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.