Shell Song was just a singer in Ponyville, practically a no pony. She sang at small restaurants and weddings, but never really knew what she was aiming to do. Noctia was just an astronomer, but she knew what she wanted to do. To figure out what exactly ponies were doing in Equestria. Was there some place else out there?

These two unlikely friends set off to find there way up and over their usual surroundings. No matter what got in the way - Manticores, dragons, Ice demons - They would find some way to be free from dreadful pasts. Whether they can remember them or not.