Stellar Council

by PizzaculousPony

First published

Twilight needs to go on an adventure to get her old council back in order and save her mother from Nightmare Moon.

Twilight must go on an adventure to reunite with her council. This proves difficult when they are stretched all over Equestria and Nightmare Moon has taken control and brought forth eternal night. They must wield the Elements to rid Twilight’s mother of Nightmare Moon.

Night Time Has Begun.

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Commander Nocte Wing,
Thestral Army-Camp, Canternhorn Mountain
1 day into Eternal Night


"Commander! We have received confirmation that our Empress Nightmare Moon is back."

A young thestral guard came running into the tent where Commander Nocte was staying. Nocte was skilled in reading ponies or creatures, this young guard only had excitement printed on his face. Nocte’s face lit up with determination and nodded.

"Very well, ready the troops, I want everypony to be available. Make sure to keep the operation a secret as long as possible." Nocte went ahead and put his armor on.

The young guard saluted before taking off to ready everyone for the attack. Nocte was left alone with his thoughts. The Elders had prepared him for the day their Empress returned from her banishment as well as her daughter.

A cold wind breeze battered the tent’s entrance. Nocte looked over in the direction of the entrance, the wind wasn’t supposed to blow in that direction. He went over to part the curtains to see what was going on when purple smoke started seeping in.

A malicious chuckle could be heard as the smoke formed itself into the shape of a pony. Nocte looked in wonder at his Empress, to his knowledge, it was the first time anyone had seen her. He bowed so low his muzzle touched the ground. Nightmare Moon nodded in approval.

"Thou hast done well in serving thy Empress while we hast been away. Now we must inquire. What is thy name?"

"Nocte Wing, at thy service thy majesty!"

"Very well, Nocte Wing. We shalt go now and meet our subjects, we do not want to keep thou waiting for thy well deserved victory."

"Of course not your magesty. Allow me to escort thou to thy victory!"

Nocte Wing got up and allowed Nightmare Moon to lead the way. They made their way to the Army-Camp’s center where Nightmare Moon was to address her new subjects before the battle for Canterlot began.


Twilight Sparkle,
Star Council’s Head Quarters' Throne Room,
3 hours after the fall of Canterlot,


Twilight massaged her temples, her throne room was an uproar. It was filled with government officials and the highest ranking nobles all arguing about what to do next. Twilight wanted so badly to teleport them back to Canterlot and leave them to the mercy of her mother if only it weren’t for the fact that if she did, Nightmare Moon would trace her magic signature.

To her sides in the other thrones, were sitting her Aunt Celestia and the 'Puppet Princess' Cadence, Captain Shining Armor and General Courageous Lance. In the crowd was Sunset Shimmer, Celestia’s student, accompanied by her friends who were horrified at the news.

Celestia and Twilight were asking questions about the attack, Cadence, true to her tittle kept quiet and Shining Armor as well as Courageous Lance answered as many questions as possible.

“The opponents forces where Thestrals I believe, they used swift disarming tactics and-" before Lance was able to finish, Blueblood interrupted him.

"Yes, that is very true! Even I couldn’t do anything to stop them! They disarmed me and even suppressed my magic before attacking! Oh My Dear Aunt, they were hideous!"

Twilight winced at the comment, something that didn’t go unnoticed by the other Princesses, she then glared at Blueblood who shrunk under her gaze.

"I beg your pardon?! They art NOT hideous! They art ponies just like us! They art-" Twilight was stopped by Celestia raising a hoof to both silence and calm her down.

"I believe what my niece is trying to say is, that Thestrals are just like us daytime ponies, just more adapted to the night." Celestia tried comforting the increasingly tense crowd.

The rest of the emergency meeting went the same way, they ended up wasting hours sitting on those thrones. Twilight was getting increasingly worried at what might happen to her old friends.

In the end, they settled in letting the nobles stay in the Council’s Headquarters until it was safe.

'Don’t want the snobs to get injured in an ‘accident'' Twilight thought

Also that the Princesses would remain hidden as well with Shining Armor an Courageous Lance guarding them at all times. They would also expand the Headquarters to fit the nobles as well as Sunset Shimmer’s friends and families.

Twilight exited the room and walked to her old quarters. She wasn’t surprised to see her phoenix sleeping soundly, Twilight sighed and prepared her saddle-bags for the journey. Basic healing supplies, modern bits, some old bits, food and water all went into her bags. She also strapped her sword coaster around her waist and tied her mane back into a bun. She put on her old chest plate, preserved by several spells, and one of her best cloaks, made by Pisces, one of her old friends that was also maintained by spells.

She went over and nuzzled the sleeping phoenix.

"Sleep well, Do not fret Pyre, We shall return shortly." Twilight said before gulping, hoping she was right

Twilight walked over to the door, determined to save Equestria. She opened it and almost jumped back at the sight of ponies at the door. Instead she kept calm and took a closer look, Sunset Shimmer, her friends and Cadence were all there.

"Cadenza? What brings the Princess of Love to our quarters?" Twilight said with just a bit of sarcasm in her voice. "Or should we call thee...Cousin?"

"Cousin is fine and you can call me Cadence if you want too. Anyways we wanted to talk to you about some things."

"Oh? Well in that case, let’s proceed to our throne room..." Then Twilight growled slightly under her breath "again..."

"Can’t we just talk here?" Applejack asked.

"We are afraid not, Pyre is sleep and we do not wish to awake him."

The group returned to the throne room, no one was there, and they didn’t even leave a sign that they were ever there. Twilight flew over and sat down on her throne and took a sirius face.

"What does thou want to discuss about?" Twilight looked at the group who were still at the bottom of the dais subconsciously telling them to stay down there.

Sunset groaned at the obvious act of supremacy but was polite and tried to hide her disapproval.

"Well...We wanted to ask you if you had any idea of why we couldn’t wield the Elements." Rainbow finally spoke breaking the ice.

"Well, that decision is made by the Elements, when some pony tries to wield them they judge the pony and check to see if they are the best possible wielders." Twilight calmly answered trying to sound as diplomatic as possible, not trying to offend them.

The mares were indeed offended, well only two were offended, Sunset and Rainbow who both had their egos the size of Manehattan.

"Wait, are you trying to tell me...That I’m not worthy of something promised to me ever since I got my cutie mark?!" Sunset raged at Twilight followed by Rainbow Dash.

"What do you mean we aren’t worthy?!"

Twilight hummed. "We believe we made it quite clear, thou may be worthy, but there is some pony, most likely my friends, worthier than thy group."

Sunset was going to protest but her muzzled was closed by Cadence’s magic. Twilight smiled at the scene and nodded very discreetly at Cadence.

"We assume thou still have more questions?"

"Well darling, I simply must know. How are you Princess Celestia’s niece?" The white unicorn in the group asked before anyone could stop her.

"Like we have told thee in the Everfree, we art Princess Luna’s daughter, and so, Princess Celestia’s biological niece." Twilight took the opportunity to extend the word biological to make her point clear and to subconsciously take a jab at Cadence.

"But wait, Princess Celestia doesn’t have a sister! Even if she did, why isn’t she ruling by her side?" Sunset was now genuinely curious.

Twilight winced at the question, Sunset had very kindly opened up a recent wound. Well recent for her at least.

"W-Well..." Twilight paused to organize her thoughts and think on the best way to brake it to them. She cleared her throat to speak. "A little more than a thousand years ago, Princesses Luna and Celestia fought a powerful kirin warlock. They defeated him of course, but before passing, it casted a curse upon the Princesses and their Kingdom."

The room suddenly felt very cold as everyone was now staring and waiting to hear the finale. Sunset, Rainbow Dash and Applejack were all eager to hear the ending, Rarity, Fluttershy and Cadence were worried at what they might hear and Pinky...Well she was oblivious to everything so...yeah she was just being Pinky.

"The curse of course failed, the warlock was in no condition to cast any spell or curse, neither did it have the concentration to do so correctly. The curse, was only able to hit the closest thing to the warlock...Princess Luna."

There was a collective gasp. One that was loud enough to startle Twilight. This time, Sunset’s voice was careful and timid.

"Did it...kill...Princess Luna?"

The group was completely silent staring at Twilight for her to answer the question on everyone’s mind. Twilight could only give a sad smile and shook her head.

"No, it did not." The group let out a breath that they didn’t know they were holding. "But. After they got back to the capital, the curse started to take effect and turned mother into a wicked mare." Twilight took a sharp intake of air before speaking again. "The mare thou have fought today...er- yesterday, Nightmare Moon, is our mother."

The implications took a moment to settle in, and they all became visibly tense, probably forgetting about the curse. Twilight spoke again, trying to change the subject.

"Anything else that we could answer?"

"Um...Yes, well it isn’t really a question, it’s more like we needed you to now. We found this in my room." Cadence revealed a light blue papered scroll. It was had a crescent moon with a six pointed star inside as a seal.

Twilight’s eyes widened, she quickly took the scroll from Cadence unraveling it and reading.

'Dear Twilight,

If thou are reading this then thou has probably finally returned. We do not know where thou were sent after the Element’s...Fail but we are glad thou has returned. Me and the others were extremely worried, it has been 67 years since thy departure and we have separated looking for a way to bring thee back and eventually they gave up hope. We decided to stay behind and wait for thy return. We shalt always be waiting and every day, at sunrise and sunset.
We are not in the Headquarters but in a small village to the south called Appleloosa, it is south east of Everfree City through the Everfree Forest.

We hope to see you very soon,
Your Faithful Right Hoof Stallion and Friend, The Hunter Orion

Journey begins

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Twilight’s hooves echoed through the Headquarters. She was galloping at a speed that would rival Rainbow’s, she did her best on the various corners she had to take to get to Celestia’s room.

Most ponies were a bit startled by the sudden gush of wind that blew past them, apart from a few curious glances, nobody intervened. Not like they could, they new better than to try and stop a galloping alicorn, even if they did, they weren’t certain that she wouldn’t beam them to ash.

Twilight finally arrived to Celestia’s room, a little farther to the right of her own room. She took a deep breath trying to calm herself before braking the news.

Knock, Knock, Knock

Twilight knocked ever so impatiently, she was practically hopping up and down. Finally for what seemed like ages to her, in reality only a few seconds, Celestia opened the door. The white alicorn was tackled into a hug by the younger alicorn.

"Tia, Tia! Auntie Tia! Have a look at this!"

Twilight lit up her horn and a scroll with light blue paper appeared next to her, levitated by her magical grasp.

"Our cousin, Cadenza, has found it in her chambers!" Twilight levitated the scroll to Celestia who was still recovering from the shock.

Celestia opened the scroll and started scanning through the page. Celestia lowered the scroll and looked at Twilight with a blank stare.

"There is nothing written my little star." She said calmly, not wanting to jump to conclusions but she was really considering if madness ran in the family.

"Pardon? But...We are sure that...B-but the letter-"

Her attempts at explaining herself stopped as she suddenly realized what was going on. She lit her horn and casted a spell to detect any spells placed upon the scroll. She facehooved, she sometimes hated how smart her friends were, it all made sense, the way that her 'new self-proclaimed' friends looked at her, her aunt’s confusion...

"Auntie, it is enchanted so only we can read it. It was left in Cadenza’s room by-"

Twilight was cut short by the sounds of multiple sets of hooves hammering the ground but also by a very familiar scream.

"Cadence!" The pink alicorn corrected as she made her way inside.

"Right, my apologies...Cadence, found this letter. Orion apparently wrote it 67 years after our... unanticipated departure. It contains information of where he is located!" Twilight did not let her excitement drop out of her voice.

Celestia hummed, she brought a hoof to her chin as if remembering what kind-of stallion he was. "Yes, if I recall correctly, he is the type I would assume would wait for his friend in the same place."

"Auntie, we have told thee that we are not lovers, nor have we ever been, we are just friends." Twilight rolled her eyes but couldn’t help her cheeks from darkening a bit.

'Although... We must admit, he looks like he could hold his own in a snowball figh-'

Twilight shook her head violently, trying to clear her head of such thoughts. Meanwhile, unbeknownst to her, a few stars turned a fiery pink as to further tease her, before remembering their mistress was underground and couldn’t see them.

Clearing her throat, Twilight spoke again. "A-Anyways, we learnt that our trusty right-hoof stallion is currently in a small village called...'Appoolesa'?, 'Aploosa'?, 'Applelosa?"

Cadence and Celestia giggled at Twilight’s attempts to remember and pronounce the city’s name.

"Appleloosa" Cadence corrected. "Although I would hardly call it small, it has grown to be a pretty big town, even if it retains some old country-like customs."

"Yes, what cousin has said." Twilight looked at Celestia with pleading eyes. "Auntie, does thou happens to know the fastest route to Aple..Apploo...UGH! The Town?"

"Yes, but you are not going anywhere." Celestia took a sip from her tea that she had on the table. "I’m not allowing a filly to go in the Everfree."

"A Filly?!" The door suddenly opened, revealing six mares eavesdropping. They all fell down with a loud thump.

"Auntie, technically we are now a thousand years older-" Twilight tried to explain but was interrupted by Applejack.

"With all due respect Princess, ah don’t think Twalight here is a filly. She looks even older than us!"

"Art thou calling me old?! We art not a a Filly but we aren’t as old as thou!"

All the mares ignored Twilight’s comment, specially Celestia who needed some sort of sibling rivalry. It wasn’t SIBLING rivalry but close enough.

"My little star was only twenty two when she disappeared-" Celestia tried to explain but was cut off by Twilight with an accusatory tone.

"Tis High Treason! Thou cannot simply tell everypony our age! Tis High Treason we tell thee!”

"Wait...You’re twenty two?!" Sunset Shimmer asked, she was the first one to snap out of her confused state. "With all due respect Princess, I doubt 22 is still a filly."

"Actually we art a thousand and twenty-"

Celestia sighed, interrupting her niece. "Yes, she might not technically be a filly but compared to Luna and I, she is." Celestia untied her bun, took an old brush and started brushing Twilight’s mane.
"She looks like an older mare because she is very tall for her age due to her magical abilities, and because of her... Guard Training."

"That is what thou calls it now a days?" Twilight asked a bit confused.

"Why would a Princess need Guard Training?" Asked Cadence which caused Twilight to glance at her with an annoyed look.

"Because my dear cousin, we princesses used to get our hooves dirty INSTEAD of sending soldiers to die for us." She looked over to Celestia who had tied her mane into a bun...again. "We believe, dear auntie, that we art able to take care of ourselves perfectly inside the Everfree. Ponies may have forgotten us but we doubt that beast have forgotten who is in charge." She brought a hoof to her chest fur and polished it, then she pretended to admire it.

"No, I am NOT sending my niece to the Everfree ALONE... However, I will agree if you go with-" Celestia was cut off by a desperate Twilight.

"CADENZA! We shalt not take anypony else than our good cousin. She most likely has some fighting experience... Art we wrong?" She shot a menacing glance towards Cadence.

