The Gentle Dark

by LightningSword

Chapters

• The Pony in the Woods
• Back in the Saddle
• I'm With My Best Frienemy
• Somepony Put Your Hoof Out
• Taking the Bully By the Horn

The Pony in the Woods

Everfree Forest loomed, tall and daunting, covering the horizon of Equestria, all sight over it prohibited for those without wings.  Twigs snapped as unmentionable things scurried and prowled inside, leaves shook, and the foliage cast shadows in all directions, hiding nearly everything . . .

“Hey! You in there? Go on in!”

Fluttershy was shaken back to reality by Rainbow Dash's voice.  “Hmm?” she replied, still cautious, “Umm, I'm sorry, I . . . . I was just . . . . thinking . . . maybe this isn't a good idea . . .”

“No chickening out now!” Rainbow Dash admonished, “You wanted to learn to be more assertive, so we're not leaving until we do that!”

“But . . .” Fluttershy hesitated, “But . . . maybe we could think of something else . . . something that doesn't involve the . . . Everfree Forest—”

“Look, you've been in there before without any trouble, right? Well, if you wanna be assertive, like me, you have to shake off your fear, even when you don't need to! That means no backing down from a challenge, and this is your challenge! If you can stay in the woods for five minutes, it'll be a good start!”

“Well . . .” Fluttershy couldn't help but hesitate again, “I guess so, but . . . . what if something happens? What if something jumps out at me? What if . . . some horrible creature . . .” she gulped, reluctant to even think about it.

“See? That's your problem!” Dash replied.  “If you lose that way of thinking, you can do a lot more! Just stop thinking the worst of everything and go for it! It's what I'd do! So, what do you say, Fluttershy? In or out?”

Fluttershy took a deep breath and sighed slowly.  She did want to learn to go for what she wanted, and stop being so negative.  Besides, it wouldn't be so hard to stay just inside the forest boundaries for five measly minutes.  Having seen the worst of the forest already, it wouldn't be that hard, even if she had no reason to be there.  Finally, she took another deep breath and answered, “Okay. I'm in.”

“Good!” Rainbow Dash replied, and pushed her head against Fluttershy's rump, sending her into the shrubs, “Remember, all you need is five minutes!”

Fluttershy slowly trotted along the edge of the forest, hoping Rainbow Dash was still there, waiting to help her if she needed it.  She looked around, still certain this was a bad idea, but began to realize the longer she stood there in the darkness of the woods, the more she realized that it wasn't really all that bad.  She still jumped a bit from the occasional snap of a twig or rustle of leaves, but there was no cause for alarm, at least not yet.  In fact, if being assertive and shaking off fear was this easy, Fluttershy was sure Rainbow Dash was right, that it would be worth it when her five minutes was over.

Fluttershy still counted the seconds, though.  Easy or not, Everfree Forest was creepy, and she hoped the rumors of a ghost pony haunting the place were untrue.

“EEEP!” she squeaked when she heard rustling in the foliage behind her.  She turned and peered into the darkness, the sunlight poking through the canopy getting weaker as the forest went on.  Fluttershy theorized for a moment that maybe that's how the forest's irrepressible malice worked.  Maybe it only got scarier as it went on, and the edge of the woods wasn't nearly as frightening as what lie beyond.

And from the sound of the rustling, what lie beyond was now getting closer.  Closer.  And closer . . . .

“EEEEEEEEEE— . . . . . oh! Hello, little squirrel!”

Fluttershy had almost freaked out over a little squirrel.  It scampered quickly out from under a nearby shrub, looked at Fluttershy in acknowledgment, then scurried up into a tree and out of sight.

Fluttershy suddenly felt so silly.  If the only thing she had to worry about was a little squirrel, then this would be as easy as Rainbow Dash said.  Fluttershy started to giggle a bit at how ridiculous she'd been acting.  Silly filly, she scolded herself, There's nothing scary here! And everypony in town thinks this part of the forest is haunted. Why, there's nothing scary here. Only a bunch of trees, a few bushes, some cute little animals, a pair of glowing red eyes, some broken branches—

Wait, what . . . . . . ?

They gave off an infernal reddish glow, and blinked at Fluttershy from a dark corner of the copse she stood under.  The eyes approached her slowly, but Fluttershy could not run—fear kept her rooted to the spot, and all she could feel were her legs buckling underneath her.  When the owner of the wicked orbs finally stepped out from the shrubbery, it showed itself to be a pony, the phantom pony the town always talked about.  Almost nopony ever saw him, and those who claimed to always regretted it.

The mysterious Pegasus, Nocturne, had that effect on ponies.

“Who are you?” Nocturne growled, his voice strangely a bit high for somepony so imposing, “What are you doing in my forest? I don't take kindly to trespassers.”

Fluttershy remained frozen with fear, but her mouth worked hard to explain, “Umm, I—well, I was j-just—I mean, I d-didn't mean—I didn't know anypony was—I-I mean . . . . I'm really sorry?”

The eyes and their owner, Nocturne, came closer, and the red glow seemed to intensify.  The red glow illuminated a blocky, yet soft-cornered snout, curved, pointy ears, and a wild black mane (was that a hat on top? Fluttershy was too frightened to tell).  Nocturne's frame was tall and slender, yet sturdy, and his unusually large wings were folded tightly at his sides.  His sharp eyes stared expectantly at Fluttershy, as if expecting a better explanation than just “I'm sorry”.

“You think you can enter my forest without permission?” Nocturne growled, his eyes burning brighter, “You think you can confront me in my own home without provocation? What gives you the right?! You have no reason to come here! You have no reason not to remain in the city and leave me alone!!”

Now, for just a moment, confusion added considerably to Fluttershy's fear.  Still, Fluttershy's fear won out, and all she could do was stutter in response, Umm . . . I-I . . . I'm really, r-really sorry . . . ?”

“Get out.”

His voice had become so low, it was almost completely unpony, and it sent a chill through Fluttershy's spine.  Whatever reasons Nocturne had for his territoriality, they were unshakable—he was deadly serious.  In fact, he may have been willing to hurt her.

“I said . . .” he growled lower, than picked himself up onto his hind legs, “OOOOOOOOUUUUUUUT!!!”

Once on his hind legs, his wings unfurled, and the sight was terrifying, indeed.  Nocturne's wings were not just unusually large—they were obscenely large.  The complete span looked about twice the length of his body, maybe more, and didn't seem to match the rest of his body.  Nocturne's fur looked grayish (in the shadows, it was hard to tell), but his wings were pitch-black.  They were also not cute and feathery like Fluttershy's or Rainbow Dash's.  They were hideous, curved lengths of bone covered in ugly, scaly black membranes.  They looked like a bat's wings, or a gargoyle's wings, or . . . .

The wings of a full-grown dragon.

Fluttershy's scream pierced the forest with an echo.  Finally able to pry herself away, she burst into tears and raced for the outside.  It didn't matter how long she'd been in there—she had to get out now.

“So, I led her to the woods and said, 'Five minutes, and that's all'. It took awhile, but I really think that forest will toughen her up a little.”  Twilight Sparkle listened intently as Rainbow Dash finished explaining.  The look on the unicorn's face was not a pleased one.

“What were you thinking?!” Twilight lambasted Dash, “If you really wanted to help Fluttershy gain confidence, you should've started her with something easier! The Everfree Forest is too dangerous for her on her own!”

“Oh, what's the problem?” Dash defended herself, despite the looks she got from her other friends; after Fluttershy had gone inside, they had all met up with Rainbow Dash to see how their progress was going.  “She's braved the Everfree Forest lots of times! Besides, I didn't make her do anything I wouldn't have done!” Dash continued, “and that forest would've been a cakewalk for me!”

“That there's the trouble, Rainbow,” Applejack countered, her face stern, the twang in her voice not hiding her concern, “Fluttershy had a reason to be in there ev'ry time, and y'all should know that. Bein' in there for nothin', and that girl can get downright yella-bellied.”

“I'm afraid she's right, darling,” Rarity added, blinking with worry, “especially when there could be something terrible in those woods. The word around town is that this particular part of Everfree Forest is haunted! The stories they tell about this pony, he's said to scare away anything and everything he sees! It must be absolutely dreadful!”

“I don't know about that, Rarity,” Twilight shook her head, “But Fluttershy is way too sensitive to be in there. She shouldn't have been forced to go alone.”

“Oh, come on!” Dash complained, “Five measly minutes! If she can stay in there for five minutes, then there's no big dea—”  She was interrupted by the sound of what seemed to be a scream.

“Ummm . . .” Pinkie Pie jerked her head back and forth to hear better, “Anypony else hear that?”  She suddenly gasped, not without drama, “Maybe Rarity's right! Maybe there is a monster in those woods! We gotta do something! We need nets and traps! We need to save Fluttershy! Who ya gonna call?!”

“Calm down, Pinkie,” Twilight assuaged her, “Like I said, there's no guarantee of something supernatural. But that did sound a little too much like Fluttershy. She might be in big trouble.”

A split-second after Twilight finished speaking, the foliage burst open, and Fluttershy came galloping out, shaking all over and sobbing uncontrollably.  Without even stopping to greet her friends, she continued running all the way for her house.

The other five ponies simply stood and stared, each wondering to some degree or another what could possibly have upset Fluttershy so badly.  If the Everfree Forest was as devoid of the occult as Twilight Sparkle had attested, then what could possibly have frightened poor Fluttershy to tears?

Rainbow Dash was the first to speak, “Four minutes, forty-eight seconds . . . eh, close enough.”

Twilight, Rarity, Pinkie Pie, Rainbow Dash and Applejack followed Fluttershy back to her house.  The door was locked tight, and from inside, Fluttershy's sobs were clearly audible.

“Now, remember, girls,” Twilight said earnestly, “Ease in. We don't want to upset her more. We need to find out what was in those woods without scaring her again.”

Rainbow Dash rolled her eyes, “How is that possible? She can't get any more scared. If it gets worse, how would it be our fault?”

Applejack rounded on her and rebutted her argument, “Think about it, Rainbow. If you saw somethin' in those woods that done scared your mane off and sent you home bawlin', would you want somepony to remind you of it?”

Rainbow Dash seemed to consider this, and relented, “Good point . . .”

With that, Twilight carefully knocked at the front door, and for a few seconds, the knock went unanswered.  Twilight was surprised, though, when the door began to open; even more so when they all saw that Angel, Fluttershy's rabbit friend, had answered.

There was an awkward pause, and Twilight proceeded to speak with a neighborly tone, “Uh, hi, Angel. So, uh, is Fluttershy home?”

Angel wore a coat of sopping-wet white fur and a deeply annoyed expression; he backed up and pointed over his shoulder.  In the back, curled up on a pillow and sobbing, was Fluttershy.

“Oh, dear!” Rarity gasped and raced in, leaving Angel in a daze, “Oh, Fluttershy! What happened to you, darling? Are you quite all right? Oh, this, this vicious, inconsiderate brute! And to make our Fluttershy cry like this! It's just . . . . so very impolite!!”

Applejack was equally concerned, but much more subtle, “How ya feelin', sugarcube?”

Fluttershy slowly picked up her head; her face was still wet with her tears.  “I . . .” she started precariously, “. . . . I was . . . . in the forest . . . . and I saw . . . .” she sniffed, hesitating to reveal her encounter, “. . . I saw him! The phantom pony, Nocturne! He was as scary as the stories say he is! He was awful!!”  Unable to go on, Fluttershy buried her face into her pillow and went back to sobbing.

Twilight sighed and responded calmly, “Now, Fluttershy, I doubt it was a 'phantom pony'. Besides, it couldn't have been that bad. It wouldn't be the first time we've all jumped to conclusions. This could be just like that situation with Zecora. You probably just bothered him, or maybe he was feeling cranky—”

Fluttershy looked up again, still shaking and shedding rivers of tears, “I saw him! He was definitely the monster everypony talks about! He had big, ugly, scary bat wings, and he looked at me with red eyes! He had red eyes! And they glowed! He was mean, and scary, and he yelled at me and I don't even know why! He was so horrible!!”

Fluttershy's face went back into the pillow, and Rarity continue to assuage her, “There, there, darling. You're safe now. That beastly cur won't dare come after you with us around! Why, if you ask me, that inconsiderate cad owes you an apology!”

At Rarity's words, Twilight turned to Rainbow Dash with a glare, “Like somepony else we know.”

Dash looked back at Twilight with genuine confusion, “What? Who?”

“You, silly willy!” Pinkie Pie squealed in her best attempt to be serious, “Fluttershy went into those woods 'cause of you! It's your fault Nocturne scared her away!”

Dash merely scoffed, “Well, how was I supposed to know Nocturne actually existed . . . ?”

“Come on, Rainbow Dash,” Applejack said with soft reproach, “At least say somethin' to ease her mind. She's hurtin' right now.”  She and Pinkie both looked at her expectantly, and Twilight and Rarity eventually gave her the same look.  It was obvious to Dash that they weren't going to let this go.

Rainbow Dash gave a frustrated sigh and walked slowly up to her crying friend.  “Look, Fluttershy,” she began, and Fluttershy looked up from her pillow, “I guess I shouldn't have made you go out there. I really thought you could handle it, but I didn't expect this. So . . . . I'm sor—hey! At least look at me when I'm apologizing!”

Fluttershy seemed to catch something in the corner of her eye, and had turned toward the window.  She ran to it, and gasped when she got a better look, “Oh no! The poor little thing!”

“What is it, Fluttershy?” Twilight asked, and she and the others all followed her to the window.  In the distance, by the border of the woods they had just been at, was a squirrel with its tail caught in a heavy fallen tree branch.

“Hmm,” Twilight muttered, “Well, right now, I guess that's more impor—wait a minute . . .”  She stopped when she and the other girls saw something else.  Slowly emerging from the trees behind the squirrel was what looked like a pair of red orbs.  When they blinked, Twilight knew they were eyes.

“Oh, no!” Fluttershy cried, “Those eyes! It's him! It's Nocturne! He's gonna hurt that little squirrel! We have to help him!”  And without another word, she bolted for the door.

Twilight, Pinkie Pie, Applejack, Rarity and Rainbow Dash followed her out as quickly as they could.  “Fluttershy, wait!” Twilight called after her, “You don't know what you're getting into!”

“She ought to know!” Dash snapped, “This is the same pony that scared her to pieces, and now she's going back! Serves her right!”

“Rainbow Dash!” Rarity admonished, “Have a heart! Who knows what this Nocturne is capable of!”

Fluttershy stayed ahead of the group and kept running for the border to the woods.  “Don't worry, little friend!” she called out with what little remaining courage she could muster, “I won't let him hurt you!”  She was almost at the border when she stopped in her tracks; Nocturne's entire front half was now visible, but still covered by the shadows from the trees, his other half hidden in the bushes.  The shadows covered his silvery-white fur, and Fluttershy saw that there was indeed a white fedora on his head, with a black band around it.  He slowly lowered his head toward the squirrel, the brim of his hat darkening the shadows over the trapped creature.

“NO!” Fluttershy screamed, “Please don't hurt him! Please! He's just a little squirrel! Please don't hurt him!”  But she was too late; Nocturne pressed a hoof down on the branch, opened his mouth, got closer and closer to the squirrel until . . .

He clamped his teeth over a hunk of the branch and pulled, breaking the branch and freeing the squirrel's tail.  Glancing confusedly up at Nocturne, the squirrel finally recovered its senses and scurried away.

Fluttershy was dumbstruck.  She was so sure that squirrel was a goner, but this was the last thing she predicted.  If Nocturne was such a monster, why would he go out of his way to help a squirrel?

Twilight and the others had caught up to Fluttershy by this time, and they all laid their eyes on Nocturne for the first time.  Pinkie Pie gasped loudly, and Applejack merely muttered, “Well, I'll be . . .”

“It's true,” Twilight awed, “He really does exist.”

“Hey, you!” Rainbow Dash bellowed, trying to look and sound tough, “I better never hear about you scaring my friend again, you hear me?!”

Nocturne saw them all and growled, his face the picture of evil that Fluttershy remembered.  His eyes glowing like two red suns, he slowly backed into the woods, obscuring himself until only his fiendish eyes remained visible.  Soon, they too were gone from sight.

Rarity rushed to Fluttershy's side and started fussing again, “Did he hurt you, darling? Oh, please tell us you're all right, Fluttershy!”

Applejack glanced around, “And what in tarnation happened to that squirrel?”

“He . . .” Fluttershy began, still unable to believe it herself, “. . . he saved him.”  The others all gave a collective glance of surprise, but she continued, “He did. I thought he was going to eat him, but . . . . . he helped him . . . .”

“Oh, Fluttershy, dear, you don't know what you're saying!” Rarity insisted, “You've been a part of a traumatic experience and you're not thinking straight!”

“But . . .” Fluttershy mumbled, still a bit shaken, “. . . I saw it . . .”

Twilight stepped in, “It doesn't matter. What's important is that nopony was hurt. Now, if we can get back to the matter at hoof, I think Rainbow Dash had something to say?”

“Ugh,” Dash grumbled, “Seriously? I thought we already did this!”

Fluttershy wasn't really paying attention.  She was still focused on Nocturne's small, yet surprising act of kindness.  It made her think about what this so-called 'phantom pony' was really like, and why he acted the way he did.  It also reminded her of her subconscious thoughts from earlier, when she'd encountered Nocturne herself.  She'd been confused at his words, and had thought for only a second that maybe Nocturne was simply acting out of fear or paranoia, and was only pretending to be scary.  He could be just as scared of them as she was of him.  Coupled with this warmhearted act, Fluttershy couldn't help but think, Maybe Twilight was right. Maybe we're judging him too quickly, like we did with Zecora. Maybe there's something about him that we don't see.

Maybe Nocturne's not such a bad pony after all . . . .

“La, la-la, la-la . . .”

Fluttershy hummed to herself as she cantered leisurely through town the next day.  She carried a basket on her side, and in the basket was a small greeting card, a bowl full of cookies, and a blanket.  Pinkie Pie had helped her bake the cookies, Rarity had picked out the blanket, and she had gotten Spike to write the card.  She had told nopony about her intentions for these items, though.

They were all for Nocturne.

“La, la-la, la-la, la-la, la-la, la, la,” Fluttershy continued to sing delightedly to herself, until she was stopped, “La-la-la—oh, hello, Twilight. What are you up to today?”

Twilight Sparkle stood in Fluttershy's path, a serious look on her face, “Oh, nothing, Fluttershy. Just trying to prevent you from making a big mistake.”

Fluttershy's eyes widened slightly.  She'd been caught.  “Ummm . . .” she tried replying calmly, “Why, Twilight, I have no idea what you're talking about—”

“Save it,” Twilight's serious tone persisted, “You're going to see Nocturne, aren't you?”

Fluttershy gave a small gasp, “Oh dear . . . how did you know?”

“Spike told me everything,” Twilight replied sternly, “You asked him to write a message on a card for him, something about thanking him for rescuing a squirrel. Unless somepony else has been saving squirrels in the last twenty-four hours, it can only be for one pony.”

Looking down guiltily, Fluttershy sighed.  It wouldn't do any good to keep fooling anypony.  It felt dishonest anyway, and Applejack had always said that dishonesty would be found out sooner or later.  “Okay, you're right,” she relented, “It's all for Nocturne.”

“Fluttershy, what are you thinking?” Twilight asked, the concern only growing in her voice, “You've seen what Nocturne is like! He clearly wants nothing to do with you or anypony else! And besides, this isn't like Zecora! Nocturne is dangerous! He only scared you this time, but if you go back there—”

“Twilight, please!” Fluttershy interrupted, then backpedaled a bit, “Oh, I'm sorry, I didn't mean to interrupt, but . . . but I think we might be wrong about Nocturne.”

Twilight sighed as well, exasperated, “Fluttershy, you're my friend, and I care about you. But I can't let you take this risk!”

“Twilight,” Fluttershy's soft voice was resolute, “Nocturne's not a bad pony. He just wants everypony to think he is so we'll leave him alone, I'm sure of it. If he helped that squirrel, he can't be all bad, right?”

Twilight was about to argue, but stopped when she heard this.  Fluttershy seemed like she wouldn't budge on this, and that was a rare moment.  Further, she seemed as though she'd done more thinking about this than Twilight had; in fact, when Twilight herself thought about it, it made some sense.

Twilight finally relented, “All right, fine. But as your friend, I'm going with you to make sure nothing bad happens. I don't trust Nocturne, but if you really think he's not so bad, I'll let you go along with this.”

Fluttershy gave a tiny squeal of joy and hugged her friend, “Oh thank you, Twilight! Like I said, just give him a chance. All he needs is a little kindness, you'll see.”

And so, the two walked together, reaching the edge of Everfree Forest—Nocturne's territory—in little time.  Fluttershy carefully sat the basket down in the grass just outside the wall of trees and shrubs and called out softly, “Umm . . . Nocturne? Yoo-hoo, Nocturne? A-are you there? I . . . I have something for you. I just wan—oh!”  She was interrupted by the sight of a pair of burning red eyes, glowing brightly from within the shadows of the woods.

Twilight crouched defensively, but Fluttershy stopped her.  Slowly, she pushed the basket toward the glowing orbs.  “Um . . .” she began, “I just wanted to give you this. As . . . well, as a thank you. For what you did for that squirrel yesterday.”

The eyes seemed to glance between Fluttershy and Twilight Sparkle, then to the basket.  There was a pause, then the eyes narrowed, and Nocturne's light, yet vicious voice replied, “This is your last warning. Stay away from me and my forest, or else.”

Unwilling to stand and watch anymore, Twilight stepped forward and spoke, “Now wait just a minute! Fluttershy is trying to show you kindness, and this is how you repay her? Who do you think you are?! I'll bet this is the first time anypony has ever been nice to you, you ungrateful, mean-spirited old—”

She didn't get to finish.  Bursting from the shrubs, on either side of the eyes, was a pair of enormous, scaly, ugly black wings.  Accompanying them was another furious growl, “NOW!!”

Twilight and Fluttershy squealed in fright.  “Okay,” Twilight replied, the force in her tone now entirely gone, “Uh . . . have a nice day.”  Both she and Fluttershy then turned around and bolted back to town.

Before leaving, Fluttershy stopped and turned back toward Nocturne, “Umm . . . I-I hope you like the basket.”  With that, she raced away, calling out to her quickly-departing friend, “Twilight, wait for me!”

The two mares had completely gone, so no one was a witness to what happened next: Nocturne stuck his head out of the bushes and sniffed at the basket.  Looking around to see that nopony was nearby, he grabbed the edge with his teeth, and took it with him into the forest.

