After a few days to prepare for the start of training his first squad of ponies, Midnight had met with several of the captains of the guard. Each having control of their platoons and all answering to the royal captain of the guard Shining Armor. Twilight had arrived in Canterlot to oversee the first part of the training as Midnight would first have to contend with her brother in order to gain the respect of the other captains. After several minutes of discussion, Shining Armor had refused to give control of any of the platoons to Midnight, regardless of his status as an Alicorn since Celestia herself had never once stated that he would be a co-ruler of Equestria.

Since discussions failed it was time to move on to the challenge. In order for Midnight to gain the respect and control of the guard, he would first have to beat each captain in combat. Unfortunately for him there were four captains. Three of which were under the direct order of Shining Armor. Each captain was a different pony race. A unicorn, pegasus, and earth pony. Each squad had a specialized field that would make them stand out from the rest. The unicorn guard was co-directed by Shining Armor and Whip Lash. Two of the more powerful unicorns that resided in Equestria.

The captains had all gathered in the Cathedral for the fight. It had been opened up, all of the floor seating removed and stored. The carpet pulled and rolled up as well revealing a hard stone floor. Seats had been placed around the walls to make it look like an ancient arena that was open to the air much like the Cloudisium. Almost everypony that resided within the guard force had shown up to watch the fight. Each platoon cheering for their own captains as they were introduced before the fight would begin. Celestia had a box seat on the floor level so that she could keep watch of little Star while everything was going on in front of her. Twilight sat at her side playing with Star and watching the arena area nervously. Her thoughts resting on how her brother was going to defend himself against an Alicorn that was more powerful than Celestia herself. She knew this was a one way fight and had begged her brother just to accept defeat and go under Midnight's counsel and training. Unfortunately for her and Midnight, Shining Armor was rather headstrong when it came to his command. The arena was full to the brim with ponies of all kinds, most of which were from the guard while a few others were either friends or family of some of the guard.

After finally settling in a hush fell over the crowd as Luna appeared in a flash in the center of the cathedral. She began to speak using the royal whee.

"Fellow members of the royal guard, Welcome to tonight's event. You have all gathered here to witness a new age of power for Equestria. As you may know, Our resident hero Midnight Flame wishes to help the royal guard to become far stronger than it is now. However he is not a co-ruler to Equestria as per his wish. This has in turn become a problem as he wishes to help keep Equestria safe from harm by teaching everypony within the royal guard how to better defend themselves and fight for your princess' when time calls for it. The captains of the royal guard have all agreed that everypony within the guard is well trained and can fight valiantly without further training. Midnight says differently."

A resounding boo sounded out from the crowd at the last sentence but quickly fell silent as Luna raised a hoof to silence them.

"Your captains have agreed that in order to have Midnight train not only you, but them as well. He must defeat each captain in succession without fail. Then all four at the same time. Midnight has also agreed to give each captain a handicap as well."

A roar of laughter erupted from the crowd from that statement, also causing each captain to snicker.

"Midnight Flame will fight each captain as the same race of pony. If he wins all four fights he will return to his Alicorn self and fight all four captains at once. Should Midnight loose a single fight he will forfeit his plan to retrain the guard. The battle begins in five minutes and will start with our Earth pony Captain, Iron Clad."

As Luna finished announcing the first contender for the day, a roar erupted once again from the crowd. The majority being the earth ponies that all stomped the ground hard sending a shock wave through the entire cathedral. Midnight was on his way to the arena door when he stopped at the floor booth that Twilight, Celestia, and Starlight was in.

"Hey girls." He smiled popping his head in the room. He heard a loud giggle below him as he looked down seeing Star smiling up to him. "Hey squirt, is daddy's lil colt behaving?" He chuckled leaning his head down to blow bubbles on the colts belly making him squeal loudly trying to get away. Twilight and Celestia gave a soft giggle watching him before Twilight spoke up.

"Midnight, I don't want you to fight anypony, especially not my brother. He is probably the strongest Unicorn in all of Equestria next to me and I don't want to see either of you getting hurt, or worse." She sighed looking away as the tinge of fear crept through her voice.

