Prologue

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Princess Celestia loved to visit her magic school, the school she founded centuries ago after the construction and founding of Canterlot. A place to nurture and cultivate the talents and potential of all unicorns who were deemed to be gifted with magic. To educate and train the mages and wizards and enchantresses of tomorrow. For the Princess of the Sun, teaching was perhaps her deepest joy and noblest obligation. Certainly, to rule and lead and guide her little ponies was her duty and pledge, but there was something special about helping these little unicorns find the magic inside to become the best of themselves they could be.

She enjoyed walking the halls of her school, greeting her staff and students, encouraging everypony here to do their best, whether in their studies, their magical practices, or even their hobbies and whatever made them happy or brought them a sense of fulfillment or accomplishment. Speaking of...

"Twilight, my young student!" she called, seeing the little lavender filly, who froze mid-step and smiled to see her teacher coming her way. "Off to alchemy class?"

The 10 year-old filly gazed up in warm wonder of her teacher. Celestia stood taller than almost anypony the filly knew while she was so tiny compared to the princess, who knelt down into a pony-loaf position, where her legs were tucked underneath her, to be closer to Twilight's eye-level.

"Uh-huh, Professor Elixir is going to show us the alchemic process of turning a liquid into a solid," replied Twilight with excited eyes, "using water! I can't even imagine it, solid water that isn't ice?!"

"Well, I suppose I shouldn't keep you," Celestia chuckled, proud to see her new protégé was settling in well with her new classes. "But before you go, tell me, Twilight? How is Spike doing?"

"He's doing great," Twilight smiled happily, "Mom and Dad and Shining Armor love him almost as much as I do! Although Dad almost got his mane singed when Spike was getting fussy the other day."

Celestia nodded, glad to hear it. It still baffled her, how that egg hatched when it wasn't even supposed to, for Twilight's entrance exam, contrary to what she'd been told, had actually been a test to see how she handled failure. Then, there was that strange phenomenon that caused Twilight to experience a powerful magic surge.

Twilight... as well as her ward.

"Well, in any case, you'd better run along," Celestia leaned down to give her student a hug, with her large warm, and angelic wing which made the filly giggle.

"Okay, and we're still gonna have our private lesson today, right?"

"Of course we will," assured the princess before she gently nudged Twilight along. "Off you go."

"Okay, bye-bye, Princess!" Twilight scampered off to her next class, leaving Celestia beaming with motherly pride.

A pride that soon shadowed with concern. She hadn't seen her ward this morning at breakfast, having only found a note on his bedroom door that he'd already left for school and was going to have breakfast at the cafeteria. She hoped he was doing well, given what happened last month, and how it led to... a miracle.

Remembering a folder she was going to read, she made her way to her personal office.

Though it was her school, Celestia was not the headmistress. Her royal duties demanded too much of her time to devote herself entirely to the school itself. So she settled for being head of the school board, as well as a guest lecturer every now and then. Still, whenever she took an interest in some of the students, she devoted a weekly period to a private class of these select students, which now included Twilight Sparkle.

Entering her personal office however, Celestia found herself facing a rather random sight.

*Bounce-bounce-bounce-bounce...*

Bouncing up and down upon her desk, was a red bouncy ball. One of the balls for her school's gym class, no doubt. Strangely however, while it was in motion, given the bouncing up and down, it wasn't moving anywhere else. It maintained a steady pace of bouncing while remaining stationary upon her desk. For some reason, it made Celestia think of a metronome.

Having a feeling there was more to this ball than meets the eye, Celestia suddenly realized, It's April Foal's Day...

How could she have forgotten this specific holiday? Every year on April Foal's Day, it was a tradition for the students to play magical pranks on the staff. At first, it had been prohibited, but it didn't stop the pranks from happening. It only encouraged the students to get more creative with their pranks, using the magic they learned to pull them off, and some of them had in fact been most ingenious and creative.

There was the time one student enchanted the hallways to make rude and obnoxious flatulent noises whenever somepony stepped on the floors. The time an alchemy project flooded the west wing with soap bubbles that randomly entrapped students and faculty members in giant floating bubbles that just wouldn't pop for hours. And who could forget the Bloody Mare jump-scares in the filly restroom mirrors fifty four years ago?

Eventually, Celestia decided inform the students that while pranks were not outright prohibited, they were discouraged. But she made sure they got the idea to carry on the tradition as long as they didn't get caught, their pranks didn't cause anypony harm, or disrupted the school too extremely. April Foals Day was actually something Celestia looked forward to, because every now and then a student would pull off a prank with magic so inventive or advanced she had to include them into her private class.

She lit up her horn, casting a sensory spell and felt the magic that was clearly enchanting this ball. All she determined was a simple charm that kept an object from leaving its current position, except...

Except this ball is able to move, even if it's just bouncing up and down, she considered as she reached towards it, only for the ball to suddenly veer away from her hoof, to her confusion.

"What?!" It couldn't be, she'd sensed the charm was keeping the ball stationary... only now it was beginning to bounce everywhere in the office!

It bounced to an' fro, forward and back, side to side, and very quickly did things become a mess. Her framed portraits, shelved knickknacks, and the office supplies on her desktop, everything so very quickly became a mess! She yelped in alarm as the ball bounced her way, causing her to shield herself with her large angelic wings. The ball continued to bounce in chaotic disarray throughout the office, that Celestia furrowed her brows and concentrated her telekinetic aura to catch the ball.

She felt her aura enshroud the ball, only for a strange sensation in her head to break her concentration, preventing her telekinesis from stopping the ball.... whichthen began bouncing specifically onto her!

"Oh! Augh! Stop! Eek!" Celestia got bounced in the face, onto her withers, her rump, until she used her wings as shields yet again. That didn't stop the ball however, as it continued to assault her in its rubbery rage.
"Alright, that's enough!"

Celestia again focused, but this time she cast a generic counterspell to dispel whatever enchantment was driving this ball.

Big mistake.

To her disappointment-turned horror, the counterspell not only failed, but now the ball began to multiply! Every two or three bounces, it split into another ball, and every two or three more bounces those balls split into more balls! Very quickly, the balls began to flood her office, that Celestia cried out in alarm as she opened the door and ran out, only to flinch as she realized, "I didn't close it!"

To her growing anxiety, the balls began to flood out into the hallways, and there were already faculty members and older students walking by.

"Princess Celestia, what in Faust's name is going on here?!" exclaimed Top Marks, one of the school's best lecturers, wearing a sweater vest and tie, but no pants as he avoided the balls bouncing his way.

Celestia tried to explain, "I have no earthly idea, there was this ball-"

"I've got it!" one of the students walking by hurried forward and Celestia sensed the teenage mare casting a counterspell.

"NO!!!" Celestia tried to stop her, but it was too late.

The balls reacted to the student's counterspell just as the first had with Celestia's. The magic of the counterspell washed over them, but instead of stopping them, the balls multiplied even faster! They began to fill the hallways, spreading down both directions like a river of red rubber. The growing racket of rubbery bounces caused curious students and teachers to step out of their classrooms to see what was going on, and immediately shouts of alarm, confusion, and even excitement echoed throughout the halls.

"DON'T USE TELEKINESIS OR DISPELLING THEIR MAGIC!" Celestia shouted, "IT JUST MAKES IT WORSE!!"

Unfortunately there was too much chaos for everypony to hear her. Her patience running thin, Celestia furrowed her brows and concentrated her magic, speaking lowly, "This has gone far enough..."

Aiming towards soem balls where nopony would get caught in the blast, Celestia unleashed a spell meant to destroy out-of-control magical objects while leaving living creatures unharmed. It spread like a wave throughout the hall, but instead of destroying the balls, they all froze where they were when the spell hit them, even in mid-air. Everypony looked on in confused awe at the situation, which appeared as though time had just paused, and Celestia was confused that her spell hadn't destroyed all these balls... when one by one, the balls each began to vibrate.

As each abll gave off a vibration, a foreboding sense of dread filled the hall, and was felt by everypony, especially Celestia as those vibrating balls began to intensify!

"TAKE COVER!!!" she yelled as she cast a shield spell around herself and some nearby students while others dove into classrooms or hid behind any furniture or curtaisn they could find before...

*KABLOOSH/KABLAM/KASPLASH/KABLOOF...*

The balls all exploded but rather than cause wanton destruction, they each blew up into... all kinds of things! Some blew up into sticky drippy slime, some burst into stink hazes, some burst into confetti, some exploded into loud but harmless firecrackers, others turned into large bubbles that popped and coated anything around them with super-slippery fluid, and some went further than that.

As students and faculty members tried to avoid all these messes, more balls continued to explode. But some of them had a direct effect on anypony too close. A couple teachers got turned into an ostrich and a panda, a young colt suddenly grew so large he nearly blocked the whole hallway where he was, a teenage student's mane suddenly grew and writhed, making her look like the comic book villain Mane-iac, another teenage student cried out in alarm as his hooves started scuttling about as though he were dancing a jig and he couldn't stop himself, and even Twilight had been caught in the madness as Celestia saw her student now had a mane that looked like a clown's rainbow afro wig.

"Princess! What's going on?!" Twilight called to her teacher, looking afraid.

Celestia had no answers, no idea what to do, and it appeared that even though the balls were exploding, some were still multiplying and some kind of chain reaction continued these explosions with random magical effects. This had grown beyond all control, leaving her no choice, "EVACUATE THE SCHOOL!!!"

Thankfully, the school was prepared for an emergency evacuation via a mass-teleportation to transport everypony outside to the front of the school though not everypony had escaped being altered or changed some way. Celestia even found her counterspell unable to undo the magical changes wrought upon these ponies, and from the street, everypony could only watch as even from outside they heard the balls continue to multiply, spread throughout the school, and explode with random magical effects.

Strangely though, none of the balls seemed to leave the school interior, so that was a blessing in disguise. Still, Celestia knew all that unbridled chaos inside inside her school was going to make mess after mess, and who knew how long it would take to clean it up or dispel all these magical effects on everypony?!

All day and into the night, the madness inside continued. Faculty members and even Royal Guards volunteered to go inside to restore order and put a stop to this insanity, but Celestia declined, citing her own magic had been unable to undo the pandemonium, and any magical interference might make this worse or perhaps unleash these magic balls out onto Canterlot itself. She'd sent the students home, telling them that school was closed until further notice. While some of the students were elated, others were afraid and unhappy, especially the students who'd been magically altered and nopony had been able to restore them to normal.

They were all given escorts home while Celestia, her staff, and her guards tried to determine a solution, even into the late hours.

Then, however, the noises and magical explosions inside the school... it all just stopped.

The following silence was thick with suspense, everypony on the alert in case there was yet still some magical mayhem lying in wait... but as Celestia led them inside to investigate, nothing happened. The inside of the school however... was a disaster's area. Slime, lingering fogs that smelled like farts, slippery fluid, confetti, fake webs like one would use for Nightmare Night, streamers, balloons, messes everywhere! There were no more balls however, which was a relief to Celestia, when a thought crossed her mind and she asked, "Could somepony tell me what time it is? Is it still April Foal's Day?"

"Uh... no, Your Highness," answered a guard. "As a matter of fact, I think this whole entire fiasco ended with April Foal's Day. It's just after midnight."

Celestia narrowed her eyes in incensed fury as she began to suspect who was behind this...

In his room, a little colt was laughing his head off. Every so often he paused between laughs to catch his breath but then almost instantly he'd remember the results of his, get the giggles, which would suddenly grow into gasping belly-laughs. It had exceeded all his expectations, he wasn't even entirely sure if it would have worked, but he never thought it would go so far as to force everypony out of the school for the rest of April Foal's Day!

Finally, he calmed down, his sides aching from laughing for so long and so hard, and as he panted and laid on his bed, he couldn't help but brag to himself, "Midnight Blaze, you are a capitol G genius!"

"And why is that, exactly?"

"YOW!" Midnight twisted around on his bed, getting tangled in his covered to the point that he fell off in a lame 'ow', before he wriggled free... and found himself looking at a very familiar pair of hoofboots, and slowly gazed up to see the displeased look on his guardian's face towering above him with a raised brow.
"Uh... Princess! Wh-wh-what brings you by so late at night?"

Princess Celestia regarded her ward, a 12 year-old unicorn colt with a sapphire blue coat, black mane with a dark blue highlight, turquoise eyes, and his cutie-mark was a pale white-blue crescent moon facing upwards, surrounding a five point star that was surrounded by five white twinkles.

A cutie-mark he'd earned not longer after Twilight had earned her own.

"Well, you are my ward, after all," Celestia played it cool, like nothing was wrong, "and considering I didn't see coat nor mane of you all day, I felt it was my parental duty to check up on you, see that you're well."

Freeing himself of his blanket and hopping back into bed, Midnight sat down, looking a little fidgety, as he cleared his throat, and said, "I'm fine! I... Well, I, uh, had a... a new spell I wanted to practice! Yeah, and I wanted to try it out before my first class and..."

He noticed the look on Celestia's face that warned him that he was just digging himself deeper, "...and you're not buying this, are you?"

"How did you do it?" Celestia responded flatly.

"How did I do what?" retorted Midnight, looking shifty-eyed.

"Don't play around with me, young stallion," warned Celestia, an edge in her voice, "I know that you're responsible for what happened at the school today!"

"I didn't do anything," Midnight crossed his forelegs, "I was just practicing a new spell. Nothing to do with balls or weird magical explosio- !!"

Midnight flinched as he quickly covered his mouth and looked at Celestia from the corners of his eyes, seeing her narrow her ow.

"I didn't mention balls or explosions..." she deadpanned.

"Well, I.... I was there, but I saw what was happening!" Midnight reasoned, "I saw all those balls multiplying, making weird magic-"

"I already checked with your teachers, Midnight," Celestia cut him off, "You didn't attend any of your classes prior to the incident."

For a long moment, Midnight said nothing, knowing it wasn't helping his case. But it appeared there was no point arguing it anymore.
"Fine... you caught me."

"Why?" Celestia demanded.

"It's a little late to say this, but April Foals," Midnight shrugged with a smug look.

"Do you realize the damages you've caused? The harm you could've caused with because of this little plot?!" Celestia demanded, only for Midnight to stifle a giggle and fail miserably. "This is amusing to you?!"

"N-no, not tha-ha-hat!" Midnight laughed before explained, "You-you-hoo-hoo said... plot!"

Celestia glared at her ward, angered by his childish behavior, "The ponies who were affected by this?! Even with our best mages and cleanup crew, it's going to take days, maybe even weeks, to clean up the school!

"The students and teachers will be unable to study and work, everypony will get behind in their studies, and this is just a prank to you?!"

"I thought you liked pranks!" Midnight scoffed, "You've always liked it when a student did an amazing prank on April Foals!"

"When the prank doesn't make a mess, cause damage, or scare or disrupt the students and the faculty!" clarified Celestia, "Parents are going to file complaint after complaint demanding who was responsible and for somepony to be held accountable!"

"So what?!" Midnight threw up his hooves, sounding angry too. "You're the big, important princess! You can do whatever you want and nopony can stop you!"

"We're not talking about me, young stallion, this is about you," Celestia responded.

"Sure, sure, it's about me," Midnight huffed, "Wow! Can't remember the last time it was about me!"

"What you did could have hurt ponies, Midnight!" scolded Celestia. "I don't know what you did to do all of this, but that kind of magic, used so irresponsibly-"

"That kind of magic is what you constantly tell me to work towards!" yelled Midnight, sounding upset, "Everyday, you tell me to do my best, work hard, study! That's all I ever hear from you!"

"Enough!!" Celestia snapped and the two glared into each other's eyes, neither backing down, until Celestia exhaled. "You are confined to your room and tomorrow, you are going to help clean up the mess you made. Until the school can open its doors again for the students and staff... you're grounded."

She turned to leave when Midnight snapped, "I wish somepony else took me in from the orphanage!"

She paused, feeling her heart hurt from those words... but she didn't look back, and closed the door behind her, leaving Midnight to stew as a tear ran down his face.

The swig of her favorite nectar was delicious as always, but as much as she wished for a little buzz to dull her stress away, Celestia knew she had to get her house in order. Sitting in her private study, she couldn't imagine why Midnight would make a prank that would go this far. Granted nopony had gotten seriously hurt apart from some minor bruises from everypony panicking somewhat during the whole fiasco, there weren't any real injuries to concerned about.

The door opened and she sighed, "I asked that I not be disturbed."

"Well, considering the strong smell of nectar, I say a possibly miserable pony could do with some company."

She turned her chair around and saw it was her niece, Cadance, and nephew, Blueblood. Cadance, like her aunt, was an alicorn pony, but they weren't actually related. The pastel pink alicorn filly was once a pegasus, until she stopped a witch from using an evil magic that would have warped and twisted love into something monstrous, and earned her horn as a princess.

Blueblood on the other hoof was her many-many times great grandnephew, and a unicorn.

"Auntie, are you okay?" Cadance asked as she and her adoptive brother approached their aunt, both of them concerned.
"We heard what happened at your school," Blueblood brought up, "did you find the one behind it?"

"i did," Celestia sighed, "and your little brother has left me with quite a headache."

"Wait... Midnight?!"Blueblood and Cadance shared a look of disbelief before looking at Celestia again, "You're pulling our tails..."

"He confessed," Celestia raised her glass to take another sip, only for Cadance to take it out of her telekinetic grasp, Celestia heaving with annoyance but didn't protest.
"And while I was scolding him, I matched his mystical signature to the magic involved in the prank. Midnight did it."

"Why?" Cadance was so bewildered, "He's such a nice young colt, quiet and keeps to himself maybe, but-"

"I don't know, he was being so-so... childish!" Celestia griped as she held her head up with her hoof, her foreleg resting on the armrest of her chair.

"Auntie... he is a child," Blueblood pointed out.
"And I think you've forgotten that," added Cadance, "Ever since he was seven, you've pushed him to study and learn, hardly given him time to just be a foal, to enjoy his childhood."
"Which, I'll attest to, is not a fun way to grow up," agreed Blueblood. "I understand what's expected of me, but you are grooming me to be a Prince of Canterlot. What exactly are you grooming Midnight to be other than a skilled and learned mage?"

Celestia raised her hoof and opened her mouth to answer... only to exhale, as realization washed over her. What was she preparing Midnight for? Other than to be prepared for his future, she didn't really know. In retrospect, that was a rather glaring hole in her plans for Midnight, except she didn't truly have plans for Midnight!

She could recall the day the matron of the local orphanage had sent word to her court, about a unicorn toddler in her care displaying magic far too advanced and frequently for it to be occasional magic surges like baby unicorns tend to have. Celestia made it a point not to visit orphanages too much, because it always broke her heart to see her littlest ponies without families of their own to love them and raise them, and if she didn't guard her heart she'd wind up emptying the orphanages and taking all these little ones in.

But the matron had been insistent on this matter, so Celestia had gone to see this little foal with her own eyes.

What she had seen was a bright and bubbly foal, who was able to use telekinesis, teleportation, and instead of merely illuminating his horn he conjured little orbs of soft glowing light, similar to the moon. And he'd been well past the age for it to have been occasional magic surges for infant unicorns. In this little colt, Celestia had seen potential, and the way those big turquoise eyes first looked into hers, that sweet and innocent smile... He'd melted her heart and adopted him straight away.

But royal duties didn't wait for anything, and though Celestia had tried to make time with her ward in the first few years she'd brought him home, she became more and more adamant in his education and enrolled him into her magic school once he was old enough.

Slumping into her chair, in a rather un-princessly way, Celestia let out a sputtering exhale and conceded, "You have a point..."

"Aunt Celestia, what exactly did Midnight do?" asked Cadance. "All Bluey and I heard about it was that it involved... bouncy balls?"

The mere mention of those rampaging rubbery riffraff made Celestia shudder before she explained the entire incident, starting from the first ball she found in her office, to how the tsunami of multiplying balls burst and exploded with a myriad of magical effects, and ended with all the balls vanishing at the midnight hour, and the effects they'd had on the students and faculty dispelling as well.

"...it was the fact that the incident ended at midnight is what first led me to suspect Midnight himself," she wrapped it up.

She noticed the looks of awe on her niece and nephew's faces as they shared said look and Blueblood uttered, "That... sounds... like a work of art!"

"A work of art?!" echoed Celestia, sitting up, "That whole prank made a mess of the entire school that I had to shut it down until further notice!"

"Well, what Blue means, Aunt Celestia," Cadance spoke up, "isn't the prank itself, but the magic behind it!"

"What do you mean?" Celestia put her hooves on her flanks, an expectant look in her eyes.

"Well, consider it all, Auntie," Blueblood noted, "the ball avoided physical contact, you couldn't catch it with your telekinesis, it began to multiply in response to your attempt to dispel the magic used to ensorcell it, and when you tried to destroy them, the balls reacted with explosions that yielded all sorts of magical effects!"

"I've never heard of such elaborate enchantments!" Cadance added.

Hearing their words, Celestia slowly began to realize that they were right! In retrospect, Midnight's prank, the magic involved, such elaborate enchantments... it was a masterpiece! Short of resorting to her alicorn magic, even she had been unable to dispel the prank and prevent the whole thing from happening.

A work of such enchantment that could defy even me... Celestia thought before she sighed and said aloud, "I suppose I've been too hard on him, haven't given him what he truly needs..."

Cadance and Blueblood shared a concerned look before they each stepped up to their aunt's sides and nuzzled up to her, and she spread her wings to hold them close, grateful for their comfort. Before long, she cleared her throat and stood up from her chair, "I have to go talk to him."

"Maybe you should wait until morning, Aunt Celestia," suggested Cadance.
"Yes, Midnight may still be... well, not in a talkative mood," agreed Blueblood.

"...Maybe you're right," Celestia nodded, "but at the very least, I would like to check on him."

Approaching her ward's bedroom door, Celestia felt so conflicted. On one hoof, she hoped midnight was still awake, to have the excuse to talk to him despite what had recently transpired between them. On the other... Taking a deep breath, she softly knocked on his door, gently calling, "Midnight? Are you still awake, dear?"

...

Perhaps he did go to sleep, she thought, but she still wished to check on him.

Very carefully, she magic'd the door open, seeing it was dim, a ray of moonlight from the almost-closed curtains providing only the barest illumination. She flicked the lightswitch, expecting to see her ward lying in bed... only to find it empty!

"Midnight...?!" she uttered in alarm, when her eyes noticed a folded piece of paper set on the pillow.

She levitated it up to her eyes, unfolded the paper, and what she saw immediately broke her heart. There were dots that looked like they might have come from... tears, and only one word, written big and large and capitalized and underlined.

GOODBYE

Realizing what this meant, Celestia looked around the room, and realized some things were missing! Midnight's saddlebags, his books, his cloak, and even his Jar of Bits he used to save his allowance!

"No...!" She hurried out into the halls, crying out, "GUARDS!! EMERGENCY!!!"

The guards scurried in slight alarm to answer their princess's call, and once all nearby guards stood before her, Celestia explained, "My ward, Midnight Blaze, is missing! I believe he's run away! Lock down the castle, search everywhere! I want him brought to me safe and sound."

"Yes, Princess!" The guards all saluted and hurried off to find the missing colt.

Left alone, Celestia finally allowed the tears to flow. She looked at the note again, that one word stabbing into her heart, those tear stains filling her with shame. She collapsed onto the floor as she began to cry, "What have I done? What. Have I. Done...?"

Chapter 1. 10 Years Later...

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"Gooood morning, PONYVILLLLLLLLLLLLEEE!!!!" declared Rainbow Dash as she flew across her hometown, bright and early to clear away some small errant clouds to give everypony a clear and happy morning!

She flew past the Library Tree, startling Owlowiscious awake, who gave a curt "Hoo..." in response before he found himself enjoying the warm morning light. Shrugging his wings, he flew over to sleeping Twilight and gently pecked at her horn, not hurting her, merely to rouse her awake.

"Stop..." Twilight moaned as she turned over, only for Owlowiscious to flap over and then reach with his wing to tickle his owner's nose. It made her giggle before she started, "Ah... Ah! ACHOO!"

"HOO!" Owlowiscious flapped back up onto his perch while Twilight sat up in bed and stretched out any bed kinks.

"Good morning, Owlowiscious...!" Twilight gasped and looked to her window and smiled, "It's morning!"

The morning of a new day, a fresh start. The morning after one of her biggest mistakes. In retrospect, Twilight felt like such a fool, to have gone to such lengths to make a friendship report over the assumption that she was supposed to have learned something new about friendship every single week and send a report about it to her teacher, Princess Celestia. Looking back, she remembered the Sun Princess had tasked her with learning Friendship but never actually said she was to report her findings and experiences every single week!

It was my own assumption and... Twilight sighed before she sat before her vanity, making sure not to wake Spike, who still snoozed in his basket. She brushed her mane and coat, added just a spritz of her favorite perfume, Essence of Lavender, and got her game face on.
"But today is a new day!"

Magicking over her agenda, she let the positive energy fill her up as she felt a song coming on!

Alright, Twilight, what's on the schedule today?
Breakfast, shopping, and then lunch at that new café
Practice a spell, this is looking real swell, and woah!
Girl it couldn't be better!

"Mm, hey Twilight," Spike woke up, rubbing his eyes but smiled at his adoptive sister, "You're in a good mood."

"Morning, Spike," Twilight was musing on what else to add to the schedule, "And yes, I am! I just have a really good feeling about today!"

"As opposed to yesterday...?" Spike gave Twilight a cheeky look as he got up to get ready for the day as well.

"I know, not one of my shining moments," Twilight gave a sheepish grin while she made some buttered and cinnamon toast, "But today... I just can't help but feel that it's going to be wonderful!"

Shake the sleep off, and kick into the morning drill
(Twilight pulled on her saddlebags, grabbed some money, and levitated Spike onto her back)
It's another happy day here in Ponyville!
(She stepped out the door, breathing in the morning air)
No need to fear, time to spread the good cheer, and woah!
Things just couldn't be better!

Twilight trotted out merry and happy, smiling to passerby, Spike waving, as they enjoyed their toast on the go.

Call it hope or faith, whatever!
I just know in my heart, that today will be one to remember...!
(Twilight ran out into Ponyville Square)

`Cause there's Celestia's sun in the morning sky
And the mood couldn't be any brighter
And there goes Rainbow Dash a'rocketing by
(Rainbow Dash soared o'er Ponyville Square before landing beside Twilight and Spike)
And Pinkie can't smile any wider!
(Pinkie Pie popped outfrom behind the fountain statue, grinning from ear to ear as she and Rainbow joined in on the song)

It's like a funhouse ride that you just can't miss
Call it crazy and yet, is there anything better than this?
Life just couldn't be better than this!

"Hey, Twi! What's all the singing about?" asked Rainbow Dash with a laugh.

"Hi girls, I'm just feeling so good," Twilight smiled as Spike hopped off her back.
"Twilight's just feeling like today's gonna be a good one," the little dragon explained.
"And with this little schedule, that's a guarantee," Twilight nodded, only for Rainbow Dash to snatch it from her telekinetic grasp. "Hey!"

"Twi, if you wanna have a great day, then don't plan it!" Rainbow Dash tossed the schedule into a nearby public trashcan.
"Dashie's right, Twi," Pinkie threw her arm around Twilight's withers while holding her other one out, "Just go with the flow, see where the day takes you!"

"But... my schedule!" Twilight whined a little.

Twi, forget that! We'll tell you what today will bring!
First a shindig, then a bash, then more partying!
Wrap it up with a Rainboom high above (oh-woah-oh)
Yeah, you know it couldn't be better!
(Rainbow Dash flew off while Pinkie hopped around, saying hi to everypony)

"Howdy, Twilight!" Twilight and Spike turned towards the marketplace where they saw the Apple Siblings pony-ing their apple stand as Applejack held out some kind of treat, "Got somthin' here fer y'all to try!"

"Hi Applejack!" Spike said as he and Twilight approached AJ's stand.

"It's Granny Smith's latest recipe for apple pie!" Applejack cut a piece each for Twilight and Spike, the little dragon going 'Yum!' as Applejack continued, "Have a bite, got more fer th' kids' delight! Bloom?"

Applejack tossed a piece to Apple Bloom who chomped it down with one gulp, as she declared, "It just couldn't taste better!" "Eeyup!"

I can't help but feel something's coming
(Twilight shared an excited smile with Spike)

But until it arrives might as well get this party humming! (Yee-haw!)
(Pinkie Pie started zipping around, decorating town square while Applejack and her siblings helped prepare a buffet table)

Yes, it's an earth pony, pegasus, unicorn town
But the folks couldn't be any sweeter (Sweeter!)
(Twilight and Spike helped Fluttershy as she was leading some ducklings across the way)
So call it upside, backwards, or wrong-side down
But it just couldn't feel more completer
(The locals gathered around Twilight as the rest of her friends joined her)

There's so much to do
And it's all such bliss
There's no reason to fret
What could ever be better than this?
No, it couldn't get better than-

"OhHhWHOAoAOaOaAoOooo...!!!"

Everypony flinched and froze in place as they took notice of Pinkie Pie's whole body going into an involuntary shudder.

"Pinkie are you okay?" Twilight kept her distance from the party pony before daring to ask, "Is it...?"

"Oh yeah! It's a DoOOooOooOoooOOOOzy!" Pinkie shuddered again, "Something totally unexpected is about to happen right here in Ponyville!"

Meanwhile, a lone hooded figure was walking towards the eastern edge of Ponyville. A horn poking through the brim of his hood showed he was a unicorn, his cloak, black as a shadow, dragged along the ground, a pair of worn saddlebags hung from his sides, and he sighed in relief to see cvilization after spending the last few weeks on the road.

"So this is Ponyville," he sighed as he ambled in, passing the modest-looking abodes, and shrugged, "Homey-looking."

He didn't see many ponies out and about, which wasn't that surprising given it was still the morning hours. Just past nine, he confirmed after seeing a clock tower. The further in he went, he saw more ponies going about their business, and decided to ask a local, approaching a brown earth pony with an hourglass cutie-mark.
"Excuse me, sir?"

"Hmm? Oh, good morning," the earth pony repleid with a friendly smile. "Don't seem to know you, though you are wearing a hood. You new in town, by any chance?"

"As a matter of fact, I am," the hooded pony nodded, "I just got into town and... Could you direct me to the nearest inn, hotel, bed n' breakfast?"

"Ah, you'll want the Nesting Pegasus," the earth pony pointed down the way, "Just carry on until you reach Stirrup Street, and then take a left. The inn will be straight ahead."

"Thank you, sir," the hooded pony nodded before proceeding along-

"You're welcome, Midnight."

!!!

The hooded pony almost tripped over his own hooves and whirled around, "How do you know- ?!?!"

The earth pony was gone!

He cast a sensor spell to determine where that earth pony went... only to feel nothing! No traces of tracks, no traces of translocation, not even body-warmth to indicate if he'd just turned invisible. Narrowing his eyes within the shadow of his hood, he sighed and thought, Not the weirdest thing I've ever encountered...

But it was certainly now in the Top Ten. He shrugged it off and took the pony's directions. Finding the Nesting Pegasus turned out to be as easy as it had sounded, and upon entering, he saw a counter with a middle-aged earth pony stallion reading a newspaper. The bell on the door rang as the stranger had entered, and the pony put his paper down and chuckled before saying, "Welcome to the Nesting Pegasus. Need a room?"

The hooded pony nodded and approached before levitating out a small baggy that obviously contained something. The clerk took the baggy and emptied it... to find a pristine looking gemstone! He marveled at it before gazing up at the hooded pony, who spoke softly, "I'll need a room for at least a month."

"Uh, I'll have my daughter prepare our best!" the clerk smiled, a tad excited by this small fortune that had basically dropped into his lap.

"No need, a simple room with a bathroom and closet will do, and for the record..." the hooded pony assured before leaning forward, "I like my privacy."

"Whatever you want, good sir!" the clerk assured as he turned to the wall behind him where hung the room keys. He quickly spied one for a room that met the customer's request, took it from the hook, and held it out to him.
"Room 1-13, down that way, at the end of the hall."

"Thank you," the hooded pony accepted the key and turned to head for his room.

"Um, sir? Is there anything else I can get for you?" asked the clerk.

"I've had a long journey," the hooded pony responded, "and I'd really just enjoy a nap."

"Okay, well, uh..." the clerk remembered, "There's an intercom on the bedside drawer, in case you need something later."

"Thank you," the hooded pony nodded before carrying on.

He reached the room, turned the key, and went in. It was cozy-looking, simple. One window, with the curtains drawn, which he quickly closed to stave off that annoying sunlight. A bed for two, soft coverings, the bedside drawer had the mentioned intercom, along with a lamp, there was a closet and beside it the door to the bathroom. He slid off his saddlebags, set them at the bedside, cast a ward on the door so he wouldn't be disturbed, and undid the clasp of his cloak, allowing it all to fall away.

He was a tall unicorn stallion, his body notably muscular from years of traveling on hoof, his coat a sapphire blue, a black mane with a dark blue highlight, his cutie-mark a pale bluish-white crescent moon facing upwards with its crux enclosing around a five point star surrounded by five white twinkles, and his tired eyes were the color of turquoise. There was a scar on his left wither, he had some unruly sideburns, having not shaved for a while, and strangely he had a long leonine tail ending with a tuft of black black hair with the same dark blue highlight as his mane.

He sighed as he collapsed onto bed, and just let himself drift away.

"Mmm, this is good," Spike enjoyed the sandwich he'd ordered as he and the rest of the girls enjoyed a nice lunch at the new café that had recently opened, "So what's going on with the rest of you?"

"Well, applebuckin' season's comin' up," Applejack replied before taking a swig of her drink, "an' Nightmare Night ain't far off either."

"And some of my critters and birds are already preparing for the winter coming after fall is over," added Fluttershy.

"Say AJ, you up for another Iron Pony competition, followed by the Running of the Leaves?" challenged Rainbow Dash.

"Darlings, must we discuss competition during our lunch hour?" Rarity piped in, "I'd really rather not hear the two of you get into it yet again."

"And besides, didn't-" Twilight tried to say, only for Pinkie to interrupt with another uncontrollable bout of shuddering, causing Twilight to sigh and wait till Pinkie settled. "How much longer are you gonna keep doing that?"

"I told you, everypony," Pinkie answered, "there's a doozy coming and- GASP!!!"

Pinkie Pie gaped in utter shock down the way, and everypony followed her line of sight and saw she was looking at a unicorn pony garbed in a hooded cloak, who seemed to flinch at their taking notice of him. Immediately, he turned around and began to walk away, only for Pinkie Pie to pop up in front of him, making him whinny in alarm.
"Hi there, stranger! You new in town? I can tell, because I know everypony - And I mean everypony - in Ponyville!"

"Excuse me," the hooded pony tried to step past Pinkie, only for her to bar his way.

"What's your name? Where you from? What do you do for a living? Why are you wearing that big heavy cloak on such a warm day?"

"Leave me alone..." the hooded pony responded with a slight edge in his voice as he shouldered his way past Pinkie. But the party pony was following him.

"Oh I'm sorry, are you busy today? Well, how about I help you? That way you'll be finished sooner so you'll have more time to hang out with me and I'll introduce you to my friends, and we can spend all day having fun and getting to know each other, we can take turns doing what each of us wants- We can start with what you want, of course-"

"Good! Because I want for you to take a hike!" the hooded pony snapped.

"Ooh! A hike?! Are you an outdoorspony? `Cuz a hike sounds like fun! I dunno if Rarity will be up for it, she's more of an indoor pony, but I betcha the others would be interested!"

"Not interested..."

"Come on, it'll be fun!"

"No."

"Not even for a cupcake?"

"I'm warning you...!" the hooded pony lit up his horn, preparing a spell.

"Aw c'mon, don't be a party-pooper!" Pinkie was talented in so many ways, but alas she was so very poor in taking a hint. She reached to the hooded pony to grab his withers-

*ZAP/"OW!"*

The moment her hoof had touched the hooded pony's cloak, Pinkie had felt a sudden and sharp sting, like whenever she got too fluffy after rubbing her hooves all over the carpet.

"HEY! What'd ya do to Pinkie Pie, you jerk!"

The hooded pony let out a frustrated sigh and was about to turn around and face whoever this next annoyance was-

*TACKLE/"OOF!"*

Rainbow Dash had zoomed straight into the hooded pony, tackling him to the ground and pinned him, "I think you owe my friend an apology!"

"Get the hell off me, you multicolored maniac!" the hooded pony snapped as he made Rainbow Dash fly off of him with a thought, thought she righted herself mid-air.

"Rainbow Dash!" Twilight hurried over, giving her friend an admonishing look, "I think that's quite enough."

"What?! He hurt Pinkie, Twilight! I heard her!" Rainbow Dash protested while pointing at the hooded pony, who was looking nervously at Twilight.

"I only wanted to invite him to have fun with us," Pinkie twiddled her hooves.

"Well, either way, girls, I think he just wants to be left alone," Twilight then approached the hooded pony, who shied away, no longer looking at her directly.
"I apologize for the behavior of my friends."

"Uh- No need..." the hooded pony gulped, "I did go a little too far using a Static Cloaking Ward-"

"WhOaOoAaAoOOaOaAooOHH!!" Pinkie went into yet another shuddery fit, and accidentally bumped into the hooded pony, causing them both to topple over... revealing the hooded pony's cutie-mark!

Twilight gasped upon seeing it before looking at the hooded pony as he sat up, shaking his head in a daze when he heard, "Midnight...?"

He flinched and grimaced under his hood, and the long awkward silence afterwards...

...

"Can we move this along?! Twilight, you know this guy?" asked Rainbow Dash.

Finally, the hooded pony slowly and nervously turned to see Twilight looking at him with incredulous awe. He did nothing as she stepped over and reached up to lower his hood, and her eyes widened once it fell away to reveal a face she had not seen in so many years looking back at her with distant fear.

"...Hi, Twily..." he finally managed to utter.

Chapter 2. Lunch and Secrets

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"So Twilight, you know this gentlecolt?" asked Rarity.

After the awkward and somewhat tense moment had passed, Twilight had invited Midnight to have lunch with her and her friends. He'd almost declined, but the hopeful look on her face had tugged at a heartstring that hadn't been tugged for a long time, so he caved but was a little uncomfortable sitting with Twilight and her friends. She wouldn't even let him raise his hood back up.

"I do, everypony," Twilight gave Midnight a friendly nudge with her shoulder, "This is Midnight Blaze, my old classmate and friend."

"WHAT?!" the others all gaped at Twilight and Midnight, making the latter shrink back a bit at their reaction.

But it was Pinkie who started shuddering again, her shudders vibrating her away from the table before squashing and stretching and popping and deflating before she finally settled down, thought a moment, and gasped, "THAT'S it! That's the doozy!"

"What is?" asked Twilight.

The others somehow got the idea and nodded in agreement, "Ah think Pinkie means that yer old classmate's also yer friend, sugarcube."

"Yeah! I totally wasn't expecting that!" Pinkie Pie hopped back onto her seat as she leaned forward, looking at Midnight. "So tell us about yourself, Midnight! Like, what's your favorite ice cream flavor? Or-or your favorite color or time of day! Whattya do for a living? Or-"

Applejack stuffed an apple into Pinkie's mouth to stop it from running a million miles an hour and said, "Pink? Cool it, Ah think yer disturbin' th' poor guy."

Indeed, Midnight was looking at Pinkie Pie like she had a second head. Rarity nodded, "Oh, don't worry, dear. That's just the way Pinkie Pie is, no point trying to understand it."

"It's true," Twilight agreed with a smile before she hesitated and asked, "So, Midnight? Where have you been all these years? What happened to you?"

"...I've been traveling," Midnight answered, taking a deep breath, "After I left Canterlot, I had no plans. All I had were my saddlebags, magic books, my cloak, and the bits I'd saved from my allowance. I hopped the first train out of Canterlot and never looked back."

"That sounds lonely," commented Fluttershy sympathetically.

"I preferred it that way," Midnight shrugged like it was no big deal. "The first few months were hard. The train I boarded took me to Fillydelphia. Believe me, if it weren't for my magic, I never would have made it out in the world. I avoided police and adult ponies as much as I could, didn't want someone to question me or find out I was a runaway. Thankfully, I managed to find work as an errand-colt for a shopkeeper.

"I delivered messages and stuff for him, he paid me and didn't ask questions about my past. He even gave me bits for doing chores around his shop. After working for him a couple of months, I thought I could trust him, but then one day he brought a police pony to question me. I bewitched them both to forget me and ran again.

"I studied my magic books to learn more spells and... I didn't want to work for someone anymore, I felt like they'd betray my confidence like the shopkeeper did. So... I stole."

"Oh my," Rarity tut-tutted.
"So you're not just a jerk, you're a thief too!" Rainbow sniped.
"Stealing's not very nice, Midnight," Pinkie added.

"When you're twelve years old and can rely on nopony but yourself, your options are limited..." Midnight glared reproachfully at the three of them.

"Er- Midnight, relax, nopony's judging you," Twilight assured with a forced smile before encouraging him, "Go on with your story."

Midnight gave those three another look before continuing, "I stole. Mostly it was food and water, but I won't deny a few times I stole things like more magic books to learn more magic, among other things... I didn't like stealing, so I decided I needed to find a way to earn money that didn't require working for someone else. I saw street-performers earn money, but that meant drawing unwanted attention to myself, but then one day I met a peddler.

"She sold hoofmade trinkets and baubles, and it got me thinking... Maybe I could do something like that! I studied my books more carefully, and before long I came up with the idea of crafting magical wares! I took stones, flowers, secondhoof stuff, and I enchanted them with spells for luck, safety, healing, and pretty soon I tried my first sale. I wore my cloak and cast a minor distractor spell upon it so nopony would pay attention to me, but I also cast an attractor spell on my wares so ponies would notice them instead!

"To my surprise, I sold out all my wares in just one day. I used my bits to buy more secondhoof stuff and started making more wares to sell. I even bought an alchemy kit to make simple potions. Before long, my business was helping bring in enough bits to live a little more comfortably. With more bits, I could afford to buy better materials for my wares, and even started doing business with magic shops. Pretty soon, I made better wares that I could sell for more money, and I decided to take my business on the road."

"So you became a traveling merchant," Twilight nodded with interest, "I'd like to see some of your wares, if that's okay with you."

"Uh, yeah, Twily, I'd... I'd like that," Midnight said shyly, looking at Twilight.

It'd been so many years since he'd seen her, but he couldn't help but think, She's become so beautiful...

The way he was looking at Twilight didn't escape Rarity, who smirked before asking, "So darlings, how did the two of you meet? You said you were classmates, yes?"

"Oh that's kind of, uh..." Twilight remembered that meeting, "Well, it was after I got my cutie-mark. You know how I had my magic surge shortly after Rainbow Dash's first Sonic Rainboom?"

"Wait, what?!" Midnight gaped at Twilight and then Rainbow, "That big boom in the sky was you?!"

"Heh, I know, pretty awesome, huh?" Rainbow Dash leaned back in her chair while polishing her hoof onto her chest before looking at it.

"Yes, Rainbow Dash, it was awesome... the first ten thousand times," Twilight retorted dryly, making Rainbow Dash's ego deflate a bit, causing everypony to have a little laugh at her expense. Even Midnight couldn't help but chuckle a little.
"Well anyway, apparently, Midnight had a magic surge too, but unlike me, his magic didn't burst out of control."

All eyes turned to Midnight who nodded, not fond of that memory, "My magic surged, but... it wouldn't come out. For some reason, it was all trapped inside of me, I couldn't even will for it to come out. I went into shock and woke up in the castle infirmary. The doctors determined I was in a magically agitated state, and though they kept me stable I was in constant pain for days!"

"Oh that sounds awful!" Fluttershy couldn't even imagine what that must have felt like. "But... you got better, right?"

"I did, but the way I got better might surprise you," Midnight gave them a slightly cocky look "During the days I was stuck this way, Twilight visited me, and that was how we first met, though I wish it had been under better circumstances."

"After Princess Celestia took me on as her pupil, she caught wind of Midnight's condition and took me to see him," Twilight added, "I felt so bad for him that I promised to visit him every day he was sick."

"And I'm so glad you did," Midnight smiled warmly at Twilight. "You made those days bearable, and if you hadn't brought magic books to read to me, I wouldn't have gotten the idea of how to fix myself."

"Wha' happened?" asked Applejack.

"So nearly a week passed, and I wasn't getting any better," Midnight went on, "but during that time, I always noticed I didn't hurt as much at night than I did during the day. So I got to thinking, and recalled something from one of the books Twilight read to me, and I came up with a crazy idea!

"I had no idea if it would work, but the doctors didn't know what to do with me. They'd tried siphoning away my excess magic, neutralizing some of it, nothing they did worked. So I came up with a way to use up my extra magic. I asked Twilight for a certain book, studied what I was looking for from front to back, and then a week after the magic surge first happened, I finally took action. I waited until it was almost sunset, and snuck out of the infirmary. I made my way to the highest room of the tallest tower, and waited for Princess Celestia to lower the sun, and that's when I did it."

"What'd ya do, what'd ya do?!" Pinkie bounced in her seat with excitement, and Midnight could see everypony else leaning inwards with anticipation.

"Believe it or not, ladies, I did what no single pony except for Princess Celestia and Princess Luna and supposedly Star Swirl the Bearded had done," Midnight declared, "I raised the moon!"

"No way!" Rainbow Dash scoffed, "Even I know it took five unicorn wizards plus Star Swirl to raise the sun everyday before the princesses started doing it."
"Not to mention those unicorns who raised the sun lost their magic forever," added Spike.

"It's true, everypony," Twilight threw a foreleg around Midnight's shoulders, causing him to blush, "Princess Celestia confirmed it herself!"

"To be honest, I wasn't even sure if it was going to work, but it did," Midnight added, "Somehow, I was able to channel all my excess magic to raise the moon, although it did use up almost all the magic I had that night, that I fainted. When I woke up, Princess Celestia told me all my excess magic was gone, and I felt better than I had in a week. It was even better after Princess Celestia pointed out... this!"

Midnight raised his cloak and showed off his flank for them to see his cutie-mark, "I earned this cutie-mark representing my magical talent and potential and the feat that I accomplished. But Princess Celestia said we had to keep my accomplishment a secret."

"How come?" asked Spike.

"Because if word got out that a colt had raised the moon, the wrong ears might hear of it," Midnight replied, "and Princess Celestia was afraid I might be targeted. So, she made me a part of her private class."

"It was a class she had once a week for students she hoof-picked," Twilight added, "Me and Midnight were both in it, along with several other unicorn foals. But enough of the past! Tell us what you've been up to recently, Midnight! Like... where you've gone, the things you've seen?"

"Well, believe it or not, I just got back into Equestria from a trek into the Dragon Lands," Midnight raised a brow.

"Wow!" "No way!" "My stars, the Dragon Lands?!"

"Pfth, big deal," Rainbow Dash harrumphed, "I could fly circles around dragons!"

"Maybe, but could you trick some dragon jerks into practically giving you some of their treasure?" asked Midnight with a raised brow. "I even managed to get this interesting artifact from this one teenaged dragon? The creep was using it for mountain boarding! Oh, and I visited the village of Somnambula and managed to find a glowpaz band belonging to Prince Hisan, and before that I visited the ruins of Rockhoof's village where I found a lot if interesting stuff, like the winged helmet that was worn by Rockhoof himself when he joined the Mighty Helm!"

"Wow, Midnight! It sounds like you've had some interesting adventures, ," Fluttershy commented with meek admiration.

"And found my share of treasures," Midnight nodded, feeling pretty good about himself, "I betcha I could even give Daring Do a run for her bits."

"Who's Daring Do?" asked Rainbow Dash in a blasé manner.

"Oh, that's right, you're a jock," Midnight responded dryly. "Never mind, you wouldn't be interested."

"Hmph!" Rainbow snubbed before taking a sip of her drink.

"Well, it's been good talkin' t' ya, Midnight, but Ah gotta get home," Applejack stood up, "Applebuck season ain't far off an' Ah gotta start talkin' with muh brother about how wer' gonna divvy up th' work."

"Nice meeting you too," Midnight waved to her as she left while Rarity stood up.

"I'm afraid I have to return home as well," she said apologetically, "With fall beginning to settle in, my autumn seasonal wear will be in demand. A pleasure, meeting you, Midnight. I look forward to getting to know you better."

"And a pleasant day to you, Miss Rarity," Midnight said politely before she left.

"I gotta go too! I have a... previous engagement to attend to," Pinkie said in a not-so-conspicuous manner before she hopped off.

"Bye," Midnight wasn't sure how he felt towards Pinkie. She seemed sweet, but by Faust was she annoying!

"Later," Rainbow said curtly before zooming off.

"I should go home as well," Fluttershy stood up, "Some of my critters are preparing to hibernate, and a lot of the birds are getting ready for migration and they need to be in the best shape they can. Have a nice stay here in Ponyville, Midnight."

"So long," Midnight waved as Fluttershy flew off. He turned to Twilight and Spike, "So... I guess I'll see you later?"

"Actually, Midnight," Twilight brought up, "Why don't you come to my home and we catch up together? I was planning to practice a new spell and if you're interested..."

A part of Midnight was hesitant, warning him that this might not be a good idea, and yet... he hadn't realized how much he'd missed his old classmate and friend. Smiling, he nodded and replied, "I would like that very much."

"...and that is how you can cast an abjuration or enchantment without it being rebounded back upon you," Twilight said as she and Midnight enjoyed a talk in the library. They'd been there for hours, just talking about magic, comparing notes and even getting into a few laughs, as they discussed their mutual passion.
"See, a lot of spells tend to be direct, aimed at a single target. But what happens if such spells can be turned against you by using a magical defense that rebounds direct spells back upon the caster?"

"Use spells that don't specifically target somepony, but rather have an area of effect," Midnight nodded in amazement before he chuckled, "Twily, you're still a magical genius!"

"Oh, I didn't figure that out by myself," Twilight waved it off while blushing a bit, "If Shining Armor hadn't helped me during that practice session, I never would have gotten the idea for AoE spells circumventing magic defense that turn your spells against you."

"Heheh, you saying spells that are AoE? Sounds like you're talking Ogres & Oubliettes," Midnight pointed out, causing both of them to laugh more.

"You still like that game?" Twilight giggled.

"Blame your brother for introducing it to me," Midnight gave her a cheeky look, "I still play it every once in a while when I can find somepony to play it with me. Which isn't that often, to tell you the truth..."

For a moment, neither of them said anything as a sadness seemed to befall the moment, until Twilight finally had to ask, "Midnight? What happened to you? Why did you leave?"

Midnight gave Twilight a hesitant look before sighing, "What did Celestia tell you?"

"That it was you who was behind that April Foals Day prank ten years ago," Twilight replied before giving him a funny look, "You know, after that day, what everypony dubbed the 'Bouncy Ball Incident', Princess Celestia literally banned bouncy balls on April Foals Day!"

"Yeah, I heard..." Midnight chuckled sheepishly, scratching the back of his neck but noticed the waiting look on Twilight's face. "Twilight... You know that I was Celestia's ward, right?"

"Mm-hm, she told me she took you in from the orphanage in Canterlot," Twilight nodded.

"She saw in me 'potential' and 'talent' and wanted to 'help me realize it'," Midnight said, bitterness beginning to lace his word. "Well, Twilight, she took me in and told me that she expected great things from me, a five year-old foal, and that just got worse after I got my cutie-mark."

"What do you mean?" Twilight was confused. "I thought she just wanted for you to do your best."

"Twilight, you didn't see how it was for me back then," Midnight sighed as he leaned onto the table where they were having milk and cookies courtesy of Spike. "Celestia was my legal guardian, but she was hardly a parental figure. I was mostly raised by members of her staff, and the rare times I was able to talk to her, she did most of the talking. She noted how I was doing in my studies, whether it was good or bad, but she always told me to keep doing my best.

