Welcome to my very first MLP fanfiction! This is an idea I've had rattling around my head for a while. It starts out relatively slow and my OC isn't revealed until a little later in the plot, but trust me, this is going to be pretty deep and intense. Rated M for safety (some TwilightxCelestia and much later OCxRarity, and romance/violence/blood/terror later on). Also, this operates from my own headcanon and the events post-Season 2, not taking Season 3 into account.

General Disclaimer: I don't own MLP or any of the characters/locations/names. They belong to Hasbro or the Hub or Lauren Faust or other copyright holders.

-Update 10/22/13: Chapter twelve is live and also I've gone back and fixed some more errors. Each chapter now has a time system of sorts so the timeline and flow is easier to understand. Reviews are appreciated! Thanks for reading! :D

CHAPTER ONE: DOUBTS

October 4, 1402 A.C. (Anno Celestia)

Equestria

"So tell me again, Twilight, why are we back in Canterlot so soon?" asked a small purple-and-green dragon named Spike. "Weren't we just here for the wedding two months ago? I had too much fun from the LAST party. Not to mention the after party in Ponyville that Pinkie Pie threw for everypony. And then the party after that one." His voice dropped to a mutter. "God, the confetti… took me all night to get the glitter out of my ears, too. And my scales were covered in chocolate frosting."

The lavender unicorn tossed back her mane and looked at her assistant. "Yes, Spike, but I've had something on my mind since then and I think the answer might be here in the Archives. I couldn't let it go any longer because my schedule is completely filled after tomorrow. There's the appointment I have with Rarity tomorrow at the spa, and then our annual fall camping trip is coming up too."

"What's so important that it couldn't wait until…"- Spike stifled a large yawn- "…later in the day?"

Spike, of course, resented being parted from his basket for the pre-dawn trip to Canterlot. Somewhere on the upper floor of the three-story library he shared with Twilight Sparkle was a blue blanket calling his name. He was no fan of Twilight's disorienting teleportation spells either.

Over the past few months, the pony had improved her mastery of the spell and loved to practice it around the house, constantly popping in and out of the air with purple bursts of magic and startling the fire right out of Spike. Twilight had nowhere near the range and finesse of a powerful alicorn such as Princess Celestia, but had learned to travel between Ponyville and Canterlot with a series of short-range jumps. She could also bring Spike along with her, provided he was on her back or at least holding onto her hoof, and deliver both herself and her assistant with reasonable accuracy. Although there was that one time when she missed and ended up teleporting us right into Celestia's washroom, Spike thought ruefully. That was awkward. The spell moved matter instantaneously across distances and the sensation was like a sudden, concussive seasickness no matter what the distance traveled. He had no clue how Twilight endured it.

"Spike, the morning is the most special time of day! My mind is always at its sharpest after a good night's sleep. I'm also alert late at night too, which makes no sense when you think about it. So if I'm alert at any time of the day, then how do I explain how I get tired all the time? Besides that, we got to watch Princess Celestia raise the sun! Not just anypony gets front-row seats."

"Which we used to have, every day when we lived here in Canterlot," Spike remarked.

Twilight rolled her eyes. She nodded her head in greeting to two of the guards flanking the Starswirl the Bearded wing of the Archives, indicating that she wanted access. The armored unicorn guards bowed to her and unlocked the gate with a sweep of their horns.

To Twilight, these massive wooden doors were like the very walls of Canterlot. They represented the dividing line between knowledge and the lack of it. To pass through them was to enter another country, a country with borders of towering marble and rivers of parchment. She took a deep breath and inhaled the lively aroma of history.

She gazed at the main shelves that were taller than eight ponies standing atop one another, their top shelves only reachable via ladders. The amount of precious scrolls and tomes in these shelves always took Twilight's breath away. Knowledge existed from hundreds of years ago, even from before Princess Luna's banishment to the moon and some that preceded Princess Celestia herself. When she was a filly and under the Princess's personal guidance, she had once heard that there were magical documents stored here that even Celestia would not study or touch.

---

Eleven years ago…

After officially making Twilight Sparkle her protégé, the graceful alicorn began by giving her a tour of the palace and the Archives. The Princess's golden shoes made tinkling sounds on the stone floor. She laughed musically at Twilight's open-mouthed face when the filly saw all the books. "Impressive, is it not? The work of centuries and more magical knowledge than even I know."

