The cushions in the room were rearranged into a semi-circle with the open side facing the two pillows where Michael and Twilight would sit. While most of the ponies each had their own small pillow, the two princesses shared a single large one in the center of the arc, with Princess Luna snuggled up next to her older sibling. Taking their seats in front of the small crowd, Twilight folded her legs beneath her and sat up straight while Michael sat cross-legged and slouched a bit, his head drooping somewhat.

"Twilight," started Princess Celestia, "Why don't you and Michael tell us what happened."

Twilight nodded, "Of course, Princess." She turned to Michael only to see him put his hand up slightly, his palm facing her.

"You go ahead," he said wearily.

Twilight hesitated, then nodded, and began her account on the night of their departure to the HLF mansion.

For Michael, it was a night he wished he could forget, but hearing the evening's events as she saw it, it really sounded like some sort of spy novel; full of action, suspense, and intrigue. As he watched her spin her tale, he couldn't help but feel a small swell of pride wash over him and relieve some of his anxiety, like a small wave clearing away footprints in the sand.

Irene watched too, but she wasn't watching Twilight; it was Michael whom she focused her attention on. It had been so long, and much had changed, but she tried reading the face that was once so familiar to her. He was tired, that much was obvious, but there was something else about him. Irene scrutinized him further but, after a few moments, she began to wish she hadn't. It was the small things that gave it away; his eyebrows were raised a bit, one corner of his mouth crooked slightly so, his breathing slow and deep, and his eyes always on her. The realization that this was how Michael looked when he had feelings for someone wasn't the cause of her regret. What really made her kick herself was that it was only now that she realized that this was the same look he had given her, that he had always given her, until only recently.

"That's when we were caught," Twilight explained.

Applejack cut in, "But if you avoided all them guards, how did they know you were in the records room?"

There was a pregnant pause as Twilight quietly panicked. She had tactfully left out how Michael knew the code to the keypads, hoping they would assume he got it from the guard at the front door. Now on the spot, she desperately tried to think of anything to say other than "They tracked Michael's access code".

Michael straightened up, his face stolid.

"They tracked my access code."

Rainbow Dash immediately caught on, "What do you mean 'your access code'? Why do you have an access code at the HLF?"

"Because I used to be part of the HLF."

Everyone gasped, for the exception of Twilight, whose panic was only visible as a nervous smile.

Again, Rainbow Dash took the lead, "I knew it! I knew something was fishy about him!" She pounded a hoof to the ground, "He's probably a spy! Sent here to destroy Equestria from the inside out! He's probably the real reason why Twilight is a Human!"

"That's not true!" shouted Twilight, jumping to Michael's defense.

While most of the ponies remained silent, both Applejack and Rainbow Dash created enough of an uproar on their own, that Princess Celestia had to stand and open her wings to full spread in order to get their attention.

"Girls," she said sternly.

The two mares understood her meaning and took their seats once more.

As she sat back down, Princess Celestia turned to Michael.

"Michael, I understand why you chose to keep your past membership with the HLF from us, but I'd like to know why you joined in the first place."

Twilight, knowing it was a touchy subject for Michael, nervously cleared her throat and interrupted her mentor, "Princess, with all due respect, considering our current time constraints, I think it would be best if I continued my account of what happened."

The white pegacorn nodded, "Yes, of course, however," again she turned to Michael, "I'd like you to finish."

Michael nodded. He understood: this was her test. She would listen to him, but keep one eye on Twilight. This was how she would see if she could still trust him.

He sat back down.

"After we were captured at the records room, the leader of the HLF, Dr. Colwell, and his guards escorted us to the laboratory."

Irene opened her mouth to say something, but quickly quashed it. However, not quickly enough, it seemed, as Celestia’s attention quickly focused on her.

"Shimmer? You were going to say something?"

“Shit,” she thought, “She saw me."

She turned to Michael, "I was just going to ask if it was the same Dr. Colwell who nominated you for the teaching position..."

He nodded once, "Yes, the same. Anyway-"

"Wait a minute!"