Twilight and Fluttershy had stopped at the other side of town, exhausted and breathing heavily.  Fluttershy felt awful about not appealing to Nocturne, and Twilight's condemnation made it worse.

Twilight finally caught her breath and continued, “You . . . can't keep doing this to yourself, Fluttershy. I know you're just trying to be neighborly and all, but good or bad, Nocturne doesn't want anything to do with you, or anypony else.”  She stepped up closer, her eyes and voice equal in sincerity, “You need to just let it go, Fluttershy.”

Fluttershy sat in the grass, her wings drooped in depression.  “But . . . I . . .”

“No, no buts,” Twilight shook her head, “If Nocturne wants to be left alone, let him. You can't change his mind, Fluttershy, no matter how much you want to. I know it's hard, but . . .” she hesitated, almost not wanting to believe it herself, at least for Fluttershy's sake, “ . . . he just doesn't want friendship.”

Fluttershy felt her heart ache at this.  Not want friendship?  How could that be?  Her friends were the most important thing in the world to her, how could one go without that feeling of comfort, knowing one had somepony to watch over them?

Twilight sighed, “Look, I need to get back to the library. I'll see you later, okay?”

Fluttershy nodded and bade her leave.  She couldn't help but believe that maybe Twilight was right.  Maybe she should just leave Nocturne alone.  Maybe . . . . some ponies don't want friendship . . .

“No,” Fluttershy said to herself, her own resolution scaring her a bit, “I don't believe that. Maybe some ponies don't want friends, but it never hurts to have them. And once Nocturne knows he has friends, he'll stop trying to be so scary. Then nopony will fear him anymore.”  The nervousness from her own words notwithstanding, Fluttershy felt a bit excited, as well.  This was what Rainbow Dash had been talking about; she need to be more confident and assertive.  This was her chance to do just that.

She just hoped Nocturne wouldn't mind a little “assertive friendship”.

One week later, Fluttershy was back at the edge of Nocturne's part of Everfree Forest.  Her numerous attempts at covertly approaching Nocturne in that time had been unsuccessful, so her efforts were put instead into planning another personal visit.  She was ready for this yesterday, but lost her nerve at the last minute, and gave herself an extra day to get herself together.  Today was the day.  Now was the time.  It was time to see what Nocturne was really like.

“Umm, Nocturne?” she called out, and a few bushes rustled in response; the animals reacted to the noise.  “Umm, Nocturne!” she spoke up, slightly louder, “Hello? Could I talk to you? Please? Pretty please? Pretty please with a che—oh!”  She saw them again.  Those infernal red eyes were back.

The eyes approached, borne on a pony-shaped shadow emerging from the foliage.  The shadow's proximity gave it form, and Nocturne approached slowly, eyes burning.  “How dare you!” he snarled, his teeth glistening in the faint traces of peeking sunlight, “You were warned to stay away! You were warned more than once to stay away! And here you are again! What do I have to do to you to keep you away!?!”

Nocturne spread his horrific wings, and Fluttershy felt fear seize her again.  Unlike before, though, she fought it, and remembered that it was all just a display.  Standing her ground, Fluttershy took a deep breath, and responded firmly, “Nocturne . . . I'm not afraid of you anymore.”

Nocturne froze, his wings slumping slightly.  The glow in his eyes disappeared, and Fluttershy could just barely make out a look of bewilderment, as if his visitor were some kind of alien life form.  There was a long, lingering pause, after which Nocturne's intimidation seemed to regain its footing.  “Big mistake,” he growled, and resumed approaching again, wings spread wide.

Taking another deep breath, Fluttershy stood firm and finally let Nocturne have it, “Now, you listen to me, mister! Just because you have glowing eyes and big scary wings doesn't give you the right to be so mean! I know you just want to be left alone, but the whole town thinks you're a horrible ghost because you keep scaring them! You shouldn't scare ponies to get your way! It's mean, and selfish, and just plain . . . well . . .” she struggled for another word before borrowing one from Rarity,  “. . . impolite! Shame on you!”

Nocturne's partially-covered expression seemed to switch instantly from angry, back to bewildered, and finally to dumbstruck.  He looked as though that were the first time anypony had ever spoken that way to him.  If he had only known what Fluttershy's general demeanor was like . . .

“Umm, I'm sorry,” Fluttershy continued, feeling her meek politeness return, “But . . . it had to be said.”

Still reeling from Fluttershy's sudden impudence, Nocturne was silent for a long time, staring at her as if trying to figure her out.  Finally, his voice was subdued, though still confrontational, “Why are you doing this? What do you want from me?”

Fluttershy took a step closer, and was surprised when Nocturne took one back.  She was right.  He really was afraid.  “I . . . I just want you to know,” she answered, “that you don't have to be scared anymore. Everypony in town is only afraid of you because they don't know who you are. I'll bet if you showed them the real you, you could make some friends, and you won't be so lonely anymore. Don't you want to come out of this dreary old forest once in a while? Don't you want to make some friends?”

Nocturne shook his head, “I don't want them to know me. I don't want them to know who I am or where I am. I don't want friends. I just want to be left alone.”

“But why?” Fluttershy asked, “Why would you choose to be so lonely?”

“It doesn't matter!” Nocturne roared, his wings shaking slightly in aggravation, “What's important is that I'm in here, and they're out there! That's all I need! Why can't you just keep it that way?! All I want is to be left alone! Now, I mean it this time: leave me alone! Turn around, walk out of my forest, and never come back! I don't care who you think I am! I just want you to leave me alo—”

He was cut off.  Fluttershy had stepped forward and enclosed him in a friendly hug.

Fluttershy held him tightly for a few more seconds, during which time, Nocturne noted the bizarreness of this encounter.  His voice was drastically different—awkward, confused, and genuinely incredulous—when he asked, “. . . . . . . . What are you doing?”

Still embracing him, Fluttershy answered serenely, “Sometimes, all a pony needs is a big hug.”

This went on for a few more seconds, then Fluttershy stepped away, looking close into what she could see of Nocturne's eyes.  “You . . .” Nocturne began, struggling to fight his shock, “. . . you hugged me. No . . . no one has ever hugged me before . . .”

Fluttershy kept Nocturne's attention and held him with a concerned glare.  “You're not a bad pony, Nocturne,” she said with sincere compassion, “You've just been lonely for a long time. You'd feel so much better if you had a friend.”

Nocturne didn't speak.  He just sat there in awe, his wings sprawled out on the ground at his sides.  His eyes were wide, and his mouth slightly agape.  The shock was palpable, almost unbearable even for Fluttershy.  What was going on in his mind?  Was a simple hug the only catalyst he needed?  Or was he contemplating how he would make her pay for bothering him for the umpteenth time?

“Umm . . .” Fluttershy tried to speak, despite the weight of the situation, “well, I'll just go now. Please remember what I said, Nocturne. I . . . I hope you feel better.”  Nocturne still didn't respond.  He sat there even as Fluttershy walked out of the forest.  He sat there long after she'd left and well into the night.  He sat there for hours, looking as shocked at Fluttershy's gesture as if it were still happening.

Two days later, Fluttershy relayed the story of her latest encounter with Nocturne to Twilight Sparkle and Applejack at Sweet Apple Acres.  She had been dejected, and needed the comfort of friends—something she hoped she could give to Nocturne, but failed.

“I just don't understand, girls,” Fluttershy said after she finished telling the story, “The closer I get to Nocturne, the more unusual he gets. You know, not 'bad' unusual, but . . . you know what I mean.”

“I tried to tell you, Fluttershy,” Twilight said solemnly, “Nocturne is not to be messed with. Whether he's really good, or really bad, it's best to just let him be.”

Fluttershy sighed, defeated, “Yeah. I guess you're right.”

“Don't you fret none, sugarcube,” Applejack added as she hauled two loaded bushels out of the barn, “I don't blame you none for feelin' down. 'Cause I gotta say, that Nocturne's bad news.”

“I . . .” Fluttershy replied, “I didn't think he was so bad. Really, I didn't.”

“Well, not everyone's a good judge of ponies,” Applejack said matter-of-factly, “But that Nocturne just better remember not to upset you ever again. My Granny Smith always taught us to be civil to your neighbor, but there ain't nothin' civil to be had with that low-down, cowardly, son-of-a-one-eyed—”

“Excuse me?”

The voice was unrecognizable, and all three mares turned toward who spoke.  Promptly, three jaws fell open, almost audibly.  The voice was as gentle and calm as Fluttershy's, but it came from the last pony they expected to see—Nocturne himself.

Fluttershy gasped, amazed at his presence on full display, and couldn't stifle a small grin.  This may have been the first time Nocturne had been outside the forest in his life, for all she knew.  No longer covered by shadow, the girls saw that he was covered by pretty greyish-silver fur.  His black mane was long, coarse, and spiked in front (with dark-bluish streaks unseen in shadow), covered on top by the same pristine white fedora.  His eyes, no longer glowing, were still red, dark, and rich in the irises, and his pupils were vertical slits, but they were otherwise normal pony eyes.  His enormous wings were folded tight at his sides, not nearly as huge as when spread.  Fluttershy could also see his cutie mark: a black crescent moon with an eighth-note symbol hanging from inside the top.

Applejack was the first to react, and took a defensive stance in front of Twilight and Fluttershy, “All right, partner, you done came to the wrong place! If you're the kinda pony they say you are, you'd best keep it to yourself, or so help me, I'll—”

“Please, calm down,” Nocturne replied, holding up two hooves passively, “I mean you no harm.”

Applejack stopped, looking just as shocked as she was seconds ago.  She slowly stood up straight, but her voice remained distrusting, “Well then, what's your business here?”

Nocturne cleared his throat before answering, “I wanted to see if I could barter for some apples. Food is scarce in the forest lately. I'm having trouble getting by. I can't pay you, but I could work for them.”

Applejack took a moment to consider this, and off to one side, Fluttershy and Twilight did the same.  This was almost too much to process; this pony, a frightening menace less than two weeks before, was now calm, polite and diplomatic, as if he'd never been removed from society one way or another.  After a few seconds, Applejack simply grabbed one of her filled bushels and dragged it to him.  “Here, just take it,” she offered, “Compliments of the Apple family.”  The look on her face seemed less about doing a favor and more about getting Nocturne to leave.

Nocturne saw the offer, and replied, “Oh, no, I couldn't do that. Please, let me at least put in a day's work before taking—”

“I insist,” Applejack interrupted, a bit urgently, “Like I said, complimentary. We hope you like 'em.”

Nocturne glanced between the bushel and Applejack's ever-tensing face, looking confused for a moment.  Finally, he seemed to get the picture, and relented, “Okay. I understand.”  He slipped into the bushel's strap and lifted it up, carrying it with him.  “Let me know if you have any open positions,” he said just before turning to leave, “I still want to pay for these.”  When Applejack didn't answer (she was still amazed at Nocturne's courtesy), the stallion turned and began to walk away, but not before looking in the direction of Twilight and Fluttershy.  He looked directly at the Pegasus pony, gave a humble smile and said, “Hello, Fluttershy.”

As he walked away, Applejack continued to stare in confusion.  “Well, how do ya like that?,” she asked, “I guess I ain't all that great a judge of ponies, neither.”

“Amazing,” Twilight added, just as impressed as Applejack, “Fluttershy, are you sure that's actually Nocturne? The same Nocturne that scared you and made you cry? That's him?”

Fluttershy's smile widened, and for the first time in a week, she felt hopeful, almost proud in a strange way (without being too proud, of course).  She looked over at Twilight and supplied her wide grin with a simple reply of, “Yes.”

Later that afternoon, Fluttershy was back at the forest again.  “Umm, Nocturne?” she called gently into the trees, “Umm, can I talk to you for a minute? Please?”  She hoped he was still in a good mood; there were a few things she wanted to know, and she wouldn't feel right if she went on not knowing.

A few seconds went by, and Fluttershy was startled by the sudden response of, “Come in.”  This was extremely unusual; Fluttershy had never been welcomed into the Everfree Forest before.  Tentatively, she stepped in, took a few steps deeper into the woods than she would've liked, and saw him.  Nocturne's back was turned, his wings still folded, and the full bushel of apples leaned against a tree close by.  Nocturne's head slowly turned, and he greeted Fluttershy with a near-whisper, “Just couldn't stay away, could you?”  Instead of being angry and defensive, like before, he was passive, almost melancholy, and he had the faint traces of a smile on his face.

“Umm, I won't keep you,” Fluttershy promised, “but, I just wanted to ask you . . . see, I was surprised to see you at Applejack's today, and, well, I was wondering . . . what made you come out today?”

Nocturne glanced at the bushel and shrugged, “I guess the 'food is scarce' excuse didn't fool you?”  He then sighed and answered, “I thought a lot about what you said a few days ago. About how I scare ponies away just to be left alone.”  He looked back up at Fluttershy, his eyes looking more and more solemn, “You were right about me. You were right about everything.”

Fluttershy felt a pang in her heart.  She may have been right, but it didn't stop her from feeling for him.  “Don't be so hard on yourself, Nocturne,” she consoled him, “Loneliness hurts, and it makes you do things you wouldn't normally do.”

“It's not that simple,” Nocturne replied, “I've been lonely my whole life. My childhood was all pain and isolation. I've had to repress my memories to forget the pain. I can't even remember my true talent . . .”

Fluttershy released a small gasp, “That's . . . that's awful!”

Nocturne nodded and continued, “After I forgot my past, I felt angry that I had to stoop to that level. That everypony I ever knew made me feel bad enough to cast my own life aside, like I meant nothing to them. So I removed myself from the society that never wanted me, and if they ever found me, I . . .” he hesitated, struggling to admit it, “. . . I wanted to make them pay.”

The pain in Fluttershy's heart grew worse; as much as she thought she knew about Nocturne's state of mind, not even she could have predicted the exact circumstances.

“But then you came along,” Nocturne continued, “I had never had somepony approach me the way you did. You were the first pony I'd ever met that didn't treat me like a monster.”  He hesitated again, looking truly guilty, “More reason for you to be right about me. I should be ashamed of myself. After what I saw in your face the day we met, when I scared you away . . . I saw somepony scared, terrorized, in pain, like I was . . . . I saw myself in your eyes, Fluttershy.”

Nocturne had turned around by this time, but still couldn't bring himself to face his former victim, “I saw the scared little foal I used to be, and I also saw the beast I had become.”  He closed his eyes tightly, “And the way you kept coming back to appeal to me after the way I treated you . . . you showed me compassion for the first time in my life, and I threw it in your face . . . I'm sorry I scared you, Fluttershy. And I didn't mean to make you cry . . .”  He finally looked up at her, and even under the shadow of the forest, Fluttershy could see that Nocturne was crying.

“Please forgive me . . .”

Nocturne blinked, letting the tears fall from his crimson eyes.  The guilt seemed too much for him to bear, and his head sank back down, eyes pointed at the grass beneath him.  The longer he stood there, the longer he sobbed, shuddering with the weight of his own sadness.

Until he felt a feathery wing touch him.

Fluttershy had walked up next to him and draped a wing over him; this did the trick, and he stopped crying almost immediately.  Looking over through tear-soaked eyes, he saw Fluttershy smiling at him.

“There's nothing to forgive, Nocturne,” Fluttershy soothed, “We're friends now. That's all that matters.”

Nocturne let the last of his tears fall into the grass, and he smiled, the first true smile he'd had in years.

From a few feet away, hiding behind a tree, Twilight Sparkle observed the whole scene without being spotted.  She had only followed Fluttershy to the forest out of worry; this strange obsession with Nocturne was getting stranger by the minute, especially after his unexpected appearance at Applejack's farm.  Now, she could hardly believe her eyes: Nocturne, the so-called 'phantom pony' of Everfree Forest, in tears?  It was far more unbelievable than seeing Nocturne in the flesh earlier that day.  And yet, somehow, it made sense; everything about Nocturne that had ever been said may have been wrong, and everything Fluttershy had said about him was right.

She did it, Twilight thought with just a touch of pride in her friend, She tamed him. I guess I should know better by now than to underestimate Fluttershy.

Dear Princess Celestia,

I learned quite a lot from my friend Fluttershy recently.  I learned that when somepony needs you, even if they don't say they do, or even think they do, you should never turn your back on them. In fact, their insistence to the contrary may just be the biggest sign that they need you.  Also, you should be strong, fight your fears, and never give up on a friend, no matter how hopeless their situation may be.

I also learned quite a bit from the pony I'd never even met.  Fluttershy's new friend, Nocturne, has taught me that fear takes many forms.  Fear of the pain of being different can lead to anger at the ponies who have distanced themselves from you.  It can even lead to a need to get back at those who've wronged you.  But any way it goes, it's still just fear, and nothing quells fear like knowing there's somepony there for you.

Finally, I've learned that not everypony truly is the way they present themselves to be.  Emotions are easy to hide, but hard to lose, and what goes on in a pony's mind isn't always out in the open.  For those who hide their pain, it's best to treat them with compassion; they're fighting a battle we may never see.

I'll be sure to update you on how Nocturne's situation is going.  I think we can expect great progress from him, and I'm sure it will be good for all of us.

Your faithful student,

Twilight Sparkle

Back in the Saddle

Fluttershy cantered down the street in Ponyville, a sweet smile on her face.  All around her, whispers, strange looks and pointed hooves came and went without end, but she didn't care in the slightest.  She wouldn't have had a lot of confidence to deal with it herself, but for her friend—the pony that these whispers and looks were aimed at—she had enough confidence for them both.

Behind her, glancing at the ponies whispering around him, was the 'phantom pony', Nocturne.

Nocturne had grown more and more nervous as he walked with Fluttershy, slowly realizing that this may have been a bad idea.  “I don't think I can do this, Fluttershy,” he mumbled, unable to keep his eyes from cautiously wandering, “I think the locals are getting agitated.”

“Now, don't you worry, Nocturne,” Fluttershy replied calmly, “We'll have you back in the community in no time. I promise.”

Nocturne eyes continued to shift, and each pony they saw looked just as nervous as he was.  “I don't think it's gonna be that easy,” he worried, “I know I asked you to help me ease my way back into society, but you have to remember, this is the same town that shunned me in the first place, and it wasn't exactly a friendly time.”

“Relax, Nocturne,” Fluttershy's reassurance was steady, “Things have changed since you were a foal. Ponyville is full of the nicest, friendliest ponies you'll ever meet.”

The whispers got worse, leading Nocturne to doubt his friend's words, “I wish I had some proof of that . . .”

“HI, FLUTTERSHY!!”

Nocturne recoiled when he heard it; a few seconds later, he immediately regretted his wish.  He'd heard Fluttershy talk about her hyperactive friend Pinkie Pie, and had hoped to make minimal contact with her.  This was obviously not going to happen.

“So, is he here yet, huh? Is he here?!” Pinkie asked excitedly, bouncing up and down, “You've been talking about your new friend for days, and I wanna meet him! Can I meet him? Huh? Huh? Pleeeeeeeease?!”  She then glanced over Fluttershy's shoulder, saw a very tense Nocturne behind her, and squealed, “EEEEEEE! You're Fluttershy's new friend, aren't you? The ghost pony hiding in the woods, huh? Fluttershy's been talking about you for days! Oops! Hee-hee! I already said that! Oh, I've been wanting to meet you!! It's always nice to make new friends! I wanna know everything about you! What's your favorite color? Your favorite food? Your favorite way to floss a toothless alligator? I love to throw parties for new friends, so I gotta know as much as I can before we can BOOGIE!!”

The more she spoke, the closer she got, and the farther back Nocturne had to back up.  As Pinkie waited for an answer, Nocturne's neck was craned backwards so far, the back of his hat barely touched the grass behind him.

He visibly struggled for words for a good few seconds, unable to see anything but Pinkie Pie's wildly grinning face, “Uhhh . . . if I ignore it, will it go away?”

Fluttershy chuckled, “Oh, Nocturne. That's just Pinkie. Like I told you, she's kind of . . . eager.”  She then addressed the excitable mare, “Pinkie, this is Nocturne. He's asked me to help him get himself back into our community.”  She went to Nocturne next, “Nocturne, meet my friend Pinkie Pie.”

Nocturne stood up straight as Pinkie backed up a bit, but was still less than enthusiastic, “Oh, lord, must I?”

Fluttershy frowned slightly, “Now, now. Be nice, Nocturne.”  She gave him a gentle push in Pinkie's direction.  Pinkie Pie could only shake eagerly where she sat.

Sighing, Nocturne, rubbed the back of his neck with one hoof and consciously avoided eye contact, “. . . . Charmed, I'm sure . . .”  He then felt his breath squeezed from his body when Pinkie reached out and crushed him in a hug without warning.

“YAAAAAAAY!! New friend, new friend, new friend!” she celebrated, dancing in place on her hind legs and taking Nocturne with her.  She dropped him after a few moments and gasped deeply, “I gotta get everything ready for the party! Nocturne theme! Shadows and scary trees and stuff! And we'll all come in costume! It'll be so scary and fun! Oh, and be sure to come early, Nocturne, so you can pick out the floss!”  And with that, Pinkie Pie hopped away, singing loudly in an off-tune voice, “Nocturne party! Nocturne party! We'll turn hearty at the Nocturne party!”

Nocturne dusted himself off from where Pinkie dropped him.  He stared in disbelief at the living, breathing ball of pink energy that had just left their midst, “. . . . . Floss?”

Fluttershy slowly shook her head, “That's just Pinkie being Pinkie, I guess.”

“How can you possibly be friends with her?” Nocturne asked, puzzled, “You're nothing alike at all.”

“Well, it doesn't really work that way, Nocturne,” Fluttershy answered, “It's not our similarities that bring us together. It's what makes us different, and how we appreciate that about each other.”

Nocturne frowned, still confused, “If you two have any similarities, I'd be hard-pressed to see them.”

“Hey, Fluttershy! What was Pinkie Pie yelling about just now?”

The voice came from above, and Nocturne and Fluttershy looked up to greet it.  Nocturne recognized the owner of the voice, and put a name with Fluttershy's descriptions of her friends: Rainbow Dash.

The Pegasus in the sky was pushing a group of clouds along, scattering them hither and tither across the sky.  She glanced at Fluttershy's companion, did a double-take, then suddenly looked angry, “YOU!”  She dove back to the ground in a flash and marched up to Nocturne belligerently, “You came to the wrong neighborhood, pal! If you got some score to settle, you'd better take it up with me! You don't mess with my friends without being prepared to tangle with the toughest Pegasus to come outta Cloudsdale—”

“Rainbow Dash, please!” Fluttershy begged, stepping between Nocturne and Dash before anything could get worse.  “Don't hurt him. He's . . . he's my friend.”

