Max had rolled out of bed almost the moment that the knock on his door came. The serving mare who knocked nearly jumped out of her fur when he breezed past her, knocking on Celestia's door in turn. He helped the mare out of bed, her emotions roiling as they continued to crack apart her failing mental barriers. She had actually shivered when he entered, barely suppressing a burst of fear at the sight of him.

"Come on, Tia, gotta take care of the sun, maybe a bath and breakfast, then you can lay down."

She sluggishly nodded, moving to the balcony and lighting her horn with power as she began her morning ritual.

"Not gonna do this with Luna?"

The alicorn winced, shaking her head and stopping at her balcony before sitting down hard. Max nodded, moving beside her and waiting. A quick ping from Crystal caused him to perk a bit.

"Crystal says Luna's starting."

The solar diarch nodded as she began to blaze with power, causing the surrounding area to once more become heavy with magic. The moment the moon was clear of her path, Celestia raised the sun. Her power fizzled out quickly though as her mood was too sour to truly find interest in her work. She rose and made her way back to bed, stopped only by Max grabbing her tail in his teeth and pulling her towards the door.

"Food first," he called around her tail, slowing enough to give her a chance to walk on her own. The alicorn nodded after a moment's thought and followed him to the dining room. It wasn't much, but at least he wasn't going to have to force-feed her during this depression.

'And depression is better than mania, though that may come later.'

"Morning Crystal," Max called as the four entered the dining room from different sides. Luna was still half asleep of course. The mare was too similar to Max to enjoy being up this early. Crystal as well, judging by the shape shifter's irritated grunt.

"Good morning, Luna," he said cautiously as he took his seat.

Luna nodded her head stiffly in response.

"Good morning, Maximus."

As the servingponies began setting out the breakfast, Crystal waking up enough to make certain Luna was eating while Max urged Celestia to eat, he coughed into his fetlock to draw their attention.

"I'm going to take a knight or two into town today. There are a few things that need to be done sooner rather than later. The roads need to be plotted for one. I'd also like to get started on a bit of a census on who we have outside the keep. If we have someone who can work glass, for instance, I'd like to know about it. I don't think I'll get this all done in one day, but the sooner we start the sooner it will be done."

"I'll watch Luna," Crystal said softly, pressing closer into Luna's side and drawing a cautious smile from her alpha.

Luna shook her head.

"I have decided that I will be going through the old laws and attempting to update them. You will remain within calling distance of Tia. If she requires aid, you will attempt to help her or call Maximus from the town. I shall be fine for the time being, but Tia is..."

The solar alicorn didn't even respond, only grunting as Max gave her a poke and offered her some tea. She accepted the food he set before her but the mare was nearly dozing off in her breakfast. Chuckling to himself, he offered what she'd accept before slipping her onto his back and moving from the table.

"I'll speak to you all later. Crystal, remember what I said. If you need anything, anything at all, you ask."

He stopped as he was turning to leave, a presence in his head emanating a sense of warmth and answering in a way he was unfamiliar with. He rolled his eyes at the contact, giving a quick poke over the link and sending the smaller shape shifter into giggles.

He opened the door to Celestia's bathing room and took note that the bath was already prepared. Not one to question a gift or good fortune, he stepped into the large pool of warm water, shifting and dropping the dozing alicorn into the water beside him, making certain to keep her head above the water. He washed her down quickly and dried her off before carrying her back to her room and setting her back in bed.

"Tia? Come on Tia, I need you to focus for just a minute," he called, shoving her awake. The moment her eyes focused on him, he stroked her mane.

"I'm heading out, Crystal will be nearby. If you need anything, ask. I'll be there as soon as I can. Rest up, okay? Then you can take care of Crystal and I when you two are feeling better."

He left a quick kiss on her forehead, drawing a faint smile from the mare as he turned to leave. Her unsteady flutter of happiness was all the answer he really needed. Now all he had to do was find a few knights to help him with setting up the town to be less of a fire-slash-plague hazard.

"Mark here as well, about eight paces sounds good. Wait, you guys are shorter...main road out of the gate so make it about twelve at least. We need to be able to march down this road," Max told the knights who were following him.