Michael grimaced. Again, he was under the scrutiny of the technicolor pegasus.

"You knew this guy?"

"Yes, he was my mentor."

"Your-!" she started, but Celestia put a hoof up in the air.

"Michael, please, go on."

He took a deep breath and continued, "Dr. Colwell and his guards escorted us to the laboratory. Then his goons took Twilight and put her into a chamber. I tried to stop them, but the guards had me pinned."

"Twilight," Celestia asked, "What happened to you after that?"

Twilight's head drooped gently, "I- I don't know. The chamber started filling with this strange smoke and I passed out."

"A strange smoke?"

Michael shook his head, "It wasn't smoke; it was a cloud of nanites."

"Nanites?" asked the princess.

"Robots so small they can't be seen with the naked eye. Small enough to work on the molecular level," Michael received nothing but confused looks, "When Twilight was put into the chamber, Colwell released the nanites he designed into the air. They were programmed to, essentially, reverse the ponification process."

Pinkie Pie stared at Twilight, "So that's why..."

"Yes," Michael nodded, then looked over at her as well, "That's why Twilight is human now. The whole process took all of 30 seconds." He turned back to face Celestia and the rest of the ponies, "And that's what the HLF is planning to do to Equestria. They're going to turn all of the ponies into humans."

A round of gasps filled the room.

"Wait just one gosh darned minute," cried Applejack, "How do they think they're gonna do it? Corral us all into one of them fancy shmancy chambers you mentioned and gas us all one by one?"

Michael's face turned grim, "No need. The nanites can self-replicate to a certain extent. They're planning to release canisters of these nanites in three of the biggest citadels in Equestria: Cloudsdale, Phillydelphia, and here, Canterlot. Once they're released, a cloud of nanites will cover all of Equestria, turning everyone here into humans."

"When?" Rarity asked.

"Tomorrow."

The Princess whistled loudly and two guards stormed into the room.

"Guards, begin preparing for an emergency search of Phillydelphia, Cloudsdale, and Canterlot."

She turned to Michael, "Do you have any more information?"

Michael looked at the guards, "You're looking for two earth ponies and a pegasus; humans who've gone through the conversion process. They'll each be carrying a metal capsule about the size of a can of soda. Be very careful with them. As soon as you get the capsules, put them in salt."

"Salt?" asked Twilight.

"Yeah, Salt. The nanites become inert when exposed to the stuff," he continued addressing the guards, "Make sure they are completely covered and sealed off: airtight."

The two guards-ponies nodded and exited as swiftly as they entered.

Once the thump of the door closing finished resonating across the room's cavernous walls, the thick and heavy silence became all the more palpable.

A small voice crept up out of the void of sound; not Fluttershy's, but Luna's.

"What do we do now?" she asked. It was clear that same question was on everyone else's mind as well.

"We wait," offered Twilight.

"In the meantime," said Princess Celestia, "Before we adjourn for the evening, there is one pressing issue about your incursion into the HLF that I'd like answered."

Michael sighed from exhaustion, "Yes?"

"What happened after Twilight was... humanized? How did you escape?"

His mind stopped. Did he have to tell them? Tell Twilight and Irene? No, he had to; he had no choice. No secrets.

"While Twilight was unconscious, Colwell sent his guards to transport the nanomachine capsules. I guess he thought I wasn't a threat to him anymore. We got into an argument and then a fight. I ended up knocking him out. Once Twilight’s transformation was complete, I carried her out of the chamber, then interrogated the professor. That's how I found out about the salt."

"And what about the Dr. Colwell?" asked Applejack, "How do we know he's not making another batch of the stuff right now?"

In spite of his intentions towards honesty, he sidestepped the question, "I destroyed the lab."

She pressed, "Yeah, but he could be somewhere else now."

"He's not making any more of anything!" Michael's voice lowered, "I made sure of it."

From the edge of the arc, Pinkie Pie gasped. Michael watched her as silent tears filled her eyes.

"Mikey, no..."