"Now, it's one thing to encourage somepony to do their best, but it's something else when they expect you to and aren't interested in your 'excuses' and won't even let you speak your side of the story."

"That... that doesn't sound like-" Twilight tried to say.

"But it is," Midnight said, sounding contemptuous. "I just... I just got so sick of her telling me to do my best but not listening to me! I decided I was gonna make her listen, so I planned my April Foals Day prank. I spent weeks researching Enchantment to figure out how I was gonna put it all together. And when it was all over and done with, I thought she was gonna see the work I put into that prank, the way I wove those spells together to create something amazing, but no!

"All she saw was a mess and the aftermath! Once again, she talked down to me, wasn't interested in my point of view, and I just couldn't take it anymore!"

"So you ran away..." Twilight said morosely.

Midnight noticed the sadness on Twilight's face and sighed, "I'm sorry, Twily. I didn't mean to hurt you, I... All I wanted back then was..."

He sighed again, unable to find the words, "To be honest, I wish somepony else had adopted me instead of the princess."

"But... Midnight," Twilight brought up, "if she hadn't, you and I might never have met."

For a moment, Midnight didn't know what to say before he gave a slight chuckle, "I guess I can't argue with that."

She was relieved to see Midnight take some good from what he deemed a bad situation, but then she said, "You know, Midnight... Princess Celestia has never been quite the same after you left."

Midnight didn't respond, instead looking away while wearing an unreadable look.

"...She fell into a depression that lasted weeks," Twilight went on, "and even before I left Canterlot to study Friendship here in Ponyville, every once in a while... I would find her alone in her study, sometimes crying, sometimes looking at the picture she took of you the day she adopted you.

"She continued to teach me, but not quite so rigidly as she apparently was towards you. And while I appreciated her letting me figure things out on my own, she always told me I could come to her. Even so, her stepping back to let me learn and grow through my own volition... it wasn't a perfect way of teaching either. I became so immersed into my own studies that I distanced myself from my classmates and started to think my education mattered more than making friends. But then she assigned me to oversee the Summer Sun Celebration here in Ponyville, and that was the day my life truly changed for the better. I've learned a lot about friendship since I moved here and as you've seen, I've made wonderful friends. Though I'm still learning, I would be happy to share with you all that I've learned."

Midnight finally looked at his old classmate and couldn't help but smile warmly. Though their schooldays together had been short, they were still among his fondest memories. Taking a deep breath, Midnight replied, "Okay, Twilight, I'll stay and learn about friendship from you. On one condition..."

"And what's that?" asked Twilight.

"You have to give me your word that you won't tell Princess Celestia about me," Midnight stated with an unyielding tone. "You won't tell her that I'm here, you won't mention me, you won't hint about me, or even bring me up in conversation. Promise me that, and I'll stay."

Twilight found herself at a loss for words. On one hoof, she didn't like the idea of lying to her teacher even if she didn't know Midnight was in Ponyville, but on the other she didn't want to say no and cause Midnight to leave. Then of course the look on Midnight's face warned her that this condition was non-negotiable.

"Is there any chance that you'll talk to her when you're ready?" she asked.

Midnight's steel-hard look softened somewhat to stony, but he remained firm before finally answering, "Maybe."

"...Okay. I promise, cross my heart, hope to fly, stick a cupcake in my eye," Twilight assured while doing some strange gestures, to Midnight's confusion. Giggling, she explained, "It's a Pinkie Promise, and nopony breaks a Pinkie Promise. After all, breaking your promises is a way that could cause you to lose your friends."

"FOREVER!!" Midnight startled and fired a bolt of mana at the direction he heard the shout, only for Pinkie to vanish as quickly as she'd appeared, leaving the spot on the bookshelf she'd popped out of to be blown apart with no sign of her.

"What the hell was that?!" Midnight gawked back and forth between the shelf where Pinkie had popped out and at Twilight, who sighed and shook her head.

"Just... accept that Pinkie is being Pinkie, don't question it, it'll save you your sanity," Twilight assured before thinking, I'm gonna have to have a word with Pinkie about popping up around Midnight...

Chapter 3. Life is a Party

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The day was nice though that didn't stop Midnight from wearing his cloak. Though Fall was soon to roll in, there yet lingered a stubborn rise of heat from the rapidly dwindling Summer, and some passerby wondered how Midnight wasn't sweltering in that dark and heavy cloak of his. What little they knew, for Midnight had spent many years weaving various enchantments into his cloak to make it more than a simple fashion statement. Such as the Thermal Charm he'd imbued into it, which kept him warm in the cold and cool in the heat, and that was hardly the tip of the iceberg.

At the moment, Midnight was making his way to Twilight's library tree, and as luck would have had it, the inn he'd checked into was on the opposite side of Ponyville, and he was still learning how to get around town.

"Excuse me?" he asked a nearby unicorn pony stallion with a light yellow coat, grayish-blue mane and a cutie-mark of a white shooting star. "Can you direct me to the Golden Oak Library?"

"Oh sure," the unicorn pointed down a street, "Just head that way towards the square, and then you'll see it down the street to the north of Town Hall. Can't miss it."

"Thank you very much," Midnight nodded before continuing on.

"Don't mention it," the unicorn smiled kindly as he went his own way.

Midnight soon came to the square, and realized he was approaching from the south-western road. Here, he saw more activity, more ponies out and about. Some shooting the breeze, others obviously with a destination in mind and cutting through the square. Recalling the directions he'd been given, Midnight carried on, going around Town Hall towards the northern road... when he soon saw what appeared to be a setup for a party. There was a buffet table with a punch bowl, a cake, cupcakes, a bowl of chips, and other eats, a pińata, a circle of chairs, streamers hung in the air, and there were bunches of balloons.

"What the...?" Midnight suddenly had an uneasy feeling-

"SURPRISE!!!"

"BWAUGH!!" Midnight fell back onto his rump, startled by the loud shouting and sudden appearance of dozens of ponies, including Twilight and her friends, and especially Pinkie Pie, who'd popped up beside him.

"Surprise, Midnight! It's your 'Welcome to Ponyville' Party!" Pinkie declared happily, "I throw one for every newcomer to Ponyville no matter what! Were you surprised? Were you, were you? Huh-huh-huh?!"

Midnight growling in annoyance as he stood up and rubbed a sore spot on his rump.

"Wow! You must have been so surprised that you're just speechless! That's okay, `cuz we'll have lots of fun and-"

*FLASH*

"-you can tell us about you..." Pinkie's sentence trailed off when she realized Midnight was no longer present.

...

"Ooh, are we gonna start the party off with hide n' seek?" Pinkie laughed it off. "Well, ready or not, here we come!"

Everypony awkwardly watched as Pinkie Pie started hopping around, looking for the presumably hiding Midnight.

"Looks like Midnight wasn't in the mood to party..."
"Oh my, perhaps he was startled and too shy to stick around."
"More like he's being a jerk!"
"Darn tootin'! An' after Pinkie Pie went t' all this trouble for `im!"
"Well, darlings, perhaps Midnight's just not quite used to Pinkie Pie."

"I give up! Come out, come out wherever you are!" Pinkie gave in, and waited eagerly for Midnight to appear.

Everypony watched as Pinkie's excited smile... soon turned confused as uncertainty began to worm its way into the party pony's high spirits.
"Okay, Midnight, you won! You can come out now so we can get this party started!"

It was rather disheartening to see the corners of Pinkie's smile slowly fall, as Pinkie began to realize, Did... did Midnight leave?

Feeling bad for Pinkie, Twilight remembered that Midnight had been coming to see her at her library before Pinkie had stronglegged her into attending this surprise party. Having a good idea where Midnight was, she said, "Girls, why don't you stay here with Pinkie? I'm gonna go check on something."

Sitting outside the library, Midnight kept his hood up, glad that his Aversion Ward was insuring he wasn't bothered. He'd considered going right into the library but felt that would have been rude.
Then again, teleporting away like that was rude too...

"Nice Aversion Ward."

Midnight lowered his hood while looking up to see Twilight giving him a friendly smile, "Though given it didn't seem to affect me, I'm guessing that's because you were hoping I'd come see you."

"Hey Twilight..." Midnight sighed as he stood up. "Mind if we continue this conversation inside?"

"Come in," Twilight invited while casting her unlocking spell on the door.

They went inside and Twilight gestured for Midnight to have a seat at the nearby reading table while levitating out some cushions for them to sit on. Once they were both comfortable, Twilight had to ask, "So Midnight, I take it you weren't comfortable with that surprise party Pinkie prepared for you."

"No, I wasn't..." Midnight looked away guiltily. "I don't really like parties. They're loud, annoying, and just... Well, Twilight, they're just not for me."

"Well, I can understand not liking parties, Midnight," Twilight brought up, "but the way you teleported and left? You kind of hurt Pinkie's feelings."

"Well, she's just gonna have to get over it," Midnight harrumphed, "I don't like parties, and if she can't understand that it's her problem."

Twilight felt her heart sink a little to hear that, because she knew Pinkie wasn't going to like this.

As it turns out, Twilight was right. Later, she'd gone to see Pinkie Pie at Sugarcube Corner, where the Party Pony had asked if Twilight had seen Midnight and if she knew what had happened or if she did anything wrong.

"Oh no, Pinkie, we all know you meant well, but Midnight?" Twilight paused to find the right words before she finally answered, "He just doesn't like parties."

...

Pinkie stood there, in frozen stupor, as if all of a sudden she was blind and deaf to the world. Twilight began to worry and was about to say something, only for Pinkie to whip out a pair of reading glasses and a dictionary, which she leafed through, uttering, "Those words... Is is possible to use them together in a sentence like that!?"

"Pinkie, please listen," Twilight levitated the dictionary and glasses away to get her friend's attention. "I understand this sounds strange to you, but not everypony enjoys parties. Or at least, not the kind of parties you throw, no offense."

"But why not?!" Pinkie whined, looking despondent, "Did I make Midnight angry? Is he mad at me?!"

"No, Pinkie, Midnight's just always been this way," Twilight assured. "Remember, he used to be Princess Celestia's ward, so a few times during his foalhood, she made him attend some high class parties back in Canterlot, partly because it was expected of him. But those parties were stuffy and boring to a young colt like Midnight was back then. I guess he just got so bored and annoyed with those parties he grew a distaste for them in general."

"Really, that's it?" Pinkie flabbergasted before shaking it off and putting on a look of determination, "Then as a party pony, I cannot allow this terrible misunderstanding to go on any longer!"

"What do you mean, Pinkie?" Twilight suddenly had a bad feeling about this.

"It's like you said, Twi! Midnight's got the wrong idea about parties," said Pinkie, "so all I gotta do is show him just how fun and stupenderous parties can really be!"

"Now, Pinkie, hold on-" Twilight tried to protest.

"There's no time to lose... To the Party Cave!" Pinkie pressed some kind of mechanism on the bottom banister of the staircase in Sugarcube Corner, which caused a trapdoor to open beneath Pinkie Pie, into which she dropped and the trapdoor immediately closed, leaving Twilight perplexed.

And then she gave a sigh as she thought, Midnight, forgive me for I think I've just unleashed Tartarus upon you...!

Later on that day, Midnight had decided to do a little browsing of the Ponyville marketplace. There were plenty of stands, most of them selling food, but here and there were some selling other kinds of merchandise. He passed an older earth pony stallion who was selling firewood, another stallion making balloon animals, and another selling tools, to name a few.

He wasn't really interested in buying anything, though he hoped there was a pony selling wares he could use for his own business, Or perhaps I oughta set up my own stand where I could sell my wares.

The idea was appealing, as he usually placed his wares on a blanket and he'd sit nearby with his business sign and bits box at the ready.

Then, he noticed a stand nearby that was covered with different rocks, geodes, and natural crystals. His interest piqued, he sauntered over for a closer look when he nearly bumped into somepony wearing a shawl, sunglasses, and an oversized sunhat, "Oh, excuse me."

"No worries! In fact, I'm so glad that I almost bumped into you!"

"Oh no..." Midnight muttered as the pony threw off the hat, shawl, and sunglasses, revealing Pinkie Pie in all her pink poofy glory.

"Hi Midnight! I'm here to invite you to a party that will knock your horseshoes off!"

*FLASH*

Pinkie stood there, stupefied before she felt like a statue crumbling and being blown away by the wind before she pulled herself together.
"Well, Pinkie, nothing ventured nothing gained!"

For the rest of the day onto the next, Pinkie Pie tried time and again to throw a party for Midnight. At first, she tried inviting him to a party, but he always told her no and would teleport away if she tried to persuade him otherwise. However, Pinkie would not be deterred.

Since inviting Midnight didn't work, Pinkie tried the 'Surprise Party' approach yet again. Every hour, no matter where Midnight went in Ponyville, Pinkie would pop up out of nowhere, shouting 'SURPRISE', with confetti, balloons, cupcakes, sarsaparilla, chips and dip, a piñata and party games, along with several attendees she'd gotten involved, only for Midnight to scowl and teleport away.

It was after the sixth or seventh party attempt that Midnight finally lost his temper and made the balloons pop, the streamers wrap Pinkie up, and bluntly told the ponies she'd involved yet again to go home. Then he'd told Pinkie, with a clear and deliberate voice, "Leave. Me. Alone!"

And he'd left her hanging upside down from a tree next to a piñata with her mouth stuffed with so many cupcakes she'd been unable to respond. Although she could have gotten herself out of those streamers rather easily, Pinkie found herself oddly deflated in zeal and passion, and hung upside-down for a while, baffling for the life of her how somepony could be such a party-pooper, that she didn't notice Twilight, Spike, and Fluttershy show up.

They got her down from the tree and took her back to Sugarcube Corner where Pinkie flabbergasted, "I just don't get it! Everypony likes to have fun, and what's more fun than parties?"

"Well, Pinkie, Midnight just doesn't like parties," Twilight reminded her, "He put up with some adult parties that were really boring to him as a colt, so..."

"But Twilight, has there really never been one time Midnight had a party that he didn't enjoy?" asked Fluttershy.

"Well, I was too young to really remember," Spike spoke up after taking a gulp of his colt cola, "but didn't Midnight like his birthday parties?"

"Oh that's right!" Twilight brightened up, Pinkie suddenly looking hopeful, as Twilight explained, "He did always enjoy his birthday parties, but... they were never loud and big and had lots of ponies attending."

"Really? Then... what did he like about `em?" asked Pinkie. "Because they were about him?"

"Sort of, but... honestly?" Twilight smiled at the memories, "Midnight enjoyed his birthdays because it was a day where he could spend time with the ponies he cared most about. Princess Celestia, Princess Cadance, Prince Blueblood, me, Spike, my brother Shining Armor, and even my parents. They were small and private and quiet, his birthday parties, but he looked forward to them every year. Not because they were about him but rather because he could spend a nice time with the ponies he considered his family."

"Well, from what you're saying, Twilight," commented Fluttershy, "it sounds like Midnight prefers small and quiet parties with just his friends and family."

Fluttershy's words clicked in Pinkie's mind a second before she GASPED and facehooved while exclaiming, "Hel-lo, Pinkie!"

"Pinkie, maybe you should ease off of Midnight," Twilight advised, still apprehensive about the situation.

"No can do, Twilight!" Pinkie declared before asking, "Could you go out and keep Midnight busy for an hour or two? I'm gonna need the library, and then for you to bring him here afterwards."

Twilight, Spike, and Fluttershy shared a look but the expression on Pinkie's face caused the lavender unicorn to cave, "Alright, Pinkie, just... don't go overboard."

"And how long does the magic imbued into your wares last?" asked Twilight as she and Midnight were walking back to her library. "Or do your customers have to have them recharged after a while?"

"Heh-heh, this may surprise, you, Twi," Midnight smirked, "but my wares can last for years before they need another charge."

"Now, Midnight, even Alpha-level unicorns like us can only charge objects with magic for around a year," Twilight debated, "and that depends on how often a magical object is used before its energy runs out, and how well designed is the object and the magic involved."

"That's just one of the secrets to my success," Midnight responded, "but if you really wanna know, I got two words for you: Ley lines."

Twilight stopped mid-step, her mind suddenly blank with stupefied awe, and Midnight mentally counted up to eleven before Twilight finally cried out, "LEY LINES?! Midnight, are you charging your wares with magic from the Ley lines?!"

"Mm, yeah," Midnight said with a shrug.

"THAT'S DANGEROUS!!" Twilight yelled at him so fiercely he shrank back a bit, "Even the most trained and studied Alpha-level unicorn mages have to be really careful when they tap into the ley lines, all that power and knowledge could overwhelm you, destroy your mind!"

"I know! Which is why I spent years of training and study to prepare myself before I even tried," Midnight assured, "I've read about the consequences of unicorn mages who weren't strong enough or prepared enough to tap into the ley lines, Twilight."

Hearing the sincerity in Midnight's words and seeing it on his face, Twilight sighed, "Midnight, I... What if you'd made a mistake? What if something went wrong and... I'd have never seen you again!"

Smiling in appreciation of her concern, Midnight gave Twilight a hug and said, "I promise you, Twilight. I always take precautions for things like tapping into the Ley lines, as much as I prepare for whatever I might encounter during my travels. If I didn't, I have to admit, I probably wouldn't be here."

"That's precisely my point!" argued Twilight before a thought popped into her head and she asked, "What exactly do you mean by that? Have you had dangerous experiences in your travels?"

"Everyone does, but mine, I will admit, have been considerably more..." Midnight paused a moment to find the right word, "perilous."

"Like what?" Twilight folded her forelegs and gave Midnight a stony look.

"Well, a while back, I almost got my cutie-mark stolen by this psychotic unicorn, Starlight Glimmer, who was leading a cult that believed cutie-marks were bad and that harmony and happiness was only possible by being equal," Midnight responded off the bat. "Turns out, she was using a spell to forcibly strip ponies of their cutie-marks and brainwashing them into her cult when Starlight herself had never removed her own cutie-mark to begin with, making her a huge hypocrite."

Twilight's jaw dropped in response to what she'd just heard.

"I exposed her, got her village to turn against her, and managed to put an Inhibitor Ring onto her horn to disable her magic," Midnight wrapped it up. "I then took her to Manehatten, with four ponies from her village backing up my story, and told the cops about Starlight's crimes. Now she's enjoying an extended stay in the Atticolt Correctional Facility."

"A unicorn devised a magic to remove cutie-marks?!" Twilight was utterly horrified at the very idea. "We have to tell the princess about her!"

"She already knows," Midnight assured, "I suggested the Manehatten Police Department inform the princess about Starlight, but I asked them to keep me anonymous. From what my associate in the MPD told me, Princess Celestia declared that Starlight's cutie-mark removal spell to be forbidden magic and she ordered more measures to be taken in keeping her imprisoned."

"Wow... And I thought being a traveling merchant was adventure enough," commented Twilight. "I mean, you travel around, seeing new places and meeting new ponies, but to think you've such harrowing experiences!"

"Eh, Starlight and her 'equal' crock doesn't even make the top five of my adventures," chuckled Midnight, "So, what did you want to show me in the library anyway?"

"Um..." Twilight wasn't sure what to say and looked down the street, seeing her library at the end. "To tell you the truth, Midnight, Pinkie Pie asked me to keep you preoccupied and then bring you to the library."

She noticed the sudden change on Midnight's face, from curious to stony, so she went on, "Now, Midnight, I know that Pinkie has been... persistent, and I know you don't like loud parties. But please, this time? Give it a chance! You never know, it might surprise you how much you like it."

Midnight gave Twilight a stern silence, looking from her to the library and then back at her before sighing heavily, "I'll do it for you, Twi."

"Alright then, c'mon," Twilight gave Midnight a flirty bump on the rump, making him blush as she led him towards the library. "Ready?"

As I'll ever be..." Midnight braced himself for another loud obnoxious 'SURPRISE' as Twilight opened the door... only to reveal something smaller and simpler. In attendance were Rainbow Dash, Applejack, Fluttershy, Rarity, and Spike, and of course Pinkie Pie was there, all of them standing around a tale with a spread of cake, a pizza, a bowl of chips, a pitcher of iced tea and another with colt cola, and above was a small banner that read 'Welcome to Ponyville, Midnight' and the only decorations were a few balloons and streamers.

It wasn't at all what Midnight had been expecting.

"Hi, Midnight," Pinkie stepped forward, smiling but looking a little nervous. "To start off, I wanna say I'm sorry for how I've been acting, I, uh... Well, sometimes I get an idea in my head and it just sticks. Anyway, I really should'a figured out that the parties I was trying to throw for you just weren't the right kind. Some ponies like parties that are big and loud, and other ponies like their parties to be smaller and quiet, and there's nothing wrong with that.

"So whattya say, Midnight? How does a little dinner party with your new friends here in Ponyville sound?"

She smiled hopefully, and Midnight looked past her at everypony else, and saw they were giving him looks of encouragement, as was Twilight when he looked back at her. He then looked back at Pinkie and finally spoke.

"...We're going to need ice cream."

Pinkie Pie GASP'd before saluting, "I'm on it!"

"Wait a minute, the crazy mare that Blueblood used as a pony shield was you?!" Midnight couldn't help but burst out in laughter as did everypony except for Rarity and Spike, the former blushing and angrily pursing her lips.

"Why I never!" Rarity snapped, "I would have thought you a gentlecolt that would never have condoned such boorish behavior from that royal pain, Midnight Blaze!"

At Midnight's suggestion, Pinkie had prepared hot fudge strawberry sundaes with angel food cake, and it hadn't been long before the Mane Six shared stories of their previous adventures with Midnight, all of which he'd found interesting and funny. Then the conversation had steered towards the Grand Galloping Gala.

"Well, no offense, Rarity, but I think you kind of asked for it," Midnight shrugged.

"And why would I ask to be treated so poorly and thoughtlessly by the likes of Blueblood?!" demanded Rarity. "I say, he got off rather easily!"

"Well, you're the one who was all swoony and presumptuous," Midnight pointed out. "You went to the Gala, why? To meet a pony you didn't know personally because you thought the moment you both saw each other it'd be love at first sight and you'd get a happily ever after? I would think a mare as successful and eloquent as you, Rarity, would not be so silly as to believe in real life fairy tales.

"I mean, seriously. A pony's reputation isn't who they are, it's an impression everypony gets from that pony. You heard of Blueblood being a prince, and sure, he's a good-looking stallion, but what did you know of him really before you went to actually meet him at the gala?"

"Well, I- It's- That is..." rarity found herself tongue-tied, unable to come up with a reasonable argument before she finally stated, "Well, you can't deny how inconsiderate he was towards me."

"Sounded to me like he was trying to get rid of you," Midnight commented before looking to Twilight, "Twi? You remember how Blueblood was like back in school, right?"

"Of course, he was actually a kind and thoughtful young stallion and a hard worker," Twilight nodded, "but he didn't get to pursue his magic studies as much as he wanted due to his lessons in royal etiquette, diplomacy, and politics."

"And I can still recall the many admirers he had back then," Midnight added, "He was annoyed with them, how they kept trying to get his attention, being a distraction to his studies, and trying to cut into what limited spare time he had for friends, family, and his own personal hobbies. It's been years since I've talked to Blueblood, so to be fair I can't say how much he's changed since then. But in any case, Rarity, you probably gave a similar impression to Blueblood as the many unwanted admirers he had back in school, and he decided he wasn't going to give a pony like that the time of the day for wanting him over superficial reasons."

Those words finally clicked in Rarity's mind, along with the words spoken prior as she thought, He's... he's right! I don't know Blueblood, and in retrospect, desiring him and seeing him as some kind of prince charming from a fairy tale- Oh dear...

Rarity sighed heavily as she rubbed her temple, so Midnight kindly said, "I'm not defending Blueblood's behavior or the way he treated you, but I think there could still be a friendship for the two of you to share, if the both of you set aside your preconceived notions about each other and just talk and get to know one another."

"What?! Oh-no-no-no-no! After how things resulted that night?!" Rarity shook her head dramatically. "I mean- I still feel put off and perturbed by the very thought of him, and... Oh! My, my, my, would you look at the time? Ladies and gentlecolts, I daresay it's time to bring this soirée to a close."

Without waiting for anyone else to agree, Rarity stood up, daintily wiped her lips, and said, "As riveting as this dinner party conversation is turning out to be, I really must be getting home. Nightmare Night is still over a month away and already I've been getting orders and commissions for costumes that I really should get started on. Good night to you all, dears!"

"Uh- Bye, Rarity!" Spike called after her as she left, while the others all began to stand up from the table.

"Yeah, Ah should get home too," Applejack said, "Applebucking starts next week an' then not long after we'll be preparin' fer Cider Season."

"And this time..." Rainbow glared into Pinkie's eyes, "I'm gonna be first in line."

"Whatever you say, Dashie!" Pinkie smiled it off, Rainbow grumbling as she followed Applejack to the door.

"Nice party y'all!" Applejack said as she and Rainbow left.

"I hope you had a nice time, Midnight," said Fluttershy, "I know I did. I enjoy quiet parties like this."

"Have a good night, Fluttershy," Midnight bade her and they watched her leave.

"So, Midnight?" Pinkie looked at him, "Did... did you have a good time?"

"You know what?" Midnight gave her a kind smile, "I did. I can't remember the last time I did something like this. I mean, I love traveling and seeing new places, but... As much as it's been my nature to be alone, I can't tell you how many times it hurt to be. To have someone to talk to, to laugh with, just knowing someone was there with you."

Then Midnight held out his forelegs and Pinkie smiled at the cue, coming over to give him a hug, and he whispered to her, "Thanks for the party, Pinkie."

When they let go, Pinkie looked over to Twilight and said, "Hey Twi, I'll be back tomorrow. I think I have a letter about friendship I'd like to send the princess."

Twilight nodded, "Good night, Pinkie."

Pinkie left, and Spike yawned, "I don't know about you guys, but I am ready to hit the hay."

"Not before you brush your teeth, mister," Twilight gave her assistant a parental smirk. "I better not smell dragon breath tomorrow morning."

"I'm going, I'm going," Spike harrumphed wearily as he went upstairs.

Now that they were alone again, Twilight said to her old friend, "Well?"

"You were right," Midnight shrugged, "Pinkie's heart was in the right place, she's just gotta work on her... tact? Taking a hint? I don't wanna be mean-"

He noticed Twilight raise her brow, and he grumbled, "Oh you know what I mean!"

"Yes, I know what you mean," Twilight said teasingly. "But you'll get used to Pinkie and the rest of our friends as well."

"Which is why I've extended my stay at the Nesting Pegasus," Midnight nodded as he smiled, "I have to admit, Ponyville's growing on me."

"Do you have enough bits for that?" Twilight was concerned, "Maybe... you should look into housing."

"I don't know, Twily," Midnight sat back down at the table, Twilight joining him, "I honestly didn't plan to stay as long as I have already. I had no idea you were here, is the only reason I've stuck around."

"Me?" Twilight was a little surprised, and then noticed the uncomfortable look on Midnight's face. "I mean, I know we were classmates, and I'm glad we're still friends after all these years, but... Midnight, do you like me? Like, like me more than as a friend?"

She then saw the blush on Midnight's face, and couldn't help but smile a little at seeing him shift a little. Seeing the bright look on her face, Midnight decided to `fess up to Twilight and took a deep breath.
"One of the hardest things about growing up under Celestia's care was... I didn't know what I wanted or what I was even studying for. To tell you the truth, I don't think even the princess had a clear idea for me. The future is a scary thing when you don't know what you want to do with your life or if someone's trying to groom you into something you may or may not want to be.

"Then came that day when Celestia came to see me and she brought something with her. Something I wanted to be a part of my future the moment I saw it, the most beautiful thing I'd ever seen."

"Midnight... was that when...?" Twilight didn't dare say it, and felt her heart swell when Midnight looked directly at her and said three little words.

"It was you."

"The day we met," Twilight nodded, "when she introduced us to each other, her ward and her new student."

"I was still a colt then, but I was growing out of the 'girls are gross' stage and... starting to see something else," Midnight confirmed. "When I met you, I saw somepony special, not because my legal guardian had chosen you to be her protégé, I just... felt it."

They held each other's gaze warmly for a long moment before Midnight finally said, "Twilight?"

"Yeah?" she responded.

"Would you... I mean, I understand if you have a schedule or something else going on, but..." Midnight rubbed the back of his neck before finally getting it out, "Would you maybe... wanna go out sometime?"

"Midnight Blaze," Twilight crossed her forelegs while giving him a raised brow, "Are you asking me out on a date?"

"Well, I suppose- Uh, that is... If you don't want to, I-" Midnight flummoxed, only to stop when Twilight put her hoof to his lips, leaving him perplexed, until he saw the smile she was giving him.

"I would love to," Twilight smiled before leaning over and giving Midnight a cheek-to-cheek nuzzle, which he couldn't help but return. When she pulled back, she then added, "I do have to look at my schedule to find a suitable time, but yes, Midnight. Let's go out sometime, and soon."

"Well, good!" Midnight smiled, feeling awkward but happy at the same time as he stood up, "Then, uh... I'll come see you tomorrow, we can talk about it then?"

"Come by around lunch," Twilight invited as she stood up to walk him out. But as he passed the threshold of her door, she said, "Midnight?"

He turned to face her, curious, as she gave him a nice smile and said, "Good night."

"Sleep well, Twily," Midnight replied with a smile of his own as he pulled up his hood, and Twilight watched him leave until he vanished around the corner of a street.

She closed the door behind her and felt a whimsical flutter in her chest that caused her to giggle in a way she hadn't giggled before, and suddenly she gasped, "I have to check my calendar!"

Chapter 4. A Foal's Errand

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The Everfree Forest was infamous throughout all of Equestria for being a place of untold danger. Indeed, unlike how other woodland areas across the land were nurtured and cared for by ponykind, the Everfree was the very definition of 'wild'. The animals and monsters, the unpredictable weather and natural hazards, not to mention how the forest seemed far larger on the inside than it did on the outside.

Time and again, explorers had attempted to map out the Everfree, only for those maps to be rendered useless no more than a month later as the environments seemed to shift and grow and change all-too-quickly and seemingly randomly. Very few places seemed consistent, such as the ruins of the Castle of the Two Sisters, as well as Zecora's home.

The zebra mare was on her way to Ponyville, her baskets strapped to her barrel filled with her wares and herbs to be traded and bartered. She did this at least once every two weeks to obtain fresh supplies necessary to her work that she couldn't get in the forest itself, not to mention some ponies looked forward to Zecora's visits because she brought such amazing elixirs and remedies that seemed like miracle cures, more than once Zecora had sold or traded her wares away in a matter of hours. Especially her... aphrodisiacs.

Walking along the path that led out of the forest to Ponyville, Zecora heard a noise that didn't belong in the Everfree Forest, a noise that filled her with confused alarm. Hurrying forward, her eyes fell upon the source of the noise, a crying baby unicorn!

"My oh my, what have we here?" Zecora hurried over and picked up the baby, "There's no need to cry, my dear."

The baby sniffled and snrrk'd but Zecora's kind and warm voice calmed him down as she stroked his mane gently to comfort him before looking around.
"Where is your mama, I wonder. To leave a foal alone is a terrible blunder."

Holding the colt, Zecora looked around the area, but saw no signs of anypony else nearby. The only thing she did find however, was the remains of what must have been a predator's kill. She made sure the foal didn't see it and quickly stepped back, "Perhaps you wandered here from town. I'll help you find home, so don't you frown."

The foal looked up at Zecora with upset eyes, and Zecora gave him a closer look, with his sapphire blue coat, dark mane, and turquoise eyes.

"A handsome little foal you are. Let's be off, it is not far."

At Town Hall, Spike had just dropped off some scrolls for Mayor Mare, "Thank you very much for bringing me these scrolls, Spike. I have to say, it is indeed helpful to have a correspondence with the Princess's court, even if it's privileged."

"Happy to help, Mayor," replied Spike, "now if you'll excuse me, I gotta-"

But before Spike could finish that sentence, the front door to Town Hall opened and in walked Zecora plus one, "Mayor Mare, a moment of your time. Your help for this matter would be most sublime."

"Well, hello, Zecora," greeted Mayor Mare, "it's not often we see you in Town Hall. I take it this visit has to do with that little foal you have with you?"

"Indeed it does, I am afraid," Zecora admitted as she held the baby foal, "To find his parents, I request your aid."

"Say..." Both mares turned to Spike who walked up to Zecora to give the foal a closer look, "This little guy looks an awful lot like Midnight."

Noticing Spike, the baby giggled as mana seemed to concentrate up his little horn and all of a sudden the mares and dragons felt apprehensive as Spike cried out, "He's casting a spell!"

"But he's only a baby! He can' know any spells!" Mayor Mare's eyes widened in disbelief as the baby's horn created a burst of light ,and then a sudden chill!

Looking around, they noticed the whole lobby of Town Hall was coated with frost. Not only that, but Zecora's black stripes were now a pale icy blue, Mayor Mare's mane was big and floofy, like a pile of snow, and Spike's spikes had icicles on them! The baby giggled again before scurrying out the front door, which opened by a turqouise aura, allowing the foal to escape.

"Uh-oh!" Spike had a bad feeling about this, and looked to Zecora and the Mayor, awkwardly saying, "I, uh... I'd... better go after him."

And out he ran, leaving them to deal with the mess, with a heavy sigh.

In Ponyville Park, Fluttershy giggled as she gently threw pieces of feed to the ducklings in the pond.
"Come on, little duckies, come eat your fill. Just don't swim too far from Momma Duck, okay?"

The adorable little ducklings peeped happily as they ate up the feed Fluttershy threw to them, as their mother swam nearby, keeping watch. Fluttershy was glad her new feed was such a hit with the ducklings. It was actually a bad idea to feed pieces of bread to ducks, and after Fluttershy had brought that up with the Mayor, she'd had a sign that read 'Do not feed bread to the critters' in the park, only for several ponies to ignore it. So Fluttershy spoke with her old mentor, Dr. Fauna, and together they had whipped up a suitable kind of feed that would be better for the local critters in the park.

Now there was a vendor who sold the feed at the entrance to the park, where every baggie of feed was just two bits, and the money went into the funds meant for the park's maintenance.

Fluttershy never tired of watching these fluffy little sweethearts swim on their own and hearing their adorable peeps, though she became distracted by a shuffling in some grass at the edge of the pond. It was on the other side, and even though Momma Duck seemed relaxed, Fluttershy couldn't help but feel something was lurking-

*KRA-ZAP/"RAWR!!"*

What appeared to be a flash of lightning flew skyward, and Momma Duck quacked in alarm. Her babies peeped in terror as they splish-splashed their way back to her as she led them away, and Fluttershy yelped in alarm when she heard baby-ish giggling, and saw a tiny blue foal roll out of the grass, laughing his little head off.

"Now that wasn't very nice," Fluttershy softly said in a maternal lecturing voice that the baby couldn't help but notice. "Wherever did you come from, little one, and where's your mama? Wait, you look..."

"Fluttershy, stop him!"

Fluttershy and the baby looked towards the path that led to the edge of the park, and they saw Spike hurrying their way. The baby went "Uh-oh" and started to hurry away.

"Hold on there, little one," Fluttershy went to pick him, "We need to get you to your-"

*FLASH*

Just before Fluttershy had been about to pick the foal up, to her bewilderment, he'd teleported!

"Oh dear, where's he gone?" Fluttershy started looking around as Spike came up to her.

"Fluttershy, you're not gonna believe this, but I think that baby is Midnight!"

"Midnight? Oh my, are you sure, Spike?" Fluttershy asked, sounding a tad skeptical.

"I'm telling ya! He looks exactly like Midnight," Spike swore, "and the way he's using magic when he's only a foal right now?! It has to be him!"

"Well, in any case, we should find that little one and figure out what to do," Fluttershy conceded shortly before they heard somepony yelp in another direction.

"And... that's our cue. C'mon!" Spike and Fluttershy hurried off, hoping to catch up with the rambunctious little rugrat.

Today was Applejack's turn to sell the literal fruits of her family's labors at the marketplace in town. Only today, she'd gone the extra-mile and had brought along several apple-based goods, and they were selling like hotcakes.

"Thank y'all, have a good'un," Applejack wished her latest customers as they walked away with a few jars full of apple sauce. Sighing with satisfaction, Applejack thought, Yesiree, ain't nothin' can ruin mah business t'day!

Then she noticed something out the corner of her eye and gawked to see it was one of her apples, floating in turquoise colored magical aura, "Wha' in tarnation?!"

She looked around, but no unicorns appeared to be using their horns to snatch her apple, so she quickly grabbed it and put it back in the basket along with the rest of the bushel. She nodded and was about to get back to minding the stand when more apples levitated out of the basket and started bobbing around in a circle above Applejack's head, to her bewilderment... when the apples suddenly flinged away in all directions..
"Hey!"

Applejack hurried off to get back her errant apples, leaving her stand completely un-ponied... and one of her glass bottles of apple juice levitated up and then floated under the stand table, vanishing under the table cloth.

Grumbling and complaining about how some of her apples had been bruised as she collected them, Applejack was walking back to her stand when she saw a frantic-looking spike and Fluttershy come her way.
"Howdy Spike, Fluttershy! What's got y'all so hot-hooved, need an outhouse?"

"AJ, you're not gonna believe this," Spike exclaimed, "but Midnight's a baby!"

"Wha'? Now Spike, Ah'm sure wha'ever y'all 'r arguin' about, there ain't no need fer name-callin'," Applejack responded with a raised brow.

"No, Applejack, really!" Fluttershy spoke up, "Somehow, Midnight has been turned into a little foal, and he's running around getting into mischief."

"Huh... Y'know, mah apples wer' actin' funny jus' now," Applejack explained how her apples had been levitated around the marketplace but she didn't see any unicorn messing with her. The looks on their faces caused Applejack to ask, "Y'don' think...?"

"He's gotta be around here somewhere!" Spike looked around and groaned, "But this place is so big and busy!"

"Hold on, Applejack, one of your pies," Fluttershy pointed to Applejack's stand where they saw one of the apple pies levitating and then floating to underneath the table, which was obscured by the table cloth.

"Hmm," Applejack raised a brow and then gently shhhh'd her friends as she gestured them to follow her quietly.

As they got closer to the stand, they heard little mmm's and messy licks and slurps, and then... a foalish groan and whimper of discomfort. Spike reached down and held the table cloth up, revealing Baby Midnight, along with an almost empty glass of apple juice, and the pie was nearly half-eaten. Baby Midnight himself ad a messy and sticky face, that was grimacing and beginning to tear up as he held his little tummy.

"Uh-oh, little colt needs some help," Fluttershy's maternal instincts took over as she gently reached under and picked up little Midnight, who fussed and whined. "There, there, let Auntie Fluttershy take care of it."

She held Baby Midnight just so and gently began to pat his back-

*BURP*

-and the little scamp sighed in relief.

"Heheheh, excuse you!" Spike chuckled.

"Yeah, excuse you fer messin' wit' mah food," Applejack grumbled.

Taking notice of her umbrage, Baby Midnight's horn lit up, causing the half-eaten pie to levitate... and go SPLAT onto the farmer's face, Fluttershy gasping, Spike stifling his laughter, and Applejack sputtering as she wiped off the mess. Then...

*FLASH*

Gasping again, Fluttershy worried, "Oh no! He's gone! I was holding him and then-"

"He's teleported, and there he goes!" Spike pointed down the way, and they saw Baby Midnight once again scurrying off as fast as his little hooves could carry him.

Growling, Applejack yelled, "After him!"

Unfortunately, the chase of Baby Midnight led Spike, Fluttershy, and Applejack through the Marketplace, which was still a little crowded with shoppers and vendors. Though Applejack caught sight of Midnight scurrying out of the Marketplace to one of the main streets of Ponyville, upon getting out of all the hullabaloo, they soon saw that Midnight was nowhere in sight!

"Oh no, where'd he go this time?!" Spike fretted.
"Oh dear, he could get hurt, or-or what if he catches a cold?" worried Fluttershy, "The chill of Fall has been settling in lately!"
"Now calm down, y'all," Applejack tried to assuage them, "so far, he's been kinda naughty. Ah'm sure if we keep our eyes open he's bound t' cause some kind o' ruckus."

Almost as if on cue, they all flinched at the sound of chaos and turned to see Carousel Boutique, from which they heard screaming, flashes of light coming from its windows, the building itself appearing to shake and shiver as if it was experiencing extreme discomfort before a sewing machine was launched out one of the windows, shattering the glass, and several dresses flew out and around as if they were ghosts, and Applejack lamely said, "Ah think we may have found Midnight."

"Augh, come on!" Spike urged and they hurried to the boutique, able to hear the screams inside more clearly.

"STOP! EEEK!! PUT THAT DOWN- I'M WARNING YOU, YOUNG COLT!! COME BACK HERE!! Wait... What are you- No... No. NO! NO!!!"

*CRASH/RIP/SHATTER*

The front door blasted off its hinges, Spike, Fluttershy, and Applejack diving to the sides to avoid the errant piece of wood... when out ran Baby Midnight, looking upset as he shook off what appeared to be a baby colt's sailor suit, and Rarity came out as well, her mane disheveled, her work glasses askew, and looking like she'd just been through such an ordeal.

"Where is he...? WHERE IS HE?!" Rarity seethed with outrage.

"Rarity, what th' hell happened?" Applejack asked as she, Fluttershy, and Spike hurried over.

"Oh-ho-ho! I'll you what happened, my friends," Rarity responded with a slightly unhinged smile, "I've just decided that I will never become a mother! EVER!!"

"Now, now, Rarity, I'm sure Midnight didn't mean to cause trouble," Fluttershy assured, only to get a stink eye from Rarity.

"Midnight?! Whatever are you talking about, Fluttershy?!" the diva demanded, "I just happened upon this young foal with nary an adult nearby, looking lost, upset, and dusty, and I offered my compassion to the little one. I brought him to my home to give him a bath, and then I had one of my... I-DEAs and thought it would be a perfect opportunity to model some foal clothes I'd been tinkering with! But the first outfit I put on him, he raises a fuss, I try to calm him down, and then he has a magic surge! You can see the results for yourself!!!"

She gestured to her broken window, the ruined sewing machine and dresses, and looking in the path Baby Midnight had fled, she sighed, "And he threw off that darling little sailor suit I made!"

"Well, uh, Rarity," Spike chuckled nervously as he started picking up the clothes for Rarity, "We think that baby colt is actually Midnight and something's happened to him to turn him into a baby. Maybe he's just... confused or upset?"

Rarity narrowed her eyes, "I suppose... Be that as it may, if that is Midnight, then once he's returned to normal I intend to have a word with him!"

"Well, we'd better get a move on an' catch up wit'em," Applejack advised, "We gotta find him an' get `im t' Twilight. Maybe she can figure out how he's been... foal-ified an' turn him back t' normal."

"C'mon, sweetie, open up for Auntie Pinkie Pie!"

"No!"

"Eep!" Pinkie ducked as the baby colt threw a cupcake at her. "Okay, no go on cupcakes... What about a doughnut? You like doughnuts?"

She offered a doughnut to the colt who was sitting in the middle of the floor in Sugarcube Corner, but the baby gave it one look and said in his foalish voice "No!" and took it in his magic to throw it at Pinkie, who caught it in her mouth this time.

"Nopony's ever turned down one of these before," Pinkie wondered after eating the doughnut.

Earlier, Pinkie had been hopping back to the bakery after making a delivery for Mr. Cake when she'd spied this little guy out in the open, shaking off some funny little hat that he obviously didn't like. Seeing the little one not looking happy, Pinkie had snatched him up and declared that nothing turns a frown upside-down like something sweet.

Alas... her theory appeared to be getting debunked, as she offered treat after treat to the baby, and he just kept throwing them at her.

"C'mon, Pinkie, think!" Pinkie puzzled as she turned around to look at the Sugarcube Corner cook book, "I tried cupcakes, doughnuts, muffins, pies, candy, chocolate, cookies-"

*CHOMP/"EEP!"*

Pinkie turned around and saw the baby unicorn was chewing on her long floofy tail, "Now, baby, let go now. That's not cotton candy, even though I know it looks like cotton candy! I mean, it'd be really interesting if it was cotton candy but then I'd eat it and I wouldn't have a tail at all and- Ow!"

The colt was now pulling on Pinkie's tail with surprising gusto, Pinkie trying to reach him but the little foal somehow kept his distance and his mouth secured onto Pinkie's tail.
"C'mon now, baby, that's really starting to hurt! Let go of Auntie Pinkie, please?!"

She kept turning around in a circle, trying to reach the unicorn foal but the foal kept moving back and staying out of her reach, ignoring her pleas as he continued to chew on Pinkie's tail. Very quickly did they pick up the pace, going round and around faster and faster, until finally, Pinkie was going nuts and not thinking straight. She had started to go so fast that she was swinging around, the foal hanging onto her tail for dear life, and starting to tear up in fear. But the pain and ridiculous situation was getting to Pinkie, her eyes starting to see red as she finally gave a mighty swing of her tail shrieking, "Get... OFF!!!!"

"EEEEEEEEEEEEEeeeeeeeeeeeeeeeeeeeee......." cried the foal as he was sent hurtling out the window after finally losing his grip on Pinkie's tail...

...

"AAAAAAAAAAAUUUUUUUUUUGGGGGGHHHHHH!!!!!!!! WHAT HAVE I DONE?!?!?!!?!" Pinkie screamed in abject horror just a few seconds after realizing her whoopsy before she hurried outside-

"OOF!" "OW!" "AUGH, MY HOOF!" "Ouch..."

"Applejack! Fluttershy! Rarity! Spike! We gotta catch the baby unicorn!!" Pinkie hopped out of the pony pile and the others all HUH?!'d in response before they disestablishment themselves and followed after Pinkie and her line of sight and all yelled and cried out in panic to see the sapphire blue Baby Midnight still hurtling through the air.

"Pinkamena Diane Pie, what in Faust's name did you do?!" shrieked Rarity.

"I didn't mean to! He was hurting my tail!" whined Pinkie with a guilty grimace.

"Fluttershy, ya gotta fly up there an' catch `im!" Applejack

"Hold on, look!" Fluttershy pointed with her hoof and everyone saw it.

Baby Midnight was hurtling straight towards a little cloud... with Rainbow Dash napping on it!

Spike cupped his mouth and shouted, "Rainbow Dash! HEAD'S UP!!!"

All the excitement disturbed the slumbering pegasus' blessed wink and she groaned while sitting up and yelling, "Hey! Can you jerks keep it down?! I'm trying to-"

"Rainbow Dash! Catch him!" Fluttershy called to her friend.

"Catch whooooAAAAUUGGGHH!!!" Rainbow Dash cried out in alarm to see a baby foal coming her way. "I gotcha! I gotcha!"

She pumped her wings to take flight, held out her forelegs and....!

"GOTCHA!!" Rainbow Dash caught the baby and held him up victoriously, though his terrified crying was ruining the moment. "Uh- Oh, it's okay, little guy! No need to cry!"

The Baby just kept crying, too scared and wound up to hear any words of comfort, to Rainbow Dash's own discomfort, "Augh, whadoo I do, whadoo I do?!"

"Rainbow Dash, bring the poor dear down!" Rarity suggested, "He's scared to death, as it is."

"Oh, right," Rainbow Dash carefully placed the crying foal on her back and very gently and slowly flew down to her friends, "See? Easy-breezy, you can stop crying now! Anypony know whose foal this is?"

"Uh, that's the thing, Rainbow," Spike spoke up, "I'm pretty sure that's Midnight."

"What?! Heheh, no way!" Rainbow Dash chortled at the absurdity.

"Really? This is Midnight as a baby?" Pinkie gave Baby Midnight a closer look, then noticed the little guy looking uncomfortable. "Hey, he's making a funny face."

"What is it now? Upset tummy? Nausea?" Rainbow Dash scoffed, only to freeze and drop her jaw when she felt something warm and wet on her back, where Midnight was sitting.

The others all grimaced in disgust as well, Rarity sympathetically assuring, "I'll arrange a visit to the spa for you."

"He did not...!" Rainbow Dash began to shake with outrage, and Baby Midnight took that as a cue to skedaddle as he hopped down from Rainbow's back and hurried off as quickly as his teeny hooves could carry him.
"Oh, you are DEAD, kid!!!"

"Rainbow Dash!" Fluttershy admonished her friend, "He's just a baby, and he doesn't know better right now. Besides, when a baby has to go..."

"Speaking of, looks like he's going that way," Spike pointed down the street Baby Midnight was hurrying. "C'mon!"

The five mares and little dragon pursued the baby unicorn, who was surprisingly quick for a tiny guy. Growling in impatience, Rainbow Dash snapped, "Oh forget this, I'm nabbing that anklebiter now!"

Rainbow Dash spread her wings and launched herself upwards before diving towards Baby Midnight. Hearing her coming, Baby Midnight gasped and covered his eyes, his horn lighting up in response to his fear. A nearby pan from a pots & pans vendor pony levitated up and over in front of Baby Midnight-

*KLANG/plop/"...ow!"*

The others winced at the sight of Rainbow face-planting herself into that pan at such high speed as she plopped down to the ground, dazed and black-eyed. The pan dropped, Baby Midnight peering between his hooves and couldn't help giggling at the funny faced rainbow pony, when he heard, "Rainbow Dash!" "Are you okay?"

Seeing the other big ponies and the dragon coming, Baby Midnight immediately turned tail and ran. Pinkie followed after him, yelling, "Wait up, Baby Midnight!"

The others checked on Rainbow Dash, whose eyes wouldn't stop spinning as she moaned in a daze.

"C'mon, Dash, snap out of it. How many hooves am Ah holdin' up?" Applejack prodded while holding up one.

"No, Daddy, I don't wanna dance in the air recital..." mumbled Rainbow Dash in response.

"She's fine," Spike sighed wearily before he realized, "And Pinkie's gone after Midnight!"

"I'll stay with Rainbow, you all go ahead," Fluttershy suggested, "we;'ll catch up."

"C'mon, Baby Midnight! I'll make you lots of yummy treats if you'll just stop!" pleaded Pinkie Pie as she hopped after the felonious foal.

Baby Midnight peered over his shoulder and blew her a raspberry when he noticed a pony pulling a wagonful of sacks of potatoes, and the devious little stinker lit up his horn. One of the sacks spilled open, causing dozens of potatoes to roll out onto the ground... and in Pinkie's path! Seeing the hazard before her, Pinkie cried out in alarm as she couldn't stop herself mid-hop and slipped on a potato, shrieking, "LOOK OUT!!"

She scrambled to keep steady but the potatoes beneath her hooves caused her to fall into the wagon with such force several potatoes were mushed up, bits of them flinging through the air. Shaking off the daze, Pinkie noticed some mashed up potato on the curled forelock of her mane and gave it a lick.

"Hmm, needs gravy," she commented.

"Pinkie Pie, y'all okay?" Applejack hurried over to her friend while Rarity continued the pursuit.

"See to Pinkie, darling," Rarity called out over her shoulder, "I'll handle this!"

Noticing he was still being chased, Baby Midnight was finally beginning to panic, because he was already getting tired from so much running, magic, and mischief. He finally began to slow down and pant, only to be levitated up in Rarity's magic. Unable to get loose and starting get scared, Baby Midnight began to wail as Rarity levitated him closer to her.

"Now, now, darling," Rarity responded in a parental manner akin to how she sometimes spoke to her little sister, "It's time to calm down and be a good little foal."

Baby Midnight started to fuss and then his horn lit up, alarming Rarity, "Oh dear... Now darling, let's all just calm down on-"

Her sentence was interrupted as something cold and wet poured over her head and then what appeared to be a bucket came down on her head, causing discomfort for her horn and making her unable to see! She shrieked as her telekinetic hold on the foal faltered, allowing him to drop down onto the ground and scurry away while Rarity was too distracted to notice.

"AUGH!! What is this?!" she screamed, forcing the bucket off of her head and then smelling it. "Lemonade?! AAAAAAUUUUGGGGHHH!!! My beautiful mane is going to be so sticky! Wait! My mane.... A mirror, I need a mirror!!"

