Quentin walked among the busy marketplace of Ponyville after leaving Town Hall. Pinkie was continuing helping Mr. and Mrs. Cake with the upcoming function that was going to happen there at two. Quentin was surprised that it was already past noon, it felt like he only got up a few hours ago.

"Maybe I should head back to Sweet Apple Acres to help with the work? After all, I did came here from, what's the name of that place again...Fillydelphia? Yeah Fillydelphia that's right, looking for work,'' the brown earth pony thought out loud.

As he continued to walk, heading back to Applejack's place, Quentin saw the Golden Oaks Library, Twilight and Spike's home come into view.

Quentin smiled as he saw the massive, hollowed tree building. "Maybe I could drop in on Twilight for a spell,'' he said and trotted up to the library.

When Quentin got the red door he gave three strong knocks. "Coming!'' he heard a voice called out. Within seconds, the door opened to reveal Spike.

"Yes, can I-Quentin!'' Spike began and exclaimed happily as he saw the stallion.

"Hey there Spike,'' Quentin grinned patting him on the head causing him to chuckle.

"So what brings you here?'' Spike asked.

"Well I was just walking around the town and I walked by the library and thought that I would drop by for a minute. Is Twilight here?''

Spike nodded, "Yeah she's always here. I swear it takes the end of the world to get Twilight out of a book, and out of the library for that matter,'' Spike grinned

Quentin just laughed. He's learned by now that Twilight was a very intelligent pony and was a studious one at that.

"Come in, I'll get her for you,'' Spike said, moving to the side to allow Quentin to come in.

Quentin smiled and nodded and walked into the main floor, seeing piles of books everywhere as well as in the shelves. "Twilight Quentin's here! He wants to see you!'' Spike called upstairs.

"Coming!'' Twilight called back. Sure enough in a few moments, the purple unicorn came trotting down the stairs and up to the stallion and baby dragon.

"Quentin hi!'' Twilight greeted warmly. "How are you? What brings you to our cozy little library?''

"Well I was just walking by and I thought if it would be ok if I dropped in for a moment,'' Quentin responded.

Twilight smiled brightly. "Yes, yes of course. We all ways have time for a visit from a friend.''

"Do you need anything Twi?'' Spike asked, walking up to her.

Twilight shook her head. "No not at the moment Spike. In fact I think I've worked you enough today. How about you take the rest of the day off?''

Spike's face instantly lit up. "Really? Do you mean it Twi? You're not pulling my tail are you?''

Twilight giggled. "Nope, I mean it. You can have the day off.''

"YES!'' Spike exclaimed happily. "A day off. Now I can do everything I have planned on my list! And maybe I can help...Rarity with something,'' Spike sighed dreamily at his last words, hearts forming in his eyes to Quentin's surprise and curiosity.

Quentin cocking an eyebrow and gave the little dragon a weird look, but Twilight just rolled her eyes playfully and shook her head.

"Yeah that's it, I'll go see if I can help Rarity with anything.'' With that, Spike ran out the door, and closed it behind him. Quentin looked at Twilight, scratching his head. "Uh, what was THAT about?'' he asked.

Twilight let out a short giggle. "Oh Spike has a little crush on Rarity. I think it's pretty cute actually.''

"A LITTLE crush?'' Quentin retorted. "The poor little guy was practically drooling!'' The two shared a laugh.

"So Twilight, what do you usually do in the library?'' Quentin asked, but then froze and laughed sheepishly. "Oh wait, don't answer that. A library...books...you read duh Quentin,'' the incognito human joked.

Twilight giggled at this. "Well that's usually what libraries are for. But sometimes, I practice my magic with Spike's help,'' Twilight explained.

Quentin's eyes widened a bit. "You can do other spells?'' he asked in wonder.

Twilight nodded. "Of course, why wouldn't be able to?'

Her friend just chuckled. "Well it's just, the only magic I've seen so far was unicorns levitating things like pens and stuff.''

Twilight smiled understandingly. "That's correct. Levitation is a very simple spell, pretty much all unicorns here can perform easily. But I've been studying under Princess Celestia herself.''

