Author's Notes:

Big thanks to this chapter's Stars:

Tenth
TheCrimsonFlash
Sipioc

You guys are the best!

What the fuck?! What the fuck?! What the fuck?! What the fuck?! What the fuck?! What the fuck?! What the fuck?!

The sadly oft-repeated question continued to play through Matthias’s mind, over and over again like a never-ending Crunchyroll ad loop as he shuffled his way back to his room. Doing his best not to lose himself amidst Canterlot Castle’s many winding corridors, while simultaneously trying not to undo all the hard work and effort Luna had put into settling him down for the evening.

But now that he no longer had any friends or work to distract himself with, what with Luna having whisked herself away to go and meet with her Captain of the Guard some ten minutes prior. Matthias was left with nothing but the contents of that can of worms he had just opened with the Princess of the Night and, to a lesser extent, just what in the unholy fuck was she thinking.

You see after Luna had helped settle Matthias’s brief bout of audio-induced panic, the two friends had decided that they’d had just about enough excitement for one evening, and chose to spend the rest of their time together simply huddled up close to one another. Having wrapped themselves in the blanket they’d been sitting on for a little extra warmth, they did their best to try and finish what remained of Matthias’s cake, all the while gabbing about whatever errant thoughts would wander across their minds as the night carried on.

And even though what they talked about bore little to no importance in regards to topic, and the subject matter held little to no weight; this non-stop flow of thoughts and feelings gave Matthias plenty of time to just sit back and decompress, allowing any lingering fears or worries that had stuck around from his previous attack to be temporarily brushed aside as he tried keeping up with all the shifts and changes in topic Luna brought up.

But as the time for the debrief with Starry and her division commanders rolled around, a familiar dread began to crawl its way across Luna’s skin, as she started to notice Matthias’s speech beginning to slur, and the gaps between the questions and answers they would toss to one another becoming longer and longer. All telltale signs, signs Luna had spent many months with May coming to learn and recognize, pointing to the simple, irrefutable fact, that the human was worn the fuck out.

The poor creature hardly had the time to sleep as is, what with him having to run back and forth all day for her sister, and then having to spend the better part of each evening putting up with her own eccentricities and random bouts of insecurity. But as of late, Luna had begun to notice that with each passing panic Matthias suffered from, whether it was him drowning in an overwhelming influx of dark imaginings, or him being ripped back to the times when he was a prisoner in those damned tunnels, it seemed as if his very mind, body, and soul would be ravaged to the point of collapse. And though she hadn’t seen one as bad as this evening’s in over a month, she felt like less and less of May was left with each passing episode.

So, as much as she would have loved for Matthias to come and join her, him being her administrative aid and all, and having played a critical role in the search’s success, Luna recognized that it was time to send Matthias off to bed, so he could hopefully have a chance to rest and recover.

“May?” she asked, grabbing his attention. Steeling herself with one last bracing breath, in hopes of weathering the oncoming storm.

“Yes?”

“Go to bed.”

Matthias had to blink a few times at the directness of Luna’s opening salvo, his eyes seemingly getting heavier with each attempt:

“Wow, not even going to try and be subtle about it tonight, huh Lu?”

“Heh heh, If I may borrow your turn of phrase…"

“You may.”

“Fuck subtle, you need to get some sleep.”

“Hmmm, how about... no?” he answered with all the stubborn petulence of a foal raging at having to take a nap as he crossed his arms and gave her the cold shoulder, refusing to look her in the eye. Partly out of mock spite, but mostly because he had been finding it more and more difficult to hold himself up to meet her gaze.

“May...”

“Nu-uh,” his response both stern and resolute, in spite of his body beginning to fall forward.

“May, I’m serious.”

“Good to meet ya serious, run for your life!” He said, giving her his best 9th.

“Wait, why do you speak as if you’re from the Northern Mountains?” she asked, a few standouts amongst her thestral guards coming to mind.

“Heheheh, a lot of universes have a North,” he chortled, before breaking down in a fit of manic giggles as he saw her shadow tilt its head in confusion.

But as much as she would have liked to continue pressing him for more details on this particular development, she quickly realized such a line of questioning would be playing into May’s favor. As it would only succeed in keeping him awake and by her side, instead of in his bed. So, she shook those thoughts from her head and got back to the task at hand:

“May, please, thou hast performed thy duties most admirably this evening, but ‘tis time for me to review the efficacy of my commanders, and it will be quite difficult to accomplish this if I must roust you from sleep every other minute,” she said while snapping her fingers a few times, hoping to bring his drooping eyes back up to hers.

“And won’t it be just as difficult to evaluate those commanders without somebody there to help cross-reference each division’s deployment rate, squad distribution, and individual troop performance?” Matthias mumbled out, unable to lift his head to face her but still able to throw in his two bits.

Now it was Luna’s turn to blink and stare, not expecting such a lucid, if not sound, answer from the human, given he was currently talking to the ground and drooling into the collar of his shirt.

With a bit of finagling on his part, Matthias was able to prop a leg up from beneath the blanket, using the new found purchase to lay his arms down and form a makeshift pillow to rest his head against, sitting himself up some in the process.

Now that he had returned to some semblance of being upright, Luna could see that despite his weary visage, Matthias’s gleaming green eyes were still as bright and lively as they’d been for the past few hours or so, albeit with bags beneath them big enough to carry hers and Tia’s collective paperwork for the next few weeks, and that his lips were now curled into what he liked to call a “shit eating grin,” at having caught her off guard.

So that’s how we’re going to play it tonight? Luna thought as she pieced together how he planned to try and convince her to let him stick around.

