1,004 years ago. Three weeks after the banishment of Nightmare Moon…

It was a perfectly silent star filled night, not a creature stirred under the recently fallen snow. Save for a lone pony travelling a long forgotten path, his hooves crunching gently in the fresh powder. A mournful hoot sounded off somewhere deep in the forest gardens that surrounded Canterlot castle.

The aging unicorn paused to listen, a slight smile spread across his withered lips. Owlovard was telling him good night. "Good night to you too, old friend," he answered. The old stallion had known the great horned owl for many years and it had been a good three months since they had last seen each other. Owlovard typically spent the winter months in Trottingham, about two days walk south of Canterlot. The bearded unicorn continued his journey home and he knew that anypony that made the trip along the now unused trail through what had become the Everfree Forest would not find a beautiful town full of happy busy ponies. No, no they would not. All they would find is a crater five miles across and one deep, still charged with deadly amounts of magical radiation four hundred years after the cataclysmic event that taken place there.

He flinched as an all too familiar pain crossed his forehead.

~~~~

"You should not dwell on the past so much, old friend. For it will trouble you forever if you continue to do so."

~~~~

The snow crunched quietly as he walked alone through the tall trees of the garden, remembering the conversation like it was yesterday. Voices long since lost to the world playing through his mind, twisting at his very soul.

~~~~

"I assure you that I am well, and that I will be fully capable of performing all of my royal duties your highness," he said with a hint of annoyance. He had much yet to accomplish, with little time in which to do it.

The young Alicorn snorted loudly, earning a few curious glances from a few nearby guards. "Highness?" Her face showed a small amount of amusement, then nostalgia. "You have not called us that for years. Are thou certain that you are alright? We are worried about you, thou hardly speakest to anypony and now you refuse to address us by our own name!" Concern began to form in her eyes as she looked at her old mentor, her tongue slipping back into the old ways.

He knew there was no point in hiding it any longer, she was a smart mare and would figure it out eventually. So he decided to tell her now rather than let his replacement do it a few days from now. He figured it would be better this way, she would probably handle the news best coming from him. He had already accepted his fate and would try to soften the blow he was about to deal to her.

"Luna," he said softly, his watery grey eyes looking up at her. "I have spent the last six hundred years teaching you and your sister everything my mentor taught me." A smile worked its way across his weathered face. "It has been fifteen-hundred-thirty-one days since I last called you 'your highness'," he said with a trace of amusement in his voice. Luna blinked a few times, he could see that his point was getting through to her. She could tell his mental capacity was still at its peak and she could believe what he had to say next.

~~~~

A sudden gust of wind pulled him from his memories. "Two hundred years later and the wind still does not know which direction it wants to blow," he thought aloud. "And Celestias’ recent absence does not appear to be helping," he muttered to nopony in particular. The Pegasi had been working for centuries to calm the storms that plagued Equestria, ever since the Alicorns had been defeated by the…

He stopped and shook his head, taking a deep breath whilst composing himself. He blinked several times, trying to hold back the tears brought forth by those memories. He was determined to get through a day without weeping. Turning his mind to happier thoughts, like the newly completed castle behind him, built as an exact replica of its predecessor. It was perfectly identical, stone for stone; it was almost like nothing had ever happened…

~~~~

"I'm dying, Luna..."

~~~~

It happened every time he let his mind slow, every goddess forsaken time. Every time he allowed his mind to wander, every time he wasn't on guard. Every time there was nothing going on in his head, this memory would overwhelm him. The last conversation he held with his favorite student. The last time he spoke to Luna as he knew her.