"Don't worry Twi. I'm not going to kill or maim your brother or any pony for that matter. I'm just going to beat the snot out of them so I can then teach them how to properly defend themselves while also being able to attack with maximum strength but with less effort. Twilight, I hate that things had to come to blows but in the end, Equestria will have a military to fear after I am done with them." He spoke as Luna spoke out once again in the royal whee.

"Contenders to the arena floor!" Luna shouted as Iron Clad stepped through a door on the far side of the arena, everypony in the arena cheering loudly for him. Midnight smiled to the small group within the booth before teleporting to the arena floor, walking up to Luna and Iron Clad as they stood in the center of the floor. Iron Clad had a dark rust brown coat and a blistering white mane that stood out against the darkness of his coat. His very demeanor seemed threatening as Midnight stood there looking him over. Midnight's horn glowed as his body began to shrink to the same size as Iron Clad's. His horn and wings disappearing as he shrank. The two ponies stood there looking at each other, Iron with malice, Midnight with a smirk. Luna looked to each of the two ponies and began to speak out in a normal tone.

"Alright you two, this fight is no holds bar, anything goes as long as you don't kill each other. The fight will end if one of you give up, or get knocked out. Are we both ready?"

"Yep." Midnight smirked.

"Yes your majesty." Iron spoke as he took a defensive stand.

"FIGHT!" Luna shouted just before teleporting away.

The two ponies jumped backwards from each other as they began to circle each other slowly. Sizing each other up as they began to talk.

"So yer gonna try and beat an earth pony without using yer magic or wings huh? Yer about to get a nasty wake up call. They don't call me IRON CLAD for nothing." He chuckled to Midnight.

"I haven't met you before so I know nothing about you or how you fight, So in essence I have given you two handicaps. To bad I'm still going to beat the snot out of you." Midnight chuckled only to get an annoyed snort from Iron Clad.

"Let's dance." He snickered as both of the ponies lunged forward quickly closing the gap, both rearing back onto their back legs and slamming their heads forward head butting each other. A loud crack exploded from the impact causing many of the ponies to cringe at the sound. After a moment the two ponies jumped back looking at each other. Midnight was slightly stunned from the blow as his vision slightly blurred. After a moment though he felt something warm slowly creeping down his face. Another roar erupted from the crowd as first blood had been spilled. Midnight had a large gash across his forehead where the two had hit.

"Not bad, for an earth pony." Midnight snickered causing Iron Clad to snort in annoyance and charge again. He jumped spinning around as he pulled his legs in for a powerful buck. Midnight ducked just in time as the hooves blazed past his head within inches. As soon as the legs were fully extended he launched his head straight up hitting Iron Clad hard in the gut and launching him into the air flipping head over tail several times before he hit the floor with a loud thud.

A hush fell over the crowd as Midnight stood there waiting. Iron Clad slowly making his way to his hooves while coughing. He opened his eyes glaring at Midnight as he began to speak.

"Ah was going teh go easy on ya, but ah think its time to pull out the big guns." He smirked as his body began to glow a soft green.

"What's this? I didn't know earth ponies could use magic." Midnight stood there in slight shock as he watched Iron Clad begin to grow a lot thicker. His muscles bulging and becoming more pronounced than before. After a few seconds the glowing stopped.

"Didn't the princess tell you? I'm one of the only earth ponies alive that can call forth their passive magical ability. I use mine to get a lot stronger and far more durable. I hope you've had fun because I'm ending this here and now." He gave a battle cry as he charged Midnight. However this time he was a little slower. He began bucking and kicking wildly at Midnight, missing every blow. After a minute or two of this the blows began to get wilder and desperate. After nearly five minutes Midnight could tell that the magic the earth pony had used to bulk up with was also impairing his judgement and causing him to get very hot headed and careless.