Sadly, they’d been in this position more times than Luna could count; Matthias’s body ready to give out as his mind clung desperately to wakefulness, while Luna fought tooth and nail to try and get the poor bastard to shut his eyes for more than hour at a time. And while he could rarely defend his physical competency most nights, it was trying to convince him that his mind was shot that had become the end all of their nightly bouts. So, seeing as his head had nearly slumped back into his crotch by this point, Luna figured Matthias would once again try and make a case for him still being there mentally, and began pulling together a list of facts and figures to try and trip the ragged human up and convince him otherwise:

“Alright then Sir Smarty Pantaloons,” she said, throwing down the gauntlet, “tell me when the next waxing gibbous is scheduled to begin?”

“Three weeks from Saturday, so the Moon’ll be full for the Masquerade the week after,” he said, choking back some laughs at Luna trying to use modern slang.

“And what of the True Gibbous?”

“Trick question. You can make the moon do whatever you want, except when Mini and Momma need to come out, but if you want to get technical about it... ”

“I do.”

“Then it’d be at midnight between Friday and Saturday of next week.”

“Speaking of which, w-would you be willing to…?”

“You needn’t even ask,” he said with a firm grip of her hand.

“Thank you,” she said as her cheeks colored slightly.

“You’re welcome.”

“What are Griffonstone’s chief exports?” she asked quickly, hoping to catch him off guard.

“Gold and textiles,” he answered without missing a beat. “And before you ask, their main imports are grains and preserves.”

“Why?”

“Because barren mountainscapes and no direct train routes aren’t really conducive to growing and transporting crops,” he said doing his best to shrug, but barely managing to twitch slightly, “What else ya got?”

“Who were the three ponies credited for lighting the first hearth?”

“I’m going to assume you’re talking about Hearthswarming and the cuddly Wendigos because I doubt even you and Tia are old enough to have-”

*Whack*

“Yes, I am referring to the first Hearthswarming,” she said, cutting off his jab with a tender dusting to the back of his head, “though I wouldn’t exactly categorize Wendigos as cuddly.”

“You would if you knew anything about the Wendigos from where I’m from,” he answered sleepily, too tired to even register her swatting him upside the head, “but for the sake of proving my point, it was Clover, Smart, and Pansy.”

“What tribes did they each represent?”

“Clover was a Clever unicorn, but there was an earth pony who was Smart as a Cookie too, and let’s not forget our proud, but Private, Pansy pegasus,” he wearily sing-songed.

Luna let out a frustrated groan as she realized this route was getting her nowhere; fearing Matthias might simply be using her test as a means of stringing her along to avoid getting the sleep he so desperately needed. But a quick once-over of her friend revealed that despite his best efforts to hold himself together, he was fading in and out of consciousness at an alarming rate, seemingly blinking out of existence every other second, and terrifying the Princess to no end.

Recognizing that words and reason weren't going to work, she decided to switch tactics, and went to work on his weary body instead:

“Please May, look at yourself. You need to get some rest,” Luna cooed while scooting back over to him, donning the motherly visage she oft times saw her sister wear in hopes of soothing her high-strung human. “I’ve seen how drained you get after just one of your attacks, and here you are having suffered three in nearly as many hours.”

“Three and a half,” he barely mumbled out.

“All the more reason you should settle in for the night,” she said while running her hand up and down his back in a circular motion, her soft fingers teasing at the fringe of his collar and the nape of his neck. “You’ve been through a lot this evening, and you need some time to relieve those weary nerves of yours.”

Matthias let out a disgruntled *huff* but didn’t try to pull away from Luna’s comforting touch. If anything, he leaned further into it, to which Luna pulled herself even closer and rested her head atop his.

Matthias felt Luna beginning to rock him back and forth slightly, making the already the daunting task of staying awake a harder and harder prospect, as Luna’s soft words and gentle touches began to unwind his knotted up nerves, the warmth of her body making the blanket almost unnecessary.

And for the briefest of moments, he felt like giving in. To just throw caution to the wind and hit the hay. But dammit it was warm here, and safe, and all he could look forward to back in his room was some foul tasting Zebrican brew and an empty bed, so he shook some sense back into himself and launched his own counter-offensive:

“Seriously Lu, I’m alright. I’ve worked with less sleep,” he said, stifling his fourth yawn in as many minutes, “I’ve gotta couple bags of Cimarronan Black in my case that'll get me off my sorry ass in no time.”

“Arrrgh, I care little for the state of thine ass May,” Luna said with a tired sigh, and a bit of a pout at her loss of ground, her odd wording pulling some tired chuckles from the rundown human, “‘tis the welfare of the hamster that concerns me.”

“What hamster?”

“The one you claim keeps that insufferable mind of yours turning. The poor dear must be running on fumes by now,” she answered playfully as she moved her hand up to run her fingers through his rusty red hair before pressing her lips against his ear, “Make him blink twice if you're alright in there.”

It took some effort for Matthias to formulate an effective rebuttal, as his fallback response of eye roll and sass got cut off mid-rotation from the feeling of Luna’s hot breath breaking against his skin, her sudden intimacy sending shivers running up and down his spine in waves of warm, electric heat. But having spent the better part of seven months getting to learn all of Luna’s little tics and tricks, Matthias had amassed a veritable arsenal full of nicknames and weak spots he could exploit and use to his advantage.

Feeling it would be appropriate given their current proximities, he decided to go with the old Hammurabi Special to help even things out:

An ear for an ear.

Luna shrieked as a blast of cold breath blew straight into her ear, causing the big blue appendage to flap about uncontrollably as it tried to escape the bursts of prickly pleasure coursing through her skull. However, given their current positioning, and as entangled in each other as they already were, all it could really manage to do was flop about on the side of Matthias’s head, allowing him unfettered access to continue his assault.

