly Sombra managed to get in Fluttershy’s good graces as more than just the survivor of a manticore attack.

You aren’t quite expecting to walk in and find both Sombra and Fluttershy casually relaxing on the couch.

Which is on the ceiling.

King Sombra gives a long-suffering sigh as he rolls his eyes and just keeps them at the apex to look down (up? oh Celestia your head hurts already) at you. “Just walk up the wall. And don’t expect tonight to make much sense.”

“Language!” comes a scolding shout from the kitchen, a male voice you don’t recognize. However, through process of deduction, you have a pretty good idea who that is. Which means if you just approach the wall above-below the bookshelf...

Your mind tells you that you should be dizzy, but no actual vertigo washes over you as your hooves grip the wall, turning your slow trot into a vertical ascent, and then again as you cling to the ceiling with no effort. Stepping around the chandelier, you take a seat by Sombra’s side, and he greets you with a firm tug with a forehoof until you’re at his side.

“I suppose our dear Bluebell would like the rest of the story, yes?” he purrs, and you melt just a little inside as his voice seems to vibrate through you.

“If you’re willing to share, then yes, very much so,” you answer. Then, “Okay, elephant in the room. Why are we on the ceiling, exactly?”

An actual elephant--pink, no less--steps gingerly over the top of the door frame from the kitchen, a tray of cookies balanced precariously on his mismatched tusks, and equally odd eyes containing no end of mirth, both benign and malicious all at once.

Sombra sighs again and rubs his free forehoof against his temple.
> Chapter 7
> --------------------------------------------------------------------------

So this is what life has come to.

You sit on a comfortable couch, and your eyes keep latching desperately onto Fluttershy’s or Sombra’s, because the alternative is to allow them to be drawn to one of two impossible things: Discord, under the yellow pegasus’ wing, or the fact that you all sit on the ceiling.

Sombra seems to notice your discomfort, and his grip about you tightens reassuringly. You relax noticeably.

Your friends back in Hoofington had warned you that Ponyville was a magnet for trouble, and that it was a miracle it hadn’t been wiped off the map since the return of Nightmare Moon. That was silly, you’d replied. It’s a small town; nothing bad, or even strange, ever happens in a town like this. So emboldened, you moved here.

You are now in the home of one of the Elements of Harmony, and her other guests are a purportedly-reformed manifestation of chaos and a stallion with a reputation so reviled that the whole of Equestria believed that his one alleged death hadn’t been enough.

You can hear your friends’ laughter already. At least Discord isn't an elephant anymore; he's coiled like a snake and curled up by Fluttershy.

“Do we have to be on the ceiling..?” you inquire meekly.

“Of course!” answers chaos incarnate, his tail taking another cookie off of the plate he’d carried in. Of all the things in the room, that plate is the only thing right-side up, so it looks like the treats are hanging from the bottom until somepony reaches for one. It’s giving you vertigo after walking up the wall and across the ceiling had failed to do so. “I thought that of all the ponies here, you’d appreciate it the most. Surely you must feel as if your life is upside-down. I’m just helping the rest of the world catch up to you!”

He’s not wrong there. You open your mouth to make a remark about literal and figurative upheavals of perspective, but somehow you find one of his cookies stuffed in your muzzle. It isn't bad by any stretch, though you have a hard time deciding if this one tastes more like cinnamon or butterscotch. Its chewy texture does, however, prevent you from speaking until you can finish it.

"Perhaps we should fill her in on our arrangement," suggests Sombra, a bit firmly.

"Oh, I'm sure you'd enjoy filling h-"

Whap.

Despite looking directly at the other couple, neither you nor Sombra actually see the initial motion, but Discord rubs at his side with an obvious wince as Fluttershy straightens her wing and folds it back around him like it had never left.

"Fluttershy, you will be a wonderful mother some day," chuckles Sombra.

"Yes, she's already mastered the ancient art of la chancla," grouses Discord.

Your throat clears almost of its own accord, and you shrink into your seat as you feel the eyes of three of the most powerful forces in Equestria turn to you. Fortunately, Sombra speaks, ensuring you don't have to.

"I believe I can tell this part clearly," he says with a nod, taking one of the cookies for himself, and one that he offers to you. This one looks identical, but tastes of mint. "I was not mobile, but I did regain consciousness..."





Sunlight, Sombra thought again. He could feel it, but even from behind closed eyelids, it was more real this time, less delirious. It brought to him one of the first genuine smiles he'd felt in what must have been decades.

And like that, he realized all over again that he was not in the Crystal Empire. His eyes shot open and he tried to sit upright, but immediately regretted it. Instead of leaving his prone recline, pain lanced through him, erasing his smile in favor of an agonized wince, and he let out a groan.

"Don't move," came a voice far softer than any he'd ever heard in the Empire. It was comforting, and yet somehow familiar in a way that put him on edge. She spoke with authority, however, and he was compelled to obey.

"Mant-" A coughing fit, with accompanying pain, was all that came out in lieu of words. Hooves on wood approached.

"Don't try to speak, not yet. You couldn't drink much while you were asleep."

He heard the tell-tale sound of a cloth dipped in water being wrung out. It was a humbling experience as he realized he was being cared for as if an invalid. Still, he would accept this, he decided; just a moment came between the thought's conclusion and the touch of cool, smooth cloth pressed to his muzzle.

He drank.

It was a relief akin to being out in the frozen wastes for days, and then returning home, passing through the shield and into the city's warmth. The cool caress of water was paradise, and a pleasant sigh escaped him as he bled the cloth dry.

"More?"

He nodded. There was more trickling and splashing from close by, and the cloth returned, bringing its cool relief once more, leaving his muzzle dampened, and even that was its own uniquely enjoyable sensation.

"A manticore," she spoke as he drank, finishing his thought from a minute ago. "I heard the noises, and found you just after it left you there..."

"You...saved me..?" he asked, testing his voice. Rough, but better than it had been. Talking was no longer an exercise in agony.

"Well...w-why wouldn't I help somepony in trouble?"

The authority was diminished somewhat in her voice. He was unable to resist the urge to look, and so he did, cautiously. There was so much yellow and pink, but it refused to coalesce into a shape. "May I see you?" he asked.

His savior drew closer, but before he could really get a good look at her, she brought another cloth up and with a murmured warning to close his eyes, gently brushed what must have been days of congealed sleep from their lids. Her touch very keenly marked her as one experienced in caring for the ailing.

When she drew back, he looked at her again. While he wasn't as concerned as to genuinely wish he had still been fighting a manticore, he wondered if another round might not have ended differently. "I recognize you," he said, with some resignation. "From the Crystal Empire. And I know you must recognize me."

"I-I do," she squeaked, hiding halfway behind a curtain of pink mane.

"And you chose to save me. To carry my envenomed carcass to safety from those accursed woods. To treat my wounds and nurse me to recovery." He sighed, and at that moment his throat chose to rebel against his excessive use of his voice. Before he could even be through the coughing fit that ensued, the pegasus was back at his side with yet another cloth for him to drink from, to soothe the stinging.

"I couldn't just...leave you there," she answered at last, as though that explained everything.

"You could have," he countered, and spoke the last he would for hours after. "Your kindness is overwhelming."

