Kind Light - A Gentle Dark Supplemental

by LightningSword

Chapters

• Day 1
• Day 2
• Day 3
• Day 4 - 5
• Day 5 continued
• Day 5 concluded
• Day 6 and 7

Day 1

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.

But did he mean to?

Fluttershy sat off to one side of the kitchen as Pinkie Pie hopped from one end to the other and back, picking up different ingredients for the cookies they were baking together.  Since yesterday, Fluttershy wracked her brain over this strange encounter she'd had.  All of Ponyville considered Nocturne to be a monster, and by her experience, she could agree.  In many ways, Nocturne was every bit the beast they said he was.  The rage, the horror, the unabashed evil, it was all too clear.

So why would Nocturne do something kind for a little squirrel?

“OOH!” Pinkie Pie squealed, “Chocolate chips! Lots and lots of chocolate chips! Ooh, and we need some walnuts! OOH! OOH! And cinnamon! I love cinnamon! Mmmm, these cookies are gonna be so nummy in the tummy!”

Fluttershy smiled at Pinkie's enthusiasm, but once again, her thoughts went back to Nocturne.  She had done so much thinking on the subject, she was afraid Nocturne had some kind of spell on her, and it affected her long after she'd run from him in those woods that day.  He was a monster, or at least looked like one.  But to scare away a pony and then perform an act of kindness for a squirrel stuck in a tree branch minutes later?  It just didn't make any sense.  If he was such a monster, why be kind to anypony or anything at all?

Fluttershy knew better.  After all, she represented the Element of Kindness.  She knew kindness could not be convincingly faked, and what she saw came straight from the heart.  However small it was, that act was pure and true, and it made Fluttershy absolutely certain that that meant Nocturne's 'phantom pony' act was just that: a facade meant to drive ponies away.  Why, she didn't know, and how long he'd be willing to go on like this, she was even more unsure of.

Getting close to him was the key.  And these cookies were a step in the right direction.

“Hey, Fluttershy!” Pinkie called, “I'm awful glad I could make you feel better by helping you with these cookies! Oh, you should've seen how scared we were for you! Twilight was all, 'She shouldn't be in there alone!', and then we heard you go, “AAAHHHHHHHHH!!!', and then we were like,” she gasped loudly, much like she herself had at the moment she recounted, “And then I was like, 'Who ya gonna call?!', and then you came running out, crying, and then we went to check on you, and Rainbow Dash was all like 'I'm sorry', and then you went to save the squirrel from the clutches of the wicked Nocturne! You're a hero, Fluttershy! And then we started baking you some hero cookies! YAAAAAAY, FLUTTERSHYYYYYYYYY!!!”

“Oh, Pinkie Pie,” Fluttershy gently deprecated, “I'm not a hero. I didn't even help that squirrel. I wish I could have, but I didn't.”

Pinkie stopped, “Wait, so . . . you didn't get there in time? The wicked Nocturne gobbled up that poor little defenseless squirrel!?!”

“No, no,” Fluttershy corrected, “The squirrel's fine, Pinkie. But I didn't save it. I'm not a hero.”

Pinkie Pie looked confused, “So, does that mean no hero cookies?”

Fluttershy couldn't help but smile again, “Yes, we're still baking cookies. But they're not for me. They're for . . . . a friend.”

“Oh!” Pinkie Pie replied, enlightened, “Well, who? Is it Twilight? Or Rarity? Maybe Applejack? Ooh, ooh! Rainbow Dash! I know! It's a thank-you to Rainbow Dash for helping you become more assertive, like she said! She made you a hero! That makes Rainbow Dash a hero! Hero cookies for Rainbow Dash! YAAAAAAAAAY, RAINBOW DAAAAAAAAASH!!!”

Fluttershy didn't argue, but she didn't agree, either.  The less Pinkie Pie knew, the better; she couldn't be sure that she could keep this a secret.  She had said that these cookies were for a friend, and as long as Pinkie knew that much, it was fine.  Truthfully, she felt guilty about lying to her friends (omitting the truth was just as bad, if not worse), but she didn't want them to worry.  She didn't know if she could convince them all that Nocturne was actually safe, but she still had to try, even if she had to do it by herself.  She was sure that if Nocturne was capable of a small good deed, then he really was a good pony deep down.

And a small good deed done for him was the first step to showing Ponyville who he really was.

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.

But would he stay gone?  Or could she find him again?

Fluttershy continue to reflect on Nocturne as Rarity inspected several different fabrics hanging around in her boutique.  Having the means to quell Nocturne's rage was one thing; finding him, that was something else entirely.  Fluttershy decided that simply confronting Nocturne directly would be the best approach; until then, she still had to do something else for him.  After all, cookies were nice, but somewhat insufficient.

That's why Rarity looked around for the perfect material—for a blanket.

“Hmmm . . .” Rarity pondered, “Well, this lovely satin should do it . . . . or maybe damask would be a better preference . . . . oh, I just don't know! Fluttershy, darling, I'm having far too much trouble choosing! It would be better if I knew this friend of yours. What's he like?”

Fluttershy began to blush in mild shame; she hadn't been expecting this.  “Umm, well,” she tried explaining, “He's, uhh . . . he's kind of shy, like me . . . but he doesn't get out a lot . . .at all, really . . . and, I think . . .”  Fluttershy stalled for a minute.  Now that she thought about it, no one had ever said if Nocturne was ever seen outside the Everfree Forest.  All incidents related to him in the past involved him scaring somepony who had wandered too far into his area of the woods.  He'd probably never been in Ponyville before.  “. . . . I think he's really lonely,” Fluttershy continued, more steadily, “and he doesn't want anypony to see that. So, I wanted to do something nice for him. You know, to reach out to him, and show him that he's not alone.”

Rarity's eyes went wide for a second, then narrowed as she pointed them at Fluttershy.  “Oh, Fluttershy?” she asked, a bit ominously, “You wouldn't happen to be keeping something from me, would you, dear?”

Fluttershy's heart raced a bit.  How did she know?  What gave her away?  “Umm . . . I . . . I don't know what you mean . . .”

“Oh, Fluttershy, don't try to hide it,” Rarity said earnestly, “I can read you like an open book. The flushing of your cheeks, the stammer in your words, the waver in your voice, that sense of . . . longing . . . I know exactly who this blanket is for!”

Now it was Fluttershy's turn to widen her eyes; she couldn't reply to Rarity's suspicions with anything more than an, “Eep!”

“Oh, yes, you sneaky thing, you!” Rarity teased, stepping closer, “I can see it from miles away, darling. This blanket is for that pony, isn't it?”

Fluttershy stayed silent.  It was over, now.  She'd been caught.

“Yes . . . this blanket is for . . . . . that very special somepony, isn't it?!”

“Rarity, please, I can explain, I—what?”

“Oh, there's no need to be so secretive, darling!” Rarity comforted, “These feelings are hardly controllable! I couldn't blame you for feeling this way about your beloved! Oh, I imagine you feel the same about him as I do about . . . Fancy Pants . . . ooohhhh . . .” she took a moment to swoon, but was back at a moment's notice, “So, this colt-friend of yours, he must mean quite a lot to you, yes?”

Fluttershy glanced between Rarity and the floor.  Her secret was safe, but this was the last way she wanted to save it.  Still, in a way, it felt wrong to answer 'no'; she did find herself caring about Nocturne.  He must've been in some kind of pain, and she wanted to make him feel better, somehow.  Looking back up at Rarity, she grinned a little as she replied, “Well . . . . I guess you could say that.”

Rarity smiled back, with a hint of a schoolmare squeak, and hugged her Pegasus friend.  “Oh, Fluttershy, I'm so happy for you, darling!” she cheered, “Now, you be sure to take care of this young stallion you've taken a liking to!”  She then swept a piece of vibrant-looking wool off a rack on the wall, “And when you give him this lovely little blanket, be sure to remind him that it comes courtesy of Rarity's Carousel Boutique!”

“Thank you, Rarity,” Fluttershy smiled warmly and turned to leave, “Oh, it must get so nippy in those woods at night . . .”

“What?”

Fluttershy felt sheepish at the dead giveaway she'd just uttered, and scurried to recover, “Oh! Umm, I said . . . it must get so nippy . . . without wood to light. Yes, that's it, umm . . . see, he's kind of low on firewood lately, you know, for his fireplace? And he can't always keep warm, so, that's what the blanket is for! Umm, I have to go, Rarity. I'll . . . I'll see you later, okay? Thanks again!”  And with that, she went to the door and took off.

Rarity raised an eyebrow in the wake of her friend's bizarre exit.  “But it's the beginning of summer,” she recounted, “Why could he possibly need to keep warm?”  She then shrugged and giggled to herself, “Ahh, matters of the heart!”

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.

The baby dragon looked back at Fluttershy in confusion, “You want me to write what?”

At the library, Fluttershy looked back at Spike's confused glance as he held the card in his hand.  “A thank-you note,” she confirmed, “There's somepony I want to thank for doing something really nice yesterday, and if you'd be willing to write out a little message from me to him, I'd appreciate it.”

“Hmmm . . .” Spike looked inside the blank greeting card, glancing between it and Fluttershy.  “Well,” he answered, “Since Twilight's out picking up some ink bottles, I guess she won't know I took a quick break. And it's for a friend of a friend, so I don't think she'll mind anyway.”  He pulled out a quill and readied for her words.  “Who do I make this out to?” he grinned, as if prepared to sign an autograph.

Fluttershy began quoting the exact words she wanted on the card, and Spike's pen moved in time with her words.  In only a few seconds, the entire message was complete.

“Cookies?” Spike asked as he finished writing, reading over what he wrote, “This guy gets cookies?”

Fluttershy giggled a bit, “Well, I suppose I should thank you for your help, Spike.”  She reached into the basket on her side and gently lifted out a cookie, “Here you go. I made these with Pinkie Pie. Freshly baked.”

Spike took the cookie and began munching on it immediately.  “Mmm! Delicious!” he exclaimed, spewing crumbs everywhere, “Wow! You and Pinkie make great cookies! Thanks, Fluttershy!”

“You're welcome,” Fluttershy replied, then glanced over her shoulder, “Oh, I'd better get going. Thanks again.”

“'Get going'? Already?” Spike questioned, “Can't I have just one more cookie?”

“I'm sorry, Spike,” Fluttershy replied, a little worried, “I, uh . . . I have to feed Angel. I'll see you later, okay? Tell Twilight hi for me.”  She went to the door and left quickly, feeling even guiltier than before.  While she did need to feed Angel later today, it wasn't the cause for her departure.

She hoped she could leave without having to explain herself to Twilight.

“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'.

“I'm sorry I'm late, Spike!” Twilight announced as she walked into the library, a bag of newly bought ink bottles slung around her neck, “The ink shop was surprisingly busy today.”

“Hey, Twilight!” Spike greeted her, still licking his fingers from the cookie he'd just enjoyed, “You know, Fluttershy came by while you were gone, and she told me to tell you 'hi' for her.”

“Fluttershy?” Twilight asked as she opened a drawer with her magic, “Did she need something?”

“Nothin' that good ol' Spike couldn't handle,” the little dragon grinned, “She just needed me to write up a little thank-you card.”

“Oh, really? For whom?”

“She never gave me a name,” Spike shrugged, “Just somepony who did a good deed yesterday, I guess.”

Twilight stopped, the ink bottles she was putting in the drawer frozen in midair.  “What?” she asked urgently, “What good deed?”

Spike shrugged again, “I don't know, something about saving a squirrel. Sounds like a nice guy, if you ask me. Man, that was a good cookie . . . hey, maybe after we're done, we can go pick up some cookies! Sound good, Twilight?”

No answer.

“Twilight?”

Still nothing.

“Hey Twilight, could we go and pick up so— . . . . where'd she go?”

Twilight had disappeared, all but one ink bottle put away; the last one spun around on the floor, as if in the wake of a gale of wind.

“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.

They all scurried away.

Squirrels, chipmunks, rabbits, mice, insects, spiders: all raced away at the sound of his hoofsteps.  All ran scared at the mere sight of his shadow.  All fled in fear from the glow in his eyes.

And it felt good.

Nocturne trudged through the woods, the trees casting perfect shadows over him, as he patrolled his territory.  For years, he'd painstakingly asserted his control over this section of Everfree Forest.  No pony, or any creature of any kind, would step into this area without regret.  He didn't care who or what it was, whether it was a ferocious bear or a harmless vole.

Or a sweet little Pegasus easily prone to crying.

Nocturne shook his head to clear his mind.  Why would that stuttering little trespasser even come back to mind, anyway?  She'd crossed the line, and Nocturne put her back in her place.  She got what she deserved.  He had no remorse whatsoever.

Or did he?

No! he thought, firing up the glow in his crimson eyes, No remorse! No regrets! No mercy! She just better have learned her lesson by now. No one crosses Nocturne! Not pony or beast!

Not anymore . . .

“Umm . . . Nocturne? Yoo-hoo, Nocturne?”

He heard it.  Another trespasser.  The voice sounded familiar, though; he was sure he'd heard it before.  It was coming from the edge of the woods, so he swiftly made his way through the trees and bushes in deep shadow to cut it off before it could enter.  It was simple enough; years of exile made it easy to see in the dark.

“A-are you there? I . . . I have something for you. I just wan—oh!”

The voice was cut off as Nocturne hid in a bush on the border of the woods, his fiery eyes aglow from within.  He knew he'd recognized that voice; it was that little yellow pest, the one he'd sent crying from the forest only yesterday.  First, she came back to mind, now she was back in person?  What did she think she was doing?  And how could she possibly not have learned to stay away?

And she brought company?  The sheer, infuriating audacity!

The Pegasus set down the basket she'd been carrying on the grass.   Her friend, one of the Unicorns he saw yesterday, crouched for a minute in defense, but the Pegasus stopped her.  She reached out and pushed the basket gently towards him, as if in offering.

What in the world was she doing?

“Um . . . I just wanted to give you this. As . . . well, as a thank you. For what you did for that squirrel yesterday.”

Nocturne glanced from the Pegasus, to her Unicorn friend, to the basket, and back again.  This was highly disconcerting.  Yesterday, she looked as though her encounter with Nocturne—the 'phantom pony' himself—had scarred her for life.  Now, here she was, back to the forest (with a friend, no less), making some kind of a peace offering.  Did she expect him to be willing to forgive and forget?  Was this some kind of ceasefire treaty?

Nocturne narrowed his eyes.  No hatchets would be buried today.

“This is your last warning,” he growled, “Stay away from me and my forest, or else.”

This seemed to set off something in the Unicorn, “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—”

The Unicorn's caustic words made something flare up in Nocturne's heart.  Some sort of searing pain, one he'd struggled to suppress his entire life, sprang up again.  It brought so many things back, so many things he'd tried so hard to forget.  It brought back tears, rage, fear, the feeling of being alone.  It brought back a childhood of torture worthy of Tartarus.

Oh, no.  This had to end, now.

Nocturne flexed his wings, and the horrific, hideous things burst from the foliage on either side of him.  He made his rage known with a deadly roar, “NOW!!”

Both of them squealed.  This seemed to do the trick.  He loved it when ponies could take a hint.

“Okay,” the Unicorn replied, chastened, “Uh . . . have a nice day.”  She and the Pegasus then turned tail and ran back into town.

The Pegasus, though, stayed for one last sickly saccharine word, “Umm . . . I-I hope you like the basket.”  She then raced away, begging her friend to wait for her.

Good riddance.

Just what was that little pink-maned nuisance thinking?  She had come face-to-face with a living nightmare, and she had the nerve to come back?  Was she stubborn, insane, or just plain stupid?  In any case, she was gone, and this time, it seemed she would stay gone.

Nocturne turned to leave, but something kept him in place.  A faint aroma wafted through the air.  Cinnamon . . . chocolate . . . it smelled incredible, unlike anything he'd smelled in years.

Cookies . . . . ?

Nocturne slowly poked his head out from the brush, sniffing the air and letting it lead him to the basket the Pegasus had left behind.  According to her, this was her token of appreciation for his act of compassion (which he was already starting to regret).  He would have rejected this gift, but he could feel his stomach churning.  He was starving, and at this point, it didn't pay to be too proud or too picky.  Looking around to make sure nopony was there, he gripped the end of the basket with his teeth and dragged it into the bushes.  Soon, both Nocturne and the basket were gone from view.

Already, the smell got stronger, and better.

Once a good distance back inside the woods, Nocturne sat down, looked inside, and saw that there was indeed a pile of freshly-baked cookies inside.  He took a cookie, and took a bite, and immediately, he felt a burst of pleasure go off in his mouth; it was wonderful.  He'd never eaten anything so sweet and delectable in his entire life.  He was finished with two more cookies when he noticed the blanket, and when he saw it, he noticed one other object with it.  Tucked into a fold of the woolen fabric was a small slip of cardboard; upon pulling it out, Nocturne saw that it was a card of some kind.  His honed night vision helping him, he read the handwritten message inside:

To my very special friend,

I wanted to thank you for what you did for that squirrel yesterday. That was so kind of you to help him the way you did. I hope you can give me a chance to thank you properly someday. Until then, I want you to know that you have a friend here in Ponyville.

I hope you enjoy the cookies. Be sure to stay warm, and please, be safe.

Love,

Fluttershy

Nocturne was stunned.  How could this be?  A pony he'd taken special care to keep away from him was still willing to be so kind to him?  This wasn't just a paranoia-fueled apology to keep him away; she'd taken time to bake these cookies herself, and the blanket looked as though it were homemade, as well.  And that card—a simple greeting card with a simple greeting—it showed just how little this Pegasus knew about Nocturne.  It showed how annoyingly ignorant she was of who he was and what he was capable of.  But at the same time, it showed how much she did know about him.  In fact, in a way, she seemed to have him all figured out, and that scared him.  The irony resounded deep inside him; this pony that he had scared so thoroughly himself, now threw the fear of Tartarus into him.  She was close to him, closer than anypony had ever been.  He didn't like that, but at the same time, he knew he desperately needed it.

Besides: was it so foolish to want to show somepony a little compassion?

How had she signed that note?  Fluttershy.  Nocturne would have to remember that.

Day 2

“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!!”

The more she thought about it, the surer she was.  Nocturne was scared of her.

Fluttershy lie on her bed with her chin hanging off the edge, staring at the floor and thinking.  She'd remembered the tone of Nocturne's voice when he'd said that, and heard something deep underneath it.  It was faint, almost nonexistent entirely, but it was there.  It was panic.  It was paranoia.  It was the beginnings of fear.  Nocturne had been afraid that somepony had come so close to him, and was more desperate than angry about it.  Desperate to get her away from him.  Desperate to be left alone.  She wasn't entirely sure of the nature of it, or where it had came from, but Fluttershy couldn't help but imagine that Nocturne might just be in pain.