Noticing a mare looking at her compact, Rarity took it without asking to see her reflection... and shook at the sight of herself! She could already feel her mane getting stick from the lemonade in it drying under the sun, her makeup was beginning to run, and her face twisted into an ugly expression of outrage, as she seethed, "When that foal is a stallion again...!!"

"Um..." Rarity looked at the mare who gave her a look, "Can I havce my compact back? And if you're looking for a foal, a little blue unicorn colt just ran down that way."

The others caught up and before long the five mares and dragon hurried down the street the mare with the compact had pointed out to Rarity, but only saw passerby.

"Where'd he go this time?" Applejack panted as she fanned herself with her hat. It'd been a long day, after all.

"I dunno, but I'm gonna-!!" Rainbow Dash paused mid-sentence when she saw the look Fluttershy was giving her. "I'm gonna... make sure he's safe and sound."

"Nice save..." Fluttershy deadpanned.

"Hey, there's the library," Pinkie pointed out. "I think we should tell Twilight what's going on."

"Good idea, Pinkie Pie," Applejack led the others to the library and knocked on the door, "Twilight! We gots us a situation tha' needs yer attention!"

"Just a minute!" answered Twilight and a few minutes later, she answered the door... and she wasn't alone. "Hi, everypony. do you know if anyone is missing their foal?"

The rest of the Mane Six and Spike were a little speechless to find Twilight was gingerly holding Baby Midnight, who was sleeping softly and quietly in Twilight's gentle hold, like a little angel.

"Uh, yeah.... Twilight?" Spike raised a claw, "You're probably gonna wanna sit down for this."

After a long and detailed story, it was Twilight's turn to be speechless as she gaped in disbelief at the baby colt she was holding, who'd woken up a little ago and was smiling at her with an adorable baby laugh.
"Well... he certainly looks like Midnight, but he doesn't have his cutie-mark."

"But Twilight, all the magic he's done?" Spike brought up, "Even for a baby unicorn, that's really unusual"

"He's made a mess of my work and my mane!" whined Rarity.
"He messed with' mah apple stand," added Applejack.
"He peed on me!" Rainbow Dash snapped indignantly.

"Oh, speaking of which," Fluttershy held up a diaper, "I asked Mr. and Mrs. Cake for a spare before we arrived."

"Let me take care of that," Twilight gently laid Baby Midnight down, accepted the diaper from Fluttershy, and secured it around his little bottom as he squirmed a little with a cute giggle.
"Now that that's taken care of... Let's say you're all correct, that this is Midnight. How did he get this way?"

"We don't know," Fluttershy replied. "We just saw him running around like this, and when we tried to get him and calm him down, he started getting into mischief."

"Maybe Midnight did this to himself by accident," Twilight theorized, "he does like to experiment with his magic. Hold on..."

Twilight lit up her horn and everypony watched as she levitated out several magic books and started leafing through them, obviously looking for an explanation or perhaps a solution to this infantile issue. After a few minutes of researching, she nodded and set the books aside before asking, "Fluttershy, can you please place Midnight on the floor in front of me?"

Fluttershy did so, Baby Midnight babbling curiously at everypony looking at him as Twilight said, "If this is the work of a spell gone wrong, then this counter spell ought to undo the effects and turn him back to normal. Silence, please..."

They all watched quietly as Twilight took a deep breath and concentrated her mana to her horn while focusing on the counter spell. Baby Midnight's little turquoise eyes widened with wonder as he went, "Oooh...!"

Then, ribbons of magic unraveled outwards from Twilight's horn, before they moved forward, encircling around Baby Midnight with an eerie motion, a radiance lighting up the space within, causing Baby Midnight to glow and begin to rise up as he happily clapped his hooves, loving the pretty lights and floating like a bubble. Everypony held their breath as the ribbons of magic enfolded around Baby Midnight, hiding him from their view. The atmosphere in the library intensified, as did the magic while it formed a sphere around Midnight...!

And burst into a shroud of sparkling luminescence, causing everypony to shield their eyes from the brightness, and then moments later, it dimmed. Everypony looked and saw that Midnight... was unchanged!

He was still a baby, and now he was napping on the floor, looking adorably peaceful.

"Well that didn't work," Spike deadpanned, and the mares all groaned.

"I was afraid of this," Twilight gently levitated Baby Midnight onto her sofa and cast a muting sphere around him so their conversation wouldn't wake him up. "If my counter spell didn't work, it can only mean that this didn't happen to Midnight because of some kind of spell."

"A potion perhaps?" Rarity suggested.

"Maybe? I'm just not sure at this point," Twilight fretted, "If I can't figure out how to return Midnight to adulthood, I might have to contact Princess-"

"Up-bup-bup!" Pinkie Pie piped in, giving Twilight the stink eye, "You Pinkie Promised, Twilight!"

"I know, Pinkie, but if I can't figure out how to undo what's happened to Midnight, I don't know who else I could talk to!" Twilight reasoned.

"Hold on... I think I might know who else you could! "Spike perked up, all eyes turning to him, "I first saw Midnight the way he is over at Town Hall. He was brought in by Zecora, who was asking Mayor Mare if somepony had lost their foal!"

Gasping, Twilight smiled, "Spike, that's brilliant! Maybe Zecora can figure out how to change Midnight back!"

"Uh, do you mind if Rarity and I have a quick shower, Twi?" Rainbow Dash asked with a grimace on her face.

That's when everypony finally started to notice the unpleasant odor of urine.

Later, at Zecora's hut...

"Hmm, indeed I found Midnight this way," she said after examining the squirmy foal, who giggled from the way Zecora's examination had tickled him. "though I thought him a lost foal astray."

"Can you change him back, Zecora?" asked Twilight, everypony else behind her. "I've already tried a counter spell but I don't think a spell is what caused him to turn into a baby."

"A spell did not do this, true," Zecora nodded before saying, "I believe it might have been those leaves of blue."

"'Leaves o' blue'?" echoed Applejack in confusion.

But Twilight got it as she gasped, "Poison Joke!"

"Then all he needs is the cure," Spike added.

Twilight floated Spike onto her back and said, "Guess we're going to the spa!"

Lotus and Aloe got to work preparing the bubble bath cure for Poison Joke, bringing out a modest wooden tub at Twilight's request.

"If this is the work of Poison Joke," Twilight reasoned, "then once Midnight turns back, he'll have enough room in the tub to grow in."

"I'm going to have some choice words to say once Midnight is himself again," Rarity frowned at the little colt that Spike was holding, as Baby Midnight was sucking on his hoof, looking around the spa with foalish curiosity.

"Now, now, Rarity, he's only a foal," Fluttershy tut-tutted, "we can't hold anything against him for the things he did today."

"Speak for yourself," Rainbow Dash harrumphed, "you weren't involved in his 'accident'."

"Ah'm still a lil' saddle-sore muhself, Dash," Applejack spoke up, "but we don' even know if Midnight'll remember wha' he did as a foal."

"Yeah, after all, colts will be colts," Looking back, Pinkie thought it was kind of fun how her little one-on-one experience with Baby Midnight went, and how cute it was the way he said 'NO'.

"Ze bath is ready, Miss Sparkle, and ze water is warm," Aloe declared.
"Plus we ze bubbles will make it fun for ze little darling," Lotus added while giving Baby Midnight a tickle on the tummy.

"Alright, everypony, here goes nothing," Twilight very gently lifted Baby Midnight up from Spike's hold in her telekinesis and slowly lowered him into the tub.

Baby Midnight fidgeted a bit from getting wet but was quickly placated by the fluffy white bubbles around him. He giggled and began to enjoy himself as he splashed around, sending bubbles up into the air, blocking him from everypony's view. They still heard his giggles, which began to deepen a little before turning into a confused "Huh?" The bubbles finally cleared, by popping or floating out of the way, and there he was.

Midnight was a stallion again, sitting in a tub a little too small for him, wet and covered with soapy bubbles, looking dazed and confused, looking around in an absentminded manner.
"Wha... where am I?"

"Midnight? Are you okay?" asked Twilight, concerned.

"I think so, I just..." Midnight rubbed his head. "I feel like I woke up from a really long sleep."

"Well, take a moment to clear your mind," suggested Twilight, "and think back. What were you doing before you... fell asleep?"

"I..." Midnight furrowed his brows as he concentrated before perking up, "Oh yeah! I was on my way to meet Zecora in the Everfree Forest. I was gonna talk potions with her and see if she'd be willing to sell me any of hers, or at least some ingredients."

"And then?" pressed Spike.

"And then..." Midnight put his hoof to his chin, trying to remember, "I think I saw... some blue plants. Yeah, I gave them a look, then I felt woozy and... I guess I dozed off."

"Well that explains everything," Spike held his hands up in an 'oh well' manner.

"WHY AM I WEARING A DIAPER?!?!"

All eyes turned back to Midnight, who'd stood up from the tub and was gaping in abject horror of the diaper on his backside, sagging from the bathwater... and everypony burst out in laughter.

"Y'know, I was gonna read him the riot act for all that he did today..." Rainbow Dash leaned towards Rarity and Applejack, whose laughing smiles mirrored hers.

"Quite, dear, I think this little embarrassment is punishment enough," agreed Rarity.

"Sweet mother o' Celestia, wha' Ah wouldn' give fer a camera right now!" added Applejack, the three of them laughing harder as Midnight was looking almost as red as Big Mac while trying to rip the diaper off, ignoring Twilight's giggling attempts to calm him down.

Chapter 5. A Friendship Forged

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It was late in the morning around Ponyville as Midnight followed Twilight's directions towards his destination. Earlier, he'd visited the library, asking Twilight if Ponyville had any metal workers and she'd suggested a smith by the name of Smoldering Anvil, who ran a forge from his home.

He'd forgone his cloak today and wore only his saddlebags, carrying something of considerable worth to Midnight, as he hoped this Smoldering Anvil could spruce it up. As he walked to Smoldering Anvil's place, Midnight was contemplating his stay here in Ponyville.

He'd stayed much longer than he'd intended and although his wanderlust was beginning to call him back to the road, he found himself more and more reluctant to leave. It was Twilight, he couldn't deny that to himself, and if he was being completely honest with himself, he had to admit that Twilight's friends were beginning to grow on him as well, even though he still didn't like Rainbow Dash much and was still sometimes annoyed by Pinkie Pie and Rarity's stuffiness was a different kind of annoying.

But then his destination was in sight and Midnight felt a pang of disappointment to see two earth pony stallions apparently packing up a wagon with furniture and other things. The younger stallion was tall and though he had a noticeable paunch he looked quite sturdy. His coat was canary yellow, his mane a dark brown, and his cutie-mark was an anvil. The older stallion had an amber orange coat that looked faded due to his age, his mane was gray, five o'clock shadow, and green eyes that yet retained some twinkle to them. He was on the sturdy and corpulent side as well, only his flanks were a little junkier, and they sported an anvil surrounded by blistering sparks as a cutie-mark.

"Well, that's everything," the older stallion sighed as he secured his belongings into the wagon before turning to the younger, "Are you sure about this, Terra?"

"I am, Grandpa," answered the young stallion called Terra, "Ponyville will be a great place to make a fresh start, and with me taking over your forge it'll still have a smith to offer his hammer and anvil to anypony in need of metalwork. Even if the work of Terra still has a way to go before it can compare to the work of Smoldering Anvil."

The grandfather, Smoldering Anvil, chuckled warmly as he then pulled his grandson into a strong embrace, "That does set my heart ease and I'm sure Ponyville will make you happy, grandson. Guess I'll be headed to the station."

Terra helped his grandfather strap himself to the wagon and said, "Give Dad and Pop my love when you see them in Canterlot."

"Oh I will, and you take care," Smolder gave his grandson a parental look, "Mind the fires of the forge, make sure the bellows work right, keep your tools organized, and your workspace clean. Good luck, Terra."

"Who needs luck when you've got skills hammered into you by one of the best smiths in all of Equestria?" Terra gave his grandfather a good-natured shove in the withers and the two laughed as Smoldering Anvil took his leave.

Terra turned to look at his new home, smiling at the workspace and took a deep breath, "Well then, may as well get this place started."

"Uh, hi?"

Terra looked to see he had a visitor as Midnight approached, "Sorry to bother you, but I couldn't help but overhear. You're taking over the smithy? Because I need something worked on and a friend of mine directed me to Smoldering Anvil's forge."

"Oh yeah, hello!" Terra was pleasantly surprised to see he wasn't even open yet and here was his first customer. "My grandfather's retiring and going to live with my folks in Canterlot. I volunteered to take over the forge for him and move here to Ponyville."

"Welp, be on the lookout for a pink earth pony named Pinkie Pie," chuckled Midnight, "Every newcomer gets a 'Welcome to Ponyville' party thrown by Pinkie Pie."

"I'll keep that in mind. So!" Terra cricked his neck and rolled his shoulders, ready for work, "What do you have for me?"

"How would you like to spruce up an ancient artifact?" asked Midnight as he opened one of his saddlebags and levitated out an old-looking shield. It was bronze engraved with the image of a winged four-point star over laurel leaves, causing Terra to gasp in utter disbelief!

"Th-th-tha- Is it...?! No, it couldn't be!" Terra gave the shield a closer look, holding his hoof to it yet not quite daring to touch it. "That's not... the fireproof shield Netitus!?"

"My friend, it is the fireproof shield, Netitus," Midnight nodded with subtle pride as he allowed Terra to hold it. "Wielded ages ago by the legendary hero and Cloudsdale Royal Legionnaire, Flash Magnus."

"...How?!" Terra could not believe he was holding Netitus in his own hooves! "According to legend, Netitus was lost well over a thousand years ago!"

"It's actually an interesting story," Midnight chuckled as he then pointed out the shield had a couple damages and could do with some polishing to restore its luster, "one I'd gladly share with you once it's fixed up."

"I-I'd be honored!" Terra smiled at Midnight before looking uncertain, "Mister...?"

"Blaze, Midnight Blaze," Midngiht answered, "and don't call me mister. I wager we're around the same age."

After giving Netitus a thorough examination, Terra reported, "Well, the good news is, the damages are superficial. I should be able to make the shield as good as new."

"And... the bad news?" Midnight raised a brow.

"The bad news is, Netitus is forged of a unique mixture of rare metals and ore," Terra went on. "This unique blend of ore, minerals, and metals are what makes it so fireproof that not even dragonfyre or lava can damage it. Which still begs the question, how do you have it?"

"Before I came to Ponyville, I've been a traveling merchant," explained Midnight, "Been to many places, seen all sorts of amazing things, and picked up some unique mementos and treasures throughout my travels. I found Netitus in the Dragon Lands, where some punk teenaged dragon was using it to ride rivers of lava!

"Seeing such a storied weapon reduced to a dragon's toy?! I killed that beast and claimed Netitus for myself."

"You killed a dragon?!" Terra gaped in shock.

"It was only an adolescent," Midnight shrugged it off, "and even though his gang weren't too happy about it, I challenged him to a dragon's duel. Killing him was acceptable if he didn't submit or otherwise."

"I see..." Terra wasn't sure he liked the way Midnight was dismissing his killing of a dragon, even if the dragons' culture deemed it acceptable. "Well then, why haven't you given Netitus to a museum or something? It's a priceless artifact, associated with one of the greatest heroes in pony history."

"That's my business..." Midnight answered firmly, "Besides, in a museum, Netitus would be just another relic gawked at day after day. Though I won't deny it'd be awesome to figure out how Netitus was forged and recreate the forging techniques to make more fireproof armaments."

"Well, in order to get the shield back to perfect condition, I'm gonna need some rare ores," said Terra, "maybe some diamond to reinforce the stoutness, among other things. But you can't find what we need around Ponyville."

"Well... I think I know a few places we could try searching," Midnight said reluctantly.

The "few places" Midnight had suggested, they turned out to be rather unsafe locations. First, they tried the Ghastly Gorge, only to come all-too-close to getting eaten by the native quarray eels. Next, they tried a rocky field Rarity had mentioned to Midnight once before as it was a place she used to visit to dig up gemstones. The two of them found themselves confronted by diamond dogs that wanted to enslave them, which turned out to be a mistake after Midnight zapped their behinds while Terra bucked them in the faces. Afterwards, they found themselves on their way to their last destination, which lay within the Everfree Forest.

As they entered those woeful woods, they were actually sharing a laugh as Terra said, "Did you hear the way that diamond dog whimpered after I bucked him in the nards?"

"Heh, I could almost feel his pain!" Midnight laughed in response, the two of them enjoying each other's company as they ventured into the Everfree.

Once they paused a moment to catch their breath, they took in the mysterious forest around them, notcing how oddly quiet it was. That wasn't to say the Everfree was completely silent. They heard faint chirps of birds, the cry of a cicada, and even the distant roar of a beast that sounded far away. It made Midnight think about how harrowing the day had been so far, and looking at Terra, he felt guilty.

"Say, uh Terra." Terra looked to the sapphire blue unicorn, who seemed down as Midnight went on, "I'm sorry for dragging you all over the place, all this danger."

"Are you kidding?! I can't remember the last time I went on an adventure like this," Terra shrugged it off with a smile, "I mean, yeah, nearly getting eaten by that eel was scary, but it was still kinda thrilling, and it felt good to pound on those diamond dogs. I've heard that they abduct ponies to make into slaves. Not to mention, I'm gonna get to repair the legendary Netitus! Well, as long as we can find the right materials."

"We managed to find a few good ores," Midnight said as they walked to the top of a hill and gazed down the other side, and they saw their destination. "But let's see what more we might find here. Guess I can cross the Castle of the Two Sisters off my list of places I've visited."

There it stood, ancient, decrepit, yet still standing after a thousand years of neglect and abandonment. Once so long ago was this the seat of Equestrian power, until the first defeat of Nightmare Moon and Celestia had Canterlot constructed upon the face of Mount Canterhorn. It was a grand sight but at the same time somewhat depressing.

"Welp, we aint' gonna find nothing standing here," Terra took the lead but as Midnight followed, he couldn't help but feel a strange chill in his coat as they approached the ruined castle.

Venturing in, the two stallions gazed up and around at the grand hall, noting the twin thrones and banners above them depicting which princess sat where. Much had worn or crumbled away from the passage of time and yet it instilled a feeling of awe and greatness as Midngiht and Terra entered, their hoofsteps echoing around them.

"Wow... Can you even imagine the histories that transpired within these walls?" asked Terra, his eyes as wide as dinner plates. "It's kind of sad to think it was all just left to languish like this."

"Well, after Princess Celestia was forced to banish her sister all those years ago, she could no longer call this place home," replied Midnight, recalling those times when he'd seen his old guardian crying in the privacy of her bedchambers. Unwilling to allow her subjects to see that side of herself. "Too many memories..."

"How do you know that?" asked Terra, looking to the blue unicorn, who reluctantly sighed as he looked back.

"Because I was once Celestia's ward."

"Her war- What?!" Terra gaped in shock, "You mean... she adopted you?!"

"I was left as a baby on the doorstep of an orphanage in Canterlot," explained Midnight as they walked around, exploring, "When I was still a baby, just about to become a toddler, I was able to use my magic in ways considered too advanced for a unicorn of that age, and I was well past the age of experiencing magic surges.

"The matron called upon Celestia for help, and the princess took me in, seeing me as raw potential she wanted to polish into greatness."

Terra noticed Midnight's tone turned resentful, "And... did she?"

"No, because when I was twelve, I'd had enough of her pressuring me," Midnight answered, his eyes narrowed, "So I ran away and have lived on my own ever since. I've traveled to many lands outside of Equestria, learned magic while experiencing a great many things the world has to offer. I've had my share of near-death experiences, Terra, and despite the hard times I've been through I wouldn't trade any of it for a cushy life as a pompous unicorn noble in Canterlot under Celestia."

"...Was she really that bad?" asked Terra, sounding concerned.

It was a long moment before Midnight finally answered, "Not all of the time..."

Terra felt he should say something although he felt defending the princess might not be the right thing to say. So he took a deep breath and spoke, "I didn't grow up in the castle, but my dad is the Royal Blacksmith. It's his job to make armor for the Royal Guard, as well as repairs and improvements. My dad would bring me to his work every now and then, show me his work. When I was old enough, I started learning from him, because it was a family tradition to train a smith for each new generation."

"Family traditions, huh... Sounds nice," Midnight said softly, sounding a little sad.

Realizing that family was a probably touchy subject with Midnight, Terra quickly took the conversation in a different direction, "So! Uh, Midnight, how long have you been living in Ponyville?"

"...I've been here about a month," replied Midnight with a shrug but the look in his eyes seemed better, "Longer than I originally intended, but when I ran into my old friend Twilight, I decided to stick around for a while."

"Twilight?" Terra raised a brow as the two continued to walk almost aimlessly through the dark and abandoned halls of the castle ruins. There was an awkward silence between the two. During that time, Terra couldn't help but sneak quick little glances over at his new friend that walked beside him and admire the stallion.
"This Twilight a looker?"

He cringed at the furrowed brow Midnight gave him and backpedaled as Terra held up his front hooves in surrender, "I was only asking, I swear! Besides, uh my... barn door swings the other way."

"Hmm," Midnight left it at that as they carried on.

"Say, when we get back to town, you think you can show me around a bit?" asked Terra. "I was planning to explore Ponyville after I got settled in, but here we are."

"Sure, we can do that tomorrow," offered Midnight, "It'd be cool to hang out with another guy. Twilight and her friends are growing on me, but a stallion can take only so much time with mares-"

*Ker-chick*

Midnight and Terra froze, hearing that strange sound and Midnight looked down to see his hoof was standing on an old panel in the floor that had given way under his step. They slowly shared a troubled look, having a bad feeling about this... when the floor gave way underneath Midnight and he screamed as he was swallowed up by darkness and the floor quickly closed up afterwards.

"Midnight!" Terra crouched down to the trapdoor, pressing his ear against it, but already did Midnight's screams recede, and Terra beat against it, trying to open in, "Midnight!!"

Midnight cried out as he was deposited into a dark space, sent tumbling horn over hoof before he came to a bruised stop. Groaning in pain, he managed to stand himself up despite his sore flanks and lit up the tip of his horn to find himself in what appeared to be a long and dismal hallway. Looking up, Midnight was dismayed when he couldn't see exactly from where he'd dropped into this situation. No tunnel, no opening, nothing to indicate a way back up. Just a flat ceiling.

Sighing, he looked down the hallway again, and thought to himself, Well, nothing else to do but try and find Terra.

But as he ventured forward, Midngiht felt a strange chilly breeze softly blow over his withers, which caused him to shiver as it strangely felt as thought something or someone had just breathed on him.

Terra pressed the side of his face to give the floor a closer look as he examined the spot where a trapdoor had suddenly swallowed up his new friend Midnight, but after Midnight had fallen in the trapdoor had quickly shut closed and it seemed as though it had vanished entirely. Terra desperately tried to feel he way along the floor in hopes to find the trap door or even the switch that opened it to begin with, all the while calling for Midnight in hopes to get some kind of response.

He found and received nothing.

Sighing, Terra stood up as he looked around, "Maybe if I just explore a little, I'll find Midnight."

But just before he could choose a hallway or door to take, Terra felt a warm sensation he couldn't queite describe, only that it told him one thing.

He was not alone.

Taking a more careful look of his surroundings, he caught sight of a figure at the end of the nearest hallway. It was too far to see it in detail, only that the figure gave off a soft and gentle glow of faint yellow. Terra froze, wondering if he was looking a t some kind of a ghost, except he didn't feel like this presence meant him any harm. There was only a gentle vibe of comfort of sorts, when the figure turned, revealing it was shaped like a pony but quickly vanished around a corner.

Gulping, Terra thought, I hope I'm not doing something stupid, as he went down the hallway and took the direction he'd seen the figure go.

There it was again, down the hallway, still too far but a little closer. The figure seemed to have a coat of pale gold and a mane and tail faint silver, and it still gave off a glow of gentle yellow. Judging from the distance, Terra could tell this pony-like presence was rather tall and since it lacked a horn or wings it was most likely an earth pony.

"H-hello?" he called out to the figure.

It didn't answer. Again it vanished around another corner at the end of the hall, so Terra continued to follow. Coming around the next corner, Terra froze to see the figure was much closer, close enough that the could tell it was a stallion and that the figure was large and strong and looking back at Terra with soft orange eyes that reminded Terra of the warm coals of a forge.

The figure seemed to smile as he entered a doorway and when Terra followed, he saw the figure had led him to what appeared to be a library or reading room, evident by all the books inside. But the figure was gone!

"Uh... was-was I seeing things?" Terra wondered aloud when a book seemed to fall from one of the shelves and laid open on the floor. Curious, Terra took a closer look... and was surprised!

The language was Old Equish, but he recognized enough words to see, "This is an old book on magical metallurgy!"

Picking it up, Terra was confused yet interested, a little unnerved yet eager to see what ancient smithy secrets this old book had in store, just waiting for him to read it and learn. Looking around, he noticed what appeared to be an old chair that seemed to be in good condition for being over a thousand years old. He gave it a look and wondered if it'd be able to support his bumper of a backside.

Preferring not to risk it, Terra looked and saw an old sitting cushion on a worn-out carpet and made himself comfortable as he looked at the book, saying, "Well this is why we came here and I'm sure Midnight will be okay for a little bit while I give this thing a quick look."

Meanwhile, Midnight was slowly making his way through the dark hallways, which ere beginning to feel more and more like a labyrinth. The walls were cold and decrepit stone, echoing his every hoofstep, and every time he passed by a door he'd find it locked or sealed shut from the weight of the castle above pressing down.

It was depressing, seeing this castle long abandoned and left to slowly fall apart. But recalling his old guardian's nights when he'd found her in her chambers, crying while gazing up at the moon and whispering 'I miss you'. The first time it had happened, when he was six, Midnight had approached her, holding a hanky in his mouth as he gave her eyes full of sad concern, and she'd gratefully accepted the gesture and given him a loving hug.

It was still one of his warmest memories of Princess Celestia.

He sighed, knowing he must have hurt her after he ran away all those years ago. He'd convinced himself it was for the best he go his own way, find his own destiny, and he'd done many things and been to many places in his travels. More than he'd have ever done if he's stayed in Canterlot, sheltered and pressured. Yet, he'd been living in Ponyville for well over a month, far longer than he'd ever stayed in one place since his early travels shortly after he'd run away, and Canterlot was only a train ride away.

He'd stayed because of Twilight, of course, and so far she'd kept his confidence by keeping her promise not to reveal to Celestia he was in Ponyville. But how long could that last?

Midnight always felt an ache inside when he thought of Princess Celestia, a mixture of emotions that troubled him so that it was easier not to think about Celestia at all. He felt guilty for running away yet he resented Celestia for the way she'd pressured him and made him feel like he was never good enough. But he couldn't deny he missed her, the only mother he'd ever known.

He shuddered from the feelings that almost felt like a curdling in his stomach... when he realized, Wait! It's actually getting real cold in here!

It was when he saw his breath that confirmed it, and Midnight knew at once. Dark and deep this place beneath the ruins was, it couldn't possibly be this cold, especially fall had yet to start. No, this felt... unnaturally cold! All of a sudden did Midnight fear that he might not be as alone as he thought.

Shuddering, the sapphire blue unicorn tried to shake it off as he thought, Don't sweat it, Midnight, just find a way up and find Terra.

But then he noticed a figure ahead of him in the stony hallway. Very carefully, he brightened his illuminated horn a bit, and was relieved to see it was just an old suit of armor. Approaching it, he gave the armor a closer look and saw how rusted and dusty it looked, "Hard to believe this thing's still standing after a thousand years."

But as Midnight passed the armor by, there was a slight shift in the air and then a rusty whine sounded and Midnight heard something fall behind him with a metallic KA-CHINK striking the ground! He froze up and slowly looked over his withers to see the armor's halberd had fallen forward... and missed his long leonine tail by mere inches!

He moaned fearfully as he pulled his tail up and held it like he did as a colt. Not many knew it, but Midnight took pride in his tail. It was so different and unique compared to other ponies' tails and though he did get teased for it a little back when he was a colt, he found his tail was so much more versatile and dexterous that the teasing never really bothered him.

"Gotta find Terra, and fast..." Midnight continued down the hallways, moving a little fast, and this time keeping his tail closer. Thankfully, he soon saw some stairs ahead and they looked like they went up.
"Oh thank Faust, maybe those will take me to the ground level."

But just before he could take the first step, a feeling of dread overcame him so that he froze mid-step and Midnight knew. Something was behind him. His instincts to run were trying to spur him up the stairs but for some reason his legs and hooves felt frozen that he couldn't move. Gulping, Midnight turned slowly to look back down the hall from which he came... and looking back from the deepest darkness was a pair of eyes glowing a sickening yellow!

The dread was turning into terror and Midnight was on the verge of screaming when the eyes seemed to close, causing whatever it was to seemingly vanish, only for a blast of bone-chilling cold to howl and Midnight cried out in alarm as he felt the cold and some kind of sensation wash over him. It felt like being blasted with thick vapor and it caused his whole body to go numb and that awful sensation of pins and needles followed after that Midngiht collapsed and started gasping, which made it worse!

He felt that same cold enter him as he accidentally breathed it in! But then... almost immediately, the cold vanished, as did the paralyzing numbness that had overcome him, and Midnight was panting from his heart beating so hard it felt like it was going to burst out of his chest. When finally he began to calm his heart down, he managed to sit up onto his haunches and noticed it wasn't as dark as it had been before.

He could even see a faint light coming from up the stairs, and that feeling of dread was gone as though it had never been here.

But Midnight knew better... and he scrambled to his hooves and hurried up the stairs, screaming, "TEEEEEEEEERRRRRRRRRRRRRRRRRRRAAAAAAAAAAAAAAA!!!!!!!!!!!!!!"

"TEEEEEEEEERRRRRRRRRRRRRRRRRRRAAAAAAAAAAAAAAA!!!!!!!!!!!!!!"

"Snnrk- Huh?! What th-!?!?" Terra had dozed off while reading the book on magic metallurgy when the distant yet unmistakable scream of Midnight calling his name roused him from his rest and Terra stood up, only to feel something over his withers get caught under his hoof from standing up and he brayed in alarm as he fumbled and slipped, falling back onto his sizeable plot.

Shaking off the sudden rush, Terra realized there was an old yet comfy blanket around his neck and shoulders, which bewildered him, "Where did this blanket come from?"

"TERRA!!!!!"

"Huh?! Oh- Midnight!" Terra made sure to grab the book as he hurried out the door of the reading room and quickly turned to the lef-

*CRASH!!!!*

Terra slumped to the floor, groaning in pain from his aching face and heard another equally-agonized groan and he looked to see it was, "Midnight! You're here!"

"Ow... Terra?" Midnight looked to Terra and suddenly realized something. "Terra... did we just...?!"

Terra was confused before he suddenly realized what Midnight was asking. He then realized the pain he was feeling was mostly around his mouth, and he could see Midnight gingerly rubbing the area around his own mouth.

Especially his lips.

"Uh..." Terra felt his face warm up with a blush, but then Midnight shook it off.

"Never mind that- Terra! We gotta get the hell outta here!" Midnight grabbed Terra's face, smushing his cheeks together as Midnight was clearly panicking, "This place is freakin' haunted!!"

"Hawnteth?" Terra echoed, unable to speak perfectly with his face being mushed together.

"Yes! Something evil is here, it attacked me! LOOK!!!" Midnight hugged Terra close with one foreleg while pointing the other towards some stairs he'd just come up from.

...

Nothing happened.

Terra looked at Midnight, who was still tense and nervous before clearing his throat, "Um, Midnight... maybe you-"

"I did NOT imagine it, Terra!" Midnight snapped, looking wound up. "Something cold, something scary, something with glowing yellow eyes scared me so bad I damn-near pissed my hooves!"

Terra could tell Midngiht was sincerely afraid and then remembered the ghostly pony he'd seen earlier that had led him to the library where he'd found the book on magic metallurgy. Very wisely, he decided not to bring it up and said, "L-Look Midnight, forget what you saw and look at this!"

He held up the book to Midnight's face, saying, "I found this while exploring and I think after we translate it, we can finish sprucing up the shield Netitus, like we planned! Maybe even improve it."

Midnight was annoyed that Terra was changing the subject, but taking a look at the book, he saw exactly what the big smith pony was talking about.
"This... this book details the processes of forging magical metals that aren't even used anymore! Th- Terra! This book could bring back magical metals that were lost ages ago!"

"Right?! Fixing up Netitus will only be the start!" Terra agreed, "So why don't we head back to Ponyville and look into this further?"

Terra took the book and started going down the way he'd come from earlier and Midnight paused for a moment as he looked back at the stairs from where he'd had his terrifying experience. A slight chill in his spine spurred him to follow Terra and quit this place forthwith.

It was a great relief to finally emerge from the Everfree Forest and see Ponyville just ahead, cast in the soft brilliance of the sun as it was going down. Now that Midngiht was fully assured that all was well, he sighed, "So, I guess we'll be able to fully repair Netitus with that book providing some helpful tips."

"Yeah but there is a problem," Terra was troubled as he leafed through the fragile pages of the book very carefully, "This book is old and I'm really scared that if we handle it too much it'll fall apart. Not only that, it's written in Old Equish; I can read it a little but most of it is lost on me."

"Hmm, I studied some languages when I was a colt, but I'm afraid my Old Equish is rusty as well," Midnight considered, "A Translation Spell could help, but I'd need to study the spell before I try casting it."

"What about that Twilight Sparkle you mentioned earlier?" suggested Terra, "You said she's kind of a brainiac and would probably jump at a chance to translate an old book like this."

"Maybe..." Midnight agreed albeit reluctantly so that Terra easily noticed.

"Say Midnight, if you've been a traveler for a long time, how come you're still sticking around Ponyville?" asked Terra, just barely hiding a knowing smirk. "You said you've been here longer than you intended, right?"

"Yeah..." Midnight nodded, looking at the ground as they kept walking.

"It's Twilight, huh?" Midnight looked at Terra and though now the big earth pony was smirking, it was kind and understanding.

Taking a deep breath, Midnight said, "Yes. It is. Ponyville was supposed to be just another stop for a rest, Terra. A place to take a short break, restock on supplies, and then move along. But then I saw Twilight. I was so nervous and surprised that I honestly tried to avoid seeing her, but one of her friends Pinkie Pie took the decision out of my hooves, and I wound up catching up with Twilight and... I've been here in Ponyville ever since. But I only stayed after I made Twilight promise me not to reveal to Princess Celestia that I'm here in Ponyville."

"Midnight... Do you still want to leave Ponyville, eventually?" asked Terra all of a sudden, that Midnight gave him a perplexed look. "Because it sounds to me that you don't actually have any inclination to leave. You talk about how you didn't expect to stay so long and that its because of Twilight. But you never talk about leaving."

"That's... true, "Midnight conceded.

"Not only that, but even though you've avoided her for so long," Terra continued, "deep down you know that at some point you're gonna have to face the princess and talk. I know it won't be easy, and both of you probably still have issues with the other, but it's not fair to her or to yourself to continue this avoiding Princess Celestia."

"Mmm..." Midnight didn't respond but he knew Terra was right.

"Not only that, but it's clear Twilight is something special to you," Terra pointed out, Midnight trying to hide his blush as the big yellow earth pony added, "You said it yourself, that she's the reason you're still here. So Midnight, you've got to stop making excuses and come to a decision. And if things don't work out with her as you might hope, you're always welcome in my forge if you need a shoulder to lean on."

Midnight looked to Terra again and noticed the earth pony give him a wink, and it caused Midnight to blush even more but it also made him smile a little.
"You're right, Terra, thanks for the talk."

"Anytime, my friend," Terra replied as he gave Midnight a friendly shoulder-shove and the two stallions laughed before Terra offered the book, "Why don't you take this to Twilight and ask her to help you translate it? I'm sure the two of you would enjoy doing that together."

"Alright, I will," Midnight accepted the book and saw that Terra's house and forge were ahead, "You mind if I leave Netitus with you?"

"I'll keep it safe and secure in my forge," Terra assured, before chuckling to himself. "We got so carried away with this whole thing that I totally forgot you came to me just for it to be spruced up! I'll see what I can do tonight and hopefully I'll have it looking as good as new by tomorrow morning! Albeit, not as sturdy and fireproof as legends say. See you then?"

"Definitely," Midnight agreed as he turned the other way, "Later, Terra, and thanks for today!"

"Bye!" Terra waved Midnight off and once the sapphire blue unicorn was out of earshot, Terra sighed, "Aw well, guess his barn door doesn't swing my way. Still, I'd say I've made a pretty cool friend and it's only my first day here in Ponyville."

Chapter 6. Gut Buster

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Canterlot. The royal capitol of Equestria, known also as the City of Unicorns as its population was nearly all unicorns, and it was also well known for its many attractions like Restaurant Row, its own Wonderbolts Derby, and for Princess Celestia's School for Gifted Unicorns producing the most learned and skilled unicorn mages, wizards, and enchantresses, to name but a few.

With its alabaster white towers gilded with gold, it shone upon Mt. Canterhorn like a lovely white rose, but as do all roses it hid a number of thorns, such as corrupt business ponies and even criminals hiding amongst the dregs.

But that was no trouble for the elite Royal Guardsponies, sworn to protect and serve the Princess and the citizens of Equestria, such as the two guards on Patrol in the cultural arts district. Both of them were pegasi, with the taller having a tangelo orange coat with a light blue mane with a darker highlight, and his cutie-mark was three spearheads pointing together.

Beside him was a younger pegasus, with a brighter orange coat and a two-toned sapphire mane, his cutie-mark a blue shield overlaid by a bolt of lighting.

The two of them marched with their gazes bold and their heads held high, displaying their pride and their authority. Although the older pegasus had a weary look in his eyes.

As they came to a corner just outside the public park, he said, "Let's pause here a little while, eh rookie?"

"Uh- Yessir, Sergeant Spearhead, sir!" the younger pegasus saluted.

"At ease, Flash, we're just taking a quick break," assured Spearhead as he removed his helmet and sat down on a nearby park bench. "C'mon, sit with me."

"...Are you sure, Spearhead?" Flash asked but he sat down anyway. "We're supposed to be on patrol, and any moment we're not on our guard is an opportunity for some lowlife to cause trouble!"

"Flash, ya gotta chill, dude," Spearhead sighed, "I respect your passion, but you gotta keep that passion cool with some caution and patience."

"A Royal Guard must ever be on alert, ready to take action whenever they are needed," Flash responded while keeping an eye out for potential trouble.

"And how many times have you taken action only to make a mess?" Spearhead raised a brow. "Ever since you graduated from the military academy, you've caused a lot of trouble because you jumped at whatever, thinking some crook or trouble was going on."

"Uh-huh..." Flash responded, not really listening.

"Like that time we were on duty during a charity auction," Spearhead brought up, getting the same not-listening response from Flash, "and there was that escorting we were doing for that diplomat from Minox."

"Hmm," Flash was still not listening, keeping an eye out, like an eagle surveying its territory.

"And you remember the Shirish Coffee you had the day we went to Fillydelphia?"

That last one finally got Flash's attention, causing him to gulp and look nervously at Spearhead, who was giving him a raised brow, "Flash, buddy, I get it. You come from a storied lineage, and you feel pressured to live up to it. But don't forget, you're not your family or your ancestors. You're you! You have to be the you that you want to be, not what anypony else expects, and that also means being a Royal Guard of your own worth."

Groaning, Flash finally responded for real, "That Shirish Coffee will haunt me to my dying day..."

"Eh, you only made a bit of a fool of yourself in front of that celebrity," Spearhead teased with a playful shove with his wing.

"Well, hey! You're the one who gave me the Shirish Coffee to begin with!" Flash protested but he was smiling back as he smacked Spearhead's shoulder with his own wing.

"Only because I thought you were being too high-strung," debated Spearhead as the two guards shared a laugh, only for it to be cut short by a distant scream!

They looked down the street and just saw an earth pony wearing a flatcap run by, a bag in his mouth, and down the way he came from there was a unicorn mare in a dress, looking upset as she shrieked, "HELP!! HELP!!!"

"There's trouble and a thief, ahoof, Spearhead! It's on!" Flash wasted no time as he gave chase, ignoring Spearhead's yells to come back.

Chasing after the thief who'd just run by, Flash shouted after him, "Stop in the name of the law!"

The thief ignored him and turned a corner into a busy square full of ponies out and about, some overseeing souvenir or food stands, others doing street performances. Flash lost sight of the thief and took flight for a vantage point. Scanning the crowd of ponies, he searched, but too many of them were wearing hats and he'd barely gotten a glimpse of the thief. All he'd seen was the guy was an earth pony with a light gray coat and a clover green tail. Unfortunately, he hadn't gotten a good look at the thief's cutie-mark.

"C'mon, outlaw, where are you...?" Flash muttered urgently to himself as he scanned the ponies going to and fro, when he noticed one of them in a hurry and couldnt;' see a mane as it was covered by a flatcap!

Focusing his pegasus vision, he zeroed in and nodded once he had a good visual, "Target acquired!"

With gusto, Flash gave a mighty flap and dove straight for the thief... only for a bunch of balloons to rise up out of nowhere, blindsiding the impetuous guard and some of the strings entangling with his wings. He cried out in alarm as he fell and crashed into a vendor pony's fruit stand! As fruity produce was scattered across the ground, bruising them, Flash scrambled to his hooves and resumed the chase on hoof, yelling, "STOP!!"

Apparently the thief was ignoring him, so Flash sped up and knew he couldn't afford to lose his quarry in the crowd. He leapt up onto a picnic table, which just so happened to be in use by a family, ruining their picnic lunch, and he leapt from table to table, disturbing other ponies and making messes, all the while doing his best to catch up to the thief.

Reaching the edge of the square, Flash sped after the thief down another street.

"You're only making it harder on yourself!" he warned but still the thief ran.

They came to an intersection where ponies were drawing fancy carriages or pulling wagons full of goods. The thief saw how busy it was and screeched to a halt, only for Flash to yell, "YAAAAAUUUUUGGGGGHHHH!!!!!!!!" as he tackled the stallion from behind, causing the two of them to somersault forward. Two ponies suddenly getting in the middle of a busy intersection quickly domino'd into a traffic jam of turbulent proportions. The ponies pulling their coaches, carriages, buggies, and wagons all tried to slow down, turn another way,

Miraculously, Flash and his caught felon were completely unharmed, as Flash was now sitting on his target's head to keep him restrained, and saying, "You're under arrest for petty theft, resisting arrest, and-and....well, I'll think of a third thing once my partner shows up."

It seemed that this crook was too stubborn to give up and admit defeat. His hind legs swung and kicked frantically in the air while he desperately tried pushing pegasus sitting on his snout off. He was even trying to shout probably throw a few vulgar insults, but those words were muffled and unheard through those toned, orange flanks.

An idea popped in Flash's head as he looked down at the criminal making pathetic attempts to escape from under his butt of justice. An idea that would definitely make this criminal think twice before committing another crime again. Especially a crime as petty as purse snatching.

A sinister grin spread across Flash's muzzle as he hiked his left hind leg up. "You have the right to remain silent!" Flash stated as if he were mocking the criminal, right before letting loose of a long bellow of hot air right into the criminal's snout! Flash sighs from the satisfaction of venting out all that built up pressure he's been holding in all day while on duty, which is followed by deep chuckle as he watched the criminal stallion's hind legs twitch ever so slightly from having to endure such a mighty fart directly to the snout. Likely paralyzed and speechless from the foul stench.

"FLASH!!!"

Flash finally took in his surroundings and felt his feathers molt in shock to see the chaos around him. Several wagons and carriages had overturned, spilling goods or passengers, some had crashed into places of business, and there were injuries.

Flash felt his blood run cold with realization as he saw Spearhead, giving him the most disappointed look the young pegasus had ever seen and he uttered, "Uh-oh..."

Flash could remember the day he got sent to the principal's office for pranking his third grade elementary school substitute. How afraid and nervous and tight his chest felt when he'd been glared down by his principal. That was nothing compared to the look Captain Shining Armor was giving him from across his desk.

"This... is a black mark, Private Sentry," Shining Armor spoke calmly yet there was a tense edge in his tone. "Multiple counts of property damage, endangering and causing the injury of several bystanders, causing a mass traffic accident, and assault in the form of farting on an innocent pony's head!"

"I- But- He was... he was a thief, Captain!" Flash protested desperately, "A purse snatcher!"

"SILENCE!!" Shining Armor snapped, "Your so-called purse snatcher was a courier in a hurry to deliver important documents for his client! Your SO Spearhead reported to me that you heard a mare crying out for help, and you saw that courier running, so your misjudgment is understandable-"

"But if he wasn't a thief, why was the mare screaming for help?" interrupted Flash, only to get such a stink eye he shrank back and zipped his lip.

"Because... if you'd checked on the mare first, you'd have found out she was startled by a rat that crawled out of the storm drain," answered Shining Armor with an even scold, causing Flash to sulk as he now felt more stupid than he'd ever felt before.
"Flash... this is the final straw. Your reckless actions have resulted in multiple counts of property damage and caused injuries to bystanders! You've tarnished the honor of the Royal Guard and the trust the public has in us! And this isn't the first time you've caused trouble, but this is most certainly the worst.

"I have no choice, Flash Sentry..."

"I understand, Captain," Flash bowed his head in sorrow as he reached into his uniform and pulled out his Royal Guard badge.

He placed it upon the captain's desk and stood up, "I'll go pack my things..."

"Oh no, you're not getting off that easily!" Shining Armor tut-tutted, "I'm not sacking you, Flash. I'm demoting you."

"D-demoting?! But sir, I..." Flash was confused, "I'm a private, the lowest rank there is! I can't go any..."

Then he noticed Shining Armor raise his brow and ever so subtly smirk and all of a sudden Flash had a bad feeling as he gulped, "There is another low I can go, is there..."

"Oh yeah... Flash Sentry, you are demoted. From Royal Guard, rank private..." Shining Armor paused for dramatic effect, "to police officer."

"P-poli- What?!" Flash was confused. "Captain, I don't understand!"

"Effectively immediately, you are on probation," explained Shining Armor, obviously enjoying this, "and as such, you shall be reassigned and relocated to carry out your probation as a police officer, charged to protect and serve the community where you will be assigned, until you have proven yourself a respectable officer of the law."

"But where?! And... for how long?" asked Flash, confused and nervous.

Shining Armor raised a brow and responded, "Longer now. As for where you'll be serving your probation... I have a certain place in mind, and I believe I have just the pony to serve as your supervisor. Pack your things, Sentry, because you're going to Ponyville!"

"Uh...." Flash said, completely stupefied and with a dumb look on his face.

It was mid-morning when Midnight knocked onto Twilight's door. When it opened, Midnight couldn't help but smile to see Twilight, who beamed to see her visitor, "Oh, good morning, Midnight. What brings you by?"

"Hello, Twilight, I'm sorry if this is a bad time," Midnight replied, rubbing the back of his head in a awkward sort of way.

"Not at all, please come in," Twilight invited and Midnight entered. "Can I offer you a drink or something?"

"Um, sure, ice water would be nice, thank you," Midnight couldn't help but admire Twilight's library. "If you don't mind me saying, Twilight, your library is very special."

"Well thank you, Midnight, but I didn't build it," Twilight giggled as she levitated in a pitcher of water and two glasses as she led Midnight to a nearby coffee table with sitting cushions for them to rest their flanks on. Once both were comfortably on their haunches, Twilight poured the ice water and offered Midnight his glass.
"When I first came here to Ponyville, Princess Celestia arranged for me to stay here since the old librarian moved away and they hadn't found a replacement. After I officially moved here, I took up the job as librarian to provide the service to the locals. Not to mention, it gave me access to a ready supply of books!"

Midnight chuckled, "You're every bit the bookworm I remember, Twily."

Twilight smiled back, "You and my brother are the only ones who still call me that. I'm glad to see you're still the same Midnight I remember."

"Well... i wouldn't say I'm exactly the Midnight you remember," Midnight responded with a hesitant look, to Twilight's puzzlement. But before she could ask what he meant, Midngiht reached into his saddlebag and pulled something out.
"Anyway, the reason I came to visit is because I have something here I'd like to share with you. A friend and I went exploring and found this old book in the Castle of the Two Sisters."

Almost immediately, Twilight's eyes lit up as Midnight explained, "It's a book on magic metallurgy and it's written in Old Equish. My understanding of the language is... amateur at best, so I was wondering if maybe you'd like to-"

"Translate it?!" Twilight had stars in her eyes as she looked at the book with awe and very gently opened it with her magic. Her eyes scanned the age-old words and illustrations, her smile growing wider and wider with every word she read.
"Midnight, this is so fascinating! I'd love to-"

"Twilight!"

The moment was interrupted as in came Spike, Twilight's little dragon assistant, holding a letter, "You've got something, from your brother, Shining Armor."

Walking away from Twilight's library, Midnight was a little bummed that she'd had to cut their visit short, But maybe I should check on Terra, see how he's doing.

Making his way to Terra's forge, Midnight knocked on the door but there was no answer. He tried knocking again but this calling, "Terra? It's me, Midnight! Can I come in?"

Again he was answered with silence, so Midnight decided to check just to be sure. It was still morning, after all. A quick sensor spell told him Terra was definitely inside, only he could sense Terra was actually in the forge around the front of the house. Stepping around, he approached the door and noticed it wasn't locked.

Opening it, he felt it was warm inside and just a tad musty from the smell of ashes, but it somehow made for a surprisingly cozy atmosphere.

"Terra?" Midnight called softly as he entered and he heard snore inside. Lightning up his horn, he stepped around a wall and found Terra snoozing by his anvil, Netitus hanging on the wall behind him. Midnight looked at the way Terra was sleeping and found it surprisingly cute. The big yellow earth pony was lying with his front hooves curled up under his head while his sizeable rump stuck in the air, looking plump yet firm in quite an appealing way (Midnight all of a sudden had the thought of playing bongos on Terra's butt), his dark brown tail slowly swishing back and forth, perhaps indicating to whatever Terra was dreaming about.

Then Midnight looked up at Netitus and was pleased to see it looked almost as good as new. It was polished to the point of being able to see his reflection in the metal, the scuffs and scratches and burns were gone, and while there was still a noticeable tear in the upper left edge of the shield and the magic that gave Netitus its fireproof qualities needed to be restored, overall it looked amazing!

"Incredible!" Midnight exclaimed, almost forgetting Terra was still asleep, which roused the blacksmith pony from his slumber with a confused snort.

"Snrk- uh, wha...?" Terra groaned before sitting up and yawning loudly and stretching his legs and spine from his awkward sleeping position.

"Oh- Sorry, Terra, g'morning," Midnight said apologetically, "I just saw the work you did on Netitus and by Stormbreaker's balls, Terra! You've got the hooves of a master smith!"

"Oh! Uh- Heh, thanks Midnight, but I've still got plenty of learning and practice to do before I can be considered a master smith," Terra chuckled modestly.

"Maybe, but seriously Terra!" Midnight looked at the shield again, "I thought you'd be good but this blows my mind! Granted there's still a little more work to do to restore it to its full pride and glory, but be that as it may, I insist on treating you to brunch."

"Oh, that's okay, Midnight, I-" Terra tried to decline, only for his golden gut to respond with a monstrous yet eager gurgly growl of healthy hunger, which caused Terra to blush and Midnight to laugh.

"Welp, guess that settles that!" Midnight chuckled. "And besides, you still haven't had a proper tour of Ponyville after I dragged you out on those excursions we had the other day."

"I guess you're right," Terra rubbed his hungry belly to calm it down, "and the beast has spoken. Let's go!"

Arriving at the local café, Midnight and Terra were seated by the waiter, Savoir Faire, who gave them their menus before asking, "May I start you off with anything, monseiurs?"