Cadence gulped and looked at Celestia with pleading eyes that clearly said 'No, please not THERE'. Celestia looked at Cadence and nodded.

"I’m afraid she doesn’t, you will be accompanied by my student and her friends. They will ensure you are safe."

"But-"

Celestia shook her head in a 'nope’ motion. Twilight sighed in defeat.

"Yes Auntie..."

"ALRIGHT!" Rainbow celebrated as she did a few flips. "I got my first royal mission!"

The rest were a little hesitant, especially Rarity and Fluttershy. Sunset was a little grumpy about it and Pinky didn’t really pay attention to what happened. Only Applejack was really taking it seriously.

"Thou must rest up and get prepared...We leave in an hour, if one of thee art not ready, we shalt depart without thee."

With that, Twilight left the room, plotting...


Captain Noctis Wing,
Canterlot Castle, Throne room,
Day and 12.5 hours into Eternal Night.


Noctis entered the Castle’s Throne room. It had really changed in only a few hours, the previously calm yet demanding aura it had, was turned into an imposing and terrifying one. The long walkway leading up to the dais was now dark and evil, only eliminated by green flames.

Noctis used his years of experience to prevent him from running away screaming. Approaching the dais, he could now see the hooves of his Empress, the rest of her body was hidden in the shadows.

He knelt down before her, his muzzle almost touching the ground, awaiting her command. Finally, her voice rang through the silent throne room.

"Captain, attend us."

Nightmare leapt from her throne, using her leathery wings to glide over Noctis and land behind him. Noctis quickly got to his hooves and hurried behind her alway keeping his stern face.

"As thou must have come to understand, our daughter seems to...have joined the party opposite to us. Tis of course, cannot be. We art aware of thy peculiar abilities to hunt down enemies."

Noctis stumbled for a moment, he didn’t like where the conversation was leading. He didn’t want to 'hunt down' their Crown Princess, nor hurt her in any manner. Stumbling back onto his feet he acted as if nothing had happened and waited for Nightmare Moon to continue.

"We require, that thou finds our daughter and bring her back unharmed in any way, ‘tis includes psychologically. We hope that thy personal team is enough for thy task?"

"Yes my Empress! We shalt do as thou commands." Noctis knelt again and grabbed the hoof Nightmare had extended out with his own, resting a feathery kiss upon it, signaling he had accepted his mission.

"Very well, gather thy men, our Captain, for thou shalt leave soon. We do not wish for her to escape, we last saw her in our old castle. We suggest searching around there."

Noctis bowed again and saluted before galloping out the room, preparing for his departure.


Twilight Capella Sparkle,
Star Council Head-Quarters, Entrance Room,
Day and 12.5 hours into Eternal Night,


Twilight was tip-toeing across most of the way to the Entrance, it was half an hour before they were to depart. She didn’t want to make their group too big and risk being seen by any Thestrals that were possibly looking for her.

She entered the room, it was filled with barrels and various supplies, there was also a doorway with a stairway behind it that led to the outside world.

She couldn’t help but smile, she had done it! No pony had seen her and she was free to go out. If it weren’t for one small detail...

"Where are you going without your ‘escorts'" Sunset Shimmer’s voice was clearly hinting at the fact that it was a rhetorical question.

"Sh!....Please Sunset" Twilight whispered loudly so only she could hear. "Do not inform anypony of our departure! We shalt reward thou afterwards we promise!"

Sunset hummed, she normally had the patience to play the game but after what had happened it very much lacked.

"Sorry princess, but as soon as you take the first step, I’ll run to get the girls and tell Princesses Celestia and Cadence." Sunset said with a stern voice. "Besides, friendship isn’t about rewards and material needs-"

"Good luck!" Twilight lit her horn before she could react and encased Sunset in a magic-suppressing crystal. She then did a small gesture, acting if she had taken off an invisible hat and tipped it towards Sunset. She then threw her hood on and galloped up the stairs.

It only took her about ten seconds with the help of her wings to get above ground. Her eyes took a moment to focus, she hadn’t been above ground in...a day...er night and a half and her eyes took their time to adjust from the orange light of the torches to the white light of her stars.

She took a moment to remember she had her stars back! She extended her spirit up towards the sky to check on them. Sure enough, like little children as soon as her spirit manifested in the heavens they all went running towards her.

Twilight smiled and extended her wings to catch as many foals as she could in a big group hug. The ones who didn’t make it into the bundle of stars went around and hugged her from behind. After a few seconds, they all let go. Well all except for Polaris who still hung onto her wing.

With a small giggle Twilight lifted her wings over her back and let Polaris jump onto it. Twilight smiled a her stars before walking with them, surveying the ground bellow.

"We art afraid we do not have much time, we must return very shortly to our physical form. But please do tell if thou have been having problems with the extended night."

The stars looked at each other and nodded 'no' pretty quickly. Twilight arched an eyebrow at them before, Capella, one of the oldest of the group spoke up.

"Yes Mistress-"

"Remember, just Twilight" Twilight patiently corrected

"Of course. Twilight, we have been growing a bit tired without being able to sleep so our lights will begin dimming."

Twilight’s facial expression became worried, she looked over to Polaris who was still on her back.

"How much time does thou think thou has Polaris?" She asked, not bothering to keep the worry out her voice.

"Hmm..." Polaris brought a tiny foal hoof to her chin, thinking. "Perhaps, four days to a week at most."

Twilight became panicked. Orion’s letter said her friends split up around Equestria, she wouldn’t have time to travel looking for them. She took a deep breath and let it out.

"That means that we must part and begin the search at once. Do not worry, we will be back shortly."

With a final goodbye and hundreds of little hooves waving goodbye, Twilight’s spirit began it’s quick descent to the ground.

It collided with her body and with a small gasp Twilight was back on the ground in-time to witness a group of Thestrals searching near the old capital’s ruins. Twilight quickly bagan to gallop southeast, using Polaris as a guide.

The forest became more and more dense, but that didn’t stop her. With a determination of a mother trying to save her children (the stars). She ducked and weave through branches and roots.

She looked up to see Thestrals flying on top of the tree line, likely trailing her. Their bat-like wings giving them the ability to catch more air than normal pegasi, they were flying with little effort. The armor they wore was the old kind, very dragon like and intimidating, a contrast to the Day-Guard. Twilight figured they were her mother’s, Nightmare-Sentinels.

Twilight was a good flyer, but her earth-pony stamina allowed her to fly longer distances than most. She made her decision.

Twilight suddenly lit her horn and stopped, catching the sentinels off guard and causing them to fly ahead. She then used her magic to enhance her wings and shoot upwards from beneath the tree line.

She flapped her wings as hard as possible, rocking the trees around violently. She rushed between the sentinels causing them to go off balance and wait to regroup. She scanned the forest for any sign of where the tree lime became so dense it was like a dome.

The experienced sentinel re grouped quickly and were gaining distance on her. Twilight’s magic was faltering, since that particular spell was very costly.

She found what she was looking for and dove towards the ground, clipping her wings on a few branches along the way. She barely landed on her hooves and it hurt...a lot... She let out a small whimper of pain before doing her best to gallop/limp inside. She found a good sized bush and hid behind it.

Twilight gathered as much magic as she could and casted a sound spell that imitated her hooves in a direction completely different to where she was going.

Suddenly, the five Thestrals dove through the tree line, but they actually managed to expertly land.

"Over there! Our Princess’ hooves sound!" A raspy voice called out from just in front her little bush of safety.

"Quick men, the sooner we bring her back safe the better!" Another one, clearly the leader spoke from in front them.

The Thestrals broke into a fierce gallop chasing after her spell. Twilight sighed in relief, she awkwardly got on her hooves and limped towards her goal of Appleloosa.

With each step, her body’s magic reserves kicked into action healing her small cuts and bruises. The pain lessened but she grew more tired as she went on.

She had asked a few ponies how long it took to get there on foot and they had told her that around half a day. She did the count, she had started of by galloping at full speed to try and loose the sentinels, then she had magically enhanced her wings and flew as fast as she could. She must’ve at least managed to cut a couple of hours off.

With each step the ground moss became more and more welcoming and seemed to grow more and more comfortable and cozy to walk on. Twilight shook her head, she knew it wasn’t true, she had to stay awake.

She had sent those sentinels on the wrong track to give herself a self start, she wasn’t going to waste it. She flared up her wings and started flapping them, it was no use, she had clipped them multiple times diving down. She started to gain speed though, her wings served as support and made her body lighter, making it easier to walk.


Twilight trotted for a couple of hours although it now felt more like days. The trees around started getting less and less dense until she found a small clearing with a small pond.

What caught Twilight’s attention was a small cottage to the side, it had been made with scrap wooden boards and on closer look looked more like a tree house. Twilight limped closer to the cottage, her eyes half closed. She made her way to a place between the floor of the house and the grass and collapsed there.

Her last moments of consciousness were a pair of hooves approaching her. A pony looked down and found her, it quickly asked if she was okay but all she could mutter out was.

"Do not...tell anypony...er...creature...'bout me..."

Then all around her became dark as she drifted into unconsciousness, her head falling on some conveniently placed moss and her wings dropping to her sides.

A New Friend

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Night Lilly,
Everfree Forest, Cottage/Tree house Home,
A Day and 14 hours into Eternal Night,


To say Lilly was stunned was an understatement. She had just been out getting some more ingredients to finish her mother’s soup special when she heard the sounds of metal hooves on the ground. She recognized them as the Nightmare Sentinels and hid, going through the opposite route to her house.

Only to find a pony dragging itself below her floor-board and falling in exhaustion. Lilly assumed it was the Nightmare Sentinel’s doing and quickly moved to help the pony.

Getting a closer look so she could see the pony, Lilly noticed she was a lavender unicorn mare.

'What hast thou done to upset the Empress so?

"Do not...tell anypony...er-creature...'bout me..." The weak mare said before falling unconscious.

Lilly was worried, she knew the Sentinels were ruthless but not that much. The mare had clipped wings, cuts and bruises, she was unconscious and... wait...

'Wings...Horn...Alicorn...'

Lilly took the opportunity to study the mare. She was definitely an alicorn with a stary mane and a six pointed star as a cutie mark, she wore an old style robe and a chest-plate. She was a taller stature than her and her wings faded into a dark blue at the tips.

Lilly began to panic, the mare fit the descriptions of their Princess, left to the Thestrals by their elders. She was pretty conflicted.

One one hoof, the elders had said that if Thestrals ever found the Princess they were to send her their way. On the other hoof, her Princess had told her not to inform anyone of her arrival.

She fell on her haunches, still thinking, she was a slow thinker and processor. Disobedience had gotten her exiled from her village to the Everfree, but her Princess’ command was more important second only to her Empress.

"Okay...Lilly, calm thyself... I know the PRINCESS IS LAYING BENEATH THY HOUSE BUT DO NOT PANIC!" Lilly told herself and ended up screaming. "Okay...okay...okay...just breath." She took a deep calming breath that would put the Love Princess’ 'technique' to shame. "Eeeee! But I can’t believe the Princess is here!"

A big goofy smile spread across her face, she did the best she could to lift Twilight. She got Twilight on her back with much effort but Twilight’s back legs still dragged on the floor.

Lilly hardly made it up the first flight of stairs. Her Tree house was made up with different platforms across three trees. They made it up to the first one, the living room, but still needed to walk up two more to get to her bedroom.

Lilly groaned.

'Why can’t anything be easy for me? Must I really have made three flights of stairs? Stars forgive me but. Why is the Princess so Night-Damn HEAVY?!'

She sighed, giving into her fate and started once again walking up the flights. Each step was a fight but Lilly was winning the war.

'Perhaps I could take thy chest plate off! Surely thou would be less heavy...no, surely that would be some sort of offense. HGN!' *step* 'Perhaps I could...No that’s just dumb. HGN!’ *step*

That cycle continued until Lilly was at her bedroom. She slowly walked inside, her legs hurt, her back hurt, her neck hurt, her wings had fallen asleep and everything was miserable for her.

Until she finally got to her bed. She placed the sleeping Twilight as slowly as possible on her bed. She took off her saddle bags and placed them next to the end of her bed. She left the chest plate alone, again not wanting to leave her highness 'naked'.

"Now, to start healing your wounds."

Lilly forgot all about the soup she was going to make and went to her little study to get the herbs needed to quickly heal Twilight’s wounds and also some wet towels to get her cleaned up.


Twilight Capella Sparkle,
Mindscape, Unknown
Time unknown,


Twilight’s eyes fluttered open, she blinked a few times to get her eyes adjusted to the brighter lighting of the field she was in.

She looked around searching for anyone who would tell her where she was, but of course she was alone. She looked up at her night sky. How long had she been asleep for?

Her mind started darting around trying to find any calculation that would tell her of the time, her internal clock wasn’t working for some reason.

Her mind was brought out of her thinking spree when a star in her sky blinked out. Then another faded away. Twilight looked up in utter horror as her stars all started fading for they were all like children to her.

A presence she recognized all too well appeared behind her. Twilight’s eyes teared up and her face turned pleading, she looked behind her.

"Mother?!" Twilight’s face changed to true happiness as her mother was standing behind her, smiling and in her familiar shorter and less intimidating form.

"Twilight, I’m so sorry... We can’t talk too much. I managed to break free from the chains in Nightmare Moon’s mind and come to you in dreams."

"Then this is a dream." Twilight sighed in relief and looked back at her stars. One by one they started re-appearing as her mind crafted the skies. "Don’t worry mother, I WILL save you from her. Though I must ask, can you do this with other ponies?"

"Yes perhaps I can, only if I know the dream signature so that Nightmare Moon doesn’t discover the affair. Why my little star?"

"Could you send a message to my friends that are further away in Equestria? We need to use the Elements to free you before the week’s end."

"Your friends...Yes perhaps I could but it would take a while send out the signals."

Around them the world began to fade. Twilight, realizing the dream was nearing it’s end, jumped and hugged Luna as if it were the last time.

"I love you mother."

"I love you mo-"

Luna couldn’t finish her line before the dream ended. And Twilight was brought back to a rather painful reality.


With an un-gracious groan, Twilight’s eyes fluttered open. Almost right away, the candle’s light hit her eyes and almost blinded her. She fell back in discomfort and brought a hoof to her close eyes to massage them.

It was then, her mind decided to catch up to her body and everything started aching, some of her wounds felt as if non-diluted alcohol had been dropped on them...Oh wait.

"Ow! Ow! Ow! Aaaaah it burns!"

Twilight squinted in pain and let herself drop pack down to the bed. Her clipped wings aching at the slightest touch. Twilight shook her head, if she was going to get to the bottom of what happened she would need to fight through the pain.

She got up in a flash, much to her body’s protests. She winced at her pain but lets her body grow accustomed to it. She took a deep intake of air and opened her eyes.

The lights almost blinded her again but she was expecting it that time and it had less of an effect. After blinking multiple times and squinting a bit, her eyes grew very much accustom.