But Luna hadn't spent the last several months just figuring out Matthias’s “I’m tired and I need to go to bed” tells. No, she’d learned and cataloged just as many of his exploits, soft spots, and triggers as Matthias had hers, all to aid her in her nightly quest to try and see the colors on his face even out.

So during a brief lull in his counter-attack, Luna reached beneath the blanket and pushed a knuckle into Matthias’s side, right below his ribs, and began twisting, garnering a rather undignified and high-pitched yelp from the human, which devolved into a fit of uncontrollable giggles as Luna pressed her newfound advantage.

However, Luna seemed to have forgotten that Matthias was still pressed up against her, so all those yelps and giggles blew straight into Luna’s ear, sending even more shocks of silvery pleasure straight into her brain. Realizing she done goofed, Luna desperately tried to break away from Matthias, but her reprisal had the unforeseen consequence of locking up half the muscles along Matthias’s left side, causing his arms to tighten around Luna, and forcing more of his mouth into her ear as he continued to laugh uncontrollably. This, in turn, forced her knuckle to twist about more and more into his side, which forced more and more laughter into Luna’s ear, which forced her knuckle more and more into Matthias’s side, which forced more and more laughter into Luna’s ear, which forced her knuckle...

“Hmmmmmmmm”

A strange hum woke Matthias from his slight slumber. He wasn’t sure how long he’d been passed out for, but it couldn’t have been for too long, since he hadn’t had any dreams, and his sides were still sore from his earlier fits of laughter. But he had been out long enough for him to actually want to keep his eyes closed, finding the tinsel-like lights swimming across his eyes annoying, and the swirling black behind his eyelids inviting for the first time in forever. Not to mention the pillow he was laying against was incredibly warm and comforting, much softer than the ones back in his room, and with what he felt was the perfect amount of give and firmness as he nuzzled further into it.

“Heh heh heh…”

Hold on, since when did we start bringing pillows out here? He thought as his mind once again found some purchase. We’ve never needed anything more than the blanket, and Luna’s never let me rest anywhere outside of my room unless she’s with me… Come to think of it, where’d Lu run off to? Last I checked we had another hour. Did she go to set up for the debrief? Must be after 2:30 then, she likes to get there at least a half hour beforehand. Heh, must’ve gotten tired of me whinging like a goddamn dog and left me behind. Can’t really blame her. There's only so much bitching a person can take before they give up and I’m not exactly worth all the tr-

Matthias hadn’t realized he’d been shaking, at least, not until a pair of silken hands began caressing the back of his head, making him freeze up completely as their tender motions continued to travel further south, tickling across his neck and moving across his broad shoulders:

“Shh... shhhh… ‘tis alright my little human, shhh...” spoke a voice softer than a moth’s wings, followed by something even softer pressing against the top of his head:

*Mwah*

The strange sound and softness were accompanied by a deep inhale, causing the pillow his head rested against to expand and press further into him.

Now, Matthias would readily admit to being a bit of a flake. Whenever he heard somepony say anything that remotely sounded like lyrics from back home, he’d start singing immediately, and he always had the similarities and differences between at least four pieces of parallel Equestrian and Earthen literature running through his head at any given moment. But this lack of mental cohesion was by no means proof that he was an unintelligent man, so it didn’t take him long to put three and three together and figure out just where exactly Luna had disappeared to.

Tilting his head up a little, garnering some more chuckles from the disembodied mare, Matthias was able to spy Luna smiling down at him, a smoky, dreamlike twinkle glowing in those bright blue eyes of hers. He guessed that at some point between their tickle fight and him waking up, that they must have toppled over one another, with Luna now lying beneath him, serving as a cushion against the cold, hard ground, while Matthias now rested his head against her chest, a strange inverse of their typical cuddling stations.

Realizing what exactly he’d been nuzzling into so feverishly, his face flushed something fierce, while the rest of his body lit up from a sudden surge of adrenaline flooding his system:

“Oh, shit! Sorry Lu,” he stammered out, trying to put some distance between him and his friend, only for Luna to pull him back down and bury his face into her neck:

“Hmmmm, don’t be,” she purred sleepily, nuzzling the top of his head while lacing her fingers behind his back, her tone and motions somehow making Matthias blush even harder.

“Oh… uh okay,” he lamely said, letting Luna settle him back down atop her slender frame, that brief boost of adrenaline fizzling out completely as he nestled back into her.

And for a second he started to question why she was okay with letting a charbroiled spaz like him get so close to her. If she was really alright with him being this intimate with her? But those thoughts were whited out completely when Luna loosened her grip on him and began gently massaging up and down his back and shoulders, his mind uncoiling along with his returning tenseness. Not wanting to leave her out in the cold, Matthias decided to go with a safer form of expressing his affection for the mare beneath him than what he’d been unintentionally lavishing her with before, by nuzzling his cheek into the crook of her neck, eliciting another contented purr out of the princess.

“How long was I out,” he asked, curious as to their current timeframe, and wondering how much more time he could milk out of Luna before he crossed that ever so delicate threshold separating endearing from annoying.

“Ten minutes, give or take,” she said as she continued to trace senseless patterns and figures across his back.

Matthias relaxed some more into her, knowing he had at least another twenty minutes of peace with his friend before he’d acquiesce and make his way off to his room. Hoping to reciprocate even a little bit of that peace and security back onto her, he reached a hand over and began dragging his fingers lightly along her velvety blue arm, parting her coat’s felt like fur with his nails, and earning a satisfied sigh from Luna:

“Hmmmm, I don’t think I’ve ever seen you sleep before,” she hummed out, relishing in the feel of his hairless skin rubbing across her neck, and the comfortable tingles that shot across her skin each time he raked his nails along her arm.

“Heh, not gonna count that time you sat on my balcony for three hours watching me huh?” he asked, stifling a laugh as he felt the skin he was nuzzling against heat up drastically, and her grip on him tighten.