Twilight exuded pure excitement. Her eyes were as big as ripe apples, mouth open in wonder as she tried to take in all the sights at once. "There is much you do not know about magic, little one. A lot of ponies forget that there were times in Equestria's history when magic was used to harm as well as heal; when ponies cast spells with the intent to take the lives of other ponies. We live in peaceful times now but some of the knowledge of that time survives in this library. A reminder of the mistakes we made, if you will."

Little Twilight could not make sense of this cryptic talk. Ponies killing other ponies? Death was only a vague and terrifying concept to her, heard in stories and never experienced, and the word itself sounded sinister. She shuddered and drew close to the Princess's knee.

Princess Celestia realized that she had scared Twilight by mentioning such things; she stroked Twilight's mane with her golden hoof and said, "You have nothing to fear from learning magic, dear Twilight. But there are things that you should stay away from until you are old enough to understand them and not fear them. Magic is a gift to unicorns and we have to use it responsibly and teach it to the next generation. Someday you will become a great and wise magician as well."

She looked up at Celestia with wide eyes. The moment of fear had passed and she knew that her teacher would keep her safe. Celestia set her hoof on Twilight's shoulder and led her through the ancient shelves.

---

"Ummm… Twilight? Equestria to Twilight." Spike waved his claw in front of Twilight's face. "Don't tell me you're having those trances again."

"Sorry, Spike. Just a flashback."

That was, as she recalled, the first time she had heard Princess Celestia's soft and mischievous laugh. She learned a lot about her Princess during the years she lived in Canterlot, including a more playful persona she usually kept hidden from royalty and those who were not close to her personally. This persona tended to burst out of her at unexpected times, in often strange ways, and Twilight loved her more for it. One could not ask for a better teacher. Her heart fluttered with excitement on possibly seeing the Princess again and a slight flush graced her cheeks, something that was not unnoticed by Spike. The dragon sighed and chalked it up to one of her 'moments'.

A minute later, Twilight could not figure out why she had blushed when she thought of the Princess. Maybe there's just too much on my mind these days.

The pair slowly walked through the rows of texts. This was the Starswirl the Bearded wing, named after the famed unicorn who lived before Equestria's founding, and the texts here all related to magic in some way. The rows to her right held magical history and the genealogies of long-forgotten unicorns; to her left were spellbooks of all stripes. The stone pillars of this place were breathtaking.

"Are you ever going to tell me what you're looking for, so I can help you?" said Spike.

Twilight stalked among the aisles, nosing the spines of book after book. She loved the smell of books. That dry, dusty, inviting aroma that tickled her nose and often made her sneeze, if the book had not been dusted recently- it made her feel complete inside. Not wanting to look silly in front of her assistant, Twilight sheepishly backed away from the books and muttered their titles under her breath. "50 Incantations for the Inept… Magical Maladies… The Beginner's Guide to Herbalism…Essential Creation Spells…"

Finally she turned to Spike, remembering that he was staring pointedly at her. "Okay Spike, if you want to help, you can look for anything related to combat."

"Whatever, Twilight. You're the boss." Her dragon assistant waddled halfway down an aisle before stopping and whirling in midair. "Wait, did you say- combat? Like, combat combat? Like, the combat where you're combatting things?"

"Yes, Spike, that's right." Twilight's horn issued magenta sparks as her magic lifted books from the shelves and flicked through their pages. Spike opened his mouth to argue but thought better of it, knowing Twilight's odd research phases better than most. He shrugged and resumed his search. Outside, Celestia's sun cast dancing rays of light onto the library floor.

It was a beautiful day and Spike wished he were somewhere else than this dusty old archive. I wonder what my beautiful lady Rarity is doing today, he thought, as cartoonish hearts appeared in his eyes. Two hours and hundreds of scrolls later, the search was still inconclusive.