Time passed in quiet, but now that he was awake he was able to focus some of his energy on mending himself. It was almost unnecessary as his savior had already done much. Antivenin had stayed the progression of the otherwise lethal dose he'd taken in his fight. Bandages covered his wounds and keep him from worsening them with movement, when he finally would be able to get up and about. He'd have evanesced only to reform, but his raw power was lessened. His most potent (and, by extension, darkest) magics seemed lost to him, at least until he was hale and whole, and so his efforts amounted to a weak feedback onto himself, and little more than meditation.

He'd not done that in a long, long time. Not since...well, since before he ruled over the Empire. He pushed that bundle of memories aside and tried to focus. His mind was quite disciplined but he had so many questions that his thoughts would not be stilled for long. Eventually, once the sunlight came in from a different side of the room, he had to break the silence again.

"May I know your name?"

"Fluttershy," she replied after a moment, and there was a sliding of paper as she marked her spot in a book that he hadn't realized she was reading as she sat next to him.

"I did not mean to disturb you. I am simply curious."

"No, it's...it's alright," she assured him. If she displayed any surprise at his politeness, she kept it well hidden.

"Are you a doctor, then, Fluttershy?"

"S-sort of. I don't...I'm really shy around other ponies, but I have lots of animal friends. Any time they get in a fight, or get sick, or anything like that, I take care of them."

"A veterinarian. Fitting, somehow. You still could have been rid of me if you'd brought me to the nearest hospital," he pointed out, noting that his voice was far smoother, and more like it had been before...everything.

"Ponyville General doesn't keep much on hoof to treat manticore venom."

Sombra took note of how much more comfortable she was in talking about her profession than she was with small, pony-to-pony talk, and he pressed on. "Are there many manticore attacks around this Ponyville?"

He learned much in a relatively short conversation. His rescuer kept the antivenin on hoof because most of the Equestrian population of manticores lived in the Everfree Forest. Anypony going into the Everfree--a forest where ponies held no sway whatsoever--would check in with Fluttershy, and they did this because she chose to live immediately next door to the eldritch woodlands.

As to why anypony would go in willingly, there was a zebra shaman living in the thick of it, and at least one local filly was training as an herbalist and alchemist under her tutelage.

"Fluttershy."

"Y-yes?"

"...are all of the ponies in Ponyville crazy?"

Fluttershy stifled a laugh all too late, and Sombra shot her an inquisitive look. "It's, um, just that you're the second pony I know to think that."

"I hope to meet them someday. Perhaps we have much to talk about."

His eyes closed as he spoke, and didn't see her wince. Fluttershy didn't have the heart to tell him just then who exactly that was. More time passed. He slept at length, and when he awoke at last sometime the next day, he felt substantially less pain when he attempted to shift, and so he grew bold enough to try and slide off of the couch.

It was a horrible mistake. He couldn't hide his groan as hooves made contact with the floor. The soft carpet met his barrel as he relented to gravity's embrace, and while it was a rather painless descent, it fully framed for him just how stuck he was here.

"Um...you really shouldn't have tried to move," came the now familiar voice of his caretaker--whom he surmised must have simply not left his side even as he slept--and he sighed again, wincing in anticipation of pain that didn't come as she helped him to his hooves, and he returned to his side on the couch with another groan.

"Being mortal...again...is beginning to truly vex me."

"You get used to it. And you will, soon," she assured him. "You've recovered faster than anypony else I've treated for manticore venom. Some..." She trailed off.

"Have taken longer to be on their hooves again, I expect."

"Haven't lasted until I got them back," she corrected, eyes falling to the floor. "Most just aren't that strong. Most don't talk for a day or two. They can't move until a week later. Only a couple have...well." She scuffed a hoof at the floor. "It's always hard. But I have to try."

There was a moment of silence as Sombra took that in. This was a pegasus who looked like a stiff wind could carry her away, and she had carried more than one pony back for treatment, only to witness at least a couple of unfortunate souls expire as she hauled them back.

And yet she kept trying.

"I...rescind my thoughts on being mortal," he spoke quietly. "Or perhaps you yourself simply are not mortal, and are a Princess in hiding. I shall await my trial in that case."

"No...but I have to ask you. Are you, um....going to try to hurt anypony again?" asked Fluttershy. "You...you had a lot of ponies scared and hurt."

"To oppress and wound was not my goal," he sighed. "What I did was a means to an end, and there was no other way I could see. History, I am sure, has already judged me as a tyrant."

She didn't need to tell him he was right. "Have you thought of where you'll go? Once you're better?"

"I cannot truly go anywhere, can I? Eventually somepony connected with the Royal Guard will recognize me, regalia or none."

"If you don't mind me asking...what made you want to-" She caught herself, and amended her question. "What made you have to do such terrible things?"

"What does any ruler want? To have a kingdom, to keep their subjects secure from those who would do them harm."

"But..." It was not an interjection; rather a prompt to continue.

"But they were not safe from me. Once galvanized behind another who proved she could protect them from me, they would never have me again as their King, regardless of my motives. I cannot go back. Nor could I oppose the two...three Princesses."

"Four."

"Four..?"

"Twilight Sparkle is a Princess too, now."

Sombra felt his sanity slip just by a hair.

"She's, um...the Princess of friendship?" Fluttershy offered helpfully.

"What little that does me," he finally replied, a bit more bitterly than he intended. "She is simply more powerful, to hasten my utter demise."

"She wouldn't, I'm sure..."

Sombra's eyes opened and focused on the doorway to the next room. "He is a cute rabbit."

"Angel?"

"Ahh, that is his name. Regardless, I believe he would cook up nicely," he chuckled, licking his lips and, in the process, showing off his prominent, almost predator's fangs.

"You wouldn't..!" Fluttershy gasped. "...w-would you?"

"Perhaps." Fortunately she seemed to pick up on the teasing, and the example, but he drove it home. "If I meant to...would you not do anything to prevent that from coming to pass? Would you use force if no other option existed?"

"Um...m-maybe."

"You seem stronger than you think. You would not hesitate to end a threat to those you care for," spoke Sombra with conviction, closing his eyes again as he rolled to lay upon his back. "Twilight--Princess Twilight Sparkle does not consider where I may go from here. She does not know that I am not so foolish as to attempt, in my weakened state, to make a bid for my old kingdom. She knows only that I once ruled over the Crystal Empire, and it is a logical conclusion that I would return there. And I can assure you that she would protect it even more staunchly than you would defend your companion."

"Um...I-I could tell her-"

"No!" He realized in an instant that he'd likely startled Fluttershy, and brought his tone under control. "No, you would be left suspect, and I would be immediately discovered."

"It wouldn't be the first time," she murmured.

"Do your friends not trust you?"

"Oh, they do. But, um, they find it hard to believe me when I have to vouch for someone they've...well, had to fight in the past."

His eyes opened again, and he slowly turned his head to face her. "You have experience with this, Fluttershy?"

"Well, it's actually just been Discord so far."

"Discord." He wasn't sure whether he'd heard right. He desperately hoped he hadn't, but his own words came back to him: Are all of the ponies in Ponyville crazy?

"Yes?"

"You vouched for the spirit of chaos. The manifest opposition of harmony."