A few of the peasants were watching cautiously, unsure what to think of the strange creature that had come from the keep of the alicorns. Sure a few of them had seen him the first time he wandered out, but he was still strange to them. Max was also running into an issue with the ponies throwing up huts where ever they felt like.

"But I put my house here!"

"Well why in the ever-loving fuck did you put it right outside the gate? How are the knights supposed to protect you if they cant leave the keep?" he retorted to the angry earth pony. "Seriously, I know this is going to suck for a lot of people but we wont just leave you homeless. We will give you plenty of time to move, plenty of time to either ask for help from friends and family to move it or even build a brand new home. We're only in the planning stages."

"Well why don't you plan around it?" the stallion shot back.

"Look at the keep!" Max shouted, throwing a hoof towards the gate. "You can't step ten paces out of the gate without walking into a home! If I thought it was possible to do what you're asking I'd do it. But you guys are building so many homes near the keep that it's impossible to leave. If there's a fire, what do you think will happen with all these homes stuck so close together? Even though my people had fire safety regulations coming out of their ears we still lost tons of homes to fires. You guys don't have that! In fact if I drop a match somewhere in there, the whole thing could go up in flames. That's one of the things we're going to be fixing."

"He's giving you plenty of time to either ask for help in moving or to move the home yourself. If you need help, ask. If your home is still blocking the path after we begin forming the road, it will be moved with less care," a knight said, placing a marker in the dirt. "The princesses have given the changeling you speak to their blessing in preventing disaster and aiding them in making this town livable. It was his investigations that lead to the acceleration of plans and the creation of the farmland and quarry."

Twister, his second escort, nodded emphatically.

"He's trying to help both you and everyone in this hamlet. I will ask you the same thing I told every other pony that built their home in front of the main gate. Why would you do that? How are we supposed to leave when you do something like that?"

"We want you guys to be safe and happy, but there has to be some sort of order to this madness. It's not just fire im worried about. We'll need a marketplace, we'll need a second wall around the town. I'm looking into forges, wells, food storage in case of emergencies, defenses in case of enemy or monster attacks, there's so much I'm trying to do for you guys it's making my head spin! Please, please don't make this any harder than it has to be."

Max stopped as he was looking over his sketched plans, a rock clattering to the ground at his hooves. The same rock that had just left a scuff on the chitin of his neck.

He hadn't even turned around before the knights were moving between him and the stallion, their weapons drawn. The stallion snorted, pawing the ground aggressively in spite of being outmatched. Max stared at the pony in shock. Why? Why did he have to be such a pain in the ass?

"I'll tell you what," Max said, looking at the stallion. "You place the markers in such a way that you can mark out a ten to twelve pace road, one big enough to allow the knights to move quickly if they need to defend the city, and I will let you decide where they go. It has to be a relatively straight road though. And remember, everyone else is going to have the same argument you are making."

The stallion perked at the offer, looking back at the town. His ears soon sagged as he took in the amount of homes scattered around him. The place was becoming thick with homes, more being added even as the day wore on. His ears finally went flat and his body slumped as his mind tried to plan the road...

"I get it, you don't want to move. Nobody does, but this is for the entire towns benefit. Not just mine, not just the guys in the keep. There are going to be others coming here in the future. Be it to trade, live here, or even talk to the princesses in the castle. We make this place look nice and we'll have a leg up on every other town. Not to mention proper planning can help us improve things faster once we're settled. Good planning will make it easier to install sewers, water for new homes, make it easier to move goods along roads and thus allow for easier troop movement, all kinds of things."

Max sighed, looking over his papers.

"I don't hate you, I don't have any feelings about you one way or another in fact. I'd like to hear about everyone out here being happy though. And cramped conditions and lack of safety aren't things I'm going to leave unattended to."

Twister frowned, looking to the stallion and leveling her spear at him.

"You sure you don't want us to do something? He attacked you."