"I just don't understand it," said Twilight wearily. "It's almost like something is missing. See, Spike, right here? Every work on Creation magic is catalogued in this section, and to its right is Alteration. Alteration magic, which is when a unicorn fundamentally modifies the properties of a physical substance into a different one that can take any shape but must retain the mass of the original, is opposed by Illusion which instead of transmuting physical substances, focuses on manipulating living and organic matter. My teleportation spell would come under this classification." She rambled on at breakneck speed, forgetting about her open-mouthed and glazed-eyed assistant. "So if Creation magic, which is the study of drawing matter out of void into existence, then where is its opposing force? It certainly can't be the magical history section or the beginners' spell section behind me."

Spike finally had enough. "TWILIGHT!" he nearly shouted, interrupting her monologue. "What are you even saying?"

"Oh- I'm sorry, Spike. Just thinking out loud."

"The only thing I'm missing right now is that delicious sapphire I found the other day." Spike licked his lips. "And not to mention we missed most of this gorgeous day!"

Twilight finally agreed to take a lunch break from all the exhaustive research. One of her favorite restaurants in downtown Canterlot, The Herb Garden, featured a clover and tulip sandwich with baby alfalfa that Twilight loved. Gems for her dragon assistant were also available as a special order. Because the store's owner, a golden-maned Earth pony aptly named Rosemary, remembered her from earlier years, Twilight and Spike received a prime table on the patio from which they could watch the comings and goings on the busy street.

Spike lounged in his chair and munched happily on a ruby but Twilight ate her lunch in relative silence. Today was a perfect day: picturesque white fluffy clouds, a cool breeze courtesy of the pegasi at Cloudsdale, and the smell of mountain air and sunshine. She realized then just how much she missed Canterlot. She would not trade her new Ponyville home for anything, or the ponies whom she loved so dearly, but the eighteen years she had spent in Canterlot made her a city pony at heart and she would always feel at ease here. There was safety and serenity behind its guarded walls. The clean cobblestone streets and the vibrant towers called to her. A crisp alpine breeze teased her mane.

And the Princess lives here, said a small thought in her mind. She pushed it away and focused on the day's problem, a problem that even the Archives had failed to solve. The Archives had never let her down before and she didn't understand it. Were there no books at all on fighting, other than that pitiful excuse for a defense spellbook? Surely there had to be.

Spike understood even less. "Let me get this straight, Twilight. You've been thinking about combat for the last week? Nothing else, just combat." Spike liked the word 'combat.' It sounded important and daring, like something Princess Celestia's highest-ranking guards or the Wonderbolts might do.

"Well- yes. I mean no, not all the time. But you remember Princess Cadance's wedding, when the changeling queen impersonated her? Look at how close to a disaster that was."

"And so you wanted to do more combatting but you didn't know how?" Spike said thickly around a mouthful of gemstones. "It looked like you did lots of it! You, and Applejack and Rainbow Dash and Pinkie Pie and Rarity, doing lots of combat to those changelings. And then Celestia got combatted by that changeling queen, but you combatted her better."

"Spike, that's not what that word means! It means- well, combat. Fighting. Battle. Defending oneself from danger. At least I think so. Personally, I've never read anything on the subject because the subject itself seems to be in dire need of research. There is no research!" she huffed.

The dragon's green eyes widened. "Oh. So you were- combatting with them. Does that make more sense?"

"Yes, but that's not what I'm trying to say. I'm trying to tell you that I want to know about it, and there's no book in the Archives about it! It's almost like- no, that can't be right-" She let her sandwich, which she had been levitating to her mouth with magic, drop to the plate. "I wonder if they were removed at some point in time."

"But then who could remove books from the- BLAAUGH!" Spike burped a green fireball in mid-sentence and a scroll flew out with Celestia's royal seal. He covered his mouth quickly; Twilight hastened to read it.

To my dearest student Twilight Sparkle:

One of my guards brought it to my attention that you are here in Canterlot today. I did not know you and Spike were planning a visit, or I would have made a few preparations for your arrival, but I cannot help feeling thankful for this coincidence. There have been several things on my mind lately that I have only been able to share with my sister and considering the events of Princess Cadance's wedding and certain other happenings of late, I think it time for you to be filled in on one or two matters. If you have no other plans for this evening, meet me at sunset in my personal chambers. The guards have been instructed to allow you passage. There is much I wish to tell you.