"That's my name," came a voice that sent chills through the stallion's prone form. One he recognized from his all-too-recent memory, and one he'd hoped never to hear again. "Please do not wear it out."





"Well, I was wondering when you would get to the good part."
> Chapter 8
> --------------------------------------------------------------------------

You've been staring at Sombra for quite a while, judging by the expressions all around, spanning from slightly concerned to slightly amused. Their looks don't faze you; it was quite shaking to know that he'd come close to death. The very idea seems antithetic to who he is. Despite all the power he's regained--the things you've witnessed yourself, and you suspect he may even be holding back--he is still more of a mortal pony now than his legend suggests.

"I am here," he whispers to you alone, as you'd gotten close enough to him during the tale that he needed only dip his head slightly. His breath stirs the sensitive shell of your ear, and while the intent was to reassure, you can't help but remember the last time he'd whispered into your ear so closely. You nod and shuffle closer to him.

"You two are just adorable," coos Discord who has taken on the form most familiar once more. "Why, it's like you don't even need to drag Fluttershy into your little herd. At all."

Fluttershy gives the draconequus another gentle whap with her wing, and he rolls his eyes.

"Fine, fine. But can we get back to the story? We're finally getting to my favorite part: Me!"

"A fact we are all keenly aware of," Sombra remarks with a smirk. "As if you would ever allow us to forget."

"I can change the lock," Discord threatens, and you aren't sure if he's jesting or even what he's referring to.

"So quick to assume I intend offense when I am merely observing."

The whole exchange calls to mind foals bickering, if the foals were a thousand years old or more, by some measure or another. You can't help but take some amusement until Fluttershy speaks up.

"Boys." It's a command, and they both focus entirely on her immediately.

"Sorry."
"My apologies."

"It's alright," she reassures them as Discord obligingly hands her one of the few remaining cookies. "I know we can all get along."

"I concede, Discord's arrival was certainly a...pivotal moment as I grappled my way back onto my hooves..."





"Oh, how wonderful it is to see you again, Sombrero," Discord spoke, his tone positively dripping with somewhere between mirth and malice.

"Discord," replied Sombra, as levelly as he was able. Not a stretch given his condition. "I am surprised that the Princesses have left you to roam free these last centuries."

"They didn't."

Definitely malice, Sombra thought. "And I suppose you blame me for that somehow."

"Well, skipping a thousand years certainly hasn't dulled your intuition."

"Um...D-Discord, please--" The meek voice was drowned out.

"You could have refused her command, and yet you didn't. Were you so eager to bloody your mismatched talons so Celestia would not have to?"

"Says the stallion who broke countless ponies in his mines. I suppose you did need new fur rugs every so often, so who can blame you there? I merely wanted to talk with you," Discord crooned. "Why, in my hay-day, we could have created such wonders--"

"You insult my former subjects at your peril, monster," Sombra growled, growing immediately defensive. "Had the villainess sent you any later I could have done Equestria her greatest favor ever, and erased you from existence before moving on to her."

"N-now, Sombra, that's not very--" The argument continued heedless of her words.

"Monster? Moi?" spoke the well-darkened kettle that now rested on the arm of the couch. "I stand corrected; you must have left your sense behind when you blue-boxed the Empire."

"Neither of you gave me a choice," spat Sombra, rolling over so he could at least be upright as he stared down the talking kettle. "And I doubt you've changed your nature. How many times have you already betrayed Fluttershy when the mood suited you?"

Discord was suddenly very much Discord, in his natural form. All disguises were shed, and he glared at Sombra with an expression that could have killed. His voice was a dangerous kind of cold when he spoke again, every word through his teeth. "Now listen here, you little sh-"

"ENOUGH!"

Silence fell, and the two fell back as Fluttershy stood between them, expression stern and wings flared until they trembled. Their glares faded, neither willing to direct their animosity even in the pegasus' general direction. Ultimately, they both looked away at the same time.

"Sombra. Discord has changed. I may be his only friend, and while mistakes have been made...he's learning to be a very good friend."

Sombra realized then that he may have stepped on a sore point. He nodded once, still looking down.

"Discord. Sombra is my guest right now, and he's still not well. You know better than to poke Harry the Bear when he's hurting. I'm very disappointed in you for not treating Sombra with at least that respect."

Sombra mouthed 'Harry the Bear?' inquisitively as he looked up again. Discord had finally pulled his own gaze up from the floor, and to the stallion's surprise, he was utterly cowed. "I'm...I'm sorry, Fluttershy," he spoke with as much seriousness as Sombra had ever heard from Celestia.

"I apologize as well," Sombra added with a nod. "We...we have history, however brief it may be. I should not have jumped into an argument."

"By 'history' he means five minutes, a thousand years ago."

"None of that now," Fluttershy said, ending the conversation and brooking no argument. "Discord, you can stay if you promise not to upset Sombra. Sombra, remember that Discord is my friend. If you want to be my friend too, you'll have to learn to get along with him, too."

"I will try, Fluttershy," Sombra spoke at length, looking to Discord with some effort. "Perhaps a truce for now...for her?"

"Certainly not for your own sake," agreed Discord jovially, offering his talon in a fist. Sombra extended his right forehoof in kind, tense until the moment's contact had been made and passed.





You shudder and feel a slight retch build at the back of your throat.

"Oh, I know, it was positively, sickeningly sweet!" crooned Discord, his eyes somehow larger and more shimmering than before with both mismatched appendages squeezing his cheeks.

You swallow finally, feeling just a bit green. "You...you were talking about the cookie...right?" In hindsight, you really shouldn't have had any more cookies once you'd realized they were a grab-bag of flavors straight from the heart of chaos himself. The last one had been a saccharine flavor-bomb that nearly made you toss all of your previous cookies, and you suddenly wish very much that you were on the floor again.

"A little of column A," he shrugs. "Now, where was I..?"

"Perhaps I should continue? Your narrative may prove too disconcerting after subjecting Bluebell to your baking, and every offense intended," Sombra smirks, "I don't trust gravity when you're playing with it."





It was perhaps a day later when Sombra finally found his way to his hooves again, and with Fluttershy's steadying wing and side to lean on, he was soon walking without further aid. He smiled, feeling at once empowered, and thankful to the pegasus who'd helped him recover from mortal peril.

That was when the door burst open with a violent slam. Something fell to the ground nearby, jostled from the shock. The dust cleared quickly from the doorway, revealing Princess Celestia. "Stop right there, criminal scum!"

Sombra's legs failed him, and even as he went down, he noted that her mane wasn't quite flowing, her eyes were red pinpricks on yellow sclera, and she wore a mismatched set of horribly tarnished armor instead of her regalia.

"...damn you," growled Sombra as he caught his breath and got back to his hooves.

Without dispelling his latest illusion, he rolled about cackling like the mad beast he truly was. "Priceless! Absolutely priceless!"

"Discord," came Fluttershy's warning tone.

"Oh, fine, fine. I won't terrify him anymore," he relented with before shedding Celestia's form, reclining mid-air and conjuring up a tub of popcorn. "I'll just watch when you finally call the guards. Will it be soon?"

"Discord!"

"What? Was it supposed to be a secret?" he mock-whispered, loud enough to be heard through the entire house.

"I'm not calling the guards."

