Whats love got to do with it?

by Furstreak

First published 18th of April, 2012

Not just another HiE story. nooooooooo (read desc)

A magical storm tears a human from his reality and into the land of Equestria, where he soon finds out that things aren't what they seem to be. Through many adventures and trials, he will face the odds against fate to try and do his best at protecting his new friends, and they him.

Once he finds that he can never return home, he submits to the idea that life in the ponyverse might not be so bad. Then again, tossing a human that has seen and experienced horrors that these ponies have never dealt with, may cause some interesting occurrences.

*NOTE* Before you start reading this story, I want you to know that I started this story when my skills as a writer were at a terrible low. The grammar, among other things, are terrible at first. After the first 50 or so chapters, the grammar does improve, as well as the overall story line. I have worked very hard to make this 'Gary Stu' character as far from the reference as possible. I have developed him into his own being and built the story around him and his actions. Please, before giving me any votes at all, give the story a chance and read through it. If you want, compare the old chapters with the newest and see how well I have changed over time. I promise you will not be disappointed.

Spoilers in comments as well.
Feel free to give constructive criticism and comments. Telling me that the story sucks and related bad mouthing comments will be deleted. If you don't like the story line, please feel free to move on.

Awesome cover art done by Asa_harris http://asaharris.deviantart.com/

PDF DOWNLOAD LINK!

★1. Surging Storms!

The wind howled as it tore leaves from the trees, causing the branches to snap under the sheer force of the wind. Apples fell left and right from the trees all over Sweet Apple Acres, many being bruised or damaged badly. Applejack was out in the fields with Big Macintosh catching as many of the apples as they could before they could hit the ground to avoid being damaged. No sooner as one bushel had been filled then another one was kicked into play. Big Macintosh breathed heavily as he ran as fast as his hooves could carry him, ducking and weaving to avoid falling branches and catching falling apples as they were blown from the trees. He yelled to Applejack as he finished filling another bushel and rushed to get another.

"AJ! Don't worry'bout the apples, Ah've got as much of the field covered as ah can. Go find ah Pegasus and see why the weather is acting all crazy."

"But, Mac, we need teh..." Applejack was suddenly cut off by Big Macintosh as he stomped the ground hard sending a small tremor around her.

"No buts! Now GET!" He snorted as he started running to catch more apples.

Applejack's eyes went wide in surprise at Big Macintosh's sudden vocal outburst. She hesitated for a moment then took off toward Ponyville at top speed. Although the wind was gusting all around, there was no rain to be seen or felt. The sky was covered in thick grey clouds which seemed to roll with the wind. AJ made it quickly into Ponyville and began looking all around for a Pegasi. She was mainly looking for Rainbow Dash, as she could make it to Cloudsdale to find out what is wrong with the weather, but had no luck. A loud crack of lightning shot across the sky briefly illuminating everything in sight then going back to a dull grey as the wind continued its torrent. AJ was having a hard time moving in the wind, she looked around for some cover but all the shops and houses were shut tight. No lights were on anywhere in sight.

"Gotta find shelter. This is getting to dangerous for anypony teh be out in." She said as she continued looking around.

Twilight settled in quietly listening to the wind outside as it continued tearing through Ponyville. Spike was curled up underneath a blanket at her side, shivering slightly in fear as the huge tree library creaked and groaned under the constant pressure of the wind. The creaking began to grow as a loud SNAP was heard, then a loud crash. A gust of wind began filling the library as it had snapped off the large balcony overhang branch on the Tree house library. Twilight jumped up, running up the small flight of stairs to the area were the balcony once stood, using her magic to block the wind.

"SPIKE! I need you to take an emergency letter!" Twilight yelled over the roaring wind as it pressed harder against her magical barrier. Spike rushed to get a red piece of parchment, then back to Twilight who was straining her magic against the wind. He put quill to parchment as Twilight began.

"Princess, This is urgent! Ponyville and possibly all of Equestria may be in danger from this storm. A part of the library has already suffered heavy damage and I am using all my power to keep it together from this terrible wind. Why are the Pegasi creating such a terrible storm? If this continues then there may be many injured ponies and creatures from this constant wind damaging things. Please help. Twilight." She spoke as Spike began rolling the parchment into a bund and breathed in to send it.

"Wait Spike, Use the emergency breathe, That will send it to Celestia and not just her chambers or throne. Spike gave a shudder as he took in a deep breathe and held it. He opened his mouth and breathed out slowly letting loose what seemed like a blue slow motion flame as it incinerated the parchment in his hand. Instead of floating away in a green smoke though like the normal method in sending a scroll. This one vanished into thin air being instantly delivered to Celestia. Only a few moments had past when Spike let loose a loud burp that turned into a reply parchment from Celestia. Spike quickly began to read it.

"Twilight, I am currently in Cloudsdale speaking with the weather team, This weather phenomenon is not due to the Pegasi, But due to an extremely rare magic storm that hasn't been seen for several hundred years. I have seen many in the past and they will always have destructive force. Please, if you are able, let everypony know about this danger, and to remain indoors or undercover until it has past. I do not wish to see another pony hurt. I am unable to use my magic to try and disperse the storm as magic usage will only make it worse in the areas nearest to the magic focal point. Please do not worry about the library. Do not use your magic for any means unless there is no other choice. Stay safe. Celestia."

Twilight gasped at the thought of the princess being unable to do anything about the storm and the fact magic could cause it to get worse. Realization hit her, she was using magic to block the broken staircase from the wind. She immediately stopped the magic flow letting the air rush in. The wind had gained much force since she began using her magic, hitting her and Spike hard, and pushing them back and down the staircase. She squinted her eyes through the massive force of wind and located spike, picking him up as she yelled over the roaring wind.

"We need to get to Sweet Apple Acres! The Apple family has several storm cellars everypony can use for shelter."

Spike nodded and held on tight to Twilight as she made way to the door of the library. Twilight braced herself on the side of the door before she opened it. The force of wind literally tore the door from its hinges as she opened it, causing it to fly across the room and wedge itself like a knife into a bookcase, in turn, causing books and paper to fly in every direction. She squinted her eyes as she forced herself outside through the wind. Upon making it out the door though the wind shifted directions and was now blowing away from her, into the direction she was going. Although she could now see, she couldn't help but be pushed in that direction. Every step she took made her move roughly 5 steps in order to keep her from falling. She managed to make it just down the street to Sugarcube Corner before she noticed a sign in the window. "Evacuated". She then looked across the street and to other houses and shops, Almost everyone of them had that same sign. The lavender unicorn smiled knowing her friends were now probably safe, and picked up pace giving a light trot as the wind blew her harder making it seem as if she was running at full speed toward Sweet Apple Acres.

Applejack was not fairing well. She had almost made it to Ponyville when a rouge limb had struck her hard on her front right leg. She could no longer walk in the wind without falling down so she had taken shelter in a small cave on side of the path to Ponyville. She lay quietly as she watched debris fly around outside. Giving a loud sigh as she lay her head down. She hated not being able to help anyone and hated even more when it came to getting hurt. Even though she was a workhorse, she was always careful to not get hurt. AJ snapped upright as she saw a purple pony skid by the cave on their side. The pony smacked hard into a tree and lay there out cold. Peeking her head out of the cave as the wind rushed by, she watched the wind as it had turned into a now, gale force speed, uprooting trees left and right. AJ squinted to see what pony was crazy enough to be out in this weather, looking over to the tree where the little purple pony lay, she saw some movement as something else purple detached from the pony.

"Oh hayseed, its Twilight and Spike." She said, her heart racing, seeing Twilight hurt. Spike managed to stand up only to be forced back onto Twilight who was out cold. He reached down and shook her hard trying to wake her but to no avail. A rope suddenly lashed out in the wind against Spike and Twilight. Spike looked up seeing the rope and gave it a tug, the rope tugged back. He traced it back to what he saw was a cave but couldn't see who was pulling it. Without thinking he tied the rope around Twilight then pulled himself along the length of the rope edging his way to the cave. After what seemed like an eternity he made it into the cave.

"Oh thank Celestia yer ok. Where's Twilight?" AJ said welcoming the young dragon into the cave.

"APPLEJACK!" He yelled rushing up to her giving her a hug.

"Ow careful there partner, mah legs hurt." She said lifting it to avoid any weight being put on it.

"I'm sorry, but we need to get Twilight in here, she's hurt to. We'll need to drag her in." He said as he picked up the rope and tugged.

"Here Spike, Tie the rope teh me an'push. We can pull her inteh the cave."

After a few moment AJ and Spike were slowly dragging the unconscious unicorn toward the cave. After a few minutes they had managed to pull Twilight into the cave. She was still out cold and covered in dirt and leaves from outside, Her left side was scratched and bruised from the drag, and her head was bleeding badly. AJ gave Twilight a gentle nudge trying to wake her and was greeted with a soft groan.

"Oh thank Celestia she's still alive." AJ smiled laying down beside the purple pony, trying to keep her warm. The three friends sat quietly, huddled together inside the cave, waiting to see when the storm would stop, and help could be reached.

★2. We're not in Kansas anymore!

Rarity was in her shop running around, gathering materials, and putting things away as quickly as she could. One window had already shattered in her shop, and the wind was throwing everything around, She was just lucky that there wasn't any rain coming in through the broken window.

She kept using her magic to levitate objects and placing them here and there. Not knowing the damage her magic was causing. The storm began to pick up around the boutique, another window shattered, then another. Rarity screamed in panic and ran to the cupboard under the stairs to hide. She could hear the wind tearing through her shop, a loud bang came from the door she was hiding behind as something had hit it hard. She screamed out in panic using her magic to shield herself in fear. The storm began to swell around her shop, picking up speed.

Lightning began to crack all around the shop, sometimes hitting it as it leapt about. The wind all over Ponyville began to die down as the storm started to recede. It began to accumulate around Rarity's shop. She was now in grave danger as the wind swirled around quickly as it began to slowly tear apart her shop and home. Pieces flying everywhere as it kept getting worse.

The whole shop began to fall apart as every piece of it was now swirling in a tight loop around where it now once stood. Rarity gasped as the door flew from its hinges and she was sucked out only to see her shop and everything around swirling through the air with her. She screamed in terror as she balled up, using her magic as a make-shift shield against the elements. A loud crack was all that was heard, then everything stopped. The wind suddenly quit and Rarity found herself falling to the ground. She was lucky enough to land on a bunch of fabric that had been caught under the edge of a large shelf, which cushioned her fall.

She stood up looking around at what was left of her home, seeing nothing but pieces of the splintered wood scattered about, Clothing and cloth littered the ground, ruined, shredded, and in piles. Strewn about like confetti at one of Pinkie Pie's Parties. She sat down on her haunches and began to cry, sobbing quietly.

"Of all the worst possible things....... this is the...... worst........ possible........ THING!"

Back at Sweet Apple Acre's, Big Macintosh had saved many apples and managed to get them into the apple cellars along with most of the ponies in Ponyville. Rainbow Dash, and Pinkie Pie, were among the missing ponies there that AJ and Twilight had looked for. However Fluttershy was not among the crowded cellar where all the ponies and apples had taken refuge. Mac stood near the entrance of the cellar, making sure that it would hold and keep everypony safe.

The wind kept a steady pace for sometime, increasing but never decreasing in strength. The door to the cellar rattled hard making everypony huddle together in fear. Big Macintosh began piling anything he could find in front of the entrance to block it, should the door come loose and be pulled away from its hinges. Time slowly passed as everypony waited quietly, always staring at the entrance. Just as everypony began to lose hope though, the wind began to die down. The massive roar began to soften, and the rattles from the door almost stopped entirely. After a few more minutes Big Macintosh decided to unblock the entrance and check outside. Moving items left and right and slowly making it up the stairs, he listened for a moment before unlocking the door and pushing it open. Daylight shone through what little clouds were now in the sky, putting forth its warm rays onto everypony. Big Macintosh looked around the farm taking in the amount of devastation that had taken
its toll.

The farmhouse was tattered, but still standing strong. A day or two of TLC would mend it up right. The barn which was closest to them was in shambles. Pieces and farm equipment lay everywhere. His gaze searched the fields of apple trees. Many had been knocked down, snapped in half, severely damaged, or uprooted, but most still stood strong. It would take time, but what trees that had little damage would again produce fruit. Apples littered the ground, and what few that were still on the trees were barely hanging on. He gave a sigh as he turned around to the cellar entrance announcing that the bad weather had past and it was safe to come up. Everypony made way to the surface, also taking in the devastation that had past. Many offered to stay and help with the cleanup, while others made their way to their own homes to see if they were damaged. It would be a while before Sweet Apple Acres was back to its old self again. Big Macintosh suddenly stopped in his tracks as his littlest sister came up to him.

"Big Macintosh!!! We need to go find sis, What if she was out in that storm an got hurt?"

Big Macintosh gave a determined glare looking toward Ponyville. "You stay here and help with the cleanup. I'll go look for AJ." He took off without further word in full stride along the dusty road to Ponyville.

Back at the cave the wind had died off, making it safe to leave, But the two injured ponies were unable to leave, Spike was their only hope.

"Ok you two, stay here and I'll go get help. I hope at least somepony can help us out." Spike said as he exited the cave. He surveyed the area looking at all the damage the storm had caused. A groan escaped him seeing it all, knowing that help would be hard to find if this much damage had also been done to Ponyville. Spikes eyes narrowed as he looked down the path to Sweet Apple Acres seeing a small dust cloud begin to form and head in his direction. As the dust cloud began to close in on his position he could see a large red stallion with an orange mane in front of the dust cloud.

"Big Macintosh! Hey! STOP!" Spike yelled to the farm pony as he came to a grinding halt, breathing heavy from the nonstop sprint from the farm.

"We need your help Mac, Twilight and AJ are hurt! We need to get them to a doctor fast." Spike ran toward the cave where the two mares were, Mac in tow. Upon entering the cave AJ's expression went from pain and worry to utter joy seeing her brother.

"Oh thank Celestia yer here bro, it's been a right mess for the both'o'us." AJ said as she stood up trying her best to help Spike and Big Mac place the unconscious Twilight on his back. AJ let out a quiet groan hopping to the side as Spike bumped into her leg.

"Ow, gosh darnit. Ah hate it when ah get hurt, this is gonna take forever teh heal." She groaned.

"Come on AJ, hop on." Big Mac said turning to the side in front of AJ motioning her to hop onto his back next to Twilight, which dangled like a wet noodle across his back.

"No way, Ah'm just fine to make it to the farm on mah own." AJ said giving a huff as she hopped toward the entrance.

"No more arguing! Get on! We don't have time for this." Big Macintosh growled giving a hard stomp to the ground. AJ gave a small whiny of surprise before carefully crawling onto her brothers back.

"I'll go and search for others that might be hurt since I'm alright. Take care of them big guy." Spike said as he exited the cave with Big Macintosh and the two mares. Big Macintosh gave a nod and took off back to Sweet Apple Acres in a slow gallop, so as not to jar loose his passengers. Spike heading into the opposite direction toward Ponyville.

Spike had made his way into Ponyville and began searching all around to locate any and all hurt ponies. It had taken roughly an hour to make a complete search of several piles of debris, all the while worrying over Twilight, hoping she would be okay. Soon his search ended at Rarity's former home. She was sitting nearby, crying quietly over her now destroyed home. Opal was sitting next to her attempting to comfort the now, homeless pony. Spike made his way quickly to her side thinking she was hurt.

"Rarity! Are you okay?! Are you hurt?! How did you make it out of your home?! Were you in it when it was demolished?!" He spoke quickly as he checked her over to make sure she wasn't hurt.

He moved her elegant purple mane from her face to check and see if she had been hurt there, only to stop to see her sad expression and tearful face, She gave a quiet sniffle as she opened her eyes looking at the young dragon. Spike felt his heart jump into his throat as their eyes connected. He gave a soft smile and spread his arms offering her a hug, which she quickly jumped into, grabbing and holding Spike tightly as a new wave of tears flooded from her eyes.

He could barely contain his own tears from hearing Rarity cry, and hugged back stroking her mane while whispering quietly to her, trying his best to comfort her. After a short time, her crying had ceased and they separated.

"Thank you Spike. I'm sorry you had to see me like this, I feel simply awful because of this whole thing." She gestured toward her home, now in ruins.

"It's okay Rarity, you have every right to cry, a lot of damage was done to Ponyville but it seems you got the brunt of the storm. You didn't happen to use magic did you?" Spike asked giving her a look of wonder.

"Yes........ yes I did actually, I was so frightened for my well being I put up a shield around myself while hiding under the stairs. However did you know?"

"The princess sent Twilight and me a reply earlier when the storm had just begun to get worse and damaged the library. She said it was a magical storm and magic only made it center around the caster or area of magic. I guess you didn't know huh?" Spike gave a sorrowful look as the white unicorns jaw dropped.

Had she known about this, she would have most certainly just dived under her bed instead of using magic to shield herself. But it was to late for that now. Her home was now a pile of rubble and nothing was about to change that.

Reality suddenly hit Spike hard.

"Oh my gosh! Twilight and AJ were hurt during the storm, we should head to Sweet Apple Acres and check on them!"

"Hurry Spike, hop on, we shall make haste to Twilight." Rarity said as a purple aura enveloped the small dragon, lifting him up and plopping him onto the white unicorns back as she took off at full gallop. Spike was in heaven now as he held onto the white unicorns mane as she gallop toward the farm at the outskirts of the small town.

They made way quickly toward Sweet Apple Acres, only to stop just outside the farms perimeter to see a large home that they had not seen in Ponyville before. It was an older Victorian style home painted white and had 2 floors. A large wrap around porch, and an extra large door to one side of the home. It was much larger than any door the two of them had ever seen. They walked quietly up to the house looking at it with questioning eyes. As they made their way onto the porch they could see that the trimming on the home was badly damaged, and the door had been partially pulled away from
its hinges, still attached at the top but the bottom hinge had been pulled from the thick wood it had been previously attached to. They pushed past the towering door and into the home looking around at everything which was now mostly scattered across the floors.

"Hello? Is anypony in here? Is anypony hurt?" Rarity finally yelled trying to locate the occupants of the house. Spike tensed up at the sudden outburst and jumped from Rarity with a start.

"Geeze, give a guy a warning next time before you yell like that. I almost jumped out of my scales."

"Oh darling you shouldn't be so jumpy, I'm simply looking for WAAAAHAHAAAAAHA!" Rarity screamed as she jumped back, back peddling quickly and running into a large dresser. She stopped frozen in fear as she looked forward. Spike rushed to her side, sliding in front of her in a protective stance looking forward to see what had scared her. To his surprise though all he saw was a large bookcase that had toppled over onto some type of creature which lay unconscious on the floor.

"Oh my gosh! Rarity, we need to get this off this....... whatever it is. It's hurt!" Spike yelled racing forward, swiping as many items away from the bookcase as quickly as he could. Rarity stood motionless, frozen in place until Spike had made his way over to her, stepping in her direct line of sight of the creature and yelling into her face.

"HEY! SNAP OUT OF IT!"

The white unicorn gave a whinny of surprise then proceeded cautiously toward the injured creature. She gave a slight grunt as she used her magic to levitate the large bookcase from its place atop the creature and placed it to the side. Spike quickly began to remove the books from around the creature. Rarity walked quietly over to the creature, lowering her head to his face and listening, giving her ear a flick as she heard him breathing, but barely. She looked down, her eyes tracing the outline of the figures face. She had never seen anything like this creature and gave it a strange glance. Spike continued his torrent of removing the books from the creature. Rarity using her magic to help in the removal of books, finally finished as the last of the pile was lifted away and placed neatly on the shelf that had once been atop the figure. Rarity gave a smile of satisfaction as she looked at the shelf, all the books neatly in place.

"Oh no! This creature is hurt pretty bad. It's bleeding." Spike said causing Rarity to turn around and rush back over to see a small pool of blood forming around the beings head. Rarity quickly rushed toward the entrance of the home yelling back to Spike.

"Stay here in case it wakes up. Don't let it move if it does. If it can talk then tell it to stay put, help is on the way." She
exited the home and headed toward Sweet Apple Acres just a few hundred yards away.

Upon arriving Rarity looked around seeing many ponies around the farm. A small tent had been set up for the injured, there wasn't many doctors or nurses around, but most Unicorns knew first aid magic, except herself of course, her talents were spent elsewhere on things other than first aid.

She had made her way into the tent where the injured were, only a hoofful of ponies were minorly hurt. A few cuts, some scrapes and bruises, nothing major. Twilight and Applejack were hurt the worst. Both were laying in seperate beds, AJ with one of her forelegs in a cast from having been broken, and Twilight with an ice pack on her head from the blow she had taken earlier from a rouge branch. Big Macintosh sitting quietly between the two friends, AJ to his left, Twilight to his right.

"Oh thank goodness everypony is alright. I was so worried." She began, then noticed the lack of Rainbow Dash and Fluttershy. "Where are......" She was cut short by the doctor who had walked up to check on Twilight again.

"Those two were in the way so I sent them out to check in Cloudsdale about the weather." He said with a huff, removing the ice pack from Twilight's head then placing it back again making her groan from the sudden shock. Big Mac gave an annoyed snort as the doctor moved away.

"Oh my! Doctor, there is an injured....... thing just outside of the farm. It's inside a house I've never seen before, it's bleeding as well. We need to check on it quickly." Rarity said causing everything to stop.

"Did'ja just say a house outside th'farm?" AJ asked giving her an odd look. "Sugarcube, didja hit yer head er somethin? There ain't no houses outside the farm, just trees an th'dirt road." She said giving a chuckle.

"No really, Spike is with it now. We simply must hurry." Rarity said in a slight panic.

"Nurse Redheart, Go with her to this injured creature. My skills are needed here for now. Patch it up and bring it here for further examination." The doctor stated as he went to check on another patient.

"Big Macintosh, will you please help too, we will need to put it on a small wagon to pull it back, it is a rather large creature after all." Rarity said giving him an innocent smile. Big Mac just gave a sigh getting up and moving outside the tent toward the barn to get a wagon.

★3. Is he the one?

After a short distance, the three ponies had arrived to the house in question. Big Mac giving a thoughtful 'hmmmmm' as he looked the house over.

"This house was never here before, was it?" Rarity questioned.

"Nope." Big Mac replied as he followed Nurse Redheart into the home, closely followed by Rarity. The small line of ponies stopped as Nurse Redheart gasped seeing the creature before her. Spike running up and greeting Rarity with a hug.

"Thank Celestia you're back, I was getting worried everypony wouldn't make it in time." He said smiling at the white unicorn, happy to see her.

Nurse Redheart gently nudged the creature causing it to stir, and give a groan.

"My goodness, don't move sir, we're here to help you. You've sustained some injuries so please don't move, you could only further the damage." The nurse said sternly.

"Al-alright." Replied the creature, causing everything to momentarily stop, which quickly started again.

After a few minutes, with some directions from the nurse, and the young man had been placed onto the wagon Big Mac had brought with them. After the young man had been secured onto the wagon, they quickly made way to the medical tent inside Sweet Apple Acres.

Questioning and puzzled looks were given by all passers-by as the small crew, and injured being, was brought to the tent. Most of the ponies had left the tent to finish resting at their respective homes, while AJ and Twilight were the only two left in the tent, besides a gaggle of Doctor ponies, which all sat quietly around a table, awaiting the creature in question.

"Clear the way, patient coming through." Nurse Redheart spoke up as Rarity levitated the young man into the tent and onto a bed across the room from Twilight and AJ.

"Holy horse apples!? What in tarnation is that thang?" AJ spoke out in shock upon seeing the creature, bolting upright in her bed to get a better look.

"I haven't the slightest darling." Rarity said as she moved to Big Macintosh's previous place between the two mares. The doctors all spoke quietly as they examined the being in front of them. Gauze and bandages were applied to many areas of the being, and quickly around his eyes. He had lost consciousness along the route to the farm and had yet to reawaken.

Twilight gave another groan, sitting up in her bed from the commotion going on across the room. Slowly removing the ice pack and focusing on the what she thought was a pony being worked on, she gasped aloud, dropping the ice pack onto the floor of the tent. Her mouth hung open as she took in what she saw.

"Spike! Get me red parchment stat!" Twilight yelled causing everyone to stop.

"Everypony back away from that creature! NOW!" Twilight yelled as she got up from the bed, moving across the room to the young man being bandaged up.

The doctors didn't listen as they continued bandaging up the man. Twilight giving a growl as she used her magic to pick up and move everypony away from the young man. AJ, Rarity, Big Mac and Spike all gasped seeing Twilights actions.

"I'm sorry everypony, But on royal commands I must ask that you to exit the tent and wait to be called upon. The princess will be here shortly." Twilight spoke as she pushed them out of the tent.

"Spike! Parchment! Now!" Twilight yelled causing the young dragon to trip over himself to hand the lavender unicorn the red parchment.

Twilight quickly scribbled something onto the parchment and wrapped it with the ribbon, handing it back to Spike, who promptly sent it flying away with his magical fire breath. A few tense seconds passed by as they sat in silence. Within a minute of the scroll being sent, there was a bright flash outside of the tent. Celestia entered the tent with haste giving a slight pant as she looked around, her eyes falling onto the human man, laying bandaged and unconscious on the bed at the far end of the tent.

Twilight began to speak but was cut off by the princess.

"In all my years, I never thought I would ever see another human in this world. I have waited a millennia to see another one, and here, right before my eyes, lay one of them." The white Alicorn spoke softly, tears coming to her eyes as she collapsed at the humans side, her head resting quietly onto the bedside next to the him.

"Princess! Are you alright?" A mixed shout came from all the ponies in the tent.

"I'm fine my little ponies. There is no need for alarm. I was simply startled is all. This is the first human to set foot into Equestria since before Nightmare Moon had been imprisoned." Celestia stated with a soft smile, still looking to the mans bandaged face.

"Uh....... So what in the hay is a human?" AJ spoke, breaking the silence and causing the princess to laugh quietly.

"My little ponies, let me tell you of a story untold to any. This story is my own, I never put it into a book, and I never wish it to be in one. So please, keep this to yourselves." She said giving a sigh.

"When I was many years younger, I had experienced storms such as the one that had transpired today. Many warnings were given to all ponies about the storms, and for the unicorns to avoid using magic during them. However, every so often a unicorn is not told, or forgets about the warnings, and uses magic anyway. This in turn causes a great shift in time and space, which initially rips a hole in the fabric of time itself."

"During the time before Nightmare Moon being imprisoned, there was a storm such as the one from earlier. One of my students forgot about when they were told to never use magic during this type of storm, and essentially brought a human into Equestria from another time and another world. The human had been a farmer from a green planet filled with life, and plants. Their population was small, and he knew nothing of our world. He quickly befriended myself, and my sister Luna, at the time though, she was Nightmare Moon. He taught many ponies how to till the earth, and make gardens. At the time we all were vaguely familiar with farming, but what he had taught us, saved all of Equestria. With his help, we all now know how to farm and create life from the seed we plant in the ground."

"Without him, we may not be here today. However during that time, Nightmare Moon decided to never let the night pass. There was an incident that caused the man to lose his life at her hooves. This was the catalyst that caused me to imprison her on the moon. I was sure we could have found a way to continue to pass the day to night, and back, without her becoming so annoyed at the ponies of Equestria for sleeping through her beautiful night. But upon this young man's death, I snapped. I broke down and called upon the elements of harmony to help banish her to the moon."

"That human was the only being to truly make me smile, and treat me as just more than another friend. He was my mentor for as long as I had known him. I had fallen in love with him, I had hoped that this human would be the same one, but as I can see, he is different in every way."

The small group sat in stunned silence, taking in what they had just heard. Celestia stood and headed for the tents entrance.

"Twilight, I will leave this human in your care for the time being. As well as your friends, and all of Ponyville. He will need to readjust to his new surroundings, as he will not be able to return to his original home again in his lifetime. Equestria is now his new home."

Celestia gave a saddened smile as she began to exit the tent but stopped as she heard an unfamiliar voice. The voice of the human.

"So that's it eh? I must be dead then because I have no clue as to what you people are talking about, and where the hell is Equestria? I've never even heard of such a place."

Everypony, including the princess, gasped, freezing in shock from the sudden outburst.

"Oh my, I didn't think you were......" Celestia was cut off.

"Awake? Sorry to disappoint sweetheart. I may be bandaged up and in rough shape but I think I can still pull off playing possum pretty good." He let loose a loud laugh, then a groan as he pulled his hand up to his head. "Ow, that smarts. What the hell happened anyway? Last thing I recall is hearing a loud ringing sound, then a flash of light."

"Well." Celestia began. "You were caught in a time storm, and were essentially sucked into an alternate plane."

A short silence followed and then the man burst out laughing.

"AAAAAAHHAHAHAHAHAHAHAAAA! Holy crap that's a good one. I don't think I've ever heard anything so funny in my life. Thanks, HAHAHA, I really needed a good laugh, but seriously, what happened?"

Another awkward silence.

"That is what happened, sorry." Twilight spoke rather bluntly.

"What the hell!?" He yelled as he began tearing off the bandages from his eyes and head. "You people are nothing but a bunch of fuuuuu........." He trailed off as the bandages left his eyes before they focused on the 'people' he had been talking to in the room.

"Heh, heh heh. *snort* Hahaha, HAAAAHAHAHAAA!!!! Oh god I must be dead or insane!? What the FUCK is going ON!?"

"Such language! Please refrain from using such filth in the presence of the Princess, and ourselves!" Rarity stated rather rudely.

The young mans head snapped to Rarity as she spoke up. "Y-you talked?! That's not possible. How can a pony talk?!" He said as he pulled his hand up covering his mouth in shock.

"It's alright Rarity, he is, after all, just now taking in his surroundings, whether they are from his original plane of existence, or not." Celestia said giving a warm smile to the man.

"B-but how? This isn't possible. Horses can’t talk?! How can you all talk?" He said looking around at the entire group as he just noticed how colorful everything was.

"And what is up with the colors? None of you even look real. Well at least I.............." He looked down at his hands now for the first time seeing that they too, were now a colorful shade of tan peachiness. He began to breath heavily looking at himself, throwing off the covers and seeing the rest of himself, and the clothes he had on, all were a cartoony shade instead of the normal degree of realism he had been used to.

"Please calm yourself, you’re going to pass out if you don't breathe properly." Twilight spoke, moving up to his side.

"Properly? PROPERLY!? How the HELL can I breathe properly knowing I'm in a flipping cartoon world with talking ponies?!" He shouted pulling his hands up to his head, pulling on his hair.

"There just isn't any possible explanation to all of this. Cartoons are meant for children, they can't possibly be real life places! Can they?" He slowed for a moment as his demeanor calmed slightly, his hands fell to cover his face in silence as he listened to the breathing from himself and everyone in the tent. He kept his hands over his face while he spoke out.

"Ok, I think I've calmed down enough. You all seem to be rather intelligent beings and have morality, otherwise the white one wouldn't have asked me to watch my language in front of the princess." He stopped for a moment as he gathered that bit of information.

"Wait, princess? This land is ruled by royalty? That is rather strange. But then again, I am in a cartoon world filled with the full spectrum of colorful ponies. What’s not to believe." He laughed, finally pulling his hands down and laying back in his bed.

He lay there quietly for a short time before finally picking up again. "Alright." he began as he seemed to be taking everything in pretty quickly, adjusting faster than the ponies had thought. His hands found each other, and placed themselves under his chin in thought as he sat up again.

"Ok, either this is a dream or I really am in an alternate reality. I'm not leaning toward the dream part, as I can actually feel everything and I didn't wake up from shock. So I guess I'm actually here, and not dead." He said giving an exasperated sigh.

"So......... What now?" He said to noone in general.

Author's Notes:

Big thanks to ReFro for helping in editing my awful grammatical skills when I first started this story.

★4. Magic and Muscle Cars!

A short time later, after some talking with everypony, and formal introductions were made, The young man returned to his home just outside Sweet Apple Acres along with Twilight Spike and Rarity.

"Man, my place is a wreck! How did my whole house manage to come along with me when I got sucked into this world?" Charles groaned as he took in the damage his home had acquired during its inter-plainel trip to Equestria. He walked around his home picking up various items that had managed to be tossed to the floor during the whole incidient. He stopped near the mantle, bending down to pick up a picture frame that had fallen, shattering the glass that was held within.He turned the photo to face him, giving a soft smile as he ran a hand down the side of the frame. The picture showed a woman and man standing behind a young boy, his family from long ago.

"I miss you, mom'n'dad." He spoke quietly to himself as he sat the picture down on an end table, picking up and placing the lamp that had fallen over to its upright position. He turned around seeing books and other items floating around the room, in turn, causing him to stumble backwards, bumping into the end table, shocked from seeing this. "Uh........ How?" He stammered pointing around at the floating objects.

"Oh, I'm sorry, we were just trying to help tidy up. We can stop if you like." Twilight stated as she placed the objects she was holding quickly into their respective spots in Charles' home.

"No, please, you can help, I was just a little shocked seeing everything floating........ how did you do that?" He asked encouragingly.

"Well, Unicorns such as myself and Rarity, have the ability to use magic in a variety of ways. One use is telekinesis, or the ability to move objects without actually touching them." Twilight smiled as she felt she had taught the human something new.

"No, I'm aware of that ability, but in the world I'm from, its simply a myth. As are Unicorns, Dragons, and actually quite a bit of stuff. I have a feeling though that their are quite a few things in this world that I'll run into that are nothing but myth in my world." Charles stated, giving a nervous smile.

"Why yes darling, their are many different other species in this world. Twilight, myself, and our other friends have had quite the run-in with many of them. I'm sure you will as well eventually. But lets hope that you don't meet the terribly rude ones that will try to hurt you." Rarity smiled as she picked up the TV that had overturned onto the couch, and setting it upright.

"Yea! Like that big Hydra you guys managed to escape, OH! Or that Manticor that Fluttershy tamed, and the Minotaur that turned her into an assertive monster." Spike laughed not being able to get the image of a mean Fluttershy out of his head.

"Seriously? You have got to be pulling my leg on that one. A Hydra and a Manticor? Those are mythical beasts in my world, and you're telling me they exist in this world?" Charles spat in surprise.

"Yes, They are very much real in Equestria. However, you may not meet a friendly one in your lifetime here, they are always a spectacle to watch from a distance." Twilight smiled, putting forth more knowledge for the human.

The human smiled at Twilight as he began. "So I'm guessing your a teacher or something, you seem to have quite a bit of knowledge about everything, so why don't you tell me what you know about humans."

Twilight stopped and thought for a moment. "Uh..... actually your the first one I've met, plus there is no literature on humans in Equestria, so I guess I don't know anything other than what I know about you." She stated with a sheepish smile.

"He gotcha there Twi." Spike chuckled.

"Ah well, we will have plenty of time to get to know one another. Your princess said that I wouldn't be able to leave this world in my lifetime, And from what she told us all about the magic storm that sucked myself and my home into this world. I'm guessing it all to be true." Charles said as he plopped down onto the couch. "Ugh I'm beat. This whole mess has literally worn me out, I think I'll turn in for the night and get up to check out your town, Ponyville was it? In the morning." He said giving a stretch.

"If you three need anything just give me a shout. I'll see what I can do. Its not like I'll be going anywhere anytime soon heh. I'll be fine here on my own." He said expecting the three to head out to their respective homes.

"Uh, actually Charles, My home was damaged during the storm and is being fixed as we speak, but it wont be ready for a few more days." Twilight spoke laying her ears back shyly.

"And my home was completely d-destroied from the s-storm." Rarity said stifling a tear as she almost began to cry.

Charles looked at the to ponies as the little dragon comforted them both. He gave a heavy sigh as he stood up and began to walk toward the staircase. "Come on you three, follow me."

The two ponies and dragon looked at each other then to the human as he began to climb the staircase. He stopped at the top looking over the banister toward the group. "Look you three. You helped me out and I'm not about to be a jerk and put you all out in the cold when you were so kind to me, AND, saved my life. I have extra bedrooms that I'm not using so you are welcome to stay here until your homes are fixed or rebuilt. It's the least I could do to help you out."

A smile broke out across the three figures as they rushed up the stairs happily saying thank you repeatedly.

"Oh man, I hope I don't regret this later." Charles thought to himself as he led them down the hallway, first stopping at the restroom showing them were it was in case they needed to answer the call of nature. The next room in line was filled with bookshelves and tons of books scattered about. The bed was covered with a fallen shelf and countless books.

"Uh, Ill help clean this up in a minute, let me show the others to their rooms." Charles stated, realizing his home had taken more damage than he had previously thought.

"Oh don't worry, I can handle this myself." Twilight said giving a smile and trotting into the room.

The next room was pretty standard, a few things were scattered here and there from the homes transition. But overall it hadn't been damaged like the rest of the house.

"You can stay here Rarity. It's not too elaborate, but hey, it's a bedroom." He smiled to the white unicorn.

"Thank you darling. I shall clean up in here and have it sparkling before you know it." Rarity smiled going into the room. Charles moved further down the hall into the last room inviting Spike in.

"This used to be my room when I was little. I never did get rid of anything so your welcome to do as you like in here, just try not to break anything please." Charles said as he led Spike into a childs room. The room was littered with toys and items of all kinds. Spike had never seen so many toys in his life. He eagerly went in and started playing with toys left and right giving a thank you as he sat down.

Charles smiled giving a sigh as he walked back down the hall, looking into the rooms as he went. He stopped at Raritys room seeing that it was perfectly straightened and she was just finishing up the bed. She smiled to Charles as he gave a nod back in surprise. He moved on to Twilights room and stopped dead in his tracks seeing the unicorn laying on the bed reading a book quietly. All the shelves and books were back in their respective spots and nothing seemed to be out of place. Charles stammered for a moment as he looked on in shock. Twilight looked up from her book and smiled pointing toward her horn.

"Telekinesis, remember?" She smiled. Charles just nodded in shock and continued to his room at the end of the hall. Entering his room and plopping onto his bed, he gave a large yawn as he pulled his hand up to rub the cut he had received from earlier in the day feeling of the stitches that held it together. He stood up and began to disrobe then hopped back into bed. He lay there quietly as he took in the days events. Never in his life would he have thought that he would end up on a different world, much less, leave his home world in any other method than when his life ended. This was going to take some getting used to, as he was now the only human in existence on this world. He was alone, on a world filled with talking creatures that weren't human, where myth and magic existed in harmony with the planet itself. Yes, life was going to be a roller coaster for him from now on.

Morning brought singing birds along with the sweet smell of muffins and oatmeal. Charles awoke from his slumber hearing the chatter of people downstairs. Adrenaline hit him as he had forgotten about his guests and rushed to the window to see if any vehicles were outside parked. He flung open the shade looking outside to see nothing but farmland and an apple orchard as far as he could see. A large red barn was in the near distance. He scrunched his brow confused for a moment then remembered the passing events of the previous day. He began to relax until a sweet voice called to him from downstairs.

"Time to wake up darling, breakfast is ready for you and is getting cold." Rarity said with a song in her voice.

Charles gave a sigh as he pulled his clothes on and headed downstairs. He arrived in the dining room to see a total of 6 ponies and a baby purple dragon sitting around the table. They were all chatting quietly until Charles entered the room. Upon further inspection he noticed streamers and party supplies all over the house. A little pink pony was happily hopping around the room, a big smile across her face. She quickly pounced the human to the floor looking down at him smiling.

"This is your welcome to Ponyville slash Equestria party!" She said wrapping her hooves around his neck giving him a hug, then quickly hopping off of him to the other side of the table to munch on a cupcake.

"Uh...." Charles began as he pointed toward the pink pony while looking at Twilight.

"Oh don't worry about her. She's just being Pinkie Pie." Twilight giggled.

"So your the new guy in town huh? Your pretty strange looking. But then again, I've never seen a human before. Anyways, welcome to Ponyville, I'm Rainbow Dash." The Pegasus stated as she examined the tall human.

"I'm Pinkie Pie!" The pink pony said between mouthfuls of cake, spraying bits here and there. Waving a hoof at the human.

A yellow Pegasus mumbled quietly to the human as she hid behind a lock of pink hair. Her ears lay flat against her head as she shied away.

"This quiet one, is Fluttershy. She'll warm up to you eventually." Rarity said giving Fluttershy a gentle hug.

"My name's Charles, it's a pleasure I'm sure." He smiled taking a seat as Pinkie placed a large piece of cake and a cup of punch in front of him .

AJ was sitting quietly on the sofa in the living room away from all the hustle and bustle of the welcome party. Her leg was throbbing from the short distance she had traveled to the humans home from her farm. She had refused Big Macintoshs help, saying she was fine and could make it on her own. She regretted that decision as she made it to the house, her leg had not hit anything during the short trip, but still moved slightly from all the hopping she did to get to the house. She gave a heavy sigh as she sat there looking at her cake and punch. With a broken front leg she would only be able to eat or drink directly from where the food and drink sat.

"Hey AJ, whats up? Why you sitting in here by your lonesome?" Charles said as part of his accent began to show. AJ jumped at the sudden interruption of her thoughts.

"Oh pony feathers! Don't ya'll go'n sneak up on me like that." She huffed sitting back in her seat a little more.

"Why ain't you eating? Lots of goodies in there. You haven't even touched your cake or drink. Whatsup?" He asked, looking at her then back to the group in the dining room. He looked at them for a moment seeing the pegasi and earth pony using both hooves to hold their food and drinks. He then looked back seeing AJ's front leg in a cast.

'It must be to painful for her to lift it and use properly.' He thought to himself. AJ gave another sigh looking at the cake. Charles rolled his eyes realizing the orange earth pony just had to much pride to ask for help, he sat down next to AJ, sitting back into the comfortable couch.

"You not hungry AJ?"

"Not really." She replied, as a silence was interrupted by her growling stomach. "Well, maybe a little." She said as her ears lay back in embarrassment.

"Then let me help you." Charles smiled grabbing the cake and fork, cutting a piece off an heading it toward AJ's mouth.

"No thank you, Ah don't need any help." She huffed yet again.

Charles sat back giving her a stern look. "Now AJ, I will not have a guest go hungry in my home. Either you let me help you or I'll just have to let your friends in there know your being stubborn."

A small whinny of surprise came from the workhorse as she looked over the top of the couch back into the dining room full of ponies, then back to Charles. "Fine, but ah don't owe ya nuthin fer this, ya did offer ta help." She said with a grump.

Charles just gave her a smile and began feeding her bites of cake. Her ears lay flat seeing him smile at her. Cheeks flushing a light pink. After a few minutes the cake and punch had been consumed. AJ patted her belly with her good front hoof. "That hit the spot. Thank ya kindly Charlie." She gasped realizing her mistake in saying his name, covering her mouth in embarrassment.

Charles looked oddly at her realizing her mistake and expression, then proceeded to laugh. "Its alright AJ. I know Charles is rather formal after all, so Charlie is fine. Besides, being a friend means your comfortable with what your friends have to say to you, even if it is a nickname or shortened version of your name right?" AJ's face burned red as her eyes looked away from him, she just gave a nod as he smiled and walked into the kitchen with the dishes that once held punch and cake.

AJ sat there still burning red, her heart racing at what had just transpired. Never has she been fed by someone else before since she was but a new filly that had just come into the world. She hasn't trusted anyone else to do that, ever, not even her friends. What made this new being so different that she would allow him? She couldn't find the answer. Just as her thoughts began to clear, everyone decided to make their way into the living room with AJ.

"You look a little lonely Applejack, mind if we join you?" Twilight smiled offering a cupcake and cup of punch. AJ declined graciously as Charles re-entered the room.

"I hate to say it ladies, but unfortunately I'm going to have to start cleaning and repairing this house. As much as I'd like to finish this party, I have to get things done." A unified Awwww was given by all as they reluctantly began to clean up. Charles sighed as he watched them move slowly around for a moment to clean up before speaking up again.

"Well, I guess I could start with repairs outside first, it's not like I'm going anywhere anytime soon." He laughed, his hand
rubbing the back of his head nonchalantly. A unified Yay! was made by all as the party picked back up. Charles shook his head, a smile across his face as he exited the room heading to his garage.

Upon entering his garage he noticed a few things had fallen from the shelves that lined the walls, but had avoided hitting his car. He gave a heavy sigh of relief as he circled the car picking up the items that had fallen and placing them back onto the shelves adorning the walls of the garage. Circling the car to its rear he raised the garage door by hand as there was no electricity to use the automatic door opener. Sunlight cascaded in from the noon sun, shining down onto the vast green earth. He placed his hands on his hips and took a deep breath exhaling happily. Never had he smelled such clean, pristine air. It was absolutely wonderful. He turned around heading to the drivers side of the car, setting down in it. He loved this car more than anything. It was an 1969 Oldsmobile 442 fully restored to its original glory. This had been his dream car for the better part of a decade and when he had finally found one to purchase, it had been in shambles. He took more than 5 years to rebuild the entire car by hand. Doing everything to it himself. Now all he could do with it is let it sit there. A single tank of gas at full. Once he finished that tank, it was very likely that he would never be able to drive it again. He didn't know if this world used fossil fuels or not, but he hoped that it did. If it didn't, he would have to walk everywhere, and that meant time wasted. But maybe he could learn to like it. But for the time being he thought. 'Lets fire this baby up and listen to it purr.' With that he started the car, sending a loud purr out as the fuel ignited in the engine. A wonderful low rumbling came from the car as he placed it in gear and backed it out of the garage into the grassy area in front of his home.

The noise from the car had startled all the ponies inside as they raced onto the porch, AJ hopping closely behind them. They watched in awe as they saw Charles getting out of the strange contraption they had never seen before. Rainbow dash was awestruck as she traced every curve of the car.

"What I Equestria is THAT thing?" She shouted as she flew all around it slowly.

"Well I hadn't really planned on taking it out of my garage, but I need room to store stuff as I fix the house room by room. So this beast will have to wait outside until the repairs are done. This is a car, people from my world use them to move faster from where they want to go. This car is my pride and joy. It took me almost 10 years to finish rebuilding it." Charles said with a smile as he walked around the front of the car, opening the hood.

"But what was that noise coming from it a minute ago?" Twilight asked, her curiosity getting the better of her.

Charles lifted the hood to check over the engine, answering questions as he did.

"Well, this machine runs on a combustion engine, the noise you heard was the explosions inside of it."

"Can you make it do that again?" RD asked landing beside the car and looking into the open driver side door.

"Yep."

"How fast does it go?" RD asked

"About 150 MPH on a smooth straightaway. If I'm lucky." He chuckled.

"That's not that fast, now if it could break the sound barrier then I'd be impressed." RD smirked as she began flying around the car again.

"Ha, if a this thing could break the sound barrier I'D be impressed. But it's not capable. Hey, how do you know about the sound barrier? I haven't seen any technology in your world other than what was in that tent I was in yesterday. Please tell me this world has fossil fuels like gas or oil." He said giving RD a longing look.

"Well we do have oil, but I'm not familiar with this gas you speak of. We may be able to find some though." Twilight said placing her hoof on her chin in thought.

"No, it's alright. I can make my own fuel for my car. All I need is some distilled water, some steel and something to make an electrical current. It will take a while but I think I can modify my car to run on strictly hydrogen." Charles said giving a determined look.

"All those items can be found in Ponyville. I know of a couple shops you can go to. Shall we go?" Twilight said with a twinkle in her eye, finally being able to help out.

"I guess it wouldn't hurt to go for a drive. Would you ladies like to go with me? I need to know the area anyway so I don't get lost. Plus I'll need to go into town and introduce myself so the townsfolk won't freak out when they see me for the first time."

"One other thing. There are a few contraptions in Equestria similar to this car of yours, but they run on magic and don't make as much noise. So if you do take this into town please make it a little quieter." Rarity chimed in.

"Well I can't make it quiete,r but I can ease off the gas when we get closer to town. That might help a little." Charles smiled as he jumped into the car, reaching over and pushing open the passenger door. "Come on ladies. Get in. AJ your up front since you need some leg room." Charles smirked giving her a wink.

The girls piled in, AJ being the last and giving him a hardy har har look as she closed the door. Fluttershy squeaked hearing the door shut.

"You all ready?" Charles announced as he turned the key igniting the beast they were in. A loud rumble was sent through the air as he pressed the gas down a couple times.

"I LOVE that sound." Charles growled as he slammed the car into gear and sent mud flying out behind the car. Everyone screamed in terror, or delight, it was hard to tell. Charles pulled onto the dirt road and eased forward slowly gaining speed as he got a feel for it. He managed to get up to around 30 mph before he decided it was a little rough to go any faster.

"Hey, I thought you said this thing could go fast?" RD questioned in a disappointing manner.

"It can, but if I go faster I could damage it and might not be able to continue driving it."

"What do you mean?"

"Well imagine this. Your flying your normal speed and decide you want to land, but in order to land you need to slow down right? Well imagine if you decided to keep flying but instead of completely taking off from the ground, you dragged your legs with you. They would get damaged right? This is the same concept, but the ground has grooves and bumps, and I can't take off from the ground to avoid them. So the faster I go, the greater risk there is to break or damage the car."

"That's a strange way of putting it, but I guess you're right. If I did a sonic rainboom while running, I might just tear my legs off." RD said giving a smirk.

"A what?"

"A sonic Rainboom. It's when I break the sound barrier and my mane becomes a long rainbow across the path I fly. I'm the only pony to ever pull it off."

Charles kept driving, giving a laugh. "There is no way you can go faster than the speed of sound. I refuse to believe that any living creature can go that fast, even one from an alternate dimension."

You could have cut the silence that followed with a knife.

"Alright smarty pants, you let me out and I'll show you." RD challenged.

After a few seconds, and a quick exit from the car, everyone was situated on one side of the road looking at Rainbow Dash. "Alright now you just wait here and watch." She said giving a determined grin as she took off into the sky, all eyes following her. It took a couple minutes to gain enough altitude but RD finally took a nosedive gaining speed quickly. Everypony placed hooves over their ears as RD came at an angle toward them. Charles looked in horror as she was heading straight for them. He ducked behind his car shouting to the others, but they couldn't hear him. He quickly bolted to them screaming to get behind cover as RD quickly gained more speed, the cone stretching over her light blue body as it neared its breaking point. It was to late, She had broken the cone, shattering the sound barrier just a few hundred feet away from them, an elegant rainbow following behind her. Charles braced for the wind as RD zoomed past as mach speed. Within a couple seconds the wind and loud explosion busted pass them, knocking everyone into the dirt. Charles got up coughing from the cloud of dust that was brought up from the dirt road by the sonic boom and wind.

"Holy crap! *COUGH* She actually did it." Charles laughed walking up to the seemingly tangible rainbow that was before him. He reached out running his hand through the almost solid rainbow, a warmth could be felt from it.

The other ponies picked themselves up from the dirt, dusting themselves off. Pinkie giggling the entire time. "WOW Lets do that again!" She laughed

"Oh please, let's not." Rarity complained as she shook the dust off from her coat and mane.

Charles walked back to the car as RD landed next to him. "See, toldya I could do it." She smirked.

"I guess you did, never thought I'd see that happen. Well, lets get going, don't need to waste daylight." Charles said trying to hurry them along.

5. Inventing and Reconstructing.

A few minutes drive later they arrived into the outside of town. Twilight mentioned that the roads, although not narrow, were well traveled in Ponyville so the ground would be rather rough to drive on. Charles pulled over off the main road stopping the car and letting everyone out. They walked through town receiving some looks from other ponys as they had noticed the human following close behind the small group.

The first stop was the blacksmith. Although he didn't create weapons, he did create a large assortment of other items that you would normally find for many different things. Steel wheels and shocks for wagons, metal hitches, nails, couplers. You would be surprised to see all the things he could make.

Twilight and Charles entered the shop, It was an open air shop just surrounded by a fence, a small gazebo type room over the fire pit, a smelter to one side and various other tables and tools around the area as well. A dark grey unicorn was at the anvil, using his magic to hold and strike a large piece of iron that he had just pulled from the coals sending spark's in every direction. Some bouncing off his blacksmith's apron and goggles. Just as his hammer hit and was about to raise again Twilight spoke up catching his attention.

"Mr. Irons, can you help us please?"

Mr irons stopped for a moment looking up at the purple pony and the human next to her. Unfazed he used his magic to place the iron he was working with into a large barrel of water, a loud hiss and steam escaping as the red hot iron met the water. Placing his hammer to the side table and raising his goggle to the base of his horn away from his eyes he walked silently over to the pair waiting patiently for him. He looked the human up and down then to Twilight, his expression neutral.

"Mr. Irons, My friend here is in need of some high quality steel, or stainless steel if you can manage it." Twilight said with a smile.

The blacksmith eyes went wide at the mention of high quality. He looked back to the human with a smile. "My boy, you must appreciate high quality to ask for stainless steel. It is by far the hardest and most challenging steel to make in Equestria. How much were you needing exactly? Do you have measurements?"

Twilight was shocked, This is the first time she had heard the blacksmith speak in almost 3 years. He usually just nodded and pointed to a board that had pricing on it to get his bits.

Charles proceeded to tell Mr. Irons what he was after and how much. Mr. Irons smiled widely, you could practically see little dollar signs in his eyes. After agreeing to a price the two left the shop and made way to the next shop.

AJ stepped forward as they neared the next shop, all to familiar with the shop keeper. Charles and AJ entered as the rest remained outside. Another Unicorn was inside the shop behind the counter.

The female unicorn that was dark blue with a light blue and white mane. She turned to the two hearing the bell ring as they entered. "Well good afternoon Applejack. Have we run out of mason jars already..... OH MY!" She shouted seeing the human beside AJ, her magic suddenly stopping and releasing its hold on a couple large jars. Charles quickly moved forward grabbing them just inches before they could hit the ground and shatter. He gave a smile as he placed them onto the counter.

"Better be careful my dear, those 2 jars could have made quite a mess." He said giving one a pat on the side. Mrs. Mason stood in awe for a moment looking at the human then realizing she was being rude to her customers spoke up with a nervous smile. "Oh i'm sorry, were are my manners. Can help ya'll with anything?" She spoke in a light southern accent.

"Well ma'am, Im actually in need of a couple jars just like these two." Charles said placing his hand onto one of the two jars he had just caught. Mrs. Mason smiled at him pushing the jars toward him.

"No charge for you my friend." AJ and Charles gave an odd look. "Well if you hadn't caught them, I would be cleaning them up off the floor. So it's your lucky day. You saved us both on this event." Mrs. Mason said giving a smile.

"Well thankya kindly ma'am, I'll be sure to repay your kindness one day, So if you ever need anything don't hesitate to come see me next to Sweet Apple Acres." Charles smiled giving a slight bow as he and AJ exited the shop. Mrs. Mason waved goodbye as a bead of sweat rolled down her brow.

Exiting the shop they all gathered and headed toward Sugar Cube Corner, Pinkie Pie leading the way. Upon entering the shop the smell of many different types of cakes, pies, and other baked goods mixed into the air, causing everyone to sniff at the pungent aromas.

"Wow, Mr. and Mrs. Cake are really baking it up today. But who is watching the foals?" Pinkie said as she headed into the kitchen to find the shopkeepers. Upon entering pinkie noticed the frantic pace the Cakes were making in baking several item's at once. The foals were in a side saddle riding on Mrs. Cake.

"Hey there Mr. and Mrs. Cake. You sure are busy. What's the big rush? Need any help?" Pinkie said giving a wide smile.

"Oh thank Celestia, you're here Pinkie. Would you mind watching the foals for a little while? We have this huge order to take care of for a good customer and we are running a little behind schedule due to the foals taking our time." Mrs. Cake said as she bounded over to Pinkie.

"Sure thing Mrs. Cake, Let me just tell my friends, OH! I have a new friend with me today, he's from WAAAAAY out of town. Would you like to meet him?" Pinkie smiled as she took the saddle bags with the foals in them onto her back.

"Well sure Pinkie, Any friend of yours is a friend of ours." Mr. Cake said as he finished icing some cupcakes and heading out to the store front were the ponies and Charles were at.

"Hey Charlie! Mr. and Mrs. Cake would like to meet you." Pinkie beamed as she came into the storefront followed by the two. Mrs. Cake stopped in the doorway shocked at seeing Charles standing there. Behind her Mr. Cake bumped into her asking whats wrong as he looked over top of her seeing Charles as well.

"You'd be surprised how many times Charlie has gotten those looks today." Pinkie laughed

"Oh i'm so sorry dearys, I was expecting another pony, but i've never seen a being like this before. Please pardon my curiosity, Charlie was it?" Mrs. Cake asked apologetically.

"Charles, But Charlie seems to be the nickname ive been stuck with thanks to this little pink ball of energy." He said giving a smile and ruffling Pinkies hair, in turn making the twins laugh. "Oh and what do we have here?" Charles smiled kneeling and looking at the foals. They in turn reaching for him to pick them up. Charles smiled looking back to the Cakes, "May I?" The Cakes gave a nod and smile.

Charles was careful to pick them up, one in each arm. Charles played with them as Pinkie walked over to the Cakes. "The foals really seem to like him." She beamed.

"Uh Pinkie, Were did you say this Charles came from?' Mr. Cake asked as he watched Charles playing with the foals.

"Oh, he got swept into Equestria during the big magic storm, He's from another world entirely."

The cakes gave each other a nervous glance as they watched Charles play with the foals then realization hit as they had been wasting time on their order that was due not long from now.

"Oh no! We need to hurry! This order isn't going to fill itself. Pinkie take care of the foals, stay here also, we will be back in a couple of hours." Mr. Cake said as he and Mrs. Cake rushed into the kitchen. The sound of dishes and the shuffling of boxes could be heard as they made way out the rear entrance with all they had prepared.

"Awwwww, that's no fun, I wanted to take the foals with all of us to your house Charlie. But that's the Cakes for ya, Busy as can be and always worried about the foals." Pinkie frowned as she gathered up the foals that were tackling Charles on the floor. She made her way upstairs with the foals in saddle.

"Well those two were cute. Id like to see them again when Mr. and Mrs. Cake don't think I'm a monster." Charles sighed picking up the 2 mason jars and heading outside closely followed by the small pony group minus Pinkie Pie.

XXX

A short while later they had all made it back to Charles' home. Upon coming into view of his home he noticed a small van just outside with many different ponies walking around and even into his home.

Thinking the worst he pulled up to his home coming to a quick stop. As he was almost to the front door, out walked Celestia and another pony with a hardhat on. His features made him look a little rugged, a hammer and board crossed cutiemark was on his flank. "Whats going on here?" Charles said giving the princess a questionable look. She looked back giving a warm smile.

"I would like to formally welcome you to Equestria by fixing your home. It did receive some amount of damage during the storm. The work should be done by the end of the day. You have no worries my friend." The regal princess said smiling
as she walked around to his side standing as he watched the ponies work on his beloved home.

"I appreciate the offer princess but their are many other's that are far worse off than I. Some ponies have lost their home's or have also received damage. Even as a welcome gift from yourself I cannot accept this while others are either homeless or almost to that point from the damage. I may be new here in your world, but I am far from being first in line for this." He said as he gained the attention of everypony around. The princess' smile never left her face as she spoke. "Spoken like a true friend, but I didn't tell you the rest. You see I have every working party available in Equestria working on homes far and wide, Rarity's home and boutique will be finished in just under a couple of weeks. The Library is being worked on by a group of nature specialist ponies that help plants grow at a rapid pace. It shouldn't take more than a few day's to finish the Library. Applejack has many friend's helping out on her farm as well from being everyponys savior with her apple cellar." Celestia beamed.

Charles was taken aback by this and kneeled at her feet. "I'm sorry princess, please forgive me. I was just...." He was cut short by the princess this time.

"Just thinking of everypony else's well being before your own, Yes I know. Please never let that part of you die or become clouded young one. For it will always bring joy to yourself and those around you. I must go now, there are many more places I must visit before Equestria has been repaired. If you need anything please do not hesitate to ask, One last thing before I part ways, Here, take these bits. If you are going to stay here in Equestria, this should help you get started along the way." Celestia smiled as she pulled a large bag of bits from a saddlebag on her side. placing it in Charles' hand's. She walked up to him whispering into his ear, "I will give you a weekly allowance until you have settled into Ponyville and have acquired a job locally or of your own accord. Please don't hesitate to contact me for any reason, even trivial ones." She said, a hint of bashfulness behind her voice as she nuzzled him gently then moving back spreading her wings and launching
herself into the air, disappearing out of sight in a flash.

Charles stood there dumbfounded. as he looked into the bag of bits and at the ponies who worked tirelessly to fix his home.

AJ couldn't help but look into the bag as well. "Land sakes! The princess must really like you to give you that many bits. Why that's at least a Cider days worth."

"Oh my! With that many bits you could not only fix your home, but build a brand new one just like it next door." Rarity swooned

"Heck yeah! Or go see all the Wonderbolts shows for the next ten years." RD piped in.

"Or open a animal hospital." Fluttershy beamed.

Charles was overwhelmed as he sat down under an apple tree near his front porch. Closing the bag up and setting it to his side. He closed his eye's resting against the tall tree. He opened his eyes seeing the girls staring at him.

"Whats wrong sugarcube?" Aj spoke interrupting his thoughts.

"Not a thing, "I've just realized that Ive found a home in a place alien to me, and ive never been happier than I am right now." He said pulling the group into a hug. Mixed squeals and giggles could

be heard as Charles pulled them into a loving hug. "This is it," Charles thought to himself. "This is the fresh start I was looking for."

A/N: This is not the end of the story, I have a LOT more planned for the future and have many other chapters written and ready to publish (minus the editing of course) So stick around for the next chapter which will be out on Saturday around 4pmish eastern.

6. Repairs complete with a side of NUDITY!

A few days passed and the work slowed on repairing Charles' house. Minor things were all that was left, things Charles insisted on taking care of himself, reminding the work ponies that their skills were needed elsewhere. After agreeing and thanking him for his hospitality, they packed up and headed into Ponyville. Rarity and Twilight were still guests at his home, Twilight's stay would soon end as her home at the library was almost finished. It would be another couple days before it was fully regrown and repaired. Rarity's home would take another week at least if not a little longer to be finished. During both of their stays however, they had grown to know Charles and more about his home world. He had shared countless amounts of knowledge with them through books, technology, crafting, and even cooking. Charles had also finished his energy supply that would power his home. A small generator that would put out just enough electricity to run a few lights and other devices
in his home. He was pretty much set for the time being until he could fix a new power supply that would take less work to keep running.

The morning broke out like the rest, Rarity would get up early to make the breakfast for the three of them, Twilight would always have a book next to her that she had pulled from her guest room that looked like a library in itself. Charles would do the dishes as Twilight continued reading throughout the rest of the day. But what about Rarity? What did she do?

Breakfast had been finished and consumed, the dishes done and everything cleaned up. Charles had thanked Rarity for the wonderful breakfast and had gone about his business to finish repairing the small things around the house left for him from his asking. Rarity had decided that it was high time she did something besides clean around Charles' home. She had already made everything pristine.

The house had never seen such a scrubbing it had endured from Rarity during her stay there. She found everything so boring for the time being so she decided to go and check on Charles.

Charles was outside nailing a few boards to the side of his home, He sat on the edge of a scaffolding that had no boards across it, he had used the last board to mend the wall and was sitting on a narrow cross bar. He wipe away the sweat from his brow, his shirt tossed to the side from all the perspiration that had soaked it. Rarity had walked around outside toward him hearing the hammer connecting with the nail as it was driven into the board. she came around just in time to see him land the last few strikes into the nail driving it home into its now permanent spot inside the boards. He wiped away sweat from his brow again, his sight catching a glimpse of the ivory white pony as she stood there staring at him quietly. He gave a smile to her.

"Whats up Rarity? Come to watch me? Or are ya just that bored?" He laughed seeing her ears lay back in embarrassment, her cheeks flushing a light pink.

"Well darling, I just can't seem to find anything to do? Your home is practically dust free and very well organized, except Twilight's room which will stay a disaster until she goes home and I can straighten and organize those dusty old books. Other than that, I'm fresh out of ideas."

"How about helping me? I only like a few more minor things to do and the house will be finished. It does require some physical labor though." Charles smirked knowing Rarity all to well now. She hated to get dirty or sweaty. The last thing she would want to do is physical labor, but since this was the last thing to actually do around the house, he felt like taking a shot in the dark and asking her anyway.

"Ugh, physical labor? Mwah? It and I simply do not mix darling. I would hate to stain my coat or even ruffle my hair. Do you know how long it takes me to style my mane this way?" She said as she pressed a hoof to her mane bouncing it gently. Her nose stuck up into the air as if she were better than to get physical at all.

Charles gave a heavy sigh and fell backward's turning upside down on the scaffolding. The bend of his legs holding onto the bar that was previously his seat. He was now in direct eye contact only a foot from Rarity's face. She gasped at the sudden change in perspective and to how close Charles's face was now to hers. She stood frozen. Charles crossed his arms giving her a defiant look.

"Now listen sweetheart, life ain't all daffodils and daisy's. Sometimes you WILL have to get dirty, and honestly its quite fun. You'll never know what true fun is until you try out something new, or even gotten dirty from doing something silly to just make someone laugh."

Rarity locked eyes with Charles for what felt like an eternity, she gave no response until he began talking to her again. "Hey. You in there sugar?" Charles cocked an eyebrow as he reached out to pat her cheek to knock her out of her daze. Rarity gave a surprised squeal as the hand touched her cheek bringing her back to the real world. "EEEEEK! Oh my goodness, I'm so sorry, I must have ZONED out there for a moment as it were."

Charles gave a loud laugh as he flipped upright off the scaffolding, kneeling down to eye level with Rarity. She stood there still locked to Charles' big green eyes. He stayed there waiting for Rarity to say something until almost 2 minutes went by without word.

"Rarity." Charles began which snapped her out of her stupor. "You've been staring at me for almost two minutes now. Got something on your mind darlin?" He smirked Rarity gave a slight whinny of surprise, her face turning a bright red as she broke eye contact with him turning to the side closing her eyes and walking off in a huff.

"I was not staring, I was simply *OOF*" she walked right into the side of the house stumbling back. She gave a hard sneeze sending a small blood splatter onto the wall of the house.

"Oh crap, are you OK? Aw nah, you've gone and bloodied your nose. Come on inside, ill patch you up." He said as he took a clean rag from his pocket and started to press it to the white unicorns nose.

"Ahm qwuite awright tank you." She said as she began to move her snout away from the rag, it only following her movements trying to stop the blood from moving from her nose to her coat. Charles stopped kneeling down in front of her again, his other hand snapping up and grabbing her head gently yet forcefully holding it still as he looked into her eyes causing her to freeze.

"Listen! We need to stop this bleeding or your going to stain your coat orange for the next week, and I really don't want to hear you complain that long about an orange spot on your mane, coat, or whatever else, understand."

Rarity gasped as she was forced to be still under the humans hand, his eyes penetrating hers and causing something to stir deep inside her. Never had she been so forcefully told what to do. Or even been forcefully held against her will. The exhilaration was intense, Her heart raced at this new sensation. She simply nodded taking hold of the rag with her magic and following Charles into this home.

After some scrounging around he located his first aid kit, taking out some gauze and moving into the living room, taking a seat on the couch. He patted the spot next to him telling Rarity to sit next to him.

"Oh pweese, I am NOT some wap dog for you to...." She was cut short as Charles snapped his fingers.

"Now missy!" Rarity gasped, again being told what to do for the second time in a row, by some human. She didn't know how to react so she gave in, hoping up onto the couch placing her forelegs over Charles lap and letting him administer first aid. He raised her nose up just enough so that the blood would stop flowing out and begin to clot, the rag held gently onto her nose. He could feel her warm breath escape her mouth as he continued. She watched in silence as he held her nose gently, all the time thinking about before when she had been forcefully held and told what to do. This time it was nothing like the diamond dog incident. This time it was from someone that she knew and lived with while her home is being rebuilt. She questioned herself again and again about what this feeling could be. Then she realized what it was. She felt affection toward this human, not just friendship, but love. She sat quietly, not realizing it but she had rested her head onto his chest. His other hand resting across her shoulders. Her nose was now pressing upward under his chin, his other hand still holding the rag to her nose. A short time passed and she felt she could breathe through her nose again. She opened her eyes seeing her position and started to panic. She didn't move though as she noticed his eyes closed as well, his hand to his side with the bloody rag still in it. She could smell the stench of sweat as it had dried on him. But for some reason it didn't make her withdraw. She could actually smell him, his hard day of work in the sun, all the hours told in his messy stench. She didn't think of it as repulsive, but as being part of who he is.

Something she wanted to stay with her.

"Rarity, Charlie? Were are you guys?" Twilight's voice announced as hoof beat's could be heard on the hardwood floor upstairs, making Rarity jump in surprise, snapping her out of her daydream, which in turn woke Charles up from his nap.

"Huh? Wha......... Oh man. I must have fallen asleep. I'm sorry Rarity." He said bringing his hand up to rub his eyes.

"I'm not." Rarity said giving a girlish giggle.

"There you two are, What have you two been up to? And what is that smell?" Twilight said as she pulled a hoof up to her nose trying to block the smell and giving a disgusted look.

"That would be me." Charles said as he heaved his large frame upward from the couch, walking up the stairs toward the restroom.

Twilight shook her head as she jumped onto the couch next to Rarity. Rarity moving over into Charles' previous spot laying down. Twilight gave her an odd look as she began.

"Uh you do realize that he is stinky and you just laid down were he was sitting right."

"Oh he doesn't stink darling, its just part of who he is." Rarity began but realized that she wasn't acting herself, jumped from the couch walking by Twilight.

"Woooo, you smell just like him. What were you two doing to get all sweaty?" Twilight began then automatically Thought the worst.

Rarity stopped in her tracks, knowing what Twilight was going to say.

"You two didn't..." She was cut off.

"NO! Heavens no...... I injured my poor nose earlier outside and he simply demanded that he help me stop the bleeding. during the whole fiasco we........ fell asleep......... on the couch."

Twilight's facial expression went from shock to awe then realization. She knew that there would be no way that Rarity would give into the demands of anyone that smelt that bad unless........

Again Twilight's expression changed from thought to bemusement as she began.

"You...... like him............. don't you?" She said giving a slight giggle knowing Rarity can never hide a secret when she is called out on it.

"What do you mean? I am most certainly not!" She stated in panic backing up from Twilight next to the couch as she closed in, only stopping once her rear hit the side of the couch. Twilight pressed closer to Rarity's face an all to knowing grin across her face as she looked at Rarity in silence.

Rarity listened for a moment hearing water run from in the restroom, the signal she needed to hear to tell her that Charles was in the shower and away from what she was about to say.

"Twilight you can NEVER tell him this, or anyone else. Pinkie Promise it!"

Twilight's eyes lit up as she burst out. "AHA! I knew it!" She laughed hopping around the room.

"Twilight please. You simply must not tell Charles of this. I don't even know if I should tell him." She said withdrawing disappointingly onto the couch.

"Rarity I promise I won't say anything. But if you have feelings for him, you had better step forward and do something about them. If he doesn't know then you'll never know what might come of this, good or bad." Twilight said giving her a hug.

"Oh Twilight. Thank you, Now don't act any different from before, I don't want him to know just yet." She smiled hopping off the couch and trotting happily into the kitchen to prepare dinner.

"I just hope he feels the same way." Rarity thought to herself as she opened the fridge to try and figure out what to make for dinner. After looking through many different items she couldn't decide what Charles might like so she made her way upstairs and knocked on the bathroom door.

"Yea?" came a voice from inside.

"Charles dear, what would you like for dinner?" Rarity asked

"What? Cant hear you.Come on in." He yelled over the running water.

Rarity gasped for a moment, her face turning a bright red as she took hold of the doorknob with her magic, slowly opening it and making her way into the bathroom. She gazed at the silhouette of Charles in the shower behind the shower curtain, scrubbing away the grime and dirt that had accumulated on him during the days hard work. She placed a hoof to her mouth trying to hide a girlish smile as she couldn't take her eyes off of the scene in front of her.

"BOO!" Twilight had snuck up behind Rarity watching her stare a hole through Charles in the shower as she stood just inside the bathroom entrance.

"WAAAHAHAAAAAAHA! Rarity screamed turning around to see Twilight grinning like mad.

"What the hell was that?!" Charles yelled flinging open the shower curtain some soap still on his showered frame as he stared shocked at the sight before him.

He hadn't really realized it at first until he noticed Rarity and Twilight both staring at him, Their eyes ran from his face down and then stopped. Rarity's face burned red hot, she couldn't take it and fell over sideways out cold. Twilight on the other hand gave a smirk, her face slightly red as she spoke. "So that's what a human's..." She was cut short as Charles pulled the curtain closed around his midsection. "HEY!" He laughed his face turning red.

Twilight just laughed as she went over to Rarity giving her a gentle nudge to try and wake her, Rarity's face wore a serene smile, her eyes closed and her face a deep red. Twilight gave a sigh and nudged her again, still no response. She looked back up to Charles who was starting to turn a normal shade of color. He gave a sigh and reached for a towel pulling it into the shower as he turned the water off. He stepped out of the shower with the towel wrapped around his midsection giving Twilight a chuckle as he kneeled down to pick up Rarity. He picked her up and slowly made his way out of the restroom toward Rarity's room. Twilight gave an evil smile as she walked behind him. She knew that Charles wouldn't drop Rarity
no matter what so she decided to have a little fun.

Using her magic she grabbed the towel were it had been tie tucked and slowly pulled it free with each step Charles took. Upon the sixth step she let her magic go and watched as if in slow motion the towel fell from around his waist. All that could be seen was his backside. He let out a small gasp and stopped looking over his shoulder to see Twilight's face turning a bright red, a smile spread across her face. Charles couldn't help it and started laughing hard as he began to walk again. Twilight gave a chuckle as they walked into Rarity's room. Charles placed her gently on the bed and pulled away brushing her hair out of her face. Twilight kept staring intently at Charles from behind him. He turned around without thinking and almost bumped into her.

Now keep in mind she is just around three to three and half foot tall so she is almost in perfect height to Charles waist. Twilight gave a small gasp as he eyes were fixated on the sight before her. Charles quickly moved his hands to in front of his groin as he began turning red again.

"I bet you two planned this didn't you?" He smirked as he walked past Twilight, and toward his room. He stopped just inside his room and looked back catching Twilight's gaze. She gave a smirk as Charles gave his butt a little wiggle and closed the door. Twilight fell over laughing in the hall.

"Well at least he isn't too shy around us." She thought to herself still laughing.

7. Having a drink with the princess.

Rarity awoke after hearing the thud of Twilight hitting the floor and the ensuing laughter. "Huh.... wha?" She said groggily as she sat up in her bed. She shook her head to get that fuzzy feeling to go away.

"Twilight what ARE you laughing at?"

Twilight gave a snort between laughing as she stood up and came to Rarity's bedside. She looked up to Rarity who was giving her a questionable look. Twilight slowed her laughter enough to tell Rarity what had went on while she was out cold.

"And while he was carrying you to your room his towel 'accidentally' fell off while I was following you two."

Rarity gave a shocked expression turning red again.

"He stopped for a second, looked at me, did a little wiggle, then went into his room, You know, he does have a very nice.......... rear." Twilight giggled.

"How did his towel fall off though? I'm sure he would have made it tight so that he wouldn't need to hold it." Rarity exclaimed

Twilight gave a little giggle pointing toward her horn.

"No........ You didn't?!" Rarity smirked in shock.

"Yep." Twilight laughed.

"Well if I had known you two were so curious about my body before we may have been able to work up a mutual agreement." Charles laughed from just outside the doorway. Both of the girls gasped turning toward the doorway as Charles walked in fully clothed, a sly grin on his face.

"Oh my gosh.......did you.......hear all of that?" Twilight gulped nervously.

"Hear what? That you magically removed my towel to catch a gander at my behind? Noooooooo didn't hear that at all." He laughed. sitting down on the bed next to Rarity causing her to blush again

"I'm........... sorry about that............I don't know what came over me." Twilight said laying her ears back in shame.
Charles laugh reaching down and picking up Twilight, placing her on his lap. She gave a small whinny of surprise.

"Now listen you two. Just because I'm a different species doesn't mean a thing. I understand you girls are curious about me and all because......... well........... I'm the only human on the planet."

He trailed off for a moment looking out the window realizing for the first time that he was the only human on the planet and would remain the only one until the day he died. He let out a sigh and forced a smile on for the two.

"So I guess that means if I ever want to be happy, I'm going to have to keep all of my option's open. But it's going to be hard to find someone who feel's the same way." He said as he gave Twilight's head a ruffle making her giggle.

"You two are the only ones I've spent any time with so far. I would like to get out and meet the community and other ponies so I don't feel like some invading monster here in your world." Twilight jumped down from his lap looking back up to him. "You're no monster, and I'm sure plenty of ponies out there would be your friend in time. You just need to get out more, and walk around town."

Charles gave a smile, wrapping his arm around Rarity causing her to squeak. "OK then. How about we all three go out to eat tonight instead of cooking? I still have that huge sack of bits the princess gave to me a while back, I don't think she would mind if I treated all of us to a nice dinner." Rarity gave a small gasp looking up to Charles, a smile spread across her face.

"I know just the place darling."

The others smiled as Rarity began to describe a little diner on the outskirts of town.

XXX

They arrived shortly after a brisk walk into town, making there way to the small Diner. As they rounded the final corner, the diner came into view, as did a large white Alicorn that was walking toward her chariot.

"Celestia!" Charles yelled catching her attention. She quickly turned around seeing Charles walk up to her.

"Hey there. What are you doing in town Princess?" Charles smiled Celestia's cheeks turned a light shade of pink as she began.

"I was in Ponyville talking with the mayor about the cleanup and repairs. I have been rather busy as of late, traveling to many different cities to see how they are fairing. It has been rather exhausting but I will be heading back to Canterlot to rest and have a nice meal." The princess gave a tired smile as she explained.

"Twilight, Rarity and I were heading to that little diner to grab dinner. If you would like, your welcome to join us." Charles smile as he gestured to the small diner across the street. "Your guards can join us as well if they would like." He said waving to the two guards getting latched up to Celestia's Chariot. They stopped overhearing this and looked at Charles, then to the Princess. Celestia gave a big smile turning toward the diner as they walked.

Upon entering all eyes fell on Celestia and Charles as they chatted away. After taking a quick seat in the far corner from prying eyes they began chatting as they waited for a waitress to take their order.

"So traveling around Equestria to check on how the work is going, fixing up everything must be a long process." Charles inquired pulling out a menu and browsing through it.

"It is quite a feet to travel to check on the progress yes. But making my way home is always nice. Being the princess is rather hard at times, but I manage." Celestia smiled, levitating a menu in front of her.

"So princess, how has your travels fared? Are the places you've visited doing well in their repairs?" Twilight inquired as she glanced through her menu picking out what she wanted rather quickly.

"It has been interesting to say the least. Most of my stops have been helpful to the communities as some were in terrible discord, while others working in harmony. But, let us not speak of my travel's. I am more interested in how you three have been during your stay with our new resident." Celestia smiled at Charles while speaking.

"We have been doing very well Princess. Charles has been more than hospitable in our stay, you could say that we've grown to be a family in so many words." Rarity cooed giving Charles a wink.

"Ahem, yes, we have grown close since our stay with our friend here. It has been interesting. He has so much literature in his home that I still haven't finished reading it all." Twilight coughed toward Rarity's comment causing her to blush slightly.

"Well I'm very happy for you three. I remember when you first arrived here in Ponyville Twilight. It took you a very short time to find friends so I had hoped that Charles here could find his way into your friendship circle as well." Celestia smiled.

The waitress came up after the short conversation, taking down orders and heading back into the kitchen. The conversations carried on as they waited for the food to arrive. Within minutes the food had made its way out and onto the table. Everyone dug in, including the princess who seemed rather famished.

"Oh my, this is delightful. I haven't had such a tasty meal in some time." Celestia smiled happily enjoying her dinner.

Charles and the others smiled seeing the princess so happy and relaxed. The guards were sitting on either side of the booth to keep watch while also enjoying their meals.

A short time later after everything was finished they sat back into their seats as the euphoria of the meal crept slowly over them. Their bellies full, their minds at ease, and in the presence of friends. This was a perfect evening. Charles raised his hand for the waitress which in turn grabbed his companions attention.

"Are you making another order Charles?" Celestia inquired.

"Well I was going to ask them if they served alcoholic beverages since I didn't see a spot on the menus for them. But if they don't that's alright." He smiled

Celestia looked inquisitively at Charles, as did his other friends and the two guards. "So you drink then?" Her face turning away slightly sad.

Charles wasn't paying her much mind as he waved to the waitress who finally saw him. "I drink seldom, if at all. I usually do it to help clean my kidneys and that's maybe once a month. I've never really gotten drunk before because I cant stand the taste of the stuff. So in short no, I don't drink except for when it calls for it. Maybe on occasion with a group of friends. But other than that, no."

Celestia beamed at Charles hearing this, She was worried that this new human could be an alcoholic but his answer proved to turn this thought into dust. The waitress came over to the table asking what they needed.

"Well I was wondering if this diner served any hard drinks." Charles asked.

"We have a very small selection to choose from as it's not really a highly demanded thing around here. What would you like?" The waitress smile handing him a drink menu that pretty much looked like a business card with only 5 drinks on it.

"Hmmmm I'll have an Apple Cider. How about you girls? Want anything?" He said showing them the card.

Twilight and Rarity gasped for a moment looking to one another then the princess. Celestia looked to the waitress and smiled, "I'll have one as well." Rarity and Twilight smiled and placed their order for the same drink as well. The waitress looked a little shocked seeing that the princess had actually ordered a drink but went on to another table as they began talking again.

"Princess, I didn't know that you drank." Twilight whispered toward her.

"My faithful student. Just because I am royalty, does not mean that I cannot cut loose once in a while." She laughed.

"That's the spirit Princess. Never let life get you down." Charles gave a hardy laugh causing the rest of the group to laugh with him. As the laughing died down the drinks had been brought out to the table. Each one of the group took a mighty gulp of the Hard apple cider then set the drinks down giving a loud contented sigh.

"This doesn't taste even remotely like any alcohol I've ever tasted. It tastes just like normal apple cider to me." Charles said raising an eyebrow at the drink.

"Are you kidding? This is some potent stuff." Twilight said giving him an annoyed look. "This is made by the apple family. However it may not taste to much like alcohol it still has the same effects. So I would suggest watching your intake."

"My this cider is simply marvelous. I do say, Applejack may have made her best batch yet." Rarity smiled taking another long drink emptying her mug completely. Twilight joined her as did the others finishing off the drink in record time. They sat quietly for the next few minutes as the cider kicked in. Charles just sat their wondering when he would feel anything but it never came. However the three ladies at his table just sat back smiling quietly. A small hiccup or giggle would escape them as time went by. After a solid 10 minutes the girls were chatting away with a slight slur. The princess kept her composure as best as she could in the presence of everyone. Charles just gave a slight chuckle seeing that they were all lightweights. After a short while Celestia spoke up to the group as she stood up with a slight wobble.

"I'm afraid that I must head back to Canterlot my little ponies. *hiccup* I do not wish to have the public see me in such disarray. *giggle* So if you would excuse me I shall be going."

The two guards rose up, walking on either side of the princess and exited the building. Everyone watched as she climbed onto her chariot and her guards took off pulling it toward Canterlot.

Charles turned around seeing the waitress coming up to them. "Your check sir." She smiled. He looked at the check seeing it was 300 bits. "He gawked at the tab for a moment and started counting out the big gold bits. Twilight stopped him though at four gold bits. "That should take care of it Charlie *hiccup*"

"What do you mean. The check said 300. This is just four gold bits." Charles inquired. "I forgot to tell you about our currency calculations. Its like this. A single bit is made of copper, ten bits are a single silver bit. and a hundred bits is a single gold bit." She said giving a drunken smile. Charles then realized exactly how much the princess had actually given him. He handed four gold bits to the waitress.

"Sir, you gave me to much." She began as she started handing a single gold bit back.

"Its a tip my dear." He smiled getting up with Twilight and Rarity who stumbled a little following him. He smiled to the waitress as they all left.

The waitress walked into the kitchen in shock. "Whats wrong there Plum?" A dark grey pony in a cooks outfit said looking through the order window. She stuttered slightly as she spoke.

"You know that new human that got pulled into this world? He just gave me a gold bit as a tip." Her smile grew huge as she hopped around excitedly. The cook just looked at her in shock. Most ponies make roughly four bits an hour plus tips in the restaurant business, and this was at least a 2 days pay for her.

8. Molested before the rescue?

Charles had finally made it back home but ended up carrying Twilight as she had passed out from her drink. He carried her upstairs placing her on her bed and pulling the covers up onto her. She mumbled quietly still asleep turning over and grabbing a book pulling it to her chest. Charles couldn't help but smile at how cute this was as he exited and made his way downstairs plopping himself onto the couch, his arms outstretched to either side of him along the top of the couch, his head lay back as he relaxed. He was slightly startled as Rarity had jumped up onto the couch and leaned up against his chest. sitting down next to him. He just smiled and gave her a loving hug.

"Mmmmmmm, this is nice." She cooed nuzzling under his chin along his neck. Charles pulled away slightly at this looking Rarity in her big sapphire eyes.

"I think its time to head to bed." He said giving a soft smile.

"Oh my, and on the first date?! I'm shocked." She said as she trotted up the stairs stumbling on a couple as she made it half way up and stopped, looking back to Charles.

"But not unwilling." She said giving him a seductive look.

Charles gave a heavy sigh and headed upstairs to Rarity's room seeing her splayed out on the bed in a seductive pose.

"Rarity" he began. I'm kind of.... surprised at the way your acting. I didn't even get a buzz off of that one drink and your acting as if you've had maybe four or five beers, and that's for a lightweight who drinks occasionally."

"Oh pish posh, I've never *hiccup* been more level headed in my life. I've just come to realize what a catch you are and i'd like you to be mine is all. Why? Do you object?" she continued to stare seductively at him as she rolled over onto her back, her mane stretched out over the bed. Charles walked over and sat on the bed just near Rarity's waist. Her cheeks flushed bright red as she looked up at him.

"Rarity, as much as I would like this to happen, I cant let it. Not with you in your current state. I know that we would both regret what would happen in the morning when we are both awake. Even if you didn't remember what happened, I still would, and I couldn't bare facing you again if I let this happen. I'm sorry Rarity, but if you do have feelings for me then we could discuss them later after you've sobered up." Charles stood up heading out the room heading toward his own room. He stopped just before Twilight's room as he heard hoof steps on the hardwood floor, turning around he was tackled to the floor by Rarity. She managed to lay down on his chest looking deep into his eyes. She gave a girlish giggle.

"Now stop playing hard to get Charlie. You know you can't resist the Ivory Seductress." At that she leaned down quickly kissing him hard, her tail wiggling back and forth along his groin. Before Charles could react to the kiss Rarity went completely limp falling flat onto Charles' chest and stomach. She had finally passed out from the alcohol she had drank earlier. Charles lay there dazed looking at Rarity. She gave a quiet snore making him laugh quietly.

"I sure hope she doesn't remember doing this in the morning, it will end up making this weird." He said to himself as he sat upright pulling Rarity into his arms. Standing up he took her to her room and tucked her in. The small snore never leaving her as she quietly lay there. Charles went back to his room and hopped into bed. He lay there quietly staring out the window seeing the beautiful stars outside. His hand came up to his lips as he thought about his first kiss here in Equestria. Even though it was sweet, it still came from a drunken pony that could talk. He smiled, his eyes closed as he quickly found sleep hoping the next morning wouldn't be strange.

XXX

Charles awoke the next morning hearing a light snore. Rubbing his eyes he looked around. "Did Rarity snore louder last night after I put her to bed?" He said looking around but stopping when he felt a light shuffle in his bed. He turned quickly to see Rarity under the covers, still snoring lightly.

"Oh crap." He said as he pulled the covers off himself slowly trying to get up without waking her. Unfortunately Rarity woke up from the shuffle of Charles trying to escape. Her eyes went wide as Charles was just getting out of the bed.

"Oh no!? Charles?! Whats going on?! Why am I in your bed...... with you?" She said, her entire head was now burning brighter red than ever before. Charles gave a sigh and looked back to her.

"Well you must have snuck in here last night after I put you in your bed. You were fairly drunk and passed out."

"Drunk?! Mwah?! I highly doubt that. I also doubt I would just stroll on into your bed." She groaned rubbing her head from the throbbing it was doing.

"Well its true. Plus don't worry. I was a gentlemen when you started coming onto me and refused your advances. I'm not about to take advantage of a good friend when they have had just a bit much to drink."

"I...... came onto you?! Yet you didn't accept my advances? I... I really appreciate your honesty darling, and your chivalry. Most stallions would have had there way with me." She gave a pout looking away.

"Well I couldn't avoid one advance." Charles laughed.

"Oh Celestia! What did I do?

"You tackled me, then kissed me. I can't help but wonder if you actually have feelings for me though after that. I'm not going to ask you though....... because............... I'd be flattered and all............. but............. from prior experience in my world, that's not what happened in the long run."

"Oh my......... um............." She began but everything stopped as a loud rumble came from Rarity's stomach. "Well, I can't think on an empty stomach. How about you?" She said as she jumped out of bed making haste downstairs and into the kitchen. Some noise was being made as she began to gather everything to start breakfast.

Charles gave a heavy sigh as he walked out and into Twilight's room. He sat down on her bed quietly and started thinking. He sat there for a good ten minutes before Twilight spoke up.

"So I take it your morning isn't going so well huh." She yawned.

Charles jumped a little snapping his head around to her. "Uh............ What makes you say that?"

"I over heard your little conversation a few minutes ago. Rarity may be a little odd at times, but she has a very hard time talking to others about her feelings."

"So do you know what happened last night?"

"From what I heard in there from you two this morning is all I can think of. I was out cold last night. Don't worry about Rarity. I'm sure she'll come around to talk to you about whats on her mind eventually. Until that day comes though, lets get some breakfast." She yawned again hopping out of bed following Charles downstairs to the kitchen for a nice breakfast.

XXX

Breakfast had gone by smoothly. Charles and Rarity didn't speak about the prior events and had just sat down to eat. If anything needed saying then it could wait until later that night before bed.

After breakfast Charles had made his way into his study downstairs to catch up on some reading. It had been quite a ride these past few weeks and he really needed to sit down for a breather. He pulled a book from his desk that he had been reading on in the past few weeks but never really had time to read more than a few pages before something came up. He lay back in a large plush chair made of leather. A window to his left letting the sun shine through. A large desk in front of him. All around the walls of the room were various book cases holding countless books. To the far end of the room sat a plush couch made of soft cloth. Various objects littered the room that would be considered art in his world, but here, maybe not so much. Time went on while he flipped page after page of the book his nose had found its place in.

"Charles? Where'd you go?" Twilight yelled from in the living room.

"In here." He called from his study.

Twilight took a minute to locate the room as the door was hidden behind the staircase to the lower left of the living room. She hadn't been inside this room during her entire stay at his home.

"Well this is.........amazing!" She said walking into the room seeing a plethora of books all around her. She finally found Charles sitting at his desk reading a book and walked over to him.

"I'm astonished that your home has so many books. I've only managed to read maybe 30 books while I've been here, and now I find this room filled with even more books!?" She squealed happily dancing in place. Charles had set down his book giving Twilight a smirk seeing her so happy.

"Did you need something Twi? Charles asked giving her a small chuckle at her antics.

Twilight raised a hoof in the air to begin, her face still having a slight smile on. "Im happy to announce that my home shall be finished tomorrow." She smiled happily

"Wonderful." Charles said in a saddened tone. His hand rubbing the back of his neck. Twilight looked at him curiously.

"Whats wrong? I thought you'd be happy to finally get some peace around here with one less pony around." She smirked

"Not really. I've........ well................ grown accustomed to your and Rarity's presence here. It's nice to have someone to talk to. Even when I'm doing something else, I always enjoy a good conversation with one or both of you girls. I'm actually sad to see you leaving so soon." He looked away a little embarrassed by what he had just said. Twilight came over to his side looking up at him intently. He smile reaching over to ruffle her hair a bit. She gave out a slight giggle looking back up to him through the hair that was covering most of her face now. Charles gave a loud chuckle.

"So........ what kind of books do you have in here? Most of the books in my room seem to be nonfiction books." She asked looking around the room.

"Well, most of the book's in here relate to a lot of my work. They are mainly reference books about technology, science, biology, or anything relating to earth science. I use them mainly to help me think up ideas of something to invent. But considering I'm in a word filled with magic now, I doubt many of the things I have come up with would be useful here. Magic seems to be the main thing to help others out here. But you never know. I might run across a rare opportunity to actually be useful in producing something everyone can use."

Twilight sat there looking dreamily at Charles. He wasn't paying much mind as he looked around to various books during his mini speech.

"Your an inventor?" Twilight squeaked

He smiled looking back to her. "Well I wouldn't say that. I've come up with many ideas for things but never had the chance to build anything. I'd still like to, but considering how much technology your world lacks. I seriously doubt I would have the means to build anything though. Maybe some of the less techy items but nothing elaborate."

Twilight's cheeks flush a light red as her demeanor began to change talking to Charles. "I........ I'd be willing to help, but I would need to read up on some of the subject matter that you've already read to get up to speed. Charles couldn't help but smirk at Twilight's reaction to the whole situation. He picked out some pretty advanced books regarding physics and aerodynamics, handing them to Twilight who quickly sat across the room on the couch to start reading. Time went by as they sat quietly reading until they heard some frantic hoof beats outside. Charles looked up from his book to Twilight and vice versa. Without a word they made way into the living room just as Applejack burst through the front door panting heavily.

"Ah need help!" She yelled seeing the two standing there. Without a word they followed AJ back to Sweet Apple Acres, as they ran though, AJ began. "Applebloom is in trouble. We were in the barn moving some hay bales when a stack went sideways and hit the barn wall. We didnt think much of it at the time but it broke loose a support beam and cause the whole thing ta collapse. I managed to jump out of the way in time but Applebloom is inside. Ah can't do this without help. Big Macintosh and Granny Smith are out there trying ta find her now." She cried, tears falling from her face.

They reach the barn quickly. It was a 2 minute sprint from Charles' home but still it had taken its toll on him. He bent over catching his breath as he heard a voice from inside the rubble of the barn.

"I heard her!" He said finding a new vigor of energy as he sprinted around the barn to were he though he heard the voice. He called out to her hoping to hear her voice again. After a minute he heard a small cough and a weak voice.

"Ahm here" Applebloom spoke as loudly as her little voice could. Charles looked around trying to find a point of entry. He didn't want to walk onto the fallen barn itself as it could further injure the pony inside under it. He yelled back to the others. "She's over here!" Everyone came over to the spot Charles was at looking also.

"Applebloom! Are you ok?!" AJ yelled. A minute went by and nothing happened. No sound came from inside.

"NO! Shes suffocating inside there!" Charles yelled in a panic as he reached down to the side of the fallen barn and began to lift with all of his might. The barn weighed more than either Big Macintosh and AJ could lift together. They sat back as tears filled their eyes and fell to the ground. Granny Smith was at their side trying to comfort them.

"Twilight!.Do you know a spell that can increase my strength?!" Charles yelled as he kept trying to lift the barn.

"Y-yes, but its extremely dangerous. It might kill you due to its side effects or...." She was cut off by Charles.

"If you know it, cast it on me! I don't care about myself, We need to save this pony under any circumstance!"

Twilight was hesitant but cast the spell. Charles cried out as pain erupted from his body, every fiber in him was on fire. But slowly a creak was heard, then another. Some snapping could be heard as the barn slowly began to lift up. He pushed the barn up and propped it onto his left forearm, using his right arm he swung with all his might punching the boards repeatedly on the side of the barn. Finally he broke through after the fourth swing and pulled a board loose. "Twilight. Get her out of there!" He cried out.

Twilight came up to the hole looking around inside. She finally saw the top of Appleblooms head just under a couple hay bales. She used a telekinesis spell to move the hay bales and pull Applebloom out of the barn. Charles looked around seeing everypony out of the way and dropped the barn with a loud thud. Applebloom wasn't breathing when Twilight set her down. Everyone started to cry except Charles. He managed to crawl over to her even with the pain coursing through his body to check on her. He placed his ear to her chest. No heartbeat. She had suffocated to death, but he wasn't giving up hope. He turn her onto her back and began to administer CPR. AJ and Big Mac came over to him knocking him over.

"What do ya think yer doing?!" AJ yelled.

"I'm trying to save her life!" He groaned pushing them aside and continuing the CPR. After about a minute Applebloom cough loudly and took in several deep breaths. Charles fell back with a thud onto the dirt breathing hard, his eyes clenched shut as the spell still held its effect on him. AJ and Big Mac rushed to Appleblooms side holding her as she cough a few more times, tears of joy now replacing those of sadness as they now had there youngest sibling back. Twilight came over to Charles and lay down next to him resting her head on his chest. A few tears streaking down her face as she looked at him.

"Thank you, for saving Applebloom. Rest now. This spell did terrible damage to you." Charles coughed a couple times and then passed out.

9. Filly hugs and the drinking buddy.

Some time later Charles awoke with a start. His entire body was aching. Even taking a breath hurt. He coughed a couple times then stopped, holding his chest. Hoofsteps could be heard from outside the room. The door slowly opened revealing a large crowd of ponies. He raised an aching hand and waved them in. Several tiny hoofbeats came quickly around his bed as three tiny fillies jumped onto the bed all hugging him in unison. Charles hadn't seen these other fillies before, and was quite stunned to see this reaction to say the least. He looked to the door seeing the others coming in.

AJ, Big Macintosh, Granny Smith, Rarity, and Twilight were all around him. Applebloom moved up onto his chest wrapping her little hooves around his neck, crying quietly into his chest. The other two fillies were at his shoulders doing the same. He hugged back as best he could looking to AJ for a little help.

"Ok girls, thats enough, lets give poor Charlie here a bit o'breathing room. They all looked back to AJ and started to move away. Applebloom stopped though and walked along Charles and lay down just above his shoulder, her face resting on his chest as she nuzzled him quietly.

"Now come on..." AJ began but stopped as Charles raised his hand to stop her.

"Shes fine AJ. Let her stay." He smiled pulling his hand up placing it on her back, stroking her gently. He could see tears running down her now tear stained face. Her eyes closed as she continued nuzzling him. He gave her a soft smile as he looked around.

"That was amazin how you helped save her." AJ spoke quietly. "How in tarnation did you do that?"

"Its a life saving technique from my world. I didn't know if it would save her but I tried anyway. I wasn't about to let her go." He smiled as Appleblooms nuzzling slowed, the gentle stroking and the tears slowly putting her to sleep.

"May I ask though. Who are the other 2 youngins? I've yet to be introduced. He smiled giving a change a subject. Sweetiebelle and Scootaloo hopped back onto the bed laying down at either side of Charles on the bed. Both of their faces stained from crying. They introduced themselves.

"I'm Sweetiebelle."

"I'm Scootaloo."

"Thank you for saving our friend." They said in unison nuzzling into Charles.

"Its ok girls. Applebloom is ok and you have no worries. I'm just glad I could help." He smiled hugging them all gently.

"Ok girls lets give him some time to rest. AJ needs to talk to him alone for a few minutes." Twilight said as she picked up the now sleeping Applebloom with her magic, Scootaloo and Sweetiebelle each kissed either of his cheeks as they hugged him one final time and jumped off the bed heading out of the room behind Big Mac and Granny Smith. AJ was now left in the room alone with Charles.

Her head was slightly lowered, her hat covering most of her face. She began as soon as the door closed.

"Ah........ ah don't know how ta thank ya for what ya did................. I feel so awful that you were willing to give your life to save Applebloom. I don't know if I can ever repay ya for your kindness." She cried.

Charles smiled at her reaching a hand out to her from his spot on the bed. She removed her hat letting her golden hair fall down as she pressed her tear stained face to Charles hand looking up to him with her loving green eyes. Charles brushed her cheek gently with his thumb causing her to nuzzle his hand further.

"You don't have to repay me. I'm just glad I saved a life today. Don't ever think you have to repay me for that. Your a friend. Thats what friends do for one another." He smiled moving his hand to remove the hair from her face. She smile giving a slight blush. AJ hopped up onto the side of the bed pulling Charles into an embrace. He wrapped his arms around the little orange pony hugging her. She cried softly into his neck as he told her everything is ok.

A few more minutes of this and AJ finally broke the hug heading to the door. "Get some rest now ya hear?" She smiled exiting the room closing the door but leaving it cracked slightly. He laid back with a a sigh, his entire body still ached but now that he had seen how worried and happy his friends were to see everyone safe, he felt more at ease and soon drifted off to sleep.

XXX

The next morning Charles awoke to the smell of apples. He hadn't really thought about where he had fallen asleep last night, and looked around to see an unfamiliar setting. The bedroom he was in was fairly small, it had a tiny desk and chest at the foot of his bed. Small lamps were around the room. He raised up pulling his legs over the side of the bed sitting there for a moment then heaving himself upright walking slowly to the window. He could see the sun just above the horizon as a low fog crept across the ground outside. To his right outside he could see the fallen barn that he had saved Applebloom from, He then realized that he was staying in the Apples farm house. "That would explain the apple smell." He laughed hearing his stomach growl.

He made his way slowly downstairs seeing Granny Smith sitting in her rocking chair next to the stairs. "Well good morning to ya Charlie, Sleep well?" Granny Smith chirped

"Actually yes. That's probably the most comfortable bed I've ever slept in." He laughed.

"Well don't be shy sonny, go on into the kitchen and grab ya some grub." She smiled

Charles made his way into the kitchen seeing AJ and Big Mac cooking up a storm. Upon entering Applebloom jumped onto his chest hugging his neck. "CHARLIE!" she shouted.

Charles was taken aback by this, chuckling a little as he hugged the little filly. AJ and Big Mac spun around startled by the sudden outburst from their younger sister, then smiled seeing Charles hugging the small one.

"G'morning there Charlie. Glad to see you up'n'about." AJ smirked seeing Applebloom hugging him tightly.

"Morning ya'll." He laughed pulling the little filly from his neck and setting her down in her seat, taking the seat right next to her. He reached out ruffling her mane making her giggle.

"Thanks for taking care of me last night." He said giving a sheepish smile.

"Now don't ya'll start, its the least we could do with having you save our lil sis there. Dont think nothin of it." AJ smiled as she brought over a huge stack of cinnamon apple pancakes placing them in the center of the table. Big Mac brought over a pitcher of Apple juice. "Dig in!" Applejack smiled watching Charles intently, a small smile on her face.

After breakfast was finished, Charles helped with the dishes cleaning them rather quickly in pony standards. I guess thats because he has fingers instead of hooves. He made his way outside to the barn to take a look at it. AJ and Big mac were already pulling boards from the fallen barn and tossing them to the side.

"Need some help you two?" Charles said coming up to them. AJ fanned herself with her hat as beads of sweat dripped down from her.

"Now ya'll don't have ta help us none. You've done more than enough already." AJ said catching her breath.

"Now don't give me that, I know this is going to take a while to tear down and even more to rebuild. At least I can help shrink that amount of time." Charles smirked raising an eyebrow. AJ gave a defeated sigh and nodded to the spot were Charles could begin. AJ watched Charles for a few minutes until he started dripping with sweat. After a few more minutes he removed his shirt tossing it to the side. He wasn't extremely fit but very well built. His toned body dripping with sweat caused AJ's attention to wane from what she was doing as she couldn't keep it on the task at hand or hoof. Big Mac smirked at his sister giving her a whistle to get her attention. She turned seeing Big Mac motion for her to come over to him.

"I see the way yer looking at him AJ." Big Mack smirked causing AJ to blush furiously.

"Ah am not looking at him. Well, maybe a little." She bit her bottom lip as she turned her sight back to the human pulling boards from the barn, dislodging yet another but throwing him off balance and sending him to the dirt. He gave a loud laugh as he stood up brushing himself off and tossing the board into the pile of others behind him.

"AJ, I know he saved our little sis, but I can't help but think you might have some feelings for him over this. He does look to be a hard worker, he has a little accent like us also. I've seen this look from you before toward other stallions. Maybe you should try again." Big Mac smiled giving her a nudge. She gave a small whinny of surprise.

"I don't know big brother. I've never had much luck in the past. What makes ya think ah'll have any this time, and with a different species ta beat all."

Big Mac just smiled. "You never know until you try sis."

At that he walked back to his spot to continue working.

AJ was stuck in conflict with her decision for the rest of the day working on the barn. It had taken almost twelve hours but they had almost finished tearing apart the barn and organizing most of the rubble. Charles was sitting back against the porch relaxing as his sweat began to dry on him. He gave a big yawn looking up to the setting sun. It was almost eight and Charles had worked all day. His eyelids began to get heavy as he sat there.

"Hey Charlie. Wanna go grab a drink?" AJ spoke up bringing Charles to attention. He Turned seeing AJ sitting next to him giving him a sheepish smile. He let out a loud laugh thinking back to when Twilight and Rarity had gotten a drink.

"What in tarnation is so funny?" AJ said raising an eyebrow.

"Its nothing heh. That just reminded me of Twilight and Rarity the other night. We went to the diner in town to grab some food and ended up inviting the princess to join us. We all had a single drink. I didn't even get a buzz from one drink, but the others, well they can't hold their liquor." He laughed "Even the princess had one and she was still having a little trouble walking., I ended up having to carry Twilight home while Rarity leaned on me to get her home." AJ let out a hardy laugh.

"Yeah, they ain't never been to good at holdin their drinks. I on the other hoof drink more often than they do so i'm guessing I could drink them, if not you, under the table." She smirked tilting her hat down looking at Charles from the side.

Charles smirked finding a new vigor of energy. "Is that a challenge AJ?"

"Eeeyup." She laughed

XXX

After a short walk they had made it to the local watering hole. It was a small spot but lively none the less. They made way inside and sat down at the bar. The barkeep came over and looked the human up and down. "What'll ya have pardner?"

"Whats on tap?" Charles smiled as AJ hopped up onto a stool next to him

"Hard Cider, Extra Hard Cider, Phillydelphia Brew, Manehattan tophat, and my personal favorite, Sweet Apple Bomb"

Charles hmmmmed for a moment then looked to AJ for help. "I think i'll let the lady choose for us tonight." AJ blushed but picked out the Hard Cider. It was always more filling and took longer to get drunk off of.

After a minute the bartender brought over two pints of the hard cider. AJ took a drink just as Charles began.

"So what got ya to ask me out for a drink AJ?" He asked giving her a smile as he took a drink of the cider.

"PFFFFFFT *cough cough*" Now what in tarnation?!" AJ had spit out her drink halfway across the bar in front of her as she looked up at Charles with a disgruntled look.

Charles laughed loudly at AJ's reaction taking another drink. She smirked. "I didnt see you sayin no ta going out."

"PFFFFFFFTTT *cough*" Charles spat out his drink this time as a loud cheer came from the bar. A series of laughter followed.

"Well ...... I...." Charles began to feel a light blush filling his face causing AJ to laugh again taking another drink. "Ah don'tcha worry none about it. This is just a friendly get tagether. No harm having a drink with a good friend, AM I RIGHT BOYS?" She yelled causing everyone in the bar to cheer.

They sat there for a couple hours talking back and forth as the drinks kept coming. AJ's words began to slur slightly as the night went on. Charles had start feeling a buzz slightly and decided to move to the Extra hard cider. Many of the bars participants had come to watch the two drink and were placing bets on who would be the first to pass out. AJ's ears drooped slightly as her eyes began to part somewhat looking into different directions.

"Ain'tcha drunk yet Charlie boy?" AJ said giving a hiccup.

"Just buzzed right now. These drinks aren't all that strong." He laughed as he finished off his second Extra hard cider. AJ looked at her drink then fell forward out cold on the bar. A lot of the ponies in the bar yelled in awe and laughter as the winner had been decided. Charles laughed paying for the drinks and giving a couple hoofbumps as he picked up AJ and carried her home.

10. The spa shall TRANSFORM you!

Upon arriving at his home he could feel the alcohol taking effect more thoroughly. He staggered a little so decided it be prudent to just take AJ into his house instead of to the farm, otherwise he may pass out along the road. He brought her inside as quietly as he could, taking her up to his room and placing her on his bed. He gave her a smile and staggered downstairs to sleep on the couch.

Morning came all to quickly as he groaned out, his head throbbed slightly as he remembered last nights drinking game. He sat up slowly hearing AJ upstairs in the bathroom. He made his way upstairs slowly seeing Twilight and Rarity at the bathroom door watching worriedly towards AJ.

"Shes fine girls." He said rubbing his eyes and scooting by them into the bathroom. He took a seat next to AJ and gently pulled her mane away from her face as she heaved into the toilet. She gave him a teary smile as she caught her breath before heaving again. Twilight and Rarity looked on in disbelief.

Charles mouthed the word hangover to them. They nodded and left to do something else. He patted AJ's back as she finished heaving one last time and sat down coughing a little. Charles reached for a washcloth and put it under the cold tap water, then gently wiping AJ's face and mouth.

"Yer to nice fer yer own good." AJ smiled.

"Well I have to take care of you girls afterall, It's the right thing to do, plus.......... I........... enjoy your company. It's nice to have friends in a world not of my own." He said letting her hair go, it fell to one side of her face covering part of it. She smiled up to him, only one green eye visible. His face blushed slightly seeing her like this.

"Ahem, anyway, lets go downstairs, I have the perfect remedy for a hangover." He said leading the way.

AJ sat at the kitchen table with Twilight and Rarity as Charles pulled out a few items. He sat them on the table as he got them. A box of crackers, some salted peanuts, some bread. and some ginger snap cookies. He grabbed a handful of peanuts then a couple crackers consuming them. A ginger snap cookie followed then a piece of bread. AJ followed suit in the same order. After sitting there for a few minutes her stomach settled and she could definitely tell the difference.

"Well ah'll be. I never woulda thought that these lil things could help an upset tummy." AJ smirked. Ah'll have to remember that one. What about this gosh darn headache?"

Charles went into the restroom coming back with some medicine. "Now i'm not sure how this would work on ponies, but it does wonders for humans. I wouldn't recommend taking one until your doctors examine its effects on ponykind first." The girls gave him an uncomfortable look.

"I think ah'll pass sugarcube." AJ said rubbing her head. Charles took a couple of the pills then his eyes lit up.

"I do know a massage that kind of helps. Not sure if it'll work on ponys but your welcome to be the first test subject if you'd like?" Charles smiled. Twilight and Rarity giggled at AJ as her cheeks flushed red.

"Well...... ah guess its better than nuthin." She said tossing her mane back.

Charles came over behind her and gently began to massage her temples and the base of her ears. Her face turned a bright red as she stiffened up, but soon relaxed as the massage began to work. Ten minutes passed and Charles looked down seeing her eyes closed.

"Did it help AJ?" He asked, listening to only silence that followed. AJ began to fall sideways but was quickly snatched up by Charles. Twilight and Rarity couldn't help but giggle loudly.

"Well I guess that's a yes." He laughed as he packed her into the living room setting her down on the couch. She gave a little neigh and pressed a hoof to Charles face. He pulled away smiling heading back into the kitchen.

"How about some breakfast girls?" He asked. They smiled to each other then Rarity spoke.

"How about one of those massages instead darling?" Twilight nodded in agreement. Charles chuckled.

"Anything for you girls."

After a short massage and two other unconscious ponies. Charles placed them in their rooms and headed back to the kitchen to make him some breakfast. The others wouldn't be out for long so they may enjoy a good meal as well.

Time passed pretty quickly as Charles made lunch, as breakfast was now long passed. He had placed a large salad, and cookies on the table. He wasn't much of a cook on certain things, but he did know a few dishes. This would best suit his guests. He pulled out some salad dressing and made himself a small plate. He sat down at the table and poured some dressing onto the salad. It was a sweet smelling dressing that had a little honey mixed in with it. Soft hoofsteps could be heard coming toward the kitchen. AJ gave a large yawn as she entered the kitchen and took a seat across from Charles. He fixed her a plate setting it in front of her. He held up the dressing looking to her. She smiled giving a nod. Another set of hoofsteps could be heard from upstairs. The others had awoke rather quickly compared to AJ.

After a few minutes they had all set down and began eating their lunches. After about 30 minutes everyone had a full belly. AJ piped up. "Wel ya'll, I guess its best for me to get back to the farm. Lots o'choirs ta do today. Big Mac and Applebloom must be flipping their wigs wondering were im at. Thanks for lunch Charlie. Ah'll seeya'round." She smiled giving him a wink as she left. Charles smirk shaking his head as he picked up the dishes and began to clean them in the sink. Twilight gave Rarity a little smirk speaking just loud enough for Charles to hear.

"I think you may have some competition Rarity."

Rarity sputtered, her jaw dropping and her face flushing a light pink. "W-what are y-you talking about?!"

Twilight giggled giving a little shrug, her eyes watching Charles reaction to all of this. He was looking out the window as he washed the dishes, setting them to the side. Twilight moved from her chair to Charles' side hopping up and placing her front legs on the side of the counter. His eyes never left the window as he spoke.

"Don't worry about me Twi, just thinking about what I'm going to do for a job. I cant rely on the princess to keep giving me an allowance for the rest of my days here. I'd like to at least pull my weight and live a normal life. Well.............. as normal as it can be in a world full of talking ponies heh." He gave a small laugh at the end as he finished up the dishes.

"I think ill rest for one more day and go through some of my things. Maybe I can find a purpose after reading through some books, I have a few talents that may come in handy in this world." He rinsed his hands and went into his downstairs study leaving the girls in the kitchen.

Twilight looked to Rarity taking her seat next to her. "Charles doesn't look to happy. I'm guessing this whole transition was a lot harder on him than we initially thought."

"I think so too darling, why don't we head into town and look around to see if we might locate a job for him. I would like to see how my boutique is fairing as well. Who knows. I might hire him as a delivery boy for in town." Rarity gave a girlish laugh as she trotted to the front door, Twilight close behind, She stopped yelling to Charles,

"We're heading into town Charles." A resounding OK was heard from the far room. Twilight gave a heavy sigh as she followed Rarity outside.

Charles sat quietly in his study looking at his books. There were many to say the least and he had some skills in all of them. He was an all around guy that could manage to do just about any job if it called for it. But what would he excel at? He continued for roughly an hour as he stumbled across some books he had forgotten about. Some cookbooks filled with recipes for cakes and other sweets. He gave a smile thinking to himself. "I bet Pinky would like these." He went to the closet pulling out a backpack and put a few books into it. Grabbing a few gold bits and stuffing them into his pocket, he headed out the door and toward town. Although only a few minutes walk it would give him time to think.

XXX

He arrived in Ponyville in about 10 minutes. Watching the scenery as he walked and found himself stopping ever so often to relish how clean the air smelled and how vibrant the smells of nature were. As he walked through town a few ponies gave him a stare or two but most others smiled and waved. His time spent there was less than a month now but he had pretty much already been welcomed.

It would take some time before all the residents of Ponyville would come to accept him though.

As he walked closer to The cakes shop were Pinky lived he could smell the fresh baked goods wafting in the air. He found his mouth watering a little from the wonderful aromas. As he got closer he noticed a line of ponies coming out of the shop. He walked by them to the entrance looking inside. Mr and Mrs. Cake could be seen moving through the store frantically taking orders and delivering them to the waiting customers in line. He pushed past a pony to inside getting some dirty looks as though he had cut. He looked to them smiling,

"Dont worry im not cutting, I'm just here to drop off some things for Pinky." This caused the ponies dirty looks to turn to smiles. He walked to the side of the counter seeing the cakes running back and forth.

"Is Pinky in?" Charles asked.

The cakes stopped for a moment then started back up as they nodded toward the kitchen. He smiled nodding back and went into the kitchen seeing a pink blur moving around the kitchen faster than anything he'd ever seen.

"Hey pinky, uh....... wow........... you look really busy. Should I come back later?" He said causing Pinky to stop for a moment. She spoke as she stopped in each area she was zipping from and too.

"No .......... that's okay......... the rush should....................be over shortly.............. stick around...................... have a cupcake while you wait................." She said as a cupcake mysteriously appeared in Charles' hand. He didn't argue and went out of the kitchen, taking a seat in the far corner in a booth looking out into the street. He sat the cupcake down for a moment while he pulled the books from his backpack and looked through them as he waited. After about an hour the rush had subsided and everypony served. The cakes came out of the kitchen with a large pitcher of Lemonade sitting down at the table with Charles. Pinky soon followed partially covered in flour and taking a seat next to Charles. Mrs cake looked at one of the open books that Charles had placed on the table giving a small gasp.

"Oh my, this looks wonderful." She said picking up the book and flipping through a few pages. Charles gave a smile handing another book to Mr cake and Pinky.

"Well I was looking through some of my books in my home, I've got a few of these recipes memorized but I don't often cook sweets so I figured Pinky wouldn't mind taking them off my hands."

Pinky looked through the pages of the book quicker and quicker until she had finished the book and moved onto the next one. "Wow. These books are amazing! I've never seen so many recipes in one book. There has to be, like, a gajillion recipes in these things. I'd love to have them. Thank you so very super duper much." Pinky squealed hopping around then hugging Charles around the neck giving him a peck on the cheek then zipping into the kitchen with a book. Charles sat there blushing a little as he felt the kiss on his cheek. Mr and Mrs. cake just gave a small laugh seeing Charles expression.

"Oh don't fret deary, Pinky is one of the most lovable ponies in all Equestria. Although at times she does do a few things that she doesn't realize she does." Mrs Cake smiled.

"For example?" Charles smirked pointing to his cheek causing them to laugh quietly.

"Yes that would be one of those things." Mr Cake smiled.

"Well I hope she wont go crazy when she finds out I have probably another twenty books at home like these." Charles laughed.

Mr. and Mrs. Cakes eyes lit up. "Would you mind letting us borrow a few of those books? Our business would literally boom if we had a lot of other items available for sell." Mrs Cake beamed.

"Not at all. I can bring them back by on my next trip into town." Charles smiled as he stood up giving a little stretch.

"What would you like for these books?" Mr. Cake asked.

"Huh....... Oh nothing. I brought them as a gift to Pinky. I know she stays with you two but didn't know if you'd except a gift from a..... well.... human or not. You did seem a little nervous on our first meeting with me playing with your foals afterall. I didn't want to create any further tension between us." Charles said rubbing the back of his neck nervously.

Mr. and Mrs. Cake look to each other giving a smile, trotting over to Charles and giving him a big hug. Charles felt a little embarrassed but knew he would be accepted by the Cakes now.

"Deary, you are always welcome here. The only reason we were nervous was because...... well........ we've never seen a human before. Your demeanor was very pleasant when you were with the foals and they seemed to just eat up your attention. Feel free to come by anytime for any reason. I'm sure the foals and Pinky would love to play." Charles smiled giving them a hug back. He stood back up heading into the kitchen to say goodbye but was tackled by the pink blur as soon as the door opened. He skidded backwards across the floor in a daze as the pink pony latched her arms around his neck giving him a big hug. When his sense came back around he gave her a hug back.

"Ok Pinky that's enough." Mr. Cake said shooing her away and helping Charles to his feet. Charles laughed looking down to Mr.Cake with a questioning look. Mr. Cake just laughed.

"Shes just being Pinky Pie." Charles gave a chuckle and headed out the door pulling his pack onto his back. He looked up into the sky seeing the suns placement, He had quite a few hours of daylight left so he headed toward Rarity's boutique.

After a few minutes he arrived to see many ponies working hard rebuilding it. Rarity was outside speaking to the foreman of the group as they worked. Charles came over watching the group and catching Rarity's attention.

"Charles darling, what brings you out here?"

"Just thought i'd walk around for a bit, I just came from the Pinkie's after giving her a few cookbooks. She seemed pretty happy about that. The Cakes were very nice this time as well." He said still watching the working ponies.

"Well that's wonderful darling, i'm sure she very much appr....." Rarity was suddenly cut off by a loud pony from atop a scaffolding that had accidentally kicked a bucket of nails from beside of him.

"WATCH IT!!!!"

Charles took off like a bullet toward a pony that was in the way of the falling bucket. He lunged forward at the pony who didn't see him coming and plowed the pony over just as the bucket came crashing down. Charles rolled with the pony hitting the new wall of the boutique hard forcing the wind from his lungs . He cough gasping for air as the stunned pony quickly found his bearings and stood up with a look of shock on his face at the human laying at his side coughing. Rarity and the foreman ran over to them as did a few other working ponies.

"Oh my goodness, are you alright darling?" She said moving to Charles' side, a looked of shock mixed with awe on her face.

*COUGH COUGH* "Never" *COUGH* "Better." He said sitting and propping himself against the wall, taking in several deep breaths. He suddenly found himself in a hug from the pony he had just saved. He looked down seeing the ponies eyes welling up. He gave him a smile and patted his hardhat.

"Yer ok bud,just keep an eye out from now on." The pony smiled and let him go, going back to his work. Rarity Use her magic to help Charles up and dusted him off. He walked by the foreman who thanked him and continued his work. Rarity followed Charles out of hearing distance from the crew of ponies.

"That was amazing! I didn't think you would react so quickly." Rarity swooned. Charles smiled rubbing his shoulder as he walked.

"Yea well, I didn't think, I just reacted. I'm not about to allow a pony get hurt while i'm there to prevent it. Everyone here has been so accommodating and friendly, If it had been in my world I might have thought twice. You know I find myself missing my world less and less each day that i'm here." He smiled still rubbing his shoulder.

"Are you ok darling?" Rarity said staring at his shoulder then to him.

"Yea, i'm fine, just banged up my shoulder went I took that dive. I should be okay by tomorrow."

"Well, why don't we go to the spa? I'm sure the twins would love to meet our resident human after all." Rarity smiled taking the lead toward the spa.

"I....... don't know. I've never really been to a spa before. I've heard its pretty girly, and well............ i'm not girly in the least." He said giving a nervous smile.

"Oh pish posh, you would love it. Why, Fluttershy and I have a weekly get together there to catch up with one another. Its very relaxing and it does wonders for the complexion, Oh do say that you'll join me?" Rarity gave a little lip quiver and pleading eyes. Charles pulled his hand up to his face giving a sigh into it, her pulled two fingers apart looking through them at Rarity whoes expression was only getting more pleading.

"Ugh, ok ok ill go with you, just please stop with the big puppy dog eyes. I swear I think you girls could talk me into just about anything with that look." Charles laughed as Rarity smiled widely giving a giggle as they walked to the spa.

They reached the spa within a couple minutes walking from the boutique. Upon entering Rarity introduced Charles to both Aloe and Lotus. Charles couldn't help but notice how similar they were to each other. One was pink with blue hair while the other had the same colors but inverted. They both had the same cutie mark as well.

"The usual for my friend and myself ladies." The twins smiled widely as they prepared the rooms. Charles went into a dressing room and removed his clothes pulling on and holding a towel around his waist, he wasn't about to have another Twilight incident again. He chuckled to himself until he realized that there was only one steam room.

"Uh.... Rarity, is there another steam room?" He asked hesitantly.

"No darling, come in here." Rarity smirked until she watched Charles enter the room with her. He had nothing but a towel on that he was holding at the waist. Her face flushed red at the sight. He sat down in the corner opposite of Rarity and pressed his back to the wall of the room as Rarity poured some water over the smoldering stones, emitting more steam into the room.

"This is the exfoliating room, or steam room for short. It helps to clean your pours by making you sweat." She chirped

"Wooooo, I can understand that much. Its already making me sweat. Charles laughed sitting up as beads of sweat rolled down his chiseled chest and abdomen. Rarity couldn't help but stare in delight at his physic. She traced every curve of his muscles until she reached his towel. He had rested his hands to the side letting go of the towel. It had been tied slightly off centered in the front and was now revealing most of his left leg while falling slightly in between his legs. Rarity bit her lip watching him intently. Charles could feel her eyes on him and instinctively talked out.

"Dont you pull a Twilight on me Rarity." He smirked opening one eye looking straight at Rarity. Rarity whinnied in surprise rearing back into her corner.

"I........ I would......... never do something like that!? Its so unladylike." She said raising her nose up and away from him. Charles couldn't help but laugh at her reaction.

"Heh, i'm just playing Rarity. I know your a lady and wouldn't do something like that, I doubt you could though even if you wanted." He grinned causing her to have a look of shock on her face as it turned red.

"I most certainly could to if I wanted thank you very much." Rarity huffed.

Charles grin grew wider as he scooted closer to the ivory pony. "Oh really?"

"Yes really!" She huffed again

Charles moved just within a few feet of her still grinning. "Well then. Here's your chance." He said pulling his hands up and behind his head interlocking his finger while resting back onto them against the wall.

Rarity sputtered at the comment turning around seeing Charles with his eyes closed, his hands behind his head leaning against the wall. Her eyes went wide, her face a deep crimson as she looked at him so close. Her eyes slowly fell to his towel then back up to his eyes watching him intently, waiting for him to make a move to try and scare her. He didn't though. She gave a nervous smile as her horn lit up with magic, she started to pull the towel up and away from Charles.

*BZZZZZZZZZZZZZZZZZZZZZZZZZZ*

Rarity let out a scream as the timer went off for them to exit the steam room. Charles laughed standing up grabbing his towel and holding it up. They walked quietly out of the steam room toward there next room. He looked back to Rarity with a big smile.

"I knew you couldn't pull that off heh." He laughed *SNAP* "YIPE!" Charles turned around to see a floating towel just a few feet from Rarity, a half grin across her face.

"Oh no you didn't?!" Charles laughed turning around. Rarity giggle lowering her posture as if she was going to pounce, her tail flipping back and forth playfully. Charles swiped for the towel but missed as it was pulled away quickly. He laughed swiping at it a few more time getting closer to Rarity. She laughed

"Oh come now. you can do better than that." She laughed playfully twirling the towel around his head.

"Well I know how I can get the towel now." He smirked as he lunged toward Rarity picking her up. She squealed loudly in
surprise. She flung the towel at Charles' head which he expertly avoided and then proceeded to blow bubbles on her belly. Rarity scream laughed at this flailing about.

"Waaaaaaahahaaaaaha!. STOP THAT THIS HAHAHAHAHA INSTINT!" Charles stopped blowing bubbles on Raritys stomach for a second and looked at her as she caught her breath her face flustered from laughing.

"Naaaaaah" He said and went back to the bubble torture. She laughed again in between words.

"Then AAAHAHAHAHA, you leave me HAAAAAHAHAHA no choice HAAAAhahaha" She said as she grabbed Charles towel and yanked it from his waist. Charles gasped turning a little red looking at Rarity who was grinning widely.

"Ok you win." He said giving a sheepish grin. She smiled placing the towel back onto him. She gave out a giggle as he sat her down. *SNAP* "ACK!" Charles stood upright quickly as Rarity's towel whipped him again on his buttcheek.

"That's for tickling me you naughty boy." She laughed giving him a flirtatious look then heading out of the hall into the next room. Charles chuckled rubbing the sore spot on his buttcheek as he followed suit.

The next room Aloe and Lotus were waiting for them. He walked in shyly seeing them since he was in just a towel.

"Now its time to have a facial and seaweed wrap. Its absolutely fabulous."

Charles watched as they covered Rarity's face in a thick green gunk and wrapped her entire body in seaweed. He then sat for a moment in shock. "Would they wrap me completely in seaweed like her?" he thought to himself then spoke up.

"Uh..... will you be wrapping my whole body like that too?"

The twins giggled seeing his discomfort in the question and simply nodded. Rarity had removed a cucumber slice watching with a wide smile. "UGH! okay, but is there a place more private to do this wrap?"

The twins shook there heads their grins growing wider. "Well, I guess i'm outta luck then aren't I?" He blushed undoing the towel. The twins and Rarity were now looking on in astonishment at how brazen Charles had become. He pulled the towel loose letting one hand hold it over his front while showing off the rest of his chiseled body. All three of the girl's faces turned a bright red.

Aloe and Lotus came over and started wrapping every inch of him in seaweed. his face turned red as they went around his waist and he had to remove the towel. He looked to rarity who was burning a furious red and staring at him. Aloe and Lotus finally finished the wrap and pointed toward the tub that Rarity was in, filled with a bright brown mud.

"What about the other baths?" He said pointing to them.

"They are being cleaned from previous customers." Aloe chimed in "They will be restocked tomorrow" Lotus finished.

"You have got to be kidding me. Its mud." Charles said giving a disgruntled look causing the twins to laugh.

"Oh quite being such a baby and get in here." Rarity laugh picking him up with her magic and dropping him into the mud opposite of her.

The twins laughed loudly seeing Charles' expression then exited the room. Rarity had replaced the cucumbers on her eyes. Charles' had been lost in the mud so he just looked around the ornate room.

"Aaaaaaah, this feels wonderful." Rarity cooed.

"I have to admit, this mud and seaweed thing does feel nice. Ive never done this before." He said leaning back further into the mud letting it spill onto his neck and shoulders.

"Really?! Well then we must make this a weekly thing darling. After the full treatment you come out feeling like a new pony..... er...... um human." She corrected herself.

"Heh, don't worry about it Rarity. I haven't been here long but I already feel like part of the community. Being called a pony is fine. Just as long as its from my friends." He smirked.

Rarity smiled giving a girlish giggle wading through the mud over to Charles. He watched her raising an eyebrow, she had made it halfway across the tub before removing the cucumbers from her eyes, halting her advance as she saw that Charles didn't have his on.

"W-what happened to your............." She trailed off. Charles gave her mischievous grin.

"When you dumped me in here." "Uh........huh." She said as she started to turn around but stop at Charles' comment.

"You were going to make a move on me weren't you?" He smirked. Rarity's ears lay back as she turned her head slightly to see him, her back was facing him now. she looked down and then to him. He laughed leaning forward wrapping his arms around her and pulling her through the mud to rest on his chest. She gave a squeak in surprise. He smiled feeling her heat through the mud as she cuddled close. He could feel the mud moving as she fidgeted.

"I'm sorry Rarity. If i'm making you uncomfortable you can move. I just assumed......" She looked up into his eyes causing him to pause. "Y-you assumed right." She said, her ear now lay flat and her face beet red. The green mask on her face seemed to sizzle from the burning red hidden behind it. He smiled softly at her, a hand slinking out of the mud to under her chin. She gave a little gasp as it raised her mouth up further. She placed her hooves onto his chest moving closer. Their hot breath could be felt on each others as their lips moved closer.

*BZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZT*

They gasped shoving each other apart in panic as the door sprung open revealing the Twins "It is time for your massage my friends." They spoke in unison. Rarity and Charles gave a sheepish smile as they both exited the mud tub and went to the showers.

Charles stood there under the beating shower washing the mud off of him, thinking to himself. "Did i really almost kiss Rarity? What am I doing? This cant be possible. How could she see anything in someone of a different species. How could I for that matter? I mean we have been living together for some time now but that shouldn't matter, should it? What am I going to do? I don't want to hurt her feelings. But I would only end up hurting myself in the process to. Oh God what should I do?"

*knock knock*

"Char-elz, Are you fineesht?" One of the twins voices asked from just outside the door. He turned off the water grabbing a towel as he spoke.

"Yes i'm coming out." He said drying off as he pulled on a large oddly shaped bathrobe. It didn't quite fit him but worked well enough. He guessed it was made for large ponies. He walked out into the next room and was waved to a table by Lotus, Rarity was already on her table getting a massage from Aloe. He gave a sigh and laid down, his feet and last of his lower legs dangled over the edge of the table. Lotus gave a small giggle as she proceeded to massage the human.

"You are a very large stallion no?" She smiled moving her hooves around him pushing gently her and there to loosen the muscles tension.

"I guess I might be a little larger than average for humans, but yea I guess I am pretty big." He chuckled.

Lotus moved closer to his ear and whispered. "That was not what I meant darling *giggle*" Charles suddenly tensed up at the comment and more-so as Lotus moved to massage his butt and thighs as he lay on his stomach. Aloe gave her an annoyed stare watching her sister jealously. Lotus stuck out her tongue and giggled.

"What the hell? I'm starting to think that this place is one of those with a happy ending involved." Charles thought to himself. Just as he finished thinking though he could feel a hoof move up his inner thigh causing him to tense up again. The hoof was removed as Lotus came up to his ear again while glancing to Aloe who nodded letting her sister know that Rarity had fallen asleep. Aloe moved over to Charles' other side smiling at Lotus, They spoke softly into his ears in

unison. "Now that Rarity is asleep, wont you join us in the back for a special massage?" Charles shot upright at the comment, his face burning red. Aloe and Lotus' face were a bright pink.

"Uh......... is this part of your usual?" He asked looking nervously at the two.

"No........ but it can be for you." They smiled moving closer to him. He pulled back standing up from the table moving to Rarity. Pulling his robe shut he watched the twins licking their lips and advancing toward him.

"Uh thanks girls but....... I think ill be going." He said picking up Rarity and rushing out the door picking up his clothes and dropping a gold bit onto the counter. Rarity was to startled to say anything until Charles had stopped running. He let her down as he gasped for air.

"What in heavens names happened?" She said groggily seeing the twins waving at them from the entrance of the spa.

"Uh............... if you want to know, Those two in there were trying to give me a happy ending each."

Rarity tilted her head to the side confused as to what he was referring to. Charles laughed shaking his head, he bent down and whispered into Rarity's ear what had gone on, her face turned bright red.

"Oh my heavens! Did they really try that?" Rarity gasped looking back and seeing the twins giggling and heading back into the spa.

"Yea........ heh"

"Well why didn't you let them?" Rarity smirked giving him a seductive look.

"Oh God! What the hell?!" He groaned throwing his arms up in frustration as he walked toward Twilights home. Rarity close behind laughing her tail off.

A few minutes passed and they had arrive at Twilight's. There was a small construction crew just finishing up the small overhang that would go onto the giant limb that had broken off of the tree during the storm. A couple pegasi were lifting it into place as they strolled into the library. Twilight was inside putting books onto the shelves that had been scattered during the storm. She paused for a moment looking at Charles and Rarity as they strolled in, both wearing bath robes. Twilight started to giggle but held it in until Charles looked at her with annoyance.

"Go ahead, get it out of your system. I'm going to the restroom to change and i'm LOCKING the door." He grumbled causing Twilight to burst out laughing. Rarity giggled a little until she heard Spike talking as Charles passed him going upstairs.

"WOW!..... Dude thats creepy."

A few minutes went by as Charles had gotten dressed, He came back downstairs and handed the robe to Rarity.

"Here ya go. Give the twins my regards on your next visit. I doubt ill be going back there anytime soon." He laughed. Twilight looked at him confused until Rarity filled her in. Twilight's face burned red and then she burst out laughing again.

After a couple more minutes of laughing Twilight finally stopped, wiping a tear from her eye.

"So what brings you two out and about?"

"Well, I originally came out to give Pinky some books. That went well enough, Then the ivory princess here thought it'd be nice to have a spa treatment. I went along without thinking it through and it turned out pretty bad in the end. Then I came by here to see how construction was going. Ill look around for a job in a few days, in the meantime i'm going around to formally introduce myself to the populace which may further my chances to obtain employment." Charles said as he took a seat across from Twilight and Rarity.

"Well as you can see the library is finished. Ill actually be here from now on. I don't really have anything in your house so if I went back it would just be a wasted trip." She twiddled her hooves looking down at the last part of her sentence looking a little sad.

"Twilight, you are more than welcome anytime in my home, as is all of your friends. Don't ever think id put you girls off for any reason. Your my first real friends here in Ponyville, and I wouldn't trade that for anything." Charles said giving a soft smile. Twilight gave a huge smile back pouncing him onto the sofa and hugging him tightly. He returned the gesture but stopped hearing Rarity clear her throat. Twilight recoiled shyly her ears laying back.

"So.............. Anyway Twilight Darling, would you have any information of ponies looking for some hired help?" Rarity asked laying on the sofa next to Charles, her back legs outstretched as she place her chin on her front hooves.

"I'm afraid not, This time i'm dedicating to reorganizing the library from all the storm damage. It will take a while but i'm sure it should be done rather quickly." Twilight said as many books levitated around her into different spots on the shelves cascading around the entire room.

"Twi, how is it your going so slow with these books. You cleaned your room in my house within a couple minutes and all the books were neatly in place as well." Charles inquired.

"I didn't put them in order though, I just kinda threw them all into random spots so it could be done quickly. I organized them later the next day. With the library I have to have everything perfect."

"Well that's understandable, But you didn't have to organize them, i never really kept tabs on them being organized." Charles said rubbing the back of his head in embarrassment.

"Does that mean your little office isn't organized either?" Twilight beamed

"Yea, I just never seem to organize things accordingly, I think its more fun to hunt for the book you're looking for because you run into other books you don't usually ever remember having. Its like a treasure hunt and every book is the treasure." He laughed.

Twilight's eyes lit up hearing these words, She hadn't really thought about it like that before. She pressed a hoof to her chin in thought then closed her eyes, within a few seconds every book in the library was now in a vacant spot on a shelf. Charles just watched in amazement as it took only about twenty seconds to do this. Twilight let out a sigh of relief.

"OK i'm done, ill just organize them tomorrow one shelf at a time." Spike looked at her in awe then to Charles.

"Holy cow! You broke Twilight?!" Everyone laughed in unison at the comment.

"So anyway Charlie, What job were you looking to get? I'm not aware of your skills so I cant really point you in any direction to ask anypony if they need help." Twilight began.

"What are your skills?"

Charles thought for a moment. "Well............ I'm good at a lot of things. I can do just about anything even if I haven't really done a specific skill in a while, I learn quick so any job will do really."

Twilight thought for a moment. "What about hobbies? You must have some of those that could benefit being in a working position."