Rainbow looked at the pink pony, confused, "What's got her all teary eyed?"

Celestia looked at him, her own eyes filled with the same sadness that he himself wore on that night.

"Michael, did you..."

"Yes," he paused, "I killed him."

Every face, all around the room, had changed. He watched their expressions; horror, sadness, shock...

"Just what kind of person are you?" asked Rainbow Dash, half in anger, half in confused sadness, "How could you have just killed him? I thought he was your mentor?"

Michael erupted, "'Just' killed him?! You think it was easy for me?! You think it was just a snap decision or that I killed him for laughs?! I know he was my mentor! I know how many years I spent working at his side, learning from him, helping him with his projects! If it weren't for him, I wouldn't have become a teacher! I know who I killed and I can never forgive myself for taking another life!" he slowed his tirade, and softened as his voice began to become raspy, "But the good of the many outweigh the good of the one or the few. I couldn't sit idly by and let the creator of the next H-bomb just walk away. The knowledge he had was too dangerous. If I didn't end it there, even if we can stop this attack, there would be more like it. I couldn't take that chance. I couldn't..." Warm, salty drops began to fall from Michael's face. Wiping them with his sleeve, he took a deep breath, straightening his back once more.

He was going to continue the account of the night, but soon felt Twilight's weight on him as she wrapped him in an embrace.

"Stop," she whispered in his ear, "You don't need to hide your tears anymore. It's okay."

Soon, Fluttershy and Pinkie Pie both approached him and each gave him a hug as well. Then Rarity and Irene, and finally Applejack and, somewhat begrudgingly, Rainbow Dash, who just gave him a jab on the shoulder.

Princess Celestia stood and walked over to Michael. Twilight, who was now sitting right next to him, leaning on him, shifted her position as he rose to put himself at eye level with the Princess.

"Michael, Equestria has not known war for millennia, and when the time came, you volunteered to help protect it. You've had to make one of the hardest decisions any one person could make, all for a country and a people you barely know. Thank you, Michael. My kingdom and I are indebted to you."

"Well, they haven't found the capsules yet..."

"With or without the capsules." She continued, "If there is anything I can do for you, do not hesitate."

Michael thought about it.

Everyone stared at him. No one expected him to actually think about it.

"I'd like a big bed, some apple cider, some cookies, and a saxophone." He smiled weakly, "It's been a strange week for me and I'd love nothing more right now than to relax before the madness continues again tomorrow morning."

The princess laughed, "I don't know about the saxophone, but I'll see what I can do. As for the rest, I'll have them brought to your room."

And with that, the meeting was adjourned. Michael was given a guard to escort him to his room, and Irene left by herself, but, despite the debriefing being over, Celestia, Luna, Twilight, and the rest of the Ponyville ponies remained.

Things felt a lot less formal now; the atmosphere had thinned out and lost the emotionally charged tension it had before.

Still, of all the ponies present, of all the talking and conversation that had transpired, there was one who still had something to say.

Rainbow Dash approached Twilight gingerly, "Twilight, I'm... I'm sorry." The words spilled from her mouth like an overfilled cup, "I treated Michael like total jerk."

Twilight smiled and hugged her friend, "Even though I'm sure he understands, you're right; you were too rough on him. Everything he's done, even when he was suspicious of us, was always to protect or help one person or another. He's as loyal as you are, Rainbow."

Dash nodded and smiled back at her friend, "So what's it like? You know, bein' human and all?"

"Yes, Twilight," chimed Princess Celestia, "As the first pony to experience humanity, please, tell us what it's like."

Twilight began grinning with excitement, "Oh, it's absolutely amazing! It's like a whole new world has opened up to me!" She put out her hands and began wiggling her fingers, "I mean, look at these fingers: they are so fascinating! You can pinch and grab and hold... pretty much everything that I would need magic to do on a day to day basis I can do with my hands! And they are so precise and sensitive! You can feel even the slightest change in texture!"

Pinkie Pie got up close and looked at her fingers in amazement, "Oooh! Oh, Twilight, touch my mane! What does my mane feel like?"