“Y-you weren’t asleep, and you’d had a bad night, and I was worried about you,” she blurted out quickly, a slight tremble racking her body as she wrapped her tail and wings around him, “We… I was afraid you were going to do something terrible.”

This took Matthias completely by surprise. That had been the day a pony, having come to see Celestia about some minor triviality or another, had screamed in open terror of him, right in the middle of Day Court, and Celestia had asked him to leave if they were ever going to calm the poor mare down. Oh sure, he understood completely why he had to go, but he couldn’t help but feel hurt at Celestia dismissing him as if he was the problem, and for the rest of the day he couldn't help but wonder if she really wanted him around or if she just tolerated him, even after spending several months working alongside her as both a co-worker and a friend. This had then lead to a series of micro-breakdowns throughout the rest of his shift, and one massive shit storm come sundown that Luna had had to help him through.

“Wow...Um, thanks,” he said with slight awe, unable to find the proper words to match her dedication, so he settled for just hugging her that much tighter, nuzzling that spot along her neck she seemed to be enjoying so much.

“Anytime my friend, anytime,” she cooed, loving all the attention her neck was receiving almost as much as having caught him off guard for once.

“Sorry you had to waste a night on me like that,” he lamented, his larger frame seemingly shrinking against hers.

“You’re worth it,” she declared resolutely, only for her to gasp slightly as Matthias started crushing her against him, the cheek pressed against her throat blaring with a searing heat, while a slight dampness began to spread across her fur.

But before she could ask him what was wrong, he eased off some, and resumed his previous affections, tickling her with the intensity of his movements.

“How’d you know I wasn’t asleep?”

“Heheheh, everypony’s mind leaves an imprint on the Dream Plains once they’ve crossed into my realm,” she spoke softly, tousling his hair in a parental way. “Even ones as warped and full of holes as yours.”

“Yeah, yeah, laugh it up fuzzball,” he tiredly spoke as he blew a raspberry right at her collarbone, causing Luna to squirm about and squeal beneath him for a second, before he started up his nuzzling once again, settling the mare back down.

“So I take it you couldn’t find me in this Dream Realm place?” he questioned, curious about the logistics of a literal dreamworld

“You are correct,” she said, shaking her head while it rested atop his. “Most nights you seem to be absent from my domain, but when you are present, well, you’re not all there exactly.”

“I coulda told you that Lu,” he said with a bemused smile.

“No, no, not like that. I mean, whenever you do enter the Dream Plains, it seems as though the dreamscape you create does not settle properly.”

“How so?”

“It’s hard to describe, but it’s as if the pressure, the imprint, from your dreams, does not fully coalesce within the Plains. Leaving only a fuzzy pocket where your dreamscape would normally rest.”

Matthias tried following along as best he could, but all this was on an entirely different metaphysical level than he was used to, especially considering he was still coming to grips with the everyday practical magic all around him. However, he did see how much this was vexing Luna, and tried to offer what little insight he could:

“Might be I’m just a light sleeper,” he suggested.

“No, if thou truly hadn't entered dream-sleep, then a dreamscape wouldn’t form in the first place.”

“Well, you know how well me and magic get along. Maybe this dream voodoo just can't touch me.”

“Perhaps, but if it were truly the case that the arcane holds no sway over you, then how is it you appear, even partially, in a simulacrum formed entirely of magic.”

That got Matthias reeling. When he first got to Equestria, the most magic would do to him was blow across his skin like a warm mist sprayed from those fan bottles soccer moms carry around to cool off between cheering for their kids and cussing out the refs. Even now, after 8 months of intense observation and study, the best Twilight could muster was knocking him back on his heels a bit, but only after putting every jewel of power she had into a spell. However, now it looked like he was unintentionally interacting with some kind of omnipresent, subconscious plane of pure magical energies that the ponies were connected to, albeit in the fuzziest definition of the word.

“So… so you're saying magic is actually doing something to me?”

“Mhmm,” she nodded atop him, giggling a bit as his hair tickled her beneath her chin, “though it's more of an interaction than something affecting you.”

“Is… is there anything I should be looking out for?” he asked, his mind racing as a cavalcade of Twilight’s mystical mishaps with him began playing through his mind but without the benefit of his resistance there to protect him this time around.

Sensing that the hamster in his skull was bordering on the edge of a stroke, Luna pressed him harder against her, increasing the pressure of her fingers as they trailed across his shoulders while wrapping her leg over his, seemingly trying to embrace him with every part of her body:

“Easy May, easy. Just take a deep breath, there’s no cause for concern. The Plains’ energies are ambient at best, and rarely, if ever, do they leak into the waking world. Yes, there do exist some manner of phage and beast that stalk about various astral planes, feeding on the psychic residue of dreamers and those of a sensitive disposition, however, you need not concern yourself with them. You are not yet attuned enough to the Dream Plains to warrant their attention, and even if somehow you had, ‘twould be my duty to protect you, even if it should cost me mine life.”

Matthias relaxed more and more as he kept listening to Luna’s little lecture, her candidness and matter of fact demeanor putting his wild mind at ease. And though he was a bit put off by the thought of psychic predators and parasites, he appreciated that Luna wasn’t bullshitting him just to make him feel better, which made him trust her latter assertion all the more.

“Thanks, Lu.”

“Anytime.”

“Still gonna hit up that alchemist for more Sopor Spores just to be safe.”

“Arrgh, please tell me you’re still not drinking that slop?!” she asked, not even trying to hide her disgust or contempt.

“Hey, you all wanted me to get some more sleep, so Twilight and her zebra friend helped me find something that’ll knock me right the fuck out.”

“Exactly! It knocks you unconscious, that’s not the same as sleeping. Sure it gives your body time to rest, but it leaves your mind in the same state as when you swallowed the swill.”

