The Opera Phantom Discord

by Alexandrite Ward

First published

Fluttershy's father is captured by the villianous Discord, Phantom of the Opera! Can she save him while being pursued by the handsome and charming Prince Blueblood?

Fluttershy's father is captured by the villianous Discord, Phantom of the Opera! Can she save him while being pursued by the handsome and charming Prince Blueblood? What if she were to take her fathers place? Ponies meet Phantom of the Opera with a splash of Beauty and the Beast!

Plese check out a BRAND NEW 37 minute animated episode of The Phantom Opera Discord by SisterStories, it is AMAZING! - DEC 2020

Please check out this fully illustrated video of the first chapter!

Edited chapters have notes in the authors comment section with a date.
FOR ALL READERS: Celestia is now Fleur De Lis in early chapters but I haven't gotten to later chapters to change it.

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Maris, Prance

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Story Summery: Fluttershy and her violinist father come to the Maris Opera House with hopes of making their musical dreams come true. However, all hopes are shattered after Fluttershy's father is kidnapped by the infamous Phantom. She boldly enters the forbidden catacombs, willing to offer her life for her father's. A dark portrayal of Discord and a very villianous portrayal of Blueblood, the two "suitors" for Fluttershy's hoof.


The two figures dressed in simple peasant clothes gazed up at the massive cathedral, Notre Mane. One of the figures, a young mare, stared at the rose window in fascination, watching the sun hit the glass, causing a rainbow of colors to illumine the pavement below. The other figure, a stallion who was entering the winter of his life, smiled at the filly next to him. "Maris, Fluttershy. We're in Maris."

"Maris…" the mare whispered, her eyes still focused on the beauty and majesty before her. They were actually there, in Maris, just as they had always dreamed.

The stallion sighed and put his arm around the mare's shoulders, gently guiding her away from the majestic cathedral. "Come," he said. "We must get to the Opera House, for that is a treasure in its own right as well."

Fluttershy nodded her head, although she did not look away from the cathedral until they turned a corner. The two walked quickly amongst the busy Marisians of all social classes. From the wealthy who rode in carriages and wore furs and silks, to the beggars who were hobbling on wooden crutches. There was beauty and poverty everywhere, yet none of it tarnished the wonder that Fluttershy saw in the city.

Finally, after a great deal of walking, the two reached the reason they had come to Maris in the first place. There it stood, the beautiful and majestic Opera House, a treasure in its own right, just as the old pony had said. They gazed up at the architectural masterpiece, their breath escaping their throats as grotesque stone ponies stared back at them. Fluttershy was lost in its wonder, but also felt a strange shiver run down her spine. Was it possible for buildings to have eyes? She knew it was a foolish notion, but still…it seemed almost as if it were staring back at her, searching her very soul.


The mare woke from her trance with a slight jump. "Yes Papa?"

He gestured for her to follow him, as he was already several feet ahead of her. Fluttershy blushed and quickly followed, helping him up the steps towards the front entrance. They had come to Maris with hopes to start a new life. Fluttershy had been born and raised in the country; her father was a musician from Sweetlan who had come to Prance with the hope of playing in a great orchestra. However, before he could begin to pursue his dream, he met a beautiful Prench mare and the two fell madly in love. The mare, Fluttershy's mother, was the daughter of a wealthy aristocrat and Fluttershy's father had little money, barely enough to please the mare's snobbish parents, who naturally refused the union. The two ran away to the country, where they were married by a village priest. They kept themselves hidden, praying that the mare's family would not discover them and force them apart. It would seem however, that instead, the mare's parents cut her off from the family completely, never once attempting to correspond with her.

But despite this sadness, both of Fluttershy's parents made their lives and home a happy one. Fluttershy did not know a day when she wasn't loved. And while some would examine Fluttershy's humble childhood and upbringing with disdain, Fluttershy wouldn't have had it any other way.

Yet at this very moment, as both she and her father passed through the grand doors of the Opera House, for the first time Fluttershy began to feel somewhat embarrassed about who she was and where she came from. There were only a few ponies in the grand hall, but the ones who were there were elegantly dressed in suits and dresses of fine linen, silk, and lace. The mares wore hats with tall plush feathers, and the stallions wore top hats and carried handkerchiefs in their suit pockets. It was the looks that both Fluttershy and her father received that caused her cheeks to burn red; the looks of a pony who was thinking, you don't belong here.

"Papa…" Fluttershy whispered rather timidly. "Perhaps this isn't a good idea…"

Her father, who was lost in the awe of the room and unaware of any hostile looks, turned his graying head swiftly, looking at his daughter as if she had announced she hated music! Which was far from the truth, for he knew his daughter's greatest passion was music. "What are you saying?" he hissed softly, pulling her off to the side. "You thought coming to Maris was a wonderful idea, why are you so against the thought now?"

Fluttershy bit her lip and looked around, trying to ignore the elegant stallions and mares who regarded the two of them with disgust. "We just…I don't know if we can fit in here," she whispered, feeling her cheeks burn brightly, especially at the look her father gave her after she uttered the words.

Yet before he had the opportunity to say anything, a pony in a maroon uniform and a bushy black beard appeared before the two of them. "May I help you?" the stallion asked, although anyone could tell by the tone in his voice that helping a pony was the last thing he wanted to do.

Fluttershy's father smiled and gave a short bow. "Monsieur, I have come with hopes that there may be an opening in your company's orchestra. I am a violinist, and while I do not like to boast, I have been told by many, including nobility, that I play exceptionally. In fact, I studied music at the conservatory-"

"Yes, yes, yes, that is all very well," the uniformed stallion muttered, waving his hoof to stop Fluttershy's father from babbling. "And who is this?" the stallion asked, nodding toward Fluttershy who timidly hid behind her father.

"Oh, my daughter, a fine singer if I may add. She-"

"We don't need singers," the stallion grumbled. "We have too many singers as it is, if you ask me. But…there may be a place for you monsieur," the stallion then motioned behind him to a door that led off down a dark corridor. "The managers are watching a rehearsal for next week's opera. They would be the ones you would truly wish to speak to. I do not know if they will hire you, the season has already been planned, but…one of our violinists has…gone missing..."

Fluttershy's brow furrowed at this news. Missing? What did that mean? "I would not wish to take another pony's place-" Fluttershy's father began, but the stallion in the maroon uniform quickly cut him off.

"Just go through that door, but be very quiet, Fleur de Lis is rehearsing."

Both Fluttershy and her father exchanged looks at the name, and then bowed their heads to the uniformed stallion. "Is Fleur de Lis a great singer?" Fluttershy quickly asked before the stallion turned away from them.

The pony grimaced. "Some…would think so…"

Her father quickly pulled Fluttershy to his side and hurried through the door the pony had indicated. It was a long dark corridor and the further they went, the louder the singing became. Fluttershy felt velvet rub against her. She realized that she was surrounded by black curtains, and up ahead she could see bright lights, indicating the stage. The singing grew louder and louder still, reminding Fluttershy of a time her father had taken her to the seashore and there were seagulls squawking on the cliffs above. Her father stopped, and the two gazed through a sliver in the curtains at the beautifully illuminated stage.

So this was what it was like, she thought. She was encased in a world of black velvet, stage hooves quickly lowered and lifted elaborate scenes by thick ropes and heavy sandbags. And a few feet in front of her, the stage, bathed in golden light, where dancers twirled and singers lifted their voices to the heavens; it was a dazzling picture of rhythmic chaos.

"Those must be the managers," her father whispered, pointing to two ponies who were dressed in fine suits and exchanging notes with one another while examining the stage. "Wait here," he said, before quickly moving off to the side in hopes to have an audience with the stallions.

Fluttershy barely heard a word; she was lost in the spectacle before her. While gazing out through the curtains was nothing compared to sitting in a box, or so she assumed as she had never been in one, it was as if she were gazing at a piece of the world that few could see. Indeed, this view of the stage felt very sacred.

"Hey!" she jumped at the sound of a gruff voice. A stage hoof grabbed her by her shoulders and whirled her around to face him. "What are you doing back here! No one is allowed back here!"

Fluttershy was terrified, especially when she smelled the alcohol on the donkey's breath. His hooves were large and dirty and the pressure on her shoulders hurt. He then seemed to look at her differently, and a toothy grin spread across his face. "You best come with me little one…" he slurred.

"N-n-no thank you…" Fluttershy whimpered, wriggling her shoulders out of his grip.

"Come on, Cranky Doodle Donkey won't hurt you…" he reached for her again, but Fluttershy quickly moved out of the way, causing the stage hoof to run into a prop, which made him lose his balance, and before he fell completely, he grabbed hold of a piece of scenery and the whole thing came crashing down.

There were several screams by dancers, but none compared to the cry by the prima donna who was nearly knocked over by the crashing piece of scenery."Fleur de Lis! Fleur my darling!" a rather rotund pony reached for the shaken singer who was fanning herself as if to keep from fainting. However, the second the stout little pony reached her side, she pushed him away and seemed perfectly fine.

"WHAT IN GOD'S NAME IS THIS!" the mare screamed, pointing at the crushed scenery. Everyone else was at a loss for words, including the two managers who were simply staring in horror at the stage. Fluttershy turned a deep shade of red, knowing she was in full view for everyone to see. Her father shared the same expression of horror as he locked eyes with hers. "YOU!" Fluttershy jumped as she realized the grand mare was addressing her. "WHO THE HELL ARE YOU AND WHAT THE HELL ARE YOU DOING!"

Fluttershy was scared speechless. What could she say? A simple sorry wouldn't necessarily do much good at this point. "WHO ARE YOU!" the mare demanded.

Everyone was surprised, including Fluttershy, when the voice that spoke came from the old stallion standing next to the managers. "A thousand apologies madam, it was an accident, my daughter didn't mean-"

"YOUR DAUGHTER?" Both Fluttershy and her father regretted the words the second they left his lips. "AND WHO THE HELL ARE YOU!" she demanded.

"Senora, please, do not stress your lovely voice-"

"SHUT UP!" Fleur de Lis barked at the manager who attempted to ease her.

"Monsieur Time Turner," he gave a deep bow. "And this is my daughter Fluttershy, we have come with hopes that I may find a place in your orchestra, as I was just discussing with these gentlecolts. My daughter has a passion for singing and we were hoping that she may also find work in the chorus." It amazed Fluttershy with how calm her father spoke, despite this mare who looked ready to rip one's throat out.

"Is that so?" Fleur growled, her voice not as loud, yet even more menacing.

"Indeed!" cried one of the managers, quickly stepping in. He was a tall stallion, middle aged, with a dark mustache. "Monsieur Turner may help us as Monsieur Caramel has been missing for quite some time. We are in need of a violinist to fill the stallion's place."

"Yes, quite so!" remarked the other manager, a slightly older but remarkably similar gentlecolt. "After all senora, was it not you who mentioned yesterday that it was impossible for you to find your notes due to the missing violin?"

Fleur's eyes turned into slits as she gazed upon the managers. "I do not need musical help of any sort, my talents are gifts!" she spat. "And as for that pony and this…this…little…country bumpkin!" she retorted, looking upon Fluttershy with fury, "I will not perform on this stage knowing that a little stupid clumsy-"

There was a loud groan and suddenly a figure rose from a heap of black curtains, belching as he came to his feet. "Cranky Doodle Donkey!" the mangers said at once.

The stage hoof turned to look at the ponies on the stage, all of whom were staring at him with surprise. "W-w-what?" he hiccupped.

"The donkey is drunk!" one of the mangers cried.

"And it was he who caused the accident!" the other shouted.

"Shame on you!" they both yelled.

Cranky Doodle Donkey simply looked confused.

The rotund pony who had shown great concern for Fleur de Lis earlier stepped forward and slapped Cranky Doodle Donkey hard across the face. "You nearly killed my beloved Fleur de Lis!" he accused. "You drunken lout! Apologize to her at once and then leave this place immediately!"

Fleur de Lis rolled her eyes. "Do shut up Fancypants," she groaned.

However the mangers were quick to agree with Fancypants, the Opera's leading tenor. "Indeed! You're fired Cranky!"
Cranky Doodle Donkey’s only response was another disgusting belch.

"So you see madam?" Fluttershy's father quickly intervened. "It was all a mistake; my daughter had nothing to do with this accident."

Fleur de Lis hated to be proven wrong, and she hated it even more when she couldn't have her way. "If we must have a new violinist, then so be it, but I will NOT have that mare share the same stage as me!"

"Of course not!" both managers quickly appeased. Fleur de Lis gave one final glare to the petrified mare, then turned on her heel and exited the stage with Fancypants right behind her.

Everyone let out a long weary sigh of relief. "Turner?" addressed Flim. "You must understand this is a trial period. We don't normally hire stallions right off the street, there are plenty of ponies out there who can play a violin for a few coins. But we are desperate right now for someone to fill Monsieur Caramel's place."

"I understand," he whispered.

"If Monsieur Caramel does not return, and if you do as well as is expected, you may stay and take his place in the orchestra," Flam, the taller of the two managers, added.

Fluttershy's father gave another low bow. "Thank you monsieurs. And…my daughter?"

"Yes, your daughter," both managers grumbled, looking at Fluttershy who was desperately trying to help some of the stage hooves and dancers with fixing the fallen set. "We are in no need of singers, our chorus is quite full and the season is already scheduled. But…" Flim glanced at the mare. "We may find some place for her in the costume department or something like that."

"Oh! Thank you monsieurs! Thank you so-"

"Yes, yes," Flim muttered with a wave of his hoof. "Seek Madame Luna, the dance mistress; she will help get the two of you settled. Come Flam, we must talk, I'm afraid there's been another note…"

Flam rolled his eyes to heaven. "Not another one! What are his demands this time?"

"The usual," Flim muttered, "and then of course, some others as well."

The two managers stalked off, grumbling and complaining all the way. Fluttershy then came to her father's side, looking hopeful for him. "So? Will they let you play?"

He smiled at her and nodded his head, although his smile quickly changed. "I'm afraid I couldn't get you a place in the chorus, I'm so sorry-"

"Oh Papa, please, don't apologize, I do not need to be in the chorus, it matters more that you can play as you've always dreamed."

"But my child, you have dreamed of singing on the stage, have you not?"

Fluttershy shook her head, although it was flat faced lie and her father knew it. She did have dreams of singing on the stage, but there were more important things, such as getting food on the table. And right now, there best chances were for her father.

He sighed and put his arm around his daughter's shoulders. "Come, we must find this Madame Luna, she is to help us find lodging." Fluttershy nodded and followed her father, although before she did, she felt an odd eerie feeling…as if she were being watched again. She looked up to the boxes but saw nothing. Her imagination running wild again, she mused. Yet she couldn't help but wonder if such a place, as old and majestic as this, could be haunted? Her mother read gothic romances and mystery tales to her as a child, causing Fluttershy to stay awake at night afraid of what the darkness would bring, but also filling her with excitement at the turn of every page. It was foolish, she knew, but this place seemed to resemble so many of those tales. The thought of ghosts was rather exciting, and perhaps even a little romantic.
Her father called her name, and she quickly turned and hurried after him, yet gazing one last time at the auditorium. Maris…they were truly here! And they were in the Maris Opera House, and she was standing on its stage! She sighed dreamily, imagining what it would be like to perform. But her sigh turned to one of sadness. That was all it could be…a dream.


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"Did I please you monsieur?"

He groaned, awoken from his trance by the mare's voice. Yes, the pleasure was pleasing, but always brief.

"You pleased me very much, my dear," he grunted, backing away. The mare seemed to pout a bit, but only momentarily and quickly dusted herself off.

"Is there anything else I can do for you, monsieur?"

He didn't want to look at her. This was the part he always hated. He was a stallion with needs like any other, and when he needed release from the cravings of the flesh, he knew exactly where to find them. The city was littered with prostitutes who were willing to do far more than he had asked of this mare. However, he wanted to keep the encounters as brief as possible. After he received what he wanted, he would give the mare what they wanted.

"Here," he muttered, tossing the mare several gold coins.

The mare's eyes widened in amazement. "But monsieur, this is too much for a mere-"

"My dear," he whispered, with as much calmness as he could muster, "you are a mare of great talent. You deserve every penny."

The mare said nothing, she wasn't about to argue over money. She quickly tucked the coins into her bodice, yet attempted to peer past the shadows that covered her customer's face. She had seen him before; this wasn't the first encounter the two of them had shared. He was a mysterious pony; only seeking out "company" long after dark, and always refusing to go indoors. He preferred dark lonely alleys and hard stone walls to soft feather beds. She had seen him here with other mares as well, sometimes seeking the pleasure she had provided for him, sometimes seeking more. But he himself never changed, always sticking close to the shadows and keeping his face covered with the collar of his cape. She shrugged her shoulders, thinking it didn't really matter what he wore or how he behaved, so long as she got paid.

"Shall I be seeing you again soon monsieur? Are you sure there isn't anything I can-"

"Yes," he growled. The mare jumped at the sound of his voice, not expecting the frightening tone. He quickly began to move away from the mare, holding onto his last strand of sanity.

"You've been paid, now go, quickly…and don't say a word about any of this," he warned, before turning on his hoof and disappearing into the shadows, his cape billowing behind him.

The mare had no idea how lucky she was, he thought disdainfully. If she had spoken one more word, his patience would have fled entirely and there was no telling what he would have done. Indeed, it was good that he left when he had. He hated falling pray to his baser needs, but was forever grateful for the small bit of magic he possessed allowing him to look like a pony, if only for a short while. Most magic had died out in this world, falling prey to fast growing technology. Most ponies couldn't even cast a basic spell anymore. Horns had become nothing more that a show of status or wealth.

Quickly, silently and swiftly, looking like a bat in the night air, he returned to his sanctuary, where the demons that threatened to consume him could be kept at bay by the power of his genius.
She gazed out the window at the night sky, pleading for the clouds to reveal the glow of the silver moon and allow its welcoming beams to illuminate her tiny bedroom. She sighed, leaning her head against the hard iron window frame, knowing it was a lost cause. There was a storm in the air; she could feel it in her bones. Years of living in the country had hued such detection skills within her. Fluttershy sighed again and wrapped her blanket around her body, shivering, but not from the cold night air.

She had awoken only a few moments ago from a strange dream that caused her body to tremble violently. She was confused; her surroundings were strange and after a brief moment's pause, she remembered that both she and her father were staying at a cheap flat only a few streets away from the Opera House. Indeed, she could see its domes rising over the rooftops in front of her. And once again, she had that strange feeling that it was looking right back at her, even through her…

"Oh Mama," she whispered, feeling like a filly and wishing for her mother's soothing voice to calm her and tell her everything would be alright. That despite the stories Fluttershy begged her mother to tell, there really were no such thing as monsters or ghosts. Fluttershy cursed herself for thinking earlier that ghosts were romantic. She was lost in the beauty of the Opera House; now after having that strange dream, she felt ghosts could be anything but.

"Maybe it wasn't a ghost," she whispered to herself. "Maybe it really was a stallion…" she shook her head, feeling so foolish for analyzing something that meant nothing to her. It was a nightmare, pure and simple. And now she was awake and the dream was gone. She was safe, and things for both she and her father were going to be alright. He was to play the violin for the orchestra, and she was…going to work as Fleur de Lis' costume pony. The very thought turned Fluttershy's stomach.

She recalled how her father would not stop apologizing to her that whole afternoon while they moved into their new flat. "I can always tell them that I won't play if you are not given a place in the chorus-" She stopped him immediately and scolded him for daring to think such things.

She reasoned with her father, explaining to him that she was still young, she had plenty of opportunity in her life to be a singer, and she could always audition for the next season. And they could not afford to play such silly games with the managers to simply cater to her dreams. This was their only chance of survival. Fluttershy cursed the family of her mother, hating them for buying the farm right out from under her father and throwing both of them off their own land. It was done as a punishment for "stealing" their precious daughter, a mare with whom they had not contacted since the day she ran away to be with Fluttershy's father.

They had no where else to go except Maris. And if her father had been refused, then the only other option would be the streets.

Yet things were going to be alright, she reminded herself. While his position was deemed merely temporary, she was sure that once her father played for the orchestra, they would find something permanent for him. He was such a great musician, and it was he who inspired her love for music. That evening, before they had gone to bed, he played a few tunes on his violin and she sang along. It was just as if they were back on their small country farm. Fluttershy sighed again and quickly wiped the tear that was threatening to trickle down her cheek. While the splendor of the city was certainly dazzling, she missed her simple home.

She gazed one last time at the Opera House before shutting her window and returning to bed. She would dream of singing, instead of ghosts and monsters. She would work hard to win Fleur de Lis' favor and audition for the company the following season. Yes, that was what she would concentrate on. She smiled at her determined thoughts, and closed her eyes, waiting for her dreams of singing at the Opera House to fill her head.

But it was a different music that invaded her senses, a passionate melody that haunted her being. Somewhere in the night, across the miles of darkness, there was music; a sad sweet song that squeezed at her heart. And when she dreamt, it was that song she sang.
The day had been long for Madame Luna, the rigid dance mistress that all the stage hooves feared. No one dared to cross paths with her, not even Fleur de Lis. Everyone believed that Madame Luna's icy demeanor came from an old knee injury that prevented her from ever dancing again, or the fact that her own daughter was the rising star, and she was being over protective. If they only knew the whole truth, she thought to herself. Yes, it had been a long day indeed; after a vigorous rehearsal she was left to find lodgings for the new violinist and his daughter. She didn't say much to either of them, yet observed the two closely, judging whether or not they could be trusted. Satisfied that they could be, she thought despite the late hour, now was as good a time as any to tell him of the day's events.

There were many secret passages that led to his lair; she knew about half of them. She also knew where to avoid the traps he set for intruders. Dressed in her traditional matron's black, she walked with dignity through the tunnels to where there was light burning in the distance, as well as the rising cords of organ music.

As she grew closer, there were movements off to the side. Any other pony would have run screaming, but she continued on, nodding her head to the figures that watched from the shadows. Finally, she came upon a clearing in the cavern, where hundreds of candles lit the room, illuminating the space in an orange glow. In one corner sat a caped figure, hard at work over a piece of music.

"I do not recall inviting you here madam," spoke a cold dark voice.

"I was not aware I needed an invitation, monsieur," she replied just as coldly.

The figure chuckled. "It would never matter; you come as you please, just like me."

Madame Luna felt the corners of her lips twitch at that. "We are more alike than you can imagine, Discord."

He made a sound to her words and continued going over the score in front of him. She stood silently while he played several cords on the organ before him, before stopping and examining the music again.

"A new opera?"

He smiled. "I'm already hard at work planning the next season." He picked up a pen and made a few changes on the sheet of music. "So what brings you here besides the dazzling conversation?" he asked, his voice dripping with sarcasm.

Madame Luna was not one to beat around the bush so she spoke quite plainly. "The managers hired a new violinist."

Discord dropped the pen and his muscles went rigid. "Today?"


He slowly turned to face the dance mistress, his eyes ablaze with fury. "When did this take place?" he asked, his voice fighting for calmness.
Madame Luna knew he did not like it when anypony focused on his face or body. She glanced briefly to see whether he was masked or not and if his body was covered. She was pleased to see that both were. "Just this afternoon, around three. I did come to tell you shortly after dusk, but…I learned you were otherwise…engaged."

Discord ignored the disgust in her voice and brushed past her to where he kept more parchment. She sighed and continued speaking. "Are you truly surprised? They have been in desperate need of a new violinist since…the rather surprising 'disappearance' of Monsieur Caramel…" she watched him for any reaction, but received none. "Discord, what did you do with the pony? Was his playing that offensive to you?"

He ignored her statements, showing no emotion to any of her words. "Who is this stallion, this new violinist?" he demanded, not looking her.
Typical, she thought. "His name is Time Turner."

"Means nothing to me," Discord icily replied, brushing past her again to the organ. He sat down and began furiously writing notes on the new parchment. "Can he play?"

Madame Luna sighed. "I have not yet heard him, but I do believe he will do the orchestra good."

Discord scoffed at her words. "Amazing how a pony who has not even played is regarded as a musical genius." He was extremely displeased. He knew the managers of the Opera House were idiots, but he never thought they would hire a random pony off the streets who held a violin in his hooves.

Madame Luna knew he was extremely upset. Discord disliked change, and quite frankly, he had been in a bad mood for the past two years ever since Flim and Flam became the Opera House managers. Unlike all the others before them, these two didn't follow Discord's instructions very well, not to mention their love for money was far greater than their love for music and art. Hence why Fleur de Lis was the star. "And those fools actually think they run this theater," he growled beneath his breath.

"Please be kind Discord, they have no where else to go," Madame Luna pleaded.

Discord's head popped up from his writing. "They?"

She sighed. "Yes, Monsieur Turner and his daughter."

Discord rolled his eyes and groaned loudly, before arranging the music just so and trying the new notes on the organ. "I detest fillies; I will not allow a filly to run around in my theater!"

"Mademoiselle Fluttershy is a mare, Discord."

He stopped his playing momentarily. "Oh?"

"Yes…a young mare still, if you ask me. She just turned 20."

"Ah, I see," he whispered, before resuming his playing. "A spinster then."

Madame Luna rolled her eyes. "Hardly. She is no older than my own daughter, and she had hopes of joining the chorus-"

"Do not tell me they hired her too?" Discord groaned, turning and looking at the dance mistress. "We don't need any more singers! We have the right amount for pitch and quality; I thought that was perfectly clear to those fools! "Discord stood up swiftly, knocking over the stool he was sitting on. He began to furiously pace, his breathing becoming harsh and uneven. "The only singer I would welcome is someone to replace that harpy they have warbling day after day! That, madam, is why I must flee this place now and then…if I don't, I'll become madder than I already am…" he sighed and slowed his pacing. If he could, he would kill Fleur de Lis this very night, and he would have no regrets whatsoever. It was this infernal mare's pleas that kept him from doing so. It was also the fact that Fleur de Lis, being a supposed "star" would no doubt cause a riot of some kind. But one day, if things went too far, he would throw caution to the wind and do what he had been longing to do ever since she first stepped hoof in his Opera House and opened her mouth.

Madame Luna saw the rage written across Discord's masked face and quickly continued, hoping it would calm him.

"Mademoiselle Fluttershy was not hired for the chorus…she is to work as Fleur de Lis's costume pony."

Discord relaxed somewhat, but a new rage began to spread within him. "These fools will hire anyone, won't they?" He began to pace again. "A costume pony is even worse! Gives her more of an excuse to snoop around! She could trespass easily, and then I would be forced to take matters into my own claws, and you know as well as I, madam, that I can not abide trespassers." His voice was dark and cold. It sent a shiver down Madame Luna's spine, for she had seen what Discord had done to previous trespassers.

"I warned them both about not going below the stage or taking unknown corridors."

"Do better," he hissed, before stomping back to the organ and fixing the stool so he could resume playing. Discord was one who treated music as precious glass…yet at the moment he was banging the keys with a blind fury.

Madame Luna took a deep breath, knowing there was only one way to calm his anger. "Fleur de Lis accused the young mare for trying to murder her…"

Discord suddenly stopped his playing, his head perking up at the words. "Really? Go on..."

Madame Luna couldn't help but smirk. "Fleur de Lis was rehearsing and Mademoiselle Fluttershy was watching from behind the curtains. Apparently a stage hoof attempted to grab Mademoiselle Fluttershy, who side stepped him, causing him to run into a piece of scenery which nearly crushed the managers' beloved star."

Discord rarely laughed, but he found himself grinning at this tale. "Tis a pity the scenery did not succeed," his playing became softer and gentler. "And Fleur de Lis accused the mare?"

"Yes," Madame Luna replied. "Although it was not her fault. It was Cranky Doodle Donkey who caused the accident…" she paused before continuing. "You should know that he was fired."

Discord only momentarily paused from his playing. "That shouldn't bother you," he whispered. "I recall you cursing his name many times for his leering at your precious dancers."

"True," Madame Luna said. "After all, the donkey was a drunkard, as well as a lout. But I know in some strange way he did you some good."
Discord nodded his head. "Cranky Doodle Donkey told more dark tales about me than any of my notes could have done. Because of him not one stage hoof or dancer dares go far below the stage." He turned the music and continued his playing, the music calmer, sweeter. "Still, it is a small loss…the time would have eventually come when I would not have been able to stand the donkey and have killed him myself."


"My dear mare, when are you going to get a sense of humor?"

She eyed him warily. "Perhaps when your jokes are actually funny."

He couldn't help but grin a little at that. "Touché, madam, touché."

She sighed and turned as if to go, but paused momentarily. "You will not harm them, will you?"

Discord did not miss one beat of his playing. "If you are referring to Monsieur Time Turner and his little charge, then no…so long as his playing is decent and she stays in her place and they all follow my rules."

Satisfied by this answer, Madame Luna turned to leave. Like their greeting, there were no formalities when they parted. She climbed the steps and took the passages that led her out of Discord's purgatory to the pony world. All the while, his music followed her every step.
Discord continued his playing, however his mind was wandering to the news that was recently shared with him. He wasn't sure why, but he was deeply intrigued by the Opera House's new tenants. He would have to pay a visit to Monsieur Turner and his charming daughter. He found himself wondering about her, wondering what she was like, how she looked, whether she had a love for music. Could the mare sing? Madame Luna said that she had hopes to join the chorus. He brushed the thought away, knowing there were many ponies who auditioned year after year to sing in the Opera, and few had talent of any kind. This mare was probably no different from them…yet why did this unknown mare intrigue him so?

The tensions that drove him out earlier were beginning to rise again. No amount of music could soothe this need. He cursed his weakness and adjusted his cloak so that his masked face could be hidden. Damn him, and damn this mare for causing such weakness. Indeed, he would find out more about her, and perhaps, just perhaps, she could satisfy these primal urges that possessed his soul and kept him as a beast . . instead of a pony.


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The elegant carriage pulled up in front of the Opera House, causing several ponies on the street to stop and whisper amongst themselves. The driver quickly jumped down from his seat to open the door for the carriage's occupant. Several mares who were walking stopped and stared at the figure that arose from the carriage; those who were holding fans immediately began to rapidly fan themselves.

He was a tall stallion, slim but muscular as was the fashion at the time. He was elegantly dressed in a gray suit with a high collar, his black shoes polished and glistening, his white tie tucked into his slightly ruffled tunic. A top hat made of black satin crowned his golden blonde mane which feathered just slightly off his neck; he tipped it to the mares who were admiring his emergence. He stepped down from the carriage steps, muttering words to his coachcolt while he dusted himself off. He lifted his eyes to the Opera House and smiled; his face was clean shaven, his posture straight, his teeth white, his eyes a sparkling green. And when he began to walk up those steps, there seemed to be this air of power that followed him with every step. He was like the sun, dazzling at first sight, and forever burning an image within your mind's eye after he had disappeared from view.

Inside the Opera House, things were well underway for the opera that would be kicking off the season in a matter of days. Dancers were frantically perfecting their steps, while stage hooves worked on sets and the orchestra tuned their instruments. Fluttershy's father was turning out to be the toast of the orchestra. In a matter of hours he was close to perfecting the score for the upcoming opera; the managers were well pleased with their decision.

Sadly, Fluttershy herself was not having the same good fortune. When Fleur De Lis first discovered that Fluttershy was to be her costume pony, she had a fit that could rival the most spoiled of fillies. She screamed, stamped her feet, swore in Italian, and then stomped off to lock herself away in her dressing room for a good hour, while the managers stood outside her door and pleaded for her to come out. Fluttershy rolled her eyes to the whole incident, thinking that despite Senora Fleur De Lis' elegant dresses and years of stage experience, a dog could both sing and act better. While the managers pleaded, Fluttershy busied herself with her tasks, mending costumes that had snares, and ironing ones with wrinkles. She delicately laid them out, examining them closely to see if she had missed any repair work, all the while feeling as if someone…or something, were watching her.

Ever since she and her father had arrived that morning, Fluttershy had the suspicion she was being watched. By whom, she had no idea, for every time she turned her head to look, she saw no one. The feeling was strange; most of the time she felt chilled and uneasy, but she would also feel admired and…she blushed when she recalled feeling somewhat, aroused. She shook her head to the whole thing, believing that once again, it was her imagination running wild. And any other thoughts on the matter were quickly disposed of as Fleur De Lis returned, dabbing her nose and eyes with the handkerchief Flim had given her. Flam, Flim, and Fancypants followed, each filling the air with praises to her. The whole thing made Fluttershy sick.

Fleur De Lis waved her hoof, which temporarily stopped the three stallions from making further idiots of themselves, and turned to Fluttershy. "I have decided I will allow you to continue being my costume pony," she sweetly purred, a fake smile creasing the corners of her lips.

Fluttershy stared at the mare.

Fleur De Lis' sweet smile was beginning to fade. She shifted side to side and was tapping her hoof, as if waiting for Fluttershy to fall to her knees and thank God above for granting her this fine honor. Was the mare that conceited?


Fluttershy jumped at the sudden bark that escaped the prima donna's lips. Fleur De Lis quickly smoothed back a silky pink curl that had escaped from her shout. She smiled again at Fluttershy and said in that sweet voice she had used earlier, "Have you nothing to say, my dear?"

Fluttershy wanted to tell the mare what she really thought. She wanted to tell Fleur De Lis she had no talent, that while she strutted across the stage like a peacock, she sounded like a crow. She wanted to tell the mare that her behavior was disgusting and that there were more important things going on in the world than how one's hair looks or what fabric one's dress is made from. She wanted to scream, and perhaps even strike the mare…but she remembered her father and how desperately they needed this. So she swallowed her pride and lifted her chin.

"I have repaired the silk ball gown you were planning to wear for the opening gala."

Fleur De Lis stared at the mare. Fluttershy showed no emotion on her face, but inside she was laughing at the blank expression she was receiving from the so-called great star. Not the answer Fleur De Lis was expecting, let alone looking for, but it was not one she could scream at either.

"What a smart little thing you are," she said through clenched teeth, mustering all the sweetness her voice could create. Fake pleasantness was perhaps the worst acting Fleur De Lis could do.

Fluttershy smiled, placing the gown gently back down on the table, while the managers and Fancypants exchanged worried looks between one another, knowing that the young mare was playing with fire. "Well!" Flam interrupted. "I must say, keep up the good work mademoiselle, you'll do fine in the opera business I'm sure!"

Fleur De Lis only gave Fluttershy a cold smile. "Yes my dear, do show me what else you've accomplished. I can see that life in the country has perfected your skills in…humble domestic crafts."

Fluttershy flinched to the stinging words, but refused to show Fleur De Lis any sign of their effect. "I shall…there is one that I have pinned together that was literally falling to pieces…" She turned to retrieve the dress, while Fleur De Lis took the hot iron Fluttershy had used earlier and placed it, hot side up, near Fluttershy's legs. The second the mare turned back, she gave a yelp of pain as her skin made contact with the iron, causing her to drop the dress in her hooves onto the floor (thus sending pins and pieces flying every which way) and to knock the iron over with her elbow and land on a beautiful white silk gown.


The managers turned quickly to Fleur De Lis' shouts, and Fancypants was by her side in a second. "My darling! What happened? What did the wretched mare do?"

Fluttershy was still rubbing the painful burn on her leg before she realized what had happened. She gasped and lifted the iron off the dress, but the damage had already been done. A large brown stain and several tiny holes remained on the dress as souvenirs from the iron. Fluttershy lifted her shocked eyes to Fleur De Lis' face, surprised and enraged upon seeing the smirk in the mare's eyes. "This…this little idiot has ruined two of my costumes!" she shouted to both Fancypants and the managers who had rushed to her side. "She has not only ruined the gown I must wear for Faust by sticking atrocious pieces of fabric to it, but she has also burnt a hole in the silk gown I must wear for Hannibal!"

Flim and Flam stared at Fluttershy, not sure what to say, but knowing if they did not do something quickly, Fleur De Lis would explode. "Don't just stand there, fire this wretched little thing!" Fancypants shouted in defense of Fleur De Lis. He attempted to wrap his arm around her but she shrugged it off immediately.

"F-f-fire her?" Flam asked, glancing at Flim with worried eyes. With only five days till the opening night of the opera season, they needed Time Turner to play in the orchestra more than ever. If they fired the mare they knew they would lose him too. But they couldn't displease Fleur De Lis either! They were in a very tight spot indeed. "Perhaps we can come to an arrangement senora-"

"Arrangement?" Fleur De Lis exclaimed. "There will be no arrangement! This stupid little-"

A gruff male cough interrupted Fleur De Lis' shrieks. "Um…beg your pardon, but is this a bad time?"

The managers and Fleur De Lis turned their heads and all exclaimed at once, "MONSIEUR!"

Fluttershy, whose cheeks were still burning red from both Fleur De Lis' cruel words and foul tricks, stared at the stallion with whom the others appeared to be enamored. He was very handsome; tall, blonde, a bright white coat, and obviously wealthy judging by the clothes he wore. He looked right past the admiring managers who were crowding around him and stared into her eyes. She felt her knees go weak and reached out to clutch the table at her side.

"Good day," he said with an elegant bow of his head. Fluttershy swallowed the lump in her throat and gave the stallion a small curtsy. He smiled at her and she felt that strange feeling in her knees again. "Well, who is this pretty little thing?" he asked the managers who were still singing praises into his ears.

"Who? Oh! Just the new costume pony. Monsieur, we are so pleased you came to see us today. As you can see, we are well underway in preparing for the opening gala-"

"Yes, yes, it is all looking wonderful Flam," the stallion said with a wave of his hoof, his smile still remaining on Fluttershy. "And what is your name, mademoiselle?"

Fluttershy stared for a long time at the stallion, trying to find her voice, but it was Fleur De Lis who spoke in her stead. "What does it matter? The mare is incompetent with costumes, as I'm sure she is with everything!" she thrust the burnt dress in the stallion's face. "See what I have to put up with monsieur?" she pouted. The stallion gave a weak smile to the prima donna before turning and looking to the managers for answers.

"Oh! Um…" Flim glanced at Fluttershy, trying to remember the name. "Shy…Fluttershy, I believe."

Fluttershy frowned and lifted her chin, looking directly into the handsome stallion's eyes. "My name is-"

"Silence!" Fleur De Lis barked, throwing the burnt gown in Fluttershy's face. She then turned and smiled sweetly up at the gentlecolts. "My dear monsieur, had I been expecting your surprise visit I would have dressed more elegantly for you." The stallion smiled warmly at Fleur De Lis as she batted her eyes, causing Fancypants to fidget with jealousy.

Fluttershy glanced back and forth between the handsome stallion and the cow that had burnt her. The two acted as if they knew each other…rather well.

"Monsieur, um…we have some matters of business to discuss with you. There have been some notes-"

"All in good time Flim," the stallion answered without taking his eyes off Fleur De Lis. "I first have some matters of business to go over with Senora Fleur De Lis. She has written to me of her displeasure with the way things are run here…" he glanced at the managers, the handsome smile disappearing and being replaced with a serious frown.

"D-d-d-displeasure?" both stallions stuttered, looking at one another and Fleur De Lis in horror.

"Yes," Fleur De Lis snapped, linking her arm with that of the handsome stallion. "Much displeasure and hiring that mare is now on the top of my list!" she began to lead the stallion away from the managers who were too flabbergasted to utter a single word. "Come monsieur," she said with a twirl of her skirts. "Let us go to my dressing room to talk things over."

The stallion turned his head back to Fluttershy and gave her one last charming smile before he was literally dragged away by the boorish opera star. Fluttershy's face continued to burn as she watched the two walk away, her emotions confused. Yes, the stallion was indeed handsome, and his smile appeared warm and inviting, while his words and manner were quite charming. But there was something about him that didn't seem right; it was probably the company he seemed to prefer to keep.

The managers finally dashed away, both pale and stuttering worries about what must be done to please Fleur De Lis. Fancypants immediately followed in Fleur De Lis' wake, trying to catch up with the pair. Fluttershy sighed, looking at the burnt costume in her hooves, wishing she had intentionally caused the burn with Fleur De Lis in the costume. She bent down to retrieve the dress that had fallen apart on the ground when a small voice caught her attention.

"I can't believe it…he actually spoke to you!"

Fluttershy glanced up, seeing that the voice belonged to a petite dancer with long purple hair and wide eyes. It was Twilight Sparkle, the lead dancer and daughter of the dance mistress. "Do you know who that was?" she asked Fluttershy, her voice filled with excitement. Fluttershy shook her head, confused at Twilight's behavior.

"Twilight! Was it him? Has he come back?"

Twilight grinned and nodded her head to several other dance mares who were standing back a little ways. The group burst into squeals and excited shrieks. Fluttershy needed answers. "Who is he?" she asked, rather irritably.

The mares looked at one another, rolled their eyes, and then exploded into giggles again. Twilight however kept some composure, at least enough to explain. "He's Prince Blueblood!" Fluttershy's blank expression forced the mare to continue. "The highest paying patron of the Maris Opera House!"

At last it all fitted together. That was why the managers were falling over themselves and why they panicked at Fleur De Lis' mention of displeasure. Fluttershy stared after the direction the Prince had disappeared, feeling like a fool for thinking that for a moment he admired her, and that she thought him kind and charming. She may have lived in the country all her life, but Fluttershy was no fool; a stallion with wealth and a title only looked at a mare in her situation for one thing.

"Mares!" the dancers stopped their giggling and quickly scampered back to where they should have been practicing. Madame Luna emerged from the curtains and looked crossly at all of them. "Twilight!" she barked at the embarrassed mare. "What is the meaning of this?"

Twilight fidgeted and bit her lip. "I'm sorry Mama, it was just…" Madame Luna lifted a dark eyebrow, awaiting her daughter's answer. "It was just…well…we saw the Prince Blueblood, and-"

Madame Luna's face paled at the name. "The Prince is here?"

Twilight nodded her head, her face turning from embarrassment to worry. "Mama, are you alright?"

Madame Luna gave her head a quick shake to compose herself and lifted her chin, her face returning to its cold expression. "Do not let me catch you or any of the other mares wandering away when you should be practicing," she ordered through tight lips. Twilight nodded her head, still looking concerned, but scampered off in the direction the other dancers had gone.

Fluttershy stared up at the ballet mistress whose face returned to one of worry. She fidgeted slightly, biting her lip, and glancing about wildly. "Madame? Are…are you alright?" Fluttershy placed one hoof gently on the mare's arm. "Is there anything I can get you? A glass of water perhaps?"

Madame Luna finally acknowledged Fluttershy, but her expression did not change. "Where did he go?" was all she asked.

What was going on? "He left with Senora Fleur De Lis…they are going to discuss 'business matters' in her dressing room."

Madame Luna lifted an eyebrow at Fluttershy's statement. "Well he'll be occupied for some time," she muttered under her breath.

"I beg your pardon?"

Madame Luna looked at Fluttershy and smiled at her. Despite what the stage hooves may have muttered about the mare, Fluttershy could tell the dance mistress truly had a warm heart of gold under the cold exterior she showed. "Thank you my dear, but no, I'm truly fine." Without another word she turned and quickly walked away, leaving a confused Fluttershy in her wake.

"Fleur De Lis, I must implore that I stay-"
Fleur De Lis groaned and gave Fancypants the cruelest of looks. "Be gone! I have many important matters to discuss with the Prince and I do not need you breathing down my bodice!"

Prince Blueblood couldn't help but chuckle at the prima donna's words. He stood just outside Fleur De Lis' dressing room with Fancypants blocking the entrance way. The stallion was loyal, one could not deny that. It amazed the Prince that despite Fleur De Lis' obvious displeasure for the stallion, he still willingly remained her lap dog.

Fancypants continued to glance back and forth between the Prince and Fleur De Lis with unease. He didn't like it when this stallion came for visits. He didn't care that the stallion was rich, or that he was the reason both he and Fleur De Lis had jobs at the Maris Opera House. He saw the way his lovely Fleur De Lis looked at the stallion, and vice versa.

Fleur De Lis sighed and realized it was time to resort to other necessary battle moves. "Fancypants," she said in a sweet manipulative voice. "Why do you worry? Do you think my virtue is in danger if I allow the Prince into my dressing room?"

Fancypants bit his lip and shifted back and forth a little, glancing at the Fancypants with slight distrust. Fleur De Lis smiled and reached out to caress the tenor's face. "I admire your chivalry. You truly are my knight in shining armor." Her voice was dripping with fake sweetness, yet Fancypants was enamored.

He was cracking. "I assure you I will be quite safe…and I will cry out if I am in need…but I will be perfectly fine. And knowing you are near warms my heart and fills me with such…" she leaned close and planted a soft meek kiss on the tenor's lips. "…passion."

She had won. Fancypants melted away from the dressing room door and smiled bashfully at his lady love. She smiled back and winked at him, while she disappeared into the room, the Prince merely smirking behind her. The second they had entered the dressing room, she slammed the door shut, locked it, and began to spit. "Eh! The stench of him is all over me. I'll have to burn this dress!"

The Prince continued to smirk, placing his hat on her dressing table. "He's quite attached to you, more than ever I see…and quite suspicious…"

Fleur De Lis groaned. "Do not remind me! And to think…I have to kiss him in the opera we are performing!"

She squealed when she felt two powerful hooves grab her by the shoulders and twirled her around. She found herself being pressed to the Prince's body, and she went limp the second she felt his hard frame mold to her own. "How will I be able to control myself then? Seeing you on stage with him…" one of his hooves went up to her hair and began to pull the pins out, causing the pink curls to fall across her shoulders. "…in his arms…" his hooves moved to her skirts and he began to hike them up to her hips. "…kissing him…" his lips captured hers and she melted even more, returning the passionate kiss and clawing at his dress coat.

The Prince pulled back immediately. "Careful!" he hissed, removing her hooves and looking at the coat to be sure it wasn't damaged. "This was quite expensive, I'll have you know."

Fleur De Lis pouted and folded her arms crossly as he carefully removed the coat from his body. "I don't seem to recall you ever feeling a need to be careful with my expensive gowns!"

The Prince grinned, and purposely placed his coat on top of a large white box that was sitting at the chair before her dressing table. Fleur De Lis' eyes followed where his coat went, and she looked at him for confirmation. When he nodded, she squealed happily and tore at the box like a filly at Christmas. He had to carefully remove the coat again.

"OH! Monsieur, it is most beautiful…" she whispered, pulling the elegant gown from the box. It was pink, with blue ruffles and black lace. There was a billowy train and a very low neckline that glittered with black and pink sequins. Most ponies would look at such a gown and find it atrocious, however the Prince had long since learned that Fleur De Lis' taste in fashion was just that.

"Now you truly can burn that gown," he chuckled, coming closer to place kisses on the back of Fleur De Lis' neck while his expert hooves began to undo the buttons on her present dress.

Fleur De Lis whimpered at his touch and leaned back against him. "It has been far too long monsieur since our last encounter…I was beginning to think you had forgotten me…"

"You?" he said with mock horror. "Never…" while one hoof continued to undo the buttons, the other climbed higher and began to sink beneath the bodice of her dress. She moaned when his lips tickled her ear as he nibbled the lobe slightly. "Now…I have a favor to ask of you…"

"Mmmmmmmmmm…a-a-a-anything…" she whimpered, leaning back and purposely pushing herself against him. He groaned at the movement, but years of experience had taught him self-control.

"Good mare…" he hissed, biting her neck briefly, while his other hoof moved to lift up her skirts. "I want you to tell me…" her skirts were up to her thighs. "…everything you can…" he pushed the stockings and garters down. "…about your adorable little costume pony…"

Fleur De Lis' eyes flew open and she pushed the Prince's hooves away before tearing herself away from his body. "WHAT?"

Blueblood sighed and closed his eyes momentarily to prepare himself for the shrieks that were to follow.


"Be quiet!" The Prince snapped. "Do you want all of Maris to hear you?"


The Prince stared back at Fleur De Lis, eager to wrap his hooves around the soprano's pretty neck and snap it in two. However, he knew the best way to handle situations like this was not to lose one's temper. And he too could play the same games that Fleur De Lis played on Fancypants.

"My sweet, I am only interested in knowing what all is going on in my theater," he crooned, putting on his most charming smile and slowly walking towards her. He hoped the passion that filled his eyes would weaken her..

However, the Prince realized it would take more coaxing, as Fleur De Lis was having none of it. "I am not a fool, Blueblood!" she snapped, using his first name. "You think I know nothing about your infamous reputation? You think I know nothing about the many chorus mares and dancers you've bedded? You think I don't know that one of the main reasons you patronize the Opera House is so you can be assured of a pretty young face, with a mouth wide and open and willing-"

"That was BEFORE I met you!" Blueblood lied, coming to her in two strides. "I will not deny my past, but the moment I saw you perform on stage and heard your voice, you alone are the only mare I think about, dream about…" his hoof sneaked down to the hem of her skirts and began to lift them once again. "…and want to buck till the sun comes up…"

Fleur De Lis melted slightly to his words, especially as she felt his hoof move under the skirts and softly brush her thigh. Still, she tried to show some self-control. "W-w-why then do you care about w-who she is…" she whimpered, her lips going dry as she felt his hooves inch closer.

Blueblood grinned as he could tell he was winning this battle. "My dear, did you not say that the mare was incompetent?" His lips brushed against hers as his hooves inched higher.

Fleur De Lis moaned and melted even more, licking her lips and trembling beneath his touch. "T-t-that is true…"

"Yes, it is…and you're not happy…" Fleur De Lis was gripping the dressing table and pressing against his body. "I only want to make you happy Fleur De Lis…I only want to give you pleasure…" He could see from the expression on her face that she would tell him anything so long as he didn't stop. "Her name, Fleur De Lis…" he huskily whispered, "Tell me her name…"

She couldn't take it anymore. "F-f-f-Flutter-s-Shy…oooOOooOOoohhhh Fluttershy!" she shouted, throwing her arms around his neck and kissing him passionately, while he lifted her body with one arm, and the other cleared the dressing table before placing her down on top of it.

"Thank you my dear, you will not regret it!"

Nor would he, he mused to himself. Already, he was imagining the pretty costume mare as the one before him, But as he had learned, from the time his father had taken him to a brothel at the age of 14 to "make a stallion out of him", any mare could be easily bought at the right price. Sometimes it took money, sometimes jewels or other expensive gifts, sometimes even words of affection and love; but every mare had a price, and it only took Prince Blueblood little time to learn what it was, before luring a mare to his bed. Fleur De Lis definitely suited his purposes; he knew she was once a star in Italy, and with the right publicity, he could make her a star in France and get more money into his pockets. And if that meant having to come every now and then and listen to her litany of complaints before finally moving onto "normal business", as he referred it, then so be it. Whatever it took for him to get what he wanted.

He smiled at his own reflection in the mirror. He continued to look at himself, thinking of all the wealth he was acquiring from Fleur De Lis' so-called talents, thinking of his next escapade: bedding the costume mare. She looked young, full of country virtue; he loved breaking virgins in. She would be a most eager student, he grinned. Yes, he would soon seduce her to his bed, and gain much pleasure for himself from her. Fleur De Lis was business, but the costume mare would be his pleasure. And he loved mixing the two together. He thought all these things while he smiled at his own reflection.


Madame Luna hurried down the stone steps that led to Discord's lair, her face pale and covered with worry lines. She carefully avoided the passages that she knew were booby trapped, all the while hurrying as fast as she could. Out of the corner of her eye she saw a shadowy figure. "Where is he?" she called out to it. The figure made a groaning sound before pointing off to the right. She nodded her head in thanks and took the passage the figure had indicated. The sound of music filled the cavern before her, and she knew he would not be pleased to be interrupted while working. "Discord! Discord!" she called out, while she crossed the candlelit cavern.

The organ music stopped, and the caped figure stood, his shoulders slumping slightly before straightening his back. "I'm very busy, what is it?"

She stopped a few feet away from him, panting and clutching her chest while she tried to regain her composure. "H-h-h-he's…h-here…"

Discord turned, his face masked and the visible eyebrow arching in speculation. "Prince Bluebood?" he simply asked.

Madame Luna looked at him with surprise. "Y-y-you know?" she asked, her breathing slowly returning to normal.

Discord waved his paw in a blasé manner. "It's my theater, is it not?" he said, before adding under his breath, "despite what that son of a bitch thinks." He reseated himself at the organ and began to play. "Besides, it was rather hard to ignore the harpy's shrieks."

Madame Luna was surprised with how cool Discord was behaving. Normally he would fly into rages when he learned that the Prince was at the Opera House. Discord despised Prince Blueblood, and she could not blame him. The stallion wore the mask of a gentlecolt, when in truth he was more of a monster than Discord ever could be. True, Discord had committed acts of terror and murder, but the Prince…his crimes were so much more heinous to the dance mistress, especially since she knew that he was responsible for impregnating three of her dancers over the past five years. One mare died when seeking crude means to have an abortion, while the other two were thrown out onto the street with no where to go and no money. Madame Luna had no idea what happened to them, and she cursed the Prince for ruining all three lives.

She also knew the many reasons Discord despised the Prince…so why was he acting so nonchalant? "You…you do not care then?" she asked, not daring to come around and face him, but unsure what else to do or say.

The Phantom ceased his playing momentarily and sighed heavily. "Oh, I care very much indeed," he growled under his breath, before his paw and claw violently banged against the organ keys, causing the cavern walls to shake.

Discord's reasoning for despising the Prince was somewhat different. Like the current managers, the Prince cared very little for art and music, and more for the money that rolled into the Opera House. While the Prince was a patron, he also had stock in the Opera House, and ten percent of the profits from every performance went straight into his pocket. The Prince was also the one responsible for placing Fleur De Lis at the Opera House, a sin that Discord would never forgive the stallion for. Yet the crime that Discord held over the Prince more than any other was what he did to Pinkamena Pie, a dancer Discord fancied himself in love with when he was much younger.

Discord was only 19 when he saw the mare on stage for the first time. She was beautiful, with curly pink hair, and large soft brown eyes. He sent her love poems and flowers, thinking she would find it romantic that she had a secret admirer at the Opera. However, his love sick dreams were dashed when Prince Blueblood, a boy of 16 at that time, easily seduced the star-struck mare, making her believe he was the one who had sent her the flowers and poems!

Discord wanted to interfere, but feared if he revealed himself a mob would discover his whereabouts and force him back to the life he had not long escaped. So he waited, and plotted how he would make the young Prince pay. Pinkamena, the foolish mare, believed that young Blueblood truly loved her, and that the two were going to run away to get married. She abandoned her dreams of performing for the scoundrel, disappearing early one cold November morning, never to be seen again. It wasn't until after the death of Blueblood's father, that the Prince returned to the Opera House, some three years later. No one knew what had become of Pinkamena, and the Prince did not seem upset at all.

The stallion was a snake; Discord saw how he strode about the theater as if he owned it, giving musicians advice, telling the managers how to run the business, and bedding chorus mares and dancers along the way. The time would come when he would have his revenge for all the atrocities the Prince had put him through.

But revenge was a dish best served cold…and simply killing the stallion was too polite. No, Discord would have his revenge when the time was right, and it would be a long, agonizing revenge, one full of screaming and begging. This little joy made him smile, and he easily regained his cool demeanor, despite his random outbursts of rage.

It was this show of emotion that Madame Luna feared most. She could not think of what else to say, and he seemed so engrossed with his music that she turned and began to walk away. Yet before she left, he called out to her. "I've seen the violinist's daughter," he said causally.

Madame Luna paused and slowly turned back. "And…?"

"She is very pretty, you did not tell me that," he said with a simple wave of his paw, before turning the page of the score before him. "And she appears to be a hard worker, her care for costumes is impressive," he added. "But what I admire about her most…is the way she refused to give Fleur De Lis the satisfaction of 'thanking her' for the opportunity to work under her," he chuckled.

Madame Luna gave a small smile, but sighed sadly. "I fear Fleur De Lis will make her life a living hell."

"Fleur De Lis makes everyone's life a living hell," Discord grumbled. "At least she had the courage to stand up to the harpy, despite the so-called accident the bitch did to her."

Madame Luna's brow furrowed with confusion. "Accident?"

"It doesn't matter," Discord replied casually, turning the page of the score. "The violinist plays very well too, they both can stay so long as they continue to obey the rules." Madame Luna nodded her head and turned to leave, but Discord called out to her one last time. "I have a note for you to deliver. Rarity has it, see her before you leave." Madame Luna nodded her head again, finally leaving to retrieve the letter Discord had written.

He listened to her distancing footsteps while he continued to play the sweet cords of music written before him. He noticed out of the corner of his eye a hunched figure approaching. "I'm busy Derpy, you know I do not wish to be disturbed while working," he said icily.

The hunched figure remained in the shadows, but nodded its large head. "F-f-forgive me, master," she slowly replied, her words stuttering slightly. "I just…c-c-couldn't help overhearing…t-t-that you were t-talking…about the c-c-c-costume mare…"

Discord nodded his head, not lifting his gaze from the music. "Yes, and what of it?"

The figure shuffled her feet a little before finally responding. "I like her…she s-seems d-d-different…nice…like the g-gypsy mare…"

Discord paused and looked at the hunched figure. "Gypsy mare?"

Derpy nodded her large head. "Yes…f-from the s-s-stories…that Rarity t-tells us…like the one w-with the hunchback…in the c-c-cathedral…"

Discord rolled his eyes and groaned and quickly resumed his playing. "There is no such person, Derpy, it was story, simple as that."

The hunched figure shifted her feet nervously again, her voice barely above a whisper. "B-b-but R-r-rarity says…"

Discord's claw and paw came crashing down on the organ. "THERE IS NO SUCH PONY!" he shouted, his voice echoing throughout the cavern and passageways. Derpy gave a cry of fear and quickly backed away, molding her large frame to the stone wall, as if hoping the shadow would keep her safe. Discord sighed and took several long breaths before lifting his head and speaking again, his tone icy, but calm. "There is no gypsy mare Derpy, there is no mare on earth like that…" he sighed one last time before finally lifting his eyes to where the hunched figure stood shaking. "Beautiful mares and stallions do not fall in love with monsters like us, that is the reality of it, and it's better than you learn this now, before…before you do something foolish and risk hurting yourself."

Derpy nodded her head as if she understood, although she made a strangled sobbing sound before retreating down the passageway, her sobs filling the caverns all around. Discord sighed and cradled his head in his paws. Damn that mare, somehow she was to blame for this. He recalled the crude scene of the Prince and Fleur De Lis, together in her dressing room. He followed her angry shrieks to see if his suspicions were correct, and yes, there was the Prince, attempting to win her affections with seductive lies. While Discord was a spy, he was not a voyeur, and had no interest in watching the two ponies he despised most become like wild animals with one another. But before he turned to leave the disgusting sight, he heard the Prince ask for the name of the new costume mare. Fleur De Lis finally conceded, telling him what he wanted to hear, and was thus rewarded with what he had come to the Opera House for all along.

Discord hated the stallion, but normally did nothing to stop his seductions and rendezvous with the mares of the Opera House. If they were more concerned with what the Prince thought of them, they were not fit to be a part of his theater. However, Disocrd felt a strange urge within his being to protect the violinist's daughter from the hooves of the handsome monster. He wasn't entirely sure why, as he didn't entirely feel this way for Pinkamena. But he felt compelled to keep a close watch on the mare, to make sure that her virtue, if she had any, wasn't turned into a plaything for the Prince.

Yet now her supposed sweet nature was having an affect on Derpy, and he did not need those that he took care of to be filled with such foolish notions, like love and romance. Love got him nothing, and he knew that if he had revealed himself to Pinkamena long ago, she would have rebuked him the second she saw his face. Indeed, love was not meant for creatures like himself.

The thought filled Discord with such rage that he pounded his claw and paw on the organ keys till blood flowed in time with the music.


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The few days that followed the first day of work at the Maris Opera House went by in a blur. The countdown to the opening gala of the opera season was well underway. Every night, before going to bed, Fluttershy's father would play several movements from the opening opera for a minimum of two hours. While he played, Fluttershy would sit and hum along to the tune as she worked meticulously on repairing snared costumes for Fleur De Lis. She discovered that if she imagined herself in Fleur De Lis' place, she could repair the costumes with greater care, as opposed to wanting to make the snares worse.

Fluttershy's father was not blind; he noticed his daughter's great distaste for the star soprano. He often mentioned how he could speak with the managers, try to make things better, and when he learned about the burn on her arm, he threatened to tell the mare what he really thought of her and quit the orchestra! It took a good hour for Fluttershy to calm her father down and convince him that if he left now, they would surely become beggars in the street. And this city, like most, was not kind to beggars.

So the two would pass their evenings engrossed in their work, hoping that may bring some cheer to their situation. Her father would now and then plead for Fluttershy to sing Fleur De Lis' parts, which she refused on the first few occasions, but now, she could not help herself, she loved the role and the songs! One night, while her father played a movement, Fluttershy sprang to her hooves and began to twirl around the room, singing the song with all her heart, and acting the part of the character. Her father laughed at how his daughter would "ham" up the part, sometimes mimicking the awful acting skills of Fleur De Lis, and then he would clap and beg for more. Fluttershy blushed, but smiled, knowing that no matter what happened, whether she would ever have a chance to perform, her father always made her feel like a star.

It were these moments when it was just the two of them that Fluttershy cherished and looked forward to at the waking of each day. Indeed, while she was grateful for work, she was not always so eager to return to the Opera House every day.

Before her first day of work was over, Fluttershy's ears had been flooded with countless tales of the mysterious Opera Ghost, otherwise known as the Phantom of the Opera. She heard them first by a few stage hooves, grumbling over who would go fetch various props that were being kept below stage. They all complained about the Phantom and how they feared his wrath would bring an end to someone's life…again. Twilight and the other dance mares also had tales. They had been passed on by Cranky Doodle Donkey, the recently fired stage hoof who seemed to be the Opera's chief storyteller. It was through these mares that Fluttershy learned about the Phantom being a tall, thin, frightening black-caped figure that wore a mask and committed numerous acts of foul play.

While she had a somewhat wild imagination, Fluttershy attempted to not let her Gothic romantic sensibilities run ramped, and think realistically. After all, the stallion in charge of these fabrications was a drunkard, how dependent of a source could he be? However, it was harder for her to think this way after her father told her the wild rumor which other members of the orchestra were whispering; that Monsieur Caramel had been kidnapped by the infamous Phantom and most likely would never return…alive. Even the managers themselves seemed somewhat under the spell of this mysterious opera ghost.

Now Fluttershy understood the eerie sensations the Opera House made her feel. Yet no Phantom, be he a myth or a stallion, compared to the other, and slightly more eerie, uneasiness she felt at the Opera.

Not a day went by when she did not arrive for work to find Prince Blueblood waiting near the room where the costumes were kept. He was always polite and charming, bowing to her, smiling at her, filling her ears with compliments about how lovely she looked, and inquiring after her health and that of her father's. In return, Fluttershy would give a small curtsy, a small smile, thank the Prince for his kind words, and answer his questions with short replies. But she never fawned over him the way the dance mares did when they saw him, and she never attempted to make the conversation more than what it was. After their ritual greeting, she would get straight to work and ignore his presence…if she could.

Yes, it seemed that everyone, save for Madame Luna and Fancypants, were taken by the Prince's charm and handsome smile. The managers fell over themselves to please him, Fleur De Lis constantly flirted with the stallion, and the mares of the dance were in a constant state of giggles whenever he was present. He had even managed to charm her dearly beloved father.

One evening, Fluttershy's father asked her about the Prince. "He's a very handsome stallion, polite, charming, quite the gentlecolt. And he does seem to be taken with you, my dear," he said with a smile.

"Papa, he is simply being polite, I'm sure, tis nothing more," she grumbled over her needlework.

Yet her father would not hear it. He was a romantic, and because her mother came from a rich family, he did not see it as so inconceivable for a wealthy stallion to fall in love with a mare of little fortune, like her. Fluttershy knew her father meant well, but he made her feel like a charity project.

Truth be told, Fluttershy never found herself looking forward to seeing the Prince day in and day out. For the first two mornings, he simply greeted her as a gentlecolt would greet a mare on the street. Afterwards, he would eventually disappear and she would not see him again till the next day. But on the third occasion, he would not leave so easily. He would come and look over her shoulder at the work she was doing, complimenting her on her skills, filling her ears with more false flattery. Such praise made Fluttershy uneasy, for it was not praise being purely given, but praise that seemed to hold a ransom, as if now she owed him a compliment…or more, in return.

He would stay and loom over her till she made up an excuse that she had to go and find Fleur De Lis to see what she thought. That would normally get him to leave, and Fluttershy would then retreat somewhere private to get her work done. However, one day he would not leave; he remained and continued to loom, speaking pleasantly to her, but Fluttershy found herself growing more and more uneasy. She could feel his eyes upon her, and it made her feel violated, as if he were stripping away her gown and undergarments and exposing her with his eyes alone. She shivered, and he took this to mean she was cold. She jumped when she felt him wrapping his coat about her shoulders, and his hoof lingered somewhat too long.

Her hooves were being clumsy, tripping over themselves while she attempted to sew, due to the nervousness and discomfort she felt in this stallion's presence. And her theory was correct that the stallion was filling her with false compliments when he continued to flatter her after a very obvious stitching error.

She was working on a very elegant gown, made entirely out of white lace, when his presence alarmed her and she accidentally pricked the skin above her hoof. She gasped when the blood hit the fine fabric, knowing she would never hear the end of it from Fleur De Lis once the stain was discovered. It was a great pity, as she too loved this gown above all the other costumes. The Prince, confusing her distress for the gown with her distress over her prick, cried out her name, before grasping her tiny hoof in his.

"My dear, you've hurt yourself!"

"It's nothing," Fluttershy insisted, plastering a polite smile on her face, while at the same time attempting to wriggle her hoof free from his two.

"Nonsense, it could become infected! Come, let me help you."

"Monsieur, that is not necessarily, I-"

"I will not hear it, mademoiselle, come…I insist, I have just the thing that will help…" he was literally dragging her from her seat and out of the room. Fluttershy continued to try and free herself, but it seemed to be no use, the stallion was quite strong and it hurt the way he gripped her arm. "Ah, here we are," he said with a smile, leading her to a lounge just beyond the stairway that led to the private boxes which overlooked the stage.

Fluttershy had hoped that he would at last release her, but instead he more or less pushed her down onto a chaise lounge, while his other hoof reached for a bottle of wine which emerged from a small sack next to it. He smiled and opened the wine before dabbing a small amount onto a handkerchief and using it to dab her cut.

"Monsieur, that is not necessarily," Fluttershy protested. "As you can see, the blood has stopped and the wound is already closing-"

"Nonsense, one can never be too careful," he said in a patronizing tone, as if she were a small child who didn't know any better. "There, doesn't that feel better?" he asked, his hoof still gripping her arm rather possessively, while he warmly smiled at her. Despite that warmth, Fluttershy felt anything but better.

"Indeed monsieur, you are right, this has done me some good," she quickly reasoned, offering a small polite smile before quickly rising to her feet. "Thank you very much, now if you will excuse me-"

"Now just wait a moment," he said with a chuckle, while his hoof reached out and grasped her arm again, before pulling her back down beside him. "Not so fast my dear. Why the hurry?" he asked, before lounging back.

Fluttershy gave a small smile, but anyone could tell it was forced. "Tomorrow is the opening gala and I still have a great deal of work, it must get done-"

Prince Blueblood waved her worry off with his hoof, like a stallion waving away a pesky fly. "All in good time mademoiselle, all in good time, but first…let us celebrate," he said with a smile, before reaching into that small sack the wine had emerged from, and pulled out two glasses.

He had planned this. Why else would a gentlecolt of his leisure have brought wine and two glasses and then secretly hide them in…most likely his own private lounge?

She had to keep a cool head despite all this. "I do not understand what we have to celebrate, monsieur," she said curtly.

"Please, you may call me Blueblood," he said while pouring the wine, as if he were granting her a large favor. "And we have a great many things to celebrate! Why, the opening gala, your triumphs in costuming-"



"MONSIEUR," she said with a little more force than she had planned, but knew it was necessary to get this stallion to understand. "Thank you, but no thank you…there will be no cause to celebrate anything if I do not get my work done." With that, she rose quickly to her feet and began to exit the lounge.

"I beg your pardon Fluttershy, but I thought you to be above such rude behavior."

She paused, his words intentionally made to prick her. She slowly turned her head, one eyebrow lifted. "Excuse me?"

He was grinning. "After all that I have done, you leave like this…I must say, it simply seems…ungrateful, if you ask me."

She couldn't believe she was hearing this. "Ungrateful?"

He nodded his head, lounging further back onto the chaise lounge, his arms stretching out along its rim. There was this smirk on his face that Fluttershy wanted to slap off. How dare he say such things to her! And how dare he presume that he could address her by her first name! They were not intimate friends or equals; how dare he use the power of his title to assume authority over her! Hot anger was boiling in her veins; his conceitedness was, heaven forbid, worse than Fleur De Lis'! "Monsieur," she said through clipped lips. "I do not believe I have ever been so gravely insulted in all my life. I must return at once."

Blueblood stared at her retreating figure, the smirk he had worn completely gone. Did that just happen? No mare had EVER refused him! He leapt to his hooves and in a matter of strides had his hoof on her shoulder and was turning her rapidly around to face him. "Insulted?" he quickly calmed his tone and forced a smile. "I am sorry my dear, I was only trying to make a joke, I did not mean-"

Fluttershy was able to shrug his hoof off her shoulder and twirl away, stomping back to the costume room. Blueblood stared at her, his mouth wide open. She had spurned him! She had turned away before he had even finished what he had to say…and spurned him! That ungrateful, spoiled, little-

"Monsieur Blueblood?"

Blueblood groaned at the sight of the dance mistress who appeared from nowhere. Fluttershy was getting away before he even had the opportunity to turn the mare around and give her a good harsh shake for insulting him. He watched as she walked further and further away, vowing then and now that he would have the mare, one way or another.


He forced a smile and focused his attention on the matron standing before him. "Madame Luna…how wonderful to see you again."

The mare did not smile at him, only icily handed him a note. "This arrived for you monsieur…I suggest you read it at once." With that, the mare turned away and stalked back to the shadows from which she came.

Although Fluttershy was a good distance ahead of the Prince, she overheard Madame Luna's words about the note. She recalled how Twilight had told her that the Phantom only communicated through notes, and while she was still trying to convince herself that the whole notion of the Phantom of the Opera was ridiculous, she found herself pausing after she turned a corner.

She overheard the Prince mumble some of the words, before cursing and crumbling the note. He threw it on the ground and stomped off in a different direction. Fluttershy waited till the sounds of his footsteps were far off before emerging from her hiding place. She quickly dashed to where he had been standing and picked the crumbled note up off the ground. She smoothed the paper out as best she could, and began to read.

To Prince Blueblood,

Monsieur, I do advise you not to harass the people of my theater. As your interests in opera are extremely limited, I suggest you leave all matters of staff to me…and keep what little understanding you have of the opera business to strictly bucking the prima donna-

Fluttershy gasped at the words and found herself blushing deeply. Was…was it true? She recalled how Fleur De Lis always seemed to throw herself at him…and the mysterious engagements the two of them had while in her dressing room…

She shook her head, not truly wanting to dwell on such things, and continued to read.

-and prancing about like a plumed peacock. Good day. I remain, —O.G.

Fluttershy stared at the initials on the letter for a long time. O.G.–opera ghost. Were the stories true? Was it possible that the Phantom wasn't a myth? But ghosts couldn't write notes…at least none of the ghosts in Fluttershy's novels could. But maybe he truly was a stallion…a mad stallion, living somewhere within this theater, watching all that went on, watching…watching her.

She swallowed the lump in her throat and slowly rose. Earlier, when she believed the stories to be simply stories, she found the idea slightly romantic, while eerie as well. Yet now Fluttershy felt a cold shiver run down her body, and she found herself moving very quickly back to where she had left her work.

"Wait…" she paused. "Madame Luna was the one who delivered the note…she must have written it!" Yes! It made sense; Fluttershy could tell Madame Luna had a cold dislike for the Prince. She must have written the letter, and then initialed it as such to frighten him--or at least upset him--either way it got him to leave.

That was what it was, a letter in the guise of the Phantom's threat. She felt calmer at the thought, yet there was a tiny piece of her that also regretted the reality of it; while the stories she had heard about the Phantom sounded frightening, the idea of a mysterious shadow-clad knight coming to her rescue was very romantic.

"Fluttershy, you really must control your sensibilities!" she scolded herself before hurrying back to the costume room.

Discord smiled wickedly from his hidden rooftop view as he watched an angry Prince Blueblood exit the building. The Prince slammed his hat on top of his shimmering golden mane and stalked toward his carriage. The driver leapt to his feet and opened the door, grimacing when he saw the nobleman's expression.

"Get us out of here!" the Prince ordered, settling back into his carriage and glaring at the Opera House that stood before him. "Make no mistake about it," he muttered to himself. "I will have her."

Discord watched with amusement as the carriage pulled away. He couldn't help but laugh at the whole situation. The sight of the handsome Prince Blueblood being snubbed by a pretty mare was extremely comical to Discord. He leaned against the ghastly stone ponies he was hiding behind and laughed for a good long time, not caring if anyone heard him; it would only convince others further of the legends of the infamous Opera Ghost.

Indeed, the Opera hadn't been this entertaining since…well, since before Fleur De Lis first placed her overgrown hoof on the stage. The costume mare was truly fascinating; she was so unlike the others. Despite the Prince's compliments and good looks, she saw past the whole façade and would have none of his bullying. She was intelligent and courageous, outwitting the Prince and standing up to Fleur De Lis; indeed, he liked this mare very much.

His smile faded at that thought. True, the mare was different compared to the squealing dance trollops, but she was still a pretty face that would scream at the sight of him should he reveal himself. His lips twisted in disgust as he thought about how often he would come to see her while she worked. He supposed the whole ordeal began when the Prince wouldn't leave her alone. He found himself pitying the mare, something he rarely did, and today, when he realized that the son of a bitch was interfering with the young mare's concentration to the point where she was causing injury to herself, he had to intervene.

Discord felt a grin return to his lips as he recalled the Prince's displeasure at the note he ordered Madame Luna to deliver. Prince Blueblood did not believe in the Phantom, he was far too "rational" for such things. However, Discord knew how greatly upsetting it was for the stallion to receive such reminders of the Phantom's existence. His grin grew wider as he thought that one day soon, Blueblood would not be able to deny his very real presence.

The bells of Notre Mane sounded the hour, reminding Discord of the vast amount of work that still needed to be done before the opening gala tomorrow. "Faust" would be the first opera of the season; thank God the managers followed some of his instructions. Indeed, there were still a great many things to be done. If only he could find a soprano to replace the harpy.

That night, Fluttershy barely slept a wink. Her dreams were plagued with a dark figure, cloaked in shadows, calling out her name in a haunting voice, while sweet chilling music played in the distance. She could not see his face, yet she went to him, his voice beckoning to her like a siren's. She tried to touch him, but he would move away. However, she felt his hooves upon her; they were large, rough, a worker's, yet they were also gentle, touching her as if she were a finely tuned instrument waiting to be played for the first time.
Every dream was the same: haunting, chilling, erotic. And when she awoke, she was covered in sweat and her body was throbbing for the touch of her ghost. These thoughts and feelings frightened her, for she had a funny feeling she knew very well who the stallion was in her dreams.

The sun came all too early. Fluttershy groaned when her father came to rouse her out of bed. "Come, we have much to do today…for tonight is the opening gala of the opera season!"

With much reluctance, Fluttershy forced herself out of bed and hurried off with her father to the busy Opera House. The place was a scene of chaos. While the gala would not begin till seven, there was a frantic state to get everything in order. The managers were running here and there, trying to please Fleur De Lis and be sure everything was prepared on stage. Madame Luna worked meticulously with the dance, telling the mares that only perfection would satisfy her. The orchestra rehearsed the entire opera, complete with chorus and one star. Fancypants sang, but Fleur De Lis believed herself to be well beyond ready, and chose to spend the day pampering herself. Meanwhile, Fluttershy carefully added the final touches to Fleur De Lis' costumes and gently laid them out for the over-confident star to change into.

Throughout the day, Fluttershy kept hearing talk about mysterious notes. Dancers and stage hooves gossiped about the letters that were mysteriously arriving by the hour to the managers, demanding perfection for the evening. Fluttershy couldn't help but grin when she heard two dance mares giggling that one letter demanded for Fleur De Lis' understudy to perform instead.

Yet Fluttershy found herself even more confused than before. She spent so much energy the previous day trying to convince herself that the letter Madame Luna had delivered to Prince Bueblood was penned by the cold dance mistress herself. However, there was that small annoying voice in the back of her head that kept telling her it was him, the mysterious Phantom. Now, with talk over all these notes, she found that voice growing louder and louder.

The day went by in a whirl. Before anyone knew it, night had fallen over the Opera House, and slowly, dressed in their elegant silks, linens, and furs, the crème de la crème of Maris society arrived in dazzling carriages. Fluttershy managed to sneak away for a few minutes and watch from a balcony overlooking the grand foyer, the arrival of the toast of society. Her eyes quickly scanned the crowded scene before her and saw no sign of the handsome Prince. She thought it odd that a stallion who patronized the Opera as well as he, would not come to a performance, especially the opening opera of the season. However, she remembered how upset he appeared to be after reading the infamous note. Perhaps it was her words; perhaps she was able to sting him with the truth and he was unable to remove her stinger. She couldn't help but grin a little at that thought.

Meanwhile, Fluttershy's father was back stage tuning his instrument, trying to desperately calm his nerves. He hadn't played before an audience in what felt like centuries, and at last his opportunity had come. He needed to calm down; his hooves were shaking so violently he was afraid he wouldn't be able to properly play! What he truly needed was some fresh air, or at the very least, a brief walk away from the auditorium. While patrons were not yet being seated, he could hear them in the foyer and in their private lounges, clinking glasses of champagne and laughing gaily amongst themselves. Yes, he needed to walk away and mentally prepare himself for this wonderful, yet slightly terrifying opportunity.

"I ain't goin' down there!" muttered a gruff looking stage hoof. Time Turner turned his head to see a group of strong unshaven stage hooves argue over who needed to fetch a prop for the opera.

"Well I ain't doin it!" another said just as fiercely. "Cranky always warned us that if you went down there without permission, you would never return alive! Remember Mr. Breezy? Has anyone seen him since he disappeared below stage a year ago?"

"Well someone has to go down there!" another added. "Flim says they need that piece, that it's vital for the opera-"

"Hang Flim and the whole lot of them! They don't understand the things we risk and put up with here. He wants it so bad? Let him get it!"

Time Turner cleared his throat, and the small group of stallions slowly turned towards him. Their eyes went wide at the sight of the stallion who was asking for their attention. "I beg your pardon gentlecolts, but…I do not understand why there is this fear of simply going below stage to retrieve a simple prop?"

The stallions looked at one another, then back at the old stallion, then at one another again, as if to understand they heard him right. "Don't understand?" one of them asked. "Don't you know about…about…you know, the ghost?"

Time Turner made a sound with his lips that signified disbelief. "Oh come now, I would not think that stallions like you would believe in such ghost stories?"

"They be true stories!" one of the stage hooves argued most gruffly. "I've seen him! He lurks in the shadows, and I was lucky to get away with me life! He had his Punjab lasso with him, and he was going to put it around my neck, when I-"

"When did this happen to you?" one of the stallions asked looking extremely skeptical.

The other who had been telling story became flustered at the question. "W-why…surely you remember, that day…a few months ago, when I didn't come to work? I was sure I told you…"

"I remember that day you didn't show up for work, because you were as drunk as a sewer rat! That's one of Cranky's stories about the Phantom, you lying-"


All the stage hooves turned to look at the old stallion again, surprised that he had such a voice. Time Turner straightened his shoulders, knowing that anyone of these stallions could squash him like a bug if they wished. Yet he could not believe that such filly stories had this gruff looking lot shaking in their boots. "If none of you are willing to fetch whatever prop this is–what is the prop?"

"A spinning wheel," one of them muttered. "It's been in storage for years, but apparently Fleur De Lis' character needs it."

Time Turner nodded his head. "Very well, since none of you will venture below stage to retrieve this spinning wheel…" he sighed heavily, as he did when he was handling Fluttershy's fears when she was a small filly, "then I will go and fetch it."

The stage hooves stared blankly at Time Turner, as if they weren't quite sure if they heard him correctly. Then, all at once, the whole lot burst into hysterical laughter. "Y-y-you!" one of them said between chuckles. "You old stallion…are going to go below stage…into the Phantom's domain?" They all burst into laughter again.

Time Turner grunted, straightening his shoulders even more and glaring at the buffoons before him. "Yes!" he said with determination, lifting his chin proudly. "I will! I, a violinist, will do the job of a stage hoof, the job of stallions who are too afraid of the dark!"

They all kept laughing. "You w-w-would be afraid too, if you k-k-knew w-w-what was down t-there!"

Time Turner shook his head and turned on his heel. "Which way do I go?" he asked, looking for a door that would lead him away. The stallions's laughter rose to new levels at this question.

Time Turner despised being laughed at, especially by ponies who looked at him and thought him inferior. His beloved wife's family, were no different. Even when he announced to his own family that he was going to become a renowned violinist, he was met with laughter. Only Fluttershy, his beloved child, believed in his dreams. And she knew that when he was determined, he could be most foolish, due to his stubborn pride.

So naturally, when these stallions continued to laugh at him over and over again, he felt his pride rising along with his stubbornness, and knew that he had to fetch this silly spinning wheel to prove that he, a old stallion, was not afraid of any figment. So he set off, spying a door that he was sure led below stage, marched over to it, and turned one last time to look at his laughing companions.

It was slowly beginning to die down, as they looked at him before he descended the darkened steps beyond the door. "I'll return soon with your precious prop," Time Turner snapped, before taking a deep breath and stepping through the dark passageway.

No one was laughing now. For deep within their hearts, the stage hoofs knew, especially after they exchanged worried glances amongst themselves, that the old stallion had descended to his death.


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It was dark below stage. Darker than the velvet black curtains that hid the back stage world. Time Turner was slowly beginning to regret his decision to fetch this silly spinning wheel that no one until now had thought to retrieve. After all, it wasn't his job, he should have made one of those stage hooves come with him. But a stallion's pride could also be the bane of his existence, and Time Turner knew that he had let his foolish stubborn pride bring him to this dark netherworld. If Fluttershy knew what he was doing and why…oh he would never hear the end of it.

"I should have brought a light," Time Turner muttered, his hooves reaching out to touch…anything really. "So this is what it's like to be blind…" he whispered to himself, not liking it one bit. He continued a few more steps before sighing and stopping himself. This was foolish, damn foolish, and he had a job to do as a violinist. Wasting his time below stage seeking something that he couldn't even see, let alone having no clue where to find the spinning wheel, was a horrible idea. Best that he turn around and head back–

"Ow!" Time Turner stumbled backwards after hitting the hard surface. Did he just walk into a wall? But…how could that be? He had just come from that direction, all he had done was turn around…

"Strange," he muttered, rubbing his forehead and attempting to side step the wall or hard object he had hit. The problem was…there was no where to side step. "How?" He kept trying to go around the wall, but it was as if the wall just kept on going! "What's going on?" he asked, his voice rising with panic as he attempted to move again, but kept coming in contact with a hard unseen barrier.

Time Turner turned a different direction, hoping somehow he could find his way back…but it too was blocked off. "What the devil…?" he was completely stunned. He knew there wasn't a wall there before, but somehow…it had appeared! It was like…he was slowly being boxed in…

"HELLO?" he cried. "CAN ANYONE HEAR ME?"



Hoofsteps. He heard hoofsteps slowly approaching. "Oh thank goodness," he muttered, his hoof patting his chest gently to ease his heart. "Hello? I'm afraid I'm stuck, can you-"

The hoofsteps paused. Time Turner listened closely, but not a sound was being made. "Hello?" Faintly at first, but growing ever so slowly, was the sound of heavy breathing. Time Turner swallowed a rather large lump in his throat, his hoof trembling as it patted his chest. "H-h-hello?"

The breathing continued, and it was different now. It was as if there were several ponies breathing. And it seemed to be coming from all around him. Time Turner attempted to remain calm, but found it extremely difficult. "N-n-now s-s-see here…" he said while mustering up some courage. "If you're n-n-not going to help me…t-t-then you best leave…"

There was a long silence…until a voice, low, gruff, and deep, muttered, "You shouldn't be down here…"

Time Turner gasped and found himself backing up against the mysterious wall. "W-w-who are you?" he demanded.

"You're a trespasser," the gruff voice accused. "We don't like trespassers…"

Time Turner clutched his heart. "W-w-w-we?"

"L-l-l-leave h-h-him alone, R-r-rainbow Dash!"

"Stay out of this Derpy! You know the Master's rules about trespassers! Or do you want to return to the carnival?"

The other voice began wailing in fear. Time Turner couldn't see a thing, but the studdering voice sounded like a young female, strange indeed. He flattened himself as much as he could against the wall.

"There was no need for that, Rainbow Dash," a new voice warned. This voice was also gruff, yet not nearly as frightening as the last. The new voice then began to speak tenderly to the wailing figure.

"Don't lecture me, Shortround! I'll speak to her as I please! Besides, she's always like this whenever somepony-"

"She's a child, Rainbow Dash! Or very much like one…she doesn't understand."

Time Turner heard a scoffing sound, and assumed it came from the voice named "Rainbow Dash". "She should know better! And if she thinks I'm frightening, wait till the Master discovers she allowed a trespasser to go-"

The wailing grew ever louder. Through the wailing, Time Turner could hear both comforting and swearing. He felt along the wall, hoping to find something that would set him free from this dark frightening prison, but it was all in vain.

"All of you, stop this at once!" A new voice emerged, calm, older, another female?


"No Rainbow Dash, you listen to me…" she icily snapped. "I'm tired of all this bloodshed; I'm tired of this whole mess. What is this stallion's crime?"

There was a gasping sound, almost as if someone was shocked by the mere question. "What has he done? He's trespassing! You know the Master's rules!"

Before Time Turner knew what was happening, he found himself speaking to the darkness. "I…I d-d-didn't mean to trespass. I swear, I came down to find a prop for tonight's opera. A spinning wheel…please, I didn't mean to offend."

There was a pause, before the mare's voice spoke again. "Put on your shrouds," she ordered.

"WHAT?" Rainbow Dash shouted.

"Put…on…your…shrouds!" she hissed, her words clipped and even.

There was a shuffling sound, as if someone were moving quickly. The sound was interrupted by Rainbow Dash's protest. "Am I the only one who cares about what happens to us? Am I the only one who share's the master's feelings on this matter? Have you all so easily forgotten what the carnival was like?"

The wailing began to start again, but the mare's voice quickly silenced both. "Go then Rainbow Dash, go and be gone. I will take responsibility."

Time Turner listened as the hoofsteps vanished somewhere in the darkness, and the wailing came to a series of sniffles. Without warning, a light flickered, and an oil lamp appeared, illuminating the small space.

The light hurt his eyes, and Time Turner peered through the shadows, attempting to see who held the light. He gasped when he saw two shrouded creatures before him, a Pegasus with a severe hunch who only had a face cover, and the other he could not say, for the body was completely covered, but certainly smaller than the other.. "Come monsieur, we will show you what you are looking for…and a different way out."

Time Turner was almost too shocked by what had happened and was taking place before him. The smaller shrouded figure gestured for him to follow. "You can't go back that way monsieur, believe me. And if you wish to escape, you had best follow Derpy and me."

"I…I…" he was stumbling over his words, trying to find his voice but to no avail. Who were these ponies? What was going on? And…who was this mysterious "master" they kept referring to?

The smaller shrouded figure gave an exasperated sigh, then came forward and grasped his arm tightly. "Monsieur, you must follow us." The words were clipped, and it suddenly occurred to Time Turner that the voice of the smaller figure was the mare's voice he had heard earlier. "My name is Rarity, and we shall lead you out of here." He didn't say anything, simply nodded his head and allowed the mare to pull him by the arm.

The larger bent over figure grunted, and began to follow from behind. Time Turner swallowed the growing lump in his throat, unsure what to think or believe, and wondering if he was truly safe.

As if reading his thoughts, the small mare said, "Have no fear monsieur, Derpy is quite harmless."

The bent over figure who was following started to laugh at the words, but it was a filly's laugh, one full of merriment and excitement. "D-do you know g-g-gypsies?"

Time Turner was thrown back by the question that Derpy had asked. "W-w-what?" he asked, still being dragged by the small mare, but attempting to turn and face the bent over pony.

"Gypsies! I…I k-know a s-s-story…with a b-beautiful g-g-gypsy mare!" she stammered happily.

Rarity sighed. "Ever since I told Derpy the story about the hunchback and the gypsy girl, she dreams of meeting gypsies."

Time Turner nodded his head, but he was at a loss for words. It was as if…as if these ponies led normal lives and discussed normal things…yet lived below the Opera House!

His thoughts were interrupted by the sound of something scraping along the hard earthen floor. "W-w-w-what was that?" Time Turner asked, trying to calm his voice.

"Shortround," Rarity said simply.

It was so matter of fact that Time Turner felt foolish for asking. "W-w-why can't I s-s-see him?"

Derpy was quick to answer. "Shortround i-is a dwarf! He-"

"Derpy!" Rarity barked. Derpy instantly shrank back. They continued on, although Time Turner found himself in deeper confusion with horrific images flying through his mind. A dwarf? And these two in shrouds? What sort of place was this!

"Here we are!" Rarity announced, after what seemed like a short eternity through twisting tunnels and dark caverns. The shuffling sound that the small mare had identified as "Shortround" moved quickly to a ladder behind them. "You would never have found the spinning wheel without our help I'm afraid," the mare announced. "I've been using it to make clothes," she explained. "I often forget that I must share the props with the actual Opera House," she chuckled, to which Derpy joined her.

Time Turner gasped when he saw the spinning wheel being lowered by a rope from overhead. "Ah! Thank you Shortround!" the mare said brightly. "I'm not very good at climbing, but he's wonderful," she quickly explained.

Time Turner simply nodded his head, the lump in his throat never allowing speech to come through. "Derpy, I want you to hold this, and mind the spindle," Rarity instructed, handing the large creature the prop Time Turner had come to find.

"If I'm n-not c-c-careful, I m-may fall asleep for h-h-hundreds of years! J-just like t-the s-story!"

Rarity nodded her shrouded head to Derpy's words. "Exactly, so be very careful." She then turned back to Time Turner. "Now monsieur, we shall find you a way out-"

A great gust of cold wind blew through the tunnel, knocking the oil lamp Rarity had been holding out of her hoof, the flame disappearing into the shadows. Darkness enveloped the cavern, and Derpy gave a cry of anguish, before dropping the spinning wheel and rushing past Time Turner, her large body causing the old stallion to lose his balance and fall to the ground.

"Master!" Rarity cried. "Please, allow us to explain, this stallion simply came to retrieve-"

Her words were cut short by a roar of rage. "TRESPASSER!"

Time Turner gasped at the sound. He had never heard anything like it! It…it barely sounded pony!

"You did this Rainbow Dash!" accused the voice of Shortround, who was speaking overhead.

Rainbow Dash's voice filled the cavern, responding to Shortround's accusation. "He would have learned sooner or later! And you know the rules! See, master? I was against it all alo-"


Both Rainbow Dash and Shortround shrank away, and the only sounds Time Turner could hear were heavy steps, and his own heartbeat, ringing loudly in his ears.

He was trembling, clutching his chest again, attempting to back away, yet still the steps approached closer, louder, each sound more ominous than the last. He wanted to plead for his life, beg forgiveness, anything that would wake him from this nightmare!

There was a menacing pause, and then, with hot breath hitting his face, Time Turner heard the most frightening voice that had ever filled his ears. "Who are you..." the voice was a hiss. A hiss that would shame a snake and make anypony plea for his life. "…and what are you doing here?"

"I…I…I j-j-just w-w-w-wanted…"

"Do you know what I do with trespassers?" the voice asked, in a menacing tone.

"I…I d-d-didn't mean to t-t-t-trespass! I…I j-j-just w-w-wanted…p-please!"

"Master!" Rarity's voice interceded. "He did not know the rules, he is new, I've never seen-"

"I KNOW WHO HE IS!" the dark voice snapped. "And I know that he knows my rules."

Time Turner had no idea who this pony, or maybe not even that, more like a monster was…but a horrifying feeling was filling him and causing his whole body to convulse and tremble with the cold knowledge. "P-p-please…"

"You know the rules…" the voice hissed. "And yet you disobeyed. You just wanted to come and see the Phantom…didn't you?" the sound of sinister glee rose with each word. Time Turner attempted to shake his head, but he was scared stiff. A sudden flicker of light illuminated the cavern floor. "Well…I wouldn't want to disappoint…" The light rose off the floor, higher and higher, until Time Turner's eyes widened with horror at the sight illuminated before him.


Despite the noise of the crowded foyer and auditorium, those that worked back stage jumped at the sound of the old stallion's screams.

"I swear! I could KILL that stallion!" Flam shouted in frustration.
Flim paled at the words of his colleague, quickly signaling for Flam to lower his voice. "Quiet! The last thing we need is for Fleur…or the Prince for that matter, to learn that something is amiss!"

Flam threw a hoof up in the air in exasperation. "How could he do this to us Flim? After allowing both him and his mouse of a daughter jobs in our theater! How could he do this to us?"

"Calm yourself Flam," Flim attempted.

Flam however was going to be anything but calm. "What are we going to do? We need that violin! Fleur de Lis sings with a violin solo during Act II! No one else knows that solo but Time Turner!" Flam began pacing. "It's just like Caramel! He's disappeared! He's taken our money and he's left, without a word, without a reason, without-"

Flim marched up to the stallion and slapped him hard across the face. "Get a hold of yourself!" he hissed, before glancing to the side to see if anyone saw them. The two managers were back stage after being called by Madam Octavia, the orchestra conductor. Octavia filled the mangers' ears with a litany of complaints, all centering around the fact that Time Turner was nowhere to be seen, no one could find him or knew where he was, and the opera had been delayed for ten minutes!

Fleur de Lis was pacing angrily, wondering what the trouble was, and indeed, out in the auditorium, the patrons were beginning to grow restless. After learning the news, Flam and Flim found themselves panicking, wondering what should be done--besides firing Time Turner, once he was found.

Madame Luna had already been sent to fetch Fluttershy, who was hard at work with preparing a frustrated Fleur de Lis. "I'm sure the mare knows what's become of the stallion," Flim attempted to reassure his business partner.

Flam was less convinced. "And if not? Then what? We still need to start the opera! These ponies paid good money! We can't lose that money! This is the first performance of the season! We'll be ruined if-"

Flim slapped Flam again. "Shut up!" he hissed. The two suddenly realized they were being watched and turned to see a bewildered and somewhat pale Fluttershy standing beside the dance mistress.

"I was told you wanted to speak with me?" she asked, her voice timid for she feared something was wrong.

Flim cleared his throat and nodded his head, his eyes holding hers. "When did you last see your father, mademoiselle?"

Fluttershy's already pale face turned even whiter. "My father?" her tone was high and full of worry. Madame Luna placed a reassuring hoof on the mare's shoulders to calm her. Fluttershy looked back and forth between the two managers. "What's happened? Is he alright? What's wrong?"

"Mademoiselle, please remain calm," Flim whispered, attempting to remain calm himself. "Madam Octavia has not seen him since earlier this evening, before any patrons were seated. And…well, as you very well know, we need him to play that violin piece, and no can find him-"

"He's missing?" Fluttershy practically shrieked. Flim placed a hoof to her lips to silence her.

"Hush! We can not have a scene! We-"

But it was too late. Fleur de Lis, looking more exasperated than ever, waltzed over to the managers with Fancypants close behind. "WELL?" she screeched. "What are we waiting for?"

"Senora, please, you must keep your voice down-"

"I WILL DO AS I PLEASE WHEN I PLEASE, AND I WILL SPEAK AS I PLEASE!" she barked. "Now tell me…what is going on?"

Mustering up as much calmness as he could, Flam stepped forward to explain. "It appears Monsieur Time Turner is missing, and we are-"

"MISSING?" she shrieked. Wincing with pain from the sharpness of her voice, both the managers nodded their heads. Fleur de Lis eyed them coldly, before turning on her heel. "Then fire him! And start the overture!"

"What?" Fluttershy shouted, staring at Fleur de Lis in horror. "You can't fire him! Something is wrong! He would never miss a performance! We must find him! Please! He…oh no, he could be hurt! Lying somewhere and no one can hear him!" hot tears of fear and worry were streaming down Fluttershy's cheeks.

"Who gives a damn!" Fleur de Lis spat.

Silence filled the small space. Silence…and then the sound of Fluttershy walking up to Fleur de Lis and without warning, throwing her hoof directly into the mare's eye. "YOU DESPICABLE UNTALENTED HEARTLESS TOAD!" Fluttershy shouted, her hoof wailing at the screaming prima donna who was pleading for Fancypants to save her. Everyone was frozen in shock at the scene before them, and it took a blood curdling scream from Fleur de Lis before anypony responded by pulling the angry costume mare off the sobbing soprano.

"Mademoiselle! Control yourself!" Flim shouted. Madame Luna pulled Fluttershy away from the managers and wrapped her arms around the mare who was trembling and sobbing with anger and worry for her father.