"A couple of chilled colt colas, please," Midnight requested.
"Uh, yeah, could we also get some appetizers while we wait too?" asked Terra before pointing out which ones he wanted from the menu.

Savoir nodded before leaving to get the stallions their drinks and appetizers and Midnight said, "You sure you want to start off with appetizers, Terra? We haven't even ordered our meals yet."

"Oh don't worry about me, Midnight," Terra waved off the concern as he continued to peruse the menu, "I've always had a healthy appetite."

"I don't doubt that," shrugged Midnight as he began to browse what he wanted to eat too, but then he asked, "So tell me, Terra. Where'd you learn to be a blacksmith anyway? I remember you telling your grandfather to say hello to your parents in Canterlot. Is that where you're from?"

"Huh? Oh yeah!" Terra perked up from his menu, which he'd been engrossed with the optional meals, "Canterlot born and raised, even though I'm no snob like those among the Canterlot Elite. One of my dads is the Royal Blacksmith for the Royal Guard, and he's always making sure that the guardsponies are well-equipped, and he's always looking for any way to improve the armor and weapons he forges.

"He and my grandpa taught me everything I know!" Terra declared with such pride that Midnight couldn't help but notice Terra's tail wagging behind him.

"Huh. I figured the Royal Guard had a smith," Midnight responded, leaning forward in interest, "but I never really paid much attention to the Royal Guard, even though Twilight's brother joined as a junior recruit way back before I ran off. I was always studying and practicing my magic, per Princess Celestia's wishes."

Terra noticed the slight resentment in Midnight's tone there and said, "I'm... sure she just wanted you to be prepared for your future."

"There's that, I guess," Midnight shrugged, "If I hadn't known even half of what I knew before I ran away I'd have never survived on my own."

Terra's ears went down, a physical indicator of his sympathy, and Midnight quickly cleared his throat and changed the subject, "So, uh... what was it like, growing up in Canterlot? Your dad may have been the royal smith but you and I obviously never met."

"Well, you and I probably never met because I've only ever been in the forge and the training grounds at the castle," replied Terra, "My dad, Iron Anvil, would often take me with him to work and teach me how to be a smith while my other dad, Bastion, would take me to the training grounds at the end of his shift so we could practice some swordplay. Y'know, just some quality time with each of my dads!"

"Dads? You have two fathers?" asked Midnight, genuinely interested.

Terra sheepishly rubbing the back of his head. "It's a bit of a long story, but yeah I have two dads. They both raised me for as long as I can remember, and I love them both equally as my parents."

"I wish I'd had parents, even if they'd been same-sex," sighed Midnight while resting his cheek onto his hoof. "Don't get me wrong, Celestia was a good guardian, but... well, I used to wonder how my life would have been if I'd had normal parents."

Terra felt his heart sink to see his friend look depressed, and he wasn't sure what to say next. Thankfully, the awkward moment was saved by Savoir Fare's arrival.
"Your drinks and appetizers, monsieur."

"Oh! Thank you very much," Terra said just a tad too loudly before leaning over and whispering to Savoir, "Impeccable timing."

"I try, monsieur," Savoir whispered back before he cleared his throat and pulled out a pen and notepad, "Now, I trust you've had time enough to decide on your meals?"

Midnight was reconsidering ordering a meal as he saw the large portions of appetizers Savoir had just served them, but Terra spoke up before he could say anything.
"Let's see, I'll have..." Terra halted for but a moment and then the moment ended, as Terra asked for this, for that, for these, for those, a side of this, two bowls of that dipping sauce, to add a little garnish to that dish, going on and on to the point where his order was enough to feed a family of eight, leaving both Midnight and Savoir dumbfounded.
"Oh, and I'll probably need some refills of my colt cola so I'll be able to wash it all down."

"Er, as... you wish, monsieur," Savoir hoped the pantries and refrigerators were stocked this morning, and he turned to Midnight, "And.... you, monsieur?"

"Uh, I'll have... a platter of spaghetti and wheatballs, covered with parmesan cheese, and garlic bread with marinara dipping sauce, please," Midnight requested though he was already starting to regret offering this brunch to Terra and hoped his funds would be able to cover it.

"Very good, monsieurs," Savoir cleared his throat, "Completing your orders... may take some time, so until then, enjoy the appetizers and let me know if you need anything else."

"Thanks," Terra smiled as Savoir left, and he noticed Midnight giving him a look. "What?"

"Terra, I get you have a big appetite, but are you sure you can eat everything you just ordered?!" Midnight looked flabbergasted.

"Pff~" Terra responded with a roll of his eyes and an wave of his hoof. "That's nothing! This is like a normal serving of dinner when I was barely in my teens. You should see how much both of by dads could eat in one sitting!"

"Well... okay," Midnight gulped, knowing this brunch wasn't going to be cheap, which Terra noticed.

"Oh! No worries, Midnight, I'll cover my half of the bill," Terra assured, "I'm used to paying for meals like this. I know you wanted to treat me, but let's just split it, huh?"

"Okay, if you're sure," Midnight was somewhat relieved but he knew even half the bill was going to be expensive... when all of a sudden Terra ceased any interest in conversation and dug in like there was no tomorrow!

Midnight and other patrons of the café watched mortified as Terra scarfed and gulped and om-nom-nom'd and slurped, and though it was kind of disgusting, Midnight couldn't help but be impressed, It's been over a minute and he hasn't come up for air!

Suddenly realizing he had to be ready to pay the bill, Midnight dug into his magic saddle bags. These bags were among his biggest achievements in his magical studies, as the art of creating extra-dimensional space was very difficult. He'd had to learn from books and through trial and error, recalling some of the objects he'd lost from his earlier attempts to create magic bags, Good thing I didn't use live test subjects back then...

But as he dug through his bags, Midnight was having trouble finding the pocket inside where he kept his Bits, partly because some of the pockets inside had his other possessions on the verge of spilling out. Sighing, he started taking things out to make his search easier, such as his Obsidian Eye, his Lookout Glass, a Pink Pearl he'd been gifted by a Seapony, a magic charm bracelet where the "charms" were actually shrunken objects, his Skeleton Key he stole from a Cat in Klugetown, the roll of Magic Cloth he'd spun with his own mana, his Power Belt which triples the wearer's strength and stamina, an oil painting which was actually a portal to the place the painting depicted, and then he started pulling out phials of his potions.

One of which he absentmindedly set a little too close to Terra's side of the table.

As Terra was already nearly through with his appetizers, he felt the need to wet his whistle and reached for his cola, only to unknowingly grab the potion phial Midnight had set on the table, rather close to Terra's drink. He quickly guzzled the phial, washing down the food in his mouth, so he didn't really notice the taste of the liquid, while he set the phial back down onto the table, only for it to teeter over the edge and onto the ground below.

Once he'd gotten it all down, he licked his lips and noticed his drink was still full. Unsure of what had just happened, he shrugged it off, not realizing the potion was already doing its work inside his system.

"Phew, here it is," Midnight pulled out a sizable pouch of Bits and kept it at the ready while he magick'd all the objects he'd pulled out back into his bags.

"I hope our food shows up soon," Terra felt his belly grumble as he rubbed it, not even close to being satisfied, "The beast demands satisfaction."

"Heh, well I'm just glad I'm not an appetizer on your plate, Terra," Midnight joked and the two of them shared a good laugh when they heard a 'hem-hem', and looked to see it was Savoir Fare pushing a food-serving cart with his snoot while pulling a second one behind him with his tail.

"Your meals, monsieurs," Savoir declared as he started putting all the dishes of food Terra had ordered onto his side of the table, creating a mountain of food Midnight couldn't see Terra over. Then Savoir served Midnight his spaghetti and wheatballs with garlic bread and marinara sauce, and he made sure to give them refills although only Midnight had taken a few sips of his drink while Terra's was still full and already condensing.
"Bon appétit."

"Time to dig in!" Terra cheered and again his gluttonous scarfing resumed while Midnight awkwardly chuckled and prepared to eat his first bite when he saw something on the ground.

"Huh?" He levitated it up and saw it was one of his potions, except it was empty. "Aw, it must've tipped over and spilled onto the ground. Aw well, it's not that hard a potion to make."

Shrugging, Midnight stowed the empty phial into his magic bag and started wondering as he began to eat, "Should I restock on ingredients? I haven't needed an Elasticity Potion in a while, but it always pays to be prepared."

Finally enjoying his meal, Midnight ignored Terra as he continued to inhale his mountain of food, although it was already shrinking to the point where it wasn't even a hill. Midnight realized that Terra wasn't always chewing his food but rather swallowing mouthfuls whole, which disappeared down his gullet as big bulges in his throat. Indeed, his floofy round belly was ballooning by the second, rounding out and expanding like a rising souffle in an oven.

Yet again, disturbing as it was, Midnight couldn't help but be awed, impressed by Terra's mighty appetite and how he ate without pause and seemingly without breath.

In a short while, Terra had finished all of his food and his belly hung out between his legs as he sighed although he didn't seem to be satisfied, and Midnight still wasn't finished with his own meal. Then he noticed Terra eyeing his spaghetti and was beginning to drool, "Are... you gonna finish that?"

"Seriously, Terra?! You ate practically half your weight in food and you're still hungry?!" Midnight gobbledygooked in disbelief, "Look how big your stomach is!"

"I know, but..." Terra gazed down at his belly in dismay, patting it, and finding it strangely bouncy, "for some reason, I just can't help but feel as though I could still eat more. Honestly, Midnight, I... I'm feeling kinda... loosey-goosy, or something."

"I trust the meal was satisfactory, gentlecolts?"

"WHAA!" Midngiht and Terra jumped in their seats to see Savoir at the side of their table when he hadn't been there a moment ago.

Once the feeling of surprise passed, Midnight noticed Terra was about to say something, but quickly interjected, "Uh- Yes! Everything was great and we're ready to pay for that fantastic meal and service."

"Wha-!? But i'm not full-" Terra tried to protest, only for his mouth to literally zip closed, and he noticed Midnight's horn glimmering, obviously having cast a spell.

"I have my half of the bill here," Midnight offered the pouch of Bits, "and you can put the rest on Terra's tab. Oh!"

Midnight quickly fished out a ruby the size of a robin egg from his bag, "And consider this a generous tip, good sir."

"My, my! Your generosity is most appreciated, sir," Savoir accepted the ruby and collected the pouch of Bits, "Monsieur Terra's tab will be established and waiting for him to pay it the next time he visits our café. Have a good day, monsieurs."

Pulling the zipper on his lips open, Terra tried to protest again, "But I-"

"Time to go," Midnight declared as he levitated the bloated earth pony and took him away, much to Savoir's relief.

"Thank Goddess, our kitchen stores couldn't take another order from him!"

After leaving the café, Midnight decided to take Terra on a tour around Ponyville, introducing the smith to some of the locals, like Mr. Davenport and his Quills & Sofa store, Ditzy Doo the klutzy yet sweethearted neighborhood mailmare, Big Macintosh over at Sweet Apple Acres, Cheerileee, the schoolteacher of the Ponyville Schoolhouse, and Doctor Time Turner Whooves, the local mad scientist and keeper of the Ponyville Clocktower.

All the while Terra kept asking if they could find another place to get something to eat, only for Midnight to get pushy and move him along.

After a long tour around town, Terra collapsed onto a park bench, whining, "I can't... go on... much longer. Gotta... find... eats!"

"Alright, fine, mister drama pony," Midnight sighed before smirking, "Because it just so happens I saved the best for last... Time to get something sweet at the local bakery and sweet shop, Sugarcube Corner!"

"Really?! A bakery that also sells sweets?!" Terra sat right up with happy stars in his eyes.

Chuckling, Midnight said, "C'mon, let's go."

Reaching Sugarcube Corner didn't take long, all the while Midnight told Terra about Carrot Cake, his wife Cup Cake, and their recently born twin foals, Pound Cake and Pumpkin Cake. As they neared the door, Midnight was saying, "...and try not to be overwhelmed by their employee, Pinkie Pie."

"The... party pony you mentioned before?" asked Terra.

"Uh-huh, I'm still trying to get used to her," Midnight said as he opened the door and they walked in... only to find it oddly dark. "Huh. The door's open but I can't see a thing."

"Maybe they're closed?" suggested Terra.

"They shouldn't be, this time of day they're-" Midnight was interrupted as the lights quickly came on, blinding both stallions and they both heard a resounding:

"SUR-PRISE!!"

"Ha-ha, wow!" Terra smiled in awe to see Sugarcube Corner packed with all the ponies he'd met ever since he'd first arrived in Ponyville, including some he hadn't met yet.

There was a table packed with party foods, like nachos, pizza, potato chips, cupcakes, a punch bowl, pies, and a lot more delectable treats, and there was even a table with a few presents on it.

"SURPIRSE!" Pinkie Pie popped up in front of Terra and Midnight, the yellow stallion yelping at the pink pony's sudden entrance. "Hiya, Terra! I saw you hanging out with Midnight yesterday, but you left town before I could come meet you and say hi, so then I decided to just go ahead and plan your 'Welcome to 'Ponyville' party and have it here at Sugarcube Corner waiting for you!"

"Uh, thanks, Pinkie Pie, right?" Terra gathered, "Midnight told me about you, but... how'd you know we'd come here?"

Then he felt a hoof and saw Midnight giving him a weary smile, "Terra, just accept it's Pinkie being Pinkie, and go with it. I'm still having trouble with that, myself."

Terra had an easy time immersing himself into the crowd, like a social butterfly. While Terra wasn't one for crowds or making small talk with others he didn't know well, Midnight's presence (along with the snack table nearby) emboldened him. Terra was able to announce himself as the new blacksmith and some of the attendees asked if they could get some tools or other things repaired, and he assured them he'd take care of it, which was something of a relief to Terra, as it meant he'd be getting business for his forge.

When finally Terra got to the snack table, he started to pig out with hearty abandon and was reduced to tears of how breathtakingly delicious everything was!

Midnight then boasted that Terra could eat more cupcake than Pinkie Pie, to which the party pony responded 'IT'S ON.' Indeed, the cupcake eating contest was epic and awe-inspiring to every party-goer in attendance as they bore witness to cupcake clash between the pink and the portly.

"Alright, dearies, I'm afraid that's enough!" declared a nervous Cup Cake and all eyes turned to her. "I'm afraid we can't make anymore cupcakes for this... contest between the host and the guest of honor."

All eyes turned back to mentioned host and guest of honor, the both of them absolutely stuffed with cupcake! Pinkie looked like an overstuffed animal, with her legs struggling to right herself as she rolled over onto her back whereas Terra looked like blimp with the head of a pony, only he wore the inflation much better.

"Ah! Good contest, Pinkie!" Terra offered a friendly bro-hoof and Pinkie tried to bro-hoof back, only she couldn't reach around her tremendous tummy, whining in a childish way as she struggled to circumvent her girth. So Terra met her all the way, satisfying them both.

When Terra tried to stand up however,m he realized his belly had outgrown his legs and thus had was forced to stand upright onto his hindlegs, making his belly even more apparent, but he rubbed it with pride as he said, "Heh, I'm starting to look like my pop!"

"His... pop?" whispered Rarity, a little disgusted by the display.
"His pop is the Royal Blacksmith," Midnight whispered back, "and Terra said his pop's much bigger than he is on a normal day."

Clearing his throat, Terra said, "Well, first off, I wanna say, thank you everypony, and especially Pinkie Pie and my new bud, Midnight Blaze, all of you for making me feel more than welcome here in Ponyville. I believed when I moved here that Ponyville was going to be a great place to make a new beginning, and I was right.

"It's only my second day here, and I've had more fun and excitement in Ponyville than I've had in a long time. I look forward to having more good times and making more friends and good memories here, and I guess the only other thing I can say is...!" Terra felt a pressure inside him, a bubbling feeling inside his stomach, and the way he'd been patting his belly and making it bounce and wobble seemed to have been the catalyst, as a loud, gurgly sound came from his belly, causing several ponies to step back, whether in disgust or fear or both, but then Terra's belly lurched and he yelped as he tried to hold it, but it was as if there was something inside, squirming to break free.

And the guttural sounds were getting louder and Terra was starting to groan in severe discomfort, as Midnight suddenly realized.

"Take cover..." Midnight said in a rising voice before he yelled, "HE'S GONNA BLOOOOOOOWWWWW!!!!!!"

Ponies cried out in alarm as they hid behind furniture, ran out the door or up the stairs, jumped out the windows or over the countertop as Terra fell back onto his butt, groaning as he felt the pressure inside rise up.... and he opened his mouth-

*BEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEELLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLCCCCCCCCCCCCCCCCCCCCCCCHHHHHHHHHHHHHHHhhhhh....*

...

The silence that followed was tense and nerve-wracking, as one by one did the attendees slowly peek from their hiding places at Terra's belly, who, while still plenty stuffed from all the snacks and cupcakes he'd eaten, had shrunken down a little now that it had dispelled all the gas from his stomach acids working overtime. Then Midngiht teleported to his friend's side and gave him a cheeky smirk, "Feeling better?"

"I sure do!" Terra declared, putting a hoof around Midnight's back and pulling the unicorn closer in a friendly manner. The side of Midnight's head and muzzle were pressed right up against that big, round belly and sinking into it slightly from how soft it was. With his ear right up against that belly, Midnight could hear the muffled and faint gurgles and glorp sounds Terra's stomach make to work down the countless amount of cupcakes he devoured. "Though, I still think I have room for more..."

For a brief moment, it looked like Terra was giving Midnight a hungry gaze in his eyes while slowly licking his lips. Raising his brow, Midnight suddenly gut-punched Terra, causing him to double over and suppress a whine as Midnight chuckled, "You're kind of a freak, you know that, right?"

Terra looked up at Midnight, a tear welling up in one eye but smiling as he waved a hoof at Midnight and said, "Takes one to know one... urgh, wasn't expecting that, though..."

They heard someone scoff and looked to see it was Twilight as she gave them a smirk and said, "Boys..."

"Yeah, not that this party isn't fun an' all, but..." Rainbow Dash spoke up, "can we have something a little... stronger than punch?"

"Well why didn't you say so?" Pinkie Pie rolled in another punch bowl, "Say hello to Pinkie's Poignant Party Punch, patent pending."

"Pinkamena Pie, alcohol at a casual get-together?" Rarity raised a disapproving brow.

"Oh, it's only a light booze, Rarity," Pinkie assured, "just enough to give everypony an encouraging buzz."

Midnight and Terra shared a competitive smile.
"Punch pong?"
"You're on!"

"I, uh.... I call ... foul!" slurred Terra a half hour later.

The party had ended and everypony was going home. Terra and Midnight and even Twilight, Rainbow Dash, Pinkie Pie, and Applejack had enjoyed several rounds of Punch Pong while Rarity, Fluttershy, and some of the other attendees had enjoyed some light drinking of the spiked punch.

Terra however might have imbibed a wee bit too much, as he was struggling to stand up on his hind hooves as his engorged belly was still too large for him to walk on all four of his hooves.

"Uh, is he gonna be okay to get home?" asked Rainbow Dash as they all piled out of Sugarcube Corner.

"Don't worry about Terra, I'll make sure he gets home okay," assured Midnight as he stood up on his own hindlegs and put Terra's foreleg around his shoulders.

"Magic! Unfaaaaiiirrrrrrrppp," Terra burped as he struggled to keep his balance and his clarity. The sight of the tipsy pony caused everypony to giggle when Midnight looked to Twilight.

"So, Twily... any chance we could check out the book soon?" he asked.

"I have to meet someone at the train station tomorrow," Twilight replied with a twinkle in her eye as she smiled, "but I'll definitely get back to you about that book. Is that okay?"

Midnight smiled back, "Absolut-"

"HURK!!" Terra didn't look so good as he covered his mouth with his free hoof, his cheeks bulging and everypony reared back in disgust.

"Gottago,Twily,seeya!" Midnight blurted out in a hurry before he teleported himself and Terra away.

A flash of light quickly dimmed to reveal Midngiht and Terra standing in the middle of the engorged yellow pony's living room, which was quite cozy albeit a tad sparse as Terra had yet to start setting up his own furnishings to give the house his own personal touch.

"Uhhh..." Terra groaned, having managed to keep down his earlier verge of puking his guts out, much to Midnight's relief.

"Ugh, okay, big guy, let's get you to bed," Midnight started to lead Terra towards the hallway, only for Terra to struggle.

"Nnnooo, Daddy, I don' wanna go t' beeeed...." he complained, still slurring his words as he pulled away from Midnight and fell back onto his plumped-up plot.

"C'mmmooonnnn, Terra..." Midnight tried to pull the big earth pony onto his hooves, "We-we... we reaaaalllllyyyy gotta sleep off the buzz."

"How`bout I put you t' bed?" giggled Terra as he stood up and picked up Midnight as though he were a colt and dropped him onto the couch, when Terra's belly rumbled yet again.
"Huh... guess the beast is-is, uh... yeah, still hungry! I think I got some graham crackers in my pantry, wanna share?"

"Seriously, Terra? You're still hungry...?" Midnight peeked over the couch to see Terra step through the doorway to his kitchen, only to stop mid-way because of his enlarged and rotund barrel, and Terra started grunting and groaning as he tried to go all the way through... only to slump down, grumbling.

"I'm stuck..."

"You're stu.... You're-!!" Midnight blew a raspberry before bursting out in guffawing laughter as he fell back onto the couch, waving his hooves in the air as he enjoyed a good laugh at Terra's expense.

"S'not funny!" Terra snapped, but Midnight only laughed more.

"You- you- you- you said.... snot!" laughed Midnight as Terra grunted and groaned as he tried again to fit through the door frame, but his barrel, belly, and behind were all just too big no matter what he tried.

Sighing, Terra slumped again before he asked in a flat yet embarrassed way, "Help a pony out?"

"Ha-ha-hoo! Oh... sure, pal, hold on," Midnight finally stood up and came to give the situation a closer look. First he checked on Terra's girth and how it was pinched within the door frame, and then he stepped back, "You'll have to stand up again, please."

"Okay..." Terra did that, his round and large rump rising up as he stood up on his hooves.

"Hmm, I, uh.... I... think I'm gonna have to give you a push," said Midnight. "So... on the count of three, I'm gonna run and give you a big push, and you try and pull when I do that, okay?"

"Uh, yeah, but... Midnight?" Terra tried to say, but Midnight was already stepping back to get a running start.

"One..."

"Midnight, I think I should say-"

"Two...!"

"Midnight, seriously! Wait!"

"THREE!!" Midnight charged forward, positioning himself to push into Terra's butt with his shoulder... only for the carpet he stepped onto to slip out under his step, causing Midnight to lose his balance!
"Ye- WHOAOOAOAGGGGHHH!!!!"

What happened next, was almost too terrible, too humiliating, too disgusting, too mentally-scarring for words!

...

Almost... as Midnight struggled to regain his balance as his forward momentum carried him towards his intended target, he miscalculated his aim, so that instead of his shoulder pushing into Terra's promiscuous plot... it was his muzzle instead.

Before he realized it, Midnight found his muzzle buried between Terra's lower cheeks, and the intense stallion musk permeating the area around Terra's tailpipe preceded the sounds of Terra's discomfort as his innards were disturbed by the sudden impact, loosening Terra's clenched sphincter and what he had been holding back was unleashed... upon a poor unfortunate soul.

*FRRRRRRRRRRRRRRRRRRRRRRRRRRPPHHTT~~!!!*

Midnight's snoot and muzzle were greeted with a dank, muggy and futrid barrage of hot stallion gas with enough force to blow his mane back for the several seconds it lasted.

"Ohhhhhhhhhhyyyyyyyeeeeeaaaaahhhhh...." Terra groaned in goddess-thanking relief, when he heard what sounded like somepony falling flat on his back, and he remembered exactly what had just happened.

He craned his head to peer over his shoulder but couldn't see Midnight, as his rump was blocking his view. It was then Terra noticed he didn't feel so pinched in the door frame, and shifted a bit that he realized he didn't feel stuck anymore. He shimmied backwards, his barrel and belly still making it a snug fit, but he freed himself, turned around, and saw Midnight laying on the floor, his eyes wide open and the pupils shrunk down to pinpricks, his jaw open yet quivering as he seemed to be struggling to breath, making teeny little mini-gasps, almost as if he were afraid to breath at all.

Gulping and feeling so embarrassed, Terra chuckled awkwardly as he uttered, "Uhhhhheh-heh, excuse me?"

As the initial shock of having his face somewhere no face should ever be and being bomblasted out of it, Midnight finally GASPED for air as he coughed and spat and groaned and sat up onto his haunches while waving the nasty from his poor, abused muzzle.

Although he was still embarrassed, Terra was also still drunk, so he began laughing kind of stupidly, "Heh, if you think this is bad, you wouldn't last a minute in the same room as both of my dads, heheheheheh!"

"Buck.... you....!!" Midngiht seethed as the air finally began to clear as he struggled to his hooves, but as utterly incensed as he was, he knew it was an accident, so.... he took a deep breath, counted to ten, and then very calmly yet with an edge in his tone, he said, "We... will never... speak of this... again..."

And the way his turquoise eyes burned with mana, even Terra felt his survival instincts, and he responded with a whimpering, "Got it!"

The tense moment was cut short by another ornery grumble from Terra's tummy, which lurched and shook in a hangry sort of way.

"Oh! Uh, how `bout I.... share a snack with you, huh Midnight?" Terra turned back to the doorway to his kitchen and this time he managed to squeeze through, and Midnight sighed as he followed. At a safe distance of six hooves away.

He looked as Terra was looking in his cupboards, muttering about where he'd put those snacks and Midngiht sighed, "Terra, c'mon, let's call it a night. Don't you think you've eaten enough today already?"

"Uh, I dunno, Midnight..." Terra said, still somewhat drunk as he turned towards the cupboards beneath the counter, his rump in the air as he bent down.
"I've been eating and eating and eating...but I just can't help feeling like I can still eat more."

"Seriously, Terra, you're gonna make yourself-" Midnight tried to say as he went to close the cupboards Terra had left open, only to feel his horn bump into something and he groaned as something poured down from the cupboard and onto his mane.

"Augh, what is this?!" Midnight complained as he reached up to touch his mane and realized what had poured onto him was something very sticky.

Hearing Midnight, Terra turned to look at him but opened his mouth to let out a huge yawn, as the long day he'd had, along with being drunken, tired, and hungry, was making it harder and harder to keep a clear head. Sniffing, Terra licked his lips and chuckled dumbly, "That's, uh... that's honey."

"Ugh, perfect, now I'm gonna have to shower when I get back to-!!" Midnight found himself interrupted by Terra giving him a big sloppy lick across the cheek, "What the bu- Terra?! What are you doing?!"

"Mmm, not bad... but you could use some more honey," Terra said, looking at Midnight in a hungry way before he grabbed the bottle of honey and poured more onto Midnight's head, to the unicorn's chagrin.

"Terra, stop!" Midngiht groaned, feeling gross, both physically and emotionally, but the day was catching up to him too as he was started to feel exhaustion settle in.

Ignoring Midnight's protests and struggles, Terra plopped down onto his huge haunches as he pulled Midnight into a tight hug all the while licking Midnight's face as the unicorn tried to get free, mumbling at Terra to stop.

"Ohhh...Gotta say, Midnight..." Terra said as he continued to slurp and lick the confused unicorn, "you just might be, mmm... the tastiest snack in here..."

"Wai- what...? Terra?" Although he was too tired and inebriated to clearly see what was going on here, Midnight's eyes widened in disbelieving horror as Terra opened his mouth as wide as he could... and glomped it onto Midnight's face!

Terra's saliva, along with the honey all over Midnight's head and mane, easily lubricated the unicorn, making it much easier for the wasted earth pony to begin the challenge of swallowing such a large "morsel". Inside Terra's mouth, Midnight was in shock and disbelief that this was happening and at first he thought, I-it's just a joke, yeah! Terra's pulling one over me...

But hearing Terra's mmmm's and gulps and the fact he wasn't stopping, clued Midnight in that this was really happening! He tried to focus his magic, but his inebriation muddled his ability to muster any mana for a spell, Oh why didn't I burn off all the alcohol?!

Then, for a moment, Midnight thought, Uh- okay, even if he's really doing this, he can't swallow me, I'm too big!

But then the back of Terra's throat expanded and Midnight's whole head was now inside Terra's mouth and he felt his nose beginning to enter Terra's esophagus. Still struggling fruitlessly, Midnight couldn't believe this was happening, This is impossible! How can he be doing this, it's almost as if his body is stretchin- !!

Then, finally it hit him. Stretching. The way Terra's throat was expanding to accommodate him, even as Terra's mouth was just enveloping Midnight's shoulders and he felt his forelegs getting pinned as he sank further into Terra's throat.

My elasticity potion! he realized, recalling how the phial had been empty back at the café and Midnight had thought he'd spilled it into the ground. Terra must have drank it by mistake and that's why he's been constantly hungry all day! His stomach was expanding to fit in whatever he ate... and now that's about to include me!!!

Indeed, Midnight's head, neck, and forelegs were completely enveloped and now Terra had reached Midnight's barrel... and the earth pony lifted Midnight upwards and was now using gravity to assist in swallowing the unicorn, like a bird! Midnight's hind legs and long tail were thrashing about, trying to get free but it was useless. By now, Midnight was being pulled in through the esophagus, and he felt his nose reach a ring of muscle that stretch around him, and he realized, I'm about to reach his stomach!!

But then... Midnight felt his descent halt, and he felt Terra's tongue on his stomach, and he wondered, Is Terra realizing what he's doing? Is he about to spit me...!!!!

And then, Midnight felt Terra's tongue reach further down to below Midnight's stomach. He felt Terra's moan vibrate around him as Terra's tongue reached Midnight's nether regions! Midnight was shocked yet again, so stunned he could not think, only feel the slippery muscle wiggle and slather al around in between Midnight's hind legs!

He- He's not- HE IS!!! Midnight felt it. Every lick, every probe, every push of saliva-laced pressure on his sheath and his balls, and as mortified as he was, he couldn't help it as he felt his stallionhood react to his increasing arousal!

He should have felt embarrassed. He should have felt outraged! Disgusted, violated, and yet... It... it...! It feels... so! GOOD!!

Midnight was panting from this most unusual of blowjobs that he almost didn't notice when his whole head popped into Terra's stomach sac. It was engorged with the mushed up remains of everything Terra had eaten today and still there was enough room for Midnight to breathe. Midnight felt his arousal building, his senses dulled by the spiked punch, his clarity muddled by his exhaustion and the thin air he breathed and the impending sensation of climax!

But then, Midnight felt a shift as Terra moved, and Midnight sank even further down Terra's throat, his forelegs joining him in Terra's stomach sac, while Tera's lips now closed around Midnight's hind legs and the unicorn was denied the satisfaction of a blow job well done!

"Are you freakin' KIDDING ME?!" Midnight shouted angrily inside Terra, but the huge earth pony was still out of it, only hungry instinct spurring him to finish his unwilling meal. Terra reared up onto his hind legs and gave a mighty SWALLOW, finally getting Midnight's hind legs down as he dropped entirely into Terra's belly, which bounced down wards from Midnight's weight.

Terra then finished up by slurping up Midnight's long leonine tail like it was a spaghetti noodle, and fell back onto his haunches, sighing in satisfaction as he sleepily mumbled, "I'm full now..."

"Terra? Terra, don't you fall asleep on me, you cannibal!" Midnight yelled from inside Terra's belly, his voice reverberating off the stomach walls, and it was quite disgusting as he was curled up in a mess of mushy foodstuffs from practically a whole day of eating! He felt what seemed to be pats on the stomach wall near his head and realized Terra must be patting his belly.

"T...today... was a good... day..." Terra stood up, his gargantuan gut swaying like a hammock underneath him, as he sleepily started to leave his kitchen. But then... he collapsed into blissful sleep. Right onto his stomach. Crushing onto Midnight, who whined as he felt like he was being buried under a dozen sacks of flour.

"Oh, he's fallen asleep!" Midnight whimpered, but he could still move and did his best to shift into a comfortable position, which wasn't easy as it took a while before he could get even remotely comfortable. Finally, he settled and tried to focus his magic, only for it to fritz into nothing.
"I'm still noxious from the spiked punch... oh well. I suppose this couldn't get any worse."

*Buuuuuuuuurrrrrrrrrrrrppppp....*

The booming sound of a burp vibrated around Midnight and he felt the stomach walls tighten, making him feel even more cramped inside of Terra than he already was, much to Midnight's chagrin as he groaned in utter dismay.
"This is gonna be a loooonnnnggg night..."

Chapter 7. A Pain in the Gut

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The train whistled shrilly as it pulled out of Ponyville Station and left an orange pegasus on the platform, with his bags, guitar, and a work folder he was told to keep with him when he meets his supervisor.

He stepped past the ticket booth and took a look around his new protectorate, "So this is Ponyville..."

Flash was not impressed. It was a cozy little town that looked like the sort of village one would read about in a storybook, what with the wooden homes with thatched roofs, a clock tower that was barely four stables tall, and other unassuming sorts of architecture. Overall, it looked safe and boring.

Groaning, Flash said, "And I'm supposed to enforce law and order here? I'll never prove myself to the captain!"

"Not with that sort of attitude, you won't."

Flash yelped and turned around, and then found himself in awe to see a unicorn mare of beautiful lavender, her neat and tidy mane the color of dark sapphire streaked with purple and magenta, her cutie-mark was a six-point magenta star surrounded by white sparkles, and her eyes...

"Like... beautiful amethysts."

"Excuse me?" the mare looked at Flash with a weird look, and he gulped in embarrassment.

"Uh- Was that out loud?! Uh-heheheh...." Flash laughed awkwardly as he blushed and rubbed the back of his head.

"I take it you're Flash Sentry?" asked the mare, and Flash had a feeling who this was and he stood at attention as he gave a wing salute.

"Private Flash Sentry, reporting for duty, ma'am!"

"At ease, soldier," the mare giggled lightly before asking, "May I have the folder you're carrying, please."

"That depends on who you are," Flash didn't want to sound rude but he wanted to confirm first.

"Oh, my apologies," the mare cleared her throat and spoke with a friendly authority, "My name is Twilight Sparkle, and Captain Shining has made a personal request of me to supervise your time here in Ponyville as our new police officer."

"Then here you go, Ms. Sparkle," Flash said politely as he winged over the folder to Twilight, thinking, A beautiful mare and a beautiful name that matches her so perfectly!

"Let's see..." Twilight took a look inside the folder and levitated out some papers, giving them a read before she nodded and put them all back, "Everything seems to be in order. Well then, Flash Sentry, if you'll kindly follow me, we'll introduce you to the mayor and help you get settled into your new role here in Ponyville."

"Yippee...." Flash said in a rather unenthusiastic way but he followed his new supervisor just the same.

As he did, he couldn't help but glance at her backside and felt his heart pump just a beat faster as he was still feeling the impression he'd gotten of Twilight the moment his eyes fell upon her.
Perhaps being here in Ponyville won't be as bad as I thought...

As the sun peered through the window of his kitchen, the big yellow earth pony laying on the kitchen floor, felt the sunbeams warming his butt even though he continued to slumber. Reacting to it even though he was not awake, the earth pony turned so that he was lying on his back, his belly now basking in those glorious warm beams, and bulging with its contents: a sapphire blue unicorn, and the shifting of positions stirred him awake inside.

"Mmmmwha...?" Midnight mumbled as his eyes creaked open and his nose sniffed before a weird smell offended his olfactory sense and he noticed that he was curled up in what felt like a wet and slimy bag.
"What the hell is this...!"

Then, the full memory of last night finally returned and Midnight remembered exactly where he was. Or rather, who he was inside of!

Alarm threatened to overwhelm him, but Midnight managed to keep calm, Okay, just chill, Midnight. You... you've been in worse situations than this! Albeit... the situation was never a stomach!

Midnight gave it a good think and he remembered, That's right! Terra accidentally drank my Elasticity Potion when we had brunch the other day. That's why, no matter how much he ate, he never felt full because his stomach stretched to fill in everything he ate!

Then Midnight remembered the party, where Pinkie brought out spiked punch and Midnight took Terra home as the earth pony had had a little too much to drink. Then he remembered Terra got stuck in his kitchen door and when Midnight tried to help free him, he shuddered at the memory of what happened. Moving on, Terra managed to get free and insisted on sharing a snack with Midnight, who accidentally got honey on his mane.

Then, he remembered Terra, who was so drunk and hungry and sleepy, He swallowed me! I can't believe he swallowed me! Whole and alive, and then he had the nerve to fall asleep on top of me!!

But now that Terra was on his back, Midnight's current accommodations were... somewhat more comfortable as he reached out and pushed against the stomach walls, and he realized they stretched somewhat, but pushed back so he couldn't stretch all that far.

"Alright, that's it, I'm getting outta here," Midnight muttered as he focused his mana to cast the teleportation spell, only for his horn to fritz out sparks, meaning the spell failed.
"What th- Why can't I teleport?! What's wrong?!"

Then, Midnight heard a distinct guttural rumbling, and felt it vibrating underneath him, and he froze, afraid of whatever was about to happen.

*FFFFFFFFFFFRRRRRRRRRRRRPPPPPPPPppppppp....*

"OOOOHHHHHHhhhhh...." came the sleepy voice of Terra around Midnight, "That... that feels.... better."

"TERRA!!!!" Midnight finally had enough as he shouted and kicked at the stomach wall, feeling it stretch but bounce back, as did Terra.

The big yellow earth pony went 'OOF' as he felt that kick and was startled as he woke up but could push himself upright, and he noticed his gargantuan gut shaking in front of him.
"Wha... what just... Whoa, what did I eat last night?"

"I think you mean, who did you eat, you carnivorous GLUTTON!!" Terra's belly shouted at him, making his face pale as he recognized that voice.

"Uh... Midnight?" Terra whimpered, starting to freak out.

"No, Terra, it's the ghost of the cupcakes you ate last night at the party- YES, IT'S ME!!" shouted the muffled voice of Midnight as he shook Terra's belly in a rather agitated state.

"But- Wha- How did-" Terra stuttered before he suddenly remembered and realized out loud, "Oh sweet mother of Princess Celestia, I actually ate you last night!"

"NO SHIT, STALLOCK!! Now do me the courtesy of GETTING ME OUT OF HERE!!!!" screamed Midnight, shaking Terra's belly yet again, that the earth pony was so alarmed by the sensation of such rough movements inside of him, he found himself dumbfounded.

As well as a very odd pleasurable sensation, and a guilty thrill that confused him.

I... I actually have somepony inside of me! Terra gaped at his belly, still having trouble comprehending the possibility of it all despite the proof of it shouting and shaking his insides.

"Terra!"

"Oh! Uh, wait... How is this possible?" Terra asked as he grunted and groaned, struggling to sit up onto his haunches, which was very difficult due to the stallion in his stomach.
"How could you fit inside of me, or how could I have swallowed you in the first place?"

"The other day, when we had brunch," Midnight explained, "while I was searching my saddlebags for my Bits to pay for our meal, I accidentally pulled out one of my potions and placed it on the table. I can only assume you drank it by mistake."

"What does the potion do?" asked Terra as he then tried to get onto his hooves, but he found himself having the same trouble as last night. His belly was just too big for his legs so he couldn't stand on all four of his hooves. Grunting and heaving, he forced himself onto his hind hooves and struggled to stand upright, using his kitchen counter to balance him out.

"The potion was an Elasticity Potion," answered Midnight, "it gives elastic properties onto whatever organic material it touches, but I never knew it could do the same to a pony if they drank it! It's why no matter how much you ate, you never really felt full, because your stomach became elastic so it could stretch out and fit in anything you ate.

"Which unfortunately included me! You got so drunk and hungry and sleepy last night that you swallowed me after I took you home!"

"Oh..." Terra uttered rather lamely, and then, he felt a disturbance in his lower regions, a rumbling of which was also noticed by Midnight.

"What... was that?" asked Midngiht with an edge.

"Well, uh... seems that... nature's a'callin'," Terra chuckled nervously.

"You have got to be kidding me..." seethed Midnight as Terra started waddling towards his bathroom.

The toilet flushed as Terra ambled back into his living room, sighing with relief now that he felt a little lighter, especially after he sat down onto his couch, resting his Midnight-filled belly onto his lap.
"Ugh, my dogs are starting to bark!"

"Oh gee, I wonder why..." Midnight responded sarcastically, "Now that you've dumped your load, we can focus on getting me out and about for some fresh air and sunshine!"

"But, uh..." Terra rubbed the top of his belly, gazing at the marvelous mound, feeling Midnight inside of him. It was still rather disconcerting, and yet it filled him with a feeling he couldn't quite describe, other than that he liked it.
"How exactly are we gonna get you out from inside of me?"

"Well, certainly not the way your food from yesterday got out!" snapped Midnight.

Getting a little annoyed by Midnight's snatchy tone, Terra decided to have a little fun, "Well then... I guess you're just gonna have to stay in there until you're ready to come out."

"Wha- Are you making fun of me?!" Midnight shook Terra's guts uncomfortably.

So, Terra reached around the lower part of his belly and lifted it up as much as he could, before he let go, causing his belly (and Midnight) to bounce up and down on his lap, causing Midnight to yell while Terra laughed and laid back onto his couch, feeling surprisingly comfy, even with an angry unicorn in his belly.
"Mmyeah, I think I could get used to this."

"Terra, this is not funny," warned Midnight, "We are going to-"

*Knock-knock-knock*

"Uh, hold on, Midnight, sounds like we have a visitor," Terra awkwardly stood up onto his hind legs, his belly hanging out and swaying as he waddled towards the door, and dropped down onto his haunches before he opened it, and there stood Twilight.
"Oh! Uh, good morning, Twilight. What brings you over?"

"Hello Terra," Twilight looked at the earth pony's golden gut, a little put off by it yet she couldn't help but think it made Terra look kind of cute and cuddly.
"Um, have you seen Midnight? I looked for him at the Nesting Pegasus where he's been staying, but he wasn't there."

"Oh, well that's be a- OOP!!" Terra doubled over, having felt Midnight kick him again, and he briefly wondered, I wonder if pregnant mares ever feel like this when their foals kick them...

"Terra, are you alright?" Twilight asked, looking concerned.

"Oh yeah, don't worry about me, uheheh..." Terra assured with a forced smile, "I guess it was... just something I ate."

Terra grunted as he felt Midnight kick him again, although not as hard this time and he could easily picture Midnight rolling his eyes. Clearing his throat, Terra explained, "Uh, yeah, I guess I drank a little too much because Midnight helped me get home after the party yesterday, and he left me snoozing on my couch. But that was the last I saw of him."

Terra didn't like lying, but he strongly suspected Midnight didn't want for their current situation to become public knowledge.

"I see. Well, I found Midnight's saddlebags at Sugarcube Corner," Twilight levitated the bags up, "and I was hoping to return them to Midnight. I have a feeling he's missing them."

Terra felt another kick again, only this time, it was more gentle, kind of like prodding, and he had a feeling of what Midnight was trying to tell him, "Uh... I could hold onto those bags for you, Twilight."

"Come again?" asked Twilight.

"Yeah, see, I'm working on something for Midnight," explained Terra, "so when he comes back to check on it, I can give him his saddlebags for you."

"Really, Terra? I wouldn't want to trouble you," Twilight willed the bags towards Terra, who accepted them.

"It's no trouble at all," Terra waved it off as he held the bags. "I'll tell him you're looking for him."

"Well thank you very much, Terra," Twilight smiled up at the big earth pony, "if you don't mind me saying, you seem to have a heart that's bigger than your stomach."

"Heheh, well I'll take that as a compliment," Terra chuckled and he waved as Twilight said bye and trotted off.

He closed the door and slumped against it, sighing in relief, "Okay, she's gone. So what now?"

"Well, now that you have my bags..." answered the voice of Midnight, sounding calmer, "Look into the second and look for the pocket labeled 'Potions'. Inside is a phial that is marked 'Meticac'. Get it out."

"Okay, but lemme get comfortable first," Terra ambled back to his couch and sat down as he placed the bags on top of his stomach and looked into the second. To his surprise, the interior looked like a huge wide-open space, with multiple zipped-up pockets and pouches lining the walls.
"Uh... Midnight? How do I find the potions?"

"Just tell the bag to show you to the potions," answered Midnight.

"Really? Huh... Bag? Could you show me the pocket with potions, please?" Terra asked the bag, and it responded to his words by closing up and then opening up so wide it briefly scared Terra as the bag suddenly swallowed him up, and he found himself dropping into what looked like al alchemy lab!

The walls had shelves of beakers and phials full of various different colored liquids, some glowing, others thick, bubbly, puckering, radiating heat or cold, and there was another wall with shelves filled with jars that had labels on them. Carefully getting up, he gave the jars a closer look and saw each of them had labels.

"Huh... Powdered Phoenix Eggshell? Dried Petals of Heart's Desire, Full Moondew," Terra read, "Poisoned Dragon's Liver?!"

"Poisoned Dragon's Liver," confirmed Midnight from inside, "Now quit getting distracted and look for the potion labeled Meticac!"

"Okay!" Terra sighed, starting to loose the appeal of a cranky pony in his gut as he turned to the shelves that held the potions. "Buckup Brew, Cat's Eye Drops, JumbyBerry Juice, MinTeeth, Powdered Darkness-"

"You missed it, they're arranged in alphabetical order," spoke up Midnight with a prod at Terra's stomach wall.

"Let's see... Ah, here it is," Terra picked it up, a phial containing a pale orange liquid and it had a label reading 'Meticac'. "So what's this stuff gonna-"

"Never mind, just drink it already!" Midnight snapped, this time kicking Terra from inside and his impatience caused him to kick kind of hard, that it caused Terra to groan and double over, which also caused him to lose his balance.

"Wh- WhoaOAoaH!!" Terra almost fell over that he threw his forelegs out, trying to balance himself, only to lose his hold on the Meticac potion, "Uh-oh!"

"What do you mean 'uh-oh-" Midnight demanded, only for the sound of glass shattering on the floor to cut him off.

...

Terra gulped nervously as he stared at the phial shattered onto the floor of the alchemy lab, the orange liquid inside already spilling out.

"Terra..." came Midnight's voice sounding calm yet having an edge, "Tell me I did not hear the sound of the phial shattering onto the floor."

"Okay..." Terra said warily, "You did not hear the sound of the phial shattering onto the floor."

Another uncomfortable silence followed for a long moment until Midnight said, "Now say it like you mean it..."

"Uh, would saying I didn't mean to help any...?" asked a nervous Terra.

"TERRRRRAAAAAAA!!!!!!" Midnight shouted as he gave Terra another kick, causing the earth pony to double over in pain yet again and he fell back onto his haunches.
"Great, Terra, just great!"

"Hey... you kicked me earlier!" Terra griped as he groaned from the pain, "That's why I dropped it!"

"AAAAUUGGGHH!!!!" Midnight shook around in Terra's gut, causing him severe discomfort.

"Midnight, c'mon! Getting upset about it isn't gonna help!" Terra gritted his teeth as he held his belly. "Let's... just try and think of another way to get you out."

"Urgh... unfortunately, the only way was that potion and since it's gone," Midnight responded bitterly, "you're gonna have to make a new one."

"Wha- me?! Midnight I'm a blacksmith, not an alchemist!" Terra gulped nervously.

"Look, alchemy can be learned and mastered by anypony, even earth ponies," Midnight responded, "the lab has what you need to make the Meticac, but unfortunately... you're gonna need some ingredients that I don't have right now."

"So then..." Terra had an idea of where this was going.

"Yes. You have to go out and get the ingredients," Midnight sighed wearily, "and once you do, I can talk you through the recipe."

"Couldn't you... try teleporting out again?" suggested Terra weakly.

"I already tried," answered Midnight, "my magic wouldn't work, but I don't know why."

"Are you sure? Just... try harder!" Terra pressed, hoping this would make for an easier solution.

"Alright, fine, just... lemme concentrate," Midnight took a deep breath (which was somewhat unpleasant as the air in Terra's stomach stank of gastric juices), and focused.

This time, the mana began to build up and he imagined appearing beside Terra in the alchemy lab. When he'd accumulated enough mana, Midnight thought, Got it!

He cast the spell and felt it work as he disappeared in a flash of light so bright Terra could see it shining through his belly... only to suddenly feel as though a hook behind his navel was jerking him backwards a moment later, and he cried out in alarm as he felt the weight of Midnight return and bounce forward against the stomach wall, making Terra's belly push outwards before it bounced Midnight back, and Terra was sent spiraling around in a fluctuating scramble of trying to stay on his hooves until finally he fell over onto his back in a big sore heap, groaning, and he felt Midnight groaning inside of him too.

"Uhhh.... Midnight?" Terra whimpered as he rubbed his poor tummy, feeling Midnight shift position inside it.

"...Yeah?"answered the groaning voice of Midnight.

"Let's... not do that again, please?"

"No problem..." Midnight was rubbing the base of his horn, feeling a magical migraine.

"I guess we're going to have to get the ingredients for that potion after alll..." Terra moaned as he lay there, waiting for the ouchies to go away.

After speaking with the Mayor, Twilight and Flash were given a key and address to check out ,and Twilight had led the orange pegasus to a two-stable building. It was empty and in need of some renovations, especially for its intended purpose.

"I want to assure you that the Mayor will pay for what you need to get started," Twilight assured, "the second floor is the housing, the ground floor will serve as your office, have your interrogation room and a holding cell, and the basement can be your storage area."

"It's perfect, Miss Sparkle," Flash gave her a grateful smirk, "I guess all that's left to do is settle in and then get everything set up, huh?"

"Mm-hm, and so you know, I'll be popping by every now and then to see how you're doing," Twilight said with a gentle firmness, almost like a teacher, "Shining Armor was very specific, and so I suggest you buckle down and do your best, officer..."

Then, Twilight lit up her horn and a small case appeared in front of her in a flash of light, and she willed it to open, revealing it was a golden shield with a star on it, and Flash realized it was his police badge. He looked at it and then at Twilight, who nodded her permission, and he accepted it.

It was polished so shiny that he could see his reflection in it, and it reminded him of when he graduated guard training and been given his armor. Only now, this felt... different, but exactly how he wasn't sure. He took a deep breath and gave Twilight a solemn look, "I won't let you down, Miss Sparkle."

"I wish you the best of luck, Flash Sentry," Twilight gave him an encouraging smile before she turned to leave but stopped, "Oh! And just so you know, you can expect a party in your honor in the near future."

"What for?" asked Flash.

"Call it tradition," Twilight shrugged before she trotted off, leaving Flash to look at his new police station-slash-housing, and he sighed.

"Welp, better get started."

"Al... most... got it!!" Terra was trying his absolute hardest to suck in his pony-filled gut in order to get his blacksmith apron on.

If he was going to go out and get the ingredients necessary for the Meticac potion, he would need to be able to walk on all four of his hooves, which was almost impossible to do because Midnight stretched Terra's belly out so far that he couldn't. So he'd come up with the idea of using his blacksmith apron to tie his belly (and Midnight) back a bit, hoping it'd be enough to allow for him to walk on all fours comfortably. And maybe look a little more discreet.

Unfortunately, it wasn't comfortable for Midnight.

"Urgh, Terra!!" Midnight could feel his fleshy confines closing in on him as Terra struggled to get his apron around his big barrel to secure it behind himself, "I don't think... this is... gonna work!!"

"Well, if, urgh! If we want to get those ingredients...!" Terra grunted as he struggled with his stallion-filled girth, "I need to... be able to get around... without raising... suspicion!!"

"Forget suspicion, I can't breathe!!" whined Midnight.

"Just hold on...!" Terra sucked in with all his might and quickly secured the apron around his barrel before dropping down onto all four hooves! He could walk again, albeit most very uncomfortably. Indeed, he felt Midnight squished up inside of him and mushing against his innards, especially his bladder and spleen.
"OooOOOOooaaagh... We gotta...get this done with... as soon as possible!"

