Wayfarer was quickly shooed away from the schoolhouse by Miss Cheerilee around noon, to the disappointment of the foals who had gotten used to dragging him around during after-lunch recess. With a free afternoon ahead of him, he started contemplating about where he'd like to quell the rumbling in his stomach. Just as he was about to make his way over to Sugarcube Corner, however, a shadow of a pegasus flew over head.

"Hey there!" ‘Sunny Skies’ called as she swerved around and landed next to Wayfarer. "I thought you still had work today?"

"I did," Wayfarer said. "But Cheerilee opted to kick me out till tomorrow."

"Well shoot." Celestia said as she turned and frowned at the basket she had nestled between her wings. "And I was going to come visit you and the foals during lunch break. I brought some egg sandwiches for you and everything."

"You made me lunch?" Wayfarer asked as Celestia joined his walk into town.

"Thought it would be nice seeing as you left that measly daffodil and daisy sandwich on the kitchen counter."

Wayfarer grimaced at the reminder of his lapse in memory that morning. After getting read the riot act by an extremely irate Twilight when she found Rainbow Dash on the couch, Wayfarer was held up longer than he would have liked. In his rush to get out and get away from the infuriated alicorn, he'd completely spaced on grabbing the single sandwich he'd made before his assailant had found him. It left him wondering how in Tartarus he was going to make it through the afternoon, until Cheerilee found out and told him to take the afternoon off.

"Was Twilight still mad after I left?" Wayfarer asked hesitantly.

"Very much so." Celestia replied with annoyance. "And Rainbow Dash slept through the whole thing, so she had no way to confirm that you were telling the truth."

"Not like Twilight would have been any happier if she had."

"She's... complex like that." Celestia said simply. "But enough about that, where would you like to have lunch?"

"I was thinking about Sugarcube Corner, but then you showed up. And I think it might be a little rude to just bring food already made to a restaurant."

"Quite. How about a little hill outside of town?"

Wayfarer nodded and the two of them began to skirt around the edge of the village, coming to a relatively open expanse with rolling hills from edge to edge. They ascended a taller ridge and came to find a rather gorgeous view of the mountains and Canterlot. All around the light breeze was causing the grass to wave and crest like a sea of green, the clouds overhead lazily following in the same direction.

Wayfarer whistled at the site as he slowly turned his head and took a full panoramic look at his surroundings. "Wouldn't get a sight like this in Baltimare."

"I imagine the ocean would provide just as good of a view." Celestia said as she pulled the basket off her side and pulled a picnic blanket out.

"Nah, too flat. You can't see anything but sea and sky." He took one of the corners of the blanket in his mouth and helped to straighten it out. "Here though, the horizon actually has shape and character to it. And the way Canterlot just sort of towers over everything... it's sort of awe inspiring." Celestia sighed and gazed up at the castle hanging almost precariously from the side of the highest peak in Equestria. Wayfarer couldn't tell if her expression was one of longing or animosity, but she definitely looked tired as she contemplated her home.

"Tell me Wayfarer," she said as she sat down and propped open the basket. "Have you ever heard the saying 'It's lonely at the top?’"

"I have," Wayfarer said as he took one of the sandwiches Celestia offered. "And I don't really agree with it."

"Oh?"

"Yeah. I think loneliness is the fault of those at the top who are too afraid to come down."

Celestia smirked at that before her face slumped into a more melancholy appearance. "It's true, as rulers my sister and I had to grow up away from 'normal' ponies. And after her fall from grace a thousand years ago, I was in no rush to immerse myself in the everyday lives of my subjects for some time. I did eventually amend that, but those lonely months at the top of the world are engraved into my memory. I... well, let's just say I wasn't very excited when my subjects decreed that my place of isolation would be the perfect spot for my forever home. Still, that mountain has had just as many good memories as bad ones."

"I'd like to see it someday."

"Oh, don't worry, you will." Celestia said, smiling. "You're friends with two of Equestria's royalty. We'll find a reason to drag you up the mountain eventually."

"I'd rather take the train thank you." Wayfarer said with a mock sneer, making Celestia chuckle.