Fancypants helped Fleur de Lis up, cooing over her, to which she pushed him away. "That little BITCH better be gone by the time the first act is finished!" she spat. "Ugh! My make-up is ruined! My hair!" she wailed as she stalked off. Flim and Flam stared at the retreating figure of their beloved star, unsure what to say or do, but any thoughts on that matter were quickly gone when an usher appeared.

"Pardon me, but…the Prince is here and is growing impatient and says the opera should start, or he will demand…his money back," the stallion whispered in horror.

Both managers paled at those words of doom. "Tell Madam Octavia to start the overture RIGHT NOW!" Flam ordered.

Flim turned to the sobbing costume mare who was still being held closely by the dance mistress. He sighed and locked eyes with the older mare. "Madame Luna, if…you would please escort Mademoiselle Fluttershy out," he whispered. Madame Luna simply returned Flim's words with a cold stare. The managers turned and left, leaving the two mares behind.

"There, there, child, it will be alright…" the dance mistress soothed.

Fluttershy pushed away from the mare. "Alright? I…I just hit Fleur de Lis! I've lost my job! My father is missing! And…and I just cost him his opportunity at achieving his dream!"

Madame Luna knew that no amount of reassuring words would help Fluttershy. She sighed and found herself glaring into the shadows. She knew Discord was to blame for the stallion's disappearance, she only prayed that the Phantom showed some small amount of compassion and had let the old stallion live. Yet she highly doubted it.

The notes of the overture rose into the air, and the lights dimmed and the sound of applause filled the auditorium as the curtains slowly opened. Madame Luna took hold of Fluttershy's shoulders and forced the mare to look at her. "I will help you, but you must listen carefully to what I say," she whispered. "Right now, I have to help with the performance of this opera. If I don't, more disaster may occur. But as soon as it is over, I will…make inquiries…"

Fluttershy's brow furrowed at the mare's words. Inquiries? What did she mean? Yet before she could open her mouth to ask, the dance mistress continued. "You must trust me Fluttershy, I will learn what has happened and find him, I promise you. In the meantime, it would be best if you went home."


"Please, I know this must sound confusing, but you must trust me on this. You should go home before Fleur de Lis has another fit."

Fluttershy felt numb. Was this really happening? She nodded her head to the mare's words, who smiled warmly at her, with a dash of sympathy, before turning and leaving the costume mare alone in the shadows of the back stage.

Fleur de Lis's harpy-like voice filled the auditorium, and Fluttershy found herself seething with anger. She had never met anyone in her whole life that she wished more ill will upon. And the louder Fleur de Lis sang, the more the anger boiled within Fluttershy. No, she would find her father, she would find him right now! And…she had an odd feeling…

The smell of tobacco filled her nostrils and she turned her head to see three stagehooves chuckling amongst themselves. The odd feeling grew more and more…

"You!" she hissed, approaching them without a thought or care that they could snap her in two if she angered them enough. "You know something about my father, when did you last see him!"

They stared at her, amazed at her boldness to approach them with such a tone, and found themselves somewhat intimidated. "W-w-what?" one of them asked.

"Monsieur Time Turner! My father! The violinist! Have you seen him at all?" she demanded.
They glanced back and forth between themselves and looked back at her, their faces contorting with worry. "What? Tell me!" she demanded, knowing they knew something.

One of them sighed and shook his head. "We tried to warn him, but he wouldn't listen. He was too stubborn."

Fluttershy grabbed the stallion by his shoulders and shook him hard, despite her much smaller frame. The stallion found himself amazed by the mare's strength. "TELL ME!"

The stallion shook Fluttershy's hooves off him. "He went below!" he grunted. "Down…down there…" he pointed to a door just a few feet away. "I'm sorry mademoiselle, but…he's gone."

"G-g-gone?" Fluttershy asked, her voice trembling, not wanting to hear what she knew they were going to tell her.

"No one is allowed down there without the Phantom's permission. Everypony knows that. We warned him, over and over…but he wouldn't listen."

Fluttershy stared at the door while the stallions spoke. "I'm sorry mademoiselle, but…you'll never see your father again."

"NO!" Fluttershy shouted, stalking over to the door and gripping the handle with both hooves before pulling it open. "I'll find him and I'll bring him back," she swore.

The stallions stared at her. "Mademoiselle, you can't be serious? The Phantom! He'll…he'll kill you if you go down there-"

"TO HELL WITH THE PHANTOM!" Fluttershy cried out angrily. "I don't care…I'm going to find my father." She grabbed one of the lit oil lamps that was back stage and disappeared into the darkness, closing the door behind her.

The stage hooves stared in shock at the closed door. The costume mare was surely doomed, just like her violinist father. The Phantom never showed mercy, everypony knew that. The stage hooves began to pray for the soul of the brave mare who had just entered the mouth of hell.


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The clang of the stage door closing behind her sounded like an iron gate that was locking her in. Fluttershy stood silent for a moment, holding the oil lamp with a shaky hoof and observing the never-ending darkness that stood before her. She was alone; no one chose to follow her for they were too afraid, and Fluttershy could hear a tiny voice in her head telling her how foolish it was for her to go into the unknown all by herself.

But her father needed her. He was down here somewhere, she could feel it. He could be hurt, he could be trapped, he could be lost in the shadows. She had to find him, she had to save him, he was all she had left in the world.

Fluttershy took a deep breath and reached up to touch a rusty locket that hung around her neck. The metal was tarnished and beyond repair, but the picture inside was of her mother, and it was all Fluttershy had left of the mare. She said a silent prayer and with it, ventured into the dark unknown.

"She's…she's here!" Derpy cried out happily. Despite her size, she was jumping around like a joyful filly at Christmas, clumping her hooves and grinning madly.
Rarity, who had fallen asleep near the spinning wheel that only a little while ago they had gone to fetch, awoke with a start to Derpy’s jovial dancing. "S-s-s-she's here, R-r-r-rarity!" she stuttered, grasping the mare and twirling her around. "S-s-she's come a-a-at last!"

Rarity squealed when she felt her hooves lift off the ground. "Derpy! Put me down at once!" she cried, preferring to be dropped than crushed to death by the exuberant pony. Derpy blushed and then immediately placed the mare back on the ground, but her grin never disappeared. Rarity straightened herself. "What on earth are you talking about?"

Derpy found herself dancing again. "T-t-the gypsy mare! I…I know it's h-h-her!"

Rarity sighed, regretting telling her that story in the first place, especially since she lied about the ending. "Derpy, that's only a story, there is no-"

"NO!" she shouted, her smile disappearing. "I s-s-saw her! S-s-she's here! S-s-she's wandering near the old p-p-p-prop r-r-room!"

Rarity stared up at Derpy, her brow furrowed. She knew Derpy could get carried away with the stories she read to her, but this time was different. She could tell by simply looking into her eyes that it was true, she had seen a mare, and that the mare she had seen…was here.

"Near the old prop room?" she asked, feeling her hooves carry her away from the cavern they had been occupying. Derpy simply nodded her head before giggling again. Rarity was glad that she was so happy, but her blood ran cold at the thought of the innocent mare becoming another victim of Discord's booby traps…or of Discord's rage. "Come Derpy," she whispered. "Take me to her."

In a further cavern, Shortround sat by candlelight reading quietly. Rainbow Dash was sitting a few feet away, sharpening a knife on an old piece of leather. Now and then she would glance at the stallion, rolling her eyes as she watched Shortround lean close to the book he held.
"How many times have you read that stupid thing?" Rainbow Dash asked irritably. Shortround made no comment. "Waste of time," Rainbow Dash grunted.

Without lifting his head, Shortround muttered, "I have nothing to say to you, so continue sharpening your toy and leave me to read in peace."

Rainbow Dash cast Shortround an angry glare. "What's wrong with you?"

"You mean besides the countless times you mock me?" Shortround muttered, without looking up. "How about…you running to the Master to tattle on the rest of us?"

Rainbow Dash rolled her eyes and rose to her hooves. "The stallion was a trespasser! Does that not mean anything to you?" she threw her front legs up in frustration. "Tell me something Shortround, did you like the carnival? Did you like performing for those clops and being called names? Because I know I didn't! And I am never going back there!"

Shortround sighed. "The stallion only wanted a spinning wheel-"

"And the second he came back to the surface, he would tell everypony about us down here and a mob would be after us in a second! Think what you like Shortround, but you're wrong! I for one share the Master's feelings, I for one will not go against the Master's orders! I-"


The word was soft and distant, but it rang out loud and clear and both were silenced immediately upon hearing it.

"W-w-w-what was that?" Rainbow Dash asked, whirling her head around the cavern.

Silence, and then another call. "Papa?" This time it sounded closer.

"Sounds like…a mare?"

"A MARE!" Rainbow Dash exclaimed, her eyes widening with horror. "Are we to have no peace? How are these ponies finding us!"

"Quiet!" Shortround ordered. Both he and Rainbow Dash moved to a crack in the cavern wall, peering out to see if the voice was coming from that direction.

Sure enough, after a few seconds, a small light appeared in the distance, and with it, another cry. "Papa? Can you hear me? Are you there?"

"It is a mare…" Shortround whispered.


Shortround winced to Rainbow Dash's cries, and then paled when he heard, "Papa? Is that…you?"

"See what you've done!" Shortround hissed. "She's heading this way!"

"No…I…I'm not going back there…I'm never going back there!" Rainbow Dash mumbled, stepping back frantically and stumbling.

"Get a hold of yourself!"

But it was no use. Despite Shortround's attempt to calm her, Rainbow Dash rose to her hooves and immediately took off down a dark passage wailing for the Master. Damn! "Papa?" Shortround froze; the voice was nearly there! He quickly moved himself away, leaving his book and candle behind.

Fluttershy heard the sound of…hooves? She wasn't sure, but she quickly followed the sound, especially as she heard the sound moving faster. "Wait!" she cried out. "Please, I'm trying to find my father-"

She entered the cavern and saw the small candle glowing as brightly as it could, lying next to an open book. Somepony was here. It could have been her father, but…why would he run from her? The shuffling sound echoed off a cavern wall, coming from a dark tunnel; Fluttershy took off after it. "Papa! Please! Don't run away, I just want to find my father, Monsieur Time Turner! Please! I-"


Fluttershy froze as her father's voice filled her ears. He was alive. He was HERE! "PAPA!" she cried, whirling around the darkness, trying to find him. She lifted her lamp, which was quickly running out of oil, to try and spot him. His voice sounded so faint, she could hear his ragged breathing, which was interrupted by violent coughs. "Papa, where are you? I can't see…"

"It…doesn't…matter!" he said through his coughs. "You must…get yourself out of here!"

She continued to look around, and finally, in a tiny corner of the stone floor, she saw a small iron grate, and her father's hooves clinging to the bars. "PAPA!" she cried, rushing over to the bars and immediately grasping a hold of the cold iron and attempting to force it open.

It was hopeless, the bars were too strong, and it was clear that the tiny door was locked. She looked down at her father, horrified to see him lying on his back in such a tiny space. His face was hidden by shadows, but his hooves gripped the bars with all his strength. He was wet too, his body barely rising out of dark murky water that surrounded his prison. The space so was tiny, it was as if he were…buried.


"Who's done this to you?" she asked angrily, placing the lamp down and seeking out a hairpin. She remembered from one of the gothic novels her mother had read to her about a mare who picked a lock with only a hairpin. She prayed that that part of the story was true.

"There's no time my dear, you must leave, now!"

"No! I'm not going to leave you down here to waste away in the earth!" she went to work with picking the lock, cursing the bitter cold for making her hooves clumsy.

"Fluttershy, please, if you love me, you'll leave this place! He'll be here any second!"

"Who?" she asked, not stopping one second with the lock. It was the only way she could avoid allowing the fear to overtake her.

"The Phantom! He's real, Fluttershy! He'll kill you for sure! He's-"

"…right behind you."

Fluttershy froze. The voice was dark, lower than anything she had ever heard, and every hair on her coat stood on end at the deep growl that reverberated around the cavern walls. Before she could begin to turn her head, a claw grabbed her by the shoulder and whirled her around, so rapidly, that her oil lamp broke and she was encased in shadows.

"W-w-w-who's there! What do you want with us?"

She could hear movement, and felt a soft wind hit her face with each step. "Who am I?" his voice was a deep sinister growl that sent freezing shivers down her spine. "Your father knows…"

"RUN FLUTTERSHY! SAVE YOURSELF!" the old stallion shouted.

Fluttershy had never felt so frightened. She found herself reaching for the locket of her mother and pressing it tightly into her neck. She wanted to run, she wanted to flee for her life, but she couldn't abandon her father! She prayed for courage, prayed for resourcefulness, prayed for anything to have this…creature, show mercy upon both she and her father. "Please let my father go…" she whispered. "He didn't mean any harm, it was all a mistake-"

"MISTAKE?" he shouted, causing the cavern walls to shake. "HE KNEW THE RULES! NO PONY IS ALLOWED DOWN HERE! NO PONY!"

Fluttershy wailed, throwing her hooves over her head, afraid a piece of rock would come crashing down and hit her. The movement continued, and Fluttershy bit her lip, forcing herself not to cry. She had to show courage! "P-please…" she whispered. "My father…he'll catch his death if he stays in there…"

A dark menacing chuckle came from the Phantom's lips. "Catch his death?" he chuckled some more. "My dear…I am death."

The chuckles were more than Fluttershy could take. She found her own anger flaring up at the sound of the laughter, at the sound of someone mocking her concern for the life of another being. She bolted to her hooves and squared her shoulders. "You want to punish somepony so badly for breaking your rules? Fine! TAKE ME!"

The Phantom's laughter ceased. There was a long pause of silence before Time Turner cried in protest. "Fluttershy! W-w-what are you saying? Don't do this!"

The Phantom looked at the mare before him. After years of living in darkness his eyes had adapted to the point of where he could see clearly through shadow. Indeed, he had never seen the costume mare like this. She was small; the top of her head would come just to his chest. But she was no waif-like creature. She looked strong for somepony so small, and his eyes began raking up and down her body. She wore a simple dull blue dress, which lacked lace and ruffles. She was not thin, but deliciously curved; indeed, he could not help himself from gazing at her chest which rose and fell with every breath. Her hair was a vibrant pink, cascading down her shoulders and back in beautiful waves that seemed to have a life of their own. Her beautiful face was a natural beauty, with rosy cheeks that lacked the over-zealous amount of make-up that Fleur De Lis threw upon herself. Her coat was a mellow and soft yellow with wings that were pert and well formed, though they were small enough that they were probably not useable. Her eyes were wild, a light blue, that right now held a fire within them. Of course he knew she was spirited, he had witnessed that several times now since she came to his theater. Indeed…having her as his personal slave was not an idea he was against. He moved around her, knowing she could not see him, but enjoying how she looked for him whenever she felt the breeze billowing off his cape. "Do you know what you are asking?" he whispered darkly.

Fluttershy lifted her chin. "Yes."

"Are you sure?" he asked, his claws reaching out and with the touch that felt like a soft wind, brushing against her hair. "Because there's no going back. You do this, you can never return. You'll be mine…forever."

Fluttershy felt a lump rise in her throat. Trapped for all eternity in this hell, with no sunlight, no love…nothing. But a protesting cough that escaped her father's lips resolved Fluttershy's decision.

"I promise you," she said with a shaky voice, pressing against the locket tightly. "I will stay and take his place."


The Phantom breathed out a heavy sigh, amazed that he had been on tenterhooks while awaiting her decision. "Then it's done," he growled, removing a key from his pocket and quickly unlocking the small prison door that contained her father.

Fluttershy crumpled to the floor, gasping as the weight of what just took place overcame her. She had agreed to be this creature's prisoner, his…his slave, for…who knows what. She trembled at the thought and felt the bile rise in her throat.

"Fluttershy! What have you done?" she felt her father's arms envelope her from behind, and she turned to cling to him. "I'm an old stallion who has lived his life, and you're still young with so much ahead of you! Please, don't do this, I-"

He was yanked out of her arms violently by the unseen Phantom before Fluttershy had the opportunity to say anything. "Wait!" she cried to the darkness, her hooves seeking out her father, but finding nothing. "Please! Let me say goodbye!" But her pleas fell on death ears.

"RAINBOW DASH!" the Phantom bellowed. The mare immediately appeared, and the Phantom pushed the old stallion into her arms. "Take him away," he growled.

"NO! Please! Spare my daughter! Take me back!" Time Turner wailed.

Rainbow Dash was still in shock. "T-t-t-take him away? You mean…release him? Master, are you sure that's wise?"

One glare from the Phantom said everything Rainbow Dash needed to know. She quickly dragged the screaming old stallion away, leaving the Phantom alone with his silent captive.

Fluttershy was numb. She lay in a crumpled heap on the cavern floor, her breathing slow and uneven. Did this just happen? Did not that morning her father rouse her out of bed, happy and excited for the opening gala that would be taking place? Was it not a week ago that they had come to Maris with such high hopes? She had lost her father; she had lost everything she had ever dreamed for. She was truly alone.

The Phantom looked at the mare who lay on the floor before him. She seemed so small and fragile compared to the other times he had seen her. The spirit he admired was gone. He had at least expected the mare to be lost in hysterics, sobbing endlessly or attacking him with what strength she had. But this was not what he expected, this mute shell of a mare. She simply lay there, lifeless, save for the odd sounds that her breathing made.

Now what? Should he approach her? If he did, what then? The prison he had placed the old stallion was an ancient torture chamber where the victim was boxed in a tiny space, while water slowly flooded into the area, bringing the agonizing reality that the pony trapped would soon drown. He couldn't put her in there, although she was a trespasser and deserved death like all the others. But he had never killed a mare; frightened a few into insanity he was sure, but he had never killed one.

Clearly he hadn't thought this plan through, however, to his credit, it had landed upon him out of nowhere. He had to do something with her, he just couldn't leave her there with the opportunity to escape; she would wind up killing herself from one of his elaborate booby traps.

Mares; he was beginning to understand why he never got involved with them; they were too much of a hassle to try and figure out what to do with!

"Rarity," he muttered. The mare appeared at the sound of her name. "Take the mare…to the Southern chamber."

Rarity stared up at him. "But Master…that's where the costume cages are kept-"

"Exactly," he simply said. "Place her in one of those until I decide what to do with her. Or at least till the opera is finished."

Rarity couldn't believe what she was hearing. "You're going back to the opera?"

The Phantom looked down at the little mare, wondering why the shock in her voice. "It's opening night Rarity; I must see that everything is going as it should."

"BUT…THE MARE!" she shouted. Fluttershy still lay lifeless on the ground, not even flinching to the conversation taking place. "Master…you cannot leave, not like this at least. We must…we must do something; she's only a filly, look at her! She's just lost her father and freedom-"

"THEN SHE SHOULDN'T HAVE TRESPASSED!" he growled harshly. Rarity jumped and took a step back, not wishing to anger Discord more than he already was. That was one ill fate she did not wish on the poor mare. He groaned and ran a paw through his short brown hair. "Do as I say…take her to the Southern cavern, lock her in one of the cages, and after the opera, I will be down to see her."

"Yes Master," she whispered. Satisfied, Discord turned to leave, but a soft small voice stopped him dead in his tracks.

"Before you go…" came the faint voice of the costume mare, "…I have but one favor to ask…" A death-like silence filled the cavern. "…let me look upon my captor…so that I may know the monster to which I gave my life away to."

Her words were bitter, filled with anger and hatred. It was expected, but Discord had no pity for the mare, it was her decision and she gave her word. It was too late for her. And because of this reason, he had no problem granting her meek request. Without a word, he lit a match and walked over to the far side of the cavern wall. Every cavern had a candleholder, and Discord proceeded to light it, his back to the costume mare.

As the light slowly illuminated the cavern, Fluttershy peered through the shadows and began to make out a shape, it was tall, thin, and black. She realized that the blackness belonged to his cape that hung from his nonexsistant shoulders all the way to his ankles. Slowly, so slowly, he turned, revealing more of himself to her eyes. His body was too long and thin to be a ponies. She squinted, thinking she could see something more in the darkness. "Come into the light and remove your cape…" she whispered.

Without any word, he slowly moved his body forward and lifted his head to where the candlelight was streaming. She saw amber eyes, like that of a panther, glaring back into hers. His face looked like that of a pony, his left cheek of any stallion; rough and hinted with a few age lines around the mouth and eye. But it was the other half of his face that caused her eyes to widen and her heart to stop. The paleness she had seen earlier belonged to a mask; a smooth off-white mask that covered the right side of his face from the corner of his mouth all the way up to his forehead. His body seemed a mismatch of many different parts. He was much different from anypony she had seen, a deer antler on the right of his head as one horn and a goat horn on the left. His mouth held one long fang, a snake tongue, and a goat beard. His right arm was that of a lion, the left a claw of an eagle, with the right leg of a lizard, and the left leg of a goat. He even had a bat's right wing, a Pegasus' left wing, a horse's mane and a dragon-like snake's tail with a white tail tuft. The shape of his body resembled that of a snake. She was frozen in terror at this monstrously mysterious creature. It was true…everything she heard from the stage hooves and the dancers; the Phantom was real.

Discord held his arms out from his side, as if displaying himself. "Behold your captor my dear; behold your eternity."

She said nothing. Her eyes fluttered slightly, before rolling back and collapsing on the floor.


View Online


Her head hurt. Fluttershy groaned as she slowly awoke, her head throbbing with pain as if somepony were banging it like a drum. Why did her pillow feel so hard? Almost as if it felt like…stone?

Her eyes flew open as a sudden memory filled her brain. "Please…it had to have been a nightmare…" she whispered to herself. But as her eyes slowly took in the dim light that was all around her, she could see that her nightmare was more terrifying than she thought possible.

Bars. Before her she saw nothing but cold iron bars. She was in a cage.

"No…" she whispered, quickly rising to her hooves. "Hello?" she cried, banging on the bars, knowing she could not pry them apart, yet still her body tried. "Somepony? Please? HELP ME! CAN ANYONE HEAR ME?" she continued banging on the bars, praying that someone somewhere…other than the Phantom, would hear her cries.

The Phantom. She trembled as she remembered him, standing before her, a monstrous creature, clad in black, darker than midnight, save for his pale mask. Why did he wear a mask? What was he? Was what she saw real? Was it to enhance the terror his reputation had already sent forth? Or…was it something far more sinister? She recalled some of the stories she heard the dance mares chattering about when Madame Luna was not present. Stories about the Phantom and his terrifying face and body.

However, his face and body were the least of her worries. Her father! The Phantom had her father removed…but where? Did he release him as he had ordered? Or was it all a trick? A trick to have his revenge on her father while still keeping her for…

Her stomach twisted in knots at the thought, and she felt the bile rise slightly.

No, she would not let any stallion have her, not that way, never! She would kill herself before it happened! Or kill him…

"There must be a way out of here," she muttered, stepping away from the bars and examining her prison. Was there a door? She could not see one, but there had to be one! She peered all around her, noticing for the first time hanging racks filled with nothing but elaborate costumes…costumes that she realized had long since been forgotten. Perhaps there was a door behind the racks! She pushed through the fabric, trying to see if she could find anything, when a loud thump startled her.

Fluttershy whirled around to where the noise had come from, peering out past the bars, but saw no one. "H-h-h-hello?" she asked the air with a shaky voice. She could hear breathing, but saw no one! "Is someone there? Hello?"


And then, "SHE'S AWAKE!"

Fluttershy screamed as a large hunchbacked pony emerged from the shadows out of no where, her face pressed against the bars. "She's awake! She's…" she stopped when she realized Fluttershy was screaming, and then she too, started screaming.

"Derpy! Stop it at once!" a figure cried. A stallion came from a cavern, however this stallion seemed to be only half the size of a normal pony. Fluttershy continued to scream as the pony turned to Fluttershy, biting his lip with worry. "Please don't scream mademoiselle, you'll only frighten Derpy more!"

Derpy continued screaming, her cry terrifying and sharp, causing the cavern ceiling to shake. "DERPY!" as if on cue, all the noise stopped, as another pony emerged, throwing her shroud off and immediately coming to the hunchback's side to comfort her. "There, there," she whispered. "It's alright, you just startled her is all, she's not terrified of you…she won't hurt you…"

Fluttershy stared in bewilderment at the three figures that were outside her cage. A disfigured mare, a hunchback mare, and a dwarf; they were all…

"Freaks," the disfigured mare said out loud, as if reading Fluttershy's thoughts. "We accept it," she sighed, finally calming Derpy down to where she curled herself up into a ball and rocked herself back and forth, staring at Fluttershy behind the bars. Satisfied, the mare turned and did a small curtsy. "My name is Rarity," she greeted warmly. "And this is Shortround," she added, indicating the dwarfed stallion. "And…well, you've met Derpy," she said with a smile, rubbing a hoof over the hunchback's arm.

Fluttershy was at a loss for words; she didn't know what to say! "W-w-who…h-how…"

Shortround cleared his throat and began to speak. "We work for the Master, and…were told to keep watch for when you awoke," he explained.

"The Master?" Fluttershy asked, staring at the three of them. "Do you mean…the Phantom?"

Shortround and Rarity exchanged glances. "Well," Shortround muttered. "That is one name…but he prefers 'master'."

Despite the unbelievable chaos of the situation, Fluttershy's face contorted to one of anger at the words. "He is no master of me," she hissed, before turning her face away to hide the angry tears that threatened to show.

Rarity sighed and approached the cage with sympathy. "My dear…please do not despair…the Master is truly good-"

"GOOD?" Fluttershy whirled around at the words. "Good? He imprisoned my father! He threatened to kill us! I'M IN A CAGE!" she shouted, rushing to the bars and beating them with her hooves.

The three figures stepped back and Derpy whimpered. Rarity immediately placed a calming hoof on the hunchback's arm and her whimpering ceased. The mare was right; the Master behaved like a monster earlier, how else would she think of him?

Fluttershy stared at the figures then turned away, sitting on the rocky ground and tucking her legs up under her chin. Rarity gazed upon the mare's crumpled form, sighed, and turned to the others. "Why don't you both go and wait for the Master to return." Shortround took the hint and urged Derpy to follow.

"G-g-g-goodbye gypsy mare!" Derpy said somewhat happily, before turning and leaving with Shortround.

Fluttershy turned her head slightly to watch as the two figures left. Rarity smiled softly, although her eyes were filled with utmost sympathy. "Derpy loves the story of The Hunchback of Notre Dame…I confess, I changed the ending somewhat for her…now whenever she sees a beautiful mare, she thinks she's Esmeralda," she chuckled softly. Fluttershy still remained frozen. "My dear-"

"Please," Fluttershy whispered, "Just…just leave me alone."

Rarity bit her lip. "W-would you like me to bring you something hot to drink? Are you hungry? I-"

"Please go," Fluttershy whispered again, curling herself up into a tiny ball and hugging her legs even closer than before. Rarity sighed and lowered her head in defeat. Time was what the mare needed most.

"Here, in case you get cold," the little mare whispered, pushing a wool blanket through the bars. Fluttershy didn't say a word, she simply lay where she was. Rarity sighed and began to walk away. Yet she stopped, paused, and turned one more time. "I just…I just wanted to say…that I think what you did was extremely brave. I don't think many ponies would have been able to do what you did…" Fluttershy didn't respond at all. Rarity gave a soft smile, tears threatening her own eyes, before turning and leaving the mare alone in her cage of iron and despair.

For the longest time she lay there, still as a mouse, listening to her surroundings, listening for the agonizing sound of footsteps. Yet none came. She turned her head slightly, looking around her dim surroundings (a single torch illuminated the cavern, which hung near the cavern's only entrance), and satisfied that she was truly alone, sprung to her hooves and frantically began to look for a way out.

Somewhere…I know there is a door here somewhere! She pushed through the layers of dusty cob-webbed covered costumes, coughing and sneezing here and there, desperately seeking the way out of her prison. And then…at last, hiding behind a large heavy black drape, she found it…the tiny door that kept her and freedom apart.

It was locked, as she suspected, but that didn't matter. She would get out, she was quite determined! She grabbed the last hairpin she had, causing her already loose hair to fall completely down her back and shoulders, and set to work. She had to hurry, for she could hear, ever so softly, the last chorus of the opera being sung.



Time Turner gasped in pain as he felt a sharp thick boot kick him hard in his side. He glanced up, his eyes red and swollen, seeing a stallion in a maroon uniform glare down at him. He immediately recognized the uniform as belonging to one of the doorponies of the Opera House. Why was he outside the Opera House, and why was this stallion kicking him and urging him to move along?

And then it all came back.

"FLUTTERSHY!" Time Turner cried, quickly rising as fast as his legs would allow. "My daughter! Oh you must help me!" he wailed, gripping the lapels of the doorpony's coat. "He has her! He has my daughter!"

"GET OFF!" the doorman shouted, shoving Time Turner away. "And move on before I call the police!"

Police? YES! That was exactly what he needed! "Yes! Please! We must get the police at once! I need to speak with Monsieur Flam and Monsieur Flim, they will help me, I know it!"

The doorpony stopped Time Turner and shoved him again, this time sending the old stallion to the ground. "GET OUT OF HERE YOU DRUNKEN FOOL!" he shaking his hoof in a threatening manner, and Time Turner suddenly realized in his panic that the stallion was not going to let him by. The stallion didn't know him, and Time Turner looked at his own tattered coat and mud-caked clothes and knew it was a lost cause. Who would believe that he was an employee of the Maris Opera House?

"Are you deaf you old pony? I SAID GO!" Time Turner quickly sprung to his feet before the doorpony had the opportunity to kick him again with his boot. He quickly scampered away, hearing the doorpony's threats behind him, knowing he had to find somepony who would help him…but who? Would the police believe him? No, he needed someone who knew him, somepony who would help him find a way to get Fluttershy back! But who? Who had such influence to help a grieving old stallion?


"And…remember the way she paused, because there was supposed to be…that violin solo!" laughed a well dressed gentlecolt, before taking another drink from his brandy glass.

A small group of stallions erupted with laughter, each pounding one another on the back, lighting cigars, and drinking brandy as the minutes ticked by.

"That was priceless…" another stallion chuckled. "Oh Blueblood, you sure picked a good star! At least we all now have something to entertain us at that bloody place!"

Blueblood gave a small trying smile to his friend's comment, his hoof rubbing his forehead as he inwardly dealt with his irritation. The evening was somewhat short of horrible. At least the horridness disappeared when Fleur wasn't on stage. Unfortunately, there were only three scenes in the whole opera when she made no appearance. And despite the money he was making off her name and so-called talents, he hated feeling like a fool, which was exactly what his friends were doing.

"She reminded me of my dog," one stallion added. "Except I think that bitch can actually hit a proper note!" the others burst out laughing, while Blueblood simply glared.

"Oh come now Blueblood," a grey and white-haired stallion chuckled. "Despite the mare's less than spectacular performance, the evening was a success."

"Here, here!" the others crowed.

"Indeed!" the light grey and white-haired stallion continued. "No doubt, thanks to our friend Black Marble," he said, lifting his glass in the direction of a light colored curly haired gentlecolt who was sitting with them, "who as we all know has such a high influence with the papers, a good review will be published and more ponies will come to see the mare, and more money will be placed in our pockets! See? Everypony wins!"

Blueblood gave a glare to his friend, but then a smile spread across his face. "Indeed, you are right Hoity Toity," he said, raising his glass. "To Fleur de Lis and the money she will bring to us all…was I not right to encourage you to invest with the Opera?"

The stallions chuckled. "Indeed, except for poor Caesar, who only goes because his wife insists!"

Caesar gave the others a glare. "How else am I to convince Lyra that I'm not going out every night to be with my mistress? I swear the mare has spies following me!"

"Oh who gives a damn what the mare thinks," Hoity Toity grumbled. "It's your own bloody fault that you got married in the first place!"

"I needed an heir!" Caesar defended.

"Don't we all?" Black Marble added. "Yet you don't hear the rest of us who are married complaining. Why? Because we know who is the head of our households, and it's not our bloody wives!" several other stallions cheered to Black Marble's words and lifted their glasses in a toast.

"Too true," Hoity Toity added, lighting another cigar. "Really Caesar, the next thing you're going to tell us that she insists that you actually give her pleasure when you're bucking her!"

"If she lets you," Black Marble added. The stallions burst out laughing while Caesar turned a bright red.

"Leave the stallion alone," Blueblood interjected, although he had been laughing along with the others. "The point of a mistress is so that you don't have to sleep with your wife! And Caesar is the only one who's future is secure with at least two heirs."

"Legitimate heirs," Caesar grumbled.

"Here, here," Black Marble chuckled.

"Speaking of mistresses," Hoity Toity commented, "How does it go with the dried up soprano?"

Blueblood was sipping his brandy when he heard the words. He glared from the rim of his glass at his friend, but forced a polite smile. "She still serves her purposes," he simply said. "And you good stallion? Still pursuing young male falsettos?"

Hoity Toity turned a deep shade of red while the other stallions burst out laughing. Blueblood couldn't help but grin wickedly.

"Come now Hoity Toity," he muttered with a cigar between his lips. "We are all friends, are we not?"

Hoity Toity forced a smile at the Prince. "Actually, I have met a delicious dance mare by the name of Applejacqueline. Very beautiful for a dancer, and has a mouth like you wouldn't believe…not to mention a throat…"

The others were leaning in close, practically drooling at the stallion's words. "And she tells me Blueblood, that you've been seen attempting to…seduce the new costume mare?"

The other stallions turned to the Prince with surprised looks. "A costume mare? Blueblood, I distinctly remember you saying how the lowest a stallion could sink was with a chorus mare…but a costume mare? What has bucking Fleur done to you?"

Before Blueblood could speak, Hoity Toity continued. "Not only has he been seen attempting to lure this mare to his bed-"
"-or lounge," Caesar chuckled.

"But it seems that…could it be…the costume mare has spurned you?"

The others stared in horror. "Blueblood…if a mere costume mare spurns you…there's no hope for the rest of us."

"She did not SPURN me!" Blueblood growled, chewing on his cigar. "And I will have that mare…and if you had seen this mare, you'd understand why she's worth the pursuit! Luscious curves, an ample bottom that's never felt anything other than the fabric of her undergarments…not to mention nimble little hooves that could grip anything hard and thick…"

Now the stallions were drooling at Blueblood's description. Hoity Toity snorted with disgust, causing the trance to break.

"Point being that you haven't succeeded in bedding her," he grumbled. "Now, if you'll excuse me gentlecolts, I am meeting the delectable Applejacqueline who is going to introduce me to one of her dear little friends, and the three of us are going to go back to my apartment for a private party, while you sorry lot sit here and smoke cigars with one another. Good evening," he said, before tipping his hat and heading towards the door.

Yet the second Hoity Toity reached it, an old stallion, looking frantic, burst inside, crying the Princes's name. "Prince Blueblood? I'm looking for the Prince? Have you seen him? Anypony? Please!"

Hoity Toity looked at Blueblood from across the room, and Blueblood rose to his hooves, locking eyes with his friend before looking at the muddy old stallion. "Please! I have to find him! He can help me, I know it! I-MONSIEUR PRINCE!" Time Turner rushed to Blueblood's side and practically fell to his knees. "Monsieur, you must help me! Please! He has her! He's taken her! WE MUST GET THE POLICE AT ONCE!"

"Who are you?" Blueblood asked in disgust, moving away from the lunatic that had fallen at his hooves.

Time Turner glanced up, surprised by the Prince's words, not to mention his tone. Yet he was covered in mud and dirt, he was probably unrecognizable. "Why it's me monsieur, the violinist? Monsieur Time Turner? You once complimented me on my playing."

"Did I?" Blueblood asked, lifting an eyebrow. "I confess, I do not remember speaking to somepony like you…but then the Opera House is filled with many…" he looked Time Turner up and down before removing his scented handkerchief and lifting it to his nose. "Anyway, why do you come here sir, interrupting the merriment of my club in such a distressed state?"

"HE HAS HER MONSIEUR! WE MUST SAVE HER! PLEASE!" Time Turner was gripping the Prince's evening coat, holding on for dear life, praying that this stallion would believe him.

The Prince was overwhelmed by the stench the stallion was in, and managed to push the feeble old stallion off him, coughing at the smell. "Remove him from here," he muttered to some of the staff who had come to see what the commotion was all about.

"NO! Monsieur, my daughter is Fluttershy! The costume mare! You have spoken with her, on several occasions, am I not correct? Please! You must help me get her back!"

"Come on old fool!" one of the staff members grumbled, dragging Time Turner away.

Blueblood rolled his eyes. "Get her back from whom?"


There was a brief moment of silence, before the whole room burst into laughter. Everyone save for the Prince. He hated talk about the Phantom. It was a myth that was created by Cranky Doodle Donkey, but he hated how it continued to live on, and how there were those that felt it necessary to make the myth seem real by sending threats and demands, not to mention the hysteria several ponies at the Opera House had over the silly ghost stories.

"Get him out of here," Blueblood growled, before sitting back down at his table and taking a long drink from his glass.


"Your daughter probably ran off with a stage hoof to offer him her so-called virginity. I mean what can one except from a costume mare?" Raoul's comment was greeted by hysterical laughter, and Time Turner stared in horror at the Prince as he was dragged away and thrown out onto the street.

"STAY OUT!" they shouted at him, before slamming the door in his face.

Time Turner stared at the closed doors, the horrible words ringing in his ears. The one pony who he thought cared for his daughter was a cad…and he was truly alone. The managers wouldn't see him, no one would let him back inside the Opera House, and now its most powerful patron had abandoned him as well…not mention had turned out to be snake.

"I'll go to the police myself!" Time Turner said with determination. "I have to save her…I must!"


Madame Luna had waited till the theater was practically empty, save for a few stage hooves that were cleaning up. She had urged Twilight to go home with several friends and explained she had some important matters to discuss with the managers. Now that she was alone, she made her way towards the secret door that she always used to gain access to the secret labyrinth of the Phantom. Yet the door was locked. It had never been locked before, it was a secret passage that only she and Discord knew how to open! And only Discord had the power to lock it…

"Good evening madam," Discord greeted coldly as always.

Madame Luna whirled around, staring at the shadows in front of her, before seeing the tall masked figure image from the darkness. "Discord! W-w-what are you doing up here!"

"I may feel free to move about my theater however I please," he explained, before extending an envelope to the mare. "Here is a note I wish you to give to my dear managers. It's rather thick…due to all the corrections they need to make before the next performance."

Madame Luna stared up at Discord, his face always unreadable, mask or no mask. "Perhaps the performance would have been better if a certain violinist was present."

Discord snorted. "I highly doubt it…that harpy can butcher anything, from a simple scale of notes to the most beautiful opera composed. No violin solo would have saved the evening."

"Where is he Discord?" Madame Luna asked, feeling her body shake with fury. She hated these games, he only said such things to prolong the agony, like a cat that had caught a mouse, but was merely playing with it before killing the wretched creature.

Discord had been pacing when the conversation began, yet now stood frozen, his amber eyes catching the dance mistress'. "You know my rules," he growled.

"Discord, please! He didn't mean you any harm, and you know it! He's an old stallion, he's barely been here long enough to know anything about you! He-"

"THEN IT WAS HIGH TIME HE FOUND OUT!" the Phantom barked, retreating to the shadows, his cape billowing behind him. Yet he had not gone. Madame Luna could still hear his breathing, could still feel his presence in the small space.

"Is he dead?" she asked, her voice heavy with weariness. How could she approach Fluttershy with such news? "Discord?"

"You know my rules, madam."

"DAMN YOUR RULES DISCORD! IS THE STALLION DEAD?" she had had enough of this nonsense.

There was a long pause, so long that Madame Luna wasn't sure if he was still there or not. Discord had the uncanny ability to move about like…well, for lack of better words, a ghost. Unseen, unheard, yet very present.

Finally, the silence was broken. "You forget yourself madam," he hissed from the shadows. "You forget that I allow you to enter my world. You forget that you are a guest…and you forget that I have the power to control whether those booby traps that you pass so easily go off or not. I do not take orders from you…and I do not answer questions unless I wish to."

Madame Luna felt a cold shiver run up and down her body. Was he declaring her an enemy like all the others? The last thing the Opera House needed was a war, and she knew that if Discord's madness was driven beyond the point of no return, a war was what would happen. The ghastly things he was doing right now were by no means the crescendo of his fiendishness.

"Leave madam," Discord whispered; the harshness of his voice was somewhat less, but the coldness remained very present. "Go home and rest. The dance has much to work on before the next opera."

Madame Luna's face tightened into one of anger. How dare he tell her how to properly run a ballet company! She was a dancer, not he! "Stick to your compositions Discord," she hissed. "I do not tell you how to write music, do not tell me how to train my dancers."

Discord found himself taken aback by her words. "This is my theater madam, I run things here!" the rage was boiling in his voice. "And you shall deliver that note-"

"DELIVER IT YOURSELF!" she shouted, throwing the note on the floor and stomping on it with her boot. "I am done playing your messenger," she hissed to the shadows. She turned on her heel then and began to stalk off, her black skirts billowing behind her.


"NO!" she cried out, wheeling around. "How dare you! How dare you threaten an innocent old stallion, how dare you commit heartless murders, how dare you patronize my years of extensive research and training in the art of dance!" she had never felt such fury. "You know something Discord…I am sorry that the world turned its back on you because of your face and what you are. I'm sorry that the world spat at you, that the world denied you, that the world caged you and then laughed at you and called you names. But how you are perceived now is your own responsibility! You control the monster, not the world! The way you show no compassion for anyone or anything! The way you threaten others, the way you…you use mares for whatever lusts you crave! And the way you talk…how this is your theater, how these are your rules! Do you have any idea who you are sounding like?" There was a long silence. She took a deep breath, not sure if he were still there or not, but knew she had to say it. "I see no difference Discord…no difference whatsoever between yourself and Prince Blueblood!" With that, she turned and picked up her skirts and ran, not looking back, not once.

Discord was in the shadows, he had not gone. He had stayed that whole time, listening to her words, wanting to lash out, wanting to scream, but he was frozen. Did he breathe? Did his heart beat? Did he have a heart?

What did she mean by that? No difference between himself and the Prince…there were PLENTY of differences! Discord appreciated music, all the Prince cared about was money! The Prince was this blonde Apollo figure, while Discord was more like the disfigured Hephaestus. Yes, Discord paid for mares to…but he did not leave them pregnant and ruin their promising careers! He groaned and stamped his cloven feet, damning his uncontrollable lusts for flesh, damning all that the world had done to him! He couldn't go out into the world! He had been put into a carnival freak show! His own mother had abandoned him as a child! What else could he do? He had no choice but to go into hiding, and if no one else was going to care for the Opera House, for the art of music, then he had to! He looked like a monster, but he was not like the Prince, he wasn't…he wasn't…he…he…

"AAAAAAAAAAAAHHHHHH!" in a roar of rage, Discord headed down one of his many passageways, down to his labyrinth, down to his hell, down to his sanctuary! And while he fled, he remembered the mare, remembered the body that he found himself lusting for when he first saw her there in the cavern, her fiery spirit shining like a beacon in her wild blue eyes.

And he had never been more disgusted with himself. He actually thought himself above the Prince, but he realized that by doing what he intended, by turning the mare into an unwilling sexual slave for his own pleasure…

Madame Luna was right, damn it! He was no different than the Prince!

He shouldn't go to her; he should leave her where she was and not have anything to do with her! He could release her like her father, send her away, be sure the Opera House would not take her back, get rid of her as he got rid of the old stallion and never be plagued by her beauty again! That would make him different from the Prince!

Yet despite these thoughts he found himself running, flying it seemed, through the dark tunnels, through the dimly lit chambers, past rocks, past the underground lake, past deeply cut pits that he truly believed led to hell itself. He flew to the area of his world where he knew she was kept, and he did not stop till he reached the cavern.

It was quiet. Too quiet.

He listened, but he couldn't hear the sound of her breathing.

He swiftly approached the cage, not caring if she screamed, just having to see her, not sure why, but feeling the need to simply look at her face, look into her sky-colored eyes and somehow, find something in them that resembled what part of humanity he had, that did not reflect the Prince, but reflected his own monster, that reflected himself.

He gripped the bars, unsure what to say. What was her name? He had heard the dance mares say it often…Flattershy? Flittershy? FLUTTERSHY! Yes! But should he reveal that he knew her name? Did it matter? He simply wanted to look at her! Her sleeping form would suffice, anything, just…

He froze.

On the ground, inside the cage, lay a blanket and several costumes that had fallen from the hangers they had been hung on. He didn't have to peer inside to see what had happened. He already knew, for on the ground, shining dimly from the torch light lay a glistening hair pin.

And next to the pin, was an open door.


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The cage was empty.

She was gone. She had promised to take her father's place, and now she was gone.

He felt like a fool. He had actually felt sorry for her! Felt sorry for taking her prisoner, for frightening her, and for the threats he had made. And he had flown to this cage, hoping that somehow he could find some thread of humanity within him by simply looking at her.

And she had abandoned him.


Within moments, the others arrived, looking frantic and worried when they saw their master, his whole body rigid with fury.

"The mare is gone…" he growled.

Rarity gasped and looked at the cage, seeing the open door. She should have stayed, she shouldn't have left, the poor filly. She blamed herself completely for this.

"She's out?" Rainbow Dash sputtered, her body beginning to tremble. "She'll tell…she'll…she'll tell the others…they'll…they'll be down here after us!" her voice broke into hysterics. In two strides Discord had Rainbow Dash by the back of the neck and slapped the mare so hard, she would have stumbled backward had not Discord been holding her upright.

"FIND HER!" he hissed. "She will not tell anyone…find her NOW!"

Shortround and Rainbow Dash turned and left the cavern as quickly as they had arrived. Rarity was holding a hoof to her mouth, looking frightened and worried. "She'll get herself killed Master…she does not know these tunnels like us! She'll-"

"Fetch Derpy and look for her…" he growled, turning his back on the little mare.

"But Master-"

"DO AS I SAY!" he roared, turning abruptly, his amber eyes wild with rage. The mare squealed and ran away, calling for Derpy as she went. Discord felt his body sag, like a weight had been lifted. The rage of the moment had passed, but only momentarily. He needed to quench his fury, and there was only one way that he could turn his anger into art; turn his madness into beauty.

He raced to his private cavern, the place where he kept his beloved organ, and once there, threw off his cape, his hat, even his dress coat, and seated himself at the bench, sweat dripping down his forehead, his heart pumping wildly, as he drew the score to the music stand. His leather-gloved claws moved over the familiar keys, and without looking down, he began to play. The song was his own composition, one he wrote during a very bad mood, and it was a song that could either soothe the rage he felt…or kindle it to wildfire.

The only good thing about emotions was the artistic drive they gave for his compositions. He played passionately, his claw and paw large and rough, yet so skilled and quick, moving over the keys like a harsh caress. He pounded on them harder as he felt the fury grow more and more in his blood. He played faster, his whole body shaking with each note, the organ causing the ceiling and walls to tremble. His body was tense, rigid, every muscle rippling in his back, shoulders, and arms, and yet he continued to play, not caring for the pain he could feel, or the blood that dripped from his blistered claw and paw.

In a tiny corner of the dark room, Fluttershy lifted her head from behind a stone pony she had been using as a hiding place. Once she had escaped her prison, her joy was short lived, for she realized all too soon that her true prison was this underground labyrinth of rock and shadow. She moved quietly through the stone caverns so as not to attract attention from the Phantom's servants. There had to be a way out, if she could find the way in which she had come…but then strange things began to happen. She had turned a corner, decided it was the wrong way, and upon turning around, found the way she had come blocked off. When or how this happened she was unsure, but she realized that she was in far greater danger outside of the cage than in it.

She continued on her unknown journey, her hooves the only thing that guided her, for she had no lamp and there was no light in these tunnels. She heard voices overhead, and then she heard the furious scream of the Phantom; he had just learned of her escape. She had to hurry.

She moved as quickly as possible, her hooves stretched out and unsure, but she continued moving. Several times she stumbled and fell, feeling her skirts ripping, but not caring, forcing herself up and moving onward. Then, up ahead, she saw light. It was dim, but it was still light. She moved towards it, faster and faster, gasping as she felt her leg cut against something sharp. She bit her lip and held back the painful cry, especially as she realized her leg was bleeding somewhat. But she continued, and finally, she reached the dimly lit place, and found herself staring in wonder at her new surroundings.

It was a large cavern, bigger than some of the others she had seen. There were lush Persian rugs on the ground, silver candle operas, and vibrate medieval tapestries that hung from the walls. There were mahogany chairs and tables, covered with musical instruments and piles upon piles of parchment. She looked at one pile, and realized that it was a musical score. No…an opera! One that she had never heard of…Don Juan Triumphant.

A breeze rushed through the cavern and made a soft howling sound. She looked up to see what caused the sound and gasped loudly at the sight of the magnificent pipe organ that seemed imbedded with the rock. She began to approach it, but then heard a noise…like footsteps…in the distance.

Somepony was coming. Or worse, he was coming. She had to hide. Somewhere, anywhere! She saw a curtained area off to her left and dashed for it, flinging the curtains open, looking for a place to hide, but finding instead…a bedroom? Yes, a large mahogany bed that looked as if it belonged to a Middle Eastern sheik. It was covered with soft sheer veils, large purple and scarlet gold-trimmed pillows, and a lush blanket that looked like velvet and silk combined. Was this the Phantom's bedchamber? It reminded her of something she had read in a gothic romance, but all thoughts of such things vanished when she heard the footsteps quickly approaching. She could not hide here, what if he came in? Her only other option was behind a large stone pony that filled a tiny corner at the far end of the organ room. And so she hid, and she waited, and she held her breath as the raging Phantom entered the chamber, throwing off some of his garments, and began to play most passionately at the organ.

She bit her lip as she watched him. The way he played…as if he was tortured by something. She had never seen anypony play with such passion, or with such fury. She should be afraid, yet she wasn't…she was intrigued.

The haunting music sounded familiar in some way to her, like she had heard it before in a dream. She found herself being drawn from her hiding place, rising slowly and softly from the shadows and stepping into the soft candlelight. He had his back to her; the emotion in which he played had all his attention, she even wondered if he could hear her. She knew that the others would be looking for her, yet she believed she had a better chance of escaping with them in pursuit than with the Phantom. This was her chance. She could slip out, unnoticed, and seek an exit. She would find something, she was sure of it. She just had to do it before he realized she was behind him.

But a different voice gnawed at her. He had imprisoned her father, threatened to kill him, threatened her own life, and placed her in a cage. He was cruel, a villainous fiend that was more of a monster than any kind of pony. And perhaps because he was a living being and not a ghost, was what made him so monstrous.

And she should seek out her revenge.

That was what the voice was telling her. What was he? Why does he wear a mask? Why does he live beneath the Opera House? What is his secret? She wanted to know, and had a feeling that by removing his mask, she would learn it. It all lay there, the answer to all her questions, beneath that mask, and all she had to do was reach out and grab it. He wouldn't know; he didn't know that she was there right now, and before he realized what had happened, she would have her revenge. Revenge for holding her prisoner, revenge for harming her father, revenge for all those other people who had lost their lives to the Phantom's wrath.

Four steps. She was four steps away from him. Four…three…

No! Just run and leave!

Two steps. She was only two steps away. His body was slumped over the organ, every muscle tense, every fiber of his being locked with the music. And yet he was still unaware that she was behind him.

Leave Fluttershy! Leave now! Don't do this, you'll regret it!

One step. She was only one step away. She could easily reach out and grab the mask…one tiny step was all it took.

You should have run…you'll never escape now.

Discord was lost in the music. The song had changed from the furious sound in which it had begun to a lonely melody filled with both passion and despair. A song of longing, a song of need; a song that was his autobiography. He played with such emotion that it wasn't until he began to feel the breeze against his deformed cheek that he saw the shadow in the candlelight behind him and noticed the curtain to his bedchamber was fully open, with a small trail of blood on the floor.

And then he felt nothing.

His mask was gone. His face exposed. The cold air hit it like a knife, and he stumbled backwards at the shock of it.

Fluttershy stumbled back too, shocked at what had just happened. Without even thinking, she had reached out and grabbed a hold of his mask and now held it in her small hooves. The Phantom sprang to life from his musical enchantment and whirled around to face her, his amber eyes wild and filled with shock, fear, and rage. Rage most especially.

"YOU!" he shouted, his paw flying to his face to cover his exposure.

But it was too late. She had seen it.

Fluttershy stared, her eyes wide in horror. Her mouth fell open, as if wanting to scream, but no sound came out. She stared at the sight of his misshapen deformity and felt her stomach tie up in knots, felt her knees go weak, and felt her head become light. The side of his face that she had unmasked was a mirror opposite to the other. His "normal" side was rough-skinned with a strong jaw line, like any pony who was a workpony. But the other…the skin was pulled over bones that seemed to want to poke through it. A part of his cheek was sunken in, almost looking skeletal, and several large deep red scars stretched out over the sunken flesh, looking like blood spots. His dark hair that fell across his face hid a nasty scar that looked as if someone had hit him with a rock and the wound had never healed, as if a part of his skull was missing, and only had hair growing over it. And his nose; on one side it looked like any nose would, perfectly sloped, but on the other, the slope of the nose stopped altogether, the nostril sunken in somewhat. His lip curled upward, exposing a few teeth in the corner, and a small pile of baggy flesh, that should have been where his cheek was, settled over the eyebrow. She had never seen anyone like this. She had never imagined anyone like this.


Fluttershy stared up at the Phantom as he advanced upon her, his paw still tightly clamped to his face. "DO YOU REALIZE WHAT YOU HAVE DONE!"

Fluttershy backed away, her body trembling as he advanced. She hadn't realized how he towered over her. He could easily crush her in two by just wrapping his slim body around her…and she had a feeling he wanted too. "DON'T JUST STAND THERE! SPEAK YOU LITTLE VIPER!"

Fluttershy trembled and cowered, backing up more and more as he closed in. She couldn't speak, all she could do was stare and damn herself for her foolishness. Her hooves were shaking so that she dropped the mask, but in lightening speed, he reached out and grabbed it before it hit the ground. Just as quickly, he placed it back on his face, which calmed him somewhat, but his rage was still kindling. "Why…didn't you tell me…" he growled, "…that you wanted to see the PHANTOM!" he roared.

Fluttershy squealed as he threw his arms out, grabbing hold of a table and throwing to the ground. "I…I…" she stammered.

"WHAT?" he roared again, grabbing hold of a chair and throwing it against the wall, causing it to splinter and crumble apart.

"I…I'm s-s-s-sorry…" she barely whispered.

"SORRY? YOU'RE SORRY?" he bellowed, causing the ceiling to shake. "YOU'RE ONLY SORRY THAT YOU SAW WHAT YOU SAW!" he accused, to which he threw another chair across the room.

Fluttershy cried out and turned on her heel to flee. As she did so she could hear the Phantom's thunderous voice shout, "GET OUT! GET OUT!"

She ran; ran through the darkness, not caring what she encountered along the way, just having to leave. She gasped when she felt something hard, and almost screamed when she felt it move.


Fluttershy looked up to see Derpy grinning at her. "I f-f-found her!" she shouted down the tunnels. "She's h-h-h-here!"

Rarity was there in a matter of seconds. "My dear!" she panted. "Where h-have you been?" she asked while catching her breath. "We've b-b-been so w-worried!"

Fluttershy looked back and forth between the two figures, and then just over Derpy's shoulder to see Shortround and Rainbow Dash come into view. Behind them she saw…sky? Was it her imagination? No! Shortround and Rainbow Dash had just come from outside! They were shutting a door behind them!

"Derpy!" Shortround cried. "Did you just say you found her?"

"Yes!" she cried out joyfully. "S-s-she's h-here! She's-"

Fluttershy pushed past them and bolted for the door where the other two figures had just emerged. The others were so shocked that they didn't have time to react. "WAIT!" Rarity cried out. "WHERE ARE YOU GOING?" But Fluttershy didn't look back, she just ran as fast as she could, through the door and out into the Maris night.

They may pursue her, she was unsure, so she didn't look back. She was free! But she would not relax, she continued running, down long dark allies and past old crumbling buildings. There was no moon, no stars; Fluttershy could smell rain in the air. Yet she continued running, happy for the dim lit lamps of the Maris streets, happy for the air and wind that was hitting her face. She had no idea where she was, or where exactly she was heading. Maris was still very new to her, and at night, she couldn't tell what street was what, but she ran till her sides throbbed and she was gasping for air. She found herself lost in one of the many back allies of the city, one with a dead end and no indication of where she was.

She knew she should turn around, turn and try to find a way home…or to the police at the very least to try and find her father, but the second she took a step, she cried out as pain shot through her leg. She remembered how she had cut her leg back in the tunnel, and gasped as she saw the trail of blood she had left behind her. She bent down and ripped off a scrap of fabric from her already torn dress and proceeded to dab at the wound and bind it. She winced with pain as tied the knot of her homemade bandage, but all thoughts of pain disappeared when a voice spoke over her.

"Well, well, well…hello pretty thing."

Fluttershy bolted upright at the voice, seeing three large burly looking ponies standing before her, all smelling of alcohol, cigarettes, and vomit. It was enough to make Fluttershy gag. "Been a long time since I've had a mare," one of the stallions remarked. He had a large gut that hung over his trousers and his clothes reeked of sweat and urine. It was understandable why a mare hadn't gone near him for quite some time.

"Come with us pretty," another stallion belched, reaching out for her. Fluttershy stepped back, lifting her eyes skyward and wondering why all these horrible things were occurring in one night. The stallion burped again and took a few more steps towards her. "Come on, we can go somewhere quiet…we'll pay you well."

The other two snickered at the comment, while Fluttershy stared wide eyed at them. They thought her a prostitute? She knew she was dirty and her dress was torn, but she did not think she looked like a lady of the night from that alone!

"I'm not for sale," Fluttershy hissed. Unfortunately they were blocking the only way out of the ally and when the three of them stood side by side, it was like standing in front of a brick wall. She was trapped and she knew it…she just couldn't show that she knew it.

One of the stallions frowned at her statement. "Our money is just as good as any other ponies," he grumbled. "Come on…been a long night, and we want some company."

"No," Fluttershy stated again, her jaw set, her eyes steady, while her mind was screaming for help. She could pretend to be what they thought she was, pretend so that they would let her pass, thinking she was leading them back to her bordello, and then make a run for it. She was sure she could outrun three drunken over-weight louts, but her leg wouldn't carry her far, the very idea of running caused it to throb with pain. Also, from the look of these ponies, Fluttershy had a feeling they could care less of where everything took place. They probably expected her to service them right there in that ally, which would explain the mud on their clothes and the stench of urine that perfumed them. While they may not be able to run fast, she knew they could still be dangerous and she had to play things very carefully.

"No?" one of them growled. "Why not? You saying that Cranky Doodle Donkey ain't good enough for you?"

Cranky Doodle Donkey…why did that name sound so familiar? She looked closer and realized that the pony speaking was no pony at all, but a donkey. Suddenly, he lunged for her and Fluttershy easily twirled out of his reach, and then it all dawned on her. This was the same donkey that had lunged at her back stage at the Opera House on that first day! And apparently Cranky hadn't forgotten the incident either, for his eyes went wide with realization after he recovered himself from his unsuccessful attempt of grabbing the mare.

"You…" he whispered, looking at Fluttershy, the realization dawning more and more. There was a wild look in his eyes and Fluttershy swallowed a growing lump in her throat. No amount of twirling would help her for long. "You…you cost me my job," he accused.

Fluttershy stood with her chin up. "You cost yourself your own job, all I did was step out of the waAAAAAAAAAAAAAAAAY!" She cried out as suddenly a stallion lunged at her and caught her around the middle, holding her wriggling and struggling body against his over-grown beer gut.

"I got her Cranky! I have her! And…" he grunted as she continued struggling against him. "She's quite a hellcat, this one!" he laughed.

"LET ME GO AT ONCE!" she screamed. "RELEASE ME! HELP! HELP!"

"Cover her mouth with something!" Cranky hissed to the stallion holding her. "We don't want all of Maris coming!" Fluttershy continued screaming even after the stallion who had caught her placed a large disgusting hoof over her mouth. She gagged as she could smell and taste the filth from his body.

"You know this mare?" the third pony of the group asked Cranky. "She's not a prostitute?"

Cranky shrugged his shoulders. "All mares are whores, that's my motto in life. Whores to be used whenever you need one," he chuckled. Fluttershy's eyes narrowed with hate at the donkey's words. She kept wriggling and squirming against her captor who was now showing signs of struggle with holding onto her.

"God almighty, she's a hellcat!" the stallion who was holding her grunted. "Careful Cranky, she may lash out."

Cranky Doodle Donkey spit on the ground, a sign that he had no worries whatsoever. "Let's open this pretty package!" the other stallion cried out, reaching for Fluttershy's dress. Fluttershy struggled even harder when she realized the stallion's intentions.

"Ah!" cried out the one holding her. "Stop it!" he ordered, although she continued to struggle. "It felt nice having her delicious rump wriggle against me, but now it's hard to hold onto her!"

"Shut up," Cranky growled, and pushed the stallion out of the way. "I'll unwrap this flower…and I get her first."

"No fair!" protested his third companion. "The last time we had a mare, you had her first! She was too tired when she got to me!" Cranky simply grabbed the stallion by the collar of his shirt and glared at him. The stallion quickly relented. "Fine, you can have her first," he whimpered cowardly.

Fluttershy's eyes went wide when she saw the evil smirk on the former stagehoof as he reached out and much to her horror, grabbed both sides of her dress and ripped it apart, leaving her only in her corset and undergarments. She screamed in protest beneath the hoof that covered her mouth, not believing this was actually happening. She was better off with the Phantom.

"Mmmm…pretty," Cranky grinned, eyeing her body from behind the pale white fabric that covered her. His large grubby hoof reached out to touch her, and Fluttershy summoned up all her strength, before swinging her leg out and kicking him HARD in the groin, and then when he dropped to his knees, in the chin. The stallion holding her cried out Cranky's name, and at that point, Fluttershy bit down HARD on the stallion's hoof, causing him to yowl in pain. His blood dripped from her mouth, and she wriggled herself loose from his grip. Before the other stallion could advance upon her, Fluttershy pushed the now howling stallion towards the other, and the two ran into each other, causing them both to fall down. Without another look, she took off, wincing at the pain in her leg, but fighting through it, she just had to get out of the ally, she just-

"AAAAAH!" she screamed as she felt a something hit her ankle and knock her down to the muddy ground. Cranky Doodle Donkey, who was still gripping his balls in one hoof, had reached out and tripped her, succeeding in twisting it in just a way that would cause her to sprain herself. She would not be running now.

"You little BITCH!" he spat, his large body flopping on top of hers. "I'll teach you! I'll show you!" Fluttershy screamed and cried, her face now wet with tears as she could feel his dirty hooves reaching into her undergarments, seeking out her legs which she kept tightly shut. "You'll like this, I promise you that," he grinned wickedly, his disgusting mouth coming down on hers. Fluttershy was able to move her head away just in time, and she screamed as she felt his tongue and lips on her skin. She wriggled, squirmed, kicked, bit, scratched, whatever she could do to free herself. "Hold her down, damn it!" Cranky yelled to one of his friends. "And shut up!" he shouted, shaking Fluttershy roughly, before raising his arm to backhoof her.

Fluttershy prepared herself to feel the stinging fire spread across her cheek, but it never came. "WHAT THE HELL IS THAT?" Her eyes flew open at the sound of one of Cranky's friends whimpering in fear, and standing just over her, she saw the Phantom, gripping Cranky's arm in his large leather clad claw.

"I wouldn't, if I were you," he growled dangerously.

Cranky stared up at the dark being before him, his eyes wide in both horror and shock. He told the Phantom's tales to frighten the dance mares, but…he never truly believed the ghost stories. Yet now, as he gazed up at the . . . thing clad in black, with a cape billowing around its body, and its face covered in the shadows, save for the outline of a pale mask, he knew…he knew this was the infamous Phantom of the Opera. The Angel of Death himself.

The stallion who had his hoof bitten rose and with a shout charged at the Phantom, but he easily side stepped the stallion, who went headfirst into a pile of garbage. The other stallion rose and attacked, but Discord whirled around before lashing out with his leg, kicking the stallion in the gut, causing him to double-over, and then proceeding to elbow him hard in the spine.

With those two on the ground groaning in pain, Discord then turned his attention on Cranky Doodle Donkey, who was still on top of the costume mare. "If you release her now, I'll let you and your friends live…if you do not…well, you know the stories Doodle."

Cranky Doodle Donkey stared up at the Phantom, his mouth open but no sound coming forth. However, a grin slowly spread across his features as he saw one of his friends rise up slowly behind the Phantom, holding a long shard of wood in his hoof, aiming it at Discord's head. "I don't take orders from a masked freak," Cranky spat.

Discord sighed. "You just did a very stupid thing, monsieur."

Discord's senses were keen, like a wolf, and he bent just in time as the stallion swung at him with the wood. He kicked the stallion hard in the balls, then took the wood from his hooves and used it as a club against him, hitting him hard across the face with it. Cranky stared in horror and turned his attentions to his other friend who was still groaning on the ground. "DON'T JUST SIT THERE! FIGHT THE BASTARD!"

Fluttershy took this opportunity to bite down on his hoof, causing him to yowl in pain and remove his filthy body just somewhat off her. With all her strength, she kicked her knee up which made contact with Cranky's groin, before screaming at Discord, "BEHIND YOU!"

Discord whirled around at that second to escape the lunge caused by Cranky's other friend, who was holding a knife. The blade did however make contact with Discord's cape, tearing a large hole in it. He growled and grabbed hold of the stallion's hoof, twisting it till he dropped the blade. "I love this cape," he hissed, before kicking the stallion with his boot, sending him backwards into a wall.

Yet once again, as soon as he was done fighting one stallion, the other recovered and leapt to his hooves, attacking Discord again, this time throwing his whole body on top of the Phantom's. Discord was not prepared for this attack, and therefore taken by surprise by the burly stallion's strength. He winced, but did not cry out in pain as he felt the stallion punch his lower back. He threw his cape off then and wrapped it tightly around the stallion's head, causing him to throw blind punches in the air, to which Discord kicked the stallion hard in his left shin, before punching him even harder in the jaw.

Cranky was now recovered and grabbed Fluttershy by her hair, causing her to cry out painfully as he lifted her off the ground. "YOU!" he shouted at the Phantom. Discord turned around warily, seeing Cranky hold the mare tightly in one arm, while the other revealed a pistol to which he now held to her head.

Fluttershy who had been struggling stopped as she felt the cold metal of the pistol touch her temple. "DON'T TAKE ANOTHER STEP!" Cranky ordered, thrusting the pistol hard against Fluttershy. "OR I'LL BLOW HER BRAINS ALL ACROSS THIS ALLY!"

Discord did not say a word, he simply faced Cranky head on, his back to his other enemies, knowing he was vulnerable to whatever violence they wished to send his way. He stretched his arms out from his sides, revealing a sword that hung from his right hip. "PUT THAT ON THE GROUND!" Cranky ordered, indicating to Discord's sword. Discord did not make a move, but calmly, removed the sword and, with excruciating slowness, placed it on the ground.

What game was he playing? Fluttershy had a feeling he knew what he was doing, or at least she hoped he did. She wasn't sure what was going to happen to her, and she was surprised the Phantom had followed her all this way. Why was he risking his life for hers? She had unmasked and humiliated him, she would have thought that of all ponies, he would take pleasure to see her death. Well, after Fleur. But why was he doing this…did he truly want to save her life? Or did he simply want to kill these monsters now…and then her later?

"Now…" Cranky said, trying to sound calm, but anyone could tell he truly wasn't. "You don't move…you let me go…and I won't hurt the mare," he explained, backing down the ally with Fluttershy still held tightly to him.

"Let the mare go first," Discord ordered.

"SHE COMES WITH ME!" Cranky shouted, before quickly calming himself. "When I know you're not following me…then I'll release her…but right now, she comes with me."

"No," Discord whispered, shaking his head. "That's not how it works." Fluttershy gasped as she watched him take a step towards them.


Discord paused…and then took another step.


Fluttershy squeezed her eyes shut, feeling the hot tears pierce her skin as they ran down her face.

"Why not point that gun at me Doodle?" Discord reasoned. "Killing me will actually solve all your problems."

Fluttershy's eyes flew open. Was he serious?

Cranky Doodle Donkey stared at the Phantom in shock. Discord took another step closer. "After all, it will answer that question of whether the Phantom of the Opera is truly a ghost…or a monster." He took another step. "And think of the fame, Doodle. The fame you'll receive as the donkey who killed the horrific Phantom." He took another step.

Cranky shook his head. "This mare means something to you!" he accused.

"Well she is amusing, after all you lost your job because of her."

"SHUT UP!" Cranky shouted, now aiming the pistol at Discord.

And that was what he wanted. In a flash, Discord's paw stomped down on top of the handle of the sword in which he laid on the ground, causing the blade to leap in the air, and before Doodle could react to what was happening, Discord gripped the sword and lashed out, cutting off Cranky's hoof that held the pistol, the blood spewing out like a fountain and splattering Cranky in the face.

"MY GOD!" he screamed, falling to the mud and gripping his lifeless bleeding arm to his body. "MY GOD!"

Fluttershy stared in shock at what had just happened, her own face and body splattered with Cranky's blood. She gasped when she saw Cranky's friends rise to their feet, each groaning in pain, each clutching the bleeding wounds on their bodies, but nothing they had compared to what Cranky was suffering. Discord turned immediately and lifted his sword at them. "Leave now," he growled. "I'm not normally this forgiving…in fact I never am…so I advise you to take this rare opportunity, and flee for your lives." he growled, before adding, "and don't bother coming back for your friend."

The two stallions didn't need to be told twice. They fled the ally with their tails between their legs, like the cowardly dogs that they were. Cranky was still wailing like a banshee on the ground. He reached out and grabbed his now dismembered hoof, cradling it like a mother would cradle a baby. He removed the pistol from the now lifeless hoof, and gazed up at Discord in rage. Suddenly, his sobs turned to a cry of fury and he lifted the pistol to Discord's head.

"NO!" Fluttershy screamed, grabbing Cranky Doodle Donkey's shirt sleeve with her teeth and tugging hard, causing him to reel back, but it was too late. The pistol had fired its shot.

Discord whirled around at the sound of Fluttershy's scream. When he saw what Doodle was doing, he wasted no time, took the sword and slashed at the former stagehoof's throat, causing his life's blood to spill out over chest. The pistol had been fired, but the bullet did not make the contact it had intended. Fluttershy quickly released the gurgling Cranky, stepping away as she watched him convulse and his life leave his body, till he lay still like a rock in the mud.

It was raining. Fluttershy wasn't sure when it had started, but her hair was sticking to her face and she could feel what was left of her clothes clinging to her body like paper. She lifted her eyes then to the Phantom, not sure what to say or do, but gasped when she saw him fall to his knees before her.

"Good God, w-w-what is it?" she asked, going to his side in an instant. She caught him before he crumbled to the ground, her arm going around him, trying to prop him up as best she could.

His breathing was heavy, ragged almost. He was groaning in pain, and…blood. There was blood on the white linen shirt he wore. She had thought it was Cranky Doodle Donkey's blood, but no…it was coming from somewhere on him!

She pushed back his shirt, gasping in horror at finding the source of the blood. The bullet hadn't missed him like she had thought. Cranky was aiming at the Phantom's head, but instead, the bullet had hit him in the chest, just below the shoulder. Fluttershy's clothes were soaked and caked with mud, they would do no good for a bandage. She then began to rip the sleeve off his shirt and pressed it against his chest. "You need to hold this there," she instructed. "Please…you need to hold this over your wound…you…monsieur? MONSIEUR!" His eyes had rolled back and he lay lifeless in her arms.

She wasted no time but bent her head over his chest. Yes, she could still hear a heartbeat, although it was very faint. She had no idea where she would be able to find a doctor; she wasn't even sure where she was! No, the only option was to take him back to the Opera House. True, she knew she was free and could run away from this place and pretend nothing had happened…but she refused to lower herself to such selfishness. She would not let a pony . . or whatever he was, who had risked his life for hers, die in the mud. She looked all around her and spotted several barrels of garbage lying on top of an old wheelbarrow. She pushed the barrels away and then used what strength she could to lift the Phantom onto the wheelbarrow. After she was sure he was secure, she draped his torn cape across his body, then proceeded to move him out of the ally and back to the Opera House. She only prayed that she would find it before her rescuer perished.


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He was dead.

He had to be. He felt nothing; his body was lighter than air. All he could see was blackness, a thick blackness that enveloped his entire body.

And yet he could hear voices. Angels? No, he would never be in a place where there were angels. He had been abandoned long ago, and he wasn't sure if the devil would have him either.

Then he felt the pain. It shot through his body like lightening; a searing wrenching pain that caused him to hiss and groan in agony.

The voices that were mere murmurs came to a stop, then he heard the sound of hooves shuffling around him and felt something cold touch his forehead. He was alive? Impossible! And yet his eyes began to flutter ever so softly and he could see the dim candlelight shining through the darkness.

Where was he? He heard one voice...a strange voice, a mare's voice, call out to somepony. He felt a small soft hoof touch his arm, then move to his forehead to lift the cool object and brush it across his cheeks.

His cheeks! His face was exposed! His mask was gone!

Discord bolted upright to Fluttershy's great surprise, his eyes wide and crazed, his muscles tense, and his right paw quickly moving to cover his exposed cheek.


"Calm down, please-"


Fluttershy stood her ground despite every fiber of her being telling her to flee. She had seen the wrath of this creature, it was unlike anything she had ever experienced. He could kill her if he wished it, and she knew there was a delicate strand between sanity and madness with him. She was walking that strand and it was in danger of breaking.

"Please, you must lie down, the bandage is still fresh, it could break-"

Discord released his scarred face and grasped her arm in a powerful death-like grip. "!" he hissed between each word, his amber eyes like molten lava, burning through her own.

He twisted her arm ever so slightly to show her he meant business. Fluttershy bit her lip in an attempt to show him she didn't feel the pain he was causing her. Reasoning was going to be impossible. "Shortround!" she called out. The stallion appeared from the other side of the room. He had retreated there when he heard Discord's angry command. "Give your master his mask," she told him.

Shortround looked at Fluttershy for a long moment then glanced at his master. A few hours ago Fluttershy had stormed through one of the Opera House's secret entrances with Discord bleeding in a wheelbarrow. She announced what had happened and that he needed medical attention right away. However, calling for a doctor was out of the question, as Fluttershy soon learned after Rainbow Dash fled down one of the dark passages and Derpy calmed down from her panicking. She and the others had to take things into their own hooves; remove the bullet, stitch up the wound, and somehow bring his fever down. To do this, his shirt and mask had to be removed. "It's alright Shortround," Fluttershy whispered.

Shortround shuffled forward and held the mask out to his master. Discord moved quickly, grabbing the mask and then shoving Shortround aside. "NEVER ALLOW THIS TO HAPPEN AGAIN!" he roared at the trembling man.

"There's no need for that!" Fluttershy shouted in Shortround's defense.

Discord turned to the mare, his eyes wide with shock at the tone of her voice. Who did she think she was? SHE WAS HIS PRISONER! SHE HAD NO RIGHT TO-

A burst of pain split through his chest and he found himself collapsing back against the plush Persian pillows on his bed. "See? You need to calm yourself or you're going to make it worse!" Fluttershy scolded, gently dabbing at the bandage which was beginning to seep blood again. "Shortround, find Rarity and tell her I need fresh bandages." The dwarf nodded his head and quickly shuffled his way out of the room.

Discord winced with pain and moved his paw to his chest. "W-w-w-what's...w-w-what's happened to me?"

Fluttershy bit her lip and gently brought a cool wet cloth to Discord's chest to dab at the blood. "You don't remember?"

Discord growled his frustration. "Now if I did, do you think I would be asking you such a question?" he barked, before hissing in a breath as the pain swept his chest again. "I...I remember you running away!" he groaned.

Fluttershy ignored his sarcasm. "You were shot-"

"What?" Discord stared at Fluttershy in disbelief. He had no memory of being shot! When did this happen? And then...slowly, like ripples in a pool, it came back to him. The ponies he fought in the ally, and the donkey, Cranky Doodle. He had the mare by the hair, threatening to kill her. He had a pistol, and Discord remembered "removing" the pistol from Doodle the only way he knew best. But everything after that...was darkness.

"He...he tried to kill you," Fluttershy explained, gently dabbing at the wound. "He missed just barely."

Discord groaned as she dabbed at the blood. "Seems to me he was right on target."

"You're very lucky," Fluttershy whispered. "The bullet didn't hit your lungs or your heart."

"Bravo to me," he muttered. "Perhaps it was not luck...simply the fact that Doodle is a very bad shot–AHHH!" he roared as she dabbed somewhat too roughly over his wound. "WHAT THE HELL DO YOU THINK YOU'RE DOING?"

Fluttershy jumped at the change of his tone, however her feelings towards the Phantom had changed since he first took her prisoner. Oh she despised him still, that had not changed, but her fear of him had melted, and now she found that he was not the fearsome creature he pretended to be, simply a spoiled creature who threw great tantrums when he did not have his way, be that with the opera itself, or anything. "I'm trying to help you," she hissed at him, feeling her patience waste away.

"Help me?" he asked menacingly. "I do not recall asking for your help...and it rather feels like you're trying TO KILL ME!" He collapsed back against the pillows as the pain seared through his body, sucking in sharp breaths and gritting his teeth.

"You need to lie still!" she ordered. "You already broke the previous stitches, and I've never sewn flesh together before, so they aren't the strongest. Please, just lie still." Discord watched her through narrow slits as he saw her prepare a needle, burning the tip in a candle flame before lacing thread through it.

"You will keep that thing away from me," he growled low and deep.

Fluttershy was not intimated at all. "Hold still; the sooner you let me do this, the sooner it will be over and I can leave you in peace."

She moved to pierce the area of the wound, but Discord would have none of it. He was wriggling away from her like a babe who didn't want his medicine, and when she finally was able to make contact, he gave a roar as he felt the needle prick his already painful wound. "GET YOUR HOOVES OFF ME!"

That was it; her patience was gone. He wanted a fight? He was going to get one. "Perhaps if you listened to me it wouldn't HURT!"

His eyes widened for a moment, shocked that not only had she raised her voice to him, but that she was not intimated by him at all. "Need I remind you..." he growled. "That if you had not run away...this whole thing would not have happened?"

Fluttershy's eyes went wide at his accusation. Was he truly blaming this whole ordeal on her? "Perhaps if you hadn't thrown a chair at my head I wouldn't have run away!" she snapped.




"Both of you stop it at once!"

Fluttershy and Discord turned to see Rarity standing in the entryway of the bedchamber, holding a basket full of bandages and clean scraps of cloth. Derpy stood just behind her, hovering in the shadows, holding a hoof over her mouth to keep from making a sound. It appeared she was trying to stifle some giggles.

"Honestly, the two of you, behaving like little fillies!" Rarity scolded, coming around Discord's bedside and handing the basket to Fluttershy, who was now a deep shade of red. Discord simply laid there, sulking and biting his lip as he felt Rarity tut at him before proceeding to sew up the wound that Fluttershy had begun. "There," she said with satisfaction after she finished her work. "That wasn't so hard now, was it?" she asked her master. Discord didn't say a word, he simply frowned heavenward.

"I'll dress the wound," Fluttershy whispered, removing a clean bandage from the basket. She glanced at Discord who's eyes continued to look elsewhere. What was he thinking? Was he embarrassed by this whole incident? After all, the infamous Phantom of the Opera now did not come across as frightening as he had before. Did he truly blame her for all this? Fluttershy quickly shook her head, wondering why she found herself caring about such things.

Rarity's voice broke Fluttershy's thoughts. "I'll make you some tea, Master, and perhaps some soup?"

"No, no tea and no soup!" Discord growled. "I'm not a filly to be coddled! Just...get out, all of you..."

Rarity rolled her eyes and turned, tugging on Derpy's hoof. Fluttershy moved to finish the bandage, but Discord began to fidget beneath her hooves. "I told you to leave, I want to be left alone!"

"I'll leave you as soon as I'm finished with this," she whispered, gathering any patience she could find.

Discord groaned and continued to sulk. "Why?" he finally asked.

Fluttershy was thrown by his question and looked at him, feeling extremely confused. "Why what?"

He groaned with exasperation. "Why are you doing this? Why did you bring me back here? If I recall, you had escaped, was that not your plan?" He didn't need an answer, he knew that was her intention. "You were free, and after the...incident, shall we say, you were still free...yet you brought me back here; why? I do not understand and I demand an answer!" he growled, pounding one of his paw and claw hard on the mattress.

Fluttershy sighed and eased herself away from him, the wound now properly dressed with a new clean bandage. "You saved my life," she whispered. "I was...simply returning the favor."

Discord rolled his eyes and made a sound of great disdain. "Do not flatter yourself my dear," he scoffed. "I am no prince and this is no fairy tale; I merely pursued you because I can't take the risk of you telling others about my lair. If it were just me, I wouldn't care...but it's not just me, there are others that depend on me to keep them safe, and I will not have chit ruin our lives!"

His words did the trick; Fluttershy could tell that the sting of his tongue had indeed affected the costume mare. There were tears pooling in her eyes, he could see them shimmering in the candlelight, and for a brief moment, he felt the pangs of regret for what he had said. Somewhere, deep within his chest, he felt a pang squeeze at him and fill him with guilt. He shook his head, believing it to be his recent wound.

Fluttershy refused to cry before him; she was not going to show him that he had any power over her, especially her emotions. "I share your opinion sir," she said icily, lifting her chin in defiance. "Believe me, I had no 'romantic notions' with your so-called rescue; you are far from being a prince, monsieur," she spat. She rose to her hooves and quickly turned on her heel to leave the chamber at once.

"Just one moment!" he shouted.

Fluttershy didn't know why, but she stopped, her back facing him. "Explain to me why you felt the so-called need to remove my mask...again," he muttered. "Did you want a better look at the monster beneath? Had not your eyes received a good enough look earlier?"

His tone was dripping with sarcasm, and while she did not turn to see him, she could picture a smirk on his face. If she could see it, she would march over to him and slap it right off. "I had to remove your mask so I could tend to the fever that was raging within you," she explained. There was silence again between them, and once again, Discord felt that odd feeling stir within him. He opened his mouth to say something, but her words took him by surprise. "And the true reason I brought you back was the same reason in which you pursued me," she turned to face him, the tears once again shining in her eyes. "Your servants, if that is what they are to you, have been the only ones who have shown me any ounce of kindness or understanding since I've been brought here," she spat. "I know that they depend on you for their safety, and truly, it was them that filled my mind when I brought you back here," she lied. Here words held some truth, she had thought of the Phantom's servants, if that was what they were to him. Yet they were not the only ones that filled her head when she was rushing him back to the Opera House.

Discord felt the feeling in his chest harden to ice at her words. He didn't know why he was upset, but he was. "Do not think about trying to escape again," he warned. "You were lucky last time that you weren't killed in one of my tunnels."

Fluttershy lifted her chin once more before turning on her heel and leaving. "Say what you will...but I've already proven monsieur that no cage you create can hold me if I so wish it."


Blueblood was rubbing the bridge of his nose, preparing himself as his carriage slowly pulled up to the Maris Opera House. This was the last place he wanted to be.

His head was still pounding from the previous night's antics, and he knew once he set foot inside the damn place he would hear nothing but complaints and worries. It was customary, the day after an opera, for the managers to beg their most powerful patron to come and talk about the previous evening. Truth be told, the previous evening from a theatrical standpoint, had been a disaster. Blueblood was all too aware of this as several reviews in the morning paper did not feel the need to be tactful or kind. However, what did their reviews matter? The opening gala had been a success as far as he was concerned; the place had sold out, as were the next several operas. Besides, this was not the first time Fleur de Lis had performed badly, and still the tickets sold.

No, he knew all too well what would be on the managers lips the second they saw him, and his blood boiled at the very thought...

...the damn Phantom of the Opera.

Blueblood knew that ponies who worked in theater were a superstitious sort. He knew that before she performed,Fleur de Lis had a ritual she had to go through in order to prepare herself, even if it meant delaying the curtain from going up. Many of these superstitions were welcomed by the Prince; it was one way to lure unsuspecting dance and chorus mares into his bed. But this Phantom...of all the foolish things in the world to believe in...this Phantom irritated him beyond anything else.

For as long as Blueblood could remember, there were notes that the supposed Phantom had written, full of demands and directions for how the Opera House should be run. They were a complete joke of course, but they infuriated the Prince like nothing else. Why? Because Blueblood liked having complete control of everything in his life; his fortune, his mares, and his business ventures. The Opera House was one of his largest business ventures, and he would see it reach a success that no one thought possible. And that success would be entirely his own.

The so-called Phantom of the Opera represented someone who was outside his control, a nemesis that threatened the control he had over the Maris Opera House. How dare anyone else attempt to have power over his theater! Blueblood vowed that he would personally squash whoever was behind the mysterious "Phantom" notes like a roach beneath his boot.

"MONSIEUR BLUEBLOOD!" exclaimed both Flim and Flam as Blueblood entered their office. Just as he had suspected, they began to fill his ears with worries and concerns over the recent reviews in the morning papers, as well as inform him about the Phantom's threats and demands in their most recent letter.

Fleur de Lis was there as well, with Fancypants by her side attempting to win the heart she did not possess. She was too angry by the morning reviews to even attempt flirting with him. Blueblood knew that this would mean a much "longer" session in her dressing room in order to calm the vain prima donna down. What used to be pleasure was beginning to become a chore.


"Senora, we tried to explain to you last night-"

"You two are idiots!" Fancypants snorted. "You run this theater do you not? You should have had a substitute at the very least for my beautiful Fleur de Lis-"

"Oh do shut up Fancypants!" Fleur de Lis screeched.

Blueblood rolled his eyes and removed the note from Flam's hoof and began to tear it up into little pieces, which caused the whole office to fall silent.

"D-d-do you think...t-t-that's wise monsieur?" Flam stammered, staring at the pieces of paper that fell to the floor.

"Flam," Blueblood groaned, "how many times have I told you both that THERE IS NO PHANTOM!" the two managers jumped from the Prince's sudden change of tone, which even surprised Blueblood himself, who normally kept a cool facade in his business matters. He ran a hoof through his blonde hair, smoothing it back and appearing calm and collected as he normally did. "From now on...we are going to treat these letters as they should have always been empty threats."

Flim paled at the Prince's words. "Empty threats? Monsieur, say what you will, but...well...strange things have occurred around here to...well...let us just say that it is not that difficult to believe that this place very well could be haunted-"

"Flim," Blueblood groaned, "you are a stallion in his prime, I believe you are a little old to be terrified of ghost stories." Flim turned a dark shade of pink before shutting his mouth and keeping it that way. Blueblood eyed both managers carefully to see that they would listen closely. "I want all letters by this supposed Phantom to be brought to me, and IGNORED, gentlecolts, from now on."


"IGNORED, gentlecolts..." Blueblood repeated once more. The two managers glanced at one another and slowly nodded their heads in reluctant agreement.

Fleur de Lis rolled her eyes dramatically. "To hell with that! I need a new costume mare!"

Blueblood's attention changed immediately. "What do you mean, you need a new costume mare?" he demanded.

Fleur de Lis was shocked by his question at first, then pouted when she realized his sudden interest. "That mare I had before? I fired her!" she couldn't help but smile in triumph, especially as she watched Blueblood pale before her. That should teach him, she thought.

"WHAT?" Blueblood immediately calmed himself after taking a deep breath. Fleur de Lis stared at him with both shock and disgust. She knew all along that he wanted the little chit for his own "amusement". "Why did you fire her, my dear?" he knew he had to sweeten the mare. "Did she offend you my dear? Was she unkind to my star?"

That did some of the trick, for Fleur de Lis began to melt somewhat to his words. However, she kept a wary eye. "She struck me!" she pouted. "I have been able to cover up the bruise with powder, but...the ungrateful toad struck me! She is a violent little witch! I had to get rid of her!"

Blueblood had to summon all the will power he could in order to not burst out laughing at the thought of someone, especially someone as small as the costume mare, hitting Fleur de Lis hard enough that it would leave a bruise. That mare had done what he only dreamt about doing. "Well you did the right thing," he reassured the soprano, although he wanted to ring her neck for letting the beauty escape him. He was going to have her, one way or another, he had never failed in any conquest.

"Tell me, where is the mare now?" he inquired. Fleur de Lis, who was leaning against the Prince's chest and pretending to sob for the pains she had to go through in life, snapped her head up at Bluebloodl's words. However, before she opened her mouth to let out an ear-splitting shout, he quickly added, "I think any person that dares harm a lovely hair on your beautiful golden head should be locked away! The mare is obviously mad, not to mention jealous of course," Blueblood lied, smiling to himself at the success he was having on the prima donna. "Flim! Flam! How could you both hire such a hellion?" he angrily demanded.

Both managers were at a loss for words, but that didn't matter, he was determined to carry on his charade long enough to discover the whereabouts of the delicious costume mare. "I am going to pay a visit this very afternoon to her and demand that she not only apologize to our dear star, but also send her to the nearest asylum, where she should have been all this time!"

Fleur de Lis squealed happily and threw her arms around the handsome Prince. Fancypants snorted his disgust from a corner while Flim and Flam exchanged weary glances. "We...we do not know where Time Turner and his daughter live," they admitted. "You'll have to ask Madame Luna–she helped them find the flat."

Blueblood groaned at the thought of approaching Madame Luna with such a question, but it was the only way to learn where Fluttershy was. He left the office then in pursuit of the dance mistress, only discover her waiting for him just around the corner.

"Good morning monsieur," she greeted coldly.

"Madame Luna," he replied, just as coldly, with a slight nod of his head.

"I understand you wish to ask me a question?"

Blueblood stared at the mare in disbelief. Had she been eavesdropping? Before he could say anything she was already answering his question. "You will not find her at the apartment she and her father had occupied since coming to Maris. She is gone...most likely both she and her father have left Maris and are traveling back to the countryside." This was all a lie of course, Madame Luna had no idea where Fluttershy was. After the incident with Discord the night before, she raced to the Turner residence in hopes to find Fluttershy, but the mare was nowhere to be found. She had told Fluttershy to return home and wait for her, but the mare had not listened, or...

She did not want to think the alternative. Yet she was not going to reveal any of this to the Prince.

"I'm sorry monsieur, I'm afraid you...missed your opportunity."

Blueblood scowled at the mare. Of all the ponies in this company, she was the one he despised most of all. Once upon a time he had considered making her daughter one of his conquests, yet the mare proved to be a cobra waiting to snap; no mare, no matter how beautiful, was worth pursuing with such a mother.

"Thank you for your...information, madam," Blueblood replied through clipped lips. He gave a small bow then turned on his heel, not bothering to say anything further to either the managers or Fleur de Lis who were calling out to him as he walked out the doors of the Opera House.

He got into his carriage, barked for the driver to return him to his town house at once, and settled back for a long sulk. He wasn't entirely sure why, normally Blueblood did not upset himself over a mare this much. Maris was filled with beautiful mares, many who others had claimed to be utterly unattainable, but Blueblood had proved those voices wrong. Nothing had stopped him from a conquest, nothing. And the ones that proved to be difficult were not worth his time, such as the dance mistress' daughter. But this was becoming an obsession almost.

No mare...had ever refused him. He began to grind his teeth at the memory of Mademoiselle Fluttershy walking away from him after accusing him of grossly insulting her. The little wench! She should be grateful that a stallion like himself took notice of a penniless country-born ingrate on the verge of spinster-hood, like herself! No...he would have her, make no mistake about that. And he would have her, whether she came willingly to him or not.

The carriage pulled up to the Prince's fashionable town house, but his frown deepened when he saw a policepony waiting at the entrance. "Beg your pardon Monsieur Blueblood, but we have an urgent matter that we need to discuss with you right away."

Blueblood's already deep frown deepened even more. He did not want his servants spreading idle gossip about, nor did he wish to give this stallion the proper time he apparently wished to have in Blueblood's presence. So, Blueblood stepped back inside his carriage and invited the inspector inside.

"What do you want inspector?" Blueblood groaned, feeling a headache coming on.

"I am Chief Inspector Silverstar, and last night, an old stallion covered in dirt and smelling like sewage, stormed into one of our posts and started screaming about a monster kidnapping his one and only daughter."

Blueblood's brow furrowed at the inspector's tale. This was sounding strangely familiar to him. "Well, the stallion was obviously mad," Silverstar continued, "and we had no choice but to lock him away, at least for the night; after all, we could not have such a lunatic roaming the streets and upsetting people!"

"Quite right," Blueblood muttered. "I beg your pardon inspector, but do you mind explaining what any of this has to do with me?"

Silverstar sighed and nodded his head. "Well, you see monsieur, the stallion started raving that he had approached you last night! That he had gone into your club, and begged for your help! Then he started raving about how he was a violinist for the Maris Opera House, and that his daughter was a costume mare-"

"Costume mare?" Blueblood interrupted. Now he remembered.

Time Turner. The old stallion that burst into his club last night after Blueblood had already had several drinks, and hysterically started screaming about his daughter being kidnapped by the Phantom of the Opera. Utter nonsense of course...but it was a connection to the mare.

"Monsieur?" Blueblood shook his head and came back to the present when he realized Silverstar was talking to him. " you know this stallion? Naturally I assumed he was simply crazed, but...our post received several complaints from that particular club about a homeless beggar upsetting several patrons, not to mention the owners. And...well, I just wanted to know, monsieur, if this was that stallion, and if you wished to file any complaints of your own."

Blueblood opened his mouth to speak, but then quickly closed it. A plan...a plan was brewing.

"You say...that the stallion is in your custody at the moment?"

Silverstar's brow furrowed with confusion, but he nodded his head. "Yes, we still have him in our custody. Outside of disturbing the peace, the stallion has committed no crime, however we plan to contact the nearest asylum and have him delivered-"

"No..." Blueblood interrupted. "Do not send him away...just yet."

"But monsieur, we can not hold him for a lengthy period of time, he belongs in an asylum! The stallion is clearly-"

"Insane? Yes, quite right," Blueblood muttered. "But...truth be, I know the stallion, yes, I know him."

Silverstar's eyes widened in amazement. "You do monsieur? You know who he is?"

"I know of him," Blueblood explained. "And...I know the stallion's daughter. Now, as you have obviously seen, the stallion is quite mad, his daughter has not been kidnapped by a monster...she is simply missing at the moment, nothing to worry about of course," Blueblood quickly explained before Silverstar could respond to this piece of news. "She is a fickle sort of mare...always scampering off with handsome stallions of large fortunes, no doubt hoping some stallion will see past her...disabilities, you know what I mean."

Silverstar simply snorted a reply.

"Now we can't have the stallion thrown into an asylum, at least not until the mare comes forward to claim him. However, we are unsure where she allow me to offer my assistance in this matter."

Silverstar stared at the Prince with great confusion. "I beg your pardon monsieur?"

Blueblood could only grin, a wicked grin for the plot he was setting up. "I will find the mare, after all, she is attracted to single stallions of great wealth, it will only be a matter of time before she falls into my lap," he drawled. "And when I finally have her, I will then explain the horrid news of her mad father, and that if she does not claim him, the dear police will have no alternative but to send him away."

"But monsieur-"

"AND, inspector," Blueblood interceded. "I am prepared to make it worth your while..." The coachman appeared. "Tell my valet to contact my banker immediately...I wish to pay 150 franks in gold to the good Chief Inspector for his...pains." The coachcolt nodded his head and went to deliver the message at once.

Silverstar's mouth hung open in shock. "Monsieur Blueblood, I...I can not possibly-"

"This is simply a deposit, of course," Blueblood explained. "For every week that the stallion occupies your jail, I will pay another 100 franks in gold to you."

Silverstar was speechless. "And...then when you find the stallion's daughter, you will bring her here...and if she refuses to claim him..."

"I will see to it personally, that he is delivered to the asylum."

Blueblood grinned. Silverstar was sold, and the plot was sealed. Fluttershy would have no choice but to play along if she wanted her father back. Yes...she would prove to be a most...willing student to the art of lovemaking, if she truly wished to see her father again. It was all too perfect.

Silverstar stepped outside and bid farewell, leaving the pompous Prince to congratulate himself on a great victory. "I informed your valet," the coachcolt announced after the inspector left. "He is writing a letter as we speak to your banker and plans to deliver it this very afternoon."

"Good," Blueblood said with great satisfaction. "In fact, I feel like celebrating...the best kind of celebrating...take me to Madame Sapphire's, I think a few hours of cards, drink, and company, will turn this rather dull day into something memorable."

The coachcolt nodded his head and prepared to take the Prince to his favorite high-society brothel. However, before they set forth, the coachcolt, who knew his master extremely well and who had been listening to the entire conversation between the Prince and the inspector, asked, "begging your pardon monsieur, but...what if the mare does not respond as you hope? What...what if she truly has been kidnapped?"

Blueblood rolled his eyes. "She has not been kidnapped, especially from the so-called 'Phantom'," he groaned. "And she will come forth...oh she will...and when she does...I'll be waiting."


View Online


She was a vision; a vision in white with the sun gleaming behind her. He couldn't breathe; she was so beautiful.