Dash froze where she stood, unable to believe what just came out of Fluttershy's mouth.  “Uhh, Fluttershy?” she asked tentatively, “Has Discord been messing with your head again?”

“I'm serious, Rainbow Dash,” Fluttershy asserted, then withdrew a bit, “Um, you know, sort of. But, Nocturne isn't here to start trouble, honest. I'm just showing him around, introducing him to some friends, that's all.”

Dash glanced between her fellow Pegasi, as puzzled as Nocturne was moments earlier.  She then returned her acrimonious glare to Nocturne, “That true?”

Nocturne simply nodded.  He could feel an overpowering sense of irony in the fact that he was quite frightened of what Rainbow Dash was willing to do to him if it wasn't true.

Dash's acidic eyes bored deeper into Nocturne for a little longer, but she made no effort to follow through with her threats.  “All right,” she said, not entirely satisfied, “I'm only backing off now 'cause Fluttershy asked. But I've got my eye on you, Dracula!”  She pointed to her own eyes with a hoof, then pointed at Nocturne's eyes with the same hoof.  Keeping her gaze on him as long as possible, she slowly backed up, until at last, she turned and took to the sky, back to work shuffling clouds through the stratosphere.

Nocturne gave a relieved sigh, feeling a bit pressured to ask, “She's not the welcome wagon, is she?”

“It's okay, Nocturne,” Fluttershy composed him, “It'll just take some time for her to trust you, that's all. Come on, we haven't met all my friends just yet.”

By now, the whispers had become full, unabashed talking; the gossip was worsening.  Nocturne retracted into himself a bit and replied gruffly, “Oh, sure. There must be somepony I haven't gotten off on the wrong hoof with yet.”

“Now, Nocturne,” Fluttershy gently admonished, “Just give them a chance. They'll warm up to you soon. Now, let's see . . . Pinkie Pie . . . Rainbow Dash . . . and you met Applejack the other day . . . I know! Let's go see Rarity!”

As she started walking again, Nocturne followed reluctantly, “I have a bad feeling about this.”

“Don't worry, Nocturne,” Fluttershy answered, “I think you'll like Rarity. She's pretty and smart, and she's really nice. And I think she'll like you, too.”

“WHAAAAAAAAAAAAAAAAT!?!”

Fluttershy shook a bit, nervously, as Rarity paced back and forth around her boutique.  Evidently, the news of Nocturne's impending visit was a bit too much for her to bear.

“Fluttershy, how could you?!” Rarity raved, “You actually brought that . . . that, that . . . heathen to my store?! And to think you actually want me to let him in?! Absolutely not! Completely out of the question! I simply will not allow it!!”

“But . . .” Fluttershy began softly, her emotions rattled fit to break, “But, Rarity . . . please give him a chance . . . Nocturne just wants to make friends—”

“Well, I'm sure Pinkie Pie and Twilight Sparkle can accommodate him!” Rarity huffed, turning away in an almost snobbish manner, “Now go out there and tell the brute that I will not be entertaining today!”

Fluttershy crept around to face Rarity directly.  “Please, Rarity,” she repeated, almost whispering it, “Nocturne's not a bad pony. He's just . . . misunderstood. Give him a chance. Please? For me?”  She widened her eyes, which had suddenly become a tad misty.

Rarity glanced at Fluttershy's pleading stare, and it seemed to soften her.  “Oooh,” she groaned, “It's just so difficult to say 'no' to you sometimes, darling. All right, let the creature in. But mark my words, if I get so much as a hint of funny business—”

“Oh, don't you worry, Rarity,” Fluttershy promised, hugging her Unicorn friend, “Nocturne won't be any trouble at all. Just wait and see.”  She then walked back to the entrance, opened the door, and spoke in a calmly coaxing manner, “Nocturne. It's okay. Rarity says you can come in. Come on, now. Don't be shy.”  Fluttershy backed away from the open door, and a pony began to ease in—only one red eye, a lock of black mane and the brim of a white hat were visible.  The eye looked up, down and around the inside of the store before its owner brought himself in the rest of the way.  The bat-winged stallion looked around nervously until his gaze settled on Rarity.

“Uhh . . . hi,” he said timidly, not unlike Fluttershy herself, “You must be Rarity. Fluttershy's told me so much about you.”

Rarity was silent for a few seconds as she took in Nocturne's presence.  The silence grew to an awkward level before Rarity finally spoke to her friend, “Fluttershy . . . for shame, darling, for shame.”

Fluttershy blushed and looked at the ground, “Oh! I'm sorry, but . . . well . . . what did I do, exactly?”

Rarity then stepped up close to Nocturne, staring deep into his eyes, “You never told me how devastatingly handsome this stallion is!”

Nocturne was so shocked by this statement that all he could offer was, “. . . . . What?”

“Why, of course!” Rarity went on, her eyes sparkling, “I mean, look at you, darling! This shimmering silvery coat! All that gorgeous black mane! That lovely slim body! Oh, the mares must positively drool over you! And here I was, expecting you to look like some sort of demon! Oh, how could I have ever judged a pony as good-looking as you to be anything they say you are—”  She stopped for a moment, suddenly remembering Prince Blueblood, “. . . . . oh, never mind.”

“So,” Fluttershy smiled a bit, “You think you two could get along?”

“Oh, more than that, darling!” Rarity replied excitedly, “Oh, Nocturne, dear, you simply must model for me! I've got so many ideas for a clothing line for colts, and you would be absolutely perfect for them! We can find something to bring out your eyes, maybe a little something to accentuate the silver in your fur, oh, and of course we'd have to get rid of this gaudy thing—”

“Stop!” Nocturne panicked; he saw Rarity going for his fedora, and he threw his front hooves over it, as if protecting it, “I'd rather you didn't touch my hat.”

Rarity seemed put off by Nocturne's sudden deprecation, but shrugged it away, “Oh, darling, don't be silly. There are plenty of other lovely chapeaus to choose from. Now, let's just get this off—”

“Touch my hat again and I'll bite your hoof off.”

Another long, awkward pause settled in, making all three ponies uncomfortable.  Rarity took a step back, pulling her hoof away as if Nocturne would make good on that promise.  Fluttershy released a small gasp, and Nocturne cringed—a sure sign of instant regret.

“Ouuuuhhh,” he moaned, “I said that out loud, didn't I?”  When both mares nodded, their expressions unchanging, Nocturne recoiled, “Uhhh . . . sorry . . . . . . . . . that's actually really nice, does it come in black?” he suddenly asked, pointing to some random material on a random rack.

The silence dragged on.

“Oooooookay,” Nocturne muttered, “I'll . . . . I'll just go now . . .”  He opened the front door with his back hoof and slipped backwards out of it.  “Ummm . . . nice meeting you,” were his last words, a sheepish attempt to reclaim friendliness, before he bolted out of the door.

Rarity still stood in shock of Nocturne's embarrassing slip-up.  Wanting to quell the awkwardness, Fluttershy spoke up, “Umm, sorry, Rarity . . . I guess Nocturne still needs work on his pony skills . . .”

Fluttershy had declared the Ponyville library as their next stop.  All around town, the gossip only seemed to strengthen; it went so far, little foals would run to their parents if they so much as caught a glimpse of Nocturne.  He could easily hear each and every word spoken about him:

“Is that the phantom pony?”

“What is he doing here?”

“Don't you remember? He used to live around here.”

“What's with the hat?”

“We don't need his kind around here.”

“We need to keep him away from the children.”

“Good heavens, those wings . . .”

Once they'd finally reached the library, Nocturne felt discouragement settle in again.  “Fluttershy, it's getting worse,” he said earnestly, “I really don't think I should stick around much longer.”

Fluttershy turned to him before knocking on the door, “I know it's hard, Nocturne, but don't feel bad. If anyone can see you for the pony you really are, Twilight can.”

Nocturne remembered the name, and his expectations took a dark turn, “That's not the same Twilight that told me off when you came to give me that basket, is she?”

Fluttershy seemed to remember this, along with Twilight's earlier attitude toward Nocturne, and looked a bit worried herself.  “Umm, well . . . yes,” she admitted, “But I've had some time to talk about you to her, and she doesn't think that way about you anymore. At least, she won't when she meets you, I know it.”  She turned back to the door and knocked, and a few seconds later, the door was answered, but not by Twilight.

“Oh, hey, Fluttershy,” the little dragon greeted her cheerfully, “Need something?”

This took Nocturne by surprise; he'd heard Fluttershy talk about this baby dragon before, but he'd never seen one himself until today.  “Fascinating,” he mumbled to himself; things had at least gotten a bit interesting, even if his attempts at familiarity had ended in failure.

“Hello, Spike,” Fluttershy replied, “We just came to visit you and Twilight for a bit. May we come in?”

Spike seemed to notice Nocturne standing behind Fluttershy, and was instantly ill-at-ease.  “Uhh, sure,” he said with trepidation, “Come on in.”  When the two Pegasi walked in, Spike sized up the newcomer with a scrutinizing eye.  “So,” he began, somewhat imperiously, “You're the guy hiding in the woods, huh? That 'phantom pony' they all talk about?”

Almost feeling as though he were being grilled, Nocturne kept his cool and answered, “Well, yeah. But if it's all the same, I'd prefer 'Nocturne'.”

The little dragon kept his eye on Nocturne for a while.  “The name's Spike,” he introduced himself, rather brazenly, “They say you scare ponies a lot. Well, being a dragon, I would know a thing or two about that, myself, us being such intimidating creatures, and all. So, you just mind your manners, and we'll get along just fine. Otherwise,” his gaze turned into a cocky leer, “I'll have to spook ya.”

Finding himself amused rather than intimidated, Nocturne felt a rare streak of mischief, and lowered his face closer to Spike's.  “You mean like this?” he asked, and for just a split-second, he gave a low, throaty growl, and his red eyes glowed like burning suns, just as they did in the woods.

Spike yelped and rushed to hide behind a stack of books.  He peeked out from behind the stack and replied, “Y-y-yeah. L-like that. S-s-so you just b-behave yourself, g-got it?”

Nocturne snickered a bit, but Fluttershy's attitude was the opposite.  “Nocturne,” she reproached him, “That wasn't very nice.”

“Oh, Spike! You have the checklists ready?” came a voice from the side staircase.  Fluttershy and Nocturne looked up, and Nocturne recognized the mare it belonged to: Fluttershy's friend, Twilight.

“Oh, hi, Fluttershy!” she greeted happily as she came down, “What brings you he—” she cut herself off when she got a good look at Fluttershy's company.  “Nocturne,” she said with far less luster, “It's you.”

Nocturne understood her lack of zeal—she did, after all, have some choice words for him days earlier.  Staying as genial as possible, he greeted her with a smile, “Twilight Sparkle, I presume?”

Twilight was on the ground floor by this time, and she stayed as cautious in her reply as Rainbow Dash and Applejack had before her, “You presume correctly. What are you doing here?”

“Umm, I can answer that,” Fluttershy stepped in, “Umm, if you don't mind, that is . . . umm, Nocturne asked me to help him work his way back into Ponyville. I thought we could start by meeting you and all my friends. I guess he's sort of learning about friendship, too. Hey, know what? That sort of makes you two alike in a way . . . umm, well, sort of . . .”

Twilight took a moment to reflect, “Hmmm . . . well, I did mention him in my last letter to the princess.”  She then turned to Nocturne, “Are you sure you want to go through with this? No tricks, no games or anything like that?”

“Yes, I'm sure,” Nocturne confirmed, then caught something interesting Twilight had said, “Wait . . . princess? As in 'Celestia'?”

“Yes,” Twilight confirmed, “I'm on assignment here in Ponyville at her behest, learning about friendship. So I guess we are a lot alike.”

“Wait, hang on,” Nocturne replied, the surprise getting to him, “So, you mean to say that you're Princess Celestia's protege?”

Twilight looked a bit modest in her reply, but her carried a hint of pride, “Well . . . actually, yes.”

“That's amazing!” Nocturne answered, all the more stunned, “You must be really brilliant! Oh! What's she like? The princess? I've never even really seen her before.”

Twilight blushed a bit at Nocturne's praise before answering, “Well . . . she's very wise and beautiful, and she carries herself like royalty. But she's also surprisingly down-to-earth. Very easy to talk to. In fact, a lot of the time, if you didn't already know she was a princess, you'd never know the difference.”  Her eyes widened a bit, as if inspired, “Hey, would you like to meet her? Now that she knows about you, I'm sure she'd like to get to know you personally.”

Nocturne's eyes widened, as well, “Oh, I couldn't. I mean, I'm just now planting my roots back in town, I'm not ready to meet a princess. Besides, I'm sure she wouldn't be interested in me—uh, meeting me, that is—I mean, I'm nopony. You report directly to her, so I shouldn't even really be talking to you.”

Twilight looked just as surprised at Nocturne as he was of her.  Fluttershy was definitely right about him; whoever that pony was in the woods, this certainly wasn't him.  He definitely had taken the chance to be different, somepony more than he used to be.

“Okay then, how's this for an idea,” Twilight suggested with a smile, “You seem like the private type, Nocturne. Why don't you tell me all the things you've learned about friendship whenever you can, and I'll write to her for you? I could be your liaison with the princess! Sound good?”

“Really?” Nocturne asked, “You'd do that? But, suppose Princess Celestia wants proof that I'm saying what you say I'm saying? I mean, if you say I say I'm learning, and you're learning what I say I'm learning, how will she learn what I'm saying if she doesn't say you're saying what I say I'm learning, and she says I'm not learning anything at all?”

There was a pause, almost as awkward as Nocturne's visit to Rarity, which was broken by Spike, “Yeah, run that by me one more time?”

“I understand your concerns, Nocturne,” Twilight answered him, “I can assure you, Princess Celestia will hold you to your word. But if you really feel like it's not enough, then here's what we'll do.”  She walked over to one of the library's enormous shelves, and her horn began to glow.  At the same time, one of the books from the middle of the shelf glowed with the same light, and removed itself from the shelf of its own accord.  It floated down until it was eye-level, and hovered along with Twilight as she returned with it.  “Here, take this book with you,” she offered, magically moving the book and stopping it in front of Nocturne.  She opened the book with the same magic, showing that it was blank.

“Umm, Twilight?” Fluttershy asked, “Umm, could I ask why that book has no words in it?”

“Because,” Twilight responded, “The writer of this book is standing in this room, right now.”

Nocturne looked up and down, left-to-right, and finally took a guess, “. . . . Spike?”

“No, silly!” Twilight chuckled, “You! When you've learned something about friendship, use this journal to keep track of all the things you've learned. If it syncs up with what I put in my letters, the princess and I will know. Sound like a plan to you?”

Nocturne reached out and held out his hooves, and the book gently fell onto them.  “Wow,” he said, examining the gift he'd been given, “So, this is mine to keep? That's . . . that's really nice of you . . . Oh, I forgot to say,” he continued, “About what happened the other day. You know, when Fluttershy came by with the basket? I want to apologi—”

Twilight held up a hoof to stop him, “Don't worry about it. Just report to me whenever you've learned something important—but only when you have something, okay? I learned that one the hard way.”

On the way to Applejack's farm, Fluttershy was at her happiest.  “I'm so proud of you, Nocturne,” she said sweetly, “You're really getting the hang of talking to ponies.”

Once again surrounded by the rumors and gossip, Nocturne could hardly focus on what she said.  “Yeah, I guess so,” he said in a lackluster tone, “I just hope I can start over again with Applejack. I may just have to depend on her for a job until I can remember my talent.”

Fluttershy sighed, “That's so sad, Nocturne. I can't imagine what that must feel like. But my friends and I can help you find out what you're meant for. We'll be there for you, no matter what.”

Nocturne looked over at her, touched by her words, “Thank you, Fluttershy. It won't be so bad if I have a pony like you to help me.”  The pair stopped when they saw a young foal in the middle of the road.  He looked very young, probably fresh into grade school; he was tan with scant traces of brown mane and no cutie mark where there would be one on an older pony.

He looked up at Nocturne with curious eyes and waved a hoof to him, “Hi, mister.”

Nocturne and Fluttershy glanced at one another, then Nocturne felt politeness urge him to answer the boy, “Uhhh . . . hi, there, little buddy.”

Nocturne's mouth was closed for only a second before another pony stepped between him and the child.  She looked like the foal's mother; she crouched low in front of her child, stared at Nocturne with contempt and shouted, “Stay away from my baby, you monster!”

This seemed to be the final straw for the crowd; they were done talking behind Nocturne's back.

“What's going on?”

“It's the phantom pony!”

“What's he doing to that kid?!”

“I knew we shouldn't have let him back into town!”

“We don't want you here, you beast!”

“Go back to the woods, freak!”

The crowds churned and boiled with rage and increasing numbers.  They converged on Nocturne as if to corner him somehow.  Nocturne looked from one closed-off end of the road to the other, then on the sides of the street.  He was prepared for a little confrontation, but nothing like this.

“Get out of our town!”

“You're not scaring anyone here ever again!”

“STOOOOOOOOOOOOOOOOP!!!”

The whole crowd was silenced, and everyone turned to see who had screamed, even Nocturne.  It was Fluttershy; she was shaking all over, and her eyes overflowed with tears.

“Why are you all doing this?” she asked desperately, “Why are you all treating my friend so badly? He's not the pony you think he is! Don't you understand? He's different now! He just wants friendship! Why can't you give him a chance?! Why . . . . ?”  It was too much for her to bear.  Fluttershy turned around and ran down the street, toward the edge of the crowd, sobbing.  Just as the crowd parted for her, she bumped into just the ponies she needed: Twilight, Pinkie, Rainbow Dash, Rarity and Applejack.

As Fluttershy hugged Applejack and cried, Rarity stepped forward, “Oh, Fluttershy! What's wrong, dear? What's happened to you?”

“It was Nocturne, wasn't it?!” Dash exclaimed, “He scared you again, didn't he?! That monster, he'll pay for this!”

“Whoa, there, Rainbow,” Applejack stopped Dash with a hoof, using the other to rub Fluttershy's back, “Nocturne ain't the one you're lookin' for. I came inta town to check on a plow repair, and I saw the whole thing. There's plenty of monsters 'round here, but Nocturne sure's heck ain't one of 'em!”

Nocturne saw Fluttershy reach out to her friends for consolation.  Seeing her cry made him feel such pain, worse than when he'd been the cause of it himself.  It crushed him inside, almost brought him to his knees, and for a moment, there was a feeling deep in his mind that he couldn't explain.  It was hard to describe, even; it felt strange, familiar, recognizable . . . like . . . . . something that could be described as . . . . .

Clarity?

. . . . . . . . . . Being pushed around on the playground at school.

Losing his hat, which for some reason or another, meant the whole world to him.

Being laughed at for being the last 'blank flank' in his class.

Studying so many subjects so hard, not just to get his cutie mark, but to have abilities worth loving.

Never knowing what happened to his mother and father . . . . . . . . . .

Nocturne felt a massive headache coming on for a moment, and he dropped to his knees and cried out in pain.  Then, as quickly as it had come, it went away, and it seemed to leave something behind.  Memories.  Memories of his childhood.  A past he'd left behind to dull the pain of growing up alone.

The pain slowly gave way to anger—anger not for his own pain, but for Fluttershy's—and he rounded on the entire crowd, “What is wrong with you?! What kind of animals are you?! You know Fluttershy far better than you know me, and you still stepped on her feelings right along with mine!! No satisfaction you're getting right now is worth this!!”

The crowd went on being silent, but now, they went on looking at Nocturne not as some kind of monster, but as some kind of heretic.  They were shocked not only at Nocturne's blasphemy, but at the lengths he'd gone to defend another pony.

“You all came here today to make sure somepony knew I wasn't wanted!” Nocturne continued, “You all wanted me gone, and you made sure your opinions were known! And you didn't give a buck whose feelings were involved! You wanted to make somepony suffer.”  He then pointed a hoof at his sobbing Pegasus friend, “And there you have it! You got what you wanted! I hope you're happy.”  And with that, he walked off in the other direction, scaring the crowd into parting by igniting the fiery glow in his eyes.

When the road was clear, Nocturne made two steps when he was stopped.  A burst of sparkles went off in front of him, and from it, Twilight Sparkle appeared out of thin air.  “And where do you think you're going?” she asked him, narrowing her eyes.

Nocturne sighed and looked down dejectedly before walking past her, “Please, just leave me alone.”

“Don't give me that tough-guy aloofness facade,” Twilight called out to him, “You know where you have to be right now.”

Nocturne groaned as he stopped, “Twilight, if I stay, I'll just make things worse, and you know it! I should have been prepared for it before I let Fluttershy drag me back into this town, and now she's paying for it! What kind of friend does that make me?”

“What kind of friend does it make you if you leave now?” Twilight retorted, walking up to him and pressing a hoof to his chest, “You wanna learn about friendship? Rule number one: never, ever turn your back on your friends. Especially when they need you.”

Nocturne sighed again and glanced at Fluttershy, she was still sniffling and being comforted by Rarity, Pinkie, Dash and Applejack.  “She has plenty of friends,” he argued, “What does she need me for?”

“You really don't get it, do you?” Twilight asked roughly, “That's not the point! She stood up for you! And when Fluttershy stands up for you the way she did just now, she means it, with all her heart. You're her friend now, Nocturne. The least you could do is return the favor.”

Nocturne glanced back over to Fluttershy and her friends.  After a while, the crowds were beginning to disperse, but she was still recovering from her emotional collapse.  Heaving another deep sigh, he glanced at Twilight and spoke to her one more time before walking away, “Warn me next time. I didn't know you could teleport.”

At the other side of the road, Fluttershy continued to sniff, but her tears had slowed, and her breathing was normal.  All around her, Pinkie, Dash, Applejack and Rarity continued to console her.

“There, there, sugarcube,” Applejack soothed, releasing her, “Just settle down, now. You oughta be proud of yourself, tellin' off that crowd like ya did. That was real brave of you, hon.”

“Come on, cheer up, Teary McSobbykins!” Pinkie giggled.  She took a step back, and proceeded to pull her face apart, shake her mane back and forth, and bounce up and down making goofy noises like a madpony.  When this failed to cheer Fluttershy up, Pinkie herself looked dejected, “Aw, nothing? Really? Oh, now I'm starting to get sad . . .”

“Please don't cry.”

