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Prism Star and the Nightmare Winter

by CherryRush

Chapter 6: Chapter V: Five Tickets to Paradise

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html>Prism Star and the Nightmare Winter

Prism Star and the Nightmare Winter

by CherryRush

First published

(Book 1 of The Inheritors) 1,000 years ago, the villain Nightmare Winter defeated Equestria's princesses and conquered the land, bringing an endless winter. But the heirs of Celestia and Luna might have what it takes to stop her and save the world.

Part 1 of The Inheritors, a planned series that will likely span 5-6 stories.

----------------Book 2 (The Inheritors in the Heart of Winter) will be linked here when it is published--------------->

This is the story of an alternate Equestria set a little over 1,000 years after Friendship is Magic, where the order of the Alicorn Princesses was overthrown and an endless, bitter winter fell across the land. Pony society lives on in protective bubbles of magic, under the oppressive rule of the last alicorn - Queen Flurry Heart, also known as Nightmare Winter.

In the farming town of Ponyville, Prism Star, a young magic student and the secret heir of Princess Celestia, studies for her exams - completely unaware of the adventure that awaits her. Meanwhile, in Manehattan's industrial heart, teenage con pony Sour Apple cares for the orphaned heir to Luna, Midnight Shine, making hard choices that will set both colts on a collision course with destiny.

Along with the changeling Shimmerwing, the dragon Talon, and pegasus rock star Southern Storm, these ponies find themselves on a quest to find the lost Elements of Harmony, defeat the corrupt queen Nightmare Winter, and save Equestria.

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Chapter Synopses (Synopses for unpublished chapters subject to change):

  • Chapter I: A Day in Ponyville - Magic student Prism Star studies for her exam with the help of dorm prefect Shimmer, and Prism's father reveals the secret history of Equestria.
  • Interlude: A Dream of Blizzards - Midnight Shine uses his ability to dreamwalk, but fails to fix his adoptive brother's nightmare. The impoverished colts strengthen their bond.
  • Chapter II: An Endless Sky - Sour Apple is invited to join a dangerous heist and meets the young dragoness Talon. Midnight Shine is captured by the secret police, only to find a mysterious savior who unlocks his hidden potential.
  • Chapter III: The Last Friendship Quest - Prism Star's exam is canceled as city shields fail across Equestria. Twilight Sparkle's map table calls Prism Star and Shimmer on a Friendship Quest.
  • Chapter IV: The Protector's Oath - In the aftermath of the Shieldfall, Prism Star learns a shocking truth about Shimmer. Shimmer formally becomes Prism Star's Protector. An Element of Harmony is revealed.
  • Chapter V: Five Tickets to Paradise - Midnight suffers from a mysterious illness en route to Las Pegasus, while Sour Apple and Talon pass the time by recounting the events of the Shieldfall from their perspective. Prism Star sees a terrifying vision.
  • Chapter VI: A Storm of Generosity - The inheritors arrive in Las Pegasus and are aided by Southern Storm. Shimmerwing is unable to shape-shift. Sour Apple and Talon spar over the Element of Loyalty, and Talon discusses it with Southern Storm.
  • Chapter VII: The House of Harmony - The inheritors connect with the Order of Harmony in Las Pegasus. Prism Star and Midnight Shine begin their studies in magic and Prism earns her cutie mark.
  • Interlude: Journal of the Descendants - Inspired by Twilight Sparkle's Journal of Friendship, Prism Star convinces her friends to keep a journal of their time in Las Pegasus.
  • Chapter VIII: To Raise the Sun - Peregrine Dive calls the Order of Harmony into a conclave to determine the fate of Prism Star and Midnight Shine. Midnight forces Prism to face her destiny. Nightmare Winter learns that Princess Twilight and Princess Luna are moving against her.
  • Chapter IX: Honest Apples - While the Conclave is in session, Talon begins seeing a ghost. She recruits Sour Apple to help her find the spectral mare.
  • Chapter X: The Elements of Harmony - With the Conclave deadlocked over how to react to Prism Star's newfound power, the inheritors take matters into their own hooves. Prism Star shares her frustrations with Princess Twilight.
  • Chapter XI : Princess Prism Star - With the help of her friends, Prism Star reluctantly claims her crown as Princess of the Sun.
  • Chapter XII-XIII: The Worst Night Ever - Southern Storm is determined to throw the best Cloudsdale Day party ever before setting out to find the remaining Elements, but Talon still has designs on his love life. Nightmare Winter ruins the night's festivities, and the inheritors lose a treasured friend.

Chapter I: A Day in Ponyville

Author's Notes:

Be patient with this story and remember to like and bookmark - it may take a couple of chapters to take off, as there are a lot of new original characters and setting details that have to be fleshed out first. This is my first MLP: FiM fan-fiction, but not the first fiction I've written, so I hope you'll enjoy reading about Prism Star as much as I enjoy writing her story. The next chapter will feature Midnight Shine as the viewpoint character, and the story will bounce between the two of them as it progresses.

Prism Star

In the smallest dormitory of a crystal castle, a little white unicorn of 8 years sat up in her bed and looked out the window, wrapping her blanket around her against the cold. The very first rays of the dawn's light were starting to filter in through the window, painted a delicate pink by the massive dome of shield magic that covered the town every day and every night without stopping - the only thing protecting her home from the frozen wasteland that covered all of Equestria.

Of course, nopony else was awake this early in the morning - even the roosters on the farms were probably asleep. But Prism Star always woke up early to see the dawn that turned her white fur pink and her tousled blue hair a beautiful violet. And to practice her magic, of course. Prism had always struggled at magic, and everypony knew that she was only in the Starswirl Memorial Academy of Magic because her father was a powerful wizard, the master of the local Weather Guild.

Prism struggled to master levitation and telekinesis long after her classmates were lifting apple carts, stacks of heavy books, and each other with ease. She'd never quite managed to teleport without losing her tail - and one time more than that, as she often remembered in her nightmares. And transfiguration was out of the question, unless you wanted a bizarre hybrid of an orange and a cat. But there was one thing she'd always been able to do... one special trick that everypony else thought was useless. And she did it every morning.

The filly started by raising her hoof to the sun and closing her eyes, letting the familiar flow of magic surge through her horn. Her instructors said that accessing magic was like feeling a current of lightning run through your horn, but Prism never understood that. For her, it always felt like she was basking by a fire, the warmth lapping at her body even as the firelight shimmered golden-orange around her horn. She opened her eyes and moved her hoof through the air, sighing happily as a thin trail of red light shined behind it; she twisted her hoof a little as she traced and the color changed to a pale purple, as she drew out the shape of one of the motor carriages that carried supplies from Ponyville to all the other towns across the wasteland, and vice versa.

"I guess it is pretty, blank flank, but unless you want to fail your exam, you're going to need more than pretty lights." Prism turned to see a tall, teenage unicorn filly with a dark blue cloak over her smoke gray coat, with green eyes and a white mane cut into the severe upright brush she said was a Zebrican style. "Get dressed and we'll practice out in the yard."

For her part, Prism just sighed as she hopped off of the bed, revealing a white flank with no cutie mark and a long tail that brushed against the ground, at least before she concealed both with a cloak like the other unicorn's, and started to brush her hair- by hoof. "I really wish you wouldn't call me that, Shimmer."

"You want me to go back to calling you Pancake Face?" Shimmer laughed. "I may have a soft spot for you, but I've got a reputation to maintain. Hey, look at the bright side - nopony will make fun of you for being bad at magic if you're practicing with the mean girl."

Prism just sighed at this. "Fine. Let's go."

By the time they were done, Prism was completely exhausted, and Shimmer didn't seem to be breaking a sweat, her green magic shining around Prism as she lifted the younger pony up onto the statue of Starlight the Redeemed in the garden. "Hey. Prism... I wouldn't worry about it too much. I think you'll do fine tomorrow."

"I can barely do anything the others can do. I mean, yeah, at this point I can do the basic unicorn stuff... and I can play with light... but that doesn't seem like it'll help. I'm gonna get held back a grade for sure. Again." The young unicorn flopped back over the stone mare's plinth, between her front hooves. "My father is in charge of all of the weather, and my mom helped raise the sun. How am I supposed to go to her grave and tell her that her daughter is stuck in the second grade still?"

The filly closed her eyes and started to cry, and after a few moments felt a warm wind across her face. "We don't have to," said a male voice with the soft rumble of an oncoming storm, and Prism opened her eyes to see a yellow-bearded and maned unicorn stallion with a coat of the palest blue, sitting on a small gray cloud and watching her with a soft smile. "It wouldn't be the first secret I've kept from your mother."

"Father!"

Prism Star quickly grinned and rolled onto her hooves, jumping onto the cloud and falling through with a startled yelp before her father lifted her with a nimbus of electric-blue magic and placed her firmly on the cloud next to him. "Remember, only pegasi can sit on a cloud without magic."

"Thunderbolt..." Shimmer bowed her head a little bit to him.

"Shimmer. Treating my daughter well?" He chuckled at her.

"Y-yes, sir. I was trying to help her with her magic." He gave her a quiet glare and she grinned nervously, shaking her head. "J-just that, sir. Nothing else, I promise." Thunderbolt stared at her a bit longer before lighting his horn and moving the whole cloud away with himself and Prism on it.

They rode in silence for a time, watching down at the town of Ponyville. It had steadily grown over time - as one of the few farming communities with enough unicorns and pegasi to protect against the eternal winter, Ponyville had grown in importance as a source of food for many parts of Equestria that could no longer grow food of their own. Many hooves now worked the vast fruit orchards under the protective dome of magic that maintained summer underneath, and in the distance Prism could see the factory that churned out tinned and preserved fruits for transport to the other towns. A line of massive, armored motor carriages squatted like great bears on the road to the factory - they must be preparing for another shipment across the frozen wastes.

"Don't be sad, my little sunlight. It took your mother a long time to master her magic." Thunderbolt lifted Prism's chin with one hoof to look her in the eye. "You're so much like her. You even have the same green eyes."

"Can you tell me about her again?"

"I suppose so... she was the kindest and most beautiful mare I ever knew. I remember the time that I first saw her..." He curled on the cloud around his daughter. "I was in Canterlot convening with the College of Weather Wizards - back then I wasn't a guild master, I was just a messenger who brought the weather orders down from the College. Anyway... I got the chance to see the College of Celestial Wizards raise the sun... it was an amazing sight... so many ponies working as one... all of them willing to sacrifice everything they were for the good of all creatures."

"Is it true that you lose your powers if you try to raise the sun?"

Thunderbolt gave Prism an odd look, as though he were assessing her as they slowly drifted over the apple orchards towards the dome. "Sometimes... the weaker you are, the more unicorns you need, and the greater the chance that someone..." The stallion shuddered. "When unicorns join together, our magic is like a chain. Each horn is a link in the chain, and each pony pulls on the chain as strongly as they can... but a spell that powerful is all or nothing. You can't duck out if you aren't strong enough. Even the strongest pony will snap eventually... One hundred and eleven unicorns worked on the spell that day. Ten Celestial Wizards, each with ten conscripts under them." He went silent, and his face took a somber cast that made him look fifty years older than he was. "Twenty ponies lost their magic over the course of that day. Three of them..." He hesitated and looked at Prism again, trying to decide if she could handle the truth. "Three of them left this world forever. But in the middle of all of those unicorns was your mother. She was a prodigy."

"A... a prodigy? What does that mean?"