She stood facing him, her face a blur, but the closer he came, the more he could see her face. It radiated light, warmth, beauty, and all the other things he yearned for but would never have. Her arms were stretched out to him, beckoning him to come to her. Her lips moved, but he could not hear her words.

He moved closer and closer, yet she still seemed far away. He gasped when the vision before him changed. The white flowing gown that she wore began to cling to her body...a beautiful delicious body from what he could tell; soft body, round hips, luscious thighs...he wanted her unlike anything he had ever wanted before. The vision was changing; the light disappeared and was replaced by rain. The rain was the cause for her gown to cling to her beautiful body. He then noticed that it was not a gown she wore...but a thin slip and corset, which deliciously displayed the flesh beneath. "My angel..." she whispered.

Angel? Him? Impossible, for in truth, she was the angel...yes, for nothing of this world could be so beautiful. But her smile disappeared; she began to shiver and her expression changed from one of happiness and desire to one of fear. Then her ear piercing scream filled his ears the same moment he heard the gun go off...

Discord awoke with a start, gasping and drenched in sweat. He looked wildly around him, searching frantically for familiarity and realized that he was in his own bed. It had been a dream...simply a dream. A throbbing pain spread throughout his chest and he glanced down at the bandage. Now he remembered everything...

"Master?" he glanced up at the voice that came from the entryway of his bedchamber. Rarity emerged, holding a small tray in her hooves. "Ah! I am pleased that you are awake!" she said with more cheerfulness than Discord could take. "I have brought you some soup to which I added a few herbs...special herbs that I believe will help with the pain."

He ignored her words and threw the blankets off. Rarity frowned at Discord's behavior. She gasped when she realized what he truly had in mind the second she saw him attempt to swing his legs over the edge of the bed. "What do you think you're doing?" she gasped, rushing over to stop him.

"Out of my way mare," he growled, hissing back the pain that was searing through him as he attempted to lean forward.

"Master, you are in no condition to be walking about!" Rarity scolded, attempting to stop him from going any further. "Please, you must lie back and relax! It's the only way we can be sure that you'll heal properly!"

Despite the pain that he was feeling, Discord refused to listen. "I…am…not staying…in this bed!" he groaned between jabs of pain. His feet touched the floor, but his legs could not even begin to hold him and he toppled back onto the bed. "DAMNATION!" he swore.

Rarity clucked her tongue and began to draw the blankets up to his chest again. "Master, you have no strength, you've been sleeping the whole day and have not eaten anything since the day before! You are in condition to be-"

"I KNOW VERY WELL WHAT MY CONDITION IS!" he roared, causing Rarity to practically topple over by the power of his voice. He regretted it instantly, as the pain split across his chest. "Please," he groaned, "I…I have an opera to run…"

"All in good time," Rarity grumbled, tucking him back in. This time his only protests came from his mouth. She was grateful he was not attempting to rise again.

"No, I…I must see to things, be sure that…those bloody managers are…are not ruining my theater!" he groaned.

"First things first," Rarity said matter of factly, bringing the tray of soup she had brought to his bedside. "You need to eat in order to regain any strength."


"No, now," she insisted with an edge of force to her voice. She was the tiniest one out of all of them, but she was also a force to be reckoned with. "Come now Master, eat up."

She had taken the spoon and was leaning as close as she could with it to his mouth. Discord grumbled his disgust at her gesture. "I can feed myself!" he snapped before snatching the spoon from her hooves. "I may have been shot, but there is nothing wrong with my head!"

Rarity hid the grin that was threatening to spread across her features as she watched Discord gobble down his soup like a greedy filly, grumbling here and there while he ate. Yes, he would soon be back to his normal "charming" self. "The herbs will help," she happily whispered. "I have a whole pot brewing, and I intend to have you drain every last drop."

Discord grimaced. "If I am to be confined to this bed for a lengthy period of time, I at least think I have the right to compose, do you not agree?" he grumbled.

Rarity smiled slightly and went to fetch him some parchment and ink while he finished his soup. "There you are Master…and do not fret so, in a few days you'll be as good as new," she added warmly, pleased that he had drained the bowl as she had hoped. "I'll fetch you another bowl at once."

Discord said nothing; he simply put on a sulk. Rarity knew he was grateful for the soup and for the healing herbs especially, but she also knew that when Discord was in a mood, cordiality was the last thing to expect. He watched the little mare turn to leave, and then called out to her before she was gone.

"Where's the mare?"

Rarity paused, her back still to Discord. "You mean Fluttershy? For that is her-"

"Yes, yes, I know that is her name…this is my theater, is it not?" he muttered. "I know more about her than you may have thought…I know that she's the violinist's daughter, I know that she's from the country, I know that she's rather smart with a needle and thread-"

"Did you know that she has dreams of singing?" Rarity interrupted, turning to face him.

Discord rolled his eyes. "All mares who come to the Maris Opera House believe themselves to be great singers…and many of them are not, as we have good proof," he growled, thinking about how much he wanted to strangle Fleur de Lis. "Now, answer my question, where is she?"

"She's with Shortround and Derpy in the northwest cavern," Rarity explained. Discord simply snorted to the news, however his body seemed to relax somewhat. Rarity nibbled her lip. "I…I've been meaning to ask you Master…what shall we do with her?"

The relaxation was gone. Discord's brow furrowed at the question. "What do you mean?"

"Well…" Rarity placed the tray back down and came back to his bedside. "It seems that…that well…Fluttershy will be with us for…quite some time, would you not agree?" He didn't say anything, simply stared right back at Rarity, his expression dark and exasperated. "What I mean to say is…I do not think the costume cages are…suitable shall we say, to a young mare…w-w-would you not agree…master?" she didn't dare look up into his eyes, she could feel them burning through her.

"And did you have any…suggestions, my dear mare?" he asked, his voice dark and dangerously low. His whole world was being turned upside down from one mare.

"Well, as a matter of fact, I…that is, myself, Shortround, and Derpy, thought…perhaps she could stay in our quarters? We have beds, and…well, I'm sure we can find something suitable for her around here, if not above in the dressing rooms-"

"No," Discord said, his voice dark and unreadable. Rarity was surprised by his quick dismissal of her idea.

"Master…you can't…you can't expect her to simply be locked away! She won't run away again, at least…I don't believe she will, besides, she's injured-"

Discord's eyes went wide at Rarity's news. "What?" he asked, sitting up a little too fast and groaning as he felt the pain hit him like a stone. "What do you mean injured? How?"

"Oh, not badly Master," Rarity quickly explained, although she was surprised by his reaction. He still did not relax. "Her leg was cut, that's all, but I was able to tend it, nothing more than a scratch I assure you."

Discord relaxed somewhat, however the concern that was written across his face did not disappear so easily. "I am glad that you have helped her," he whispered, not meeting Rarity's questioning gaze. "And…when I said 'no' earlier, I had not yet finished to what I meant…" For the life of him he had no idea why he was about to say what he was about to say. "I do not want her sleeping in the same quarters that you all share…I…I think it would be easier on her…as well as for everyone else if…if she is given her own place," his voice was practically a whisper when he had finished.

Rarity however and heard every single word. "You…you want us to prepare her… a room?" she asked, making extra sure she was hearing him correctly.

Discord gritted his teeth. "Yes…I think the southeast cavern would be a good place…it's close to the lagoon, and it's small, but warm and dry. I think that would be a very suitable place for her."

Rarity found herself smiling with pride at his words. "I agree Master…I shall tell the others to begin searching for bedding right away-"

"Wait," Discord interrupted. "I know exactly what I want you to fetch for her…"

Rarity's mouth went wide when she read the thought in Discord's eyes. "Oh, but Master, do you think that's wise?"

A wicked grin was beginning to spread across his face. "Oh yes, I think that will do very nicely," he leaned back against the pillows of his bed feeling much better. "I think I will have another bowl of soup Rarity," he said, sounding extremely peculiar. Rarity realized what it was; he sounded somewhat happy.


"T-t-his one's m-my FAVORITE!" Derpy cried out happily as she shuffled over to Fluttershy with the book in her mouth. Fluttershy smiled up at her and took the book to have a look at the title.

"The Hunchback of Notre Dame?" she read. "Oh yes! Rarity told me you loved this story…" she looked at Derpy with a warm smile and wondered how on earth she could have screamed in her face earlier. She wasn't fearsome looking at all to be honest. She was large, and hunched over but…she wasn't frightening to say the least. And as she sat there with both her and Derpy…she realized just how much more "pony" they were than most she had encountered in her life above.

Derpy plopped herself down right next to Fluttershy, who was sitting on a blanket on the cavern floor, grinning as she opened the book. "H-h-have you r-r-r-read it?" she asked, stuttering from her excitement.

Fluttershy smiled at him. "I know of the book, but I confess I have never read it."

"It's w-w-w-w-wonderful!" she exclaimed! "There's a h-h-hunchback bell ringer, he l-lives in the bell t-t-tower high above Maris…a-a-a-and a b-beautiful gypsy mare…she f-f-falls in love with him!"

Fluttershy's smile faded somewhat. While she had never read the book, she knew that was not how the story went. Truth be, the hunchback died and Esmeralda fell in love with a handsome stallion. However, she had a feeling that Rarity had "altered" certain parts of the story for her. "It sounds lovely," Fluttershy whispered, feeling that she would enjoy Derpy's version much more than Hugo's. "Perhaps one day you can read it to me?"

Derpy blushed. "I…I c-c-can only r-read a little," she confessed, looking down at her hooves. "B-b-b-but Shortround is t-t-t-teaching me!"

Fluttershy looked over her shoulder at the dwarf, who was sitting on a rock, with a small worn leather-bound book in his hooves. "Shortround r-r-reads alot," Derpy explained. "He was r-r-raised in a m-m-m-mon…m-m-mon…"

"Monastery," Shortround finished. Fluttershy's look of surprise gave him cause to smile. "I never knew my parents," he explained. "I think it was easier on them to leave their 'freak of a son' with someone else than raise him themselves."

Fluttershy bit her lip at the revelation. "I…I'm so sorry," she whispered. She couldn't imagine what it may have felt like to be abandoned.

Shortround, however, continued smiling. "Oh don't be, I have no regrets," he stated quite sincerely. "In fact, I'm very thankful for my upbringing, truly. The monks that took me in were very kind, and it was through them that I received a wonderful education; I do not know if my parents could have done that. And through their kind and charitable example, I have come to accept myself and believe that I am not an abomination of the pony race." He smiled at this, and proceeded to continue reading the page he was just on.

Fluttershy found herself smiling at his words. "How then did you come to be here?"

"We w-w-were in a c-c-carnival!" Derpy exclaimed. "But t-the Master, he-"

"Derpy!" Shortround hissed, quickly quieting the pony who bit her lip, realizing that she was telling too much. Fluttershy had paled at Derpy's first words; a carnival. Had they…were they all on display? A surge of anger shot through her as she imagined poor Derpy with her sweet nature being forced to show off her body for the wealthy upper classes, and Shortround with all his great intelligence, being reduced to less than an animal for the viewing pleasure of others. Truly…they were not the freaks of this world.

"Still here, I see," came a low grumble from the shadows. Fluttershy glanced up to see Rainbow Dash emerge from the darkness and felt a cold chill run down her spine. Of all the Phantom's servants, she was the one that still frightened her. Rarity, Derpy and Shortround had shown nothing but kindness to her, but Rainbow Dash…Rainbow Dash wanted nothing to do with her, and she was making it extremely plain.

"I w-was s-s-s-showing her my f-f-favorite books!" Derpy exclaimed happily, pointing at a pile that was on the ground next to Fluttershy. After tending to Discord, Rarity encouraged Derpy to take Fluttershy to the northwest cavern, the place that she soon learned was where they all slept. Compared to the Phantom's chambers, it was extremely humble…but it held a warm inviting glow that oddly enough reminded her of home back in the country. Like the Phantom's chambers, the cavern had plush Persian rugs that aligned its floors, and pieces of beautiful cloth that hung from its walls. In the center of the room, was a small fire pit with a kettle boiling over a healthy fire. There were four beds, each as different as the four seasons of the year. Shortround's bed was a hammock of deep green cloth that hung between two tall skinny boulders. Derpy's was a boat, with all the seats removed, replaced by blankets and pillows. Naturally it was the only thing that could fit her great size. Rainbow Dash's bed seemed to be a pile of mattresses and blankets thrusted back in a dark corner; fitting for her, she thought. And Rarity's bed actually looked like a bed one would find in a house, clean and soft. Each corner was also marked by the distinct personalities of each person. Derpy had pictures of animals and piles of books near her bed, whereas Shortround had a small pile of books, and an old wooden cross near his. Rarity had a spinning wheel beside her place, with several yards of fabric, and Rainbow Dash…Rainbow Dash's space was bare; a mystery to enhance her already dark persona.

Yes, out of all of them, Rainbow Dash still caused her blood to run cold. Unlike the others, Rainbow Dash's deformity was not one she was born with. She was tall, but skinny. Her hair hung limply from her head. Her hair wasn't normal though, and Fluttershy understood that was where Rainbow Dash had gotten her name. She wore a tattered gray hat and tattered trousers. She wore no shirt, and her ears, lips, and nose were covered with piercings. Fluttershy flinched when she saw her body, imagining the pain she must feel. Why would anyone do anything like that to oneself? She would never understand…and she could not see herself having the courage to ask Rainbow Dash why.

Perhaps the most frightening thing about Rainbow Dash was her back left hoof…or lack thereof. Rainbow Dash's left hoof was gone…replaced with a think piece of wood that looked as if somepony long ago had shoved into her skin. Indeed, skin from her hoof seemed to be growing along the edges of the wood; she had to look away for fear that she would be sick.

Rainbow Dash snorted in disgust to Derpy's exuberance over showing Fluttershy her book collection. "Isn't it time that she's placed back in her cage?" she asked Shortround.

"Rarity s-s-said that she c-could s-s-stay here…w-w-w-with us!"

Rainbow Dash paled at Derpy's joyful words. "WHAT!"

Fluttershy flinched to Rainbow Dash's bark. She wasn't entirely thrilled with sleeping in the same place with her either, but the cavern was much warmer than the cage she had originally been placed in.

Rainbow Dash looked at Fluttershy with coldness and growled, "Why can't the Master simply kill her like all the others?"

Fluttershy paled at her words, which was the exact reaction she was seeking. She couldn't help but chuckle evilly. Shortround however sent Rainbow Dash a look full of warning, to which the mare with the wood leg swore, before stalking off to her pile of mattresses and collapsing on top of the heap.

"Don't mind Rainbow Dash," Shortround said to Fluttershy just loud enough that Rainbwo Dash could hear. "She's always in a foul mood, that's her true deformity."

"At least I don't believe in absolute rubbish!" Rainbow Dash hissed from her dark corner.

"My faith is not rubbish!" Shortround snapped. "How dare you-"

"I see that filly behavior is running rampant this evening," Rarity grumbled as she entered the cavern. Shortround sent Rainbow Dash one more angry look before turning away. Rainbow Dash simply grinned to herself before placing her tattered hat over her eyes.

"How's the Master?" Shortround asked, lowering himself down to cavern floor.

"Much better, although I had to stop him from getting up," she groaned, sitting herself down on the edge of her own bed. "The Master is too concerned with the Opera House than with his own health," she muttered, rubbing her tired aching hooves. "The only way to get him to stay was bring him parchment and ink so he could compose," she rolled her eyes. "If I hear one note coming from that organ, I swear, I will steal his parchment back!"

Fluttershy had her legs tucked under her chin while she listened to Rarity's complaints about the Phantom. How curious, she thought. Had it only been a little over 24 hours that she had believed the infamous opera ghost was a myth? In her brief time there she had learned he was a draconequus; an almost mythological creature native to Persia, which explained the Persian style of his home. He was a frightening creature, but…a creature with a family of sorts, a creature with a love for music.

She remembered the night before when she had been hiding in his chambers and saw him play at his organ with more passion than she had ever seen anyone exhibit over music. Her blood went warm at the memory of watching his large skilled paw and claw fly over the organ keys; he pounded his spirit upon them, and yet there was also a strange gentleness he displayed with the instrument. "My dear?" Fluttershy blushed and looked up from her perch on the floor, realizing that Rarity was talking to her. "Are you alright?" she asked. "You seem…distant."

Fluttershy could feel her cheeks burning pink. "I was…just…well, I-"

"Thinking about your father?" Rarity asked, her eyes filling with sympathy for the mare.

Her father. Fluttershy wondered what had become of him. She had vowed to take his place for the Phantom in return for his life to be spared. Had that happened? Had the Phantom truly set her father free? Or had it all been a trick? A vicious trick to lure her into his trap while keeping her father prisoner in a different area of the Phantom's underground lair, or worse, killing him? After all, it was Rainbow Dash, a mare who had no toleration for outsiders, who had been ordered to remove her father…even if the Phantom ordered him to set the stallion free, would Rainbow Dash have done that?

"It'll be alright," Rarity murmured, reaching out and patting Fluttershy's shoulder with a reassuring touch. Fluttershy smiled at the pat and knew that her father was free and alive; if he wasn't, she knew that she would have learned from Rarity and the others the truth. Yet she still worried for him…especially as she thought of the sadness he was enduring at the moment over losing her.

"Rainbow Dash! Shortround! Derpy!" I will be in need of some assistance from you," Rarity commanded. Rainbow Dash grumbled her protest to which Rarity immediately ignored. "Come, we need to fetch some things for Mademoiselle Fluttershy," she instructed.

Fluttershy looked at Rarity with confusion while Rainbow Dash's silent protest became quite loud. "WHAT? I am doing nothing for her!" she growled. "Let her sleep in that bloody cage; that was the Master's original orders-"

"The Master has changed his mind," Rarity said through clipped lips, cutting Rainbow Dash's protests off immediately. The mare with the wood leg stared at Rarity, her eyes and mouth wide with shock. "The Master has ordered that we fetch some things from above for Mademoiselle Fluttershy, so that we may create suitable living quarters for her-"


"Yes!" Rarity shouted back, her patience waning greatly. When Fluttershy brought Discord back after the accident, Rainbow Dash disappeared, wailing that a mob would be down in seconds after the whole lot of them, that the Master was going to die, and they would all starve to death, depending if the mob came for them. Her panicking upset Derpy immensely, and when they needed help to care for the Master, he was no where to be found. Now Rainbow Dash was proving to be more of a nuisance as far as Rarity was concerned, with her complaints towards Fluttershy and her ill temper with everyone else. "The Master has instructed that we create a living space for Mademoiselle Fluttershy in the southeastern cavern near the lagoon, and that we begin immediately," she shot a look at Rainbow Dash. "If you don't like it, then go to the Master and inform him of your complaint."

Rainbow Dash said nothing; she simply pushed past the little mare out the cavern entrance. Fluttershy chewed on her lip as she watched the mare stalk out. True, she found her frightening, and the idea of a place away from her sounded pleasing, however, making her hate her even more was the last thing she wanted. "I…I don't want to be a burden, and I fear that I am," she whispered.

"Nonsense," Shortround muttered. "Rainbow Dash is bent on making everyone's lives miserable when she's unhappy…give her time and she'll come around…she's really a good mare." Fluttershy looked at Shortround and found herself feeling reassured by his confidence. It seemed to her that Shortround found the good in every person.

"Come, come, we must fetch these things at once," Rarity clapped her hooves. She then turned to Fluttershy. "My dear, for this night, you shall sleep with us, but I promise you, by tomorrow, you will have your own chamber," she said with a smile.

Fluttershy smiled back, however she felt that this was all happening so fast. One night she was a prisoner in a cage…the next night, she was a guest who would be receiving her own private quarters! Had something happened to change the Phantom so? Perhaps he was taking pity on her for saving his life…however, if he truly pitied her, he could release her. She sighed, knowing that if he did release her from his captivity, she would not go, at least…not until she knew he would be alright.

"Rarity, you have had a trying day, why don't you stay and rest?" Shortround offered.

"Oh, I couldn't possibly-"

"It's alright R-r-r-rarity," Derpy stuttered. "We'll f-f-find items f-f-f-fit for a princess!" she grinned at Fluttershy and blushed slightly when she smiled back.

Rarity opened her mouth to protest, but did not say a word. She had been on her feet all day and evening, keeping watch with Fluttershy over Discord's recovery. He had slept most of the day after they had finished stitching up his wound, yet she remained close by, waiting for him to awake so he could get some food in his system. "I won't argue," she admitted. "My hooves are hurting quite badly."

"Then you stay and we shall fetch the items the Master wishes us to find," Shortround smiled. "And if he is instructing us to go above…then…well, there is only one place I can conceive that the Master would insist upon…"

Rarity could only grin. "You would not be wrong."

Shortround nodded his head and lead Derpy out of the cavern. Rainbow Dash, who had appeared to have stalked off, was truly waiting for them outside the cavern, and her voice filled with complaints when he saw them emerge. "About bloody time!" she groaned.

Fluttershy watched as her new friends left both her and Rarity behind in the small cavern. "Can I get you anything?" Fluttershy asked, as the mare climbed into her bed. "Some tea perhaps? I could boil some over the fire for you, it would be no trouble."

Rarity smiled at Fluttershy's offer. "You are very kind my dear, but I am fine," she then pointed to a small pile of mattresses and rags nearby. "I'm afraid that was the best I could do at the moment for a temporary bed," she sighed. "I'm sorry my dear, it will be for only one night," she reassured.

Fluttershy smiled back. "It will be far warmer and softer than the floor of that cage."

Rarity smiled faintly at Fluttershy's words, but frowned as well. "I'm sorry you had to endure that my dear…I can understand why that experience, as well as being parted with your father…and all the stories I'm sure you've heard above, would have tainted your view of the Master."

Fluttershy was wiping dust off the blankets of her bed while Rarity spoke. She paused and chewed on her lip some more. "I will not deny that…I found your Master to be a bit of a…of a…"

"A monster?"

Fluttershy looked down at her feet. "I'm sorry, I-"

Rarity clucked her tongue. "Nothing to apologize for my dear, that is the image the Master wishes to express. However, I never truly believed him capable of monstrous behavior till I saw him take you prisoner and order you to be placed in that cage," she grumbled coldly. "I know that may sound strange…after all, those stories that you've heard of the Master killing intruders…they are not pure acts of fiction."

Fluttershy felt her blood run cold. She knew she shouldn't be surprised by such news, after all, her father was trapped and it seemed the Phantom had every indication of murdering him. So why was she affected so? Why did it bother her to think of him as a villain?

"The stories are greatly exaggerated, however," Rarity clarified. "I know that the stagehooves and dance mares make it sound like masses of ponies have come below and have lost their lives at the Phantom's wrath…but if that were the truth, do you think that they would not have stormed down here seeking the murderer?" Rarity did have a point, Fluttershy could not argue that. "Truth is, only a handful of stallions have ventured below and have lost their lives; these caverns and tunnels have been carefully booby trapped to stop any trespasser. Most of the traps are simply designed to scare people away, or perhaps cause a minor injury, nothing serious. However, some are designed to do more…" she shuddered. "The Master is more than simply a musical genius, he is an inventor as well, and has designed some of the most elaborate contraptions you have ever seen!" She found herself smiling with pride as she told Fluttershy the tale. Then her smile faded once again to a frown. "However, I…I know that does not excuse the Master for what some of his contraptions have done…"

Fluttershy agreed with Rarity; nothing could excuse murder, however…after getting to know the ponies who lived below with the Phantom…she began to understand why such precautions were being made. "Forgive me…I understand if this is something you do not wish to discuss, and I will not raise it again-"

"You wish to know how we came to be here?" Rarity asked, her eyes shining with understanding. "I'm an old mare my dear, I know a curious face when I see one."

Fluttershy blushed deeply. "It's just…well, Derpy started to tell me something about a carnival…but Shortround quickly shushed her."

"Ahh yes," Rarity sighed, before waving her hoof for Fluttershy to come closer. She immediately obeyed, picking up one of the blankets she had dusted and drawing it over to Rarity's bedside. "Well…what Derpy was going to tell you is true…there was a carnival…and that was how we all knew each other."

Fluttershy looked down at her hooves which were clasped tightly together. "Was it…a…a freak show?" she whispered, not caring for the word at all.

Rarity nodded her head. "Unlike the others, I was not kept in a cage constantly. I was more of a servant really. The owners had me move about, fetching things for them, giving them food and drink, picking pockets off the viewers when they were looking upon the others," she muttered in disgust. "At night, they caged me with Derpy, because she would cry in the dark. I was the only one who could keep her calm," she smiled softly at the memory. "Derpy is very much like a daughter to me," she whispered.

Fluttershy smiled at Rarity's words, but felt her anger kindle at the ponies who had treated Rarity and the others like animals. "Besides myself, Rainbow Dash had been there the longest," Rarity continued to explain. "She was not born like that, as I'm sure you could guess. No, she was their first 'freak' put on display. They did that to her body…I remember hearing her cries of anguish whenever they placed a new piercing on her," she shuddered as the memories flooded her. "But even after they the mutilated her body, they still were not satisfied. So they burnt her hoof off her arm-"

Fluttershy gasped. "They burnt her hoof off her?"

Rarity sadly nodded her head. "Yes…and before the wound had time to heal, they rammed that horrid wood into her flesh…" she whispered. "To this day, I can still remember the screams…and the blood, oh God in heaven, there was so much blood."

Fluttershy felt her stomach churn at the thought. All her thoughts towards Rainbow Dash had now changed; she could completely understand why she disliked her and she didn't blame her. She represented the world that had turned her body into a perversion. No, she did not blame Rainbow Dash for her suspicions in regards to her at all.

"Shortround's life was not nearly as harsh," Rarity continued.

"Yes…he told me that he was raised in a monastery," Fluttershy explained.

Rarity nodded her head. "Yes, he was very fortunate," she sighed. "The monks were good to him, they gave him food, warmth, love, and an education," her expression changed suddenly. "However, the Father who was head of the monastery died, and a new one came to take his place. This stallion saw Shortround as an abomination, a punishment for the sinful ways of pony nature," she sighed sadly. "He sold Shortround to the carnival…I remember that day very clearly. He became known as 'half a man', and was forced to perform stunts for the wealthy," she forced a smile, although it was sad. "Still amazes me how despite all that, he is able to find the good in everyone…" She sighed again, her small wrinkled hooves playing with the ends of her blanket. "And Derpy…poor Derpy…"

Fluttershy sniffed back the tears that were already threatening to descend. She was not sure if she could bear hearing Derpy's sad tale.

"Derpy came to us as an infant. Her mother…" she paused for a second to collect herself. "Her mother was a gypsy, barely 16 if I remember correctly. She had been raped and did not wish to keep the babe, especially after seeing her deformed figure. The carnival offered a handsome price for the filly, so without second thought, she sold her to their display," she looked up at Fluttershy, her own eyes reflecting the tears that mirrored the young mare's. "Ironic, is it not? Derpy dreams of meeting a gypsy mare one day…and her own mother, a gypsy mare, sold her off."

Fluttershy wiped her eyes, her heart breaking for Derpy as she remembered her telling her her version of Victor Hugo's novel. She smiled through the tears at the memory of her calling her "gypsy mare", but more tears came at the thought of her mother selling her to a side show freak carnival.

"Those were very hard years for us," Rarity whispered, wiping her own eyes. "But…thank the goodness, the Master came to be with us…and helped us escape."

Fluttershy sat forward at the mention of the Phantom. "Was he…in the carnival as well?"

"Oh yes, he became a star attraction for them," Fluttershy explained. "He was the last to join. You see, the carnival traveled all across Europe, and I remember being in the east…Romania, Bulgaria…we may have even been in Turkey! But wherever we were, there was a Persian caravan that passed us by. Little is known of the Master's origins, whether he was born in Persia, or if one of his parent's was Persian, but he was in their caravan and they were looking for a way to make some money, so for a hefty price, they sold him to the carnival."

Flutterahy imagined the Phantom, the fierce dark figure that he was, exposed to the ridicule of others in a freak show. Her heart swelled with pity for him. "How old was he?" she asked.

"He was young, 13, perhaps 14?" she sighed. "They called him the 'half stallion monster'; one side of his face looks like that of any other stallion's…but the other… and his body . . .she shivered slightly. "Well my dear, you have seen him without the mask and seen his body." Indeed she had…and yet Fluttershy remembered the second time she saw his face and not fearing it…rather finding it fascinating. She blushed at the thought as Rarity continued her story. "They used to open the curtain to his cage, exposing only the unscarred side of his face. They then would ask one of the young mares to come forward to the cage and pucker her lips for a kiss."

Fluttershy felt her insides churn again at the thought. Of all the cruel things to do to someone; her sickness turned to rage.

"Then, after the mare finished giggling and had her lips puckered for a kiss, they would tell the Master to turn and face the young lady head on, exposing his scars," she trembled again. "They would show his body and would turn and scream and blubber about, agitating the Master and forcing him to attempt at kissing the already screaming mare," she shook her head. "Sometimes he refused to turn and face the audience, so the carnival owners would lash him in front of everyone…" she wrapped her arms around herself as if seeking comfort. "It was horrible, those years in that place."

Fluttershy's fists were tight round balls of rage. "Monsters…they were the real monsters."

"I agree," Rarity sighed, settling herself back in her tiny bed. "But we did escape, as you can see," she smiled. "We owe that to the Master, actually."

Fluttershy looked up at Rarity with curious eyes. "He helped you all?"

"Oh yes, it was his idea actually," she smiled. "One night, the watchpony was very drunk and the Master saw the opportunity. I was already in my cage and witnessed the whole thing from it. You see, he started to insult the watchpony, calling him names and throwing pebbles at him that filly's had thrown at the Master earlier that day."

"Charming," Fluttershy muttered.

"Well, the watchpony, who had the keys around his belt, got irritated and threatened that he would come into the Master's cage and beat him within an inch of his life. Of course the Master continued his insults," Rarity grinned.

Fluttershy was leaning close, her head resting in on top of her hooves, her body leaning against the small bed. "Then what happened?"

Rarity's grin spread further. "Well, as he promised, the watchpony grabbed the whip that was normally used when any of us 'acted up', and proceeded to enter the Master's cage with every intention of beating him," Fluttershy was holding her breath, anticipating Rarity's every word. "Once he entered the cage, the Master then lashed out, kicking the watchpony hard in the groin, before slamming his head against the bars of the cage."

"And no one heard it?" Fluttershy asked in amazement.

Rarity shook her head. "They were all drinking in their little hut, singing loudly and very off key. Even if the watchpony had cried out for help, they wouldn't have heard it."

"So then what happened?"

"Well, the Master got hold of the keys, and immediately set about releasing us. There were others," Rarity explained, "but they chose to go their own way…to this day I don't know what became of them," she sighed sadly. "But Derpy, Shortround, Rainbow Dash, and I…we all chose to follow the Master. We were just outside Maris, so we took our chances and wandered into the city. At that time, the Opera House was being completed, so the Master thought we would be safe hiding there. We found some stairs that led down…and heard water below…so we followed the sound, and…discovered this," she finished, holding her arms out to the cavern. "We believe that it was part of the underground catacombs used in the middle ages."

Fluttershy was amazed by the whole tale. "How long…how long have been down here?" she asked, amazed that no one else had discovered their secret.

Rarity counted softly in her head. "The Master was 17 when we escaped so…just over 20 years."

20 years. No one, till now, knew of their secret which had been kept well for over 20 years. "Amazing…" she whispered. "And…he saved all of you?"

Rarity smiled proudly. "He could have run and saved his own skin, but…not our Discord. He's a good creature, truly he is."

"Discord…" Fluttershy whispered. The Phantom had a name.

"Now my dear, you need your rest," Rarity shushed. "Climb into bed and get some sleep…tomorrow you'll have a new place all your own."

Fluttershy wanted to smile to Rarity's words, but her thoughts were elsewhere. She missed her father and was worried about him; yet she was also grateful for the new friends she had just made. And then there was the Phantom.

Discord. The name really did suit him, with all that mischief and murder. She shivered and wondered how he came to it. Was it given to him by his captives? Or did his mother give him the name before something happened to her? Did she sell him to the Persian caravan? Or did a tragic accident occur, causing him to be ripped from his family? So many questions were still waiting to be unveiled, but one thing was now understood: this place, this world, was his to protect. These people were not his servants, they were his family–yet they felt obligated to treat him as their master for the salvation he had given them. Yes, despite his harsh behavior to her, Fluttershy could see the good that hid within the shadows of his persona.

"Goodnight Rarity," she whispered to the mare as she burrowed under the soft blankets of her temporary sleeping place. She wondered about her captor, wondered about the sudden change in his attitude for wanting to give her a place of her own, instead of throwing her back in the cage. Perhaps it was just pity he felt for her…but she couldn't help the feeling that she wanted it to be more. Friendship perhaps? Surely that was all it was…wasn't it? Fluttershy blushed at the thought and told herself to go to sleep.


Fleur de Lis' screams filled the Opera House's walls, causing Fancypants and the managers to come running to her side. "Fleur de Lis! My beloved, what is it? What's wrong?" Fancypants cried, finding his prima donna standing aghast in the doorway of her dressing room.
"WHAT HAS HAPPENED?" she screamed. The managers arrived just then, huffing from their sprint and peered inside to see what had caused the soprano to be so upset.

"Good God," Flim gasped. The dressing room was in shambles. The dressing table, the chaise lounge, all the elegant furniture was gone, leaving only several gaudy dresses and tangled wigs here and there. "What happened senora?"

Fleur de Lis turned on the managers and released her fury. "DO YOU THINK I WOULD BE ASKING YOU IF I KNEW? AAAAAAAAAAAAAAHHHHHHH!" she stormed past them, nearly knocking them to the ground. "I HATE THIS PLACE!"

Somewhere, far below Fleur de Lis' dressing, someone was grinning at the harpy's screams. "I really must do that more often," Discord chuckled.


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Her eyes fluttered open at the sound of her name. Fluttershy lifted her head, looking around her, remembering once again that she was not in the apartment she and her father occupied, but beneath the Opera House. The cavern was dark save for a few orange embers that glowed from the hearth in the center. Who had spoken to her? All she could hear now were the soft snores of her new friends. And then she heard it again…


She rose from the bed, a blanket wrapped tightly about her body. The voice seemed to be coming from beyond the cavern.

"Fluttershy…come to me, my angel…"

The voice was hypnotic. Low and deep, rich and soft. A whisper; yet loud and clear. She felt like a ship at sea, and the voice was her beacon guiding her to safe harbor. Or, it could be that of a siren, luring her to her death. Either way, she was under it's power and could not turn away. "I am coming…" she called back, following the voice through the darkness of the tunnels.

The voice was replaced by music. Music she had heard before in her dreams; soft and sad, yet so beautiful and passionate. She continued her unknown journey, her feet carrying her as if she were as light as air.

"Sing for me, my angel…"

Futtershy opened her mouth willingly to the request. Was it a request? The voice was soft and sweet, yet the words seemed commanding. She opened her mouth, yet no sound came out.

"Please sing for me…I long to hear your voice mingle with my music…"

Her skin tingled in the most wonderful way. She felt something within her begin to burn, begin to come alive. The music rose higher in its passion, and as it did so, she felt her blood rise with it, the heat of her body climax with each note.

The blanket fell away, like a puddle at her bare hooves. She wore a sheer gown, its material touching her like a thousand silken hooves. Funny, she did not remember putting such a gown on.

"Yes my angel…come to me…sing for me…stay with me…"

Fluttershy opened her mouth again, willing her voice, forcing it almost, to obey the other's commands. She wanted to please her ghost, her angel of music who was playing for her and her alone.

"Oh angel…how I long to hear you sing…"

Fluttershy attempted again, but her voice stopped in a gasp as she felt something touch her. A paw? She gasped again as she felt the paw, strong and large, spread over her stomach…and then move down, slowly, running along the length of her thigh.

"Mmmmmmmm…your body was meant for singing…" the voice whispered. She gasped for she could hear it in her ear. She felt a claw touch her throat, spread across her neck and then move downward…further and further.

She held her breath.

"I shall teach you to sing…a very, very special kind of song…" the voice promised, as a silky tongue darted out to taste her earlobe, and the paw on her thigh moved between her legs and the one on her chest moved to her nape.

"Oh Fluttershy…Fluttershy…"


Fluttershy awoke with a start, her face flushed, her brow covered with beads of sweat, the blankets sticking to her body. She gasped and shook her head, looking around and trying to comprehend what had happened.

A dream. It had all been a dream, and standing near her bed, looking extremely exuberant, was Derpy who was practically hopping up and down. "C-C-COME AND SEE!" she exclaimed, her large hooves grasping her shoulders and pulling her out of bed.

Fluttershy squealed, blushing and thinking she was wearing the silken sheer gown as she had in her dream, but she soon realized that instead, she was still wearing her drab blue dress from the previous day. No wonder her body felt stiff.

"Derpy!" Rarity scolded. "Put her down at once!"

Fluttershy realized that her hooves weren't touching the ground; she was so concerned about her state of dress that she hadn't realized. Derpy looked ashamed and quickly put her down, turning a bright shade of red and shrinking her large size into a small ball. "S-s-s-sorry F-f-f-fluttershy," she stuttered, scuffing her feet and looking sad.

Fluttershy smiled and patted Derpy's face, to which she grinned, although she herself was disappointed by being interrupted from her erotic dream. Or perhaps she was more disappointed that it had turned out to only be a dream. Who was her mysterious angel? It was not the first time she had had such a dream; however this one was much more…realistic.

"C-c-c-come and s-see!" Derpy cried again, gently tugging on her hoof to follow. Her gentle tug was truly a good hard pull, but she was trying.

Rarity rolled her eyes and shook her head. "She won't be satisfied till you follow her my dear…I'll make you some breakfast while you're looking."

Fluttershy was so confused. Looking? Looking at what? What had gotten into Derpy? She grinned and tugged on her arm to follow her, which she had no choice but to follow, as her tugs were quite insistent.

She led her through the dark tunnels and passages of the underground labyrinth with ease. Some tunnels were pitch black, yet Derpy navigated the two of them without any problem. Everything looked the same as it had the night before…how did they know when it was morning and when it was evening? She was not sure if she could stand living a life underground, but then she reminded herself that her new friends had little choice.

Some of the tunnels looked oddly familiar…like the tunnels of her dream. She tried to remember the route she was taking her, but after a while, every passage looked no different than the previous one. Fluttershy wondered how far they were going, as it seemed they had been walking–running practically, for Derpy's steps kept getting wider and wider–for quite some time.

"Almost t-t-there!" Derpy said happily, pulling on her arm a little more. Fluttershy continued following, curious to see what it was that had her in such a state. She was surprised when Derpy suddenly stopped in front of her, causing Fluttershy to run into her large frame. "There…" she pointed towards a small glittering light that was coming through a sliver in the cavern wall. Fluttershy looked around her, her gaze following the direction her hoof was pointing. She saw the soft golden glow that was softly illuminating a nearby rock. She realized that the glow as coming from just beyond the rock. What was it? Her first thoughts were that it was the light of morning, streaming through a crack in the cave's ceiling. But as she slowly approached the light, with Derpy's instance, she realized that it was artificial, and not the sun.

"G-g-go on!" she encouraged, grinning from ear to ear. Fluttershy nodded her head at Derpy, slowly going towards the glow, wondering what lay beyond the rocks that blocked her initial eyesight. She realized that the rocks were not hiding the light, they were simply in front of it. She did not have to remove them; she simply had to go around them. She side stepped to her right and went beyond the rocks, finding a small entrance into a cavern. The glow was growing brighter…and her curiosity was growing wilder. The entrance was small, but not to the point where she had to bend down, as she initially thought she would have to do. She gasped when she saw a lacy white curtain covering the "doorway" to the cavern. How did this get here? It was beautiful to be sure, but…where did it come from? Fluttershy pushed the curtain aside…and her breath stopped.

The cavern was small…no bigger than some of the dressing rooms that the chorus girls occupied above…but it was adorned in the most exquisite state she had ever seen. Before her was a rich scarlet rug, unbelievably soft, which stretched to the far reaches of the tiny cavern's floor. In one corner was a beautiful mahogany dressing table, adorned in brightly colored bottles of perfume, cream, and soap. The scent of lavender and rose petals filled her nostrils, reminding Fluttershy of the rose bushes she and her father kept back at their old farm. The dressing table had a pristine mirror which reflected the elegant area she was standing in. There were several beautiful works of art that hung from the cavern walls, and several stone pedestals that held crystal vases filled with all sorts of colorful flowers. To the left of the dressing table was a scarlet chaise-lounge, which had a lovely lace throw adorned across it. She heard the soft trickling of water and glanced to her left and gasped. A tiny waterfall trickled from the ceiling down to a small pound that was at the bottom of a tiny slope. Before the slope there was a mahogany table with two chairs, each with the same scarlet cushions as the chaise-lounge. A single pink rose in a slender crystal vase adorned the table. Light glittered off the falling water and Fluttershy's followed it to see where the light came from. Several large beautiful crystal oil lamps hung from silver hooks on the cavern's walls…yet they were not causing the odd glittering glow. No, the glow was coming from what the light of the oil lamps were bouncing off…which was a small beautiful crystal chandelier, which seemed to sparkle with diamonds, which hung from the center of the ceiling. And then…in the very middle of the room, was a bed. It was not small, but not overly large. Two could sleep on it if they wished, but they would have to be pressed very close together. Fluttershy found herself blushing at the thought. The bed was four posters, and was covered with lace curtains that were held back by white ribbons. The sheets looked as if they were made of silk, and the blanket that covered it was a deep velvet scarlet, same as the other furniture. Needless to say…the cavern took her breath away.

"And just in time for breakfast!" came a merry voice. Fluttershy whirled around to see Rarity smiling as she held a small silver tray, adorned with eggs, several kinds of sweet cakes, and a cup of tea. "Here you are my dear…I'm afraid we were not able to build you a fireplace just yet, but do not worry, all in good time you will have one," she smiled.

Fluttershy was flabbergasted. She could not find her voice, her eyes were wide with amazement. This…this was hers?

"R-r-rarity…" she murmured looking around her, not knowing where to start.

"D-d-d-d-do you l-l-l-like it?" Derpy asked, her stutter even stronger due to her nervousness. She wanted to make sure she loved it, she had worked very hard with the others the previous night to make sure it was perfect.

"Like it," Fluttershy whispered. "I…I don't know what to say?" Derpy's face fell at her words. "It's the most beautiful room I have ever seen!" she exclaimed. Her face instantly broke into a large smile. "I…good Lord, where did this all come from?" Fluttershy asked, her body whirling around the room, taking in everything she was seeing. Rarity and Derpy smiled at one another. "I…I just…I don't know what to say…" she whispered, feeling happy tears form in her eyes. "But…I can not accept this…this is too kind, why…it's fit for a princess! And I'm just a country mare-"

"T-t-t-the Master w-w-will be upset if you d-d-don't take it," Derpy quickly interrupted. "Please say you w-will stay?" Fluttershy was moved by Derpy's words, not knowing that when she made her simple request, she was asking her more than simply accepting the room.

"Oh Derpy…" she looked at Rarity then as well. "Thank you both…and please thank Shortround and Rainbow Dash for me as well! I can only imagine how tired you must all be," she whispered, wiping her eyes and giggling as she remembered that both Shortround and Rainbow Dash were snoring in their beds when Derpy roused her.

"We are not the ones who deserve the thanks my dear," Rarity simply stated. "This was all the Master's doing. He merely directed us to fetch the furniture; he designed the room himself."

Fluttershy stared wide-eyed at Rarity. "The Phant–I mean, Discord…he…he…" she could not believe it.

"Yes," Rarity sighed. "Despite how I told him to stay in bed, he insisted on being here while the others brought the furniture. At least he didn't attempt to move it himself," she thanked heaven for some small favors. "He was present with directing where things should go and designing the whole space," she explained, before taking Fluttershy's arm and leading her towards the table by the small waterfall. "Now, come along and eat your breakfast before it gets cold."


Was this another dream? Fluttershy gazed at the lace that covered the top of the bed, relishing in the soft sheets that she lay upon. The previous night had been alright, but it wasn't the best sleep she had received. The mattresses she was given for a bed were old with springs that popped here and there. She had tossed and turned throughout the night and her back ached somewhat. But now, as she laid upon her new bed…oh she had never felt anything softer, as if she were laying on a cloud.

She truly did feel like a princess; she had never seen anything finer. And yet…she did not feel deserving of this extravagant gift. Were the others content? Why was she given luxury when they continued to sleep in their present quarters? Were they happy with what they had, or would they begin to envy her? Was it right for her to have such luxuries? After all, she was a prisoner. And then there was the Phantom…

"Discord," she whispered the name again. His name was both mysterious and beautiful. Ever since Rarity had told her the story of how they all had come to be there, she could not stop thinking about him. Despite his dark mood and cruel exterior…she had learned that he was caring and devoted to those he felt responsible for. They all called him "Master", and had adopted the understanding of being servants for him; that was her first prejudice towards him. Fluttershy knew of several wealthy families back around the country village in which she grew up. They were all snobby and arrogant, commanding servants to do whatever they wished, even if the command was humiliating. The family of her mother, who snubbed her after marrying a poor musician, taught Fluttershy how far ponies were willing to go to view others as equals…and it wasn't that far.

Yet the Phantom…was different. He was the equal of the others; he too lived in that horrid place and suffered the same humiliating cruel acts that they had faced. And when the time came for his escape, he could have easily left without anyone else. But he released the others, and in return for their freedom, they wished to serve him with whatever he needed. And it did not end there either, for he cared for them, provided them food, clothing, shelter, and whatever else they wished. While this underground labyrinth was amazing with all its secret treasures…Fluttershy had a feeling that many of the things that were there, such as Rarity's yards of fabric for her sewing and Derpy's book collection, came from the Phantom himself. And this entire room…where it had come from, she did not know…but he, as she was reminded many times by the others, had wished for her to have it, and was present with the organization of it.

Why had he changed? Was it not one day ago that they were blaming each other for one another's troubles and throwing insults back and forth? Did he feel pity for her? Was this his way of showing thanks for her bringing him back and helping to save his life? Whatever it was…she needed to thank him. Oh she could envision it now, she thought with a wry grin. Yes, she could see herself strolling into his elaborate chambers, and thanking him for the beautiful room and all that he had done…and then receiving scoffing remarks and sarcastic laughter. No, the Phantom did not strike her as a man who would listen to compliments and gratitude.

…and yet she still felt the need to go to him and somehow thank him, even if it was simply seeing his face and body again.

His face and his body. Funny, she thought. The first time she saw him without his mask, she was terrified. Never had she seen anything more horrific in her whole life. But when she reflected on the situation the second time she removed his mask to place a cool cloth on his cheeks and forehead and took off his clothes to ward off the fever, she discovered she truly was not terrified…but intrigued. She concluded that what startled her initially was the way he suddenly turned around after he felt the mask being removed. It was the rage that she saw etched across his face, as well as the odd duality; one side was "normal" while the other…wasn't.

But when she looked at him again without the mask…her eyes studied his scars, and her hooves lightly played over them while he slept. The scars were hard, and had a somewhat leathery texture. She could feel the bones of his nose and right cheekbone, which had skin covering them, but no muscle tissue. The bag of flesh that hung slightly over his right eye was hard as well, despite looking somewhat squishy. How he came by these scars she did not know…but the more she studied them, the less afraid she felt. She gazed upon the other side of his face, the side that looked like that of any workpony's. It was not handsome, at least not by fashionable society's standards, but then, when was she considered fashionable? It was rugged in texture, pale, but there was a soft hint of brown to his skin. She remembered how Rarity mentioned that one theory of Discord's origins was that he was from Persia; perhaps that explained his coloring? His face was not slender, but with a strong set jaw. The cheekbones were not high, but they were sleek, offering a more rounded look. His eyes however…that was where she remembered her breath being stolen.

His body also scared her a little at first, simply because it was so strange. However after she had taken a longer look, it stopped scaring her and more interested her. His body was . . .unique to be sure. He appeared to be a miss match of things all put together into something quite horrifying at first glance. But now that she had seen his body more from their encounters and his fever, she felt that it almost. . . suited him in a way, a representation of the insanity that plagued him, and the passion. slim yet strong, a mix of many things that in the end, all worked together very well.

He had the eyes of a panther; large and golden. In the shadows they looked amber–a soft shade of brown with flecks of gold. But when the light shown on his face, and when his eyes went wide with shock or surprise, they turned a golden color, one that drew her into its depths and made her feel like drowning.

And his voice. It was not silken, but deeper, richer…more like the scarlet velvet that adorned her bed. Soft, yet textured; dangerous, yet warm.

His slimness added his gracefulness, another panther-like quality. The way he moved when he was fighting was like a dance of sorts. And when she watched him play at his organ, she saw the graceful way his paw and claw played over the keys, despite the passionate fury his very soul was screaming. Her blood grew hot at the memory; she had been mesmerized by his playing, his music as well as his very being calling out to her like a siren. Was his music the one she heard in her dream? Was it his voice she had heard? She blushed deeply and sat up; she had been laying on her back and yet she had felt dizzy.

The gothic romances her mother had read to her were full of dark suspense, mystery, a little gore here and there, and plenty of ghostly passion. She remembered how as a filly she thought the notion of ghosts was quite romantic, and she even felt that way upon her first arrival to the Maris Opera House. Her feelings on such things had changed; no longer did she find such ideas fascinating or romantic, but frightening and foolish. Yet now…for the first time since her first day in Maris, Fluttershy found herself once again believing in ghostly romance and gothic fantasy. Even though she knew what lay beneath his mask…she could not help but be lost in the mystery of it.

"I'm being so foolish," her practical side scolded. "He said so himself, this is no fairy tale and he is no prince…he is my kidnapper. He may be kind to those who suffer the same way he suffers, but that means I'm his enemy and will always be such in his eyes." So why did these thoughts upset her?

She had to see him; that was the only way to put an end to these silly feelings that were awakening her body to unknown sensations…as well as her heart.

One insult would be all that she needed to remind her silly heart what was her true situation. She could go to him, thank him for his gift, and then allow him to ridicule her for being so foolish as to come to him and think such things. Yes, she would do that, that way she would do the right thing by thanking him…and be reminded of her real situation, that she was prisoner and this beautiful room was her new cage.

So why was her heart breaking at the thought?

"Oh Fluttershy," she grumbled, rising to her hooves and taking one of the oil lamps off the wall and using it as a guide to carry her through the darkened tunnels. "You truly are a foolish country chit!"

Yet her personal insults quickly came to a stop and were replaced by surprise as she found herself going down unknown tunnels…and yet feeling as if they were leading her in the right direction. She had never seen these tunnels before…yet she felt as if she knew them…

Lo and behold, in a matter of minutes, Fluttershy found herself standing just inside the first chamber that belonged to the Phantom. She looked again at the beautiful mighty pipe organ that seemed to be embedded in the rock. By closing her eyes, she could see him sitting at it and playing passionately as she had seen him do only two nights ago.

She shook her head and told herself to continue onward, that she had come here for a purpose.

Quietly, she tipped-toed towards the second chamber, the one in which he slept, and so softly, peered through the shadows to see if he was conscious. Instead, she was greeted by the soft even sound of his breathing, and saw him sleeping, looking utterly exhausted. Fluttershy couldn't help but grin at the sight of him. He wore the mask (she had a feeling he rarely took it off) and on his stomach lay sheets of parchment, while in one paw he held a pen and in the other claw, an inkwell. He looked so peaceful, but she reminded herself that a lion looks just as peaceful before pouncing on its prey.

She knew she should leave him be, but she found herself drawn to him, even in his sleeping state. She quietly approached the side of his bed, and carefully, so as not to wake him, removed the inkwell and pen from his paw. She placed the two items next to the bed on a small table, and then she proceeded to pick up the paper that was scattered across the bed. He made a sound which caused her to jump somewhat, but she noticed that he was still sleeping quite peacefully. She had the amazing urge to bend over and place a soft kiss on his forehead, but she resisted. Instead, she blew out the single candle that was lit by his bedside, and took the parchment into the next room, leaving the slumbering Phantom in peace.

Fluttershy placed the parchment on top of a beautiful piano that sat near the pipe organ. She would come back later or perhaps tomorrow and thank him then. But something on the parchment caught her eye and drew Fluttershy back. It was a song, one that looked as if it had been freshly written.

She recalled the score she had discovered those two nights ago with the words Don Juan Triumphant written at the top. She was not familiar with an opera by that title, and while she had grown up in the country, her father, a lover of all things related to music, had told her much about many operas, the famous and less famous alike. Like that score sheet, this song also contained the words Don Juan Triumphant written in small letters in the upper right corner. The title of the song was "Point of No Return". Fluttershy felt a shiver run down her spine.

The song was a duet, sung by the main figure, Don Juan, and a girl by the name of Aminta. She found herself blushing as she read the first few lines, realizing that it was a love song of sorts…yet the lyrics were extremely erotic, as Don Juan attempts to seduce Aminta. The music was odd as well. One minute, the notes were moving to a graceful slow rhythm, and the next, they changed dramatically to a thunderous exclamation. Without realizing it, she found herself humming softly to the melody…and then, as her eyes reached Aminta's part, she discovered herself singing the role.

"You have brought me
to that moment where words run dry,
to that moment where speech disappears
into silence,

She took a breath and continued on, her voice growing a little more confident as the music began to flow through her, casting its spell upon her soul.

"I have come here,
hardly knowing the reason why…
in my mind,
I've already imagined
our bodies entwining, defenseless and silent–
and now I am here with you:
no second thoughts,
I've decided,

"What are you doing?"

Fluttershy gasped and whirled around, her hooves gripping the piano to keep herself from fainting with shock.

She had been caught. There he stood, towering over her as she remembered the first time she met him. His shirt was gone; all he wore were a pair of crumpled black suit trousers and his mask. He stood in the entrance between the two chambers, eyeing her. Even in her frightened state, Fluttershy could not help but look at his bare chest and take in the body she saw before her very eyes. And yet everything in her being told her to run, to get out of there, that she had been meddling in private things and now she was going to pay dearly. She couldn't look into his eyes, she feared what she would find.

So instead, she turned on her heel and darted towards the entrance that led out into the dark tunnels just beyond. This was his lair, nothing could stop him from pursuing her, but right now she wasn't thinking practically, simply following what her instincts told her to do which was run.


Why, she did not know, but Fluttershy turned her head to look over her shoulder at his thunderous voice, only to find that he wasn't there…but had somehow moved in front of her. She gasped and stared up at him, as he was literally only a breath away from her body. How was that possible to move so quickly?

"I…I…" she swallowed the lump in her throat. "I…I'm sorry, I only…that is, I only came to…to thank you for the room, and…you were asleep, s-s-so I thought…I simply thought that…I only intended…" she was backing away from him and gasped when she discovered she was back against the piano. He was slowly stalking towards her.

"I…I didn't mean to pry, please forgive me, I just…I didn't do any harm, I didn't mean any harm, I…I…" she had nowhere else to go, her back was against the piano and he was still stalking forward. She felt like shrinking, and then, she stopped babbling when she felt his paw reach out and touch her lips.

"Hush now…" he whispered. His voice was not filled with anger…but…fascination. She was instantly quiet in that moment, and she slowly lifted her lashes to gaze up into those molten eyes that were watching her with such intensity.

"I'm going to ask you a question," he murmured, his paw still against her lips. "And I want you to answer me truthfully, nothing else." He paused to see if she understood. "How…when…" he swore softly to himself, for he discovered he too was stumbling over his own words. "Who taught you how to read music?" he softly demanded, yet with great gentleness.

Fluttershy locked eyes with him once more, and read the earnestness in them for his need to know the answer. Slowly he removed his paw from her lips and waited, while she took a deep breath. "My father taught me," she whispered, her eyes not leaving his. "He would play music to me on his violin…and I learned how to read it by singing over his shoulder while he played."

"Amazing…" Discord whispered. It was then that he realized how close he was to her, and he quickly took one step back, providing a little more space between them. "And…how did you learn to sing?"

Fluttershy looked confused by the question. How did she learn to sing? Some people, when they found themselves in the water, could swim like fish. Others could climb rocks and trees as if gravity itself did not apply to them. For her, singing was like breathing; it was just something she could do and had always been able to do. "No one taught me," she whispered. "I…I just can."

His eyes changed, from amazed to scrupulous. He studied her for a long hard moment. He was a connoisseur of music, he knew how to play a variety of instruments, knew all the masterworks by the great composers, and had written several symphonies, cantatas, requiems, marches, and operas, and yet he did it all by thorough and meticulous study. He was born with a gift, but it was gift that did not come so easily, no matter how hard he tried to will it.

But this mare…was it possible for one to have such God-given talent? Only one way to find out…

"Sing this for me," he demanded, finding a song from his opera and slamming it down on the piano.

"W-w-what?" Fluttershy looked confused and felt the hairs on the back of her neck stand on end. She felt as if someone were setting a trap for her.

"Sing this, now!" he demanded again, moving to the piano bench and playing the first few cords of the song. He looked up at her, wanting to scream for her to obey and do as he had said, but he stopped himself and saw the fearful confusion in her eyes. His heart instantly softened. "Please…" he whispered. "Please, sing this for me…I need to hear it…"

His voice sounded so pleading, Fluttershy felt herself melting. She took a deep breath and looked down at the sheet of music before her. It was a song that the girl, Aminta, sung earlier on in the opera. She read the first few cords that opened the music, hearing him play them over and over as he waited. She looked at him one more time, finding his eyes locked on hers as he continued playing those same cords over and over. She looked back at the music and began to sing.

"Think of me,
think of me fondly
when we've said goodbye…
think of me,
once in awhile
please promise me you'll try…
when you find
that once again you long
to take your heart back and be free,
if you ever find a moment,
spare a thought for me…"

The playing on the piano came to an abrupt halt and Discord pushed himself away from the instrument, rising to his feet in lightning speed and began pacing the chamber like a caged tiger.

Fluttershy had been lost in the beautiful song; the melody was so sweet and soft and the lyrics so loving, that she was startled by the abrupt stop which brought her crashing back to earth. Had she upset him? She knew she had no formal kind of training when it came to singing, but she didn't believe she was horrible.

Discord's eyes latched onto hers, never leaving their blue depths as he continued his pacing. Incredible, amazing, outstanding; there weren't enough words to describe her voice. It was something that had been missing in the Maris Opera House for years…purity. She had such a pure voice, the tone and pitch clear like a bell. Never had he heard anything so exquisite in all his years at the Opera.

She had the voice of an angel.

Fluttershy felt herself grow more and more uneasy with each step he took. She was going to go mad if someone didn't say or do something. "Monsieur, I…I'm sorry if I offend-"

He stopped. "Sorry?" he said with awe. "You're APOLOGIZING?"

Fluttershy practically jumped at the sudden change of tone in his voice. She couldn't tell if he was surprised, elated, or…upset. "I…well…that is…" she looked up into his eyes, her own filled with confusion. "Yes?"

Discord shook his head furiously. "Don't apologize, do not EVER apologize for…" he wanted to say "the most beautiful divine sound I have heard from another living soul", but he didn't. Instead, he said, "…the talent in which you have been blessed."

Fluttershy felt her cheeks burn at his words. Was that…a compliment? She did not think he would ever say such a thing to her. "Thank you," she whispered, her eyes quickly darting away as his caught hers again.

Discord sighed and carefully approached her once more. "I have…I have never heard such a sound before," he stated honestly. If it had been somepony else who had said such a thing, she would have laughed, feeling that that pony was humoring her. Yet she knew that this stallion was being entirely sincere. "Your voice is truly remarkable," he whispered with awe. "The tone, the pitch…everything…it's so clear…" he turned away, rubbing his brow.

Fluttershy stood perfectly still, not entirely sure what to do or say.

"Yet…" he continued. "While it is quite lovely…it is obviously untrained." Fluttershy had blushed to his words and a small smile formed at the corners of her mouth, but after these words, she felt the smile fade away. "You have astounded me with your first attempts at these songs, especially the first one," he murmured. "I know it may sound like bragging, but I have been writing music ever since I've been here…and it is a fact that I am very good at it," he turned to face her once again. "I study music for countless hours every day; most of my compositions end up being burnt for the lack of talent that they possess," he honestly stated. He did believe himself to be good, but he also knew that he was not perfect. "Yet this opera…I do believe is my masterpiece. And you…someone who has had no formal kind of training…can sing the part of Aminta…as if this role was written for you."

Fluttershy's mouth fell open at his statement. Surely he was jesting! Yes, her voice was untrained, yes, she had no formal singing experience, but…she was not as good as he was claiming her to be!


"I'll make a deal with you, mademoiselle," he murmured, sitting himself back down at the piano, his claw lightly running over the ivory keys. "Don Juan Triumphant is an opera that I want performed here in Maris…and now I feel that it is ready to be performed at the end of the opera season. Allow me to be your teacher…to train your voice so that you can perfect the gifts you have been blessed with…and truly emerge as Aminta."

She could not believe what she was hearing. "You…you want to train me?" she asked with bewilderment. Was this the same stallion who had screamed at her the day before, and then had given her the most beautiful room she had ever seen? Now, instead of being furious with her for singing his music…he wanted to be her teacher?

"Yes, you silly mare," he muttered, feeling his patience thinning. How he longed to take possession of her voice and hear her sing Aminta's part only in the way that he had dreamed.

Fluttershy frowned at his words. "I am not a silly mare," she muttered back. "You can not blame me for being a little…flabbergasted to say the least, by your offer," she stated.

He found himself grinning. Ah, that spirit of hers…he did so admire it.

"My apologies," he whispered, which in itself was a bit of a shock for Fluttershy. He smiled even more at this. "So, will you allow me to be your teacher?" he asked again. "I will not lie to you," he warned. "I will be extremely demanding and expect perfection at every rehearsal. I know that you came to Maris with hopes of singing in the chorus," he continued, ignoring the surprise that was in her eyes at this fact. "I am not preparing you to be a chorus mare…I am preparing you to be a star. The part of Aminta is not for a chorus girl but for a diva, a mare who can carry the role with perfection. That is what I am demanding…perfection," he stated quite plainly. "Rehearsals will be long and hard…and no doubt you will come to despise me even more than you already do," he sighed. Fluttershy stared at him when he said these words, her heart going out to him, but her mind reeling with everything he was telling her. "But I can not help that, I am a slave to music and it is my greatest passion. And I demand so much because…I can hear the potential for greatness by what you have sung thus far," he murmured in awe once again. "So, what do you say? Will you let me teach you?" while it sounded like a question, it was truly more like a demand.

Fluttershy let everything he had said soak in. She had no sense of what formal training was like. If she had sought it from somepony else would it be as grueling and demanding as he was warning her? Did she have a choice?

She lifted an eyebrow and stared back at him. "You said this was a deal…what did you mean by that?"

Clever mare. His admiration for her was growing by the minute.

"Let me train you, and when I feel that you are ready, that you have reached your pinnacle and can step forward as the new star for the Maris Opera House…I will release you from your captivity."

Fluttershy was floored by his last words. He would set her free simply by accepting his offer to train her voice?

"Understand that it will depend on whether I and I alone believe you are ready," he explained one last time, giving her fair warning. "But yes…when that time has come…you will be released."

He wasn't sure why…but he felt a stab of pain under his left rib after he said those words. Funny, the bullet hadn't hit him there…

"So give me an answer mademoiselle before I lose my mind with waiting."

Fluttershy gazed into his amber eyes once more, losing herself in the golden brown pools of his being.


She could almost taste it.

And yet she felt a strange wave of sadness come over her for a brief moment. She quickly shook the feeling away, unsure what it was or what it meant, and refocused her gaze with his. By agreeing to his bargain, not only would she be released from her captivity, but her dreams of singing on stage at the Maris Opera House would come true as well! Yes, it would be hard work, she had no doubt…but she was up to the challenge.

"Yes," she whispered, locking her eyes with his. "Yes, I want you to train my voice."

Discord felt such elation at her words that he almost fell off the piano bench. But he hid it all in his heart and simply nodded his head to her. "Wonderful. Now, first order of business," he began quite seriously, "is to get a proper night's rest. We will begin early tomorrow," he rose from the bench and brushed past her towards his bedchamber. A brief shock of electricity passed between them as she felt his arm brush her shoulder. She cursed the dress she was wearing, knowing that it looked horrible on her, and then wondered why she was caring at all about what she wore in front of him.

"Goodnight monsieur," Fluttershy called out, her back to the Phantom, before slowly walking towards the entrance that led out of his music chamber.


She came to a halt as she heard her name being spoken on his lips for the first time. She felt a strange fire burn between her legs as the words dripped off him like warm honey. She slowly turned her head and glanced over her shoulder at him. Once more, he was standing in the entryway between his two chambers.

"Do you like your room?" he simply asked, his eyes boring deeply into her own.

She swallowed and simply nodded her head. "Y-y-yes…thank you," she whispered.

"My pleasure," he whispered back, before turning and disappearing like a ghost into the shadows of his bed chamber.


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She wasn't going to get any sleep that night. She had tossed and turned for what felt like hours, and was finally succumbing to the fact that she was simply not going to get any sleep. Why? Because she felt she had somehow made a deal with the devil himself.

After her surreal encounter with the Phantom, she returned to her chamber and threw herself onto the bed, praying that sleep would come to her, feeling utterly exhausted by everything that had taken place, not to mention the strange feelings that were swirling around in her head…and heart.

He liked her voice, he thought she had talent, he knew her name! She moaned softly as she remembered the way her name dripped off his lips, like honey melting off the comb. His voice was so hypnotic; deep, rich, soft. Did he sing? Fluttershy believed that a musician of his talents must be able to sing. If he sang to her, Fluttershy knew that she would faint away from the first few chords his voice brought forth.

She groaned and fidgeted some more. Why was this happening to her? He was her kidnapper! Why was she feeling this way? This wasn't some dark romance that she read, this was real; and he had stated quite plainly to her that he was no hero with a happy ending to offer. She was young, true, with what some would call "frivolous dreams", but she was also realistic and level-headed. She had dreams of romance and adventure, but she knew the line between dream and reality…and this was cold reality. He liked her voice, he thought her talented, but that was it! He was in this for himself, for his own opera, not for her. She had to keep telling herself that, or else she would be in danger of…of…

No, she would not think it, for if she did, then she would be in danger of believing it. She did not have feelings for this Phantom! She didn't! She groaned again and crushed her face into the pillow.

All she could see was him; the way he carried himself; regal and mysterious, like a cat stalking its prey. She remembered how he had somehow come around and blocked her way out of the chamber, and how he approached her, his great height towering over her, his paw rising to stop her lips from speaking. His face may be scarred under the smooth mask that he wore and his body may be different, but she could not remember a time when she had found another stallion so handsome and desirable as he was in that moment.

Oh God above, she needed help. She did not understand such feelings, such passionate desires that were coursing through her blood. Her mother died before she had a chance to talk about such things, and her father, bless his heart, well…a mare could not ask her own father such things!

No, she must force herself to put away such thoughts and focus on the bargain that she had agreed to. Her freedom depended entirely on how well she sang for him. She had no doubts that he would be extremely demanding, and she had no doubts that she would come to despise him during those long strenuous rehearsals. But she would have to keep reminding herself that with every note, with every song, with every hour that passed while she sang…would bring her one step closer to her freedom. She should be smiling with joy at such thoughts!

…why did she feel so unhappy then?

Fluttershy threw the blankets off and sat up. How she longed for a book! That was what this beautiful room was missing, a simple bookshelf filled with stories to tame her anxiety. Perhaps she could borrow some of Derpy's books, or maybe Discord could find-

Discord. His name alone sent a strange shiver down her spine.

Fluttershy looked down at herself then, a disgusted look passing over her features. She was still in the same drab blue dress she had worn since the night she was taken prisoner. The dress still had remnants of mud and blood stains from the night she escaped, and while Rarity had been able to sew up the horrible rip that Cranky Doodle Donkey had caused, it still looked awful. It was beginning to smell as well, despite the wash it had received the night she brought Discord back to his underground lair.

The sound of falling water drew her attention to the small waterfall and pool that lay in the far corner of her room. She remembered the perfumes on the dressing table and glanced over, wondering if there was any soap. To her happiness, she saw a small bar of rose-scented soap, next to a basin and pitcher. There was also a white fluffy towel that lay beneath the soap. Fluttershy rose from the bed and dashed over to the soap and towel, a blush covering her cheeks at the thought that was forming in her head. She gathered the items and then went over the pool, the smile immediately fading.

It was too small; the pool was not even deep enough to cover her whole body. But then she noticed a tiny opening against the wall. Yes, the water was leading out of the chamber! She left her chamber and followed the sound of water around several large jagged rocks till finally, she came to a clearing, streaming with moonlight upon the gentle waters of an underground lagoon. Her face lit with such pleasant surprise at her discovery. She blushed and wondered if she was safe from any prying eyes.

The others were further away, and no doubt sleeping. Besides, she remembered Rarity assuring her that no one would disturb her unless she asked for anything. And Discord…

She blushed at the thought but quickly shook her head. He was asleep, of course, and would have no interest in seeing her at all till time came for their rehearsal. No, this was as good a time as any.

Quietly and quickly, Fluttershy shed her dress and undergarments, before being welcomed into the cool refreshing waters.


He wasn't going to get any sleep. He was trying, by God he was trying. He needed the sleep, especially after the new discovery that was made about the costume mare. She could sing! And not just any song, but his own! Discord knew he was being arrogant but he couldn't help it! Don Juan Triumphant was a masterpiece, his masterpiece, and Fluttershy was the first mare he had ever encountered that could sing the part as if she were the living breathing character of Aminta herself!
All he could hear was her voice, beautifully ringing loud and clear in his head. The way she sang those songs, it was outstanding! Yes, she badly needed some training, but she was a miracle all the same! It would be early, it had to be early, he could not wait till mid-morning, let alone mid-day to begin her lessons. But he would mold her and prepare her for stardom, and that was exactly what she would become…a star of opera!

Something deep inside him tugged at the memory of the deal that he made with the mare. He was so desperate to get his paw and claw on her voice that he would have done anything for her…and that's exactly what he did. He promised her the freedom he knew she longed for in exchange for his opportunity to train her to play the part. It was a fair bargain after all, it was what they both wanted…yet that strange tugging feeling worsened at the thought of her leaving for good.

Discord took one of the large pillows and crushed it against his face. Damn it! He was not going to go through ANYTHING like this again! He remembered the pain of pining away for the lovely dancer, Pinkamena, and the jealousy that burned within him as he watched her give herself to the young future Prince. He had been such a fool, writing her stupid love poems and songs of his affection, all the while hiding in the shadows while she bragged them to the other dance mares, thinking they were coming from Blueblood. How he longed to wrap a noose around the stallion's neck!

Love was a curse. He learned long ago that when one had needs, they were best settled with a "professional" than with cards and poems. And that was all he was feeling…lust; simple blind lust. It had been a long time since he had last had a mare. In fact, he had not gone above to see any of the prostitutes since the night that silly mare had entered his life. He needed a long hard fuck with one of the many mares of the night, preferably against an ally wall; they were quicker that way, and Discord never went inside with these mares.

Yes, that was it; he just wanted to feel a mare's legs wrapped around him. This mare was indeed pretty, and he felt his body begin to stiffen at the memory of seeing her standing before him, in her undergarments, the rain falling around her, causing the fabric to be nearly transparent. That was all he wanted, a female body, not this particular mare.

Then why was it that he could only think of her?

Damn this wound! If he could move about better, he would abandon all thoughts and go above to lose himself with one of those mares. Yet a part of him, deep down, knew that no matter how many hours he spent in a prostitute's company…his lust would not be truly satisfied.

He threw the blankets back and rose from the bed, praying that music would be able to soothe the savage need that was coursing through his blood. Yet the second he sat down at the bench to his organ, he found that he could not bear to play. It was all because of her! If he began to play, the thoughts of her face, of her body, of her voice would come streaming back, and there would be no hope for him at all then.

He buried his face into his paw and leaned against the instrument, groaning to himself. What was he going to do? He was going to go mad! Only one thought came to him…he had to see her.

It was foolish, and he felt like a fool for even thinking it, but he knew that if he didn't see her, he would explode! They didn't have to speak; she didn't even have to be awake, for no doubt she was sleeping. But he needed to see her all the same, just to have one look at her beautiful face, to remind him of the ugliness that was beneath his mask, of his body, to remind him of the life he could never have. And then his desire for flesh would be transformed into anger, and music would flow from his anger like rain in a storm.

With new determination, Discord rose from the organ bench and grabbed a linen shirt, throwing it over his head and quickly darting out of his chambers. And then a new thought stopped him short…

Fluttershy had been wearing this horrid looking dress, in fact, if he remembered correctly, she had been wearing the same dress those last few days! He could see the remnants of the mud from the ally that caked it, not to mention the blood of both himself and Cranky Doodle that soiled it as well. Somepony who was going to be trained to become a star needed to look the part as well.

He had a task, and this was exactly what he needed, something for him to focus on what this was truly all about, making his opera become a reality. He hurried as quickly as his healing body would allow to the costume cages, the place where he had her first imprisoned. He couldn't help but grin slightly at the opened door. He went inside and plucked several gowns that hung from the cage's wires, all of which looked to be the right size, and then quickly dashed back to where her chamber lay.

It was quiet as he approached, and he could tell that all but one of the oil lamps within the chamber was lit. She was most likely asleep, which meant he could simply leave the gowns near her dressing table without her knowledge. He felt strange as he approached the entrance, like a colt almost, and he ground his teeth at the thought. What was wrong with him? He held his breath as he came around the entryway to her chamber, wondering how she would look…would she even be dressed? What should he say if she saw him? He looked at the bed where she lay…and frowned. She was not in the bed, and he whirled around, realizing she was nowhere to be seen!

Discord swore under his breath and threw the gowns onto the bed. No, he would not lose her now, not after he had heard her sing!

He stormed out of the chamber, prepared to go on a crazy search throughout the whole labyrinth, when a splashing sound caught his attention. He turned his head towards the sound and heard it again. And a smell filled his nostrils, the smell of…roses?

His brow furrowed in confusion, Discord followed the sounds and the strange smell, easily moving in the darkness and around the rocks that blocked his path, till he saw moonlight fill an open space. It was the lagoon, the secret underground lake that lay beneath the Opera House that no one knew existed. He had no idea where the splashing sounds were coming from, the water looked still, as if nothing had disturbed it. But something out of the corner of his eye caught his attention, and his mouth fell open when he saw the dress and what lay beneath it lying in a pile by the lagoon's shoreline.

And then, a great splash sounded off to his left, and Discord's eyes went wide as the sight of the beautiful naked Fluttershy emerged from the waters.

Her back was to him, but it was all he needed to see in order for his heart to skip a beat. Before she had the opportunity to look over her shoulder and catch him, he darted behind a rock, the shadows shielding him from the moonlight. He knew how to disappear in the shadows, he had been doing so his entire life. From his hiding place he found himself staring at her back, the strands of her long pink mane dripping down onto her luscious yellow skin. He gasped when she dove one more time beneath the waters, catching sight of her rounded hips and delectable bottom. And when she emerged again, she was facing him now, and he thought he had never seen such beauty…

Her hooves were in her hair, smoothing it from her eyes. The water lapped at her front. Discord felt his mouth water at the sight. She was smiling as she slowly waded towards the shoreline, fetching a bar of soap that she began to lather across herself. He took in everything; her legs were slender, the hips and thighs round …and at the center, the doorway to paradise. Discord's eyes were locked for the longest time and he groaned inwardly, never before feeling so hard as he did right now. She was a goddess…and he knew that if she beckoned him at that very moment, he would be her slave for life.

Fluttershy had no idea that he was there, which perhaps fascinated him most of all. The way she bathed herself, the way she ran the soap over her body…it was so innocent, and yet it drove his desire beyond anything he had ever felt. He forced himself to turn away from the beautiful sight. She mustn't know he had seen her. However, he couldn't resist playing a little…

Fluttershy rinsed herself clean one last time before finally being satisfied that she had wiped away all the grime from the last few nights. The water had been most refreshing indeed, and Fluttershy felt that perhaps she would make this a habit every night. She emerged from the pool, wiping her body with the towel before placing her chemise and pantaloons on her body. Her skin was still slick from the water and she knew that the pale fabric did very little with covering her skin, however it was only till she got back to her chamber…who was going to see her?

She fetched her dress and the rest of her things and headed back to her chamber, humming one of the songs she had sung for Discord that evening. She was so merry from her bath that she didn't realize before it was too late, that she wasn't alone in her chamber.

"Lovely evening for a late night swim, don't you think?"

Fluttershy gave a high-pitched shriek when she saw Discord standing before her, his frame leaning against one of her bedposts, his arms folded across his chest, his face unreadable as usual…although she thought she could see something of a smirk, despite the mask.

"W-w-w-w-what a-a-are you d-d-doing here?" she stammered, clutching her dress to her body, trying to conceal as much of herself as she could.

Discord couldn't help but grin a little more at her behavior. Truly, he had never thought she looked more delectable, more delicious, than she did at this very moment. He felt the stirring in his loins again, but he ignored it. "I simply came to see how you were, my dear," he said simply.

Fluttershy stared at him, blinking for several seconds before she found her voice. "To…to see how I was?"

Discord nodded his head. "And I can see that…you've more than made yourself at home." She gave a squeak as she realized his eyes were raking over her body, and clutched the dress against herself even tighter.

"W-w-w-well, I'm…I'm doing very well, thank you," she replied, lifting her chin and trying to show him that he did not intimidate her one bit.

Discord could only grin more at this. "I'm glad," he whispered, and then looked at the dress she was clutching to herself and frowned. "And I thought perhaps…you would appreciate some new clothes."

Fluttershy stared at him with confusion, and then gasped as his paw indicated to the gowns he had placed upon her bed. Forgetting for a second that he was in her room, standing near her bed, and she was only wearing her undergarments, Fluttershy went to the bed and with tentative hooves, touched the beautiful fabrics that lay there. "Oh they are lovely!" she exclaimed.

"Yes…" Discord agreed, although he wasn't looking at the gowns.

Fluttershy glanced up and blushed even more as she realized how close they were standing to one another. She quickly took a few steps back, her knuckles turning white at how tightly she clutched the dress to her body. "T-thank you, monsieur," she whispered, looking away from his burning eyes.

Discord could not take his gaze off her, the urge to take her in his arms was burning every fiber of his being. He was not a stranger to sex, but he had never been with a mare on a bed, surrounded by softness and the scent or roses, and that was exactly how she smelled and he knew that would be how she would feel. Soft and sweet…how he wanted her.

"You are most welcome, mademoiselle," he whispered back, before taking a few steps back from her as well.

The two of them locked eyes with each other and in that brief moment, a shock of electricity went through them both. It was Discord who broke the spell, saying, "Since we are both awake, I see no reason why we should waste time any further. Quickly get dressed and then come to my chambers and we shall begin." Without another word, he turned on his heel and left her alone in the chamber.

Fluttershy stared at the space where he had been standing, her breathing slightly ragged and her legs trembling. She reached out to grip the bedpost in order to keep from melting away. Oh heaven above, she was lost.

Discord didn't stop moving till he reached his chamber. Once there he retreated into his darkened bed chamber and collapsed upon the bed, groaning as the lust surged through his body. He could not help it, he found his paw reaching down. Discord rarely touched himself, he was always disgusted with the simple thought of his body, but now, he could not help it, all he could think about was her body, her beautiful body rising from the water, and her sweet voice filling his ears, and her fiery spirit, matching his own, even when she was afraid. He imagined her body tangled with his, her voice singing the song of pleasure and passion, and her spirit boiling with his own as together they strove to reach the pinnacle of their desires.

Never had the thought of a single pony have such an effect on him. And never had he felt such desire before.

However the pleasure quickly disappeared. He was disgusted with himself and rose to quickly change his trousers. He was a monster, simple as that. He knew it, and he had a feeling she knew it as well. So what if she had seen him several times without his mask, he knew she would never be attracted to him, and while once upon a time he had thought of making her a personal slave to his every lustful whim, he knew he could never–WOULD never do such a thing to such an angel.

Angel. Yes, that was what she was. Not a goddess but an angel, something that was far out of reach, something he could never obtain, no matter how hard he repented.

His anger grew more and more with each passing second. Anger for his deformity, anger for her beauty, anger for the world that would never truly accept him. He stormed into the music chamber, seating himself at the organ and began to play with such furious passion, none like he had ever felt.

He played for a long time, losing himself in the music, before he felt her eyes upon his back. He would always feel her eyes upon him, especially after the incident when she removed his mask. "You're late," he muttered, his playing never ceasing or missing a beat.

Fluttershy's mouth fell open at his words. She had been as quick as she could; she just hadn't been sure which dress to wear. The costumes were all so lovely, but they were designed for acting, not for walking about in or…for rehearsing in. Discord turned then and eyed her, his gaze judging her from the start.

In truth, she looked beautiful, wearing a royal blue peasant gown that the character of Marguerite wore in "Faust", but he was a creature who wore masks, and so he masked his pleasure at the sight of her, and instead, stalked past her to his piano and seated himself, opening the music before him.

"Right…let us begin," he instructed, playing the first few notes on the score before him.

Fluttershy swallowed the nervous lump in her throat. Oh heaven above, what have I gotten myself into?


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"Flim! Oh thank Goodness, I have to speak with you at once!"

Flim turned to see a breathless Flam run to his side, his cheeks red and puffy from exertion. The older stallion groaned and began rubbing the bridge of his nose, already having a bad feeling about what his partner had to say. "Don't tell me…"

Flam gasped, but nodded his head. Flim groaned. "That makes the twelfth one we've received this month!" he cursed.

Flam, finally having the time to catch his breath, groaned with frustration along with his business partner. "We've been receiving notes filled with threats about allowing Fleur De Lis to perform, about changing the opera season, and…well…" Flam handed the note to Flim. "I'm afraid, this one is once again, about that unknown opera…"

Flim swore. "Not again! I don't care who this…prankster thinks he is! I happen to agree with the Prince, we shall not be intimidated by some foolish, masked-"

Flam hissed at Flim to keep his voice down. They were in the grand foyer of the Maris Opera House, where ponies of fashion came to lounge and discuss whatever gossip was going about society, and several heads had turned to overhear Flam and Flim's passionate discussion.

Flam gently pulled Flim's arm and led the gentlecolt to their office where they could not be heard. Once the door was shut, Flam turned to face his partner. "I know that you think me a fool for saying this, let alone believing this-"


"But I'm starting to believe that…that these letters are not the work of an idle prankster!" he was sweating profusely, and Flim had noticed that Flam seemed very jumpy. He kept looking around, as if trying to make sure they were truly alone and no one would hear what they had to say. "I too believed that all those notes and tales we had heard about the infamous 'Phantom of the Opera' were simply jokes that Cranky Doodle Donkey had played in order to scare the dance mares…but…Flim…these threats…they are becoming real!"

Flim groaned and collapsed into his desk chair. "Now see here Flam, the only reason that we are receiving more of these letters is because we are not reacting to them the way he had in the past! The prankster is trying to scare us, and from the looks of things," he muttered, adding the note Flam had given him and throwing it into a pile with the other notes they had been receiving, "I'd say that our so-called 'Phantom' is getting desperate."

Andre shook his head. "Flim, do you not remember the last two performances?"

Flim shuttered at the memory. Nearly three weeks ago, Fleur De Lis was scheduled to perform, and on the day of her performance, a note had arrived, threatening that the understudy should go on in Fleur De Lis' place, or else a great scandal would occur. Needless to say, the managers ignored the letter, as the Prince had instructed. However, they found themselves eating their words when that evening, Fleur De Lis went on stage, and her voice went from singing…to croaking!

To the horror of everyone on stage, plus the managers, Fleur De Lis could not stop croaking! She finally fled the stage, screaming–if that was what her croaking was meant to sound like–and the patrons demanded their money back.

Only two days ago, Fleur De Lis was scheduled to perform again, and yet once more, another letter filled with threats arrived. This time, it said that if her understudy did not go on for her, a fear greater than anything they had known would come true.

This time Flam summoned the Prince for advice, but the Prince, like the last time, told the managers to ignore it. Fleur De Lis was eager to perform and show whoever this prankster was that he could not mess with her! But 15 minutes prior to when the curtain would go up…Fleur De Lis went missing. She was not in her dressing room, she could not be found anywhere back stage…it was as if she had vanished into thin air!

Fleur De Lis' understudy was to go on while the managers and the police searched high and low for their beloved prima donna. The understudy, a mare who was never given the opportunity to learn the opera, let alone perfect her singing skills, went on to give a most mediocre performance. Once again, the patrons demanded their money back, and the Opera House lost all its profits.

Finally, an hour after the bad performance had ended, Fleur De Lis was discovered locked in a broom closet, a scarf in her mouth, a blindfold around her eyes, and her hands tied to her ankles. Pinned on her sleeve was a note that read "I hope, dear gentlecolts, you will not test my patience further."

Flam needed no more proof; he truly believed the Phantom was real!

Flim was still skeptical, mainly because he felt somepony around here had to be. True, the letters had been coming faster than ever before. Strange demands were being made, such as changing the opera season, adding a new opera by an unknown composer titled Don Juan Triumphant. If the managers agreed to the Phantom's terms, the threats would end and the score would be sent for the orchestra and company to practice.

If these demands were not met, more outrageous scandals would occur. Costumes, props, and tools had already gone missing, some of the patrons' lounges were ransacked, and members of the staff were threatening to quit for fear of ghosts that they swore they had seen. The Phantom was haunting them because he was upset for the Opera disobeying him, or so they believed.

Still, Flim held close to the fact that this was all some elaborate trick to make both him and Flam look like fools. He had several suspects; he knew the elaborate opera company in Canterlot was jealous of the Maris Opera company's success, and it was rumored that Manehatten was willing to pay a handsome fortune to have Fleur De Lis appear for the rest of their season.

Something had to be done and fast, especially before Fleur De Lis learned about Manehatten.

"That note is yet another demand that we push everything else off the opera season and devote all our time to this…this Don Juan Triumphant!" Flam muttered, running a hoof over his sweating face. He could see the money they had made fly out the window.

"Calm yourself, my friend," Flim grumbled. "We will do nothing of the sort; we will continue things as they are scheduled-"

"But Flim-"

"Now is NOT the time to be changing things!" Flim hissed, rising from his chair and glaring out of the glass at the ponies that casually strolled about the grand foyer. "If we change things we will lose more money than this…this PHANTOM could ever cost us!" he turned and faced Flam, the annoyance and frustration that he felt towards this unknown prankster clearly written across his features. "Our patrons…especially our most powerful, will not tolerate changing the season that they wanted…especially if we do it for some…some unknown piece of…we don't even know what it's like, we've never seen it!"

"But Flim-"

"And furthermore Flam, we can not simply…cut Fleur De Lis off the opera season! I mean, you saw how much money we lost those last two performances! The ponies want to see her and no one else!"

"But Fleur De Lis is threatening to leave!"

Flim's face paled at this news. "W-w-w-when did you hear this?"

Flam groaned and removed his handkerchief, using it to wipe his brow and nose. "Just before I received the letter…she…she is getting fed up with her treatment here in Maris, not to mention the horrible reviews that have been coming in ever since the opening gala."

Flim's voice was a hushed tone and he leaned forward so no one could hear him, despite the fact that it was only the two of them in the office. "Does she know about Manehatten?"

Flam shook his head. "Not yet, but…" his voice trailed off, afraid to even comprehend the thought of his money flying out the window.

Flim nodded his head, groaning at the thought of Fleur De Lis' shrieks of rage for her displeasure. "Then there is only one thing that is to be done…" he sighed. "Send word to the Prince."


Rarity sighed and shook her head, sympathy written all across her face as she handed Fluttershy a hot cup of tea. "Drink this my dear, it will soothe the vocal chords," she whispered. Fluttershy gratefully took the cup, her throat feeling so tight that it was hard to accept the warm liquid, which burned as she swallowed it.
One month. She had been in this underground place for an entire month, and yet it still felt as if only yesterday she had been taken prisoner.

Prison. Yes, that was exactly what this place was. She had been foolish once upon a time to think that it was something more, that she was in a mysterious romantic gothic fairy tale and that the Phantom was her dark prince.

Ever since he discovered the truth about her singing capabilities he had become a most militant teacher, commanding her to sing beyond the brink of what was humanly possible for her. He was ruthless, summoning her at odd hours whenever inspiration struck him, to perform the scores of music he had composed the previous night. When he told her that he would be demanding, he was not joking. Every day it was the same: they would start with warm-ups which consisted of a wide variety of scales, her voice being stretched to the far ends of the sound spectrum. Following the warm-ups came time to practice the great works of the masters of opera. This would go on for hours, and every now and then Discord would stop his playing to reprimand her for doing something wrong, and to teach her the story and history behind the work she was singing.

The final hours of rehearsal were solely dedicated to his opera, Don Juan Triumphant. There were many songs that he had composed that Fluttershy liked, such as the two she had sung the night he learned about her voice. But there were others, many of which were extremely difficult, and over all, while the music she thought was brilliant…she could not find herself liking his opera as much as he did. Perhaps it was the story–Aminta was a beautiful mare and Don Juan was a grotesque figure who lusted after her. Like most operas, the story ended tragically, although in this particular opera, the part that Fluttershy truly could not stand, was the way that Aminta betrayed Don Juan, even after professing eternal love for him. Aminta seemed so passionate, and so sad, but the sudden character change was too extreme. She loved Don Juan, but for no reason, betrayed him by sleeping with another stallion, and once Don Juan discovered her treachery, killed both her and her lover, before falling upon his own sword–this was of course after he had sold his soul to the devil, ala Faust.

Fluttershy couldn't understand how Discord could compose such a story…but then, she knew he hadn't had the easiest life.

She whimpered softly in pain as she felt the hot liquid burn her throat. She could feel the healing vapors of the tea begin their affect, yet it still hurt to swallow. She was in danger of developing a serious throat disease, Rarity thought. Her brow furrowed at the thought of Discord's cruel meticulousness.

"I'll have to have words with him," she muttered under her breath, but Fluttershy heard her.

"No," she said hoarsely, before taking another sip of the tea. "I'm alright, truly…and I knew what I was getting into when I agreed to have him train me."

Rarity raised an eyebrow at this. She had a feeling Fluttershy didn't know what exactly she had gotten herself into, but she knew that Discord must have promised her something in return for allowing her to be so strictly trained. Rarity knew that music was Discord's greatest love; it was the only thing he could depend on. Therefore he was going to treat anything harshly when dealing with his love for music. She recalled how Discord had informed her and the others that he was going to become Fluttershy's vocal teacher, and that unless it was a true emergency, he was not to be disturbed. If he needed them, he would call for them, but otherwise, he wanted to be left alone.

Rarity sighed and began cleaning the kettle that the tea had been boiled in, wondering what had come over Discord. True, she believed Fluttershy's voice was very beautiful; she had heard it echo off the cavern walls and throughout the tunnels, yet it was something else that disturbed her. Discord was obsessed, so obsessed that he was truly losing coherent thought and sense when it came to, well, anything really, but especially to the limits Fluttershy's voice could go. If Fluttershy didn't say anything to him, then somepony had to…and she had every intention of telling him what she thought.

"How are the lessons coming along?" Rarity casually asked while scrubbing the kettle.

Fluttershy swallowed another gulp of the hot tea, feeling the soothing effects on her throat, but no smile came to her lips at Rarity's question. "Oh…wonderful, truly," she lied, taking another sip.

Things had changed, in Fluttershy's opinion, ever since she came to his chamber for her first rehearsal.

She was foolish to think that Discord had truly changed, despite the small kind acts he had bestowed. After creating her room and giving her the dresses, Fluttershy thought that perhaps there was a chance that she and Discord could be…friends. She blushed at this thought, thinking herself stupid for even contemplating such a thing. Why? Why had she even considered that she wanted to become his friend? She sighed, knowing that it was because she was afraid of the strange feelings that…that he was awakening within her. Perhaps she would be safe from such feelings if they were friends.

She wanted to get to know Discord more, he was fascinating to her; a tragic figure with a passion for music, a romantic that hid in the shadows, a stallion with so many secrets, and yet he seemed to be yearning for something…acceptance? Recognition? She figured those were the most obvious reasons, and through his opera, he may finally achieve them. This was what drove him, as he had explained to her during their rehearsals. Finally, for the first time ever since he started composing, he could see something of his become a reality, and despite Fluttershy's humility, he told her over and over that no other voice could sing the part.

When Discord first said this, Fluttershy remembered blushing and denying the truth of the matter, but she could not help but smile somewhat to his compliment. Yet now she frowned, realizing that it wasn't a compliment, that he didn't admire her or her voice, he simply wanted to use it for his opera. It didn't matter that it was her voice, it was the voice of "Aminta", and that was all he cared about.

From that first rehearsal, his true colors showed brightly, just as they had the night he took her prisoner. He was cold and cruel, barking commands and directions that were hard for her to follow, shouting at her when she didn't do something right, and having her repeat lines and scales over and over again, demanding perfection, always insisting on perfection. For one whole month it had been like this; she had no idea that hell would look like a piano. Once she thought she would love the rehearsal times with him, thinking that she would get to know her mysterious seductive captor, but she was wrong. He was a cruel taskmaster, and she dreaded rehearsing. In fact…she was beginning to hate singing.

I should be happy, Fluttershy thought to herself. This is what I wanted, a reminder that I should despise him with every fiber of my being and not allow my stupid, filly fantasies to take control of my mind...or heart.

Rarity saw the mare's expression darken more and more as she reflected on her rehearsals with Discord. Rarity was more determined than ever to get to the bottom of all this. "My dear," she sighed, putting the kettle aside and taking Fluttershy's free hoof in her own, "you may be a prisoner here…but you deserve kindness. You should demand it, you-"

"You're late. I've been waiting for over twenty minutes."

Both Rarity and Fluttershy gasped upon the cold dark voice that echoed off the cavern wall. In the faint candlelight of the entryway stood the Phantom, his head lowered, his body covered in black, his cape draping down from his shoulders like a bat's wings. He was beautiful and terrifying at the same time.

Rarity's brow furrowed at his coldness. "She can't sing," she said with contempt. "Her voice needs to rest-"

"Since when did you become an expert of the pony voice?" Discord snapped, his eyes falling on Fluttershy who stood before him, shivering under his intense gaze, but he could see her spirit slowly rising to the challenge.

Rarity was shocked by the tone of voice Discord had used. He had yelled before, but…this was different. This was a creature she did not know! She opened her mouth to say something but Fluttershy stepped in front of her. "As soon as I finish my tea, I will be ready," she said calmly, taking another sip from the cup.

Discord glared. He was in no mood to test how far his patience could go. "You will come, now," he growled.

Fluttershy ignored him and took another sip, relishing the brew that slid down her throat, knowing it would be the last pleasant thing she would feel for a long while. She knew that she was being stubborn, but Discord needed to be taught a lesson. She wanted her freedom, now more than ever, and she had not forgotten the bargain that she had made with him. But she had learned how desperately he needed her too, and unless he started treating her with some respect, she was not going to come like a dog whenever he wished.

Discord growled, tired of this power play, and reached out and grabbed Fluttershy by the wrist, yanking her away from Rarity, causing her to both gasp and drop the tea cup. "Don't EVER make me wait again!" he hissed, before dragging her out of the cavern and down the tunnel that would lead to the music chamber.

Fluttershy protested the whole way, telling Discord to loosen his grip, telling him that he was hurting her arm. She was suddenly reminded of the Prince dragging her to his lounge at the Opera House, much to her displeasure. Both stallions were vile in her opinion; at least the Prince didn't hide the fact of his intentions. It was obvious he was trying to seduce her. Discord may not be doing that, but he was prostituting her voice as far as she could tell.

Finally they reached the music chamber and he released her, only after almost hurling her towards the piano. She glared at him while he went around and sat down, his paw and claw crashing down on the keys. "Now, since you've wasted away our warm-ups, you'll just have to go right into singing-"

"No." Fluttershy was just as shocked as Discord when she realized what she had said. She had enough! She was a living being! She demanded to be treated like one.

Discord's eyes widened at her words. "No?" Fluttershy lifted her chin in defiance and Discord's fist came crashing down on the piano keys, causing Fluttershy to jump at the thunderous sound it made. "NO?" he growled, rising from the bench and causing it to fall over. His eyes were the color of fire and he glared at her with such fury.

Fluttershy felt the terror grip her, but she knew she couldn't show it, that she had to be strong and stand her ground, so she glared right back at him. "My throat hurts…and my voice is tired…" she said hoarsely. "Rarity is right, I need to rest it."

Discord's eyes became fiery slits. "I am your teacher…" he growled. "I will tell you when your voice needs to rest!"

Fluttershy's blue eyes became a storm that sent a threatening message back. "And it is MY voice and MY body!" she hissed back. "And I know it better than anypony!" she spat, leaning towards him, her shoulders squared and her jaw set.

Discord stared in awe and disbelief at the defiance she was having towards him. She should be shaking in terror! But here she was…arguing with him, the Phantom of the Opera! He was not in a sick bed now, he was towering over her, his very form threatening her…and yet she refused to back down.

"You forget your place," he growled.

"It's right here in front of you," she hissed back.

"You forget who I am…that I'm the one who controls whether to release you…or let you rot in this pit!"