But that had been three weeks ago…

~~~~

She just stood there in shock, either unable or unwilling to accept the words that had come from her mentor's mouth. "I'm dying, Luna," yes, that's what he said wasn't it? She took it as well as could be expected, she was immediately in denial, there was no way she could accept news like that. "Tis not possible!" She shouted, immediately verifying his suspicions. "Your master taught all those longevity spells to you, the same ones you taught us! You cannot simply..." Her words were cut off as he raised a hoof.

"Those spells were never meant for unicorns Luna. I was merely a trial, verifying the effectiveness and safety of the spells. They were always meant for the two of you, the last Alicorns in existence. Only an Alicorn has the sheer amount of power needed to get the full effect of these spells," he said with a sigh. "I'm tired Luna, my body is worn, my mind has grown weary," he could see the pained understanding in the mare's eyes. He could see she was beginning to accept what he was telling her. "When you were very young, my master swore an oath to your parents. That he would keep you safe and train you to fight so that if they failed, Equestria would still have a future. You two were that safeguard, and when I found my master broken and bleeding on that hellish battlefield, drawing his last breath... He made me look him in the eye and make the same vow that he had made to your father," he said solemnly. He could remember those words as clearly as his own name.

~~~~

It had begun to snow again and the unicorn pulled his cloak higher up on his shoulders and shivered slightly in response. The wind gust from moments ago had extinguished all of the lanterns along the side of the small path. Without breaking stride, he focused and a soft glow formed around his horn. It glowed a bit brighter then shot away, breaking off into multiple lights that scattered out over half a mile, each one settling into a previously extinguished lantern. One-hundred and twelve as memory served. "If you can see you won't walk into a tree," he said with a little smile.

~~~~

"How long?" Luna asked, the pain showing in her eyes despite her efforts to hide it. "A few days," he replied quietly. He had barely finished saying "days" when Luna turned and flew down the castle corridor toward her chambers, leaving tears in her path.

He would see her when the time was right, for now he would let her cry. The stallion had learned long ago to let ponies cry when they needed to. "I'm sorry," he whispered, looking down the empty hallway. Well, the hallway seemed empty to the untrained eye. "I do recognize my own work you know, I can sense every spell I ever taught you. Now come out of hiding, ‘tis impolite to eavesdrop," he said calmly, his eyes still focused down the hall. A small light appeared to his left and began to flash brightly.

~~~~

"Three weeks?! Is that really all it's been?" He queried of himself as he passed the big oak before the stone bridge. As they had every time before, the burn marks on the tree caught his eye again before he reached the bridge. That was usually the farthest he got on the path before succumbing to his memories, the onslaught crushed him every time. However, he planned for this night to be different, and it would be. As he came to the bridge, or rather the pile of stones that occasionally became a bridge, he couldn't help but wonder what his mind was up to tonight. Gone were the tortuous images that typically paired themselves with the memories and the memories themselves were much more subdued.

~~~~

"I was merely practicing the new invisibility spell you showed us during our session yesterday," Celestia said as she materialized out of thin air. "How did I do?" She asked with genuine curiosity, that or she was a very good actress he thought to himself. He chuckled quietly. "Very well if you were trying to sneak past a deaf pony," he said with a respectful bow. "But I wouldn't go trying to steal a dragon's jewels just yet my dear princess." He looked back up at her with a smile.

"It's these darn Alicorn hooves, they just make so much noise on this stone," she complained as she tapped the stone noisily with her large hoof. "I can't possibly sneak up on somepony with these horseshoes on either," she waved her hoof, showing the large gold wrapping to her mentor. "Might I suggest you try using the royal slippers?" He said with a chuckle. "They just might do the trick!"

"Yes, but they fall off too easily, especially around stairs. Something also tells me you'd know I was there anyway," she said with a hint of suspicion in her voice. "I'll always know, it's my spell, and don't you forget it missy." The small talk and banter was just that, talk. He knew Celestia, she almost always had an ulterior motive when she started a conversation and he was always on his guard. This time he knew what was coming, he knew the question before she was going to ask it, but he waited for her to ask it all the same.

"How did she take it?" Celestia asked, genuine concern for her sister in her voice. "About as well as you did I'm afraid," he said as his smile faded.
~~~~

He wasn't exactly sure how or why he was still alive, by his math he should've died months ago. Seventy five days ago to be exact, yet for some reason he lingered on. "Perhaps the recent events these past few weeks had something to do with it..." He muttered, the reason slowly dawning on him, there was always a reason and he was going to let it present itself. "So why am I clouding the issue here? All I have to do is let things explain themselves as they always do."