By now tears were welling up in Thunderbolt's eyes. "When it came to Celestial magic, there was no pony better than Guiding Star. The Celestial Wizards gave their power, but it was her hoof that raised the sun. She was beautiful, and effortless, and iridescent... When her platform rose above the shield, and the morning sun painted her in all the colors of the dawn, you would have sworn that she was Celestia come again." By now the sun was beginning to set as they drifted towards the dome. "I sought her favor relentlessly as a young wizard. She worked so hard in the day, and slept through the night, but in between we had the twilight. I showed her how to sneak into the Canterlot Guard's pegasus tower, and from there we climbed up the spires to get past the shield. I would clear the winter clouds and she showed me a gift very much like yours, the most beautiful filaments of sunlight and starlight that she used to trace the constellations as we talked the hours away." He laid back in the cloud, pulling Prism with him so that both ponies were laying on their backs, watching the deepening twilight as the stars began to wink into the sky, and Prism could see the moon rising even as the sun set.

"There was one constellation in particular that was special. It only appeared on nights when both the sun and the moon were in the sky... just like this one. And sometimes she would stall the sun, so that we could see it better, because it gave us both hope."

"What constellation is it, Dad?"

He took her foreleg with his hoof and pointed it at a large, bright star in the southern sky. "Start there. Use your imagination... and your mother's gift."

Prism looked at the stars for a moment before she summoned the trail of light and began tracing it with her hoof, from star to star. On a whim, she decided to use purple light this time, as her father began to tell her another story.

"Once upon a time, there was a beautiful princess. She had the power to raise the sun and the moon-"

At this, Prism stopped tracing, letting the half-formed picture of a unicorn mare fade away in the air. "Dad. I know the story of Celestia and Luna. It makes up most of my history classes. It's not like it's a fairy tale."

"Oh really, sunlight? Then why don't you tell the story for me?"

The little filly gave him an exaggerated sigh. "Fiiine... A long time ago, discord and disharmony ruled the world. Pony went to war with pony, and unicorns raised the sun and moon just as we do now. But one day, two young alicorns showed up and their names were Celestia and Luna. They had the ability to raise the sun and moon all on their own, and a lot of other powers too, and so Starswirl the Bearded declared them to be Princesses and became their tutor. Celestia and Luna guided the realm in a golden age of harmony and prosperity that we will never see again, before dying in YOH 1520 to a creature called the Nightmare that released the wendigos and plunged the realm into an eternal winter. But the great Queen Flurry Heart came down from the Crystal Empire and taught Equestrian ponies the magic to hold the winter at bay, and she defeated and sealed away the Nightmare."

Thunderbolt gave Prism a sly smile, watching her from the corner of his eye. "Is that what they taught you in school, now?"

"Um... yes?" She raised her eyebrow at him - didn't everypony learn this stuff?

"Why don't you go back to tracing that constellation before the sun is gone, and I'll tell you another story? A secret story passed down from parent to foal through the years, that you must never, ever tell to anypony else.

A long time ago, Celestia and Luna ruled the realm peacefully, as sisters. But sisters fight. Luna grew bitter that ponies loved the day and shunned the night, and so she let a dark force into her heart for the power to overthrow Celestia. That force was the Nightmare, and under its influence Luna became the wicked Nightmare Moon. But even that power was not enough, for Celestia had something greater - the Elements of Harmony, six great artifacts that together the two sisters had used to drive Discord from our land. The Elements banished Luna, and the Nightmare, to the moon, but they would not accept being used by a single pony, as tools of war and disharmony. So their power slipped from Celestia's grasp, and they never responded to her again.

Celestia knew that her seal would not last forever, but she had a plan. A plan to guide new bearers to the Elements of Harmony. She searched for centuries, but finally a tiny young student came to her - no older than you - and her name was Twilight Sparkle. Celestia trained Twilight Sparkle in magic personally, and on the thousandth year of Luna's imprisonment, she sent Twilight to this very town. And here she made friends, and together they became the new bearers of the Elements of Harmony even as Nightmare Moon escaped and pursued them. They used the Elements to defeat and heal Luna, stripping away the Nightmare and restoring Celestia's beloved sister.

In that time, Celestia had learned the secret of helping a pony to ascend, to become an alicorn- and she had a young adopted niece, a pegasus filly called Cadence, who she guided to become the Princess of Love. And not long after healing Luna with her friends, Twilight Sparkle ascended herself, and she became the Princess of Friendship."

At this, Prism Star gave her father a skeptical look as she interrupted, stopping in the middle of putting wings on the purple alicorn she'd been drawing from the stars. "Princess of Love? Princess of Friendship? What kind of power is that? Celestia had all the power of the sun, and Luna had all the power of the moon and night."

"Yet for all the sun's fire, and all the moon's beauty, it is love and friendship that drive ponies more than anything else. Now as I was saying...

Flurry Heart was Cadence's daughter. She was born an alicorn, rather than ascending like the others - and some say this led to her fall. She always wanted more responsibility and more power, and one day the Nightmare came to her. It seduced her with promises of power, promises to break the limits that her parents and Princess Twilight had put on her own magic. It promised her that she could break the Elements of Harmony and overthrow Celestia and Luna. And... I suppose it didn't lie."

Prism gawped at him in confusion, pausing in the middle of drawing a dark blue mane and tail. "Wait... Queen Flurry Heart WAS the Nightmare? That can't be right!"

"Yes... at least, that's the story my dad told me, and his mom told him. Supposedly down the line all the way from our ancestor Starlight Glimmer. See, it was thanks to Twilight turning her away from evil that we call Starlight 'the Redeemed' now. And so she was loyal to Twilight, so loyal that she was willing to die for her friend. And loyal enough to run when Princess Twilight told her to run. She told her children the real story of how Nightmare Winter defeated and killed Celestia and Luna and even her own father. There was enough of Flurry Heart left that she couldn't let the Nightmare kill her mother, or her aunt Twilight... but she banished them both. Forever." Thunderbolt took Prism's hoof in his, showing her the traced image of a lavender alicorn with outstretched wings and a long, strait mane and tail. "Make a wish, Prism Star."

The young filly with the pale blue hair sniffled back her tears and looked at the princess made of light. "I wish... I wish... I wish..." She closed her eyes. I wish I could see the sun without this shield in the way.

Interlude: A Dream of Blizzards

Author's Notes:

Chapter 2 is still in the works, but I wanted to create this short interlude in the meantime to give some character development for Midnight Shine and Sour Apple that didn't quite fit into Chapter 2's story.

Midnight Shine

A black cloud slowly closed in on a young earth pony as he ran between the dark back alleys of Manehattan, every building painted a deep blue under the moonlight by a shield that covered the city at all times. His fur was a pale green and his rough, sloppily self-cut red hair and tail blew in the wind that was whipping between the buildings and hindering his flight, and the teenage pony had a cutie mark of a bright green apple with a bite taken out of it.

Of course, running never worked. It was a good try, and Sour Apple was a great runner, but the clouds always caught up. This time, more appeared in his path and ambushed him, constricting and slowly smothering the pony with their wet weight, and as he struggled against them another pony appeared - a smaller, younger colt with a dark blue coat and long, pitch-black hair that partially obscured his eyes - big, round silver eyes with an unnatural gleam to them, seeming to shine in the moonlight as the unicorn watched from a fire escape.

"H-hold on, Sour Apple! I can help!" He lit his horn with silver light and groaned with effort as he started to channel his magic. There has to be something I can do... Then an idea came to him- there were never more than three clouds! If he could open the playing field, maybe Sour Apple could... He closed his eyes and channeled more magic into his horn than ever, and the buildings slowly started to melt away with a rumble.

But his triumph, and Sour Apple's escape from the clouds, didn't last long, as the unicorn quickly started to feel the spell slipping away from him. He cut the magic and opened his eyes with a panicked gasp as he watched the entire city slip away to be replaced by an open field. An open field with no shield, and he watched Sour Apple's eyes go wide as the snow began to fall in thick blankets, black thunderclouds blocking out the stars and moon. The wind whipped up and started to flow the snow upwards towards the top of the gentle hill, and a huge pony appeared in the middle of the blizzard.

She was nearly twice as tall as the normal mare, with huge white wings and a long horn. Black pony armor and a deep violet cloak covered her body, and a round, smooth black helmet covered her head and concealed her mane. Eyes the red of blood glowed in the darkness as she regarded the earth pony who was quickly being encased in snow.

"Well, well, well..." Her voice was like shards of ice scraping against steel, and her smile was a cruel smirk that didn't reach those creepy eyes. "Sour Apple. We've finally caught the notorious little thief and traitor."

He's not a traitor, the unicorn wanted to cry out, but the words wouldn't leave his mouth. He tried to do something- anything- but his hooves felt like lead and his horn wouldn't respond. The colt had never felt more helpless in his life. And he only steals because he has to take care of me!

"I... I know what you are! I'm not afraid of you, Nightmare Winter!" Sour Apple made a determined face, but his voice cracked and his body was shaking with more than just cold. "You're... you're just an old pony tale!"

Nightmare Winter cackled. "An old pony tale? Oh, no... I'm very real. And very dangerous. But don't worry, I'm ready to forgive you, young one, for all of your crimes against your fellow ponies. All you have to do... is to give me Midnight Shine!" She looked right at the blue and black unicorn, and the older colt seemed to get a new burst of courage from somewhere.

"Don't you touch him!" Sour Apple shook off the shackles of ice and growled angrily at the monstrous pony, his voice steadying at the mention of his adopted brother. "I don't care what you do to me! Midnight is the best thing that's ever happened in my life, and I'll die before I let you or anyone else hurt him!"

The monster alicorn leaped at Sour Apple with a snarl, and Midnight Shine pulled away from the dream with all of his might. The young colt woke from his trance state shaking and in a cold sweat, and carefully stepped away from the pile of old blankets where his brother was still turning in his sleep.

Sour Apple

Sour Apple woke up only a couple of hours later. His first instinct was to look around for the little blue unicorn who was usually curled up next to him in their makeshift bed, but... the earth pony just sighed. Midnight was probably in his spot again.

Any time that he had a bad dream, or more recently, tried and failed to stop one, Midnight could usually be found out on the fire escape of the old, abandoned tenement building that they called home. Tonight was no exception, and after he put on his brown hat and coat, Sour Apple went out and found Midnight standing up with his hooves up on the railing of the escape, watching the moon rise - the two of them had always been nocturnal. "You know, Midnight... You need your sleep, too. I know you're still figuring out this whole 'moon-touched' thing, and I know that you're just trying to practice your new talent..." Sour Apple gestured with a hoof at the cutie mark that had only appeared a month ago on the younger pony's flank - a full moon surrounded by a patch of pinprick stars. "...But I don't want my nightmares giving you nightmares."

"You... you were going to let her kill you. To protect me." Midnight Shine's voice was somber and sad, and he looked back at Sour Apple with the haunted eyes of somepony forced to grow up long before their time. "You gave up your childhood because some old guy showed up and gave you a baby. I can't remember a time when you weren't trying to hide me, or protect me. You're stuck squatting here and working for gangs because I can't be seen at the shelters. I... I'm not a little foal anymore, Sour. I see the big stallions in suits. I see the way you hide me from the police, I've noticed that you always make me wear big coats that hide my cutie mark and hats that hide my horn. You shouldn't have to do all this for me, just... just because of some stupid old legend!" By this point, Midnight had tears flowing down his face, and was half shouting at Sour Apple, who for his own part simply let the unicorn vent until he fell silent except for small sniffles, before wrapping a warm blanket around him - careful, as Midnight had noted, to hide his brother's cutie mark from anypony who might be watching.

"It's not some stupid legend, Midnight. You really are special. How many ponies can enter dreams, hmm? How many ponies have the moon as their cutie mark? You're moon-touched. You have the blood of an alicorn princess running through your veins, and that's always going to make you a target." He lifted Midnight's chin with a hoof, looking him in the eyes. "You've always been special, and not just because you're my baby brother. Eight Point wouldn't have given you to me if you weren't." This had always been Sour Apple's name for the old pegasus who had given him Midnight, because he had noticed a small brand in the shape of an eight-pointed star at the base of the stallion's neck.