She lifted her chin and took another step closer, her whole body shaking with anger and her heart pounding loudly in her ears. "And you forget, monsieur, that your masterpiece would still be gathering dust if not for my voice!" it was a selfish remark, but he had made it true from everything he had said…and he knew it.

Discord was a creature who tolerated many things, even when he disapproved of them. But insulting music…especially his music, was something he would not stand for. With panther-like speed, he was around the piano and had Fluttershy by the shoulders, turning her and pinning her against the piano and his body. She cried out in pain as she felt the piano dig into her back and gazed up at him with hate. How had she ever fancied herself attracted to him?

"I have never killed a mare before…but you're not making it difficult for me to imagine!" he spat, shaking her by the shoulders, angry, and yet very much aware that he was against her, his body molded against her own.

"You're a MONSTER!" she screamed, before spitting in his face.

Discord growled, ignoring her action and squeezing her extra hard, causing her to cry out. "I could kill you now, you know, I could crush you with my own claws!" he threatened.

She looked up at him and said in a voice filled with such deadly calm, "my spirit would still be free."

Discord did not know what it was; the calm coldness in her voice, the cool bitter glare that she returned to him, or simply the fact that the two of them were so close, but whatever it was…he felt a weakness that threatened to consume him. He was so close to her…so very close…his eyes, which were wild and fiery, glanced at her lips…moist and pink…so inviting. He could kiss her, he wanted to kiss her, but he was furious with himself and with her for being right. Her words stabbed him deeply, for it was true; no matter what he tried to do to exert his power over her, it wouldn't matter, because the truth was he was her slave…slave to her voice, slave to the music, slave to these strange sensations that she had been stirring within him ever since he clamped eyes upon her. Before that; ever since he heard about her from Madame Luna! This mare was going to be his undoing, and while it was tempting to lose himself to the uncontrollable urges of passion that were roaring through him, he had to grasp at some sanity, what little of it he contained.

He pushed himself quickly away from her, his eyes wild as he stared at her, watching her as she grunted from the pain of her back being held tightly against the piano. She whimpered slightly and rubbed her back and her arms, her eyes still cold and ruthless, matching his own wild stare.

He had to get away from her. She had to leave, now, or else… he was unsure what would happen, but he had to get her away!

"Leave!" he barked, turning his back on her, fighting the rage, fighting the urge to turn around and either strangle her…or take her in his arms and ravish her on the piano itself!

Fluttershy was shocked by both his reaction and by his command. She did not understand this creature, nor did she think she truly wanted to. But she herself could not deny the strange electricity that passed between them.

But it frightened her; his rage, the change of his mood, and her feelings for him that still seemed to be as strong as before. He was right…she had to get out of there.

"GO NOW!" he shouted again, his roar causing the cavern walls to shake. Fluttershy didn't need to be told again, she fled from him as fast as her legs could carry her.

He watched her go and cursed under his breath. Damn him! Damn her! Damn everything! What had just happened? He had almost lost all control and he could have killed her.

"What is wrong with you?"

Discord was surprised by the voice that interrupted his thoughts. He looked towards the entryway to find Rarity standing there, her face pale and her eyes wide; she looked at him as if for the first time, she was horrified by the ghastly scars on his face.

"Discord…I…I do not know you! You are not the creature that I remember…you…you are a stranger to me!"

His heart was breaking as he heard her words. Rarity, who had been a mother to them all, the only recollection of a mother he knew he would ever have, and she was afraid of him. It was so unusual to hear her call him by his name…but the way she said it was as if she were trying to bring whatever ounce of humanity back before the beast took total control. "Why are you doing this…w-w-why are you pushing her so? I…I thought…"

Discord wanted to be alone. Her shame was more than he could handle, he was ashamed with himself. He simply wanted to be left alone, alone with his music…

"Please go away Rarity," he whispered.

She ignored his plea. "I don't understand Discord…I mean, after she brought you back…I thought things had changed. I thought that perhaps…perhaps…" she didn't know how to say it. Discord had made Fluttershy a room fit for a princess. He gave her gowns, food, even shared with her his most beloved compositions…Rarity thought that surely Discord was changing. That perhaps somewhere in his cold heart…he was learning to…to love. It was a foolish notion, she knew, but she thought it perhaps possible. Yet now…now her fears that this whole month of bitterness and obsession was driving him beyond the brink of madness, looked as though they may perhaps be true. She had followed them both and watched in horror as Discord attacked her. Fluttershy had called him a monster…perhaps the mare was right?

"It does not matter what you think," Discord hissed coldly, turning his back on the mare and retreating into the darkness of his bed chamber. "Leave me alone Rarity."

"Discord!" she cried out. "What is it that you're so afraid of that you must do these things?"

He paused but did not look over his shoulder. "Myself," he whispered.


Blueblood groaned as he shut Fleur De Lis' dressing room door behind him. He quickly did up his trousers and began to briskly head towards the managers' office. He was angry; upset that the idiots could not control the spoiled soprano and had him sent to come and calm Fleur De Lis down the only way that he knew how. He could still smell the outrageous perfume that she wore; it made him want to vomit.
Once upon a time, Fleur De Lis proved to be fun. Now, she was soiled goods that he would not bestow upon his lowest servants. Her screeching and jealous rages were more than he could handle. He remembered how she mewed with pleasure to the filthy names he had called her while he was had her. Ironically, he meant every single name.

Fleur De Lis was now sated; her threats to leave Maris were over…at least for a while. At this point, Blueblood would gladly be rid of the bitch, yet she still proved to be an icon, and as such, the tickets continued to sell. However, the last two performances had lost him more money than gaining it.

He was prepared to storm into the managers' office and release his rage when he caught sight of Madame Luna speaking to her daughter in a hushed tone. Normally Blueblood avoided the stone-faced dance mistress like the plague, but something intrigued him about this conversation she was having.

"I don't understand why you have to leave now?" Twilight asked, looking confused at her mother's strange behavior.

"I will not be long my dear, just go through the dance as I have taught," Madame Luna muttered as she pulled on a pair of black gloves.

Twlights's eyes clouded with even more confusion. "But we need your guidance-"

"You will be fine," Madame Luna assured. "Now go on Twilight, I will return shortly." Twilight nodded her head, but still looked worried for her mother. Satisfied that her daughter would not ask any more questions, Madame Luna quickly turned on her heel and headed towards the grand foyer. Intrigued, Blueblood quickly followed at a safe distance.

Madame Luna had a carriage waiting for her and gave the driver the directions of her destination. In thirty minutes the carriage came to a stop outside a tall building that looked as inviting as its cold stony exterior. Madame Luna did not hesitate; she walked up to the door and banged the loud iron knocker that hung in its middle. The door opened a few seconds later, a chamber maid curtseying as Madame Luna brushed her way inside. "I need to speak with Monsieur Crafty Crate, is he available?" she asked the maid as she stripped her gloves off.

"Right this way, madam," the maid replied softly, showing Madame Luna to an oak door at the end of a dull dilapidated hallway. The maid knocked on the door to which a gruff male voice grunted permission to enter. Madame Luna followed the maid inside, thanking the mare after she was introduced.

Monsieur Crafty Crate was a stallion with a balding head, and greasy five a'clock shadow, and he appeared to have several teeth missing. The stallion also wore excessive amounts of jewelry, not to mention outrageous colors and fabrics on his body. No wonder the building looked so drab; the man spent every penny on his own attire.

"Have a seat, madam," Crafty Crate said politely, although he was already admiring the purse she held in her hooves. "What can I do for you?" he asked again, the same polite friendly tone in his voice, however Madame Luna did not smile or bat one eye as she sat, her back straight, across from the greasy stallion.

"I understand, monsieur, that you are a…private investigator of sorts?" she asked, eyeing him with much contempt.

Crafty Crate however had not recognized her distrust in him and was beaming from ear to ear. "Indeed madam! In fact, while I am a humble stallion, I do pride myself on being the best that one can find here in Maris!"

"So I've heard," she muttered.

Crafty Crate continued beaming. "Yes, I have worked for many of the great families here in Maris, including the Countess Fleur de Lis! Why, she hired me to find her sister who had been missing for 25 years…25 years, can you imagine! I had very little information to go on, but I did find her! She was staying in Trottingham, now that I remember-"

"Yes, yes, that's all very good monsieur, but I need you to find two ponies," Madame Luna interrupted.

Crafty Crates expression changed at her words. "Oh I see…well…I must say madam, it will be somewhat more expensive, you see…tracking two ponies down. Not to mention that it may take longer-"

"Do not fear monsieur, you will be paid quite handsomely."

Gone was Crafty Crates apprehension, his beaming smile returning at once to her words. "Splendid!" he exclaimed before pulling himself closer to the desk before him. "Now who are these individuals that you'd like me to find?"

Madame Luna watched him closely as he took notes on what she was saying. "The stallion's name is Time Turner," she explained. "He's in his 50's, brown coat, thin, with gray hair and a gray mustache and beard. He's from Sweetlan, but has been living in Prance for quite some time," she paused to be sure that Crafty Crate had gotten everything she said thus far. "The mare's name is Fluttershy, she is his daughter. She's the same height of her father, perhaps somewhat taller, with light pink hair, a yellow coat, and light blue eyes, which are the same color as her father's. About 20-21 years in age," she explained.

Crafty Crate nodded his head as he wrote down the descriptions. "And you believe that they are in Maris?" he inquired.

Madame Luna shrugged her shoulders. "Monsieur Time Turner and his daughter worked very briefly for the Maris Opera House. Monsieur Time Turner is a violinist," she explained, before adding, "I would appreciate it, monsieur, if you left the Maris Opera House and those that are connected to it…out of your list of inquiries."

Crafty Crates brow furrowed at this, but nodded his head. "I shall do all that I can madam," he said while rising from his chair to show Madame Luna out. "And I shall inform you at once when I learn of anything."

"I would like to be informed within a week, monsieur."

Crafty Crate practically stumbled at her request. In truth, it was more of a demand. "A week?" he choked. "I beg your pardon madam, but…a week is hardly enough time to learn anything!"

Madame Luna lifted an eyebrow at his words. "I thought you were credited as being the best? After all, did you not tell me that you had been able to find the sister of the Countess Fleur de Lis who had been missing for 25 years?"

Craft Crate cleared his throat, straightening his jacket. "Well, I do not wish to brag…but there are those that have esteemed me as such," he explained. "But you must understand madam, the Countess Fleur de Lis was a mare with connections! It is much harder to find, forgive me, a common violin player and his daughter."

Madame Luna slowly rose from her chair and handed the private investigator a small card. He took the card, looking most confused, before glancing at the name, his eyes widening as he read it. "The Marquis Filthy Rich?" he gasped.

Madame Luna nodded her head. "Monsieur Time Turner told me that Fluttershy's mother, his late wife, was the daughter of the Marquis Filthy Rich." Crafty Crate simply glanced back and forth between Madame Luna's calm features and the card he held in his hoof. "I believe, monsieur, since connections are what you seek…that will be a good place to begin."

"Indeed," he whispered, tucking the card into his inside coat pocket. "One week…I will contact you and tell you everything that I can," he murmured.

Madame Luna gave a thin smile to the private investigator before producing a check from her purse and placing it on the desk. Like a greedy colt who had just been given candy, Crafty Crate snatched the check, his eyes wide as he read the numbers. "As a down payment," she explained, before putting her gloves on and walking towards the door. "I must stress, monsieur, how important it is that you find them…I pray that you will not delay the search."

"No indeed madam," Crafty Crate replied, tucking the check into his coat pocket and rushing to open the door of his office for the dance mistress. With a curt nod, Madame Luna walked out of the stone building, leaving the bewildered investigator to take in everything he had just been told.

"Bonbon!" he cried, and the chambermaid from earlier, came quickly. "I will be out all afternoon, on business…in fact, I will not be able to take any new clients for at least a few weeks," he instructed. The maid gave a small curtsy, handed her employer his hat, and opened the door for him.

Crafty Crate nodded his thanks before descending the stone steps of his building and heading west. He had just gone around the corner when a large silver-tipped walking stick struck out from the shadows to stop him. Crafty Crate cursed as he nearly tripped over the stick, prepared to unleash his anger at the individual, but swallowed his words as he gazed upon the handsome face of Prince Blueblood.

Blueblood gave a wry smile to the investigator, glancing briefly ahead of him, and watching the coach that carried Madame Luna, head north. "Whatever she's paying you…I'll double, for the same information."


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Discord was pacing in one of the shadowed tunnels of the underground labyrinth. But it wasn't simply any tunnel…it was the tunnel that led to her chamber.

He cursed himself over and over as he paced, feeling like such a fool for being there. What was he doing there anyway? He ran a paw through his black hair, knowing the full reason why. She had called him a monster…and she was right.

Ever since the night he heard her sing and saw her bathing in the lagoon, he did not trust himself around her. She was beautiful, seductive, and had the voice like an angel. Music was his greatest passion, and she embodied music. She had shown him countless times that she was a unique mare. She had a spirit that did not cower before him or other stallions, she stood by those she loved, her nature was kind, and she was not so easily blinded by the illusions others created in front of her…like the Prince. And he still didn't understand why…why when she had the chance to run away and be free, that she returned to the Opera House, and helped nurse him back to health. Was it pity that she felt for him? If so, he didn't want it, and perhaps that was why he was so cold to her.

But he knew it was more than that. It was not pity that he saw her give to the others; she had become a close friend to all of them…with the exception of Rainbow Dash who wanted nothing to do with her…although Discord had noticed that Rainbow Dash was less grumpy these days.

No, she didn't pity him, pity was the last thing she felt towards him. Discord sighed, knowing he had been cruel, that he had been ruthless. Yes, he had warned her he would be hard and demand much from her, but…he had been blinded by his own discovery of her voice to forget that the voice belonged to somepony…and he had not made that realization until he had her in his arms against the piano.

He groaned as he remembered how she felt in his arms. She was trembling slightly, but it was out of anger and contempt. That was not the way he wanted to feel her against him. Discord knew it was impossible, she would never allow such things to happen…but he longed to feel her tremble willingly in his arms, to feel her sag against him and clutch at him for strength. He groaned again and felt his loins stir at the thought, but he quickly shook the thought from his head.

When Rarity had asked him what he feared, he could not look into the mare's eyes, for the answer would reflect in them. Over twenty years ago Discord had watched as a mare he believed himself in love with throw herself at another stallion. He had felt so happy in those days when he wrote her songs and poems, watching her from afar, ready to protect her at all costs if someone dared to attack the beautiful dancer. But Pinkamena was like all the others; a handsome face with money flattered her dancing, filled her head with sweet compliments, and within the blink of an eye, she was on her back with her legs spread wide for the spoiled Prince. Discord knew since that day that love was a weakness designed to make stallions go mad. And that was exactly what he was experiencing all over again with Fluttershy…madness.

So he resorted to treating her like an object instead of a living being; after all, that was how he was treated for the first seventeen years of his life. By being cruel he would not be able to care; and she would come to despise and hate him, which should insure that the damn stirrings within his soul and heart would disappear. But he was wrong…

He devoted himself to music, composing and conducting, loosing himself in his masterpiece. He wrote letters to the mangers, demanding that they prepare for his opera, knowing he could not wait; he wanted it to be performed before the season was over. He threatened them, frightened them, even kidnapped Fleur De Lis, and yet still he could not get the mare out of his head. He had gotten to the point when he was able to separate her voice from herself…but that all changed when she refused to sing and he became violent.

He hated himself for that. He had done many things in life that he was not proud of…but he truly felt that was one of his lowest moments.

So here he was…pacing in the tunnel near her chamber. Rarity didn't tell him to come and apologize, to go and speak with her…he just felt the need to do it himself. But he still felt like such a fool.

"I'm being more of a fool for standing out here," he grumbled to himself. With a sigh, Discord descended down the tunnel, prepared to look like an absolute idiot.

Fluttershy was lying on the bed on her stomach, gazing at the tiny trickling waterfall that poured into the tiny pool. Her throat was beginning to feel better, however the rest of her felt sore from the fight that she had had with Discord. She wanted to hate him, felt she had every right to, but still, no matter how hard she concentrated, there was still a part of her that wanted to embrace him, to show him that not everyone in the world was cruel, to teach him happiness and…and…affection?

Fluttershy groaned and buried her face against her pillow, unaware that she had a visitor.

"Is this a bad time?"

Fluttershy gasped and turned around at the sound of Discord's voice. She stared up at him as he stood in the entryway of her chamber. She swallowed the lump in her throat and quickly sat up, smoothing the skirts to the yellow and blue dress that she wore, one of the many costumes he had given her.

"I…I am not prepared to sing, if that is what you have come for," she said, trying to sound angry, lifting her chin and looking stubborn.

Discord fought the grin that was trying to break free from looking upon her expression. "I have not come here to ask you to sing," he explained.

Fluttershy stared him, unsure what to say next. What was it that he wanted then? The anger on her face disappeared, now replaced by confusion, which Discord could not help but smile a little at. She frowned when she noticed his smile and rose to her hooves, squaring her shoulders and meeting his gaze. "You may see yourself as lord and master of this labyrinth monsieur…but this is my room, therefore I demand that you tell me what business you have and then be gone."

Discord stared at her, somewhat flabbergasted at her words. Then, remembering the reasons as to why he had come in the first place, he too stood straighter and folded his paw and claw behind his back. "I…I have come to…to…" why was this so hard?

Fluttershy folded her arms across her chest, waiting for him to finish whatever it was that he was having great difficulty with saying.

He grimaced at her expression and finally came out with it. "I've come to apologize." There, he'd said it.

Fluttershy stared at him. That was the last thing she had been expecting.

"I…I beg your pardon?"

Discord groaned. "Fine, I'll say it again if that will suit you, I apologize for the way I treated you…for the way I have been treating you…" he whispered, his gaze falling to his hooves.

Fluttershy stared at the creature who stood before her, tall, thin, dressed in black, his white mask giving off a persona that was ice cold. Yet she knew he meant every word.

"The truth is…music has been the only thing that has given me joy in this life," he continued, his gaze never leaving the ground. "And when I heard your voice…" he paused and looked up at her, his amber eyes catching hers. "I meant it…and I still mean it, your voice is unlike anything…it's…it is exquisite," he sighed, not being able to think of better words for such a beautiful instrument. Fluttershy blushed at his words, her own eyes falling to the floor this time. "And when I heard you sing that night…I just…you have no idea what this opera means to me," he rushed. "I have been working on this opera for most of my adult life, and…and when I heard you sing, I simply…I have never felt more inspired…" he whispered, his eyes burning as they gazed upon her.

Fluttershy felt the heat rise in her cheeks, but she could not look at him, she was afraid that if she did, she may melt where she stood.

"I know I have not been the easiest of people to get along with," he grumbled, "and I did warn you that I would be hard…but you were not expecting a slave-driver, I'm sure." She lifted her eyes then, feeling his genuine regret. "And…while I want this opera performed more than anything, with you in the role of Aminta…I do not want to be your task-master."

Fluttershy opened her mouth to protest, but Discord raised his paw to silence her. "I do however want to be your tutor…and a proper tutor at that, someone who cares about his protégée…and not simply the music she is singing."

There, he had said his peace. He wasn't expecting anything from her, and he wasn't saying he would stop being strict, but he was hoping that she would still sing for him. The idea of her not singing again, the idea of him not being able to hear her angelic voice…it was more than he could bear!

Fluttershy nodded her head slowly, looking down quickly so that he would not be able to see the blush on her cheeks. "Thank you…" she whispered. There was a long pause before she realized he was waiting breathlessly to hear whether she would still sing for him. "Yes, I would like to continue learning with you, monsieur." After all, what choice did she have? It was still her only key to freedom.

Discord wanted to smile and shout to the heavens, but he contained himself and gave a small bow. "Thank you, mademoiselle," he said simply. "And…please, call me Discord." Where had that come from? Discord couldn't believe what he just said and imagined what an idiot he must have sounded like, however all those thoughts drifted away as Fluttershy whispered his name for the first time to his ears.

"Discord…you are most welcome, Discord."

Discord gave another bow, turning to leave, but stopping quickly. "How is your throat feeling?" he asked, his eyes lit with concern.

Fluttershy couldn't help but smile a little. "It is getting better, thank you," she whispered.

Discord was glad to hear it, but his concern was still etched across his features. "Rarity was right…and I'm sorry I pushed you despite it. Tomorrow you continue resting your voice. If you're feeling up to singing the day after, then we shall begin again."

Fluttershy smiled and thanked him again. It was hard to believe…but it did seem that he truly had changed!

"You're very welcome mademoiselle," he replied, and then turned to go again.

"Fluttershy!" she called out. Discord who was standing in the shadowed entryway emerged back inside, like an animal of prey rising from the shadows. Fluttershy had to grip the bed post in order to keep her balance from the seductive sight. "It's only right, I think," she quickly explained. "That if I am permitted to call you Discord…then I wish for you to call me by my name."

"Fluttershy," he practically purred, and she tightened her grip on the bed post.

"Goodnight, Fluttershy," he whispered, and then without any warning, he leaned in and took her hoof, raising it to his lips and kissing the it ever so softly. A sharp current of electricity streaked throughout her body.

"Goodnight…Discord," she whispered, watching him turn and leave her alone in her chamber, with nothing but the strange feelings that scorched through her heart to keep her company.


Blueblood tapped his cane impatiently against his boot as he sat and waited for Crafty Crate to organize himself in his tiny cold office.
It had been one week since their last encounter in the ally near Crafty Crates' building. One week since Blueblood cut a deal with the private investigator to inform him of everything he was seeking out for Madame Luna. And he was beginning to lose his patience…

Things were getting complicated with the police keeping Time Turner behind bars. Time Turner was proving to be an expensive chore; Blueblood had not expected a whole month to go by without word from Fluttershy. And the police themselves wanted to be rid of the stallion; twice he had to convince them not to send him to the nearest asylum, and hold him just a little longer.

When he learned that Madame Luna was seeking the aid of a private investigator, Blueblood felt that at last an answer to his prayers was coming! But now he was having serious doubts as Crafty Crate clumsily cleared his desk from the piles of papers and cigarette butts that littered it.

"I beg your pardon monsieur, I was not expecting you…" he quickly explained, hurrying as best he could.

Blueblood gave an aggravated sigh. "Do you have any information at all, monsieur? I am a busy stallion and-"

"Oh! Oh I do monsieur! Information that you will take great pleasure in, I believe!"

Blueblood eyed the private investigator, feeling serious doubt, but waving his hoof at the stallion. "Have at it then."

Crafty Crate straightened the tie at his neck and folded his hooves on the desk before proceeding. "I am not sure if you are aware monsieur, the connections that Time Turner and his daughter have in society."

Blueblood rolled his eyes at this. "What sort of connections do a violinist and a costume mare have?"

"Well, very large ones, monsieur," Crafty Crate grinned, before taking one of the papers he had shuffled through and passing it towards the Prince. "This is the birth certificate of the one and only daughter of the Marquis Filthy Rich."

Blueblood eyed the piece of paper and handed it back to Crafty Crate. "And this means…?"

"Well, you see, nearly twenty-two years ago the Marquis Filthy Rich's daughter was discovered to be in a state of marriage that was most disagreeable."

Blueblood waved his hoof in an irritated manner, urging Crafty Crate to continue. He hated dramatics.

"Apparently, although no one entirely knows how, the mare met a young Sweetlin immigrant by the name of Time Turner!"

Blueblood practically fell out of his chair. He stared at Crafty Crate, the expression on his face both shocked and disbelieving. "What are you saying?"

Crafty Crate grinned. "That the filly produced from the disagreeable marriage…is the granddaughter of the Marquis Filthy Rich."

Blueblood was in total shock. Fluttershy, the costume mare, the country bumpkin…had noble blood running through her veins? "Tell me more," he urged, leaning forward and eating up every piece of information.

"Well," Crafty Crate continued, putting on some spectacles and leafing through some more notes. "As you can imagine, the marriage was never accepted by the family and the mare was shunned from both them and society. Yet she lived quite happily with the stallion known as Time Turner on a country farm where they had their first and only filly, a daughter, named Fluttershy."

Blueblood nodded his head. "You have proof that this was the exact stallion?"

"I made some inquiries with the household of the Marquis Flithy Rich, as well as traveled to the farming village that Time Turner and his family lived," his expression changed to one of sadness. "Quite tragic actually; while Time Turner and his bride lived contently with their daughter, the Marquis and his family never spoke to her again, shunning her completely, and after the poor mare died five years ago, the Marquis seized the land that Time Turner lived on and sold it, thus forcing the violinist and his daughter off the property."

Blueblood could care less about this. "Yes, yes, extremely tragic," he groaned sarcastically. "But tell me about the granddaughter's connections to the Marquis? Was her mother disinherited from the family?"

Crafty Crate shook his head. "Most the villagers believed so, but from a conversation I had with the Marquis' household, apparently not! While the mare was shunned for marrying Time Turner, the Marquis never changed his will! She was promised a hefty allowance after the death of her father, and that allowance would be passed on to any children that she may have."

Blueblood stared at Crafty Crate with wide eyes. Fluttershy was rich. She had a fortune waiting for her…and from the sound of things, the mare was not even aware of it.

"What of the Marquis?" Blueblood asked, leaning against Crafty Crates desk, desperate to learn all that he could. "Is the stallion in good health? I thought I heard rumors that he had fallen ill…"

Crafty Crate sighed. "Sad, but true. The household informed me that the Marquis is in a bed ridden state. As you can guess, he is a very old stallion, with extremely poor health and it is believed he will not last past this upcoming winter."

"Utter tragedy," Blueblood whispered, images of the Marquis' money appearing before him.

"And that's not all!"

Blueblood awoke from his day dream and stared at Crafty Crate like a starving stallion. "Tell me…"

"Well, this granddaughter of the Marquis is the only living relative. The Marquis had three children, two sons and a daughter. I learned that the two sons had died years ago; one was in the army and died in battle while the other…well, sad to say, he had a bit of a gambling problem, and he was shot when caught cheating at cards," he sighed. "The poor wife of the Marquis killed herself by slicing her wrists open after learning that her eldest son was dead. And the Marquis has no other living relatives. So, if it is as the household has told me and the will has not be changed…not only does this Fluttershy receive her mother's fortune…but also the land and all the titles that go with it upon the Marquis' death."

Blueblood was like a dog, salivating for a beef bone. Fluttershy was rich; she was nobility; she was an heiress.

…And she was totally unaware of it.


Blueblood awoke from his thoughts and looked at Crafty Crate with wild eyes. "Have you told Madame Luna any of this?"

Crafty Crate shook his head. "I have not seen her yet, but I am expecting her at some point today. Shall I tell her the same news?"

"NO!" Blueblood barked, before quickly calming himself, running a hoof through his blonde hair and fixing his jacket. "No…in fact, tell her nothing. Simply explain to her that you were unable to learn anything from the tip that she gave you but that you will continue trying."

Crafty Crate nodded his head, watching the Prince intently as he rose to his hooves and began to pace across the small office. Fluttershy was an heiress! A single mare of great fortune! Blueblood knew that one day he'd have to marry in order to create an heir for his own title, but he had resorted to waiting another five years before taking such steps. Yet now…now the lovely Mademoiselle Fluttershy had landed on his lap with her great fortune; and to think he was only interested in bedding her!

No, now Fluttershy proved to be a much "worthier" cause for discovery. He had to find her before she learned about her fortune, before her grandfather died! By marrying her, he, being her husband, would come into full rights for the land, title, and all that went with it. And, he could use some of that money; his own gambling debts were climbing higher and higher, and the Opera business as of late was proving to be more of a headache. But with Fluttershy as his wife…it was the beginning to a life of endless possibilities! He just had to figure out what to do with the old stallion…perhaps he could still serve his purpose as an object for blackmail?

"Monsieur?" Crafty Crate asked nervously, not sure if it was wise to interrupt the pensiveness of the Prince.

"Have you learned anything else?" Blueblood asked.

Crafty Crate shook his head. "Not yet monsieur, but soon! I understand that Monsieur Time Turner and his daughter were last seen at the Maris Opera House-"

"Forget the old stallion," Blueblood ordered. "In fact, don't waste any more of your time in this investigation on him…I want you to spend all of your time, morning, noon, and night, on learning the whereabouts of his charming daughter."

Crafty Crate opened his mouth, prepared to protest, but remembered the handsome payment the Prince had offered him and remained silent. "What shall I tell Madame Luna?"

"Anything, make-up whatever you want," Blueblood grumbled, waving his hoof in a dismissive manner. "But find me that mare…and I promise you Crafty Crate, I will make it very worth your while."

Blueblood left the stone building of the private investigator, the look on his face extremely pleasant and satisfied. He climbed into his carriage, whistling a jolly tune, much to the surprise of his driver. "Home, monsieur?" the driver asked.

Blueblood grinned. "No my good stallion, we have some shopping to do!" Blueblood said with good humor. "I have a wedding to plan…"


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Fluttershy awoke that morning feeling energized and happy, a feeling she had not had in a long time. She stretched her arms over her head and yawned before she realized what day it was.

Today she would begin singing again.

One week ago Discord had told her she needed to rest her voice. Originally it was for a day, but he later informed her that a week would truly be more suitable and thus gave her strict instructions on how to take care of her voice, from drinking Rarity's special tea to doing breathing exercises that would help her draw upon the strength of her diaphragm for support rather than her throat.

Fluttershy had to admit, when he informed her of this, she was somewhat disappointed.

Truth was, her voice and throat felt much better; however she followed her tutor's instructions, although she was saddened by the simple fact that it would be a while before she could rehearse with him again.

She didn't know why she was eager to rehearse with him, after all, the other times had been grueling and stressful; yet now…after he came and apologized to her, she found that she couldn't wait to see him…and be alone with him again.

She liked how her voice pleased him. She tried to not let his praises go to her head, but now and then she couldn't help but feel like a star, a prima donna in the making. She just hoped and prayed that if she ever got her chance to perform on stage in a leading role, she would not become like Fleur De Lis.

The days that passed during her resting period were long and rather dull. She tried to pass her time by doing specific activities, such as helping Rarity repair holes and sew new clothes for the others, to being an audience for Derpy who was so excited at her progress with learning to read. Shortround showed her how to get around the tunnels of Discord's labyrinth, and what to watch out for if she ever got lost. Fluttershy was adapting more and more to her underground home; her eyesight was growing keener in the darkness, and her ability to know what time it was despite the shadows that surrounded them was improving as well. Even Rainbow Dash was beginning to become comfortable with her presence, even though he continued to keep his distance. She recalled how earlier in the week the three came to her chamber announcing that they had specific instructions from Discord to build Fluttershy a fireplace. They set to work right away, Rainbow Dash supervising for the most part, demanding that it be perfect. Several hours later, their work was complete, and Fluttershy had a cozy little fireplace to keep her chamber warm as the late autumn nights grew colder and colder. She thanked all of them and it was Raindow Dash who replied a simple, and somewhat gruff, "you're welcome", before turning and leaving. Fluttershy could have sworn she saw the hint of a smile on her lips, but she knew that she would never admit it.

The week went on slowly, and while she was grateful for the company of Rarity, Derpy, Shortround, and yes, even Rainbow Dash…the creature she longed to be with most kept himself hidden away in his chamber, composing.

Sometimes late at night, Fluttershy would lie in bed and listen to him playing his organ. She had never realized what a beautiful instrument the organ was until she heard him play it. Sometimes he would play sonatas by the great composers, other times he would play what she assumed were his own creations. But all of them were beautiful, and she would be lulled to sleep by their haunting lullaby.

It was two days before the end of her resting period when she finally saw Discord again. She was in her chamber, sewing a patch onto one of the dresses he had given her which she had accidentally ripped, when he announced his dark presence by silently standing in her entryway, not saying a word until she noticed his form casting a dark shadow upon the ground.

"How are you feeling?" he asked, his voice deep and rich, yet filled with genuine concern.

Fluttershy couldn't help but smile, and quickly rose from the chair she was sitting at, patting out the crinkles in her skirt, and walking towards him, her hooves folded in front of her. "Much better, thank you," she said brightly, blushing as she realized how silly she must sound.

Discord however smiled at her cheery tone, his own posture relaxing as well. "I'm glad to hear it…but we will wait till the week is over before we begin again," he instructed. Fluttershy nodded her head, knowing that was what he would say, however she couldn't help but feel disappointed.

"Are you practicing those exercises like I taught you?" he inquired, fully entering the chamber now and pacing around the small space. Discord couldn't help but feel somewhat out of place. The chamber was small and lovely, with lace and velvet and silk to decorate it and the smell of lavender and rose petals perfuming the air. Basically, it was everything he wasn't. He feared that if he turned too abruptly he may break something!

Fluttershy smiled and blushed a little more. "Yes, every morning and evening for twenty minutes at a time."

Discord turned and smiled at her, feeling pride for his young pupil. Things were different now; her eyes seemed brighter and her face seemed to have this beautiful glow that radiated off her skin despite the darkness that surrounded her. He too felt the difference; once upon a time he feared that being close to her would cause him to lose control…yet now, he had resorted to not only be strictly "professional", but…somewhat friendly as well. He was sure that by behaving in such a manner, he would be able to keep his emotions in check, and not stress so much about their next encounter. Plus, his compositions were being inspired with new intensity and life! Indeed…he was glad things were changing.

"Good, keep it up. When we next meet to rehearse, your diaphragm will be able to help you with those higher notes, as well as perfecting your breath control for the longer sets." Fluttershy nodded her head, a small sad frown forming on her lips as she saw him turn and head out of the chamber. "Oh!" he turned around and pulled something out of the pocket of his jacket. "I thought…perhaps you would appreciate these to pass the time?" Discord felt somewhat foolish as he held out a bulky paper package, imagining what he must look like.

Fluttershy was surprised by the gesture, and noticing his embarrassment, quickly took the package from his paw, blushing as her hoof and his paw brushed for a moment, and then quickly unwrapping it. Discord winced. "You really don't need to do that now…" but it was too late, she had unwrapped it and gasped.

"The Bronte sisters…the poems of Lord Byron…and a collection of gothic short stories!" Discord was not expecting the reaction to which she had. Her face lit up like a star, her eyes glowed with happiness, and she actually began to jump up and down! "Oh thank you so much! I have missed reading, especially books like these!" Suddenly, without warning, Fluttershy threw herself around him and hugged him tightly. Discord did not know what to do! He was surprised to say the least! Before he had a chance to react, Fluttershy suddenly released him, her cheeks aflame as she realized what she had done.

In that brief moment, Discord caught the smell of her hair, which reminded him of fresh cut roses and jasmine. He felt the smoothness of her coat against his neck as she stood on her tips to hug him, and he felt the gentleness of her body against his chest, which caused his body to stir with passionate awakening.

As for Fluttershy, she had felt the strength of his muscles beneath his finely made clothes, and there was a pleasant fragrance about him…the smell of candle wax from the long nights he stayed up composing, and incense that he had burning in his chamber. It was a sweet masculine smell; she blushed for she did not know what stallions should smell like…but she believed that they should smell the way Discord smelt. "T-t-t-thank you," she stuttered, blushing furiously for her boldness. "How…how did you know?"

Discord straightened his jacket and shirt, his posture going stiff again. "I had the book of Byron's poems…sometimes I look to them for inspiration while composing…and as for the others, I…well, I found them…above…" In truth, the previous night Discord had gone above to the streets of Maris, keeping himself hidden in the shadows. There was an old bookshop near the Opera House that Madame Luna had gathered many of the books for himself and the others. Not being on present speaking terms with her was not making life easy for all of them, but Discord saw a colt in the same ally he occupied, looking very hungry. With his hat tipped low and the collar of his cape lifted high, he promised the colt several gold coins for food if he would fetch some books for him in the shop ahead. The colt eagerly took the list of books Discord had given him and set about on his task. Pleased with what the colt was able to get, Discord kept his promise and awarded the colt with enough money to not only feed himself and his family for that night, but for a whole week.

"Derpy had told me how much you love to read…" he rambled on. "And…she also explained the type of books you liked. I just thought that perhaps…these would help, with passing the time…" he could kill himself for how foolish he sounded.

But Fluttershy was more than happy. Books like these were childhood friends to her, and more than that; they reminded her of her mother and of the nights they would stay up late finishing the chapter they were currently reading, and then having to read the next for fear of what would happen to the heroine and her lover. "Thank you so much…" Fluttershy whispered, so moved by his kindness that she felt some tears behind her lashes. She quickly blinked them away.

Discord gave her a soft smile before bowing, as he seemed to do whenever they were together, which made her feel like a princess. Before he turned to go, he glanced at her fireplace, seeing the small but warm glowing embers burning in its center. "Are you warm at night?" he asked, once again showing her some genuine caring and concern. "Is the fireplace doing its duty?"

Fluttershy smiled and nodded her head. "Yes, thank you, it's very lovely."

Discord smiled and bowed once more, before retreating into the shadows beyond her chamber. Fluttershy listened as his steps faded away into the distance before leaping with joy once more and jumping onto her bed with a large flop. She grinned as she picked up one of the books, settling back for a wonderful adventure of gothic mystery and romance.

And that was how she spent her last few days of resting. Now the morning had come when she would begin again. A part of her was somewhat worried; had things truly changed between her and Discord? True, they seemed to be friendlier now, and he was showing her more kindness than before…but what would happen when she started singing again? Would the task-master resurface? She knew that he would still be demanding and strict, but would he be considerate and caring as well?

She shook her worries away, feeling that today was the beginning of something new. Today she would sing for him not because she had to, but because she wanted to. She loved music just as much as she loved her books. And she would show him the same passion he had for music, and perhaps then they could truly grow into what she hoped for, more than anything…friends.


"And again…" Discord commanded, his paw and claw brushing over the keys of the piano with both delicacy and precision.
Fluttershy nodded her head and took a deep breath, singing the familiar cords once more.

"Think of me…
Think of me fondly
When we've said goodbye…
Remember me,
Once in a while
Please promise me, you'll try.
When you find,
That once again you long,
To take your heart back and be free…
If you ever find a moment,
Spare a thought for me."

Discord stopped playing and Fluttershy bit her lip. What had she done wrong now? They had been rehearsing for about two hours now, and for the last hour they had been working on Don Juan Triumphant.

When she first arrived, Fluttershy decided to wear a purple gown with lace ruffles that she remembered Discord admiring once in the past. When he first caught sight of her entering his music chamber, his breath caught in his throat. She looked beautiful; beyond lovely, and it wasn't the dress, for he had seen her wear that dress before. It was the way her hair fell about her face, the way her blue eyes sparkled in the candlelight, the way her smile spread across her fine features. Discord rose from the piano bench and bowed, to which she gave a gentle curtsy. "Monsieur Discord," she greeted, with a warm smile.

"Mademoiselle Fluttershy," he greeted back, feeling a smile break across his own hard features. She approached the piano with confidence, ready to sing, but before they began, Discord had her go through a few breathing exercises once more, just to be sure she was ready. He cursed himself when he realized that his eyes had drifted over her body while she went through the exercises. A professional instructor does not leer at his student, Discord inwardly reprimanded. He then began to play some scales on the piano, to which Fluttershy sang back to him.

After the scales, Discord chose to play some Italian arias for Fluttershy to sing. "On 'la'," he instructed, and she followed his lead. "You need to support yourself more during this bar; sneak a breath in if you must, although you need to try and get to a point when you can fully rely on your breath support to get you through." Fluttershy nodded her head and did as he instructed, going over the arias several times before Discord felt she was finally gaining confidence in her breath support to get her through. At this point, he felt it was time to move to Don Juan.

For the last hour they had been practicing various songs that Aminta sung in the opera, and for the last twenty minutes, they had been working meticulously on one of Aminta's main songs, "Think of Me." If Fluttershy had to pick, she would have to admit that this was her favorite song of Aminta's. However, there were little things that caused Discord to moan and groan over; she needed to carry the notes further, she needed to remember her cut off, she needed to save her breath for this bar, not that one. Yet Discord's suggestions were not like before; yes, it was obvious that he was demanding perfection, but now, instead of dreading to sing, Fluttershy felt encouraged, even empowered, to do better. She too wanted it to be perfect, and so each time he asked her to sing it again, she did, with new confidence that she was going to get it better.

She looked at him after he had her stop, wondering what she had done wrong and what she needed to do better. She waited for his instructions, but instead, he was staring at her, a small smile slowly spreading across his face. "That…was perfect," he whispered.

Fluttershy stared back at him. "A-a-are you sure? Because…I thought that perhaps I stumbled a little there with those notes around the second measure-"

Discord found himself chuckling. "Good God, I've created a monster," he laughed, grinning up at her and smiling as he saw her smile back. "You sang that beautifully…and I would like it very much if you could sing the whole thing now, no stopping, and with as much confidence that I know you possess. Let your spirit shine through Fluttershy," he instructed, his voice dark and sensuous, causing shivers to run up and down her spine. She nodded her head and listened as the introduction to the song began again.

"Think of me…
Think of me fondly
When we've said goodbye…
Remember me,
Once in a while
Please promise me, you'll try.
When you find,
That once again you long,
To take your heart back and be free…
If you ever find a moment,
Spare a thought for me."

He continued playing, conducting her with nods of his head, and Fluttershy continued singing, closing her eyes and pouring her heart into the song.

"We never said,
Our love was evergreen,
Or as unchanging as the sea–
But if you can still remember,
Stop and think of me…"

"Think of all the things we've shared and seen–
Don't think about the things which might have been…"

She opened her eyes then and looked directly at Discord.

"Think of me,
Think of me waking,
Silent and resigned.
Imagine me,
Trying too hard
To put you from my mind.
Recall those days,
Look back on all those times,
Think of things we'll never do–
There will never be a day, when
I won't think of you!"

Their eyes were locked with one another and Discord continued playing, for this was a large orchestral interlude in the middle of the song. Her voice was like heaven…he had never known such exquisiteness, that such purity could exist in such a world. And while their gazes were focused on each other, Fluttershy didn't miss a beat, she continued singing when the interlude ended, closing her eyes and feeling the music wrap around her like a blanket.

"We never said,
Our love was evergreen,
Or as unchanging as the sea–
But if you can still remember,
Stop and think…"

She paused. In the song, she was supposed to continue and end like she had earlier, but instead she seemed to be lost in her thoughts. Discord was both puzzled and worried, and his playing immediately came to a stop. But before he could ask her what was wrong, her voice, like a crisp clear bell, rang throughout the cavern.

"A-a-a-a-ahhh! A-a-a-ahhh! A-a-a-a-a-a-a-ahhhhhhhhhhhh…." She carried the notes out as if she were performing a scale and Discord was at a loss.

Then, his instinct for music kicked in, and his paw and claw came crashing down on the piano, matching what her voice was doing for a large climatic finish.

"Aaaaaaaaaaahhhhhoooof me!"

His paw and claw hit the final cords of the piano, and they both let out long ragged breaths, each surprised and startled by what had just happened.

Fluttershy slowly opened her eyes, the spell of the song coming to an end, and her lips curled in a beautiful smile. She had no idea what had just happened, but it was like the music had urged her to make the song her own, to possess it, to lose herself in its passionate cords. She looked at Discord, her smile bright and wide, but it quickly disappeared as she saw the dark expression on his face. He was displeased.

"I…I'm sorry," she whispered, her cheeks turning a bright shade of red. "I…please, forgive me, I don't know what came over me…I just…I thought…"

"That you would improve the song?" he asked, lifting his unmasked eyebrow.

Fluttershy paled. "Oh no! No, it's beautiful the way it is! I would never dream of-"

"There is no need to apologize," Discord interrupted, his voice entirely sincere. Fluttershy stared at him, trying to read his eyes, to see if he meant it…and was surprised to see that he did! "It was beautiful…" he whispered. "You did something that I had never dreamed possible…and I am extremely humbled."

Fluttershy opened her mouth to protest, but Discord lifted a claw. "No, I mean it. You improved the song, greatly, and I don't want you to change it at all. I shall rewrite it tonight and add your valuable correction to it."

Fluttershy was unsure what to say. She was flattered by his words, but she also felt embarrassed and disheartened for what she had done. Did he now think he was horrible? Far from it! His music was so moving, so captivating; let people say what they will about the great composers, Fluttershy was convinced Discord was one of them. "Discord, I…I want you to know…"

"I think we have had enough rehearsal for today, my dear," he said shortly, his eyes not meeting hers. Fluttershy bit her lip, feeling that she had indeed done something wrong.

"A-a-already?" she whispered. In the past, they would sometimes rehearse the whole day. "But it's only been two hours-"

"It was wrong of me to force you to sing all that time before," he simply said. "A good tutor knows when it is time to end for the day, and today is a perfect time. We have reached perfection my dear…there is no point with trying to out do it."

Fluttershy could understand what he was saying, but she still felt responsible and guilty for what she had done. "But-"

"Please," he whispered, raising a paw and rising from the piano bench, his height and width towering above her. They were so close that they could feel the other breathing. "Don't apologize for what you have done…" his gloved claw reached out to brush away a few curls that had fallen across her cheek. Fluttershy stood frozen as she felt the gentle brush of his leather-clad paw and claw. Discord himself could have sworn that despite the glove, he could feel the softness of her coat. "I want you to promise me something…" his voice was rich and silky, his gaze hypnotic and locked with her own. Fluttershy knew that no matter what he asked, she would not be able to deny him. "I want you to promise me that you'll never hold back, that you'll always share your thoughts, your ideas, and your feelings when it comes to music," his claw gently continued brushing her cheek, his own eyes drowning within hers. "I want there to be truth between us…will you promise me this?" Fluttershy read the plea in his eyes, and more than anything, she wanted to wrap her arms around him and tell him she'd do anything he wanted, that she could never deny him, especially when he looked at her that way, and spoke to her so gently, and touched her as if she were made of hoof-cut glass.

Somehow, she found her voice, and quickly answered him. "Yes," she whispered. "I promise you."

Discord felt relief flood him at her promise, and reluctantly withdrew his claw. He had been lost in her voice, in her song, and now simply in her presence.

And it frightened him.

"Now," he cleared his throat, moving away from her. "I suggest you go and rest your voice, and we'll begin again tomorrow."

Fluttershy watched him as he gathered his parchment together and continued to move further and further away from her. She suddenly felt very cold, and wrapped her arms around her body, knowing that she must go, but wanting to stay more than anything. She was scared; scared of the feelings he was stirring within her, and scared of what it all meant. Could one's opinion, one's outlook, and one's very feelings towards a person change overnight or within a week? She would have said no once upon a time…but now, as she stood in the presence of the Phantom of the Opera…she had to admit that yes, it could happen. She did not see this creature as her enemy anymore. She wanted to call him friend. And her heart…she was so confused with how her heart wanted to know him.

"Good day then," she whispered, giving a small curtsy, to which he responded with an elegant bow. She had hoped he would reach out and take her hoof once again and kiss it, but he made no such gesture, and it was just as well, she thought. But before she left, she turned to him and said, "I just…I want you to know that…you may come and visit me whenever you like…" she felt the heat rise in her cheeks, knowing how foolish she must sound, but wanting him to know that he was welcome. "Good day," she quickly said, before rushing out of there before he could say anything to her.

Once upon a time Discord had told her he was not a princely hero at the end of a storybook romance; that day, Fluttershy realized how greatly she disagreed with that thought.


View Online


The rehearsals that followed the lesson when Fluttershy sang "Think of Me" were very much the same. For two whole weeks, the two of them met, speaking politely to one another, sharing thoughts on the music at hoof, as well as insights. Unlike the past, Discord was curious to what Fluttershy thought of the music, especially his music, and if she had any ideas for improvements. He was civil to her, demanding, but cordial still. Every day he had something good to say about her singing, about how quickly she was learning, how greatly she was improving, and how proud he was as her teacher.

And that was the extent of their time together.

Fluttershy was grateful for it, she liked being with Discord and looked forward to their lessons together. But the lessons always seemed to end far too early, and after the lesson was finished, she would not see him again until the next day at the next rehearsal.

And it was driving her mad.

She knew she was his student and he was her tutor, and thus, he was acting extremely professional as a good tutor should. But she longed for him to stop being that way, to open up some what, to talk to her and ask her about her feelings and thoughts to things other than music. Was music all he thought about? She knew the answer was yes, for after every rehearsal, he would keep himself hidden away in his chamber, to compose and work on his opera.

For two weeks this continued, and Fluttershy did not know what to do. She felt she was being silly, that she had no right to complain, after all, anything was an improvement over how their lessons used to be, and that was something she did not want to go back to. But when she was in her chamber and she heard noises outside, she would stiffen and hold her breath, hoping it would be Discord. But every time that happened, it was Derpy or Rarity, coming to see her or letting her know that dinner was ready.

Fluttershy had gotten into the habit of eating her dinner with the others; she preferred it instead of eating alone in her chamber. There was a small dining area near the cavern that the others slept in, it contained a simple table with six chairs; the sixth chair always unoccupied. The meals were not fancy and often meager, but it was the company that Fluttershy looked forward to the most; at dinner she would hear Derpy telling her about her progress with reading, Rarity prattling on about the gossip she had heard from the dance mares through the pipes in their dormitories, while Rainbow Dash would grunt and complain about something, and Shortround would end up joining Rainbow Dash in an argument. Yet the dinners were always wonderful and pleasant, no matter what the talk was about, and Fluttershy would share her news on her lessons. But her eyes would often drift to the vacant chair at the table and a look of sadness would pass over her face.

She missed him dearly, and she missed him even more when she could hear him playing his music into the night.

It was extremely early one morning when Fluttershy was awakened by something soft, wet, and cold hitting her cheek. Her face contorted as she wiped away at the intruding coldness, but she felt it again and opened her eyes.

Above her head, tiny white flakes were falling from one of the small cracks in the cavern's ceiling. She scrambled out of bed, her arms wrapping around her body, as the cold hit her. She lifted her hoof to where the flakes were falling, catching a few in her hoof and feeling them melt.


Fluttershy whirled around to see Derpy, panting and grinning as she stood in the entryway of her chamber. "C-c-c-come and s-s-see!" she stuttered happily, before disappearing. Curious, Fluttershy quickly grabbed her dressing gown and followed, hearing her cries of excitement coming in the direction of where the underground lagoon was. She finally reached her, seeing her jump up and down at the shoreline, and before she could ask her what had her so excited, she saw her reason…and her breath was taken away.

The ceiling of the great cavern above the lagoon had many holes that moonlight would stream through. Now, along with the fading light of the moon, were thousands of snow flakes that flew above the water like swarms of butterflies, sparkling in the light like diamonds. Derpy was grinning happily, her tongue out to catch the flakes. "S-s-see?" she cried. "Snow! It's s-s-snowing!" she lifted an arm above her head and began to dance around, laughing as the flakes tickled her face. Fluttershy couldn't help but grin. "The s-s-s-snow d-d-dances with you!" she explained. "D-d-d-dance w-w-with it, Fluttershy! Dance w-w-w-w-with it!"

Fluttershy laughed and found Derpy's enthusiasm contagious; soon her own hooves were lifted above her body, then she lifted herself in the air with her wings and twirled in a circle. She grinned and giggled as she felt the snow hit her face, her eyes closing as the flakes stuck to her lashes.


Fluttershy stopped dead in her tracks and landed on the ground, her eyes flying open at Derpy's words.

There, wrapped in the shadows, stood Discord, his body somewhat hunched, his arms, wrapped inside his cape, were folded across his chest, and the only thing that shown in the darkness was the soft reflection of the moonlight against his mask. And yet his eyes, which were locked on her, burned through her very soul.

Slowly, he emerged from his hiding place, coming towards both her and Derpy. "Isn't t-t-t-this w-w-wonderful, Master?" Derpy asked happily, her tongue hanging out to catch a few more flakes.

"Yes Derpy," Discord answered, however his amber gaze never left Fluttershy's face.

"This m-m-means t-that…that Christmas w-w-will s-soon be h-here!" Derpy cried, her arms lifting heavenward to catch more snow flakes. She then turned his attention to Fluttershy. "I l-love Christmas…w-w-we g-get presents, a-a-and Rarity cooks us a f-feast, a-a-and sometimes…s-s-s-s-sometimes-"

"Calm down Derpy," Discord said gently, a small smile coming to his lips as he looked at the pony's excitement.

Derpy blushed, but she continued hopping around happily. Fluttershy smiled softly as well, turning her attention to Derpy. "You celebrate Christmas?" she asked, somewhat surprised.

Derpy grinned and nodded her head. "Oh yes! W-we each get a p-p-present…s-s-s-sometimes I g-get a new book! Or…Rarity w-w-will make me something! And t-t-there's a feast…and we p-p-play games…and s-sing songs…and Shortround r-r-reads to us, and-" Derpy nearly tripped over her two feet from her excited hopping, but Discord reached out and caught the pony's arm, helping her find his balance. "T-t-thank you, Master," she whispered, blushing from embarrassment, but still very excited.

"You should go back to bed Derpy," Discord instructed. "It isn't even dawn yet."

Fluttershy watched Derpy as he said these words, and Derpy nodded her head, agreeing with her master that it was very early, and then dashing back down the tunnel she had come from. "G-g-g-goodnight Fluttershy!" she called back, waving before leaving her alone in Discord's presence. Fluttershy grinned and waved back at her, all too soon very much aware that she was alone with the Phantom.

A silence passed between them for a while. The awkwardness of the moment was almost more than Fluttershy could take. "Is…is it so close to Christmas?" she asked, her hooves tightening about her robe. She had lost track of what date it was since she had come there.

Discord's arms folded behind his back, his body straightening upwards, his gaze steady on the flakes that fell to the water. "Yesterday was the first day of December," he said simply, his gaze remaining on the lagoon.

As for Fluttershy, she could not believe how much time had passed since she had come to be there. It was winter already, Christmas would be coming in a matter of weeks, and she had no idea how quickly time had passed. She wondered what her father was doing, if he was alright, and her heart ached at the sadness of missing him.

"I finished it last night," Discord whispered, his words interrupting her thoughts. Fluttershy turned to him, her gaze one of confusion. Without looking at her, he answered her question. "The last song for Don Juan," he explained. "I want the company to begin rehearsing for it after the new year."

Fluttershy's breath caught in her throat at his words. "So soon?" she whispered.

Discord then turned to look at her. "There is still some polishing to do here and there…I need to begin planning the stage directions, the lighting and art design, not to mention cleaning up the overture, but for the most part…yes, it is finished." He couldn't help but feel pleased with himself, and he looked at her face, his smile quickly fading at the worried pensive look that spread across her features. "What's wrong?" he asked.

Fluttershy blushed at his question, shaking her head. "Nothing…just…I…I'm surprised, that's all…" she tightened her arms around herself even more, her gaze now focusing on the snow.

Discord eyed her suspiciously. "You are doing exceptionally well in rehearsals," he said simply. "There are still many songs for us to go over, but for the most part, you have perfected the role of Aminta better than I could have imagined," he said warmly, smiling down at her, still surprised that she did not share his joy. He cocked one eyebrow. "Fluttershy-"

"Thank you, monsieur, I am pleased that I have won your favor."

Discord frowned at her words. "Monsieur?" he asked. "Don't be silly, you know you're doing exceptionally well, what's this talk about…winning my favor?" he turned to fully face her, frustrated that she wouldn't look at him. "Fluttershy…tell me what's wrong." It was not a question; it was a command.

"Nothing is wrong monsieur, I-"

Discord groaned. "Again with calling me 'monsieur'!" he threw his paw and claw up into the air, holding his temper in check before turning and facing her once again. "I've been noticing that this past week…you constantly refer to me as 'monsieur' instead saying my name."

Fluttershy blushed. "I…I was simply being polite-"

"Polite?" he grabbed her by her shoulders and forced her to look at him. "You're acting childish is what you're doing, especially right now," he snapped. Fluttershy looked up at him, knowing there was no turning back now. "Have I offended you Fluttershy?"

Her eyes went wide at his question. "No, of course not-"

"You're lying," he growled, his paw and claw gripping her shoulders again to keep her looking at him. "Tell me the truth…what is wrong? His paw gently reached down and cupped her chin, lifting her face to gaze back at his. "What have I done to lose favor with you?"

She felt like a fool. And that was exactly what he would think of her when she told him. She refused to cry in front of him, she would not show her tears, but even now she could feel a few betray her and fall down her cheeks. "What am I to you Discord?" she asked, feeling bold with her question, as well as foolish.

He was taken aback. "W-what?" he asked, releasing her shoulders.

"What am I to you? It is a simple question, is it not?" she asked.

What was she getting at? Discord was still unsure what to say. "Why are you asking this?"

Fluttershy felt her jaw tremble somewhat. "I…I just…I'm trying to understand who I am to you…so I know how to behave with you," she whispered, feeling her cheeks on fire with embarrassment. Discord stared at her, dumbfounded, before finally opening his mouth to speak, but she silenced him by raising her hoof. "Today is December 2nd, yes?" she asked. "That means…I've been here for…for well over a month…practically two! And yet…despite all that time you and I have spent together…" she bit her lip. "I know nothing about you."

Discord stared at her, his brow furrowed with confusion. He opened his mouth to protest, but she continued on. "I know about your history, yes, Rarity's told me that, but…Discord, you're the one I spend the most time with here…and yet you are a stranger to me." She sighed and refocused her attention once again on the lagoon. "I know so much about the lives of the others…yes, even Rainbow Dash!" she said, laughing somewhat at the amazement of it all. "Why…just yesterday, she was telling me that if she wasn't…wasn't cursed with how she looked," she was pained to say those words, "She would want to become a flyer for the Wonderbolts. Did you know what a love she has of flying?" she asked. "It's extraordinary, really! She longs to properly fly in the sky, but knows she never will, which pains her more than those piercings and that leg those freaks put on her," she spat bitterly. She took a few calming breaths before continuing. "I know so much about the others…but you are the one I am with the most…" her eyes lifted up to meet his. "And you are a stranger to me."

Discord had to speak. "You came to this theater with hopes of becoming a singer, Fluttershy, and that is what I am doing! I am trying to help you become a great singer! But that means maintaining a professional teacher/student relationship as any professional singer would know-"

"Then why do you insist on such informalities as first names!" she spat back, feeling her heart break at his words. "If being a true professional is what you want, then by all means monsieur, that is how I shall behave…good day!"

Discord was stunned by what she had said and could not believe she was turning and walking away from him! "STOP!" he shouted, and in two strides had his paw gripped her and was whirling her around to face him, his strong paw and claw lifting her up and placing themselves about the waist to hold her steady. "Are you saying…that you're upset with me for…for treating you with respect and courteousness-?"

Fluttershy shook his paw and claw off her. "No! I…I am saying that…" she took a deep breath knowing that this was her only chance. "I want to be more!"

Discord stared at her, his breath catching in his throat, his heart skipping a beat. More? What…what did she mean?

Fluttershy saw the question in his eyes and knew she had to continue, despite the embarrassment that had permanently changed the color of her face. "I…I want to be more to you than…than just your student…" she took another breath and continued. "I want…I want to be your friend."

Discord's eyebrows lifted at her words. "Friend?" he asked, the word sounding foreign from the way he said it, as if it were unknown in his vocabulary.

Fluttershy nodded her head, not able to look into his eyes. "Yes…" she whispered. "Please understand that I value everything you have done…the opportunity to learn how to sing professionally, the chance to see my dreams come true…I am so grateful for all that," she said with every bit of sincerity, her lashes lifting to meet his eyes which were locked on her face. "And I greatly value the times we spend together…our lessons and rehearsals…" she wanted to tell him that she treasured those times with him, but she knew he would truly believe her a fool for saying something like that, so she remained silent. "But, I…I want to know you better…I want to hear your thoughts, share your ideas, and have discussions on many things…not just music…" her words had drifted into whispers at that point. What must he think of her? "I…I have invited you to come and see me whenever you wish, hoping that you will…but you never do…" she bit her lip. "I know this must sound foolish to you, but…I…I just…I'm very grateful for everything you've done, and I just…I want…" she sighed, knowing it was useless. "…to be your friend."

She stood before him, her shoulders slumped and her eyes cast downward in defeat. She awaited his laughter, or a sarcastic comment, anything to ridicule her for thinking and behaving like a child. He was right of course, a true singer, a great singer, would not seek friendship with her tutor…yet she could not imagine being anything less than a friend with him, and she longed to know the pony behind the mask better. Yet it was all for loss…

Discord studied her for a long moment, her words sinking into his mind and emotions. A silence fell between them once again, neither of them speaking or moving, until finally, after what felt like an eternity, Discord said, "Come…there's something I want you to see."

Fluttershy was startled by his words. His voice was gentle, soft, and coaxing…not at all what she had expected. "W-w-what?" she asked, looking up at him, confused.

He was already leading the way when he paused to face her again. "Come," he said again, this time holding out his paw for her arm. Curious, and perplexed, Fluttershy allowed him to lead her into the shadows of the unknown.

"Where are we going?" she asked.

Discord chuckled. "You'll just have to be patient and see."

He continued to lead her through the darkness, easily moving through the shadows as if it were as bright as day. Fluttershy stumbled here and there, but maintained her balance and did not complain once. "You have adjusted to my world quickly," he whispered to her. "And I understand you have learned how to get around rather well on your own."

Fluttershy pressed herself closer so as not to lose him in the darkness. "My eyesight is nothing like yours," she replied, gasping as she almost lost her balance.

Discord caught her. "My apologies," he murmured. "I should have warned you about the path…it does get easier, I promise…"

"It's alright," Fluttershy whispered, wondering if he could see the flush of her cheeks despite the darkness.

He smiled and took her arm again, his paws tenderly wrapping around her small arm, cradling it against him. "You have only been here for a few months…I have had over twenty years to learn these tunnels," he said, before coming to a stop. "Wait here," he commanded, before releasing her hoof and disappearing.

Fluttershy missed his touch, realizing just how warm she had been when he had been holding her. She felt so cold now that his presence was gone, but before she could wrap her arms around her body, a light illuminated the shadows out of the corner of her eye. The light came from an oil lamp, that hung…she couldn't quite tell what exactly, but it looked as though…Discord, who was behind the light, was floating towards her! And then she realized…he was floating…but not on the air; on a boat. The lamp hung from the front of a gondola, and Discord was standing in the back, a large oar in his paw and claw, pushing the boat towards her. "Come," he whispered, holding his claw out to her. Without asking, Fluttershy took his claw, and entered the boat, settling herself down as he then began to paddle them across the water.

"W-w-where are we?" she asked, looking out into the murky waters, trying to see if the lamp could illuminate anything else.

"Your lagoon is not the only body of water under the Opera House," he said. "In fact, the Mareine empties into an underground lake here, one that is quite vast, and rather deep," he looked down at her. "Can you swim?" he asked.

Fluttershy shivered as she imagined the bottomless waters of the lake they were sailing. "A little," she replied. "There was a pond behind our farmhouse…in the summer I would sometimes go swimming in it…but it wasn't very deep."

Discord nodded his head, moving the oar at an even pace, grateful for the shadows, for in truth, he knew she could swim, as the memories of that night when he had watched her bathe in the lagoon came flooding back to him, as they did every night.

"How far do the tunnels go?" she asked, interrupting his thoughts, which he was grateful for.

"I have explored many…and yet I am not sure if I have explored them all," he simply stated. "I do know that those," he indicated towards his left, "lead to the infamous catacombs of medieval Maris. Trust me; those are some tunnels you do not wish to explore."

Fluttershy felt a shiver go down her body at the thought of coming across ancient skulls and skeletons of the mares and stallions who lived so long ago. A part of her yearned to know how he knew about the catacombs, but another part of her felt just fine without fully knowing as well.

They reached the other end of the lake and Discord jumped out of the boat, the water going up to his knees, as he pulled the gondola ashore and tethered it to a simple wooden post that rose out of the earth. He then removed the lamp from where it hung and extended his paw to Fluttershy. She wanted to know what he was going to show her, where exactly they were traveling, but she didn't ask, she simply let him take her arm and allowed him to lead her further into the darkness, past rocks and caverns, past pipes and tiny underground streams. She felt as if they were traveling to the center of the earth, but it came to her realization that instead of going down deeper, they were in fact…climbing upward.

The hard earthen ground had changed to stone steps. And there were lamps along the walls that Discord was slowly lighting one by one. The steps were wide, and they twisted in a spiral format. Fluttershy looked around her as Discord lit the lamps and noticed that there were stalls along the steps, some containing old blankets, others with moss and straw on the ground. "They used to keep animals down here," Discord explained, not having to see the curiosity on Fluttershy's face to know what she was thinking. "In the older days of the Maris Opera House, they sometimes had horses, cattle, and sheep on the stage for such operas. They aren't used anymore, but I remember when I first came here, all the noise they would make," he chuckled to himself. "The stagehooves never learned who was milking the cows when they came down to do it themselves."

Fluttershy smiled and could easily imagine the confusion, as well as Derpy's excitement at finding animals, if she knew about this place. After passing the animal stalls, Discord led her down a long passageway, passed large wooden wheels that were as big as a small building, with great ropes tethered around them. "What is this place?" she gasped, looking at the wheels with amazement.

"The mechanisms that control the curtains," Discord simply answered. "They aren't simply controlled by those ropes and sandbags that the stagehooves operate," he stopped her then. "Careful…there are some loose floorboards here."

Fluttershy's eyes went wide and looked down at her hooves, noticing that the boards where she stood did indeed look moldy and weak. She looked at Discord and how he was moving, that only on certain boards did he place his whole weight. She mimicked his steps, her confidence slowly growing, but let out a squeal when she felt one board give way beneath her hoof.

As before, Discord was there, his arm wrapping tightly around her and twirling her out of danger in front of him. "Are you alright?" he asked, seeing how she was panting from her sudden fright.

"Y-y-y-yes," Fluttershy stammered, trying to get her heart to beat at its normal rhythm. "Thank you," she whispered, blushing as she realized that his arm was still around her.

Discord released her, but took her hoof again, leading her past the giant wheels, through some more darkened chambers, ever climbing upwards. They continued their journey, till they reached what appeared to be the inside of a tower. Discord led the way, up a long and narrow spiral staircase, which contained no sconces for Discord to light. In fact, the staircase was so narrow, that Discord couldn't take the oil lamp with him as well as keep a hold of Fluttershy's arm, so they were climbing in pure darkness. Fluttershy kept her body flattened against the wall as they climbed higher and higher. She had no idea where he was taking her, and her curiosity was consuming her with every step, but she didn't want either of them to fall and break their necks!

"Stop here," he commanded. Fluttershy did as he told her, wishing she could see what was going on. She could hear him grunting as he pushed against something, and she squinted her eyes as she saw…a sliver of light? There was the sound of iron being moved, and then, before she could blink, her face was bathed in a flourish of snowflakes that fell from the ceiling door Discord had just opened. "At last," he sighed, emerging into the snow covered air, his paw guiding Fluttershy up through the door, helping her out…and it was then that she realized where they were.

"Oh dear heaven!" Fluttershy gasped, looking all around her. She was outside. The snow that was falling and swirling around her body and hitting her at every angle was not falling through holes in a cavern's ceiling…but from the actual sky above her head! They were standing on the roof of the Maris Opera House.

Discord chuckled at her reaction and walked over to edge of the roof, leaning against the familiar stone gargoyles. "Behold…Maris at dawn," he said quite simply, holding his paw and claw out to the city that still very much seemed asleep.

With tentative steps, Fluttershy followed Discord and gazed out at the city before her. Tiny lights dotted the streets, a few carriages were traveling here and there, but other than that, there wasn't a single living soul moving around. There were no fine mares or gentlecolts of fashion dressed in their silks and furs, parading their wares like peddlers at a market. There were no colts in front of the Opera House, advertising the next opera, and the beggars that were frequently seen to line the streets seemed to have disappeared from view as well. It was so quiet; in her brief time in Maris, Fluttershy had never seen the city this quiet.

Discord studied her as she gazed out over the sleeping city, admiring the way the snow clung to her pink hair, the rosy color of her cheeks, and the brightness in her eyes as she gazed upon the outside world for the first time since she had brought him back on that stormy night. "It's so lovely," she murmured. Discord couldn't help but agree, but it was not the city that had his attention. He couldn't imagine a time he thought she looked more beautiful.

"The view is breath-taking, but the one from Notre Mane is better."

Fluttershy stared at him with disbelief. "You have been to the top of Notre Mane?" she gasped.

He couldn't help but laugh. "Once, when I was much younger; I ventured out into the night without a care in the world, but even I, who have no fear of heights whatsoever, felt uneasy with being up there."

Fluttershy was simply amazed. "You…you go out often?" she asked, curious about everything that he did.

Discord felt his cheeks flush, as he all too well knew the reasons that drove him out into the night. "On occasion," he whispered. "I actually have…some who help me, by getting supplies for us, such as food, wine, fabric for clothes, blankets, oil for our lamps, etc." He grimaced somewhat. Madame Luna was his link to the outside world, and since their fight, they had not been on speaking terms with one another…which was not making life easy for all of them. It was his own damn fault, he knew, and it was his responsibility to settle things; he couldn't afford to be selfish.

He cleared his throat, changing the subject. "I wanted to bring you here for a reason," he murmured, fighting the urge to reach out and brush a strand of hair from her cheek.

Fluttershy couldn't help but smile somewhat. "You mean you didn't bring me up here to throw me off the roof?"

Discord realized her joke and found himself chuckling to it. "Tempting, it's true…but…" his voice grew serious again. "I wanted to show you…another part of my world that I know you have not seen…in fact, you are the only other pony who has come up here, besides me."

Fluttershy's eyes widened. "None of the others?"

Discord shook his head. "They don't care for heights, and…they shun the light of day even more than me," he sighed, feeling pity for his friends. Despite the scars he wore, he had more freedom than they could ever have.

Fluttershy blushed as realization came over her. While he had not yet said it to her directly, Discord was telling her by bringing her here, that he trusted her with the kind of trust one would give to a friend. He had taken her beyond the underground lair, into the Opera House itself, and above it. He was tempting her with a taste for freedom from his prison…but she did not feel the urge to run for her life, to escape him or the world he lived. She did however feel her heart ache for her father. She gazed out over the cold streets of Maris and wondered where he was. Could she see the apartment they had occupied from here? She peered through the mist, wondering if he was there. Was he worried about her? Was he alright? Would she ever see his face again?

Discord saw the pain in her eyes, knowing what she was thinking, but said nothing. Instead, he removed his cape and gently placed it around Fluttershy's shoulders, offering a smile of reassurance.

"Thank you," she whispered, pulling the cape closer around her body, her eyes fluttering shut as she breathed in his scent. "And…thank you for showing me this."

"Tis nothing," Discord whispered, turning his back to her and leaning against one of the stone ponies. "I have thought about what you said earlier…" he looked over his shoulder at her. "What is it that you wish to know about me?"

Fluttershy was taken aback by his abruptness, and at first thought perhaps he was mocking her. But she realized that he was being very sincere, and that this was a somewhat awkward moment for them both. He had not dismissed her request for wanting to be friends. "Well…I…I am curious…about Don Juan," she began. "How did the idea for the opera come to you?"

Discord couldn't help but give a cynical laugh. "You want to know about the story?" he clarified for her. "Well…when I first came to this theater, I knew very little about music and nothing at all about opera…but it just so happened that on the first night we had arrived…they were playing Faust. I snuck up to the catwalks high above the stage and watched the entire show from there. I was mesmerized by the spectacle…" he whispered, his eyes clouding over with memories. "And instantly, I felt a connection to music…so, as you can see, I have dedicated some of my work to my first exposure to opera."

Fluttershy did understand that, after all, Don Juan, like Faust, sold his soul to the devil, however in Discord's opera, it was to seek out revenge over the beautiful Aminta and her handsome lover. "And…the rest of the story?" she inquired, hoping she was not overstepping her boundaries.

Discord breathed in deeply. "I was 17 when I came here. Young and foolish; I knew nothing of the world or how it worked," he paused before continuing. "And nothing at all about mares."

Fluttershy had not expected this. Her entire attention was upon him like a rabbit being stalked by a wolf.

"Her name was Pinkamena," Discord continued, his teeth grinding somewhat as he said her name. "She was a dancer…a star, really. Graceful, beautiful, young…and stupid," he spat. "I was an idiot too, charmed by her beauty, dazzled by her talent, I composed songs, sonnets, all manners of love-sick poetry to her, signing them as if I were a mysterious ghost…thus giving birth to my infamous pseudonym," he chuckled, although there was little humor in his voice. "For two agonizing years I kept to the shadows, not once revealing who I was, thinking that she would seek me out, and when she did, she would be so in love with me that she would not care about my face or body…that she would see past it…" his voice was full and bitter. "But her true face was soon revealed to me," he growled.

He suddenly turned to face Fluttershy, and she took a quick step back as she saw old anger flare in his eyes. "Do you find the Prince handsome?" he asked, bitterness and hatred pouring out of his voice.

Fluttershy did not know what to say. Yes, strictly going by appearance, Blueblood was quite handsome. But she had a glimpse at the stallion beneath the invisible mask, and from what she could tell, he was pompous, arrogant, narcissistic, and disrespectful. Discord grew impatient. "Naturally you think so, all mares do," he grumbled, turning his attention back to the city.

Fluttershy opened her mouth to protest, not liking to be judged based on some silly thoughts by members of her sex, but Discord continued. "He was only 16 at the time…but he was just as much a hunter then as he is now."

Fluttershy wrapped the cape around her even tighter, feeling the cold invade her bones.

"I remember the day he came to the Opera House. He too found Pinkamena to be irresistible, and all it took for him was a sweet word or two, a kiss on the hoof…and she was on her back, her legs spread willingly from east to west, in a matter of seconds." Fluttershy flushed deeply at Discord's course words, but said nothing. Pain dripped from his lips as the melted snow dripped from her hair.

He sighed deeply, painfully. "What I had been doing for two years…the Prince had accomplished in a matter of minutes," the anger flared once again in his voice. "She assumed he had been the author of her romantic tokens, and he was all too willing to take the credit. I realized then the creature she truly was…vain, spoiled, conceited," he slammed his fist against the stone pony. "And so stupid…"

Fluttershy chewed on her bottom lip, clutching Discord's cape close to her body, yet also wanting to comfort him for his wounds. But she dared not move. "What happened to her?" she whispered.

"The stupid mare thought the Prince loved her and wanted to marry her, so she ran away to be with him. A year later, Blueblood returned, but Pinkamena was not with him. In fact, no one ever saw Pinkamena again, stupid mare," he muttered, flinging some snow over the edge of the roof.

Fluttershy felt Discord's pain as she took in the sad story he had told. Was the character of Aminta based on this mare? Fluttershy was not comfortable with the thought of herself playing a past love interest of his. "Satisfied?" Discord snapped.

Fluttershy flinched at the coldness in his voice, but refused to let it get to her. "I'm sorry Discord," she whispered.

Discord scoffed and rolled his eyes. "Please, the last thing I need from you are apologies for her."

"I'm not apologizing for her!" Fluttershy protested. "But I am sorry for the pain that you went through! I…I can tell from the way you mentioned her that…that at one point you loved her dearly-"

"I did not love her," Discord growled. "I was dazzled by her beauty and flattered by the way she read the poems I wrote for her…but I never loved her."

Fluttershy's brow furrowed. "B-b-but you said-"

He turned on her then, advancing towards her. "Have you ever been in love Fluttershy?" he asked.

"W-w-what?" Fluttershy took several steps back, suddenly feeling like the roof had shrunk.

"Have you ever been in love? Do you know what it feels like to love another and have that love returned?" he was practically yelling at this point.

What could she say? No, she had never known of that kind of love to be returned, but…she was so unsure of the feelings that were beating inside her heart. He confused her; he haunted her thoughts while awake and her dreams while asleep. His music constantly played over and over in her head, and when he stood before her, even now, looking all dark and menacing…she could not help but feel new unknown passions awaken in her blood. And despite his intimidating presence…Fluttershy knew she had nothing to fear of him. There was a trust she felt for this stallion, who several times that day had already caught her before falling. With these thoughts, she found herself standing her ground and squaring her shoulders to him. "The love that you speak, I…I have not known, but-"

Discord wasn't interested in hearing her reason, he was sick of reason; he just wanted to make his point and be done with it. "Then how can you possibly know or comprehend what I feel or have felt? Of all the ponies in this world, don't you think that I would know my feelings better than anyone else?" he turned from her then and stalked back over to the stone pony.

Fluttershy glared at his back, not ready to end this now. "I didn't force you to tell me this story!" she shouted. "But you did answer my question…now I know your basis for Aminta."

Discord kept his back to her. "Aminta is not Pinkamena. She is just a copy of what mares really are."

Fluttershy felt her face pale at his words. She stalked to where he stood and grabbed him by the shoulder, not caring that it took her whole strength to turn him around and face her. "And what am I, Discord?" she shouted. "After all, I am a mare…best that you tell me what I really am!"

Her spirit was alive and kindling with wildfire. Discord had never seen it in such a blaze, and for the first time in his life…he felt himself shrinking before another. "Calm down," he ordered in a hushed voice. "Do you want all of Maris to awake and know of our whereabouts?"

" To hell with them!" Fluttershy spat, surprised by her own crude words. "Tell me what you meant Discord! After all, I think I'm entitled as the mare who is playing this Jezebel for your opera!" she shoved her hooves against him. "You are saying that we are all deceitful creatures! That we use good stallions and their romantic tokens as means to make ourselves feel powerful, and then destroy them by throwing ourselves at the first handsome face with wealth and power that comes our way! My Goodness, is that what you truly think?"

Discord was growing annoyed by her words. "Am I wrong?"

Fluttershy threw his cape at him. "YES!" she shouted, stomping her hoof good and hard, breaking the snow all around it. "And how DARE you belittle me for feeling sorry for you! I do NOT pity you Discord! But I am sorry for the pain that she caused you, and I despise her for tainting your view on all mares! But let me assure you that not all mares are so fickle, conceited, and self-absorbed!"

Discord cocked his head to one side, admiring the fire that was fueling through her. "Really?"

"YES!" she shouted again. "I do not know the kind of love that you asked me earlier…but I know myself and what I have been taught. I have seen it with my very own eyes! My mother was the daughter of a Prench aristocrat, but she abandoned that life to be with my father, a poor immigrant. She loved him for the stallion he was, not for money or power or fame. And while it broke his heart that he could not give her all the luxuries she had before, she could never truly make him understand that those things meant nothing to her. He was all that mattered; his love was all that mattered! And I will not be judged upon the horrid deeds of Pinkamena and other mares like her!" Fluttershy stomped angrily.

Discord bit his lips to not grin at her.

"When I love a stallion…I will love him with my whole heart, with all of my being, my soul, and my mind. I will not cast him aside the second another enters my life, no matter how wealthy, handsome, or powerful he may be! I will not lie to him, I will not deceive him, but I will fight for him and stand loyally with him," tears were beginning to stream down her cheeks as she continued speaking. Discord's amused grin disappeared and he slowly began walking towards her. "When he is ill…I will nurse him, and when he is sad, I will comfort him," she choked. "I will be everything to him…his friend…his companion…h-his l-lover…a-a-and if he will have me…his wife," she whispered. She couldn't look at him now, especially since he was standing right in front of her, his body so close to hers.

Had he realized that she was talking about…about him?

Had she realized it? Perhaps she always knew…

Discord's heart felt strangely warmed by this mare. The feelings that had been raging through him ever since Fluttershy came into his life were reaching a boiling point. His memories of Pinkamena had threatened that stone exterior he kept around himself, and his fears for rejection, ridicule, and desertion came crashing back.

But Fluttershy's words filled him with new hope. Was it possible to believe that this beauty could love the beast that he was? She had asked him earlier if it was possible for them to be friends. Yes, yes, he wanted to be friends with her very much.

But it almost seemed too much to dream for anything more, despite the new hope Fluttershy gave him.

Fluttershy wiped her cheeks with the back of her hoof, shivering uncontrollably as the cold seeped through her dressing gown. "C-c-can we go back inside?" she asked. "It's very cold…"

Discord nodded his head and led her back towards the door they had come through. "I do not think the sun will be rising today," he murmured, surveying the cold gray sky overhead.

Fluttershy sighed. "I have almost forgotten what the sun looks like."

The trap door was open once again, and Fluttershy bit her lip, wondering how in the world she was going to climb down those steep steps. "Allow me," Discord murmured, going in front of her, and tethering a rope that was connected to the trap door. The rope was long and disappeared into the dark abyss. He wrapped his leg around the rope, creating a holster and securing himself within it. "Hold tight to me," he urged Fluttershy, his arm already moving around her waist.

Fluttershy was not sure about this; in fact, she had just realized how much she was scared of heights. "Discord-"

"Trust me, Angel."

She looked at him, his words melting over her like honey, and his arm felt strong and secure around her body. He had never called her that before…but she liked it very much. She nodded her head, her arms going around his shoulders and gripping him tightly, her head burrowing against his chest, biting back the scream as with one arm, he held onto the rope, and they gently, yet swiftly, floated to the ground.

It was over before she knew it. Fluttershy was still holding tightly to him even after her hooves were securely on the ground. "It's alright," he whispered, running a soothing paw through her hair.

Fluttershy lifted her head, looking around and realizing that they truly were back on the ground, and then her hooves began pounding against his chest. "Warn me next time about that being the only way of coming back down when you take me up anywhere!" she hissed, but she wasn't truly upset, just…shaken from everything that had taken place. It was more than simply arguing with him on the roof of Maris…it was coming to terms with what she had admitted to herself when she was declaring to him the kind of mare she would be…

She was in love with the Phantom of the Opera.

Discord's paw and claw lingered on her, his face so close to her own. So much had happened; this mare had the voice of an angel, she inspired his music like nothing else, she ignited his soul, and for the first time in over twenty years…she brought hope back to his heart. He was a monster…and yet she made him feel like a stallion.

"We best return, don't you think?" Fluttershy whispered. "B-b-before any stagehooves find us here?"

A sad smile crossed his lips. "You're right," he sighed. "Although all the stagehooves know that this is part of my domain…and that I choose to share it with them," he said simply. "If they saw me…and some of them have…they know best not to tell anyone, except to keep the legend of the Opera Ghost alive."

"Yes, but what would they say if they saw me with you?" she asked.

Discord grinned as he led her back to their lair. "That the Opera Ghost has a friend?"

Fluttershy stared up at him, a smile spreading across her lips. It was a start. Perhaps with time, she could teach the Opera Ghost to love again…


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Two more weeks passed since Discord had taken Fluttershy to the roof the Opera House. But in that period, so much had changed between the two of them, that if one had met them, they would never have suspected that once upon a time, Discord was holding Fluttershy against her will.

Indeed, even the others found the change to be startling. Discord still kept to himself for a large part; he would always be somewhat of an introvert. But his laughter would ring throughout the tunnels, a sound that was not often heard. In the past, Derpy was always cautious about approaching Discord; now, her fear for her master had practically disappeared. Rarity, who often brought Discord his meals to his chamber, was still getting over the compliments he would frequently give for her cooking, not to mention how he was just so much more…cheerful.

"Something has to be done about the Master," Rainbow Dash commented one evening during supper.

Shortround gave the mare a sour look. "Done? What needs to be done? The Master is in merry spirits!"

"Exactly!" Rainbow Dash grumbled. "And…well…it's just not right!"

Rarity, who was serving everyone, made a loud dismissive sound. "Pish posh! The Master has never been in better health, and merry spirits are good for him. One can not expect somepony in his prime to spend his life brooding away in darkness."

Rainbow Dash rolled her eyes. "Unless you looked in a mirror as of late, that's all we're good for! And while the Master isn't as cursed as we are…he's not a…a 'normal' stallion…to pretend that he is would be horrible!"

Shortround shook his head. "How so Rainbow Dash? How would it be horrible for the Master to be happy now and again? It's a blessing, I say. And what is 'normal' anyway? Down here, to be a 'freak of nature' is normal," he chuckled.

All the others chuckled with him, except for Rainbow Dash who was just looking as sour as ever before. "You think it's funny that the Master is abandoning his duties?"

Shortround's smile quickly disappeared. "What on earth are you groaning about?"

"It's her fault!" Rainbow Dash hissed.

"Hush!"Rarity snapped, not wanting anything rude said about Fluttershy.

"It is! Before she came here, the Master struck fear into the hearts of those who reside above! The legend of the Opera Ghost thrived, and no person dared cross the Phantom's rules or instructions for fear of death! But now…" she sighed. "Now, what threats has he made? What fear do ponies have? None! Because of his so-called 'merry spirits', the Phantom of the Opera is becoming more of a filly story to give people nightmares rather than an entity that controlled this place!"

Shortround groaned. "You truly are the most selfish pony I've met Rainbow Dash. Why don't you just say that you're afraid for yourself, that somepony will come down here and take you away-"

"DON'T BELITTLE ME, SHORTROUND!" Rainbow Dash roared. "You had best be worried about your own skin too! Without any threats from the Phantom, sooner or later ponies will not fear coming down here, and will find us!"

"Impossible!" Shortround retorted. "You know as well as I that any pony who doesn't know these passages will either find themselves trapped, lost…or worse. The Master designed them specially; we have nothing to worry about."

Rainbow Dash found herself chuckling, although it was a cold cynical chuckle. "Yes, of course, you're quite right Shortround…but wait! If I am not correct…isn't there a young mare amongst us who somehow…got past all those traps without a scratch on her?"

Shortround refused to meet Rainbow Dash's eyes, knowing fully well that the mare was right. "The odds of another having the same luck as Fluttershy would be extremely slim," he argued.

Rainbow Dash took a bite from the food on his plate. "But not impossible." She ignored the glares she was receiving from the others around the table and continued eating, knowing very well that she was upsetting Shortround who always made it a habit to say "grace" at supper.

"Y-y-you s-s-should be nicer t-to Fluttershy, Rainbow Dash," Derpy softly stuttered, poking at the food on her plate with her fork.

Rainbow Dash was surprised by the protest, not used to hearing Derpy stick up for herself…or anypony in that matter. "Oh really?" she drawled. "Are you threatening me?"

"Stop this nonsense!" Rarity ordered, putting a hoof on Derpy's arm to calm her.

"No Rarity, this is actually getting rather interesting!" Rainbow Dash chuckled. "I'm curious to see what Derpy will do to defend her 'lady fair'."

Derpy was beginning to tremble with anger. "S-s-she's good! A-a-and m-my friend! D-d-don't talk badly a-a-about her!" She pounded a hoof on the table, causing the plates to shake. "A-a-and don't b-b-belittle me e-e-either, Rainbow Dash!"

Rainbow Dash leaned back in her chair. "I must say…I'm impressed Derpy," she sighed, bowing her head. "In all the time I've known you…you've never stuck up for anypony, even yourself…and yet here you are…defending your gypsy mare and telling me to, more or less, keep my mouth shut."

Derpy was still trembling, but she was unsure what to say or how to react to Rainbow Dash's words. Then, when Rainbow Dash began to chuckle, Derpy found herself grinning and laughing back. "At least she's good for something," Rainbow Dash muttered, grabbing hold of a wine bottle and pouring a hefty amount into her cup.

Derpy's smile faded into a dark frown. "S-s-she's good for m-m-m-many things…and if you d-d-d-disagree…t-t-then you'll have to g-g-go through me!" she threatened, her hoof slamming down once more onto the table.

"Please!" Rarity cried, worried for the food that was still on the table. "This behavior is highly inappropriate for the dinner table! I am deeply ashamed of you both!"

Rainbow Dash rolled her eyes. "You should be proud! Today Derpy has grown up and has finally stood up to me," she laughed, raising her glass and clinking it with Derpy's.

"That's enough!" Rarity barked, raising her fork in the direction of Rainbow Dash. "Let this be the last word on the subject…the Master has always taken care of us and will continue to do so! But the stallion is allowed some happiness for all the burdens he bears, including us," she emphasized, looking directly at Rainbow Dash. "We serve him, yes, but if not for him, we'd have no food on our table, no clothes to wear, no books to read," She cast a look at Derpy, "and for all I know, we'd still be prisoners to that bloody carnival! So I suggest," she growled, looking at each and every one of them, "that you show some gratitude by eating the food on your plates and giving the Master some peace!" She sat back down, shaken from her anger, and stuffed her mouth full of potatoes.

The others said nothing, just stared at their plates in silence.

"Well…that was passionate, I must say."

All four heads turned to one of the shadowed corners from which Discord emerged, his paw and claw coming together in applause. Everypony's eyes were wide; their mouths open, wondering how long he had been standing there. Rainbow Dash turned very pale.

"Master," Rarity said, quickly rising from her chair.

"Sit and eat, you've said quite enough for tonight," Discord reassured, a gentle paw reaching out and patting her shoulder. His eyes were locked on Rainbow Dash, who was trembling in his chair.

"Master…I…I just w-want to say-"

"You needn't say anything, Shortround," Discord sighed, admiring the food on the table. "Roast potatoes, baked bread, and for a main course…surely that's not artichoke, is it?"

"Cabbage!" Derpy said happily. "R-r-roasted Cabbage…w-w-which I helped with p-preparing!" she stated proudly.

Discord smiled at Derpy and patted her shoulder. "Indeed…you have proven yourself grown up in many ways, Derpy," Discord said proudly. Derpy couldn't help but beam.

Rainbow Dash however was sinking in her chair. "C-c-can I f-f-fetch you plate, Master?" Rarity offered, again rising from her chair.

"Stay and eat your food Rarity, you work far too hard to be serving anyone any further," Discord commanded gently, but with great authority. Rarity sat right back down and gazed up at Discord as he continued to circle the table. "I merely came to say that there is no need to bring any dinner to my chamber…"

"Oh?" Rarity asked, still unsure of how to react. Discord seemed to possess a dangerous calm about himself. "D-d-do you know when we shall expect Fluttershy?"

Discord smiled. "Mademoiselle Fluttershy shall be joining me this evening…I actually came to see if there is a basket that I may place some food in."

"I shall fetch it for you Master," Shortround said quickly, rising from his chair and shuffling out of the chamber.

Discord smiled after Shortround and then came to Discord's chair, smiling down at the mare. Rainbow Dash avoided Discord's eyes at all times, focusing her whole attention to the cup of wine she held in her hoof. "I must say Rainbow Dash…I had no idea how worried you were about everypony's safety here," Discord sighed, coming around Rainbow Dash's chair and seating himself in the spot where Shortround had been.

Rainbow Dash said nothing; she simply continued to drink her wine.

"Indeed," Discord sighed, "I also was rather surprised by your words…I had rather thought that you and Mademoiselle Fluttershy were getting on much better." Discord stretched himself out in the chair, his paw and claw lounging on the arms, his legs crossing over one another, his head leaning back as he gazed at Rainbow Dash. "Perhaps there is something you wish to explain?"

Rainbow Dash took another swig from her cup. "N-n-no Master," she whispered.

"No? No there is nothing you wish to explain? Or no, things are not going well between you and Mademoiselle Fluttershy?"

Rainbow Dash swallowed the lump in her throat. "I…I j-just meant-"

"Please speak up Rainbow Dash, I have been playing the organ for a good portion of the day and confess that my hearing is not as keen as it normally would be."

Rainbow Dash swallowed again. "I only meant that…i-if Fluttershy-"

"Mademoiselle Fluttershy," Discord corrected. "Until you are on better terms, I think you should remain formal, don't you?"

Rainbow Dash felt sweat dripping from her brow into her eyes. "Y-y-yes Master," she muttered. "I…I'm only concerned that…if Mademoiselle Fluttershy c-c-could get down here…o-others may a-a-as well."

Discord nodded his head and leaned forward, his arms coming to rest on the table. "Yes, I can understand your concern…but…thankfully, I know I can depend upon you to be on guard in case that did happen, yes?"

Rainbow Dash nodded her head, her eyes remaining downcast to the table.

Discord smiled. "Good," he said, giving Rainbow Dash's shoulder a hearty shake. "And as for your 'concern' that I am not doing my duties as the infamous 'Phantom of the Opera'…" he rose from his chair and leaned close to Rainbow Dash, his face near the mare's ear, his voice so soft, but so dangerous. "Answer me truthfully, Rainbow Dash…do you find me fearsome now?"

Rainbow Dash bit her lip, her whole body trembling.


"Y-y-y-yes M-m-m-master," she stammered.

"Good, I'm glad," Discord whispered. "Never forget…" he emphasized, his teeth clipped and his voice a hiss in the mare's ear. "I know my place and my duties…so it's wise that you remember yours."

Rainbow Dash nodded her head fervently, still looking away, her teeth biting her lip to keep from crying out.

Satisfied that his point was clearly made, Discord moved away from the trembling mare, his paw coming down on Rainbow Dash's shoulder, this time giving it a pat of reassurance. "I promise you, you'll never see that place again," he whispered, compassion coming over him for the mare who feared the carnival more than anypony else.

Discord turned to see Shortround, standing in the entryway of the cavern, holding the basket of food. "Ah! Thank you Shortround," Discord said rather jovially, taking the basket from him. "Enjoy your dinner."

They watched him disappear into the shadows, just as suddenly as he had arrived. Shortround went back to his seat, his eyes looking desperately at Rarity, hoping for an explanation, but she gave none, she simply continued to eat her food in silence. It was Derpy who broke the silence, sitting tall and proud in her seat. "The Master agrees that t-t-today, I've grown up!" she poured herself a small cup of wine and lifted it high into the air. "To Fluttershy!" she said happily. "I'm v-v-very happy s-s-s-she came!"


Fluttershy was grinning from ear to ear as she listened to the beautiful music being played beneath her. Every December right before Christmas, the Opera House gave a free public concert of Handel's Messiah. It was simple, yet elegant; the stage decorated with red and white roses, the four principle soloists sitting on four elegant red velvet chairs while the chorus stood behind them. The orchestra was playing with great gusto, and Fluttershy couldn't help but hum softly to some of the familiar tunes that her father had played on his violin every Christmas. And, much to her relief, this was one performance Fleur De Lis officially did not participate in. According to Discord, Fleur De Lis would not participate in something as meager as a public choral concert.

Fluttershy still couldn't believe it; she grinned at Discord and then smiled down at the musicians on the tiny stage beneath her. Both she and Discord were sitting on a cat walk high above the auditorium, close the Opera House's grand chandelier that hung over the audience. No one would see them, and no stage hooves would come up to where they were during the performance. It was as if she were at a private concert.

Earlier that evening, after a long rehearsal, Discord congratulated her on her progress, and felt that it was time for a treat. Fluttershy had no idea what he meant, as he had never given her a "treat" before after a rehearsal, but she couldn't help but grin when he told her to wear one of her more "elegant" gowns for that evening, and to come with an empty stomach. Fluttershy did exactly as she was told, and at exactly seven o'clock, he arrived at her chamber, dressed in one his finest black suits, wearing a crisp clean white linen shirt, cravat, and tie. He held out a rose for her, which took Fluttershy by surprise, for she was still unsure about how he felt towards her, but her heart skipped a beat as he offered her the flower and bent to kiss her hoof, hoping beyond anything that perhaps, he too, was feeling something more.

Discord still had no idea what possessed him to make such an offer. Since their conversation on the roof, he was going out of his way to be more open with her, to share his thoughts, not only on music, but on books, art, and philosophy as well. Always the professional musician, Discord would quickly bring them back to the task at hoof if their conversation began to wander during rehearsals. But she was lingering more after rehearsals to speak with him, and he now and then found himself going to her chamber, to either learn her thoughts on something, or to simply bid her goodnight. It was strange, this friendship he had with her, but he had hoped that it would help fight the strange emotions that were raging through him. Sadly, he was finding that instead, it was kindling them.

Yet he ignored his discomfort about such things and tried to focus on his music when they were apart. He was working hard with the stage and art directions for Don Juan, as well as sending up instructions daily to the managers to begin ordering supplies for the opera. He was quite determined to see it performed before the season ended. Yet with so much work at hoof, Discord knew that both he and Fluttershy needed a break of some sort…and knowing that it was the evening for Messiah, he could not imagine a better treat for his rising star than a night at the opera.

He felt like a fool, a stallion well past the age to behave like a love-sick school filly, but he couldn't stop grinning at the thought of her surprise when she learned what he had in store. He went to kitchens of his lair, momentarily taking care of some unpleasant business with Rainbow Dash before fetching the food, and then arriving to take Fluttershy to her surprise.

She was a vision like nothing else he had seen. Indeed, he felt his heart stop at the sight of her.

He had instructed her to wear the most elegant gown she had, not remembering what he had brought her so many weeks ago, but he was not prepared for what he saw. She was a vision in ivory; the gown sparkled, hugging her curves deliciously and then fanning out into a full skirt that made her look like a princess from a fairy tale. He would not have been surprised if it were glass slippers she wore under the skirt. She wore white satin gloves that went up to her elbows, and the old locket that she always wore hung delicately on her neck. Of all her gowns, this one was also the most revealing; the thin lace that served as sleeves revealed her creamy shoulders, and the neckline was dangerously low. When she greeted him, she smiled a dazzling innocent sweet smile, and then did a little twirl, asking him if she had followed his instructions properly. Discord could only nod his head, his voice momentarily gone. This was an image that would forever be burned into his mind.