The night was warm, there was a light breeze slowly carrying the warmth away. He remembered that he and Celestia had left the castle to watch Luna raise the moon. They had walked along the same path he walked now, and stood on the very bridge he was slowly reconstructing. Piece by piece the pile of stones became a bridge again, just like a jigsaw puzzle.

~~~~

Luna had done it thousands of times before; raising the moon was common to her. Yet every time he watched her do it, he felt the same pride he always did. Little did he know, it would be the last time he would ever see her do it. Celestia smiled as she watched her sister take flight from the bedroom balcony. "I wish I was that graceful in flight," she said with a longing tone.

The graying conjurer looked over and tilted his head quizzically at her. "Funny you should say that just hours after your sister revealed her envy of your magical prowess," he said with a small grin. "And if anypony should be jealous it would be me, I can't fly. At least not like that," the old pony said as he turned his attention back to Luna.

"I'll miss you a great deal, you know."

~~~~

It was always quite embarrassing, even when nopony was around to see it happen. "Blast this fractured multi-level thinking!" He stopped and took several deep breaths. "I really am getting too old for this," he mumbled as his horn began to glow again. He set to work dismantling the perfectly built spiral staircase sitting in the middle of the small stream.

The day had indeed been rather taxing, but he knew that was not the source of his distraction. "I do believe that is actually a bridge," he said as-a-matter-of-factly with a frown. "I'm definitely distracted," he glowered. "I can stand dying, even not knowing when. But I can't stand not being able to think clearly enough to build a simple bridge!" He fumed as he started to cross the now properly built bridge. "Eighty three times I've built that darn bridge and not once have I placed a single stone out of order," he muttered as he crossed the bridge. After crossing, his creation crumbled and fell back into the rushing stream below.

"Perhaps one day I'll be able to dispel that destruction curse, but not tonight." The bridge would have to wait in line with several other projects on his list. Tonight his focus was elsewhere, on a situation much more dire than a crumbling bridge. There was always a reason; tonight the reason for his continued lingering was currently wrapped in bandages and lying in his own bed.

~~~~

"I'll miss you a great deal you know."

"I know."

"We still need you."

"Oh come now Celestia, you have not had need of me for a hundred years. You certainly don't need me now," he said the last part rather quietly. "You have been incredible students, you are both powerful and wise," he said with a smile. "There is little more you can learn from me," he looked at her, his student, pride filling him as he thought of everything she had accomplished.

"What if some day I do need you? Or the Star Order? You're the last of that powerful bloodline. Don't forget the oath you made!" Tears were beginning to form in her eyes. "An oath to be there whenever I had need of you."

"Indeed," he said. "An oath was made, a very powerful oath. An oath straight from my heart to the heart of my closest friend and mentor," a lump formed in his throat at his own words. "That, my dear Celestia is why I, a simple unicorn could live so long. Near a thousand years too long actually. It was by the power of that oath that I was bound to you two like my mentor before me. Bound to protect you until you were ready," his face brightened a bit. "You are ready, Celestia. Ready to take the place of your parents as guardians of this world. That also means my time is up. Even now I can feel the power of the bond fading and taking me with it."
He turned back to watch Luna soar ever higher into the sky, dragging a new moon with her. "As for the star order," he continued. "Its bloodline will reappear when the time is right, just as it always has." Turning back to Celestia, "you should also know that I would never leave you alone. I will continue to exist in your heart and in your continued studies," he said reassuringly.

"Continued studies?" She asked, seeming quite confused. "I thought you said there was nothing more you could teach us," she said while narrowing her eyes at him. "Even a member of the Star Order has limits, as a unicorn my powers have restrictions that yours do not," he explained simply.

"Meaning?"

"Meaning my dear Celestia that there are certain powers that nopony in existence can help you learn," he said patiently.

"You're going to unlock the library aren't you?" She asked, her eyes lighting up with excitement.

"Yes, I am," he said solemnly.

Luna was very far up now, just a speck on the edge of the world. So high that what happened right then went unseen by the two observers.

"I'm dying Luna."

The words rampaged through her mind as she flew higher and higher, as if she could escape the reality. She was so far up even the highest clouds were far below her, most Pegasi could never achieve such a feat. Every cloud was far below her, save for one. However this cloud was unlike any other cloud, it sported a bright silvery blue hue and moved fast against the wind.

The cloud was on a mission, find a suitable host with sufficient magical abilities and subdue said host. Then it would move on to destroy the one responsible for its master's imprisonment in that awful statue.

"Another perfect placement," Luna sighed as she released her powerful hold on the moon. At that exact moment the cloud slammed into her. It burned against her mental barriers with such intensity that it caused physical pain.

Luna suddenly found herself at war in her own mind. A fight that was lost before it had even begun. Her mental barriers shattered and the entity began to devour the mind of Princess Luna. She screamed in a mix of agony and terror as her body began to move of its own accord. "No! Pl... Please!" She stammered through clenched teeth even as her gums started to bleed from the massive new canines pushing their way out. The worst of it came when the loud snapping of bone could be heard as her wings and body grew at an alarming rate.

The pain would have caused anypony to pass out at this point, but the entity wouldn't let Luna fade out. It was in control now, and it wanted her to feel the pain. It forced her to stay conscious and aware of the entire ordeal as it continued to alter her form to something more suitable for itself.

Luna was now a prisoner inside of her own mind. Forced to watch as the creature she had become let loose all of the power she had ever hoped to have tenfold on the most peculiar target. A small stone bridge in the middle of the forest.