Discord sobered up somewhat. "But Fluttershy...think of the bounty on him! Why, you and I could have our own palace, even bigger than Sparklebutt's! And ours will have padded crystal chairs, not those rigid insults to backsides!"

Fluttershy shot him a deadpan stare.

"I'm right here, you fool," muttered Sombra.

"Besides," continued the draconequus, pulling out a black balloon and inflating it with a single breath. A cacophony of squeaking later he'd folded it into a pony-like shape, drawn a comical scowl on the face, and tacked a red horn on top. "It's not that difficult to conjure up a new Tyrant of the North. Didn't the last one explode in front of numerous credible witnesses?" A claw casually pierced the balloon figure--only Fluttershy missed exactly where he'd pierced it--and it deflated with a rather protracted rude noise.

"I assure you, I am the King Sombra. And trust me, I have questioned Fluttershy's decision myself," grumbled the literally fallen King as he steadied himself on his hooves once more. "I think I understand now, and if you are her friend, I suspect you know why as well."

"You're right. Because she is Fluttershy," sighed Discord, suddenly an odd-eyed donkey. It worried Sombra slightly that he pieced together what would be said next before he spoke: "I suppose I shouldn't be surprised, considering all the chances she's already given me to make a jackass of myself."

"Discord...I-I'm flattered, but...please don't ever make that joke again. Especially in front of Cranky. Or Matilda?" pleaded Fluttershy, visibly relaxing as she noted she wouldn't have to break the two up again.

"Spoilsport. But since you asked," he acquiesced.

"Discord raises a fair point, however, Fluttershy. I am rather stuck here."

"Oh, you can stay until you're all better. I really don't mind," she assured Sombra, all while ushering him back toward the couch to at least sit. "I had one pony who was here for three weeks before he could leave. His friends visited him too, so he wouldn't be lonely or bored with just...well, just me to talk to for all that time."

"That is the problem. I do not have friends, possibly present company notwithstanding--"

"We'll have to see," Discord interjected.

Sombra ignored him as he continued. "--but you do. And only one of them is a reformed tormentor of pony souls. Only my worst reputation precedes me, and can you truly say that any of your friends would not run straight to Princess Twilight Sparkle with news that I have returned?"

Fluttershy had no answer.

"I must choose my fate, it seems. I am thankful that you gave me a chance to do so, rather than allow me to perish at the designs of feral beasts." He bowed his head in his gratitude even as he rest upon the couch once more.

"Now, not that I wish to step all over such delicious melodrama, you great big ray of sunspots," Discord cut in with an audible eye-rolling as he lay draped along the exact contour of the back of the couch, "but I would expect more creative thought from such a ruthless tyrant."

"I suppose you have a better idea?"

"I. Am. Chaos! My good stallion," he practically crowed, throwing his arms outward. "I always have a better idea or thirteen."

"You'll...you'll help him?" Fluttershy ventured, her tone guarded, scanning the draconequus for any of his telltale signs that he was up to something.

"Oh, I never said that I would for certain. But truly, Sombra, did you forget what happened when last we met?"

"How could I? Celestia sent you to ensure my ponies would be wiped out!"

"No, no, no, not that part--which is wrong, by the way," he added, tapping Sombra on the nose with one of his paw's digits, forcing him to go involuntarily cross-eyed, to Fluttershy's quiet amusement. "You had a choice then, did you not? You thought you had to choose whether to stand your ground and fight me, or to declare abject surrender. And I am a big enough draconequus to admit that I was so incredibly proud when you chose neither of those! It takes a great deal to surprise the spirit of chaos, you know."

"So you say I have a choice now. I stay, and await the arrival of somepony who would dutifully inform the Princesses of my presence. I leave, in a weakened state, and likely be discovered by somepony who might very well do the same. You imply a third choice, between 'Fluttershy's domicile' and 'outside'?"

"Ohohoho, he is a keeper, Fluttershy! Precisely! There is always space between spaces..." Discord unzipped the open air behind him and stepped halfway into the invisible rift in reality until only his head and improbably long neck were visible. "...if you know how to get there."

Sombra's complete and undivided attention was freely given to Discord then. "And you propose that you might show me how."

"Exactly! I might! Let's make it interesting. I'll flip this glass of chocolate milk. Heads, I give you the key to one of my infinite and unquantifiable little retreats. Now, this is time-share, and if I need it for anything, well...if the pocket dimension is rocking," he prompted, swirling the glass almost suggestively. Sombra sighed but nodded for him to continue. "Tails...

"Tails, I march right up to Princess Sunbutt and tell her that her prodigal consort has returned."

Sombra stared him down for a long moment. Fluttershy looked back and forth between them, worry etched on her face. Finally, Sombra broke the quiet. "I accept."

Fluttershy's eyes widened for a moment in panic. "W-wait, Discord, not on my..."

Discord had already tossed the glass up into the air. It came down in a perfect arc, right toward the--

"...rug."

It exploded.

Sombra's eye twitched, despite himself. "What."

"Oh. A-at least it's dry."

"Well, that settles it! Here, I'll make this little old thing a key for you," Discord said, picking up something from the low table in front of the couch, something that Sombra hadn't noticed until now. "It looks like there's a spare anyway." He touched it with a clawtip and it hummed. Sombra noticed that the other identical black pendant seemed to twitch where it lay.

He felt more than a little touched that Fluttershy had collected something she must have assumed his personal effects along with him, and in awe of whomever had enchanted the crystal. Would that I had known a mage so talented a thousand years ago.

"Now, the trick is to just turn sideways," Discord helpfully explained, handing it to Sombra.

"Sideways? From what?"

"Sideways from everything."





It is your turn to yawn first this time while Sombra pauses and takes a sip of some tea that Fluttershy had insisted on brewing herself during the story. He nods as though you'd spoken. "It is quite late in the evening. There is a bit more to tell...but that can be a tale for tomorrow." He looks up toward the nearest window, now darkened but for a sliver of moonlight now cutting an imperceptibly slow path along the floor above.

"I should get going back home," you say, realizing just how late it has gotten.

Sombra's embrace stops you, and he grins as you look his way. "I understand you and your alpha mare have gotten comfortable together?"

You and Fluttershy smile, blush, and nod as one.

"Would you not spend the night with your herd?"

Despite the jealousy he'd insinuated earlier in the evening, Discord seems to have a graceful out, ready for the occasion. "Well, looks like I'm the fourth wheel here. You little colts and fillies have fun. I have a cute green mare who's truly interested in spending time with boring old Discord." He snaps his talons once and disappears. With a dizzying lack of dizziness, you find yourself back on the correct interior surface of the living room. His chaotic baking had even vanished along with him, leaving only the tea that is finished a few moments later.

After Fluttershy puts that away in the kitchen, she returns, both smiling and scuffing a hoof at the ground, a nervous habit of hers you've tried very hard not to gush over: It's simply too adorable. She nods, and you head upstairs together.

Tucking in is chaste as it can be, but as you drift off with Sombra's foreleg draped possessively across your chest from one side, and Fluttershy's wing blanketing the both of you from the other, you decide nopony in her right mind could have declined an offer like this.
> Chapter 9
> --------------------------------------------------------------------------

It's a day later when you return to Fluttershy's cottage on the edge of the Everfree. You'd opted to give the mare some time to decompress and cope with her new situation and role as an alpha mare. Not that you believe she can't handle it; in the last couple of days you'd learned your perception of the shy pony was gross oversimplification, and that she already was so much more than just a pretty, quiet thing. In days to come, she'll surely grow further. Despite not being a true recluse, however, Fluttershy—like most introverts you knew—would need time to process all this information.