The two sat for a while in silence as they ate, watching the grass flow and the clouds roll by. Eventually the sandwiches were gone, and all that was left was the quiet breeze.

"Sunny?" Wayfarer said hesitantly.

"Hmm?"

"...Celestia... how did you do it?"

"Do what?" Celestia asked, tilting her head to the side.

"Survive. You said it yourself, fifteen hundred years is a long time. Impossibly long even. At best, an average earth pony would live to see a hundred and fifty. But... a millennium and a half of life... how did you do it?"

"... oh." Celestia looked at the blanket and started to take a keen interest in the stitch work. "Well... I changed. I changed who I was. The pony you see before you is not the same pony who was ruling a hundred years ago, or the one that was ruling a hundred years before that. I even doubt I'll be the same one that's ruling a hundred years in the future." Celestia stood and reached for the corner of the blanket. Seeing what she was doing, Wayfarer grabbed another corner and helped her fold the sheet back up.

"We experience so much stimuli in our lives that our ways of thinking and behaving are almost constantly changing." She continued. "Given enough time, we become completely unrecognizable. My sister will tell you that, when she came back, she had a hard time adjusting to the fact that I was capable of smiling when around my subjects. I still don't think she comprehends that I can actually laugh around them as well." She sighed as she pushed the blanket back into the basket and re-saddled it on her back. "I was a stranger to her, yet at the same time I was the only one she could talk to or trust to any degree. Heh, she's lucky she didn't come back six hundred years ago, that would have been awkward."

"Who were you six hundred years ago?"

Celestia's face went red and her eye widened for a moment before she answered. "I umm... I was quite the... 'cuddle bug' at the time."

"... you... cuddled a lot?"

"Not... exactly..."

"...oh... OH... OOHHHH!"

"Yeah, could you NOT mention that to anyone? That little detail seems to be skimmed over a lot in my unofficial biographies, and I would prefer it stayed that way."

"Oh don't worry," Wayfarer said hurriedly as he drew a hoof across his mouth. "my lips are sealed."

Wayfarer and Celestia's arrival back at the library was greeted with a rather loud growl from Twilight. Not, however, at them, but rather at the clock on the wall that she had opened up to reveal its inner workings.

"Stupid clock!" She yelled as she levitated a book up to her face and flipped through a few pages.

"What's wrong?" Celestia asked as she and Wayfarer walked over.

"Ugghh! Ever since that earthquake knocked it off the wall it's been freezing up every other day! It's driving me up a cliff!" She huffed as she snapped the book shut and tossed it over her shoulder, narrowly missing Wayfarer's head as he ducked under it. "And that book on clockwork hasn't been any help!"

"Why don't you take it to a clock shop?" Wayfarer suggested. "Surely they can fix it up?"

Twilight spun around and gave Wayfarer a look that would kill if indeed looks were capable of doing so. He took a few steps back as Twilight lifted the clock off the wall and pushed it onto Wayfarer's back. "Great idea Wayfarer! You get right on it!"

"Me?! I don't even know where I'd find a shop like that!"

"Time Turner's store is a few blocks to the west. Now get going!"

"Jeez who bucked your apple tree?"

"Take a wild guess Wayfarer!" Twilight snapped.

"Twilight." Celestia said simply, getting the alicorn's attention. "We need to talk. Wayfarer, go ahead and get that clock fixed please."

"Don't have to tell me twice." Wayfarer huffed as he rushed out the front door.

Wayfarer practically walked with his head down the whole way to Time Turner's shop. He didn't imagine any pony liked being yelled at, but that didn't stop him from making a mental note of how much he particularly disliked it. He couldn't decide whether or not Twilight was within her rights to be mad at him, she was only looking out for her friends after all. On the other hoof however, such venomous anger at such minor things didn't exactly make him feel welcome.

He shook his head and tried to push his frustration out of the way. 'Celestia will take care of it' he thought.

Wayfarer pushed open the door at ‘The Clockwork Emporium’ and was assaulted by the noise of what must have been thousands of ticking clocks. Every type of timekeeper was there and active: grandfather clocks, sundials, water clocks, self regulating hourglasses, carpus watches, pocket watches, coo-coo clocks, et cetera, et cetera, et cetera. It was a regular menagerie of clocks, packing the store so tightly that Wayfarer had to walk on hoof tip just to get to the counter, where a tan earth pony with dark brown hair was staring intently at a standard hourglass.