As you know, your old quarters in the Palace have been given to another pony since you moved to Ponyville, but there is a spare chamber here in my rooms that is suitable for your use tonight.

I await your response.

Your teacher and friend,

Her Majesty Princess Celestia I

"What did she say?" asked Spike.

Twilight read through Celestia's letter again, and that feeling of warmth and hope in her chest from earlier in the day returned. If anyone knew about combat, it would be the Princess, and perhaps she could shed light on some other matters that had gnawed at Twilight's mind of late.

She cribbed a hasty reply confirming Celestia's wish and sent it on its dragon fire-assisted way. Spike, of course, was upset that he could not be a part of the "princess meeting" as he called it. "Sorry, Spike, but it sounds like Princess Celestia has something really important to say to me. You'll have to wait in the foyer until we're done."

"Well, as long as there's some good gems to eat," grumbled Spike. Twilight giggled.

---

Six hours later…

Twilight Sparkle made her way through the Grand Ballroom and into the Royal Towers of Canterlot. This beautiful structure was home to the quarters of the Princesses Celestia and Luna as well as the tallest building in Canterlot proper. I missed this place, Twilight thought to herself. The only sounds were made by her hooves on the inlaid marble and the metallic clank of the double doors that the two snow-white guards opened for her.

Twilight knew the way to Celestia's private chambers by heart, which were in the East Tower above the royal meeting hall, although she had only been inside them twice; once as a small filly shortly after Celestia accepted her as a student, and once as a mare of sixteen when one of her spells backfired spectacularly and nearly burned off her own fur. Celestia had allowed her to recover in one of the royal bedrooms. A sobering experience, to be sure.

The doorway to her inner sanctum was flanked by two massive unicorn guards in golden armor, eyes facing forward and fearsome spears held in their hooves. They stood easily two heads taller than Twilight. "The Princess is expecting you," the nearer one said in a growling baritone. "You may enter."

Her heart was suddenly beating faster than a Sonic Rainboom. Anypony would probably be shaking in their hooves upon meeting their Princess, at least ponies who didn't know Celestia on a personal level. They only knew her power and majesty and knew nothing of the warmth beneath. Even in her most unguarded and casual moments, Celestia was a hammer wrapped in soft velvet: a pony no evildoer ever wanted to cross and a pony who would use all of her power to defend the kingdom she loved.

Twilight felt more anticipation than nervousness. She barely noticed the grandeur of her surroundings- the silk curtains, the lavish white-and-gold furniture, the fireplace many heads taller than Twilight with an inviting blaze crackling- because her eyes were for only one alicorn, the one who stood on her private balcony and watched as her sunlight twinkled at the horizon's edge.

She was a beautiful sight.

Wait, did I just call Celestia beautiful in my mind? Twilight mentally shook herself. That came out of nowhere. But she really is beautiful. The Princess stood motionless on her balcony, her magical mane gently flowing of its own accord as she magicked a manebrush through it, and her snow-white coat and golden crown was the very picture of regal grace. Twilight's hooves made almost no sound on the carpeted floor; despite this, Celestia noticed her presence and turned to face her student.

"Twilight, my dearest student. It is good to see you again."

"Your Majesty," stammered Twilight, momentarily stymied. The two embraced and Celestia gave the smaller unicorn the briefest of kisses upon her forehead.

"There is no need for formalities tonight. Forgive my appearance; you caught me as I was freshening up for the night." Four golden shoes sat by the fireplace and Celestia placed the crown on a table beside it. She shook her mane in relief.

"Much better. Come, sit with me. The air is crisp and quite refreshing."

Celestia's balcony was easily twice the size of Twilight's entire top floor in Ponyville. The white stones were set in the pattern of a rising sun and the sun's dagger-like rays, crafted of the finest marble, pointed eastward toward Fillydelphia and the seas beyond. Twinkling far in the distance was Neighagra Falls, almost invisible to unaided eyes, and the Crystal Mountains beyond were only a darker gray smudge on the gray horizon. The patio was unadorned save a golden telescope and a divan from which the goddess could watch her own sun set and see her sister's moon take its place. The sun's rays retreated over the skyline; from her tower on the opposite side of the castle, Princess Luna was now weaving her nighttime magic. Celestia ushered Twilight to the couch and joined her.