And then he had spread his wings.  Those horrible, wraithlike wings.  Those were, by no standards, normal Pegasus wings.  How did he have such horrible wings?  Where did they come from?  Could they be the reason everyone treated him like a monster?  Or was it his eyes?  Or that strange hat?  All of it together was more than enough to give Fluttershy nightmares.

KNOCK-KNOCK!

“EEP!” Fluttershy squealed as she was brought out of her thoughts.  She realized that it was just a knock at the door, and calmed herself.  “It's okay, Angel, don't get up,” she said as she slipped off the bed, “I'll get it.”

Angel was stretched out on a pillow and relaxing, not caring in the slightest who got the door, or even if the door would be gotten at all.

Fluttershy trotted past Angel and opened her front door, pleasantly surprised by her company, “Oh! Hello, Rainbow Dash. Nice to see you.”

Rainbow Dash smiled and greeted her fellow Pegasus, “Uh, yeah, hi, Fluttershy. Look, can I talk to you about something?”

Fluttershy was a bit confused, but allowed it, “Of course, Rainbow Dash. Is anything wrong?”

“Well, kinda,” she explained, “See, I thought a lot about what happened yesterday. You know, back at the forest. And I never really got the chance . . . well, I never really took the chance to say 'I'm sorry'.”

Even more confused, Fluttershy continued with another question, “For what?”

Rainbow Dash rubbed the back of her neck with her hoof, “Look, this isn't easy for me, okay? But, you wouldn't have ended up in those woods if it weren't for me. I practically forced you to go in. And it was because of me that Nocturne scared you like that. Twilight was right, I should've started you off with something easier. Is,” she hesitated, took a breath, and pressed on, “is there anything I can do to make it up to you?”

Fluttershy smiled, holding a hoof to her mouth, “Aww, Rainbow Dash, that's so sweet of you to say. You're such a wonderful friend!”  She reached out and hugged Dash, and she returned the hug slowly, but securely.  When they parted, Fluttershy answered Dash's question, “You don't have to do anything for me, Rainbow Dash. In fact, you really helped me that day. I'm the one who should be repaying you.”

Dash blushed a bit and shrugged, “Aw, well, it was nothing, really. I'm glad I was able to help. You sure there's nothing I can do for you, anything right off hoof?”

Fluttershy shook her head, “No, I don't think so.”

“But I kinda feel bad about this whole thing,” Dash insisted, “Are you absolutely positive?”

Fluttershy thought for a moment, but made the same reply, “Nope. Nothing comes to mind. But if you really feel like you want to do something for me, I'll let you know. Um, that is, if it's okay with you . . .”

Dash smiled, “That's fine. You know, Twilight said she wanted to treat us to lunch. Wanna come?”

“No, thanks,” said Fluttershy politely, “I'm actually working on making a certain somepony feel better, myself. I'm very close, too.”  She felt a certain excitement build up in her chest; she was getting close.  She had gone to check out the edge of the woods earlier that day, and saw that the basket she left for Nocturne yesterday had disappeared.

“Oh, okay,” Dash shrugged again, “Well, I'll let you get back to . . . whatever it is you're doing, then. See ya.”

“Bye-bye,” Fluttershy waved, and the two Pegasi parted.  Rainbow Dash walked away, and Fluttershy slowly closed the door.

“Hmmm . . .” Dash thought out loud as she cantered back to the library, where Twilight was waiting, “That's odd . . . who is this pony that she's trying to cheer up? Well, she has been acting weird lately, especially yesterday. It's almost like she's sneaking around.”  It was really unusual, but then, Fluttershy did have the occasional unusual moment.  Not nearly as often as Pinkie Pie, and not even to the minutest of the same degree, but just enough to warrant a bit of concern.  She never said whether this pony was a stallion or mare, and the only friends Dash knew she had (aside from scores and scores of animals) were herself, Twilight, Applejack, Pinkie Pie, Rarity, and Spike.  The last time she checked, all of them seemed fine, so this meant that the pony in question must be male, which would explain to some extent why she was keeping him a secret; maybe she had a crush on him?  But Fluttershy was certainly not the type to make the first move on somepony she'd been admiring from afar.  Was she even admiring anypony from afar at all?  It didn't seem likely, but then what was the big mystery . . . ?

After awhile, it just became too much to process, and she brushed it aside, “Aw, never mind. If Fluttershy wants to make this colt feel better, then he must mean something to him. That's good enough for me, I guess.”  Still, it made her feel guilty to know that her friend was doing something for somepony she (probably) hardly knew, while she, the indirect cause of Fluttershy's suffering two days ago, had done nothing.  She knew better than to challenge Fluttershy with something she couldn't handle, but she didn't listen, and that creep Nocturne made her pay the price.

“Hey! That's it!” Dash announced, stopping in her tracks, “I may have put Fluttershy in that mess, but if Nocturne wasn't such a jerk, it wouldn't have happened, either! That's how I can make things up with Fluttershy! I just have to give that Nocturne creep a piece of my mind! I'll show him he can't mess with my friends and get away with it!”

“You tell 'em, Dashie!”

“YAAH!” Dash was startled by a voice behind her, and when she turned, she saw Pinkie Pie standing behind her, a wide grin on her face, “Pinkie, don't do that!”

“Sorry, Dashie,” said Pinkie, her smile lessening slightly, “But I heard everything! You're right! That Nocturne is a big, fat meanie!!”

Dash was confused, “Wait, you heard all that? Have you been following me?”  Pinkie nodded, her puffy pink mane bouncing up and down with her.  “And you never said anything?!” Dash asked, irritated now, and Pinkie nodded again.  “Well, why?!”

“Sometimes I like to follow ponies who talk to themselves,” Pinkie explained, “just to make sure they're not talking to me! But once I'm sure they're not, sometimes I get interested in what they're saying, and I can't stop listening! Like once, I was following Spike, and I don't really know what he was talking about, but it sounded like some romance novel, and it had Rarity in it, and it was so romantic—”

“Pinkie!” Dash interrupted, and Pinkie Pie stopped, looking at Dash inquisitively, “I want you to do me a favor real quick, okay? Go find Twilight and tell her to take a rain check on that lunch, okay? I gotta take care of something.”

“You can count on me, Dashie!” Pinkie replied with a salute, “I'll tell Twilight all about your epic quest to defeat the monster Nocturne! See? I told Fluttershy you deserved those hero cookies! YAAAAAAY, RAINBOW DAAAAAAAAASH!!!”  And she hopped away, singing a victory song for Rainbow Dash at the top of her voice.

Rolling her eyes at Pinkie Pie's zealousness (and not having a clue what 'hero cookies' meant), Rainbow Dash turned and made a new path.  Her destination: Everfree Forest.

Nocturne's territory.

“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!”

Not even Twilight wanted to fathom that.

Ever since Twilight and Fluttershy had encountered Nocturne yesterday, the Unicorn had been worried about her compassionate friend.  Whatever Fluttershy had thought about Nocturne was completely illogical to Twilight; if he wanted to be left alone, what was the problem with that?  And considering how dangerous he was, and the lengths he was willing to go to stay isolated, it made that much more sense.  As difficult as it would be for either of them to admit, kindness just wasn't enough, and Nocturne just didn't want friendship.

At the outdoor cafe at which she was to meet Rainbow Dash and Fluttershy, Spike pounded limply on the table, “Food . . . . must . . . . have . . . . food . . .”

“Oh, Spike, relax,” Twilight chuckled, “They should be here any minute.”  It was a bit strange; it was getting past the time that Dash had said she'd be here, and it wasn't like Rainbow Dash to be late (or to be slow, however it was interpreted).  She certainly hoped Fluttershy had agreed to come out to lunch with them today; after what happened with Nocturne yesterday, she hoped she could help Fluttershy come to terms with this dead-end she'd reached with the 'phantom pony'.  Of course, Fluttershy was very agreeable, so it was almost a sure thing.

If only she knew when they were going to show.

Soon, Twilight and Spike heard a voice coming from up the road, and they turned to see not Fluttershy, not Rainbow Dash, but Pinkie Pie.  She appeared to be singing some sort of epic ballad in Rainbow Dash's honor.  She stopped right in the middle as she saw Twilight and Spike, “Ooh! Hi, guys! Just the pony and dragon I wanted to see!”

“Uhh . . . hi, Pinkie,” Twilight greeted her dubiously, “So, why are we 'just the pony and dragon you wanted to see'?”

“Yep, that's what I said!” Pinkie confirmed before answering, “Well, I saw Rainbow Dash earlier, and she was all like, 'Fluttershy's acting weird', and, 'If she likes him, that's good enough for me', and then she went, 'I'll show that guy!', and I was all, 'YAAAAAAY, RAINBOW DAAAAAAAAASH!!!' See, told ya that's what I said, 'cause that was copied and pasted! And then I talked about Spike's romantic novel with Rarity in it, and then—”

“Pinkie!!” Spike yelled out urgently, interrupting her; he was dragging his paw across his throat, “Ix-nay! Ix-nay!!”

“Wait, hold on,” Twilight stepped in, still confused, “Who was she talking about? She'll show whom?”

“Nocturne!” Pinkie said with a grin, “That's why she told me to tell you she won't be here! She's going to give that old stinker a good what-for!”

“WHAT!?!”

“Yeah,” Pinkie agreed, “And a 'for', too. That makes 'what-for!”

“Is she crazy?!” Twilight screamed, “If Fluttershy couldn't even stand being scared by him, who knows what Nocturne will do to Rainbow Dash?!”

Spike looked at Twilight, even more confused, “Who's Nocturne?”

Twilight jumped from the table, “I'll explain along the way! Pinkie! We have to get to the Everfree Forest! I don't care how tough Rainbow thinks she is! She doesn't know what Nocturne can do!”

None of us do, Twilight finished in thought as she, Pinkie and Spike raced from the cafe.

“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, he was deadly serious.  In fact, he was on the border of willingness to inflict harm.

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

“GET OUT HERE!! HEY, NOCTURNE! GET YOUR PLOT OUT HERE THIS MINUTE!!”

Rainbow Dash paced angrily in front of the border to the woods, waiting for Nocturne.  On her way over, she started feeling angry that this creep had gotten away with upsetting her friend Fluttershy, and the closer she got to the forest, the angrier she got.  Sure, up until two days ago, she thought Nocturne was just a myth, but it was still no excuse to force Fluttershy to face him alone.  She was responsible for this mess, and she was going to make it right by making sure Nocturne learned his lesson.  After she was through with him, he would never come after Fluttershy again.

This wasn't just to make Fluttershy feel better; this was personal.

Sick of waiting, Dash jumped through the trees and pushed through the dense green, obscured on all sides by shadow.  “Hey, you listening?!” she yelled, the sounds of her ruckus sending scores of animals running scared, “Bring yourself out here and face me like a horse! You think you can make my friend cry and get away with it?! You're nothing but a coward, Nocturne! You hear me?! A coward!!”

For a while, there was nothing but silence.  Even crickets had fled the scene after Dash's loud arrival.  But there was a glow in a low corner, and Dash did a double-take—two burning red orbs.

The eyes blinked, and their owner stepped out from the cover of a bush, still hidden by shadows.  “I have no fight with you,” Nocturne spoke dangerously low, “Get out, now, or you'll regret it.”

“Hah!” Dash barked, “That's a laugh! Look at you, acting all big and tough from inside the darkness! I'll bet you wouldn't be so intimidating if I could see you! Yeah, keep hiding in the woods, you cowardly freak!”

Nocturne's eyes widened; that last word seemed to trigger something in him, and Dash sensed it immediately.  Nocturne approached her, his gargantuan, demonic wings spreading slowly and the red light intensifying in his eyes.  Soon, they were almost blinding.  “Let me clarify the precarious situation those words have just landed you into,” Nocturne snarled, baring his teeth and stretching out his frightening wings to their maximum span.  And for the first time since resolving to come here, Rainbow Dash felt fear.

Genuine, crushing fear.

She never even saw his hoof coming . . .

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.

Fluttershy had to get out more.  Staying indoors all day had made her feel cramped and depressed.  Now that she was out, she could see a brightly-shining sun, and could breathe in wonderful fresh air.  She was right to reconsider this lunch date with Twilight and Rainbow Dash; it would help her take her mind off of things.

She still couldn't help but think about Nocturne, though.  I hope he's doing all right, she thought.

CRASH!

From out of nowhere, somepony had raced right into her and collided, tumbling both (or was it three?) ponies into the ground.  Fluttershy felt the other pony (or ponies) on top of her, but they got up quickly, and Fluttershy looked up to see that she had bumped into Twilight Sparkle and Pinkie Pie.

“Oopsie!” Pinkie squeaked, “Sorry 'bout that, Fluttershy!”

“Hey, Fluttershy,” Twilight said, dusting herself off, “I thought you were going to stay home today.”

“Oh, I'm sorry, girls, I didn't see you there,” Fluttershy replied demurely, “Well, I decided it would be better for me to take a day and spend it with my best friends. Um, that is, if you'll still have me . . .”

“Awww, of course we will!” Pinkie Pie grinned and hugged Fluttershy, “We can go back and have lunch at that cafe we were just at—” Pinkie Pie stopped and looked down; her knees were knocking together as she stood.  The shaking slipped all the way up to her shoulders, neck, and head, and as she looked up, it stopped at her ears, and they flapped around in circles.  With another look behind her, she saw the shaking in her back legs shimmy up to her flanks and her bottom, until it stopped at her tail, which twisted around into a tight curl by itself, bounced back to normal, and repeated in the other direction.

“Ooooh! Pinkie-Senses tingling!” she concluded, “But this is kinda new! I've never felt this combo before! It must have to do with Nocturne!”  She then promptly facehoofed, “D'oh! That's right! We need to get to Everfree!”

Twilight was (painfully) familiar with Pinkie Pie's uncanny precognitive abilities; they still baffled her, but she knew better than to question them.  “We have to move fast!” she said, “Fluttershy, you have to come with us! Rainbow Dash went to confront Nocturne, and if Pinkie's right, she might be in trouble!”

“Oh, no, Twilight, don't say that,” Fluttershy replied calmly, “I know Nocturne is scary, but he wouldn't hurt a fly. I'm sure of it.”

“I'm not taking that chance, Fluttershy!” Twilight snapped, “You heard Pinkie! This could mean Rainbow Dash is in peril! We have to help her!”

“Twilight, I really do think you're wrong,” Fluttershy argued (to the best of her ability), “Nocturne's not a bad pony—”

“Oh, we don't have time for this 'he's just misunderstood' song and dance!” Twilight bellowed, “Pinkie, grab her!”

“Okey-dokey, Lokey!” Pinkie answered dutifully, and she seized Fluttershy, stowing her under her right front leg and running with the other three as the two ponies continued toward the woods.  “Hey!” Pinkie said as they ran, “How come the writer didn't let me use my Pinkie-Sense to avoid crashing into Fluttershy?”

Behind them, Spike just arrived at the spot they had left, and continued running after them, heaving in tired breaths, “Hey . . . you guys . . . wait for me!”

Twilight, Fluttershy, Pinkie Pie and Spike reached Nocturne's part of the Everfree Forest and stopped.  They saw a large break in the foliage, and deduced that they were close; only Rainbow Dash could enter a forest and leave a hole behind.

“Let's go,” Twilight rallied her friends, “Everypony stay together. Nocturne can't defend against all of us.”

“Wait,” Fluttershy stopped them, “I'll go. I know Nocturne won't hurt anypony, and if we all go, he'll think we're ganging up on him. I don't want him to think we're bullies.”

Twilight sighed at Fluttershy's insistent gentility, “But Rainbow Dash is in there, most likely yelling her head off and making a scene! How will Nocturne not want to defend himself? We have to—”

“Please, Twilight, I—oh, I interrupted again, didn't I? I'm so sorry . . . but, Twilight, please, let me go in. I know I can get Nocturne to listen to me. And I can bring Rainbow Dash back safe and sound. I promise.”

Considering Fluttershy's track record with this monster, Twilight was reluctant to let her do this.  But she did raise an excellent point; if all of them went inside, Nocturne would become even more defensive, and that would almost certainly make things worse.  Furthermore, Twilight knew nopony better qualified for this; after all, Fluttershy could stare down a cockatrice, wrestle a bear, and tame the creature she feared the most—a full-grown dragon.

She could be a real beast herself when she wanted to be . . .

“All right, go ahead,” Twilight relented, “Just yell if you need us, and we'll come for you, okay?”

“Be careful, Fluttershy,” Spike insisted, “I don't wanna see you get hurt.”

“Good luck, soldier!” Pinkie Pie saluted, “Today, we celebrate our Independence Day!!”

Fluttershy nodded and stepped through the hole in the green.  Everfree was just as dark and scary as ever, but this time, she wasn't afraid.  She couldn't be afraid.  Not while her friend could be in trouble.  She didn't think it was likely though; she was absolutely sure Nocturne was harmless.

“RAINBOW DASH!!”

She saw her, and panic began to shoot through her.  Rainbow Dash was being held high up and pinned against a tree.  Standing on his hind legs and pinning Dash to the tree with one hoof, was Nocturne, teeth bared and scarlet eyes aglow.

Dash flailed and kicked her legs, but she couldn't reach; Nocturne was very tall and leggy, and he was a good distance away from Dash's shorter limbs.  Dash also tried to flap her wings, but being pressed against the tree trunk behind her, they could hardly move.  “Wh-what are you doing here, Fluttershy?” Dash strained, “I-I got him on the ropes . . .”

“Nocturne, put her down!” Fluttershy bellowed, seizing all the courage in the world, “I mean it! You put her down right this minute!!”

Nocturne glanced at Fluttershy, and his fiery eyes narrowed.  The tension was stretched to unbearable levels, but soon, Nocturne looked back and Rainbow Dash, growled in her face, and with a swift sweep of his pinning hoof, tossed her aside.  Dash landed in front of Fluttershy, but she stood up immediately.  “You done already?” she wheezed, standing on shaky legs, “I was just getting warmed up . . .”

Fluttershy was horrified.  After being so sure that Nocturne was incapable of hurting ponies, seeing this frightening sight crushed her deep inside.  “Nocturne . . .” she whispered, then her fury returned, “How could you?!”

“Shut up!!” Nocturne screeched, easily matching her ferocity with his own, “You were warned. If you come back, it'll be both of you. And I won't hold back next time.”  He slowly closed his eyes, and it was as if those flaring red lights were the only thing remaining of him in the darkness; when they vanished, so had he.