"Umm, excuse me-" Wayfarer tried to say before the stallion lifted a hoof to silence him.

The two waited as the hour glass ran out, at which point the tan pony groaned and picked up the tiny glass object. "Still too much sand." he said in a very thick Great Bitan accent as he placed it on a work bench behind him. "I swear this one is determined to be a millisecond too late."

"You can tell how fast or slow an hourglass is? Just by looking at it?" Wayfarer asked, highly impressed.

"Of course I can!" The pony said as he spun around to face Wayfarer. "I am Time Turner! The finest clocksmith in all of Equestria! Time is my name and my game good sir, so how may I be of assistance to you?" Wayfarer noted that Time Turner had an hourglass cutie mark and smirked.

"Well I've got this wall clock here," Wayfarer explained as he placed the slightly heavy device on the counter. "It took a bit of a fall during those earthquakes and now it's not working right."

Time Turner pursed his lips as he inspected all around the clock, tapping on its sides and manually turning the minute leg around. He stopped to look long and hard at the face, before he closed his eyes and nodded intently. "One of the springs is bent. And I'm pretty sure several cogs are out of alignment."

"You can tell that without even opening it up?"

"Do I have to tell you my name and occupation again?" Time Turner laughed as he hoisted the clock over to his work bench. "Not to worry. I'll have this old girl right as rain in a jiffy."

"Thank you." Wayfarer said.

He turned away from the clocksmith and took stock of what else was behind the counter. Aside from a few more clocks, some of which had extra legs or different numbers to designate time. Beyond that there was a collection of other clockwork gizmos and gadgets. Most of them Wayfarer couldn't hazard a guess as to what they were, as they just looked like a jumbled mess of gears and springs. There were a couple of things that looked like wind up toys, one looked like a segmented metal slug or worm of some sort, and another looked like a salt shaker with, of all things, a plunger and an egg beater sticking out of it. The only other thing of note was a dusty glass box that displayed a single pocket watch with a lot of archaic designs across its front. At the base of the box was a plaque that simply read 'Time waits for no one.'

Wayfarer continued to admire the odd doodads of Turner’s shop until he heard the door open again. He turned around to see the grey, wall eyed pegasus he'd met at the schoolhouse a while back, as well as a mare with a light yellow green coat and curly pink and blue hair.

"Oh! Hello Mr. Wayfarer!" The pegasus said excitedly as she took excruciating care when walking through the precariously positioned clocks. "You remember me?"

"Umm, you're Dinky Doo's mother right? Derpy Doo?"

"That's right!" Derpy said as she and her friend made it to the counter. "And this is my neighbor, Bonbon."

"How do you do." Bonbon said with a polite smile.

"I'm doing well thank you. I'm Wayfarer."

"Pleasure is all mine."

"So what are you doing here Wayfarer?" Derpy asked before peering over the counter at Time Turner. "Doc giving your clock a tune up?"

"I'm not a doctor." Turner said simply as he closed up the clock and carried it back over to the counter.

"Course you are Turner!" Derpy said with a giggle. "You take sick clocks and you make them all better! Ergo, you are a Clock Doctor!"

Turner just smiled and shook his head. "Well in any case, this little beauty is all patched up and ready to go."

"Great." Wayfarer said, reaching into his pocket for his Bits Bag. "How much do I owe you?"

"Twenty, my good sir."

Wayfarer placed the requested amount on the counter for Turner to sweep up into a drawer, then returned the now fixed up clock to his back. "Many thanks." He then turned to leave, but found the path out blocked by the two mares.

"So I was thinking, Wayfarer." Derpy said. "You're still pretty new in town, and I haven't really seen you hang out with anypony aside from Twilight Sparkle. So I was wondering if you might be interested in our weekly poker night?"

"Poker night?" Wayfarer said, raising an eyebrow. Behind him he heard Time Turner sigh and then he caught Bonbon roll her eyes out of the corner of his own.