Twilight smiled and began running her fingers through the pink mare's bubblegum colored mane, "It feels... fluffy, almost like a bag of cotton balls..."

Smiling, the princess watched as, one by one, the other ponies came up to Twilight asking how one thing or another felt. For Fluttershy, it was her wings. For Applejack, it was her hat. Rarity wanted to find out how smooth her coat was and Rainbow Dash asked about her tail. When Twilight said it felt "kinda greasy", Rarity was quick to insist that Dash visit the spa with her, which was promptly refused by the blue pegasus.

As more questions came, a light but gritty tone could be heard from outside. The noise in the room fell to a murmur as some of the ponies turned towards the open balcony doors and listened.

Another tone came, this time much smoother than the one before.

"What is that?" asked Rarity.

"I believe," said the Princess, "That somepony has found our Dr. Frost a saxophone."

All was silent as Twilight and all the ponies, Celestia and Luna included, quietly walked outside to the balcony. Further down the outside wall and two stories up, they could see Michael sitting on the wide marble railing of the balcony of his room. Under the moonlight, the polished brass of the horn almost glowed as they watched him test the keys one last time before sighing and putting the mouthpiece to his lips.

However, as he played, the mood changed. Though the notes were sweet, the song could only be described as melancholy.

"It's like he's crying..." let out Fluttershy in a whisper.

Rainbow Dash nodded; he was crying. The others couldn't see it, but after years of flying and having to spot things a mile away, she could see the tears come one by one down Michael's face. For every tear, the blue pegasus felt a pang of guilt for how she had treated the human.

Twilight left the rest of the group to watch from the balcony as she walked through the open doors and exited the study.

Michael pulled the horn away from his mouth and stared at the ebony black mouthpiece. The slightly sweet taste of the fresh reed stayed with him, reminding him of the years in high school he spent in band practice.

"That sounded so sad."

It was Twilight, walking through the dark room towards the balcony.

"How long has she been standing there?" Michael thought to himself.

He watched her as she approached him slowly, then sat next to him on the white marble railing.

"I didn't mean for it to sound sad," he said, acutely aware of the small distance between them, "It just sort of came out that way. But I'm feeling better now," he laughed lightly, "I guess it was more catharsis than anything else."

"Well, I'm glad you feel better," Twilight said. She put out her arms next to the saxophone, "May I?"

He lifted the strap from around his neck and placed it around Twilight's, then laid the polished brass instrument in her arms.

Twilight felt the heft of it immediately and let it rest in her lap.

"So how did you learn how to play?" she asked.

"My father was a trumpet player. When I was little, I always watched him practice in his study. I could never go see him play for real, though; He was always playing at clubs late at night. After he and my mother died, I decided to learn, but I was terrible at it. So, I tried the saxophone instead and played in the band at high school."

She stared at the saxophone, "How did they die, if you don't mind..."

"Oh, it was an accident. It was snowy and a big rig jackknifed in front of them on the freeway. The driver was trying to avoid an animal on the road. It was nobody’s fault, really."

"How old were you?"

Michael began swinging his legs back and forth, "I was fifteen at the time. My sister was already eighteen so she petitioned to take custody of me until I was in college. But, we could take care of ourselves; we were fine."

Twilight stared at Michael, "You and your sister were on your own for three years? How could she have afforded that?"

Michael smiled, "We managed well enough. Alexis always had sticky fingers-"

"Sticky fingers?"

He laughed, "Well, things always seemed to get ‘stuck’ to her hands, if you know what I mean. She would steal things and sell them off for cash. Over time, the things she stole got more and more valuable; Alexis loved the challenge and she had a natural talent for it."

"For stealing?"

"Yeah. Of all the things, right? Anyway, on top of the money she brought in, I brought in a decent amount from suping the other kid's rides at school," he smirked, "Of course, I always had the fastest."

Michael felt Twilight's laugh as she leaned against him, "Of course you did."

She straightened herself and held the sax out to him, "Could you play something for me?"