Fluttershy fought hard to shake off her shock, then turned to her friend, “Oh, Rainbow Dash! Are you okay? I'm so sorry this happened! I didn't know! Please forgive me!”

Dash was still a bit wavering, but she continued to stare angrily into the darkness where Nocturne once was, “Yeah . . . . you . . . you better run . . .”

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 . . . .”

And now, he was back to being a heartless beast . . . .

Fluttershy and Rainbow Dash emerged from the woods, the latter leaning on the former.  On the way out, Fluttershy tried so hard to sort out her conflicted mind, but it was no use.  Nocturne scared her into tears and sent her running, but freed a trapped squirrel the same day.  He took the gift basket she made for him yesterday, but tried to hurt her friend today.  Nothing about this made any sense at all.  Just who was this phantom pony, and why was he the way he was?

And why did Rainbow Dash try to confront him?

“Fluttershy! Rainbow Dash!” Twilight called to them as they came through the woods, “You're okay! Is she hurt? Dash, are you hurt? Do you need help?”

Dash shook her head, “No, I'm fine. Nocturne's tough, but not tough enough to put me down!”  She gave a hearty laugh, but it ended in a cough.

“That was really irresponsible!” Twilight admonished, “You should have at least told us you were coming here! And at most, you should've stayed away from Nocturne altogether! What was even the point of provoking him!”

“I couldn't let him get away with what he did to Fluttershy,” Dash replied earnestly, “She didn't have to take that from him. It's all his fault.”  She slowly lowered her head, and guilt crept into her voice, “And mine . . . .”

Fluttershy heard the sincerity in Dash's words, and shared her guilt.  She had been fooled into thinking Nocturne was a decent creature.  Even after all the kindness she'd shown him, even after seeing a different side of him for only a moment—after all of that, she was wrong.  Nocturne really was a monster.

“Oh, Rainbow Dash,” Fluttershy murmured, feeling the tears starting to well in her eyes, “I really thought he was a good pony. I . . . . I'm so sorry . . .”

“Don't apologize,” Dash shook her head again, “This really was all my fault. Nocturne wouldn't have even known you existed if it wasn't for me . . . .”  She looked up at Fluttershy with resolve in her eyes, “From now on, I'll never come down on you like that ever again. We can still help you to be assertive, but I won't force you to do something you don't want to do. I promise.”

Smiling, Fluttershy hugged her friend (gently, to avoid hurting her more), “You're a great friend, Rainbow. And it was so nice of you to defend me like that. Let's get you home so you can rest, okay?”

No argument was made; Dash admitted, she could use a good nap on a fluffy cloud to shake off this harrowing confrontation.  The two made their way back to town with Twilight, Pinkie Pie and Spike, and the whole while, Fluttershy struggled to hold back her tears.  She really was wasting her time with Nocturne.  How can you show somepony kindness when they absolutely refused to accept it?

Nopony saw a small tear slip down Fluttershy's cheek.

Nopony saw tears shed by another pair of eyes, either.

Deep in the Everfree Forest, veiled by shadows and far from the eyes of others, another pair of eyes poured out far more tears than Fluttershy.  The sobs were deep, painful, miserable, and unashamed of the sadness being shown.  A pair of wings hid the tears, but it was more reflexive than anything else; this sight was far enough away not to be seen or heard.

Another pair of eyes hidden beneath those wings, deep, wet, and crimson, under the shadow of a white fedora . . .

Day 3

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 . . . .

Fluttershy was wrong.  So horribly wrong.

She couldn't understand how it could be this way.  She was so certain that Nocturne's evil behavior was just a veneer for his pain and sadness.  But he had made it all too clear yesterday that he wasn't about to give up in convincing the world that he was truly a beast.  Because of him, Rainbow Dash had been hurt, and he even threatened to do the same to Fluttershy herself, should she ever return.  Fluttershy, who had treated Nocturne with compassion and understanding, had been threatened with harm by the same pony she'd been so kind to.  All of her efforts were wasted; Nocturne really was a monster, just like all of Ponyville said he was.

But Fluttershy refused to give up.

In fact, she was now writing out her own letter to the 'phantom pony', offering another chance at a truce.  Yes, she had foolishly thought that Nocturne was just another pony.  Yes, she was wrong in assuming he'd never hurt anypony else.  And yes, his true nature seemed to be revealed.  But Fluttershy was determined to dig deep into Nocturne's heart and find a kind light in the dark.  Nopony was beyond redemption, and Fluttershy wanted to make sure Nocturne knew that.  If he really was a monster, then it was time to soothe the heart of the savage beast, not with music, but with Fluttershy's best quality—kindness.  At least, it would get this creature to leave Ponyville's citizens alone, and at most, it would give Nocturne a better path to follow.  A path to decency, warmth, and gentility.

Fluttershy finished writing her letter on her own (since Spike had inadvertently revealed Fluttershy's intentions last time, she had opted not to have him write it this time, just to be safe), and read through it a few times to make sure it looked okay, and that all that needed to be said was said:

Dear Nocturne,

By now, you're probably angry with me about interfering in your life so often.  I understand if you are, but please, don't be; when you scared me away the day we met, I had no idea what I was about to see.  But now that I've seen it, I'm sure that there is so much more to you that what you show everypony.  I don't know what your reasons are for hiding from ponies and scaring them away if they get too close to you, and I'll probably never know your reasons for hurting my friend Rainbow Dash, but whatever they are, I wish you would find some way to let it go.  I wish you nothing but peace and happiness, but I can't keep doing it if you keep acting so cruelly.

Yes, I said 'acting'.  As silly as it sounds, I know there's still good in you.  I don't know why, but I know there is.  I'm not sure whether you insist on hiding your heart away on purpose, or if you just can't help it, but I believe that all ponies are good deep down.  And you're no different.  What you did to Rainbow Dash was mean and cruel (I'm awfully sorry, but it was), but I'm sure you only did it because, deep down, you believe it too, and you don't want anypony to see that.

I'm sure there's still good in you, Nocturne.  I hope you can show me that someday.

Please, take care of yourself.

Love,

Fluttershy

She folded up the letter and tucked it safely in a fold under her wing.  One last time, she thought to herself, I'll only go back one last time.  She wasn't sure how she would get this letter to Nocturne without arousing his anger, and she was even less sure, if she found a way, that Nocturne would ever see this letter.  But she couldn't give up on another pony in pain.  Even if he really was a vicious, irrepressible beast, she couldn't give up on him now.  It would be cruel to turn away now, and while Fluttershy was many things (admittedly, not perfect things), she was not, nor could ever be (on her own) cruel.

Fluttershy snuck past a still-sleeping Angel; it was early enough in the morning that he didn't have to wake up just yet.  “You just stay right there, sweetie,” Fluttershy whispered, “I'll be right back.”

“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”.

It seemed like such a long time since she made that vow.  It had only been two days, but so much had changed since then.  Nocturne had upped the ante in protecting himself and keeping ponies away, and made it clearer that he wanted to be left alone.  Any opinions of his decency (apart from her own) had soured instantly after he had attacked Rainbow Dash.  Things were looking bleak in Fluttershy's quest, but she was too far in to give up now.  It would seem like a waste to turn away now, but it was also far more difficult now than before.  In any other situation, Fluttershy would have been somewhat discouraged, but this time, she had to press on.  She knew that, somehow or other, Nocturne needed her.

Fluttershy flinched quite suddenly when a bunch of white things dropped down on top of her, and she stopped in her tracks.  She let out a small, startled squeal before realizing that the white things piling up around her were harmless.

“Oops!” went a call from above, “Sorry, Fluttershy! I guess I slipped with the bag a bit.”

Fluttershy looked up to see a gray Pegasus mare with a blonde mane and crossed eyes drop down to the ground.  She carried a bag full of mail on her side, and the bag looked as though it were only half full.

“Oh, that's okay, Derpy,” Fluttershy replied, calm now, “You didn't do anything wrong. Here, let me help you.”  And Fluttershy began picking up letter after letter, envelopes and folded papers all around, and stuffing them back into Derpy's bag.

“Gosh, thanks, Fluttershy!” Derpy smiled with her mouth full of mail; she stuffed it into the sack before continuing, “You're really nice, you know that?”

Fluttershy blushed a bit, “Aww, I'm just helping out another pony, that's all. Is that all of them?”

“Yep!” Derpy nodded, “I'd better get back to it. Thanks again!”

“You're very welcome, Derpy. Have a good day!” Fluttershy waved to her as she took off, and Fluttershy started back on her own path.  It always felt good to spread a little kindness, whether it was the local mail pony, or the phantom of Everfree himself.

Nopony was above kindness.

Almost dropping the package (which certainly must've contained something glass), Derpy placed it on the steps of the house, tapped on the door, and trotted away.  Another successful delivery.  Sure, she made a mistake here and there, but that didn't bother her.  Most everypony in Ponyville was really nice about her ditzy tendencies, and she always remembered after making a mistake to try harder next time.

Stopping on the side of the road, Derpy pulled out another letter to see where she was headed next.  This one looked pretty scant; there was nothing on it but a name.  Derpy squinted a little to read it, “Hmmm . . . Knock . . . . turnee? Knock-turnee? Who's that? I know just about everypony in town.”  She sat and thought about it for awhile, but after a few seconds, she just shrugged.  “Oh, well,” she decided, “I'll figure it out soon, I guess. I gotta come to this Knock-turnee's house eventually right? Well, off I go!”  She stuffed the letter back into her bag and took off for the next house.

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!!”

And there was a good chance of a repeat performance.  But Fluttershy had to take that risk.

She slowly approached the border to the Everfree Forest, feeling much more nervous after having seen Nocturne's temper up close.  She wouldn't run away this time, though.  She was determined, and she would stay that way.  She had to show Nocturne the kindness he needed, even if nopony—not even himself—believed he deserved it.

She'd worked out a plan for this moment on her way over; it wasn't much, but it was all she had.  She'd knock on a tree, almost like knocking on a neighbor's door, leave the letter, and walk away before Nocturne saw her. Knowing Nocturne, he'd hear the noise and run to confront the 'trespassers', and if Fluttershy was gone by the time he arrived, the letter left in her place, he was sure to find it.  It was the perfect plan.

She reached out and tapped on the nearest tree with her hoof (it sounded a bit louder than she was expecting), then reached into the fold under her wing and grabbed . . .

Nothing.

She felt around under her wing with a hoof, and felt nothing but fur and feathers.  No letter.  She bent her head down to see underneath, and saw nothing.  She did the same thing under her other wing, but there was nothing there.  Now, she started to panic.

“Oh, dear!” Fluttershy fretted, looking all around her to make sure she didn't drop it, “Oh, no! Where is it? Oh, where is it? I hope I didn't lose it! Please tell me I didn't lose it!”  She looked all around, but couldn't find it anywhere, so it was looking more and more likely that she had.

Fluttershy heard rustling in the forest, and her panic intensified.  Nocturne had been furious with her when she'd had a reason to be here, but now that she didn't, who knew what he would do to her?  Having no other choice, Fluttershy turned and flew away, keeping her line of sight focused on the ground beneath her so she could retrace her steps.  Let's see, she thought, I left the house, turned a corner, held up traffic helping a mouse cross the street, and then I bumped into Derpy and helped her pick up her—

OH, NO!!

Fluttershy flapped harder and stayed high above the ground.  She knew exactly where that letter might be, but she was going to need some help in finding Derpy.  Fluttershy didn't even know if Derpy knew Nocturne, so she could be anywhere by now.  It may be awhile before she got to Nocturne's letter, but she still had to be caught before she delivered it.  Nocturne showed Fluttershy and Rainbow Dash little to no mercy, and considering Derpy's absent-mindedness, she had no idea what she was about to get herself into.

Fluttershy made her way quickly to Sweet Apple Acres.  There was only one pony she knew who could help her best.

The burning red eyes cut through the shadow of the forest and out into the clear.  She was back.  That insufferable Pegasus meddler was back, probably with another gift of friendship and kindness.  When would this torment end?  As soon as the eyes hit the clearing, they saw . . .

Nothing.

Nocturne gently poked his head out from the brush to see Fluttershy flying away in a panic.  She'd been scared away before he'd even got there.  Was she really that much of a wimp?  If Nocturne were capable of laughter anymore, he'd find it humorous.

But at the same time, that feeling returned.  It never really left; it was always there, and no matter how vicious and brutal he acted, it would always be there.  It was there when he'd first scared Fluttershy away.  It was there after he'd disappeared after hurting her impudent rainbow-maned friend.  It was there every day since he'd left Ponyville.

Loneliness.  Isolation.  Pain.  No matter what he did, it was always there.  And this time, it was his own fault.

“. . . . . . . . . . . . Please don't go . . . . . . . .”

“AAAAAAAAAAHHHHHHHHHHHH!!!”

The door slammed as soon as the word was spoken.  Derpy thought that was so unusual; all she did was show her the note and ask who 'Knock-turnee' was.  Was it really necessary to freak out like that?

“Hmm,” Derpy muttered, concerned, “I just don't know what went wrong . . .”  Still, she pressed on.  She had a lot of work to do, and she had to find out who this 'Knock-turnee' pony was.  There was no address, but if he lived in Ponyville, somepony had to know exactly where, right?  And everypony had to get their mail eventually.  It was her job, after all.

Putting 'Knock-turnee's' note back in the bag, Derpy moved on to the next house.

“You want me to help you do what, now?”

Applejack looked back at Fluttershy in confusion after she finished explaining her situation.  “Oh, please, Applejack,” Fluttershy begged, “I need to get that letter back before Derpy delivers it. After what happened to Rainbow Dash, if something happened to sweet little Derpy, I . . . well . . . I could never forgive myself . . .”

Applejack sighed, “Fluttershy, I'd love to help y'all, but . . . I really think this Nocturne is somepony you oughta not deal with. If he's that rough, think of what he coulda done to you.”

“But, Applejack,” Fluttershy attempted to argue, “Pinkie Pie is helping Rainbow Dash recover, and Twilight and Rarity are already worried about me, and I don't want to make it worse . . . oh, but that doesn't mean I want you to worry about me, I just . . . well, this whole thing has gotten so out of hoof that I . . . I just don't know what to do . . .”

“Calm down, sugarcube,” Applejack soothed her, putting a hoof on her shoulder, “I still think Nocturne is a bad'n, but this means the world to ya. I can tell. Gimme a few seconds to get ready, and I'll come with ya.”

Fluttershy beamed, “Thank you, Applejack! You're such a wonderful friend! I promise, it won't take long, and once we get the letter back, I won't ask you to do anything involving Nocturne ever again. I promise.”

Applejack's brow furrowed, “Only if you promise me somethin' else, hon. Promise me you won't get in too deep with Nocturne. I don't want him hurtin' you the same way he hurt Rainbow.”

“Don't worry,” Fluttershy nodded, “He won't.”  Applejack seemed satisfied, but Fluttershy wasn't sure she could keep this promise.  She was already in deep with Nocturne, and she wasn't sure how much deeper she could get.  Fluttershy only hoped it wouldn't be too much, and she hoped this letter would help.

If it didn't, she just didn't know what else she could do.

“Nocturne?! The phantom pony?! Where?! Where is he?! Everypony run!! Honey, take the kids to the basement! NOCTURNE'S COMING!!!”

Another slammed door, this one inches away from hitting Derpy in the face.

'Phantom pony'? Derpy thought, confused, What does that mean? And why does everypony get so scared just at his name?  Derpy still didn't know who 'Knock-turnee' was (or was it 'Knock-turn? It was probably the latter, but by now, the former had become habit), but he seemed like he wasn't really wanted in Ponyville.  Derpy couldn't understand why, though; she knew why some ponies made fun of other ponies (she knew there were some that made fun of her, but she didn't really mind), but what made these ponies afraid of another pony?  Was he bad? Was he mean?  Did he do something wrong?

Derpy suddenly remembered something; she'd heard other ponies talk about a 'phantom pony' before; in fact, the town had been buzzing with word about him for the last few days.  Something about Fluttershy having a bad run-in with him, and Rainbow Dash getting hurt, or something like that.  Was it really as bad as all that?

Well, hearing that 'Knock-turnee' and the phantom pony were the same pony gave Derpy a clue.  She'd heard that the 'phantom pony' lived in Everfree Forest; it wasn't really an address, but it was close enough.  And as far as the kind of pony he was, well, that must be just nonsense.  If somepony took the time to write a letter to him, he must be worth the trouble somehow, right?  Sure, he's caused some bad feelings to spread around town, but maybe he just made a mistake?

Hoisting up her bag, she spread her wings and made her way for Everfree Forest.  'Knock-turnee' had a special delivery waiting for him.

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!!”

And Nocturne was holding back then.  He had gone from that to inflicting bodily harm in days.  If it got any worse, Derpy was in grave danger.

Fluttershy and Applejack had gone along her usual delivery route (backwards, as Applejack had suggested, so that they might spot her coming the other way), going door-to-door to see if the mail-mare had been in the area.  There was no address on Fluttershy's letter, so she couldn't possibly know where Nocturne lived, but if she put two and two together and learned that Nocturne was the 'phantom pony', she would almost certainly figure the rest out on her own.  Derpy was a clumsy thing, but she wasn't stupid.

Another pony saying she hadn't seen Derpy closed her door, and Applejack sighed in frustration, “Ooh, how can Derpy be this hard to spot? The only pony in Ponyville with a lazy eye shouldn't be easy to miss!”

“We have to keep trying, AJ,” Fluttershy replied, worried, “If Derpy runs into Nocturne before us, then . . . oh, this would never have happened if I hadn't written that silly letter! This was such a waste of time, and now somepony else is going to get hurt! Oh, this is all my fault!”

“Now, now, just hold on there, sugarcube,” Applejack comforted her, “Nopony's blamin' you for anything. You've just been doin' what y'all do best, and that's being the kindest, sweetest pony in Ponyville. The only pony in the wrong here is that devil, Nocturne. He's the one who's been makin' things difficult for you, and now for Rainbow Dash, too. You had the best intentions at heart when you wrote that letter, and if Nocturne ain't a changed pony after all you've done for him, then he's better off alone. Way I see it, it's more'n that rascal deserves.”

Fluttershy felt her wings droop at Applejack's less-than-sensitive words.  “But . . .” she tried to answer, “but . . . nopony should have to be alone . . .”

“Look!” Applejack shouted, looking up and pointing.  Fluttershy looked up with her, and she saw the cross-eyed Pegasus herself, flying above town, a carefree smile on her face.

“Oh, no!” Fluttershy squealed, “She's headed for the forest! We have to stop her!”

“Come on!” Applejack said as she unfurled a lasso that hung from her side, “If we can't reach her, this will. And it'll hurt a lot less than what that scallywag'll do to her!”

