A recent trip to the Crystal Empire had left Spike and the girls thoroughly exhausted. The ride over from Ponyville was filled with pleasant conversation and laughter, but once they'd stepped off the train, they were whirlwinded into a chaotic afternoon full of catching up and making new memories.

After a fulfilling dinner everyone retired to bed for the night.

Spike, however, couldn't bring himself to let his mind drift into Luna's dream realm. Something was bothering him. And when something was bothering him, he couldn't sleep. He looked over to Twilight, who was soundly sleeping with her back turned to him, her slow, steady breathing making her chest rise and fall.

He was truly jealous of her. Even with all the princess duties she had aquired, she was still able to get a good nights sleep.

Well, most of the time. Twilight by nature was a worry wort, and if one single thing wasn't correct, or in place, she'd fret over it for days on end. Which of course affected her sleep and her performance during the day.

He'll never forget the "Just put the hay in the apple and eat the candle" comment she made a few months ago.

But Spike wasn't like Twilight. He could sleep soundly even when something was worrying him. But there was a difference between something worrying him, and something bothering him. What was nagging at him was something he had never felt before.

Dread.

But what exactly was he dreading? What did he have to dread? He had a good life. The pony who hatched him loved him so, he had friends of all shapes and sizes, and all the gems he could eat if he really wanted to.

So what was the deal?

What was making him so nervous?

At that moment his stomach grumbled, and he decided with a sigh that he might as well sedate his hunger while he was up. Quietly walking over to the door, he opended it and made his way out into the hallway.

He nodded in greeting to the guard stationed beside it, and began his trek down to the kitchen.

There wasn't a sound except for the occasional outburst of snoring from one of the many sleeping chambers that were on either side of the long crystal hallway.

Spike had been here many times of course, but never had he really taken the time to explore the palace on his own. It reminded him very much of the castle he and Twilight resided in now back home, and the high arching crystal walls gave him a small sense of familiar comfort.

By the time he had reached the hallway containing the kitchen, he noticed it was incredibly darker down where he was than where he came from. Probably because no one really used the kitchen during these hours, and if Twilight and her friends probably needed something, the guard stationed outside of their door would most likely get it for them.

Although, the slight clinking sound of bottles and soft munching let him know that he wasn't the only one up with the idea of a late night snack.

He assumed it was Pinkie Pie, who could never really seem to stop eating. She always had some kind of edible confection with her no matter what the situation, and he knew if she was in a place where food was plentiful, she wouldn't hesitate to help herself.

But when he had finally made his way to the fridge, he was shocked to find not the pink haired baker, but his sister in law, Cadence, lying on her back helping herself to...well, everything.

He stood there for a good moment, watching the mare. He wondered if he stood there long enough, that she would realize she wasn't alone.

Apparently she did, because she looked up at him with a goofy grin. "Diyoo wan' thum?" The princess asked, a silver spoon in her mouth. (There was a joke in there somewhere, but Spike was more concerned with the concoction incased in the alicorns magic.) A can of whipped cream, along with a jar of peanut butter with a pickle dipped inside. The pickle had whipped cream on top of it, and a chip from the bag on the floor beside her.

"I'm...good." He responded politely in awe. Now, he had seen the princesses act not so regal from time to time, from Celestia losing control because of cake, Twilight having a meltdown, or Luna being frustrated with something.

But he had never seen Cadence outside of being a perfect princess. And now that he has, well, he wasn't really sure what to think.

Suddenly his gems in the fridge seemed like the least of his problems.

The alicorn rolled over to face him. Her magic plucked the pickle from the jar of peanut butter and she bit into it. "Something the matter, Spike?"

He shrugged his shoulders. "Not really."

Cadence rolled her eyes. "Oh come on, I can see it on your face. Something is bugging you. Spill it."

He sighed and sat down in front of her. "Have you ever felt like...like you were suddenly replaceable?"

Cadence's eyebrows knitted. "Can't say I have, but go on."

"It's just...I'm scared. I feel like once this baby you and Shining Armour are gonna have comes around Twilight won't pay attention to me. Is that...is that selfish?"

Cadence tapped her chin with her hoof. "No, not necessarily. Although jealousy can be a harmful thing, I can see where you're coming from. Is that all you're fearing?"

"No," He admitted, sighing again. "All day I've been getting this feeling of dread. That once this baby is here everyone will forget about me. More than they already have."

"Who has forgotten about you, Spike?" Cadence asked tenderly, lovingly. Motherly.

The tone in her voice made Spike look up and he could see in her lilac eyes that she was listening to him. She truly wanted to know what was wrong.

"Well, as of late I've felt like second rate compared to everyone else. I mean, sure everyone tells me I'm just as important as they are, but sometimes I just dont feel like it. I feel like...once you have the baby, I'll be old news."

Cadence chuckled, making Spike look up. "Spike, you're not selfish for having insecurities." She patted his head. "No one is. It's totally normal."

"It is?" He asked.

The alicorn nodded. "Of course it is. How do you think Shining felt when Twilight was born? I'm sure he was worried about not having any attention on him as much as you. But as soon as Twilight was born, he knew he had to be the best big brother in the world to help her and guide her, no matter how jealous he felt." She smiled warmly at him.

"Sure its gonna get a little, er, a lot louder in here, and sometimes you will feel ignored by Twilight or me, or Shining, or the other girls, but know that everyone loves you just as much as you love them. No matter what."

"No matter what?" Spike asked.

"No matter what," Cadence repeated, kissing the young dragon on the forehead. She levitated a bowl piled high with gems and rubies down to him from the top shelf of the fridge, grinning as his eyes lit up. "Care for a gem?" She asked.

He excitedly grabbed a hand from the bowl. "You know I do!"