Quentin looked at the unicorn impressed. "Wow, I guess this Princess Celestia must be pretty powerful, huh?'' he asked.

"Yes, no doubt she's the most powerful in Equestria,'' Twilight smiled, but then frowned.

Quentin tilted his head slightly with a worried look on his face. "Twilight, what's wrong?''

Twilight sighed. "It's just, I'm really worried about her and Princess Luna. I've still haven't heard back from them since that letter Princess Celestia sent. I know she's handled difficult challenges before, but still.''

Twilight looked down at the floor drearily. Quentin looked at his friend sympathetically and walked over and put a hoof on her shoulder.

"I may not know much about your two princesses, but from what I've been hearing about them, they seem like tough ponies,'' he began softly.

Twilight gazed into Quentin's brown eyes. "I'm positive that where ever they may be whatever they may do, they'll be ok. I'm positive whatever danger they're trying to prevent, they'll keep from happening. You just need to have faith.'' Quentin smiled warmly at Twilight.

The purple unicorn thought for a moment, then smiled fondly at him. "Yeah, you're right. Thanks Quentin.''

They shared a warm hug before finally breaking apart. "How about I show you around the library. You've only been here once, so maybe you can have the ten bit tour?'' Twilight suggested with a smile.

Quentin nodded and Twilight proceeded to show him around the library. They conversed as Quentin and Twilight headed up to the second floor to where she sleeps.

"And as you know, this is the room where Spike and I sleep,'' Twilight said leading him into the room.

Like the others, had shelves upon shelves of books. Twilight looked around with a prideful gaze at her room when her eyes fell upon a shelf on the left side of the two.

"Oops, slight error.'' Twilight suddenly said, trotting over to the shelf as Quentin watched.

"A History of Equestria belongs over here while The Guide to Astronomical Signs belongs over there.'' Twilight chirped. With her magic, she moved the books to their proper places on the shelf, giving a satisfied smile as the glow of her horn faded.

Quentin gave Twilight a bemused smirk before commenting. "Yep it's just what I've suspected.

Twilight gave Quentin a confused look, ''It's just how you expected what?''

"You're the Pagemaster. You're the keeper of the books and guardian of the written world. All the books obey you and you alone,'' Quentin grinned.

Twilight laughed loudly at the joke. "The Pagemaster, that's a good one Quentin. I need to remember that joke for later!''

Quentin and Twilight both shared a laugh. "I wouldn't consider myself a bookworm, but I do like to pick up a good book every now and again, maybe I can borrow one sometime?'' Quentin suggested.

''Of course, anytime you want one, let me know!'' Twilight answered happily.

Quentin chuckled. "So are you also the librarian?''

Twilight shook her head. "No, this library doesn't have one in fact, but I still get visitors looking for a good book to read.''

After conversing with each other, Quentin noticed a large, blue and gold chest in the corner. "What's in that chest over there Twi?'' he asked pointing to the chest.

Twilight, looked over to the direction and frowned. "Oh that...well,'' she began uncertainly.

Quentin looked at her intrigued. "What is it?''

"It's just that...well,'' Twilight began, still uncertain on what to say. The earth pony stared at Twilight for a few moments and she finally sighed. "Okay I can show you. But you have to promise me that you won't tell anypony what you saw.''

Quentin nodded, "I promise Twilight,'' he said seriously.

Twilight nodded and she led Quentin to the chest. She closed her eyes and her horn started to glow and she inserted it in the lock. When she did, a violet glow ran throughout the lines of the chest as Twilight magically unlocked the chest and opened it. She gestured for her friend to come and see and Quentin peered down and his eyes instantly widened. Inside the chest were five gold necklaces and a tiara each with a brilliant smooth gem in the center all laid perfectly on a purple pillow. Each gem was a different shape and color, but they all shared a common dazzling beauty.

"Damn,'' Quentin said softly. "Twilight, what are they?''

"These Quentin, are the Elements of Harmony,'' Twilight explained.

Quentin looked at her, with a quizzical look on his face, but then he understood. "Oh so these are the Elements of Harmony, what you and the others use to protect Equestria?''

