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.