They then proceeded to the catwalk, going by the underground lake, past the old animal stalls, and up some old steps that he knew were abandoned, and safe for her to climb. When Discord opened the trap door to the catwalk, Fluttershy gasped, the grand chandelier being the first thing to greet her eyes. He took her arm led her to a place on the catwalk where he knew they would be secluded in shadows, but where she would have the best view of the stage. He proceeded to lower his cape for them to sit on, and then revealed the food that had been prepared for their supper. He also revealed a bottle of wine and two glasses that were in the basket as well. Fluttershy couldn't help but giggle as Discord insisted on a toast to the evening.

"What shall we drink to?" he asked, raising his glass.

Fluttershy smiled, feeling her cheeks become aflame. "To the Angel of Music," she whispered.

Discord's brow furrowed at her words. "The what?" he asked, hoping he did not sound as if he were ridiculing her, just simply…curious to what she meant.

Fluttershy smiled and clinked her glass with his. "The Angel of Music," she said again, as if anypony would understand what she was talking about. "The Angel of Music was what brought me here…to this city, to this place…and to this moment."

Discord cocked an eyebrow at her words, curious to know more about this mysterious angel she spoke of, but clinked his glass with hers and raised it to his lips. "To your angel," he whispered, before drinking.

Fluttershy took her drink, wondering if Discord knew that her angel was indeed…him.

They ate the roast cabbage, potatoes, and bread that Rarity had previously prepared, talking quietly with one another, Fluttershy trying to guess what would be performed that evening. Discord couldn't help but find her charming, how she seemed like a little filly, fidgeting with excitement every time she heard the orchestra tune their instruments, trying to figure out what music it was they were going to perform. And then, the curtains opened and the orchestra began to play, and Fluttershy immediately recognized the opening song. "Handel's Messiah! she squealed happily, and without thinking, she leaned against the catwalk, her arms clinging to the ropes that separated her from falling to her death, and her hooves, coming out from under her skirt and dangling over the edge. It was positively unmarelike, but neither Fluttershy nor Discord cared; he had never seen her so happy…and he knew that this was the image that would truly stay with him for the rest of his life.

She kept grinning at the stage, and then at him while the musicians below filled the auditorium with their songs; her hooves swinging back and forth like a filly. Discord however kept his gaze focused on Fluttershy. He was glad that for at least one night, he could give her something to be happy about, something that may take away the pain of being his prisoner and losing her father, if only briefly. He found himself frowning as he remembered Rainbow Dash's words, his fear that Discord had more or less, gone soft; forgotten his duties to strike fear into the hearts of others as the infamous Phantom. Truth was…Discord had forgotten. He was finding bliss with Fluttershy, bliss in her voice, and bliss in her presence. He had never truly known happiness till she had come into his life…and it frightened him.

Was his guard down? Would others attempt to explore the places they knew were forbidden? He had made a vow to protect his friends, promising that they would never again know what it was like to be behind bars and subjected to humiliation. Rainbow Dash needed to be taught a lesson, Discord could see that…but he pitied the mare all the same, knowing that it was her fear that drove her to such mad fits. He glanced at Fluttershy again, thinking perhaps he did need to keep his distance, at least more so than he was now; he needed to stay focused and alert…but he could not imagine a life without her voice singing sweetly to heaven, or her laughter filling his ears. Even now, as she softly hummed to the songs below, he could feel himself being lost in the bliss that she offered. For the first time in his life…light was coming into the shadowy depths of his soul.

He then remembered Rarity's words, about how he "deserved" some happiness. He looked at Fluttershy again, thinking exactly that as he watched her face glow with excitement.

"Oh Discord thank you so much for this!" Fluttershy whispered, leaning a little closer as the famous "Hallelujah Chorus" began to play. "Oh I love this song, I-oh!" she gasped as she had leaned far too close on the catwalk, but Discord was there, his strong arms wrapping around her waist and pulling her safely back onto the catwalk.

"Careful!" he hissed, his arm slipping under her skirts and pulling her fully back. Fluttershy blushed as she felt his arm briefly brush her legs, but she was more ashamed of her fillyish behavior than anything.

"I'm sorry," she whispered. "I was being foolish, I-"

Discord had placed a paw to her lips. "You were merely excited, it's alright," he whispered. "Just be more careful…and enjoy the song." Fluttershy smiled at him and turned her attention back to the stage as the chorus continued to sing.

The incident had startled them both so much that neither of them had realized that one of Fluttershy's shoes had fallen from her hooves, landing softly in Box 5 beneath them. But this was no ordinary box…it was the one that the Prince occupied.

Blueblood didn't normally come to these public concerts, he saw no point as no money was made in them. But tonight, he came with hopes that perhaps the elusive Mademoiselle Fluttershy would arrive. It angered him that the private investigator he was paying quite handsomely had not found anything; but Blueblood was determined to uncover the whereabouts of the missing costume mare before her wealthy and isolated grandfather died.

"What the devil?" he hissed, when the falling shoe landed at his hooves. He looked up at the ceiling of the box, seeing nothing, and then leaned out over the edge, trying to see where the shoe may have come from, but saw nothing.

"Is something wrong monsieur?" an usher appeared, having heard the Prince swearing.

"Tis nothing," Blueblood muttered, his paw waving at the usher in a dismissive manner. He picked the shoe up and examined it, noting how fine it was. Where could such a thing come from? It was the kind of slipper a mare of great fashion would wear, but there were no boxes above him…and it had come from above…so where had it come from? He glanced back out over the edge of his box to the ceiling above. All he could see was the chandelier…and what looked to be a catwalk, although it was hard to tell with shadows covering it.

Impossible, he thought. No mare would be up there…must have been some drunken stage hoof playing a trick. Well, he'd have that settled tomorrow. Blueblood rose from the box, clearly bored from the evening's festivities. "Get me my carriage," he ordered the usher. He glanced one last time at the shoe, and decided to take it with him, as evidence to be used against whomever the idiot was that chose to play the prank.

A few more songs later, the performance had ended. Fluttershy, like the rest of the audience, rose to her hooves and clapped heartily to the performers on stage. "Oh!" she gasped, gripping the rope of the catwalk as she tried to find her balance.

"Is everything alright?" Discord asked, vaulting to his feet when he noticed her stumble.

"Oh…just…" she felt around with her hoof, but couldn't find her missing shoe. "Excuse me," she muttered, lifting her skirts, trying to see where it had gone, but…it was nowhere to be seen. "How odd…" she murmured.

"What?" Discord asked, concern etched across his masked face.

Fluttershy bit her lip, wondering if he would be terribly upset with her. "I can't find my slipper…the one to my left hoof…it seems…oh no."

Fluttershy knew the answer before she said another word. "I think we can be assured that since there was no gasping or screaming in the middle of the performance, your shoe did not hit anypony."

"Yes, but…shouldn't we be worried? I mean…don't you think somepony will wonder who was up here?" Fluttershy bit her lip, fearing that perhaps she had given away the Phantom's secret, but Discord couldn't help but grin at her worry.

"Nonsense," he assured her. "There is nothing to fear or fret about…" his eyes briefly caught that of a petrified stage hoof who was walking along another nearby catwalk and who also turned and fled at the sight of the Phantom. "But we should be on our way."

Fluttershy nodded her head, feeling tired from the night's events, still in awe of everything that they had shared. She felt so honored by what Discord had done, to think of her and bring her here to this performance, and she was so grateful for the growing friendship between the two of them…but her heart ached with love for him that she feared would never be returned.

She followed him safely down from the catwalk, and down the steps they had climbed to reach it, but she cursed her stupidity for losing her shoe, as the ground hurt her stocking-covered feet, (she had removed the other shoe and was now holding it). Sensing what she was thinking, Discord spun around and without a word, scooped her up into his arms as if she weighed next to nothing.

"OH!" she gasped, finding her arms around his neck and shoulders. "T-t-this is not necessary…t-t-thank you, but-"

"I will not have you hobble all the way back," he argued. "And you're tired…rest Fluttershy…" his voice was soft, warm, and deep; very hypnotic. Fluttershy's mouth closed and felt her eyes grow heavy, relishing the feel of his strong arms holding her, his black cape swirling around her, carrying her like one of the dark heroes from her books. Her head fell to his shoulder, and her eyes fluttered shut as he continued to carry her without struggle or complaint.

Discord was still surprised from what he had done. But it was as if an unknown instinct had taken over, and without a thought or care, he scooped her up and began to carry her as if…as if he had always done so. And she felt so right…she was small, but not thin; just the perfect shape really, and she fit so perfectly in his arms. He had not realized that he had been holding his breath when he felt her head fall to his shoulder. How could this be? How could this angel be here, with him, allowing him to hold her? To touch her? He was a monster! She had seen, several times, what his body looked like and what lay beneath his mask! And yet…she had fallen asleep in his demon arms.

Oh God above…he was done for.

He placed her very carefully in the gondola, and then sailed them back to the shore of his lair. He picked her up without struggle once again, and carried her to her chamber, where he laid her softly, gently, upon her bed, her hair spilling around her pillow like a pink silken wave. He took a blanket and carefully laid it over her gown, checked that her fire was blazing warmly, and then pulled the lace curtains around the bed to offer her more privacy.


He was startled by the soft voice, thinking she was asleep. "I'm here," he whispered, bending to one knee so his face was at the same level as hers.

Her eyes momentarily fluttered open so she could see him, and she smiled. "T-t-thank you…for tonight…" she whispered.

He smiled back and without thinking, found himself leaning forward and placing a kiss to her forehead. "It was my pleasure angel," he whispered back, before quickly rising and hurrying out of there.

What had possessed him to kiss her? He was amazed that she hadn't screamed at the feel of his odd-shaped lips touching her flawless coat. But her words rang through his head; she had thanked him for what he had done, for his surprise, for his gift to her. In a world where he saw countless mares fawn over jewels and diamonds, his Fluttershy had thanked him for taking her to a secret place, eating a simple meal, and watching a choral concert. Perhaps she was right; Fluttershy was not like these mares he had based Aminta on. If she were moved by something as simple as music…perhaps it was possible to dream, to believe that…that she could love–

"Madness," he scoffed at himself, before entering his chamber and grabbing hold of a bottle of wine. He always knew he was on the brink of madness, but now…now he feared he was quickly toppling over the edge. "I will control this," he ordered to himself before taking a deep drink. "I will conquer this!"


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Blueblood groaned and rubbed the bridge of his nose while the managers before him argued back and forth about the notes they held in their hooves. He had come to the Opera House that day to complain about the staff that was being careless overhead, bringing the infamous shoe that had fallen into his box. The managers however had other things on their minds.

"We can not ignore these any longer, Flim! Something has to be done!" Flam shouted, throwing the notes he was holding up in the air.

Flim rolled his eyes. "And what do you suggest? Going through with his orders? Stopping our schedule to rehearse and perform this…this…garbage?" Flim said with disgust, motioning toward a copy of the finished opera that lay on his desk.

Blueblood's eyes flashed to the score that lay on the desk and felt the anger rise within him. This Phantom thing was really going too far.

"What is that…" he asked, his voice clipped, "and when did it arrive?"

Flim waved his hoof nonchalantly. "A few days ago. Dreadful thing; I don't know why I haven't destroyed it yet." Although Blueblood knew the answer to Flim's query. While the older manager was not ready to admit it, his superstition towards the infamous Phantom was growing like his partner's.

Flam was massaging the temples of his head. "We have to do something; I mean it's going too far!" Before the others could protest, he quickly continued. "I'm not saying I believe that there is an Opera Ghost! I'm just saying…we can't treat this lightly anymore! I mean…look at these notes!" he practically thrusted them into Bluevlood's face. "Sabotage! Destruction! Death! Why, he's even threatened to cut down the chandelier if we do not comply!"

Blueboodl's hoof hit Flam's, causing the notes to fly about, telling the younger manager exactly what he thought of the Phantom's notes.

Flim, who always thought himself calm, collected, and realistic, found he too was at a loss. "I for one do not believe we should give in to the Phantom's demands…but…" he sighed, "Flam is right, something needs to be done about this character."

Blueblood groaned and withdrew a cigar from his pocket. "So you're suggesting we light torches, grab our pitchforks, and storm the backstage of the Maris Opera House?" he took one long puff on the cigar and blew a cloud of smoke at the managers. "Thank you gentlecolts, for showing me that I am indeed the patron of an insane asylum."

Flam ignored the Prince's sarcasm. "Monsieur, like you, I do not believe there is a 'Phantom of the Opera'." Blueblood began to scoff, but Flam quickly continued. "I, like Flim, do not believe in ghosts! But I do believe in pranksters; and I believe that is the case we have here."

Blueblood took a long inhale from his cigar, pondering Flam's words. Perhaps these stallions had brains after all.

Flim stepped forward nodding his head. "I too believe that is what we have here; somepony who thinks it a great joke to make demands of the Maris Opera House in the name of its infamous ghost."

Blueblood exhaled the smoke from his cigar. "That's what I've been telling you all along," he muttered, his gaze turning toward the fireplace in the office, his green eyes glowing with the fire's reflection. "Yet I do not find these jokes, these ghost stories amusing…especially since I'm losing more money than gaining, from them."

At the mention of money the managers tensed and began looking at each other nervously. Blueblood took instant notice and felt his anger begin to boil again. "Tell me."

It wasn't a question; it was a demand.

"Well," Flim started, his hooves moving to straighten his suit jacket while his eyes avoided the Prince's. "It is simply…you see, Fleur De Lis…"

Blueblood was growing most impatient and he rubbed the burnt tip of his cigar on Flim's desk to show his irritation.

"She refuses to sing," Flam finished.

If Blueblood had been smoking at that exact moment, he would have begun choking. Instead, he looked as though somepony had just come along and punched in him the stomach. "WHAT? WHY?" he demanded after the shock allowed him.

Flam quickly continued. "She's been receiving death threats! Personal letters sent to her! We only just found out about these yesterday," he quickly answered before Blueblood could demand why he had not been informed of these threats to the Opera House's star.

"The last few performances have been disasters; she's been drugged, kidnapped, and taken ill by mysterious circumstances. And now with these letters…" Flim sighed and handed the fuming Prince one of Fleur De Lis' notes.

"My dear madam," Blueblood began. "Your days at the Maris Opera are numbered. Be grateful it was not strychnine in the glass that you consumed before the performance of Hannibal. I will not be so kind in the future. A new rising star is coming down from the heavens to replace you…I suggest, senora, that you take my advice and end your time here in Maris before I end it permanently. I remain, ever, O.G."

Blueblood's voice had become a hiss by the end of the note. He had not failed to notice that when the note was sealed, the wax seal was a red skull. This prankster did indeed have a flair for the dramatics.

"She destroyed all the other notes," Flam explained. "But she swears this one was her seventh."

Blueblood immediately crumpled the note in his hoof and tossed it into the roaring fireplace. "I have not invested this much money into a project, only to see it go bust due to a myth!" he spat, turning on the managers, his eyes ablaze with fury.

"I WANT TO KNOW WHO THIS PONY IS!" he shouted. "I WANT AN INVESTIGATION CONDUCTED ON EVERY EMPLOYEE OF THIS THEATER!" he turned and gazed at the shoe that had fallen into his box the previous night. "There are ponies here who are not showing their betters the proper respect…AND I INTEND TO SMOKE THEM OUT!" he threw the shoe into the fire at that point, and both Flam and Flim jumped as the thing erupted into flames.

"An…an investigation, monsieur?" Flam asked, unsure what exactly that entailed.

"Yes," Blueblood hissed. "I want every stallion–" he paused as he saw Madame Luna pass the office, "–and mare interrogated. I know that these 'ghost stories' are popular amongst the dancers and that they are spread about by the stagehooves. Start there…" he instructed. "But I want everyone questioned. And I want it done now."

He turned to go but both Flim and Flam tried to call him back. "But monsieur! We have never gone about such things! How on earth do we do this?"

Bueblood grabbed his gloves and hat before turning and snarling, "Just get it done! Or I'll remove my patronage from this place by the New Year!" He slammed the door shut to the office and stalked off in the direction Madame Luna had gone. Lucky for him, she was still in the grand foyer.

"Good morning, madam," Blueblood said with a courteous bow, although it was all done for dramatic effect. She was on the top of his list of "would-be Phantoms".

Madame Luna turned with slight surprise at the Prince's voice, but returned his bow with a cold but courteous nod of her head. "Monsieur Blueblood," she whispered.

"I trust you are in good health?" Blueblood asked, although he continued onward, not giving her the opportunity to reply. "I apologize if you overheard that dreadful argument in the manager's office."

"No apology is necessary monsieur," Madame Luna replied icily. "I do not make it a practice to listen to the private conversations of others."

Blueblood flashed the dance mistress a smile, although they both knew it was false. "We were discussing the letters that the 'Phantom of the Opera', or 'O.G.' as he addresses himself, has been sending. The content of some were rather…dark and monstrous. I pray, you have not been threatened by any means?" he asked oh so sweetly.

Madame Luna smiled, although it was a cold sarcastic smile. "I am touched by your concern monsieur…but I assure you, no threats have reached me, at least not yet."

Blueblood was not surprised. "For that I am glad to hear. I must say…all these sudden threats and demands; oh I know letters have been sent before, but I have never seen this many. It seems this 'Phantom' is working extra hard to have things go his way, does it not?"

Madame Luna nodded her head. "Indeed. It is rather fascinating, I must say."

Blueblood lifted an eyebrow. "Fascinating?"

Madame Luna could not hide the smile that was threatening to break. "Oh yes, quite fascinating. Fascinating that a character that you claim does not exist and that you have repeatedly sworn is nothing more than a myth…is causing you so much stress and costing you so much money."

Blueblood's mouth fell open and he stared at the smiling dance mistress. She bowed her head to him, saying, "Good day monsieur," before leaving him standing stunned in the foyer.

He felt his face burn, his coat turning red, red as fire, and before the anger threatened to burst, he stormed out of the Opera House, slamming his hat on his head, and took quick long strides to his carriage. Yet before he climbed in, a voice erupted from behind.

"Monsieur! Monsieur Prince!"

Blueblood was in no mood to speak to anyone, but the last pony he expected to see come running toward him was the stallion he had hired to find Fluttershy.

"Oh thank Goodness monsieur, the housekeeper told me I could find you at the Opera House, but I have been looking-"

Without a word Blueblood reached forward, grabbed Crafty Crate by the collar of his coat, and pulled him into the carriage. "Idiot!" Blueblood growled, his eyes searching the streets to see if anyone had taken notice, but people were going about their business as usual. He turned and eyed the private investigator who was mopping up his sweaty brow with a hoofkerchief. "I thought it was made quite clear that you were not to seek me out or come to this place!" he hissed, resisting every urge to beat the smaller pony with his cane.

Crafty Crate bit his lip and glowered in his seat. "Forgive me monsieur, but…I had to come here! I have no choice," he groaned, hanging his head in shame.

"I am at a brick wall, monsieur," Crafty Crate sadly moaned. "I have been searching for the whereabouts of Mademoiselle Fluttershy for weeks, but I have been unable to find anything new. As you know, I have been to the residence of the Marquise Filthy Rich, but the household knew nothing about the young mare. The Marquise's valet was kind enough to speak with me and told me of the village that Fluttershy and his family had resided in, but when I reached the village–which is a small farming community, nothing more than country bumpkins if I do say so monsieur," Crafty Crate added but quickly continued based on the look of annoyance on the Prince's face. "When I reached the village, no one could give me any information that I had not already learned through the Marquise's household. That the Marquise had seized the farm which had been the home to Time Turner and his daughter, and the two had gone to Maris with hopes of finding work at the Maris Opera House."

"Yes, yes, you're right, nothing that we didn't already know," Blueblood muttered. "So there better be a point with this story, and a good point at that."

Crafty Crate sighed. "I was able to discover the apartment that Time Turner and the mare had been renting. The mare who runs the place informed me that the last time she had seen Time Turner and his daughter had been on the morning of October 24."

Blueblood's head perked up at this. "The day of the opening gala," he whispered.

Crafty Crate nodded his head vigorously. "The mare has not seen either of them since, and neither had given any indication that they would not be returning. She held their place for a month, and after that, she gave their apartment to new tenants. She still has had no word."

Blueblood was gazing out the window of his carriage at the Opera House. This mystery was growing more and more intriguing by the minute. For it was the night of the opening gala that Time Turner had come bursting into his club, raving about a monster–no, the Phantom–who had kidnapped Fluttershy and was keeping her prisoner.

And since that day, the mare had not been seen since.

Blueblood's eyes narrowing at the sight of the Opera House, a cold feeling running through his blood.

"So you see monsieur, I have no choice…I must continue my investigation here," Crafty Crate explained, looking most distressed. "But not to worry, I will be most careful, I will avoid Madame Luna at all costs…although it will probably not matter," his voice sounded muffled, as if he was about to cry. "She has extracted her case from my services, believing me to be an imbecile," he wailed, quickly dabbing his eyes with the hoofkerchief.

Blueblood groaned at the sound of Crafty Crates lament. "Get a hold yourself!" he hissed, returning his gaze back to the Opera House. A plan was forming in his mind…

"What do you know about the Maris Opera House, Crafty Crate?" he casually asked, his gaze never leaving the grand building.

Crafty Crate blew his nose and followed the Prince's gaze. "Regarded as one of the greatest architectural gems of Maris. Why, it's hailed to be one of the greatest arenas for music in all of Equestria. But I do not consider myself an opera stallion to be honest," he sniffled.

Blueblood ignored François' last comment. "Have you ever heard of the place…being haunted?" he asked, turning his attention back to the private investigator.

Crafty Crate was surprised by this question. He had considered the Prince to be a stallion of reason, not a stallion who was ruled by flights of fancy. "I'm afraid I have not, monsieur…but every building has a story, does it not? And…from what I understand, ponies who work in theater are a superstitious lot."

"Indeed," Blueblood muttered, glancing at the Opera House one last time before focusing all of his attention on Crafty Crate. "There is a ghost story that haunts the Maris Opera House…a specter known as the 'Phantom of the Opera'. There's no such creature of course…but somepony has decided to take this 'myth' and try to make it real."

Crafty Crate nodded his head, reaching into his coat pocket for a pen and some paper. "So you'd like me to track down this 'Phantom' for you monsieur?"

Blueblood's eyes widened at Crafty Crate's words. "No you fool! I'm not giving you a new assignment, especially since you haven't solved the old one!" he turned from Crafty Crate in disgust. "I am conducting an investigation of every employee of the Maris Opera House," he paused, his eyes reflecting the fire that had blazed in them back in the managers' office. "I intend to smoke the villain out," he growled low beneath his breath. "And if anyone becomes suspicious as to why you are going about asking questions of the allusive Fluttershy this is to be your cloak of disguise."

Now Crafty Crate understood, although he had rather hoped that the Prince would change his mind about the mare and pay him for his troubles or give him something new to chase. He was finding this search tiresome. "I shall between my inquiries–"

"Today," Blueblood finished, rapping his hoof against the ceiling of his carriage.

Crafty Crate paled and found himself stuttering. "T-t-t-today?"

Blueblood nodded his head while the driver opened the carriage door. "And I want the information by Christmas," he added with a wave of his hoof, indicating to Crafty Crate to leave his carriage.

Crafty Crate's mouth fell open. "C-c-c-christmas? B-b-but that's less than a week!"

Blueblood rolled his eyes and grabbed the stallion once again by the collar of his coat, practically throwing him out of the carriage. "I'm paying you handsomely enough for you to deliver that information to me by tomorrow! Don't prove me wrong!" he roared, slamming the door shut and shouting to the driver to move on.


It was a cold morning, the day Christmas came. While the rest of Maris sat huddled around the fire, throwing on shawls and rubbing their hooves together to bring life back to them, the family that lived beneath the Maris Opera House felt nothing but warmth spread throughout their bodies and souls.

Fluttershy had been dreaming quite contently when she was awoken by the sound of an exuberant Derpy coming to tell her that it was Christmas morning. "H-h-h-hurry!" she shouted, jumping up and down. "R-r-rarity is a-a-already making us a feast! A-a-a-and Shortround w-w-will lead the s-s-songs and there are p-p-presents, a-a-and stories…oooh hurry Fluttershy!"

Derpy's enthusiasm was contagious, and like a filly, Fluttershy threw the blankets off and leapt out of bed, surprised to find her chamber warm and comfortable. The fire in her small fireplace was blazing brightly; Fluttershy was always amazed by how strong it burned when every night it seemed to have been reduced to a few glowing embers. Yet despite the warm comfort in her chamber, Fluttershy knew it was not so in the stone tunnels between the caverns. Each cavern and chamber had a fire pit, and during the winter months, she had learned that they kept them blazing almost every day. But the tunnels was where the cold air trapped itself, and while the gowns Discord had retrieved for her were lovely, they were not equipped for the cold December weather. With Rarity's help, Fluttershy had been able to make herself three plain dresses, each made with a sturdy thick material that kept out the cold as best it could.

A sad sigh escaped her lips as she slipped one of her winter dresses on. Her eyes had fallen to the beautiful ivory gown that she wore on the night Discord took her to the opera. She truly felt like a princess in that gown…and for one night, she could pretend that Discord was her dark prince.

That night had only been a week ago, but since then, Discord's behavior had changed back to being aloof, antisocial, and melancholy. Their rehearsals were shorter than normal, and he only spoke to her when instructing her. When she attempted to speak to him of things other than music, Discord would calmly ask if she would be so kind as to leave, never raising his voice, never criticizing her efforts, yet never praising them either. It was like he had become a shell…and yet she noticed he was more obsessed with his work than ever before.

One night while she was reading in her chamber, she overheard Rainbow Dash complaining to Shortround about the note errands she was running for Discord. "I've been delivering notes every night this week! Last night he had me go on three different trips!"

Fluttershy wondered what these mysterious notes were. She remembered how Discord had revealed to her his desire to have his opera performed by the end of the season, but she had never truly understood how he would go about convincing the managers, not to mention Fleur De Lis, to allow such a thing to occur. Were the notes he was having Rainbow Dash deliver letters to entice the managers to obey him? A cold feeling ran through her, as Fluttershy knew that Discord ruled the world above using fear and fear alone. If there was any sense of enticement in those notes, it was enticement to not disobey him.

Her hooves did up the buttons on the front of her dress and she glanced once again at the ivory gown which lay across a chair near her dressing table. Would Discord be there with the others? Did he celebrate Christmas? If Rainbow Dash celebrated it, then Discord by all means should. She tried to smile at this new hope, believing that at Christmas, Discord would make the effort to join the others in celebration…but a sinking feeling in the pit of her stomach told her she was being silly for hoping such a thing.

She missed their conversations, the walks they would take around his underground labyrinth and the theater above after the lights were off and everyone had gone home. She missed sharing her ideas with him, her hopes and dreams, and she missed hearing his. Even after Discord opened up to her, he was still as mysterious as ever. There were still so many things she didn't know about him, but she felt that in time, when he was comfortable, he would share his hopes and dreams for the future, but now…now it seemed he was avoiding her and the friendship they had created. She wanted to make things right again, to gain his trust…and perhaps more.

Deep in her heart she knew the things she wanted, and it was more than friendship, more than trust. But for today, her Christmas wish would not ask for more, at least…not yet.

Fluttershy grabbed a shawl and quickly set off toward the chamber that the others occupied, clutching the fabric around her shoulders to keep the chill of the tunnels from her. With each step, hope arose that perhaps Discord would be there, perhaps he greet her as she entered, extend his paw to her and raising her hoof to his lips, wishing her a most merry Christmas.

"Fluttershy!" Derpy greeted warmly from the moment Fluttershy appeared in the passageway of the chamber. The others turned and greeted her as well; Rarity, Shortround…even Rainbow Dash, who was sitting huddled in a shadowy corner with a bottle of mulled wine in her good hoof, lifted it in her direction as a greeting…but Discord was nowhere to be seen.

"Now c-c-c-can we o-o-open our p-presents?" Derpy asked Rarity, bouncing eagerly from one foot to the other. Rarity grinned and nodded her head, and Derpy leapt for joy again before diving toward a small meager pile of boxes, each tied with a single blue ribbon.

"Now Derpy, remember your manners," Rarity scolded, although everypony including Derpy knew it was not serious. Derpy grinned and quickly began passing everyone else their own present before opening her own.

"Oh! OH!" she cried happily, clutching the new book she had received to her chest. "T-t-t-thank you!" she murmured, her large hoof lovingly caressing the book's cover as if it were precious gold. "A-a-a-aray…a-a-aray-b-ann–"

"Arabian," Shortround kindly corrected to which Derpy thanked.

"Arabian," he repeated. "Arabian Nights. H-h-have you r-r-r-read it Shortround?"

Shortround smiled but shook his head. "I'm afraid not, but I have heard of the book. I look forward to you reading it to me though," he added kindly.

Derpy grinned and watched while the others opened their gifts. Rarity gasped with surprise at the beautiful yards of fabric she had been given. The colors were a rich scarlet, a deep emerald, and a royal purple. They looked like velvet but felt like silk. "Oh they are too lovely! But I couldn't possibly use them for dresses–"

"Why not?" Fluttershy interjected. "You would look like a queen wearing such finery," she grinned.

Rarity blushed deeply. "I'll be sure to make you something from them my dear–"

But Fluttershy refused. "Thank you, but they are for you and you alone. I have many splendid costumes, but for all the hard work you do, you deserve to be seen and dressed as the rightful queen that you are."

The others, including Rainbow Dash, gave a hearty "Here! Here!" to Fluttershy's words.

Rainbow Dash said nothing of her gift, although anypony could see that she deeply appreciated the new jacket she had been given to replace the tattered one she already wore. And finally, Shortround opened his gift, a small package, but what it held stunned him silent.

"What is it?" Fluttershy asked, seeing the awed expression on his face.

"It's…it's…" he finally murmured when he found his voice. "It's…an old rosary that…that the monks gave me when I came to them as a baby," he whispered, choking back the tears that threatened to break forth. "But…look at it!" he gasped, holding up the beautiful silver rosary for Fluttershy to see. "It was tarnished, rusted…beyond any hope for repair…and the chain had broken too…but…this is the same rosary, this is my rosary and it looks like it did when I first received it!"

"Oh dry your eyes," Rainbow Dash muttered, taking another swig from her bottle. "It's just a silly little cross…" but Shortround could tell that Rainbow Dash was hiding something.

"You did this, didn't you?" he asked.

Rainbow Dash's eyes widened at what she considered was an accusation of murder. "What? I did nothing of the sort!"

"You were the only one to whom I mentioned about losing it! I remember very clearly, a few weeks ago, telling you of my distress."

Rainbow Dash rolled her eyes. "Well it had no proper chain so naturally it was easy to lose–"

"Did you get the chain?" Shortround asked, feeling his heart warm all the more.

Rainbow Dash laughed. "Me? I'm the last pony who would go up there to find you a stupid chain for your stupid cross. I had nothing to do with it," she grumbled, folding her arms over her chest and focusing on the fire pit in the center of the cavern.

Despite Rainbow Dash's words, Shortround knew that the mare had something to do with his newly restored rosary. Perhaps it was something as simple as cleaning it, but whatever she did, Shortround was most grateful.

Fluttershy found herself speculating whether Rainbow Dash did have anything to do with Shortround's gift, but when she saw a tiny smile flicker against Rainbow Dash's lips when Shortround wasn't looking, she knew she had her answer.

"Open y-y-yours, Fluttershy!" Derpy cried out, pointing to the large box at her hooves.

Fluttershy blushed, not truly expecting a gift from anypony, but smiled broadly in thanks. "Who is this from?" she asked, noticing that there was no tag on the box.

Everypony chuckled and shook their heads. "We don't share that information, no matter how hard some may try to learn it," Rarity said, looking directly at Shortround.

Shortround laughed at Rarity's comment. "Half the fun is trying to guess who got who what. But for now, just consider it a gift, from all of us…"

Fluttershy giggled with the others, but a sudden realization came to her. "I…I didn't get anyone a gift," she murmured, feeling utterly horrible. It was Christmas! She knew it was Christmas, but she had forgotten to do anything for the kind hearts of her new friends.

"Oh my dear," Rarity soothed, coming towards her and patting her hoof. "Don't fret about such things, you have brought us all a gift if I may say so…you have brought light to our dreary little world here…and your friendship is a gift far finer than any fabric in the world."

Fluttershy blushed and felt a tear trickle down her cheek at Rarity's kind words. Derpy rushed forward then and enveloped Fluttershy in a huge hug, practically crushing her bones, but she smiled the whole time, even while Rarity scolded her to let her go. "O-o-open it Fluttershy!" she whispered excitedly, wanting to see her reaction to what was underneath.

Fluttershy smiled and untied the ribbon, making the process agonizingly slow, especially for Derpy who wanted to see what was inside. Finally, Flutterhsy could not contain her own excitement, and ripped through the box like an enthusiastic filly. "OH!" Derpy cried out, extremely alarmed. "No! B-b-b-be g-g-g-gentle! You'll s-s-scare her!"

Fluttershy stopped and stared up at Derpy. "Her?" she asked, wondering what was inside her package. But she did not have to ask any further, for a tiny furry black head popped out and let out a great loud "meow!" that echoed off the cavern walls.

"What the hell is that?" Rainbow Dash cried out, pointing at the furry thing that was scrambling to get out of the box.

"Well it's obviously a cat," Shortround explained. "Or has the wine taken its full effect?"

Rainbow Dash ignored Shortround's joke. "I don't like cats…we are not having any cats down here!"

Derpy stood ready to protect the black kitten that was playing with the blue ribbon from Fluttershy's present. "She's F-f-fluttershy's gift. She w-w-won't harm anything!"

Rarity sighed and shook her head. "I guess we know who's responsible for Fluttershy's gift," she looked up at Derpy with scrutiny. "We've talked about this before Derpy–"

"S-s-she was s-s-starving!" she defended. "And she's an o-o-orphan! She would have froze if I h-h-hadn't helped. I j-j-just thought…that Fluttershy would like her," she whispered, looking down at her hooves, her face turning a deep shade of red.

Fluttershy was deeply moved by Derpy's tale, and her heart went out to her. "Oh thank you for giving her to me, Derpy," she whispered with deepest sincerity. "She's so beautiful…and quite lively too!" she grinned, pointing to how the kitten was attacking the box she had been placed in. The others couldn't help but laugh a little at the sight.

"S-s-s-so you l-like her?" Derpy asked, her giant hoof reaching down and very gently petting the tiny kitten.

Fluttershy smiled up at him. "I do, very much. But…you know, I confess, I know nothing about how to take care of cats…do you think you could help me look after her?"

Derpy's face lit up like a candle's flame. "Oh! OH! Yes! Yes! I p-p-promise to do my b-b-best with helping!" she grinned broadly, looking happier than ever.

Fluttershy smiled and picked up the blue ribbon, purposefully waving it in front of the black kitten, enticing it to play. "What should we call her?" she asked.

Derpy couldn't help but grin. "I…I actually already g-g-g-gave her a name," she blushed. "C-c-c-carmen…after the opera."

Fluttershy nodded her head. "I like Carmen; a well suited name for a cat," she said with a smile.

"Bloody hell," Rainbow Dash muttered, taking another long swig from her bottle. "Just keep the hairball away from me."

The others couldn't help but laugh, and Christmas continued in the Phantom's labyrinth. While Rarity cooked over the fire pit, Shortround read to the others. Even Rainbow Dash listened, although she would never admit it. Afterwards, Fluttershy led them in singing Christmas carols, and then time came for the Christmas feast.

It was meager compared to the grand feasts that stallions and mares of great fashion and wealth would have on this day, but the glow of friendship that surrounded the table made the goose stew, the roast potatoes, the bread, cheese, and apples, seem like the grandest feast in the world. Even little Carmen got her share of goose stew, with much thanks to Derpy who was sneaking it to her under the table.

And yet, while the others shared jokes and passed the wine around, Fluttershy felt her heart grow heavy with memories of the past. True, this was one of the grandest Christmas' she had ever experienced; but she deeply missed her parents. Her mother would spend all Christmas morning and afternoon cooking for the three of them, and it was always more food than three people could eat, but it was her mother's greatest joy. Fluttershy's father would play carols with his violin, and the three of them would sing into the night in front of the fireplace till sleep finally conquered.

She wondered what her father was doing on this cold day. Was he alright? Was he warm? Was he getting enough food? Was he scared and worrying for her? She wished she could tell him not to worry, that she was truly alright, that she was even happy…but more than anything, she longed to see him again, to hold his hooves and hear his voice.


She was startled and looked up at Rarity who was looking most concerned. "Are you alright my dear? You look…distressed."

Fluttershy tried to smile, but it was no use. "I…I was just…" she didn't want to ruin their happiness with her own worries. "Where is Discord? Will he be joining us?" she asked, hoping for a positive answer, that he always came for the Christmas feast…but everyone looked away and she knew what the real answer was.

"He told me yesterday to bring him a tray," Rarity explained. "He is working very hard, getting things ready for his opera, as you know," she whispered.

Fluttershy nodded her head, but still felt her heart break at the other mare's words. Why? Why was he acting this way? Why couldn't he just, for Christmas, leave his vast rich chamber…and be with the ones who…who loved him? She felt her cheeks darken at this thought.

"Has he received a gift?" she asked, wondering if Discord participated in the gift-giving mystery.

Once again, everypony looked away. "The Master's not one for games," Rainbow Dash muttered, picking a piece of potato from her yellow teeth. Yet despite her gruff exterior, Fluttershy could tell that even Rainbow Dash was affected by Discord's absence, not just from the feast, but from everything they did for Christmas.

As if to change the subject, Shortround slammed one of his hooves down on the table. "I've got it!" he cried. "Rainbow Dash is responsible for my present–" to which Rainbow Dash groaned again. "–Rarity is responsible for Rainbow Dash's, I am responsible for yours, Rarity," Shortround said with a grin.

"You did that?" Rarity cried. "Oh! Shortround! You know I don't like it when you spoil surprises!" but she was truly smiling despite trying to sound cross.

"Well, I shall keep it a secret to how I came upon the fabric," he grinned, to which she threw a bread roll at him. "And as we all know, Derpy is responsible for giving Fluttershy her new kitten."

"But that still leaves Derpy's book," Fluttershy pointed out.

"The Master!" Derpy exclaimed. "H-h-he got me m-m-my present?"

"He's the only one left," Shortround grinned.

Fluttershy looked confused. "But…I thought you said–"

"The Master doesn't like it when we give him anything," Rainbow Dash muttered. "But that doesn't mean he won't participate by exchanging something with one of us."

Fluttershy was troubled by this new information. It was nice that Discord had participated somewhat in their Christmas…but it still upset her to think that he would have nothing to do with it, even by rejecting gifts for himself.

"Are you alright my dear?" Rarity asked, noticing the troubled expression on Fluttershy's face.

She faked a smile and nodded her head. "Oh, I'm fine, I um…I think I need to lie down actually, that dinner was so good but so filling…oh Rarity, you're a wonderful cook."

Everypony around the table clapped for Rarity who blushed but thanked all of them. "Well look after yourself my dear! Don't want you hurting your pretty voice."

Fluttershy smiled and asked Derpy if she would be so kind as to take care of Carmen for the evening, to which she was all too pleased to do. She left the merry group then, intentionally heading back to her chamber, but upon second thought…found herself wandering through the cavern's many cold passages. It wasn't long before she came upon the underground lake and without second thought, climbed into the boat and rowed herself across.

Despite the darkness that surrounded her, Fluttershy moved with ease through the passages, climbing steps, slipping in through empty chambers, and dodging weakened floor boards to avoid injury. At last, she finally reached her destination; the tower that led to the Opera House's roof. She climbed the narrow steep steps with ease, although she knew that later when she wished to come back down, she would have much more difficulty. But right now, all she cared about was breathing in the cold evening air, having a chance to be by herself and wrestle with her thoughts alone. She opened the trap door and was greeted by a blast of cold wind, but she welcomed it, climbing through the opening, breathing in the freshness of the cold air…and gasped when she felt a paw grab her arm and pulled her up.

"What are you doing here?" came a deep voice etched with darkness and surprise.

Futtershy didn't have to look at the face to know who it was. She wrestled her arm free and refused to meet his eyes. "Can't a mare get some fresh air if she wishes?" she retorted, walking directly past Discord and looking out towards the quiet city. In the distance Notre Mane chimed the hour.

Discord ran a paw through his tousled hair, still coming over the surprise of seeing her emerge through the door. He thought for sure it had been a stage hoof or thief, somepony who was not supposed to be up there, but when he saw Fluttershy's pretty face emerge instead–he was flooded with both relief and annoyance.

This was the only place he could conceive of escaping her presence! Her scent was embedded in his chambers, and he could hear her voice, her laughter, carry on the wind that traveled through the tunnels. He had to get away; he had to escape the wild emotions that were confusing his soul, his mind, and his heart. Ever since that night at the opera, things were different. Ever since he held her in his arms, carried her to her chamber, and kissed her forehead…things had changed. He had dreamt of her before, fantasized about her, and how could he forget the incident when he had to seek out relief for himself with his own paw. But it was easier then to disregard what he was feeling; then it was lust, pure and simple. Now…ever since they began to become friends…now it was something more. Something he was not sure he wished to resurrect within himself. And yet what he felt towards Fluttershy was far different than what he ever felt for Pinkamena. But it still frightened him; it was still something he did not feel he could control. So he found himself, once again, avoiding her presence when possible. Yet despite his success of keeping his distance for the past week, Discord knew as he looked upon her now, the wind blowing in her hair, the moon shining in her eyes, the rosy color that painted her cheek…he knew that if something was not said or done, he would go mad and lose whatever control he had.

He did not believe he could harm her; no…he could never harm such an angel. But he may frighten her without meaning to. And he was not sure if his heart could withstand to see fear and hatred in her beautiful blue eyes.

Fluttershy felt his gaze upon her, but she kept her back to him, not flinching one bit, just staring out over the city. Thoughts from before returned, thoughts of her father, and as she clutched the woolen shawl around her shoulders to keep out the cold Christmas wind, she wondered if he was warm enough, wherever he was.

Discord saw something glisten in the moonlight, and realized it was a tear that was slowly trickling down her cheek. His breath caught as he gazed upon her, and he fought the urge to go to her side and envelope her in his arms, to shield her from whatever sadness or fear was causing her such grief. He wanted to feel her body against his again, he wanted to comfort her, he wanted to protect her, he wanted….he wanted her.

"You're thinking of your father…aren't you?" he whispered. It was Christmas after all, and while Fluttershy never spoke of her family, he knew deep within his being that she missed him dearly.

Fluttershy said nothing, simply nodded her head for fear of sobbing. She quickly wiped her eyes, hugging the shawl even tighter to her body.

"I am sorry."

She couldn't take it any longer, she whirled around and marched over to him, practically standing toe to toe with him. "Why? Why are you sorry? What exactly are you apologizing for?"

Discord was momentarily stunned by her change in behavior. He found himself taking a step backwards. "W-w-what?"

"I want to know what you're apologizing for," she stated simply. "Are you simply saying it because you pity me? Well don't. Because I don't want your pity just as you don't want mine!" she snapped. "Or are you sincerely, genuinely, apologizing for something else?"

Discord found himself growing annoyed at her words. "And what should I be apologizing for?" he asked. "Obviously you know a reason, so I am eager to hear it," he dryly said.

Fluttershy lifted her chin high. "Why have you been so short with me this week?" she demanded. "Have I greatly displeased you? What have I done that has caused you to avoid me at all costs and keep our rehearsals at a bear minimum?" she sighed and felt the fight within her sag. "I…I don't want to fight you," she sighed. "But…I do want to understand why this change," she lifted her eyes to his. "A week ago, everything was wonderful. We…we went to the opera together and it was a magical night!" she exclaimed, smiling at the memory. "But the next day…everything was different," she bit her lip and turned away again, gazing back out over the city. "Is it my voice? Have you grown tired of my voice–"

"No, of course not," he interrupted.

Fluttershy softly smiled at this, but it was her next question that would determine whether her heart would break or not. "Is it…is it me?" she whispered. "Have you grown tired of…of me?" she wanted to look at him but was afraid, afraid of what truth she may find in his dark mysterious amber eyes. "I know I can be a bother, wanting to talk about silly things like books and philosophy, when you are a serious composer with an opera you're trying to debut; a-am I simply being…too…too forward? Am I being…annoying or…or b-b-bothersome?" she choked on her last words, trying to hold back any tears that threatened to shed.

Discord said nothing, he simply came up from behind her, his large gloved paw and claw, a paw and claw that had killed stallions and caused terror, a paw and claw that had bled for the sake of music, gently fell upon her shoulders, and without struggle, turned her to face him, his paw and claw falling softly down her arms, not letting her go, but not drawing her closer, although he dearly wanted to.

"Never," he whispered. "I could never grow tired of you…you…" he paused and found himself smiling at a memory. "What was it that you said that night…the toast you made…to the 'angel of music', yes?" Fluttershy blushed at the memory but found herself smiling and nodding her head. "You are that…you are my angel of music, Fluttershy," he whispered with the deepest sincerity. "You have brought light to my darkness, beauty to my music, and…" he wanted to tell her how she brought heaven to his hell, but felt foolish, so he stopped. Reluctantly, he released her, but neither stepped back. "Can you forgive me?" he whispered, his eyes full of hope that she would. He knew he had not given her a straight forward answer for his behavior, but he hoped that she would not further question him on that, as he himself was still making sense of it.

Yet Fluttershy's heart felt a glimmer of hope rise within her. Perhaps…perhaps the fearsome Phantom of the Opera was learning to trust and…just perhaps, care for another pony the way a hero and heroine care for one another. "Of course," she whispered back, her eyes sparkling and her smile spreading across her face.

Discord felt a soft smile pull at the ends of his mouth, and for a long moment, the two of them stood close together, practically toe to toe, and Discord found himself bending his head just slightly, while Fluttershy, her eyes going wider all the while, felt her head tilt upwards.

A rush of cold wind blew over them and Discord immediately straightened. "You'll freeze…come, we best get back inside."

Fluttershy awoke from the trance his eyes had created and she quickly nodded her head, her face completely flushed. "Yes, quite right," she whispered, although the cold night air had little effect on the warmth she was feeling.

As before, Discord took the rope that hung from the trap door, expertly wrapping his leg around a part, creating the hold for his foot, and held his paw out to Fluttershy. Last time, Fluttershy had clung to Discord out of fear from falling, her face buried against his shoulder so she would not have to see. But this time, as she entered his embrace, she did not hide her face but locked her eyes with his. Discord's arm tightened around her waist, and slowly, they floated to the floor like a snowflake in a gentle breeze; twisting and twirling with the rope, and the whole time, their eyes never left the other.

"Thank you," Flutttershy whispered after they landed safely.

"My pleasure," Discord whispered back, meaning every word.

They walked in silence then, past the curtains, the stage, and down the steps that led to the underground lake. Fluttershy broke the silence, telling Discord about the Christmas celebrations that went on with the others. She warned him that a new face had come to stay, meaning the black kitten named Carmen, to which Discord groaned at first, but found himself chuckling. While they were on the boat, Fluttershy felt it was time to finally ask Discord, "Why is it that you don't celebrate with the others?"

Discord said nothing at first, his whole concentration on steering the boat. "I'm not one for celebrations," he simply said. "I wouldn't want to drag the spirits of others down."

Fluttershy frowned at this. "If Rainbow Dash can celebrate and not bring spirits down, I do not think you are in danger of doing so."

Discord found himself chuckling again. "Perhaps not…but I am very busy, and had much to do."

Fluttershy frowned more at this. "So busy that you needed to retreat to the roof of the Maris Opera House?"

Discord said nothing, simply climbed out of the boat and tethered it before helping Fluttershy out. She sighed as she realized he was not going to answer her question. "We missed you," she explained. Still, he said nothing; his face was entirely unreadable. "I missed you."

That caused him to pause. He slowly turned to look at her, his face shadowed by the collar of his cape, but his eyes seemed to glow like those of a panther.

Fluttershy could tell he was still not going to say anything, so she took a deep breath and continued. "I…I just…" what was she trying to say exactly? "I consider you all to be dear friends of mine…a family to me, actually," she whispered. "And…I felt that a part of my family…was missing when you weren't there."

Discord straightened himself to his full towering height and looked down at her with curious eyes. She wanted to know what he was thinking, but he was still so unreadable in these shadows.

"I apologize," Discord finally said, bowing his head. "I did not mean to cause you or the others sadness," he took a step closer towards her. "I just have never felt that my presence would be…desired at such occasions. Perhaps, I simply felt I was not worthy to partake."

Fluttershy found her hoof rising and to the surprise of them both, caressing his unscarred cheek. Discord froze at the touch of her hoof, his heart practically coming to a stop. "You think too little of yourself," she said with all the honesty and caring she had. "You are worthy of happiness Discord…you bring happiness to all of us here…" and she thought of the happiness that he brought especially to her life.

She found herself blushing furiously as her other hoof rose and touched the smooth surface of his mask that covered the disfigured side of his face. "Derpy deeply loved the gift you gave her…but I learned that no one has given you a gift. So," she said, swallowing. "it is only right that…that I give you your gift, as I am the only one left who hasn't given a present."

Discord who had been frozen this whole time, yet relishing the feel of her small delicate hooves upon him, finally opened his mouth to ask what she meant…but was stopped short, when Fluttershy held his face, stood up on the tips of her toes, and placed her lips against his own.

The kiss was brief, but it felt like a sweet eternity. It was just the gentle brush of her lips across his, but in that moment, in that gentle brushing of lips, Discord felt his heart explode with wonder and amazement, and Fluttershy felt her love finally pouring out and shouting for joy at being free. Neither of them moved, and finally, Fluttershy leaned back, back down to her height, her soft hooves releasing his face, and the two of them stood in front of the other, neither speaking, neither moving, simply staring at the other and breathing erratically.

"Merry Christmas Discord," Fluttershy whispered, before moving past him to return to her chamber.

Discord said nothing, he simply stood where he was, his chest rising and falling as if he had run a marathon. Truly, he had been holding his breath the whole while. He closed his eyes, the feel of her lips still fresh upon his own. He ran his tongue along them and could taste them there.

It was the first Christmas present he had ever been given…and the sweetest.


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The days that followed Christmas were awkward days for both Discord and Fluttershy. After the kiss, Fluttershy had retreated to her chamber, blushing furiously, wondering if she had done the right thing, if perhaps she had jeopardized the steady friendship they had been building. In her heart she knew she loved him, but she was afraid of saying the words out loud for fear of what he would think of her.

She remembered the night he had saved her from being raped; while she was most grateful to him, the two of them despised each other, and she remembered all too well the words he had said to her, how he was not some knight in shining armor from a fairy tale. Fluttershy couldn't help but smile at the memory. Discord was far from being a knight on a white horse…and she would have it no other way.

He was tall, dark, and brooding. His temper was short, his emotions were like stone, and his patience was extremely thin. And yet, she had heard him laugh, seen him smile, and felt his kindness. He gave her this beautiful chamber, taught her to sing like a star, calmed her fears, and on the night he took her to the opera, carried her back without protest after losing her shoe. Discord was still very dark, still short-tempered, and she had a feeling that he would be as brooding and stone-like as the pony statues on the rooftop, but she hoped and prayed that with every day they spent together, with every conversation they had, she had been able to chip away at the stone barrier he kept.

She tossed and turned in her bed that night, remembering the kiss with every breath of her body.

It had been brief, fleeting; a simple brush of their lips and then it was done.

…but it had been the most electrifying, heated sensation Fluttershy had ever felt. Had Discord felt it too?

Fluttershy was not an experienced kisser, she had only been kissed once before, by a farm colt in her village when she was fifteen, and the experience, she recalled, was not spectacular.

Was it the hypnotic way he held himself when they were together? The way he stood, the way he looked at her? Often she found his voice, deep and rich, dark and soothing, to be the most hypnotic thing about him, but his very presence was having such a deep effect on her, that in that fleeting moment, Fluttershy could not hold herself back. She came towards him, placed her hooves against his skin, as if it were the most natural thing to do…and stood up as high as she could and kissed him, as if it too, were the most natural thing to do.

But the sensation she got from it was nothing natural. It was everything Discord was; sensual, dark, and extremely seductive. It had only been a light brush of lips, and yet she recalled a strange trembling feeling develop in her knees, in the pit of her stomach, and that shot through her body.

Fluttershy was young and innocent, but she was not ignorant. After all, she grew up on a farm and knew all about animals and their mating rituals. But her mother had never told her what it felt like to feel…intense passion for a stallion. Did it…did it hurt when a stallion and mare lie together? She had heard stories in the village; colts boasting to one another. They seemed to get something from the act, but was it pleasant for mares? Was it normal for a filly to question such things? To feel such sensations as she felt when she kissed Discord? She had to admit…she liked the sensation. Would it always be like that? Discord was surprised by her kiss, but…did he feel what she felt? Did he…did he know about such things?

Fluttershy found herself blushing furiously and scolding herself immensely for thinking such things. If Discord did not share her feelings of love, how then could he share her feelings of passion? She bit her lip, wondering slightly if…if he, like other men it seemed, was…"experienced". She shook her head immediately, not sure she wanted to know the answer to that question.

She knew he wore the mask to cover his scars, and even if his face was not disfigured, she knew Discord was not what society would call "fashionably handsome" even if he looked normal. He was tall, thin, with a workstallion's callouses, and strong arms, shoulders, and back. His hair was black and somewhat wild; it was not long, and went up the length of his back. His face was rough looking as well (and this was the non-scarred side). And overall, one can never forget his body.When she touched his cheek, she remembered how it felt like sandpaper. Discord had a small beard and a soft face, but his face felt right, just as his roughened paw and claw felt right when he offered her his paw. No, he was not handsome by society's standards…but no other stallion had ever been as devastatingly attractive to her as Discord was.

The way he moved, spoke, even the way he looked at her! Her body screamed with desire as she felt his eyes upon her. These bold and unashamed feelings frightened her, for she had no idea how to handle them. For the first time in her life, Fluttershy was beginning to understand what it felt like to lust after a pony.

Yet more than anything, she wanted to teach him love. She loved him; for how long, she was unsure, but it had been growing for quite some time. She hoped and prayed that perhaps his feelings towards her were growing as well. After all, he had entrusted her with the secrets of his lair.

But did that mean he trusted her with his heart?

The next few days were extremely awkward. Fluttershy arrived at Discord's chamber for her lesson, unsure what to say, unsure how to behave, and worrying how he would react when he saw her.

Discord, who had been feeling emotions of joy, fear, uncertainty, and desire, stared at Fluttershy as she entered. She wore a simple maroon gown, plain in its appearance, and yet she radiated in it. Her eyes reminded him of the ocean, deep and blue, like the sea he had crossed when the carnival had "bought" him. Her hair was the color of pink flowers, and it felt like silk. Now and then, when she walked by him, he'd catch wisps of it, and he longed to thrust his paw and claw into her strands and run his paw and claw through the locks. And her body…dear God in heaven, so many times he recalled the night he saw her bathing. It took every ounce of will power he had to not return and watch her again. While his desire for her was growing like wildfire, his respect for her had grown even more.

But new thoughts and feelings were racing through him now, for he continued to recall the kiss she had given him. In truth, it was the first kiss he had ever received. While he was not "inexperienced" when it came to mares, he had never allowed the mares he paid for a moment's pleasure to kiss him…or be close to his face at all. But her kiss, Fluttershy's sweet fleeting kiss, had changed all that. In that brief but blissful moment, he knew what heaven smelled, tasted, and felt like. It was the closest he'd ever be to heaven.

"G-g-good morning Discord," Fluttershy stuttered, quickly clearing her throat to try and sound as normal as possible.

Discord nodded his head, not trusting his own voice at the moment, and for a while, the two stared at one another, neither moving nor speaking. Fluttershy felt her legs sway slightly, and was sure her knees would buckle if she didn't do something.


"Shall we–"

They both stopped and gave a rather nervous sounding chuckle, before Discord broke the awkward silence and moved around the piano, opening the score to a later portion in his opera. "Come," he said, instructing her to approach the piano. "There is a song I have longed to hear you sing ever since you mastered the role of Aminta." Fluttershy couldn't help but smile at this. When it came to music, Discord was ever the professional.

"Do you recognize this?" he asked.

Fluttershy gazed at the score and felt her eyes go wide. "Point of No Return?" she asked, her voice barely above a whisper. She remembered the song all too well. The music was sensuous and the lyrics were graphic. Oh God above, how was she going to survive singing this song in front of him?

"In Don Juan, this takes place towards the end when Don Juan is attempting to seduce Aminta to his bed, triumphing over her lover and before he murders them both."

Fluttershy held back her groan of disdain. Extremely cheerful, she thought sarcastically.

"Now, it is a duet," Discord instructed. "But for right now, we shall concentrate on Aminta's part. Ready?" And they began.

Fluttershy sang the role as best she could, although her heart was not entirely in the music, as Discord became all too aware half-way through. He first thought it was because they had not had the proper warm-ups to singing, so they went through those for a good half hour before coming back to the score. But once again, Fluttershy struggled.

It was not the music or the rhythm of the song that caused her to struggle, but simply the memory of the opera's sad, tragic story. She knew deep in her heart that it didn't have to end the way it did; that Aminta truly loved Don Juan despite his disfigurement and that she would not betray his trust.

Fluttershy knew deep in her heart that it was she, she was describing, not Aminta.

After an hour of Fluttershy's depressing singing, Discord sighed and chose to end their rehearsal, believing it to be a case of post-Christmas fatigue. Fluttershy left his chamber then, believing it to be for the best, but was determined to think of a way to convince Discord to perhaps change the ending to his opera. Or at least to consider it.

The next day was not much better. This time Discord's patience was waning thin, and he bit his tongue so as not to shout, but Fluttershy could feel his frustration. She was just as frustrated, although over an entirely different reason. "You're not trying," he growled, playing the introduction to the song once again. "I know you can sing this, I've heard you sing it before, now show me the spirit of the mare I know!"

That did it. Fluttershy belted out the notes as he played, matching the passion of his music, although it was not the same sort of passion. It angered her that he thought the lack of heart in which she sang had anything to do with a weakened spirit. She had more heart and spirit than he perhaps knew, and now she sang the words with great gusto, her voice soaring and flying over the notes. She was no longer singing Aminta, she was Aminta, and she sang to him as Aminta sang to Don Juan.

"You have brought me
to that moment where words run dry,
to that moment where speech disappears into silence,
I have come here,
hardly knowing the reason why…
in my mind, I've already imagined
our bodies entwining, defenseless and silent–"

She continued singing passionately, despite the fact that her cheeks glowed red. Also, at this point, her eyes were locked with his; no longer was he reading the music as he played, but he was gazing back at her, the way a panther gazed at its prey before attacking.

"And now I am here with you:
no second thoughts,
I've decided,

"Good!" Discord interrupted, his playing coming to a stop, awaking Fluttershy from the trance of his eyes and the power of his music. "That was much better," he commended, "but I want that fire at every rehearsal! Why did you struggle so?"

Fluttershy's eyes were focused on the ground. "It doesn't…" she began, knowing his reaction and dreading it. "It doesn't feel…" she sighed, having difficulty with saying what was on her heart.

Discord frowned. "Doesn't feel? Doesn't feel what, Fluttershy? Tell me, you promised you'd never hold any secrets from me during our rehearsals."

He would say that, wouldn't he? Fluttershy sighed and looked directly at him, preparing herself for the possible battle. "It doesn't feel right," she stated plainly. Discord's brow furrowed with confusion, but she continued before he could speak. "Singing this song and knowing the story behind it! Discord, have you not read the words that she is saying to Don Juan?"

Discord scowled at her. "Of course I know the words, I composed them!" he snapped, standing up from the piano and organizing the music before him.

Fluttershy sighed and continued. "Discord, this is a love song! Yes, there are indeed dark elements to it, elements that are sensual and provocative, but…it is what it is…a love song that the two characters are singing to one another–"

"I know very well what it is!" he barked, taking his beloved music and moving it away from the piano as if he feared she would harm it in some way. "This is about the plot again, isn't it?" he groaned. "Good God, I thought we were past that now."

Fluttershy frowned, not appreciating the patronizing tone his words carried. "It doesn't make sense Discord, why would Aminta do this? She loves Don Juan! That is made clear so many times before, and yet, for no apparent reason, she betrays him for another stallion?"

Discord slumped himself into a cushioned chair at the other end of his music chamber, his black cape billowing around him as he did so. "Need I remind you that Don Juan has been hideously scarred, and Aminta's new lover is a handsome rogue? I thought perhaps that would make it plain–"

"No it does not!" Fluttershy shouted, stomping her foot with great indignation. "I know Pinkamena and other mares throw themselves constantly at hoofsome stallions, but Aminta is not that sort of mare! She loves him! She would not abandon him! I am not like that!"

Fluttershy's hoof flew to her mouth the second the words came out. Discord did not miss them; he was on his feet in an instant and staring at her from across the room. Yet before he could say anything, Fluttershy turned on her heel and flew from the chamber, not daring to go to her own for fear that he would follow her, but flying to some private corner of the Phantom's realm where she could be alone. And of all places, she ran to the chamber where the costume cages were kept, seeking shelter inside, hiding amongst dusty dresses and forgotten gowns, praying that he had not followed, not sure if she could face him after her explosion. Silent tears dripped down her cheeks and she hid her face against a tattered garment that hung from above, the words echoing in her head the whole while.

She loved Discord with all her heart, but hearing his words hurt her deeply. Did he not think she or any mare was capable of loving a creature such as himself? How could she help him understand that she would never betray his trust or his love, that she was his and his alone? She sighed, for it was true. He may not know it, but Fluttershy was his, and perhaps, if he could return her love…he would be hers.

Discord never followed, and Fluttershy stayed in her hiding place for several hours before retreating back to her chamber. She held her breath as she approached, unsure whether to find him there or not, a part of her hoping that he may be there, waiting…but he was not.

The next day dawned and Fluttershy was dreading the rehearsal already. What would he say to her? What did he think? Should she tell him her true feelings? After all, she had kissed him, but then a horrible thought came to her. Did he think that her kiss was simply a kiss of pity? Or that she had kissed him only because it was Christmas? After all, she had referred to her kiss as a gift…

Fluttershy grasped her mother's locket that she wore around her neck, taking a deep breath as she entered the Phantom's chamber.

"You're late," he stated simply as she entered, already sitting at the piano and playing several cords from the overture of his opera. He didn't even turn to look at her.

Fluttershy inwardly groaned, realizing that this was going to be a hellish day. Yet she held her head high and approached the piano, prepared for whatever he threw at her.

"Point of No Return," he instructed, placing the score before him.

Fluttershy's eyes widened. "A-a-again?" she gasped, thinking that of all the songs, that would be the last he'd want to hear her sing.

"Yes," he stated again. "Although this time, I will be singing with you."

Fluttershy stared at him, her face going from pale to rosy and back to pale in a matter of seconds. "Y-y-y-you w-w-will be s-singing as well?"

Discord gave a wry grin. "Perhaps you only think I'm good at playing music?" he chuckled. "Not to flatter myself, but I do believe I can sing a good note or two. And besides, this song is a duet, and I want to hear how it sounds with two voices. I want to hear you sing back to another, I think that will help the essence of the song greatly."

Fluttershy swallowed the lump in her throat, her hooves gripping the piano slightly, biting her lip and wondering what all this would have in store. Discord's voice was already mesmerizing, but what would it be like when she heard him singing? And not only that…but him singing back to her, singing these seductive lyrics full of fire and passion. Like Aminta, she felt herself coming to a point of no return.

Discord began playing the introduction to the song, and then, without warning…

"You have come here
in pursuit of your deepest urge,
in pursuit of that wish,
which till now has been silent,

Fluttershy's breath had caught in her throat as she heard the Phantom's rich voice, singing both tenor and baritone with ease and skill, the words dripping off his tongue like honey…

"I have brought you,
that our passions may fuse and merge–
in your mind you've already succumbed to me,
dropped all defenses,
completely succumbed to me–"

His amber gaze, which looked like molten fire, was burning into her own as he sang.

"Now you are here with me–
no second thoughts,
you've decided,

She was under the spell of his eyes, his voice, his music. Fluttershy felt her skin tingle, her blood boil, her heart speeding, and that strange wonderful sensation return between her legs.

"Past the point of no return–
no backward glances:
the games we've played till now are at an end…"

Discord could not look away, nor did he need to. He knew the music and lyrics by heart, but he was entranced by Fluttershy, he sang as if he were Don Juan, singing to the beautiful Aminta, seducing her to come lay with him.

"Past all thought of 'if' or 'when'–
no use resisting:
abandon thought,
and let the dream descend…

What raging fire shall flood the soul?
What rich desire unlocks its door?
What sweet seduction lies before us…?"

Fluttershy whimpered softly to his voice, the tenor in it singing of seduction, while the baritone promised pleasure.

"Past the point of no return,
the final threshold–
what warm, unspoken secrets will we learn?
Beyond the point of no return…"

Despite the trance his voice had over her, Fluttershy began singing, as if it were second nature, responding to Don Juan's seductive questions.

"You have brought me
to that moment where words run dry,
to that moment where speech disappears into silence,

Her eyes were still locked with Discord's as she sang, and she was not sure if she was imagining it or not, but he seemed to be breathing even harder than before, the same way she had been breathing while he sang.

"I have come here,
hardly knowing the reason why…
in my mind, I've already imagined
our bodies entwining, defenseless and silent–
and now I am here with you:
no second thoughts,
I've decided,

She approached the piano, pressing her body against it and found herself leaning closer to him, leaning rather provocatively against the instrument, her eyes, the color of a stormy sea, burning into his.

"Past the point of no return–
no going back now:
the passion-play has, at last, begun…"

She leaned against the piano even more, her chest now pressed against its surface, her face leaning closer towards his, licking her lips between notes.

"Past all thought of right or wrong–
one final question:
how long should we two wait, before we're one…?

When will the blood begin to race,
the sleeping bud burst into bloom?
When will the flames at last, consume us…?"

Discord pushed himself away from the piano, rising so quickly that the bench toppled backward, but he did not take notice, nor did he care. He advanced upon Fluttershy, singing with her the next part of the song, neither of them paying attention to anything else, the two completely lost with one another.

"Past the point of no return,
the final threshold–
the bridge is crossed, so stand and watch it burn…"

Fluttershy gasped as she felt Discord's arms encircle her, his paw and claw pressed flat against her back, drawing her body fully against his own. Her own arms gripped his shoulders, and she moaned loudly as she felt his growing hardness throbbing against her, the tingling between her thighs growing more and more intense. A paw snaked into her hair, and he tangled his fingers in the silky strands, before cupping the nape of her neck. One of her arms went around his neck, clutching him close, drawing his face even closer to hers. His other arm carefully and tightly held her steady, and then he dipped her somewhat, causing her to lose all balance and completely surrender herself to him. Fluttershy's other hoof now carefully moved to his right cheek, touching the smooth surface of his mask. Could he feel her beneath its surface? His breath caught briefly as he felt her hoof go there, and she swore she heard him groan in pleasure as she caressed its surface.

"We've passed the point of no return…" they both softly sang, gazing into one another's eyes, clinging to each other, the music of their hearts echoing throughout the chamber as they were caught up in its spell. Time seemed to have stopped, and for a several agonizing seconds, the two did not move.

Fluttershy held her breath as she gazed up at Discord, feeling his paws tighten at the back of her neck, and her eyes were pleading, pleading for him to do what she wanted him to do, what he wanted to do, and her own hoof massaged the back of his neck, drawing it closer to her, her eyes fluttering closed, her lips moistening, awaiting, praying for the feel of his against her own.

Discord swore his heart had stopped. His breathing certainly had as he gazed back down at her, his eyes moving from hers to her inviting lips, the memory of her last kiss still fresh. What would it be like to taste her? He had had a tempting savoring of her mouth, but he wanted to taste it further, to feel her lips surrender against his, to open her mouth for him and allow his tongue to ravish hers. He had never kissed a mare before Fluttershy, but any fear from lack of experience was gone; he wanted her, all of her, but for now, he would sate his appetite with the joy of her lips.

Fluttershy whimpered a thankful sigh as Discord's mouth came crashing against hers. She moaned and easily surrendered her mouth to him, willingly opening herself for him, welcoming his tongue with her own. Discord's arms tightened even further around her body as his mouth ravished hers, tasting her sweet essence, tasting the beauty of heaven.

Fluttershy clung to him as he kissed her even deeper, her own tongue boldly exploring his mouth, causing Discord to groan in pleasure as she kissed him back deeply, her hooves digging into the flesh around his neck, through his hair, running over the surface of his mask, caressing his unscarred cheek. He was in heaven, and he didn't want it to end.

Fluttershy gasped as she felt her feet lift off the floor. Was this happening? Was this truly happening? The dark hero from her dreams, the creature who haunted her more than any spirit ever could, was kissing her, holding her…oh God, was this how it felt to make love? Surely, this was different than mere coupling; this was passionate, pleasurable, and utter bliss. If he wanted her, she knew she could not stop him, nor did she want to. She wanted him so much, and she longed to feel his body against hers, to know what it was like to be made love to and to make love. She would surrender herself if he wished it, and in her heart she knew, there would be no regrets.

Discord had literally picked Fluttershy up, one of his arms sliding down the back of her legs, scooping her up at the bend of her knees, and he was carrying her, carrying her past the organ, beyond the music chamber, and into the chamber where he slept, laying her down upon the plush Persian pillows that engulfed his bed. A claw was sliding along Fluttershy's leg, and she whimpered against his mouth as she felt it slide upward along her thigh. Fluttershy's hooves were moving along his shoulders, inside his jacket, and she was quickly shoving the fabric aside, caressing the strong muscles she felt beneath the linen of his shirt.

. Discord's hooves tangled in his hair as she kissed him, and one hoof discovered the tie of his mask. She wanted his mask to be gone, so that she could kiss him properly, without feeling it brush and bump against her lips. She wanted to rain kisses all over him, and perhaps by doing that, perhaps by showing him that she loved him despite his scars, that to her, he was handsome and the stallion of her dreams, perhaps by at least touching him there…he would understand that she would never betray him, that he could trust her with his heart, that she truly loved him!

Fluttershy continued kissing him, her passion growing, her heart racing, as her hooves quickly untied his mask. Yet before she could remove it from his face Discord bolted upright, grasping it to him, and staring at her in horror.

"What game are you playing at?" he asked her harshly, quickly attempting to tie the mask back, but his paw and claw were fumbling as he did so.

Fluttershy sat up, her hooves moving to his, but he jumped away from her, backing away from the bed. "Why? What were you trying to do?" he ordered, turning his back to her quickly while he finished tying the mask in place.

It felt as if the all the warmth of the world had been sucked out, and Fluttershy sat atop his bed, shivering as she stared at the creature she loved who seemed to look at her with both wariness and revulsion. "Aminta…" he whispered, looking at the ground, quickly adjusting his shirt and jacket. "Of course…we were playing roles…"

"No!" Fluttershy practically shouted, rising from the bed, and like Discord, adjusting her dress. "No, Discord, we were not playing anything…that was me you were kissing, not Aminta, and I was kissing you, not Don Juan…don't you see? It was us, not characters from an opera!"

But it was as though he could not hear her. Even though his mask was firm in its place, he still clutched it with his paw. "Why Fluttershy?" he asked again, his eyes locking with hers as he continued to back away. Fluttershy wanted to scream at him, to shout that she loved him, to tell him that with or without a mask, he as still the only stallion she had ever wanted, the only stallion she would allow to touch her as he did, to kiss her, to know her as a husband knows his wife.

"Discord, listen to me, please, I wasn't trying to play any tricks or games on you, I wanted you to kiss me, and I wanted to kiss you!"

He shook his head, and then grabbed her by the wrists, causing her to gasp as he hoisted her away from the bed and towards the door. "Discord! Let go! You're hurting me!" she cried, pulling her wrists from his grip and rubbing them.

"Get out," he practically spat. "Leave me! I see now that you simply wanted to play games of 'unmasking the monster', like those fillys who were sent to my cage at the carnival, offering tempting kisses and then screaming in my face! It's the same way Aminta plays with Don Juan's emotions!"

Fluttershy couldn't stand it any longer. "Damn it Discord! I am not Aminta! I–"

"GET OUT! LEAVE ME BE!" he shouted, before turning his back upon her and striding to his organ and banging his paw and claw hard upon its keys, causing a great gust of wind to come out from its pipes and practically blast Fluttershy off her hooves.

With hot tears flowing down her cheeks, Fluttershy turned and fled from Discords chamber, crying for her lost love, for that was exactly who he was. She thought she had been doing some good, but apparently, it did not matter. Any hope of winning Discord's heart was gone, for now he had no more trust within her. How could she explain to a creature who had spent a great deal of his life in a cage, his disfigurement placed on display for money and mockery, that it was his face, both the masked and unmasked version, that haunted her dreams and filled her with desire?

It was the third day following Christmas, and all too soon, Fluttershy realized that her wish had come to an end.


View Online


The walls of Blueblood's library were illuminated in a soft orange glow, the same glow that poured over him as he gazed into the fireplace at the small but blazing fire. He grunted softly as he stared into the flames, trying to concentrate on the task at hoof, but finding it extremely difficult while other thoughts from Christmas night invaded his mind.

Christmas had been two days ago, but the news that Crafty Crate had delivered him had been most perplexing and disturbing.

He grunted again, closing his eyes and trying one last time to concentrate but exhaled a frustrated groan, knowing it was no use.

"Get up!" he barked, and a red head popped up from between his legs.

The chambermaid pouted softly, knowing that she had not been able to please her master entirely. "But monsieur, I haven't-"

"Get up and leave at once!" he growled, avoiding the mare's eyes and doing up his own trousers, tucking himself back in, feeling utterly frustrated from both his thoughts and lack of relief.

The maid pouted once again, but rose to her hooves, righting her dress and did a small curtsy, before quickly exiting the library.

Blueblood paid the maid no heed, after all, she was just a servant and maids were only good for one thing as far as he was concerned. He continued to stare into the fire, allowing himself to fully concentrate on the news Crafty Crate had delivered two nights ago.

It was almost 11 o'clock on Christmas night, and Blueblood was impatiently awaiting word from the private investigator. Finally, the butler entered the library announcing Crafty Crate' arrival, and the smaller stallion entered, wiping snow off his coat, his face extremely red. He was panting and collapsed in the nearest arm chair, wheezing for the butler to bring him a brandy, even though Blueblood as host made no such offer. Blueblood chose to ignore this, and focused entirely on the stallion before him.

"Goodness, what the devil happened to you?" he asked, sipping his own brandy and leaning back in his chair.

Crafty Crate wheezed a little more, then finally muttered, "Couldn't…get…a cab…had to…run…" the brandy arrived then and Crafty Crate took a hearty drink. "Thank you," he muttered.

Blueblood lit a cigar, hoping the smoke would help calm him. While Blueblood had made his deadline, Blueblood was most impatient for any news. "Well?" he demanded after taking one long puff. "What news do you have?"

Crafty Crate mopped the sweat from his brow and took another long swig of his brandy before finally retelling his discoveries.

"As you had advised, I played the part of someone seeking out information on the Phantom," Crafty Crate began. "And I began my inquiries with people who I felt would see a great deal of what goes on back stage, but who few would regard with any importance," Crafty Crate said proudly.

Blueblood held back his groan of frustration. "Stagehooves?"

Crafty Crate beamed. "Exactly monsieur! Yes, I felt it best to speak to them, as I feared the dance mares may tell Madame Luna of my presence and we would not want that, would we?"

Blueblood made no response, just glared at the stallion to continue.

"Yes, well," Crafty Crate quickly went on, "I saw several burly looking fellows smoking cigarettes near the orchestra pit, and felt it best to approach them. I must say, monsieur, it amazes me that such places of grandness and refinement would hire such rude, grotesque–"

"Get on with it!"

Crafty Crate practically fell out of his chair from Blueblood's bark of impatience. "Forgive me, monsieur, I digress," he apologized. "Yes, well, I approached these stallions and introduced myself as one who was investigating the whereabouts of the so-called 'Phantom of the Opera'."

Blueblood choked on the smoke he was inhaling from his cigar and pounded his hoof against his chest as he stared at the other stallion with wild eyes. "You…you what?" he coughed. "You idiot! I told you to only say that if anyone inquired as to why you were asking questions! Not as an introduction!"

Blueblood rose from his chair and stalked over to the other side of the room, feeling that if he did not get far enough away from Crafty Crate he'd cause the stallion great pain…and think nothing of it. Even Crafty Crate was shrinking back in his chair. "F-f-forgive monsieur! I…I d-d-do not think t-t-that you are in danger of…of being discovered h-however–"

Blueblood cursed and threw what was left of his cigar into the fire. "Now the maniac who is playing these jokes on me will know about the investigation I'm conducting and gain even more glee at my frustration!"

Crafty Crate shrank even more, but lifted his voice with news that he hoped would please his employer, "I did learn more about the mare, however."

Blueblood froze, his eyes both large and wild as he gazed at Crafty Crate. "Continue…"

Pleased that the Prince didn't want to kill him anymore, at least not at the moment, Crafty Crate quickly continued. "The stagehooves I spoke with laughed at my introduction, telling me that the Phantom was no stallion I could catch, even if I wished it. They all claimed to have seen him, that he lurks in the shadows behind the stage, that he haunts the many catwalks high above, that he knows everything that goes on and that he runs this theater–"

Blueblood growled at those words. "Get on with it," he snarled.

Crafty Crate swallowed his nervousness. "T-they all seemed quite sure that this Phantom is not a prankster, that he truly exists…and I scoffed at them, saying it could be anypony; the letters could be written by any number of ponies wanting to make demands, but they became quite insistent that the Phantom exists! They then told me about ponies who…who did not follow the Phantom's wishes, who did not obey his orders, and who met the wrath of the Opera Ghost," Crafty Crate paused briefly, grateful to see that the Prince did not look homicidal, but, rather intrigued.

"They told me of men who had disappeared, who went below the stage, down far below the Opera House, where once upon a time the theater kept its props and supplies, but now were lost to the Opera Ghost. They said that's his domain…and those that have gone down there, were never heard or seen again," Crafty Crate shivered at the memory of the stallion's words, still recalling how chilling the tale was. "And I laughed, trying to show my doubt to their words, and asked them who was the last pony to have disappeared…and then they all exchanged glances with one another before saying the name of…Time Turner."

Blueblood stared at Crafty Crate, bewilderment slowly settling in. The old stallion had raved like a lunatic about the Phantom…was it possible? "You mentioned you had news on Fluttershy?"

"Oh yes monsieur! In fact, one of the stagehooves interrupted the others who said Turner's name, claiming that it was in fact the costume mare who was last seen disappearing below stage. You see, on the night of the opening gala, one of the stagehooves was meant to go below stage to fetch a prop, but they all claimed to know better, that below stage was strictly off limits! However Time Turner overheard the stallion arguing, and claimed he would go below to fetch the prop himself. Needless to say, the stallion never returned."

"Needless," Blueblood muttered. "And?"

"Well…after it became apparent that he had been missing, his daughter became extremely agitated, wanting to form a search party to find him, but Fleur De Lis said something that offended the young mare, and…well…punched the star soprano directly in the eye," Crafty Crate bit his lip recalling how the stagehooves burst out laughing at this story. "As you can imagine, the mare was fired on the spot! However, instead of returning home as she was advised, she approached these stallions and demanded to know if they had seen her father. They informed her he had gone missing after descending below stage, but without word or thought, she too descended…and…hasn't been heard or seen since."

Blueblood sat there; trying to absorb everything he had just been told. "And the mare who owned the apartment they occupied…hasn't seen either of them since that day?"

Crafty Crate nodded his head. "Which…only brings me to this conclusion monsieur…either the two of them have truly disappeared from society…or…" he wasn't sure he wanted to tell the Prince that he was beginning to believe the stories of the infamous Phantom. "They say that the Phantom dresses in black, and that he wears a mask to hide his horrible face!"

These words soaked over Blueblood, and he recalled how Time Turner had briefly, in his madness, described the Phantom to him, as a horrible grotesque figure with a misshapen face and a demon's soul. But it could not be possible? Could it?

"You've done well, Crafty Crate," Blueblood murmured, staring into the flames before him. "I do not believe I will be needing your services further…I shall have my valet fetch you a carriage and pay you what I owe."

Crafty Crate beamed at Blueblood's words; however he did not think he had truly solved the mystery. "Thank you, monsieur, but…if I may ask, where will you go from here in your search for the missing mare? I mean…it is extremely hard to believe that she has been kidnapped by the mysterious Phantom…is it not?"

Blueblood said nothing, simply continued to stare into the fire…as he was doing now, two nights since the conversation he had had with Crafty Crate. For the past two days that followed the Christmas conversation, Blueblood had been deep in thought of what next to do about the case of the missing costume mare. He couldn't simply storm his way down below the stage, and he wasn't entirely convinced that this whole "Phantom" nonsense was more than a prank. But something needed to happen, after all, how much longer was the Marquis Filthy Rich going to live? He had to find Fluttershy if he was going to get his hooves on that fortune!

And then an idea struck him. "CRESCENT MOON!" he shouted, rising from his chair and striding to fetch his coat which had been thrown over another chair. The butler appeared, looking extremely tired as it was nearly midnight. "Have my carriage prepared, I leave at once."

Crescent Moon, the butler, looked extremely confused. "But monsieur…where are you going at this hour?"

Blueblood grinned to himself. "To see an old…'friend', so to speak."


The night was cold, the coldest yet, but Discord knew it was just going to get colder. He went about his work, lighting the fire, stoking the dying embers, and adding more wood now and then. He continued to do this until he was satisfied that the fire would last the rest of the night, yet it normally took several hours to reach this level of satisfaction.
Discord sighed, a part of him not knowing why he still did this, yet deep down, he knew…he was just afraid to admit it.

He gazed at the orange flames that danced in the small fireplace, feeling their warmth wrap around him, and he remembered a similar fire that not so long ago roared through his veins…a fire that still remained, yet he feared the burning that he knew would utterly consume him from such a blaze.

He turned his eyes for a moment, allowed them to linger, and then added one last log before turning and leaving the chamber.

"So this is where you've been late at night."

Discord met Rainbow Dash's eyes, but said nothing. Instead, he walked right past the peg legged mare, away from the entrance to Fluttershy's chamber, and began heading back to his own chamber to lock himself away with his music.


"What?" Discord turned and growled at the mare.

Rainbow Dash swallowed the lump in her throat, her courage fleeting with the cold night wind that rushed through the tunnels. "I…I s-s-simply w-w-wanted to r-report to you t-that we still have found no trace of…of the mare's father," she whispered.

Discord felt the tenseness in his muscles slowly melt away, but his jaw remained hard and set. Ever since that Christmas night when Fluttershy came to the roof, he had given orders for the others to learn of Time Turner's whereabouts. It was the least he could do, even if things between the two of them were…more muddled than ever before.

"Keep searching," Discord growled, before turning on his heel to leave.

However, Rainbow Dash stopped him with a question. "Forgive me, Master, but…why are we doing this?"

Discord paused, the tenseness slowly returning. Rainbow Dash swallowed another growing lump, but continued. "Why now? I…forgive me, Master, but…it is no secret to the…to the rest of us that…that you two are not speaking…a-a-and why now…why are you still concerned with…with finding her father? And…and I must confess Master, I…I am surprised…" Rainbow Dash motioned toward Fluttershy's chamber. How long had Discord been visiting the sleeping mare to keep the fire in her fireplace from going out? Why did he still do these things when it seemed so obvious to him that…that the two of them despised one another?

Discord kept his back to Rainbow Dash. He too had been questioning his motives and reasons, but the answer to them he was not yet prepared to give…at least not out loud. "You do these things Rainbow Dash," Discord began, slowly turning his head and catching the mare's gaze with his amber eyes that looked like liquid fire, "because I tell you to."

With that, Discord disappeared into the shadows, leaving a trembling Rainbow Dash behind in the darkness. Whether Discord was going to admit it or not, it was obvious to Rainbow Dash that the Master had a secret, one he was not prepared to say…but one that was becoming more and more apparent in his eyes.


"Time Turner!"

The old stallion's eyes slowly fluttered open. He groaned as he shifted on the uncomfortable prison cot, bending his head to see the officer standing just outside his cell. "Look alive stallion!" the officer barked. "You have a visitor."

Time Turner's brow furrowed at these words. Visitor? For as long as he had been in this jail, no one had stepped foot to see him, mainly because no one, sadly, knew of his whereabouts. Once upon a time he hoped beyond anything that Fluttershy would somehow escape the Phantom's clutches; that she would find him, and together they would leave this city that had become a nightmare. He dreamt of perhaps traveling back to Sweetlan, the two of them, and starting a new life there. But his dreams died with every passing day, and with the change of the seasons, so too did his hope change to despair.

Yet now, with the announcement of a visitor, Time Turner suddenly felt his hopes rise again, and he quickly rose from the cot as fast as his old weary limbs would allow. Yet the hopeful smile on his face quickly died as the last pony he ever expected to see approached the cell.

"Ah, Monsieur!" greeted Prince Blueblood. "At last, we meet again."

Time Turner sank back down onto the cot, yet a scowl now replaced his look of sadness. "You…" he hissed. "What are you doing here?" he demanded through a harsh cough, clutching the thin blanket around his boney shoulders.

Blueblood sighed and quietly kneeled down so he was at the same eye level as the old stallion. "I come asking for your forgiveness, actually."

Time Turner stared at the stallion with a dumbfounded expression. "F-f-forgiveness?" he practically choked.

Blueblood nodded his head. "Yes…for being a fool and not realizing that it was you who had come into my club that night so many months ago," he sighed, running a hoof through his dark blonde hair. "Had I but known…had I not been so damn drunk…" he cursed himself under his breath and hung his head in shame. Time Turner stared at the stallion with eyes as wide as saucers, realization slowly coming over him.

"You…you remember me?" he asked, his voice barely above a whisper. "You…you know who I am then?"

Blueblood lifted his head and gave a sad smile. "I do, Monsieur Turner, I do. But that night…" he cursed himself again. "Forgive me, I was drunk and had no wits about me, for if I had, I would have recognized you at once. But…sadly, I mistook you for a beggar, thought you were a raving drunken lunatic…" he hung his head again. "I have been away from Maris for several months, and arrived just this past week. When I went to the Opera House to speak with the mangers, it was then that I learned of your absence, and I made the horrid realization. Oh forgive me, monsieur, if you can. I am to blame for your misfortunes, it is I who has locked you in this place."

Time Turner felt his heart move with pity at the sincerity of the stallion who knelt before him. "Oh monsieur…" he whispered. "I…I should have known…I was covered with mud, it would have been hard to recognize me and think otherwise."

Blueblood shook his head. "No, I will not accept any sort of excuses, I was the one who caused you this pain; because of me, you had no other choice than to go to the police, and this is what has happened," he cursed. "Oh monsieur, if you can find it in your heart, although I do not deserve it, please…please forgive me, this is all my doing."

Time Turner shook his head, reaching out with a boney hoof and touching Blueblood's sleeve, which was gripping one of the cell's bars. "No monsieur…this has nothing to do with you…it is that cursed Phantom that has done this."

Blueblood slowly lifted his eyes to meet Time Turner's. "Truly?" he whispered, his green eyes coming alive with a strange glow. "I remember…I remember you saying something about your daughter…that…that she was a prisoner of the Phantom?"

Time Turner nodded his head most passionately. "Yes! Oh that horrid beast! He has her, he took her from me! Oh monsieur," Time Turner felt hot tears roll down his cheeks, and he turned his head away, sobbing into his boney hooves, coughing now and then.

Blueblood removed his handkerchief from his pocket and gave it to Time Turner, who thanked him whole heartily. "Please…tell me more about this Phantom," Blueblood whispered.

Time Turner shuddered at the memory. "He's a demon, monsieur," he whispered. "A monster to be sure. Tall, like a giant…covered in black from head to toe, and his body, a mishmash of different pieces, a monster to be sure…but…oh God above," he crossed himself, "his face…that face still haunts my memory…" he wrapped the blanket tightly around him, yet his shivering only intensified. "He wears a mask, monsieur…a mask to cover his God forsaken face!"

Blueblood was practically leaning against the cell bars. "Can you describe this face to me?"

Time Turner trembled and shook his head most violently. "I…I dare not even think…" he began to cough most heavily, and pounded a boney hoof against his chest to calm himself. "Please monsieur…it…it is only half a face…that is all I can say…one side of his face looks like that of any other stallion…but the other…oh the horror of it is indescribable."

Blueblood leaned back, breathing in deeply everything he had just learned. "And you say he has your daughter?"

"YES! Oh monsieur…I…I did not believe in such stories, so to prove myself, I chose to go below and fetch the prop that the stagehooves had been ordered to retrieve, but…I was trapped and…and he found me," he shuddered deeply. "Fluttershy…oh bless her, she…she came after me…" Blueblood remembered everything Crafty Crate had told him, about the stagehooves who swore that Fluttershy had gone down below the stage, the same way Time Turner had disappeared, and yet had not been seen nor heard from since. "Fluttershy found me, yet sadly, the Phantom found her…but she made a bargain with Satan himself! She offered her life in place of mine…oh monsieur…what horrors may have befallen upon her? My poor daughter…my poor sweet filly…" he sobbed again, his whole body shaking with his tears.

Blueblood rose to his feet and found himself pacing, both Time Turner's news and that of Crafty Crate's washing over him. "And she is still there? With this Phantom?"

Time Turner nodded his head. "I…I can only assume…although who knows if she is even alive! Oh monsieur, she is all I have left in this world! I…I do not know what I will do if she is…if…if she is…" he began to sob again, but Blueblood banged his hoof against the cell's bars.

"Get a hold of yourself stallion!" he practically roared. "If we are to help your daughter, we need all our wits about!"

Time Turner looked up at Blueblood, a smile slowly spreading across his old grizzled face. "You…you will help me, monsieur?"

"Yes," Blueblood whispered, lowering himself again, "but we must keep this a secret between ourselves…I do not want any of the officers here learning of what we have been discussing for fear that they may lock you away in an asylum!"

Time Turner trembled at this, knowing that asylums were far worse than Prench prisons. "I understand," he whispered.

"Good," Blueblood said. "Now, I need to know this for a fact…is this 'Phantom'…an actual living, breathing…stallion?"

"He's a demon if you ask me…" Time Turner hissed. "But…he is flesh, if that is what you mean, monsieur…he is no specter, despite the stories the dancers tell."

Blueblood was pleased at these words. "And…how did you come upon his lair?"

Time Turner trembled. "There is a trap door back stage…a door that leads directly below…but I do not advise that you go down there, monsieur, there are traps everywhere, and…and he has an army!"

Blueblood raised an eyebrow at this. "Army?"

"Well…there are others…they all wore shrouds when I came upon them, but they work for him, minions you see."

Blueblood nodded his head, although he found this piece of news rather hard to swallow. "Well I think you're right, this is not something one wants to be rash about…this will take careful planning, but fear not, monsieur, I am quite determined to find your daughter, bring her to safety, and reunite the two of you once again."

Time Turner felt his face break into a wide smile, his eyes tearing up again, only this time out of joy. "Oh bless you, monsieur! Thank you! Thank you! I knew you were a good stallion, I knew deep in my bones, and now Fluttershy will see that she was wrong and that you truly are a knight in shining–"

"What?" Blueblood stared at Time Turner with wild eyes. "W-w-what do you mean…Fluttershy will see she is wrong…?"

Time Turner bit his lip, looking down at the cell floor. "Forgive me, monsieur…I did not mean to offend…only…you see, Fluttershy, I'm afraid, is sometimes too…realistic I suppose, for her own good. Her mother was a lady of wealth, and she married me, a poor musician. It is not hard for me to believe a pony of great wealth falling in love with…well, with somepony society would say is 'below them', but…Fluttershy has a harder time believing in the possibility, sadly."

"Well…let us hope that I too can…prove her wrong," Blueblood said through clipped lips, but with a genuine smile.

Time Turner did not notice the clipped tone and smiled back. "Oh monsieur, how can I thank you? I know that with your influence, you can summon an army of heaven's angels to do battle with that horrific Phantom and save my daughter. Oh bless you, monsieur…bless you," Time Turner reached out and grasped one of Blueblood's hoof and kissed it.

Blueblood's first reaction was to shake the stallion off him, but he caught himself in time and allowed Time Turner to show his gratitude before removing his hoof. "Once I have found Fluttershy, I will then be able to convince these imbeciles that you are not a mad stallion, and have you released at once."

Time Turner smiled even more. "Oh thank you, monsieur, but all that matters is the safety of my daughter. But thank you, monsieur, oh thank you so much."

Blueblood nodded his head, before turning and leaving the cell block. Outside, he was greeted by Chief Inspector Silverstar, the stallion he was paying to keep Time Turner locked behind bars. "Well?" the inspector asked. "You wish for me to release him?"

Blueblood scoffed at the stallion. "Are you mad? The stallion is clearly insane! But I was able to retrieve the information I desperately needed," he said with a wry grin. "I think it will only be for a few more days that you'll have the…delight, shall we say, of Monsieur Time Turner's company."

Silverstar nodded his head. "And then?"

"Well, that depends," Blueblood sighed. "If all goes according to plan, I shall remove Time Turner off your hooves myself…but if not…I'll gladly pay the fare for the coach that has to drive him to the asylum."


Flam yawned very loudly as both he and Flim sat in their office, awaiting the arrival of the Prince, whose message they had both received in the middle of the night, stressed great urgency for the two of them to be at the Opera House extremely early for important matters of business.
"I do not know if any business is this urgent," Flam muttered, yawning again. Flim heartily agreed with his business partner, but said nothing.

"Ah! Good morning gentlemcolts," Blueblood greeted rather cheerfully, entering the managers' office and offering each of them cigars. "I do feel today is a day of celebration," he explained with a wide grin.

The two managers stared at the Prince in stunned silence. Never had either of them seen the stallion looking so…happy. Only when discussions were about money did he look anywhere close to being this happy.

"G-g-good morning, monsieur," Flam said rather nervously, looking at Flim for explanation on how to handle Blueblood's new and strange mood.

"I trust all is well monsieur?" Flim asked, smiling and thankfully accepting the cigar, although he too was just as puzzled.

"Oh very well, thank you," Blueblood chuckled, lighting his own cigar before lighting those that he handed out. He then took Flim's desk chair, seating himself and inhaling deeply before releasing a large cloud of smoke. "Well, I shall not delay your questioning glances further," he sighed, taking one last long puff on his cigar before focusing on the two confused managers.

"I called for this special meeting because I wish to have things started at once, after all, New Years Eve is only…good heavens, two days away, and that's counting today."

Flim and Flam exchanged looks. "I…I beg your pardon monsieur?" Flim inquired. "What…what exactly are you wishing we 'start'?"

Blueblood's smile spread even further. "Why…planning the ball of course."

"BALL?" both managers shouted together, rising to their feet and coughing on the smoke from their cigars.

Blueblood grinned and inhaled deeply. "Yes, a ball given in honor of the whole company; the singers, dancers, musicians, even those that work behind the curtain…I want them all there," he exhaled a long stream of smoke into the direction of the managers. "I suggest you get right on it, especially since I already had the invitations issued this morning."

"I-i-i-invitations?" Flam gasped, pounding his fist against his chest from the smoke he was choking on. "F-f-for the company?"

"Of course not!" Blueblood scoffed. "I expect you to inform the company…the invitations are for the elite of Marisian society."

"M-m-m-marisian s-s-society?" Flam practically spat.

Flam pushed the younger manager away, looking at the Prince straight in the eye. "Am I to understand, monsieur…that you have sent out invitations to…to half of our most prominent patrons–"

"All of them, actually," Blueblood sighed. "You have no idea how much fine paper costs, especially when you're paying by the letter."

Flim forced himself to remain calm. "You have practically invited all of Maris to come here, on New Years Eve, for…for a ball?"

Blueblood smiled and nodded his head like a little boy who had been told he had done something very good. "Yes, and not just any ball, a masked ball, so I'm counting on you to inform the company of that as well."

Both Flim and Flm were looking at each other as if they should call the asylum to inform them that the Prince had completely lost his mind. "This was…this was the urgent news?" Flim slowly asked.

Blueblood exhaled another large cloud of smoke. "Of course it is! What could be more important than that?"

Flam was pacing back and forth, his hooves in his hair. "I…I just thought…monsieur, you know we are in great financial debt, what with the last few…performances," he hissed. "How on earth are we going to afford–"

Blueblood waved his hoof. "Do not worry about expense, I shall handle all finances; but I'm counting on you to organize everything by New Year's Eve! And the party begins promptly at 8 o'clock, so have the doors open then."

Flam couldn't hold it back any further. "BUT WHAT OF THE PHANTOM?"

Blueblood, who at that moment had been rising from Flim's chair, stopped and stared at the younger manager who looked ready to pull out his own hair. "What of him?" he responded coolly.

Flim was rubbing his temples as his partner wailed on. "Pardon me, monsieur…but…am I not correct in recalling that we needed to discover the whereabouts of this prankster, this stage hoof who is attempting to send us into financial ruin?"

Blueblood could only grin. "Do you still have a copy of that score?"

Flim lifted his head. "Yes…b-b-but why? It's utter rubbish, as you said so yourself–"

"Well, I think you should hold onto it…at least just for a little bit longer," Blueblood explained. "You see…I was sure that the invitations announced that not only was this ball in honor of the whole company…but also, at the ringing in of the new year, an announcement will be made on the new 'project' that the Maris Opera House is preparing for later this season."