"Well I do love music, I can play most instruments, I can bake and cook a lot of different things, I can build stuff of all kinds from small to large, Gardening isn't something i'm big in but i do have a green thumb for what that's worth. I can make my own alcohol which would probably comatose ponies so I wont put that on the list. I read a lot when I get bored, oh man................ um.................. I cant really think of anything else that comes to me as a hobby." Charles said resting back into the couch. The group in front of him looked at him with slack jaws.

"What?" Charles asked looking nervously at them. Rarity piped in.

"Oh its nothing darling, it's just that, most ponies only have one good skill or hobby they are good at, When they discover that talent, they get a cutie mark to signify that special talent."

Charles raised an eyebrow. "Cutie mark?"

Twilight gave a smile wiggling her flank. "The symbol that ponies have on their flanks. Some ponies don't have them though because they haven't found their special talent. It appears eventually, but only after finding that special talent. Sweetiebelle, Scootaloo, and Applebloom have been working for months together to get theirs."

"Cute, heh I wonder what mine would look like if I were a pony." Charles laughed . The girls and baby dragon looked at each other.

"I'm not sticking around for this, i'm going to Pinkie's." Spike announced as a sly grin spread across Rarity and Twilight's face.

Charles watched them for a moment seeing there sudden change in behavior. "Uh....... girls? You know I was only joking right? Girls?"

Twilight pulled a book from the shelf via her magic while Rarity spoke. "Oh darling I bet you would make an absolutely striking stallion, wont you indulge our curiosity and let Twilight change you into a pony? Its not permanent I assure you. The spell will only last around a day at most."

Charles eyes went wide. "You mean to tell me you can transform another creature into another creature at will?" His heart raced as he watched Twilight closing the book and walking toward him.

"Are there any side affects?" He question nervously.

"Not a single one." Twilight smiled her horn glowing bright.

"Uh........ well.......... if it isn't permanent, I guess it wouldn't hurt to be a pony for a day." He gave a nervous chuckle as Twilight lowered her horn to Charles, only a couple feet away.

A bright flash filled the room as light shown in all directions from Charles. Although still daylight out, the bright light shown out of the library's windows in every direction. A few ponies walked over to the library peeking into the window to see what it was. Others who knew Twilight just walked by without a care. Twilight's special talent is magic after-all and she is notorious for trying out new spells on a regular basis.

After almost a minute of blinding light, it quickly disappeared revealing the pony version of Charles. The girls blinked to get their vision back and gave out an audible gasp at what they saw before them. Charles was laying on his side unconscious. His new pony form wasn't at all what the girls had expected. Twilight rubbed her eyes as she walked around the sleeping pony before her, She cast a couple spells to check the vitals of Charles. Everything seemed normal, except for one thing.

"Twilight, How could this have happened?! I know you've cast that spell many times on various creatures but this........ this is the first time that one of those have turned into an Alicorn?! W-what are we going to do?!"

Twilight looked over to Rarity and then ran into the next room grabbing a piece of parchment and quickly scribbling a message on it, She used her magic to whisk it away to the castle.

"Ugh.......... What happened?" Charles ask as he raise his head, His wings unfolding and his legs moving about. Twilight and Rarity helped him to sit upright as he shook his head to stop the room from spinning. He coughed a couple times as his vision finally came into view.

"Wow, I feel really weird. Did that spell work?" He said as he looked to Twilight. Twilight gave a nervous giggle looking away. Rarity on the other hoof pulled a large mirror from Twilight's room floating it into the main part of the library were Charles had been transformed. She sat it in front of him causing him to gasp at the sight before him. He tilted his head back and forth looking at himself, The spell had indeed worked. His new pony form was actually slightly taller than Celestia herself. His
entire body was very well toned and covered in a deep black coat. He looked at his wings that had unfurled and lay to his sides limply. He then noticed something glowing behind him, he managed to turn a little bit to see fire. "Fire?....... AAAAAHHHH IM ON FIRE!?" He yelled as panic swept over him. He tried standing to run but couldn't find his bearings and fell to the floor kicking wildly to try and get up.

"CALM DOWN!" yelled twilight as she took hold of Charles with a paralysis spell causing him to seize up like a statue. "Your not on fire, This is normal for an Alicorn. Just relax." She growled causing Charles' eyes to clench shut then reopen as he realized that he wasn't hurting from the fire. Twilight set him down gently and released the spell. He let out a cough as he could now breath, quickly looking back to see his mane and tail were both an inferno of orange and red, but neither was burning anything around it. He looked back to Twilight and Rarity.

"That is...... pretty cool, now that i'm not freaking out about it." He gave a light chuckle.

A knock was heard at the door to the library after another minute. Spike entered with Celestia and Luna. Twilight and Rarity came forward giving a bow to them.

"Princess Celestia, Princess Luna, Thank you both for coming. I wasn't expecting both of you." She said as she rose and trotted over to Charles who was still laying on the floor.

Celestia gave an audible gasp as she looked over to Charles, He lay his ears back shyly seeing her gaze at him that way.

"Twilight, what spell did you use on Charles?" Celestia inquired.

"I used the same spell i've used on countless others who were transformed into ponies for a day. This is the first time this has happened. What do you make of it?"

"I'm not sure, but......." Celestia trailed off as she watched Charles trying to stand. He looked like a newborn foal trying to stand for the first time and it brought a smile to her face. She walked over and pressed against him gently trying to help him up. He stumbled a little at first but within a couple minutes he was standing upright and started walking slowly.

"Well........ this will take some getting used to, but i'm sure ill get the hang of it quick enough." He smiled the tripped over a small stack of book landing face first into another pile. "Or maybe not." The muffled comment came from within the pile laying on his head. Everyone gave a small giggle watching Charles stand again after landing into the pile of books. It took him just a second to get back on his hooves and move again, But his wings were still being limply pulled along. He looked back at them trying to find the muscles that would work them.

After a few twitches the wings moved, He smiled and continued working with them until he had them folded up and moving around a little, even giving a couple flaps which lifted him slightly into the air. "WOW! *thud*" He lost his balance from being lifted into the air for a moment and ended up on his side on the floor again. He gave a a chuckle standing up again.

"This is really sweet. I never thought being a pony would be so interesting. Is there anyway to extend the spell life or would you have to cast it again?" He asked Twilight, a wide grin on his face. Celestia smiled widely moving over to Charles and
gently nuzzling him. Luna gave a smile as well as she began.

"The spell cast on thee was a temporary one, However there are several different spells that could lengthen its stay, even make it permanent if thee wishes."

Rarity gave out a nervous laugh. "I don't know if he would want to stay as a pony or not Princess, he may never get used to it, and learning all those spells for magic would be a terrible ordeal."

Luna raised an eyebrow at Rarity's comment, She didn't say anything though.

"Twilight, Rarity, we shall stay in Ponyville temporarily with our guest so that we may teach him about what it is to be an alicorn. You may come with us if you wish." She smiled heading to the door. "Come Charles, we have much to discuss."

Upon leaving, the door closed behind them. Rarity was to dumbstruck to say or do anything else. She looked to Twilight trying to find words. "What now?!" She said, her voice cracking in despair.

"I don't know. Ive never caused another being to transform into an Alicorn before. ooooooooooh! What will the princess do to him?" Twilight trotted nervously in place. "Well! I'm not about to give up on my feelings for him, even to the princess!" Rarity exclaimed proudly causing Twilight to fall over.

"Rarity! Are you CRAZY! If the princess wants him then I seriously doubt you would have a chance against her for his affections. Shes rich, extremely powerful beyond any unicorn, and she's......... well.......... an Alicorn. Once Charles gains the knowledge of how powerful he is i'm sure he would want someone just as powerful for his bride." Twilight lifted her hoof to her mouth at the last part of her comment.

"BRIDE!?" Rarity shrieked her face turning red with anger. She let out a loud snort stomping to the door. Twilight rushed in front of her.

"Rarity wait! You cant take on the princess. Lets wait and see what happens. You know Charles better than I do, You've spent the most time with him. If you two have feelings for one another then there is a possibility he would choose you over the princess. Lets give him a chance."

Rarity huffed loudly but she quickly regained her composure taking a seat on the couch in the center of the room. She let out a heavy sigh looking up to Twilight. "I can wait I suppose. But be warned Twilight. I will not give up so easily on him, even if it means being sent to the moon for a thousand years."

Twilight gave her a soft smile pulling a book from the shelf nearest to her and sitting next to Rarity. They both sat quietly reading together.

11. Breaking the barrier!

Charles followed the Princesses out of Twilight's library, Spike closed the door behind them heading back inside. He trotted around getting a better feel of his new quadruped leg's, giving his wing's a few soft flap's as well.

"This is alright, I wouldn't mind being a pony like this for a while. I'd really like to get these wing's going though and fly. I've flown before in machine's but to have actual wing's!?" He gave a loud chuckle prancing about happily.

Celestia and Luna laughed to each other seeing his antics. However other ponies around looked at him in awe seeing a new solid black Alicorn with a fire mane and tail prancing around like a foal would when they would play. Most gave a small giggle while others looked at him in awe, some even in fear. When compared to Luna and Celestia, This Alicorn looked downright evil and dangerous, with the fire mane and sleek black coat. Another thing everyone noticed was this new alicorn's lack of a cutie mark.

"Charles, please calm yourself, you will have all the time you need in order to learn how to fly and use magic." Celestia giggled watching his antics. He stopped for a moment looking back to Celestia.

"I wonder.............." He began. " Now that I'm a pony, Charles seems like an odd name for me."

"Would you like a new name? You do have that option, and nopony will think differently of you should you choose." Celestia smiled.

Charles hummed to himself thinking as he looked over his black coat and fire mane. "I think Midnight Flame would suite me in this form, what do you think?" He said giving a proud stance.

Celestia's eye brought on a bedroom look as she looked over his frame. "I think that would be more than suitable."

The three continued walking around Ponyville, Midnight stretching his wing's giving them a solid flap ever so often to get a better feel for them. They were about to stop at the local diner but stopped, hearing a pony yelling

"OH MY GOSH! HANG ON! ILL SAVE YOU!?" Midnight looked around to try and find the pony in trouble but was soon eclipsed in darkness from above. He looked up just in time to see a torrent of rain bombard him.

"AH!" he yelled standing there completely soaked, his wings lay out to his side dragging the ground now damp, his mane and tail smoked a little as the water evaporated on it upon contact.

"Rainbow Dash!" Celestia chortled loudly causing the pony to stop and look at her. She gave a gasp and quickly landed bowing to the princess then looking back to the black pony gasping from the sudden drenching.

"OH MY GOSH! HE'S STILL ON FIRE!" She yelled trying to take off to get another rain cloud but was held in place by Celestia's magic.

"Rainbow, please calm yourself. Our guest is fine. He is an alicorn like my sister and I. His mane is simply part of what he is." Celestia smiled releasing Rainbow Dash. Rainbow quickly landed, walking over to the towering black Alicorn looking him over then got right up into his face flying in front of him.

"Hmmmmm, haven't seen you around here before. Whats your name stranger." She said eyeing him. He gave a soft smile.

"Well Rainbow, I thought you'd recognize me."

"That voice........... Charlie?" RD said looking in disbelief.

"Yep." He laughed flapping his wings again causing the wind to rush past RD making her spin.

"OH MY GOSH! You are so cool looking. How did you?!" She gasped looking at him all over, running her hoof through his mane to see if it was hot or not.

"Twilight did it. It was a spell to turn me into a pony. But I think it backfired cause I'm now a Unicorn, Pegasus thingy." He chuckled.

"We are called Alicorn dear Midnight." Luna said.

"Alicorn it is then." he laughed.

"Have you gotten to fly yet? Your wings are HUGE, I bet you could fly super fast, but not as fast as me mind you." She smirked crossing her arms in front of her.

"Well I don't know how to fly just yet. I've only been an Alicorn for about an hour now." He said giving an embarrassed expression, his ears laying back. RD gasped at this, looking at him with determination.

"I can teach you! I am the best flyer in Equestria after all." She grinned.

Charles smiled widely looking from RD to Celestia. Celestia just smiled giving a nod. "Please do not take to long though Midnight, We have much to talk about."

Midnight chased after RD "I'll try to be quick about this, but don't worry, I won't take to long hopefully."

Celestia and Luna looked at Midnight then to each other giving a small giggle, then heading further out of town toward's Midnight's home next to Sweet Apple Acres.

XXX

A short time later Celestia and Luna had arrived at Midnight's/Charles' home and sat quietly on the front porch. They smiled at how peaceful it was, and relaxed hearing the birds singing, crickets chirping, and the wind blowing through the weeds and trees. They had never felt more relaxed.

*KRA-BOOM*
*KRA-BOOM*

The silence was shattered by two loud boom's overhead. Celestia and Luna rushed from the porch looking up seeing a long rainbow and trail of fire side by side in the sky. They watched in awe as the two sound barrier ponies slowed quickly and landed laughing loudly.

"That was AMAZING! We'll have to name your move, The Sonic Flamebow." RD laughed giving Midnight several pats on the back.

"I never thought it possible for any living thing to break the sound barrier, That was truly way past cool." Midnight laugh triumphantly "Thanks for the lessons RD, I'll catch up with you later sowe can try some new moves."

RD gave a determined grin. "You got it, check ya later!" She yelled taking off at full speed into the sky.

Midnight smiled seeing her take off then looking back to the 2 princesses standing before him. Their mouths hung open seeing him standing there, he had just done what only one other pony had done before him and he had only been a pony for about three hours now. He stopped, giving them a questioning look.

"Ladies? Whats wrong?" He said giving a grin.

Celestia was the first to shake herself from her stupor.

"Oh....... um nothing Midnight, It's just that......." She trailed off her sister taking over. "We never thought you would pick up on flying so easily." She said giving timid smile.

"Flying isn't that hard, I used to be a pilot in my home world at one point in my life. I know the basic's of how flight work's, it was just a matter of applying that to actual wing's that are attached to me. Once Rainbow Dash showed me how to start, I took over from there. Learning tricks will be a little harder since I'll need to get used to how to tilt and turn my wing's accordingly. Breaking the sound barrier is pretty easy though as long as you go in a straight line." He spoke as he entered his home, the two princess' in tow.

He leaned down slightly folding his wings into his body as he entered the home. He squeezed through the front door but got hung up on his wings. He gave a slight groan trying to wiggle past the door but couldn't quite make it.

"Ugh, I think I just found the first drawback to being a pony this size." He pushed backward and popped loose falling onto his rear on the porch. Luna and Celestia giggled at this. Midnight couldn't help but smile at them.

"Well, I can't get in there, so what now?" He asked looking at the two as he got up giving his wing's a gentle flap and folding them back in.

"Why not come back to Canterlot with us? We have more than enough room for you to stretch your wing's, plus we have many fine instructor's on magic usage. It would be a welcome treat to have you stay at the palace." Celestia smiled giving him a gentle nuzzle

His ear lay back slightly, and a shy smile on his face. "T-that sound's nice. But I would like to come back home before this spell wears off, It's more fun than I could have ever imagined being like this but I don't know if staying this way would be beneficial for me."

Celestia looked rather hurt at the comment but simply nodded. "As you wish Midnight, please, let us go to Canterlot." She smiled opening her wings and launching herself into the sky, Luna followed quickly behind her.

"Hey wait for me!?" Midnight laughed launching himself at an incredible speed into the air. He zipped past the princess' then slowed so they could catch up. As they caught up he gave a hardy laugh.

"HA! I guess I should use moderation when launching myself into the air like that." Celestia gave a slight chuckle at this and led the way. Luna fell back following the two as they flew side by side, talking back and forth to one another. Her eyes tracing the stallion Alicorn's frame all over. She gave a devious grin reaching out with her magic and gently pinched Midnights flank. He let out a loud eep as he tumbled forward and around a little looking back at his flank but caught himself in the air about fifty feet below Celestia, They came back to each other halfway.

"What happened Midnight?" She inquired.

"I dunno, felt like a bee stung me for a second there. Guess it was just a pinched muscle." He shrugged and kept flying. Celestia looked back at Luna who gave an innocent smile. Celestia laughed shaking her head and kept flying towards Canterlot.

12. Magic and Bedmane

Upon arriving in Canterlot, the three landed just outside the palace gates. A few of the more noble families stopped to stare at the new Alicorn as the guards opened the gate for the princess'.

The guards gave Midnight a questioning look as he followed them into the palace. The gates were quickly shut and the guards returned to there position's beside the gate. Many of the ponies who had seen Midnight began talking to one another, the news quickly spread all over Canterlot, within a few hours word had made it back to Ponyville as well as other cities nearby.

Upon entering the castle, Midnight looked around in wonder seeing how large and spacious the castles interior is. Luna and Celestia split up. Celestia motioned for Midnight to follow her. They made way to the dining hall were a small spread was just being placed for them on the table. Celestia sat down quietly as a unicorn butler placed a plate of food in front of her. Midnight sat near her watching her use magic to levitate the food to her so that she may eat it. He looked at his plate as it was set in front of him, He concentrated on a small tomato trying to lift it. He watched as the magic grasped the tomato and then crushed it into oblivion. He let out a squeak of embarrassment, Celestia smiled.

"Try again, I'm sure you'll get it, Try not to think about grabbing hold of it so hard, think of yourself lifting it as if it were a feather. Gently."

He nodded and tried again, seeing the next tomato lift slowly off the plate but to slow for his comfort, he though of going a little faster and the tomato shot straight into his face splattering all over it. Celestia was taking a sip of tea as she saw this and spat it out laughing loudly. Midnight gave her an incredulous look picking up a roll in his hoof and tossing it at her. It bopped her on the side of the head and landed with a soft thud on her plate. Midnight snickered seeing her shocked expression. They both burst out laughing for a moment until a maid came in.

"Is.... everything alright your majesty?" The little unicorn maid asked.

"Everything is fine my little pony." She chuckled.

The maid stepped out of the room closing the door behind her. Celestia turned her attention back to Midnight. *boop* Midnight had levitated a celery stalk and gently poke Celestia's nose as she turned around. Celestia's eyes crossed seeing the celery stick, she then let out a giggle.

"Good job, I think your getting the hang of levitation." She smiled then taking a bite of the celery stick giving him a sly grin. Midnight smiled but lost concentration seeing the way Celestia was looking at him, which sent the celery stick falling onto her plate.

"S-sorry." He blushed.

"It's ok, loosing concentration is common amongst those just learning to grasp their natural magic ability. Keep up the practice and I'm sure you will have no problem doing other feats of magic. Being an Alicorn is far easier though when it comes to magic, Unlike unicorn's, we can more easily manipulate magic."

"Its an odd feeling. I've never had the ability to use magic, yet now that I'm concentrating on it, it feels as if it's just an extension of my body, like an invisible arm reaching out to hold and grasp things." He said as he looked at his plate sending every item on it into the air and moving around in various formations. Celestia looked on in amazement, it had only taken him a couple of minutes to fully grasp the ability to use telekinesis. She kept watching even as he ate and drank to his hearts content. He finished sitting back away from the table.

"Uh, Princess?" He started which snapped her out of her stupor yet again.

"I'm sorry, please do not think of me being rude. It's just that I have never seen anypony grasp Flight or Magic as quickly as you have, it is a very remarkable feat indeed, and please do call me Tia. Luna has called me that for a very long time now, and I find it suiting that you have that privilege as well." She smiled.

Midnight tilted his head for a moment then asked. "Were did Luna go anyway, she parted from us earlier when we came into the castle. I was hoping to get to know her as well."

"She usually sleeps during the daytime, She takes over for me during the night so that she may raise the moon. I raise the sun in the mornings. Did my student not inform you of this?" Celestia stated.

"No not at all, As for the moving of the sun and moon, that doesn't seem possible for any creature. In my home world we have no magic or any species other than humans capable of speech like we are talking now. To think of a being with that much power, being's with no power would consider them gods." Charles stopped as realization set in.

"T-tia, Do you mean to tell me I have the ability to move planets if I so wish?" Celestia hesitated for a moment, This was the pinnacle of question's that would determine if this being would be good or evil. Although he has little ability now, he could grow quickly and possibly be a threat to all of the universe.

"Y-yes, Midnight, you could have that power if you practiced enough and developed your magic."

Midnight looked down at his hooves then pressed them to his face rubbing intently as if trying to wake up. He stopped, pulling them down with a a serious face unlike any Celestia had ever seen.

"Finally, I can protect those I care for. I no longer have to hide or fear for others. I can actually protect everyone and everything." He said as tears streamed down his face. A Small flash appeared on his flank as his cutiemark appeared. Celestia smiled widely seeing it.

"Congratulations Midnight, you have just earned your cutiemark, and from the looks of it, you will be true to your word." She spoke nodding to his flank. Midnight turned his head to see his cutiemark, smiling as he saw it. It was a crossed set of swords behind a shield of Dark blue. Fire enshrouding the entire thing to show his burning passion to protect those he loves and care for. He looked back to Celestia with a tear stained face.

"That is pretty cool looking." he laughed as tears still filled his eyes. Celestia came over giving him a reassuring nuzzle.

"I-I'm sorry for that. It's just that, I've always been through so much torment trying to protect the thing's I care for. I've lost many friends and loved ones due to my inability to properly protect or care for them. Having that power now means a lot, I'll never give up this power so that others could be harmed. C-can I remain this way? Please let me. I would do anything to be able to protect everyone." He said giving Celestia the most pleading eyes she had ever seen. She could feel a tear form in her eye and simply nodded.

Midnight cried out again wrapping his hooves around Celestia pulling her into his embrace. Celestia was a little surprised by this but wrapped her hooves around him as well. They sat there for what felt like hours but had only been a few minutes until his emotions were in check. Celestia quickly finished her meal and lead Midnight to the next area, The throne room. Midnight looked around in awe for a moment and noticed the throne sitting at the top of a large row of stairs, two guards standing silently at the base of them.

"This is the throne room, I hope to add another chair to it in the near future." She smiled back to Midnight.

Being a little dense at times he didn't catch the hint but just smiled to the princess who moved through a door into a long hallway, It took a few minutes to walk through but they arrived all the way across the courtyard into a bustling building
filled with many ponies who were carrying many books and papers. Very few were older ponies while most were a lot younger. He looked to Tia for an answer.

"This place is very special, It is the magic school for gifted unicorns. I'm sure I can get a few instructor's to help you learn about your magic." She smiled.

"Or I could be your teacher if you prefer, it would be seldom but I have had several eons of experience with it." Midnight sputtered for a moment looking at Celestia.

"Did you say eons?"

Celestia nodded.

"That would mean your thousands of years old. How is that even possible?" He asked shaking his head in disbelief.

"Alicorn magic is extremely powerful and very hard to use up all at once. Due to the amount of magic we have we never physically grow any older than roughly a pony in their early twenties. It is a bad thing at times though." Midnight lowered his head at this comment.

"I can understand that."

Celestia stopped for a moment in surprise yet again, she turned to him with a questioning look. "You couldn't possibly know what that feels like." A hint of ice behind her voice. "How would one so young understand that?"

Midnight look back up, his eyes soft and caring as they made contact with Celestia's. He moved forward a little giving her a gentle nuzzle as he spoke quietly into her ear so that others would not hear.

"I may not know from experience, but that doesn't mean my heart cannot tell that you have experienced great pain before many times over. An immortal being who has friends that they may make over time that are mortal, will in time have to bury them after they have lived their life. Those countless friendships, those countless lost loved ones, were each once part of who you were, and what you still are. They may have past on to a better place and left you behind, but that doesn't mean they went willingly, and I know that they too will also always carry their memories of you with them. Friendship is a powerful thing and can never be broken, even from the thralls of death itself. I'm sure that when the time comes, you too will get to
see all of your friends again in time. Just remember one thing." He placed a hoof under her chin raising it to meet his gaze, tears flowed like a small river from her eyes as her eyes connected with his. "Never give up hope. That alone is what makes us invincible, what drives us on!"

The hallway was clear now from all the students who had quickly found their classes, teachers had all but closed doors to each classroom and began their lessons as Midnight and Celestia spoke.

Although a beautiful speech, it fell onto only one set of ears other than his own, and those belonged to the white celestial being in front of him. Celestia gave a small laugh pressing her forehead to Midnights, Their horns gently touched as she opened her eyes looking into his.

"I.................. In all my time...................... Never once has anyone said so little....................... that meant so much to me. Thank you." She smiled pulling away.

"Please, let us continue our tour of the castle. There is much more to see." She began walking away leaving Midnight dumbstruck for a moment. Although it was his words that were powerful, it was her actions at that moment that left him speechless.

He continued following Celestia until they reached their next destination. It was a room filled to the brim with different levels of cascading rows of seats.

Cut into five segments and going up at an angle. Each segment splits by a row of stairs heading down to their levels. The entire room was empty except for them alone. Celestia smiled turning back to see Midnight looking around.

"What is this place?" He asked.

"This is a spellbinders court. Were a spell may be bound to any object, living or not." Celestia smiled. moving closer to him.

"You mean, this is were I could potentially become permanently the way I am now?"

Celestia gave a small nod and smile causing Midnight to dance happily in place. "Then can we begin? I'd rather not wait any longer than I have to."

Celestia shook her head, the smile fading from her face. "You see, I do not know which spell Twilight cast on you, And only the one who cast the spell can make it permanent. She will need to come here to finish the spell she started. This room
will also amplify her power so that the effects can become permanent. I will send for her shortly but it may take a day for her to arrive."

Midnight lowered his head a little in disappointment. "I understand. Well until that time comes, how about we finish up the tour. I would also like to get a chance to talk to Luna, She seemed rather distant when we last met. Hopefully I can bring a smile to her face." He smiled causing Celestia to giggle softly.

"I'm sure you would be able to make anyone smile with that cheerful attitude of yours. You will get your wish though." She gestured looking out the window toward the setting sun. "It is almost time for my dear sister to raise the moon. Let us go and meet her. Her bedroom is next to mine in the upper part of the castle. Come, we shall greet her together." Celestia waved her hoof into the direction they would be heading.

After several flights of stairs and many doors gone through they arrived in the highest tower of the castle. Celestia tapped on a large door that was split down the center, each door measured around five feet wide. In the center of the door was a giant emblem of a crescent moon. The door just down from this one had a large sun on it.

"I guess these are their rooms." Midnight thought to himself as the door slowly creeked open. Although the light was dim as the sun was almost fully set, he could see Luna coming out of her room with a wide yawn, her mane bedridden. She stopped as she finished yawning as her vision fell upon Midnight. She let out a squeak back peddling into her room, her magic grabbing a pillow and flinging it into Midnight's face as the door slammed shut.

Midnight gave a whinny of surprise as the pillow impaled itself on his horn sticking to his face. Celestia let out a loud laugh as she fell to the floor.

Tears formed in her eyes as she kept laughing.

"THAT WASN'T FUNNY TIA!?" A booming voice echoed from within Luna's room. "You know we are uncomfortable around male figures, we are not amused in the slightest. You have embarrassed us Tia and yee shall have to raise the moon thyself tonight." A loud hmph ended the sentence as a thud hit the door. Luna was setting with her back against the door disgruntled at being seen with bedmane.

Celestia slowly stopped laughing and began. "I'm sorry Luna, please forgive me. It's just that our guest has been eager to spend some time with you, to get to know you better. You left earlier to sleep I understand, but now our guest is not sleeping just so that he can get to know you. Do please come out."

"We will not come out until we are at least presentable." The muffled voice came from inside the room.

"Princess, Luna, I've seen bedmane before, it's nothing to be embarrassed about, Please come out. I promise not to laugh, and if I do you can kick me in the shin." Midnight said giving a wink to Celestia who only smiled holding back another giggle.

"Besides, bedmane is cute."

A surprised whinny came from the other side of the door as some shuffling could be heard. The door slowly opened revealing the princess of the night. She slowly stepped from her room into the hallway.

"T-though thinkest my tangled mane t-to be cute?" She said looking up to Midnight, her ears lay back with a slight pink tint to her cheeks. Midnight looked down to her gaze giving a soft smile.

"Very cute." Luna's cheeks burned red at the compliment but quickly faded seeing Celestia grinning like a dog behind Midnight. Luna's shy demeanor quickly vanished, replaced by a serious persona as she stood up proud and began to walk down the hall to the rotation room, which in its own way was a library unto itself. Celestia gave a snicker calling to Luna.

"Luna dear."

Luna looked back to her sister and Midnight. "Yes?" she asked.

"You still have bedmane." Causing a small snicker from Midnight which then caused Luna to snort, turning red in embarrassment and anger. She quickly stomped to the room at the far end of the hall. Midnight started off toward her but was stopped by Celestia.

"Please be kind to her, She has not had much time to spend around others, our sibling love is almost all that she knows for the current time. Show her what a friend is." Celestia smiled as she turned to head to her room. Midnight nodded giving a soft smile as he continued to the room at the far end of the hall. He knocked on the door, No answer. He gently pushed the door open to see the princess of the night standing proudly outside of the room on an extended balcony, The sun was setting on the opposite side of the castle but she didn't need to see it. Her horn glowed bright with power, Midnight watched
quietly making his way to just a few steps behind her and to the side as he watched the moon slowly rise in the distance.

The light of day slowly faded to night as the twinkling stars of the night could now show through brightly across the sky. Midnight gaped in awe watching not only Luna's feat of magic, but seeing how brightly the night sky was. There were countless stars all across the sky. He could even see the mist of the galaxy this solar system is home to, streak across the sky.

"Beautiful......." He said trailing off still in awe. Luna gave a surprised whinny quickly turning around.

"What did you say?!" She growled.

"They sky, its magnificent. The sheer glow of each star, the moon glowing in the sky. Its all as if it were a painting done by the master of masters. In my home world I could barely see the night sky due to the city lights and pollution covering the sky. To be able to see it like this feels like I could fall into its vastness and keep falling forever. It is literally beyond any words I
could think of." He said still watching the sky, little twinkles of stars could be seen slightly flashing across the sky.

Luna's face was flushed a deep crimson at the comment, nopony had ever said such a thing about the sky before to her. "P-please, don't say that, the night is merely wasted on everypony as they sleep through it and never get to see it. There is no need for such comments. M-my talents of the night are wasted on those who sleep through it." Luna said walking past Midnight, her head slowly falling as she spoke.

Midnight turned to her stomping the ground in a huff. "Don't think so little of yourself princess! I for one love the night! If I could stay awake forever just to see the sun rise and then fall to the night, I would, over and over again. It is a sight that everyone should be able to see and be thankful for. Even if others do sleep through the night, that doesn't mean they do not appreciate it. It brings comfort to those with weary heads who have worked so hard during the day. The night helps bring them to sleep yes, but it also does more than that. It helps heal everything living and not. For when they sleep, their bodies heal, time passes quickly from sleep so that they can do again tomorrow what they did the previous day. Never think of your gift as merely something so trivial that it could be tossed aside for such a petty reason." He spoke but was interupted by a now angry princess.

"PETTY REASON!? WHAT GIVES YOU THE RI......" She was cut off as Midnights voice echoed loudly around her.

"YES PETTY! Don't ever think so little of yourself. You are worth more than anything else in existence." Luna gasped loudly at the comment, her cheeks flushed bright red again, but not from anger. Her ears forward giving the black stallion her full attention as her hoof pressed against her chest.

"Luna. Please, never ever ever think so little of yourself. There is only one of you, and without you the world would be sad. Live life to its fullest each day and never give in to hate or anger. It may be a hard life as royalty Princess, but you still have a life to live. Even you deserve a break from being royalty." Midnight finished closing his eyes and turning away from Luna toward the moon that she had risen into the night sky. His head was lowered to the point were you could see the pain in his
face from feeling bad for the night princess. Luna rose and walked quietly over to him giving him a gentle nuzzle.He gave a soft gasp in surprise looking to Luna as she looked into his eyes.

"Thank you." She began. "For telling me that. I honestly never thought anypony could understand how I felt. You surprised me though. Being so young and even newer to this world, it feels as if I've known you now for a long time. Please, stay here with me for the evening, we shall talk more." She smiled giving his cheek a light peck as she turned heading back into the room. Midnights mane burned bright for a moment at the peck but returned to its normal size and changing to a light blue shade as he followed her inside.

Celestia gave a smile watching from above on another balcony overhanging the one below her were Luna and Midnight were previously. "I'm beginning to think this male may be a charmer." She chuckled to herself. "That or he is just astoundingly nice to everypony." She chuckled again heading back into the room she was in.

Luna had pulled an old dusty book from a shelf and sat down on a large pillow. she rested the book in front of her reading it quietly. Midnight came in quietly sitting down next to her She sputtered for a moment.

"W-what are you doing?" She squeaked.

"I'm curious, would you teach me some magic?" He asked with pleading eyes.

"W-we are not sure how to teach thee such a thing, we have always learned form books. We think that is the best way to learn." She said pulling another book from the shelf and placing it in front of Midnight. He gave her a soft smile which she pretended not to notice and opened the book to read.

"Magic regarding astral bodies. This sounds a little advanced for me." He chuckled "Ive only really learned how to levitate objects just recently. I think moving the stars would be a bit of a task for someone like me." He laughed.

Luna gave a soft smile looking to him. "We are sorry, we have been a bit preoccupied as of late and were not considering
the book that we chose for you. Please let us talk about your magic and how you feel in your new form."

The night went on for hours it seemed as Luna and Midnight talked back and forth. Much of the stories he had told her were from when he was human back in his home world. Many of the stories would make her laugh, some would bring a tear to her eyes, but eventually they sat down together again to chat about some spell books. As the night rolled on Midnight felt his eyes begin to get heavy,

Luna watched him with a soft smile on her face. "He is forcing himself to stay awake so that he can keep me company. I don't know what to think of this." she thought to herself. She spoke softly nuzzling him. "Please, rest your head Midnight, You have done more than enough for me tonight."

"But princess, I don't want to leave you alone." He smiled nodding out.

"You wont leave me alone. Even if you sleep you have proven one thing. I will never be alone in the night again." She said as Midnight fell asleep next to her his head resting forward on his front legs. Luna smiled resting her head onto his. It was very comforting. His mane was not hot even though it was fire burning softly. It was the same temperature as his body. She gave a little yawn nuzzling him gently, falling asleep again. They spent the rest of the night like that until morning broke across the sky.

13. The end could be near?

Twilight and Rarity had made their way back to Charles' home. Twilight finished taking care of organizing all the books within the house while Rarity just sat around aimlessly. The house was rather quiet minus the few sounds of the books being placed upon shelves within the household. Rarity could not find any peace though in what was going on. She had thought more and more about Charles and how close they have become within the past few weeks since his arrival. They had become so close that in the spa............. Rarity shook her head blushing furiously as she tried to dislodge the images from her head. But it was no use. She new what she felt, and obviously Charles felt the same, but would he still feel the same now that he was a pony with basically infinite power? She didn't know, but she was determined to find out.

"Twilight." Rarity yelled from the other room. "How long will that spell last that you cast upon Charles?"

Twilight quit with the organization and walked into the living room were Rarity was to avoid yelling. "Well, it should last roughly twenty four hours. After that he should return to normal. However, with him turning into an Alicorn, I have no clue as to the effects it could have on him. He was a non magical being before, and now with all of the power that an Alicorn has, there is a chance that................" Twilight trailed off for a moment. "Rarity, come with me. There might be a problem." Twilight said as she rushed out the door leaving Rarity sitting there puzzled as to what just happen, she quickly set after Twilight slowly catching up to her.

"Twilight! Whats wrong?" She asked as she finally caught up with her almost half way to Ponyville.

"Its about the spell, If Charles turned into an Alicorn and then returned to his true form, the magic buildup from the conversion could be catastrophic." She said as she breathed heavily from running full gallop.

"What are you talking about? Doesn't transformation spells work differently from other spells. I've seen you turn creature into Unicorns before and when they reverted nothing happened." Rarity groaned.

"Yes that's true to a point, You see, the magic coming from the body due to the reverting transition will usually go back into the land it was initially pulled from, however, once a being transforms into an Alicorn, if they revert back after a time. that magic could have a dire effect on not only the person it came from, but also to the world in which they came from."

Rarity gave a gasp. "You mean?!" Rarity asked.

"Yes! This world and his own could potentially have several different scenarios. One: He could revert back normally and no magic would infect the land. Two: The world could magically change and be permanently altered by the magics return from him. Three: His world, and our own could possibly be destroyed from the reverting. and finally Four: Everything within our
universe could possibly be destroyed, and I do mean everything." Rarity gave a gasp as they continued there gallop to the library. They arrived fairly quick busting through the door.

"SPIKE! EMERGENCY LETTER STAT!" Twilight yelled causing the baby dragon to fall over into a pile of books. He quickly got to his feet rushing to get the parchment then quickly meeting Twilight to take the note. "Princess. It is of utmost importance that Charles/Midnight return to Ponyville now as well as yourself and Princess Luna. Our world could be
destroyed if her reverts back to his original form." "Send it Spike" Twilight yelled causing the little dragon to fumble with the letter then sending it. They waited patiently for roughly three minutes before a bright flash filled the room.

Standing there were the two regal princess' and Midnight.

"Twilight please explain with haste." Celestia said, a tinge of fear in her voice. Midnight and Luna stood there with worried expressions on their faces.

Rarity came up to Midnight giving him a nuzzle, looking up into his eyes. He smiled nervously laying down on the spot and returning the nuzzle as they awaited Twilight's information.

After a minute of explanation everyone was shocked to hear it.

"Well I guess there really isn't a choice in the matter. Twilight will just have to make me a permanent pony. I wasn't expecting this at all, but if it means that the events that unfold would lead to mass destruction and death, I'd be happy to sacrifice my original form to save all that life" He said gently nuzzling Rarity who was now crying softly under his chin while nuzzling against him.

Celestia looked at him with a weary smile. Noticing how affectionate Rarity had become to him. She had seen this all to many times in the past with many different ponies. It was a blossoming love that was sure to be. A tear fell silently down her cheek.

"Midnight, you have the choice to stay as you are or possibly becoming human again that could also have a chance at destroying everything in existence. There is one drawback to becoming an Alicorn, and you already know that. Are you willing to accept that even though the consequences could be dire?"

Midnight looked up with a serious expression on his face. "I'm willing to do whatever it takes to save a life, even at the cost of my own." Celestia gave him a smile then looked to Twilight.

"Twilight, if you will, please finish the spell. He has agreed to his new form."

Twilight pulled a book from the shelf quickly searching to the spell she had cast before. After a minute of reading she placed the book to the side and began. Her horned slowly began to glow, getting brighter every moment until the room filled with light. After a few seconds of blinding light a small orb of light escaped her horn and flew into Midnight. Seconds felt like hours as they continued to watch in awe. Midnights form reshaped into his human counterpart and then back into the large Alicorn. His presence faded into the light for a moment until the light itself was eminating from his body. He fell to the floor panting slightly as the light vanished. Rarity cried as she came back up to him nuzzling him lovingly. Midnight gave a contented smile weakly wrapping his wing around Rarity. Within a few minutes he fell asleep. The others quickly found seating near Midnight as the sun princess began.

"My little ponies. I would like to speak with you regarding Midnight. I'm sure you all understand that now he is an Alicorn, he is considered royalty."

Looks were exchanged between them all as Celestia began again. "Rarity, I must admit that finding your apparent attraction to him is a surprise, but not unwelcomed. I do understand your feelings toward him and would like to convey unto you this. He will assuredly outlive any and all ponies that are not Alicorn. Over time he will see the pain and suffering that it has caused Luna and I as well. But since he has chosen you as well it is hard for me to ask you what I am about to ask you. I would like to ask that if you would like to continue your relationship with him that you let me borrow him for a short time."

Rarity gave her an unsure look. "What do you mean by borrow princess?"

Celestia gave a sad embarrassed expression as her ears lay back. "I-I have not bared a foal before, When the last human was within my grasp in Equestria he passed before we could try to consummate a foal. Now that another has arrived, and has been changed into an Alicorn. I would ask that you let us spend some time together for this to happen."

There was a dead silence in the room. All faces burned bright red at the comment. Rarity began shortly after.

"Princess. I-I do not know if that would be something I could let happen. Even if I did agree, you would still have to ask Midnight himself. It is honestly up to him. But if he agreed to it, I wouldn't be angry at you otherwise. You have lived for
the longest of time. I honestly cannot say no to what you wish to be when it comes to having a family. So.................... I agree if Midnight agrees. I will not hold it against you or him in the slightest." Rarity smiled cuddling into Midnight happily.

Tears streamed down Celestia's face at Rarity's approval. A smile coming across her face. "However........" Rarity continued causing Celestia to gasp slightly at this. "I would like to see the little one from time to time as would Midnight I'm sure." She smiled. Celestia let out a contented sigh. "I'm sure that would never be a problem my little pony. All of you would be welcome to see the the foal whenever you like."

*groan* "You know girls......." Midnight gave a slight groan as he began. "Speaking about someone who is in the same room as yourselves isn't very clever."

He let out a small laugh at the end causing the girls to remember his entrance into the world.

"Uh...... Midnight, did you hear?" Twilight began as she was cut off.

"Yep." He said raising up slowly onto his haunches. Celestia's face burned brighter than the sun at that comment. Luna gave a quiet giggle seeing Celestia's embarrassment.

"Well.......... I have no clue as to how to go about this." Midnight said giving a smirk.

"Well darling, I believe a short vacation to the palace is in order. Then after my boutique is finished you can come back home. Oh my, but what about your home darling, you did seem to not be able to fit through the door." Rarity said giving Celestia a wink.

"Well, I can always bunk at your house." Midnight winked to Rarity causing her to blush furiously which made everyone laugh.

"As for my home. I guess I wont be needing it afterall. However I would like a few things from it before giving it away."

This comment caused the other to blink at the comment wondering what he meant by giving it away.

"Well I don't have much inside my home that I actually want to keep. As for driving my car, that wont happen ever again so I guess I could donate it to a museum or something, the books can go to the library. I'll have to think about the rest of the things and see were they should go. Other than that, the house can go to the Apple family. It is just outside their farm after all. It would only seem fitting they have it." Midnight gave a little yawn that made his mane and tail quiver slightly then back to normal as the yawn ended.

"I'm kind of surprised by all this to tell the truth. Everything has moved so fast since my arrival here in Equestria. It seems to be a never ending rollercoaster when I'm around you girls." He laughed.

"Well we do like to have adventures." Twilight smirked. "As for those books you said you'd donate........." Midnight laughed loudly as did everyone else.

"Oh my, hahaha Twilight if you were this into anything else other than books I might be afraid of you."

Twilight smiled widely her gaze never leaving Midnight.

"Yes, yes, you can pick them up anytime. Heh your easy to please once someone knows what to get you." Midnight laughed causing Twilight to recoil a little in embarrassment. The others just laughed.

"You spoke of a car Midnight, what is it?" Celestia asked looking rather confused. Rarity and Twilight smiled.

"Well to put it simply, its a self propelled chariot that you can control." Midnight said as he stood up slowly letting Rarity rise with him. "Shall we go to my home and take a look at some of the things that need to be sorted through?"

"That sounds splendid." Celestia smiled as she headed toward the door.

"Uh........" Luna began catching everyponies attention. "Remember last time you tried going back into your home?" She said with a sheepish grin.

"Hmmmmmmm. Midnight said as he pulled a hoof up to rub his chin in thought. He closed his eyes for a moment concentrating on his body. His horn began to glow softly at first then brightly. His body was enveloped in a magical aura and began to shrink. It continued slowly for almost a minute until he was about the same size as Luna. He stopped, taking in
a deep breath. Everypony looked at him in amazement.

"Shall we go now?" he smiled heading out the door. Twilight stayed back as her and Celestia were the last left to leave the library.

"Princess, did you teach him that?" Twilight asked, a worried expression on her face.

"No my dear. Luna did not either. This may prove to be problem all unto itself, or a great gift, I dare say that this could be the start of a new age of magic for all of Equestria if I think what is to be true." She said leading the way out the door, Twilight close behind.

14. Book Donations and WAR!

They arrived within a few minutes of walking from the library, to Midnights home. Midnight had asked Twilight to head over to Sweet Apple Acres to get Big Macintosh and a cart to pull the books back to the library. Rarity followed Twilight as the Princess duo stayed with Midnight in his home. Luna seemed to look around the home in fascination seeing other worldly goods.

"Please make yourself at home Celestia. I don't have much to offer but you are welcome either way." He smiled as he slowly made his way upstairs.

Celestia gave a smile and nod as she walked around the room looking at various objects. She came across a picture of a young boy and two elder people behind him. Several other photos were scattered around the home as she looked them all over. It was the young child from the first picture growing older. They all went along his life as he did various things. From graduating the boy scouts to getting a degree in college. She went into the kitchen looking around seeing that it was a little small for her to be in, but she could still move around easily enough. She looked at various food items and smelt of a few that she had never seen before. Some were very sweet while other smelled bitter or sour. She ran across a small booklet on the counter that caught her attention. She opened it to find recipes, all home made items in which Charles had gotten from friends and relatives back in his home world. She flipped through it casually then placed it back down, making a few mental notes to have her cooks try some of them later. She stopped for a moment as she heard some shuffling upstairs. She came back into the living room to see a long row of books floating from upstairs to outside on the porch, stacking them all up in order. After a couple minutes the book train ended as the last book went outside onto the porch.

Midnight walked quietly from Twilight's room upstairs into his room. Nothing could be heard as he entered. Luna popped around the corner from downstairs startling Celestia.

"Hey Tia, look at this." She smile waving a small yellowish object in front of her. "Its strange looking. I wonder what it does?" She said as she gently used magic to poke, prod, and move parts of the object around. She looked into the end of it that looked to be a long tube and nothing could be seen at the end. She continued playing with it until finally she found a slide that went back and forth. *click* *click* she looked worriedly at it as the slide locked into place and no longer moved. She quickly began to poke and prod it again until she found a small trigger with her magic and pulled it. The object let out a quiet PFFFFT noise as a little orange dart was sent flying across the room hitting the wall with a thud. Luna gasped
seeing what had just transpired, she picked up the dart pulling it up to her face inspecting it. It was very sturdy but squishy at the same time. She hmmed to herself and did the same actions to the object again sending another dart across
the room. She giggled excitedly and yelled for Midnight.

"Midnight! We are curious as to what this object is, could you please come tell us?" She spoke out in the royal whee. A quiet trot could be heard from upstairs as Midnight mad his way downstairs.

As he descended the staircase he looked to see Luna holding an old Nerf gun that he had as a child. He gave a chuckle shaking his head.

"That my dear princess is called a toy gun. It shoots out little foam darts. I used to play Nerf wars with friends when I was younger. It's actually quite fun, just don't shoot anyone in the eye or face and its safe to play with." he smirked.

Luna continued shooting darts until it ran out. She gave a small worried expression as it ran out of darts. She looked to Midnight who just gave a chuckle.

He took a hold of it and placed the darts into a small cartridge he had pulled from the gun then placed it back inside. He showed Luna how to aim with it and its other functions until her curiosity was satisfied. Luna played with it for a few more minutes until she had grown bored of it and then went back to hunting. Midnight made his way into the entrance of his study, at which point he found out that there was not enough room to fit in it comfortably so he began to pull books from just outside the door moving them outside.

"You have quite the library Midnight. Have you read all of these books?" Celestia said as she walked under the floating line of books.

"I have read them all many times over." He smiled but stopped as he could now recall every word of every book he had read. He stood frozen for a moment as did the train of books. Then proceeded to let them travel outside again. Celestia noticed his sudden stop and asked.

"Something wrong?"

"Not really, I just recalled every book I've ever read is all. It's strange, I could never remember more than a few of them before, and now I can remember everything I've ever read. Even stuff from when I was a child." He rubbed his head confused.

"That would be due to your new Alicorn magic. It helps you to remember all the details of everything you have ever come across, that way you can always think of an outcome to any given situation."

Celestia beamed.

"Hmmmm, I guess that could be considered a gift and a curse at the same time."

Celestia flinched slightly from hearing the word curse.

"What do you mean curse?"

"Well, you would remember all the bad as well as the good. I honestly would like to forget all the bad. But then again you can learn from the bad so I guess it's not all that bad." He shrugged as the last of the books finally escaped the room and out the front door. Luna emerged from a back room downstairs wielding several Nerf guns as well as a vest covered in extra ammunition and other Nerf war material. Midnight looked at her for a moment before laughing. Luna smirked at him and then started shooting him with the guns. He gave a startled yelp and ran outside, Luna hot on his hooves. Celestia chuckled shaking her head as she followed them outside quietly.

15. Donations and making babies!

Rarity and Twilight had arrived on the farm to find AJ and BM in the barn on the other side of the house That had stayed up from the storm, moving hay bales from a wagon.

"Hup!" Big Macintosh yelled as he tossed a hay bale up to Applejack.

"Hup!" Was AJ's response as she caught it.

Rarity and Twilight watched for a couple minutes until the bales were all but loaded into the upper part of the barn.

"Hey Big Macintosh. Can you help us out?" Twilight asked

Big Macintosh turned around just as AJ came down from the loft. "EEyup."

"Thank goodness. AJ you had better come along as well. We have some important matters to discuss." Rarity chimed in.

"Big Mac, grab the wagon and head to Charles' house." Twilight instructed as she followed Big Macintosh.

"What da'we have'ta discuss Rar?" AJ asked.

Twilight and Big Mac had left to head to Charles' home leaving Rarity and AJ to discuss what had happened at the library and Midnights decisions.

"Well, you see darling." Rarity began as they began their trek to Charles home. "Midnight...... er Charles had Twilight transform him into a pony so he could experience what it would be like to be one of us. However...... there were complications." Rarity stuttered looking away.

"What kinda complications?" AJ prodded

"Well darling. He turned into an Alicorn." Rarity winced seeing AJ's reaction.

"What in tarnation!? How in the hay did he turn into an Alicorn?! That just ain't possible is it? I mean, dang............ Well what happened?" AJ calmed herself enough to let Rarity finish.

"Well it turned out pretty bad. He had to stay an Alicorn to keep from being destroyed or destroying everything in existence. It was a terrible thing to say the least, but he seemed to have coped rather well. The only thing left now is for you to talk to him." Rarity smiled.

"Uh..... beggin yer pardin Rar, but why do ah need ta'talk to him?"

"Well, it is a bit of a surprise darling, please don't prod, your questions will be answered shortly." Rarity smiled skipping ahead of AJ.

AJ let out a chuckle as she followed behind Rarity to Charles now former home.

After a few minutes they had reached his home, Twilight was outside already loading books into the wagon. Big Macintosh was chasing Luna laughing as she kept shooting orange darts at him. AJ stopped for a moment to observe Big Mac and Luna, then just shaking her head laughing as she walked up and into the house.

"AJ, good to see you again." Midnight smiled, causing AJ to back peddle in surprise looking at the evil looking Alicorn. Midnight gave her a questioning look then realized she hadn't seen him in this form yet.

"Hey AJ, its me, Charles, well my name is Midnight Flame now but its still me." He smiled.

AJ walked wearily toward Midnight. She came up to him, looking him over. He smiled using his magic to levitate her hat off and placed it on his head playfully. She gave him a smirk.

"Alright Charlie, ah believe it's you." He smiled tossing her hat back onto her head making her chuckle.

After a few minutes and everyone had taken a seat including Luna and Big Macintosh, Midnight began.

"Well AJ, Big Macintosh. I didn't just ask you to come by to help out Twilight. I wanted you two here for what I'm about to say." Midnight began.

AJ and Big Mac looked to each other, a worried glance split the two.

"I'm a little large to be in this house since my transformation, so I would like the Apple family to have it. That is why I'm moving most of my belongings out. Twilight gets the book's for her library. The car can go to to a museum I guess. I have a lot of stuff to go through. I have a ton of childhood toys I can leave here or donate to any filly's and foals that don't have much. Or your little sister can just have them all. I think however Luna has taken it upon herself to raid my Nerf gun stash." He smirked toward Luna who was reloading several magazines that went to the Nerf guns.

Luna looked up and around to everypony looking at her giving a big smile then going back to reloading. Everypony gave a slight giggle at her as he continued.

"I'm not sure what type of toys ya got for foals but I'm sure Applebloom would love to have a few of'em. I know her friends would love some as well. Scootaloo only has a scooter as far as I know, Sweetiebelle has a hoof full so I'm sure she wouldn't mind passing up a few to give to some other foals in need." Big Macintosh said.

"As for some of the other items in the house I wouldn't mind leaving them here under your families care until I needed them if at all. But I don't have any real place for some of my keepsakes, if you want I could pack them up and move them into the attic to be out of the way."

"There's no need for that. Ah'm sure the Apples will take good care of yer belongins. There ain't no need ta worry yer head there Midnight. I have'ta say though. That is a might striking name ya chose. Suites ya purty well. I will admit though, when I first took a gander at'ya, ya were a might intimidatin." AJ smiled blushing a bit.

"No prob, Thank you for your help AJ, Big Mac, We should be out of here shortly." Midnight stated as he stood up to head back upstairs.

As he went back upstairs his audience downstairs could hear the door shut to his room. "Ok, why in Equestria is he giving the Apples his home? He planning on leaving?" AJ spoke out confronting the group.

"Er....... um.......... Darling........... He will be in Canterlot for a short time, then he will return to Ponyville once my boutique is finished." Rarity smiled blushing heavily.

AJ raised an eyebrow at the comment. "Ok........ well why is he waiting for yer boutique to get done.................?" AJ trailed off seeing Rarity's blush grow to cover her entire body. AJ gave a laugh seeing her so embarrassed.

"Congratulations Rarity!" Big Macintosh announced with a smile across his face.

"W-w-w-what!?" Rarity nearly shouted.

"Well. yer letting a male into yer life, AND letting him stay with you. That must mean ya found yer special somepony didntcha?" AJ smirked

"W-w-well, yes. But we haven't made things official yet. He will be staying with the princess temporarily. I'll still be here until the boutique is finished. I-I don't know if he would want to make things official though. Being the only male Alicorn in Equestria. He could have literally any mare he would want." Rarity shuffled uncomfortably revealing her worries.

"Now don't sweat yerself silly sugarcube, If ah know Charlie as well as ah think ah do, then ah can guarantee he'll choose you over any other pony." AJ smiled giving Rarity a gentle nudge. Rarity smiled but still shuffled nervously.

"I wonder what Midnight is doing upstairs?" Twilight asked out of the blue.

"Rar, why dontcha go check on him. I think we'll head on over to the library." AJ said as she headed outside, the rest of the ponies close behind.

Rarity had a worried expression across her face, she was now alone in the house with a powerful Alicorn male, She felt in her heart that he wouldn't do anything to her, but there was always that constant itch that would tell her something is wrong. She quietly climbed the stairs turning left at the top heading a short distance down the hall to a closed door. She could hear muttering inside the room.

"What is he talking about? And to whom?" She thought to herself. She pressed an ear to the door trying to listen to what Midnight was saying.

"What am I going to do? I have all this power yet I'm scared stiff to use any of it. I don't want to use it because I feel it could corrupt me. Humans are far to susceptible to loose control to vast amounts of power, and here I am with literally the power of a God. What do I do? Why couldn't I just have stayed a human? Why did I agree to that silly transformation spell. I don't mind being a pony now but I cant stand the thought of not being able to change back. Wait a sec, What if I could have another transformation spell change me back but keep my magical power?! No that wouldn't do. I'd still be like an outcast to the ponies because I'd be human. Hmmmmmmmmm. I guess I'll have to stay this way for the better of all life. Heh a small price to pay to keep everything in existence from turning to dust I guess. Ah, better to not dwell on it. What's past is past, and I should only look to the future."

Rarity could hear Midnight talking to himself through the door. He briefly stopped for a moment to gather his thoughts, as Rarity was about to knock on the door though he began again causing her to stop before her hoof hit the door.

"Now, onto our next subject. What in the hell am I going to do about the princess?" Rarity's eyes went wide at that phrase as she pressed harder to the door to listen more closely. "She wants to have a kid. But I'm in love with Rarity. I dunno if Rarity would want to have a kid with me or not. It's really to early to even consider that though with her. I'm sure she has plans for the future. But there is another thing that's bugging me. I think some of the others have hidden feelings for me as well. I know AJ and Twilight like me, but those are the only ones I've actually spent time with other than Rarity. Oh god what am I going to do?! I'm so confused. Plus the worst of it all is that I'm an Alicorn. The princess said I'm basically immortal. I can't handle that. If I'm in a relationship with a mortal, seeing them pass would be terrible. UGH! If I had a normal existence with a regular lifespan I wouldn't be so worried. This.......... This is all to much."

Rarity continued listening even after Midnight had stopped. She could hear a soft weeping coming from inside the room, she pulled back feeling her heart sink. She hadn't realized just how hard Midnight was taking this.

After a minute she quietly knocked on the door, She could hear some light shuffling inside the room for a second before Midnight said come in. She slowly pressed open the door seeing him laying on his bed facing her. She blushed slightly but continued into the room.

"I was wondering where you had gotten to Midnight, you left us all downstairs so suddenly we all thought the worst. Is there
something on your mind?" She asked trotting over to the side of the bed looking up and into his eyes. His now red eyes had a soft glow to them as she continued to gaze into them. His expression seemed a bit strained and sorrowful but still loving and caring. He began quietly as she listened intently.

"I....... don't know Rarity. I've just come to this world and so much has changed in such a small amount of time. I'm just not sure how or even if I can properly cope with all that has been going on. I mean, look at whats happened. I get turned into an Alicorn by Twilight when she didn't know what type of pony I would turn into but said I could change back after a short amount of time. I turn into a godlike pony that has to stay that way or have the universe basically implode unto itself. That, I don't really mind because I don't have to worry about protecting all those I've grown to care for, but the princess asked me to father her child?! That was a serious blow to me. I don't have any children and to suddenly be asked to be a father. I have
no idea how to proceed." He said as his emotions began to come to a head. He lay his head down onto the bed, his forelegs bent underneath him. A silent tear slowly streaked down his face. Rarity smiled softly to him coming up to his head
as it lay to the side of the bed. She walked up slowly to him gently pressing her lips to his in a soft kiss. His eyes went wide for a moment before slowly closing. After what felt like forever she finally broke the kiss moving forward gently nuzzling the side of his head.

"Rarity?" he started but stopped

"I'm sorry Midnight, I was listening to you just outside your bedroom door. I know your worried, but please don't let it get to you." She nuzzled more into his neck." I...... I feel the same way toward you." Her cheeks flushed a bright red.

"I understand your feelings about becoming a parent. It's not everyday a goddess asks you to be the father of their child. It is your choice though. If you decide to stay at the castle I wont stop you, you will still have a place in my heart though." She smiled giving his nose a little kiss. He smiled back nuzzling her gently. He let out a long sigh as he pulled himself off of his bed to the floor. Rarity came up to his side leaning against his leg looking up to him. He turned his head smiling down
at her.

"Lets go Rarity. I'm sure Twilight and the others are waiting for us." He waited for Rarity to go on ahead and out of the room. He walked toward the door stopping to look back into his room. He gazed for a moment as he felt some regret to giving away his home to the Apple Family. There wasn't much left for him now in this home. Just a few small things. But at least he gave it to a family who was the backbone to all of Ponyville. Giving one last sigh he turned to the door heading out and downstairs. Rarity awaiting him on the porch.

"There you are darling, please, don't feel bad. I know this is all a little much for you right now, but after some time I'm guessing you wouldn't have changed a thing that has happened." She smiled nuzzling his chest a little.

"Rarity." he began.

"Yes darling?"

"Have you ever flown before?"

This took her a bit by surprise. "Y-yes, once before. Twilight cast a spell on me to give me wings. They were beautiful but they evaporated into thin air from the heat of the sun while I was flying. Rainbow Dash and several Wonderbolts had to rescue me. It was frightening to say the least, but I would oh so love to fly again." She smiled shuffling nervously.

Midnight lay down for a moment looking to Rarity. "Hop on." He smiled. Rarity looked at him wide eyed for a moment and slowly climbed atop his back between his wings. she wrapped her front legs gently around his neck as he stood up. He spread his wings wide looking back to her. She gave him a nervous smile as he trotted slowly ahead gaining speed and then taking off causing Rarity to squeal loudly in delight.

They took off gaining altitude fairly quick. He flew through a few clouds causing them to fly apart. Rarity giggled as some of the cloud attached itself to his face making it look as if he had a beard. He chuckled shaking it off and continued flying around.

"Look down Rarity." He spoke softly. She looked down seeing the sun glimmer off of a small lake. It almost looked like a million tiny diamonds sparkling in the sunshine. She smiled resting her head against his mane feeling his warmth. She looked around seeing far out into the distance over the Everfree forest. It seemed to never end. Looking back into
the other direction she saw most of Ponyville and Canterlot in the far distance along the mountainside. She looked to the sunset as it was nearing the horizon.

"It is simply magnificent up here when you can look around yourself instead of focusing on flying. Thank you Midnight, but please, let us go to the library. I'm sure Twilight and the others are waiting on us."

"Alright then." He grinned as he took a steep angle toward Ponyville causing Rarity to squeal out loud again. After a couple minutes they arrivde safely outside of the library. They made their way inside to see Spike furiously trying to organize all
of the new books into the shelves in a separate part of the library. He would pick up a couple and read the title then place it on a shelf. Some other books he didn't know what to think of them and tossed them to the side onto a large pile of books. He finally grew disgusted and tossed the books in his claws into the air.

"UGH i give up!? These new books are a nightmare to try and figure out what they are." He huffed loudly and went upstairs. Midnight made his way over to the stack of books and quickly began looking through them setting them into seperate piles. After a few minutes with the help of his levitation magic the books were organized accordingly. He grabbed some parchment and a quill quickly making small notes attaching them to the piles. It had taken all but 5 minutes to finish. After that he went into the main part of the library through a doorway on the back wall. Celestia, Luna, and Twilight were in there talking, but stopped when Midnight and Rarity entered.

"Hey everyone." Midnight smiled. Rarity quickly went to Twilight's side taking a seat next to her.

"Whats going on?" Midnight asked seeing the unsure look on there faces.

"We were wondering if it was ok with you to go on to Canterlot. It is short notice but Rarity's home should be finished within the next week. It leaves us little time to spend together." Celestia blushed looking away.

Midnight looked to Rarity who had a nervous expression mixed with hurt. He walked over to her giving her a gentle nuzzle and whispering into her ear. "Ill be back when your boutique is finished, Don't worry though. You are the one that holds my heart." He gave her a gentle kiss on the cheek causing her to burn a crimson red. Twilight gave a small giggle which then caused Rarity to smack her shoulder playfully.

Midnight gave a heavy sigh looking to the Princess. "I guess there is no time like the present. Let us go." He said with a blank expression heading to the door. Luna and Celestia gave each other a worried expression then followed Midnight. As soon as they had exited the library Rarity broke down sobbing quietly. Twilight gave a surprised gasp at Raritys sudden change in emotion.

"Rarity? Whats wrong? I thought you would be happy about all of this." She said giving her friend a hug. Rarity sobbed in between words.

"I don't k-know, whats come over m-me. I should be h-happy for the p-princess, b-but I just feel like Midnight is b-being pressured into doing s-something he may not want to d-do." Rarity continued crying while Twilight rubbed her back still in the embrace, trying to calm her.

"Oh princess, do you know the pain your causing?" Twilight thought to herself as she looked out into nothingness.

16. Making babies, and teasing the Twins

AUTHORS NOTE!!!!!! This chapter contains ADULT material. I have finally reached the first adult section of the story. Although short it is a little graphic. *Hence the MATURE tag* I have made this part SKIPABLE in case you dont like CLOP in your stories. So you have been WARNED!. The CLOP area has been outlined. Also, this chapter is LONG!
-----------------------------------------------------------------------------------------------------------------------------------------------------------

The three celestial ponies had arrived back in Canterlot Castle. Luna had decided reek havoc against the guards with her new toys while Celestia and Midnight went elsewhere.

The two alicorns walked quietly along, Celestia in the lead with Midnight in tow. He recognized the path from which they were taking and soon they would arrive in her quarters. Midnight was starting to panic slightly at the thought of what was going to occur. He didn't really love the princess, and he didn't really feel the need to become a father. Much less one that would only see his child ever so often, and what about the care for the child? Being royalty meant that most of the princesses time was spent with royal duties. If she had a child, would she let Luna take command for a short time, or let the royal staff take care of the foal so that she could continue her duties? Question after question hammered into Midnight's mind as he
continued to follow the princess. He had been so in thought that he hadn't realized that they both had arrived in Celestias bed chambers.

Celestia entered her room followed by Midnight. She made her way to her bed, discarding her royal attire as she went, an ever growing blush spread across her face. She lay down on her bed turning her attention to Midnight who was still at the door, his head slightly lowered, his eyes avoiding direct contact with Celestias. She noticed his sudden change in demeanor, quickly calling to him.

"Midnight? Please come here." She gestured to her bed. He hesitantly trotted over to the bed. Slowly climbing onto the side but quickly hopping back off and began pacing, his wings fluffed a little from the stress he was now under. Celestia hopped off the bed coming over to Midnight she started to ask him what was wrong but he started causing her to pause.

"I don't know if I can do this, I mean, will you be an actual mother to the foal and neglect royal duties in order to raise the young one. Or will you have your staff or Luna raise the child?" He continued pacing back and forth causing Celestia to worry slightly.

"Midnight." She began. "As a princess I will continue to have royal duties regardless of whether or not I have a foal. Being royalty means my duties will never cease. However............ If it would put your worries to rest, I give you my word that once the foal is born, I will raise it personally, and of course you will be welcome to have that privledge as well. I do not intend on
keeping the foal all to myself. They will need a father figure in their life as well. And from seeing you worry so much about the foals possible raising shows me that you will be an excellent father." She said giving him a smile, looking into his eyes.

Midnight gave a loud sigh of relief. His questions had been answered and the stress of the day was disappearing. Celestia smiled hopping back onto her bed, her blush returning. Midnight looked at her as a sudden realization overtook him. He was in her bed chambers with her, and she was waiting for him in bed. Celestia smiled over to him giving him a wink and beconing him to her bed. His fire mane and tail burned a bright orange as a blush burst across his face, only hidden by his dark coat. Celestia gave a giggle and decided to poke some fun at him as he began to walk over.

"I'm not sure if you are aware Midnight, but sometimes getting a mare pregnant can take more than a single time of lovemaking." Her entire head was now as red as a beet, Midnight's heart was racing so fast that he was panting. He was about to rut with Royalty, not only once, but possibly way more times than he could imagine within the next week

------------------------------------------------------------------------------------------------------------------------------------------------------------

Naughty bits below! To pass it up scroll down to the next set of hyphen marks.
------------------------------------------------------------------------------------------------------------------------------------------------------------

Celestia's horn began to glow as she lit candles all around the room, closed the drapes and locked the door to her room. She place a muffle spell around the room to prevent sound from escaping. She was taking every precaution to make sure that not only would they be comfortable with each other, but to also keep everypony in all of Equestria from knowing
that she was rutting.

Midnight made his way over to the bed. Celestia lay there on her back sprawled out. Her forelegs pulled up to her chest. Her tail and legs laying onto the bed. Her wings partially unfolded. Her mane rippled magically over the bed causing the sheets to seemingly roll under it. Her face blushed a bright red as Midnight pulled himself onto the bed slowly pressing himself onto her. There breaths hot from anticipation. He lowered his head to beside Celestias whispering in her ear.

"I-I'm not sure how to start this. I've never done this as a pony before." He gave her ear a gentle nip pulling away. She gave him a playful grin as he was suddenly flung into the air and onto his back on the bed. He gave a startled yelp looking to see Celestia now atop him dominantly. She smiled down to him lowering her head to his ear this time.

"Then please. Let me lead, I'll make sure this will be something you will never forget." His eyes went wide as she pulled away giving his ear a gentle nip as well. He was more shocked at her sudden change in behavior than the fact that
they were about to rut. He lay ther watching her intently wondering what she was going to do but didn't have long to wait.. She began kissing his chest gently, her horn began to glow as she moved slowly down. Midnight felt an unfamiliar tingle around his nether regions. It wasn't at all unpleasant. In fact it felt better than anything he had ever felt from any of his sessions back on earth with a lover. He could feel his passion growing as Celestia continued. His member began to withdraw from it's sheath moving further up him as Celestia moved down. He gave a soft gasp as he felt Celestia's tongue flick across the head. She continued for a moment teasing his member with her tongue. He gave a little groan making Celestia smile. It had been decades since she had last rutted, and she was going to enjoy every second of this. Opening her mouth wider she took in the head of his member, gently suckling it. He gave a quiet gasp feeling her tongue move all around the head.

He was now in the thralls of extasy, his perception from once worry and fear now trained to desire and lust. His only ambition now was to make her scream in passion. Without even thinking his horn glowed brightly pulling Celestia overtop of him placing her plot right in his face. She gave a surprised yelp, then giving a loud moan as Midnight dove into her sensative mound. His tongue tracing gently around the lips then being shoved forcefully into her depths. Her wings flapped gently giving a slight spasm everytime his tongue found its way inside her. She continued teasing his stallionhood for another few minutes until she thought she was ready. Gently letting his member slide from her lips she stood up reluctantly from Midnights assault on her mound. She turned around facing and stradling him as her horn glowed wrapping her magic around his member guiding it to her depths. They both let out a heated moan as she rested fully onto his member, grinding into him. She lay forward onto his chest kissing him deeply. He thrust up into her causing her to moan out softly into his lips.

He gave a grin hearing her little whimpers of pleasure. He gave a grunt between words still thrusting into her. "You seem to be enjoying this Princess. Why are you being so quiet though. I figured you to be a screamer being royalty and all." He gave a chuckle seeing her expression of lust mixed with embarassment. She leaned forward placing her mouth next to his ear, breathing lustfully into it, giving little moans as she spoke. "I can be louder, but then I would have to punish you. She gave a sinister grin biting down on his ear pulling up then letting go.Midnight gave a grin as well.

"So she likes it rough huh, never would have guessed someone like her to be so rough." He gave a chuckle watching her as he began thrusting into her harder. A lustful smile crept across her face as she threw back her head moaning out loudly. This drove him to a new extreme as he thought of how to torture her a little. After a moment his horn began to glow brightly. Using his magic he began to make her plot more sensative as he pounded it.

Her expression quickly changed from lust to ultimate extasy. She moaned out loudly as she was driven up and down harder onto his member. She gasped as she could feel herself boiling to the breaking point. She screamed out as she came, hot love juices gushing out all around his cock as he kept pounding. She cried out as her orgasm never subsided through the relentless pounding.

Midnight felt his peak quickly approaching as Celestias tight plot milked every inch of his cock. He gave a loud growl as he thrust one last time hard into her, filling her depths with his seed. They stayed like that for almost 5 minutes. basking in the afterglow, then slowly fell onto the bed panting heavily.

Celestia lay there breathing hard looking at Midnight who was smiling and looking back to her. "I havent felt like that in almost an eon." Celestia panted.

Midnight smiled letting what she said feed his ego. He turned onto his side unfolding his wing, wraping it gently around her and pulling her close to him. She placed her head under his gently nuzzling his neck. He gave a little chuckle catching her attention.

"Whats so funny?' Celestia purred.

"Well......... I just made love to a goddess...... and she plans to continue making love to me countless times for an entire week until I knock her up. Either this is a VERY good dream, or I've died and gone to heaven." Midnight chuckled rubbing his nose to hers.

Celestia gave a sinister smile which made Midnight feel a little nervous. "Oh I plan on having quite a bit of fun with you for the next week my dear. It has been decades since I last rutted, and I plan on having all the fun I can stand to make sure I'm satisfied for at least another decade." He gave a nervous laugh as Celestia quick began rubbing his groin with her hoof, kissing his neck gently. Midnight gave a slight eep at this then realized. This isnt going to be a week of heaven. This is going to be a week of hell?!

------------------------------------------------------------------------------------------------------------------------------------------------------------
end naughtyness
------------------------------------------------------------------------------------------------------------------------------------------------------------

It had only been a day since Rarity and Twilight had seen Midnight. Although Twilight wasn't all that affected by his absence, Rarity was feeling rather blue. Her every waking moment she would think of Midnight and what the princess was doing to him. She would be sad, then angry, then curious. The cycle would repeat ever so often and it was beginning to drive her crazy. She had spent most of her time in Midnight's home. Organizing many different things, and going through everything she could to keep her mind off his absence. She had run across photo albums and took the time to look through them. She had seen many of Charles' happier times and even a few baby pictures causing her to giggle at his cuteness. After seeing his photos and comparing him to his current pony form, she began to wonder what their foal would look like. After a short time she gasped in sudden realization. She was thinking of having a foal with Midnight. Rarity sat there for what seemed
like an eternity thinking about what she had just thought. Could she really be thinking about bearing young so early in her life?

She shook her head trying to clear the images from it. It was far to soon to be thinking about that sort of thing. She hesitated for a moment looking back to the photo album. Remembering the smiling face of Charles as a baby, she compared it to when Sweetiebelle was born and all the happy times she had taking care of her, and all the bad times. Her eye twitched thinking about all the trouble she had gone through babysitting her sister while her parents went out on a vacation or an extended stay to someplace. She had come to the point thinking that she had actually been the mother figure to her little sister for most of her life. Her parents weren't around all that much due to their hecktic schedule, so Rarity had to pick up the slack to raise Sweetiebelle to the best of her abilities. Rarity gave a heavy sigh placing the photo album
back onto the desk. She knew it was to soon but she felt that the time would slip by before she knew it. That and what would Midnight think? Would he want to father two foals from two different mares?

Again she shook her head trying to dislodge all of the images from it. With a heavy sigh yet again she gave up on thinking for the moment and decided it would be better to just go out and relax. But what could she do?

After walking into Ponyville Rarity just looked around, walking without a destination. What could she do to pass the time? She stopped suddenly giving a hint of song. "Ideeeeaaaaaaa!" She turned around and galloped back to Twilight's. She came into the library rather quickly causing Spike to fall back in surprise while carrying a small stack of books.

"AAAHHH, Rarity?! Whats going on?" He said picking himself up and then the books he had dropped.

"Were's Twilight?" She asked getting an uncomfortable distance from Spikes face. Spike just looked into her eyes dreamily. "Uh..... Twi...who?"

"Up here Rarity." Twilight announced getting her attention. Rarity gave Spikes head a couple pats before smiling and heading upstairs into Twilights bedroom.

Twlight sat quietly at her desk reading one of the books she had gotten from Midnight earlier the previous day.

"Twilight darling whatever are you doing being held up in here like an old hermit. You should be out enjoying the day." She smiled looking to Twilight who kept her face burried in the book she was reading. Her smile faded away to slight disgust as Twilight continued to ignore her and keep her nose in the book. Rarity gave a disgruntled sigh as she stepped over to Twilight and took her book from out of her line of sight. Twilight blink a couple times then looked to Rarity. Rarity floated the book to her side as she looked to Twilight.

"I understand Midnight gave you all of these books darling, but that doesnt mean you have to read them all in a day." She sighed placing the book back onto Twilights desk. "Come now Twilight, we need to have a day at the spa. I have some
things to talk to you about." Rarity smiled as she turned heading downstairs. Twilight gave her an questioning look but followed suit.

They arrived at the spa within a few minutes, coming through the door Lotus and Aloe greeted them. Rarity smiled telling them to set up two of the usual's. Within a couple minutes they were in the steam room.

They laid back pressing their bodies to the wall's as the steam began to help them relax, sweating them rather well.

"Ok Rarity, whats gotten into you? You don't normally force anypony to go to the spa with you unless you have something on your mind. Especially if that pony is me." Twilight raised an eyebrow at Rarity crossing her forelegs waiting for an answer. Rarity gave a sigh as she began.

"Twilight darling, I can't seem to focus on anything but Midnight. Ever since the princess told us of her plans with him it has driven me absolutely mad. I wanted Midnight all to myself, but I can't go against the princess' wishes. He will be gone for nearly a week and I'm afraid during that time that he may end up falling for the princess. I couldn't bare to loose him like that. Not without knowing that I tried desperately to keep his attention to me." Rarity gave a pout at the end, looking away from Twilight.

"Rarity, I think your going about this all wrong." She began. "I'm not much for the romantic type but I can tell you this. Midnight seems to be pretty straight forward with his decisions. If he said he is going to do something then you can pretty much expect whatever he said he was going to do, to be done. That includes promises. I don't think you will have anything to worry about. Im pretty sure he is smitten with you." Twilight giggled causing Rarity to smile.

The time went off for the steam room. They made their way to the next phase of Rarity's usual. The seaweed wrap and mudbath. Aloe and Lotus quickly wrapped up the two ponys, setting the timer nearby and headed out of the room as they climbed into the mud baths.

"Everytime I do this Rarity it feels so weird. I don't think I'll ever get used to these mudbaths. The steam room was nice though." She said as she decended into the mud relaxing against the wall of the tub.

"Twilight, I need to tell you something." Rarity began as she looked to Twilight. Twilight looked back, a concerned expression across her face.

"I............ I've been thinking about............ having a foal with Midnight." Twilights jaw hit the floor. "R-r-r-rrrarity?! Are you SERIOUS?!" Rarity turned her head blushing furiously.

"I-I've only thought about it darling. Nothing more. If Midnight even comes back to Ponyville I don't know if I would even have the gawl to actually ask him about it. I've never felt like this about anypony, not even from my past relationships. Midnight
even before he became Midnight just made me feel safe and wanted. I'm sure you have felt the same thing during your stay with him as well." Rarity smiled causing Twilight to blush, her ears laying back as she began.

"Well............ I did find it nice that we all stayed together for such a long time. He never was in a raw mood or seemed to be burdened by us. He was nothing but cheerful to us to say the least. As time went on though I did begin to develop feelings toward him. B-but I wouldn't act on them?! I mean, your the only pony he really has eyes for. At least I think so. B-but if he did have feelings for me to.........ooooooooh!?" Twilight became so flustered she couldnt even think straight. She pressed muddy hoofs to her face in embarrassment.

Rarity giggled lightly at her.

"Twilight darling. If Midnight had feelings for you as well I couldn't say anything. We did stay with him together for quite some time. I wouldn't be at all surprised if he had feelings for not only me, but you as well." Rarity gave a smile causing Twilight to give a nervous smile back.

"But, I know one thing." Twilight began.

"Whats that?' Rarity asked cocking her head slightly.

"I know I couldn't ask Midnight to be the father of my foal. At least not anytime soon." She gave a sheepish grin breaking eye contact with Rarity.

"HA! I KNEW IT!" Rarity shouted pointing an accusing hoof at Twilight causing her to gasp in shock.

"Knew what?!" Twilight asked in surprise.

"I knew you thought about having a foal with him as well. ADMIT IT?!" Rarity beamed causing Twilight to burn a crimson red

"Y-yes, I thought about it. BUT ONLY ONCE!" She grumbled.

Rarity gave a dreamy smile to Twilight as she place her forelegs onto the side of the tub proping her muzzle on them. "And when did you think of that?" Rarity hummed giving a soft giggle.

"I-it was when he was carrying you from the bathroom. I was behind him when I..............." Twilight paused rubbing her face furiously from embarrassment.

"Go on darling, do tell me what happened" Rarity snickered already knowing what happened, she just wanted Twilight to say it.

"I YAHNKED HIS TOWEL OFF WHILE HE WAS WALKING DOWN THE HALL WITH YOU! He stopped and just smiled at me then kept walking without the towel. H-he even wiggled his butt at me before closing the door." Twilight sank into the mud blowing bubbles at the final stretch of her sentence. Rarity was in histarics laughing so hard she began to cry. After a few minutes Rarity began to slow down and finally controled her laughing fit.

"Hehe. So all it took was a chiseled body and a butt wiggle to catch your attention? I'll have to remember that the next time your off in your studies and refuse to pay attention. I might get that handsome young colt that lives next to the library to come by and try that out for you. What was his name again? Lucky, I believe it was" Rarity grinned widely.

"You wouldnt?!" Twilight gasped causing Rarity to laugh again.

The timer went off again as their time in the mudbath came to a close. They got out and made way to the showers, quickly rinsing all of the mud off and heading into the massage room hopping up onto a table each and letting the masseuse ponies begin.

"So what do you think Midnight will do when he comes back to Ponyville?" Twilight asked.

"I hope he will come to the spa with me again. He seemed rather flustered from his last visit here and refused to tell me why." Rarity fibbed, she knew the twins had made a move on her man but just wanted to bait them into the conversation.

Aloe and Lotus looked at each other pausing the massage for the moment. Lotus began.

"Midnight my dear? We don't remember having apony coming in with you by that name on a previous visit."

"Oh his name is Midnight now. He changed it once Twilight turned him into a pony. I'm sure you have seen him around Ponyville. He was Charles, the human that came in with me before. He is now an Alicorn." Rarity smirked.

The twins looked at each other begining to shake slightly. Not only in delight but fear as well. They had made a move on that human before, and now he is an Alicorn. After what felt like an eternity They stayed quiet as Rarity began.

"Oh I do hope he will join me in another spa session. Last time was so much fun." Rarity giggled. The twins laughed nervously at the comment then jumped as the timer had gone off.

"Mind if we skip that last phase of your usual Rarity? I think I'm relaxed enough as it is." Twilight gave a tired yawn. Rarity gave a smile looking to the twins nodding to them.

After a couple more minutes the two friends made their way out of the spa and began walking around Ponyville chatting away.

17. Uncle Midnight?

Time had passed rather quickly for Rarity after the spa session with Twilight. The week long wait came to an end as Midnight had flown back into Ponyville.

Rarity's boutique had been finished and all of her supplies restored. Sweetiebelle had been staying with the Apples during the time the boutique was being rebuilt and was now back home. Rarity had come back to the boutique a day early while everything was being wrapped up to start on some items that had to be put on hold due to the storm incident. Midnight had made his way into the boutique looking around at all of the cloth, and many other items scattered around the room. Rarity was in the corner at a sewing machine working feverishly. He smiled coming up to her quietly lowering his head beside hers and giving her neck a kiss. She let out a surprised squeal as she twisted away and around facing the sneak attacker. She gasped seeing Midnight standing there, a seemingly regal glow about him. Her eyes welled up as she ran forward lunging at him and tackling him to the floor wrapping her hooves around his neck. He fell back with Rarity on top of him laughing at her sudden explosive tackle.

"Haaaa haha. Well it looks like I was missed. Heh, I may have to take a week long vacation again sometime if I'm going to get this kind of attention for being away so long." He laughed but suddenly stopped as two hooves were placed on his cheeks pulling his attention directly to Rarity. Her eyes piercing gaze penetrating him as she stared daggers into him talking.

"You aren't EVER leaving me alone this long EVER AGAIN!" She shouted, her eyes burning bright. Midnight gave a nervous laugh but was soon silenced as Rarity pressed her lips to his in a passionate kiss. He gave a gasp but quickly gave in to the kiss, pressing back into her own assault with his own. They lay like that on the floor for almost twenty minutes, kissing passionately before they heard the bell ding at the door signaling that someone was coming in.

"Rarity. I saw Midnight flying into Ponyville and just came by to welcome.......him........." Twilight trailed off as her face flushed a bright red. Rarity jumped up from Midnight as he lay there laughing. He turned over onto his haunches looking to Twilight and giving her a wink.

"Hey there darlin, how have both of you been since I've been gone?" Midnight asked giving a smirk.

Rarity shuffled slightly being caught by Twilight in her current position with Midnight. Twilight gave a nervous laugh waiting for the silence to break.

Luckily for them, three little fillies came trotting down the stairs. Sweetiebelle, Scottlaoo, and Applebloom all saw Midnight and tackled him giving him a group hug. "MIDNIGHT!" The yelled in unison.

He laughed falling over from their tackle. "GIRLS! How have you been?! I've missed you three so much." He smiled giving a wink to Rarity and Twilight who just smiled at them.

"We've been doing great!" Sweetiebelle exclaimed, her voice cracking from excitement.

"Yeah! We've been trying all kinds of stuff to get our cutiemarks, we haven't succeeded yet but we're getting close." Scootaloo smiled widely.

"Just the other day we all went down to Fluttershy's to help out with her animals. But we didn't get our cutiemarks for trying to be animal doctors." Applebloom looked away rather disgruntled.

"Well I'm sure you three will get them eventually. I actually got mine last week before I went to Canterlot. See?" He smile nodding back to his cutiemark.

The three fillies as well as Twilight and Rarity came up looking at his Cutiemark which was a Shield over top of a set of crossed swords. The whole thing surrounded by a flame. The three fillies looked at it in awe.

"What does it mean your good at?"Applebloom spoke up.

Twilight and Rarity gave him a questioning look as well silently asking the same question.

"Well it means that I will strive to protect any and everypony I know, love, and cherish from any harm. It means I will devote myself unconditionally to keeping them all safe from any harm that may befall them under any circumstance. It means, that no matter what, I will protect everyone." He smiled giving them a determined look.

"That's awesome!" They all three yelled in unison.

"That is rather awesome." Rarity smirked toward Twilight who just smiled back.

"Hey girls." Midnight spoke catching the three fillies attention. You know, calling me Midnight all the time seems rather formal, even if we are friends. How about you three call me Uncle instead?" He laughed.

The three fillies eyes lit up. Midnight had not realized it yet but he had just given away a secret to not only them but to Rarity and Twilight as well.

Rarity sputtered for a moment at what she had just heard. She sat down on the spot slack jawed. Twilight fanning her as Midnight came over bowing before her.

The three fillies hugging each other bouncing in excitement as they watched. Midnight used his magic to manifest a pristine diamond hoofring in front of Rarity floating it a couple feet from her as he began.

"Rarity, I know this is sudden, but I feel like we have known each other far longer than we actually have. We have laughed together and cried together, and have been there for each other through hard and good times. We trust one another and love each other."

"Awwwwwwww." Came from the three fillies as they listened.

"Rarity, would you make me the happiest Alicorn in the universe? Will you marry me?" Midnight smile nervously as his entire body shook in anticipation of the answer. There was a dead silence as Rarity looked at the ring and then to him. Her slack jaw turned slowly into a massive smile, her eyes filled with tears as she nodded then tackle hugged Midnight crying into him.

Everyone in the room shouted happily stomping the ground as if clapping.

Scootaloo and Applebloom let out a gasp looking to Sweetiebelle.

"Wow Sweetiebelle! You have an Uncle that is an Alicorn! Does that make you royalty to?" Scootaloo ask smiling widely.

"It sure does, and since you two are technically my nieces as well since I asked you to call me uncle. You are as well." Midnight smiled nuzzling Rarity who was starting to calm down.

The three fillies jumped around in a circle singing. "We're princesses now! We're princesses now!" They stopped suddenly getting into a huddle.

"Oh my gosh you guys! What will all the ponies at school think?!" Applebloom asked looking at them. Scootaloo gave a wicked smile. Diamond Tiara and Silver Spoon are going to be REALLY mad. They will probably switch schools they'll be so mad." She gave a giggle.

"Yea, those two have always picked on us, it's time they got some payback." Sweetiebelle said but was overheard by midnight. He walked over to them raising an eyebrow to them.

"I heard the word pick on and payback my dears. Care to fill in your uncle?"

The three gave him a nervous look and told them their plan. He laughed giving them a grin. "Well I'm sure they would quit picking on you now that your royalty. But if they give you any problems again please let me know. I'm sure one quick visit from me and your whole class will respect you enough to not say or do anything bad to you three ever again." Midnight laughed causing the three fillies to tackle him to the floor again giggling loudly.

Twilight trotted over to Rarity giving her a hug and wiping a tear from her eye. "Congratulations Rarity, I'm so happy for you." She smiled.

"You know Pinkie is going to probably pass out from the excitement, as you know she's going to want to throw you a wedding party and bachlorette party as well." Twilight grinned even wider giving her a nudge.

Rarity giggled at the thought then something struck her. Midnight had asked all three of the fillies to call him uncle. Applebloom is Applejack's sister. Did he realize this or did he intend on asking her as well? But then he has spent time
with Twilight as well, and she couldn't place if Scootaloo had family or not because she has never met them. What should she do? Should she confront him about this or let it be.

Twilight looked at Rarity as she seemed to be deep in thought. "Bit for your thoughts." She smiled catching Rarity's attention.

"Lets go upstairs to my room, we can talk there." She said leading the way watching the three fillies play with the Alicorn.

Twilight and Rarity walked into her room closing the door behind them.

"Twilight, I have a nagging feeling. Midnight said for those three to call him uncle. Applebloom is Applejack's little sister. Do you think her intends on asking AJ as well? And what about Scootaloo? I don't even know if she has a big sister."

Twilight looked at her then laughed. "I don't think he thought that through honestly. They were just there and he may have thought it would make them happy. Im sure you have nothing to worry about."

"Well this is a question that cannot wait. I must know for sure." Rarity said as she headed out the bedroom door back downstairs. She reached the bottom of the stairs seeing Midnight still playing with the three fillies. They were riding on his back, all of them on his mane playing with the tangible fire. It moved just like fire but without the heat. Midnight laughed seeing their amazement.

"Hey, you three want to see something really cool?" Midnight said causing them to hop down and nod in unison. Midnight smiled as he concentrated making his mane and tail grow in size. Flames shooting out further and brighter. He unfolded his wing fully. The tips of his feathers along the edge ignited. His eyes glowed brightly bursting into flames as well. He stood proudly giving his wings a flap sending the magical fire around him. The three fillies gave an audible gasp seeing this then tackled him to the floor again. He laughed as his mane, tail and wings returned to normal as he rolled around with them. Twilight and Rarity stood there in awe for a moment before Twilight pulled her to the side out of view.

"Rarity this is amazing. His power must be incredible to do that. Even the princesses together cant make their manes do that. Nightmare Moon was only able to do that in the past before we defeated her. If he is true to his word and stays as a protector. I think even he could defeat Nightmare moon AND Discord together should they ever come back into existance and team up. This is incredible."

Twilight's eyes were wide with excitement. Rarity on the other hand was thinking the opposite. "What if Midnight......... turned evil." She thought to herself.

Could she bring herself to stand against him and try to defeat him. He did say that humans were susceptible to be corrupted by power. Rarity walked around the corner from the stairs. "Midnight darling, can we speak a moment in private please.?"

Midnight looked from the side of a filly attached to his face and managed to talk around her. "Kay." He lowered his head letting the little filly slip of and onto the floor. The girls hugged him one last time and went outside to play. Twilight gave Rarity one last hug then left as well, heading back to the library. The two were finally left alone to talk.

Midnight rolled back onto his haunches looking toward Rarity who walked up to him giving him a gentle nuzzle then sitting down in front of him, a worried expression on her face as her eyes fell to the floor as she spoke.

"Midnight........... I was wondering.............. when you asked my sister and her friends to call you uncle............. You do realize that Applbloom has a sister............. Applejack............... right?" Rarity asked still not looking into his eyes. Her hoof tracing circles on the floor nervously.

"I'll be honest with you honey........ I just wanted to make the girls happy.......... I never really thought about AJ when I said that............... I just want to make everyone happy........... I'm sorry if you thought...." He was cut off as Rarity kissed him. It lasted only but a minute before she broke the kiss moving away. Midnight sat there stunned.

"Thank you darling, I know you tend to not think about some things sometimes and it worries me. I should know the answer though, but I simply must ask you to be sure of it." She smile pressing her forehead to his, their eyes closed as they just sat there enjoying each others company.

18. Lunch with a chance of LIGHTNING!

Twilight set out toward her library, she needed to go through a few books on how to set up a wedding ceremony. She knew Pinkie would know, but she needed to know in case a few things might pop up. That plus she had to break the news to Spike. Knowing him and his crush on Rarity, he wouldn't take this to well.

After a few minutes walking she finally made it to the library. As she walked in she saw Spike placing books on the shelves. After Midnight had organized them all it was just a simple task to put them into their respective places.

"Hey Spike, I need to talk to you about something." Twilight began catching the young dragons attention. He placed the last book in the pile he was carrying onto the shelf and sat down next to Twilight looking at her intently.

"What's up?"

"Well.........." She hesitated for a moment seeing his innocent face looking at her, waiting for whatever she was about to say. She knew this was going to break his heart but she had to let him know.

"You still have feelings for Rarity don't you?" She asked making him blush a little.

"Yeah....... but I realize that its just a crush really, plus Rarity always has stallions asking her out. I doubt I would have a chance anytime soon. Maybe when I'm older though." He said looking a little sad at what he had just said.

"Why do you ask?"

Twilight felt a twinge of fear for a moment as the moisture in her mouth became dry making it hard for her to speak.

"Well, what if she got married to someone?" She ask causing Spike usually friendly demeanor to take a nose dive.

"I wouldn't be happy with that at all................" His demeanor changed quickly back to sad. "But........ I never truly let her know how I feel about her so it would be my own fault for not asking her sooner. So I guess I could be ok with it."

Twilight hugged Spike close surprising him. "That's very grown up of you Spike." She released him from the hug pulling back and sitting back down to continue. She took a deep breathe to relax then spoke.

"Midnight asked for her hoof just a short while ago." Twilight watched Spike as his expression went from shock to rage then back to sadness, then to her surprise happiness.

"That's pretty cool. I know Midnight will take good care of her. He just seems the type ya know? I'll still be there for Rarity though if she ever needs me so it won't be a total loss right?" He smiled picking himself up and moving back to putting books onto the shelves. Twilight came up to him giving him another hug then went to search for a book on wedding ceremony's.

Back at the boutique, Rarity and Midnight were fairly busy. Rarity still had many orders to fill and Midnight was doing his best to help her. His knowledge on making clothing was limited to say the least, but when it came to Pony clothing he knew nothing about it. Rarity was running back and forth gathering supplies while Midnight just watched. After a short period though he began to get bored since Rarity insisted she do everything herself.

"Hey hun. I'm going to go out for a bit, Your working rather hard and I feel as if I'll just be a distraction. I think I'll walk around town a little, clear the air some." Rarity smiled at him giving him a quick kiss as he walked out the door of the boutique.

Upon exiting the boutique he began walking around with no particular place in mind to stop at. He made a large circle around town, many ponies waving to him as he walked by. Before he knew it his stomach growled at him. He gave a puzzled looked to himself. He didn't feel hungry but apparently his stomach had other intentions. He gave a chuckle to himself and headed to the diner that he, Twilight, Rarity, and the Princess had previously went to. Entering the diner he grabbed a seat in the back corner away from the many prying eyes. The waitress from before came back handing him a menu. She looked nervous.

"Well hello again my dear." He smiled as he took the menu with his magic, setting it onto the table. She cocked her head to the side.

"I-I'm not sure I remember you ever being in here sir. I'd think I'd remember you." She smiled sheepishly causing Midnight to chuckle.

"Well the last time I was here I was human. Twilight changed me into a pony but it was an unexpected miracle that I turned into an Alicorn. No hard feelings." He laughed causing her to smile as she remembered him.

"Charles? Is that really you? I didn't think transformation magic could turn another creature into an Alicorn. I must say though you are striking as a stallion." She beamed at him.

"Well thank you......... I'm sorry I don't remember catching your name." He said giving her a nervous expression.

"I'm sorry I should have introduced myself before. My name is Plum Sweet." She smiled.

He smiled back. He raised his menu and placed his order. She took it back to the kitchen as he waited patiently for his food. As he was waiting he watched out the window. The world crept by as he watched ponies go about their business. Many he had talked to before waved while others smiled. It would continue this way for a while until he noticed the Cutie mark crusaders and Applejack walking past. He remembered what Rarity had asked and gave a nervous laugh to himself.

"Oh god, what if AJ thinks I was going to ask her?! What do I do?" Just as he was thinking this, Plum Sweet came back to his
table with his order.

"Here you are sir." She chirped causing Midnight to snap his head back around quickly.

"Oh my........ sorry about that. You just startled me is all." He laughed.

"No no I'm sorry, I shouldn't have broken your train of thought." She gave a saddened smile.

"Heh.......... it was that noticeable huh?" He gave a nervous laugh.

"You seemed pretty focused, I didn't mean to interrupt. Something you'd like to talk about?" She said placing her order booklet onto the table.

He nodded to the seat across from him as he began. "Well, I don't know how to really talk about this." He began.

"I told three little fillies today to call me uncle. I only meant it to make them happy, but at the same time one of their sisters was in the room. I had initially planned on asking her to marry me in the near future but after what I had said I didn't have much choice but to ask her to marry me right then. She said yes of course. But now my only fear is about those three fillies. One of them aside from my fiance has a sister also. I'm just afraid that if she says something to her big sister that I may have a crisis on my hooves." He sat there with his head lowered looking at his food. Awaiting a response from Plum. He raised his eyes to meet hers. She was smiling widely with a dreamy look in her eyes.

"That is so sweet." She smiled widely. "But don't you worry yourself. I'm sure that everything will work out for the best." She stood up walking over to Midnight and gave him a hug then went back to the kitchen. Midnight gave a hard sigh as he took a bite of his food. After a few more bites a knock came at the window next to him. He looked up to see AJ standing there, a smile across her face. He could hear muffled voices talking next to her. She looked down and talked to them for a moment, then three little fillies popped up pressing there faces to the glass.

"UNCLE MIDNIGHT!" They all yelled in unison then ran inside of the restaurant to him. AJ stood there for a moment puzzled then followed them in.

"Uncle Midnight!" The three fillies shouted as they all came up to the table leaping onto him. He gave a laugh hugging the three then sitting them down. They took a seat across from him as AJ approached the table. She had a raised eyebrow at Midnight questioning him without words. He gave a sigh as she sit down next to him.

"Yes, I'm an uncle now AJ." He laughed.

"To all three o'these youngins?" AJ laughed.

"Only because I asked them to call me uncle." Midnight said looking at them causing them to giggle.

"That and I asked Rarity to marry me." He said rather quickly taking a drink from his lemonade.

"WHAT!?" AJ shout causing the restaurant to stop for a moment then pick up again. She lowered her voice this time looking at Midnight as if he had just torn down half an acre of apple trees on her farm.

"Uh............... yeah. I asked her to marry me earlier. Heh. I-is that a bad thing?" He asked as AJ raised a hoof and punched him in the arm. Midnight recoiled at the punch.

"Ow! what was that for?!" The three fillies laughed from across the table. Seeing the smile on AJ's face.

"That's fer not lettin me kno'bout this ahead'o'time, Rar is one'o mah best friends. Ya coulda at least let me know so I could watch the whole scene play out." She smirked.

"Heh, I honestly figured you would of punched me from me getting yer sis to call me uncle instead of that." Midnight laughed but then stopped realizing what he had just said. He turned to see AJ's face completely flushed bright red through her orange coat. A shocked and awe expression across her face as what he said finally hit her. She was staring a hole through him as he began.

"AJ, its not what I meant it to be. I just thought it would be cute if they called me uncle instead of just Midnight all the time. At least with Sweetiebelle it's true though, heh. I honestly didn't think of anything else beyond that. Please don't be mad."

AJ sat there for another minute before taking a deep breath. She looked up to Midnight with a smile as she began. "Ah'm not mad atcha. Ah just wish ya had thought it through a lil more thoroughly afor you said anything. It would have caused alot less grief over time. Heh, but then again." She grinned wickedly rubbing her chin looking away from Midnight toward the ceiling as if imagining something.

"Ya know, being married to an Alicorn don't sound half bad." She smiled at Midnight again causing his firey mane and tail to nearly explode. Just as soon as the flames erupted from him they disappeared completely. His eyes turned white and he fell forward onto the table out cold. His flames slowly came back after a few seconds. AJ sat there in shock for a moment then reached over shaking Midnight a little. He gave out a groan pulling a hoof up to his head.

"Ow. Please don't do that AJ. Kidding or not, I'm kinda gullible when it comes to jokes." He said as he shook his head.

AJ smirked putting an elbow on the table looking at him. "Who said I was joking pardner." She laughed causing Midnight to look at her questionably. He shook his head laughing a little. The three fillies across the table just watched, giggling a little at the antics. Midnight looked back to her, AJ with a serious expression on her face this time. Midnight felt a cold chill
run down his back causing his mane to fluctuate for a moment.

"AJ are you serious?" He asked as he kept looking at her. After a minute AJ couldn't hold it in anymore. Her pokerface broke as she burst into a fit of laughter. Midnight groaned as he knew now that she was playing him like a fiddle.

"AJ, That has to be one of the meanest jokes that has ever been played on me." he smirked taking another sip of his drink. AJ looked at him with a raised eyebrow. "How was that mean?" She asked.

"You had my hopes up." He smirked taking another drink causing AJ to literally fall out of the booth onto her side, The three fillies gasped at the comment then saw Midnights expression then burst out laughing again. AJ pulled herself together and stood back up giving a glare to Midnight then laughing.

"Alright sugarcube I guess we can call that even."

After another couple minutes and having payed for the meal they all left the diner. The Cutiemark Crusaders found a comfortable spot on Midnights back right between his wings as AJ walked next to him. It was starting to get a little later in the evening by this point so he walked AJ home. The girls decided to make it a sleepover night at the farm so they hopped off Midnight making their way inside. Midnight gave a slight chuckle watching them run inside. He sat down onto the porch near AJ who had took a seat in a rocking chair.

"AJ......" he began. "I know I asked Rarity to marry me but I cant help but keep thinking............." He trailed off.

"Thinking about what?" AJ asked staring out into the sunset.

"Well, I have spent a lot of time with Twilight, You, and Rarity since I've been here. RD taught me the basics to fly. and Pinkie is just......." He trailed off again trying to find the words.

"Being Pinkie?" AJ finished causing him to laugh. "I've not spent anytime with Fluttershy, but she seems nice as well." He continued. I can't help but think that I'm rushing into getting married to Rarity. I understand her feelings toward me and I feel the same."

"Then whats buggin ya?" AJ asked.

"I'm not sure............... It feels as if I'm in a fairytale story. It all seems to good to be true, yet I cant help but think that something bad is going to happen." He gave a loud sigh flopping down onto the porch. His mane and tail now glowing a bright orange in annoyance with himself. AJ pulled herself out of the chair moving to Midnights side taking a seat. She ran her hoof over his head and mane trying to comfort him. He smiled up to her.

"Thanks AJ, you really are an awesome friend." AJ smiled and continued the petting for a few more minutes until she saw his ears perk up point forward. He raised his head from it's spot on the porch looking forward into the distance. He strained his eyes to see what it was in the distance. As the seconds wore on he could see something just above the ground barreling toward them.

"Rainbow Dash?" AJ said as she came into view. RD was flying as fast as she could coming to a quick stop just feet from Midnight and AJ. She sat down panting heavily.

"Whats wrong RD?" Midnight asked standing up and moving to her side.

"Cloudsdale.........trouble............need............help." she managed to pant out as she tried to catch her breath. AJ looked worriedly toward Midnight, He gave her a nod picking up RD and putting her on his back. She started to complain but they were launched into the air before she could get out even a word.

"Were is Cloudsdale?" He asked as he began to pick up speed. RD panted a couple more times pointing into the direction her home town was in. He banked slightly as he began to pick up speed again.

He looked back to her noticing she had caught her breath and was finally able to speak, she was getting ready to jump off and take flight but was held there by Midnights magic.

"Hey what gives? I can fly ya know!" RD yelled.

"Stop it and just tell me whats going on with Cloudsdale!" Midnight growled causing RD to flinch.

"It's the weather factory! Something went wrong with the rain cloud machine and it went haywire sending out more lightning clouds than we can handle. It's getting worse every second. I can't deal with them alone, and every Pegasus within 50 miles is there helping out trying to destroy the clouds. Alot of them are getting hurt, even the Wonderbolts are there helping out." She said still trying to escape the magical grasp.

"RD I need you to hang on. How far is it to Cloudsdale?" He began flapping harder and harder, the wind rushed past them quickly as RD responded. "About 40 miles in that direction." She pointed ahead of them. "Why do I need to hang on?" She yelled over the wind.

"Because we are about to hit mach 2." Midnight yelled as he encased them in a shield, using magic he propelled them quickly forward breaking the sound barrier. With another flap they doubled the speed to almost 1600 MPH. RD looked forward as they rushed through clouds within a blink of an eye. A smile spread across her face until they slowed coming
toward the city now surrounded by literally thousands of small lightning clouds. Midnight stopped, hovering in place as he looked around, the shield still up around them. Pegasi were flying around kicking clouds left and right. He was about to say something but the shield was suddenly hit by a large bolt of lightning causing them to scream out in surprise. Midnight growled right after.

"Lightning muffle!" He shouted causing the shield to fluctuate momentarily. RD looked around seeing lightning strikes but no thunder.

"What just happened?" She asked looking at Midnight who had a determined face.

"Magic." He said releasing the hold on RD. She jumped from him hovering next to him. "RD listen up. I'm going to need your help. I'm going to give you the ability to give these other Pegasi a shield to block the lightning but not all of the sound. All you need to do is touch them. Also I've seen a few get hurt from the lightning, If they are hurt the shield will heal them as well. When they have the shield tell them they can also do that to others and give them the same directions, just touch another pony. My shield will act as a lightning rod drawing all of the clouds to me, but Ill need to concentrate to do that. Get to everyone and let them know." He smirked touching his horn to her forehead making the tip glow. A small bubble shield wrapped around her as she saluted Midnight and shot off. Talking to one pony. They split up and doubled in bubbles. which kept repeating until light pink bubbles were now buzzing around Cloudsdale.

Midnight concentrated causing all of the storm clouds around Cloudsdale to begin to swarm in his direction. He felt a pang of nervousness as they swarmed all around him. Lightning bolts shot out hitting his shield repeatedly. Eventually everything turned a bright white and stayed that way. He strained his eyes closed but could still see the light through them. He concentrated harder this time his horn glowing brightly as the clouds were now swarming him. He could hear a muffle yelling through the clouds.

"Were almost done everypony, don't quit now!" RD yelled. After another couple minutes the light began to die down to
just a few lightning strikes. A swarm of ponies were all around Midnight now as he opened his eyes panting from using his magic so strenuously. His flaps got weaker as he began to fall slightly.

His shield fluctuated and then disappear as did all of the other shields on every other pony. His flaps slowed to a stop as he began to freefall. Several Pegasi including RD rushed to his aid. One grabbing onto a cloud as three others grabbed him slowing his decent. The one who grabbed a cloud quickly flew down and under Midnight letting him land softly onto it. He laid quietly on the cloud completely sprawled out. his wings lay limply to the sides as he took in deep breaths. RD landed next to him gently pressing her nose to the side of his head. He kept panting but opened an eye giving her a smile.

"He's alright!" RD yelled causing everypony within shouting distance to cheer loudly. She looked back down to him giving his nose a poke to get his attention again. He looked up to her as his breathing began to slow and become normal.

"You are something else." RD smirked as she crawled up and under his right wing pressing next to him. He smiled closing his eyes again and drifted off to sleep. It was late in the evening and he had completely spent his available magical power that he was used to using so far. It would take much longer for him to develop himself to use more power. But for now, it was a welcome treat to lay on a cloud and fall asleep.

19. Cloud beds and Rarity's love

AUTHORS NOTE!!!!! BEWARE you pony folk, This chapters rating is not a joke. Be prepared for something grim, For this chapters rating is the letter M.

Morning soon arrived, the sun casting it's warmth along the clouds as it slowly crept over the horizon. Cloudsdale had received substantial damage and was being repaired quick enough. Pegasi flew from place to place mending the cloud town with new enchanted clouds. Molding them to parts of buildings or structures that were damaged.

After a short while from the sun warming his body, Midnight awoke giving a large yawn and looking around. He stretched his body and wings folding his wings up to his body. He rose to his haunches looking over to the rising sun. As he did though he felt his right wing being pulled away from his body over a lump in the cloud. He looked down seeing Rainbow dash wrapping herself in his wing. He smiled at how cute it was and laid back down pulling her close to his side. He lay there for another hour until he felt RD moving around. She finally awoke giving a big yawn and stretching in every direction. She slowly opened her eyes due to an unfamiliar feeling she had. Like a huge wing was covering her like a blanket. Her eyes went wide seeing Midnight laying next to her.

Realization hit her as she remembered last nights events. She stood up slowly pressing Midnights wing off of her.

"Well good morning sunshine." Midnight chirped happily.

"Heh, morning......... sorry about this. I never meant to fall asleep next to you. You did pass out the other day though after taking care of all of the pegasi here in Cloudsdale. Thanks for that by the way, it was really cool." She said with a sheepish grin one hoof rubbing the back of her neck.

"It's no problem RD, I'm just glad noone was hurt is all. You did right by coming to me." He said giving her a playful push with his wing. She gave a laugh pushing back.

Midnight rose taking a look around Cloudsdale, taking in the damage that had been done. It was rather extensive but was quickly being repaired. He glanced back to RD for a moment.

"Hey Dash, I'm going to head back into Ponyville, I'm sure AJ is worried and would like an update about Cloudsdale. I'll seeya later." He brushed a wing over her head as he took a nosedive of the cloud they were both on. She laughed watching as he plummeted toward the ground then opening his wings and heading back toward Ponyville.

A short time later he arrived back in Ponyville, landing at Sweet Apple Acres to see Big Macintosh, and AJ, already hard at work. He walked toward AJ quietly as he watched her buck an apple tree sending its fruit into several large bushels. She pulled her hat from her head fanning herself as she took a quick breather. She caught sight of Midnight giving him a wave with her hat, placing it back on then trotting over to meet him.

"So whats the word Night?" She asked giving him a smile.

"Night eh? Shortening my new name also?" He smirked causing her to blush.

"I'm just picking AJ, you know I'm cool with that. Anyway, Cloudsdale is fine now. Reason I didn't come back last night was because I used to much magic. I passed out on a Cloud after it was all over. No biggy really. Just glad I could have helped."

AJ smiled at his comment. It's not everyday a pony can take on an entire out of control storm by themselves. She stepped over to a bushel pulling a couple apples from it and chucking one at Midnight who caught it with his magic. She took a bite out of the other in her hoof. She gave him a nod. He nodded back taking a big bite from the apple.

"So AJ, hows harvest coming along? Need any more help?" Midnight ask nodding to the endless supply of apple trees.

"Nah, ahm good Midnight. Ya should get on back ta Rarity before she flips her wig about ya staying away for a whole night just after ya asked for her hoof an all." AJ laughed causing Midnight to groan.

"Ugh, yeah I guess I should go back then. I'll seeya around AJ." He smiled as he took off into the sky munching the last of the apple AJ had given him.

Another few minutes passed as Midnight made his way to Rarity's boutique. He landed outside but quickly entered. Upon entering he could hear some arguing coming from the back room. He used his magic to keep the entrance bell from ringing as he slipped inside and closed the door, slowly making his way closer to the back room.

"What the hell Rarity?! Why won't you take me back? I loved you and you loved me!" A male voice shouted as hoofsteps could be heard pacing.

"That's right Magnus. USED to love. Keep it past tense because it will never be present again. Besides I'm happily engaged now to a very handsome, very powerful, and EXTREMELY hunky stallion. I seriously doubt anyone or anything could ever measure up to him." She smirked laughing Magnus off.

"Oh really? Well if I ever see him, I'm going to buck his head off then shit down his throat. NOONE is going to have you but me!" Magnus yelled as he advanced towards Rarity.

"What do you think your doing? Stop! NOOOOOO!" Rarity screamed out.

"What are you going to do about it you slut?! Your boyfriend isn't here to protect you, I doubt he would even raise a hoof to protect your sorry ass." Magnus yelled shoving Rarity to the floor and climbing on top of her, holding her down.

Midnight stepped around the corner into the room, his fire mane and tail burning a large hot red flame, his eyes completely engulfed in flames as well.

Rarity looked over to the door as she heard another set of hoofsteps in her home. She saw Midnight standing there looking ready to kill. "Midnight!!! Help me!" She yelled causing Magnus to turn his gaze to the black fire engulfed Alicorn behind him.

He stood there for a moment petrified as he looked to the alicorn towering over him. He looked back to Rarity his pupils almost non existent. She smiled up to Magnus.

"That would be my fiance, you dirtbag. I hope your ready for some serious payback." She growled at him, her smile turning into a sinister grin. Magnus gulped turning around again to meet a hoof across his face sending him sprawling onto the floor ten feet away. Midnight helped Rarity up giving her a quick smile and kiss as he looked over to the pony trying to stand up but soon met the floor again with a hard thud as Midnight used his magic to grind him to the floor. Magnus let out a small scream as the air was forced from him.

"What should I do with this creep dear?" Midnight asked looking to the pony struggling to stand again.

Rarity smiled wickedly toward the gray unicorn on the floor. "Maybe we should turn him into a throw rug. I'm sure you could get away with it since your an alicorn after all." Rarity gave Midnight a hidden wink that Magnus didn't see. Magnus' eyes went wide as he struggled harder, crying out in fear as Midnight approached him and lifted him off the ground with his magic.

"That's not a bad idea my dear. Oh maybe we can make a set of throw pillows from his hide and send them to his parents." Midnight grinned evilly causing Magnus to finally pass out from fright. He floated there quietly his eyes rolled back into his head.

"So what do we do now?" Midnight asked looking to Rarity.

"Erase all of the memories from his head about me. I never want to deal with that trash again. he was never anything but abusive and obsessive toward me. We would all be better off without those memories, and his presence permanently." She scoffed moving over to him and bucking him hard right in the groin. Magnus didn't move but he would feel the pain soon when he awoke.

"Ouch! Remind me to never piss you off Rarity." Midnight cringed at the kick but moved forward placing his horn to the unicorns head. After a moment of magic, all of the memories that related to Rarity In Magnus' head were now gone. Midnight quickly tossed the pony out the back door into the dirt then headed back inside.

Rarity waited for Midnight to come back in as she hid behind the door, quickly closing it as he entered which caused him to jump and turn around. Rarity smiled toward him, her eyes half closed as she drew closer. Midnight remembered this look on Celestia everytime she had fucked him silly during their short time together in the castle. He knew what was coming next.

Rarity made her way to Midnight slowing circling him, tracing his frame with her eyes. He grinned flicking his tail at her as she rounded his flank. The flame from his tail temporarily separating from the tip as it snapped. She gave a playful giggle as she headed toward the staircase looking back to him, raising her tail slightly and swinging it slightly. Midnights smirked as he just got an eyeful and followed closely behind her as she climbed the stairs to her room. Sweetiebelle was out for the day with her friends so they would have the boutique all to themselves.

Rarity entered the room heading to her bed. Midnight followed suit closing the door behind them. She hopped onto the bed laying on her side, using a hoof to beckon the powerful Alicorn to her.

Midnight gave a playful snort as he trotted over to her. She turned over laying on her back looking to Midnight as he towered over her. He could feel his loins throb as they began to awake, growing with gusto as he leaned down to kiss Rarity. She pulled him to her pressing her lips hard to his, a soft moan escaping her. He moved slowly down her chin to her neck giving small kisses as he went. Heading further south, his hot breath teasing her. She panted slightly from the anticipation, giving a soft gasp as his tongue pressed gently between her lips finding her hidden pearl. She pulled a forleg up biting it gently to stifle a loud moan. Midnight couldn't help but smile. Rarity seemed to be far more sensitive than Celestia had been
during his marathon with her.

He continued his assault on her pearl until he could sense her coming orgasm. His assault quickened as she approached, arching her back up, wrapping her legs around his head pulling him taught. She cried out loudly as she came. After a few seconds her body went limp, her breathing heavy. She looked down to him with a big smile plastered across her face.

He moved up her frame kissing here and there as he went, finally reaching her neck and kissing along it. His advances slowed as he spoke.

"R-rarity. I don't want you to get pregnant right now. You have so much time ahead of you to do the things you want. I just don't want to ruin................." He was cut short as she kissed him hard for a few second pulling away then whispering into his ear.

"Don't worry, I have to be in season for that to happen. That time is months away darling." She gave a smile as she pulled away looking into his eyes. He gave a wicked smile.

"Then I guess we can have as much fun as we want then." He laughed pressing the head of his member gently to

her folds. Shew let out an audible gasp feeling the massive member pressing into her. She let out a whimper pulling back.

"Whats wrong?" He asked looking into her pained face.

"Your................... to big............it hurts." She gave a pout turning her head to the side knowing that this couldn't go further. She pressed him away rolling over onto the bed giving a sigh. He gave her a smile.

"You forget dear." He laughed as his horn began to glow brightly. His form began to shrink slowly until he was around the size between Luna and Celestia is.

Rarity smiled widely pouncing him onto a large pile of pillows next to her bed. He laughed landing on his back Rarity on top of him kissing him hard. She used her magic to guide him into her folds, this time without much effort, It was the perfect size. She let out a heated moan as she pressed further down engulfing every inch into her, bottoming out as the head pressed against her wombs opening.

"Oh my!" She gasped as Midnight pulled her up gently then thrust a little harder into her. A soft moan escaping her lips again and again as the thrusts continued. She groaned louder as the thrusting began to drive her to her next climax. He could feel her tight walls clamping down as he pulled out, milking his every inch then releasing as he thrust back in. Another few minutes of this and she finally came hard. screaming out in pleasure. Her body convulsed as she came, driving Midnight over the edge as he came with her. He let out a loud groan as his seed filled her depths.

They collapsed onto each other laying there. The sheer volume of his orgasm slowly leaking out around the base of his cock as it still rested inside her. She smiled nuzzling his chest as she lay there.

20. Crushes and Wolves?

Twilight had just finished yet another book from the extensive collection given to her by Midnight. She gave a yawn as she placed it back onto the shelf. She picked another random book from the shelf. This time a reference book on religions. She eyed the title for a moment then began to read. After about an hour she put it down giving it a strange look.

"That has got to be the weirdest book I have ever read." She grumbled. "Maybe Midnight can give me some insight on it later." She raised an eyebrow as she picked it up again going back to a section that had peaked her curiosity.
It regarded a person having multiple wives. What was it called again? Polygamy. She gave a smirk remembering what Midnight had said about having a single wife. If he knew that although uncommon, ponies all across Equestria did practice this as the male female ratio was crazy. It was roughly one male to every twenty mares. So same sex marriages were
often the norm.

"I wonder if Midnight is aware of this, and if he is, what would Rarity think?" She asked herself rubbing her chin in thought. She kept thinking about Midnight and all that had transpired before and after his transformation into an Alicorn. She knew that he is very intelligent, a hard worker, apparently a great lover from Celestia's point of view. Twilight's cheeks burned red from the letter she had received from the princess after he had left the castle. It didn't go into much detail, just that he was incredible every moment her was there. A bit vague on details but Twilight figured out what she was hinting at. She sat there quietly remember every moment Midnight and herself had spent together. Although her past relations with other stallions were minimal, she could point out that every moment she spent near Midnight was yet another moment she found herself fawning over him.

"TWILIGHT!" Spike yelled into her face as she finally came back to reality shaking her head in surprise.

"Oh my gosh! What is it Spike?"

"Rainbow Dash is waiting for you up front." He groaned as her turned leaving the room.

Twilight gave him a disgruntled look as she headed into the front room of the library. RD was there pacing back and forth looking to the floor and mumbling to herself.

"Hey Rainbow, whatsup?" Twilight smiled. Rainbow flew over to her quickly causing her to back peddle a bit.

"We need to talk." She began as she noticed Spike putting more books away. "In private." She added as she pulled Twilight quickly to a back room and closing the door.

"Whats going on Rainbow? Your not acting normal." She asked raising an eyebrow.

"I knoooooow." She trotted in place in a seemingly anticipating gesture. It's about Midnight! I have got to tell someone before I explode!" She said trotting a bit faster. (Imagine the pet episode when RD was in the avalanche and her wing was stuck under the rock. She trotted in place.)

Twilight smiled having a feeling as to what Rainbow was about to tell her. "What about Midnight?" She asked.

"Well the other day Cloudsdale had a malfunction in one of the factories, it cause massive lightning storm clouds to come out non stop. Midnight ended up saving every pony in Cloudsdale with his magic." She slowed her trotting as Twilight looked on in surprise. "But that's not really what got me going....... It was the fact that on the way there he hit Mach 2 with me on his back. That's twice the speed of sound. I don't know if he saw it or not but when he hit mach 2 his Sonic Flamebow turned into a giant phoenix flame mimicking his flight and wing strokes. It was beyond cool!" She groaned now bouncing around like Pinkie Pie.

"So whats the problem?" Asked Twilight. "He saved the day and broke mach 2 in flight. Is there something wrong with that?"

Rainbow Dash stopped, moving quickly to Twilight holding her face in her hooves as she spoke. "NO! Nothing wrong with that at all. It's what happened after all that that really hit me hard. He used up so much magic he ended up passing out while flying. Myself and a few others managed to catch him on a cloud. I stayed with him and we both fell asleep together on the cloud. I woke up this morning with his wing draped over me like a cover. He was staring off into the sunrise and it just melted me." She press her hooves to her face groaning, falling back onto a pile of books with a thud.

"I think I love him Twilight." RD said covering her massive blush.

Twilight giggled as a blush rolled across her own face. "I don't think your the only one with feelings for him Rainbow."

RD rose quickly giving her a funny look until she saw Twilight's ears laying back and the bright red blush covering most of her head. RD laughed moving over and patting Twilight's back a few times.

"I think we both have it bad for him, don't you?" She laughed causing Twilight to nod a few times. "So what do we do? We both have feelings for him so.........." She trailed off trying to think of what to do.

"Well, Celestia has pretty much admitted already having her way with him, and I know he has feelings for Rarity. But I have no clue as to how he would react if we came forward letting him know about our feelings. Maybe we should talk to the others to see what they think." Twilight said rubbing her chin in thought.

After an eventful evening with Rarity, she was out cold laying on her bed. Midnight smiled pulling a cover over her and tucking her in. The night was still young and the sun had yet to fully set. He decided a nice flight around Ponyville was in order to expend his pent up energy. As he made his way downstairs he heard the door open to the boutique. Without thinking he began.

"I'm sorry but we have closed for the evening." He said as he rounded the corner to see the cutie mark crusaders.

"Girls! How are you?" Midnight smiled seeing them all run up to him.

"Uncle Midnight!" They all yelled in unison.

"We just came by to get our capes, we're going to Fluttershy's to to try and get our cutiemarks in zoo keeping. She has enough animals plus the others that usually come out of the Everfree forest, so I don't think it should be that hard."

Scootaloo said as she headed over to a small trunk, pulling out several capes and tossing them to the others.

"Its getting late girls, maybe you should do this tomorrow. It would be a lot safer during the daylight hours." Midnight said, in an authoritative tone behind his voice.

"Awwwww, but we wanted to try it today. We have so many more plans for tomorrow in case this doesn't work." Sweetiebelle announced.

"Besides, If yer worried'bout us, why don'tcha come with us. You can keep all the monsters away." Applebloom chuckled.

"Yeah, I doubt any monster would mess with a pony that has FIRE as their mane and tail." Scootaloo smirk jumping up onto Midnights back running her hoof through his mane.

Midnight chuckled, "Alright girls I guess I could go with you, but only because Fluttershy's is next to the forest. I don't want you running off anywhere into there though. Better to stay safe than be sorry."

"OK!" They all yelled in unison as Sweetiebelle and Applebloom hopped up onto Midnights back with Scootaloo.

"Onward!" they shouted causing Midnight to chuckle. He moved to the door heading out closing it behind him and locking it taught.

After a short flight and some screaming fillies after they arrived at Fluttershy's cottage. Sweetiebelle and Applebloom jumped down kissing the ground while scootaloo hugged Midnight thanking him for the flight.

"Ah'm never going to go flying again!" Applebloom groaned.

"It wouldn't have been so bad if he hadn't taken that big nosedive." Sweetiebelle lurched but kept her food down.

"Awww come on you guys, that was totally awesome!" Scootaloo shouted as she buzzed her little wings making a slow decent from atop Midnights back.

They walked up to Fluttershy's cottage giving the door a gentle knock. Fluttershy answered the door.

"Oh! Hi girls." She smiled then looked up to see Midnight smiling down at her. She recoiled a bit as his physical nature seemed very intimidating to her. "H-hi Midnight."

"Evening Fluttershy. The girls insisted I tag along with them to your home this evening. They wanted to try to get their cutiemarks as zoo keepers, and what better place than at the ponies home who takes care of animals." He smiled causing her to blush.

"Oh.... well.......... it's no big deal really. I just love animals so much, I love taking care of them." She smiled still hiding behind her mane.

Midnight smiled at her shy nature as he began. "Well girls, lets get.........started?" He trailed off looking down expecting to see the girls but they were nowhere to be found. "Girls? Where'd you go?" He shouted looking around.

Just as he turned he heard several loud screams coming from the forest.

"GIRLS!" Midnight and Fluttershy yelled in unison flying over toward the scream. They landed just as the three fillies ran screaming past them, loud snapping could be heard as trees fell left and right in the forest getting closer and closer. The girls hid behind Midnight as he took a defensive stance guarding them. The snapping came to a stop as a giant wolf breached the outer part of the forest coming to a halt as it saw the Alicorn in front of it. The wolf let out a low growl as it's eye's glowed. It slowly lowered its head as if ready to pounce. That is when Fluttershy noticed the mark on the wolfs forehead. Fluttershy stepped forward beside Midnight looking up to the wolf with a smile.

"Kogu? I-is that really you?" She asked moving closer to the wolf. The wolf stopped growling, its expression turning from snarling to neutral. as it leaned forward giving Fluttershy a sniff. It pressed its muzzle to Fluttershy closing it's eye's and giving a soft rumble. "It is you Kogu, Oh my goodness. You've grown so big I almost didn't recognize you."

"Uh Fluttershy..........." Midnight said still in a protective stance in front of the girls. Fluttershy turned, looking back at the group of ponies as she began.

"I found this wolf as a pup nearby. This mark on her head is a scar. It was bleeding badly so I patched her up and cared for her for a few years until she ran off one night." She patted her nose then gave her a stern look when she told them about when she had disappeared. She looked away from her with a whine plopping down on the ground next to her. The three fillies slowly made there way out from behind Midnight moving forward.

The wolf looked at them giving a loud snort. The wind rushing past them quickly. The halted their advance momentarily as the wolf stared at them. Kogu's ears flicked, swiveling to catch a sound behind her. As Kogu looked back a smaller wolf came out of the forest quickly climbing atop the giant wolf and laying down between her ears looking at the three fillies.

"Oh my. Is this young wolf your's Kogu?" Fluttershy asked smiling to the average sized wolf laying between the giant wolfs ears. The wolf gave a quiet bark nodding its head a bit to get the cub to jump down. After a few shakes the pup reluctantly jumped down, slowly advancing on the three fillies.

"Now then Kria, be nice. Had I known that these three were friends of Fluttershy, I would not have chased them off." Kogu said in a deep feminine voice, surprising everyone.

"Oh my, I didn't know you could talk." Fluttershy said coming up to the giant wolf and giving its muzzle a hug. The wolf let out a soft laugh.

"My friend, I only recently found out that I could speak like you. It has been roughly 8 months now. It surprised me as well. I have not learned much in words so please forgive me if I ask what you mean when you speak."

"This is incredible, I would have never guessed that many other species were capable of speech in this world." Midnight smiled moving a little closer to Kogu. Kogu noticed his advance and spoke up quickly.

"Please keep your distance Alicorn. We know of your power and wish to remain alive." Midnight gave a questionable look at the wolf as he stopped.

Kria the smaller wolf quickly coming to her side and giving a growl.

"I mean you know harm. Please, Allow me the same respect as Fluttershy. I give you my word that no harm will come to you." Midnight smiled causing the wolfs eyes to widen slightly then quickly return to a skeptical gaze.

"Another Alicorn said something such as that previously, That is why we have this scar." Kogu said lowering its muzzle to show the scar on its head. The pup whined giving its mother a gentle lick.

She gave a soft rumble nuzzling the pup.

"Is this pup yours?" Fluttershy asked finally coming from her stupor. Kogu simpley nodded, it's eye's never leaving Midnight.

Midnight laid down quietly looking at the wolf still in disbelief. "You said another Alicorn gave you that scar. Was it a white Alicorn?" Midnight asked.

Kogu gave a loud snort. "Yes, that one thought we to be dangerous because we live in the forest. We were hunting long ago so that we could eat when we chased our prey out of the forest and into a place with many strange structures. At the time we did not know any better, we lost our prey amongst those structures but soon found a much slower prey. It was a small pony such as those three."

Kogu nodded to the cutie mark crusaders. "The Alicorn saw us as we approached the young one and attacked us. We barely made it to the edge of the forest before we were to week to continue. Had it not been for Fluttershy we would not be here today."

Midnight nodded looking away from the wolf. "That is understandable. I was going to protect these three but with less force, had you attacked."

Kogu gave Midnight another questioning look. "What do you mean with less force?" She asked.

"Well I would have used magic to just hold you in the air. I would have then talked to you to try and get you to understand. If that failed I would have let you go and place a forcefield around all of us until you had left."

Kogu seemed to understand what Midnight was talking about giving a nod. "That is quite generous of you. Most would not think twice before taking the life of a lesser being."

"You are not a lesser being, you are an equal and nothing less." Midnight gave an audible snort surprising the wolf. Kogu stood slowly, moving to the Alicorn and giving him a sniff. He stood at attention watching the wolf. The three fillies ran to Fluttershy hiding behind her but watching the wolf.

"You....... fear me." The wolf said giving midnight another sniff pressing its nose roughly to the side of his face.

"I do......." he replied.

The wolf circle him as he stood still. Midnight could feel himself sweating in the wolfs presence as it was nearly three times his size.

"You are Alicorn, you have great power, yet you fear a lowly creature such as myself?" The wolf commented moving back to in front of the black Alicorn.

"As I said before, you are an equal, nothing less." Midnight stated causing the wolf to snarl loudly snapping its maw just inches from the Alicorn's nose.

Fluttershy and the three fillies recoiled slightly in fear for Midnight as they watched. Midnight simply stood still, visibly shaking slightly.

"You still do not attack me, even though I show you aggression. Do you wish to die Alicorn?" The wolf growled loudly. Midnight took a deep breath releasing it slowly as he kneeled in front of the great wolf as if kneeling to royalty. Kogu back peddled from this action.

"What are you doing?!"The wolf barked startled by the action.

"Showing you that I mean no disrespect to you or your cub, I may be Alicorn but I am far from being evil, or unkind to any and all beings." Midnight spoke, still kneeling.

"But you are Alicorn, you are the most powerful being in existence, How could you respect those without power?" Kogu spoke, her voice visibly shaking.

"I respect everything in existence because everything has a place in existence. From the tiniest thing, to entire galaxies. Nothing exists that I do not care for." Midnight smiled as he stood and approached the wolf.

"Keep your distance Alicorn." Kogu growled watching him advance. Midnight closed his eyes as he approached the giant wolf. His mane and tail turning from its regular flame to a gente blue. The wolf growled stil,l even as the Alicorn pressed forward. "I SAID STAY BACK!" Kogu shouted right in his face. Midnight continued to advance even as the growled died to a whine. He pressed closer gently nuzzling the giant wolf. Its whine slowly left being replaced by a soft rumble. The small wolf barked at Midnight showing a little more aggression, It came up biting Midnights leg. Midnight let out a small whinny of pain pulling away from the giant wolf. The little wolf latched tightly onto his front right leg.

"Kria! Let him go!" Kogu growled causing the pup to let go, recoiling to its mothers side.

Midnight lifted his front leg in slight pain as a small trickle of blood could be seen dampening his fur. Kogu moved its head to the injury giving it a sniff then a small lick tasting the blood.

"You..............bleed?" Kogu looked in shock at the Alicorn.

"I may be a powerful being, but that does not mean that I cannot die, or be injured." Midnight smiled as his horn glowed casting a healing spell onto himself.

The wound quickly healed revealing a small scar were the pup had bitten him. Kogu looked in disbelief before asking.

"You have great power and can remove scars. Why did you not remove that one?"

"For the same reason that you have your scar. It is not only a lesson to be learned, but to also show empathy toward any and all creatures great and small. I may be able to remove it, but I choose not to out of respect." The wolf gave a chuckle then did something surprising. It licked Midnight across the face. Midnight stood shocked for a moment before laughing.

"So I take it you trust me enough now to know that I will not harm you or your pup?" He smiled, Kogu nodded laying back down. "Can I trust you not to hurt these three children as well?" Midnight nodded to the children who looked wide eyed at the wolf.

"You have my word, It would be nice to have some more company to play with Kria. I am getting much older and cannot keep up with her as much as I used to. Her having playmates would be a welcome treat. I understand they meant no harm coming into the forest. It was just my bad experiences with ponies before that made me act the way I did. Should they
come to visit, know that they will be protected and cared for." The wolf gave a toothy smile that although pleasant, was unnerving at the same time.

Kria came forth, ears laid back looking at Midnight, she gave a quiet whine nosing the spot she had bitten. "It's ok small one, you have nothing to regret. You were simply protecting your mother as I would have protected my friends and family. Know that no hard feelings are felt toward either of you." Midnight smiled to the pup which turned her behavior around. She gave a happy bark wagging her tail.

"Please do come out children, Kria wishes to play." Kogu said nosing her pup in the rear to move her forward.

Sweetiebelle, Scootaloo, and Applebloom came out from behind Fluttershy moving to the pup who was doing the same. The three fillies sat down in front of the pup and introduced themselves. Kria looked back to her mother then to the fillies giving a playful bark and bounding around them playfully. They giggled and followed her. Everyone smiled watching the youths.

The sun was now sinking below the horizon, sending hues of bright orange, pinks, and purples across the clouds in the sky. Soon the colors faded to a more rust red and then to the night sky as it lit up with tiny sparkles covering it. The girls had finished playing with Kria while Fluttershy and Kogu caught up. Midnight simply stuck around to enjoy the others conversation.

The girls trotted back to Fluttershy's each with a large yawn. The wolf pup Kria gave a whined yawn as well moving onto her mothers back to be carried home.

"This was a pleasant evening despite the awkward start. I enjoyed our conversation Fluttershy. Midnight, I would be honored to come visit again in the near future, As I'm sure my pup will as well."

Kogu gave a laugh as Kria gave a happy bark in agreement. "And I would like to thank you again Midnight, for being so kind and not judging me from first glance."

Midnight gave a smile nodding to the wolf and pup. "It was no trouble at all. No matter the being, I'm sure there can always be a way to become friends."

Kogu nodded turning around and heading back into the forest disappearing from sight into the darkness. The three fillies had made there way onto Midnights back as he lay on the ground. They rested quietly falling asleep between his wings.

"I think I had better get these three home." Midnight said smiling back to the three fillies who had made a bed between his wings.

You can stay here for the night if you would like." Fluttershy said as a blush crossed her face. Midnight looked back to the sleeping angels on his back then to Fluttershy. "I think that would be nice. It is a long walk back to town and I would hate to wake these darlins." She gave a small smile then led the way inside. Although a tight fit Midnight managed to shrink just enough so that the sleeping fillies on his back would have enough room without waking them up. He walked silently over to the sofa taking a seat in the floor next to it.

Fluttershy then realized that the couch was to small for him coming over and giving him a few pillows. "I'm sorry, I should have realized how big you were before offering you to stay, I don't want you to be uncomfortable." She whispered as she
began placing pillows around him. He gave a small chuckle. "It's no problem my dear. Watch." He smiled as his horn began to glow faintly, A small whirlwind formed in front of him as a cloud began to take shape. It was relatively thin but just big enough to hold him. Fluttershy's eyes widened at the feat of magic.

"Oh...........my." She said shyly looking at the small cloud.

Midnight climbed onto it laying down. His head lay on the thicker part of the cloud as he looked at Fluttershy. She gave a smile hiding behind her mane.

"Would you care to join me?" He smiled causing her to blush furiously.

"Oh..... no...... I don't want to be any trouble." She said tracing circles with her forehoof.

"Its no trouble at all, but if your uncomfortable about me asking you I'll understand." He gave a slight chuckle looking away.

"Oh no its not that. It's just that there isn't much room." She piped up a little looking at the small amount of space on the cloud. Midnight gave a smile using his left wing he gently pressed the cloud out further making just enough room for Fluttershy.

She blushed brighter than any pony he had ever seen her blush. She started to get onto the cloud but stopped for a moment.

"Oh we need a cover." She said as she started toward the stairs.

"No need Shy." He smiled again raising his wing that had pushed the cloud.

"But what about the girls?" She asked looking at them.

"My mane is naturally warm and doesn't eat oxygen. It's like a living blanket. Now quit fussing and come on to bed." He gave her a wink making her look to the floor as she trotted silently back to the open spot next to Midnight. She jumped onto the cloud laying down. Midnight placed his wing over her gently pulling her near him. His body heat quickly putting her to sleep. The night went on as he too, soon fell asleep.

21. Polygamy and sinister plans

Morning broke across the sky with pleasant weather. It was mildly cloudy out as Pegasi were placing clouds in specific spots across the sky. Midnight awoke to a series of pats on his nose. He gave a small yawn as he opened his eyes to see a little white bunny sitting on an end table in front of him. his little arms cross and a disgruntled expression across his face.

"Hey little guy, morning." Midnight yawned again stretching his wings out.

Angel noticed Fluttershy as soon as Midnight lifted his wing from over her while stretching. The little bunny looked from Fluttershy back to Midnight with an angry expression. He stamped his foot repeatidly giving a huff. Midnight raised an eyebrow but didn't pay the little bunny any mind. Midnight turned his head to Fluttershy giving her a gentle nudge.

"Hey there Shy. Time to wake up." He nosed her cheek gently. She gave a tired yawn coming to. Her eyes slowly opening as she took in her surroundings.

"Hmmm?" she looked to Midnight her eyes fluttering open wide as she remembered last night. A blush crossed her face as she moved from the cloud onto the floor making her way silently into the kitchen to start breakfast, Angel bunny hot
on her hooves.

Midnight gave another yawn Turning his head to the three fillies on his back. "Time to wake up girls." He smiled seeing them stir a little.

