Note from Author: I will not let all these critics get me down! Also I do admit the song was filler and I apologise for that and I've fixed it. I do know the Changeling Queen had a name but they characters never found out what that name was so I won’t have it revealed until the queen introduces herself! Also a warning: I am AWFUL at rhyming so please excuse how bad Zecora’s words are. also I will do my best to make sure Thorn doesn't turn out tobe a mary sue and I assure you there is a reason why he suddenly turned evil those years ago which will be explained in a future chapter!

It was late in the afternoon in Zecora’s Hut the Everfree Forest as Twilight Sparkle was talking to Zecora.

“Thank you kind pony for helping me and that you didn’t mind coming out here to help” Zecora said as Twilight had brought some herbs Zecora had asked her to bring for a potion she was working on.

“You’re more than welcome Zecora” said Twilight getting up with her bag around her neck “I had better get going before it gets too dark!”

“Be careful Twilight and make sure you don’t stump as things do go bump in the night!” Zecora warned as Twilight exited.

Twilight went down the path to Ponyville and a few minutes later she saw a band of timber wolves blocking the path, looking at her with a hungry look in their eyes as they were growling.

“.....Nice wolves......nice” said Twilight weakly as they began steadily waking up to her. She then began running away screaming in the opposite direction as the wolves began chasing her.

After fifteen minutes Twilight believed she had outran the wolves but saw she was in an unknown part of the woods. “Hello?” she yelled out and her voice echoed throughout the forest scaring some birds.

After a few more minutes of wondering she came across black lizard creatures that looked kind of like the Changelings.

“What are these things” wonder Twilight as she began to freak out. She then saw more of these creatures come closer to her. Freaking out she began running away again.

Because she was too scared to think straight while she was running she tripped on a tree branch and fell her head landing on a rock.

The creatures began walking towards Twilight’s unconscious body ready to go for their next meal, when a figure in a red cloak leaped in front of Twilight’s body and casted a bright green spell from its horn blinding the creatures.

“What do we have here?” the figure asked himself before dragging Twilight to somewhere safe.

Hours later morning dawned in Ponyville and Spike was outside searching for Twilight. Soon the rest of the Mane Six came up to Spike.

“Eh Spike what are you doing?” Pinkie asked the young dragon.

“Looking for Twilight” Spike said worriedly “last night she went out to do an errand and hasn’t come back since!”

“WHAT?” asked the remaining Mane Six in disbelief.

“Did she say where she was going?” asked Applejack.

“No she didn’t say a word about where she was going?” Spike said shaking his head “what if something happens to her!!!”

“Don’t worry Spike” Pinkie said trying to reassure him “we will find her, won’t we girls!”

The rest of the Mane Six nodded. “I will go ask everypony if they seen her” Pinkie said bouncing away.

“I will go check at Sweet Apple Acres” said Applejack trotting off to the farm where she lived.

“I will fly over and see if I can see her” Rainbow Dash then said using her wings to fly off.

“I will go check at the market” Rarity said going off to the Ponyville market.

“And I’ll go ask my animal friends if they’ve seen her” said Fluttershy walking home to her cottage.

“*I just hope she is alright*” thought Spike worrying about her lifelong best friend.

Twilight found herself in a large field and on a picnic blanket with a basket. “*Where am I?*” thought Twilight looking around.

Curiously she opened the basket and saw it had several daisy sandwiches, cupcakes and some of her favourite foods. Looking around and seeing nopony else was around she started tucking into them.

Then suddenly she saw around her was all her friends, her parents, Shining Armor, Cadence, Princess Celestia and Princess Luna.

“Enjoying your picnic Twilight dear?” asked Twilight’s father.

“How did you just suddenly appear as if out of nowhere?” asked Twilight confused.

“Anything can happen when you’re dreaming Twiley!” said Shining Armor with a smile.

“I’m dreaming?” asked Twilight confused and then she saw them disappearing.

Twilight then woke up in a four poster bed which except for the pillow, quilt and mattress seemed to be made of rocks and she was in a room in what seemed like a strangely brightly lit cave. She was a figure walked out of the room, apparently the one who brought him here.

“Wait!” called out Twilight rushing out of the bed after him, wanting to thank whoever it was who saved her from those creatures.

Twilight managed to catch up to and stood on his cloak dragging it off. The figure then faced her. He was a little taller than her, his fur was black, his mane was dark green, his eyes were dark green, he had wings and a horn meaning he was an allicorn and his cutie mark was a dark green shape which was too odd to describe.

Looking fearful Twilight asked “did you bring me here?”

The allicorn chuckled and with a smile he said “oh dear where are my manners, what kind of host am I? Yes I did I saw you about to be killed by the Dawnstalkers and I decided to help out.”

“Dawnstalkers?” asked Twilight.

“Yes Dawnstalkers” said the allicorn “nocturnal creatures that like to roam the forest at night looking for their next meals!”

“Who are you anyway?” asked Twilight.

“My name is Thorn” said the allicorn “may I ask who you are?”

“Twilight Sparkle faithful student to Princess Celestia” Twilight said introducing herself, Thorn cringing a little when she mention the princess.

“Twilight Sparkle?” asked Thorn “what a beautiful name, fitting for a beautiful mare like yourself!”

“This cave is nice, don’t get me wrong but why do you live here?” asked Twilight perplex blushing a little from Thorn's comment.

Thorn sighed and said “I actually really don’t have much of a choice but to stay here!”

“Why not?” asked Twilight confused.

“Long ago I had been banished to this very cave” said Thorn “but I have used my magic to make it more homely!”

“Banished?” asked Twilight surprised.

“Yes” said Thorn nodding “want me to explain why?”

Twilight nodded enthusiastically. Thorn sighed and began his tale.... Next Chapter: Chapter 3 Estimated time remaining: 6 Minutes