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.