"Seriously?" Turner said exasperatedly. "As if Bonbon, Lyra, and I weren't easy enough targets, you gotta drag some other poor pony into your black hole of bits and dignity?"

"Yeah, Derpy." Bonbon said with an incredulous look. "Does he even look like the sort of stallion who has bits to spare?"

Derpy's ears drooped slightly and her cheeks grew slightly pink. "Come on guys, I'm not that good am I?"

"Yes," the other two said simultaneously.

"Don't get me wrong." Bonbon added. "Lyra and I enjoy coming over, but we always anticipate leaving at the end of the night with our wallets a little lighter. And I think Mr. Wayfarer has other things he'd rather spend money on."

"Not really." Wayfarer interjected. "Twilight won't accept any payment for room and food. I get almost everything I need from her. So... sure I'm game for a little poker every now and then."

Derpy looked ecstatic at this, while Bonbon and Turner just shook their heads.

"Your money." Turner said.

"Great!" Derpy exclaimed. "We meet every Saturday night at my place. I live on Stirrup Street, in the sea-blue house. You can't miss it."

"Alrighty then." Wayfarer said. "Well, better get this thing back to Twilight now. Thanks Turner."

"My pleasure, come back any time chap!"

"Oh and bring snacks!" Derpy yelled as the front door swung open and closed.

'Poker huh?' Wayfarer thought as he readjusted the clock before walking back to the library. 'That ought to be interesting. They all seem like nice ponies too.'

Wayfarer was surprised to see Twilight standing outside of the Library when he returned. She was prodding the dirt with her hoof and looking rather anxious. When he walked up to her, she turned to stare at him for a few seconds before sighing and lifting the clock off of his back, setting it gently by the door.

"Can we take a walk?" she asked quietly.

Hesitating for only a brief moment, Wayfarer nodded and allowed her to lead the way. They trotted slowly through town in silence, not a word said between them as they walked clear out of town, opposite of the open expanse that he and Celestia had had lunch in. Finding themselves in the foot hills in between Ponyville and the small mountains that interlocked with White Tail Woods, they stopped at the top of a rise, where Twilight turned and looked back the way they came. Following her line of sight, Wayfarer also turned to look back at Ponyville. The town was silhouetted against Canterlot Mountain, and to their left, just visible against the smaller line of mountains, was Twilight's castle.

Twilight sighed and shook her head, then turned to look at Wayfarer. "This is my home." She said simply. "I may have grown up in Canterlot, but Ponyville has felt more like the place I belong then the capital ever did. The ponies here are just as much my family as my parents or my brother, I care about them more than anything else." She paused for a moment to look back to the town again. "A year ago, I came here living under the impression that I didn't need other ponies to be the best I could be. Since then I've seen dozens of times how wrong that assumption was. I've faced so many dangers and hardships with Applejack, Rarity, Fluttershy, Pinkie, and Rainbow Dash that I'm always nervous about what life might throw at us next. But this?" She gestured over over to her castle. "Everything that's happened in the last two months... it's beyond everything else. This isn't a conqueror wanting to take Equestria for themselves. The Shadows, these cloaked ponies, they don't want to rule... they want to destroy." She turned back to Wayfarer as her body began to shiver and her eye grew wide. "I'm more scared now than I ever was facing Nightmare Moon, or Discord, or the Changeling Queen, or even Sombra!"

"Oh come on." Wayfarer said suddenly. "You honestly believe these Shadows are worse than the Changelings?"

"I do."

"... why?"

"... The Shadows... they were in my head..." Twilight's shaking started to grow in intensity at this point. "They knew just the right things to say to make me deny the part of myself I was most ashamed of... and I'm still hearing them!" She collapsed to her haunches and shook her head, clearly on the verge of tears. "They keep pointing out every little flaw, every little mistake! And I'm forced to just accept all of it! I keep feeling like I've failed my friends! How am I supposed to live like that? How is anypony supposed to live with that?"

"Twilight..." Wayfarer said gently. "Stop it. It's not the Shadows whispering these things." Twilight looked up in confusion. "It's you. You're looking for mistakes and flaws, so of course you're going to find them. Everypony doubts themselves from time to time, they just have to accept that those doubts are there and then work to make things better."