"Ulp! Okay... the first thing you're gonna need..." said Midnight's strained and muffled voice, "is... a red mushroom with white spots! Look... in the Everfree!"

"The Everfree?!" Terra moaned woefully,"this is gonna be a loooonnnnggg day..."

Thankfully, because Terra's house wasn't all that far from the Everfree Forest, getting there didn't take too long and he didn't run into any of his neighbors. It didn't stop his innards from feeling severely uncomfortable thanks to his blacksmith apron holding in his gut along with Midnight. He groaned with every step as he finally reached the treeline and panted, "Alright.... we're here. So, the mushroom... You-you said it's red... with white spots?"

"Yes, they grow at the base of trees," answered Midnight from inside Terra's belly. "But they're uncommon, so searching may take a while."

"Of course..." whispered Terra with a roll of his eyes as he ventured deeper within.

Terra looked around the base of every tree he could find, but none showed even the slightest sign of having the red mushrooms with white spots. After an hour of searching, he had to take a break and kerplumped onto his rump at the foot of a willow, panting and groaning, "Ugh, I... I gotta take this off!!"

He undid the apron and let his belly fully out, sighing in relief as the pressure was released before taking a few calming breaths, "Midnight... there's gotta be an easier way to do this! It's been an hour and I haven't seen any mushrooms at all!"

"Well... there is another way to find the mushrooms," responded Midnight's voice from Terra's tummy, though he sounded wary, "But you're not gonna like it..."

"Why's that?" Terra was afraid to ask.

"The mushrooms will definitely grow at the bases of trees that are in the territory of-" Midnight tried to say when a distant snap of a twig caught Terra's ear.

"Hold on, Midnight!" Terra patted his belly before getting up onto his hooves. He looked around, seeing only the woodlands around him, but noticed the area had turned eerily silent.
"...I think we're in trouble!"

"Terra?" Midnight sounded worried, mostly for his friend, but Terra patted his belly in an assuring way.

"Let's just... move along," Terra took a few steps when he heard a low and distinct growling. He froze for a moment before he very slowly turned in the direction he heard it... and gulped to see a pair of great big eyes glowing yellow through the leafage.
"Midnight... we're in trouble!"

"What is it?!" asked Midnight, starting to get alarmed.

Terra slowly stepped back as he watched this threat emerge, revealing itself to be lupine in form yet formed of branch and root and twig and vine! It snarled softly as it gave Terra a hungry look, and all of a sudden Terra felt like an all-you-can-eat buffet with extra pony stuffing. Gulping, he whimpered, "Timberwolf!"

"Terra, run!" Midnight yelled from inside Terra's belly, "Where there's one timberwolf, there's always more! RUN!!"

Frantic, Terra looked left and right before he just ran in a random direction, nearly tripping over his own belly as he struggled to run as fast as he could with a stallion in his stomach. The timberwolf barked savagely as it gave chase. Terra pushed himself through the thickest foliage he could, hoping it would help slow the beast down, doing his best to ignore the branches whipping him in the face, the withers and the flanks. But Terra's engorged gut was slowing him down and the timberwolf was much more tenacious than it seemed, as it tore through the foliage in pursuit of its prey. Terra didn't dare look back, afraid if he did he would freeze up and that would be it. But the timberwolf's snarls and growls were getting closer and closer despite his moving as fast as he could and at one point he almost thought he felt the beast's putrid breath upon his flanks.

Okay, it was kinda fun at first... Terra thought as he ducked and weaved and did his best to run with a full belly that was literally dragging on the ground beneath him, but I cannot wait to drop this weight, and get Midnight out of my buckin' stomach!!!

Seeing a bunch of thick trees ahead, Terra looked for an opening, hoping he'd be able to squeeze through. He saw it and screamed as he ran faster and charged on with a leap! He felt the thick foliage pinch his belly as he just barely cleared the space of the opening and came down head over hooves, grunting and groaning until he was laying on his side.

"Ow..." he moaned, but quickly jumped startled to his hooves when he heard the timberwolf barking and snarling, except... "Wait..."

Terra looked back and saw the timberwolf had tried to follow him through the opening, only now it was wedged between those thick trees and struggling as it tried to reach him with its snapping jaws, of which he was only a few hooves shy. Yelping, Terra scurried away until he felt he was a safe distance and watched as the timberwolf's struggles only made its predicament worse.

"Terra, are you alright?" Midnight asked from inside, "You've stopped moving."

"Uh, I... I think we're okay," Terra panted as he tried to take slow even breaths to calm his pounding heart.

The timberwolf was snarling and barking, looking rather put out by its situation. There was a big fat juicy meal right in front of it and yet it couldn't get free to chow down. The moments of terrified adrenaline had passed and the tired relief he was feeling turned to triumph as Terra began to chuckle.

"Ha! Well, look at the big bad wolf now!" Terra mocked the timberwolf further by blowing it a big, rude, and prolonged raspberry, "So dumb it can't catch a big fat pony like me, and I'm a two-for-one special!"

"Okay, Terra, let's just count our blessings and go," urged Midnight, feeling Terra's cockiness as the yellow earth pony's sides jumbled as he laughed victoriously.

"Ha-ha-ha! Whatsamatter, o mighty hunter?!" Terra turned around to wave his big butt at the annoyed animal, "You want some of this? Well, come an' get it! A plump and juicy rump right here!"

"TERRA!!" Midnight kicked Terra's stomach wall, making him double over again. "You've made your point, already! Let's go!"

"O-KAY, sheesh..." groaned Terra as he shook it off and shook his guts to let Midnight know he didn't appreciate gastronomical assault, "can't a guy appreciate the fact he just defied death and gets to live another day?!"

"Well, considering the guy has another guy inside of him and that guy has to rely on the guy whose stomach he's inside of to keep them both alive..." Midnight responded sarcastically.

"I get it, okay, moving on," Terra gave the timberwolf one last snubbing look and said, "Adios, el loco lobo!"

Terra turned to leave and stepped through a thick bush of foliage... only to find that next step was a doozy. Terra had barely any time to realize that there was no earth beneath his hoof stepping forward. With his own weight combined with his passenger in his gut, his front half was thrown forward and the rest sent tumbling down a fairly steep hill. he cried out in alarm as gravity pulled him downwards and the momentum caused Terra to roll head over hooves.

The steep incline along with his weight combined with Midnight made it all but impossible for Terra to try and right himself or slow down, and it was a long painful way down. As for Midnight, he'd done barrel-jumping down Neighagra Falls once before and this was sort of like that. The only difference was, he'd been contained within a solid wooden barrel whereas now his confines were flesh, fat, bone, and muscle, and he felt the bumps almost as badly as Terra did.

Eventually, they reached the bottom and Terra had kerplop'd onto his belly, squashing his inner pony with his weight, and as he lay there, groaning in agony, feeling Midnight groaning and struggling inside of him, it was a while before he heard Midnight say, "As painful as this is... I can't be annoyed at some well-placed irony..."

"Shuddup..." moaned Terra as he decided to just lay there and die, hoping the pain would end. Discomfort spurred Terra to roll over onto his back, much to the relief of Midnight, and as he lay there, achy and bruisy, Terra finally took a deep breath and said, "Midnight... I don't think I can put up with much more of this. We haven't even found the first ingredient yet, never mind the rest!

"Please tell me there's another way to get you out of my stomach!"

Inside the big earth pony's belly, Midnight gave it a thought, The Meticac would force him to barf me up, no problem, but he's right... This whole thing is just gonna get worse before it gets better. So what, Midnight?! What other way could I get out of Terra? I am not going out his tailpipe, thank you very much; it's hard enough to breathe in his stomach, forget navigating his intestines! So... Terra's still got the Elasticity potion in his system, which is why I can fit in here to begin with, and how he was able to swallow me, the big blimp! Wait, blimp...

Somehow, thinking 'blimp' led Midnight to thinking, Blimp? Balloon... what happens when you fill up a balloon? Either it pops or it... expels whatever it's unable to...! That's it!

Gently patting on Terra's stomach walls, Midnight called out, "Terra, I've got it! Take us back to your house, I believe I have just the thing!"

It took a while and some navigation, but eventually a shabby, tired, bruised and battered Terra emerged from the Everfree Forest, exhausted and dirty, twigs and leaves sticking out of his mane and tail groaning as he dragged his passenger-filled gut along the ground.

"Ugh, seriously, Midnight...?" Terra complained, "You have another solution but you put me through all that?"

"Oh I'm sorry, Terra, I don't mean to be such a burden!" Midnight harrumph'd with sarcasm, "I didn't realize going for a ride inside your stomach would turn out to be such a chore for you!"

"Hey, I'm the one who just managed to escape a timberwolf, saving your life as well as mine! So maybe a little thanks are in-"

"Terra?"

Gulp! Terra froze and looked to see Twilight and an orange pegasus stallion with a blue mane coming his way, "Uh- Twilight! Hi! How... are you?"

"I'm fine, but... who were you talking to just now?" asked Twilight.
"And what are you doing out here, so close to the forest?" asked the pegasus, raising his brow.

"Who was... why..." Terra sat back onto his haunches while twiddling his front hooves, trying to think up a lie on the spot. Then, he remembered the shield!
"I was, uh... looking for some unique minerals! See, I'm... I have this project I'm working on in my forge and there was this mineral I heard about that could be found in the Everfree Forest. So I went looking, but just got a fall down a hill for my troubles."

"Oh, you poor thing," Twilight went over to give Terra a look, "you're all bruised up! Maybe you should go see Nurse Redheart at Ponyville General."

"Aw, thanks for your concern, Twilight," Terra said, honestly feeling touched, "but I'll be okay. I've had worse, really."

"What was that you mentioned, a forge?" asked the orange pegasus.

"Oh that's right, you two haven't met yet," Twilight stepped back and said, "Terra, this is Flash Sentry. He's going to be Ponyville's new police officer, and Flash, this is Terra! He's new to Ponyville as well, and he's going to be our local blacksmith."

"Really?" Flash gave Terra a look, seeing the earth pony certainly had some brawny looking muscles in his forelegs, chest, withers, and neck, but he was put off by his huge belly! It looked stuffed well past the point of discomfort and the way it sagged all bulbous down to the ground...

"Are you sure you're up for the job?"

"No need to worry!" Terra flexed his forelegs, sporting some bulging biceps, "My dad's taught me everything I know, and he's the Royal Smith of Canterlot!"

"Wait, your dad is... Iron Anvil? The smith who works on the armor of the Royal Guard?" Flash was impressed.

"He not only makes and repairs their armor," Terra nodded, proud of his father, "he forges their weapons and tools too! He taught me blacksmithing and my other dad gave me basic training, because he wanted me to be able to defend myself."

"Your other dad? Is he a trainer or something?" asked Flash.

"Yeah, he's one of them. His name is Bastion," Terra confirmed.

"No way! Bastion was my trainer when I was a junior recruit!" Flash smiled, the bittersweet memories returning, "He kicked my ass six ways from Sunday but he turned me into a lean, mean, guarding machine!"

"Um, pardon me for interrupting," spoke up Twilight, "Terra, did Midnight get his bags back from you?"

"Huh? Oh! Right, Midnight..." Terra was nervous again, having almost forgotten about his extra baggage, "Yeah, uh... Midnight did get his bags, but then he said he was having... stomach problems."

Really, Terra? Midnight snorted softly in irritation within his fleshy confines, but he kept his mouth shut.

"So, um...Midnight... went to that zebra lady who lives in the Everfree Forest," Terra continued to fib, "I went with him, but we lost track of each other after my downhill experience. So... Midnight told me to go home and he'd see me later."

"Oh, well... as long as he's okay, I guess," Twilight was concerned, but she knew midnight was an exceptional mage and an experienced traveler. "Speaking of stomach problems, what about you, if you don't mind my asking?"

Twilight poked Terra's belly, unknowingly poking Midnight in the eye through Terra's stomach wall. He groaned but managed to keep quiet as he held his poor eye.

"Oh, see... that's kinda why I tried to follow Midnight," Terra went on, "I'm having a little... indigestion, so I thought maybe Midnight could share whatever stomach treatment he got from that zebra lady."

"Well, Zecora is an experienced medicine mare," Twilight nodded, "but perhaps I could give you some-"

"Uh, no, Twilight, thank you!" Terra said, perhaps a little too quick, accidentally shaking Midnight a little, which also caused a disturbance in Terra's innards.
"I'm just gonna... go sleep it off, yeah! A couple of antacids and a nap oughta fix me right up!"

"Terra, are you sure-" Twilight's question was interrupted by a loud and obnoxious expulsion from Terra's rear end, causing Twilight and Flash to step back in mild disgust and Terra to blush in embarrassment.

"Pardon me..." he muttered sheepishly while hunching his shoulders.

"Yeah... maybe that antacid will do you good," Twilight caved as she was secretly glad the breeze was blowing in Terra's direction, "In any case, I'm gonna finish giving Flash a tour of Ponyville. If you see Midnight again, tell him I'm looking for him."
"And lemme know if you wanna talk about armor or weapons, Terra," offered Flash, "I bet you make some pretty cool stuff too."

"Thanks, Flash, and sure thing Twilight. Bye!" Terra quickly waddled away as fast as he could as the two ponies went the other way. Once he was out of earshot he phew'd, "That was close..."

"Let's get back to your house before somepony else stops you for a chat," suggested Midnight and Terra waddled a little faster.

Arriving at Terra's house, Terra immediately grabbed Midnight's saddlebags and asked, "Okay, I got the bags, what now?"

"Ask it for a phial of Gume and a phial of Burx," instructed Midnight.

Terra did so and the bag produced the phials, one holding a blue liquid, the other yellow, and both phials were shut by rubber stoppers, "I got them."

"Okay, Terra. Now, I need you to swallow the phials whole but don't open them," said Midnight, shifting in Terra's tummy with eagerness, "Once I have them, I'll take are of the rest."

"And when you say 'the rest'," brought up Terra warily, "what exactly do you mean by that?"

"Terra... just swallow the phials," Midnight bade before he gave Terra another kick at his stomach walls, "SO WE CAN GET THIS OVER WITH AND ME OUT OF YOUR GODDESSDAMN STOMACH!!!"

"OKAY! OW, stop!" Terra groaned, just barely keeping a good hold on the phials, "Urgh... you want me to drop them again?!"

Taking a deep breath, Terra gave the two phials a reluctant look. Surely this had to be safe, whatever Midnight had planned. Even so, he was nervous of what would happen once he did this. Sighing, he thought, It's like ripping off a band-aid, Terra, just...!

He popped one phial in and swallowed, feeling the tube slide down his throat, and then did the same with the second. It wasn't at all uncomfortable, the way his throat muscles formed around the phials as they gently slide them down his esophagus, and he sat down to wait.

Inside Terra's stomach, Midnight waited while tapping his hind hoof against one of Terra's stomach walls. He didn't wait long as he watched the sphincter above him relax a bit before it deposited the first phial, which fell onto his tummy, and he carefully grabbed it before the second phial dropped in too. Very carefully, Midnight held a phial in each hoof and was about to use his teeth to pull out their stoppers when he felt Terra shift a bit and heard his voice all around him.

"Uh, Midnight? You got them in there?"

"I got them, and Terra," Midnight said gently, "for this next part, I want you to relax."

"Midnight... what are you going to do?" asked Terra, sounding anxious.

"Well, lemme ask you this, Terra," Midnight asked, "Did you ever study science in school when you were a colt?"

"Sure, but what's that got to do with this?"

"Well. did you ever do the volcano experiment?" asked Midnight as he then pulled out the stoppers in each phial.

"Oh yeah! That's the one where you mix vinegar and baking soda and it causes a chemical reaction- !!" Terra seized up as he realized the direction this was going.
"Midnight...what're you-"

"SEE YOU ON THE OTHER SIDE!!!" yelled Midnight as he mixed the two potions... and instantly there was a reaction.

Terra absolutely felt it, as whatever the mixed potions were doing in his stomach... it was tickling him! It really was tickling him as the mix bubbled up against his stomach walls, and Terra fell over onto his back, rubbing his belly as he struggled to stifle some snickers. He fidgeted as he tried to stay calm, until he began to feel something else.

It was as if his stomach was filling up further, and as he began to shake, he heard some weird sloshing sounds, as though he'd drank a lot of water.

"Uheheh, wha- whahat's... wha'ts happening?!" Terra was begging to grow alarmed in addition to the weird tickly, sloshy-ness he was feeling... then he began to grow, period!

Or rather, it was his belly that was growing, swelling up like a balloon! Terra tried to sit up, but his belly was also starting to grow heavy, and he patted his belly, and it felt similar to a water balloon!

"Midnight, what have you done to me?!" Terra yelled, starting to get scared, but Midnight didn't answer. In fact, he couldn't feel Midnight at all! Only the strange sloshy liquid that was filling him up and swelling his belly out.

Then, Terra felt a pressure in his stomach building up, which had to be whatever this stuff filling him up was... and he coughed! That's when he saw it, spewing from his mouth. It was green and slightly viscous and the larger bits shook like gelatin .He couldn't get a closer look, but he realized, That's what's inside of me right now?!

It got worse as Terra began to cough, more bits of that weird green stuff coming from his mouth. But then he started burping too, and it came out in larger quantities! But as much as Terra coughed and burped, it was in no way enough to relieve the pressure building as his belly continued to blimp out, and it had reached the point where his gut expanded to the point it was too wide for his legs to get around, and since he was stuck on his back, Terra knew he was in trouble!

"Gotta- Urp! Get..." Terra was randomly coughing and burping up more of the strange green stuff, which e finally noticed seemed to be some weird slime, as he struggled to roll over to a more comfortable position so that he wasn't getting pinned by his own still-bulging belly.

His every motion caused his ballooning gut to jiggle like gelatin and it was almost like moving on a waterbed, but much harder since it was attached to him. His stomach was stretching, no doubt because of that Elasticity Potion, but Terra was still beginning to feel the pressure of this slimy stuff filling him up, as he thought, One way or another, all this slime is gonna...!

That's when it finally dawned on him, as Terra realized what Midnight's idea here was, Midnight... this better work!!

Terra then began to shake and push against his own belly, the pressure building up even worse, and he felt it building up. His gag reflex went into effect, and... he hurled!

It burst from his mouth and even his nostrils like a fire hose and there was no stopping it. The slime got everywhere! On the furniture, the walls, the ceiling, and all over the floor. It flowed so violently that Terra didn't even feel a humongous bulge in his throat before it was expelled just the same, although he just barely heard a loud splishy THUMP on the floor, and eventually it slowed down and thinned out.

Finally, after barfing up slime for what must have been an entire two or three minutes, Terra fell back onto his haunches and started gasping for breath, coughing a little to get just a little bit of the slime leftover out of his throat. To his relief, his belly had shrunk down back to its normal teddy bear floofiness, and he'd never felt so happy to have his normal paunch back. When finally he'd caught his breath and was groaning a little, Terra looked around at the total disaster of his living room... and noticed the big greenish-blue lump of pony on the floor.

"Urrrrrrrgggghhhhh..." Terra groaned as he shakily stood back up on his hooves and looked at Midnight. "Hey, uh... Midnight. You okay?"

He received no answer, and Terra blinked, "Midnight, c'mon... I'm not in the mood for any more crazy."

But Midnight just lay there, prone, quiet, and Terra was beginning to grow nervous.

"Midnight?" Terra went over and checked on the unicorn, rolling him onto his back and then held his hoof over Midnight's mouth. "He's not breathing!"

He laid his ear to Midnight's chest and was relieved to hear his heart but the beat was weak. Remembering what he'd learned besides blacksmithing and his basic guard training, Terra position Midnight just so, held his mouth open and breathed into it before he started giving Midnight's chest firm pushes in rhythm, performing CPR.

"Midnight!" Terra grunted as he paused to give Midnight another breath before resuming the procedure. "C'mon, Midnight...!"

Finally, something happened as Midnight appeared to have a spasm, startling Terra to fall back onto his rump, as Midnight coughed and seemed to struggle for breath, until he coughed out some of that green goo, hacking and spitting as it was expelled from his lungs.

"Midnight!" Terra reached over and gave firm yet gentle pats onto Midnight's back as he got it all out and started panting, "You're okay! You're okay..."

"Urp..." Midnight finally caught his breath, but fell back onto his side, closing his eyes.

Terra came over to check on Midnight again and was relieved to see Midnight had simply passed out. "You're okay..."

He looked around at the gooey mess of his living room and sighed. And smiled as he shrugged, "We're okay."

"Mmmuuggghh...." Midnight stirred, his eyes creaking open and it took a few long moments for his groggy mind to realize how much extra-leg room he had and that it didn't feel damp or humid or stank of digested food.
"Wha...!!"

He came to and found himself lying on a sofa, covered with towels and there was Terra, wiping green goo off of his coffee table, "Oh, Midnight, you're awake."

Midnight sat there, looking rather dumb at Terra, who couldn't help but chuckle when Midnight took a deep breath, enjoying a breath of air far fresher than air that rank of digestive juices.
"I- I'm..."

"Not snug in my guts, yeah," Terra nodded, "because I barfed my guts, and you, all over my living room. Been cleaning for the last hour and..." he glanced at the clock on his mantle piece, "yeah, hour and forty-seven minutes. But considering I swallowed you in a drunken binge last night, let's... call it even."

Groaning, Midnight slumped and fell back onto the couch, absolutely relieved. Until he finally noticed how sticky and stinky he was, "Um... can I use your shower?"

It was about a half hour later when Midnight emerged from Terra's bathroom, still a little damp after drying himself but looking refreshed and just plain relieved. Midngiht saw that Terra was just about done cleaning up all the slime that he'd barfed all over his living room and the big yellow earth pony was looking tuckered out as he plopped his ample behind down onto his easy chair.

Meeting each other's gaze, they said nothing for a long awkward moment before Midnight broke the ice, "Well, uh... guess we've had... a long day."

"Yeah, no kidding," Terra scoffed but with a smirk before clearing his throat and saying, "Midnight... I'm really sorry. About, you know... eating you an' all."

"Aw, don't sweat it, big guy," Midnight waved it off, "I should have been more careful with my potions, then maybe you wouldn't have drank the Elasticity Potion by mistake. So, really it's-"

"Ah! Let's just agree that mistakes were made on both our parts," Terra said kindly.

"Very well," Midnight smiled before sighing, "Ugh, I'm still stretching after being all balled up. But that shower was just the pick-me-up I needed."

"Glad you're feeling better," said Terra, "So... evening's settling in. Wanna hang or...?"

"Nah, I think I'd better get out of your mane," Midnight shook his head before giving Terra a teasing smirk, "before you decide you want a second helping."

"Ha-ha, hilarious," Terra chuckled, "see you tomorrow?"

"Sure, we still gotta finish that shield," Midnight made for the door, levitating his saddlebags onto his back, but gave Terra another smile, "Good night, big guy."

"Sleep tight... Midnight Snack!" Terra cracked and barely avoided a harmless jolt of mana from Midnight who gave him a friendly stink-eye before he closed the door behind him.

Then Terra went over to his coffee table and picked up the phial he'd hidden underneath it. It read 'Elasticity', and Terra hmm'd as he wondered what other sort of fun he could have with this potion.

Chapter 8. Flashing the Badge

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Uniform? Check. Hoofcuffs? Check. Badge? Flash pinned the badge onto his new police officer uniform. It was simply a blue collar shirt with a belt around his barrel that held his hoofcuffs and keys, a tie, and now, with his shades and shiny new badge on, he had thought to himself as he looked in the mirror.
Flesh Sentry? You are one bad-ass looking cop!

He feather-banged at the mirror, thinking, You've got this!

He stood at his door, taking a deep breath as he said to himself, "Look out, Ponyville! Officer Sentry is on the beat!"

He stepped out, feeling the warmth of the sun and breathed in the fresh morning air... and it was yet another pleasant day in the little town of Ponyville. Looking around, Flash sighed, starting to think he might have gotten a little carried away with this whole thing.

He looked up at his house-slash-police station. It was a two-stable building, with his living residence on the second floor, his office, holding cell, and interrogation room on the ground floor, and there was a basement he would use for storage... except he didn't have many possessions, and the place was still being renovated. He'd been assured by Twilight Sparkle and the mayor that his station would be taken care of and all he had to do was his job.

Except Ponyville's not exactly abundant with the criminal element, Flash thought morosely. He felt a little selfish for thinking that, but even so! "How'm I ever gonna prove myself to the Captain in a town that's quiet and boring?!"

...

Since his question to nopony in particular went unanswered, Flash sighed and muttered, "May as well just do some patrols..."

Although Ponyville wasn't exciting or crime-ridden, Flash couldn't deny it was a nice place to live. Everywhere he went, he got smiles, waves, how-do-you-dos and friendly hellos from the locals, and he introduced himself to as many of them as he could to let them know he was now their new police officer. Only a couple had laughed, saying Ponyville was too peaceful and small to even need a police officer, but most said good luck and thank you, saying they felt safer already knowing he was looking out for them.

It made Flash feel a lot better, "And besides, just because I'm on duty doesn't mean I can't enjoy myself and get to know the town and everypony."

Flash took note of the town's streets and their names, the local businesses, making a mental note to study a map of Ponyville so he'd be familiar enough to be streetwise. He saw Town Hall, the Day Spa ("I'm gonna have to check that out!"), the Golden Oaks Library Tree where his supervisor Twilight Sparkle lived, the local bakery and sweet shop, Sugarcube Corner where he glimpsed a pink pony zip off after hearing a very loud GASP, and plenty of other places.

Then he started checking out the local neighborhoods and as he went down one street, Flash noticed a house he'd walked by yesterday with Twilight, the one owned by Terra, the new local blacksmith.

"Huh, I wonder if Terra wouldn't mind me stopping by for a visit," Flash wondered, "It'd be cool to talk armor, weapons, and stuff with him... Well, even if it's not a good time there's no harm in saying hello."

He approached the house, noting the blacksmith shop attached to the side as well as an open window.

"...not finished?" Flash heard a voice coming from the window, one he'd never heard before.

"I'm afraid not. Netitus is forged of a precise blend of metals, minerals, and ore," replied a second voice, that one Flash recognized as Terra, but something he'd said had caught his ear.

"Did... did he just say Netitus?!" Flash whispered to himself in total disbelief that he ever so carefully peeked into the window and he saw Terra talking to a pony he'd never seen before.

This pony had his back to the window so Flash couldn't see his face though his dark blue coat and black mane made him look rather shady in Flash's eyes.
What if this guy is forcing Terra to repair Netitus for him?! Maybe he's planning something and gonna use Netitus for some sinister scheme?! Or he's just some greedy lowlife who wants to pawn off Netitus in the black market for a quick bit!

As his thoughts began to ran away with him, Flash came to a conclusion as he lowered his shades, made sure his hoofcuffs were ready, and his badge perfectly displayed.
Not on Officer Sentry's watch!

"Hmm, so Netitus's fireproof qualities have waned somewhat," Midnight concluded as he and Terra looked at the shield on the table between them.
"I gotta admit, it did seem a little smouldered after I acquired it in the Dragon Lands."

"Well, on the bright side that should make reforging it a tad easier," Terra shrugged, "fireproof is good for handling dragons and fire-related emergencies, but it can make working in the forge rather difficult."

"So then... what materials are we gonna need next to finish restoring Netitus?" asked Midnight, but before Terra could answe-

*SLAM*

Both stallions were startled to their hooves to see Terra's door had flung open and there stood an orange pegasus with a blue mane, wearing police officer clothes and a badge as he pointed at Midnight, "Freeze! I'm Officer Sentry, and you're under arrest for being in possession of a historical artifact and suspicious behavior!"

Midnight furrowed his brows contemptuously at this jerk of a cop, easily able to tell he was a rookie, and just as he was about to respond-

"Flash! What is going on here?! You can't just barge into somepony's house and start making arrests without just cause!" Terra scolded, standing up from the table.
"Where do you get off accusing my friend like that?!"

"Your- Wait... your friend?!" Flash was flabbergasted and now that he had a better look of the pony Terra had been talking with, he saw the this pony didn't look as shady as he'd thought.
"Well, uh... you-you were talking about Netitus, a storied relic that was thought to be lost over a thousand years ago! Not only that, you were talking about... fixing it up? I... I just assumed that..."

"You assumed what?" Midnight asked with an edge in his tone.

"Wait, just answer me this question," Flash said while holding his hooves in timeout, "You guys are really friends and there's nothing bad going on here?"

"Yeah, this is Midnight Blaze," Terra said while giving Midnight a friendly smile, "We met several days ago and we've already become good friends. He's the first pony I befriended since I moved here to Ponyville to take over my grandfather's forge."

"How do you do..." Midnight narrowed his eyes at Flash who gulped and realized he'd gotten ahead of himself yet again.

"Uh- I'm sorry!" Flash gave an apologetic bow, "I misread the situation and jumped to conclusions, and I deeply apologize."

"I'll forgive you if Midnight does," Terra gave Midnight a hopeful look, so the unicorn sighed.

"Alright, fine, apology accepted," Midnight obliged and Terra smiled, glad there were no hard feelings.

"Alrighty, so... why don't we move this along to the living room," Terra suggested, "and Midnight and I can explain the facts."

They all nodded in agreement and moved to the living room, Midnight levitating Netitus to the coffee table and then sitting down on the sofa. Then, to Midnight's slight surprise, Terra sat next to him, getting oddly cozy in the unicorn's personal space, while Flash sat in the easy chair and gazed in awe at the legendary shield before him.

"Is this really...?" he asked hesitantly.

"As far as we know, yes," Midnight nodded, "And for the record, I didn't steal it. I actually recovered it."

"I'd like to hear that story," Flash requested, his eyes alit with interest.

"Not much of a story," Midnight shrugged, "I just so happened to be passing through the Dragon Lands and I observed some teenage dragons lava-boarding. This one dragon was using Netitus as his own board. I only noticed because I was observing them through my binoculars.

"I was so stunned at what I saw that I had to confirm it. So I confronted those teenage dragons and took the shield from the one who had it to give it a look. He got angry, blew fire at me, and I was absolutely certain of my discovery when the shield protected me from his fire."

"So what happened next?" asked Terra, putting his foreleg around Midnight's shoulders, which he found a little awkward but the way they were both gaping at him with anticipation spurred him to continue.

"The dragon who'd had the shield, he called himself Garble," Midnight went on, "he called me a thief but I turned that around and told him he was in possession of an artifact that belonged to Equestria so therefore he was the thief. He was about to pick a fight and I knew he'd get the rest of his punk friends to jump me, so I invoked Dragon Law and challenged him to a duel."

"What does that mean?" Terra leaned back, confused.

"I've actually read about Dragon Law and their duels," Flash spoke up, "Dragons sometimes settle disputes by one-on-one duels. But how could you use Dragon Law to get him to agree to your duel? You're not a dragon or a citizen of the Dragon Lands."

"Simple. I called him out," Midnight smirked, "Naturally, they all laughed and were quick to underestimate me. Garble himself was all 'why waste my time dueling a namby pony when I can just slash ya and take back my lavaboard?' So I called him a cowardly wyrm."

"Ooh...!" Flash got wide-eyed, "You did not!"

"What? I don't get it," Terra commented.

"The worst way to insult a dragon is to call them a wyrm," Flash explained, "especially in front of other dragons."

"Indeed, and the other dragons instantly turned to look at Garble and he knew that I'd backed him into a corner," Midnight nodded, "If he refused my challenge he'd be branded a dishonorable coward. Especially since the insult came from a creature who isn't a dragon.

"We agreed to make things as fair as possible. I wouldn't use magic, he wouldn't use his fire breath, though I was allowed to use my sword since he had teeth and claws and I was permitted to wield it with my telekinesis as long as I didn't do anything else with my magic."

"So then what happened?" asked Terra.

"Garble was fierce, but he was a hothead," Midnight recalled, sounding solemn, "He kept charging without thinking, attacking recklessly, it honestly wasn't a long duel.

"Before Garble knew it, I had him pinned and I demanded that he yield... but he wouldn't."

Terra and Flash could both see regret weighed upon Midnight who took a deep breath and concluded, "Garble refused to yield the duel. His pride would not allow him to live with the shame of losing to a pony, especially in a duel for his honor. He even threatened that if I dared show mercy he'd hunt me down no matter where I went or how long it took, and I could see it in his eyes... he meant it."

"You... you really...?" Terra had heard Midnight confess to doing it before, but to hear of it in this way.

"Terra, he had no choice," Flash spoke up, "In accordance to Dragon Law, killing your opponent in a formal duel is acceptable. Honestly, it happens more often than you think."

"I took no pleasure in ending Garble's life," Midnight sighed, "but I while I regret it, I accepted that I can live with it. After I put Garble down, the other dragons were honestly stunned that I did it. They never really thought that I, a pony, could take a life. So, I collected my prize and left the Dragon Lands that very day.

"It's probably better that I never go back."

...

The somber silence stretched towards an awkward discomfort for Terra and Flash who shared a look of concern at how Midnight seemed to rue what had happened. Terra couldn't stand such awkward silences with such a depressing atmosphere. Neither could he stand seeing his friend look so down in the dumps. Terra wanted to do something about it, and that's when a grin slowly stretched the corners of his lips as he got an idea.

Iron Anvil, one of Terra's dads', did something that would always cheer him whenever he was sad or bummed out as a colt. Terra figured he would try it out himself.

Brrrrrrrrrrrrrrrrrrrrrrrrrrrppphht~!

The long and awkward silence was cut through by a muffled rumbling from under the paunchy earth pony stallion as an intense wave of vibrations were sent through the couch cushion for Midnight to feel under his rump, and Midnight's eyes widened as he began to feel the heat through the cushions, due to how close his and Terra's rumps were, and slowly turned to look at Terra and his horseapple-eating grin.

Narrowing his eyes and maintaining a stony composure, Midnight flatly spoke, "You're disgusting."

"Aw c'mon, don't be a square," chuckled Terra, "at least you're not down in the dumps anymore, right?"

Midnight then heard a stifled chuckle and saw it was coming from Flash, who snickered, "I'm sorry... It was kinda random and sure, it's a little gross, but ya gotta admit! It was funny!"

Midnight ugh'd in order to hide that he was honestly amused, but he yelped in surprise as Terra threw his foreleg around the blue unicorn's shoulders and pulled him into a one-legged hug as Terra shook with laughter and Flash finally burst out laughing too.

I'm surrounded by psychos! Midnight thought before he gave into the infection of laughter and joined in on the merry mirth of amusement.

After a few minutes of soul-cleansing laughter, the moment passed and the three stallions leaned back in their seats, catching their breath before flash asked, "So... what are you guys doing with Netitus anyway?"

"Well, to be honest, I'm working with Midnight to restore Netitus because he's my first customer," Terra answered, "What are you planning to do with Netitus, Midnight?"

"Honestly, I'm not sure," Midnight shrugged, "I've held onto Netitus for a while, and it was basically just a relic I found and kept. Most would say they'll give such a relic to a museum, but the idea of such an artifact being gawked at day after day feels.... I dunno, it just doesn't feel right. So, I don't know what to do with Netitus after we've finished restoring it."

"Well then, maybe..." Midnight and Terra looked at Flash, who seemed a little uncomfortable, "maybe I could hang onto the shield?"

"No offense, officer, but why exactly should I let you have the shield?" Midnight raised a brow.

"Look, I am sorry for being a jackass earlier," Flash apologized, sounding sincere, "it's just... well, I'm not here to be Ponyville's new police officer because I volunteered. I... I got demoted."

"Sorry to hear that," Terra said sympathetically before he had a think and said, "Y'know... that sorta reminds me of my dad Bastion. I still shudder when I remember how scary he sounded when he would chew out a guard for making a mistake..."

"Huh... I don't think I ever saw Bastion like that when he trained me," Flash responded before clearing his throat, "but anyway... not to toot my own horn or anything but, see, the reason I'm so interested in Netitus is..."

"Lemme guess." Their eyes turned to Midnight, who was propping his head up by leaning onto the armrest of the couch as he dryly said, "You're descended from Flash Magnus, who once wielded Netitus."

"Wha- Uh, how did you...?" Flash was baffled that the blue unicorn had gotten it so easily.

"Well, your name for starters," Midnight shrugged, "Flash Sentry? Also the fact you're part of the EUP, even though you've been demoted, and if I'm being honest..."

Midnight gave Flash a lookover before saying, "You kinda look like Flash Magnus, given the books my guardian used to make me read, as well as a few portraits of Flash Magnus. He's more yellow and his mane is red, but yeah, you and he look alike."

"Uh..." Flash was dumbfounded, not sure what to say.

"Well, in any case, I'm afraid the shield isn't finished being restored," Midnight stated.

"That's right," Terra nodded, "we're still missing a few key materials to restore Netitus to its former glory."

"So... then let me help you!" Flash stood up, looking determined, to their bewilderment. "As a descendant of Flash Magnus, it is my obligation to see Netitus restored to its full glory!"

Midnight and Terra shared a look, the former skeptical but the latter smiled and nodded, causing Midnight to sigh. Standing up, wrinkling his nose just ab it as he could smell a faint wisp of Terra's flatulent gesture from earlier, Midnight gave Flash a hard look.
"Alright, you can help," he said but then Midnight furrowed his brows, "But this doesn't mean you get to keep Netitus afterwards. Magnus may have wielded the shield long ago but just because you're his descendant doesn't mean you're worthy of it."

Flash nodded though his ears pressed backwards, indicating some of his spirit had deflated-

"Yet." Hearing that one word took Flash by surprise and he gazed back up at Midnight, seeing him smirk in a cocky yet encouraging way.

"But let's hold off on all that and go out for milkshakes or something," suggested Midnight with a smile, "My treat!"

"Oooh! I'm for that!" Terra got up and licked his lips.

"Um, I'm still on duty but..." Flash hesitated but seeing the smiles Midnight and Terra were giving him, he shrugged, "Oh what the hay, let's do it."

The three new friends made their way to Sugarcube Corner though Midnight and Terra hung back a bit, sharing a conspiring smile.

"After you, officer," Midnight invited Flash to enter first.

"Uh, okay," Flash replied as he opened the door to the bakery... and got confetti blown into his face along with a great big loud:

"SURPRISE!!"

Second verse, same as the first, thought Midnight as Flash was made to be introduced to many of the locals by the host of his party, Pinkie Pie, and he chuckled to see Terra make a beeline to the snack table. Midnight chose to be a wallflower and hung back, just taking in the hustle and bustle of the party as the guest of honor got to know everypony.

"Hey, you!" Midnight looked to see Twilight come his way with a friendly smile and join him as they took it all in. "I see you and Terra came in with Flash."

"Eh, he's a good guy," Midnight shrugged, "Just needs to work on looking before he leaps."

"Speaking of looking," Twilight said with a tone of interest towards Flash, who got wrangled into a game of 'Pin the Tail on the Pony' by Pinkie Pie, "I gotta say, he's something of a looker."

Twilight didn't notice it, but the dark blue highlight of Midnight's black mane seemed to simmer as he glared malevolently at Flash as he thought, You're dead, Sentry...

Chapter 9. A Bit Too Close for Comfort

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The sun was high and beating down on the three young stallions as they trekked through the Everfree. Terra took the lead, followed by Midnight, and now their new friend Flash Sentry, as they ventured into the infamous wilderness of the Everfree, in search of the necessary materials to restore the legendary shield, Netitus.

"Ugh, this heat..." Flash moaned while trying to fan himself with his wings.

"Quit your bellyaching, Sentry," Midnight huffed as he wiped the sweat from his brow, "We're all feeling the heat, but whining about it's not gonna do us any good."

"If you guys think this is bad, you should spend a day in my shoes!" Terra scoffed as he walked ahead of both of his friends.

The yellow earth pony walked in a prideful way for lack of a better word. His chest stuck out, his head held high, eyes closed to relish in the sensation of heavy beads of sweat trickling down his overly stout body with an eye-catching sway to his hips. A sway that caused a pendulum effect behind the stallion, bring soft but meaty 'plaps' against his thighs from the extra heavy baggage Terra carried. The decency glamour from Terra's shampoo he'd used for his shower earlier that day had long since been dispelled for some unknown reason and left everything on display for the other two to see.

"I bet you two wouldn't last more than two hours in the forge!" Terra smirked, unaware that Midnight and Flash could see it all... up until Flash cried out in alarm.

"MY EYES!! MY INNOCENCE!!!" Flash covered his eyes, falling back onto his plot while Midnight looked away, blushing.

"What?! What's wrong?" Terra looked back at them, completely baffled.

"Terra... did you check the expiration date for your mane care products' decency glamour?" Midnight asked warily.

"My- I just bought it a few days ago, why?" asked Terra, still not understanding the problem.

"Okay, I am not walking behind you anymore!" Flash took flight and flapped above, not realizing he was having the same problem, which caused Midnight to yank him downwards with his telekinesis.

"OH..." Terra understood after seeing Flash's own undercarriage but then he got disgruntled, "Aw, c'mon! You guys act like you've never been in a stallions' locker room before!"

"That's because I never have," Midnight blushed, feeling embarrassed, "I've been on my own since I was twelve, remember?"

"Well, what's your excuse?" Terra threw a stink eye at Flash. "You've trained in the EUP, you had to have seen plenty."

"Well- I'm not gay!" Flash protested, "And... honestly, Terra, the size of that thing!!"

"Aw... jealous?" Terra teased, unable to resist turning around wand waving his shapely rump at them, which caused his family jewels to flop from side to side as well.

"SH-SHUT UP!! I'll have you know I'm plenty big!" Flash blurt out before blushing redder than a tomato as he realized what he'd just said.

Terra fell over, his gut bursting with laughter as Flash hung his head in humiliation. Midnight however kept quiet but couldn't help peeking at Terra and thought, Whoa... I knew earth ponies get big, but dang! I pity anypony who winds up having to take that up the ass.

Clearing his throat, Midnight snapped, "ALRIGHT, enough!! Remember why we're out here, because I'd like to get that material for the shield before something comes along and ruins our day!"

"Ugh, come on, Midnight! Are we seriously supposed to keep going with our-our... privates visible?" Flash protested.

"I don't mind..." Terra commented as he bobbed his brows.

"Well, I don't have any mane care products and I don't know the decency glamour, Flash," Midnight oh-well'd before narrowing his eyes and saying, "So, tough beans. You said you wanted to help restore Netitus, but if free-balling is too much for you you're free to fly back to Ponyville."

"Ugh, no way! As a descendant of Flash Magnus," Flash declared with furrowed brows, "It is my honor and sacred obligation to see Netitus restored to its full glory!!"

But then Flash looked reluctantly at Terra, "But... could you please cover yourself with your tail?"

Terra shrugged and sighed, "If I must..."

Obliging Flash's request, Terra pressed his tail down ward so it would cover his backside more. "Happy?"

"Let's just get a move on," Flash grumbled and they carried on. Letting his eyes wander around the forest around them, Flash was wary. He'd heard of the Everfree Forest and it had quite a reputation.
"So... what exactly are we looking for out here?"

"We're looking for mud," Midnight responded right off the bat.

"HUH?! Are you for re- MUD?!" Flash gaped in utter disbelief at Midnight.

"Well, not just any mud." Flash looked to Terra who had a cocky look, "Blacksmithing has some science to it, I'll have you know! Mud and soil, with the right composition of minerals and organic matter in it, can make a great bonding agent to meld raw materials together into a pretty strong metal!"

"Huh! Learn something new everyday," Flash had to admit, that made perfect sense. "So then... what kind of mud are we looking for?"

"The mud that can be found around a rare tree," answered Midnight as he was on the lookout for it. "This tree is very difficult to find, but word has it that it's easier to find here in the Everfree Forest."

"Okay, well... what kind of tree is it?" asked Flash.

Terra and Midnight shared a determined smile before looking at Flash and saying, "The Thunder Oak!"

...

"The... the... the THUNDER OAK!?!" Flash flabbergasted, yet the looks Midnight and Terra gave him were serious. "You're for real?! The Thunder Oak, I - That- I thought that was just a pony tale!"

"Oh they're real, they're just really rare these days," Midnight replied as they continued on. "In fact, in all the time I've traveled, I only ever saw one, and that was in the Griffon Kingdom, like... four years ago!"

"Come to think of it, why are Thunder Oaks so rare?" asked Terra as they started going up a hill.

"It's the wood," answered Midnight, "Thunder Oak wood becomes so rich with electrical properties that they can yield large amounts of energy that can last for months, in some cases years! So... they're cut down and the wood is cut up and then drained of all the energy its collected over the years."

"That's awful," Terra felt a little sad.

"It is! Thunder Oaks are special in ancient pegasus lore," agreed Flash.

"In any case," Midnight said as they approached the top of the hill and had a better vantage point, "it'd be a good idea to set up camp here. That way, if it storms, we'll have a good view of the lightning strikes."

"I see! If the lightning focuses on a specific location," Terra surmised, "then there's a good chance they're striking a Thunder Oak."

"Right! So we might as well make ourselves comfortable here," confirmed Midnight. "I'll look for some water, you guys get started setting up camp."

They watched Midnight walk back down the hill while Flash looked to Terra and said, "So then... I take it you have the camping stuff?"

"Sure, lemme check my bags," Terra said as he slipped off his saddle bags. He declared each item as he brought them out of his bags, "Let's see, we've got... matches... a flashlight... camping blankets... a hatchet... a cooking pan... a first aid kit..."

"Hmm," Flash sat down and started going through his own saddlebags to take inventory.

"Huh, that's weird..." Terra muttered, "I seem to have forgotten a tent. Maybe I should ask Midnight if he has one."

Terra stood up but he didn't see Flash right behind him and so he turned a little too fast. His front hooves kicked into Flash's bag on the ground while the pegasus was still digging through it. In that short second, Terra worked up such momentum where he couldn't stop himself in time. All of his weight tipped forward, taking his hind legs up off the ground.

"Whoa-!" was all Terra could say in that very moment. At that point it was too late and he was going to faceplant into the ground if a certain pegasus wasn't there to break his fall. Flash only had enough time to gaze up and see his hefty earth pony friend mere centimeters in front of him before their inevitable collision.

Before Flash could scream, his snoot was weighed down upon by Terra's massive chest. Despite the rest of Terra's body being soft and wobbly, his chest was meaty and strong from his hard work in blacksmithing, and a potent aroma of masculine musk filled Flash's sniffer as Terra's full weight fell on him. With Terra still at the mercy of the momentum he carried, he began to roll forward, his weight crushing the poor pegasus who was carried along the descent down the hill!

"AAAAAUAUUUAUAUAUAUAGGGHGHGHGHGHGGH.....!!!!!!!" the two stallions screamed though Flash's scream was muffled some by his muzzle being buried in Terra's chest, as they rolled down the hill, picking up speed.

Halfway down the hill, a small ridge was angled up and Terra rolled right toward it, which caused him to zoom through the air for a few fleeting seconds, releasing Flash from his weight, who GASPED to breathe sweet fresh air once more. Alas, their troubles were not yet over, for Terra (being heavier) dropped back onto and continued to roll down the hill, ow-ing and ouchie-ing as he went along. Flash dropped as well, too discombobulated to right himself and take flight and so he rolled down the hill as well in Terra's wake.

As for Flash... This same angled ridge launched him forward too. Right towards Terra. Whose rump was raised up due to having faceplanted during his crash-landing. Flash barely got a glimpse of those marvelously round pair of soft buns that glistened in the sunlight under a thin sheen of sweat as he thought, Oh buck me! right before his face was buried between the ample cheeks of that plump rump.

"EEP!" Terra squeaked, managing to raise his dirt-covered face from the ground as the force of Flash goosing him caused a tremor through his body, loosening his bowels as his innards got grumbly...

*FFFFFFFFFFFFFFRRRRRRRRRRRRRRRRRRRPPPPPPPPPPPPPPPPPPBBBBTTTTTT*

Midnight stood atop the hill, having just arrived in time to see the hijinks unfold and hear the flatulent punishment Flash was being made to endure. Shaking his head in sympathy as he set the water containers down, Midnight sweat-dropped as he thought,I don't know whether to laugh or feel sorry for him...

Flash sat on a blanket provided by Terra, his pupils pinpricks, his nostrils flaring every few seconds as he mind juggled between trying to ignore what had happened and going back to that dark, musky place.

"Here, I chilled it," Midnight offered a canteen of water he'd purified and then chilled with his magic, and Flash accepted it.

He took a long swig before pouring some of the chilly water onto his face as the poor pegasus shuddered, not from the cold but being unable to take his mind away from his errant facial goosing.

Taking a deep breath to still his beating heart, Flash managed to utter, "Wh-where... where did... he go?"

"Terra went off to gather firewood," answered Midnight as he sighed wearily, "Figured he should give you some space and apparently he forgot to bring a tent. That's just perfect..."

Midnight gazed up at the sky, seeing how the clouds were gathering and growing heavier and darker, "Oh yeah, we're definitely gonna have rain, at least. But not sure if there will be thunder or lightning. Without them, we'll have a much harder time finding a Thunder Oak."

"Hey guys!" Flash yelped and covered his face with his wings while Midnight looked to see Terra walking up the hill, carrying a load of firewood... and some strange green things in a basket.
"I got the firewood and while I was at it I also found these great peppers!"

He popped one of them into his mouth and chewed happily, though the corners of his eyes began to tear up a bit as he inhaled and sighed, "Spicy... want some?"

He offered a few to Midngiht and Flash, the both of them sharing a hesitant look and then shaking their heads no, which Terra took in stride, "Ah well, more for me!"

"Terra..." Terra hmm'd curiously at Midnight, who was furrowing his brows, "You forgot the tent..."

Gulping another pepper down, Terra took a few inhales to cool the spicy tingle in his mouth before timidly smiling, "Uh, yeah... I brought the other stuff, but... I grabbed more blankets and somehow I forgot the tent."

"Ugh, Terra!" Midnight facehooved before pointing to the cloudy sky, "It's gonna rain soon and we don't have proper shelter!"

"Well... don't you have a tent somewhere in your magic bags, Midnight?" Terra asked hopefully.

"I do, but-" Midnight tried to say only for Terra to start digging.

"Perfect! Then I'll just build and start our campfire and you guys can get everything else set up!" Terra hummed merrily as he set up the stones around the pit for the campfire before adding some firewood and dry leaves. He then raised his front hooves, which had flint-tipped horseshoes, and expertly sparked them together over the firewood... and voila!
"There we go, guys! Go ahead, get warmed up!"

Midnight and Flash groaned and looked away as Terra turned around to warm his big rump (which meant he was also displaying his balls and pucker).

Soon enough, Terra set up a camping grill and began cooking a meal of oatburgers for them all to enjoy. Thankfully, Midnight's magic bags had a food storage that preserved a considerable amount of food and drink he'd gathered throughout his travels. He brought out a two-liter of colt cola and paper cups and plates, along with ketchup, mustard, poppyseed buns, and sliced cheese.

"So while we're cookin' and eatin'," Terra said as he flipped a burger with surprising skill, "what say, we talk around the campfire? Get to know each other some more."

"Hm, I guess," Midnight shrugged as he magicked the finished patties, cheese, and condiments together, setting them between the buns.

"Sure, fine by me," Flash agreed as he accepted his own oatburger and cola.

"Okay, I'll go first..." Terra said as he added a few peppers to his burger and then took a moment to consider. He seemed to be mentally chewing on something in particular before he took a deep breath.
"I actually want to apologize to you two."

Terra set his finished burger to the side so that he could be as sincere as possible before he explained himself, "In case either of you couldn't tell... I'm actually a coltcudder. Okay, maybe that was obvious, but that's beside the point. I actually want to apologize if I have been making either of you uncomfortable hanging around me. I know I tend to get carried away and I would like both of you know that it's all in good faith. I just...I just sometimes... can't help myself around cute and handsome stallions such as you two."