“So, run down, frayed at the edges, and ready to ignite at the slightest source of friction? Yep, sounds like Tuesday to me.”

“Don’t joke about this May!” Luna said with an irritated snort, righting herself and pulling Matthias up into a sitting position so they could properly discuss this. “When we sleep, it allows our subconscious minds time to process and absorb what the conscious mind has endured, helping us to alleviate our burdens come waking. If all you’ve been doing is mending your body and not your mind, then it’s a wonder you haven’t snapped completely by this point.”

“Heh, been there, done that. Trust me, it's not as exciting as it sounds.”

“May…”

“I mean, after a few weeks of slobbering about and howling at the moon, the whole wild man at the edge of the fields bit becomes rather tedious. Strike out early, catch some flies, feed em to the spiders you got tucked under your bed, then you gotta find some robins to feed the spiders to, and trust me, catching robins without a horn, or wings, or a pneumatic net launcher is a right pain in the ass. And then you gotta stuff all those birds into one cat…”

“May?”

“But being broken isn’t all bad,” he said, starting to tremble, “all you gotta do is eat, sleep, and move when the dogs start barking. No time for fear, no time hate, just gotta dig dig dig dig dig dig dig from early morn till night, gotta dig dig dig dig dig dig dig up everything in sight…”

“May!”

“No!” he snapped, shocking the Princess of the Night before she could press any further. “No… P-please I know it’s asking a lot, b-but please, I- I can't... don’t… don't make me go back there,” he begged as he curled up in a ball, wrapping his arms around his head and wrenching his eyes shut.

“What are you tal-...Oh... Oh horsefeathers, I’m sorry May!” she cried out, apologizing as quickly as she could, grabbing Matthias and pressing him into her once again, finally realizing why he’d been fighting so hard.

Once she had him secured in her arms and wings, Luna began rocking him back and forth, starting up the little lullaby that always seemed to put him at ease, hoping to quash this latest attack before things got too far out of hand.

Dammit, dammit, dammit! Why do you always have to push so bucking much?! She bawled internally, lashing herself again and again for driving her friend to such a state.

It took a little time, but eventually, her gentle motions, soft singing, and quiet reassurances finally uncurled Matthias from the almost fetal-like position he had assumed, allowing him to take deeper and deeper breaths to further help even him out:

“And there’s four and a half,” he groaned, letting out a ragged sigh that wracked his entire body.

“May please, We’re so-... I mean, I’m so sorry,” she cried, tears spilling out the corner of her eyes unbidden while her ears flattened against her skull.

Now if there was one thing that would shock Matthias back to baseline, it was seeing one of his friends crying or upset. The princesses of Equestria had literally done everything in their power to try and make his stay in their kingdom comfortable, if Luna changing the night sky for his own enjoyment earlier was any indication of their dedication. So, once Matthias felt he had gotten back around to being sound of mind, well… as close to sound of mind as possible for him, he swore that he wouldn’t squander the friendship of the princesses who had done so much to help him and do anything he could, with what little power he had, to make them smile.

Feeling like the complete and utter heel that he was for upsetting Luna with his bullshit yet again, Matthias instantly moved to fix his mistake, cupping her cheeks in his hands and using his thumbs to wipe away the tears running rivulets through the thin coat on her face. Once he was sure he had cut off the waterworks and halted her own shaking, he brought his face up to hers, rubbing his nose against the tip of her muzzle before nuzzling up against her cheek, in what had become their favorite display of affection towards one another.

Luna drew in a sharp breath at his actions, her wings stiffening against his back as fresh tears began to spill across hers and Matthias’s faces, warm tears full of relief and joy at not having hurt her friend so much that she had pushed him away. She began furiously returning his affections, nuzzling his face with equal vigor, while holding onto him that much tighter:

“I’m sorry, I’m sorry…”

“Hey, hey, it’s not your fault I’m such a goddam flake.”

“But it’s not yours either!” she yelled, not quite willing to accept his forgiveness. But before she could continue with her self-directed lambasting, Matthias began combing his hand through her mane, causing Luna’s body to tense, then relax suddenly as his fingers scratched along her scalp.

“Thank you,” he spoke softly as he planted a kiss atop her head, chuckling a bit as the stars blowing in her hair tickled his nose.

It was more than Luna could take. Here he was having been pushed to the brink by her needless wheedling, and instead of being angry or afraid of her, he was soothing her and trying to put her at ease. She wanted to cry again, drop to the ground and thank the Maker for blessing her with such a friend, even though she wasn’t worth it. But she shook those thoughts away. She had learned the hard way what harm needless guilt and self-depreciation could wreak upon herself and those she cared for. So in order not to worry Matthias any further, she chose to just sit there and let him keep caressing her, allowing their hearts and spirits to align once again beneath her Moon’s gentle glow.

“How long have the nightmares plagued thee?” she asked after several minutes basking in the quiet warmth of his embrace.

“Since those ponies got dragged into the hole with me, and I started getting treated like a human again.”

“Why didn’t you tell me?”

“What could you have done?”

“I would have warded you against the terrors! I would have struck straight and true at the heart of thy phantoms! I… I would have…

“Driven yourself crazy trying to help me with a problem you couldn't solve,” he sighed dejectedly.

The fur on the back of Luna’s neck began to bristle at Matthias’s lack of faith in her, but she quickly realized that he wasn't calling her dedication or abilities into doubt, but rather making well known the fact that his own aversion to magic would hinder her completely.

“Dammit all,” was all she could manage to choke out before her vexation locked her up completely, fury and frustration causing her body to shake, which Matthias set about fixing with his continued petting and reassurances:

“Hey it's okay, it's okay. You, Tia, Twi, you've all done more than enough to help me keep my shit together. And if all else fails, the spores are good four out of five nights, so it's nothing worth getting your fur standing up over.”