"Mmmmmmm 5 more minutes." Scootaloo said stretching out.

"Yea." Sweetiebelle groaned burying her face into Midnights wing.

"*yawn* Ok. Thanks for letting me sleep in Big Mac." Applebloom yawned a little rubbing her eyes. Once she opened them she saw Midnight smiling at her.

"Huh? Oh that's right. We stayed at Fluttershy's last night." She smiled at Midnight then hopped down from his side straight through the cloud landing on the floor. Midnight stretched again pressing his hooves through the cloud to the floor below making the cloud dissipate quickly as he took a few steps behind Applebloom.

"Fluttershy sounds like shes making breakfast. You girls can stay if you'd like but I really need to get going. I have a lot of things I need to do today."

Midnight smiled levitating the other two fillies from his back and placing them onto the couch.

"Thanks Uncle Midnight, we'll stay'round here for a bit, we still need'tah try that zookeeping thingy to get our cutiemarks." Applebloom smiled.

Midnight smiled back as he rounded the corner into the kitchen seeing Fluttershy preparing a small breakfast for the fillies and herself. She had overheard Midnight saying he needed to go so prepared a smaller breakfast.

"I'll try to come by more often to say hello Fluttershy. It has been fun but I need to go. Thank you for inviting us to stay last night." He smiled causing her to smile happily to him.

"Oh..... it was no trouble at all. It was very nice to sleep on a cloud for the first time in a while. That was the best nights sleep I've had in ages. Please do come back again." She smiled but lowered her gaze to the stubborn bunny smacking at her hoof with his little foot to get some food.

Midnight gave a chuckle as her turned heading to the front door. He watched as Applebloom shook the sleeping fillies awake as he exited. Applebloom giving a giggle at them as she was used to getting up early to help on the farm with her sister and brother.

Upon exiting Fluttershy's home he was greeted with a cold wind that sent a shiver down his spine, his firey mane brightened at the sudden shock.He gazed, around looking at many of the trees, the colors were beginning to change on the leaves, It was getting later on in the year and closer to winter. The air was relatively silent as it swept through the land. Many animals and insects were getting ready for winter as the time was coming to fruition. It would only be a couple months before the snows started to cover the land leaving a bright white blanket behind. Midnight took in a deep breath feeling the cold air fill his lungs. He released it quickly shooting flames from his nostrils making his blood flow. Opening his wings he shot
off into the air like a bullet over the Everfree forest, quickly gaining altitude.

He looked around seeing little cloud cover. He banked slowly turning back to Ponyville. After a few minutes he
arrived in town, landing next to Rarity's boutique. He unlocked the door making his way inside. Using magic to muffle his hoofsteps he made his way upstairs climbing into bed with Rarity. She shuffled slightly as he found a comfortable
spot then closed his eyes.

After a couple hours he awoke to the smell of breakfast, He looked over to the clock seeing that it was roughly ten am. Looking to his side he noticed he was alone in bed. Climbing out of bed he made his way downstairs stiffing a yawn as he came into the kitchen. Sweetiebelle was sitting there drinking a small juice box, She smiled to midnight giving a little wave. He smiled back then looking to Rarity who was cooking. He trotted quietly over to her from behind giving her a gentle nuzzle as she stepped away from what she was cooking. She gave a startled yelp looking to Midnight then giving him a quick kiss.

"EEEEEWWWWWW!" Sweetiebelle groaned watching the two making them laugh. Midnight gave Rarity a wink nodding to Sweetiebelle as they walked over to her from behind.

"Don't worry Sweetiebelle." Midnight began.

"We love you to." Rarity finished as they both pressed their lips to either of Sweetiebelles cheeks causing her to try and get away.

"EEEEEWWWW EW EW EW!" Sweetiebelle shouted trying to get away but coundn't.

Midnight and Rarity pulled back watching Sweetiebelle rub her cheeks and sticking her tongue out at them. They gave a chuckle as did Sweetiebelle.

"What's on the agenda for today love?" Midnight smiled taking a seat opposite of his niece at the table.

"Oh I don't really have anything planned for today darling. If you would like to though, we could go to the spa. I'm sure Aloe and Lotus would LOVE to give one of their specials." Rarity winked causing Midnight to face hoof.

"But you know, when Twilight and I were there last they did seem a bit nervous from learning that you are now an Alicorn." Rarity giggled as she finished cooking and made a few plates for each of them.

"So they were nervous huh? That could be fun to take advantage of." Midnight gave a big grin thinking of a few ways to torment the spa ponies. Sweetiebelle wasn't paying much attention to the conversation, finishing up her second breakfast and heading out to play with her friends.

"You know darling, I do love you, but if you wanted to have some fun with others I wouldn't really mind." Rarity smiled causing Midnight to choke on his drink.

"W-what? Are you serious?" he sputtered.

"Why of course darling. I'm not sure if you have noticed but the male population in Equestria isn't very large at all. Most males have a special somepony in their lives while few take it upon themselves to have many. It's not a surprising practice, albeit unusual. However finding mares that are not offended with sharing their male with other mares is the hard part. Just as long as you remember to come home to me then I wont argue with you." Rarity smiled giving him a loving kiss on the nose.

Midnight sat there stunned thinking over the possibilities in his head. He sat there for almost 10 minutes just going over the ideas before Rarity kissed his cheek waking him from his daze.

"Is it surprising that I would give you permission darling?" She asked cocking her head to the side slightly.

"Well................. kind of. You see, In my world it is usually against the law to practice polygamy. Very few countries practice or even allow it. Other countries ban it and make laws against it. So when you say your not against the idea of me going out and finding another pony to be an addition to our family, it does kind of surprise me."

Rarity smiled at him. "So does that mean you'll go to the spa with me?" Rarity cooed rubbing up to him giving his ear a little nibble.

Midnight laughed. "If it means I can get back at those twins, then yes. I'm all for it."

They both let out a laugh giving each other a sinister smile.

22. Paying back the Twins?

Rarity and Midnight were making their way to the spa, it was just before lunch so there wouldn't be a lot of ponies at the spa. Midnight looked to Rarity as they walked from the boutique.

"So I have to ask again, anything goes right?" Midnight gave her a nervous look.

"But of course darling. I have had a few relationships in the past that had gone the same way, the only bad part of it was that the stallion was rather........... abusive at times. But I'd rather not discuss the past, let us talk about how you intend on playing along with our little plan." Rarity smirked causing Midnight to blush slightly.

"I don't know hun, although it sounds fun, I dare to think about what those two will do in return. Do you think they will play along, be more forceful, or be submissive? Either way I like the idea."

"Well I'm not sure, they will most likely be timid at first but once they know you'd be happy with the special, I think they would go all out. Especially since your now a hunky Alicorn." Rarity giggle nuzzling against his side lovingly.

"Welp. We will soon find out." Midnight laughed nervously as they arrived at the spa. Rarity walked in first.

"Aloe! Lotus! Darlings. The usual please for my guest and me." Rarity announced smiling to them. They both smiled which turned to shock as Midnight walked into he spa right behind Rarity. They visibly trembled. They looked to Rarity for a moment.

"Rarity" Aloe began. "May we speak to you privately for a moment?" Lotus finished.

"But of course." Rarity smiled following them into the back room.

After several uncomfortable minutes up front, Midnight was rejoined by the three mares that were there previously. Rarity nodded to Midnight who followed her into the steam room just down the hall and through a door. He had to shrink himself slightly to gain access to the steam room. Rarity and Midnight found a spot next to each other in the back corner of the room alone.

Rarity kept quiet during the entire steam session. Midnight was growing increasingly nervous waiting on the massage session. His mind kept racing wondering what was going to happen, if anything. The buzzer went off after a short time sounding off that the steam session had ended. They made way to the showers quickly rinsing off and heading into the
mud and seaweed wrap area. Aloe and Lotus were waiting with a smile on each of there faces. Those smiles temporarily dropped but came right back as they saw Midnight enter the room. After a couple minutes of wrapping Rarity they slowly
made way to Midnight, He only smiled at them as they nervously began to wrap him in seaweed. They started with his front torso and neck, slowly wrapping his wings separately then his stomach and finally flank area. He looked back seeing there astonishment at his cutiemark. That's what he though they were looking at anyway. He whipped his fire tail at them causing them to back peddle slightly gasping. Lotus fell into the mud bath next to him. She came up gasping for air covered in mud. She blinked away the mud looking up at midnight who was laughing loudly. She went outside of the room as Aloe stayed behind for a moment cleaning up the muddy hoof prints she had left. Midnight sank slowly into the mud bath resting back against the wall like he had done before. Unfolding his wings and letting them literally be held in place inside the mud. Soon the timer went off and they had to leave the mud baths heading into the shower area to rinse it all off.

After a short break in the shower area Rarity was cleaned first and went on to the massage area. Midnight took extra time to clean all the mud out of his feathers.

"Dang this is going to take forever." He thought to himself as he rinsed a wing and then the other. It took nearly 30 minutes to get all of the mud off of him and his wings. He made his way quickly to the massage area, As he entered he noticed Rarity wasn't on her table getting massaged. All three of the girls were lined up next to a large table.

He stopped for a moment looking at them with a a raised brow. All three grinned widely at him. He chuckled for a moment realizing what was going on.

He looked at Rarity as he climbed onto the table laying down on his stomach. "You set me up didn't you?" He smirked at Rarity.

"Muah? Never!" She giggled coming up to his head giving him a loving kiss. He smiled for a moment until he felt some straps holding him down. He gave a quick gasp as he felt another strap wrapping around his mid section holding his wings to his frame. He looked back for a moment seeing that Aloe and lotus were quickly strapping him down. He grinned at them.

"Having fun ladies?" He laughed.

They pulled a hoof up to there mouths giving a giggle each. Midnight smiled turning his head forward again to see Rarity's rear pressed close to his face, her tail slightly raised to one side.

"Ah so I was right then." Midnight grinned causing the girls to stop for a moment. "You two like to be the dominant type." He heard hoof steps as Aloe came up to the side of his head.

"You are correct my dear." She said placing a strap to hold his head in place. "And my sister likes to punish bad ponies who try to get back at us." She giggled rubbing her hooves together evilly. Midnight knew what was about to happen and was about to speak when a loud crack filled the room. Midnight flinched hard as a sweltering pain surrounded his cutiemark.

"HNNNNGGGGH! SON OF A *CRACK* DAMMIT!" He shouted as another crack hit his flank. He let out a loud snort looking to the side as best as he could. Lotus trotted up to his head giving a giggle.

"Such a naughty stallion you are, causing me to fall into that mud bath. You need to be punished more thoroughly." She cackled standing up onto the side of the table next to his head. She reached

down gently biting his ear then tugging at it hard causing him to groan in pain. She stopped for a moment also doing it to the other ear. He let out another snort just as another crack sounded across the room. He let out a growl looking to Lotus. At that moment Rarity pressed her wet plot to Midnights muzzle. Although surprised he couldn't help but take in how good Rarity smelt. He let his tongue press out and into her folds. She gave a startled gasp at the sudden intrusion, Her tail hiking higher as she pressed back more.

Lotus came up to Rarity's side whispering in her ear. Rarity shook her head as they both smiled back to Midnight. He stopped for a moment to make a comment but didn't get it out as Rarity pushed back to him again.

"No talking, or the pony will be punished harder!" Rarity cackled putting emphasis on the word harder. At that the riding crop being used to smack Midnight flank smacked even harder causing him to cry out. He let out a sigh after the yelp.

"This is starting to feel good." He thought to himself. He continued his onslaught against Rarity mound causing
her to give little whimpers of pleasure, She bit her bottom lip to stifle some of the sounds looking back and watching Lotus climb up onto the table straddling his head just behind his ears leaning forward toward his horn.

Such a good boy, not making any sounds. I think you deserve a reward." Lotus smiled leaning down to about half way down his horn.

"Reward?" He thought to himself. "What kind of reward could sheeeeeEEEEEEEEEEEEEEEEE!?" He began but tensed up, his entire body seizing as Lotus licked the length of his horn in one quick slurp. He went completely limp letting out a very contented moan his eyes rolling back into his head. Rarity turned around giving him a kiss then speaking.

"My goodness, such a sensitive horn you have darling." She cooed nodding to Lotus who gave another longer yet slow slurp causing him to tense up again.

*CRACK*

Aloe couldn't help herself and walloped Midnights flank hard with the riding crop.

Midnight went limp again as the pain and pleasure mixed, he twitched slightly a wide smile across his face. Lotus nodded to Aloe who pressed a button on the side of the massage table which in turn slid a middle section away from Midnights groin area, the sides still slightly held up but at an angle. His legs fell free to the floor as did his member which was now at full attention.

"OH my goodness!?" Aloe stated bringing a hoof up to her mouth as her eyes latched onto Midnights member. Rarity smiled trotting up to her.

"Its even better than you think." She whispered into her ear giving it a nibble as she pulled away. Aloe shivered in delight moving below Midnight and laying down onto a smaller table below him.

Lotus peaked around seeing the giant member giving an audible gasp. Her gaze met Rarity's with a smile. Rarity gave a chuckle moving back to the front of Midnight. She turned pressing her plot into his face again which he eagerly began to lick and tease causing her to moan out. Lotus was beginning to get rather wet now straddling Midnight's mane. She jumped off the table much to his dismay, then placing herself into a parachute harness latching it tight and using a small switch pallet attached to it to pull her into the air. She moved herself over top of Midnight's head gently lower herself onto his horn.

At that same moment Aloe pressed his member into his entrance while Rarity pressed her plot harder to his lips. There were so many sensations going on at once that he was loosing control. His mind kept screaming at him to cum but all he could do was lay there helpless as the three mares continued there assault. Rarity moaned out as she finally came sending her honey out and onto his muzzle. He panted taking in her scent. Aloe and lotus continued. Aloe fucking his member while Lotus fucked his horn. Rarity moved up to his horn watching Lotus riding it. She gave a grin as she began to lick the base.

Midnight moaned out as he was now close to release. Aloe moaned out as she finally came, Making Midnight cum into her tight plot. He tensed up for a moment but started to tense up even more as he felt a pressure build up quickly in his horn. His eyes went wide as a fire raged in them. He yelled out as his horn glowed brightly. Lotus screamed out throwing her
head back as she came, clamping down onto his horn.

Light could be seen in her belly as the magic grew in intensity. After a moment passed Midnight went limp panting heavily, his eyes closed. The straps were quickly removed as the three mares began to clean themselves up. Midnight lay there completely spent.

Midnight and Rarity left the spa quietly, both with a smile on there face. Aloe and Lotus gave a contented sigh as they closed the shop for the day to bask in there afterglow of having just fucked the only male Alicorn alive.

"So did you like my little surprise darling?" Rarity cooed nuzzling Midnight as he walked.

"Heh, had I known you would be into having more than one partner at a time, I might have asked you the first time we made love." He laughed causing her to blush.

"I'm not really into that sort of thing, however the twins are long time friends and we have shared stallions before, They are really the only friends I can think of who may not be offended at the idea. Then again I never really got the nerve up to ask any other pony about doing that." She said looking puzzled with herself.

"Maybe you should ask your best friends if they have any feelings for me? I know Twilight feels something but she is just to afraid to say anything. RD might ever since we raced to Cloudsdale to take care of that storm. AJ has been acting a little funny as well since I saved her sister. Fluttershy is a complete mystery though, she is waaaaay to shy for her own good. She is extremely hard to read." Midnight groaned thinking of the whole wolf incident again.

"Don't you worry about Fluttershy darling, I'm her best friend, I can get her to talk the next time we go to the spa. I'm practically the only pony she opens up to." Rarity smiled teasing Midnight.

"Talk to the rest as well, I'd like to find out if they do feel anything." He gave a smirk.

"Why do you want to know so badly? Am I not enough for you?" Rarity gave a pout

"NO! YES! I-i i i i...." He was put silent by a hoof to his mouth. Rarity began laughing at him. "I'm only joking darling, please don't get so flustered over such a silly question. Your reaction is pretty much the same as my previous stallion friends. It's no surprise." She laughed.

Midnight smiled as she moved her hoof away, leaning down and giving her a kiss on the lips. She blushed lightly as they kept walking. They made way to the boutique for a pleasant nights rest.

23. Cloudy Skies, and down home cooking

Authors Note: More Naughty fun here, but its short and can be passed over without really interrupting the story. Hope you guys like this chapter.

Twilight was sitting at her desk, scrolls and books scattered around her. She was trying to find the source of why Charles had turned into an Alicorn but came to no conclusion. She had spent almost an entire month now trying to find out the cause of why an Alicorn was chosen but just couldn't find the information. She fell back onto a large pillow behind
her giving a frustrated groan. She pulled her hooves up to her eyes rubbing them to try and wake herself up. Upon removing her hooves she glanced to the clock for a moment, doing a double take as her eye's went wide looking at the
time.

"Oh my. I cant believe what time it is!" She looked at the clock as the hour hand hit 3 am. The minute hand just past the 3. She gave another groan as she got up and quietly made her way to her bed upstairs. She glanced over to Spike who was curled up into a tiny green and purple ball in his basket. She smiled using her magic to gently place a cover over him, pulling herself into bed and under the covers. She turned over looking out the window into the night sky.

"I hope nothing goes wrong with that spell...." She spoke silently as her eyes became to heavy to keep open. Sleep taking her quickly.

Rainbow Dash was awake early for once to clear the skies. The weather reports called for clear skies and RD was promised off the next two days if she could get up early and clear them. Not being one to miss an opportunity to have a couple extra vacation days she forced herself to get up early.

"Ugh! I hate morning's. But this will be worth the missed sleep if can have a four day weekend." She giggled to herself as she thought of what she had in store for those few days.

"I just hope everything goes alright." She said as she bucked another cloud quickly moving to the next one. As she was flying to the next cloud she noticed a dark spot in the distance. She made way to the next cloud bucking it into oblivion as she kept an eye on the dark spot. It was slowly getting bigger. She took the opportunity to hide behind a cloud that she was getting ready to buck so she could keep an eye on it. After a minute the said spot came into view.

"Midnight!" She squealed happily as she watched him fly by, roughly fifty feet below her. She grabbed the cloud with her legs, using her wings to propel her and it forward silently following Midnight.

"I wonder what he's doing up this early? The sun isn't even up yet." She thought to herself. She quickly stopped as Midnight landed on a cloud higher up above the cloud line. He quickly laid down, his vision on the horizon. RD gave him a curious look as she moved closer ever so slowly.

"What'cha doing up here this early Midnight?" RD shouted causing him to scream out like a little filly. His head shot around as he saw a blue pegasus with a rainbow main fall laughing from her cloud. He looked over the edge of his cloud just as she zoomed up to him. He gave her a disgruntled look causing her to brush the back of her neck with a hoof.

"Uh.... sorry about that. You just looked so out of it. What are you doing up at this hour and up here anyway?" She asked landing beside him and laying down facing the same direction.

He smiled looking forward as he spoke. "Watch the horizon." Is all he said. RD looked to the horizon just as the sun was cresting it. The clouds in the distance shown a beautiful hue of oranges and reds. The sky turned slowly from the dark night into the blue sky she loved to soar through.

"Woooooooow." Is all that escaped RD's mouth as she lay there, her mouth slack as she watched the sunrise.

Midnight looked down to her with a smile giving her a quick nudge with his nose causing her to fall over onto the cloud.

"H-hey!" Was all the was heard as her legs thrashed wildly. Midnight laughed watching her. He sat there for a couple minutes watching her flail until she stopped.

"Uh....... Rainbow? Are you *snicker* stuck?" He asked beginning to laugh again.

RD gave a loud sigh. "Yes, now can you please help me since you caused this?" She groaned waving her legs about.

Midnight gave an evil chuckle causing RD to tense up. She had never heard him laugh like that before.

"Oh really now? You are truly stuck?" He snickered.

"YES! Now will you please help me out of this stupid cloud?" RD groaned again. She listened for a moment as she could tell Midnight was moving. She waved her hoof about attempting to grab onto his. She gasped out loudly and began laughing as Midnight started to raspberry her belly.

She screamed out begging him to stop between laughs. The onslaught carried on for a good two minutes before he finally stopped and pulled her from the cloud.

After she regained her breathe she looked up to Midnight who was grinning ear to ear. She smirked then quickly bucked the cloud they were sitting on. It disappeared quickly sending Midnight toward the ground. He screamed out surprised as he fell, causing RD to chuckle. He quickly regained his bearings flying back up to her with a raised brow. RD grinned at him.

"Paybacks a bitch ain't it?" She laughed flying circles around him.

Midnight couldn't help but laugh. "So what are you doing up so early? I thought Ms. Dash slept in all day." He gave a friendly wink.

"Bah! I had to get up early to take care of all these clouds. If I do that, then I can have a four day weekend all to myself to do what I please." RD smirked.

"Sounds good to me. How many clouds you got to take care of?"

RD looked for a moment then groaned seeing all the clouds she had to take care of. "Darn it!. This is going to take all day."

Midnight gave a chuckle watching her reaction after finding the answer.

"Yep, this officially sucks. I'm going to have to get rid of every cloud within a 20 mile span. By the time I'm done I'm going to be so tired I wont enjoy but maybe a three day weekend." She groaned rubbing her temples trying to think of a faster way to do the work.

"Well I could help you RD. I didn't have any plans for the day. We could hang out for a bit if you want my help."

"That would be awesome. I bet you could get rid of all of the clouds in tens seconds flat with your magic." RD smiled widely.

Midnight laughed inwardly for a moment thinking to himself. 'I think ill have a little fun with Rainbow Dash.' "I don't know RD. This is your job after all.

Maybe I should just supervise." He gave a little smirk.

"Seriously?! your not going to help me out?! Come on, PLEASE!" She begged pouting her lower lip.

Midnight rubbed his chin with a hoof looking at the scenery. There were tons of clouds all around. He continued looking, not giving an answer as if contemplating RD's question. RD was flying in circles groaning. Finally speaking up again.

"PLEEEEEEEASE! I'll do anything!"

Midnight gave her a devious grin. "Anything huh?"

RD mentally kicked herself for saying that, looking at Midnights expression. "UGH! Yes anything!" She slumped, defeated.

Without further word Midnight faced away from her, his horn glowing. A magical aura enveloped his wings as he landed onto a small cloud. With his wings still spread wide he gave a mighty flap pushing himself and the cloud back several feet. Rainbow watched as all of the clouds in front of Midnight suddenly began to explode in the air. Her jaw dropped as she continued watching, after five more flaps every cloud within twenty miles was gone. The only one left was the one Midnight was standing on. She landed next to him on the cloud looking up to him.

"You are so overpowered it isn't even funny." RD laughed shaking her head in disbelief.

"Just another perk I have." He laughed taking a nosedive off of the cloud he was standing on. RD made quick work of the cloud as she dove through it after Midnight.

After catching up to him and leveling out they began to fly over the Everfree forest.

"So what did you have planned for the next four days RD?" Midnight asked.

"Nothing really. I was just going to try out some tricks and maybe read a new Daring Do book. Maybe take a few naps." She laughed.

Midnight flapped a little harder moving away from RD, causing her to smirk at him. He looked back giving her a wink.

"Come on slow poke." He yelled gaining more speed.

"Oh he did NOT just call me slow poke!" She growled giving an evil smirk. She flapped harder and harder as she caught up with him. He looked back turning over onto his back as he began to fly upside down. He gave her another wink moving a little faster. Rainbow gawked seeing how quickly his skills at flying had improved. She pulled up next to him as she spoke over the wind.

"How did you get so good so quick? And how in the hay can you fly upside down at this speed. Even I have a hard time doing that."

Midnight laughed as he spoke. "Well I learn very quickly, especially now since I can wield magic and fly. If I can try it once I can do it within a few attempts."

"That's just crazy. So how fast have you flown? Ever get past mach two" She smirked at him already knowing the answer.

"Nope, but I can hit mach ten if I want." He gave her an evil grin knowing that would eat her up.

"That's a bunch of Bull! Nothing can go that fast, not even me!" RD snapped.

"Well if you'd like to take a seat, I can give you a ride around the world in ten seconds flat." He laughed using her line. RD was now visibly fuming, She landed onto Midnights back wrapping her arms around his neck and talking into his ear.

"Alright mister speed demon. If you can reach mach ten I will personally be your slave for the day." She laughed knowing there was no way he could pull it off.

Midnight laughed loudly shaking the air around them. "You might just regret that bet sweetheart." He said as he flapped his wings hard a few times to gain tremendous speed. Within a minute they had broken the sound barrier. Another minute and they hit mach two. RD's heart was racing as she watched the world zip by faster and faster. A blue aura enveloped them as Midnights horn began to glow.

"Whats the big deal?" RD asked looking around them.

"Well if I went any faster than this you may not survive because the wind would rip you apart. This shield reduces the friction from the air to nothing but it still creates a little drag so I can break the sound barrier."

"That's cheating!" RD said giving him a hurt look.

"Nope, perfectly fair. You didn't give me any conditions as to how I could break mach 10." Midnight laughed. Rainbow suddenly felt a lump in her throat, she knew she was going to loose the bet.

"After a few more minutes Midnight had finally reached mach ten and had flown around the entire world. RD was grinding into Midnights back at how fast everything was moving around them. She had never gone this fast in her life. She didn't realize it until after she was already wet but riding the Alicorn at mach 10 was the ultimate turn on for her.

Midnight blushed as he felt RD grinding on his back. A small wet spot at the center of it. RD leaned up to his ear talking into it over the sound.

"I-i cant stand it anymore. This speed. The rush. It's making me so hot I can't stand it." She moaned pulling away from his ear giving it a rough bite.

Midnight, although a little eager at this point, was astounded at Rainbows forwardness. He started to slow down but stopped his deceleration when RD came back up to his ear screaming into it.

"NO! Don't slow down! Go faster! Fly upside down and I'll do the rest." she bite his ear hard making him growl, he gave a wicked grin turning over and flying on his back as RD climbed around him onto his stomach.

Rainbow now on Midnights stomach went wide eyed at the sight before her.

"That has got to be the biggest dick I have ever seen." Rainbow thought to herself as she moved further down giving the head a lick. She felt Midnight loose some altitude, giving a shudder of pleasure from what she had just done. She grinned turning around looking up to his face. Midnight looked down to her giving a smirk. RD slowly rubbed the head of his member against her wet plot. Both giving a pleased shudder. She gently bit midnights chest as he flapped harder increasing their speed. Everything seemed to be a blur as the speed increased. RD gave a smirk pressing down hard and screaming out in pleasure as she forced ever inch of Midnights member into her. Midnight's wings suddenly locked up at the sudden sensation but quickly regained himself as he climbed back into the sky.

"Oh Celestia!" She moaned pulling up and slamming herself back down onto his cock. "Your....... so............. huge!" She cried out at each slam.

RD was in pure ecstasy. The wind ripping by at untold speed, the world a complete blur as it moved by. It was a sensory overload to her. After only a few minutes she screamed out, her plot finally hitting its peak as she came harder than she had ever done before. It continued for well over a minute until her eyes glazed over. Midnight felt her coming and looked down watching her O face.

After she opened her eyes revealing the glaziness. Midnight took hold of her with his magic as she went limp. He began to slow down, looking around to locate were he was at in the world. After a few minutes he noticed Canterlot in the distance and began heading toward Ponyville as it was a short distance from there.

Midnight landed just outside Ponyville, setting Rainbow gently onto the grass, he plopped down right next to her. She lay there with a smile across her face as a light snore escaped her lips.

"That poor girl must have been pent up." Midnight laughed.

About an hour had passed when Rainbow finally began to stir. She awoke with a yawn turning onto her other side she groggily opened her eyes seeing Midnight laying at her side.

"Heh, what happened?" she asked catching Midnights attention.

Midnight's head snapped to her hearing her speak. He gave a smile as he spoke. "Well it appears that you passed out from what I'm guessing was an earth shattering orgasm. Didn't know I was that good." He laughed.

Rainbow stood up smirking at him. "Your not, it was the speed that got me off." She laughed spreading her wings.

"Ouch, not cool Dash." He cringed at the remark.

"Well, that was fun, but I'd better get back home. Got some stuff to do." She smiled getting ready to launch herself into the air.

"Oh really, slave?" Midnight chuckled causing RD to freeze before launching herself into the air.

"Ah come on! I didn't think you would really make me be your slave." She groaned falling to her haunches and crossing her forelegs in defeat. A disgruntled expression across her face.

Midnight laughed seeing RD's expression. "Nah, I'll let you off the hook for now. I might have my fun with you later though."

RD's face burned bright red. She gave a wink then took off into the sky.

Midnight watched as she took off toward her cloud home, a bright rainbow streak in her wake. Midnight lay there for a few minutes trying to think of what to do. He hadn't been through town all the much nor to a few of his friends homes.

"Maybe I should go see AJ. I haven't been to the farm since rescuing Applebloom." He thought quietly as he stood up spreading his wings and taking flight.

After a short flight her arrived at Sweert Apple Acres to see AJ and Big Mac pulling the last few boards from the fallen barn that had almost taken Appleblooms life. He landed a few yards from AJ who came up to meet him.

"Well howdy Midnight, What brings you here?" AJ smiled pulling her stetson from her head and using it as a makeshift fan to blow cool air on herself.

"Not much really. Just thought I'd fly around a bit and see what my friends are up to." He smiled.

"Well ya ain't gunna see much here, We just finished tearing apart this here barn and were gunna make some fence posts from'em. Got tah put up some new fencing around the farm. Big mac and I are gunna be building a new barn within the next week if we can get these boards fixed in time." She smiled wiping her brow and then pointing to the huge pile of lumber that was previously the barn.

"If ya need some help, I'd be happy to assist. I don't have any plans for today." Midnight smiled.

AJ stood there for a moment rubbing her chin with a hoof, contemplating on accepting Midnights help. "Well, Ah guess it wouldn't hurt any, Sides with ya being an Alicorn Id think you could build the barn purty quick." She smirked.

Midnight smiled walking over to the boards that had been piled up. Using his magic he quickly sorted them by length and pulled the nails from them within only a few seconds. He placed them onto the ground side by side with the nails placed into a large bucket. AJ's mouth gaped at the sight.

"Boy, howdy. That right there would have taken us at least the entire day Night." AJ beamed.

"So you need these boards a certain length? Also do you have the blueprints for the new barn as well?" Midnight smiled.

"Hey Big Mac. Take five. Me and Midnight got this here covered." AJ nodded to Big Mac.

"Eeyup."

AJ turned back around to Midnight smiling. She pulled out a piece of paper from her saddlebag giving it to him. "These are the instructions for the fence.

"How do ya plan on cutting them boards though? We only got a couple saw's and they ain't to sharp." she said giving a sigh looking to the rusted saws.

Midnight looked over the instructions and began placing the board in stacks. "Like this." He smirked as his horn glowed brightly. A giant transparent sword manifested above the two ponies. AJ looked on in amazement as the sword swung downward hitting the boards all at once. It disappeared quickly into the air . Midnight pulled the short leftovers from the boards placing them to the side.

He looked at all of the boards that had been freshly cut giving a smile. He looked back to AJ who sat on her haunches amazed at what she had just seen.

Midnight walked over to her placing a hoof under her chin as she continued to stare at the lumber pile that had been perfectly cut. He closed her mouth giving a chuckle.

"Now how about that barn schematic AJ?" Midnight laughed.

AJ pulled herself from her daze reaching into her saddlebag again, pulling out the blueprints for the new barn. Midnight took the blueprints with his magic floating it up to his face, giving it a once over he smiled walking over to the new timber that had been purchased for the new barn. He placed the boards in the same manner as the others cutting them all into the exact sizes needed. He sat everything up quickly and was soon building the barn. Big Macintosh had come outside with a large pitcher of cider placing it onto a barrel as he watched Midnight work.

After ten minutes the barn had been completely built with the exception of paint. Midnight fell to his haunches giving a tired breath.

"Whew, that was fun." He laughed panting. AJ brought him a flagon of cider which he eagerly drank it down, giving a contented sigh as he emptied it.

He stretched his wings out, pulling them back in as he gave a shake.

"Night, ah don't know how ta thank ya for yer help. It woulda taken Big Mac an me a good month ta build that barn if you hadn't come along." She pulled her stetson to her chest giving a slight bow to her friend.

"Ah it was nothing AJ, Your a good friend and I love to help anywhere I can. So don't ever hesitate to ask me something if you ever need anything. No matter what it is." Midnight smiled

"And that goes to you to big guy." Midnight laughed ruffling Big Macs head mane.

"Eeyup, same goes for you too." Big mac smiled.

Midnight looked at his handy work, or hoofy work. It was around two in the afternoon and he could feel his stomach knotting up from the lack of breakfast. AJ and Big mac were talking just out of hearing distance from Midnight. After a minute AJ spoke up.

"Heya Night, Care to join us for an early supper?" She spoke as she walked up to him.

"Nah I'm good." He spoke just as his stomach growled loudly.

"Yer good huh?" AJ laughed.

"Well, I might be a little hungry." Midnight gave a embarrassed smile, His stomach growled again. He looked back at it with a furrowed brow and pouted lip, then back to AJ. "Ok, maybe a lot hungry."

AJ busted out laughing. Big Mac gave a hardy chuckle shaking his head as he led the way into the house.

Midnight had to shrink himself once again to fit inside the door to the farmhouse. He could hear noise from the kitchen as AJ and Big Mac entered.

"Heya AB, got supper cooking?" AJ asked her little sister as she stepped to her side pulling down a bowl she was reaching for from the shelf.

"Yea, ah just needed a mixing bowl to start on the pie crust." She smiled as AJ handed her the bowl. The little filly hopped down from her post moving back over to the stove were a few different pots and skillets were cooking the family's dinner. AJ and Big Mac aided her by setting the table, checking the food to make sure it wasn't overly cooked. Midnight took a seat in the living room taking in the smells of dinner wafting through the house. He closed his eyes as he singled out the smells.

"Mmmmmm, Green beans, corn, biscuits'n'gravy, Apple pie, caramel?" He thought to himself as the last one kind of threw him for a loop. "Caramel? OH! Caramel Apples!" He said as AJ walked into the living room.

"Yep, Caramel apples. The caramel is on the stove nice'n'hot there Night. ah'll turn it off about half way through dinner so it'll be nice'n'thick for the apples."
AJ smiled taking a seat next to Midnight on the couch. She lay back relaxing tossing her stetson to the side. He head rested back onto the couch as she stared into the ceiling.

Midnight thought more about the food being prepared which in turn made his stomach growl again. "Oh hush you, you'll get your food shortly." Midnight grumped at his stomach making AJ laugh.

"Ya know, I could snatch a biscuit for ya." AJ smirked

"Nah I'll survive, don't want to spoil my appetite for supper. It's been years since I've had a decent home cooked meal." Midnight smirk only causing AJ to gasp softly in disbelief.

"Yer kidding!? Well how in the hay have ya been feeding yerself then?" She asked cocking an eyebrow.

"Back in my home world, almost every town has a minimum of one fast food restaurant. I would usually just get a bite to eat from one of them then go to work. Get off work grab another bite then head home. I seldom cooked. Good thing some of the places I ate at had a buffet with lots of home cooked variety foods. So having an actual home cooked meal from someone I know was a very rare occurrence." Midnight shrugged sitting back into the sofa. He looked over to AJ who was in the process of crying while staring at him

"Wow AJ are you alright? I didn't say anything to upset youuuUUUUU!?" He asked just as AJ wrapped him in a hug surprising him. He stared nervously down at her unable to comprehend how he could have upset her.

"You poor thang. *sob* I'm so sorry you had to endure that. *sniff* Ya can come by anytime for dinner, no invitation required." AJ smiled hugging Midnight harder.

"AJ..... can't........breathe.........." He squeaked out causing her to recoil, letting her tight grip go. "*GASP* Thanks."

"Ahm serious though Night, anytime ya wanna come over for supper yer more than welcome to." She smiled as she stood up from the couch trotting back into the kitchen.

Midnight gave a contented smile. "Having a family like this must be wonderful. I wish I had a family like this one."

Dinner started after the food had been placed on the table. Everyone took a seat at the table and quickly dug in. The spread was huge, consisting of biscuits, gravy, broccoli, mashed potatoes, green beans, corn, corn on the cob, cornbread, a variety of fruit and uncooked vegetables, home made dumplings, and tons more. Midnight was surprised to see that all of the food could even fit on the table. Everypony sat in a vacant spot at the table which was set evenly apart so the food could be passed by hoof easily to each other. It was the perfect family setting.

24. Bonfire under the stars

Dinner passed rather quickly. Midnight volunteered to do the dishes, which was over in less than a minute due to his speed and magic. Afterwards he trotted outside to see a large bonfire going in the vacant field west of the house about 400 yards. He arrived to see many ponies sitting there relaxing. Some lay on blankets, while others stood, or sat on a log stump. He walked around the fire to see who all was there. Upon locating Rarity though he quickly found a seat next to her laying on the blanket next to her. She smiled giving him a kiss on the cheek.

"This is nice. I wonder what made AJ decide to make a bonfire." Midnight asked looking into the flames.

AJ had been walking around the pit hoofing out some long sticks and a bag of marsh mellows between several ponies. She arrived to Midnight and Rarity just as he finished his question.

"Hey Rarity, glad to see ya could make it. Night, we always do this bonfar once a month during the summer. Its just nice ta get out an relax with friends." AJ smile giving him a stick and bag of marshmellows.

"I remember doing this a few times when I was a kid, I think I've been to maybe 5 bonfires before back in my home world. It was a lot of fun every time I went, except for when one of my friends decided to throw a hand full of firecrackers into the pit." Midnight laughed remembering the incident. He had watched one of his friends toss them in while everyone else was oblivious. The boy who had thrown them in yelled TAKE COVER before diving behind a log. The other guys were longtime hardcore FPS gamers, as soon as they heard the explosions they all dived behind something leaving me and my friend laughing on the ground."

"What are firecrackers?" Rainbow Dash asked as she trotted over listening to Midnight, taking a seat next to him opposite of Rarity.

"They are little sticks filled with gun powder that explode when introduced to heat or flame." Midnight continued to explain.

"We have something similar here. They're called poppers." AJ added. "I think Twi knows a summoning spell to get some of'em."

Twilight looked away from her telescope for a moment as she heard her name. "Hmmm, what?" She asked.

"Do you know a summoning spell for objects Twi?" AJ asked as Twilight walked over to the group.

"I do, but summoning certain items can be dangerous, especially fireworks." Twi interjected.

"I don't know any summoning spells, can you teach me Twilight?" Midnight asked grinning widely.

Twilight smiled walking over in front of Midnight. "Sure. let me summon something easy though to show you how." Her horn began to glow as power coursed through it. After a moment a small black hole opened in front of Twilight. It shifted flat as a small rubber spider fell from the bottom of the hole.

Twilight's magic ceased causing the black hole to vanish. She looked up to Midnight who had been watching the whole casting who was now frozen in a position that looked as if he was trying to get away, a look of complete terror on his face, His mane now a bright yellow instead of its normal red/orange color.

"You ok sugarcube?" AJ asked walking closer to him and accidentally kicking the rubber spider toward him.

"SPIIIIIDEEERRRRRRRRRRRR!" Midnight screamed back peddling as his horn glowed brightly summoning a giant mallet that quickly smashed the spot the spider was on sending a quake through all of Sweet Apple Acres. Everypony jumped back and away from the mallet as it connected with the ground. Midnight panted hard seeing the mallet now splintered inside of the small crater it was in. Midnight sat there frozen for a moment until Rainbow dash spoke up.

"That was So AWESOME!" She squealed.

Rarity coughed from the dust that had been upturned from the mallets collision with the ground. "My word darling, why did you do that?"

"S-spiders are EVIL! They must all die!" Midnight spoke in a cold yet scared voice.

AJ looked at him laughing. "Heh, yer afraid of a lil ol spider."

A fit of laughter erupted from everyone around causing Midnight to blush, his mane turning back to a normal color.

"Yea, I'm afraid of them. Which means that I take any and all pranks personally regarding those abominations. In short I don't forgive anyone who has ever pulled a prank on me that happened to include a spider. Understood everyone?"

There was a short silence and some nods. Twilight though was looking at the ground, her ears laid back. She looked up to Midnight with tears starting to form in her eyes. Midnight was taken aback by this and started to ask her what was wrong but she took off giving a quiet sob. He sat there for a moment until it hit him.

"Oh no, she thought I meant her when I said that." He spoke as he stood up taking off after her without another word.

After a few minutes Midnight had caught up with her. She was pressing her back against a large rock looking up into the sky, the twinkling stars seemed like her only friend's now. Midnight quietly came up to her from behind the rock listening to her as she mumbled and sniffed away tears.

"Oh Celestia, What have I done? I've angered one of my closest friends." She sobbed, tears flowing gently down her face. Midnight was about to step around the rock to tell her that she didn't know about his arachnophobia but she spoke up again.

"I lost a friend, Over a stupid fucking spider!?" Malice dripped from her voice now as she spoke causing Midnight to hide behind the rock again, his vision never leaving Twilight's frame.

She began pacing quietly as her horn began to glow.Midnight could hear her snort ever so often as her hooves began to stomp into each step she took. After about ten pacing turns she stopped as her frame began to glow a white color. Her once purple mane now turning into fire much like Midnights. She gave a loud snort as she sat down, her vision falling back onto the sky as another tear fell from her now cold gaze into the heavens. Midnight was surprised by her sudden change and stepped out from behind the rock announcing himself.

"Twilight, I'm not....." He was cut off by Twilight who growled to him.

"WHAT?! Your not going to forgive me?! So what!?" She snorted taking a defensive stance her horn glowing again.

"What? NO! I was going to say that I'm not mad at you." He began causing Twilight to move slowly back to a regular stance, raising an eyebrow slightly confused.

" You didn't know I was afraid of spiders, I didn't mean that comment I said earlier directly to you. It was just a warning to RD and Pinkie because they tend to play pranks on me sometimes. I'm sorry if I hurt your feelings." Midnight spoke moving closer to her. Twilight back peddled slightly her once raging mane now a soft glimmer of flame as it slowly began to return to normal. Her coat turning back to the lavender it once was as well. She hung her head slightly but managed to look up to Midnight with tear stained eyes. Without a word she leapt forward hugging Midnight, giving a soft sob into his chest. He gave a heavy sigh holding her gently. Whispering quietly to her that everything was ok. A few minutes passed and they were now laying on their backs looking at the stars.

Twilight had gotten over her funk rather quickly and decided to tell Midnight about all the constellations. Although he knew a lot about astrology, he decided the best bet to please Twilight was to let her try and teach him something. After a few minutes he gave a yawn. Although he wasn't really paying much attention to Twilight he was still listening.

"Ahem!" Twilight snorted looking at Midnight who she had just caught in a yawn.

"Oh, um yes?" He asked giving a sheepish smile.

"Were you even listening to what I was telling you?"

"Yes." Midnight smiled

"Prove it, repeat what I said 3 minutes ago." She smirked thinking he wasn't paying attention. Twilight was now standing up staring Midnight down only a few inches from his face.

"You were telling me about how Celestia and Luna could move cosmic bodies with there Alicorn mmmMMMMM!" He was cut off as Twilight pressed her lips to his.

After a few seconds he went with it, kissing her back.

A minute went by as Twilight finally broke the kiss panting slightly. Midnight looked up to her dazed from the kiss. "W-what was that for?" He asked turning onto his side looking at her.

Twilight gave a deep blush turning around and walking away a few steps looking back over her shoulder. "That was for being a good student and listening to me. I have studied books all of my life and I feel that every time I tell someone something they don't know, they never really take it to heart or listen to what I have to say. Everypony I have ever said that to has never once been able to repeat what I said word for word, You are the first. And well........... It was kind of a turn on to finally meet someone who listened."

Midnight gave a chuckle. "Then should I repeat everything you have ever told me?"

Twilight gave a sly smile. "There is no way you could remember everything I have ever talked to you about."

"I don't know how to tell this to you Twi, but ever since I became an Alicorn, I have a photographic memory and can literally remember everything I have ever done or what anyone has ever told me." Midnight gave a sheepish smile.

Twilight dropped to her haunches looking a little dumbfounded. "So your telling me that no matter what I say you will remember it even if I'm not teaching you?" She gawked.

"Eeyup." Midnight laughed.

"That is beyond amazing! You could learn every spell in all of Equestria if you really wanted to." Her eyes sparkled thinking of the possibilities.

"That would be possible, But I doubt I would like it all that much." Midnight gave a heavy sigh.

Twilight looked at him cocking her head to the side at his comment.

"Ever read a good book but never remember it all only to go back and read it again to find it captivating?" He asked as his vision fell to the ground Twilight nodded.

"When I pick up a book I already know what I've read. It's never different or new to me if I read it more than once. Also I remember all the bad things that have happened in my life. That is haunting all of its own."

Twilight stood there for a moment in shock, she loved to read and reread books because she never truly remembered the entire story she had read before. Even after reading something a hundred times she would always find something extra in the pages that she hadn't recalled from the previous read.

"That's awful." she spoke as she walked over gently nuzzling him.

"Yea, I just wish I didn't have that ability. I would be so much happier to be a little dumb than to be forever smart." He gave a disheartened laugh as his gaze fell back onto the stars.

They both lay quietly there looking at the stars, Midnights fire mane and tail bringing a lovely light around them. Twilight gave a large yawn bringing a hoof to her mouth.

"It's getting late, maybe we should head back to the fire." She smiled up to Midnight who nodded back with a smile.

25. Pranks and Knowledge

They arrived back at the bonfire to see the Cutie Mark Crusaders asleep in a pile, mouths covered in chocolate, marshmellow, and graham cracker crumbs. Fluttershy asleep, leaning on Big Macintosh who wore a huge blush. Rarity, and AJ were were chatting it up, Pinkie, and RD, were talking about something that made them giggle as their eyes watched Midnight walking with Twilight at his side.

RD and Pinkie came up to the two with a smile.

"So where did you two run off two?" Pinkie smiled, while RD gave a questionable smirk crossing her arms as she floated in the air next to Pinkie.

"Just doing some star gazing." Midnight smiled while Twilight gave a nod.

"Wouldn't happen to be those stars would it?" Midnight followed RD's hoof as it pointed to Twilight's flank. Just noticing that her cutie mark did look like stars. He kept looking for a moment until Twilight used he magic to turn his head forward from her flank.

"HEY!" She laughed. Midnight placed a hoof over his face in embarrassment as RD and Pinkie laughed at his expense.

"You two never cease to find a way to pick on me do you?" He laughed brushing off the flank prank.

"Oh we have lots more pranks to pull on you Nighty whitey!" Pinkie laughed causing Twilight to facehoof.

"Lets keep it civil tonight you two, it's getting late and I'd like to get home and read a good book before going to sleep tonight."

RD grinned to Pinkie giving her a wink as her eyes rolled to Midnight and Twilight hinting for her to pay attention.

"Why not take Midnight with you, I'm sure he wouldn't mind a good 'buck' as well." She snickered causing Pinkie pie to snort as she attempted to hold in her laughter. Midnight chuckled as well.

Twilight looked at them for a moment before the word play kicked in causing her face to flush a bright red, a look of horror on her face.

The three cracked up laughing at Twilight's expense. Twilight looked around finding an empty bucket and quickly sticking it onto RD's head.

"HEY!" she shouted attempting to pull it off as she landed. "Look Pinkie! A pinata!" She shouted pointing towards RD's buckethead.

"OOOOO!" Pinkie shouted as she pulled a baseball bat out from thin and and walloped RD upside the head. *CLANG* RD screamed as bells rang in her ears.

"HEY! WHERE'S MY CANDY! *CLANG* Gimme your candy goodness Mr. Pinata! *CLANG*" Pinkie was now chasing RD around as she kept attempting to pull the bucket off of her head screaming for Pinkie to end her assault. By this time everyone was watching the spectacle and laughing so hard they were crying.

After a few minutes Twilight teleported the bucket from RD's head. Pinkie stopped the chase looking at RD with surprise giving her a gentle nudge with the end of the bat.

"Rainbow Dash? YOU were Mr. Pinata?" RD just moaned from the throbbing pain as she lay on the ground.

A short time passed as everyone had headed home. Midnight gave Rarity a kiss goodnight as he followed Twilight to the library. She had convinced him to read up on some new spells and try them out. They arrived within a few minutes of walking and had found a comfortable spot in the lower part of the library.

Twilight brought a cover out tossing it onto Midnight as she lay next to him also holding another spell book that she wanted him to read.

"This spell book has a lot of useful spells in it. There are some to give ponies wings, help earth ponies to walk on clouds, teleportation, conjuration, summoning, all kinds. Most of them are very difficult to do though." She smiled as she pulled open a page for teleportation. Midnight began reading the spells through the book, most of them had to have several elements or items available in order for the spell to work. He looked to also see that some of the spells he had done before that required items, he had done the spells before without the elements needed for them.

"Twilight, I don't mean to be rude or anything but some of these spells are wrong." Twilight gave him a puzzled look as he pointed to one of the spells.

"What do you mean?" She asked

"Well I've done this spell before and I've never had to use any of the items listed to do that spell." Twilight's eyes went wide at the comment.

"That's not possible! How did you do the spell then?" she asked shaking in delight.

"I just thought of what I wanted to happen and used my magic to do it. That's how I've done all of the spells I've cast since I learned how to do magic." He smiled nervously.

Twilight began to shake more violently causing Midnight to fear the worst, at least until she bowled him over in a tackle.

"OH MY GOSH! THAT IS AMAZING! The only other pony to ever do that was Starswirl the Bearded!" She screamed then kissed Midnight for the second time. He looked up at her in shock for a moment until she had realized what she had done. She gave a deep blush pulling off of Midnight and to his side.

"I'm so sorry. I shouldn't have gotten so carried away like that." She said looking away from him. Midnight gave a small chuckle causing Twilight to look at him.

"It's not a problem Twi, you just surprised me is all. Besides that thought *VORP* I just learned to teleport." He laughed as he vanished then reappeared behind Twilight.

Twilight looked in amazement. "It took me almost ten times to get the teleportation spell right before I came out of it unsinged." She grumbled glaring at the Alicorn.

"Lets read up on a few of those other spells." Midnight smiled moving back to her side pulling the cover back onto them and pulling open the book. Twilight gave a contented sigh as she read through the book.

"Oh that spell was really hard. I did that on Rarity once." She smiled looking to the 'give an earth pony wings for three days' spell. Midnight gazed over it for a moment then grinned at Twilight.

"How about we go for a flight session tomorrow?" Midnight smiled.

"Really?!" Twilight squealed happily.

"I think Rainbow dash would be shocked to see one of her friends flying next to her that normally couldn't."

"Its a date." Twilight smiled.

26. Naps and Wings

The next day Twilight woke early to find Spike and Midnight still asleep. She gave a yawn as she started her normal routine. Get up, make breakfast since Spike wasn't up to make it. Eat, Read a little. Then go about her plans for the day.

The smell of breakfast woke the sleeping baby dragon from his slumber. He groggily descended the stairs to see Midnight upside down and out cold on the floor with a wing sticking out to one side and his tongue lolling out as he snored.

"WOW! Dude that's creepy." He said as he went into the kitchen to sit down for breakfast.

A few minutes went by before Twilight came into the room nudging Midnight to wake him up. He grumbled loudly turning over to face Twilight, his eyes still shut.

"Come on sleepy head wake up." She giggled.

"Mmmmmmm, just five more minutes, *yawn/stretch/grab/snuggle*" Midnight yawned stretching out his legs and wrapping them around Twilight pulling her quickly to his chest and snuggling her, wrapping his wings around her. Twilight gave a startled yelp as she found herself now snuggled tightly into Midnights chest.

She blushed brightly as she wiggle a little to try and get free.

"This is nice." Midnight spoke quietly as he nuzzled Twilight gently, his eyes still closed and still half asleep.

"Come on now, it's time to get up." Twilight giggled as she poke Midnight with her horn. He gave a yelp waking up and vanishing from the room. Twilight fell over as he suddenly disappeared.

"What was that?" Spike yelled as he rushed into the room just to see a bright flash and Midnight reappear.

"Ok now THAT was embarassing." Midnight said as his mane and tail were a bright pink flame.

Twilight gave him a puzzled look. "Were did you teleport to?"

"Into the royal bath, Celestia was having a bubble bath and playing with a rubber ducky. She saw me, screamed, then I teleported back here."

Spike and Twilight fell over laughing, tears streaming from there eyes. After a minute Spike stopped as his cheeks puffed out sending out a belch of green smoke, a parchment falling to the ground. Twilight quickly pulled it to her with magic as she read it. She laughed as she tossed it to Midnight.

"Dear Twilight,

Did Midnight just teleport into my bath? I could have sworn it was him, but he vanished before I could properly tell, If it was please let him know to knock first next time please."

Midnight facehoofed as he wrote a reply.

"Dear Celestia,

"I am truly sorry for the sudden intrusion. I honestly teleported to you by mistake as I was awoke with a start. My apologies to you."

He tossed the parchment to Spike who quickly sent it to the princess.

"Ok, now that THAT is over with, let's go to the park Twi." Midnight smiled as he headed out the door, Twilight close behind. Spike groaned as he looked around the library where Midnight had slept. Books scattered all over the area.

"This....... is going to be a long day."

They arrived within a few minutes walk at the park. Many families were there playing or having a picnic. Midnight received a few stares from everyone, a few bowing to him. He gave a nervous smile and nod to those who bowed and kept walking.

The continued walking a short distance until they heard several sets of tiny hoofbeats getting louder. Twilight suddenly moved to in front of Midnight in a rush. Just as he looked back to where she had been at his side, he saw three little blurs tackle him to the ground.

"UNCLE, MIDNIGHT!" The CMC's yelled in unison. Midnight landed with a loud thud laughing at the three fillies.

"Girls! How are you doing?" He laughed hugging the three. Twilight giggled watching them.

"We're great Unc, Cheerilee brought the class to the park today." Applebloom beamed

"Yea. So we all get to have fun here today." Scootaloo added buzzing her little wings happily.

"Won't you come play with us?" Sweetiebelle asked.

"Awwww, I'd love to girls, but Twilight and I are trying out some new spells that I learned last night." Midnight said causing the three fillies to frown.

"Awwwwwww." They said in unison again shuffling there hooves sadly looking to the ground.

Twilight gave Midnight a little nudge causing him to look to her, She nodded to the group of children approaching with Cheerilee. He smiled back to her giving a wink.

"Well I guess a few minutes wouldn't hurt." He laughed causing the three fillies to tackle and hug him again.

They all walked up meeting Cheerilee and the other children half way. The three fillies quickly moving back to the school group.

"Good morning Cheeriliee. I hope the girl's haven't been giving you to much trouble lately." Midnight smiled raising an eyebrow to the CMC's.

Cheerilee gave a soft laugh. "No, no they are quite the hoof full but are very good while at school. Its when they have recess and are away from school that I worry about them." She smiled looking to the three.

"So your having a day out for the kids today are you? Isn't that a little stressful compared to being in class?" Midnight asked.

"Not really. All of the young ones are pretty well behaved and know what kind of punishment is given when they get caught doing something they shouldn't be doing." She smirked giving a raised brow to the class causing them to recoil slightly.

"Punishment?" Midnight gave a worried look.

"Oh its nothing really. Those who get in trouble often have to spend recess inside doing homework. Nothing bad really." She laughed causing the class to gasp.

"That's like, the worst punishment EVER!" Scootaloo shouted buzzing her wings while giving a small jump to emphasize the word 'ever'.

Midnight, Twilight, and Cheerilee laughed at the comment.

"Well, anyway, Twilight and I had planned on doing some magic spells. You, and the children are free to watch if you want." Midnight smiled.

"What do you think class, want to watch Midnight do some magic tricks?" Cheerilee announced causing them all to cheer.

After reading a few more spells in a book Twilight had brought, Midnight was ready. He tried out a few firework spells sending them into the air and making them explode in a beautiful array of colors and shapes. The children ooooo'd and aaaaah'd at the sight. Next up he did some conjuring. Pulling items from nothing and setting them to the side. The class clapped their hooves in approval.

"Ok, this next trick is really hard to do. So I'm going to need my assistants help with it." He smiled giving a bow to Twilight. She trotted over giving him a sly look.

"Assistant huh?" She smirked standing at attention.

"For this trick, I'm going to give Twilight wings so she can fly." Midnight smiled.

"But she's a unicorn. Only pegasus and Alicorn ponies can fly." One of the students piped up.

"That is true little one, but with a magical spell I can give any pony a beautiful set of wings for three full days." He smiled as his horn began to glow. The children watched in amazement as an ethereal blanket slowly wrapped around Twilight, encasing her in it. After a few more seconds she flashed a bright white then reappeared with a beautiful set of feathered wings. Everyone including Twilight gasped. Midnight just smiled seeing his work. Twilight gave a nervous smile opening her wings for the first time. The children cheered loudly, many saying they wanted a pair as well. Twilight moved forward.

"Ok children, that's all for today. Go and have some fun."

Midnight looked at her curiously as the children awww'd then went to play. "Whats up Twi?" He asked giving her a friendly nudge. She turned around walking away nodding toward a nearby tree. Midnight followed her as she took a seat under the tree.

"Midnight, That spell you cast on me was supposed to give me transparent butterfly like wings that didn't attach to my body. These wings are part of me. How did you do that?" Twilight asked giving a nervous expression toward her wings.

"I don't know, I just followed the directions of the spell but I didn't use anything to create them like it said. I just willed them onto you. Is that a bad thing?" He aksed feeling a little bad now.

"Well........ in so many words it is but isn't at the same time. You see, the butterfly wings didn't attach to my body so they couldn't accept magic like pegasus wings can. Since these are part of me I may have been an inadvertently made Alicorn like you were." She gave a sheepish smile looking to Midnight who just stood there with wide eyes.

"Midnight, are you ok?" Twilight asked as she raised a hoof to his face giving him a gentle push. As soon as she touched him he began to fall over.

"MIDNIGHT!?" *thud* he was completely out cold, his fire mane and tail completely extinguished. let lay there as Twilight kept nudging him.

"Ooooooooooh, Midnight wake up!? Dont make me, UGH!" Twilight growled casting a minor shock spell on Midnight who awoke to being electrocuted.

"AAAAAAAAH! DAMMIT! Oh God! Ugh! I'm gunna be sick." He said as his horn glowed opening a small portal on the ground, He shoved his face into it as he emptied his stomach into the void. After a minute he pulled himself up looking rather pale for an Alicorn with a solid black coat. His mane and tail flickered lightly as it stayed close to his body.

"Oh God, Twilight, I'm so sorry. If I made a mistake and you have to stay an Alicorn, I am so sorry, I never wanted you to have to carry that burden." Midnight cried. Twilight came over to his side giving him a gentle nuzzle.

"It's ok Midnight, you didn't know this would happen. Even I didn't expect it to happen. But since I'm already a unicorn I'm sure loosing these wings after a few days wouldn't cause my power to destroy the universe." She laughed.

"Even so, the thought alone is going to haunt me. I seriously need to start thinking of the outcome of these spells before I cast them. I'm going to end up hurting someone or doing something bad if I don't." Midnight groaned.

Twilight flapped her new wings getting a better feel for them. "Hey, why don't we go find Rainbow Dash. I'm sure she will freak out over these babies." Twilight snickered.

"Do you know how to fly?" Midnight asked looking at her wings.

Twilight gave a grin launching herself into the air doing a few tricks, then hovering in front of Midnight booping his nose with her hoof. "I might have cast the wing spell on myself a few times." She laughed doing a back flip and landing on her hooves in front of Midnight.

Midnight gave her a bedroom eyed grin.

"W-why are you looking at m-me like that Night?" Twilight sputtered nervously.

"I didn't take you to be the athletic type, That plus being extremely smart, well, its a quality I find VERY appealing." He smirked.

"A-heh heh, will you look at the time, I think we should go find Rainbow and have a little fun with her." Twilight laughed nervously taking off into the sky, Midnight close behind.

Twilight looked around as she flew to try and locate any signs of RD. Midnight was close behind her. After about twenty minutes she finally located RD taking a nap on a cloud. She looked back motioning Midnight to pull up next to her. As she did she pointed to RD who was snoozing the day away on a floating pillowy cloud. After a quick whisper into Midnights ear they parted ways, Twilight quietly found a small cloud pulling it under RD's cloud and taking a seat on it waiting for Midnight to do his part. Midnight flew over to RD giving her a gentle nudge. RD groaned turning over onto her back stretching out her legs.

"Mmmmmmm five more minute ma." She yawned.

"Oh but sweetheart, you have to get up NOW!" He began softly then screamed at the end as he pressed his lips to her stomach and raspberried it causing RD to scream out laughing trying to get away.

"AAAAAAAAHHAHAHAAAAHAAAA, BWAAAAAHAHAAAAA! STOPIT! AAAHAHAHAHAA QUIT IT! HAAAAAAAHAHAA, YER GUNA MAKE ME PEE! HAAAAAHAHAHAA!" She yelled finally getting Midnight to quit. He pulled back giving a loud chuckle as RD turned upright onto her haunches breathing hard giving Midnight a glare that could turn water to ice.

"That was not cool." RD laughed finally catching her breath.

"Oh but I have a surprise for you my dear." Midnight grinned.

Rainbow cocked an eyebrow at Midnight. "Oh? and what would that be?"

At that moment Twilight shoved her head up and through the cloud pressing her lips to Rainbows belly and blowing raspberries. Rainbow shriek falling over laughing as Twilight continued her onslaught. After a minute she stopped pulling her head back below the cloud. Rainbow couldn't think straight for a moment but regained her composure.

"What the hay! Who did that?" Rainbow asked as Twilight flew up behind her tapping her on the shoulder.

RD turned around giving an audible gasp seeing Twilight flying with feathered wings. "Twilight?!"

Twilight giggled. "Nice huh? Midnight cast the wing spell on me and...... well....... I got a new set of wings that are like yours."

Rainbow circled Twilight looking at the wings. They were an elegant purple just like her coat. "Those are awesome. Oh can you do all that stuff I taught you before?" Twilight nodded pulling off a few quick tricks.

"So RD taught you huh? I be that was a blow to your ego." Midnight chuckled causing Twilight to facehoof, her cheeks growing a bright red.

"Hey, so what if the athletic pony taught the egghead something new!" Rainbow chuckled causing Twilight to groan.

"Ugh! Okay, enough with the pick-on-Twilight moment. Lets go do something before my wings disappear." Twilight groaned.

27. Winged ponies to the rescue

They had arrived in Ponyville again. This time they would be going to each one of 4 friends left to show off Twilights new wings. It had been decided to go see Fluttershy first due to her being a Pegasus already, and knowing the joys of flying. The three had arrived at her cottage on the outskirts of the Everfree forest. Making way to her door and giving a gentle knock. A few seconds went by and the door opened revealing Angel bunny. He looked at the three for a moment then waved them in. Midnight had to shrink himself again to fit inside comfortably. The three could hear some soft humming coming from upstairs. Angel bunny hopped up the stairs getting Fluttershy's attention, returning with her downstairs.

"Oh, hello everyone. what are you.......... three.......... up to?" She trailed off seeing Twilight's wings. A wide smile spread across her face as she zipped over to Twilight circling her and looking at her wings.

"Oh my! Where did you get those wings Twilight? I never thought a spell could give you feathered wings like a Pegasi." She smiled giving them a gentle touch to make sure they were real. Twilight gave a giggle unfolding them, showing Fluttershy they were indeed real. Fluttershy's eyes went wide seeing them.

"I have Midnight to thank for these beautiful wings. For some reason his magic altered the spell that I cast on Rarity before which gave her butterfly wings. These wings are actually attached to me. I can feel them as well unlike the other wings I had before. It makes flying a lot easier."

"Wow, are you going to show the others as well?" Fluttershy smiled shyly.

"We were actually going around to everyone to show them. This is quite a special event seeing as Midnight had altered the spell." Twilight smiled widely.

"Ok you three, lets get this show on the road, I'd like to think Pinky is going to throw you a party for the new wings." Rainbow spoke as she flew in place loosing patience.

They arrived after a couple minutes flying into Ponyville, There first stop was Applejacks. Upon arriving they noticed Big Macintosh walking out of the house with a dress and bonnet on. He hadn't yet seen the group heading toward him and dove off onto the side of the road. Big Macintosh walked by mumbling something about a stupid bet. He kept going further down the road until he was out of sight. The group jumped back onto the road giggling, making there way toward the farm house.

They arrived on the porch Just as Applejack and Applebloom were exiting the house laughing.

"Well howdy ya'll. Did ya happen ta see Big Mac heading into town?" AJ chuckled.

"Yea, but what was with the outfit?" RD smirked.

"Well, mah brother lost a bet with me. It was the first time too." Applebloom beamed laughing a little.

"Boy howdy was Big Mac surprised when he lost the bet. Ah ain't never seen a ponies eyes bug out that far, not even Pinkie." AJ laughed

"So what was the challenge he lost?" Twilight interjected.

"Well, the boy has a might large stomach. AB here bet him that he couldn't drink a whole gallon of milk without getting sick. Now keep in mind that we do drink ever so often and he tends ta drink a barrel at a time. So he thought he could win this bet. Unfortunately he didn't keep the gallon'o'milk down." AJ chuckled.

"Heh sounds like a prank I used to pull back on some of my friends on earth. Same thing in all manners, just humans drinking. Its just not physically possible to hold that much liquid down all at once." Midnight grinned.

"So what can ah do...........for ya?" AJ trailed off seeing Twilight unfurl her wings giving a big grin to AJ.

"What in tarnation? How in the hay did you get them feather wings Twi? I thought the wing spell on gave them frilly wings Rarity had."

"Well Midnights magic changed the spell to this somehow. I know it's strange but they are very pretty." Twilight smiled giving Midnight a nuzzle.

"Boy howdy, I'd sure like a set o'them there wings mahself. Think ya could conjur me up some Night?" AJ smiled giving him a wink.

"I'd be honored ma'lady." Midnight smiled giving a bow to AJ which in turn made her burn red giving a nervous chuckle.

After a short spell casting and a new set of orange wings on AJ, they had made there way to Sugar Cube corner. It was the next closest stop. The meeting went rather much the same except for a super hyper pink earth pony bouncing off the walls. Midnight again had to cast the spell, this time on Pinkie which he immediately regretted. The pink pony was zipping around in every direction, even chasing Rainbow dash around in the sky. Everyone laughed at Pinkie's antics until they reached Rarity's boutique. They all entered seeing the shop pretty bare. Sweetiebelle came downstairs upon hearing the bell ring at the shops entrance.

"Hello everypony. What brings you here? If your looking for Rarity she had to go out to search for more gems. She went by the library to get Spike earlier." She said as her tiny voice cracked a little. Sweetiebelle rubbed her eyes for a moment looking at all the ponies.

"Oh my gosh!" She squealed, her voice literally breaking in half. "You all have wings! Well Rainbow and Fluttershy already had them but the rest of you have them to!? How?!"

After another quick explanation Sweetiebelle was satisfied with the answer. They said their goodbyes and went to find Rarity. The group was heading toward the small field that Rarity had been at before when she encountered the Diamond Dogs when Spike came running up to them out of breath.

"Rarity......... trouble.......... Diamond dogs again...........UGH!" He fell over panting hard. Twilight quickly picked him up with her magic jumping into the air.

"Everyone follow me." She shouted as she took off at breakneck speeds.

After a very quick flight they arrived at the Diamond Dog Fields to see many burrows all over the place. They landed quickly moving up to one of the openings. A Diamond dog jumped out, Then several more all surrounding them. The huddle together watching the dogs as they moved closer.

"Were is Rarity?" Midnight growled toward the nearest dog causing him to back peddle a little.

"White pony is below, is prisoner now to help find gems for diamond dogs." A large brown dog spoke up as he moved closer to Midnight.

"New ponies will help dig to." He laughed moving closer to the group.

"No we wont!" Twilight growled back stamping her hoof into the ground.

"Twilight, let's go help the diamond dogs find some gems." Midnight looked back speaking loud enough for the dogs to hear, but they didn't see the wink Midnight gave the group.

After a quick nod amongst the group Twilight spoke up.

"We have agreed to help the diamond dogs locate gems. You may lead the way."

It took roughly ten minutes to traverse the depths of the caves to finally reach Rarity. Upon seeing her friends Rarity ran to them.

"Oh my goodness. I am so glad to see everypony. These ruffians have made me work my poor hooves to the bone finding all these gems. It has been such an ordeal." She groaned giving a pouty lip.

Midnight smiled at her giving her a gentle nuzzle. "Well now that I'm here we can all go home." He said as he turned to see a large group of dogs watching them.

"Ponies not leave. Ponies find gems, stay here forever." A large dog stepped forward grinning through large yellow teeth.

Midnight laughed loudly sending an echo through the open tunnels. "You dogs have no clue what your up against do you?"

The dogs looked at each other unknowingly as Midnight began to walk forward leading the girls out of the tunnel. The biggest dog stepped forward in front of Midnight.

"Ponies not leaving dogs lair, Ponies dig for gems or die!" He growled loudly causing the pack to step forward surrounding them.

"AAAAAH!" Rarity screamed causing all attention to fall on her.

"Those wings! Darlings were ever did you get them?!" She cooed looking at Pinkie's, Twilights, and AJ's wings.

"ENOUGH! If ponies no dig, Ponies DIE! Dogs attack!" The largest dog yelled causing them all to attack from every angle.

Midnight laughed as his horn glowed sending out a force field around the small group of friends. The attacking dogs bounced off and into the dirt.

"Lets go ladies, I think the muts need some time to reconsider who they are messing with." Midnight laughed as a loud crack and flash of light erupted in the cave. The pony group had disappeared into thin air leaving the dogs dazed and confused.

"WHAT!? Where ponies go?! Find them! Make them pay with The flower of torment!" The largest dog shouted causing many of the dogs to tremble in fear.

28. Poison joke is NO JOKE

Another bright flash and crack erupted onto the surface of the diamond dogs lair. Everypony was accounted for and now safe. Midnight smiled seeing them all.

"Are you alright Rarity? They didn't hurt you did they?" Midnight asked as he nuzzled the white pony affectionately. Spike groaned seeing the intimate moment wishing it was his own with the Ivory pony.

"I'm fine darling, I'm just glad everypony showed up when they did. Those ruffians threatened to dump a bucket of dirt on me if I didn't find them any gems. It was absolutely horrid." Rarity groaned causing the group to chuckle.

"Well I'm just glad you're safe, Those dogs shouldn't bother us again for a while." Midnight smiled but snapped his head around as he heard movement behind him. He turned just in time to see a large amount of something blue heading toward the group. He didn't have time to cast a spell so he unfurled his wings wide to take whatever was coming at the group instead of letting it hit them. A large lot of blue flowers pelted Midnight then harmlessly fell to the ground.

Midnight laughed loudly looking to the dogs. "Is that all you can do? Throw flowers at us? Your a bunch of IDIOTS!" Midnight yelled sending a shockwave through the entire field. His horn began to glow as he picked up all of the dogs in the area lifting them to in front of him. Hie eyes burned with a raging flame as he looked at them struggling to get away. He let out an evil laugh as the dogs began to yelp in fear. Twilight came up to his side giving him a gentle nudge with her hoof.

"Let them go Night, they've learned their lesson. I don't think they will bother us anymore." She spoke quietly in fear seeing Midnights expression of pure rage.

Midnight shifted his gaze to the group of ponies who all looked at him in fear. "Didn't you tell me that they had abducted Rarity before? Yet they did it again? What makes you think they wont get up enough courage to do it again?"

Twilight and the others stepped back hearing how cold Midnights voice had gotten. "W-we cant guarantee that, we can only hope they will learn there lesson from this experience."

"Yes, from this experience........ I need you all to go home while I take care of this situation." Midnight's gaze moved slowly back to the dogs who were now trembling in fear.

"We will go, just promise us you wont hurt them." Twilight spoke up again, Midnight looked back to her and nodded. "I wont hurt them all." He spoke his gaze returning to the dogs setting them onto the ground, a force field suddenly surrounding them.

"You dogs sit tight I'm going to give you a nice talking to." He smiled causing the rest of the ponies to smile back. They all left. RD and Twilight carrying Rarity back to Ponyville. Midnight watched them travel out of sight then turned his gaze back to the dogs. They all whined seeing his firey eyes relight. He walked over to the edge of the barrier.

"So dogs, why did you pony nap my love?" Midnight asked, staring them down.

"We pony nap to make ponies dig for gems. Dogs get tired and need slaves to dig for them." The biggest dog spoke up.

"Oh really, So I'm guessing your the big dog around here huh?" Midnight gave a wicked grin.

"I is pack leader. Am strongest Diamond dog." He stood proudly puffing his chest out.

"Do you have a second in command?" Midnight raised a brow to him.

"Yes, have second in command, Is this dog here." He waved to a dog who walked up to the pack leader proudly.

"Well then, will you be abducting anymore ponies ever again?" Midnight asked moving a bit closer to the barrier with an innocent smile.

"Diamond dogs will tire again, will find other slaves to dig for gems. Cannot guarantee that slaves be ponies or not." He smirked crossing his arms.

"Well that is a shame." Midnight pouted looking to the ground, his eyes slowly moving back up to the dog standing next to the alpha. "Hey you, second in command. If you are the new pack leader, would you stop abducting ponies if it meant I spared your life and made you the new pack leader?" Midnights words were venom to all the dogs ears, they recoiled with a whine except the leader who growled at the threat to having his rank torn from him.

"I would consider it." The dog smiled, his eyes turning to a slit as he looked at the pack leader.

"Then I grant you pack leadership. I would also like to show you what would happen should any of you dogs decide to abduct ANY creatures to become a slave to you EVER again." Midnight cackled as the pack leader lunged toward his second in command only to stop meer inches from him as he was pulled away with sheer force of magic. The dog yelped loudly crying out as his tail was dislocated from the tug. He cried out pulling his tail between his legs holding it.

The other dogs watched in horror as to what follows.

Midnight gave a twisted smile as he pulled the pack leader by his broken tail around the ground, The dog screaming in pain. The dog finally could not take anymore and began to use his claws to remove his tail from his body. After a minute and several bloody swipes later the tail had been removed, The pack leader curled into a ball from the pain.

"Please, no more hurtses me. Will never look at another pony again, Will move mine far away. Will never hurt anything, please, no more hurtses." He whined.

"I don't believe that this is enough incentive to keep your pack from abducting anymore ponies. They will see that I am DEAD serious about keeping all of the ponies in this world safe. As well as other creatures who might be harmed.

"NO! PLEASE! I WONT HURT ANY *GACK*" The Diamond dog was cut short as magic grabbed tightly around his throat. He clawed wildly at the force holding his throat only to bring blood pouring from claw wounds that he was inflicting upon himself. Midnight held him there for another minute until his movements began to slow, then releasing him to fall to the ground with a thud. The dog gasped for air as it filled his lungs. He scrambled away through the pack of dogs only to be quickly followed by Midnight.

The dogs began to surround the Alicorn, other dogs began to show some intelligence moving away in fear.

"If you want to live dogs, then you must watch what I am about to do to your former leader." Midnight cackled loudly pulling the dog by his ears with magic toward him. The dogs stopped, giving a whine as they watched in horror.

"Oh how I wish you had been smart enough to stay away from the ponies of this world. Now I'm going to make you beg for death." Midnight grinned causing the dog to empty his bowls and bladder onto the ground.

Midnight watched the dog in almost ecstasy as he slowly began to break each limb, the howls of pain seemed to be music to his ears, Soon all the limbs had been broken, The dog now begged Midnight for death.

"Please, *cough cough* kills us, we regret everything we have dones to the ponies. *cough* we cannot bares the pains. Please, kills us." He cried, tears and blood covering his face. Many of the dogs had pissed themselves in sheer terror seeing their leader so easily broken. They now knew what fate would be held for them should they ever abduct another creature in this world.

Midnight smiled to the dog as it gurgled on blood, He lifted the dog into the air in the middle of the pack. "This is what will happen to ANYONE of you DOGS that EVER hurt another creature AGAIN!" He shouted sending a shockwave through them all as he began to pull all of the dogs limbs in separate directions, sickening cracks could be heard, the former leader howled in pain as all four of his limbs were torn from his body, He foamed at the mouth for a few moment before Midnight finally crushed the rest of him into a gooey pulp dropping it into the middle of the pack.

The force field was dropped as he left the area, all the dogs fled in terror except the new pack leader. He came up to Midnight shaking in fear. He bowed before the dark Alicorn as he spoke.

"You has my word that no pony or others will be taken. Any dog that hurts others will be killed on site." he spoke, the smell of tears and urine surrounding him.

Midnight nodded to him, the dog left quickly following the rest of the pack underground.

Midnight looked around, he stepped over to the blue flowers that had been tossed at him before. He picked up one looking it over with his magic. He smiled taking a big sniff of the beautiful flower then tossing it to the side. He trotted away back toward Ponyville murmuring to himself.

"Heh, stupid dogs throwing flowers at me? Did they think this was a wedding?" He laughed as he vanished from site.

The girls and Spike had arrived back at the library within minutes of leaving Midnight. Rarity took a shower as the rest began to settle in. Pinkie on the other hoof decided it be prudent to throw a "Congratulations on getting a beautiful set of wings and saving Rarity from scary diamond dogs" party. Before any of the girls realized it, Pinkie had left the library and returned, decorating the library at break neck speeds and setting up the huge table of foods, cakes,and punch.

Rarity had just finished her shower heading back downstairs to see all of the library being partied up. A pink blur passed the white pony placing a cup of punch and cupcake in her hooves. A party hat now adorning her head. She gave a chuckle taking them with her magic as she made her way into the main room of the library seeing the others having fun. She walked quietly over to Twilight who had found a semi quiet spot to sit down.

"Twilight, darling. I am ever so curious about what Midnight said earlier." She said taking a sip of her punch.

"What do you mean?" Twilight asked giving her a nervous expression.

"Well, Midnight said that he wouldn't hurt them 'all', Don't you think that was a strange way of saying he wouldn't hurt them?"

Just as Rarity finished that sentence, a cold chill fell through the room as Midnight entered the library.

Pinky stopped feeling the chill, "Oh no! I feel a combo coming on. Ear flop, tail flick, pinchy knee." She said but stopped in her tracks sitting down onto her haunches as Midnight passed her by, going further into the library. Pinkie's mane deflated as she watched the Alicorn pass by without a word. A look as if the Alicorn was furious at the world shown across his face.

"Oh........... no..........." Pinkie spoke softly as her eyes became points in the white of her eyes. She ran out the door without further word.

Midnight moved next to Rarity, smiling and giving her a passionate kiss in front of Twilight who turned red at the sight.

"Oh my! Midnight! How scandalous of you." Rarity giggled running her hoof in circles around his chest. He smiled laying down beside her. He smiled to Twilight giving her a wink which only made her redden further causing him to laugh.

"So darling, Twilight explained the wings she has, would you do me the honor of giving me a beautiful set of wings as well?' She cooed nuzzling him. He smiled leaning down and whispering into her ear.

"Oh I would love to do you right now." He smirked causing her face to almost explode with red. She looked up at him in shock for a moment until she saw his horn glowing. A minute passed by as Rarity emerged from a bright light with a set of ivory white wings perfectly matching her coat. The tips of her wings a light purple matching her mane. She squealed in delight pouncing Midnight over.

"My my Rarity, right in front of your friends? I didn't think you had it in you." He chuckled causing her to move off of him. "Its ok, I don't mind, who knows, maybe they can join in?" He smiled looking around seeing everypony slack jawed.

"Midnight?! What has gotten into you?" Rarity yelled in shock. "That is not like you in the least."

Midnight gave a frown looking at Rarity. "Oh but won't you indulge my curiosity? I'd love to see who would be willing after all."

"Now what in tarnation has gotten into you? That's no way ta speak in front of any pony, ah think you should apologize. Taint right saying such things." AJ stepped forward next to Rarity, Fluttershy hiding behind her.

"Yea Midnight, that was not cool." RD spoke up hovering next to Twilight.

"Oh my, seems my friend's are angry with my little joke. It's to bad really, I had hoped to have a little more fun with all of you. Especially the ones I haven't had the chance to have fun with." Midnight gave an evil grin causing the girls to recoil slightly in fear.

"W-what are you talking about Midnight?" RD questioned as her brow began to furrow.

"Oh I think you are perfectly aware of what I'm speaking of little miss mach ten." He laughed.

Rainbow burned bright red at the comment landing next to Twilight looking to the floor.

"Now see here! That was above and beyond called for. I demand you apologize this instant." Rarity snapped causing the others to gawk at her. Midnight moved closer to her smiling.

"And why should I apologize Triple feature. I'm sure if I went by the Spa the Twins wouldn't mind going another round. I did rather enjoy the beating I got from them." Midnight cackled causing Rarity to blush furiously backing away with her ear hung low, tears starting to well up in her eyes.

"H-how could you........ Those moment were so special to us, and you blatantly tell them in public, and even to our friends? Your no more special than a bug that I would squish because it is disgusting. You should leave Midnight, I........ I don't want to see you ever again." Rarity cried as the tears fell from her face.

Twilight and Applejack came to her sides, trying to comfort the heartbroken Rarity. They all looked up to Midnight with disgust.

"Hmph, I guess I'll take my leave then. Maybe that bitch I knocked up will put up with me in the castle." He snorted as he left the library in a flash of light.

Twilight gasped for a moment thinking about the princess. "Oh my gosh! He is going to the princess. We need to warn her about his sudden change. This could be very dangerous for her."

After making a quick note and having Spike send it away in a flash It took almost an hour before a response was made.

"Twilight, what has happened to Midnight? Has he gone mad?! You must come to the castle at once, Bring all of the elements of harmony with you. This may be our only chance before.............."

Twilight didn't finish the note as it had been singed terribly. The rest of the note was gone. Twilight began to shake violently from fear as it crept over her. The others came to her side as her magic let go of the letter, letting it fall to the floor. They each read the letter, all turning paler version of there coats.

"Twi, what are we gunna do? Ah don't think we could go up against an Alicorn like Midnight. He seems purty strong." AJ spoke as she looked at the group of crying mares.

"I don't know Applejack, he seemed like a totally different stallion earlier. He hasn't seemed the same ever since......." Twilight's eyes went to plates as she remember earlier at the diamond dogs. They had thrown a blue flower at them but Midnight had blocked them with his body and wings. "Girls, I think I know whats wrong with Midnight. I think he has poison joke affecting him."

The girls all looked at Twilight before realizing it themselves.

"Girls, we are going to need to get some of that natural remedy ready to use on Midnight. Who knows what he is doing in Canterlot right........." Twilight stopped as everypony looked to the door as Pinkie burst in. She had two large bushels, one on either side of her like a saddlebag.

"Pinkie?" Twilight began.

"GIRLS! We need to find Midnight and fast. If we don't hit him with these water balloons, then all of Equestria or MORE could be in serious trouble." Pinkie shout as she hoofed out a water balloon to each of the girls.

"Pinkie, whats with these?" RD asked pointing to the watter balloon filled and ready to throw.

"Silly, they have the cure for poison joke in them. All we gotta do is hit Midnight with a few to wash off the poison joke." Pinkie smiled.

They all rushed out of the door quickly taking to the skies and heading toward Canterlot.

29. Alternate ending (End of story)

Authors Note: After many people asking me to continue the story or add a sequel, I have come to this conclusion. This chapter will be the ENDING of the story as an alternate ending ONLY and not the actual ending. The next chapter will have most of the same text as this one to a point then switch over to the continued story line. So Unless you dont want to read anymore then finish this chapter. If you plan on reading until i either die or run out of ideas for this story, then skip ahead to the next chapter. I hope you guys know how much I enjoy your continued support. I will edit as time permits and write as often as possible. Updates will continue to be 2 per week as I have NO MORE CHAPTERS completed. I will try not to rush them and will post them usually around 2pm Eastern on Tuesday and Saturday. Thanks guys and keep reading on. Also if you have any ideas that i should implement into the story then please message them to me in private. Sometimes i get a nice big block to stand in front of me to prevent me from writing. Useful ideas can keep the story flowing smoothly.

As they approached Canterlot, plumes of black smoke were rising into the air from several areas around Canterlot. Although late in the evening the sun was staying still in the sky. It had not moved for almost several hours now and the time was now almost eleven pm. As they near the castle they could see bright flashes of light erupting from inside several of the windows in the castle. As they drew nearer one of the walls erupted sending out several unicorn guards.

They all fell around 40 feet to the ground. None of them stood back up once they hit. Everyone gasped seeing this, then slowly flying toward the fallen wall to peek inside.What they saw made them gasp. Midnight was standing over not only Celestia, But Luna as well. Luna was laying across her sister protectively as Celestia lay there, her eyes closed, her breathing was rough, several scorch marks riddle her body, Many of her feather from her wings had been scattered
about from a large burn mark on one of them.

"Begone thou evil being, You will leave us be with out sister. BEGONE! Or face our WRATH!" Luna's eyes glowed as her horn began to fill with power. Midnight stepped forward only to run into a powerful beam spell that hit him head on. He staggered for a moment regaining his footing then began to advance again. Yet another beam hit him from Luna. This went on for another 5 minutes. Blast after blast of energy hitting the former human but never hurting him.

Midnight let out an evil cackle as Luna tried in vain to keep casting the spell, until she finally exhausted her power.

"My my, little Luna is such the patriot, Fighting to protect her big sister after she had fallen to her former lover. How sweet." Midnight spoke sarcastically. Mischief in his voice as he moved closer to the exhausted Luna. He lowered his head to her's, an evil grin across his face.

"Once I have taken care of you and your sister. There will be nothing to stop me from taking over Equestria." He began to raise his head as he cackled loudly. But it was short lived as a powerful beam hit him from the side sending him down the hallway and through a wall to the palace gardens.

Twilight stood there panting loudly through clenched teeth. Her horn literally white with magic. Her coat had transformed to a pure white while her mane was now ablaze. Her voice echoed throughout the hallway as if it were several Twilight's talking at once.

"You will NOT harm the Princesses!" she shouted.

After the wall finished falling that Midnight had been launched through everything fell quiet. A loud cackle could be heard from the hole Midnight had been put through. "Well isn't this a surprise. Twilight and her friends finally coming to the rescue. I'm not sure if you noticed but most of the royal guard is dead. Celestia is wounded, and Luna is out of power. I'll give you this one chance to walk away unharmed. After that I will bend you to my will if you do not leave." Midnight growled out the last of the sentence sending shivers down everponies spines.

Twilight stepped forward still on fire. "Midnight you have to listen to me. You've been infected with poison joke, its somehow altering your nature to go against what you normally do and believe in, let us help you. You still have the chance to be forgiven." She spoke out pulling several water balloons from Pinkies bushels, floating them to her side.

"Forgiveness?! Do you think I want that? No I don't want that at all. What I want is very simple." Midnight laughed.

"And what would that be?" Twilight asked looking at him oddly.

"The complete destruction of the entire universe." He yelled causing the windows in the castle to shatter. The girls were all pushed back by the sudden outburst.

"Girls, we have no choice, we have to use the elements. I doubt we could get any of these balloons near him without loosing them instead of hitting him."

They all felt tears come to their eyes as the power from the elements began to shine brightly sending out a bright light from each of them.

"What do we have here?" Midnight smiled seeing the colors of a rainbow heading toward him. He smiled watching it bolt toward him. After a few seconds the rainbow from the elements disappeared. The girls gasped at what they saw. Midnight stood there laughing at them in the same spot. Some type of clear crystal floating in front of him.

"B-but, that should have worked?! What happened?" Twilight shouted in a panicked voice.

"Oh my poor poor Twilight. You forgot about one thing. I'm smarter than you." He began to laugh as Twilight stomped the ground infuriated by the insult.

"You can't be smarter than me! I've done nothing but study my entire life. How can a mere human be smarter than me?!" She growled.

"HUMAN? HUMAN!? I'm a fucking Alicorn you little snot!" Midnight growled teleporting to right in front of the girls.

"You see this crystal? This is called a prism. It can turn white light into a rainbow and a rainbow into white light. This is how I have defeated you pitiful ponies." He began to laugh again as the group powered up their elements again. Firing them at Midnight repeatedly. Every time he would laugh as the light show was altered to innocent white light as it was blocked by the prism. After an hour of trying to use the elements on Midnight they all stopped falling to the ground crying. Twilight's white coat and fire mane turned back to normal. Midnight moved forward giving an evil smile.

"So have you finally given up girls?" He laughed as he walked into the center of the group.

They all stood on shaky legs as they looked at him. Midnight smiled looking around at them, he walked over to pinky who was sitting next to the water balloons, her hair deflated, a look of horror across her face as she gazed up at the dark Alicorn. His smile never left as he lowered his head to her laughing.

"LIttle balloons? What were you going to do? Pelt me with them? Was that your fallback plan?" He cackled.

Pinkie picked up one of the water balloons giving an evil grin as she burst it over her own head. Her mane now drenched as it began to soak her coat.

Midnight laughed at the sudden self water ballooning.

"So it is just regular water after all. You all were seriously going to pelt me with them instead of using your elements? I feel a little sad for you six now. But how about this. I'll indulge you as your final request. Go ahead and hit me with as many as you want." He laughed standing there.

*splash*
*splash*
*splash*
*splash*
*splash*
*splash*

Midnight laughed as he was assaulted with water balloons until they were all gone. A minute passed by and he smiled to the group.

"M-midnight? Are you back to normal now?" Twilight asked as she moved forward to him.

"Normal? I've never felt better!" His voice drew venom into it as his horn began to glow.

"NOW GIRLS!" Twilight shouted as the elements charged and fired at him once again. Midnight laughed as the beam connected with the prism again turning into a harmless white light beam. His eyes shot open at the last second as he watched in slow motion as a single droplet of water fell from the tip of his horn into the white lights path. Before he could react the white light hit the droplet turning it into a bright flash of colorful light.

"NOOOOOOOOOOOOOOOOO!" He shouted as the rainbow envelope him, spinning around him at untold speeds. He screamed loudly sending out a powerful shockwave which caused the rainbow tornado to be obliterated. The girls stood in shock at what they saw. Midnight stood there shakily, his head lowered as his breathing was strained. His right wing mangled and broken. Blood and feathers lay all around him. His entire right side burned badly. He took several steps
forward before finally falling to the ground in a heap. The girls walked cautiously over to him surrounding him, ready to charge the elements again if needed.

"Twilight......" He softly spoke laying on his left side.

Twilight came over to his head giving him a saddened expression.

"Twi........wha......what happened?" He asked breathing hard.

"You don't remember?" She asked looking down to him.

"*cough* N-no........ Why do ........ do I feel like a.......... train hit me?

"You were infected with poison joke. You went on a rampage through Canterlot and....." Twilight was cut off by him as he spoke out in strained words.

"NO! D-did I kill anyone?"

Twilight looked over to Luna and Celestia who were laying on the ground behind them. Midnight moved his head slowly to see them. Luna looked at him, tears in her eyes as she nuzzled Celestia who was laying on the ground.

Midnight cried out in horror.

"P-please Twilight. Tell me I didn't do this. Tell me I didn't kill Celestia?! She was carrying my foal, I can't live knowing I took that life." He cried out.

Twilight lowered her head, tears falling from her face, no words escaped her lips.

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Midnight shrieked as his horn began to brighten, The illumination filling the room quickly to a blinding light.

Everypony covered their eyes as it grew in intensity. They could hear Midnight screaming louder and louder until everything shook.

As quickly as it began, it ended. Twilight and the others opened there eyes gasping at what they saw. Celestia was walking toward the fallen Midnight as he lay on the ground glowing brightly. The castle and everything around was back to its original glory. All the guards now up and alive again. Luna joined Celestia at Midnight's side. Slowly his tail began to evaporate into the air, it looked like little lightning bugs pulling away from a disappearing pony that was glowing. He lay there as he spoke quietly, Looking around.

Celestia, Luna, I am so sorry this happened. I never meant to hurt any of you in any way. When I saw you laying there, and the thought of me having killed you and our foal, I snapped. I'm sorry to have hurt everypony, I hope that with my final gift, you can forgive my actions." His upper body and head were now slowly disappearing as they all came to him. giving him one final hug.

"We forgive you, you have been the best friend anypony could ask for. We love you. Please don't leave us." Celestia cried as she burried her muzzle into his neck.

"I'm sorry, but that won't be possible. I used all of my power to turn back time to the point where noone would remember the attack. Only you eight will remember. All the lives that I have taken. All the damage I have done. Completely restored. I have gladly given my life to protect the ones I love and cherish. Please, don't forget me. Although my time here was short. I have never been so loved in my life. If I ever get a second chance to live again. Please, make sure I stay away from those stupid blue flowers." He laughed softly at his final words, smiling to everyone as the rest of his body vanished into a brilliant display of glowing particles, ascending into the heavens.

Everyone was silently crying. Looking at the resting place of Midnight.

Time seemed to stand still as they sat there quietly.

"Why didn't the poison joke cure work?" Twilight asked herself over and over. She continued to think quietly until the answer fell onto her like a ton of bricks. She fell to the ground crying as the answer was now in front of her. "He must have smelled of the flowers. The cure would to have been a vapor to enter his lungs in order to fully cure him. The poison joke must have turned his love of protecting others into the complete opposite....." She trailed off as she thought of what had happened. Life from this point was going to be hard. As it would continue though, they all hoped it would get easier. Only time would tell.

--------------------------------------------------------------------------------------------------------------------------------------------
8 years later
--------------------------------------------------------------------------------------------------------------------------------------------

Celestia walked along the path in the royal hedge maze toward the center. A small group of colts and fillies following her. Cheerilee walked at the end of the school group as they came to a stop in the center of the hedge maze. Celestia smiled to the group as Cheerilee came forth looking to a large statue.

"Ok everypony. Who can tell me who this statue represents?" She smiled looking to the group waiting for a hoof to raise so she could call on them.

A small black hoof raised into the air getting Cheerilee's attention.

"Yes Midnight star? Do you have the answer?" She spoke out to him.

A small black Alicorn walked through the group of children to the front of the group. His entire body was a brilliant black that shone brightly in the sunlight. On his back rested a set of white wings being a severe contrast to his black coat. His mane flickered wildly like fire but was like liquid light. It was see through much like Celestia's mane.

"This statue is of Midnight Flame. My father. Although I never got to meet him. I have been told by everypony that has known him, that not only was he one of the kindest ponies alive, but traded his life to save everypony in Canterlot."

Cheerilee smiled, "Very good Star. Let's all continue shall we?" She said as the student's followed her. Star staying behind to look at the statue some more. Celestia walked quietly up to him giving him a gentle nuzzle which he returned.

"Mother?" He began.

"Yes my son?" She smiled.

"Was he really as great as everypony has said he was?" He asked looking from the statue to Celestia.

"My dear, he was not only the most powerful Alicorn to ever live, but also the most wonderful. Your father was a shining example to every pony in Equestria."

She smiled causing Midnight Star to smile widely. Celestia walked ahead joining the group as they headed toward another statue in another part of the maze.

Star looked up to the statue one last time as he walked on to catch up to the group.

"Father, I hope that I can make you proud, and be as wonderful as everypony has said you were. I won't let you down." He smiled as a single tear fell from his eye to the ground, hitting a small beam of light as it punched through the cloud line. The light refracted only for an instant as it passed through, sending a magnificent rainbow of colors over the statue.

30. The finale?

As they approached Canterlot, plumes of black smoke were rising into the air from several areas around Canterlot. Although late in the evening the sun was staying still in the sky. It had not moved for almost several hours now and the time was now almost eleven pm. As they near the castle they could see bright flashes of light erupting from inside several of the windows in the castle. As they drew nearer one of the walls erupted sending out several unicorn guards.

They all fell around 40 feet to the ground. None of them stood back up once they hit. Everyone gasped seeing this, then slowly flying toward the fallen wall to peek inside.What they saw made them gasp. Midnight was standing over not only Celestia, But Luna as well. Luna was laying across her sister protectively as Celestia lay there, her eyes closed, her breathing was rough, several scorch marks riddle her body, Many of her feather from her wings had been scattered
about from a large burn mark on one of them.

"Begone thou evil being, You will leave us be with out sister. BEGONE! Or face our WRATH!" Luna's eyes glowed as her horn began to fill with power. Midnight stepped forward only to run into a powerful beam spell that hit him head on. He staggered for a moment regaining his footing then began to advance again. Yet another beam hit him from Luna. This went on for another 5 minutes. Blast after blast of energy hitting the former human but never hurting him.

Midnight let out an evil cackle as Luna tried in vain to keep casting the spell, until she finally exhausted her power.

"My my, little Luna is such the patriot, Fighting to protect her big sister after she had fallen to her former lover. How sweet." Midnight spoke sarcastically. Mischief in his voice as he moved closer to the exhausted Luna. He lowered his head to her's, an evil grin across his face.

"Once I have taken care of you and your sister. There will be nothing to stop me from taking over Equestria." He began to raise his head as he cackled loudly. But it was short lived as a powerful beam hit him from the side sending him down the hallway and through a wall to the palace gardens.

Twilight stood there panting loudly through clenched teeth. Her horn literally white with magic. Her coat had transformed to a pure white while her mane was now ablaze. Her voice echoed throughout the hallway as if it were several Twilight's talking at once.

"You will NOT harm the Princesses!" she shouted.

After the wall finished falling that Midnight had been launched through everything fell quiet. A loud cackle could be heard from the hole Midnight had been put through. "Well isn't this a surprise. Twilight and her friends finally coming to the rescue. I'm not sure if you noticed but most of the royal guard is dead. Celestia is wounded, and Luna is out of power. I'll give you this one chance to walk away unharmed. After that I will bend you to my will if you do not leave." Midnight growled out the last of the sentence sending shivers down everponies spines.

Twilight stepped forward still on fire. "Midnight you have to listen to me. You've been infected with poison joke, its somehow altering your nature to go against what you normally do and believe in, let us help you. You still have the chance to be forgiven." She spoke out pulling several water balloons from Pinkies bushels, floating them to her side.

"Forgiveness?! Do you think I want that? No I don't want that at all. What I want is very simple." Midnight laughed.

"And what would that be?" Twilight asked looking at him oddly.

"The complete destruction of the entire universe." He yelled causing the windows in the castle to shatter. The girls were all pushed back by the sudden outburst.

"Girls, we have no choice, we have to use the elements. I doubt we could get any of these balloons near him without loosing them instead of hitting him."

They all felt tears come to their eyes as the power from the elements began to shine brightly sending out a bright light from each of them.

"What do we have here?" Midnight smiled seeing the colors of a rainbow heading toward him. He smiled watching it bolt toward him. After a few seconds the rainbow from the elements disappeared. The girls gasped at what they saw. Midnight stood there laughing at them in the same spot. Some type of clear crystal floating in front of him.

"B-but, that should have worked?! What happened?" Twilight shouted in a panicked voice.

"Oh my poor poor Twilight. You forgot about one thing. I'm smarter than you." He began to laugh as Twilight stomped the ground infuriated by the insult.

"You can't be smarter than me! I've done nothing but study my entire life. How can a mere human be smarter than me?!" She growled.

"HUMAN? HUMAN!? I'm a fucking Alicorn you little snot!" Midnight growled teleporting to right in front of the girls.

"You see this crystal? This is called a prism. It can turn white light into a rainbow and a rainbow into white light. This is how I have defeated you pitiful ponies." He began to laugh again as the group powered up their elements again. Firing them at Midnight repeatedly. Every time he would laugh as the light show was altered to innocent white light as it was blocked by the prism. After an hour of trying to use the elements on Midnight they all stopped falling to the ground crying. Twilight's white coat and fire mane turned back to normal. Midnight moved forward giving an evil smile.

"So have you finally given up girls?" He laughed as he walked into the center of the group.

They all stood on shaky legs as they looked at him. Midnight smiled looking around at them, he walked over to pinky who was sitting next to the water balloons, her hair deflated, a look of horror across her face as she gazed up at the dark Alicorn. His smile never left as he lowered his head to her laughing.

"LIttle balloons? What were you going to do? Pelt me with them? Was that your fallback plan?" He cackled.

Pinkie picked up one of the water balloons giving an evil grin as she burst it over her own head. Her mane now drenched as it began to soak her coat.

Midnight laughed at the sudden self water ballooning.

"So it is just regular water after all. You all were seriously going to pelt me with them instead of using your elements? I feel a little sad for you six now. But how about this. I'll indulge you as your final request. Go ahead and hit me with as many as you want." He laughed standing there.

*splash*
*splash*
*splash*
*splash*
*splash*
*splash*

Midnight laughed as he was assaulted with water balloons until they were all gone. A minute passed by and he smiled to the group.

"M-midnight? Are you back to normal now?" Twilight asked as she moved forward to him.

"Normal? I've never felt better!" His voice drew venom into it as his horn began to glow.

"NOW GIRLS!" Twilight shouted as the elements charged and fired at him once again. Midnight laughed as the beam connected with the prism again turning into a harmless white light beam. His eyes shot open at the last second as he watched in slow motion as a single droplet of water fell from the tip of his horn into the white lights path. Before he could react the white light hit the droplet turning it into a bright flash of colorful light.

"NOOOOOOOOOOOOOOOOO!" He shouted as the rainbow envelope him, spinning around him at untold speeds. He screamed loudly sending out a powerful shockwave which caused the rainbow tornado to be obliterated. The girls stood in shock at what they saw. Midnight stood there shakily, his head lowered as his breathing was strained. His right wing mangled and broken. Blood and feathers lay all around him. His entire right side burned badly. He took several steps
forward before finally falling to the ground in a heap. The girls walked cautiously over to him surrounding him, ready to charge the elements again if needed.

"Twilight......" He softly spoke laying on his left side.

Twilight came over to his head giving him a saddened expression.

"Twi........wha......what happened?" He asked breathing hard.

"You don't remember?" She asked looking down to him.

"*cough* N-no........ Why do ........ do I feel like a.......... train hit me?

"You were infected with poison joke. You went on a rampage through Canterlot and....." Twilight was cut off by him as he spoke out in strained words.

"NO! D-did I kill anyone?"

Twilight looked over to Luna and Celestia who were laying on the ground behind them. Midnight moved his head slowly to see them. Luna looked at him, tears in her eyes as she nuzzled Celestia who was laying on the ground.

Midnight cried out in horror.

"P-please Twilight. Tell me I didn't do this. Tell me I didn't kill Celestia?! She was carrying my foal, I can't live knowing I took that life." He cried out.

Twilight lowered her head, tears falling from her face, no words escaped her lips.

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Midnight shrieked as his horn began to brighten, The illumination filling the room quickly to a blinding light.

Everypony covered their eyes as it grew in intensity. They could hear Midnight screaming louder and louder until everything shook.

As quickly as it began, it ended. Twilight and the others opened there eyes gasping at what they saw. Celestia was walking toward the fallen Midnight as he lay on the ground. He weakly lifted his head seeing Celestia walking toward him.

"Please, finish it. A-after what I have done.......... I do not deserve to live." Midnight croaked as his head slowly fell to the ground. He closed his eyes waiting for the pain to stop. The pain continued as he lay there in silence. He was slightly startled to feel a sudden warmth press against him on all sides as his pain began to slightly dull. He opened his eyes slowly to see Celestia laying to one side of him, Luna to the other. The rest of the girls were floating silently as a Bright rainbow encased them all.

Midnight watched them silently as the combined magic began to slowly heal him. His torn and scarred flesh began to heal rapidly. His battered and broken wing growing new feathers and healing itself as well. The pain he felt began to fade as the healing aura from the Elements brought him back from the brink of death itself. A silent tear fell from his eye as hey lay there.

"After all I have done, After all the things I have said, They still care for me enough to save my life." He thought to himself as he began to fall asleep.

Morning arrived with many chirping birds and happy ponies running through the castle. Midnight felt the heat of the sun slowly warming his black coat as he lay quietly in bed.

"Ugh....... Is it morning already?" Midnight groaned as he awoke from being warmed by the suns rays. He lifted his head giving a yawn as he looked around the room. After a few seconds he realized that he wasn't in Rarity's boutique, or the Library, and quickly stood making his way to the window.

After a few seconds of looking out the window he finally realized where he was. "Why am I in the castle?" He spoke softly to himself. After a few moments sitting in front of the window a knock resounded at the door. Without looking to it he spoke.

"Come in."

Several sets of hoof beats could be heard as ponies piled into the room. Midnights vision never left the window as he sat there in thought.

"Well aintcha gunna welcome us in?" Applejack spoke walking up to Midnights side and giving him a nudge.

Midnight turned quickly looking to AJ then snapping himself around further to see the rest of the girls, Luna and Celestia.

Without thinking he teleported to Celestia wrapping his hooves around her. A silent tear fell from his face. He wept quietly as the others came up to them also wrapping them into a group hug.

A short time later they finally broke the hug, Midnight pulling back from the group.

"Tia, I have no words to express how sorry I am for what I have done. I have said and done many terrible things. Why everyone of you saved me is beyond my comprehension. When I was laying there wounded and dieing, The thought of me having killed not only others, but Celestia and my foal. I just couldn't take it. I-I dont remember what happened from there but I felt a huge rush of magic escape me. Then you...." He looked to Celestia "You were walking toward me. Like nothing had happened at all. I felt at peace. Like I had lost something, but gained even more. What happened exactly?"

After a moment Celestia filled him on on everything that had happened. The girls filling in other spots from the moment he was hit by the poison joke to the point when he started to act strange toward them.

He sat there remembering all of the events that unfolded from that moment on.

"But............ Why did everyone save me?" He asked looking to them all.

"Because we love you silly." Pinkie Pie chirped happily bouncing toward him giving him a hug.

"That's right." Applejack trotted over joining the hug.

"I don't think you can get rid of us that easy." Twilight smiled as she joined in.

"Definately." Rainbow Dash flew over bowling them over.

"But don't you ever do that again mister." Fluttershy spoke out in a stern yet gentle tone jumping onto the pile and looking Midnight in the eyes. Midnight gave a whimper nodding to Fluttershy.

"Alright girls, let us give him some breathing room. We have much to discuss." Celestia smiled catching everyponies attention.

The girls quietly left the room as Celestia and Luna took a seat. Midnight felt a lump crawl into his throat as the door shut behind the girls.

31. Magical strength and walking home.

Celestia sat quietly next to Luna, Midnight across from them in the bedroom he had awoken in.

"Midnight." Celestia began catching his attention. "Although you had previously done considerable damage before today, please know that it will not be held against you. You risked your very life to bring not only me back from the dead. But also any and everypony else that happen to fall victim to your........ episode. However. The spell you cast before to save them all was a forbidden spell. The fact that your still alive is puzzling. You life should have ended from that spell." She spoke as she looked at him with a questionable look.

"Well, Tia, I am quit different from the others. I'm not sure if you are fully aware about this but, I don't require anything to cast spells like others do." Midnight gave a sheepish smile.

"What does thou mean?" Luna interjected.

"Well from what Twilight has told me, Some spells require ingredients to cast them properly. I didn't know that and just cast the spells anyway. All of them have come about different without the ingredients yes, but they still came out alright in the end."

Celestia gave a questioning look toward what Midnight was talking about. "I guess that would explain how each of the elements besides the Pegasus received wings that weren't made from gossamer and morning dew."

"OH! I didnt noticed if the girls still had there wings or not. Did my spell stay on them?" Midnight smiled remembering the spell he had cast on four of his friends.

"The spell continues to hold. It has been only around a day since you had cast it. You will be happy to know that although your spell is strange, there will be no permanent effects to the hosts. My student and the others will return to normal after a few days time." Celestia smiled.

"OH thank God!" Midnight fell over in a heap shocking the two before him.

"Midnight?!" Celestia began but Midnight lifted a hoof to silence her.

"I'm fine. I just feel a lot better knowing that I didn't screw up and cause my friends any permanent grief."

Luna gave a light chuckle as she stood. "Thou has no worries, Twilight and the others have had quite a bit of fun with thy gift." She smiled as she walked over to the balcony opening the glass doors and stepping out. Midnight followed with Celestia at his side. Upon reaching the balcony he stood there in shock for a moment, then smiled as he watched all six of the elements flying around outside.

"I'm glad that they like their wings. I would hate for them to be permenent and the girls have to endure the same thing I have had to endure." Midnight gave a saddened smile as he lowered his head slightly.

"I understand where you are coming from Midnight dear. Know this though, Your spells may be cast differently and hold similar effects, But i doubt that they would stay permanent on any ponies." Celestia smiled givin him a gentle nuzzle.

"Well, only time will tell for now. I'm just glad........" He trailed off as he heard a loud scream from above. He looked to see Twilight falling from the sky, feathers detaching from her wings at a rapid pace as she plummeted to the ground.

Without a second thought Midnight jumped from the balcony teleporting to under Twilight as she fell. He caught her with time to spare as he landed in the castles garden. The rest of the girls as well as Luna and Celestia landed near them coming up to their side.

"What happened?" Celestia spoke in shock as Midnight set Twilight down. The rest of her feathers falling and disappearing into thin air.

"My wings vanished while I was flying. I didnt expect the spell to wear off so quickly." Twilight spoke as she looked at her back where the wings had been.

"Well if yer wings vanished, then that means....." Applejack stopped as she looked back seeing feathers fall from her wings. She gave a sigh seeing them slowly disappear. Pinkie Pie bounded up sending feathers all around her.

"Weeeeeeee, that was fun, can we do that again?" Pinkie laughed shaking off the rest of the feathers.

Rarity shed a tear watching her wings slowly disappear as well. "Well, I am sure it is for the best after all. I wouldn't mind having those beautiful wings again sometime soon." She nuzzled up against Midnight smiling. He lowered his head giving her a gentle kiss.

Celestia smiled at Rarity and Midnight. "Midnight dear, If you are feeling better, you may leave. I see no reason for me to keep you here if you wish to go."

"Thanks Tia. I'll come back when I can to see how much our little bump is growing. If you need me before then send Twilight a letter. I'm sure she can find me quickly." Midnight smiled walking aver to Celestia and giving her a gentle nuzzle.

"Well girls, what should we do?" Midnight looked back to the group but stopped upon hearing his stomach growl loudly.

"I think some lunch is in order." Twilight laughed causing the others to giggle.

After grabbing some lunch Midnight and the six made way back toward Ponyville. RD and Fluttershy flew back ahead of them as the rest stayed behind with Midnight. They had decided to walk back. It would take several hours but it would give them plenty of time to chat.

"So you girls aren't angry with me?" Midnight asked as his head lowered in shame.

"Of course not darling, It wasn't you who did all of those terrible things, it was the poison jokes fault. Rarity spoke reassuringly.

"That's right. Don't you fret none big guy. Although you said a few nasty things, none'o us will think differently about ya." AJ smiled giving Midnight a playful nudge.

"Heh, thanks girls. I still feel awful though about saying all of what I did. If any of you ever need anything, don't hesitate to ask. I am at your beck and call." Midnight smiled.

Twilight gave a small giggle catching his attention.

"I have a feeling I am going to regret those words." Midnight chuckle looking back to see Twilight put on an innocent smile while looking away.

The girls all giggled at his expense as Twilight trotted up beside him.

"Well I was wondering...." She began as Midnight gave a chuckle "Here we go." He laughed

"I was wondering if you wouldn't mind coming by the library. Ive been reading a lot of the books you donated and have some questions about some of them." Twilight smirked.

"That's cool Twi, I don't having any plans so I can come by anytime." Midnight smiled.

"Actually." Rarity trailed off catching everyponies attention.

Midnight looked to her as she continued.

"My parents are coming in and they don't know about us yet darling. I would oh so love to introduce you to them." Rarity cooed nuzzling up to Midnight.

"When are they coming in?" Midnight asked nuzzling Rarity's horn causing her to blush.

"They are actually in Ponyville already. They decided to drop in and pick up Sweetiebelle for winter vacation from school. She will be gone for two weeks." Rarity smiled giving Midnight bedroom eyes.

"Heh heh. I think your in for a might hoof full Night." AJ laughed.

Twilight giggled causing Pinkie to laugh as well. Rarity just blushed heavily at the comment nuzzling into Midnight further.

"Let's get home before I die from embarrassment." Midnight chuckle causing the others to burst out laughing.

32. Meeting the parents with a side of TERROR!

The group had finally arrived in Ponyville and gone their separate ways. Midnight followed Rarity to the boutique, shrinking a little to go inside as he has done many times before. Upon entering Rarity quickly turned to Midnight pressing a hoof to his mouth. His eye went wide for a moment as she pointed to the kitchen. Her fathers Hawaiian style shirt could be seen from the chair he sat in. Midnight looked back to Rarity as she motioned for him to go upstairs. He gave a nod and made his way upstairs. He sat silently at the top listening to everyone downstairs.

Rarity made her way into the kitchen to see her mother making a small lunch for them and Sweetiebelle.

"Mother, Father, how good to see you again." Rarity piped up catching their attentions, They immediately came over hugging Rarity.

"Oh ya, we just got into Ponyville about an hour ago don'tcha know." Rarity's mother smiled as she finished fixing lunch and prepared the plates.

"Yea, we're going ta be goin on a cruise and thought Sweetiebelle might enjoy the ocean. She's not had as many lavish experiences as you had when you were young dear." Her father laughed patting her gently on the back.

"Oh that sounds wonderful. I'm sure Sweetie will just love the ocean." Rarity smiled

Just as she finished a series of thuds could be heard from the stair case.

(A minute ago)

Sweetiebelle thought she heard the front door open as she sat in her room upstairs. She went to the staircase seeing Midnight slowly climbing them while nodding back to Rarity. She smiled and decided to surprise her uncle when he came upstairs so she tip hoofed back to her room closing the door listening to the hoofsteps stop in the hall. She quietly opened to door peeking out to see Midnight sitting on his haunches at the top of the stairs looking down them, his ears trained forward.

Sweetiebelle giggle to herself as she slowly made her way out of her bedroom. tip hoofing as slowly as possible toward midnight. It had taken her almost two minutes to traverse the hallway to just behind Midnight. She took in a deep breath.

"HI UNCLE MIDNIGHT!" She screamed loudly, her little voice cracking as she finished. Midnight screamed in surprise loosing his footing or hoofing as it were and tumbled down the entire staircase landing on his back at the bottom.

Sweetiebelle rushed down the stairs to see if he was alright

Rarity with her mother and father rushed into the parlor of the boutique seeing Midnight upside down and dazed on the floor. Sweetiebelle rushed down gently poking Midnights face with her hoof.

"Uncle Midnight, are you ok?" She shouted pushing his face in different directions.

Rarity, her mother and father stiffened at the word Uncle. Rarity slowly turned her head to see her parents expressions. Her father looked at the large black Alicorn mouthing words but no sound came out. Her mother began to cry and wrapped her in a tight hug.

Midnight finally found enough sense to speak. "It's alright everypony! I'm OK!" He shouted thrusting a hoof into the air then went out like a light.

XXX

Midnight awoke to seeing a teary eyed mare sitting in front of him. He gasped for a second stiffening up. He looked to see Rarity talking to what Midnight could guess, to be her father. His attention was brought back to the mare in front of him as she wrapped him in a hug crying into his chest. Midnight was unsure how to act. Luckily Rarity noticed and quickly made way over to them prying her mother loose from Midnight. She pulled Midnight upright so that he was sitting comfortably while her mother and father took a seat across from them with Sweetiebelle.

"So then there, I take it from hearing Sweetie here calling you Uncle that you've asked Rarity to be your mare?" Rarity's father asked. (We will just call him pops from this point out, and Raritys mother mom)

Midnight gave a slight chuckle. "That would be correct sir."
Mom piped in. "When did you two exactly meet, and where?"

"Well, I would rather Rarity explain that to you. Im sure she could explain things better in that area than I could." Midnight laughed.

Rarity smiled giving Midnight a nuzzle as she was about to begin.

"He's an ALIEN!" Sweetiebelle shouted with a big smile jumping over to Midnight hugging him. Rarity fell over in shock. Mon and Pops couldn't help but laugh at Sweetiebelles comment but slowly stopped laughing seeing Rarity and Midnights expressions.

"Sweetiebelle, You were joking right?" Pops asked looking to her.

"Mother, father, this will take a few minutes to explain." Rarity spoke up finally.

After a quick explanation and a cup of tea later all was well, sorta.

"So yer really from another world?" Pops asked looking him over.

"Yup."

"And you were once a human but Rarity's friend turned ya into a pony." he continued.

"Yup."

"And ya plan on taking care of mah daughter for the rest of her life?"

"Yup."

"That's all I need ta hear, welcome to family my boy." Pops smiled pulling Midnight into a tight bear hug.

"Just remember one thing, If ya ever hurt my daughter, Not even Celestia herself can hide ya from me." Pops spoke with an icy tone that made Midnight shiver in fear.

Pops pulled away with a smile then trotted outside where Sweetiebelle and Mom was waiting. Rarity and Midnight walked to see them off as they entered a cab.

"We should be back in a couple weeks don'tcha know, you two have fuuuuuuun." Mom smiled giving a wink to the two lovebirds. Pops smiled pointing a hoof at Midnight while running the other hoof across his neck as if in a cutting motion.

After they were out of sight Midnight fell over. Rarity looking back to him.

"Whats wrong darling?" Rarity asked looking at him.

"Your father hate my guts. Cant blame him though. All fathers are like that toward their daughters boyfriends." He laughed nervously getting back up. Rarity laughed causing him to cringe a little.

"Oh don't worry about Daddy, He is a big softie at heart, He wouldn't hurt a fly."

"I don't know about that. He seemed pretty serious." he groaned

"Oh stop that, If Daddy does say anything i'll take care of everything, But for now since they are gone." Rarity smiled standing up on her back legs and wrapping her arms around Midnight giving him a passionate kiss. Only breaking it to finish her sentence. "Why don't we have a little fun?" She giggled. Midnight gave a sly smile as he was led into the next room behind Rarity.

33. Pin cushions and whores

"Rarity." Midnight spoke looking into her eyes.

"Yes darling." She cooed giving him a sweet kiss on the lips.

"This isnt the fun I was thinking of." He frowned standing there as Rarity began pinning up a part of the dress she was making while it was attached to Midnight.

"I know, But I can now say that I can sweet talk an Alicorn." She giggled kissing him again.

"Your just lucky to have a willing, living, pincushion that can change his appearance and size at will to be the perfect duplicate of any and every pony in Equestria. PLUS have a magical shield that is thin so you can poke and prod without hurting him." Midnight laughed as he watched Rarity work quickly stabbing pins all over the place on the dress.

"That is one plus to having the only Alicorn male in the entire world as my fiance. That and you do look rather cute as a mare." She giggle giving his flank a smack.

Midnight laughed in a feminine voice. "Is that why you keep kissing me."

Rarity stopped, sputtering to try and make an excuse only to make him laugh harder.

"Oh hush you, Or you wont be getting any desert later." She smiled giving him a wink.

"After this little 'treat' I wonder what desert will beeeEEEEEEEEEEE!?" He began but stiffened up as he felt a hoof brush against his loins. He looked back, his face flushed bright red. Rarity smiled blowing him a seductive kiss.

"Yes dear!" He announced stiffening up again making her laugh.

"So darling, two week's we will have together. What would you like to do?" Rarity smiled as she placed several more pins in place.

"I dunno, Maybe play dress up, act girly, do weird stuff." Midnight smirked causing Rarity to deadpan.

"Ugh, Honestly I haven't thought of anything besides spending time with you. I'm TERRIBLE at making plans for anything. I'm usually just spontaneous at doing things." He groaned.

Rarity giggled. "Sounds like you and Pinkie Pie may have hit it off better than me."

"Heh, no way! She is literally an unknown mass of energy. I bet if she were in my home world and we took a blood sample from her it could power the entire world for a year." He laughed causing Rarity to snort from laughing.

"She is a little ball of energy. More-so than any filly or colt in Ponyville. I have personally seen her outlast the Cutie Mark Crusaders in an endurance competition. That was the funniest thing I have ever seen. I don't know how the poor dear sleeps at night with that much energy." She laughed.

"Who knows, maybe she could be an Alicorn in disguise." Midnight laughed making the OoOOoOOOOoo sound AJ does.

Rarity laughed as she finished pinning the dress. "Ah! Finally finished." You can teleport now darling."

Midnight needed no further instructions as he teleported out of the dress and returning to his original form giving a shake.
"Wooooo! That was not pleasant." He laughed as his feathers fluffed out.

"Oh come now, it wasn't that bad was it?" Rarity gave a pouty lip looking at Midnight with big puppy dog eyes.

Midnight gave her a deadpan look. "Yes, by far the worst thing to ever happen to me." He remarked in a sarcastic tone.

They gave a small laugh then continued.

The bell above the door rang signalling someone had came in. Midnight turned walking to the front as he spoke Rarity's store quote.

"Welcome to Carousel Boutique, were everything is sheek, unique, and magnifique. How can we help you today?" He smiled.

"Oh my, so the rumors are true." Sapphire Shores squealed happily.

"Beg pardon ma'am?" Midnight cocked an eyebrow.

"Oh please, call me Sapphire!" She smiled walking up to the counter Midnight was now behind.

He smiled, "Alright then Sapphire. How can I help you today?"

"OOOoooooo Hearing you say my name just gives me goosebumps all over!" She squealed again giving him a seductive look.

"Well I'm glad I can please you Sapphire, Now is there anything I can help you with?" He smiled again, this time the smile feeling a little forced.

"Oh darling, Who was at the door.?" Rarity chirped.

Midnight walked to the rear door to the room were Rarity was working in the other room. "A nice pony by the name of Sapphire is here. (she seems to be flirting with me)" He whispered the last part.

Rarity's eyes went wide as she heard the name Sapphire. She only knew one pony with that name and she was the pony of pop. Thee Sapphire Shores. Rarity made her way calmly past Midnight who went into the back room where Rarity had just came out of, so he could pick up the mess of cloth and seamstress materials that had been flung about. Sapphire moved slightly in the main room with Rarity so she could keep an eye on the Alicorn.

"Sapphire darling, so good to see you again. Have you come by to get a few new costumes for your next tour?" Rarity smiled in hope.

""Not today dear, I'm just checking on a rumor that I happened across in Manehatten during my recent tour. I heard a new Alicorn had appeared suddenly and that it was a stallion unlike the princess, and I Must say I am thrilled to see that the rumors are true!" She smiled watching through the door at Midnight's flank as he picked up items.

"Yeeees, well. He is a sight isn't he? But there is one problem about that rumor." Rarity spoke in an annoyed tone seeing Sapphire oogling Midnight's flank.

"And what might that be my dear?" Sapphire smiled almost falling over trying to watch Midnight as he went out of view.

"The rumor failed to mention that he is engaged." Rarity smirked causing Sapphire to fall over surprised.

"Well, that was rather quick, I didn't expect the only male Alicorn to become engaged that quick upon being seen by the masses. Ah well. There is always temptation to try and draw him out." Sapphire giggled getting back to her feet.

Rarity now fuming and trying to keep her composure forced a smile. "So you would go and try to steal him away from his fiance?"

"Well of course darling, I am a mare afterall, If you hadn't noticed, the stallion to mare ratio is quite small. Finding the only male Alicorn in the world is beyond hitting the jackpot. Its like becoming the ruler of everything in existence. To have that Alicorn as my special somepony would be the ultimate prize." Sapphire smiled widely thinking of the possibility of her and Midnight together.

Rarity watched her looking up into nothingness giving a dreamy look. She was undoubtedly thinking about her and Midnight being together, and it was eating Rarity up.

"Oh darling." Rarity called to Midnight in the next room.

"Yes?"

"Could you come here for a moment please?" Rarity chirped.

Midnight walked into the main room of the boutique giving Rarity a nuzzle. "Whats up?" He smiled looking between the two mares causing Sapphire to freeze temporarily.

"Oh nothing dear, I just wanted to introduce you properly to a friend of mine, This is Sapphire Shores, The pony of Pop." Rarity smiled looking to Sapphire who had a huge grin plastered across her face.

"It's nice to meet you Sapphire. I'm Midnight Flame, and you've already met my fiance Rarity." He smiled causing Sapphires smile to shatter.

"W-what? R-rarity is your fiance?" Sapphire's eyes went to pinpoints looking at the ivory pony before her who had a devious grin across her face.

"Well then, I'm glad to have met you Midnight, I guess I had better be going Rarity. I'll give you a call when I'm in need of some new costumes for my next tour." Sapphire smiled nervously as she made her way out of the boutique.

Rarity gave a snort as Sapphire left. "Bitch!"

"Rarity?" Midnight gave her a questioning look.

"You! Bed! NOW!" Rarity snapped causing Midnight to back peddle.

"What? Why?"

"Because somepony needs to know how much I love them and also needs to know which other ponies he is allowed to have fun with." Rarity grinned.

Midnight smiled as he made his way upstairs, Rarity Made her way behind him after turning around the open sign and locking the door.

34. A step into the looking glass

It was around noon, the sun was out behind a few clouds in the sky trying to force some sunshine through to brighten the room Twilight was in while reading. She had picked up a fiction book that Midnight had donated to the library. The books name was 'The alchemyst {The secrets of the immortal Nicholas Flamel}' She had noticed that the authors name was Michael Scott and remembered that the book was eerily familiar to another author by a similar name Michael Trott. His book's name though was 'The spellyst' She pulled that book from a shelf and began cross referencing the books. After a few hours she had made an eery discovery. The books were almost identical. The only difference was in the spells cast, how they were cast, and the characters names, and city names.

Twilight sat there thinking for a few minutes until she began to dig through more of the fiction Midnight had given her. She found a few books that sounded familiar to her and found the pony version's of the books within minutes.

"This is kind of creepy, how can some of these books be so similar to ours?" She questioned looking at the books side by side. "I'm going to have to talk to Midnight about this." She grumbled heading out the door.

Twilight had arrived at Rarity's boutique to see the closed sign on the door. "That's odd, she should be open right now." Twilight mumbled as she knocked on the door.

After a minute noone answered so she knocked a little louder this time.

"Twilight, whatsup?" Midnight shouted from a window about fifteen feet up, his head poking out looking down at her.

"Well I wanted to talk to you about some of the books you donated to the library?" Twilight trailed of as Midnight suddenly ducked back into the room laughing loudly. Twilight listened at the unfolding events upstairs.

"Come to MAMA!" Rarity shouted tackling Midnight to the floor.

Twilight's face flushed a bright red as some shuffling could be heard, then some giggling, then some sexy noises.

Twilight was about to turn around when Midnight popped his head back through the window.

"Um Twi, I'm kinda busy right now. I'll come by the library sometime later to talk to you about the books alright?" Midnight chuckled until Rarity shouted at him.

"Get back in here and fuck me like you MEAN IT!"

Twilight's face burst into flames from burning so hot at the comment Rarity made. "O-ok, no rush Night." She spoke as if broken.

Midnight disappeared back through the window as Twilight began to walk away, she stopped for a moment when she heard Rarity through the still open window.

"Mama's coming!"

Twilight gasped using her magic to shut the window and ran as fast as she could back to the library.

Midnight arrived at the library a couple hours later. He walked in seeing Spike placing books on the shelves as Twilight was between two stacks of books.

"Hey Twi, Now what did you want to know about those books?" He asked taking a seat across from her.

Twilight's face flushed a bright red as she spoke.

"Well, uh......." she began but trailed off.

"Yes Twilight." Midnight smiled

"Huh?" she asked confused.

"Yes Rarity and I were having sex when you came by the boutique." He smirked causing her to flush a brighter red.

"Just so we can clear the air, there is absolutely nothing to be embarrassed about. You may have heard a few things and I'm sorry for that, but the truth is every couple has a little fun when they can." He smiled at Twilight who just sat there shocked.

"Uh..... do I need to come back later?" Midnight asked nodding to the door.

"Huh? NO! No please stay, I'm sorry, it's just that I never knew anypony to be so at ease with talking about....... well........ sex." Twilight smiled looking away sheepishly.

"Well, that's the problem. Talking about sex or making love is hard for some. Others just don't care to talk about it. I'm one of the others." Midnight laughed causing Twilight to cock an eyebrow at him.

"I thought those two were the same thing." Twilight smirked.

"Nope, two entirely different things." Midnight smiled.

"Explain." Twilight smiled pulling her forhooves up to her chin resting it on them. Her attention on Midnight.

"Well, Making love is having sex with the mare or stallion you are in love with. Having sex is just something you can have with anypony that you don't really have any feelings for that aren't sexually related.. Making love is a special time between two lovers, although they can have sex as well, That's what you heard earlier." Midnight chuckled causing Twilight to hide her face as she blushed.

"That sounds like pretty much the same thing to me." Twilight remarked.

"Well it is the same in retrospect, however If your just horny and want to get off, all you have to do is find another willing party to help with that. Making love takes time between two beings who love each other. Its far more thrilling and intimate." Midnight smirked.

Twilight thought for a moment pulling a book from a nearby shelf. She opened it and began to read but the book quickly vanished reappearing in front of Midnight.

"Making love and having sex for dummies." Midnight spoke as he read the title. "Seriously Twilight?" He looked at Twilight who was burning red at this point.

Midnight's horn glowed as magic flew from its tip hitting the book, stopping after a few second. Midnight placed the book in front of Twilight who gave him a questioning look. Midnight began to chuckle then fell over laughing.

"Night? Whats so funny?" Twilight asked coming over to his side.

"Holy crap! HAHAHAHA Twilight, HAAAAhaha, That book is so full of crap. HAHAHAAAA." Midnight managed to get out.

Twilight was taken aback by this for more reasons than one. She looked at the book then to the laughing Midnight.

"What are you talking about, you didn't even read the book." She grumbled

"Heheee No I didn't read it, I scanned its contents with my magic, I basically hehehehe copied the book into my memory so I would know how t talk to you about all of this."

"Wait, your telling me you can simply scan a book with magic into your memory?" Twilight gasped in awe.

"Heh, yea. Cant you?" He asked watching her shake her head.

"It isn't possible, If I could do that then I would have every book in Equestria engraved into my brain. Please tell me how to do that." Twilight said pleadingly as she trotted in place eagerly awaiting a response.

"I can give you that ability, but I have to warn you my dear, Once you scan a book, it will stay with you forever. Not to mention you can only scan five books a day. Anymore and you will get severe migraines or headaches. Once you feel a headache coming on you need to stop and wait until the next day. You could seriously hurt yourself. One other thing. It's not as fun as just reading." Midnight's smile faded as he spoke, his tone becoming serious.

Twilight nodded giving a soft smile. "I'm willing to accept a little pain for a lot of knowledge."

"Alright then, let's get started." He smiled as his horn began to glow then stopped.

"Whats wrong?" Asked Twilight looking at him concerned.

"I just realized, I have no idea how to tell you how to do that spell." He laughed

"Well, I do know a spell that will let me into your mind, It would also let you and I both explore your mind." She smiled.

"Well, I don't like the idea of anyone, even a friend running around in my head............." He trailed off looking at Twilight who was giving him a very sad puppy dog look.

"Ugh! Fine! How does this work?" He groaned facehoofing.

"Just sit there and relax." Twilight smiled as she scooted closer pressing her now glowing horn to Midnights.

In a flash of light they were standing in a long hallway about ten feet wide from side to side. Doors adorning the entire length of the hallway. They looked in each direction seeing that there was no end either way.

"What the hell is this about?" Midnight asked confused.

"These doors show you your memories and experiences. When you open a door anypony that is here with you will relearn everything that you experienced in that specific category." Twilight smiled.

"Hmm, I wonder where the Magic spells door is?" Midnight asked.

A Loud click could be heard as one side of the hall began to move. All of the doors began to slide quickly in a single direction as the other side stayed in position.

"What the hell?!" Midnight yelled as the sliding wall came to a stop in front of him. The door read, 'Magic Spells.'

"Well that was easier than looking for the door." Twilight laughed as she walked up to the door but stopped seeing a large number above the door. It was at roughly ten thousand and the numbers kept going up ever so slowly. Sometimes moving quickly then slower.

"Whats up with the number?" Midnight asked coming up to Twilight's side, After a few seconds with no answer he looked down to see her mouth agape while staring at the number.

"Twi?"

Twilight shook herself back to reality as she began.

"That number signifies how many spells you know. It shouldn't be moving at all though. It only moves when you learn a new spell, and judging by the revolving numbers your learning spells without even reading about them, How is that even possible?" She asked rubbing her temples in frustration.

"Well, I think about different spells all the time. You know, what I can do with magic and what it's uses could be adapted to?" He smiled but stopped as a whirring sound came from the numbers as they sped up then slowed down again. The number jumped by five hundred. Twilight turned her head to Midnight her mouth agape again.

"You just learned five hundreds spells in less than a second." She growled giving a snort.

"Heh..... sorry?" Midnight smiled nervously.

"Anyway, lets open this door so i can learn these spells." Her attitude changed quickly as she walked up to the door opening it. Upon opening it a flood of information rushed out and around the two. After a few second the door shut on its own as they stood there stunned.

"Wow, what a rush." Twilight smiled on wobbly legs.

"Ugh! Yeah, fun times. Can we get out of here now?" Midnight groaned.

XXX

A flash of light and sudden plane shift later, the two ponies were back in reality.

"Ow! My head feels like its splitting. Is that normal?" Midnight groaned rubbing his head with a hoof.

"Not normally no, but since you are an Alicorn and a previous human, I wouldn't expect many side effects from my spell. Anyway, lets see if I learned that spell to scan books." Twilight smiled pulling a book from the shelf and placing it in front of her. Her horn began to glow sending out a small wave over the book, after another few seconds it stopped and she opened her eyes smiling widely.

"Wow. That was.........." Twilight trailed off.

"Beyond words?" Midnight smirked

"Yes, Exactly." Twilight giggled.

"So tell me, what exactly did you want to talk to me about in regards to the books i donated?"

"Oh, I totally forgot about that! I wanted to show you that some of your books look almost identical to the books that were already here in Equestria. The plot and storyline, everything is the same with these books, the only difference is the names of the characters, authors and places. It's very strange." Twilight scratched her head with a hoof looking at some of the books.

"Heh, maybe your world is just another representation of my world." Midnight laughed for a second until her noticed Twilight's eyes light up.

"Oh my goodness!!!! You're a genius!" Twilight smiled bounding over and kissing him then rushing into the other room.

Midnight sat there in shock for a moment. "Uh..... Thanks?"

Twilight smiled happily as she came back with an old dusty book almost as big as she is. Levitating it she plopped it down in front of Midnight then took a seat beside him opening the book.

"This book is almost two thousand years old. It tells about alternate planes of reality and other planets that were visited by my ancestors. Many of them spoke of how some worlds are like our own but at the same time different. I would take a guess that your world is just a mirror of mine. Except for, you know......... ponies and humans." Twilight smiled gesturing in the air with her hooves.

"Sound like a plausible theory. We should look into this further." Midnight smirked causing Twilight to smile.

"Spike, could you bring us some tea please?" Twilight shouted only to hear silence.

"Spike?"

"I guess, he left. Oh well. I'll go fix us some." Twilight smiled as she headed toward the kitchen.

A few minutes passed while Twilight had heated some water and made the tea, grabbing a few snacks while she was there. She made way back to Midnight gasping at what she saw next. He had around twenty books floating around him while the big book from earlier was in front of him, Several scrolls floating and being written on at once.

"M-midnight? What's going on?" She spoke in a startled tone as she placed the tea and cookies beside him.

"Hmm? Oh just making some notes about inter dimensional theory and travel. Nothing to robust." He smiled taking a sip of the tea. "Bleh, needs some sugar." He laughed tossing a couple sugar cubes into it stirring it with a spoon.

Twilight sat there watching Midnight work feverishly with the books. Ever so often he would scan a book and place it down to grab another. In total he scanned eight books. Twilight became worried seeing the strain on his face.

"Didn't you tell me to only scan 5 books a day max." She chuckled.

"Yea, but If I take a break between scans the strain isn't to bad. Wooooo I need a break." He sighed.

"How about we go grab a bite to eat? My treat." Midnight smiled setting the books down and giving a little stretch.

"Sounds good to me, Tea and cookies aren't to filling." Twilight giggled as they headed out the door.

35. Bookworms and dreams

Midnight and Twilight made way to the local diner, quickly finding a seat in the far corner away from prying eyes. Even though Midnight didn't consider himself royalty, Being the only male Alicorn alive had other ponies thinking differently.

"So Night, what was with all the research earlier while I was making tea?" Twilight asked as she looked through the menu.

"Nothing really. I've always been interested in science and related material but every time I read a book I could never fully grasp the information which usually meant me being stumped and having to locate all of the material again only to forget again." He laughed.

"A never ending cycle?" Twilight smirked causing Midnight to point a hoof at her.

"Precisely." he laughed. "But now that I have a photographic memory, I can do all the research I want now and actually move forward with my prior plans from when I was on earth."

Twilight cocked her head confused as to what he meant before asking. "So what were your big plans before being sucked into this world?"

"Well, I had always thought that inter-dimensional travel would be possible. Or even wormholes that would be a short distance from one part of the universe to another. There were so many things that I thought about that I never truly picked one specific thing to plan about. You could say its multiple plans rolled into one."

Twilight thought for a moment as to what Midnight was speaking about. "But inter-dimensional travel is possible with magic. Even teleporting massive distances to alternate planets and such are all possible with the right spell and right amount of magic."

Midnight smiled. "To true, but technology was what I was referring to. Not magic. However you forget the variables that coincide with that travel. What if the place you travel to does not have the same atmosphere as your home world? What if gravity is stronger or lighter? What if all the food was poisonous to you but not the local people? There are literally countless variables that could come into play that could not only end your life, but also enhance it. I don't know if you realize it or not, but when I was brought here. If your planets atmosphere was different than mine, I would not have survived beyond a couple minutes, if that."