She went to take a step but she found herself incredibly dizzy and her legs shaking. It didn’t take a detective to deduce it was better for her to sit back down on the bed.

The sounds of a door opening alerted her to the new pony. A white Thestral mare with a light pink mane and dark pink draconic eyes stumbled into view.

When Lilly saw the very awake Twilight staring at her with fear and attempting to get back up, she threw herself to the ground in a low bow.

"Y-Y...Thy royal highness! I am so sorry, I meant no offense!" Lilly muttered something underneath her breath un-catchable to Twilight. "My name is Night Lilly ,thy royal highness, I found thou?...thee?.. near our cottage and gave thee refuge. I followed thy command and did not tell any creature of thy presence. Please if thou will banish me at least allow me to pick a star! I like Polaris! Or...maybe Venus...Can you send people to the planets? Hm...maybe Mercury would be more cozy."

"Umm...Miss...Night was it?" Twilight tried to interrupt Lilly’s rant but it was basically impossible.

"But Mercury is too hot, Venus too but it would be less right?"

"Miss Night we shalt not banish thee for thy kindness." Twilight tried as calmly as possible despite her patience running low.

"Wait...Pardon? Thou won’t?" Lilly asked with disbelief.

"Now we shalt not punish thee in any way." Twilight said in a reassuring tone. "In fact, we art thankful! Without thee we surely would’ve ended up capture by mother." Twilight gave a sad smile and nodded. "Now, we art very sorry for inconveniencing thee and we shalt take our leave." She went to get up but she almost fell again.

"Your Highness!” Lilly hurried over to her side supporting her. "You mustn’t get up! You’re too weak!"

Lilly put her back to bed and handed her a bowl of food she had been carrying.

"Thank thee miss Night but we really must get going if we art to arrive in Appleloosa before...What is now the equivalent to sundown."

"Your Highness, Appleloosa is a few hours fly walk from here. I truly encourage you to reconsider and remain here until you are in condition to-" Lilly had forgotten to use the old dialect, something that Twilight noticed but didn’t mind.

"Yes Miss Night," Twilight intervened. "We understand that we art in no condition for a dangerous journey. Whoever, we do not wish to inconvenience thee any further. Once we art able to walk we shalt leave thee. Thou must understand we art in a great hurry and must travel across Equestria in a weeks time."

"Y-Yes of course your highness! I apologize for questioning you." Lilly bowed low trying to be as small as possible.

"Do not fret! Thou hast done nothing wrong." Twilight took the spoon with her magic and took a big sip from the soup. Her face lit up. "T-This is..."

"Is something wrong your highness?! D-Did I put in too many spices?" Lilly looked frantically at Twilight trying to see what was wrong, her keen eye not catching anything.

"Miss Night thy soup is incredible! We truly should have thou teach the royal cooks!"

"W-wait what?" Lilly looked shocked for a moment before beaming with excitement. "Oh! I’m so glad her highness liked it! It is my mother’s recipe, she is the real cook."

"Oh? Thy mother taught you? Then we must meet her someday. Does she live nearby?" Twilight started devouring her soup, she was as hungry as a dragon was greedy.

Lilly gave a sad sigh. "No I’m afraid not, she lives back in the Thestral-Lands to the south."

"Thestral-Lands? Last we remember, Thestrals lived in Equestria along with non-nocturnal ponies."

"Well your highness, when you and her highness Princess Lu- er I mean Empress Nightmare Moon disappeared, Thestrals were hunted down." Twilight’s face went from shock to indignation. "P-please do not get the wrong idea, Princess Celestia did her best to ensure our safety. She privately made refuges in the Equestrian border to keep us safe and they eventually became towns and then cities devoted to Thestrals."

"If we may ask, why does thou not live along side them?"

"I...uh...I disobeyed the Elders, they wanted to support Nightmare Moon but I remembered hearing storied of the kind and patient Princess Luna, a harsh contrast to her...I told them my opinions and they weren’t happy. They ended up banishing me."

Twilight gasped, processing the apparent cruelty of the Elders. She and Luna had spoken with the current Elders’ predecessors and they were kind, understanding and wise. Of course the had their darker side, but only when it was needed.

Twilight was also impressed at Lilly’s judgement and at how fair it seemed to be. She smiled and an idead came to mind.

"We apologize, we didn’t wish to rekindle any nasty memories. If it would make thee feel better, you art correct, Mother was cursed into becoming Nightmare Moon and the lunacy came along the curse." Twilight finished the last of her soup and levitated the bowl to a nearby table.

Lilly was going to say something before Twilight interrupted her. "We art going to Appleloosa to try and find one of the 'pieces' to freeing her and return harmony to the land. Unfortunately, the others art spread out across Equestria. Thou hast a noble heart and we’re right in thy judgement. Those art qualities deserving of respect and admiration even from Elders. We would be honored if thou were to join us and save the land and the stars.

Appleloosa

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Twilight Capella Sparkle,
Everfree Forest, Appleloosan Route,
A Day and Sixteen Hours into Eternal Night,


"Soooo...." Lilly broke the awkward silence the two of them had been walking in for a couple of hours. "Why are we heading to Appleloosa again? We are almost there."

Twilight, having her precious thinking silence broken, pushed away some branches with her telekinetic grip. She looked back at Lilly with a warm smile, well...as warm of a smile someone could muster while walking in the most dangerous forest while the world’s fate rested upon their shoulders.

"As thou wilt, hopefully, shortly see, we art going to reunite with the Beast Hunter Orion our right hoof stallion and-"

Twilight was interrupted by Lilly who eagerly shouted her response, causing Twilight to flinch and assume a defensive stance with her sword.

"ORION?! Like THE ACTUAL Orion?! The one from the legend of the council?!"

Twilight after realizing it was Lilly and that no one had heard her screams chuckled a bit and shook her head at her own silliness. "Indeed! We hast found a letter 'detailing' his whereabouts, he is housed in Appleloosa."

"A-And IM going to meet him?!" Lilly’s wings fluttered in anticipation, the leather creating a small wind current near their hooves.

Twilight pushed away another branch. The moonlight coming through the tree tops was now too dim. In response, she casted a light spell, lighting their path with a soft lavender hue.

Twilight hummed cheerily in response, she had to admit that she was excited to see him again in...well for her it felt like a month but for him, a month, a thousand years, a day and sixteen hours.

Twilight stumbled on her hooves but straightened herself before Lilly could notice. 'he left for that mission a month before our...untimely departure, plus a thousand years of ‘banishment' plus the day and roughly half that hast already past by...

The world around her blurted away, Lilly’s exiting re-calling of Orion’s exploits were involuntarily blocked out and her actions became secondary as she paid them no mind. Her previous smile turned into a sad frown as thoughts started pouring in.

A lot of time hast past...Will he even remember us?’ Twilight shook her head. ‘No that is extremely unlikely, he wouldn’t forget who he pledged allegiance to, especially to a friend. That being said...Would he be mad at us? A lot of time hast passed and maybe he assumed we left them alone...

Twilight didn’t notice the woods had begun clearing out, allowing the moonlight to illuminate the path so she kept her spell up. Her gaze was fixed unto her hooves and she subconsciously walked through the path that now led down a small cliff.

If she weren’t thinking about every single way their reunion could go wrong, Twilight would’ve recognized the cliff as the 'Everfree Breaker' The cliff that separated the lush green grass of the Everfree and the hot Appleloosan desert sand dunes.

Twilight and Lilly kept walking through a narrow path that led down the cliff. It was a dirt path, with only a few big stones being the only clue that it was once a proud stone path. The vegetation around them became rarer and rarer as they descended to the desert.

Cold sand began showing itself around halfway down the path, sending chills up both mare’s backs. Some small rocks also made it awkward to walk as one of them would often trip and stumble on one of them.

When they were nearing the bottom, Lilly spoke up, snapping Twilight out of her thoughts.

"Excuse me, Princess Twilight?"

“W-What?! Oh yes! What is it that’s troubling you Lilly? And again, call us Twilight."

"Ah yes of course Twilight! Anyways, I was wondering if when we got to Appleloosa, you might let me do the talking."

"Hmm...Is there something amiss about how we speak? Is my dialect no longer the standard for royalty?" Twilight raised an eyebrow, already expecting the response but aside from that, she just kept walking.

"Yes-N-No! I mean...Umm no offense Pri-...Twilight, but your dialect is no longer used not even by royalty, or at least not that I’ve read of. I just thought that maybe ponies might be confused or...might not understand it fully. I’m also aware with more common phrases!"

Twilight chuckled a bit. "Yes, We see thy point. Very astute! Then please, be the one to speak with them. Thought We must ask, and we expect an honest answer. How do royalty speak in the present day?"

"Twilight do you want me to be blunt or sprinkle some white lies?" Lilly asked in all seriousness.

They had now reached the bottom of the path and reached the Appleloosan desert completely. There were rocks from the cliffs above that denied them view of the city but they were quite close.

"Blunt. Absolutely honest." Twilight gave her a determined nod.

"Well...How do I start?"


After a long tirade, heavily filled with jabs at her dialect, Lilly had finally stopped. Twilight was left in self-evaluation and a bit slow. Then her mind finally caught up to the week’s events and she exploded with histeria.

"Hehe...Can th-you...hehe...Can you imagine the confusion We-I...hehe...Caused?!"

Lilly chuckled at that. "Yes, I can see that now." She cleared her throat before speaking again. "We’re almost there, if I remember correctly, Appleloosa should be right around the corne-"

She was interrupted by the sound of very loud engines nearby. Looking forward at where Appleloosa was supposed to be, they say a big dust cloud moving towards them.

Twilight looked at the wind that was lifting the sand and after a few moments looked up to see a massive airship almost on top of them. The airship was painted dark, with silver support beams, it had ‘fish-fins' to the side of what seamed to be the control quarters. The ship could easily have carried a few companies of soldiers on board and still would have enough space to fit good accommodations for each one.

Twilight’s jaw hit the sand, the moonlight of the 'Eternal' Night was allowing her to see most of the details almost perfectly. It had only a few lights coming from the control room, the rest was in the dark.

Twilight swallowed to try and hydrate her now dry throat. "Wh-What is it?" Her eyes lit up with curiosity.

Lilly brought a hoof to her shin and narrowed her slitted eyes at the ship. “S.S. Dark Pearl....Maybe a...commercial ship? Not really sure, the name sets off a few alarms. I haven’t seen or heard about it, maybe....a control flight?"

"No,No, We-err...I meant what is it?"

"Oh...Of course forgot the whole 'stuck in the Moon knows where for a thousand years', sorry."

“No need to apologize! Uh...one second."

Twilight lit her horn and a spherical shield appeared just in time to cover them both from the in-coming sand.

"There." Twilight said with a hint of pride. "Problem adverted though I do suggest that we remain put until it passes. I was never good with shields so I can only do the basics, can’t really move them."

Twilight sat down on the cold sand and Lilly did the same. Lilly then rummaged through her saddle-bags for something. After a little victorious 'Aha!' Lilly pulled out two gourds and handed one to Twilight.

"Here, I packed us some water since...you know...desert."

"Thank you Lilly. Anyways, you were telling me about...What that was."

"Oh right! They’re airships, they use magic to keep them afloat and those propellers you saw, well more like engines, help to move the ship. In addition, in that huge globe that’s on top of it has hot air, helping lift it up."

"Wow, you art really well studied!"

"When you are sent to exile from your home with the closest town being Appleloosa an actual hub for comercial aircrafts...you get a hold of various books. Besides I had to earn bits somehow to furnish my 'house' so I took a job as a shipyard worker sooo I know my stuff."

"Interesting...When you say shipyard worker you mean that you built aircraft or..." Twilight’s voice trailed off asking Lilly to continue her sentence.

"No...I just carried things from here to there. They really didn’t trust me with other jobs. Ponies are still paranoid about us Thestrals."

Twilight gave a sad, deafeated sigh. "I WAS trying to change that, before the incident but I see it has all gone to ruin."

The sand started to fall onto the shield, and the wind stopped hitting it. Twilight waited for a few more seconds before dispelling the shield. Sand fell all around them, causing Twilight to cast a spell to clean her coat and mane and Lilly to shake it off.

Now, Appleloosa was exposed to Twilight’s eyes. She admired all the little details it had to offer with wide-eyes.

The city was very alive, the streets were lit by lamps and the houses almost all had candles or lights on. To the west of the city, a train track laid on the desert sand, and a train was arriving. To the south was a big oasis with a river going to parts unknown.. the the east was a massive shipyard with at least fifty different vessels stocking up on supplies or being repaired. The town hall stood proudly in the middle, though the city was big, it was also incredibly south-western and the town hall was the only stone building in the whole city, the rest were wood.

Twilight’s heart started to beat faster than ever, one of her millennial-old friends was in there and nothing was stopping her.

She galloped at full speed towards the city, only barely hearing Lilly’s calls. Once she got into the outskirts, she had to slow down to be able to gallop through the sharp turns and to avoid hitting any-pony.

She was arriving near the center and the shops and houses seamed to get denser and denser. A shadow cast down from the sky met her head. And next thing she knew she was being slowed down by a very annoyed, very tired Lilly.

She spoke between pants. "Twi-Twilight...D-Don’t do that. We-We don’t want to-to..." She paused and took a big long breath. "Ah...much better. Like I was saying, we don’t want to attract too much attention. We want to appear and disappear almost immediately...okay?"

"'Okay'? What is that word? I’ve heard it several times now and-"

"I’m sorry for interrupting you but please focus."

"Alright. I shall have more caution and stay by your side."

"Great, now...Ah yes." She looked over at an earth-pony stallion walking unbothered through the street. "Excuse me sir, but could you please tell us if you know somepony named Orion?"

The earth-pony stallion looked at Lilly with a warm smile. "Oh howdy y’all! I don’ know why you’r searching for that guy but he lives in a small house near the outskirts-" The earth-pony’s eyes widened and his smile faltered. Then his eyes narrowed and his previous smile became a scowl. "THESTRALS!" He shouted at the too of his lungs.

Immediately, all the ponies around turned to stare at Lily and Twilight. The shared a look of worry and fear and no words were exchanged, they just nodded and flew away.

They flew slowly at first, conserving energy just in case. And that would prove to be a wise decision as they heard another shout behind them.

"GET ‘EM!"

The two mares turned back to find a medium sized 'flock' of pegasi flying towards them.

15 pegasi, 3 look highly trained, 4 only medium trained and the rest...amateurs.

Twilight looked at Lilly with a serious face and spoke with a commanding tone. "Split up, We’ll loose them and meet back at the outskirts from where we entered from."

"Yes ma’am!"

Twilight and Lilly flapped their wings hard, propelling them forward at great speeds. Twilight took of towards the east of the city and shipyard. Twilight looked back again, luckily she got the majority on her side and away from Lilly.

9, no time to analyze just loose them.

She dove into the roads, this time however she managed to lift herself up in time and avoided getting hurt. She spread out her wings to glide, only flapping once or twice when necessary.

She looked back again.

8? Where did the other one-?