"So I'm special just because you got me from a crazy old pony with a weird scar, who told you that the queen of Equestria is secretly a monstrous super-villain who murdered her own father and aunts?" Midnight raised an eyebrow skeptically at Sour Apple.

"You're special because you have incredible potential. You wouldn't have all these scary ponies looking for you if that weren't true. You can do magic that I'd never even heard of before I met you, and I bet that when you're grown up, you can be powerful enough to do whatever you want! But for now..." Sour Apple pulled the smaller pony into a hug. "Promise me you'll try to get some sleep, and you won't go out while I'm away. I got some more work, but I should be back in the morning."

Chapter II: The Endless Sky

Sour Apple

Sour Apple left his adopted brother tucked into the pile of blankets before leaving with one last look back at Midnight Shine. The colt looked back with solemn silver eyes, but stayed put. After closing the door quietly, Sour Apple left the run-down tenement and started down the busy street. Even this ruined street had a little bit of beauty to it, he thought, looking up at the half-crumbled buildings that were painted cerulean by the moonlight passing through the unicorns' shield. He'd have to give up his 'Manehattan cynic' card if he ever admitted it, but Sour Apple sometimes felt a tinge of wonder looking up at the ruins. They must have been so tall and strong before the winter. And all built by earth ponies just like him, with almost no help from pegasi or unicorns.

He wasn't out tonight to look at his favorite dilapidated towers, though. Sour Apple had a job to do tonight, and this time it wasn't a small-time hustle. No, this time it wasn't rigged games of 'chance' or picking pockets down by the market. This was a heist. Supposedly an old, abandoned private vault had been found, and he was going to be in on it. This was finally his chance to make it, to finally be secure and safe in a fancy apartment somewhere without having to spend all of his time afraid of the police and scrabbling to make ends meet. Sour was going to get his brother a silk robe instead of his ratty old cloak, and they were going to live like princes.

At least, that was the plan. For now, he was on his face after bumping into something hard and rough, so lost in his fantasizing that he wasn't looking where he was going. He stumbled up to his feet to see... a dragon? Sour Apple took a couple steps back and blinked hard. It was... definitely a dragon. A gangly, red-scaled dragon not much taller than him, with huge-looking wings folded back, who then turned around to fix Sour Apple with a glare from its orange eyes.

"What are you looking at? You better watch where you're going, little pony." The dragon's voice was low and raspy, but certainly female, and her gravelly tone made one of Sour's ears twitch.

"You were standing in my way!" Sour Apple stared right back and growled a little. Sure, he'd never actually seen a dragon before, and there were a dozen different ways she could kill him running through his mind, but you didn't get anywhere in this town by backing down.

The stare-off went off for a good couple of minutes before the dragon finally laughed and patted Sour Apple on the shoulder. "Ha... You're not bad for a pony. My name's Talon."

"I, um... thanks. I'm Sour Apple." He smiled at her and patted her arm with one hoof before hurrying away, waiting until he was around the corner before breaking down shaking and gasping for breath. That could have turned out badly.

Midnight Shine

Midnight Shine waited a bit after his brother left, and then sighed. He was tired of sitting around at home, and this was his chance to get out and be at least a little normal for once, even if he did have to hide his features like some kind of freak. Midnight put his cloak and wide-brimmed hat on, careful to make sure the hat properly hid his horn, before stepping out into the world.

What to do with his temporary freedom, though? It was a tough choice... There were so many places to go and see, so many ponies to talk to. Maybe he'd even make a new friend! If he could do that, maybe he could convince Sour Apple that he was being too cautious, that it was worth the risk giving him more freedom. After all... he was a big pony now. He didn't need his big brother constantly watching over him. Maybe the market? Yeah, he had a few bits to spend, and, well... Midnight wasn't sure what he wanted to buy. But he could at least browse and talk to the shop ponies.

The colt slowly made his way through the town towards the old park, where there was an open-air bazaar set up. The shield seemed thinner than normal, and it was starting to gently snow, but a little bit of snow was nothing to worry too much about. It happened sometimes. The weather certainly didn't seem to be bothering anyone else either - the market was packed with ponies of all sorts. Rising above the thronging crowd of pastel horses, ramshackle booths and stands of brick and wood rose to support brightly colored cloth awnings that spread over the crowds, forming narrow, dark corridors between the many market stalls. Even now, after everything, Manehattan never slept. The air was filled with the sounds of commerce, conversations, and fun, and Midnight could smell exotic street foods and strange herbs on the light breeze. With as much time as he spent cloistered at home, the park bazaar was a whirlwind of sensory delights, and he loved every second he spent there.

He slipped in with the crowd to enter the market proper, the darkness under the awnings broken up by oil lanterns that swung a little in the breeze and cast flickering, dancing shadows wherever they lit. He spent a bit on a small bag of hay fries from a stall and sat up on a stool to enjoy it and watch the ponies as they went by. There were ponies and creatures of all sorts in this market, and that was the best part - there were zebras from the far south, dragons from the east, even a yak who sold vanilla cakes and gave Midnight little hard candies sometimes. There were also undesirable sorts too, of course - drunk ponies stumbling from the cider and wine vendors, thieves and thugs, the- Midnight's eyes contracted as he spotted an earth pony in a black suit, with blue fur and a close-cut mane. Secret police. He had to be - he was too stiff and aloof to be a normal visitor to the market. Midnight carefully lowered the brim of his wide hat and looked down at his remaining fries, while looking at the suited pony out of the corner of his eye. With luck, he would just... not notice Midnight. It was a thick crowd, after all, and he was just one small colt in a too-large coat and a big hat.

Then again, it didn't look like he was going to be so lucky tonight. Midnight saw another suited earth pony pushing through the crowds, and this one met his eyes - just a moment, but enough to see Midnight's wide silver irises. His eyes might not have had the unnatural gleam they have in the dream realm, but silver eyes were still exceedingly rare. The Finder looked towards his partner and nodded before starting to muscle his way towards Midnight. This was bad - time to get out of here. Midnight dropped off of the stool and started walking away at a canter. No need for speed yet... a small little pony might get lost among all the adults. After rounding a corner, Midnight started to run. He looked up and saw a pegasus flying over his head, but the momentary distraction caused him to run headlong into a vendor and go skidding across the cracked pavement, losing his hat along the way- leaving his long horn for all to see. Well, too late for hiding now. He picked himself up and started running at full speed, ditching his coat along the way to gasps of surprise from those who saw his cutie mark. The pegasus picked up the pace, following Midnight. So that's three, Midnight thought to himself as he ran. No, four. He could see the fourth now, running to pen him in in the warren of stalls. And it was working. No matter how hard he tried, the trained Finders were on him like wolves, always herding him in until he was backing into a dead end with the Finders closing in ahead of him. No, no, they're going to get me, and they're going... they're going... Midnight started to breathe heavily in a panic, and he could feel his horn starting to flare up with its silver aura of its own accord. No, no, no, no, no- The colt closed his eyes in a grimace, feeling like he was filling with so much magic that he would explode if he didn't let it all out, and then he disappeared with a flash of silver light and a popping noise as the air rushed in to where he was a moment ago. He reappeared on the other side of the earth ponies in the same flash and pop, and once he got over the shock, he started running with a loud laugh of surprise and joy. But unfortunately, his escape was short lived - the pegasus in the air came down on the colt in a swooping blur of purple, and the last thing Midnight felt before blacking out was the pain of a hoof coming down on his head.

Sour Apple

Sour Apple walked quietly into the room with the rest of the ponies, while the boss - a rather tall unicorn mare with a long, curly red mane - was already in the middle of explaining where they were going and what the plan was.

"-now, the Uptown vault has automated security from before the Winter. I'm not sure exactly what we'll run into but I know that it's magical. Golems, maybe. Beam gems. That kind of thing. I'm hoping that most of it will be out of energy, but I don't like to bank on hope. Each team will have a unicorn to help dispel-"

Sour tuned her out for the time being and looked around. His part would come later if it came at all. In truth, he wasn't sure why a lanky teen was here amongst all the huge, muscled earth ponies and scholarly-looking unicorns. What could he possibly do that they couldn't?

"They've got lots of muscle, here, haven't they?" Hearing a familiar, raspy voice, Sour Apple turned to see the dragon he'd met earlier - Talon, if he remembered her name properly. "I guess she's really banking on golems. You see these big stallions getting around a field of spikes or beam gems?" Talon laughed, and Sour felt himself smiling a little himself. It did seem a little ridiculous, after all.

"You're here, too? Wow, they're letting everyone in on this." He punched her in the arm lightly in the arm with one hoof as the boss continued to drone on in the background.

"-and that's where the kid comes in. Kid, are you paying attention?" She paused for a moment. "Sour Apple! Get up here or you're out!"

Sour rushed up to the front through the other ponies and stepped up on the little dais that she was on. "I'm- I'm here, Miss Black. I'm listening. Um, k-kind of."

Black Cherry looked at him with a raised eyebrow and shook her head. "Well you better be listening now, because this is where you and the dragon come in. Whatever is in there, it's going to be good. But I have no idea what's protecting it. It's got to be something, if there's still intact treasure. I'm going to need smart and agile, and that's you two. Security systems like this are powered by a generator. You two are going to get past the last of the security, and turn it off so the rest of it can get in."

Sour Apple felt himself going pale under his coat. "I... I am? Um... We are? Miss Black, I've never, um... I've never.."

She looked down at him coldly. "Well, there's a first time for everything. It's a little too late now, isn't it? You do this or I tell the Crown about your brother."

"My..." The colt felt cold under her glare. "I... alright. Yeah, there's a first time for everything."

*****

An hour later, he was sitting in the lobby of an old hotel in the abandoned Uptown district with Talon, making awkward small talk. The other three teams, each one four earth ponies and a unicorn, had already descended the ruined elevator shaft into what had once been a basement suite. She was actually pretty interesting, he had to admit, once he started talking to her. She'd been raised from an egg by ponies here in Manehattan, and never actually seen the Dragon Lands, but once she got on the subject, it was all Talon would talk about. It turns out, she'd been raised on stories of the volcanic badlands where the line of Dragonlord Ember still ruled and winter never touched the land. In turn, Sour Apple told her all of the old Apple family stories he could remember - most of them were about farming, but it was farming in the old times, when the days were long and warm under the Sun Princess and ponies lived in harmony with the other creatures of the world thanks to the Princess of Friendship.

He was in the middle of telling her the story of how Applejack defeated the Storm King when a big, brown earth pony came up to them. "It's time. We've cleared the way to the vault for you two."

Sour Apple chuckled nervously to Talon. "I guess it's time for us to make the big money, isn't it?"

"Yeah, I guess so." Talon grinned. "Let's do this."

Midnight Shine

Midnight awoke to find himself in a small brick cell with an iron door and a thick, barred glass window. He was lying on a thin mat pushed against the wall, and a thin blue shaft of light tapered down through the window.

"Ugh... where am I?" he asked to nopony in particular as he sat up on his haunches and looked around. His head pounded where the huge earth pony had hit him over the head, and his horn seemed to throb with every heartbeat. It looked like a jail cell, but... where? Looking out of the window didn't give him any hint, aside from telling him that it was just before or past midnight. He certainly didn't recognize this part of town- it didn't look like anywhere he'd been. In fact, it didn't look like anywhere anypony had been in a very long time. The buildings were reduced to ruins, and from the looks of things they were at the very edge of the shield. Even though they were technically protected, most ponies were afraid to live this close to the edge, for fear of being the first ones frozen if the shield ever fell. So what was he doing in a jail cell in a place where no ponies, or police, actually lived?