The jaws of the two stallions dropped as they stared at their greatest of all patrons. And then, slowly, realization dawned on them both.

"This is…this is all a ploy…a plot to…to drag this so-called 'Phantom' into the light," Flim whispered. "This is all deliberate so that he…or she…will reveal themselves–"

"And thus ending our dilemma! OH IT'S BRILLIANT!" Flam exclaimed.

Blueblood looked rather smug. "Yes it is, I must say," he sighed, taking one last long puff on his cigar before stuffing it out. "So you best get to work." No need to tell either of them about his encounter with the old stallion, Blueblood thought. This was the perfect trap, using the Phantom's score as bait to lure him out into the open, and finally put an end to this ghost story. All that mattered was the simple fact that the Phantom was flesh, and whether the infamous Opera Ghost turned out to be a stage hoof playing a great prank…or a freak of nature that the old stallion claimed to exist, he would have his answer by the new year.

And with the answer of who really is the Phantom of the Opera, he hoped to discover the truth and whereabouts of the just as elusive Fluttershy.


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She looked like an angel, standing in the snow that fell through the lagoon ceiling, the flakes swirling around her body, her hair blowing softly in its breeze.

But the warmth she once radiated seemed dead; despite her angelic beauty, she looked like a statue, a cold stone object that had no warmth, no life.

Once upon a time, she danced with the snow, her arms outstretched as she twirled like a child at play, laughing as the little black kitten named Carmen leapt to catch snowflakes.

Now, she stood in silence, her wings curled around her like a shield, the kitten mewing at her feet, but she showed no sign that she was listening. She just stared…at some unseen abyss.

He was a safe distance away, hidden by the shadows that had long been his friend, glad that she could not see him, yet feeling deep regret as well.

His efforts for avoiding her since…the incident…was proving to be very hard. They had not spoken to each other since; there had been no lessons, no form of communication whatsoever. The distance they had made between one another was like a canyon, which was just fine with Discord.

Or so he tried to tell himself.

But old habits die hard. Discord couldn't stay away as the nights grew colder. Ever since that first snowfall, while Fluttershy slept, he would go and tend to her fire, making sure that she would not freeze. Some nights were simple and quick, in a matter of minutes he would have her dying fire roaring with life again. Other nights, he may be there for what felt like hours, yet he didn't mind. She was so beautiful, the way her hair fell across her pillow like a pink pool, the way her coat looked in the dying firelight, the way her body softly rose and fell with each sleeping breath. Discord was torn with burning desire to feel himself wrapped in her softness, and the heart-wrenching longing to feel her arms around him. He had never felt such passion, such desire, such…such yearning for another.

Yes, this was far more than lust, and it was far deeper than attraction or friendship.

Not since the first night he had seen her bathing, Discord had returned to the lagoon for fear of coming upon her again in such a state. Once he would not care about such things, but he valued her too much, he respected her too much to ever leer and ogle.

However, since the winter days and nights had crept in, he knew that the chance of her bathing were extremely slim. And he remembered how the day after Christmas he had come upon her playing in the snow with the kitten, dancing and twirling with joy, reminding him once again that truly, she was an angel, a beauty that had fallen from heaven to the depths of his hell. He had not the heart to make his presence known; he simply hid in the shadows and watched her with ever-growing longing.

But her joy was gone now. She no longer played, she no longer danced. In a matter of days, she had grown so much older and for the first time, he noticed the ill effects his world was having on her. She was not overtly thin, but she did look so much frailer than before. And she had grown distinctly pale; her skin once had a creamy glow about it, and there was a rose to her cheek…yet now she looked like a small pale china doll. And there were dark circles forming under her eyes, and her cheeks looked swollen and puffy…

And yet, despite these unpleasant changes to her appearance and personality, she still radiated beauty. And as he had thought when he first saw her dancing in the snow, he still knew that no matter what, he would always be what he was…a monster.

And it was hopeless to even believe for a second she would ever see him as anything else.


The soft voice interrupted Discord's thoughts, and without a word he turned and walked passed Rainbow Dash, heading to his chamber where Fluttershy would not be aware that he had been near.

Rainbow Dash quickly followed, and once they had reached the chamber and Discord had seated himself at his organ, Rainbow Dash quickly delivered her message. "I beg your pardon Master, but I felt this was urgent."

Discord was already playing, a song that had been in his head for several nights now. It had no words, and he had not begun to write it, but the melody had been haunting him like a dream. "What is it?" he simply asked, not lifting his eyes from the keys he so expertly played.

Rainbow Dash took a deep breath and held out the note with her good hoof. Discord was actually surprised by the token; normally it was he, who delivered the messages here. Without another word, he stopped his playing and took the note, breaking its seal and began reading the elegant writing.

Rainbow Dash watched as Discord's eyes went wide, and then narrowed to tiny slits of fire. Every muscle in the Phantom's body tensed, and his paw gripped the note as if he depended upon it to breathe. "Who gave this to you?" Discord barked, his gaze only briefly leaving the note.

Rainbow Dash swallowed the lump in her throat. "It was found…" she quickly continued as she saw Discord's jaw twitch with impatience. "I was in the northern caverns, checking our traps, and…I heard a noise…near the trap door behind the stage, and…" she took a deep breath, "I saw, through one of our spy holes, the Prince leaving it on the floor." There, she had said it…now she simply had to wait for Discord to explode.

But the Phantom made no such noise or gesture. He simply stared at Rainbow Dash, and then moved his eyes down to the note. He glanced once more at Rainbow Dash, then once more at the note…and then erupted with violent laughter. "The…the c-c-clever b-b-bastard!" Discord laughed. This reaction startled Rainbow Dash greatly, and it was not merry laughter, but cold, dark, and calculating. It was the laughter of a mad stallion.


Discord stopped his laughter, but continued to smile most maliciously. "He's calling me out," Discord whispered. "It's his way of challenging me, but little does he know what he's truly getting himself into."

Rainbow Dash was extremely curious to know what the note said. It didn't matter if she had opened it or not before giving it to his master, she couldn't read anyway. But whatever it said, Discord's reaction was one of triumph and evil glee, despite the fact that the Prince had, as Discord said, "called him out."

"If the Prince wrote that…and deliberately left it here for…for one of us to find…" Rainbow Dash needn't say any more, nor did she wish to dwell on it further. The Prince knew of their existence, he now believed the ghost stories to be true, but instead of reacting with fear as everyone else had, he was challenging the Opera Ghost. "Master, what are we to do?" Rainbow Dash asked with desperation in her voice. Horrible images of the carnival crept back into her memory.

Discord crumpled the note and threw it over his shoulder. "Nothing," Discord said casually. "However, I have an appointment with Monsieur Blueblood, as well as with all of Maris that I must prepare myself for…excuse me," and with that said, Discord, still chuckling, fled the chamber, disappearing once more into the shadows that enveloped him so well in mystery.

Derpy grinned as she dangled a piece of string in front of Carmen, laughing as she batted it back before giving a most indignant meow. "She's g-g-getting f-f-frustrated, which makes her j-j-j-jump a-a-all the more h-higher."

"Well you would be too if someone were dangling something you wanted in front of you," Rarity scolded, although it was in a playful tone. She was sitting in the corner of the main chamber where she and the others slept, sewing some patches onto an old pair of trousers. She glanced over at the young mare seated next to her, the smile on her face quickly disappearing.

Fluttershy was working just as diligently on a shirt that belonged to Shortround, but there was no sign of life in her at all. She made no sound, she showed no emotion, she simply went about her task. And it was extremely unlike her.

"My dear," Rarity whispered, her hoof reaching out and resting atop Fluttershy's. "I do not think work will make things better, no matter how hard you throw yourself into it."

Fluttershy, for the first time showed some sign of life, her eyes lifting to the old mare's. "What makes you think–"

"I see it every day with the Master, and yet I know that despite his best efforts to immerse himself in his art, I know that he is still yearning…still aching."

Fluttershy looked deeply into the other mare's eyes. "Y-y-yearning?" she whispered. "Yearning for what?"

Rarity couldn't help but smile and softly squeezed Fluttershy's hoof. "I think you know, my dear."

Fluttershy suddenly flew to her hooves and she began pacing back and forth most passionately, groaning with great frustration, her body on the brink of breaking down and sobbing till she could no longer move out of exhaustion. "I don't know what to do!" she cried,flaring her wings high in the air, letting her frustrated tears spill forth. "I…I thought…I thought that maybe, if…if I just…if I showed him that…that I don't care about his face, that I…that I'm not like those mares, that…that I'm different, that…that I…that I…"

"That you love him?" Rarity whispered.

Fluttershy stopped and stared down at the smaller mare whose wisdom caused her to tower over everything else. "You know?"

Rarity chuckled and grinned at Derpy who was grinning back. "We've all known my dear…please don't take offense when I say…it has been rather obvious."

Fluttershy collapsed in a heap on the hard cavern floor, her hooves cradling her weary head. "Obvious to everyone but the one creature my feelings are for," she murmured, before leaning her head into Rarity's lap, her small hooves running through Fluttershy's tangled waves.

"Have you told him how you feel?"

Fluttershy held back a sarcastic laugh. "I do not think he would listen, let alone believe me…he would think I was simply playing a part, that it's impossible for anyone to love him." She lifted her tear stained face to Rarity's. "But I do! I do love him, but…I'm so scared…"

Rarity sighed and brushed a strand of hair away from Fluttershy's cheek. "In all my years of living here with the Master, I've never known him to feel so content, and I've never seen him so happy, until you came into his life and ours," her hooves cupped Fluttershy's chin, her eyes locking with the mare's. "Tell him…he respects you, he listens to you better than anyone else, tell him your feelings, tell him that you don't care about his face or his body, but tell him! Until you do tell him, he'll never believe it possible for love to come into his life. Until you tell him Fluttershy, you'll never know if he returns your feelings," she sighed again, her hooves moving to Fluttershy's shoulders and slowly pushing the mare away, encouraging her to stand. "I know it's frightening, the uncertainty of it all. But only you can do this," she emphasized. "The Master feels love is a weakness…but you need to show him that it is indeed strength."

Derpy grinned and clapped her hooves. "F-f-fluttershy w-w-will make the Master happy j-j-just like the gypsy mare makes t-t-the h-hunchback!"

Rarity smiled at Derpy, although Fluttershy saw the guilt in the old mare's eyes for the white lie she once told Derpy about her favorite story. Yet Derpy's words hit her; why couldn't Quasimodo have a happy ending with the gypsy Esmeralda? Why did the beauty have to run away, why couldn't the "beast" find love? No…she was not going to join that long list of tragic characters. She was not going to let anything dictate who she could and could not love. "You're right Derpy," Fluttershy said with new determination. "I will make him happy, and I must tell him…at once!" She turned to leave, to march to Discord's chamber and tell him everything, barring herself at the entrance so he could not turn her away. She would make him listen, she would show him that when they had kissed, it was because she, Fluttershy, wanted to kiss him, that she loved, desired, and wanted him. And she would kiss him again to prove it, she would never stop kissing him, even if he tried to push her away, she was most determined. She was going to win his heart and prove to him that he was indeed worthy of love.

Yet before Fluttershy could leave, Rainbow Dash came bursting in, gasping with breath, Shortround at her side, holding a crumpled piece of parchment in his hooves. Rarity could tell that something was wrong and quickly rose from her chair. "What has happened?" she asked, her eyes going from Rainbow Dash to Shortround and back.

Shortround looked just as grim as Rainbow Dash. "A letter had been delivered," he quickly explained. "Rainbow Dash came across it and brought it to the Master," he glanced down at the letter, dread filling his spirit as he once again read the words. "It appears that on New Year's Eve, there is to be a ball…a masked ball, held here, at the Maris Opera House, in honor of the whole company, and half of Maris has been invited."

"New Year's Eve…" Rarity whispered before realization struck. "Good heavens! That's tonight!"

Fluttershy was also feeling Rarity's discomfort. "So…so naturally Discord is upset…because this means something is going on without his permission, yes?" She hoped that was the answer, but the dreadful feeling that was growing in the pit of her stomach told her otherwise.

"If only," Rainbow Dash muttered. "Turns out, according to what Shortround has told me, at midnight, an announcement will be made about a particular 'project' that the Opera House will be taking on, before the end of the opera season."

Fluttershy knew at once what this meant. She also knew Discord's reaction. "W-w-where is Discord?" she asked, her voice growing soft and shaky.

Rainbow Dash glanced at Shortround, and then sighed. "The Master disappeared after reading the letter…I…I believe he has gone ahead…"

"Lord have mercy," Rarity whispered, before quickly crossing herself. Fluttershy held her hooves out, to which Shortrounf sadly placed the letter.

"B-b-but the M-m-master w-w-wears a mask…n-n-no one w-w-will take notice, right?" Derpy asked, although she too was looking extremely worried.

Rainbow Dash grumbled something before removing a tin flask from her boot and taking a deep swig. "The Master is sure to stand out wherever he goes," she muttered. "And what's more, he's 'dressing up for the occasion'," she took another long deep swig. "Last I saw him, he was running in the direction to where the costumes were kept…no doubt he'll find something to his liking…who knows what he's turned himself into!"

Fluttershy looked up at Rainbow Dash, the letter shaking in her hooves. "The signature simply says 'B'."

Rainbow Dash glanced and Shortround and sighed. "I saw the letter being left near the trap door behind the stage curtains…by Prince Blueblood."

Fluttershy's eyes went wide as she recalled Discord's hatred for the Prince, as well as the Prince's refusal to believe that the Phantom existed. "It's a trap…" she whispered. "He's calling Discord out…he wants Discord to reveal himself…oh God."

Derpy began sobbing at the thought of losing her Master, and Rarity quickly leapt to her hooves. "Damn Discord!" she growled, surprising everyone by her tone. "Damn him for being obsessed with revenge rather than thinking of those who love him!" she said this with an obvious look at Fluttershy.

"His hatred for the Prince blinds him," Shortround sighed. "Just as much as his obsession with music. I fear that the two combined…" he quickly crossed himself.

"So what are we going to do?" Rainbow Dash cried out, throwing her now empty flask against the wall. "Just…just sit here and wait for them to invade our home and take us away again?" Derpy began to sob at the thought.

"No of course not!" Fluttershy shouted. "Nothing is going to happen to any of you…or to Discord!"

The others stared at her with confusion. "W-w-what are you saying, my dear?" Rarity asked, although she felt a strange sense of joy and hope rise within her as she saw Fluttershy's fiery spirit spring forth with life.

"I will go above and stop him before he does anything rash…or before anything happens to him," she vowed.

Both Rarity and Shortround brightened. "Yes! Yes of course!" Rarity declared. "You are the only one of us who can go above undetected! Yes! You can find the Master and warn him and bring him back before anything happens–"

"I don't like it!" Rainbow Dash muttered. "What do you mean 'undetected' anyway? You don't think ponies will wonder where she's been all this time if they see her?"

Shortround rolled his eyes. "It's a masked ball Rainbow Dash, Fluttershy will be disguised."

But Rainbow Dash remained stubborn and indignant. "It's an excuse…an excuse to escape!"

"How dare you!" to everypony's surprise, it was Fluttershy who spoke. "How dare you Rainbow Dash! How dare you think so little of me and how dare you accuse me of trickery! Have I not proved to you after so long that I would not betray any of you or your trust in me?" she marched over to her, her shoulders squared, her chin lifted, and her eyes burning like a storm-driven sea. "After months of having opportunities to escape, you think I would do so now…when my friends need me most? You truly think so little of me?"

Rainbow Dash turned away, but her face was already etched with shame. Derpy approached and touched Fluttershy's hoof. "Y-y-you w-w-will come back?" she whispered, her voice full of hope.

Fluttershy smiled up at the mare and squeezed her hoof before touching her face with the other. "I will not abandon you Derpy…I promise."

"Come, come! We do not have time to argue or reassure one another," Rarity declared, taking Fluttershy's hoof and pulling her away. "We must get you ready for that ball…" the urgency was still in her voice, but so was an air of excitement. "And I know just the gown for you!"

Fluttershy blushed and grinned as the tiny mare pulled her along the cold stone corridors. "It needn't be anything extravagant," she murmured. "I am only going above for what I hope will be as short as possible."

But Rarity was hearing none of it. "Nonsense! I don't care how long it takes for you to track the Master down and put a stop to this whole silly mess. The point is he will be seeing you…and I want him to be robbed of his breath!"


"Are you sure this was a wise decision Flam?" Flim whispered, feeling utterly ridiculous in the costume he was wearing. He wore a green mask that resembled some sort of skull, and a green satin cape that at the time looked festive and dashing, but now he felt like an utter clown in the get-up. However, nothing was more ridiculous than Flam's costume; a black suit that was covered with pictures of bones from head to hoof. He wore a red satin cape and a half-skull mask that covered his eyes and nose, as well as a black satin top hat to compliment the look. If it was possible for the look to be complimented…
"I have faith in the Prince's plan," Flam said with a smile, greeting guests here and there. "I thought for all the lectures you give me about trusting our dearest patron, you too would have great faith?"

Flim adjusted his waistcoat. "Yes, but that was before I knew I was going to look like a buffoon!" he hissed.

The masquerade ball was well underway. Guests from the richest families in all of Maris were arriving, each wearing a costume more extravagant than the ponies before them. In the grand foyer, the sounds of laughter could be heard, as well as the smell of champagne and the dizzy sight of swirling gowns dancing to the orchestra that played. Amazing how well very little planning and notice went off.

"Monsieur!" Flam exclaimed as Blueblood quietly approached the two managers. Blueblood smiled and bowed his head to the two ponies, however it was obvious from the look on his face that he was looking for someone else. "Monsieur, where is your costume?" Flam inquired, taking notice that the Prince simply wore an elegant tuxedo.

"I do not believe in such frivolities," Blueblood muttered, his eyes scanning the stairway and balconies above.

"That makes two of us," Flim muttered, removing his mask at once.

Flam ignored Flim's comment and followed the Prince's gaze. "I…I have not seen anypony…unusual, monsieur," he confessed, although finding somepony unusual looking at a masquerade ball was like seeking a needle in a haystack.

"I have no fear that our 'guest of honor' will make his presence known in good time," he smiled, before taking a glass of champagne that was offered to him from a pretty young mare. "Now if you will excuse me," he said, following the pretty thing away from the managers.

Flim did not like this at all. While it seemed that it was indeed the perfect trap, it still meant that the "Phantom" had an advantage; this was his territory…whoever he was.

"Good evening."

Both Flim and Flam turned to the voice behind them, and gasped at the sight of the stallion before them. He was clothed from head to toe in red, the color of fresh blood. His jacket, which was tightly buttoned up, his breeches, even the cloak that he wore…all the color of blood. The only portions of him that weren't red were his black knee-high boots, his belt and sash, and the mask that he wore, which, ironically, looked like a skull, yet with more refined detail. It covered his whole face, save for his mouth. His hair was dark, black it seemed, and pulled back away from his mask. And his eyes…the color was both intimidating and penetrating. You wanted to look away immediately, but couldn't. Something compelled you to lock eyes with him. And it was extremely frightening.

"G-g-g-good e-e-evening, m-monsieur," Flam barely whispered, his lips trembling as he spoke.

The stallion, who towered over both managers, made a simple bow with his head, but his eyes never left their stunned pale faces. His eyes drifted over both of them, before looking them up and down, as if measuring their character. "Nice costume," he muttered to Flam, before sweeping past the two of them into the throng of dancers.

Flam and Flim stared at the stallion in red as he went past them and disappeared into the crowd. "W-w-w-who was that?" Flam finally muttered when he found his voice again.

Flim had no idea, but a strange and cold feeling was beginning to swell within him. "I'm not sure I want to know," he whispered.

"M-m-m-most likely noble blood," Flam attempted to reason. "After all, he…he looked like nobility."

"Nobility from hell?"

Flam shrugged his shoulders. "It is after all a masquerade…one is supposed to look different than they normally would…yes?"

Flim realized that Flam was seeking reassurance, however he was not positive if he had any to give. "Perhaps we should find the Prince…"

Yet they were not the only ones seeking out the Prince's presence. Blueblood, who was dancing with a most delectable creature, was not aware of a pair of amber eyes watching him like a hunting predator. However, before the predator could move in for the kill, those two bumbling idiots came bursting through the crowd, pulling the Prince away from his partner.

Blueblood, who was not pleased to be taken away from his next conquest, shook the hooves off the managers and glared at the two of them. "This had better be good!" he hissed, his eyes losing sight of the sweet morsel he had been dancing with.

"Monsieur! We…we met someone, a stallion, dressed all in red, wearing a skull!"

Blueblood stared at Flam as if he were the village idiot. "Oh, well that gives me a clear picture!" he sarcastically groaned, before tearing Flam's own skull mask off.

"Monsieur, we have…reasons to perhaps believe that…that this pony…well, he may be our stallion," Flim said carefully, hoping he at least did not sound nearly as foolish as his partner.

Blueblood groaned and rubbed the bridge of his nose. "So let me understand…you encountered a stallion, dressed all in red, wearing a mask the shape of skull–"

"Wouldn't be surprised if it were a real skull!" Flam mumbled.

Blueblood ignored the stallion's comment. "And simply because…this stallion looked menacing to you both…you assume therefore, that he is 'The Phantom'?"

Before, Flim thought his comment sounded extremely intelligent. Not so much now. "If you had seen him monsieur," he explained. "I've never seen anyone like that before–"

"OF COURSE YOU HAVEN'T!" Blueblood exploded, however he quickly lowered his voice so no one else would look. "This is a masquerade ball! No one looks like anyone you've seen before!"

"But monsieur!"

"I've had enough of this conversation!" Blueblood hissed, turning on his heel to leave the two stallions, however the sight of a young mare entering the foyer momentarily stopped him. She was dressed in a golden gown with blue lace at the shoulders and bust. The gown was delectably cut low, leaving little to one's imagination, and her curves were lusciously flattered by the cut and style of the dress. Her arms were bare, save for a pair of lace gloves that she wore on her hooves, and her hair, which sparkled with golden jewels, flowed wild and free off her bare shoulders. Blueblood stared at the mass of pink waves, sensing something familiar about the mare, but he couldn't see her face. She wore a golden mask that covered the upper part of her face, however the soft pink glow of her cheeks was still visible and beautifully illuminated by the candlelight of the foyer.

Flim and Flam also took notice of the mare in the dazzling gown, as did several other jealous mares who were purposefully tugging on the sleeves of their partners, who couldn't help but gawk somewhat. "Excuse me," Blueblood muttered to the managers, quickly crossing the foyer to where the mare stood. "Mademoiselle," he greeted warmly, bowing humbly before taking one of her small lace-covered hooves and kissing its surface.

Fluttershy jumped at the sound of the Prince's greeting. She had been looking around for Discord the second she had entered the foyer, but knew it was going to be close to impossible to find him in this thick throng of masked dancers. However, now she had a different dilemma to contend with: the Prince.

"Monsieur," Fluttershy said with a curtsy, hoping he would not recognize her voice. Blueblood gave no indication whatsoever.

"Would you care to dance?" he asked, extending his hoof to the beautiful golden mare. He was extremely curious as to who she was; something about her…just seemed so familiar.

Fluttershy's first reaction was to decline his invitation. After all, she cared little for the handsome Prince, and she had not forgotten his treatment of her so many months ago. Yet if she refused his offer, it may cause suspicion, and the last thing she wanted was him attempting to pursue her the whole night. Perhaps one dance would sate him, or so she prayed. "Thank you, monsieur," she said politely, taking his hoof and following him out to the dance floor. At least by dancing together, he would not be able to unleash a trap on Discord...

Everyone was dancing, couples swirling around in a mass of color and silk, all the faces masked, all of them laughing and being merry. But where was her Discord? Where was her masked love?

Fluttershy's focus changed as she felt the Prince lean a little too close to her chest, as his feet expertly began dancing to the music. "I must say…I'm most curious as to know who you are," he murmured, his eyes dancing over her masked face and hair. Fluttershy only prayed that her eyes would not give anything away…however she had little fear in that, as she believed her eyes were the last things his would focus on.

"Come now, monsieur," she chided. "Why ruin the mystery with revealing names?"

Blueblood chuckled. "Too true, my dear, too true." He swirled her around, and Fluttershy gasped as she saw a masked figure leering at her, but when she was swirled again, she realized the figure was not who she thought. No matter what costume Discord was wearing, Fluttershy knew in her heart she would recognize him when she saw him.

"You don't like to talk much, do you?" Blueblood remarked. Blueblood blushed and turned to face her dance partner. Blueblood's brow furrowed even more. "You also don't seem to know this dance."

Fluttershy's eyes went wide. Naturally he thought her a mare of great wealth and connections, a lady who would have been trained at an early age in all sorts of formal dancing, but because Fluttershy was a country mare, she knew nothing about formal dancing, other than the simple country dances she and other country born children learned at village assemblies. "Forgive me," she replied. "It's just…not too long ago I suffered an ankle injury…and this is my first dance since," she gave a sweet smile which she hoped would distract him from her lack of dancing skills.

Blueblood cocked an eyebrow. "You must have been off your feet for quite some time."

Fluttershy bit her tongue. Even if she wasn't dancing very well, a gentlecolt should never make such a rude comment! But she plastered a smile on her lips and gave a fillyish giggle, which seemed to have distracted the Prince entirely.

"I really am curious as to know who you are, however," he whispered. "I know everyone connected with the Opera House…as well as everypony who was invited tonight in Maris…therefore, I am left with either two conclusions."

Fluttershy held her breath.

"Either your disguise is so sophisticated that I truly am at a loss as to guessing who you are…or you are lying to me and should not be here."

This accusation caused Fluttershy to pale, however she could tell in the Prince's dancing green eyes that he was having fun with his joke. "So tell me the truth…did you really hurt your ankle some time ago? Or did you decide to throw on one of your mistress' gowns and play Cinderella for the night?"

Fluttershy knew that if she weren't in the situation she was in right now, she would greatly slap Blueblood for his arrogance and rude behavior. However, she decided to prove who was the better actor of the two: her, or him whose mask was that of a noble gentlecolt.

"Promise not to tell?" Fluttershy whispered, looking up with large doleful eyes, before sharing a secret smile. Blueblood was momentarily at a loss for words; he had not expected his theory to be correct, but so it was.

"Your secret is safe with me, madam," Blueblood vowed, as well as vowing to himself to become better acquainted with this luscious minx all the better. "And I must say…whoever your mistress is…you truly outshine her and all the other mares."

"Thank you, monsieur, you are too kind," she replied with a smile, although it was a smile of pride for her acting skills, not for his compliment.

Now with that mystery solved, Blueblood continued to swirl the mysterious mare around the dance floor. "Since I promise to keep your secret safe, why not grant me a name?"

"Oh monsieur, by doing that I may reveal too much…come, can you not lose yourself for one night in mystery?"

He could, yes, but it frustrated him so. He was the seducer; he was the one in charge; he didn't like losing control over a situation…or another person. "Very well, I shall play your game," Blueblood muttered. "And what was it exactly that compelled you to retreat here this evening?"

Fluttershy knew exactly what he wanted to hear…and she suddenly felt a slight touch of the Phantom's vindictiveness wash over her. "Why…to see you of course, Monsieur Prince."

Blueblood stared at the mare. "You know me?" he quickly shook his head, as if shaking off the stupidity of that comment. Of course she knew him, practically all of Maris knew who he was. "I am flattered my dear…but I highly doubt that is your sole reason."

Fluttershy couldn't believe the arrogance of the stallion; while he admitted he wasn't the only reason for her to come, he had not denied that it was a reason. "Tis true monsieur," Fluttershy murmured. "After all, you did compare me to Cinderella…if I am she…then you must be the prince."

Blueblood felt the smile on his face grow even broader. "I thank you my mare, although I do hope you will not flee at the stroke of twelve."

Fluttershy suddenly remembered the words of the invitation that Rainbow Dash and Shortround had shown her. "Not at all…for by doing that, I will miss the announcement of the new opera the company is planning."

Blueblood's smile fell away, and he stopped dancing at once. "How did you know it was going to be about a new opera?"

Fluttershy held back of gasp as she realized her mistake. She could not pale or blush, she simply had to look as natural as possible. "Well, the invitation clearly said…that at the stroke of twelve, there would be an announcement…about a new project the Maris Opera House was going to do before the end of the opera season…" she prayed she had not missed anything. "One can only assume therefore that it is a new opera…yes?"

Blueblood saw her logic, and had to admit it was fairly accurate and an easy assumption to make. "Yes…yes of course," he whispered, his hooves once again picking up where he had left off.

Fluttershy slowly let out a shaky breath, knowing that had been too close to call. "I feel the need for some fresh air," Blueblood announced. "Come, let us retreat somewhere more…private."

Fluttershy paled at his invitation. "Oh, but…monsieur, the dance–"

"–will still be carrying on when we return, do not worry," he began to lead her away from the floor and Fluttershy was not sure what she could do without causing a scene.

However, her fear in that regard was quickly squashed.

"I'm cutting in."

Fluttershy didn't see him…but she didn't have to. His voice was enough to tell her where he was, which was right behind her, and the tone told her exactly how he felt…which was far from happy.

One fear squashed, but a new one arose in its place.

Blueblood turned at the voice, his brow furrowed in frustration at who would dare come between him and the mare of his choice, but for the first time since Fluttershy had known him, she saw the Prince's face pale with fear. She could only imagine how menacing Blueblood must look…

"W-w-who are you?" Blueblood murmured, his eyes locked with the hard amber ones of the other stallion.

"Let's say…an old acquaintance," Discord softly remarked, his voice thick and cold. "And once more…I'm cutting in."

Blueblood was at a loss for words, and slowly, agonizingly, Fluttershy turned around to face her captor, her teacher, and the stallion she loved. And as she slowly lifted her eyes to meet his…she realized how correct she had been about his menacing displeasure.

After the managers had pulled Blueblood to one side, Discord retreated away from the dance floor, caring not for the strange looks he received from other dancers as he passed. Several members of the company stopped and stared at him, some trembling with fear as he passed. But he paid them no heed, he did not turn to meet any of their eyes, he simply climbed the great staircase and disappeared into the shadows high above the foyer.

Several couples were there as well, heavily kissing or attempting to do much more, but upon his presence, they quickly disappeared, leaving him in peace with the shadows. He watched as the managers and the Prince talked, a smirk spreading across his face as he imagined the Prince's displeasure for being interrupted from his latest seduction. At last, the Prince was turning away, and now would be the perfect time to make his presence known to the pompous arrogant aristocrat, yet before he even took one step out of the shadows…something caught his attention in the far entryway of the grand foyer. Something golden…something sparkling…something…something beautiful.

And as the crowds softly parted to let this lovely creature in, Fluttershy's eyes were filled with her dazzling beauty, and he swore he felt his heart stop. He knew he was not breathing…

But that feeling only lasted a brief moment before it was replaced with a hot feeling of anger at the sight of her. What was she doing here? What in the devil's name did she think she was doing? He wanted to wrap his paw and claw around that neck of hers and strangle her…or at least grab her by those shoulders and give her a good hard shake till some sense was knocked into her.

But his feeling of anger was quickly replaced with something even darker and deadlier. For he was not the only stallion that was taken by her beauty; the Prince was approaching…and Discord stood in stunned silence as he watched the bastard ask for the pleasure of a dance…and Fluttershy accept his offer.

No. The Prince had gotten away with too much now. He had his pick of all the other mares in the room, and Discord had no doubt that they would all gladly fall on their backs and spread their legs for the bastard. But not his angel…not his Fluttershy.

Discord would rather die a thousand horrifying deaths than see the Prince's hooves on her.

Fluttershy gazed up at him, swallowing the large terrified lump in her throat. She knew him very well, and in the time of living below the Opera House, she had gotten to know and see the vast array of emotions he went through.

But not since the first time they had met when she had come to rescue her father, had Fluttershy felt more foreboding.

Yet despite his wild look of anger and…was that jealousy? Despite how he looked at her now…the heat of his gaze still caused her blood to boil with longing. Despite the costume and mask that he wore, one that caused others to back away out of fear…Fluttershy could not help but find him devastatingly handsome and seductive. She knew she would find him handsome no matter what magic he had used to hide his true form.

For a long silent moment, one that crept on for what felt like an eternity, the two of them stared at one another, and soon, the whole room became silent, watching to see whether the strange tall pony dressed like Red Death would lure away the beautiful mare in the golden gown from the handsome Prince.

This very thought was what caused Blueblood to protest. "No monsieur, you may not!" he wrapped an arm around Fluttershy's shoulders, a gesture which only made Discord's eyes inflame brighter. "There are many mares seeking a dance partner…ask one of them."

"I am asking this mare," Discord growled deep and low, his gaze falling back to Fluttershy's. She trembled as her eyes locked with his once more, but then, so silently that only her ears could hear him, he whispered, "Honor me with a dance, mademoiselle?"

The question was hypnotic, and Fluttershy's hoof was already moving to take hold of Discord's. His penetrating gaze seemed to have an effect on the other women too, for several of them began fanning themselves rapidly, as others leaned away from their partners, hoping to look more available.

Blueblood stared in horror as his mysterious companion was willingly leaving him…HIM…for this masked mad stallion! "Unhoof her!" Blueblood roared, one of his hooves grasping Fluttershy's arm very tightly, attempting to yank her away from Red Death, while his other hoof went to throw Discord's off her.

However, as Fluttershy gasped from the pain, Discord's hoof twisted out of the Prince's, and went immediately for Blueblood's throat. The whole room gasped as Blueblood was lifted off the floor by Red Death's strong grip, the Prince flailing about like a fish out of water, releasing Fluttershy and pounding against Discord's arm to release him as he choked for breath.

"I could kill you now," he growled dangerously, "but I won't…that will wait for another day…" he evilly promised. "But if you touch her ever again…ever, I will skin you alive and cut into your flesh until you beg me to kill you!" he spat, before throwing Blueblood from him, the Prince landing with a great thud, the whole room gasping and several mares screaming and fainting from the scene.

The managers rushed over to the coughing, sputtering Prince, but Blueblood, with as much strength as he had, pushed them aside, his eyes alight with green fire as he stared at the stallion dressed as Red Death.

Discord, satisfied that his point had been made, led the stunned Fluttershy out onto the dance floor, which had emptied significantly the moment he approached. "A waltz!" Discord roared to the orchestra who was also staring in stunned silence. When the cords of the music did not begin, he cast them a glare which immediately brought them back to life. At once, the music started, and Discord enfolded the still stunned Fluttershy into his arms, and began to lead her through the elegant dance steps.

Fluttershy clung to Discord's shoulders, her eyes wide with disbelief for what had just taken place. Discord's eyes locked with hers, and for the longest time, the two of them danced in silence, the music the only thing filling their ears.

Yet while they danced, while Discord led her through the steps, his hooves moving with expert skill, swirling her around as if she weighed next to nothing, Fluttershy was not aware of anything other than him. She knew that they were being watched by everypony, and she knew that this was not the reason that she had come above, that she had to warn him, to bring him back before anything horrible happened…but she was caught under the spell of desire. How long had she dreamed of this moment, to be in his arms again, to feel his body so close to hers? She had often imagined the two of them dancing…but had no idea it would feel this intense, this passionate, or in such a setting as this.

"You dance divinely, mademoiselle," Discord whispered, his voice so deep and low that Fluttershy's spine tingled at the sound.

"As do you, monsieur," Fluttershy whispered, feeling the Phantom's spell of seduction coming over her once again. "Where did you learn to dance like this?"

Discord chuckled softly. "You'd be amazed at all the things I do know…" without warning he dipped her deeply, causing both her and the other mares in the room to gasp with shock.

He grinned as he saw her eyes go wide from the move, but he was pleased even more so at seeing how much she liked it. He moved his head down, till his lips were just above her ear. "Why did you come here?" he hissed so only she would hear.

Fluttershy lifted her head, her eyes locking with his. "It's a trap!" she hissed. "They are going to do something horrible!"

Suddenly, without warning, causing more people to gasp again, Discord let out a loud roar of laughter. Fluttershy's eyes narrowed at the sound, disliking the way he laughed at her concern. "You honestly think I haven't considered that?" he growled in her ear.

Fluttershy frowned. "If you have, then did you also consider what may happen to your friends, should anything happen to you?"

"Nothing will happen to me," Discord reassured, but Fluttershy did not like the way he said it. It was too smug. She gasped when she felt his hoof flatten and press against her back, causing her body to arch into his strong broad frame. "I appreciate your concern," he whispered sincerely, "but do not think that will get you out of any trouble." Before she could respond, he once again dipped her deeply, only this time it was slower and far more seductive. The cords of the music ended, and Discord's eyes locked with Fluttershy's open and parted lips, remembering their texture and taste, and felt his desire to once again lose himself in her kiss.

But he quickly rose to his full height, bringing Fluttershy with him, the mare stunned and panting from the intense heat of the dance. Discord's eyes scanned the crowd around the two of them, thinking it rude that no one was even offering a round of applause for their dancing; however, he would be lying to say he was surprised.

"I think the time has come, my dear," he murmured. "For the Phantom to make his debut for the whole world."


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Blueblood groaned, his head aching as he held the cold wet cloth to his right temple. There was far too much noise going on in the managers' tiny office, and what he needed now more than ever was peace and quiet.

"Send everypony home!" he growled at the managers who were trying to keep ponies calm and who were running out of excuses to explain what had happened that night.

"We're trying monsieur!"Flam said with desperation. "We're trying our best!"

"Try harder!" Blueblood barked, cradling his head and moaning at the throbbing ache of his temple.

Fleur De Lis was pacing back and forth, fuming at the events of the evening, while Fancypants, like a lapdog, was following her every direction. "The party was ruined!" she cried. "I can't believe you let that happen!" she shouted at all the stallions in the office.

"It was not intentional, my dear," Blueblood grumbled.

"Fleur De Lis is quite right!" Fancypants scolded. "That party was in her honor! It was thrown so that all of Maris would know that their prima donna lives on! And you let that…that mad stallion, steal her glory!"

Normally Fleur De Lis would tell Fancypants to shut up, however, because he was filling her ears with words she wanted to hear, she simply patted her dog on the head while lifting her nose in the air. "The ball was in honor of the whole company," Blueblood muttered. "And once again…everything that happened tonight was not done intentionally!"

Fleur De Lis glared at the stallion who she had shared her bed with for well over a year. "I can't believe you let him get away!" she spat.

Blueblood glared at her. "I'm not sure if you noticed my dear, but I was the only one attempting to stop him before he…he performed that…that 'spell', so to speak! I don't recall seeing your precious Fancypants racing into action to stop him!"

Fancypants sputtered at Blueblood's insult, however had nothing to say as it was true. "And I'm sorry I failed to follow him after he branded me over the head…let alone choke me to death!" Blueblood growled, muttering obscenities to himself while clutching the cloth to his head.

"Madame Luna is seeing out all the guests," Flim declared, before collapsing into his own chair. "Thank Goodness for that mare…"

"And the way she can order ponies," Flam commented, also collapsing.

Blueblood looked at the two managers, his eyes glowing wildly. "Madame Luna…GET MADAME LUNA IN HERE NOW!"

The two managers stared at the Prince as if he were mad. "G-g-get Madame Luna…now?"

"Yes, damn it! Bring her here at once!" he swore as the pain in his head throbbed all the more harder. "Get her in here now!" Flam and Flim exchanged exhausted glances, before they rose from their chairs to retrieve the dance mistress.

Fleur De Lis continued to glare at Blueblood. "Perhaps none of this would have happened if you hadn't been dancing with that…that…that twit!"

Blueblood glared right back. "You can not possibly be serious," he muttered.

Fleur De Lis lifted her chin, securing her fur wrap around her shoulders. "Perhaps if you had been dancing with me instead, rather than that mare, none of this would have happened!"

Blueblood had never wanted to throttle Fleur De Lis more than this very moment. Listening to her high-pitched shrieks of displeasure was more than he could handle. But listening to her lectures was ten times worse. The events of the evening slowly replayed in his head; after the stallion dressed as Red Death had threatened his life, prior to hurling him across the floor, Blueblood watched in horror, hatred, and fascination as the mysterious mare willingly went into the other stallion's arms, dancing with him as if…as if she knew him, and…it caused Blueblood's jaw to clench as he recalled how her body responded to Red Death's touch. He scrambled to his hooves as their agonizing dance finally came to an end. He would have his revenge on whoever the masked fiend was.

And then the loud chimes of midnight could be heard echoing throughout the grand foyer.

"Happy New Year!" Red Death announced to the stunned crowd. The smile in which he wore was one full of cold calculating promise. "Why so silent? After all, you were expecting me, yes?" Everypony simply stared with wide eyes and open mouths. "Well, I suppose there's no need for formalities," he sighed, slowly ascending the great staircase, Fluttershy at his side. "As promised, there is an announcement in regards to the opera season, and since my dear managers appear speechless…perhaps they will allow me to break the news?" Neither Flim nor Flam spoke, they simply stared in awe. "I'm afraid the news is both good and bad," Red Death continued. "What is left of the opera season…has been canceled." Fleur De Lis gave a most indignant gasp that filled the whole room. "However, the reasons for its cancellation are due to the announcement of a new opera…one that will take place at the end of the season: Don Juan Triumphant!"

A great gasp went throughout the whole room, and the two managers paled with realization as who was addressing them. Blueblood on the other hand, who was also in shock, felt his anger flow as the menace who had been causing him so much trouble for far too long…had finally emerged.

"This opera is of my own creation," Red Death explained, causing everypony to gasp even louder, and for the mare in the golden gown to stare at him with wild blue eyes. "And…I suggest my dear messieurs," Red Death directed, his eyes falling on the managers, "that you comply with the list of instructions that I have, here." He then produced a piece of parchment from his waistcoat, thrusting it out into the air. "The instructions are quite clear," he explained. "Therefore it should not be too hard for you to follow them…after all, we would not want any more…accidents…" his eyes fell on Fleur De Lis, who paled and shrank behind Fancypants who stood nearby. "…to occur."

The paw that had been holding the parchment now rose again to his waistcoat. "Thank you Monsieur Blueblood," Red Death saluted with an elegant, as well as mocking, bow. "This has been quite the party…and I do believe it is going to be a most promising new year."

"STOP HIM!" Blueblood roared, pushing past the managers, racing toward the staircase and climbing the steps two at a time. However, Red Death was ahead of him. He removed something small from his waistcoat, threw the object on the ground, which created a small explosion that caused many of the guests to cry out with fear, before disappearing in a great cloud of thick white smoke. However, the stallion had not disappeared entirely, for as Blueblood scrambled through the smoke to find the place Red Death had been standing, he felt a hard thud come crashing against his right temple, causing him to fall backward and roll down several steps.

When he came to, the Opera House was in uproar. Stallions and mares were running around screaming, the managers were trying to calm everyone down, and everywhere he turned, he kept hearing the same words over and over again. "The Phantom of the Opera! He was here! That was him!"

Blueblood was quickly ushered into the managers' office where he was given a cold cloth to press against his head, but all he could think about was the Phantom…and how greatly he had underestimated the situation.

The Phantom was real! That was no stagehand playing a prank. That was a flesh and blood stallion, a creature who dressed like Death, a creature who still possessed a great threat to him and could send him into financial ruin! And, as he recalled the creature's iron grip around his neck, he also possessed unusual strength.

"Here she is!" Flam announced, ushering in the ballet mistress who looked both cold and annoyed that she had been summoned.

"Yes, monsieur?" she sighed, her wings tight behind her back, her expression cold and hard like stone.

Blueblood rubbed his throat once more, before slowly rising from his chair. "Who is he?" he demanded.

Madame Luna's brow furrowed at the Prince's words. "I beg your pardon, monsieur?"

"WHO IS HE?" Blueblood roared, throwing the cloth on the ground. "WHO WAS THAT? TELL ME WHO HE IS AT ONCE!"

Despite the Prince's explosion, Madame Luna remained ever calm and collected. "I do not know, monsieur."

"Horse shit!" Blueblood spat, causing everyone, save for Madame Luna, to gasp. "You know him, you know who he is…and I demand that you tell me at once…or I will see to it that both you and your precious daughter are thrown out onto the street!"

The managers opened their mouths to protest, but were quickly silenced by one of Blueblood's icy stares. Madame Luna, however, did not bat one eye or show any sign of intimidation. "You know who he is monsieur…he did not formally say it, but he made himself quite known tonight."

Blueblood couldn't decide who he wanted to kill more, Fleur De Lis or Madame Luna. "Was that the Phantom?" Blueblood growled.

"What do you think, monsieur?" she asked.

"DAMN IT!" Blueblood roared again. "ANSWER MY QUESTION!"

Madame Luna sighed and lowered her head. "He certainly fits the description, according to what the stagehands say. Mask, cape, tall, dark, and extremely menacing in appearance…it all seems to fit together, does it not?"

Blueblood stormed right up to the mare, towering over her small dark frame, using all the will he had left to not wrap his hooves around her neck and squeeze. "Now listen to me carefully Madame…listen well, for your daughter's dancing career depends greatly upon this answer," he threatened. "Do you know him?"

Madame Luna raised an eyebrow at his question. "How exactly do you mean?"

"YOU KNOW DAMN WELL WHAT I MEAN!" he shouted. "Are you protecting him? Are you a spy for him? ANSWER THE DAMN QUESTION!"

Madame Luna ignored the spit that flew in her face from the Prince's shouts. "I have been at this opera house since I was 14. And like all places that are old, there tends to be a history of strange occurrences, and one can not help but begin to believe the mysterious stories they hear, the tales of ghosts lurking in the shadows. Like all those stories, I heard of his too…a creature of darkness that runs everything here–"

"NO!" Blueblood shouted. "I run everything here! Not some…some masked fiend!"

Madame Luna continued, ignoring Bluebloodl's outburst. "For many years, the Maris Opera House ran smoothly, becoming one of the most successful and beloved places of music and art in all of Equestria. However, since we've been under new management," her eyes fell on Flam and Flim who's eyes fell, "problems have arisen…more notes have been written…and there seems to be a growing list of threats."

"And you deny that you are not in league with him?" Blueblood growled.

Madame Luna simply matched his green fire gaze with an even icier one. "If you mean, 'am I out to destroy you' monsieur? No. I have more important matters to deal with; you are not worth the time or effort."

As Fancypants had done earlier, it was Blueblood's turn to sputter in shock. Madame Luna could not repress a tiny smile at this sight. "I know the Phantom of the Opera the same way all the rest of company know him…we know of his presence, we know of his demands, and we know our places and how he likes to run things. But if you mean do I know who he is, and where he is from…I can not answer that for you monsieur, because he is truly an enigma. Like darkness itself, he too is just as aloof."

Blueblood stared at the mare, shocked speechless by everything she had just said. "You're hiding something…" he murmured. "You know more than you're letting on…"

Madame Luna sighed. "If I do monsieur, are you prepared to throw me out, knowing that you will not receive this information? For I assure you, if anything were to happen to either me or my daughter, then the possibility of you learning more…is gone."

Damn the mare! Damn her cleverness and coldness! Blueblood turned away from her, barking an order to the managers to remove her at once from the office. He collapsed once again into his chair, both his hooves rising to cradle his aching head. The Phantom was real…he was no myth, no ghost story, no nightmarish figment…but a real flesh and blood stallion. Crafty Crate had been right; Time Turner had been right; everypony who believed in the Phantom had been right! And tonight, his plan had fallen to pieces; the Phantom answered his bluff, but instead of having control, Blueblood lost it and the Phantom immediately swept it, grabbed it, and announced his opera to the whole of Maris, showing everypony how much of a fool he, Prince Blueblood, was.

Alright, Blueblood thought. If it's war this ghost wants, then war is what he'll get!

"This is that mare's fault!" Fleur De Lis exclaimed after Madame Luna was removed from the office. "Did you not see how possessive he was to her?" she swore. "If you had released her, no, if you hadn't danced with her in the first place, then none of this would have happened!"

Blueblood was ready to roar at the spoiled soprano, but stopped himself, her words catching him off guard. "Possessive?" he whispered.

Fleur De Lis stared at Blueblood as if he were crazy. "Yes! You were there! You saw how possessive he was of her, whoever she was," she muttered.

It struck him then. The hair…the voice…the eyes…everything…

"Fluttershy…" he whispered.

"Beg your pardon, monsieur?" Flim asked.

"Nothing," Blueblood grumbled, rising from his chair once more and walking over to the fireplace, his eyes reflecting the burning embers. The allusive Fluttershy…the old stallion was right; she was the Phantom's prisoner.

But why then, had she gone so willingly into his arms? Why did it seem as if…she enjoyed their dance? His jaw clenched all the more as the images of the Phantom and Fluttershy dancing together floated across his memory. Why was she there in the first place?

"Escape…" he whispered. Of course…she was hoping to escape her captor's clutches! That had to be it! And she was pretending to be a nobody so as to not draw the Phantom's attention! She had found him because, as Time Turner had said, he was the only one who could help her. The Phantom found her before she could escape, and most likely took her with him again. The poor dear…especially since she was filthy rich and had no idea.

He only hoped that the goods weren't damaged; he wanted to be the first to be with her.

"Monsieur?" Flim called out, glancing at Flam with worry. "Monsieur! What should we do?"

Blueblood shook his head, focusing again on the managers before him. "Do? We…" he paused, thinking quickly. "We play his game," he finally concluded.

Both managers began to cough and choke. "W-w-what!"

"Yes gentlecolts, I fully intend to play along, to announce to all of Maris, as our dear Phantom suggested, that the rest of the opera season has been canceled and to make way for…for whatever he calls it," he muttered with a wave of his hoof.

"Yes, and then what?" Flam inquired.

Blueblood stared at the flames as they seemed to roar with a new life. "Then, we set the trap…only this time, we'll use better bait…and we'll know how big of a trap to get."


"DISCORD! DISCORD YOU PUT ME DOWN AT ONCE!" Fluttershy shrieked, her tiny hooves pounding as hard as they could into the Phantom's back, yet she could put a dent in it for all she knew…he showed no sign of releasing her.

After Discord's revelation to the whole ball, and before the Prince could reach them, he threw some sort of vile onto the ground, causing a great explosion and a large cloud of white smoke to be released, offering the two of them the perfect escape. She gasped as she felt his arm wrap around her, no longer that of a stallion but changed back into the creature she truly knew, and bit back a scream as she felt the ground beneath her hooves disappear. Yet as always, Discord was by her side, keeping her safe, knowing exactly what he was doing. She wondered how many trap doors were in this theater.

The fall was not long, and amazingly enough, they landed softly on the ground. Discord said nothing; he simply grabbed hold of her hoof and broke out into a fast-paced gallop. She clung to his paw to keep up; cursing the slippers she wore as well as the beautiful, but very heavy, skirts of her gown. Finally, when they at last came to an area that she recognized, he stopped his running, which only caused Fluttershy to bump into his back, before turning on her, fiery rage alight in his eyes.


Fluttershy shook his paw from her and squared her shoulders, her own eyes returning his glare. "I WAS TRYING TO WARN YOU!" she spat. "UNLIKE YOU, I HAPPEN TO CARE WHAT HAPPENS TO YOUR FRIENDS!"

Discord growled low and deep, a dangerous growl which caused the hairs on the back of Fluttershy's neck to rise. "I don't need your help! I am PERFECTLY capable of looking after myself!" he hissed. "I KNOW WHAT I'M DOING! AND HOW DARE YOU CLAIM THAT I DON'T CARE WHAT HAPPENS TO THEM!"

Fluttershy turned her back on him, the rage boiling in her blood. She had gone above not only out of concern, but out of love for him, pure passion-filled love! And for one beautiful moment, she was able to forget the danger they were both in, and lose herself in his arms.

But that moment had been shattered.

Reality had come crashing back like the icy cold waters of the ocean. Once again, the creature who hid behind the mask stood before her, the creature who refused to allow anyone or anything to get truly close to him. "Don't walk away from me," he growled, crossing the short distance between them in one easy stride. His paw grasped her shoulders and he swirled her around to face him. Angry at his gesture, Fluttershy pushed against his chest with all her might, her body momentarily free from his grasp.

"Don't touch me!" she shouted. "And don't tell me what to do! I'm not a filly or some…some slave you can command whenever you wish!"

Discord's eyes were growing darker by the second. His paw and claw were flexing back and forth into fists of rage. "You are a thorn in my side is what you are!" he bellowed.

Fluttershy lifted her chin with indignation. "Well, I beg your pardon, monsieur," she said with great sarcasm, offering a curtsy which reflected her tone of voice. "I shall remember that next time you throw yourself into danger–"


"Oh really? What pray tell do you think the Prince was up to? That it was a simple and friendly invitation? That he wanted the two of you to let bygones be bygones?"

DIscord gritted his teeth. "I could tell you enjoyed his company," he growled with loathing. "Perhaps you should tell the truth my dear…that 'coming to my rescue' so to speak, was an excuse to play dress-up and buck the Prince!"

Fluttershy's eyes widened at his coarse language. "HOW DARE YOU!" she cried, her right hoof rising to slap his face, even though the skull mask that he wore would catch her blow.

Discord however moved quicker, grasping her wrist with his large powerful claw, his eyes locking with hers. "Have I struck a nerve?"

Fluttershy screamed with rage and pounded her free hoof against his chest. Without another word or thought, Discord easily scooped her up, and much to her disdain, threw her over his shoulder, ignoring her high-pitched protests and pounding hooves.

He spoke not one word to her as he carried her back to his lair, the whole way Fluttershy screaming for freedom. "PUT ME DOWN THIS INSTANT DISCORD! PUT ME DOWN!" Yet it was no use, Discord was in one of his determined moods which meant nothing, not even all the angels of heaven and the demons from hell could stop him.

The others heard Fluttershy's screams and came into the tunnels, happy to see their master alive and unharmed, but trembling with fear as they saw the rage written in his eyes. "ALL OF YOU BACK TO YOUR CHAMBER!" he roared at them. "I have a score to settle with Mademoiselle Fluttershy."

Fluttershy heard his words and momentarily froze her hooves wondering what exactly he meant. But then the fire was boiling within her anew and she wriggled her hooves, pounded his back, she even attempted to pull at his hair, anything to get him to put her down. "I swear Discord, if you do not release me, I'll tear up your music and never sing again!"

Suddenly, without warning, Fluttershy came crashing down onto her backside, gasping as she fell, but thankful for the Persian pillows that softened the blow. She looked around and realized they were in his music chamber. His back was to her and he was removing the red velvet suit coat and sash, as well as changing his mask to the one he normally wore. He only turned to face her until he was satisfied that the mask was securely in place.

Fluttershy's anger only kindled more as she felt her heartbeat betray her; it quickened as she took in the sight of Discord, dressed now in a simple linen shirt, the neck wide open, and the tight red breeches he had worn at the ball. Damn him for being so seductive! Damn her heart for loving him with such a passion! She quickly scrambled to her hooves, throwing off the mask that she still wore, her eyes alight with the same fiery rage, although his seemed so much colder…which was all the more frightening.

"Do not EVER treat me in such a way again!" she shouted, throwing the lace gloves on the floor next to her mask. "And don't you EVER talk to me as you did, you vile, loathsome–"

"Beast?" he offered for her, his arms folding across his chest.

"NO!" she screamed with perhaps a little too much passion. "I wasn't going to say that!"

"Ah, but you were thinking it," he growled, turning his back on her and grabbing hold of a wine bottle to which he pursued to guzzle.

Fluttershy hated it when stallions drank as a way to shut up mares. She reviled the gesture, and knew it would only make things worse. She crossed the chamber to where he stood, and much to his surprise, grabbed hold of the bottle from his fist and threw it hard against the wall.

"DAMNATION MARE!" he shouted, watching the bottle's contents drip down the wall. "ARE YOU MAD?" he roared, grabbing hold of her shoulders and shaking her hard.

"Apparently so since I actually cared to come above and warn you!" she hissed.

Discord pushed her away from him and crossed the chamber again, needing to get away from her, not wanting to lash out, but feeling the desire to do so grow by the second. "I told you…" he said through very tight lips. "I–"

"Knew what you were doing, yes, yes, I know!" she growled back, crossing the room to where he stood. "How foolish of me to care! How foolish of me to not have seen through your plans!"

He whirled around and grabbed her by the shoulders again. "WHAT IS IT THAT YOU WANT?" he roared, giving her another good hard shake. "You want me to tell you…how glad I was to see you there? Because I wasn't!" he said with a hard shake. "I thought we had trust, Fluttershy!"

Fluttershy pushed her hooves against his chest, but he was having none of it, his grip on her shoulders did not lesson. "Don't you speak to me about a lack of trust! You clearly have little for me!"

Discord's eyes widened at her words. "I have shown you EVERYTHING! I have taken you through all my tunnels, you know practically every secret passageway of this theater! I have even shared my music and valued your opinions!"

Fluttershy released a cold harsh laugh. "Except when I try to get you to see reason about the character of Aminta!"

Discord felt the demon within him rise up, ready to burst forth and wreak all sorts of havoc. "Do not even attempt to speak with me about that! You yourself proved all too well tonight how much a stallion can trust another mare!"

Fluttershy stared at him, her blue eyes growing wider at his words. "What do you mean by that?" she gasped.

"Oh I think you know my dear," he growled, suddenly sweeping her up in his arms and dancing around the chamber with her. "Have you so easily forgotten the Prince's dance?"

Fluttershy paled and then felt heat rush to her cheeks. Discord scoffed at the sight. "Even now, the mere mention of his name causes you to blush!"

"I only danced with him so as to not cause suspicion!" she hissed. "You know his personality! If I had refused, he would have pursued me all evening, determined to make his conquest! And by dancing with him, I knew that he could not bring any harm to you!"

Discord threw back his head with laughter, the same cold laughter that echoed throughout the grand foyer not so long ago. "Oh how thoughtful of you!" he declared with great sarcasm. "Dancing with my greatest enemy for my benefit! Truly, your kindness knows no boundaries."

Fluttershy shoved against him as hard as she could, not wanting to be in the circle of his arms, wanting to hate him, wanting to loathe him, not wanting to be reminded that despite how greatly he infuriated her, that she still loved him. Discord was also fighting the same battle, telling himself to release her, that this could only lead to more trouble, but the dance they had shared earlier reminded him once again how right she felt in his arms…and how right it felt to be so close to her. No! He had to be strong! He could not lose his senses as he had done that night when they had kissed.

"I've told you before, I care nothing for the Prince!" she spat.

"Oh yes, your disgust with him was quite plain for the entire world to see," he growled.

Fluttershy glared up at him. "I…am…NOT…Pinkamena!" she screamed between each word. "And don't you EVER compare me to her again!"

"I don't have to! It's quite obvious!" he shouted back. Before she could protest he carried on, his grip around her body tightening all the more. "Do not think that your mask saved you from his suspicions…if I recognized you, what makes you think he didn't?"

"What are you talking about?"

Discord's eyes glowed with a dark fire. "Come now! Arriving in such a gown that was made to catch the eye? All the stallions were leering at you when you entered!" he growled at the memory, never before feeling more hatred towards his own gender as in that moment. "And you think he had no memory of your hair?" he asked, his eyes focusing on the lovely pink waves that sparkled with golden jewels. "Or your eyes?" his own focused deeply into hers, and Fluttershy stopped struggling as they locked. "Or the curves of your body?" he whispered deep and low, and she gasped as she felt him rub against her. She suddenly felt dizzy, and that strange sensation had returned between her thighs. Discord's arms tightened even more about her, pushing her body against his, reveling in the feel of her softness against him, wanting to rip her from the gown and feel her skin touch his, to run his paw over her curves, to taste her flesh, to bury himself deep within her and pour his very essence into her soul.

Fluttershy's eyes were fluttering as she gazed up at him, her lips parted, all manner of speech having been robbed. She clung to his arms for balance, but she felt as limp as a doll. Her eyes kept going back and forth between his and his mouth, as were Discord's. They were only a breath away…if she leaned up on the tips of her hooves…and if he bent his head just a little further…

Discord quickly pushed her away from him, releasing her from his grip, practically hobbling away from her as if he had been burned. Fluttershy almost fell to the ground, her knees trembling violently. They stared at one another, only a short distance between the two of them, but Discord dared not cross it. If he did…there would be no turning back.

"L-l-leave me," he whispered, his voice shaking with…fear? Regret? Sorrow? He was feeling all those things at once.

Fluttershy remembered how events had played out the night they had kissed, and Rarity's words were ringing loud and clear in memory. She stood her ground, prepared once again for battle. "No."

Discord looked at her, his paw and claw gripping the piano for support. "This is no game Fluttershy! I mean it! LEAVE ME NOW!"

She took a deep breath and slowly began to approach him. "No," she repeated.

Discord stared at her, his eyes growing wider and the visible side of his face growing paler at her persistence. "I'm warning you…" he growled.

"I'm not leaving you again, Discord," she murmured, her hooves slowly moving to touch his face, but his were faster, gripping her wrists tightly. Yet Fluttershy continued, knowing this was her only chance. "Yes, I was pretending tonight when I danced with the Prince, but not with you…never with you," she whispered passionately. "I loved our dance…" his paw loosened around her wrist and Fluttershy was free to move it over his unmasked cheek. He was holding his breath as he felt her soft touch make contact; his eyes were swimming with tears of confusion, disbelief…and perhaps…hope? "And when we kissed," she murmured, her voice full with emotion as she lifted herself up onto the tips of her hooves, tilting her head to meet his lips, "I was not pretending then either."

"NOOOOO!" Discord screamed in agony, the emotion spilling forth as he pushed her away from him. "This is not real! This is a…a trick!" he choked. "You p-p-pretended with one stallion…how do I know y-y-you w-w-will not pretend with me?" He seized her then, shaking her shoulders as hard as he could. "DO NOT TOY WITH ME! WHAT REASON DO YOU HAVE FOR DOING ALL THIS?"

"BECAUSE I LOVE YOU!" she shouted, gasping as the words escaped her lips.

She had said it. There was no going back now…and yet Fluttershy did not feel dread…but the greatest sense of freedom she had ever known!

Discord stared down at her, looking extremely horrified by what he had just heard. He opened his mouth to speak, but nothing came out. His voice was gone and all he could hear were her glorious words over and over again, words that he had been dreaming to hear from her for so many nights…but that he never imagined she would say. After all…she was an angel, his angel…and he was a monster.

Fluttershy saw the confusion and the disbelief in his eyes. She could feel him drift away, feel his body try to back away from her, but she gripped the edges of his shirt tightly. "I love you Discord! I love you! I wanted you to kiss me because I love you! I came to you tonight because I feared for your safety! I do trust you; I do value everything you've shared with me! And I do all these things, because I love you!"

But DIscord was backing away all the more. "Please…please Discord!" Fluttershy begged, but he pushed her away from him, backing away even quicker. Fluttershy crumpled to the floor, hot tears spilling from her eyes as she watched the only creature she had ever loved drift away from her like a ghost from one of her novels. "DISCORD!" she cried out, her hoof reaching out to him, but he turned on his heel then, running as fast as he could, leaving her there to sob on the floor. "No…" she mourned, wrapping her arms around her trembling body, rocking back and forth. "NOOOO!"

Fluttershy's screams filled the caverns all around him, but Discord didn't dare look back. He simply ran faster and faster, his legs flying through the tunnels until at last he reached his destination…the world above.

It was the middle of the night. And despite the fact that it was now the New Year, the streets were extremely quiet. Discord needed peace and quiet, but he needed to get away from the Opera House even more.

Did she mean it? Was it possible?

NO! He was a monster! A demon! She had seen his face! She knew the horrible things he had done! He even murdered another stallion in front of her, splattering her with that very stallion's blood! She was intoxicated by the champagne at the party; she was thinking of the handsome Blueblood, she was going mad for living underground for so long! Anyone of these reasons was good enough! She could not love him!

But oh God above, how he wanted her to.

He was not deserving of her love. He was not a creature that was meant for love! Long ago, after Pinkamena's true character was revealed, Discord had learned that love was a sickness, a weakness that ensnared one's senses and turned them into blind blubbering fools! Pinkamena had a promising career as a dancer! She could have been great! But she threw all that away for what she called love. And where was she now? Either lying dead in a ditch or working as a prostitute in some God-forsaken place. If that was what love did to someone, then he wanted none of it! You didn't need love to have pleasure! After all, for the right price, you could "buy" love in a manner of speaking.

The sudden familiar smell of a prostitute's cigarette invaded his nostrils. Discord turned his head and saw a mare dressed in a gaudy pink gown leaning against the wall of an ally, her face overrun with paint, her lips cracked from the cold and smoke. She was not beautiful, but beauty was not what he was interested in. He needed to sate this raging beast within him and there was only one way to do so!

"You!" he hissed from the shadows. The prostitute turned her head, peering into the darkness. Discord did not have his cape or hat; he could not conceal his masked face as well as in the past.

The mare looked wary. "Who's there?" she barked, not taking one step towards the ally. "Show yourself!"

"It's me, madam," Discord simply said, not knowing if she was one he knew or not, he never really tried to know the mare he bucked.

The prostitute however seemed to recognize his voice. "Oh! Oh it's you, monsieur!" she said with relief. "I can't see you very well though…"

"That doesn't matter," Discord growled. "Come, we're wasting time."

The prostitute put out her cigarette and sauntered over to the shadows. "I trust you, monsieur, you always pay us well," she grinned, stumbling here and there, the smell of alcohol extremely pungent. Obviously she had been celebrating the New Year for quite some time. "It's been quite a while, monsieur, the mares were beginning to wonder if something had happened to you?"

Discord grunted, quickly undoing his breeches. The prostitute, while she couldn't see him very well knew the sound of a stallion undressing. She licked her lips. "Will it be the usual, monsieur? Or are you interested in something…a little more special?"

Discord said nothing, he simply grabbed her by the waist and pinned her up against the hard cold wall of the ally. "The usual then," she grinned. Discord could not ignore the foul stench that covered her, but he did not care. In fact, it was all for the better, how then would he be able to think of Fluttershy with this wretched creature before him?

"Oh my!" she gasped, and Discord groaned as he felt her hoof on him. "I see you're in desperate need," she grinned.

Discord's eyes fluttered closed as the prostitute continued to run her hooves over him, but it was not her hooves that were touching him…it was Fluttershy's small soft delicate hooves, all because of her, all because of his desire for her…

"Monsieur?" Discord's eyes snapped open at the prostitute's voice. "Are you alright?" she whispered. She peered closer, straining to see his face in the darkness, thinking she could see something white on the right side of his face.

"I'm fine," he grunted. "And I'll be even better once we start."

The prostitute grinned and wrapped her legs around his body. But once again Discord found himself imagining Fluttershy's legs, smooth and slender, wrapping around his body as he drove himself into her.. Yes…he felt his paw being drawn to Fluttershy's thighs, and he imagined her crying out as he teased her…oh how would she respond? Would she gasp? Would she whimper? Would she scream with delight? How would it feel to have her bare and naked, crushed against his chest? Had she been with a stallion before, he wondered? No…not his Fluttershy, she was an innocent, she was a romantic, and she would wait for the dark hero of her dreams to come to her and cover her with kisses before offering him the greatest gift a pony could ever know. She would be true to this stallion, she would love this stallion; only through love would she give herself to another.

"Oh monsieur…I'm dying! Please! Do not force me to wait another second!"

"Fluttershy…" he groaned with a ragged breath.

The prostitute eyed him suspiciously. "You want me to be 'Fluttershy'? Alright, I'll be this mare, call me Fluttershy, monsieur, I'll be your Fluttershy."

Discord's eyes flew open and he stared at the mare pinned against the wall before him. Good God…what was he doing?

"Monsieur? What's wrong?"

Discord suddenly felt disgust at both the mare he held in his arms and the act he had been about to commit.


He swiftly put the prostitute down on the ground, backing away from her and quickly doing up his breeches. "Take the money!" he shouted, throwing several gold coins on the ground.

The prostitute was no fool, she immediately fell to her knees, gathering the coins and placing them in her bodice. However, she had a large pout on her lips as she glanced up at the shadows before her. "Monsieur, is everything alright? I thought…monsieur? Monsieur!"

But she was alone in the ally with the darkness.

Discord was running blindly through the streets, expertly maneuvering himself in and out of dark allies and forgotten passages, feeling the harsh January winds smack against his body from all sides.

He couldn't do it. He couldn't be with another mare while thinking of Fluttershy.

It had been for quite some time now that the only mare he dreamed about, fantasized about, the only mare he wanted or desired in any capacity…was her. But it was deeper than lust. If it were pure simple lust, he could easily have done what that prostitute had suggested, pretend she was Fluttershy and that it was Fluttershy he was bucking.

But Fluttershy was not a mare a stallion should ever "buck". No…she was so pure, so beautiful…she was a mare to be treasured, a mare to be…made love to. He wondered what it was like to make love…the thought alone gave birth once again to his desire.

No…this was more than lust. This was something far deeper, something far deadlier, and something that he had no control over. He had never been more afraid or more hopeful in all his life.

The snow softly began to fall over his head as he sprinted onward, his feet carrying him, flying him to an unknown destination.

Fluttershy had never left the music chamber. She remained, huddled in a ball, her head resting on the organ stool that her beloved often occupied in this room. Of all his instruments, the pipe organ was his favorite. Fluttershy lifted her shaking hooves to the keys, softly running their tips across them. She imagined his paw and claw touching the keys, playing them with expert skill, the music flowing from his heart and soul like one's blood flowed through one's veins.

"Discord…" she whispered, feeling the hot tears once again threaten to burst forth. Her cheeks were red and puffy from all the crying she had done. She had taken the risk, she had told him of her love…and he had run away.

He didn't believe her, it was obvious. He thought her enamored with the Prince; of all the stupid things she had ever done, dancing with that stallion had been one of the worst. She had thought at the time she was doing some good, but Discord was convinced that she was like all the others; he would never believe her.

She turned her face into the crook of her arm, gasping as she felt another sob escape her throat. She hugged the stool to her body, trying to absorb any warmth that it held, but it was a lost cause. It was cold, so very cold. She had never realized how cold the world felt when she was outside his arms.

"Discord…" she whimpered painfully. "Oh Discord…"


She froze at the sound. That voice…that beautiful, rich, deep voice…could it be? Was it possible?

Slowly, afraid that this was a dream, Fluttershy turned her tear-stained face to the entryway of the Phantom's music chamber, her heart coming to a stop, her breath catching in her throat…

He stood there, staring down at her, his amber eyes dark and intense, his chest heaving with each breath. His hair clung to him; there were remnants of snowflakes on him, and his whole body seemed covered in sweat; his shirt was clinging to his body.

"D-d-discord?" she said shakily, hardly believing he was there. "Discord…is it you?"

She pushed herself up against the organ stool, clambering to her feet most ungracefully, but Discord was there in that next instant, his arms sweeping around her body and lifting her to her feet with expert skill.

The two stared at one another, Fluttershy biting her lip as she looked up into his masked face, hardly knowing what to say, simply grateful that he had returned and that she had him in her arms once more. She could feel the warmth flooding through her once again.

Discord stared down at her, his eyes moving all over her face, in her hair, feeling her body come alive against his own. He dared not move, he could not. But he had to speak.

"Did you mean it?" he whispered, his voice trembling the same way her body was trembling. "What you said to me…did you mean it?"

Fluttershy felt a smile tug at the corners of her mouth. "Yes," she whispered. "I meant every word. I love you DIscord…I love you."

Discord stared at her for another fleeting moment, before uttering, "God above, have mercy."

Fluttershy lifted her hooves to his masked cheek. "I love you Discord, I love–"

All other words were lost in the hot sensation of Discord's mouth crashing down upon hers.


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She had returned to him, the angel of his dreams. She beckoned him close, her arms outstretched, promising warmth in his darkness, and love in his loneliness. As he approached her, he noticed the golden gown that she wore, and her hair sparkled with golden jewels. He was transfixed, he could not deny either of them, and he went willingly into her arms, losing himself within her, moaning her name as her softness enveloped him…

Discord awoke from the dazzling dream then, gulping in air as if he had been underwater. His body was trembling and the air was cold. His skin was slick with perspiration, no doubt from his dream. He closed his eyes briefly, groaning as he once again came crashing back to reality. Gone was his angel…once more he was awake, once more he was alone…

Wait. Something was different.

There was an unusual weight upon his right arm…in fact he could not even move the arm! And something…something tickled his chin…

He looked down and saw several pink waves that appeared to be the source. How on earth did they…

A sleepy groan arose from the chamber and Discord knew it did not belong to him. His eyes went wide as he looked down at his side where his arm was outstretched. There, snuggled in the crook of his arm, her beautiful head pillowed against him, lay his angel, sleeping peacefully with a lovely smile.

Discord's face paled at the sight. He lay frozen as Fluttershy sleepily moaned again, shifting her body this time, moving in closer to him.

What was she doing here?

He felt his breath catch as he realized…the two of them were naked, her body curled into a ball beside his. Good God…had…had they…?

He remembered. It wasn't a dream…she was here, sleeping beside him, beautiful and naked. He didn't know if he should rejoice with happiness or run with dread. What had he done?

Fluttershy shivered and once again he felt the cold air hit his flesh. He gently lifted her head, gazing in wonder at her beautiful sleeping face, before carefully removing his arm. He then reached down and pulled a warm thick blanket over her body, watching as she buried her face into the pillow, drawing the blanket's warmth around her.

At least she will not freeze, he thought. He quickly rose from the bed, his eyes spying the remnants of their clothes on the floor. Instead, he reached for a black and gold dressing gown that he had strewn across the back of a chair in the corner of the room. He quickly put it on and retreated to his music chamber, stumbling as he went, his legs barely carrying him.

It had happened. The memories came crashing back like a great tidal wave. He remembered the ball, he remembered her arriving in a golden gown, and he remembered the two of them dancing. He also remembered being extremely annoyed with her arrival, and the two of them having a most passionate argument. However…the argument changed; somewhere in the middle of their shouting, they began to give in to their overriding desires. Somewhere in the midst of their argument…she confessed her feelings for him.

"She loves me…" he whispered, the word causing his voice to tremble. Was it possible? Could such a creature love…love him? HIM? "So many things happened last night," he groaned, collapsing upon the organ stool, his head falling into his paw and claw. He remembered running from her, retreating into the night and searching for something. He remembered with great disgust the prostitute he had found, thinking that she was the thing he was searching for, a moment's pleasure to take away his frustrations, to make him forget Fluttershy's blue eyes, Fluttershy's voice, Fluttershy's spirit! He needed to escape…

"But I couldn't do it…" he groaned softly, his head lifting to stare at a piece of parchment he had been writing notes upon for the last several days. "I'm doomed," he groaned. "I…I can't stop thinking about her, I can't stop dreaming about her…" his paw and claw braced himself against the organ, his eyes burning the parchment with his gaze.

Written at the top were the simple words "Fluttershy's Song".

"She has bewitched me," he whispered. "I will never want for another, but…but she's so beautiful!" his voice growled, the beast within rising. "Damn her! Damn her eyes!" he growled, visions of passion-filled sapphires filling his head. "Damn her sweetness! Damn her beauty! Damn her angelic soul!" he growled loudly, pushing himself away from the organ and pacing like a crazed caged tiger across the chamber.

"It's impossible! She's so pure–well, was pure until I stole that from her!" he cursed. "She's so lovely…and I'm…I'm…" his gaze caught something in the corner of the chamber. Discord made it a habit to not keep mirrors; he despised them, there was no purpose for them whatsoever. But his reflection was caught in the glass case of an old clock that he had near the piano at the far side of his music chamber. Even though he wore a mask to conceal his horrific face it still reminded him of his marred flesh, of the murderous monster within. "AAAAAAAAAHHH!" he roared, filling the cavern with the sound as he grabbed hold of a marble bust with both paw and claw, lifted it over his head and hurled it as far as he could against the clock, shattering the glass as well as breaking the mechanisms.

Fluttershy awoke with a start at the sound of the noise. Where was she? This wasn't her chamber! She looked frantically around, and then…she remembered.

She was naked. She was in the Phantom's chamber, in his bed! And…she was alone.

"Oh God…" she whispered, blushing brightly as memories from the previous night flooded back.

"Yes, you may wish to begin offering up prayers of repentance," Discord growled from the entryway. "Sorry to wake you, my dear," he added, before stepping fully into the chamber.

Fluttershy stared at him, her mind still overcoming the shock of the situation. They had…truly, they had…

The blush of her cheeks spread so far that Discord swore she would glow if he blew out the candles in his chamber.

He couldn't help but chuckle with amusement at the way she was behaving, clutching the blanket tightly around her body, pulling it all the way up to her chin. She watched him with large wary eyes, her skin burning to the touch, as Discord crossed the room to a corner where he proceeded to pour himself a drink. "Well, I think it's safe to say that we've entered what is known as the 'awkward morning after' moment. Care for anything?" he asked as he put the stopper back onto the bottle. "I don't believe it's too early in the day to get drunk, do you?" he asked before downing the contents of his glass.

Fluttershy's eyes narrowed at his behavior. "That is your answer…to get drunk?"

Discord poured himself another glass. "Perhaps…what is the question exactly?"

Fluttershy scowled at him. "Why are you acting like this?" she asked, a part of her wanting to rise from the bed and remove the glass from his fist, but the other part of her reminding her once more that she was naked.

Discord couldn't help but chuckle, a sound that made Fluttershy's scowl grow even further. "How should I act Fluttershy? Tell me please…perhaps your novels can help us find an answer."

"Don't patronize me Discord," she hissed.

"On the contrary my dear, I'm treating you like an equal! I figured since you're well versed in romance due to the content of your books, not to mention the simple fact that you don't look like this," he indicated to his masked face, "that you would know the proper things a mare and stallion should say or how they should behave after a night of passion."

Fluttershy blushed deeply at his words, but she did not like his tone. "Do not mock what we did!" she hissed. What had happened to him? Last night he had been so tender, so loving when they were in each other's arms. Why was he being so sarcastic? So dispassionate now?

"I'm not mocking it," he said with extreme seriousness, his paw placing the recently poured drink down, not being able to finish it out of respect for her. "I'm merely curious as to why you're looking to me for answers on what happens next. After all, I won't deny that this is an entirely new experience for me as well."

Fluttershy blushed and clutched the blankets even closer. "But…but I thought…" her words trailed off as she remembered how they had made love, the way he guided her, the way he touched her, the way he showed her passion.

Discord saw the confusion written across her face and sighed heavily. "I'm not a eunuch Fluttershy; I am a normal creature, despite my face."

Hot jealousy suddenly boiled through her. "Well, I'm glad I was able to help you with your…'needs'," she muttered sarcastically. "Forgive me for misjudging your masculinity, after all, what do I know, I'm just a simple-minded country chit!" she spat angrily, sniffing back the hot tears that threatened to fall. "Now if you will please give me my clothes, I will be gone from your presence–"

Fluttershy had every intention of leaving, even if it meant she left with the blanket wrapped around her and her clothes remaining on his chamber floor! However, before she could even put one foot on the floor, Discord was there on the bed, his muscular paw and claw seizing her by the shoulders. Fluttershy gasped as she stared up at him, the wild look in his eyes causing her heart to stop.

"You are not going anywhere until you explain yourself, mademoiselle," he growled. The confused expression on her face only caused his frustration to grow. "You must however forgive me, my dear, if the situation does strike me as…surreal, shall we say."

Fluttershy's brow furrowed with even more confusion. "Surreal?"

"Yes!" Discord growled loudly, his paw and claw loosening somewhat on her shoulders, not ever wanting to hurt her, but his eyes continuing to burn into hers. "After all, you did give yourself freely and willingly to the infamous Phantom of the Opera…are you sure you weren't drunk on champagne last night?"

Fluttershy let out an exasperated cry, wriggling against his grip for one of the pillows that lay beside her, wanting to beat him over the head with it! "Have you so easily forgotten?" she shouted. "Or is it that you refuse to believe me when I tell you that I lo–"

"STOP!" he shouted, his claws moving over her mouth. "Don't say it…" he growled, dangerously deep.

Fluttershy's eyes widened as realization came to her and she pushed his paw away. "This isn't about me…it's about you," she whispered. Discord stared at her with confusion, but before he could speak she quickly continued. "You refuse to believe that anypony could love you…that you're unworthy of love, that you're incapable of it."

"Am I?" he demanded, moving away from her and holding his arms out from his body. "Honestly Fluttershy…you know of the things that I've done, you've SEEN me do them! Do you honestly believe it is capable for a stallion one minute to murder somepony in cold blood…and then swear undying everlasting love…?" he was staring deeply into her eyes, his chest rising and falling heavily. Despite the coldness in his voice, Fluttershy could read his eyes and see desperation within them, a longing for acceptance, for compassion, and for love.

"I believe that anypony can be forgiven if they honestly repent and work to do good," she strongly stated. "And you have done good Discord…I've seen the good that you've done, I've felt it."

"Save me your sermons," he grumbled, pushing himself off the bed and away from her. Fluttershy stared at his back with great puzzlement. She opened her mouth to speak, but Discord stopped her with his words. "I don't understand how you can even…say such a thing?" He turned on her then and Fluttershy gasped when she saw tears glistening in his eyes.

"It's true," she implored.

"Like hell!" he spat. "You of all ponies know the evil I do! You've been prey to it!" he turned his head, ashamed to look into her angelic eyes. Gone was the cynicism; his barriers were falling and a great vulnerability surfacing. "I've had the opportunities to show mercy, and I chose murder instead. I pay mares to satisfy my carnal lusts! I have purposely caused stallions to go mad! And now, I seem to have developed a new sinful habit…kidnapping innocent fillies and stealing their virginity!"

"You also protect those who are helpless!" Fluttershy shouted, her hoof stretched in the direction of the chamber that the others occupied. "And you saved my life! You stopped those stallions from–"

"Have you forgotten the cruelty I inflicted upon your father?"

"OF COURSE NOT! I REMEMBER IT EVERY DAY!" Fluttershy screamed in frustration, gasping and covering her mouth with her hoof after the words echoed off the chamber walls.

Discord sighed, a sad painful sigh, however he appeared satisfied that his point had been made. "I told you once Fluttershy…this is no fairy tale. Just because you've kissed the beast and told him that you love him…he still remains what he is. I am no prince and never will be." He turned then, as if to leave, but Fluttershy, who was trembling with a new found rage, rose from the bed, not caring that she was naked, and threw a pillow at his head as hard as she could.

Discord whirled around after the pillow struck him, his eyes wide both at her reaction, as well as the fact that she stood before him, glorious and naked, scowling most disdainfully. "What you did to my father was horrible, I will not deny that," she hissed. "Every day I wonder what has become of him…is he alive? Is he hurt? Is he getting enough to eat?" the tears were pouring down her cheeks and Fluttershy's arms moved to wrap around her naked form. Discord felt his heart breaking at the sight. "But…" she whimpered. "You were not the creature you are now…"

Discord barely breathed. "What am I then?"

"A good stallion!" she declared. "A stallion who provides, protects, and cares for his family. You didn't have to save them when you saved yourself, but you did! And the night you saved my life…you may have only pursued me in order to protect the others, but you did save my life, you did stop those stallions from raping me! And…and you taught me to sing…" Fluttershy whispered, coming towards him, her hoof extended to touch his unmasked cheek. "You believed in my talents, you gave me courage to see my dreams take flight, you showed me your world, you gave me your trust, and you shared yourself in every way with me–"

Discord stopped her hoof mere inches from touching his face, but his eyes no longer held any cruel humor or disdainful cynicism. Instead, she saw hope within them, hope that yearned for freedom behind a cloud of disbelief. "Why Fluttershy…?" his voice was barely above a whisper, and Fluttershy felt his hoof tremble against hers. His disbelief was crackling. "After everything…w-w-why…?"

Fluttershy felt the cold air hit her tear-stained face but she did not flinch from it, and rather than retreat, she moved her hoof behind his grip and softly made contact with his face. He groaned as he felt her feather light caress against his unmarred skin, his own eyes betraying him as tears began to seep from their brim. Fluttershy gave a soft smile through her tears at the sound, and then, as she had done on that magical Christmas, leaned up on the tips of her toes, both her hooves lovingly holding his face, to brush her lips against his…

"Wait," Discord stopped her, his paw and claw going to her shoulders and gently pushing her back. Fluttershy gazed up at him, fear written across her face that he would reject her again, but much to her shock, Discord scooped her up and quickly carried her to the bed, hastily placing her under the lush warm Persian blankets that adorned it. A happy smile was lit across her face as she thought perhaps he was rejoining her, but it was quickly erased by another look of confusion as he moved away, only a few inches, pacing slightly, glancing at her now and then and looking rather nervous.

"Discord, w-w-what is it?" she asked, concern etched across her lovely features.

"There's something you should know," he muttered, his pacing finally coming to a stop before facing her. He swore his heart stood still as he saw the worry in her beautiful blue eyes. "Please," he pleaded, coming to her side on bended knee, his masked face looking up at hers. "Do not fret, it's nothing bad, it's just…" he sighed, turning his eyes away. "I do not wish to raise your hopes, but…I need to tell you...that I've been trying to discover the whereabouts of your father."

Fluttershy's world came to a halt. She stared at the creature who knelt before her, his black hair the only thing she could see of him, and yet in that very moment she could be blind, it would not matter. It was the words he had spoken to her that were ringing over and over in her head. "W-w-w-what?" she stammered softly.

Discord turned and looked up at her, his eyes locking with hers, the tears in their beautiful blue depths reflecting the ocean after a storm. "The others, as well as myself…have been trying to find out all we can on where your father might be. I'm sorry to say that we haven't learned anything, but…after that night on the rooftops…after seeing you cry…I…I had to do something, if anything, it's the most I can do for you Fluttershy, perhaps the only thing I can give you, but–"

His speech was cut off by the sudden impact of Fluttershy's lips upon his.

She literally took his breath away, her small soft hooves clasping his face, and her even softer, sweet lips, locking against his own. For several blind moments Discord knew not what to do! This was the last reaction he had expected, he thought surely she would be reminded of the horror he had inflicted upon both she and her father, that she would want to be as far from him as possible, but this?

However,Fluttershy's kiss was extremely intoxicating and Discord quickly found himself kissing her back. It wasn't until he realized she was practically falling out of the bed that he drew away from her.

"Silly mare, you'll catch your death!" he scolded, pushing her back into the bed and tightly wrapping the blankets around her. However Fluttershy kept trying to catch him, trying to pull him against her, trying to kiss him! What had he done to deserve such affection? What had he done to deserve such an angel?

"Oh Discord," Fluttershy sobbed, although she was crying out of pure happiness at his news. "How…how…" she choked between sobs. "How can you even…even think that…that you possess no goodness…after this?" she smiled up at him through her tears.

He wanted to believe her, so desperately, but even now as his heart warmed at her words and at the happiness he could see in her tear filled eyes, he doubted himself. "It is all I can give you Fluttershy," he whispered, forcing himself to look away from his angel's face. "I wish I could do more…I wish I could give you your father–"

"You've given me hope, Discord," Fluttershy exclaimed, grasping his paw with her hoof in another attempt to draw him to her.

"Have I? If it is false hope, will you still look at me as you do now?" he asked, his eyes locking once more with hers. "Will you still love me?" this question was barely a whisper, and Discord was not sure he wanted to know the answer. She loved him. SHE LOVED HIM! But after everything…did he deserve it?

Fluttershy took his paw and placed it over her heart. Discord groaned softly as he felt the beat beneath his paw, and he stopped breathing as her other hoof reached up and touched his masked cheek. "I will always love you…" she vowed, before leaning up, and pressing her silken lips to the cold shield that hid his disfigurement from the world. "Always."

Discord could not stop the tears; they flowed freely from his eyes. The icy reserve that encased his heart had truly melted, and with a mighty cry, his arms enfolded her body and he crushed her against him. "Oh God…Oh God…" he groaned, his face buried within the curls of her hair. "God I love you…I love you…" he sobbed, his arms clutching her even tighter, rocking himself against her as he felt her soft tiny hooves thread through his black mane.

Fluttershy's heart leapt with joy at the sound of the words she longed to hear, the words she had dreamt about him saying to her for weeks, perhaps months now. Her love for him had been growing with each passing day, she wasn't sure when it had begun, but she knew without any doubt that this stallion, this wonderful stallion who had saved her life countless times, who had shared with her his deepest secrets, and who now, without her asking, was seeking out her father…she could not imagine her life with any other.

"Discord," she whimpered, gasping with happiness, but which he mistook as squeezing her too hard, for he instantly loosened his grip on her.

"Did I hurt you, angel?" he asked, his eyes filled with worry as he looked upon her lovely face.

But Fluttershy's smile told him it wasn't so. He had never seen her face glow more radiantly than this very morning. He had been wrong; when he saw her the night before, dressed in gold, he thought she couldn't be more beautiful. But now…adorned only in a Persian blanket and a loving glow…she had surpassed that gown ten times.

"Say it again," she whispered, her hooves clutching at the shoulders of his dressing gown as she drew him down atop her, her mouth open and her heart racing with excitement.

Discord smiled and felt the passion within his body rise again. "I love you, Fluttershy," he growled. "I love you more than music."

Fluttershy gave a cry of happiness before lifting her head off the pillow to meet his hungry mouth, which eagerly kissed her back, his tongue diving once more into her sweet depths while his paw and claw slid over her writhing body, eager once more to feel the softness of her skin and to lose himself in the damp heat between her thighs. Fluttershy pushed the dressing gown away from his shoulders, and Discord quickly shrugged it off before diving under the blankets with her, his body instantly entwining with hers, yearning once more to be encased in the silk of her body.

"Fluttershy…" he growled against her mouth, groaning as he felt her body arching up against his. "Oh God…God how I want you…"

"Yes," She wrapped her legs around his waist. "Please…please make love to me Discord…please…I need you so much…"

"Yes…yes…YES!" he cried out.

Others may think him a monster, and even he felt he looked like a demon from hell, but by becoming one with the mare he loved…nothing could be closer to heaven.

Together they soared through the pleasure their love had created; they soared past the world around them, beyond the opera house, beyond heaven, to a place where the sweetest music was played, where masks were not needed. As they trembled in the beautiful aftermath, they clung to one another, never wanting to let go, never wanting the dream to end.


Blueblood pushed through the doors of the police station with a stern and unpleasant look upon his handsome features.
Inspector Silverstar was surprised at the Prince's arrival, thinking the handsome noblecolt would be "recovering" from a night of New Year's festivities. "Monsieur!" he greeted warmly, although the warmth quickly faded by the deadly glare the Prince shot at him. "H-h-how may I…be of service?"

Blueblood's stare never left Silverstar's face. "Take me to Time Turner…now."

The coldness of Blueblood's voice chilled Silverstar's heart, but he did not stop to question the noblecolt, he quickly took his keys and led Blueblood to where Time Turner's cell lay. The old stallion was sleeping on his cot, the thin blanket wrapped tightly around his body. "Time Turner!" Silverstar bellowed, rattling his keys against the iron bars of the cell, causing the poor stallion to awake with a start. "The Prince is here to see you," he reported sternly.

"Thank you, Chief Inspector," Blueblood said. "Now, kindly leave us."

Silverstar glanced back and forth between the Prince and the old stallion, not sure if leaving would be a wise choice given the Prince's present state. However, he bowed his head and left the two to speak in private.
Time Turner was still getting over the shock of being woken up, but as soon as his old eyes focused on the handsome face of Blueblood, he felt a smile spread across his grizzled face. "Oh monsieur…you're back! Oh I pray that you bring good news!"

"I'm afraid not," Blueblood said through clipped lips. "I have seen your daughter, Monsieur Time Turner," Blueblood explained, ignoring the hope that lit the old stallion's face. "But it is as we feared…she is still in the clutches of the villainous Phantom."

Like that, Time Turner's face fell and he gripped the hard iron bars of his cell to keep him steady. "Oh God above have mercy," he whispered, crossing himself.

Blueblood rolled his eyes. "I believe she was trying to escape him," Blueblood quickly explained. "Last night there was a great masquerade ball at the Opera House. It was meant to be a trap to lure the Phantom, however…" he grimaced as he recalled the events of the previous night and the way the Phantom had humiliated him in front of all of Maris. "…I was not prepared to see your daughter there," he continued. "Like everyone else, she too was masked, a disguise so that she could escape his evil clutches, and escape she would, if I had been able to get her away before…" his jaw clenched at the memory of the Phantom pulling Fluttershy from him and dancing with her. "The cursed monster spotted her through the throng and carried her off."

"Oh my poor filly!" Time Turner wailed, one hoof clamping over his mouth in shock. "Oh curse that fiend! Oh my poor Fluttershy…" he whimpered, the tears already spilling down his cheeks.

"Please!" Blueblood snapped, slamming his hoof against the bars, the sound of Time Turner's dog-like whimpers fraying his last nerve. Time Turner jumped at the action, but Blueblood quickly composed himself. "Forgive me…I too am angered by this masked villain."

Time Turner nodded his head, however he moved away from the cell, his eyes warily watching the Prince. "I thank you for all that you have done and are doing, monsieur," he whispered.

Blueblood however was nowhere near ready to part ways yet. "Listen to me monsieur, and listen closely," he hissed, leaning close to the cell bars. "I need you to tell me everything you can about the Phantom from the brief time you were in his presence."

Time Turner stared up at the Prince with both shock and confusion. "I…I have already told you everything I can remember monsieur…"

"Tell me more!" Blueblood demanded. "Everything! I need details, Monsieur Time Turner, every last detail! What was it like when you went through the trap door? Where did he take you? Tell me about these 'minions' you say he has? What was he wearing? Tell me about his face–YES HIS FACE!" Blueblood practically roared when Time Turner shuddered at the memory. "I need to know everything, I can't make this clear enough!"

Time Turner stared up at the Prince, the noblecolt's eyes glowing with an odd madness in their blue depths. "F-f-forgive me," he stuttered before swallowing the uncomfortable lump in his throat. "But…how…how will this help?"

Blueblood straightened himself and smoothed his hooves over his coat. "You were right, Monsieur Time Turner; the Phantom of the Opera is no ghost, despite what he wants others to believe. Evil he may be, but when you strip away the demonic layers, he is what he is. And that, monsieur, is a great advantage to us."

"How?" Time Turner whispered.

Blueblood sighed and looked at the shadows that filled one corner of Time Turner's small prison cell. "When you know everything you can about your enemy, you gain an upper hoof. The Phantom of the Opera is a stallion…and all stallions have weaknesses."


View Online


"Past the point of no return…no backward glances," Discord softly sang in Fluttershy's ear, his lips teasing the delicate lobe. "The games we've played till now are at an end…"

Fluttershy whimpered as she felt his paw and claw play along her body, stroking the fires of desire once more. "Past all thought of 'if' or 'when'–no use resisting," he growled, before moving his weight over her body. "Abandon thought, and let the dream descend…" he growled.

"What raging fire shall flood the soul?" he groaned, his paw and claw gripping her to wrap around his body. "What rich desire unlocks its door? What sweet seduction lies before us…?" Fluttershy's head thrown back in pleasure as they continued to passionately make love.


The young mare jumped as her day dreams were interrupted by the sound of Rarity's voice.

Fluttershy's face was extremely flushed, her chest was rising and falling at a somewhat rapid pace, and she bit her lip with worry at the perspiration that one may notice on her brow. "My dear…are you all right?" Rarity asked, lifting one purple brow in speculation. "You do seem to be breathing rather hard…"

"I'm fine!" Fluttershy practically squeaked, quickly clearing her throat and giving Rarity a rather nervous smile. "I'm fine, thank you," she murmured, before looking away from the other mare's questioning eyes and focusing once more on the knitting in her lap.

Rarity's brow furrowed at Fluttershy's change in behavior. All week the mare had been behaving strangely. Ever since the night Fluttershy had gone above, things were different. Rarity could not forget how the two of them had returned, Fluttershy screaming at the Master while he carried her over his shoulder. She was worried for Fluttershy, not that she believed the Master would harm the mare, but she knew of Fluttershy's feelings for the Master, and worried that the poor mare's heart would be torn in two.

However, as the days passed since that night, Rarity did not see much of Fluttershy. And when she did come upon the mare, Fluttershy was always humming or smiling, her eyes looking far off in the distance. Something was on the mare's mind, and that same something was still there.

"So are you going to tell me?" Rarity asked, calmly threading her needle and eyeing Fluttershy closely.

Fluttershy practically jumped at the question. "T-t-tell?" she stuttered, before coughing, as if she were clearing her throat.

Rarity could not help but grin slightly. "Yes my dear, after all, we haven't had much of an opportunity to talk since…well, since New Year's Eve."

Fluttershy blushed slightly but continued to look down at her knitting. "Yes, I'm sorry…I've been very…busy, with…rehearsals."

Fluttershy inwardly groaned at herself. She was the worst liar in the world.

"Rehearsals?" Rarity repeated, the tone of her voice obvious and disbelieving, however she didn't press the issue further.

For a long while the two sat in a rather uncomfortable silence, at least uncomfortable for Fluttershy. She knew Rarity was examining her and trying to put the puzzle pieces together. A part of Fluttershy didn't know why she hadn't told the others. After all, it was no secret about her feelings for Discord; they all knew that she was head over heels in love with their master. However, Fluttershy could not help but grin. She rather liked having a secret that was hers and Discord's alone. She believed that the others would be happy for her, especially Rarity, however Fluttershy was unsure exactly how to announce it. Perhaps Discord should be the one to tell them? Perhaps he preferred that they not know? Fluttershy deeply blushed; there was no need to tell them the details, of course. She could only imagine the scolding she would receive from Shortround if knew what was going on in the Phantom's chamber.