~~~~

Every night the winding stone path seemed just a little longer. Tonight was no exception. His steps were heavy and his mind was still laced with distractions. The odds of his patient having survived the day were very slim and he knew it. The wounds were numerous and many were quite severe.

"Still," he thought aloud. "There must be a reason for her appearance," he said assuredly. "There is always a reason. Tonight I'll find out one way or another what my reason is."

It was a humble home to say the least, if not a bit large for one pony. But then it hadn't been built for just one pony, it could have easily housed a family of six or more. Constructed in the traditional earth pony style of carving a home out of a large tree. One would never guess just by looking at it that it had been the secret lair of the Star Order for over two thousand years. The secret order of which he was now the last.

As he approached the house a magical barrier surrounding it sensed his arrival and parted before him. He hesitated, contemplating what lay beyond the door. If the young mare had died, he'd never know why she had dared to cast such a dangerous spell. If she was alive, then what would he do?

After taking a few breaths to compose himself, he entered his home. He closed the door as quietly as he could, removed his hat and cloak and placed them on their respective hangers. He then rummaged through his saddlebag for a small clay jar full of herbal salve for his patient. He went straight down the hall and stopped at the last room on the left before the stairs.

"All this way and I lose my nerve," he sighed quietly. "Well colt damn it all, somepony has to go in there eventually. Which of course means it has to be me," he muttered to himself as he pushed the door open. He listened for what felt like an eternity, holding his breath. He didn't hear it at first, but then he let out a sigh of relief. He could hear the mare breathing, she was alive.

He walked up to the bed and carefully pulled the sheets back. He grimaced at the view. Before him lay what would have been a beautiful young mare somewhere in her early twenties and bursting with life; that was not what lay before him now.

Carefully, he started to redress the wounds that covered the majority of her body. The stitches had done their job well enough; keeping what blood she had left inside her body where it belonged. He made sure to check the splint on the right hind leg; it was still stable as it should have been.

He then turned his attention to the injury that worried him the most, with even more care than before he unwrapped the bandages around her horn. The appendage had fractured in multiple places, due to a magical backlash from an improperly cast spell he guessed. It would heal given time and proper care, if she lived that long of course.

He couldn't stop looking at her face, it was almost untouched. Her lavender colored features were a welcome sight after the rest of her body. Especially her eyes, those lovely open eyes... Open eyes…

Her lips quivered a little, "sss... Star Swirl?"

Author's Notes:

There's a lot of flip flopping between memory and present actions, it can get really confusing, try to hang in there reader! :)

Next chapter coming sometime next month as long as the editor doesn't hurt himself during his trip. ~Dollars

WOOO! We rewrote the chapter! Hope you all enjoy it! -Jake