Twilight nodded. "Yes, with them my friends and I used them to defeat any foe that threatens this land. And we're ready to use them when the situation calls for it.''

Quentin stared at Twilight in awe and looked at the Elements. He then noticed something about them. "Twilight, I've noticed each design is different. And they look just like yours and the others' cutie marks.''

Twilight smiled, ''Wow that's right, you have quite an intuitive mind, Quentin.''

Quentin blushed slightly at the comment and he correctly guessed which one they belong to. Rainbow Dash's was the red, lightning bolt shaped gem, Fluttershy's the pink, butterfly shaped gem, Rarity the purple diamond shaped gem, Pinkie Pie they blue, balloon shaped gem, Twilight, the tiara with the violet, star shaped gem, and Applejack the orange, apple shaped gem. Quentin found himself smiling down at Applejack's gem as he thought about her. Twilight noticed this and looked concerned.

"Um Quentin, are you ok?''

Quentin snapped out of it and replied. "What? Oh yeah I'm fine, just spaced out or a moment.''

Twilight smiled and closed the chest, magically locking it. "I understand why you want them to be kept a secret. If something as powerful as those get into the wrong hands, uh hooves, who knows what could happen,'' Quentin said.

"Exactly!'' Twilight agreed. She opened her mouth to speak, but Quentin got a feeling what she was about to say and stopped her. "Don't worry Twi, I won't tell anybody, I promise.''

Twilight smiled. "I know you won't Quentin. I trust you, otherwise, I wouldn't have shown you at all, let alone tell you about them.''

Quentin smiled, touched but the faith and trust Twilight had in him despite only knowing each other for only two days. Twilight showed him the rest of the library, going to the third and fourth book filled floors. Twilight and Quentin conversed happily with each other. Suddenly, the human turned stallion felt something rest softly on his head.

"Um Twilight...what's on my head?'' Quentin asked, trying not to lose it.

Twilight giggled. "Oh it's just Owlowiscious.''

"Owl the who now?!'' Quentin asked loudly, doing a slight double take.

He then heard a hoot sound. "That's right, who?'' Quentin responded.

Quentin heard the hoot sound again. "Why are you asking me I'm asking who too,'' Quentin responded, getting annoyed.

Twilight slapped a hoof over her mouth to keep from bursting out with laughter at the stallion's slight ignorance. "No silly that's my pet owl Owlowiscious,'' Twilight said, extending a foreleg.

Almost immediately, the owl flew off Quentin's head and onto Twilight's arm. Quentin looked at the Horned Owl intrigued as it nipped at its feathers. "Owlowiscious, I like you to meet my new friend, Quentin,'' Twilight smiled.

The owl just rotated its head 180 degrees and hooted. "Hi there Owl...Owla...whew that's a mouthful of a name,'' Quentin finally chuckled.

"I suppose it is,'' Twilight giggled, gently stroking his head. Owlowiscious helps me when I'm up late nights, since Spike is a baby dragon, he can't stay up as late as I can. So you can think of him as my secondary assistant.''

Owlowlicious hooted contently and Twilight brought him close to her face and nuzzled him. Quentin smiled and the owl flew back to the top of his head, before giving him a rather hard peck to the head.

"Ow!'' Quentin let out and Owlowliscious flew away, and he swear he heard a slight snicker come from the fowl and Quentin scowled under his breath.

"Sorry about that,'' Twilight said sheepishly. "I guess he picked up habits like that from Spike.''

''Getting pecked on by a pet owl...definitely wasn't on my to do list today,'' Quentin muttered irritably as he rubbed the spot he was pecked on.

After the slightly annoying incident, Twilight and Quentin again found ourselves in conversation. After a few moments, Twilight finally asked her friend a question. "Hey Quentin?'' Twilight asked.

"Yeah Twi?'' Quentin responded, looking over some books on the shelf.

Do you...miss your world?'' Twilight finally answered, as if she was afraid to ask.

The earth pony frowned sadly, replacing a book in the shelf and turned to Twilight. "Well yeah Twi, I do,'' Quentin responded.

