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,

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