Fluttershy looked up and saw Nocturne looking worriedly into her eyes.  She was surprised that he was still here; she thought she'd heard him storm off.  Still, the fact that he'd stayed after all made her feel a little better.

“But . . .” she began, still fighting off her shuddering sobs, “But . . . those . . . terrible things they said about you . . . . it's . . . it's not fair . . .”

“Shhh,” Nocturne assuaged her, “Listen. I gave up believing what they thought about me a long time ago. I was only worried today because I thought something like this might happen. I never wanted you to get hurt trying to help me. But you know something? I'm glad you tried. And I'm glad to have you there for me. Even if you were the only decent pony in this whole town, I wouldn't care. I'd be lucky that you reached out to me.”

Fluttershy smiled through the remnants of her tears, and she threw herself into Nocturne, hugging him.  And for the first time since they'd met, Nocturne returned the hug.  Even though the memories he'd gotten back were filled with misery, he was still glad to have them back; it gave him hope that he could possibly remember more, better memories someday.  And knowing that Fluttershy would be there for him all the while made the misery evaporate.

It really was that much better to have friends.

Fluttershy and Nocturne parted, and the stallion cleared his throat, “So . . . what are we standing around here for? We have a party to get to.”

Pinkie gasped excitedly, “Really? Does that mean . . . ?”  When Nocturne nodded, Pinkie squealed joyously and jumped on him, squeezing him in another tight, inescapable hug.  “WHEEEE!!” she sang out in delight, “NOCTURNE PARTY!! NOCTURNE PARTY!! NOCTURNE PARTY AT MY HOUSE!!”

The other mares giggled, and Nocturne smiled.  This was an unusual group, sure enough, but Nocturne couldn't imagine wanting to be a part of any other.

As they all started off for Pinkie Pie's house, Twilight Sparkle caught up with them.  She got Nocturne's attention and made a scribbling motion with her hoof, signaling him to remember his promise.

Nocturne caught the gesture, and nodded with a wink, assuring her that it would be kept.

Nocturne's Log

Day 1 of my return to the city

Aside from the entry I'm making in this journal at this very moment, a lot of firsts happened to me today.  It was my first whole day outside the forest since before I left.  It was my first day interacting with ponies without scaring them to death.  And it was the first time I'd remembered my past.  Not much came back to me, but it means that more might return, and I sincerely hope it does.  Heck, I even got to meet Princess Celestia's prize pupil today.  Not bad for your typical day, right?

The best part: I spent the entire day with my first true friend.

Fluttershy has done more for me than she'll ever know.  She's given me a chance to change my outlook.  She's introduced me to new friends that, although they have their differences, you can definitely tell they care about each other.  She stood up for me today, placed herself in the line of fire without even being asked.  I'm told she's far too timid to do things like that for just anypony—I feel proud and privileged that she would put her own feelings on the line for me.

As for what I've learned today—this chronicle is made not just for just my experiences, but what I take from them as well—put simply: I've learned the basics of Friendship 101.  Recognize and accept each other's differences.  Be courteous to those you talk to, and try to keep rude comments to yourself.  Learn to trust the ponies closest to you.  Always do what you can to help a friend better him- or herself.  And above all—never, ever turn your back on your friends.  Especially when they need you.

I'll never turn my back on you, Fluttershy, especially when you need me.  Because even though I may not ever admit it to you straight, I need you, too. You've given me so much, and I will not let you down.

To you, and to your friends—Twilight Sparkle, Rarity, Applejack, Rainbow Dash, and yes, even Pinkie Pie—thank you.

I'm With My Best Frienemy

“Hmmm . . . no, no, I think the sequins should be more properly distributed. Oh! But the diamond-collar looks absolutely stunning! Oh, dear, I don't have enough rhinestones! One rhinestone horseshoe? That would never work! Oh, Nocturne, darling, I wish you'd let me take off that wretched hat! It's completely ruining my perspective!”

Nocturne stood perfectly still on a stand in the Carousel Boutique, scowling most of the time, as Rarity bombarded him with fashion details, position commands, and insults to his fedora.  He had glanced at the glittering sequined suit Rarity was designing while he wore it, and it looked nearly the same now as when he'd first donned it.  But of course, he had the fashion sense of a cross-eyed mole (he could swear he heard Rarity say that), so it was hard for him to tell what had changed, if anything at all.  All he knew was that he was sick and tired of hearing Rarity complain about his hat.  He was lucky he'd been training himself to keep his comments unspoken.

“I'm sorry, Rarity, but the answer is no,” Nocturne replied staunchly, “It's too important to me to let go.”

“Oh, Nocturne, don't be ridiculous!” Rarity scoffed, “I mean, it's just a hat! Goodness knows it won't disappear the moment you remove it! And what's so important about this garish excuse for clothing, anyway? Why do you hold this thing in such high regard?”

Nocturne made to answer, but he drew a blank; it was one of the many things he'd forgotten about his past that he'd hoped to remember by now.  It had been three days since he'd returned to Ponyville, and aside from the painful memories he'd recovered in his first day back, nothing else had surfaced.

Nocturne sighed, downcast, “I wish I knew. I really do. But I just don't remember . . . .”

Rarity looked back at Nocturne with fretted eyes.  “Oh, darling, I'm so sorry,” she replied, “When I get carried away with my work, I tend to be a bit . . . insensitive at times. I do hope you can forgive me.”

“No, no, it's fine,” Nocturne shook his head, “I'm starting to think that if something was gonna come back, it would have by now. Maybe it's just not worth remembering.”

“Oh, balderdash!” Rarity admonished, “Don't you believe that for a second, my love. Why, if this old thing is so important to you, there must be good reason, hmm? I'd say that's rather worth remembering, wouldn't you?”

Nocturne shrugged, “Maybe . . . but if it's throwing you off that much, maybe we should just call it a day. Besides, you've got better things to do with your time.”

Rarity then gave her own sigh, “I suppose you're right, Nocturne.”  Her horn started glowing, the suit Nocturne wore began to glow with the same magical light, and it lifted him up onto his hind legs for a moment as it slipped up and off him of its own accord.  “I only hope I can get it all done in time for my big fashion show next week,” she said, “All the best designers will be there, you know, and these designs are what is 'in-in' this season.”

Nocturne nodded, “Well, you certainly keep on top of the 'in' trends, so I have no doubt that you'll—”

“NO!” Rarity suddenly growled, all the seriousness in Equestria on her face, “Not just 'in', darling! “IN-in! That which is simply 'in' could be 'out' in mere days! Minutes, even! I must keep up with what is in-in! I must! Otherwise, I may suffer a fate worse than Tartarus! The ridicule of the fashion world! Oh, I could hardly go on like that!!”

Nocturne was back on ground level by this time, but he found himself a bit disturbed by Rarity's behavior.  He had seen it in his three days of assisting her, but she was in rare form today; Nocturne even found himself backing up a step.

Rarity got herself together quickly, and took a few gentle breaths, “Oh, dear . . . I must apologize again, Nocturne, love. The rehearsal is in two days, and I'm a bit wound up as of late.”

“No problem,” Nocturne replied, “I'll let you get back to work. Say hi to your sister for me.”  Nocturne went for the door, stepped outside, and attracted surprise attention from the street—Twilight Sparkle and Spike.

“Nocturne!” Twilight greeted him with a smile, “Didn't expect to see you here. How are you?”

“Fine, thanks,” Nocturne forced a smile when he saw them, “Just getting off from a job at Rarity's. Her new designs are looking good.”

Before Nocturne could close the door, the three of them heard Rarity's voice: “Catch you later, my sweet! You were absolutely wonderful today! Same time, tomorrow, yes? I'm looking forward to it!”  Looking inside, Nocturne could see her blowing him a kiss goodbye.

Spike seemed to catch it, too—and he did not look happy.  “So,” he said gruffly as Nocturne nervously closed the door, “What else have you two been 'designing' together, hmm?”

“Oh, relax, Spike,” Twilight rolled her eyes, then turned to Nocturne, “We were just going out to lunch. Wanna come?”

Nocturne shrugged, “Why not. Standing in one place for hours can make you surprisingly hungry. Room for one more?”

“Of course!” Twilight smiled.  The two ponies then set off together, with Spike scowling behind them.  “So,” Twilight asked as they walked, “Have you been keeping up with your journal entries? You seem like you're improving on your pony skills, but you haven't come to me with any news lately.”

Nocturne groaned guiltily; this was something else that had not happened in three days that he was sure should have happened by now.  “I've been having trouble with that, Twilight,” he answered truthfully, “The ponies in town are still having trouble trusting me, and I've been too busy looking for work to really focus on making friends. And I still can't remember my true talent . . .”

Behind them, Spike grumbled, “I'll bet Rarity could jog your memory, right? You seemed like you've been 'teaching' her quite a bit—”

“Spike, are you going to be like this all day?” Twilight snapped, “Rarity isn't looking for a date, she just needed a dummy.”  She then glanced sheepishly at Nocturne, “Uhh . . . No offense.”

“I know what you meant,” he replied, then turned back to Spike, “You know, we haven't gotten a chance to talk, Spike. From what Twilight tells me, your work in the Ponyville library in phenomenal.”

Spike perked up immediately when he heard this, and it put a superior smirk on his face.  “She would say something like that, wouldn't she?” he bragged, “I mean, I am her number-one assistant, after all.”

Nocturne returned Spike's smirk as he continued, “And I am a huge fan of the way you lose control and turn into a giant purple greed monster.”

Spike raised an eyebrow, taken a bit by surprise at this detail, “Uhhh . . . thanks.”  Ahead of them, Twilight gave a light chuckle.

“I'm so glad things are working out so well, Nocturne!” Fluttershy said with a smile as she walked with Nocturne down to Carousel Boutique the next day, “You're really contributing to the community, aren't you? Oh, I'm so happy for you!”

She and Nocturne reached the boutique together, and Nocturne replied with a frown, “I guess. I hoped that helping you and your friends would do something to help me, but I have nothing to show for it.”

Fluttershy stopped him, her face looking serious, “That's not true, Nocturne. You have Twilight to guide you, you have the look of happiness on Rarity's face when you finish working with her,” she looked into Nocturne's eyes and smiled again, “And you have me. You always have me.”

Nocturne smiled back, his face warming.  “Yeah,” he replied, not really thinking, “I guess I do . . .”

“Ah-hem!!”

Both ponies turned toward the sound, and saw Spike standing there, his face a mixture of smugness and skepticism, “Am I interrupting?”

“Spike?” Nocturne asked, “What are you doing here?”

“I could ask you the same,” Spike retorted, interrogating more than asking, “First Rarity, then Twilight, now Fluttershy? You really get around, don't you, Nocturne?”

“What?!” Nocturne argued, “What kind of nonsense are you spewing?”

“Umm,” Fluttershy muttered nervously, slowly tipping away, “I-I think I'll just leave you two alone now. Um, good luck, Nocturne, and uh, have fun. Tell Rarity I said hi.”  And Fluttershy slipped away, a faint blush on her cheeks.

Spike raised an eyebrow as he saw Fluttershy leave, “Evidence much? So what's next after this, Nocturne? A trip to Applejack's to 'buck her fields'?”

Nocturne glared at the dragon as he knocked on Rarity's door, “Don't push me, reptile.”  They shared the same antagonistic stare until the door opened, toward which they both looked with a friendly grin.

“Nocturne, darling!” Rarity greeted him, “I knew you wouldn't let me down today!”  She looked down at Nocturne's unintended companion, “Spike! This is a pleasant surprise! Two of my favorite boys come to see me! Come to help Nocturne with his work, hm? Or shouldn't you be at the library with Twilight?”

Seeming to have come unprepared, Spike began the clear stutter of improvisation, “Uh, well, I . . . I just thought, th-that, maybe . . . you could, uh . . . use an extra stand-in for your designs! Yeah, that's it! I mean, Nocturne here works so hard, so long, and with your big rehearsal tomorrow, I just thought that, you know, I'd take a day and help out! I mean, after all, two heads are better than one!”

Rarity's eyes shone, “Oh, I'm so lucky to have such wonderful friends!”  She reached out and hugged them both; Spike shot Nocturne a superior glance over her back, and Nocturne rolled his eyes.

As Rarity invited them in, Spike added to his commentary in a whisper, “Of course, in this case, a dragon head is much more useful than a pony head.”

Nocturne's eyes narrowed as he whispered back, “You don't want to talk about 'pony heads', kid.”

“'Desperately need help', you said. 'Very unique design', you said. 'No mare in Ponyville fits this body type', you said!”

Rarity's magic slipped her needle in and out of the hem of the dress and snipped a pair of scissors, clipping away the thread.  “Nocturne, please,” Rarity mumbled, “I must resize this dress. This is highly delicate work, my love.”  A trail of fabric came off with another snip, finishing the hemline.

“You know, if this rehearsal of yours weren't today,” Nocturne continued to complain, “I wouldn't be in this ridiculous position!”  He felt somewhat justified in his argument; in a time of desperation, Rarity had asked Nocturne to model a very ornate, but slightly oversized crimson dress for her.  With the obvious deadline, Nocturne could hardly refuse, but it didn't help him feel any less idiotic.

“Why, Nocturne, you wound me!” Rarity exclaimed, “You've given me splendid help so far! I'd expect no less! It's really not so much to ask that you be a tad more civil about it. Besides,” she gave Nocturne a wink, “If you were a mare, you'd look very fetching!”

Nocturne grimaced, but he also felt his face flush slightly; the tightness of the bodice wasn't the only uncomfortable feeling all of a sudden.  “You know,” he grumbled, “Given the distance between buildings in this area of town, and the comings and goings of your clientele, if I were going to die of embarrassment, I'd probably do it right about . . .” he looked at an imaginary watch on his left front leg.

The door suddenly burst open, and an enthusiastic voice filled the air, “Have no fear, the Spike-man is here! Hey, Rarity! Just thought you'd like an escort to the rehears—” he stopped when he saw Nocturne, and his eyes widened.  Nocturne easily predicted the next sound: poorly stifled snickering.

“Did I call it?” Nocturne continued to grumble, “Yes, I believe I did.”

In an instant, Spike was on the floor, rolling around and laughing uproariously, “OH, MY GOSH, NOCTURNE! YOU LOOK SO STUPID! I mean, first you-first, you're the 'phantom pony' of Everfree Forest, and now . . . now you-now you're ready for the catwalk! You-you just went from 'phantom' to 'fabulous' in less than a da-ha-ha-haaayy!!”

“Spike! Have you no couth?” Rarity reproached, “I could forgive you for barging in without announcing yourself, but to ridicule sweet Nocturne when he's been working so hard for me! The very idea!”

Spike had finally picked himself up, and his laughter had even slowed, “Ah . . . oh, sorry, Rarity, but . . .” he held back a few more snickers, “you . . . you do know he's a colt, right?”

Nocturne's frown worsened, “Why don't we continue to point out the obvious?”

“Now, now, Nocturne darling, I'm almost done,” said Rarity as she continued the complicated hemming of the skirt.  The thread and needle wove back and forth through the fabric, courtesy of Rarity's magic.

Spike scoffed and brushed a residual tear away, “'Working hard'? How hard could this possibly have been? You've done nothing but stand in place for five days!”

Nocturne stared daggers at Spike, his mood souring even more.  “And you, sir,” he retorted, “have, for five days, been nothing but a pain in my—EYAH!”  A small, sharp pinprick in his backside stopped him.

“Oops!” Rarity cried, “I'm terribly sorry, Nocturne! Slipped with the needle a bit. Are you quite all right?”

Nocturne squeezed his eyes shut and ground his teeth to ease the pain.  “Just my pride,” he groaned.

Spike began sniggering again, “This is just too good! I gotta go find a camera! I'll be right back!”  He rushed back to the door, opened it, and disappeared.

Rarity gave a benign sigh, “Oh, that sweet little dragon of mine.”

“Yeah,” Nocturne replied with little enthusiasm, which then increased as he turned to Rarity, “Let's beat it, before he comes back.”

The outdoor stage was set up, and Rarity buzzed around it, asking questions, changing perspectives and making sure everything was flawless.  Everything looked like it was coming together just fine, but it didn't help Nocturne feel less out-of-place.  He looked around for somepony he already knew; there were far too many strangers here, and none of them looked pleased to see him.  Aside from Rarity (who had her hooves full), Nocturne could see Twilight Sparkle, resting in the grass and reading.  Standing next to her was Applejack, who looked a bit bored and occasionally chatted with Twilight, who responded absently.  Far above, Rainbow Dash zoomed back and forth across the sky, breaking up the faint traces of storm clouds that might threaten to pour all over the production.

Well, nice to see everypony else has something to do, Nocturne thought to himself, then turned back to see his cutie mark.  That black eighth-note inside the crescent moon was about as useful as the rest of his coat.  What are you even here for? he asked, as much to his cutie mark as to himself.

Nocturne glanced back over to where Twilight and Applejack were, and saw that Fluttershy had accompanied them.  Feeling his spirits lift, he went to join them; even if he had no use here, it was best to be among friends, especially when one of those friends was Fluttershy.  “Ooh, Nocturne, you're just in time,” Fluttershy said, “Twilight's about to test a new spell she just learned.”

“Now there's somethin' that can keep my attention,” Applejack said, intrigued, “You always could cast one mean spell, Twilight.”

“Well, I don't know about that,” Twilight said modestly, reddening a bit in the face, “but this spell looks like it'll be pretty simple. Now, if I could just get all the details . . .”

“Oh, darlings, there you are!” Rarity called out to them as she approached them feverishly, “You simply must see this gorgeous little piece I've been saving for the show! Feast your eyes!”  She held up a display board between her hooves, and situated in the board's indentations was a set of four beautifully shining, sterling silver bracelets.

“Oh, yeah, you showed me those before,” Twilight acknowledged before sticking her nose back into her spellbook, “Now, where was I . . .”

“Oooh,” Fluttershy said, admiring the trinkets, “They're so pretty.”

“Shoot-fire,” said Applejack, equally impressed, “They got more shine than a ripe apple durin' Buckin' season.”

Rarity looked at Nocturne with a pleading stare, “Try one on! I want to try out a little spell I've been working on to match. Please, sweet Nocturne? Pleeeeeeeease?”

“Why, I'd be happy to try it on, my lady!”

Nocturne and Rarity looked down, and saw Spike plucking one of the bracelets from its stand.  He turned it in his claws as he examined it, “Hmm . . . pure loveliness! Totally worthy of you, Rarity!”

“Oh, you sweet little darling, you!” Rarity gushed, petting Spike's head; the little dragon gave a sigh that almost sounded like a purr.

Spike measured the bracelet against his arms, saw that it was too big for them, and turned and slipped the bracelet over his tail, “There! What do you think?”

Nocturne had to resist the urge to facehoof, “Interesting fashion statement. Mark that one, so I'll know which one I'll never wear.”  He took another bracelet from the stand and slipped it onto his right front leg, and immediately, the bracelet began to glow; it constricted, shrinking in diameter until it fit Nocturne's leg perfectly.

“Success!” Rarity beamed, “I put a clever little spell on these bracelets that would resize them to fit the wearer. One size fits all!”  She tossed back her purple mane pridefully, “Yes, I know. I'm a genius.”

The same thing happened to the bracelet on Spike's tail, and he looked back at it, excited, “Whoa! That's so cool!”

Nocturne looked at his bracelet, genuinely impressed.  “Now I know why they call you 'Rarity',” he said, “You really are one-of-a-kind.”

Rarity touched her hooves to her face and blushed, “Oh, Nocturne, darling, you flatter me so!”  She then slipped in close to him and grinned with an almost alluring leer, “Tell me more.”

Spike saw this, and turned away, sitting down at Nocturne's hooves.  “'You really are one-of-a-kind,'” he muttered, imitating Nocturne disdainfully before blowing a weak raspberry.

“Okay, I think I've got it!” Twilight announced, standing up and taking one last quick glance at her book.  She then closed her eyes and focused her magic, which concentrated itself into a bright purple light emitting from her horn.  The magic formed into a sphere, and the sphere projected a beam that slowly extended from Twilight's horn.  The beam stretched farther out by the second; the spell seemed to be working spectacularly.  “Wait, how did it go again?” Twilight mumbled, looking back down at the book—and pointing her horn toward the ground at an angle.  The beam sprang forward in a pulse of radiant light, and there were multiple screams as ponies ducked and backed away.  Thankfully, aside from some ponies blinking and shaking their heads to get their vision back, nothing seemed to happen.  “Ooh, sorry, everypony,” Twilight said sheepishly, “I guess I . . . misread something.”

“What?” Spike asked, “That's impossible! You don't misread anything! Here, let me see that thing!”  He walked toward the book, but found that he did not move any farther away.  He saw that he was walking in place, and looked around to see that his tail was stuck on something.  He pulled, but he stayed.  He pulled harder, and still did not move.  Finally, he gave one last pull with all his might—

And Nocturne gasped as his hoof came out from under him, and he fell to the ground.  Both looked down and saw the reason, and both of them promptly widened their eyes.

“No,” Nocturne said simply, “No. No, no, no, no, no. Oh, dear Celestia, please no!”

“I'll see your 'no',” Spike added, “And raise you a few more: NO, NO, NO!!!”

The reason for their sudden panic: the bracelet on Nocturne's hoof and the bracelet on Spike's tail were stuck, binding the two together.

Nocturne quickly began pulling the bracelet, trying to get it off, while Spike complained, “Twilight! What did you do?!”

“I-I don't know!” Twilight panicked along with them, “I'm sorry! I-I didn't expect this to happen!”

“You're supposed to be the smart one!!” Nocturne groaned with a mouthful of his own leg as he tried to gnaw it off, “Now, these things won't come off!”

“Great!” Spike yelled, throwing his arms in the air, “How could this get any worse?!”

“THEY'RE GOOOOOOOONE!!!”

Everypony looked to Rarity, who was having a panic attack of her own, “The other two bracelets! They were right here in their case! Where did they go?! Whatever could have happened to them. NOOOO!! Those bracelets were to be the centerpiece to the event! Without them, my show is RUUUUUIIINED!!”  She rubbed her eyes with her hooves and sobbed.  And sobbed and sobbed and sobbed.

Nocturne spat out his own leg as he saw this, and approached Rarity, gently placing both hooves on her shoulders, “Okay, first of all, it would be a good—hold still—it would be a good idea to sto—look at me—it would be a good idea to STOP PANICKING!!!”  He desperately shook her, and when he went quiet, so did she.  “Sorry,” he said calmly, “But I can't stand hysterics.”