Max shook his head in irritation as the pony beat a hasty retreat. He felt like a politician trying to sell an idea to people. It was ridiculous. He was no public speaker. He threw up after his English class speech for pity's sake! Yet here he was having to assure these ponies that he wasn't doing this because he hated them, or because he had some hidden agenda. Like a bunch of herd animals they were attempting to press as closely to a being they considered safe as possible. Or two beings in this case. They wanted to be as close to the princesses as possible, even if it meant clogging the area outside the keep and making it impossible to move things in and out of the keep.

"Shit could have been prevented if those assholes had done their fucking jobs but no, they had to sip their fucking tea and twiddle their hooves while things went to hell out here."

"That's why we have you," Twister said with a chuckle. "Fixing stuff's what you do, right?"

"No, I just don't have the princesses tolerance for bullshit from the nobles. Or those who claim to be nobles," he said, whispering the last bit under his breath. "Stuff needs to be done though and I at least know how a town is supposed to look. Have either of you seen a castle-town?"

Both knights shook their heads, the stallion who had set the marker down looking back at the path they had taken.

"Aren't you worried about ponies moving the markers?"

"No," he said, looking at the surrounding area and trying to envision it with proper roads. "Not because they won't move them but because I'm almost expecting them to. I have a feeling this is going to be a fight. They're huddling near the alicorns for safety and anyone that says they should do otherwise can get bent."

A bloom of confusion caused him to massage his temple with his free hoof.

"They're going to tell you to buzz off. Say that we can take our delegated authority and shove it where the sun doesn't shine. It doesn't matter to me though. This needs to be done and we'll double check everything before we start to make sure it's correct. No assuming the markers are in the right place."

"Then why are we using them?"

"So the ponies out here have a warning for one. They also can't say they didn't see them. Well, they can but we'll know they're full of shit," Max chuckled. Standing up and moving away from the Keep again, he turned and judged the distance over his shoulder. His master plan for this place was to do the wall in stages, adding more sections as the town grew. There wasn't a need for a huge wall that would surround the city on all sides and the fact that there were digging and flying races would limit the walls effectiveness by several factors. That didn't mean it would be useful against animals though and he knew the world had several dangerous animal species.

That train of thought brought him up short actually. Ponies had lived under Celestia for a thousand years and they had no information on dragons or zebras. The ponies of Ponyville had been terrified of the zebra they ran into, in fact.Why?

'Because they don't have the drive.'

Ponies were perfectly happy to live out their lives in peace. They were the perfect peasant, but anything else would require other races. He'd need to find a griffon or Minotaur to speak to, maybe a zebra and thestral as well. A full changeling society would come in time, either through Crystal starting a hive of her own or interactions with other drones and queens.

Celestia may not have had the drive to push for advancement either considering her mental state. Thus they spent a thousand years of peace, languishing and failing to utilize the opportunity such an advantage gave them.

Pointing out the location he wanted the wall built at, a good half-mile from the Keep as far as he could tell, he began circling the structure. A wheel and spoke wall-style may work here. That way they could add to it as the town grew. Once they had enough ponies they may even be able to divide the place into sectors.

'District twelve's tribute has arrived, sir,' he thought with a chuckle.

The stallion was just plotting out inner roads that would allow for access to the other chambers of the castle's wheel when a pegasus hit the ground at high speed a few paces away.

"Sir, Princess Luna is demanding your presence. Something happened with-"

"On it," he said, spreading his wings. It was getting easier, but he still wasn't quite flying on his own yet. Lifting off into a hover, he turned to the knights and handed them his board, paper and charcoal stick.

"Try to set out some markers that follow this pattern. Don't worry if it's perfect just yet. I need to get back."

With a loud buzz filling the air, he took off to the castle. It kind of worried him actually. He didn't hear Crystal call him. Wasn't she supposed to watch Tia?

Max arrived outside the door to Celestia's room to find Luna nervously pacing. The moment she heard his hooves hit the stone floor, her ears perked.

"Maximus. We have need of your aid. Tia is, I don't know what's happening. Every time I try to speak to her, however, she begins weeping and screaming. Crystal is currently drunk, she was drooling several different colors of emotion so Crack is watching over her. He said there's nothing truly wrong, but she was taken by surprise."