“Yes it is,” she said stubbornly, loosening up a bit before mimicking Matthias’s motions back onto him, her fingers brushing against the ridges of his spine as she started caressing him in turn.

And Matthias nearly blacked out on the spot, as the softness of Luna’s tender touches and the toll from his latest episode caught up with him in one fell swoop. He slumped forward, his head hanging over Luna’s shoulder while his arms fell uselessly to his sides. Each breath he took flooded his lungs with Luna’s scent, an odd assortment of blossoms and petrichor that always brought him back to the times he and his cousins used to run around like crazed lunatics in their grandma’s backyard during hot summer storms, tempting fate each time they hid beneath the old pear tree as they played whatever madcap game they’d cobbled together that afternoon.

“You still with me May?”

He couldn't speak. The effort needed to think up words and talk proving too much for his torn up psyche to handle, so he settled for just nodding his affirmation.

“Would you like us to lie you down?”

Matthias nodded again, barely registering Luna as she pulled him back down onto her.

Gentle fingers running through his hair roused him a few minutes later, now finding his head lying in her lap and the blanket they’d been sharing wrapped around him snuggly:

“Heheh, you know, for one so repulsed by the idea of dormancy, thou surely seem to have no qualms with using us as thy pillow this evening,” she joked softly, enjoying the sight of her fidgety friend so relaxed and still, and hoping to get at least one last blush out of him before they parted ways for the evening.

But no color came to his face, nor did any stutter or stammer leave his lips.

Believing he had fallen asleep again, Luna once more sought to try and find him in the Dream Plains, but a whisper on the wind cut off the old rite mid-charge, bringing her focus back down to Matthias:

“...afe”

“Pardon?”

“Safe with you... You… you make the bad thoughts go away… I don't need to be afraid… Thank you.”

Matthias opened his eyes, and Luna was gone, her starry mane and burning blue eyes having faded into the darkness above him. But strangely, he knew she hadn't left him. Beneath her flowing gown, he could still feel the soft, corded muscles of her thighs cushioning him, and could hear a barely audible whimper floating down from up above him. Then all at once, he found her eyes glowing back down at him, magic and unshed tears causing them to shine against her sky. Slowly but surely the rest of Luna began to emerge, the color of her coat beginning to even out as Matthias realized she’d been blushing hard enough to have blended in perfectly against the backdrop of her evening.

“Y-you're welcome,” she choked out as her hand came down to palm his left cheek, her thumb tracing along the grooves gouged out by his scars.

“Heh… For the wonderful world you know,” he quietly sang, letting Luna take her turn pampering him.

Was it emasculating? Most assuredly. Did Matthias give a single shit? Absolutely not. Because after fifteen minutes of amelioration, Matthias felt he had virtually shaken off his attack, and believed he could make it back to his room without suffering another blowout.

“Art thou settled?” She asked once she felt him beginning to stir, “Is there anything else we can do for thee?

“Not unless you want to spend the night with me,” he spoke without thinking, too far gone to care about how what he said could be misinterpreted.

“Yes.”

“Come again?” he asked her, unsure if he had reached the semi-lucid hallucinating stage of his sleep deprivation.

“Yes, we will sleep with thee,” she affirmed, giggling as she got that blush she had been hoping for.

“Why?” he questioned, simultaneously hoping and dreading what she was getting at.

“Heheh, I know you may find it hard to believe May, but We do enjoy spending time with you, and would not be opposed to spending even more with thee. And seeing thee so willing to rest alongside us this evening has given us inspiration for how We may absolve thee of thy repulsion towards sleep.”

“Has it now?”

“Y-yes,” she said with a slight stammer, a blush beginning to creep along her cheeks once again, “I-If you would allow us, We could offer our presence to thee when thou hast made ready for bed. From what We have just seen and felt, thou art truly resting thy mind with us, and We feel thy residency in the Dream Plains growing clearer. With us by your side, We believe We can give thee the peace thou needeth from the night, especially after all you have suffered this evening.”

He deflated some at her explanation but found himself relaxing just as much at the prospect. She was right after all. She always seemed to know how to soothe him when he went too far off either end of the Manic Depressive spectrum, and given how many times he’d broken down tonight, he was going to need all the help he could get if he was going function at all tomorrow.

“Not… not to mention the night offers certain amenities best reserved for one's bedchambers.”

Did… did she just?

He looked up at Luna, expecting to see her trying her damnedest to hold back another round of giggles as his blush came back in full force. But to his surprise, he found her staring back down at him, her own blush dyeing her coat near black, and her eyes quivering with an odd mix of trepidation and anticipation.

“But… but don't you have to meet with Starry?” he wondered, letting the left half of his brain take over, while the right half kindly asked him to ‘shut the fuck up’ and say ‘yes.’

“Oh, that shouldn't take more than an hour or two, and when we are finished, we shall join thee in thy bed,” she answered as if it were the most obvious thing in the world, resuming her previous petting.

“How are you gonna get into my room?”

“I’d hope you would let me in. But if you can't hold on until I get there, We can always use the key you gave us or the balcony entrance,” she explained with a ruffle of her wings.

“W-What about Tia? Isn't she gonna be worried if you're not there to lower the moon with her?”

“You needn't concern yourself with sister dear. We shall tarry towards Tia in her dreams and enlighten her about our absence. As well as inform her of your late arrival tomorrow.”

“Blueponysayswhatnow?”

“What now. And yes, you will not be going into work anytime before noon. If thou art to recover adequately, it will require thee to get more than just five hours of sleep."

“There’s… no way I'm getting out of this, is there?”

“Well would you look at that, he can be taught.”