Twilight looked at Wayfarer and just shook her head. "It can't be that simple," She said.

Rolling his eyes, Wayfarer sat in the grass next to the conflicted princess. "Alright then, I'll bite. Dr. Wayfarer will see you now, you'll excuse me if I don't have a couch for you to lay down on. Tell me what's on your mind, Miss Sparkle."

Twilight stared at Wayfarer for a moment, before she let out a heavy sigh. "I'm just... confused. I told my Shadow that my destiny was mine to choose, but I have no idea what my choices even are! More importantly, how will my friends factor into it?" She cast another worried glance to Ponyville. "If my friends can't be a part of my 'destiny' then it's not a destiny I want."

"Well than you're pretty well off," Wayfarer said encouragingly. "From what I've seen, you've got some pretty close friends. I bet they'd follow you to Tartarus and back if you thought that's where your destiny would take you." That got a bit of a smile out of Twilight.

"But still," she said. "I feel like I'm in the middle of a vast ocean without a compass or map to guide me."

"Well... it's not like you need those anyway. Long as you've got wind in your sails you can go where ever you want. And besides," Wayfarer pointed up to the sky, where the sun was slowly descending. "Even in a featureless ocean, you still have the sun to guide you when you need it."

Twilight's eye seemed to spark at that, as if some great yet blindingly obvious truth was revealed to her. She smiled and started to chuckle under her breath, until it burst forth into full blown laughter. "And I thought I said corny lines!"

Wayfarer shrugged and smiled too. "Nothing wrong with corn. Doesn't go as well with wine as cheese does, but hey."

The two continued to smile and stare at the valley around them, the sun casting a magnificent array of colours across the mountains and tree tops. They talked with each other about more inconsequential things, Twilight managing to worm out a few stories from Wayfarer about his life in Baltimare, just as she was beguiled into telling him of her adventures in the year since she moved to Ponyville. Eventually the conversation died down and the wind began to pick up. Twilight stood and let the breeze toss her mane and tail about.

"I think the wind is telling us to go home now," She said simply.

"You feeling better now?" Wayfarer asked, standing as well.

"A little." She replied. "Still mad you let a half conscious Rainbow Dash talk you into taking the guest bed while she took the couch, but that's hardly the sort of thing to get in a tizzy about. I'm sorry."

"Apology accepted."

And with that, the two returned to the library, replaced the now fixed clock on the wall, and joined Celestia and Spike for dinner. All the while they were unaware of a certain dark turquoise pegasus watched from the shadows cast by the setting sun, sneering as she plotted her next move.

Luna and Iron Gavel walked in stride with each other through the corridors of Canterlot Castle, both on pins and needles. Preparations for the Summer Sun Celebration were in full swing, they'd be more than ready come next week, but still there was a bit of an underlying tension within the walls of the capital. Gavel was distracted by the chaos amongst the Canterlot Elite that Blueblood's recent actions had caused. Blueblood had vacated his post as head of the group, leaving a power vacuum that many were anxious to take. Without Blueblood though, the organization practically had little to no power, and while that should have made Gavel happy, it didn't. Why would Blueblood willingly leave a group that he himself founded in complete disarray? It made absolutely no sense to the Prime Minister.

Luna had her thoughts diverted by something a little less definable. Ever since the night Blueblood briefly disappeared, she'd felt a strange presence in her halls that simply didn't belong. Now had it been simply a ghost or spirit, that would have been one thing, but Luna felt like this mysterious presence was familiar to her. She often tossed a glance behind her or did a double take at any mirror she passed, sure that somepony or something was there, following her about. But there was never anything there, and that just made her even more nervous.

Both ponies had begun attributing the nasty feeling they were having on the only culprit they could: Prince Blueblood. Neither of them could stand to see the self important smirk he wore these days, even more than before because now both knew he'd put some sort of plan in motion and were desperate to try and figure it out before this plan could pick up steam.

"This is going to drive me up the walls." Iron Gavel said. "What's his game? He's given up almost all of his power to, what? Put us into a false sense of ease?"

"That might be part of his plan." Luna said. "But I think he's got something bigger up his fetlocks than simple plans for seizing the throne."