Rarity sniffed a bit as she composed herself, “Quite all right, dear. I needed that.”

Nocturne seemed to forget for that moment that Spike was unwillingly attached to the hoof he shook with; he was suspended in the air, hanging by the bracelet that bound him.  “I . . . didn't . . .” he added dizzily, his eyes spinning in his head, before quickly pressing a paw to his mouth.

“The bracelets must have gotten caught in the blast,” Twilight explained, “They must have been so light that they just flew off.”  She then walked to the spot where Rarity stood with them before the spell was cast, scrutinized the area, and looked off into the distance in front of her, “And unless I'm wrong, given the force of the blast and the angle of the bracelets' path, they ended up in . . . oh, no.”

Rarity, Applejack, Fluttershy, Nocturne and Spike all looked out in the same direction; it seemed as though the bracelets had been launched directly into the Everfree Forest.

“NOOOOOOOOOOO!!!” Rarity screamed again, “My precious bracelets! Lost in that disgusting hole of growth and fungus and , and . . . DIRT! Oh, woe is me! I shall never see them again—”

“Do I have to shake you again?” Nocturne asked seriously, and Rarity shook her head.  “Good, he continued, “Now, there's no reason to believe they're gone for good. Nopony knows Everfree Forest better than I do. I'll slip in, find the things and bring them back. Simple as that.”

“Uh, excuse me!” Spike yelled indignantly, pointing at his tail, “You do remember that we're stuck together, right? I'm not taking a road trip into Everfree Forest with you! Not happening! Forget it!”

Nocturne scowled, “Oh, look at the reluctant dragon! You wanna help Rarity, don't you? Well, I'm the best pony for this job, and unless we can break this stupid spell, you're gonna have to come with me!”

“You're going to have to go together, anyway,” Twilight said morosely, “The book says that to undo this spell, the circumstances must be exactly the same as before it was cast. That includes the bracelets; we need them here to undo the spell.”

“Oh, please, my little Spikey-wikey!” Rarity begged, “Please go with Nocturne! You two are my only hope! You wouldn't let me down like this, would you?”  She batted her eyes and stuck her bottom lip out just a bit; Nocturne shuddered a little, but Spike seemed entranced.

“Uhhhh . . .” the dragon moaned absently, “. . . I . . . well . . . I just . . . I mean . . . . . . okay.”

Nocturne and Spike walked along a trail in the woods, scouring the area for where the bracelets may have landed.  In order to accommodate their awkward situation, Nocturne had to lift his right front hoof as he walked, making him walk with a sort of limp, while Spike was forced to walk backwards.  Anypony watching them who wasn't aware of their plight would have found it quite humorous.

“Jeez, this place gives me the creeps,” Spike grumbled, “We'd better find those bracelets quick. I never did like this place.”

“Relax,” Nocturne replied, “I know these woods like the back of my hoof. I've lived here most of my life, you know.”

Spike glanced up at him with a frown, “Yeah, I could've done without that last bit, thanks . . . hey, look!”  Spike pointed up at a tree, and Nocturne turned around, turning Spike the other way.  “No, over there!” Spike clarified, and Nocturne spun around again, taking Spike with him.  “Hey, you wanna do me a favor, please!” he complained.

Nocturne gave a frustrated growl, “Make up your mind, scaly.”  He picked up his hoof, lifting Spike in the air upside-down.

Spike glared at him with flipped-over eyes, “Yeah, thanks.”  He then bend his head back and saw what he was pointing at, “Look! That bird!”  Nocturne saw what Spike pointed at, and sure enough, there was a golden-plumed bird in a nearby tree, pecking at the end of a short branch.  Stuck on the end of that branch was one of Rarity's bracelets.

“Hmmm . . . that's gotta be a Blitz Bird,” Nocturne analyzed as he put Spike down, “They're wicked fast, and darn near impossible to see. If we go barreling in, we might—”

“I got this!” Spike yelled, and raced toward the Blitz Bird, forcing Nocturne to limp after him sideways.  “Hey, you bird!” he called out brusquely, “Get your beak off that bracelet! That belongs to a friend of mine, and you can't have it!”

The Blitz Bird saw Spike coming and grinned.  It stuck its tongue out at the dragon, picked up the bracelet, and disappeared into the canopy.

Spike froze, confused and frustrated, “What?! Lousy little troll! What would he want with that bracelet?”

“If you had let me finish,” Nocturne answered brazenly, “You'd know that Blitz Birds are very empathic. They respond to emotions, and they act accordingly. You went in all hot-headed, and the bird responded by playing a game with you to make it worse!”  Nocturne thought for a minute, then walked over to another tree on the other side of the path, taking Spike with him, “When I lift you into this tree, grab a branch and swing me up with you.”

“What?!” Spike retorted, “I don't have the strength for that! Besides, can't you just fly us up there?”

Nocturne glanced back at his hideous wings, and answered, “I don't fly unless I have to, and neither will the Blitz Bird. He doesn't want the bracelet, he wants to mess with us. And he's winning. We'll need to stay focused and keep our heads. Now, into the tree!”  Without another second to argue, Nocturne lifted Spike into the tree, bumping his head against a branch.

“Ow! Watch where you're putting me!” Spike moaned before grabbing the branch.  Nocturne pushed up off the ground Spike shifted their weight, and the two swung up into the tree by the branch.

In the tree, Spike had to moan some more, “Urgh! With all your pony weight stretching me out, I think I grew a few inches!”  He then paused, and struck a pose, “You think Rarity will notice?”

“Don't be an idiot,” Nocturne muttered, “I can see him. He's poking his head out above the trees. Let's move up.”  The duo climbed the tree as well as they could, resulting in clumsy floundering, broken branches, and the occasional foul word.  At last, they reached the top, and were eye level with the Blitz Bird; the little creature winked at them, the bracelet still sparkling in its beak.  Nocturne and Spike rushed through the branches that clung to each other far above their widely-spaced trunks, until they reached the tree the bird was in.  They looked around, and saw the bird, still winking, four trees over.  Again, they climbed through the branches to reach it, and when they did, they saw it bouncing around on the same branch it was in before.

“We need a new approach,” Nocturne said, “If I could scare him, he might drop the bracelet, but I'd need to get close to him first.”

“Hmmm . . . I think I've got it,” Spike replied, signaling Nocturne to hold him up to an ear.  Nocturne did so, and Spike whispered his plan into the Pegasus' ear.  Nocturne's eyes widened as he listened, then narrowed slyly as he grinned.  This could work.  Still holding Spike up, Nocturne slipped down into the leaves, while Spike shouted, “Stupid bird! Stupid, stupid bird! We're going home! I hope we never see that stupid bird ever, ever again! Stupid bird!”  He then dropped into the branches along with Nocturne.

The Blitz Bird saw this, and grinned.  Taking the bracelet with him, he flew off into the tree Spike was in, found him, and perched right on a branch in front of him, giving another annoying wink.  Spike saw him, smiled back, and pointed up.  The bird looked up at the branch Spike pointed at, and . . .

“RAAAAAAAAAAAAAAAAAAAAAAAAAAAAARRRRRRGH!!!”

A bat-winged demon with glowing red eyes roared at him, and he froze, whitening with fear.  He spat out the bracelet and dropped from the tree, while the horrible demon grabbed the bracelet in his teeth and chuckled, “Thank you, come again!”

Spike and Nocturne dropped from the tree and landed safely on the ground.  “Not bad, shorty, not bad,” Nocturne congratulated, “The little troublemaker never saw it coming.”

“Reverse psychology,” Spike explained, “Twilight pulls it on me all the time.”

“Impressive,” Nocturne nodded, “You know, if you weren't such an obnoxious brat, we might be able to get through this easier.”

Spike scoffed, “Says the pony who spent most of his life scaring ponies because he can.”

Nocturne raised an eyebrow, but relented, “. . . . . Fair enough.”

“Look, there it is!”

Deeper into the woods, Nocturne and Spike came to a steep cliff leading to a deep valley.  A weak root stuck out from the side, and hanging on the end of that root was the fourth and final bracelet.

“See?” Spike presented, “I knew this would be easy! I told you, didn't I?”

Nocturne rolled his eyes, “Must have been in another language, 'cause I sure didn't catch it—oh, no!” he suddenly cried, “He's back!”  Flapping through the air and gently landing on the root was the Blitz Bird; it eyed them with the smarmy leer of vengeance as it crept closer to the end of the root.

“Rats!” Spike yelled, “That little creep is gonna ruin everything! We can't let him take that bracelet!”

“Calm down, Spike!” Nocturne yelled back, “You made this mistake before! Don't let it happen again! That bird might not want to just keep the bracelet this time!”  As if to emphasize Nocturne's point, the bird crept closer to the bracelet with its leg out, as if to kick it off.

“Hey, let's get one thing straight here!” Spike bellowed back, “Just because you live here doesn't make you the leader of this little field trip! I'm just as qualified as you! I'm just as competent as you! I can do anything as well as you—!”

“ENOUGH!” Nocturne screamed over him, “I get it! You don't like me! I get that a lot! Frankly, I'm not too fond of you, either! And I get it, you think Rarity is sexy and you feel threatened when she's around me, I understand that! But this isn't about who's better than the other! It never was! This is about Rarity! You and I have to get our junk together and do this right! Now let's stop acting like a couple of jerks and get this over with!”

There was a long pause, and Spike sat down with a heavy sigh, “You're right. This is about Rarity. Man, she'd be so upset if she saw me like this . . .”

Nocturne lowered his head to meet him, “She won't be if we work together. We did it once, so we can do it again.”  He stuck out his free hoof, “Truce?”

Spike looked back up at Nocturne, and a look of resolve flashed in his eyes.  He nodded, grabbed Nocturne's hoof, and shook it.  All at once, there was a loud CLINK, and the two looked down to a shocking sight: the two bracelets that stuck them together had come apart, and they were free at last.

There was another, much longer, and much more awkward pause.  “Well . . .” Nocturne responded to this weirdness, “. . . . . . That's . . . . convenient . . .”

Spike glanced between the two bracelets, feeling odd himself, “Yeah . . . how 'bout that . . . ?”

The duo turned to another CLINK sound; the Blitz Bird, still smugly grinning at them, had kicked the bracelet off the root and into the valley below.

“NOOOOOOOOOOOOOOOOOOOO!!!” Nocturne and Spike both screamed and ran for the edge of the cliff.

“You're gonna have to spread those wings, Nocturne!” Spike warned, “You up for this?!”

“I said I only fly when I have to, didn't I?” he answered, “Hop on!”  Spike jumped onto Nocturne's back, and the Pegasus dove off the cliff, spreading his large black wings and speeding toward the falling bracelet.  He flapped hard, gaining on it, but it was too far away by now.

“If we lose it down there, it's gone forever!” Spike yelled over the wind, “Can't you go any faster?!”

“I'll need some extra momentum!” Nocturne called back, “You'll have to throw me!”

“WHAT?!” Spike yelled, incredulous, “Who do you think I am, Bulk Biceps?! Besides, if I throw you, who's gonna keep me from falling?!”

“Don't worry! I'll swing back up and catch you!”

“How do I know that?!”

“You're just gonna have to trust me!!” Nocturne bellowed.  As fast as they were going, they weren't going to make it in time to catch the bracelet.

Spike growled and relented, “Fine! Take my hand!”  Nocturne raised a hoof up to him, and Spike grabbed it, “One . . .”  Spike jumped off and pulled Nocturne's hoof through the air, Nocturne beating his wings ever faster, “Two . . . . . . . . THREE!”

Spike put everything he had into it and thrust Nocturne downward, and Nocturne pulled his wings in to reduce drag.  “Stay on target . . . . . . stay on target . . . . .” he muttered as he approached the bracelet; it was getting closer and closer to the dank woods on the bottom of the cliff.  A few yards . . . a few feet . . . only a few inches from touching a leaf on the highest tree . . .

“GOT IT!”

Nocturne slipped the bracelet on, and it tightened on his hoof.  He spread his wings and banked hard right, pulling back up; he could hear Spike screaming in terror, “HEEEEEEELP! CATCH MEEEEEE!!!”

Pressing a hoof to his hat, Nocturne pumped his wings hard, rose up higher, matched Spike's path with his own and . . .

Spike landed on Nocturne's back, safe and sound.  “Gotcha, kid,” he grinned, winking.  Spike panted and shook, but he smiled and winked back.  Mission accomplished.

Flapping hard, Nocturne flew back up to the top of the cliff and landed, and Spike disembarked, looking at both arms.  Nocturne looked at both of his front legs, and saw the same sight—one bracelet on each.

“They're all here,” Nocturne sighed in relief, “All the blasted things are here.”

“The worst is over!” Spike celebrated, “You know, that was pretty awesome, the way you made that tight turn on the way back up! I'll bet even Rainbow Dash would've had trouble pulling that off! And that was a good catch, too!”

Nocturne chuckled, “The bracelet, or you?”

Spike replied happily, “Both!”

Nocturne shrugged, “Eh . . . no hard feelings, Smaug. You got a mean swing.”  He gave the little dragon a tap on the back as the two made their way back out of the woods.

“You know,” Spike looked up at Nocturne as they walked, “You're a pretty cool guy, Nocturne.”

Nocturne smiled, “You're not so bad yourself, kid.”  In good spirits, the pair kept walking—normally, this time—back to Ponyville.  Along the way, Spike started snapping his fingers and humming a tune.  Nocturne heard it and recognized it, “Hey, I know that one. It's a folk ballad the Pegasi sing.”

“Yep,” Spike nodded, “Fluttershy taught it to me.”  Spike kept the beat perfectly, and soon, Nocturne joined him, tapping the rhythm out with his hooves as he walked.  Soon, the two had a full song going:

“As I flew across in the skyway, my wings began to ache,” Nocturne sang, a little shakily.

“I didn't know what to do, so I slowed, and flew low, and looked out, to see if I got a break,” Spike acted as his counterpoint.

“So then I stopped, landed on a highway, so I could find a break or twist.”

“There were no ponies up or down or sideways, I couldn't see a thing through the mist.”

“I trotted down to the end of the road, and in the fog, a mare, she appeared.”

“She said, 'Don't you worry, my friend, I'll take care, come with me, I'll set you free.'”

As Spike proceeded to harmonize, Nocturne stopped, his eyes stretching open.  That feeling of clarity, the feeling he'd gotten his first day back in Ponyville, had returned:

. . . . . . . . . . a stage.

Flashing lights.  Laughter.  Music.  Energy.  Happiness . . . . .  

It quickly changed.

Malfunctioning lights.  Derisive laughter.  Insults.  Fear.  Misery.

“Freak . . . . . . . . . .”

The burst of pain shot through Nocturne's head again as vague memories of his past returned.  He stopped the song and crouched, pressing his hooves to his head.

“Hey, Nocturne!” Spike ran to him and put a paw on his shoulder, “You okay? Say something! What's wrong?”

Nocturne felt the sharp pain in his head quickly vanish, and he shook his head to get himself together.  “Uhhh, nothing,” he replied, as easily as he could, “I'm fine. Just . . . exhausted, I guess. Come on, they'll be worried about us.”

“Oh, I'm soooooooo worried about them!” Rarity paced back and forth, fretting nonstop since Nocturne and Spike disappeared into the woods.

Twilight raised an eyebrow, “The boys, or the bracelets?”

“Does it matter?!” Rarity snapped, “Oh, those silly trinkets! I put far too much stock in them, and now my little Spikey-bear and sweet Nocturne are out there, all alone, wandering those accursed woods! Oh, I never should have let them go!”

“Gee, I didn't know you cared.”

Rarity heard Nocturne's voice, and turned to see him trotting casually back up to them with a smile on his face, Spike on his back and separate from him, singing the last few lines of their song, “Naaa, naaa, naa-na-na, naaa, na-na-na . . .”

“They're back!” Fluttershy said, “Oh, we were so worried about you!”

Rarity was the first to greet them, though, “Oh, I'm so glad you're all right, my dears! I've been positively frantic waiting for you! Did you find them? Pleeeeeeeeease tell me you found them!!”

“Relax, Rarity,” Nocturne replied as he held up his hooves, and Spike did the same with his arms, “We got 'em.”  Indeed, each limb sported a shiny, sterling silver bracelet.

Rarity's eyes wavered with joy and she squealed, “Ooooooohh! Thank you, thank you, thank you, thank you, thank you!! Oh, my darling friends, I'm so happy! I don't know how I'll ever be able to repay you! Oh, thank you, Spikey, darling!”  She plucked him off of Nocturne's back, hugged him tightly, and kissed him three times on top of his head.  “Oh thank you, dear, sweet Nocturne!” she dropped Spike and embraced Nocturne, giving him a kiss each on both cheeks and his nose.

“Yeah,” Nocturne said as he wiped his cheek, “No problem.”

Spike, on the other hand, was on Cloud Nine, “Ohhhhhh . . . I no longer have a reason to use shampoo . . . . .”

Nocturne chuckled, “Not that you ever did . . . whoa, hold on there, hoss!”  He stepped in to catch a swooning Spike as he fell backwards, “I think somebody needs a ride home.”

“I'll take him,” Twilight said, using her magic to lift Spike onto her back, “So, I see you two finally got separated. How'd that happen?”

Nocturne's eyes narrowed, “That's something I'd like to discuss with you, Twilight. Or should I call you the orchestrator of today's events?”

Twilight seemed taken aback at this accusation, “Nocturne, what do you mean?”

“Don't give me that!” Nocturne gave a skeptical smirk, “There have been quite a few coincidences in the last few hours, too many for my taste. Spike and I butt heads for days, and today we end up stuck together because of your magic? You said you'd seen Rarity's bracelets before, so you obviously knew they'd be here for the rehearsal. You never even told us what this spell was supposed to do. And I have to agree with Spike, it's unlikely that you would misread anything, especially when it comes to magic. And to top it all off, as soon as Spike and I started cooperating, the spell wore off. We didn't even need the other two bracelets to undo the spell, so I'm betting it was just incentive.”

Twilight grinned sheepishly, “Are, uh, you accusing me of something?”

“Twilight, please,” Nocturne concluded, “I may be socially impaired, but I'm not stupid. You set us up. This was a lesson to teach Spike and me to get along, wasn't it?”

Twilight scrunched up her face and looked up with shifty eyes, “Maybe, maybe not . . .”

Applejack took a closer look at her and nodded, “Yep, she did it. I'd know that look anywhere.”

“Oh, what does it matter?” Rarity asked, “All's well that ends well, right? And if two of my favorite boys are closer now, it's all for the better!”  She winked at Nocturne, and he smiled back.

That's when Fluttershy stepped forward with the same smile, “That was really nice of you to help Rarity like that, Nocturne. I'm proud of you.”

Nocturne felt his face get warm, and he timidly pulled his hat down over his eyes, “Thanks, Fluttershy.”

Nocturne's Log

Day 6 of my return to the city

When I first met Spike the dragon, I thought he was an arrogant little creep with a lot of hot air, whose only goal in life was to annoy—and to put Rarity on a pedestal.  I can only imagine the things he had to say about me before today.  But being forced to work with him today has led me to believe that not all flaws should be held so firmly against somepony.  Sure, Spike can be a little hotheaded at times, and he definitely has more bark than bite most of the time.  But he's also a decent kid with a good head on his shoulders.  In fact, I sort of feel ashamed of myself that I had such thoughts about him—it makes me feel like I acted toward him the same way everypony else acts toward me; I judged him too quickly.

But like everypony else, I was still partially correct.

I also learned how difficult it can be to cooperate with somepony, especially if you've never really gotten along before.  But when two ponies—or in this case, a pony and a dragon—have a common goal, it makes things much easier, and solving a problem together can make you see that the pony you didn't like before is actually not so bad.  Spike and I even have quite a bit in common; we both care for our friends, we'd both do anything for them, and we both have guts—which, concerning his age and size, means a lot more for him than for me.  We even share tastes in music.  Who would've thought, right?

I have to remember to thank him for helping me get back some more of my memories.  Also, if this journal ever reaches Princess Celestia, I have to let her know how helpful Twilight has been.

And, also, what a sneaky, manipulative little snake she can be when she wants to.  Which, I guess, is not always a bad thing.

Somepony Put Your Hoof Out

“. . . . . . . . I just don't get this guy!”

Rainbow Dash looked down into town from a cloud, and saw Nocturne walking through town with a mail bag.  Above him, Derpy Hooves had her own bag slung around her neck, and she seemed to be receiving his assistance in delivering mail.  Still unable to remember his talent, Nocturne had taken to begging for work around town, getting odd jobs whenever they were open.  He'd been working for Rarity, Twilight and Applejack already, and was always calm, respectful and dutiful every time.

The complete opposite of the way he was when he attacked Dash weeks earlier.

“I don't get it!” Dash said again, aggravated, “This guy was a vicious animal then, but he's Mr. Colt-of-All-Trades now? Whatever happened to the 'phantom pony' everypony was so scared of? What makes him so . . . nice all of the sudden?”  She drove herself mad trying to figure it out, but there was a more pressing question in her head concerning Nocturne.  It wasn't just how Nocturne had reformed, or what made him so docile, but why he hadn't taken the time to apologize for what he did to her before coming back to town.

If he was such a wonderful pony now, why not own up to what he'd done?

Dash continued to watch Nocturne as he assisted Derpy with the mail.  He seemed quite at home with slipping letters into mail slots and not having to directly interact with other ponies.  Whether that was his intention or not, Derpy seemed to enjoy his company.

“Thanks again, Nocturne,” Derpy smiled, finally used to pronouncing his name right, “You've really been helpful the last couple of days.”

Nocturne's reply was subdued, “Yeah, no problem. Just . . . just doing my part, I guess.”

Derpy looked at him with concern in her crossed eyes, “What's wrong? Are you sad? Is it because other ponies still talk about you? If it is, then you shouldn't be sad. Like I told Applejack and Fluttershy the other day, just because you make mistakes, doesn't make you bad. Believe me, I make mistakes a lot. And sometimes, ponies say mean things about me, too.”

Nocturne seemed to have a soft look in his eyes at Derpy's attempt at empathy.  “Derpy, I want you to do me a favor,” he said seriously, “No matter what other ponies have to say about you, just keep being yourself. You're a nice pony, and you only do your best, and if that doesn't sync up with what ponies say about you, then don't listen to them. Take it from somepony who . . .” he trailed off for a moment, seeming distracted, before resuming, “. . . who used to buy the word on the street a little too easily.”

Derpy smiled up at Nocturne and blushed a bit, “Gosh, you're awfully nice. You're nothing like they say at all.”