You rap a hoof gently against the door so as to startle neither resident nor wildlife that may be about. The bear to your side (Harry, you seem to recall her naming him at some point) both reassured you your presence was welcome and unnerved you to no small degree. Fortunately Fluttershy opens the door with a warm smile that carried with it an undercurrent of nervousness.

"Oh, hello, Bluebell," she greets you in simple form.

"Hi Fluttershy. I hope I'm not intruding?" you query.

"Oh, not at all! I was...well, hoping you would come over, actually..."

"Oh? What's up?"

"Who is it, darling?" comes a voice you've heard a time or two before, and committed to memory.

Fluttershy simply ushers you in and closes the door behind you. Your eyes are immediately drawn to the sofa, and across its two occupants: At left, Ponyville's foremost mare in fashion, Rarity, sits somewhat uncomfortably, but doing her best to not let it show. It's a valiant effort. To the right, Sombra lounges with his forehooves crossed in front of him, the very picture of relaxed comfort. His poise makes Rarity look as awkward as Fluttershy seemed to so often feel, a hoof idly pawing at the cushion.

"What did I miss?" The question escapes your muzzle on its own.

"We may have a new...herdmate...?" It is a hopeful tone, not an uncertain one.

"Well, Fluttershy, dear, perhaps..." Rarity glances to the side, and does indeed appear nervous. "Perhaps. I think...I need time. It is no small change, after all."

"Indeed it is not," Sombra agrees, nodding once. His voice seems to send a shiver through Rarity, and if you have any measure of insight, that shiver was not an unpleasant one. "The lady is of course free to make her own choice, and in her own time."

"Okay, how much did I miss?" you amend.

"Well, after you left the other morning..."





Morning comes, and with it the realization that, for a second night in a row, you are not in your own home, but in Fluttershy's, and in her bed as well. Waking first, you have the opportunity to observe her as she sleeps, as she'd done yesterday. While still unconscious, she seems a lot more relaxed where she lay on her side, wing extended over you in a gentle embrace. It brings a smile to your muzzle as you stretch gently under the largely unnecessary sheets.

You take this moment to be fully honest with yourself: Escape is the last thing on your mind, but the sun is very gradually coming up. This means that Pinkie Pie will eventually be wondering where her new appren- Ahem. Will be wondering where her new employee is. A sense of discomfort passes briefly through you as you almost heard the first draft of your thought in her voice.

With some reluctance, you gently brush a hoof along Fluttershy's wing, deep blue and pastel yellow contrasting sharply as your coat slides across the arch of her wing. As sensitive as it is, it takes a mere touch and she stirs, the wing flexing in a stretch, then pulling back to her side with a yawn and murmur that you will remember until the end of your days.

How you ever deserved to end up in bed with this adorable mare is beyond you.

"Oh, good...good morning," she says as her eyes focus on yours. There's a blush, yes, but it's much more subdued than it had been. You find you almost miss the intensity.

"Good morning," you reply with a smile that you can't suppress if you try.

"I...think I like waking up with you," she admits.

You answer by leaning in and pressing your lips softly to hers. The kiss is soft, perfect for the morning, but the color rises to her cheeks just that easily in response, and you grin. "I do, too. And I would stay...but Pinkie is going to be looking for me." Speaking of missing ponies... "Wait, didn't Sombra come to bed with us last night..?"

"He did, but I think..." She trails off a little, searching for words through the remaining dregs of sleep. "He has plans. For us. For a lot of ponies, once they realize he's not...what we thought he was."

It's true. Sure, the thought that he might have yet betrayed you lingered a bit longer than you liked, or would like to admit. He could have been biding his time, but he has no reason to anymore: He's long since earned the trust of one of the most important ponies in modern day Equestria, and he could hope for no greater leverage than he possessed now. Your mind is hardly that of a spymaster or strategist, but you believe that no matter how charismatic or persuasive he is, going for all six of the Element bearers would be a fool's endeavor.

"He's definitely got us questioning what we know about him." A thought recurs, something you took note of from the story last night and simply hadn't voiced before bed. You voice it as you reluctantly slide out of the warm bed and stretch, girding yourself for another day. "Fluttershy? Did Sombra ever talk about what happened? Back in the Crystal Empire, I mean?"

"Well...no, not really," she admits. "He's very sensitive about it, but...I don't think he's hiding anything from us. I know it sounds strange, but it's almost like it hurts him to think about."

"Don't worry. I won't push him on it," you assure her. Oh, but how much you want to! How little do you really know about him? How little does Equestria know about him? The treasonous thought takes root before you realize it: What if we've never heard the truth?

"Thank you. I'm sure he'll tell us when he's ready to." Your herdmate escapes the persuasive clutches of her bed as well, her mane askew here and there. There's a small pang of regret that you aren't directly responsible for its state this time. "So, um, I'm meeting Rarity at the spa later, so I'll be gone until this evening. If you don't have to leave right now, though, did you want to maybe have breakfast? It's alright if not."

"I'd love to, Fluttershy."





A rather satisfying breakfast later, Fluttershy saw her friend off. Not just a friend, she corrected herself at the thought. My...my herdmate. It was so strange to think of herself in a herd. She, Fluttershy! In not just a relationship, but an alpha mare of a herd that was as volatile as any could conceive!

She reflected on this as she closed her door, saddlebags securely in place, and began trotting toward the town, and toward the spa. Volatile was the best word for this herd: It would grow, and it would be prominent, for better or worse. Sombra left no mistaking that inevitability, and the only question that remained would be if she and the ponies she held closest would be thrust into the spotlight and looked up to, or...

A bit of ice formed in her chest at the thought. There was a very, very real possibility that this could backfire. Her mind, naturally inclined to such thoughts (to her great displeasure), immediately conjured up a worst-case scenario: Celestia or, worse yet, Twilight found them out before it was time. Sombra would be imprisoned or destroyed. She, denounced for aiding and abetting a known enemy of Canterlot and the Princesses. And Bluebell, worst of all, punished in some manner, simply for being involved. It wasn't right, she was just a mare who was in the wrong place, she didn't ask for this..!

Fluttershy realized suddenly that she was in town, and ponies were backing out of her way with worried or apologetic looks. She then understood that she wasn't getting scared by that dreadful internal musing, she was marching forward with a determination, and an almost simmering anger. It was more than a wake-up call.

It was an epiphany.

She still had a spa visit to attend to with her arguably best friend, but there was no reason it had to remain justa spa visit, nor was there any reason that Rarity had to remain just her best friend. No, if this herd ended up in the spotlight, Rarity would positively gush at the prospect of being at her side. Her determined glare changed as her mind worked, and she bore an equally determined smile.

Which still had an occasional pony scrambling out of her way.

She reined herself in as she arrived at the spa; there was no need to alarm Rarity by acting so dramatic, and she couldn't be forceful about it anyway, no matter how much she wanted to simply beg Rarity to join them. Fortunately she knew Rarity better than anypony else may have, short of her own family. She could do this.