Fluttershy glanced up from her knitting and felt her face flush again as she realized that, once more, she had not been listening. Rarity smiled tenderly, but did look somewhat concerned. "You do seem to be daydreaming more frequently than before," she said with a cluck of the tongue. "What is it that consumes your thoughts so?"

Fluttershy's red cheeks only turned redder. "I…w-well…that is…" what should she say? It was silly keeping this a secret, she should tell the others!

"Is it about that night?" Rarity further inquired, watching Fluttershy's face closely.

"W-w-w-what?" Fluttershy practically choked on the nervous lump in her throat.

"The night you and the Master returned! I must say…I've never seen him more infuriated," Rarity shivered. "What did he say? What happened?"

Fluttershy opened her mouth but no words came out. Should she tell her? Tell Rarity that both she and Discord had confessed their feelings for one another and that Discord was as much in love with her as she was with him? She wanted to shout to the world her love! And felt she could freely do so now that he knew and had not turned her away! But it didn't feel right to reveal everything without Discord present. After all, these people were his family long before they became a part of hers.

"Well?" Rarity asked, leaning close and looking into Fluttershy's eyes for answers. Fluttershy continued to stare back at the mare with flushed cheeks and an open mouth, unsure what to say or do–

"You're late."

Fluttershy's mouth closed and both she and Rarity turned their heads to see Discord standing before them, wrapped in shadow, his amber eyes fixed on Fluttershy's face.

"Your lesson began ten minutes ago."

Everything he did, even standing as still as he was and looking at her the way he was…everything he did was predatory. It was easy to see how the Phantom had received his reputation for being a menacing spirit. Yet for Fluttershy, she felt her blood boil and her heart race at the sensual sight of him. Lord, what he did to her.

Rarity was alarmed at Discord's sudden presence, and even more so at his cool crisp tone. "Oh Master, do not be hard on her, she was helping me as you see, with the mending–"

"She knows better than to be late for a music lesson," Discord cut in, his tone unchanging, his eyes never leaving Fluttershy's.

Rarity bit her lip and began to wonder if the two of them were still fighting since the night of the ball. However, as she glanced at Fluttershy and then back at Discord, she could have sworn lightning was passing between the two the way they gazed at one another. What was going on between them?

"Are you going to sit there and waste more of our time?" Discord sighed, folding his arms across his chest and cocking his head to one side, his gaze never faltering.

Fluttershy blushed deeply at his words, her eyes narrowing somewhat, but she rose to her feet and gently placed the mending down. "I'll return to help later, Rarity," she promised the mare, before turning towards Discord and walking passed him with her head held high. Discord could not help but give a wry grin at her behavior.

He turned to follow, but Rarity rushed towards him, her hoof grasping him. "Please be kind, Master," she pleaded. "She's a good mare, you know that." Indeed, he did. However the way he knew Fluttershy was far different than the way Rarity was referring. "One should never be punished for displaying kindness."

Discord cocked an eyebrow at her words. "Even when kindness interferes with punctuality?"

Rarity released his paw as if she had been burnt, however it was more from the cold shock of his words. "What has happened to you Master? You are so…different…" the mare was backing away, hugging the thin shawl she wore about her shoulders even tighter.

Discord sighed and knelt before his friend. "I am still the creature I have always been…" he lied. "And you know of my strictness when it comes to music," to this he was telling the truth. "But rest assured, I will be…kind…to Mademoiselle Fluttershy." He never realized how many meanings the word "kind" could have till now. Without another word, he rose to his full height and exited the chamber, vanishing into the shadows after Fluttershy.

Rarity stared at the Master's retreating figure, her brow furrowed in confusion. "Strange," she muttered to herself.

"What's strange?" Rainbow Dash barked, emerging from the other entrance to the chamber at the opposite end. Shortround and Derpy followed, the hunchback giggling as Carmen, the black kitten, mewed from her shoulder.

"Derpy you shouldn't tease her like that," Rarity scolded as she eyed the tiny ball of black fur scrambling to stay aloft on Derpy's shoulder.

"She l-l-l-likes it!" Derpy defended, scooping the kitten up and placing her on the ground, to which she immediately leapt at her leg, holding fast to the fabric of his trousers in an attempt to climb back onto her shoulder. "S-s-see?"

Rarity rolled her eyes. "I'm going to be mending more holes in your clothes than ever before."

Rainbow Dash, who had collapsed upon the heap of old mattresses that was her bed, asked again, "what's strange?"

Rarity sighed and returned to her mending. "Just…the Master's behavior, that's all."

Shortround's brow furrowed at her words. "I haven't noticed anything different…other than his renewed enthusiasm towards teaching."

Rarity shook her head. "No, it's more than that. Fluttershy's different too. She daydreams more…"

"She's a young mare," Shortrounf reasoned. "They are prone to daydream."

"How would you know?" Rainbow Dash groaned. "You grew up with monks! She's the first young mare you've ever been in close proximity with!"

Rarity cut in before the two of them could begin an argument. "The point is something has changed! Ever since the night they returned from the ball…something's different," she sighed, knowing she would not be able to concentrate on her sewing.

Derpy's head rose as she said this. "W-w-w-what's that do you think?"

Rarity glanced at Derpy and felt color invade her cheeks as her imagination began to run away from her. "I'll tell you when you're older."


Fluttershy's steps quickened as she heard Discord's swift stride come up from behind her. She could only imagine how he looked at that moment; she could feel his eyes burning through her, as well as hear his breathing. She wondered if he could hear the pounding of her heart as she quickened her pace even more.
Finally, they arrived at the music chamber, but Fluttershy did not stop till she reached the piano. Dare she turn around and look into those molten eyes? She could only imagine the darkness of his expression, which would freeze anyone from its coldness…yet for her, it made her blood run hotter. "I am ready maestro," Fluttershy softly murmured, however she let out a great gasp as she felt a very strong claw and paw grab her by the shoulders and swing her around.

"As am I," Discord growled, before crushing his mouth over hers in a hungry desperate kiss that spoke of intense longing and need.

"Discord…" she whimpered, her hooves tangling in his hair.

Discord could only groan, his desire would forever remain ravenous for this extraordinary mare.

He would have it no other way…


Blueblood angrily thumped his hoof along the wooden arm of the uncomfortable chair in which he was seated, his other hoof softly massaging the bridge of his nose, as if trying to call upon some ancient meditation to calm his irritated nerves.
He had once more returned to the police, only this time to see Chief Inspector Silverstar. Silverstar was seated across from him, looking rather befuddled. This expression had been on the inspector's face ever since Blueblood had mentioned the words "Phantom".

"So…you're telling me that…the old stallion's ravings are in fact…true?" Silverstar slowly asked, as if trying to piece together a giant puzzle.

"YES, DAMN IT!" Blueblood roared, the last string of his patience snapping. Silverstar practically fell backwards from his chair.

Blueblood bolted up, the hard discomfort of the chair becoming more than he could bear, and it took every ounce of will power to not pick the chair up and fling it across the room in rage. He pressed his hooves on the small table between himself and Silverstar and leaned across, a dark menacing shadow falling across his face. "The Phantom is real…I saw him with my own eyes on the night of the New Year's Eve masquerade. He was there…he is not a myth, he is not a specter, he is a flesh and blood stallion…and he lives somewhere in the Maris Opera House."

Silverstar swallowed the large nervous lump in his throat, his body shrinking back into his chair. "B-b-but, forgive me monsieur…b-b-but how can you be sure it was indeed the Phantom? It was a masquerade–"

"I KNOW WHAT IT BLOODY WAS!" Blueblood shouted, slamming his fist upon the table. "But that was NO guest, that…was…the PHANTOM!" he said through thin clipped lips. "His costume was red from head to toe, he wore a mask that looked like a skull…trust me…it was him."

Silverstar wasn't exactly sure how to respond. After all, he had always believed that the ghost stories about the Phantom of the Opera were simply that: ghost stories! Yet now, the Prince, the Maris Opera House's greatest patron, was telling him the stories were true! He was so confused; he was not sure what exactly to believe. The only thing he was sure about was that he did not wish to anger the Princefurther.

"Forgive me for asking, monsieur," Silverstar said very carefully. "But…why do you think the Phantom would show himself…now? I thought he relied upon notes to make his presence known…why suddenly reveal himself?"

Blueblood leaned away from the table, straightening his suit jacket and pulling a cigar from his the left breast pocket just inside. "I invited him," he simply said as he lit the cigar.

Silverstar's eyes widened with even more confusion. "I beg your pardon?"

Blueblood sighed and inhaled the smoke deeply. "The whole purpose of the masquerade was to bring him forth. Or, as I had suspected at the time, to reveal who the prankster was that was playing the part of 'the Phantom'," he explained. "Along with the countless notes the managers had been receiving, arrived a score…a score for a new opera."

Silverstar's brow furrowed. His wife was the opera lover, not him. However, he knew that his wife would have told him if something like a new opera was going to be performed. And as he recalled, he had received no such news. "It was believed that this score came from the Phantom then?" he asked, still being careful with his words.

"It WAS from the Phantom," Blueblood growled, exhaling a thick gray cloud of smoke in Silverstar's face. "It was the Phantom's opera! He wrote an opera that he demands to be performed before the end of the opera season," he took another long puff on the cigar. "So I set the trap, using the score as bait to draw him in. I had the managers arrange for a grand masquerade ball to take place on New Year's Eve, and at the stroke of midnight, an announcement would be made in regards to a change in the opera season," he exhaled the smoke, his eyes fixed on an invisible object, his voice sounding far off. "It seemed clever at the time…the perfect trap," he sighed and sat back down into the hard wooden chair across from Silverstar. "But the tables were turned; instead of him calling my bluff, I discovered that I, and everypony else, were calling his. He made the announcement himself about his own opera, and more or less…introduced himself to the whole world."

Silverstar was still coughing from the smoke that had been blown in his face. "So…" he paused to cough. "He told everypony that he was in fact…the Phantom?"

"NO!" Blueblood growled, turning his head away in disgust. "But he did announce that it was he that had written the opera; that the opera was going to be performed, and the rest of the season was canceled." Blueblood groaned at the memory of all the ponies he had been speaking with over the last few days; all were demanding to know what was going on and who the creature dressed as Red Death was. He had been so busy making excuses over the last few days that he had been unable to speak with Silverstar till now, practically a week after the incident.

Silverstar's brow was furrowed with confusion once more. "Monsieur, please know that I hold your opinion in highest regard," he hastily said. "I just struggle with understanding how you know that this masked stallion, who did not reveal himself as the Phantom…is in fact, the Phantom?"

Blueblood's first reaction was to shout at the stallion, to grab him by the collar of his suit and throw him against the wall before spitting the truth in his face.

But he restrained himself.

Instead, he gripped the end of the chair very tightly, while taking another long puff on the cigar, inhaling a large cloud of gray smoke before breathing it all out. "I am not a superstitious stallion…I do not fall prey to ghost stories, I do not believe in fate, and I certainly question everything I'm told, as well as everything I see," he said simply, his voice clear and even, but also low and menacing. "Since my father's time, I recall hearing tales about the so-called 'Phantom'…and I never believed them. Even after I began receiving notes signed 'O.G.', I still held to the understanding that it was someone's ill attempt at having fun. Trust me Silverstar, when I say that I am the last stallion in this world to ever believe that the Phantom of the Opera exists…and yet I have seen the damn beast with my own eyes!" he growled, throwing his cigar against the wall.

Silverstar cringed at the motion, unsure what to say or do. Calming the Prince was perhaps the best thing. "Alright, alright, this creature that you saw is the Phantom, the Phantom does exist," he reasoned. "But, forgive me," he cringed somewhat further. "I am unsure what exactly I can do…"

Blueblood's face paled; his eyes went wide with disbelief at what Silverstar had said. "You're the chief inspector! Rally your officers together and arrest him!"

"How?" Silverstar argued. "Where do I go? I know, I know, you said he lives in the opera house," he quickly cut in. "But where do I begin to look? That building is huge! I can't have my officers looking under every nook and cranny for the Phantom…why, he may not even live in the opera house! We don't truly know for sure, monsieur, and further more," he added before Blueblood could interrupt. "On what charges can I arrest him if I do find him?"

These words were almost too much. "What charges…? WHAT CHARGES?" he rose from his chair causing it to fall backward with a loud thud. "MURDER! THEFT! KIDNAPPING! ARE THOSE CHARGES WORTHY ENOUGH?" he pounded his hooves hard onto the table.

Silverstar raised his hooves, both as a sign to calm the Prince down, as well as to defend himself should the stallion become violent. "I don't know of such charges, monsieur! I mean, I have heard of…of accidents that have occurred over the years there, and the old stallion claims his daughter–"


Silverstar lifted his hooves higher, praying he could bring reason back to this situation. "Monsieur, you told me this when you arrived! You told me that at the time you didn't know it was Time Turner's daughter until the Phantom took her! She was costumed, she wore a mask, and no one else has mentioned anything about the incident until now, and it's been a week since! It is not enough evidence for me to conduct a proper investigation, I am sorry!"

Blueblood was seething. He glared at the chief inspector from across the table, his eyes wild with green fire, his palms flat on the table, his jaw set and the muscles under his eyes twitching. "Mark my words, Silverstar," he hissed. "You will regret this day…" he pointed a hoof at the stallion, and then, in a great rage, grabbed the wooden table between the two of them and threw it hard against the wall, causing it to shatter into several large pieces. "REGRET IT!" he roared, before turning on his heel and stalking out.

Silverstar did not move; even after the Prince left, he remained in his chair, afraid to move.

Blueblood pushed passed anypony who was in his way and marched directly to his carriage. "Take me to the Opera House!" he barked at his driver.

The carriage driver cringed at the Prince's voice, knowing from the tone that things had not gone well. "Inspector Silverstar will not be able to help?" he carefully asked.

Blueblood simply sat back and stared ahead at an invisible target, the muscles under his eyes still twitching with anger. "Oh he'll help, I'll see to that," he vowed. "He just needs a little…persuasion…evidence to convince him to look into this matter."

The carriage driver shivered at his master's words; however it was what he said afterward that made his blood run cold. "If evidence is what he wants…I'll make sure that is what he gets…now DRIVE ON!" Blueblood roared, the carriage driver quickly scrambling to his seat and urging the horses at a quick pace to head to the Prince's destination.

Blueblood stared out the window of his carriage at the citizens of Maris; however his gaze was a thousand miles away. He was concocting a plan, a plan that would rid him of this Phantom once and for all, as well as return the beautiful Fluttershy to him once more.

He would have that Mare; she would be his in every sense of the word, she and the fortune that was going to be left to her once the Marquis Filthy Rich finally died. Nothing was going to stop him, he had never failed in a conquest before, and he wasn't going to start now.

Yes, he thought, a devious smile spreading across his hoofsome features. She would be his bride…and on their wedding day…he would have them dance on the Phantom's grave.


View Online


Fluttershy purred happily as she stretched her arms over her head, sighing as she remembered the delicious dream she had been having; she and Discord had made love, but prior to that, Discord had…well…he had…

Fluttershy couldn't help but blush deeply at the memory, her hoof covering the pleasured smile that spread across her face. Did she dare tell him of her dream? They had made love atop his piano! How would he react from hearing such thoughts? Would he be disgusted? She prayed he wouldn't, but she was unsure, after all, she had never imagined couples doing what…well, what they had done in her dream.

She sighed once more and stretched her arms out against the bed, and then froze as she her hooves made contact with the plush Persian pillows that adorned Discord's bed.

She was in Discord's bed!

Then…it had not been a dream?

Fluttershy felt her face grow a deeper shade of scarlet at the thought that, yes…that exquisite moment which she had thought was a dream…had actually happened!

Oh God, how could she face him? He must think her so wanton!

And then Fluttershy shook her head, feeling so foolish for her embarrassment. "Really Fluttershy, I'm sure the many times you have given yourself to him freely have long since proven that you are wanton," she muttered to herself. Still…the blush remained bright upon her cheeks.

A sweet haunting melody filled the chamber and Fluttershy lifted her head, hearing the warm rich tones of Discord's organ reverberate off the stone walls. She rose from the bed, taking Discord's dressing gown and wrapping it around her body, before emerging into the music chamber.

Discord was at his organ, dressed in a plain white linen shirt and black trousers. He was hunched over the instrument, playing several notes before pausing to pick up his pen and write a few words on a piece of parchment. She stood silently in the entryway and watched as his paw and claw skillfully danced across the organ keys with such grace. As he played, he would softly hum to the music, now and then breaking into song.

"…silently the senses…abandon their defenses…" he softly sang, nodding his head as if agreeing with somepony that yes, these words were suitable. The tune was so haunting and so beautiful; in fact, Fluttershy could have sworn she had heard it once before…

Fluttershy hugged the robe ever closer around her body, sighing as she watched her lover and Phantom perform his art perfectly. Her eyes softly began to drift shut as both the cords from the organ and DIscord's voice wove around her like a spider weaving its silken web.

"Slowly, gently,
night unfurls its splendor…
Grasp it, sense it–
tremulous and tender…
Turn your face away from the garish light of day–"

The music was having such a hypnotic effect on Fluttershy that she had completely lost her balance! In a last attempt to keep from falling, she grasped the velvet curtains that were drawn at the entryway which separated DIscord's bedchamber from his music chamber, but it was all in vain, for she was toppling over, squealing as the curtains came down with her.

Discord whirled around at the sound, completely startled by Fluttershy's presence. It was very rare that Discord was taken unawares. There on the floor, lay the velvet curtains with a rather large lump beneath them. The lump attempted to scramble to her feet as well as push the fabric off her, yet it seemed that Fluttershy only became tangled further. She was cursing at this point, a very unmarelike thing to do–which DIscord could not help but grin at.

"Perhaps you are the true 'Phantom', mademoiselle?" Discord asked, his grin spreading even further as he heard Fluttershy grumble at his words. "I confess you do look more like a ghost than I…" he teased, before approaching and kneeling before the curtain-covered lump. "Would you care for some assistance?"

Fluttershy finally managed to find an opening and freed her head, giving Discord a most filthy look. "I can manage fine on my own, thank you," she snapped, before attempting to stand which was proving to be more difficult than she had thought.

Discord bit back the laugh that threatened to escape and immediately helped her up; ignoring the dirty looks she kept sending his way. "Thank you," she muttered, to which he gave a rather elegant, yet teasing bow.

"My pleasure as always," he murmured, the teasing in his voice dying down as he took in the sight of her. Her hair was deliciously tangled, her cheeks had a fresh rosy hue, and she was wearing his dressing gown which only reminded him of the delectable body that lay underneath. The fire in him began to burn once more at the memory of her flesh…

Fluttershy's skin tingled at the way Discord looked at her. She blushed once more as the memory of their past lovemaking returned. "That music was beautiful," she squeaked, before quickly coughing to regain composure to her voice. It was hard to have composure when DIscord undressed her with his sensuous eyes.

He smiled at her compliment and took a step back, although it took every ounce of willpower he had. "Thank you," he whispered, before gathering the music together and placing it in a leather-bound folder.

Fluttershy's brow furrowed at the rather hasty way he was hiding the music. "Oh! No, I did not mean that you had to stop playing!" she implored, coming to his side to rest her hoof atop his paw. "Please, continue, I would love to hear more–"

"Hush," Discord whispered, moving his paw to cover her lips. "It is not ready yet, but all in good time," he smiled, before placing the folder on a pile of parchment that lay next to the organ. "Besides, we have much work to do, it can not be denied that you are rather…behind on your lessons…" he murmured silkily, his eyes burning into hers with a knowledge that only the two of them shared.

Fluttershy felt her face grow hot. Indeed, this whole week during their rehearsals they had not touched one single piece of music. They had been otherwise…occupied. "I do not recall you protesting to the use of our time," Fluttershy teased, despite the deep flush that covered her cheeks.

Discord could not help but grin, and reached out for her, wrapping his arm around her waist and pulling her down onto his lap. "I would be a fool if I did," he growled, his lips finding hers and kissing them softly. Fluttershy moaned against his mouth and opened hers to invite him in, but he reluctantly withdrew his lips much to the disappointment of both of them. "There is a matter of great importance that I wish to discuss with you," he sighed, his claw gently brushing a few stray waves from her face.

Fluttershy's eyes grew wide at the seriousness of his tone. Had something happened? Was it about her father? No, if something had happened to her father, she was sure Discord would have told her immediately. "Go on," she insisted, preparing herself for the news.

Discord gently reached over and squeezed her hoof before reaching for a piece of blank parchment. "I have been thinking about…what you said about Aminta…" he began, "about why she would not betray Don Juan."

Fluttershy remained silent as he spoke, but her heart was pounding wildly at what he could mean. He looked down at her gave a sad soft smile. "Perhaps you were right…perhaps I was writing about Pinkamena, that I was angry with her and wanted to release the pain she had caused me in some way…" he sighed. "But all that's changed now…" he looked up into Fluttershy's eyes, amazed at how deep, at how innocent, and at how blue they were. "Ever since I heard you sing so many nights ago, I knew that I had found my Aminta…but what I hadn't realized was that at the same time…I had discovered who Aminta really is…"

Fluttershy's breath caught in her throat as Discord lifted her hoof and softly brushed his odd-shapen lips across her knuckles. "Do you remember the first time we were on the roof?" he whispered, looking into her eyes, still amazed at the love he saw in them. Fluttershy smiled and quietly nodded her head. "I remember it very clearly," he whispered. "The words you said to me about how I could not judge all mares based solely upon Pinkamena's actions. That when you love a stallion, you would love him wholly and fully…" his paw moved to catch a tear that was slowly sliding down Fluttershy's cheek. "Indeed…you have proven to me that you are a most unique mare, Fluttershy," he murmured, his voice filled with awe.

Fluttershy smiled at his words but her eyes darted away, feeling somewhat unworthy of such praise. But she felt Discord's strong paw cup her chin and draw her tear filled gaze back to his. "Do not hide from me angel," he whispered, his paw moving to wipe away the tears that had escaped.

Fluttershy blushed and smiled at him, shaking her head and moving her hooves to wipe her face, feeling foolish for crying, but she couldn't help it; in all her life she had never imagined she would experience such passion, that her heart would burn for another the way it did for this creature. And this was a creature, who once upon a time she had despised, but that was all forgotten; now she couldn't imagine feeling anything for him other than love.

Discord smiled and thought how unusual it was that he was doing just that…smiling. Truly, not since this mare came into his life had he ever really smiled before. He wasn't sure what he had done to win God's favor or God's forgiveness, but he was eternally grateful for this mare to have trespassed into his world so many months ago.

"You tell me that you love me–"

"I do love you," Fluttershy declared, her hoof moving to touch his own that lay against her cheek. She moved her lips to his palm and placed the softest of kisses against it. Discord groaned inwardly at the gesture, his heart swelling with love and his body yearning to feel hers once more.

"I believe you," he assured, although he was still amazed. She could tell him every second of every day for the rest of his life that she loved him…he would never ceased to be amazed. "I don't understand why," he sighed, "but I believe you when you tell me that you love me…and…" he looked deeply into her eyes and felt his amazement double. "…I can see it in your eyes, the love you speak. This is why…I'm changing my opera."

Fluttershy's eyes widened at these words and her mouth fell open as if to speak, but no noise came out. Discord could not help but chuckle at the look on her face, his paw moving to her chin to close her mouth. "I didn't think it was going to be that surprising," he teased.

"Do you mean…when you say you're changing your opera…you mean…Aminta and Don Juan…they…they will…" she was too flabbergasted to finish, and a part of her needed to hear him say the words, to tell her that this was real.

"Yes," he assured, his heart warming at the smile that spread across her face from his words. "I am going to change the ending; your Aminta will return to Don Juan not as a mare who betrayed him…but as a mare who still loves him…despite the horrific scars that disfigure his body and soul," he murmured softly, his eyes moving away from hers. Fluttershy opened her mouth to protest Discord's meaning, but he quickly continued, not wishing to dwell on the topic. "This is where I need your help, my dear."

Fluttershy was taken aback by his words. "M-m-my help?"

"Yes," Discord said matter-of-factly, reluctantly removing her from his lap to sit beside him, and reaching for a clean piece of parchment and setting it before them. "The ending needs to change obviously, and I want your advice on how you best think it should be handled. Now I have a few ideas, such as a grave misunderstanding, or perhaps Aminta's hoofsome lover filling her head with lies to lure her away from Don Juan…actually I rather like that one, what do you think?"

Fluttershy stared at him, her mouth falling open once more, but no sound was coming out like the last time. DIscord cocked one black eyebrow at her expression. "I confess, that was not the ending I was thinking, but I'm sure there's some way we can work it in."

Fluttershy quickly closed her mouth and gave his shoulder a playful shove, which naturally had no effect on him whatsoever. "You're serious? You wish…you wish for me to help you with changing the ending of your opera?"

Discord shrugged his shoulders as if it were the most general question anyone should ever ask him. "Of course, you are my star as well as my muse, and I greatly value your opinion when it comes to music…after all, you did improve that one song of Aminta's, and you did promise me to never hold back your thoughts when it comes to music, did you not?"

"Well yes, but…" she stared at him, truly amazed at the change in this stallion. Oh he still knew how to be tall, dark, and brooding, but…something had changed within him, something that seemed to melt the icy exterior that was wrapped about him like the black silken cape he always wore. "You really want to change the ending…a-and you're not simply doing this because of me, a-a-are you?"

Discord smiled at her question but shook his head. "I would be lying to tell you that a part of me isn't doing it because of you…but this is my own decision Fluttershy…I see now what you had been saying all this time, and I agree…Aminta would never betray Don Juan."

Fluttershy couldn't help herself, she gave a happy cry and threw her arms around Discord's neck, surprising her Phantom tremendously, but a surprise at which he welcomed, wrapping his own strong arms around her and hugging her tightly to him. "No she would not DIscord," she happily cried, letting the joyful tears spring forth. "She loves him…just as much as I love you…" she sniffled, blushing and grinning all at once. "And I would be honored to help you in any way that I can."

Discord smiled at the beautiful mare before him, his paw tenderly running over her tear-stained cheeks. "Thank you," he murmured, his own voice filled with emotion. It was a "thank you" with many meanings…and DIscord meant every single one of them.

"So," he cleared his throat, gaining control of his emotions once more. "Do you have any suggestions for an ending?"

Fluttershy quickly wiped her eyes and regained composure of her emotions once more. "I think for the sake of the story that it would make the most sense to have a misunderstanding caused by Aminta's hoofsome young lover."

Discord nodded his head and dipped his pen into the inkwell beside the organ. "Do you have any more suggestions?" he inquired, while writing a few notes down on the parchment.

Fluttershy blushed as a knowing smile spread across her face. "Write them a song, Discord," she pleaded.

Discord lifted his head and cocked another eyebrow at her. "Don Juan and Aminta's young lover?"

"No!" Fluttershy groaned, once again shoving Discord's shoulders to which he grinned. "A song for Don Juan and Aminta! At the end of the opera, when they are together again…a…a love song," she whispered, blushing but smiling happily at her masked lover.

"Ever the romantic," he teased, but the smile he gave her told her that he liked her idea very much. "Very well then, I shall compose a song for them…but I will still need your assistance. Your knowledge of gothic romance can help with the lyrics."

Fluttershy grinned and eagerly sat up, her back straight like a good student, prepared to help her mentor and lover in any way that she could. "I am ready, maestro."

Discord smiled; he couldn't help but find her eagerness charming. "Then let us begin…"


"So, what you're telling me is…it was all a stunt of some sort?"

Flim simply nodded his head at the newspaperpony who sat across from him, a fake smile plastered to his face.

The newspaperpony seemed distraught by this news, his brow crinkled with confusion. "Madame Sapphire Shores has always been a reliable source when it comes to news in Marisian society and the arts. I just can't believe she'd be wrong about something like this…"

"Yes, well, it did seem rather…realistic, to say the least," Flim sighed, forever holding his smile. "But that is why we are one of the best opera companies in the world! We have the greatest actors."

"But I understand that the Prince was threatened–"

"Come now, monsieur, do you truly think we would allow any harm to come to our highest paying patron? The Prince is a business stallion, he saw this as an opportunity to help raise ticket sales."

The newspaperpony eyed Flim suspiciously before sighing and closing his briefcase. "Very well, I thank you, monsieur, for taking your time to answer my questions. I must say, no offense of course, but I am rather disappointed that this whole story of 'The Phantom' is nothing more than a publicity stunt. Stories of murder and gore always sell better. Ah well," he sighed before picking up his hat. "Good day then."

"Yes, good day," Flim replied, his smile never fading as he held the office door open for the newspaperpony.

Just at that moment, Flam came rushing in, his face red from whatever sprint he had just completed. "FLIM! GOOD GOD THIS IS THE WORST NEWS EVER! I'VE JUST RECEIVED ANOTHER NOTE, WAIT TILL YOU–"

"FLAM!" Flim practically shouted, grabbing hold of his partner's shoulders and giving the stallion a good hard shake. "I don't believe you've met Monsieur Flash Bulb, he's with the NEWSPAPER," Flim said very crisply and clearly.

Flam's face immediately paled as he slowly turned to acknowledge the stallion who was staring up at him with wide uneasy eyes. "Oh! Oh good afternoon, monsieur!" Flam greeted warmly, his face adopting a smile similar to Flim's. "I beg your pardon, I did not mean to intrude, I um…that is…well you see, it's just awful, I was coming to tell Flim that I have just received a note from one of our dear patrons who sadly has taken ill."

Flim's smile remained steadfast, while inside he wanted to throttle Flam for his ill attempt at lying.

The newspaperpony eyed Flam with great suspicion before asking, "Which patron may I ask?"

"I'm afraid we can not speak of such things, monsieur, I apologize!" Flim practically pushed the stallion out the office door. "We must keep the confidentiality of our patrons, you understand! Yes, well, my business partner and I have much…um…"

"Business!" Flam piped up.

"Yes! Business, we have much business to go over…to um…to prepare for our next…performance." Flim wanted to crawl into a hole and die right at that moment.

The newspaperpony tried to turn to ask them further questions. "Which opera? When shall it be performed?"

"You'll just have to buy a ticket to find out!" Flam declared, before pushing the stallion entirely out of the office and slamming the door before he could ask anything further.

Both managers collapsed into the nearest chairs at that point. "Goodness," Flim groaned, his hooves massaging his cheekbones which ached from smiling. "I never thought he'd leave…damn Madame Sapphire Shores and her big expensive mouth," he cursed.

"Madame Sapphire Shores sent him?" Flam asked, his hooves pointing in the direction where the newspaperpony had been standing.

Flim nodded his head. "Yes, and yesterday it was somepony who had heard news from Monsieur Arpeggio, and the day before that from Madame Pearl," he groaned as he recalled how many reporters had come in that week, each wanting to know whether the Opera House was truly canceling its season, and who the stallion dressed as Red Death was. And Flim was beginning to run out of excuses.

"What are we going to do, Flam?" the older manager groaned, his hooves rising to rub his throbbing temples. "It's amazing we've been able to keep the papers silent for this long! But with so many tattling witnesses, and with a company that's frightened beyond all belief to perform–"

"Goodness, I almost forgot," Flam gasped, before thrusting the note he had been waving about earlier into Flim's face. "This is the last straw Flim, by God, it's the last straw!"

The older manager frowned at the note and quickly removed it from Flam's shaking hooves. Truth be told, he did not want to open it. Instead, he wanted to thrust it into the fireplace and let it burn along with the other notes they had been receiving that week.

But he didn't dare; ever since Red Death's appearance at the ball, Flim was far less skeptical about the so-called Phantom of the Opera.

"I'm not going to like this, am I?" Flim groaned, opening the letter to read its horrid contents. Flam was already on his hooves, pacing the office like a caged animal. Flim's eyes, which had been narrow as he began reading the note, slowly widened with shock and horror at what was before him. He looked up at the younger manager, his mouth agape and his face pale.

"Yes," Flam groaned, shaking his head sadly. "Yes, that is what it is…a casting list!" he shouted out of sheer frustration, picking up a small vase filled with flowers and throwing it against the wall.

Flim jumped from the outburst and quickly rose to his feet. "Will you get a hold of yourself!" he hissed at his partner, praying that no one would come and inquire after the noise.


Flim flinched at the words and without a second thought reached out and slapped the other stallion hard across the face. "Will you be quiet?" he hissed again. "The last thing we need is…well…" he glanced at the walls around them, "more reasons for him to send us into financial ruin!"

Flam had been stunned by Flim's reaction to his outburst; however it did allow him to gain some composure which had fleeted him for those moments. "What are we going to do? If she finds out about this…oh God almighty…" Flam groaned, quickly crossing himself. "We're ruined Flim! Truly, this Phantom will–no, is ruining us!"

Flim wanted to respond with a hopeful answer, with something that sounded both calm as well as brilliant, but he was at a complete loss. And this casting list was simply the tip of a very large and very destructive iceberg.

"I mean, do we dare comply? We have to do something! The company is beginning to talk!" Flam panicked. "You know it's only a matter of time before one of them goes to the newspapers! And what are we going to do about this opera? We can't go through with it!"

"Of course you can."

Flam stared at Flim, astounded that his partner would say such a thing. But he realized then that it was not Flim who spoke, and turned his head towards the door to where the voice had come.

"MONSIEUR!" both managers exclaimed, a fleeting sense of hope filling them as they gazed at the Prince who stood before them.

"Oh thank Goodness you are here!"

"We've been battling reporters all week!"

"–have no idea what to tell the company–"

"–Fleur is going out of her mind!"

Blueblood sighed and raised his hooves to silence both managers. They instantly complied. "Gentlecolts, indeed we have much to discuss…but this is hardly…" he too glanced around the room suspiciously, "…the proper place for such a conversation. Come."

The two stallions stared at the retreating figure of the Prince before quickly grabbing their coats and hats and immediately following their patron. Blueblood led them to his carriage and had the driver take them to his club. As it was the middle of the day, the club that Blueblood attended was practically empty, save for a few gentlecolts. It was the perfect place to discuss business matters…and far away from invisible eyes and ears.

Blueblood found a quiet table away from any other prying eyes, ordered a bottle of champagne, and immediately lit a cigar. "Well, let's get to it," he muttered, deeply inhaling the cigar's smoky calmness. The managers glanced at one another and then both of them, once again, burst out at the same time with their problems.

"–we've been receiving notes all week!"

"–company is in an uproar–"

"–running out of excuses–"

"GENTLECOLTS!" Blueblood bellowed, before immediately lowering his voice. "One at a time!" he hissed. "I too have been dealing with questions all week. Like you, I too have been using whatever excuse I can think of…and like you, I'm beginning to run out."

Flam practically whimpered. "If you can't help us, monsieur, who can?"

"Calm yourself!" both Blueblood and Flim hissed, especially as their champagne had just arrived. The bottle was uncorked and the glasses were poured, but no one moved to take a drink. Blueblood took a long puff on his cigar and blew the smoke into the air over the managers' heads. He eyed them both, and feeling that Flam had at last gotten a hold of his nerves, quietly asked, "you said you received notes?"

Both stallions shivered and groaned in agony at the question. "Yes," Flim muttered. "The day after the ball, we received a note filled with instructions for how to direct his opera! Said he would be 'watching in from time to time' to make sure we did things the way he wanted!"

"He's sent threats too!" Flam hissed. "Threats that would make your blood run cold!"

Blueblood remained calm. "For example?"

"Scandals! Thievery! Even…" his voice was barely above a whisper, "murder."

Blueblood cocked an eyebrow at this. So the Phantom was still using the same playing card, still threatening lives should his demands not be met? Perfect. It all played into Blueblood's hooves even more. To get Silverstar's attention, he needed a murder or some sort of tragedy to befall somepony at the opera house…someone that could potentially cause great scandal. He looked at Flam and wondered if Silverstar would investigate should the younger manager reach an untimely end.

"Monsieur?" Flam asked, noticing the distant look in the Prince's eyes. "Are you all right?"

"I'm fine," Blueblood muttered, waking from his trance. "What other notes have you received?"

Flim sighed and began counting them off. "The conductor, Madam Octavia, received her own copy of the score, along with a note that demanded the replacement of the third trombone, not to mention an extra bassoon," he groaned.

"Notes on costume design, set decoration, lighting, props–" Flam added.

"Not to mention the note about sacking half of the chorus," Flim grumbled.

Flam's eyes widened with realization. "OH! Madame Luna even received a note!"

Blueblood's eyebrows rose at this news. "Really? And did she too receive threats?"

Flam's face fell at that. "Well…no, simply that she needed to instruct the dancers in Spanish dances."

"Interesting," Blueblood muttered. Despite what she said, Blueblood knew deep in his bones that Madame Luna knew more about the Phantom than she was letting on. Once he thought the mare to be the hoof that penned the infamous notes; now he believed her to be an accomplice to the caped menace that haunted the opera house. "And Fleur de Lis?" he inquired.

Both stallions looked at one another and groaned painfully. "She is threatening to leave…again," Andre muttered.

"And she demands that the season continues, as she has her heart set on playing the Countess in 'Il Muto'," Flim grumbled. "She glanced at the score for 'Don Juan' and called it garbage. She won't sing it, she doesn't care if we lose every penny!"

"Well, that won't be a problem now, will it?" Flam muttered with great sarcasm.

Blueblood's brow furrowed. "What do you mean?"

Flam sighed and without another word, simply handed the Prince the letter he had received earlier that day. Blueblood took the note and began reading, his brow furrowing all the more. "What is this?"

"A casting list," Flim explained. "He's gone ahead and chosen the cast for his opera."

Blueblood studied the list carefully. "Fancypants will play Don Juan, hardly a surprise at that…but the role of Aminta, the lead female…it's left blank."

Both managers groaned once more, and Flam took hold of his champagne glass and downed the contents in one gulp. "Read on monsieur, you'll see…"

Blueblood cocked another eyebrow. "Surely Fleur de Lis would be playing the lead–"

"Read on," both managers instructed.

Blueblood sighed and did just that, reading down the cast list, many of the names meaning nothing to him as they were all members of the chorus, however his eyes stopped as one name filled his vision. "Fleur de Lis is cast as…Gypsy #2?" he practically choked.

"GYPSY #2!" both managers wailed in agony.

"It's a role of such insignificance that even chorus nobodies are casted higher!" Flam groaned. "You know how she can be monsieur, when she finds out–"

"She won't find out!" Flim hissed at his partner. "We're not going to do this…this filth!"

Blueblood, now fully recovered from the shock of the casting, calmly exhaled a large gray cloud from his lips. "Of course you are, don't be a fool Flim."

Flim froze as if he had been stabbed through the heart. "I…I b-b-beg your pardon, monsieur?"

Blueblood handed the note back to Flam who was looking just as stunned. "You heard the Phantom's orders…we're performing this opera and canceling the rest of the season. Why look so surprised? I told you after the ball that we were going along with his plan."

Now both managers were staring at the Prince with wide eyes and even wider mouths. True, they both remembered how Blueblood had informed them the night of the masquerade that they would perform the Phantom's opera, however they had simply believed he was still suffering from the severe blow on the head the Phantom had given him.

They were at a complete loss for words, just the way BLueblood preferred them. "I know I have long been the cynic of our business venture," he sighed, taking a sip of his champagne. "But I will admit when I'm wrong…and I was wrong about the Phantom; well, partially wrong. After all, he is not a ghost, that much…" he recalled how the villain had gripped him by the neck and lifted him off the ground, "…we can be certain," he muttered.

Flim finally closed his mouth and attempted to make sense of this new situation. "Am I to understand then…that you actually WANT us to…to put on this production?"

Blueblood smiled and took another deep puff from his cigar. "Exactly."

Flim blinked several times before speaking again. "I beg your pardon monsieur, but…ARE YOU MAD?"

Flam reached out and slapped Flim hard across the face, something he had been wanting to do for some time. Flim sat back, stunned by the gesture as well as Blueblood's revelation that they would be performing Don Juan Triumphant.

"Thank you, Flam," Blueblood muttered. "And no, Flim, allow me to explain and you will see how wise a decision this is." Content that he had both managers full attention, he continued. "So it appears our Phantom fellow is real. Therefore, so are his threats. If there is a story of a murder that he has committed, we can only assume it is true."

"A mad stallion…a mad stallion living somewhere in our opera house!" Flam hissed.

Flim turned to the Prince. "Surely the police will–"

"No," Blueblood coldly replied.

Both stallions stared at Blueblood with absolute horror. "The police won't help?"

Blueblood shook his head, still fuming over the conversation he had had with Silverstar. "They need more proof than stories or letters to conduct a proper investigation. We are completely on our own, gentlecolts," he sighed, taking another sip of his champagne.

"Good God," Flam whispered. "He's right Flim…we have no choice! We'll have to perform the opera if we wish to avoid…any sort of scandal!"

Flim shook off Flam's clinging hooves that were gripping his arm. "Monsieur," he said turning his attention back to Blueblood. "I have looked over the opera…and it's ludicrous! Complete lunacy! Why, even Madam Octavia says it's impossible to conduct, the cords go every which way, the music is off key–"

"Sounds rather…modern," Blueblood sighed, exhaling the smoke from his cigar.

"Exactly! Extremely modern, monsieur! The reviews will crucify us!"

Blueblood rolled his eyes at Flim's hysterics. "Since when do you care about reviews? It's the money that matters! The profit we make from tickets, not reviews! Those reviews would matter more to the composure, and if he doesn't like them, let him haunt the bloody newspaper."

Flam bit his lip at the mention of tickets. "What will our patrons think, monsieur? If we do this opera and cancel the rest of the season, they'll surely demand their money back!"

Blueblood rolled his eyes again. "Obviously you both know nothing about the aristocracy or the delightful selling power of social gossip," he grinned. "Say nothing to the papers, say nothing to your patrons. Should anypony approach you about what is going on at the opera house, simply reply that 'you are hard at work for the next production', and nothing more. Rumors will begin to fly of course, and instead of ticket sales dropping…they will rise. People will want to know what is going on! Why is nothing being said? And then, when the time is right, make your announcement that you will be premiering a brand new opera! Dazzle them by letting them think they are an honored group to see this first hoof before anyone else. Say nothing about Fleur de Lis, in fact, say nothing at all about it. Don't even mention the Phantom! Simply let rumors be what they want to be. Those who insist on remembering the wretched events from the masquerade may continue to do so, while others will most likely have forgotten by that point. But trust me, my dear managers…we will not lose one penny if we are smart."

The Prince's words were somewhat reassuring; after all, they could see the logic behind them. However, there was still one more serious matter to discuss. "What of Fleur de Lis?" Flim whispered, dreading having to say the mare's name at all.

Blueblood was drinking his champagne when Flim mentioned her name. He quickly downed the remaining contents of his glass. "Leave her to me," he sighed, although it was more of an irritated groan.

"But…what about this…this 'Aminta'?" Flam asked. He opened the letter again and pointed to a note that the Phantom had written in the corner. "Says here that he will cast her part in due time, that we should not worry about it. Fleur de Lis will definitely take notice when we have no female lead at rehearsals!"

Blueblood's brow furrowed at the side note he had not seen earlier. Why would the blasted Phantom take so much time to cast everyone but the role of Aminta? What did he mean by waiting?

…and then it slowly occurred to him.

"Fluttershy," he whispered.

"Fluttershy?" Flim asked. "Wasn't she Fleur's costume mare?" he asked, looking to Flam for an answer.

"Yes…I remember her now, the daughter of our elusive violinist," the younger manager muttered. "Fleur de Lis had her fired, and we never saw the old stallion again. What made you think of her, monsieur?" Flam asked Blueblood.

Blueblood crumpled the note, an evil jealous glare shadowing his eyes. "He has her…he intends to cast her in the role of Aminta."

"What?" both managers gasped. "Surely you're mistaken, why…why would the Phantom have Mademoiselle Fluttershy?"

Blueblood grabbed the champagne bottle and quickly refilled his glass. "She was at the masquerade. I danced with her. It all adds up. After Fleur de Lis fired her, she went missing! According to the mare who rented the apartment out to the mare and her father, neither of them was seen again since the morning of the opening gala! Don't you see? She's been in the Phantom's clutches all this time!"

The managers paled at this news, however they did find it rather hard to swallow. "You say you danced with her?" Flim inquired.

Blueblood gulped down the contents of his glass. "Yes," he rasped. "The mare in the golden gown…that was her. She was attempting to escape, I'm sure of it. But the bastard…" he growled. "He stopped us and took her!"

"My God," Flam gasped. "That poor mare! Who knows what horrors she's had to put up with all this time!"

Flim was still skeptical. "What makes you think the Phantom intends for Mademoiselle Fluttershy to play the part? Can the mare even sing?"

Blueblood did not know the answer to that question, but something deep within his soul told him that this was the Phantom's true intention. "It's her…I know it's her, why else would he have kept her alive all this time other than to use her for some diabolical scheme?"

Both managers shivered at the thought of what the young mare must have gone–must be going through, in the depths of the opera house as a prisoner of the Phantom. However, Flim found himself still confused by the whole idea. "Why do you think she went with him so willingly then?"

Blueblood's head snapped up. "What?"

"W-w-well," Flim swallowed. "Of course she was trying to escape, as you said, by disguising herself at the ball…but…why then, did she go so willingly with him when he took her from your side?"


Both stallions had shrunk back in their chairs by the force of the Prince's roar. "I'm sorry, monsieur! I truly did not mean to offend!" Flim whimpered like a frightened dog. "Of course, you're right, she had no choice, she had to go with him, and she was trying to escape but could not."

Blueblood looked satisfied by this acknowledgement, and quickly calmed himself, smoothing the wrinkles out of his jacket from the outburst. "Of course," he replied rather calmly, although his whole body was shaking from the rage that still brewed within him. "If my suspicions are correct, then Mademoiselle Fluttershy will return to us…however it won't be for some time, no doubt she will not be released till close to opening night."

"How…how can we rehearse without a leading female?" Flam carefully asked, not wanting to evoke the Prince's wrath.

Blueblood shrugged his shoulders. "That is not my concern," he took another gulp of champagne. "But we do this…perform his opera, follow his instructions to the letter, and act as if his wrath truly frightens us–"

Both managers exchanged glances with one another. They would not have to act very hard.

"–then his guard will be down, and that is when we will STRIKE!" he hissed, pounding his hoof down upon the table, causing the glasses to shake.

The managers couldn't help but jump at this motion. "Go on…" Flim whispered.

"I'll think of some way to get the police there," he muttered. "But it is without a doubt, he will be there to see his so-called masterpiece performed."

"Yes!" Flam exclaimed. "And we'll be certain the doors are barred!"

"And certain our stallions are armed!" Flim added.

"Indeed!" Blueblood proclaimed. "And when the curtain falls…so will he!"

"Brilliant, monsieur, brilliant!" both stallions exclaimed, lifting their glasses to toast their patron. Blueblood couldn't help but grin at their gesture, a haughty smile spreading across his hoofsome face.

"Um…begging your pardon, monsieur," a waiter interrupted, standing beside their table, holding a tray in one hoof. Blueblood frowned at the stallion, but his frown deepened even further as his gaze fell upon the note that lay on the tray. "This just arrived for you," the waiter explained, offering the note to the Prince.

Blueblood took the note very reluctantly and felt his blood turn to ice at the familiar red skull seal that adorned the parchment. Without another word or glance at his managers, he ripped the seal open and began to read the letter at once.

My dear Prince,

I am pleased to hear that you have finically agreed to see my opera performed. It pleases me to know that an esteemed patron of my opera house is so eager to provide support to the arts.

The letter was dripping with sarcasm.

Since you are showing such eagerness to seeing this production take flight, then no doubt you will work hard to see my needs met. It would be of a great service that you stay clear of the young ladies of the company, both dancers and singers (this of course excludes La Fleur de Lis, as she is no mare but rather an over-zealous cow), as they have much work to accomplish to be ready for the opening night. In fact, it would probably be for the best that you stay away from the opera house entirely. Let somepony who knows something about music handle the production; a patron's job is simply to provide financial support, therefore your place is in an office, not the arts. Oh, and one more thing…

Blueblood's eyes were tiny green slits as he read the last lines of the letter.

Since you are going out of your way to see my needs met, then you will understand that I am in need of a box for the opening night. I must confess, I do rather enjoy the view from your seat, Box Five…so thank you for being so understanding in this matter.

Respectfully, O.G.

That was the last straw.

"What did it say, monsieur?" Flam asked, biting his lip and praying that the Prince would not explode, although he did look ready to commit murder.

"YOU!" BLueblood bellowed to the waiter who had delivered the letter. "Who gave this to you?"

The waiter was startled. "I…I don't know, monsieur, the doorpony gave it to me, said a black carriage delivered it, but that's all I know, I swear."

"A black carriage?" Flim whispered. "Good God, it couldn't be, could it?"

"Who else could it be!" Flam gasped. "He must have heard us! He must have been watching us! How else could he have sent that note here?"

"Flam, I swear if you do not get a hold of yourself…" Blueblood muttered in a most deadly tone. The younger manager quickly shut his mouth. "Fine," Blueblood muttered through clipped lips. "I'll play his game, I'll let him believe he has the upper hoof over this situation and that he can get away with ordering us about," he grasped his champagne glass tightly and downed its contents in a matter of seconds. "But in the end…the disaster will be his."


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Discord laid on his back, panting deeply, as the beauty that had been sitting above him collapsed against his chest, slick with perspiration from their lovemaking. God, he would never tire of this or cease to be amazed by this incredible mare.

Fluttershy purred happily as she felt Discord's warm arms entwine around her, his paw and claw running lazy circles across her naked back. This was pure heaven, truly. All her life, she had never imagined that the creature she would give her heart to, and who would love her in return, would resemble one of the romantic figures of her dark gothic novels. Never had she envisioned the hero of her dreams to be a creature in a mask, casting his seductive spells over her with the power of his voice. And never…never had she imagined she would respond so eagerly to his passion.

Discord gazed at her and felt himself amazed once more, only now his heart swelled as he saw the love she had for him reflecting in the beautiful blue pools of her eyes. His paw tenderly brushed a few mussed waves from her face, and he held his breath as he took in her beauty, her love, and her happiness. Was it possible that he, an ugly, horrifying, murdering monster, could cause such happiness, could inspire such love and passion? Never in his whole life had he believed such love, such beauty, could be his. And yet here she was, in his bed, in his arms, gazing at him with longing and desire. What was he going to do? How could he ever let her go?

"Discord?" Fluttershy whispered, her voice drawing his attention back once more. One of her small hooves was gently caressing the unmasked side of his face, and Discord could not help but lean into the touch.

"You make it impossible to stay focused my dear," he sighed, his voice teasing as his eyes caught hers once more.

Fluttershy smiled at his words, but a part of her could not help but feel a little worried. She could tell something had bothered him in that faraway gaze he had just had. It was a worry that she too had been secretly harboring…

"As much as I would love to spend the whole day like this…I feel it would be wise that we resume our lessons," he sighed, slowly rising from the bed and reaching for his dressing gown.

Fluttershy blushed and bit her lip as she felt Discord's body slip away from hers. She grasped the edges of the Persian blankets that adorned the bed and wrapped them tightly around her naked body, although not even the soft warmth of the blankets could entirely hold off the chill she was suddenly feeling. "Discord…is…is everything alright?" she asked, her voice soft, as if she could keep the worry out of it by speaking softly.

Discord glanced at her, his brow furrowed by her question. "Why do you ask?"

Fluttershy looked down at her lap, a part of her dreading to ask this question. "I understand the managers are agreeing to perform the opera…"

"Yes,"Discord answered shortly, still curious as to what was bothering her. "They have finally seen reason and must follow through with my instructions in order to avoid any sort of scandal with their ticket-holders."

Fluttershy looked up, worry etched across her face. "Does it not seem strange to you that they simply agreed? They have been fighting it for so long, and then suddenly, they are in agreement?"

"What are you trying to say Fluttershy?" Discord asked, his eyes narrowing. He could not help it that his tone sounded somewhat cold. The very thing he did not want to comprehend was upon him, however he had worked over half of his life on this opera. "My dear," he sighed, softening his tone, and coming towards the bed and sitting opposite of her. "Why don't you just say what's in your heart…you have never held back from me before, why is now so hard to speak your mind?

Fluttershy looked into his eyes and felt a smile slowly spread across her face. However it was a smile that contained sorrow. "I worry for you Discord…I worry that these stallions are plotting something."

Discord couldn't help but chuckle somewhat at her words. "Flim and Flam are too stupid to plot my demise, if that is what's bothering you."

Fluttershy didn't like it when Discord laughed at her worry for him, or when he threw caution to the wind. "Do not be so arrogant! You have said so yourself, the Prince hates you! And I fear that after you embarrassed him at the masquerade, he will stop at nothing to seek his revenge!"

Discord frowned at these words. "Your faith in me, my dear, is overwhelming," he muttered with pure sarcasm, rising from the bed and walking away.

Fluttershy groaned and quickly rose, clasping the blankets to her body. "I do not lack faith in you! I know you are clever, far cleverer than he, but I do not think it is so wise to simply disregard carefulness! He is the sort of person who will behave irrationally over the most irrational things, surely you realize that!"

Discord stood in the entryway between his bedchamber and the music chamber, his head turned just slightly to look over his shoulder. "He is the one who should be taking care," he whispered. "All of them…but especially him. He was lucky that I chose to spare him the night of the ball. That public display of embarrassment was a warning; if he is wise, he will stay away from the opera house."

Fluttershy stood just behind Discord, her small hooves reaching out to his arm. "But that is my worry, he is not wise Discord, how could he be? No pony is wise when vengeance clouds the brain."

His eyes narrowed further at these words and he moved away from her into the music chamber. "We've wasted far too much time," he barked, seating himself at the piano. "There is still much to do and now we have limited time to do it. Come, we shall begin with Act II," he ordered, his experienced paw and claw already flying across the piano.

Fluttershy, however, stood exactly where she was, not moving into the music chamber, her face still etched with worry. Discord glanced up at the entryway, his annoyance spreading like wildfire. "Fluttershy, I'm not in the mood to play games, so come–"

"What happens after Don Juan, Discord?"

Her question practically stopped his breathing. He had to shake his head somewhat to regain consciousness. "W-w-what?"

"What happens after Don Juan Triumphant is performed?" she asked again, her eyes locked with his. "Or before that, even. What happens when the time comes that…that I need to go above to rehearse?"

It was a question Discord had been dreading to face for weeks. No, more than that. Before they both gave way to the passion that was crashing inside them, before he first felt her lips touch his, perhaps before they began to grow as friends…Discord had been dreading this question, and purposefully had been avoiding even the mere thought of it. It seemed so long ago that he had made that pact with Fluttershy, the deal to release her should she allow him to train her voice and star in his opera. Now his opera was going to be performed! And yet, for the first time in his life, Discord was regretting it…

"When the time is right, you will be ready to rehearse with them and perform…but that time is not now," Discord said simply, brushing the worries under the rug once more.

Fluttershy's eyes filled with sadness at these words. She did not know what she wanted to hear, but simply denying her question was certainly not what she wanted. She had not forgotten their bargain, however at the time they made it, Fluttershy longed for her freedom! Now…now things were so much more complicated. She loved her father, and dearly missed him. She worried about him and prayed that wherever he was, he was all right. But Discord…she had fallen in love with her captor, with the infamous Phantom himself! And the thought of having to leave him and this paradise they had created beneath the earth seemed too much to bear…

"I…I don't feel very well,Discord…" she whispered, her hoof rising to her head and softly touching her face. She felt hot and flushed, and things were beginning to spin. "I'm sorry…I…I don't think I will be able to sing…f-f-forgive me…"

Discord bolted to his feet when he noticed Fluttershy's eyes roll back, and flew to her side just in time to catch her as she crumpled to the floor.

She heard singing. A rich tender voice in a distance, soothing her with sweet words, words to a song she had never heard before, and yet…she knew it. It was a song she had never heard with her ears, but one her heart seemed to know, one that filled her dreams. An enchanting song filled with longing, desire, and the promise of everlasting love.
"You alone can make my song take flight…"

Fluttershy's eyes fluttered open then, the blurred image of a face looming close to hers, a face that was only half revealed, while the other half hid beneath a white mask. For some, it would be a startling image to awake to, but for Fluttershy, it was an image that made her heart soar.

"Welcome back," Discord softly whispered, a tender smile spreading across his face, however it was also etched with sadness. "How are you feeling?"

Fluttershy looked around, her eyes filled with confusion. She remembered very little of what had happened, but she was sure she had not been in her chamber. Yet here she was, lying in her bed, the lace curtains drawn around them and the warm fire glowing brightly in her fireplace. She looked up at Discord again, who was lying next to her, although he was propped up on his elbow, his paw tenderly running over her right cheek as he gazed down at her. "How…what…?" she asked, trying to sit up, but her head still felt heavy.

"Shhh…" he whispered. "It's alright, just rest yourself." It was amazing at how tender he could be, she thought. She looked up at him again and saw the love in his eyes, as well as the worry. Gone was the ferocious mad stallion that filled the stories of the dancers, gone was the musical task-master that demanded perfection; the creature she loved lay next to her, a creature who by no means was a monster, despite his short temper, odd body and scarred face. For this was a creature that the stories did not know, a creature who showed tenderness, concern, and compassion; a creature who was indeed capable of love.

"I…I don't remember much," she confessed, feeling foolish for her lack of memory.

Discord smiled softly and bent forward to kiss her forehead. "You fainted and gave me quite a scare," Discord murmured against her skin. True, it had been most frightening; the only other time he recalled Fluttershy fainting was when he took her prisoner so long ago. Since then, she had proven to him many times that she was strong, independent, and not the sort of mare who gave way to fainting spells. Mares of high fashion did it all the time, he had seen it many times throughout his years at the opera, but normally they were faking or had very weak nerves. Not his Fluttershy, she was neither of those things. But when he saw her crumple before him then, it felt as if someone had buried a knife deep into his chest. If he had any doubts before, they had all been dashed in that moment.

He could not live without her.

Yes, he had made the promises once upon a time to release her, should she allow him to teach her and perform in his opera, but that was before he knew it was possible to feel love…and to be loved in return. Now, the thing he had been working so hard on for years was becoming something he was dreading, and Fluttershy's questions increased that dread.

Aminta was a part she was born to play, he could not imagine another playing it, nor did he want to. He had written the opera prior to knowing Fluttershy, but she had created Aminta, the true Aminta.

But the time would come when she would need to go above and rehearse the opera with the rest of the cast. And then what? Ponies would wonder where she had been all this time, and they would speculate as to why he, the Phantom of the Opera, chose her to play the part. They would be curious as to know how she learned to sing so beautifully, and they would want to know why the Phantom favored her to play the leading female role in his opera. When he wrote his notes he thought nothing of it, he didn't care as to what they thought so long as they did their jobs…but now he realized he was putting his beloved Fluttershy at risk. They would question her; perhaps threaten her if she did not tell them about the Phantom.

Discord's blood grew cold at the thought of his beautiful Fluttershy being threatened by the likes of the Prince. He meant what he said at the masquerade ball; if the Prince ever laid a hoof on her, he would kill him, long and slowly.

And what would happen after the opera had been performed? Discord could not imagine now ever saying goodbye forever to Fluttershy. And then there was the promise he had made to find her father. Discord felt ashamed, for while he had Shortround and Rainbow Dash exploring the streets of Maris long after darkness filled the city, he had not been doing his part with searching for the old stallion. When he was not with Fluttershy, Discord spent all his time writing notes and inspecting the opera house, making sure things were going as he had instructed. But now, as he looked at Fluttershy's lovely face, he felt deep shame for the pain he had caused her and for raising her hopes. Shortround and Rainbow Dash were extremely limited in how far they could search, but Discord could do more, much more; despite his face, he at least was gifted without having any other physical disfigurements.


He gasped as he was brought out of his thoughts by the soft touch of her small hoof on his cheek. His amber eyes met hers, beautiful and blue, and he felt his heart swell with both longing and despair. He could not let her go, despite the promises he had made. And yet, he could never cage her either; he knew what it was like to be in a cage, and he could never inflict that upon her and risk twisting her love for him into resentment.

"Discord, what's wrong?" she whispered, sitting up now, her eyes lit with concern.

He gazed into her eyes and forced a smile, an idea instantly coming to him. "Nothing that a hot bath cannot fix."

Fluttershy's brow furrowed with confusion. "A hot bath? You have a bathing tub?"

Discord smiled and shook his head. "No, I actually have something better, another secret of my lair that I will now share with you."

Before Fluttershy could ask what he meant, he scooped her up and proceeded to carry her out of the chamber. "W-w-w-where are we going?" Fluttershy asked, shivering somewhat as the cold air from the tunnels hit her skin. She realized then, that she was still wrapped in the blanket from Discord's bed.

He smiled down at her and simply whispered, "you'll see."

Fluttershy still had many questions, however the warmth and safety that she was feeling from Discord's arms was extremely intoxicating, almost as intoxicating as his voice. She found her head falling to his shoulder, and her arms twined around his neck as he carried her through dark passages she was unfamiliar with. For now, she would lay her questions aside, and simply focus on the moment she had with this creature. Yes, that would be for the best…

Discord carried her through cold tunnels that were so dark that even he, whose night vision was far advanced from a mere stallion's, had to squint his eyes in order to see where he was going. "We are almost there," he assured her as he felt her shiver slightly. "And it will be worth it, I promise."

Fluttershy believed him, but she still clung to him tightly. "I would be lost if I came here," she whispered.

Discord's arms tightened even more. "That is why you have an experienced guide," he murmured, causing a seductive shiver to run down her spine. "Do you remember the old catacombs I once pointed out to you?"

Fluttershy thought for a minute, and then recalled how on the first time they traveled by boat, the first time Discord took her to the roof, they rowed past a dark tunnel that he told her led to the old catacombs beneath Maris. The seductive shiver Discord had sent through her earlier changed. "Do not tell me we are inside those?"

Discord chuckled softly, his arms tightening even more. "Have no fear, my sweet. Yes, we are in the tunnel that leads to them, however, there are no bones around us…I will not take us that far, I promise."

She was grateful for that piece of news, however she was still curious as to where exactly they were heading, not to mention Discord's statement about a bath.

"Ah, here we are," he announced, coming to a stop. "Now I'll need to put you down for a moment…but keep the blanket wrapped tightly around you, I will be quick," he informed, before setting her on her feet.

Fluttershy still felt a little wobbly, so she quickly sat down, the blanket clung tightly around her, as she heard Discord's steps echo off the tunnel's walls. She didn't have long to wonder where they were exactly, for a light glowed softly from an oil lamp that lay just to her left. Discord was lighting several lamps that hung from the cavern's walls, and she gasped as she saw a pool just before them. It was small, much like the tiny pool that was inside her chamber. Yet she noticed something that set it apart from the other pool as well…it was bubbling softly.

"Believe it or not, I discovered a hot spring in this passage many years ago," Discord informed her as he finished lighting the lamps. "Unusual yes, but I've long since learned not to be too surprised by the secrets that the opera house holds."

Fluttershy blushed as Discord approached her, removing the dressing gown he still wore from earlier. His naked form glowed softly in the firelight, and Fluttershy felt her cheeks glow as well. Discord felt no shame, and knew that Fluttershy's blush, which was very obvious despite the shadows that danced across her face from the oil lamps, was not out of embarrassment but out of her innocence. No matter how many times they made love, she would always be innocent, for her love was pure. Discord felt both his heart swell at the thought, as well as his arousal.

"Come," he whispered, reaching for her and lifting her up again. Fluttershy did not protest while he removed the blanket from her body, exposing her naked flesh once more, however the glow of her blush quickly spread, and she immediately felt that tingling return between her thighs.

She gasped as she first felt the warm waters lap at her body. Discord also sighed, his arms still holding her close. "You should have told me about this ages ago," she giggled as she turned away from him and stretched her body against his.

Discord smiled and closed his eyes briefly as both the sensation of the water and Fluttershy's naked body ran over him. "Yes, you're quite right…but better late than never," he whispered against her ear, causing her to whimper as his paw and claw were already moving over her.

"Discord…" she moaned. "What is this spell you have cast over me?"

Discord smiled, however his paw stilled for a moment. "I have a confession to make, Fluttershy," he whispered, his paw moving to her shoulders and turning her to face him. The desire that had clouded her eyes disappeared and was replaced once more with worry.

Discord looked at the beautiful mare before him, a part of him screaming to tell her his worries, his fears of losing her, of wanting her to never leave him but to forever remain by his side. However, the other part of him was telling him to not ruin this moment, that it was better to wait. He felt weak as he gave in to the second voice.

"On the night I gave you the gowns," he whispered, "I saw you bathing in the lagoon."

That was not what Fluttershy had been expecting to hear, however her whole face paled before glowing the deepest red imaginable. "You…you s-s-saw me n-naked!" she gasped.

Discord tried to keep a straight face, but found it difficult from the delightful flush of her cheek. "I did not mean to spy, and I swear to you that the next time I saw your beautiful body was the night we first made love," he felt a growl rise deep in his throat at the way she blushed even more at these words.

Fluttershy didn't know what to say, and scolding him was clearly foolish, for after all, he had seen her naked many times since. However, a part of her was curious if that was all he had wanted to say. The tone of his voice now seemed filled with merriment, yet prior, it sounded sad…desperate even.

She shook her head, brushing the worries off, and gasped as she felt Discord's arms wrap around her and press her back against one of the sides of the pool. "Do you have any idea of what you do to me?" he growled softly, his mouth already ravishing her throat. Fluttershy whimpered and wrapped her arms around his shoulders, pressing him closer, her legs moving to wrap around his waist.

The two of them clung to each other as they made love in the pool, the warm water turning hot as it splashed and lapped around them. Perhaps in their passionate bliss they could somehow make reality stop…


It was a calm January afternoon. Crafty Crate, the private investigator that had helped the Prince with learning the whereabouts of the elusive Fluttershy, was settling himself down at his desk, sipping a strong cup of spiced tea to push away the cold that filled his tiny office, when he heard shouting coming from the hall just outside.
"No! I'm sorry Madame, but he's busy! Please, I shall tell him you stopped by–"

"Stand aside and let me through!"

"Please Madame! At least let me announce you, please–"

But the mare who had been arguing with the chambermaid threw open the door to Crafty Crate's tiny office, and shoved her way inside, despite the maid's protests.

Crafty Crate's eyes widened at the uninvited guest who now stood before him, dressed from head to toe in her matronly black, a netted veil covering her face, and a scowl that looked even darker, underneath. He recognized her at once. "Madame Luna! I um…I must say…this is an unexpected surprise–"

"Shut your mouth and sit down!" the mare barked, to which the private investigator immediately obeyed.

The chambermaid gave a weak curtsy to her employer. "I'm sorry, monsieur, I tried to stop her, but–"

"It's alright, Bonbon," Crafty Crate reassured, although he did not take his eyes off the grim-looking dance mistress. "Why don't you go and prepare a cup of tea for my guest."

"Don't bother," Madame Luna snapped. "I won't be staying for very long. Leave us!" she bellowed, to which the chambermaid gave a small shriek before quickly shutting the office door. She turned her attention back to Crafty Crate who was loosening the collar of his shirt so that he could swallow the nervous lump in his throat. "Hard at work, I see," she grumbled, eyeing the cup of tea he had been sipping as well as the messy desk, which was horribly unorganized. "Perhaps now I can begin to see why you were unable to do the job I hired you to do."


"SILENCE!" Madame Luna barked, and as before, Crafty Crate shrank back, his mouth closed and his face pale. She looked at him with utter disgust, causing icy shivers to course down his spine. Finally, she sat down at a chair across from his desk, however her focus never left his pale face. "Understand now, that until I ask you to speak, you will remain silent," she hissed, before lifting the veil. Crafty Crate simply nodded his head, his whole body frozen with fear. Madame Luna eyed the private investigator before speaking, the coldness in her expression never ceasing.

"I understand you were at the Maris Opera House not so long ago," she began.

"Madame, let me explain, I–"

"A simple 'yes or no' will suffice!" she hissed, to which Crafty Crate immediately squeaked, and then numbly nodded his head.

Madame Luna's features relaxed somewhat, however her back remained rigid and straight, the icy fire in her eyes still burning for satisfaction. "I learned of your 'visits' from a few stage hooves. I overheard them talking about a private investigator…who had come to learn about the Phantom. When I spoke with them, they mentioned the questions you had asked…all pertaining around Fluttershy."

Crafty Crate could not meet the mare's eyes; his very soul would freeze at the simple glance.

Madame Luna continued. "At first, I thought perhaps you were still doing research for my case, although I had fired you some time before hoof," she growled. "However, what intrigued me was learning that you were also curious about the 'Phantom of the Opera'. I know that the managers did not hire anyone to ask questions about the Phantom, and I certainly didn't hire you to ask about him, in fact I mentioned nothing of the Phantom! And yet you were there, days after you had been fired. That is most loyal service…however I do not think it was service for me."

Crafty Crate swallowed and carefully glanced up at the dark matron before him. She held his gaze and slowly rose from her chair, her hooves resting on his desk as she leaned forward, like a bat ready to swoop down and seize its prey. "Now tell me the truth, monsieur," she hissed. "Were you working for somepony else?"

He glanced at her, his mouth open but no sound coming out. Madame Luna leaned back away from the desk, her eyes still hard and cold however. "You may speak now," she sighed with a wave of her hoof. "In fact, I'll make it even simpler for you. Answer this question for me. Were you hired by the Prince?" she paused and locked her eyes with his once more. "A simple 'yes or no' shall suffice."

Crafty Crate tried to keep his calm; after all, he did not wish to expose his highest paying client. However, he did not wish to anger the dance mistress either, especially after he felt the sting of her icy stare. "I…that is…" he swallowed hard, trying to think of what would be the appropriate thing to say. "I thought…well, I learned that the last anyone had seen of Time Turner or his daughter was at the opera house, so perhaps…perhaps someone there would know of their whereabouts–"

"STOP LYING TO ME!" she shouted, causing Crafty Crate to shrink back in his chair.

Madame Luna was furious, and she began pacing the room like a caged animal. "Let me tell you what I think, monsieur," she growled. "I think the Prince hired you, not out of concern to know the whereabouts of Monsieur Time Turner or his charming daughter, but mainly because he wanted one thing and one thing only," she eyed him with great suspicion. "I know that Mademoiselle Fluttershy 'refused' the Prince, and the Prince is not one used to rejection, the pompous arrogant ass."

Crafty Crate gasped at Madame Luna's language, as well as who she was speaking of. "It seems like a lot of trouble, however, to hire a private investigator to find a mare for him to bed. Which leads me to two conclusions," she leaned over the desk once more. "Either the Prince's desire to seek revenge against the Phantom has truly made him mad…or there is something about Fluttershy that I am unaware, but that you learned…and that you're going to tell me, right now," she threatened.

Crafty Crate sat up in his chair, trying to look braver than he felt. "Now see here, madam, I…I will not be intimidated! I–"

Madame Luna dropped a package of money onto his desk. "Will 500 franks help you answer?"

Crafty Crate stared at the money, his eyes wide with disbelief, both at his good fortune, as well as Madame Luna's offer to pay him for information right now! It wasn't nearly as much as the Prince had paid him, however it was still 500 franks! He reached for the package, but she snatched it before he could lay his hooves on it. "Answers first," she hissed, waving the package before him to entice him to speak.

Crafty Crate eagerly answered. "The Prince learned of your interest in discovering Time Turner and his daughter. He did not inform me as to why he wished to discover the pair, but he did hire me for that reason. I soon learned that the night of the opening gala was the last anypony had seen of them."

Madame Luna nodded her head, knowing that indeed this was true. She had gone to the apartment both Fluttershy and her father had been keeping since they came to Maris, however she was shocked to learn that Fluttershy was not there. For a week she kept visiting the apartment, hoping to find the young mare, but there was no sign. She spoke with the land owner, hoping that perhaps she had seen the mare, however her fears grew when she learned that the mare hadn't seen either Fluttershy or her father since they had left for the opera house on the day of the opening gala.

"So I thought perhaps it would be for the best to inquire after the two of them at the Maris Opera House itself," he continued.

Madame Luna eyed him suspiciously. "Why did you tell the stage hooves you were investigating the Phantom?"

Crafty Crate had to admit he found it curious that Madame Luna was worried about the Phantom. However, he chose it was simply because she worked at the opera house, and like all the others, she too, was superstitious. "The Prince informed me that he and the managers would be conducting an investigation as to who was sending messages as the so-called Phantom. He thought it would be the perfect disguise."

Madame Luna's eyes narrowed at Crafty Crate's revelation behind the plot by the managers and the Prince. So that explained the whole masquerade ball–it had been a ruse to capture Discord, however until the night of the ball, she had a good feeling none of them believed that the actual Phantom was indeed the Phantom himself! However, just because they were not prepared on the night of the ball did not mean they would be so clumsy in the future. Discord was in danger, whether he knew it or not…

"What else did you learn?" she snapped.

Crafty Crate gasped and quickly continued. "Well, the stage hooves told me that they had seen both Time Turner and the mare, that Time Turner had gone through a trap door backstage to fetch a prop…however they had warned him that he would be entering the 'Phantom's lair' and if he came back, would not return…alive."

Madame Luna's eyes closed for a second. It was as she feared; DIscord did not confirm for her that Time Turner had met the Phantom's wrath, but everything pointed to that suspicion as being the most likely. "You said they saw the mareirl?" she inquired, hoping to hear some good news, however dreading what he would tell her.

Crafty Crate nodded his head. "Apparently she approached them after…after she had been released from her duties. She asked if they had seen her father, and when they told her, she grabbed an oil lamp and also disappeared below."

Madame Luna sprung to her feet, her eyes wide and her pale face as white as a ghost. "W-w-w-what?"

Crafty Crate was startled by Madame Luna's reaction. "Y-yes…that was the last anypony has seen of her. Like her father, she disappeared beneath the opera house, and no one has seen her since…however, those stallions could have been drunk, it is possible, after all, it does seem far fetched that she became a victim of the Phantom's–"

"SILENCE!" Madame Luna barked, to which Crafty Crate immediately obeyed. Fluttershy had gone below…in a brave attempt to find her father; she had gone below to meet her doom, to become another victim of Discord's wrath, to–


Images from the masquerade ball came flooding back. Images of Discord, dressed as Red Death, dancing with a mare in a beautiful gold gown. He was very possessive of the mare…she had been dancing with the Prince, but Discord took her from him. At first she had simply thought it was Discord's way of embarrassing Blueblood, but as she thought about the mare…her hair, pink and wavy, her height small, her figure somewhat voluptuous…was it possible? When Discord made his grand exit, she did not recall seeing the mare either. Had Discord taken her? Was the mare…Fluttershy?

Yes. Fluttershy had disappeared beneath the opera house…and was now Discord's prisoner.

Good God, was it possible for him to sink to such depths?

"I thank you for your information, monsieur," Madame Luna murmured, moving towards the door.

Crafty Crate rose to his feet, his eyes filled with worry as he was seeing his money disappear with her. "Wait! See here, you promised to pay me!"

Without another look, she tossed him the package, to which Crafty Crate greedily grabbed. However, his happy smile fell quickly, as he realized that the money inside the package was simply bits and pieces of blank paper. Before he could shout for her to return at once and pay him with proper money, her carriage was already gone.


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She watched him like a predator, hidden deep in the safety of the shadows. She watched him emerge from the building, a satisfied smirk creased across his hoofsome lips. He put his hat on, followed by his gloves, and then pulled the collar of his great coat up around his chin, shielding the winter wind from his face. His carriage was pulled in front of the building, anxiously awaiting his arrival, however before he stepped inside, he turned his head in her direction, the smirk disappearing and being replaced with a creased brow of suspicion. The coachcolt asked him if anything was wrong, and with a shrug of the shoulders, the Prince quickly climbed inside, and the carriage immediately pulled away.

Madame Luna waited till the carriage was out of sight before emerging from her shadowed hiding place. Despite the strong winter winds or the heavy snow that was falling, she cared not, and with great strides, walked directly up the steps of the building her adversary had emerged from.

It was late, and there few police inside the station, but they all whirled their heads as the matron of the dancers, dressed in her traditional black, stood in the doorway.

She scowled at each of them, her eyes moving about and surveying the room. Ever since her encounter with Monsieur Crafty Crate, Madame Luna had been spying on the activities of the Prince. To her great surprise, he did not visit the opera house as often as he had done in the past. She had a growing suspicion that he was now sending notes of his own to the managers, yet she had been unable to retrieve or intercept the letters herself. And she also had a growing suspicion that Blueblood was giving instructions for his letters to be burned immediately upon reading them, as large piles of burnt paper were appearing in the office fireplace. No, whatever game the Prince was playing, he was being clever. And while he was giving nothing about himself away at the opera house, she had noticed that he was now frequenting the police station more often than one of fashionable society does. She had spied him entering this place three times thus far, and tonight she intended to learn why.

"May I help you, madam?" an officer timidly asked. He practically shrank from the cold stare he received. "Is s-s-something amiss?"

She removed her gloves and lifted the black-netted veil that covered her face. "I wish to know the business of Prince Blueblood," she stated quite bluntly.

Several of the officers who were present practically gasped in unison. The silence was extremely thick. "I…I b-b-b-beg your p-p-pardon?"

"You heard what I said," she murmured, her voice low and dangerous. "Tell me why the Prince frequents this place as often as he does. What is his business here? What information are you providing for him? I demand to know!"

Her voice began as soft as a whisper and had risen to a powerful bark. The officer with whom she had been speaking to paled at her words, and then turned his head, crying out, "Inspector Silverstar! Inspector Silverstar!"

Within a few seconds, the chief inspector emerged, worry etched across his face from the sound of the officer's voice. "What is it? What's wrong?" he asked, looking about frantically, but then his eyes fell upon Madame Luna, who was now giving him an icy stare. No further questions were needed; he knew the source of his officer's distress.

"May I help you, madam?" Silverstar asked politely, but also standing straight and tall, his chin high as if trying to intimidate her with his position.

It wouldn't work.

"I demand to know why the Prince has been coming here. What business does he have with you?"

Silverstar was shocked by her question, but he quickly hid it. "I beg your pardon madam…but the Prince has not been here," he answered calmly.

Madame Luna's eyes narrowed into angry cold slits. "Do not lie to me, inspector. I am no fool you can easily dupe. I have watched the Prince, I know his carriage, and it was outside your station. I have seen him emerge from this place three times this week. Which means you either are an idiot for not recognizing him, or…" she lowered her voice to a dangerous level, "you are lying for him. And I am believing it is the latter…"

Silverstar kept his head held high, however his eyes betrayed him as they flashed a brief light of worry at her words. "Frankly madam, it is quite disturbing that you believe to have seen the Prince when I assure you, he has not been here, but even more than that, that you claim without any reservation, that you have been spying on him! If anyone has been committing some sort of criminal activity, it sounds as if it is you!"

Madame Luna merely smiled coldly at Silverstar's words, a reaction he had not anticipated. "I never accused the Prince of criminal activity…such an interesting choice of words…"

Silverstar paled. "I…now see her madam, I…I never once revealed–I mean assumed…oh damn it!" he hissed. "The Prince has not been here! And even if he had, I would not reveal his reasons, as they are confidential matters! You forget that I am a stallion of the law and must uphold the rights of our citizens!"

Madame Luna eyed Silverstar as he finished his statement, his chin lifted high again and his eyes matching the very coldness her own possessed. "Very well," she sighed, shocking them all as she turned to leave the station. Silverstar almost lost his balance from how rigid his legs had been. He stared at the retreating figure of Madame Luna with utter surprise. However, that surprise was short lived, as she turned and flashed them all one last hard cold stare. "You're right, inspector…you are indeed a stallion of the law…I just hope you remember that in your next meeting with the Prince."

None of the officers moved after she departed; they were afraid she might come back! Finally, Silverstar turned toward one of his officers and said quite sternly, "Send a message to the Prince at once…tell him he is being watched and that he needs to lesson his visits here," he ordered.

The officer nodded his head. "Who do you suppose she was, inspector?"

Silverstar gazed out the door as the mare disappeared once more into the shadows. A sudden shiver went down his spine, and it wasn't from the cold. "I don't know…nor do I really wish to find out."


"I HATE THIS OPERA!" Celestia screeched in the midst of rehearsal. All the other chorus members who were going through warm-ups, immediately stopped as the diva picked up an orchestra member's trumpet and threw it through one of the backdrops.
The conductor gasped at her actions before losing his own temper. "Now see here, senora! You can not simply do that with musical instruments!"

If Fancypants had not been there to hold her back, she would have launched herself at the conductor and rip his eyes out. "WHO DO YOU THINK YOU ARE, YOU LITTLE WORTHLESS SHIT?" she screamed, trying to wrestle Fancypant's arms off. Several stagehooves realized the effort Fancypants was undergoing with trying to hold back the demon diva, and quickly rushed to the tenor's side to also hold the possessed mare at bay. "I AM A GREAT STAR! I SHOULD BE IN THIS OPERA! PONIES PAY TO SEE ME PERFORM, NOT SOME HORRID, MODERN, DISGUSTING PIECE OF FILTH THAT DARES TO CALL ITSELF MUSIC!"

The conductor paled at her words and anxiously, along with half the cast on stage, began looking around and over his head. "Senora, do not say such things when the composer is present!" he hissed.

Celestia, who was now being held back by four stallions, retorted, "the composer is not here! AND I WILL SAY WHATEVER I DAMN PLEASE!"

Twilight Sparkle, who had been standing off to the side with several of the other dance mares, said exactly what everyone else was thinking. "Are you certain of that, senora?"

Celestia glared at the mare and then began to curse in her native Italian. All four stallions dragged the sputtering prima donna off the stage with great effort, while everyone else continued to look about nervously for fear of upsetting unseen parties. "L-l-let's continue with rehearsing," the conductor stuttered nervously, glancing about one last time.

High above the stage, hidden in the shadows of the catwalk, Discord watched as the chorus and dancers rehearsed. He was pleased with the progress they had made, especially that of the orchestra, however the dancers was still off by several notes, not to mention he could tell several basses were off key as well. He demanded perfection, and he was going to have it for his masterpiece.

He moved about the high catwalk with great ease, eyeing every little detail. The sets were much better than before, he was pleased with the work of the stagehooves. There were still issues of lighting, however that could wait till the approach of opening night. Yet as he inspected all the details, he could not suppress the smile that was bursting forth as the delightful memory of Celestia's rage returned. He remembered the day the news was delivered that she would be playing an insignificant role in his opera; the ground was littered with shattered fragments from whatever she could throw. Pity that all the screaming she mustered did not cause her to lose her voice. Still, he could not deny the pleasure he felt when she was reminded, once more, that she was virtually nothing in his opera.

Yes, things were vastly improving, however there was still a great deal to accomplish. Including the issue of introducing Fluttershy to rehearsals.

Discord's amusement changed to dread once more. The impending doom of this realization was becoming harder and harder to deny.

He recalled the sickening memory of watching her faint before him like a withered flower. When he caught her, she felt so limp and so frail…


He thought he had tasted fear in the past; the fear of being put on display, the fear of being tortured, the fear of being discovered by intruders; no, none of that measured up to the fear he felt at the thought of losing Fluttershy forever. His world would not be the same without her, music would not be the same without her…his life was never going to be the same again.

Once upon a time, he thought music was the only thing that could give him joy. He knew now, that without Fluttershy, music held no joy, no beauty, no life. He needed her just as a pony needs air to breathe. He needed her to live…for life was not worth living without Fluttershy.

A new memory stirred within him, one that was far happier and of complete bliss. It was but a few nights ago, when they were both lying in her bed, tangled within its sheets and one another's limbs. Her head was pillowed against his chest, her hair filling his nostrils with its sweet perfume. The fire from her fireplace glowed and cast golden shadows upon their naked bodies. No words were spoken, yet none were needed. Until the softest sound interrupted their peaceful silence…

Humming. The sweetest, softest music he had ever heard. Where was it coming from? What could make such a sound?

And then he realized that the humming was coming from Fluttershy.

"What is that?" he whispered, his fingers curling over her right hoof, which lay atop his chest. "That tune…I am not familiar with it…"

Fluttershy turned a bright red when she realized that he had heard her. She had not even been fully aware that she had been singing! "I'm sorry, I thought you were asleep–"

"With such an angel beside me?" he murmured, his paw cradling her hoof and lifting it to his lips. "Please, tell me what you were humming, it was so beautiful…"

Fluttershy moved her head so that she could look up into his amber eyes. Her heart practically burst from the love she saw reflected in those tiger-eyes. "When I was little, my mother sang me a lullaby to calm my fears. You see…she became very sick one winter, so sick that both Papa and I were afraid she was going to die. She did not die that winter, however the sickness forever weakened her heart…" she sadly murmured. "I was so scared, and I prayed as hard as I could every night, but I was still afraid. And then…one night she called me to her bedside, and she whispered to me, 'Fluttershy, do not fear. The Angel of Music will watch over you'."

Discord's brow furrowed at her words. "The Angel of Music? Didn't you–"

"Yes," Fluttershy blushed, but smiled at the memory. "The night we saw Handel's Messiah, I toasted to the Angel of Music. You see, Papa had once told me that there were different angels in heaven, and one of those angels was the Angel of Music. My mother remembered this too, and told me that the Angel of Music watches over those whose heart is pure as song. And then she sang to me, a tune I had heard Papa play many times, but I had never believed meant anything…until then."

Discord's eyes were filled with tenderness, and his claw gently stroked a fallen wave of hair from her cheek. "Sing it for me?" he softly pleaded.

Even in the firelight, Discord could tell Fluttershy was blushing. He thought he would have to ask once again, but then the most beautiful sound emerged from her perfect throat.

"Angel of Music, guide and guardian,
Crown to me your glory…
Angel of Music, hide no longer,
Secret and strange angel…"

Discord thought his heart might melt from the tender chords her voice sang. Never had he heard anything more beautiful in his whole wretched existence. He was amazed to feel a tear drip from his right eye. "Fluttershy…" he finally murmured after a long reverent pause. "That…I have never heard anything so…" his voice was filled with such emotion from the beauty of her music.

Fluttershy could hear the emotion in his voice. Her hoof flew to his lips and she smiled as his eyes caught hers. "I…I know you thought me strange for toasting to the Angel of Music that night," she whispered, her eyes bashfully looking away, briefly, before returning to gaze into his. "But…the reason I did…oh you will think me so foolish for this," she sighed, attempting to look away, but Discord's paw caught her chin.

"Please tell me," he simply whispered.

Fluttershy let out a shaky breath and smiled. "Well…I…I believe you are my angel…the Angel of Music," she finally revealed.

Disocrd's brow creased with confusion. "I am the Angel of Music?"

Fluttershy could not help but giggle at his expression. "Yes, you."

Discord cocked one brow up. "Perhaps you are unfamiliar with how angels look. I do not think I hardly fit the description–"

"You have always watched over me, protecting me from any harm, guiding me and revealing to me the glory of my dreams," her hooves softly ran over his unmasked cheek. "Yes Discord…you are my angel."

Discord stared back at her in amazement. He opened his mouth to speak, but was rendered silent by the soft caresses her fingers were running over his mask. "Discord…I love you with my whole heart, every part of you…"


"Please," she softly pleaded, her eyes full of hope as she locked them with his. "Do not hide from me? Let me see all of you."

Discord froze at her request. He knew she had seen him before without his mask, and he remembered that she did not flinch those other times…but what if that broke the spell? What if he removed the mask and then she realized she had willingly bedded a monster? "Fluttershy, I…I am afraid…" his voice was so soft.

Fluttershy's hooves ceased their caresses and she looked deeply into his eyes, her love there for him to see, begging for him to trust her, begging for him to never hide from her again. She loved him, every part of him, including the scars on his flesh, as well as on his soul. He tried to avoid her eyes, those oceans of beauty where he often lost himself, but he could not do so, not when he could feel her warm inviting gaze. She saw his fear, but she offered comfort. She was asking for trust, and she was giving him love. He had not been able to deny her anything, and she had asked for so little.

He nodded his head and held his breath as he felt the mask slowly being lifted away.

His tangled and ruined flesh lay there for the whole world to see, to ridicule, and to spit upon. In the depths of his memory he could hear the screams of mares and the mocking laughter of stallions. He waited, waited for her scream to join the din…

But instead, he felt the softest touch of silk. His eyes flew open as he realized that the touch had come from Fluttershy's lips. He let out a long ragged breath as he felt her perfect pink tongue trace one scar, and then gasped as the feel of her lips once more lingered over his mangled flesh.

He was shocked to see that her eyes were swimming with tears just as his were. He groaned as he felt her feather soft hooves touch his disfigured skin, and with an oath of passion, he caught her beautiful face in his paw and claw and brought her lips down upon his.

Discord let out a long shaky sigh as the memory lingered, before being interrupted by another of Celestia's screams. He growled and glared down at the diva as once more, she stalked on stage, Fancypants at her heels, begging for her to see reason, which was like begging a fish to leap of the water and walk. True, he enjoyed driving the diva mad, but any more of her shrieking and he would be hanging her like one of the many sandbags from the curtains.

He heard the sound of hoofsteps nearby and glanced over his shoulder, catching the eyes of a frightened stagehoof. Without a word, Discord swirled his cape around him and leapt into the nearby shadows just as the stallion was crying out, "The Phantom! I…I've seen the Phantom!"

Concealed by the blackness of shadow, Discord retreated through one of his many secret passages that led to the forbidden depths of his lair. He walked briskly, a determined look alight in his eyes, however it had nothing to do with the opera rehearsal.

No, he was thinking about Fluttershy and what must be done. The truth of the matter was that if Fluttershy didn't play the part of Aminta, Celestia would snatch it up and thus ruin everything. And frankly, he'd rather burn his score (along with the whole opera house) than see, let alone hear, Celestia's harpy voice sing Aminta's songs. Besides, Fluttershy had earned her right to play Aminta; he was the true manager of this opera, not those two fops, and as far as he was concerned, she had auditioned, practiced, and transformed the role into her own creation. Plus, he was the composer as well as the director…and he wanted no other but Fluttershy in his opera.

Yet there still remained the problem of what would happen after she went above. Also, where would she go? He cursed himself for not being able to find her father, yet even if he had, where would they stay? They had little money, if any, and would not be able to afford even the cheapest of flats. Quite frankly, Discord did not like the idea of his precious Fluttershy sleeping on a lice-infested bed or freezing from the lack of heat that was sure to be found in such places. And what if the old stallion could not be found? It broke Discord's heart at the thought of having to tell Fluttershy that he had failed her in finding her father; perhaps she could forgive him one day, but he would never be able to forgive himself for the sorrow he would have caused her. What then? She would be penniless, homeless, a spinster with no family to speak of. For many mares in such situations, there was only one alternative, and Discord's blood turned to ice at the horrible thought of his Fluttershy wearing the meager garb of a prostitute.

No, he could not–he WOULD not allow Fluttershy to face such horrors on her own. He loved her, he needed her, he did not want to know what it was like to live without her!

…And then a sudden thought struck him.

What if she stayed with him? Yes, she could stay at the opera house with him while rehearsals went on…and perhaps after the opera as well.

Even if his opera flopped, he had no doubts that she would become a star over night. People would soon forget all about La Celestia; let the harpy make her threats and leave; Fluttershy would have Maris, and soon her fame would reach the far corners of the globe. And he would continue to teach her, to write music for her, and perhaps produce more operas for her to perform!

And if ponies grew suspicious and wondered where the beautiful mare lived? Well, anonymity always sold tickets, plus it would be considered a part of her stage career. She would be a mare of mystery, a diva that went and stayed wherever she desired. He recalled how he had Rainbow Dash drive the black carriage he kept hidden in the depths of the opera house to Blueblood's club that day the Prince and the managers' left to discuss his opera. He could use it to fetch Fluttershy after every performance, whisk her away in a cloud of mystery, only to later return to the opera house where they would descend to their Eden.

Yes…it was possible! It would work! They would be together, no one could tear them apart, and no one needs know of their secrets! And with time, the suspicions as to why she was favored in the Phantom's opera would disappear into legend.

Discord found himself beaming from ear to ear at the idea. He burst into his chambers, hoping to find Fluttershy there, but his heart sank only momentarily when he discovered she was not. Yet before he turned to search for her, his eyes caught the parchment lying atop his organ. It was the song that for so long now he had been working on, a song that had no title other than, "Fluttershy's Song".

With a gentle paw, he picked the parchment up and examined it carefully. The melody had been with him for a long time, and it had only been a few weeks since he had begun to place lyrics to the music.

It was a song that reminded him of Fluttershy and the way she had transformed his world, his music, and his heart. And as he gazed at the lyrics a new realization came to him…

This song, which he had come to recognize for so long as a declaration of love, was something else as well…it was a marriage proposal.

Discord let out a long shaky breath at the thought. He had never truly considered himself a religious stallion…however, with Fluttershy in his life, he was beginning to believe that God had not truly abandoned him as he thought…that perhaps he had found favor with the Lord for the arrival of his angel. And he knew of Fluttershy's faith, which was deep and pure. She had never referred to their love making as sinful, but he knew that marriage would mean so much to her. And the more he thought about it, the more he found that he too, liked the idea of marriage.

The two of them shared a bond deeper than anything he had ever felt, but through marriage, they would be bonded forever as husband and wife and no one, no one could drive them apart. Even the thought of calling Fluttershy "his wife" caused Discord to groan with desire.

He remembered the beautiful ivory gown she wore on the night he had taken her to see Handel's Messiah. It was like a wedding gown, and he had the greatest longing to see her wear it again. In fact, he was sure that somewhere in the costume cages there was a veil. And they could be married immediately! Shortround had been raised by monks, he had been training to become one, and could perform the ceremony! The others would be witnesses, and it would all be settled!

Except a ring; he needed a ring…

In a secret chamber, far from where he stood, Discord kept several treasured objects, including gold and jewels that he had collected over his years living beneath the opera house. Yes, some of the objects had been stolen, he would not deny that, but he was sure that amongst them he could find a ring for his bride.

His bride.

Discord felt his heart soar and his blood boil with growing desire at the thought. They could be married tonight! Yes! He would propose to her with his song, ask her to wear that gown, present her with the ring, and then Shortround and the others would be ready, and later that night, they could both enjoy the passionate ecstasy of their marriage bed.

But he would not tell her anything. No, instead, he would keep it all a secret; he would leave her instructions to meet him for a special evening rehearsal in his chamber, and to wear that beautiful gown. He would have the chamber adorned in candlelight, he would play his song for her, and when the time was right, he would fall to one knee and present her with the ring.

Yes, he would marry his angel; he would become her husband and take care of her, look after her, and make love to her every night if she so wished it.

Without any hesitation, Discord immediately wrote up a note for his future bride, leaving very little detail as to what he had planned. Several minutes later, he was standing outside her chamber, holding his breath as he peered to see if she were inside it. For the first and only time of his life, he was grateful to find it empty. He quickly placed the note upon the pillow of her bed, and then found the ivory gown and laid it atop the blankets. For a finishing touch, he plucked a single red rose from a vase that was in the corner, and placed it next to the note. He then quickly retreated back to his chamber to make everything ready for the evening ahead.

It wasn't long before Fluttershy returned to her chamber with a weary look in her eyes. She knew that Discord was examining the rehearsals today and would not return until evening. She had been hoping to speak with him before he left that day; she hated waking up and finding him already gone. She wanted to talk to him about the future, about what would happen when the time came for her to go above to rehearse. She didn't like the thought any more than he, but it was something they had to face. She just didn't want to face it alone…
Also, things were growing tense between her and the others. Today for example, Fluttershy had been working with Rarity, and while Rarity had long stopped asking her questions, she could feel the small mare's eyes burning into her, as if trying to assess what secrets she was hiding. Even Derpy was looking at her strangely.

Discord had told her that it was none of their business what she and he did when they were alone. She just disliked the idea of hiding their love; especially from those that she felt had grown to become her family. She had no guilt over the passion she shared with Discord, but through hiding their feelings and keeping things as secrets, she felt as if a cloud of guilt were doomed to come crashing down upon them.

She sighed again as she entered the chamber, her hooves aching from the hours of mending she had been doing, but stopped short as she gazed upon the bed. The rose was the first thing she saw, bright and red through the lacy curtains, but as she approached the bed, her curiosity peaked at the sight of the note and the gown that was lying across the blankets. Without a moment's hesitation, she tore the seal off and began reading the letter at once.

My dearest Fluttershy,

It would give me great pleasure if you would wear this and meet me tonight, in my chambers, at nine o' clock, for a special rehearsal. Please don't be late.

With deepest love, O.G.

Fluttershy could not help but grin at the signature. Even when writing to her, Discord would forever be the Phantom when writing his notes. She began to wonder what sort of "rehearsal" it would be? She ran her hooves over the gown and smiled as she felt the beautiful fabric. The last time she had worn this dress had been one of the happiest nights of her life. Perhaps its good fortune would return?