"So it finally broke?"

"It would appear so. If you do not believe you are capable-"

"I told her I'd do what I can. Be ready to pull me out though. I don't know how this will go."

Luna nodded, carefully opening the door but making certain she was not visible to the white alicorn. The second Max caught sight of her, he found out why.

Celestia was radiating a plethora of emotions, none of them particularly strong. The moment something came into her view that drew her attention though, her emotions bloomed. Fear, hope, happiness, sorrow, anger, and lust slammed into him like a wave, nearly knocking him off his hooves. He pushed through it, stepping closer to the beacon of emotions and doing his best to mentally push against them in turn. The idea seemed to work, as he wasn't on the ground drooling just yet.

"Tia? Tia, it's okay," he grunted, stroking a small bit of her tear-stained cheek. "I'm right here. I said I'd come if you needed me, right? It's okay, just rest."

The alicorn nodded, letting out a few strangled sobs as she slumped into her covers.

"I can't stop it, it just keeps happening," she sniveled, using a burst of magic to pull her blanket over her head. "I'm just so useless right now, I couldn't even look at Luna. I hate this, I just want to die."

Hopping onto the bed and pressing close to the distressed mare, he shushed her.

"I know you're not feeling well. Luna's worried about you, but nobody thinks your useless. You were willing to hurt yourself to help everyone. That's not something a useless person does. Now we're going to show you how much we love you by taking care of you. You understand?"

"I haven't done anything!" She yelled at him. "Discord walked away! I didn't beat him, I didn't notice the ponies stealing from us, I didn't notice anything! I just, I-"

Max shifted, resting his barrel and head over the mare's body.

"I don't think you're useless, nobody does. You're just hurting. Everyone wants you to get better though. Even the Elements."

Not waiting for the alicorn to fall into another bout of self-hate, he began to hum softly as he stroked her mane. It was a song that he only half remembered, but ponies were often shown as reacting to songs. Maybe music really was a part of them?

"When your day is long...

"and the night, the night is yours alone.

"When you're sure you've had enough, of this life, well hang on...Don't let yourself go.

"'Cause everybody cries. And everybody hurts, sometimes."

Max smiled and sat up, watching the waves of emotion role through the alicorn but seeing her ears had perked up at the tune.

"Emotional trouble is so common, Tia, humans have made hundreds of songs about it. But the most important thing to remember is it will pass."

"'Cause everybody hurts. Take comfort in your friends.

"Everybody hurts, don't throw you hand, oh no. Don't throw your hand.

"If you feel like you're alone, no, no, no, you're not alone."

Celestia shivered, another wave or roiling emotions ramming into the changeling life stormy waves at sea. To his surprise, she shifted her head enough to open her mouth.

"My days have been long...

"And the night's they're longer still.

"The only mare I've had, by my side, I left alone.

"I couldn't let myself hurt, couldn't let myself cry, at all.

"I had no time for hurt, I don't have a single friend.

"I have no time to hurt, so I threw it all away.

"When I stood before the crowds, I never knew, I was so alone.

Max perked, a second sun of emotion drawing his attention to Luna. The alicorn was walking in step with the silent rhythm, the song having taken control of their bodies and minds.

"I've been waiting too long...

"I can't let it go on any longer now,

"I just went along, with your plans, I didn't say a word.

"I let myself hurt, let myself cry, all through the night.

"Now I've found a cure for the hurt, I found my first friends.

"I found the time to smile, I held them close to me.

"Now we stand side by side, with a strength, I never knew I could hold.

"Everybody hurts, but you do have friends.

"Everybody hurts, don't let this be the end, because it is not, it is not the end.

"There's no need to feel alone, because, I tell, you now, you're not alone.

Max gave a flittering hop, vacating his position while Luna stepped closer. The dark mare jumped on the bed, using a wing to pull Celestia to her side.