Terra blushed a bit, holding his cheek with his hoof, "Believe me when I say it is taking every ounce of strength to not tackle either one of you and cuddle you to the ground and claim you as my-" Terra paused momentarily when he realized the direction he was going... and looked up to see that both Midnight and Flash were looking at him with concerned raised brows and blushes of their own.

Clearing his throat, Terra continued, "What I'm trying to say is... I really like you guys and I'm sooo happy to have you as my friends."

Terra had actually teared up a bit and Midnight and Flash could tell they were sincere tears, not tears from eating those peppers, and as Terra wiped them away, he looked uncomfortable, "I-I'm sorry... I don't mean to make you feel-"

"Terra, it's okay." Terra looked up at Midnight, who was smiling kindly, "I don't care at all that you're gay, because... well, I'm both. Bi, that is. So, I understand why you're feeling what you feel."

"I'm still straight," Flash raised his hoof but then he smiled too, "but I have some coltcuddler friends in the guard though... none of them are as open or confident about their sexuality as you, Terra. So, I actually gotta admit... i kinda admire you for that."

"Thank you..." Terra sniffles as he reaches back and picks his oatburger back up in his hooves. "And apologies in advance if I actually do make any moves on either of you. I sometimes have the tendency to cuddle and get really close to those that I like....'

Midnight and Flash shared another look and a nodding smile as Midnight said, "Well, as long as it's you..."
"...then we don't mind a little... closeness every now and then, Terra Style," Flash agreed.

Terra smiled warmly before taking a bite of his burger... and groaning in bittersweet agony of the pepper-laden taste before he gulped and took a good swig of cola to cool his whistle.

"So then, who's next... Flash!" Terra pointed to the orange pegasus. "Tell us a little about you, if you're cool with it."

"Wha- Me?!" Flash looked insecure and hesitant, pressing his wings to his sides and his ears lowering, looking honestly ashamed.

"Oh, it's okay, Flash," Terra assured, "I promise whatever it is, we won't laugh or say anything to hurt your feelings."

"Ditto," Midnight nodded, "and whatever you tell us will stay strictly between the three of us."

Flash hesitantly looked at Terra and then Midnight, and he saw they meant what they said and that they would listen without judgement. Taking a deep breath, he began.

"Well... as you figured out, I'm a descendant of Flash Magnus. My family's always been proud of that lineage and for having at least one member of each generation join the EUP and make a name for themselves.

"Since the time I was a little colt, I always dreamed of being a hero! Heh, sounds silly, I know... but then you hear of ponies nowadays like Captain Shining Armor, or the six mares who unlocked the powers of the Elements of Harmony to turn Nightmare Moon back into the long-lost Princess Luna or stop the evil Discord from plunging Equestria into chaos.

"My dad certainly did, and he started saying things like 'Son, you're not working hard enough! Some civvy mares achieved such glory and you're still stuck as a lowly private?! Get your tail in gear, you're a proud son of the lineage of Flash Magnus. Act like it'!"

Midnight and Terra became depressed the way Flash was echoing his father's words, which were harsh and demanding. But Flash went on before either of them could say anything, "So... I started trying harder to prove myself. But trying harder... well, I just wound up making mistake after mistake, jumping into a problem without thinking, making a mess of things... That's why I'm here in Ponyville, because my last whoopsy caused so much property damage that the captain demoted me. The fact that I was the lowest rank of private meant the only low I could go down further was beat cop."

Flash's eyes started to tear up, "I went to go see my parents at home, but... Mom met me outside the house, looking really sad."

"What happened?" asked Midnight as delicately as he could.

"...Mom told me that Dad was so disappointed in me that he didn't even want to look at me!" Flash started to sniffle and sob into his hoof. "I wasn't welcome back until I become a hero he can actually be proud of, and apparently he and Mom had a big fight and-and...!"

As Flash's crying got worse, Midnight conjured a hoofkerchief from his bag and offered it to him, Flash whimpering, "Thank you..." as he accepted it and blew his nose and wiped his tears.

Gathering himself and taking a deep shuddery breath, Flash went on, "My parents had a big fight and... I think they might split up. And it's all my fault for being a screw-up..."

Terra stood up and went over to give Flash a big teddy bear-like hug, which was a bit awkward to Flash at first... but he quickly gave in, and found comfort in Terra's embrace.

"You are not a screw-up," Terra said kindly, resting his chin on top of Flash's head, "everypony makes mistakes and sometimes we let worries get to us. That's why you need good friends and family who care about you and are there to help you find your way."

"He's right," Midnight said with a soft and rueful tone, which got Terra and Flash's attention and they saw how Midnight was staring in to the fire but wasn't really looking at anything. "It takes a screw-up to know a screw-up, and you're not screw-up. Not like me..."

Terra returned to his spot by the fire as he and Flash waited, ready to listen. Midnight closed his eyes and took a deep breath.

"I don't know who I really am or where I come from or who my real family is... I was left at an orphanage in Canterlot. When I was a toddler, I... well, I had some unusually powerful magic and I was well past the age for it to be a baby unicorn's magic surge. So, the orphanage matron called upon Princess Celestia for help.

"I guess... I must have made a good impression or something, because the princess took me in as her ward. I spent my foalhood in Canterlot Castle, attended the princess's School for Gifted Unicorns, and the princess... she wanted me to learn, to work hard, to succeed, to... 'reach my full potential'."

Terra and Flash shared an uneasy look for one would have to have been deaf to not hear the bitterness in those last few words Midnight spoke, and he went on,"She wasn't harsh or mean or anything, it's just... She just kept pushing me! And no matter how hard I worked or how good I did, there was always something I did wrong or my efforts just weren't good enough... I thought when I got my cutie-mark, maybe she'd ease up on me or something. She didn't. If anything, she accelerated my studies and seemed to expect perfection in everything I did. It was suffocating! Time and again, I tried to talk to her, to let her know how I felt."

This time, both Terra and Flash got up and went over to sit at Midnight's sides, placing their hooves on his shoulders. He seemed to relax a bit, but he was still downcast as he went on.
"One evening, during dinner, I finally asked her, 'Princess, just what are you preparing me for? What am I supposed to do with all the subjects you're making me learn?' You know what she said?!" Midnight furrowed his brows and forced himself not to cry. "She said to me, 'Midnight, don't waste time with such silly questions! You need to learn everything you can to be prepared for your future, and that starts here and now, by devoting yourself to learning and self-improvement, and not wasting time on foalish distractions'.

"I... was... furious! I finally understood: She didn't have anything in mind for me, no plans, no roles, nothing. She wasn't interesting in what I had to say or how I felt... so I decided to do something about it."

"What did you do?" Flash asked with wide-eyed anticipation.

"I dove into my magical studies, specifically Enchantment," answered Midnight as he began to smirk with the look of undeserved accomplishment. "It took some creative enchanting, thinking outside the box, but eventually, I had it... My second greatest magical accomplishment."

"Second?" Terra echoed, confused.

"What did you do?" repeated Flash.

Midnight gave them both a devious look, "Every hear of the April Foals Bouncy Ball Incident?"

...

Terra and Flash were absolutely stunned before Flash gaped in utter disbelief at Midnight as he exclaimed, "THAT WAS YOU?!?!?"

"I... I heard about it, but I don't know all the details," Terra gave it a thought before saying, "That was some super-crazy prank in Canterlot that was said to be so bad that Princess Celestia literally outlawed bouncy balls on April Foals afterwards!!"

"Thank you," Midnight said with a smarmy bow before laughing at the looks he was getting from his friends. He waited till they chilled out before he continued though his despondent demeanor returned, "Princess Celestia figured out I was behind the prank, and confronted me. We had a big fight... she grounded me, and... I told her I wish anypony else but her had adopted me. I know it hurt her, but she didn't say anything. I was... so tangled up! I was angry, upset, sorry I'd upset her, but I couldn't take it anymore."

"And you ran away," Terra noted.

This time, Midnight couldn't hold back the tears and he struggled not to lose his composure even as the tears trailed down his cheeks, "I took the allowance I'd saved, a cloak, saddlebags, a few magic books, and other stuff and I ran away that very night... I hopped the first train out of Canterlot and never looked back. Well... not entirely."

"And you've really lived on your own ever since?" asked a sad Flash.

Midnight nodded, "Been to many places, in and out of Equestria. I spent a lot of time outside Equestria to make sure Celestia didn't find me. And honestly? I learned and experienced so much more out in the world than I ever could have in Canterlot. Don't get me wrong, my life traveling hasn't been paved with gold and no worries. I've had my share of near-death experiences, loss, times when I was alone and miserable... but I know i made the right choice."

"But not the right way," brought up Terra. Midnight looked to Terra, whose gaze was just a tad firm as well as concerned and expressed the best of intentions.
"Midnight... I can't really understand how hard it must have been, going through a foalhood like that. I mean... my dads, they're great! They raised me with lots of love and laughs, but it wasn't always good times. There were times one or both of my dads made me angry or upset, or I did something bad that got them angry or upset.

"See, parents and their kids don't always get along. They get mad or upset with each other and unless they talk things out and listen with an open mind and heart, then they'll wind up saying or doing something they'll regret. I know that you tried to get the princess to listen to you, and you were just a colt! Nopony should have so much expectations thrust upon them like that.

"But it's of vital importance that we communicate with our friends and family. Otherwise..." Terra paused for a moment, looking morose, before he furrowed his brows and finished, "we're just strangers to each other."

Midnight was left at a loss of what to think, leaving him unable to respond. Terra had made a lot of good points and though he still dreaded the idea, Midnight was growing to understand and realize that eventually he was going to have to face Celestia.

Then... he felt Terra's foreleg pull him into a hug and he saw Terra pull Flash into the hug with his other foreleg as he smiled giddily at each of them and said, "And I'm so happy, because after this... we're less strangers and more friends!"

Terra chuckled as he actually began to nuzzle Midnight and Flash cheek to cheek, which actually got them to smile and laugh too, as they felt themselves become closer and it felt wonderful-

*Glgrugglr...*

!!!

The three stallions heard that and even felt it, Terra especially. A pressure rapidly building, already on the verge of being released!

"Is he...?!" Flash already knew the answer.
"Gonna blow, yes!!" Midnight tried to get away, as did Flash... but Terra's embrace grew tighter as the big yellow earth pony grinned wickedly.
"T-Terra! Please, no!"
"C'mon, man, let us go!" begged Flash as he and Midnight desperately tried to get free.

"Sorry guys, but sometimes a stallion's gotta do..." Terra continued to hold his friends against their will as he stood up and lifted his tail, "what a stallion's gotta do!!!"

*FFFFFFFFFFFRRRRRBBBBPPPPTTT*

...

Midnight and Flash went limp and moaned in stupefied disgust and shock as Terra grinned triumphantly before giving them each a loving yet (not quite so) platonic SMOOCH on their cheeks before he declared, "Nothing quite like some quality time together, right, guys?"

Fortunately, the campfire burned up most of the rank in the air from Terra's behind, so the stink didn't linger, much to Midnight and Flash's relief. The three stallions chose to finish their meals in silence afterwards though Terra couldn't' resist a coltish chuckle here and there... and even Midnight and Flash couldn't resist snorting a laugh once or twice themselves.

Unfortunately, as night was falling, so did it begin to rain and get cold and windy. Thankfully, the guys had just finished their food and Midnight magicked the trash away before Terra said, "Alrighty, Midnight! Get out that tent of yours and we'll hit the hay."

"Yeah... about that, Terra?" Midnight sighed before deciding to just get it over with as he lit up his horn, conjured his tent pack and magically set it up. It didn't take long for Terra and Flash to see what was bugging Midnight because they saw the problem even before the tent was completely set up. It was small. A basic longways tent that was triangular shaped, but the size of it was evidently clear. Terra and Flash both gaped incredulously at Midnight who rolled his eyes.

"Well I tried to tell you guys earlier!" Midngiht griped, "But Terra, you insisted on making dinner and then we all started sharing and talking about ourselves..."

"Yeah..." Flash gave the tent a look, walking around it, before grimacing, "This is a tent for one, maybe two if you don't mind sharing and being mushed up together."

"Well, at least it has a rain shield," Terra pointed out and held up his hoof, "cause it looks like the rain's getting heavier.

"Are we seriously supposed to cram ourselves into that thing?" Flash asked wearily.

"Well, we won't know if we don't try!" Terra stepped up to be the first to enter.

He ducked his head low before he carefully crawled his way in through the mouth of the tent. Though unintentionally, this put Terra's overly round and wobbly behind on full display in front of Midnight and Flash as he wiggled his way through. Once inside, Midnight and Flash watched as Terra rolled himself over, his large body pressing up and around the inside of the tent and revealing his movements through its exterior, as he laid directly in the middle. He alone took up the entire tent, but there was just barely enough room on either side of him for Midnight and Flash to squeeze in. Terra then poked his head out to look at his buddies, who both looked discouraged.

"See? There's plenty of room for all three of us!" he said with a wide grin, his giggling making his body jiggle and they could see that from the tent's exterior.

"Midnight, please tell me you can make the tent bigger!" Flash pleaded, looking at Midnight with hopeful eyes, begging.

Midnight sighed morosely, "I'm afraid not. I've already enchanted this tent with wards to resist weather, keep wildlife away, keeping the inside temperate... There's only so much you can ensorcell an object with multiple spells before all those different magicks conflict with each other and cause the magic to become unstable. If I tried to make the tent bigger, it could have a negative reaction."

"Well then that settles it! Get your rumps in here!" Terra smiled happily before he said, "Oh! And can you bring me a few of my peppers? I'd like a quick snack before we settle in for bed."

Both Midnight and Flash hanged their heads in defeat and Flash was the first to make his way in while Midnight levitated the peppers Terra asked for, along with a bottle of water. Turning towards the tent, he saw it shake and heard Terra and Flash muttering, "Move over!" "I'm trying, hold on..." "That's not gonna work!" "I can't go back any further!"

By those words, Midnight saw the shape of Terra's rump hit the back of the tent, but he could tell there was still hardly any room inside.

"Wait-wait-wait, hold on..." said Terra's voice in consideration. A moment or two passed and then Terra said, "Wait, Flash... you move over here, right in front of me!"

"Ugh, fine!" said Flash's disgruntled voice and the tent shimmied some more before finally it seemed to settle down inside.

"Perfect! C'mon in, Midnight!" invited Terra.

"Uh, okay...?" Midnight knelt down and poked his head in... and stifled a chuckle at what he saw.

"Shuddup..." Flash grumbled as he laid horizontal in front of Terra, facing the tent's long side walls, while Terra was smiling cutely as he rested his chin on Flash's back.

"Heheh, careful, those feathers tickle!" he laughed.

"Well, haha, good for you guys, but..." Midnight didn't see a space for himself, "I don't see where I can get comfortable in there."

"Well, fork over those peppers and just climb onto my back," suggested Terra as he peered up at the roof of the tent. "The tent's a little snug but the ceiling of the tent is high enough that you should be okay on top of me."

Raising a brow and pulling a smirk, Midnight responded, "Terra, in a hurry to get to third base?"

Flash honestly couldn't help snickering at Midnight's raunchy comment and Terra reflected Midnight's facial expression with a sultry look while wiggling his hips subtly to give his rump a teasing shake, "Maybe I am... Now get those blue buns in here, unless you want to keep these buns waiting~"

Shaking his head and chuckling, Midnight levitated the peppers and water to Terra, who gratefully accepted them, and then Midnight started the awkward and clumsy climb within a confined space, carefully stepping over Flash, pressing himself between the tent wall and Terra's girth, and then climbing up and positioning himself to be literally lying back to Terra's back, his face barely a hoof away from the tent ceiling. Thank goodness he'd had the foresight to charm his tent not to tear from his horn.

Terra happily munched on the peppers and was glad to have the water bottle to cool his spicy mouth afterwards before he snuggled a bit with his buddies, Flash starting to feel comfortable, as was Midnight. By now, the rain was really beginning to pour, but the sound was muted somewhat, thanks to Midnight's spells.

*Brrrp*

"Excuse me," Terra sighed in content although he couldn't help but feel just a tad muggy. Then, he reached over and pulled Flash's head in to give him a big SMOOCH on the cheek before reaching up to pull Midnight 's face closer and give him one too. They both complained a bit as Terra laughed and said, "Sleep tight, guys! Heheh!"

"Ha-ha, hilarious," Flash huffed, but he couldn't stop himself from smiling a little as he resumed his prior position and honestly felt a little safe with Terra resting his head on the pegasus's back.

"Hm-hm, good night, guys," Midnight chuckled softly before wiggling a bit to get comfortable on Terra's back... which was starting to feel just a tad slick. Hmm, maybe he's just getting a little hot with all of us in here like this...

Rest began to settle over the stallions despite being smooshed together in this tiny tent. Terra smiled contently as he began to drift off and pulled Flash in for a cuddle. Flash didn't really care as he too was beginning to sink into the bliss of slumber, and he nuzzled up to Terra. Midnight however wasn't in a somnolent mood. He was comfortable on Terra's back but he just couldn't seem to fall asleep no matter how much he tried to relax.

Why can't I...! Midnight soon realized that Terra's back was getting slicker with sweat and the big earth pony was feeling warmer too. Not only that...

*Sniff... sniff-sniff-sniff*

Is... is that... Terra?! Midnight thought, smelling a scent growing stronger and stronger, especially in this confined space.

He wasn't the only one. The scent was picked up by Flash as he was about to be lost to a nice snooze, only for said scent to cause a stirring. In his mind and in his nether regions, and so was Midnight. The sapphire unicorn felt his stallionhood stir with interest and begin to unsheathe.

"Uh-oh...!" Midnight tensed up as he felt his flare react to the musky air within the tent.
"Wha... oh no!" He heard Flash whisper below.

"Mmm..." They both heard Terra, sounding blissful but happily dozing. Even so, his own sniffer could detect an air of arousal and the big earth pony shifted a bit before he pulled Flash closer, pinning the poor pegasus under the big blacksmith's chest, and he rested his head... a tad too close to Flash's lower half for his liking.

"Urrrrgh..." Flash whined, starting to grow increasingly uncomfortable, what with being buried under a heavy pony, the closed air muggy and musky, and worst of all was the warm puffs of Terra's breath on his stallionhood!

Meanwhile, Midnight groaned "Nnngh...!" as he fought the urge to clop as his member was almost fully erect and just begging for release! Alas, Terra's musk was aggravating his arousal, causing him to fidget on Terra's back.

Unfortunately, at that moment, deep inside Terra's guts, those peppers were starting to disagree with his system, evident by the loud rumbly in Terra's tumbly. A sound Midnight had become erroneously familiar with, and for some reason it aroused his member to almost to the point of being painful.

"Oh no...!" Midnight uttered softly as his pupils shrank to pinpricks. He didn't know what to do, but he was compelled to do something! Looking left and right, barely able to lift his head since his horn poked at the tent ceiling, Midnight tried to carefully re-position himself on Terra's back, but he felt Terra's sides shuddering as his insides were doubtlessly getting backed up.

Whaddoo I do, whaddoo I do?! Midngiht thought as he was really starting to sweat, groaned miserably as his member demanded attention he couldn't give it at the moment, and the musk in the tiny tent wasn't helping.

*Gurururrglur...*

"Midnight...?" softly whispered the nervous voice of Flash, helplessly pinned under Terra. "What was that!?"

"Uh- Just... stay calm, Flash!" Midnight whispered back as he miserably ignored his aching stallionhood and tried to think up a solution, "I'll... I'll think of something!"

Midnight didn't dare wake Terra or move or jostle the earth pony for fear he'd loosen his bowels, but he could feel Terra's insides bubbling, and apparently so could Terra, as the big earth pony began to groan, sounding like he was in discomfort.

If I can just get to my bags- !!! Midnight thought, only to loose his balance from leaning too long towards one side of Terra, and the earth pony's back slicked with sweat made any effort to regain his hold and balance impossible.

Oh buck me with a splintery wooden dildo! Midnight thought as he fell into the lack of space between the tent wall and Terra's side, becoming stuffed between them, and he panicked, his hind leg flying out... and striking Terra's belly, causing the earth pony to be jolted awake!

Not only did it jolt Terra awake, it also caused a disturbance that went rushing towards his behind.

*PPHHBBBBBBBBBBBBBBBBBBBTTTTTT~!!!!*

Terra let out a low groan as some of the pressure that built up in his sleep escaped and filled the tent with an intense wave of heat and a stench too horrid to describe. The tent walls rippled and were even stretching from the pressure of all that gas it now trapped inside. By the end of it, Terra was a sweaty and panting mess. He didn't know what was going on as he had only just abruptly been woken up. But this pressure in his gut was both discomforting and warm. He could feel it, bubbling and grumbling inside of him, almost too distracting for him to realize the smell and his friends sharing the tent with him.

"Ow...!" Terra rubbed the part of his belly that had been erroneously struck, and grimaced as he felt a disturbingly loud bubbling in his guts... and the pressure was building as he felt his belly begin to swell up!

Uh-oh... a storm is brewing! But where are...? Terra didn't have time to think about his friends because his barrel was puffing up, the pressure absolutely demanded freedom that it would not be denied! So in his efforts to hold it in, he was actually making it worse and causing his belly to inflate to the point where his hind legs could no longer feel the ground where he lay!

By now, Midnight and Flash had regained some sense of their wits and gaped in abject horror at the big, round, yellow ball between them! Flash could see Terra's face, twisted with misery and discomfort, and Midnight... he could see Terra's tail, struggling to push downwards. Alas, it kept twitching, allowing him to see Terra's pucker, futility endeavoring to keep it all in.

Seeing that Flash was gaping at him in horror, Terra had to assume Midnight was doing the same at his rear end, and he grimaced again as he groaned, "Sorry, guys... I-I don't... feel so good!!"

"WE GOTTA GET OUTTA HEEEERRRREEE!!!!!!" Flash screamed as he reached for the zipper to open the tent... only for it to get stuck! He squealed like a filly and started to desperately try and force the zipper open but it stubbornly held.

Then, to Midnight's wretched dismay, he watched as Terra's gloriously golden glutes began to quiver and the sounds of his guts grew louder and he sighed in defeat, "Welp... we're bucked."

"C-can't hold it...much longer..!!" Terra said through his mix of of grunting and panting in his struggle to hold back the storm that was surging through his system, until finally...!

"Guys... I'M SORRRRRYYYYYYYYY!!!!!!!!!!!!!!!!"

In the Everfree Forest, in the area surrounding a hill upon which three friends were camping, even as the rain poured and it began to thunder...

*KAFLOOOOOOOMMMMMMMMMMFFFFFFFFFFFRRRRRRRRRRRRRRRRRRRBBBBBBBBBBBBBBBBPPPPPPPPPPPPPTTTTTTTTTTTTTTT!!!!!!!!!!!!!!!!!!!!!!*

Birds flew in terror, beasts turned tail and ran, for despite the cacophony of the wilderness, that flatulent blast completely deafened it all with a bombastic burst of a boom that blared out for miles. And back on the top of the hill, the tent that had been their shelter waved pitifully in tatters as it was blown like a white flag of surrender in the harsh weather while Flash and poor Midnight, who'd taken the full brunt of it, laid on their backs. Terra however felt IMMENSE relief as he slumped down to his belly and sighed as he uttered, "Ugh... glad that's over..."

Terra groaned from his aching plot as he forced himself to sit up when he noticed Midnight and Flash and grimaced to see their eyes pinpricks, their hind legs twitching... and their erections still at full mast?!

"Hoo boy..." Terra gulped but then he finally took notice that they were getting soaked and gazed up at the rainy sky, seeing the raindrops fall around him. "Aw crap, now what're we gonna do?"

"Uuuggghhhoooohhh..." Terra looked to see Midnight and Flash were stirring awake. Understandable, given they were both now as wet and cold as he.

"Uh... hey, guys," Terra smiled nervously, his ears pressing back against his head, as he wondered if he should run for his life. "So... that happened, and now we're... without shelter."

"Yoooouuuuuu...." responded Midnight and Flash, their voices seething, their eyes condemning, as they wobbly turned over and struggled to stand up onto their hooves, glaring a rusty, jagged piercing stink eye straight through Terra, that he felt his knees turn to jelly and was on the verge of wetting his hooves.

"N-now-now, guys, let's- Let's not loose our heads," Terra held up his forehooves in surrender but also gestured them in a calming gesture. It didn't work.

"What... the buck... is wrong with you?!?!"! Midnight glared, his eyes blue like the most intense tongue of flame.

"I know! It's all those peppers you ate!!!" accused Flash, flaring his wings in an aggressive manner, though the gesture was wasted as his feathers drooped in the rain and they all shivered as the cold rainy wind blew down upon them. "BRRRRRR!!!! We gotta shelter ourselves or we'll get pneumonia! It's too cold even for me!"

"Uh, yeah, well," Terra touched his hooves together in a guilty way, "Our tent is..."

"Blown to pieces, thanks to you," Midnight harrumphed before groaning miserably, "And I don't have anything in my bags that will help! Wait..."

Midnight levitated his bags over ("It's a miracle these weren't blown away by that-that... flatulexplosion!") and started rummaging through it.
"No... no, that won't help... Gee, I've been looking for that... ARGH!!"

Midnight pulled out a large cloak, "I have this weatherproof cloak, but it's not big enough to shelter all of us!"

"Well, we can't just pack up and go home," Flash complained, "Ponyville's too far from our position, and it's not safe to go through the Everfree in this weather this late at night! We'll just get lost or we'll run into predators or monsters!"

Terra felt awful, seeing his friends in these miserable conditions and he knew it was his fault that they were in this situation, I gotta fix this somehow... but how?!

He wracked his brain for a solution, but both Flash and Midnight had pointed out the particulars of this conundrum: It was too dark out and too far to try and find their way back to Ponyville, not to mention too dangerous because of the Everfree wildlife and monsters. There was only one cloak that could protect the wearer from the awful weather and it wasn't big enough to share.

Then... his thoughts drifted back to his previous adventures with Midnight. Particularly one involving him accidentally drinking a potion.

Could that work? he wondered, And even if it could, would they be willing to try it?

It was in that moment when a rather strong rainy gust blew over them all, causing them to groan and whine miserably, hunching their shoulders, as they just continued to be cold and wet and miserable that Terra sighed and thought, Well, I don't see any other choice!

"H-h-hey, g-guys?" Midnight and Flash glared reproachfully at Terra, who looked awful, as in he felt terrible and remorseful, along with his misery as he looked at them with oddly cute and adorable puppy-dog eyesful of sad.
"Listen... I really am sorry that this happened, and you have every reason to be angry with me. But Flash is right: We can't go home until morning and the weather has cleared and if we don't do something soon we're all gonna get sick. But... I have an idea, if you're willing to listen."

It was surprising how puppy-dog eyes could work for a stallion Terra's size and age, but it cracked their emotional bitterness as Midnight and Flash shared a look and shivered as they sighed and Midnight asked, "Alright, Terra... what do you have in mind?"

"Midnight... do you have any more Elasticity Potion?" asked Terra, and it only took Midnight a moment to put two and two together.

"Are- I... you- Terra! You can't be serious!!" Midnight shivered incredulously.

"What? What're you guys talking about?" asked Flash.

"Look, if we don't do something soon we're gonna get sick or perhaps even freeze to death!" Terra reasoned, "You only have one cloak for harsh weather, but if you-"

"Did you forget what a literal pain in the gut that entire experience was?!" Midnight facehooved but honestly he could see the logic in Terra's proposal.

"I know! But at this point what other choice do we have?" Terra pressed, "Even if we tried huddling together for body warmth, we'll be miserable and we're likely to get sick or worse! It's just for the night, and I promise to let you both out in the morning!"

"Let us out of what?!" Flash was starting to get nervous and he didn't know why.

Midnight sighed morosely, "But you'll still be exposed, even with the cloak!"

"I'll be okay, knowing you guys are sheltered and warm," promised Terra with an assuring smile, "and besides, my fat and the cloak will help keep me warm through the night."

Midnight honestly felt touched by Terra's words and intentions (unorthodox as his idea was) when he had an idea.

"Wait..." Midnight rummaged through his bags again, this time, pulling out a silver necklace with raindrop shaped blue gem. "I enchanted this jewel to make the wearer water-repellent. It should keep you dry and help the cloak with keeping you warm."

Midnight levitated the loop of the necklace over Terra's head, and he smiled thankfully as the gem started to glow and... the raindrops veered away from Terra! Flash and Terra were both in awe as the earth pony was spared from the rainy wetness and then the cloak was draped around him, shielding him from the cold wind.

"Oh yeah! This'll do nicely," Terra smiled as he pulled the cloak tighter and felt the hood snug over his head and ears, "I'm feeling better already."

"Now hold on!" Flash interjected indignantly, "Why does he get to be waterproof and warm when we're still soaked and frigged?!"

"Because he needs them, Flash," Midnight sighed in an 'oh well' sort of tone as he pulled out a familiar phial. "So that he can be our shelter."

"I still don't get what you guys are talking about?!" complained Flash, "And why is he drinking that stuff, whatever it is?"

"So he can do this," Midnight answered as his mana enshrouded Flash's whole body... and he lifted him up against his will towards Terra, who'd just downed the potion, looked at Flash with a determined look... and opened wide! Wider than any pony should have been capable of. It was almost like Terra had unhinged his jaws like a snake!

"WHOA-WHOA-WHOA!!! WHAT IN THE BUCKIN' TARTARUS?!" Flash struggled against Midnight's telekinetic hold but it was no use.

Before he knew it, Terra had closed his mouth over Flash's entire head! The young pegasus screamed, his voice echoing down Terra's throat as he began to swallow. Midnight hoisted Flash upwards so Terra could start swallowing Flash like a bird does its own food. Thus, Flash's struggles did him no good and gravity assisted Terra as he began to down his pegasus friend, the shape of Flash's head starting to become visible in his throat. His wings were pinned to his sides by Midnight's magic, which also held Flash's legs, both his forelegs and hindlegs, in place, preventing him from kicking or using his forelegs to resist, though it didn't stop him from struggling , futile as it was.

Flash's muzzle was pushed into Terra's throat, becoming visible as a bulge under his chin, as his shoulders soon endtered the earth pony's mouth. Because Midnight's magic held Flash's wings and forelegs down, there was nothing to hold him back as he slipped further and further downwards, Terra's throat swelling as he continued to swallow the pegasus down. Terra soon reached Flash's chest and the pegasus was going down further and further, his nose reaching a sphincter as he sunk further in... and Flash gasped in abject horror as his head popped into a fleshy sac that he realized was Terra's stomach!!!

Terra's belly rumbled in hungry anticipation of the meal about to drop in as Flash sank further into Terra's innards and Terra reached Flash's tummy. He was unable to resist running his tongue over Flash's tummy and he felt the tickled Flash shake in his throat and his laughs echo inside his belly, especially when he poked his tongue into Flash's navel. Then, Terra could feel Flash's shoudlers and forelegs emerging into his stomach and now that his forelegs were free, Flash started to thrash about inside Terra's stomach, espeically after the tickling.

Terra stopped teasing Flash and continued to swallow, finally reaching Flash's rump. The Elasticity Potion was working well, and Terra managed to widen his mouth a little more as he leaned back, resting onto his haunches while gingerly holding his belly with his forelegs... and he signaled Midnight. The blue unicorn understood as he let go of Flash's hindlegs and gravity did the rest. Flash dropped and was quickly swallowed entirely, his hindlegs going down and he slid into a sitting position within Terra's stomach and the earth pony sighed in satisfied relief that he was finished with Flash.

"LET ME OUT OF HERE, YOU CANNIBAL!!!!" they heard Flash scream from Terra's belly, muffled as it was though they could see Flash's punches and kicks to the walls of Terra's stomach, which caused Terra to groan uncomfortably with each impact.

"Ngh, Midnight...!" Terra winced, one eye closed in pain while the other glanced pleadingly at the sapphire unicorn, "I- ouch! I think we'd better get you in there so you can- OW! Explain... things to Flash... and calm him down!"

"Hang in there, big guy," Midnight began rummaging through his bags again, "I gotta get a few things... Aha!"

First Midnight pulled out a polished stone that had some kind of symbol engraved into it, and he placed it in a pocket within Terra's cloak.
"This is a Warding Stone; it's charmed with strong protective spells, to ward away potential predators so you don't have to worry about them attacking you in your sleep."

"Ugh, thank you..." Terra hated to sound curt but he was currently dealing with an upset stomach filled with an upset pegasus.

"Now, just gimme a a minute or two..." Midnight's horn lit up as he focused on something Terra couldn't see since the unicorn had his back to him.

"WHEN I GET OUTTA HERE, I'M CHARGING YOU BOTH WITH ATTEMPTED MURDER OF AN OFFICER!!" screamed Flash from within his fleshy confines.

"Errrrgghh, Midnight, hurry!" whined Terra as he did his best to keep Flash from moving too much inside of him.

"Almost..." Midnight furrowed his brows as he concentrated on his spellwork before he finished and sighed with a slump, having enchanted in haste. "Here we go... here, Terra."

Midnight levitated a small card-shaped object with what appeared to be a blue button in the middle, surrounded by magical runes. Terra accepted it, grititng his teeth from Flash pummeling him from the inside-out, before he asked, "Rrrgh, wha... what's this?"

"It's a remote teleporter," Midnight explained, "After what happened before, I looked into it and found out... teleporting inside of another living being was next-to-impossible, because my magic and your magic were, sorta... interfering with each other?

"So! I figured out a work-around; this remote teleporter will lock onto my mystic signature even though I'll be inside you. This will enable me to teleport out of your stomach, bringing Flash with me, so this time we won't have to go through all that trouble we did before."

"Rrgh, so I... I just gotta... press the button?" groaned Terra before doubling over a little from a particularly harsh kick that disturbed his family jewels even though they hadn't been directly struck.

"I'd... better get in there," Midnight suggested, "but you'll have a much easier time swallowing me this time around."

"H-how...?" whimpered Terra as the inner aches pained him so, and he watched as Midnight pulled out another potion from his bag.

"Urgh! So grosss... TERRA! MIDNIGHT!! I know you can hear me!!" Flash shouted as he continued to be a literal pain in the gut for poor Terra.

It was moist, warm, and slick inside of Terra's stomach though the confines was like being inside a sleeping bag that had been thoroughly soaked. Whenever Flash punched or kicked at the stomach walls, they stretched outwards but always went back when he pulled his limbs back in, like a stretched rubber band returning to its normal shape once it was freed. But he knew Terra could feel his punches and kicks, the way he heard Terra's groans and grunts of pain and he felt Terra holding his belly through the stomach wall that was the easiest to stretch, which he gathered was the wall of Terra's tummy while the wall behind him separated the pegasus from the rest of Terra's innards.

At one point, Flash had tried to force his way back up the way he came, but the sphincter, along with the gastric juices, made it too slick for him to get a grip and the sphincter itself was sealed tight. Then Flash had found another sphincter... at the bottom of the stomach, and realized where it went. He'd considered it for only a moment but the implication was just too disgusting.

"Grrrrrrrgghhh, TERRA! MIDNIGHT! SO HELP ME GODDESS I'LL GET YOU FOR THIS!!!" Flash screamed towards the sphincter at the top of the stomach... when he heard a light GULP sound and seconds later the sphincter seemed to quiver.
"Now what?!"

Then... the sphincter seemed to loosen and then he saw something begin to poke in. It was hard to see, due to how dark it was inside Terra's stomach. But Flash could just barely see it as something small and round emerged from the sphincter and dropped into the stomach with him.

"What... what's this?" Flash picked up what felt to be a small orb, slightly smaller than an apple, and he could just barely tell it was colored blue.

"What the...?!?!?" Flash yelped as the tiny orb began to glow with a turquoise light! And then-

*POP*

-he had a roommate!

"Ug... I'd hoped never to have had to use that potion again..." Midnight moaned as he rubbed his tummy and panted, feeling sick- "ACK!!"

-and then Flash had his hooves on the unicorn's neck, looking absolutely infuriated!

A moment earlier, Terra had moved to sit against the tree atop the hill they'd been camping on in order to get more comfortable. Then... he'd felt his belly suddenly blimp out as it gained a second occupant and then the thrashing inside resumed, only this time it wasn't directed so much at his insides as it was the second pony he'd swallowed. Never in all his life had Terra been this full before and he felt the two ponies struggling and shouting inside, hearing every word, feeling every movement.

"YOU PSYCHO WIZARD!!! YOU FED ME TO YOUR CANNIBAL FRIEND ALONG WITH YOURSELF?!"
"WOULD- URK!! Would you... WOULD YOU STOP TRYING... TO THROTTLE ME SO WE CAN TALK?!?"

*BOOMF*

Terra YELPED as he felt some kind of BOOM inside his belly and the violent motions seemed to calm down a little.

Urgh... please, Midnight, just get him to settle down so we can all go to sleep... Terra thought with a whimper.

"Look, Flash, we're okay! We're gonna be okay," assured Midnight's voice.

"In case you're deaf and blind... WE'RE IN A FREAKIN' STOMACH!!" Flash yelled, causing more discomfort to Terra from the loud shout along with the riled up movements.

"I know! I know, this has happened to me before," Midnight responded, keeping a calm voice, "It was... an accident, but it turned out... just fine. Look, we were in a very difficult situation but this fixes it!"

"Oh it 'fixes' it, does it?!" Flash remarked.

"Yes! Instead of being out in the rain, cold and miserable, we're in here," explained Midnight, "safe and warm, and Terra will be fine, with my cloak keeping him warm."

"Really? This was your solution?" said Flash incredulously.

"Well, it's not like we had any other good options," Midnight pointed out. "Like you said, we're too far to get back to Ponyville, we had no shelter and it was too dangerous to brave the Everfree Forest in the middle of the night!

"But this way, we're safe, warm, and we'll be able to get a good night's sleep before we all head back home when the sun comes up."

"You expect me to sleep in here..." Flash said with a 'are you for real' tone.

"Better in here warm and snug than out there cold and miserable," Midnight pointed out, "Look, you face one way, I'll face the other, our backs will be to each other and that will be it. You honestly can't say it's not that bad in here."

Terra felt them shuffling around in there, probably getting comfortable and he was pretty sure he could hear Flash's muffled grumbling.

Well, least that's over and done with, Terra thought but he couldn't resist rubbing his belly, specifically over Midnight's head. He couldn't help but smile. It was a bit odd, but he actually rather liked this feel. Not just feeling full and satisfied, or from the subtle shifting of his two guests inside him. Rather, it was the feeling knowing that his friends are somewhere safe and warm. Knowing that he is protecting them.
Sleep well, guys...

Terra took a deep breath, relaxed, and laid back against the tree, letting blessed slumber finally take him away as he listened to the music of rainfall.

Chapter 10. A Studly Gesture

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The whistling of a bird and the warm sunshine roused Terra from his sleep and he stretched his forelegs out before looking down at his belly, glad to see (and feel) his guests were apparently snoozing peacefully.

Ehh, I just know I'm gonna wake `em up, but my dogs are barkin' for a stretch, Terra thought as he carefully sat up and released some pressure out his backside that had been building through the night. Then he leaned forward, stood up and began to stretch his legs.He groaned in satisfaction, feeling his leg muscles stretch from being bunched up for so long and felt a pop or two... when he realized something.

Looking down, he realized, I... I can stand!

Indeed, Terra was able to stand on all four of his hooves and though he felt his two stallion-full belly sagging under neath him, it didn't touch the ground. He craned his neck downward to give his belly a closer look and saw that despite his cargo it remained two or three inches off the ground.

"Whoa... and before I could hardly walk at all when it was just Midnight!" Terra whispered to himself.

Still not quite sure of the situation himself, Terra had to do something to confirm it. With a mighty heave and some strain on his back, the earth pony lifted himself up until he was only standing on his hind hooves alone. Using one for hoof to balance himself upright against the tree and the other to rest upon his stuffed belly that wobbled and bounced during lift off (which luckily didn't disturb his passengers). Just as he thought. Terra was indeed bigger. The ground below him felt further away, which at first was disorienting being different than what he was use to.

However that disorientation was forgotten and replaced with a sense of pride.

Gently dropping back down onto his hooves and sitting back onto his haunches, Terra looked down at his belly again, feeling Midnight and Flash sleeping soundly. Safe inside him.

"Hmm, I think I'll just let them sleep in," Terra said to himself as gathered up the supplies, Midnight's bags, and then he began walking down the hill. "Be a pleasant surprise for them to wake up and we're back in Ponyville."

Emerging from the foliage, Terra sighed in relief to see Ponyville straight ahead. It'd been a long walk, especially for him, and the sun was still rising towards its apex. Yet, despite the trek, he just couldn't help feeling the way he felt in that moment. After such a long walk managing to carry his friends safe in his belly while hardly breaking a sweat, his head was held height with a sense of pride in each step he took.

As he made his way into Ponyville, he could see the locals were already going out and about. A quick glance at the clock tower informed him it was only a quarter after nine.

Shoot. I should have woken up sooner, Terra thought during his stroll through town. He didn't want to make a scene or cause some rumors to start, but there was something that kinda made him like the attention.

Although there weren't that many ponies out and about, some couldn't help but notice Terra, sauntering through the neighborhood, obviously feeling good, the way he walked. But thankfully, he was covering himself with his tail since he hadn't showered yet. He passed by the local flower mares, Daisy, Lily, and Rose, and gave them a roguish smile, causing the three of them to swoon and titter. Terra was a coltcuddler, but that didn't mean he didn't mind the attention from the opposite sex.

I should get home, Terra thought, these boys will be waking up any moment now. Maybe I could surprise them with some breakfast.

It was still a bit of a ways till Terra reaches his home, giving him more time to enjoy his walk in the early morning sun and shoot a couple looks at ponies watching him stroll by. He was preening so much, Terra didn't notice the-

"Oof!"/"Ow!"/"Oh my!"

Terra stumbled but managed to stay standing. Although he quickly saw he'd bumped into two mares he knew, Applejack, who was being helped to her hooves by Rarity, the local seamstress.

"Oh! Please pardon me, ladies," Terra apologized, feeling like the oaf he was. "Uh- Can I help you with something or-"

"Oh no, tha's fine, thanks," Applejack dusted her hat off before putting it back on and... looking up at Terra. "Hoo boy, aren'choo quite th' haystack?"

"Indeed! Terra, is it?" Rarity asked, getting a polite nod from Terra. "Rarity, we met at your party, I believe?"

"We did indeed, madam," Terra said with a sultry look as he gave a gentlecoltly kiss to Rarity's hoof, making her blush and titter just a bit. "Now, correct me if I'm wrong, but you're a seamstress here and run your own boutique. Is that right?"

"Why yes, Carousel Boutique," Rarity answered proudly before posing, "Where everything is chic, unique, and magnifique!"

"What a coincidence we ran into each other then! I've heard a lot about how you work gems into your designs. I may not look like it, but I actually craft jewelry in my spare time. It's a bit of a hobby!" Terra went on, almost as if he forgot that his passengers would be waking up any minute.

"Really? I would love to see samples of your work," Rarity's interest had been piqued. It was rare to find a stallion who would admit to working on jewelry, much less be proud of it.

"I'd be happy to! Let's arrange an appointment, I'll come to the boutique, show you some pieces of my work," Terra smiled.

"Oh certainly, darling, how does tomorrow at noon sound to you?" asked Rarity.

Terra gave it a thought, I don't have any plans other than me and Midnight working on the shield... No, I should be sure of things before I make plans.

"Um... lemme get back to you on that," requested Terra with a hopeful smile, "I just want to make sure my schedule's clear. If it is, I'll see you tomorrow at noon. If not, I'll send word when a good time would be."

"That works," Rarity agreed, "though don't keep me waiting, darling, I'm looking forward to seeing your goods."

Applejack rolled her eyes, but she couldn't help but notice how big Terra was.

"Great! Now then, if you ladies will excuse me..." Terra said as he tried to excuse himself. He made a tipping of the hat motion towards Applejack and just as he was about to walk past the two he winked over his shoulder at Rarity. He resumed his sauntering stroll down the street with a rolling sway in his hips and making sure his tail was down to cover his naughty bits.

"Oh-ho-ho my!" Rarity couldn't help but fan herself a bit, "Applejack, forgive me for sounding shallow, but although I don't normally go for stallions of... Terra's physique, I must say he's quite the stud..."

"Eeyeah, but... sugarcube?" Applejack and Rarity watched Terra go, his hips swinging confidently, "Izzit jus' me... or duz he look taller than before?"

Arriving home, Terra entered his living room, honestly still surprised his passengers had yet to wake up, Good. That gives me some time to relax for a bit. That was a pretty long walk...

After setting all the bags neatly on the floor, Terra let out a long and satisfied sigh as he finally had a chance to get off his hooves and sit back on his couch. He took up almost a third of it now as he laid back against it and let his belly partially hang over the edge between his thighs. Terra may be a hard working stallion, but sometimes he preferred just this. Sit back, relax and watch a show on his TV. He would have grabbed some snacks to munch on, but Midnight and Flash were doing a good job in keeping him full. With one hoof on the armrest and the other idly rubbing his stuffed belly, Terra couldn't help but smile as he shuffled through the channels to find something good to watch.

It was only a short while after Terra started flipping through channels when his passengers began to stir awake.

"Mmm..." Midnight's eyes began to creak open just a bit, as awareness and recollection returned to him.

Oh... that's right... he thought with a drowsy state of mind, We slept inside of Terra and... hold on...

Midnight distinctly recalled falling asleep back to back with Flash, so that neither of them would have to interact any more than necessary within their fleshy slumber. So then... what am I...!!!

Midnight carefully looked down... and saw that he and Flash were cuddled up, embracing each other, Flash pressing his cheek to Midnight's chest, which made him blush. On one hoof, he found it kinda cute, but on the other he was distinctly afraid of what Flash was gonna do once he woke up.

Whaddoo I do, whaddoo I do?! Midnight thought, trying not to panic. He listened, hearing the soft gurgles of gastric juices of Terra's stomach and...

"We now go live to Novel Scene at the Baltimare Museum," said a familiar voice and Midnight recognized it, even muffled through Terra's stomach walls.

Wait... is Terra watching SHM News?! he thought in light outrage. He didn't wake us up or let us out this morning, he carried us all the way back to his house?!

Groaning, deciding to yell at Terra later, Midnight looked back down at Flash and considered how to get out of this awkward embrace. Unfortunately, Flash had his forelegs wrapped snug around Midnight's barrel, as though the pegasus was snuggling a teddy bear. Getting out of this wasn't going to be easy, but if he just moved slowly and careful-

*Rrrrmbbllglg*

"Oh no..." Midnight uttered in crestfallen defeat, having felt Terra's guts shake around him through the stomach walls.

He felt the stomach chamber tilt a little to the side and...

Figuring since he was alone and his occupants were apparently still asleep, Terra shrugged off any shame as he felt the pressure building inside of him. In a similar fashion to his dad, he leaned over to a side of the couch and raised a hind leg to give him more range as he let loose of a bassy and bombastic barrage that echoed through the room, and sighed in content... until he suddenly felt a shuddery shake in his stomach. And then he heard their voices.

"WHAT THE BUCK!??!" came the voice of Flash.
"Flash, calm down!" responded the voice of Midnight in earnest.
"Calm down?! You were cuddling me!!!"
"I was not! You hugged me in your sleep!!"
"Why are we still here?! I thought you said Terra was supposed to let us out! TERRA!!!!!"

Terra grimaced in pain when he felt a punch inside his stomach and fought back a tear, "Guys... relax! I woke up, you were still asleep, and I didn't wanna wake you. So I carried you back home to Ponyville but I needed to get off my hooves and sat down to relax!"

"Well that's fine and dandy but now if you'd be so kind," Flash said sarcastically before he thrashed and screamed, "LET! ME!! OUTTTA HERRRRREEE!!!!!"

"ALRIGHT!! Just- Ergh! Lemme get the remote teleporter..." Terra grumbled as he heaved himself off of the couch, ambled to the bags with his gut swaying under him, and dug out the tool.
"How do I use this, again?"

"Just point at where you want us to appear and then press the button," instructed Midnight, "I'm already prepared in here."

Sighing, Terra thought, Welp, it was fun while it lasted, before he pointed at the middle of his living room floor and pressed the button. In a FLASH of soft blue light, followed by a sudden emptiness inside that startled Terra bit, Midnight and flash plopped onto the floor in a heap, the both of them covered in gastric juices.

"UuUUuurrghh..." Flash rolled away from Midnight, disoriented, and struggled to his hooves while Midnight did the same, feeling just a tad chilly from the AC after being used to the warmth of Terra's insides.

"So, uh... good morning, fellas," Terra forced a smile but the stink eye Flash gave him in response made him gulp nervously. "Okay! So... why don't you guys clean yourselves up. Go ahead an use my shower while I make us breakfast!"

"I'm going first," Flash said firmly and went to take the offered shower after Terra pointed out where it was.

Terra noticed that Midnight was still shivering a bit, and threw the blanket from his couch onto the unicorn, who was a tad surprised by the gesture as he looked up at Terra... and for the first time, he noticed the earth pony looking larger than life than he normally did.

"Oh don't worry about getting that messy," Terra said kindly as he turned around towards his kitchen to get breakfast started. "I'll just throw it in with some laundry I've been putting off."

"Terra. You, uh... you seem... a tad different?" Midnight tried, not wanting to sound rude or anything.

"You mean bigger? Yeah, I noticed!" Terra chuckled as he got out a couple pans and threw some hay-bacon into one and eggs into the other. "I, um, was able to walk back to Ponyville, with both of you in my gut, which didn't touch the ground because I was able to stand up straight on all of my hooves! Weird, right? I mean, before when it was just you, I could barely waddle!"

Wiping himself off a little, Midnight went into the kitchen and sat at the dining table, as he stared at Terra. The big earth pony was certainly bigger. Not that much bigger, but it was still noticeable. Before, Midnight had seen how Terra was maybe a few inches shorter than his refrigerator. Now? Terra could peer straight over his fridge without tippy-hooving! His legs seemed a tad thicker, his chest broader, and his belly and plot were a little rounder and plusher.

"Y'know, I actually have two showers," Terra brought up, "Flash is using the house bathroom, but you could use my bedroom bathroom."

"Well, I-" Midngiht wanted to protest even though he wasn't sure what he wanted to say. But Terra shook his head.

"Go on, get cleaned up, you'll feel better, especially when you guys have a freshly made breakfast waiting for you."

"...Okay," Midnight turned to head down the hallway towards Terra's bedroom, but couldn't help looking back to stare at those golden glutes. He realized he liked what he saw, when he felt a stirring in his loins and hurried off, intending to take a cold shower.

A while later, Terra, Midnight, and Flash were sitting around the dining table, enjoying a breakfast of waffles, scrambled eggs, hay-bacon, hash browns, buttered toast, with orange juice and coffee available to drink. Midnight and Flash both noticed that Terra was so big that even sitting on the floor, he was still taller than them sitting at the table. Terra had made quite a spread with ample helpings, a lot of which he was shoveling into his mouth.

Midnight and Flash were both clean and refreshed after their showers, but apart from Terra being to busy stuffing his face, hardly a word was spoken over breakfast. Midnight was enjoying his food but he couldn't help but notice how quiet and hesitant Flash was. The pegasus had hardly taken a few bites and kept poking at his food, looking deeply unsettled. Midnight could only imagine why. He looked over to Terra and mentally sighed at how oblivious Terra was to Flash. Before Midnight could say anything to Terra, both of them perked their ears to the sound of a chair sliding back and they looked to see Flash standing up.

"Um... Listen, I... I'm gonna go. I should really check on my police station in case anypony needed to talk to me or... something," Flash said awkwardly and hesitantly before he turned and made for the door.
"Thanks for breakfast."

"Oh! Uh- Okay, um... Flash!" Midnight called after him, "We'll work on Netitus later, we'll let you know when!"

