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.”