A shadow showed itself above her, the moonlight was bright enough to notice it. Twilight noticed it was growing, meaning that whatever it was, it was going to slam into her.

In a matter of seconds, Twilight remembered a cheap tactic one of her friends, Aries, always used. She lifted her body upwards and flapped sending her back. She then flapped again but that time upwards propelling her downward, dodging the group behind her.

The pegasus that wanted to slam her didn’t have time to react or slow down and instead slammed into the wall. The group passed her and only one pegasus seamed to notice, he alerted the others with a shout and they turned around, loosing most of their inertia.

Twilight meanwhile stabilized her self and kept on flying at full speed through the road in the direction from whence she came. All the work re-opened one of her wounds not yet fully healed near the side of her back. Twilight still could fly normally albeit in a lot more pain.

Twilight looked back again.

7, one of them must’ve stayed behind to assist the his ally.

Twilight made a sharp turn into an alleyway. As expected, the pegasi followed suit and got in a line as to not hit each other. She only heard the sound of an amateur hitting a wall and falling out of control and hitting the floor.

The alley-way went into a dead end but Twilight was counting on that. She positioned herself to let only a few of her new entourage see the wall. Then, she flapped up at the last possible second exiting through the top of the alley. She heard three more pegasi hit the wall before getting out of earshot. She focused her sight to try and find Lilly but it was in vain.

Then she heard another pegasi shouting.

"UP THERE!"

Keep flying and loose them in the shipyard

Twilight took of again towards the east. Dodging and weaving around any pegasi that WASN’T chasing her. She even did a barrel roll to avoid one.

Heh, I’m getting a lot better at flying. Then I guess I should try using my instincts on other stuff

Twilight arrived at the shipyard in about three minutes, she could hear the flap in the pegasi’s wings begin to slow. She had her earth-pony endurance to thank for that. She dove and passed between one of the aircraft’s globe and the aircraft itself, taking the opportunity to examine it.

She emerged the other side and immediately flapped as hard a possible to get away, fighting the pain that came with it and heading northwest to the outskirts of the city. She looked back to confirm that in fact she had lost them.


After having found Lilly again, they strode into the small community of houses, the smallest was up a hill and pretty isolated.

Twilight took a shaky breath. Oh how she hopped that the second pony they had asked directions to was right.

The walked up the tiny plaza and up the hill. Twilight was sweating like crazy from the nerves. She took another weak breath in a futile attempt to comfort herself.

Well... I might as well just have him yell, acuse and everything else right bow then later...

Twilight gulped and lifted her hoof up to the door. Out of the corner of her eye she could see Lilly shifting and backing away, giving her space.

Twilight switched her resolve a max and got the strength to knock. She waited for what felt like an eternity until the door was opened all at once revealing the big mass of stallion the was Orion.

Undying Loyalty

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"T-Twily?" A tall muscled unicorn stallion stood, frozen outside his own house. The moonlight barely being enough to shine some light on his dark blue coat and purple lion-like mane. His face was one of disbelief. "That really you?"

Twilight flashed him a nervous smile before nodding. Lilly also scooted away.

And just like that, the dam broke. His already shiny pink eyes reflect more moonlight as his eyes started watering. He let out a breath he had been holding and jumped her, grabbing her in a tight bear-hug. He didn’t attempt to hide his sobs as he buried his muzzle in her shoulders.

Twilight patted him on the the back, seeing her friend cry made her eyes water.

"Shh...All is well I am here..." She reassured him. While technically not all was well, the world was still stuck on Eternal night.

I took Orion a while to calm down, his tears made a small puddle under them. Twilight used her wings to hug him and a hoof to wipe away his tears.

"W-Where..." Orion pulled a small handkerchief from a pocket on his jacket and blew his nose...very loudly. "Sorry." He cleared his throat. "Twily, how are you? Where were you all this time?"

"Well, I was basically imprisoned by the Elements all this time." She pulled away from the hug and gave him a reassuring smile. "I’m fine. But, I would like to know how you’ve been fairing."

"Don’t you worry about me Twi. I-I’ve been fine, waiting for you to return as my letter said...Still can’t believe you found me!" He chocked back another sob and grabbed her again. His huge hooves practically crushed her...again...

"Of course! I couldn’t leave my trusty right hoof behind! You would never leave me." Orion again let her go so Twilight could breath again. The cold temperatures bow became much more apparent as she shivered.

"Oh yes! Sorry I forgot how cold it could get during night-time."

Orion got up and opened his door with his magic. She held it opened for Twilight and was about to close it behind him when he caught Lilly in his peripheral vision. He stumbled but regained his bearings. He re-opened the door smiling at the Thestral and held it open for her.

Lilly went in, staring in thought at Orion who stared back. She could barely contain the excitement at meeting her hero and there was a small skip in her steps.

When Twilight saw Lilly enter she remembered not having introduced them to each other.

"Oh my! I’m so sorry I’ve forgotten introduce you. Ahem! Lilly, may I present Orion the beast hunter, right hoof stallion to the Third Princess of Equestria, Protector of Equestria, Winner of certain mare’s-" Twilight winked at Lilly as a smirk played on her face. "- hearts and all those tittles."

To that, Lilly blushed a bit but otherwise ignored Twilight.

"And Orion, allow me to introduce, Night Lilly, savior of the Third Princess of Equestria, professional herbalist-"

"Well I wouldn’t say...professional..." Lilly interrupted Twilight. Just when Twilight was about to speak she interrupted again. "Could you...Keep my introduction short? I don’t really have any tittles."

Twilight huffed. "Fine..." She also mumbled underneath her breath 'Even if I love to use them' She cleared her throat and spoke again. "Orion, allow me to introduce Night Lilly."

Orion nodded with a smile. "It’s a pleasure to my your acquaintance Miss Night Lilly."

"I-um...The pleasure is all mine-!"

"You don’t say?" Twilight chuckled.

"Hey!" Lilly protested then cleared her throat. "And you can just call me Lilly."

"Likewise." Orion agreed the turned to face Twilight. "Soo...I guess we need to address the elephant in the room."

Twilight looked around the living room searching for the elephant or at least a small statue. "Umm...I don’t see it."

Lilly and Orion both face-hoofed. Orion let out a groan and Lilly just took a deep breath to give herself patience. "Twilight, 'the elephant in the room' is one of those phrases we talked about."

"Really? Pray tell Orion what did you mean?” Twilight raised an eyebrow at him.

"I meant, that we need to address the obvious issue." He pointed at a nearby window. "I don’t think you could explain why the moon hasn’t lowered for almost two straight days?"

Twilight sighed, it was a tired and sad sigh. "Yes, yes I can." She took a deep breath and exhaled slowly. "What did Auntie tell you after you got back from you trip?"

"Well, she told me about the shaman she and Princess Luna fought, and the curse, apparently it found a way to complete itself and turned her into a wicked mare." He took a sharp intake of air. "She told me you had disappeared after the battle and was unable to give me more information."

"Well that is true, it at least spares me an explanation. Anyways, after a thousand years I woke in Canterlot, I waited until I could access my full power and used the stars to break the harmony chains on mother. She was brought back to Equus but she was still wicked and I and Auntie’s protégé failed to stop her. We hid in the head-quarters and mother hasn’t lowered the moon since."

Orion blinked a couple of times.
"Huh, and I guess you need my help to save Equestria....again?"

Twilight winced slightly. "I’m sorry Orion, I really don’t want to impose such burden upon you but-"

"Twi, don’t you dare apologize! I swore allegiance to you! So I will ALWAYS stand by your side no matter what you do! Because not only are you my Princess but my friend."

After his cheesy speech, Orion’s already stary eyes twinkled even more, a spark also lit up in Twilight’s eyes. All of the sudden, a hexagonal sapphire appeared before him.

"The Element of Loyalty! Fit for you, don’t you think?" Twilight mused, her spirit was lifted at the sight and she started to resemble her previous personality.

The sapphire then started glowing and moving but not towards Orion, instead towards a small drawer to a side of the room. Twilight looked at it with wonder before turning to Orion with a quizzical look. Orion shrugged and carefully approached the drawer. He lit his horn and opened it, immediately the sapphire went in and a blinding white light caused everyone in the room cover their eyes with a hoof.

After the light died down Orion stared at the opened drawer with a smile. His big body covered it so Twilight took flight and motioned for Lilly to do the same. They flew and took positions to look over Orion’s shoulders.

In the drawer, was a golden chest piece almost identical to the one Twilight was wearing, the difference was that Orion’s had silver plates that covered the neck of the user. The sapphire incrusted itself into the chest piece near the middle.

Orion levitated the chest piece to his eye level inspecting it. He took a deep breath and blew the dust off causing Twilight and Lilly to cough and use their wings to blow away the dust. Orion then pulled out his handkerchief and polished the chest piece.

He then levitated something that was in a dark corner, causing both Twilight and Lilly to look over. When the moonlight that entered through the window hit it, they noticed it was a bow and quiver filled with arrows.

Orion donned the chest piece and adjusted his quiver behind his back and did the same with his bow.

"Say no more Princess!" He saluted at Twilight who rolled her eyes and nodded.

"We have to be quick, we still need to find the others...and head to Headquarters to make sure Auntie doesn’t worry her mind off...and also apologize for freezing Sunset..." Twilight said sheepishly.

"Who’s Sunset?" Both Orion and Lilly asked causing the both to look at each other.

"Auntie’s protégé apparently, she tried to stop me from coming into the Everfree as soon as possible so I froze her." Twilight shrugged as if nothing.

...

"Why art you looking at me like so?"

"No reason." Orión made his way towards the door and opened it."We better be going if we’re going to catch 'Le Voyageur'” He motioned to the door with his head.

"The what now?" Lilly asked.

"'Le Voyageur' if I remember correctly it means 'The Traveler' in prench." Twilight tapped her chin with a hoof.

"Correct. It’s a prench commercial aircraft, apparently it’ll depart towards Canterlot today and it’ll pass above the Everfree forest." Orion stated.

"How do you know?" Twilight asked.

"I might be ageless but I still need food, and bits to by set food, so I work at the administrative offices for the shipyard." Orion said as a matter of factly.

"Don’t get smart with me!" Twilight warned. "Why do we need to go on an aircraft? Can’t we fly through the Everfree?"

"Aircraft are currently the fastest wat to travel, it only takes them a few minutes to get to their full speed, this commercial aircraft should only take about...an hour to get to Canterlot meaning just above 30 minutes to Everfree City."

"Okay, I get your point. How art we getting on? Ponies didn’t react positively to us..."

"We could always fly and break-in!" Lilly broke into the conversation. "Twilight can levitate you behind us while we fly and intercept the ship."

"Great idea Lilly! Come on." Twilight grabbed Orion in her magic, earning a small protest from him. She the unfurled her wings and Lilly did the same. "Lilly, lead the way."

With powerful wing flaps the took off gaining a lot of altitude before hovering in the air for a few seconds. Once they were both ready, they glided in circles looking for the airship. The stayed like that a couple of minutes, flapping occasionally to gain altitude until-

"There! Twily at you six!" Orion yelled and pointed a hoof at a mass lifting itself from the ground.

"Understood! Lilly?" Twilight asked as she redirected herself towards the target.

"Ready!" Lilly nodded.

"Orion...I apologize. Hold onto thy stomach!" Twilight yelled as she plunged down to the aircraft.

Lilly followed suit, only a bit behind but her Thestral wings were able to catch up. They flapped furiously hopping to catch it before it got to max speed.

Poor Orion was screaming like a mad man as he was being pulled by Twilight’s telekinetic grab.

Lilly and Twilight turned a bit towards the direction of the Everfree anticipating some movement.

The wind blew their manes back as the reached speeds so incredibles they would make Rainbow shed liquid pride.

Suddenly, Twilight heard a voice that sounded like Lilly’s behind her.

"Can’t...this!...too....-ary!"

Twilight looked back in time to find Lilly had already turned upwards using the momentum to lift up. The glow around Twilight’s horn intensified a little when she grabbed Lilly in her telekinetic grab along with the still screaming Orion.

When she looked back in front of her, the airship was at her level maybe a little higher.

'It’s now or never!'

She flared out her wings catching a lot of wind, lifting her up. She glided at an angle that she caught up with the airship in no time. She aimed at the backside of the ship behind some boxes and flapped.

She stopped enough for her momentum to only skid when she hit the floor...But she missed. Instead on landing behind the boxes, she crashed into them. Her horn fizzled as her concentration broke. The two she had been continued they’re path without being able to stop and they too crashed into the boxes.

"Owee..." Lilly groaned.

"Ow! Ow! OOOoOoOooW! Sheesh Twi you need to AIM!" Orion shifted from his position but with every move, he winced from the pain.

"Oh shush! I did aim...just...a wind caught my right wing..." Twilight struggled to her feet and looked around, Lilly was laid above the crates and boxes but Orion had rolled at the wrong moment and ended up becoming a bowling ball, in the end he ended up upside down, his back to the wall of the cabin.

'The cabin crew! They must’ve heard the ruckus! They’ll be here any minute.'

Suddenly the sound of hooves coming answered Twilight’s suspicions. She grabbed both Lilly and Orion and teleported them to the cabin’s roof with small lavender pops. Then she very carefully flew up to join them.

She was greeted by a nauseated Lilly and a disoriented Orion.

"Stop...playing with...my stomach." Lilly grabbed her belly ready to throw up.

Twilight gestured a 'shh’ with her wing. Orion shook his head trying to shake away the daze. After that he and Twilight peeked of the ledge careful not to be seen, then were soon joined by a semi-recovered Lilly.

Down near the crates were a couple of ponies, three unicorns, two earth ponies and a Thestral all wearing black uniforms, the Thestral’s was slightly different with golden shoulder pats. All three of them looked at each other in confusion, Orion leaned in between them and whispered.

"I thought that they didn’t take kindly to Thestrals. Um...No offense Lilly."

"Nome taken" Lilly whispered back.

They looked back and this time they focused their ears to the six ponies below.

"Hey you!" The Thestral flared up her leather like wings and pointed a hoof at the unicorns. Her voice was raspy and strong, almost military-like. "Get these crates back in order! And take inventory too. I want to know if any crates are unaccounted for! Then you take them underground." Then she turned to the two earth ponies. "You! Go underground and check on the prisoners, make sure you find who’s responsible. Though I doubt those rich folk would raise a hoof against us."

"Yes ma’am!" Both groups answered at the same time and saluting before running of to fulfill their orders.

Twilight looked back at her two companions. She shared a look with Orion while Lilly stared in confusion. After a while they looked back at Lilly with a mischievous look.

Orion’s horn started to glow light blue and it surrounded his bow, levitating it off his back. He aimed his bow at the unicorns without taking an arrow from his quiver. His horn glowed brighter as a blue arrow made out of light materialized between the bow and it’s string ready to be fired.

Orion’s eyes narrowed at his targets, they too glowed light blue for a moment before turning back to their normal silver.

