The Mayor's small Fall Fest in the park seemed to be getting off to a good start. Young fillies and colts were slowly trotting in with their parents or legal guardians and joy and laughter could be heard throughout.

Twilight looked around and saw Spike jumping around in the bounce house with Snips and Snails and Applebloom & Sweetie Belle were over at the petting zoo AJ and Fluttershy had set-up apperantly trying to get Diamond Tiara to pet a chicken. And Scootaloo was sitting by Rumble watching Rainbow Dash perform tricks. All around young fillies and colts seemed to be enjoying themselves.

"So far so good." Twilight chuckled to herself with a sigh of relief. Although soon her calm mood was interupted by a loud rumbling over in the concession stands.

"I saw you take those nuts you little thief!" The Commander growled as she stared meanicingly at young Earth pony colt she had pinned under her hoof.

"I, I was gonna pay for em, I promise! I was just going to go get the bits from my mom is all." The young colt cried.

"A likely story" Tempest sneered. Her hot breath beating down on the frightened young colt.

"What in Equestria is going on her?" Twilight asked a rather confused and paniced look on her face.

All of a sudden Tempest took her focus off the frightened Earth pony and on to Twilight. "Princess. I caught this miscriant trying to steal food from one of the concession stands." Tempest replied, saluting Twilight as the alicorn slowly trotted near.

"Is this true little one?" Twilight asked looking at the frightened foal

"Heck no!" The pony angrily replied. "I told the guy at the nut stand I didn't have any bits on me but I would go get my mom and she'd pay him. He said that was fine but then as soon as I started walking away this crazy guardsmare jumped me!" The Earth colt screamed.

"Tempest!? Is that true? What were you thinking!?" Twilight scolded.

All of a sudden Twilight noticed it, it was very subtle but there it was a change in Tempest's eyes. The anger gone replaced with a look of sorrow & remorse.

"I, I'm sorry princess." Tempest replied holding her hoof up to her head. "I acted, rashly, Jumped to conclusions, it, it won't happen again." Tempest exclaimed looking back down at the now angry Earth pony. 'I apologize little one. I should not have scared you so." She rasped.

"Yea, whatever." The angry colt replied as he dusted off his mane and trotted off in a huff. The other ponies that had witnessed the event still looking on in anger.

"You should keep that guard of yours on a leash princess, she's too dangerous to leave unsupervised." Filthy Rich scoffed.

"Yea, whats she think she's doing scaring a kid like that!" Another angry pony chimmed in. Twilight noticed the growing tension in the surrounding crowd and quickly grabbed Tempest under her wing and trotted off.

"What was that?" Twilight asked her friend in a panic. "Tempest you're a grown mare you know better then to attack a child!" Twilight yelled.

"I, I'm sorry princess. I don't know what came over me." Tempest replied, her head still throbbing.

Twilight just stared at Tempest and sighed. "Maybe its best if you just go back to the castle and rest." Twilight huffed.

"P, Please, n, no let me stay princess. I'll be good I promise." Fizzlepop cried.

Twilight looked back at her friend and saw it once more, the change in her eyes. Now she looked in and saw the eyes of a young filly begging, pleading not to be abandoned.

"Ok, fine. You can stay" Twilight sighed. "But maybe its best if you stay by me for the rest the day."

"Ok, Princess." Fizzlepop replied with a small akward smile.

"Ok, hopefully that's the end of that." Twilight thought to herself as Tempest trotted alongside.

Sadly of course as fate would have it, that would not be the end of it. As Twilight made her way through the fair to help entertain the young fillies and colts Tempest continued to be a nuisance. She shouted at a group of fillies for being too loud while Twilight was trying to read a group of school ponies a story. She got into a fight with another young colt over who the best Princess in Equestria was and then she wouldn't stop begging Twilight to give her bits so she could play the ringtoss and try to win a lifesize Saphire Shores plush. The worst of it however came when Twilight was sitting down signing autographs and she chewed out a filly and her mother for trying to get an autograph a minute late.

"The royal signing session ended at 5:00 P.M. sharp. It is now 5:01." The Commander hissed.

"Oh c'mon its just one minute for Celestia's sake!" The mother angrily replied. "She's been wanting an autograph from the princess all day!" The mother huffed pointing to the now sobbing filly.

"Well, then she should have gotten in line earlier." The Commander sneered.

"That is enough!" Twilight shouted loud enough for the entire park to hear. Everypony including Tempest now staring at her.