“Uggghh… fine,” he acquiesced begrudgingly, unsure what exactly he'd just gotten himself into, but the way Luna brightened at his response left him with little to no fucks to give.

“Hee hee hee… oh, splendid! ‘tis been an absolute age since we've had a proper slumber party!”

“What about the Tant…”

“Without the need to hunt down somepony’s misguided attempts at self-reflection,” she said cutting him off quickly.

“Nice save.”

“Thank you. Now, ‘tis time for us to convene with Starry. Do you think you'll be able to make it back to your room without giving poor Feather Duster another heart attack?”

“I still don't see what the big deal was. It was a room lined with wall to wall comforters and pillows. Seemed as good a place to crash as any at the time.”

“It was a linen closet, May,” she chuckled softly, remembering how Tia painted the scene one morning of the poor maid barreling through the dining hall, ranting and raving about how Matthias was molting or some such nonsense in one of the storage rooms. Oh, how she would have loved to have been there to see the looks on half a dozen guards’ faces as they kicked the door down, expecting the third coming of Discord, only to find the human passed out amidst a shoddily constructed fort made out of bed sheets and pillows.

“That still doesn't make what I said any less true.”

“Nor does it answer my question.”

“Alright, alright,” he acquiesced, shifting about so he could hike a knee up from his supine position, and swing his right arm across his chest, “I, Matthias Martin, being of sound mind, and under no coercion or duress, hereby declare that I shall make it to my room under my own power, and not intentionally give any fellow castle staff a coronary."

“Good. Now this is important May, so listen closely. Promise me that when you get to your room you will not drink that damnable draught of yours.”

Matthias said nothing as he let Luna finish what she had to say, but the slight shiver tickling her thighs, and the soft whine escaping his lips, told Luna all she needed to know about how he felt when it came that particular request.

“I know, I know, but if we are to test my theory then you'll need to know We are with you when you cross over into sleep. Plus, it won't be nearly as fun falling asleep next to you if you've already gotten a head start on us.”

That seemed to appease him some, however, his eyes still held a healthy amount of skepticism, wanting to trust Luna but not quite able to shake off his dread completely. It stung Luna a bit that Matthias couldn't put all his faith in her, but once she considered what he had experienced while lost beneath the ground, she was willing to let it slide.

However, if she was going to force Matthias to go through with this, she wanted him to do so without any doubts plaguing him. So she bent forward, wanting to bring her face down to his, but given he was still lying in her lap, she couldn't quite angle herself for a proper nuzzle, and only succeeded in dislodging her human slightly.

A devilish thought struck her, however, when Matthias turned himself up to see what was bothering her, leveling his face right beneath her’s and leaving his lips quite exposed:

“You all right up th-MMMF!?”

Matthias’s concerns were snuffed out when Luna planted two of her fingers firmly over his lips, but only after she had given them a clear and obvious kiss for him to see. Aside from shutting him up completely, this little display of hers just about cut off the flow of blood going to his head, as it turned tail and made a beeline southward, forcing Matthias to shift his legs some in order to keep decent.

“I'm fine, friend May, I'm fine. And please know that you shall be fine as well,” she assured him, removing her fingers from his lips so she could begin tracing the indents marring the left of his face again. “Listen, We… I... cannot rightly say that what we attempt tonight will alleviate what haunts thee, nor can I say how this venture may impact us moving forward. But what I can say is that I want this. Blessed Harmony how I want this. To walk with thee hand in hand through our dreams, to share with thee all facets of myself and domain, to finally meet you as We truly are.”

All around him the night seemed to echo its Princess’s aspirations; the Moon, the stars, even the Pillars she had gifted Matthias all appearing to burn brighter with each hope Luna laid bare before him.

“But I assure you that I would never ask this of thee if you also didn't want the same. Would not push you into this if thou weren't certain. So please, only take this step if it is truly thy desire, and not just to grant some foolish old mare her silly dream.”

Matthias probably heard about half of Luna’s spiel as he tried willing his heart rate down to manageable levels, running through his dad’s half of the family tree hoping he hadn't inherited their tension induced catatonia. But he picked up the general gist of what she was saying, and whether it was the slow trickle of blood flowing back to his brain, the idea of him being able to go to bed without having to gargle powdered mushrooms each night, or even the little fires Luna was unintentionally sparking with her misuse of, ‘walking hand in hand,’ and, ‘sharing herself,’ he figured the risk of waking up screaming his throat bloody would be worth it if Luna truly believed this would help him.

Pulling himself up to his feet, he threw his arms back in a full body stretch before offering his hand to the anxious little princess:

“Well, waking up with a pretty mare by my side wouldn't be the worst way to start the day,” he said with a cheeky grin, a grin that stretched into a full, ear spanning smile at Luna’s subsequent blush and squee.

She took his hand and let him pull her up, and though Luna would normally take any excuse to hug May, she had no choice but to fall into his chest and let him support her this time as a wave of pins and needles shot through her legs, after they were finally given room to stretch after serving as a pillow for nearly twenty minutes.

“Woah, there,” he exclaimed as she nearly toppled over him, holding Luna up as she danced between hooves to try and relieve the pressure, “you okay?”

“Rrrgh… Yeah,” she grunted out as the throbbing in her legs began to even out, “Just… Just sat too long.”

“Heh heh, are you going to be able to make back alright?” he asked, turning that parental tone she'd been using with him back onto her.

Luna tried shooting him a wilting glare, but with her face still flushed as it was, it sorta lost its bite, coming off more as, “Yeah I just stepped in shit, what of it” as opposed to the, “You will never speak of this again,” she had been hoping for.

“Hey, it's like you told me earlier, outmoded vernacular, spontaneous affection, and overprotective worrying all fall within the territory of our friendship.”