A flicker of blue reflected in the window caught Midnight's eye, and he turned around so quickly that he hit his side on the wall, accompanied by a small yelp of pain. The colt pressed himself back with a whine of fear as he saw a shadowy figure seeming to fade in and out of the dark corner of his room. "Who-what are you?" he asked fearfully. It looked like a pony, vaguely, but bigger than any pony he'd seen and draped in a heavy black cloak.

"Nay, child. You have nothing to fear from me." The voice was that of a mare's; deep, careful, and somber, and when she stepped forward, he saw that she had dark blue fur and hair like nothing that Midnight had ever seen- it was the blue of a dusk sky and speckled with stars, and it flowed through the still air as though a strong breeze was passing her. Her unicorn horn was almost as long as his head, and he saw a small black crown behind it. In short, she was the most beautiful - and terrifying - thing that he had ever witnessed in his young life, and his front legs twitched as though they wanted to bow of their own free will. "I am Luna, Princess of the Night. In this world, I was your distant ancestor."

"In... what?" Midnight's fear was momentarily overidden by his confusion, and he stood up and took a couple steps forward. "I don't understand. Luna died... she died a thousand years ago. If you're really her, then how are you here now?"

"I did say, 'in this world'. There are infinite worlds, young Prince. And over each of those worlds is a moon."

"I... a... what?" The word 'Prince' vaguely ticked a red flag in his head, but he was more confused and shocked by the 'infinite worlds' bit. "I don't think I understand. I thought this was the world."

Luna shook her head slowly. "Perhaps I can show you. Have you traveled the dream realm?"

"I... maybe? I don't know." He considered this. "I'm not sure what the dream realm is, but I know that I can touch a pony when they're sleeping, and see their dream. Or... enter it? It's like I'm having the same dream as them." He sat down next to her and sighed. "I don't understand any of it. It's supposed to be my 'special talent', but I don't... I can't do anything. I just... I just watch my brother having a nightmare and I feel so helpless. All I want to do is make it better and make him happy and I'm not..." Midnight sniffled. "I'm not strong enough."

A shadow passed over him, and he looked up to see that she was holding a wing around him - massive and thick, with long, wide pinions, yet also strangely... weightless. As though she wasn't really there. And yet, it was strangely comforting. "Little Midnight... I was weak too, when I was your age. Until I met my other. We take our power from the moon, but you've never truly seen it, have you?" He just shook his head in response. "You'll understand when you do. But for now, let me explain the dream realm. For now, you can just enter one dream. But everyone who sleeps is dreaming, right? It's not just your brother." Midnight nodded at this. "Dreams have their own magic, their own power. Their own rules. A dream is not simply a figment of our imagination. It is a creation of our imagination. If you dream that you are falling, then you create a world where you are falling."

Midnight thought about this for a moment. "But how? Where does it all come from? My brother got me a book by Starswirl, and it said that magic always costs something. So-"

Luna held a hoof up to interrupt him, and he saw that she was wearing shoes of blue-grey steel that traced up her lower legs in an intricate pattern. "No. Starswirl said that magic always comes from somewhere. A pegasus gets their speed and grace from the sky. An earth pony gets their strength from the living earth. A dragon gets their fire from the molten center of our world." She chuckled lightly. "It was a very confusing lesson to learn for me as well, and I learned it from the source. I can see how you would make that mistake."

"So...if you're saying that all magic comes from somewhere, and dreams are a kind of magic, then where do dreams come from?"

"They come from the dream realm - what some unicorns call the Astral Plane." Luna sighed. "But I suppose you wouldn't know what that is, would you?" Midnight shook his head in response. "The dream realm is a reflection of our thoughts, our wishes, our hopes and dreams and fears. Think of every world as an island. You know what an island is, right?"

Midnight laughed at this. "Yeah, I know what an island is. It's a bit of land out in the water - like old Longmane Island where the lighthouse used to be."

"Then think of the world as an island. Now, you can't see them, but there are countless islands out there, and on each one of them there are creatures that live there. Now imagine a sea, a huge ocean that connects them all. In the day, as we go about our lives, we dump everything in our minds into that sea, and at night, when we dream, we fish those things back out, along with a little bit of the magic needed to turn it all into a dream."

It took him a bit to come to grips with all this, and Luna must have noticed his confused expression; she went silent and simply stayed there with her wing around the colt, letting him work through it on his own. "So the, um... the sea..." He stammered slowly as he worked through the metaphor. "So you swam? From another island?"

"I... yes, little one. I suppose I did." She smiled at Midnight. "Eventually you'll learn to enter not just dreams, but the dream realm itself. And from there, you can enter any dream. Or even... another island." Luna stopped at this and closed her eyes, lighting her horn with a dark aura. Midnight suddenly felt dizzy and tried to stand, but only fell forward onto his belly and passed out.

*****

The world was fuzzy and grey, and Midnight felt like he was floating in something warm and thick. Like... oatmeal? Better not think of it that way, he thought. That'll make this even weirder than it is. Midnight saw a sparkling light in the distance and started to swim, but no matter how hard he tried, he couldn't get any closer. Wait... this doesn't feel right. It feels... He stopped to think. It was a sensation of wrongness, like if he could find a string, he could tug on it and the whole world would fall apart. Almost like a weird itch at the base of his horn. This wasn't real - it was just a dream! And if it was a dream, then maybe... Midnight closed his eyes and started pouring magic and will into his horn, and when he opened them he was rushing towards the light. He touched the orb of white light and his hoof went straight through; then he felt a tugging on his hoof.

It turned out it was Luna, pulling him through a hole that was actually a mirror. Not expecting it, Midnight fell forward onto his face and had to find his hooves again with a bit of a blush. "So... where is this? What is this?"

"This is the dream realm. At least, a version of it that's easier to understand, I hope."

"Easier..." Midnight raised an eyebrow as he looked around. The whole world around him was a light grey blur filled with orbs of light. "I don't think..."

"Close your eyes. Breathe. Visualize yourself somewhere comforting or familiar."

Midnight tried to do what she said. He wanted to think of the park, or perhaps home, but now he had mirrors on his mind and all he could think about was the hall of mirrors in the Midtown Circus. When he opened his eyes again, they were standing in a low, garishly painted hallway barely high enough for Luna's head, with dozens of mirrors on either side of them. But the lights were out, and instead of reflecting Midnight and Luna, each mirror was... Midnight gasped. Each one, instead of reflecting, projected a moving image of somepony's dream.

"Hmm... a... carnival? I am not sure this is the best choice, but if it is what's comforting to you..."

Midnight huffed and blushed again. "I... not really. It kind of scared me when my brother brought me here, actually. I got lost deeper in where it's like a maze. But it was all I could think of after coming through that mirror!"

"I see... at any rate, you can see the different ponies' dreams, yes?"

Midnight nodded at this. "But I've never been able to do anything like this. How is this happening?"

Luna shook her head. "I'm letting you borrow some of my power for the time being. But you're the one creating this dream, and you're the one who can take us into or out of a dream - or even further."

"Further how?"

"It's... difficult to explain until you've seen it. Much of this will be impossible to fully understand until you unlock your potential. But let me reclaim some of the power and... alter..." She hummed to herself as she ignited her horn and started moving the mirrors with magic, tilting them all towards each other so that they only reflected one another. "Here. I have these three mirrors here in a triangle. Stand in the middle and look at one of them." As Midnight complied, she started tuning and changing the images on them until Midnight saw a huge round world, with a glowing white moon hanging over it. "This is your world. But look closer."

"I see... a reflection. And a reflection of a reflection. And...." His eyes turned into dots as he was momentarily overwhelmed by what he saw, an infinite regress of worlds and moons, until Luna finally pulled him back out of the dream and back into his cell.

"It will take you years to develop your full potential. It will be a long journey, and you have much more to learn about yourself before you are ready for this." Luna smiled.

Midnight, on the other hand, finally lost his patience with her illusions and advice once he recovered from the shock. "You're not actually telling me anything useful! I don't want to 'develop my full potential'," - this part he put in little quotes with one of his front hooves - "All I want is to get out of this cell and warn my brother!"

"I have not come simply to give you advice." The wan blue moonlight filled the old cell through the window by now - it must have been almost morning. It revealed the faint translucence of Luna's astral form, and reflected in Midnight's eyes as he looked up at her in confusion. "On every one of the worlds I showed you, under the light of every moon, there is a pony who forms a special bond, who shepherds it through the sky and watches over the dream realm with its power. This world has been out of balance for too long, and I will start your journey whether you like it or not!" The moon princess's horn flared white with power and she thrust a vapor-like hoof through Midnight's chest, sending a chill through his body as it passed into him. The world seemed to fade and-

A wheel rolled and filled and surged with moonlight energy magic power-

The tide tugged at a steam ship with a great iron icebreaker and he could feel it like the blood rushing through his veins and-

A timberwolf howled at the full moon and prepared to hunt the shields were down it smelled blood tonight it would not go hungry and-

Pegasi struggled to hold back the clouds and unicorns tried and failed to jumpstart the crystals that powered the shields and earth ponies raced to save their crop-

Luna's hoof moved to his throat, and his eyes opened again to see her before-

Sour Apple ran desperately through tunnels underground with a dragon close behind he'd lost his coat but he wore a thick gold choker with a massive ruby in the shape of a lightning bolt and his shadow was a blue pegasus who raced through the air ahead of a trail of rainbows and the sky thundered from her passage her heart was broken friendship was broken the only thing left was LOYALTY hate love vengeance death-

A gangly red dragon breathed blue-hot fire against the cold, she could not fight forever but she would try, she would do anything for her new friends but her HONESTY would doom them all-

A handsome young pegasus with pale yellow fur and a slick black mane danced and sang on stage for a crowd, but in his heart it felt empty; a brilliant blue sapphire sat in his dressing room and whispered to him of GENEROSITY-

A grey unicorn in a blue cloak looked at herself in a mirror and laughed, at fate and ponies and most at all herself, her life was ruined her family was dead she would never see home again but somehow she could always find LAUGHTER-

Luna pushed her hoof through his head and-

A million dreams stretched out before him an endless sea how could he choose but he didn't have to choose he felt a tug-

A white filly his own age with long, pale blue hair watched the sun with wonder and a white mare with hair of pink and blue and wind touched her shoulder and they danced and played in the sunlight but the mare was fading sadness death beauty-

A patchwork monster hero villain pony dragon trapped in chains and runes and crystals, he japed and laughed and grinned but it never reached his eyes they were fire hate cruelty revenge his name was Discord and he would destroy the world for love-

An alicorn of pure fire flared its wings and breathed pain rage loss at a monster of ice and it had to be stopped had to be saved restore the balance-

Finally, she touched her horn to his. "Awaken." Power surged through him, light filled the room, and-

Steel crunched and ponies screamed, smoke and mist, searing beams of pure power cut through darkness stone metal flesh-

Snow and ice and cold, screaming terrors, drive them back, slowing and freezing but he still fights, he floats through the air but then he's falling fading dying, he sees his brother and his world goes black.

Author's Notes:

I'm sorry to everyone following me for the long delay on publishing this chapter. I had a bad bit of writer's block in deciding how to begin tying the stories together for Midnight, Sour, and Talon. From now on, I'll be doing my damnedest to stick to a schedule of releasing 2-3 chapters for this story per month, so be sure to add this to your bookshelf for more.

Chapter III: The Last Friendship Quest

Prism Star

Morning came on slowly in Ponyville. It started in the outskirts, the acres of farmland at the edges of the shield. Roosters crowed at the first rays of sunlight and the farm ponies went out to work their fields. Next it was the factories that churned to life, ponies coming in to can and preserve the food that helped feed Equestria. It would be mid-morning when the town proper woke, shops opening, ponies going to their jobs and to school. Today, though, Prism Star and Shimmer were up before any of them, even before the dawn.