"I love you Tia. Don't you ever think otherwise. I'm willing to wait for as long as you need. If you need me to wait a hundred years before you're willing to speak to me again, I will wait. And the day you come to me, willing to accept my love in any way you choose, I will celebrate the moment like the occasion of joy it is. Because I love you, and I want you to be happy."

Max choked a bit as Celestia seemed to explode with an array of emotions, wiping his muzzle with a hoof and having it come away with a bit of honey on it. He made a quick exit, stopping outside and grabbing a vase off of a nearby table. He dumped the plants out and gagged, choking out a swirl of emotions, coughing and hacking up the tie-dye mess for a good minute before he stopped.

It had been almost painful at the end there, just too much emotion swirling in the room for him to ignore it all. Add Luna's own emotions to the mix and he was in over his head. They're feelings were strong, both for each other and the situation. He'd give them some time, but he needed a moment to balance himself. A moment to-

"Have you seen the Princesses? Princess Luna said she would be in the room beside her bedroom, something about turning it into a study. I need to speak with them."

Max looked up, a little honey still dripping from his lips and causing Redstreak to frown in confusion.

"What is that?" she asked, pointing to the honey with a hoof.

"It's honey," he answered, wiping it off of his chin. "Changeling honey. My species apparently stores emotions as a gel if they find themselves with an abundance of it. As for the princesses, they're busy. Is there something I can help you with?"

"No, I need to speak with the princesses," the mare responded, moving towards the door.

As she raised her hoof to knock, Max pulled her away by the tail.

"What part of they're busy do you not get? They are very busy right now, so unless there's a fire or a monster attacking, you need to leave them alone."

"I understand you're not yet knowledgeable of our lands, but do not stand in my way," Redstreak said, swatting his muzzle with a hoof. "I do not care what push you think you have with the princesses or what aid you have rendered me, you cannot-"

"Bitch I will eat you!" he shouted, causing her to take a few steps back. "I will not let you bother them when they need a moment to themselves. I will lock you in the dungeons myself. I will glue you to the ceiling of the throne room and you know what? I know that several knights would back me up on that. They would watch me and then let Luna know where you are after she's done. Wait until lunch or tell a serving pony to ask Luna to contact you when she's done here. Celestia is not to be bothered by anyone until further notice, and if I hear anybody bothering her when she's not feeling well I will feed them their own heart!"

Redstreak squeaked in fear, taking off down the hallway with her tail tucked between her legs. A few more wavering points of fear behind him caused him to spin and glare at some approaching knights.

"Got a problem with that?"

"N-no sir. Just seeing what the, er, commotion was, sir," one of them, a stallion, stuttered out.

"Good, now get- no, I want you two to stay here and guard this door. No one gets in. If they try to push, you push back. I don't care if Discord himself shows up to get in, nobody enters without permission from Luna or myself. The rooms of the Princesses are places where they go to rest, not to be hassled at all hours. If something important comes up during normal hours, ask me. If it's big, I'll get Luna."

Shaking his head and taking a few breaths to calm himself, Max relaxed slightly. The knights were still standing there watching him so he nodded.

"Sorry, high doses of emotion make me emotional. I mean it though. You don't let anyone into that room. If a noble tries to get in, you jail their sorry butts. Those ladies are not at their beck and call. I'm going to talk to Shimmering about setting up a rotation on the door."

Taking the emotion-filled vase with him, he headed to the yard and Shimmering's appropriated office. Flick was working in the library last time he saw, so maybe she could do something with the swirl.

Flick had accepted the vase, muttering about teaching Max how to filter emotions at a later time but otherwise leaving the vase to the side while she continued her work. He found Shimmering in his office, studying a scroll that was written in flowing script that the shape shifter assumed was unicorn. After all, Earth was reminiscent to morse code, and pegasus...actually he hadn't seen pegasus yet. Was it racist to assume the unicorn was reading unicorn script?

"Shimmering? I needed some help with guards. I'd like a pair of guards stationed outside Celestia's room while she recovers."

"She's sick? Wait, this doesn't have anything to do with you feeding off of her, does it?"