Derpy saw the border to the woods down below and flew low, reaching it in record time.  The foliage was still and quiet, showing no signs that anypony lived there.  Derpy dug around in her bag, spent a few extra seconds rooting around for the letter, pulled it out, and walked up closer to the border.  It was a really creepy place for anypony to live, but Derpy had a job to do.  This letter had to get delivered.

Knocking against a tree, Derpy spoke up to the forest as if addressing a pony, “Excuse me? Mail call for . . .” she took a quick glance at the letter just to be sure, “'Knock-turnee'! Hello? Is 'Knock-turnee home? Mail call for 'Knock-tu—ooh!”

She was cut off when she felt something grip her tail and pull her away from the woods, shaking the letter out of her reach.  She was dragged back, bag and all, into town and behind a building by her tail, and when she turned around, she saw that there was a rope lashed to her tail.  The mare behind it: Applejack.

“Sorry, hon,” Applejack shook her head, “Not enough postage. Better return it.”

Meanwhile, Fluttershy stepped up to the forest border and grabbed the letter in her mouth.  She was about to turn away when she saw them.  Nocturne's fiery red eyes, glowing from the shadows of the woods.  To say she was afraid would be only half-true; she was afraid, but not nearly as much as she had been before.  She couldn't explain it, but somehow, he seemed far less threatening now.

He didn't make a single move.

They stared at each other for a long time, until fear strangely gave way to awkwardness.  In fact, Fluttershy felt her face getting warm after a few seconds.  Just what was he staring at?  Was he going to be angry?  Was he about to yell at her some more?  Was he going to attack her, like he did Rainbow Dash?  Still, she waited, and nothing happened.

Applejack and Derpy peeked out from behind the building to see the same.  After awhile, Fluttershy slowly lowered her head towards the ground, as if to bow to Nocturne.  She placed the letter in the grass, keeping her eyes locked onto Nocturne's all the while.  Finally, she took a step backwards, waiting for him to react.  When he didn't, she took another step, and still nothing.  Now that she was sure he wouldn't come after her, Fluttershy scurried back to the building her friends hid behind, finally able to breathe a sigh of relief when she met them there.

“You alright, Fluttershy?” Applejack asked, “He didn't hurt ya, did he?”

Fluttershy shook her head, “No. In fact, he didn't do anything at all. I thought he would, but something stopped him . . . I'm not sure what . . .”

“Uhh, girls?” Derpy asked, tilting her head in confusion, “I don't really know what's going on, but, why did you want to mess with the mail so badly? That's a federal offense, you know.”

“Sorry, Derpy,” Fluttershy replied, “We just didn't want you to get hurt.”

Derpy looked even more puzzled, “Huh? By who? You mean, by Knock-turnee?”

“Umm, it's actually pronounced 'Knock-turn',” Fluttershy gently corrected.

“But, why would he hurt me?” Derpy asked, “I wasn't trying to do anything bad to him or anything. Is he just grouchy today?”

Applejack pressed a hoof to her forehead, “We need to have a talk, sugarcube.”

“About Knock-turnee?” Derpy asked, then corrected herself, “I mean, Nocturne? Well, if he's so bad, how come he didn't say anything bad, or do anything bad?”

Fluttershy wasn't sure how to answer that question.  She had asked herself that question, and had come up blank.  Why did Nocturne let her go?  Why had he not kept his promise not to hold back next time he saw her?  “I . . . .” Fluttershy tried to answer, hoping it would come to her as she spoke; it didn't, “. . . . I don't know.”

“Meh,” Derpy shrugged and hoisted up her mail bag, “It was probably just a misunderstanding. You know, all ponies make mistakes. I know I make mistakes all the time. But it doesn't make me a bad pony, does it?”

Applejack smiled and nodded, “Of course, not. Nopony's blamin' you for doin' your job, sugarcube.”  She then turned to her other Pegasus friend, “Fluttershy? You okay?”

Snapped out of her thoughts, Fluttershy answered, “Hm? Oh, yes, I'm fine. Thank you so much for your help today, AJ. I really appreciate it.”

“Well, just to be sure, I'll walk you home,” Applejack gave her a friendly tap on the shoulder, “It's been a busy day for everypony.”

“That's so sweet of you,” Fluttershy smiled.  They bid Derpy good day and set off for Fluttershy's house together.  Along the way, Fluttershy once again thought back to what Derpy had said.  She was right; a pony's mistakes shouldn't define a pony's true self, especially if that definition is a bad one.  Maybe is was just a misunderstanding?  Maybe Nocturne just made a bad judgment call when he attacked Rainbow Dash?  Maybe Nocturne just made a bad decision, and he was regretting it even now?  The more Fluttershy thought about it, the more sense it made, and the less she could blame Nocturne for it.  Combined with his hesitation today, Fluttershy's original hypothesis suddenly regained plausibility.

Nocturne really wasn't a monster.  He really was just angry.  And lonely.

Nocturne read and reread the letter over and over, but it only served to baffle him more.  'As silly as it sounds, I know there's still good in you.'  How could she possibly think that way after all he'd done?  How could she possibly believe there was even a shred of decency in him after all that had happened?  How could she possibly have the nerve to continue this stupid farce?  When would this insipid little pony learn?

Of course, only half of him thought that way.

The other half had so much unbridled emotion, it was impossible to explain it all.  Fear, joy, sadness, rage, guilt, confusion, all mixed together and muddied, each unable to be discerned from the others.  Why did he feel this way?  What was this hold that this Fluttershy had over him?  Why did he simultaneously want to hug her and hit her every time he saw her, thought of her, dreamed of her?

And why in Celestia's name could he not bring himself to attack her, like he'd promised?

He thought he could answer that last question.  The feeling that held him back was as weak as the answer to the question, but it was all he had.  A small part of him wanted to see her again.  Unlike with the rainbow-maned one, Nocturne didn't want to drive her away permanently (not consciously, anyway).  And he knew that attacking her would scare her away forever.  Why he didn't want that, he didn't know.  Why he even wanted anything to do with her, he didn't know.  All he knew was that, whether he liked it or not, Nocturne and Fluttershy had a connection.

And it was too late to do anything about it now.

Day 4 - 5

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?

“You just couldn't listen, could you, Fluttershy?” Twilight asked as she moved another set of books from one shelf to another.  She was trying a new system of organization, but she hadn't let that get in the way of Fluttershy's visit.  In fact, she'd called her to the library to ask her about what had happened yesterday, and she'd insisted on killing two birds with one stone (if she could get away with that idiom in front of Fluttershy).

Fluttershy sat on the floor at the base of the ladder Twilight was on; she looked sad and guilty.  “I know you're worried about me, Twilight,” she replied meekly, “but I just can't help thinking that Nocturne really is a good pony. I can't explain why, but . . . . I just believe it, with all my heart.”

Twilight sighed and stepped down off the ladder.  “You know I want to trust your judgment, Fluttershy,” she reminded her, “but it just doesn't make a lot of sense to me. He's been sending you mixed signals ever since you met him. I mean, first he scares you, then helps a squirrel. Then he beats up Rainbow Dash and threatens to do the same to you if he ever sees you again, then when he does, he breaks that promise? I mean, if he was really a good pony, why would he mess with your head like that?”

“I don't know,” Fluttershy lamented, “I just . . . . I wish I knew what made him this way. Why does he want to stay away from everypony? What did he do to deserve a life like that?”

Twilight used her magic to move another set of books.  “Well, I haven't lived in Ponyville long enough to know for certain,” she said, “but if I had to guess, I'd say Nocturne is an orphan who got in trouble a lot, and ran away because he was sure no one would miss him. ”

“Orphan?” Fluttershy asked, puzzled, “What makes you say that?”

“Because,” Twilight explained, “If he had parents, he'd have somepony in his life to set limits for him. He scares ponies, and is obviously not above hurting them if he has to, because he knows he can get away with it. No one set any boundaries for him as a foal, so now he feels he can do these things freely as a stallion.”

“But,” Fluttershy wondered, feeling her heart ache, “but . . . if he never had a mom or dad . . . how . . . how did he grow up? Who . . . . could he go to?”

Twilight pondered this for a bit, pressing a hoof to her chin.  “My guess,” she concluded, “He was raised by timberwolves.”

Fluttershy gasped, “That's awful! Growing up in that forest all alone . . . no father to play with . . . no mother to hug . . . nopony to love him . . . . .”

“Look, I know it's upsetting,” Twilight touched a hoof to Fluttershy's shoulder, “But it's much easier to look at it logically. If he's hurt ponies before, there's no sure chance that he won't do it again. So it's best to be cautious and keep your distance.”

Fluttershy's wings drooped, “And make him even lonelier than ever . . .”

Twilight started feeling as dejected as Fluttershy, but kept her voice steady, “It's for the best.”

“Uhh, Twilight!” called a tall stack of books from a couple feet away, “If you're done, I could really use a hoof, here!”

“Oh, sorry, Spike!” Twilight replied, easing the little dragon's load by lifting up half the stack telekinetically; she turned back to Fluttershy, “Nocturne may be a bad seed, but it's not the end of the world if you can't help him. You do so much good in Ponyville, and everypony you help is so grateful to you. And not just other ponies, but animals, too. You shouldn't be so down over just one pony. Take some time to remember just how helpful you really are, okay?”

Fluttershy nodded, but still felt depressed.  Maybe it was a little silly to get so worked up over one pony, but the feeling that Nocturne needed help grew stronger all the time.  Getting close to him was out of the question, and appealing to him hadn't worked, either.  She knew that if she could somehow get to know Nocturne better, she could help him.  But how?

“I have to go now, Twilight,” Fluttershy said, subdued, “I'll see you later.”

“Okay then,” Twilight answered, a bit confused at her friend's sudden departure, “Just remember what I said. Don't feel too bad about Nocturne. You have other friends who are always glad to see you.”

Fluttershy nodded again and took her leave.  She did have other friends who needed her.  Maybe it was best to attend to them and keep her mind off things.  Besides, one day without worrying about Nocturne wouldn't hurt, would it?

Or could she even go that long?

“Urgh! Pinkie, please! I'm trying to read here!”

Rainbow Dash was propped up on a spacious cloud, trying to engage herself in a copy of Daring Do and the Canyons of Fire.  Fluttershy sat next to her, and circling them, floating on a bunch of balloons and being her usual cheery, extemporaneous self, was Pinkie Pie.

“Oooh! Somepony's a cranky patient!” Pinkie giggled, “A grouchy with the ouchies!”

“Pinkie, I told you,” Dash complained, “I'm feeling better today. All I need is another day or two of rest. I appreciate what your trying to do, but you're really not helping!”

Fluttershy sighed at her friend's condition, “I'm sorry this happened, Rainbow Dash. I still feel so guilty about this.”

Dash shook her head, “I told you, Fluttershy, it's not your fault. I got myself into that mess, so I have no one to blame but myself.”  She then scowled, glaring in the direction of the Everfree Forest, “Of course, it wouldn't have happened if—”

“WHEEEEEEEEEEEEEEEEEEEEEEEEEEEEE!!!”

Dash and Fluttershy glanced at Pinkie as she backstroked through the air on her balloons.  As she made another lap around them, Dash continued, “It wouldn't have happened if Nocturne weren't the cowardly creep he is.”

Fluttershy saw that of all the things that still needed healing, none needed it more than Dash's ego.  “I just wish I knew more about him,” she lamented, “Why he is the way he is. Twilight said that he's probably an orphan who was raised by timberwolves, but . . . I just don't think I can believe that.”

Dash scoffed, “Makes him sound too tragic, if you ask me. As good as he is at freaking ponies out, I wouldn't be surprised if he was some kind of escaped carnival attraction.”

Fluttershy gasped, “Rainbow Dash, that's awful! Why would you say such a thing?”

Dash sighed, seeming to have forgotten Fluttershy's conflicted feelings about Nocturne.  “Yeah, I know, don't judge before you get to know them,” she admitted, “but he makes sure nopony gets to know him, because he never lets anypony get close to him. All he wants is to be alone, and he does whatever it takes to keep it that way. As far as I'm concerned, he brought all this on himself.”

Dash's words were painful for Fluttershy to hear, but she wasn't quite sure whether it was because she was being mean, or because she was right.  They were harsh words, all right, but there was a sliver of hard truth in them.  As much as Fluttershy hated to admit it, Nocturne did act cruelly to ponies often, so it was probably through karma that Nocturne earned his reputation.  The way he acted, it was only natural for ponies to hate and fear him so much, so to a degree, he did deserve what he was getting.

But there had to be a reason.  And if anypony knew about Nocturne's past, Fluttershy could learn it, too, and find out why Nocturne distanced himself from others.  Whatever reason it was, Fluttershy was sure it wasn't malicious.  Nopony acted malicious without reason.

With the possible exception of Discord.

“I heard he's an alien!”

Fluttershy and Dash both looked at Pinkie, baffled at her ludicrous suggestion.  “Uhh . . .” Dash began, unsure of how to respond, “. . . alien?”

“Sure!” Pinkie grinned, “Like, a creature from another world! Twilight says that they're in science fiction novels all the time! Yeah, and I'll bet he's like a spy, or a scout or something, sent by the mother ship to look over the place and find out all our secrets! And once he sends our weaknesses to his people, that's when the invasion begins! And they'll be all like 'Take us to your leader', and we'll be all like, 'Oh, Princess Celestia? Company!' and they'll be like 'We claim your land!' and we'll be like 'Oh, no you di-in't!' and it'll turn into a big huge battle for Equestria, with robots, and clones and lightsabers and—”

Pinkie had gone off on another tangent, and Fluttershy and Rainbow Dash could only sit and stare, dumbfounded by Pinkie's bizarre scenario.  “Pinkie Pie?” Dash interrupted, “What the hay are you talking about?!”

Pinkie stopped talking and stopped moving at the same time, and simply stayed there, floating in the air.  She looked as though she had been taking a nap instead of paying attention to something important, and had just been shaken awake.  “Hmm,” she pondered, a hoof on her chin, “I guess I was thinking about something else. Oh, well! I'd still like to party with the little furry guys! Yub-yub—oops, I mean, yep-yep!”

Fluttershy smiled nervously and Dash facehoofed.  “Anyway,” Dash continued, “All I know about that jerk is what he shows us. And I know you wanna make him into some sad, lonely pony, but until he tells us so, we have to go by what he does. And no sad, lonely pony would do what he did.”

Fluttershy nodded. Dash was right in so many ways, but in just as many ways, she could be mistaken.  Just because he never put his pain on display, didn't necessarily mean he didn't feel it, right?  There was probably a lot more going on below the surface, something that Nocturne wasn't willing to show.  But who in all of Ponyville knew enough about him to be able to tell her what it was?  As smart as Twilight was, she didn't know anything about Nocturne, and could only guess.  And even though Rainbow Dash had herself had a close encounter with Nocturne, she only knew what she could see.

There must be somepony who can help, Fluttershy thought, Somepony who knew Nocturne before he was the 'phantom pony'.

“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.”

Who would know better about a misjudged pony than another misjudged pony? Fluttershy reasoned as she knocked on the door of the unusual little cottage in the woods.  Luckily, Zecora's house was a good distance away from Nocturne's territory, and if anypony could have a chance at understanding Nocturne's secret side, it would be her.  Fluttershy was ashamed to admit it, but she'd thought ill of Zecora in the past without actually knowing her.  But, as it turned out, she wasn't bad at all.  So, it stood to reason that Zecora would be the one to understand Nocturne better than anypony.

The door opened, and the zebra pony stood on the other side.  “What a surprise to meet my eye,” she said in her heavily-accented voice, “A lovely visit from Fluttershy!”

“Hello, Zecora,” Fluttershy replied amiably, “I was wondering—um, that is, if you're not too busy—if I could ask you some questions. I-if you can't, I understand . . .”

“No, please, come in, my friend,” Zecora smiled and bade her enter, “What is this help you wish me to lend?”

Fluttershy entered and tried not to let Zecora's unusual décor put her off too much.  “Um, well,” she began uneasily, “I was just thinking . . . well, since we didn't really know a lot about you before we met you—I don't mean that to be mean, or anything—but, I just thought you would know what it's like . . . having ponies judge you before they know you—like I said, I don't want to sound mean—but, there's another pony I know . . . well, kind of . . . and nopony really knows about him too much. And I just thought, maybe, I could ask what you think about him . . .”

Zecora smiled and nodded, “Your heart, it longs, your feelings yearn, to solve the mystery of Nocturne.”

Fluttershy was amazed, “Yes, that's right. How did you know? Could you . . . read my mind?”

Zecora chuckled, “The word about town causes you to frown.”  

As if on cue, Fluttershy frowned dejectedly; again, Zecora was right.  “I just want to know why they think that way,” she answered, “What did Nocturne do that was so awful?”

Zecora started scrutinizing her shelves full of strange ingredients.  “Is Nocturne truly a bad seed?” she asked, “Unclear: ponies' hearts can be hard to read.”  She found a jar containing a strange pink flower and plucked it from the shelf, placing it on the wooden counter.  She searched the same shelf, further back, and pulled out a jar of herbs, colored bluish-black, and sat them next to the pink flower.  Dragging over a bowl from a far side, Zecora opened the jar with the pink flower and plucked a petal from out of the jar, placing it into the bowl.  Taking the other jar in her teeth, she shook out a dash of the blue-black herbs on top of the pink petal, set the jar down, and began to mash the bowl's contents together with her hoof.  All the while, Fluttershy watched her patiently, wondering what she was doing and how it would help.  She was about to ask as Zecora took a bottle of clear liquid and carefully hovered it over the bowl, but before Fluttershy could speak, one drop from the bottle fell on the mishmash in the bowl  As soon as it made contact, the mixture gave off a small explosion of dark-blue smoke.

“This spell will tell us of the past,” Zecora explained, “Read it carefully, for it will not last.”

Fluttershy dutifully paid close attention to the smoke, and saw it changing shapes in the air.  A chunk of the smoke separated in the middle, framed by the rest of the cloud, and it began to take a definite form—a crescent moon, with what looked like a musical note hanging inside.  The outer cloud swallowed the symbol, and the cloud reshaped into the form of a very small foal—a foal with large bat wings and a hat.

Fluttershy gasped, “That's Nocturne!”

“It is, indeed,” Zecora confirmed, “Now, continue to read.”  They both watched as the smoke-foal hung there in midair, clutching its chest with its hooves; a close look saw that that area of the smoke-foal glowed red, like a beacon, and flashed on and off.  It seemed to cause the smoke-foal a great deal of pain.  An even closer look saw small droplets of smoke fall away from the smoke-foal's face; it was crying.