Twilight finally realized what Midnight was referring to. "Then that means our planets are linked in some way, The literature is one big clue. But, what if our worlds have other similarities?"

"I thought you'd never say that." Midnight smiled summoning a map of the world Equestria was part of, Then a map of his home planet, Earth.

"Take a look. If you look at just the shape of the continents, you will noticed something eerily familiar." He smiled

Twilight's eyes went wide seeing the shape of the lands. "They are almost identical. Despite a few missing land masses and a few misshapen continents, they look almost identical."

"Yes exactly. Although I would love to attempt to build a device that could transport me back home so that I could potentially sale it and possibly remain there. I have to admit, this is my home now. Even though I do miss home I dare not return." Midnight lowered his gave tot he table.

"But why not?" Twilight asked rather stumped.

"Fear." He said as his eyes widened looking to Twilight.

"Fear? But whats to fear?" She smirked.

Midnight slumped forward placing his forehooves together His face and demeanor very serious.

"Imagine if technology or the use of those spells fell into the wrong hands or hooves. The beings involved may be from a dieing planet and out to find a new home....."

"But that wouldn't be so bad. I can see taking refugees from another planet into our own. I'm sure the princess can care......" She interrupted but was interrupted by Midnight.

"Billions?" he spoke, a hint of ice behind his voice.

"W-what?" Twilight spoke in a shaky voice.

"Millions, Billions, possibly even more. Or quite possibly a lot less. With how little food your planet is supplying, any refugees would cause mass starvation to the populace. There is also the probability of invaders looking for resources to plunder from a technologically deficient world. From what I have seen so far, this world is similar to my world roughly a hundred years ago. But with the adaption of magic. Your world could defend itself from most of the invaders."

"T-this is all to much. To think I have never thought of that is just, awful." Twilight rubbed her temples trying to think but the waitress had walked up.

"Are we ready to order?" Plum smiled to the two.

After placing there order they continued the conversation about parallel worlds, inter-dimensional travel, technology, physics, and countless other egghead material. There order had arrived within minutes of placing it and quickly consumed to continue the conversation.

"Honestly Midnight, I never thought you to be so well read." Twilight smiled dreamily at him. "And your theories, I've never heard of such a strange point of view on them. Or even thought about half of them. I think I'm going to be doing a lot more research in the near future." She giggled.

"Heh it's not all daffodils and daisies darlin. I can't shut my mind down when I go to sleep at night. Sometimes I stay up for days at a time just thinking about random stuff. I usually pass out after a few days, but the process repeats itself. Sometimes I can get to sleep, others I can't. It feels like a curse really, and its only been getting worse since I became an Alicorn. I think this is literally the fourth day I've been without sleep." He gave a tired smile as Twilight gave a shocked expression.

"But that can't be true. Just the other night when you stayed at the library you looked like you were asleep." She countered.

"Just resting my eyes. I don't usually fall asleep with my wings still folded Twi."

Twilight at that point remembered when Dash and Shy slept over at times, when they were asleep Dash usually snored but they both had limp wings while asleep. Fluttershy usually slept on her stomach while Dash was chaotic and random usually laying half way off of her bed or upside down on her head. Every time though her wings would be sprawled out.

"You know Night, I have a spell that could help you sleep, I could teach it to you and you could cast it on yourself. It would take effect within a couple minutes and you could still be awoken by an alarm clock or pony if needed. Other than that, it wouldn't last more than eight hours." She smiled. Midnight smiled at her as tears ran down his cheeks catching Twilight off guard.

"W-why are you crying?" she asked unsure as to how to handle the situation.

"I'm just so happy that you would do something like that for me. If I had known about this sooner I would have asked you to teach me." He smiled wiping away the tears.

"Well If you want, I'm sure Rarity wouldn't mind you sleeping over at the Library. The guest bed is still upstairs. With all the recent events I haven't had Spike move it back to storage in the basement." She smiled.

"That honestly sounds fantastic. You have any other plans tonight? Cause if not, I would LOVE to get to bed finally." He smirked.

"I don't have any plans. I'll just be reading a little downstairs after I cast the spell on you."

"Shall we go then?"

"Let's."

XXX

After making it back to the library Midnight and Twilight arrived upstairs. Midnight crawled onto the guest bed as Twilight readied the spell. She instructed Midnight on how to successfully use it with little concentration. He smiled resting his head onto the pillow and watched as Twilight cast the spell, her horn seemed to glow a light purple in Midnights eyes as he watched her, His vision began to blur slightly as his eyes felt heavy, slowly he finally fell asleep. Twilight smiled watching him finally go to sleep, his wings drooped slightly then fell limp to his sides. A light snore came from him as he slept. She smiled seeing how peaceful he was, then slowly made her way downstairs to read.

A couple hours passed as the time finally hit eleven PM. Twilight yawned as she closed her book heading upstairs. Spike had decided to stay with the Cutie Mark Crusaders at Sweet Apple acres for the night so Midnight and herself were alone in the library. She climbed the stairs to her room where Midnight was also sleeping in the spare bed. As she entered the room she couldn't help but smile watching Midnight laying on his back gently kicking the air as he dreamed. She came over to him pulling the covers up a little but stopped as she listened to him begin to talk.

"He talks in his sleep? That's strange." She giggled listening in.

"N-no............ Need to.............. get everyone............... to safety..................." Midnight mumbled as he slept.

"He must be having a nightmare. I should wake him." She said giving him a shake.

"Midnight, wake up, your having a nightmare." She spoke loudly as she shook the sleeping Alicorn.

Midnight kicked harder in his sleep as one of his wings sprung to life almost knocking Twilight to the side. She caught herself in time before the wing could throw her far. Using her magic she restrained Midnight to keep him from thrashing about.

"This isn't going to end well." She groaned shaking him harder and harder but his eyes never opened. "Dammit, I dread having to go into dreams at times. But I guess this is one time that will have to be done." She spoke as her horn began to glow, pressing it to Midnight's head as a flash of light shot through the room.

Author's Notes: The next chapter will be the dream sequence alone as Twilight works with Midnight to escape his dream.

36. Finding a way out, In more ways than one!

As the light faded Twilight found herself in a battlefield unlike any she has ever read about. The sky was scorched with thick smoke and bright flashes of light as explosions burst in the clouds and smoke. Loud buzzing could be heard from above as old planes from previous world wars flew across the sky. Loud whistling sounded off as the planes carpet bombed the ground below. Loud sirens went off signalling everyone to take cover. On the ground tons of humans and ponies alike were all battling and trying to also get away. Many were fighting one another while others helped each other out in finding safety. Twilight was in awe seeing the carnage that was playing in Midnights dream. Tears filled her eyes as she could see the bodies of many ponies strewn all around her. Some in piles reaching twenty feet high. Hundreds of human bodies littered the ground as well. adding to the mixture of death and destruction.

"Sweet Celestia! What is going on here?!" Twilight cried as she looked around trying to locate Midnight.

After a few seconds she was startled as she heard a loud whinny in the sky. She looked up to see Midnight racing through the sky followed by several jets, all shooting at him. She watched as he pulled a couple aerial maneuvers to get behind the jets quickly taking them out and sending them in a fiery blaze to the ground, each hitting a building and taking them down with them.

"MIDNIIIIIIIIGHT!" Twilight screamed catching his attention.

Midnight quickly landed grabbing Twilight with his magic and taking to the sky again, he raised a camouflage shield around them to deter any more attacks as he headed toward a hideout point.

"TWILIGHT!, I thought I told you to stay in the bunker, Your going to get yourself killed out here like the others did trying to help me. I cant loose you too. I'm taking you back and your going to stay there even if I have to put up a class ten barrier!" He snapped looking back at her with cold eyes.

"Midnight, Your drea...." She was cut off as an anti air missile exploded next to them sending them spiraling out of control.

"NO!" Midnight shouted as he grabbed onto Twilight with his magic and quickly regaining control of his flight. He leveled out as his horn glowed brightly locating the source of the missile.

"Let it rain!" He shouted as multiple fiery meteors fell from the sky at the target quickly destroying it.

"Midnight, you have to listen to me! Your dreaming!" Twilight shouted as she climbed up his back speaking into his ear.

As he listened he felt the world seem to shift but go back to what was happening.

"What are you talking about? This war has been going on for almost a month. I've been battling those damn invaders ever since they opened that damned rift and started coming through." He growled as he began to pick up speed toward the bunker.

"No you haven't Night, I cast a sleeping spell on you and your having this nightmare. You need to wake up but cant until this dream is over or you realize this isn't real." She shouted.

Midnight felt the world suddenly become fuzzy and slow as he watched it all move below him. Then before he could speak everything went black.

"What's going on?" He shouted in panic as the world reappeared as if time had stopped. He looked around seeing tracer rounds still in the air. missiles stopped cold in mid air. People and ponies halted in action.

He landed in a group of people and ponies fighting. Time suddenly unfroze but only for the living as they went from there stopped poses to a neutral stance, all looking at Midnight.

"W-what is this?" He spoke, now visibly shaking in fear.

"This is all a dream." The unified voices of every pony and human spoke in unison.

As if broken, the world around Midnight and Twilight began to crack like a piece of glass. Glass cracking and shattering could be heard all around as if pieces of this reality were now falling apart.

Twilight moved to in front of Midnight looking him in the eyes, her fore hooves holding his attention on her.

"Midnight! This is all a dream, once you realize that you can control it and wake up!" She began to cry watching mixed emotions play across Midnight's face.

"I-I don't know what to believe." He cried as he watched as time slowed, Every human began to raise their weapons to point them at Midnight and Twilight.

"No..........." Twilight whispered as the guns fired in slow motion. The bullets heading toward them. She gasped looking at Midnight who had a serene expression on his face, as if ready for death to take hold of him. She leaned forward crying as she pressed her lips to his. His expression went to shock as a bright light erupted from all around.

Twilight and Midnight awoke, eyes flying open as they looked into each others eyes. They slowly pulled apart from the kiss they were sharing.

"Twilight? What's going on?" Midnight spoke in a shaken voice.

"You were having a nightmare and I couldn't wake you, I had to enter your dream to........." She was cut off as Midnight pressed his lips to her's again. Although startled she gladly went with it. She pressed forward still kissing him as she climbed into bed with him. Her spell that once bound him now released. She lay down with him quietly, pulling the covers over them as she finds a comfortable spot. They broke the kiss, Twilight blushing profusely looking into his eyes.

"Night...... I....... I don't want to........" She stopped as he gave her a quick peck on the lips.

"It's fine, Just being here Is enough for me." He smiled pulling her close, his wings wrapping around them both. She gave a contented sigh as she buried her face into his chest. Her ear laying against him, hearing his heart beat. She lay there for a few minutes listening to his heart rate getting slower and slower. She smiled looking up to see him sleeping peacefully.

"Midnight............... what's going on in that head of yours?" She thought to herself as her horn began to glow again. Another bright flash faded as she appeared in Midnights mind. She looked around seeing that she was in the long hallway again. She looked around to locate Midnight but couldn't see him.

"Where is Midnight?" She asked quietly to herself.

*Click*
*Whirrrrrrrrrrrr*

Both sets of walls with doors began to slide quickly past her. It began to slow as it came to the end of the hallway. She looked up to the door seeing that it had a little cloud with Midnight as both a human and his new Alicorn self asleep as a picture on it.

She opened the door looking inside. All around her were countless book's stacked as high as she could see, the room seemed to have a non-existent ceiling. The room expanded out into a circular pattern connecting in the back wall roughly twenty yards in diameter. In the middle of the room was Midnight who was laying on a giant round pillow. His eyes were closed as a little cloud floated above his head not four feet from him. The cloud flickered lightly as if lightning coursed through it ever so often.

"I guess this is what ponies look like when they aren't dreaming while they are asleep." She giggled.

She walked over quietly to Midnight climbing up and onto the pillow with him. He stirred lightly reaching out with his forelegs and pulling her to his chest. She gave a slight giggle looking up to his sleeping face.

"Well I guess being snuggled twice in reality and in his mind is pleasant enough. Best not wake him." She smiled closing her eyes and releasing the spell.

Midnight awoke quietly, the morning sun shown brightly through the window, warming his frame under the covers. He yawned widely as he wiped the sleep from his eyes looking forward. He blinked a couple times trying to take in what he was seeing. After a minute of shaking in fright he screamed.

Twilight awoke with a fright as she heard her own voice screaming but wasn't the one who was doing the actual screaming. Both ponies jumped from the bed looking at each other in shock.

"Twilight?" Midnight spoke but it was Twilight's voice.

"Midnight?" She spoke but it was his voice.

They looked each other over for a moment taking in what they were seeing. Somehow................ they had switched bodies while asleep.

Author's Note: Heh heh. Hope you guys like cliffhangers. Cause now ya gotta wait a little bit for the next chapter. LOL I'm such a troll. Anyway, I hope you enjoyed this chapter because the next is going to be FUCKING EPIIIIIIIIC!!!!!@@##!@!@#!

37. The switch

Author's Note: Since Twilight and Midnight have switched bodies, they will now be refereed to as the opposite sex to keep things from getting to complicated. Also one other note, Quotation marks ( " ) indicate talking out loud, while an apostrophe ( ' ) Indicates mentally talking to themselves. Please don't confuse these in this chapter. Also, didn't feel like posting a blog signalling the early release of this chapter today because im just so tired. see you guys Tuesday.

"What the hell?!" Midnight shouted. He was now in Twilight's body, and Twilight was in his.

"Oh no! Noooononononono. This is bad, REALLY bad!" Twilight trotted in place in hysterics.

"You're telling me!" Midnight shouted back as she fell to her haunch's looking at his own body trotting in place.

"What are we going to do?" Twilight groaned falling to his haunches as well staring at her body across from him.

"Well I do know one thing." Midnight smirked.

"And what's that?"

"I'm going for a walk to clear my head, this has got to be the weirdest fucking thing that has ever happened to me." Midnight stood heading for the door but seized up falling over like a stone statue as Twilight pulled her back into the room.

"You aren't going anywhere until we figure out what in Equestria is going on here." Twilight growled releasing the spell.

Midnight shuddered as the spell was release, standing back up and giving Twilight an annoyed look.

"The best way for me to think is to take a walk and clear my head. Even though we must have switched bodies, I don't see any reason to hide from everyone. It's not like they can tell. Our voices have stayed the same. The only difference is our minds have switched. So the only way anyone could tell the difference between us is from the way we talk and act." Midnight gave a snort sitting down again crossing his arms pouting his lip.

Twilight gave a giggle looking at Midnight as he sat there in her body giving a grumpy demeanor. Midnight cocked an eyebrow looking at him.

"What's so funny?"

"Nothing, it's just, I never realized how cute I look when I'm upset." Twilight giggled again then stopped seeing the expression on Midnights face. He was smiling giving him bedroom eyes.

Midnight stood up walking toward Twilight.

"What are you doing?" Twilight began to back up nervously.

"Oh nothing, just wondering about something." She smiled as Twilight was now pressed against the wall, unable to back peddle any further. Midnight smiled pressing his small frame up to Twilight kissing his chest sweetly.

"WHAT ARE YOU DOING!?" Twilight shouted looking down at Midnight.

"Oh don't worry, Its not sex, It's masturbation, hahahaaaa." She began to laugh so hard she literally fell over.

Twilight snorted looking at him, falling back to his haunches, his head slightly lowered. "I am in NO MOOD for this right now!" Twilight said with a grump in his voice.

"That's not what I see." Midnight giggled covering her eyes with her hooves, quickly removing one and giving a smile looking down on Midnight's frame.

"Huh?" Twilight asked watching Midnights gaze, quickly finding the source. Twilight's member was now at attention between his legs, he began to sputter for a moment trying to find the words he was looking for but failed as he laid down to cover his embarrassment. Midnight was across from him laughing her ass off trying to catch her breath.

"You are eeeeeeevviiiiiiiiiiiiiillllllll!" Twilight spoke letting the last word linger.

Midnight finally calmed down after a few minutes, wiping away the tears streaming down her face from the laughing fit.

"Heheh ok, I'm good now. Heh, so anyway *snort* how in the hell did we end up like this?" Midnight continued to give a little giggle ever so often watching Twilight's expression change.

"I have no clue. It must have been from........................." Twilight stopped for a moment remembering last night.

"I'm waiting." Midnight smirked crossing her arms.

"Last night after we.... fell asleep, You looked so peaceful. I cast the memory spell on you to see if you were dreaming again. You weren't, but when I found you, You pulled me in bed with you even though you were asleep. I didn't want to wake you so I released the spell and woke up to you screaming at me."

Midnight gave a confused look then thought to himself. "Wait, was the place I was in like a library?"

Twilight nodded.

"Oh good grief!" Midnight groaned falling back onto a large pillow her legs in the air.

"What? What does that mean?!" He asked nervously.

"That room, it's my subconscious. It is the collected thought's in my head in a dormant form. Outside of that room they are all organized as rooms for each category they represent. Each book is a single experience, thought, skill or relatively a variety of other things that I cannot even begin to explain. When you went into that room and apparently bedded with me. You attached yourself to my subconscious. Since you were at that spot and released the spell, you linked yourself to me mentally, and when I awoke first, My mind thought that your body was the original host since when I was human, I had no magical power and thus I was weaker than you. So my body reverted to the weaker of the two bodies." She spoke to herself rubbing her chin with a hoof.

Twilight looked at Midnight for a moment in shock.

"Oh sweet Celestia, Does that mean we are stuck like this forever?" She began to panic.

"Well. Unless we can somehow do the same thing over again, I highly doubt it. But if we can then you will need to be outside of that room before releasing the spell again." He smiled.

"But what about the power level of each of us, won't that affect the transfer?" Twilight asked almost ready to cry.

"Well, not entirely. You see, since you are now more powerful than me, and I am in your body. Since my original form had no magic and you had magic..............." Midnight trailed off.

"Well?!" Twilight shouted.

"In all honesty, We may have a chance to return to our original bodies, or we might be stuck this way. Its a fifty fifty shot." Twilight groaned falling back into a pile of books.

"Well there is one plus side to this." Midnight chirped.

"Oh really?" Twilight groaned.

"Now we know what it is to be like the other for a while." She laughed

Twilight rolled over looking at Midnight. "Yep, your evil."

A short time had past since they awoke that morning, After some convincing and threatening to do naughty things to Twilight's body she finally caved and allowed Midnight to leave the Library. Of course with some terms in place though.

Twilight on the other hand decided to fly around for a while since she had not had real wings before, being in an Alicorns body was going to be a treat she wouldn't pass up.

Midnight smiled as she trotted around town, everypony oblivious as to who she actually was. "Alright, So now I can roam freely without Twilight breathing down my neck, What should I do?" Midnight thought to herself.

He looked around seeing ponies going about their business as usual during the day until a white hoof waved in front of her face. Midnight shook herself to attention seeing Rarity beside her, a concerned look on her face.

"Twilight darling? Are you ok?" Rarity asked.

"Yea, just trying to think of something to do." She smiled.

"Well why not come to the spa with me? Midnight took off yesterday after our little encounter saying that he was going to meet with you about something. He never came home last night. It makes me wonder if you two are having any fun since I have allowed him to have his fun." Rarity giggled thinking she could get a rise of embarrassment out of Twilight.

"Sure, lets go. As for Midnight, we spoke about some anomalies I found regarding the books he donated to the library. As for him and I doing anything, Sorry but it just hasn't happened yet." She smirked as they walked toward the spa.

"Yet darling? So you are working on getting a piece of his flank then?" Rarity giggled covering her mouth.

Midnight gasped for a moment. 'Dammit I'd better watch what I say around her, she may not be as smart as Twilight is, but when it comes to gossip she is a fucking GENIUS.'

"Well, I'm not really interested in him." Midnight spoke bluntly walking ahead of Rarity to the spa.

"Oh really? Why is that? He is only a Male Alicorn, that is super intelligent, a serious beefcake, caring, chivalrous, kind, Oh I could go on and on Twilight." Rarity swooned thinking of Midnight.

Midnight on the other hoof was letting what Rarity was saying feed his ego.

"So what about you? I know you've had your fun with him, as did Rainbow Dash. How is he?" Midnight smiled causing Rarity to back peddle a little.

"Twilight darling, are you feeling alright? You would never ask me such a question without at least blushing. Sex really isn't a subject you are prone to be, well............ smart in." Rarity gave a nervous smile.

"And why is that?" Midnight asked cocking an eyebrow.

"Because your a virgin darling. Inexperience is what your good at when it comes to finding a male to play with." Rarity smirked.

'Ah so that's why Twilight didn't want to go all the way the other night, Hell I bet that was the first time she has ever even laid in the same bed with a male.' Midnight chuckled to himself as they arrived at the spa.

Rarity and Midnight arrived at the spa, quickly going into the steam room and settling in.

"So darling, tell me all about whats has gone on with you this week." Rarity smiled already knowing the answer.

"Well, not much, just studying night and day, my normal boring routine." She spoke plainly thinking of how boring Twilight is.

"Oh you know that isn't what I meant. Tell me about what you and Midnight have been up to." She smiled widely.

"Well." Midnight began trying to think of what all they had done that week, unable to come up with a single story. "Other than him coming over the other night when I asked, nothing really." She shrugged.

"Oh come now darling, You told me just the other week that you wanted Midnight to come over so you could have some fun with him. I never thought of you being so bold and to finally have fun with a stallion for once. Even Fluttershy has beaten you to that point darling." Rarity giggled causing Midnight to gasp slightly.

"So am I the only one out of the six of us to still be a virgin?" Midnight asked, his mouth hung open at the thought.

"Actually, yes. All of our little group except you have done the deed darling." Rarity giggled.

Midnight face hoofed thinking of how pent up poor Twilight was all the time. That must be why she is always so grumpy.

"Ugh! I am so going to get her when I get back." Midnight mumbled to herself.

"What was that darling?" Rarity asked hearing Midnight mumble.

"Nothing, I just need to get back to the library, I just remembered something I need to get done asap." Midnight smiled as she stood making her way out of the room, taking a quick shower in one of the shower stalls then leaving the Spa.

Upon arriving at the library Midnight could hear some noises coming from upstairs. Spike wasn't around downstairs so he thought that Twilight and him were upstairs. Midnight grinned as he had planned on scaring the two, slowly making her way up the stairs. As he got closer to the room she listened in pressing an ear to the door.

"Oh YEA! That's the spot! Don't stop!" A female voice could be heard through the door.

Midnight pulled back her mouth hung open in shock. "There is NO WAY Twilight is doing what I think he is doing!"

Midnight was about to open the door when he heard a loud moan coming from inside the room.

'HOLY FUCK! TWILIGHT IS REALLY DOING IT!' Midnight thought to himself, He began to laugh but stopped as realization hit him. Twilight was still in his body, so who the fuck was he fucking? 'Oh that little shit, We agreed to a NO FUCKING anyone rule while we are like this. With her body still being a virgin I am SO going to get her for this!' He growled thinking to himself as he burst into the room. The two occupants shrieking in terror seeing Twilight's body coming through the door, but it was actually Midnight.

Midnight stopped for a moment as he looked at the two, A smile began to crack his scowl as it grew to a giggle, then a full blown laugh as he fell over crying.

"What the hay?" Twilight yelled as he looked at Midnight laughing on the floor.

"Holy Crap!, HAAAAAAAAAAAHAHAHAAA. You two really had me going." Midnight continued laughing as Twilight and Rainbow Dash sat up from the bed, obviously confused.

"What do you mean, Had you going?" RD asked with a cocked brow.

"I heard you two from downstairs, I had intentionally come up here to surprise you, but when I heard a loud moan coming from a mare I thought someone was in here having sex." Midnight busted out laughing again rolling around on the floor in tears.

"A-and, all I walked in on was this one here giving you a massage!" Midnight continued laughing until her face was soaked with tears.

RD and Twilight face hoofed. "I'll check ya later Night." RD smirked as she flew from the upstairs window to avoid anymore embarrassment.

Twilight walked over to Midnight who was still laughing on the floor and looked down to her.

"You know we agreed to the no sex rule before you left. Why do you think I would break that rule?" She groaned.

Midnight finally simmered down enough to talk again.

"Well considering all my body has to do is Stick its dick into something to have sex, I thought you wouldn't mind breaking that rule." He laughed causing Twilight's face to erupt in a blush that was hidden behind his black coat. Although Midnight could still tell because Twilight's fire mane turned pink.

"Well, anyway, I'm glad your curiosity is satisfied. Now what are you doing back here? I thought you were going out for a while." Twilight droned.

"Well I met up with Rarity and we went to the spa. She divulged a little information about you during our conversation that I wasn't aware of, But makes perfect sense now." Midnight grinned walking toward Twilight who tensed up.

"W-what are you talking about?" He back peddled falling onto the bed, Midnight quickly jumping onto the bed pinning him down. Midnight leaned down to Twilight's face smiling. He turned his head to the side closing his eyes as Midnight leaned to his ear. She smiled as she spoke one word letting it linger.

"Viiiirrrrrrrrrrrrrrrrrrrrrrrrrgiiiiiiiiiiiiiiiiiiiiiin." Midnight jumped off Twilight giving a chuckle as Twilight bolted upright, His flame mane now solid pink as he twiddled his forehooves.

"That's not funny." Twilight whined giving a pouty lip.

"Well, it is in a way. I can't believe your like, what, in your late teens, early twenties, and still haven't had sex? It's far easier for a female to find a partner to have fun with than a male." He smirked

"Well, I just haven't found my special somepony yet." Twilight grumped crossing his arms.

"Heh, You don't have to wait for that special someone in order to just have sex. Remember what I told you?"

Twilight thought back to their talk about sex blushing at it. "Yes, so?"

"When you find that special someone, wouldn't you want to know what to do before you two make love for the first time so that it won't be awkward. I mean sure, a guy love's to know that a girl waited for the right person to be with but damn! Being your age and still a virgin. Most guys would think that your just a tight ass that doesn't like having ANY fun." Midnight smirked causing Twilight to become visibly angry.

"I am NOT some tight flank that doesn't like to have any fun!" He stamped the floor in a huff. "I.......... Just like to keep to myself........... and read................ a lot." Twilight felt a pang in his heart from realizing how socially withdrawn he had become. He let a few tears fall from his face as his eyes fell to the floor.

"Hey, hey now, don't cry, I was just picking at you. I didn't mean to upset you." Midnight felt hurt at what she had just done, coming over and wrapping her hooves around Twilight's neck and pulling him into a hug.

"I'm sorry, I didn't mea....................." Midnight was cut short as Twilight pulled away.

"No you're right! I have been a tight flank all this time. To worried about my studies to have a positive social life, I never did find anypony to care for." She sobbed. "And nopony to care for me........." She spoke quietly looking away.

"Now that's not true." Midnight spoke up causing Twilight's attention to fall on him. "I have always cared for you since the moment we met and I got to know you. Your a probably the smartest being I have ever met. I don't know anyone who could hold a candle to you when it comes to intellect. Noone with the drive you have for learning. Noone to stand up for their friends like you do. You are by far the most awesome pony I have ever met." Midnight spoke as she walked closer toward Twilight.

Twilight gave a disheartened smile looking into Midnights eye's. "D-do you really mean that?" He asked.

"With all my heart. And don't you ever think differentlmmmmmmmMMMMM!" Midnight spoke but was cut off as Twilight pressed forward giving her a kiss. She stood there shocked eyes wide open until the kiss broke. Twilight pulled away smiling at her surprise.

"I'm sorry, did you not like that?" He shied away.

"It's not that, It was just, weird seeing my body move in to kiss, well, me!" Midnight laughed rubbing her hoof through her mane embarrassed.

Twilight gave a giggle at the comment. "Yea, it felt weird kissing myself as well."

They both sat there laughing quietly.

It was getting late and both Twilight and Midnight were getting tired. They had decided to do what they did the previous night upon Midnight falling asleep.

A spell later and they were both inside Midnight's head, Midnight was asleep on the large pillow in the library room in his subconscious. He looked normal in every way Except Twilight noticed an additional figure on the bed with him. It was herself, and she was asleep as well.

"What in the hay?" She asked as she walked quietly to the bedside gently nudging her duplicate.

Her duplicate awoke rubbing her eyes and looking at who woke her, The duplicate began to scream but was silenced with a hoof shoved into her mouth from the other Twilight.

"No screaming!" Twilight whispered nodding to Midnight. The duplicate looked over to Midnight sleeping then back to the other Twilight. She nodded and moved from the bed as Twilight removed her hoof.

(We will refer to the Twilight who was asleep as Twilight 2 and the one who awoke her Twilight one.)

"Whats going on here?" Twilight 2 asked looking at Twi 1.

After filling herself in on what had gone on Twi 2 spoke.

"So what do we do now?" Twi 2 asked.

"Well if all my assumptions are correct. All we will have to do is leave this room and break the spell. When you broke the spell before your subconscious overwrote Midnights in that room thereby switching bodies. When we break the spell this time, We should return to normal as long as we are outside of this room and in the long hallway." Twi 1 said smiling.

"Sound plausible to me. Lets do this." Twi 2 smiled as her horn glowed. Twi 1's horn began to glow as they both broke the spell at the same time.

Twilight awoke rubbing her eyes and giving a yawn, Morning had arrived quickly even though it felt like only a few minutes while inside Midnight's head. She looked over to see Midnight sleeping soundly in his original body. She looked down seeing her purple coat, quickly levitating a mirror to in front of her, she gave a contented smile seeing that she was back in her body as well.

"This has been one hell of a ride." She giggled plopping back into bed and immediately being snuggled by Midnight.

"Well, at least it wasn't all bad." She smiled giving his nose a kiss.

38. Playdates and Bullies.

Midnight awoke to the smell of pancakes and maple syrup, along with the tangent smell of burnt toast. After a moment off rubbing his eyes to wipe the sleep away he crawled out of bed making his way downstairs. As he walked past a mirror he noticed that he was back in his Alicorn body. Giving a smile he continued downstairs meeting Twilight in the kitchen who was just finishing placing the plates on the table and placing the pancakes in the center on a larger plate. Syrup and honey already at the centerpieces sides.

"Mornin." Midnight smiled to Twilight speaking more into his southern droll.

"Good morning, As I'm sure you're aware, we are back to normal." She giggled pulling up a seat to the table.

"Yep, Although I wouldn't have mind staying as you for another day." Midnight laughed levitating a few pancakes from the center of the table to his own empty plate.

"Oh really?" Twilight smirked. "And why is that?"

"Oh no reason." Midnight grinned.

"Well, I know you can shape shift. What would be the purpose of being in my body?" Twilight grinned taking a sip of orange juice causing Midnight to sputter.

"How do you know I can shape shift?" Midnight gawked.

"Rarity came by this morning to check on you since you..... I didn't check in with her the other day. We had a little talk about you and I had to make up something about how 'I' unexpectedly remembered to have to do something the other day during the spa session and had to leave to come back here." Twilight grumped looking at Midnight.

"Heh, yea sorry about that." Midnight smirked. "Anyway, Yea I can shapeshift. I thought you would have figured that out though from when I had to shrink myself to fit through most of the doors in Ponyville." Midnight raised a brow taking a sip of his juice.

"Yea, I had a hunch, But there are hunches, and then there are cold hard facts." Twilight smiled giving emphasis on the word facts.

"True. Here is a question though. Have you ever tried shape shifting?" Midnight asked cocking his head to the side in thought.

"I tried once, But the spell to cast it was waaaaaay to difficult. Plus the side effects are terrible if you get the spell wrong or it get's interrupted. There have been ponies in the past that have lost their lives trying to do the spell."

"Well, why not try that spell from my memory?" Midnight smiled causing Twilight to smile even wider as she recalled the spell from Midnights memory.

"Wow, I never would have thought of that. I should really take down notes on all those spells I learned from you." She smirked as she finished her breakfast and putting the dishes away.

"Well don't spend to long writing down the spell's. You should give that shapeshifting spell a try." Midnight smirked as he finished his breakfast, putting away the dishes after washing them.

Twilight left the kitchen to go into the main room of the library. Midnight watched as she pulled a few parchments from her desk, levitating them with a quill and inkwell to her side as she began to write down some spells she had learned.

Midnight smirked for a moment as he watched Twilight, he waved to her wondering if she was paying any attention to her surroundings. Twilight didn't do anything so he stood up and danced for a moment. Still no response.

"Hmmmmm, I think it's time to have a little fun." Midnight laughed to himself as his horn began to glow, slowly changing his form to that of Celestia. He walked over quietly behind Twilight watching her right down many notes about the spells she had learned. He moved closer casting a shadow over her and the parchment. Twilight gave a sigh.

"Midnight, you're in my light." She groaned turning to see a smiling Celestia behind her. Twilight gave an audible eep as she kneeled before the Princess.

"Princess, I'm so sorry, I thought you were Midnight. W-what are you doing here?" She spoke as she rose from her kneeling position looking at the Princess.

"Oh not much Twilight. I heard that you learned some new spells and came by to see if you would demonstrate some for me." Midnight smiled holding the illusion perfectly.

"I'd be honored Princess. I am currently writing all of the spells down as we speak. Midnight was a big help by letting me learn his spells." Twilight grinned as she continued writing them down.

"Midnight my dear?" 'Gotcha now Twi' Midnight grinned.

"Yes, I used a spell to go into his mind, I wanted to learn more about him and the quickest way was to enter his mind with his permission and open one of his memory doors to obtain the knowledge all at once." Twilight droned on as she kept writing.

"So in essence, you didn't actually learn any of the spells then. All you did was copy what someone else had already learned?" Midnight grinned widely making Twilight slouch over at the comment, He quickly removed his smile to a frown as Twilight turned around realizing what had just transpired.

"Oh my gosh! No princess, I-I mean.................." Twilight was having trouble finding the words and started to look a little uncomfortable. Midnight couldn't help himself anymore and gave a snort before laughing trying his best to hold it in before finally falling over in a heap in laughter.

Twilight looked at Celestia stunned at the sudden outburst. She didn't know what to do until Midnight changed his voice while still in Celestia's form.

"Holy crap! Haaaahahaha, Twilight you should have seen your face just now." He rolled on the floor laughing.

"MIDNIGHT!?" Twilight shouted in shock.

Midnight stood shifting back into his original form causing Twilight to gawk in disbelief. Her expression then turned to anger, then annoyance as she turned raising her nose in the air giving a hmph.

"Twi? Come on now it was just a joke. I'm sorry." Midnight pressed forward to her side, her nose turning the other way.

"That was mean, You shouldn't think so lightly about shifting into another ponies form like that." She grumped again.

"Ugh I said I was sorry Twi." He groaned flopping down next to her.

"Oh no you aren't, but you will be!" She grinned as her horn began to glow, a bright flash erupted from the room then back to normal.

Midnight blinked for a moment looking around. "Uh? What just happened?"

Twilight gave a giggle levitating a mirror to in front of Midnight. He gasped at what he saw. His beautiful black coat was now a pristine white, A perfect rivalry to Rarity's ivory coat.

"Are you kidding me?" Midnight groaned looking at Twilight which only made her giggle.

"I'll tell you what, You keep that color for the day and i'll forgive you." She grinned.

"Ya know Twi, Sometimes I just don't get you. You surprise me at every turn." He chuckled.

Twilight laughed. "Yea, I am one of a kind aren't I?" she smiled going back to writing on the scroll at her desk.

Midnight had left the library to take a walk around town. Some of the regular ponies in town gave him a double take seeing that his coat had changed colors. If it weren't for the fire mane and tail along with his stallion frame everypony would have sworn that it was Celestia walking around town. Midnight made his way back to Rarity's boutique, upon entering he noticed that she was working feverishly on several dresses at once.

"Hey doll, everything going alright?" He asked walking up to her.

"Midnight darling, so nice of you to drop by.... OH MY GOODNESS WHAT HAPPENED TO YOU?!" She turned smiling then noticing his white coat.

"Heh, I played a prank on Twi and she got me back by changing my coat white." He smirked.

Rarity trotted around Midnight looking him over. As she came back around the front she gave him a devious grin. "You know darling, With that white coat your toned features are far more present than they were with your black coat." She giggled looking up to him.

"Seriously? And I thought all the looks I got earlier in town were because I looked like Celestia." He laughed.

"Well there is that to. But seeing your mane and how toned you are, I doubt many would find you to be Celestia's twin." She smiled turning back around to her workstation as she continued to sew.

"Well, at least I'm not much of a lookalike." He laughed again.

"Uncle Midnight?" Sweetiebelle spoke from behind the two ponies causing Midnight to turn around.

"Hey there Sweetie." He smiled picking her up with his magic and placing her on his back between his wings."

"What in the world happened to you?" She asked looking at him and giving him a hug around the back of his neck at the same time.

"Twilight played a prank on me." He chuckled.

"Well I like it." She smiled

"Glad you do squirt. Where are yer friends at today?" He asked giving Rarity a quick peck and heading outside with Sweetiebelle on his back.

"Scootaloo is probably in Saturday detention at school, Applebloom is at her house probably playing or doing chores. I'm all alone today." She gave a hint of saddness in her voice.

"Oh don't you start that squirt. I'm here, and we can go play if you want." Midnight smiled giving a playful trot causing her to giggle.

"Really?" Her tiny voice cracked from excitement.

"Sure thing! Anything you want to do?" He trotted in place ready to go, making her giggle louder.

"Well, I wanted to ask you something." Sweetiebelle smiled but spoke softly causing Midnight to stop his playful act.

"What's up?"

"I know you can shrink because of your magic. Would you shrink down to a colt around my size, I do like you being big and all, But being able to play with somepony my size is more fun." She smiled widely.

"I don't mind at all Sweetheart." He smiled letting her jump down from his back as he began to shrink to a colt just a little bigger than she was, His fire mane turning from it's normal flame to that of an Orange and red color haired mane. His white coat still ever present.

"How is this?" He smiled looking Sweetiebelle at eye level now.

"Wow! That is so cool!" She smiled walking around him, His horn and wings still present on his body Although smaller.

"So what would you like to do first?" He smiled.

Sweetiebelle sat there on her haunches for a minute thinking. A hoof pressed to her chin as she looked to the sky for an answer.

"I got it! How about we go to Sugarcube Corner and get some cookies. Then we can go to the park and play on the jungle gym."

"Alright, I have a few bits on me, Let's go." He smiled as the trotted toward Pinkie's.

They arrive quickly at Sugar Cube Corner going inside, It wasn't that busy and Pinkie was behind the counter as Mr. and Mrs. Cake was in the kitchen working on what Midnight could guess as another order. After a couple minutes in the line Sweetie and Midnight arrived at the counter. Pinkie immediately noticing the small white alicorn gasped.

"OHMYGOSH! Are you new in town?!" She beamed happily thinking of throwing a welcome to Ponyville party for the small colt.

Midnight giggle looking to the pink party pony. "No Pinkie, it's me, Midnight."

Pinkie gave another audible gasp picking him up looking at him, noticing his Cutiemark. "Whooooooa! But how did you do that?" She seemed pretty shocked setting the little colt back down waiting for his answer.

"Im an Alicorn Pinkie, Magic is second nature to me." He smiled causing her to smile back.

"So what are you two doing in town today? Are we on a play date?" Pinkie smiled giving a wink causing Sweetiebelle to blush profusely.

"Well, now that you mention it we mmmmmMMPH!" Midnight was cut short as Sweetiebelle placed a hoof over his mouth.

"Nope, we just came by to get some cookies." She smiled laughing nervously causing Midnight to raise a brow at her.

Pinkie smiled as the two picked out some sugary sweets then trotted out of the store, Pinkie waving bye to the and wishing them a happy play date. Sweeitebelle face hoofing as they stepped outside.

Midnight trotted alongside Sweetiebelle, the bag of cookies on his back. He used his magic to levitate a cookie out of the bag and munched happily on it. Sweetie doing the same.

"Wow Sweetiebelle, You're getting a lot better at levitation magic. Just last week I noticed that you just started, and your this good already, I'm very proud of you." He chirped

"Thanks, I've been working really hard on my magic. I'm trying to get really good really quick so I can help out Scootaloo and Applebloom when we go crusading." She smile taking a bite of the floating cookie in front of her.

"So where is the jungle gym in the park? I wasn't aware there was one." Midnight asked.

"It's not far. It's pretty close to the main path through the park, I'm surprised you never saw it." Sweetie smiled.

"I haven't been through the park all that much, and when I do take a walk I usually just daydream, so I usually don't take in my surroundings." He laughed causing Sweetiebelle to giggle.

"I'm like that when Rarity starts lecturing me about fashion. It's SOooooooooooo Boring." She giggled as they arrived at the playground. A few other fillies and colts were running around having fun. Some chasing one another while a few others just played on the jungle gym.

"Hey Sweetie, I don't want to cause others to stare at me since I'm an Alicorn, so I'm going to make my horn Invisible alright?"

Sweetiebelle nodded watching Midnight cast a spell which quickly turned his horn invisible.

"Wow, Now you look like a Pegasus. That is so cool." She squeaked.

"Well, Let's go play, He smiled as Sweetiebelle led the way.

After playing for almost an hour they decided to take a rest and have another cookie. Sweetiebelle pulled the bag from her saddlebags as the two sat under a tree next to the playground.

"That was fun, I haven't played like that since I was a kid years ago." Midnight giggled to himself wiping away some sweat from his brow.

"Yea? Scoots, and Applebloom are always playing with me like we did today. When we go crusading it's usually a LOT more fun than this." Sweetie giggled.

"Boy, Running around like this has gotten me pretty thirsty. Is there a place were we can get a drink?" Midnight asked causing Sweetie to point to a vending machine next to a set of restrooms.

"I'll go get us a couple lemonades, is that ok?" He asked causing Sweetie to nod while taking another bite of a cookie.

Midnight smiled trotting over to the vending machines. After a couple minutes of fussing with his bits in the machine he finally received two lemonades, trotting back toward Sweetiebelle. Upon arriving however he noticed two other fillies he had not seen before in front of Sweetiebelle, One was a a Pink earth pony with a soft purple and white mane, a tiara adorning her head, the other was a light grey earth pony with a white and off white but not quite grey mane, A pair of blue glasses rested on her face. The pink one had an evil looking smile across her face while the other just laughed. As Midnight got closer he could see Sweetiebelle crying. He came up to her side looking at the two fillies who cocked an eyebrow at him with a questioning look.

"Is everything ok Sweetie?" Midnight asked raising his own brow to the other fillies.

"Oh everything is perfectly fine, isn't that right Sweetiebelle." The little pink earth pony sneered causing Sweetie to recoil slightly.

"Y-yeah..................." Sweetie started but then looked at Midnight, her face turning from sad to determined as she stood up. "No it's not!" She shouted standing up looking at the two fillies that were taken aback by the sudden outburst.

"What did you say blank flank!?" The pink earth pony growled back stepping forward.

"I've had enough Diamond Tiara, I'm not going to sit by and let you and Silver Spoon bully me, Scootaloo, and Applebloom anymore!" Sweeitebelle's voice cracked from not only the hatred she was voicing but from the fear of fighting them as well.

"Oh really? So what are you going to do? Send your coltfriend there after me?" She spouted, a hint of venom in her voice causing Silverspoon to giggle.

Sweetiebelle blushed recoiling slightly looking at Midnight.

"Nope, I think Sweetiebelle could take you both without even trying." Midnight smirked giving a wink to Sweetiebelle walking over to her. He leaned close and whispered quietly into her ear. "Act like your using magic and I'll do the rest."

Sweetie smiled and gave a nod her horn glowing softly as if ready to attack.

"I can fight my own battles you bully!" Sweetiebelle growled.

Diamond Tiara gave an evil sneer scraping the ground with one of her fore hooves. "Oh you are SO going to regret this decision blank flank!" She growled charging Sweetiebelle.

"STOP CALLING ME BLANK FLANK!" Sweetiebelle yelled as Diamond Tiara was suddenly lifted off the ground in a magical field. She let out a scream as she was hoisted about ten feet from the ground. Silver spoon gasped seeing this and charged toward Sweetie as well only to be lifted off the ground as well in the magical field.

"You two are NEVER going to pick on ANYPONY. EVER! AGAIN! IS! THAT! CLEAR!?" Sweetiebelle shouted causing the two screaming fillies to be shaken hard in the air at the shout of each word she spoke.

The two fillies screamed but stopped as there faces began to turn a slight green from the shaking. They were set on the ground swaying dizzily about. Diamond Tiara spoke as she felt herself about to lurch.

"I'm sorry, we won't ever be mean to you again. Please let us go." She cried backing up slowly, low to the ground dragging Silver spoon with her.

"Not just yet. I don't think you've learned your lesson. So I'm going to turn both of your coats and manes green for the next week, just as a reminder to never pick on any other pony again." Sweetie smirked giving a wink to Midnight. Sweetie lowered her horn letting it glow, The two fillies screamed as they began to run away but a bright flash erupted from them as their coats and manes were now green. Their manes an off color green from their coats. They gasped looking at each other then snapped their attention back to Sweetiebelle who began running forward. The two fillies screamed in terror running away. Sweetiebelle gave a snort scraping the ground as cheers erupted from all around. Many fillies and colts were all stamping the ground and cheering for Sweetiebelle. Many coming up to her and congratulating her for standing up to the bullies that had plagued the entire playgrounds occupants for a long time.

After a short while Sweetie came back up to Midnight sitting on the ground beside him. He pulled out a cookie and the lemonade he had just got moving them to in front of her.

"That was really brave Sweetie, I'm proud of you for standing up for yourself." He smiled giving her a playful nudge.

"No Uncle Midnight, You did all the work, I just screamed at them." She looked down in shame. Midnight was taken aback by this but smiled.

"Actually Sweetie, I didn't do anything. I was about to when I saw Diamond suddenly spring into the air without my help. Then the other little filly too. I have to admit, your magical ability is VERY strong for your age. I guess it's easier to say this. I'd better not make you mad anytime soon or in the future, Or I might just end up on a rollercoaster like you put those two through." He laughed causing Sweetiebelle to gawk.

"You really didn't help me out? Seriously?!" Sweetie cracked

"It was all you Sweetheart. Had that one gotten any closer I would have done the same thing you did. But you just showed me up." He laughed again.

They shared a laugh sitting there enjoying their drinks and cookies. It was getting later on in the evening so they headed back home. Upon arriving Midnight changed back into his form after entering the boutique. Sweetiebelle gave him a hug thanking him for the fun day they had and for helping her stand up against those bullies. She gave a yawn as she headed upstairs. Rarity walked up to Midnights side giving him a loving nuzzle.

"I overheard you two talking dear, Thank you for helping my little sister." She smiled looking up to him.

"It's no problem hun, Those two were asking for it. I'm just glad I didn't have to use my magic to stop them. I had actually planned on turning them into a couple pigs, and was about to when I watched them get lifted off the ground. I couldn't help but laugh seeing how made Sweetie was. She is a little firecracker." He chuckled.

"Let's get to bed darling. It's getting late and tomorrow the girls and I are going on a picnic. I would love it if you could join us." Rarity smiled giving him a gentle kiss.

"Alright, Lets get some sleep."

Rarity and Midnight climber the stairs to head to bed, another adventure passed and another to wait tomorrow.

39. Princesses and pranks.

Although the two weeks with Rarity had been short lived, she and Midnight had become a lot closer. She had filled him in on their appropriate relationship status and also to whom either of them could have fun with. Rarity had given him permission to have fun with any mare he wanted with the exception of those in heat, and ones that were out to make him theirs. Any that just wanted to have a nightcap would be fine. The same was said for Rarity, although there was a very small amount of stallions in Ponyville, Midnight had little to worry about.

This day had gone like any other. Waking up to breakfast, eating, and going out to explore this new world. Midnight was currently flying high above the world, watching everything below. After a quick landing on a small cloud he watched over the edge at the world below.

Ponies of all kinds went about their business as usual. Many going to the market to sell goods, others to shop. Parents took their foals to the park to play since the snow had yet to start to fall for winter. The air brought about a slight chill to Midnight as he lay quietly on that cloud. It was roughly around noon in the day, the sun at its peak in the sky warming everything below. The winter clouds could be seen in the distance as they were making their approach toward Ponyville. It would be another few days before Ponyville would see any snow and Midnight had planned on having plenty of exploring done during that short time.

"Well well, What do we have here?" A feminine voice spoke out from behind Midnight as he lay on his cloud, his ears perking up as he turned to see who was talking.

"Princess Luna?" Midnight smiled nodding to the night princess.

"Midnight, how good to see you again. We must admit that it has been a while since we had last seen you. Although it could have been under better circumstances." Luna looked away feeling pang of shame and hurt in her chest.

Midnight gave a heavy sigh looking away in shame. "Luna, I know our last encounter was.................. bad. But believe me when I say this. If I could relieve that moment and fully control myself, I would never had done the things I did. I only hope that in time you can forgive my actions."

"Thou has already been forgiven. Although still a painful memory, know that we do not hold a grudge against thee." Luna smiled settling in next to Midnight on the cloud.

Midnight gave a disheartened smile as the memories still plagued his mind but managed to brush them away for the current time being.

"So what brings you out Luna? Is Tia getting on your nerves today with her pregnant mood swings?" He laughed.

"In a way you are correct. As of late she has been getting strange food cravings that I find to be........... rather disturbing. It makes my stomach turn just thinking of them." Luna rolled her eyes thinking back to when Celestia had a craving late on night while she was roaming the castle after raising the moon.

"Let me guess, pickles and ice cream." Midnight smirked causing Luna to look at him sticking her tongue out in disgust.

"UGH! Please do not remind us of such a travesty. Something so bitter and sour with something so sweet and cold. The mixture is like........... like."

"Night and day?" Midnight finished causing Luna to laugh.

"Precisely."

They shared a laugh thinking of other strange food combinations that Celestia may end up trying during her pregnancy, Making a small list as well, for Luna to take with her so that she could surprise her sister just to see if she would actually eat them.

"Midnight, doesn't thou have any plans for the day? I hope that sitting on a cloud all day watching the ponies below was not thou's plan." She smirked causing Midnight to laugh.

"Well honestly, I had planned on flying around to take in the sights. I've only been in this world for a couple months now and I have yet to fully grasp all of the details and cultures that are part of it. However if you have something in mind I have no problem tagging along if you'd like." Midnight gave a wink to Luna who blushed from the attention.

"Well we had planned to play a few pranks today on some of the guards but have been finding it rather difficult to find a lone guard in order to do so." Luna rubbed her chin with a hoof thinking of all of the guards routes during the day.

"Best bet would be to split up a group of two if you can't find a lone guard." Midnight smirked causing Luna to smile.

"Or better yet, play the trick on multiple guards at once. I'm sure they would get a kick out of it." Midnight laughed thinking of a few pranks he could play.

"What an excellent idea. We usually play pranks on a single guard at a time, due to most of the pranks not working on more than just one. That or one of the other guards will see the prank unfold before it has a chance to fully activate. It is far easier on the castle staff than the guards, but................ not as fulfilling as the guards. Luna exclaimed,

"I can understand why the guards are so hard to prank. They do protect the castle, as well as your sister and yourself. So they are prone to keeping an eye out for any type of danger, be it small or large. I would suggest finding a new group of ponies to try and prank." Midnight smirked.

"But, we do not like pranking anyone that we do not know. What would be the point if we could not have a laugh together?" She asked while thinking of other select individuals to prank.

"Well, there is always the elements to prank. I'm sure Pinkie pie and Rainbow Dash would love to help you prank someone. Me on the other hand, I'm usually spontaneous when pranking others. I'm no good at planning pranks." Midnight laughed rubbing the back of his neck with a hoof sheepishly.

Luna sat there for a few minutes contemplating what Midnight had said. After finally smiling she had come to a conclusion on what to do.

"Midnight, we thank thee for thy help. We shall go find a preferable target to play a prank of, as well as speak with the elements of loyalty and laughter about mine pranks.

Luna gave a gentle nod to Midnight as she leapt from the cloud taking flight into Ponyville below.

A short time past as Midnight had now found himself heading to Rainbow Dash's cloud home. He smiled seeing the large cloud home come into view as he round a few large clouds in his path.

"Quickly landing at the door he gave a quick knock on the door which in turn sounded more like a couple of pillows hitting each other.

"I'll get it Dash." A voice from inside resounded.

The door opened revealing a griffin as the one answering it. Midnight cocked an eyebrow at the griffin.

"Can I help you?" The griffin said with an annoyed tinge to her voice.

"I was looking for RD, is she available?" Midnight gave a smile.

The griffin cocked an eyebrow looking back over her shoulder to speak. "Hey dash. Some big dude is at the door. Want me to let him in?"

"Some big dude?" RD asked poking her head from around the corner, her face quickly breaking into a smile

"Midnight!" She shouted quickly barreling him over onto the cloud floor outside of her home giving him a hug.

"Wait, this is Midnight?" The griffin spoke in a rather shocked tone.

"Yea, He is waaaaaay cool Gilda. Dare I even say a rival to my coolness." She giggled giving his shoulder a playful punch.

"So this dude broke mach ten huh. Pretty impressive. You can't even do that Dash." Gilda prodded causing RD to pout.

"Yea well you can't even break mach one." RD stuck her tongue out at Gilda who just rolled her eyes.

"Yea yea, big woop. I may be into speed, but when it comes to yanking my feathers out from the sheer drag of the wind, I think I would prefer to not be naked as a jay bird." Gilda laughed.

Rainbow Dash looked to Midnight smiling. "So what brings you here Night? Twilight and Rarity finally run you off?"

Midnight grinned giving Rainbow a wink. "Yea, they got tired of me. Kicked me out. Thought i'd drop by to see if I could crash on yer couch."

"What?!" Gilda shouted in surprise. Looking at the two.

"Yea Gilda, I forgot, I never told you that Night and I are sort of an item." Rainbow gave a hidden wink to Midnight who knew to play along.

"Seriously Dash?! Your joshing me right?" Gilda back peddled a little in surprise.

RD looked up into Midnights eye's as he looked into her's. They moved closer, eyes starting to close, lips parting as they were about to kiss they stopped looking at Gilda from the side who had her talons up to her face in what seemed to be horror and awe mixed.

RD and Midnight separated falling over laughing at Gilda's expense. Gilda in turn fell over giving an angry sigh.

"UGH! I swear Dash, when am I going to learn when your just pranking me. That was so not cool." She laughed giving RD an accusing glare.

Dash laughed walking away from Midnight back into the house. "Nah, you don't have to worry about him and me being in a relationship. We're just fuck buddies."

Midnight and Gilda both fell over at the comment. Both saying "WHAT?!" in unison. Rainbow turned looking at them both before falling over laughing. Gilda and Midnight face palmed/taloned/hoofed whatever.

After sitting around for a bit getting to know each other Gilda finally got up from her spot on the cloud couch. "Hey you two, care to go grab a bite with me? Midnight's paying." She smirked looking back to Midnight who just smirked back cocking an eyebrow.

"I'm paying huh? Even though you invited us." He laughed getting up from his spot on the floor.

"Psshhhh, Yea, Your the dude after-all. Its yer duty to treat us ladies when we go out to eat." She laughed opening the door nodding to Rainbow.

"Yea Midnight." RD added giving a smirk.

"Well, I don't mind treating ladies to a meal." Midnight spoke watching the two smile at each other. "Can you two show me where a couple ladies might be though? I don't see any here." He raised a hoof to above his eyes as if looking around and into the distance.

"Hey!" They both yelled at him in unison.

"Just kidding." He laughed as he exited Rainbows house. "Gilda is much more girly and ladylike than you Dash." He laughed launching himself into the air. Rainbow fell over laughing at the comment, Gilda groaned puffing out her feathers in annoyance.

Midnight turned looking at the two. Gilda face palming while Dash rolled on the clouds laughing.

"You two slowpokes coming?" He smirked getting their attention.

"SLOWPOKES?!" They yelled taking off like bullets and buzzing past Midnight who tumbled over himself in the air.

"Ill show you slowpoke." Gilda laughed. "Last one to the Marshmallow Diner pays." She then took off toward Cloudsdale Rainbow hot on her heels. Midnight smirked flapping hard and catching up with them but staying just behind the two as they flew neck and neck.

They arrived in Cloudsdale within a few minutes, The girls laughing and breathing hard, Midnight chuckling at the two.

"So why didn't you beat us Night? I know you're way faster than either of us." Dash laughed as she caught her breathe.

"Yea, what gives?" Gilda smirked as they walked toward a booth taking a seat.

" I was enjoying the view to much to want to beat you two." He smiled picking up a menu.

The girls cocked their heads to the sides looking at him.

"Enjoying the view? What in the world does that mean?" Gilda asked looking from Midnight to Dash who was blushing and hiding behind a menu.

"Dash?" Gilda leaned over whispering to her. "What did he mean by enjoying the view?"

Dash smirked still blushing. "He was flying behind us." She giggled.

It took Gilda the better of ten seconds to finally understand what he meant before shouting at Midnight.

"You were looking at our asses?"

Midnight fell out of the booth laughing while Gilda tried to hide in the corner of the booth as all eyes fell on her shouting.

After the fit of laughter Midnight pulled himself back into the booth. They looked over the menu for another minute before deciding on what they wanted to eat. A yellow Pegasus with pink hair came up to the table. "Can I take your order?" She spoke as she pulled the little order pamphlet from her apron placing it in her hoof then putting a pen in her mouth to write with. She looked up as the three looked back to her in slight shock.

"Fluttershy? Dash and Night asked in surprise.

"Oh..... Hi everyone. I didn't know you three would be coming here today. What brings you by?" Fluttershy spoke softly but happily seeing two of her friends. She withdrew a little seeing Gilda who just smirked at the timid Pegasus.

"Well, I didn't know you worked here Shy?" Midnight smiled causing Fluttershy to perk up slightly giving a warm smile.

"Oh yes........ I'm working here part time to make some bits to take care of all my animals. It costs a lot to keep them fed healthy and happy." She beamed feeling a sense of accomplishment.

"Well I'm proud of ya Fluttershy. Working hard to keep all those animals happy is beyond cool." Dash commented giving her friend a wink causing her to blush.

"Yea yea, working to keep her pets happy. How about we place that order?' Gilda groaned hearing the sappy story.

"Oh........ sure, Might I suggest our special.... If that's ok with you?" She recoiled slightly.

After placing their order Fluttershy left to take the order slip to the kitchen. Another ten minutes past as she brought the order out to her friends. She had decided to take a her break to set with her friends and see what they were up to. Dash and Gilda sat next to each other so the only open spot was next to Midnight. She gave a slight squeal as she sat next to him, trying to avoid eye contact.

"So what are you three up to today? It's surprising to see you here." Shy smiled, listening to them intently.

"Well Night dropped by while Gilda and I were playing some video games. We sat around for a bit talking till the talon queen here decided she was hungry." Dash motioned to Gilda who sputtered while drinking.

"Hey, you two agreed to come along." She smirked.

"Only because you volunteered me to pay for the meal." Night smirked causing her to face-palm again.

The three laughed at Gilda's expense.

"Ugh alright already. let's just finish up and go for some flight practice." Gilda groaned taking a bite of her sandwich.

Fluttershy got up heading back from her break to continue taking orders. The three finally finished getting up to head out. Midnight waited until Dash and Gilda had left before placing a tip on the table for Fluttershy. He walked up to the counter to pay, as he was about to exit he passed Shy stopping to talk to her.

"Hey Shy, Don't forget to get your tip I left you." He smiled making the yellow Pegasus smile at him. As he exited he walked back toward the direction of where the trio sat. He looked into the window seeing Fluttershy's shock expression as she noticed five gold bits on the table. She looked up to the window seeing Midnight smiling at her. She gave a large smile taking the bits and placing them into her apron then trotting happily back to the kitchen with the dishes from the table.

After locating his two flying friends they had made way to the Cloudisium to practice. Despite a few other ponies there they had more than enough room to try out some aerial stunts. Midnight sat watching the two perform stunt after stunt. It fascinated him as to how either of them could do half of the stunts they were doing.

Rainbow stopped for a moment flying down to Midnight as she caught her breath.

"Hey night, aint ya going to join us?" She asked breathing hard.

"I'm more of a speed demon than a stunt flier Dash. Besides, without someone to watch you perform stunts, who then would tell you how cool you looked doing them?" Midnight smirked giving her a wink. She smiled flying up to him and giving his nose a kiss.

"You keep sweet talking me like that and we may have to crank it to mach eleven." Dash smirked flying back up to join Gilda in several stunts she was pulling.

'Fuck buddy indeed Dash." Midnight chuckled to himself watching her fly away.

Another hour of watching the two stunt fliers had made Midnight a little tired. He sat there watching them until her heard a loud scream coming from behind him. He looked back just in time to see a orange and purple blurr latch onto him face.

"Uncle Midnight!" Scootaloo shouted rubbing her cheek against his forehead just under his horn.

"Scoots, what in the world are you doing here?" He laughed as she climbed up his face resting on top of his head.

"I heard Rainbow Dash was here practicing, so I managed to fly up here to watch." She smiled happily watching Dash flying around.

"And what was the scream for?" Midnight laughed looking up at her as she leaned on his horn.

"I just thought i'd try and scare you. Hehe, did it work?" She giggled.

"Oh yes, that was the scariest moment in my life." He nodded exaggeratedly causing Scootaloo to bounce on his head making her laugh and holding onto his horn.

"So other than watching RD fly around like I have for the past several hours, What have you been up to?" He asked causing her to smile.

"Well I heard what Sweetiebelle and you did the other day to those two bullies. I laughed my flank off after hearing it. At first I didn't think it was true but when I ran into them in the market they were greener than grass. At first they were angry that I was laughing at them but they just stopped and began to talk to me like they were my friends. They said they were sorry for everything they had said and done to me Sweetiebelle and Applebloom. They even offered for us to come along on a trip to the circus next week in the park outside Ponyville. Although I still don't trust them, they are at least trying to make amends for being so rotten to the Cutie Mark Crusaders." Scootaloo spoke, exaggerating several different emotions as she did.

Midnight couldn't help but smile remembering how Sweetiebelle shook those two fillies in the air almost making them loose their lunch.

"Hey scoots, You want a snack? Cause im kinda hungry for some cotton candy." Midnight grinned causing the little orange Pegasus to launch off his head to in front of him, hovering with a big smile across her face. He couldn't help but laugh seeing her face as he stood up.

They made way to the concession stands getting a drink and some treats. Making their way back to their spot in the stands to watch Dash and Gilda flying about. Scootaloo sat on Midnights head munching on a cotton candy that was as big as she was. Midnight floated her drink and his alongside them with a bucket of popcorn. They took a seat watching the two daredevils in flight. Scootaloo gawking at how awesome her mentor was while flying, ever so often taking a slow bite of the cotton candy.

After a short while Scootaloo had managed to eat all of the giant cotton candy all that remained was a white funnel that was sticky around the rim. She smiled looking at midnight and quickly placed the funnel over his horn she giggled as he looked up then to her giving a smirk.

"Ok you, get that thing off my horn." He laughed as his horn began to glow making his horn invisible but leaving the cotton candy funnel still visible.

Scootaloo laughed then pulled the funnel from Midnights head gasping as no horn was there.

"AAAAAAH!" She screamed. Midnight looked up seeing his horn missing and screamed back. They then both screamed at the same time.

Scootaloo looked inside the funnel in a panic before ripping it apart to try and find Midnights horn. Midnight began to laugh seeing her expression of shock before making his horn visible again.

"HEY! That was mean!" Scootaloo pouted latching onto Midnights face again.

"Awwwww, I'm sorry. I won't do that again." Midnight smiled giving a chuckle.

Scootaloo stuck her tongue out at Midnight before scrambling up to sit back on top of his head again to watch the fliers.

After another twenty minutes Gilda and Rainbow landed next to Midnight and Scootaloo.

"Wooooo, that was some awesome flying Gild, We should get together again sometime to practice some more." Rainbow smiled

"Sure thing Dash, I'm guna head on home. Take care of yourself alright?" Gilda smirked flying off.

Rainbow waved to her friend turning around to see a orange and purple blurr attach to her face.

"RAINBOW DASH!" Scottaloo squealed happily holding onto Dash for dear life.

"Squirt?! How did you get up here?" Dash asked as she detached the sugar filled filly from her face.

"I can fly now! Not very well but just well enough to get here!" Scottaloo beamed.

"That's pretty impressive. Now all you have to is practice and you can hang out with me while I practice." She smirked causing the little filly to squeal happily.

Rainbow smiled then looked to Midnight dropping the smile and cocking her eyebrow.

"Uh...... why do you have cotton candy all over your horn?" Rainbow smirked.

Midnight deadpanned looking to Scootaloo who just giggled.

"Apparently a little filly thought it would be funny to make me have a pink horn." He gave a smirk at the end of his sentence causing Scootaloo to laugh louder falling over.

"I can take care of that." RD grinned evilly moving forward and licking the length of Midnights horn before he could say anything causing him to tense up. He looked around to see if any other ponies had seen what had just transpired. Noone was looking at him and Scootaloo was just getting over her fit of laughter. He looked up to Dash mouthing the words, 'Your evil.' to her making her shrug with a smile plastered across her face.

"Alright you two. How about we head home. I'm sure your both tired and it is getting rather dark." Midnight stood looking tot he sky seeing the orange hue from the sunset along the clouds above the Cloudisium.

"Awwwww, but I wanted to watch Dash some more." Scootaloo groaned.

"I am kinda tired squirt, How about we meet up here next week for a session together?" Dash smile causing Scootaloo to bounce happily around her.

"Alright ladies, lets head on back then. Scoots your at the mast. Dash your on deck." He smirked shaking his head at the word mast and ruffling his wings at the word deck.

"Aye Aye captain." They both saluted with a giggle climbing onto the huge Alicorn.

After a short flight to Dash's house she gave him a kiss on the nose before going into her home. He smiled back to the now sleeping bundle between his wings that was Scootaloo and decided it would be far easier not to wake her by teleporting to Ponyville.

A quick flash of magic and he was at Scoots home handing her over to her parents and making his way back to the boutique. It had been another long eventful day and he was about to make it home when suddenly tons of water balloons began smacking him and exploding. He looked around to see Pinkie Pie and Luna tossing them at him.

"Ha HA! The fun has been doubled!" Luna laughed as they chased Midnight around tossing more balloons at him until they had been depleted and he was soaked.

'Yes, another eventful day' He laughed......... Until tomorrow anyway.

40. Spending Hearthswarming Eve alone..............

Midnight awoke to a cold chill running across his body, He had spent the night at Twilight's again to catch up on some magic reading. He had almost copied every spell book within the library, and today would be the last day for those books. He gave a large yawn sitting up quietly, rubbing the sleep from his eyes as he crawled from the bed. He made his way downstairs to see Twilight decorating around the library. Spike hot on her heels holding various decorations.

As he looked at the decorations, he noticed the green and red ribbons tied hither on yonder. Wreaths hung in various spots as well. He walked around giving a big smile as he remembered what time of the year this represented.

"Is it really almost Christmas Twi?" He smiled trotting up to her as she placed a few colorful banners up in a vacant spot.

"Christmas? Whats that?" Twi asked as she finished placing the banners up and turning to Midnight.

"It's a holiday from my world. After all of the variations in books and whatnot I would guess it's called something else in this world." He smirked. "So what holiday do you celebrate this month?"

"It'll be Hearthwarming Eve in two days. The date will be the twenty fourth. Is that like Christmas on your world?" Spike asked giving a grin.

"In so many words yes. On my world Christmas is a holiday representing the birth of a historical person named Jesus Christ. The holiday is religious to a vast amount of people in my world. But most of the mass market has turned it into a day to just give presents to one another without the religious sentiment. What is Hearthswarming about?" Midnight began as Twilight handed him a small book with several ponies adorning the front, three large white ponies seemingly encircling them.

"Read this book, It can tell you everything you need to know about the history of Hearthswarming." Twilight smiled as she turned to Spike grabbing a few more pieces to hang up. But as she pulled a few more pieces a small mistletoe fell from the pile in Spike's arms. As the two walked away Midnight spotted it from the corner of his eye quickly grabbing it up with his magic and bringing it to his face. After realizing what it was he smiled placing it on the tip of his horn following Twilight around for a moment. Spike turned to look at Midnight immediately noticing the Mistletoe and giving a giggle.

"Hey Twi, I think Midnight has something for you." Spike chuckled.

"Ugh, what is it, we have to get the rest of these decorations up." She paused looking at Midnight as she turned around. Midnight gave a grin looking at her then looking up to his horn. Twilight followed his gaze then gave him a sly smile.

"You sneaky little...." She was cut short by a stolen kiss from Midnight. Her face blushed bright red looking to Midnight who just gave her a wink. Spike was rolling on the floor laughing his tail off.

"Well my little bookworm, I think I'm going to go out and have a little fun. If all the mares in Ponyville are anything like you, I think I'll be able to melt to snow with all of the blushing that's about to go on." Midnight chuckled as he headed out the door.

Midnight had made his way further into Ponyville, As he walked quietly by himself he noticed how much snow had fallen during the night. Much of the ground was covered by a white blanket almost a foot thick. Looking around he noticed many of the foals were riding on either their mother or fathers back as it would be hard for them to walk through the snow. Many of the families roaming the streets smiling had either a present or significant other with them.

"OH! That's right! I need to get my friends some presents." Midnight smiled as he summoned his coin purse from Rarity's boutique. "Hmmmmmmm Only seven thousand bits? I hope that's enough for all of them." He questioned himself as he continued walking.

As Midnight rounded a corner he noticed a small snow fort around twenty feet ahead. "Well, how about that. Seems someone abandoned a perfectly good snow fort. Guess I can make a few modifications to it." He smiled as he used his magic to layer snow block after snow block onto the fort, within a few minutes it looked more like a snow castle than a fort. having two individual floors and several windows to toss snowballs from. He smiled at the snow fort admiring his work before turning to head away from it, only to see four little foals gawking at the castle before them.

"Wow mithter, that ith thso awthome!" A little cream colored filly with a red poofy mane and large red glasses said as she trotted up to the fort.

"Yea, that is just awesome." Another little gray colt spoke up as he ran inside.

Two other little fillies ran in smiling saying 'Thank you.' as they did.

Midnight smiled as he turned to head away, walking further down the street until he saw three little manes poking out of the snow. One purple, one of creamwhite and light purple, and the third a blazing red with a large bow behind it. As he walked closer he noticed little blue shovels breaching the top of the snow tossing aside snow. Sometimes onto each other.

"Hey watch it! Toss the snow to your other side will ya?" Scootaloo groaned.

"Ah'm trying not to hit ya'll but being in the middle making my own path and not seeing either of ya, kind makes it hard ta avoid.

"Girls I'm starting to get really cold. Maybe we should head to Sugar Cube Corner and get some Hot chocolate. I doubt we will get out Cutie Marks in shoveling snow anyway." Sweetiebelle piped up.

"Hot chocolate sounds really good right now." Midnight chuckled looking down to the three oblivious fillies before him.

"UNCLE MIDNIGHT!" They all shouted as they attempting to pounce but only ended up in the snow a few feet from him.

Midnight gave a hardy laugh picking up the three fillies and placing them on his back. He immediately regretted it though as the tiny cold hooves pressed against his back. After being frozen in shock for a few seconds he smiled back at them noticing them shiver slightly, but a smile still adorned their tiny faces.

"Here girls, let me help ya." Midnight smiled as his horn glowed casting a small shield around the area they were sitting on. A small shield popped into place encasing them in warmth and blocking the cold wind as it whipped by. They all gave a contented sigh as they lay down getting comfortable on Midnights back.

As he began to walk Scootaloo pipped up. "So what did Rarity get you for Hearthswarming Sweetiebelle?"

"Well I was wanting a new doll but all the stores were sold out. Knowing my sister though, she'll probably make me an outfit or sweater." Sweetiebelle giggled then asked the same question to the others.

"Well, ah was gunna ask mah sister and brother for a new pair of bucking shoes so I can help'em in the orchard around harvesting time next year but ah was also wanting a new tv for mah room." Applebloom smiled.

"I asked my folks to get me an enchanted scarf so I can fly during the winter. My wing's get really cold during this time of the year." Scootaloo pouted.

"What about you Uncle Midnight?" They all asked in unison causing him to jump slightly.

"Well, I honestly don't have anyone to ask for a present besides Rarity. Plus being an Alicorn makes most presents seem kind of pointless since I can do or almost get anything I want on my own. If I had to choose a present, I would like for all of the girls and I to get together for a nice quiet evening to have a great dinner and to sit around a fireplace drinking some hot chocolate. Spending time with my friends would make me happy. I don't think we have actually spent any time together as a group since after I woke up in that hospital bed when I came into this world. Other than that I don't really want anything. I'm completely happy with what I have." Midnight smiled looking back to the girls. As he looked back though the three fillies noticed the mistletoe on the tip of his horn. They all nodded to each other as Midnight turned his attention back to where he was walking.

"CUTIE MARK CRUSADERS KISSY ATTACK!!!" Upon finishing their shout the all grabbed onto Midnight's face kissing his cheeks and nose repeatedly.

"OH NO! KISSY MONSTERS! My power is useless against them." Midnight playfully groaned falling over into the snow as the kissing assault stopped, He lay there motionless as the girls looked at him.

"Did we overdo it girls?" Scootaloo asked as she trotted up to Midnights motionless head in the snow, his tongue lolling out.

Sweetiebelle gave the girls a wink as she talked. "Oh no, we've killed Midnight, I guess Rarity can go and ask out that cute stallion I saw talking to her the other day." She placed a hoof over her mouth to stifle a giggle.

"What?!" Midnight shouted as he sat upright, causing the three fillies to fall over laughing.

"You three are so mean. Guess I'll have to tell Pinkie Pie to give me all your marshmallows in my hot chocolate." He smirked turning toward Sugar Cube Corner. The three fillies gasped looking to Midnight who was just smiling.

"NO WAY!" They shouted as they rushed past Midnight leaving little trails through the snow as they burst through the door to Sugar Cube corner.

Midnight chuckled at the three as he trotted inside to the smell of some freshly baked Apple cinnamon pie and fresh hot chocolate. The three fillies were all sitting in a booth waiting for Midnight who took a seat across from them.

"How are we doing today deary's?" Mrs. Cake chirped as she trotted up to the booth.

"Cold." Sweetiebelle spoke first.

"Tired." Added Scootaloo.

"Hungry." Added Applebloom.

"And in need of some of that wonderful Apple pie and Hot Chocolate I smelled as we came in." Midnight smirked giving Mrs. Cake a wink.

Mrs. Cake smiled, nodding, and heading back into the kitchen to grab the order. Upon coming back out and setting the sweets and drinks onto the table the fillies thanked her and dug in happily. Midnight nodded for Mrs. Cake to come closer so he could speak into her ear.

"Mrs. Cake. Would you happen to know what Pinkie might like for Hearthswarming?" He spoke softly.

"Oh my, I know just the thing. Carrot and I usually make Pinkie a few of our special cupcakes for Hearthswarming but we have a hard time getting all of the ingredients. If you could get them for us we could make her a few and say that it's from all of us." Mrs. cake beamed.

"Alright, doesn't sound to hard, can you give me a list of what you need?" He beamed back.

"Of course deary, just give me a moment with Carrot." She said as she trotted back into the kitchen. After a few minutes waiting, and several bites of pie later, Mrs. Cake reappeared from the kitchen carrying a small piece of paper.

"Ok, now. This is very important. When you get these items you must NOT use any magic on them. These items absorb magic and can turn the sweetness of the materials sour or bitter. So take precautions with your magic." She spoke in a very serious tone.

"No problem. Guess I'll have to use these for the first time ever." He smirked waving his hooves about.

"So where can I find these items?" He asked

"Well you can find most of them in Canterlot. I know Zecora has a few of the harder to get items. But getting to her home may take a while. She lives in the Everfree forest. If you can't find all of the items in Canterlot, go see her."

"Well, finding her may not be a problem, but I have never met her. This is actually the first time I've heard of Zecora. What should I expect?" He asked.

"Well, I honestly only met the dear twice. She is a Zebra, and speaks rather strangely. Pinkie or her friends will know more since they see her more often than myself." Mrs. Cake smiled.

"Alright. I'll check with Twilight, I don't think asking Pinkie would be wise since it would be about her present." Midnight gave a wink to Mrs. Cake.

"Of course, Now I have to get back into the kitchen, Lots of orders to fill for Hearthswarming." Mrs. Cake smiled as she trotted back into the kitchen.

Midnight sat quietly for a moment thinking about how to go about getting all of the ingredients for Pinkie's present. His concentration only broke when a little purple and orange blurr attached to his face startling him.

"I said pay attention!" Scootaloo yelled as she bear hugged Midnight's face.

"AAAH!"

The other fillies giggled watching Scootaloo scare Midnight. Sweetiebelle piping up as Midnight detached Scootaloo from his face.

"So what are you going to get us for Hearthswarming Uncle Midnight?"

Midnight detached the little orange filly from his face setting her back in her seat, his eyes resting on Sweetiebelle.

"Well, I'm not sure, What would you three like?" he asked but raised a hoof to stop them as the three took in a deep breath.

"Beside's your Cutie Marks. You know I can't give you those." He smirked causing the three to pout.

The three sat there quietly in contemplation for a moment, considering what there Uncle could get for them. After a good 5 minutes Midnight gave a sigh.

"How about this girls. I'll give each of you five gold bits so you can buy what you want. Does that sound fair?" He smirked watching their jaws drop.

He summoned a small coin bag for each of them, placing five gold bits into each. "Now I want you three to get what you want. But I want you to wait until after Hearthswarming to get anything. Your family may have gotten you something that you may want to get already so it would be best to wait. Is that understood?" Midnight smiled causing the three to nod happily.

"Ok then. I'm going to go to Canterlot to get a few things. But I'd like to ask you two to do something for me." He nodded to Sweetiebelle and Applebloom.

"I need you two to find out what your sisters, and also your big brother Applebloom, want for Hearthswarming. Make sure to ask them what they would want that they normally couldn't get themselves." The two fillies nodded back with a determined smile.

"Alright then, I'm heading out." He smiled as he paid for the goods and left the shop. Taking flight above Ponyville and making his way to Canterlot.

As Midnight gained altitude hitting a thermal he began heading toward Canterlot. There were many clouds in the sky, most a dark grey while other a pleasant white. The cold whipped by him causing him to shiver slightly.

"It's a lot colder up here than I thought it would be. Better get a move on." He spoke through chattering teeth as he cast a warming spell on himself, raising a wind barrier shield around him to block the cold wind.

As he began gaining speed, he thought her heard someone shouting at him. He looked around in all directions until he finally saw Rainbow Dash heading right for him. He landed quickly on a cloud waiting for her. After a few seconds she arrived landing beside him.

"Hey Night, where are you headed in such a hurry?" Dash asked as she landed next to him breathing hard from her trying to catch up.

"On my way to Canterlot, gotta pick up a few things. You want to tag along?" He smirked.

"Sure thing!" Rainbow smirked taking flight, Midnight close behind.

"So your getting some items for the Cake's, That's nice of you. I know being an earth pony is kind of a drag since you can't get around like a Pegasus or use magic like a Unicorn, So I can understand them asking if you could do this for them." Dash smiled as they landed into Canterlot.

"Yea, it's no problem. I'm just glad I can be of help. Oh Dash I was wanting...." Midnight was cut short as Rainbow Dash zipped past him stopping at a wall a few yards from them. He noticed Dash staring at the poster on the wall, a giant smile across her face. He trotted up next to her to see a Wonderbolt's poster adorning the wall.

"Holy cow! The Wonderbolt's are going to have a special show the day after Winter wrap up. This show is going to be SO AWESOME! Ohhhhhhhhh, I wish I could go to it so bad but I heard the tickets have been sold out for months. The only ones left are the really expensive tickets and it would take me a year just to save for even one of those." Dash groaned looking at the poster, a mixture of emotions playing across her face.

'Hmmmmmmm I know what to get Dash now.' Midnight laughed to himself watching her stare at the poster.

"So do you know any of these places Dash?" Midnight levitated the scroll to in front of Dash blocking her vision from the poster.

"Hmmm, Yea. They are actually all on the same street. Ive been to a couple of them before getting Fluttershy a couple rare herbs she uses to make medicine for her animals. Not the cheapest place in Canterlot, but still probably the only shops you'll find that carry this stuff." Dash smirked as she led the way.

As she walked she noticed Midnight falling behind. She looked back to see his eyes staring at her flank, She laughed flicking her tail to his nose to catch his attention. "Eye's up her lover-boy."

He jumped from the whipping his nose just received looking up to see Dash smiling at him.

"Sorry bout that, But when I see so much awesome packed into such a nice shape, I can't help but stare." Midnight winked at her causing her to face hoof.

"Bad joke?" Midnight smirked.

"You'd be surprised how many times I've heard that line." Dash giggled.

"I don't blame them for saying it, as true as it is." He laughed.

"Heh, yea, it's all true." Dash beamed walking proudly.

"Well, that and being the second fastest Pony in all of Equestria." He gave a big grin seeing her stop in her tracks looking back at him as he caught up to her.

"Second fastest?" She growled cocking a brow.

"Eeyup."

"And who is the fastest?" She grinned.

"ME of course." He laughed.

"Bah! You don't count. You use magic to help you out. With me it's just raw talent." She laughed watching Midnight's jaw drop at the comment.

"Well if you put it that way then I guess you're right." He smirked.

As they finished the conversation they both arrived at the first store walking in. It was an herbal store filled with tons of different kinds of herbs, spices, and rare materials. After speaking with the shop keeper and purchasing the items they went to the next store. The routine kept up until they had been to each store and purchased all of the items on the list, taking extreme care not to use magic in the process of handling the merchandise.

After leaving the last shop Midnight thanked Dash for her help. Dash gave him a hug before taking off into the sky leaving a Sonic Rainboom in her wake above Canterlot.

Midnight made his way toward the Castle, It had been a couple weeks since he had last spoken with Celestia and thought it be prudent to check in on her. He made way inside without incident. Guards left and right nodding to him as he passed them. Upon entering the castle however it was a different story. It was bustling with activity. servants and guards were all out in force doing one thing or another. Some placing decorations, others cleaning, guards patrolling. It was never ending. However upon making his way through the labyrinth of ponies he finally saw Celestia at the far end of the hall talking to several guards. There were a lot of ponies in the hall and making his way through all of them would have taken to long so he did the only thing he could think of. Teleport.

A flash of light erupted near the princess as Midnight came into view. The guards all jumped in front of the princess until they noticed who it was then stood at ease.

"Midnight, so good to see you again. How have you been?" Celestia smiled walking up to him and giving him a gentle nuzzle, he giving one in return.

"Been alright, I had an errand to run here in Canterlot and thought I would pay you a visit, and see how our little bump is doing." He smiled looking to Celetia's side noticing a small change in size.

"Oh our little one is growing quite fast. Although it will take roughly another nine months before the little one will be born." She smiled looking back to the bump then back to Midnight gently nuzzling him.

"I will visit as often as time permit's, but in the meantime I need to ask you something." He spoke as they began to walk down the hall away from the hustle and bustle of the castle help.

"So what is it you would like to ask me my dear?" Celestia smiled to Midnight as he began.

"Well, This is my first Hearthswarming here in Equestria and I would like to get all of my close friends a present. However I only know of two that I can get currently. The others will divulge what they want in time." Midnight smirked causing Celestia to giggle.

"And I am taking a guess that one such present is difficult to locate, that is why you are here.." Celestia smiled.

"You never cease to amaze me love. But that was only a small part of why I came by here today. I had initially thought to visit you today regardless of my other reasons that required me to be in Canterlot." He smirked.

"Oh you're such a flatterer. Making this old girl feel wanted like that." She laughed.

"Oh but it's true! I would never pass up the chance to see you my dear. Maybe we should go dancing." He laughed as his horn began to glow taking some instruments setting nearby and making them play. He pulled Celestia to him and began to dance with her. She giggled loudly like a little filly as they danced, not paying attention to the small crowd of help that had gathered to watch them.

After the song ended they gave each other a bow but stopped when they heard the sound of hoof-beats against the floor and some cheering. They looked up to see roughly fifteen maids and butlers standing just inside the room all stamping the floor happily. Celestia blushed lightly while Midnight took a bow.

"Thank you, thank you, be here the same time next week for my next performance he laughed giving everyone a playful wink causing the mares to giggle.

He came back to Celestia's side as they continued walking.

"Midnight that was so random, what has come over you?' She laughed.

"Not a thing Tia, It's always fun to toss a little randomness or chaos into the mix. It helps to liven things up a little." He chuckled as he walked, Celestia stopping in her tracks at what was just said. Midnight quickly noticing the lack of the Sun princess at his side he looked back to see a semi shocked expression across her face.

"Tia? Whats wrong?" He asked turning and moving back to her.

"Well......... Did you just say randomness and chaos?" She asked, a tinge of fear in her voice.

"Yea, I think so. Why? Is that bad?" he asked looking into her now fearful eyes.

"Another said that to me a long time ago, that being's name was Discord. He brought chaos and destruction to Equestria once before then again, before the elements of harmony imprisoned him once again in stone. How is it that you both have said the same thing?" She asked giving Midnight an expression of shock.

"I don't know, I've always thought randomly and do things spontaneously. I am serious at times though. Life requires us to be serious. But on an off day, we can have a little fun by stirring things up in my opinion. That's what fun is. Doing something you wouldn't normally do. And if you do that more often that not, that is your choice. Just remember to be serious when the time calls for it."

"So you wouldn't be chaotic all the time then?" Celestia asked moving closer to Midnight cautiously.

"No way! How would I get anything done if I just played all day and didn't think of what needed to be done?" He laughed.

"Thank goodness." Celestia spoke with a sigh of relief lowering her head.

"OK? So why did you ask?"

"Well. Discord acted exactly as his name says. He caused a lot of problems for not only Equestria, but to Ponyville as well. I'm sure you can locate the book in Twilight's library that can tell you what you need to know. Anyway, I believe we were going to speak about what you needed to ask of me?" She spoke giving midnight a cheesy smile.

"OH! Right! I'm getting presents for the elements and a few close friends and was wondering if you wouldn't mind helping me out. Rainbow Dash wants to go see the Wonderbolt's after Winter Wrap-up, whatever that is and she said all the tickets were sold out except for the special tickets. I just need to know were to get them at if you can supply that info. Also I'm still in the process of finding out what the others want. I have Pinkie Pie's ready to go in my saddlebags. I'm sure you would know what Twilight would want. As for the others, I haven't got a clue. But I'm sure I'll find out soon enough."

"Well as for the ticket's You can go see the box office at the Cloudisium to get those. Twilight has been constantly asking me to loan her a rare book from the royal archives but I haven't had time to have another copy made of the book as it is the only one in existence. If I let you hold onto the book could you make a copy?" Celestia asked with a twinge of hope behind her voice.

"I can do better my dear. I can scan a copy of the book to memory and make one myself when I return home." He beamed.

"Scan, Midnight?" Celestia cocked a brow in askance.

"Oh that's right I never told you. I have a photographic memory and can scan a book instead of read it. It all stays up here permanently." Midnight smiled pointing a hoof to his head.

"That is an unusual spell. I'm afraid I don't know it." She spoke rather startled.

"Believe me, its more of a curse than a spell. If I scan a book, I'll never forget it. So that's why I read most of the time. Reading and scanning are two different things. But if its just a book Twilight wants then it'll be fine." He smiled.

"Well I hope Twilight enjoys the book, please give her and the others my regards." She smiled waving to a guard.

"Can you please take Midnight into the royal archives." She spoke as she pulled a scroll out and began to write on it, then sealing it. "Please give this to the Archivist."

The guard gave Celestia a salute then nodded for Midnight to follow him. Midnight gave Celestia a final nuzzle before leaving after the guard.

Author's Note: This is the beginning of the Hearthswarming Arch. I had initially planned to have each chapter around 2000 words each but got sidetracked on the details and such so it ended up being just over 4000 words for the first chapter. Look forward to the next chapter though. I hope you guys enjoyed this chapter.

41. Spending Hearthswarming Eve alone...... (Part 2)

Midnight had arrived after an exhausting walk to the depths of the castle. Taking many stairwells further and further down. Upon arriving however the layout of the archives seemed chaotic in nature. The guard that had led Midnight there gave the archivist the scroll Celestia had made out to him. Without looking at it, the older looking pony sat back into his seat as his unfaltering gaze rested onto midnight.

The low light of the magical lamps adorning the walls seemed to brighten slightly as the old stallion leaned back into his seat, the musk of damp air residing through the entire room. Rows of books and scrolls running along the walls of the room. A small glowing lamp at the desk of the archivist sitting behind it. The old pony wore a ragged looking tunic that fell over his flank and tail. The only visible color he had was his crimson red coat and deep grey mane. His face tired and aged, his left eye glazed over instilling darkness into his vision. Midnight stepped closer to him as he opened the scroll. The flickering fire from his mane adding to the already dim light of the room.

"So, Celestia is giving you permission to use one of our ancient texts is she?" The old unicorn looked slowly and shakily from the scroll to Midnight his expression seemingly neutral.

"Give me a moment and I shall bring the book to you." He spoke as he slowly rose from his seat, his speed making even Granny smith seem fast, as he walked over to a shelf. In front of the shelf was a small pedestal with an encased book. All around it were magical locks. The old unicorns horn glowed gently as clicks from the locks could be heard disengaging and letting the glass slowly rise from the book. Midnight walked over to the old unicorn as he looked back to Midnight.

"Do be careful with this book. It is as old as Celestia herself. If not more." He spoke again, a tinge of fear behind his voice.

"There will be no need to even touch the book my friend. It shall remain here, All I need to do is a single spell and its contents will be engraved into my memory." Midnight smiled gently causing the older pony's brows to rise in surprise.

"That spell must be new, I have never heard of it before. It must come in quite handy at times." He smiled as he watched Midnight cast the spell onto the book then release it. The older pony watched as Midnight's face slightly contorted after scanning the book.

"Is something wrong?" He spoke softly watching Midnight.

"N-no, It's just that the contents of this book are............" He trailed off.

"Puzzling? Yes I can understand that. I have read the book countless times attempting to decode all that lies within, I have spent the better part of the last century alone on this book alone. Maybe one day, it's secrets will be revealed. Until then though, one can only hope." The archivist gave a soft chuckle as he placed the glass back onto the case and reengaging the locks.

As the locks were replaced the archivist walked slowly back to his seat. Midnight close behind.

"You said you've spent the better part of the century looking over the text. How old are you exactly?"

The old pony gave a hardy laugh this time surprising Midnight.

"Almost as old as time itself. Celestia herself could not even hold a candle to my age." He gave a small smirk, the wrinkles across his face bending to his smile.

"That is quite a long time. May I ask......" He was cut short as the old pony raised a hoof to stop him.

"I'm afraid that is a story for another time young one. Please do come and see me again, even if it does not involve researching the ancient texts." He smiled waving a hoof from his center to his side slowly, making his chair turn with a loud squeal as it turned with his momentum.

"I will, and thank you for your time." He spoke nodding to the elder as he left the archive, the guard at his side.

After making his way back to the surface and out of the castle, Midnight took flight toward Cloudsdale to arrive at the Cloudisium. Although the flight was short and uneventful, simply looking at the line ahead of him took all of his ambition to stay.

"Good grief at the line." He spoke as he stood behind roughly several hundred Pegasus ponies. As he stood there though, many eyes began to fall on him in question. His attention however was kept to the line ahead of him.

After about an hour standing in line it had diminished by almost half. Midnight was beginning to grow impatient as he continued standing there. 'Just keep it up, This is for Dash's present.' He thought to himself.

After another two hours he finally arrived to the front of the line walking up to the window, a smaller baby blue pegasus with a white mane behind the window.

"How can I help you today sir?" She chirped happily.

"Finally made it, Yes I'd like to get an advance ticket to the Wonderbolt's show next spring, and can you make it the specialty ticket?" He sighed tiredly. The little pony behind the counter cringed slightly.

"I'm sorry sir but this line is for Sapphire Shores tour. Our advance tickets are the next window over." She pointed with her hoof to the vacant line with noone standing there.

Midnight gawked for a moment before looking at her. "You have to be joking. I've been standing in this line for three hours. Please tell me your joking." He groaned rubbing his temples with his hooves.

"No sir, plus there is a special entrance for royalty to pass the line entirely."

Midnight's eye twitched slightly as he stepped over to the next window, another pony with orange hair and vintage style glasses adorning her face.

"Can I help you?" She spoke with an annoyed tinge to her voice not even looking up.

"I'd like to purchase a couple Special seating Wonderbolt's ticket's please." The irritation in his voice seemingly drowning out hers.

"Thank you sir, that will be seven hundred bits." she said as she waited for the bits to come across the counter.

Midnight groaned hearing the price but forked over the bits. The annoying Pegasus pressing the tickets under the glass, Midnight quickly gathering them up and placing them into his saddlebag. He turned taking flight into the air away from the stadium heading back to Ponyville.

"Ugh! Three down, three to go." He spoke to himself as he started to regret having ever thought of getting his friends any presents.

He arrived back in Ponyville before Dusk. The orange and red fire playing across the sky turning the once white clouds into a bright spectacle to behold. He gave a heavy sigh landing in front of Sugar Cube Corner and making his way inside. Upon entering, he saw Pinkie playing with the foals.

"Hey Pinkie." Midnight smiled as she waved in return, the two foals bouncing on her as if she were a giant pillow.

"Are the Cakes in?" he asked. Pinkie giggled at the two foals pointing to the kitchen looking at Midnight.

He made his way into the kitchen to see the Cakes cleaning up the mess from the day. Mr. Cake noticing him enter the kitchen put down what he was doing and walked up to Midnight.

"Well hey there. I take it your trip to Canterlot was successful?" He smiled.

"Yes sir, I have all the supplies right here in my bags. Let me just get these tickets and your welcome to the bag." Midnight smiled pressing his nose into the bag after placing it on the floor in front of him, quickly pulling to shiny tickets from them.

"Oh my, are those what I think they are?" Mrs. Cake smiled trotting up, forgetting what she was doing as she looked at the tickets.

"Special seating to the Wonderbolt's, I got them for Rainbow Dash for Hearthswarming. I know she really likes them from what I could tell earlier. Figured I'd get them for her." He smiled but gave a loud gasp as a pink blur flashed in front of him making the tickets disappear.

"OMIGOSH! Dashie will be SOOOOOO happy to get these. Oh I can't wait to tell her." She spoke causing the three to gasp.

"Pinky! No!" Midnight began catching her attention, her bouncing halting in mid air as she looked to Midnight.

"You can't tell anyone about those tickets. It's a gift for Hearthswarming. If you tell anyone then Dash will find out and ruin the surprise." Midnight pouted taking the tickets from her grasp with his magic.

"Ok, I won't say anything. I just want to see her face when she finds out though. She might explode from being so happy, and thats something I've always wanted to see." She giggled.

"You want to see a pony explode from being so happy? Is that even possible?" Midnight cocked a brow staring at the pink pony.

"Yea! I do it all the time. OH! What are you getting me for Hearthswarming?" She smiled widely.

"Now Pinky, You will have to wait to get your present as well. Good thing I hid it so you cant find it." Midnight laughed.

"You hid it!?" Pinky gasped.

"Yes, and no you can't look for it either. It's a surprise." He smirked.

"Ok." Pinky smiled then disappeared into the other room with the foals.

Midnight gave a questionable look to the Cakes who only shook their heads giving a soft chuckle.

"I'll get back to you two tomorrow night ok?" Midnight smiled receiving a nod from the Cakes.

It was getting late and Midnight still had three other Ponies to get present's for. Not to mention write a book for Twilight. He headed toward the Library, quietly walking inside to see a small glow coming from behind a large stack of books.

"Twilight? You awake?" he whispered as he neared the books looking around the side to see Twilight asleep, her face resting on an open book. He smiled watching as she tossed slightly turning her head and snuggling the book to her.

"You are something else Twi." He chuckled quietly to himself as he pulled a blanket over her. grabbing a blank journal from the shelf, a quill and inkwell from Twilight's desk and heading into the main room of the library. He sat down pulling a small lantern from nearby and placing the book in front of him as the quill dipped into the inkwell then started to write into the open book.

The night carried on for some time until dawn could be seen from the windows. Midnight gave a large yawn as he finished the book placing the worn quill and near empty inkwell back onto Twilight's desk. The book he pulled with him as he climbed the stairs to his guest bed, quickly laying down, his eyes closing and sleep taking him as he hit the pillow.

Midnight awoke to a crash downstairs. Quickly forgetting the book he leapt from his bed heading downstairs to see several broken shelves and many books littering the floor. To the side sat a stunned purple dragon rubbing his head.

"Spike? You alright?" Midnight asked as he stepped over to the little dragon.

"Yea, I'm fine. Those shelves just up and broke when I was putting books up. Twilight is going to be so mad when she get's back." Spike groaned pulling his face down in worry.

"I'll see if I cant fix them little bro. Just sit back and relax for a bit." Midnight reassured him as his magic went to work on the shelves.

An hour went by before the shelves had been repaired and the books replaced and organized. A very grateful purple dragon giving Midnight a hug as well.

Twilight slowly made her way through the front door, a floating bag of books being floated in behind her.

"Hey Twi, need some help?" Midnight smiled surprising her.

"HEY! Oh no, I'm fine. Just getting these books into the libraries office. They need organized, categorized, and shelferized." She giggled causing Midnight to cock a brow at the terrible joke.

"Come again?" he asked.

"They need to be sorted, stamped and placed on the shelf." Twilight deadpanned.

"Ah, gotcha." Midnight winked.

Twilight sat the books down giving a large yawn. "I think its time for a nap. I don't have anything planned for the day, plus I've been up since early. Time for a little shut eye." She gave a tired smile heading upstairs. Midnight wishing her sweet dreams. After a moment her remembered the book he had written the previous night. He gasped running up the stairs just in time to see Twilight picking up the book with her magic. He leapt over her grabbing the book and crashing across the room into her bed.

"Ouch." He groaned as he fell over sitting upright.

"Midnight?! What in the name of Celestia is wrong with you? Why did you grab that book?" She asked in shock.

"Well....... I............. Uh.................." He trailed off smiling.

"Midnight. What's in that book?" She asked trying to pull it from his grasp with her magic.

"No! Twilight, you can't read this book. It's a surprise!" He shouted holding onto the book as Twilight lifted it and him off the bed.

She immediately stopped, dropping Midnight onto the bed with the book.

"A surprise huh? This wouldn't be a Hearthswarming present would it?" She gave a sly smile causing him to facehoof.

"No.......... Yes................. Maybe?" He grinned sheepishly.

"Well if it is a gift then I won't pursue it. As much as I dislike surprises at times I'm sure that if it's from you then it will be a fantastic gift." She smiled as she jumped into bed pulling the covers over her. Midnight to her bedside.

"Thanks Twi, I hope you like it." He smiled as he got up trotting out of the room back downstairs to see a weird look on Spike's face.

"Oh hey, I have a question for you little bro." Midnight asked coming up to Spike.

"Whatsup?" Spike asked picking up a few books.

"What would you like for Hearthswarming?" Midnight asked making Spike stop to think, placing a claw onto his chin.

"Hmmmmmmm. How about a few giants gemstones? Those are easy to find. You'll need to speak to Rarity or Twilight to get the spell to find them though unless you just want to start digging in random spots." Spike chuckled.

"Well, Twi is taking a nap so the only option I have is Rarity. I'll seeya around little bro." Midnight smiled to Spike as he exited the Library making his way toward the boutique.

Midnight arrived at the boutique within a few minutes of walking from the library. As usual, Rarity was slaving away at the sewing machine.

"Hey princess, you got a minute?" Midnight smirked causing the ivory pony to turn around quickly.

"PRINCESS?! WERE!?" She squeaked looking around the room only to find Midnight.

"Yes Princess, I'm talking to you." He laughed giving Rarity a nuzzle.

"Oh you are so mean to me at times. I'm beginning to think you prefer Twilight's company over mine for as much time as you spend with her." Rarity playfully whined at Midnight.

"Well, I was going to need her help but she is taking a nap. Spike advised me though that you know the same spell to locate gemstones. Can you teach me?" He asked taking a seat next to her.

"Well darling, I'm no good at teaching the spell. However I do have the spell book regarding that specific spell. Your more than welcome to it. Plus if you don't mind, could you bring me some gems back as well? I need all I can get for these next few orders." She smiled as she floated the book from her desk to in front of him.

"Sure thing. Any specific gems you need?"

"Well......" She thought for a moment pulling a hoof to her chin rubbing it gently.. "I'll need plenty of Diamonds, Sapphires and Rubies. But if you can find some Fire Rubies and Emeralds please bring those as well." She smiled giving him a quick kiss.

"Alright. I have one more question." He smirked as Rarity turned to him cocking her head waiting for the question, He just smiled looking up to his horn then back to her. She gave a devious grin tackling him to the ground kissing him passionatly.

After what seemed like an eternity Midnight managed to pull away from the kissing ivory pony, making his way toward the one place he would rather not return to. The Diamond Dog Fields.

42. Spending Hearthswarming Eve alone... part 3

After a short flight from Ponyville, Midnight arrived at the fields. He pulled the book from his saddle bag, scanning it to learn its information then replacing it into his bag.

"Dang that book was detailed. At least now I know what the hell to look for." He laughed as his horn glowed brightly making every gem within a hundred yards glow through the ground. He went to work pulling up every gemstone he could find, quickly obtaining a large quantity of them. Summoning a portal he began placing them inside it so that he could summon them later. He continued searching the area until no traces were left of the gemstones.

"Time to try another spot." He thought to himself as he took flight heading toward a large mountain in the distance.

As he arrived he could feel heat coming from all around. He flew over the top of the mountain to find that it was indeed a volcano. He ran through the book in his head to see what type of gems might be located in this area then landed along the side of the volcano, casting the gem spell. After a few seconds of looking around he noticed a very large deposit of gems about twenty feet below him through massive amounts of bedrock and coal.

"Hmmmm. This won't be to difficult." He smiled as he cast his teleportation spell on the gems, but nothing happened. "What the?" he spoke in surprise and cast the spell again, which to his disappointment nothing happened. "Dammit, guess we are going to have to drill." He grinned devilishly as he summoned a large glowing drill and stabbed it into the bedrock of the volcano.

An hour went by as he was finally able to pull several very large gemstones from were he had located them with the gem spell. Three very large gemstones and several deposits of them located in the same spot. Two large fire rubies and a diamond, plus an assortment of smaller fire rubies and diamonds. The largest of the gems was roughly almost four feet in diameter, the smallest of the large stones about two and a half feet. The diamond was the middle sized one, roughly three feet. Midnight made quick work of them, placing them all into the portal space.

He took flight from the volcano heading back to Ponyville.

"Well, thats two more down, two to go." He smiled as he headed toward Sweet Apple acres.

He arrived within an hour of slow flight to Sweet Apple Acres, landing just outside the farm house to see AJ and Big Macintosh sitting on the front porch relaxing.

"Hey guys." Midnight said as he landed a few feet from the house, trotting up to the steps.

"Howdy Night. What brings ya'll out this way? Checkin on AB? Or lookin to build us another barn?" She chuckled.

"Hey, If you got the supplies, I've got the time." He winked joining the laugh.

"I bet he came out for some of yer home cookin." Big mac smirked causing AJ to blush.

"Hmmmmmm." Midnight gave the idea some thought causing AJ to sputter.

"Now you wait just one cotton pickin minute." She spouted causing both of the stallions to laugh loudly.

"I'm just pickin AJ, I actually came by to see what you two would like for Hearthswarming. It's my first one, and I'd like to make it memorable." He smiled.

"Well, I have been meaning ta get ah new Stetson. This one has had its fair share of use over the years and is plum worn out. Ah guess a new one wouldn't be to much trouble." She smiled tossing the hat to the Alicorn as he made a mental note of the size and shape of the hat. He tossed it back landing it slightly crooked on AJ's head. She gave a chuckle straightening it up.

"How about you big guy?" He smirked to the red work horse.

"Ah'm perfectly content with what ah got. Don't need much'o'nothin ta make me happy." He smiled.

"Come on now, ya gotta want something." Midnight sighed.

"What ah want ah really caint have. But that's just me. An no ah ain't telling ya." He smirked leaning back in his chair.

Midnight groaned looking from Mac to AJ who was just chuckling.

"He want's ta ask Fluttershy out but he's to chicken." She laughed as the workhorse gave a whinny of surprise trying to sit upright to quick only to fall backwards onto the porch.

"Heh, so you've got a soft spot for a certain yellow Pegasus huh?" Midnight grinned watching as Mac shoot upright to his hooves staring at the two.

"Ya'll better not say nothing ta Fluttershy or ah'll buck ya inta next week." Mac snorted.

"Hey, don't worry none. I know the perfect gift to get you and Fluttershy." Midnight smiled.

Midnight approached AJ smiling. Leaning down to whisper into her ear. "I hope he won't hate me for what I'm going to get him and Shy."

AJ leaned up whispering back. "Ah don't worry bout him, he's a big softy. Not much can get him riled up. An ah'm sure he will love whatever ya get him an Shy." She smiled then stopped as she noticed the mistletoe hanging from Midnights horn. She gave a sly smirk leaning up and giving him a quick peck on the lips.

"Yer a sneaky one Night." AJ giggled, looking over to her brother she gave a wink. "Hey Mac, take a gander at this fellers horn." She smirked nodding to Midnight.

Big Macintosh looked over squinting to see the mistletoe and gave a sigh as he began to walk over.

"Hey! What're you doing?" Midnight said as he backed away from the approaching Big Macintosh.

"Aw come'on now, Ya ain't guna pass up a smooch since ya got that mistletoe hanging from yer horn are ya?" Mac laughed making a kissy face as he approached.

"Eeyup!" Midnight shouted as he took flight flying away from the red stallion.

AJ and Big Mac fell over laughing as Midnight made a b-line back into Ponyville, a trail of flames in his wake.

Midnight had made his way back to Ponyville Library. Entering with haste. He breathed hard as he walked in seeing Twilight sitting at her desk, a bed mane and cup of coffee as part of the scene.

"Hey Night!" Spike smiled.

"AAAH!" Midnight shouted in surprise scaring the baby dragon and Twilight.

"WOW! Take it easy bro." Spike laughed seeing Midnights expression of shock.

"Sorry Spike, Just a little jumpy at the moment. Here, you take this." Midnight sighed tossing the mistletoe to Spike.

"Hey I don't want anything to do with that kissy stuff." He groaned holding the mistletoe out as if it were disgusting, slowly heading to the garbage bin.

"Not even if it's from Rarity?" Midnight smirked causing the baby dragon to stop for a moment then place the mistletoe into an unseen pocket on his being.

Midnight gave a soft chuckle as he walked over to Twilight who was reading.

"Hey Twi, got a minute?" He asked sitting down across from her.

"Yea, whatsup?" She smiled setting her book to the side looking up to Midnight.

"Well I was wondering. Is there any good place around here to take a date?" He questioned causing Twilight to blush furiously.

"W-what? Why are you asking me?" She sputtered.

"Well, I'm trying to get Big Mac and Fluttershy a nice evening away together. Don't tell him I told you or he is going to kick my ass." He spoke with a hint of fear in his voice causing Twilight to giggle.

"Hehe, Don't worry, your secret is safe with me. But why not ask Rarity? She will know more about this than me."

Midnight gave her a deadpanned look. "Seriously Twi? Ask the biggest gossip pony in Ponyville where it would be a nice place to go on a first date for Shy and Mac?"

"Yea, I guess your right." She spoke with a giggle then bringing a hoof up to her chin in thought. "Well you can always get them tickets to the theater in Canterlot, and a meal at one of those fancy restaurants. Maybe a little champagne as well." Twilight smiled dreamily thinking of a stallion taking her to do the same thing.

"Thanks Twi, that sounds perfect." He smiled as he headed out the door leaving Twilight to day dream.

After another flight into Canterlot to find one of those fancy places to eat, and a two way train ticket for two, Midnight headed back to Ponyville arriving at the boutique. It was now around nine pm and snow was starting to fall again. Midnight gave a shiver as he landed heading into the boutique only to dodge a lamp that had been chucked at him by a furious ivory pony.

"What the hell?" he yelled as he dodged another flying object which smashed against the door.

"You CAD! Getting some fancy dinner plans with another pony besides me! And in Canterlot no less!" She shouted hurling another object at him.

"SHIT!" He dodge just in time. "Rar listen to me!" He tried to explain but was cut off as a roll of cloth hit him in the snout.

"Don't your Rar me you jerk. I'm supposed to be the only pony you pamper! I'm the only pony your supposed to love and cherish. I'm.............." She was cut off as Midnight quickly kissed her into silence.

"The only pony that I truly love." He finished giving her a smile.

"You're lying, Why would you get those tickets and reservations?" She asked feeling hurt and looking away.

"First off, those items are gifts for two good friends. Second, I didn't tell you because you like to gossip, and everyone in town would know." He smirked as she shot him a dirty glare, but sighed as he moved in to nuzzle her.

"Then who were they for?" She asked looking up into his eyes with her tear stained face.

"Big Macintosh and Fluttershy." He smiled.

Rarity gasped giving a girly squeal of delight.

"Oh my gosh! You're setting them up aren't you?" Rarity squealed again.

"Yea, AJ pointed out his secret. Figured I'd kill two birds with one stone by knocking out their gifts together. Twilight came up with the idea."

"Twilight?!" Rarity squeaked out in shock, her mouth hanging agape.

"Yeah, surprised me to. Guess she read a book on dating."

The both chuckled at the thought. After the laughing calmed they both began to pick up the shattered lamp and other objects thrown in Rarity's fit of jealousy. Midnight mending them with a spell and replacing them into their respective spots in the boutique.

"So darling. Have you gotten my present yet?" Rarity cooed nuzzling up to Midnight.

"Yeeeeees and your not getting it until Hearthswarming Eve." Midnight smirked.

"Oh but darling I think it would be so much better to give it to me now." She grinned giving him a kiss.

Midnight gave a devilish grin. "Ok, I'll give it to you." he laughed picking her up with his magic and trotting upstairs, Rarity giggling loudly as he made his way into her room tossing her onto the bed.............

Tonight they would make there own way to stay warm in the cold weather.

43. Spending Hearthswarming Eve alone? (part 4)

Morning arrived with another chill. Midnight opened his eyes to see Rarity sleeping silently next to him. Her mane matted from the prior nights fit of passion, a blissful smile across her face. He smiled giving her a gentle kiss and slipping out of bed to take a quick shower before starting breakfast.

The shower was quick and the breakfast had been made. The smell of coffee lingering throughout the boutique. Rarity tossed slightly in bed taking in a deep breath as she awoke to the smell off the freshly brewed energizing liquid. She yawned tossing the covers to the side as she pulled herself from bed, slowly making her way to the bath room to freshen up.

An hour had gone by before Rarity left the bath looking like her usual self. Perfectly curled mane and the fresh scent of lavender adorning her presence. She made way to the kitchen seeing Midnight at the stove making some fresh eggs and a tossed salad already on the counter.

"Well, we are up bright and early, what's the occasion?" Rarity smiled trotting over to the Alicorn and giving him a good morning kiss.

"Well I can't up and leave everyday now can I? Especially after making love to the most beautiful mare in the Universe." He grinned making her blush furiously.

"Oh stop it. You don't mean that do you?" She recoiled blushing, raising her leg to try and cover her face from the red seeping through her ivory coat.

Midnight quickly used his magic to pick up Rarity and swept her off her hooves, leaning over her and holding her in his forelegs. Looking deep into her eyes he smiled.

"I meant it with all my heart." He said making her giggle and lean forward to kiss him, he doing the same.

"Ahem!" came a voice from the kitchen door startling the two into a frozen pose. They looked seeing Sweetiebelle with a look of disgust on her face.

"Eeeeeewwwwww!" She groaned coming in and sitting at the table. They gave a chuckle, separating after a quick kiss to sit at the table. Midnight using his magic to fix a plate for each of the two ladies sitting there..

"So what did you have planned for today darling? You have all the present's accounted for. What's left to do?" Rarity smiled as she took a sip of coffee.

"Well, I actually have two final presents left to get. I'll need Twilights help with one of them, and I'll need you to gather all the girls together as well if it isn't to much trouble. We can all meet at the library." Mid said as he finished his cup of coffee.

"What are you going to do Uncle Midnight?" Sweetiebelle asked as she finished off her morning salad, reaching for her juice box to take a drink.

"Well I need Twilight to help me summon a telescope from my world. Rarity will get all the girls ready for a portrait to be taken as well. I'd like to give Celestia a picture of all of us together and give Luna a nice telescope. I'll need to go to my old house and back to Sugar Cube corner as well to pick up a few things."

"Sounds like a plan to me." Rarity smiled as she finished her coffee, placing the cup into the sink. "I'll go ahead and get the girls ready. I'll tell them to meet at Twilight's tonight around seven. Is that ok darling?"

"That's fine, I should be done with my errands before then. I can get Twilight to help with the telescope while we're at her place. Sweetie, you want to tag along?" Midnight smiled looking down to the little filly.

"Nah, I'm supposed to meet up with Applebloom and Scootaloo so we can try to get our Cutiemark's again." She smiled back as she finished off her juice box tossing it into the trash.

"Alright just don't get into any trouble." Rarity said in a stern voice.

"I know sis." Sweetiebelle groaned heading out the door with her saddlebag.

"I'll see you this evening my dear." Midnight smiled giving Rarity a loving kiss.

"Mmmmmmm, you had better. Or I might just have to get Twilight to change your coat pink." She giggled seeing the expression of horror on Midnight's face.

"Oh God, anything but pink!" He groaned heading out the door.

Midnight arrived at his old home to see Applejack on the porch roof shoveling snow from it.

"What are you doing AJ?" He yelled causing her to jump slightly.

"Gosh darn it Night don't ya'll sneak up on meh like that! Ya coulda made me sliiiiIIIIIIIIIIP! She yelled as her hoofs hit an icy patch sending her tumbling off of the roof only to be caught within inches of the ground by Midnight's magic.

She opened her eyes after feeling the sudden jolt of stopping in mid air to see Midnight slowly setting her onto the snow covered ground.

"Whew, that coulda been bad. Celestia knows ah don't need another broken leg." She smiled.

"Why were you shoveling all that snow off anyway?" Midnight asked as they headed inside.

"Well, your home isn't built like the rest'o the homes in town. It's a might strange, and can't hold up to the weight o'the snow. We need ta get it off before it caves in the place, and by the way, what in the hay are ya doing out in this weather anyway?" She smirked seeing his confused reaction aboiut the snow.

"Well, I needed to stop by to grab my old recipe book. I managed to forget it among all the books I had moved to the library. Glad I remembered it." He smiled opening a drawer and pulling out a little black book roughly an inch thick, opening it to make sure the recipe he was looking for was still there. "Good, it's still in here." He smiled tossing the book quickly into his saddlebag.

"A recipe book? Ah didn't know you could cook." AJ chuckled

"Actually I can cook a few things, Some well, some not so well. These recipes are actually from my great great grand mother. Some newer ones added as time went by. It was left to me when my parents past about 8 years ago."

"That must be a pretty old book then." AJ smiled as she headed back outside, Midnight right behind her.

"Yea, If I had to guess, its about a hundred and fifty-ish years old. Sure wish I could have met my great great grandmother. You talk about a lady that could cook. From the sotries I was told she was the best cook around." Midnight stopped for a moment thinking back to one of the recipe's, a smile creeping across his face.

"I just thought of a gift I can give Granny Smith." He chuckled catching AJs attention as she made her way back onto the roof of the porch.

"O'really? What that might be?" AJ spoke as she picked up the shovel in her mouth and began to scoop off the snow from the roof.

"Well if you won't tell then I can let you know." he gave a sly grin.

"Now ya know ah aint guna tell nopony." She smirked.

"Well, I have an old apple pie recipe. I think your Granny might find it a rival to her own recipe." He laughed.

"Ah don't know about that, but yer welcome ta give it to her. Just don't say nothin about it rivaling hers, she's a might fical when it comes to competition in baked goods."

"Noted." He smirked. "And let me help you out." he said as his horn glowed casting a spell on AJ. Her hooves began to glow then stopped.

"What did ya just cast on meh?" She asked cocking her hat higher on her head.

"Anti-slip spell. Now you can run on slippery surfaces just like it was the ground your trees grow from. I'll seeya around AJ, Oh and come by Twilight's tonight, I need all the girls there. Seven sharp." He said as he took to the air, AJ nodding in confirmation.

Rarity had made progress finding most of the girls. Rainbow Dash was the easiest to find as her daily routine when it was cold was to stay at the library with Twilight. Twilight of course was already in the Library so she got two for one this round. Fluttershy was of course at home curled up on her couch drinking some hot chocolate while watching the fire in her fireplace, all of her animals either hibernating or having flown south for the winter.

Pinkie pie was babysitting the foals for the cakes as they were baking and said she could make it on time. Now the only other pony she had to find was Applejack.

She had made her way to Sweet Apple Acres to locate the earth pony. Along the way she passed Midnights old home noticing the snow lacking porch roof. She trotted up to the house making her way around it to see if any other snow had mysteriously vanished.

*CRUNCH*

Her head snapped around hearing a loud crunch in the snow only to see nopony there. She continued walking and suddenly everything when white. She let out a loud muffled and very startled scream from within a pile of snow.

"What in tarnation?!" AJ yelled looking over the edge of the room to see an elegantly curled purple tail waving back and forth from under a large snow pile. AJ gasped seeing what she had just done.

"Hang on Rar, Imma coming!" She shouted as she jumped from the room into a large pile of snow at the other end of the porch, quickly galloping over to her buried friend.

Rarity at this point was hyperventilating trying to get out of the snow covering her and began to thrash about furiously trying to free her self. Using her horn she screamed out as she thrust it through the pile of snow upwards as hard as she could. She broke through but hit something else as she did so, She felt something warm begin to cover her horn. A loud gasp came from AJ as she tried to take in a breath frozen in pain. Rarity looked up to see AJ impaled onto her horn She tried to scream but nothing came out. A trickle of blood soon made its way from the wound down over the sides of Rarity's face. After what seemed like an eternity AJ fell over taking Rarity with her. She landed with a sickening thud onto the pile of now red stained snow. Rarity pulled herself from AJ causing her to yelp in pain curling up into a ball as she lay there. It was then at this point that Rarity screamed, the echo reaching through the Apple orchard all the way to the farm. Big Macintosh had been outside clearing some of the snow from the trees in the orchard. Upon hearing the scream he shot of like a bullet toward the scream, hearing it a second time as he neared Midnight's old home, he rounded the corner to see Rarity sitting there to stunned to move or say anything. Big Mac rushed over seeing the blood on her then noticing his fallen sister he gasped. Without hesitation he pick up AJ onto his back. Rarity sat there to stunned to move.

"Rarity! Snap out of it!" Big Macintosh shouted shaking the blood stained pony. She just sat there staring wide eyed at AJ on Big mac's back.

"Dammit Rar yer gunna hate me for this later....." He growled raising a hoof and striking her across the face which snapped her out of her daze.

She hit the snow with a resounding thud quickly pulling herself upright looking to Big Macintosh with tear filled eyes. rubbing her cheek.

He went up to her looking her in the eyes. "Follow me to the hospital." He glared making her tremble and nod in shock. They made their way quickly to the hospital.

XXX

Back at the library Pinkie Pie suddenly began shaking violently then stopped, catching the rest of the girls attentions.

"Oh no! My Pinkie sense is going crazy. Something really bad just happened!" She shouted in a panic.

"What is it Pinkie?" Twilight asked trotting up to her, Fluttershy and Rainbow Dash making there way to her as well.

Pinkie began to shake again wincing in pain and falling over holding her chest as if she was hurt.

"Owwie!" She cried. "I..... I don't know but whatever it is, we need to go to the hospital to find out. She cried as she stood heading toward the door. The others quickly following behind her.

As they stepped through the door however a certain three fillies ran up to them.

"Ya'll gotta get to the hospital quick, AJ's hurt bad!" Applebloom cried as she turned and ran back toward the hospital. The girls gasped following suit. Sweetiebelle and Scootaloo right at their side.

"What happened?" Twilight shouted as they ran.

"Rarity hurt AJ, it was an accident. She didn't mean to." Sweetiebelle cried as she ran.

"How badly hurt is she?" Dash asked as she flew next to Scootaloo who was crying as well.

"She was covered in blood, Rarity was too, I only saw them for a second when they rushed by." Scootaloo choked out.

"Rarity said she hurt AJ with her horn by accident when she stopped to talk to me, she took off to the hospital before i could ask anything else." Sweetie cried out.

"Rainbow, If they were covered in blood we may need Midnight, go find him and meet us back at the hospital." Twilight commanded causing the blue Pegasus to take off into they sky, looking down over the town and all around her to locate the Alicorn.

44. Spending Hearthswarming Eve alone..... Not on my watch!

Midnight was taking his time today until seven rolled around so he could meet the girls at the library. He had made it to Sugar Cube Corner just a couple hours after Pinkie had left. It was around five in the afternoon and he was inside with the Cakes baking a very special surprise for Celestia and the combined gift from the Cakes and Midnight to Pinkie.

After finishing up, they prepared the surprise in a large box wrapped with a delicate golden ribbon and another box with a Pink ribbon. He placed the packages gently between his wings with his mouth making sure not to use magic to lift them, then making his way happily toward the library as it was nearing seven o'clock.

Upon arriving he gave the door a gentle knock with his hoof. After a moment noone answered so he tried the handle. It was unlocked. Using his magic he turned the knob letting himself in to see the lights still on but noone was there.

"Girls? Its almost seven. Are you ready to take the portrait?" He yelled to see if anyone was there. Silence only followed.

He sat there for the better part of an hour until it was almost seven forty-five. He gave a sigh laying down. "I guess Rarity couldn't get them to come by, and I was hoping to give the girls the presents tonight." He sighed.

As he sat there he summoned the rest of the gifts from his hide away portal, already wrapped and ready to be opened. Placing them under the tree Twilight and Spike had set up,smiling at the sight. Three large gemstones sitting behind the tree against the wall wrapped with a large ribbon each made him chuckle a bit. Finding a box big enough for them would have taken up way to much space and probably wouldn't have fit in the room. He gave a yawn as he laid there watching the lights dancing through the tree. Slowly getting more and more drowsy as time lingered. After another ten minutes he could hear screaming outside, it was faint but audible. He stood upright quickly making his way outside to see a blue blurr careen into him sending him into the snow.

"Midnight! Oh thank Celestia! We need to get to the hospital, AJ's hurt!" Dash screamed.

Without thinking Midnight grabbed a hold of Dash pulling her to him and teleporting to in front of the hospital. They made way inside seeing the girls and the Crusaders outside the operating room door. A light was on above the door indicating that an operation was currently being done. Midnight walked up to them, they turned to see him coming up and immediately ran up to him crying.

"Girls? What happened to AJ?" He asked.

"I-it was an accident." Rarity cried looking up to Midnight through her tear stained face, That was when Midnight noticed the heavy orange stain which covered most of her face.

His eyes went wide seeing how large the stain was. "Where is she?" he asked as they all looked to the operating room door.

Without a word he pressed gently through the group of girls and through the door. It swung closed behind him. The girls sat there holding each other crying softly as they wait.

Midnight strode through the door to see several unicorns all working feverishly on the orange earth pony on the table. She was unconscious and hooked up to several machines. One was breathing for her while another was taking her vitals.

"What is he doing in here? Get him out of here!" One of the doctors yelled to an orderly who quickly ran up to the Alicorn.

"Sir you need to leave. This is no place for........" He was cut off as the heart monitor flat lined.

"She's crashing!" One of the doctors yelled grabbing some panels to shock her back to life.

The orderly suddenly felt a cold chill run through his body as Midnight leaned down to speak into his ear.

"Move." Midnight spoke, ice and death behind his voice.

The orderly shook, frozen in fear as Midnight walked past him.

"She's flat lining, hit her again!" A doctor yelled again then noticed the Alicorn approaching.

"What is he still doing here!? I said to get him..............." He was cut short by Midnight as he shouted.

"SILENCE!" He paused seeing everyone motionless. "Diagnosis." He spoke only to receive silence.

His mane began to turn a bright red and grow as he looked to a doctor who was shaking in fear.

"I...... said........ DIAGNOSIS!" He shouted again.

"Severe blood loss, punctured right lung which is also collapsed." He squeaked.

Midnight strode over to AJ a tear running down his face hearing the heart monitor screaming out a long flat tone. His horn began to glow gaining luminosity as each moment passed. The light consumed the room quickly.

Outside the room the girls sat shaking as they heard Midnight shout, not out of fear, but with worry. Until they saw light seeping through the cracks around each of the doors. Upon nodding to each other, no words were exchanged. The girls strode quietly through the door, gasping at what they saw. Midnight was glowing white, his horn engulfed with magic, his frame and AJ's floating in the air, his arms wrapped around her still frame. They stayed that way for what seemed like an eternity until the magical glow soon began to fade then vanished. Midnight falling to the floor on his back with a loud thud, AJ resting on his chest. The girls made way over to him as the doctors came out of hiding. They gathered to see that both Midnight and AJ were both breathing and asleep. Midnight's mane flickered lightly, almost non existent as they lay there.

A unicorn doctor came over to the two looking at Midnight. He quickly cast a spell on him gasping. He went over to the wall pressing a button and speaking into it.

"Code black, level 1, operating room 3!" He shouted, his voice resounding over the loudspeakers.

After a moment several unicorns came rushing into the operating room, then a few more. This kept up until the room was packed with unicorns all of there horns glowing brightly.

"What's going on?" Twilight asked the doctor.

"This Alicorn used a forbidden spell to save this young mares life. He is going to die if we don't get his magic level back up within the next two minutes." He said ushering them to the side of the room as it was impossible for them to leave due to the amount of unicorns inside.

Dash floated above the large group seeing AJ suddenly lifted and floated into another room.

"They're taking AJ" She shouted quickly flying after her into the room, leaving the rest of the girls behind.

"Ladies, I need you to listen. What you are about to see is going to be unpleasant. Do not under any circumstance intervene. If you stop the process for any reason, the Alicorn may die." He said gaining their attention.

As he finished he yelled back to everypony. "BEGIN!"

A flash of light filled the room, then screams of pain. Midnight was now floating in the air screaming and thrashing wildly. His legs and wings were quickly bound with magic. His body in full magical restraints. His screams echoed through the hospital shaking its very foundation, until only silence followed.

He was placed onto a gurney and wheeled away into the other room with AJ. The unicorns quickly left the room, the stench of sweat being left behind, Many of the unicorns panting heavily from over exerting themselves from the magic being used.

The girls slowly made way into the back room seeing AJ and Midnight laying in separate gurneys side by side. Heart monitors and IV's in place. They gave a sigh of relief moving to between the beds. Applebloom jumped up laying at her sisters side. Sweetiebelle in her sisters embrace, and Scootaloo hugging onto Dash. It was going to be a long night.

Morning arrived without notice in the windowless room. The clock on the wall ticked away as the time passed by.

"Oh man....." Midnight groaned as he stirred.

"What happened?" he said as he looked around seeing all eyes fall on him, which immediately began to water.

"Oh God! Is AJ alright?" he shouted raising up only to recoil in pain laying back down.

The girls moved slightly so that Midnight could see AJ across from him at his side. He looked over giving a sigh of relief. He looked to see her heart monitor going strong. He turned his gaze back to the group.

"I'm glad she made it." He sighed resting again only to cringe as he felt three sets of hooves climb onto his chest. Three little fillies quickly hugging him around the neck crying softly.

"I'm alright girls." He smiled hugging back. The group of mares all smiling at the scene before them.

"Where's mah hugs?" AJ spoke up as she looked to everyone who quickly turned to her.

"AJ!" they all shouted.

"SIS!" Applebloom shouted over them all jumping from Midnight to her sister hugging her.

"Are ya ok sis?" Applebloom cried.

"Ah'm fine. Ah don't feel any pain a'tall. Which is kinda strange considering the damage.............." She said lowering the cover to see no wound at all.

"What in the..........?" She began then remembered seeing Midnight in the bed next to her. Her head shooting around to see him smiling gently.

"Yea, sorry AJ, I did it again." He smiled.

AJ sighed shaking her head. "Yer just to nice Night."

"You know ya love me though." He chuckled then cringed in pain.

"Night?" AJ spoke getting out of bed and moving to his side. The others trying to stop her only to be pushed away.

"I'm fine, I just used up my magic again to save you is all. I should be fine in a day or so." He smiled reaching a hoof out to her, AJ taking his hoof with hers.

"Alright then, but ya better stop this or ya just might kill yerself next time if that ever happens." She laughed through teary eyes.

"Heh, I'd do this again and again if it meant saving you girls." He chuckled, wincing in pain again.

"Everyone smile!" Pinkie shouted as she bounced over to them pointing to the camera she sat up a few yards away.

"Huh?" they all shouted as they turned to see the camera. *SNAP*

It was Hearthswarming Eve in the palace. Luna and Celestia sat quietly opening a few gift's they had received from some of their closer friends. Luna opened a large box giving a girlish squeal as the paper was quickly torn from it.

"WOW!" She spoke in an almost inaudible voice as she stared at the massive telescope before her. "It's from Midnight, Tia." She giggled pulling the wrapping tag up to her vision. "What did he get you............?" She trailed off looking to her sister who was crying and looking an opened box. Luna trotted over to her to see what was causing her sister to cry. As soon as she saw it her eyes watered as well before they both burst out laughing.

They fell over laughing as the pictures fell to the floor. On them were the mane six, the Crusaders, and Midnight in the middle of each picture.

The first picture shows all of the girls looking at the camera with a 'Huh?' expression splattered across their faces, except Pinkie who was at that moment was smiling as she was placing a set of bunny ears on Midnight.

The next picture it shows them all smiling except for Midnight who was looking up at the bunny ears, his face in shock.

The third picture was of them all laughing at Midnight who was fuming at Pinkie, who was just rolling around laughing.

The fourth picture was the best. Midnight had his arms crossed, a smug grin on his face as he faced the camera but looked to the girls near AJ's bed who all now had bunny ears instead of their regular ears.

The fifth picture the girls were running after Midnight who bolted from his bed, only his flank and tail could be seen in the picture.

The sixth and final picture showed them all in a group photo smiling. Three of the mane six to each side of Midnight smiling. The Cutie Mark Crusaders in the front smiling, with the words, 'Happy Hearthswarming from your friends.' across the front.

After their fit of laughter the two Princesses opened the box again that the pictures were in to see a Beautiful chocolate covered cake. A bright red cherry in the center and strawberries adorning the rim of it. To the sides of the cake in the box were four cupcakes. One each one had something written on them. A post it note was in the inside flap of the box stating to not use magic on them or the consequences would be terrible. And also to place the cupcakes in a specific order.

Celestia use her hooves to place the cupcakes in order, They read

'The' 'Cake' 'Is A' 'Lie'

Celestia rubbed her chin in thought as Luna cut a slice of the cake placing it on a plate.

"What do you suppose the letter meant by not using magic on them Tia?" Luna asked as she attempted to use her hooves to use the fork to cut a small piece of cake, but failing miserably.

"I don't know." She said as she turn to see Luna growling at her piece of cake because she couldn't use the utensils.

"Well, using these blasted things by hoof is impossible. I'm using my spells." Luna grumbled using her magic to lift the plate and using the fork to cut a piece of the cake. She smiled as it floated to her mouth, her lips closing around the small bite. Her eyes shot open as she pulled the clean fork from her mouth. She repeated the action again, then again and again until the cake was gone from the plate. Luna's face flushed bright red, her cheeks puffing out as she tossed the plate and fork into the fireplace storming out of the room.

Celestia looked at the cake repeating Luna's first motion with magic, As her lips closed around the cake on the fork it disappeared into thin air. She did this action once more to be sure before giggling. She then took the fork in her hoof slowly cutting a piece of the cake then slowly training it to her mouth. Upon her lips closing around it this time it did not disappear and she was rewarded with the most excellent cake she had ever eaten.

She continued savoring each bite she took until that slice was gone. She looked back down to the pictures softly speaking to herself.

"Oh Midnight, I see you got a hold of the Cakes special cake recipe." She giggled as she took another slice of cake onto her plate.

The girls had all arrived at Twilight's. Each gathered around the tree and pulling presents left and right. Pinkie was of course the first to go but was warned to take caution with opening her present.

As she slowly opened it she smiled widely pouncing Midnight and giving him a bone crushing hug then rushed into the kitchen to grab some plates and silverware. It was a cake exactly like the one he had given Celestia. Pinkie already knew about it from previous years so she knew about the note that was also attached to the inside of the box.

Next up was Rarity who opened a large bag seeing countless flawless gemstones then looking up to the two of the largest gemstones she had ever seen, She immediately tackled Midnight kissing him repeatedly.

Next up was Spike who had been eying the giant gemstones since he walked into the room the previous day while everyone was in the hospital. After Rarity moved her giant fire ruby and diamond to the side Spike dove at the other largest fire ruby munching at it happily.

AJ was next as she opened her present revealing a brand new stetson hat. She looked at a small note attached to it that read. "I hope you like this hat AJ, I had it enchanted just for you. It will keep you warm in the winter and cool in the summer."
She smiled giving Midnight a kiss making him blush.

Next up was Rainbow Dash. She tore open her present with vigor, she froze for a moment bringing out two tickets to the Wonderbolt's show next spring. After a few second of shaking she fell over out cold a wide smile plastered across her face.

Next up was Twilight. She already knew that she was getting a book so at that moment she wasn't to surprised. That is until she read the title and screamed jumping around the room in glee.

"OHMYGOSH! How did you get this?!" She squealed to Midnight.

"I scanned the copy the princess has and made you a copy. Now you can say you have one of the only two existing copies of the oldest book in Equestria." He smiled and was immediately pounced by the purple unicorn and smothered in kisses.

Finally we reach Fluttershy and Big Macintosh. They had been advised to open theirs together. As they did however both burned a bright red. Big Mac almost catching on fire from burning a brighter red than his coat. They looked to each other giving a shy smile.

"So.... Uh Shy. Would you like ta go grab dinner sometime?" He spoke while rubbing the back of his head nervously.

Shy moved forward gently pulling his arm to her chest holding it gently. Lowering her head and placing it on his chest.

"I thought you'd never ask." She spoke quietly causing the room to burst into a cheer.

As the night progressed Sweetiebelle and Applebloom opened their gifts. AB getting a new pair of bucking shoes and a TV. Sweetiebelle getting the sweater she knew she was going to get and a bottle of fancy perfume.

The night went by slowly as they sang songs and played games. Sharing Pinkie's cake and also playing the cake is a lie prank on the two unicorns, everyone laughing at them then letting them in on the joke after a couple thin air bites.

"This is a holiday to remember." Midnight smiled as he watched everyone enjoy themselves.

"I defiantly can't wait until next years celebration."

45. Rarity's Revenge (Part 1)

Authors Note: I want you all to be aware that AJ's dialect plays a part in the way I write for her. You WILL find misspelled words and other material for her dialog. Also I would like to point out that Pinkie's dialect/dialog is proper as well. I am fully aware of the proper way to write the sentence's that she speaks in this chapter. I wrote her dialog as if she wasn't properly educated in english grammar. Replacing ME for I and some other stuff. I mean come on, she is THE party pony afterall. Ignorance is bliss afterall. And she is the most blissful pony alive. So please don't give me crap about this chapter. Also This will be a two part chapter. The fun begins in the following chapter. Oh and if you guys like reading my stuff, help by giving me a thumbs up. I appreciate it.

Hearthswarming Eve, Although it had not gone as planned turned out alright. Despite a near death experience the two ponies involved pulled through alright and proceeded to have a wonderful evening with their friends.

Pinkie and Twilight had gotten together the following evening to plan a new years celebration since it was only a few days away. They sat in the Library talking things over, snow still falling on the ground outside, adding to the already tremendous amount that lay there. The two sat near a magic fireplace inside the library. It had been specially enchanted to produce heat that would not warm anything other than a living creature and surrounding area so that nothing would catch fire.

"So Twilight, what do you think of my plans for the new years prank on Midnight?" Pinkie beamed.

"Sounds a little risque to me Pinkie. As much as I'd love to see Midnights face during the whole thing I seriously doubt I could join in on the fun. I'm just not cut out for.............well................ you know." Twilight blushed heavily twiddling her hooves as she spoke.

"Oooooooh! But it will be so much fun! Just think of how fun it would be to surprise Midnight. Better yet, think of his reaction! OMYGOSH!!! It is going to be so funny." Pinkie fell over laughing as she thought of what Midnights reaction would be as they surprised him.

"I don't know Pinkie, what about Rarity? What would she................" Twilight was cut off as Pinkie bolted upright speaking.

"It was her and AJ's idea you silly filly." Pinkie smiled.

Twilight's eyes went wide at the thought of Rarity thinking up such an elaborate plan to surprise Midnight.

"Seriously? I mean...... I know that those two are engaged and all but to be so open in a relationship its just like one of those books I read that Midnight had given me. What was the word again? Polygamy? Even though its still practiced here in Equestria I seriously doubt Rarity would allow such a thing to happen in her and Midnight's relationship. I mean mmmmMmMMPH!" Twilight was silenced as Pinkie shoved a hoof into her mouth giving her a slightly annoyed look.

"You're over thinking again Twilight. Just be happy that we get to pull such an awesome prank on him! I can't wait to see his face." She giggled loudly giving a snort or two during the process.

Twilight removed the foreign hoof from her mouth as she began to speak again. "Alright Pinkie, I'll play along, but I don't want things to get out of hoof. I mean, what if Midnight thinks we are serious and tries to follow through? It could seriously be disastmmmmmmmmmMMMPH!" She was cut off again by Pinkie who gave her a smirk. Twilight lowered her ear giving a snort as Pinkie removed the hoof from her mouth once again.