"No! God no, if it did it would be Luna who was out of it. No, Celestia's just not feeling well. She'll be better soon but for now we're trying to give her some time to rest. I wasn't even clear of the room before Redstreak was trying to blow past me. That's their private rooms. If some type of disaster is going on I understand, but otherwise-"

"I, I suppose I can see that being an issue. Everypony should have a sanctuary."

The unicorn nodded before moving towards the door and motioning for Max to follow.

"I shall be asking Luna about this. If I find this to be some effort of yours to harm them..."

"I get it, I don't really care though. Those mares need some time to themselves. If that means I have to stand in front of the door I will, but I was trying to plan out the roads."

"Wasn't that...oh yes, one of the nobles who were evicted was supposed to have taken care of that. How goes it?"

"It goes. Going to need to move some of the peasants. They built their homes all over the front entrance."

"Yes, I remember seeing that before. I was wondering why they did that. One moment."

Shimmering trotted ahead, calling the yard to attention.

"I require four rotating patrols. They will be adjusted at a later time and possibly continued at the order of the princesses but for now I need four ponies to stand guard over Princess Celestia's room. Another four will guard it tonight, while two shall Guard princess Luna's room tonight. You are not to let anypony in without the permission of the princesses. Or the consorts."

"I'm trusting you on this one," the unicorn said to Max. "You're a smart enough stallion and have brought about some world-shaking changes. Most of them benefit those mares as far as I can tell. I'll put my neck out for you this time because of that. Don't make a fool of me."

"No intention of it, Shimmering. Thank you."

"Keep putting your heart into this place and we'll call it even. I heard from some of the Knights about your demonstration with the other changeling, so I know you have one."

"Don't know if I can do that, Shimmer," Max chuckled, moving back to the gate. "Already put my heart into Luna's happiness and I only saw one heart during that demonstration."

The guard captain gave a laugh as he turned back to his office, grumbling about something Max couldn't make out. The changeling looked to the sun and nodded. He should still have some time before lunch. He'd likely see Luna then. Or he'd make sure to bring some food into Celestia's room.

'Crystal, you there?'

The answer was a drunken giggle, several emotions bleeding through the link and giving him a bit of a contact high.

'Roy G. Biv is a colorful man, and he proudly stands, at the rainbow's end.

Max sighed. He really wanted to get the roads planned, but if it meant leaving Crystal like that...

'Marco'

"Polo!"

He perked, finding the open window of the castle the sound came from, Crystal was staring out at him, giggling drunkenly the whole while. She spotted him and leaned forward with a hoof on the window's ledge, waving a hoof at him.

"I WIN! Does that mean I chose the position tonight?"

He quickly flew up to the window and pushed her back inside. He didn't need Crystal falling out of a third story window when the other powerful mares were indisposed. Crystal began giggling madly as she rolled around on the ground after he shoved her back, unbothered by the rough-housing. Not normal behavior for her at all.

"You alright Crystal? I heard you got blasted pretty badly by Tia," he asked, landing and approaching the giggling changeling.

"It was great! I was just sitting here minding my own business while keeping a bit of focus on Sunny and then I get blasted and everything went silly. Did you know when Tia did that I saw sounds and tasted colors? It was silly. Everything's kind of silly right now."

Max stared as the mare began rolling around on the floor like a dog, giggling to herself. She finally became bored with the action and stood up, stumbling over to him and pulling him into a kiss. He was so caught off guard by the motion he was poorly prepared for the flood of honey the mare ejected into his own mouth the next moment.

"Bleah, that was way too much," Crystal said as she shook her head. "I feel like I just went swimming in a pool of honey."

The stallion shook his head as well, coughing and attempting to fight against the new surge of emotion the other changeling had pushed off on him.

"W-warning next time."

"Sorry, Max, I could barely think with that much emotion. I don't know what else I would have done if I couldn't drop the overload a little and you weren't doing too badly, so..."

"No, no it's, it's fine," Max mumbled, blinking away the colors from his vision. 'Holy shit, is this what it's like to be high?'

"No, we gotta, give me a jar. We're going to go talk to Flick about proper processing and separation of emotions, maybe that...shielding thing. Right after I stop smelling green."