Twilight lifted a hoof to signal him to wait. She looked around and found a guard coming their way. With her wings she motioned at Lilly and then at the guard.

Lilly paled when she realized what they wanted. She sat on her flank and lifted her hooves up in defense before shaking her head violently in a 'no’ motion. Her ears folded back and she looked down. She wasn’t comfortable with hurting other ponies, not even if they were the enemy.

Twilight walked up to her and placed a hoof on her shoulder smiling warmly and nodding. Then her face turned harsh again as she turned towards the incoming guard.

'Earth Pony...average body type, so a very slim chance of him spotting us. Average walk meaning he’s either tired or new, either wat it benefits us and gives us an advantage.

Her train of thought was interrupted by a slight tapping of hooves coming from Orion asking for permition to shoot.

Twilight raised her hoof again, stopping him. The guard was now nearing the rest of the unicorns. She turned back around to Orion and mouthed 'add him'. Orion’s horn glowed brighter for a moment before the enchantment was enhanced. The guard was now passing next to the unicorns. Twilight let her hoof down signaling Orion to open fire.

Orion released his hold on the arrow, and it flew through the air at incredible speeds, following his gaze. The arrow hit the deck between the ponies gaining their attention. Suddenly, the arrow split into four, all targeting individual ponies.

The first two hit the closest unicorns, making them fall unconscious with a 'thud' the other unicorn tried grabbing a crate and shielding himself with it but the arrow just suddenly changed directions hitting the unicorn where it hurts and he too fell unconscious.

The guard realized what was going and dodged to the side, the he rolled forward dodging when it came back. This continued for a few times before the enchantment ran out of power. Unluckily for the guard, Orion had already prepared a stunning arrow and had shot it. The arrow was no bigger than a blow-dart and it hit the guard right on the neck paralyzing him and making him fall.

Twilight was the first to leap off, using her wings to glide and turn her descent into an intimidating maneuver. She landed and stood at her full height above the guard. She lifted him up with her magic so they met at eye level.

Behind her landed Orion and Lilly although Orion’s was more graceful than Lilly’s since she was just trying, and failing, to copy Twilight which made Orion snicker.

"Tell us dear guard. Where doest this cargo go?" Twilight was glaring at him which made him gulp before answering.

"We’re taking it to her Majesty...Umm...Well more like to Commander Nocte Wing..."

"And why art thou transporting them in a FOREIGN, CIVILIAN, Aircraft?"

"We...ummm...captured it?..." The stallion squeaked and shrunk to the best of his abilities seeing as he was still paralyzed.

"And whom might be in charge?"

"Captain Rest..."

"Very well. Orion? Would thou be so kind as to do the honor?" She asked turning back to see Orion had already charged up his bow and was already aiming.

"Yes, I would love to." With that, he released the arrow and the guard fell unconscious.

Twilight pointed at Lilly and Orion then at the unicorns. "Orion and I will use their uniforms. Lilly? You’ll use the guard armor, you’ll be safer and less suspicious if a Thestral."

"Okay...But I won’t have to..." Lilly asked in a concerned tone.

"You shouldn’t have to, but you’ll never know, that’s why you’ll be 'guarding' me and Orion." Twilight nodded taking off the unicorn mare’s vest.

"Ahh...I get it now...We’re going undercover?" Lilly asked taking off the guard’s saddle.

"Yes, but we must hurry, we only have around twenty five minutes to find and save these ‘prisoners'." Twilight nodded and put on the vest and jacket, hiding her wings. "Hide the unicorns behind the cabin, that should buy us some time."

Twilight finished putting on the uniform and started levitating the sleeping stallions. Orion too levitated a couple and Lilly was struggling with a stallion on her back.

"Hey Lilly, let me help you with that one." Orion said as he levitated the sleeping stallion off Lilly’s back.

"Thanks!" Lilly gave him a warm smile. She trotted next to them never drooping her smile, always alert in case she heard somepony coming.

They put down the sleeping bodies 'gently' behind the cabin, where no pony would normally go if not on patrol. Then Twilight enforced Orion’s sleeping enchantment. Then they all fixed the crates to the ship with some conveniently placed rope.

When all that was done they walked around deck looking for the stairs down to the ship’s 'entre pont’. They found it rather quickly, next to the stairs was a sign:

1st Floor: Economy Class
2nd Floor: Business Class
3rd Floor: Noble Suites
4th Floor: Employee Rooms
5th Floor: Kitchen, Boiler Room, Armory
6th Floor: Storage

Orion turned to Lilly and Twilight. "So, where too?"

"Well..." Twilight started. "They won’t be in the Noble Suites or in the other two classes since they must at least have a basic level of comfort. They would probably be in the Storage or Armory, maybe both." She turned to look at Orion looking for confirmation and he simply nodded.

They walked down the stairs, they crossed a few guards but they just acted as if they were supposed to be there. They soon arrived at the sixth floor of the aircraft. There was a short hallway with a door that said 'storage' on top, next to it, were two Thestral guards. Twilight took the lead and spoke in a commanding tone to one of the guards.

"Clear the area."

The guards looked at each other for a moment but didn’t budge. One of them turned to them and asked. "You are not one to give us orders sun pony."

"We got DIRECT orders from Captain Rest, she wishes this area to be cleared immediately." Twilight stomped a hoof on the ground creating a slight crack on the wooden floor.

"Why would she have us leave the area unguarded?"

"Listen, If you wish to argue, take your complaints to her. Although...She’ll be furious to know you doubted her... And you don’t want that, do you?" Twilight’s low tone made the threat sound even more real.

The Thestral stallion gulped and nodded to his companion. He made a quick salute and entered the room. He stayed inside for a brief moment and then him and another fifteen guards walked out of the room. They started up the stairs and Twilight waited until the were out of earshot.

"Very well, Orion, stand guard. When the so called Captain Rest notices we need to be out so give us a signal. Lilly, come with me. We need to free as many of these prench ponies."

"Aye aye Captain!" Lilly joked and saluted, Orion said nothing but saluted none the less.

Twilight took a deep breath and signaled to Lilly to cover her ears. She blasted the door open and shouted in The Royal Canterlot Voice:

"Prench citizens! Dost not fear. We art here to set the free!"

The prench ponies looked around at each other until finally some pony decided to translate and there was a universal sigh of relief.

Meanwhile, Twilight counted all the prench citizens, there were 500 in total, 147 were pegasi, 163 were earth ponies and the rest unicorns. If the pegasi could carry twice their weight on average, they could evacuate 294 out of the 500 ponies. She turned to shout back to Orion.

"Orion! Get ready and grab as many ponies as possible, Lilly, grab Orion and fly down with him!"
She turned back to the croud.

"Pegasi! Grab pony who can’t fly and aide them to the ground. Then, if thou can, return and aide another."

By that point, Orion had stepped in. Twilight grabbed the door and placed it back were it was supposed to be, then she used her magic to melt the metal around it and to cool it enough for it to stay put. She then used her magic to blast a hole on the wall to allow ponies to get out.

Suddenly a large gush of wind erupted from the opened wall causing the airship to slow down significantly. The wind also blew various ponies back, except for the strongest unicorns, pegasi and earth-ponies. They took a while to rearrange themselves and then the pegasi began carrying the passengers out.

When most of the weakest earth ponies and unicorns were gone, Twilight once again began shooting holes in the wall, the wind slowing the airship even more so some pegasi could return.

She nodded to Lilly and Orion on her struggling back, then stopped them with a hoof before they could take off.

"Apologies Lilly, I didn’t realize you couldn’t carry so much weight. Carry only the ponies you can, to prevent any...incidents."

A slightly panting Lilly responded. "Y-yes...Your Highness!"

"Just Twilight!" Twilight said in a commanding tone.

Lilly gave a slight smirk "Of course Highness Princess Twilight."

Twilight groaned in frustration and turned to Orion. "We don’t have time for this! Hop on my back and levitate as many as possible."

"Yes Twi!" He gave a quick salute before carefully getting on her back, something that was made difficult considering he was bigger than her.

"Off! Sweet Sun, Moon and Stars! Loose some weight!" Twilight protested.

"Hey! I ain’t THAT heavy. Besiiiides it’s all muscle!" He retorted.

"You wish! I’ll show you what it means to be made out of muscle!"

Twilight suddenly unfurled her wings and stood to full height. She lit her horn and a pinkish aura surrounded most of the remaining passengers. Orion did the same and a light blue aura surrounded the passengers that Twilight had left him. Lilly also grabbed two remaining foals and prepared to take off.

With powerful flaps they took off with the passengers floating behind them. She heard some 'wee's and 'OoOoH!'s behind then and the occasional ‘I’m going to me siiiick'...mostly coming from Orion.

They glided around for a while until they found the telltale sing of unicorn magic bellow. Twilight sped up their descent aiming towards the light under the tree tops. She stopped just before hitting the branches and carefully set down the ponies. She waited until Orion had done the same before levitating him off her back and safely down until he was about a foot above the ground. Then she dropped him without warning.

"Doest anypony speak Equuish?" Twilight asked to the crowd. They fell silent and looked around, some in confusion and others looking as if they were searching for someone. Eventually, a white unicorn stallion with a fiery red and orange mane stepped forward.

“I do, your Highness." He had a deep voice and a slight prench accent. "And if I may, I would like to thank you for saving us from those un-civilized pirates." He knelt down and took one of her hooves into his own and laid a feathered kiss on it. "And for that you have our eternal gratitude."

Twilight nodded in appreciation, not noticing the death-glare Orion was giving the unicorn. She carefully lifted her hoof and placed it down on the ground. "Thank thee...mister..."

“Glimmering Light, your Highness.” He responded.

"Mister Glimmering Light. Our prench isn’t the...best so we were hoping thou would be willing to translate." She turned to the silent crowd. "We art putting Mister Radiant Light in charge of thy group. You art to follow him North until thou find the ruins of an ancient city. Nearing the city-center there is a mostly intact fountain depicting two alicorns, to it’s right is a mostly destroyed building with a hidden entrance, descend the stairs and there thou wilt find a pony settlement were thou can take refuge.

Our entourage shalt make haste as we have some business that can not and wilt not wait, so thou wilt not have us to guide thee."

After Glimmering Light finished the translation, the prench ponies erupted in cheers before getting shushed by Twilight and the others before they got caught. Twilight smiled and waved goodbye with her wing. She turned over to a smiling Lilly and opened her wings, Lilly did the same and Orion braced himself to 'fly' back.

The Dreams of a Mourning Princess

View Online


Twilight Capella Sparkle,
Council HQ,
Day and twenty hours into Eternal Night


Twilight sneaked into the Head Quarters, something that was made more difficult when her companions were either motion sick or extremely excited to enter. Nevertheless, she managed to enter through the main entrances without anyone finding out. She wasn't trying to avoid her aunt, her aunt's student, her aunt's student's friends and her cousin, she just didn't want to get lectured for leaving them behind.

Twilight looked back at her friends and helped Orion down the rest of the steps while Lilly was gawking at...the walls. Twilight let out a tired groan and turned back to the hallway that led to the bedrooms, then she stopped in her tracks looking at the entrance.

There standing with a very disappointed frown was her aunt, Celestia, and next to her was a very pissed off Sunset Shimmer. She looked back at her two companions and chuckled nervously. They came up to her side and from there things went south. Orion bowed respectfully at Princess Celestia but otherwise did not say or do anything. Lilly on the other hoof just stared at her not even bothering to nod her head causing Orion to nudge her and Sunset to glare. Twilight sighed and looked back to her aunt and friend.

"Auntie, Sunset." She addressed them politely. "May I present my two companions, Orion and-"

"Bow to Princess Celestia." Sunset said as she turned to glare at Lilly. ''She lifts the sun every day and is the most powerful pony there is so you WILL show respect." Sunset lit her horn with magic.

Lilly just raised an eyebrow and Orion got up, not turning his gaze from Sunset, his face was serious a big difference from his care free persona. Twilight and Celestia looked at each other with concern. Celestia turned to her student and put a hoof on her shoulder.

"Give it a rest Sunset-"

"But-!"

"LEAVE. IT. SUNSET SHIMMER." Celestia scolded, Sunset slowly nodded her head and looked at the ground even though the tension still remained in the room.

"-and this is Night Lilly. She saved me from some Thestral Scouts in the forest." Twilight continued her earlier introduction. Celestia nodded and turned to her two companions.

"Yes it's a pleasure to meet you Miss Night, you too Orion."

"Likewise Auntie Celly." He smirked at her and she stared blankly at him.

"And here I thought you had lost your sense of humor. But we're getting off track." Her face turned serious again and she looked at Twilight who flinched slightly. Seeing this, Lilly placed herself slightly in the middle of both of them ready to intercept any attack done by Celestia.

"Yes Auntie? What seems to be the problem?'' Twilight asked in faux innocence. She also stepped in front of Lilly so that they would be facing each other without somepony in the middle. She looked at Orion and used her eyes to discretely motion towards Lilly. Orion nodded slightly and did the same Lilly did to them to her.

"You did not only go against my wishes and leave ALONE you also froze-''

"Crystalized" Twilight corrected.

"-Crystalized my protege!" Celestia finished and pointed at Sunset who flinched. Twilight turned to Sunset and shot her a glare that basically screamed 'snitch'. She then turned to Celestia again and explained.

"I apologize for that, but I needed to reach Aploosa-"

"Appleloosa" It was Celestia who interrupted this time.

"-Appleloosa as soon as possible! Auntie, if I don't hurry, my stars will dim and eventually die in a week! I have a WEEK to re-awaken the Elements of Harmony and bring mother back to lower the moon and make way for the day!"

"No pressure...." Sunset mumbled under her breath, earning another glare from Orion.

Celestia was taken aback by Twilight's declaration and sighed sadly, suddenly her façade fell and her mood became depressed. Twilight caught this and flinched.

'That is never good...'

She turned to Sunset with a concerned face. "Sunset, would you mind stepping out of the room?''

"Sure Princess..."

After Sunset left the room Twilight added a sound-proof spell around the room to avoid any eavesdropping, not that she distrusted Sunset, she just didn't trust the other nobles that took up residence in her Head-Quarters. She took in a deep breath, readying herself for the bad news.

"Auntie, what happened?"

Celestia took her time to regain her voice and to collect her thoughts thinking how to put it. "Twilight...Have you looked at the stars recently?''

Twilight's mind went into overdrive, without letting Celestia continue, she lit up her horn and expanded her conscious out of her body and towards the sky. HE body materialized in a midnight blue void. Little foals and fillies also materialized almost immediately. Two older foals, a colt and a filly came running towards her with distressed frowns.

"Mistress!" They called out to her. The rest of the star children went and hugged her. When they pulled apart, Twilight spoke up.

"Capella, North Star, please tell me what's wrong... What stars are unaccounted for?" Cappella and North Star Looked at each other before Cappella cleared her throat and looking timidly up a Twilight.

"...The entirety of the Leo Guild..." She squeaked.