After another missed buck Midnight slunk down, rocketing his back hooves hard right into Iron Clad's gut sending him up and into the air. He let out a pained grunt as the wind was knocked from him, but it wasn't over yet as Midnight turned quickly while the earth pony was flying upwards into the air. He jumped up grabbing onto the pony wrapping his forehooves around his lower torso spinning him upside down as his back legs wrapped around his torso. The momentum of the grapple and jump spinning them in the air as they came crashing down to the floor, Iron Clad's head hitting the ground with a ear splitting crack. Midnight let go of him jumping back as the body fell to the floor in a lifeless heap. The crowd fell silent for a few moments hoping Iron Clad would get up from the hard hit, but he never did. Luna teleported into the arena checking on the fallen earth pony.

"Midnight wins by knock out!" She shouted causing the entire arena to cheer. All accept the earth pony platoon who grumbled at their captains loss.

Midnight quickly returned to his normal form, his horn glowing as it began to heal the wound across his forehead. A scar taking its rightful place as a reminder of another battle.

"The next fight will be our pegasus Captain, Blizzard Wind! Contenders to your positions!" Luna shouted.

After a few seconds Midnight had shrunk to the same size as the Pegasus Captain. His horn quickly disappearing as his wings remained. The two ponies stood there sizing each other up as Luna reminded them once again about the rules before shouting loudly.

"FIGHT!"

Midnight ducked quickly as Blizzard shot over where he was just standing like a rocket.

"DAMMIT this guy is as fast as Dash!" Midnight croaked out in disbelief as he watched the pegasus Captain bounce off the side of the arena as he bolted back toward him. Midnight jumped into the air quickly as a wing clipped the edge of his tail. He turned in time to see the Pegasus pull up into the air doing a loop and hitting Midnight square in the chest as he drove the Alicorn into the ground with a resounding crack, adding a buck to strengthen the blow as he hit. Midnight gasped out as the wind was knocked from him. Jumping up and onto his hooves as he tried to breath once again but was hit hard several times by the wings of the Blizzard white pegasus in front of him. Each blow causing Midnight to back peddle again and again until he was up against the wall. Midnight pulled his hooves up in front of him to block the hits as he began to slowly regain his composure, his eyes focusing and beginning to read the pegasi movements.

After a minute of relentless blows Midnight saw an opening and took it, ducking down as the bend of a wing flew toward his head only to miss and hit the wall with a loud crack. Blizzard let out a loud yelp as he back peddled, a pained expression on his face as his wing drooped slightly.

"My turn." Midnight smirked as he launched from the wall directly into Blizzard, his hooves wrapping around him as he bolted across the arena directly into the wall causing it to collapse onto them both. Midnight busted through the rubble doing a somersault and landing on his hooves ready for another strike as the pegasus pulled himself from the rubble, His left wing in shambles and swollen at the joint. A gash across the side of his face bleeding as he stood there panting. Midnight took this opportunity to charge closing the gap quick.

"I YIELD!" Shouted Blizzard causing Midnight to stop in mid air as a glow encased him. Midnight was set down and released from the spell as he stood in slight awe at what had happened.

"Why did you yield captain?" Midnight asked in shock.

"You busted up my wing. I'm of no use if I can't fly. Most of my attacks deal with me using my wings to increase the force of the attack. I lost as soon as I hit the wall with my wing." He groaned as he hobbled to the exit of the arena looking back at the Alicorn as he returned to his normal self.

Midnight gave a sigh as he headed back to the center of the arena where Luna stood with the third contender, A dark blue Unicorn with an off green mane. His name is Whip Lash. Midnight quickly turned his form to that of a unicorn as he got into place looking to Luna as she took in a breath and shouted.

"FIGHT!"

The two ponies began to circle each other slowly to Midnight's surprise.

"So your name is whip Lash. What is that about?" Midnight smirked watching the unicorn smile as he continued walking.

"Believe me when I say this. My magic will have you doing a double take every time." He grinned as his horn lit up. Midnight's doing the same as he raised a magical shield around his frame. Whip smirked as a bright flash erupted from his horn temporarily blinding Midnight.

"So what do you think?" Came the multiple voices from all around him. Midnight gawked as he looked all around himself seeing countless versions of the pony he was fighting all snickering at him as he spun around. Midnight smirked as he stopped causing the snickers to recede as Whip put on an angry scowl.