Twilight looked at him sadly. Quentin saw this and immediately explained himself. "Don't get me wrong Twi, this world-'' he smiled and walked passed Twilight and gazed out the window.

"This world is just...perfect,'' Quentin finally confessed, watching young ponies playing and having fun. Twilight tilted her head and walked over to him.

"I may miss my world, but I've seen in these passed two days my world could learn a lot from this one.''

"What do you mean Quentin?'' Twilight asked, trying to make sense of the comment.

Quentin frowned again and sighed. "Well back on my world, they're going through some tough times. The economy's pretty bad, unemployment is high, and there are a bit of fighting between countries.''

"Fighting? Like wars?'' Twilight asked, widening her eyes in shock.

Quentin nodded. "Yeah, but this place...I've never seen a place that had so much kindness and peace. To tell you the truth, this place seems like the closest thing to a utopia I've ever seen,'' he said, a soft smile on his face.

"Oh no Quentin, Equestria isn't a utopia,'' she said walking beside him. Quentin gazed at her quizzically.

"Equestria still has its faults. Not all ponies are kind and considerate like the ones you meet up until now. No pony is without their sins,'' Twilight said with wisdom.

Quentin just looked at Twilight before nodding. "Which is why I said 'seems' like a utopia. There is no such thing as perfect, no place or thing. Where there is good there is also bad, there's no denying it. But still...'' Quentin began before giving a more curt reply.

"Equestria still seems like a hell of a lot brighter world then mine, despite what bad may happen here.

Quentin returned his gaze out the window.

"Quentin...''Twilight said softly, looking at him sadly.

Quentin normally wasn't so dreary like that, but being reminded of the dark times his world was going through couldn't make him help but compare it to Equestria. It was truly a shining world, despite its minor flaws.

Quentin gazed into Twilight's sympathetic eyes and smiled softly, wanting to change the subject. "Hey Twilight, can I ask you something?''

"Yes of course,'' Twilight responded, eager to help him.

Quentin thought for a moment, and finally spoke. "Can you do that mind reading spell on me again?''

Twilight was taken aback, completely wasn't expecting the request. "W-what? What did you ask me to do?'' Twilight stammered.

"I want you to go through my mind again,'' Quentin repeated casually.

Twilight stared at him dumbfounded, and opened her mouth to speak. "Quentin, why would you want me to go through your mind again?''

The dreadlocked stallion smiled. "Because I want to show you something. I'm positive that you'll like it.''

Twilight shook her head, still not understanding. "What do you want to show me, because that's a very dangerous spell to use? The last thing I would want to do is accidently shatter your mind!'' Twilight then frowned and looked at the door. "I would never be able to forgive myself it that happened,'' she muttered sadly.

Quentin gazed at the purple unicorn and smiled kindly, walking over to her. "Twilight that won't ever happen,'' he said softly.

"How can you know?'' Twilight asked softly, not looking at Quentin.

"Because I trust you. Otherwise, I wouldn't have asked you at all,'' Quentin responded warmly.

Twilight's eyes widened and she gazed up at her friend as he used her words. Quentin smiled and held her hoof. "Please Twilight, I really want to show you what I have in my mind.''

At first Twilight just stared at him, then she lowered her gaze with a conflicted look on her face. She then looked at Quentin with worrisome eyes.

"Will...I really like what you want to show me?'' Twilight asked.

Quentin nodded and smiled. "You'll love it.''

Twilight gave Quentin a small smile and took her other hoof in his. "Alright, just close your eyes and relax,'' she instructed softly.

Quentin did as she said and she did too. In moments, her horn began to glow a brilliant violet aura. He felt the tip of Twilight's horn touch his forehead and the effects were instantaneous. It was like they were going through a journey into his mind. The two traveled quickly through a white lighted dimension until finally, the light dissolved and they were floating in a black, space like realm, the stars were purple. Surrounding us, were large fragments similar to broken pieces of windows, each one dimly aglow with a purple aura containing a recent memory. Quentin and Twilight both opened their eyes, still holding hooves and they gazed around their environment with awe.