"Good girl. I'll go set everything up since Rarity is working on the outfits. She was lucky enough to get some magazines from AJ the other day that she found in his old house. I wonder if he even remembered that they were still in his home?" Pinkie pondered for a moment looking as if she was really thinking hard then stopped, a smile replacing the thoughtful look on her face as she bounced toward the door of the library.

"I'll bring over the outfit tomorrow night so you can try it on." Pinkie smiled as she exited the library, leaving a crimson faced Twilight behind to ponder of what would occur a few nights from now.

(Rewind back to earlier that day.)

AJ continued cleaning the snow from the roof of the house Midnight had given the apple family. She had recently purchased an enchanted salve that could easily be applied to a roof that would make any and all snow and rain roll off of it and not build up like it currently was doing. But in order to properly apply it, the roof had to already be clean of the weather related material in question. She had Midnight enchant her hooves again so that she wouldn't slip and continued to removed the snow from the roof. After roughly three hours of work she had cleared the roof and applied the salve.

Afterwards she made her way inside to have a look around. All of Midnights earthly possessions had been left in the house when he handed over the keys to AJ. All he had asked is that if anything was in the way, that it be placed in storage in the attic. AJ being the element of honesty obliged the request as she began packing up a few things from here and there. Pictures were placed gently into several boxes as was some of the decor that she found to be rather odd since it served no other purpose than to decorate. Decorations were fine but the ones laying around the house were not within her taste.

She began in the living room as it was the first room you would walk into if you came in the front door. Any guest could see the area and the objects within it. Having strange decor would cause a pony to think indifferently about the Apple families new home, so the decor had to go. The furniture on the other hoof was extremely comfortable and not worn in the slightest. Although the large couch in the living room wasn't her first color choice (beige) It unfolded into a bed for extra guests to sleep over in case they needed a place to crash or Applebloom decided to have one of her sleep-overs with her to filly friends.

After taking inventory and moving what items AJ deemed necessary to move into storage from the living room, she moved onto the study. She took one look at the book-less room and gave a sigh. It had a few items she would think to move but the room wouldn't be occupied by any guest. This room would be the perfect place to do the Apple Taxes when the time came. So she left the room alone moving onto the garage. It lay empty now as Midnights car had been moved to a museum in Manehattan. All that was left in there was a few cardboard boxes with different items and a large workbench covered in tools to work on the car and property.

AJ trotted over to the boxes going through them one by one. As she went through the first one she noticed mostly garbage and random empty food containers from TV dinners that had been previously consumed. Midnight as a human never really did like to cook so he took the easy route by nuking his precooked food. She closed the lid of the box sliding it next to the door. The next box was a surprise as it contained many different magazines. Human males and females adorned the cover and inside of most of them, even a few children.

"I bet Rar would love these things." AJ chuckled to herself looking through the pile. However as she dug a little deeper she noticed a few other magazines only relating to human females, a lot of them in lingerie. Others more risque. AJ gave a deep blush looking through a couple of the magazines before an evil grin spread across her face.

"Hooooo doggy, Night yer about to get some payback for them bunny ears ya gave us." She snickered closing the box up and hefting it onto her back.

After hauling the box into town she stopped at Rarity's boutique, setting the box next to the door she went inside, the bell ringing above the door as she entered.

"Cooooooomiiiiing." Rarity sang as she pranced into the parlor of the boutique. "AJ darling! Have you finally decided on getting a beautiful dress to show off to a special somepony?" She giggle causing AJ to blush.

"Not exactly Rar, I was wondering if Night was'round." She replied giving a sinister grin.

Rarity felt a chill run up her spine as she watched AJ smile.

"I'm sorry but her is out at the moment. Was there something you needed from him?" She asked, concern in her voice.

"Nope, I was hoping her was out so I could bring in something for ya ta help me on." She snickered as she opened the front door and dragging in the box of magazines.

"What's in the box? Rarity asked as she trotted over.

"Well, this is for you, I found it inside Nights old house. I was thinking we could pull a prank of him because of them ears he gave us when we were in the hospital the other night." She smiled.

Rarity cringed remembering the incident, she had literally killed one of her friends by accident only for Midnight to jump in and save her at the last moment in turn almost ending his life.

"I remember it darling. Although I wish I could forget the whole thing." She said looking away from AJ to the floor as her eyes began to tear up.

"Hey now, none'o'that. Ah alive and still kicking sugarcube. No need for the waterworks. Sides, it was an accident. Nopony blames ya." AJ smile pulling her ivory friend into a hug.

Rarity gave a soft smile as she sniffed slightly. "Alright then. I shall not dwell on it. So what of this prank you would like to pull on my dear stallion?" She smiled.

"Well, ah figure we could do this." She grinned pulling out a few magazines from the box. Rarity's eyes lit up seeing the fashion but her face nearly exploded when AJ showed her the other pictures of what she was planning. She looked up to AJ then back to the magazine several times as AJ told her the plan she had in mind.

"Are you sure darling? Your willing to participate in this?" Rarity giggled thinking that the earth pony would never do such a thing.

"Ah figure we would give him a run for'is money then get a big laugh out of it at his expense." She chuckled.

"Well count me in darling, I would love nothing more than to prank my soon to be husband. I do say though that this is a plan I didn't think you would come up with." Rarity smirked causing AJ to blush.

"Hey now, just cause ah don't act all girly and wear frilly outfits don't mean I haven't had a roll in the hay before. Ah have had a couple stallionfriends in the past. Ah jus'never talk about it is all." She laughed nervously pulling her new stetson from her head and waving it like a fan on herself.

"So who all do you want to join in on this prank?" Rarity grinned.

"Well ah know Pinkie loves to pull pranks, so ah'll ask her. Ah'll ask her to ask Twi if she'd like to join in as well. She is a might sore about those bunny ears. Ah don't think ah'll ever forget that shade of pink she turned midnight in the hospital."

Both of them laughed loudly thinking back to when Midnight had been cornered. Twilight was laughing as she cast the color changing spell on him then a buffer spell to prevent him from removing the spell for an entire day.

"Oh my, yes he was still unhappy having to do errands today as a pink Alicorn. I do say though if his mane was like normal ponies then he could have made an excellent male counterpart to Princess Cadence." Rarity giggled.

"Heh, alright, ah'll get to Pinkie's and see what she thinks, then ah'll have her go ask Twi. Ah know Fluttershy would be way to timid teh do something like this so she is out of the question. RD hates wearing clothing but she is up for a prank. But I wonder if she'll partake in it? Ah'll find her an ask. All ya gotta do is make the outfits, an make sure Night don't find out. We can do the prank on Pinkie's New Years bash."

"Alright then. Once you know who will partake in this little prank please let me know. In the mean time I will make one of these outfits for each of us." Rarity chirped happily as she turned to head into the back room to gather the supplies needed. AJ grinned as she too headed out of the boutique toward Pinkie's.

AJ arrived at Sugar Cube Corner making her way inside to find only a few customers inside. She took a seat in one of the booths waiting for them to be served before getting Pinkie's attention. After about Twenty minutes and several other customers walking in, the store was now empty. AJ strolled up to the counter getting Mr. Cakes attention.

"Well good afternoon Applejack. What brings you by? Looking to sample one of our newest creations?" He smiled.

"Not tehday Mr. Cake. Ah need teh talk teh Pinkie." AJ smiled.

"HI!" Pinkie shouted from behind AJ as she hung from the ceiling with a huge grin plastered across her face.

AJ whirled around startled by the pink ball of energy, her brow cocking as she looked at the pink pony hanging from the ceiling. She shook her head giving a giggle. "Pinkie, yer way to random for yer own good."

"I know, So what's up? Did you come down to talk to me about a prank?" She giggled seeing the look of confusion across AJ's face. Mr. Cake sighed shaking his head as he went into the kitchen. Knowing Pinkie and the pranks she pulls. He wanted no part in what was about to unfold.

"How in tarnation didja know ah was guna ask ya about a prank?" AJ asked in confusion.

"My back was itching, so it's my lucky day! And knowing my lucky days it's usually Dashie that asks me to help pull a prank on somepony." She smiled. "But since you came by asking for me I assumed you would be asking." She giggled falling to the floor then began bouncing happily around the room.

"Well, yer right on the money there sugarcube, Now lets get teh someplace where we can talk about it. Ah don't want nopony knowing'bout this prank, cept a few friends." She nodded to the stairs. Pinkie leading the way up to her room so they could talk.

After an explination of the events to unfold in pranking Midnight, Pinkie was all for it. Although the prank was out of her normal routine of pranks, it would still shock the Alicorn to no ends.

"I'll go ask Twilight to see is she wants to help out. Knowing her though she will probably sit out. Dash might help though. But then again I think she would have just as much super duper fun just sitting to the side watching." Pinkie smiled as the two left her room heading out of the store. AJ headed back to Rarity's while Pinkie bounced her way toward the library.

Pinkie arrived at the library in little time, making her way inside she immediately found the purple unicorn at her desk reading through several books at once. It was later in the evening at this point so she knew Twilight was in the process of finishing up her studies for the day. Sneaking over around around Twilight she gazed over her shoulder looking at the book she was so engulfed in.

"OOOOOooooooo, That book looks really hard." Pinkie spoke softly startling Twilight.

"AAAAHHH! PINKIE!" She yelled causing the poink earth pony to fall over laughing.

"Sorry Twilight, but you looked so engrosed in your book that I had to make a comment." She giggled pulling herself upright, a wide grin across her face.

Twilight gave a sigh as she place a bookmark into her book then closing it onto her desk. She turned to Pinkie giving her a smile. "So what brings you by Pinkie. I haven;t gotten any new recipe books lately." She spoke as the Pink pony rocked back and forth on her rump still smiling.

"Oh! No I wasn't looking for a new cookbook, I came by to let you know that Rarity, AJ, and me are planning a prank on Midnight. We thought you might like to join in since he gave us all bunny ears the other day." She smiled spinning on her rump a couple times.

Twilight gave her a questionable look, a small smirk spread across her face. "What kind of prank are we talking about?"

After a few minutes explaining to Twilight what was going to happen, Twilight was almost ready to explode from how red her face had turned.

"So Twilight, what do you think of my plans for the new years prank on Midnight?" Pinkie beamed.

"Sounds a little risque to me Pinkie. As much as I'd love to see Midnights face during the whole thing I seriously doubt I could join in on the fun. I'm just not cut out for.............well................ you know." Twilight blushed heavily twiddling her hooves as she spoke.

"Oooooooh! But it will be so much fun! Just think of how fun it would be to surprise Midnight. Better yet, think of his reaction! OMYGOSH!!! It is going to be so funny." Pinkie fell over laughing as she thought of what Midnights reaction would be as they surprised him.

"I don't know PInkie, what about Rarity? What would she................" Twilight was cut off as Pinkie bolted upright speaking.

"It was her idea you silly filly." Pinkie smiled.

Twilight's eyes went wide at the thought of Rarity thinking up such an elaborate plan to surprise Midnight.

"Seriously? I mean...... I know that those two are engaged and all but to be so open in a relationship its just like one of those books I read that Midnight had given me. What was the word again? Polygamy? Even though its still practiced here in Equestria I seriously doubt Rarity would allow such a thing to happen in her and Midnight's relationship. I mean mmmmMmMMPH!" Twilight was silenced as Pinkie shoved a hoof into her mouth giving her a slightly annoyed look.

"You're over thinking again Twilight. Just be happy that we get to pull such an awesome prank on him! I can't wait to see his face." She giggled loudly giving a snort or two during the process.

Twilight removed the foreign hoof from her mouth as she began to speak again. "Alright Pinkie, I'll play along, but I don't want things to get out of hoof. I mean, what if Midnight thinks we are serious and tries to follow through? It could seriously be disastmmmmmmmmmMMMPH!" She was cut off again by Pinkie who gave her a smirk. Twilight lowered her ear giving a snort as Pinkie removed the hoof from her mouth once again.

"Good girl. I'll go set everything up since Rarity is working on the outfits. She was lucky enough to get some magazines from AJ the other day that she found in his old house. I wonder if he even remembered that they were still in his home?" Pinkie pondered for a moment looking as if she was really thinking hard then stopped, a smile replacing the thoughtful look on her face as she bounced toward the door of the library.

"I'll bring over the outfit tomorrow night so you can try it on." Pinkie smiled as she exited the library, leaving a crimson faced Twilight behind to ponder of what would occur a few nights from now.

As Pinkie left Twilight's, she made her way around town to locate her fellow prankster, Rainbow Dash. Although it was late, the sun had not fully set. But the cold air, along with the snow was making it harder for the Pinkie pony to stay warm and continue her search.

The sun was about to fully fall beneath the horizon when Pinkie finally found the sky blue Pegasus. She was walking her number one fan home, down the cleared path from the park. They all met in front of Scootaloo's home.

"Hey Pinkie, What's up?" Dash smiled seeing her fellow prankster pony.

"Not much, I've got a great prank planned and I'll need your help." She smiled.

"Hey squirt, I'll seeya later alright? Keep up those wing exercises I showed you and we'll have you doing stunts in ten seconds flat." Dash smiled giving Scootaloo a noogie.

"I will Rainbow Dash. I'll seeya tomorrow." Scootaloo beamed heading into her home.

Dash began to walk with Pink back toward Sugar Cube Corner as they spoke.

"So what's the prank, and who is the victim?" Dash grinned causing Pinkie to giggle as she began, but stopped seeing other ponies walking around. She leaned in whispering the prank into Dash's ear.

*POMF*

Dash's wings stood upright, a bright blush fell across her face as she froze in position. Pinkie fell over seeing her reaction until Dash began, catching her attention again.

"Seriously?! Holy crab apples! I dunno Pinkie. Even if Rarity came up with that I dunno if I could see myself doing that. Yea it's just for fun but..........." She stopped thinking things over.

"Who else is dressing up?" She finished cocking her head to the side.

"Well Rarity came up with the idea, she is making the outfits and will be the first one to start the prank. AJ Twilight and me are going to dress up also. Fluttershy is waaaaay to shy to even be asked, plus her and Big Macintosh are an item now so I don't think he would be to happy about her joining in on the fun. All that's left is you if you'd like to join." She smiled

Dash gave a determined grin as she puffed out her chest proudly. "Count me in. Midnight needs a little more payback than just being turned pink." She stopped thinking of Midnight being pink. She snorted trying to hold in a giggle, Pinkie holding a hoof over her mouth also trying to contain herself. They looked to each other seeing how each one of them were about to burst and just fell over laughing.

After a few minutes laughing and tears shed. The two friends made their way home. Tomorrow would be an interesting day to continue the plan.

46. Rarity's Revenge (Part 2)

The following day was like any other. Rarity had managed to send Midnight out to gather some hard to get gem stones for a client's dress that was in the works. Although she felt bad about fibbing to her love, it would be well worth it in the end once the outfits had been finished for those who would be participating in the prank.

Rarity had finished all of the outfit's and had made her way toward Twilight's, Along the way she had come across AJ sitting at her booth in town. Letting her know that everything was set. AJ nodded telling her she would come by the boutique later to try on the outfit as well as tell anypony else that was in on the prank that everything was ready.

As she made it to Twilight's, she noticed that Pinkie was already inside waiting.

"See, I told you." Pinkie said to Twilight who just face hoofed and pushing a couple bits into her hoof.

"When will I learn about your Pinkie sense?" She groaned.

Pinkie smiled, "Hey, as long as I can keep winning these bets, I don't mind if you ever learn." She giggled.

"Well, assuming you two are talking about me having everything ready. You are correct." Rarity smiled as she trotted over to the others.

"Is Spike...." Rarity nodded to the door.

"Yes he's out running some errand's for me. He will be a little while so we're safe." Twilight blushed watching Rarity pull the outfits from her saddle bag.

Pinkie picked up hers looking at it with wide eyes. "OOOOOOOOoooooooooo."

Twilight floated her outfit over checking it out as well. Her blush only increased seeing how lacy it is. She tossed it back to Rarity giving a sigh. "Alright, I'll see you guys at the boutique for the party."

"But Twilight, you have to try it on to make sure it doesn't need any altering, same for you Pinkie." She smirked causing Twilight to blush again.

"Do I have to?" She groaned, looking to Pinkie as she was fussing with her outfit as she was attempting to put it on but had no clue.

"Yes, and Pinkie dear, please be careful. Let me show you the proper way to put it on." Rarity cautioned as she began showing the others how to put it on.

After a minute The ivory pony was decked out in the most seductive looking lingerie she had ever made. Twilight was about to explode from seeing Rarity in her outfit. She gave an audible gulp as she shakily began to put hers on. She manage to look at Pinkie for a second to see if she had hers on, and sure enough she was bouncing around the room wearing lingerie.

A couple minutes passed as Twilight finished putting on hers, moving over to the mirror in her room to see how she looked.

The others came over looking at themselves as well.

Rarity's lingerie was a deep black with some purple lace perfectly matching her mane and tail. A pair of knee high stockings on her rear legs strapped to a waist garment that fit snugly around her midsection. A pair of Black semi-transparent panties covering her rear. Moving further up her frame was a see through nighty and a bridle around her head and muzzle.

Pinkie's was identical except for the colors. Her lingerie was yellow with pink lace. An odd color but she pulled it off perfectly.

Twilight was fidgeting with her outfit, uncomfortable wearing them, even in front of her friends. Her's was white with a light purple lace matching her coat perfectly.

They all stood in front of the mirror looking at themselves for a moment.

"My goodness, we look simply seductive in these." Rarity cooed.

"Yea! We look so sexy it hurts!" Pinkie bounced around smiling.

"No Pinkie, you need to be seductive, When we pull this prank on Midnight we all need to act as if we actually want him." Rarity corrected.

Pinkie's smile turned into a seductive grin, her eyes taking on the bedroom look as she moved over to the now shocked Rarity, Pulling her into an embrace tilting her backwards and holding her taught she looked into her eyes as she spoke softly to Rarity.

"Oh Rarity, I've never been able to tell you until now, but.......... I love you, I want to be with you, forever and always. Take my body, do with it as you please, but......be gentle." She spoke in a sexy voice moving in to give Rarity a kiss but stopped just inches away. Her eyes shooting open as a huge smile spread across her face. "Like that?" She giggled.

Rarity lay in Pinkies arms in total shock, Her face burning a crimson red as she looked at Pinkie.

"P-perfect darling." She squeaked.

"YEAH!" Pinkie shouted, throwing her hooves into the air and letting Rarity drop, hitting the floor with an audible thud.

Rarity rubbed her head as she sat up looking to Twilight. "You will need to practice as well. Just remember to be seductive." She smiled finding her legs as she began to remove her outfit. Pinkie doing the same. Twilight looked unsure of herself as she sat there, but began removing the outfit as well as she thought about how to approach this without messing up the prank.

After disrobing, the three heard the door to the library open downstairs. Spike had returned from his errands a little earlier than expected.

"Hey Twi. It wasn't to busy at Quill's and Sofa's so I got back pretty quick." He shouted as he placed the bag of items onto her desk in the back room.

As he had gone into the back room though with the bag, Rarity and Pinkie slipped out the front.

"Remember, be at the boutique around eight. I will have all of the clothing ready in my back room. Each box will be labeled by color for each of you. I'll fill in the others when they arrive at the boutique." Rarity whispered to them as she and Pinkie left the library.

'Oh Celestia, what have I gotten myself into?' Twilight thought to herself as she went to her desk to start reading again.

Rarity had arrived back at her boutique seeing AJ sitting out front munching on an apple.

"Are we ready Applejack?" Rarity smiled.

AJ gave a sigh blushing lightly. "Ah'm having second thoughts on this whole thang. I know it'll be a hoot, but ah'm still not sure what will happen as the result." She said rubbing the back of her head distraught

"Don't worry, Applejack, I am sure that everything will go smoothly, And should Midnight get himself worked up over the whole thing, I shall have my fun with him in everyponies place." She giggled going through the front door leaving a shocked in awe orange earth pony in her wake.

AJ snapped herself to attention quickly following Rarity.

"Are you serious? I know after seeing five of us all in the same room wearing that girly stuff is guna flip his wig sugarcube. Can ya really handle all that onryness in one go?" AJ inquired.

"Oh darling, If you knew Midnight as well as I do, you would know that simply once is never enough." She grinned evilly causing AJ's mouth to hit the floor.

AJ chuckled at the comment after regaining her wits. "Dang girl, sounds teh me like you're more pent up than that Alicorn of yours."

Rarity turned bright red at the comment looking back to AJ. "Well, one would want to have as much fun with the only male Alicorn in existence would they not?"

AJ chuckled again. "Yea, ah wouldn't mind having a roll in the hay with that feller mahself." She grinned causing Rarity to spin around facing her in shock.

AJ just smiled as she passed Rarity into the back room.

"You're serious aren't you?!" Rarity squeaked.

"Well sure ah am. He saved mah sis's life, gave the Apple family a new house, then saved my life." Rarity flinched at that part of the comment. "That feller is more chivalrous than ya give him credit for. Heck, if ya hadn't fell for him ah sure would have." She smirked causing the ivory pony to sputter.

"Well, at least I know where you stand on your feelings for him. I must say though, If you wanted to have a 'roll in the hay' with him, you're more than welcome to." She smiled causing AJ's mouth to drop again.

"W-whut!? Are ya serious?! You got that kinda relationship with him?" She spat.

"He and I have an open relationship yes, but we do have terms that must be followed. As long as the one he is with is not in heat, or is out to keep him for themselves then he is free to rut whomever he wants. The princess does not count at this point as she is already carrying his foal." Rarity spoke as she pulled AJ's lingerie from a dresser drawer.

"Well, ah can guarantee ah ain't guna get knocked up anytime soon. Mah heat done passed a couple months back. The apples have a tendency to have their young during the summer. Thats when mah brother, sis, and I were born. How about you and Sweetiebelle?"

"Well Sweetie was born in late spring, I was born in early fall. Rather far apart I know but mother was getting rather pushy with father about having a second foal so Sweetie came along a month early. The poor dear had such an awful time at first but she has grown up rather strong." Rarity smiled as she helped AJ into her lingerie.

AJ stepped in front of the mirror looking at herself. She removed the clasp holding her tail and mane in place letting the hair fall normally. She posed a couple times in front of the mirror with and without her hat. Her color scheme was a bright green with red lace. The orange would have clashed badly with her coat and tail. But this scheme fit perfectly with her cutiemark.

AJ smiled, satisfied with the outfit, removing it with a little help from Rarity it was placed into a small orange box and locked into a large empty trunk with the others.

"Poor Night is guna flip after we get through with him." AJ and Rarity giggled excitedly.

"Now all I have to do is find Rainbow Dash to get her to try hers on and we will be set." Rarity groaned thinking of the blue blur, wondering were she might be.

Dash had been making several rounds around Ponyville. It was to cold to fly, the snow was coming down at a brisk pace making visibility difficult. It wasn't a full on blizzard, but very close. The sun was close to the horizon behind vast amounts of clouds. The sky, although grey and speckled with dots of snow, still held the fading light well. It was around six in the afternoon but looked more like nine due to the weather. Dash had been in her cloud home during the day, fixing it up to keep out the cold weather. Being made of enchanted clouds made all the more insulated. The only difference in having no glass in the windows but enchanted to keep the cool air out. There was a lot more to having a cloud home than one might think. It involved a lot of magic and enchantments.

However, Dash had made her way into town to grab a few magical items to help keep her home insulated and even went as far as to gather an enchanted fireplace made specifically for cloud homes. Upon leaving the store 'Colt Lumber' she had gather the items from, she proceeded to trot back toward her home then lift the items up to her cloud home a few at a time. Altogether they were to heavy to fly the entire distance.

As she made her way toward her home, she ran into Pinkie who was happily trotting back toward Sugar Cube Corner.

"Hey Pinkie." She smiled trotting up beside her as she kept her pace toward Sugar Cube Corner.

"OH! Hey Dashie. Rarity was looking for you. She said to come by the boutique for a surprise." Pinkie giggled causing Dash to raise a brow.

"What kind of surprise?" She asked questionably.

"She has your outfit ready for the prank." she smiled widely.

"Alright! I can't wait to see Midnight's face when he shows up at the party. Are all of the supplies ready to go for the party?" Dash asked giving a determined smile.

"Yep, they are ready to go. All we have to do is occupy Midnight while we set it all up at Rarity's."

"I'm sure we can get him to do an errand or something before the party. You know how whipped he is with Rarity." Dash laughed.

"I didn't know he was whipped cream?" Pinkie stopped for a moment, having a thoughtful expression on her face.

"No Pinkie, It means he will do anything she wants him to do." Dash facehoofed.

"Oh, ok then. It would be really strange if he was made of whipped cream though, OH! But he would be so yummy!?" Pinkie bounce happily thinking of a whipped cream Alicorn.

"Heh, well he is definatly filled with cream." Dash giggled.

"OH! REALLY!?" Pinkie's eyes bugged out, a huge smile spread across her face.

"Uh, Pinkie, you do know what I'm talking about right?"

Dash felt her face flush slightly as they continued walking.

"Pinkie, I have to ask. Have you ever been with a stallion before?" Dash asked feeling her face flush a little more.

"Sure Dashie, I hang out with stallions all the time." She smiled, still oblivious to what Dash was referring to.

"Ugh, No Pinkie, I mean have you been with a stallion intimately before?"

Pinkie stopped for a moment thinking about the question.

"No Dashie, I've always been to busy planning parties and hanging out wit you guys to do anything like that before."

Dash was taken aback for a moment. "So you've never rutted before?"

"Nope, why do you ask?" she smiled

"Well you do know that we are playing that prank on Midnight to get him all riled up right? And the prank consists of making him want to rut us all right?"

Pinkie smiled widely. "Of course you silly filly. But its all just a joke right? We weren't actually planning to rut him." Pinkie looked at her in question.

"Well I don't know about the rest of the girls, but I've been wanting to have a little fun with him again." Dash giggled.

Pinkie let out a loud gasp. "OHMYGOSH! So you've rutted with him before?!" she asked, her eyes wide waiting for the answer.

"Eh, yeah, we've rutted once before. But its all cool cause Rarity has an open relationship with him. She doesn't mind him having a little fun every now and then. So if you wanted to, you could have some fun with him as well. But being a virgin and all, I think you might want to wait for the right stallion to experience that with." She said rubbing the back of her head nervously.

"It's ok Dash. Rutting really isn't something I'm interested in. But if I feel the need I can always ask Midnight." She giggled causing Dash's jaw to drop.

"Wow Pinkie. I never expected you to say something like that." Dash stated as she caught back up to Pinkie as they neared Sugar Cube corner.

"Why not? He is a friend afterall. Being able to have fun together is what friends do." She smiled bouncing up the door.

"Well. rutting isn't something you do with just anypony Pinkie. You can if you want, but its better to have feelings for them as well. I mean, I like Midnight a lot. And having a rutting session with him is like a never ending fireworks show in your mind. But I couldn't see myself rutting with him, just to rut when I get a little antsy." Dash smirked.

"Well Dashie. I'm sure it'll be alright either way. Let's just concentrate on the prank, then maybe after we can have some other fun with him." Pinkie giggled.

"Alright Pinkie, I'll head over to Rarity's. I can't wait to see what she came up with for my outfit." Dash grinned as she took off toward Rarity's.

Dash arrived at Rarity's in less than a minute, landing outside the boutique and making her way in. Opening the door she quickly trotted in. Rarity was at her workstation working on a dress for a client, turning her attention to the ringing door she smiled seeing Rainbow Dash coming in.

"Oh thank heavens you made it Rainbow, The others have already tried theirs on and I am absolutely dieing to see you in yours." Rarity swooned happily.

"Alright, lets do this." Dash smiled as they headed into the back room. Rarity quickly pulled out the lingerie made for dash and helping her into it.

Dash smiled as she trotted in front of the mirror to gaze at herself in the seductive clothing. The main part of it was a gold color, the frill a cascade of rainbow colors to match her mane and tail. A see through nighty with strategically place holes for her wings. It fit snugly but not tight. Rarity looked her over to make sure everything was right. After a few minutes and some posing later, they were both satisfied with the end result. Dash quickly removing the outfit and returning it to Rarity.

"Wow Rar. You really outdid yourself on this one. If I was into all that frilly stuff I'd love to wear that to tease Midnight later." She giggled.

"We will all get our chance at the party darling. Remember to be here early so we can set it all up. I'll let Midnight know that we are having a party, but leave out the prank details of course." She smiled.

"Alright then. I'll see you at the party." Dash smiled trotting outside and taking off into the air.

*AAAAACHOO!* *sniffle* "Dang, I've been sneezing like this for the past two days. I hope I'm not coming down with a cold." Midnight spoke as he made his way back toward the boutique.

As he arrived making his way in he could hear Rarity at her workstation sewing away at yet another dress.

*Sigh* "That poor girl never takes a break when she needs one." He sighed to himself.

"Hey doll, you sound busy. Anything I can help with?" He spoke as he came up to her giving her a nuzzle.

"Oh darling, you don't need to help. But I do have something to tell you." She beamed.

"Oh?" He smiled back.

"Well as you know, new years will be in a couple days. The girls and I have planed a small party just for a few of us here at the boutique. Pinkie will be here to set everything up tomorrow. We will need some food and drinks as well, So I need you to go the out and gather some of them just before the party starts. Do you mind doing that for us?"

"Sounds good to me. Who all is coming?" He asked cocking a brow.

"Well, I am of course, Pinkie, Twilight, Rainbow, and AJ as well. Fluttershy will be busy, She and Big Macintosh have plans for New years." She smiled.

"I'm so glad that they got together, even if I had to kick them both into play to get it started. Shy is such a sweetheart, and I know Big Mac will treat her right." Midnight smiled as hs sat down on his haunches.

"They do make a cute couple. You are quite the matchmaker my dear." Rarity smiled leaning over and giving him a sweet kiss on the cheek.

"Nah, I just helped to set things in motion is all. I have done that several times before with some friends from back home."

"Really? That reminds me, I have never really asked about your previous life before your coming to Equestria, Please do tell me all about it." She smiled, pulling the dress from the sewing machine and clipping the thread.

"What would you like to know?"

"Everything darling. Do tell me everything." she beamed happily as she put up the dress and trotted into the kitchen to make some tea, Midnight close behind her.

After several hours of talking and filling Rarity in on his previous like. She seemed shocked at a lot of it. while many other parts made her cry from being happy or sad. Midnight inquired about her past as well finding out a lot of information about her, her family, and of course how she got her cutiemark. She proceeded to tell him about how she met her friends and how they defeated Nightmare Moon, Discord, and Queen Chrysalis. She filled him in about how Twilight's brother, Shining Armor married Princess Cadence as well, inadvertently making Twilight Royalty as well.

"Heh, I'll have to pick on Twilight the next time I see her. I didn't know she had a brother. Seems kinda strange though. She doesn't seem the type to really care about much other than studying. I wonder if she has ever even had a boyfriend before." He smirked pulling a hoof up to his chin, rubbing it in thought.

"My dear, As far as I know, Twilight has never even been on a date before. The poor thing stays cooped up in that library with Spike twenty four seven, just studying. OH! Why don't you take her out, I'm sure she would absolutely love it." Rarity smiled widely.

"OK? And you won't get jealous like you did before will you?" He cringed a little remembering back to when Rarity began to throw stuff at him in a jealous fit of rage.

"No darling, Twilight is a dear friend. She also does not fall under our rules so if she wants to have a little fun with you, she can." Rarity smiled flicking her tail at the Alicorn playfully.

Midnight let out a hardy laugh. "Sweetheart, I honestly don't know whether to be worried or to be turned on by your decision to keep our relationship open. It is by far the strangest thing I have ever come across."

"Oh but you knooooooow you just love it." Rarity grinned trotting up to him and giving him a loving kiss.

"I was skeptical at first, even more so when you got mad at me. But now that we've set up some rules, I couldn't be any happier." He smiled giving her ear a playful nibble.

"Well I'm happy that you're happy darling. Just remember our rules and everything will be fine." She smirked.

"Heh, no need to worry about that." He smiled as they set down to drink some hot tea. Watching the snow fall outside the window.

47. Rarity's Revenge (Part 3)

A couple days had past since the girls had tried on their outfits, and it was now the final day of the year. Pinkie of course was already at Rarity's prepping the entire boutique for the party. Twilight had assisted by making a checklist of the needed supplies which was given to Midnight so that he could get them all and bring them back. Rainbow was out clearing the sky to make it partly cloudy with no snow forecast for that day and night. AJ was at home making some fresh hard cider for the party, and some of her grannys Mareshine. It was so potent that it could peel paint from the wall and ten yards. Rarity was working on a final dress for another client in her room away from the party decorating. Pinkie had a tendency to cause havoc when decorating for a party. Especially if it involved somepony trying to work during the setup.

Midnight set out to find the supplies, It had taken him several hours and several trips to many different stores in order to locate all of the supplies needed for the party. It was getting late in the evening now as the sun was still high above the horizon. It would be another four hours before the sun set completely and the party could begin. As he was making his way back to the boutique, he ran into the Cutie Mark Crusaders.

"What are you three doing out in this weather?" He chuckled seeing the tiny fillies attempting to plow through the snow.

"We wanted to come out to play but didn't think that the snow would be this bad." Scootaloo announced poking her head up just enough to see over the edge of the snow.

"Yea, This years snowfall is radiculus." Applebloom said shaking off some snow that had fallen from the sides of the makeshift path she was attempting to create.

"You girls doing anything tonight?" He asked as they all looked up to him.

"Yea! We're going to stay up late and have a slumber party at Applebloom's. We're going to watch the ball drop on her new TV." Sweetiebelle smiled.

"CUTIEMARK CRUSADERS NEWYEARS EVE SLEEPOVER AT APPLEBLOOMS! YAY!" They all shouted causing Midnight to lay his ears back from the sheer volume.

"Alright girls, you three have fun. Be careful today." He smiled as he waded through the snow back toward the boutique.

As he made it back, shaking off the snow from his hooves as he entered. He trotted quietly into the kitchen placing all of the items from Twilight's checklist on the counter, quickly organizing them and setting everything except the drinks up. He walked back into the parlor seeing Pinkie still placing streamers all over the place.

"Need some help Pinkie?" he smiled trotting up to her.

"Sure, let's move the ladder over there." Pinkie smiled as she began to climb down the ladder.

"I've got a better idea." He smiled as his horn glowed engulfing Pinkie in a magical aura, she gasped for a second floating off the ladder then began to fly around the boutique, placing the streamers from spot to spot as she flew.

"Weeeeeeeeeeee! Now this is a fun way to put up streamers!" She giggled as she floated to each spot. After a couple minutes though the streamers had all been placed, decorations of all kinds adorning the room. Midnight sat her down smiling as she hopped around.

"Hey there big guy, Care teh help me out?" Aj spoke from the door as she dragged a barrel into the room.

"Sure thing." Midnight smiled lifting the barrel up with his magic.

"Jus'put it in the kitchen. Ah gots a few more outside." AJ smirked as she trotted back outside.

Midnight place the barrel in the corner of the kitchen out of the way of everypony as he went back outside to help get the rest of the supplies AJ had brought.

As he exited the boutique he smirked seeing several other items adorning a small cart that AJ had pulled from her farm.

"What in the world is all this?" Midnight asked looking at it.

"Well, ah figgered we'd have a little fun tonight, so ah got some'o my grannys Mareshine, an afew other items. That barrel is filled with hard cider that ya just put in there." She smiled as Midnight lifted the remaining items, slowly floating them into the house. Once they arrived in the kitchen he opened one of the quarts of Mareshine taking a whiff.

"This doesn't smell anything like the moonshine I've made before." He stated.

"Take ya a swig, ya might think twice after that." AJ chuckled.

Midnight gave a shrug taking a small swig of the clear contents of the mason jar. He managed to swallow it only to start coughing as he placed the mason jar onto the counter. AJ laughing her tale off behind him.

"Holy crap! That is some potent stuff." he spouted after coughing a few times.

"Yea, and that aint even the hardest stuff mah granny can make." AJ chuckled seeing Midnight's eyes go wide at the thought of something stronger than that.

"Best part is, one shot o'that is like a six pack of hard cider. An if you mix it with regular cider ya cain't tell its even in there until yer so plastered ya cain't walk." AJ chuckled again.

"So you plan on spiking a few drinks tonight I take it?" Midnight grinned causing AJ to blush.

"What makes ya say that?" AJ sputtered nervously.

"Heh, no reason. I think it'd be funny as hell to see a few of the girls get drunk. But not as bad as you were before." He smirked causing her to blush furiously, facehoofing as well.

"Ah did get a bit carried away. Jus'make sure nopony drinks more than a shot'o'this. Ah don't want teh have teh takem to the hospital fer alcohol poisoning." She sighed regretting bringing it to the party now.

"Let's just hide it for now. From what I've seen. most ponies are lightweights when it comes to drinking." He chuckled placing the mason jar in the back of the upper most cabinet in the kitchen.

"True, ah've still yet to meet one that can out drink me though." AJ laughed but stopped when she heard Midnight clear his throat. "Ah, you don't count." She grumbled causing him to laugh as they walked into the parlor of the boutique.

It was starting to get late and the party had just started. Everyone sat chatting with one another when Rarity winked to Twilight to start the process of the prank.

"I'm going to get something from the kitchen." Twilight smiled as she moved quickly toward the kitchen.

A short time later she came back out holding a tray of nachos and cheese. AJ 'accidentally' putting a hoof out and tripping her, sending the snack flying onto Midnight who gasp as the hot cheese quickly stuck to his wings.

"Oh no! Midnight I am so sorry!" She pouted looking at the shocked Alicorn.

He gave a sigh standing up. "It's no problem. I'll just take a quick shower and be right back, alright ladies?" He smiled getting up using his magic to capture what chips and sauce he could to prevent making a further mess.

As they listened quietly they heard the door close to the bathroom. Rainbow flew quietly up the stairs making sure he was in the shower. She flew back down the stairs smiling.

"Let's make this quick girls." She giggled.

After a few minutes rushing to put on their outfits, and making their way upstairs they stopped for a moment just in front of Rarity's room as they heard the shower turn off in the bathroom. A soft gasp escaped each of them as they looked to each other in panic.

"GO! gogogogogogogogo Get on the bed hurry!" Rarity shout whispered. She managed to close the door just in time to hear the clopping of hooves on the floor. They passed Rarity's door as they all held their breath in anticipation. The exhaled as the hoofsteps descended the stairs.

They all found a comfortable and seductive looking position on the bed as Rarity opened the door silently listening downstairs.

"Girl's? Rarity? Where'd ya'll go?" Midnight shouted looking around.

"Up here darling, please do come up we have a surprise for you." She giggled closing the door before he could answer.

Midnight suddenly felt very nervous at the thought of a 'surprise' waiting for him upstairs. He cautiously climbed the stairs taking his time. Reaching the top he looked around awaiting something to jump out and scare him.

"I know those girls are up to something." He grumbled to himself. He quietly walked up to Rarity's door listening in, he could hear a few giggles and mumbling. "Hmmmmmm. I'll just burst in, It might surprise them into delaying an attack if they have one planned." He smirked as his magic gripped the door handle. He took a deep breath bursting into the room.

"AH HA......................................" He stopped as his eyes went to pinpoints at what he saw. The five mares he was partying with downstairs now all lay on Rarity's bed dressed in full lingerie. He was so shocked he was frozen in his AH HA stance looking at them. They giggled at him, Rainbow Dash and Rarity blowing a seductive kiss at him. Twilight blushing profusely while Pinkie was seductively eating a strawberry, AJ tossing her hat at him as her mane and tail fell loose without the bands.

The girls watched as Midnights fire mane and tail suddenly exploded into a firestorm around him.His eyes glowing white for almost tens seconds before completely stopping. His eyes now rolled back into his head and his fire completely gone. He staggered for a moment before finally hitting the floor with a loud thud.

The girls sat there for a moment before bursting into laughter. Tears falling from their faces as they continued laughing. They lay there rolling on the bed from laughing so hard they didn't notice him coming to his senses.

Midnight pulled himself up shaking his head to clear the fog. Looking at the girls laughing, he knew now that it was a joke.

"Think I'll have some fun of my own. Revenge may be best served cold, b ut I still like mine burning hot." He grinned evilly as he turned invisible and moving to the far side of Rarity's bed just behind their line of sight. He de-cloaked and stood there waiting for the laughter to die down before finally speaking.

As he began speaking their heads snapped to his location, a small gasp escaping them as he spoke.

"My my my, Had I known you all wanted to play all you had to do was ask." He smiled devilishly, manifesting a rose that quickly found its way between his maw, his eyebrows wiggling teasingly. He slowly began to climb onto the bed, his mane and tail began to flare up again.

"Uh....... Rar, was this part'o'the plan?" AJ asked looking nervously at the advancing Alicorn.

"No....... But I'm finding myself compelled to not stop it." She grinned mischievously as she moved forward to Midnight.

"I think this is starting to get out of hoof Rarity." Twilight spoke out nervously.

"And why do you say that?" Midnight smirked toward Twilight. "Were you all not prepared to have your way with me?" He smirked.

"I WAS!" Pinkie shouted tackling him off the bed and onto the floor.

AJ, Twilight, and Dash bolted from the bed screaming. Rarity just giggled looking over the edge of the bed seeing Pinkie kissing Midnight, who was shocked beyond belief.

"MMMMMMMMMMWAH!" Pinkie broke the kiss looking down at the stunned Alicorn.

The thre stopped screaming as Rarity started laughing loudly falling back onto the bed. They walked over to the other side of the bed seeing Pinkie continue her kissing assault on the stunned Alicorn.

They smiled to one another knowing now that Midnight was trying to get back at them by pretending to advance on what they had tried to play on him. They all dog piled him kissing him repeatedly. All the time he laughed loudly.

After a few minutes of the kissing torture they stopped letting him get to his hooves. Still chuckling.

"Alright girls. That was not only dreadfully mean, but probably the BEST prank that has ever been played on me. Who was the mastermind?" He chuckled.

AJ stepped forward grinning like a bandit. Midnight cocked an eyebrow. "I didn't figure you to be a prankster AJ. What brought this on?" He smiled.

"Heh! Figured we go out with a bang for this year, why not do that with a prank." She smirked.

Midnight grinned. "Oh I could help this year go out with multiple 'BANGS'." He laughed causing the ladies to giggle.

"I think I'll head back to the library you guys. I don't think I'd like to go out with a 'bang'" Twilight smiled blushing a bright red beneath her coat.

"I think I'd like to continue the party. It would be so much more fun." Pinkie smiled following Twilight.

Midnight looked to the other three ladies before him. "How about we just pick this up another time ladies. I'm sure we will have plenty of opportunities in the future." he smiled.

The three mare smiled nodding in agreement. All walking downstairs still dressed in lingerie.

Midnight watched as they all left, Rarity staying behind for a moment seeing that Midnight was still laying on the bed.

"Are you coming darling?" she smiled.

Midnight lowered his ear back blushing. "I might need some help with that." he grinned causing Rarity to walk over smiling, her horn glowing as she closed and locked the door. leaving a Do Not Disturb sign on the handle as the door shut.

"Well at least you get to go out with one Bang for this year darling." She giggled climbing onto the bed kissing him.

Yes, this year has definately been something else. We can only pray that the future events to unfold are just as INSPIRING as this one.

48. A new Evil............... (part 1)

"WHAT THE HELL!?" Midnight shouted as a ball of lightning flew past him. He had just barely dodged in time.

"Twilight what the hell was that you cast? *ZAP* SHIT!" He asked then was suddenly hit from the rear by a small lightning bolt. He turned just in time to see the orb hit him square in the face, sending him reeling into a bookcase, severely dazed.

"Oh no!? What do I do?" Twilight shouted as she picked up the book she had just pulled the spell from. She hid behind a large stack of books looking to the page she had just learned the new spell from. Her eyes going wide as she looked at the possible outcome of the spell if cast incorrectly.

*WARNING! Do not cast this spell during cloud cover, rain, late evening, night, fall, or winter. Serious side effects may include, Lightning, ball lightning, severe weather, spontaneous combustion of nearby materials, spoilage of food, headaches, nausea, and vomiting*

"You have got to be bucking kidding me!?" She shouted as a small lightning bolt zipped by the stack of books.

Twilight continued to read as she finally came upon what she was looking for, the counter spell for what she had just cast. After a quick read and double check she zipped from behind the books, her horn ablaze as a beam of magic shot out, hitting the magical orb of lightning. After a couple seconds it finally disappeared into thin air. Twilight gave a sigh of relief until she saw a signed black alicorn laying under a pile of books that had fallen atop him from his collision with the bookcase. She rushed over to see him out cold but breathing.

"Oh thank Celestia." She sighed in relief. She lay down quietly next to his side giving him a gentle nudge.

"Mmmmmmm, Ow that smarts." He groaned wincing in pain. He raised his head looking around, his vision finally falling onto the purple unicorn at his side.

"Well I take it that you found a counter spell?" He smirked pulling himself onto his haunches.

"Yeah, I was so excited to finally find an easy spell in that book you gave me that I failed to read the precautions and warnings. I'm sorry you got hurt." She pouted looking away.

"Hey, no worries. I survived didn't I? Besides, we can always learn from failure, It's not like you meant for it to go crazy." Midnight chuckled as he lifted himself up from the floor looking over some slightly singed feathers and fur.

"I know, but I should have been more careful, What if you were hurt worse?" She sighed as her horn began to glow casting a regeneration spell onto Midnight, fixing his burned feathers and fur.

"Ah, I've been through far worse that a little singed body parts. Even if I was hurt any worse, I'm sure you would have found a way to heal me if I was hurt to bad and wasn't awake to fix things myself.

"I know but still." Twilight began again but was cut off.

"Hey, no more beating yourself up alright? I'm perfectly fine now, and everything is back to normal." He smirked leaning down to just inches from her face looking her in the eyes.

Twilight blushed brightly as Midnight moved in closer to her. She looked away shyly before looking back into his gaze.

"Night, stop that, you know that makes me uncomfortable." She spoke quietly, unsure of what to say.

"Sorry, but sometimes it's the only way I can get you to stop beating yourself up. You are just one pony after all, and to be able to think and learn, one must be able to make mistakes at times in order to learn something new. I know you don't like failing at anything, but it only makes you a better pony in the end." He smiled ruffling her mane playfully.

Twilight gave a giggle looking up to Midnight through her messy mane. "I know, and thank you for helping me out. None of the girls will help me out with spell casting anymore since that last incident." She sighed thinking back to when she tried casting a multiplication spell on a cart of apples only to have them explode into applesauce on everything within a hundred yards.

"I don't think they will trust any of my spells for a while." She sighed looking rather dejected.

"Hey, no worries. I'll help out whenever you need it. Just make sure you double check your spells and counterspells before you cast them on someone and you should be alright."

"Thanks Midnight, you really are to nice to ponies at times." She smiled as she began picking up the books that had fallen from the shelf Midnight had been thrown into.

"I try." He smiled as he helped with the books. "So.............. I know you have other spells you've been looking to try. Any of them from that book I wrote for you?"

"Well, besides the one I just bucked up, yes. There are quite a few spells that I would like to try." She smiled as they finished with the books, finally fixing them properly onto the shelf.

"What spells were you interested in trying?" He asked as they walked back over to the book fortress that Twilight had hid behind during the lightning ball attack a few minutes ago.

"Well, do you remember that spell we used to get Luna's telescope for Hearthswarming?" She smiled.

"Yea, what about it?" Midnight felt a tinge of fear for a moment awaiting her response.

"I found another spell that is far older than the one we used. It has other affects and can summon other things than inanimate objects."

"So your saying that if its focused it can summon creatures from other planes?" he asked looking a little shocked.

"Yes, but it needs a large amount of magic to be properly 'guided' for it to work."

"Ok Twi, One, I won't help you with that spell. Two, I will not condone bringing another living creature into your world for any reason. And to further that argument, I want you to remember that I am from another world, pulled here without my knowledge and I am unable to return home. I know it was a fluke from that storm, but still. I will not condone bringing another creature to our plane of existence without their knowledge and approval, and anyone doing so purposely will no longer have my friendship. Is that understood?" He spoke in an authoritative tone looking down at Twilight who coward slightly.

"I-I'm sorry Midnight. I didn't think of that. I won't cast that spell. Please don't be mad." Tears began to well up in her eyes as she looked up to Midnight, A sigh escaping him as he sat down pulling her into a gentle hug.

"No, I'm sorry. I may have strong feelings about that specific subject, and you were only curious. Just promise me one thing. Think of your actions and the consequences to them before you act on them. It could save a lot of heart ache." He smiled at her as he let her go. Gently wiping away the tears that had formed.

"Alright." She smiled pulling the book from her side flipping to another spell inside it, then pressing it up toward Midnight's face. "How about this spell?"

Midnight looked at the spell recalling it in his head. He leaned to the side looking around the book to Twilight who just had an innocent smile spread across her face. "Are you serious?" he asked cocking a brow.

Twilight pouted a lip giving Midnight the most pleading puppy eyes he had ever seen. He face hoofed closing his eyes for a moment only giving Twilight enough time to move a little closer, trying even harder to look more pleading. He opened an eye looking to her.

"Oh God! Alright just please stop with the face. UGH! You know I can't resist that face." He groaned slumping over defeated.

Twilight smiled widely as she closed the book as magic began to make her horn glow.

"I'm just glad there is a counter spell for this one." Midnight sighed as a flash of light erupted from Twilight engulfing the entire room in light.

After a few seconds the light faded. Midnight sat there looking up to Twilight who had an 'OH MY GOD ITS SO CUTE!' expression plastered across her face. She came over to the now miniature Alicorn picking him up and hugging his now tiny frame.

"Awwwwwww, you're so cute!?" Twilight giggled hugging the disgruntled Alicorn to her.

"Yea, I'm just so cute." He croaked, stopping for a moment as he realized his voice had reverted to that of a child as well as his body.

Twilight gave a soft gasp pulling him away and holding him at arms length just under his arms. "Oh my gosh! Say something else." She smiled waiting.

"*ahem* Goo......goo." He spoke flatly making her fall over laughing and hugging him to her chest."

"Come on Twi it wasn't that funny." He smirked pulling himself away from the laughing unicorn.

"I know, but it was just the way you said it." She cackled still rolling.

After a few more minutes of laughter Twilight finally pulled herself together standing up and wiping away a tear from her eye.

"Alright, I'm going out for a bit. I'll be back later to have this spell reversed, and you had BETTER reverse it. I don't think I could stand being this tiny for a week." He groaned only causing Twilight to giggle and nod.

Midnight felt the gazes of every pony in town resting on his tiny frame. He had shrunk to just a little bigger than the Cutie Mark Crusaders. His normally bright fire mane and tail no longer a licking flame, but a normal mane that bore bright red and orange streaks along its length. His cutie mark still in place on his flank.

As he was walking though, he kept thinking about how his new temporary size could come in handy. Those thoughts quickly vanished however as he found his way toward the park. Upon arriving he headed toward the playground watching all of the younger colts and fillies playing together.

The jungle gym had at least five children while most of the swings next to it were occupied. There was even a small ship looking fort that had several foals playing on it.

"Hello?" a voice from behind Midnight caught his attention. He turned to see his three nieces standing there with a perplexed look on their faces.

"Hey girls, come to say hi to your uncle?" He smirked giving a playful grin.

"Uncle Midnight?" The shouted in shock looking at him, their mouths agape.

"Yea, Twilight cast a reversion spell on me a little while ago. Needless to say this was not how I expected to spend my day." He laughed in his higher pitched voice. Before anything else was said he was tackled by the three fillies who were all hugging him and talking at the same time.

"Oh my gosh! You're our size!

"OOOO Lets go play!"

"Can you still fly and use magic?"

"GIRLS Come on." He laughed trying to pull away only to be pulled back by the giggling trio.

"Come play with us." They all spoke in unison.

Without speaking he was drug along with the three fillies toward the jungle gym.

"So girls, why aren't you out trying for your cutiemarks?" He smirked trying to get them to go crusading instead of dragging him across the playground.

"We're trying to get them today, we thought we would try to have some fun though while doing it." Scootaloo smiled as she fluttered up the ladder on the jungle gym.

"And what exactly are you trying to get them in this time?" Midnight chuckled seeing Sweetiebelle failing at climbing the ladder behind Applebloom.

"Well, we're guna try and get them in gymnastics if we can. But ya gotta be nimble teh do that." Applebloom smirked looking down to Sweetiebelle who was finding it rather difficult to climb the ladder.

"Yea girls, I don't think I can do this. I'm not that nimble WHOA!" Sweetiebelle shouted as she slipped from the ladder falling toward the ground.

"SWEETIE!" Midnight shouted as he grabbed onto the falling filly with his magic, slowly lowering her to the ground.

As she was set softly on the ground a loud cheer erupted from the playground as well as some mixed whispers from a few different foals.

"That was awesome Midnight." Scootaloo shouted looking down to them.

Midnight gave a smirk picking Sweetiebelle up making her squeal out surprised as he floated her up onto the platform Scootaloo was on. He flapped his wings joining them as he landed softly next to Applebloom.

"It's nothing I wouldn't have done if i was my normal size." He smirked as they headed toward the slide.

"So what brought you to the playground Midnight?" Sweetiebelle asked as Scootaloo headed down the slide first.

"I didn't plan on coming here, I was just deep in thought and wandered through here. Guess you could call it a mixed blessing." He smiled as Applebloom was next to go down the slide.

"What do you mean 'mixed blessing'?" she asked sitting down at the top of the slide ready to go down.

"Well, had I not shown up. You may have gotten hurt." He smirked jumping onto the slide behind her, both of them going down the slide together, as they came to the bottom both crashing into the dirt laughing.

"Hehe, yeah, I'm happy you saved me earlier. OOO! Want to go play on the swings?" She smiled trotting playfully toward the them.

Scootaloo and Applebloom followed, Midnight a few steps behind them as they all jumped onto a swing each.

"Uh...... Midnight, somepony is guna have teh push us." Applebloom smirked at the Alicorn.

"Not a problem." He smiled as his horn began to glow. A soft aura appearing behind each of them as it gently began to push.

"Now why didn't I think of that?" Sweetiebelle asked non-nonchalantly.

As they kept to the swings, the conversation rolled back to Sweetiebelle.

"How has your magic practice been going Sweetie?" Midnight asked with a smirk.

"It's been getting much better, Rarity helps me when she can, Plus I heard that a new teacher will be starting at the school soon for everypony who graduates Cheerilee's class." She smiled.

"Oh really? Do you know who that teacher will be?" Midnight smirked again already knowing the answer.

"I heard its going to be some really old pony with a bug eye." Scootaloo emphasizing her disgust by sticking out her tongue and bugging one of her eyes out, causing the other fillies to laugh. Midnight rolling his eyes at their antics.

"So I guess the rumors were true, there is a new little colt on the playground." A loud voice came from behind the four on the swings.

Midnight turned to see a small group of larger colts just a few feet behind them, all having a smirk across their faces. The largest of the group was a Pegasus, at least twice Midnight's size. A ruffled tan mane and dark blue coat. A hammer on a cloud as his cutiemark. The second largest was an earth pony with a coal black mane and light brown coat, with no cutiemark. The third was a unicorn filly, about the same size as Midnight. A bright green mane and a brilliant yellow coat. her cutiemark being a daisy coming out of the ground.

Midnight smiled hopping off of his swing and trotting up to the three. His magic still pushing the girls gently as they watched.

"Hey there, I'm Midnight." He smiled raising a hoof to shake the largest of the three's hoof.

"Haahaha, lookit that. The squirt wants to be friends." The oldest laughed, causing the other two to follow suit. Midnight lowered his hoof back to the ground eyeing them suspiciously.

"Something tells me, you're not here to make friends." Midnight said cocking a brow at the eldest.

"Names Sky Hammer. This is Hoof Breaker and Hazel Vine, everyone calls her Witch Hazel though, and to let you know." The largest of the three leaned down getting right in Midnight's face. "We aren't here to make friends." He let out a snort blowing Midnights mane back.

The three fillies jumped off there swings moving to Midnights side.

"These bullies bothering you Midnight?" Scootaloo growled stepping up and flaring her little wings out.

"Oh ho! You're little filly friend guna save you squirt?" Sky spoke giving a smirk to the orange and purple filly making her recoil with a blush. Sweetiebelle next to trot up next to Midnight.

"She's not his filly friend." Sweetiebelle snapped, her voice cracking as she spoke.

"Oh? And I guess you are then?" Hazel spoke out, venom behind her voice, causing Sweetiebelle to recoil as well.

"None'o us are his filly friends, he's our...." Applebloom interjected but stopped as Midnight raised a hoof to silence her. He looked back giving the girls a wink, they all nodding and sitting down on their haunches. A grin plastered across their faces.

"We're just good friends is all. how about you three?" Midnight spoke in a calm voice.

"We're just here to take over the playground, maybe make a few bits from all of these foals." He smirked raising a hoof to Hoofbreaker who hoofbumped him back laughing. Hazel just rolling her eyes at the two.

"Oh really? Why would you do that? Doesn't daddy make enough bits for you to play with?" Midnight spoke out causing the Sky to snap his head toward him lowering his head slightly.

"What was that shrimp?" He growled.

"OOOoooooo he's guna get it now." Breaker snickered.

"I think he upset Sky" Hazel giggled.

The three fillies behind Midnight watched as everything began to progress much faster than they thought.

"You heard me. Why else would you be stealing bits from those weaker than you." Midnight smirked again causing Sky to snort and turn around.

"Midnight look out!?" Scootaloo shouted just as Sky bucked hard sending Midnight flying backwards into the sawdust under the swings.

Midnight lay there for a moment regaining his bearings as the three fillies rushed over to see if he was alright.

"Midnight are you ok?" Sweetiebelle came over helping the little Alicorn to his hooves. A small trickle of crimson running from his nose.

"Oh no you're hurt." Scootaloo cringed seeing the blood.

Midnight stood up trotting back over to the three, waving the fillies off as he did.

"Now why did you just buck me?" Midnight smirked causing Hazel to back peddle a little from how calm he was being.

"What? You mean this?" Sky bucked at him again, but this time he was ready, quickly stepping to the side as the hooves launched by his head.

"Yes, that would be the action I am referring to." Midnight yawned causing Sky to snort again in frustration.

"I did it because I don't like smart mouth colt's calling my father poor." He snapped bucking at Midnight again, only to miss.

"But wouldn't your family be poor if you had to result to violence to steal bits from other foals who have bits that their parents gave them? Unless of course your just a big bully who can't win a fight against anyone bigger than himself, and has to result in beating up on smaller ponies because they can't fight back." Midnight laughed.

Breaker and Hazel moved back seeing Sky fuming at the comments Midnight made. He began scraping the ground with his hoof, flaring his wings out to make himself look even bigger to try and scare Midnight.

"Oh you're going to pay for that comment." Sky growled as he charge the small Alicorn.

Midnight smirked seeing Sky's blind rage, stepping to the side and planting a hoof firmly into the ground in front of Sky causing him to fall forward into the sawdust.

*oof*

"Now now, there is no need for violence, I am sure we can come to some sort of agreement." Midnight smiled trotting up to just outside Sky's hoof reach.

"PLEGH!" Sky shouted spitting out some saw dust as he looked with an icey stare at Midnight. "The only agreement we can come to is me kicking you little flank!" Sky shouted as his wing flashed out knocking Midnight back a few feet.

"MIDNIGHT!" Sweeitebelle shouted as she rushed toward him only to find her hooves running on thin air. She gasped looking around finally seeing Hazel's horn glowing.

"Now now, we don't want to spoil the show do we?" She cackled levitating Sweetiebelle in the air.

Midnight rose to his hooves again only to get another quick buck into the dirt. Scootaloo and Applebloom rushed over tackling Sky to the ground as Midnight regained his bearings yet again.

"You little twerps *buck* better not get *roll* in the way!" Sky growled as he bucked Applebloom off and rolled over onto Scootaloo knocking the wind out of her.

"ENOUGH!" Shouted Midnight as his horn began to glow, his wings flared out. The shout alone gaining every ponies attention on the playground. All eyes falling on him.

"Oh? Guna save your little filly friends now twerp!" Sky laughed mockingly.

"As a matter of fact yes." Midnight gave an evil sneer, his magic quickly plucking the three fillies up and setting them behind him.

"Huh? Wait a sec, how can you have a horn and wings?" Breaker stepped forward confused as he was just noticing them.

Hazel gasped looking at the little Alicorn in shock. "You idiots! He's an Alicorn!" She shouted as she turned hoof to run away only to be picked up by Midnights magic and pulled back screaming in terror.

"An Alicorn? What's that?" Breaker laughed as he charged the small Alicorn also quickly being snatched up in a field of magic.

"It's what the princess is!" Hazel shouted in panic trying her best to free herself from the magical grasp.

"Oh crap." Is all Sky said as he was lifted up as well, knowing all to well now how badly he had bucked up.

The three fillies as well as the playground all cheered loudly seeing the bullies defeated.

"So now what should we do to them?" Midnight chuckled wiping the blood from his nose.

A mixture of shouts came from the playground. All tossing idea's to the young Alicorn.

"Turn'em into frogs."

"Give them pony pocks."

"Shave all their manes off!"

The last one got quite a few laughs until the next one came up.

"Tell their parents how mean they have been." shouted a very small filly as she walked through the crowd with a big pout on her face, tears welling up in her eyes.

Everyone went silent watching her. A little saddle bag on her side opened as she pulled a little dolly out and tossing it in front of her on the ground. "They broke my dolly because I'm little." She pouted, a little tear falling down her face.

Midnight looked to her picking up the doll with his magic and casting a restore spell on it, the doll glowed as the two pieces became one and the doll reformed. The filly smiled widely as it floated back into her waiting hooves.

"I think her choice would be the most fitting punishment." Midnight smiled as he trotted along toward a gazebo were many adults were located. The three in his floating grasp all crying out "NOOOOOOooooooo!"

After turning over the three children to their respective parents who all seemed shocked at first by the young alicorn holding their children in the air. The properly punished them, saying they would keep a closer eye on them the next time they came to the park, which by the sound of it. Wouldn't be soon. He made his way back to his three nieces whom all seemed a little shy at the moment.

"Girls? Something wrong?" He asked sitting down looking at them blushing slightly.

"Well.........." Scootaloo started.

"It's kinda what they said earlier." Applebloom spoke softly looking away.

"About us being your filly friends." Sweetiebelle squeaked out covering her mouth with her hooves as they all looked at him.

Midnight laughed loudly falling over. After a minute pulling himself back up.

"Heh, girls, I am your uncle. not your boyfriend. Don't forget that." He smirked at them.

"HEY!" they shouted running over to him.

"What if we wanted a colt friend?" Scootaloo asked before covering her mouth to hide behind her growing blush.

"Well then you would have to find one. I'm sure you three already know that I'm taken." he said as he kept trotting away.

"Yea, my sis has him wrapped around her hoof." Sweetiebelle chuckled seeing Midnights expression turn to shock for a moment.

"Well, even if that is true, I still couldn't be your boyfriend. I'm to old for one." Midnight spouted as they all began to walk away from the park toward Ponyville.

"Well you're not old right now." Scootaloo grinned causing Midnight to stop for a moment looking back at the now three grinning fillies.

"Why me?" Midnight groaned as he took off toward Ponyville laughing as the three fillies took chase.

49. A new Evil............ (part 2)

Midnight had led the way into Ponyville toward the library, the three fillies in tow as they chased the young alicorn.

"Are we tired already?" Midnight laughed seeing the three plop down on a couch just inside the library. They all panted, breathing hard as they try to catch their breath.

"No fair using your magic to help you run away." Sweetiebelle cried, rolling over on the couch.

"Yea, that ain't fair.." Applebloom added.

"How are you that fast anyway? Your just a colt right now?" Scootaloo question giving him a disgruntled look.

"Youthful energy?" He smiled innocently.

"Yea right!" That all groaned in unison making him laugh.

"Anyway girls, it was fun while it lasted, but I'm going to get Twilight to change me back now. I'lll seeya arou......." He was cut short as Twilight spoke.

"There may be a problem with that Midnight." She spoke as if unsure of herself.

Midnight groaned face hoofing. "Let me guess, the spell can only work under a full moon?"

"No, the counter spell to cancel this one requires a specific ingredient." She added looking confused at the Alicorn.

"Yea, it needs Ruby of any size, even dust will work. A partially burned piece of scroll. A lock of wheat, and an ivory butterfly wing. Those are common items right?" He asked as he removed his hoof from his face.

"Actually, the Ivory butterfly wing is no longer obtainable. Ivory Butterflies have been extinct for 6 generations. To even catch one is a serious offense." She gave him a nervous smile seeing his shocked expression.

"You have got to be kidding me Twilight." He groaned falling back on the couch next to the girls.

"I'm so sorry about this." She sighed coming over to the couch and hugging him to her chest.

"We're not!" The three girls giggled pulling Midnight from Twilight's grasp into their own.

"Woo hoo." Midnight cheered in an unamused shout as he was hugged by the Cutiemark Crusaders who just giggle at his plight.

Hazel, after a scolding from her parents, had made it home and sent to her room. She would be grounded for a month and banned from speaking to either of the colts that were no longer her friends. She lay quietly on her bed as tears welled up in her eyes. Threatening to break the wall but never really making it. She pulled out her journal and began writing in it to express her feelings on paper. Her horn lit up with magic as a quill and ink well floated from her desk to her bed, the journal opening to a new blank page as she began to write.

"Today was awful. My former friends wanted some extra bits so we could all go to Sugar Cube corner to get some sweets but we didn't have enough, So Sky decided he would just beat up some younger fillies or colts and take their bits. The idiot ended up getting his flank hoofed to him by a little Alicorn colt. Then to beat all, the little Alicorn took us all to our parents and told them what had happened. My mom and dad grounded me for a month. Told me I wasn't allowed around Sky or Breaker anymore, but I don't care about them. They started the fight. I just want to get back at that little Alicorn for getting me in trouble, and I have the perfect plan for that. Mother is going to Canterlot on a business trip into the Royal archives tomorrow. She needs another special spell book that is there. I know mother keeps a bunch of old books locked away in her study, she sometimes lets me see them and practice some of the old spells. She keeps one book hidden though. Locked in her desk. I've heard her talking to father about it late at night when they think I'm asleep. She said the book is filled with tons of different forbidden spells. I'll find one of them to help me get back at that stupid Alicorn."

Hazel closed her book placing her hooves together under her chin, an evil smile crept across her face as she replaced the quill, ink well, and journal back into their respective spots.

"Oh yes, when mother leaves tomorrow, I will start my plan for revenge." She giggled menacingly staring out the window from her bed.

"I'm sorry Midnight, but they are just to rare to be given away, I am sure you can withstand a week like this. It is a rather cute look for you." Celestia smiled at the young Alicorn.

"So you do have a few then?" He smirked at the sun princess.

"We have a small stockpile of them yes, as well as quite a few other very rare or extinct items. They are for emergency use only however and this is no emergency my dear. You will simply return to your normal self in a few days. Please understand that I mean no ill will." She smiled picking up the small Alicorn and hugging him, She gave a giggle as she held him like a baby in her arms.

"I think you are enjoying this way more than you're letting on Tia." He smirked seeing her expression change from happy to slight shock as she realized what she was doing. Celestia set him down blushing a bright red.

"I'm so sorry, It's just that my motherly instincts have been kicking in at unusual times as of late." She recoiled slightly.

"Don't forget the mood swings." Luna interjected with a giggle causing Celestia to snap her head around to her sister giving her a glare.

"Oh come now Tia, we are only making fun. We know you meant no harm, But it was rather amusing seeing that guards expression when you began chastising him and threatening to send him to the moon. We have never seen a guard nearly soil himself from such fear." Luna giggled again as Tia face hoofed.

"I did make a spectacle of myself did I not? I did however apologize to the guard and gave him a weeks paid vacation. The poor dear was so traumatized that he thought I was firing him." Celestia began to giggle, covering her mouth as she did.

*ahem* Midnight announced himself again to gain their attention.

Celestia turned to Midnight, a sad expression across her face. "I am sorry my dear, but you will have to endure the spell. You may even learn from this experience." She smiled.

"I guess I have no choice." Midnight sighed getting up and heading out the door.

"Where are you going?" Twilight asked looking as the Alicorn stepped outside the library door.

"Headed to Rarity's, she needs to know. The sooner I tell her the sooner I can hear the end of her bitching." Midnight laughed seeing the three mares expressions at his use of words.

It was getting later in the evening as Midnight made his way toward the boutique. The sun was setting as the shadows of the land began to take to the sky, revealing a plethora of stars as they shone brightly across the sky. Midnight gave a sigh as he entered the shop, cringing as the bell above the door signaled his entrance.

"Coooooomiiiiing!" Rarity chirped as trotting could be heard from the back room. She rounded the corner to see a small black Alicorn standing at the door.

"Mu- Mu- Midnight!?" She squeaked.

Midnight smirked as he began.

"Same great taste! Smaller package! Try your new and improved Midnight Flame today!" He struck a dynamic pose puffing his chest out. A grin plastered across his face.

*Thud* Rarity went out like a light.

"Over the top?" He sighed trotting up to the unconscious pony.

"Maybe just a little." Sweetiebelle giggled from the stairs.

"Ugh! Lets get her to bed. God knows I won't hear the end of this." Midnight sighed picking up the Ivory pony in his magic and trotting up the stairs to her room.

Upon placing her on her bed and Sweetie giving him a cold washcloth, she stirred slightly as the cold touch of the damp cloth pressed over her eyes.

"Ugh, Midnight? Is that you darling?" Rarity groaned.

"Yea, just relax, you passed out a minute ago. Your in bed now." He smiled.

"Oh darling. I had the most horrific nightmare. I dreamt you had changed into a young colt and spoke as if in a bad commercial." She sighed pressing the cold cloth to her eyes a little harder.

"What? You didn't like my commercial dialogue?" He chuckled causing her to go rigid.

"Please tell me your not really......." She said as she rose from the bed sitting up on the spot, removing the washcloth and starring at the tiny Alicorn before her.

"AAAAAAAAAAAAHHHHHHHHHH!!!!" Rarity screamed causing Sweetiebelle and Midnight to jump away falling over each other for a moment.

"Whoa whoa whoa! Take it easy!" Midnight shouted causing Rarity to go silent and stare at him. "It's just a spell, it'll wear off in a few day. Don't get so worked up hun." He smiled trotting back over and jumping onto the bed to look her in the eyes.

"B-but, your a colt!? How is that even possible?! Please tell me this is just some terrible joke." She groaned picking up the small Alicorn and looking him over in haste.

"No its not a joke. I agreed to help Twi with a spell." Rarity glared at him for a moment as he raised his hooves in front of himself quickly. "BUT! There is a but dear. But the counter spell that could be used to cancel the magic required an item we didn't expect. And unfortunately that items is almost nonexistent. It's held in the castle and.........." He was cut off by Rarity as she jumped from the bed heading toward the bedroom door.

"Well then lets go get it." She spoke quickly.

"I was going to say that it's under strict lock and key in the castle because the creatures that the item is from are now extinct, that plus, Twilight and I already spoke with both of the princess'." he finished causing her to stop and turn around.

"But isn't there....." She began

"It's only for a week." Midnight spouted.

"But what if we." She started again.

"Not guna happen." He continued.

"What about..." She tried one last time.

"HUN! It ain't guna happen. As much as I'd like to return to my normal size, it just ain't happening. I can try with my magic but you know my magic could cause some serious side effects since it doesn't co-exist with with normal magic here in this world."

Rarity sighed plopping down onto the floor defeated. "I guess it won't be so bad. We will just say that your.............." She began but stopped as Sweetiebelle interrupted.

"My colt-friend!" She smiled widely.

"What?!" Rarity and Midnight spoke out in shock.

"YEA! Why not let him be my colt friend while he is here. I'd be the envy of every filly in Ponyville." She cracked.

Midnight and Rarity looked at each other with concern.

"Sweetie, I don't think that would be such a good idea........" She tried to finish but was interrupted by her sister again.

"But didn't you just say the same thing the day after Uncle Midnight asked you to marry him?" She squeaked out, causing Rarity's entire body to burn a bright red. Midnight at this point was rolling on the floor laughing his flank off.

"That doesn't matter! You are to young for such a thing and I will not......." Rarity was again cut short, this time by Midnight.

"Oh come on sugar. Let's humor her. It couldn't hurt for just this week. Besides, I have a feeling that Scootaloo and Applebloom are going to want to do the same thing." He smirked at Sweetie who just giggled.

Rarity face hoofed again giving a defeated sigh. "Fine, just remember Sweetie that this is only temporary and that your relationship with your uncle is only fictional, and do refrain from calling him uncle, Celestia knows I would die from trying to explain that to anypony."

Sweetiebelle giggled at her sisters frustration heading upstairs to go to sleep. Midnight followed behind Rarity as she headed upstairs to her own room. Upon entering though Midnight closed the door behind him turning to see Rarity with a rather shocked look on her face.

"And what do you think your doing?" She asked the young Alicorn.

"Gettin teh bed, its been a hectic day. I'd like to snuggle up and catch a few Z's" he smiled heading toward the bed but stopped as Rarity moved in front of him.

"Oh no you don't. I can't have a young colt sleeping in the same bed as me." She fumed.

Midnight gave her a deadpan stare. "Sweetiebelle slept in here with you the other night, that's why I went to Twilight's."

Rarity sputtered for a moment.

"But Sweetie is my sister, that is entirely different than having somepony unrelated just sleeping with you who isn't your betrothed or around the same age." She protested.

"I'm your fiance." He deadpanned again.

"Not while your a young colt my dear. I will not be known as a colt cuddler. You will just have to sleep downstairs on the sofa. There are extra blankets in the closet." She stomped her hoof down as a final emphasis of her demands. Midnight gave a sigh turning to head back downstairs grabbing a blanket as he did so.

Tossing the blanket onto the couch he pulled up a few pillows laying on them as he stretched out his wings and legs.

*YAWN* "Wow, I think I might actually enjoy being this size for a while. I've never had anywhere near this much room since I changed into a pony." He smiled looking around then gave a sneaky smile. "Oh goody." he snickered rubbing his hooves together in an evil manner.

He hopped off the couch, his horn glowing as a sharp crack sounded. He vanished from sight, teleporting to Luna's balcony at the castle in Canterlot. Luna was sitting outside drinking some hot tea when he popped in out of nowhere.

"MY GOODNESS!?" Luna shouted almost falling out of her chair, her eye readjusting from the sudden flash.

She looked for a moment realizing who had just appeared so suddenly on her balcony.

"Midnight? *giggle* What brings you here?" She smiled trying to stifle a giggle at his size.

"Haha, get it out of yer system." He smirked causing her to snort before bursting out laughing.

"Yea yea, har dee freaking har. I saw you giggling at me earlier today when you and Tia were at Twilight's." He groaned hearing her laugh harder.

After a couple minutes laughing and many tears shed Luna finally calmed herself to talk to Midnight.

"Dear Midnight, Why has thee come into mine presence this late at night?" She smiled as they walked into her room from the balcony.

"To be honest, I feel like pranking Rarity. I tried to climb into bed with her a few minutes ago and she shrugged me off to the couch because I'm the size of a kid now. She said something about not wanting to be called a colt cuddler. What the hell is that by the way?" He asked rather confused.

"It's meaning varies but in essence it means that an adult has slept with a child." She clarified causing Midnights expression to turn to shock.

"OOOOOOOOOO Kay! Did not expect that one to be present in this world." he said stiffening up.

"What do you mean?" Luna asked, now intrigued.

"Well the same thing happens on my world, except most adults will be jailed for many years for doing such a thing. It's called pedophilia though in my world." He spoke feeling rather disgusted.

Luna looked at him with question. "So you mean that you would never do that here or on your world?"

"I wouldn't rut with a child if thats what you mean. However sleeping in the same bed as them just to comfort them if they have had a bad dream or are upset is different. That I will tolerate. but having intercourse with a child. I would never do that. and anyone else who would I honestly would find rather disgusting. Doing that to a child takes away their innocence and will leave them on a hard road in life." Midnight grumbled at the thought.

"Well, I am sure you did not come here to complain about your lover." Luna smiled, trying to turn the conversation.

"OH! Thats right. I need to borrow my old nerf guns I gave you before." He grinned evilly again rubbing his hooves together causing Luna to join in.

"Oh my, so Rarity is going to be NERFED then?" She giggled rubbing her own hooves together evilly.

"Oh yes, she must pay for making me sleep on the couch." He grinned even wider.

"Then please let me double your fun by showing you what I had made." Luna smirked moving over to a large red velvet curtain with gold trim and a golden rope hanging down from the side. Using her magic she tugged the rope making the curtains flash open quickly revealing the most awesome nerf gun to ever be conceived. Midnight sat there slack jawed for nearly a minute before smiling widely.

"Can you shrink it to fit me?" He smiled to Luna whose horn began to glow as a wicked grin spread across her face.

Rarity heard a loud snap downstairs, not thinking much of it until it happened again after a few minutes past.

"What is he doing downstairs?" She grumbled as she walked out of her room, heading downstairs. As she neared the bottom though she noticed that the couch was covered in pillows and a cover over the top, In the center of the pillows one was missing showing the darkness inside of the pillow fort. She began to walk over but stopped as a little orange whistle dart rushed by her head.

"What in the world!?" *bing* She stumble backwards as another hit her in the nose perfectly.

"MIDNIGHT!" She shouted as dart after dart launched from within the pillow fort hitting her. She snorted, charging the pillow fort crashing into it tearing through the pillow to see a small gun on a tripod still shooting at her.

"Rarity's zapping mah sentry!" Midnight shouted as Rarity turned the sentry off.

"MIDNIGHT! WHERE ARE YOU!?" She shouted in a huff looking around. Another silent dart pinged her upside the head as she whipped around to try and find the source. Several more hit here causing her to growl out in frustration. She threw her head back shouting again.

"Come out her this instant." She opened her eyes to see Midnight perched upside down on the ceiling. A Twin gatling gun attached to his back with a box of ammunition each. He turned his head to her and the guns followed whirling up.

"Make ME sleep on the couch will you!?" He cackled as little orange darts rang out from the guns faster than could be avoided by the screaming Rarity.

"MWAAAAHAHAHAHAAAA! EAT SQUISHY DARTS BED HOG!" He shouted flying after her. Rarity tossing pillows at him as they went.

Finally after a few minutes the guns whirled to a stop. *clickclickclickclickclickclickcliiiiiiiiiick* Midnight stopped whirling them up again. Nothing but clicks. He looked from his guns to the now towering shadow over him, Rarity's eyes glowing in the dark as several large pillows floated near her.

"AAAAAAAAAAAHH!!!!!!!!!!!!!" Midnight shrieked like a little filly as he took off like a bat out of hell as pillow began to assault him repeatedly.

"Whats the matter darling? Can't take the heat?! Then you shouldn't have stepped into the kitchen!" She shouted cackling behind her words.

"I didn't step into the kitchen, this is the living room." He shouted avoiding a tossed pillow. Rarity stopped for a moment.

"I meant that as a figure of spee*WHAP!*" she was cut short by a pillow that had smacked her in the face.

"HA! Eat pillow!" Midnight shouted throwing another only for it to be caught by Rarity's magic.

"Uh oh!" he squeaked out before running screaming again.

Sweetiebelle sat quietly on the stairs munching on some popcorn while watching the two fight.

"This is so awesome." She giggled as she took a sip from a juice box.

After a good thirty minutes of pillow fighting and nerf wars, a truce was called as a neighbor came over to complain about all the noise. Rarity went back upstairs, still refusing for Midnight to sleep in the same bed with her until the spell wore off. He groaned fixing up the couch again and finding a comfortable spot. His eyes slowly closing until her heard the clip clop of hooves on the floor. He perked his ears up facing the edge of the couch as Sweetiebelle came around to the front.

"Hey Sweetie, whats wrong? You should be in bed." He smiled to her. She gave a yawn as she hopped up onto the couch.

"I'm cold, Rarity keeps the heat to low, and all of my covers don't help." She whined nosing her way under the covers and plopping down next to him.

"Sweetie, we can't sleep together." He started but was cut short by a tearful expression on Sweetiebelle's face.

"But Rarity said your just a colt and you cant sleep with her. I'm cold and your the same size as me. It shouldn't matter that your my uncle. Can't I sleep here?" She spoke tiredly. Not making much sense.

Midnight gave a defeated sigh using his magic to tuck her and himself in as they lay there.

"You know your sister is going to give me hell if she see's us like this." He spoke softly, however it fell on to deaf ears as Sweetie had already fallen asleep pressing close to Midnight, absorbing his warmth. He smiled down to her as he watched her for a short time, his eyes closing just as quickly as sleep began to take him as well.

50. A new Evil............ (part 3)

Authors Note: A little while back I held a contest. It was for my readers to help me choose a name for the badguy in this arc. Sadly I only had two entries, both by the same person. However I chose one of his selections which also made me alter my storyline to wrap around the characters name. Props to shadownamesto for choosing the name Shadowhunter as the badguys name. The name you chose is in this chapter as well as future chapters. Hope you like the story arc, its going to be a long one.

Rarity awoke feeling a little drained this morning. After last nights fiasco with Midnight and his nerf assault, she had been so hyped up on adrenaline that sleep nary found her until the wee hours of the morning. She gave a tired yawn sliding from her bed, heading downstairs to make some morning coffee. As she turned from the stairs toward the kitchen she noticed Midnight on the couch. Upside down with his forelegs pull to his chest. His head hanging off the edge and a cute snore escaping his lips as he slept.

She gave a smile seeing how cute he was coming over to lift him properly back onto the couch. That is until she noticed movement from a lump beside him under the covers. She gently lifted the overs to see what the movement was and gasped softly seeing her sister laying curled up next to Midnight.

"SWEETIEBELLE! MIDNIGHT!" Rarity shouted causing the two to give a loud whinny of surprise, Sweetiebelle jumping from the couch in a hurry.

"AAAAAAHH! What the hell!?" Midnight shouted flipping off the couch in a panic, landing squarely on his head with an audible thump. "Ow......."

He turned over onto his hooves rubbing the back of his head as he looked up to see a furious looking ivory mare in front of him.

"What is this?!" Rarity shouted causing the two to recoil.

"Nothing, it isn't what it looks like." Midnight began to plead before Rarity interrupted.

"I don't want to hear you're excuses." She then looked to her sister. "Explain yourself." She demanded.

"I was cold, you keep the heat to low and it's still winter. All of those covers didn't help either. I came downstairs and slept next to Uncle Midnight. He was really warm and I couldn't help but snuggle up to him." She whined pressing up next to him again.

Rarity facehoofed rubbing gently between her eyes. "Is that all that happened?"

"YES!" they both answered in unison.

"Fine, fine. Just. Next time please let me know before this happens again. I don't want to end up having to call my fiance Uncle anytime soon." She sighed heading into the kitchen to make some coffee.

Midnight and Sweetie looked at each other for a moment before bursting out laughing.

"Heh, Rarity calling me Uncle. That would be hilarious." He smirked as his youthful body came awake rather quickly.

"Yea, so you wanna go play today? I'm sure the girls are planning something to get our cutiemarks."

"I really don't have anything else to do except be a tiny pony." He laughed sticking his tongue out playfully.

Sweetiebelle smiled as she looked back to the kitchen where her sister was.

"I'm going out, Uncle Midnight is coming with me."

"Alright Sweetie, do be careful." Rarity replied from the kitchen.

The two smiled to each other as they headed out the door to find their friends and crusade for the day.

"Finally!" Hazel gave a sigh of relief as her mother and father left for Canterlot. She had been waiting for what seemed like hours that morning trying to convince them that she would remain home for the day and stay inside as part of her punishment, even if her father followed her mother to Canterlot for the day.

They had left early that morning around ten. Hazel waited for about an hour to make sure that they were truly gone so that she could begin her plan.

She traverse the house and into her mothers study. Being sure not to disturb anything that would signal her intrusion into her mothers study.

After making her way to the desk in the far corner of the room she rolled the top up just enough to see the locked drawer that she would need to get into. Hazel gave a smirk pulling an enchanted skeleton key hidden in her mane. "Thanks for the key Sky, I'll have to remember to thank you in person when we meet again." She smiled giving the key a gentle kiss before pressing it into the key slot on the desk.

She turned the key hearing the drawer unlock. Gently she pulled it open revealing a small blue book, worn on the edges and a smooth leather feel to it. She picked it up gently with her magic examining it closely. The cover and spine seemed to be made of an odd material that she could only guess was dried skin. She gave a shudder thinking of the poor creature that the hide had came from. After looking the cover over she opened it slowly but stopped mid way as whispers filled the room. She gasped dropping the book closing it.

"Hello?" She asked aloud. No response.

She quietly began to pull the book open again, this time all the way. Whispers began to fill the room again. She recoiled away from the desk looking around to try and find the source but could not. After a few seconds the whispers became a single soft voice. A sinister deep voice that had a slight echo to it. (much like Queen Chrysalis, only male)

"Don't be afraid child, we are here to help you." The voice whispered.

Hazel looked around the room in a panic. "Who's there? Where are you? Show yourself!" She shouted turning back and forth searching for the voice.

"We have many names, yes. Many names indeed. But if you must call us by a name, please, call us Shadowhunter."

Hazel moved slowly back to the book which was slowly flipping pages by itself on the desk. She stood up looking at it as it flipped page by page.

"How...........?" She began but was interrupted as the book stopped on a spell page, and the voice began to speak again.

"Ah, here we are. The spell you seek lies within these few pages." The voice cooed in an icy tone.

Hazel looked over the page, her eyes widening slightly as she read. "This spell summons a shadow spirit to the caster. But what are all of these smudged words?" She asked straining her vision to look at them, attempting to see what they had once said.

"Ah, those are merely a warning as to how powerful the spell is. Controlling a shadow beast is a power that even the strongest of enemies fear." It hissed happily.

Hazel smiled as she looked over the spell, talking to the voice at the same time. "You said my enemies will fear this spell. Does that include Alicorns?" She gave an evil grin to the book.

"Yesssssss, as I said. Even the most powerful of enemies. Alicorns are quite powerful. But a shadow beast is much stronger. And with this spell. You summon the creature, becoming its master for as long as you need it." It began to laugh softly sending a chill up Hazel's spine. She looked one last time over the spell, it was rather simple and required no ingredients. It seemed as if there were no drawbacks to the spell. She smiled one last time as her horn began to glow brightly.

"Very well then, Shadowhunter, I summon thee to my aid." She shouted as her horn erupted in a bright green flurry of magic. Quickly swirling toward the book, she gasped as it hit the book releasing a dark shadow from within the pages. The shadow jumped from the pages quickly encircling the small filly in its blackness. She shut her eyes as the magic dissipated and the shadow disappeared. She opened her eyes looking around the room searching for the shadow in the morning light.

"Where are you Shadow?" she asked looking around.

"I am right here." the voice whispered as one of her forelegs lifted into the air by itself pointing to her own shadow.

"H-how did you do that?" She asked, recoiling in fear for a moment.

"You mean this?" It cackled lifting her foreleg again and giving it a wiggle causing her to gasp with a nod.

"The spell you used summoned me to you. I am now part of your own shadow in the light. I will be passive though until you need me. All you need to do is think of what you want me to do, and it shall be done. Please remember this though. If what you need done requires any magic, I will need to assume control over your magic so that it can be done. I do not posses magic of my own. Only physical strength." It cooed softly causing her to smile.

"So if I think of you slicing that door in half." She smirked at the door but gasped as a black streak ran across it horizontally from each corner to the other, a small creak sounded as the door split into two pieces. One piece falling to the floor, the other swinging on its hinges.

"OH CRAP!" She shouted, automatically thinking of the door repairing itself. She gave a slight grunt as her horn lit up floating the broken piece of the door back to its other half, the entire door glowed for a moment before becoming whole again.

She almost fell to her haunches as she breathed hard for a moment at the sudden consumption of magic.

"That was rather intense." she spoke breathlessly, quickly regaining her strength.

"If you think that was intense, please turn out the lights and you will feel my power." The shadow cackled causing her to smile as her horn flicked the light switch to the room. As the light faded quickly and the blackness engulfed the room, she could feel the adrenaline rush through her.

"I feel it." She smiled wickedly as her vision adjusted to the darkness quickly. Her world fading into black and white. As if she was looking through the darkness and seeing everything as it was without the aid of light.

"Your power will amplify during the night. The more darkness there is, the more power you have. You can even meld into the darkness to become one with it so that you can move quickly from place to place." The shadow grinned.

"Then if I think about going into my room I can.........." She stopped as she saw light envelope her vision, she blinked seeing that she was under her bed. She quickly pulled herself from under the bed giving a smile.

"Remember this. If you use that ability, the place you appear in can only occur if there is a shadow within that area. Please use this ability wisely. As you will return to your original location if there is no safe spot for you to appear through. During the night however, darkness consumes the land, so you may travel without worry."

Hazel smiled as she reappeared in her mother study. She replaced the book into its drawer and locked it shut. She turned with a wicked smile across her face. "Now it's time for some payback."

Midnight and Sweetiebelle had made their way toward Sweet Apple Acres to meet up with Applebloom and Scootaloo at the farmhouse. The would bring snacks and drinks with them to the treehouse.

As the two walked onto the porch they could hear arguing inside.

"That doesn't sound good." Midnight sighed as he walked toward the door. It flying open, barely missing him as two little fillies crashed into him knocking all three of them down the steps and onto the ground below.

"Get back here ya varmints!" AJ shouted as she rushed out the door jumping from the porch to in front of the fallen three looking forward and around trying to locate them. She stamped the ground giving a snort.

"Why those little....." She stopped as she turned around, her foreleg gently hitting something making her stop. She looked down to see three dazed ponies laying in a heap at her hooves. She gave a grin seeing the two bowled over fillies but stopped as she noticed the black lump underneath them.

"Ow!" Midnight groaned pulling himself from the pile. Sweetiebelle giggling at him as he did so.

"Hey AJ." He smiled as he dusted himself off. climbing to his hooves.

AJ immediately noticed the similarities of the small Alicorn to a much larger one she knew.

"Midnight?" She asked in a shocked tone.

"Eeyup." He smirked helping the other fillies to their hooves.

"What in tarnation?" She began, but stopped as Midnight raised a hoof.

"Twilight." was all he said causing AJ to chuckle.

"Ah swear, the mare has you pegged don't she?" AJ chuckled.

"Apparently so." He laughed.

AJ turned her attention back to the two fillies that she was chasing. "Now for you two." She snorted causing them to freeze up looking at her.

After a few firm words from AJ, Scootaloo and Applebloom were free to go. Midnight and Sweetiebelle were at their sides.

"So what happened back there?" Midnight asked nodding back to the farm house.

"Me an Scoots snatched a few cookies for our get tagether tehday. Figured we might as well have a few sweets." AB smirked.

"Yea, but AJ caught us before we could get out of the kitchen. She chased us all over the house before we finally got enough room to run to the front door. Then we crashed into you." Scootaloo smirked giving Midnight a playful nudge.

"Good thing she let us keep the cookies. Even if they were crushed when we crashed into ya." AB giggled.

"Yea, I love crushed cookies." Midnight smiled causing the three fillies to stop.

"Why would you like crushed cookies?" Sweetie asked cocking a brow.

"Because you can add them to other stuff to make something awesome." He smirked.

The three fillies looked at each other for a moment before Scootaloo spoke up.

"What kind of stuff?" she asked.

"Let's get to the club house, I can show you there." Midnight smiled flapping his wings once tossing himself backwards toward the treehouse.

They group quickly made way into the clubhouse, Midnight taking the bag of crushed cookies and placing them on the floor. her began crushing the rest of the larger chunks of cookies causing the girls to gasp in horror.

"NOOOOOOO!!!!!" They shouted staring at the crumbled bag of cookies. Tears welling up in their eyes. They stopped looking at the bag to turn their sights to the colt in front of them, giving him an icy glare and pouting lip.

"Easy girls, What I'm about to do will make you smile again." He spoke nervously as he pulled a small jar of peanut butter from Sweetiebelles saddlebags.

Using his magic he pulled a small quarter sized chunk of peanut butter from the jar, using his magic further to cool it so that it would turn a little harder but still be sticky. He tossed it in the cookie bag quickly shaking it up so that the cookie bits would attach to it. He did this three more times giving each of the girls, and himself one. They all looked at the peanut butter cookie ball questionably before midnight tossed his into his mouth munching away happily.

The girls shrugged doing the same, their eyes almost bugging out as their expression turn to pure bliss as they munched on the treat happily as well. After taking a quick drink from a juice box Scootaloo piped up.

"Wow, that was awesome!" She smiled flapping her wings once happily.

"Yea, how come ah never new about that lil trick?" AB asked pressing a hoof to her chin in thought.

"You'd have to know a few tricks growing up like I did. A friend actually showed me that when I was very young. Ever so often he would come over to my house and bring a bowl full of those with him. We'd sit back and talk about the old days while enjoying the treats. It was great." Midnight smiled thinking back to his friend on earth.

"You'll have to show Pinkie Pie that little trick. She might explode from being so happy." Sweeitebelle giggle, emphasizing the explosion by throwing her hooves out and falling backwards causing them to giggle.

"With all the recipe books I gave her I'd be surprised if she hadn't already come across that specific recipe." he laughed.

They sat talking for a few minutes more until the topic of the day came up.

"So what are we doing to get our Cutiemarks today?" Scootaloo asked fluttering her wings in anticipation.

"Well, ah was thinking maybe we could go to Zecora's and talk to her about potion mixing again. This time though we gotta read the books." AB smirked seeing the other two fillies groan.

"Isn't Zecora in the Everfree forest?" Midnight asked casting a slight glare at AB.

"Y-yea, but you're with us today, so we'll be ok right girls?" Ab retorted with a smile, the other two fillies nodding and smiling in agreement.

Midnight groaned facehoofing. "Girl's you know, as well as I do that the Everfree forest is dangerous. Do you really want to go in there?" He looked up to see them pouting and teary eyed. Midnight sighed in defeat.

"Fine, let's get this over with." He groaned as they all jumped forth hugging him.

"YEAH!!!!!!"

Authors notes: ending the chapter here so you guys can have it and I can rest for the day to think about tomorrows chapter. Hope you like this one. Also, its not as dark as I had planned but as the story progresses it will become darker.

51. A new Evil............ (part 4)

As Midnight and the girls left the tree house for Zecora's, they were lucky enough to leave as the clouds parted in the sky letting the sun shine through. Zecora lived deep in the Everfree forest, to which Midnight had never actually been to. He placed Applebloom in the lead as he followed her. Sweetiebelle and Scootaloo following close behind him. After the long walk from Sweet Apple Acres to the road passing Fluttershy's cottage. They made their way into the forest. Snow was bare on the ground going further into the forest as much of the canopy had caught most of it. It was still early in the day as the sun had just passed its peak in the sky. From the position of the sun Midnight thought it to be around two or three.

"Let's pick up the pace girls. I really dont want to be out late in this forest. I may be an Alicorn, but the forest has always given me the creeps." Midnight spoke as his coat began to stand on end as they walked through the thick foilage.

"Oh come on now, ya ain't scared o'the woods are ya?" Applebloom giggled seeing Midnight swing his vision back and forth.

"It's not the woods that scare me sweetheart, It's what's IN the woods that scare me. Mainly things with eight legs and beady eyes." Midnight shivered giving a slight whimper, his vision quickly snapping around him looking for any traces of the eight legged demons.

"You mean your afraid of spiders?" Scootaloo grinned looking to Sweetibelle whom was shaking her head and mouthing the words "NO! DON'T DO IT!"

"YES! I am afraid of spiders. No I take that back. I am TERRIFIED of them. And if you three are smart then you won't try to prank me about them. Seriously. I have zero tolerance for that type of prank." He croaked out thinking of the nasty little monsters.

"So I guess that means we can't go through that web that's blocking the path ahead." Sweetiebelle smirked pointing to the large web about five yards in front of them.

Midnight stopped frozen in his tracks, eyes locked onto the web. His fur and mane poofed out as far as it would go, he stared at the web trying to scream but nothing came out until Applebloom gingerly walked through it. Midnight tried to move, tried to talk, tried to do anything he could as he noticed the small spider hope from a nearby leaf onto her bow as she kept walking. One of her hooves coming up to removed the webbing from her face and mane.

"Come on ya big baby, nothing to worry about now." She smirked looking back and finally seeing his expression of complete terror.

"What's wrong?" AB asked turning to come back toward him.

His horn lit up brightly, his wings flaring out defensively causing Applebloom to stop.

"Stay back!?" He croaked pointing to Applebloom whom kept walking toward him.

"DON'T COME ANY CLOSER!" He yelled as tears began to well up in his eyes.

"Whats wrong Uncle Midnight?" She asked but stopped as Scootaloo pulled the small spider from her bow, placing it directly on her hoof.

"I think the big bad Alicorn is afraid of the little spider." Scootaloo giggled bringing it closer to her face with a smile. The little spider, (we shall call him Ted for the time being) Teds front legs lifted up as Scootaloo came closer to him. His little legs flicked about in a threatening manner causing her to giggle at the action.

"Look Uncle midnight, He's dancing." Scootaloo smiled pressing her hoof forward as Ted turned facing Midnight who now became white as a ghost. Then without warning Ted jumped from Scootaloo's hoof nearly eight yards from Midnight causing Midnight to scream out like a little filly.

*BOOM*

"My goodness, what was that blast? It sounded as if it came from the path." Zecora spoke as she exited her home, quickly heading toward the sound nearby.

As she rounded a bend in the treeline she gasped at what she saw. Three little fillies standing side by side, fur charred slightly and black almost all over. A little black Alicorn standing a few yards away, his horn lit up as little lightning bolts sparked from it. Zecora finally recognizing the three fillies took a protective stance in front of them giving a loud snort toward the small Alicorn.

"How dare you attack these three?! Quick girls, Stay behind me!" She shouted lowering her head to charge the Alicorn.

"Wait Zecora. He didn't mean to hurt us." Sweetiebelle shouted moving in front of her quickly to Midnight's side.

Zecora stood up a little shocked at the sudden circumstance.

"Stand away from his horn of static, did you not see he attacked with magic?" She spoke defensively trying to get Sweetiebelle to move back behind her.

"No Zecora. He's our uncle. He just got scared from a spider is all." Applebloom spoke out as she and Scootaloo trotted over in front of the still shaking Alicorn.

Zecora cocked her head to the side for a moment before letting out a laugh.

"This young one is your Uncle you say. But such a word cannot stay. For he looks not much older than you. To be your Uncle would mean he has married a few." She smiled at the little colt causing him to blink, coming back to his senses.

"Huh? What happened?! Where is that eight legged demon!?" He shouted hunkering down looking all around himself.

Zecora look at the three fillies in question.

"He saw a spider and flipped out." Scootaloo giggled.

"Yea, WAY out." Sweetiebelle groaned looking at her singed fur.

After some calming down and several apologies. They made it to Zecora's without further incident. (it was about fifty yards away around the tree line)

"So you've come to seek my teaching, For this you have been pleading." Zecora waved to several books nearby and a shelf full of potions and ingredients.

"Yea, we were wanting teh get our Cutiemarks in potion making." Applebloom smiled causing Zecora to flinch slightly.

"But this time we can take our time and read about the ingredients." Scootaloo said picking up a book as she began to read.

Midnight picked up a book with his magic using the scan spell he had used on countless other books catching Zecora's attention.

"What is that you have done there? My books are fragile, do you not care?" She croaked out grabbing the book away as he finished the scan.

"My apologies Ms. Zecora. I just used a scan spell on the book to learn its contents. If I did any damage to it by using magic, I am sorry, I should have asked first." He said recoiling slightly from her gaze.

Zecora cocked an eyebrow at him lowering her head pressing a sideways glance to him. Her eye tracing his tiny frame down and then back up.

"You speak as a seasoned one, but your size is that of a young one. Prey tell you let me in on your guise, as I cannot tell with mine own eyes."

"Uh......... What?" Midnight asked rather confused, the zebra before him scoffing in annoyance turning to Applebloom.

"She means, you sound like and adult but look like a child, and wants to know why you talk as if your older." Applebloom smiled before turning back to the book she was reading.

"Oh." Midnight said smiling to the Zebra. "Sorry about that, I'm not to good with rhymes and deciphers."

Zecora let out an annoyed snort at the comment but kept listening as he began.

"Twilight Sparkle cast an old reversion spell on me. It turned me from an adult Alicorn into what you see now. However I kept my mental age in tact. I guess it was just a physical reversion spell." Causing the Zebra to nod, understanding.

"Twilight Sparkle is a dear friend. For she is one I would never offend. Her magic is powerful in fact. I feel pity for those who come across her dark path." Zecora chuckled.

The rest of the evening went as it already was. Midnight getting to know the Zebra and finally getting the hang of her rhyming speech. Even trying to do his own rhyming, only to fail miserably causing the four ladies to laugh at his expense.

The evening approached quickly as the Cutie Mark Crusaders and their tiny Uncle made their way back home. Not before Zecora asked for a lock of the young Alicorns mane which was actually a large chunk. She of course thanked him for his generosity by giving him a special potion, telling him to only use it when all other hope has been lost. Although he didn't think much of that particular phrase. It would never hurt to hold onto it.

"It is getting rather late young one. Do you not want to test your new found power?" Shadowhunter hissed sweetly into the air around Hazel.

"Not right now. My parents will be home any minute and I really don't want to upset them anymore." She sighed feeling defeated.

"But you have power now to do what you want. Would you let them continue to boss you around?" It spoke in a devilishly concerned voice.

"They are my parent's, they take care of me." she sighed again.

"But what have they done to you today? Bossed you around? Told you to stay at home or else face a harsh punishment? Then leave you to yourself, only to expect you to disobey them so they can laugh while punishing you again and again?" He cooed to her causing her to stiffen up a little in anger at the thought.

"You think they left me here on purpose to see if I would leave the house?" She asked looking to her shadow as it danced slightly in front of her.

"Oh yeeesssssssss, I bet they even had one of your neighbors spying on you so they could tell them that you had left your home, just so they could punish you more. Such sadist's, preying on their only child as if you were a mistake to them." Shadow smiled wickedly as the young filly flinched. her mane and coat bristling slightly. Her tone now becoming filled with anger.

"A mistake?! They would never say that." She growled at the shadow as tears began to well up in her eyes.

"Please young one, I meant no disrespect. I seek to only tell you the truth. If you would like, we can listen to them later tonight when they think you are asleep." It grinned again recoiling slightly as if afraid of the filly as she glared at him.

"W-we can do that?" she asked.

"Yesss YESSSSSS! You can meld into the shadow, using it as a cloak. No one will see you, but you can see them. Let us wait until they think you are asleep, then we can spy on them. Listen to them. Hear what they think about you." He grinned slyly as he stopped suddenly from a sound at the door.

"Hazel dear? Are you still here?" He mother shouted as she entered the home.

Hazel glared silently as she headed toward the living room where her parents had just come in through the front door.

"I told you she would run out while we were gone." Her father grumbled.

"I'm right here." Hazel announced startling her parents causing them to jump slightly as they whirled around. "And no I didn't leave the house Daddy." She grumbled.

"Good girl, I'm glad you learn your lesson from last time." He smirked as he headed into the next room.

Hazel remembered the last time she disobeyed her father. He had summoned an etheral whip and struck her several times with it as punishment. Her mother had to stop him before he brought blood.

"Go on to bed dear. Ill talk with your father." Hazels mother said as she past the young filly following the stallion.

"I'm going to bed." Hazel shouted as she trotted upstairs into her room. She closed the door just hard enough for those downstairs to hear it. She waited for a minute before hearing the soft steps of hooves on the wooden floor. She slid under her cover pretending to be asleep as her mother opened the door. the light from the hall cascading onto the young filly as she lay there in her bed. The door closed without sound eclipsing the room in darkness once again. The shadow gave himself an inner chuckle as part of him detached from the filly quickly slinking its ways downstairs and into the kitchen were her parents were. The air became cold very quickly as it entered into the kitchen causing the elder ponies to see there breath.

"Did it just get colder in here?" The father asked looking up from his paper to see the mother staring in horror at a black shadow as it grinned wickedly before flicking off the light switch.

As soon as the room was enveloped in darkness the shadow had full control over anything that it touched. It quickly enveloped the two parents before they could scream. Seeping into their mouths as they tried to scream only to hold their vocal cords making them breath out in horror as it balled up in there lungs. They struggled hard but quickly succumbed to death as it tore their breath away.

"Your bodies, now belong to me." The shadow snickered as the lifeless bodies twitched for a moment. their eyes opening revealing a severely glazed look upon them.

"We are at your service master." They spoke softly in unison.

The shadow smiled again waving to the living room. "You know what to do."

They unsteadily trotted into the living room taking a seat across from one another as the shadow melded back into Hazels room.

"I believe it is time. They think you are asleep young one." The shadow whispered to her as she lay in bed awaiting his signal.

Without further explanation she melded through the darkness under her cover into a shadow lingering in the living room. She listened closely as her parents spoke.

"I tell you honey, we should never have adopted that little runt." Her father growled crushing his newspaper in frustration and tossing it across the room.

"I'm beginning to think you were right. She has done nothing but get in trouble with those colts since we put her in that new school. We should consider taking her back to the orphanage." Her mother spoke.

Hazel's mouth dropped as tears welled up in her eyes. She spoke softly to herself. "I-I was adopted? But when?"

"You remember the day we got her? She was just a foal, she was so cute. What happened? She turned into this little bitch." Her father growled again in frustration.

Hazel at that moment began to get angry. She could feel her rage slowly building.

"I don't think we could take her back. It has been years after all. The only thing we could do is kill her and make it look like an accident." Her mother said causing the filly to burn with rage further.

"Kill me?! Those bucking pieces of........" Haze stopped as they stood from the couch walking to the stairs. listening to them.

"Might as well get it over with. We can rest easy tonight once she is out of our mane." The father laughed heading toward the stares.

"Hazels fury burst forth as she erupted from the shadows. Black tendrils waving around her.

"KILL ME!?" She shouted causing her parents to gasp loudly turning to her. "Not before I kill YOU!?" She grinned as her eyes glowed crimson red. Shadows bolted up from all angles piercing her parents like hot knives through butter. They retracted quickly, the bodies falling limply to the floor. Their lives extinguished before they hit the floor.

Hazel stood there breathing hard as tears fell from her face onto the floor. The realization hitting her as she snuffed her parents lives from the world. She stopped crying looking up to their lifeless corpses. She spat at them in disgust.

"You weren't my parent's, My true parent's never even cared for me. They put me in a bucking orphanage. Noone cares about me. " She said lowering her head feeling nothing but sorrow.

"I care for you my little one." The shadow hiss lifting her chin up to stare into his glowing red eyes.

"All you have to do is allow me to take you as my own. I will forever be yours to command. Just give yourself to me and everything will be your, dream come true." It hissed happily as the young mares eyes began to glow. She slowly spoke out.

"Y-yes............ you can have me. I am yours." She spoke.

As the last syllable left her lips the shadow engulfed her, taking her very life as his own. A loud cackle escaping them both as they became one. The little filly smiled revealing a crimson red running from her mouth, like dripping blood. Her eyes aglow as if on fire, but it wasn't a bright glow. It was as if it sucked the light right into them. smothering it in their depth of darkness. The beast stopped giving a wide smile as it spoke.

"Time to make a few more playmates." It hissed as if multiple voices spoke in unison. It vanished, melding into the darkness of the room, letting the light from the lamp take hold of the room once again as it flickered a few times before burning out with an audible pop. The fallen bodies of Hazels parents followed the shadow as it melded away from the light in the room.

52. A new Evil............ (part 5)

The day had finally finished, the sun set, and everypony in bed. All except for Midnight who was looking at himself in the mirror. Zecora had cut a third of his mane off from the lower portion of his neck, moving away at a slant as it went higher onto his head. Although the top portion was still to long for it to stick up by itself, it swayed slightly back and forth. Not entirely standing up, but not falling completely down either. He gave a sigh before putting down the mirror.

"Guess it'll be just for the week as well. At least I helped out Zecora. She did say that an Alicorns mane before it turns ethereal holds an extremely potent magic. Almost pure magic at its base form. " He smirked looking his new haircut over one final time before heading back to the couch.

He gave a yawn as he began to climb onto the couch, nosing his way under the cover he blinked as he bumped into something. He focused still pressing his nose to whatever was in front of him, gasping as he pulled back. The cover flung back over a furiously blushing unicorn.

"Sweetiebelle?!" He croaked in surprise seeing her blushing face. "What are you doing on the couch again?"

"I'm sorry, I'm just cold, and lonely." She pouted pulling the cover around her.

"I thought we all discussed this." Midnight spoke remembering their talk the previous day before leaving the boutique.

"I know, but Rarity keeps turning the heat down and she still won't let me sleep with her." She pouted giving Midnight a pleading look.

"UGH! I swear, if Rarity jumps on me again over this I'm just going to tell her that you must have snuck onto the couch while I was asleep. That understood?" He said giving her a serious look.

Sweetiebelle nodded happily lifting the covers for Midnight to hop under them. Climbing up onto the couch reluctantly, her lay down getting comfortable. His head laying on a body pillow (snuggle pillow) so that Sweetie could also use it as one for herself. He gave a yawn pulling the regular pillow he used to sleep on into his embrace turning his back to Sweetiebelle. She snuggled up to his back. He tensed slightly feeling her breath on the back of his neck and shortened mane. He started to say something, but her warmth along with his made the couch feel all that more comfortable. He gave a yawn before his eyes slowly closed. his mind wandering to the threshold of the dreamworld.

Morning arrived within an instant for Midnight. He gave a yawn as he began to blink the sleep away from the nights rest. He took in another deep breath through his nose but stopped as something tickled his nose causing him to sneeze.

"That smells like lavender and honeydew." He thought to himself as his body began to wake as well, feeling something in his embrace. He snuggled what he thought was his body pillow closer, his wings already wrapped around what he was holding in his arms. He gave another yawn but stopped as he felt his body pillow move. He looked down quickly seeing Sweetiebelle looking up at him, her face flushing bright red, a sweet smile spread across her face. He slowly removed his grip from her as he began to withdraw.

"I'm sorryYYYY!" He squeaked out as Sweetiebelle pulled him back to her causing him to go rigid.

"Don't leave." She spoke softly pressing her face into his chest.

He relaxed a little wrapping his arms back around the filly, resting his head onto his pillow once again. He felt her sigh happily snuggling into him.

"Ain't they just the cutest thing." AJ spoke out causing the Sweetiebelle and Midnight to bolt upright. Fur and manes (and wings) extended to full attention as they looked at the giggling trio in front of them.

"I must say, even though he is to be my betrothed, seeing him as a colt cuddled up with my baby sister is rather cute." Rarity giggled holding a hoof in front of her slightly blushing face.

"Yea, the poor colt is wrapped around her hoof." RD smirked giving Sweetiebelle a nudge, only causing her to blush furiously.

"What. The. Hell?!" Midnight finally spurted out causing them to laugh. Sweetie ducked quietly under the covers wrapping herself in a cocoon to try and block out the world of embarrassment.

"Now now Midnight, That is hardly the language for a young colt to use." Rarity smirked, causing him to gawk at her.

"You have got to be shimmmmmMMMPH!" He began but was interrupted as a bar of soap found a spot in his mouth. He gagged for a moment before spitting it out.

"PLEGH! SERIOUSLY WHAT THE FUUUuuuuuuu........." He stopped for a moment looking to the door seeing Pinkie Pie limping in splattered with blood.

Upon watching Midnights sudden freeze the others trained their attention onto the door seeing Pinkie, who quickly collapsed onto the floor.

"PINKIE! They all shouted in unison coming to her aid quickly. Upon examination, her mane had completely deflated. She had no visible wounds at all. But she was covered in large splotches of blood. The leg she was limping on seemed to be bruised and sprained. He face held the expression of terror as her tried to talk.

"Pinkie, what happened? Can you tell us?" Rainbow Dash asked lifting her up slightly and placing her head onto her lap.

"T-the Cakes............. I d-don't know what happened............" She began before her eyes went wide with horror. She snapped up holding RD at arms length. "The foals!? I forgot about them!?" She screamed as she bolted upright galloping out the door with a limp, only making a few steps before she hit the dirt hard with a slight pained yelp. She pulled her foreleg up to her chest giving a hiss as she took in a breath.

"I don't know whats going on, but Rarity, you stay here with Sweetiebelle. Lock the door and don't open it for anyone you don't know. You two come with me." He nodded to AJ and RD as he used his magic to pick up Pinkie as he flew past her out the door.

Rarity sat in shock for a moment before Sweetiebelle came to her side hugging her.

"What's going on sis?" She asked looking up to Rarity with pleading eyes. Rarity looking down into her eyes, tears welling up in her own.

"I'm not sure Sweetie, but Midnight will find out." She sniffed holding her sister close.

Midnight, AJ, and RD made it to Sugar cube corner within just a minutes gallop from the boutique. The door lay open, the lights completely out. They stopped just outside, Midnight setting Pinkie down on her haunches as he began.

"Ok Pinkie, before I go in, please, if you can tell me anything, do it now." He said holding Pinkies face in his hooves, his eyes piercing hers with determination.

"I stayed at Fluttershy's last night, and when I came home the door was unlocked. T-the cakes never leave the door open if they have the foals. B-but when I went inside my knee got super pinchy. I went upstairs super quiet. I head some noise coming from their room. It didn't sound like anything I heard before. I pressed my ear to the door listening. All I could hear was loud gasping. Like they were really scared and couldn't scream."

Midnight looked to the others for a moment, a blush on his face as they had all thought the same thing. The Cakes had left the door unlocked by accident in their hurry to get a morning quickie. But before Midnight could say anything, Pinkie continued.

"I kept listening until I heard somepony talking, but the voice was really scarey. It sounded like a stallion and mare talking at the same time, but in a really creepy tone. I peeked through the key hole to see Mr. and Mrs. Cake floating in the air like something was holding them there, but it was so dark in the room I couldn't see what it was. The next thing that happened I saw them fall to the floor. I ran inside thinking they were hurt. But as soon as I opened the door and turned on the light, they were standing there looking at me as if nothing happened. Then they.......... they......." Pinkie began to shake violently, curling up into a fetal position.

"You girls find out the rest. I'm going to get the foals." Midnight spoke out rushing into the house/bakery, his horn alight with magic at the ready.

"They, they, they smiled at me................ they pulled out knives and began stabbing each other." Pinkie began to cry hard. her violent shaking suddenly came to a halt as she passed out, laying there limply on the ground. RD and AJ looked at each other in horror, then to the house as Midnight came out carrying the two foals in his magical grasp, both giggling happily. He placed them in a side saddle holster onto AJ as he rushed back in.

"Midnight?" AJ yelled catching his attention. He looked back with an icy stare causing AJ and RD to freeze.

"Stay there, and no matter what you hear, don't come in." He growled.

AJ and RD looked at each other, worry spread across their faces as they sat there. Waiting. Watching.

Midnight entered the bakery, his horn ablaze and ready to attack and defend. Before going any further inside he cast a shield spell around himself to keep any attacks at bay, be it magical or other. His horn kept glowing as he used the light from it to help guide his way. Creeping quietly up the stairs as he did before to get the foals, he made it to the Cakes bedroom at the far end of the hall. He pressed his ear to the door listening, waiting.

'No sounds.' He thought to himself as he pressed the door open quickly. Flipping the light switch on he gave a gasp back peddling slightly as he looked around the room. Blood covered almost every inch of the room. The air stinking of death and decay. He gave a slight gag at the smell looking around.

*SLAM* *PING PING PING*

He turned around quickly hearing the door slam, something hitting against his shield several times as he did so.

"Who's there?! Show yourself!" He yelled as the light's suddenly went out. His horn began to glow brightly as he whipped around looking in every direction trying to find the pony responsible for assaulting him and the Cakes.

*PING*

A spark erupted from the hit sending Midnight back a few steps as he regained his bearings.

"So.......... An Alicorn shows himself, prepared for battle?" That is unusual for this plane." A duotone voice spoke out from all around the room.

"Who are you? What have you done to the Cakes?" Midnight snapped looking around still yet.

"The Cakes? Oh you mean these two." The voice hissed happily as the Cakes rose from the shadows in the floor. Both smiling at Midnight.

"Are you two ok?" Midnight asked as he advanced toward them.

"Why we've never been better." Mr. Cake smiled. Mrs Cake joining in the smile.

"Let's get you two out of here." He said walking up to them, his vision still looking around the room for the voice.

*CLANG*

Midnight looked up as a knife bounced off of his shield, held between Mr. Cakes fore hooves.

"Mr. Cake? What's gotten into you?" Midnight shouted backing up and running into Mrs. Cake.

*CLANG*

She attempted to stab Midnight as well. He backed away from them as the smiled at him, advancing on him through the darkness.

"I don't want to hurt you two but I will if I have to stop you." He started but stopped as blood began to run from wounds all over the two Cakes. His eyes went wide seeing the amount of blood hitting the floor as it ran from their cuts.

"You will be our next victim young Alicorn. Your form will make us invincible." The darkness hissed as the cakes lunged ad Midnight.

"Over my dead body!" Midnight's horn erupted as magical light filled the room pressing through every crack, Shattering the windows as all darkness faded from sight.

"NOOOOOOOOOOOOOOOOO!!!!!!!!!" The voice shouted as the light surpassed the dark.

After a moment Midnight looked around the room seeing Mr. and Mrs. Cake, both bleeding badly as they lay on the floor in a heap. At their side a small unicorn filly, out cold as well. He gathered them up with his levitation magic, placing a shield around them as he headed down the stairs and outside. Many ponies had gathered from seeing Pinkie covered in blood and the light that had shattered the upstairs windows to Sugar Cube Corner. Many gasped seeing the bloody bodies of the Cakes. Some loosing their lunch. Others fainting.

"RD get me a spell book on severe injury healing from Twilight, now!" Midnight shouted causing RD to freeze at the sight of the Cakes.

"RAINBOW!" Midnight shouted causing the ground to quake.

She looked to him then took off toward the library. Within only seconds she came back with the book tossing it into Midnights magical grasp.

He lay the Cakes down on the ground as he scanned the book. The spells erupting into his memory.

"Dammit. Only one spell will work in this book, and this is going to fucking suck." Midnight growled as his horn lit up with magic, lifting the Cakes up form the ground, their wounds began to heal quickly. Blood began to disappear from them, wounds disappearing. Midnight let out a pained scream as he writhed in the air with them.

*drip*

*drip drip*

*DRIP*

Blood began to seep from Midnights body as he screamed out.

"NIGHT!" AJ shouted in horror seeing the wounds open up on Midnight. After a few more seconds the Cakes fell softly to the ground completely healed, out cold and alive. Midnight wasn't as lucky. He landed on his hooves shakily as he grimaced in pain. His horn flaring up with magic again as the wounds began to very slowly close up.

"That was actually worse than I thought." Midnight gave a soft chuckle, only to grimace in pain once again as the healing magic slowly began to heal him once again.

"What was that spell?" RD asked looking to Midnight in horror.

"It was a spell called devotion. It removes any wounds from the pony it is cast on and gives one tenth of the damage to the caster. Unfortunately *wince* the wounds were far worse than I thought." He fell to his haunches breathing through pained breaths as his wounds healed quickly. little scars peppering his tiny frame as a reminder of the wounds.

"What happened?" Twilight shouted as she made it to the area RD had flown to. She looked seeing the blood on the ground but no blood on any ponies. She gagged at the smell.

"Midnight just rescued the Cakes and some filly form something. They were hurt a might bad." AJ said as Twilight walked up to the Alicorn colt.

"Something was up there. I don't know what it was, but I couldn't see it at all. It managed to attack me without me seeing it. Lucky for me I had a shield up. The Cakes weren't so lucky. I think whatever it was........." He was cut short by Pinky as she raised her head, her mane and tail still flat.

"It killed them, or made them kill each other." Everypony gasped in horror at what Pinky had just said.

"I watched them stab each other, laughing the entire time. They smiled at me then fell to the floor bleeding." Pinky began to wail uncontrollably. curling up into a ball again as tears fell from her face.

"Pinky, the Cakes are fine now, see." Midnight trotted over into her vision pointing a hoof to the now sleeping Cakes.

Pinky bolted upright and over to them checking every inch of them. "they're ok." She spoke softly falling to her haunches, her hair inflating again as tears of joy came out. She looked around for a moment.

"What happened? How did they?" She began as Midnight spoke out.

"I healed them, and it hurt like a biiiIIIII!" He squeaked out as Pinky picked him up hugging him, whispering thankyou repeatedly to him. Midnight smiled giving her a gentle hug back, stroking her mane softly.

"What happened here Midnight? Why are you covered in scars?" Twilight asked quietly over the crying Pinkie Pie.

Midnight filled Twilight and everypony else in on what had happened. Twilight rushed back to the library without word. After a few minutes a bright flash erupted from just above Ponyville as Celestia appeared in an array of light. All ponies bowed as she landed.

"What has happened here?" Celestia asked as she came up to Midnight.

After a brief explanation Celestia trotted quietly over to the little filly unicorn. She gently nudged her to try and awake her.

"Uh...........huh? What happened? Were's my shadow?" Hazel had awakened finally looking around, her gaze fell upon a regal set of hooves causing her to look up at the sun princess in awe.

"Shadow?" She asked looking surprised at the filly causing her to recoil. She stood up glaring at the princess for a moment but stopped as she noticed none of her powers were working, not even her magic.

"Little one! Explain yourself." Celestia bellowed causing the filly to back peddle and attempt to run. Celestia teleported into her path causing her to crash into Celestia's leg and fall back looking up at her in horror.

"You will explain." Celestia glared at the filly for a moment as her horn glowed pressing it to the filly's head. She pulled back gasping aloud and falling to her haunches, a look of sheer terror on her face as she began to shake.

"Tia!?" Midnight shouted running over to her. The little filly attempted to run but was snatched up by Midnight as he looked up to the sun princess.

"It has returned." Celestia began to cry. Golden tears falling from her eyes as she curled up onto the ground.

Everyone looked to her as Midnight looked up speaking softly to her.

"Please Tia. What has returned?" He asked causing her to look at him, and then around the group of ponies that were all awaiting an answer.

53. A new Evil............ (part 6)

Celestia had called an emergency meeting at Twilight's library, as it was the closest spot to fill the bearers of the Elements of harmony in on what has come to pass. The mane six, Midnight, Hazel, and the Captain of the Royal guard had assembled there to be briefed. Celestia looked around to the chattering ponies clearing her throat to gain their attention as she began.

"My little ponies. I am afraid that an evil far greater in power than anything you have ever known has come to this world. Shadow Hunter has once again shown itself. Now before you ask your questions, please listen to what I have to say." She began as she looked around the room, all eyes trained on her as she picked up again.

"Shadow hunter is an evil far older and far more powerful than myself. I honestly do not know of it's origin. But I had the disadvantage of coming across its path eons ago when I was very young. I had just ascended into adulthood. I had just turned twenty when this abomination found its way into my world. It started out as it did today. A few ponies loosing their lives. Then as night fell, the number of deaths doubled each night until I was the only one left. Every single living thing on the planet had perished within only a few weeks. All life including the plants and animals died. But not as you know it. Their bodies roamed the world in search of prey. I managed to find a very small group of ponies that had survived. There were about fifty. I left the planet with them in tow within my magic. They watched as I forced the planet into the sun, killing off the evil and setting the dead free from it's plight.

"Over the next few days we scoured the solar system. A few ponies died within my care during that time, but we finally found a new home. This world. We started anew, bringing forth new lives into the world. The world had already been inhabited by several sentient species. We were alien to them, but over time gained their trust. It has been five thousand years since that monster has shown itself." Celestia began to cry again, falling to her haunches. Midnight as well as the rest coming to her side.

"I'm alright." She spoke as she continued. "I had asked the ponies how they came to survive. All of them were quite young. They stated they were not sure but over time I came to find out about the Shadow Hunters weakness. They were all innocent in every way. To young to be corrupted by the plagues of the world. Never having been in a relationship. Just pure and innocent. The shadow cannot manipulate such innocence."

"But what about me?" Hazel interrupted causing all eyes to fall on her.

"What do you mean child?" Celestia asked.

"The shadow took over my body because I gave it to him. How am I not dead along with my retched parents." She snapped causing the princess and others to recoil.

"Child, the Shadow will manipulate you and others that are innocent into doing it's bidding. When you gave yourself to it, it's power increased. But part of you still held on to the hope that what it said to you was a lie. That alone kept it from taking over fully. If you, or any of you ever meet it, get to the light as quickly as possible. Do not listen to it or anything it says. It will all be lies to sway you to its side. Once you have become one with it. You may not be able to get free." Celestia exclaimed.

"Then how did I get free?" Hazel added causing Celestia to stare at her in confusion.

"I do not know. Midnight, what happened in there exactly.?" Celestia asked looking to the tiny Alicorn.

After an explanation to the princess she hummed in thought.

"I take it that the spell cast on you Midnight, reverted your body back to its stage of innocence. This will give us a fighting chance against the monster. However I am not immune to its wrath. I will remain under guard at all times, I must keep the rotation of the sun constant so that the plant life will not perish on either side of the world. I know that during the night the shadow will grow stronger and ponies will continue to die. However I believe that we can revive them as long as they are held by the Shadow Hunter."

"What about the Cake's?" Pinky asked.

"Although they have not yet awakened, time will tell what will happen. For the time being, everypony remain in the light. I will have a set of unicorn guards stationed here in Ponyville to keep magical light orbs all around to keep the shadows at bay. As for you young one." Celestia glared at Hazel causing her to whimper.

"You will show me how you found the shadow." She growled.

"What if I don't wanna." She attempted to stand up for herself. She soon found out how big of a mistake she made as Celestia rose slowly, an eery red glow about her. Her horn slowly ignited in a red aura, her eyes glowing a bright white as she wrapped the young filly in her grasp of magic. She slowly pulled the screaming filly toward her face as she spoke, venom and ice dripping with mirth from her voice as she spoke, everypony in the room recoiling from her.

"You listen to me you little whelp. That shadow killed an entire planet and wanted more. I saved a hoof full of ponies to repopulate this planet when I wasn't much older than you. I have lived for five thousand years rebuilding my crushed species. I have seen your thoughts and what has happened to you. I can tell you that the shadow killed your parents before they did what happened in front of you. I am prepared to go to any extent in order to save this planet from that monsters wrath. If that means torturing you until you tell me what I want to know, or using forbidden magic to pry the memories from your skull, leaving you destroyed beyond repair. Then I will by all means do that to save my subjects. One life to save many."

"That's enough!" Midnight shouted causing Celestia to snap her attention to him, forgetting about the filly she dropped her to the floor. Hazel quickly running to the nearest pony, shaking with such fear that she wet herself.

"What was that you little runt?" Celestia spoke again, venom dripping from her voice as she neared the tiny Alicorn.

"I said that is enough. The young one will bare the information in time. You do not *GACK*" Midnight was cut short as Celestia grabbed a hold of him around the neck with her magic lifting him off the ground, squeezing gently to prove her point as she spoke, bringing him to just in front of her face, he flailed wildly trying to remove the choking grasp.

"You above all know that time is one thing we do not have. Even now as my sister raises the moon, the shadow kills, growing stronger at each passing second."

*WAP*

Celestia's face quickly turned to the side, a look of utter shock on her face as she slowly turned back to see who had hit her. She gasped softly seeing the pony who had magically slapped her to her senses. Dropping Midnight from her choke hold.

"T-Twilight?" She spoke rubbing her sore jaw. Twilight had tears streaming down her face as she walked up to the princess pulling her into a warm embrace.

"P-please princess. I know it's hard. B-but please stay calm. I am sure we can find a way through this together.." She sobbed softly into her chest. Celestia wrapping her own hooves and wings around Twilight as they set there for a moment.

Celestia looked back up, determination chiseled into her face as she began.

"Please forgive me everypony. I know we must go to whatever lengths to save this planet and every living thing on it. But if I harm one of my subjects in order to do so. Then I am no better than the shadow."

After the meeting had taken place and strategies discussed. It was decided that Shining Armor would lead the towns Unicorn guard. There would be two shifts through the night. Each guard casting a special light spell that would reflect off of any surface and cascade its light into every direction. The town looked as if it was radiating light from Canterlot. The spell also prevented unwanted teleportation or phase shifting from one place to another. It would keep the shadow at bay for the time being. However. Once daylight returned though, the spell would be of no use as normal daylight would overpower the magical light.

Celestia had returned to the castle to continue working on other plans to try and stop the Shadow Hunter. Midnight and the girls had all stayed at the library talking things over to see if they could come up with any plans. They had fell asleep late in the night and awoke early. Everypony, with only a few hours sleep at most, was in no mood to fight that day. Many mixed feelings and signals were given that morning by each of them. Pinkie had been the worst of the bunch, having already lost her adoptive parents, the Cakes. However she found more courage in herself than she thought as she took care of the foals. Midnight coordinated many of the tasks during the day, Twilight at his side with her checklist of the things that needed to be done. Rarity, Applejack and Fluttershy stayed with the Cutie Mark Crusaders, whom wanted to continue crusading despite the risks that were outside awaiting them. Rainbow Dash was flying perimeter checks all over Ponyville looking for anything strange.

Everything seemed to be going smoothly. That is, until Dash busted in through the Libraries front door.

"We have a problem!" Dash yelled as she flew through the front door to the library, scaring everypony inside.

Midnight strode up in his tiny form. "What's going on?" As the others came to attention as well.

"There is a lot of movement in the Everfree forest. I was doing my rounds when I noticed a clearing that was occupied by a lot of wildlife. Including a Manticore. They were all gathered in a pile in the middle of the clearing looking out into the forest. I circled a few times before they noticed me. I was going to land near them but as I got closer I looked into the forest seeing a ton of darkness and glowing red stuff." She spoke breathlessly as everypony listened.

"This is not good, it's going after all the weaker species first. fighting them one on one won't be a problem, but fighting an army of them is suicide. Twilight, you and the others stay here and formulate a plan. Fluttershy I'll need you with me. Your ability to talk to animals will make this far less troubling. Dash continue your perimeter checks. Report anything you see out of the ordinary." Midnight spoke as he headed toward the door. He stopped as his magic grasped the handle opening the door a little. Looking back he saw a pink tail poking out from some pillows on the couch.

"Fluttershy, come on. we need to get going." He yelled causing her to dig further into the couch, shaking violently in fear.

He turned heading back to the couch. "Shy, we need to get going. I know you're scared but if we don't hurry then those animals and anything else in that open area will be swept up by the Shadow. I will protect you so please don't worry."

Midnight sat next to the shivering yellow Pegasus as she pulled her head from the couch. Gently wiping a tear from her face she looked to Midnight, Her scared expression turning to determination as she spoke.

"Let's go save those animals." She spoke out proudly flaring her wings but then hunching down slightly as she continued.
"Um........ if that's ok with you."

Midnight sighed grabbing her up in his magic as he bolted out the door taking flight Fluttershy giving a soft scream as she was dragged along through the air. Dash close behind them.

They arrived together flying above the glade of open land that Dash had discovered. It was roughly fifty feet in diameter and all of the animals were in the direct center. The sun was still high in the sky as they slowly landed near the animals whom were all shaking in fear. The manticore and bear that was in the ground stepped forward growling loudly taking a defensive stance.

"Oh my, I've never known manticores to be protective of other creatures. This is odd. And bears don't like manticores either. Something terrible must have happened in order for them to stay like this." Fluttershy spoke as she headed toward the group slowly.

"I don't think approaching them is a good idea Shy." Midnight spoke as he looked around the perimeter of the glade where the forest sprouted up. An endless moving shadow ran around them. never once moving into the light. Sounds of dieing animals filled the air as Fluttershy moved closer to the group in the center of the glade.

"It's ok, we're here to help. We need to get everyone to safety. But in order to do that you need to let us help you." Shy spoke quiet and calm easing the tension in the air. The manticore came forward giving her a slight sniff, it began to purr quietly as it gave her a gentle lick. She gave a slight giggle then looked to the bear who gave her a sniff and gentle nudge with its snout. All of the animals came forward surrounding her. They stopped for a moment as Midnight began to walk toward Fluttershy, all giving a low growl making him stop.

"It's ok everyone, He is here to help me." She spoke causing the mob of animals to sit back down, awaiting for thier safe departure.

"Alright everyone. I'm going to lift us all into the air and fly us back into town. I don't know if any of you have experienced magic or not but please, do not panic while we are in the air." Midnight spoke as his horn began to glow. A roar escaped the forest as he did so causing them all to look back, seeing a large shadow running forth from the treeline into the light, charging at them with untold fury.

"No you don't!" Midnight shouted as he whipped around fast, his horn slicing through the air send a large white sickle through the air crashing into the shadow and splitting it in half. The shadow evaporated quickly from the being that it held captive. The captive was only there for a moment as it began to quickly evaporate as well. It was a large dark grey wolf.

Another roar escaped the forest as many more began to rush forward from the darkness into the light.

"Time to go!" Midnight shouted as his magic grabbed every living thing in the group and launched himself with them into the air, just barely in time as the group of shadows closed in slamming into each other in the sunlight. Everyone looked down at the field of shadows as they began to evaporate into the air. The bodies strewn about as if they had all just up and died as the shadows melted away from the forms. Midnight looked in disbelief at them as he noticed one of the forms crawling back toward the shadows. It didn't make it and soon evaporated as well. Midnight gave a sigh as he looked down toward the perimeter. The shadows all but gave up moving away and back into the forest.

Midnight arrived back in Ponyville with the small group of animals, upon setting them onto the ground they all marched over giving the little Alicorn so well deserve love as the chittered/murred happily to be saved from the darkness.

"Alright everyone, lets get you into the the shelter." Fluttershy smiled as she led them away to a shelter that had been set up with a magical barrier to house and keep safe any who needed it.

Midnight made a quick B-line to the library to check in and see what was going on. Upon entering he saw nothing but chaos as everypony was running around and doing something. He made his way upstairs, seeing Twilight standing at a table with a sad look on her face looking down. As he arrived next to her he noticed the map she way looking at. It was a huge map of Equestria, The outline of the forest was marked in red while many areas were outlined in green, others in blue surrounding the green.

"What's going on Twi?" Midnight asked catching her attention.

"Celestia sent this map to me while you were gone to save those animals. It shows how much the Shadow Hunter has already taken control of, what areas are at risk and what areas remain safe from harm. As you can see, anything outline in red has been taken over. Anything outlined in blue has yet to be and possibly will be taken over. Anything in green is safe as long as a unicorn is present to cast the spell needed so that shadows cannot form."

"I thought shadows could form under any light as long as something was there to block the light." Midnight spoke rather confused.

"This spell makes a light orb that can penetrate and go through almost any object. As long as the the orbs are present, then no shadow can form and everything in that are will be illuminated. Celestia said it took her almost thirty years to make this spell and was very proud to show it to me. She even had small parchments with the spell on it so that it could be given to anypony who could use and cast magic." She smiled hoofing one of them to Midnight who immediately scanned it and cast the spell. A small white orb of light popped from the tip of his horn as it flew up to just a few feet above him. He looked down gasping as everything below him was covered in light, as if he wasn't there at all.

"This is amazing. We need to get this to every unicorn in Equestria as soon as possible." He spoke as he headed toward the stairs.

"It's already taken care of. The princess has already sent out an untold amount of these parchments to everypony in Equestria. Only non magic using beings will be susceptible to the shadow, and every magic user has been order to have the spell cast and in use twenty four seven, and to cast it on any and all creatures as well. This will stop the shadow before it can take over." She gave a determined smile as she spoke.

"That's good to hear, but what happens when night falls. I know that the spell will have a limited distance and casting that spell time after time will tire out the unicorns. Is there a way to just cast a huge one and destroy the shadow in one blow?"

"No, unfortunately the spell becomes unstable if the diameter goes beyond three yards. An orb cast at that size will also drain most of the magic from the caster. The illumination distance will be great but the spell will go out quickly. Usually within a few minutes, five minutes tops. The small the orb the longer it lasts. but only a specific amount can be cast at one time. That is the only drawbacks." Twilight informed causing Midnight to nod in understanding.

"Alright then. Let's get started with gathering all of the ponies and animals into the shelter. At least there we won't have to worry about them getting taken by the Shadow and its growing army. We can also cast the spell as a shield around Ponyville. I will need you to calculate the distance each orb will need to be in order to last a minimum of ten hours each. I'm going to do a perimeter check with Dash, check on Pinkie, and have a quick word with the princess. Ill be back before nightfall." Midnight spoke, getting confirming nod from Twilight.

54. A new Evil............ (part 7)

"Curse those wretched creatures, They may have saved that small group of animals, and even cost me a few of the ones I have already taken. But when the night falls, I shall show no mercy in obtaining their very souls, yeeeeesssssss." Shadow Hunter hissed loudly as he moved through the forest, careful to avoid any beams of light that happened to flow through the canopy of the Everfree forest.

He moved silently through the forest. Every inch of any shadow that touched the ground or living creature he could feel. It was as if the the entire shadow of the forest had become an extension of his very being. After a few minutes of capturing some other creatures he stopped for a moment in surprise. It's deep crimson eyes going wide for a moment before returning to slits, a smile of what seemed to be dripping blood curled up onto its face.

"My MY! What an excellent surprise this is." It cackled evilly as it melded into itself reappearing inside of a very dark cave near the far edge of the Everfree forest. The Shadow looked up at its next victim as it began to pull even more of its shadow unto itself, increasing its size exponentially. Its eyes now at least thirty feet wide as it looked down from the ceiling of the cave at its prey as it slept.