"What are you smirking at punk!" Yelled the group of ponies.

"Nice illusion, but you're rather out of practice." Midnight chuckled.

"Out of practice? What are you talking about?" Whip growled as they all began to move forward, closing in on Midnight as he stood stock still waiting.

"You know, mastering a spell will help you survive longer. Just learning the basics is what gets you killed in battle." Midnight grinned as his horn lit up once again causing all of the ponies to stop as one of them was lifted into the air. Whip let out a yelp of surprise as his illusion spell faltered, making everyone of his duplicates vanish into thin air. Midnight pulled him through the air upside down to right in front of him.

"Ready to give up?" *WHAM* Midnight back peddled dropping the unicorn onto the ground as he stumbled from the sudden hoof that landed across his face. Whip grinned as he flipped upright landing onto the ground, quickly turning and bucking Midnight hard causing him to fly backward and skidding across the ground. He lay there motionless as Whip looked at him before a loud cheer erupted from the arena.

"Not bad." Midnight chuckled loudly as the fallen version of him disappeared into thin air. *WHAM* Whip was sent reeling across the arena floor by Midnight as he reappeared next to him. Whip slowly getting to his hooves as he growled out at Midnight.

"But how did you do that? I felt myself hit you!" He snarled.

"Simple illusion trick like yours, but with a twist." Midnight smirked as he trotted over to the shaking unicorn. "Yield, and save yourself the embarrassment of defeat."

"Not while I still breathe!" He shouted turning quickly and bucking Midnight hard only to hit air as his hooves went straight through the illusion.

"WHAT!?" Whip managed to shout just before a flash erupted from behind him. A magical beam hitting him hard and knocking him out before he hit the floor unconscious. He remained there for a good ten seconds before Luna appeared.

"Midnight wins!" She shouted as a cheer erupted from the crowd. "There will be a short intermission before the next match. It shall begin in exactly ten minutes." She continued before vanishing from the arena floor.

Midnight quickly teleport from the arena to just outside the door of Celestia and Twilight's booth. He gave a quick knock before entering only to see Shining armor talking with the two ladies inside. Little star on the far side of the room in a crib asleep. Shining Armor gave him an icy stare as he entered.

"Did I miss anything?" Midnight asked as he walked up to the group. Twilight lowering her ears and pulling back slightly as Shining gave a snort.

"What is the meaning of all this? Why must you fight the royal guard?" Shining asked looking toward Midnight.

"I offered to teach the guard how to better protect these lands from other threats. You and your captains declined the offer. This was the only alternative other than me becoming a co-ruler of this kingdom and forcing you to listen to me as your king." Midnight snorted.

"Then why not become a King so that you can help protect these lands and leave my sister alone." He snapped back only to cause Midnight to lower his head as a glare crept across his face. He pressed forward right up and into Shining Armors face as he began to speak.

"I have saved this world multiple times because of the guards inability to properly protect the life of this world. I have given my life several times to save this world and your sister from the grasp of death itself. I love Twilight, Rarity, and Celestia as equals and they accept my decision on further training your weak guard. If I have to fight every single one of them in order to gain their respect so that they would welcome my knowledge on fighting then by all means. Let it happen. I have seen death many times and have killed countless people during war times in my home world. If you think I would back down from a fight for any reason, then you are sadly mistaken." The sheer ice from Midnight's words caused the three ponies in the room to recoil not only in fear, but shock at knowing that Midnight had killed many in his time as a human on earth.

"You have killed others?" Shining Armor gulped slightly pulling away.

"I have. Although I regret having to do so, it was an inevitable part of war. I do not enjoy taking life from others. But if it means I can protect those I love and care for, Then I will not think twice before tearing my enemy apart." Midnight's gaze caused the white unicorn to shake in fear before Twilight stepped between the two males.

"Stop it! You will not hurt my brother." Twilight growled at Midnight causing his eyes to widen at the sudden interruption.

