“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 . . . Next Chapter: Day 3 Estimated time remaining: 1 Hour, 37 Minutes