"It's good to see you again too, Princess. I'm sorry for not sending you a letter but it was more of a last-minute thing, and-" A porcelain tray floated in front of her, held aloft by the golden glow of Celestia's magic, and Twilight gratefully accepted the beverage offered.

"I was beginning to wonder if you had learned all there was to know about friendship," said Celestia dryly. "It has been two weeks since your last letter."

Twilight gulped, remembering the last time she had failed to deliver a letter to her Princess, but Celestia's wink and light laugh revealed the jest. To cover her embarrassment, she took a sip of the maroon liquid in her hooves. She had never tasted anything of its kind before. What she thought was a simple cup of fruit juice exploded against her tongue, burning and tingling as it slid down her throat. The poor unicorn coughed and spluttered and blushed fiercely.

There was a mischievous twinkle in the Princess's eyes. She stifled her giggles and said, "This is a rich Marelot wine from the orchards of Fillydelphia. I often have a glass or two after my day is done. And that is quite all right, Twilight. You are welcome in Canterlot any time."

It is a night of firsts, thought Celestia. Twilight Sparkle's first experience with alcohol. Perhaps tonight she may lose some tension and enjoy a night instead of burying her nose in a book.

The two ponies watched the last sunlight twinkle out and before long Luna's moon took its place. "Oh!" said Celestia. "My sister has raised a beautiful full moon tonight. And such stars… Did you know that Luna has been in high spirits since her efforts to fit in to our modern times were not rebuffed, partly thanks to you, Twilight? Her nights have gained beauty since then. I imagine if she ever found somepony to complete her shy and impulsive nature, we would see nights unlike anything since the elder days of Equestria, when my forefathers first harnessed the sun and moon."

The regal pony's eyes closed for a moment. "Luna is lesser in magical power than me, yet she is in many ways my superior. This is her true gift. She is an artist."

Twilight was in awe of both the gorgeous stars and of Celestia, who somehow gained a soft and sultry radiance from her sister's light. Her milk-white coat shone enticingly and Twilight could have remained there all night long basking in her silvery glow, but (rather suddenly, Twilight thought) the temperature dropped and the breeze picked up with an eerie moan. "Interesting," murmured Celestia.

"What is it?" wondered Twilight, shivering despite the warmth of the wine.

Celestia's horn pulsed, summoning two matching blankets from her room which draped over each of them. Twilight marveled at Celestia's magic which was adept enough to tuck in the ends of the blankets without a single wrinkle. "Oh… nothing. Just a thought." After a few minutes she asked, "So do you want to tell me why you visited today?"

"Right. I forgot all about it when I saw you, but there's been so much on my mind lately since Princess Cadance's wedding and some strange things that have happened afterward." Celestia shifted closer to Twilight on the couch. "I don't know how to say this without sounding like a filly but… when my friends and I were fighting the changelings, and when the changeling queen overpowered you, it just occurred to me that I didn't know much about fighting them or using my magic to help Canterlot. Come to think of it, we were incredibly fortunate that day. My brother and Cadance loved each other enough to overcome the entire army of changelings, but- what would have happened if that had failed?"

The Princess listened intently. Her magenta eyes betrayed nothing of the mind behind them. Twilight resumed, "After I came back to Ponyville I did some research. I wanted to know if there were any special spells I could learn that would help, but I didn't have any books on it. So I came to Canterlot to look in the Archives. I didn't seem to have any luck there either." The unicorn looked up at Celestia, trying to form into words the thoughts gnawing at her insides. "I probably sound like a filly right now but I- I feel like I'm not powerful enough to defend Ponyville if someone attacked us. I have this nagging feeling that something's going to happen and my friends could be in danger."

There was a loaded pause in which the only sounds were the whispering wind and a shout from a distant guard below. The words then began to tumble out of Twilight. "I've always had bad dreams now and then but lately, they've been worse. I have these nightmares where the Everfree Forest overtakes Ponyville and buries it in darkness. There's also one where I come back to town to find it ashes and the ponies I care about are gone forever."

She finished, "And I worry about my friends sometimes, Fluttershy has been acting a little strange lately and not returning my letters and I haven't seen Rarity in a week."