“A searing pain, deep in his heart,” Zecora theorized, “A difficult thing from which to part.”  The beacon stopped flashing for a moment, and the smoke-foal bent its head toward its chest, where the flashing light began.  It looked as though it were still crying, and it made Fluttershy's heart ache to watch.  After a long stretch of seeing this, though, the smoke-foal slowly and subtly began to grow.  Its already-large wings grew larger, and the glowing light returned, but remained bright and steady instead of flashing, and instead of in its chest, the glow permeated its eyes.  The smoke-pony looked up, and at once, it stood on its hind legs, spread its wraithlike wings, and glared at Fluttershy with its vicious red eyes.  The smoke cloud reformed, and it became a zoomed-in look at the smoke-pony's face, showing cruelly-hooked fangs in its wide-open mouth, and its eyes sporting an even brighter red glow.  Fluttershy even thought for a minute that she could hear it roar—could hear Nocturne roar—in a frightful fury.  It was horrifying.

Fluttershy turned away, shaking and holding back tears just as the smoke dissipated.  Zecora approached Fluttershy and placed a hoof on her back, “Are you quite all right, my child? Those images do seem quite reviled.”

Fluttershy took several deep breaths to calm herself, then turned back around, “I'm okay, Zecora. But . . . well, I'm grateful for your help, but . . . . is that all it could tell us?”

“The smoke tells all, both sweet and sordid,” Zecora explained, “but it can only tell what is known and recorded.”

Fluttershy was confused, “So, the spell doesn't know any more than anypony else does?”

Zecora nodded, crestfallen, “Sadly, yes, its limits are true. But with this knowledge, what do you intend to do?”

Thinking for a moment, Fluttershy found a bright side almost immediately.  It may not have explained much, but Zecora's spell did make one thing perfectly clear—it proved that Nocturne's wicked behavior was, indeed, a cover for inner turmoil.  Fluttershy had been right all along.

“Umm, Zecora?” Fluttershy inquired gently, “Umm, you said the spell only tells what ponies already know and have written down, right? How does that work, exactly? Whose knowledge does it tell, and what records does it use?”

Zecora supplied the answers, “Nocturne's past, both the gay and the ill, stem from here in Ponyville. All of Nocturne's fear and woe, were shown through ponies here who know.”

“So, somepony here in Ponyville knows what happened to Nocturne?” Fluttershy asked, finally feeling hope at last, until a thought occurred to her, “Wait . . . it isn't just Nocturne who knows, is it?”

“Strangely enough, the spell seems slacking,” Zecora replied, seeming to be befuddled by this problem, “Either that, or Nocturne's knowledge is lacking.”

Fluttershy was bewildered as well.  How could Nocturne not know his own past?  It seemed too silly to be true, but she didn't want to think that Zecora's spell was anything but helpful.  This was getting stranger and stranger by the minute.

But as long as Fluttershy knew for sure that Nocturne was not evil, it was all she needed.  “Thank you so much, Zecora,” she said, smiling, “This helped a lot. How can I repay you?”

“I was glad to assist you, dear,” Zecora replied with a benign smile, “For now, it seems you've lost your fear. Is there anything else you need for your venture to succeed?”

“No, thank you,” Fluttershy said politely, “You've done so much for me. Thanks again!”  And with that, Fluttershy took her leave.  This made it clear that somepony in town knew what made Nocturne become a beast, and if Fluttershy had to visit each pony in town, one by one, she would do it.  Given her notorious timidity, she knew she was risking her own constitution by visiting ponies she didn't quite know, but she kept her head and pressed on.  She knew that, if it could help warm Nocturne's cold heart, it would all be worth it.

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.”

“I was right, Applejack! Nocturne really is just lonely! All he needs is a little kindness! I went to Zecora, and she told me so! Ooh, I know I can help him now! I know it!”

Applejack frowned at her friend's uncharacteristic zeal.  “You're a glutton for punishment, aren't you, Fluttershy?” she said dryly.

“Applejack, please, trust me,” Fluttershy replied, “I know he's a good pony, now. All I need is to figure out what happened to him, and why he went to live in the Everfree Forest, and I know I can make him feel better. I know it!”

“Is that why y'all came here, Fluttershy?” asked a tiny voice next to Applejack.  Her younger sister, Apple Bloom, had been listening to Fluttershy since she'd arrived at Sweet Apple Acres.  “You want to talk to Granny Smith, don't ya? She knows everythin' about Ponyville's history!”

“That's right, Apple Bloom!” Fluttershy smiled at her, “I knew your Granny Smith would be the best pony to talk to about Ponyville's past, and if anypony knows about what happened to Nocturne, she does!”

“Yeah!” Apple Bloom agreed excitedly, “You wait right here, Fluttershy, and I'll go get her for ya! Don't go away, now!”  And Apple Bloom raced back to the house as fast as her tiny little legs could carry her, her red bow bouncing in the breeze.

Applejack shook her head, “Fluttershy, if I wasn't your friend, I'd swear y'all had gone plum daffy. You do know that Rainbow Dash is laid up 'cause of that varmint, don't ya?”

“He was just protecting himself, AJ,” Fluttershy rationalized, “Rainbow Dash confronted him, and she was way too loud and mean, so Nocturne fought back. I'm not saying it wasn't his fault. What he did was terrible. But I know he would've acted differently if Rainbow hadn't been so mean.”

“I can't believe I'm hearin' this,” Applejack sighed, “You wanna tell me that after everythin' that's happened, after he scared you, hurt Rainbow, and threatened to hurt you too, you still think that Nocturne fella is decent? You really believe that?”

Fluttershy took a deep breath and eyed her friend with a steady, resolute gaze as she replied, “Yes.”

Ordinarily, Applejack would have felt frustration creep up on her; stubbornness was hard to deal with, and Fluttershy was hardly ever this stubborn.  But she had seen the look in the Pegasus' eyes; this time, she was putting her hoof down and keeping it down—something else she hardly ever did.  Applejack nodded, relenting, “Okay. I understand. This means more to you than I thought. A lot more. I still think it's best not to fool around with Nocturne, but if ya really think he's okay, I won't say anythin' more on it.”

Fluttershy felt her heart swell, “Don't worry, Applejack. I promise, if I can't help Nocturne, or at least prove he's a good pony, then I'll walk away from the whole thing. I know there's some good in him deep down, but if I can't help him, then it's not worth worrying my friends like this.”

Applejack approached Fluttershy and put a hoof around her shoulders, “You should be worried about yourself, sugarcube. We all are.”

“Well, now, what's all this about a 'rock-burn'?”

Fluttershy and Applejack turned to see Granny Smith slowly trotting up to them, led by an excited Apple Bloom.  “Oh, hello, Granny Smith,” Fluttershy smiled, “I was hoping I could talk to you about someth—what? Oh, no, it's actually 'Nocturne', Granny Smith. 'Nocturne'.”

Granny Smith looked confused for a second, then returned the smile, “Oh, of course, dearie. Why, I thought a 'rock-burn' sounded silly, anyways. Now, then, darlin', tell me about this Nocturne, and I'll see if I can remember 'im for ya.”

Fluttershy nodded, “Well, um, you see, Nocturne is the Pegasus living in Everfree Forest and scaring ponies who come near him. Everypony says he's a monster, and I think he wants us to believe that, but I think he's just lonely and angry and needs a friend. Do you think you can remember anything about him, maybe from his foalhood?”

“Hmm,” Granny Smith paused, putting a wrinkled hoof to her chin in thought, “Well, I might recall a young'n wearin' a hat. Big white fedory-type thang, I reckon. Little darlin' looked so cute, it bein' too big for 'im and all. Big ol' bat wengs, though. Not too easy on the ol' peepers.”

“That's him!” Fluttershy answered, “Can you remember what he was like?”

Another pause, complete with chin-stroking, and Granny Smith recounted as best she could, “Hmmm . . . now you mention it, lil' Nocturne was a lonely young'n. No friends, nopony to love 'im. Used to try all kinda thangs to earn his cutie mark, but ain't nopony notice or care. Coulda been those wengs, I reckon, but it coulda been those red eyes, as well. Then one day, just up and ran away.”

“Do you remember why he left, Granny?” Apple Bloom looked up at her grandmother expectantly.

Granny Smith pondered in her third pause of the moment, but couldn't seem to reply in the affirmative.  “Sorry, dearie,” she finally answered, “Can't seem to recall. Must be them small details.”

“But, Granny Smith, that don't make any kind of sense,” Applejack shook her head, “You remember everything about Ponyville's history. One little old incident should be easy to remember for you.”

“Ahh, but there's the trouble, hon,” Granny Smith replied solemnly, “If I remember right, whatever sent lil' Nocturne away, that was somethin' nopony remembers. Prolly 'cause, if'n it was that bad, nopony wants to remember.”

“So, it was really bad for everypony, and not just Nocturne?” Fluttershy asked.

“I reckon so, darlin',” Granny Smith replied, “All ponyfolk got diff'rent ways of forgettin'. Fact, you may just be right. Lil' Nocturne ain't no monster, he just has a diff'rent way of forgettin' thangs, is all.”

Fluttershy understood what Granny Smith was saying.  Nocturne didn't attack Rainbow Dash because he was being deliberately cruel.  It was the same reason he had scared Fluttershy away—because anypony on the outside had a chance to remind him of his pain.  He didn't want that; in fact, given what he'd done to Dash, he was desperate not to let that happen.

He really was just in pain.  Terrible pain . . .

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!”

Ever since he scared that little annoyance out of the woods, she'd come back to bother him at least once a day, up until yesterday.  It had been five days since then, and in that time, only one day had come and gone in which Fluttershy had not shown up with more gifts or letters or kind words.  He was glad he didn't have to put up with her all day yesterday.

Not because he hated her, but because he didn't know whether he should.

For four days, Nocturne had paced the woods, trying to figure out what was going on inside his mind.  He was feeling emotions he'd never felt before (at least to his memory, which was spotty at best).  Just the existence of that Pegasus brought up vicious conflict inside him, and Nocturne hated it.  He wanted to make her pay for making him feel this way, but another side of him was ashamed of feeling that way towards her.  He wanted Fluttershy to leave him alone, but at the same time, he wanted to see her again, at least one more time.  Did he hate her?  Did he want to thank her?  Did he want to repay her kindness, or beat her within an inch of her life?  Did he love her, or did he never want to see her again?  It was so difficult to tell, and it frustrated Nocturne to no end.  He couldn't remember the last time he'd felt this way.

He couldn't remember feeling anything like this at all.

Nocturne suddenly went still and held his breath.  Voices.  At the edge of the woods. More intruders.

He swiftly made his way to the edge of the forest, once again aided by his excellent night vision and intimate knowledge of the woods.  Four days ago, that Fluttershy mare had brought him a basket.  Three days ago, her impudent rainbow-colored friend had stormed in, raising Tartarus and practically begging for a beatdown.  Two days ago, the local mail mare had foolishly come to his forest with another of Fluttershy's stupid letters.  He had grown careless yesterday, thinking nopony would be along to bother him again; now today, more intruders were threatening his isolation.  Nocturne was at his wit's end; this madness had to stop.  He couldn't stand any more ponies invading his territory.

And from the sound of the voices as they got closer, three ponies had come to do just that.  Young ones, by the sound of them.

Yes.  Three ignorant, oblivious young fillies . . . . . .

Day 5 continued

Everfree Forest, the woods just outside Ponyville, loomed over the horizon of Equestria, all sight over it prohibited to 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 . . .

“I don't know about this, girls,” Sweetie Belle muttered nervously, “We've been in those woods before, and things didn't really go well then.”

“Relax, Sweetie Belle,” Scootaloo replied, a determined grin on her face, “We got this! If anypony can do it, the Cutie Mark Crusaders can!”

“Okay, y'all, remember the plan,” Apple Bloom reminded them, “We track down Nocturne, watch him without lettin' him see us, and we take notes on everythin' he does. It'll help us solve the mystery of why he's been here since he was a foal.”

“But, what if he catches us?” Sweetie Belle asked, “What if he hurts us like he hurt Rainbow Dash?”

“He didn't hurt Rainbow Dash!” Scootaloo corrected (she hadn't fully come to terms with what Nocturne had done to her idol), “He just sucker-hoofed her, is all. Probably did it while her back was turned, too . . .”

Apple Bloom rolled her eyes and continued, “Well, we just tell him we're friends of Fluttershy, then take off before he can do anythin'. Fluttershy told me he hasn't hurt her yet, and if he won't hurt Fluttershy, then he won't hurt us, neither.”

“Sounds good, I guess,” Sweetie Belle shrugged, “But how will this help us figure out what happened to Nocturne?”

“This is as good a plan as any, isn't it?” Scootaloo asked, “Besides, if he's a monster, like everypony says he is, then we have a chance to capture him and send him to Canterlot, so they can study him. He might just be a new species of pony we've never seen before! We'll be famous, and we'll earn our cutie marks for sure!”

“But, if he's really just a misunderstood pony, like Fluttershy said,” Sweetie Belle hypothesized, “then we might be able to talk to him, you know? Be his friends. That way, Fluttershy won't have to do anything risky anymore, we can prove Nocturne is a good pony, and everypony in town will know they're safe from him. We could earn our cutie marks that way, too, right?”

“Either way, we'll know what happened to Nocturne, and the mystery'll be solved!” Apple Bloom spoke eagerly, “No matter how we do it, we'll do it! Together! We can help the town, and Fluttershy, and maybe even Nocturne too! And we'll get our cutie marks!”

“You said it!” Scootaloo agreed.

“Okay, I'm in,” Sweetie Belle followed suit, feeling much more confident.  All three fillies put one hoof in, gave each other an assuring look of solidarity, and they gave a collective shout of triumph:

“CUTIE MARK CRUSADERS! YEAH!!”

And together, they ventured into the Everfree Forest, resolute and ready to face the danger.

They didn't know how unprepared they really were.

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?

“LET US IN, TWILIGHT!! LET US IN!! HURRY!!”

Twilight Sparkle heard the desperate screams and relentless banging at the door of the library and ran to open it.  All at once, three ponies came rushing in like three small blasts of wind, and Twilight was caught in their wake and left in a daze.

Spike and Fluttershy heard the commotion, and saw Sweetie Belle, Apple Bloom and Scootaloo rush in.  Fluttershy had arrived to try and convince Twilight of what she'd learned about Nocturne, but she couldn't help but try to suppress a feeling deep down inside that Nocturne might be responsible for the looks of fear she saw on the young fillies' faces.  She did say a little too much to Apple Bloom yesterday; Fluttershy hoped she hadn't said anything that would get the gears in her mind working.

While the Cutie Mark Crusaders' exploits were well-meaning, they had been known to stir up trouble.

“Hey, what's the matter with you guys?” Spike asked, worried, “You look like you've seen a ghost!”

“No,” replied Scootaloo, her voice trembling, “Worse.”

“Was it some kind of monster?” Twilight asked, finally resuming balance.

“Worse than that!” Sweetie Belle cried.

“Was it . . .” Fluttershy hesitated, not wanting to think about it herself, “. . . . a dragon?”

“Even worse than that!” Apple Bloom shrieked, but backpedaled after a glance at Spike, “Um, no offense, there, Spike.”

“None taken,” Spike assured, “But what was it? What did you see?”

“It was,” Sweetie Belle began, her voice shaky and broken, until she finally squealed, “It was . . . . . IT WAS HIM! NOCTURNE!!”

Twilight, Fluttershy and Spike gasped, and Twilight looked toward Fluttershy, a little displeased, “Nocturne, huh?”

Fluttershy was at a loss for words.  She was just as shocked as the others, but infinitely more baffled.  Once again, she thought she'd figured Nocturne out, and once again, it seemed she was wrong.

“Fluttershy, don't you see now?” Twilight asked desperately, “This is why I didn't want you to try appealing to him. Nocturne is dangerous. He hurt Rainbow Dash, threatened you, and now look what he did to the girls! He's not even above hurting them! Don't you see why your friends were worried about all the time you've been spending on Nocturne? We didn't want you to get hurt! We didn't want anypony to get hurt! I know you're intentions are good, but please, stop this before it goes too far.”

Fluttershy was almost convinced by Twilight's words.  Had she not learned what she had learned yesterday, this would have been the final straw.  But she was absolutely certain, now.  He'd only done what he'd done to Rainbow Dash because she provoked him; he would never repeat that unless he knew he was in legitimate danger.

And three fillies were hardly a threat to him.

“It wasn't him, Twilight,” Fluttershy said simply, “Nocturne didn't do this.”

“What?!” Twilight retorted, stunned, “Fluttershy, what's gotten into you? How can you possibly go on thinking that this monster is any—”

“Please!!” Fluttershy begged, stopping herself like before, “Oh, no, I interrupted again. I'm getting so bad about that . . . . but Twilight, you have to believe me. I know Nocturne is good, deep down. I'm surer of that now more than ever. Whatever scared the Cutie Mark Crusaders, it wasn't Nocturne.”

“There's one flaw in your assessment, Fluttershy,” Twilight reminded, “If it wasn't Nocturne, then why would the girls say it was him?”

Fluttershy admitted, she was stumped at that one, but the obvious answer was to get their side of the story.  If they say it was the bat-winged pony with piercing red eyes, then Twilight would have every reason to be worried.  But it would also mean that all of Fluttershy's efforts were wasted; while she had been confronted with this possible outcome in the past, this time, to Fluttershy, it was no longer possible.  She was sure that, whatever the Cutie Mark Crusaders would say had attacked them, they wouldn't say it was Nocturne.

Fluttershy walked over to the frightened fillies as Spike comforted them.  “Girls,” she said gently, “Don't you worry. You're safe now. Just tell us what happened, and we'll help you however we can, okay?”

It took the girls a few seconds to get themselves together, but they seemed calm enough to talk after a few seconds.  Apple Bloom was the first to speak up, “We're awful sorry, Fluttershy. We . . . we just wanted to help . . .”

“I understand, Apple Bloom,” Fluttershy replied calmly, “But it's all over now. You're not in trouble. Just tell us what scared you, and once we know what it is, we can make everything better, okay?”

There was a brief pause in which nopony spoke or moved.  The Crusaders still seemed shaken, despite their best efforts to calm themselves.  Finally, Sweetie Belle bravely stepped forward and began, “Okay. Well, here goes . . .”

Okay, so we went to the Everfree Forest.  Apple Bloom had gathered up Scootaloo and me, and we made our plan to go and watch Nocturne, in case we could learn something about him. You see, we wanted to help Nocturne—you know, be his friend, so he wouldn't be a monster anymore.  That way, nopony would be scared of Nocturne or worried about Fluttershy anymore—

“Yeah, yeah, get to the point, Sweetie Belle!” Scootaloo complained.