"You are truly the largest creature I have seen by far. Even your child is a remarkable size." It hissed happily looking from the Ursa Major to the Ursa Minor. The two celestial bears twinkling slightly in the darkness.

The shadow slowly began to envelope the two bears in its darkness. covering every inch of them, only leaving their faces untouched as it waited for the right moment to finish off its prey.

"Pinkie, how are you doing?" Midnight spoke as he trotted into the hospital room where the Cakes were resting.

"I'm doing better, I just wish the Cakes would wake up. The doctors just don't understand why they won't wake up. I-I wish they would......." Pinkie trailed off as another wave of tears came pouring from her eyes. Midnight trotted over to her standing up on his back legs as he looked up to her, spreading his arms wide offering a hug to the pink pony. She gave a slight sniffle and weak smile as she pulled the small Alicorn into her embrace, gently hugging him.

"Everything is going to be alright Pinkie. I give you my word that I will not rest until that monster has been removed from existence, and all those that it has hurt have been returned to normal." He spoke softly into her ear gently stroking her mane.

She pulled back giving the Alicorn a disheartened smile. "Thank you Midnight. You truly are the best friend a pony could have." She smiled kissing his forehead gently, then letting him hop back down to the floor. "Here, if you need me for anything just say my name out loud." He smiled as his horn began to glow softly. Pressing the tip of it gently toward Pinkie as a small flash erupted from it onto her. She Blinked a few times as her vision returned to normal.

"What was that?" She asked quietly.

"A communication spell. Go ahead and speak my name." He smirked as he stepped back a few spaces.

"Midnight Flame." She spoke quietly as she felt a slight jar to her head.

"Can you hear me Pinkie?" Midnight spoke, but not out loud.

Pinkie gasped as she could hear him but his mouth wasn't moving. "OMIGOSH!" She thought as she let out a gasp.

"Oh my gosh is right Pinkie." Midnight smirked.

"How far will this spell work to?" Pinkie thought.

"Any distance. And anyone with the spell cast on them will also work. If you wish to speak to more than one pony at a time, just say their names one after another. If you want to add them to the conversation just say Add and their name. If someone doesn't want to be heard they can speak, Silent to and the pony's name. They will become mute to that pony. There are a few other details about the spell, but overall it is great for long distant communications." Midnight thought, a smile spreading across his face.

"Cool. Ill let you know if the Cakes wake up. Also, the foals are in daycare in the hospital maternal wing. That way I can be here in case the Cakes wake up."

"Cool. Ill seeya around, Oh and if you need to end the conversation, just say end convo." He smirked as he spoke out the phrase ending the telepathic link.

"Later Pinkie." He smiled heading out the door.

"Now to find RD." He thought to himself as he headed out of the hospital.

Midnight looked up seeing the sun just past three fourths of the way to the horizon. He gave a shudder as he thought of what is to come upon nightfall. Leaping into the air and giving a hard flap to accelerate himself, he flew upwards toward the cloud line looking around as he came to a hover. After a quick look in all directions he could see a blue blur racing toward Ponyville.

"That can't be a good sign." He groaned heading toward RD.

"That took more effort than I thought it would." Shadow Hunter hissed in annoyance looking to the giant bear as it sat quietly awaiting its command. "It is a shame that the smaller one could not be taken and escaped. I shall find and kill it soon enough however." It smiled looking to the bear in front of it coated in a dark shadow.

"You will attack the town outside of the forest upon sunset. Destroy everything in sight. Kill anything that moves." It hissed again seeing the two bears nod in unison.

"Yessssssss, this will be most entertaining." It cackled loudly, its bellowing voice echoing throughout the cave in a thundering tone.

That was all that was needed though as Rainbow Dash had seen the shadows moving through the forest below and began to follow them to the cave from which the shadow entered. She hovered in the air outside of the cave and well above the tree line as she listened. After a few minutes there was a thunderous roar and the sound of a massive struggle. After roughly ten minutes the noise died down until a loud laughing was heard. She flew back toward Ponyville as fast as her wings could carry her.

As she made it back to Ponyville she saw Midnight heading toward her as she landed near the library.

"We have a big problem." Dash spoke as she breathed hard, attempting to catch her breath.

"I could tell by how fast you were going. What's going on?" Midnight asked trotting up to her as she headed into the library.

"Rainbow?" Twilight said as her attention came to the opening door of the library.

"I think the Shadow just captured something big." Dash spoke as she finally caught her breath.

"Big as in?" Midnight added.

"I'm not sure, but whatever it was it was in a huge cave on the edge of the Everfree forest."

Twilight gasped recoiling, she began to shake slightly as she talked.

"Did the cave have a huge open area in front of it?" Twilight asked.

Yea, why? Is that bad?" Dash spoke in a concerned tone.

Twilight fell to the floor shaking violently in fear, Midnight and Dash rushing to her side as she spoke.

"That cave was home to the Ursa Major and Ursa Minor. If the shadow has taken control of them. We may not have a chance to defend ourselves." She spoke as tears fell from her eyes.

"Oh crap." Midnight spoke as he recalled the story of the two beasts in part of one of the history books of Equestria he had scanned a while back. Comparing the size of each of the two beasts was nothing to laugh at. The Minor could be around seventy feet tall while the Major could reach two hundred fifty feet tall. He sat down for a moment before remembering the spell he had cast for Pinkie. After he explained the spell and how to operate it he cast it on Twilight and Dash. Advising Twilight to do the same to the other members of the group of six.

"I'm going to see the Princess. She will need to know about this." Midnight said as his horn lit up, and in a burst of light he vanished reappearing near Celestia in the castle.

"Tia, we have a problem." He shouted as he appeared causing the guards to bound forward protectively in front of the Princess. Celestia waved them off as Midnight approached in his tiny Alicorn body.

"What has happened?" She asked concerned.

"I have reason to believe that the Shadow has captured an Ursa Minor and Ursa Major. I need to know what we need to do at this point. That species is near extinction as it is. Being the size that they are and how powerful they are, if they are to......." Midnight was cut short as the princess raised a hoof to stop him.

"You have permission to take the lives of those already lost tot he shadow. If there is a way to save them then we need to use as little force as needed for their safe return. Please Midnight We must destroy this thing before it wipes out the entire planet." Celestia spoke, almost in tears.

Midnight nodded to her as he teleported back to Ponyville.

*RRRROOOOOOOOOOOOOOOOOOOOOOOOAAAAAAAAAAAAAAAARRRRRRRRRRRRRRRRRR*

"What the hell was that?!" Midnight shouted as he looked around inside the library only to see books and no pony in sight. He rushed outside freezing in fright at what he saw. The biggest fucking bear he had ever seen roaring like mad and roughly fifty feet tall standing right in front of him. He tried to move, tried to speak, even tried to piss himself but just couldn't He was frozen in awe and fear. That is until he saw a yellow and pink Pegasus flying up to the bears face. He gave a loud snort finding his protective instincts as he began to power up his horn attack.

"Wait a sec. It's still daylight." He stopped looking at the soon to set sun, then back to the bear who slowly sat down onto the ground with a ground shaking thud. Midnight looked up see Fluttershy trying her best to console the poor creature. He took flight moving next to her as she pet the giant crying bear.

"There there. It'll be ok little one." Fluttershy spoke in a soft voice looking into the Ursa Minors eyes. It gave a quiet rumble gargling sound causing Fluttershy to gasp slightly.

"We will try to save your mother little one. You can stay here in Ponyville until then." She spoke quietly as she led the giant bear toward a field just outside Sweet Apple Acres.

"Fluttershy, whats going on?" Midnight asked coming up to her as she led the bear on.

"This poor babies mother was taken by the shadow. It wants to help fight to get her back." She spoke looking back to see a determined look on the bears face. It giving a low growl in confirmation.

"Wow, I have to admit little guy, you scared me so bad I almost molted my wings." Midnight laughed nervously. The bear looked to Fluttershy who just smiled giving a little giggle, the bear gave a low chuckle shaking its head.

Midnight was taken aback for a moment as he continued talking. "You can understand me?"

The bear nodded as it continued following Fluttershy.

"Fantastic. I think you are our ace in the hole for the fight against your mother." Midnight smirked feeling confident once more.

The bear let out a slight snarl toward Midnight causing him to move away slightly.

"Don't worry. We won't hurt her. If I think to be true what I am thinking, then we can get your mother to return to normal without harming her. Just bare with me alright." He smirked at his pun, Fluttershy and the Minor shaking their heads disapprovingly.

"Sorry." Midnight squeaked rubbing the back of his head.

Upon arriving at the field outside Sweet Apple acres and setting up a plan for the possible events to unfold he cast the telepathic spell on the bear and Fluttershy, he headed toward the farmhouse were he could see Big Macintosh and Applejack setting up some equipment. He landed near them as he spoke.

"Whats up with this weird equipment you two?"

"Hey Night, This here's enchanted gear to ward off them Shadows. It's being distributed around Equestria by the princess' royal guard. All Earth ponies get it." AJ said as she pulled up the final pole. She went over to the base of it pressing her hoof to it. Upon coming in contact with her the pole ignited into a bright light. They all recoiled looking away as the light penetrated everything around them.

"Damn that's bright." Midnight shouted.

"Eeyup. an just in time to." Big Macintosh spoke pointing a hoof to the setting sun.

"Listen you two, I need to let you know about a couple things." Midnight spoke quickly filling them in on the Ursa Minor and the events that had unfolded earlier. He cast the telepathic spell on them letting them know how it works as well.

"Alright. I need to get back into town. If you need anything you know what to do." He said receiving a nod from the two as the looked toward him. He took of quickly toward the field where the Minor was casting the light orb spell many times and attaching them to the baby so that it could move freely with them as protection against the dark. After that he cast it On Fluttershy and himself as they flew back toward Ponyville. The setting sun causing their hearts to race with dread as the night was on the verge of becoming their last.

55. A new Evil............ (part 8)

The air was filled with the howls of the dead and dieing as the sun slowly fell below the horizon. Ponies all over stood guard watching the darkness creep up along the ground closer toward the town and Canterlot.

*CRASH*

"What was that?" Somepony shouted from behind the front line.

The audible sounds of trees snapping and crashing erupted from the forest as the sun finally dipped below the horizon.

"Stand your ground. As long as you remain in the light you will be safe." Midnight shouted as his horn glowed brightly sending out more light orbs, attaching to every living thing in Ponyville.

*SNAP CRASH*

The sound began to get closer as large footsteps began to sound off from within the forest. The sound slowed and the trees within the forest simply groaned aloud before snapping as what everypony feared finally showed itself from within the darkest depths of the forest. The Ursa Major pressed forth from the treeline, dripping blackness from its very being, it's eyes and maw run red with crimson darkness. It's mouth slowly opened as it reared back onto it's back legs lowering its head slightly as it let out a terrible roar causing a few ponies to run in fear.

"STAND YOUR GROUND!" Midnight shouted in the royal wee, although it sounded squeaky coming from his small frame.

"Heheheheeeeeee........... Do you really expect them to follow such a tiny specimen of your caliber? You are so small and helpless it is........... wait!?" The shadow began to speak, snickering at the small Alicorn before recognizing him.

"You're the one who saved those creatures in the glade!? YOU!?" It hissed loudly as it began to take form of a large bipedal shadow, It had no head and the face was part of the exceedingly wide torso, growing thinner as it went toward the ground.

"I'll take care of you myself." It cackled as its right arm shifted into a large sickle as it lunged toward the tiny Alicorn, only to stop, screaming in pain as it hit the light emitting from the orb floating above Midnight.

"I take it you like our magic." Midnight gave a wicked smile as he pressed forward, an audible his escaping the ground as the light drove away the shadows. Shadow Hunter hissed looking up to the Ursa Major.

"ATTACK!" It shouted as the Ursa Major erupted in a loud roar colliding its front paws into the ground charging forward toward the town.

Just as the Major was getting up speed it came to a halt as another roar erupted from behind the Ponies standing just outside of Ponyville along a long line. The Ursa Minor jumped over the line stopping in front of them as it stood up on its hind legs looking up to its mother. It began to call out, speaking in its own language to its mother. The Major stopped for a moment as if it had regained its senses looking at its baby.

"What are you doing?! KILL THEM!" The shadow snapped causing the Major to cry out in pain as it thrashed about, one of its paw smacking into its cub, sending it flying back and into a house crushing it to the ground. The Minor lay there motionless as its mother stopped, freezing in place. Seeing what she had done. Its crimson dark eyes and mouth turned to horror as it shook, dark tears began to run down its face as the shadow began to fall from its body.

"I SAID KILL THEM!" The shadow screamed at the bear causing it to come back to its senses fully. Its look of horror slowly turn to that of pure rage as it turned ever so slowly back to the shadow behind it. A deep rumbling growl escaping it as it spoke out in pony tongue.

"You have cause me to kill my young. I will not rest until I have snuffed your life from thise plane and all others." It growled out as it finally finished turning toward the shadow who just cackled at it.

"You have no power during the night. I AM the night!" The shadows cackled loudly as it grew to ten times the size of the Ursa Major, deep gashes across it in the form of laughing mouths and leering eyes.

"NOW!" Midnight shouted as his and every other unicorns magic peeked. They all released a huge ball of light that envelope everything within a mile of the town in a sudden flash. Every creature, be it shadow or other was washed clean of the shadow. An ear splitting scream erupted from every creature as they all fell to the ground.

"Quickly before the light disperses." Midnight shouted as every unicorn began to cast the light orb spell running through the area and attaching it to each and every creature, some casting the orbs within a specified distance from one another. They all moved as quickly as they could until the giant light orb began to flicker.

"FALL BACK!? Midnight shouted as his horn glowed brightly he grabbed every creature that had not been obliterated by the light and teleported them to safety.

"NOOOOOOO!!!!!" Shouted the shadow as the orb vanished and the darkness sped toward the barrier of the other orbs. It hiss madly as it began to assault the light with its very being. Hissing as the light melted away the darkness upon each hit. After a few minutes Shadow Hunter stopped. Staring at the town as it spoke.

"I will have you all eventually. Nothing can defeat me. You can only keep me at bay for so long. I will make you beg me to take you into my very soul. Even if it means I must destroy the land as well." It hiss as it slinked back into the darkness of the forest.

There was a moment of silence until somepony began to stamp the ground and cheer, others followed until the entire town was in an uproar. Many patting each other on the back.

"MIDNIGHT!" Shouted AJ through their telepathic link.

"OW! Dammit AJ don't yell like that." He scolded.

"We have a serious problem. Get to the farm quick." She cried out.

"On my way." He spoke through the link. Midnight looked to Twilight who was near him. "Trouble at AJ's, you're in command until I return." He spoke causing Twilight to nod in confirmation.

With that his horn began to glow as he disappeared into an array of light reappearing near AJ at Sweet Apple Acres.

*CRASH* *ROOOOOAAAARRRRR* *CRASH* *SNAP* *CRASH*

"What's going on AJ?" Midnight shouted over the noise.

AJ turned to Midnight, tears running down her face. "It's destroying mah trees. We gotta stop it or the town's guna starve." She cried helplessly looking to the falling trees.

"Dammit this is going to hurt." Midnight growled as he began to cast multiple light orb spells at once. They began to shoot out of the tip of his horn faster than could be counted as they flew over the field of trees landing at the tip of every still standing tree. He gasp finally stopping as he spent the remainder of his magic. Loud hissing coming from within the orchard as many shadow beast fell to the light other barely escaping.

"MIDNIGHT!?" AJ shouted running over to the fallen Alicorn as the picked him up cradling him gently.

"I'm fine AJ, just used up my magic is all. I should be alright in a minute." He spoke softly before blacking out.

Morning arrived much to the shadows dismay, bringing forth the light needed to bath the land in its glory. Another few hours to plan for the shadows next attack.

"SHIT!" Midnight shouted as he bolted upright gasping in a breath and looking around the room. It was bathed in magical and real sunlight as he sat there on the spare bed inside the Apple families home in Sweet Apple Acres. "Oh God what happened?!" He shouted in a panic as he sat there, stopping as he heard hoofsteps coming closer to his room.

*knock knock* "You alright in there sugarcube?" Ajs as as she knocked softly on the door.

Midnight lay back down onto the bed casting out a heavy sigh of relief. "Yea I'm fine. Come on in."

AJ pressed open the door trotting in and taking a seat of the bed next to the small Alicorn.

"What happened last night?" He asked looking down at his hooves laing onto the cover.

"That shadow thang creamed a bunch'o mah families trees. Ya made it in time to take care of'em but not before he took out over half of them. Without help the town may starve now." AJ whimpered looking down laying her ears back in defeat.

"I won't let that happen AJ, Not while there is still a breath in my body." He spoke in a determine tone. As soon as he finished he was swept up into AJ's embrace, who quickly and firmly planted a kiss right on his lips.

*POMF*

AJ broke the kiss blushing heavily as she gave him a giggle. "Thank ya sugarcube. Ah owe ya more than any pony in Ponyville right now. Ah don't think ah could ever repay ya, but I'd be more than willing to try." She smiled toward him as he sat there stunned, his mouth agape. She smiled pressing a hoof under his chin closing it gently.

"Come on now, lets get some breakfast." She smiled hopping off the bed and heading out of the room.

'GOD I love country girls.' Midnight thought to himself as he smiled widely fluttering his little wings as he floated out of the room heading downstairs.

"MIDNIGHT!" Applebloom shouted hurling herself into him and tackling him down the entire flight of stairs. They landed with a hard thud at the bottom, both hissing as pain set in fully.

"Ow ow ow ow ow ow ow ow ow!" Applebloom cried rubbing her head where it had hit the floor.

"OW!" Midnight gave one loud note as he flopped to the floor motionless.

AJ came rushing in seeing the two at the foot of the stairs. "Now dangit AB what'ave ah toldya about tackling anypony at the top of the stairs." She growled rushing over to check each of them.

"To not teh." She cried finally pulling her hooves from the throbbing bulge on her head.

"Thas right. Yer poor Uncle here could wound up hurt, and this feller is trying teh save our world. No go wash up, breakfast is ready." She scolded causing the little filly to limp into the downstairs bathroom.

AJ lifted Midnight from the floor who gave an audible hiss of pain. "Ow, easy there." He groaned as she flipped him upright onto his hooves. Setting him down. Midnight's horn glowed softly as the magic wrapped around his right wing folding it gently with a slight pop to his side. He gave a small wince of pain at the pop but sighed as the magic began to heal the area.

"That didn't sound to good Night." AJ looked at him with concern.

"Just dislocated. I'll be fine with a little rest today. I'll be able to fight tonight with no problem. Has anyone contacted you today?" He asked looking up to AJ as he rolled his wing slightly.

"Pinkie did earlier. Seems all the critters that survived last nights attack are all asleep and won't wake up, just like the Cake's. What do ya think is going on with them?"

"I'm not sure, But I think we can find out. I'm going to the library, I'll need Twilight's help." He spoke as he sat down at the breakfast table.

"But first. I think breakfast is in order." He smiled as he dug into a plate of apple pancakes.

A short time later he arrived at the library. Walking in quietly looking around to see many ponies working feverishly at their tasks.

"Midnight, Are you alright? I heard what happened at the farm." Twilight rushed over picking him up in a hug.

"I'm fine, but we have more pressing matters." He began but Twilight interrupted

"I heard about the animals as well. Everypony filled me in on the issue. Did you have a plan?" She asked him looking far more concerned.

"Yes, we need to go to the Cake's at the hospital." He said causing Twilight to pick him up without warning with her magic and teleport directly into the Cake's room at the hospital.

"Wow, that felt different." Midnight said as he swayed slightly from the sudden teleportation.

"Sorry, it's just that we don't have a lot of time and need to hurry before nightfall."

Midnight nodded as he hopped off her back and onto Mr. Cakes bed. "Remember that memory spell you used on me that caused us to switch bodies?" he asked causing Twilight to nod.

"I want to go into his mind to see whats keeping him from waking up." He said as his horn began to glow. "You stay out here, If I seem to be in distress then wake me." He said as he pressed his horn to Mr. Cakes forehead.

*FLASH*

Midnight blinked a few times as he looked around. Two rows of door heading down a seemingly endless hallway.

"Take me to Carrot." Midnight spoke as he stood quietly in the same spot.

*click*
*whiiiiirrrrrrrrrrRRRRRRRRRRRrrrrrrrrrrrrrrr*

The rows of door on either side of him moved slowly, gaining speed then slowing back down as a door rush to just within a few feet in front of him. It stood out from the other doors as it was covered in a black shadow that moved slightly in distortion. Midnight lowered his horn casting the light orb spell. A loud shriek escaped from the door as the shadow disappeared. He stood there for a moment hesitating as he reached for the door.

"Midnight?" A voice called from behind him causing him to whip around, his horn ablaze with light causing Mr. Cake to gasp and hunker down covering his head in fear.

"OH! Mr. Cake!? Thank God you're alright." Midnight spoke as he helped the baker to stand.

"What's going on? Where in Equestria are we?" He spoke out confused.

"We are in your mind." Midnight smiled hugging Mr. Cake happily.

Carrot hugged back still confused. "Is this some type of weird magic spell?" He asked.

"Yes, but now you're safe. Let's wake you up now." Midnight smiled canceling the spell before Mr. Cake could ask another question.

*FLASH*

Midnight awoke seeing Twilight smiling, her face wet with tears seeing Mr. Cake flutter his eyes open. Pinkie giving him a death grip hug as she bounced happily as well.

"Girls, lets give him some air. We still need to wake Mrs. Cake and all of the others." Midnight spoke causing the girls to sit back. Pinkie wiped some tears from her face moving over to Midnight and picking him up giving him a kiss on the cheek as she held him to her chest facing away, standing on her hind legs and nuzzling the top of his head as he spoke.

"Mr. Cake, let me fill you in on the current events." Midnight spoke in a serious tone.

56. A new Evil............ (part 9)

Over the next twenty minutes and waking Mrs. Cake, they had both been filled in on what had been going on. Pinkie went to get the foals bringing them back who started crying as they lept into their parents hooves. Pinkie joining in hugging them all as well.

"Now that you two have been brought up to speed, you will need to stay with the others in the safe housing area until this is over." Midnight spoke as he headed toward the door to exit.

"But what if..........." Pinkie trailed off looking to the ground, her ears laying back.

"Don't Pinkie. We need all the hope we can get. If this thing is as powerful as Celestia said it is then we may be in for a serious fight. One final note. I need all of the elements to be ready for a fight at a moments notice. That means you will need to wear your regalia at all times. I have a terrible feeling that something is going to go down soon, but I don't know what." Midnight spoke seeing Pinkies nervousness. He turned heading back to the door, exiting the room.

As he began to exit the hospital, Rarity caught his attention as she was walking into the building.

"Hey hun, everything ok?" Midnight asked looking up to Rarity.

"Yes darling, I just came by to see the Cakes since they have awoken. Pinkie let us all know a short while ago." She smiled pointing to her head insinuating the telepathic magic spell had been used. Midnight gave a nod as he carried on.

"That blasted Alicorn has gotten in my way for the last time. I need to destroy him quickly before he can put up another fight. But how?" Shadow Hunter questions as he continued building his army within the Everfree forest.

The previous nights fight had been a huge blow to his army. Not only taking his ace in the hole, but many pawns as well. He would need something far more powerful in order to have a chance at fighting back to seize control of this world.

"Celestia has grown much since we last met. I am sure she has since lost her innocence during our time apart. The blast bitch sent my work and myself into the sun all those eons ago. She failed at annihilating me though. I think going back into my original plane though was a mistake. I could have done something else to escape that planet had I had time to think. She wasted no time though. Let's just hope that she has gotten slower in the time she has been alive since that moment." He spoke in a thoughtive manner, Melding from one spot in the world to another. Grabbing as much life as he could to add to his growing army.

"Hmmmmmm, I wonder how well guarded her castle is at this moment." He grinned to himself as he melded into the darknes reappearing just outside of the castle in a very small shadowed area.

"This could prove to be difficult.............. Wait. What is this?" He snickered silently as he melded into the darkness again reappearing in Luna's Chambers.

"Sister, I beseech thee. You must have this magical light cast within your room at all times. You had not seen the chaos in which I had to fight on our previous world. You were but a foal at the time." Celestia spoke in a concerned tone looking around Luna's room into the darkness, A small orb of light cast above her own head to keep her safe.

"Tia, I am the princess of the night. I command the very stars and moon. Do you think that a mere shadow will have any power over me in the least?" Luna spoke in a determined tone.

Celestia moved closer to her sister nuzzling her gently. "Lulu, This shadow is far more powerful than anything I have ever seen. If it were to gain influence over either of us, I fear that all hope would be lost. Please even if for a short time, cast the spell so that you will be safe."

Luna gave a defeated sigh nodding to her sister. Her horn began to glow as a small light orb floated from the tip above her

"Thank you Luna." Celestia smiled giving her sister a hug before leaving the room.

As soon as the door shut Luna smiled releasing the spell and crawling back into bed. "She knows I cannot sleep in the light. I am the princess of the night. My nature demands that I be in the dark." She grumbled to herself as she pulled the covers over herself and closing her eyes.

The shadow grinned evilly as it slinked from the darkness toward Luna. All of the shadows in the room becoming one as it slowly enveloped her. It smiled as it felt of her neck Her heart rate had slowed signalling that she was now asleep.

"Now you shall become one with the darkness at last." Shadow Hunter spoke softly as it quickly engulfed her.

Midnight gave a hard shudder, his fur and feathers fluffing out fully causing him to stop his walking. "Damn, I wonder what that was." He spoke to himself as he continued his walk. After a short trot back to the library he was about to go in when the door burst open, a little purple and green blur running into him.

"WHOA!" Spike shouted as he tumbled over the tiny Alicorn sending some parchment flying.

Easy there little bro, what's the rush?" Midnight said as he picked himself and the little dragon up. Spike scrambling to get the parchment that he had just burped up from the princess. He whipped it open shoving it toward Midnight's face.

Midnight gasped turning pale as he read the contents of the letter. He looked to the now crying Spike as he spoke.

"Get everyone to the shelter. Things have just taken a turn for the worse." He spoke causing Spike to scramble back into the library.

Midnight walked a few feet away from the entrance to the library speaking softly.
"Link, all." He spoke as his magic telepathic link connected to every pony he had cast it on.

"Girls, is everyone there?" He asked as they all confirmed there presence in the thought.

"We have a serious issue. The shadow has capture Luna." He stopped hearing them all gasp, Twilight breaking down crying in the link as she spoke.

"N-no......... This can't be happening. What will we do now?" She cried.

"I'm not sure, but if we are going up against Luna. I fear that we may loose more than what we can save." Midnight spoke, but stopped as he noticed the sun in the sky quickly changing position.

"EVERYONE GET TO THE LIGHT NOW! IT'S USING LUNA'S POWER TO SET THE SUN!" Midnight shouted in the link and out loud causing every unicorn to begin casting the light spells as quickly as possible.

Within ten minutes it had become nightfall, the unicorns and Midnight having strained there magic usage to cast as many spells as possible without blacking out from magic loss.

"FUCK!" Midnight shouted as he looked around the town. There were still many areas at had shadows which would become a problem very shortly. He continued casting the light spell on areas as he made his way to the shelter area. Upon arriving however he noticed many areas still engulfed in shadow and ponies screaming out as they were being taken.

"NO!" He shouted forcing his magic flow to the limit as more orbs shot out of the tip sailing to the areas of darkness to light them back up.

It had taken a good ten minutes but the camp had been fully lit However many of the occupants were missing. Including all of the previously sleeping animals minus the few that had been saved from the glade who had all stayed together in the light.

"Midnight!" Twilight shouted as she and the rest of the girls raced toward him. All of them wearing their regalia of the elements.

"Girls, this has just............." He was cut short as clouds began to cover the sky causing the moons glow to be completely blocked out.

"My my my, how the few have fought against me." An evil feminine voice spoke out as it echoing softly from above as it landed directly in the middle of the camp between Midnight and the girls.

Luna appeared, landing in direct light of the spell. The shadow curled and weaved about her body in seemingly slight pain as the voices spoke in unison.

"Give up now and I'll spare you the pain of becoming my slave through force." It spoke out. Luna's very body now completely covered in darkness. only her eyes and mouth dripped a deep crimson red as they spoke.

"How can this be possible?" Midnight shuddered in fear as he back peddled form Luna.

"Oh? This being has the ability to block some magical light. I like this very much as you can see. I can now walk through your little light show. but with some limitations mind you." It cackled as it sprung back into the air taking flight.

"Surrender now, or face the most excruciating pain you have ever felt, from now until the end of time." It shouted in the royal whee encircling the encampment. The shadows army slowly advancing through the light as they make way toward the center.

As the shadows advanced slowly, many of the shadowed beasts began tackling the light orbs taking them out one by one. It wouldn't be long now until they would reach the main shelter housing everypony in Ponyville as well as all of the creatures including those from the glade, the Ursa Minor and the Ursa Major. Many cries of agony could be heard by all as the shadows began to take lives one by one as it advanced.

Midnight, and the girls were frozen in fear. Each of them trying to console one another as they shadows kept advancing.

"Midnight, what will we do?" Twilight cried out seeing the advancing shadows coming toward them.

"I....... I don't know!" he cried out."

'Think! THINK THINK THINK!' Midnight scolded himself beating his head with his hooves as he tried to come up with a plane of attack or defense. He gasped aloud as his eyes flew open. His horn glowed as a small portal opened and a small vial was pulled from within it. He looked at it with hope as he pulled the cork from the top of it.

'Use this when all other hope has been lost.' Rung out in his head from Zecora. He licked his lips as he pressed the opening to his mouth, the girls all pressing back to him as the shadows were now very near. The only other source of light was the seven orbs above their heads. Midnight downed the vial cringing at its bitter taste. (Fight Music)

*BA-DUM*

His entire body felt as if it was his heart taking a beat.

*BA-DUM*

Midnight fell to the ground as a wave of pain erupted from within him.

*BA-DUM*

His vision blurred as he gasped for air.

*BA-DUM*

The wave of pain ceased as he slowly climbed to his hooves, his entire body began to glow brightly, his mane taking on its ethereal form

*BA-DUM*

He stood up as the light orb above his body began to pulse causing the advancing shadows to hiss in pain as it began to drive them back.

*BA-DUM* *BA-DUM* *BA-DUM* *BA-DUM* *BA-DUM* *BA-DUM*

His entire body began to surge with power as the potions effects began to take full hold of him. His frame began to grow back to its original form, the light orb above him glowing even brighter as it engulfed the other six causing it to grow even larger. Midnight's eyes glowed bright red as his mane and tail erupted in a shower of flames sending a magical orange and red glow all around him.

The Shadow hunter stepped forward into the light hissing loudly as it back peddle slightly into the darkness.

"What is this power!?" It screamed causing Midnight to stare at it with an icy glare.

"Your end!" Midnight shouted as he bolted forward into the shadow army. Screams of all kinds could be heard as Midnight body glowed a penetrating light. Sickles of light encircling his body faster than anything could move. He continued fighting as the girls watched in horror.

"I don't know how long he can keep that up or even how long a light orb that size will be stable. Girl's, we have to use the elements now before the shadow know whats going on." Twilight shouted over the screams of chaos erupting from around them as Midnight tore into the darkness with an unknown rage.

The girls all nodded closing there eyes as the elements began to glow brightly around there necks, Twilight's tiara glowing atop her head.

*flicker*

Twilight's eyes shot open at the sudden change of illumination. She looked up to see the orb flickering slightly. "Girl's we need to work faster."

*SHATTER* The orb began to fall to pieces as little sparkles of light fluttered to the ground. Each one causing the brilliant illumination to soften.

*SHRIEK!*

Midnight snapped his head around in time to see the last of the orb dissipate into the darkness. "NO!" He shouted as he bolted through the darkness to where the girls had been. He stopped as he watched in horror as Twilight was being engulfed into the darkness. The girls trying desperately to pull her from it.

He growled casting the light spell again as he rushed forward. "Not this time! If I can't have her, noone will!" The shadow hiss as a black spike bolt up and through Twilight causing her to gasp in pain.

The shadow released her as she fell limply to the ground blood pouring from the wound in her chest. Midnight pulled her to his chest as he and the girls cried silently.

"No........... NO.............. NOOOOOOOOOOOOOOOOOO!!!!!!!!!!" Midnight shouted as his body and horn began to glow brightly. Light began to slowly encase the girls and Midnight as the shadow hissed violently being pushed back. After a minute a bright rainbow erupted from within the sphere of light pressing the shadow back even further. The light encase a wide area of the ground in its brilliance as five ponies began to appear from the light at five points around the center. Each of the girls except Twilight at a corner. The shape consisting of a pentagon. The rainbow light show slowly shrank to the center of the pentagon, encasing Twilight as she now stood on her back legs covered in light armor, weilding a giant scythe in two glowing hooves. She stood there for a moment as the shadows began to move forward, attempting to capture the girls but quickly bounced off a, invisible fiery shield completely incinerating them.

"What happened?" Twilight spoke out as she became aware she was no longer in pain and seemed to be walking on two legs, and covered in armor while holding the mother of all scythe's.

"Twilight. I don't know what I did but it seems I have literally became your sword and shield." A voice rang out from her chest as a Blue shield over two swords surrounded in flames pulsated bright with each word.

"Looks like you're going to have to fight." Midnight chuckled at the surprised unicorn.

She gasped suddenly in shock at the comment as a set of black scaly wings unfolded from her back. She looked to them as she could feel there presence but only as a separate part of her and not attached. She gave them a test flap sending her a couple feet above the ground. the wings stopped folding out and staying still as she floated there on the spot.

"That's not possible." She spoke in surprise.

"With magic, anything is possible. Now how about we kick some shadow ass?" Midnight laughed as the armor began to glow brightly.

"But I don't know how to fight, much less use one of these....." She spoke but trailed off as the scythe began to move in her hooves like she had known all along how to use a weapon.

"Don't worry about that Twi. I have a feeling that all of my battle experience and knowledge is now a part of you as well with this transformation. Let's put it to the test shall we?" Midnight laughed evilly causing Twilight's expression turn from shock and awe to that of determination to save her world.

"Let's." She grinned as her wings flapped hard sending her bolting at the speed of sound between Rainbow Dash and Pinkie Pie from the pentagon and into the shadow.

Loud shrieks of pain sounded out as large waves of light erupted from within the shadow. Twilight swung the scythe in every direction sending out huge waves of light blades through the land causing the land itself to light up in a brilliant luminescent light. Animals, grass, trees, any type of life that was caught in its path was immediately released from the shadows grasp and kept safe. This lasted a good twenty minutes as the shadow now carved very little of the land around the pentagon of girls.

"Fine, if this is the way you want to play it, then I'll just destroy every living thing on the planet at once." The shadow cackled loudly as the earth rumbled loudly. The clouds began to part as the light from the moon enveloped the land below. Twilight looked gasping in horror as the moon seemed to be getting bigger.

"It's going to crash the moon into the planet!?" Twilight shouted rushing back to the center of the pentagon.

"Twilight, Girl's I hate to say this. But unless we can get some serious magic here, we're bucked." Midnight shouted as they landed into the center of the pentagon.

The moon began to get closer and closer as Twilight began to draw every ounce of magic she could from her body and Midnight. They looked up to the sky together as the moon seemed to be closing in.

"HAAAAAAAAAA HAHAHAHAHAAAAAA!" The shadow cackled from outside the pentagon. "Looks like the end for us all."

*WOOOOOSH*

The Shadow ducked just in time to avoid a flying scythe pass its head almost taking it off.

"And now you have lost you weap *CHUNK* on?!" It froze in place in the air as it looked down seeing a blade protruding from its chest dripping with blood.

"NO!" It shouted as it tried to separate from Luna and flee but was suddenly encased as the Scythe surrounded all of Luna and the shadow at once.

"NOOOOOOOooooooooo............." The shout faded as Luna was released from the orb, dropping to the ground but quickly being caught by Twilight and pulled into the pentagon with her.

The orb of light pulsated bright as it shot up through the sky, heading toward the moon. The girls all looked up watching as the orb passed like a flaming ball of light through the atmosphere colliding with the moon in a shower of colors. The moon after a few second began to shrink as it was pushed back up into orbit around the planet. The moon quickly faded into the horizon as the sun rose quickly into the noon sky. Celestia appearing in a flash just outside of the pentagon of the elements of harmony.

"TWILIGHT!" Celestia shouted as she pressed forward and into the pentagon, gasping as she saw her sister bleeding badly from the wound in her chest and back."

"LUNA!?" She shouted grabbing her up in her magic as she attempted to heal her. A light began to envelope Luna as it appeared from the ground surrounding her.

"Couldn't have given me like another minute to travel back from the moon?" Midnights voice chuckled as Luna was encased in light. Twilight's armor began to glow separating from her body and allowing her to fall back to all fours watching as the glowing armor enveloped Luna as well.

After a few minutes the glowing ceased releasing Luna from its brilliance. She lay quietly on the ground breathing normall, her wounds healed. The glowing lights slowly formed together then separated as a golden tiara fell to the ground the other lights forming a dark Alicorn as he to fell to the ground with a groan.

"Ugh.......... Did we win?" He groaned as he lay there limply trying to lift his head but couldn't.

The girls all rushed to his side as he lay there in a heap. "It's over. If you took care of the main shadow then it will have no power as long as it is away from this planet." Celestia smiled down to him. He giving a weak smile in return.

"Everyone ok?" Midnight asked weakly moving his eyes around to see the girls who were all standing near him.

"Good, all accounted for. Now if you'll excuse me. Im going to pass out now." *SNOOOOOOOOOOOOOOORE*

Everyone looked at Midnight in surprise as a loud snore escaped him, after another snore they all giggled softly, quickly turning into a loud laugh as they listened to their savior snoring the day away.

This was one day they would not soon forget. Not only from the shadow attempting to take over the entire world. But also from the snoring Alicorn that had just saved that same world from that shadow.

Authors Note: This is what Twilight looks like in her armor. http://ponykillerx.deviantart.com/gallery/#/d4zgb4t

57. Armor Clad Vixens

Midnight awoke the next morning feeling the aftermath of the battle from last night. His entire body was more sore than he had ever experienced before. He raised up in bed with shaky legs, his wings laying limply to his sides as he slowly pulled himself from the bed and onto the floor.

"Damn, that spell must have taken more out of me than I thought. How the hell did I do that anyway?" He grumbled as he pulled his wings up to his sides folding them gently inward. He blinked a few times removing the sleep from his eyes as he now noticed were he was.

"What am I doing in the castle?" He asked himself as he looked around the room realizing exactly what room he was in.
"Isn't this Luna's room?" He stopped hearing a slight snore turning around he noticed another lump in the bed he had just removed himself from, A flowing dark blue mane just visible from the top of the covers. His eyes going wide in astonishment as he stood there gawking for a moment.

"No........fucking............way................." He spoke softly as he trotted over to the bed looking at Luna as she slept.

"But how did I........."

"BOO!" Luna yelled flipping the covers from her as she lunged slightly at Midnight.

In that split second Midnight had gone from questioning how he had gotten into the same bed as Luna then suddenly found himself trying to remove his head from the hole he had just made in the ceiling. Luna lay on the bed cackling loudly causing her sister and a couple guards to enter her room.

"Sister? What is all the noise abou.........." Celestia trailed off as she noticed Luna staring and laughing at the ceiling. Her vision quickly falling onto the black Alicorn trying to pull his head from the ceiling. She quickly placed a hoof over her mouth attempting to contain a giggle. The two guards that had followed he in had a harder time than she was as thier mouths began to crack slightly, Some mumbled laughing began to escape them only furthering Celestia to giggle more. After a good ten seconds of seeing Midnight trying to dislodge himself he finally popped his head loose from the hole giving a slight scream as he began to fall to the floor. Unable to open his wings in time he braced himself for an impact that never came. Celestia was giggling loudly as she caught Midnight in her magic setting him onto the floor.

"My dear, I am almost afraid to ask what happened." Celestia smiled warmly trotting up to the disgruntled Alicorn. He giving her an unamused glare as his flank fell to the floor.

"Let's just say I wasn't expecting to wake up in the same bed as Luna." He cocked an eyebrow looking back to Luna who was whistling innocently on the bed looking up into a random spot on the ceiling. She turned her gaze to her sister as a huge smile spread across her face.

"Well, it may come as a surprise Midnight, but when you defeated the shadow last night, Luna's body became very weak since it had used so much of her power on the other beings it had captured to fight you. When we moved her into the castle and further from you we noticed a slight change in the way she was attempting to adjust to the loss. She began to seizure violently when she was pulled further from you. However when you were drew closer she began to calm. The only logical thing the doctors could come up with was to place the two of you in the same bed to rest and heal through the night."

Midnight gave her a puzzled look. "Is that why I feel so sore?"

Celestia gaze him a puzzled look this time as did Luna. "Sore? You shouldn't be sore my dear, Our medical staff worked through the night to replenish your magic and heal the wounds in which your body had obtained from the fight. You shouldn't feel sore in the least."

Midnight cocked a brow but winced in pain as he tried to rise from the floor only to fall back down in a heap. He gave a small yelp of pain as hit hit the floor. Celestia and Luna came over to his side attempting to help him up but only failed as he didn't have the strength now to rise. He lay there silently on the floor for a minute before speaking.

"I feel incredibly weak for some reason." He spoke softly as he looked from Luna to Celestia.

Celestia looked back nodding to a guard who quickly left the room coming back with a doctor and nurse who began to look Midnight over as he lay on the floor. After a few minutes and some scans from the Doctors magic he gave a thoughtful hum as he stood there looking between Midnight and Luna and Celestia. He trotted over to the night princess scanning her as well, Then Celestia. He stopped, clearing his throat as he began.

"It seems we have a little problem." He spoke as he pulled out a chart and began to draw write on it with his magic.

"What seems to be the problem Doctor?" Celestia asked moving forward slightly.

"Well it seems as if Luna is siphoning magic from this fellow unknowingly. At this rate he will be completely drained of all magic within the hour." He spoke causing the girls to gasp softly looking back to Midnight as he gave a tired yawn.

"Is there a way to stop the flow?" Luna asked pleadingly.

The doctor hummed again for a minute as he scanned Luna and Midnight a couple more times before speaking again.

"Well, I fear that there are only two methods to stop the magic flow and possibly return what you have gain from him." The doctor spoke looking around nervously.

"What is it?" Celestia and Luna asked in unison coming closer to the doctor.

"Well, you may not like the concept." The doctor began to back peddle from them slightly as they advanced again.

"Please tell us." Luna pleaded causing the doctor to sigh lowering his head as he spoke.

"The only methods to stop the leeching process is intercourse.........." The doctor paused as a resounding THUD erupted from behind them. Midnight had passed out from the shock of the answer and loss of magic. but mainly magic.

"Or a kiss, as I was about to say." He finished shaking his head at the fallen Alicorn.

Luna looked to the lightly snoring Alicorn before her giving a slight frown. "So I'm guessing the only option is a kiss at this point." She pouted causing her sister to gawk at her.

The doctor gave a cough to signal he was still in the room causing the two regal Alicorns to blush.

"Well a kiss isn't so bad." Luna smirked trotting over to Midnight, lifting his muzzle to hers as she pressed her lips to his. Luna's eyes whipped open in shock as a bolt of electricity bolted through her body. She pulled back from the kiss, her lips still apart as a small plume of smoke escaped her mouth. She sat down quickly with a soft thump starring at Midnight who was starting to come around.

"Luna?" Celestia spoke softly trotting to her sister as she starred at Midnight with awe struck eyes.

"Wow." Is all Luna could muster as she pulled a hoof up to her lips smiling behind it, as she watched Midnight finally come into the waking world before him.

Midnight shook himself as he felt the surge of energy consume him, He opened his eyes once again trying to blink the sleep away as he slowly rose to his hooves looking at Celestia and Luna.

"O.............kay............." He trailed off as he checked himself over, mainly his groin to see if he had been raped while unconscious. He gave a notable sigh of relief as he felt nothing out of the norm in his loins. "So how did we break the mmmMMMMMMPH!" Midnight was caught off guard as Luna had tackled him to the floor kissing him again, another bolt of electricity being sent through them both as the kiss broke. They lay there for a moment looking into each others eyes before speaking softly.

"Wow." They both spoke in almost an inaudible tone.

"Ahem!* came from their side as Celestia tapped her foot onto the marble tiling impatiently, cocking an eyebrow as she starred at the two.

Luna and Midnight blushed as they quickly stood upright at attention in from of the sun princess.

"Doctor, what caused my sister to leech magic from Midnight?" Celestia asked the doctor as she turned to him.

"Well, from what information I had gathered, it seems that your sister and Midnight here have gained a special connection from last nights ordeal. As long as they stay in each others company, Luna will continue to siphon magic from Midnight, however it will not be dangerous to Midnight as long as he can continue to produce magic like normal. He is still currently healing from last nights battle and will continue to get weak as long as they are near each other. But it shouldn't become an issue if Luna can give him a quick peck every other hour unless he leaves the castle to return home."

Luna blushed looking to Midnight who just sat there slack jawed looking at the doctor before shaking himself to his senses.

"Wait, I thought you said intercourse before I passed out." Midnight spoke in broken words looking at the doctor who just blushed.

"Well, there is that method if you two prefer it. However, A kiss will work just as well." He smiled nervously to the glaring male Alicorn.

"I think a kiss will suffice." Celestia sputtered as he wings flared out. "Thank you doctor." She spoke in a slightly more audible tone as the doctor nodded exiting the room with the two guards in tow. Celestia snapped her attention back to Midnight who just grinned at her.

"And why prey tell are you giving me that look Midnight?" Celestia smirked cocking an eyebrow.

"Oh............ no reason." He laughed getting to his hooves. "I do have a question though." He continued.

"And what is that?" Celestia asked, clearly curious.

"How in the hell did I end up here after last night? And what in the world happened?" He asked causing Celestia to sigh, nodding to the door motioning Luna and Midnight to follow her.

After breakfast had been consumed and Midnight filled in on the previous nights events, he was astonished to find out that somehow he had become a set of armor for Twilight through unknown magic.

"So you have no idea how it happened or what the spell is I used to do it?" Midnight asked as he pushed his empty plate forward onto the table.

"It is a puzzling matter. Furthermore from how Luna is now leeching your magic into her. We will need to study the various effects your spell has on ponies while in action." Celestia smirked as she took a sip of tea.

Midnight sat there, his jaw hanging agape at her response. "Do you seriously want me to attempt that spell again even though I have no idea how I did it?" He asked still in slight shock.

"Yes my dear, I have already sent a request To Twilight and the other elements to meet us outside of Sweet Apple Acres for the tests." She smiled causing Midnight to groan.

"So I have no say so in this?" he asked giving her a disbelieving glare.

"Not this time." Celestia giggled taking a final sip of her tea.

"Will Luna be present?" He asked looking to the night princess.

"Unfortunately not. Since we have yet to remedy the leeching process from between you two, having her present during the tests might cause unwarranted results." Celestia sighed looking to her sister who laid her ears back in disappointment.

"So when do we leave?" He asked looking to the smiling sun princess.

"They should be arriving shortly to the designated area. We should leave shortly to meet them." Celestia smiled as she rose from her seat, Midnight following suit.

After a quick teleport to the specified location into a field on the Sweet Apple Acres property, Celestia and Midnight arrived in a flash startling the elements.

"Good morning princess." Twilight smiled as she and the others kneeled in her presence.

"Good morning my little ponies. I am sure you all know why we have gathered here this morning." Celestia beamed.

"Well, not entirely." Rainbow Dash added as she rubbed the back of her neck nervously.

"I'll make this short and sweet girls." Midnight spoke out. "Remember when I turned into armor for Twilight last night?"

The girls nodded.

"Apparently the conflicting magic caused Luna to become a magical leech to me. She has been siphoning my magic since last night unknowingly." He spoke causing the girls to look to one another in confusion.

"So why are we here?" Rarity asked trotting forward.

"We are here to see what type of effects Midnights magic may cause when combined with one of you." Celestia added as she looked at the six mares and slightly annoyed Midnight.

"Alright, so how does all this here work?" AJ asked looking from Midnight to Celestia.

"That is something I cannot answer. Midnight can apparently combine with the elements to become a special armor and weapon for them to use in case the elements are not able to defeat a foe. It will be up to him to figure out how he did what he did last night."

The girls all looked at each other in worry as Midnight trotted forward, laying onto the soft grass in front of Twilight.

"Twi, the only way I can think of, to find out how I did what I did is to take a 'walk' down the beaten path." He smirked causing Twilight to nod as her horn began to glow, she slowly pressing it to his forehead.

*FLASH*

After a blinding light erupted from all around them, Twilight and Midnight were now in his mind, standing between the two rows of doors. Twilight looking to the Alicorn who just gave a sigh. He lifted his head as he spoke out.

"Memories." He spoke out.

*CLICK*
*wwwhhhhhiiiiiiIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIRRRRRRrrrrrrr*

A door stopped in front of Midnight, a square plate on one side of the door reading. 'Please refer to who, what, when, or where. The specific event will show below and knowledge will be given upon opening the door.

"Hmmmmmm" Twilight smirked from the door to Midnight.

"Don't you be getting any funny ideas." Midnight laughed causing Twilight to giggle.

"Alright." She smirked as she took in a breath to speak. "Last night, one minute before Midnight cast the combination spell."

The panel to the side of the door began to glow as it showed the specified event and Midnight combining with Twilight. They gave a nervous swallow as they reach to the door pulling it open sending out a flood of information. After a minute the door closed revealing the updated Midnight and Twilight who stood there with a grin.

"I think this is going to be fun." Twilight laughed.

"Let's find out." Midnight chuckled as a bright flash erupted around them sending them back to reality.

They awoke looking at each other with a determined smile, standing up as both of their horns glowed brightly.

"Twilight!?" Shouted everypony around as Twilight and Midnight were engulfed into a blinding light.

After everyone blinked a few times to regain their vision they all gawked at what they saw before them.

Twilight in the same armor as last night. A large sickle in her right forehoof as she stood upright on her hind legs.

"That is so much cooler now that we can watch you." Rainbow Dash grinned causing Twilight to blush.

"Alright, can you hear me Midnight?" Celestia asked as Twilight looked to her.

"We can hear you." Twilight and Midnight spoke in unison through Twilight's mouth causing everypony to gawk.

"Excellent." Celestia smiled as her horn began to glow brightly, causing the ground to shake as a giant rock sprung from the ground fifty yards away. "Please begin different attacks onto this rock. I will monitor you as you do so." Celestia smiled watching the armor clad Twilight who just gave a shrug.

"Alright I guess." She spoke as she lifted the scythe and brung it down at an incredible speed sending forth a giant glowing blade at the rock.

The blade collided with the rock shattering into a beautiful array of light and sparkles, after the light show ended the rock had a huge gash in it. Celestia moved forward gawking at how deep the gash was, She trotted back with a worried smile as she spoke. "Please continue with different attacks." Celestia smiled.

Twilight gave a shrug as the blade began t warp slightly. The blade morphing upward making it look more like a curved lance now. Twilight again swung at the rock. This time causing multiple light blades to scream out hitting the rock.

Twilight just smirked but stopped for a moment as she spoke. "I wonder how potent my magic is now?" She asked in a united voice as he horn began to glow far brighter than normal.

After a moment of charging her power a large purple beam erupted from the tip spreading out as it crashed into the rock just yards away. After the smoke cleared everypony sat in shock looking at the almost completely destroyed rock.

"Wow." Is all Twi-Night could say.

"Alright then." Celestia smiled nervously as they continued testing for another ten minutes before Twilight and Midnight separated.

"So Midnight, let's continue the experiment." Celestia spoke out regaining his and the others attention.

"What do you mean?" Midnight asked cocking a brow at the sun princess.

"We need to see the effect your spell has on all of the elements, so you will need to combine with all of them as you did with Twilight." She added as she wrote down the information she had gathered from Twilight and Midnight combining.

"Wonderful." Midnight spoke in a flat tone causing the girls to giggle. He turned to the group as he was about to ask who would be next before being bowled over by Rainbow Dash. A huge smile across her face.

"I guess that answers my question." He laughed as his horn glowed brightly merging the two of them into one.

Rainbow dash stood up on her back legs, a wickedly determined grin across her face as she stared at the rock. Her set of armor was very similar to Twilight's but with a few alternative choices of style and armor placement.

Her wings were no longer attached to her back as a bright pair of ethereal blue wings were floating behind her. She had a bladed bracer on each forearm that attached at just above the wrist joint and extended to her elbow in a soft curve. Her mane flowing down her back between her large wings as she opened them wide causing the girls to cheer and gasp in delight.

"You may" *ching ching ching* "Begin?" Celestia spoke looking as Dash suddenly seemed to shift and blurr for just a split second. She blinked as Rainbow smirked speaking out.

"Already done." She chuckled looking to the rock as a slight rumble was heard causing the others to look to the rock before three large chunks of it fell off to either side of the base. Celestia and the other looked back to Rainbow Dash who just blew onto her hoof and rubbed it against her breastplate idly as she stood there.

"How?" Celestia began but stopped as soon as she blinked seeing RD disappear from sight.

"It's all about speed princess." Rainbow giggled as she reappeared next to Celestia causing her to jump slightly.

Celestia nodded taking down more notes as she made another large rock erupt from the ground. After having Rainbow attack the rock several more times, Celestia was satisfied with the result of each attack that had been done also adding other notes to the form as well.

RD and Midnight separated, RD moving back to the group as AJ moved forward with a smirk.

"Ready big guy?" She grinned.

"Eeyup." Midnight laughed seeing AJ's expression quickly shifting again and combining with her. Everyone gasped seeing the armor clad AJ as she stood up onto her back legs. Her hat had become a helmet covering the sides of her face but leaving enough room to make sure she wouldn't be blinded on her sides. The helmet fit snuggly to her head, justting down and forward over the top of her muzzle and mouth. Her armor was an elegant red, similar in shape to Twilights except she had aloos full body armor covering herself. On her back she had three sets of swords that jutted out like wings. The outside part was a long thick double sided longsword. The next sword was a samurai sword and the inner swords were fencing blades.

"Begin." Celestia spoke as AJ's hoofs extended from their resting spot at her sides reaching out into thin air as the outer blades of her wings snapped into her hooves. She quickly did a little blade dance sending out massive shockwaves from her swords into the rock making it explode on contact. The girls cheered her on loudly as a plume of white smoke erupted from her muzzleguard.

Celestia stood in shock for a moment before summoning another rock. AJ smiled tossing the two swords up into the air as she reached out for the next set. The samurai swords. The long blades snapped quickly back onto her back as she lashed out with the thinner swords more quickly then replacing them onto her back as she watched the rock before her fall apart slowly in a similar fashion to Rainbows attack.

Celestia looked on concentrating as she summoned another rock as the quill kept moving on the paper taking notes.

AJ snapped the fencing swords to her hooves as she did so fancy blade dancing with them toward the rock. After a minute it seemed as it nothing had happened to the rock. AJ smirked placing the sword back onto her back walking forward to the rock she pulled it from the ground with incredible strength and tossed it over to where she was once standing. Everypony looked on in shock as they noticed the rock riddled with thousands of holes completely going through it out onto the other side.

Celestia nodded in awe at the feat. "Now how about magic?" She asked looking to AJ who stood there confused. She and Midnight spoke out in her southern drawl.

"Begin yer pardon princess, But earth ponies don't exactly have any real magic they can use."

"What about that incredible strength. Do you think you can do attacks with your hooves?" She asked with a smile.

"Yeah AJ, try stomping the ground, we are earth ponies after all." Pinkie Pie giggled as she jumped up and down.

AJ hummed for a moment before walking a little distance away on her back legs. She faced away from the girls and Celestia as she brought down her forehooves into the ground hard.

*RRRRRUUUUUMMMMMBBBBLLLLLEEEEEE*

The entire ground shook violently as she hit it. She pulled her forhooves up one at a time repeatedly ramming them into the ground as the tremors turned into a violent shake causing everyone to fall to the ground unable to stand. Except Fluttershy and Rainbow Dash who were floating just above the ground in awe.

AJ let out a loud primal scream as she pulled her to forehooves up above her head and slammed them as hard as she could into the ground causing it to break apart and send massive rock spikes from the ground up into every direction around her. The girls gasped as they watched in silence, that is until AJ busted through the rocks with a single blow casually trotting back over to in front of the gawking Celestia.

Midnight separated from AJ giving a huff. "Wow that was intense." He laughed causing AJ to grin.

"Alright Midnight, Lets try Pinkie." Celestia smiled as Pinkie hopped over smiling.

Another bright flash and they had combined. Pinkie's armor however was rather strange to say the least. She was of course standing on her back legs with a huge grin across her face as she looked herself over.

"OMYGOSH THIS IS SO COOL!" She giggled but stopped as she listened to her voice and Midnights combined into one. Everyone began to laugh hearing Midnight voice speaking like Pinkie normally did. After a minute of laughing the princess urged them to go ahead.

Pinkies armor was similar in fashion to AJ's except she had a small cannon attached to each of her forehooves. Instead of a normal looking breastplate she had what seemed to be a tight fitting breast plate with a larger shell like shield attached to her back.

"Alright, let's see how these babies fire!" She laughed as she raised her arm cannons forward at the large rock. She flexed her arms lightly as little light particles began to slowly form at the end of each cannon.

Celestia gasped loudly as she pulled the girls over and behind her as the particles began to fill the tip of each cannon.

"PINKIE! AIM TO THE SKY!" Celestia screamed causing Pinkie to quickly adjust her weapons firing trajectory. After another split second the cannons fire up and into the sky with a deafening boom pushing Pinkie down into the dirt as they continued the blast for almost a full five seconds.

The girls and Celestia looked over to see only Pinkies arms flailing from the spot she had bee crushed into the ground. Pinkie managed to pull herself out of the hole shaking off with a giggle.

"WOW! That was so awesome I don't even know what to say." She giggle looking to her back as she brushed more dirt off. As she was brushing she noticed a large divot in the shell.

"OOOOO! I think I have another cannon." She giggled but her head vanished into the shell as she fell to all four legs, the divot on her shell armor opening and pushing out a very large cannon.

"Oh crap." Celestia spoke as she quickly dug a trench pulling herself and the girls into it. After a few more seconds of particle gathering, and pointing the cannon to the sky at a slight slant it fired. The boom was ten times as loud and the beam ten times as large. The girls and Celestia came up from the trench as Pinkie and Midnight separated.

"Now THAT was an awesome party cannon!" Pinkie laughed as she bounced over to the girls who were all rolling their eyes.

Celestia took a deep breath as she continued writing. "Fluttershy your next."

Fluttershy came forward slowly, he pink mane covering most of her face as she tried to hide behind it. She looked up to Midnight who was smiling warmly to her.

"I......... I don't want to fight." She spoke softly.

"You don't have to Shy, this is just to see what all of our abilities are when I am combined with one of you. "Midnight smile reassuringly causing the yellow Pegasus to smile and move forward.

In a flash of light Fluttershy appeared on her back legs standing nervously with her forehooves pulled up in front of her. Her armor was nothing like the others, It consisted of only shoulder pads and a large cape that fell down almost to the ground.

"This is odd." Celestia said raising an eyebrow while looking Fluttershy over.

"I-is this bad? I'm sorry." Fluttershy looked away dejected.

"It's alright Shy. Maybe this is a good sign, If you don't have armor then that means you have passive or defensive abilities. Didn't you say you cared for animals?" Midnights voice rang out from the armor.

"Y-yes........." She trailed off.

"Well......... Try to think of healing something." He continued.

"Try and heal my orchard. That dang shadow took a lot of my trees out. It'll be months before they are fully healed with any magic." AJ said encouragingly.

"Alright." Fluttershy spoke as she closed her eyes to concentrate. After a minute she began to glow as a bright yellow light erupted from her in every direction.

As the light faded everypony gawked seeing every tree in the orchard completely healed and ready to be bucked as they were all covered in apples, and it was still snowy out.

A loud cheer erupted from the group causing Fluttershy to meep quietly as s small flash erupted from around her again as she and Midnight separated.

"Alright, Rarity it's your turn." Celestia smiled causing Rarity to flick her mane back as she trotted up to her beau. She smiled as she leaned up giving him a kis as they erupted in a bright flash of light.

As everyponies eyes readjusted for the sixth time they gawked at what they saw.

"What is it? Am I horrid looking? Is my mane out of place? OH NO!? Have I turned green?! Please tell me I am not GREEN!?" Rarity spoke out as if horrified.

"Dang Rar. I think you got the best set of armor out of all of us." AJ chuckled looking at her.

Rarity looked herself over gasping with delight. She was floating just above the ground inside floating pieces of armor that was made of a semi transparent purple gem. A beautiful set of white ethereal wings on its back. She looked to her chest as a small breast plate adorned it connecting it to the armor she was now residing inside.

"This is most curious." Celestia spoke out. She trotted up to Rarity, scanning her with a spell.

"What's wrong?" Rarity asked looking rather worried.

Celestia's eyes snapped open in surprise.

"This is amazing. It appears that the reason your armor is so different is due to how much Midnight loves you." Celestia smiled causing Rarity to blush so bright her armor turned a deep red. This caused the girls to giggle at her expense.

"Alright Rarity, You may begin." Celestia smiled nodding toward the large stone. Rarity's face turned to a determined glare as she raised an arm and made the armors fist collide with the ground. A shockwave sprang forth toward the rock as gem spikes erupted from the ground until it reached the rock quickly encasing it in diamond.

"Well that's one way to completely and permanently immobilize an opponent." Twilight gawked.

Rarity gave a smirk as she raised her hoof to just over her right shoulder, a giant clear diamond blade forming behind her as the hand of the armor clutched the grip pulling it upward and then bring it down quickly striking the ground in a slicing motion to the same spot the fist hit. The rock encased in diamond shattered into dust as it was carried away with the wind

"My goodness." Rarity gasped at the power she held by the love from her beau.

A soft light erupted as the armor clad pony returned to two separate ponies. Rarity giving him a soft kiss before returning to the girls.

"Now for the final test." Celestia smiled as she strode over to Midnight.

"Princess?" He spoke rather confused.

"Yes Midnight, now you must combine with me." She smiled.

He gave a sigh as his horn glowed making them erupt into a brilliant white light.

Celestia blinked a few times as her vision cleared. She was standing on all four hooves but completely decked out in light armor. Two swords floating at her sides, her wings were a brilliant golden ethereal as they wave in the non existent wind much like her mane and tail.

"I can feel such massive power. This does not sit well with me. The last time I felt such power I had to send my home planet into the sun, that took every ounce of strength I had, to feel it like this. Here and now." She trailed off. "Midnight, please separate form me." She spoke softly as a light came forth around them making them to separate ponies once again.

"What's wrong Tia?" Midnight asked coming to her side.

"That power will only be needed in case there is no other choice. Please remember that." She spoke looking away from him worriedly.

After some more talking and further instruction, the girls had gone home as well as Midnight to Rarity's. Celestia had returned to the castle to finish up her report on the mystery spell Midnight had acquired. In her final notes of the night she wrote the following.

"In recent event's I have found myself humbled and also put to the test of my power against a fierce foe. I have found that although there is a limit to my power and I cannot properly take care of my people should the time arise when they need me. Another has come forth to take the lead to protect this world through his sheer passion to save those he love's and wished that no harm to come to them. This Alicorn has far greater power than anything I have seen in my lifespan. Even more so than the great Shadow Hunter. I just hope that in time, he does not turn against all that he loves and cares for. Should that event arise, I do not think I could take his life without pause."

She gently tucked the quill back onto her desk as her magic rolled the scroll up and wrapped it with a ribbon, sealing it with wax as she placed it into a drawer in her desk. She turned her head looking out the window to the setting sun.

"Let's just hope that day never comes Midnight." She spoke softly before blowing out the candle on her desk and heading to bed.

58. The musical

Upon arriving home that night from the apparent torture of having to cast the armor spell from which helped him destroy an evil foe and save an entire world. Midnight was finding it increasingly difficult to fall asleep. He lay ther quietly next to his ivory love, Rarity, watching the quilt rise and fall from her gentle breathing, ever so often he would give a slight jump from a surprisingly loud snore that would escape her. He inwardly chuckled to himself each time.

'Dang I must sleep like a fucking rock if I don't wake up from that shotgun blast.' he laughed to himself listening to her as she slept peacefully.

His mind however was in turmoil as it revolved around the recent events. His change into an Alicorn, impregnating a Sun Goddess, finding love on a different world with a different species, saving lives left and right, and finally destroying an untold evil that could have easily destroyed not only this world, but every other world in the known and unknown universe by magically turning into a set of armor that also saved a friends life.

He turned over gently so as to not wake Rarity as he gently slipped from the bed making his way out of the room and downstairs into the kitchen. He gave a slight yawn as he made a cup of hot chocolate, taking a seat next to the window as he looked outside at the still snow covered ground. He gently blew across the top of the mug to cool the steaming liquid as his vision never left from looking outside. He took a sip of the still hot liquid then set it onto the window seal.

"Uncle midnight?" Sweetiebelle yawned as she trotted silently into the kitchen seeing her uncle sitting next to the window. He turned his gaze over to the doorway seeing his niece giving a large yawn as she trotted toward him.

"Shouldn't you be in bed Sweetie?" He smiled as she yawned again walking over to him, looking up to him with her arms held out hinting she wanted picked up. He gave a soft smile picking her up and holding her gently to his chest as she spoke.

"Your a lot louder than you think when walking through the hall Uncle." She smiled burying her face into his chest.

"I'm sorry, I didn't mean to wake you. I'm just having a hard time falling asleep is all." He kissed the top of her head causing her to giggle.

"Whenever I have a hard time sleeping, Rarity usually sings to me." Sweetiebelle smiled up to her uncle.

"Well if you want, I could sing to you. I don't have the most wonderful voice but I do know a few songs." He said looking down at the yawning filly.

She placed her head onto his chest as he sat there holding her. "That sounds nice." She whispered leaning onto him. Midnight smiled at her as he took in a gentle breath and began to sing softly, but in a deep voice.

As he finished he looked down to see Sweetiebelle fast asleep, her little legs curled up to her chest as she nuzzled into his chest.

"That was beautiful darling, I didn't know you could sing." Rarity spoke softly, leaning on the door frame of the kitchen.

Midnight looked up to her with a tired smile as he lifted Sweetiebelle with his magic walking toward Rarity.

"I can carry a few tunes, but not many. I'm better at playing instruments than singing." He chuckled softly as they headed upstairs into Sweetiebelles room. He gently placing her in her bed and pulling the covers up and onto her tiny frame. She gave a soft mumble as she turned over.

"Mmmmm daddy." Sweetiebelle spoke softly as sleep found her quickly.

Midnight's eyes widened slightly in surprise, he looked to Rarity who just smiled leaning on him. She nodded to the door as she trotted out of Sweetiebelle's room and into her own, softly speaking as she went.

"Sweetiebelle has been with me for a long time. Our parents are always traveling due to their jobs and she never really gets to spend any time with them. I feel more like her mother than her big sister for as much time as I have spent raising her and being here with her." Rarity smiled as she hopped up into bed patting the spot next to her.

Midnight climbed into bed with her as he spoke softly. "I can understand. My mother had several siblings. Most born within a year apart. My grandmother passed shortly after the last child was born. My mother being the oldest of her siblings took the mother role of the family since my grandfather was always between jobs. She took a job when she could and stayed at home to take care of her siblings when she didn't have to work. All the money she got from her job was spent taking care of them and her father. My grandfather eventually abandoned them but left everything behind for them to be taken care of. She met my father when she was working at her job. Luckily for her his parents had a lot of money and she was very pretty. Long story short, they got married after a few months then had me about two years later. I grew up with my aunts and uncles taking care of me along with my mother and father. It was an experience I'll never forget."

Rarity smiled at the wonderful story gently nuzzling into Midnight as he spoke. He hadn't realized it but she was almost asleep as he spoke to her. He smiled down at her as she looked up to him.

"Sing that song you sung to Sweetiebelle." She cooed leaning up to kiss him.

He leaned down giving her a gentle kiss then began to sing to her like he did to Sweetiebelle. After the song was over her could hear her softly snoring into his chest. He gave a tired smile closing his eyes as a single tear fell from his eye's.

"I miss you, Mom and Dad."

Morning found its way over the horizon sending warm rays of sunlight through the window and onto Midnight as he slept peacefully. As the morning pressed on, he could feel the suns rays warming him up to an uncomfortable level, in turn telling him it was time to get up. He gave a large yawn as he rolled over and off of the bed, giving a stretch as he did. He shook himself fluffing his wings slightly as he made his way downstairs. As he arrived in the kitchen to start the morning coffee he could hear some chirping outside. As he poured himself a cup of coffee he looked out the window to see a few birds playing in the tree. One bouncing on a limb and shaking the snow from it onto another unsuspecting bird that was below. He chuckled as the bird shook off the snow and chirped angrily at the bird above whom seemed to be laughing at the others expense.

"My it is rather noisy this morning." Rarity chirped as she made her way to the coffee table grabbing Midnight's mug of coffee since he wasn't paying attention. He turned to see her taking a sip of the black liquid only to pull the cup away with a disgusted look on her face.

"I'll never understand why you drink coffee just plain black darling." She scoffed as she pulled a cup of her own from the cupboard and pouring her own mixture of the coffee into it, adding some cream and sugar to it, stirring it, then taking a satisfying sip. She smiled sitting back into her chair.

"I was wondering." Midnight began as Rarity looked up to him, he still staring out the window at the arguing birds.

"Is there a music hall or shop in town? It has been a while since I played any instruments and I'd like to see what kind this world has to offer." He smiled looking back to Rarity who stirred her cup of coffee with her magic.

"Well darling, I believe there is an independent shop in town, but it's more or less just some musical enthusiasts home filled with tons of musical gear and such. I must admit I never learned how to play any instrument while I was young. But that never stopped me from loving to watch others perform." Rarity smiled as she took another sip of the diluted and sweetened coffee.

"That sounds interesting. Where is the shop exactly?" He asked trotting over to her.

"It's on the opposite side of town from the library. The shop keeper has a tendency to play music rather loudly and would cause Twilight to tear her mane out if that shop was anywhere near her." Rarity giggled causing Midnight to chuckle slightly at the thought of a crazed bald Twilight.

"Well, I guess there's no time like the present." He smiled as he placed the mug into the sink, rinsing it out as he trotted to the back door.

"Have fun darling, and do watch out for the shop keep, she has a tendency to get carried away with her music." Rarity giggled causing Midnight to cock a brow at her as he stopped in the doorway going outside.

"She?" he asked.

"Yes dear." Rarity grinned causing Midnight to shake his head, giving a loud sigh as he closed the door behind him.

After stopping at several places to get directions, the last pony he spoke with told him to just listen and he would be able to find the place in question due to the volume and bass coming from the building. After swiveling his ears he finally heard the faint sound of music and audible bass coming from nearby. After a slight course adjustment he headed toward the appropriate building. The volume getting louder as he neared.

After a quick trot toward a house that seemed to vibrate he looked at the windows hearing the bass from inside rattling the windows. He gave a heavy knock on the door expecting to have someone answer it. After a minute of still audible music he knocked again, harder than before. Still no answer. This time however he knocked out of sync with the music, rewarding him with a sudden stop to the music and bass. He listened intently as a set of hoofsteps came toward the door. As the door opened he looked down seeing a solid white unicorn with a striped light and dark blue mane and tail. She wore a pair of dark purple shades that completely covered her eyes. Her cutiemark was a ♫ music note in black, perfectly contrasting with her white coat.

"Can I help you?" She asked looking over the rim of her shades at the tall Alicorn.

"I heard this was the place to purchase some Instruments for the musically inclined." Midnight smirked.

"Heh, been a while since I had a customer. Come on in, have a look around. Anything you see that makes music is for sale. If you know how to play it then please try it out. If you have questions feel free to ask. I'm not much for instructing you on how to play them but I can try. I must admit though, you're the first Alicorn to set foot in my shop." She laughed as she went into the back room, coming back out with a red-bull and taking a sip as she looked Midnight up and down with a cocked brow. Midnight was taking in his surroundings, looking at all of the various musical instruments and electronics.

After a minute of browsing he pulled an acoustic guitar from nearby with his magic, he gently plucked the strings hearing that it was off tune slightly and adjusted it perfectly. He strummed the strings, the guitar letting out a happy harmonious set of notes.

"Heh, not bad. It usually takes everypony at least a few tries to get the tuning correct on an acoustic. Not as hard on an Electric guitar though in my opinion." Vinyl smiled as she pulled out an electric guitar and strummed it once, then adjusted the tension on the strings perfectly the first time. She let out a gentle melody for a minute to impress the Alicorn.

"Very nice. I've always like acoustics though since they are so widely played. But Electrics are fun to cut loose and really rock out." Midnight grinned picking up a spare Electric guitar and played a few quick notes from a song from his home world.

Vinyl cocked a brow at the music being played. "That sounds pretty sweet. Where did you learn that?" She asked nodding her head to the beat.

"It's a song from my world." He smiled as he continued playing, but stopped seeing Vinyl looking at him questionably.

"I'm sorry, We haven't been properly introduced. Names Midnight Flame." He smiled extending a hoof.

"Vinyl Scratch, Stage name is DJPON3." She shot a hoof out bumping Midnight's with a smirk. "You said it was from your home world?" She added.

"Yea, you remember that bad storm during the fall of last year?" He asked causing her to nod in confirmation. "Well I got sucked into this world along with my home. Twilight turned me into the pony you see before you now. I had to stay a pony or end up destroying all of space and time if i reverted back to my original form." He finished playing the instrument and checking it over. "Not a bad piece. Got anything that can throw out a good beat?" He asked causing the white unicorn to smile widely.

"Follow me. I'm sure we have something you can help to toss out a decent beat." She smirked.

"It's not about the instrument, it's how you use it." Midnight added causing her to chuckle.

"Right on!"

After heading into a large back room filled with neon lights and flashing strobes, Midnight was greeted with Vinyls custom DJ outfit. She brought him up onto the platform and began to show him what everything did. He looked at her in slight confusion for some of the items in question and stopped her.

"Some of these seem to be a little confusing. I think I would better understand if we could trade memories on them instead of just talking about them." He smiled nervously.

"For real? You would share your music knowledge with me? That's like, to cool bro. Not many musicians do that ya know. They are always in competition with each other." Vinyl laughed in disbelief.

"Well I'm not really into doing music for a living, I just like to play ever so often at home or when I feel the need to cut loose and relax. I haven't done that since my arrival in this world though. To much going on ya know?" He laughed.

"No prob, So do you want to do the spell or what?" Vinyl smiled trotting up to him.

"Guess I will." He smiled back as his horn glowed.

*FLASH*

The two ponies appeared within a flash of light in Midnights mind. "Music." Midnight spoke out.

*click*
*whiiiiiiiirrrrrrrr*

"Heh guess that door was close." Midnight laughed.

"Cool, care if I do the honors?" Vinyl asked looking up to the Alicorn who nodded to the door.

Vinyl smiled opening the door and releasing the memories from within. She stood up with her arms wide falling back as the memories rushed her. She landed on the ground with an audible thud as the memories swirled around her and Midnight then rushed back into the door. Midnight stood over the dazed and smiling unicorn as he spoke.

"Are you alright?" he asked seeing her drool slightly as she began to speak.

"I.... I think I just came." She laughed in a daze as she breathed hard looking up to Midnight who almost exploded from blushing at the comment.

"Music gasm?" He asked giving a laugh.

"More like my earth shattering, mind bending, PERFECT orgasm." She laughed.

"Glad I could have helped ya out." he smirked as his horn glowed, releasing them from the spell.

After blinking a couple times he realized that Vinyl was now, not only without her shades, but also an uncomfortable distance from his face giving him a seductive look.

"Uh......... Hi." He smiled nervously for a moment before Vinyl grinned.

"I didn't know there was another pony here in Ponyvile that had the same appreciation of music that I do. Much less one that could play more than a single instrument." She giggled.

Midnight, taken aback by the comment, smirked and gave his two cents. "I didn't know that a pony could even play a musical instrument much less appreciate music."

Vinyl's jaw dropped at the comment as she turned her head back to Midnight, her horn glowing. "Let me show you what I know." She grinned as a flash erupted all around them.

They reappeared in a long hallway very similar to Midnight's mind. This one however had doors made of gold and a red velvet rug running the length of the hall.

"Heh, guess we don't have to wait to find my music door." Vinyl laughed standing in front of the door. "Go ahead. Check it out." She smiled as Midnight grabbed a hold of the door knob with his magic pulling it open releasing a flood of musical memories. He fell onto his back from the rush looking up at vinyl with a gawking daze.

"DAMN! I think I almost did the same thing you did." He chuckled as he looked down to his loins but managed to hide them from the peering eyes of the white unicorn.

"Nice." Vinyl chuckled catching a glimpse of the Alicorn's second horn.

Her horned glowed brightly as another flash of light erupted from around them. Midnight blinking again to clear the fog. After a few seconds he blinked seeing Vinyl practically breathing down his neck as his vision came into view.

"You know, I've never let another pony learn what I know about music before. It's kind of a turn on ya know?" She smirked moving a little closer to Midnight.

"Heh. I'm surprised by the amount of knowledge in music you possess. I must admit that it is beyond my own. But at least now I know what all of those devices do that you were trying to teach me about earlier." He grinned as he stood up but felt a piece of himself fall loosely below. He gave a slight gasp falling back to the floor to cover himself as he watched Vinyls eyes grow wide for a moment before turning to a sly expression.

"So I guess I wasn't dreaming earlier." She laughed causing Midnight to blush, laying his ears back.

"Sorry." He spoke softly looking away before being plowed over onto his side in surprise.

"Dunno if you get this often or not, but I am pretty straight forward about everything, and from looking at you, I'm taking a guess that your a bit shy about certain things. So how about I take the lead and toss out a few beats." She smirked rolling the Alicorn onto his back and straddling him.

Midnight looked up at the white pony in surprise but laughed as his horn glowed turning on the music from before. A nice quick beat erupting from all around the shop.

******WARNING ADULT MATERIAL BELOW******

Vinyl reached down rubbing Midnights member to every other beat that escaped the speakers. He leaned up against a large speaker that was exuding the beat from as he listened to the music as Vinyl played with his instrument.

She leaned down giving the length a few loving licks as she rose rubbing her plot against it slicking it up. She grinned removing her shades again as her crimson eyes pierced through the flashing lights. She gyrated her hips with the beat as the head of his member pressed to her opening causing her to squeal out in delight.

"Damn boy, you fucking huge." She groaned pressing down hard to take in as much as she could, giving a pain sigh as she bottomed out then jerked up quickly before slinking down slowly again.

Midnight gritted his teeth at how tight she was, his member throbbing almost in sync with the beat. I'm not huge, your just fucking tight." He groaned out bucking into her causing her to scream out in pleasure.

They continued this for another ten minutes until Midnight finally came hard into her depths. She let out a howl of ecstacy as she came with him, a gush of white and clear fluids erupting from around his cock. She fell forward, her body twitching to the beat of the music, causing Midnight to buck slightly into her each time. After another couple minutes the music stopped.

*******End of adult material*******

Vinyl looked up panting slightly. "That was intense." She hummed happily.

"You're telling me." Midnight laughed.

After a few minutes of cleaning themselves up, and a nice discount for Midnight. He had purchased an acoustic guitar. Playing it as he made his way back to the boutique. Although the visit had gone better than originally planned, Midnight thought that another visit to Vinyls make shift shop would be in order in the near future.

59. A Picnic and a Plague of Ponies!

"OH GOD WHY ME!?" Midnight shouted as he raced away from the crowd of mares that were chasing him screaming in glee.

After a long foot chase he managed to duck around the corner of Sugar Cube Corner, turning invisible along with his guitar he stood silently, holding his breath as a few mares stopped and looked around for him. After a few moments they ran out of the ally screaming as they continued to chase the ghost of his presence.

I'm getting ahead of the story though. Let's rewind to earlier in the day.

"Rar, I'm going to the park." Midnight said as he placed his new acoustic guitar on his back between his wings.

"Alright darling. Sweetie should be there with her friends. Would you mind taking them this basket?" Rarity smiled as she trotted out of the kitchen to him as he was about to leave the boutique.

"Aren't you coming?" He asked cocking a brow.

"I would love to darling but I simply must finish this order for a very good customer of mine. Do say hello to my sister for me." Rarity smiled giving him a quick peck before trotting back into her work room.

Midnight looked into the basket seeing a lot of sandwiches and other goodies along with a large blanket. "Heh, guess Rarity planned a small picnic for them but got to caught up in work. Ah well more for them." He chuckled as he placed the basket next to his guitar along his back.

Making his way outside he began a slow trot toward the park, giving a smile to a few other ponies as he passed by, they doing the same. He gave a contented sigh as he thought to himself.

'This world, although strange and never dull, has made me happier than any place I have ever been. All these smiling faces, everypony full of cheer and happiness. Family outings that don't end in someone hitting one another or doing something stupid they would regret. Yep, this is defiantly a place I have come to love.'

His walk came to an end as he neared the park playground where he and his nieces had played when he had been shrank to the size of a colt. After a moment of looking around the playground he heard and all to familiar squeal as it echoed from the tube slide. He watched as Sweetiebelle rushed out of the end followed by Scootaloo then Applebloom.

"Girls." He shouted to get their attention. They gave a wide smile each bounding over to him. He set the basket and guitar down to the side quickly, knowing what was about to happen as he was tackled to the ground by the three giggling fillies. He let out a loud laugh hugging the three.

"Good to see you girls to." he smiled as he pulled himself upright and began to set up the small picnic.

"Is Rarity not with you today Uncle Midnight?" Sweetiebelle asked looking around for her big sister.

"I'm afraid not dear, she had some work to finish up for a client. She did say to give you this though." He laughed as he swept her up and started to kiss her face all over.

"Eeeeeeewwwwwwww stopit Uncle." She squealed trying to get away.

The other two fillies giggled seeing their friends plight causing Midnights attention to fall on them.

"Sound like my other two nieces are feeling left out." He chuckled causing them to gasp as they tried to run away screaming but were swept up as he began to kiss their faces as well.

After a minute of kissy attack Midnight, he sat them down as they tried to wipe away the kisses with their front legs.

"Blech! Uncle Midnight that was mean." Scootaloo groaned flapping her wings angrily.

"Yea, ah'm sure mah sister wouldn't mind though." Applebloom giggled.

"Yeah and Rarity eats it up as well." Sweetiebelle smirked rolling her eyes.

"I'm sorry girls but those cute little faces need a good kissing every now and then." Midnight chuckled making them roll their eyes yet again.

"So what did Rarity pack for our lunch?" Sweetiebelle asked looking into the basket as Midnight removed the blanket, setting it up on the ground.

"I'm not sure, She just told me to bring it to you three. But I'm sure if we need anything else I could whip something up." He smiled as he began to pull out several containers of food, plates, and utensils.

As everything was set up the four of them looked at the items Rarity had prepared.

Potato salad, Daffodil and daisy sandwiches. Watercress and cucumber sandwiches. and a large container of tea.

"Uh.......... What's edible besides the daffodil and daisy sandwiches?" Scootaloo ask poking at the potato salad.

"Alrighty then. guess Uncle is going to have to pull out a few tricks." Midnight announced as his horn lit up opening a small portal to which he stuck his head into for a moment the pulled it back out placing a large chocolate cake onto a plate. He placed his head back into the portal then removed it floating a large pizza and BLT's (minus the bacon of course) onto a couple plates. Once again he placed his head into the portal pulling it back out floating a big bowl of spaghetti and pitcher of lemonade onto he cover.

"Now THIS is a picnic lunch." He smiled as the three fillies cheered, all digging into the food. Midnight waiting until they had made a plate before making his own. They sat there eating quietly. At one point giggling as they ate the spaghetti by slurping a single noodle into their mouths making it slap against their little faces as it neared the end of its journey. Midnight did the same with several noodles but stopped the noodle making them wiggle with his magic as he pretended the noodles were attacking him. The girls laughed watching him squirm away from the noodles as they attacked his face. At one point he fell over laying there with the noodles on his face motionless. The girls coming over to inspect him but ran screaming as he shot upright, his face covered in the noodles and sauce, his wings flaring out as he screamed to them.

"SPAGHETTI MONSTER ATTACK! RAAAAAAR!" he laughed chasing the screaming fillies around before the ganged p on him. He fell over pretending to die as the stood on his side triumphantly.

"Cutie Mark Crusaders Spaghetti Monster Killers YAY!" they shouted earning a cheer from a few other watching families.

They jumped from Midnight whom returned upright, cleaning off his face with a bit of magic and trotting back to the picnic.

"Hey uncle, what'cha doin with that there guitar?" Applebloom questioned pointing to it with her hoof.

"Ah, You three didn't know this, but your uncle can play a few musical instruments." He smiled laying down onto the blanket as he put up most of the food so they would all have room to sit and watch.

He began to play a few notes as the fillies watched intently.

He began to pluck the strings as the song began.

After the song ended the three fillies cheered stomping the ground with there forehooves along with a few others that had heard the music from nearby. He looked around to see a small crowd gathering, he gave a smile to his three nieces.

"I guess, Uncle is going to have to play a few more songs for all these nice ponies." He chuckled causing the few ponies that had gathered to cheer.

He gave a sincere smile to the crowd as he began to sing along with the strumming of yet another song.

After the song ended the he looked up to the now large crowd of ponies who had assembled to see him playing. They all cheered as the song came to an end. The three little fillies moving closer to him to get away from the crowd swelling behind them.

"Girls, I think this crowd may be getting out of hoof. I'll play one more song so you three can get out of the park safely alright." He said as he leaned down to them. They gave a nod, gathering the picnic supplies and packing it up. They turned to leave, waving to their uncle as he began the final song. (Minus the bad language)

Upon the end of the last song the crowd roared into a deafening cheer. The ground literally trembled under the applause that was given underhoof. Midnight smiled waving to everypony that had gathered. That is until one over enthusiastic fan rushed him bowling him over screaming in glee as she wrapped her hooves around his neck kissing him.

"Oh crap." Was all he could say before the entire crowd rushed him. The majority being mares screaming like little fillies that had just been given the most awesome birthday gift they had ever gotten.

He managed to shake the mare off, albeit reluctantly, and bolted toward town, the entire mob thinning as he made his way into Ponyville. He looked up and around him seeing many pegasi mares following him as he galloped. Several taking nosedives into the ground trying to tackle him in the process only to eat dirt as they hit the ground from his dodging. He tried using his magic but kept loosing focus as mares began to jump after him.

"Ohshitohshitohshitohshitohshitohshit! AH HA!" He said to himself as he looked to Sugar Cube Corner.

After a long hoof chase he managed to duck around the corner of Sugar Cube Corner, turning invisible along with his guitar he stood silently, holding his breath as a few mares stopped and looked around for him. After a few moments they ran out of the ally screaming as they continued to chase the ghost of his presence.

He gave a sigh of relief as they left the ally.

"Hi Midnight!" Pinkie giggled from behind him causing him to whinny loudly in surprise a she appeared from the back door of the bakery. He turned around seeing the smiling Pinkie Pie, swiveling his ears back as he heard a mare outside the ally shout. "I heard something, lets go back and check."

His eyes went to pinpoints as he picked up the now giggling Pinkie Pie in his magic, rushing into the back door of the bakery. He shut the door quietly as he set Pinkie down. He looked her right in the eyes as he spoke.

"Whatever you do, don't tell them I'm here." He squeaked as he turned invisible.

Just as he turned invisible a mare burst through the back door of the bakery looking at Pinkie.

"Did you just see a black Alicorn run this way?" She said panting as two other mare poked their heads into the bakery then bolted out as Pinkie shook her head no.

"Darn it!, Alright girls, let's split up. we can cover................." The voices trailed off as they rush down the street.

Midnight gave a sigh of relief as he returned to his visible self. "Thank you Pinkie. I owe ya one." He gave an exhausted laugh as he fell to his haunches.

"Why were they chasing you?" Pinkie asked cocking her head as she looked at the guitar across his back.

"Well I was playing a song for my nieces when a crowd gathered to listen. After three songs the crowd rushed me. Even an Alicorn can't get away from a mob like that one." He laughed but stopped as he looked at Pinkie who was smiling widely at him.

"Uh...... What'sup?" He asked nervously.

"You said you owe me one a minute ago." She smiled

"Uh...... yea I did didn't I." He inwardly scolded himself.

Pinkie stood there for a moment waiting, before she started. "Well?"

"Well what?" He asked.

"Aren't you going to play me a song?" She asked still smiling.

"Oh! Right!" he said giving a sigh of relief. "But lets go somewhere quiet, I really don't need another mob of ponies chasing me." He chuckled as Pinkie led him from the kitchen to upstairs into her room.

She jumped onto her bed laying down onto her stomach as she watched Midnight while leaning off the foot of the the bed.

"Alright Pinkie. I hope you like this song. He began as he kept rhythm by tapping his hoof on the floor. After the song ended Pinkie stood up then pounced him to the floor hugging him around the neck.

"That was so super awesome. You soooooo have to get all the girls together and play for them. But in private of course. You don't want another chaotic crowd of cantering ponies after you again now do you?" She giggled causing Midnight to laugh.

"Sure Pinkie, anything for you." He laughed as they stood up and headed back downstairs.

Midnight peeked through the window still seeing many ponies out seemingly looking for him. He looked back to Pinkie for a moment. "Guess I'll have to teleport back to the boutique." He smirked nodding to the pink pony before vanishing in a flash of light, only to reappear in the boutique startling a certain ivory pony.

"Oh my goodness darling I told you to stop doing that. Honestly you're almost as bad as Twilight." She scolded before continuing.

"By the way, a few young mares stopped by telling me about a certain Alicorn playing to them in the park." She smirked causing him to tense up.

"Yea, I meant to play for the girls but after three songs half of Ponyville was there." He rubbed the back of his neck nervously causing Rarity to laugh.

"Well the three are waiting for you upstairs." Rarity smiled causing Midnight to frizzle in his fur.

"Ugh! Better go get this over with." He groaned heading upstairs. However upon reaching the top of the stairs he saw three little fillies poke their heads out of Sweetiebelles room smiling at him.

"Girls?" He asked in confusion then realized what Rarity had said. He chuckled shaking his head as he trotted into her room to play them a few songs away from the hustle and bustle of a thousand ponies trying to get a hold of him. Rarity listening from downstairs as she finished up her work for the day.

Author's Note: BTW I am not a big Green Day Fan. I just typed in Acoustic songs on youtube and they were the first to pop up.

60. A celebrity fan? (part one)

It had been nearly a week since Midnight had shown his true form in Ponyville. He would usually shapeshift to head into town since the entire music incident in the park. In his current form however he could walk around town and do his normal routine without fear of being bowled over by a crowd of crazy mares. His most recent transformation however was into a not so stocky stallion unicorn, his coat was a pleasant orange, while his mane was a dark black. His cutiemark however had not been changed. He had attempted to change it but it would always revert back to what it was. This had proven to become a problem on several occasions when a pony would recognize the mark and ask him about it. Most of the time he could make up a story about it to throw them off, however a few more enthusiastic mares who had seen the Alicorns mark while in the park burned it into their memory and usually took chase. Today however was different. As he made his way through Ponyville, the conversations that he listened to were starting to change slightly from what had happened in the park. Some of the stories that were being told differed from the events that had happened while others were just a complete fictional tale. He laughed inwardly listening to some of them, sometimes even asking a pony or two about what had happened. After a few hours of this however he became tired of the onslaught of stories and decided that it would be a good time to have something to eat.

He made his way to the local diner he had been to many times before. Taking his usual seat in the corner He gave a yawn as he looked out the window watching ponies go about their business.

"Hey there, can I take you order?" Plum Sweet smiled looking to Midnight in his camouflaged form.

"I'll have a pitcher of sweet tea and four daffodil and daisy sandwiches." He said as he looked to her smiling.

Plus cocked a brow at the order looking to Midnight. "That's strange, we usually have an Alicorn come in here who orders that same thing almost everytime."

'Oh shit!' Midnight inwardly scolded himself again as he looked around seeing a couple ponies looking in his direction.

"Yeah, I heard that's what he get's when he comes by here to eat. Figured I'd try it out." He smiled taking a quick glance around the diner seeing the ponies turn back around. He gave a soft sigh of relief as they did. Plum gave a shrug heading back to the kitchen to place the order.

"So." A voice behind Midnight startled him causing him to tense up. "Ya like that Alicorn to eh?"

Midnight calmed himself quickly before turning his head to see who was talking to him. Upon seeing the pony in question his jaw almost hit the floor at how beautiful this mare was. She was a unicorn with a shimmering silver coat, while her mane was a deep blue that looked like the darkened sky as the sun was setting. Her eyes were a light green giving the perfect contrast against her coat and mane. However her mane had been straightened and lay to one side of her face slightly covering it , cut at a straight ninety degree angle from just below her chin to just behind he forelegs. Her accent was rather strange though to which Midnight could not place her origin.

After gawking at her for a moment she gave a small giggle looking him in the eyes. "Cat got yer tongue sweety?"

Midnight shook himself back to reality giving her a smile. "Sorry about that." He chuckled then began again. "Yea, that guy can carry a good tune."

The mare talking to him rose from her seat bringing her food items to his table and taking a seat. She smiled to him as she began.

"Yes he can, ever since the day I heard him playing in the park I have been trying to locate him. I have seen him a couple times while he fled from a small group of mares." She giggled. "But I never got a chance to talk to him. It is rather frustrating. By the way he acts however, you would think that he doesn't like mares." She smirked taking a sip of her drink looking at Midnights expression of horror at what she was hinting at.

"I don't think he is into stallions." Midnight assured her furrowing his bro as he spoke.

"Oh?" She smiled seeing his expression change again to slight worry.

"Y-yea. From what I have heard he is in a relationship." He watched the young mares expression change to sadness before he finished. "But it's an open relationship so he has say as to who he can have fun with."

The young mare's eyes lit up at the finished comment. "Oh my! Then I may have a chance after-all." She squealed happily causing Midnight to cock a brow at her questionably.

Midnights order finally arrived during the conversation, he poured himself a glass of tea bringing it up to his mouth as he continued.

"So what type of chance are you talking about?" He asked before taking a large sip of his drink.

"I want to have his foal." She smiled widely.

"PFFFFFFFFFFFFFFFFFFFFFT! *COUGH COUGH* HOLY! *COUGH* SHIT! *COUGH COUGH*" He continued coughing as the mare came over to him patting his back with her hoof as he began to catch his breath from being strangled on the tea.

"Oh God! What the hell?! Seriously?! You want to have his kid?" He asked in shock looking at her as she took her seat across from him again, giving a disheartened smile as she sat down.

"Yea, I mean, what mare wouldn't want to have a Male Alicorns foal? There has never been a male Alicorn recorded in Equestrias history. Having one now only means one thing. That it's time to expand the equine race. Every mare in this world knows of him now and most want to have his foal. Even many of the married mares, and from what I know now from you, he can father as many foals as he wants." She smiled again.

"Yea..........about that. His current mare has placed a few rules to prevent that. You see, he can have as much fun as he wants as long as he doesn't father any other mares foals." He smiled nervously.

The mare cocked a brow at him for a moment before smiling as she placed her forehooves together on the table, placing her chin on them as she spoke. "I thought you acted a little strange." She spoke in a tone that hinted that she knew what was going on.

Midnights eyes went to pinpoints as he gulped slightly as he pressed slowly to the edge of the booths seat. However he stopped as the young mare spoke up again.

"Now now Midnight, what's the hurry?" She smiled causing him to freeze up slightly.

"M-my name isn't Midnight, that's the Alicorns name you've been looking for isn't it?" He smiled nervously.

The young mare kept her smile as she slowly moved over to the other side of the booth blocking his path. "Yes, yes it is, and you are him. In a devilishly good guise I might add. She smirked looking him up and down before continuing. "Your only flaw however is your cutiemark. Even magic can't change those." She smirked.

"What if I told you that I'm not him? You would still try to convince me and yourself otherwise?" He asked with a slight smirk.

"What if I could prove that you are him?" She grinned causing him to gulp again. "Let's fill in the blanks shall we?" As she began.

"One. You ordered the same thing he orders when he comes here. Two. You are sitting in the same booth he always sits in. Three. You said the word 'guy' instead of stallion. Four. You seem to know a lot about his mare friend."

"Fiance." He interrupted then shot a hoof up to his mouth for correcting her.

She looked at him giving a giggle. "Five. That remark. Six. Your Cutie Mark is identical to his. So please, Don't think of me as stupid." She smirked taking a sip of her drink.

Midnight placed his hooves together in front of himself placing his chin on them mimicking her previous position as he spoke.
"Alright then, you caught me. So are you going to scream out to the world who I really am?"

She gave him a coy smile as she spoke. "Now why would I do that? I've been trying to get a chance to speak with you for a while now. Don't you think it would be counter productive to let every willing mare in Ponyville know that I have located you?" She giggled looking at his confusion.

"Alright then, so am I free to leave then?" He spoke as he started to leave the booth but stopping as she raised her hoof. She gave it a little shake motioning for him to sit back down.

"Not at the moment I'm afraid." She gave a grin causing Midnight to facehoof.

"So what exactly are you after?" He asked causing her to raise a hoof as she was about to speak but stopped her quickly. "Except for knocking you up." He finished.

She gave a disgruntled sigh blowing her mane from the side of her face. while rolling her eyes. "That was just a joke." She pointed out causing Midnight to raise a brow at her. "I'm not in season for one, and two if I was then I wouldn't be thinking as clearly as I am right now. The only thing mares think of while they are in season is to have a foal, and most mares will come into season within the next few months. My heat happen in late spring. Its the first week of February now, So we have a couple months before that happens." She smirked.

"Why must I be tormented by you ponies?" Midnight groaned leaning back in his seat, bringing his hooves up and rubbing his temples only to cause her to laugh.

"And by the way Mrs........." He trailed off looking at her for a moment. "I'm sorry I never got your name." He said crossing his arms, raising his eyebrow at her devious smile.

"You can call me Vanity." She smiled giving him a wink.

His eyes went a little wide for a moment as a thought was on the tip of his tongue but he couldn't place it. "I could have sworn I knew that name from somewhere but I can;t place it." He rubbed his chin in thought looking down to the table as if had the answer. His attention was brought back to her as she gave a soft giggle.

"I think the answer you are looking for is over there dear." She smiled point to a few booths back on the wall.

After turning his gaze back to the item in question he gave a small gasp using his magic to literally tear the poster from the wall and bringing it to him so he could read it properly to make sure he wasn't mistaken. He looked from the poster to the Vanity gawking.

"Vanity Fare? The balletist? I feel like such a boob right now." He groaned rubbing his face in shame.

"A what darling?" She asked cocking her brow at the word.

"Figure of speech, I meant idiot." He said causing her to smirk. "So what does a big time celebrity like yourself want with the only male Alicorn?" He asked taking a sip of his drink.

"Oh nothing much. I get rather bored with all of the formalities of being popular. I find it more satisfying to just get out and have fun. But to do that I must find a friend who isn't there for just the money or to get a piece of tail."

Midnight coughed again from the sudden comment shaking his head.

"PLEASE! Stop doing that. *COUGH*" He groaned as a few more coughs escaped him.

"Oh but it is just so much fun choking you up." She giggled.

Midnight rolled his eyes before looking at his drink, then to Vanity, then back to his drink. Placing a hoof next to his drink he gingerly pushed it away causing Vanity to give a slight pout.

"Oh you're no fun." She grumped causing him to laugh.

"Oh I am loads of fun. I just don't think its the guy who needs to get choked up on the lady." He smirked causing her to laugh.

"That would be a problem now wouldn't it." She chuckled. "But in all seriousness, I just wanted to hang out with you and see what you were like. I have heard of your back story and how you came to be an Alicorn. Celestia herself is even carrying your foal is she not?" Vanity grinned seeing his jaw drop. "Why so shocked? That news is wide spread with her being royalty and a living Goddess. Any and all information about her is common knowledge in this day and age."

"Still that doesn't give others the right to judge her or continue spreading that information." Midnight said in an icy tone.

"My apologies, I did not mean to offend. However you seem to be true to what I have heard about you. Chivalrous and kind to no end. Always taking up for your friends as well." She smiled as she stood up from the booth, her horn glowing a gentle pink as she pulled a couple tickets from a small pouch that was tied neatly around one of her forehooves. She placed them in front of Midnight smiling as she began.

"Please do come to my show, These tickets will allow you backstage after the show as well as admittance into the Cathedral. You may bring your Fiance if you wish. I cannot guarantee that I will still be a lady though in her presence." She giggled as she turned flicking her tail gently at Midnight giving him a wink as she left the diner.

Midnight pulled the tickets up to his face looking them over. They had been autographed by Vanity and a small kiss stamped onto them as well in a small blank box. He sat there for a few minutes as Plum trotted over giving him his bill for the meal. She looked at the tickets giving a smile.

"Into ballet?" She asked as Midnight hoofed her some coins.

"Not really, but I just got them from Vanity herself. I didn't even know ponies did ballet." He cringed at what he had just said seeing Plum's face contort before laughing.

"Midnight, you are no good at holding a disguise." She giggled walking away.

*facehoof*

"I wonder what Rarity will say about this?"

61. A celebrity fan? (part two)

"Absolutely not!" Rarity spoke stomping her hoof in emphasis.

"Seriously hun? You're getting your panties in a wad over a ballet dancer?" He smirked.

Rarity's face contorted at the comment. "What?"

Midnight face hoofed. "Right, always naked, got to remember that."

"Anyway, I don't like the idea of you going to that recital alone." She grumped tossing her nose up.

"That's why she gave me two tickets." Midnight smiled waving the other in front of her causing her eyes to follow it.

"Weeeeeeellllllll." She began as Midnight dangled the ticket in front of her teasingly. "It's not often I get to go to a Canterlot Cathedral to watch THEE Vanity Fare perform." She smiled plucking the ticket from Midnights magical grasp with her own. She looked at the ticket then to Midnight giving him a wry look as she flipped the ticket around pressing it to his face.

"And what prey tell is this? A lipstick kiss?" She squeaked in anger.

"Hey, this one has it too. It because they are backstage passes. I already checked with the Cathedral. They said there were only ten made and cost five thousand bits each." He spoke quickly backing away from Rarity.

She stopped hearing how much they were and nearly choked from gasping so hard in shock, but found her composure in order to glare at the Alicorn before her.

"Still.......... I can only feel a little threatened by her. Her beauty is a rival to my own. What should happen if you fell for her and left me?" Rarity pouted her lip as her eyes watered slightly.

Midnight gave a sigh pulling Rarity close and kissing her passionately. Slowly breaking the kiss and smiling to her as he spoke.

"I know for a fact that you have no worries about me falling in love with another pony. You know you hold my heart, that plus you gave me permission to fuck just about any other pony I want as long as I stay with you. What other wonderful mare would do that?" he smirked.

"Flattery will get you everywhere darling." She giggled kissing him back.

"Eeeewwwwww."

Midnight and Rarity looked to the door seeing Sweetiebelle with a disgusted face.

"Why do I always walk in when you two are doing that. It's so gross." She groaned shaking her head as she walked toward the kitchen, but stopped seeing them smiling then kissing again giving a lip smacking MWAH for each kiss.

"EEEEEEEWWWW EW EW EW EW EW!" Sweetiebelle screamed running into the kitchen as they fell over laughing.

"I guess that's enough emotional scarring for her for today." Midnight laughed pulling away from Rarity only to be pulled back.

"Oh I think a few more kisses are in order." She smiled giving him a wink.

Midnight smiled as they stood up slowly making their way into the kitchen. Sweetiebelle was in the fridge pulling out a few items to make a sandwich when she stopped as a large shadow fell over her. She turned just in time as they picked her up and began kissing her face all over.

A pony walking near the boutique stopped as a resounding NOOOOOOOOOOOOOOO! Emanated from within.

After some discussions were made, and demands met, Midnight and Rarity had decided to go to the Cathedral. It was this coming weekend, which was literally two days away. So Rarity had time to make a new dress for herself and a tux for Midnight. After some complaining about how the tux would be uncomfortable Rarity made some adjustments assuring Midnight that it would fit properly, and if he thought it was to tight he could always shrink until it felt comfortable.

He gave her an annoyed look at the comment only causing her to laugh loudly. "You are an Alicorn after-all dear. If the horseshoe fits........" She trailed off seeing him face hoof.

"You are just plain AWFUL at times." He groaned as he rubbed the bridge between his eyes only causing her to cackle, giving a little snort when she took a breath.

"Alright alright, enough with all that. What will we do after the show? You know we will have to go backstage and thank her for these tickets right?"

"Well darling, I'm sure that she will be busy with the other holders of backstage passes that are going to see her as well. Being such a graceful unicorn, I am quite positive that she will have a few adoring and very rich fans." Rarity smiled reassuringly.

"WHAT DO YOU MEAN THOSE WERE THE ONLY TICKETS SOLD?!" Rarity shouted at the box office attendant who back peddled away from Rarity in fear.

"T-that's what it says on my list madam. The only tickets sold for the back stage passes were two single tickets. There are still 8 left to be sold." The attendant squeaked under her gaze.

Rarity stood there for a moment giving an audible snort as Midnight nudged her in the side at a very specific spot causing her to giggle and bounce away slightly.

"Stop that! I am trying to be angry! *nudge* *giggle* Stop it I said. *prod* *giggle*" She kept backing away from Midnight as he prodded her in her ticklish spot gently with his magic so she couldn't avoid it. He had learned over the short time he has been with her that if all else fells, hit her tickle spot.

Midnight gave her a gentle kiss as they strode into the Cathedral. There were many regal looking ponies in dress attire within the confines of the building. Several of which Rarity knew all to well. She nodded toward them as they passed through the lobby.

"That handsome stallion is Fancy Pants. OH! Hoity Toity is here as well!" She smiled, but it soon faded to a look of disgust as she saw a regal white unicorn with a blonde mane and tail. "And THAT sack of manure is Prince Blueblood." She growled causing Midnight to chuckle. They began to walk again but stopped as Blueblood made eye contact with Rarity recoiling and lowering his ears in fear of the Ivory pony as she raised a hoof pointing at her eyes and then to him as if to say 'I'm watching you dick head.'

"Come on dear, we need to find our seats." Midnight said as he tugged her along with his magic.

They made way into the lower section of the Cathedral looking all around at the beautiful hoof made sculpting that adorned the entire inside of the Cathedral. After a moment they found an attendant and asked him where there seats were. After looking at their tickets and going wide eyed he told them they had a choice for a front row seat of an overhanging booth.

Midnight looked down to the front row seeing a large number of other smaller ponies that would be sitting behind him should he had chosen that spot.

"Lets take the booth dear. I would be blocking others with my size if we sat up front." He said nodding up to the overhanging booth.

"Where are the stairs to the booth darling?" Rarity asked the attendant.

"You will need to go back out to the lobby and head down the far right hall, take a left at the third door before......" He was cut short as the lights began to dim.

"No time doll. Hold on." Midnight smirked pulling Rarity close to him as his horn ignited. In a sharp snap and flash of white light they appeared in the balcony looking down to a bunch of glaring ponies as the sound of the teleportation spell resonated throughout the Cathedral. Midnight and Rarity composed themselves taking a seat as the curtain was pulled and the show began.

"I must admit, Vanity can dance beautifully." Rarity smiled as they watched the dancing pony take a bow as the curtains closed, the lights coming back on as the ponies below began to file out of the Cathedral. Rarity rose as well but stopped as she noticed Midnight still sitting.

"You really intend on speaking to her again don't you?" Rarity sighed placing a hoof onto the bridge of her nose rubbing gently.

"Eeyup." Midnight smiled speaking like Big Macintosh.

"And there is no way I can convince you otherwise?" She pleaded.

Midnight hummed for a moment rubbing his chin before his horn lit up and a rolled up whip manifested between his teeth, He looked to Rarity wiggling his eyebrows causing her to almost explode from blushing.

"NO! ABSOLUTELY NOT!" She squealed for a moment before the lights went dim again causing her and the rest of the ponies below to become silent as a voice was heard over the intercom.

"Mare's and Gentlecolt's Tonight we have a very special and esteemed guest who has traveled her from Ponyville to grace us with his presence. I am sure you have all heard of him in some form or fashion as he is the only male Alicorn in Equestria."

"Oh shit." Rarity and Midnight spoke in unison gawking at Vanity on stage who was speaking into the microphone.

"Please put your hooves together for the one and literally ONLY, Midnight Flame!" Vanity smiled waving a hoof to the overhang balcony as several spotlights shone onto him and Rarity. He gave a nervous smile while Rarity gave a determined one standing next to him.

The sound of the hooves clapping together was audible but weak at best. "Did you know about this?" Rarity said between her smile.

"No." He spoke softly as Vanity began again.

"Please join us on stage Midnight." Vanity smiled waving him down.

He looked to Rarity mouthing the words 'I'm Sorry' to her as he spread his wings taking flight to the stage. He landed giving a solid flap making Vanity step back a few paces as he shot her a nasty look. She just gave a defiant smile as another curtain raised revealing a large grand piano. She smiled giving him a slight bow as he walked to the piano.

Midnight felt a lump form in his throat as he sat down at the piano raising his hooves toward the keys his horn glowing as he concentrated his magic into making a set of ethereal hands that would be tangible so that he could play. His hooves glowed for a moment as the hands formed around them, he gave each digit a test wiggle, giving a smile as he could feel each finger as an extension of his hooves. He gave a sinister smile as he looked to Vanity who now had a look of horror on her face from his expression.

His hooves came up, then quickly down onto the piano stopping just before hitting the keys as the first song began.

After the song had played he smiled to the crowd as his hooves began the second song.

After it had played out he began the third and final song.

Once the final song ended he stood silently walking over to the stages edge and giving a deep bow to the audience. He stayed that way for a few seconds until a roar erupted from the crowd, the walls of the Cathedral shaking from the stamping of hooves onto the floor. Even Rarity was cheering as tears streamed down her face.

After coming off the stage and thanking everypony who stopped to talk to him and Vanity for stopping at the Cathedral, he finally had a chance to turn to Vanity who was now slightly cowering under not only Midnights gaze, but also under a VERY pissed off Rarity's gaze.

"And what exactly was all of that about?" Midnight growled at the cowering Vanity.

"I'm sorry, but my manager asked me to do it. She said if I didn't get you on stage I could kiss my career goodbye. Please I meant no harm by it." She pleaded causing Midnight to ease his tension.

"Very well. But please, next time give me a head's up before doing something like that. I wouldn't have minded helping you out if you had just asked me instead of setting me up." He said giving Rarity a nudge into her tickle spot to get rid of her glare.

"I am sorry." Vanity frowned looking to the floor.

"It's fine, no harm done, plus I got to play the piano for the first time in almost five years. Glad I still have that ability." He smirked causing the girls to gawk at him.

"Five years?" Vanity asked, shaking a little. Midnight gave a nod and smile causing her to pass out on the spot. A few ponies rushed over to her fanning her face.

"That was quite......... interesting Midnight." A regal voice spoke from behind them causing them to turn around.

"Princess Celestia?" Rarity squeaked as she kneeled, Midnight doing the same before rising again.

"Come now, there is no need for that. Please, let us go to the castle for dinner. We have much to discuss." She smiled turning and leading them out of the Cathedral.

62. Becoming popular has its drawbacks

Authors Notes: This is just a filler chapter to give you guys a relative feel as to how Midnight thinks and wants to live. It is short and not elaborate. It doesn't play to much into the overall storyline but helps you 'Get-to-know' the main character.

The group of ponies had arrived at the castle in a very short time as it was only a few hundred yards from the castle itself. Rarity looked to Midnight silently asking him what the princess could want from him. He gave a shrug as they continued walking into the castle. Celestia looked back seeing their wordless conversation and decided to interrupt.

"Midnight my dear." She began as his attention came to her. He trotted up next to her as she began again. "That music you played earlier was remarkable. Was it from your world?" She asked giving a warm smile.

"Y-yes, It's from many years ago by some very, now famous, musical talents." he smiled back.

"Were they not famous then?"

"In a manner of speaking yes. Although one of the composers were deaf when he created one of the musical masterpieces I played."

Celestia stopped for a moment causing Midnight to stop a few steps ahead of her. "How is that possible that a being could create such a wonderful work of art like that and be deaf to the sounds needed to produce it?"

Midnight gave a shrug. "I have no clue Tia, sometimes greatness does not need to have an ability in order to create something that would have needed that ability in order to make it art."

Celestia placed a hoof to her chin in thought for a moment before continuing her trot into the castle, closely followed by Midnight and Rarity along with a few guards.

They had arrived in the dining hall along with several other ponies that had decided to join them. One being Princess Luna, another being Prince Blueblood, who upon seeing Rarity took the seat furthest from her at the far end of the table. Rarity gave an evil smirk at a bowl of potato salad and then to Blueblood. That was before Midnight gave her a nudge.

"You asked me to behave, now I expect you to as well." He gave a soft snort as he followed her vision and knew what she was planning. She looked up to him with a pouting lip.

"Nope, not guna work this time. You may not like him but that doesn't give you the right to continue torturing him whenever you see him. Now stop this or I'll make you apologize to him." He stated looking over to the cowering unicorn.

Rarity gave a soft gasp of disbelief looking at Midnight, then to Blueblood, then back to Midnight. She gave a huff gritting her teeth as she whispered. "Alright."

Midnight gave her a smile turning back to the Celestia but stopped as he watched Rarity move her hoof from her eyes to him then back again. He gave her a quick prod causing her to giggle then snap her attention back to him giving him a dirty look. He smiled doing the same gesture that she did causing her to cover her mouth to stifle a laugh. He just smiled before turning his attention back to Celestia.

"So what's the occasion Tia?" Midnight asked looking to her as she had just finished taking a bite of food and swallowed.

"Well my dear, I have some good news that you are a part of as well." She smiled happily causing Midnight to cock a brow in interest. "You are going to be a father of a healthy baby boy."

*THUD*

"Midnight?!" Rarity squeaked seeing the out cold Alicorn on the floor with a smile spread across his face. Rarity quickly grabbed a cup of water splashing it on his face causing him to bolt upright gasping.

"HUH!? WHA!?" he shouted looking around seeing everyponies smiling faces. Including Prince Blueblood who came over and gave him a hug.

"I am going to have a baby cousin! This is fantastic news." Prince Blueblood smiled happily.

"Yes, another young prince will be born. I simply cannot wait to see the young one." Rarity smiled dabbing her eyes gently with a napkin to soak up the welling tears.

"Tia, I..... I am beyond words. I cannot express how happy I am to hear this." Midnight smiled as tears streamed down his face.

"I am as well my dear. I had also wanted you and Rarity here so that I may ask her something as well." Celestia smiled catching Rarity's attention.

"Princess?" she asked, curious.

"I will be holding a baby shower in a few months and would like for you to help host it." She smiled.

*THUD* Rarity hit the floor out cold, a wide smile across her face this time.

"I am beginning to think that they have something that could be contagious." Prince Blueblood mumbled to no pony in particular.

Celestia gave a soft laugh as Midnight pulled Rarity upright fanning her face until she awoke.

"Oh.....MY! Princess I would love nothing more than to help host the baby shower." Rarity squealed with glee causing her to laugh again.

"Thank you my little pony. I look forward to the event. However in the meantime. Midnight?" She said looking to the dark Alicorn catching his attention again. "Would you do me the honor of playing us a song?"

Midnight puffed his chest out proudly. "I would be honored." He smiled giving a bow as he trotted toward the grand piano just across the room. He sat down, his horn glowing as it did before in the Cathedral, manifesting tangible ethereal hands over his hooves. He lowered them to the piano as the song began.

After the song ended Midnight turned to everypony seeing them in tears, even Celestia was crying with a weak smile adorning her face. He stood slowly trotting over to Celestia and gave her a gentle nuzzle then to Rarity doing the same.

"That was beautiful darling." Rarity spoke in a broken tone as the tears fell from her face. Midnight leaned down kissing her gently.

"Midnight my dear, would you like to have the honor of composing or playing music in the Cathedral on a regular basis?" Celestia asked waving a hoof for him to come over to her.

Midnight made his way back to Celestia giving a nod. "If that means I could have a job doing something I love to do then by all means. Yes I would be honored in playing there for everyone."

"Huzzah!" Luna shouted causing everypony to giggle at her enthusiasm.

"So when would you like to start?" Celestia smiled looking to Midnight as she spoke.

"I get to choose when to start?" Midnight asked in a rather shocked tone.

"Yes my dear. Are you not aware of how musicians work?" Especially those that play in esteemed theaters?" She asked looking at him with her head slightly tilted.

"Not really. I've always just played music for fun. It wasn't until recently that I felt the need to pump out a few tunes." He laughed nervously causing Rarity to roll her eyes at the remark.

"Well, in either matter you are free to schedule a concert at the Cathedral anytime you deem appropriate. Please remember to plan them at least a month ahead and schedule a time that will not interfere with other musicians." Celestia smirked at seeing Midnights smile.

"This has got to be the best thing to ever happen to me!" Midnight laughed.

"This has got to be the worst thing to ever happen to me!" Midnight groaned looking over all of the paperwork for his first scheduled performance in the Canterlot Music Cathedral. He was taking his time going over the paperwork and gawking at how much it was to actually rent the Cathedral for a single hour. It had also a minimum charge for three hours in place.

"I'm just Lucky that my first performance is free so that the revenue I get can go toward renting the Cathedral for a later date." Midnight sighed as he tossed the papers back onto the desk frustrated.

"Well darling. Fame does have its perks once your name has gotten out." Rarity swooned at the thought of her fiance becoming a celebrity.

"You know, after all the crap I have been through in life, I never once thought of being pulled into another world and becoming a celebrity by playing the music that other artists created in my home world here. I am not only ecstatic, but shocked beyond belief as well. This has been a nightmare and dream come true all rolled into one." He chuckled.

Rarity came over to him with a questioning look on her face. "You mean to tell me that the music you played before was not your creations?"

"Nope, Its all from my world. Like I said before, I love to play music. I don't really have the talent to actually write any." He sighed.

"That's fine darling. It shouldn't matter since the music is from your home world. Just don't let that slip out and you should be making more fans and money than you can handle."

"That's another thing I'm afraid of. I don't want to have all of that. I'm perfectly content with my current lifestyle. I mean look at it. I'm engaged to the most beautiful mare in Equestria." Rarity blushed furiously at the comment. "My fiance has given me permission to have an open relationship. I have wonderful friends. I am in fantastic relations with a Goddess of the sun and moon. I will be a father soon, albeit with a Goddess but DAMN! I have the ability to use magic and to fly. And to top it all off I am a freaking ALICORN! Just this alone makes me happy. I shouldn't need anything else. I actually don't want anything else. The only reason I'm doing the theater thing and playing music for money is to have enough money to help support you and myself. This.............. this is all to much." Midnight gave a sigh falling to the floor letting his legs and wings fall limply into a sprawling pose. He actually looked like a giant piece of roadkill that was set ablaze on the floor of the boutique.

Rarity trotted over to him laying down next to his head as she spoke. "Darling, nopony is forcing you to do these things. If you want to just stay here at the boutique and help me with my work I would be more than happy to have you. Just remember to not push yourself. You may be an Alicorn right now, but deep down in that big heart of yours is the human that came into this world. I am perfectly content at the moment. I could not have asked for a better life. Well, except for being extremely rich and popular." She giggled causing Midnight to roll his eyes at her. She reached out a hoof giving his should a playful nudge. "Oh come now. I have always wanted to be popular and live in Canterlot among all the sophistication. I just happened to fall into the arms of an Alicorn in the process of doing so is all." She giggled giving his nose a quick kiss.

"You are too much at times." Midnight laughed raising his head and looking at her with a cocked brow.

"I know, but you love every minute of it." Rarity teased.

They began to move to each other for a kiss but stopped as Sweetiebelle walked into the room. She gawked for a moment before pulling a hoof up and covering her eyes.

"Proceed." she giggled.

Midnight and Rarity smiled giving each other a little kiss then pulling apart.

"Alright Sweetie it's over." Rarity smiled causing Sweetiebelle to lower her hoof with a relieved sigh. She began walking toward the kitchen when Midnight called out to her.

"Sweetiebelle." He spoke, watching as she turned around, just as she did he reached up and kissed Rarity again.

"EWWWWW EW EW EW!" Sweetiebelle groaned running into the kitchen causing them to laugh loudly.

63. Down on the farm

Time passed by as it normally did. Midnight had grown accustomed to his fans and as time crept by the town began to slow their advance on smothering the poor Alicorn with affection for being a popular music sensation. Ever so often he would meet a fan that just had to have an autograph, hug, or romantic interlude. He just thanked his lucky stars that Rarity was ok with all of the crazy mares that just had to have a piece of him at times. His first concert was in a week, he had scheduled the Cathedral for four hours, as it was the minimum he could reserve it for. He had put together a large assortment of songs to play including many on the piano, many on the acoustic guitar and a single song that he had been practicing with his magic to get just right as it included many musical instruments to be played for the duration to the song.

During this time however he felt as if he was forcing himself to do all of this and just felt the need to cut loose and have a day to himself. After advising Rarity of his little retreat for the day he took off with his acoustic guitar into the clouds finding a nice fluffy one to cop a squat on and relaxed, laying back against its awesome fluffiness. He gave a look around checking out his surroundings. The clouds were moving rather slowly through the sky, and a gentle breeze was blowing. The snow had almost all but melted and spring was beginning to show as the vegetation began to turn green with life. He had been told that winter wrap up was in a few days and his help would be needed by the town.

He lay back into his cloud as he pulled his guitar from his back through it. He strummed it a couple times with his magic as he listened to the tune.

"Perfect." He smiled listening to each chord as it was perfectly in tune to be played. He began to play a few songs as he drifted along on the cloud, not paying mind to where he was or even to who was listening. After about thirty minutes thought he had drifted over a certain orange earth ponies farm.

AJ was in the barn looking around for a pitchfork grumbling because she couldn't find it. Apparently the Cutie Mark Crusaders had thought of a new plan to become balers of hay but failed after undoing one to many already baled squares of hay and couldn't return them back to their square shape.

"Those lil varmints er gonna get it when ah get mah hooves on them." AJ groaned wading through the mass of hay trying very carefully not to collide into any sharp tools that may be hidden.

*faint music heard*

AJ swivels her ears about, stopping in her tracks as she listens to an unfamiliar tune being played. "What in the world?" She starts as she takes a step to the side turning around toward the door, but her hoof meets a rake as it comes down to the ground.

*THWACK*

"And ah'm coming home toniiIIIIIIGHT!" Midnight stops playing abruptly as the air is suddenly filled with many familiar curse words that he didn't think the ponies of this world knew. He turns to his side looking over the edge of the cloud toward the ground seeing an orange pony screaming as they stomped out of a barn, throwing their hat down, then began to stomp the shit out of said hat.

"Damn, AJ is fucking pissed." Midnight laughed as his hoof gently fell over the strings of the guitar. The sound catching the young mares attention as she looked up directly at Midnight.

Midnight gave a sigh placing the guitar onto his back between his wings, then jumping off the cloud to glide down to the earth below. He landed a few feet from AJ who was now picking up her mangled hat and dusting it off before placing it back on her head.

"Ya alright AJ? I heard some mighty fancy words a minute ago coming from ya." He smirked seeing her blush, pulling her hat over her face.

"Ya really heard that?" She whispered in embarrassment.

"I'd be surprised if some of Ponyville didn't hear it." He laughed causing her to roll her eyes at his comment.

"Well, ah'm just glad Granny is in Appleloosa with Applebloom and Big Macintosh. Ah'd hate teh have them hearing mah potty mouth." AJ sighed as she headed over to a water spicket and began to pump it a few times pulling water from the well below. As the water rushed out she soaked a bandana and placed it on her left eye giving a sigh as she trotted over to the porch of the house taking a seat on the steps.

"I'm guessing that your vivid vocabulary was part of why your holding a wet piece of cloth to your eye, am I right?" Midnight smirked walking over and sitting down on the other end of the steps.

AJ removed the cloth letting midnight see it. He gave a slight hissing sound seeing her eye begin to puff.

"Ooooooooo thats guna be a good shiner." Midnight chuckled.

"Yea, and ah have yer nieces teh thank fer it. Dern fillies made a downright mess o'mah barn. Guna take me a week teh clean it up an find all the tools under all that hay." AJ groaned replacing the cloth onto her eye, wincing as the cool water touched the sensitive swelling socket, she looked over to Midnight for a moment seeing the guitar on his back, giving a smirk.

"Whats with the guitar?" she drolled out in her southern tongue.

"Huh? Oh, I guess you didn't hear. I have a job playing at the Cathedral in Canterlot." He gave a disheartened smile.

"Wait a sec, was that you playing a few minutes ago?" She asked squinting her eyes at him accusingly.

"Yea, I was up top playing. Why?" He asked but stopped as she pointed an accusing hoof at him.

"You done made me black meh eye!" she yelled.

"What?! How did I do that?" he asked backing away slightly from the angry earth pony.

"Ah was in the barn trying teh find mah pitchfork when ah heard a tune a'playing. I turned around to head outside teh see who was playing an stepped on a darn rake." She snapped.

*pffft*

*giggle*

*PFFFFFT*

*PFFFTT HAAAAAAAAAAAAAAAAAA HAHAHAHAAAAAAA* *Deep breath* BWAAAAAAAAAHAHAHAAAAHAAAAHAAAAA *Weeze* *cough cough* *deep breath* AAAAHH HA AAAAH HA HA HA HAAAAAAAAAA!

Midnight burst into a fit of laughter falling onto the ground as tears rolled down his face from laughing so hard. AJ on the other hoof was turning red from not only embarrassment, but anger slowly peaking as it boiled to a point.

"Why ya dern fool." She growled as he jumped up still laughing and running away as she took chase. He kept running away laughing his tail off, he extended his wings but couldn't take flight from how hard he was laughing so he just gave up falling to the dirt and covering his head with his forehooves to await the severe beating he was about to get from an angry orange earth pony.

AJ caught up with him finally, watching as he covered his head up but kept laughing, his wings sprawled out and twitching from every laugh he spewed out. AJ's glare soon began to crack as she watched the Alicorn laughing hystarically on the ground awaiting his punishment.

*Hmmmmmhm hm hm hm* She kept her mouth closed trying to keep in her laughter.

*Pffft* heh heh.

After a failed attempt at keeping her laughter in check she fell to the ground laughing as well.

The two ponies lay there on the grass laughing for a good five minutes before calming down.

"I'm sorry AJ, but I never expected a pony to step on a rake and it black their eye. That has got to be the funniest thing I have ever heard, MAN I wish I could have seen your expression once you realized what had happened." He continued chuckling.

"Well ya sure dang heard it." She grinned causing another fit of laughter to erupt from the both of them.

"Alright alright, heh heh, I'm sorry for laughing. Why don't I heal that for ya so Big Mac don't hunt me down and stomp a new mud hole in my flank." Midnight laughed as his horn glowed a gentle green, an aura of the same color surrounding AJ's bruised eye as it slowly began to heal it.

After a few minutes her eye had been healed, she gave a few blinks looking around then to Midnight. "Thanks. But ya still got a punishment coming fer making me heh do that heh heh."

Midnight face hoofed for a moment as he asked. "So what's my punishment?" He sighed.

"Ya get teh play me a few songs." She smirked.

"I should have known." Midnight groaned as he picked up his guitar that had been tossed aside to prevent it from being stomped into his backside.

"So what ya wana hear?" He smirked as his horned glowed plucking a few random notes.

"Well, how 'bout a country song from your world. Ah done heard'em all here in Equestria." AJ smiled as she found a seat under a large apple tree leaning back onto it.

"I think I know the perfect one." He smiled as he began to play.

As the song ended AJ gave a big smile. "Now that's what ah call music. How many other songs ya know?" She smiled awaiting him to sing another song.

"Heh, yer guna make me keep this up aintcha?" He smirked speaking a little more in his southern accent.

"Eeyup." AJ grinned causing him to laugh.

"Alright but just one more." He said as he strummed the guitar a couple times as the song began.

The song ended as AJ blushed looking at the Alicorn. "That was a might, different." she paused trying to find the words.

"I know. It was the first country music video I had seen that had a futuristic look to it. Threw me off completely the first time I watched it." Midnight laughed.

"That's not really what ah meant sugarcube." She said giving a blush.

At that point the gears in Midnight's head began to turn. The little hamster running on the wheel gave out, having a heart attack as he finally came to realization.

"Oh...... Oh!..... OH! I'm so sorry AJ. I just picked a random song from a list of my favorites. I wasn't really mmmmmMPH!"

Before he could really explain himself AJ moved in for the kill. Kissing him hard. Midnight of course was stunned, but not as much as he normally was when it came to his particular thing. He had grown accustomed to quite a few forward ponies, and he was of course a slut.

"Women, my only weakness." He thought to himself as he laid back onto the soft grass letting AJ kiss him.

After a few minutes AJ gave a slight pant looking into his eyes. "Well pardner, how about we head into the barn and have a roll in the hay." She smirked placing her hat onto his head. He felt a cool sensation run over his body. He looked up to the hat smiling.

"So you've been wearing my Hearthswarming gift this whole time?" He chuckled causing her to blush as they stood up heading into the barn.

"That hat is probably the best present ah ever got." She smirked closing the barn door.

"So a roll in the hay huh?" He smiled jumping up and into the hay, he looked back almost as if in slow motion as AJ's began to yell for him to stop.

*TTHHHHWWWWWWAAAAAAAAAAAAAACK* *snap* *THUD*

AJ face hoofed looking at the now swelling knot appearing on the side of Midnight's head. AJ picked up the remains of the poor rake that had cracked over the side of his head tossing them into an empty barrel. She gave a snort as she let out a scream.

"AAAAAAAAPPLLLLLLEEEBLOOOOOOOOOOOOOM!"

"Ugh.......... What hit me?" Midnight groaned as he opened his eyes looking around.

"Just stay still ya hard headed fool." AJ said as she pressed an icepack to Midnights head causing him to hiss in pain.

"I swear, when am I going to learn that anytime I'm about to have fun with one of you girls, I need to prepare for and endure LOTS of pain." He chuckled, but quit as the knot on his head throbbed with each laugh.

"So what hit me?" He asked looking to AJ.

"A dead rake that managed to give me a shiner." She giggled.

They looked each other in the eye for a moment before bursting into laughter.

"You have got to be kidding me?" He laughed but began to laugh harder as AJ dug the broken rake from the barrel she had tossed it into.

"Here's the culprit." She said tossing the broken rake to his side. He gave it a look still laughing.

"It's amazing that such a simple tool can cause such chaos." He said as his laughter began to calm.

"Yea, it's a might shame the thing broke over yer thick skull." She chuckled trotting over and laying at his side.

"At least my thick skull saved my brain from that zombie rake." He laughed moving a little closer.

"Heh, zombie rake." AJ chuckled before kissing Midnight again.

After an hour of vigorous rodeo riding the two ponies lay in the hay in the barn covered in sweat, both smiling as they lay together.

"Now ah gotta admit something. That was by far the best ride I have ever had. To bad it had teh end after just an hour." She looked up to Midnight giving a smirk.

"Damn girl, are you serious?" Midnight laughed.

"Sugarcube, ah'm a earth pony. I make up in dexterity what ah lack in magic an being wingless. If ya ever get the chance teh watch an adult flick with just earth ponies. You'll know what ah'm talking'bout." She giggled.

Midnight lay there for a moment before a big grin spread across his face. "So you know what porn is and have seen it?"

AJ turned white for a moment before bursting into such a bright shade of red it would have made a Red Delicious jealous of the shade.

Midnight chuckled watching AJ get up and heading to the door without a word.

"Awwwww. Come on AJ I was only picking." He said getting up and trotting after her.

*thwack*

"AAAAAAHHHH!!! SON OF A BITCH!"

*THUD*

*OW OW OW OW FUCK OW OW OW OW DAMMIT OW OW OW OW OW and just fucking OW!" Midnight fell over vigorously rubbing his front right legs shin.

"Looks like Mr. Rake claimed a final victim even after he was broken over that hard head o'yers." AJ laughed rolling on the ground in tears as Midnight groaned at the pain and giving AJ the stink eye.

*snort*

"Fine we're even." He laughed standing up and hobbling out of the barn, looking to the ground and watching every step he made. This only resulted in AJ laughing again as they made way toward the farm house.

"Come on in Sugarcube, Ah'll patch ya up." Aj smiled opening the door as Midnight shrank to enter the house.

"Heh, no need for that really." Midnight grinned following her inside anyway, his horn glowing softly as a green aura surrounded his bruised shin.

"Ya know what ah meant." She laughed heading toward the kitchen, then after a few moments bringing out a couple pints of hard cider.

"Cider? and at noon as well? I'm shocked" Midnight grinned giving his best Rarity impression only to make AJ snort while laughing.

"Ya know ya can play her off pretty good." AJ grinned for a moment until Midnights body began to glow. She watched as his form slowly shrank to that of Raritys

"You mean like this darling?" He smirked giving a little prance.

"Ok now that's just creepy." AJ laughed cocking a brow as Midnight returned to his normal form.

"Maybe, but you wouldn't believe how well it works with a prank." Midnight smirked.

AJ gave a grin taking a sip of her hard cider. "Do me then." She laughed.

"I thought I already did." Midnight grinned causing AJ to punch him in the arm. "Ow, alright alright." He laughed as his body glowed from the magic his horn was eminating. His form slowly shrank but his horn stayed. He placed AJ's hat back on his head to cover the horn giving her a smile.

"Well howdy pardner." He spoke mimicing her southern droll.

"That is jes to cool." AJ smirked walking around him to see if there were any flaws. She stopped looking at her doplgangers cutiemark.

"Thas not mah cutiemark" She droned.

"Yea, ah aint got the hang of trying teh change ma cutiemark jes yet." He spoke.

"Ya know ya can jes create an illusion of it right? Ya know also that ya caint change the mark itself. Twilight knows the illusion spell, ya should ask her. An another thang. Ya better not be pranking nopony while in mah form. I'll buck ya three ways from Sunday if ah find out." AJ smirked giving him a glare.

"Yes ma'am." Midnight saluted tossing AJ her hat, letting it land perfectly onto her head..

"Alright ya dang fool, get yer keister outta here, Ah got work teh do." She laughed watching Midnight change back into his original form, going outside and taking flight back toward Ponyville.

64. Let the prank war's begin!

Midnight was making his way back to Ponyville while thinking of some pranks to pull on some of his friends. It had been a while since his previous prank war and felt that it was time to pull a few new pranks on some unsuspecting ponies. He stopped for a moment, landing on a cloud that floated not to high above Ponyville. Rubbing his chin in thought he began to devise several plans on who to prank and what to do. But first her needed that illusion spell from Twilight so that he could make the illusion of a cutiemark from another pony on his flank.

"What would be a good prank to pull on the girls?" He hummed in thought looking down at the small town from his cloud perch. As he was thinking though he noticed an unfamiliar face trotting through Ponyville, and to top it off, it was an Alicorn.

"That's a bit strange. I thought Tia, Luna and myself were the only Alicorns in Equestria. I wonder who this one is." He spoke to himself watching the pink Alicorn as she trotted toward the library.

After a moment, the Pink Alicorn made her way to the library, entering it after knocking. Midnight rose to his hooves diving off the cloud, gliding toward the same spot. "Well, at least I can find out who this pony is and ask Twilight about that spell as well." He smiled as he landed softly onto the dirt just a few yards from the library. He trotted up to the door giving a knock.

"Come in, the library is open." Came Twilights voice from inside.

Midnight with the use of his magic entered into the library speaking as he entered. "Hey Twi, I came by to see if you knew about a spehehawa............" He trailed of in a stupefied manner seeing the pink Alicorn up close now as she looked over at him in slight shock. Although Midnight knew this Alicorn had entered the library, he had not gotten a good look at her until that moment. The hamster running in its wheel inside Midnight brain suddenly tripped, getting its foot caught in a hole in the wheel it was running and and proceeded to spin along with the already fast moving wheel.

"Midnight? You alright?" Twilight asked waving a hoof in front of his face as he stared at the pink Alicorn causing him to snap back to his senses.

"Huh? Oh...... yeah, I was wondering if you had a spell book on illusions. He said as his eyes still never left the Pink Alicorn who was now walking back into Twilight's study room downstairs. As soon as she left the room, Twilight had returned with the book in question to Midnight but was suddenly snatch up as Midnight held her close to his face staring into her eyes as he spoke.

"Who was that?!" He squeaked as his vision glanced back to the doorway to see if the Pink Alicorn was going to come back out.

"Who? Cadence?" Twilight sputtered for a moment watching Midnights reaction.

"Cadence? That pink Alicorns name is Cadence?" He squeaked again.

"Y-yes, She's my sister-in-law." Twilight added causing Midnight to pause for a moment before starting again.

"Sister-in-law? Wait, you have a brother? Why don't I remember that?" He asked as he dropped the startled unicorn to rub his chin in thought.

"I think you met Shining armor only once before. I don't think you two were properly introduced though." She said picking herself up from the floor.

"Hey Twi." He began.

"Yes?"

"Is Cadence in an open relationship with your brother?" He asked flatly.

"WHAT THE HAY MIDNIGHT!" She shouted throwing the book she held in her magical grasp at him walloping him upside the head.

"OW! WHAT?! WHAT'D I SAY?!" Midnight said back peddling from Twilight as she snorted at him.

"You lecherous......... no good....... I can't even think of a word to describe you right now." Twilight shouted stomping toward him.