The bell chimed as she trotted into the foyer of Ponyville's premier and, in fact, only spa, and a dozen scents filled her first breath. Flowers, essential oils, candles, all that should rightfully clash and yet all of which came together in a delightful bouquet that immediately imparted unto her the relaxation that her outward expression was only mimicking a moment ago. That a place could calm even her nervous soul spoke volumes, and was one of the many reasons she came back.

"Over here, darling!"

And there was the other, seated on a plush bench in the waiting area, looking as though she needed this as much as Fluttershy did. Rarity often came to these meetings looking like she'd just left the spa, but today?

"Oh, my," Fluttershy remarked, brow faintly creasing. "Rarity? Are...you doing well?" It came out perhaps a bit blunt, but she was caught quite off-guard by the unicorn's appearance.

"Oh, just fine, dear," she replied, waving it off with a forehoof. "Certainly nothing to be concerned about."

"A-alright. You just look like you haven't had a good night's sleep."

Did she blush? It was gone an instant later, and Fluttershy couldn't be certain it was ever there to begin with. "Well, can you imagine a better remedy? I think not!" chuckled Rarity as she folded the magazine closed once more and slid off of the bench. The two closed the distance and exchanged a hug before separating. "And besides, Miss Aloe has informed me that they plan to offer a new service soon, and we get to enjoy a little sneak-peek for being such regulars here!"

"Oh? What is it?"

"A hot stone massage, darling! It's supposed to be incredibly relaxing, and is already quite popular in Manehattan. Canterlot is soon to catch on."

It at least piqued Fluttershy's interest, and she acquiesced with a nod and a smile. "Alright. It sounds like it might be very nice."

"Miss Rarity? Miss Fluttershy?" The lightly accented voice was unmistakable, though which one of the spa ponies it came from took a glance to discern. Lotus stood in the curtained doorway. "Aloe is preparing your room now. Follow me, if you would."





It felt heavy, and yet not uncomfortable. Each smooth, round stone that was gingerly set upon her withers or her wing joints was just an insistent, gentle pressure that radiated warmth through Fluttershy's muscles. Much to her embarrassment, her wings had flared momentarily before the relaxation set in and the limbs just slowly settled to alight on either side of her table. And then Lotus had started rolling the largest, hottest stone of all in smooth waves down her spine.

"My, Fluttershy, you certainly seem to be enjoying this."

At Rarity's amused observation, her cheeks lit up crimson again as she realized exactly what the sounds she was making would remind anypony of. She let out a soft squeak and became far more quiet after, before Lotus chuckled. "Miss Fluttershy, the intent is not to embarrass," she assured her softly as she reached forward for another stroke with the stone. "Relax, and enjoy, in whatever form that may take."

Fluttershy mulled this over for a moment with a soft groan as the earth pony's considerable strength laid into her once more. Her mind wandered to another pair of powerful hooves upon her back within recent memory. Her eyes closed and she let out a blissful moan.

"Miss Rarity? I hope you are enjoying so much as well," Aloe spoke in the following lull.

"Oh, it is positively divine, Aloe," the unicorn sighed in reply as she too felt the warmth rolling down her back. Still her reply sounded restrained somehow, contrasted with another purr from Fluttershy.

"You needn't repress yourself, if you are worried," Aloe said as she continued her work. "We mention this only when asked, but all of our rooms are fully soundproofed. Miss Sparkle herself re-checked the spells two months ago."

"Eep!"

"A tense spot, Miss Fluttershy?"

"...s-sort of. Um...keep going? Please?"

"Well," began Rarity, a bit uncertainly, "I suppose that is quite the comfort."

Meanwhile, Fluttershy's mind was racing again, and she felt the resurgence of worry and then a steel-hard blanket of protectiveness once more layered atop it. The massage was delightful, but idleness ill suited the pegasus right now.

"Rarity? Have you...been looking for anypony since...well, him?"

It was Rarity's turn to tense a bit, but not quite as sharply. "A rather sudden question, Fluttershy, but...well, I suppose it has been on my mind again as of late," she admitted. "If I'm having such vivid dreams, it may be they're trying to tell me something."

"Bad dreams? Um, is that why you look...well, tired?" She couldn't fathom how the two might fit together, but nightmares were the only kinds of dreams that Fluttershy immediately pictured keeping a pony up at night. Unless-

"Oh, far from bad dreams, darling." This time it did sound like a moan building in the back of Rarity's throat. "Mm, no, the sort that would leave a lady awake and, well, a stallion up at night."

Fluttershy and Lotus both chose that moment to giggle. "Apologies, Miss Rarity, but this is not so uncommon as you may imagine, and not to be ashamed of. Our spa is to relax the body, and the mind. Continue if you wish, and know our discretion is absolute."

"Oh, I cannot imagine these are common. Why, I could have written one of those...those bawdry books that Twilight never admits are actually in Canterlot's library, let alone her own."

One train of thought was that enticing Rarity to join their herd might not be so difficult after all. The other...Fluttershy couldn't contain her curiosity any longer. "Um...what was it about?"
> Chapter 10
> --------------------------------------------------------------------------

Canterlot hadn't seen a wedding in ages--not a royal wedding, mind you--and so this was truly a spectacle to attract everypony who was anypony. Rarity found herself mingling through the crowds, sipping at her glass of champagne, letting it relax her. She needed it; likely everypony did after the invas It was simply what one did at these sorts of receptions and parties, and it made conversation, happiness, and good times flow like the wedding dress she'd helped design.

She could, at times, barely see through the ocean of ponies chatting amiably, and for just a moment she felt she should find a slightly quieter spot to get off of her hooves. She spotted a gap between ponies, and made for it.

Only when she nearly bumped into the well-groomed stallion did she realize it was not empty space in front of her, but indeed a stallion broad of frame, a charcoal coat, and positively luscious silky black mane. He might have blended into a strangely moonless midnight sky except for when he turned, and his eyes caught her own.

He greeted her smoothly, his ruby eyes radiating warmth, and all directed right at her. It had been some time indeed since last they'd crossed paths, something she agreed wholeheartedly, though she made known that she'd hoped it might be more often.

It was a bit difficult for him, unfortunately, he needed to be in the background for some time yet. It seemed odd; she knew she'd met the stallion before, but he seemed so much more defined this time. His slightly curved, slender horn; his sharp red eyes, his fangs perfect and brilliant smile were all so stunning and vibrant that he seemed to make other ponies dull by comparison. Without warning she'd even followed him to the outer gardens surrounding the central reception, unaware her hooves had moved under her!

A stallion like him ought to be in the foreground where he could be properly appreciated, she countered with a surprising lack of deliberation. She smiled at him over the edge of her drink as she sipped gingerly. It felt almost liberating to let words flow thus; she'd never experienced such smooth discourse before, especially with that massive fool of a prince and she wanted to indulge in such flirting more often.

And then he asked her if she would again have a dance with him before he left with the dawn.

Her glass of champagne was long forgotten as her foreleg rested atop his shoulder, with him standing upright. It was a dance slow and, by nature, intimate; the ponies participating had nowhere to look but each other's eyes, and each supported the other on their hind hooves as they stood taller together. The grey stallion led her in a slow spiral through the garden, taking his time with her, as though knowing with a mare like Rarity, there was a long game to be played indeed.