Celestia was an alicorn of immense power and fortitude. She was more experienced in matters of the mind than anypony, as well as the ability to read a pony's emotions and motivations like an open book. Twilight's intuition far outmatched that expected from a unicorn of her age and experience, but she was never one to be subtle or secretive. Something was obviously bothering her and a slight furrow of her brow was the only thing betraying Celestia's worry she now felt for her student; of all things, this was not what she expected Twilight to tell her.

She decided to approach the situation gently. She moved so that her body was touching Twilight's and extended her magnificent wing over her back.

I wonder what's gotten into the Princess tonight, thought Twilight. She's never- well, sat like this with me before. I like it. Celestia's mane smelled heavenly and simultaneously reminded Twilight of a summer breeze through a field of wildflowers, the clean air after a spring rainstorm and the glow of a fire on the coldest winter nights. She was not aware of her own body snuggling closer to Celestia's warmth. Their shoulders touched. The nightmares, and the other nagging thoughts at the back of her mind, were temporarily silenced.

And yet, with each hissing eddy of wind, that nightmare teased at the fabric of her mind, the same one that had bothered her more frequently in the past month. Dark trees and murmuring branches. Prying orbs with no light. Limbs but no bones.

Twilight shuddered.

Celestia drained her cup and enjoyed the flush of fruity warmth beneath her fur. She poured more wine into both glasses. "Dear Twilight, what I am about to tell you is not known to anyone besides me. There are no books about fighting in the Archives, or much about the ancient wars, because they are all locked away in my personal library. Long ago I removed them because they were a reminder of much darker times. Days in which I played no small part."

Celestia looked down at her student. "Do you want to know a secret, Twilight? My sister and I, along with Princess Cadance, are the last of the alicorns. At least the ones that I know of. I have heard rumors that there are others, in the frozen north of the world, but the time is not yet right for me to pursue the matter deeper. Certainly not when I have the mantle of the sun and the rule of Equestria on my shoulders."

"Do you mean there could be other princesses out there?" asked Twilight. She reached for her glass. Several sips ago, she had stopped noticing the burning sensation and instead felt a tingly heat spreading through her body. She enjoyed it.

"Possibly, but for the time being there are none. Luna has always struggled with this. Not only that there is no one left of immortal blood with whom to bond, but also that she may very well be shouldering the responsibility of the moon forever. And she is not the only one who thinks on such things." She left the thought hanging and contemplated the moon for several minutes. Twilight tentatively placed her hoof atop Celestia's.

"Did I ever tell you where alicorns come from?"

"You said they were from beyond the sea," piped up Twilight. She dredged her memory for the details of that conversation. "They ruled over other ponies because of their power."

"I wish it were that simple. The pony races we know today are descendants of the original unicorns, pegasi, and earth ponies. Unicorns raised the sun and moon and pegasi harnessed the weather without our assistance. Then the alicorns came from another world, over five thousand years ago, and formed a bloody empire on the backs of the native ponies." She poured a fourth cup of Marelot. "Some said that they were not true ponies at all, but creatures that took pony form to conceal themselves from their enemies. I do not know what enemies they feared. If hundreds of alicorns chose our world to hide from something else, it must have been terrible indeed."

"Ones such as myself," she continued, "the pureblooded alicorns, were true immortals. It was only after they bred with unicorns that their bloodlines diminished. All the pureblooded, save for myself and my sister, are long dead from wars with dragons and griffons and Discord and each other. It was a dark time."

"Then what about Princess Cadance?"

Celestia breathed deeply. "She is one-eighth alicorn blood. Her lifetime will be nearly twice that of a normal pony, but yes, one day she will die. There are whispers of the bloodlines left even in noble unicorn families of Canterlot and from time to time alicorns appear. Regardless, we have the highest magical ability and the most danger of misusing it. My powers alone equal a hundred trained unicorns, and when I had three of the Elements of Harmony at my command…"

For a moment, her eyes closed as visions of the ancient battles returned to her. Over fifty thousand ponies fell to Discord's thralls and monsters, as we fought amongst ourselves and Everfree Castle and Starry Vale and a dozen other settlements burned and crumbled to dust. Then the griffons swooped down on a weakened empire and the northern dragons cleaned up what was left. And afterward… She nuzzled Twilight's mane to hide the moisture forming in her eyes. "I moved the books and hid the histories so that nopony would ever believe that fighting is the answer. Love will always remain stronger than fear. I learned these lessons in blood and sorrow, and if my rule has accomplished anything, it will be that these mistakes are never repeated."