Perhaps they would sing the new song they had created for Aminta and Don Juan! She remembered the beautiful melody Discord had composed and her heart sighed at the lyrics she had helped to create. Truly, it was one of the most beautiful love songs she had ever imagined…

A strange giddy feeling came over Fluttershy as she began to speculate as to what Discord had in mind for the night. Perhaps he had found a solution for their future problem! Perhaps he had learned something about her father! It still touched her so deeply that he was even looking. And then a most outrageous thought came to her…

…perhaps Discord was going to propose marriage?

Fluttershy quickly shook her head at such a notion. "You're such silly mare sometimes, Fluttershy," she muttered, glancing at one of her novels, which lay near by. "You don't seem to know what's real and what's fiction anymore."

Still…it was an idea she couldn't shake off entirely. Perhaps she didn't want to. She held the gown up to her body and twirled around the chamber with it, giggling the whole time. Oh to be his bride, to become his wife. No matter what happened, she knew that in her heart, he would always be her husband…


Darkness had fallen early that night as a winter storm was brewing. Rainbow Dash hated venturing out into the city, even if she were simply sticking to allies and dark corners in unpopulated areas. Still, she feared her master's wrath more than anything, and so he ventured once more as night fell over Maris.
It was the same search she had been conducting every night ever since Discord first ordered her to seek out Fluttershy's father. While Rainbow Dash believed it was beyond all hope to find the old stallion, she continued looking every night in all the places she could, both because of her orders, as well as for Fluttershy. She would deny the latter reason till he was blue in the face, but truth is, she was growing fond of the mare. She was nothing but trouble, she believed that without a doubt…but she was growing fond of her.

She was in a new section of Maris, an area she had not yet explored; an area that had few shadows, but even fewer ponies. The winds were blowing strong and harsh, and Rainbow Dash wrapped her jacket even tighter around herself. The sooner she could leave this place the better! He spied one building she had been dreading to come near for a very long time, but it was a logical place to look, this much she knew. Swiftly and softly, she followed the shadows till she was standing directly across the police station.

There were a few low barred windows; Rainbow Dash was hoping they belonged to several jail cells. She could crawl down, peer inside, see if Fluttershy's father was anywhere to be found–

She froze as she heard two muffled voices draw near.

"Is he coming tonight or not? That stupid old stallion has been crying out for him since this morning!"

"Inspector Silverstar says he won't, says that mare who was here the other night knows too much and it's best if he stays far away from this place."

Rainbow Dash didn't have time to bolt around the corner, so she did the only thing he could in such a situation; press herself as flat as she could against a shadowed wall and pray they would not notice her presence.

The voices belonged to two officers who were taking long drags from hoof-made cigarettes. They had momentarily stepped outside to smoke, and thus began complaining about recent events pertaining to their jobs. Neither had noticed Rainbow Dash at all, they were too involved in their current conversation.

"I'm getting tired of us holding him here. The stallion should clearly be in an asylum," the taller one grumbled.

The shorter officer, with a rather stout belly, joined in his companion's grumbling. "Do you recall how when he first arrived he did nothing but moan and wail about his daughter?"

The other stallion began to chuckle. "Oh yes, that's right, claiming that a ghost had stolen her from him."

"Oh not just any ghost!" the short fat officer mimicked, a mock look of horror spreading across his features. "The dreaded, infamous…PHANTOM OF THE OPERA!"

Rainbow Dash gasped at the stallion's words, almost too loudly. The short officer paused and glanced up at his friend. "Do you hear something?"

The taller officer was clearly paying no heed. "Then he finally stopped his ranting and wailing and we had peace at last," he sighed, taking a long drag on his cigarette. "But then you-know-who shows up, and after a few late night visits, Time Turner begins howling all over again about the supposed Phantom!"

Time Turner.

Rainbow Dash could barely move, let alone breathe from the shock of it all.

They had him; Time Turner was there, locked away in there jail like a common criminal. She had to get back to the opera house and tell her master at once.

"Now I know I heard something that time!" the shorter stallion grumbled, pushing past his taller friend and peering into the shadows where Rainbow Dash was hiding. "Who goes there! Come out right now!"

"What are you going on about?" the taller stallion groaned. "No one's there, can't you–hey!" Whatever he was going to say was cut off as Rainbow Dash wasted no time and bolted from her hiding place, running as fast as she could with the two officers in pursuit.

"Come back here!" they shouted, pulling their whistles from their pockets. "Stop right now!"

Rainbow Dash didn't dare look back, she just kept running, down dark allies, past shadowed buildings, their hoofsteps and whistles ringing loudly in his ears.

And then, she felt a hoof grab her by the scruff of her coat, and before she could even cry out, she felt her body being hauled up inside something.

She tried to twist herself around, to fight off her assailant, but the way she had been caught, she kept twisting herself even more in her coat. Her peg leg lashed out, hoping she could at least frighten her attacker if not hit them. But she froze when a voice finally spoke from the darkness.

"Relax Rainbow Dash, it's me, I won't harm you…"

She stopped fighting and felt the hoof release his collar. She then quickly turned around to see for herself if the voice were not a figment of her imagination. "Madame Luna?"

The dance mistress smiled at her. "Rather cold night to be out for a stroll, don't you think?" she casually asked as she leaned back in her seat. Rainbow Dash glanced around and realized she was inside a carriage. She looked back at the mare again, her body still tense from the narrow escape of the police officers, let alone the information she had just heard.

"How…how did you know where I was?" she finally asked as she felt her breathing return to normal.

Madame Luna softly smiled. "Like you, I too was spying on the police, although I'd be quite interested in hearing your reasons."

Rainbow Dash quickly looked away from the mare's hard cold eyes that could burn through stone. She knew that presently, the Master was not on speaking terms with the mare, however she was extremely grateful for the help she had offered, yet the Master was the one with whom she solely took orders from.

Madame Luna noticed the mare's silence, as well as her refusal to even look at her. "Did Discord ask you to spy on the police?" she simply asked, hoping that perhaps she would somehow give away something.

Still nothing.

"Well, it is rather obvious that Discord had asked you to do that," she continued. "After all, I know that you would never go out willingly, so there must have been a good reason as to why Discord had you come all the way here…" she murmured, her eyes still watching him closely.

Rainbow Dash still said nothing, yet she was beginning to fidget uncomfortably.

Madame Luna sighed, tired of playing silly games. "I know Discord has Fluttershy, Rainbow Dash."

Rainbow Dash turned her head and stared at Madame Luna, her eyes wide with shock. Before she could look away, Luna reached out and placed her hoof on her arm. "I can see it in your eyes, Rainbow Dash…and I know she is alive, or at least was a few weeks ago, because I saw her at the masquerade ball." She said nothing, but she did not look away.

Madame Luna sighed again, removing her hoof from Rainbow Dash's arm and leaning back once more, but her eyes remained locked with Rainbow Dash. "You know as well as I do that what Discord has done is wrong…and I need to speak with him, but he will not let me travel below as before."

Rainbow knew this much was true. Madame Luna knew of many entrances into Discord's realm; however there were far more that she did not know, and all the ones she did know had been locked or the traps had been changed. More or less, the world was truly locked out.

"Rainbow Dash please, I beg of you," Madame Luna pleaded, her voice soft and desperate, a sound that she and many others had never heard her speak. "Take me to Discord; let me at least speak with him one more time…at least for Fluttershy's sake."

Rainbow Dash's eyes fell to the carriage floor. "He will not be happy," she murmured.

Madame Luna reached out once more and tenderly touched her arm. "I fully take all the blame for my intrusion," she assured him, yet Rainbow Dash still felt uneasy about all this.

The carriage finally reached its destination, and the coachcolt immediately opened the door. Rainbow Dash hid behind the collar of her coat as he followed Madame Luna down. The dance mistress gave the driver several firm orders to return for her in an hour and wait for her by the front steps. She then turned to Rainbow Dash as the carriage pulled away, awaiting his decision. "May I speak with your master?" she asked once more, hoping that Rainbow Dash would at least do this much.

Rainbow Dash knew something was going on between the Master and Fluttershy, but what exactly, she was unsure. But now that she knew the whereabouts of her father, and that information she did feel responsible to deliver. While she had not warmed to Fluttershy the same way the others had, she did know she was kind, loyal, and most trustworthy; she deserved to be reunited with her father again.

And it was only a short period of time before she would leave for good. What did it matter now if it was sooner rather than later? Still, she could feel his heart sinking as she nodded his head to the dance mistress. She may take the full blame for trespassing, but she would still feel the blunt of it in some form.

"Follow me," Rainbow Dash said at last, leading her into darkness.

End of Act One

View Online

End of Act I

"Touch me…trust me…savor each sensation…"

Discord felt his heart swell as he softly sang the lyrics on the parchment before him. He was adding the final touches to his song, which now had a proper title.

"Let the dream begin,
let your darker side give in,
to the power of the music that I write…
the power of the music of the night!"

His voice was filled with such deep emotion, and as he sang he envisioned her face before him, her beautiful eyes shimmering with tears, or perhaps fluttering closed as he had seen her do when he sang to her. Either way, he would fall to his knee at that point, taking her hoof in his, and hold the bracelet out to her. Discord could not help but smile as he imagined the surprise on her face when he would present the bracelet; he had found the perfect one after several long hours of searching. It was simple and elegant, much like his Fluttershy, yet the diamonds that it held, while not overwhelming, was indeed mesmerizing he had to admit. He was extremely pleased, both with his choice for a bracelet as well as with the song he had composed. Now he simply needed to find Shortround and inform him of his plans–

Discord paused as he heard hoofsteps approach his chamber. They were soft feminine hoofsteps, and he felt the grin spread even further across his face. "You're quite early, my dear, however I will forgive–"

"Hello Discord."

He froze at the sound of the voice, and felt his smile melt away, as did the color from his face. Slowly, he turned to face the mare who had spoken, yet his face was already prepared; the lines deeply set and the dark shadows already forming over his masked features to add an ominous touch to his already menacing glare.

"Madame Luna," he whispered, his own eyes matching the same cold orbs that gazed back at his.

Rainbow Dash stood a few steps behind her, her eyes locked with the ground, her body trembling slightly from the distinct chill the chamber now emanated. Discord merely glanced briefly at Rainbow Dash before coldly dismissing her. "Leave us," he ordered. Rainbow Dash did not need to be told twice, she quickly backed out of the chamber and could be heard running from the place.

Madame Luna waited until the mare could no longer be heard. "Do not be angry with Rainbow Dash, it was I who forced him to bring me here," she explained very dryly.

Discord turned his back on the mare and rearranged his new song under several heavy layers of parchment. "I do not blame him for bringing you here, I know you are quite capable of intimidating anypony," he dryly replied, before turning back and facing her, his arms folded across his chest.

Madame Luna smiled gently to herself. "Everypony, save for you, Discord," she murmured softly.

Discord said nothing; he simply waited for her to state her reasons for being there. Truth was, they had not been corresponding with one another since the night both Fluttershy and her father invaded his world. While they had not officially cut all ties between each other, the argument they had had left little discussion of renewing their "friendship", if one could call it that. Besides, neither of them were going to apologize, they were both far too stubborn for their own good. So he simply waited for her to speak and explain what was so important that she had to intimidate Rainbow Dash into bringing her down there.

Madame Luna recognized Discord's body language and got right to the point. "I know you have Fluttershy down here," she stated plainly.

Discord said nothing, nor did give any indication that her words affected him. She continued. "I saw her that night at the ball…I didn't realize it at first, but I thought something about her seemed familiar…and then I learned recently that the last time anyone had seen her was the night of the opening gala, the same night her father disappeared." She looked up at Discord to see any sign of acknowledgement, but found none. "Several stagehooves confessed to speaking with her and then seeing her disappear beneath the stage to search for her father who had also disappeared the same way…and you did not deny that Monsieur Time Turner had entered your world, if I recall," she added coolly.

"Nor did I confirm your suspicions," Discord replied, just as coolly. "I too remember that conversation, and you were quite quick to accuse me of murdering the old pony."

"I had good reason, due to your history," she icily hissed.

Discord found himself softly chuckling. "All too true, after all, I do abhor trespassers, ponies who simply arrive unannounced as if they own the place or something," he groaned, his statement all too clear as he gazed upon Madame Luna. "I would not do such a thing to somepony else's home…and a stallion does have the right to defend his own home, does he not?"

"Damn it Discord!" Madame Luna growled, her patience waning. "Enough of this, where is the mare?"

Discord leaned back against his piano, his arms still locked across his chest. His eyes speculated her for a moment while a soft cold smile spread across his face. "You claim she is here, after all, you said so yourself that you saw her. Although I must admit, I am rather shocked that it took you so long to put the pieces together. Yet perhaps you were simply avoiding a confrontation? I know I can strike fear into the hearts–"

"You do NOT frighten me!" Madame Luna practically shouted, her black-booted foot stomping down firmly on the ground. "Perhaps I did not wish to jump to such conclusions because I did not think you possible of committing such…such…vile villainy!"

Discord's cold smile vanished, as did any amusement that had lit his gaze. He glared at the mare before him and felt his muscles tense at her words. "Villainy, madam?"

"Yes!" she hissed, stepping towards him. "It would have been one thing to learn that she had disappeared after entering your world, to learn that her fate was the same as the others who trespassed…but Discord…this is not a matter of defense, this is pure villainy! When I realized that the mare you had pried from the Prince's embrace had the same hair, the same figure, the same height as Fluttershy–"

Discord was seething at these words. Was it possible that Madame Luna saw the Prince as some sort of hero?

"–I just never thought it possible that you had…that you had lowered yourself to such evil, to lock up an innocent mare for who knows how long, and to use her for…for…" she felt sick at even thinking such vile thoughts.

Discord had been accused of many things, and many of those things he had been accused of were sadly true. But he had never been accused of using a mare for such diabolical means as Madame Luna was referring to. Even he could not lower himself to that level of filth. In the past he had been guilty of using prostitutes to sate his savage urges, but he was by no means guilty of the acts the dance mistress now accused him of. And now, after so many months of learning about Fluttershy, of living with her, getting to know her, and at last loving her…hearing such horrid things and being accused of such atrocities was more than he could bear.

"Well, I must say that didn't take very long," he growled low and deep.

Madame Luna stared at him with confusion. "What didn't take very long?"

"To step in and be my judge and jury, accusing me of being a vile monster…but I suppose it's rather hard to not be accused of such things when one looks like a monster."

Madame Luna rolled her eyes heavenward, seeking patience from God above. "Damn it Discord, do not bring your face into this! Just tell me where the mare is!"

"No!" Discord barked, his amber eyes glowing like molten fire. "You do not TELL me what to do, madam! And how DARE YOU barge in here and accuse me of rape!"

Madame Luna eyed him coldly. "You deny, then, my accusations?"

Discord opened his mouth to speak and then stopped when a sound outside his chamber indicated that somepony was nearby and listening. "We will not discuss this further…at least not here," he growled, grabbing Madame Luna by the wrist and marching out of the chamber, dragging her behind.

Discord did not know who it was that had been listening, the eavesdropper had vanished by the time he and Madame Luna had exited the chamber, however it was only wise that they did move somewhere else to speak; the last thing he wanted was for his beautiful Fluttershy to walk in and see him strangling the dance mistress. And if he didn't calm his anger soon, that would be exactly what he would do.

Madame Luna had no idea where Discord was taking her, but said nothing; she was too busy trying to catch her breath from the brisk pace Discord was setting.

Finally, they arrived at the destination Discord had intended; the southern chambers where many props and the infamous costume cages were kept. Once there, Discord whirled around and practically pushed the mare away from him, his glare dark and menacing.

Madame Luna rubbed her wrist and eyed the masked creature suspiciously. He was hiding something; she could read it all over him, why else would he insist on carrying on this debate somewhere far from the ears of others? And yet, he had not admitted to holding Fluttershy captive either. Had she jumped to the wrong conclusions? "Answer me once and for all Discord; do you have her?"

Discord's eyes were dark slits of fire as he glared at the dance mistress. He didn't have to tell her anything, this was his home and Fluttershy was his business. And even if he didn't tell her he had Fluttershy, what went on between the two of them was their business! He owed no one anything…

Madame Luna decided it was time to change tactics. She wasn't going to get anywhere with this. "You surprise me Discord…" she began.

Discord shot her another death glare. "Good to know I can still keep you on your toes."

She ignored his icy comment. "I never thought you a stallion of mercy…"

Discord opened his mouth to speak, but paused at her words. What did she mean by that exactly? One minute she was accusing him of villainous acts, the next she was praising his clemency.

Madame Luna noticed his look of surprise and quickly continued. "You have quite an infamous reputation, as you well know. The Phantom of the Opera, who kills anypony who displeases him, especially trespassers–"

"I know of my own reputation, perhaps you should just say what you are babbling about."

Madame Luna eyed him one more time and nodded her head in agreement. "Very well. I saw Monsieur Time Turner this evening."

Discord practically lost his ice-cold composure at the mare's words. Fluttershy's father–he was alive! Yet Discord was a mastermind when it came to giving off a particular persona, and instantly regained the frigidness of his character. "What makes you think it was Time Turner? You said so yourself, you know of my reputation–I have killed stallions for less than what Time Turner did, what makes you feel so sure–"

"Rainbow Dash was the one who discovered him," she interrupted.

Discord's eyes went momentarily wide. He opened his mouth to respond, but once again, she cut in.

"Rainbow Dash also told me that she was at the prison because…you had ordered her to search for Time Turner."

A part of Discord wanted to throw all his rage at the peg legged mare, yet he knew that Rainbow Dash's icy nature was no match for Madame Luna's, and if the mare wanted information, she would get it. For the first time in his life, Discord began to realize what it must feel like to be under Madame Luna's cold hard hoof.

"I can only assume two reasons as to why you would give orders to know the whereabouts of Monsieur Time Turner. One, he escaped your clutches and you are tracking him down to forever silence his tongue, or two…you have other reasons, reasons to which I do not fully understand, but reasons that point to the fact that you ARE keeping Fluttershy!"

"ENOUGH!" Discord shouted, his temper hitting a breaking point. He refused to feel like a bug in a jar in his own domain. "Perhaps your first guess is correct; perhaps Time Turner somehow escaped and I wish to know where he is to be sure he will not have mobs barging down here and destroying not only my life, but the lives of several others!"

Madame Luna cocked a dark brow at these words. "Yet no one has escaped your realm…this place, this labyrinth, is so diligently armed against trespassers…Time Turner could not have escaped, at least not without somepony who knows the workings of your traps. It is far more likely to believe you showed mercy on another being, than it is to believe you would be so careless as to allow someone to easily escape."

Discord's head was throbbing at the constant change from accusations to bewildered praise. She was playing some sort of game with him, trying to get him to reveal something he did not wish to reveal. "State your theories, madam," Discord growled deep and low. "I grow weary of both you and this discussion."

Madame Luna lifted her chin. "Very well. I believe you released Time Turner, although why I do not know. Perhaps–" she gasped and a hoof flew to her mouth as she put the pieces together. "Fluttershy…she offered her life for his! And you took it! You took her in exchange for Time Turner!"

"Like lambs to the slaughter," Discord grumbled, his arms folding once more across his wide chest.

Madame Luna was now the one who looked horrified. "Oh God Discord, I…I did not want to believe you capable of–"

"I WILL NOT STAND BY AND HAVE YOU INSULT ME SO GRAVELY AS YOU DID BEFORE!" Discord shouted, his voice reverberating off the cavern walls. "I NEVER LAID A PAW ON HER! NOT ONCE DID I FORCE MYSELF UPON HER, NOT ONCE DID I RAISE A CLAW TO STRIKE HER! SHE CAME HERE ON HER OWN ACCORD AND SHE STAYS ON HER OWN ACCORD!" His chest was heaving from his shouting, the words still echoing all around them.

Madame Luna stared at him wide-eyed, her mouth open but no sound coming out. A realization dawned upon her as the last puzzle piece slowly fell into its place. "My God…" she whispered. "You love her."

Discrd quickly turned his back to the mare and began to march out of the chamber, not caring what happened to her, just needing to be away from her before he gave in to temptation and wrap a Punjab lasso around her neck.

"She remains here because you love her! And…and that is why you were looking for Time Turner; it was all done for her, not for yourself!"

Discord halted and Madame Luna, who had been following his tall shadowy form close behind, almost slammed into him. "You will leave this place…and you will leave now," he growled, dangerously low. "I will not ask you again."

Madame Luna remained where she was and she watched his figure retreat into the darkness. She knew that she was playing with fire by continuing to stand where she was and even call out to him…but she had to be heard at least one last time. Fluttershy was down here, and she had a right to know about her father, she had a right to be in a world filled with sunshine, nature, and ponies. She had a right to live.

"What are you going to do about Time Turner?" she cried out to his retreating form.

Discord knew he shouldn't turn around, every fiber was telling him to ignore the mare, to go back to his chambers and to prepare for Fluttershy. This was not Madame Luna's business, nor was it the business of others for that matter! He loved Fluttershy, he worshipped her, he would give up his music for her, and she had told him so many times, as well as shown him, that she dearly loved him.

…yet what had he done to deserve her love?

He took her father from her, made her a prisoner, forced her to live a life underground with a bunch of carnival freaks, trained her to sing to the point of causing herself physical pain…and then took her virginity, thus defiling her before God.

But she did all these things willingly cried out a voice inside him. Did she not give her body to you? Did she not take joy in your music? Did she not make all these decisions on her own? He never truly possessed her, because she was her own person!

And she forgave him, the angel that she was. She forgave him for taking her father away.

…and now was the opportunity to make things right.

"Discord…" he practically flinched as he felt Madame Luna's hoof touch his arm. "Never in my life did I believe it possible that…that you would come to know the joy of love–and yet, love also carries a tremendous burden."

He shook her hoof off his arm. "Do not talk to me about love, madam. Whatever love you have felt in life does not even begin to compare to Fluttershy."

"I know…" she sighed, taking a step away from him. "The love my late husband and I shared is nothing like the love you share for Fluttershy. And the reason that is, is because REAL love demands sacrifice."

Discord stared at her, a sick feeling boiling in the pit of his stomach.

"Both my husband and I made sacrifices for each other. We both had to give up things we wanted, make hard choices, and live with one another's consequences. And yet we did these things because we wanted the other to be happy–our happiness was entwined with the happiness of the other. Did you know why I stopped dancing Discord? The dance mares say it is because of an injury, but that is not true. I healed from the injury to my knee, I could return to dancing anytime I wished! But I didn't…because my husband had fallen ill and needed me by his side. I gave up dancing for him, something I am very passionate about, but I realized that no matter how much I love dancing…it does not even compare to the love I feel for my husband." She pulled out a tiny framed picture from her purse and looked down at the old photograph tenderly. "After he died, I dedicated my strength to my daughter. When I see her, I see him…" she sighed, placing the picture back inside her purse. "Twilight will be a great star one day…and he will live on through her." She lifted her eyes once more to Discord's and locked them with his. "That is the burden of love Discord…it gives joy, but it also demands sacrifice. Fluttershy sacrificed herself for her father, because she loves him! She has chosen to live in a world of darkness when what she needs is light! She needs warmth, she needs fresh air, she needs–no, she deserves the family that you have robbed from her!"

Discord was struck by these words as if somepony had clobbered him with a heavy club. "Giving a mare gifts is not the same as putting her wants ahead of yours. Keeping her here as your own caged songbird is not love…its selfish possessiveness disguising itself as enduring affection." She took a step away from him, her eyes glowing like beacons on a stormy night. "Goodbye, Discord…I will not disturb you again." Without so much as another look, she turned on her heel and disappeared down a dark cavern that led back to the outside world, leaving him there in the cold tunnel, a tunnel that did not seem to possess such bitterness, until now.

It seemed like hours had passed.

Discord remained in the tunnel long after Madame Luna had bid him farewell.

The mare's words had a damn nuisance of penetrating his soul. He recalled that horrible time she compared him to the Prince; now was no different, he felt numb all over from the sting of her truthfulness.

Fluttershy's father was alive. This was both wonderful and terrible.

In truth, Discord had forgotten the old stallion. And would he be lying if a part of him had even been hoping that Time Turner would not be found? Discord cursed himself for his selfishness; if Time Turner remained unfound, yes it would mean Fluttershy had no choice but to stay with him…but was that what he wanted?

No. He did not want Fluttershy staying with him because she had no other choice…he wanted her to stay because she wanted to stay; hence his plan to propose to her.

And Fluttershy, while she may deny it now, would live to resent him for the rest of her life. She would inwardly blame him for the death of her father, and she would not be wrong. And that hatred would fester and eat away at her soul until there was no love left–and all that remained was a hollow shell of the mare that once responded to his touch. He would truly become the monster that he was before her eyes…and he would not blame her.

Damn it all! What a fool he had been! To even begin to believe that somepony like him could be happy; could have a mare like Fluttershy with him for the rest of his life. He was cursed to remain in darkness, to haunt the shadows and thirst for the simple pleasures of pony existence.

A puddle of water pooled near his feet and he caught sight of his masked reflection. In anger, his hoof came crashing down on the puddle, sending the water splattering every which way, distorting the reflection from his eyes.

Why had he believed himself to be more than what he was? Damn love, damn dreams, and damn Fluttershy! If she had left him to die in the streets of Maris that one night, he would never know this pain he was now feeling.

She was to blame for all this. She came into his life, turned his world upside down, and then did the unthinkable: she fell in love with the monster. And he all too eagerly allowed himself to be caught in the web her love created.

But creatures like him were not meant to find happiness with others. Creatures like him were not meant to know the joys of the flesh, they were not meant to feel the warmth of a mare's arms, and they certainly were not meant to feel the equal of stallions who had no need to hide their faces behind masks.

That was when the song that had haunted his heart since the first night he had laid in Fluttershy's arms, began to fill his head.

"Turn your face away from the garish light of day…" he whispered, the lyrics now so familiar to him. "Dare you trust the music of the night…"

Discord's paw rose to his head and pulled at his dark hair as if wishing to rip it out. Then, with a angry cry, he threw his head back and let all the caverns hear the pain and rage that filled his being.

He began to run.

He was flying through the caverns as if trying to escape something.

That song. It kept playing over and over inside his head, and it was mixed with another song…that damn lullaby Fluttershy had sung to him several nights ago. She called him angel, she thought of him as her personal angel! Damn her, he cursed. She made him believe that he could perhaps be that for her too; he should have known better.

He needed to destroy it. He needed to find the song he had written and destroy it quickly before the pain engulfed him.

He flew to the entrance of his chambers, determined to thrust the parchment into the fire before its haunting melody inflicted him further, before its lyrics of love and hope mocked him again, before–


Discord halted the second he entered the chamber, gasping at the sight before him.

Good God…she was vision.

Fluttershy stood before him; her cheeks pink and her smile warm, radiating a glow that stabbed at his heart. She was wearing the ivory gown he had requested that she wear, and the rose he had left on her bed was in her wild and lovely pink hair. She stood before him, smiling with blushing pride, her hooves holding onto the folds of her gown, as if trying to show him that she had done what he had requested, hoping he would be proud.

Was it possible for this mare to look any lovelier? Why was it that every time he saw her, she seemed to glow with even more beauty?

Her smile was so radiating, so beautiful…

He never thought it possible to despise that smile until now.

"Fluttershy…" he simply whispered.

She grinned and did a small curtsy. "Thank you for inviting me, and for the rose," she blushed, her grin spreading further as she touched the fragile flower.

Discord felt his heart being torn to shreds. Did she have to look at him like that? Did she have to grin like that?

"I confess, I was hoping that perhaps we could rehearse that song from Don Juan? The song where both Aminta and Don Juan sing of their love to one another?" she asked timidly, her hooves reaching out for his.

Discord froze at her words. Anything but that right now…God give him strength.

"I know that you believe music can always be perfected, but I do so love it, and it's so beautiful, oh please Discord, I want to sing that with you–"

She had been reaching for him then, her small beautiful hooves almost touching his, her sweet lips tilted upward to kiss his own. One touch of her hoof would be his undoing, let alone one kiss.

Discord pulled away from her before Fluttershy could reach him, a move that caused Fluttershy momentary alarm. Her smile slowly began to vanish and she could read from his body language that something was not right. Perhaps he needed to discuss with her something about the opera before they moved on to rehearsing?

"Forgive me," she apologized. "I was getting ahead of myself, it was you who asked for me to come, and therefore you have matters of great importance you wish to discuss. Please Discord, tell me what–"

She had been reaching for him again, and once more, Discord pulled away from her before she could touch him. This time Fluttershy knew something was wrong by the way Discord moved…and by the way his eyes adverted hers. "Discord? What's wrong…" she whispered, a soft trembling in her voice.

Discord cursed himself as he heard the sudden change of tone in her voice. He was causing this worry, this growing apprehension that something was wrong. And while he knew that it would break his heart, to do what he had to do, it was the only way to truly free her from the cage he had placed her in.

"There will be no need to rehearse Don Juan and Aminta's song," he said harshly, his back still turned to her.

Fluttershy felt a chill wash over her, but chose to ignore it. "Discord, I know you are a perfectionist, but you have already achieved perfection! The song can not be perfected further, it–"

"You misunderstand me," he cut in, his tone razor sharp. Fluttershy stared at his back, her arms wrapping around her body in an attempts to fight off the growing chill that was spreading. "There will be no need to rehearse the song…" he growled, slowly turning to face her, "…because I have removed it completely from the opera."

Fluttershy stared at him, her eyes wide with disbelief. "W-w-what?"

"Don't pretend to be deaf Fluttershy, you have a sweet little voice, but lack talent when it comes to acting."

His words bit into her like a snake striking its victim. What was wrong with him? Why was he behaving so coldly, so maliciously?

"What's wrong Discord? What happened?" she approached him swiftly, her hoof reaching for him, but he moved away from her with more grace than a pony half his size could possess. Even his movements stung her.

"Nothing is wrong my dear, in fact, nothing could be better. I saw the error of my ways and handled the problem immediately."

She stared at him as if she had never known this creature in her life. She was beginning to think that was possible. "The problem?"

He said nothing, simply strode over to the organ, found several pieces of parchment, and without a glance in her direction, proceeded to throw the parchment into the fire that warmed the whole chamber. Fluttershy watched in horror as he paid no attention to her and went about his task as if it were something he commonly did.

"Discord!" she practically screeched his name as panic was beginning to take hold. "What are you doing? What do you mean by 'problem'?"

He sighed and lifted his eyes to hers. "Kindly lower your voice madam, at least to a level that will not cause dogs to howl."

Fluttershy stared at him in shock from the biting remark. She could feel tears beginning to sting her eyes. "WHAT'S WRONG WITH YOU!?!"

"NOTHING!" Discord roared, turning on her, anger flashing wildly in his eyes. "Why must something be wrong with me? Perhaps nothing is wrong with me, perhaps I am simply seeing the light for once!"

Fluttershy took a step back, truly feeling afraid of him for the first time since the night she traded her life for her father's. Discord took notice of the way she looked at him, of the way she trembled, and instead of retreating, simply advanced. "I played your game Fluttershy, I knew that if I didn't make those changes and wrote your precious love song, that your nagging would never end! It was for my own sanity that I wrote that song, not out of any favors to you," he mocked, his words cutting and spitting with fire.

Her eyes were shimmering with cold tears. Who was this stallion that stood before her? This was not the stallion she had fallen in love with, this was not the pony she had willingly given her body to almost every night. This was…was…

"A monster?" he simply asked.

Fluttershy's eyes widened at his words. "W-w-what? I…I never said…"

"I can easily read what you're thinking, it's not very hard actually, and you're quite easy to comprehend."

Fluttershy felt a flare of anger ignite within her. "Am I?"

Discord smiled, a cold calculating smile that held no warmth or affection. "Quite. After all, look at what you read! Gothic romances filled with mystery, intrigue, and passion. It wasn't hard to seduce you at all…a few songs, several late night rendezvous', not to mention a midnight waltz on New Year's Eve…yes, it was rather easy getting you into bed actually. And all I had to do to keep you there was simply tell you what you wanted to hear–"

Fluttershy screamed with rage and raised her hoof to slap his uncovered cheek, but his strong powerful grip caught her wrist before it could make contact, squeezing and twisting the skin until she whimpered. "That was rude," he hissed. "At least let me finish before you attempt to strike me down with your little fists of fury." He released her wrist and she stumbled back, clutching her arm to her chest, her whole body trembling with both rage and sorrow. "As I was saying," he continued as if nothing had happened. "Filling your head with words of love was a guaranteed way of keeping your back on the mattress and your thighs parted–"

Discord ducked just in time as Fluttershy picked up a vase and hurled it at his head. She then wasted no time with screaming her attack and throwing herself at him, her hooves attacking his face and chest, ripping the mask off and attempting to scratch his eyes out.

Discord was momentarily stunned by the strength she possessed and found himself fighting her off with some difficulty. He knew his Fluttershy could do anything if she truly put her mind to it, and right now, nothing would please her more than to kill him.

Good. That would at least make her pain less when she left his world forever.

He finally managed to push the little hellion off him, shoving her so hard that she fell backwards and landed with a loud thud. He bent then to retrieve his mask that she had removed, the whole time keeping his eyes on her in case she attempted to attack him again.

She didn't. Instead, she found herself, much to her own disgust, weeping in deep misery. Her strength had only been momentary, now it had been sucked out of her completely. She felt so tired, physically, mentally, and most especially, in her heart. So tired that she could not fight off the tears; they flowed down her cheeks freely, like two ice-cold waterfalls.

Discord slowly placed the mask back on his face, his tongue tasting blood at the corner of his mouth. Fluttershy had not been entirely unsuccessful in her attack. He gazed down at the girl before him, the mare he had reduced to a weeping heap with only a few words. It hurt, God how it hurt, seeing her like that, hearing her sorrow, her misery…but it was the only way…

"I don't know what's happened to you," she whispered, her tear-stained face lifting to meet his eyes. "But I can not…I do not believe that…that it was all a lie…"

"Whatever makes you happy my dear," Discord grumbled, moving past her without another look. He sat himself down at his organ and began to play a few notes from the overture of Don Juan Triumphant. Fluttershy watched him as he played, seeing how rigid he sat, noticing that there was no passion in the way he played. Slowly, she scrambled to her feet.

"You love me Discord, I know you do!"

He ignored her and continued playing, although every fiber in his being screamed at him to answer her.

She sighed and began to approach him, determined to not let him push her away again. "I don't know why you're doing this, saying these things and behaving in such a way, but I KNOW that you love me! I've felt your love! I've seen it!"

His playing did not cease, nor did his concentration. Fluttershy felt the anger rise within her again and she reached out and grabbed him by the shoulders, forcing him to turn and face her. "DAMN IT DISCORD, YOU WILL ANSWER ME!"

He flew to his feet as he felt her tiny hooves grip his shoulders, whirling about so quickly that she almost stumbled backwards. He caught her by the shoulders before she fell, but his touch was not tender.

This will be the hardest part I have ever had to play...

"Love you? Good God, is that what you think? That I love you?"

To Fluttershy's horror, Discord began to laugh. A deep menacing laugh that filled her with dread and made her flesh crawl. She writhed in his arms, but not the way she writhed within them before. Then, it was because of the extreme pleasure they were experiencing together…now, it was out of pure hatred and disgust. She wanted to be far away from him, she didn't want to feel his touch; she didn't want to remember what it felt like to lay within his arms and feel his body cover hers. She wanted the stallion she loved, her Phantom, to come back to her…not this creature who harshly held her and was laughing manically in her face. Who was this creature]?

God forgive me...

"Truth be Fluttershy, I've had my fill of you. In fact, you were growing, for lack of betters words, somewhat tiresome," he spat.

Forgive me Fluttershy...although I do not deserve it...

"I am a stallion nearly 20 years your elder. You're nothing but a mere child; while you are spirited, your youth lacks imagination to keep a grown stallion satisfied for very long."

God this hurts, seeing her flinch...seeing her cry. Kill me now, please...

"However, you are only a country mare, and the only rituals of mating that you are acquainted with is that of farm animals. Pity then, that you did not understand fully that stallions are predatory beasts; when we find prey that we hunger for, we'll do anything necessary to capture it.

Hate me Fluttershy; I never deserved your love. Hate me and leave this place, never looking back...

"In your case, it was telling you that I loved you, when in reality–" Fluttershy gasped in terror when his paw stroked her chest. "–all I wanted was to sup at the delights you eagerly displayed before me."

"GET YOUR PAW OFF ME!" she screamed, her hooves clawing away at his paw that continued to grip her. She had never felt so disgusted in all her life.

End this now; just tell me that you hate me Fluttershy, please...end this suffering!

"What's wrong my dear? I thought you loved me," he mocked, his paw moving down to her thigh. His other arm held her tight to his body so that she could not escape while his paw began to pull at the hem of her gown. "Isn't this what you wanted? I thought you loved the way I touched you…I thought you loved the way I made you feel…" his breath was hot against her neck, but the shivers it caused Fluttershy were not shivers of pleasure.

Fight me, Fluttershy! Lash out, strike me own! HATE ME!

"Don't you want the Phantom of the Opera to buck you?"

"NOOOOOOOOOO!" she screamed, her knee wiggling free from Discord's powerful hold of her body and with all the strength she could, kneeing him hard in the groin, causing him to let her go and stumble backwards.

Had Discord not reached out to grip a stone bust that was near, he would have fallen to the ground from her sudden attack.

Well done Fluttershy, I'm so proud of you...

"Don't you EVER touch me again!" she spat, moving around the piano to keep the instrument between both herself and him.

Discord slowly rose back to his full height, although panting still from the painful blow she had caused. "Touché my dear, you caught me entirely unawares. You fight well…for a mare."

Fluttershy's cheeks flared a hot shade of pink at his words.

"I was wrong…you still have that spirit I admire so," he sighed, moving away from where she stood and retreate back to the organ.

I will never touch her again. Fly away, my angel, fly away from this Hell...

"Your spirit was one of the reasons to why I decided to keep you those many months ago. I thought a sweet little hellion like you could make things interesting in bed for at least some time–not to mention you would be light on my purse."

FLuttershy's eyes went wide at his meaning. "I am no whore!"

No, you are an angel, an angel who deserves freedom from the demon that I am...

He cocked a brow. "Really? Are you sure? What would you call yourself then? A mistress perhaps? No, that won't do at all, even mistresses are given an allowance; well, whatever you were, I won't deny that you were worth every penny," Discord then reached for a black wooden box that sat near his organ, and from inside it, he withdrew a small gray bag. "I think that shall cover all expenses between then and now."

Fluttershy stared at the bag in his paw and then back at him. Was he joking? Was he actually telling her he thought of her as nothing but a streetwalking whore?

Take it, Fluttershy. Take it and leave this place!

"Come now Fluttershy, even if your pride is hurt, I would take the money if I were you…you'll need it when searching for a new residence."

Her eyes had narrowed to hate-filled slits. "You bastard…" she hissed. "I will take NOTHING of yours! I WANT NOTHING TO DO WITH YOU!"

She's right, you are a bastard and deserve every cruelty life gives you. Just tell her what she needs to know and end this suffering before it's too late!

Discord sighed and tossed the bag down on the ground. "You may wish to reconsider my offer. If you will not take it to use for yourself, then you may wish to have it when you go to the prison to release your father."

Fluttershy's face paled at Discord's words. Time had truly stopped. His words were still echoing in her ears when she finally found her voice again. "M-m-my f-father?"

Discord kept his stone countenance even though what he was about to tell her would perhaps hurt most of all. "Well of course…it's time that you know the truth my dear," he sighed, turning his back on her and facing his music again.

Don't look at her; don't look into her angel eyes. They're filled with hate, which is what you deserve!

"Your father has been rotting in a Maris prison for at least several months now…poor stalllion, probably thinks your dead."

Fluttershy stared at his back, both shocked as well as vengeful. "Y-y-y-you've known? You've known all this time?!"

Iscord took a deep breath and put on a calculating grin before he turned to face her once more. "Of course my dear…but I couldn't have my mistress leaving my lair for a pitiful old stallion when I was far from done with her, now could I?"

Go find your father and never come back, Fluttershy. I free you from this prison, I free you from my heart...

A part of Fluttershy wanted to kill him; she wanted to lift that bust that stood near his organ and throw it down upon his head! Or at the very least, she wanted to burn all his precious music. But another part of her just couldn't believe that this creature, this creature who she thought had loved her, who she had foolishly given her heart to…had known all this time where her father was, but had purposefully kept the information from her so that she would stay and…

Her stomach churned with revulsion at the many memories of their nights together.

Discord watched the conflict of emotions flash across her beautiful tear-stained face. It took every nerve in his body to not go to her, fall to his knees, and beg forgiveness for the horrid way he had treated her, for the terrible things he had said. He did love her, he loved her more than anything in this world…but damn Madame Luna, she was right; Fluttershy was not meant for this existence and he had been a fool to believe that it could possibly be true.

Painful as it was, this was the only way to let her go and know that at least she would not have to suffer the same pain he would suffer for the rest of his life. Better that she hates me than wallow in sorrowful misery.

"My offer still stands Fluttershy," he said, breaking the silence. She glanced at him and then glanced down at the bag of money he had thrown on the ground. She didn't want to take his money, by doing so she would be admitting, at least to him, that she had been his whore all this time.

But her father needed her, and if what Discord said was true…

Her pride could be put aside for this. She quickly snatched the money up and cradled it to her breast, backing away from him before he could reach out and grab her again.

Discord looked at her for a long moment, before turning his back on her and resuming his playing. "Take the boat and go out the way I showed you that leads towards the stage."

He said nothing more, he simply continued his playing, the notes growing louder and louder so that he would not have to hear her tiny hooves dash out of the chamber and leave his world forever.

He played for what felt like hours, the blisters on his paw and claw breaking from the way he pounded the keys. He did not wish to stop, for if he did, he may hear her go, or he may turn and see her still standing there. He didn't know what he would do if she were still there–he did not think he would be able to let her go then.


Discord gasped at the sound, and then let out a long shaky sigh as he turned to face Shortround, who stood there, holding his bible in one hoof, his face filled with concern.

"Master? I know that you had wished me to come to your chamber tonight…but…" something was troubling the stallion. Discord said nothing; he just waited until Shortround finally finished his thoughts. "Is something wrong? I…I saw Fluttershy a short time ago…she…she looked so upset."

Discord felt his heart burst at the stallion's words. He could only imagine the pain that must have been written across his Fluttershy's lovely face.

"Master…what has happened? She held several small bundles in her arms; she was going to the lake…she was crying. Master, is she all right? Please…what has happened?"

Discord looked away, his focus drawing now to a copy of the song he had composed for Don Juan and Aminta to sing. "I let her go…" was he all said.

Shortround's eyes widened at his master's words. "You…you what?" Fluttershy was gone? She was leaving, never to return? "How…why…why did you let her go?"

Discord still kept his eyes focused on the song. "It was necessary…I had to…"

Shortround's head was reeling with questions. "But why Master? I…I thought…I thought that perhaps…" he had been so sure, for so many weeks now that something had happened between the Master and Fluttershy. Something good…or so he thought.

"Because…" Discord sighed, turning his eyes to the other stallion's, eyes that for the first time ever, revealed tears to his friends, "…I love her."

Shortround's face paled and his eyes widened at the Master's revelation. It had been true…after all this time, the dark, cold, menacing Phantom of the Opera…had fallen in love.

Yet before Shortround could say more, Discord had leapt to his feet, a frantic look washing over his face. He pushed past the stallion, and began racing out the entrance of his chamber, flying through the cavern tunnels, climbing the endless steps and passages of the Maris Opera House, until at last, he reached the familiar stairs that led to the roof. He burst the door open and ran to the ledge, his eyes wild, seeking out a familiar figure amongst the darkened streets.

It was snowing, and snowing very hard. Discord could barely see through all the snow what he was looking for. He peered through the flakes and shadows, scanning the horizon, until…at last…his eyes fell on a small figure, running down one of the main streets.

She had changed her clothes, and was wearing that blue dress she had worn the first day she had arrived. The coat she wore was flimsy and would never keep her properly warm. Her arms held small bundles, and she clutched the bundles tightly to her chest. Discord watched, his eyes wild, as the figure continued to run, faster and faster it seemed, down the street until finally, turning a corner and disappearing from his sight forever.

He lowered his head then, his paw and claw gripping the ledge, his blood turning the snow red. The sobs came then…long and desperate. The tears flowed down his cheeks like molten fire. He threw his head back and screamed his cry of agony for the entire world to hear.


Entre Act

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Entre Act

The housekeeper grumbled in irritation as she approached the pounding door. It was the middle of the night, and she was a having a wonderful dream of being a queen in a far away land with servants of her own to tend to her every need. And then, the irritating pounding came, awaking her from her make-believe paradise. Who on God's green earth would be calling this time of night?

She opened the door a crack, only letting the knocker see her face. "Here now! What on earth are you doing at this ungodly hour?" she snapped.

A young mare stood on the door step, several bundles cradled in her arms, her hair a great mass of tangled waves, covered in snowflakes, and she wore a thin coat, one that did not look very warm, proven by the fact that she was shivering and her teeth were chattering. "P-please, I…I n-n-need to…to s-s-speak w-w-with Madame L-l-luna…"

The housekeeper eyed the waif with suspicion. "Do you know what hour it is? Madame is sound asleep, and so should I! Do your begging somewhere else and leave this door step at once!"

The housekeeper moved away and attempted to shut the door, but Fluttershy's hoof shot out, catching the door before it fully closed. "Please…l-let me speak w-w-w-with her…I b-b-beg of you…"

The housekeeper frowned and attempted to push Fluttershy away. "Go away, you vile, disgusting, little–"

"What seems to be the problem, Sandy?"

Fluttershy looked past the angry housekeeper and felt relief wash over her at the sight of Twilight Sparkle. "Oh, Twilight, please…I…I n-need to speak with–"

"Don't go bothering the young miss!" the housekeeper retorted in Fluttershy's face. "Just some pauper attempting to take advantage of Madame's charity," she informed Twilight.

"Sandy wait!" Twilight placed a hoof on the mare's shoulder and pried the housekeeper away from the door. "Fluttershy?"

Fluttershy wanted to smile, so happy to see somepony she knew, but she was cold, tired, and emotionally exhausted after everything she had endured that night. The smile was fleeting, and gave way to a cascade of tears that were only inevitable. Twilight ignored the housekeeper's harsh words about letting a beggar in, and drew Fluttershy inside the small home of the ballet mistress and her daughter.

"My Goodness, you're frozen all over!" Twilight gasped at the feel of Fluttershy's hooves. "Come, sit here, and I'll fetch Cosmic to build you a fire and Sandy will make you some hot tea."

The housekeeper's eyes widened at the mention of her name. "I most certainly will not! You can't go trusting some homeless waif that shows up on our doorstep just because–"

"Do as my daughter says, Soles," came a cold voice from above.

All heads turned to the top of the narrow staircase to see Madame Luna descend the steps, tying a dark robe around her body. "Twilight, go wake Cosmic to build that fire, and then fetch Mademoiselle Fluttershy a clean night gown, as well as a robe. Soles, make us a whole pot of hot spiced tea."

It wasn't a request, it was a clear demand. The housekeeper eyed Fluttershy warily one last time, before grumbling and disappearing in the way of the kitchen. Twilight also disappeared to fetch the other servant to build the fire, as well as to get clean clothes for Fluttershy. She sat alone with Madame Luna in the small parlor; the snow that had crowned her curls had now melted and left her hair a cold wet mass.

Cosmic, the other servant, entered the room and quickly went to work lighting the parlor's fireplace. Twilight then returned with fresh nightclothes for Fluttershy and took the young mare to her room where Fluttershy could change. Fluttershy then returned to the parlor, where Madame Luna sat, sipping some of the spiced tea that Soles had brought. "Feel any better my dear?" she softly asked as Fluttershy sat down across from her.

Fluttershy slowly nodded her head, but Madame Luna could tell the mare was going through an emotional conflict of great proportions. "Thank you Twilight, Soles," Madame Luna softly dismissed. Sandy Soles was all too grateful to go back to bed, yet Twilight hesitated.

"Are you sure mama? I don't mind–"

"Thank you dear, but you need your rest, tomorrow will be a very busy day with rehearsals for the new opera," she said in a low voice, her eyes never leaving Fluttershy's face.

Fluttershy practically flinched at the mention of Discord's opera. She had forgotten all about it, and wondered if that had been a lie too. Did Discord really think she had potential for being a great singer? Or were the lessons his way of keeping her there longer so that he could eventually bed her?

Strange…he seemed so genuine when he told her how he wanted to change the ending of Don Juan. He also seemed so sincere when he told her he loved her…

Had she been so blind? Or was Discord truly that good of an actor? She didn't know what to think, she was so confused.

"Drink this my dear, it will help," Madame Luna soothed, holding a cup out to Fluttershy. She had been watching the mare ever since she came into the house. She had this distant look in her eyes, the look of one who had experienced some sort of horrifying trauma. Had she been wrong? Perhaps Discord was not in love with Time Turner's daughter, perhaps her worst fears were correct and Discord had taken advantage of the poor mare, using her for whatever purposes he wished to have sated.

Yet she remembered how Discord turned away with disgust at the mention of raping Fluttershy. It was not just his own honor that he was defending then, but she felt that perhaps he had been defending Fluttershy's as well. Yet love can blind people, she reminded herself. Discord may believe himself in love with Fluttershy, but that didn't mean he was doing what was right by her. Fluttershy had been locked away for months down there, and even if Discord had not laid one hoof on her, it was still extremely traumatic to be taken away, locked up, and have one's own family removed.

And yet Discord had been looking for Time Turner, something he had been clearly doing for Fluttershy. Perhaps he was beginning to see the light of his errors.

"I'm glad you came here," Madame Luna whispered, leaning across and placing a soothing hoof on Fluttershy's. "You did the right thing, coming here."

Fluttershy hadn't been paying attention until she felt Madame Luna's hoof touch hers. Her mind was far away, in a darker place, with the memory of the stallion she loved, God help her, the stallion she still loved…and yet it had all been an illusion.

"I didn't know where else to go," she softly murmured.

Madame Luna smiled, yet it was a sad smile, one full of pity for the young mare. "You are always welcome here, my dear. Should anything ever happen, you will always have a place here."

Fluttershy looked down at the teacup she held in her hooves. "Thank you," she whispered. Then, suddenly, her memory stirred to why she had sought out Madame Luna in the first place. "My father!" Fluttershy gasped, the teacup almost falling off her lap. "He is being held in a Maris prison! We must go to him! Please, we must free him at once–"

"Hush my dear, I promise you we shall, but we must wait till dawn, then we shall go at once and release him."

Fluttershy looked at Madame Luna, a puzzled expression written across her face. It was then that she thought it odd that the dance mistress hadn't even questioned to where either she, or her father, had been all this time. True, Fluttershy reminded herself, Celestia had fired her in front of both Madame Luna and the managers, and therefore the dance mistress may not have assumed Fluttershy had been missing this whole time. But to suddenly show up on her doorstep without warning…and to blindly accept everything Fluttershy was saying…

Did Madame Luna know more than she was letting on?

"You say that as though…you're not surprised to learn he is in jail…" Fluttershy whispered, a new feeling of anxiety coming over her.

Madame Luna recognized the emotion the young mare was feeling and reached out, grasping both of Fluttershy's hooves in her own. "My dear, I only just learned the news tonight…and…I only just made the discovery about…about you being kept below by Discord, tonight as well," she sighed.

Fluttershy's eyes widened further at Madame Luna's revelation. "You…you know Discord?"

The older mare nodded her head, releasing Fluttershy's hooves and leaning back in the chair she sat on. "Yes, I know him," she sighed again and looked down at her own teacup. "One could say I was his…liaison to the outside world. The Phantom's representative to the world above."

"Of course," Fluttershy murmured, the pieces of this strange puzzle falling together. "How else would he have gotten food, fabric for clothing, even the money…"

Madame Luna lifted a dark brow at Fluttershy's words. "Money?"

Fluttershy nodded her head and then reached down, picking up one of the small bundles that she had carried in with her. She opened the bundle, reveling a cascade of gold coins. "He…" Fluttershy stopped momentarily to wipe one of her cheeks. "That is, the Phantom…he gave this to me…" she did not wish to explain the full reasons why Discord had given her the money, but she could tell the older mare her intentions. "He knew about my father too," she whispered. "He said I could use the money to free him."

Madame Luna nodded her head with understanding. She had provided Discord and his little family with many things over the years; food, fabric for clothes, parchment for music, books, candles, oil for lamps, and many other things. Yet she never gave him money, for she knew he would only waste it on prostitutes. She was aware that Discord had developed the art of pick pocketing, although he justified his stealing by only taking money from those who could more than afford it, such as the Prince. If Blueblood only knew how much money he was losing every night he went to the opera…

However, seeing this huge pile of money that Fluttershy had revealed caused the dance mistress to take pause and think about Discord in a new light. She had many thoughts go through her head when she saw Fluttershy that night; she had hoped her words would have softened Discord to at least the thought of releasing Fluttershy, but she had not expected that he would have done it so soon. Also, he had revealed to the girl that her father was in jail; yet something about the way Fluttershy had said, "he knew about my father too", caused Madame Luna's brow to crease with confusion. Fluttershy made it sound as if Discord had known for some time that Time Turner was in jail, which she knew for a fact was not true. Discord always tried to give off a stony exterior, yet when she had delivered the news to him earlier that night about Time Turner, he had been taken completely by surprise.

What had transpired between both Discord and Fluttershy after she left?

"That is a hearty fortune my dear," Madame Luna murmured, taking another sip from her teacup. "It will certainly be enough to help your father," she added, hoping to give Fluttershy a chance to smile.

Foolish notion, she thought to herself. The poor mare had just learned that her father, who had been missing all these months, was in jail somewhere in Maris. She wouldn't be happy until she and the old stallion were reunited. "Come," Madame Luna sighed, rising from her chair and reaching to take Fluttershy's teacup. "There is a spare bedroom next door to Soles's. I wish I could offer you better, especially a place away from my grumpy housekeeper," she muttered. Madame Luna wondered how Fluttershy had been living these past few months. Had she been caged? No, she could not imagine Discord being that cruel, however, she had never imagined Discord keeping a mare, period! Perhaps she slept in the same chamber with the others…on a pile of rags. This bed may be the first Fluttershy had slept on in a long time. The tiny servant's room may seem like a palace.

Fluttershy followed Madame Luna's example, and rose from her chair, hugging all the bundles to her body, afraid that if she let them go long enough, she may lose one of them. She said nothing; she simply followed the dance mistress to the spare bedroom she had mentioned.

"Here we are," Madame Luna motioned to the door. "There are clean sheets and blankets, and I promise to wake you as soon as it's dawn, and we will go at once to fetch your father."

Fluttershy nodded her head, although she knew that she wouldn't get any sleep that night. However, before Madame Luna turned to leave, Fluttershy reached out and grasped the older mare's arm. "Madame, I…I need to know something…"

Madame Luna looked at Fluttershy with concern, thinking that perhaps the mare wished to know what prison her father was being kept in, or how, perhaps, she had come to this information about her father.

However, her question was none of those things. In fact, it took the dance mistress completely by surprise.

"How…how well do you know the Phantom?"

Madame Luna looked down at the mare, Fluttershy's blue eyes shimmering with new tears and filled with a need to hear answers to many unspoken questions.

"Well," she took in a deep breath and began. "I met him when I was younger…not as young as you, but before I married, and not long after I began dancing in Maris. He was only seventeen at the time; I remember recognizing him from the carnival. I'm not proud to admit it, but I went with several mares to the carnival and I remember seeing him there, caged and beaten…" she spoke these words with such venom. "The night I met him, I thought I was alone. I was rehearsing for a complicated scene in the upcoming opera, when I heard a noise from off stage. I followed it and found him trapped, his leg caught in a trap door that led below stage. He had been looking for scraps, and when he heard me enter the auditorium, he attempted to flee but got himself caught," she sighed, remembering everything so clearly as if it were yesterday. "I helped him free himself, to which he said nothing, he simply dashed away. I was surprised that he was there, but I was also happy…happy that he had escaped such a horrible place. The next day, I stayed late again, only this time I had brought food with me. I placed it near the trap door I had found him at the other night, and sure enough, he came," she smiled softly to herself. "He was starving, it was quite obvious, and for the next few nights, that's what I did…I brought rations and would leave them by the trap door. And then, one night, he finally spoke to me."

Fluttershy had been enraptured by this tale, and all thoughts of how things had transpired earlier seemed to have vanished. "And? What did he say?"

"He said, 'could you bring more for my friends?'," Madame Luna could not help but smile tenderly at the memory. Fluttershy found herself smiling too, and then a wave of confusion coming over her. How could a stallion, who cared so deeply for his companions, be as cruel as he had been to her that night? It just didn't make any sense…

"The next night I did as he asked, bringing more food than usual. I soon learned that while he had eaten some of the food I had brought him the night before, he was giving larger portions to the others. This way, they all could have an equal share," she explained. "And then, the night that followed that one, Discord struck a bargain with me. I was to begin to tell ghost stories about a mysterious creature called The Phantom, who haunted the Maris Opera House, and who oversaw everything. If one didn't do as they were told, The Phantom would see to them. And then I was to say that The Phantom lived beneath the opera house, and anyone who dared to enter his domain, would not return…alive. And thus began the legend of the Opera Ghost," Madame Luna concluded.

Fluttershy looked up at Madame Luna, puzzlement still written across her pretty face. "In all the time you've known him, has Discord–I mean, the Phantom, has he…has he ever taken anypony…hostage?"

Madame Luna slowly shook her head, a hoof rising to brush across the mare's face. "No my dear, at least not that I have been aware of…" she paused, her own brow furrowing. "Of course…I did not learn that he held you prisoner until tonight," she confessed. "I had my suspicions, for instance, the night at the New Year's masquerade I thought I recognized you–and then my suspicions were confirmed when I realized the mare in gold had disappeared with Red Death…but I was never sure, until tonight."

Fluttershy had felt her heart lift and then dash into a thousand pieces. She had been hoping that Madame Luna would tell her that Discord was not capable of the cruelty he had inflicted. Yes, she knew he could be frightening, but she knew that his reasons were to protect himself and his friends from trespassers. However, if Madame Luna had only tonight learned of Fluttershy living below, there may have been other times she was not aware of Discord keeping somepony else below for…whatever purposes he had.

"You really should get some rest, my dear," Madame Luna murmured, coaxing Fluttershy into the small bedroom. "Tomorrow will be a new day, we shall find your father, and everything will be made right."

Fluttershy wanted to agree with the mare, but her heart was still breaking. She simply nodded her head and shut the door of the tiny bedroom. She placed the small bundles she had been cradling down upon the bed, eyeing them all carefully. There were four bundles total; the money that Discord had thrown at her feet, and the others were items she had gathered from her chambers.

She slowly sat down and began to unwrap them, her fingers shaking as each bundle slowly revealed its secrets.

One held the books Discord had given her. She ran her hooves across the leather bindings, remembering how happy she had been upon discovering her gift.

The second bundle contained the dresses Rarity had made for her. They were plain compared to the grand gowns Discord had fetched for her from the costume cages, but they were dear gifts that she treasured. A tear trickled down her cheek as she thought of her friends who she sadly did not say goodbye to.

The final bundle was one that Fluttershy was very wary of opening. It was the smallest of all the bundles, and she still questioned herself as to why she brought it. Yet at the time, when she looked at it, she couldn't imagine leaving it either.

Slowly, she opened the bundle, her hooves trembling as she did so. Inside, lay one of Discord's black leather gloves. One evening he had come to her chamber, and they made love for what felt like hours. Discord had dropped the glove, and she always meant to bring it to him, but always forgot. Tonight, she spotted the glove, and without another moment's hesitation, snatched it up and stuffed it in with her other bundles.

Fluttershy lifted the glove and ran her fhooves along the smooth black leather, remembering how his paw and claw felt when they had touched her, how tender he had been when they first made love, how careful he always was when they were together. He never rushed her, he always waited until she was ready; what had happened to them?

She squeezed her eyes shut as hot fresh tears began to pour down her cheeks. She ran the glove's smooth fabric along her cheek, wishing it truly was Discord's paw, that he would be there and tell her it had all been a horrible misunderstanding, that he didn't mean what he said, that it had been a nightmare–that he still loved her and would never do anything to hurt her.

She opened her eyes then, and let out a soft wail as she sadly realized she was still in the tiny bedroom. Indeed, this was a nightmare…but it was one that she was living.


Shortround winced at the rather ear-piercing shriek from Rarity and Derpy, but sadly nodded his head.

"S-s-she's…s-s-she's g-g-going away?" Derpy whimpered, her face already growing wet from tears.

Shortround sighed and reached out, placing one hoof on the hunchback's arm. "Yes…I'm afraid it's true. And she's not going away Derpy…she's…she's already gone."

Derpy's eyes widened in disbelief; this couldn't be happening! "But…b-but I thought…I t-t-thought s-she liked it here? I…I t-t-thought s-she liked us?"

Shortround squeezed Derpy's arm tenderly, wishing he could explain things better. "She does Derpy, she does, it's just…well…she just had to go."

"WHY?" Derpy cried, her face now shining from her spilt tears.

Rarity was also struggling with the news. "Fluttershy would never…she would never just leave without saying anything to us!"

"Well, she did, so get over it," Rainbow Dash grumbled from her corner.

Rarity turned towards the peg legged mare, her eyes narrowing into tiny slits of fire. "You had something to do with this, didn't you? DIDN'T YOU!"

Rainbow Dash sprang to her feet, her own eyes burning with the same angry fire. "You know nothing! Do not accuse me unless you have proof!"

"Stop it!" Shortround roared, his hoof already rubbing Derpy's shoulder, which was trembling from her sobs. "Fighting will not bring Fluttershy back; nor will it help the Master," he murmured.

Rainbow Dash and Rarity glared at one another before Rainbow Dash retreated back into her darkened corner. Rarity took Derpy's hoof in her own and led her over to her bed, where she coaxed her to sit down. The anger still burned within her eyes and veins, but she tried to calm herself so as not to upset Derpy further.

"You never cared for her, you always made that abundantly clear," she grumbled towards Rainbow Dash.
Rainbow Dash glared back at her, but said nothing. She simply stared at the shadows and huddled her body around the heap of rags that she slept on.

Shortround watched Rainbow Dash pensively for a moment, before Derpy's question interrupted his thoughts. "W-w-why…w-w-why d-did Fluttershy h-h-have t-to go?" She hiccuped here and there through her sobbing.

Shortround sighed. "You remember how the Master was giving Fluttershy singing lessons?" Derpy nodded her head. "Well…the Master made a bargain with Fluttershy; if she would let him train her voice, he would…he would release her when the time was right," Shortround lifted his hoof to brush away a tear that was trickling down his own cheek. "I suppose that he felt that now was the right time."

Raritys brow creased with confusion. "But…but surely she will come back? I mean…if what you say is true, if the Master truly made such a bargain with Fluttershy, then…then surely she would at least visit…"

"S-s-she h-has to!" Derpy wailed, before scooping up the tiny black kitten that was trying to sleep next to her pillow. "Carmen! S-s-she f-f-forgot Carmen!"

Rarity eyed Rainbow Dash from her corner, an uneasy feeling washing over her. "I'm not wrong with thinking that you do know something more to all this…" she murmured. Rainbow Dash said nothing, she simply huddled her body closer, attempting to turn her back on the prying eyes of her companions. "Rainbow Dash…" Rarity rose from Rarity's bed and began marching towards the mare. "Rainbow Dash you will answer me," she said through clipped lips. "You at least owe us that much."

"I owe you nothing!" Rainbow Dash snapped, turning slightly to send the mare a death glare.

Rarity was not phased one bit by the look. "What do you know about Fluttershy's leaving?"

Without warning, Rainbow Dash leapt to her hooves once more, this time she was bearing down upon Rarity, her eyes wild with anger and…something else. "You want to know what I know? FINE! But I will not be blamed for this!" she shouted. "I was doing my part for the Master, I was doing my job! He ordered me to search for the mare's father, that was EXACTLY what I did! And I found him, yes I found him!" she roared at all three of them. "He was in a prison cell, I overheard two police officers say his name and how they had been holding him for quite some time…" she paused as she recalled the danger of the situation. "They saw me…not my face, or my…" she glanced down at her leg and moved her arm behind his back. "But they saw my shadow and chased me…if it hadn't been for her, I would have…I…I would have…" her words trailed off as the nightmares from the past began to fill her head.

Shortround slowly approached the trembling mare, his voice calm and soothing. "Who helped you Rainbow Dash?"

Rainbow Dash woke from her trance and glanced into Shortround's eyes, before looking once more at the ground. "Madame Luna," she muttered. "She pulled me into her carriage and brought me back to the opera house," she paused for a moment before continuing. "She demanded that I take her to see the Master."

Rarity gasped, her hooves flying to her mouth. "Madame Luna was here? She spoke with the Master?"

Rainbow Dash nodded her head, but couldn't look into anypony's eyes. "She…she said it was important…and…and I knew it had something to do with Fluttershy…I…I didn't know what else to do, and I had to tell the Master about Fluttershy's father–"

"It's alright Rainbow Dash," Shortround interrupted. "Madame Luna can be a very commanding person; if you had not taken her to the Master, I'm sure she would have discovered her own way inside…and you're right, you had to tell the Master about Monsieur Time Turner."

Rainbow Dash said nothing; he simply kept her eyes to the ground. "I listened for a short while, outside the Master's chambers…they were arguing, he and Madame Luna; arguing about Fluttershy."

"Oh dear," Rarity whispered. "She must have thought the Master had kidnapped her and…and done terrible things to the poor mare!"

Rainbow Dash slowly nodded her head. "The Master must have heard me, because he quickly led Madame Luna from the chamber to another place…I…I dared not follow, the Master looked…I've never seen the Master look so angry in all my years of knowing him…"

A chill went down the spines of all four friends. They had known Discord for many years, and they had seen his fits of rage and the extremes his temper could be taken. But something about Rainbow Dash's words caused a sense of dread to creep into the hearts of all of them.

"Well, that explains it then," Shortround sighed. "The Master released her because of her father. If he was in prison, Fluttershy had to go and save him, naturally."

Rarity lowered her head, a feeling of shame washing over her. "I'm so selfish–I had forgotten all about the poor old stallion. Of course, Fluttershy had to go and save him, she had to go and be with him," yet Rarity's brow was still creased with worry. "But…but something still doesn't make sense. I understand Fluttershy's need for leaving, but…but why didn't she say goodbye?"

Shortround shook his head. "I'm not sure. Perhaps…perhaps she thought it would be too painful?" He reflected on his thoughts and slowly murmured, "You should have seen the Master's face. I…I've never seen him like that before…"

Rainbow Dash's eyes widened at these words. "W-w-what do you mean? W-was he still angry?"

"No Rainbow Dash, you do not need to fear him," Shortround reassured, but no calming smile creased his lips. Instead, his eyes shown the deepest concern a pony could ever show for another. "I've never seen the Master look…look so sad. As if his very life had been sucked out of his body–not even his music could give him joy. He just…he looked so lifeless, so–"

"He's in love," Rarity whispered, yet her words rang clearer than any bell.

Shortround sighed, and softly nodded his head.

The others stared at her, their eyes wide as realization slowly fell upon them. "I…I always wondered since the night Fluttershy had gone above to warn the Master if something…if something had happened between them…"

"They were spending much of their time together…" Shortround continued. "And the Master had given me specific instructions to come to his chambers this evening and bring my bible…"

"And he was hard at work when I brought Madame Luna in to see him," Rainbow Dash finished. "He was smiling when I first saw him…and then he became so angry, especially when Madame Luna began to…well, to accuse him of doing horrible things to Fluttershy…"

Rarity looked at the others, a tiny smile lighting her face. "After all this time…the Master has fallen in love."

"And that is why he released Fluttershy," Shortround sighed. "He knew her father needed her, and he knew she missed him dreadfully."

"But it wasn't enough," Rainbow Dash muttered. "She's still gone, for a good reason, yes, but she's not coming back, you said so yourself that the Master told you she's gone for good."

"But surely she will come back! I mean, where will the poor mare stay, even after she's saved her father?" Rarity bit her lip with worry. "I mean, she loves him! We all know that she loves him, and if he loves her…well, they should be together! And her father could stay here too, they could–"

"Rarity," Shortround interrupted, his eyes full of wisdom and truth, truth that Rarity did not want to see.

"Yes, yes, I know," she sighed, feeling tears burn her eyes. "I just…she brought light to our darkened world, and for once I believed in goodness because of her," she smiled as several memories of Fluttershy returned. "And while we have no choice to live in hiding…this is no world for a mare like her, or an old stallion."

Shortround nodded his head, although he too was saddened by the truth of the situation. "The Master knew what he was doing…and he did the right thing by letting her go."

"Yes, you're right," Rarity sighed, although her heart was aching with the sad truth. "I just hope Derpy can understand why she had to go. Derpy?" she turned towards the mares's bed, but gasped when she realized she was gone.

"Where…where did she…?"

"Must have left while we were talking," Rainbow Dash grumbled. "Took that blasted kitten with her too," she pointed to the blank spot on the bed where Carmen had been sleeping.

"Oh dear," Rarity bit her lip. "We have to find her, she won't understand, she'll think Fluttershy abandoned her–"

"It will be all right," Shortround soothed. "We'll explain everything when we see her later, but for now, let her have some time to herself."

Rarity nodded her head, but a horrible feeling was washing over her body. "Yes, of course…it's just…something doesn't feel right," she murmured, more to herself than to the others. "Something doesn't feel right at all…"


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"What do you mean this isn't enough? I have well over 300 franks in gold!"

The officer groaned and shook his head, feeling a pounding migraine come on from the young mare's screeching. The sun hadn't even peeked over the horizon when the young mare came barging into the station, demanding that her father be released at once. Behind her followed another mare, dressed in black from head to toe. The officer recognized the older mare immediately, yet tried to advert his eyes from hers; she made him feel like a fly caught in a spider's web.

"I'm sorry mademoiselle, but it is not enough, as I've told you now for the fourth time."

Fluttershy's eyes narrowed into hateful slits. She wanted to leap across the counter that separated her from the police officer and strangle him. It seemed as if some of Discord's violent ruthlessness had rubbed off on her.

"What crime has this stallion committed?" she barked at him, her hooves flattening on the counter top, as if preparing herself to vault over it and throttle him. "He is an old stallion, gentle and harmless; he's MY FATHER!" she shouted, not caring if her scream caused the officer to wince in pain. "I DEMAND THAT YOU RELEASE HIM AT ONCE!"

"I CAN'T DO THAT!" the officer shouted back, his own rage clearly seen in his pale brown eyes.

Madame Luna, who had been standing by and watching the scene this whole while could not be silent any longer. She had entered the station, determined to keep her mouth closed, knowing that this was Fluttershy's battle, and thinking that with over 300 gold franks. Time Turner would be in the mare's arms before one counted to ten.

Something wasn't right; a stallion like Time Turner could be released with less than 100 franks. No, they were keeping him for some reason…or for some one. And Madame Luna had a good idea who was behind it…

"Why exactly can you not release him?" she asked, very calmly, surprising both Fluttershy and the officer with her tone. Yet despite the tranquility of her voice, her eyes held only dark wrathful promises if the officer did not respond to her liking.

"I…that is…" he swallowed the growing lump in his throat, trying to keep his wits about him despite the cold stare she was sending his way. "This stallion is a lunatic, for one."

"HE MOST CERTAINLY IS NOT!" Fluttershy shouted, pounding her hoof down on the counter.

"The stallion was raving about a monster!" the officer continued, ignoring Fluttershy's protests. "He came in here, talking about some sort of masked fiend that had stolen his daughter, or something like that. He was clearly mad! Such a stalion is not safe in public!"

Fluttershy's teeth clenched at the man's words. "I am his daughter!" she hissed. "And I am here, now, so you can release him!"

The officer turned back to Fluttershy, weary of the mare's screeches and fits of temper. "Yes, mademoiselle, I see that, but all the more reason to point to the stallion's lunacy! And how do I know you're the stallion's daughter? You could be some strumpet that was hired–"

"You dare you speak to a mare in such a way?"

Both Fluttershy and Madame Luna had been prepared to throw their hooves at the officer for saying such things, but the third voice stopped them and they turned to see who had spoken…both completely shocked at the figure that stood in the doorway.

"Monsieur Prince!" the officer gasped, bowing as if being presented before royalty. "I…I didn't mean…that is…I beg your pardon, monsieur, but I–"

"You were simply being an imbecile," Blueblood growled at the officer. "Now apologize at once to the mare!"

The officer stared at the Prince as if the stallion were a strange creature from another world. Then, he immediately turned toward Fluttershy and began apologizing for his behavior in a series of blubbers.

Madame Luna simply watched with narrowed suspicious eyes.

"It's a start," Blueblood growled once more, turning away from the officer to face Fluttershy.

Fluttershy stared up at the hoofsome Prince, not sure what to say or think. Of all the ponies in this world who would come to her defense, he was the last stallion she had ever imagined doing so. True, while the Prince had the appearance of a gallant knight coming to a maiden's rescue on a charging white steed, she knew him to be pompous, arrogant, and extremely conceited. Also, his behavior in the past did not win him merit for being chivalrous. So what was he doing there?

"Mademoiselle," Blueblood greeted with a deep bow. "I apologize for the rudeness you had to endure just then; I promise you I shall speak with this stallion's superior on your behalf."

Fluttershy gave a slight curtsy out of politeness, but still looked at the Prince with wary eyes. "I thank you for your offer, but that is not necessary–I'm sure nothing of the sort will be necessary if he simply accepts my offer and gives me what I have come here for!" she hissed once more at the officer.

Blueblood turned his head, his eyes catching the officer who was fidgeting nervously from all the stares he was receiving. "And what offer is that, mademoiselle, if you don't mind me asking?"

Madame Luna wanted to open her mouth and shout at the Prince to stop playing games. He knew why they were there, she was sure he was responsible for Time Turner's imprisonment; she just needed proof.

She was surprised when Fluttershy responded to the Prince's question. "They are keeping my father prisoner," she explained, lifting her chin in defiance. "I offer over 300 franks in gold, and yet I am told it is not enough to release him!"

Blueblood's calm coolness almost fell away at the mention of the amount of money she carried. Over 300 gold franks? Compared to his vast wealth, the amount was nothing; but where did she obtain such an amount? Fluttershy's puzzled expression reminded him that his questions would have to wait for a later time.

"Keep your money, mademoiselle, I shall take care of the payment."

Everypony in the small lobby stared at the Prince, as if he had just announced he was going to fly to the moon by simply sprouting wings. "I…I b-b-beg your pardon?" Fluttershy finally stammered after the shock had washed over her.

"Monsieur?" the officer asked, his eyes filled with confusion.

Blueblood reached across the counter, grabbed the officer by this coat collar, and shook him hard. "RELEASE HIM!" he roared, before pushing the officer away from him in disgust.

The stallion didn't say another word; he scrambled away from the Prince and went through a door that led to the prison cells. Madame Luna eyed the Prince suspiciously once more; she had not missed the officer's surprise by the Prince's declaration.

Fluttershy's heart began to lift as she saw the officer disappear, wondering how her father was, anxious to see him and to hold him close. She looked up at the Prince, joy lit in her face, but confusion still clouding her eyes. "W-w-what do you mean y-you will take care of the payment?"

"I mean exactly that," Blueblood said, bowing to her once more as he had done before. "Keep your money and allow me to do this for you."

"But monsieur, there is no need for that–"

"Nonsense," he interrupted, reaching out and taking her hoof in his. "It may come as a surprise to you, mademoiselle, but I remember your father's kindness to me. And if there is any way I can help either of you, please, do not hesitate–"

Madame Luna was seething, but before she could do anything, the door the officer had gone through burst open once more, and several stallions came out, each hauling another stallion forward.

"PAPA!" Fluttershy cried, rushing past the Prince towards the frail old stallion, pushing through several of the officers so that she could throw her arms around her father.

But she stopped short, her breath catching in her throat and her face paling at the sight. "P-p-papa?" she whispered, her voice barely audible. Her father wasn't walking; these stalllions were dragging him. A hoof flew to Fluttershys mouth as she took in the sight of her father–there were bruises on his face, a cut on the side of his lip, he was covered from head to toe in absolute filth, his clothes were mere shreds of fabric, and he looked so thin and frail…as if he could snap in two by a simple twitch.

Cold silent tears coursed down her cheeks. "What have you done to him?" she gasped, her eyes wide with fear and anger at the officers who were holding him. "YOU MONSTERS! WHAT DID YOU DO TO HIM?"

Time Turner let out a great cough and Fluttershy's attention fell to her father once more. She pushed the stallions away from him and wrapped her trembling arms around her father's weak and feeble form. "Papa…Papa, it's me, I'm here…I'm here," she whispered into his ear as she held him even tighter, fighting back the sobs that threatened to burst forth.

"H-h-he d-d-did it to himself, mademoiselle, I swear!" one officer argued, but quickly shrank away at the cold stare Madame Luna sent towards him.

"Papa? Papa, it's me, it's Fluttershy, I have you now, you're safe…Papa, don't you understand me?" there was still no answer from the frail old man. "Papa?" Fluttershy turned her face up towards the officer who had been there earlier. "What's wrong? Why can't he talk?"

The officer sighed, glanced briefly at Blueblood, and then looked back at Fluttershy. "He's been sick for some time mademoiselle–one prisoner that we brought in had Consumption…he infected over half the prisoners and two officers."

Fluttershy's eyes widened in horror at the stallion's words. "WHY DIDN'T YOU GET A DOCTOR?"

The officer stared at her as if that were the oddest thing to suggest. "Beg your pardon, mademoiselle, but…they're prisoners. It would be a horrid waste of money–"

"Do shut up," Blueblood growled at the stallion, jabbing the officer's stomach. He glared for a long time at the small crowd of Maris policestallions before kneeling down to where Fluttershy held her father on the floor. "I have a carriage just outside. Is there some place I can take you? I will have my valet fetch my doctor and he will examine your father."

Fluttershy was so overtaken by the shock of the situation that she had barely heard the Prince's offer. She simply stared up at him, her cheeks moist with tears.

"There will be no need for that," the dance mistress hissed, pushing her way past the stunned Prince and bending to help Fluttershy lift the old stallion to his hooves. "I have my own carriage to transport us, and I will have my doctor fetched to help Monsieur Time Turner. Good day to you monsieur!" she icily snapped.

Blueblood's eyes narrowed at the figure of the dance mistress, but he did not hesitate to help carry Time Turner out of the station and to Madame Luna's carriage. Any other day, Madame Luna would have told the Prince to shove off, but both she and Fluttershy were struggling to carry the old stallion, so for this moment, she bit her tongue.

Once Fluttershy's father was securely inside the carriage, Fluttershy turned to face the Prince and gave a small curtsy. "Thank you, monsieur," she said simply, before climbing into the carriage herself.

However, before the door shut, Blueblood reached out and grasped one of Fluttershy's small, gloved hooves. "Please, should you need anything…anything at all, do not hesitate to ask."

Madame Luna took hold of Fluttershy's wrist and pulled her hoof away from the Prince's. "You're too kind, monsieur," she muttered sarcastically, before shouting instructions to her driver.

"Do send me word when he recovers!" Blueblood called out to Fluttershy, watching as Madame Luna's gray carriage disappeared around a corner. He stood there for a long moment, gazing down the street, contemplating on all that had taken place.

She was free.

Her face, while he was pleased to see it, was the last he had expected to greet him at the police station that morning. And he had not failed to notice that Madame Luna was with her; somehow Madame Luna had learned that Time Turner was being kept there, yet it seemed she had not managed to figure out how he had come to be there, or who was responsible for keeping him there.

Just as well, he would not have his plans ruined, not when he was so close to obtaining that which he desired more than anything. How she managed to escape the Phantom's realm he knew not, but that would be learned soon enough. Right now, he had more pressing concerns to attend to.

Fluttershy paced back and forth in her room, hugging the red shawl she wore around her shoulders ever closer to her body. She could not stand this suspense; it was driving her mad! The doctor had been summoned the second she and Madame Luna reached the older mare's town house. Madame Luna ordered Soles to immediately begin boiling water, and had Cosmic carry the old stallion up to Madame Luna's own room. Within the hour, the doctor was there, and had been there all morning and a good portion of the afternoon. While the doctor said nothing, Fluttershy's worst fears were growing by the second…

Her father had Consumption, or heaven forbid, Influenza. The way the doctor hovered around him, checking his pulse, checking his heartbeat, ordering for more hot water, fresh linens, and more pillows to elevate his head…

Fluttershy could not bear it any longer, she broke down in sobs and the doctor had to order her to be taken out of the room. She sat in the tiny servant's bedroom just a few doors down, but she could still make out some of the hushed whispers between the dance mistress and the doctor.

It wasn't looking good.

The doctor kept commenting on her father's breathing, how it wasn't regular, it wasn't right. He would also comment on how weak his pulse seemed to be growing, and Madame Luna would respond if there was any more she could do, but the doctor never responded, he simply commented on how they had to wait; wait and see what happened.

Fluttershy couldn't sit still, she had been pacing for what felt like hours, and her eyes were red, swollen, and dry from all the tears she had shed. What would she do if her father never recovered? She didn't want to think of such things, but the impending doom of the situation continued to grow further and further with every passing hour.

She couldn't lose her father after finding him again. There were so many things she needed to tell him, so many things she wanted to say.

She wanted to apologize for being so selfish and losing herself in the arms of another stallion, a stallion who was in fact the enemy, a stallion who had attempted to kill her father, and in the end, threw him out onto the streets to suffer at the hooves of the elements and the cruelty of humanity.

She had been so foolish. She was an ungrateful child, playing princess in a dark mystical realm like the characters from her gothic novels, never thinking about the world above, never thinking about the suffering her father was enduring, not just physically, but emotionally as well. He must have been so worried for her…and what had she done?

She lost herself to passion. The fires were kindled within her heart, but how quickly they were extinguished when reality came crashing down.

Discord had been right…

This was no fairy tale. He was no gallant hero that turned into a hoofsome prince from true love's first kiss…

She had been such a fool. A fool for losing herself in passion, a fool for giving her body away too easily, a fool for…for falling in love…

God above, help her. She still loved him…

She collapsed onto the bed, pulling her knees up to her chest and curling up into a tight ball. How could she have been so blind? She always thought of herself as being a sensible person, thinking with her head instead of her heart. Perhaps that was the problem…perhaps she had clouded her head with too many gothic romances?

She shut her eyes, praying to drown out the sounds of servants, rushing back and forth along the corridor carrying pots of boiling water and clean linens. She didn't want to hear the doctor give yet another poor diagnosis, she didn't want to hear the hopelessness in Madame Luna's voice, she didn't want to hear her father's gurgled breathing, but then when it stopped, her heart would only freeze with horror that perhaps he had stopped breathing.

She just wanted everything to be as it had been, before coming to Maris, before losing their farm, before her mother died…


No. This was the last thing she wanted to hear…


"Go away," she whispered into the sheets, burying her face against them, wanting his voice to vanish completely from the world. She did not think herself strong enough to listen to his voice, to the seductive combinations of his baritone and tenor.

"Fluttershy, I have missed you…"

"Discord please," she whimpered against the sheets. "Do not do this, leave me be."

"Come back to me…come back and stay with me…"

Her heart skipped a beat at the words. "I can't…you don't love me, you told me it was all a lie…"

"I do love you Fluttershy…I'm sorry for hurting you, I wanted to spare you of the life you would have lived, locked under ground, separate from the world above–I thought I was doing the right thing, sacrificing my desires so that you would not be condemned to the same life I am."

Fluttershy held her breath at his words. He loved her? Everything he had done…all those horrible things he had said…they weren't true?

With a shaky breath, she lifted her head away from the sheets, her eyes glancing upward towards the wall in front of her. She let out a gasp as she saw his shadow cast against the wall from the setting sun.

She was not sure she had the courage to face him. "No more lies Discord. I…I don't know what to believe anymore…"

"Believe that I love you. I know that I have betrayed your trust, I know that I have caused you pain, and I curse myself for every tear that I caused you to shed. I…I thought I was doing the right thing…I thought I was being selfish, keeping you in my world, a world without sunlight, a world without fields, forests, and horizons. I thought that perhaps…it is better that she leave, but that she leave hating me, despising me, wishing she had never known me…and then perhaps her pain would be less. Perhaps she could live the life she was meant to live, forgetting me completely, or at least sooner than…than I would be able to forget her. In truth, I would never…I could never forget you. You not only taught me to love, Fluttershy…you taught me that I was not a monster, but a stallion. You showed me passion, faith, hope…and goodness. I…I do not blame you if you hate me, in fact, I do not ask for your forgiveness for I do not deserve it. I do not believe I am worthy of your forgiveness, let alone your love. But I do realize that what I did, saying what I said, forcing you to go…was the most foolish thing I have ever done in my whole life. I understand if you struggle with trusting me, I do not blame you…but please know this…I will spend the rest of my days telling you and showing you, how deeply I love you. I will gladly worship the ground on which you tread, and spend my life pleasing you in whatever manner I can."

Fluttershy did not think she had any tears left in her body, but slowly, she began to feel them trickle down her face. She looked down at her hooves; they were shaking. "You…you really love me?" she asked, her voice barely above a whisper.

She let a long shaky gasp, as she felt his paw touch her shoulder, gently, but warmly. "More than music itself," he whispered back.

She could not hold back any longer. Her heart was bursting, just as the tears were bursting forth, gushing in streams down her cheeks. "Oh Discord!" she turned then, ready to throw her arms around her lover, her friend, her Phantom…

"Fluttershy! Fluttershy!"

Her eyes flew open as she felt her body being shaken. She looked up through wet lashes, her hopes sinking as the face she gazed at was none other than Madame Luna's.

It had been a dream.

"You fell asleep my dear," Madame Luna informed, helping Fluttershy to sit up. Fluttershy's heart sank even further as her suspicions were confirmed. She should have known that it was a dream, after all, how could Discord have been there in Madame Luna's home? It just…it had all felt so real, even the touch of his paw on her shoulder…

"I have wonderful news!" Madame Luna said excitedly. Fluttershy quickly wiped her cheeks, took a deep breath, and turned to face the dance mistress, determined not to give anything in her eyes away about her recent dream. "Your father…" she began.

Fluttershy's face lit up at the words. "Is he better?" she asked, her voice so shaky. Lord, she prayed that this wasn't a dream either…

"Oh much better than that!" Madame Luna grinned. "He was suffering from a severe fever, but it has broken. The worst is over! And he did not have Consumption as we had feared. And…" she smiled, squeezing Fluttershy's hooves. "He is calling for you…"

Fluttershy's eyes widened. "He's…he's awake?"

Madame Luna simply nodded her head, and watched with happiness as the mare leapt from the bed and ran to the room where he was lying. "PAPA! PAPA!"

Time Turner's head lifted at the sound of his daughter's voice, and he cried out happily as she burst through the door and flew to his bedside. "FLUTTERSHY!" he gasped, so pleased to see his daughter safe and sound, his frail arms wrapping around her as she collapsed against him, hugging him so tightly.

"Oh Papa…" she cried against his chest, her arms holding him even tighter. He was safe, he was awake, and he was breathing strongly; everything was going to be fine.

"Oh my sweet mare," Time Turner murmured into Fluttershy's hair, his hoof running through the pink tangled waves. "How I have missed you and how I have longed to know if you were alright."

"I'm fine, Papa, I'm fine," she grinned through the joyful tears that were trickling down her face. "Oh I missed you so much, I was so scared, so very scared…"

Time Turner's arms, while still very weak, tightened around his daughter at her words. "Hush my dear, there's nothing to be afraid of anymore…you're safe."

Fluttershy frowned slightly at his words, and then realized what he meant by them. "Oh Papa, no, you misunderstand, I meant I was scared that you weren't–"

"How did you escape?"

Fluttershy was taken aback by her father's question. In truth, it was something she had not considered. Would he believe her if she simply told him that the Phantom had released her? Would anyone?

Her father gripped her by the shoulders and forced her to look at him, fear written across his face. "Did he hurt you?" he asked, his voice shaking with terror, but trying to sound strong. "Did…did he…" he couldn't bring himself to say the words; it was too horrible to even comprehend.

Fluttershy took hold of one of his hooves and gently squeezed it. "I am fine Papa, no, he did not harm me in any way…"

Other than breaking my heart, she thought to herself. But even that seemed odd. His words at the time were biting and horrible, meant to cause grief, anger, and pain. And yet her recent dream…made some sort of odd sense. His face had been so cold, and yet…did she not see pain in the very depths of his eyes? And if truly he had only meant to use her for his own purposes…why was he so gentle with her when they made love? Why pretend to love her? Why pretend to be tender, to be caring? Why care at all to how she felt when they laid together? Even the greatest actor in the world could not pretend all that.

Or did her heart simply want to believe in her dream?

"Fluttershy, please! I need to know!"

She awoke from her trance and gazed back at her father who looked desperate. "Answer me, please…how did you escape?"

Fluttershy did not know why Discord had said those cruel things, but a part of her, once a tiny voice now growing louder and louder, wanted to believe that his cruelty had been the performance, not his love. "I didn't escape Papa," she murmured softly, taking his hooves in hers and smiling gently into his eyes. "He let me go."

Time Turner stared back at his daughter, his brow furrowed with confusion. "W-w-what?"

"It's true," Fluttershy sighed, squeezing his hooves tighter. "He released me…he told me I was free to leave."

Time Turner continued to stare with confusion. This didn't make any sense! "That horrible…monstrous…fiend, simply let you go?"

Fluttershy knew it would be too hard for her father to believe. After all, his only encounter with the Phantom had been one filled with malice, fear, and revenge. How would he even begin to understand that during the long months she had spent with Discord, she was treated more like an equal, than a prisoner?

"He's…he's different now, Papa…" she softly murmured, unsure if he heard her.

At least he seemed different, Fluttershy thought to herself, sadly.

Time Turner shook his head, confusion still etched across his face. "I just don't understand…I truly don't understand…"

Fluttershy gave his hooves another squeeze before bending her head to kiss his brow. "The important thing is that we're together, and we're both safe," she smiled, tenderly touching his cheek.

Time Turner gazed back up at his daughter and returned her warm smile. "Yes, yes, you're quite right. And while I do not understand how…how such a beast could show such mercy by letting you go…I am grateful that you are here. Oh Fluttershy, I have missed you," he sobbed, pulling her back into his arms and holding her close.

Fluttershy smiled, despite the tears, and hugged him just as tightly. But was it truly mercy that Discord had shown? While she was grateful to be reunited with her father, she also longed for her Phantom.

She cursed herself for being silly and selfish; basically she wanted her cake and to eat it too, but in truth, that could not be. She could not have her father and stay with Discord, and vice versa. Perhaps the dream had been truer than she had thought; perhaps Discord had long since realized that the two of them could never be…and decided to end this fillyish fantasy.

She quickly wiped her eyes before looking back at her father, forcing a happy smile. "I will go down at once and get you some hot soup. You need to eat if you are to get your strength back," she smiled, leaning once more and kissing his forehead.

Time Turner smiled as Fluttershy rose from the bed and walked towards the door. "It is so good to see you again," he sighed happily.

Fluttershy turned and smiled back, forcing her breaking heart to stop its selfish splintering. "I love you Papa," she whispered.

"I love you, my mare," he murmured back, before settling under the blankets and gently closing his eyes. She watched him for a moment longer, before finally turning and shutting the door.

"Soles is making some soup," Madame Luna murmured, startling Fluttershy in the corridor. "You look tired my dear, perhaps you should get some rest?"

Fluttershy's eyes went wide at the dance mistress' suggestion. While she could not deny she was tired (unless one finds oneself greatly worrying over something, one will not understand how exhausting worry can be), the mere thought of falling asleep and having another dream, frightened Fluttershy. She was not sure if she could bear the reality that the last dream had presented, again.

"I'm fine," Fluttershy lied, smiling at the dance mistress. "I'm just so happy that he's alright. Oh Madame Luna, I cannot thank you enough for all that you've done."

The dance mistress smiled, but she could not stop thinking about the words Fluttershy had spoken in her sleep earlier, when she had gone in to wake the poor girl up.


Fluttershy had cried out Discord's name, and she had said it in such a way that Madame Luna found herself doubting her original suspicions about what had gone on between the Phantom and his prisoner. Was it possible? Did Fluttershy return Discord's affections?

"Madame Luna?"

The older mare shook her head, realizing that Fluttershy was looking at her with some worry. "I'm sorry my dear, I believe I am feeling a little exhausted myself. But sleep will have to wait," she turned towards the stairs and began to descend them. "I must go to the Opera House and see how the dancers are doing with rehearsals. But I will be back shortly, as will Twilight," she smiled up at the mare.

Fluttershy had forgotten all about the opera. She remembered Madame Luna mentioning something about it the night before to Twilight. She decided it was something she need not think about at the moment, besides, after recent events, she was not even sure if Discord would want her in it. She was not even sure if she wanted to be a part of it…

"I'll tell Soles to bring the soup up when it's ready," Madame Luna informed, before disappearing through the kitchen doors.

Fluttershy smiled faintly, her thoughts already filling with questions about Don Juan Triumphant, but those thoughts quickly disappeared when she heard a strange sound come from the servant's bedroom she had been occupying earlier.

Her heart leapt into her throat as she distinctly heard the sound of a stallion's voice, grunting. Was it possible? Was Discord…had Discord…?

She flew down the small corridor to the room she had been in earlier, throwing the door wide open. "Discord?" she called into the growing darkness.

Something moved in one of the shadowy corners. Fluttershy held her breath as she watched the figure, which had been crouched on the ground, rise to its full height…


Fluttershy gasped at the voice, and slowly, her eyes adjusting to the shadows, she realized who exactly had crept into the room. "Derpy?"

Derpy slowly emerged from her hiding place, looking both happy and bashful at the sight of her. "Oh Fluttershy!" she cried out, engulfing her in her big arms and pulling her tightly against her

Fluttershy was happy to see the hunchback too, but had to push against her slightly so that she would not crush her completely. "I…I k-knew I c-c-could find you!" she grinned. "I…I just…I just f-f-followed your f-footprints in the snow…a-a-and w-waited till it got d-d-dark, before c-c-climbing through the w-window," she stuttered proudly.

Fluttershy stared up at her as realization slowly dawned on her. "You mean…you followed me all the way here last night?" she gasped.

Derpy nodded her head.

Fluttershy shook her head, trying to grasp everything Derpy was telling her. "But…but if you've been there all day, why didn't I see you when Madame Luna and I took the carriage and left for the police station?"

Derpy looked down at his feet. "I…I didn't want M-m-madame Luna to s-s-see me. I was a-a-afraid she would force me t-t-to go back. S-s-so I hid u-up in the rafters when you t-t-took the carriage…a-a-and when you brought it back."

"But why Derpy? Why did you follow me?" All she could think about was poor Rarity and how worried the mare must be.

Derpy looked at Fluttershy strangely. She had thought it had been obvious to why she had come. "Y-y-you l-left w-w-without s-saying goodbye," she whimpered softly. Fluttershy felt her heart sting with pain. "A-a-and you f-f-forgot Carmen," she explained, reaching into her pocket and pulling out the black kitten, which mewed in protest from being removed from its warm cozy pouch.

Fluttershy bit her lip, determined not to show Derpy any tears. She reached out and gently rubbed her hoof against the kitten's furry head. "Thank you, Derpy," she whispered, taking the kitten in her arms and gently petting it till it began to purr. "But now that it is dark, you must hurry back. Rarity must be sick with worry–"

"B-b-but you're coming w-with me, a-aren't you?"

Fluttershy looked up at Derpy's face and saw the hope within her eyes. Of course, she should have realized. She had come not to say goodbye, but to bring her back…to bring her home.

"Derpy…" Fluttershy placed Carmen on the bed, and then reached out to take Derpy's hoof in hers. "I know that this might be hard to understand…but I can't go back…" Even if I wanted to, she silently thought to herself.

Derpy's face scrunched up with sad confusion. "B-b-but w-why?"

Fluttershy sighed. "Well, you see, my father was in prison…but now he's free. But he was very sick and is only just now getting better–"

"You c-c-can bring him!" Derpy cried, hope once more returning to her voice. "I mean…w-w-when he g-g-gets better, y-you can bring him b-back w-with you."

Fluttershy couldn't help but smile at Derpys solution. If only it were that simple. "I wish I could," she sighed. "But…my father needs me. And…I need to stay with him…here."

She could not have both worlds, it was just not meant to be. She couldn't be selfish any longer, she had to make a choice…and she had made hers. Either way, her heart would break.

Derpy looked back at her, the sadness returning to his eyes. "B-b-but…b-but I thought…I thought you liked us…"

Oh God, give me strength, she prayed. "I do, Derpy, please believe me, I do like you…all of you, and I will miss you very much."

"Is it b-b-because of t-t-the Master?" she asked.

Fluttershy felt her body grow tense. Did Derpy know all that had happened?

"I k-know t-t-that the Master c-can be s-s-scary sometimes," she continued. "A-and I know that he's ugly–"

Fluttershy had to interrupt. "He's not ugly," she stated firmly. "None of you are ugly. It's the world that's ugly, for not seeing the beauty within the heart and soul of it's fellow pony."

Derpy couldn't help but