It was for them and them alone: None were watching, and even the moon and stars were veiled, leaving them cast only in the comfortably warm torchlight as the upbeat, celebratory music played in the distance. Rarity fought a giggle as she heard Twilight singing again slow yet somehow lively strings played somewhere nearby.

She lost track of time as the dance went on, but after the gardens had ceased turning about them, she felt his muzzle against her own. She let her eyes drift closed, and a dance began anew as their lips mingled, slow and sensual and just as smooth as each step they'd trod upon the grass. The world fell away, and then she fell back to it, her back upon the bed.

He bade her expend no effort; he would see to her enjoyment now. She felt something stir at the back of her mind as he loomed over her in a crystal-lined bedroom, and the softest silk and down gave way beneath her back as she gazed, entranced, into his eyes. Perhaps they would share many such dances in the coming days, he said, then spoke no more words.

She nodded, a forehoof resting upon his cheek, and following him as far as it could. He trailed a series of lingering kisses down her bare chest, which rose and fell with quickening breaths. Her coat was only lightly dampened by his lips, but she felt herself growing heated, perspiring slightly, and it left her sensitive to every brush of his coat to hers, and every little stirring in the air. It was far too vivid, and it was only then that Rarity realized she was dreaming.

That was right when he moved completely past her teats and pressed his lips to her lower ones.

Her back arched from the bed and she let out a positively lascivious noise of primal bliss. His kiss, though at first chaste for a given value, deepened, his lips parting and his tongue warm and soft as it filled her. Alive. Flexing and rolling against her walls as she thrust her hips up against him unabashedly, craving his touch deeper and harder, and he obliged. She dared to look down, and could only see his eyes as he devoured her with a growing energy. She couldn't see his lips, for certain, but his expression was both mirthful and hungry and grew more so each time he drew another moan from her throat.

She felt little points of pressure against her flesh, too. Not the smooth surfaces of a pony's teeth, but something sharper. Her breathing quickened not only from the pleasure that built each time he attacked her outer lips, or any of the other hypersensitive clusters he found as he explored her marehood, but also from the coalescing feeling that she should be afraid of him, needed to be afraid of him. The voice of rationality took a back row seat as she parted her hind legs more for him.

She cried out his name, desperately, eyes closing as her body shuddered, and he obliged by wrapping his velvety lips around her clit and suckling, tongue flicking across the sensitive flesh. Her vision went white and-





"I'm...afraid that was when I woke up," Rarity finished, blushing despite having been staring at the far wall as she had judiciously-then-not shared the contents of her dream, as best she could remember. "I was...out of sorts, as you might imagine, and was unable to get back to sleep."

"Oh, my," Lotus replied, and gave an audible swallow. "I do not blame you for losing sleep after a dream like that. I don't wish to presume, but I do know the sort of gentlecolt you're looking for." Her hooves dragged the broad massaging stone down once more, then carefully and symmetrically plucked the smaller stones from atop Rarity's joints. "But your dream stallion did not act like any nobility I know of."

A giggling answered from Aloe as she did the same for Fluttershy, not noticing the tension in the mare below as she willed Lotus to stop talking stop talking please stop talking I already have a stallion for her-

"Perhaps your sleeping mind is suggesting looking for somepony within reach. He may not be dark and handsome,"

no no no no shut

"but if you only search far off, you might miss a far better stallion, closer than you think."

Fluttershy sighed and she let go of her worries once Lotus finished without attempting to set Rarity up on a date. No, this had turned out perfectly, and once they had a chance to talk in the privacy of the sauna, she could-

"The sauna should be ready now. Here, let me help you up, Miss Fluttershy..."

"Oh, yes. That sounds wonderful," she murmured in reply.





"Now remember, simply ring the bell beside you if you need anything at all," Aloe said, her hooves surprisingly soft on the hardwood floors of the sauna as she exited. "Please, enjoy yourselves."

"You've been awfully pensive, darling," Rarity finally spoke when the door had closed on the small room, leaving the two lying on a comfortably padded bench seat, facing each other. "I know you only just heard why I'm in my state--which I confess is vastly improved upon, so thank you--but is there something on your mind?"

If only she knew! She wasn't sure how she should feel: Twinges of jealousy at Sombra's interest in yet another were fought down by the reassured knowledge that they were of like mind, and relief that their herd would almost certainly grow. But he was also playing around in her friends' dreams. She could say everything here and now--they were alone, of course--but for some reason she felt her hooves metaphorically growing cold and heated all at once.

"Well, um...i-it's silly, but I thought..."

"Fluttershy, dear, nothing from you is silly," Rarity assured her, reaching out and resting a hoof on her foreleg.

The contact was electric, something Fluttershy attributed to her racing thoughts and the places they were charging headlong toward. Nothing was different about the touch now, except for her. "I just thought...i-it was rather thoughtless of him."

"Who do you mean?"

"Your...your dream stallion. He just...he got you so worked up...and then he just let you wake up," she spoke, voice soft but, for now, not exactly meek.

"Oh, I'm sure it's hardly his fault," giggled Rarity, a faint blush on her cheeks. "And if you've ever had such dreams, you know that they always tend to end before the...well, the good part."

"I-I know about those," she admitted with a blush of her own. "But...isn't it better when they don't end?"

A look of uncertainty crossed the unicorn's features. "Darling, what are you saying?"

What was she saying? Suddenly she couldn't find the words that had been on the very tip of her tongue a moment ago. She felt herself suddenly on the edge of despair, and it was just like those few nights ago as she trembled, feeling powerless to move as somepony so close was yet so far away, and needed her to make the first move-

"Mmph!" remarked Rarity, eyes wide.

Fluttershy hadn't realized she'd moved until she'd done so. The soft impact of her lips to Rarity's was enough to almost catch them both off-guard, but the difference was that Fluttershy owned the moment. She didn't press the kiss farther yet, but she felt her heartbeat calming somewhat now that she'd taken the leap. Her lips are like marshmallows, came an errant thought, before she pulled back slowly, finally daring to open her eyes once more.

Rarity looked a dozen times more out-of-sorts than she, her eyes still unfocused until she brought them back to Fluttershy with effort, and her entire body rose and fell with her suddenly heavy breaths. "Oh...oh my," she managed to get out, her shocked expression teased by little hints of a growing smile at the corners.

Fluttershy giggled. Giggled! What had she been nervous for? She wasn't free-falling, she was in control, and to some distant, still-surprised part of her, she was able to speak. "You liked that...didn't you?" she murmured, voice soft.

"Oh my stars, darling, yes, but...but wherever did this even come from?" she asked, her head still spinning at the fact that she'd just been kissed by Fluttershy. And so boldly, at that!

"Let me help, Rarity. We've got enough time, Aloe and Lotus won't come back for at least half an hour," she suggested, a smile gracing her lips as she took the reins. She couldn't let go of them now, she knew, but she wasn't out of control. Like she'd done so many times with her Stare, she just needed to keep leading. Suggesting, though, instead of compelling. And right now, Rarity was so very suggestible.

"This is...it's very sudden, Fluttershy. If..." She felt her words almost chosen for her. "If I declined...would you respect that, and remain my friend?"