"Alright, Prism. Let's go over the Classical History section again. Who were the Pillars of Equestria?"

Prism sighed at the older unicorn. "I... Starswirl the Bearded, Rockhoof, Mage Meadowbrook, Somnambula, Flash Magnus, and, um... um... Stop smirking at me!" She threw a book at Shimmer, who easily caught it in a lime-green telekinetic aura before laughing. "Starswirl, Rockhoof, Meadowbrook, Somnambula, Flash Magnus, and, I think... Mistmane?"

"I guess that'll do. What was the scholar Sunburst's contribution to-"

Prism Star slammed a hoof down. "Shimmer, I know the history! I know the theories! It's the magic I can't do!" Her horn sparked with anger as she said this, igniting the notes in front of her in rainbow-colored fire. "I- aargh! Buck it!" She started swatting at the fire with a hoof before Shimmer quickly snuffed it with an air-manipulation spell. "See, I can't even control myself!" Sunburst was always a sore subject for Prism. Much like her, he had at first seemed promising, but turned out to have little actual talent for magic. As far as she had heard, Sunburst flunked out of magic school and ended up exiling himself in shame to a library in the Crystal Empire, rising to become a minor functionary before mysteriously disappearing from the history. Aside from the rumor that he had secretly sired Starlight Glimmer's daughter, Prism couldn't begin to think of what his actual contributions were. "Sunburst was a failure and a fraud. Just... Just like me."

"You are not a fraud, or a failure! You can do magic, Prism! Remember..." Shimmer thought about it. "Remember when we pranked Professor Aurora Glow?"

"We got in so much trouble for that! The headmaster said he'd cut our horns off if we did it again!"

"He wasn't seriously going to do it, that's illegal! And it was so funny, the way she thought Red Ember was trying to grab her flank! Come on, you were laughing too. And Hearth could stand to get in trouble more."

Prism sniffled back some tears and nodded some, looking up at the older filly. "I... I guess." She managed a small giggle and a hint of a smile.

"Yeah. We got everyone laughing by the time she realized it was an illusion." Shimmer laughed herself- a laugh like sparkling crystal rather than the sandy gravel of her normal speaking voice. "But what's important is that it was your illusion. I know ponies are always telling you it's not good for anything, but you made a whole colt out of that woven light of yours. A colt so convincing that a trained wizard thought he was real until she tried to hit him with her hoof. You have a real gift."

"Then... then why don't I have a cutie mark?"

Shimmer looked confused by this. "A... um, I don't know. What do you mean?"

Prism shoved at her with one of her hooves. "If it's such a gift, such a unique talent, then why do I still not have a cutie mark? What else do I have to do?! I.. I... I'm never going to master magic, I'm never going to get my cutie mark, I-"

The older pony quickly, and somewhat rudely, interrupted Prism by putting a hoof to the filly's mouth. "That's not what matters, and you know it. It's not enough to have a talent. You have to understand yourself. You'll get your mark when you understand what makes you different from every other pony in the world, what you and only you can do to make Equestria better, and I think that it's going to be amazing." She got a dark look on her face suddenly. "Where is this coming from, Prism? Is someone teasing you? Because if they are, I'm going to find them and I'm going to make sure that everyone has something else to laugh-" She was interrupted by a loud horn blast from one of the towers- a deep, bone-shaking HOOOOOOOOOOOOOOOM that drove a spike of pain into Prism's ears and shook her framed picture of Southern Storm (the fastest rising young pop star in Las Pegasus, and Prism Star's crush ever since she was old enough to like colts) right off the desk.

"What was that?!" Prism jumped to her hooves, as the other fillies in the dormitory scrambled out of their beds, some falling to the ground and others getting tangled in their blankets in the panic. "Was that the shield?"

Shimmer held up a hoof just as another horn blast ripped through the room. "Two. The, the..." She gulped. "I... EVERYPONY STOP!!!" She let out a spell that paralyzed every filly in the room with a flare of green light. "Stay calm! Right now, you are in the safest place in Ponyville! That was just two blasts, which means the emergency shield around the castle is holding!" She took a couple of breaths to steady herself. Shimmer had always thought old Thunderbolt was crazy to have had her made a dorm prefect, but now she had a job other than turning a blind eye to loose candy wrappers and she was going to do it. "Ponies are going to be evacuating to here, to this castle! That means that we have to move quickly and calmly to the common areas! Don't bother with your clothes, don't bother with your things. Get out of your beds and get into a double-file line, now!"

It took them less than a minute to comply; after all, they had a drill on this once a month. With any luck, the shield would only be down for a few minutes at most. It occasionally flickered, but it had never actually fallen since the day that Shimmer came to Ponyville. That had been a terrifying experience even for Shimmer, who had spent much of her young life outside of the shields in a wandering circus caravan. For these little ones, who had never seen that kind of life... it would probably be terrifying if the emergency shields truly fell.

For now, though, that wasn't worth thinking about. She started leading her little convoy of confused and frightened fillies through the crystal hallways, slowly but surely making their way through the ordered chaos of hundreds of students and adults towards the huge round room at the heart of the castle. The room that sat empty except for a broken throne. It always gave Shimmer the creeps, if she was being honest. A room like that was too big for such a small throne, and it was all the wrong shape and layout for a proper throne room - it made the place feel empty and hollowed-out. It didn't help that ponies almost never went there anymore; perhaps they all could sense the sad emptiness, or perhaps they simply didn't go because there were rumored to be ghosts. Most ponies, young and old, stuck to the huge library or the great feasting hall, only going into the Big Room to practice dueling or other magic that wasn't approved of by the teachers.

Today it was filled to bursting, crammed with ponies along with a sea of cots, flameless lanterns, and cloth awnings made into improvised tents. It would hopefully be just a few minutes before the shield was reignited and the all-clear was given, but it was clear that nopony was taking any chances. "Alright. We're going to get situated on the far back of the room, by the door to the library. Remember, nopony wander off until the all-clear signal." Shimmer got her charges settled in before going to sit with Prism Star on one of the sleeping bags, stroking her blue mane with one hoof.

"Th-thanks, Shimmer. You don't have to baby me though, honest." Prism looked up, meeting Shimmer's lime-green eyes with her own paler eyes. "It's pretty scary, but I go through even more drills than anypony else. My dad is always drilling me at home for this or that weird scenario. He's crazy prepared, I mean... why would we have to run from the police? Or changelings? Changelings aren't even real. I mean, a bug that turns into a pony, that's the dumbest thing I've ever heard."

Shimmer laughed a little at this, unconsciously covering her cutie mark - a blue and green beetle with outspread, iridescent wings - with her tail. "Yeah, I know. It's completely ridiculous. But it's only because he cares about you so much. Some of it might come in handy too you never know."

"I... I guess..." She looked up at one of the leaded glass windows with a sad expression. "He's going to be out there the whole time, isn't he? Holding it back. Him, and all the pegasi and weather wizards... what if they don't come back?"

Shimmer quickly pulled Prism Star into a hug. "Shh... don't think of that. Thunderbolt is very brave, and he knows the risks. He's trained for this his whole life. You don't have to be scared for him, alright? You focus on keeping yourself safe, so that he has one less thing to worry about."

Prism sighed. "All right. I think I'd like to be alone for now, though. Maybe you should focus on the other fillies. Maybe I'll try to take a nap." She curled up in the bag with another sigh and closed her eyes, causing Shimmer to shake her head.

"If that's what you want..." She patted the younger pony on the shoulder. "I'll be around if you want to talk about it." Shimmer leaned down to nuzzle at Prism's ear before going off to comfort some of their dorm-mates.

Prism Star

Prism Star did manage to fall asleep, and it was hard to say how long she was napping for. She was woken by a sensation of warmth on her flanks, and for a moment she panicked, thinking that she had somehow wet the sleeping bag- something that she hadn't done since she was a little foal. After a moment to breathe, she realized that it wasn't actually wet, and the warmth felt like it was in her skin, so she scrambled out of the sleeping bag and looked down at her flank. It was... glowing. Her flank was glowing faintly, right where a cutie mark should be.

Could this be it? Prism jumped up to her hooves, and was about to shout out excitedly when she saw the most bizarre sight- A translucent pony that looked like she was made of crystal, with a long mane and tail of a hundred different colors, standing by the door leading off to the library. Nopony else seemed to see her as she raised the tip of one of her wings - beautiful things with long pinions in the same dazzling colors as her hair - to her mouth to indicate silence, before tilting her head towards the door and turning towards it.

"What? Who are-" It was too late for questions as she walked straight through the door, leaving Prism with a wide-eyed look of shock. This is a bad idea, but... I have to know. She looked back at Shimmer, who was busy handing out blankets and food, before turning towards the door and sneaking over as quietly as she could. Prism Star opened the door carefully with her magic and slipped through before it shut behind her, barely missing her tail. She saw the beautiful ghost pony on the other side, but she simply tilted her head again and began walking towards the library, leaving Prism to trot along behind her at a rapid pace. She tried to question the ghost again, but the ghost just shook her head and entered the library.

Prism got through the massive wood door just in time to see the spirit walk through a bookcase, and she growled in frustration. Why can't anything be easy? Thankfully, with everypony taking shelter in the Big Room and the feasting hall, the library was completely empty. There were no adults around to stop her from walking over to that same bookshelf and looking around, though at first she didn't find anything of use. "Maybe there's a secret passage," she muttered. Prism had never heard of any secret passages, but any castle had to have some, right? If there was, she'd better find it fast. She could see the emergency shield starting to flicker through the window, and the ancient, polished wood of the bookshelves was already starting to crust with a fine filigree of ice. Think, think, think... I've read plenty of books, I should be able to figure out a secret passage. Maybe the books themselves? There's always one that's fake and you tilt it and... Prism ignited her horn and started to move the books, pulling them out one by one with telekinesis until they were all sitting in piles on the carpet that was starting to look like frost-laden grass. "No, no! There's got to be something!" She started feeling around the bookshelf itself, because there had to be a secret button or switch.

"Prism Star? Prism, what are you doing out here? You have to get back to the warded rooms!" Prism suddenly turned, hitting her head with a yelp of pain, to see Shimmer standing by the door with a look of shock and fear. Shimmer's own cutie mark was glowing faintly.

"Sh-shimmer! I can't! There, there was a ghost, and my flank started glowing just like yours is now, and I think she wanted me to go through the bookshelf, and-"

Shimmer interrupted suddenly. "A ghost? What did she look like?" She stepped over to Prism Star, ignoring the chill that ran down her own neck as she heard a faint neighing in the distance.

"Shimmer, what is that? That doesn't sound like a pony!" Prism looked like she was about to panic, and ice was creeping up her hoof - a problem Shimmer quickly took care of with a low-powered energy blast, but they were both dead if they stayed any longer.

"It's a windigo! Don't panic, there's a way into the basement- your dad showed me." The older filly calmed herself with a deep breath and started laughing a little as she started rotating a wall sconce with her magic, turning it back and forth like a combination lock. "I hope it gets here."

"What?! Don't say things like that!"

"It'll be funny, though! Seeing the look on its face just before we escape through a secret door!" She laughed again as she finished turning the sconce and the bookshelf slid open to reveal a tiny room. "Come on, get in!"

"But it doesn't go anywhere!"

"Trust me, ok?" She pushed Prism in as the frost almost claimed her again, then quickly got in with her and hit a button that caused the floor under them to start sinking- it was a hidden lift!

"What is this? Why is there a elevator behind a bookshelf?" Prism looked up with big, frightened eyes at Shimmer. As surreal as all this was, though, at least the frost didn't seem to penetrate into the shaft. In fact, it was slowly getting warmer as they steadily descended.