"I have no idea what has gotten into you Tempest, but this kind of behaviour is unacceptable!" Twilight exclaimed her eyes beaming with anger.

"P, princess." Tempest stuttered. "I, I was just trying to do my job, trying to please you." Tempest replied. Her head throbbing once more.

"Please me!? And how exactly is being rude to and scaring everypony supposed to please me!?" Twilight huffed.

"I, I don't" Tempest sputtered. "Pl, please Twilight, everything I do, I do for you." Tempest pleaded.

"Well then stop!" Twilight yelled "If you think being my guard means treating others like that, maybe I don't need a guard. Maybe I don't need you!" Twilight screeched her wings furled up in anger.

Tempest stood there frozen. An expression of pure shock on her face that quickly turned to one of deep sorrow as tears began to roll down her face. "I, i'm sorry mama!" She sobbed, her voice scratchy and high pitched.

"Mama!?" Twilight asked, a confused look upon her face.

All of a sudden Tempest's horn began to flare-up and three balls of light exploded from the top creating three firework like explosions in the sky. The group of ponies looked up at the display, both mesmarized and confused. And when they looked back. Tempest was gone.

"Oh no." Twilight whispered in a panic. "What have I done?"

Fizzlepop ran as fast as she could. She didn't know where to, she just knew she had to run. And run she did, straight into the Everfree Forest.

"No, no, no,no,no" Twilight paniced as she flew over Ponyville looking frantically to find Tempest.

"Twilight, hold-up!" She heard a voice shout from behind her. Twilight looked back and saw Rainbow Dash & Fluttershy behind her quickly catching-up to her pace.

"So what was that back there?" Dash asked the alicorn.

"Is Tempest ok?" Fluttershy asked, a concerned look on her face.

"I don't know. I mean I thought she was, but the past few days, I don't know, I." Twilight rambled in a panic as she bit her lip and tried to hold back the tears.

"Oh, its ok. We'll find her, i'm sure she'll be fine." Fluttershy softly replied, doing her best to try to reassure Twilight. The princess just nodded in agreement as she wipped the tears from her eyes. She was still worried about Tempest, but she knew with her friends help they would find the guardsmare in no time. Or so she hoped.

Tempest had ran until she was too tired to run anymore and stopped at a nearbye creek and began to sob. "M, mama hates us!" Fizzlepop cried. "And it's all your fault!" She screeched looking at her reflection in the water. "Look who's talking brat!" The commander sneered. "You're just a big a pain in her flank as I am!" She cackled. "Ugg, both of you stop it, right now!" Tempest pleaded.

All of a sudden she heard a rustling and saw what she had previously thought to be a random pile of boulders start to move and stretch out. Bright yellow beady eyes opening to stare at the poor mare. This was no pile of rocks, but instead a rather large and rather angry rockadile. Tempest just looked at it as it slowly began to crawl towards her and froze.

"Twilight, down there!" Rainbow Dash alerted her friend as she pointed down to something glistening below. The three ponies made their decent to get a better look at what they saw. And there at the edge of the Everfree strewn out in every direction was Tempest's Armor.

"Oh my!" Fluttershy whispered.

"Oh no." Twilight sobbed.

All of a sudden though the group heard a loud scream.

"Tempest!" Twilight paniced as she flew off into the woods.

"Twy wait..." But before Rainbow could finish Twilight was gone.

Tempest screamed as she backed-up in a panic as the Rockadile slithered ever closer. Each step of its mighty claws making the ground below shake. To scared and weakened from her fight with herself to react Tempest just closed her eyes and waited for the inevitable. However all she heard was a loud "kapow" and the rockadile howl in pain. Tempest looked up to see Twilight in front of her, her horn glowing and wings spread out as she stared down the beast. For awhile time seemed as if it had stopped as the alicorn princess and the beast stared each other down like two timberwolves fighting over a jackalope. Eventually however the rocky gator huffed and relented to the pony slowly crawling into the creek and swimming away.

"P, princess, I..." But before Tempest could finish Twilight just turned around and hugged her as tightly as she had ever been so in her life. "Don't ever scare me like that again." Twilight sobbed.

Tempest too began to sob as she returned the princess's embrace. "Princess, no, Twilight. I, i think there's something wrong with me. I, i think I need help." She stated as they both continued to sob as they continued to embrace one another.

Author's Notes:

Next Time: Luna & Twy explore Tempest's mindscape.

After that: The truth of the past slowly comes to light as the Reconicliation arc begins!