"So we're in my mind?'' Quentin asked, gazing at the numerous windows.

Twilight nodded. "Yeah, we are in your subconscious and I must say, it's beautiful,'' Twilight smiled.

Quentin smiled gratefully at her comment. Twilight looked around again and finally to him.

"Are you ready Twilight?'' Quentin asked.

Twilight nodded. "Well Quentin, this is your mind, so in theory you're in control. You lead the way.''

Quentin nodded. In truth, he really didn't know what to do. The only think he could think of was to close his eyes and concentrate on what he wanted to see. After a few moments, the windows disappeared as a single, massive, light filled window came gliding towards Twilight and Quentin. Twilight braced herself and closed her eyes as they were enveloped by the window. Almost as quickly as it came, the light subsided. The two both opened their eyes and Twilight gasped at what she saw. She and Quentin were floating over a massive city. It was night and the city was lit miles on end with light. It was New York City. Being on Earth, it wasn't animated like Equestria, but Twilight and Quentin were covered with a dim, blue glow and were still had their animated bodies.

"Q-Quentin...where...are we?!'' Twilight asked loudly.

Quentin turned to his friend and smiled. "This, Twilight, is my world. This is Earth,'' he answered softly.

Twilight gazed around in disbelief. "This...is your world?!''

Quentin nodded looking around.

"But, why does everything look so...bulky? It's nothing like Equestria,'' Twilight noticed, scrunching up her face.

Quentin chuckled. "Yeah that's the reality of my world. But I think you'll like this,'' he answered and with another thought, they quickly glided down into the city, passing to Twilight's shock, cars and pedestrians...humans.

Twilight clung to Quentin arm as they made their fast glide. Quentin smiled as they came to their destination. "How do you like this?'' the stallion asked.

Twilight's jaw dropped slightly as she gazed around her new surroundings. They were in the middle of Times Square. Tall skyscrapers surrounded them with massive, different colored screens embedded onto various buildings. Some advertised the main Broadway shows it had, some were showing the news, sports, and other stations. Cars of all sizes honked their horns as they tried to venture through the busy streets. Twilight slowly formed a smile as she took in the surroundings.

"Are these machines, the 'cars' you told us about?'' she asked.

"Yup, and sometimes, there are some that really have no business to drive them,'' Quentin said, muttering on the last few words.

"And are they...humans?'' Twilight asked, a slight fear in her voice.

Millions of people walked around them, completely oblivious to their existence. They traveled in hordes as they crossed streets, went in stores, and sold from their carts and Twilight clung to Quentin as some passed their way.

Quentin nodded. "Yes Twilight, they are humans. And don't worry they won't hurt you. I don't think they can since we're in my mind.''

The earth pony's hypothesis proved correct as a human walked through them painlessly as if they were ghosts. Seeing this, Twilight relaxed greatly, letting out a soft sigh of relief. She gazed at the many humans as they went about their business, completely fascinated by them. However, Twilight cocked an eyebrow before she spoke.

"Wow, I wouldn't have realized that all humans kinda look alike.''

Quentin looked at her and frowned. "That's kinda offensive Twilight,'' he said firmly. He once being a human struck a small nerve inside him.

Twilight, quickly whipped her head to him and realized her mistake. "Oh I'm so sorry Quentin. I didn't mean to offend you. I just mean...I-'' Twilight was almost in a panic mode. The last thing she wanted to do was to offend her friends.

Quentin brushed it off. "It's ok Twilight I know. Just, be careful what you say.''

Twilight nodded, ashamed. There was silence among them, except the horns and sirens sounding around them.

"Quentin, this city is...just incredibly,'' Twilight confessed as they moved along the city.

Quentin smiled. "Yes, it is,'' he said. Since he wanted to be an actor, New York was his dream city. A dream that he knew would come true when he would finally return home.

After a while of sightseeing, Quentin placed a hoof on Twilight's shoulder. "That's not all, there's more I want to show you.''

"Really, more?!'' Twilight said excitedly.