"Um..." Shimmer hesitated, and then sighed before continuing. "Starlight Glimmer put it in. When she controlled the castle. Your... Thunderbolt showed me. It was the secret headquarters of the Order of Harmony until they moved to Canterlot. Airships always coming and going, Canterlot made it a lot easier to move-"

"I- forget about the airships, Shimmer! What is the Order of Harmony? What is all of this? Why didn't my father tell me any of it?"

"He wanted to protect you! I was supposed to protect you!" Shimmer practically shouted this at Prism as the elevator came to a halt and opened to a dark, low room that looked more like a cave chamber than part of a castle. The crystal walls twinkled with the reflection of the light coming off of their flanks, and when Shimmer cast a light spell on her horn, Prism gasped at the sight of a massive table of the same crystal, flanked on all sides by five high-backed thrones and one throne smaller than the rest. They all looked exactly like the broken throne in the Big Room, except... not broken. "I... listen, Prism. When I came to Ponyville, I was part of a traveling circus. I was... I think about the age you are now." She took a deep breath to calm herself and stepped into the room. "We'd go from city to city in our caravan, through the snow, and so long as we didn't argue or fight, our friendship would be enough to keep the windigos at bay. But that day, we did fight. There was a massive argument between some of the adults and our leader, just as we were about to reach the shield. The windigos came, with their frost and their terror, and we ran. We ran for the shield. But just as we got to it, the shield collapsed. I thought... I thought it would be the end. We were all going to be frozen to death." She sat on one of the thrones, which seemed to have a carving of three balloons on the arched back. "They took us one by one, and I was the last... but then your father showed up, with his wizards. They showed up just in time to save me. I... I owe everything to Thunderbolt. He helped me find a home. Taught me to fit into normal society. Got me into magic school. But there was a catch to it all. That catch was that I would repay my debt to him by watching over you, and keeping you safe. No matter what it cost."

"I... wow." Prism exhaled slowly and sat down across from her in the throne with a butterfly on the back. "That's... I don't even know what the hay to say to a story like that." She'd always known that Shimmer treated her differently than the other ponies - coddling her instead of bullying her, and always including Prism in her little jokes and pranks - but it didn't dawn on her until now just how much Shimmer acted like... "You're like my big sister, aren't you?"

Shimmer smiled at this. "Best sister friends forever." She laughed and put her front hooves up on the round table. "Come on, why did you think I never bullied you?"

Prism scoffed. "Because I'm so weak and innocent?" They both giggled hard at this, remembering Aurora Glow again. "But what's all this about the Order of Harmony? What's that?"

"OK, so... has your father told you yet? About the... the secret history?"

"Um..." Prism pursed her lips. "You mean the stuff about Nightmare Winter, and Twilight Sparkle, and all of that?"

This got a nod from the older girl. "Yeah. That stuff. There's another part he didn't tell you, because he didn't think you were old enough to know yet. You remember Starlight Glimmer, right?"

"Of course I do!" Prism Star groaned. "My dad never shuts up about her, you'd think she was his mom and not his great-great-great-great whatever!" She emphasized this with a dismissive motion of her hoof.

"Yeah, he does have kind of a pride thing going." Shimmer chuckled and shook her head, causing the three rings pierced through her left ear to jangle a little in the silence of the crystal cave. "But there's a reason for it. See, everyone talks about how she founded this school, how she tricked and defeated Discord, how she brought down Trixie Lulamoon and her little band of rebels. How... all of that." She seemed to want to say more on the subject, but held her tongue. "In the context of what Thunderbolt taught us about the real history, that seems really bad."

"It... it does. She ran, and then she turned on everyone." Prism suddenly looked confused and uncertain. "So why does Dad seem to love her so much?"

"Because even though she did all of those things, she never truly gave up - or stopped fighting. She secured her power as the Queen's favorite servant, she got this castle and a cushy post running a school, and from there she started working to undermine Flurry Heart and consolidate power for the future. She got some other ponies, and even creatures from other realms. Creatures who hated Flurry Heart, but could see the long game. Who knew they had to wait and plan instead of blindly rebelling. They called themselves the Order of Harmony, and they took this as their emblem." She turned up her hoof and brightened the light of her horn, letting Prism Star see that a six-pointed star was branded on the inside of her fetlock. "The cutie mark of Princess Twilight Sparkle."

"You... so they're still around? And you're one of them?" Prism Star's eyes were as wide as teacups, and her jaw hung open slightly.

"Thunderbolt brought me down here when I turned sixteen. He taught me the secret history, he taught me all about how I could fight for my people, he-"

"Wait, your people?" Prism gave her a confused eyebrow raise.

"Um, yeah. You know, ponies in general. We're all suffering under Flurry Heart." She gestured widely with her hoof and smiled nervously. "N-not the point. He gave me more to do with my life than be a circus freak. I.. I jumped at it. Sure, being branded hurt like you wouldn't believe, but... but it was the best day of my life." She sighed softly. "I finally belonged to something. A real family, and a real purpose."

"What purpose? What are you guys even doing?"

"At first the Order just spread the word. Kept the truth alive about what really happened even as Nightmare Winter erased the real history. Then they started gathering artifacts, anything that might have the magical power to help depose her, but what they really wanted was the Elements of Harmony. Magic artifacts held by Twilight Sparkle and her closest friends, with the power to do almost anything. But the Elements weren't ever found."

"That is because the right pony was not looking." Both fillies nearly jumped out of their skins as they looked to find the clear, sparkling voice of a mare. Eventually their eyes settled on the beautiful ghost pony that Prism Star had seen on the floors above, who glowed in the dark chamber as she walked towards the table and settled into the spot where the sixth throne would be. "The Elements of Harmony are not tools to be wielded by anyone with sufficient power. They are a reflection of the inner power of a pony's soul, and the bond of friendship between those who wield them. They will not reveal themselves to just anypony."

"You... you're the pony from upstairs." Prism shivered in fear. "Who... who are you?"

"I am the spirit of the Tree of Harmony, grown from a seed planted long ago by the Pillars of Equestria. The Elements are my fruit. Even this castle where we stand was grown from my roots."

Shimmer looked skeptical. "So I'm talking to a crystal... tree?"

"I am more than just a tree, Shimmerwing. I am the tamer of the Everfree Forest, a guardian for Equestria and the friendship of the ponies within. Once, when I was strong, I would call ponies from far and wide. They would do my will, and I directed them to save the friendships of ponies here and there across Equestria, always bringing harmony in their wake. But those days are long gone. Without my Elements... I only have the strength left for one more Friendship Quest. And I have waited so many years for the right ponies. So... so many years." She put a translucent hoof onto the table and strands of soft blue light began to jump and weave all across its surface.

"The... the Cutie Map." Shimmer's eyes were wide with awe. "I thought this was just a table, that the real thing was lost! It was hidden under our noses this whole time?"

"Shimmer, what's a Cutie Map?" Prism stood up in her seat and took in the light show.

"The Cutie Map was how the spirit called ponies when it needed them to go on a quest! Their cutie marks would glow and-" She quickly went silent as the realization dawned on her, and she looked down at her own flank. "You... us? We're the right ponies? We're..."

"We've been called by the Cutie Map." Prism Star's voice was one of quiet awe as a perfect map of Equestria, and the lands beyond, began to rise from the table, etched and carved in living crystal. Symbols began to appear floating above the map, flickering in and out. "Are those cutie marks?"

"I think they are, but what's wrong with them?" Even as she asked, they began to flicker out one by one until only six symbols remained - an orange tornado floated above a city in the sky, a shining beetle and a blank ball of light floated over Ponyville, and an apple, a full moon, and what appeared to be a claw of some kind appeared over a city to the east that Prism thought might be Manehattan. The symbols moved around until they were all floating above that sky city, spinning in a lazy circle overhead.

"I think that's... Las Pegasus. I've never been." Shimmer sounded a bit confused, a rare thing for her. "But what are we doing there?" The two fillies turned to face the specter, but she was already gone, and a few moments later the map flickered out as well.

Chapter IV: The Protector's Oath

Author's Notes:

Chapter 5 (Five Tickets to Paradise) is coming soon, and I promise that not only will Sour Apple and Talon continue their story, but the separate story threads will start to come together. In the meantime, this chapter started out as a short interlude to explain what happened after Prism and Shimmer encountered the map, but turned into so much more. Lore on the Order of Harmony, lore on the changelings, and a heartfelt goodbye between Prism Star and her father. Enjoy!

Shimmerwing
**6 Hours After Shieldfall**

After their experience with the Cutie Map, Prism Star and Shimmer attempted to return to the upper castle only to find that the elevator shaft had frozen tight. Thankfully, though, the cold still didn't penetrate the protected cavern, and so the two of them sat by the now-inactive map and talked the hours away by hornlight. More than anything else, they talked about the Order of Harmony. Prism learned that the Order had found many magic artifacts over the course of their existence, but now focused their efforts exclusively on finding the Elements of Harmony, a set of magic gems that could only be wielded properly by true friends who together embodied the aspects of Loyalty, Honesty, Laughter, Kindness, Generosity, and Magic. It turned out that the term 'Element' was used interchangably to refer to the gem itself and the paragon of friendship who was aligned with it, a fact that confused Prism greatly as Shimmer attempted to explain that the Elements of Honesty and Laughter were already in the possession of the Order, but that no pony suitable to use them had been revealed yet. It also seemed that the Element of Magic had a habit of disappearing - it had disappeared without a trace after the Elements abandoned Princess Celestia, and Nightmare Winter had taken the Element of Magic from the defeated Twilight Sparkle only to see it disappear from her treasure room just as mysteriously. Supposedly, at least according to Shimmer, Magic would only reappear when all the other gems had found their bearers. Shimmer told her the story of how Princess Twilight Sparkle - then just an ordinary librarian - and five of the ponies who would become what Shimmer called the Six Companions entered the then-wild Everfree Forest in search of the Elements of Harmony to defeat Nightmare Moon, the dark, Nightmare-infected reflection of Princess Luna. It was only when the Elements seemed lost, and Nightmare Moon was poised to defeat Twilight Sparkle, that the Element of Magic appeared to Twilight, as the 'spark' of friendship that came as her friends rushed to her side in the face of certain defeat. It was a thrilling story, and Prism Star sat rapt listening to it until the two of them heard the elevator start to move again - a grinding noise that echoed along the facets of the crystal cavern.

"Someone's coming down! Quick, we need to hide!" Shimmer looked around in panic before quickly rushing to grab Prism by the scruff of her neck and pull her down behind the Cutie Map, where they'd be hidden from the view of anyone entering the room. The two of them sat in terrified silence as the lift slowly descended.

They heard hooves clopping against the dusty floor as someone approached the middle of the room, and Prism Star nearly felt her heart stop in fear. With everything she'd head in the last couple of days, all she could think about was a series of increasingly horrible fates that Prism was certain would happen if they were caught down here.

Then she heard a voice call out, "Prism Star? Shimmer? Are you two down here?" It was her father! "I've looked everywhere else. It's safe to come out." Prism Star rushed from her hiding place to embrace the old stallion, crying with relief, and Shimmer emerged from behind the map table a few moments later.

"I'm so glad it's you, Dad, I was so scared!" Prism sobbed into her father's coat and continued to go on incoherently, while Shimmer came up to them and put a hoof on Thunderbolt's shoulder.

"Master Thunderbolt..." Shimmer gave the older pony a stern look as she quietly spoke, using his official title in both the Weather Guild and the Order of Harmony to underline how serious she was. "When Prism Star is done crying, we need to talk."

"What about?" Thunderbolt looked at her as he held the little filly in his forelegs. "If this is about me lying about the map, don't you think we have more important things to worry about? Ponies are dead, Shimmer."