He smiled and took the brass horn, hanging the strap around his neck.

"Sure, let me think..."

Hopping off the rail, he stood a few feet in front of her, tapping his foot as he thought.

Michael snapped his fingers.

"Do you remember, back in Eden Hall, how my sister was talking about her son?" he asked.

Twilight thought back, "He's a pianist, right?"

"Right. Well, he wanted me to play with him one day on stage, so we wrote this song," he took out his phone and started searching through it. "Sammy travels a lot to perform places, so he recorded his part and sent it to me to practice with," he looked up at Twilight, "Would you like to hear it?"

Twilight clasped her hands together, "Oh! I'd love to!"

Michael smiled. Closing the glass doors, he placed the phone on the bannister, pointing the lens of its built in projector at doors. It was just opaque enough that the test pattern seemed almost holographic against the glass.

In a moment, an image of a young boy, no more than 12 or 13 years old, sitting in front of a baby grand piano, appeared on the glass. At first it was static, but it soon sprung to life.

"Hi, Uncle Michael!" the young boy called out, waving at the camera, "Are you ready?"

Michael knew the pace of this video by heart, and lifted the saxophone to his lips.

"Alright, here we go." The boy set a digital metronome to count them off. Michael started, then the boy joined in.

Twilight closed her eyes and began losing herself in the music. The song was slow, and had a floaty quality to it. Neither of them played particularly loud, but the marble surfaces all around them seemed to give the song an echoey candescence, like a distant memory.

As the piano rang its final chord, she opened her eyes and wiped away the two tears that had begun forming.

"I love you, Uncle Michael!" The boy called through the camera, "I'll see you soon!"

As recording of the little boy stopped, Michael picked up his phone, pocketed it, and began setting down the saxophone.

"So, did you-"

Twilight tackled him with an embrace. The saxophone fell to the ground with a crash.

"I loved it," she whispered warmly into his ear.

Michael pulled away just enough to see her face. It was only in this moment, in this place, with the moon on both of them, that Michael noticed something about her.

"Your eyes, they're purple... I didn't really notice until now. And they really-" he smirked a little and stifled a small laugh, "And they really sparkle, Twilight."

She smiled...

"Oh shut up."

...and kissed him.

Closing their eyes, the world around them disappeared but for each other.

Down on the balcony of the Princess's study, the two humans had a secret audience. Princess Celestia and Luna had left, but the five Ponyville ponies remained.

Fluttershy turned to Rarity, "Are you sure we should be doing this?" she whispered.

"Oh, nonsense," the fashonista whispered back, "Didn't you see how they were looking at each other? They are in love! Besides, Twilight is our friend; what's the harm in watching as she takes her first foray into human romance?"

"I think you're just rationalizing your curiosity," the yellow pegasus retorted.

"Well," Rarity replied, "then what are you doing out here?"

Fluttershy looked away and mumbled.

"I thought so," Rarity said with a look of smug satisfaction.

Pinkie Pie squealed quietly as the two finally met lips.

"Oh my gosh, they're kissing!"

"Good fer you, sugar cube," Applejack whispered to herself, smiling as she watched the young couple.

Sticking her tongue out, Rainbow Dash floated back into the study, muttering, "Bleh, I've had enough of this mushy stuff..."

Seeing the two together, Fluttershy couldn't help but smile and feel happy for Twilight and Michael. Looking at him, she no longer felt that he was the same "wounded animal" that he was when she first met him at the Conversion Bureau. He seemed at peace.

Eyebrows rose as they watched Michael lead Twilight off the balcony and into his bedroom, closing the balcony doors behind them.

"We-he-hell," Applejack said knowingly, "I think this show has turned into a private viewin’."

Rarity shot a dirty look at the farm pony, "Applejack, honestly, have you no class?"

She laughed, "Just sayin..."

As they each walked to their rooms, a thought struck Rarity that had escaped her in all the excitement of their voyeurism.

"Oh no... Poor Shimmer..." Next Chapter: Chapter 19 Estimated time remaining: 33 Minutes