"I would. But...you don't really want to stop, do you."

Through the fog of her racing thoughts, Rarity felt a surge of familiarity in the way she was being seduced. Like a charming, confident dream-stallion that knew what she wanted. But Fluttershy...Fluttershy was real. "N-no, darling. I truly do not."

"Okay," came her friend's simply stated reply, as if it were the most obvious thing in the world. In hindsight, it was. "Then we won't."

She didn't resist as all as Fluttershy put a hoof to her chest and gently pushed until she lay upon the bench, the soft padding not quite a bed, but close enough. The sight of half-lidded teal eyes looking down into her own, however, made up for any shortcomings the locale might have had. Rarity couldn't help but smile up at her until their lips met again in a slow kiss, one that progressed over uncounted seconds from soft pecks to gentle nibbles, and didn't stop until Fluttershy's resolve won out first and her tongue played across Rarity's lips, asking entrance.

Rarity gave it gladly.

Her eyes slowly closed as she let out a moan, the sound barely escaping her mouth before Fluttershy tasted it right from the source, and decided she wanted more, delving gradually deeper. She sought a point where Rarity would offer the first sign of being uncomfortable, but to her surprise even as she finally tilted her head to one side, that point never came--instead, the unicorn angled to the other side and deepened the kiss to its limit.

Their tongues danced in the wet heat between their sealed lips, little room in one's mouth that was not filled by the other's eager exploration as the two friends teased at something far more between them. The idea, first cast to her in a surprising light, quickly became one which Rarity was surprised hadn't been truly considered before now.

There was nowhere for her to retreat, but as soon as Rarity felt her head swimming for want of air, Fluttershy herself relented, very slowly parting from her friend. Pink erupted beneath white cheeks as the light caught a gossamer strand between their lips. "Oh...oh, my," she panted, looking up at the pegasus with a newfound awe. "You...all that..."

Fluttershy giggled again as she answered with a hoof pressed softly against Rarity's still-damp lips, silencing what might have been more breathless rambling. "Relax, Rarity. It's what we come to the spa for, isn't it?" she murmured. "Let me take care of this for you."

Rarity, though the haze in her mind was thicker than the steam all around them, nodded once with a slow decisiveness. The next kiss fell upon her jawline, prompting her to tilt her head up. Another followed down to the hollow of her throat, earning a soft moan. Then another, on the rise of her breast. This continued, and Rarity hooked a forehoof under the edge of the bench below just to hold onto something, as she felt she'd need it soon.

Meanwhile, the kisses trailed lower and lower. And lower.

And lower.

It was slow torture until Fluttershy's forelegs gently pressed at the insides of Rarity's thighs, and again the unicorn offered no resistance. By then her arousal--having been rekindled as she recounted the dream--had grown overwhelming. As soft breath stirred the silky coat of her abdomen, Rarity gave a louder moan and arched herself up from the bench. It was slightly embarrassing to be so on edge already, but Fluttershy was pressing all of the right buttons.

Wings fluttered at her sides as she lay her eyes on the faintly squirming mare, exposed. Not like the casualness of trotting about in a state of near-permanent undress, Rarity was letting her see- No, a glance up along her body, meeting those blue eyes watching from over the rising and falling of her barrel, corrected that thought. Rarity was begging her to look upon her in the most intimate of places, and with a smile she did.

Her teats were small, unswollen, like her own as neither had foaled. Unlike her own, though, alabaster fur let pink flesh stand out in such contrast that she had to oblige each of them with a nuzzle and then a warm lick, satisfied to hear a sharp intake of breath above as she played over the right, and that air let out in another moan as she attended its twin. However, these weren't her final goal, as much as she resolved to explore just how sensitive they might be in the future.

Rarity's breath caught in her throat as she felt Fluttershy's wash over a far more sensitive reach of her body. Just like the rest of her, her marehood was immaculately tended and groomed, and the white silky fur smoothly gave way to flesh that was dampened and--if she looked long enough--visibly quivering in time with her pounding heartbeat. Unseen, Rarity's hoof tightened under the edge of the bench-

"Hnnnnh!"

The first touch of that warm tongue to her sex was like lightning shooting upward through her body, and she arched as if shocked. She'd wanted to watch, but as she came down from the first overwhelming sensations, she found she could only lie back and gasp for air while gentle forehooves nudged thighs apart that had reflexively tightened. Rarity didn't fight it, and she was rewarded with a soft kissing that walked up her left thigh, culminating in one placed directly on her lower lips. Fluttershy moved to the other inner thigh and did much the same, a bit slower this time, seeming to savor the little twitches she could feel running through those legs, the unicorn restraining herself from bucking wildly, desperately.

Fluttershy rewarded her with another lick, this one slower and more indulgent, taking in the smooth feel of her slit, the sweet and heady taste of her need, and the radiant heat that pulsed against her tongue. Rarity answered with a louder moan, and a trailing, breathless whimper that might've been her name. She didn't let her recover, and played her tongue across those flushed folds again, with a bit more force behind it this time. Like the kiss, she quietly, insistently asked to be let in.

Unlike the kiss, Fluttershy pushed harder on the next lap, and didn't let up until she'd dragged that smooth caress along the glistening pearl that was now barely visible. A wordless cry filled the room, and neither seemed to care; Rarity was riding ever-higher waves of ecstasy, and Fluttershy was busy adjusting her forehooves until they rest on either side of her marehood and slowly spread her open to reveal glistening pink flesh that throbbed with desire.

Unwilling to torment her friend, her herdmate, any longer, Fluttershy delved in, tongue stroking the dew-covered outer walls, and pressing harder each time as Rarity lost herself in pleasure. It was clear she was no longer able to control how hard her hips desperately attempted to thrust up to meet each sensual lick, and Fluttershy's forelegs kept those hips pinned in place. She didn't draw it out though, nor did she stop for an instant.

Cum for me, Rarity.

Rarity couldn't see Fluttershy's lips, only her eyes as she devoured the unicorn for what felt like hours, her truly divine tongue never breaking contact with her splayed cunt, and the intense gaze she found herself the subject of both tickled something familiar from her dream, and finally pushed her over the edge.

As her one hoof tightened on the bench until it ached, her other flew to her muzzle and muffled her screams as best she could, but stop them she could not; like the frantic bucking of her hips, her cries came again and again as she rode out a peak that Fluttershy deliberately dragged out to its full extent, one hoof moving to rub gentle, quick circles over her clit as she suckled and kissed and even nibbled while Rarity coated her muzzle with her nectar.

Rarity gave out first, finally collapsing with a whine that, without words, pleaded 'too much', and Fluttershy immediately relented, releasing her hold on her flanks which remained parted, and watched with a positively glowing smile as her friend came down from her orgasm, gasping in slowing rhythm for air until she returned to almost breathing normally, though the steam-rich air left her head feeling light despite her efforts.

"Oh...Flu...Fluttershy," she managed to get out as the pegasus moved over her again. "That...th-that was..."

"Just the first," she gently interrupted, before pressing their lips together.

Rarity, despite her long-held notion that one didn't kiss their colt- or marefriend immediately after such activities, kissed back eagerly.





"Has it not been a half hour?"

"Yes, but...perhaps they would appreciate another fifteen minutes."