Twilight shifted against Celestia and the alicorn seemed to snap out of a deep daze. "I am sorry, Twilight. I must be boring you to tears with the rambling thoughts and confessions of a weary princess."

"Not at all," said Twilight. "The least I can do is to be a good listener in return. Is- is there something bothering you, Princess? Something I can help you with?"

"Much," murmured Celestia distantly. "You are not the only one who fears the future. And might I say that more stands on my shoulders than yours, if the future should fare badly for us and for Equestria."

Twilight knew something more was on her mentor's mind, but she had faith that she would learn of it when the time was right. Never had Celestia deliberately hidden information from her. If something threatened her Princess, she would be there to meet that threat with all her strength. Even if I'm lacking in the combat department. "Can I ask you something?" Twilight said, nearly whispering. "Were the Elements of Harmony a part of the old alicorn empire too? I've always wondered where they came from."

"The elements…" She paused and stared up at Luna's moon. "I am one thousand, seven hundred and thirty-three years old, Twilight Sparkle, and I am no closer to understanding the Elements than I was as a young mare. One thing is certain: the Elements were not of alicorn make or brought from another world. They have always existed here, with the ponies of this land, and the harmony they create is why Equestria still stands today. Perhaps Starswirl the Bearded or his progenitors had a hand in their make."

A glistening tear fell from her cheek and landed on Twilight's foreleg. "I was not worthy to hold even three of the Elements," said Celestia finally. "True, my sister and I found them and used them to stop Discord's destruction, but no alicorn should have such power. They corrupted us both. You have learned the rest of our story from your books, dear one."

If she does not know the rest of the story, she does not need to hear it from me. Luna and I perverted the Elements. We were drunk from their power, believing ourselves invincible as we annihilated the griffons and burned the dragons with their own fire and deposed the other alicorns who would deny our rule. In the end, after Discord was turned to stone and all the alicorns were dead, even my own sister shunned me. She was right to surrender her Elements and I should have surrendered mine as well, instead of sending her to a cold hell and losing connection to the Elements anyway.

---

Two hours later, Celestia and her protégé remained on the balcony. They had discussed many affairs of Canterlot and Ponyville, and the night had only slightly dropped in temperature but they were quite comfortable under the blankets and sharing body heat. The odd wind had ceased, at any rate. Twilight's head was nestled against her Princess's shoulder. From a distance, the two looked like lovers.

"I must confess something to you, Twilight," said Celestia quietly. She sipped her last cup. "I missed moments like this."

"Me too, Princess. This night is so beautiful, and- well, this feels amazing. Being with you. I missed you."

Violet eyes met lavender and Celestia gently kissed Twilight's forehead. Not just one kiss- two kisses. Twilight blushed furiously; Celestia's lips were so soft against her fur and her breath was light and sweet. She had a sudden urge to lock muzzles with the Princess. A violent blush raced up her cheeks and she felt light-headed. Her cup sank to the floor. Celestia stared directly into Twilight's eyes and for a moment she thought the Princess would kiss her, but instead she pulled away and stared at the Crystal Mountains in the distance. "Now, about these nightmares you've been having."

"Oh," said Twilight. "I'd rather not think about them right now. They're probably just because I've been practicing too hard lately."

"Nevertheless, you should have written sooner. And the news about your friends is troubling. I am sure it is nothing, but promise me that you will check up on them and keep me informed."

"Actually Rarity scheduled a spa appointment with me for tomorrow afternoon, which I found odd because we always do that on Fridays. It's Fluttershy I'm more worried about. The last I heard from her was that she was tending to some animals in the Forest and found something odd. She mentioned a 'shadow in the forest'… that was all I could get out of her."

The Princess was silent and looked up at her sister's stars. She was suddenly reminded of something Luna had told her; incidentally, it was on the same day Twilight had last spoken with Fluttershy. In passing off stewardship of the heavens to her older sister, Luna had said, "We noticed an interesting movement to the south, sister. Light and shadow moving in the forest, from what we could see from our high altitude, but when we investigated further there was nothing there." A coincidence? Her forehead creased in thought and at the same time, the wind whistled again.