Nocturne shrugged, “Well . . . depends on what they say, I guess . . .”

Rainbow Dash continued to observe them as they made their way to the next house.  As much time as she had already spent trying to figure him out, she was at a loss.  In fact, the longer it took, the more mystified (and the more annoyed) she was.  And the more she felt she was owed an apology from the stallion that injured her.

But she also considered past events; she had confronted Nocturne before, over another pony's feelings, which was what led to this conundrum in the first place.  If he was willing to hurt Dash over that, then he was always likely to repeat his actions if she confronted him for her own sake.  That, and she had promised Fluttershy she would be as helpful as possible.  It was getting more and more difficult to keep that promise, though; Nocturne had to answer for what he'd done, and if he was so decent now, then calling him on it would be that much less dangerous.

Promise or not, Dash still needed answers.

Jumping off her cloud and floating back down to earth, Rainbow Dash continued her careful observation of Nocturne from a distance.  House after house, he did his job dutifully and with very few words; simply watching this confounded Dash more and more, and admittedly, it made her angry.  What was it that made him so tame?  Was Fluttershy really that strong an influence over him?  And why the hay hadn't he used some of that niceness to account for the way he treated Dash?

Nocturne glanced Dash's way, and she quickly hid behind a tree.  It was at that point that she felt ridiculous, spying on him from a distance.  True, she couldn't predict what Nocturne would do if she faced him again, but sneaking around and spying wasn't her style.  It almost felt like she was afraid of Nocturne somehow.  But that couldn't be possible; Rainbow Dash was fearless.

Wasn't she?

“They'll never find us here!”

Dash felt her heart jolt as she heard a whisper next to her, from out of the blue.  “Pinkie Pie!” she growled under her breath, “How many times have I told you not to do that?!”

“SHHH!” Pinkie replied harshly, “Not so loud! You'll give us away!”  She then looked confused for a second and turned to Dash, “Who are we hiding from?”

“I'm not hiding!” Dash retorted defensively, then quickly took a glance at where Nocturne had been.  After seeing that he and Derpy had moved on, she breathed a heavy sigh.

“Oh!” Pinkie said, having a moment of realization, “I get it! You're still scared of Nocturne, huh?”

“No!” Dash replied, still indignant, “I just . . . don't get him, that's all.”  While true, it wasn't the correct answer to Pinkie's question.

“Oh, I see. I'm the same. Don't know what to think about him, really. I mean, I try to talk to him, but he's always cranky. It's like he doesn't wanna be my friend. Ooh! Maybe he's like Cranky Doodle Donkey! Maybe he's just missing his lost love! Ooh! Or maybe, he lived in a belltower all his life . . .”

Dash saw a good opportunity to get a look into Nocturne's mind.  Pinkie seemed eager to make friends with Nocturne, and nopony knew how to make friends better than Pinkie Pie.  If she could observe her progress in getting close to Nocturne, Dash could, at the very least, learn through Pinkie why the aloof stallion had not come forward about his actions; at most, Pinkie could act as her liaison with Nocturne, and Dash could find out herself.

“—and if he spent five years on that island, maybe he can fire a bow and arrow!” Pinkie Pie went on speculating about Nocturne's reclusive behavior.

“Hey, Pinkie,” Dash interrupted, “I've just been thinking, maybe you can introduce me to Nocturne?”

Pinkie looked at Dash for a minute as if she'd lapsed into another language, “Huh?”

“Yeah! See, I don't know him all that well, but you can get to know him, can't you? I mean, you are Ponyville's resident friend-maker, after all, and nopony makes friends better than you. So, if you can get all chummy with Nocturne, then he'll be just as happy to be friends with a friend of yours, right?”

Pinkie Pie continued to stare back at Rainbow Dash, seeming unsure of what she'd just outlined.  After another few seconds, though, whether it was clear to her or not seemed irrelevant, “Okey-dokey, Lokey!”

Straining a bit, Nocturne finally dragged two bushels full of apples to the front of the barn.  After getting off from helping Derpy with the mail, his next task of the day was to pitch in at Sweet Apple Acres; he had been planning on doing this since Applejack had let him walk off her farm with her merchandise free of charge.  He knew he had to pay her back for that.

He had a lot more to make up for, anyway.

On his way back to the fields, Nocturne walked past a pony about his height, but with more muscle, and knew him as Applejack's brother, Big McIntosh.  He'd remembered a promise he'd made to Fluttershy to try and speak to other ponies as often as possible, and tried it.  “Uhh,” he began, unsure of what to say at first, “Hard work, huh, Mac?”

Big McIntosh glanced at Nocturne as he, too, hauled in a large part of the harvest.  His answer was simple and direct: “Eeyup.”

Thrown by McIntosh's brevity, Nocturne pressed on, “So . . . lot more to cover, right?”

Big McIntosh's answer was the same, “Eeyup.”

Awkwardly realizing that this conversation was going nowhere, Nocturne decided to take his leave and continue working, “Okay . . . . good talk, Mac. Take care.”

Nocturne made his way to the fields to take more bushels back to the barn, and was stopped by Applejack herself.  “Hey, there, partner!” she greeted him amiably, “Workin' up a good sweat?”

Nocturne nodded, “Actually, yes. This work is a lot harder than it looks.”

“Well, I just thought I'd stop you for a spell. I got somethin' I wanna say. I admit, I had some pretty scathin' thoughts about ya, Nocturne. But seein' ya here today, you've been better than your word. A whole day's work, paid in full. I . . . I s'pose I was wrong about ya.”

Feeling touched by Applejack's words, Nocturne smiled and shrugged, “A lot of ponies are. But I'm still working on being worthy of words like yours.”

“Now, don't y'all worry your pretty head about it,” Applejack assured, “You just keep up the good work, and you can wipe the slate clean in no time.”  As she spoke she walked up to a tree that was loaded with ripened apples.  She turned around and gave the trunk a good kick with her back legs, and several of the shiny fruits fell into a set of empty bushels beneath the tree.

Nocturne observed Applejack's work, and made his own attempt.  He walked up to the next tree, stared at it for awhile, stood up on his hind legs, and thrust a single hoof into the trunk as if it were a punching bag.  One apple fell out and landed on the ground next to him.

“Uhh . . . Nocturne?” Applejack said tentatively, “That's . . . not really the way it's done.”

“I realize that, now,” Nocturne replied simply, frozen in position with his hoof still pressed to the tree.

There was a lengthy pause before Applejack continued, “You in pain, sugarcube?”

“Immensely,” Nocturne's voice was still simplistic, despite the agony he was in.

“Want me to help ya inside?”

“Would you, please?”

“Alright, come 'ere, then,” she said as she allowed Nocturne to throw his pained hoof over her and lean on her.

They made their way through the fields, and were halfway through them when they both heard rustling above them.  When they looked, a pink pony head poked out from the branches of a tree and grinned at them, “Hi, Applejack! Hi, Nocturne!”

Nocturne panicked; his attitude toward Pinkie Pie was still less than friendly, and he hadn't yet been equipped with a decent way of dealing with her.  “Pinkie,” he smiled, trying to force himself to be civil, “Hello. Nice to see you.”  He then whispered to Applejack desperately, “Get me inside. For the love of Equestria, get me inside, now!”

“Oh, don't get your bridle in a twist,” Applejack whispered back before replying to Pinkie, “Hey, there, Pinkie Pie. What brings y'all here today?”

“Friendship!” Pinkie squealed, “What else? Whoops! Whoa . . . OUCH!” she stopped when she'd fallen out of the tree, landing on her backside.  She shook it off quickly, though, and ran up to Nocturne, sticking her face up close to his, “You know, Nocturne, we haven't had a chance to talk! You were really quiet at the Nocturne party I threw for you, and you haven't come to any of my parties since then! What happened? Did you lose the invitation? Have you been busy? Sick? Out on a date with Fluttershy? Put in a coma after being struck by lightning?”

“Pinkie, please, I've been a little busy working lately, and I'm not—” Nocturne stopped, having gone through Pinkie's words more carefully, “—wait . . . . date? With Fluttershy? What gave you that idea?”

“Not 'what', silly!” Pinkie giggled and bounced in place, “'Who'! Spike tells me you two are all lovey-dovey now! And it makes total sense! I mean, you two are always together, she brought you back home, you get all red when you see her—oh, my gosh, you two make such a cute couple!”

“Pinkie!” Nocturne interrupted, “I know you're just trying to be friendly, and that's your thing and all. And I appreciate the gesture, really, but I have a lot of work today. And to be honest, I wouldn't be in a talking mood if I didn't. So if you could do me a little favor and get up off my back, I'd sincerely appreciate it.”

Pinkie looked confused, with a hint of disappointment in her face, as she answered, “Well . . . okay. I'll see you later, then, I guess . . .”  She started to walk slowly away, dejected, and Applejack continued to support Nocturne on the way back to the farmhouse.

“Well, I think I've outlived my usefulness here,” muttered Nocturne, still feeling the pain twinge in his leg, “I should probably get going after I'm properly patched up. Wouldn't want to test the limits of my ability to uphold the 'if you can't say anything nice' principle.”

Applejack nodded, “Well, even if ya do still need work on talkin' to ponyfolk, it was still a real pleasure havin' ya here, partner. If y'all still need to work and earn yer keep, we'd be pleased as punch to have ya back.”

“Thanks. I'll remember that. But I have other appointments to keep today.”  Nocturne thought back to what Pinkie said, and added grumpily, “I'll also need to have a little heart-to-heart with Spike today.”

Applejack couldn't help but grin, “Ya know, she ain't wrong.”

“Oh, shut up.”

Later in the day, Nocturne was in Fluttershy's cottage, helping her feed her animals.  They had gotten to chatting about her past exploits with her friends, and Nocturne had shown interest, fascination, and repulsion in varying degrees.

“So . . . .” Nocturne replied to her last story, more than a bit disturbed, “. . . . the spirit of chaos?”

“Oh, don't worry, Nocturne,” Fluttershy assured him, “Discord's nice now. As it turns out, all he needed was a friend. Oh! You know, in a lot of ways, you and he are really alike.”

Nocturne scowled as he took a carrot from a basket on the table, “You have no idea how much that depresses me.”  He placed the carrot in front of Angel, “Here you go, buddy. Tuck in.”

The rabbit looked up at Nocturne, blew a raspberry at him, and turned away.

Nocturne took a step back from Angel's snotty response, “And what's your problem, Fu-Fu?”

Fluttershy gently intervened, “Now, Angel. I know Nocturne is new, and you don't really trust him yet, but give him a chance. Pretty please?”

Angel responded by picking up the carrot, breaking it in half over his foot, and throwing it back, one half for each of them, in Fluttershy's and Nocturne's faces.

Fluttershy rubbed her nose where the carrot hit her and mumbled, “Angel's cranky today.”

“You're a better pony than me, Fluttershy,” Nocturne grumbled as he went to the table to get another carrot, rubbing his forehead for the same reason, “I would've said something a bit more colorful, like 'bratty, ungrateful little sh—'”

“Hi, Nocturne!”

Nocturne jumped and stumbled backwards when he once again saw Pinkie Pie's head appear out of the blue.  This time, she had popped up in the basket full of vegetables on Fluttershy's table.

Nocturne was flabbergasted, “How . . . . . . . how do you do that!?!”

Pinkie seemed to ignore his rather pertinent question and proceeded to chat, “Yeah, so, I was just talking to Rainbow Dash, and she says she wants to be friends with you, Nocturne! But she's still kinda scared of you, and I think she just acts all grumpy when she talks about you 'cause of what you did to her before, but she really wants to bury the hatchet, and she wants me to introduce you two! I thought it was kinda weird how she wanted me to do that, 'cause I thought she already knew you, 'cause of the way she jumped on your case on your first day back, but maybe she just forgot. Hee-hee! Dashie can be silly that way, I guess, but that's usually something I'd do, so I can be really silly like that sometimes, too! More than Dashie! In fact, just the other day . . .”

Pinkie Pie went on and on about some ridiculous, trivial nonsense Nocturne could hardly process, and the stallion sat there, unable to comprehend Pinkie's unending loquacity.  “She . . .” he tried muttering to Fluttershy as Pinkie continued babbling, “. . . just . . . won't shut up. She just won't shut up. Why won't she shut up? Why?!”

“—but it was a big turtle! At first, I thought it was Tank, but it had a sword! Anyway . . .”

“Now, remember, Nocturne,” Fluttershy gently reminded him, “Don't be mean. Pinkie's just trying to be friendly.”

“—makes me wonder if all colts and fillies have to wear a talking hat on their first day of school . . .”

“Good lord, she's still going!” Nocturne groaned under his breath.  Fluttershy glanced at him with a look of passive admonition, and it made Nocturne heave a forced, lamenting sigh.  Nocturne held Fluttershy in such high regard, and as much as he desperately wanted to tell Pinkie to go buck herself, he couldn't possibly let Fluttershy down.

“—so I had to appeal the decision to the Ministry of Silly Trots—”

“PINKIE!!” Nocturne yelled over her talking, and she was instantly silenced, “Will you please just pipe down for five measly seconds?!”  He stopped for a moment and glanced at Fluttershy; her deprecating look seemed to intensify, and he calmed himself, “Look, Pinkie, we've talked about this. Just today, in fact. I'm sure you're a nice pony, but I'm just not up for a friendly chat right now, all right? You might be, but I'm not. I'm just not the 'chatty' type, okay?”

Pinkie's mood seemed to deflate right then and there.  Her repeated, failed attempts at offering her friendship to him seemed to take their toll on her.  “Okay,” she answered sadly, “but if you ever feel like being chatty, I'm your pony, 'kay?”

“Yeah, yeah, whatever,” Nocturne grumbled, then remembered Fluttershy's disapproving look, and forced a smile, “I mean, thank you.”

Pinkie Pie reached out and hugged Nocturne in her death grip, “Bye-bye for now, new bestie!”  She then looked at Fluttershy as if seeing her there for the first time, “Oh! Bye, Fluttershy! Sorry about the B & E!”  And with that, she hopped to the door and out of the house.

There was an awkward pause in the wake of Pinkie's exit, until Fluttershy finally broke it, “That's funny . . . if Rainbow Dash wants to be friends now, then why doesn't she say so herself? It's not like her to be afraid of anything.”

Nocturne looked down at the floor dejectedly, “Sure it is. It's exactly like anypony to be afraid of me.”

“Oh, don't be sad, Nocturne,” Fluttershy put a calming hoof on his shoulder, “Rainbow Dash will come around. She can't stay like that forever.”

“Maybe, maybe not. But you know something? If she did, she'd have every right to.”

There he was.  Making his way out of Fluttershy's cottage and back into the heart of town.  What he'd done to the place could only be guessed at, as was where he planned to go next.

Rainbow Dash hovered above the streets of Ponyville, as far up and behind as possible to avoid being seen, and continued to observe Nocturne.  Judging from his direction, he seemed to be heading to Rarity's place—and judging from Pinkie Pie's exit from Fluttershy's a few minutes ahead of him—her attempts at fraternizing with Nocturne had been a bust.  She could hardly believe that; if Pinkie Pie could even warm the heart of Cranky Doodle Donkey, how could she fail at befriending Nocturne?

This was really driving Dash crazy.

Well, if you want something done right, she thought as Nocturne turned a corner, and stayed on him, you have to do it yourself.  Dash still felt strange about all this sneaking around, but she felt as though she had no choice.  Something about Nocturne made her keep her distance somehow.  How could he be such a changed pony and still be so repellant?

Or was it 'frightening' pony?

“No!” Dash said out loud, “I'm not scared! I'm never scared! I'm Rainbow Dash! Nothing scares me! I'll figure this pony out no matter what! And I'm not gonna let him freak me out again!”  She put a hoof to her mouth when it slipped out, as if she could somehow take it back.  'Again'?  She couldn't believe she'd said that.  She couldn't believe she'd even thought it.

It distracted her so much, she didn't even notice that Nocturne had caught her.

He stared up at her, a combination of caution and confusion on his features, and Dash simply stared back, her own confused/cautioned look mirroring him.  She slowly lowered herself back to the ground her eyes locked onto Nocturne's the whole time.  A long, cumbersome pause began once Dash's hooves touched ground, and went on for an uncomfortable length of time.  Dash fleetingly wondered, What did Fluttershy do when she first met him? What does she do now?  What should I do now?

The pressure of the situation started to get to her, and Dash finally spoke, “Uhh . . . h-hey, Nocturne.”  She felt herself trying to maintain calm and politeness; now that she had Nocturne's attention, she wanted to go off on a tangent, but she kept her cool, mostly for Fluttershy's sake.

Nocturne's gaze slowly lowered to the ground, and his voice was low and subdued as he acknowledged her, “. . . . Rainbow Dash.”

Dash felt her confidence rise a bit (she was still stunned to know it had dropped so much), and she continued, “Look, Nocturne, I . . . I've been wanting to talk to you about something.”

This seemed to be some kind of signal to Nocturne; he turned away and slowly started walking again, “Not right now, Rainbow Dash. Maybe later.”

Dash now started feeling her temper building more than her confidence.  She caught up with Nocturne quickly and stood in his path, “Hey! Here I am trying to make conversation, and you just walk away? What's your problem? You were a lot more willing to talk when we met in the forest—”

“Please, I said not now!” Nocturne raised his voice, prompting a few passing ponies to glance at him, “I have a lot of jobs to get to today, and Pinkie Pie has been bugging me enough as it is. Right now, I just want to be left alone.”  And with that, he walked around Rainbow Dash and quickly made his way down the street, turning the first corner he came to.

Dash was now incensed at Nocturne's insistent dismissal.  “Oh, no you don't!” she retorted, chasing Nocturne to the corner, “Come back here, Nocturne! This is serious business! I want—” she stopped when she turned the corner, and saw that Nocturne was gone.  She was sure she'd seen him turn this corner, and nopony else walking down this street seemed to notice him coming down this way.  And he couldn't possibly be that fast (nopony was faster than Rainbow Dash, at least in her own mind).

So, how had he just vanished into thin air?

Nocturne was surely glad he could still pull some of his old tricks.  Vanishing in the darkness of the Everfree Forest was always easy, so he believed he would be out of his element in Ponyville.  He was glad that being forced to disappear led him to discover he could still do it.

If Rainbow Dash was intent on following him all day, he'd need to.

After distancing himself from the insistent Pegasus mare, Nocturne finally reached Rarity's store and provided his services. Rarity was trying a new suit design incorporating reflective crystals, and needed Nocturne to model it outside in the sun.  Disliking broad daylight in the first place, Nocturne knew that this crystal suit would turn him into a living beacon, and Pinkie Pie and Rainbow Dash would be able to find him easily.  But Rarity had insisted, and Nocturne couldn't disappoint her; he didn't want to alienate her the same way he'd alienated Rainbow Dash.

When it came to Fluttershy's friends hating his guts, one was more than enough.

“Oooooooh!!” Rarity squealed when Nocturne was fully dressed, “It looks positively stunning! I've outdone myself once again! Oh, Nocturne, darling, you look fabulous!”

Nocturne looked down at the crystal suit, and was honestly amazed at how the sun reflected brilliantly off the crystals woven into the fabric.  “It looks incredible, Rarity,” he marveled.

“Ooh, you shameless flatterer, you!” Rarity smiled, playfully poking him with a hoof, “It's only because you make it look so good, you know! I still say that if you get rid of that tacky hat, you could model professionally!”

Shaking his head, Nocturne replied, “No can do, Rarity. I'm not the kind of pony who likes being in the spotlight.”  He took a moment to reconsider; he was, after all, a semi-amnesiac, “At least . . . I don't think I am . . . am I?”

Rarity noticed his hesitation, and put a comforting hoof on his shoulder.  “You'll remember, darling. Someday, you will. I'm sure of it.”

“Remember what?”

“Oh, no . . .” Nocturne quietly groaned as he recognized the voice.  As soon as the words left his mouth, Pinkie Pie stood beside him, her face so close to his, their muzzles nearly touched.

“Found you!” Pinkie shrieked in delight, “Tag! You're it!”  She tapped Nocturne's shoulder so hard, two of the crystals on his suit fell off and hit the grass.

“Pinkie Pie!” Rarity scolded, “Darling, you must be more careful! I slaved over this outfit!”

“Oops! Sorry, Rarity! But that's what you do when you play tag! You tag! Hee-hee! Now, it's your turn, Nocturne! Betcha can't catch me! Hee-hee! Your turn, Nocturne! Nocturne's turn! Turn, Nocturne, turn! Turn, Nocturne, Nocturne, turn—”

Nocturne was confounded, “Since when are we playing tag?!”

“You mean, you weren't hiding because I was it? Wait, am I not it? Who's it, then? Somepony around here is it, I know it!”

Nocturne sighed and began taking off Rarity's outfit, “Look, girls, I'd better get going. It's been a long day, and I wouldn't want to—”

“There you are!”

Another new voice made Nocturne groan some more.  Rainbow Dash dropped down from the sky, making a beeline right for Nocturne.  “Thought you could sneak away from me, huh?” she pressed on, her blazing eyes locked onto the stallion, “Look, Nocturne, you and I need to talk. Now!”

“So, I guess we're not playing tag . . . . oooh! Then how about 'Red Light, Green Light'? Or 'Red Rover'? Or 'Blind Mare's Bluff'? Ooh, ooh! 'Heads-Up, Seven-Up' is one of my favorites!!”

“Rainbow Dash, Pinkie Pie, please! You're disrupting my creative atmosphere!”

“I'm not leaving until I get an explanation from him! And I won't let you outta my sight this time, Nocturne!”

“Or maybe you play cards? How about poker? Or blackjack? Old Maid? Ooh, I know! Moo-Gi-Oh! The label says its for cows, but I don't see why we can't—”

“Darlings, I must insist you keep the noise down! You're causing a scene!”

“Nocturne, out with it! I think you owe somepony here an apolo—”

“STOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOP!!!”

Nocturne screamed at the top of his lungs and flexed his wings to their maximum span, silencing all three mares instantly.  He could feel his temper and emotional balance slipping with each word in this chaotic mess, and despite his best efforts, he had snapped.  Now, Rarity, Pinkie Pie, and even Rainbow Dash were staring at him fearfully, and several ponies walking by had stopped to stare at him the same way.  One mare walking by with her two foals had to quiet the children down, as Nocturne's outburst had made them cry.

It was no wonder—his hideous wings were fully spread, he was breathing harshly and unsteadily through his teeth, and he could feel the glow in his red eyes burning.