"I.. n-no. I'm just an initiate, the lie isn't what's important. Thunderbolt, the map works.... worked." She put special emphasis on this last part, and Thunderbolt set Prism aside to focus on the new information, though one hoof still ran through her mane to try and keep her calm.

"Worked? Please explain."

"It... it spoke to us." Shimmer took a moment to collect her thoughts. "Some kind of spirit. It showed us a map of Equestria, and a whole bunch of symbols converging on what looked like Las Pegasus, including my cutie mark. Thunderbolt, the map called us both. Our flanks glowed just like the old stories said."

Thunderbolt looked down at Prism, who nodded slowly. "It... she was really sad, Dad... I think that she might be dead, she just disappeared and the map went completely cold."

"I'd thought it was dead already... The map hasn't called anyone in centuries, not since it called one of my predecessors to retrieve the Element of Laughter. This is..." He sighed. "I'd hoped that something like this would happen, but I can't say that I'm happy it's my daughter." He stroked her mane thoughtfully. "But on the other hoof, the map always called exactly the ponies that were needed to help." Thunderbolt knelt down to meet Prism's eyes with his own grey ones. "I'm proud of you. I know that you're going to do an amazing job at this Friendship Quest. Now how about you head home and pack your saddlebags while I talk to Shimmer? Just pack the essentials for a trip, and if anyone asks you where you're going, say that you're going with her to check on family in Canterlot." He pointed to a side tunnel. "There's another secret exit there that leads out behind the school proper. It's a better way to get out unseen."

They waited for Prism to leave before continuing the conversation. "This is not quite how I saw my little girl leaving home, Shimmerwing... You're going to have to keep her safe."

"Me? She needs a proper Protector. I'm barely more than a grub myself." Shimmer closed her eyes in concentration and released her pony form in a violent flash of green light, revealing her true form - a tall insectoid creature with pale blue chitin and a bright green shell over her folded gossamer wings, with wide, empty green eyes and a long, crooked horn. "You've been very kind to keep my secret, but the last thing you want is a changeling protecting Prism."

"You... no." Thunderbolt set a hoof on her shoulder reassuringly. "I saw what you were from the beginning, and I took you in. I took you in against the advice of every one of my subordinates, who all thought you would just give in to the temptation to feed on the love I had for my little foal. But you... you gave her love. Where everypony else who knew saw a potential predator, I saw you share your love with her. I saw you becoming her sister in every way but blood."

She shifted nervously. "I still follow the teachings of Thorax. I'm not about to feed on anypony, especially a baby."

"As you get older, Shimmerwing, you'll realize that there are certain moments that define a life. Moments where you can see the whole future laid out in front of you. When your hoof first met yours, do you know what I saw?"

"Just tell me." She sighed.

"I saw a Protector. I saw a special bond that would last a lifetime."

Shimmerwing chuckled. "Best sister friends forever."

"Exactly." Thunderbolt smiled warmly, with some tears welling up in his eyes. "I saw that you had the potential to be better than I ever was. To avoid all of my mistakes." He started crying in earnest as he remembered Guiding Star... and his own failure to save her.

"I..." Shimmer sighed and wiped away his tears with her magic. "It's moot anyway," she continued in a quiet tone. "Protectors are always ponies that trace their descent to Twilight Sparkle's companions. You know, 'Thunderbolt, son of Hearth Fire, of the lineage of Starlight Glimmer'?" She punctuated this with a sarcastic expression and a twirl of her hoof. "I'm not a pony, let alone a descendant of the Six Companions."

"And yet you were the one the map chose." His voice had taken on a quiet calm. "The spirit of harmony does not make mistakes. It calls the creatures that it chooses to solve a problem, and each of them brings something special and unique that is needed to complete the Quest. If the map cared about our traditions, then it would have chosen a pony. It did not - it chose you to accompany my daughter, because you have something far more important than noble blood. You have her friendship."

"I... Thunderbolt..." She was about to respond to this when they were interrupted by a high, echoing scream from the side passage. The two of them turned, Shimmerwing quickly shifting back into her unicorn form, to see Prism Star standing in the mouth of the tunnel with a look of horror, her saddlebags having fallen down at her feet in her panic, before fainting and falling to the ground in a crumple of spilled clothes, hair, and legs.

Prism Star
**7 hours after Shieldfall**

When Prism Star woke, she was lying in a soft bed with purple sheets, a heavy blanket pulled over her and her father peering down at her. "Are you alright, little dawnlight?"

She sat upright quickly with a panicked look. "I- you... that thing!" The filly sputtered, not able to continue her line of thought quite yet- it was too strange.

"I did tell you that changelings are real, did I not?" Thunderbolt stroked her hair gently.

"What about- wait, Shimmer, where's, it turned into... oh no, oh no, oh no..."

"Calm down... Just calm down and I'll explain.."

"Dad, it ate Shimmer! It ate her and took her body and now it's going to eat you too!" Of course this made perfect sense to her. Changelings hadn't been seen out in the open since the Winter began, and in the meantime had become creatures of old pony tales, bogeymen who scared foals at night.

"Sweetheart... that is Shimmer." He maintained a steady, even tone despite his daughter's panic, doing his best to project calm.

"No it's not! You saw it turn into her, Shimmer's lived with us my whole life and now she's gone!"

Shimmer, in pony form, took this opportunity to enter the room - driving Prism to squeal in terror and dive back under the covers, trembling. "P-prism! It's just me! It's just your sister!"

"You're not my sister! You're just some bug! What did you do to her?!"

Shimmer sighed and sat next to the bed, on the other side from Thunderbolt, and released her pony form in a flash of light. "I haven't done anything to her because I am her! That's what we're trying to tell you! Prism..." She thought for a minute. "Prism, you think you're really bad at magic, but I've seen a book on hard light constructs under your bed in the dorm. Your biggest crush is a singer called Southern Storm, and six weeks ago I caught you kissing your pillow while fantasizing about his wings." This secret drew a deep blush from the newly emerged Prism Star, and a look of concern from Thunderbolt, who appeared about to say something before Shimmer silenced him with a glare from her empty eyes. "I... when Thunderbolt brought me home, I'd just lost my family. But when I saw you in your crib, and I felt the love your father had for you and for... for me, I..." Shimmer made a choked noise in her throat, and if she was a pony she would be crying now. "...I knew that I was home."

Prism leaped up into an embrace with the changeling, crying. "You... you still are. I don't care what you look like, Shimmer." She looked up at her adoptive sister's face, big round eyes swimming with tears. "We're best sister friends forever."

Shimmer pressed her hoof and her horn to Prism's. "Best sister friends forever." She looked over at Thunderbolt. "I... I'm ready. I'm ready to do whatever it takes to protect my little sister... Father." She closed her eyes as the stallion smiled and took a small book from the table.

"Very well, Shimmerwing."

Prism Star blinked in surprise at hearing her true name and looked up, only to be shushed by Shimmer. "Shh... whatever happens, just be cool and don't move your hoof. This is just some Order stuff," the changeling whispered. She moved her head back but kept her hoof pressed to Prism's.

"Shimmerwing, do you accept the bond with Prism Star?" Thunderbolt had the book open, but he knew the words by heart from his own Oath.

Shimmer took a breath. "I, Shimmerwing, daughter of..." She shook her head and started over. "I, Shimmerwing, of the tenth brood of Queen Heartsong, of the lineage of Prince Thorax, accept the love and friendship of Prism Star into my heart, and give her my own heart in kind."

A force felt like it was pushing their hooves together, and Thunderbolt wove a strand of light around the joined appendages with his horn. "Shimmerwing, do you acknowledge the lineage of Prism Star?"

"I, Shimmerwing, recognize Prism Star as the true blood of Princess Celestia and the daughter of the sun."

Prism's eyes went wide with confusion, and though she kept her promise to remain silent, her mind -and heart- were both racing. 'True blood of Princess Celestia, what does that even mean? Wait, Princess Celestia was the Princess of the Sun and my mom raised the sun. Well, she didn't raise it alone, but she still raised it and Dad said that only Celestia could raise the sun for long without-'

"Shimmerwing, do you swear your loyalty to the true rulers of Equestria?"

"I swear my fealty to the throne of Princess Celestia, who bathed us in the life-giving warmth of the sun. I swear my fealty to the throne of Princess Luna, who sheltered us with her wisdom in the night. I swear to oppose Nightmare Winter at every turn, and to serve the true diarchy with my dying breath."

Prism's own breath was still fast and shallow with her shock. 'He even said that mom looked like Princess Celestia when the sun hit her, so if she looked like Celestia and she was a master of celestial magic than she must have been descended from Celestia at some point but I never heard of Celestia having foals-'

"What do you swear this on, Shimmerwing?"

There was a pause before Shimmer responded. "I swear my oath... I swear my oath before the Black Throne." At this point, Prism's chain of thought was interrupted by a rattling noise from a nearby cupboard, which both of the adults in the room seemed to ignore. "I swear by Prince Thorax, may he rest in peace. I swear my oath to the vengeful ghost of Queen Chrysalis - may she consume me utterly if I fail to protect Prism Star."

"Then just as the power of the sun passed from Guiding Star to Prism Star, I pass the power of the Protectors on to you, Shimmerwing." Thunderbolt opened his mouth and a shimmering white haze came out of him, floating through the air before seeming to absorb into Shimmer's chest.

The changeling shuddered as she broke the link with Prism Star. "It's so warm... it's like... it feels like love.."

Thunderbolt hugged them both tightly in turn. "I'm so proud of you. Both of you. I'm... I have a couple of things I wanted to give the two of you when this day came." He stepped towards the door. "I'll leave you alone for now."

After he left, Prism looked up at her sister. "So... Queen Heartsong."

Shimmer laughed softly, glad that Prism was avoiding the obvious bombshell for now. "It's not as impressive as it sounds. Queens are the only female changelings who mate, so technically every changeling is the son or daughter of a queen. And every changeling alive is descended from Prince Thorax."

Prism nodded at this. "OK. So what's a protector?"

"Well..." Shimmer sighed. So much for avoiding the Celestia stuff. "Let's back up a little first. You remember that bit about Princess Celestia."

"I'm still trying to get my head around it."

"Yeah," Shimmer said. "I understand the feeling. Everything you thought about your position in the world was wrong and suddenly you've got this crazy new responsibility on your shoulders. Been there."

"It's just that it was a thousand years ago. I can't believe that it still matters." Prism thought back to what she'd learned of genetics. "That long ago, shouldn't any relevant genes be so dilute that every pony has some of them?"

Shimmer shrugged at this. "It used to be you'd get unicorns all the time who were sun-touched or moon-touched. Descended from the princesses and inheriting at least some of their power. But the queen's scared of them. They're always being hunted down, and now you get maybe one filly or colt in a generation who has enough of the power left to be a potential heir. As far as genes go, I don't know. Magical affinity is kind of a wild card."

"That's why Dad was always so paranoid, isn't it? He thought something would happen to me like... like what happened to Mom." It was all starting to come together in her mind, the whole horrible picture. "He always said that she died not long after I was born, and that he moved to Ponyville right after. She... she must have been killed for her powers, and then Dad... he must have moved to protect me. And now that I'm leaving home, I need a Protector because they're going to come for me just like they came for Mom."

"A Protector is a pony who bonds with you, both emotionally and magically. The bond gives us certain abilities that help me keep you alive. I get super fast reflexes, and a sort of sixth sense for when you might be in danger. And in time it gets deeper than that. Our minds start to bond - we feel each other's emotions, and if you were to get hurt I'd feel it too. Thunderbolt was your mom's Protector. He never said what happened to her, but..." Shimmer sighed. "The others say he was never the same since he came to lead the Ponyville cell. Nobody blames him, because whatever happened put him in an impossible position... but he blames himself."

"Wow," Prism said after a few minutes of awkward silence. "I never knew any of that. I always thought he was just kind of eccentric, but now I think I get it."