"WHAT?!...H-H-How?!...When?..." Twilight's eyes started filling with tears and their tracks stained her lavender coat. She fell to the 'floor'. All of the star children began running to her side and hugging her comforting her. "Leo..." She croaked out. They stayed like that for a while until Twilight could catch her voice, she turned to Cappella again and asked. "...How?"

"We...We don't know...But we have theories! You see Mistress, apparently, before Sir Starswirl the Bearded disappeared into limbo, he found a way to actually hurt star beasts with a magical artifact. Since star beasts are made from stars as well as the Sky Lords' cores. Somepony must have found his notes and recreated the artifact to be able to 'kill' stars."

"But...How did I not sense it with my magic?" Twilight asked, shedding more tears.

"I believe North Star is more qualified to answer that." Cappella nodded to North Star who cleared his throat and stepped up next to Cappella.

"Indeed I can, you see Mistress, you're magic reserves were cut off temporarily by the Elements, when you forced them open it may have damaged your ability to sense us and our well-being temporarily." North Star came up to Twilight and hugged her muzzle with his tiny hooves. "It wasn't your fault Mistress. You couldn't have done anything to stop this, and neither could we."

Twilight sighed, her tears began being more scares but they still came out. "I know North Star, and thank you...All of you. I-I need to head back, I've been gone long enough and I still need to inform Orion and Auntie about...This."

Hundreds if of little heads nodded in agreement, some faces were sad for the lose of their comrades and some were trying to lift the spirits of their Mistress by giving encouraging smiles. As Twilights spirit started to descend again, she could now tell the painful lack of Leo's constellation .


Twilight came back to her senses to see a very worried looking Orion and Lilly and a sad Celestia. Although it now looked more like pity towards Twilight...And she hated it. Twilight brought a hoof to her face, it was still very wet and stained from all the crying. She always suspected that her body also had physical reactions while she was up in the skies and this confirmed her theory, but she didn't have the strength to be happy, not after what happened. She looked at the waiting eyes of her friends and family and worked up the courage and voice to speak.

"Leo...was...killed."

For a moment the room was silent, her friend's faces were a mix of confusion, fear and in Orion's case, sadness. Even her aunt's ever perfect façade faltered and seemed surprised.

"I-It's not funny Twi...That...He can't be..." Orion's eyes filled with tears once again, but instead of his tears of joy from earlier that day, these were filled with deep sorrow and pain for the loss of his friend and brother. Twilight ran to comfort him in a similar fashion her stars had done to her. Then Lilly too joined the group hug spreading her wings and encasing her two crying friends.

Celestia tried approaching them and opening her mouth to speak but her words came off silent when caught by a glare from Lilly. She ended up having to sit there and look as her niece was comforted by her basically brother and an instinct-driven Thestral that didn't let her close to try and help.


Celestia Invictus,
Council HQ,
At That Moment,


'Thestral instincts are sometimes extreme but this? I haven't seen one so "aggressive" in a long time. It probably has to do with Twilight being Luna's daughter. Sometimes I wonder why Luna created those instincts to such lengths to protect Twilight. Not that she doesn't deserve it mind me! It's just that she sacrificed her subject's rights to decision in doing so... '

Celestia sighed, she looked back at the scene before her, specifically to Lilly with sadness. She remembered the moment she found out what Luna had done. It was before her descent into madness by the curse, maybe a few months before. They were in the old castle, Everfree City was currently booming with activity and Equestria was prospering without much problems. Luna had come up to her with a big smile on her face and had interrupted Day Court, something that was very unexpected of her since she was a 'hardcore night owl'.

"Sister!" Celestia could hear Luna's happy voice clearly in her head. "We have found the most wondrous thing! Our subjects, the Thestrals have an instinct deep within their spirits to serve the current Night Regent, or in our case Night Regents! "

The scene in Celestia's head shifted, she was now in front on Luna, she was explaining her recent discoveries concerning her Thestrals subjects. She too was happy for her until Luna continued.

"And so, deer sister, we have managed to increase their instincts to incredible sizes! They will now go into something resembling a trance, all just to protect us! Isn't it wonderful? What magic can do nowadays is truly a sight to behold! "

"Sister, what art thou thinking?!" Celestia heard herself screaming. "Thou art sacrificing our subjects WILL in thy persoute for knowledge!"

"It is for our protection! Hath thou forgotten about that cursed shaman that hath cursed us and our daughter?! She needs as much protection as possible! How can thou be so selfish to deny her of her subjects' love and adoration through their oaths?!"

"Of course she deserves that! But thou cannot simply control them or take advantage of them because of their natures!"

Their argument had ended in Luna flying away in anger, and Celestia conducting her own research on Thestrals and curses making her find out about the Shaman's curse failure and it's possession of Luna, but by then it was too late to reverse it in anyway other than the Elements of Harmony.

Celestia sighed for what seemed like the umpteenth time and brought her mind to the present again. She saw two mourning ponies and a Thestral resting her wings on both of them. Twilight and Orion had finished crying and melted into the group hug. They sat in silence just looking at the ground, their eyes red from crying.

Celestia got up making them look at her. She looked down and wore her best smile although it still seemed sad. She opened the door to the chamber with her magic and said to them.

"I'll have somepony prepare you a room. I'll also have them desert the hallway towards your bedroom so you have all the privacy you'll need... It's truly a pleasure meeting you Miss Night."

"Lilly" The Thestral mare said before Celestia left. She turned around to face the mare and smiled.

"Then you can call me Celestia"

Celestia walked out and gently closed the door behind her leaving the others inside and left to fulfill what she set out to do.


Twilight Capella Sparkle,
Council HQ,
At That Moment,


Twilight sniffed and wiped away her tears with her hoof and did the same to Orion. She turned to Lilly with a grateful smile. "T-Thanks Lilly..."

Orion looked up to her too and managed to croak out. "Ye-Yeah thank you...You really didn't need to."

Lilly shrugged with a kind smile. "You guys are right, I didn't have to. BUT I wanted to. That's just how I am, I see somepony sad and I just have to comfort them, no matter how much time it takes me."

Twilight chuckled lightly but ended up coughing. She yawned and stretched, suddenly her exhaustion became very apparent. "Well...I don't know about you but I'm exhausted...."

Twilight lit up her horn and opened the door, as Celestia promised, the hallway was empty except for an awkward looking Sunset Shimmer standing next to the door. She stammered for a moment before composing herself and coughing into her hoof to clear her throat.

"I-Uh....I wanted to apologize to Lilly and-"

"Apology accepted Sunbutt!" Lilly responded with her bubblely mood coming back, which lifted the Twilight's and Orion's spirits.

"S-Sunbutt?! That's my new nickname? Really Fang-Mouth?" Sunset retorted.

"It doesn't have the same ring to it as Sunbutt. So, why else are you here? Not that I don't mind." Lilly said with a shrug.

"I'm also here to show you guys to your bedroom." Sunset said looking at Twilight strangely but deciding not to voice any concerns she had.

"Aren't we using my room?" Twilight asked.

"Uhh...Yes, but Princess Celestia made some 'modifications' to the room."

Twilight looked troubled, her tastes and her Auntie's didn't exactly match. "...What did she do?"

"You'll see!"


'Wow...' Was all Twilight thought as she gazed at her improved room. Her Auntie normally had no skills in figuring out what she liked in the past, but this time?

Her room was 'slightly' bigger, the worn out stone bricks that composed the room were now clean and smooth, they were painted in a dark lavender tone. The floor's wood was magically repaired and painted in a dark blue-ish/purple-ish hue. The room was lighted by torches placed in a way they gave the room an uniform orange glow.

A circular queen sized bed sat to the right, it's back against the wall. A lavender rug with Twilight's cutie mark was embroidered on it laid in the middle of the room. To the left, was a big dark wooden desk with sufficient quills and paper.

'I wonder where Auntie got those.'

There were two doors next to her bed, which she assumed to be her closet and bathroom.

Twilight stood speechless for a moment before shaking her head and re-organizing her thoughts. She looked back to Sunset who was looking at her nervously. Twilight saw something else in her though, anxiety. Why would she be anxious? Then it clicked, Sunset had done this, not Celestia. Twilight smiled at Sunset.

"I know you did this, Sunset." She commented with a bright smile. "I must say it is a wondrous job. Did you do this yourself?"

"You really like it?" Sunset beamed and when Twilight nodded she got even more excited. "No, my friends helped out, specially Rarity, Applejack and Rainbow Dash. Rarity helped me design it, Applejack helped assemble and paint it and Rainbow helped get us the resources."

"That is so kind of them, although I have to ask...Why?" Twilight inquired.

"Well...They wanted it to be kind of a thank you gift. For allowing their little sisters and, in Applejack's case her whole family." Sunset explained to Twilight who winced.

"Even after I offended you in the throne room and disgraced you by leaving you behind?" Twilight prodded looking slightly sheepish.

Sunset chuckled slightly. "heh, Yup! To them you saved their families from certain doom. And for that they feel like they're forever in your debt."

"I-I-I don't..." Twilight stammered but was cut off by Sunset before she could continue.

"Oh I wouldn't worry too much about that. I'll leave you guys alone now. Good night!"

"'Night Sunbutt!" Lilly chimed in and waved with a hoof. Sunset was going to retort but Orion closed the door before they could start throwing insults at each other.

Twilight unceremoniously walked over to her bed and threw herself unto it she scooted over to the right side and pointed with her wings towards door to the left of the room that was well hidden at first sight. She turned to her friends and spoke.

"I'm really tired, in there is another room for my personal guests, there are two beds, I would suggest getting some rest. Tomorrow..err...Tomorrow night?...Tonight? Doesn't matter just..." She yawned deeply and closed her eyes and laid her head on the pillow. "Wake me up so we can continue our search."

"O-Of course Twi. Good night." Orion opened the door Twilight had pointed to and stepped in holding the door open for Lilly to step through.

"'Night Princess! Sweet dreams!" Lilly joyfully said before slipping into the side room and closing the door behind her. Twilights felt her consciousness slip away as she fell asleep.


When Twilight opened her eyes she wasn't in her room. She was in a plaza, in the middle was a fountain with a statue of two adult alicorns, a little alicorn filly and a incredibly tall unicorn with a bulky build. She recognized it as Everfree City's centre. Of in a distance and the sea of colorful ponies she spotted two familiar figures coming her way. When they neared the fountain Twilight recognized them as her mother and...Herself? A filly Twilight walked happily beside her mother.

Mini Twilight walked through Everfree City until she reached what Twilight recognized as her favorite gardens. They looked over the hill that led to the castle and looked over he city and her subjects. Mini Twilight struggled to get up on a bench that was nearby. Mini Twilight was helped up onto the bench by her mother.

Suddenly, the sky darkened and the moon replaced the sun but Twilight didn't notice. The midnight alicorn came up to Mini Twilight and sat on the bench with her. They were looking at the stars that felt...different for some reason. Twilight smiled and looked at the mare towering beside the small filly. Twilight remembered all the nights spending time with Luna star gazing and learning all about them.

"Mother, how doest the stars work?" Mini Twilight asked.

"I'm afraid I do not understand my little star." Luna responded with a kind and patient voice.

"If I shalt rule over them some day, shouldn't I know everything about them?" When her mother nodded, mini Twilight continued. "So how do they work? Act? Can they love? Can they make friends? Alliances?"

Her mother chuckled. "Please, calm yourself my little star. It will take a while to explain everything but you always were an excellent listener." She brought her hoof to her throat and cleared it. ''Listen then, my child. The stars are very peculiar, they allow us to cast spell, we borrow their power through our wellsprings and use it to bend magic to our will. But, they art sentient just like us. They art like little children, Capella and North Star who will become your future advisors art more mature then the rest, like prodigies children." Luna looked down to check if mini Twilight was still listening.

"Sooo...Mother art Capella and North Star like you and Auntie 'Tia? Like...Princesses?''

Luna chuckled lightly. "No, it will be up to you to be like us but up there. Anyways, back to your earlier questions, I believe you have been too close to nobles, asking about alliances." Luna looked at mini Twilight with a small smile and had to contain herself when she saw her pouting. "Hehe. You see, my little star, they can. Their alliances art called Guilds-"

"Like the Mages Guild? Or the Astronomers Guild? Or...Maybe-" Mini Twilight's rant was stopped by a midnight blue hoof on her mouth.

"Star Guilds art different. Ponies, even the astronomers who should know better, know them as constellations."

"OooOooh! That explains a lot mother!"

"Yes, alliances between guilds art called families, each family has a representative constellations and they ask us to choose one of our ponies to represent them in the mortal plain."

"Like Pisces, Andromeda, Aries, Orion and Leo?"

"Yes, exactly like them. Alliance representatives art called Sky Lords."

"That's amazing! But...Wouldn't you need to find a new representative every time they...Leave the mortal plain?" Mini Twilight's mood went down and she looked at the ground. Twilight winced at the question, suddenly a pang of sadness went through her but she couldn't remember why.

"Oh,no,no,no. Thanks to our blessing, they're connected to the stars they represent so as long as they're alive so art the stars, and as long as their stars are alive they art too."

"So they can't die?!" Mini Twilight asked with a huge smile. Twilight's ears perked up and she paid close attention, looking at the scene with pleading eyes.

"I won't lie to you, they can be killed, but it would take immense levels of magic. Enough to snuff out all of the stars' life reserves. But rest assure nopony has enough magic to do so in the present day." Luna smiled down at Twilight and she smiled back. Luna nuzzled mini Twilight and pushed her towards her friends to play.

Twilight jolted awake, she was gasping for air and shivered slightly. After calming herself she looked around, she noticed she wasn't lying in her bed, and she wasn't in her room either. Instead she was...In the sky? It was a place similar to the void where she and her stars met but it was more light. Instead of being it's normal midnight blue it was a teal hue fading into light blue.

"Twily? That you?'' A familiar voice called from behind her. Twilight turned around so fast her mane temporarily blinded her. When her hair cleared she saw a tan earth pony stallion with a white mane and tail. His mane was neatly pushed back and brushed, his tail was neatly brushed and long. He had a big smile and a few tears in the corner of his eyes and he was staring at her in shock.

"Leo?!" Twilight galloped over and hugged him tightly. "I thought you were dead!"

Leo nuzzled Twilight lightly and she felt a few tears stain her coat.

"Heh...I did but I refused to go before seeing my little sister again." He pulled away from the hug. "I can't believe you're finally back, the others will be thrilled! I'm sure Orion already knows and that you're probably with hi back in the real world."

"Where are we exactly?'' Twilight asked looking around and wiping a tear away with a hoof. "Am I still dreaming?"

"Heh nope! Me and a friend of mine, to whom I trusted our secret, helped me copy my conscious into something similar to the dream realm." He chuckled and poked Twilight's horn with his hoof. "Y'know she's a really talented unicorn kinda reminds me of you."

"Hold on, does this mean that I can see whenever I want?!" Twilight beamed.

"Ummm..No, not yet. You see, you need an specific spell to access this plain. Only she has the spell so when you wake up you won't be able to find me before...Y'know, find her."