"Is something wrong Twilight?" Cadence had reappeared from the room she had went into looking at the scene before her.

"It will be once this big jerk apologizes." Twilight grumped pouting her lip out while furrowing her brow in anger.

"Sorry Twi, it was just a question. I didn't think it would upset you." Midnight said looking from Twi to Cadence giving a nervous smile.

"Really Twi? What could this............ Wait a sec. You're an Alicorn?" Cadence eyes went wide in shock for a moment looking at Midnight.

"Yes and he is about to be turned into a rat." Twilight's horn lit up as she prepared to attack.

"OH SHIT!" Midnight yelled before teleporting away just as a beam of magic went through the spot he was previously in, reappearing behind Cadence with a snap and flash of light.

"Twilight Sparkle!" Cadence yelled causing the purple unicorn to recoil. "Stop that this instant. I am sure that just a mere question does not call for such violence. What did he ask to make you so angry?" Cadence asked looking from her to Midnight.

"He asked if you were in an 'open' relationship with my brother." Twilight said flatly.

"Oh.......... Oh my..........." Cadence began to burn a bright red through her pink coat, from a blush that was rapidly taking over her entire body. "Why would you ask such a question?" She gave a nervous laugh looking to Midnight as Twilight stomped over taking a seat next to Cadence on the floor.

"I'm sorry, I just asked because........... well.............. I find you attractive................. and I'm in an open relationship with my fiance." Midnight gave a sheepish smile, but stopped seeing Twilights horn glowing again.

"Now hold on a second!"

*ZAP*

Midnight blinked a couple time looking up at the now giant ponies in front of him. Twilight picked him up using her magic making him squeak out in fear.

"Twilight!" Cadence spoke out in an authoritative tone glaring down at the purple unicorn.

"He deserved it!" She grumped pointing her nose in the air away from Cadence in defiance.

"Change him back." Cadence smirked.

"No." Twilight snapped back defiantly.

"Don't make me tell your mother." Cadence smiled giving a wink to Midnight as he floated helplessly in Twilights magic.

"Go ahead. She can't ground me anymore." Twilight smirked.

Cadence gave a sly smile to Midnight as she began again. "Spike? Are you here?" she shouted.

little claw steps could be heard as the baby dragon walked into the main room of the library. "Yea, whatsup? Oh! Hi Cadence, it's been a while." He smiled walking up to her then stopping as he noticed the floating rat being held in Twilights magic. He pointed to the rat as he looked at Twilight. "Uh?"

"Spike, I need you to take a letter." Cadence smiled causing Twilight to gasp.

"You wouldn't!" Twilight growled.

"My dearest cousin." Cadence began as Spike began to scribble on the parchment.

"UGH! FINE!"

*ZAP*

Midnight appeared with a thud, upside down on the floor, his eyes rolling around in his sockets as he gave out a low groan.

"Ooooooooo that sucked." He let out as he turned upright shaking his head.

"Now for you." She spoke to Midnight as she waved Spike away with a hoof.

"Huh?" Midnight said as Cadence drew nearer to him causing Twilight to gasp watching the two.

Cadence leaned up whispering into Midnights ear. "Play along, I haven't played a prank on Twilight in a while. I feel like making her squirm a bit."

Midnight gave a very sinister grin for a moment before letting it disappear as she pulled away.

"To answer your question Midnight, Yes, Shining armor and myself are in an open relationship." She smiled circling the dark Alicorn, looking him up and down.

Twilights eye twitched as she listened and watched.

"Really? Well then, I guess that makes two of us. Are you doing anything this evening?" Midnight smiled watching the Pink Alicorn give him a wink as she rounded him then looked to Twilight who had a look of horror on her face.

"I don't have any plans, why? Did you have something in mind?" She smiled innocently to him.

Spike looked at the two severely confused and decided to go back to what he was doing prior to Cadence asking him for assistance.

"I was just thinking of maybe a nice dinner and some wine. Maybe a nightcap if you're feeling up to it." He grinned but stopped as Cadence looked to Twilight with worry, his vision falling on her as well.

"Twilight?" Cadence began but stopped as Twilights coat turned a blistering white, her eyes erupting into a red color and her mane and tail turning into a fire much like Midnights.

"I don't care if you tell the princess Cadence, I am going to turn that horny Alicorn into a rat and feed him to Owlilicious." She shouted as her horn erupted in a magical glow.

"So I was thinking about what you said earlier Dashie and............" Pinkie trailed off speaking to Rainbow Dash as a screaming could be heard from nearby. The two prankster ponies looked to each other then to down the street as a cloud of dust and flames were racing toward them screaming.

*aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaahhhhhhhhhhhhhhhh...................................* the scream trailed off as Midnight made a mad dash down the street, his feathers and backside smoking from being singed.

Pinkie looked to Dash and she to her before they heard a loud blast from down the street. They looked toward the area Midnight had run from seeing a white, orange and red blur bust past them.

"COME BACK HERE YOU PERVERT!" Twilight yelled as she chased after him.

"I think Midnight just stepped in it this time." Dash giggled watching Twilight bolt down the street. Several loud blasts and screams following as Midnight bolted back down the way he had came.

"WHY GOD?! WHY MEEEEEE HE HE HE HEEEEEEeeeeeeeeeee..........." He shouted as he ran by smoking even worse as he bolted by, the feather all but singed off as he became a dot at the end of the street.

"Uh....... I think we should help him. He seems to be a little worse for wear." Pinkie said as they heard a low hum that quickly turned into a raging gust of wind as Twilight flew by them in a roar of fire.

Midnight had run back to the library, in his panicking state his magic became useless and since his wings had all been singed, he was now grounded. Cadence rushed to him as they heard a loud boom com from the end of the street, looking down the path he had come from he saw a roaring flame heading toward him. He gave a defeated sigh pulling a blindfold out from thin air and wrapping it around his eyes. He stood up straight as he face toward the oncoming doom that was a severely pissed off Twilight.

"What are you doing?" Cadence asked as she watched Twilight barreling down the street at them.

"Accepting my fate." Midnight cried. Cadence face hoofed as her horn began to light up with magic.

Just as Twilight was about to run into Midnight, she stopped frozen in the air, halted in a pink glow. Cadence walked over in front of Twilight who was glaring at her with untold fury.

"What are you doing Twilight?" She asked looking her in the eye.

"I'm trying to teach that little pervert a lesson." She snorted fire looking at him.

"Twilight, I think you have done enough." Cadence gave a soft smile.

"No way! I am going to..........." She stopped as Cadence moved from her vision pointing toward Midnight.

"Look at him. I think he has learned his lesson."

Midnight stood there shaking as he awaited the onslaught of pain from the dreaded mare TWILIGHT SPARKLE! His eyes covered with a blindfold as he stood there.

"Besides Twilight, It was just a joke anyway." Cadence giggled looking at Twilight who had a look of shock on her face.

Midnight lifted one side of his blindfold for a moment as he heard talking and didn't feel the pain he had expected.

"You mean you two PLANNED this!?" Twilight growled looking to Cadence who back peddled slightly.

"Come on Pinkie, we gotta get to Midnight before............." Rainbow Dash trailed off as she heard screaming again. Pinkie stopping beside her after a few seconds listening to the screams as well. They stepped to the side of the street as two ponies rushed past them screaming. One the dark Alicorn Midnight, and the second, a now slightly singed Cadence.
After a few seconds Twilight bust by on fire as she chased them down in a fiery blaze.

"Uh, I don't think we can help them now." Pinkie said as they watch Twilight explode on the two with untold fury.

"Oh God............ remind me again why we played that prank on Twilight?" Midnight groaned looking over to Cadence from his hospital bed through his bandage covered head.

"Ow! I thought it was a good idea at the time. She used to take pranks so well. I guess when it involves her brother though, she becomes an evil far greater than anything that has existed." Cadence groaned as she tried to move to find a more comfortable position in her hospital bed.

*Knock knock*

"*groan* Come in." Midnight spoke out in pain looking to the door.

Cadence and Midnight both gasped in horror, starting to shake as Twilight entered the room in her normal purple form.

"Ok you two. Have we learned our lesson?" She spoke out authoritatively.

"YES MA'AM!" They spoke in unison not daring to look her in the eye.

"And we will not be pulling anymore pranks on me now will we?"

"NO MA'AM!" The spoke again.

"Good." She smiled as her horn began to light up with magic causing the two Alicorns to sink back into their beds with a whine, but stopped as they felt a tingly feeling covering their bodies. Their injuries slowly beginning to heal. They laid back with a sigh as Twilight healed them.

Midnight and Cadence had made it back to the library with Twilight. Both of their heads hanging low as they walked.

"Twillie?" Came a voice from nearby as a white unicorn with a blue mane and tail approached them.

"Shining armor!" Twilight spoke happily as she ran up to her brother giving him a nuzzle.

"Uh....... Whats with them?" He asked looking back to Cadence and Midnight who quickly recoiled as Twilight looked back to them with a glare then turning back to her brother with a smile.

"Nothing, they just needed to learn a valuable lesson." She smirked looking back to them. "And what is that lesson?"

"To never prank Twilight when it involves her brother." They both shouted in unison standing at attention.

Shining armor face hoofed as he followed his sister into the library. Midnight leaving as soon as Twilight lost sight of him and Cadence following behind her husband Shining armor, silently cursing the deserting Alicorn as he fled.

65. Avoiding the purple DEATH!

It had been nearly a month since his incident with Twilight and yet Midnight was still trying to avoid her at all costs. She had come by Rarity's boutique to see how he was doing but as soon as Midnight saw her he teleported away. This happened on several occasions. Once in the diner as he was eating, once when he was playing with the Cutie mark crusaders in the park, and once while he was talking to Celestia when she visited Ponyville. Twilight was starting to get angry that Midnight would keep avoiding her but soon realized not only how she hurt the Alicorn physically but emotionally as well. Even Princess Cadence seemed to shy away from her. But Midnight had just turned chicken shit and ran every time he saw Twilight.

Twilight was making her way home, her head lowered to the ground as she walked silently, her ears lay back in shame as to what she had put her friend through. Yes it had been a joke on their part, but she felt what she did at the time to be right, only later realizing that not only had she passed the line of being to far, she had encircled the globe to pass it a second time just to prove her point.

As she finally made it back to the library, walking through the door. She noticed a certain ivory pony getting a small stack of books from a certain swooning purple baby dragon.

"Rarity?" Twilight spoke catching her attention.

"Oh Twilight darling. I just stopped by to grab a few...... books." She gave a nervous smile looking to the purple unicorn.

Twilight cocked a brow trotting over to her, taking a look at the books that she held in her magical grasp. She gave Rarity an accusing look as she began.

"You've already read these books Rarity." She sad flatly causing the ivory pony to laugh nervously.

"Oh but I just felt like reading them again darling." She smiled again looking to the library door then back to Twilight.

Twilight gave a sigh as her horn glowed taking the books from Rarity's grasp and placing them in a neat pile to her side. She looked to Rarity with a softened expression.

"Please tell Midnight to come to the library himself to pick up the books. I need to have a word with him." She said as she trotted by the confused white pony and into the kitchen. Rarity blinked a couple times looking to Spike who just gave her a shrug before picking up the books and taking them to be shelved again.

"But darling, Twilight asked to speak to you. You're acting like such a foal about all this nonsense. Just go speak to her. Please?" Rarity asked the pacing Alicorn as he was wearing grooves into the floor.

"I can't doll. I might have played a joke on her but she just went to far in retaliation. She honestly hurt me to the point where I thought I was going to die. Even the Shadow we fought together didn't cause me that kind of fear when we fought. I........... I don't think I can ever look her in the face again after what she did." He sighed lowering his head as he spoke.

Rarity lowered her head giving a slight pout, she walked over to the door using her magic to hold the bell so it didn't make any noise as she opened the door letting Twilight inside. Twilight's horn glowed as she latched onto Midnight as she spoke causing him to tense up, his horn already starting to glow but canceled as Twilight's magic took control.

"We need to talk." Twilight spoke softly yet firmly toward Midnight as she turned him around looking him in the eye as she could feel him struggling against her magic to break free.

"Please just listen to me for a moment." She said as she let Midnights mouth move to reply.

"NO! Stay away from me. You really did hurt me Twilight Sparkle and I am beyond forgiveness at this point." He snorted glaring at her as he continued to try ans escape.

Twilight's eyes began to well up as she looked up to the struggling Alicorn, tears began to stream down her face as she watched him glare at her. She lunged forward releasing her magic and grabbing around his midsection holding onto him with all her might.

"PLEASE!?........................please................" She trailed off causing him to freeze at the hold he was in. He looked down at Twilight as he felt her shaking slightly as she breathed.

"Twi........." Midnight trailed off looking down at her feeling her tighten her hold on him as if he was about to vanish into thin air again.

"Please................... even if you don't want to be my friend................ even if you don't want to talk to me.................. even if you don't want to see me ever again................. please............ just listen to what I have to say.................. then you can leave if you want................. just please................ hear me out?" She sobbed.

Midnight gave a defeated soft sigh as his tension left him. he eased back down sitting onto his haunches as he listened to her. Rarity watching from the other side of the room.

"I.........I know you must hate me for hurting you like I did. I know I went to far and I'm sorry for that. I am more sorry than I have ever been at this very moment. You have always been there for me when I needed you, even through the small petty stuff, and even when we fought together against the Shadow Hunter. You have save me from death before and been by my side at all times through thick and thin. I know that I went to far on retaliating against you and Cadence when you pulled that stupid prank." She sobbed. "And I'm sorry. I honestly cannot put into words how sorry I am for doing what I did to you. Friends don't do that to each other. Especially not ones who have been there for each other like we have. If you could ever find it in your heart to forgive my stupid actions. I'll do anything............... Please.................... please....................."

She fell to the floor in a heap as tears streamed down her face. Midnight, now loose from her grasp was free to do what he wanted but stayed there for a minute as he thought of what his answer would be. The silence was long and deafening as all that could be heard was Twilights gentle sobs. Not of sorrow, but of fear of loosing the one friend she had grown to love over time. Not merely as just a friend, But as someone she could count on for any given situation. Someone she could confide in when she truly needed somepony to talk to or to help her. Somepony she looked up to as not only a friend and mentor like Celestia. But as something more.

Midnight gave a final sigh causing Twilight to tense up as she pulled herself from the floor. Her gaze slowly climbed up the dark Alicorn as her eyes latched onto his. Her vision blurred from tears as she gave a soft whimper seeing his mouth begin to move.

"Twilight, I.......... don't know what to say. I know that you must feel terrible now from what happened but that still doesn't change the fact......" He stopped frozen as Twilight yelled out.

"I LOVE YOU!" She shouted pointing her vision to the floor as she shook out of pure fear. Her entire body trembling as she spoke again in almost a whisper. "I love you............" She trembled falling to the floor in a heap.

Midnights eyes went wide hearing the sudden confession. Rarity giving a loud gasp as her hoof moved to her mouth in shock.

Twilight slowly rose from the small puddle of tears that had left her eyes and accumulated onto the floor below her. She gave a soft sniffle as she weakly turned heading toward the door. "I'll.......... be going now." She whimpered.

Midnight had a look of shock on his face not knowing what to do. He looked to Rarity in askance. He knew their rules about the open relationship and having another mare as a marefriend or spouse was out of the question. However as he looked at Rarity she just gave a soft smile and nodded. Midnight needed no further words as his horn lit up pulling Twilight backward into his chest as he wrapped his arms around the tiny unicorn causing her to gasp out in surprise. He place his head gently to the side of her head as he spoke.

"I'm............. sorry as well............... And............ I have grown to love you as well............egghead." He smiled causing Twilight to give a sobbing chuckle as she turned around kissing him. Wrapping her forelegs around his neck and holding onto him for dear life.

After a short while and some cleaning up within the fells of conversation. All had been righted a the Alicorn now had two tender loving mares at his side. Although Twilights viewpoint on having an open relationship was still being re-ruled and reworded. Midnight could now say that not only did he have one of the most beautiful mares as his fiance, but also an additional marefriend who is the prodigy of the Sun Goddess herself. Life was about to get very interesting from this point forward, and there is no telling as to what would come of it.

66. A picnic with the new mare friend

It had been a couple months since Twilights confession to Midnight, and in front of Rarity no less. Midnight had performed at the Cathedral causing everypony to cheer loudly for his performance and even managed to sell a backstage ticket for a thousand bits. Although the concert was no sell out, roughly eighty percent of the tickets had been sold and his name had spread far and wide. Hopefully his next concert would be a sell out. However the funds from his concert had been placed into a savings account so that he would be able to rent the Cathedral at a later date. That alone would cost him a couple thousand bits.

Ever since Twilights confession though, Midnight had noticed a severe change in the her demeanor. She had released her courage and become far more open with the Alicorn. Being able to call him her colt friend was by far the one thing to make her that open with him. He however has found out far more about Twilight than he would care to admit. She had divulged her history to him, leaving no detail out. The first moment when she first felt something toward him. That alone took some guts as it wasn't from what he had done for her as to what she had seen. This nearly put Midnight in the floor laughing and made a purple unicorn turn red with embarrassment. However as time went on Midnight had to finally let Twilight know that even though they now had a special bond together, it would be best to learn about each other as time went on. This way it would be a never ending roller coaster and neither of them would become bored since they could not predict what the other would do.

Twilight argued that this was just an attempt to avoid the long drawn out conversation and he didn't want to get to know her. He on the other hoof, surprised the young unicorn to the point where she would submit to his idea of the roller coaster relationship with what he had done today.

"I swear Twi, you have got to be the slowest unicorn in Equestria when you have your nose in a book and something needs to be done." Midnight laughed as his magic snatched the book she was reading away.

"HEY! I was at a good part!" She laughed attempting to tackle the Alicorn but just ended up hugging him around the neck.

"You always say that when I take your books." He laughed tossing the book into his saddlebag.

"That's because every page of every book IS the best part." She smirked at him as her magic dug the book from his saddlebag.

"Anyway, we are almost to the spot I told you about. I still don't understand why you wouldn't let me fly you here." He said looking back to Twilight whose nose was deep within her book again. He shook his head with a sigh as they continued on.

"Well, if I had let you fly me here, one I would have gotten flight sick, and two, I wouldn;t have gotten to read this wonderful book." She smiled lowering the book to see the Alicorn trotting ahead of her. "HEY!" She shouted trotting faster to catch up to him.

"Well, this is the spot." Midnight smiled looking around at the huge open field of cattails that swayed in the wind. The Everfree forest far in the distance as well as a certain small cottage that belonged to a certain yellow pegasus. He trotted quietly over to a slightly worn spot next to a babbling brook with water as clear as the finest diamond. Along the small brook were wild flowers as far as a pony could see, along the bank. Small croaks of frogs and chirping of crickets could be heard as Spring had already started and the wildlife had come into full swing, being noisy, but pleasant to listen to.

Twilight's book was suddenly swept away from her again as this time, Midnight stuffed it into his own little summoning portal so that Twilight could not get it as easily. She had made attempts before in opening Midnight's summoning portals only to get a few nasty surprises he had set up so that she would learn a valuable lesson very quickly. Several attempts with little pranks set as a trap taught her to not only value another ponies privacy, but to also pay attention when it is asked of you. At times though while reading she found this hard to do but over the short couple of months they had been together, she was at the tolerance level of roughly thirty/seventy. Seventy percent of the time she would pay attention when asked, while the other she had her nose in a book.

Twilight blinked as the book disappeared and began to scold the Alicorn but stopped as her vision fell onto the scene before her. A blanket had been spread across the ground in the small worn spot next to the brook. A picnic basket lay open to the side as a generous meal was being placed onto the blanket. All around them sat three foot tall cat tails for privacy except for the are that had been cut so that they could view and listen to the babbling brook.

She moved forward to the edge of the bank looking into the brook, *splash* A small fish jumped from the creek into the air and landed with a flop into the water again. Twilight smiled before closing her eyes and listening to all the sound that were around her. The rustling of wind through the weeds. The water falling over rocks within the creek, frogs and insects noisily talking amongst themselves. It was the perfect setting for a picnic.

She trotted over, taking a seat onto the blanket as Midnight began to fix a small plate of food and pour a drink for her. However she still felt that Midnight was hiding something in regards to this picnic that he suddenly wanted to do. As he placed Twilights drink and plate of food in front of her she began.

"So exactly what made you want to do a picnic all the way out here?" She smiled taking a sip of some apple juice.

"Why Twilight Sparkle, I would think you of all ponies would remember what today is." He spoke as if hurt causing her to scrunch her face up in thought. After a minute she smiled but also turned a bright shade of red as she began.

"This is our two month anniversary." She said shyly looking to Midnight who smiled softly at her.

"That is correct my love." He smiled making her blush even more.

"I didn't think you would remember though." She smirked.

"Mwah? Forget? Perish the thought!" He said doing his best imitation of Rarity causing them both to giggle.

Twilight picked up a small sandwich as she began. "So what did you have planned for today other than whisking me away onto a picnic in the seclusion of this area?" She grinned taking a bite of her sandwich.

Midnight stammered for a moment while speaking in surprise. "W-well, I know its been a couple months since we have been together. During that time we have grown to know each other a lot more and have even slept in the same bed together many times. I remembered what you said about waiting until you were ready to take the final step and I have respected your decision." He was cut short as Twilight gave him a shocked look and an accusing glance.

"So you thought you would just bring me out here and woo me into a rutting session?" She snorted angrily.

"Believe it or not, no." He smirked causing her jaw to drop in surprise.

"I intend on waiting for you until you are ready. With something as important as our first time together I don't want to rush it. Especially since you're still a virgin. First times are something to remember and to cherish." He smiled.

Twilight smiled back, tears welling up in her eyes as she stood up and walked over to Midnight and knocking him over onto his back.

"What are you MMMMM!?" He was silenced as Twilight firmly kissed him, he slowly falling into the moment as Twilight lay at his side. They continued kissing for a good ten minutes. Breaking slowly giving a slight pant.

"You are such a tease." Midnight smirked hugging the purple unicorn to him.

"And you're just horny." She laughed causing him to chuckle.

"Hey, with all of these beautiful mares running around, you would be to." He smirked causing her to gasp in shock then punch him in his shoulder with her hoof.

"That is another thing we need to discuss. Our open relationship status. Since Rarity was generous enough to allow me into you're relationship with her. I will continue to allow you to have relations with her. However, I feel that you sleeping around with any pony that just wants a quick rut needs to be addressed." She began.

"So in short?" Midnight smirked causing Twilight to grump.

"IN SHORT, I would like it if you had far less relations with mares you don't know."

"Hmmmmmm. So you don't mind it as long as the number goes down?" He smirked.

"Considerably down." She added.

"As in maybe thirty?" He pressed a hoof to his chin in thought looking to Twilight in askance.

"I was thinking half of that, maybe less." Twilight smiled innocently.

"Hmmmmmm, tough demands from a pony who hasn't offered anything in return." He smirked causing her to blush brightly.

"W-what?! You expect me to offer myself to you in return?!" She shouted in annoyance.

"I never said anything about offering yourself to me sweetheart." He chuckled watching her blush even brighter.

"I was thinking more of you putting down a book when I ask so that I can talk to you without fear of a future misunderstanding." He grinned. "Sounds to me like someone's mind is in the gut-ter." Her laughed loudly watching as Twilight's entire body turned red with embarrassment.

"I-I-I-I-I-I-I-I" She stammered unable to find the words she needed to save herself, but was quickly pulled into an embracing kiss which she found far more relaxing than embarrassing.

"No need to explain dear, I know you're a closet pervert, but don't worry. I won't tell anyone." He smiled but began to laugh loudly as Twilight threw her head back yelling out in annoyance.

"UGH! I can't beat you can I?" She groaned as her horn lit up as a smile crept across her face.

"I know, it's hard to have a battle of wits with an unarmed pony HEY WHAT THE!" *KERSPLASH* He began but shouted as he was suddenly lifted into the air and dropped into the brook with a resounding SPLASH!

Midnight rushed to the surface taking in a deep gasp of air as he broke the waters edge. He had a look of shock as he watched Twilight rolling around on the banks edge laughing her flank off. She stopped for a moment looking to the disgruntled Alicorn but soon busted out laughing harder than before.

"What's so freaking hilarious egghead?" He chuckled.

"Hahahaaa those haaaahahahaa bubbles heheheheee." She managed to choke out pointing a hoof to the bubbles that were coming from around Midnight. He looked around seeing the bubbles coming from his backside in the water then realized what Twilight was laughing at.

"That has got to be the longest far......" She was cut short by midnight.

"HEY! You really need to get your mind out of the gutter." He smirked causing her to stop dead in her tracks from laughing only to glare at him.

"Let's was all those filthy thoughts away shall we?" He grinned as his horn lit up picking Twilight from the ground and bringing her close to him just a few feet above the water. She let our a loud shriek in surprise as she clawed for the ground only to watch as it pulled away from her ever so slowly and water replaced it beneath her. She turned her head to Midnight with a scowl across her face.

"You had better NOT drop me into that water." She demanded crossing her forehooves.

"Ok I won't drop you in." He smirked causing her to give a sigh of relief but then screamed as she was suddenly surrounded by water then was pulled out of the brook as quickly as she was put into it.

"WHAT THE HAY?! You said you weren't going to drop me into it." She yelled, trying to shake the cold water off.

"I didn't drop you into the water." Midnight smiled looking to her confused face.

"You see, THIS *DUNK* is dunking." He chuckled as she was plunged into the water again then was pulled back into the air.
"This!" Midnight stopped his hold of magic around Twilight letting her fall into the water with a resounding splash. "Is dropping you."

Twilight came up to the surface gasping for a breath. Her mane covering most of her face as her horn lit up to pull it away as she began to wade in the water. She looking to Midnight who was swimming around her, a trail of bubble following a soft glow behind him.

"You're a real smart flank you know that?" She giggled trying to hold a scowl on her face but failing miserably.

"And you are just impossible to please at times." Midnight grinned as he laid his ears back lowering himself into the water, circling the purple unicorn.

Twilight cocked a brow at Midnights sudden change. "What are you up to?" Twilight smirked watching as he circled her..

"Dun DUN." he spoke softly as his mouth skimmed the surface of the water.

"What?" Twilight asked still watching him.

"Dun DUN!" He spoke a little louder and faster. causing Twilight to realize what he was doing.

"No!" She began to giggle watching his circle tighten around her. "Stop it. Don't you dare."

"Dun DUN DUN DUN DUN DUN DUN DUN DUNDUNDUNDUNDUNDUN DUN DA DAAAAAAAAAA!" He yelled as he jumped from the water his wings spread wide as he glomped the giggling purple unicorn.

They continued playfully fighting in the water for some time until the setting sun told them it was time to head home. After climbing from the brook they shook off, using magic to hasten the drying process and to quickly put away the food they had managed to not eat during their picnic. As Midnight placed the items back into his saddlebag and the basket into the summoning portal, he pulled a few sandwiches from the basket before closing the portal.

"Hey Twi." She smirked as she turned around and he booped her nose with the sandwich. She grabbed ahold of it with her magic taking a bite.

"This has been a interesting day." Midnight smiled taking a bite of his sandwich.

Twilight looked up to him in between bites before asking. "How so?"

"It's not everyday you find out your marefriend is a closet pervert." He laughed taking off through the field. Twilight hot on his hooves yelling at him.

67. Birthday Shenanigans

"I can't believe I let you talk me into this Rarity." Midnight grumbled a little as they headed toward Sweet Apple Acres, he in the process of carrying an overstuffed set of saddlebags.

"Oh come now darling. You know you will just love it. Besides, it was your idea." She giggled, trotting happily at his side.

"I only meant it as a joke. Hell I didn't even know your world even KNEW about strippers. Hell, most of the populace is friggin nude anyway. Seriously though, what the hell?! I wouldn't even have thought that you girls could get off to a pony stripping, in front of you since you see them running around without them twenty-four seven." He sighed seeing Rarity grin at the thought of her fiance stripping in front of her. She gave a devious smile and giggle as she looked him up and down like a piece of meat.

"You know that's kinda creepy right? I know that we have rutted more times than I can count but seeing you eye me like that is just unnerving." Midnight shuddered slightly ruffling his wings.

"Don't be such a prude. You're the one who comes up with all these kinky ideas. I like to simply play along at times to see how shocked my friends can become without passing out from embarrassment." She smirked causing Midnight to laugh loudly.

"I'm beginning to think you're a sadist in disguise." He grinned evilly at her.

"Oh you have NO idea darling mmmmwaaaahahahahahahaaaaa." She let out an evil laugh giving the same evil smile Midnight was giving her. They both stopped on the path busting out laughing.

After a few minutes of busting a gut they had finished making their way to Sweet Apple Acres where Big Macintosh was waiting in the barn for them. They looked around before entering the barn to make sure AJ wasn't around, then closed the door behind them as they began to set up all of the supplies that Midnight had brought in his saddlebags.

"Ah caint believe yer actually gunna do this for mah sis Night." Big Macintosh sighed pressing a hoof to his forehead in disbelief.

"Why not, I'm sure you've done this for Shy before." He grinned causing the Red stallion to almost explode into a shade of red that only the deepest depths of the sun could muster.

"Now don't ya'll be gettin any ideas. Me'n'Shy are a couple sure, but that don't mean we do all kinds ah crazy stuff." He spoke in a flustered voice only causing Rarity and Midnight to chuckle.

"Why not? I mean you two are a couple after all right? You've been seeing her since I got you two those Hearthwarming presents. I'm still a little surprised by how forward Shy was when you asked her out. That totally blew my mind." Midnight smirked causing the earth pony to rub his withers in slight embarrassment.

"Yea, she is something else. Ah do love her like nopony ever could. I do owe ya fer helping us start out." He smiled.

"Think nothing of it. You two just needed a gentle nudge in the right direction to get started is all." Midnight gave him a wink causing him to smile again. "But if ya still think ya owe me some form of gratitude, then lets work to get all this set up pretty quick. I don't know how long Applebloom is going to keep AJ busy in town. That and Pinkie is supposed to be here now anyway." Midnight spoke looking around for the pink pony. "Is she ever late to set up.........." He was cut off as a Pink pony burst forth from a pile of hay nearby.

"HERE I AM!" Pinkie shouted causing Midnight to step to the side in surprise.

"THWACK*

"SON OF A BITCH! OW OW OW OW OW OWWWWW!" Midnight fell over as he stepped onto the broken rake that had staked its claim by breaking itself over his thick skull, then claimed his shin for the second time. He rubbed his shin frantically trying to make the pain stop while three ponies laughed at his plight.

Midnight stood giving a loud snort looking at the rake as he lifted it from the floor of the barn with his magic. "Ok Mr. Rake, you have claimed your last victim. I hope you have fun where I am about to send you." He smirked opening a small portal then tossing the rake inside before shutting the portal.

Big Macintosh quirked an eyebrow. "Where did ya just send it?" He asked looking around the barn expecting to see it somewhere..

"I put that evil device in orbit." Midnight snickered as he began to talk with Pinkie as she began to decorate the barn for the nights party.

"Orbit? YOU MEAN IN SPACE?!" Big Macintosh squeaked out in surprise.

Midnight turned back to him giving a chuckle. "Eeyup."

Big Macintosh stepped outside the barn looking up into the sky as a little twinkling light shot across the day sky. "Well ah'll be." He laughed as he thought back to how many times he had stepped onto that stupid rake which had given him a multitude of injuries. Including several bloodied noses, two black eyes, and one time being knocked out. He was lucky enough to avoid the shin damaged since it had broke over Midnights head. Now all he had to worry about is when AJ purchased a new rake and forgot it on the floor of the barn again. Hay and darkness make for a killer hiding spot for anything, even a psycho pathic rake hell bent on bloodying everyponies nose on the planet.

Some time passed as Pinkie finished decorating and the rest of the girls arrived ahead of schedule so that they could all surprise AJ. The barn had been decorated in an apple theme with red and green streamers strewn about the walls floor and tables. A small platform had been placed as a makeshift stage for tonights entertainment. Big Macintosh had decided to let Fluttershy know ahead of time about the events that would unfold in the later hours of the party which caused her yellow coat to turn as red as his. After the temporary heat exchange from the epic blush, Fluttershy had decided to make her way into the Apple families house just before the final show started so that she and Big Macintosh could have a pleasant evening alone.

Everything had been set up and now all that was needed was the birthday girl. They waited around, casually talking until they heard a few taps on the door. They froze as the lights went out just seconds before the door opened revealing a slightly curious Applejack.

"Now what in tarnation? I coulda sworn I just saw lights on in here." She spoke but gave a loud whinny of surprise as the lights flicked on and everyone shouted.

"SURPRISE!"

Applejack stood slackjawed for a moment before laughing. "I shoulda guessed ya'll was gonna throw me a party with the way Applebloom kept me in town all day."

"Well don't just stand there birthday girl. Get in here and party." Midnight laugh causing her to toss her hat to the side as she trotted happily into the barn. Applebloom left to go into the house, being warned that this party was not for little fillies.

The party started up quick in the normal Pinkie Pie Party fashion. The birthday cake had been setup and the candles blown out. Applejack had just turned twenty three and the candles on her cake showed that. Presents were given to which she laughed at a few of them, then almost fell over from opening an unnamed gift from an anonymous source. It was a giant replica of a horse dick. She had opened the box to find it filled with filling paper. She couldn't just pull out the paper so she dumped the contents onto the table next to the cake. It fell out of the box and flopped onto the remainder of the uneaten cake. Everypony except Midnight and Pinkie nearly fell over blushing furiously. The other two, well, they fell over laughing so hard it caused the others to burst out laughing. It was ruled that it had been a gag gift since nopony claimed responsibility for giving it and thus was temporarily made into a unicorn hat, a baseball bat, and various other items not relating to its original sexual nature.

After a couple hours of literally horsing around, AJ noticed the lack of a certain Alicorn in the barn and decided to ask the girls where he had went. Fluttershy upon hearing the question left the barn with Big Macintosh leaving just the five of the girls to the coming attraction.

They all ganged up onto AJ with some effort, tieing her to a chair and sitting her in front of the stage. The others took a seat behind her grinning like devils as the lights began to dim until the room was dark.

"What in the hay is going *click* ON?" AJ yelled out as several spotlights flicked onto the stage before her showing Midnight in a construction workers outfit, along with a big yellow hard hat with a hole placed specifically for his horn. A set of loose fitting brown pants. and a bright orange vest covering his upper body. AJ sat there, face burning ten shades of red as the music kicked into play.

He moved around in a rather unorthodox dance to the music, his horn alight with magic as he began to strip his clothing off piece by piece. First the helmet, which he floated over to AJ, then his vest which was tossed into the small crowd of girls who all tugged at it. then his pants which he literally ripped away revealing a bright green thong with two huge red apples placed strategically onto it. He wiggled his eyebrows at AJ before pulling the makeshift thong away and tossing it onto her snout. The girls were all laughing and cheering Midnight along until finally the show had come to a close.

Once the show stopped the girls untied the orange earth pony from the chair so that the ensuing wrath could commence. However, much to everyponies surprise she walked right up to Midnight, looked him in the eye for several seconds before tackling him into a pile of hay and kissing him. The girls erupted with laughter watching the two roll around for a few moments before separating. The party began to slow once the strip tease had been concluded, and a few of the girls giving the stallions flank a magical pinch.

"Alright girls, now that you have thoroughly embarrassed me to no end." The girls all giggled at this. "What now?"

"The girls all smiled to each other as Pinkie trotted over to a nearby hay bale giving it a kick, toppling it over to reveal a Hard Apple Cider Barrel.

Midnight laughed as he picked it up, pulling it over to him and popping the top of the barrel off to reveal the chilled beverage inside. He pulled some pints from a nearby table dunking them into the brew and hoofing them out to everyone.

He lay down onto a makeshift bed of hay smiling at the girls as they began to drink to their hearts content. AJ however was the first to notice that Midnight wasn't drinking and came over taking a seat next to him.

"Why aintcha drinking with the rest'o us?" She smirked taking a long gulp of the Cider.

"I figured that I would watch you girls embarrass yourselves now that my time in the spotlight is over with." He chuckled causing AJ to grin.

"Bah! These lightweights will be drunk as a skunk afor half the barrel is gone." AJ laughed catching Rainbow Dash's attention.

"Drunk as a skunk huh? I bet I can out drink you any day of the week." She laughed giving a determine smile getting right up into AJ's face. AJ shot back with a grin of her own.

"Oh really? Well let's just see about that." She chuckled as they trotted over to the table to set up the drinking game.

"Oh boy, here we go again." Twilight groaned plopping down next to Midnight with her drink.

"Again? You mean these two have done this before?" Midnight laughed looking from Twilight back to the two drinking ponies sitting at the table.

"Eeyup. And Rainbow Dash has never beaten AJ." She giggled as her first pint was finished off.

"The next hour was spent watching AJ and Dash being cheered on by Pinkie and Rarity. After the tenth pint Dash began to sway heavily before finally headbutting the table with an audible thud. Pinkie and Rarity cheered, AJ throwing her hooves up into the air shouting. "YES! I WIN AGAIN!" before gravity took over and she fell backwards in her seat hitting the hay covered floor, a loud snore escaping her as she lay there. The girls and Midnight erupted in laughter. That is until Rarity chimed in.

"Oh darlings. I feel a prank coming on." She giggled through her rosy cheeks as she sat her drink to the side.

Pinkie bolted over to her falling over giggling to the floor as she was drunk as well. She looked up to the ivory pony with a smile as she asked.

"What kinda prank?"

Rarity smirked waving everypony closer to her as she began. "Lets put Dash and AJ next to each other in the hay over there, along with this little monster." She giggled floating the gag gift AJ had gotten from the table nearby. "Then when they wake up they will see that they are sleeping next to each other and well, you know the rest."

They all laughed at the idea and began to move the two unconscious ponies over to the makeshift bed of hay. They all laughed for a minute before the affects of the alcohol began to fully take effect on them. Pinkie was the first to nod out on the table, her face slightly buried in cake. Rarity was the next to go who had leaned up against Midnight before falling asleep. Then Twilight at his other side. Midnight looked around the barn listening to the snores of the drunken ponies, he gave a soft chuckle as he lay his head down to go to sleep.

Morning arrived quickly, the crow of an annoying rooster sounding forth as the alarm clock for the farm pony, as it did every morning before. Midnight awoke with a start from the crow, giving a yawn as he began to wake up. As his yawn came to a close as he felt a slight pressure on his chest, That was when he realized he was laying on his back, his wings spread out and wrapped around Rarity and Twilight holding them close to him. His eyes focused on what was laying on his chest, Adrenaline hit him hard as he saw a fluffy pink tail laying across his forehead. He began to scream but held it in as he knew that Pinkie must not have known what she had done. His horn lit up as he took the pink pony and gently lifted her from him and placed her to his side. She gave a stretch, then a gentle scratch to her flank as she rolled over onto her back in the hay. Midnight stopped as he heard some chuckling nearby. He looked around to see Rainbow Dash and AJ standing there giggling like idiots.

"Serves ya right fer trying to prank us." AJ chuckled cocking a brow at the Alicorn.

"Yea, yer prank didn't work. We were both awake when ya put us together last night. I'm pretty good at playing possum." RD smirked to the Alicorn.

Midnight gave a soft chuckle as he lifted the two sleeping ponies from his wings and placing them next to Pinkie. He rolled over standing up and shaking the loose hay from his coat as he trotted over to RD and AJ.

"How about we let those three wake up instead and sit by to watch." He smirked causing them to grin evilly as well.

"That is going to be so awesome." RD laughed.

"I'll go get mah camera." AJ laughed as she galloped toward the house.

"Let's not forget this little monster." RD giggled pulling the giant gag gift from nearby as she gently placed it next to Twilight who immediatly began to cuddle it.

RD and Midnight began to softly laugh at the sight just before AJ came back into the barn with her camera. She walked over to the three ponies, then noticed what Twilight was doing and had to shove a hoof into her own mouth to keep from cackling like a maniac. She managed to barely contain herself before raising the camera up to snap a few photos. After a few compromising positions and many photos later they stowed them away for later as the day began to creep by.

Midnight laughed looking back to the three sleeping ponies. "They are going to freak when they wake up." he laughed.

68. In season? Or Death by Snoo Snoo?

Authors Notes: This chapter is nothing but adult themed. Although it isn't graphic. There are a LOT on insinuations regarding sexual material. But it's still good for a laugh.

The sun rose quietly through the morning sky as it broke over the horizon. All of the snow had finally melted and Winter wrap up had passed with the aid of a disgruntled Alicorn. AJ's birthday had passed by with some minor pranks and blackmail pictures, and the plants were beginning to come into full bloom. It was starting to head into spring as now it was almost mid April, and that meant only one thing.

*CRASH*

"Get him girls!" A mare shouted out as they chased a certain black Alicorn through the streets of Ponyville.

'Oh shit! Oh shit! Oh shit! Oh shit! Oh shit! Oh shit!' Midnight began to curse to himself as he sprinted along the ground in a panic from a small mob of mares. "Why in the hell was I not told the specifics about mares going into heat. Sure I don't mind rutting with any mare that wants to, but not when I can fucking knock them up. Oh god! Curse my gigantic loins and my will to fuck." He gasped seeing a small mob of ponies suddenly appear at the mouth of the ally he was running through. He stopped, breathing hard to catch his breath as he turn back to see another group advancing on his position. "DAMMIT!" He shouted looking back and forth as the two groups of mares began to slowly close in on him.

"Time for a new plan." he thought quickly as his horn began to glow brightly.

"CRAP! Get him before he..... *VORP* .....teleports." One of the mares said giving a defeated sigh seeing the empty spot before her where the Alicorn had just been.

"Alright girls, check the entire town. He has to be here somewhere." The young mare shouted getting a nod from everypony. They all broke up the group as they began to search for him.

"Heh, good luck ladies. I am NOT going to be easy to......"

"THERE HE IS!"

"FIND?!" He shouted as he was piledrived through the cloud he was was hiding on from a pegasus mare above him. They began to freefall toward the ground as Midnight opened his wings to slow their decent.

"LET GO!" He shouted trying to at least glide but kept tumbling head over flank through the air.

"I WANT TO HAVE YOUR FOAL!" She shouted as her grip increased around his midsection.

He managed to look down as the ground began to close in on him. His mind raced as his magic began to fill his horn. He risked a glance as the ground came speeding at him. *vORP* He vanished with the pegasus mare just a few feet from the ground.

*SNAP*

He reappeared in a flash of light above a small pond as his velocity carried him into the cold water with a loud splash. He looked around slightly stunned from the speed he had hit the water but quickly regained his bearings as he swam to the surface. The pegasus mare still tightly clinging to his waist giving a gasp as they broke the surface of the water. He swam for the shore doing the back stroke so that the young mare could still breath, however upon reaching the shore he began to pry the young thing from him.

"Seriously sweetheart, you need to let go." He spoke as she tried to bite his hooves as he tried to pry her loose.

"No way, I finally caught you after three hours of chasing you down. I'm in season and I WANT A BABY!" She yelled as her grip squished his midsection.

"Listen darlin, I am in a complicated relationship as it is, and I cannot afford to have the mass of mares to get knocked up by me. I'm sorry but I'm just not going to do this." He chuckled sitting down as his horn began to glow.

"Weren't you that human before?" She asked causing his concentration to break on using magic.

"Yes....... But what does that have to do with anything.

"Have you ever heard of pheromones?" She grinned loosening her grip a little smiling up to him.

"I have but what does that have to do with anything? Wait a sec." Realization hit him as he watched in slow motion as the mare let him loose, turned around and bucked him backwards onto the ground. His sense were knock for a loop for a second but suddenly returned as he looked forward seeing a plot pressed right to his face. He gasped for a second taking a deep breath and suddenly felt all light and happy. He looked forward seeing the most wonderful plot he had ever seen in his entire life pressed almost directly to his nose. His movements began to get sluggish as he smiled. Then as the mare pulled away turning around and coming forward to kiss him he shook his head to clear the fog.

"What the hell was that?!" He shouted in the mares face causing her to giggle.

"That, my dear, was one of your weaknesses finally coming into play." She smirked moving forward but suddenly froze as she watched herself being pulled away from the Alicorn in a field of magic.

"Sorry sweetheart. I'd love to stick around but I have to get home to my FIANCE." He emphasized the word fiance with gusto. His horn lit up as he released the hold on the pegasus then *VORP* teleported before she could reach him.

She stomped the ground in a fury, giving a loud snort as her wings flared out. "I'll have my way with you yet Alicorn."

*SNAP* Midnight appeared in Rarity's boutique in a flash of light and the snap of a whip. He looked around quickly to make sure that their wasn't any other mare around before giving a sigh and plopping down onto the floor giving and sigh of relief.

"Midnight? Is that you?" Rarity called from the other room.

"Yes, sorry it took so long. I had to do some hurdling and aerobics in town earlier to avoid a few crazy mares." He chuckled as he got up, heading toward the room Rarity was in. He rounded the corner and fell over in a heap staring at the sight before him. Rarity stood there in full lingerie, a rolled up whip in her maw as she wiggles her eyebrows at her lover.

"Oh God! Not you too?!" He Squeaked looking at her.

She stopped for a moment looking at the Alicorn with a puzzled expression. "What are you talking about darling?"

"I have just spent the last three hours running from a mass of in season mares. I am beyond tired at this point, and now I come home to find you dressed up like this. Please for the love of GOD tell me you aren't in season." He pleaded.

Rarity began to laugh loudly causing the Alicorn to whine. "Darling I will not be in heat until mid summer. I am beyond fertile at this POINT!?" She squeaked out the last word as Midnight swooped over to her and pulling her to him with his magic. He gave a sinister grin before kissing her passionately then pulling away to see her face in full blush.

"I hope you're ready for a marathon, because with as many mares that have been hot on my heels today to rut with them, and the thought alone of them all wanting to rut. I have got to relieve this tension the only way I can. By making you walk funny for the next week." He laughed causing her to gasp out, a smile spread across her face as they went upstairs after locking the boutique up and placing a magical seal on the doors so nopony could enter.

"Twilight, what's wrong with you? You've been acting weird for the past couple days." Spike asked as he watched the purple unicorn pace around the library, ever so often she would stop to place one of her back legs in front of the other and hiking her tail up slightly.

"I'm fine Spike, I just need to take care of a few things. Do you think you can run to Pinkies and grab a few things. I'll give you a few extra bits to get some gems at that nice new shop that opened across town if you do." She smiled at him innocently as he happily agreed, quickly getting the bits and running out the door. Twilight gave a lustful sigh as she was finally alone and could finally take care of a few things. She quickly made her way upstairs jumping onto her bed with glee, pulling out a romance novel, opening it to a specifically dotted page before.

*knock knock*

"CELESTIA DAMMIT!" She yelled into her pillow as she angrily pulled herself from her bed to head to the door.

*knock knock*

"I'm coming!" She yelled. "I wish I was anyway." She grumbled under her breath as she reached the door, replacing her grimace with a smile as she opened the door to reveal several mares who all began to look around the library through the door.

"Is Midnight here? We heard he was here." One of them shouted as they continued looking around.

"I wish he was, why in Equestria do you want to know though?" Twilight groaned, cocking a brow.

The three mares just blush heavily gently scraping the ground with a hoof each. Twilight normally pleasant demeanor took a nose dive as she lifted the three mares from the ground with her magic slowly pulling there faces to her as she spoke with so much ice behind her voice you could see the vapor of her breath.

"You listen to me you little sluts. You may be in heat and after a stallion, but THAT Alicorn is MY Coltfriend. If I so much as see you even look at him within the next month I will personally turn you into toads and toss you into Froggy Bottom Bog with the Hydra's. Is that perfectly clear?"

The three mares pupils went to pinpoints as they curled up tightly in fear together.

"Crystal." They spoke in unison just before Twilight released her hold from them and they ran off with their tails between there legs. Which with them in season was an astronomical feat.

Twilight gave a loud snort as she turn, gently giving the door a kick to close it as she began to walk back to her room.

*Twilight? Are you here? Oh there you are." Came another mares voice from the door as it was pushed open before it could fully close. Twilight dropped her head for a moment before raising it up again and whipping around with a scowl on her face.

"I thought I told you...........to.......... Oh hello mayor." She spoke sheepishly seeing the semi shocked expression on the mayors face.

"Twilight, I am guessing that you're experiencing the same problem as the rest of the mares in town right?" The mayor asked coming in and closing the door behind her.

"Problem?" Twilight asked, curious as to what she was referring to.

"I just received a letter from a friend in Manehatton saying that mares who were coming into season recently have been acting rather stranger than normal. They have become obsessed with finding a stallion to father their foals due to how strong the heat is. The letter went on to say that there seems to be some magical influence to the whole situation. Many of the ponies affected have even turned feral in so many words, chasing down stallions at random and literally making them do.....things to them." She blushed at the last part.

"Yea, it is becoming a problem for me as well. I haven't been able to think straight for the past couple of days, and it's only getting worse. I'm lucky enough to have a coltfriend but I haven't seen him all day. Did the letter say anything else?" Twilight spoke as her back legs ground together.

"There is one bit of good news. It seems that since this is a magical based heat, becoming pregnant with a foal is out of the question. But if a mare is actually in season when they are supposed to be at this time, they can become pregnant." She finished and watched as Twilight fell to the floor with a contented sigh.

"Thank Celestia! I'm not supposed to be in heat until late summer! Now where in the hell is MIDNIGHT!" She snorted as she let her feral instincts to mate take over.

"Twilight, I need your help with this. You're the only pony I know with the magic powerful enough to....." She was cut short as Twilight snorted at her as she passed her heading out the door with a lowered head.

"Can't talk now, Got to find my lover." She said as she left the library and the mayor standing there gawking.

*knock knock*

"I thought we turned the sign around on the door." Midnight smirked as he nibbled on Rarity. They had already been doing it for about three hours now and there was no signs of stopping anytime soon.

"*eep* We did, but *ooo right there* I wonder who would know that we are here." Rarity panted.

"I know you're in there! Get your well sculpted flank out her right now!" Twilight shouted from outside.

"Was that Twilight?" Midnight asked as he leaned away from Rarity but was immediately pushed down, his horn scrapping the wall just under the window.

"You stay there while I lean out the window to find out." She smirked as she straddle Midnights head and opened the window.. He gave a chuckle smiling upwards to the sight before him.

"Yes ma'am."

Rarity gave a shudder of delight just as she leaned forward slightly out of the window to see a pacing Twilight at her front door.

"Twilight darlING! Ahem, whAAt can I doOOO for you?" She spoke out in higher pitch as Midnight was making short work of her.

"Where is Midnight, I need to talk to him right now. Well I need more than to talk to him but anyway WHERE IS HE!?" She shouted giving a pant.

"He is RRRaather busy at the mOOOOment darling. OW!" Rarity pulled her head back in through the window for a moment. "NO BITING!" Before she reappeared smiling down to Twilight with a flushed face and slight pant.

"He's in there isn't he?" Twilight snorted as her horn began to glow.

"No not at *vorp* all?"

*SNAP* Twilight appeared in Raritys room with a loud snap looking to see Rarity leaning forward out the window as Midnight lay on his back beneath her, he tried raising his head from the loud snap but his horn caused him to get caught on the wall.

"Oh thank Celestia I found you Midnight. I need your assistance right now." Twilight spoke seductively as Midnight turned over and stood upright to face her. Rarity blushing profusely but stopped as she noticed that Twilight hadn't recoiled in embarrassment from seeing what she had seen.

"Twilight? Are you alright." Midnight spoke looking at her as she came up to him with a bedroom look plastered across her face, a slight pant coming from her.

"I will be shortly." She giggled before turning around leaning down onto her forelegs and hiking her tail as high as she could.

*FWOOSH* Midnights mane and tail exploded into a blaze of glory, his eyes going wide.

"TWILIGHT!? WHAT THE HELL!? When did you become so forward?............... Wait............ Are you in season?!" He whimpered pouting a lip out.

"No............ It has something to do with magic.........." She kept hiking her rear higher toward Midnight backing up uncontrollably. "The mayor....... got a letter from a friend in Manehatton............. said that the city........... was overrun with heat crazed mares.............. Sweet Celestia Midnight will you just FUCK ME?!"

"If its a magic instated heat then what about mares getting pregnant?" Rarity asked looking to Midnight as she pressed up against a slightly twitching Midnight.

"She said.............. if its not within my normal time to be in season............... I wont get pregnant.................My time......... is in late summer.............. it's late spring nOWWWWWWWWWWWWWW!" She squealed out as Midnight gave her a satisfying lick. She immediately fell over in a heap, a loud moan escaping her.

"Oh Celestia that was good." She twitch happily on the floor as she slowly turned over.

"Rarity, I think I might need a bit here. Would you mind giving us a bit?" He smiled back to her causing her to giggle.

"Of course darling, but do remember, this is her first time. Do be gentle with her." She laughed but stopped as Twilight tackled him to the floor kissing him hard only stopping for a moment to speak two words.

"Screw that!" She shouted as she began to take control of the situation. Rarity made a hasty retreat listening to the noise as she left, it only getting louder as she made it downstairs.

*6 hours later*

"SAVE ME!" Midnight shouted as he tried to drag himself out of Rarity's bedroom from the sex crazed mare that was dragging him back with her magic.

"And where do you think you're going lover. I haven't had my hundredth orgasm yet, But your close. Eighty three isn't that bad, and I did promise to let you go after a hundred. She grinned seductively as she pulled the Alicorn back and strapping him to the floor with her magic.

"Please Twilight, I have literally emptied my loins to where it hurts. I don't think I could ever fuck again due to your insistent insatiable appetite for making love."

"Making love? We did that the first few times. It's just been 'having fun' as you would put it, since then." She grinned as she stood over him causing him to whimper.

"Don't worry though, I should be sated in another couple hours. I'm already a little tired." She giggled nibbling his chest.

*3 hours later*

"*wheeze* Finally, *wheeze* done." Midnight fell to the floor unconscious as Twilight stood over him drenched in sweat. Rarity at her side keeping Twilight upright as she walked out of the room and into the restroom plopping into the tub as Rarity turned on the water.

"You have made a mess of my room my dear. I hope you had your fun though." Rarity smiled to the weakly smiling Twilight as she laid back in the tub as the water warmed slightly but was left at a cool temperature as the shower head erupted onto her.

"That feels nice." Twilight sighed as the cool water hit her, almost immediately turning to steam.

"I am just glad that I didn't catch what you did. Celestia knows I would probably kill the poor dear from my appetite." Rarity giggled causing Twilight to giggle softly.

"I never knew that having a coltfriend would be so much fun. I am disappointed with myself for not having done this sooner." She smiled as the tub became full of cool water that gently wrapped itself around her heated frame.

*scrape* "Water......" *scrape* "Water......." Midnight pulled himself along the floor toward the bathroom begging for water. Upon reaching and looking into the room he saw a grinning Twilight and Rarity. His eyes went wide as he slowly turned around heading for the stairs.

*scrape* "Death." *scrape* "DEATH!" he wheezed.

Rarity giggled standing up from the side of the tub heading out of the bathroom.

"I'll go save our poor Alicorn. You sit back and relax." She smiled before exiting the bathroom to chase a dehydrated Alicorn who was slowly pulling himself down the stairs.

"This day has been fantastic. Sure hope I can do this again sometime." Twilight smiled as she blew a few bubbles from her hoof into the air.

69. Lessons of normality for a Pony Princess..... (Part 1)

It had been two days since Midnights marathon with Rarity and Twilight. Although the extended marathon he had had with Twilight during the previous day had been fun at the beginning, he soon found out that she had an insatiable sexual appetite. That was until he found all of the information about the apparent magical heat that had spread across Equestria. After some research, and a constantly horny librarian humping his leg while he tried locating said information. He had finally located a spell to purge the magic causing the heat. Of course at the time Twilight was against the idea. Saying that while attempting to rape said Alicorn since he was no longer willing for another marathon.

After casting the spell onto the purple unicorn she immediately began to apologize left and right. Her previous seductive demeanor vanished, replaced with her normal shy bookworm self. However after some talking and relations restored, she finally realized how much love Midnight had for her. Even if she had pretty much raped him under the influence of a magical heat.

Further information was obtained through Celestia that Luna had been afflicted with the heat as well. She had been trying to get in touch with Twilight but had no luck as a little purple dragon had vanished for a couple days during the whole fiasco. Spike reappeared though after almost forty eight hours of being AWOL with almost thirty scrolls addressed from the princess, telling Twilight she needed help with Luna, and the only other being she thought capable of it would be Midnight.

Since that did not come to pass, Luna broke free from Celestia. Managing to order her own personal guard to pleasure her until she passed out. But being a seasoned Alicorn, the ponies soon fell before her, exhausted and unable to continue. Even with the death threats she had thrown at them to give them something to fear should they not continue. Luna however was successfully captured and the spell cast on her to relieve her of the dreaded heat influence magic. She apologized to her night guard giving them a months paid vacation as well. The only problem with that was that now she had no guard to protect her, and refused Celestia's personal guard as they would not have the same magical skills as her guard did. This posed a serious problem since Luna was easily stir crazed and needed to get out of the Castle on a regular basis. After some slight encouraging and possible threat, she had acquired a single guard capable of protecting her while her night guard was on leave, and that guard was.

"Midnight, how are things coming along?" Luna asked looking at the Alicorn as he continued casting spells around Luna's chambers to detect any life form that would be present that intended harm unto her being.

"All is well in the land of Nod." Midnight chuckled but stopped as Luna gave him a questioning stare. "That means everything is good to go."

"Ah, We are still not familiar with the euphemisms you use from your home world. Although intriguing, they are still quite confusing.

"Sorry Luna, it's just part of being raised as a human in my world. As part of speech, humans tend to make references or idiom's that relate to something by saying something else that would in a way, say the same thing but be spoken as something sometimes totally unrelated. For instance. If you see someone doing something stupid but don't want to hurt their feelings by telling them they are stupid since they are a friend. You would speak in a joking tone and tell them 'Yer dumber than a coal bucket if yer gonna do that.' Then give a laugh or soft chuckle." Midnight smirked.

Luna gave him a questionable gaze as she began. "We do not think that calling anypony 'Dumber than a coal bucket' as you put it, would be acceptable in conversation regardless of its use in any given language. That being said, we must remind you that we are royalty and must uphold the given status without fail."

Midnight gave a laughing sigh shaking his head. "Darlin, that, in my opinion is just a bunch oh whooey. Even royalty deserves to have a little fun. Hell, In my opinion it would improve public relations with the the lesser of the high society. Small towns like Ponyville, or even large cities that are bustling with life like Manehatton would enjoy a ruler that could crack a joke and laugh with the rest of them. Even at the simplest of things. Heh, Celestia and yourself consider me royalty since I'm and Alicorn. But would you like to know something?" He leaned over to the night princess who gave a nod.

"I haven't changed that much at all from my original human self. In all honesty, I have probably become more carefree then anything else. I have friends and lovers who I care for. As well as the power to take down any evil that may come to pass. I literally have not been more relaxed in my entire life, and since spending time in Ponyville on a daily basis. I have become more of a friend and fellow citizen of the town instead of royalty. They all know I have power and still respect me, but since I spend so much time with them all, they have just grown to see me as a friend they can count on. I couldn't be happier." He smiled.

Luna pulled a hoof up to her chin in thought. She hasn't been around her ponies as much as she would like to. Plus befriending her subjects instead of them bowing to her had never truly passed through her mind. Although lonely, she sought comfort in the arms of another. Someone she could confide in other than her sister. To be able to just 'hang out' and have fun without worry of being looked at as just another ruler who looked down upon her subjects. She looked up to Midnight in askance. Not speaking, but waiting to be asked.

"Bit for your thoughts?" Midnight smiled.

"I am curious. You speak as if the citizens see you as only an equal and not a ruler. Though they still depend on you in a time of need. How is it that those two things can become one without being a separate entity?"

Midnight's eyes got a little wide at the question. He looked away from Luna as a hoof found a nice scratching spot under his chin.

"You know, I'm not really sure how that specifically works out. All I know is that after spending a lot of time with the ponies there, along with being seen everyday and interacting with them, plus not having an uptight attitude that royalty would normally have 'no offense'."

"None taken."

"I'm just taking a guess, but, doing all of that would not only improve public relations, but cause your 'subjects' to become more easily befriended." Midnight gave a smile to Luna as she began to digest the information.

"So then I should be less formal, more friendly, playfully insult them in the fashion that you spoke of and..." She was cut off by Midnight.

"Now hold on right there." He spoke causing her to give a shocked expression.

"How dare thee interrupt thine princess!" She scowled.

"SHHHH!" Midnight retorted giving a smirk.

Luna Huffed flaring out her wings. "Thee dare to shush thine princess as well?"

"Yes, I do. Now listen up." Midnight gave a snort while giving a soft stomp in emphasis, causing Luna to recoil slightly.

"You need to work on your speech first before deciding to playfully insult someone. Then work on idioms so that you can have a large amount of ammunition to throw in case they decide to retaliate with a few words of their own. That and one other thing. Toss the royal attitude. That will cause you a great deal of grief while trying to befriend someone. Never toss out a line that says you are better than another pony. Even if they get on your nerves or just relatively piss you off. But don't back down either. If they think they can beat you at something, accept the challenge gracefully, unless of course the challenge could result in harm to one or more parties, then you can toss an idiom there way and laugh."

The princess stood there slack jawed. Not only from being talked to in such a manor, but from being shushed for the first time ever, and then laughed at as well.

"W.............. We are without words. We have never been disrespected like this before." Luna began before being interrupted again.

"I'm not disrespecting you my dear. I'm just giving a statement that is in no way meant to be disrespectful. It is meant to be instructive. Also, drop the 'we' when speaking. You aren't two ponies. You are one, and that means speaking in the singular sense." He smiled.

Luna scrunched up her nose, her face burning hot from anger. After a few seconds of looking like she may explode, she let out a defeated sigh lowering her head.

"Canist thow teach me?" She looked up to Midnight seeing a soft smile spread across his face before turning serious causing her to gulp.

"It won't be easy." He snorted as he began to pace back and forth in front of her like a drill Sergent.

"We do not care." She responded puffing out her chest.

"You will be beaten and prodded to no extent. In the metaphorical sense." He smirked looking to her changing expression.

"We will endure."

"You will be corrected on any and everything you say or do."

"We will take it."

"That's what she said." He grinned.

"What?" Luna looked at him questionably.

"*Ahem* You must do everything I say, no matter what it may be."

"We........ wait........... Everything?!" Luna asked with a blush.

Midnight grinned as he walked over to Luna getting an uncomfortable distance from her face causing her to blush brightly.

"Yes, everything." He grinned moving away from her as her blush encased her head.

"Oh and stop thinking of those naughty thoughts. I wouldn't force you to do that." He chuckled causing her to whinny in surprise.

"We were not thinking......." Cut off again.

"Oh yes you were. Your forget one thing. I have had to experience what I am about to teach you my entire life. I may be only thirty years old, but I have had more experience in this area than you have in the few eons you have been alive. There is absolutely nothing you can say or hide that I cannot decode and call you on." He gave a grin seeing her flustered yet again.

"One final note Luna. Since you are in training, your royal title is hereby stripped until you graduate. If you give up then you forfeit your title as princess. Are we clear on this?" He smirked watching her squirm in thought.

"We...."

*AHEM*

"I will not fail. I am certain I can endure your training without fail." She spoke with a determined look on her face that would have destroyed Rainbow Dash's.

"Good. Then get some rest. Tomorrow you are going to experience a whole new hell from what you were taught when you were young. I will make sure that I drill these lessons into your head whether you like it or not. You will be one with the ponies that look up to you. You will become a better pony in the end, and you will most defiantly be more well known and loved by all of your subjects. You lessons will begin at lunch tomorrow. Meet me at the Library in Ponyville at twelve sharp. Tardiness will result in disciplinary action taken. Is that understood?" He huffed turning to her and staring her in the eye.

However this time she did not falter, her gaze remained straight as could be as she spoke.

"Yes sir!"

"Dismissed." He shouted as Luna vanished into a blinding light, teleporting out of the room and into another area of the castle, but reappeared again with a stupid look on her face.

"Midnight?" She began.

"Yes?"

"You forgot that you are supposed to be my guard for the month didn't you."

*facehoof*

"Eeyup." He laughed causing her to giggle.

"Come, let us grab something to eat."

"Get some grub, would be an off idiom to use for that sentence." Midnight smirked.

She gave a giggle before speaking. "Then let us 'get some grub'."

They laughed quietly making their way toward the kitchen. Luna not realizing the torment she was about to endure under the former humans teaching hand.... er hoof."

70. Lessons of normality for a Pony Princess..... (Part 2)

"So that's the plan Twi. I am going to drill her ass until she speaks like a normal pony and can have fun in any given conversation with witty retorts, and snappy idioms. There is a problem though." He rubbed his chin in thought.

"And what would that be?" Twilight gave him a smirk leaning forward on the book she had been reading.

"I have no flipping clue as to how I'm going to do it." He fell to his flank with a dumbfounded expression plastered across his face.

Twilight began to laugh. "Night, All you would have to do is instruct her on her speech, giving her an example of how modern ponies talk. This would be quite easy actually." She smirked.

"And prey tell, how exactly will this be easy?" He asked leaning forward with a gleam in his eye.

"I really didn't want to say this, but if you two can transform into a different pony, all you would have to do is sit at the diner near some ponies who are talking. Have her pay attention to how they speak and what they say. It isn't that hard." Twilight giggled seeing Midnight eyes light up.

"OH...... MY........... GOD! That little bit of advice has PRANK written all over it." He laughed giving the unicorn a kiss.

"I don't think it would be a good idea to prank princess Luna Midnight. She is rather socially withdrawn as it is. Pranking her may have the opposite affect you are trying to put forth."

"Ohhhhhh gripe gripe gripe. Have a little fun Twi. I don't intend on torturing her. I just want to see how she reacts to a few 'different' conversation that she would not normally have listened to." Midnight gave a devious grin in thought causing Twilight to chuckle.

"Oooooooh I understand what you're talking about now. That does sound rather fun." She giggled.

"Want to help?" He smirked.

"By all means." She giggled.

After an hour of speaking to several friends so that they knew what to do, Midnight returned to the library standing outside as he waited for Luna to arrive. As noon rolled around the princess arrived giving a loud pant as she landed next to Midnight.

"What's wrong sugar?" He smirked giving her a wink only to receive a scowl in return.

"We..."

*AHEM*

"I did what you asked and flew here from the castle. After running into a sudden downpour I had to return to the castle to clean myself up. I then began my flight back to Ponyville to get blasted by a surprise thermal. As it was late in the morn already, I finished the flight here against a high wind. That is why I am out of breath." She spoke as if grinding her teeth.

"I'm glad to see you made it on time my dear. So sorry for the trouble." He spoke teasingly only to get a glare in return.

"Alright then, shall we begin?" He smiled.

"We have yet to begin?" She spoke out as if ready to strangle the Alicorn before her.

"First lesson. Under my instruction you will not retaliate with any form of violence. You may speak your mind but please refrain from anything unladylike."

Luna gave a surprised gasp as she spoke. "I am a princess. I do not speak so rudely toward anypony."

Midnight gave a sinister grin as his horn glowed a bright white. "Not today princess, You are just another citizen of Ponyville."

*FLASH*

Luna opened her eyes blinking a few times to regain her sight. After a moment she looked up to Midnight from a slightly lower perspective.

"What have you *EEP*" Luna pulled a hoof up to her mouth in surprise at her voice. It wasn't her own. "What have you done to me?" She growled.

"Temper temper little miss earth pony." He smirked pulling a mirror from a summoning portal, placing it in front of the newly created earth pony.

Luna gasped as she looked over herself. Her coat was a slightly lighter blue while her mane and tail was solid black with a dark blue streak running through it. Her horn and wings completely gone. She looked up to Midnight with a pouted lip almost ready to cry.

"Today my dear is your day to learn, and the most basic form of learning will start with your inability to use magic or to fly. You will need to 'hoof it' so to speak, around town, and 'Everywhere you go, I'll follow you now.' So don't be picky." He laughed singing the last little bit.

Luna's face began to get very red at this point as she began to speak.

"We demand that you change us back to our regal form." She shouted causing Midnight to pout.

"I'm sorry, but you agreed to the stripping of your title until you graduate. With your title comes power. You are without either under your own choosing." He frowned.

Luna lowered her head scraping the ground with a hoof as she began to move toward Midnight.

"You will get your title and power back when you graduate from this lesson. However if you choose not to go through with this lesson you will still return to your original form."

Luna sat down giving a sigh of relief a small smile escaping her.

"After one year." Midnight continued.

"WHAT!?" Luna shouted.

"Twi, ah can't believe Night is instructing Luna" AJ laughed as Twilight had finished filling her in on what the plans would be for the day, and AJ's role in them.

"Ah still can't believe ya want me teh do that though. Don't the princess know......." AJ trailed off as she heard a scream coming from down the street. They both looked down the street as a certain black Alicorn was being unceremoniously chased by a dark blue earth pony.

"aaaaaaaaaaAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAaaaaaaaaaaaaaahhhhhhhhh!"

"COME BACK HERE YOU GOOD FOR NOTHING PIECE OF SHIT!" Luna shouted.

AJ looked to Twilight who began to laugh. "Was that who ah thank it was?" AJ gulped.

"That would have been Midnight being chased by a very pissed off Luna. He apparently went through with his spell. I'm surprised it worked to tell you the truth." Twilight giggled.

"Surprised how?" AJ inquired raising a brow.

"Well, had Luna resisted the spell while it was being cast, Midnight would have turned into an Earth pony for a year. I guess he caught her off guard." She laughed.

"Holy horse apples. I woulda laughed mah flank off if he had been turned to ah earth pony. Heh, then ah woulda hired him teh help on the farm." AJ grinned giving a wink at Twilight who burst out laughing.

"Yeah, He can plow the field pretty good can't he." She smirked causing AJ to fall over laughing.

"That was purty good Twi. Ah guess you read that one book Night gave ya huh."

"Like twenty times before scanning it, then another five times after that just so I could understand how to use this silly form of speech. And the term 'That's what she said.' You would be surprised how often it is used as a sexual reference to specific comments made by somepony. I never knew that specific phrases could be made into a perverse comment."

"That right? Ah guess ol'Night is an expert of them then with the way Luna is still chasing him." She smirked as Midnight ran down the street screaming again only to stop and start bucking to get the disgruntled earth pony Luna off him due to her biting him and strangling him around the neck.

"OH GOD! THE PAIN! MAKE IT STOP!!!! AAAAAAAAAAHHHH GET HER OFFA ME!!!! AAAAAAHHHHH!!!" He yelled as he bucked a few more times before dumping her onto the ground and then bolting off into the sky.

"COME BACK HERE SO I CAN PROPERLY KICK YOUR ASS!" Luna shouted stomping the ground in frustration.

"BUT I DON'T OWN A DONKEY!" Midnight laughed as he flew away causing Luna to growl out in a fury stomping the ground beneath her hooves.

Twilight gave a wink to AJ as she trotted over to Luna.

"Is something wrong miss?" Twilight asked, acting as if she didn't know who she was.

Luna whipped around with a snort seeing Twilight back peddle a little from her angry stare.

"That stupid Alicorn mmmmmmmMPHmmmPH!" she began to say what had happened but her lips suddenly glued themselves shut before she could get the words out.

"I'm....sorry?" Twilight asked.

"I was going to say that stupid Alicorn mmmmmmmMPHmmmPH. CELESTIA DAMMIT! He went and mmmmmmmMPHmmmPH AAAAAAAAH!!!!" She shouted stomping the ground with untold fury.

"Calm down, I'm sure everything will be fine Ms?" Twilight asked looking to Luna.

"My name is mmmmmmmMPHmmmPH ......... You have got to be kidding me." She glared up to the clouds silently cursing Midnight.

"What was that?" Twilight smiled nervously.

"Aurora, Aurora Lights." She quickly made up a name.

"So Aurora, are you new in town? I haven't seen you before." Twilight smiled.

"You could say that." She began. "I met that stupid Alicorn a little while ago. He made a few comments I did not find very appealing and proceeded to try and beat him to death."

"You do realize that an Alicorn is considered royalty don't you?" Twilight said as they began to walk.

"I do not care. If one makes a comment that is unappealing or rude, then one must pay for such." She snapped.

"I-I'm sorry, I meant no disrespect. It's just that I don't think my coltfriend would have made such a comment to just any mare in general. What exactly did he say to you?" Twilight inwardly smiled seeing the look of shock on Luna's face.

"C-coltfriend?" Luna stammered in slight shock.

"Yeeeesss. He is my coltfriend. But we have an open relationship so its not uncommon he will speak to other mares. What did he say to you to make you so mad at him. Enough so you would bite him." Twilight giggled.

'Oh no, I can't let myself be known. If I do then I will remain like this indefinately.' Luna inwardly cursed herself trying to think of an excuse She stood there for a moment before Twilight interrupted her train of thought.

"It's alright if you don't want to say anything. I've come to realize that Midnight has a certain way with words that often throw off a pony that isn't familiar with the way he speaks. It does tend to get him into quite a bit of trouble at times." Twilight giggled causing Luna to give a soft smile.

*growl*

They both stopped at the sudden outburst of Luna's stomach causing the princess to recoil in embarrassment.

"Sounds like somepony is hungry." Twilight giggled.

"I am rather peckish." Luna smiled softly.

"Come with me, I know a great diner that has a lot of good items on the menu." She smiled to Luna but stopped seeing her look away in slight shame. "Is something wrong?"

"Unfortunately when I was after your coltfriend I seem to have lost my bits." She sighed.

"That''s ok, I can pay for your lunch to." Twilight smiled.

"Are you sure? I do not want to be of any trouble."

"It's no problem at all. I work at the local library which is owned by Princess Celestia, she pays me well enough so that I can live here close to my friends. I'm more than happy to pay for your lunch in exchange to get to know you." She giggled.

"I appreciate your generosity. It is not often one finds someone they just met that is willing to pay for their lunch." Luna smiled.

"Aurora?" Twilight stopped, cocking her head slightly.

"Yes?"

"Why do you talk like that? It seems rather formal for an earth pony. Are you from Canterlot?" She asked while giving an inward smirk.

"I....... uh........ I am from Manehatton. Yes, that's right. I am just visiting Ponyville for a vacation." Luna stammered trying to find a plausible excuse.

"That's nice. I know a few ponies from Manehatton. Most of them speak similar to you, but their conversations feel a little more lax than ours. Please, don't push yourself to try and impress this small town pony. Everypony in this town would except you no matter how you spoke. Trying to impress them though when it comes to speech though usually ends up with the opposite effect." Twilight smirked.

"What do you mean?" Luna asked, curious.

"In short, you would be causing them to think you're just some uptight snob from the city who thinks they are better than everypony." Twilight put it bluntly causing Luna to gawk.

"We..... I mean...... I did not think of that. I will try to speak in a less formal sense." Luna smiled nervously.

"That's good, oh! Here we are, Let's get a table inside." Twilight smiled trotting inside, Luna just steps behind.

"AJ, Rainbow Dash, what are you two doing here?" Twilight smiled trotting up to their booth giving them a wink.

"Just getting some grub, RD here came by the farm a few minutes ago telling me she say Midnight shooting threw the clouds like he was being chased er something. Figure we'd come down an talk about it a bit." AJ smirked.

"Who's your friend?" RD inquired looking to the earth pony behind Twilight.

"Oh, This is Aurora, she's on vacation here in Ponyville from Manehatton." Twilight smiled taking a seat in the booth with her friends, Aurora taking a seat next to Twilight.

"It's nice teh meet another earth pony from the big city. Ah lived there once when ah was lil. Came back here and got mah cutiemark the same day." AJ smiled

'Cutiemark!?' Luna inwardly cursed looking down to her cutiemark only to gawk. It had been changed as well as her form. It was now two crescent moons placed inside one another surrounded by stars.

"What's wrong Aurora?" Twilight asked noticing her look at her cutiemark.

"Oh..... Nothing, just remembering when I got my cutiemark." She smiled sheepishly.

"What's yer special talent?" AJ inquired looking to Luna.

'Oh no. I can't tell them its moving the stars...........wait............ stars............. YES I've got it." She thought inwardly before speaking.

"Stargazing." She smiled.

"Stargazing? That's kind of silly." RD smirked leaning back in her seat.

"It is not silly, It is very difficult to map all of the stars since one can only see so far." Luna spoke out a little flustered at the response.

"Sorry, didn't mean to upset you. It was just a joke." RD recoiled slightly causing Luna to sigh.

"No, I'm sorry, I'm not used to jokes due to my upbringing. My family was rather strict and demanded excellence." She sighed.

"That's ok, they aren't here so feel free to cut loose." RD smiled raising her forehooves up and placing them behind her head, leaning back into her seat.

"Yea, relax and have fun, that's what a vacation is for." AJ smirked as she poke RD gently in the ribs making her giggle.

"Hey, no tickling." RD laughed flipping AJ's hat down over her face causing Luna to giggle.

"Awright ya big baby. Ya'd think being the fastest Pegasus around would make ya a lil bit more open to a lil tickle ever so often. But nooooooooo, yer more uptight than a cork in a cider barrel." AJ smirked flipping her hat back upright.

"I'm not uptight, I just have to keep my sheer awesomeness in check at all times otherwise my fans would go crazy." RD smirked.

"You mean Scootaloo? That poor filly tries so hard to keep up with you, You should be a little nicer and let her tag along with you more often." Twilight said giving a sense of sternness.

"Yea yea, that kid does have it bad for me though. Anyway, lets get back to Midnight. Do you guys know why he flew off like that?" RD smiled as she looked around the table.

"It seems he was fleeing our new friend here earlier. I saw her on his back trying to strangle him while she was biting him." Twilight giggled causing Luna to slink down into the booth from embarrassment.

"He just made me mad is all." Luna squeaked out.

"Yea, he has a tendency to piss off a lot of ponies at times. But he is an all round GOOD guy, in more ways than one." RD grinned looking to AJ.

"Yea, He might talk a bit strange at times, but boy howdy can he rut like no other." AJ Smirked back giving a wink to Twilight.

Luna's face burst out into a crimson red, only slightly being hide by her coat as she spoke. "Wh-what?"

"Yea, I told you he is in an open relationship with me. My two friends here as well as I, have rutted with him. Being the only Alicorn male makes it soooooooooo much better though since he can use magic to change his overall size." Twilight looked away dreamily.

Luna gawked at the forwardness of the conversation before her. Never had she thought that anypony would ever be so open to discuss such a thing to anypony else. Especially that of such a private nature. Twilight noticing Luna's sudden change in demeanor pipped up.

"We aren't offending you are we?" She asked looking at Luna in concern.

"NO! No. I'm sorry, it's just that I was raised to never speak so openly about such things, and you three seem to just spit out the words like it was nothing to be bothered about. It is a little refreshing and curious at the same time.

"Well, better to be open than to be a tight flank and be all uppity about conversation." AJ smirked.

*growl*

Conversation stopped as they looked to Luna who recoiled in embarrassment.

"I guess it's time to make our order." Twilight giggled as they all picked up a menu, Luna taking a minute to finally get hers up and open.

71. Lessons of normality for a Pony Princess..... (Part 3)

After the four of them placed their orders, then getting them only to watch Luna awkwardly eat hers. Being an earth pony and having to use hooves instead of magic to grab onto objects, including food, is a whole new line of torture for her. After several awkward attempts she began to grasp the knowledge of using hooves. The others decided not to say anything as it may cause an awkward scene to follow. However once they had finished eating it was all down hill from there.

"So Aurora, you don't mind us talking about our relations do you? If you don't then you could add in as well. Nothing like telling an embarrassing story about your lover." Twilight giggled causing Luna to give a sheepish smile.

"I'm ok with the stories. It will take some getting used to but I am sure I can handle it." She smiled.

The next hour was spent on many different vivid details about their experiences with Midnight along with previous other stallions. With the exception of Twilight only having Midnight as her first. During the entire conversation Luna remained a brilliant shade of red under her coat. Still not being able to believe as to what she was hearing. Some of the stories seemed to be downright made up but were backed by some quite vivid detail along with some confirming words from the others at the table. Had it not been for the others laughing and agreeing, Luna would have thought the stories to be entirely made up.

After the hour of embarrassing stories, the small group separated as Luna left with twilight, and Dash with AJ. Twilight led the way toward Rarity's boutique with Luna in tow as she listened to various ponies around her. Taking in all the information that she could in order to turn back into her regal self and throw down a harsh punishment to a certain Alicorn devil.

"Aurora, since you're new in town and just on vacation, why don't I take you by my friends boutique. She has a lovely assortment of fashionable clothing and is also my coltfriends fiance." She smiled watching Luna fall over in shock.

"What? You mean your coltfriend is engaged and you're ok with it?" She squeaked.

"Yea, Like I said, we are in an open relationship. Besides He was engaged to Rarity before I confessed to him, so that technically makes me a third wheel in a sense." Twilight frowned.

"I'm sorry, but what is a third wheel?" Luna asked.

"It means that if there are a couple or group of friends together and somepony else just happens along that they did not intend on tagging along. they are considered a third wheel since they really aren't needed and could possibly be getting in the way. However Midnight doesn't see me as such. Since Rarity is a long time friend, I don't feel like a third wheel. It more of a mutual agreement between us." Twilight smirked watching Luna digest the information.

"That is rather strange. I've never heard of such a play with words. Are there many other ways to speak as such?" Luna inquired trotting up to Twilight's side.

"There are literally countless variables that you can learn over time and even make up your own if you want. But the trick with doing that is to make what you are saying, imply that it relates to what you are referring to. That way somepony does not take it the wrong way and become offended. I honestly took a month to learn how to properly do it, and I'm still learning everyday." Twilight giggled as they finally reached the boutique and heading inside.

"Coooooomiiiiing." Rarity sung as she came from a back room, hearing the bell ring above the door. "Twilight darling how are............ oh my, who do we have here?" Rarity began but stopped seeing the pony following Twilight.

"Rarity, This is Aurora, she's on vacation from Manehatton. She seemed intrigued about our relationship with Midnight so I brought her by to chat." Twilight smiled giving Rarity a wink to let her know it was actually Luna.

"Well then, I would love to gossip all about my darling Midnight over a cup of tea. Would you like one as well?" Rarity smiled trotting to the kitchen.

"Yes please, and I must admit that Midnight and myself did not get off on the right hoof." She admitted to Rarity causing her to stop for a moment.

"Whatever do you mean darling?" Rarity asked as she turned, cocking her head slightly, curious.

"Well, He sort of made some comments earlier I was not familiar with and it made me a little mad." Luna sighed.

"Mad? Really now?" She smirked.

"Ok, furious. I ended up trying to bite his withers off and strangle him." She pulled her hooves up to her face covering her brightening blush of embarrassment.

Rarity began to laugh loudly, as did Twilight.

"Oh ho ho ho my! That does sound like something Midnight would do. Please do excuse the poor dear. He doesn't realize that everypony doesn't have the same whimsical sense with words as he does, and that it will usually offend them more than make them laugh. But we have grown to love the dear and learn about his way with words. It is rather and endearing quality."
Rarity smiled trotting into the kitchen to make some tea as her guests found a spot to take a seat.

After a short time, the tea had been made and drank while the girls continued their conversation. It seemed as if Luna was finally enjoying herself instead of sitting back and listening. Giving a few stories of her own and causing the other two mares to bust out laughing on several occasions. She felt like one of the girls during the whole conversation. That was until the bell rang over the door again. Luna turned giving a gawking stare as Midnight entered the shop.

"Hello ladies, AH! What is she doing here?" Midnight pointed to Luna as he played along with the girls.

"Midnight, get your flank over here and apologize to this poor dear. You offended her with your witty comments." Rarity laughed.

"No no, it's alright. I understand now what he was saying to me. It isn't like he turned me into an entirely different pony or anything." She glared at the Alicorn.

"Yes, well. I'm still sorry for saying those things to you. I still haven't quite gotten the hang of how most ponies can't get the hang of how I speak." Midnight grinned.

"'Get the hang?' What does that mean.?" Luna asked.

"It means they don't understand." Rarity interjected.

"Ah, well I am certainly getting 'the hang' of these phrases as I am exposed to them. Although I don't see the point in them at times." She added.

"It's really all in good fun. Some comments can be made to give a joke or insult, and at times both. It all depends on how you word your sentence and reference certain words with the topic at hoof." Twilight said as she pulled the book she had been studying from Midnight's home world.

"For instance, Midnight was originally human before being brought into Equestria, and most of the phrases he use include the word hand instead of hoof. He tends to forget to change that at times though causing an awkward situation." Twilight smirked to the blushing Alicorn.

"Yea, going from a five digit hand to a stump is an experience all in itself." Midnight chuckled bringing up a hoof and looking at it.

"Oh! You meant hoof by using the word stump as they look the same. I see now. A play with words seems to be interesting when regarding something as a joke or speaking in a playful manner. It all makes sense now." Luna smiled clapping her hooves together with glee.

"Since you understand that. Now all you need to know is how to use them as an insult or playful joke between friends." Midnight chuckled causing Luna to stop and look at him.

"But I would rather not insult somepony unless they did something wrong toward me." Luna added.

"Alright then let me ask you this Twi. Does this world have dynamite? It's an explosive stick used to tear down structures or clear large amounts of land quickly."

"Yes Midnight we know what Dynamite is." Twilight sighed rolling her eyes.

"Alright then. Here is one of my favorite idioms. 'You're so stupid if your brains were dynamite, you wouldn't have enough to blow your nose'."

*PFFFFFFTTTT*

Rarity and Twilight had taken a drink of tea as Midnight spoke, catching the meaning of the sentence they quickly spat out their tea as they were consumed in laughter. Luna sitting there watching them laugh then placing what was meant from the phrase and quickly burst out laughing as well.

After a couple of minutes laughing they finally stopped, catching their breathes and relaxed. Twilight still giggling as she spoke.

"Midnight, that was rich. I didn't think there were idioms that funny." She giggled.

"I have a vast amount of ammunition I can unload at anytime. Its far better to tell in a story when addressing a crowd who will listen and be able to understand. With the ponies of this world being so innocent. It's rather hard to get a laugh out of them when it comes to the idioms I am so used to using." Midnight chuckled.

"Well I'll need to think of a few for myself that could be a little more appropriate so that ponies would understand. Telling somepony that they are dumber than a hay bale doesn't seem to be useful unless they are doing something stupid."

*FLASH*

Luna transformed in a bright flash of light upon finishing that sentence. She looked around blinking for a moment before noticing that Rarity and Twilight were not the least bit surprised.

"What happened?" Luna asked in shock.

"You came up with your own idiom and actually spoke it as a normal pony rather than your regal self." Midnight chuckled.

"So that is all I had to do? Talk normally and make up my own idiom?" Luna began to see red as she spoke.

"No. In order to break the spell you had to accumulate the knowledge and enjoy yourself for once as well. Had you been a tight ass the whole time and never learned anything, you would have stayed an earth pony." He smirked.

"What about the one year time limit?" Luna asked giving a snort.

"Fictional material on my part. Should you have gotten into danger at any point you would have reverted to your Alicorn form, however if you just grumped forever then you may have stayed an earth pony indefinably."

"WHAT!? AND I ASSUME YOU TWO WERE PLAYING ALONG?!" Luna shouted looking at Twilight and Rarity who just gave a nervous laugh as the backed away from the fuming princess.

"I wonder how things are coming along with the princess AJ. Think we should drop by Rarity's to..........." RD was cut off as several screams were heard coming from nearby. They looked around finally seeing Twilight and Rarity running away from her boutique, A small black and orange maned colt flying beside them. A fuming Princess of the night hot on their heels as she yelled at them.

"COME BACK HERE SO I CAN SEND YOU TO THE MOON! NEVER HAVE I BEEN So embarrassed in all my years as........" Her voice trailed off as they bolted down the path through Ponyville. RD looking to AJ as she spoke.

"I think it'd be best to lay low while the princess takes her frustration out on those three. No use in admitting to something when you know that pain awaits your confession." RD laughed nervously.

"Eeyup." AJ confirmed as they continued trotting along.

72. Filly Friends and the Watering Hole

After the minor episode with Luna. Rarity, Twilight and Midnight paid a hefty price for taking the measures they did to teach the lunar princess a few lessons on how to be normal. Those lessons were paid with the reversion spell that had been cast on Midnight before from his Hearths warming present to Twilight. Yea, you know the one.

After hearing about the raunchy details of their many encounters with Midnight. Luna thought it prudent to make them wait a week before they could do anything, and what better way than to turn the three into children.

Luna had left for Canterlot, leaving the children in the middle of town gawking at what had just transpired. They looked to one another in shock, wondering as to what they should do now. Midnight was standing there looking at the two fillies before him gawking like a colt who had found his first and apparently second love.

"Why are you gawking at us Night?" Twilight spoke out in the sweetest filly voice. Rarity turning to see why he was gawking as well.

"Midnight darling, are you alright?" Rarity asked trotting up to him.

"You two have got to be the cutest fillies I have ever seen in my entire life." He managed to squeake out causing them to giggle.

"You're sweet." Rarity smiled giving his nose a kiss. "But we need to get home and think of what we are going to do to return to normal."

"There is a problem with that Rarity." Twilight spoke up catching their attentions. "The spell Luna used was the same one that I used on Midnight before the Shadow infected Equestria. The only way to break the spell is with an incredible amount of magic, or to wait seven days. In a time of desperation Midnight had to use his magic to save us. A pony can only do that with instinct to a given situation. So in short. Unless Luna releases us from the spell. We will be stuck like this for a week. But at least we can still use magic." Twilight smiled.

"Oh no." Rarity trailed off.

"What?" Midnight asked looking to her.

"Sweetiebelle is going to give me hell to play with her and the crusaders now that I'm a filly again. And I still have those orders to fill." She groaned.

"Heh, don't feel to bad. I had plans this weekend to join Dash at the Wonderbolts show in Cloudsdale. I can't be her date like this." He laughed.

"Why are you laughing? This is serious." Twilight snapped.

"Not really, It'll be fun to be little again. I can hang out with the crusaders and help them get their Cutiemarks, or try anyway. Plus now I get to say I have the two cutest filly friends in Ponyville." He smirked causing them to blush furiously.

"That is wrong on so many levels Midnight." Twilight chuckled.

"Hey, I'm still mad." His tone turned serious.

"And why would that be?" Rarity cocked a brow.

"I can't rut anyone when I'm just a colt." He pouted causing the two fillies to fall over laughing.

Later that day after talking to the others to let them know what was going on and why they had changed, Rainbow Dash and Midnight agreed to continue on to the Wonderbolt's show without fail. Rarity and Twilight would continue their daily routine as well, with Rarity at her boutique, and Twilight at the Library. However things don't always tend to go as planned. Especially when it involves being turned into a child again.

"But siiiiiiiiiiis." Sweetiebelle whined.

"I'm sorry Sweetie, but I simply must finish these orders. They are due in less than a week and must be fitted and re-sewn if need be. I must have them done ahead of schedule." Rarity sighed.

"So if you get done with them and they fit the pony that ordered them, you won't have to alter it and then you can play?" Sweetiebelle grinned causing Rarity to cringe.

"I......... I guess you could say that. But that is only if no other orders come in as well. I do have to keep a certain standard in order to keep us afloat." She huffed.

"Uncle Midnight makes like ten thousand bits or more at his musical performances in Canterlot. Can't you just use that?" Sweetie smirked.

"Yes I could but those bits rightfully belong to him. Asking him for assistance....." She was cut off as Midnight came into the room.

"Is perfectly alright." He finished causing her to glare at him. "Listen sweetheart. I am perfectly alright with supporting us. I have more than enough bits for us to live comfortably and even have a lot left over on the side. If Sweetie wants us to get together and play with the crusaders, then by all means. Let's go have some fun." Midnight chuckled causing Sweetie to shout out in glee. Rarity just face hoofed before glaring at Midnight once again.

"You do realize that I am going to get dirty and sweaty from this don't you." She growled to Midnight as she got closer to him as they left the boutique.

Midnight gave her a smirk as he leaned over whispering into her ear. "You don't seem to mind getting sweaty when we play."

Rarity pulled away as her entire body burned a crimson red. "T-that is something entirely different. That form of so called 'playing' is what adults do, children have no clue about such a thing." Rarity huffed.

"I don't see a difference since both things involve physical work. So quit complaining. If you get dirty I'll just use my magic to clean you up." He laughed trotting ahead to Sweetie.

"So what are we going to do today to help you get your Cutiemark?" Midnight asked looking over to Sweetiebelle.

"Well, I don't want to say anything because sis will complain and go home. If we can surprise her when we get there then she will have no choice but to stay and help." Sweetie giggled.

"So I'm guessing this little escapade will involve quite a bit of dirt then?" He smirked back to Rarity who was looking around as they walked.

"Yep, we are going to try to get our Cutiemarks at a small pond near Appleblooms. She has a rope swing on an old oak tree that is hanging out over the water. I think we can get our Cutiemarks in rope swinging or in water splashing." Sweetie giggled.

"Wow, I haven't been on a rope swing like that in years. I can't wait to do this now. Oh! But Rarity is going to have a fit once she knows. Guess that means we are going to have to resort to drastic measures." He grinned back to Rarity.

"What are we going to do?" She asked giving a giggle.

"You'll see." He laughed finally catching the ivory fillies attention.

"What's so funny darling?" Rarity inquired trotting up to his side.

"Oh nothing. Just thinking about our plans for the day. I think you are going to have a lot of fun once we get to our destination." He chuckled.

"Oh? So what will we be doing?" She asked giving a questioning gaze.

"Absolutely not! I will not jump into some filthy pond just to help my sister and her...... HEY! What are you doing?! NO! PUT ME DOWN THIS INSTANT!"

"Ok." Midnight laughed as he tossed the Ivory filly into the pond, a screech leaving her as she flew through the air and met the water with a resounding splash. After a couple seconds Rarity breached the surface of the water taking in a gasp of air.

"All of you are going to regret that!" Rarity yelled as she swam toward the shore of the pond, her dampened mane covering most of her face.

"CANNONBALL!" Midnight shouted as he swung from the rope gaining a lot of air, curling into a ball as he hit the water, sending a large wave over Rarity who just let out a scream in surprise. They both resurfaced taking in a large breath of air. Midnight getting a cheer from the three fillies along the shore line.

"Let me show ya how it's done here on the farm." Apple bloom shouted as she quickly made her way up the tree and out onto a limb opposing the limb that the rope had been tied to. "YEEEEEEHAW!" She shouted as she jumped off the limb holding onto the rope as she barely missed the trunk of the tree, zipping by, forcing herself to stand up on her back legs onto the knot in the rope to increase her speed. She reached its zenith, letting go of the rope as she flipped through the air tucking herself into a ball as she hit the water sending a huge wave over Midnight and splashing against Rarity as she had made it to the shore. AB surfaced taking in a large breath of air and blinking the water away as she heard cheers from all around.

"Dang Applebloom, that has got to be the best cannonball I have ever seen." Midnight laughed as he swam to the shore.

"I bet I can do one just as big!" Sweetiebelle shouted as she took a hold of the rope and jumped from the limb, flying through the air as she let go. Giving a loud scream as her limbs flailed wildly before. *WHAP* Everyone cringed except Rarity who began laughing seeing her sister hit the water hard with the most dreaded of moves. The ever painful belly flop.

Midnight swam over lifting Sweetie out of the water with his magic as he swam back to shore. He laid her onto the bank on her back giving a slight cringe as he saw her now very red stomach. He began to slightly chuckle as he spoke to her.

"Sweetie, I'm guessing that wasn't intentional."

"Ya think?!" *groan* She writhed in pain for a few moments before shakily standing up again. "Let's try that again." Sweetie said as she headed for the tree.

"This time though before you hit, tuck in your limbs so you don't feel like you've been stung by a thousand hornets." Scootaloo shouted just before hitting the water from the swing.

"Haha, real funny." Sweetie hissed as she grabbed onto the rope swing to take her turn, this time however landing very well into the pond.

"Alright, great job." Midnight shouted from on the shore next to Rarity who was trying her best to get dry.

"Hun, ya really need to try that. A rope swing needs to be a part of everyone's life at least one time." He smirked to her only to get a glare in return.

"I will not be forced to do such a thing. I simply despise getting dirty in such a manner. Why would anypony want to do this anyway?" She growled out as her magic rang her mane dry.

Midnight gave a sigh shaking his head. "Will ya at least do it one time, for me or your sis?" He asked pleadingly.

"No, there is nothing you can say or do to change my mind." Rarity grumped.

Midnight's expression went from slightly sad to complete neutral as he spoke. "Do it at least once or I will teleport you above the water once every ten minutes for the next hour."

Rarity sputtered looking to Midnight with wide eyes. "You wouldn't dare!?"

Midnight's horn began to light up catching her gaze and making her eyes go wide. "Try me sour puss." He smirked causing her to glare daggers at him as she slunk toward the rope swing. "Hey girls, Rarity is gonna try it out now." Midnight shouted causing Rarity to growl at him again as she pulled the rope back, jumping up and onto the knot. She let out a scream as the swing hit its mark, letting go she gave a shriek then taking a breath just before she hit the water. She resurfaced and began laughing causing everyone to stare at her in confusion. She continued her laughter as she swam to the bank pulling herself out and shaking the water off.

"Rarity, are you alright." Midnight asked trotting up to her in confusion.

"Your turn." Rarity giggled as her horn exploded with magic launching Midnight into the air and into the water *WHAP*

"Ooooooh that had to hurt." Scootlaoo laughed watching Midnight slowly resurface belly up.

"THAT FREAKING HURT!" Yelled Midnight as he floated in the water causing them all to laugh. He slowly made his way to the shore as his horn lit up. "Honey." Midnight spoke in a sing song voice.

"Yes dear?" She asked turning around.

"CATCH!" He shouted.

*Splat*

Rarity blinked a couple time as mud oozed all over her face and horn. The three crusaders rolling on the ground laughing loudly.

"EEEEWWWWW! MUD!? ARE YOU CRAZ *SPLAT*." She was cut off as another ball of mud found its new home right between her eyes.

"Oh quit complaining. Think of this as a free mud bath courtesy of *SPLAT*" He stopped as a mud ball found its new home upside his head. He let out a loud laugh as he began to dodge mud balls left and right as they came from Rarity across the pond.

"THIS MUD ISN'T IMPORTED! IT'S DIRTY!" Rarity laughed as she kept launching them toward Midnight across the pond.

"Blah blah blah, All mud is dirty. It's not like you can jump *splat* into a mud pile and come out sparkly clean." Midnight picked causing Rarity to fume even more.

"I'll show you jumping into a mud pile!" Rarity shouted as she launched several dozen mud balls at Midnight. He watched them coming and stopped, giving a loud laugh as most of them hit him splattering all over his tiny frame.

"Why didn't you try to avoid them?" Rarity shouted in confusion.

"Because this is the most fun I have had in years." He laughed tossing more at Rarity who began to laugh herself as she let one hit her.

"CUTIEMARK CRUSADERS MUD SLINGERS! YAY!" The three fillies shouted in unison as they began tossing mud left and right at both of the adults turned children.

Another hour passed as they all laughed and became so muddy that they could no longer tell who was who until somepony spoke. They sat down underneath the large oak tree resting in the shade.

"Girls, that has got to be the most fun I have had in forever. Let me know when you three decide to come back down here. I'll be sure to join you." Midnight chuckled.

"As will I." Rarity smiled causing all four of them to stop in there tracks.

"What did you say sis?" Sweetiebelle asked in surprised attempting to shake the mud from her ears.

"I said I would like to join you here again. I must say that this was rather fun. Even if I have become so filthy it will take a week to get all of this mud out, it does not matter. I had fun and accepted the consequences for doing so." She smiled through her mud covered face.

"Then I guess I can help you out then." Midnight smirked as his horn lit up and a portal appeared in front of the four of them. Midnight getting up and trotting through it, coming out on the opposite side clean as a whistle. The girls giggled standing up and trotting through the portal as well, coming out cleaner than they had been when they arrived at the small pond.

The girls and Midnight began their trek back to Ponyville, Midnight noticing that they had not once looked at their flanks to see if they had gotten their Cutiemarks. Curious about this he pipped up.

"Girls. How come you haven't checked to see if you had gotten your Cutiemarks yet?"

The girls stopped for a moment looking back to their blank flanks and shrugged. "Guess we were just having to much fun." Scootaloo smiled.

"Eeyup." Added Applebloom.

"Well, I'm glad you all had fun. This will have to become a regular thing for all of us." Midnight smiled trotting up to Rarity giving her a nuzzle.

"Even after you get back to your normal size?" Sweetiebelle smiled.

"Eeyup." Midnight chuckled getting them to laugh.

'Yes, this day has been a lot of fun. I wonder if Luna is having this much fun since she got back to the castle.' Midnight thought to himself as they trotted along.

'WHERE DO YOU THINK YOU'RE GOING MR. 'I'D HIT IT!'." Shouted Luna as she chased several guards through the castle causing them to scream in terror as she began to throw random objects at them.

"I'm sorry princess!? It was only a joke!" Shouted the guard as he barely avoided a flying bust of a ponies head as it slammed into the floor next to him.

Celestia stood by watching the whole thing play out, giving a giggle as they rounded the corner for the fifth time.

"I guess the guards will have to watch what they say around my dear sister since her lessons from Midnight."

*CRASH* "COME BACK HERE YOU COWARD!"

73. A date with my filly doesn't go as planned

"UGH! This form is causing me so many problems." Twilight groaned rubbing her temples as she tried to disperse the on setting headache she was getting from scanning books.

"Why don't you just take a breather. Ever since Midnight taught you that spell you've been scanning books left and right. If you had set down to read all of the ones you've already scanned, it would have taken you a couple months to finish them just from reading. So in essence you are two months ahead of schedule in your studies. Come on Twilight, take a break." Spike sighed as he continued placing books onto the shelves.

Twilight looked around her at all of the books that had accumulated over the past week. Spike was right however. Since learning that new spell she has been scanning a multitude of books to learn everything she can. This and the fact Luna had turned her into a filly just kept pressing the point. Take a vacation and relax.

"Alright Spike." Twilight smiled.

"Huh?" He asked looking slightly shocked.

"You're right, I should take a break. Being in this form isn't helping me at all and I am pretty far ahead in my studies. From this moment forward until I return to my normal size, I am hereby on vacation." She smiled as she got up and heading toward the door to make a quick exit.

"Yes!" Spike cheered pumping his little fist into the air but stopped as Twilight poked her head back inside.

"You still have to clean and organize though. But once you're done you can take a break as well." She smiled then left.

"Hey, I'll take what I can get, when I can get it." He chuckled as he began quickly picking up around the library.

Twilight left the library and began heading through town. Although she was now in the form of a filly, that did not negate her from doing some of the things she wanted to do. Like stopping at the local diner to grab a bite to eat, then finish it off with a large ice cream Sunday. Next she went to visit Pinkie at Sugar Cube Corner. Upon entering the shop though, she was swept up by Pinkie who just kept hugging her and telling her how cute she was. After several attempts to get the pink ball of energy to release her she had to teleport to safety.

After a short time walking around, Twilight found herself getting more and more bored. "I wonder what Midnight is up to?" She asked herself, heading toward the Boutique.

"Midnight darling. Would you be a dear and help me out with this dress?" Rarity asked as she floated it from the mannequin.

"Yea, let me just get into the right form." He sighed as his horn lit up. His body began to shift slowly to the size it needed to be for the dress but stopped. Quickly reverting back to his colt form. "What the hell?" He snorted as he tried again only to revert once again. "You have got to be kidding me!? I can't use transformation magic while in reversion?" He snapped trying once again but failing.

"Nevermind." Rarity sighed as she placed the dress back onto the mannequin she had removed it from. "I guess this order will have to be done the old fashioned way."

Midnight gave a sigh of relief as he watched the dress floating back onto the oversized doll.

*ring*

"Coooooomiiiiiiing." Rarity sang as she pranced toward the door of the shop, but stopped as she noticed the young purple filly unicorn.

"Twilight? What brings you here?" She asked as Twilight trotted over to her.

"Well I was wondering if I could borrow Night for a bit." She smiled seeing his eyes light up.

"Yes, please, by all means." Rarity smirked using her magic to float the Alicorn to her side.

"Say what?" Midnight asked in confusion.

"You have done nothing but groan all morning about helping me with these dresses. Go with Twilight and have some fun, take your mind off of things so when you return you will be fresh and ready to help me." Rarity giggled as she trotted back to her sewing machine.

"I am never going to understand that pony." Midnight chuckled causing Twilight to giggle as well.

"I'm still trying to and I've known her for years." She smiled.

"Well, at least it's never boring. She always has something up her sleeve for me to do." He chuckled as they headed out the door. "So what's up? I figured you would be studying right now."

"Well I normally would be, but since reverting back to this form I can't scan as many books as I could before. That plus Spike made me realize I was two months ahead of schedule for studying. So I gave him time off until I returned to normal." She sighed.

"That was nice of you. I know that poor little dragon needs a good vacation to do what he wants. You need to sit back and relax to. All that studying is going to fry your brain." Midnight smirked as he crossed his eyes and stuck his tongue out causing her to giggle.

"That's why I came by to get you. I have plenty of free time to do what I want and thought it'd be nice if we went out to a show or anything really." She spoke waving a hoof in the air.

"Well, how about we take in a movie. I haven't had the chance to see what kind of movies this world has to offer and I've only been here for what, maybe six months now?" He smiled.

"Well, there aren't any theaters in Ponyville. The closest one would be Canterlot. Think you can teleport us there?" Twilight grinned.

"You bet. Hang on!" He chuckled grabbing a hold of Twilight as his horn lit up. *VORP*

*SNAP*

The two children reappeared in Canterlot, blinking a few times to clear the fog. They looked around for a moment to see where they had arrived at.

"Hmmmm. The Theater should be a couple streets down. We can make better time by heading down that side street." Twilight smiled as she led the way. The two entering the ally and walking a short distance before they heard something scraping the ground behind them.

"Well well well, what do we have here?" A sinister voice came from behind them. Midnight spun around to see a large earth pony dressed in some ragged clothing. a torn bowler hat set atop his head.

"I think we caught us a couple foals boss." Another voice echoed through the ally as another earth pony stepped from the shadows at the other end of the ally.

"Midnight........." Twilight spoke quietly pressing against him.

"Can I help you gentleponies?" Midnight inquired speaking loud enough for them both to hear.

"How about that. This little fella thinks we be a couple gentleponies boss."

"But we are my friend." The big earth pony took a sweeping bow removing his hat and letting it sway along with his hoof in front of him. "We be a couple fine gentleponies." He smirked pulling the lid from a trashcan and picking out a few items from within placing them onto the lid and pressing it toward the to children before them.

"Care for some h'orderves?" The bigger earth pony chuckled dropping the lid in front of them.

"Not really that hungry, but thanks for the offer." Midnight smiled.

"Awwww e'ain't ungry boss." The other pony frowned taking a seat onto the ground and giving the side of his head a scratch.

"That's ok. I'm sure they'll get hungry after a while. You got the sack?" He spoke out to his counterpart on the other side of the children.

"Right'ere." He snickered opening the burlap sack and heading toward the children.

"Miiiiidniiiiiight." Twilight nudged the Alicorn as the two ponies got closer.

"So what's the big deal guys? Going to try and ponynap us?" Midnight smirked.

"This colt is a smart one he is." The apparent boss said with a chuckle.

"At's right, we gonna catch ya and ransom ya off ta ya parent's. Being a foal and taking an ally is always good business for'us. He drolled out. "Now be a good l'ittle fella and hope into this bag eh. We don't like roughing up the youngins."

"Oh but roughing up dirtbag creeps is what I like to do." Midnight laughed as his horn lit up.

"Looky here, this'n knows'ow ta use magic. Bet it ain't much though." The boss laughed but stopped as his cohort and himself were suddenly lifted from the ground.

"Now now, what shall I do with these two very nasty creeps who like to kidnap young ponies." Midnight chuckled looking to Twilight who just hugged him.

"Hey! How can your magic be so strong and you be so l'ittle?" The boss shouted out.

"I'm an Alicorn for one, and I just have a reversion spell cast on me by Princess Luna. I shrank because of that. My original form is bigger than Celestia herself." He laughed causing the two creeps to facehoof.

"Midnight, let's take them to some guards. They can handle them." Twilight smiled nuzzling his neck.

"Dang, and I was hoping to maybe turn them into a couple rats or send them to the moon." He laughed looking up to their shocked faces.

"No need for that now, jes take us to the guards. Or you could be nice and release us." The boss chuckled nervously.

"Nah, I think I'll turn you two into a couple bales of hay then toss you into the storage room of a bakery." Midnight chuckled eliciting a gasp from not only the creeps, but Twilight as well.

"Midnight!" Twilight spoke out in shock.

"Wait. Did you just say Midnight?" The lackey spoke up.

"Yes, that would be my name." Midnight spoke up causing the lackey to laugh loudly.

"Boss, you done screwed up. This fella 'ere took out that shadow thing a while back. Even Celestia and her l'ittle sis couldn't do that." He continued laughing causing the boss to sigh.

"Alright fine, ah made a mistake. So what are ya gonna do? Kill us? Or take us to the guard?"

Midnight smiled evilly as his horn ignited.

"Night, Do you really think what you did will be enough?" Twilight asked looking back at the two idiots from the Ally.

"Yea, at least this way ponies will know to avoid that ally." He chuckled, taking a look back to see his work.

At the end of the ally on both sides stood each of the creeps that had tried to pony nap them. Their clothing had been mended and washed. Their bodies had been clean and dyed a bright neon orange and pink stripped. A large sign had been placed above them in blinking lights saying. "I pony nap children and ransom them back to their parent's, I didn't get away with it this time. This ally is my place of hiding so please keep your foals at home and away from here."

The two idiots had been frozen into a silly pose while holding the signs up above their head. The spell cast on them would take a week to wear off unless a Unicorn guard took them to jail, in which case it would break then. Since they would be frozen in the pose they were in, no food or water would be needed to keep them alive. The spell would do that.

"I still can't believe you did that." Twilight giggled.

"They deserved much worse. That is one thing I cannot stand. A kidnapper in my opinion deserves a fate worse than death." Midnight growled causing Twilight to slink away slightly.

"But no worries, They will learn their lesson. Even if I have to visit Canterlot more often to do this again. He chuckled.

"What do you mean a fate worse than death?" Twilight asked nervously.

"I'm sorry Twi, I shouldn't have said that. It's just that I have known several families that had their child taken from them. One managed to get their child back after three years, the other couple wasn't so lucky. I'll be honest with you Twi. Had I been alone and in that ally, I would have taken their lives." He sighed seeing Twilight gulp.

"W-would you do that to anypony?" She asked nervously again.

"No, only to those who would harm a child or try to take them away from their parents in order to get a ransom or to do other things to them. I'm not cold blooded Twi. But I do believe in swift punishment to creeps such as them."

Twilight gave a sigh of relief. "Although I don't agree on taking a life unless need be. I understand what you are trying to say."

"Well, take this into consideration. We left those jerks frozen for a week. If the guard doesn't pick them up and jail them then they will be free to do this again. If they manage to do this again then the child that gets caught will endure a lot of suffering, as well as their parents. If things do not go smoothly then the child or children could die in the process, leaving the creeps to do it again later and leaving a family heartbroken. All I did was delay the inevitable." He sighed but stopped noticing the lack of a purple unicorn at his side. He turned his gaze to see her crying a few steps back. He turned heading back to her giving her a gentle nuzzle.

"Are you alright Twi?" He asked raising her gaze to meet his.

"A-as much as I dislike the thought of taking a ponies life. You are right. You only delayed the inevitable. Midnight, you may do what you feel is right." She cried softly as Midnight wrapped his hooves around her.

"The theater is right there. Go ahead and get us a couple tickets. I'll make this quick." He sighed trotting back to the ally.

After ten minutes had passed Midnight returned to the theater, Twilight staring at him with wide eyes as he got near.

"I didn't kill them. I teleported them and myself to Celestia and told her what happened. She said that she would jail them indefinitely. So don't mmmmmMMMPH!"

Twilight had wrapped her hooves around Midnights neck giving him a tender kiss. He pulled back after a few moments looking at her in slight shock. Twilight giggled giving a slight blush.

"Come on now. Just because we are kids right now doesn't mean we can't at least kiss. We will return to our normal sizes in a few days." She smiled giving him another quick kiss.

"I know, it just feels odd is all. Knowing that in your mind you are an adult as well as I. But our bodies are that of children. I would like to avoid doing anything as I am now so that I won't end up thinking like a pedophile." He sighed lowering his head.

"I understand. So if you want to wait to do anything that is fine with me." Twilight smiled but gasped softly as Midnight leaned over giving her a quick kiss.

"I guess a few kisses wouldn't hurt." He smiled causing her to blush as they trotted into the theater leaning onto each other.

74. A date with my filly doesn't go as planned (part 2)

After the movie had ended and the two prior adults left the theater, they made way to a local restaurant to grab some food before heading back to Ponyville. They found a small diner just down the street and headed inside, taking a seat in a booth and opening up their menus. After a couple minutes a waitress trotted over to them smiling.

"Now isn't this adorable. Are you two out on a date?" She spoke playfully.

"Eeyup." Midnight smirked causing Twilight to giggle.

"Yes we are. I would like a tofudog and some hayfries please. And a applejuice for my drink." Twilight smiled hoofing her menu to the slightly shocked waitress.

"Same here, make mine a double though." Midnight smiled but stopped, seeing Twilight cocking a brow at him. "What? I'm hungry."

"Alright then, that'll be twenty bits please." The waitress smiled.

"So we have to pay before we get our food?" Midnight asked cocking a brow.

"Unfortunalty yes, we have had a string of younger customers coming in and leaving without paying so we had to impliment this new rule to keep them out of here." She sighed but stopped as Midnight pressed to silver bits forward.

"I-I'll be right back with your order." She spoke in slight shock.

Twilight giggled looking across the table at Midnight. "She seemed surprised that you went ahead and paid for it."

"I think she was more surprised to see a child with that much money." Midnight chuckled.

After roughly ten minutes of waiting the waitress came back out with the food sitting it onto the table. "Enjoy your meal." She smiled as she turned back toward the kitchen.

"Miss." Midnight spoke up catching her attention.

"Yes?" She smiled turning back to the table, but looked down seeing a silver bit. She looked back up to Midnight with a questioning glance.

"It a tip sugar." He smirked giving her a wink. She smiled picking up the bit and placing it into her apron trotting happily back to the kitchen.

"Midnight, your going to cause her to get mixed signals if you keep flirting like that." Twilight giggled before taking a drink of her juice.

"That's the point. Being a kid is a lot of fun since the adults don't really know how to react to certain things." He chuckled taking a bit of his tofu dog.

"Hey there. How are we doing this evening?" A young colt just a bit bigger than Midnight said as he trotted up to the table giving an evil grin. Three other young colts standing behind him.

"Doing fine, just taking in a quick bite before heading home." Midnight smirked taking a quick sip of his drink to wash down the tofu. He turned to the small group smiling. "Anything I can do for you fella's?

The three younger colts behind the largest of the group chuckled softly as the apparent boss of the group spoke up.

"I noticed ya paid for your meal and gave that horse a big tip." He spoke but was cut off.

"Watch your mouth, You do not call any mare a horse!" Twilight snapped causing them to stare at her in slight shock and confusion.

"What did you say you little horse?" He snapped back causing her to recoil away, tears welling up in her eyes.

"I don't understand, how is the word horse used in this world." Midnight scratched his head looking between the small group and Twilight.

"It means whore you pintsized idiot." One of the guys from the group spoke up eliciting a chuckle from the rest.

"Why what are you going to do about it squirt? Beat us up?" The boss laughed.

"Oh, maybe we can take this pretty little thing home with us and have some fun with her." One of the lackey's spouted as he moved closer to Twilight but stopped as he bumped into something invisible.

"Midnight, go easy of them. They are just young colts afterall." Twilight sniffed.

"Shutup you little horse! GCK!" The boss shouted but suddenly stopped as he was lifted from the ground by an invisible force around his neck. The other three began to run but the same happened to them.

"MIDNIGHT!?" Twilight shouted looking to the confused Alicorn across the table.

"It's not me. But I was about to." He chuckled watching the three flail about until they heard hoofsteps coming through a closed door from the kitchen.

"I am tired of you little shits always coming in here and runnin of mah customers. If I see you little dickless shits come in here one more time, so help me by Celestia I will denut your sorry flanks and mail whats left to yer folks. Not get yer sorry flanks outta my shop and don't come back!" A stout looking Unicorn snapped at the four as he tossed them through the window of the diner then used his magic to return the glass back into its pre shattered state. Twilight and Midnight gawked at him before smiling.

"That was awesome." Midnight chuckled.

"Thank you for that." Twilight smiled.

"No problem you two. It's little punks like that who keep runnin mah busniess off in the first place. They come in here and goad ponies until they get a few bits from them. After seeing ya give a silver bit to mah waitress there, they were gonna hurt ya if they didn't get what they wanted." He spoke giving a sigh.

"Hey dickhead! Eat this!" Shouted a pony from outside as a molotov was thrown through the window of the diner shattering and sending fire all over.

"Dammit!" Shouted the unicorn chef as he began putting out the fire but couldn't due to the fuel spreading all around him.

"Get out of here kids. Get to safety." He shouted but stopped as he noticed Midnight's horn ablaze with magic. Twilight, the chef and the waitress looked on in shock as they watched the fire flicker then stop and began to move backwards coming back together. The shards of the shattered bottle slowly coming together and closing around the fuel then fly slowly back through the window then stopping just outside as the bottle glowed before disappearing through a small portal.

Midnight fell forward onto the table giving a large gasp of breath.

"Damn that was harder than I thought it would be." He sighed before taking a drink of his juice. Twilight and the chef staring at him in disbelief.

"Midnight. Did you just use time altering magic?" Twilight asked in shock.

"Yes, why?" he asked wiping his mouth.

"Kid, that magic is the highest known level of magic possible. To make it just reverse like that is possibly the hardest spell known. And you did it without breaking a sweat. Just who are you anyway?" The chef asked in shock.

"Name's Midnight Flame, don't let my size fool you." He smirked but stopped as the chef and the waitress bowed to him. "Come on now, no need for that. I'm just another pony on a date." He chuckled causing them to rise and looked to each other.

"Please, if you won't let us bow to you then let us........." He stopped seeing Midnight lift his hoof.

"No need. Just think of me as another pony and not royalty. If you have to think of me as something other than a pony, then think of me as a friend." He smiled.

"Very well then, but may I ask one thing?" He smirked.

"Yes?"

"Why are you a midget?" The chef smirked causing Midnight to literally fall out of the booth. Twilight laughing loudly at the comment.

After a brief explanation the cook had been filled in. The chef was against filly foolers and seeing royalty as a child and on a date with a filly didn't sit well with him until everything had been cleared up. The two children finished up their meal and quickly teleported back to the library.

"Spike, we're back. *yawn*" Twilight shouted as they walked through the entrance to the library.

They stopped though listening to a loud snore. Twilight looking to Midnight who just rolled his eyes.

"I bet he fell asleep eating ice cream again." Twilight snorted as she went into the kitchen to see a purple baby dragon laying on the table. A large ice cream covered spoon in his claws along with a half eaten tub of ice cream at his side. Twilight gave a sigh picking up the ice ream and placing it back into the fridge, then picking up the sleeping dragon and carrying him upstairs to place him in his basket bed.

*yawn* "I think its about time for me to get some sleep." Twilight smiled through droopy eyes.

"I think I'll join you. It has been a long day." Midnight smiled fixing her bed as she crawled up into it. He quickly jumped in letting Twilight snuggle up to him as he tucked the cover in around them. Eyes closing slowly as sleep began to take hold of them.

75. A gift within a gift

*snore* hmmmmm heh heh.............

*snore* Yea thats the spot .............

*snore* yer a naughty one heh heh..........

*snore* *kicks the air gently laughing*

*SPLASH*

"AAAAAAAAAHHHH!" Midnight jumped from his sleeping position on Twilights bed to a prone spot in shock as he was suddenly awakened from his dream by a pail of water being tossed onto him.

"I told you he talks in his sleep." Twilight giggled watching him shiver from the cold water.

"Ah reckon the lil fella won't be talking in'is sleep anytime soon." AJ chuckled putting the bucket down.

"WHAT THE HELL!?" Midnight shouted causing them all to laugh.

"I'm sorry Midnight but you were acting rather strange while asleep. I can guess what you were dreaming about though by the way you were talking." Twilight blushed, covering her mouth with a hoof to stifle a giggle.

"Midnight jumped from the bed, slowly trotting between AJ and Twilight, he stopped just before shaking off like a dog, splashing all of the water from his frame onto them.

"HEY!" They shouted at him in unison.

AJ reach down quickly scooping up the little Alicorn and holding him to her chest with both arms, gently nuzzling the top of his head with her cheek as she spoke.

"Awwwww, is the lil fella all grumpy wumpy?" she spoke causing Twilight to giggle loudly. Midnight just staring at Twilight as he spoke.

"You do realize that I will return to normal in a few days AJ, and I am going to make you pay for this." He deadpanned.

"Well then ah better eat up as much'o this as ah can." AJ giggled nuzzling his head even more, only to cause him to sigh in defeat.

"Oh I know, let's play dress up with him." Twilight smirked causing him to gasp.

"Nope! That's where I draw the line." Midnight squeaked out just before teleporting out of AJ's grasp to next to Twilight.

"Awwww, come on. let us girls have some fun with you for a change." Twilight smiled hugging the tiny Alicorn.

"Hmmmmmm. On one condition." Midnight grinned as he began to whisper into Twilights ear. her face turning a crimson red just before shoving the Alicorn away who began laughing.

"I think I'd rather take my chances elsewhere." She squeaked as she turned, heading downstairs.

"What did ya ask'er?" AJ whispered as she trotted up to him.

"Not much, just for her and Rarity to wear their lingerie together and we all have a little fun together once we're adults again." He chuckled getting up from his spot on the floor. AJ began laughing at the remark but stopped once she saw Twilights death stare from downstairs. She leaned down whispering into his ear as soon as Twilight vanished through the kitchen door downstairs.

"Ah wouldn't mind doing that if'n you can get Rainbow or Rarity to do it as well." She giggled blushing a light red as she pulled away from the shocked Alicorn to trot down the stairs. He shook his head to clear the fog before looking to AJ.

"You had better not be teasing me AJ." He smirked only to cause her to laugh.

After cleaning himself up, Midnight had made his way to Rainbow's cloud home to pick her up for their date. It was now Saturday and also the day for the Wonderbolt's show at the Cloudisium in Cloudsdale. He arrived quickly wearing a pair of goggles that the Wonderbolt's wear during their routines. His mane slicked back as if in a permanent wind swept look. He grinned as he entered Rainbow's cloud home giving her a shout.

"Hey RD, You up? It's almost time for the show." He yelled hearing some soft hoofsteps coming down the cloud stairs.

"Yea I'm up. Was just getting a few items to take with us to get signed by the team." RD giggled as she began to pull a large sack of items down the stairs behind her.

"You do realize we can't carry all of that stuff right." Midnight groaned.

"I know, Thats why yer gonna put this into your little portal so we can summon it when we see them backstage." RD smiled widely. Midnight gave a sigh as his horn lit up.

"Only for you Dash." He chuckled as the sack was placed into the portal before it closed. "By the way. Got ya a pair of these." He smirked as he tossed a pair of official Wonderbolt's goggles to RD.

"Sweet........ Wait a sec............ ARE THESE NUMBERED!?" She gasped looking at the numbers along the side of them.

"Eeyup, managed to get number one and number two." He smiled tapping the pair of goggle raised just above his eyes and nodding to RD's pair. She smiled widely as she swooped over picking up the tiny Alicorn and kissing him repeatedly.

"ThankyouThankyouThankyouThankyouThankyouThankyou!" she poke out quickly causing the pint sized Alicorn to laugh.

"Come on Dash, we need to get going so we can get ahead of the crowd."

"But the show doesn't start for another 4 hours." Dash said looking to her clock and then to the tickets.

"You do realize that ticket holders with the specialty tickets are allowed in the back as soon as the doors open right?" He chuckled causing her face to nearly explode from the smile that she had emitted.

"Then lets go." She squealed happily as she swooped down, grabbing up the Alicorn and bolting out the door to head toward Clousdale.

After roughly ten minutes of flying they had reached the Cloudisium, landing outside near all the other ponies who were waiting to get inside. Dash looked around at all of the ponies that had shown up and was quite surprised. The show had sold out except for the specialty tickets which only two had been purchased. So now Rainbow could kick back and relax while hanging with the Wonderbolt's.

"Hey Dash. follow me." Midnight spoke out, gaining her attention as he flew over the crowd toward the booth he had purchase the tickets from before. About thirty feet away was an entrance guarded by two burly looking Pegasi. He landed in front of them looking up to them. Rainbow landed next to him pulling out her tickets.

"Move along kids. This is the royalty entrance." One of the guards spoke up.

"Ahem." Midnight spoke up looking up to them. They both looking down to the pint sized pony before noticing that he was an Alicorn.

"Nice trick kid. But ah ain't......" He stopped as the other guard began to whisper into his ear.

"Ah sorry bout that. Didn't know Luna had tossed a spell onto ya. You two have a good time." He smiled as the other guard opened the door to let them in.

As the walked through the door it quickly closed behind them. They walked down a long corridor before it branched out into a wide room with door all along the walls. The area in question was like a large circle with another hall on the far side of the room adjacent to the one they were currently walking out of. Five doors were laid out on both sides of the room. A small rainbow water fountain in the center surrounded by cloud benches and four pillars. As Midnight and Dash made there way toward the fountain they could hear talking from one of the open doors to the left side of the room. They made there way over to the door just as Celestia walked out.

"Tia?" Midnight spoke out causing her to snap her attention to the tiny Alicorn, giving a soft chuckle while covering her mouth. "Ugh, go ahead get it out of your system." Midnight groaned causing the princess to laugh a little louder.

"I am sorry Midnight, but seeing you as you are now is rather humoring." Celestia smiled.

"I know, I'm just a barrel of laughs aren't I?" He remarked sarcastically.

"Hey princess." Dash spoke out giving a bow.

"Ms. Dash, what a surprise. I hope Midnight is treating you well today." She smiled.

"Well, he managed to get me a couple tickets to see the Wonderbolt's, It's to bad he is in his current size though. Woulda been nice to flaunt him off during our little date." Rainbow sighed.

"I think I can take care of that." Tia smiled as she turned back to the room she had just come out of. "Luna dear. Would you please come here?" Tia asked just a little louder than her normal voice.

"Sister? What is it?" Luna asked but stopped as she noticed Midnight and Rainbow Dash, then looking back to Tia.

"Would you please remove the spell you cast on Midnight?" Tia smiled causing Luna to sigh in defeat.

"I guess so. But I'm still mad at how you went about teaching me how to talk like a modern pony, and the extent you took on doing so." Luna sighed as her horn lit up releasing Midnight from his spell. He shuddered as he returned to his normal size, then smiled as he wrapped Luna into a hug causing her to squeak in surprise.

"I'm sorry for what I did, But you have to admit. The way you're talking now is so modern, maybe we should schedule another date for other lessons." Midnight smiled but stopped as he noticed Luna's horn glowing again.

"Don't make me turn you pink." She exclaimed with a grin.

"JOKING! Just a joke. No pink please." He back peddled causing the three ladies to laugh. "I do have another question though." He spoke catching their attention again. "Can you release Twilight and Rarity as well? I know they are going to give me hell if I show up like this and they haven't turned back to normal."

"When I returned you to normal just now, the spell was broken on all those who it had been cast on. Don't worry." Luna smiled causing Midnight to give a relieved sigh.

"Thanks Luna." He smiled but his attention was suddenly turned to Rainbow as she gasped out loud. He looked down to see a light blue cloud and rainbow trail at his side leading to one of the doors in the room. Rainbow had seen one of the Wonderbolt's exiting their room and made a break for it to talk to them.

"I guess I had better go keep tabs on Dash. She tends to get clingy when it involves the Wonderbolt's. He chuckled, nodding to the princess' then heading across the room to RD.

"Yes really! OH! Here he is now. Midnight this is Spitfire, captain of the Wonderbolt's." Dash smiled as she introduced the two ponies.

"It's a privileged." Midnight smiled nodding to Spitfire.

"It's an honor to finally meet the new Alicorn to arrive in Equestria. Rainbow has told me a lot about you in the three minutes we've spoken." She smirked, getting a giggle out of Rainbow.

Midnight cocked a brow at Rainbow as he spoke. "I hope it's all good." He grinned.

Spitfire smiled as she trotted around Midnight eyeing him up and down. "Mach ten is a feat indeed, and to do that while........ well, you know." She giggled causing Midnights fire mane to burn a bright orange. "Not bad Dash, care if I borrow him sometime?" She smirked causing Midnights jaw to drop only to make them burst out laughing.

"That was evil." Midnight chuckled to Spitfire.

"And why is that?" She asked cocking a brow to the Alicorn.

"You had my hopes up." He grinned causing her jaw to drop this time. Spitfire looking to Dash as she whispered to her.

"Do you guys have that kind of relationship?" she asked causing RD to grin as she whispered back.

"He is engaged and has a mare friend on the side. His partners agreed to leave their relationship open." She giggled causing Spitfire to gawk before smiling.

"Well then." She smiled trotting by the Alicorn and flicking her tail at his nose playfully. "I guess things will get a little more interesting then."

Midnight smirked looking to Dash who just grinned back. "I see why you like the Bolt's so much Dash." Midnight laughed as he trotted after Spitfire.

After locating their seats near the princess', Dash and Midnight sat back as the show began. The Wonderbolt's erupted from the floor of the Cloudisium, trails of lightning filled smoke in there wake. Rainbow was of course cheering loudly, more so than the rest of the ponies all around her. The show began with the Bolt's breaking off into a series of easier stunts that Rainbow had pulled off easily during her training. Midnight noticed the similarities in the tricks from his time watching Dash perform them in front of him. After a few minutes of performing the stunts, they began to get far more complex. Rainbow ooooing and aaaahing at the sight. That was until the Bolt's took a steep dive and began to pull up at the last second.

"This is one of the hardest stunts to pull off Night. The g-force's that are pulled during this will break an untrained ponies wings." Dash began to explain but stopped as a loud snap echoed through the Cloudisium and one of the Wonderbolt began to scream out as they began to fall through the air.

"That's not......" Midnight began but stopped as Rainbow bolted from her seat, just barely catching the Wonderbolt in mid air before he could hit the floor of the Cloudisium. Midnight rushed to her side as she set the Wonderbolt onto the ground who cried out in pain. A hush fell over the crowd as an emergency medical team came over to get the injured pony. The other Bolt's setting down to check on their fallen comrade.

"AAAH! My wing, Its broke." The Wonderbolt cried out as he pulled his goggles from his head and flinging them to the side. tears streaming down his face from the pain. Spitfire came forward giving her friend a nuzzle as she began to speak.

"Guys, it looks like we are gonna have to cancel the show. We can't perform the rest of our tricks without another flier." Spitfire sighed looking down.

"Hang on a sec, what if you had someone who knew your routines and could keep up?" Midnight grinned causing everypony to stop.

"I guess we could continue. But that pony would have to have some serious skill as well as somepony to help back up the claim. I can;t just let any flier join and cause us to look bad." Spitfire spoke up.

"What if that flier had won the best young fliers competition and saved a few ponies in the process?" Midnight grinned again causing Spitfire to realize who he was speaking about. She turned her head to look at Dash who, if smiled any bigger, would give Pinkie a run for her money.

"Heh, suit up Dash. Today your living the dream." Spitfire chuckled as Dash bowled Midnight over giving him a passionate kiss, then vanishing into the locker rooms. Spitfire right behind her.

"O......k..." Midnight spoke in a stunned voice. Everypony around giggling at him.

After a few minutes intervention and Spitfire explaining to Dash about what stunts they needed to perform, the show began. Midnight had found a spot with Celestia and Luna in their private booth as they watched the show. Everypony sat in awe watching the rainbow trail gliding along with the smoke and lightning trails. The show continued on for well over an hour until finally they all landed onto the floor of the Cloudisium, fireworks erupting all around them matching the volume of the crowds cheers. The performance had been an utter success.

Midnight, Celestia, and Luna trotted from their booth down to meet up with the Wonderbolt's and Rainbow Dash. Thy arrived after a couple minutes walk to the entrance of the locker rooms.

"Dash, you did fantastic." Midnight smiled as Dash trotted up to him giving him a kiss.

"I have to admit." Spitfire began as she caught their attention. "Dash, if you ever wanted to become a Wonderbolt, you have my blessing." She smirked causing Dash to beam.

They all stopped however as a doctor trotted over to speak with the team. After a few intense minutes of talking the doctor left, Spitfire trotted up to the small group as she began.

"Well it seems our injured Wonderbolt is going to be out of commission for the next month. If not two. He had a pretty back fracture to his wing and it is going to take a while to heal properly and for him to build up his endurance again. We may have to cancel all of the shows for the next couple months unless we can find somepony willing to take his place as a temporary Wonderbolt." She gave a slight smile as her vision fell onto Rainbow who was just gawking.

"I think that's your cue sugar." Midnight said as he gave her ear a nip knocking her back to reality.

"I...... I would be honored if the Wonderbolt's would accept me, even as a temporary flier." Rainbow smiled as tears streamed down her face.

"It's settled then. Welcome to the Wonderbolt's Rainbow Dash." Spitfire smiled as the crowd roared in the stadium.

"You mean to tell me we were on the loud speakers this whole time?" Rainbow gawked.

"I guess you didn't notice from the afterglow of doing all those stunts with us. No worries. You'll get used to it." Spitfire chuckled as she placed a hoof around her withers and waved to the cheering crowd. The rest of the team along with the royalty joining in with them.

Rainbow looked up to Midnight with a tear dampened face, she silently mouthed the words thank you to him. He smiled in return giving her a wink. This had been by far the best day ever for Dash. The future though, would hold other untold stories. But we can wait for those to pop up in time.

76. Athlete's and Chaos

"What a night........" Midnight spoke softly as he rose up in bed, looking around to take in his surroundings.

'Cloud room, check.'

'Cloud bed, check.'

'Beautiful Rainbow mane lover asleep at my side, double check.' He smiled as he leaned over giving her sleeping head a kiss.

*WACK*

Midnight fell out of bed onto the floor of the bedroom holding in a scream of pain as he rolled around holding his nose. Dash laying sprawled out on her bed, on her back snoring softly, her legs gently running in the air. Ever so often they would give a hard buck into the air, to Midnight's misfortune, he had been on the receiving end of a buck.

"Ohn Gawd dat fuhkin hurwt." Midnight groaned out as his horn quickly lit up casting a healing spell onto said nose.

After a minutes of pain and some magical healing later he had recovered. He looked around trying to locate his additional partner but didn't see her. He made his way out of her room to the downstairs kitchen finally finding his other lover.

"Yer up early Fire." Her smirked walking over to her giving her a kiss.

"Hey now loverboy, just cause I got a lil antsy don't mean this'll be a regular thing." Spitfire giggled before taking a sip of her coffee.

"You wouldn't believe how used to hearing that I am. Heh." Midnight gave a smirk as he grabbed a cup of coffee. Glancing over to Spitfire he watched as she let out a yawn then blush as she noticed him smiling at her.

"Is the captain of the Wonderbolt's tired?" He chuckled.

After that triathlon you put Dash and me through last night I'm surprised your not sharing some Z's with her upstairs." She smirked but stopped as she heard a loud snore coming from just that area. She and Midnight looked to each other giving a loud chuckle.

"I guess she was more worn out than either of us with that train wreck of a snore." Midnight laughed.

"Yea, but anyway, I need to head back to the Clousdale. My team needs to get started on training for the next show. Tell Dash she better show up early if she wants to make a good impression." Spitfire smiled as she placed her coffee cup into the sink.

"I thought she did that last night by getting you off 6 times in a row." Midnight snickered.

"Hey, that was impressive. Just not the thing we can show to a family oriented crowd in a stadium filled with ponies looking for daredevils of the aerial nature." She smirked.

"Hmmmm, seems you are well versed in the field of smart ass-ery." He smirked.

"And you in the showboating area." She smirked back causing him to cock a brow.

"Show boating? When did I do that?"

"Twelve times Night......... seriously. Then you passed out. Show boating seems to be one of your specialties. Spitfire chuckled as she opened the door to Dash's house and taking flight, leaving a stunned Alicorn in her wake.

"What's with all the talking down here? Seriously, can't you guys wait til a normal hour?" Dash spoke with a yawn as she entered the kitchen.

"Awake now Ms. Wonderbolt? And by the way its like one in the afternoon." He nodded to the clock overhanging the sink.

"You'd be tired to if you were a normal pony." She smirked as her wings flared out.

"If I was normal then we wouldn't be having this conversation now would we?" Midnight chuckled watching Rainbow deadpan him.

"Guess I'm just lucky you're a weirdo then ain't I?" She grinned leaning up and giving him a quick kiss.

"Yea, but ya never know. I could suddenly turn back into a human one day for all you know." He spoke as he looked into her eyes.

"Heh, doubt that would ever happen. You have way to many mare friends and a Goddess constantly looking after you to prevent that from happening. Besides, if you did then we couldn't play anymore.
She chuckle giving him a grope.

"And why not?" He laughed cocking a brow at her.

"Because then you wouldn't be able to satisfy me the way you can right now smart flank." She laughed, pouring her a cup of coffee.