“Scootaloo!” Apple Bloom admonished, “That's just plain rude! Let Sweetie finish, please!”

Scootaloo laid herself down on the floor, pouting and propping up her head on her hooves, “Fine, go ahead . . .”

“Thank you,” Sweetie Belle said politely before resuming.

Okay, so, we went inside, and we needed a plan to find Nocturne quickly.  So, Scootaloo suggested we climb a tree, and Apple Bloom said, “Okay, let's git awn up inta that thar tree, y'all!”

“I don't sound like that!” Apple Bloom complained.

“I'm sorry, but I can't do accents very well,” Sweetie Belle explained.

“You forgot about the part where you tripped on that branch!” Scootaloo added.

“Girls,” Twilight interrupted their bickering, “Let Sweetie Belle continue, please.”

So, I said, “I don't think that's a very good idea.”

But Scootaloo just started pushing me up into the nearest tree, and Apple Bloom said, “Don't y'all worry, Sweetie Baylle. We're raht behahnd ya!”  So we climbed up into the tree, but it took such a long time!  Do you know how hard it is to climb a big tree with hooves? Especially our little tiny hooves?  I scratched my leg, and Rarity gets really upset with me if I mess up my coat—oh, yeah, sorry, the story.

Well, we got up into the tree, and I felt something move up there with us.  So I said so, like, “Girls, I think there's something up here!”

And Scootaloo was like, “That's your imagination.”

But then I felt it again.  It slithered past my rump, and it felt so creepy!  So I turned around and kinda panicked a little bit, but Apple Bloom was like, “Don't panic, Sweetie Baylle. Jest grab one o' us if ya fawll.”

I felt better for a minute, but then I saw it! It was a snake!  I screamed and backed up, but Apple Bloom and Scootaloo were behind me, and we all fell over each other and tumbled out of the tree.  And Scootaloo landed right on her bottom, and she started crying—

“For the last time,” Scootaloo defended, “I was not crying! And it wasn't even that big of a snake! It didn't even have any fangs!”

“I still don't sound like that,” Apple Bloom sulked.  But a stern look from Twilight and Fluttershy kept them both quiet, and Sweetie Belle proceeded to the end.

Okay, so then we're dusting ourselves off, but that's when we heard something moving in the trees.  We all turned all over the place, but we didn't see anything.  Then, we all panicked when we heard a scream, but it was just Apple Bloom. She'd got bitten on the flank by a mosquito—

Scootaloo started snickering, and Apple Bloom frowned, with a hint of a blush.  “I wish you'd left that part out,” she muttered.  Sure enough, on her left flank was a small, red bump where her cutie mark would be (if she had one).

Well, after that, we heard something move again.  We looked, but there was nothing there.  We all stood close, flank-to-flank, for a while, trying to find out what was in there with us.  Then Apple Bloom said, “Hey, y'all! Maybeh that's Nawkturne out thar!”

Then Scootaloo stepped up and said, “Hey, Nocturne. That you? We just wanna talk, that's all.”

Then I said, “Scootaloo! He's not supposed to see us, remember?”

But he did see us!  He jumped out at us and roared, “You look delicious! And I'm hungry! Raaaaa-raaaa-raaar!!”  He spread his big bat wings and kept roaring, “RAAAAAAAAAAAAR!!”

And then we all screamed and ran away.  We thought we could hear him coming after us in the woods, but once we got out, I think we lost him.

Sweetie Belle finished, and Twilight and Fluttershy glanced at each other.  “Bat wings, huh?” Twilight said, extending a hoof to Sweetie Belle as if presenting evidence, “Sound familiar?”

“Sweetie Belle, are you sure that's what you saw?” Fluttershy asked, “You're absolutely, positively sure you saw big bat wings?”

“Well, I guess . . .” Sweetie Belle looked downcast, “But we were all really scared. I'm lucky I remembered anything that went on in there!”

“That's for sure!” Scootaloo stood up straight, “You messed that whole story up! That's not how it happened at all!”

“Is that so?” Twilight asked, intrigued, “Well, why don't you tell us your side of the story, Scootaloo? What do you remember seeing in those woods?”

Well, first of all, we weren't even in the woods for ten seconds before Sweetie Belle tripped over a branch.  We heard her yelp, and we looked over at her.  Apple Bloom was all worried and stuff, but I knew everything was fine.

“So, that other squeal wasn't a chipmunk?” Apple Bloom quipped, raising an eyebrow.

“Psh, whatever,” Scootaloo retorted in a low mumble before resuming.

So, I suggested we climb a tree so we could get a better view.  Apple Bloom agreed, and we had to push Sweetie Belle up there, too.  We looked around, and Sweetie Belle said that there was something up there, but we thought she was just panicking.  And of course, she was, 'cause she started screaming at this tiny little snake up in the tree, and she started freaking out and pushed us all out of the tree—

“It was an accident!” Sweetie Belle squeaked, “And it was not a little snake. It was gi-normous!”

“And don't forget, Scootaloo started cryin' once she landed on her backside,” Apple Bloom added.

“I was not crying!”

“Girls!” Fluttershy spoke up over them, “No fighting, please.”

The fillies gave a guilty chorus of “Sorry, Fluttershy,” before Scootaloo resumed her perspective.

Well, we shook off the fall, and that's when we all started hearing sounds.  At first, they came from all around us, but then we heard something else.  Apple Bloom yelled out to us, but when we turned, she was scratching her flank and whining about a bug bite.

“I wasn't whinin'!” Apple Bloom argued, “But it was a real big bug! And it stung so bad!”

“Apple Bloom's right,” Sweetie Belle defended, “She wasn't whining. I've lived with Rarity long enough to know what whining sounds like.”

“Come on, guys, can't you just tell the story without stopping each other?” Spike reasoned.

“Thank you, Spike,” Scootaloo said with a trace of indignity before resuming.

Okay, so then we starting hearing more sounds, and whatever was moving around in those woods was coming closer.  Apple Bloom thought it was Nocturne, so I walked up to settle the situation, and of course, Sweetie Belle was all worried something was gonna happen.  But I guess she was right to worry, 'cause that's when Nocturne jumped out at us and threatened to eat us!  Gross, right?  I'm pretty sure I could've taken him if he hadn't taken us by surprise, but I was with Sweetie Belle and Apple Bloom and all, so I thought it was best to split.  It followed us for a while, but we lost it!  I don't remember seeing wings, but I think I saw red eyes before we left.  Yeah, like these big, creepy red eyes that you could see even in the dark!

“Red eyes, Fluttershy!” Twilight said after Scootaloo finished, “Red eyes! What more do you need?”

Fluttershy did admit, the evidence against Nocturne was stacking up quickly.  But she refused to believe that Nocturne would threaten to eat another living thing.  For one, all ponies (as far as she knew) were herbivores, and couldn't eat so much as a mouse, let alone another pony.  That, and as much as she'd found out about Nocturne, the only violent act he'd been known to commit was beating up Rainbow Dash; while still terrible, it was tame compared to cannibalism.

“They didn't glow, though,” said Sweetie Belle, “At least, I don't think they did . . .”

“Yeah, ya left that out, Scootaloo,” said Apple Bloom, frustrated with this side of the story, “In fact, ya went through that story way too quick! You left out a bunch o' things!”

“I didn't leave out your new cutie mark, though,” she snickered, pointing to Apple Bloom's mosquito bite.

Sweetie Belle added, “But what about when you fell out of the tree and started cr—”

“I TOLD YOU, I WASN'T CRYING!”

“Apple Bloom, your turn!” Twilight spoke up over the bickering, trying to move things along, “You haven't told us what you think happened, yet.”

“Okay, then,” Apple Bloom nodded, “Let me tell y'all what really happened.”

We went into the forest, ready to solve the mystery of Nocturne.  It was plenty dark, but we weren't scared, least not at first.  We couldn't see too much, so we needed a good place to search the woods from.

We stopped for a minute when we heard Sweetie Belle yelp.  Unfortunately, that's the one part of the story Scootaloo got right—she did trip on a branch.  She was okay, though, so we moved on.

Scootaloo said, “I think we need to climb up a tree, that way we can at least see over stuff.”

I said, “Good idea, let's try that one,” and I pointed to this big ol' tree nearby.

Sweetie Belle was a little nervous, and she was like, “I don't think that's such a good idea.”

But I said, “Don't worry, Sweetie Belle, we're right behind you.”  And so me'n Scootaloo helped her up into the tree.  Took us awhile, but we made it, and we started lookin' around.

Then Sweetie Belle said somethin' like, “I think something's up here with us!”

But Scootaloo was like, “That's your imagination.”  But then she started hollerin', and we saw the snake she was worried about.  She freaked out and shook the tree,and we all tumbled out—

“Don't say I cried!” Scootaloo stopped her, looking more serious about it now, “I wasn't crying! I really wasn't!”

Apple Bloom sighed, “Fine. I'll forget about the cryin' if you let me forget about the mosquito bite.”

Scootaloo considered this for a minute, then shrugged, “Okay, fair enough.”

“What about the branch, and the snake in the tree?” Sweetie Belle asked, upset.

Scootaloo patted her shoulder, “Don't worry about it, Sweetie Belle. None of that stuff really mattered to the story anyway, I guess.”

“Yep,” Apple Bloom agreed, “It's all behind us, now. Okay?”  Sweetie Belle beamed, and nodded her compliance, and Apple Bloom continued, “Okay, so the thing about the branch, the snake, the tree, and the mosquito didn't happen . . .”

But once we got out of the tree, we started hearin' real creepy sounds.  At first, they came from all around us, but then we saw some bushes movin', and I was pretty sure we'd found Nocturne.

So Scootaloo went up and said, “Hey, Nocturne, that you? We just wanna talk, that's all.”

But Sweetie Belle remembered the plan and said, “Scootaloo! He's not supposed to see us, remember?”

But it was too late.  Nocturne jumped out at us and roared, and he said, “Mmmm, you look delicious, little fillies! Time for a SNACK!”  We freaked out and ran, but we were worried he would catch up to us. We heard 'im gainin' on us for a while, but once we got out of the woods, we didn't hear nothin', so we thought it was safe. You shoulda seen 'im, the big wings, those red eyes, them sharp claws, those—

“Wait, what?” Spike stopped them, “Claws? Since when do Pegasi have claws?”

Apple Bloom seemed to reconsider her words, “Uhh, well . . . I guess they don't. But, what other Pegasus has big ol' bat wings?”

“Actually, I saw claws, too,” Sweetie Belle supported the notion, “But I didn't really think about it. I guess it was 'cause I was so scared.”

“Hey, yeah!” Scootaloo added in realization, “He did have claws, didn't he? Maybe he just . . . I don't know . . . grew them while he was living in the woods?”

“Was it wearing a hat?”

Everypony was surprised by Fluttershy's question, not only by the question itself, but because of her insistent use of the 'it' pronoun.

“Oh, that's right!” Apple Bloom suddenly realized, “Nocturne wears a fedora, doesn't he?”

“A fedora?” Scootaloo retorted, “Psh! Lame . . .”

Sweetie Belle smiled, “I don't know, I think fedoras are kinda cool.”

“Girls, focus,” Twilight spoke up, “Did you see a fedora, or any kind of hat on his head?”  All three girls shook their heads.

“See, Twilight?” Fluttershy asked, “It couldn't have been Nocturne. Whatever this thing was, it wasn't wearing a hat. I always see Nocturne wearing it, so it couldn't have been him.”

Twilight eyed Fluttershy skeptically, “You don't think he could have taken it off for a minute?”

“Isn't there anything else you guys can remember?” Spike asked.

All three fillies thought for a moment, until Sweetie Belle finally answered, “Well, I thought there was something weird, but I didn't wanna bring it up, 'cause it didn't really make a lot of sense . . . um, well . . .” she seemed to struggle to put it together in her head, but pressed on, “. . . . he looked like he walked funny. Like, he didn't walk on four legs, you know? Like . . . he had no legs.”

Apple Bloom and Scootaloo looked back at her, not out of confusion, but out of awe.  “Yeah, I remember that, too!” Scootaloo responded, “In fact, I didn't even hear the clip-clop of his hooves when we were running! It was like he was . . . . gliding.”

“And he couldn't have been flyin'!” Apple Bloom added, “There wasn't enough room to flap his giant wings! It really did seem like he was glidin', or hoverin', or . . . well . . .”

“Slithering?” Twilight asked, and the Crusaders all agreed.  A look of clarity suddenly flashed over Twilight's face, and she rushed over to a bookshelf, pulling a book from it with her magic.

“What is it, Twilight?” Spike asked with a mix of concern and excitement, “You on to something?”

“You bet, Spike,” Twilight replied as she flipped through the book (the title read The Behaviors and Habitats of Amazing Creatures).  After a few seconds of flipping through pages, Twilight seemed to find what she was looking for, “Here it is!”  She walked back toward the group, carrying the book with her, and held it up in front of the girls, “Is this what you saw?”

The girls stared at the page Twilight found, reading the information printed on one side:

Of all creatures that exist in the land of Equestria, few are as deadly and cunning as the Lamia.  A bizarre creature with the head, chest and front legs of a wildcat, and the waist and tail of a serpent, the Lamia can be found in dark forests, rocky mountains, or harsh deserts.  Able to travel quickly by sliding on its tail or taking to the air with its enormous bat-like wings, the Lamia's versatility makes it a deadly predator.  It is capable of  great feats of strength, speed and reflexes, and is known for shredding its prey to pieces with its feline claws, as well as strangling it with its powerful tail.  For centuries, the Lamia's diet has made it a particularly reviled beast, as it only seems to desire—

The Cutie Mark Crusaders stopped reading and saw the picture on the opposite page—the picture of the Lamia, exactly as the book described it.  It was a monstrous sight indeed, a furry, spotted coat matted with muck and Celestia only knew what else, that extended all the way to the waist, until the fur quickly morphed into reptilian scales.  From there, the feline body morphed with it, a slow gradation from wildcat torso to snake tail.  The wings were huge, and bore the same scales as the serpentine tail, but were green instead of black.  Its red eyes had the characteristics of both snakes and jungle cats, and seemed to glare back at the readers with malice.

“THAT'S IT!” the Crusaders all announced at once, “THAT'S WHAT WE SAW!!”

Twilight looked stunned as she closed the book, “Amazing . . . the Lamia is exceptionally rare. For one to show up here in Ponyville, I—” she stopped, seeming to realize something.  She then turned to Fluttershy, her eyes forlorn, “I'm so sorry, Fluttershy. You were right all along. But it just sounded so much like him when they told us what scared them, and after what's happened, I feared the worst.”

“It's okay, Twilight,” Fluttershy replied placidly, “I understand. Nocturne's still a mystery to us all. But now we know what happened for sure.”

“Besides,” Spike added with a smile, “The Cutie Mark Crusaders are safe, and like they said, that thing stopped following them after they got out. What's the worst that could happen?”

As soon as Spike stopped, there was a tremendous BANG against the door of the library that startled everypony.  Another BANG, and the fillies started cringing; after what they'd seen, they seemed sure of what was making that sound.

CRAAAASH!!

The door was broken down, taking much of the wall around it with it, and a menacing, 25-foot-long creature slithered in—the very same creature illustrated in Twilight's book.

“Ahhh, there you are!” the Lamia roared, “You little morsels thought you could slip away from me?!”

“NO!” Fluttershy bellowed, seizing her dormant courage and standing in front of the fillies, “You go away and leave them alone!”

“Get away from them!” Twilight added viciously, firing up a magical glow in her horn, “We won't let you hurt them!”

The Lamia merely chuckled; she seemed completely unfazed by the mares' attempts at bravado.  With a lightning-quick swing of a paw, she brushed Twilight off to the side, knocking her into a bookshelf and burying her under a cascade of books.  She launched her tail into Fluttershy at the same time, catching her in the chest and bashing her into the wall behind her, knocking her unconscious.

“TWILIGHT! FLUTTERSHY!” Spike screamed before the Lamia slammed a paw on top of him, pressing him face-first into the floor.  Without another sound, the Lamia wrapped her tail around Apple Bloom, Scootaloo and Sweetie Belle, squeezing them into a tight bind, and swiftly leaped out of the library through the hole she'd made.  The Crusaders struggled against her grip, but could not move, and their screams could be heard all the way outside, fading as the Lamia dragged them away.

Spike stood up in a daze, and Twilight pushed the pile of books off of her with her magic.  “Fluttershy!” she gasped, racing toward her, “Oh, no! Are you okay, Fluttershy? Say something, please!”  She looked around in a panic, and found that the girls were gone.  “No!” she shrieked, “It took them! We couldn't stop it! It actually took them!”

“What do we do?!” Spike screamed his head off and ran around in circles in a panic, “WhadowedowhatdowedowhatdowedowhatdowedowhatdowedowhatdowedoWHATDOWEDO!?!?”

“Calm down, Spike!” Twilight yelled over him, “Don't panic! I'll stay here with Fluttershy, you go and gather the others, okay?”

Spike froze where he stood, and Twilight's words eased his panic, “Right! Gather the others! All right, here I go!”  And Spike rushed out of (what was left of) the door, stepping over wooden debris and taking off like a little green-and-purple blur.

“Hurry!” Twilight called after him, then turned her attention back to her fallen friend, “Oh, Fluttershy, hang in there! Everything's gonna be okay! I'll watch over you, and Spike's on his way to get Rarity, and Applejack, and Pinkie Pie and Rainbow Dash. They'll get the girls back! I know they will!”

Twilight wished she could go with them, but guilt kept her where she was more than anything else.  All this time, she didn't believe Fluttershy, and now when the evidence was clear, it hurt her deep down.  After staunchly believing Nocturne was behind this, now that she knew she was wrong, she knew caring for Fluttershy while she lay unconscious was the least she could do to make it up to her.  The shame went even deeper than that, she soon realized—she'd formed a conclusion without considering the variables.  She almost never did that, and believed it must have been fear, clouding her judgment.  Fear of the unknown.  Fear of what could not be prepared for.

Fear of what might happen to her friends.

She only hoped Spike would hurry before it was too late; glancing at her copy of The Behaviors and Habitats of Amazing Creatures (it had fallen open to the Lamia page in the confusion), she shuddered at the last sentence, the one the Cutie Mark Crusaders had not finished reading:

For centuries, the Lamia's diet has made it a particularly reviled beast, as it only seems to desire the young of other species, particularly pony foals.

Day 5 concluded

“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?!”