"Oh..." Twilight drooped. "So... I am dreaming"

"Hey! Y'know that ain't true! And y'know I'm not that patient. Listen Twi, you are not dreaming! Now, before you wake up remember to find my friend so we can speak again."

"Y-Yes of course, I'll do it after we defeat Nightmare Moon and-"

"Nightmare Moon? Umm...Sorry Twi but I don't follow, my conscious got copied...Err let me calculate...3 years ago? I don't know anything about the outside world, that's all dead Leo's information.''

"Oh...Mother got turned into a wicked mare by a shaman's failed curse. You already know she was imprisoned on the moon. Well...She returned, defeated me and Auntie Celestia and then brought forth Eternal Night. We must use the Elements of Harmony to hopefully heal her and bring her back."

"...Wow." He deadpanned.

The world around them started fading into white. Leo's eyes widened and he grabbed Twilight tightly into a bear hug. "You're waking up! Find Starlight, our village was to the north east of old Everfree City...I love you little sis...Good luck!

"I-I love you too-" Twilight was cut off by the world they were in fading into white completely, as she woke up from her sleep.

Of Scape Attemps

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Twilight was woken up by a slight shaking, next thing she knew was a worried voice calling out to her.

"Princess! Pri- er...Twilight! Wake up!" A female voice whispered.

Twilight mumbled something of a haphazardly made reply and sunk deeper into the confinement of her bed. Then, she felt something wet against her cheeks. Was she crying? Yes, she could feel some tears rolling out. Twilight steeled herself and opened her eyes. She didn’t see much, all of the torches were turned off but she could make out the faint silhouettes of two ponies.

Twilight flinched a bit at seeing two ponies looking down at her but it only took her mind a moment to catch up. Her horn lighting on instinct to create a shield around her. A big hoof went and poked her horn, the magic fizzled and then dissipated leaving Twilight a bit stunned.

"Eaaasy there Twilight." A voice called out. Twilight's brain decided to go on a vacation apparently since it took her a few moments for her to recognize it as Orion's.

"Orion?..." Twilights squinted and recognized small tuffs of fur on the other silhouette's ears. "And...Lilly? What, pray tell, art thou doing in my chambers?"

"First, Twi, wake up, you're switching to your old dialect." Twilight muttered something even she didn't understand and turned to her other side so that her back faced them. "Twilight, the ponies we save arrived about three hours and they're starting to ask for you."

"..Why meee?..." Twilight groaned and folded her ears, blocking out as much sound as she could.

She heard some shuffling behind her and a set of hooves walking to the other side of the bed while a set of wings started beating above her sending a wind current onto her. Twilight muttered something cursing the wind and pulled the covers over her head.

Orion groaned and Twilight heard him facehoof. "This is why Princess Luna entrusted ME to wake you up...You are completely unawakenable...To any mortal." Orion smirked and turned to a flying Lilly. "I love this part of my duty."

Twilight's ear twitched when she heard that. She mumbled something again and heard Orion walking away. Then she heard his hooves galloping towards her. The galloping sound suddenly stopped, Twilight's eyelids opened slightly, curiosity getting the best of her. Before she could register what she saw she felt something heavy land on top of her.

Her eyelids opened completely and she gasped for air. She pushed against whatever had interfered with her sleep but the weight proved to be greater. After a bit of struggling Twilight started lifting it up. Twilight heard Orion speak again and felt the figure above her move with his words. She put two and two together and realized Orion had cannonballed onto her to wake her up.

"Quick! She's getting stronger!''

"What do you want me to do?!" Lilly asked him.

"Help me! Jump on top of me! Together we shalt be victorious over this sleeping ogre of a mare!" He bellowed.

Suddenly Twilight felt more weight land on her and her strength dwindle. "I am not an ogre!" She screamed and then suddenly, her horn flashed. Both Lilly and Orion were thrown off of her and to the ground. With a great war cry, Twilight flapped her wings to get some air and let herself fall on them at great speed. They struggled to catch their breaths until Lilly could gasp out.

"Sweet Mother of all things powerful! Princess, you're heavy! Last time I thought it was just you little chestplate thingy but-" Lilly was interrupted by a groan from Orion.

"Do you girls mind? I know your conversation is interesting and stuff but...GET OFF ME!" He complained. They all looked at each other and then laughed. Lilly fell to her sides and to the floor while Twilight fell back wards. They continued to laugh for a few moments before calming down.

"It's nice to see you guys laughing." Lilly commented while wiping away a tear with her hoof.

"Yes, it was nice to relax a bit." Twilight agreed with her and turned to Orion, something made difficult by the darkness of the room, she lit her horn and magically lit the torches bathing the room in a soft even yellow glow. "You said something about the prench that we rescued?"

Orion looked confused for a moment before remembering. "Oh! That's right, they wanted to see you before we left to find the others."

"About that...Do you know where they might be?" Twilight asked him.

"Last I heard, Andromeda was a famous model at Las Pegasus." He said as it were common knowledge. Twilight looked at him with confusion.

"Las..Pegasus?"

"You'll see when we get there." He smiled and nodded towards the door. "Let's go meet your suitors."

"Of course- Wait WHAT NO, no, no, no, nonononononononnoonoonoonnono."


Nightmare Moon,
Canterlot Castle, Throne Room,
Two hours before,


"I BEG YOUR PARDON!?" Nightmare's voice boomed through the Throne room. The lower nobility and the few equine farmers flinched at the use of the Royal Canterlot Voice. "HOW CAN THOU HAVE THE GAL TO DEMAND OF US TO 'LIFT THE SUN'?!".

A mare from the crowd hesitantly lifted her hoof as if she were in school. Nightmare narrowed her eyes and focused on the mare. She turned out to be a very young mare, maybe slightly older than a filly. Nightmare's hate-filled gaze 'softened', well as much as it could, and was replaced with a stoic face. She nodded at the mare and she stepped up.

"Your Highness," Nightmare had to suppress a growl at the wrong way to address her but decided to spare the mare. "I was wondering...Well I guess that we are all wondering...Um...How are we supposed to grow our crops without the sun. It could de-stabilized Equestria's agricultural sector and-"

Nightmare lifted a hoof to 'politely' silence her. She turned towards the rest of the petitioners of that night and asked "Can thou confirm her concerns as you own?" There were multiple nods and several affirmative "mhm's''. Nightmare made a 'shoo' motion to return the mare to the crowd. "We can assure thee, our moon has enough energy and it's magic enough properties to grow crops normally. Nevertheless, we must warn thee, thy crops wilt grow at a slightly lower rate and a bit sweeter."

Most of the farmers seemed to be satisficed with her answer but many were still a bit skeptical. Honestly, Nightmare did not have enough patience left to deal with them so she magically lifted an iron bowl and slammed her hoof inside creating a ear splitting noise.

"Court is adjourned! Guards, please escort our...Guests, out of the room." The petitioners grumbled quietly and reluctantly left with the guards behind them. Before the doors closed the guards caught themselves and opened them again. Nightmare straightened up and looked down at the Thestral that entered.

"Commander Nocte." Nightmare acknowledged the commander as he walked in.

The Thestral walked up yo Nightmare's throne and bowed as low as he could hopping he could become smaller just to get away from the fury he was about to light. This did not go unnoticed by a certain Nightmare, she turned to the guards stationed next to her throne and nodded, dismissing them. Then she turned to the still bowing Nocte.

"We hope thou hast brought us good news, commander." She spoke and saw how the stoic and serious Thestral commander shuddered and tried to hide it..

"No my queen."

"I see, but of course thou hast gotten a clue of the whereabouts of my daughter." Nightmare suggested.

"N-No my queen, we lost her in the Everfree Forest-"

"Thou art telling us, that you did not only fail to return her but also not have NO CLUE WHERE SHE IS. OH AND SHALT WE GET STARTED ON THE FACT THAT THOU LOST HER IN THE EVERFREE, THE MOST UNTAMED PLACE IN EQUESTRIA" Nightmare's boomed through the room. Nocte quickly fell back down into a bow so low he kissed the ground. "AM I CORRECT?!"

"Y-y-y-yes my queen!"

Nightmare Moon's horn lit up and magic exploded outwards. The magic hit the walls and the whole castle shook with her rage.

"GET OUT! DON'T STEP IN MY PRESCENSE UNTIL YOU HAVE FOUND HER!" Nightmare used her magic to open the doors to the throne room and unceremoniously lifted Nocte and booted him out before closing the door behind him.

Nightmare sighed, her day couldn't get worse. First some snobby nobles bothered her with selfish new laws, then the farmers comity came in with their ridiculous petition to bring the sun back, and then Nocte had to return empty hoofed. Anger started to boil within her, her power threatening to come out and begging for use. She brought up the energy into a teleportation spell, not wanting to destroy her new castle.

With a flash the image of the throne room disappeared and was replaced with grassy planes. Nightmare looked around finding nothing near her. She lit up her horn and channeled the anger into raw magic, shooting it out like a flare from the tip of her horn.

That type of 'spell' was very costly and tiring but was taught to every unicorn old enough to have a sense of moderation high enough, just in case they absorbed too much power or felt like a magic flare was beginning within them.

After she let all of the extra power out, Nightmare made a sigh of relief and fell down on her haunches. The grass felt nice under her body and was moist, as if it had rained, something that she very much enjoyed and cherished after having spent a millennium on her moon.

Suddenly she felt something at the back of her head as if someone was trying to pull something out or.

"Push themselves out..." Nightmare spat. She lit her horn again and blocked passage into and out her mind. She then used her multitasking skills she earned when she possessed Luna and entered her own mind.

A dark almost black plain came into view, Nightmare's horn was still alight and the form of Luna slowly materialized inside the plane, struggling against Nightmare's magic surrounding her and holding her in place.

"Art thou going somewhere Luna?" Nightmare asked with an annoyed look and voice. "Thou should know better, you know what happens when you try..." Nightmare sang. Luna stopped her struggling and looked at Nightmare with angry tears running down her face.

"Nightmare." Luna spat. "Thou should know better than to challenge me in the dream realm." Luna's scowl became a smug grin. "Thou doest know we managed to reach the dreams of two of the Element's bearers and pass on our daughter's message."

"Ah, yes of course! The great Sir Leo Golden Hooves and Lady Andromeda Courageous Song?"

''...How did thou-?" Luna's voice was filled with worry but she was interrupted by Nightmare.

"How can the sole shepherd of her subject's dreams drive the wolves away from her own dreams? Luna dearest, doesn't thou think we wouldn't notice? Too bad that that thy messengers won't be able to reach their destination."

"WHAT HAST THOU DONE TO THEM?!" Luna boomed, she lunged forward but was stopped by Nightmare's magic strengthening it's grip.

"Us? Luna We would never get our hooves dirtied! No, they shall remain clean for Celestia. Neigh, one of our subjects presented us with a very peculiar artifact he created capable of... Why art we telling thee? Tis not the point. What is however, that we sent him after Leo, and we can see he succeeded, next shall be Andromeda."

"No!" Luna lunged again but this time Nightmare's magic crystallized around her trapping her in place.

"Doest thou like the spell? We learnt it from thy paramour." Nightmare said with a sing-song tone.

"Don't call him that!"

"Do not worry my dearest Luna! Thou shalt get to watch Andromeda's last moments! Do not try to evade my spell for it shalt end in failure..."

"Thou won't get away with this! My daughter and friends will-"

"Ugh...So cliché!...Tata~"


Twilight Capella Sparkle,
Council Head-Quarters, Main hallway,
Three hours later,


"Never. Again." Twilight shut her throne room door behind the last on the prench.

"Oh c'mon Twily! It wasn't that bad." Orion gently shoved her and laughed along with Lilly.

"Not that bad?! Did you not hear them? They were snobby, self-centered bastards that like to kiss flank to get what they-" Twilight let all of her frustrations with a ver un-princess like groan. "I am NEVER going to get those er...Catch phrases?" After looking at Orion for confirmation that she actually used the term correctly she continued. "Out of my head!"

"Surely it wasn't that bad." A voice sounded from the side of the room. A pink hoof stepped out from behind a pillar revealing a pink alicorn.

"Ah, Cadenza-" Twilight started but was interrupted by Cadence.

"Cadence." She corrected

"Oh, yes my apologies. Cadenza, just the cousin I wanted to see!" Twilight smiled to herself, feeling proud to get a small reaction from Cadence. "Pray tell, what does the Princess of Love think of my...suitors"

"Uh...They were fine, I guess." Her voice trailed off and she looked at Twilight. She narrowed her eyes and her face lit up with realization. "Twilight, can I borrow you for a while?"

"Whatever for?" Twilight tried reading Cadence to see what she wanted and to see if she could talk her out it, the answer was 'no'. "Of course...Let's go guys."

"Actually, I want to talk to you alone."

Twilight lifted her brow and looked down at Cadence skeptically from her throne. "Very well, lead the way." Twilight stood on the marble, crescent shaped table before the six thrones that adorned the room and leapt off it into a glide that took her next to Cadence at the bottom of the dais.

Cadence shot Twilight a worried glanced and opened the door at the end of the hallway with her magic. They walked out together, and then through the hallways until they arrived at the room Cadence was temporarily using.

Twilight cautiously entered the room and looked around while Cadence closed the door an lit up her horn.

Twilight noticed the sudden change in light and violently turned around while conjuring up a magical shield between both of them. Cadence was a bit taken aback but continued her spell. Her light blue aura painted the room's walls and then dissipated.

"Calm down Twilight, it's just a privacy spell...Well more like a 'Sound proof' spell. Heh, you never know with the nobility, they have ears EVERYWHERE.'' Twilight's defensive position melted into a relieved one.

"Phew...My apologies cousin...You're right, you can't be too careful nowadays, I can tell." She frowned sadly to herself and started to space out before noticing and snapping out of it. "Ahem...Back to the point of this conversation. What can I help you with?"

"You can't, but I can." Cadence's expression became serious, something that differed greatly from what Twilight had seen of her earlier. She looked at Twilight in the eyes and it made a chill run down her spine.

"What do you mean?" Twilight attempted to remain calm and match her stare. She took a deep, silent breath, fixed her posture to lift herself to Cadence's height and unfurled her wings. "I do not need any help." Twilight walked past Cadence and towards the door.

"You can stop the 'though' act. It doesn't work with me." Cadence patiently called out and Twilight stopped dead in her tracks and looked back towards Cadence with a perplexed look. "I may be the Princess of Love but I can also easily read ponies' emotions. You are not well, and you know that. You have been avoiding thinking about it and facing them. You can't continue to do so, it'll rip you from the inside."

Twilight looked at the ground in contemplation, her outside might have looked calm but inside her mind was in a riot.

'Is she right? Have I really been doing that? No. Forget about that. H-Have I been forgetting on purpose? What else have I done? Nothing. I couldn't have, I wouldn't do that...Right? How do I feel?-'

A sharp pain appeared in Twilight's head which caused her to wince and bring a hoof to her head. She looked back at Cadence with wide eyes.