"I'm not going to kill him. But I am going to show him the terrors of war when we fight in a few minutes." He said looking back to Shining. "If you are not prepared to deal with war, then what good will you be in the fight to save those you care for? I am offering to teach your fellow ponies how to deal with the stress of war and to protect everything they love. If you can't handle that then I will take over as Captain of the royal guard." Midnight snorted causing the three to gasp in surprise.

"That is my position. You have no right to say that." Shining growled but stopped as Midnight pressed his forehead to his, eyes burning with unknown fury.

"I have the power to move the stars. If I was still human I would say that you were right. But I am an Alicorn now. This world would have perished had it not been for me on several occasion. With power comes responsibility. I am responsible for helping this world remain alive through times of great pain and suffering. You, nor anyone else will stand against me if that time should arise again. Take heed in my words, for the day may rise again to try and destroy all life on this planet. I would like to at least say I tried to save this world by teaching those around me how to better protect themselves. Then I can rest in peace knowing I at least tried."

"Enough you two. Settle this in the arena." Celestia scowled toward them.

"Very well." They both spoke in unison as they exited the room walking side by side to the arena entrance.

"Shining." Midnight began, catching him off guard at how his tone had changed to something much lighter.

"Y-yes?

"You know I love your sister right?" Midnight sighed.

"She has told me that before, and she loves you. Although I don't care much for your type of relationship with her, I can tell you make her happy. But should that ever change and you hurt her, Celestia herself will not be able to hide you from my wrath." He grinned.

"Understood brother." Midnight winked as they exited into the arena together.

"Wait......WHAT?!" He spoke out in shock causing Midnight to chuckle as they arrived at the center of the ring.

"Are the contestants ready?" Luna shouted getting a nod from Midnight and Armor.

"FIGHT!"

The two unicorns began circling as they began to talk.

"What did you mean by brother?" Shining asked giving a confused glare toward Midnight.

"Well, that is what you'll be in a few months." Midnight chuckled causing him to finally catch the hint.

"Have you already asked her?" He spoke rather shocked.

"Not yet. I had planned on doing it in a few weeks from now. I doubt she would say yes after I mop the floor with you." Midnight grinned lowering his posture, his horn glowing brightly.

Shining armor chuckled doing the same. "Bring it! And if you win I'll give you my approval. If not then you have to leave Twilie alone."

The two burst forward headbutting each other, their horns scrapping together in a shower of sparks as Midnight spoke out.

"Even if I loose you still couldn't keep me from Twilight. I would fight for her until my last breath." He laughed as they both shot apart in a blast of light skidding backwards across the arena.

As they began to attack each other a large purple shield lifted from all around the arena enclosing them. The magic that was being used triggered a safety measure spell so that the crowd would not be harmed.

"EAT THIS!" Shining yelled as his horn burst forth with incredible light as beams of magic shot forward at Midnight. He only grinned as his horn burst with a spell of its own.

"Only if you can hit me." He yelled back as he vanished reappearing several paces to the side and closer to Armor causing him to gawk slightly before shooting another beam at him. This kept happening until Midnight was directly in front of him smiling. Armor back peddled just as a hoof found its place across his face knocking him off balance and onto the floor. Midnight stood there looking down at him for a moment until Armor turned, glaring at him his horn lit up brightly as he was enveloped in a purple shield. He bolted toward Midnight expecting to hit him but passed straight through him. He gawked for a moment sliding to the side as the illusion rippled in the air. The fake Midnight walked toward Armor grinning as it wavered in the air.

"What's wrong Shining armor? See a ghost?" He spoke as he came within a few paces of him.

"SHOW YOURSELF COWARD!" Shining yelled out looking away from the illusion.

"Not very smart to look away from an illusion pretty boy." The fake Midnight laughed as he raised a hoof striking Shining once again knocking him to the floor.

"How in Equestria?" Shining spoke out in shock as he got to his hooves again. This time he was not stunned as the shield around him absorbed the hit enough to just put him down.

"Didn't Twilight tell you? I know over five thousand spells. Plus I can cast more than one at a time, and in conjunction with each other." Midnight laughed seeing the horror spread across his face.