"What makes you say that if I might ask?"

"I've been seeing things. Things that aren't there when I take a closer look. And there's a familiar feeling I've been having sense he made his little announcement. I don't think he's alone. I think he's got a shade or spirit working with him."

"A spirit? Really, Princess Luna, Nightmare Night is still a long ways off."

"I'm serious, Gavel. If he's made some sort of deal with a creature from Tartarus-"

"Then it will backfire and he'll be out of our manes,” Gavel said. “Blueblood isn't that tactful or powerful though."

"Still, I'd rather not have to deal with another jail break. Especially not after what happened when Cerberus got loose."

"Yes, I shudder to think what would have happened had Princess Twilight not returned that mutt before anything truly nasty got out."

"Agreed. Well, the night draws near. I must bid you farewell for now, Prime Minister."

"Good night, Your Majesty." Gavel said as he bowed and continued on his way while Luna headed for her personal quarters.

Luna had decorated her place with many an odd assortment of trinkets. Her driving curiosity to catch up with all she'd missed during her time in the moon had led her to pick up every strange device that caught her eye. Her former mentor and friend, Starswirl the Bearded, had a similar interest in gadgets and gizmos, though he usually invented such things himself. One such device that Luna owned was a scale model of her moon, which changed phases as the real one did and would glow in the dark when charged with sunlight beforehoof. It was a lovely little thing that Luna kept on her bed stand, so that her celestial body was always visible, no matter where the real one was in the night sky.

She passed this device and her four-poster bed and stepped out onto the balcony, summoning her strength for the evening ritual of raising the moon while her sister, where ever she was, moved the sun over the opposite horizon. The great pale crescent rose before her, along with the thousands of stars she'd placed so carefully in the sky many thousands of moons ago. Her father had taught her the wonderful art of star forming, her first constellation still proudly hung in the north to this day. She remembered her father telling her it was beautiful, even when she claimed it was ugly. Now she looked at the arrangement of white lights and saw that her father had been right, though she still felt that she had gotten the visage of Starswirl completely wrong.

With her duties fulfilled, the princess turned to get some shut-eye before she had to awaken early the next morning. She took a moment to glance at her mirror, and once more she saw the figure that wasn't there. She didn't look away this time though, she had the phantom in her sights now and she wasn't going to lose it. Glaring, she approached the mirror and spoke to whoever this apparition was.

"Creature of shadow. I am Princess Luna, Lady of the Night and of the Moon. Who are you? What business do you have in my castle?" The figure said nothing, but its cloak shifted slightly, revealing a mask under its hood. Luna glared even more intensely at this, deducing that this was one of the same hooded ponies that Luna had read about in Celestia's letters to her. "Are you the one causing trouble in my lands? I shall warn you now, you will not succeed. Thou's plan will be foiled by my sister and her protege, and your pact with Blueblood will end in naught but miserable disgrace and failure."

The shade laughed softly at this before it started to move out of view. Luna attempted to keep the figure in the mirror, but eventually she lost sight of it. She turned and scanned the room, but saw nothing out of place or otherwise strange. She cursed under her breath for not gaining any information, then summoned a bit of magic in her horn to scan for anomaly or intruder, before putting up a force field that would keep the shade out if it ever tried to return in the middle of the night.

Luna then climbed into bed, duly aware that her encounter just robbed her of any desire to fall asleep. She didn't fear the creature though, she only feared its purpose and plans. She wrapped herself in her covers and turned her self to look at the softly glowing moon replica, only to notice a peculiar pattern had appeared on the globe's surface. It was a pattern she had become all too familiar with from all the history books dated in the time of her banishment. Quickly she shot from the bed and took hold of the small moon, but the pattern had disappeared just as quickly as the figure had.

Author's Notes:

I apologize to you all for the lack of any updates to this story in the past few months. Life is busy. C'est La Vie.

On the positive side however, I'd like to thank and welcome my friend Red Sage for helping to edit this story. Expect a lot less butchering of english grammatical rules in the coming chapters.

Red Sage and his own stories can be found over here - http://www.fimfiction.net/user/Vermilion+and+Sage