The glow in Nocturne's eyes subsided, and he quickly retracted his wings.  He looked, awestruck, at the faces of the three mares, glanced at the frightened and angered looks on the passing ponies, and felt his heart evaporate.  The feeling was quickly followed by another splitting pain in his head, and the feeling of sudden remembrance returned . . .

Fillies and colts screamed at him.  Parents hid their foals from him.  It had been the final straw.  Something had forced him to get angry.  Something had forced him to lash out, to get revenge, to show the whole town what would happen if they pushed him over the line.

Something had forced him to run away, and never come back.

The painful return of his memories sent shivers running through Nocturne's whole body, and spurred him into a present-day parallel.  Almost without thinking, he turned around and ran away, shuddering all over, breathing shakily, and holding back tears.

“Nocturne!” Rarity called after him, “Darling, where are you going? Please come back!”  It was too late.  Nocturne was gone, racing back to the only place he thought to go.

The place he'd gone all those years ago.  On the day he'd snapped the first time.

Rarity, Rainbow Dash, and Pinkie Pie all approached the border to the part of Everfree Forest that Nocturne still called home.  They were accompanied by Fluttershy, as they needed somepony who knew Nocturne best, somepony who knew where he'd go.  Fluttershy had had the situation explained to her, and had a good idea of what had happened: a case of miscommunication gone berserk.

Rainbow Dash had been elected to try and approach Nocturne first, and she stepped forward, close to the trees, and spoke up, “Uhhh . . . Nocturne? It's Rainbow Dash. Look, all I want is to talk. We can do that, right?”

There was a rustling within the foliage, and the four mares were suddenly stricken with a chilling case of déjà vu.  They had been here before, and had done what they were doing now in the exact same instance.  The only things missing were Nocturne's glowing red eyes, but due to Nocturne's condition when last seen, it was likely that they would remain absent.

The group was greeted by Nocturne's voice: “What do you want?”  It sounded cautious, almost paranoid, a bit defensive, but was otherwise melancholy.  Even now, Fluttershy still marveled at how four simple words could convey such a wealth of emotional pain.

Rainbow Dash struggled to continue, but drew a blank as soon as she heard Nocturne speak.  “I can't do this, Fluttershy,” she muttered to her, “Nocturne can't even stand me. He's not coming out just 'cause I asked.”

Fluttershy took a deep breath and took over, “Nocturne, it's Fluttershy. Please come out. I don't want to see two of my friends so upset with each other. Can we please work this out? Do it for me. Please?”

There was a pause, punctuated by a deep, pitiful sigh from beyond the border.  Finally, there was more rustling of leaves, and Nocturne stepped out into the open, his fedora pulled shamefully over his eyes.

“Oh, Nocturne,” Rarity greeted him in a motherly tone, “Are you quite all right, my dear?”

“Don't be so gloomy, Nocturne!” Pinkie chirped happily, “We're here for you! And we're gonna make you smile again! YAY!”

“Rainbow Dash,” Fluttershy addressed her, “Tell Nocturne what you want to say. Don't keep it all in, okay? Let it all out.”

Dash took a step forward, fumbled with her hooves for a moment, took a deep breath, and finally spoke her mind, “I've been wanting to talk to you about the day we met. You know, when you . . .” she struggled to bring it up, not quite wanting to remember it, but went ahead, “. . . when you hurt me. I know you've changed now, so . . . I just—”

“You're still angry with me,” Nocturne interrupted, “I understand. You have every right to be.”

“Huh?” Dash looked back at him, confused, “So . . . you feel guilty about it?”

“Every day of my life. What I did was wrong, and with all my heart, I wish I could take it all back. I never should have attacked you. I had no right and I had no excuse, and I'm sorry.”

“But, Nocturne,” Fluttershy asked, “If you felt so bad, why didn't you say anything? You could've apologized before, and none of this would have happened.”

Nocturne bowed his head, “I figured, what difference would it make?”  He slowly looked up at Dash, “You already hate me.”

Nocturne's words struck Rainbow Dash like a bullet to the heart.  All this time, she thought Nocturne hated her, and she didn't consider for a moment that the reverse could be true.

“Look, Nocturne,” Dash tried to explain, “I did have a pretty low opinion of you. I admit that. But I never hated you. The truth is . . . . well . . . . . oh, please don't make me say it.”

“Rainbow Dash,” Fluttershy gently insisted, a hint of a reprimand in her tone.

“All right, all right! The truth is . . . I was scared of you, all right? I still am, a little bit. I didn't want to bring up why you hadn't apologized, because I was afraid it would happen again! That's why I got Pinkie Pie involved. I figured, if she could be your friend, she could find out for me.”  Dash paused, sighed guiltily, and continued, “I guess it was a stupid idea. And it wasn't really fair to Pinkie. So, I'm sorry, okay?”

Pinkie quickly reached out and hugged Dash, “I forgive you, Dashie! I actually had lots of fun with Nocturne! Sure, he's grumpy and quiet, but he's a good pony!”

Despite maintaining his shame, Nocturne couldn't help but grin under his hat.  “You don't have to apologize, Dash,” he replied, “I'm not the best at communicating, either. I should have apologized sooner. In fact, this all started because of what I did. I'm the pony at fault here, and I need to own up to it.”

“Oh, darlings, it doesn't matter who's at fault!” Rarity intervened, “The matter is settled, isn't it? And there will be no more ill feelings between the two of you from here on out.”

“Rarity's right,” Fluttershy agreed, “It's all in the past now. And now, you two have a chance to start over and be friends.”

Dash nodded, “Yeah! Good idea, Fluttershy!”  She turned back to Nocturne and offered a hoof, “I'm Rainbow Dash, fast flier, aspiring Wonderbolt, and all-around awesome pony!”

The stallion grinned a little more, and bumped hooves with Dash, “Nocturne. Former 'phantom pony', and not much else. If I had more background, I'd fill you in, but that's all I've got.”

“Eh, don't sweat it,” Dash replied good-naturedly, “Like Fluttershy said, let bygones be bygones. And just so you know,” she added with a wink, “I forgive you.”

Now, Nocturne had a true smile on his face, “Thanks, Dash.”

Nocturne's Log

Day 12 of my return to the city

I'm still dealing with the long-term effects of what I've done as 'the phantom pony of Everfree'.  Having a past as heinous as mine has made me closed-off, to say the least. It's not easy to take responsibility for the things you've done, and the worse the act, the harder it gets.  Before I came back, Fluttershy's friend Rainbow Dash had confronted me in the woods, angry at what I had done to Fluttershy earlier.  My response was unforgivable, and I was so sure that, on top of already having a bone to pick with me, Rainbow Dash would despise me indefinitely.

I was wrong.

At least, partially.  She didn't hate me, but I still understood her opinion of me.  She, like many other ponies, still feared me.  So much so, in fact, that she felt the same way toward me as I did toward her.  Strangely enough, I wasn't the only pony to learn this lesson today—don't keep bad feelings locked up.  Make sure your friends know exactly how you feel, especially if you're around friends you can trust.  If ponies don't know what's in your heart, it could clash with what's in theirs, and that could lead to disaster.

It's going to be a rocky road, but things between Dash and myself have given us a good start.  She, like Fluttershy, showed me that no matter what you've done or who you are, nopony is irredeemable.  All you have to do is speak your mind, and say what you feel.

Thank you, Rainbow Dash.  You may be a raving egomaniac, but you're not so bad after all.  I only hope you feel the same about me.

Taking the Bully By the Horn

Scores of young ponies filed out of the school building on a crystal clear afternoon, talking animatedly with each other and happy to be out of school for the rest of the weekend.  The very excited Cutie Mark Crusaders quickly found each other and gathered together to start their plans for the rest of the day.

“Well, if Miss Cheerilee is right,” Apple Bloom began, referring to their teacher's lesson on cutie marks, “then we should start with what kind of ponies we are. Since I'm an Earth pony, I think we should start with somethin' like a nature hike in Whitetail Woods!”

“No way!” Scootaloo rebutted, “Let's see if Rainbow Dash will show us how to make a tornado! She is so awesome with the weather!”

Sweetie Belle was about to wonder aloud whether Twilight (or less likely, Rarity) would teach her some special Unicorn spells, but her mind wandered to something else for a while.  Something—or, rather, somepony—who, despite her never seeing him, had recently become a part of her life.  Somepony she hadn't thought about since that horrible incident with the Lamia . . .

“You ever wonder how Nocturne got his cutie mark?”

The other two froze and turned to her, staring incredulously.  “Nocturne?” Apple Bloom asked.

“Sure,” she replied, “Why not? He's a pony, too, right? And he got his cutie mark, didn't he? Well, he's been hanging out with Fluttershy a lot, and he does work for my sister—and yours, too, Apple Bloom—while we're in school. He's around, but we never got the chance to thank him properly for saving our lives. I'll bet he'd tell us how he got his mark if we start over and be friends!”

“Leave it to you blank-flanks to make friends with a freak like Nocturne!”

The Crusaders all turned toward the spoiled, snotty tone of Diamond Tiara.  Indeed, there she was, walking with her friend, Silver Spoon, a short distance away.  Based on the smug looks on their faces, they'd overheard just about everything.

“Who asked you?!” Scootaloo defended, “And besides, Nocturne's way cooler than you think! He beat up a Lamia!”

“He sure did!” Apple Bloom added, “And he ain't a freak! Just 'cause he's different, don't make him a freak!”

Diamond Tiara scoffed and rolled her eyes, “And I suppose you three would know about it? I guess it makes sense—it takes a loser to know a loser!”

Scootaloo's wings buzzed angrily, “We are not los—” she was cut off by a rumble that resounded in the ground.  All three Crusaders, and even Diamond Tiara and Silver Spoon, felt the earth rattle under their hooves.  It stopped for a minute, then started again, each new rumble louder and deeper than the last.  It almost felt as if they were . . .

“Hoofsteps?”

A shadow loomed over all five fillies, making them jump.  They looked up at a pony so tall and so wide (at least from their perspective), he almost seemed to block out the sun where he stood.  He was brown, with a short, shaggy, dark-brown mane, cruel black eyes, and a cutie mark in the shape of a mountain that seemed to have a crack down the middle.

“Huh-huh-huh . . .” he gave a chuckle that was one part nasty, one part vapid, “Not 'hoofstep' . . . HoofQUAKE!!”

“Forget it.”

“Oh, come on, Nocturne!” Twilight insisted, “I'm sure a memory spell will help you! I have a really simple one that won't do a lot right away, but it might lead you to remember a lot more, and the headache only lasts for three hours—”

“I said no,” Nocturne replied firmly as he carried a stack of books to Twilight's desk, “I know you're trying to help me, Twilight, but I'm just not comfortable with it, all right?”

“”But why? If I can help, why would you not want to accept it?”

Nocturne sighed, “Well . . . how do I put this delicately . . . I don't trust you.”

Twilight looked affronted at this revelation, as Nocturne predicted.  Passing by with a stack of books in his paws, Spike muttered his say, “I can't say I blame him, after that incident with the bracelets . . .”

“Look, it's not you, Twilight,” Nocturne explained, “You've been a wonderful friend, and I couldn't ask for anything more. But I gave up on trust a long time ago, and old habits die hard. Just give me some time to think about it, all right?”

At that moment, there was a knock at the door, and Twilight went to answer it, “Okay, I understand. But just remember, your friends are there whenever you need help.”  Twilight answered the door, and Nocturne felt uplifted by the sight of Fluttershy on the other side.

But not by the worried expression on her face.

“”Fluttershy, are you okay?” Twilight asked, more than a little worried herself, “What happened?”

“Umm . . . is Nocturne here?”

Twilight stood to one side to let her in and pointed to where Nocturne was.  Nocturne smiled at her, but caught Spike in the corner of his eye, giving him a knowing smirk.  “Not a word,” he grumbled at him, “I mean it. Not one.”

“Oh, Nocturne, thank goodness I found you here!” Fluttershy rushed in and approached him, “I need your help. See, the Cutie Mark Crusaders came to me earlier today, and they were really upset, and I said I'd help them, but I don't think I can do it alone. But I can't let them down, and I know you'd know what to do, so . . . . would you help? Please?”

Nocturne was taken aback by Fluttershy's anxious loquacity.  Clearly, this was important enough to require such a lengthy description.  “Of course I can help, Fluttershy,” Nocturne answered calmly, “What happened with the . . . wait a minute. 'Cutie Mark Crusaders'? Who the heck are they?”

Twilight stopped to explain, “Oh, that's just a little name they give their group. That's Apple Bloom, Scootaloo, and Sweetie Belle, you know, the fillies that got captured by that Lamia. Remember?”

“Oh, them,” Nocturne remembered, thinking back to that very day—he'd kept to himself his feelings over brutalizing their foalnapper.  “Well, what's the problem?”

Fluttershy explained, “Well, I brought them with me to find you. I told them to wait outside. See, there's this colt that just transferred into their class, that other ponies call him Hoofquake. He does nothing but pick on ponies that are smaller than him, and the smaller they are, the worse he acts, and nopony will stand up to him! It's like . . . it's like they're as scared of him as . . . well, as . . .”

“As they were of me,” Nocturne finished for her in a low, solemn voice.

“Well, we can't just sit around and do nothing!” Twilight spoke up, “We need to teach that big bully a lesson!”

“But,” Fluttershy stopped her, “I . . . I don't think it's that simple, Twilight. I mean, he is awfully big. Bigger than any colt I've ever seen—”

“So what?!” Spike interrupted, “Big or not, a colt is a colt, right? Besides, Twilight's already proven that she's the best Unicorn spellcaster in Ponyville! Heck, maybe even in all of Equestria! And Nocturne? He's the 'phantom pony of Everfree', for crying out loud! It doesn't matter how big this guy is, he's a pushover in this town!”

“Now, calm down, Spike,” Twilight quelled Spike's speech, “This is a problem that shouldn't be solved with magic or fear. Whoever this colt is, he's behaving childishly and cowardly, and needs to know it.”  She turned to Fluttershy and Nocturne, “And I, for one, think that asking Nocturne for help was an excellent idea! Nocturne, you told us that the memories you got back were of your foalhood, when you got bullied, right? So, you have experience with that, maybe even more than Fluttershy. You can give a lot back to the town if you help the Crusaders solve this problem.”

Nocturne considered this for a moment, and offered his rebuttal, “Two things. One: Twilight, you could tie this guy in a knot with your magic without even trying hard, so you are far more capable of a job like this than I am. And two: what I have of these few, scant traces of recently-recovered memories, it all led to me banishing myself to the woods, and even I don't know exactly how that happened! So, I put it to you—how exactly will I be helpful here?”

There was a short pause in which all present seemed to consider Nocturne's words.  Afterwards, Twilight stepped up to Nocturne and looked at him earnestly, “Like I said, not every problem can be solved with magic or violence. Besides,” she put a hoof on his shoulder, “you need this as much as they do. It'll help you build a rapport with them, and it'll be good for you, too. At least think it over.”

Fluttershy sat next to him and looked deeply into his eyes, “Please, Nocturne. I know you can do it. I believe in you.”

Nocturne sighed and pulled his hat over his eyes.  He'd never considered that regaining his memories would bring back all the pain he was trying to avoid, and he'd never thought for an instant that he'd have to revisit these sad memories after regaining them.  In fact, he felt himself unwilling, almost completely unable, to bring himself to do it.

But Fluttershy needed him. And after all he'd done in the past, he couldn't walk away now.

Nocturne sighed and rolled his eyes, “Fine. I'll do it.”

Fluttershy smiled and hugged her friend, and Nocturne weakly returned it.  Twilight nodded, also smiling, “Good for you, Nocturne. I know you'll know what to do. Okay, bring them in, Fluttershy.”

Fluttershy nodded and went back to the door, holding it open, “Okay, girls, Nocturne is here, and he's ready to talk to you. Don't be nervous, okay? Come on in.”

One at a time, Apple Bloom, Sweetie Belle and Scootaloo crept in through the door of the library.  They glanced at Fluttershy on the way in, saw Twilight and Spike standing further away, and standing next to them, almost comically out of place, was Nocturne.

All three Crusaders froze where they stood, mouths agape.  This was the first time they'd seen Nocturne in person since he'd saved them from the Lamia.

Fluttershy started getting nervous, “Umm . . . girls? Is everything okay?”

The resulting pause was long and unsettling.  Finally, Apple Bloom broke the silence, “Uhh, yeah, Fluttershy. We're, uh, just . . . not quite used to Nocturne just yet. Kinda . . . well . . . surprised us.”

Nocturne shrugged and muttered, “Yeah, I have that effect on ponies . . .”

“It's all right, girls,” Fluttershy assured them as she walked up to Nocturne, “I know he looks a little scary,” (Nocturne gave her a dirty look), “but Nocturne is harmless. He can help you. Come on, don't be scared.”

The three girls slowly came toward Nocturne, eying him with a mixture of fear and caution—a look Nocturne had been used to for years—for a good few minutes.  Slowly, Sweetie Belle stepped forward, her fear seeming to mix with curiosity.  She stepped closer and closer, and Nocturne looked back at her oddly, as if wondering what she was about to do.  Sweetie stopped when she was at leg's length, and her head turned to the side as she continued to stare at Nocturne.  Finally, she stepped a little closer and spoke in a soft voice, “Thank you for saving our lives.”  She then did something that only Fluttershy had dared to do—she hugged him.

Nocturne looked panicked as Sweetie Belle hugged his front leg, but he didn't move until Sweetie Belle released him.  She looked up at him with a sweet smile, as if forgetting everything that had ever been said about the 'phantom pony'.  Right now, it was just Nocturne, the pony who could help them with their problem.

Apple Bloom and Scootaloo came forward, stopping just behind Sweetie Belle.  The girls looked at him, slowly gaining comfort in their company, while Nocturne looked back, the awkwardness dispersing at last.  “So,” Nocturne began, rubbing the back of his neck with a hoof, “I hear you three are having bully problems.”

Sweetie Belle nodded, “Yeah. There's this new colt at our school that likes to pick on us, and we don't even know why.”

“An' it's not just us, neither,” Apple Bloom added, “He picks on everypony in our class, just 'cause he's bigger'n all of us!”

“He likes to slam his hooves into the ground and make it shake,” Scootaloo complained, “If I could fly, he wouldn't be able to . . .”

“Calm down, kids,” Nocturne insisted, “Believe me, I get it. For obvious reasons, I wasn't exactly the King of Popularity, either. But there are ways of getting this kid off your backs.”  At this, all three fillies looked at Nocturne expectantly, staying focused so as not to miss the gem of wisdom they needed.  “Uhh, well . . .” Nocturne began, trying to remember what he'd done in school to repel the bullies, “uhh . . . look, he's just trying to get a rise out of you. That's what bullies want, to get your reaction. If you ignore him, he won't have a reason to bug you, right?”

There was another long, awkward pause, in which Twilight raised an eyebrow, Fluttershy frowned, and Spike facepalmed.

The girls looked back at Nocturne in confusion.  “'Ignore him'?” Scootaloo snapped, “That's the best you got? We could've come up with that on our own!”

Nocturne cleared his throat (Scootaloo flinched) and muttered to Fluttershy, “I think I'm losing them. This mentor thing isn't for me, Fluttershy.”

“Don't panic, Nocturne. They'll come around. Just stay positive.”

Nocturne sighed and looked back at the Crusaders, “Look, I know it doesn't sound like golden advice, but it's the best I got right now. Besides, if you give it a shot, it might help. And if it doesn't, well . . .” at this point, it was almost a reflex to say something rude, like 'then, tough rocks', but he fought it, and continued nicely, “. . . then, come back and tell me what's going on. I'll . . . I'll think of something.”

The girls glanced at each other, silently debating whether this was a good idea.  Finally Apple Bloom shrugged, “Alright, we'll try. Thanks a lot for your help, Nocturne.”

“Yeah, we'll try,” Sweetie Belle agreed, “But if it doesn't work, you'll still help us, right?”

“It would be best to keep yourself available, Nocturne,” Twilight spoke up, “If you approach Hoofquake, you may be able to reach him better than they can. In fact, as long as you approach him calmly and maturely, you may just succeed, and it shouldn't be a problem for anypony.”

Nocturne suddenly looked repulsed, as if he'd been asked to put in an extra shift at a detestable job.  He mumbled for a minute, struggling to reply in the positive, until prompted by an elbow from Fluttershy.  “Yes, of course I will.”

Once again, colts and fillies galloped out of the school building, their classes over and the rest of the day before them.  Apple Bloom, Scootaloo and Sweetie Belle walked together, keeping an eye out for their new pursuer.  It wasn't long at all, though, before he found them; Hoofquake, the tall, fat Earth pony colt with the cracked mountain cutie mark was back.

“Huh-huh-huh,” Hoofquake laughed his insipid laugh with a voice deeper than any grown stallion, “Little wimpy ponies. Aren't you cute? Huh-huh-huh . . .”

“You better just back off, you big lump!” Scootaloo barked, “We're not gonna—” she was interrupted by  a shove from Apple Bloom.

“We're tryin' to ignore 'im, remember?” Apple Bloom muttered, “Just like Nocturne said.”

Scootaloo sighed, but nodded, turning and walking away with her friends.  They all felt a little victorious when they heard silence, but it didn't last; they felt the rumble under their hooves as Hoofquake caught up with them.

“Where you goin'?” he leered down on them, “Wasn't we havin' a conver-sa-vation a minute ago? Kinda rude to just trot away, ya know?”

Sweetie Belle cowered slightly, but Scootaloo rolled her eyes.  Nopony spoke a word to him, though, and the Crusaders continued on their way, taking the extra time to walk around him.  They felt rather triumphant once again.

But like before, it was short-lived.  This time, even shorter.

BOOOOOOM!!

The sound thundered through the ground, shaking the three fillies where they stood.  They collapsed all at once from the shaking, and turned their heads back to see Hoofquake, having plowed his front hooves into the ground to make the violent ground vibrations.

“Huh-huh-huh,” Hoofquake guffawed as he pulled his hooves out of the dirt, “Filly drop! Huh-huh-huh . . .”

Scootaloo growled and Sweetie Belle sniffled, but Apple Bloom reminded them, “Just don't react. Remember, he just wants to annoy us.”

Seconds later, Hoofquake repeated his action, harder; another slam of his hooves, and a crack formed in the ground as soon as the Crusaders started moving again.  The crack followed the fillies and leveled the earth in front of them, raising it and making it uneven.  Scootaloo was able to jump and get extra air for a second with her wings, but Sweetie Belle tripped and fell on her face, while Apple Bloom had run straight into a wall of dirt.