"So you're casting an illusion spell and a shield spell at the same time?!" He spoke out as he avoided another hoof as Midnight swung at him.

"Very good. But learning that won't save you from getting your flank handed to you." Midnight smirked as he struck Shining from behind sending him toward the fake Midnight who then bucked him into the air. Another illusion of Midnight appearing and grabbing him and pile driving him into the floor of the arena. He lay there motionless as the shield flickered around him.

Midnight flickered back into reality from his invisible state walking over to the fallen Shining armor. "Ready to give up pretty boy?" He smirked but stopped in shock as Shining flickered like his illusion as he smiled up to him.

"Not exactly." He snickered just as a bolt of magic landed directly into Midnights side blasting him across the arena causing the crowd to roar in applause. Midnight stood up on shaking legs from the blast as he spoke, his horn glowing.

"Not bad kid, seems you were watching each of my fights. Seems you can learn a few things, and that is only going to make this win that much sweeter." He grinned as he cast a sight spell onto his left eye. As soon as the spell started Midnight ducked down to avoid a hoof from an invisible Shining armor as he bucked at him. Within an instant Midnight had grabbed the shocked unicorn spinning him around and into the wall to stun him for just a second then dropped him to the floor as he raised a hoof up bringing it down to finally knock him out.

The crowd fell silent as the hoof stopped within an inch of Shining Armors head. Shining was looking up in horror at Midnight, his hooves extended to try and protect himself. He breathed hard staring at him for a moment until Midnight moved away.

"What are you doing? You could have ended it right there?" Shining shouted at him.

"Defeating you would defeat the purpose of training you. I could break your will to fight by beating you in battle or I can stop and offer you a hoof to a better future for you and all of Equestria by teaching you how to fight. My offer still stands, as a friend and future brother in law, I will offer you one more chance to surrender so that I can teach you and all of the guard how to better protect this world. What is your *ZAAAAAAAAP*"

Midnight was sent reeling across the arena into the far wall bouncing off the protective shield in front of the crowd. He hit the ground smoking from the fiery blast, slowly getting to his hooves.

"Does that answer your question ALICORN!" He shouted back as his horn began to grow brighter.

"THAT'S THE SPIRIT! NEVER GIVE UP! NEVER SURRENDER! You have guts my boy! That is a fine quality in a captain. But also stupid when facing an enemy you know you cannot defeat." Midnight stopped at his own words as he realized he had done the same thing every time the world had come under attack and he face impossible odds only to fall as he defeated the evil that had tried to kill everything. He sighed as he walked forward toward Shining armor, his expression neutral. As he got closer Shining could see it in his eyes. That same passion that he was feeling that very instant. His horn began to dim until it was glowing no more. He rose from his attack position to that of a neutral as he looked Midnight in the eyes.

"I yield." Shining Armor spoke out causing the entire arena to gasp out loud. Luna as well as Twilight and the other three captains appeared in the center of the arena as the two walked toward them.

"Captain? Why did you yield?" Asked Whip as he stared in shock.

Shining armors horn lit up as he cast a spell to amplify his voice as he began to speak to the arena.

"Fellow guard and friends. I have yielded to Midnight for many reasons. But one reason alone is why. He has seen far greater evil than any of us could see. He has dealt with war and death. His experience alone outshines us all and he is willing to teach us to protect not only ourselves, but our loved ones and our home. I for one would like to live until I am old and have grandfoals that I can tell stories to. I want us all to live happily and safely from here on out. If that means I must put aside my pride as a stallion in order to better protect those I love and care for, then so be it." He spoke causing everypony to whisper to one another. That was until the clip clop of hooves against stone was heard. The single pair multiplied and kept going until the entire arena was cheering loudly.

Celestia moved to his side talking into Midnight's ear. "I think you have just gained the respect of the captain and the royal guard my dear. You will have quite the bit of work ahead of you from this moment forward. Are you willing to continue?" She asked pulling back seeing the determination across his face as he nodded.

"Nothing can stop me from protecting this world now." He smiled.