But Flash made no sign that he'd heard Midnight's words as he closed the door behind him, leaving Midnight and Terra by themselves with yet a sizable breakfast to finish. Midnight and Terra shared a concerned look, although Midnight raised a brow at Terra, who realized his cheeks were still full of food. Realizing this, he made a mighty GULP, a bulgy lump sliding down his throat, and he washed it down with a big swig of OJ.

Sighing and then wiping his mouth with a napkin, Terra cleared his throat and awkwardly said, "I, uh... hope he enjoyed the meal."

"Considering he spent last night and this morning as a meal, Terr?" Midnight shook his head, "I kinda doubt it."

"Oh boy..." Terra leaned onto the table, which creaked and whined just a bit in protest, as Terra scrunched his face in pondering, "I never meant to make Flash uncomfortable, I... guess I just..."

"Maybe we can do something for him," suggested Midnight, "something fun that he can enjoy and maybe set him at ease so he won't feel that way hanging around us again."

"Hmm..." Terra gave it a think and somehow it just came to him as he grinned and said, "I got it! Howsabout... a Guys' Night!"

"Guys' Night?" echoed Midnight.

"Sure! We invite Flash and maybe a couple more guys over, have a night of masculine activities," explained Terra, "like playing touch-hoofball, watch a game on TV, friendly card games, chips n' dip, light booze, the works!"

"Huh, y'know, that-that sounds like a fun idea!" Midnight's eyes lit up with interest.

"Awesome! We'll do it tonight," declared Terra, "once we're done here, we'll go out, get some things, come back later, and set everything up. You tell Flash to come, he'll probably be more comfortable with you inviting him, but also invite one or two more stallions."

"Okay, what do you want me to-" Midnight tried to ask, only for Terra to raise a hoof.

"Hold that thought... you gonna eat anything else?" Terra asked.

"Uh, no, I'm good with what I have," replied Midnight, looking at his platter.

Licking his lips, Terra eyed the rest of the breakfast still on the table, which included the plate Flash didn't finish, "Well, no point in leaving leftovers!"

And Terra began shoveling all the rest of the food down his gullet, intending to leave nothing leftover. Midnight was flustered, but he kept a protective hold of his own food as he watched Terra inhale everything else. It was so much like when they'd first went out and had lunch together the day they met to start repairing Netitus, only this time it was easier somehow.

It has to be because he's bigger than he used to be! Not by much, but still...

Midnight absentmindedly tried to finish his own breakfast, but he was so distracted by Terra's consumption so ravenous that despite Midnight having far less food, Terra finished the rest of the spread off in a matter of minutes.

"Hoo, my compliments to the chef," Terra joked as he leaned back on his haunches, propping himself up with his left forehoof while using the right to rub his belly, which began to gurgle and quiver, before Terra opened his mouth and...

*BUUUUUUURRRRRRAAAAAPPPHHPH*

Sighing in content, Terra stood up and started collecting the dishes on the table and setting them over beside his sink. As he did so, Midnight wouldn't help but notice Terra's musk tickling his nostrils and he felt a tingling of arousal, especially since he also noticed Terra's coast had a subtle sheen of sweat, making his yellow body (especially his ass) glisten.

"So let's see..." Terra mused as he began washing dishes, "All we really need is some good eats, but maybe a hoofball too, in case we wanna play a game if there isn't one to watch on TV. Oh! And playing cards, too. I don't have any. What do you think, Midnight?"

"Mmm..." Midnight was trying to finish his breakfast, but he was staring more than chewing. At Terra's flanks, withers, muscles, and fat, and of course, his ass. The way they jiggled and bounced at the subtle motions as Terra scrub-a-dubb-dubbed the dishes was so... mesmerizing. Even while Terra didn't have any decency glamour to hide his more precious bits, Midnight couldn't bring himself to tear his gaze away.

"Midnight? Midnight!" Midnight snapped out of it and gulped nervously to see Terra looking at him, bewildered. "Are you okay? I was asking you for input about the guys' night we're gonna have, but you seemed zoned out."

"Oh, uh- I... I'm done eating," Midnight levitated his plate (which wasn't quite licked clean) over to the dirty dishes. "I... was just taking a moment as I digest."

"Well, okay." Terra had a feeling Midnight was fibbing but didn't push it. He resumed finishing the dishes and said, "So, I'll go out, get the food and drink for tonight, and I'd appreciate it if you could get a hoofball and a pack of playing cards, and whatever else you think would make tonight even more fun."

"Um, sure I can do that," Midnight took his eyes away, "I'll ask a couple stallions I know if they wanna come tonight, and i'll also tell Flash. I'll do my best to convince him if he's not sure about coming."

"Perfect, and I'll start cooking once I have everything and get back," Terra finished the last dish and set it with the rest of the clean dishes to dry before turning around and sitting back at the table and phew'ing
"Whew! I can't believe I'm only just now noticing how sweaty I am! I didn't think to shower myself because I suggested you guys clean up first while I cooked breakfast."

"Go ahead and clean yourself up before you head out," Midnight stood up from the table, "I'll get what you asked and started asking around for some guys to come tonight, and especially Flash. Also, I kinda wanna speak to Twilight about something."

"Thanks, Midnight, see you tonight," Terra stood up and made his way down his hall towards the bathroom, subtly feeling Midnight's eyes all over his ass and it made him smirk.

Sitting at his desk in his police station/home, Flash tried to loose himself in paperwork, which he'd never had the patience for. He was a stallion of action and doing, not organization and filing. His station wasn't quite finished; the holding cell hadn't even been started yet and for some reason power wasn't getting to his basement or his interrogation room. He was just glad he had electricity, gas, and running water in his apartment on the second floor.

Sighing, Flash gave up and his thoughts returned to what had happened yesterday, last night, and this morning. He'd done and been through some crazy things, there was no mistaking that. But nothing as crazy as what had happened recently. He'd been swallowed alive and spent the night in somepony's stomach, for goddess's sake!

Yes, he'd bonded with Terra and Flash, and it had been a real comfort to make friends that way. But now, he felt so weird and conflicted even thinking about them, and he wasn't sure what he should think at all! Should he avoid interacting with them ever again? Should he just take the shield and avoid them entirely? Should he arrest them for what had happened? But then those thoughts made him feel bad somehow.

Yes, what had happened was really strange and gross, but Flash couldn't help it. He'd made a connection with those guys, a connection stronger and closer than he'd ever felt with any of his fellow guardsponies. Even his friend Spearhead.

"Argh! Maybe a patrol will help," Flash put on his police uniform, which was just a shirt, tie, badge, and belt, before stepping out.

He tried to move with purpose and authority as he walked down Stirrup Street, but he couldn't get his mind off what was troubling him. Sure, the sunshine and fresh air was nice, as was getting hellos and friendly smiles from his neighbors. Even so, none of it helped to clear his head of his troubling thoughts bothering him like a pet begging for scraps by the dinner table.

Sighing, he kept walking as he thought, Maybe i should... talk to them. But it'd be so awkward, embarrassing! Weird with a capitol W!

Flash was so focused inward that he didn't see-

"D'oh!"/"Ow!"

He almost fell back onto his rump, but heard a soft thud as he rubbed his head and looked to see it was Midnight, rubbing his cheek before they both noticed each other and a long and awkward silence ensued.

...

"Um," Flash cleared his throat, "excuse me. Not to sound rude, but try to be more aware of what's going on around you."

"Sorry about that, Midnight said as he stood up and noticed Flash about to continue on. "Wait! Flash, don't go just yet, I..."

Flash paused but he didn't look back, so Midnight had a feeling he should tread lightly.

"Listen, Flash, I... Terra and I, we're-we're sorry. For anything and everything we did to make you uncomfortable. Things just got out of hoof and... we worked with what we had to deal with our situation out there."

"...It's okay," responded Flash but he still didn't look at Midnight.

"Well, Terra and I wanna to make it up to you," Midnight offered with a hopeful smile and tone in his voice, "Would you be up for a little guys' night tonight?"

That got a reaction from Flash, who looked back at Midngiht, a glint of interest in his eyes along with reluctance on his face.

"Yeah, we're gonna invite a few other guys over," explained Midnight, "have some guy time, watch a hoofball game on TV, play cards, just typical guy stuff. Hang out! It'll be tonight at... oh, damn, we never agreed on the time! Uh... would six-ish work for you? Please come, Flash. It'd mean a lot and..."

"...I'll consider it," Flash said, halfheartedly. "Who else will be there?"

"I was thinking of inviting a couple stallions I know," Midnight answered, "One is Big Macintosh, you met him at your 'Welcome to Ponyville' party. Applejack's big brother?"

"Oh yeah, the red farmer," Flash nodded, "who else?"

"Thunderlane, from the local weather office," added Midnight, "maybe one or two more, but we don't want it to be too many guys."

"Well... okay," Flash agreed, sounding a little more interested, "Around six, you said?"

"Six-ish?" Midnight shrugged before deciding, "Uh, let's make it six-thirty, to be safe."

"Okay then, I'll be there," Flash nodded, "See you all tonight."

Thankfully, Big Mac had been at the Apply Family stand in the marketplace today, and Thunderlane had been saddled with paperwork in the weather office thanks to Rainbow Dash, and both had been delighted to accept Midnight's invitation to a guys' night. At the same time, Midnight had bought a hoofball and pack of playing cards per Terra's request, but now he wasn't sure what to do next.

I could head back, help Terra out, he thought, but it's hours until this evening and I don't really have much else to do...!

He'd peered up and realized he was looking straight at the Golden Oaks Library down the street, and Midnight smiled and thought, Or maybe... Twilight wouldn't mind a visit.

He approached the door and knocked before waiting just a few moments, until it opened, revealing Spike.

"Oh, hi, Midngiht. You here for a book or something?"

"Hello, Spike, actually..." Midnight felt butterflies in his stomach for some reason, "I... I'm wondering if Twilight's here."

"Oh sure, c'mon in," Spike invited and as the unicorn did, Spike called out, "Hey, Twilight! You have a visitor!"

"Coming!" Twilight appeared on the stairs not a moment later and she smiled, "Midnight, what brings you by?"

"Oh, I was... just in the neighborhood," shrugged Midnight, "but if now's not a good time-"

"Oh, no-no, please, make yourself comfortable," invited Twilight before asking, "Spike, would you bring us some tea and a platter of those sugar cookies?"

"Uh, do you have lemonade instead?" asked Midnight as he sat at one of the reading tables in the library, "not really a fan of tea."

"You got it," Spike gave Midnight a thumb's up before heading into the kitchen as Twilight joined Midnight at the reading table, getting comfy on the sitting cushion next to his.

"So, what's up, Midnight? Anything interesting you wanna talk about?" asked Twilight.

"Well, not much except that, uh..." Midnight rubbed the back of his neck, "Terra and I are... having a little guys' night at his play this evening."

"Ooh, sounds fun," Twilight raised a brow, "Just you two?"

"Uh, no, actually," Midnight cleared his throat, "We're kinda doing it for Flash."

"Flash Sentry? The new police officer?" asked Twilight.

"That's him," Midnight nodded, "We, uh... well, nothing bad happened but Terra and I kinda made him uncomfortable about something, so we're having this guys' night as a way to apologize."

"What happened?" Twilight leaned forward.

"Sorry, sister, that's for us to know and you to spend your nights boo-hooing, cuz you'll never find out," Midnight smirked teasingly.

"Oh c'mon!" Twilight groaned, "You still do this to me?! Wave the gender card to keep your little secrets?"

"Hey, I had to do something to get you to stop being nosy back when we were foals," Midnight chuckled, "But back then, you were in the 'ew, boys' phase of your fillyhood."

"That didn't stop me from being friends with you," Twilight pointed out wit ha raised brow, before her demeanor softened, "...I really missed you after you left, Midnight."

"...I missed you too, Twilight," Midnight apologized, "and I'm sorry for hurting you like that. It's just... I couldn't take her anymore."

"She wasn't the same after you left," Twilight brought up, "she locked herself in her chambers for weeks. Didn't talk to anypony unless if it was to hear progress reports on the search for you.

"Eventually, a month went by before I saw her again. She involved herself more in my studies than she did prior. I tried a few times to talk to her about you, but... she'd just shut down, and the pain in her eyes was heartbreaking."

Although Midnight looked regretful, Twilight could see his expression remained hard and distant.

"Midnight, I know this isn't what you want to hear," Twilight reached over, taking Midnight's hoof into her own, "but at some point, you're going to have to face her, talk to her. I've kept my word, haven't I? I haven't betrayed your trust.

"But you've been here in Ponyville for some time and you're still living in that hotel! Do you really want to leave and continue traveling? Are you happy with that life?"

"Yes... and no," Midnight sighed deeply, pulling his hoof away from Twilight as he rubbed his temples, like he had a headache.
"Twilight, don't you think I've thought about these things? Yes, I regret hurting her and everyone else I was close to back in Canterlot. But let me ask you something: Can you honestly tell me that she's never said or done anything you didn't agree with?"

"I... well, I can't be..." Twilight hesitated, not sure of what to say. Despite wanting to answer no, she found that she couldn't. Even if she wasn't certain why.

"Nightmare Moon?" Twilight looked up at Midnight, who had a strong look of disapproval. "The dragon? Discord?"

"She believed in me, that I and the friends I would make would be the ones to restore the Elements of Harmony, stop Nightmare Moon, and restore Princess Luna!" defended Twilight.

"Right, she 'asked' you to risk your life, the lives of five ponies you'd only just met, to brave the dangers of the Everfree Forest and stop an insane and corrupt alicorn from subjecting the world to eternal night so that she wouldn't have to clean up her own mess," Midnight pointed out with a roll of his eyes.

"I- We- She... she wasn't connected to the Elements anymore!" argued Twilight. "She-"

"Had you fix her mistakes," Midnight pointed out, "deal with her family drama, and where was she the whole time? Just sitting in her chambers with utmost confidence and nary a doubt that you wouldn't fail and Nightmare Moon would have left us all in an age of darkness without end, I'm certain."

"That's not fair, Midnight-" Twilight tried to protest.

"And the dragon!" Midnight brought up again, "A lazy, inconsiderate lizard was snoozing on Equestrian soil, endangering Ponyville, and instead of dealing with this herself or at least sending ponies who were perfectly capable of resolving the issue, she sends you and your friends, six untrained civilians, to face considerable danger!"

"The dragon was just napping!" Twilight debated, "He didn't... mean to cause any harm, and sending armed forces could have been perceived as a threat and escalated the problem!"

"I didn't say she should have sent armed forces, Twilight," Midnight pointed out, "I said she should have sent ponies that were capable of resolving the issue. Like a trained negotiator or diplomat, or perhaps even bargained with the dragon to peacefully vacate the area and settle somewhere his breath wouldn't be a hazard to other beings.

"I know that Fluttershy was able to... convince the dragon to leave peacefully, but she only found the spine to do so because of how you and your friends agitated the dragon and he got violent at first. Because you were all in danger! I'll admit that was mostly the fault of Rainbow Dash, but she proves exactly my point! Celestia sent ponies that weren't properly prepared to handle a delicate situation as that. That's not to say, you're incapable but book smarts can only take you so far. You need real world experience, like me."

"Oh, like you, huh?" Twilight scoffed. "So you couldn't handle a little schoolwork, and your solution is to run away from the mare who raised you as her own foal?!"

Midnight furrowed his brows and bore his eyes at Twilight, though she wasn't done, "Oh, don't look at me like that. Princess Celestia gave me exactly the same kind of education and attention as she gave you. She recognized my potential and helped me achieve so much more than what I could have without her guidance. I'll admit, she didn't 'push' me as she apparently did you, but she told me herself that I am her greatest student!"

"And all it cost you was growing up thinking friends and anything that didn't benefit your education was a waste of time and not worth the effort," Midnight deadpanned, which got just the reaction he expected.

It left Twilight speechless as a depressing shame fell over her before Midnight took a deep breath.
"She must have learned from some of her mistakes in how she brought me up if you can't stop praising her name though it's clear you remain blind to her flaws, and don't you dare say she doesn't have flaws, Twilight Sparkle.

"She told you to make some friends? She told me that friends were a distraction."

"That.. that can't be-" she tried to protest but Midnight wasn't done himself.

"She piled assignment after report after project upon me," Midnight closed his eyes, the bitterness coming back, "I hardly ever had time just for myself, certainly not to spend with friends. The only friends I had, Twilight, were Cadance, Blueblood, Shining Armor, and you, despite the limited time we spent together where we weren't doing a joint-study session.

"And the insult to the injury was that Celestia didn't have some 'plan' or 'grand destiny' in mind for me! She only ever said that whatever the future held for me, I had to be prepared to face it. To some degree that was true, but not in the way she was forcing me."

Twilight sat there, stunned, at a loss, unable to think up something else to debate the subject further. So Midnight sighed, instantly feeling ashamed of how this visit had so quickly soured before turning towards the door.

"I'm sorry, Twilight... but a part of growing up is learning to see things you didn't want to see before," he uttered softly but loud enough for her to hear as he took his leave.

The way through the marketplace... feels kinda crowded, thought Terra as he gazed down the way.

The marketplace was lively, customers going to and fro, checking out wares and goods the stand owners had on display as a few were yelling their wares, prices, and deals and such, doing their best to attract more potential business.

Terra felt just a little out of place as he was noticing that he stood taller than anypony else here and some of them were likewise noticing the same thing. Gulping, he ventured forward, doing his best to ignore some stares and hearing the business owners' shouts.

"Wares! Come check out my wares, you won't be disappointed!" yelled a stand pony whose stand displayed some old looking stuff one might find in an old antique store or a thrift shop.

Wares? He calls that junk 'wares'? Looks more like whats or whys, Terra thought with a light chuckle.

Deciding to follow his nose, Terra sniffed at the air, alert for anything edible for sale. With his new bigger sniffers, Terra was able to pick up a pleasant and sweet scent wafting in the air. Something baked with a golden crust.

"Mmm~" Without thinking, Terra's body moved on it's own to follow the smell. With his eyes closed and letting his nose guide him, he didn't take much consideration in where he was going.

Following the aroma, he unknowingly passed by a pony pulling a small wagon stacked full of unshucked corn. Now, Terra hadn't just grown a little taller in height and rounder in barrel, but also a tad more plush in his caboose. As he passed the wagon of corn by, his yellow buns swayed just so and bumped into the corn, causing a lot of ears to tumble out over the side, some of which fell to the ground and caused ponies passing on the other side of the wagon to slip.

Although there were several startled yells, Terra was too distracted by the delicious smell of something freshly baked tickling his olfactory sensor. It wasn't long before the scent was so strong it told him it had to be nearby and as he opened his eyes, his gaze quickly fell upon a stand that was clearly selling baked goods. But it was the big platter with a heap of fritters that caught Terra's eyes! That golden flaky crust, some oozing a bit of jam, others cream, all of them given a dash of cinnamon! Terra didn't even realize he was drooling with his tongue hanging out.

The first fritter was going down his throat before he even realized it, and Terra couldn't stop himself from scarfing down more. Pausing every so often to breathe and mmmm in enjoyment, Terra thought, Whoever made these is a capitol G genius in baking!

"Hey!" Terra was so startled by the shout that he swallowed a tad too soon and a bit of fritter started going down the wrong pipe.

He began to cough and gasp from the food being in his windpipe and fell back onto his sizable plot while he beat at his chest, trying to clear his throat as he coughed out the chewed up remains of the fritter.

Once his throat was clear, Terra gasped for breath as he leaned onto the stand for support when the voice from earlier snapped, "Just who do you think you are, eating my food without paying for it?!

"You think you can throw your weight around and do as you please, you-you... big oaf?!"

As his heart settled and his breathing steadied, Terra gazed over to see an earth pony mare, maternal in age and build, glaring at him reproachfully. She wore an apron and a mane shawl to keep the breeze for blowing her hair astray, her coat was brown like cinnamon while her tail was a gentle brown like chocolate chip. Indeed, a tray of cookies was her cutie-mark.

Gulping, feeling like a colt who'd gotten caught with his hoof in the cookie jar (even though this wasn't that far off the mark), Terra steadied his breathing before saying, "Uh- Ahem! I'm, uh, sorry, miss! I... thought they were free samples and-"

"Oh, so you find a platter of food unattended and automatically that makes it free, is that it?" the mare huffed.

"Ma'am, please, lemme make it up to you," Terra proposed, "I'll pay for what i ate, along with an extra baker's dozen of those fritters, if you have anymore."

The mare raised a suspicious brow, and Terra got his second figurative wind as he cleared his throat, gave a subtly come-hither smirk and laid on the charm, "Apart from that little mishap with my windpipe, those fritters, miss! Mwah!"

Terra had kissed his hoof in a complimenting manner as he continued to pour it on, "I ain't had baked goods that good in a long time! Your food oughta be served in the finest bakeries in Restaurant Row in Canterlot!"

"Well... I suppose, as long as you pay for each one you ate and ruined," the mare said with an even tone while pointing out a few fritters had fallen to the ground and were now dirty, "I can overlook your misconduct and prepare you that baker's dozen you asked for."

"You are entirely too kind, miss," Terra took the mare's hoof and gave it a kiss, causing her to slightly gasp and stifle back a titter before she regained her composure. "So name your price."

Thankfully, the baker's prices hadn't been exorbitant and she'd not charged extra. It still left Terra enough money left over to continue his grocery shopping. He was just glad his dads had taught him a thing or two about charm.

He continued his shopping, getting a few flirty giggles and looks from a few mares and even looks of interest from a stallion or two. A couple of times he saw a few stallions with a look of envy to them. He ignored them though he returned some of the flirty looks with flirty gestures of his own but he kept them subtle and sparse. Didn't want to give anypony the wrong idea.

The rest of Terra's shopping went (relatively) well. For some reason, Terra's rump continued to bump into things yet for the life of him he never seemed to notice. Still, he managed to find a bag of chips, a jar of dip, a few two-liters of soda, he got his baker's dozen of fritters and had even bought cupcakes while he was at it, shredded cheese to make nachos, several pounds of hayburger patties and just in case, he'd bought a couple of six-packs of Buckweiser.

Terra wasn't much of a drinker but he could enjoy a nice cold beer once in a while. His dads had never drank alcohol much around when during his colthood.

Terra was glad he'd brought his saddlebags, satisfied they were weighed with all the food and drink he'd bought for tonight.

Now all there is to do is get home and get cookin, he thought as he ambled out of the marketplace, giving a flirty smirk here and there. I just hope Midnight got the stuff I asked for otherwise this guys' night is gonna be a tad boring. Especially if our guest of honor isn't there.

Returning home, Terra got to work. Thankfully, he'd had the foresight to go grocery shopping days earlier, so he wasn't short on anything else he might need. He dumped some ice into a cooler before putting the Buckweiser cans in, set the two-liters of soda into the fridge, set the cupcakes and fritters onto his dining table, and then poured the bag of chips into a large serving bowl. He got started melting the cheese for nachos and putting some of the dip into little bowls and then got to work cooking the hayburger patties.

It wasn't half an hour before he heard the door open and he peeked out of his kitchen to see, "Midnight! Glad you're back, I'm just cooking some hayburgers and I have the rest of the food prepared for serving.

"I hope you got what I asked for. I bet the guests will prefer watching a hoofball game on TV but in case there isn't one on, a playing hoofball ourselves will be the next best thing. Or third best, if you got the playing cards for some friendly poker."

"Yeah, sure..." responded Midnight's voice, which sounded despondent and almost immediately, concern spurred Terra to peek out again and he saw Midnight slumped onto the sofa, a hoofball and deck of cards on the coffee table, and he was flipping channels without really looking to see what was on.

Making sure nothing would burn, Terra set things down and went into the living room to check on Midnight, "Uh... you okay, buddy?"

"I'm fine..." Midnight responded even though he was clearly not.

"Hmm," Terra decided to see about that by getting a tad too close in Midnight's personal space and looking at him with a skeptical raise of his brow, causing Midnight to lean back when he noticed.

"Uh, excuse you?" Midnight said with a slight edge in his voice.

"There something you need to get off your chest?" Terra asked, backing off and asking in a kinder voice.

The gesture and tone worked as it made him concerned rather than accusatory, and it got Midnight to lower his guard with a dismal sigh, "Terra.... have you... ever said anything you regret and made someone feel bad?"

"I have... and just how bad did Twilight seem?" responded Terra after only a moment of consideration but it was how he'd hit the nail on the head that surprised Midnight so. The sapphire unicorn had glanced in surprise at Terra, who looked at him with gentle patience and without judgement.

Sighing again and placing his hoof over his eyes, Midnight gathered himself and said, "I... can this wait till after tonight, Terra? I would like to talk about it, but this party is for Flash and I don't want to ruin the mood or anything like that."

Terra gave Midnight another look, as though he were analyzing the unicorn before obliging, "Okay. But we will talk about it. Seems like you need to.

"I assume Flash is coming?"

"Yeah. I met with him, told him about our guys' night," nodded Midnight, "and he said he'll be here. I invited Big Macintosh and Thunderlane, told them to invite a few guys because I didn't know who else to ask."

"I hope they don't ask too many," Terra said as he went back to the kitchen, "I got some eats but not enough for a Pinkie Party."

"Thank Goddess this isn't a Pinkie Party," cracked Midnight, "she'd go overboard or otherwise go about it the wrong way."

"Yeah, Pinkie Pie's more of an... all-out bash party pony," Terra nodded as he got back to cooking the hayburgers. "So, find any hoofball games on tonight?"

"As a matter of fact," Midnight levitated up a pamphlet, "I bought a TV guide for this week and there is a game on tonight: The Baltimare Blackbirds against the Neigh York Giants!"

"Awesome! I wouldn't have minded playing hoofball with our guests, but I'd honestly prefer watching a game instead," Terra phew'd in relief. "But you did get the cards, I'm glad."

"What's your game? I've dealt blackjack in Las Pegasus," Midnight levitated up the cards and fanned out a full house.

"Heheh, save it for the guys when we get started tonight," Terra chuckled as he flipped a patty with surprising skill. "When's that game supposed to be on?"

"It's actually scheduled tonight at 7," replied Midnight as he joined Terra in the kitchen and levitated out some glasses. "The guests should arrive around 6:30-ish, so we'll use that time to finish up here and everything will be ready."

"Sounds like a plan," Terra nodded in agreement. "Get me those burger buns, would you? The ketchup bottle too."

It was only twenty minutes later as Midnight and Terra were finishing setting everything up that they heard the door knock.

"I'll get it," Midnight volunteered and he hurried to open the door. "Flash! Glad you came, and it seems we have more guests!"

"Uh, hi," Flash felt a little more assured that it wasn't just going to be him with Midnight and Terra as he came in, followed by Big Macintosh, Thunderlane, a unicorn named Comet Tail, an earth pony named Lucky Clover, and bringing up the rear was an older unicorn stallion by the name of Hondo Flanks.

There were intros, how-do-you-dos, glad-you-cames, and Terra ventured in, pushing in the cooler, which he opened to reveal the cans of chilled Buckweiser and then flipped on the TV to the sports channel, where the game of the Baltimare Blackbirds vs the Neigh York Giants was about to begin.

"Gentlecolts, as your host for this evening, I am pleased by your accepting our invitation and so declare Guys' Night has officially begun!"

"Here, here!" cheered every stallion as Midnight levitated the beer around, which everypony opened and raised their cans in toast.

Chapter 11. It takes Two...

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A distant crowing accompanied the growing radiance of morning in the windows as light and an obnoxious rooster stirred several stallions awake in Terra's living room. These stallions all laid sprawled and in disarray, on the floor, on Terra's furniture, none of them in a morning mood as sleep slowly left them one after the other, leaving them each to feel the aftereffects of last night's debauchery.

As his eyes started to creek open, Midnight groaned as he felt a splitting headache and a lousy pain in the pit of his stomach, which was thankfully soothed by the pleasant fluffy pillow underneath him... when a rather peculiar odor wafted into his nostrils.

"Ugh, I feel sick...." Midnight moaned softly as his eyes began to open a tad wider, his vision a little blurry yet able to see something vertical right in front of his snoot. Apparently it was the source of the strange smell he was picking up and through his grogginess he could only tell that whatever it was, it was colored a dark gold. The smell continued to pervade Midnight's snoot and he found himself enjoying it although he wasn't sure why, with his addled and hungover daze.
"Just what am I looking...!!!!"

Finally, his mind had woken enough and his vision cleared as Midnight realized in abject horror... that he was looking at Terra's morning wood! The "fluffy pillow" he was resting on was Terra's belly, and he heard Terra snorting awake, feeling the blacksmith's breath on his own balls!

"Noooo....!" Midnight uttered as quietly as he could, too afraid to move and wake Terra up along with anypony else who would see him in this most compromising of positions.

But despite the situation, a primal part of Midnight's brain could not deny he was enjoying what was clearly Terra's musk, and now for the first time he was beholding how blessedly endowed Terra was. Terra's dick was appropriately large, in length and in girth, with the flare nearly the width of Midnight's own hoof and the medial ring looking firm and perfectly positioned on Terra's member.

If Midnight thought he had it bad, he was just about to be proven wrong. His attention snapped towards the couch when a grumbling Hondo started to stir awake. The older stallion barely shifted around as he's was laid out with his head perched against the armrest. It pained him to open his eyes as even the slightest bit of light hurt. Out of all of them, Hondo had the most to drink the night before, which left him with one of the worst hangovers he has had in a long while. His head was pounding, his mouth was dry, and above all else he was bloated beyond belief.

Meanwhile, Comet Tail snoozed rather soundly beside Hondo on the couch. He didn't have nearly as much to drink as Hondo, but enough to regret it as he shared a similar throbbing pain in his head. He too was just waking up, but found himself for to comfortable where he is. The pillows on his head rested on did wonders in quelling the pounding headache that he didn't want to leaves them any time soon. Little did Comet know, that those pillows his head rested upon were the plump flank cheeks that belonged to Hondo. The poor guy had nestled his head and nuzzled into them. Even if he realized it then, it was far too late for him now...

Hondo folded up one of his hind legs up and then-

Phbbbbbbbbbbbbbbbbbbbbbbbbbbbttt!!!

Poor Comet had nuzzled his snout right on the receiving end of that bassy tuba session, forcing him to take the brunt hit of that musty exhaust straight out of Hondo's tailpipe. Not only rudely awakening Comet, but momentarily paralyzing him from such a horrendous stench. His muscles refused to cooperate to get his snout out of such a smelly situation. All he could do was mentally beg for mercy as he was stifled with wide and watery eyes. His limbs and hooves barely twitching. But mercy never came...

Because as Comet laid dazed in his stupor, Hondo had literally farted himself awake as his bowels had shaken and grumbled so that his sleep had been disturbed and he sat up as he woke. Unfortunately, his ample rear's movements caused Comet to fall flat onto the seat of the sofa... positioned just so the poor unicorn's snoot was sat on by Hondo's lower cheeks!
"Urgh, the kick-off... urp!" Hondo stifled a morning belch and thumped his chest, not quite awake to his surroundings but able to notice the minute goings-on of his insides. "32... 16! 58, hiiiiiiike...!!"

Apparently, he'd been dreaming of making a hoofball play and the dream had followed him vainly into waking reality, and his addlepated wakening distracted him completely from the poor unicorn he was sitting on.

By now Comet had regained some control over his body and was able to try and wriggle his way out from under that heavy flank, but it was all for naught. Not even the his hooves tapping and hitting the side Hondo's flank would grab the attention of the still drunk and delirious stallion.

However, despite being too soused to really register his surroundings, Hondo could still feel what was going on inside his body... as he groaned and reached up to rub his dad bod paunch, puffed up and uncomfortably swollen from last night. He'd eaten too much, drank too much, partied too much, and now he was paying for it, feeling his belly all bubbly and gurgly, rebelling at his system as the pressure was building yet again now that Hondo was waking up.

"Oh...pressure's building...." Hondo stifled a gag, preventing a baby-barf, "but Hondo the Mondo will not buckle!"

That's when a goofy, yet determined grin spread across his muzzle. Memories of when he was in his college youth. That showboaty young stallion within his middle-aged dad bod starting to surface. His forelegs spread out to each side and braced around the back side of the couch so that he could roll his hips left and right to get himself ready. His bigger bloated belly faintly sloshed and wobbled while Hondo unintentionally grinded Comet's snoot further up into the sweaty and soft crevice until it was right where that doughy ponut was smushing right against it. Any more and Comet's snoot might have slipped right in...

Comet was struggling to free himself from underneath Hondo's sweaty haunches, finding it harder to breathe despite the acrid stink filling his lungs that screamed for fresh air. Alas, it was futile.

When Hondo felt that sweet spot, he chuckles to himself. Just as he remembered how to do it from the good ol' days. Comet felt the weight on his head shift from Hondo hitching up one of his hind legs just barely. For a brief moment, Comet felt a glimmer of hope that Hondo was finally going to get off him. Oh how wrong he was...

Midnight was glad he was on Terra rather than on the couch with Hondo. Rather than helping Comet getting him out of such a humiliating situation, the sapphire unicorn could only watch in horror at what was happening. Even from where he was, he could still hear the rumbling from under the older stallion who grunted from putting all his might into that fart. Midnight could see Comet's body go from panic and flailing to limp and twitching the second his he was hit directly in the snout with all that putrid gas. A lot of it finding it's way inside the poor yellow stallion, causing his belly to bloat and fill with those toxic fumes as he could do nothing but take it.

Even with the couch and Comet to muffle most of the noise, it could still be hear throughout the living room. Midnight could have sworn that some of the decorations and photos set on shelves were teetering from the shock and vibrations being sent through the couch.

After what felt like a good long minute, Hondo let out a heavy sigh of satisfaction and relaxes back against the couch. The thick green smog was rising up from under where he sat and the other couch cushions. It was almost as if that couch was now a bio-hazardous zone. Meanwhile, Comet was absolutely motionless. His entire body seemed petrified in place, only twitching every other second. His belly was uncomfortably bloated out. It looked like he has swallowed an entire beach ball from all the horrid gas he was forced to swallow. The pressure begging to be release back the same way it came in.

"Oh Merciful Haydes..." Midnight heard Terra, sounding deeply sympathetic, "I would not want to be Comet Tail right now..."

"I also recommend you burn that sofa and get a replacement..." Midnight responded, not yet registering the awkward embarrassment of their positions of mutually being face-to-privates.

"Ugh, Ah'm on it," said the voice of Big Macintosh as he sat up from the armchair, stepped over, and carefully pushed Hondo's sizable plot off of the flatulently-inflated unicorn, who weakly raised himself up and desperately tried to take a breath of fresh air, but his inhale was limited due to how much ass-gas had been forced into him.

"I... Oh Sweet Merciful Faust, I can still taste it...!" whimpered Comet as he fell onto his back, his head on the armrest opposite Hondo's side, and he groaned and whimpered as he held his aching belly, stuffed full of Hondo's fart, making it look very tight and round. The discomfort was almost too much for him the bear, and the pressure of it all slowly rising up. He thought he was gonna hurl, but he knew what that would mean. As much as he tried, he couldn't hold it down. With his hooves clasped over his mouth, a rumbling vibration came up his throat. His cheeks puffed out as they were filled with all that trapped gas, forcing him to taste it all over again.

Everypony (except Hondo) grimaced in suspenseful disgust at the imminent look on Comet's face... before his mouth opened-

*BBBBBRRRRRRRRRRRRRRRRRRRRRRRRRRRRRRRRRRRRRRPPPPPPPPPPPPPHHHHHHHHHHHHHHHHHHHHHAAAAAAAAAAAAGGGGGGGGGGHHHHHHH*

It had been a belch but instead of one resulting from gastric digestion, this had been the result of an errant flatulent inflation. The combined rank of a super-pressured dad fart with the food and drink from last night still digesting in Comet's stomach had unleashed a smog of abhorrent gassy-ness in Terra's living room that caused everypony (except Hondo who was still zonked out) to cry out in groaning disgust and hold their noses.

"OH GODDESS! Pale One, take me now!" Terra groaned as he shuffled position, causing Midnight to fall off the big yellow earth pony's belly while Midnight scrambled to his hooves.

He focused his horn, magick'd the door and windows open and turned on the ceiling fan of Terra's living room. Almost instantly, the horrific stench became bearable while Comet whined, his belly still pretty stuffed with gas despite release a fair amount of it.

"Yeah... I think we can say Guys' Night is over," Midnight announced wearily while waving the air around his nose.

"Uhuhuhuh! I'm sorry! I'm sorr-horr-ry..." Comet bawled as Caramel and Lucky went over, pulled his forelegs around their withers, and gently hauled him up.

"Let's get going, buddy," Caramel said kindly as he and Lucky helped Comet towards the door.

"We'll get Comet home," Lucky assured the others- BRRRRRUP

"Ugh, and an antacid," Lucky grimaced as they all stepped out.

"I can still taste it!!!" shrieked poor Comet before he released another nasty burp.

"Touchdown..." Hondo moaned sleepily and Macintosh sighed as he hefted the older stallion onto his back.

"Ah'll get Hondo home. Thanks fer th' guys' night, haystacks," Big Mac said kindly as he carried Hondo out the door.

"I gotta go too," Thunderlane said after glancing at the clock, "I left Rumble with Flitter and Cloud Chaser and they'll be on my tail if I'm not back soon. Thank, guys, great party!"

After Thunderlane flew out the door, the living room was left with Terra, Midnight, and Flash, the three of them sharing an awkward look. Terra had righted himself and was sitting on the floor (and still the tallest guy there), Midnight had nearly sat down on the sofa until he remembered what had just happened to it, and Flash stood there, looking conflicted.

"So, um... I've gotta get back to my station and do my job," Flash excused himself but he stopped at the doorway, obviously feeling like a jackass before he turned to his two friends and warmly smiled, "Thanks for this. It was a lot of fun, lemme know when you guys wanna hang out some more."

Terra and Midnight shared a relieved smile and Terra said, "Will do, officer."

Flash chuckled as he gave them a wing-salute before taking off, leaving Terra and Midnight alone.

"PHEW!!" Terra keeled over onto his back and stared up at the ceiling, "Okay... next time, you're hosting guys night."

"Sure, assuming I ever get a place of my own," Midnight glanced at the contaminated couch and wrinkled his nose.

Unable to tolerate it any further, he teleported it out of the living room, sending it to Terra's backyard.

"Since you played host, I'll clean up and get you a new couch," he offered.

"Nah, Midnight, you don't have to do that," Terra began to protest when he saw Midnight raising his hoof.

"I insist. Money's not a problem for me," Midnight assured, "otherwise I'd be camping out instead of..."

He stopped himself from speaking all of a sudden and got a bit shifty-eyed before glancing at Terra, who raised his brow, "Instead of still living in that inn?"

"You know about that," Midnight noted in surprise.

"I'm big but I'm not dumb, Midnight," Terra responded dryly.

Sighing, Midnight lit up his horn, levitated over his saddlebags, and made a plush navy blue sofa appear from it and set it down, "You can borrow my sofa until I get you a new one."

"I'm still not sure if I want you to get me a new one," Terra said as he got up and looked at Midnight's sofa and couldn't deny it looked very cozy, and roomy too for his caboose, which he kerplumped onto the right side and sighed at how comfy it was.
"But I appreciate it."

Midnight joined him on the left side of the sofa and both just sat there, relaxing in the morning hours for a while. Until Terra asked, "Midnight?"

"Yeah?"

"Why do you have a sofa if you... don't have a home to put it in?" Terra asked, knowing this was going to be a delicate subject.

"I guess that... Well, I've spent over a decade traveling the world, Terra," Midnight explained, sounding a little somber. "Part of it was because I didn't want Celestia to find me because I didn't want to see her again. I still don't."

"So then why the sofa since you're always on the road?" asked Terra. "Sure, you can go into your saddlebags and enjoy it, but it feels like something you'd get if... if you were gonna find somewhere to settle and call home."

Midnight didn't respond. In fact, Terra noticed how depressed Midnight suddenly seemed and figured he might have stepped onto a subject he'd already known was going to be sore. It was then an idea popped into the blacksmith's head. He liked the idea but was uncertain of how Midnight would react to it. It felt like a risk to even offer it, but he knew he had to take a chance.

"Midnight... why don't you move in with me?" Midnight gaped in surprise at Terra, who smiled kindly. "Listen, even if you're not worried about money, you shouldn't be living in that inn, because sooner or later it's gonna eat up a sizable chunk of your funds. Truth be told, I'd actually considered the idea of having a roommate before i moved into my grandpa's forge, but since I didn't know anypony in Ponyville..."

"Are... are you sure, Terra?" Midnight felt strange. He'd never felt like this before. He'd made friends during his travels and plenty of them had offered him something, like food, supplies, money. But a place in their home? To share their home with him in the way Terra was offering?

"Well, yeah! It'd be nice to not have to wake up alone in my house," Terra shrugged, "because, well, I grew up with my dads and I always had them, keeping my company.

"Even when they had to work nights and I was alone in the house, I felt okay to know that they would always be there when I needed them. I've... kinda been feeling a little homesick, but mostly because I've been living on my own since I moved here to Ponyville. I'd be happy to have you as my roommate, pal."

He had no idea where the tears came from and he couldn't help but gasp softly from the feeling of his heart swell in his chest as Midnight, out of nowhere, leaned forward to give Terra a hug, finding comfort in the big, plushy pony. Terra was a tad surprised, but he smiled warmly as he gently embraced Midnight back, having a good feeling about his answer.

After a few long and warm moments, Midnight and Terra looked at each other and were a tad surprised by how close their snoots were, just a few inches shy of lip-locking. Ordinarily, it would have been awkward and Midnight would have backed off... except he couldn't help feeling oddly fuzzy inside, especially after how he'd woken up to the smell of Terra's musk (and the sight of his sizable morning wood).

Terra was a tad bewildered that Midnight hadn't backed away in embarrassment yet that was quickly forgotten as he took in the close-up of how cute and good-looking he'd always found Midnight. He'd actually woken up at the same time as Midnight had and could still recall the sight of those black orbs, having been unable to help sniffing at them. The very memory, of the act, of the sight, of the smell, it stirred an urge in his loins and his desire began to grow. Still, he thought with his (top) head and remained in control. He still recalled how Midnight had promised to talk to him about-

Whoa! Terra was absolutely caught off guard as Midnight leaned in and awkwardly touched his lips to Terra's, and then began to run his hooves over Terra's shoulders, down his chest, and across his belly. It was surprising, to say the least. Terra never thought Midnight would make the first move and though he hesitated to reciprocate, his inner stud had been awakened and he pulled Midnight into a protective embrace, returning his kiss with a soft growl.

He felt Midnight put his arms around his neck while they continued to kiss, but then they also graduated to nuzzling and licking each other's faces. Midnight nickered, sounding content in Terra's strong yet gentle hold while Terra ran his hoof down Midnight's back. The way Terra ran the tip of his hoof along Midnight's spine provoked a subtle shudder in the blue unicorn, and in return he pulled back from Terra's embrace, their faces parting, to Terra's confusion, before Midnight placed his hooves on Terra's chest and weighed forward, gently forcing Terra onto his back.

Terra lay there on the sofa, curious of what Midnight would do next and he got his answer when Midnight hopped up and sat onto Terra's belly, making him go 'oof' from the sudden weight though he didn't mind. In fact, he found it kind of hot, the way Midnight leered down at him with brows furrowed... before he leaned down and continued to make out with the blacksmith.

As he did that, he re-positioned himself and began to gently massage Terra across his belly, causing Terra to nicker in pleasure, feeling Midnight reach lower until he was gently rubbing the chub below Terra's bellybutton while still kissing and licking and nuzzling the big yellow earth pony.

Terra shuddered, pleasure spreading through him like a pat of butter melting onto a stack of fresh pancakes, and his nether regions stirred with desire... until he felt them get touched by a fondly hoof and all of a sudden, red alerts were going off in Terra's head!

He looked to see Midnight was reaching to between Terra's legs while sliding off of Terra's belly, moving into position.

"Midnight."

Midnight was too heady with lust to hear him as his eyes were upon Terra's stallionhood, rising to the occasion-

"Midnight!"

Midnight took a long whiff of that glorious musk as he lowered his face, opened his mouth, and prepared to taste that magnificent-

"Midnight, stop!!"

The harsh and sudden snap of Terra's tone snapped Midnight out of it, causing him to flinch and reel back. Almost instantly, Terra felt bad for raising his voice when he saw the look on Midnight's face, looking oddly like a kicked puppy.

The big yellow earth pony took a deep breath and softened his voice and expression, "I'm sorry, I... I shouldn't have yelled like that."

"Did I... did I do something wrong?" Midnight sulked, his eyes crestfallen and unable to meet Terra's gaze.

"No, no! Midnight, you... it's not that," Terra assured as he pat the seat on the sofa, inviting Midnight to sit with him. Once Midnight did so, Terra took a deep breath, "Midnight... I want to, uh... well, make out with you. But not like this."

"Whattya mean?" Midnight looked at Terra from the corner of his eye.

"Well, Midnight, you just had an argument with Twilight yesterday, right?" Terra brought up, "You were upset because you have feelings for her and you feel bad that you upset her."

Midnight looked away and sulked, so Terra went on, "Listen, as much as I would like to keep going with what was going on, I can't. Because you're a little tangled up inside and I don't want you to do something you might not really be ready for and regret it later."

Midnight didn't respond but there seemed to be a shamed look in his eyes, so Terra gently asked, "Midnight... why did you want to go further than kissing and cuddling?"

"I- I dunno, I... I guess I just wanted to feel better," Midnight answered hesitantly, his gaze downward. "I said something to Twilight I know is gonna confuse and upset her and because she promised not to betray my confidence, she can't get the Princess's side of the story. It's gonna bother her until she gets answers."

"Sounds to me that you gotta go talk to her, clear the air," Terra suggested in an almost-paternal way. "I know she's important to you, but you can't let something like this ruin your guys' friendship."

Midnight took a deep breath and gave Terra an understanding look, "You're right. I have to at least say I'm sorry. But... what if she never wants to talk to me again?"

"Well, if she doesn't..." Terra said hesitantly before deciding not to sugarcoat it, "maybe she's not the one for you."

Midnight grimaced a bit and muttered, "That's what I'm afraid of..."

Sliding off the sofa, Midnight made for the door, "I'm gonna go check out of the Nesting Pegasus before I... before I go see Twilight. Then I'll be back."

"Midnight?" The sapphire blue unicorn looked back at Terra, who gave him an encouraging smile, "Good luck."

Midnight tried to smile back, but his confidence was shaky and he stepped out.

Checking out of the Nesting Pegasus didn't take long (though the innkeeper was a tad sad to see Midnight go), but now Midnight sat on a bench across the way from the Golden Oak Library.

He felt so nervous, afraid, like an idiot, and other feelings and thoughts had him wound up that he couldn't bring himself to so much as walk up to the door.
Ugh, I feel like a creepo sitting here, watching her home...!

Glancing towards Ponyville Clocktower, Midnight facehooved to learn he'd been sitting across the street from the library for well over an hour. He had to do this, but he was just so afraid of making things worse than they already might be.

"Midnight!" Midnight startled to hear his name called out but glanced up to see it was Spike, standing in the doorway of the library, looking cross. "You get your tail in here this minute, buster!"

It felt a little odd, the way Spike was ordering him inside like a parental figure when Midnight was at least twice Spike's age (he wasn't exactly sure how old the young dragon was, but if he had to guess he'd say maybe around 12). But he felt compelled to oblige to Spike's 'invitation' and hesitantly but surely made his way to the library and peered inside.

The library had been cleaned recently and he noticed Spike putting a broom, dustpan and apron away into a closet, looking a little tired but also rather stern.

"Um, so Spike, I-" Midnight started, only to stop when Spike raised a claw in a silence gesture.

"I don't know what you and Twilight talked about, and as much as I'd like to know, it's between you guys," Spike said with an even tone, "which is why you guys are gonna talk out whatever's going on between you two. You wait here."

Gulping, Midnight nodded and watched Spike venture up the stairs that ran along the far wall and led upstairs. Midnight decided he might as well get comfortable and grabbed a nearby seat cushion to park his rump on and sat by the reading table in the middle of the room, the one with the horse head bust.

"Alright, Spike," Midnight hunched his shoulders at the sound of her voice and looked to see Twilight coming down, "who is it that needs to talk to- !!!"

Twilight flinched at the sight of Midnight, who shrank back, especially when Twilight turned to head back up, only for the door to close in her face.
"Ugh! Spike!! You open this door this instant!!"

"No way, Twilight Sparkle!" responded Spike's voice through the door. "You guys are gonna patch things up and like it!"

"Spike, I am ordering you to open this door!" demanded Twilight, flaring her horn to prepare a spell.

"Either you talk to Midnight or I burn your copy of The Stalliad!" threatened Spike, causing Twilight to gasp on abject horror.

"Spike the Dragon, you wouldn't dare!" Twilight nearly shrieked, "That copy is an irreplaceable Special Edition!"

"Don't test me, Twilight, I'll do it...!" Spike's threatening voice warned with a rise of his tone. "I'm holding it in my claws right now... and I think I feel a sneeze coming on!"

"Okay, okay! Don't damage it, I'll..." Twilight backed off from the door and gave a hesitant glance at Midnight before sighing. "Please, just put it back. I'll talk to Midnight..."

It was a moment before Spike responded, "All right, I put it back. Now keep your word."

Twilight trudged down the stairs and soon joined Midnight at the reading table. She didn't look at him once as she did so, making Midnight feel like a pile of horseapples. Without noticing, they both took a deep breath, and...

"I just wanna say-/Can I start by saying-" They both stopped, realizing they'd both spoken and cleared their throats.

"Um, you go first," Twilight invited.
"Uh, no, you go first," Midnight insisted.

"...Okay," Twilight took a moment to think, not wanting to start off on the wrong hoof before she took another deep breath and began.
"Midnight... I thought about the things we said to each other, and... I realize now that I was inconsiderate and insensitive. Not everyone enjoys studying and learning, at least not the way I do or in the ways Princess Celestia teaches. It's hard for me to, well... see her in the wrong or as... flawed.

"I guess she didn't teach you in a way that was... fair or considerate, and in retrospect, there were times I felt overwhelmed by my studies and assignments from her. But I always told her when I was having trouble and she'd offer me guidance or hints, nudging me to figure things out for myself without giving me the answers because it would have made the work irrelevant."

"She never gave me hints or tips or guidance," Midnight pointed out. "She'd pile a workload onto me, tell me what the assignment was and when she expected it to be done. I went to her a couple of times, asking for help, but she told me it was my work and I had to figure it out for myself.

"And every time I didn't complete the work before the deadline, and for every wrong answer, she'd say how disappointed she was and that she expected better of me, like doing piles of homework and assignments in tight deadlines with absolute perfection and without help was the simplest thing."

Twilight struggled not to squirm in her seat from hearing more of Midnight's badmouthing of her mentor. She wanted to be fair, which also meant she couldn't favor Princess Celestia because it would be biased and unfair to Midnight.

Sighing, she admitted, "I guess I've just gotten so used to seeing the princess in a benevolent and idealistic light that... I never really considered the idea of her being... in the wrong or having flaws or shortcomings. But, whatever I may think or feel, nopony is perfect."

Midnight's expression softened and he nodded, "Well, although the princess wasn't perfect in how she raised and taught me, I do remember good times with her... Sometimes she'd make me these delicious pancake breakfasts with smiley faces, and she'd say how she enjoyed making those pancake breakfasts for me and sharing them with me..."

"See? You have some good memories of her too!" Twilight pointed out, "There must have been at least one time where the Princess made you happy or-or she expressed how much you mean to her!"

For a long moment, Midnight said nothing, looking deep in thought, until he sighed and whispered a spell:

"Historia Viventum"

His horn lit up and Twilight shut her eyes from how bright it was, but it quickly dimmed and she saw herself and Midnight in a familiar dining room. She looked to him and asked, "What is this?"

