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.