Nocturne moaned as the dark shapes swimming in front of his eyes slowly came back into focus.  He didn't know how long he'd been out, and he was even less sure of how he was knocked unconscious in the first place.  He slowly stood up, instinctively felt the top of his head, and relaxed when he felt the reassuring fabric of his fedora.

The last thing he'd remembered, he'd heard three voices babbling at the edge of the woods.  None of them could be Fluttershy; by now, he'd remembered what she sounded like, and those three voices sounded too young for one of them to be her, anyway.  He'd started moving toward them, ready to punish them just as he had done to everypony who trespassed in his territory.  He had flexed his wings to their full span, ignited the glow in his fiery eyes, and . . .

Been knocked out cold.

Whatever it was that had ambushed him was good.  It was strong, stealthy, and managed to get the drop on him.  Nopony had ever gotten the drop on Nocturne before (physically, anyway).  Now, whatever it was must've scared his intruders away, for both it and they were gone.  There was no longer a reason to take defensive measures.  The interlopers were gone now.

But if that thing that blindsided me returns, it will be sorry it ever crossed me . . .

Nocturne suddenly heard a noise, and he strained to listen.  It sounded like screaming, so it wasn't difficult to hear.  Sounded like two—no, three voices, under extreme distress.  And they were approaching the edge of the woods.  Whoever they were, they were the next ponies to trespass on Nocturne's territory.

And this time, he would not be taken by surprise.

Nocturne made his way toward the disturbance, sure to keep himself hidden.  Was this the thing that attacked him earlier, returning with the intruders?  It sounded like the screaming came from young ponies, so it was entirely possible.  But if that were true, then what was the screaming about?  Had they, like Nocturne, run into something they weren't prepared to deal with?

Had they found a monster in the woods besides Nocturne?

He would be sure to find out.  And to show his attacker what a real monster looked like . . .

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!!”

Rarity's already upset enough about Nocturne, Spike thought as his little legs pumped harder and faster toward Carousel Boutique, How is she going to react now that there's a Lamia loose on top of it?! Before, it was Fluttershy, but now it's her own sister! And I couldn't do a thing to help! Oh, she'll never forgive me!!

He reached the front door of the boutique in record time and burst through the door without bothering to knock, “RARITY!! RARITY, WHERE ARE YOU?! WE NEED YOUR HELP!!”

Noisy hoofsteps sounded off from the staircase, and they bore Rarity into the ground floor.  “Spikey, darling!” she gasped when she saw him as he was now bent over and gasping for breath, “What's happened to you? Are you all right, dear? Are you hurt? Tell me what's wrong, and Rarity will make it all better, I promise!”

“No . . . not me . . .” Spike heaved, still gaining his breath back, “. . . . . Sweetie . . . Belle . . .”

Rarity gasped again, “My sister? Oh, what's happened to her, Spikey? Is she all right? Please, tell me!!”

Spike fought his exhaustion with all his might, “She . . . and Scootaloo . . . . and Apple Bloom . . . Everfree . . . . . taken . . . monster!”

“WHAT?!” Rarity screamed, “A monster in Everfree?! And it took my sister?! Was it that beast Nocturne? I WILL END HIM!! Oooh, when I find him, he'll rue the day he hurt my baby sister!!”

“Not . . . Nocturne,” Spike heaved, “No time . . . to explain . . . we gotta get the others . . . now!”

“Say no more, Spikey-wikey!” Rarity replied, swiftly lifting Spike up onto her back and racing out the door, “We'll have to split up! I'll find Pinkie Pie and Rainbow Dash! You get Twilight and Applejack!”

“Twilight can't!” Spike explained further, “That thing broke into the library and attacked Fluttershy! Twilight's staying with her!”

“Oh, dear, no! Fluttershy hurt, and Sweetie Belle and her friends gone?! Oh, this is terrible! But we mustn't give up hope, Spike! We have to do whatever it takes to save them!!”

Spike started feeling a pang of guilt, and found himself confessing without even meaning to, “Rarity, I . . . I'm sorry. I couldn't stop it . . . . I wasn't strong enough to save them . . . . it's . . . it's all my fault!”

The two came to a crossroad, and Rarity stopped, setting him down, “Don't you take one bit of blame for this, Spikey-wikey. It's this beast who's to blame, not you. We'll set everything right, I promise. Now go! Get Applejack! Now!”

“Right!” Spike raced down one road, while Rarity sped down the other, each of them setting their sights on uniting their group.

The Lamia finally set down in front of the Everfree Forest, and Sweetie Belle, Apple Bloom and Scootaloo still screamed and struggled against its gripping tail.  The Lamia slithered into the woods, and the darkness they all remembered covered them head to toe, hiding them from anypony that might be on the way to rescue them.

Scootaloo was the first one to summon up enough courage to speak, “Wh-what . . . what are you gonna do with us, y-you freaky . . . cat . . . snake . . . thing?!”

The Lamia gave a chilling hiss of a snicker before responding, “I'm a Lamia, my little pony-bite. Pity you didn't learn about us in school. Not that it would help you to know that you'll be today's lunch!!”

“NOOOOOOOOOOOOOO!!” Sweetie Belle squealed, 'fear' not nearly enough to describe her distress, “Please! Don't eat us! Don't eat us! We're ponies! You don't want us! We don't taste good! We . . . we taste like glue!!”

This only served to make the Lamia salivate, “Mmmm . . . . delectable . . .”

“Way to go, Sweetie Belle,” Scootaloo admonished, “You wanna grab a twig and give us a garnish while you're at it?!”

“Calm down, y'all,” Apple Bloom settled them, “We can get outta this. We just have to stay positive and work together!”

Scootaloo sighed and relented, “Apple Bloom's right. If we turn on each other, there won't be anything left for that thing to eat! We gotta keep it together! We're the Cutie Mark Crusaders! When we're together, we can do anything!”

Sweetie Belle whimpered as the Lamia's tail constricted tighter around them, “I don't even care if we get our cutie marks today! I just wanna be able to try again tomorrow!”

“There is no 'tomorrow' for you little sweet treats!” the Lamia hissed, “Your end is today!”

The girls continued to struggle as they passed tree after tree, dark bushes, broken twigs, a pair of glowing red eyes, scattering animals—

“What was that?!”

The Crusaders and their captor did a double-take, and saw that they had indeed passed a pair of glowing red eyes.  Their owner stepped out from under the cover of the foliage, but was only clearly defined in shape; the shadows hid him well.

“Everything you just said,” Nocturne greeted the Lamia, “can easily be as true about you.”

“What? You again?” the Lamia roared, “You wanna get in my way again? I only brushed you aside before, Pegasus! Get lost, or fear for more than just a bump on the head once I'm through with these fillies!”

Nocturne merely scoffed, “You think you know fear?”  He crouched down low, and his eyes glowed even brighter, reaching blinding levels, “I AM FEAR!!”

The Lamia hissed back defensively as Nocturne charged.  She swiped at him with a paw, but he ducked and launched his right front hoof into her face.  The Lamia retaliated by slashing at Nocturne with the other paw, nicking his shoulder.  Knocked back by the hit, Nocturne bounced back and tackled the Lamia, making her grunt in pain.  She bared her fangs and attempted to sink them into Nocturne's neck, but he pressed his hooves against her lips to stop her.  Seizing an opportunity, she swung her paw into Nocturne's stomach, knocking him back into a tree, but Nocturne pressed his back hooves into the tree and sprang off of it, ricocheting back toward the Lamia and catching her in the neck with his front hooves.

Finally, Nocturne had her pinned to a tree by her throat, and the creature struggled and sputtered, swinging her paws at him and flailing her wings.  She was panicking, losing control of the situation, and within another few seconds, her body.  Her tail slowly relaxed, and the Cutie Mark Crusaders fell from it and onto the forest floor.

The Lamia wasn't the only panic-stricken creature in the area; the Cutie Mark Crusaders stared in awe as Nocturne struggled to keep the Lamia contained.

Nocturne glanced down at the girls with his luminous eyes, “Go. Now!”

“Hey, twist my hoof!” Scootaloo quipped before running, her tiny wings buzzing behind her.

“Scootaloo, wait up!” Apple Bloom shrieked as she followed suit.

Sweetie Belle ran with them, but stopped and turned around for a minute, “Um, thank you.”  Nocturne answered her by swiping his hoof and sending the Lamia crashing into a bush, a motion similar to how he threw Rainbow Dash three days before.  Sweetie Belle was speechless.

“Sweetie Belle, come on!!” Apple Bloom returned long enough to grab her friend by the tail and drag her away from the carnage that was about to unfold.

The Lamia stumbled out of the bushes just in time to see her would-be meal escape.  “Grrr, see what you've done?!” she bellowed, “You made me lose my lunch! I hope you're prepared to go from hero to martyr!”

Nocturne scoffed again, “See now, that's your second mistake, thinking that rescuing those little intruders was my motivation.”

The Lamia eyed him with her own vicious red eyes, “Second? And what was the first mistake?”

Nocturne's eyes were now so bright, they gave off tangible heat, “The real reason.”

“That there's the trouble, Rainbow,” Applejack countered, her face stern, the twang in her voice not hiding her concern, “Fluttershy ain't you, and y'all should know that. Ya oughta know that girl can get downright yella-bellied at times.”

“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!”

The word around town was right.  He really did scare anything and everything he saw.

The Cutie Mark Crusaders raced between trees and bushes, struggling to see through the darkness and remember their way home at the same time.  As they ran, Sweetie Belle spoke up, “Shouldn't we help him?”

Scootaloo and Apple Bloom stopped dead in their tracks, making Sweetie Belle stop as well.  Scootaloo looked at Sweetie Belle as if she'd just gained a horrific, disturbing image as her cutie mark, and Apple Bloom answered audibly, “Beg pardon?”

“Nocturne,” Sweetie Belle clarified, “He . . . he saved us. I don't even think he meant to, but he did. Shouldn't we do something to help him? He can't take that thing on alone.”

“Look, he said for us to go, and we're going!” Scootaloo yelled, “We're lucky he didn't realize that we shouldn't have been here in the first place!”

“Yeah,” Apple Bloom agreed, “I mean, what do you think he'd do to us if he wasn't preoccupied with that Lamia?”

Sweetie Belle seemed to consider this for a moment, then relented, “I guess you're right.”

All three of them turned back toward the way they'd come, hearing sounds.  The rustling of leaves, the breaking of branches, the sound of furious roaring: it could all only mean one thing.

Nocturne lost the fight.

The Crusaders screamed and continued running, not even sure where they were going and desperate just to get away.  Behind them, the rumble in the foliage grew, and the animalistic sound grew more intense.  The Lamia was gaining on them again, giving all three of the girls a horrific sense of déjà vu.  Deep down, each of them worried that the Lamia would catch them again, in the exact manner it had before.

“Apple Bloom?” came a voice piercing through the dark of the woods, “C'mon, sugarcube, answer me! Where are you!!”

“Hey, Scootaloo!” came another voice, “Is that you in there? Over here! You're almost home!”

All three fillies gasped and shifted direction, toward the voices.  “That's Applejack and Rainbow Dash!” Apple Bloom said, ecstatic, “They found us!!”

“We're saved!” Scootaloo cheered, “Rainbow Dash could totally take on that ugly snake-cat thing!”

Racing between trees and jumping over bushes, the girls ran on and on, staying ahead of the vicious din that closed in on them.  The distance shrank fast, and each filly was sure they could feel the Lamia's breath hot on their back hooves.

“There they are!!”

The girls saw movement in the green ahead, and saw Applejack and Rainbow Dash in person, climbing through the dense shrubbery and spotting them.

“Hang on, hon!” Applejack ran to her sister and swept her onto her back, “You're safe, now!”

Sweetie Belle and Scootaloo were swept off the ground by Rainbow Dash, and the Pegasus rocketed into the sky, blowing past the canopy.  “Fasten your seat belts, girls!” Dash warned, “You're in for one awesome escape!”

“Yeah! Way to go, Rainbow Dash!” Scootaloo continued to celebrate as she and Sweetie Belle soared through the air with Dash.  Below, Applejack's longer, stronger legs pumped her and her sister much faster out of the woods.  In minutes, both reached the border and were back in Ponyville.

“Look, there they are!” Spike called, and he, Rarity and Pinkie Pie ran to them.  Applejack stopped and let Apple Bloom down, and Rainbow Dash landed, letting Scootaloo and Sweetie Belle touch land, as well.

“Sweetie Belle!!” Rarity shrieked and ran to embrace her sister, “Oh, darling, I was positively drowning in worry!! Are you hurt, darling? Are you quite all right? Whatever's happened, it will be all right, now! You're safe!”

“I'm all right, Rarity,” Sweetie Belle replied, barely heard past Rarity's fretted smothering.

“Thanks for comin' after us, you guys,” Apple Bloom said as she hugged her sister, “We thought we were goners for a minute, there!”

“Was there ever any doubt?” Rainbow Dash said confidently, “Yeah, I would've given that Lamia thing the old one-two hoof if I could, but it looks like you got away from it. How'd that happen?”

“Well, that's the weird part,” Scootaloo tried to explain, “Just before the Lamia started on us, Nocturne came in and—”

“Nocturne?!” Dash replied, incensed, “What did he do to you, kid? I swear, if he touched one hair on your mane—”

“No, it wasn't like that,” Sweetie Belle interrupted, “He . . . well, he rescu—” she, too, was interrupted, but by the sound of another break in the foliage.  Bursting from the edge of the woods, crawling out by her paws, was the Lamia.

“YOU!!” Rarity growled, shoving Sweetie Belle behind her (Spike voluntarily joined her), “You disgusting brute! Don't you ever lay a claw on my sister again!!”

“That goes for me too, you foal-snatchin' varmint!” Applejack cursed the beast, “Y'all messed with the bull, so you'd best git 'fore you take the horns!”

“I'M SORRY!!”

Everypony in attendance was dumbstruck.  It seemed as though the Lamia had just apologized for what she'd done.  That wasn't the only unusual thing about her—her words had come out in a lisp due to missing teeth, she was covered in bruises, both her eyes were blackened, her lips were swollen, and it seemed like one wing was broken.

“Oh, well, that's okay!” Pinkie Pie squeaked happily, “If you're really sorry, and promise never to do it again, we forgive you!”

“Pinkie!” Dash remonstrated before turning back to the Lamia, “You're . . . sorry?”

“Yes!!” she answered desperately, “I'm so sorry! I promise, I'll never touch your fillies again! I'll swear off eating children for the rest of my natural life! I'll never eat another living thing, ever again! Just don't let him get me!!!”

The bizarreness of the situation had reached it's peak, until everypony realized what she was talking about.  Apparently, Nocturne hadn't lost the fight, after all.  In fact, this was just the next round.

The Lamia was suddenly jerked back, as if something in the forest behind it was yanking on its tail and pulling it back into the woods.  She dug her claws into the dirt trying to stop it, but could only leave long trenches behind as she was forcibly dragged back into the darkness, “HEEEEEEELP MEEEEEEEEEEE . . .” her voice faded as the shadows and the trees obscured her.  Everypony jumped at a slew of new sounds: screaming, blows landing and branches (or were they bones?) systematically breaking.  There was one final blow, a sound so brutal that everypony not only heard it, but felt it, and they saw the Lamia burst up through the top of the trees, screaming and soaring hundreds of feet away.  The ponies couldn't even see where she'd landed.

There was an awkward pause, broken only by Scootaloo, who looked up at Rainbow Dash and said, “Uhh . . . I-I still think you could've taken that thing, Rainbow Dash.”  Dash simply stood, awestruck.  Even she was impressed by that.

Seconds later, the bright glow of Nocturne's red eyes shone forth from within the woods.  He eyed them all up and down, as if inspecting them for some reason.  He was silent as he did this, allowing Sweetie Belle to pop up from behind Rarity and address him tentatively, “Thanks again. You saved our lives in there.”

The eyes narrowed, and Nocturne's cold voice spoke up from the dark, “Listen up, all of you. The next time you see Fluttershy, tell her I said 'We're even'. Now stay away from me!”  And with a movement that befit a puff of smoke, he vanished into the forest once again.

Spike slowly peeked out from behind Rarity, staring out into the trees for movement, “Is . . . is it gone?”  Whether he was talking about Nocturne or the Lamia was unclear.

“Twilight, please, don't strain yourself. I'm fine, really.”

“Are you sure?” Twilight answered her as she continued to check Fluttershy for injuries.  She had come to only a few minutes ago, and was admittedly still a bit woozy, but she didn't need any serious medical attention.

Or the serious attention Twilight was giving her.

“Yes, I'm perfectly sure,” Fluttershy assuaged her, “But we should be more worried about the girls. Oh, I hope the others found them safe and sound.”

“Well, if you're okay to walk or fly, we need to join them. That thing was strong and fast, and even the five of them together might have trouble with it. Not to mention that Spike is just a kid, himself. If he's smart, he'd be on his way back here after he gathered the others—”

There was a sound at the hole where the door was, and Twilight and Fluttershy glanced toward it.  Spike and Pinkie Pie walked in first, followed by Applejack and Apple Bloom, Rarity and Sweetie Belle, Rainbow Dash, and Scootaloo.  Spike and Pinkie were belting out a rousing, celebratory chorus of some kind, “Here they are! The heroes of Everfree . . .”

“You found them!” Twilight gasped and ran to them, with Fluttershy following them, and all nine ponies (and Spike) converged for a massive group hug.

When the group dispersed, Apple Bloom sheepishly traced a circle on the ground with her hoof, “Heh-heh, well, uh . . . I guess that wasn't Nocturne after all, huh?”

Everypony giggled, a bit awkwardly, but it was still good to laugh after what had happened.  Still, it reminded Twilight of something that needed to be said, and she sighed before she spoke, “I'm sorry, Fluttershy. I just can't say it enough. I should've known that you knew what you were doing. I feel ashamed that I frowned on the one idea that I myself have been learning about this whole time. If you believe that friendship really will help Nocturne, then I won't interfere with that anymore. I only hope you can forgive me.”

Fluttershy's eyes grew misty from Twilight's consideration, “Oh, Twilight. You were worried about me. I understand. I don't need to forgive you for being a little protective. You were just being a good friend to me. You . . .” she trailed off for a second before continuing, “. . . you just let it keep me from being a good friend to Nocturne, that's all.”

“Hey, speaking of him,” Spike stepped in, “We saw him after we saved the Crusaders, Fluttershy. He, uh, mentioned you, too.”

“Really?” Fluttershy asked, genuinely surprised and unable to keep from smiling a bit, “Nocturne mentioned me? What did he say?”

Spike recounted, “Something about, 'We're even now'.”

Now, confusion took the place of surprise, “We're . . . . even?”