A sliver of Celestia's royal tone crept into her voice despite her best efforts to remain calm. "I will consult my sister on this matter, Twilight." That was all she had to say on the subject. "If any other developments occur, do not hesitate to contact me."

"I just didn't want to bother you with my dumb nightmares at such a busy time, Princess," said Twilight meekly, hearing the minute change in her teacher's tone and snuggling her mane in apology. "Especially with the dignitaries from the griffon kingdom visiting soon and that dragon attack near Fillydelphia. I know you're busy."

"I am never busy enough to forget about you, Twilight Sparkle, or things that may concern both of us. I told you once, did I not, about the responsibilities of ruling the kingdom? I must always think of the lives and safety of all of Equestria. And yet, here in this golden tower it grows quite lonely. Princess Luna and I were always meant to rule together andthose long hundreds of years in her absence were the hardest of my life. Do you know what restored my hope?"

Twilight shook her head and Celestia continued, "It was you, Twilight. I had not trained a personal protégé in over four hundred years but I saw something special when I met you that day in magic school. Your childlike innocence and wonder brought light into my life again. You and your friends are the true holders of the Elements, not Luna and I." Because your innocent hearts know nothing of war and hatred. Because I would not take up the Elements again for anything, not even if the world hung in the balance. You are everything I never was. You returned both my sister and my heart, Twilight Sparkle. Celestia's eyes swam with unshed tears and she blinked them back.

"If you say so, Princess." As before, Celestia's gaze met her own and she realized just how close their noses were. Why was she suddenly feeling dizzy and unconnected? Perhaps Celestia's wine was to blame. Her cheeks burned fiercely. Before she knew it her muzzle was moving, almost of its own accord, toward the alicorn's.

For the first time in Twilight Sparkle's life, she did something without thinking through its repercussions. Frantic thoughts bounced in her brain like fireworks. I'm not a fillyfooler am I? Why am I so attracted to my Princess? Then their lips touched and everything was forgotten save the taste of Celestia's mouth, fragrant with wine, and the soft moan that came from somewhere deep inside the Princess's chest. It lasted forever yet was over too soon. "Twilight…" said Celestia huskily. And this time Celestia returned the kiss, leaning into her embrace and savoring the softness of her student's lips.

Lavender fur blended with alabaster and soft kissing noises came from their muzzles. Time ticked away but the two had eyes only for each other. Twilight let her hoof wander across Celestia's back, feeling her powerful musculature and delicate flight feathers, and Celestia traced patterns in her student's mane. She said softly, "My sister's moon is still young and my bed is cold. Shall we share it tonight?"

Oh my gosh oh my gosh oh my gosh… Between the adrenaline and hormones and aftereffects of the wine, Twilight felt as if she had swapped bodies with Rainbow Dash and gone for a ride in Equestria's warmest and fluffiest clouds. She could barely raise her head to nod, let alone form a coherent sentence. With a twinkle of magic, Celestia levitated the love-struck unicorn inside the tower. Twilight hovered between consciousness and sleep as the drink and her teacher's spell relaxed every muscle. She felt herself being lowered into a feather-soft bed.

"Remember when you used to be frightened of the dark, Twilight? When I would read stories to you in your chambers so that you would sleep soundly? And when you came running to my room after your nightmare, so scared that you climbed into my bed without invitation?" Celestia laughed softly at the memory. "You are in that same bed now, safe with me."

"I remember," murmured Twilight. Celestia held back a giggle as her student's head slowly drooped to the pillows and she began to breathe deeply. Perhaps my beverage was too strong for her? A certain question would have to wait until morning, and the Princess of the Day was in no hurry. After all, an alicorn has no need to count the days or the years.

The pressing questions would wait until the sunrise.

She laid her snow-white frame beside her student's and pulled the covers over herself. "Rest now, Twilight." Luna's moon twinkled through the stained glass window. Twilight Sparkle looked so peaceful and innocent, curled up in her expansive bed, that Celestia could not resist giving her student a kiss on the cheek. "Tomorrow is a big day."