"A memory," Midnight answered before he gently hushed her and pointed to the doors nearby opening.

In walked a twelve year-old Midnight, looking ready for the day despite yawning before he looked around and saw he was alone. His ears drooped and Twilight was surprised to hear a younger Midnight's voice in her head.

Did... did she forget? Twilight gasped as she realized that this was the thought of Midnight's younger self from his memory. We were supposed to have breakfast today!

Young Midnight was about to turn around and leave, looking upset, when doors on the other side of the dining room opened.

They all watched as Princess Celestia entered, pushing in a serving cart with silver cloches covering plates, a pitcher of orange juice, a pot of steaming tea, a bottle of syrup, and other prepared dishes as the Princess warmly smiled at her ward and said, "Good morning, Midnight."

"Oh! Uh- Good morning, Princess Celestia," Young Midnight gave a polite bow before hurrying up to his usual chair at the table while the Princess set up the spread.

The memory of Princess Celestia took notice of Young Midnight's face and she gave an apologetic smile, "I'm sorry for being late, I was enjoying cooking so much that I let the time get away from me a little bit."

"Oh, it's okay!" Young Midnight assured, "Time can fly when you're having fun."

"Well, be that as it may..." Princess Celestia levitated a cloche-covered plate to Midnight, "I hope you'll enjoy this!"

The cloche was levitated off and Young Midnight smiled happily to see a stack of blueberry pancakes with a strawberry nose, haybacon smile, and butter pat eyes smiling back at him.
"My favorite!"

The Princess giggled to herself, loving the sight of her ward happily digging in that she didn't mind he'd forgotten to wait for her to finish setting the table. She did so, poured Young Midnight a glass of orange juice, and sat down to enjoy her own breakfast with him.

The sight of the Princess and her ward enjoying breakfast and each other's company was heartwarming to Twilight. But when she looked over to the real Midnight, she saw there was a bittersweet look in his eyes before they furrowed and the memory dispersed into a softly glowing fog before it reformed and took shape to show the Princess and Young Midnight walking through Canterlot together.

"So... what's going on here?" asked Twilight, as they watched the memory unfold. It was a little disorienting as they followed the memories of Young Midnight and Princess Celestia without actually moving and other ponies and figures went right through them sometimes.

"After she'd taken care of some work in royal court, Princess Celestia took the rest of the day off to spend it with me," explained Midnight, looking nostalgic. "We went to the Canterlot Playhouse and watched a really nice performance, ate lunch at the Smoked Oat restaurant in Restaurant Row, she took me shopping for a new cloak and books I'd been asking for, it was... it was a really good day."

"But... something happened," Twilight gathered, and Midnight sighed with a nod.

"Shortly after we got home that evening," he confirmed as the fog of memory brought them back to the castle and showed the Princess and Young Midnight playing a board game in the Princess's personal reading room. Twilight recognized it from having studied there several times.

The moment was silent, but it also felt warm and tender. The way it was shared by the Princess of Equestria and this young colt who was her ward. A roll of the dice caused Midnight to movie his piece along the path on the board, and the Princess seemed certain her ward was about to land on an inconvenient space... only for him to miss it by just one square!

She playfully said, "Oh goshdarn it!" in a way that Young Midnight recognized his guardian was only kidding and they shared a warm laugh before he offered the dice to her for her turn.

Before she could take them, a knock at the door interrupted their moment and she gently whispered an 'excuse me' to answer whoever was at the door. Young Midnight waited patiently as the Princess met whoever was outside the door, heard a ruffling of paper.... and then there was almost instantly an uneasy tension in the air, as the warm and tender moment came to an end.

"Midnight..." The Princess's voice had changed, from warm and endearing to firm and just lightly foreboding that it made Young Midnight freeze as a familiar dread welled up inside of him as it did for his present self and took Twilight by surprise by the tone her mentor was taking with a colt.

Young Midnight and Twilight looked at the paper and saw that it was a history report Young Midnight had done, and the grade was an A by virtue of a 91%. While Twilight thought it was perfectly respectable and could see the facts on it were correct, Young Midnight gulped and meekly answered, "A 91% grade?"

"A 91% grade..." Celestia nodded with a stern and disapproving look. "So then tell me, young stallion... why is this assignment only 91%? Why isn't it, say... a 100%?"

"Is- Is she serious?!" Twilight was honestly aghast at her mentor's tone and behavior.
"Keep watching," said the adult Midnight with low spirit.

"Uh- It's- I... I don't know!" Young Midnight's ears drooped and he hunched his shoulders, barely able to stand the harsh look the Princess was giving him.

"Oh? Maybe because you're not working hard enough!" Celestia scolded, "Maybe because you're wasting time on pointless activities and not spending enough time studying!"

"Is that what today was?!" Young Midnight was starting to cry but he was also angry too, giving his guardian a hurtful look. "Was spending time together and having a good day with each other pointless?!"

"Don't you take the tone of voice with me, young stallion!" Celestia barked, spreading her wings in an intimidating display. "You are my ward and I will not tolerate poor work ethic!"

"You're not being fair!" Young Midnight was finally letting the tears flow, which made Twilight sad to look at and she was further disgusted by how Celestia scoffed.

"Oh here we go, with the tears again," the Princess sighed with a weary shake of her head before furrowing her brows, "Midnight, it might not feel fair, but this is for your own good! As my ward, it is expected of you to succeed as flawlessly as possible. You must be as educated and prepared for your future as you possibly can be, and that starts here in the now!"

"ARGH!! If you would just listen-" Young Midnight sobbed, getting more angry and upset, only for Celestia to cut him off.

"I - AM - THE PRINCESS!!" she spoke in a softer yet still considerably loud version of the Royal Canterlot Voice. "YOU - LISTEN - TO ME!!!"

"YOU'RE NOT A PRINCESS! YOU'RE A WITCH!!!!" Young Midnight screamed in a sobbing voice before he ran crying out of the room, ignoring Celestia's orders for him to come back.

Twilight was well and truly shocked at what she had just witnessed as the memory dispersed into glowing vapor that faded away, bringing her and Midnight back to the library, and she looked to him, seeing him hang his head in depression.
"Midnight... did that really happen?

"It did," Midnight answered, not bitterly but sadly.

"I... I always had this fear of letting the Princess down," Twilight confessed, "feeling that I had to be perfect and-and... What happened after that? "

"...I didn't want to speak to her," Midnight explained as he leaned against the reading table. "So, I ran off to hide in the Castle Gardens. I heard a few guards calling out for me, telling me to come out because 'the princess ordered it'. I stayed hidden, afraid of being found and being dragged to see her, hear her scold me and not care about my feelings...

"I guess I fell asleep in my hiding place because the next thing I knew, I was waking up in my bedroom. One of the castle maids told me that the Princess would be busy with royal affairs and such for the next few days, so I didn't see or speak to Celestia for over a week."

"But you must have talked again at some point," Twilight pointed out.

"Oh, we did. Except she acted like nothing had happened though I could tell from her eyes and the way she talked, like she was walking on eggshells," Midnight replied in a slight flippant way with a bitter undertone.
"And I can't tell you how angry that made me feel. Instead of apologizing or even giving me the decency of acknowledging she'd upset me, she was acting like she'd done nothing wrong. All she said was study hard and have a good day after that little lunch we shared when she finally had the nerve to speak to me."

"So then what happened?" asked Twilight, starting to feel she'd be afraid that she asked but she had to know.

"The Bouncy Ball Incident," answered Midnight.

"The Bouncy Ba- !!!! That was you?!?!?" Twilight shrieked in absolute shock and disbelief and it rubbed her coat the wrong way how Midnight gave her a cocky smile. "I spent all day with a rainbow clown afro for hair!!"

"Well, it wore off eventually, didn't it?" chuckled Midnight with a teasing smirk.

"Yeah, but I'd almost considered my mother's idea of cutting my hair," sighed Twilight before saying, "Y'know... even after all these years, students in the Magic School talk about the Bouncy Ball Incident whenever April Foals Day rolls around.

"Nopony's ever been able to top what you did."

"Heh, well at least I made my mark in that school, all that studying into Enchantment paid off," shrugged Midnight before he took a deep breath and said, "Twilight... I want to apologize for... well, the position I've put you in."

"What do you mean?" asked Twilight.

"I realized after our last... discussion that I left you in a bind," Midnight explained, "I said those things about the Princess and you can't ask her about it all because you've kept your word to not betray my confidence.

"I'm sorry for that, and... I want to thank you for keeping true to your word, even if I don't deserve that anymore."

"Midnight, I'll admit... I didn't want to believe things you said about the Princess and I did consider sending a letter to her to ask about what you told me," confessed Twilight, "but I couldn't think of a way to do so without mentioning you, and I figured that even if I did think up a way, the Princess would ask me where these questions came from.

"So, yes, I did keep my promise to you and I still will. Especially now that you've shown me that..."

"Well, um, on a positive note, Twi," Midnight wanted to steer this discussion away from mopey and sad to nice and friendly, "I've made a decision."

"Decision?" echoed Twilight.

"I've decided to live here," Midnight answered, "Ponyville is now officially my home."

"Wha- I- Midnight, that's wonderful!" Twilight suddenly hugged Midnight out of nowhere, causing the stallion to gulp and blush at the same time, and a moment later Twilight released Midngiht and shrank back in embarrassment.
"Uh- I... I'm sorry, I... don't know where that came from."

"Oh- No, that's okay," Midnight silently cried inside, wishing the hug had lasted a little longer, but he kept his composure and cleared his throat, "So, Terra opened his home to me and asked me to be his roommate. I went to the Nesting Pegasus earlier to check out, but I... wanted to stop by and see you. To clear the air and make sure there's no hard feelings."

"I'm happy for you, Midnight, but..." Twilight was hesitant but she needed to ask, "Does this mean that you're going to speak to the Princess?"

Midnight's ears drooped, having almost forgotten about that. He'd made his decision and was just now realizing the full implications of it. Taking another breath, he answered, "I guess it does. Not just yet, but I give you my word: Soon, I'll contact the Princess and.... I guess I've been running long enough."

"Don't think of it like that, Midnight," Twilight said encouragingly, "She really did miss you after you left. I truly think that it changed her."

"I guess so," Midnight shrugged before a thought crossed his mind, "So, uh, Twilight. Is there... anypony in your life right now? Somepony... special?"

"Well, there are my friends and my neighbors and many other ponies I've been getting to know since I came to live here in Ponyville," explained Twilight with a warm smile.

"Uh, no, Twilight, I-I meant..." Midnight cleared his throat again and looked Twilight directly into the eyes, "Somepony special..."

It took a full three seconds for Twilight to get Midnight's implication before she gasped, "Oh! Uh, no! No, Midnight, there's nopony like that in my life right now. I'm too busy learning about Friendship! It's why I'm here in Ponyville, and that kind of relationship?

"Nuh-uh, I'm not looking into that right now."

"Oh, I see," Midnight shrugged, playing it cool, "I guess the nerd's doomed to remain single all her life."

"Hey! That's not nice, and I will not be single for my whole life!" Twilight huffed.

"Oh really? If not now, then when?" asked Midnight.

"Well, I don't know!" Twilight flabbergasted before she noticed Midnight giving her a sympathetic smile and she realized he'd meant nothing by it, just a little teasing.
Calming down, she thought about it and then said, "I guess... Well, I do want to find the right stallion one day. Just not right now.

"I want to learn about Friendship and use what I learn to help others.

"All the time, I'm learning things about friendship in ways I don't expect or understand at first and more than once I've been surprised by what I learn and how intricate and complicated Friendship can be and at the same time so simple and easy to understand, it's- It's kinda paradoxical."

Hearing her words, understanding the meaning in them, a part of Midnight's heart hurt to hear that Twilight wasn't looking for love, but it had been the words 'Just not right now' that gave him a sense of hope.
Nodding with understanding, Midnight chuckled, "Yes, yes it is."

Twilight smiled back and for a long moment they smiled at each other, sort of lost in the emotion before a door opened, startling them and they looked to see Spike come in, carrying a tray of cookies and a pitcher of lemonade.

"I figured you two could use something to nibble on after a long talk," the little dragon chuckled as he joined them at the table.

"I've got time for a snack," Midnight chuckled.
"Then dig right in, you menace," Twilight giggled and they enjoyed their snack.

Terra was finishing up the spare bedroom of his house, having a feeling Midnight would like his own space now that they were roommates, when he heard the door open and Midnight's voice, "I'm home!"

Terra smiled and went out to greet Midnight, saying, "Hey there, roomie! I..."

Terra paused as he saw a crestfallen look on Midnight's face. He didn't seem sad, just disappointed, so the big earth pony was unsure of how Midnight's talk with Twilight had turned out.
"Uh, hey buddy. You okay?"

Midnight closed his eyes, reared his head back as he took a deep breath, and then smiled at Terra and he said, "You know what, Terra? I am."

"Really? You and Twilight are cool now?" asked Terra, and he was surprised when Midnight came over... and gave the big earth pony a gentle yet tender kiss, which Terra couldn't help but return as he pulled Midnight into a warm embrace.

When their lips finally parted, Midnight looked at Terra with a subtle look of bliss and chuckled, "Frosty. Wanna cuddle?"

"Heheh, like you even need to ask," Terra picked up Midnight and carried him to the sofa, where they sat together, and enjoyed some TV.

As a show played, Midnight didn't really pay attention, as he leaned against Terra, appreciating the warmth and plush earth pony who'd taken him in and helped him in more ways than one. Despite the short time since they'd become friends, Terra had already become very special to Midnight in a way he'd never expected.

He snuggled up to the big earth pony, who smiled as he placed his foreleg around the unicorn's shoulders and then kissed him on the brow, making Midnight relax and feel so happy. Because Midnight realized, for the first time in over ten years, he was home.

Chapter 12. A First Time

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A full week passed after Midnight had moved into Terra's home and become his roommate, and things were going well. Terra had set up the guest room to be Midnight's room in order to give his new roommate his own space, for which Midnight was very grateful.

Midnight had set up his new room with some of his belongings from his magic bags, taking out a full bookcase of his collection of spellbooks, tomes, novels, and favorite stories. A cabinet that contained a portable alchemy lab and some of his usual potion ingredients. A treasure chest that contained some of the treasures, gold, and gems he'd collected throughout his travels, and a desk where he could read and write.

Midnight settled in nicely and found it to be a strangely foreign experience, having spent so many years traveling and staying in places for only a short time before moving on. But now, here he was, in his own room, living with perhaps the best friend he'd ever made in all of his life, and things were looking up.

Midnight had taken to handling a share of the housework so Terra could focus working his forge and crafting his jewelry. He'd been glad to hear from Terra how Rarity had insisted on forming a partnership of sorts with Terra to sell his jewelry to her clients at her boutique. Terra had asked to remain anonymous so as not to be bothered by unwanted guests, which had baffled Rarity for some reason though she'd respected his wishes.

Doing the housework was easier for Midnight since he could magick a lot of it to get it done quicker and more efficiently. Midnight had noticed that although Terra endeavored to keep a nice clean house, he tended to forget the housework and put it off until it got a little smelly, especially with two stallions living under the same roof.

Midnight intended to find work or some way to make money in order to not be a freeloader, and he was considering crafting his magic wares and selling them at Ponyville Marketplace. But today, something much more special was his goal, as he came home, shopping bags full.

"Let's see..." Midnight levitated out his purchases and set them on the table.

First, a bottle of premium Nectar from Berryshine, who owned a local vineyard.
A box full of bonbon chocolates he'd got from Pinkie Pie at Sugarcube Corner.
A boombox from the music store and a tape to play soft jazz music.
A movie he'd rented.
And finally, two sets of pony stockings, one set for himself and one for Terra if he wanted it.

Tonight is going to be perfect! Midnight thought determinedly before setting the Nectar and bonbons into the refrigerator and also placing a Distacter Spell on them for when Terra raided the fridge as he often did after long hours in the forge and needed a snack. His spell would divert Terra's attention away from the Nectar and bonbons even though they'd be right in front of the earth pony.

He hid the boombox and tape behind the furniture, and set the stockings under the coffee table, and just in time. The door opened and he looked to see a tired and sweaty Terra walk in.

"Hoo! Goddess bless the pony who invented air conditioning..." Terra sighed in content to feel the nice cool air blow across his steamed body.

"Hey there, good-lookin," Terra turned to see Midnight giving him a sultry look, "Workin' hard or hardly workin'?"

"The former, but like my dads always say, a job done well is a job well done," Terra chuckled before he sat his big rump down on the floor, glad to take a load off, even for a moment. "But hoo boy! How can one plumber break so many of his tools that he needs them reforged?"

Terra started to feel just a tad chilly from the AC on his sweaty body and lifted his foreleg to sniff his pit, "Ugh, and speaking of plumbing, I think this blacksmith is due for a nice shower."

Terra got up and turned towards the hallway, only for Midnight to get in his way, "Not so fast there, big boy. First, you gotta pay the toll!"

"Toll?" Terra echoed, not getting it.

"Toll," Midnight nodded before he approached Terra while turning off the AC so the smell of sweaty stallion began to fill the living room... and he moved his snoot towards Terra's pit, taking him by surprise.

"Whoa, what's with you, Midnight?" Terra raised a brow, having an idea, but it wasn't until he heard a deep sniff and a shuddering sigh that his suspicion was confirmed and Midnight pulled his head back, his eyes glazed over as he hanged his tongue in content.

"Oh yeah..." Midnight went further, pressing his snoot into Terra's pit, making him laugh from how it tickled.

"Aw, you like that, `Night? Dude, you nasty!" Terra chuckled with a pretend look of disgust but he couldn't help smirking.

Then, to Midnight's surprise, Terra picked him up and carried him over to the sofa, "So, you like smelly stallion, huh?"

"Not smelly stallion," Midnight corrected as he playfully booped Terra on the nose, "Hawt, sweaty, musky, fat n' sexy stallion."

"Well in that case...allow me to pay this toll in full~!"

Terra shuffled Midnight around in his strong forelegs until he was hugging the sapphire blue unicorn around his barrel. Midnight's torso sank into the soft and sweaty padding that was Terra's belly, and because if Terra's height advantage, Midnight's head was on equal level with that bulky and firm chest. Midnight could feel the heat of a hard working stallion as well as all that sweat soaking through his fur.

"Terra, I'm supposed to be seducing... Oh fuck!" Midnight protested, but barely put up much of a resistance, unable to help shuddering from how exciting this was getting. Exciting enough that Terra could feel something prodding at his plush and cute bellybutton, which he smirked devilishly down at Midnight for.

"Is that so? Because it seems like you're the one who's getting seduced!"

"Well- That's because... ohhh you big sexy bastard!" Midnight began to pant from how the bulgy bulky Terra bearhugged him into his girth and felt the heat and sweat starting to get to him.

Terra chuckled at how cute it was to see Midnight all flustered like this. He could just squeeze and gobble him up (quite literally). Though, he wasn't done paying his toll quite yet. Midnight felt one of those strong forelegs sliding up his back until he felt a hoof holding onto the back of his head to keep it in place. Terra's other foreleg slid a bit lower, now wrapped around his waist and lining Midnight's second horn up just right, Midnight hesitantly trying to resist since he didn't want to get started before everything was truly ready.

"Terra, wait a minute..." Midnight moaned as Terra gently grinded against him, his hard-on growing increasingly harder, especially when he felt Terra's own erection rubbing against his hind legs, almost frotting him.

Terra could see (and feel) Midnight was becoming putty in his hooves, but he had a feeling Midnight had something in mind for tonight.

Maybe I can tease him a bit, he thought deviously as he pressed his plush padding against Midnight again, holding himself there a good long moment, and he smirked to see Midnight sigh in near-ecstasy, from his smell, his weight, his being gently but surely dominating the unicorn... until Terra got off and stepped away from the couch.

"What th-" Midnight snapped out of it, finding himself almost upset that he hokey-pokey had stopped and giving Terra a confused look.

"Why end it too quickly?" Terra said before he reached under Midnight and picked up the fully grown stallion almost like a father would his son, and carried him off towards the bathroom.

Steam soon filled the bathroom as warm water poured over the two stallions. Once their coats were soaked, their manes slick and wet, the two of them gazed upon each other.

Midnight was in awe, for Terra's yellow coat, glistening wet, made him look as though he were made of gold. His brawny chest, strong forelegs, his plush bottom, his cuddly belly, and his beautiful purple eyes.

Terra smiled in content at the sight of Midnight's sapphire coat, his wet mane shimmering like obsidian, his strong and slender frame that came from years of travel. He was more fit than the average unicorn stallion but not as big as the unicorns in the Royal Guard. He saw a scar on Midnight's left wither and he wondered where it came from.

Then Terra held up a scrubber and said, "Scrub my back, I scrub yours?"

Midnight smirked as he accepted the scrubber and twirled his hoof at Terra, who nodded, turned around, and sat down on the floor of the tub. Squeezing some shampoo onto the scrubber in his magic, Midnight then gently but firmly pressed it onto Terra's back and scrubbed all over.

Terra closed his eyes and moaned softly, finding the pressure relaxing, and feeling Midnight's hoof spread the lather a little as he also massaged Terra's back a bit, feeling a few knots and helping to loosen them.

"My turn," Terra said after a while as he took the scrubber in his hoof and did the same twirl gesture at Midnight.

Midnight nodded and did as Terra asked, turning around and sitting down. Since Terra was an earth pony he was more hooves-on with the scrubbing. His touch was strong but gentle, and he took his time, feeling Midnight as much as he was cleaning him. Midnight didn't mind. In fact, he relished it!

"You've got a pretty solid build for a unicorn who's not in the guard," Terra whispered into Midnight's ear, making it perk from how his breath tickled. "You're not much bigger than a typical unicorn stallion, but clearly travel has been good for your figure."

"Mmm, if you're ever bored of blacksmithing," Midnight peered over his shoulder to look Terra in the sultry eye, "I think you have a promising future as a massage therapist."

"Nah, massaging strangers, even for cash," Terra shrugged but shook his head no, "it'd be weird for me."

"Fair enough," Midnight said as he turned around, gently cupped Terra's cheeks in his hooves... and met his lips with his own.

The two stallions pressed their wet bodies together as they continued to kiss. Touching each other, nuzzling each other, finding comfort and a building excitement. Then Terra pulled back just a bit as he reached down and gently cupped Midnight's balls in his hoof, making the unicorn gasp ever so slightly. Midnight's horn lit up a gentle glow and a similar glow appeared along Terra's sheath, and he felt a delicate pressure on his delicate area as both stallions began to unsheathe.

They looked down to examine each other's goods, even though both were only half-erect.

Midnight's was a soft black with a few splotches of a paler sapphire here and there while Terra's was a gold dark compared to his coat. Their flares were only inches from each other, looking like they were trying to high-hoof the other as they bobbed up and down.

Midnight pressed himself against Terra's chest and Terra rested his chin onto the top of Midnight's head (minding his horn), feeling their stallionhoods rub and poke and prod against each other, causing them both to grow fully erect and flared.

For the first time, Midnight now had the full-look of Terra's length and girth. It was impressive indeed, a size any stallion could be proud of. His own wasn't as long or girthy but still good for a unicorn... but now it was finally hitting him.

He'd seen Terra's dick before, obviously, but never at full erection. Seeing it in all of its aroused glory, Midnight was starting to realize he might be getting stuffed with something bigger than his butt could take.

Especially since he was a virgin.

It was discouraging. Midnight had never had sex before, and here he was, showering with possibly the sexiest, sweetest, most awesome friend he'd ever had, about to be his first.

He wanted this. He wanted this stallion's dick.

But will I be good enough...? he thought in worry.

"Mm, now that we're squeaky clean," Terra's voice snapped him out of it as the golden glory shut off the shower and stepped out to pull towels off the rack, "let's dry up and continue enjoying each other's company."

The way he bobbed his brows at the word 'company' made Midnight heat up and his dick start aching for hanky-panky as he followed suit and they started drying each other off, even as their dicks slapped against their barrels.

After drying up, the two horny stallions still felt a tad chilly, so Midnight suggested the sock lingerie. Terra's socks were powder blue with gold lining and tips while Midnight's were a pale indigo with silver. They retired to the living room where they got nice and cozy on the couch and Midnight used his magic to put in the movie he'd rented, bring out the bottle of nectar and glasses as well as the box of bonbons.

"You're really going all-out with this," Terra raised a sultry brow and stifled a slight squeak when he felt Midnight's hoof on his still-erect cock.

"So are you," Midnight responded with an equally sultry look while he used his free hoof to guide Terra's to his own erection, and the two slowly gave each other hoofjobs while Midnight's magic poured the glasses and opened the box of bonbons.

The film Midnight had rented was actually a short film. From their... adult section in the back. Midngiht had considered getting a full-length movie but then realized, both he and Terra probably wouldn't want to wait too long before they got to the best part of the night. So, he'd opted for something shorter that would maybe also give them some ideas of what to do with each other.

The screen displayed two stallions, each a different build, and a mare of average yet appealing figure. One stallion, an earth pony, was brawny and paunchy, the other, a unicorn, was a bit of a beanpole but still looked to have some muscle, and the mare was a pegasus. Her figure wasn't that of a fast or strong flier, just a mare who uses her wings to get to and from wherever she was going in her day-to-day life.

They watched her sit between both stallions, taking turns kissing each other, her both of them and even them with each other. Feeling each other up. Rubbing their hooves onto each other's downstairs business. The mare's wings were slowing rising, getting what all pegasi get as they were aroused, called a Wing-Boner. Pegasus mares got them too but they found them much more embarrassing than the stallion pegasi would.

"Heheh, that is one lucky mare," Terra commented after a sip of nectar, enjoying the tangy taste of fruit followed by the bitter aftertaste of the alcohol in it.

"Because she's got two strapping young stallions all over her?" Midnight asked as he levitated a bonbon towards Terra's face, which lit up at the sight of it, licked his lips... and slowly stuck his tongue out to accept it.

Midnight levitated it to the tip of Terra's tongue, which gave it a lick and he quickly mmm'd at the taste before he extended his neck forward, his mouth opening just enough to take an ample nibble.

They continued to give each other hoofjobs all throughout the short film, but both kept their control and didn't pick up the pace, even though their mutual arousal was building. They watched the stallions buck her from both ends, the earth pony buck both of them, one at a time, and even the earth pony buck the unicorn while he stuck his horn into the mare's hoo-hoo.

"Goddess this is getting hot..." Midnight struggled not to pant like a dog even though Terra was already on the verge of doing so.

Both of them were beginning to leak pre. But then the dirty slowed down into passionate kissing, nuzzling, fondling, and all-around loving as the three ponies laid in bed, the mare sandwiched between the stallions before they all drifted off into an adorable slumber.

Once the credits started rolling, both stallions shared an excited look. The nectar they'd been drinking throughout was a light liquor so the both of them were only slightly buzzed, which was exactly what they'd been going for. Although Terra's mouth was a little messy from all the bonbons Midnight had fed him.

The mood was perfect, they were ready. At Midnight's nod, Terra got up from the couch, picked up the smaller stallion, and carried him into his bedroom.

Approaching Terra's bed, Midnight said, "Wait."

Terra paused as Midnight got off of his back and gestured to the bed, "What should we do first?"

Terra smirked and raised a brow... before suddenly shoving Midnight onto the bed, causing him to let out a startled bray. But then he saw Terra sashay over and crawl onto the bed, positioning himself over Midnight and stare down at him with the look of a stallion who knew what he wanted and he aimed to get it.

Despite holding himself up over Midnight, Terra's belly still pressed down onto Midnight's barrel, but he didn't mind. Though he stifled a gasp when he felt Terra's erection brush against his own. Terra smirked deviously as he wiggled his hips so his hard-on continued to bat Midnight's gently around.

Midnight shuddered at how much Terra frotting him was turning him on.

He looks so cute, Terra thought before he cupped Midnight's cheek in his hoof, taking the unicorn by surprise, and they stared into each other's eyes for a tender moment before their lips met. Passion began to rise while they kissed and nuzzled each other, Midnight beginning to pant slightly, Terra to growl softly, and their hard-ons were beginning to leak pre.

Seizing the moment, Terra stood up on the bed, the mattress shifting under his weight and motions while Midnight was confused for a moment... until Terra turned around and held his bodacious backside above Midnight's head, giving him a perfect view of the undercarriage!

Terra smiled in satisfaction to hear Midnight gasp, so he wiggled his hips, causing his balls to swing left and right. Midnight was beginning to pant like a dog as he grew more horny. His eyes followed the movements of Terra's glorious golden glutes and his family jewels.

It was then a familiar scent pervaded his nostrils. He took a few eager sniffs before regaining some control as he moved his head closer... and ever so gently pushed his nose up against the underside of Terra's hefty sack and took a deep whiff.

Terra held in a laugh as Midnight's happy shudder tickled his balls, so he began to ease down, allowing his sack to rest on the bridge of Midnight's nose and Midnight felt Terra's easing downwards that he laid his head down while Terra gingerly kept his balls position just so.

Let's see if I can... get a rise out of him, thought Terra with a perverted smirk as he lowered his ass more, feeling his sack and sheathe spread further onto Midnight's muzzle while Midnight stifled a gasp as his whole face became engulfed betwixt Terra's cheeks! Midnight struggled a bit, apparently nervous Terra was gonna crush him, only to feel Terra hold himself just so that he didn't crush down upon Midnight's face with the whole of his body weight.

"Relax, I'm not gonna crush you," Terra teased as he shimmied his bottom just so until he had Midnight (his nose to be specific) right where he wanted him, "I just want you to smell the- Well... certainly not roses!"

Midnight couldn't help it as he took a whiff of a most familiar scent and then took one even deeper, inhaling through his nostrils the magnificence of Terra's musk! Oh, how it lit up a fire in his loins, which Terra soon noticed as he watched Midnight's cock slowly but surely emerge from his sheathe.

Although Terra's stallion scent invigorated him, Midnight flashbacked to the last time his snoot was where it was now. A part of him shuddered at the memory, but in retrospect... he couldn't help but feel amused. If he looked at that situation from an outsider's perspective, it was indeed hilarious. Disgusting and sympathetic, but hilarious all the same. He no longer cared. He continued to sniff, even pushing his snoot further into Terra's ass, which he grabbed with his hooves, enjoying the firm smooshiness as he pressed his hooves into those marvelous mounds.

Terra eep'd in surprise but also amusement and arousal as he looked on at Midnight's arousal still growing.

Terra relaxed his limbs, which caused him to press down onto Midnight more, engulfing the unicorn's barrel under Terra's floofy belly. Midnight didn't mind the extra amount of pony smooshing down on him. In fact, he enjoyed the feeling of Terra's girth, how it reminded him of his prior experiences of being inside of Terra's belly.

"You know..." Midnight panted mid-kiss, causing Terra to pause and pull his head back, "even though it was only twice, and despite the circumstances each time... I- I get so turned on by the idea of being inside you like I was before."

"Oh really?" Terra chuckled, "You mean after how I swallowed you while I was drunk and when I was you and Flash's shelter from the weather?"

"Actually, yeah!" Midnight gave Terra a warm look of desire, "I've actually... had dreams about it. But they weren't nightmares. Every time I dreamed of it, every time I remember it... being inside you? Completely within your being, surrounded by you, I can't help but feel so... so warm and-and safe!"

Terra was taken aback, not in disgust or anything negative. If anything he felt flustered, maybe a little embarrassed by what Midnight was saying.

But then... Thinking back, Terra couldn't deny it himself. How good it felt to have Midnight (and Flash, to a lesser extent) inside of him. There was something special, something unique, in having somepony inside of you like that. Feeling their movements, the closeness, knowing that they are warm and safe inside you.

Midnight saw Terra's face turn a subtle pinkish-hue, making him chuckle slightly before he gave Terra a sweet lick on the nose.

Terra smiled warmly and licked Midnight back before they kissed each other a few more times, and then he asked, "I don't suppose there's any chance you'd like to go back inside me again anytime soon?"

"Absolutely! But tonight..." Midnight's horn lit up as he levitated the both of them a hoof off the bed and Terra yelped as they spun `round and he kerplumped back onto the mattress and he looked to see Midnight was now on top, sitting comfortably on his belly as he bobbed his eyebrows, "Tonight, you're the one who's going inside me...!"

Terra raised a brow, arousal spreading over his face as he watched Midnight lean back a bit to show off his member, nearly at full mast. He'd soon fix that... but then he swore he noticed something else.

There was something about the look on Midnight's face, as his demeanor changed ever so subtly that if Terra weren't paying real attention he'd never have noticed it. If he didn't know any better, he could swear there was some kind of hesitation in Midnight now.

A nervous glimmer in his eyes, an anxious change in his breathing.

"Hey, if you don't want to-" Terra said kindly, only to stifle a gasp when he felt Midnight give the underside of his cock a long, sensuous lick.

"No, I want to do this," Midnight said firmly, "so let's quit pussyhoofing."

"Alrighty then," Terra couldn't help but chuckle at how forward Midnight's gesture was, feeling his member tingle in anticipation. He looked at Midnight's member flaring eagerly, and he licked his lips before saying, "Let's take our time and enjoy this, okay?"

"Oh I intend to," Midnight said as he gently guided Terra's member to his lips before opening wide while Terra did the same.

Almost at exactly the same time, the two stallions took each other in the mouth, and both shuddered at the feeling of their most delicate parts being so deliciously savored. Terra sucked on Midnight like a lollipop while Midnight alternated between sucking and licking. Terra mmm'd at Midnight's flavor and couldn't help but enjoy the service. Midnight had certainly sucked cock before, which surprised him. He'd almost pegged Midnight to be a virgin. Midnight did his best not to shudder at how Terra sucked and caressed him, groaning as he sucked Terra towards his throat. Both stallions were in growing ecstasy!

Terra knew a thing or two about how to pleasure a stallion, and he was wondering just how long his little unicorn companion could last. His hooves firmly grasped around Midnight's flanks to spread his hind legs a bit more. Midnight could feel the dexterous tongue of Terra's curl around the tip of his member before Terra leaned in and took the entire length into his maw. Feeling Terra kicking it into high gear, Midnight made a shuddery gasp with Terra's member still in his mouth, and started to suck with greater fervor. The pleasure in both stallions' loins was steadily rising.

Terra snorted as his pleasure rose, Midnight moaning with his increasing passion! They sucked with more fervor, their breathing becoming erratic! Getting a little carried away in the ecstasy of the moment, Terra dropped more of his weight down on top of Midnight. This in turn plunged his shaft further down Midnight's throat without warning and pinned the unicorn down under his softness. He didn't forget about pleasuring Midnight. Terra's head bobbed at a rapid and steady pace, swallowing down Midnight's own shaft with ease.

With more of Terra weighing down on him, Midnight became short of breath but could still breath, even with his snoot getting plapped by Terra's velvety balls. Despite some discomfort, Midnight barely noticed as his arousal was nearing the verge! Their pleasured moans and snorts and groans got louder, their arousal rising and rising until...!

Midnight finally released, feeling his climax spurt into Terra's mouth, though he found himself distracted from his release as Terra released into Midnight's throat. Because Terra's shaft was so close to his throat, Midngiht had no choice but to swallow Terra's cum. And it was a lot of cum. Midnight gulped what must have been at least a gallon of a stallion's baby batter, and he very quickly found himself feeling full to the brim. Feeling bloated with a hefty big-bellied stud on top of him didn't make it any less bearable as Midnight swallowed the last gulp of Terra's splooge as Terra pulled his member out of Midnight's mouth.

Terra groaned in much-needed relief after unloading his studly load down Midnight's throat. It turned out to be hotter and more passionate than he'd expected, and he just lazily rolled off the unicorn and onto his back so as to take a moment to catch his breath.

"Huh... huh... whoo! Haven't blown my load like that in a good long while," Terra couldn't help but chuckle, in satisfaction, in relief, and sheer enjoyment. "I tell ya, `Night, you certainly can blow like a pro-"

BUUUUUUUUUUURRRRRRRRRRRRRRRAAAAAAPPPPPPPPP!!!!!

Terra brayed in alarm of the sudden and obnoxious racket and propped himself up. His eyes popped to see Midnight, lying flat on his back, and his tummy bloated out as though he'd been puffed up all of a sudden but now was releasing excess pressure by a loud and disgusting belch escaping his mouth, which had a bit of cum trailing down one corner.

Midngiht burped for what felt like a whole entire minute! Terra took in every second of the sight, listening with titillated interest, as his member was already rising again as he found the sight and sound of it surprisingly hawt!

Eventually, the oral expulsion of gas ended and Midnight made a soft gasp and seemed to relax, his eyes looking a tad droopy... and he smiled softly and giggled as though he were on some kind of mild high. His tummy had shrunk a bit, but he still looked stuffed up good. Only, given his stupefied relaxation, it seemed more like instead of feeling the kind of tummy ache that came from eating too much, it was more like the blissful joy of feeling full after a good hearty meal.

Terra stared at Midnight, looking plumped up after eating a holiday dinner or something and enjoying it... until realization dawned in his mind! "Oh sweet balls of Rockhoof... did I...?!"

"Pump me full of your stallion cream...?" sighed Midnight in blissful arousal, as his own member was regaining rigidity, much like Terra's. "Yes, you did... and I can't remember feeling so good after a... meal, heheh!"

"Sooo... you're not upset?" Terra gulped, not so much nervous as he was getting turned on.

"It was bit scary at first, and you bearing down on me didn't help," Midnight noted, "but after you got off and I... offered my compliments for the meal, I am just dandy..."

"Well, in that case..." Terra laid down next to Midnight, and sensuously patted Midnight's tummy in a touchy-feely manner, "it's nice that I'm not the only pudgy pony in this bed."

"You did this to me..." Midngiht said in teasing accusation with a rise of his brow before he reached up to pull Terra's head closer and gave him a loving smooch. Terra chuckled in a studly way as he returned the smooch with a little more gusto, and very quickly the two stallions were making out with kisses and cuddles and running their hooves through each other's manes. But before things started to get heated up again, Midnight's eyes popped open mid-kiss/cuddle, and he teleported out from under Terra, causing the big earth pony to unceremoniously belly-flop onto his bed.

"Hey, what gives?!" Terra complained, craning his head to look over at Midnight, who was rifling through a drawer in Terra's desk.

"Sorry, big guy, I almost forgot!" Midnight replied as he turned around, levitating something in his magic.

"I got these while preparing for tonight. They're fruit-flavored lube things. I've... never tried them before, but if you don't-"

"Oh no, it's okay! Yeah!" Terra got comfortable, lying back onto his bed, looking somewhat like a beached whale as he relaxed by resting his hooves behind his head and giving Midnight a studly smirk, "After you, of course."

"Okay, so... is strawberry okay?" Midnight tore the packet of lube from the rest.

"Doesn't matter, lube's lube," Terra responded with just a slight growl of impatience.

Midnight's eyes lowered from Terra's to his cock, already rising back up. Not even half-erect, its size made Midngiht clench but he hid his trepidation well enough that it wasn't obvious. But Terra's expert eyes were experienced in noticing subtle hints.

Even so, Midnight raised his right hoof, his horn shining a little brighter as his mana formed a transparent hand of turquoise blue around his hoof, and the lube packet was torn open and then its contents squeezed out onto Terra's growing erection.

Midnight's magic hand then reached out and gingerly grasped Terra with a gentle grip. Terra couldn't help but shudder just slightly and Midnight could feel the tender flesh.

The Magic Hands spell formed a hand of mana around the caster's hoof and connected to the caster's thaumaturgical system, enabling Midnight to feel what the hand touched as if it were a hand of flesh and blood. He then slathered the lube all over Terra's junk while forming another Magic Hand over his left hoof, and began to fondle Terra's amply-sized balls while he handjobbed Terra's stallionhood.

Terra's look was of a determined stud, eager to satisfy his primal instinct yet was in control, as he established dominance by getting into position over Midnight. Midnight gulped as he aligned Terra's member with his backdoor as he hoped Terra didn't notice how nervous he really was.

He shuddered as he felt Terra begin, his tip sliding into Midnight's ass, Midnight trying to bite his lip as the big stallionhood stretched something that had never been so stretched before! He held out for only a few seconds and a couple inches before he opened his mouth and cried out out, "GhaaaAFUCK!!"

"Are you okay?" Terra stopped himself, alarmed by Midnight's outburst of pain and he could see Midnight's blue face turning a light shade of purple from a blush, tears starting to tell up in the corners of his eyes, and he clearly was in pain.

"Hah... y-yeah, sorry! It's just... you're so big!" Midnight grimaced as he tried to keep his breathing calm even as his heart was beginning to pound a little. "It's just... a lot more intense than I thought it'd be."

"Okay, well... just relax, and try to focus on the pleasure," Terra advised, "I'll start slower."

Midnight nodded, but the mixture of sensations was something he'd simply been unprepared for, the pleasure and the pain alternating in which was more intense. Terra struggled to be gentle but he felt the urge to go harder and plow his partner whom he could tell felt as though he were about to be split in half.

"Ah! I-I can't take it anymore!" gasped Midnight, feeling like a wuss but he really couldn't. "Please! Pull out!"

Terra winced as he slowly pulled his dick and and saw Midnight's throbbing sphincter, making him feel bad. He carefully laid down beside Midnight, who looked ashamed.

"Are you okay?" Terra gently laid his hoof onto Midnight's chest.

"I'm sorry, I... it was just... too much," Midnight felt like a loser even as he tried to hide it from Terra. "I guess that..."

"Look, it's okay! If anything I should be sorry," Terra assured when a thought crossed his mind and he gave Midnight a sultry look while propping his head up with his hoof, "Perhaps... if you're up for it, we could switch and I bottom for you."

"Wha- Me?! Top on you?" Midnight gawked at Terra before sitting up, minding his aching ass, while he looked away hesitantly, "That... that wouldn't be weird to you?"

"`Course not, why would it be?" Terra asked, sitting up beside Midnight.

"Well... lookit me, Terr," Midnight gestured at himself, "I'm half your size!"

"So?" Terra didn't get what the big deal was.

"So... I'll just be... I'm not... it'll be silly! I mean, I'm hardly much of a stud like you are! I'll be a lousy top and just wind up embarrassing the both of us..." Midnight struggled not to cry, feeling so pathetic, and it was then Terra finally realized.

"You are a virgin." Midnight's reaction of burying his face into his hooves made Terra feel like such a colossal ass that he quickly threw his forelegs around Midnight, hugging him tenderly.
"Whoa! Whoa, it's okay! Midnight, it's okay..."

Midnight sniffled and struggled to stop crying, feeling like a baby, but Terra gently pat him on the shoulders and rubbed his back, helping him calm down.

After a few long moments, Midnight started to calm down, so Terra stopped the hug and gently had put his hoof to Midnight's chin to get him to look him in the eye.
"Look, don't take this the wrong way... but I kinda suspected you were a virgin before we started this. For a bit, I did think you weren't because of how you were doing and how calm and in control you seemed... but then came the moment of truth, and, well it seems your ass tried to take more than it could."

Midnight whimpered and tried to look away but Terra gently held his face firm to keep eye contact.

"Midnight. Your size and masculinity doesn't make you any less of a stud. Just because I'm bigger..." Terra shrugged and then pretended to be ornery as he listed off, "and older... and fatter!"

"Heheh!"

Midnight couldn't help cracking a smile at Terra's playful cantankerousness, "Bah, you get the point! None of that matters. Not to me at least."

"So...you'd really let me do this? Top you?" Midnight was still unsure.

"You're not gonna 'top' me..." Terra took a firm hold of Midnight's face between his hooves and brought their snoots together as he gave a bold look of furrowed brows and a determined smile to Midnight as he declared, "You're gonna fuck me like the stallion I know you are!"

Midnight stared into Terra's eyes and saw the passion in those glorious purple orbs reignite the fire in his loins as he brought his own hooves up to Terra's face and kissed him so hard and tenderly he pushed Terra onto his back and onto the bed. Midnight held himself up, his hooves on the bed, right above Terra's shoulders, looking down at this incredible stallion who'd so effortlessly dashed away his doubts and stoked his burning desire. They held each other's gaze in that position... before their continued to kiss and felt their stallionhoods frotting while also slickening each other with both of their pre.

Terra reach a hoof up to place a tender touch upon Midnight's cheek as they shared this moment of passion. His hips rolled to grind his stallionhood across Midnight's in their frotting. A little motion to stir up the excitement and arousal in both of them. Especially for Midnight.

Midnight arched his back as he furrowed his brows from the incredible sensation of their stallionhoods rubbing against each other so it was a miracle they didn't start a fire. He then reached down and pulled Terra's legs apart, preparing to prove his stallionhood by sticking it right up Terra's ass!

"Wait!" Terra interjected by putting a hoof on Midnight's chest before the unicorn could get started. "I actually prefer a different position..."

A smug grin spread across his muzzle as he gently pushed Midnight onto his hunches, giving Terra space to roll over in the same spot until he was on his belly. His hind hooves planted on the bed to raise his marvelous golden behind up in all of its glory. The subtlest of movements sent those golden cheeks wobbling from the plushness contained inside. With adept skill, Terra flexed his glutes just so, parting his bottom cheeks to widen his crack, revealing his magnificent ponut! Midnight's nose couldn't help sniffing the pungent musk of stallion ass despite it having only been a short while ago that they'd showered themselves clean as a whistle. Without even realizing it, Midnight leaned forward a bit, his snoot aching to get closer... and Terra smirked deviously as he made his move and jostled the bed just so, causing Midnight to yelp as he fell forward, his snoot accidentally burying itself deep into Terra's ass!

Terra shuddered at the sensation of having something, in this case Midnight's snoot, mash against his perfectly round and plush pucker. So soft in fact that it broke Midnight's fall like a well placed pillow. The big stallion couldn't help himself. His cheeks flexed and clenched around Midnight's muzzle to hold him in place while his curly tail lowered over his partner's head. Midnight found himself stuck with his muzzle trapped at the source of the musk between Terra's rump cheeks... and despite finding it a tad difficult to breathe, he felt his arousal flare even brighter with every inhale of Terra's musk permeating the deepest recesses of his lungs!

This burning desire sparked a conflict within Midnight, as he so desired to bury his aching cock into Terra's ponut and yet was reluctant to remove his muzzle from this primal perfume permeating his olfactory sensor. Terra sensed it too, so, begrudgingly, he relaxed his plushy cheeks, and Midnight instinctively pulled out to gasp for a breath of fresh air while groaning despondently.

"Sorry `bout that, Night, but i think we're both getting a little eager for the main course," Terra smirked apologetically, "Got any more of that lube?"

"Yeah, I..." Midnight hesitated, not wanting to break up the momentum, when a thought crossed his mind... and he wickedly licked his lips, and said, "Or I could do this!"

"Do whaAAUUGHYAAH!!" Terra gasped in startled alarm as he felt a tongue probe his inner recesses!

He's... he's actually eating out my ass! Terra thought, shuddering even more, groaning with every lick while his own tongue stuck and hung out of his mouth, his eyes rolling back, feeling as though he were in ecstasy!

It certainly took Terra by surprise. He didn't expect Midnight to have it in him. Not that he was complaining, but much as it felt amazing there was only so much that a tongue can do to please a stallion like him. When Midnight broke contact and pulled his tongue way to catch his breath, Terra wiggled his flank right in front of Midnight.

"Enough with the teasing and mount me already, you stud~!"

Midnight gulped, nervous, excited, but he couldn't back down now! He furrowed his brows, exhaled sharply out his nostrils as he placed his hooves onto Terra's bouncy, beautiful butt, and positioned the flare of his stallionhood. Primal instinct spurred him, along with desire inflamed by this glorious partner of his. He entered, and gasped, as he felt Terra's ass snugly swallow up Midnight's throbbing member while Midnight thought, This... this is...!

"Urgh, harder!" Terra grimaced but in pleasure, and Midnight obeyed as he began to hump with passionate abandon!

Terra's tailhole was tight, but not too tight. No, snug would better describe it. Just barely loose enough for Midnight to thrust into it at his own pace while tight enough for the soft innards to wrap so perfectly around his stallionhood. It was almost as if Terra's ponut was made for Midnight's member!

With each pound into Terra's rump, those golden cheeks were squished tight against Midnight, who shuddered at the sensation of his sack flopping delicately yet ravishingly against Terra's ass and undercarriage! He could feel just how soft and plush they were on a sensitive part of his body. Looking down and watching then wobble into each thrust gave a motivating stimulation to pound into it harder!

"C'mon, Midnight...!" Terra gritted his teeth as he was on the verge of climax and sensed Midnight was as well, before roaring, "CUM DEEP IN MY ASS!!"

"ERRAAUGGHH!!!!!!" Midnight roared in response as both stallions threw their heads back and mutually found a most glorious release that shook and shivered every fiber of their beings!

Both stallions panted as the blessed peak of pleasure slowly faded away, but they didn't care. Midnight's member slid out of Terra's sass, his stallion jizz leaking out, while Midnight collapsed next to Terra, the both of them still panting when they looked at each other.

They held each other's gaze for a long moment, Terra smiling first, showing pride and pleasure in what had just happened... when he noticed something about Midnight's expression.

Midnight appeared... stunned. Utterly stupefied even as his face turned purple yet again from his blush contrasting with his blue coat. Then, to Terra's alarm, Midnight started tearing up again and he began to shake, clearly on the verge of crying again.

"M-Midnight! Are you okay? Did- did I do something wrong?!" Terra propped himself up, not sure of what to do next, but then Midnight suddenly threw his forelegs around Terra's neck and hugged him tight!

He felt Midnight shake and softly begin to cry, so he returned the hug, unsure of what to say because he was afraid of saying the wrong thing and perhaps making whatever this was worse-

"Th-thank you!" Midnight sniffled before he began to nuzzle Terra while continuing the hug.

"...For what?" Terra began to relax even though he still felt strangely tense... when Midngiht relaxed his hold around Terra's neck and looked the earth pony in the eye with a look that darn-near broke his heart.

"F-for being- For..." Midnight struggled but managed to take a deep breath, calming himself down a little, yet he continued to cry. This time however, Terra realized something.

They're not tears of sadness... Terra's eyes widened with realization, They're tears of joy!

Finally, Midnight wiped his eyes and smiled, despite his tears still running, as he uttered, "For... for being my first!"

Terra's expression relaxed into a warm smile after hearing Midnight's gratitude. His strong hooves gently wrap around Midnight in a tender embrace.

"Happy to be your first," Terra smiled so tenderly, feeling his heart swell from this unicorn he'd welcome into his home. Into his ass. But most importantly, into his heart.

They stayed like that, staring so warm and tenderly into each other's eyes for a long and beautiful moment... until Terra reached up to wipe away Midnight's tears and then pulled him closer to himself. Midnight didn't resist, happy to let Terra embrace him, and the long day, along with their first romp in bed, finally settled in. They snuggled up to each other, getting nice and cozy, Midnight turning away so Terra could spoon him, and he smiled at the feeling of Terra's plump middle pressing against Midnight's back. Terra reached around Midnight and gently rubbed Midnight's tummy, still blimped somewhat from having been filled with his stallion jizz and finding himself pervertedly proud of the fact. Then, Midnight's tail rose up to wrap around Terra's hind leg while Midnight held Terra's foreleg in his own and sighed with a most joyous content when at last they were perfectly positioned and so blessedly sleepy that before either of them knew it they drifted away.

But just before they lost themselves into the void of somnolent rest, they had the same thought.

I think I'm in love...!

Trinity: Shadows of the Past

by Wolven5

Prologue

Chapter 1. 10 Years Later...

Chapter 2. Lunch and Secrets

Chapter 3. Life is a Party

Chapter 4. A Foal's Errand

Chapter 5. A Friendship Forged

Chapter 6. Gut Buster

Chapter 7. A Pain in the Gut

Chapter 8. Flashing the Badge

Chapter 9. A Bit Too Close for Comfort

Chapter 10. A Studly Gesture

Chapter 11. It takes Two...

Chapter 12. A First Time