“Oh, yeah, you didn't see!” Scootaloo added, “You should've seen what Nocturne did to that Lamia! He totally crushed it! He was awesome! Not nearly as awesome as Rainbow Dash, but still pretty up there . . .”

“He saved our lives, Fluttershy,” Apple Bloom smiled warmly, “I think you were right about him.”

“I wouldn't be too sure of that, sugarcube,” Applejack shook her head, “Nocturne did the right thing, sure enough, but I'm gettin' the idea he did it for the wrong reason. He specifically asked us to tell you that the slate's clean. I'm thinkin' it wasn't out of the goodness of his heart, but just to get you to let him be.”

“And the way he brutalized that Lamia!” Rarity recounted, the memory still fresh in her mind, “I mean, surely the beast deserved justice, but it could have lost its life! What Nocturne did was completely unnecessary!”

“Hey, didn't you talk about all the horrible things you'd do to that Lamia if it ever hurt Sweetie Belle?” Spike asked, prompting a disapproving stare from Rarity.  “I-I'm just saying . . .” the dragon backpedaled gently, blushing.

If there was any doubt in Fluttershy's mind before, today's events cast it away forever.  If Nocturne really wanted Fluttershy to leave him alone, he would have left, found another place in the forest in secret, or at least would stop reacting so quickly to intruders in his part of the woods.  And if he really was so evil, he wouldn't have given the Cutie Mark Crusaders a single thought.  He would have easily ignored them, and proceeded to punish the Lamia for the same reason he punished everypony else—for trespassing.

But this went beyond a simple kind act for a squirrel caught in a tree branch.  Today, Nocturne saved lives, and he wasn't even asked to.  Whatever reasons he may have shown he had, he still did something heroic and selfless for ponies he didn't even know.  And one way or another, Fluttershy was on his mind today.

She was getting to him.  She was revealing to the world the good in him deep inside.

“Nocturne really is a good pony.”

Nocturne sneezed, almost slipping with the herbs he rubbed over his body, and continued the process.  Living in the forest for so many years had provided him with a wealth of knowledge on the healing properties of certain plants and herbs, and considering the days he had, like today, he used them quite often.  It came with the territory of being feared as the 'phantom pony of Everfree'.

Nocturne's thoughts wandered as he bore the sting of the herbs he spread on his wounds.  He thought back to the warning he'd given to the pony rescue team that had assembled to save those three fillies.  The kids, he'd never seen before, but Nocturne recognized the others as Fluttershy's friends—the white Unicorn, the obnoxious pink Earth pony, the orange Earth pony in the cowgirl hat, and the gutsy rainbow-maned Pegasus he had taught a lesson to three days prior.

Why is it always those six? he thought angrily to himself, remembering that last one, the purple Unicorn who'd told him off four days ago, They come here, they always come here . . . why? Why is Fluttershy so obsessed with me?

He could hardly answer the question anymore, but he found he was thinking more and more that the reverse was true, as well, even truer.  Fluttershy was just as mystifying to him as he was to her, and his thoughts on her no longer stopped at her reasons.  Thinking about her drove him crazy, but he couldn't understand why he wouldn't just forget about her, pick up and leave, do anything to get away from her.

He'd hoped his 'we're even' warning had been enough, but he had a feeling it wouldn't.  He couldn't explain it, but somehow, he knew he'd be seeing Fluttershy again soon.

The better question, the most consistent question, remained: did he want to?

Day 6 and 7

Nothing was going to stop her this time

Fluttershy bravely marched through the streets of Ponyville, on her way to the Everfree Forest for the fifth time that week; yesterday, she'd been distracted by the incident with the Lamia, but now was definitely the time.  She hadn't been as determined, not nearly as determined, to open up Nocturne's shell as she was at that moment.  No matter what he intended to show her, or the world, Fluttershy knew the truth.  He presented a cold, cruel, ferocious facade to other ponies, and was even willing to inflict minor harm to keep himself aloof.  But after helping a squirrel, saving the lives of the Cutie Mark Crusaders, and living the life that Fluttershy knew he'd lived, there was no hiding it anymore.

Now, Fluttershy was going to make the attempt to befriend Nocturne, one last time.

She could see the border to the Everfree Forest in the distance, and she closed in on it.  She remembered to stay positive, be friendly, and lose her fear.  Nocturne was still a bit scary, and he would try hard to make himself more so.  But it wouldn't work like it did the first time.  This time, Fluttershy was brave.

The two ponies running out of the woods, however, were not.

Both mares stopped as soon as they reached the border to town, right in front of Fluttershy.  One was neon blue with a straight mane with lighter blue and white streaks, and a harp displayed on her flank.  The other was a yellowish-beige color that was so pale, it was nearly white, her mane was curly and colored blue and pink, and she wore a cutie mark showing three small candies.  Both were breathing heavily, shaking all over, and the yellow/white one looked like she was about to cry.

“Lyra! Bon-Bon!” Fluttershy gasped, “Are you all right? What happened?”

Bon-Bon continued to shiver and stifle her sobs, so Lyra answered for her, “Well, we were looking for this flower for Bon-Bon's bedroom, and we could only find them in the Everfree Forest, so . . . we went in . . . but we must've gotten . . . . too close to . . . to . . . .”

“NOCTURNE!!” Bon-Bon wailed, “We saw him! He was, like, so scary! He had these big ugly wings, and these glowing red eyes, and he chased us out of the woods! I thought he was, like . . . gonna . . .” she couldn't go on, and finally collapsed into tears from the shock and horror of their encounter.  Lyra helped Bon-Bon back into town, looking close to sobbing herself.

Fluttershy followed them with her gaze, until she was startled by the unexpected appearance of Twilight Sparkle.  She knew Twilight might come back to try and convince her once again to stay away from Nocturne.  Because of this, Fluttershy expected a stern, serious expression on her face.

What she had was a look of concern so fierce, she seemed to beg Fluttershy not to go with just her eyes.

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?”

Fluttershy once again found herself in the library.  Unlike before, however, her five friends—Twilight Sparkle, Pinkie Pie, Rarity, Rainbow Dash and Applejack—all surrounded her, wearing varying looks of worry.  Fluttershy had seen it all before, but never quite as strong as it was now.  Somehow, this seemed to be the final straw.

“Court is now in session!” Spike quipped with a grin.

“Spike!” Twilight admonished, “This isn't a court-martial. It's just a discussion among friends.”

Spike shrugged, “Hey, I was just trying to lighten the mood, that's all. Yeesh! Tough room . . .”

Despite what she saw on her friends' faces, Fluttershy was still nervous.  “Ummm,” she struggled to speak, “You're not still mad at me about Nocturne, are you?”

Rarity answered first, “Why, of course not, darling! We were never angry with you. We were merely concerned for your welfare! And considering what that brute Nocturne has done in the past week alone, we thought you were in danger!”

“It had nothin' to do with you, sugarcube,” Applejack assured, “ We all still think he's not to be trusted. But you have your heart set on this, and we all agree that nothin's gonna change your mind now.”

“We just wanted you to let us know for sure,” Twilight added, “Is this what you really want? Are you absolutely certain you can be friends with Nocturne?”

Fluttershy looked back and forth between the faces of her friends, and nodded, “Yes. Nocturne's just a lonely pony who needs a friend. He's not evil. In fact, yesterday, he proved he was a hero. If I can just talk to him one more time, I can show everypony that he's not scary. One more time is all I need.”

Everypony else nodded, and Rainbow Dash approached Fluttershy, her concern the most evident from her most obvious attempt to conceal it.  “Just promise us one thing,” she said, trying with equal effort to conceal it in her voice, “If you feel like you can't do this anymore, don't be afraid to walk away. We know this is important to you and all, but you mean a lot to us, and we don't want you to get hurt the same way I did.”

“Or the same way that Lamia did,” Spike interrupted, shuddering.

“Look, the point is,” Dash continued, “We won't hold it against you, whatever you decide to do. We're your friends, and we'll be there, whether you can change Nocturne or not.”

“Change?” Pinkie asked, confused, “Is he still just a little foal?”  She then smiled, seeming to have found clarity, “Hee-hee! Maybe that's why he's so cranky! Maybe he just needs a new diaper!”

After Spike finished laughing (he must have thought Pinkie was joking), Fluttershy replied earnestly, “I'm not trying to change Nocturne. I don't need to. He's a good pony. He has been all along.”

Twilight sighed as she spoke one last time, “One more thing, Fluttershy. Give it an extra day to think it over. We know you just need one more moment with him, but one more day won't hurt, right?”

Fluttershy looked back at Twilight and nodded, “Okay. One more day won't hurt, I guess. I need to think of what I'm going to say to him when I meet him again.”

“All right, then,” Twilight relented, “Girls, remember. No matter what happens tomorrow, we stand by Fluttershy. If she needs us, we'll be there. And in the . . . unlikely event . . . that she succeeds in befriending Nocturne, well . . . . . .” she had trouble finishing, until she glanced at Fluttershy's fragile expression, “. . . we, uh . . . we'll do what we can for him, too, I guess.”  Twilight caught Rarity's shudder and Dash's scowl before finalizing their meeting, “Okay, everypony agree?”

“You betcha.”

“All right . . .”

“Absolutely!”

“Okey-dokey, Lokey!”

Fluttershy looked around at all of her friends.  She felt so lucky to have them; even though they disagreed with her, they were there, no matter what.  With friends like hers, Fluttershy felt like the luckiest pony in Equestria.

And she was sure she could help Nocturne feel the same way.

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.

This time, Twilight was alone.  It was the dead of night, and the darkness outside made the border to the Everfree Forest that much more menacing.  She was here against her own sound advice, but she needed the peace of mind.  She needed assurance that only one thing could give her.

She had to come here before Fluttershy and talk to Nocturne first.

“Nocturne?” Twilight called out into the deep woods, “I need to talk to you. I won't keep you, I just wanted to—” she stopped when she saw them, Nocturne's fiery red eyes, the only things visible in the shadows beyond the border.

Scared at first, Twilight took a deep breath and continued, “Look, I didn't come here to harass or provoke you. I don't want to start anything. I just needed to say one thing. Let me say it without interruption, and I promise, I'll leave you alone forever.”

The eyes blinked once, then stared back steadily, unmoving, for quite some time.  This seemed to be the indication that Nocturne had given her permission to speak her mind.

“Okay,” Twilight pressed on, “I just wanted to ask you . . . . please take care of Fluttershy. I'm not begging or bribing. I'm not ordering or threatening. I'm just asking, one pony to another. Please, don't hurt Fluttershy. We wouldn't know what to do if anything happened to her, and we just want to make sure she's all right. That's all I want. If you're as decent as Fluttershy says you are, then please . . . . at least do that much.”

The eyes narrowed, and their glow intensified, but their owner spoke not a word.  Twilight wasn't entirely sure what that meant, but it seemed likely that Nocturne wasn't about to honor such a request.  In fact, it seemed as though he were incensed just at the notion of Twilight asking such a thing.

“Please, at least think about it,” Twilight concluded as she turned to leave, “If not for me, or for yourself, than at least for Fluttershy. She's done a lot for you. She doesn't deserve any more misery.”  And with that, she slowly trotted away, hoping desperately that, if nothing else, that would reach him.  If it didn't, she might just have to follow Fluttershy into the woods, just to make sure she was okay (she hoped she wouldn't have to).  She still didn't fully believe Nocturne was anything but a monster, not just in his looks, but in his actions.

She hoped he wasn't enough of a monster to hurt Fluttershy any further.

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.  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!”

Five minutes, Nocturne thought furiously the next day, Seems like I can't get on with my life for five minutes without being tormented by one of these little burrs under my saddle!

Nocturne was absolutely livid.  He had had little pony contact for most of his life, including all of his stallionhood.  But it seemed that, in the last seven days alone, he'd more than made up for all the interaction he'd missed if he still lived in Ponyville.  It had all started when that clingy Pegasus, Fluttershy, had learned first-hoof not to cross the 'phantom pony', but it had slowly become a snowball effect ever since then.  The worst part was that Nocturne was getting used to seeing Fluttershy and her friends.  He didn't want that; isolation was what he was used to, what he tried to preserve since he was a colt, and now his whole life was crumbling down around him.

For the second time.

“Umm, Nocturne?”

He heard her.  That soft, unobtrusive voice.  That vexing, irritating, “oh-I'm-ever-so-sorry” voice.  She was back.  Again!

“Umm, Nocturne!”

He was on the move.  It didn't take long to detect where the sound was coming from, and Nocturne was surprised at how quickly he'd found her.  She had gone far deeper into the forest than before, even more than that first day.

“Hello? Could I talk to you? Please? Pretty please? Pretty please with a che—oh!”

He slowly slunk out of the shadows, eyes blazing and teeth bared like a jungle animal.  He saw her there, staring at him with wide eyes and shaky legs, and could not fathom for a minute why such a wimp would wind up right back in the same place, in the same position as when she'd been frightened off before.

It made him so angry.

“How dare you?!” Nocturne snarled, still approaching her as if hunting her, “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!?!”

She was frozen in fear, but this could be easily remedied.  The simple act of standing on his back legs and spreading his wings was enough to send her away crying.  But something was different about Fluttershy this time.  Nocturne couldn't quite tell what, though; it could've been a faint difference in her eyes, or her face, or her posture, or all three.  But Nocturne had a distinct feeling that Fluttershy would be much more difficult to scare this time.

When she took a deep breath and spoke, he was sure of it:

“Nocturne . . . I'm not afraid of you anymore.”

She said it with such firmness, such resolution, that Nocturne was thrown.  His eyes ceased to glow and his wings slumped; he was amazed at how staunch she was, almost completely unlike the way they'd met.  After a lengthy pause, Nocturne realized that she couldn't keep this up forever.  The gutsiest pony he'd ever faced was that rainbow-maned friend of hers, and she'd been put in her place pretty easily.  All it took was a well-placed hoof and a tree.

“Big mistake,” he replied with a deep growl, regaining his advantage and putting his intimidation back on full display.  She wouldn't stay standing this time.  She would falter.  She would run.  And this time, she would stay gone, and damn to Tartarus what that Unicorn had said last night.  Even now, her next deep breath indicated that she was about to scream.

What actually happened was, to Nocturne, nothing short of the ultimate game-changer.

“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 . . . . . . impolite! Shame on you!”

That was the first time anypony had ever spoken to him like that, and Nocturne was certain his face showed it.  At first, he was befuddled by what he'd heard, then he was completely awestruck.  This whiny, wussy, spineless little peon was actually . . . . scolding him?

Fluttershy seemed to regress back to her regular behavior almost as quickly as she'd changed, “Umm, I'm sorry. But . . . it had to be said.”

Nocturne could not believe it for a second.  He stood there for a long while, trying for all he was worth to figure out this walking, breathing, four-legged enigma of a pony that stood before him.  Finally, the question that had been plaguing him for days slipped out of his lips, almost without consciousness.  He struggled to keep his strong tone, but the effect was entirely lost in his daze, “Why are you doing this? What do you want from me?”

Fluttershy took one step towards Nocturne, and the stallion couldn't even remember taking a step backward.  It was that buried instinct, that feeling deep down that never went away, that moved him without thought.  That feeling of tension, distrust, fear.  He hated to admit it, but it was painfully, ironically true.

Nocturne, the so-called 'phantom pony', was afraid of Fluttershy.

“I . . . I just want you to know,” she finally replied, “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?”

“I don't want them to know me,” Nocturne answered back, shaking his head, “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? Why would you choose to be so lonely?”

“It doesn't matter!” Nocturne bellowed, feeling his aggravation crush him again; now, it was all coming out, “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 interrupted when Fluttershy stepped up to him and did something nopony else had ever done.  She hugged him.

The hug lasted for a good, long while, and the longer it went on, the more awkward Nocturne felt.  Here he was, a pony that many considered a demon, being hugged by a pony that even Nocturne had to admit exemplified the qualities of an angel.

After the awkwardness reached its peak, Nocturne had to speak up.  Now, the forcefulness had been squeezed out entirely, and for a split-second, Nocturne didn't even recognize his own voice, “. . . . . . . . What are you doing?”

“Sometimes, all a pony needs is a big hug,” was Fluttershy's soothing answer.

Finally, the two parted, and Nocturne felt something he'd not felt in years: warmth, serenity, security, as if Fluttershy were still hugging him even now.  The warm feeling covered his whole body, as if he could indeed still feel her soft fur against his, as if he could still breathe in the fragrant aroma of her mane.  It was unexplainable.  It was the feeling that, now that he knew it for sure, he now questioned why he'd struggled to avoid it at all costs for so long.

“You . . . . . . you hugged me,” Nocturne practically drowned in his shock, “No . . . no one has ever hugged me before . . .”

Fluttershy looked back at Nocturne as she answered, with compassionate concern in her face and voice, “You're not a bad pony, Nocturne. You've just been lonely for a long time. You'd feel so much better if you had a friend.”

Nocturne slowly sat down in the grass, still incapable of speech.  After everything he'd done to Fluttershy—scaring her to tears, hurting her friends, trying with every fiber of his being to stay away from her—she still felt this way about him.  She was still willing to reach out to him and make him feel better.  She had him figured out better than anypony before her, and was still willing to be kind to him.  She'd even hugged him.  It made Nocturne think for a long time.  It made him rethink his disposition, his attitude, and his entire life.  And he came to a single conclusion.

He was wrong.

After a while, the pause forced Fluttershy to speak, “Umm . . . well, I'll just go now. Please remember what I said, Nocturne. I . . . I hope you feel better.”

Nocturne's astonishment was boundless.  He didn't answer her.  He didn't acknowledge her as she left the Everfree Forest.  He did nothing but sit in the grass, looking back on all the times he'd scared ponies away from his forest just for being there.  Out of all those times, the day he met Fluttershy stood out in his mind the most.  The way she'd looked, the way she'd shaken, the way she'd screamed, the way she'd shed walls of tears: every detail about that fateful day sent an agonizing jab of guilt deep into Nocturne's heart.  The question was no longer about how Fluttershy could still struggle to maintain kindness after all she'd been through.  Now, at last, the question was: how could Nocturne treat Fluttershy so shamefully after all she'd done for him?  And she didn't even know him!

All she knew was that he needed a friend.  Fluttershy knew that better than even Nocturne himself.

And Nocturne now knew that he truly wanted to be her friend after all.

That was what would go through his mind as he snuck through town two days later, looking for her.  It would be his first day back in Ponyville since he was a small colt.

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.

“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?”

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.

“Hello, Fluttershy.”

“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.”

“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.”

“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 . . . 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 . . . I saw the scared little foal I used to be, and I also saw the beast I had become . . . 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 . . .

“Please forgive me . . .”

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