Quentin smiled and nodded and with a thought, the scenery changed and they were on their way to more places in Quentin's memory. He took Twilight to some of the most beautiful places he could think of, Niagara Falls, Hawaii, Rio de Janeiro, Paris, and even to the north to see the aurora borealis. Each destination, Twilight drank in the wonders and beauty Earth had to offer. Quentin couldn't help but smile as she asked him questions about each place he took her. Finally, Quentin took Twilight to one last location, probably the most magical place he could think of...Disney World. Quentin and Twilight were just above Cinderella's Castle at night, with spectacular fireworks exploding beautifully around them.

"Quentin...this is all so...so magical!'' Twilight said to her friend.

Quentin even thought he saw Twilight shed a tear of happiness as she looked at the marvelous display happening around them. Quentin looked around and smiled, as the firework show continued, he too feeling himself tearing up at the display. It was nice seeing his world again, better yet with one of his new friends. Finally as the firework display ended, Quentin turned to Twilight ready to return to the outside world.

"Twilight?'' Quentin said.

Twilight didn't answer, she was entranced by the place where dreams come true. Quentin smiled and shook his head, before tapping her. "Twilight.''

Twilight snapped out of her trance and looked at Quentin. "Oh sorry Quentin, I guess my mind just wandered off at this glorious place. Did you say something?''

The brown equine chuckled. "I'm ready to head back if you are.''

Twilight thought for a moment and nodded. "Yes, if you're ready, so am I,'' Twilight responded, a hint of disappointment in her voice.

Quentin frowned sadly. He couldn't blame her. Quentin didn't want to leave the sight either, but it was time that they headed back. Once again, Twilight and Quentin held hooves as they prepared to head back to the real world. They closed our eyes and he felt the familiar tip of the unicorn's horn on his forehead as a white light once again enveloped them. Quentin and Twilight were traveling through that white lit dimension and before they knew it, Twilight and Quentin shot their eyes opened and recoiled backwards. They panted heavily as the spell ending and they were back in the library.

"Are you alright Quentin?'' Twilight asked with concern, trotting over to him quickly.

Quentin just nodded, still breathing heavily.

''Tell me, do you remember anything? Does it feel like you forgot anything?''

Quentin looked at her blankly and asked, "Who are you and where am I?''

Twilight froze and her heart sank, a horrified expression on her face. "W-What?! You don't remember me?!'' Twilight asked loudly, beginning to panic.

Quentin then bore a grin on his face. "Gotcha,'' he said impishly.

Twilight just stared at Quentin and then she frowned. "YOU IDIOT, DON'T SCARE ME LIKE THAT. IT'S NOT FUNNY!'' Twilight yelled and she started to chase Quentin around the room.

After about five minutes, Twilight finally jumped on her friend and they both fell to the floor. She proceeded to punch Quentin, but the blows didn't harm him as, as Twilight wasn't trying to do damage. Twilight finally stopped and they both ended up laughing on the floor. After a few minutes they got up and talked about their experience.

''Well Twilight, did you like what I showed you?'' Quentin asked cocking an eyebrow.

Twilight beamed. "I loved it. I never dreamed of a world hold such beautiful wonders!''

Quentin laughed softly. "Yeah, despite the wars and the mountain of sins, Earth still has its share of marvels,'' he added. "It really is a beautiful world with beautiful creations.''

Twilight nodded and smiled at him fondly. "Yes, I'm willing to say it rivals Equestria in greatness,'' Twilight said softly. "I can see why you can't wait to go back.''

Quentin returned the smile. "Yes, that is true, but like I said before, I want to help you and the others as much as I can to make sure your princesses return safely. It's the least I can do to repay you.''

Twilight smiled and she surprised the stallion with a tender embrace. "Thank you Quentin...thank you for sharing that with me,'' Twilight said softly.

Quentin smiled and returned the hug. "Anytime Twilight. Thanks for taking time to spend time with me.''

"I'll always have time for my friends Quentin. No matter where you came from, once we're friends we're friends for life.''

Quentin was touched by Twilight's kind words and smiled, stroking her mane. He had almost forgotten how wonderful it feels to have friends. Or perhaps for the very first time he was now starting to feel just how wonderful it was to have friends.