Her attempts at a glare melted away as Matthias highlighted some of the more endearing quirks of their off the cuff friendship, morphing into a full-toothed grin to match his own as memories of all the laughs, tears, and hopes they'd shared between them broke against her in waves of bright burning butterflies, their fiery wings alighting each cell with an airy heat that torched her from the inside out.

Judging by the position of her charge, Luna could tell it was 2:40, plenty of time for her to make it to the Lunar Division’s Situation Room and set up for her meeting with Starry, but that damnable smile Matthias was wearing refused to let Luna end the evening with only her blushing. So she did a quick run through of the armory, trying to find some little button or soft spot she could push to give him a taste of the havoc all his patience, trust, and support were wreaking on her when an obvious thought struck her:

Huh, taste?

Luna’s smile morphed into something far more predatory as she broke away from Matthias, giving her friend a half-lidded stare that made him worry before she grabbed him by his shirt collar and kissed him.

Now, this wasn't a parental peck on the forehead to help ease him out of an attack, nor was it a tactically placed strike on his cheek to shut him up when he went off on one of his tirades. No, this was a burst of pure, unfiltered affection planted squarely on his lips, causing the human to inhale sharply as Luna pressed her body closer to his, filling his lungs with her burning breath as she let out a satisfied hum into his mouth.

But before Matthias could even register what had happened to him, she released her hold on his lips with an overly exaggerated *smack* of her own. Giving him no time to catch his breath, she dove right into his neck with some lightning quick nuzzles and licks that dragged all the way up to his ear, garnering some shudders from the shell-shocked human:

“Hee hee, sweet and salty,” she giggled drunkenly, swirling her tongue around her lips to try and savor his flavor as she continued nuzzling against his now searing skin.

Luna stepped back to admire her handiwork, marveling at how his right half had colored three shades darker than the red on his carved up left half, having never gotten such a rise out of her friend before. Though upon closer scrutiny she saw some parts of him had gotten more of a rise than others.

“Heheheh, like we said, some amenities are better reserved for the bedchambers,” she giggled, a fresh blush spreading across her face, to which Matthias finally broke out of his stupor, crossing his legs and turning away, trying to preserve what little dignity he allowed himself.

But Luna didn't seem to mind or care as she walked around to face him once again, giving Matthias no time to speak as she locked him in another warm embrace, almost deliberately pushing her hips into his:

“Now remember May it's straight to bed with you; No spores, no tea, and yes, no coffee. Just go straight to your room and make ready for bed. Do you understand?”

For the second time this evening Luna’s actions had left May speechless, albeit now because his brain was firing too fast for any words to connect to thought, so once again all he could do was nod his head.

“Good, now aside from the drink, you may do as you wish until We arrive: read, write, you may even lay down and begin to rest thyself and cross over if you feel comfortable doing so, so that We may meet thee in the Plains ahead of time.”

This prospect got Matthias shaking again, but Luna quashed those tremors almost instantly with another kiss on his lips. It didn't last nearly as long as their previous lip lock, heck, it could barely even be called a peck, but it carried just as much heat as before, and effectively shut down Matthias’s returning terrors.

Luna broke the kiss a few seconds later, closing her eyes as she rested her forehead against his, and wrapping her arms around his neck, relishing in the blazing heat burning beneath his skin.

“Thank you May, for giving me this chance,” she whispered, rubbing her nose against his before moving to nuzzle along his cheek, “Thank you, for giving us a chance.”

It took every ounce of willpower Luna had to let him go, but if she was going to make it to the meeting with enough time to prepare, she was going to have to take a more direct route than her hooves or wings would allow, and unfortunately it would require her to part with her friend. Stepping out amidst the empty garden terrace, Luna stood before her charge, spreading her arms and wings to their fullest as she began chanting, her horn beginning to glow with its trademark azure flame:

Chained to thee since days gone by,

Blessed mother of blackest sky.

To us, thy eternal will is bound,

Respond now to our voice’s sound.

Tonight with haste we must depart,

Parting from those of dearest heart.

So give us form, of air and light,

To bring us to all within thy sight.

Shed from us now, our earthly layer,

Let us be as one, that is my prayer.

Starlight and moonlight wrapped their way around the Lunar Diarch, blanketing the blue alicorn in a sheen of silver light until all that remained of her previous hues were those striking sapphire eyes of hers. Rare was the night that Luna invoked the Rite of Travel, never really finding the need for instantaneous travel to anywhere touched by moonlight, but tonight she was in a hurry, and after what she had accomplished tonight in convincing Matthias to sleep naturally, she felt like flaunting for a bit:

“See thee in thy dreams May,” she giggled, laughing at his gobsmacked expression before her last bit of blue faded away, and she became one with her moonlight.

It took an honest to god cricket track to wake Matthias from his daze, finding himself now standing alone amidst the old eroded ponies littering the fallen garden. And he was shaking, though more from mounting panic than the brisk December air seeping through his dress clothes.

He could feel it coming. The black tide that threatened to drown him each day and night, rising like a foul bile ready to wretch up all over the floor. But he had no Luna this time to calm him, whether that was a good thing or a bad thing was still up for debate, but regardless he was alone now, and had only himself and his mantra to rely on to help get him through this:

“I see whatever exists as good...”

Since when the fuck could she do that?!

“Death is to me like life, sin like holiness, wisdom like foolishness...”

Why the fuck did she kiss me?!

“This stone is a stone, it is also animal…”

What the fuck does she mean by ‘sleep with me?!’

“it is also god, it is also Buddha, I do not venerate and love it…”

What the fuck does she mean by ‘give us a chance?!’

“because it could turn into this…”

Again, why the fuck did she kiss me?!

“or that, but rather…”

What the fuck?!

“because it is already…”

What the fuck?!

"and..."

What...

"always..."

the...

"everything…”

Fuck?!