"For how long?" Cadence asked Twilight, both her voice and face betrayed her worry.

"I-I don't know..." Twilight's breath became uneven as she and Cadence realized the implications. Cadence lit up her horn with her light blue aura and cautiously walked towards Twilight. "No, not now...Sorry." Twilight's horn also lit up and she disappeared in a magenta flash.

She reappeared back in the throne room. Her friends, who were heading out of the throne room, stopped startled and looked back at her. Twilight took another deep breath and pushed her headache to the back of her mind. "We need to leave now. Pack quickly and meet me at the secret exit...If you see him, tell Pyre to accompany us too."

"Pyre?" Lilly asked and brought a hoof to her chin similar to a fangirl trying to remember a certain character of they're favorite story.

"You'll see soon." Was the only answer she got from Orion. He then turned back to Twilight with a worried expression. "Is everything okay Twi-?"

"Yes, everything is fine. We've just wasted too much time, if we want to find the others before the...'murderer' does, we have to move fast." With that Twilight teleported again, disappearing to her room to prepare before Cadence could find her.

Not their Night

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Twilight silently walked through the halls adorned with torches shedding light on her features. She was once again wearing her saddle bags, filled with quills and a few journals. To her left side was her sword holder with the handle neatly stowed away. On her head was her crown, the Element of Magic fused to the top of it. On her chest was her golden chest-plate exactly like Orion's.

She arrived at a dead-end with a torch placed on the wall in front of her. She reached out with her magic and channeled it through some hidden runes at the back of the torch. Twilight stepped closer to the wall and mentally counted to three, once she reached three the wall did a one-eighty and Twilight appeared at the other side of the hall.

"I've got to say Princess, these secret passages are awesome! Imagine how fun it would be playing hide and seek in here." Lilly exclaimed looking in awe around the secret passage.

"Tell me about it, never could beat Twilight...Yet again she always cheated!" Orion accused and Lilly giggled a bit.

Twilight smiled, looking over at her partners. Orion hadn't prepared much, she just noticed that he had more arrows then before...A lot more. He had his gold chestplate on, the sapphire of Loyalty shone in the dim light of Orion's horn. Lilly on the other hand had nothing...Literally nothing.

"Umm..Lilly don't you have something to...defend yourself or protect yourself?" Twilight asked lighting her own horn so she could see better.

"Nope! We're going to Fillydelphia right? That's not a dangerous place...Or at least I don't think so. Besiiides I don't have any weapons or any armor. I never needed it." Lilly shrugged.

"Actually-" Orion started drawing the attention of both mares "-as far as I am aware, there's currently a pirate war in the area."

"Really? A pirate war? Orion don't tell me that you actually believe that Aunty would let that slip past when she has the E.U.P at her services?" Twilight inquired sarcastically.

"They operate during the night, only a few guard patrols are active during that time. They also chose the area between Fillydelphia and Canterlot since the Ria Mountains are in the middle. Apart from a few sentries on their peaks, Central-Eastern Equestria is unguarded. I wouldn't be surprised if the crown knows nothing of them." Orion finished with his scholarly tone.

"And how do you know about this captain?" Twilight raised an eyebrow as she accused.

"I worked in a public airship yard, it's my job to know!" He said as if it were common knowledge.

"Oh..." Then Twilight turned to Lilly. "Well then, that only proves my point, you need armor. we'll make a quick pass-by the armory."

"Are you sure? I don't want to be a nuisance-" Lilly tried but was interrupted by Orion.

"Nonsense! You're way too important for that!'' He boomed and turned towards the right which Twilight noticed was the wrong way towards the armory.

Twilight smirked at the pair. Lilly noticing what he had said blushed slightly while Orion was trying to look away and hide his own blush. Twilight used all of her will power to not laugh at their awkwardness, instead...She decided to make it worse.

As Orion started to walk of Twilight spoke up. "Hey, Brother...You're going the wrong way, the armory is that way " She pointed a hoof at the other side of the hall. Orion froze and turned around, still a little red.

"Oh, um right..." He said and hurried down the other side. When he was almost out of earshot Twilight leaned in and whisper to Lilly.

"You got him wrapped around your hoof~" Twilight winked at her and went to follow Orion.

'Oh this is going to be fun!'


'This was a mistake.'

After they had arrived at the armory Twilight had started embarrassing Orion in front of Lilly but she failed to see when everything went wrong. Orion had caught up to her plan pretty early on and spent most of his time ignoring Twilight's taunts while he searched something for Lilly to wear and remembering every embarrassing thing Twilight had done in her earlier years. He stayed pretty quiet until he saw an opening and struck.

And now Twilight was in the middle of a smug looking Orion and a laughing Lilly. She groaned in annoyance and got up to continue Orion's job of looking for something suitable for Lilly while trying to block out every tale he continued to tell.

Ignoring him became easy when something caught her eye. In one of the many opened chests in the armory was a purple set of leathery armor. The set was clearly meant for a small female body, 'not as small s Pisces's' Twilight commented. It had a pink six pointed star broach that connected both halves of the set. "That won't due." Twilight silently muttered.

She carefully turned her head as to not be seen by her friends. She searched for Lilly's cutie mark and found...Nothing. Then Twilight looked back to the suit and facehoofed. She had forgotten that Thestrals didn't have cutie marks. She opened her eyes and pondered the broach.

Her horn lit up with magic and her aura surrounded the broach. It's crystal form started to shift and reformed itself into the image of a small lily. Twilight smiled at her small magical act, she had always liked working with crystals, it was a very rare and difficult magic to master but it always came naturally to her.

She replaced the broach and lifted the leather set and turned it around, examining it. The set was made of the best leather there was, chimaera leather, and in some parts there was soft dragon skin for greater mobility. Twilight nodded in agreement with her mind. The other only thing she did was darken the color of the set in order for it to be less visible during the night.

"Lilly?" She called back causing her friends to look at her. "Is this something that would be likeable to thy tastes?''

"Princess, you're going back to your old dialect." Lilly pointed out, making her way next to her and looking over the set. "Oooh that's a nice set! I'll take it." She smiled and then caught sight of the broach. "Wooah that's a pretty broach...D-Did you make this yourself?''

"Yes, it's crystal magic. I reshaped it to be a form of a lily, it's tradition to have you're armor or weapons with a broach or a symbol to represent the owner." Twilight explained. "I'm glad you like it. It's yours to keep"

''I don't know what to say Princess...Thank you! This is an honor!"

"Don't worry Lilly, we're friends! Consider it a favor that doesn't need repaying from one of your Thestral friends" Twilight levitated the set to Lilly's open hooves. "Put it on! I'll go and get Pyre 'real quick' and wait for you at the secret entrance! Orion, stay here and helped her to the exit when she's ready please." With that she attempted to leave Orion in the room with Lilly but before she could magically close the door Orion used his own magic to keep the door open and shot Twilight a serious glance.

"Twilight, a word..." He growled out.

Twilight attempted to scape but was held in place by Orion's magic. She lit up her horn to overpower his magic but Orion, having anticipated this, quickly added a disabling barrier around her horn to prevent her from using magic

"You know that Princess Luna-" He started with a scolding tone but was interrupted by Twilight.

"'Does not approve of thy use of crystal magic.' I knooow. But I'm a grown mare capable of making my own decisions. You can't just tell me not to do something that is up to my liking and not give me any explanation!" She let out her frustrations with a tone louder than was appropriate.

"And you should know by now what I'm going to say." He continued.

"'It's not our right to tell thee' But who?! Tell me Orion who has the right to tell me?!" Twilight barked. "Now let me go, we don't have time for this and you know it!" she ordered but Orion did not move.

"Twily, I'm doing this to protect you so-"

"Protect me from what?! Or perhaps Who?" She inquired and when Orion flinched she elaborated further. "Tell me exactly who you're to protect me from."

"No."

"Then let me go! There is no use in you keeping me here hostage in a battle against time that if loose you do too!"

"Swear to me by your honor that you won't-"

"I, Twilight C. Sparkle, being of sane mind and health, swear on my honor not to practice the art of crystal magic..." Twilight waited for a moment just so Orion would loosen his grip on her horn, then in one swift motion she freed herself. "For the rest of this night, on condition that Beast Hunter Orion doest not keep me captive against my will until the oath expires.''

Twilight smirked smugly and lit her horn again preparing for a teleportation spell. "Now if thou wilt excuse me, I have a phoenix to wake up." And teleported away. This was not her night.


Commander Nocte Wing,
Lands between Ponyville and Canterlot,
Meanwhile...,


This was not his night. Not only had his Empress bucked him out of the throne room in front of his guards, personal squadron and rivaling commanders of rivaling armies but now he was now banished from Canterlot and the presence of his Empress until he found that runaway princess and brought her before Nightmare Moon unharmed.

And now he was flying back to the Castle of the Three Royal Pony Alicorns that was probably miles away from Canterlot along with his seven other comrades to search...Actually it didn't seem too bad now that he was reconsidering it, but he needed to complain about something.

"Commander, permission to speak freely." A red, male Thestral next to him spoke up.

"Permission granted, Lieutenant Sunfall Fang." Nocte replied, never taking his eyes away from course.

"With all due respect to the Empress Goddess, but why would she want to capture her own daughter, I mean she escaped for a reason right?" Sunfall asked not only Nocte but his other squad members.

"Sir, permission to spe-" A Thestral mare's voice spoke up behind Nocte but he interrupted her.

"You are all to speak freely on the matter." Nocte instructed and although he could not see it they all nodded.

The same Thestral mare spoke up again. "Princess Twilight Sparkle, from what the Elders have told us, has always been the rebellious type."

"Yeah, Crescent, do you really believe those old-timers?" A very dark colored Thestral commented, getting a few annoyed glances his way. "I mean she was raised by the great Princess Luna, it's no surprise she'd want to get as far away as possible from Nightmare Moon-"

"THAT'S ENOUGH WILLOWSHADE!" Barked out Nocte. "While I share your beliefs, we swore a blood oath to the Nightmare as legitimate as that to Princess Luna, as such we shall refrain from disrespect her and shall follow her command. And thus the matter is resolved, we shall now continue the flight in silence until otherwise ordered."

"Yes sir!" The squadron of seven Thestrals all shouted.


Twilight C. Sparkle,
Council HeadQuarters, Secret Private Armory,
Meanwhile,


"We have returned!" Twilight boomed as she entered the armory with an arguably better mood. On her back Pyre screeched softly.

"Just in time!" Lilly said. "It took me a while to figure it out but I got it on! So, how does it look?" Lilly started cat-walking in front of the duo...well trio if you count Pyre.

"Hmm...I think it's a bit big...What do you think Orion?'' Twilight asked.

"Maybe...Yes, it's a bit too big, that could lower it's effectiveness and be a hazard...Soo a shrinking spell?'' He confirmed.

"Half a caliber." Twilight nodded and they both lit their horns. Their magic sowed together and connected with Lilly's set and started carefully shrinking it in the certain parts to have it fit without crushing Lilly. When they were done they stopped fueling the spell and let it fade away. "Hmm...I believe we did a fine job.'' Twilight smiled.

"Yup, It really fits you Lilly." Orion agreed.

"Thank you guys!" Lilly started walking towards Twilight. "So this is Pyre? He's really cute." Pyre smiled proudly and shot a smug look at Twilight and Orion who rolled their eyes.

"We've lost enough time already." Twilight drew attention to herself. "Lilly, get ready to fly..And I'll warn you, you might get sick." Twilight gave her saddle bags to Orion and lifted him onto her back and Pyre perched himself on her head. Twilight gathered her magic and teleported them several feet above them and to the sky above the ruined Everfree City.

They staggered a bit before Twilight and Lilly leveled out in the air. Pyre got off Twilight's head and started leading them to Fillydelphia. They started flying behind Pyre and they very soon passed over The Castle of the Three Royal Pony Alicorns...just when Nocte's squadron arrived.

Twilight spotted a slight glimmer under them. She looked down to see eight flying forms quickly gaining height. As they got closer she recognized them as the night guard armor.

"Not again!" Twilight complained "Quick! Fly faster!" She ordered, Lilly looked back at her with a questioning look until she spotted the Thestrals following them and started flapping her wings harder.

Twilight struggled to gain speed with Orion hanging onto her for dear life. She turned her head to face him. "Hold onto my mane! Your life depends on it!" She screamed back, struggling to be heard through the gashing wind. She got her answer as she felt Orion grab onto her mane with great force. She summoned magic into her horn and slowly started crafting it into a spell that wrapped around Orion and started to slowly shrink him to the size of a mouse, and then she brought her magic into a second layer to her spell making Orion slowly weigh a lot less.

"Pyre!" She called out to her phoenix and it slowed to go at her speed. "Grab Orion in your claws." Pyre did as she asked and grabbed a very squeaky sounding Orion trying to complain.

Twilight now started to speed up in time to see a shadow being cast upon her. She looked up to find a very annoyed Nocte looking down at her like a hawk would eye it's prey. When he realized she had noticed him he dove at break neck speed. Twilight rolled sideways and barely avoided his strike, proud that she managed to do the stunt.

Nocte didn't have time to break, it would slow him down, instead he continued and used the momentum to glide and gain height using his speed. Meanwhile, Crescent kept up pressure on Twilight. She flapped her wings faster to level out with Twilight she then switched her weight and placed herself under Twilight, then she used her superior speed to make a backflip passing in front of Twilight and went to tackle her from above.

Twilight, having anticipated this conjured up a shield before Crescent slammed into her, Crescent instead slammed into her shield and knocked herself out, falling and making another Thestral catch her, keeping them both out of the pursuit. Twilight staggered but recovered from the blow to her shield.

She looked at her companions, Pyre was playing with three of the pursuers making them hit each other while he joyfully glided between them with great agility and accuracy. Lilly was doing loopy loops without stopped and confusing her pursuers. Twilight smiled and almost missed the blur coming towards her, when she noticed Nocte coming after her again she used her wing power to stop dead in her track. Nocte slowed down in time to stop before her and charge her.

With a powerful flap, Twilight did an aerial swan dive over Nocte. She raced towards her friends, Lilly had already lost her pursuers and grouped up with Twilight, together they approached Pyre, who was still busying himself playing with the Thestrals, Twilight waved him over and he dashed next to her. "Lilly, prepare you stomach, you too Orion. Pyre, let's show these sentinels what speed really means!"

Twilight grabbed Lilly with her magic before she could ask what she was going to do. Twilight gathered a large amount of magic in her horn, the static caused her bangs to start raising until she sent all that magic into her wings. She and Pyre dashed away, leaving the pursuing Nocte in the dust, or wind, and two streaks in the night sky, one was orange and yellow ant the other was dark purple with magenta and pink streaks and with stars in it. They also left the panicked screams of Lilly and Orion, Lilly being dragged along with a magic rope and Orion trapped in Pyre's claws.

They flew with one goal in sight, Fillydelphia.