"It's not the size of the tool, it's how you use it." Midnight grinned evilly as he pressed his snout just below her tail causing her to shriek out in surprise.

"MIDNIGHT!? Come on now, I thought you had enough last night after passing out." She cackled as she flipped up and backwards over Midnight without spilling a drop of her coffee.

"Its always more of a challenge with an athlete." He grinned again, hunkering down playfully at her.

"True, but if you can't keep up then your just in the way." She smirked placing her cup of coffee onto the counter after taking a big drink.

"Clousdale?" He grinned.

"On my mark." Dash grinned opening the door and stepping outside, Midnight taking a spot next to her.

"Alright whenever you're......." He was cut off as Dash did a quick countdown.

"Three. Two. One. GO!" Then bolted of like a rocket.

"HEY!" Midnight shouted as he put forth a burst of speed to catch up to her.

The two arrived in Cloudsdale in record time. Dash of course taking first place followed by Midnight who just laughed as he landed beside her.

"You do realize you're going to win every time right?" He chuckled as they began to trot along.

"Because I'm the fastest pony in Equestria?" She smiled.

"No, because you have a seriously nice flank." He smirked just before he got a hoof into his shoulder.

"Easy killer, it was a compliment." He chuckled rubbing his shoulder.

"I know, that's what you get for giving me one." She laughed.

"I wonder what I would get for an insult?" Midnight rubbed his chin in thought.

"A buck upside that thick skull of yours. Don't make me get AJ to sic her pet rake on you. I heard the last one kamikazed your head then came back from the dead to claim your shin." She chuckled trotting around him playfully.

"I told that farm girl to not to tell anyone." Midnight face hoofed causing her to cackle.

"Don't worry hard head. I won't spill the brains, I mean beans." She grinned causing him to sigh in disbelief.

"Eeyup. I'm gonna pay her back now." He laughed flipping his wings and tail out toward the pegasus trotting around him, brushing them against her playfully.

"Yea, anyway, I'd better go meet up with the team to start practice. Come by and watch us if you get the chance. Spitfire said we'll be performing a few more shows in the Cloudisium before heading to Manehatten for the next three weeks. You'd better show up to see me off or I might just tell the princess that you're slacking."

"GASP! ME?! SLACKING?! The very idea simply shocks me to no end my dear." He laughed causing her to roll her eyes at his play with words before giving him a quick kiss then heading toward the Cloudisium.

They parted ways as Dash took off toward the Cloudisium and Midnight toward Ponyville. He had been procrastinating on seeing a certain pony for some time now, and it was time to make amends.

"You bucking dick! What the hell?!" Vinyl shouted at the Alicorn as he backed away from her.

"I did come by to say I was sorry about the whole thing. I never meant to get popular. I was just doing what I love to do for fun. HEY!" He shouted before ducking under a guitar as it was suddenly wedged into the wall he was up against.

"What the hell. Ain;t you even going to fight back?" She snorted throwing a base drum at him which lodged onto his skull.

"I don't hit mares. It's wrong. *BAM* SON OF A *BAM* BITCH! *BAM* STOP *BAM* IT!" He shouted as he kept pressing his hooves onto the drum before finally dislodging it from his head.

"Dammit Vinyl quite it!" She finally shouted as his horn lit up grabbing her into a force field of magical energy. She struggled for a minute before finally stopping to look at him with a loud snort to follow. He brought her closer hit him as he began to speak.

"Listen,, I said I'm sorry. I want to make it up to you. Just name something. Anything and I'll do it. I never meant to hurt you by doing what I did. I didn't mean to avoid you all that time either. I just got busy, and well. Things came up." He sighed looking at her as she looked away, a hurt expression on her face.

"I'll forgive you one two conditions." She grinned causing him to face hoof.

"I knew I was going to regret this." He chuckled.

"You get to help me open my new club across town not only as a celebrity guest, but also a performer under me. Then you have me do an intro for you the next time you hold a concert for the less high brow crowds."

Midnight rubbed his chin in thought before stopping as Vinyl pulled out like a hundred drum sticks.

"Better think quick. These sticks are looking to pound on something." She grinned.

"How about that sweet ass of yours *WHACKITY WHACK WHACK WHACK* "AAAAH OK! OK! I'LL DO IT!" *WHACK* "DAMMIT! You are fucking evil with them things! And don't hit my shin, UGH! I've been hit there to many *WHACK* FUCK! OW OW OW OW OW! ALRIGHT! UNCLE DAMMIT UNCLE!" He shouted rubbing his shin from the sudden whacking.

"I think you enjoy the pain." Vinyl giggled.

"What makes you say that?" He asked smiling up to her.

"Your odd way with words for one. You knew I was going to hit you and you said you wouldn't fight back against a mare. My guess is you're a masochist in disguise." She grinned.

"Nah, I don't enjoy pain on a regular basis. Just when its planned out." He smirked as the pain in his shin died down.

"So you planned this visit then?" She cocked a brow giving a smirk.

"Yep." He snickered causing her to laugh while shaking her head.

"Guess we have a date then." He smiled, standing up and dusting himself off. Vinyl looking up to him through rosy cheeks.

"A date?" She squeaked.

"Of course. You, me, making hot music in front of thousands of ponies. Isn't that what you wanted?" He smirked blowing into her ear.

"Sounds good to me." She grinned. "But don't get your hopes to high. You owe me this much for what I shared with you."

"I'm just surprised you haven't copied all of the songs I knew by heart into your own little records to sell to the masses."

"It's in the works. I figure I have roughly forty albums ready to go." She laughed causing him to gawk.

"Better make sure none of them are what I'm hoping to play." He grinned.

"First come first serve big boy." She pulled up a hoof spitting onto it and pressing it out.

"Sounds good to me DJ." He grinned doing the same, smacking his hoof into hers in agreement.

"Seeya friday night. Don't be late. My crowds tend to get overly hyper and very annoyed by slow things, and they would eat you alive." Vinyl smirked as Midnight trotted out the door.

"Dammit! I swear I'm never going to learn am I." Midnight groaned as he walked along talking to himself.

"Pissing off every other pony isn't good for business. Nor for getting fucked as often as I do. This is really getting out of hand. I've taken on more than I can handle right now and I'm really starting to get annoyed. I mean, first there is getting engaged, almost destroying the world. Saving friends left and right. Getting a mare friend. Saving the world, becoming some type of music sensation. Gaining untold amounts of knowledge. getting turned into a kid TWICE. Not including all of the little side missions I have had to do and all the shit I've had to endure. I never had this much trouble back in my home world. Now I'm in BFE with a world that looks like a fucking cartoon and filled with magic, mythical creatures, and talking ponies. I don't know whether to consider myself blessed, or royally fucked. No pun intended."

Midnight had been out in the middle of Sweet Apple Acres fuming over himself for the past four hours. Constantly belittling himself and trying to come to term with what he was going to do from this point forward. He had considered all the options and what would be at stake for each one, but couldn't come to a conclusion on what to do. It was already late in April and summer was right around the corner. Not to mention that Celestia would be giving birth within the next five to six months. He was in a relationship with two women who were good friends with one another and approved his status in said relationship. Then there was his nieces along with other close friends who seemed to have feelings for him. After an extensive amount of thinking he finally sat down with a thud, gawking at himself.

"Eeyup. I am beyond screwed at this point, so unless I want to stay screwed I need to either one, buck up and face my fears straight on. Or two. Run like a little bitch to the far reaches of the universe with this awesome power. Who knows. I could find another planet that has oxygen and sentient beings to rule over as their God. Nah to complicated. Plus I'd be targeted for death eventually. Noone likes someone with a lot of power who flaunts it. Guess I had better just stay and fuck around a bit more as I try to remedy all of this chaos." He sighed flopping down onto the ground.

"Did someone say chaos?" A voice echoed softly from all around, giving a slight chuckle. Midnight looked around rather confused.

"Yea, whose their?" He spoke out.

"Oh noone special. Just another fellow who enjoys chaos is all. Would you be kind as to not use your magic around me though. I would prefer not to become a statue anytime soon again." He sighed.

"Sure, You haven't done anything to me, so as far as I'm concerned, we are equal parties." Midnight spoke out just before a flash of light erupted from in front of him, balloons and confetti spraying in all directions.

"Parties? I LOVE parties. Why don't we celebrate my reawakening together then?" Discord smiled widely as he placed a party hat onto Midnight's head along with a small party whistle into his mouth. A piece of cake and cup of chocolate milk manifesting in front of him.

"Reawakening?" Midnight cocked a brow in confusion.

"Yes my dear Alicorn. What better time than now to celebrate." Discord chuckled as a few pink clouds swirled around him raining chocolate milk.

"Wait, aren't you discord?" Midnight said looking at him with squinting eyes. Suddenly a pair of thick glasses manifesting onto his snout as Discord appeared at his side staring through a second set of glasses at where he just was.

"I do say, by jove you're correct!" Discord chuckled tossing the glasses to the side, exploding on impact with the ground.

"I thought the elements turned you to stone." Midnight spoke calmly which began to irritate the draconequus.

"Do you have to speak so plainly. It is rather annoying." Discord said as he picked a piece of earwax from his ear, flipping it into a bush and turning it into a giant ice cream sundae.

"Just my way of tossing some chaos into the mix." Midnight chuckled causing Discord to stop in his tracks, then laughing out loud as he patted the Alicorn on the back.

"That was brilliant my friend, absolutely brilliant. Giving chaos to the chaos bringer. GENIUS! I couldn't have done better myself." He chuckled.

"You do know that the princess' along with the elements are going to try and put you back into your stone prison right?"

Discord gave out a hiss of disgust. "Such language, I do not wish to hear of such a thing. But you are correct. Once they learn of my presence again they will undoubtedly try to imprison me once again." He sighed.

"Why not ask them if you can stay in return for not destroying their world?" Midnight smiled.

"But I am the very entity of chaos itself. To not do chaos would be........."

"Chaotic?" Midnight finished causing the draconequus' eyes to snap open in thought. Discord placing his claw talon under his chin in thought.

"You know. That is probably the first time any single being has ever told me that and it make sense." Discord spoke out taking a seat on thin air next to Midnight as he looked off into the distance.

"Well. Throwing chaos into something only to take it away would cause more chaos since the world would lack it, but never really having gotten rid of it. That is how you broke out of your prison is it not." Midnight grinned to the stunned draconequus next to him. "So in essence, you never left and the world never got rid of you. It was the amount of chaos that was present that changed. So if you could convince the princess that the chaos that would be in the world would not change, even with your presence. And you would agree to have part of your power sealed away so that things wouldn't get out of hand. I'm sure they would welcome you as a friend and not a foe."

Discord sat there in utter shock. His eye twitching as steam came out of his ears in thought.

"To much for that little brain of yours?" Midnight chuckled causing the draconequus to snap back into reality.

"No, I got it. I just wanted to see your face when mine was spewing out steam from the ears. Let me tell you, it wasn't that impressive." Discord sighed.

"Hey. I may not have been here long, but from what I have seen compared to my home world. There is nothing that could surprise me here." Midnight laughed as Discord snapped his talons like fingers making a dancing doughnut appear in front of Midnight.

"OOOOooooo Snack time!" Midnight grinned at the donut making it flee in terror. This only causing Discord to laugh uncontrollably.

"Yes, my friend. I do think we are going to get along just fine." Discord chuckled.

77. Getting to know the Chaos bringer

Discord and Midnight had been walking along through the apple orchard talking as they went along. Ever so often the draconequus would transform a tree into some other form that would bare different fruits or objects. Midnight correcting his actions by turning them back and lecturing him.

"Discord, I'm going to let you in on a little secret." Midnight smirked catching his attention as he floated upside down next to Midnight.

"And what would that be?" He asked looking on in utter fascination.

"You need to chill on doing what you do. You aren't impressing me in the slightest by doing magic tricks. So you are just wasting your talent." Midnight sighed.

"But some other pony will come by eventually to see my work and freak out. Oh that would be such a sight to see." He laughed.

"Yes, I think it would be rather entertaining to watch, but you have to think of the variables that would come into play." Midnight grinned at Discord causing him to shudder slightly.

"I do hate when you do that you know. Being so calm and collected, then suddenly grinning like a bandit toward me when you know something I don't. It is rather unnerving."

"No, its chaotic." He smiled as they both laughed out loud.

"I do say you are by far the most interesting pony I have ever come across since I was brought into this world." Discord smirked flipping upright and patting the Alicorns back hardily.

"I am to please." Midnight smirked before continuing. "Anyway, the variables I was referring to are this. When you transform something into something else in order to 'freak out' per say, a pony or other creature. If you aren't around to watch it happen then what would be the point. All you would do is cause some panic from them before they would try to find someone to tell. By that point all that would be left is confusion, not chaos. That is of course if you happened to stay in that particular area just to watch the chaos unfold, and from what I have gathered about your being. You don't have the patience to do such a thing. You just want to place chaos at random near living creatures just to get a kick out of their reactions." Midnight gave him another smirk as the draconequus rubbed his chin in thought. This being the first time he had listened to any lecture or speech in five thousand years of existing.

"You are correct. I tend to get board rather easy." He said as he turned into a plank of wood then floated around Midnight causing him to chuckle. "But you see, not having the patience to sit and wait is chaotic for myself. I would like to be able to sit by and watch the fun unravel but it gets so boring whilst I wait." He sighed turning back into his original form.

"I understand that. I get bored from time to time as well. It's nothing to be ashamed of. It just takes some getting used to. But if you honestly haven't learned after five thousand years, chances are the only way you will learn is by learning from someone with experience."

"How exactly would I be able to do that?" Discord asked cocking a brow at the Alicorn.

"Well if you want, I can share my memories and experiences with you when it comes to boredom." Midnight smirked.

"You would actually let me copy them from you without a fight?" Discord spoke in slight shock.

"Think of it this way, I'm in the teachers position, and you are the student. I teach, you learn."

"I simply loathe being 'taught' any lessons." Discord placing a talon into his mouth giving a gag motion.

"Heh, then you need to learn this if anything. When you find someone willing to teach you something. Take heed in their words. For what they say and teach can be an added ability, or improve one of your own abilities."

Discord stopped in his tracks as what was said hit him rather hard. He let out a chuckle coming back up alongside Midnight.

"So you are telling me that if I learn new things I could apply what I have learned to my fantastic repertoire of chaos?" He asked with a hopeful glint in his eyes.

"There is always that possibility." Midnight chuckled watching Discord do the shuffle in a seemingly victorious dance.

"Oh! But didn't you say that the princess may ask for part of my power to be sealed?" Discord gave a big frown and puppy dog eyes.

"I didn't say it was certain, just an allegation. If you can prove that your actions will not cause chaos like before, and that you would limit yourself and agree to a power reduction iff needed. Then I would guess that she would allow you to stay under a watchful eye. Keep in mind that you can also cause chaos that would be helpful and cause shock and awe at the same time."

Discord stopped again, this time getting right in Midnights face. "What are you talking about? Chaos is.......chaos. It isn't meant to help. Its meant to be....... well.......... chaotic." He huffed. Midnight giving another sigh as he continued walking. pressing past Discord as he spoke.

"I recall a story Applejack, the element of honesty, told me about their encounter with you. You had changed the size of the apples growing from her trees into giant fruits that weighed them down. An apple that size could feed an entire family for a while as well as be used to make countless other baked and confectionery goods. Every pony that would look at the apple would be so shocked and in awe at the absolute chaotic nature of the fruit that they would not only praise your actions, but possibly request further chaos."

Discord gawked, his jaw literally hitting the ground before he picked it back up and snapped it back onto his head.

"You're saying that if I play my cards right." He manifested a bunch of cards flicking them onto a table of losing hands and pulling the chip lot to him. "I can cause chaos, it be welcomed, AND ponies would possibly request that I do more chaotic things that I could not only do on a possibly permanent basis, but get away with it to without worry of becoming a garden centerpiece?!"

"Eeyup." Midnight chuckled watching Discord literally wring his head trying to fully comphrehend what he had just heard.

"You aren't joking are you? Please tell me you're not joking or causing chaos against me. I CAN"T HANDLE COMPETITION!" He shouted shaking the Alicorn roughly only to stop and drop him as he tried to speak.

"WOOO Take it easy there big guy. I'm not competition. I think logically and thoroughly about things at times. Especially if it will help a friend out." He smiled causing Discord to gasp as tears began to well up in his eyes. Discord sat onto the ground gently putting his hands onto the Alicorn as he looked him in the eyes.

"You...... consider me a friend?" He stuttered slightly.

"Of course, You haven;t done anything to me that would negate my decision to become your friend. Why should I consider you an enemy from your past mistakes, even if it was against my friends and this world. Everyone deserves a chance to renew themselves. Why not give you another chance?" He smiled then was pulled into a hug as the draconequus began to wail loudly onto the Alicorn. Midnight giving another sigh as he patted Discord's back in an attempt to console him.

After about twenty minutes of crying and a completely soaked Alicorn and draconequus later. Discord finally stopped crying and pulled away from Midnight giving a sniffle.

"You really consider me a friend don't you?" He sniffled again.

"What gave it away?" Midnight chuckled.

"Oh you know." Discords demeanor doing a one eighty as he began tossing his talon about in a suggestive manor while speaking. "The shoulder to cry on, the comforting pat on the back, not pushing me away even though you are completely soaked by tears, giving helpful advice without judging me. That sort of thing." Discord smiled giving a girlish giggle.

"I'm glad we can come to an understanding then." Midnight put on an iron clad expression of determination while saluting Discord only to cause him to laugh.

"You know, heh heh, you are possibly the only friend I have next to my daughter. But she doesn't count since we are always trying to oust the other within the confines of chaotic competition." He chuckled.

"I wasn't aware you had a daughter." Midnight said as he cocked a brow.

"Well she isn't really a daughter as she is a creation of mine. But since I created her and gave her my abilities as well, I do consider her to be my daughter in essence." Discord smiled.

"Is she in this world as well?" He asked the draconequus.

"She is, but she will show herself to me when she feels the need. I would like to correct what I said earlier though about her having the same powers as myself. I can't simply give another my same power. That much chaos would probably destroy everything in existence. She has a small amount compared to myself. She can't turn a planet or star into a giant piuece of fruit, but she can cause quite a bit of chaos by herself." He chuckled.

"And what would be her name?" Midnight asked causing Discord to place a talon up to his lips in a shushing manner.

"That is the thing. If you say her name she will be summoned to to the being who said it, and to let you know, her name is." He stopped as he pulled out a picture of a screw and a ball on the same page. Midnight looking around the picture to Discord with an incredulous expression.

"Seriously? That's her name?" Midnight chuckled.

"Hey now, no laughing at my families' name." Discord snorted.

"Not making fun. Just thought it was a curious name. But being the element of chaos, I wouldn't put it past you to choose something similar to yourself." He chuckled.

"Alright then, so when do you want to see Celestia and the others?" Discord asked.

"How about now?" No time like the present. But might I suggest something." Midnight smiled up to the draconequus.

"Yes?" he replied.

"If things don't go as planned, could you at least travel to another planet to cause chaos. I honestly don't like the idea of imprisoning someone for a reason like this. Chaos is in your nature. It's what drives you on. Taking that away would be like putting a pony in prison just because the other doesn't like what the other does for a living in essence. So if worse comes to worse, just teleport away and don't cause any suffering to this world. I am part of protecting this world, and if ordered by the princess I would have to help the elements return you to your stone prison, as much as I dislike the idea." He sighed

"I understand. Although this is the first time I have said it. Thank you, not only for your understanding, but your encouraging words. It does mean a great deal to me." Discord smiled as he manifested a bouquet of roses, handing them to Midnight who took a whiff of them, turned green and turned his head to the side sticking his tongue out in disgust.

"DAM Those are rank!" Midnight coughed as he caught his breath. "Smells like week old tuna left out in the sun on a hot day. WHOOOOOOO."

"HA! Finally caught you off guard, and I must say your reaction was priceless." He chuckled.

"Heh thanks." Midnight grinned manifesting a banana cream pie and splattering it onto Discords face causing him to freeze as it slowly slid down his snout and landed on the ground.

Discord blinked a couple times to see through the filling covering his face as he and Midnight looked to the pie on the ground then back up to each other only to burst out laughing.

"My friend, let us hope that the old snooty pants princess will allow me to stay here. I have a feeling we could become the best of friends over time." Discord chuckled as they continued their trek toward Canterlot.

78. Jailtime for an Alicorn?

After an exhausting walk from Sweet Apple acres all the way to Canterlot the Duo had run across many ponies along the way. Most fled in fear except for a very few who stopped to talk to them. Although somewhat intimidated by Discord the ponies in question did not flee as Midnight was right next to him. Midnight had asked the ponies that stopped to talk to, to advise Twilight in Ponyville that the two were currently on a trek into Canterlot and would like to have an audience with the princess. After hours walking and floating along, and countless words exchanged in conversation, the two had finally reached Canterlot.

"Alright Discord, We are in the home stretch." He stopped as Discord appeared in an old school baseball jersey and began running in place then sliding into a home plate. Jumping up and cheering for himself.

"Ok smart ass." Midnight began again, only for Discord to turn into a donkey in a white lab coat mixing several concoctions of unknown liquids then giving a smile as it exploded in his face. Midnight gave a loud sigh, face hoofing. "Time to be serious my friend. That is if you want to remain mobile and in play for any said period of time." He said finally catching the draconequus' attention, who reappeared at Midnights side giving an annoyed look as he walked along with his arms crossed.

"Being serious is so boring. I honestly don't see the point in it." Discord groaned as they entered through the entrance gate to Canterlot.

"Being serious is fun." Midnight chuckled.

"Really? Please go on." Discord gave a yawn waving a hand in front of his mouth.

"You would be surprised with the ideas you can come up with in order to prank someone by sitting down and really thinking of something to do. I honestly think I could out prank you." Midnight smiled causing the draconequus to gawk in disbelief.

"You out prank the embodiment of chaos? Perish the thought. I feel insulted." He spoke as if hurt.

"Boo hoo. Need a hug?" Midnight picked causing Discord to chuckle.

"You are an absolute riot my friend. I do believe I will enjoy hanging out with you." He laughed.

"Sure. I'll take ya to the bar this weekend if all goes well in the castle. My treat."

"How about that. Already on a friends basis and your offering to take me out on a date?! What kind of girl do you think I am?" He spoke in mock shock turning his nose up and away as if insulted.

"A really ugly one. Think I'll need a bag this time around." Midnight grinned causing them both to burst out laughing as they came up to the gate of the castle.

"One other thing." Midnight spoke out catching his attention.

"Yes?" Answered Discord.

"If you cast any spell what-so-ever onto Celestia for any reason. I'll kill you on the spot." Midnights voice went cold as he looked at the draconequus causing him to slightly shudder before Discord broke out in laughter, slowly coming to a halt as he looked to Midnight.

"You're serious aren't you?" He spoke in slight shock.

"She is carrying my foal. I won't think twice about taking off your head if you do anything to her or my foal." He snorted causing Discord to slightly cower. "Friends don't hurt friends in any form or fashion. Pranks regarding their loved ones are strictly off limits. Understood?" Midnight spoke out causing him to nod.

"Good." Midnight smiled as he walked ahead toward the gate of the castle.

"Wow, didn't see that one coming. Wait a sec, foal? YOU MEAN YOU KNOCKED UP CELESTIA!?" He shouted in complete shock causing Midnight to face hoof.

"Yes, now shut yer trap, we are about to." He was cut off as a Unicorn guard stepped forward wielding a spear and pointing it at the two.

"HALT! Midnight Flame, and Discord of Equestria. You have been charged with treason against the throne. You will be placed under arrest at this point in time and brought before the princess' of Equestria to face judgement. Failure to comply will result in immediate extermination. Will you comply?" The guard spoke out as a barrage of other guards came out of a side door from the entrance in force, all of their horns glowing.

"I will comply, as will my friend." Midnight spoke as a Unicorn guard trotted up holding two collars in his magical grasp.

"My apologies your majesty." The unicorn spoke as he placed the collar around midnights neck and a ring over his horn. A magical field quickly being brought around his mid section holding his wings in place.

Discord stood there in disbelief for a moment as he watched what they did to Midnight. The pony began to walk toward him but stopped as he looked at the anger in his face.

"Discord! Remember what I told you. This was a possibility. I won't leave your side. Trust me as your friend." Midnight smiled nervously to the draconequus who gave a heavy sigh moving forward as a pair of cuffs and collar was placed onto him.

"Let's get this over with." Midnight said as they were escorted into the castle.

The two had finally made it inside of the castle and into the throne room where Celestia and Luna stood at their thrones. The element's of harmony standing in front of them in a V shape heading down the stairs from them. Elements powered and ready to strike if necessary.

"Midnight Flame!" Celestia boomed out in the royal whee shaking the very room and surprising everypony within the vicinity.

"You have been charged with Treason against the throne for aiding a fugitive. How do you plea?" She leered at the two.

"Not guilty." Midnight shouted back.

"State your reasons for aiding Discord." Luna spoke out as she stepped to Celestia's side.

Midnight lowered his head giving a sigh before raising it again as he spoke.

"Your Majesties. My friends. Although I have known Discord for only a few hours now, I have spoken to him on a personal basis. For those few short hours I have come to the conclusion that he has been merely misunderstood in regards to his chaotic nature. We have become friends during this time. Although at first meeting him I was skeptical due to the history written about him. I have talked with him and taught him about how chaos works in the world, and can become harmonious with the elements already present." Midnight was about to continue but was interrupted as Celestia shouted forth again.

"Chaos can never be part of Harmony!" She shouted but was stunned as Midnight stepped forth.

"You're wrong!" He began as his voice boomed out shaking the very foundation of the castle. "Listen to me and heed my words. For your next action could not only hurt a friend, but possibly end a friendship before it could have ever began!" He sighed taking another breath as he spoke normally.

"Have you not noticed that even when Discord was imprisoned that chaos was still ever present. Ponies still got into trouble with daily tasks, ponies would still get into accidents, trouble or find that objects and items become misplaced and other such things. What I am trying to say is that no matter what. Chaos will ALWAYs be present. Having complete harmony without chaos would eventually become boring and all beings would lose the will to live. Forbidding chaos is in itself a death sentence to all living things. Would you sentence your kingdom to death just to get rid of Chaos?" Midnight spoke out causing everyone to look at Celestia. She stood there wide eyed for a moment before Discord spoke up.

"Pause for the dramatic effect." He spoke out causing a few ponies to giggle out, including Midnight."

"I would also like to add this one other piece of information. Discord has agreed to have part of his power sealed if you agree for him to stay and become a part of our culture. To live in harmony with not only the elements, but with society, to be able to be given the chance to make friends and ponies he can count on in his time of need and vice versa. Of course he may create a little chaos at times but he has agreed that it would only be in fun and would right any wrongs he had made. He cannot help what he was born to do and is going against his very nature in order to ask not only for forgiveness, but for a chance to redeem himself from his prior transgressions. As a pony who has lived for eons, for one who has had countless friends that she has loved and lost, for the countless experiences you have had. Could you not, even for this one time, give a former enemy a new chance to become a friend and possible asset to our world?"

Silence overtook the entire throne room as Celestia stepped back in shock at what she had just heard. Luna looked to her and nodded to the door behind the throne but stopped as hoofsteps were heard. Everyone stood in awe as Rarity walked down the stairs from the throne, to in front of Discord.

"Discord, although our previous encounter was not under better circumstances, and you took away my horn as well as threatened Equestria with a total rule of chaos. If Midnight has found it in his heart to have us give you a second chance, then I forgive you for what you have done in the past." She smiled as she stepped up next to Midnight facing the throne.

"Thank you Rarity, I do apologize for what I had done. Midnight is a brilliant being that with his logic, has taught me one thing. Chaos will always be present in the world no matter what, but it will be up to me to make it a tolerable level so that it will fall into harmony with the rest of the elements."

Celestia stood there in shock at what she had just heard. Twice she had imprisoned the draconequus with prejudice because he threatened total rule of chaos over the world, and now he seems humbled, and willingly surrendered himself in order to plea for not only his release from custody, but for a second chance at becoming a better being and to live in harmony with the elements and society. As the time passed while Celestia stood in thought, another set of hoofsteps was heard as Fluttershy stepped forward, quickly followed by the rest of the girls all stating that they have forgiven him and are willing to give him another chance. Celestia of course gave a heavy sigh lowering her head before raising it again as she spoke.

"It seems that my answer has been given for me." She began as everyone of the elements, Discord, and Midnight smiled to one another but stopping as she continued.

"However, your powers will be ninety percent sealed away until I see fit that you have adjusted to society, and vice versa. Should at anytime a pony within my kingdom come forward and have proof of your wrong doing Your powers will be completely sealed away until a time that I see fit for them to be released unto you once again. You will have three strikes. Nothing more, nothing less. Once they have been dealt, you will be sealed away within your stone prison once again. Is that understood?" She spoke out in a less hostile tone.

"Understood princess." Discord spoke out.

Celestia stepped forward as her horn began to glow, and aura of the same color wrapping around Discord as it began to seal away his power. He did not fight or struggle as it had been expected. After a few moments he was released and the shackles removed from him and Midnight.

Midnight released a breath he wasn't aware he had been holding.

"Oh God that was intense." He sighed getting a chuckle from Discord and the girls.

"Discord, be warned once again....." She stopped as Discord stepped forward giving her a hug, surprising everyone around.

"I will not fail you my lady." He smiled as he released her from the hug.

"It's nice to have you back my friend." She spoke softly as a tear left her eye falling to the floor.

"It's good to be back, and might I add that you are simply GLOWING." He chuckled as he snapped his fingers and the entire throne room had been decorated in party paraphernalia. A large banner spread across the room that read 'Welcome back Discord!'."

Yes, things were now starting to get far more interesting. In time, they will become even more so. However, you will have to wait to see those stories as they unfold. Time is a fickle thing. So sit back, relax, and watch the chaos ensue.

79. Getting to know the Element of Chaos

It had been about a week since Discord had been released into the world with most of his power sealed away. He had found contentment in listening to Midnight every chance he could get. Learning new ways to improve himself and his abilities, how to become a better friend, and how to live a normal life. Well, as normal as one could live, being the embodiment of chaos. However during his time spent in Ponyville, most of the towns residents had not taken a liking to the idea of the being once responsible for turning their town upside down with chaos, to becoming a resident of the area. Many shunned him whilst he walked alone. Ever so often he would do a magic trick or something fun in his taste of the word, to try and cause them to laugh. Sometimes it would work, others it didn't. During that week in Ponyville however, he had amassed quite a few friends. The elements, although a little skittish at first, warmed up to him and his antics. He in turn got to know each of them first hand as he began to hang out with each of them. After speaking to them all, he had come to find Pinkie Pie to be the most fun to hang around with, spending several days at Sugar Cube Corner talking to her and even helping out in the kitchen by cooking and even manifesting special treats that only he could muster. The Cakes, including the foals found his presence much like a refreshing breeze that would blow by you on a cool day before stopping and letting you warm up once again. The foals however, loved him while he played with them. Doing all sorts of chaos related magic to make them gawk in awe then burst out laughing in glee. Hey, babies have simple thoughts and needs. It's easy to please them, and Discord was eating up their attention. At one point even asking if he could babysit them with Pinkie Pie. Although a little hesitant, the cakes agreed, but Pinkie would have to be present with him during his sitting times.

After another week of scouring the town to make friends, Discord had come to realize that most of the ponies now knew that he really meant what he said by asking for a second chance. He worked hard, forcing his boredom into oblivion at tasks he thought to tedious and to time consuming to do. Bringing forth the information that Midnight had explained to him time and time again. Ever so often he would run across a pony that wanted to do a prank on a friend but needed a little magical assistance for the process. Discord had become the go to guy for all things prank related. This, in turn, got him a job at Gilly's Gag's and Gift's shop. (Remember the episode where Pinkie and Rainbow Dash came out of a building shaped like a jesters hat? Yep, that's the name of the shop) Being an expert in chaos and pranks, customers, comedians, and even nobles looking to have a little fun would come from far and wide to talk to the one and only Discord. God of Chaos, to obtain ideas and even products to help them prank others with.

After a month had passed by, Discord had finally become a full fledged member of society, accepted now by the majority of Ponyville, with the exception of those who still held a grudge against him. He had obtained many friends far and wide and would visit them on a regular basis to say hi, or help out in some way. It was a new life for him, a new start, and nothing was going to get in the way.

"GET OUT OF THE WAY!" Shouted Midnight toward Discord just before crashing into him. They tumbled over the dirt road before skidding to a stop.

"Do you think you could have given me a little more heads up, that actually hurt a little." Discord groaned as she sat upright rubbing his head.

"Sorry about that. Dash has been teaching me some new tricks and I haven't quite gotten the hang of them yet." Midnight chuckled.

"Can't you just do that spell thingy where you look into her mind and relearn everything she has already learned?" Discord sighed.

"I could, but what would be the fun in that?" Midnight laughed as he flapped his wings a couple of times to start hovering just above the ground.

"You think learning is fun? GAG me with a spoon." He groaned in disgust.

"Discooooord." Midnight began as he eyed the draconequus.

"Yea yea, I know. Learning something new is a blessing, Take what you can get when you can get it, and so on and so forth, blah blah blah......." He trailed off as he continued walking toward his destination.

Midnight gave a heavy sigh as he watched Discord walk away. Rainbow swooping down next to Midnight as he was lost in thought. Landing onto his back and wrapping her hooves around his neck catching him off guard.

"HEY!" He began before seeing her as he looked to the side.

"Hey yourself. What's up with sourpuss?" Dash said as she nodded toward Discord as he walked away.

"I'm guessing he is bored out of his mind. Care if we wrap up and I go talk to him?" He asked, getting a nod from the sky blue Pegasus.

"Great." He smiled as he took off after him. Dash spinning in the air, confused as to how Midnight could move like that.

"After about a minute of quickly trotting, Midnight had arrived next to Discord who had just kept his talons up under his chin, scratching it lazily as he walked.

"Penny for your thoughts." Midnight smiled softly to the draconequus.

"You know, I haven't been here long but I feel as if it has been an eon already. I've made friends, helped out many ponies. Even gone as far as to help others out of just the sheer kindness of my heart, and most of the time I still wanted to turn them into something random at some point, but I resisted the urge as it hit me. I don't know how much longer I can last in this hellish environment without a lot of chaos going on at once." Discord groaned falling back onto the ground.

"Well, I did have an idea that I was saving for later, but you would have to get approval from the princess in order to start it up." Midnight grinned seeing Discord's face light up.

"Well. Don't keep me waiting. You know how I hate waiting." He laughed.

"I was thinking you could probably start up an amusement park." Midnight smiled only to cause Discord to give a 'HUH!?' expression.

"What?"

"Yea, you could do that, but give it a chaotic twist. You know, being able to walk upside down through a plethora of stairs that doesn't go anywhere, also change the gravitational pull of a selected area to push and pull ponies all around. I'm sure you could come up with an idea or two. Hell, invite Pinkie, I'm sure she would love to give you ideas." Midnight grinned playfully nudging the draconequus.

"That pink pony is by far, the most fun, ball of energy, I have ever had the pleasure of meeting. She is so random that it throws even me for a loop." He laughed as he gazed up toward the clouds, a dreamy look on his face. Midnight noticing this and deciding to have a little fun at Discords expense.

"So I take it you like Pinkie." Midnight spoke in a rather plain voice.

"Yea she is one random pony, wait, what did you just.......... Oh no..........." Discord trailed off as he watched a grin spread across Midnight's face.

"No, You better not." He spoke as Midnight began to turn toward Ponyville.

"I mean it." Discord smirked seeing the Alicorn turn his head and talk.

"I had better not what? I'm just going into Ponyville." Midnight smiled innocently.

"You know what I mean." Discord chuckled following behind Midnight as his trot speed picked up.

"I have no clue my friend. I was just going to Sugar Cube Corner to get a few goodies. Don't you want a treat?" He grinned.

"Yeaaaaaa, NO! I mean No!" He spoke up in a mock scowl.

"Yeeeeees you do." Midnight grinned as his trotting became a slight gallop, Discord hot on his heals as he began to fly after the Alicorn.

"No, don't you dare tell Pinkie!" Discord shouted.

"Don't tell me what?" Pinkie spoke up as she popped out of a bush next to both of them, in turn making them fall flat on their faces into the dirt path.

"PINKIE!?" Discord shrieked in surprise causing her to fall over laughing at the expression he was giving. After a few moments of gathering himself, and giving Midnight a glare, he walked up to Pinkie rubbing the back of his neck nervously.

"Well? What didn't you want to tell me? OOOOOOO Is it a secret? I LOOOOOOOVE secrets. I promise I won't tell anypony." She smiled happily.

Discord looked back to Midnight who just smiled at him nodding toward Pinkie. He gave a sigh lowering his head as his eyes looked up and into hers as she smiled in front of him.

"Pinkie Pie, I know we've been friends since the day Celestia allowed me to stay in Ponyville. I have grown quite attached to you." He smirked as his chaotic nature began to take over slightly as he suddenly became Pinkie's Mane and bounced with her as she giggled. "I feel as if we have grown very close to one another and feel as if I should explore this further." He said but was cut off.

"Me to silly nilly. I didn't really think much about it at first, but with you spending most of your time with me and the Cakes, us always having fun together, and you helping me throw the best parties I have literally ever thrown before. I think we should go out on a date sometime." She smiled causing both Midnight and Discords jaws to hit the ground so hard they left an impression of the word DURRRRRR in it.

"Wow, I honestly never expected that answer." Discord spoke out in total confusion.

"Let me be the first to tell you this Discord my friend. Pinkie is basically the embodiment of randomness as well as laughter. I can honestly say that within all of my time spent in this world. Not once have I been able to pinpoint anything that Pinkie has done." Midnight chuckled. "So this is going to be very interesting in the least, and possibly the end of the world as we know it." He laughed causing them to laugh as well.

"Yea, me and Pinkie dating? I never thought that would happen either." Discord chuckled.

"Why not? I'm random, you're chaos, we should totally get together and create some random chaos." Pinkie smiled causing Discord to look to Midnight, and him back before speaking.

"I like the way she thinks." Discord smiled before stepping forward and offering an arm to the pink earth pony. "Shall we go?" Discord bowed to her as she placed a fore hoof through the loop in his arm.

"Let's." She giggled as they began to skip down the dusty road leaving a bewildered Midnight in their wake.

"Alright then. Either this has gone drastically wrong, or the world has come to an end." Midnight said as he shook his head in confusion giving a chuckle as he watched the two skip down the road.

80. Screwball and the Cutie Mark Sexy Crusaders?

A few days had past since Discord and Pinkie had been seen walking together through Ponyville arm in hoof. It was a rather odd sight to behold, and many of the ponies in the small town did not approve of the relationship. Others however thought it was nice to not only see Discord happy without terrorizing the town, but Pinkie as well. She had always been the life of the party and reserved to herself when it came to relationships. All she ever thought about was how to make others smile and be happy. However, she was now in the spotlight to not only make a new friend happy, but to find an entirely new type of happiness of her own.

Midnight on the other hoof was having some time to himself. Sitting back and relaxing. He had placed a beacon spell onto Discord and Pinkie to keep tabs on them while they were doing whatever they were doing. However, three days is a long time to be missing in action, and Midnight thought it prudent to find them and see what they were up to.

"I swear, Those two better have a good explanation for being out in B.F.E. doing God knows what. Wait........ Oh God I hope they aren't doing that." Midnight thought to himself as a blush came over his face.

"No.... no....... think positive. Why in Equestria are they so far from town? This spell can lead me to them but it doesn't tell me what they are doing. No, would be to privacy invading. Best to just know where they are then what they are doing." Midnight thought to himself still, as he was flying over the Ever Free Forest toward the duo.

*SPLAT*

Midnight stopped in mid air sprawled out like roadkill onto an invisible force field as he was flying.

"I....... am going............. to KILL.......... that draconequus." Midnight spoke out in slight rage as he literally scrapped his frame from the force field with a magical spatula. After a few seconds to finally return to flight he pressed a hoof forward against the force field making it ripple slightly.

"Discord! I know you're in there. What the hell are you doing? I haven't seen you or Pinkie for three days. Everyone is worried about you two." Midnight spoke out in the royal whee to make sure he was heard.

"Do you have to be so loud? I mean really, use some restraint." Discord spoke out looking to the Alicorn with a smirk, only to burst out laughing as did Midnight.

"Asking for me to restrain myself, from the God of Chaos, That is truly rich my friend." Midnight chuckled. "But anyway, care to invite me in? I'd like to know what you two have been up to for the past few days." He smiled.

"Sure thing." He smirked snapping his talons. In a flash the two transported into the middle of what seemed to be the biggest, most awesome looking amusement park Midnight had ever seen. Midnight gawked for a moment before he noticed Pinkie flying around without a set of wings. Upon noticing Midnight she flew down to him smiling.

"Hey Midnight, what brings you here? Have you come to be one of our first customers to the park? OOOOOOO It is sooooo much fun here. I don't know how long we've been working on it but the rides and games are so much fun. You really need to try them out." Pinkie giggled flying lazily around Midnight.

"You mean to tell me you have been here for three days without sleep Pinkie?" Midnight gawked.

"Has it really been three days? Wow time sure flies when you're...ZZZZZZZZZZZZZZZZZZZZZZZZZZZzzzzzzzzzzzzzzzzz!" Pinkie passed out cold still floating in the air.

"I was wondering how long she was going to last before passing out. Mortal beings are so interesting. Having a body that needs constant rest in order to function. So intriguing." Discord smirked as he pulled the Pink pony into his arms, cradling her like a foal.

"Discord." Midnight spoke softly. "You should have her rest more often. It isn't healthy for any living being to stay awake for more than 24 hours at a time, preferably no more than 16 hours. Every living thing needs at least eight hours of sleep to function properly, and Pinkie tends to push the limit until she just passes out." He sighed looking at the sleeping pink pony in Discords arms.

"Yea, but being around her is just so much fun. Let me put her to bed then I can show you around the park." Discord smiled as a bed manifested onto the ground before them, Discord placing Pinkie onto it and covering her up. They watched as she tossed for a second, pulling the pillow into her arms and hugging it to her chest. A gentle sigh leaving her as they walked away.

"You know Discord, I think she is quite taken with you." Midnight chuckled as they began their trek through the semi finished park.

"You know, I am actually happy with her. I have lived for countless eons and never once have I come across a being like her. Always smiling, aiming to please everyone she comes across. Never giving up hope in the possibility of making someone smile. Over the past three days we have gotten rather close." Discord began to blush, rubbing the back of his neck sheepishly. Midnight looking at him with slight shock.

"No.............. You didn't!?" He squeaked out in surprise.

"Of course not, I may be the God of chaos but I still know how to treat a lady. Pinkie though, is an entirely different story." He chuckled. "But still no, she surprised me though."

"Let me guess, she gave you one of her sneak attack kisses?" Midnight cocked a brow grinning.

"Bu........ how did you know?" He asked squinting his eyes at the Alicorn.

"She's done that to me on several occasions." He laughed seeing Discord cross his arms, giving a scowl.

"Oh don't get yer panties in a wad. She does that to a lot of ponies." He laughed.

"Yea well.......... Anyway, let me give you the grand tour." Discord smiled as he waved all around himself.

After about an hour of walking around the park and showing Midnight everything there was to currently show. Midnight gave him a few ideas of his own to improve certain areas and to even spruce up a few things to give it that little extra flare to really set them off. The park itself was roughly one mile in diameter, with currently six roller coasters, over one hundred separate games, three arcades, several food courts, three offices, five magical playgrounds and ten gift shops. The park was almost complete since Discord was in the process of using his available magic to manifest items for the various food and gift shops. In the specialty areas there was an assortment of wash rooms along with pink cotton candy clouds that rained chocolate milk. Ponies could come up to them, have fun then go wash up.

"I must admit Discord. This is probably the coolest and most chaotic amusement park I have ever seen." Midnight smirked as they finally finished the tour, ending back to where Pinkie was sleeping.

"Thanks, but Pinkie came up with most of the ideas. I just made them. She deserves all the credit." Discord chuckled watching the pink earth pony snoozing away in bed.

"Any plans for the future?" Midnight smirked causing Discord to sputter.

"I-it's to early to tell. But you never know." He grinned giving Midnight a nudge.

"Yea, Oh and one other thing." Midnight chuckled as he punched Discord in his lion arm.

"OW! What was that for?" He laughed rubbing his sore arm.

"For that stupid force field around the park. I flew into it and looked like roadkill for a minute. Be a little more careful." He smirked

"Yes sir!" He saluted comically.

After his talk with Discord and making sure Pinkie was safe he had made his way back into Ponyville to tell the girls. Discord however had asked that he leave the amusement park out of the story so that it could be a surprise for the town. As for making up a story as to why they both had been missing for three days. That wouldn't be easy to do.

After telling the girls he had found the duo and strategically avoiding the story of what they were doing and where they were. Midnight left Ponyville, heading toward Canterlot to check on Tia and Luna. It had been a few days since their odd encounter and Midnight thought it was time to have a sincere talk with them.

It had taken just under an hour at regular flight speed to reach Canterlot. The dark Alicorn landed outside of the gates making his way in, Guards giving him a questionable look as he strolled by. Upon finding the two regal ladies however, they dismissed their current company seeing the look of agitation on Midnights face. Promptly making their way to a less formal area to speak.

"I sense you are troubled my dear." Tia began as she noticed Midnight's current expression.

"I am quite agitated with the way you treated me the other day. I understand your concern though due to Discords prior record. But still, You should have at least given him a chance to explain himself instead of him letting me defend him as I did." Midnight snorted in annoyance.

"I do regret my hasty decision and would ask forgiveness if possible. I was thinking of not only our kingdom, by my foal as well. The thought of harm coming to our little one did weigh on my conscience considerably. That is why I did what I did." She spoke softly, her expression and demeanor in somewhat a shameful state.

"Understandable, I would like to let you know though. After talking to Discord, I let him know about our little one, and also told him that I would personally lop his head off should he even consider doing anything." He smirked causing Celestia to gawk.

"You told him I am with foal?" She squeaked out.

"Is that a bad thing?" Midnight asked coming up to her.

"Well in a manner of speaking yes. I don't know if he had ever gotten over me." She smiled sheepishly pulling a fore leg up to cover her face slightly.

Midnight's eyes got big for a moment, as what Celestia had said was sinking in. "You mean, you two, were an item once?" He gawked as Celestia nodded. "And I let slip that we are having a foal............. You really need to tell me these things before stuff like this happens again. Seriously? You and Discord? How did that even come to pass? Wait........... Did you two have a kid?" Midnight began but kept breaking off finally stopping as Celestia began.

"Well, to tell you the truth, Discord and I never had a foal. We fell out after he managed to make a foal and raise it in secret by using my gene's to make her." She sighed.

"Wait, you mean to tell me Screwball is your illegitimate child?" Midnight spoke but covered his mouth with his hooves as he realized what he had just said.

"Did someone call for me?" A pony spoke out as she appeared in a flash floating around Midnight. She had a darker pink, almost purple coat closely resembling Pinkie Pie's. A two toned tail of white a lavender. A yellow beanie on her head with a little green propeller spinning above it. Her eyes however were very strange. being white and purple spiraled, looking off into two different directions much like Ditzy Do does.

"Hello my dear, it has been a long time." Celestia smiled to Screwball as her attention turn to the regal princess.

"Momma?" Screwball turned slowly hearing the voice of her illegitimate mother, tears slowly welling up in her eyes. She slowly floated over to her looking up at her smiling face giving a soft gasp as Celestia embraced Screwball, wrapping her wings around her.

"I have missed you my little one." Celestia smiled as she spoke softly nuzzling the top of Screwball's head. Screwball just burying her face into her chest and crying softly. After a minute though Screwball pushed away looking up to her faux mother.

"I thought you couldn't say my name because daddy cursed you and aunty Luna." She spoke softly.

"It is true my dear. But it seems my friend here can say your name just fine." Celestia smiled toward Midnight causing Screwball to look over at him before floating over, turning upside down and making a circle around him.

"How do you know my daddy mister?" Screwball spoke out rubbing her chin in thought.

"Your father and I are friends. He told me about you just recently." Midnight smiled softly toward the floating pony.

"How did you and him become friends? I didn't think daddy liked to have friends since he is all chaotic and stuff." she furrowed her brow in further contemplation.

"Well, we met and talked. He tried to surprise me by doing chaotic things and couldn't get an ire out of me so we began to talk. After that, he decided to stay and remain my friend. He has also made many other friends here as well. Maybe you can to." Midnight chuckled.

"Would you be my friend?" She smiled giving a small gasp of delight in the thought of having a new friend.

"Of course, just don't *OOF!*" Midnight grunted out as he was bowled over by the flying pony hugging him tightly.

"YEEEAAAAAA! A NEW FRIEND!" She giggled happily. Midnight looking to Celestia for a moment seeing her giggle.

"Alright my dear, that is enough, Midnight will need to get going so he can go home. If you want you may stay here in the castle with me and your aunty Luna." Celestia smiled causing the little pony to shout in glee.

"Ok, but I want to hang out with my new friend for a while. I will return tonight." Screwball smiled hugging Midnight around the neck.

After prying the pony loose and making their way into Ponyville, Screwball had been asking many different questions regarding her father and Midnight. He of course left out the information about Celestia's new foal as it may have been to much for her to handle in such a short period of time. However, there was also the fact that Discord had mentioned that he had given Screwball a certain amount of his abilities and power. To what extent those reached though, he was unsure. After a short time of walking through Ponyvile, they reached Sugar cube corner, heading inside. Upon entering the shop Midnight noticed a certain bouncing pink pony.

"Hey Pinkie, finally get away from your little project to say hi to me again?" Midnight picked only to be bowled over by the pink blur who giggled while hugging him.

"I'm so super duper sorry. I didn't mean to neglect all of my friends. Can you ever forgive me?" Pinkie spoke giving the biggest set of puppy dog eyes and lip quiver Midnight had ever seen.

"Awwwwww, of course I forgive you. You were just having fun with Discord and lost track of time. I do that all the time." He chuckled.

"She knows my daddy?" Screwball popped up in between the hugging duo smiling to Pinkie who just gasped.

"OHMYGOSH! Are you new in Ponyville? Because I haven't seen you before and I know everypony in Ponyville. OH! We will have to throw you a welcome party! OOOO I better go get started." Pinkie spoke out but was halted in mid air as Screwball pulled Pinkie back to her.

"Wow, Even I'm not that fast with magic. You surprise me Screwball." Midnight chuckled causing her to blush.

"Hey! Whats the big idea? I was going to get things ready for your welcoming party." Pinkie grumped.

"Well you didn't answer me. How do you know my daddy?" She asked Pinkie whose eyes went wide for a moment.

"Wait, your daddy is Discord? WOW! That kind of makes you like family to me to." Pinkie giggled hugging Screwball. "I know Discord because he is my boyfriend." She chuckled causing Screwball to gasp.

"What!? When did dad get a marefriend? I didn't think he even liked ponies." Screwball scratched through her beanie in confusion but stopped as she noticed Discord walking back into the front of the bakery holding a picnic basket but stopping and dropping the basket as he noticed his daughter.

"DADDY!" Screwball shouted as she pulled out a samurai sword and ran toward Discord swinging it all around. Discord screaming as he ran away.

"DADDY! *swish* I've missed *swish* you so much *swish* Why didn't *swish* you call *swish* for me?" She giggled.

"MIDNIGHT! I AM GOING TO KILL YOU FOR THIS!!!!" Discord shouted as he ran out of the front door to the bakery, Screwball hot on his heals swinging a sword at him. Pinkie and Midnight stared at each other for a second before rushing after them.

After catching up to them Discord had managed to pull enough power out of his dwindling magic to turn the sword into a wet noodle. Collapsing onto the ground panting heavily. Screwball latched onto him hugging tightly as Midnight began.

"Sorry Discord. I was in the castle talking and I spoke her name. She popped in quick enough startling everyone."

"Wait a sec, you summoned her in front of Tia? Are you mad?!" He spoke out as his daughter began to squish him in her grasp. "UGH! Ball, will you please let me go?!" He grumbled.

"But I love you daddy." She spoke out in a very icy tone looking up to him with a sinister smile only to make him freeze in fear.

"F-fine........" He sighed as she went back to hugging him.

"What's wrong Discord? I'd figure you'd love to get a hug from your only daughter." Midnight chuckled.

"You haven't spent the past several eons running from her. After I created her and gave her some of my power, things went a little, well.......... chaotic. Her rational sense of mind is as chaotic as was my nature before talking to you. She would do the same things I would except for one slightly different detail." He sighed again.

"And that would be?" Midnight asked, curious.

"She doesn't have the same inhibitions as I do. Which means, if she has something on her mind and wants to do it. It usually happens then and there without hesitation. So if you talk while she is around. She can be highly influenced into doing various different things. Imagine yourself being five years old with my complete powers. That is what she is like permanently." He chuckled.

"So basically Pinkie Pie with your magic?" Midnight chuckled getting a grumpy stare form Pinkie who then giggled at the thought.

"You would be correct on that assumption my friend." Discord laughed. "But add a little more chaos into the mix and you have my daughter here who is crushing my ribs as we speak." He spoke out before teleporting her nearby so she was hugging a tree and not himself.

"I see what you mean." Midnight cringed as he watched her snap the tree in half just from hugging it.

"Uncle Midnight!" was shouted as three fillies tackled the Alicorn, bowling him over as they hugged him.

"Girls! What are you three doing. I haven't seen you all together in almost a week. What have you been up to?" He chuckled hugging each one of them.

"Well, Applebloom has been busy coming up with new ideas we can do to get our cutiemarks. Ever since our last adventure to the swimming hole, we thought it would be easier doing the things we like instead of just doing random things." Scootaloo smiled.

"Yea, it's been a right mess for me teh come up with some ideas though. So Each'o us wrote down ah list of stuff we like teh do. This time we can help each other out in doing one specific thing as ah group to help out just one'o us at ah time." Applebloom added.

"It would be so much easier though to do a lot of this stuff if we were bigger though. Being the same size as an adult would help out a lot." Sweetiebelle sighed.

"Well girls. You will have to wait on that. Growing up is something to wait on. When you get older, your responsibilities change a lot. You have to work hard to make some bits to help support yourself. Getting a job you like is tough, so most of the time you will have to settle on just anything to help pay the bills. That, plus if you get into a relationship, you may want to start a family, or stay single. Everything about being an adult is hard. But sometimes you can find a few perks." Midnight chuckled.

"Yea, but being big helps out when you need to fly, use magic, or be really strong." Scootaloo chuckled flaring out her little wings, and making the other two crusaders nod in agreement.

"I can help out with that." Screwball giggled catching everyone's attention.

"Screwball, don't you *ZAP* dare!" Midnight was to late as the three fillies were now suddenly crushing the Alicorn into the ground as he lay there.

"Bye everypony. I'll see you later." Giggled Screwball as she disappeared in a flash of light.

"I think we had better get back to the park as well Pinkie." Discord chuckled.

"But I.*VORP* they both disappeared in a flash of light.

"Midnight sighed looking at the spot the three had been at, before looking back to the three former fillies now laying on top of him. His entire face flushing a beet red as he did.

"What just happened?" Sweetiebelle spoke as she shook the fog from her head, as did the others. After a minute they finally focus on each other going wide eyed and letting out a shriek each.

"GIRLS!" Shouted Midnight as he covered his ears from the decibel shattering screams, finally catching their attentions.

"Can I get up now?" He spoke out causing the three to jump off of him. After getting to his hooves and ruffling his wings a little to get the dust from the ground off of him he finally focused on the girls again. He gawked seeing them standing there for a moment as mixed emotions sped through him like a bullet train on crack.

Sweetiebelle was standing there slightly taller than her sister, her beauty putting Rarity's to shame. Her body was slightly slimmer and less pronounced, fragile almost.

Applebloom's frame was equal to her sisters in every way. Very well toned for an earth pony, but her mane was a little more bouncy than it used to be. The large red ribbon now small compared to her adult frame.

Scootaloo was probably the only one who could hold a candle to that of Rainbow Dash when it regarded her physic. Very athletic and well toned. Not a hint of fat anywhere to be seen.

All three of them looked at their uncle in slight confusion for a moment before Sweetiebelle spoke up breaking his train of thought.

"Are you ok Uncle Midnight?" She asked causing him to give out a whinny of surprise.

"Y-yea, perfectly fine, well I had better go. Got a few things I need to do today. I'll catch up with you girls later ok? Bye." He spoke quickly as his horn lit up and he vanished in a flash of light.

"O............kay, that was really weird." Scootaloo spoke out in a slightly deeper tone. Giving a smile.

"Eeyup." Applebloom giggled at her voice.

"We should totally go freak out our families." Sweetibelle chuckled.

"I don't know. I think my mom and dad would be really mad." Scootaloo sighed rubbing her withers nervously.

"Well, ah know mah sis would flip her hat three ways from Sunday if she saw me. How about we meet up at Sweetiebelle's to talk about it later?" Applebloom smiled.

After agreeing they went their separate ways, each going to their homes.

"WHAT DO YOU MEAN MY SISTER IS AN ADULT!" Rarity shrieked in surprise toward Midnight.

"I played no part in it I swear. It was Discord's daughter who did it." Midnight spoke out clapping his forehooves together nervously as he sat onto his haunches.

"Why are you so nervous? It's not like you have anything to worry about." Rarity spoke up catching his attention.

"Actually there is one thing." He said giving a nervous laugh.

"And what is that?" She snorted.

"Your sis, as an adult mind you, is just.............WOW, I can't even put it into words." He chuckled but stopped as he noticed Rarity's glare.

"You had better not be thinking what I think you're thinking." She growled causing him to wave his hooves in front of him defensively.

"NO! Of course not. I would never do that to my niece, even though we aren't related by blood............" He paused in thought.

"MIDNIGHT!" Rarity shouted at him.

"Sorry, sorry, Sister equals off limits. I wouldn't do anything anyway, she is still a child after all." Midnight said but stopped as the bell above the door to the boutique rang signaling somepony coming in.

"I'm not a filly anymore." Sweetiebelle giggled walking into the boutique, causing Rarity and Midnight both to gawk at her adult form. Rarity looking up to Midnight and growing red with anger as she placed a hoof in front of his eyes while speaking.

"Sweetie, go upstairs to your room for a minute. I need to speak to your Uncle in private." Rarity said as Midnight kept trying to peek around her hoof only to get bucked upside the head with a free hoof.

"Alright." Sweetiebelle sighed trotting upstairs with her head held low.

"See what I meant?" Midnight croaked out.

"I saw one thing, and that was the look you were giving your niece." Rarity said with a hint of venom in her speech.

"What look? There wasn't any look!" Midnight said trying to save himself.

"The look I am referring to is the same one you gave to me and the girls during our new years party. And if you want to keep your loins as a permanent attachment to your body. You will forget about any of those thoughts I KNOW you were having toward my sister." She growled causing him to whine.

"I can't help it. I'm a guy, it's part of my genetic code! The only thing stopping me is the fact that they are my nieces." He fell over sighing while rubbing his temples in thought.

"Oh really? So if they weren't you're nieces and you still knew they were still little fillies in their minds, would you still proceed?" Rarity spoke with a hint of disgust.

"NO! Never, that is the last thing in the universe I would even think of. DAMMIT! Why is this so hard?" He groaned out.

"Well, at least You don't have to worry about anything else." Rarity smiled as she nudged his side playfully.

*CRASH*

Midnight and Rarity bolted upright as the door to the boutique was suddenly removed from it's hinges with a hard buck. Two farm ponies rushing in and scrapping the floor with there heads lowered toward the ground staring a hole through Midnight causing him to gulp.

"Ah'm about to buck ya three ways from Sunday and ten times farther from the moon ya dirty perverted monster." Applejack shouted giving a loud snort.

"Eeyup!" Big Macintosh growled as well, charging forward before the Alicorn could even speak.

"WAIT WAIT WAIT! GIVE ME A SECOND TO *BUCK* EX *BUCK* plain........... *BUCK* *stomp trample mangle*

"Now wait just a moment!" Rarity shouted as her horn lit up as she pulled the duo from Midnights now mangled body on the floor, both of them struggling in the air as she lifted them up.

"Put us down so we can stomp a new mud hole in his flank!" AJ growled running and bucking in mid air.

"He didn't do it!" Rarity shouted finally getting the two to stop and stare at her with a blank expression.

"It was Discord's daughter who did this to the crusaders, not Midnight." She sighed sitting them down onto the floor.

"Can ah have some cookies mommy?" *THUD* Midnight said as he raised up swaying back and forth before hitting the floor hard.

The two farm ponies gave a sheepish grin looking from Midnight to Rarity who was now face hoofing with a loud annoyed sigh.

"This is going to be a long day." Rarity groaned.

Authors Notes: Props to Zaibatsu here on FIMFICTION.NET for giving me this idea with the Cutie Mark Crusaders. Thanks bro. I intend on making this adventure one to remember. LOL On a side note. My wife and I are doing fine. Her cousin will be cremated but I'm not sure if his ashes will be spread or not. His father will be going through his belongings to see what he will donate to those who would respect them. My wife got his car but we will be having some trouble putting it in her name as it was in his mothers name (which passed a little over a year or two ago) and he never put it in his name. Duno how that is going to work out but oh well. I managed to sit down today and yesterday to write some on the story. I added some funny bits but they didn't really make me laugh all that much as I am still a little sad for our loss. No I'm not forcing myself to write. It feels more like a release of tension when I write, so............ I dunno. Hope ya'll enjoyed this chapter.

81. Memories lost and finding someone new?

After waking Midnight and letting him heal himself, he had explained in great detail about the events that had unfolded earlier that evening. AJ and Big Macintosh had apologized to the Alicorn before beginning.

"So Applebloom was telling the truth then? Heh, wonder why I thought she was lying teh me." AJ spoke, rubbing her chin in thought.

"You should really use some restraint the next time this happens." Midnight sighed as he finished healing his body from the trampling.

"NEXT TIME?!" Big Macintosh yelled giving a snort toward Midnight.

"Sorry, just a figure of speech. I wouldn't do that. You know I wouldn't. I love those girls to much to do anything that you think I could do." He waved his hooves in front of him defensively causing Big Macintosh to sit back down.

"Anyway Applejack darling, My sister and Scootaloo have apparently become adults as well. We don't even know if he can reverse this spell that Ms. Ball has cast on them." Rarity sighed looking to her sister who was sitting idly by.

"Only one way teh find out. Night, get crackin." AJ said nodding to Sweetiebelle.

"But I don't wanna change back. It's so much nicer being an adult." She groaned in annoyance.

Midnight gave a sigh as he stood up, heading over to Sweetiebelle and taking a seat across from her as his horn glowed. "I honestly don't know if my magic will even have any effect compared to that of a chaos spell. I don't even know if it will work or backfire, are you sure you want me to do this?" Midnight spoke out worriedly.

"Yes darling, we must at least try if anything." Rarity smiled nervously.

"Sorry Sweetiebelle." Midnight sighed as light began to engulf her in magic.

*BZZZZZZZZZZZZZZZT* *SNAP*

A loud snap echoed through the boutique as everyone was flung away from Sweetiebelle by an unseen force. After a minute of letting the dust settle Sweetiebelle spoke up.

"What happened? Is everypony alright?" She yelled looking around to see the swaying ponies. All except for Midnight who was now wedged into the far wall of the room by his impact. Sweetie gasped as she looked him over for a moment, giving a slight blush. Rarity finally getting a hold of her footing and trotting over to her on wobbling legs.

"Sweetie? Are you........alright....?" Rarity trailed off seeing Midnight as well.

*cr-crack* *THUD*

Midnight fell from the wall onto the floor with a loud thud as the two ponies looked him over, Rarity noticing her sisters blush and immediately covered her eyes with her hoof.

"Sweetie, don't be getting any idea's. You are much..........to.......young?!" She squeaked to a stop noticing her sisters motions with her back legs, being much the same as a mare in season. Rarity gasped as it finally hit her. Her sister was still far to young to understand the implications of coming into season, so this was going to be a rather odd conversation.

"Sweetie, we need to talk." Rarity spoke up as her horn lit up with magic, gently lifting her sister into the air, albeit involuntarily, and taking her into the next room to talk.

As they left the room AJ and Big Macintosh had finally found their footing as well, making their way over to Midnight who was laying on the floor in a heap.

"Uh......... does he look a mite different to you big brother?" AJ asked as she looked Midnight over.

"Eeyup." He confirmed as they both looked over his now mid sized frame. He was now just a little taller than Big Macintosh instead of his normally towering frame. His mane had been reduced, conforming closer to his body. His tail seemed to be the same length but at the same time slightly thinner than its normal appearance.

"Ugh......... Where am I?" Midnight groaned as he stirred.

"Careful now Night, Ya took a mighty hard hit there." AJ said as she trotted over to him.

"Wha......... who's Night?" he said shaking his head in slight confusion causing AJ and Big Mac to look to each other with a worried expression.

"Midnight Flame, That's yer name sugar cube." AJ said as she helped him to his hooves.

"Sorry, but do I know you?" He asked as he looked at AJ causing her to blush slightly. His body looked a lot younger than his original regal frame, but still slightly older than herself and her brother.

"You said my name is Midnight? Why don't I remember that." He sighed, shaking his head to try and make some sense of what was going on.

"Rarity, We may have a problem." AJ shouted back to them.

"I'm telling you I am perfectly............fine." Sweetiebelle spoke as she led Rarity back into the parlor of the boutique only to stop and stare at Midnight, her face putting the color of Big Macintosh's coat to shame as she stood there.

"AJ? What's wrong?" She spoke up as she stopped next to her sister noticing her staring and following her gaze to Midnight as he locked eyes with her, then followed his gaze back to her as she noticed Sweetiebelle's severe blush.

"Midnight? Darling? What happened to you?" Rarity spoke as she stepped in front of him blocking his gaze, knocking him back to his senses for the moment.

"Huh? I'm sorry, you are?" He spoke in question causing her to gasp slightly.

"M-Midnight? Please tell me you are joking. You can't honestly have forgotten your own fiance, have you?" Rarity spoke in shock, hoping that this was all some sort of joke, but realization hit her as she looked over his diminished frame and stature, as if his body had been hit by a reversion spell with only a small amount of power behind it.

"I'm sorry but, I don't know you." He stopped as he looked around."Or any of you for that matter, or my name, or who or what I am. And you said that I'm your fiance? You are very pretty I must admit, but I don't remember asking you to be my wife either. But you all seem to be kind enough to make sure I'm alright, so I guess I can trust you." He gave a nervous smile before locking gazes with Sweetiebelle once again, standing up on shaky legs and slowly walking over to her.

"And who are you my dear?" He smiled as his mane and tail flickered to a lighter red, almost pink.

"You don't remember me Midnight?" Sweetie asked giving him an unsure look.

"I'm sorry but I don't. But that doesn't mean I'm not willing to try and make some new memories with you. He chuckled giving his wings a gentle flap while a fore hoof scrapped the floor nervously.

"She is my younger sister Midnight, and your niece." Rarity interrupted as she pressed between them forcing Midnight to back peddle as he he looked down and away in disappointment at finding out she is his niece, but perked back up since he didn't remember anything regarding his past or present.

"You obviously care about me Ms........?"

"Rarity, and my sister here is Sweetiebelle. My friends over there are Applejack and Big Macintosh." She pointed a hoof to each pony as she introduced them.

"But you must understand something. You tried to cast a spell on my sister here a moment ago and we were all knocked back from a counter spell that we were not aware of that had also been placed on Sweetie. You of course, took the blunt of the blow and it must have given you temporary amnesia. So please do understand our worry as to your current state." She sighed looking up at him.

"My current state? So I take it that my memory wasn't the only thing that was affected."

"It seems that your body has reverted to that of a younger version of yourself. We will need to go see Twilight to see if anything can be done to change you, my sister, and her friends back to normal." Rarity sighed nodding to the door.

"Twilight?" Midnight asked cocking a brow.

"She is your mare friend and the prodigy of Celestia." Rarity continued only to cause Midnight to stop in his tracks.

"Wait, You said that you're my fiance, and now you're saying I have a girlfriend on the side, and you're ok with that? How many other relationships do I have?" He spoke in slight shock.

"*ahem*" AJ coughed giving a smirk, only to cause him to gawk.

"Okay, now you guys are just fucking with me. I'm outta here." *VORP*

Midnight vanished into a bright array of light from teleporting, leaving a group of stunned individuals in his wake.

"Oh Celestia, this is NOT good." Rarity squeaked in panic but stopped as she watched Sweetiebelle run out the door of the boutique.

"Where are you going?" Rarity shouted only to get a slammed door in response as Sweetiebelle left the boutique in a rush. Rarity sat down as her eyes began to well up, then the floodgates opened as she began to cry. Not from saddness, but from sheer confusion and the inability to cope with what had just happened. AJ moving over to her and hugging her gently, running her hoof over her withers to try and comfort her.

"Big Mac, go get Twilight an bring'er back'ere. We need teh have a chat teh see what we can do about all this mess.

82. Memories and marefriends

Authors Notes: I found the best picture possible to show what the CMC's look like all grown up. Now you can see how Rarity can't hold a candle to her grown up sister. Click Here.

"You guys, I have no clue as to what could have happened to change Midnight into his current form, or to erase his memories either. The only way we can find out is if we ask Discord or ScrewbmmmPH!" Rarity began to say her name but was unceremoniously silenced by AJ's hoof being placed in her mouth.

"Now we don't need that crazed pony around teh complicate things. We'll just have to find Discord somehow and ask him." AJ sighed as she removed her hoof from Rarity's mouth.

"And what're we gonna do'bout Applebloom? She been acting a mite strange since she was turned into an adult. Almost as if....." AJ was cut short by Rarity.

"As if she is in season?" She spoke rather bluntly causing AJ's eyes to go to pinpoints.

"Ah'll be right back." AJ shouted as she left the boutique heading toward Sweet Apple Acres. Big Macintosh left behind to speak with the girls.

"And what of Scootaloo, I'm sure the poor dear is having to go through absolute torture if she is having her first heat as well. But I'm sure her parent's will be watching over her." Rarity stopped just as Scootaloo flew in through the broken door panting.

"Where is....... Midnight?" She gasped for breath as her wings fell limply to the floor.

"Scootaloo?" Rarity began but stopped as she began to speak again.

"I have to find him, I think he may be the only one to keep me from.......... doing things." She groaned as her back legs began to rub together slightly.

"What!?" Rarity began but was halted again by Scootaloo.

"YES Rarity, I know all about that adult stuff. So does Sweetiebelle and Applebloom. I'll explain later, UGH! This is so annoying! How long does this last? Because I am ready to............" She trailed off staring at Big Macintosh growing a bright shade of red before shaking herself from her stupor.

"UGH! Sorry Big Mac, but I think this is going to be a little harder than I first thought." She sighed letting her head droop.

"Well then, I think we......" Rarity was once again cut off as AJ burst into the boutique again.

"AB ain't home. She left a note saying she was gonna go find Midnight." AJ panted out as she looked around to everypony.

"WILL YOU ALL QUIT INTERRUPTING ME! IAM TRYING TO TELL YOU THAT WE NEED TO GO AND SEE TWILIGHT! *ahem* she has a homing spell that can locate any pony the caster thinks about." She sighed finally getting the words out.

"Why didn't ya say so Rar, let's go everypony." AJ blurted out as she rushed from the boutique followed by everyone except Rarity who just stood their in a stupor before finally running after them.

"Twilight? You in?" Applebloom spoke loudly as she came into the library.

"I'm back here." Twilight spoke up waving from behind a tower of books.

"Twilight, I need your help. Do you know any spell to stop a mare from coming into season?" She spoke up finally catching Twilight's attention enough for her to peek around the tower of books, only to gasp seeing Applebloom as an adult.

"OHMYGOSH! How long have I been back there studying?!" She began to panic as she pulled a mirror to in front of her, checking herself over to see if she had aged at all.

"TWILIGHT! Do you have the spell or not?!" Applebloom shouted catching her attention in full this time as she rang her legs together with untold fury.

"Applebloom? How in Equestria did you...." She was cut off as Applebloom pulled Twilight to her pressing her forehead to hers while giving a furious expression.

"If you don't shut up and answer my question, I am going to buck you into next week! GOT IT!?" She yelled causing Twilight to whimper and nod.

"I have the spell, but I can't cast it." She cringed seeing AB's head almost explode from getting so angry.

"Why the buck not?!" She growled.

"I don't have the required ingredients. One of the items I need to cast the spell is from an extinct butterfly. There aren't any available for me to cast the spell."

"Can't ya just make up a spell to do it?" Applebloom groaned.

"I'm sorry but it isn't possible." Twilight sighed as she looked toward the door.

*knock knock*

"Come in." She shouted just as Rarity, Applejack, Big Macintosh, and Scootaloo entered the door.

"APPLEBLOOM!" AJ shouted as she rushed over to her sister.

"Hey sis." AB fidgeted as she stood there before staring at her brother then shaking her head. "This is getting very uncomfortable." She sighed.

"Twilight." Rarity spoke up catching the purple unicorns attention. "We need you to locate Midnight. Something happened earlier and we require his presence to help remedy the problem."

"What? Something else happened besides Applebloom and Scootaloo being turned into adults?" She spoke as if in shock.

"Sweetiebelle is an adult as well, and Midnight, well, Mrs. Ball's spell countered his spell on Sweetie reverting him back a few years and erasing his memory. He left when he thought we were joking with him about our relationship status." Rarity sighed.

Twilight gave a small gasp before trotting over to a book case and pulling spell book from it, quickly locating the needed spell and casting it. After a few moments of searching, she located Midnight and Sweetiebelle.

"We need to get going, and fast." Twilight spoke up as she rushed out of the library, being closely followed by the others as she ran full gallop toward Sweet Apple Acres.

"Twilight?" Rarity spoke up finally catching up to the unicorn.

"I'm not sure exactly where he is but I heard him mention Sweet apple acres and a pond." She spoke out as they continued to gallop.

"That sounds like the pond he threw me into." Rarity snorted, unamused.

"What?" Twilight began to question.

"Never mind, it's a story for another time. Follow me, I know were it is at." She put on a determined face as they broke out into a full gallop.

"So tell me again Sweetie. Why are you so against your sister?" Midnight smiled as they lay on the soft grass before the large oak overhanging the pond.

"She is always bossing me around, telling me what to do and how to do it. Everything has to be in perfect order for her to be happy, She never even considers my feelings." She sighed nuzzling up to Midnight.

"That's rather strange. I mean it really throws me off because she said she is my fiance, yet I don't think she would be my type considering all that you have told me. She seems a little uptight and high maintenance from what you've said. How could I put up with someone like that?" He sighed trying to figure things out.

"Well it's all ok now though right? I mean, your happy being here with me aren't you?" She gave an innocent pout with big puppy eyes. Midnight gave a soft smile in return as he spoke.

"Of course I'm happy with you." He spoke softly as he moved closer to her, their eyes closing slowly as their lips parted.

"HOLD IT RIGHT THERE!" Rarity shouted as she locked a levitation and magic cancellation spell around the two, quickly pulling them apart.

"What the hell?!" Midnight shouted as he was unceremoniously pulled away from Sweetiebelle. She giving a slight shriek in surprise.

"You are NOT going to lay one HOOF on my baby sister!" Rarity snorted, a hoof scraping the ground.

"Baby sister? PSH! She said she was older than you, and she looks it to. Why do you care anyway? You said you were my fiance, yet we are in an open relationship plus I seem to have a mare friend named Twilight from what was said earlier. I don't even remember what she looks like." He snorted as he tried to break free from the spell that had been cast on him.

"I would be Twilight." She said as she stepped forward causing Midnight to stare at her for a moment.

"Another unicorn? Do I have like a fetish or something with unicorns?" He chuckled placing a hoof under his chin in thought.
"Anyway, I would advise letting me go. I really don't want to have to fight. Especially a couple of beauties such as yourselves." He grinned making them blush slightly.

"I am sorry darling, but we need to get you back to normal before anything happens between you and these three fillies."

"Fillies, HA! What are you talking about? Sweetiebelle is twenty, and her two friends are about the same age from what she has said. She looks around that age as well. You can't honestly sit there with a straight face and tell me that load of crap." He snorted toward Rarity as he attempted to power up his magic, The feedback causing Rarity to strain her own magic.

"Twilight, Can you take over the hold for me? He is trying to break free." She panted slightly straining her magic. Twilight stepped forward taking hold of the two still floating in the air, Midnight's face now showing slight strain from the transfer to a more powerful magic user.

"Night, ya really need teh listen to her. That darn girl'o Discord is responsible for all of this." AJ spoke up.

"If she is responsible then where is she? I would like to know who I am with my own memories instead of being told who I am. I can't honestly trust just anyone who happens by to give me an honest answer. I would rather remain neutral to all parties in this state until I can verify my information, and with you currently holding me against my will here, and continue to refuse my plea for you to release me. I can't help but consider you an enemy at this time." Midnight snorted as his brow furrowed and his horn began to light up.

Twilight's face began to contort with strain against Midnight's magic as it began to swell. Everyone looking to Twilight as she panted trying to keep a hold of Midnight and Sweetiebelle.

"Midnight, please listen to reason. All we want is for.........." Rarity was cut short as Midnight shouted.

"SELFISH LITTLE WORMS! It's all about you isn't it? I have lost my memories and everything that makes me know who and what I am, and you have the gall to state what YOU want without even considering what I want? I am going to give you this last chance to release me and let me be, otherwise I will fight you for my freedom." He snorted as his horn continued to fill with magic.

Rarity sighed looking to Twilight who was sweating and panting hard. "Twilight, let him go." She said causing everyone including Midnight to gasp in disbelief.

"But Rarity, What happens if...." She trailed off seeing Rarity give her a worried smile. Twilight gave a sigh as she released her hold of magic from the two ponies, slowly placing them onto the ground.

Apple bloom and Scootaloo ran forward to Midnight, catching him off guard as they tackled him to the ground hugging him.

"Uncle Midnight, Please don't fight." Scootaloo squeaked out through a soft sob.

"Yea Uncle, We don't wanna be adults anymore. We wana be little fillies again. Ah never realized how much pain mah sis has teh go through when she's in season. This is driving me crazy." She groaned burying her face into his chest.

Midnight lay there in complete awe at what he had just heard, he looked back to see Sweetiebelle with the most sorry expression he had ever seen on a pony plastered across her face.

"Please tell me this isn't true." He spoke out in broken words looking to Rarity who only sighed trotting forward.

"I'm sorry, but it is all true. These three are your nieces, and they are all still fillies. It was only the act of a spell that changed them into what you see before you."

Midnight's mane and tail began to grow a deep crimson red as he slowly pushed himself to his hooves, pressing the girls away from him as he moved to Sweetiebelle.

"Midnight?" Sweetiebelle lowered her ears and head backing away slightly in fear. He moved forward lowering his head to meet her gaze only to cause her to whimper slightly.

"That was very wrong Sweetie. If you had known about all of this then why did you hide it?" He snorted.

"I'm sorry. It's just that, I've never been in season before, plus when you were little a while back I kinda grew feelings for you like my sis. Now that we are adults I thought....." She was cut off by Midnight.

"Sweetie, as much as I may have loved you before I lost my memory, that still doesn't change the fact that you are still a filly and I am still your Uncle. Doing something with you now would cause a lot of problems. I'm sure that Rarity must have said something to me before when it comes to who I could have a relationship with. Sweetie, I will admit that during this time with you I developed feelings for you before I knew you were a filly. However I can't act on those feelings. Not because you are in your current form. But because it would feel wrong to me for taking away your innocence. You have plenty of time to find a boyfriend in the future. You are just acting out because of your heat and feelings for me. I'm sorry sweetie but everyone is right. I need to somehow reverse this to not only turn you three back, but to get my memories back as well." He sighed moving forward and giving her a gentle hug. She gave a soft sigh hugging back.

"I'm sorry I lied to you, and Rarity, I'm sorry for doing everything that I did."

"It's alright Sweetie. Lets just go back home and try to remedy all of this alright?" She smiled giving her sister a hug.

After a long trek back into Ponyville, they arrived at the library and had summoned Screwball. After some tense moments with the slightly psycho pony, the three fillies had been returned to normal and Midnight back to his original self, all memories included. After a few minutes of sitting in silence Rarity spoke up.

"Alright girls, time to fess up. I want to know how you three know about all of this.......... adult stuff." She spoke out looking down at them with a stern look. As she finished they all looked to each other before pointing a hoof at Applejack.

All eyes fell on AJ as she back peddled nervously. "Ah didn't tellem nothin! What has gotten into ya'll fibbin like that?!" AJ blurted out in defense.

"You seriously didn't tell them anything Applejack?" Rarity asked watching her face closely.

"Not a thing. I don't know how they got that idea." She snorted at the three.

"Well.........." Applebloom began as all eyes now fell on her. "It wasn't really her. When we had a sleepover at the farm we all got bored with the movies we watched on mah new TV so we decided to sneak into her stash of movies." Applebloom began but stopped seeing her sister turn as pale as a ghost. "I grabbed the video on the top of the stack and went back to mah room. I didn't read the title since ah was worried about waking up sis so I just put it into the VCR and hit play. Ah was lucky the volume was already low otherwise sis woulda come in there and bucked us all upside the head."

The three fillies giggled at the comment before Applebloom continued.

"Ah had heard some stories from some older colts about adults playing together in a way that fillys and colts couldn't so I had a rough idea on what the movie was doing. At first we paniced and turned the movie off. But then after a couple of minutes got curious and pressed play again. We watched about twenty minutes of it before ah heard Big Macintosh going down the hall. We turned it off and acted like we were asleep until we heard sis get up and go downstairs. I put the movie back and acted like nothing happened."

At this moment AJ was getting quite a few nasty glares. Except for Midnight who was trying his best not to laugh and failing miserably.

"BAAAAAAAAAAAAHAHAHAHAAAAAAAAA!" Midnight finally cracked as he erupted in laughter causing everyone to raise a brow at him. "Oh my God! That is just so awesome. Hahahaaa."

"And how in the hay is that awesome?" AJ snorted.

"Because that is exactly how I learned about sex." He chuckled wiping a tear from his eye.

Everyone gawked at him before AJ trotted over giving him a hard buck in the shoulder with her fore hoof. He continued chuckling as he trotted over to the fillies, picking them up with his magic and placing them onto his back as he headed toward the door of the library.

"Come on girls. I think we've had enough excitement for one day. Let's go rent you three a movie." He chuckled getting a giggle out of the three but eliciting a gasp from the rest of the group of adults.

"Or we could just go borrow one of AJ's movies again." He smirked.

"Why ya dern fool!" AJ shouted as she took chase, Midnight laughing the entire time as he ran from her.

83. Robots Rakes and Rutting OH MY!?

Life had seemingly calmed down since Discord and Screwball had been added into Ponyville. Screwball had managed to stop herself from being summoned every time someone spoke her name except for a select few ponies. Discord continued learning from Midnight on a regular basis so that he could create chaos at an acceptable level so that Celestia wouldn't throw a hissy fit and turn him into a garden centerpiece again. The unexpected event that had unfolded regarding the Cutie Mark Crusaders had come and gone, with some ire mind you. The feelings between Sweetiebelle as an adult and Midnight had not changed. He still loved her as a niece and she still had a slight crush on him overall, but due to the fact that she is a filly and he an adult, along with various threats from several ponies. One such being Rarity, he would be barred from her in the future once she had become a full fledged mare. But that didn't mean he couldn't still treat her as his niece and take her and the other crusaders on some whirlwind adventures together. Which unfortunately for him, that was today.

"AAAAAAAAAH TURN IT OFF!" Midnight shrieked as he was being chased by a makeshift android diamond dog made of wood and lights. He rounded a corner just as it managed to lunge at him, barely missing.

"Ah can't we didn't put an off switch awn it!" Applebloom yelled as the three crusaders watch it to continue chasing Midnight around the barn.

"UNPLUG IT! AAAAAAAAH! ITS BITING ME!" He let out a loud whinny of surprise as the diamond dog robot clamped down onto his left flank.

Sweetiebelle ran over to the plug outlet and tugged on the plug. "It's stuck! Help me!" She yelled as the other two crusaders came over and they all tugged on the power cord while Midnight began bucking wildly trying to get the robot off of his ass.

*SNAP*

"The three fillies fell back as the power cord let out a loud pop of electricity as it was separated from the outlet. The robot falling quickly to the floor with a mouth full of horse hair. Midnight looked back to his now sore flank seeing the indention of the fake teeth marks that had been forced into the skin. He gave a sigh lowering his head as he trotted over to the crusaders.

"I guess getting our cutie marks in building robot helpers is out of the question isn't it?" Scootaloo groaned.

"I think so Scoots." Midnight chuckled as they began to follow him out of the barn through some hay that had fallen onto the floor during the big scuffle. "Anyway, do you three have any more safer ideas that we could try?"

*WHACK*

Midnight stood stock still as a rake handle decided to say hello to his face, dead center. He gave a pained sigh as he spoke around the device now lodge on his face.

"Let me guess, AJ bought a new rake." He began.

"Eeyup." Confirmed Applebloom starting to chuckle.

"And you three didn't see it being tossed about during my little encounter with the robot?"

"Nope." She giggled.

Midnight slowly raised his hoof from the rake letting it fall back into the hay. "Well, I know one thing." He began.

"Whats that?" Scootaloo smirked.

"I am NEVER coming into this barn of hell again." He groaned wiggling his nose as he stepped around the rake giving it a little kick and spinning it around as he exited the door of the barn.

"What in tar-nation is all this racket out here?" Shouted AJ as she ran up to the barn bumping into Midnight and making him back peddle into the barn again.

*WHACK*

He got a swift smack right in the ass by the rake causing him to jump forward instinctively, in the process bowling over AJ as he landed on top of her. After a few seconds of letting the dust clear from the sudden tackle the Cutie Mark Crusaders let out a soft gasp at what they saw. Midnight was now atop AJ kissing her.

"Woooo HOO! You go sis!" Applebloom chuckled causing the other two crusaders to burst out laughing.

Midnight and AJ separated quickly, both trying to hide a bright blush.

"Applebloom!" AJ sputtered loudly.

"I know, I know, go play somewhere else. The barn is a deadly place to play because of the tools......." She trailed off as the three fillies began walking away.

"Sorry about that AJ." Midnight squeaked out embarrassed.

"Heh, no prob big guy. Why did ya decide to jump me just now?" She smirked edging closer.

Midnight smirked back as he nodded into the barn. "How about we go in there and find out."

AJ gave him a wink as she began to trot inside. "Three......two......one..." *WHACK!*

"MiiiiiiiiidNIIIIIIIIGHT!" Yelled AJ just as Midnight fell over laughing. She came out of the barn with the rake in her mouth, her left eye starting to swell as she glared daggers at him while he rolled around on the ground laughing. She spit the rake out giving a snort before she began to chuckle herself.

"I swear AJ, no matter how many times I see someone do that. I can;t help but laugh my ass off." He continued to chuckle.

"Yea, heh heh. I take it that this thang busted you as well?" She smirked in question.

"Twice actually." He spoke out causing AJ to burst out laughing. "And all within a minute." He chuckled only to cause AJ to cough from laughing so hard.

"How in the hay did ya do that?" She managed to get out between laughing and gasping for air.

"After a failed robot experiment was the first time, Then right before I kissed you the second time." He smirked again.

"Well now that the rake is out in the open how about we go check on the hay. It may need some rolling around in, in order to see if it's safe. She grinned heading back into the barn.

"Sounds good to me." He smiled trotting behind her, but before closing the barn door he stuck his head out glaring at the rake, pulling a hoof up to his eyes then pointing it at the rake. "I'm watching you......" He slowly pulled his head back through the barn door cocking a brow at the rake.

'What the fuck did I do? I'm just a rake!' Was all that was going through the Rakes mind at that moment.

A couple hours had gone by since the two had gone into the barn, Both AJ and Midnight had fallen asleep in the hay, snoring so loud that the very walls of the barn rattled. This had caught a certain red stallions attention, which brought him inside the barn. He walked in finding the two curled up together on the hay laying on the floor of the barn, both with there mouths agape and a very loud snore escaping them. His eye twitch slightly seeing how Midnight had his arms wrapped around the smaller orange earth pony and gave a snort of disapproval.

"Ahem." Big Macintosh spoke out in his southern droll. The two remained in the same position only giving a slight twitch from the voice.

"AHEM!" He spoke a lot louder on to cause them to twitch a little harder.

"Oh for the love of Celestia, HEY! GET YOUR SORRY FLANKS UP!" He shouted as the both shot upright on the hay blinking at the sudden interruption of their nap.

"Huh? Wha?" AJ spoke out blinking away the sleep before finally noticing her brother standing over her and Midnight.

"Heh, Hey big bro." She spoke sheepishly.

"Huh?" Midnight spoke as he drowsily as he yawned.

"AJ, ya think ya could give us a few minutes alone?" Big Mac gave an annoyed snort looking to Midnight.

"Alright, but no fighting. Ah know what yer gonna say teh him." She cocked a brow at her brother as she stepped out of the barn.

After a few seconds hearing AJ's hoof steps heading toward the house he looked at Midnight cocking a brow.

"Wake up, we need teh talk." He growled causing the Alicorn to snap his attention to the stallion before him.

"Uh.......... Whatsup?" He yawned once more as he stood up to shake the hay from him.

"Take a walk with me, we need teh have ah discussion bout mah sis and yer lil get tehgethers." He spoke as he led the way out of the barn and into the orchard. It was later in the evening as the sun was slowly falling below the horizon. The warm spring air slowly moving through the leaves of the trees as little apples swayed with the breeze. They walked for a few minutes before stop next to a large apple tree.

"Night, ah know AJ and ya are messing around." He sighed causing the Alicorn to give a nervous chuckle.

"Is that a bad thing?" He asked looking at him with a nervous expression.

"Well, ah'd like teh think ya were serious about her instead of just havin a bit'o fun. Ah know what its like teh get with a mare ya fancy but don't intend on keeping." Big Mac sighed looking up at the huge apple tree.

"Honestly, if she wanted to have a relationship outside of a quick rut I wouldn't mind, But having another mare along with the two I already have. Well, to be honest, she would have to get Rarity and Twilight's approval. I do care for AJ, I've already saved her and Appleblooms life. I care for all of the girls, even Fluttershy." He said causing Macintosh to visibly flinch.

"So does that mean you would......with shy?" He spoke out in a low growl.

"I'll be honest with you, Fluttershy is something else. I care for her as a friend. Nothing more. I know that you two are together and I am beyond happy for you two. But I will tell you this one thing. I would never in a million years, hurt a friend in that way. I would never interfere with any relationship no matter how attracted I am to one of them. Being the cheater or the cheatee is not part of who I am." He gave a sigh taking a seat on the ground as he watched Big Macintosh pace in front of the tree.

"What about mah sis? If she said she wanted ya as her stallion and no pony else could have ya, what would ya tell her?" He snorted, furrowing his brow as he stared at Midnight.

"I would tell her it isn't my decision. I love Rarity and Twilight. I agreed with them to have no other pony in our relationship. I wouldn't mind having her as my mare friend, in fact I'd love it. The only problem is getting my current gal's to approve, which I doubt that would happen." He sighed.

"Why is that?" Big Mac asked as he stopped in front of the tree staring blankly at Midnight.

"Well, we have an agreement. At first it was just with Rarity, but then Twilight confessed her love to me in front of Rarity in such a way that Rarity gave in and we all became one big happy family. If AJ did confess and asked either of them, I think they might agree since they have all been friends for sucha long time. But you never know." Midnight shrugged.

"Sounds a mite strange teh me. Ah know relationships can be a bit strange in Equestria because of how few stallions there are, so seeing a stallion with a few mares ain't too uncommon. A few of the mares ah've been with have even asked to have a friend over when we......... well." Big Macintosh chuckled rubbing his whiters in slight embarrassment.

"Big Mac, you dog." Midnight chuckled giving him a nudge.

"Alright now, t'ain't about me. This discussion's about you and mah sis." He gave a friendly snort.

"Alright Mac, how about this? I'll talk to AJ about how far she wants to take our relationship. If she decides on just having some fun without the relationship part, would you let her?" He asked giving an annoyed sigh.

"Well, she is a grown mare and can make her own decisions." Mac began.

"An that's why ya need teh butt out." Came AJ's voice as she appeared from behind the large tree.

"Wha...... How long ya been there?" Big Mac sputtered out in surprise.

"Since ya started. Now ah'm gonna tell ya something, an Night ya better listen up as well." She began causing both of them to stare at her nervously.

"Big bro, Night an I have a pretty physical relationship. Ah don't mind being with him, plus he is a great friend. It's like being able to depend on another pony without all the complications of being involved with them."

"But what happens if ya get pregnant?" Big Mac interjected.

"That won't happen unless ah'm in season, which aint for a few more months anyhow. I know Midnight would do the right thang if that happened. He's too chivalrous for his own good." She smirked giving Midnight a wink.

"Besides that, I won't be around while a mare is in season anyway. If there is one thing I have noticed, it's that I am not immune to the pheramones mares produce while in season. I barely made it away from one Pegasus a while back when all of Equestria was under some type of magical heat." Midnight gave a serious shudder thinking back to when Twilight made him rut her until she got off at least a hundred times, then begged for death afterward only to have Rarity baby him back to health.

"Well, at least he's honest." Mac chuckled giving him a nudge.

"So are we done talking about who I can rut with and what not?" AJ proclaimed giving her brother a stare.

"Ah guess, but ya better not let granny find out. Ah'd hate teh see what she would do to you and Night." He shivered.

They stood there for a moment before giving a soft laugh and heading back toward the farm. Midnight on his way back into town, but not before giving the orange earth pony a kiss good night.

84. A third wheel and the plague

"So you're telling me that Midnight said he wouldn't mind having another mare in the relationship?" Twilight gawked slightly as AJ had just finished her story about the previous day.

"Yea, why? Is it that suprisin?" AJ smirked catching Twilight off guard.

"Well, not really. But our relationship already feels slightly strained since Rarity is engaged to him and he is my colt friend. However, since it is you and not some other pony that I am unfamiliar with, I don't see any issues there. I do have one question though." Twilight said while rubbing her chin in thought.

"Okay........"

"What does your granny think of this situation?" Twilight asked causing AJ to give a heavy sigh.

"Granny Smith don't exactly know about this. She is a mite old fashioned and believes that a relationship consists of one mare and one stallion. Tell'er anything else and she'll throw a tantrum like a bronco bucking at bee's." AJ chuckled at the thought but stopped as she began again. "I don't feel right tellin'er bout how all this is going'bout. It might break her heart to know that her eldest grand daughter has a partial relationship that is purty much physical. She don't take kindly to hearing bout two ponies just ruttin when they get a lil antsy. I don't mind it. But hooo doggy Granny just flips'er lid." AJ sighed attempting to think of a way to keep things civil.

"Well, why not just keep your relationship on the down low? No pony has to know about you and Midnight. I have received quite a few stares from ponies since we came out to the public about our relationship. I feel like a third wheel at times since he and Rarity were together first, but overall I couldn't be happier. Besides, Midnight is well known in Equestria now. I have personally seen him walking out of the Canterlot Cathedral with a mare under each wing and a stupid grin on his face. At first it bothered me a little, but knowing him, I know he will always take Rarity and my feelings into consideration if we need to speak with him about any given subject." Twilight gave a contented sigh thinking about him and all the things they had done since her heartfelt confession not so long ago.

"Yer right sugarcube, maybe a relationship really isn't something I should consider with him. I'm perfectly content otherwise." AJ smiled to Twilight who gave a quiet giggle in return.

"There is one thang that bothers me though." AJ continued, catching Twilight's attention again. "I can't help but noticed the way he looked at mah sis, Sweetiebelle, and Scootaloo when they was all grown up the other day. I'll admit that ah never thought mah sis would grow up to be such a purty mare. But seeing is believing. I bet that Alicorn still has some mixed feelings'bout all of that. Ah think ah'll talk to him about it when I catch up with him later." AJ chuckled.

"Better go easy on that subject. We already talked about it and it seemed to bother him a lot so I just dropped the conversation for his sake."

"Really? What'd he say?" AJ pushed a little to continue the conversation.

"All he told me was that he is a guy and guys will have thoughts about seeing a pretty lady, as he put it. He told me that although Rarity is beautiful, When he saw Sweetiebelle as an adult, all he could think about was her. He admitted to me that Sweetiebelle's beauty was actually far beyond Rarity's. He also went on to say that there would be 'No way in hell' that he would ever have relations with any child, even if they had been magically altered to become an adult. He even went as far as to learn and cast a spell on himself to give him what is called 'Honest Eyes' which gives the being it is cast on to see the truth behind any given guise that a pony has cast."

"That is pretty hard core, Why does he want the truth out of something like that?" AJ had just finished her question as Midnight entered the library.

"Because I don't believe in lieing to get what I want. If I lie to get help then I'm not only hurting myself, but my friends in the process. If it is something like a surprise for another I can see telling a little white lie to get the help needed. But if it is for personal gain, or to hurt another pony. Then I will be against it." He sighed as he trotted in and taking a seat next to Twilight giving her a quick kiss on the cheek.

"Ah must say Night, you have some purty straight forward no non-sense. morals. It's rather refreshing teh hear that there is another pony that thinks like mahself." AJ chuckled.

"Being the element of honesty is a tough job. Even if you don't want to hurt another ponies feelings, its best to just lay out the details in front of them so they can't be hurt later by a lie and finding out the information on their own." Midnight smiled.

"Darn tootin." AJ winked giving a chuckle. "At times I feel bad about having to break the news to another pony, but its always for the best."

"Glad to hear it AJ. I'd expect nothing less from the hardest working pony I have ever met." He chuckled giving her a wink only to make her blush slightly. "So, should I inquire about what you two were talking about just before I walked in?" He cocked a brow slowly changing his gaze from Twilight to AJ then back again.

"Uh........." Twilight began as she looked to AJ nervously.

"We might as well Twi, no reason not teh." AJ chuckled trotting over and taking a seat across from them.

"AJ and I were talking about what you said to her the other day......... About having another pony in your relationship with Rarity and I." Twilight gave a nervous smile looking up to Midnight. He raised his brows in slight shock as he looked back and forth between them once again.

"Alright, What do you think?" Midnight said as he looked to Twilight.

"Well Night, Even though ah'd like teh have a relationship going on with ya, I feel it best teh just keep things civil. Know what ah mean?" AJ began.

"In short, two's company, three's a crowd?" Midnight chuckled.

"Not really, Ah just feel better knowing that yer a friend with benifiets." AJ chuckled causing Twilight to gawk.

"Seriously AJ?" Twilight asked in shock.

"Your decision is fine with me AJ. You know I'll always be there for you and your family if you ever need me. Same goes for every one of the elements." He smiled nodding to AJ who came over and gave him a hug.

"Thanks sugarcube, ah appreciate everything ya've done for mah family an me." AJ said as she pulled away from the hug.

"Not a problem AJ, as long as there is a breath in my body, I will help out where I am needed." He chuckled but stopped as he began to take a few slightly quick but deep breaths.

"AAAACHOO!" Midnight's mane and tail erupted into an inferno as he sneezed hard causing AJ and Twilight to nearly fall over to get away.

"WOAH NELLY! You alright there Night?" AJ asked looking at his slightly stupid expression. After a few moments Midnight shook himself back to reality.

"Wow, that was new." He said as his mane and tail returned to normal.

"Midnight? Are you ok?" Twilight asked coming back up to his side and giving him a gentle nuzzle. He gave a slight sniffle nodding.

"I'm alright, just hope I'm not coming down with a cold. Although I wouldn't be surprised. Ive been here for almost a year now without getting sick. Come to think of it, I don't know anythiiii heeee HEEEEE AAACHOO!" He let out another sneeze, this time his horn lighting up with magic, as soon as the sneeze hit several books explode from all around them.

"I was going to say, that I don't know anything about the types of illness's this world has compared to my own, what the hell happened to those books? And why is it raining paper?" He spoke out in slight confusion.

"Give me one minute Midnight." Twilight said as she located a book on pony physiology and illnesses, floating it to Midnight who immediately scanned it.

"Informative, but it didn't tell me what kind of illness I may haaaaa...... haaaaaa..... HHAAAAAAACHOO!" He sneezed again, this time his wings flying out to the sides of him and knocking over two large towers of books.

"Ugggggghhhhh, Ok, this is getting annoying." He groaned.

"I think I need to send a message to the princess. It is actually quite rare for a pony to catch a cold. Especially an Alicorn." Twilight spoke as she yelled for Spike. After a minute of writing the letter Spike sent it on its way. A few minutes passed before the reply letter had been sent back, Twilight opening it and reading it.

"My most faithful student Twilight,

I am troubled to hear that Midnight has possibly caught a cold. It is quite rare for anypony including an Alicorn to catch a cold. I am sending my personal physician to check on him. Please keep me informed of his status. Also I have sent along this horn ring to keep him from casting any spells should he continue to sneeze as you spoke of. Please tell him to rest and take it easy for a few days until he is feeling better. I look forward to hearing that he has returned to a healthy state.

Her Royal Highness

Princess Celestia."

Twilight finished reading the scroll then levitated the ring attached to the scroll to in front of her. She looekd to Midnight who gave a heavy sigh.

"Seriously? I don't need that stupid thing to keep my magic in cheeeeh heeeeeh HAAAAAAAACHOO!" He sneezed hard as his horn lit up once again. This time causing a book case to explode behind him.

"Heh, I take that back. I'll put it on." He chuckled nervously seeing AJ's jaw slack and a very annoyed expression on Twilight, all within the raining debre that was once books.

A few hours had passed since Midnight had been placed in the basement of the library with the magic blocking ring attached to his horn. He had sneeze many more times. Each sneeze that would have probably leveled the library by now had it not been for the ring. Twilight had brought some books down for him to read while he waited for the doctor to arrive so that he could be healed and he could finally go on his way for the day.

Another hour had passed by before the doctor had arrived at the library. Twilight introduced herself, as did the doctor before they headed into the basement to check on Midnight. They walked through the door and began to descend the stairs as they spoke.

"It's rather strange Dr. Whooves. I have been looking through all of the medical texts the library has and nothing I have seems to pinpoint what type of illness he has." Twilight spoke as they finally reached the bottom stair and trotted over to Midnight who was still reading but stopped as they neared him.

"Sound's rather strange, yes. So how are you feeling my boy?" He spoke up seeing the slight bags under Midnight's eyes.

"I've been better, this cold hit me hard though. Just a few hours ago I was fine, but now I feel like i've been ran over by a train." He sighed

"Hmmmmm, sounds like a nasty bug you've caught mmm hmmm. Yes, well, let's take a look at that throat shall we?" The brownish earth pony smiled as he pulled on a plastic hoof glove with a tongue depressor attached to it, and pressing Midnight's tongue down so he could see better down his throat. He then went on to checking his ears and other various regions before finally pulling out a small device and turning it about and pressing a button or two on it.

"Alright now, Mrs. Sparkle, would you be so kind as to remove his magic depression device?" The Doctor said as the device began to humm softly as he pointed it toward Midnight.

Twilight used her magic to pull the ring from Midnights horn for just a few seconds before replacing it back after the doctor finished his scan.

"Hmmmmmmm, quite remarkable, yes." He spoke softly looking at the device.

"So what do I have Doc?" Midnight sighed softly. Twilight sitting next to him and giving him a comforting nuzzle.

"Honestly my boy, I haven't the slightest." He chuckled only to cause them to gawk in disbelief.

"Say what? I thought you knew everything when it came to medicine and illnesses." Twilight spoke up rather disgruntled.

"I do my dear, I have over a billion different types of illnesses stored in this little screwdrivers memory core. It can tell me exactly what you have. The only problem is. Your illness isn't registered in it. You my dear boy have something quite new." He spoke up in a rather fascinated tone. "But I can tell you one thing." He began again as he caught there attention.

"You are loosing a lot of magic as time goes on. Your body is compensating by making more, but it won't be long before you have been bled dry of magic. The symptoms however are not going to get better unless we can cure this. You will become weaker and eventually you will not be able to move at all." The doctor sighed only to cause the two ponies before him to gawk again.

"Wait, so you're telling me that I could die from this?" Midnight spoke in shock.

"No, you won't die. You will just become a vegetable. Of course it will only be temporary until you have been cured or get better on your own." He smiled looking at Midnight as if he had given him some positive news.

"That's even worse!?" Midnight shouted catching the doctor off guard.

"I'm sorry my boy, but there is nothing else I can do for you. I recommend you stay here for the time being. If something happens and you are out on your own when the paralysis state comes around, you could be in a very sticky situation."

Midnight gave a defeated sigh as he lay his head down across the book he was reading. "At least tell me it isn't contagious, I can't bare the thought of hurting another pony with this."

"As far as I can tell, this illness originated from your body and will not afflict any other living beings. But that doesn't mean you need to go around hugging everypony." He spoke out in a suggestive manner.

"Understood." Midnight sighed just before unleashing another sneeze. "UGH! I hate being sick." He whined as he curled up pulling a cover over himself, his snout the only visible part poking out from underneath it. His horn having made a hole through the cover as well.

Twilight walked the doctor back upstairs to see him off but stopped him just before so that they could talk.

"Doctor, What do you think is causing this illness?" Twilight asked worriedly.

"I'm not sure my dear. But it seems to be unique to his being. I understand that he was a human before one of your spells didn't go as planned?" He asked cocking a brow at her.

"Yes, he used to be human. Do you think he brought a virus with him when he fell into Equestria?" Twilight asked feeling a pang of fear.

"He could have, it is always a possibility. But for it to be dormant so long and to just now appear seems rather strange." The doctor said as he rubbed his chin in thought. "For the time being though, please keep your distance from him. If he needs anything please use your magic to levitate it to him. We don't need an epidemic on our hooves." He said as he stepped from the library to the awaiting chariot.

"I'll do that, and thank you. If anything else happens I'll send a scroll to the princess." She nodded to the Doctor as the chariot took off back to Canterlot.

"I just hope that this doesn't last." She sighed heading back into the library.

Four days had passed and Midnight's health kept deteriorating. By the fourth day he could barely move of his own accord and had been moved from the library to a quarantined section of the hospital. He had been placed on a magical IV that would keep his magic level at a constant spot. With the magical ring around his horn he could no longer use magic so that any unfortunate events could not happen when he sneezed. After the first day of being in the libraries basement, the other girls had been notified. Midnight received visitors daily, sometimes more often than not. He had been unable to sleep due to the discomfort of his illness, this was beginning to show in his everyday actions and speech as delirium was setting in, sometimes he would pass out for a short period before waking up in some sort of pain that he could not describe.

On the fifth day however things took a turn for the worse for our hero. After many failed attempts at curing his plague he fell into a coma like state. His eyes would blink very slowly and had lost all of their firey red color revealing a set of deep green eyes. His mane and tail had all but gone out revealing only a lengthy black possum looking tail and a slightly reddish area where his mane had been. He could no longer communicate with those around him at this point which in turn began to drive Twilight and Rarity stir crazy as they took turns sitting with him in the hospital.

Celestia and Luna had been notified of his condition and its decent into his current state. It had been proven that he was not contagious so having them visit would be acceptable. Pinkie however was taking it the hardest since she and Midnight hung out sometimes to pull a few pranks on some unsuspecting ponies. She and Discord had visited once before he had fallen into his coma like state only to get some type of gibberish out of him through conversation.

On the sixth day his eyes closed and he had yet to awaken. He was now completely inert and was barely breathing on his own. The doctors had all but given up on him, even the continuous magical IV's began to take little affect on him. He remained in this state for some time, that is before Zecora arrived in Ponyville from Midnight's missed appointment with her. After talking to several ponies she had come to find Midnight's location in the hospital, she arrived quickly finding Twilight sitting at his side reading a book, heavy bags under her eyes from her sleepless nights.

"Twilight my dear, what is going on here?" Zecora asked as she trotted into the room seeing Midnight hooked up to various machines.

"Zecora? What are you doing here?" She asked as she put the book to her side.

"Midnight and I had set a date, for he was learning about my potions as of late. Upon his failure to come to my home, I began to worry that something dire has begun to grow." She spoke in her rhythmic tongue looking Midnight over.

"He has been sick for almost a week, his condition keeps getting worse Zecora. The doctors don't know what he has or what to do. They said he could be like this permanently if he doesn't overcome this illness." Twilight spoke softly as she began to sob. Zecora coming over to her side and giving her a gentle hug.

"There there my friend, Do not worry about him, I shall bring a few potions that might mend. Or at least find find what ale's him." She smiled pulling away from Twilight and trotting out of the room to head back to her hut.

After a couple hours, Zecora returned to the hospital with a saddlebag full of herbs and potions. She set up shop on the other side of the room from Midnight's bed and began to mix a small brew. After a few minutes she pour the concoction into a small vial and carefully poured the contents into Midnight's mouth then putting a strap around his snout to hold his mouth shut. He began to struggle and cough but it eventually stopped as he swallowed the bile contents down. A minute went by before the potion had taken effect and Midnight's eyes opened to reveal a ghostly white aura that seemed to flow like a mist down the sides of his head and disappear just before it could hit the bed. Zecora let out a soft gasp as she rushed back to her small station and began to mix up another brew.

"Zecora? Whats wrong?" Twilight asked watching her frantic pace.

"Something dire has happened, his body is rejecting his magic and is becoming flattened. If his loss of magic is total, I fear that it could become fatal." She spoke as she continued mixing her potion. Twilight began to sob a little louder as she stood up on the side of Midnight's bed looking down as his eyes continued to leak the white mist before slowly closing again. Twilight's horn began to glow slowly as she pressed it to his head, Zecora to late to notice this as she turned around yelling.

"TWILGHT STOP.................." Was all that was heard before a flash erupted around her and she was now standing in a long hallway inside Midnight's head. But this time, it didn't seem as normal as it did before.

85. What's the worst that could happen?

"Midnight? Are you here? Can you hear me? Why is everything so messed up in here?" Twilight asked as she looked around the long hallway. Instead of its normal straight look it seemed as if someone had grabbed each end of the hall and twisted it like they were wringing out a towel. She trotted slowly down the hallway looking at the doors as she went. Ever so often there would be a loud crack of snap that would surprise her. After a short time of walking however she came up to a door that had a large crack through it. The door was almost completely split in too, and was seeping the memories of that specific room through the little crack. Twilight avoided the door and kept walking but after another ten minutes came to a halt as she was getting nowhere. She took a deep breath exhaling to try and alleviate her tension before speaking.

"Take me to Midnight." She spoke out loudly, the echo resounding off the walls in a terrible crying noise. A loud click was heard as was normal in his state of mind before a loud scraping that sounded like metal against metal was heard. Many loud cracks and snaps could be heard as the hallway began to zip past her toward the final door at the end of the hallway, coming to a sudden halt just a few yard from her. She walked slowly toward the door, watching as it began to malform and contort from something inside that was pressing on it. The door stopped suddenly before the middle of it pressed forward with a terrifying scream of someone as a human face attempted to press through the door. Twilight jumped back terrified at the sudden sight.

"Midnight? Can you hear me?" Twilight shouted as it echoed off the walls once again.

"Twi.......light................" Came an echoing voice as if it was talking softly then gaining in volume.

"Midnight! Where are you?" She shouted, finally happy to hear his voice.

"You...............need................to..............leave............" He spoke out slowly through pained words.

"Where are you? Why do I need to leave?" She shouted.

"Dangerous..........to stay here................ loosing control......... of magic.............. Human self............trying to come back..........." The words echoed softly as he spoke out.

"What do you mean human self Midnight? How is your human form...........supposed..........to........" She trailed off as the door in front of her contorted once again, the face of a human pressing against it with the expression of pain and rage etched into its very form, hands pressing harder outward as if trying to grab Twilight. She back peddled quickly as it swiped at her.

"LEAVE! Or we both die!" Shouted Midnight as his voice echoed repeatedly off the walls, Twilight covering her ears as it pierced her skull causing her to fall over in pain.

*FLASH*
*THUD*

Twilight fell to the floor in a heap, sweating profusely as she looked around her seeing many different ponies. After a minute she had been placed onto a bed nearby. Doctors taking her vitals as she laid there panting for breath.

"W-what happened?" She mumbled out catching a doctors attention.

"You are luck to be alive Mrs. Sparkle. You suffered a severe magical backlash from Mr. Flame there. I am surprised to see you conscious. The doctor spoke as he placed a magical IV into her fore arm.

Twilight winced slightly at the sudden pain as she began again. "Magical backlash? That's not possible. His magic level is to low for that to happen." She grumble sitting up in her bed pressing a hoof to her head to keep the room from spinning.

"Lay back Mrs. Sparkle, Mrs. Zecora advised us of what the problem was and we are in the process of saving Midnight." He spoke out as he gently pressed her back into her bed.

"What happened to him? I was in his mind and he told me that his human side was trying to take over." She sighed looking over at Midnight.

"WHAT!?" Shouted the doctor as he turned back to the group surrounding Midnight. He ran over to a spot on the wall hitting a large red button. "EVERY PONY OUT! EVACUATE THE BUILDING! CODE STRATUS!"

Within three minutes the building had been evacuated. Twilight was pulled from her bed and dragged hurriedly out of the building. Her IV bag between her teeth as they went. As they finally came to a standstill outside Twilight began.

"What in the hey is going on? What does code Stratus mean?" She growled to the doctor tugging her along.

Your friend is about to have a magic meltdown. His body has been rejecting magic since his apparent transformation due to your spell. His species was not akin to magic and being exposed to a form that could very well move the stars has caused his body to reject the magic. At this point one of three things could happen." He began until a scream could be heard from inside the hospital which shook the very ground they walked along. "And im afraid it may possibly be the worst of the three." He lowered his head as the screaming grew in intensity.

"What do you mean? What's happening to him?" Twilight shouted over the screams but got no answer. She made a mad dash toward the hospital but was immediately picked up in a magical field and a magical ring placed onto her horn as she fought back.

"LET ME GO! I NEED TO HELP HIM!" She shouted in pa panicked voice as the screams began to die down, replaced by a slowly growing hum.

"If you go in now you will die! Every pony, lets gain some distance, we don't know how far the field is going to spread." The doctor shouted as the hum grew louder, everypony in the area pushing or pulling injured ponies left and right away from the hospital as Twilight was dragged through the air away as well. She looked back in time to see a bright white orb with many holes in it begin to grow in size around the hospital, it kept growing and growing before stopping and maintaining its shape for just over a minute before collapsing inward. As it collapsed it left a bright sparkle in the air and took all of the color in the area with it leaving everything a monotone grey before slowly regaining its color.

"IT"S OVER! TEAM 3 GET BACK INSIDE TO CHECK ON HIM, THE REST OF YOU BRING THE PATIENTS BACK INSIDE!" The doctor shouted as they all began to move back in. As soon as twilight was released from her bindings she tossed the ring from her horn and rushed back inside. Making a few quick turns she finally arrived back into Midnight's room. Upon entering she gasped loudly at what she saw, falling to the floor in shock.

In the bed before her was not the Alicorn she had grown to love, but Charles, the being that she had transformed him into. She walked over after regaining her senses and placed her head at his side, tears slowly falling from her face as she spoke.

"Oh Midnight, what happened to you?" She wept but stopped as a soft groan escape the human.

"Ugh........ Twilight........... did you cast another weird spell on me? Cause it feels like i've been run over by a train again." He groaned pulling a hand up to his face and rubbing it gently. After a few seconds he stopped, his hand still on his face as he spoke.

"Twilight, I feel my fingers......." He paused as he wiggled his toes. "And my toes.......... Please tell me that I'm not human again." He spoke out in a slightly shocked voice.

"Sorry Charlie." Was all that left her mouth before he pulled his hand away from his face staring as he wiggled his fingers then turning his head to the side to look at the mirror just a few feet away, then turning back to look at Twilight. He gave a soft laughed before his eyes rolled back into his head and he fell back onto the bed out cold.

"CHARLIE!?" She shouted jumping up next to him and giving him a shake.

After about an hour and notifying the girls and the princess', They had all arrived at the hospital and stood silently in his room. The IV had been removed and replaced with a saline drip so that his body would not reject any more magic.

"Ugh! What happened...........WAIT!" Charles spoke as he finally came around once again, catching every ponies attention as his eyes shot open.

"Don't panic my dear." Celestia spoke up as she quickly came to his side. "You are going to be fine." She smiled nervously at him.

"Ok, quick check here......." He said as he wiggled his fingers and toes. "Eeyup, human again." He sighed in defeat. "how in the hell did this happen?" He groaned rubbing his face.

"Well, That is what is puzzling, but I think I have an answer for you. I am sure you are aware that when you arrived in our world some time ago that this world is filled with magic used by every living and nonliving entity here."

"Yeah, so." Charles spoke up.

"Well, you having never experienced magic before and then suddenly being turned into an Alicorn within a short while of being exposed to said magic overwhelmed your body. As time went on your body began to use the magic and at the same time reject the magic as your body was trying to convert back to your original form. Over time it built up as an immune response and your body finally pushed the magic back, storing all of the energy in your body." The doctor smirked as his horn lit up and he cast a spell on Charles' frame, His stomach quickly beginning to glow before it faded quickly.

"Does this mean he will remain this way?" Rarity spoke up coming to his side and nuzzling him.

"To be honest, I don't know. It seems that any magic that is cast on him is quickly stored into the spot in his stomach area. The spell I just cast was supposed to stop after two minutes. It last roughly ten seconds. So the only thing I can tell you at this time is that his body is constantly pulling magic into itself and storing it. For what purpose, I haven't the slightest idea. Maybe to turn him back into his other form, maybe another reason entirely. But for the time being her will remain the way he is. If any further symptoms begin to show, he will need to come back to the hospital quickly."

Everyone looked at Charles in a somewhat shocked state.

"Well that sucks." Rainbow Dash said breaking the silence.

"And why is that?" Charles chuckled.

"You can't walk on clouds like that." She smirked giving him a wink only to make him face palm and chuckle.

"You are something else Dashie."

"So what do we do now Doc?" Pinkie piped up.

"Well, he is free to go. Just as long as somepony is with him and can bring him back if he begins to have any other symptoms." He said as he looked around the room.

"Sounds good to me." Charles chuckled as he pulled his legs over the side of the bed and heaved himself up only to fall flat on the floor in a heap. "Well........... I guess I had better learn to walk on two legs again before I can get around." He chuckled causing the others to laugh.

After a few minutes of relearning to walk and a slow walk back to the boutique with many ponies in tow he made his way inside leaning gently on Rarity as they came through the door, the bell signalling their entrance.

"Rarity? Is that you? How is Uncle Midnight?................" She trailed off as she came into the parlor of the boutique, freezing as she saw Charles standing there, his hand on Rarity's back to help keep his balance.

"U...un. uncle Midnight?!" Sweetibelle spoke as tears began to well up in her eyes.

"Oh Sweetie, I'm so sorry you had to see me like this." He sighed kneeling down as she ran and jumped into his arms crying softly into his chest. He took a seat on the floor nodding to Rarity and the others.

"Applejack, Rainbow Dash, can you two get the other crusaders please. They will need to know about this as well." Rarity sighed as they nodded and left the boutique..

Celestia stepped forward presenting a small bracelet to Charles. "My dear, Please wear this. If at any time you need me or Luna simply squeeze the band and think of us. We will appear as quickly as we can." She smiled giving him a gentle nuzzle, he reaching up and giving her a hug in return. Once they separated they left the boutique returning to Canterlot.

A short time passed as Applejack and Rainbow Dash returned with the other crusaders who immediately ran to the human and jumped into his awaiting arms. He sat down on the couch looking at the teary eyed fillies.

"Girls, I am perfectly fine, please stop crying." Midnight sighed hugging the three fillies closer.

"B-but, Uncle Midnight, yer not a pony no more." Applebloom wept softly looking up to him.

"You can't use magic or fly anymore." Scootaloo cried.

"What happened? Why did you turn back?" Sweetiebelle spoke into his chest rubbing her face roughly against him.

"I don't know girls. My body just didn't like the magic so it sealed it away inside me, right here." He said as he placed a hand over the area that had glowed earlier showing the magic being locked away within him.

"Can't ya turn back?" Applebloom asked giving him the most pitiful expression she could muster. He gave a sigh hugging the three close again as he spoke.

"I'm sorry girls, but right now I'll have to stay like this until things can be sorted out. But don't you worry. Uncle Midnight can still play." He smirked giving them a wink making them giggle.

"Come now girls, it's getting late and we have all been very worried about your Uncle. He will be here tomorrow so you can come back....." Rarity was cut off as all three of the fillies latched onto Charles.

"NO!" They shouted in unison catching everypony off guard.

"Now girls." Charles began only to watch as they put on the saddest faces he had ever seen which instantly turned him to mush and giving a loud defeated sigh. "I guess we are having a sleepover tonight ya'll." He chuckled looking around seeing them all giggle as the three fillies quickly hugged him around the neck cheering.

86. CMC torture and the love only a human can give

That night Charles and the crusaders spent a few hours talking and watching some movies together in Sweetiebelles room. He had managed to sit on the floor at the foot of the bed while the three fillies lay on the foot of the bed underneath some covers. Eventually they fell asleep letting Charles finally make his way out of the room and quietly making his way into Rarity's room where she sat waiting for him. He stepped inside slowly closing the door and making his way over to the bed, climbing under the covers and quickly snuggling up to the ivory love of his life.

"Darling, are you going to be alright?" Rarity cooed as she nuzzled him gently.

"I'll be fine, I'm just worried is all." He sighed as he ran his fingers through her mane making her sigh contentedly.

"Why are you worried? You have returned to your original form. I thought you would be happy about this." She spoke looking up and into his eyes.

"Well, to be honest, I would prefer to return to my other form and stay that way. I can't protect everyone now like I could have when I was an Alicorn. With me in this state I feel vulnerable and just incapable of protecting everyone." That plus I can't heal myself like I could when I got hurt doing something stupid. However this has given me a better perspective on things." He chuckled catching her full attention again.

"Really? And what would that be?" She smiled.

"I realize now how how reckless I was everyday I spent as an Alicorn." He chuckled again shaking his head in disbelief. Rarity at this point sat up in bed giving him a cocked brow in question.

"Reckless? You? Never!" She giggled pressing her lips to his for a quick kiss.

"Yes dear, reckless. I knew that with my magic I could throw caution to the wind and take ever greater chances since I would be able to heal myself should any plan not go as planned. Now that I'm human again I fear that I may still have that reckless nature and do something that could potentially kill me." He sighed falling back onto his pillow.

"Well then, I guess this means you will have to spend more time with Twilight and I on a regular basis. Of course though you will need to keep her from casting spells on you once again." She giggled pulling herself onto his chest.

Charles smirked as he watched her moving around in the bed before he began. "Hun, you do know that we have three little fillies in the next room don't you?" He chuckled as he watched her kissing along his bare chest.

"Yes darling, need I remind you that they already know about certain things?" She smirked laying her head onto his chest and looking up into his eyes.

Charles gave a slight shudder as the memories surfaced again of prior events. "Well sweetheart, I think that was the best boner killer I have ever endured." He chuckled as his standing ovation came crashing to the ground.

"Oh you just need some motivation is all." She giggled climbing back up and laying next to him, kissing him roughly.

"Mmmmmm I think that just might work." He chuckled. After a minute of this however a knock came at the door causing them both to bolt upright and frozen in place.

"Y-yes?" Rarity managed to squeak out as the door slowly opened revealing three teary eyed fillies.

"Girls? Whats wrong?" Charles asked as he pulled the covers off of himself and letting his legs fall to the side of the bed.

"When I woke up you were gone, I got scared that you were gone forever." Sweetiebelle began to cry slightly, the other two crusaders nodding in agreement as tears welled up in there eyes. Charles made his way over to them pulling them all into a hug and bringing them over and into bed with he and Rarity.

"Girls, you have nothing to worry about. Even Celestia herself couldn't keep me from you three." He chuckled giving them all a loving squeeze. The gave a contented sighed snuggling up to him and quickly falling asleep. Charles looking over to Rarity giving a weak smile as he whispered. "Raincheck?"

"Raincheck." She smiled leaning over and giving him a quick peck before snuggling into him as well.

Morning arrived with the smell of pancakes and coffee. Charles gave a yawn as he tried to pull an arm up to his eyes to rub the mornings sleep away but felt a weight on it. After a moment of gently moving his arm and blinking a few times he felt another weight on his chest and throat, and a third resting between his right arm and side. After regaining his sight he looked down with a little effort to see three fillies sleeping on him. Scootaloo laying sprawled out across his left arm upside down and spread eagle, Applebloom sprawled on his chest while nuzzling against his neck and chin, and Sweetiebelle curled up between his right arm and side. He smiled pulling his right hand up and began to gently stroke Sweetiebelle, giving her a gentle nudge while speaking.

"Time to wake up sleepy head." He smiled as she gave the sweetest yawn you ever saw. Her eyes slowly opening as she began to rub the sleep away. Once she was awake she noticed Appleblooms position on Charles and gave a soft giggle covering her mouth. Charles raised his hand up doing the same to her. She awoke giving her uncle a gentle hug around his neck and slowly moved next to the other side of the bed where Rarity had slept, Sweetie joining her.

Charles pulled himself as upright as he could with the orange bundle sleeping across his arm and gave a soft chuckle watching her kick the air gently in her sleep. He pulled his right hand up and gave her a gentle nudge on her side.

"Time to wake up Scoots." He spoke softly only to get a mumble in return. He tried again causing her to stir.

"Mmmmmmm five more minutes mom." She groaned giving a little stretch, her wings giving a few weak flaps as she lay on her back across his arm. At this point Charles gave a smirk to the others as he spoke.

"I think this calls for drastic measures." He grinned causing the other fillies to giggle as he took a deep breath and pressed his lips to her belly and raspberried her as best he could causing her to shriek out in surprise before laughing loudly trying to get away. Her little hooves pressing against his face as her tiny wings flapped hard to try and propel her away from the onslaught that was the dread bubbles on the belly technique. She finally manage to place all four hooves onto Charles' face and push him away as she gasped for air still giggling while looking up to him.

"That was so not cool." Scootaloo chuckled completely flushed.

Charles chuckled as he spoke around the hooves pressing against his face, albeit with slight difficulty.

"Awwww, can't yer uncle have a little fun by tormenting his only nieces?" He chuckled as he began to attempt a second raspberry assault only to make her giggle and push him away.

"Nope! Go torture Applebloom, I heard her saying you couldn't get her because she's an earth pony." She giggle causing Charles to pull away and giving a shocked expression as he looked at Applebloom before smiling. Applebloom gasped before jumping off the bed running toward the door screaming quickly followed by Scootaloo.

"Oh no, I've been left all alone with Sweetiebelle, guess she will need the torture instead." He chuckled causing her to laugh and playfully scream as she rain out of the room behind her friends.

"What is all of that noise?" Rarity shouted as she trotted from the kitchen toward the staircase as three fillies ran by screaming, heavy foot steps quickly following them as Charles descended the stairs and hurdling over Rarity in his chase.

"Come back here you trio of trouble." Charles laughed as they quickly pulled on their crusader capes and stood with their chests puffed out.

"You cannot catch us evil belly bubbler!" Sweeite shouted as the three took off through the boutique.

Charles chuckled leaning down and giving Rarity a good morning kiss before pulling on a shirt and taking chase after the three fillies, making their way outside.

After about a good thirty minutes of chasing the trio Charles made his way back inside covered in sweat and panting from running around. The girls had decided to take the time they had this morning to go crusading, leaving Charles behind so he could rest up. After walking back in he took a seat at the kitchen table as he eagerly began to consume a plate of pancakes and cup of coffee. Rarity sat across from him reading the morning paper.

"So darling, any plans for today?" Rarity chirped as she flipped another page into the paper with her magic.

"Not really. I'd like to go to Twilight's to see if there is anything in the history books about what happened to me. But seeing as I'm the second human to exist here, I highly doubt that there would be even a drop of information about my incident." He sighed as he sat his cup of coffee down.

"Oh don't feel so downtrodden darling. I am sure that everything will be alright in time. Who knows, maybe that little store of magic in you is being kept there for a reason hmm?" She smiled setting her paper down.

"Yea, but I can't help but feel powerless. Plus the fact that I seem to be storing other magical energy in that spot as well." He stopped for a moment in realization. "Rarity, cast a spell on me." He spoke as if something had garnered his attention.

"Darling?" She spoke rather confused.

"Just something simple, like a levitation spell. Just put the field around me without lifting me up." He said as he pulled his shirt off of his frame and stared at the area the magical energy glowed from before.

Rarity took a deep breath as her horn lit up and encased Charles in a field of magic. After a couple seconds Charles could feel the energy moving all around him and slowly being centered on his gut, as if his abdomen was a drain and all of the magic was water slowly encircling the drain pipe before being pulled in. Rarity gave a slight grunt catching his attention, he looked up to see a slight strain on her face and told her to stop. As she stopped she gave a few pants looking up to Charles in slight shock.

"That was rather strange, I have never had that much trouble casting such a simple spell before." She spoke as she rubbed her forehead gently.

"Your telling me. I've never felt anything like that before. I'll need to get to the library and talk to Twilight about this, maybe she will have an answer." He stated as he rose from his seat, pulling his shirt back on only to stop as a pair of hooves wrapped around his midsection from behind.

"You aren't leaving now are you? And just when we got to be alone..... together." Rarity cooed.

Charles gaze a hardy chuckle as he turned around, tossing his shirt to the side as he swept Rarity up in his arms.

"Well........ Now that you've made that point. I guess a couple hours wouldn't hurt before I arrived at the library." He smirked causing her to place a hoof over her mouth in a mock shocked expression while rolling her eyes.

"Then by all means, let us put those two hours to good use." Rarity giggled wrapping her forelegs around his neck and kissing him passionately as he climbed the stairs with her in his arms.

A few hours passed by before Charles had finally made it to the library. He was in quite the afterglow from making love to Rarity for the first time in his human form. Although not as beastly as his Alicorn frame, his hands made up for what he lacked in that area.

"Hey bookworm, you home?" He spoke just above a normal tone as he entered the library.

"In here Midni..... Charlie." She hesitated but quickly recovered as Charles made his way into the back room of the library, finding Twilight surrounded by books.

"Hey hun." He smiled walking over and giving her a quick peck.

"Hey yourself." She smirked. "What are you doing out? I thought the doctor told you to take it easy for a few days." She smiled as she closed the book she was reading and crossing her forelegs in front of her.

"Well, you know me. Taking it easy means always hard at work." He smirked giving her a wink.

"Yes, so that means you need to turn into a couch potato and really lay off all the excessive labor." She giggled.

"Oh but what fun would that be?" He laughed as he quickly swept her up in his arms and twirling her around causing her to giggle. "I would start to grow a belly and be lazy, then what fun would I be?" He smirked as he took a quick seat with her in his lap, her back to his chest as he hugged her, nuzzling her head lovingly.

"At least things wouldn't be so chaotic." She giggled looking up at him from her sitting position on his lap.

"Chaotic? Midnight? Perish the thought." Discord chuckled as he appeared in a very small form atop Charles' head.

"I guess its time to tell you my human name Discord." Charles laughed as he quickly grabbed the draconequus from atop his head and held him out as he did the shuffle on his palm.

"This is rather amusing. Seeing an all powerful Alicorn reduced to a mere human. Such a shame really. We had so much fun while you were a pony." He sighed taking a seat on the edge of his palm, kicking the air annoyed.

"True, but I'm sure with a little bit of time I will return to my pony form. It is going to suck having to be without magic and wings though." He sighed hugging Twilight a little tighter.

"Oh pish posh, I can give you both with a flick of the wrist." Discord chuckled as he did just that, making a set of wings and horn appear on the human.

"WHAT THE HELL?!" Charles shouted as he bolted upright dumping Twilight and Discord onto the floor in front of him. He stood there in shock for a moment as he could feel the wings and horn. Her gave his wings a test flap which quickly shredded his shirt upon unfolding. He reached up and pressed a finger to his horn as he could feel magic moving through it. After a second he stopped as his eyes went wide, his hands bolting to his stomach as he buckled, falling to the floor in a heap into the fetal position, giving a loud grunt as he made contact.

"Dis....cord.......... take them............back." He groaned opening a single eye while looking at the draconequus who stood there in shock. After a second he snapped to his sense, flicking his wrist once again to remove the horn and wings. Charles took a deep breath uncoiling from his fetal position on the floor and turning over onto his back spread eagle.

"Discord!" Twilight shouted as she grabbed him up in her magic and bringing him within inches of her snarling face. "What did you do to him?" She snapped.

Discord winced at the sudden outburst looking into the raging inferno that was Twilight's eyes. "I didn't do anything, I just gave him what he asked for, I never meant to hurt him." He spoke, pulling his arms up in front of him, palms forward in a defensive gesture.

"It's alright Twi, I didn't expect that to happen. What happened anyway?" Charles asked as he sat upright taking another deep breath. Twilight setting Discord down and quickly casting the spell the doctor had cast the previous day to show the magical ball accumulating in Charles' gut. They all looked wide eyed as there were now two separate balls of magic swirling around each other similar to a yin and yang sign placed within his gut.

"Ok, now that is just weird." Charles said as he poke his gut gently.

"That is rather strange." Discord nodded as he grew a few inches and stepped forward with a glowing paw gently pressing a single talon to the glowing spot. Charles immediately winced but held still as the three of them watch the glowing orange magic slowly move from Discord into Charles. Discord pulled his talon from his belly looking at it then pressing it to the spot again only to cause Charles to grunt in pain. He did this three more times before Charles yelled at him.

"DISCORD! QUIT IT! THAT FUCKING HURTS!" He snapped causing the draconequus to disappear, only to reappear hanging upside down by his tail from Twilight's horn.

"Oh come now you big baby. I didn't mean to hurt you, I was simply curious as to why your gullet is absorbing my chaos energy along with Equestria's magical energy. I just needed to poke you a few times to make sure my assumptions were accurate." Discord sighed as he swung back and forth from her horn.

"Ahem!" Twilight spoke out causing the draconequus to disappear and reappear his normal size at their sides.

"You two are just so boring at times. Afraid to have a little fun through experimentation." He groaned, flopping down onto a pile of books.

"What do you think is going on Discord?" Twilight asked as she cast the spell again to see the magical energy swirling around still.

"In all honesty. I haven't the slightest idea." He chuckled before pulling a talon up to gently stroke his goatee in thought.
"Which is a first for me. I thought I knew everything, but this completely eludes me." He squealed in surprise pulling his arms up to his chest while dancing happily in a circle.

"What's gotten you so happy?" Charles asked while cocking a brow at the dancing draconequus.

"THIS is what is making me so happy!" He chuckled poking Charles stomach again only to make him wince once again.

"DAMMIT DISCORD! Imma kick your ass if you keep doing that!" Charles shouted as he wrapped his hand around Discords neck.

"Sorry, sorry.....gccckk....... need.........air." He finally gasped as Charles released his hold on him.

"I meant no harm as I said, It's just that this is entirely new to me. Since you are absorbing magical and chaotic energy that practically makes us brothers." Discord laughed slapping Charles on the back hardily.

"Brothers? Then that would make your daughter my niece as well." Charles chuckled causing Discord to hiss in disapproval.

"Yes, but we can speak of that at another time." Discord waved toward nothing in particular. "In the meantime though, I am curious as to how a mere human can absorb the only energy in the universe that I myself can control and wield." He placed a talon to his chin again in thought.

"Well that will have to wait for another time. Right now I need to conduct a few tests on Charlie to see what is going on with the magical energy already in his body, and possibly find the reason why he turned from his Alicorn state back into his original form." Twilight said as she pulled a few books from nearby.

"Is that all? And here I thought you were only trying to get rid of me because you wanted to a little bronco busting." He chuckled as he road on a mechanical bull her pulled form thin air causing Twilight to blush furiously.

"OUT!" Twilight shouted as her horn erupted in magic sending Discord outside and placing a chaos proof shield around the library to prevent him from entering.

"Oh, I think I hit a nerve." Discord chuckled as he went on his way.

Twilight quickly turned around as she heard Charles laughing behind her.. "And what is so funny?" Twilight snapped at Charles causing him to straighten up and stop his laughing.

"Nothing! *snerk* "Nothings funny. *snort* nothing at all." He managed to get out before letting out a loud laugh. "I'm sorry, it's just your reaction to him saying you wanted to do a little 'bronco busting' just set me off." He chuckled as his fit of laughter died down.

Twilight grinned as her horn lit up four books flying from nearby and opening and quickly pinning Charles to the floor.

"Who said he was wrong?" Twilight smiled as her cheeks flushed a bright red.

"WOOOO HOOOO!" Discord shouted like Homer Simpson as he peeked through a window overlooking the room Twilight and Charles were in. Twilight growled quickly tossing several covers over the windows blocking the view.

"D'OH!" Shouted Discord at the sudden block. He gave a sigh as he sauntered off unable to catch a glimpse anytime soon.

"Now.......... where were we." Twilight giggle looking at the smirk spread across Charles' face.

87. I have WHAT wrong with me?

After a rather physical encounter with Twilight, the two managed to take a quick nap. However their previous encounter had let them arrive in the basement of the library instead of Twilight's bed. This was due to the fact that Spike was making several errands around Ponyville and would be coming back to the library to drop off items that he was sent to get during the day.

Twilight had awoke shortly before Charles and decided to make some headway on her search for what has going on with him. So she managed to hook him up to several machines while he was still asleep, taking readings left and right while also experimenting with how much magic he was absorbing and at what rate when a spell was cast on him. During her research though she failed to see that his eyes were open and he was smiling at her as she wrote onto several scrolls.