By now, Hoofquake was rolling around on the ground, laughing his doofus' laugh, “Huh-huh-huh-huh! What a buncha babies! Huh-huh-huh!! Can't even walk right! Huh-huh-huh-huh!!”

Another day had passed, and the Cutie Mark Crusaders had been back to ask for Nocturne's advice.  This time, they were upset, and desperate enough not to require the aid of Fluttershy or any other pony.  They'd found him at the edge of the Everfree Forest and told him that ignoring Hoofquake hadn't helped, and were anxious for new advice.  Nocturne had sent them away without a lot to use—“Avoid him entirely,” he'd said, “The bully can't harass what the bully can't see.”

The trio discussed Nocturne's weak advice as they sat inside their clubhouse.  “Easy for him to say,” Scootaloo muttered, “Nopony has seen him for years. And we can't just up and hide when things get tough.”

“It ain't like hidin', Scootaloo,” Apple Bloom said, “We're avoidin' him. Like Nocturne said, if we don't see him, he can't bother us.”

“And he won't find us where we are!” Sweetie Belled chimed in, “Our clubhouse is super-safe. He won't bug us here!”

BOOM!

The entire clubhouse shook, and all three fillies tumbled to the floor.  “What was that?!” Sweetie Belle squealed in a panic.

BOOOM!!

Just as the girls made to get up, the clubhouse shook again, sending them back to the floor.  “Oh, no!” said Apple Bloom, as panicked as Sweetie Belle, “I think he found us!”

“What?!” Scootaloo complained, “Oh, come on, why can't that jerk get his own clubhou—”

BOOOOM!!!

Another, much bigger shake cut of Scootaloo's words, and the girls tumbled across the floor, towards the entrance.  It wasn't too much longer before the entrance became a sudden, unwarranted exit:

BOOOOOM!!!!

Screaming, Apple Bloom, Sweetie Belle and Scootaloo tumbled out the door, down the ramp, and onto the ground.  All three girls shook off their daze and struggled to get up just as a large shadow was cast over them.

“Huh-huh-huh,” Hoofquake's oafish laugh thundered above them, “Gotcha! You're it! Huh-huh-huh-huh!”

Sweetie Belle put her hooves over her eyes and started crying.  Scootaloo glanced between her and Hoofquake and flapped her tiny wings threateningly, “That's it! I've had it! Twilight was right; Nocturne should get him to back off of us, personally! It'd be the first useful thing he'd do about it!”

“Hold on, Scootaloo,” Apple Bloom put a hoof on her shoulder, “We might not need Nocturne's help. Let's try somethin' else.”  She then walked up to Hoofquake, having to bend her neck back as far as it would go to see him properly.  “Hey, Hoofquake,” she greeted him, “Why are you doin' this? Why do you feel better pickin' on other ponies? Are ya sad or somethin'? Do ya need somepony to talk to? 'Cause if that's all it is, we can help. You just can't pick on ponies who're tryin' to help ya. If you tell us why you wanna be so mean, we might be able to help you.”

Hoofquake stared at Apple Bloom for a few seconds, as if she were some complicated mathematical equation he was trying to solve.  “Why?” he asked, repeating Apple Bloom's question, “Well, because . . . because it's fun!”  He then picked himself up and slammed his hooves into the ground again, and the vibrations sent through the ground carried Apple Bloom back over to Scootaloo and Sweetie Belle, shaking her and rattling her around.  Hoofquake struck the ground again, even harder, sending the Crusaders rolling and shuddering towards a large, deep mud puddle . . .

“Darling, hold still! We'll never get all this mud off you at this rate!”

Rarity fussed and fretted as she moved several buckets of water with her magic.  She wasn't about to let Sweetie Belle inside without cleaning her off first; she'd been understandably upset at seeing her and her friends covered in mud.  Her reaction had been reduced, however, when the fillies had explained who was behind their misery.  This didn't stop her, though, from keeping all three of them outside the boutique until they had been properly cleaned.

“Oh, that brute!” Rarity cursed, “How could he mistreat my precious little sister like this! Why, if I weren't the sophisticated lady that I am, I would give that little ruffian a good thrashing!”

“He probably wouldn't care,” Scootaloo muttered angrily, closing her eyes as a cascade of water came down on her, “he'd just laugh and do the same to you.”

“Oh, nonsense, I'm quite sure if somepony stood up to that beast of a colt, then he would learn his—oh, Twilight, Fluttershy! What a surprise!”  Sure enough, the Unicorn and the Pegasus both trotted briskly up to Rarity and the Crusaders' makeshift bathing area.  Behind them, Nocturne plodded along, wearing his usual brooding look.

“We came as soon as we heard,” Twilight explained, “Are you girls okay? He didn't hurt you, did he?”

Scootaloo continued to mutter, still scowling, “If by 'hurt', you mean 'humiliated and helpless', then yeah, we're pretty badly hurt.”

Apple Bloom looked upset as she added, “He didn't even listen to reason, Twilight. I don't know what kinda bully he is, but I think he might be the worst kind!”

Nocturne sighed behind Twilight and Fluttershy, rubbing his forehead with a hoof, “I'm gonna assume my advice didn't work . . .”

“This has gone beyond simple advice-giving, Nocturne,” Twilight turned toward him, “Hoofquake obviously doesn't respond to disregard or avoidance, or even reasoning. If somepony doesn't stop him, this could get ugly.”

“So what else can I do about it?” Nocturne replied, “I've done all I can, and this rotten kid is just not gonna stop. Unless you want to form an angry mob and run him out of town—”

“Nocturne,” Fluttershy gently scolded, “It shouldn't have to come to that. If somepony could talk to Hoofquake, show him that what he's doing is wrong, then he'll stop.”

“Fluttershy, he won't listen to just anypony, you'd need to—” Nocturne stopped when all eyes were on him.  It was clear what was about to be asked of him.  In response, Nocturne smiled and let out a phony laugh before frowning and replying, “No.”

“Come on, Nocturne, you know how to handle bullies,” Twilight reminded, “Even if it is vague, you still remember. I know you do.”

“Besides,” Fluttershy added, “You can get his attention just from . . . well . . . the way you look . . . oh, not that that's a bad thing or anything, but . . . you know, it would help . . .”

“Forget it,” Nocturne said firmly, “I have a hard enough time dealing with Pinkie Pie. And this is just a kid. I'll end up scaring him, and I've done enough of that as it is.”

“Would it really be a bad thing?” Scootaloo grumbled.

“Nocturne, darling, please,” Rarity pleaded, caressing Sweetie Belle's wet mane as she sniffed miserably, “If you can help, please do. It's not just my sister and her friends, you know. He'll do this to any of the other foals in town.”

Nocturne groaned and massaged his forehead again, “I knew I never should have promised to do this.  Now you're gonna hound me until I do.”  He went over as many ways as he could think of to get out of this situation and still satisfy everypony involved; as deeply involved as he was already, he did not feel compelled to do anything more.  And yet, seeing Sweetie Belle, Apple Bloom and Scootaloo like this, frustrated and sad with hardly any options left, made him reconsider weaseling out of an important responsibility.  As little obligation as he felt, those scant traces of bad memories still came to mind.  The scant traces were still enough to cause him pain.

“Look, there he is!” Scootaloo pointed out, and everypony turned to the nearby stretch of road.  There he was, a colt as massive as any stallion, banging his hooves as he walked and creating tremors that even Twilight and company could feel.  In front of Hoofquake were two young colts and a filly building a fort out of sticks; Hoofquake stopped in front of them, grinned, and slammed his hooves into the ground, and brought the fort crashing down into a pile.

The children looked at the pile of dissembled sticks, and looked up at their antagonist, upset.  “Hey!” the colt with tan fur spoke up, “What was that for?!”

“We worked on that all day!” the black-furred colt whined.

“Huh-huh-huh!” Hoofquake chuckled, “Buncha babies!”  He then stomped on the ground again, making more tremors; the vibrations carried the three foals (the filly dropped her doll in the dirt) and sent them collapsing into the pile of sticks.  Hoofquake guffawed again before taking his leave, stamping his right back hoof down on the filly's doll and crushing it.

“No!” the cream-colored filly wailed, “Miss Maple! You stepped on Miss Maple!”

Nocturne saw this, and felt a pang of pain in his heart.  There was once a time when he had been in those kids' position, unfairly treated by his peers.  The pain didn't feel all that different from what he'd felt then; the only difference was that he hardly remembered those terrible events.

Nocturne felt his head split, and suddenly remembered again.

“Ha-ha! What's wrong? Is the blank-flank gonna cry?”

“Please, stop it. Leave me alone.”

“Whatcha gonna do about it, freak?”

“Cut it out! I didn't do anything to you!”

“Why don't you go running to your mommy? Wherever she is!”

“STOP IT!!”

. . . . . . . . . . .

“AHHHH! RUN!”

“Get away from me, freak!”

“Those eyes! Those horrible red eyes!”

Nocturne shook his head to gather himself.  It was another memory of his youth, all right, complete with voices attributed to his young self and his own tormentors.  All this time, he'd thought he'd left that life behind, but seeing this scene play out before him made Nocturne realize that nothing had changed.  Kids still behaved terribly to one another, like they did in his foalhood.  It also made him realize the responsibility he knew he had, and knew he'd promised to take.  It wasn't just for the sake of his friends, or for himself.  It was for Apple Bloom, Scootaloo and Sweetie Belle.

They, and others, were suffering the same way he had long ago.

“Ooooh, that miserable little beast!” Rarity fumed, “I won't stand for his heinous injustice!”

“You're right, Rarity,” Twilight nodded, “It's about time somepony stood up to that bully.”

“I'll do it.”

All eyes were on Nocturne at this sudden change of heart.  “Really, Nocturne?” Fluttershy asked, “You're gonna talk to Hoofquake?”

“I'll do more than that,” Nocturne assured, “I'll make sure he never picks on anypony ever again.”  He watched the fat colt trample down the road, a swagger in his step and a vacant grin on his face, and Nocturne could feel his red eyes burning.  “His flank is mine!”

The next day, Apple Bloom, Scootaloo and Sweetie Belle all stood in the middle of the road, waiting for him to arrive.  Surely enough, there he was, a few yards down the road—Hoofquake, trudging down the road wearing a vacant grin.  The three fillies felt the earth shake underneath them as Hoofquake pounded towards them, but they stood, still and staunch, awaiting this last confrontation.  Sweetie Belle whimpered slightly, but Scootaloo put a reassuring hoof on her shoulder, giving her a determined nod and smile.  There was no backing down now.

Hoofquake saw the fillies coming, and his trampling became faster as he ran to approach them.  “Huh-huh-huh!” he gave his trademark guffaw, “My favorite little babies!”  His speedy, lumbering pace brought him face-to-face with the fillies in little time, but the trio still stood strong.

“Howdy, Hoofquake,” Apple Bloom greeted him, her tone friendly despite the confrontational look in her eyes, “How are ya today?”

Hoofquake cocked his head in confusion, then laughed again, “Huh-huh-huh! Silly babies!”  He then slammed his hooves into the ground again, sending a shockwave rippling at the Crusaders.  This time, though, they were prepared; each filly jumped as high as she could go, avoiding being shaken by the tremor (Scootaloo got extra air by hovering for a split-second).  All three fillies stared on, finally unwilling to take any more abuse.

Hoofquake cocked his head again, even more confused.  “Hey!” he barked, “What's goin' on? How come you ain't cryin'? What gives?”

“We're not really in the mood to play your games, Hoofquake,” Scootaloo replied brazenly, “We came to introduce you to a friend of ours.”

“Friend?” Hoofquake asked, “Is your friend a wussy little foal too, like you?”

“Hey! Horse of the Apocalypse! Over here!”

Hoofquake and the girls turned to an alley at the side of the road; stepping out into the road was Nocturne, his own eyes more determined and forceful than the Crusaders'.

Hoofquake cocked his head for a third time, “Huh? Who the heck are you?”

Nocturne stepped closer as he answered in a flat tone, “Just somepony who's not too fond of watching bullies like you do what they want.”

Hoofquake stared blankly at him, seeming to be at a loss for an answer.  He glanced between Nocturne and the fillies in confusion, took another long look at the stallion, and finally answered, “Why do you care, freak?”

Apple Bloom's eyes widened, Sweetie Belle took a step back, and Scootaloo gave a slight gasp.  They had been made aware of his first encounter with Rainbow Dash while he still lived in the woods.  As such, they were also aware of the things Dash had said, and how Nocturne had reacted to it.  Seeing a fairly accurate re-enactment of that very scene unfold, they expected Nocturne's rage to be unbound.

Nocturne instead scoffed and smirked, “Is that the best you got?”

For a split-second, the look on Hoofquake's face shifted to shock.  He shook it off quickly and pressed his verbal assault, “Wh-what's a skinny creep like you gonna do about it, huh? Not a lot of grub out in the woods, is there, jungle-boy?”

Nocturne gave a fake yawn, “Keep 'em comin', I'm in no hurry.”

Hoofquake's dumbstruck look lasted much longer this time, but he once again regained his footing and kept up the insults, “Well, you . . . y-you're a lame-o fedora-wearing, big-ugly-bat-wing-having, glowy red-eyed mutant pony thing with no parents! So there!”

There was a brief, unsettling pause as Hoofquake glared triumphantly at Nocturne, and the older pony simply stared back nonchalantly.  Finally, Nocturne's reply was curt, direct, and unafraid, “Are you quite finished?”

Now, the look of surprise remained.  Hoofquake looked as though he had spent his entire arsenal, and was now exposed to a counterattack.  It seemed as though, for the first time in his young life, his bullying had no effect on his victim, and it confused him.

The accompanying hint of fear would only grow from there.

When Hoofquake didn't answer, Nocturne continued with a sly grin, “Good. My turn.”

Hoofquake threw a confused look to the Cutie Mark Crusaders, and all three looked back with varying looks of apprehension, confusion and a hint of Nocturne's own slyness.  The colt turned back, and was startled to see that Nocturne was gone.  “Hey!” he bellowed, “Where'd you go?!”

“Looking for me?”

He heard Nocturne's voice behind him and turned to see nothing.  He looked all up and down that side of the road, his eyes darting feverishly back and forth to see where the voice was coming from.

“Over here.”

He heard the voice again, and turned to see nothing.  Now shaking, Hoofquake turned a full three-hundred-sixty degrees, and saw nopony there except Apple Bloom, Sweetie Belle, Scootaloo, and two or three passersby.

“Wrong way,” went Nocturne's sing-songy voice from above, and Hoofquake looked up, once again seeing no source for the voice.  “Missed me again!” Nocturne's voice taunted him, and he turned again, indeed missing him.

“Wh-what's goin' on?!” Hoofquake asked nervously, “Wh-what are you doin', playin' around or somethin'?!”

The voice whispered in his ear, “Does the phrase 'scared straight' mean anything to you?”

Hoofquake turned and missed Nocturne again.  “Wh-wh-what's the b-big deal?” he stammered, his nervousness now irrepressible, “Th-they're j-just a bunch of w-wimpy babies! Wh-who cares?”

One more turn, and Hoofquake finally spotted Nocturne, his face staring into him point-blank, his eyes burning brighter than two red suns.  “I DO!!”

Hoofquake whimpered, crouched down and crept back, inching towards the fillies.  At last, his will to continue had dissolved entirely.  Now, Nocturne had the upper hoof.

“You got that cutie mark for a reason!” Nocturne growled, advancing on Hoofquake further as the latter backed away, “I'm sure it's far better than any reason you may have to pick on ponies smaller than you! That mark is a privilege, and the maturity it represents is wasted on your bullying nonsense! So instead of wasting your life making these poor fillies miserable, try making yourself useful to society and start doing what you were given that mark for!”  Nocturne stopped and stood straight, the glow in his eyes disappearing as he finished calmly, “Are we clear?”

Hoofquake merely nodded vigorously, the words quite literally scared out of him.

“Good. Now you apologize to these fillies right now.”

Hoofquake turned toward Sweetie Belle, Scootaloo and Apple Bloom, shaking and stuttering as he spoke, “I . . . . I-I'm sorry. I'll . . . I'll n-never be mean to you again. I p-promise.”

Sweetie Belle took a cautious step forward and reluctantly replied, “Uh . . . . apology accepted?”

“Fat chance,” Scootaloo grumbled, “You may be sorry, but it'll be awhile before you get my forgiveness.”

“Well, you did act really bad before,” Apple Bloom recounted, “but I think we can forgive you. But only if y'all promise to apologize to everypony in Ponyville that you ever picked on. Deal?”

Hoofquake glanced from one filly to the next and back again, seeming to search for sincerity in their eyes.  Finally, he muttered, “O-okay. I'll . . . I'll do that.”

Nocturne gave a single nod, stepped back, and sat down in the road.  “Go on home,” he said, gesturing his head to one end of the road.  As Hoofquake stared at him, fearful surprise plastered on his face, Nocturne sighed, “Oh, relax. I was never going to hurt you. I had to get your attention, and I got it. That's all.”

Hoofquake's line of sight trickled down to the ground.  His simple, toneless reply: “Oh.”

Nocturne continued, much more serenely than before, “You have a lot to think about, kid. Go on home.”

Hoofquake nodded again and started walking away, his steps now slow, soft, and completely devoid of their signature rumble.

The three fillies all stepped up to Nocturne, their looks a combination of awe and gratitude.  After a brief silence, Sweetie Belle spoke first again, “But . . . . . you're a Pegasus.”

Nocturne was thrown by the unexpected statement, but his usual smart-aleck demeanor took it over as he glanced back over each shoulder.  “Hmm,” he deadpanned, “Well, that would explain the wings.”

“No, no, not that,” Apple Bloom explained, “I think she meant that, well, the way you moved around Hoofquake like that, and threw your voice and all, it looked like magic. You know . . . Unicorn magic?”

Nocturne chuckled and shook his head, “No, no magic necessary. I picked up a few parlor tricks in my time in Everfree. Swift movements, agility, ventriloquism, just a part of my . . .” he hesitated, the guilt now creeping up on him at having seen the frightened look on Hoofquake's face, “. . . my resume.”

“Well, I think it was pretty cool!” Scootaloo spoke up excitedly, “You showed him who's boss, and you got him off our backs!”

“Yeah, it was awful nice of you to help us out, Nocturne,” Apple Bloom added, “Thanks a bunch.”

Nocturne shrugged, “Well, I was like you three once. I had a rough time, too. But you three handled it a lot better than I did at that age . . . .” he hesitated again, finishing those words in his mind, or the way I did lately . . .  He sighed again before continuing, “Look, I'd appreciate it if you girls only rely on me as a last resort. The way you stood up to Hoofquake before I showed up, that's a great way to handle bullies. If this guy weren't so stubborn, he'd have backed off much sooner. So, only come to me when all else fails, okay?”  All three fillies nodded dutifully.  “Oh, and one more thing,” Nocturne added, “That whole speech about cutie marks I made earlier?”  He glanced from side to side, looking for any eavesdroppers, before crouching down and putting on his sly grin again, “Don't be afraid to toss that one out there if those two little rich snobs get on your nerves again.”

The Crusaders all giggled at Nocturne's reference to Diamond Tiara and Silver Spoon, and they all reached out to hug Nocturne.  Nocturne smiled and hugged them back for a while, their gratitude warming him up inside, before turning to leave.  He left feeling better than he had in days.  He remembered Fluttershy telling him once that there can be personal satisfaction to be had as a reward for showing kindness and helping others; on that day, he felt that she couldn't have been more right.

“Oh, wait, Nocturne?” Sweetie Belle called after him, “Before you go, could you tell us the story of how you earned your Cutie Mark?”

Nocturne turned back to the fillies and saw the eager looks on their faces.  He glanced down at his own cutie mark—the black crescent moon with the eighth note hanging inside—and completely drew a blank.  Like most of his memories, including all memories of his special talent, the reason he'd gotten his cutie mark still eluded him.  He briefly thought back to his lecture for Hoofquake, and realized that he wasn't much different from the confused young colt.  He had a talent, but didn't take advantage of it.  He had a mark, but it meant nothing to him.  He had a purpose, but something made him lose it along the way.

Faking a smile, Nocturne replied, “Maybe some other time. Catch you later, girls.”  And with that, he slowly trotted away, sighing deeply and lamenting over that one memory he wanted back the most.

Nocturne's Log

Day 21 of my return to the city

I never imagined just how much influence my past had over me until today.  I remember being bullied as a colt, and yesterday, I remembered—vaguely, but surely—that my reactions to it were just as bad as when I reacted to Rainbow Dash confronting me for the first time.  I made poor decisions in my youth, and even though I don't remember exactly what they were, that much is still clear to me.  These poor decisions hold such sway over my adult life, it almost cost the will and confidence of three young fillies I've already helped before.

Rainbow Dash's young friend and Applejack's and Rarity's younger sisters were among the first ponies to approach me willingly since my exile.  The circumstances weren't quite favorable, but I did what I had to do to keep them from bothering me—I saved their lives.  Maybe I made a good choice for a selfish reason, but it makes sense that, after that, they would approach me for help with a problem I once had: bullying.  I was averse to the idea, but Twilight And Fluttershy insisted.  I know now that they shouldn't have had to; with my feelings toward such a subject, it should have been my responsibility to stop it however I could.  But I didn't, at least not right away.  At first, I thought I had no responsibility to do this, that all I had to do was talk to these three fillies and give lackadaisical advice.  Once I realized it was wrong for me to be so lacking in this respect, I couldn't understand why I felt this way.  It wasn't until Twilight pointed it out to me sometime after the fact, but I understand it a lot better now.  I may have been too afraid to confront the “Cutie Mark Crusaders'” bully because I was afraid to recall more events of pain and anguish stemming from my own bullying troubles in my youth.

In short, I was just as afraid of this bully as Scootaloo, Sweetie Belle, and Apple Bloom were.

But all four of us learned an important lesson today.  Shame and fear shouldn't stop you from standing up for yourself, and if you need help from others, their strength can become yours.  Especially if they have the experience to back it up.  I may not remember my past in full, but what I do remember will be used to help whomever I can, whenever I can.  Those three little fillies have been bullied before, so now, if they ever come to me for more assistance, I will not hesitate.  I'll do everything within my power to help them through their hardships.

And to Sweetie Belle, Apple Bloom and Scootaloo: I promise, someday, if I ever remember the day I got my cutie mark, you three will be the first to know.  Consider it a thank-you for helping me far more, and far better, than I helped you.