When Thunderbolt returned, he was carrying Prism's saddlebags on his back, and had a few more objects carried around him in telekinetic auras. "Alright, this is everything-" He was startled by a sudden hug from Prism Star, leading him to drop most of what he was carrying. "Hey, easy! I'm going to miss you too, dawnlight..."

"Dad, I..." She stopped. What was she supposed to say? That she didn't blame him for her mother's death? That she promised not to die? None of it felt right to say, but thankfully she was spared having to say any of it by Thunderbolt pushing a battered old book into her hooves. "Optics: The Science and Magic of Light and Color," Prism read off of the cover. "By Sunburst, with foreword by Princess Celestia."

"A rare first edition." Thunderbolt ruffled her mane. "They were pulled off of the shelves after the war, replaced by an edition with Celestia written out of them. This... this one was your mother's copy. She was always reading it, and making notes in the margins. She would have wanted you to have it when you were old enough to understand the spells." Prism responded by clutching the heavy book tightly and sobbing into her father's coat. "As for you, Shimmerwing... open that cupboard behind you and take out that metal box."

She followed his direction, pulling from the cupboard a small, rugged-looking locked box that she opened with magic. The moment it was open, the remaining objects Thunderbolt was holding aloft fell to the ground as his horn fizzled out, and Prism felt a wave of nausea and dizziness go through her, nearly falling over before Shimmer saw her distress and quickly slammed the box shut. "Where did you get this?!" she demanded of Thunderbolt.

"The Order found it decades ago, on a diplomatic mission to Queen Heartsong. A-"

"-lost shard of the Black Throne," Shimmer finished with a tone of distaste. "The original one that Chrysalis sat on. When she was defeated, it exploded and the fragments ended up all over the desert. And you brought one here?"

"It's in a shielded container! It's perfectly safe!"

"Look at what it did to Prism!"

Prism growled defiantly at this and turned around to face Shimmer. "I'm fine! Don't bring me into it like I'm a helpless foal!"

"I... Ugh!" Shimmer groaned. "I didn't say you were helpless! But you are a foal, and your body isn't strong enough to handle the disruption to your magic!"

"Girls!" Thunderbolt's sharp tone stopped the argument in its tracks. "So long as it is in that sealed box, it will be safe. But you'll need every advantage that you can get, and changeling magic will be the last thing anypony expects."

"It's cursed, Thunderbolt!" Shimmer glared.

"There is no such thing as a curse! Curses are just smoke and mirrors meant-"

"Yeah, yeah, yeah, real magic comes from within and curses are just superstition, I think I understand changeling artifacts better-"

"ENOUGH!" Prism stopped both of them with a blast of red light that knocked both adults to the floor. "What does it even do?"

"It absorbs magic," Shimmer said as she picked herself gingerly off the floor, folding her iridescent wings back up under her shell as she stood. "Anything that isn't changeling magic. Unicorn magic, pegasus flight, dragonfire... once upon a time, the queen of the changelings sat on a great big throne carved from a single chunk of this dark stone, imbued with enchantments supposed to be as old as changelings ourselves." She held up the box with her magic, looking at it with an expression of distaste. "When Thorax and Starlight Glimmer overthrew Queen Chrysalis, the throne shattered and released all of its stored magic at once... An explosion that nearly destroyed the hive. In the years after, a new throne was carved, but it was never as strong."

She sighed and paused for a moment to collect herself. "I know you're going to say this is ridiculous, and there's no such thing as ghosts, but we have a very old story. When Thorax and Starlight overthrew Chrysalis and reformed the changelings, they offered to help her. They offered the defeated queen love and friendship, but she refused and swore vengeance. But she never got that vengeance- every time she tried, Princess Twilight and her Companions defeated her. Changelings say that Chrysalis knew ancient dark magics, that she kept her spirit alive long after her body withered and died. We say that the original Black Throne absorbed more than outsider magic- it also absorbed her malice and her hate, which is why we think the Reformation shattered it." She put the box down with another sigh. "One day she'll be back. She'll try to get her revenge on ponies, and on the changelings who followed Thorax. And when she calls, the shards of her throne will answer."

"Shimmer..." Thunderbolt approached her, putting a hoof around her and then pulling her into a hug. "It's just a story. Queen Chrysalis died a thousand years ago. The queen who banished you may be calling herself Chrysalis II, but she's just a pale imitation of the real thing, and those shards won't be answering her call or anypony else's."

"I know." She took a deep breath, and smiled as Prism Star came in to hug her too. "At least, I should know. But I can't help still believing. I... I know it's stupid, but I'm still scared, and the thought of it keeps me up at night sometimes." She laughed softly at herself and hugged her family back. "Look at me, Prism. I'm supposed to protect you from a real threat and I'm over here scared of an old pony tale."

Thunderbolt stepped back from the hug and handed over a pair of saddlebags with the beetle cutie mark of Shimmer's pony form, which she put on after changing back. "I kind of miss having wings again already," Shimmer said with a laugh.

"I imagine. Flying is... well, let's just say that when I first learned to manipulate clouds, it took quite a bit to get me back down.." Thunderbolt laughed back and slid a cloth-wrapped parcel into Shimmer's bag. There was something about it that felt... odd to her. Just the proximity made her heart feel lighter and chased away the specter of frightening old tales. The idea of Chrysalis returning suddenly felt like a bad joke, one that she wanted to laugh at for being ridiculous rather than for being funny. "I want you to take this with you as well. You've always laughed at everything. You use laughter like armor- you laugh at yourself for being afraid, you laugh at others so they won't get too close, you use it to distract Prism so she won't notice the world arrayed against her. But there's more to laughter." He pressed a hoof to her chest. "The feeling in your heart right now isn't just humor. It's hope. I want you to keep laughing. I want you to bring light, and humor, and most of all hope, into darkness."

Everything suddenly clicked for Shimmer, and she pushed Thunderbolt away before starting to root in her bag. "I can't- no. I can't take this, you need to-"

Thunderbolt interrupted her by canceling out her magic with his own. "I need to give it to you. I have a feeling that you're going to need hope. The spirit of harmony summoned you two, of all ponies, after five hundred years of silence. It spoke to you in person- that spirit didn't even appear to Twilight Sparkle herself. I have a feeling that this is the most important friendship quest that the map has ever given, and you're going to need the Element of Laughter before it's over. Even without the others, it's still a powerful artifact." He pressed it back down into her bag. "I've also packed you lunches, and arranged for you to have tickets on an airship to Las Pegasus. When you get there, I want you to check in with the Order house there- tell Master Peregrine that Thunderbolt wants him to hear a good joke." Shimmer nodded at the precise instructions and gave the old man one last hug before prying a still-crying Prism Star away and making sure the filly had her own bags ready to go. "And Prism... don't be afraid. You're already so much like your mother, and you're growing up so fast. But don't grow up too fast." Thunderbolt hugged his daughter tightly, one last time. "One last thing... Make some friends. They might save your life."

Chapter V: Five Tickets to Paradise

Midnight Shine
**10 Hours After Shieldfall**

Midnight woke up with the mother of all headaches, laying on what felt like a wooden pallet. When he opened his eyes, the first thing he saw was his brother, Sour Apple, sitting over him with his rough-cut red mane even more scruffy than normal, along with a skinny red dragon. After a moment, it registered to him that she was the dragon he'd seen with Sour Apple in the bizzare series of visions he'd had after his encounter with the Princess Luna from an alternate Equestria... a concept that he decided to shelve for the moment, considering that his head and horn hurt enough as it was.

"We are now one hour from arrival at Ponyville Air Station." The voice was a stallion's, but tinny as though from a speakerphone, and oddly muffled. "Passengers in the Luxury and Economy class will soon be able to see the spires of Ponyville Castle from the port bow."

"Where..." Midnight coughed a little and his brother put a hoof on his muzzle to silence him.

"Easy kiddo. Talon here was scared you wouldn't wake up." This lead to the dragon scoffing and muttering that she didn't really care, but Midnight noticed a slight flush under her scales. "You had a really crazy experience. I've never seen anything like it. You-"

"You destroyed everything!" Talon laughed gleefully. "The Finders, the windigos, all of it! I mean, until you collapsed."

Midnight felt the blood drain from his face. "I... I what? I..." He trailed off as he remembered what he had seen towards the end of his visions - murder and mayhem, radiant power, beams of pure moonlight... "That was... that was real?" His face took on a cast of horror as the realization came to him in slow, sickening waves. "I... Oh, Celestia, I killed..."

Sour Apple quickly pressed his hoof back to Midnight's muzzle. "Don't- don't think about it. Okay? Whatever you did, you did what you had to. They were going to give you to the Queen. Do you have any idea what she would have done with you? Six Point told me-"

"I don't care what Six Point told you!" Midnight quickly found his hooves under him as his horn flared with anger, pushing Sour and Talon back onto their backsides with a wave of silver energy before he fell back forward onto his belly with a groan. The accidental spell had drawn a flare of pain from his horn, and now it was throbbing like it was going to fall off. "I... ugh... I killed those ponies, Sour." He sniffled. "I know what you're trying to say, but those were ponies with, with families and lives, and I just... I just ended all of that."

"Well, they knew what they were getting into," Talon said. This drew sobs from Midnight, and Sour Apple glared at her as he took the younger colt into a hug.

"Don't you have someplace to be?" The earth pony asked pointedly. Talon threw up her claws and left in a huff, while Sour rubbed Midnight's head gently. "You look pretty terrible, Midnight. Do you feel like talking about what happened?"

The younger boy sighed. "I'm not sure I understand what happened, Sour. I..." He hesitated, trying to figure out where to start. "Alright, so after you left, I decided to go to the market for a bit. I know I'm not supposed to," he quickly said, putting a hoof up in a defensive gesture, but Sour didn't seem interested in admonishing him and instead made a gesture for Midnight to continue. "I got caught. The Finders chased me into an alley, and then I learned I could teleport, but then I got caught anyway because they had pegasi."

Sour interrupted him here. "Wait, you teleported? That's amazing! That's the most powerful magic you've ever done! That's something most grown unicorns can't do!"

"That's not the point!" Midnight snapped at him angrily, then started crying again fresh. "I... I'm sorry, Sour... I'm sorry, I didn't-"

"Shhhh..." Sour Apple rocked him gently back and forth. "I'm sorry I interrupted, keep going."

Midnight Shine took a deep breath before he continued. "I woke up in a cell uptown, in the part of the city where ponies don't like to live anymore. I think it might have been an old police station. And then I saw some stuff I don't really understand. I saw some kind of vision of Princess Luna, from like... another world, or the dream realm, or something like that."

"The what?" Sour Apple looked confused. "Um... nevermind, I'm sorry. Keep going."

"Yeah, I don't really understand it that well either. She... kind of tried to explain it, but a lot of it went over my head. She, um.. .she put her hoof into me. Through me. And then I saw a bunch of really crazy stuff that I don't understand, including myself..." He took a breath to try to keep from crying again, only half succeeding. "Myself hurting all those ponies and fighting the windigos. And then I saw you, and then I woke up here. What happened? Were there really windigos?"

"Well... yeah. The shields went down in almost every city, for hours. A lot of ponies froze and... you know." The teen sighed. "When we came up from the job, we ended up uptown too, pretty close to you. That was the first time we saw that the shield went down. And you were there fighting. Your... your eyes were glowing, pure white, and there was light coming off you like I've never seen before. You looked like a hero out of some old story, bro." He chuckled and ruffled Midnight's mane as Talon returned. "And then... I think your horn overloaded. Something like that, I don't know... it was crackling with lightning, and then your aura just flickered out. You fell into the snow and we had to go save you."

"We? You-"

"We both saved you." Talon gently punched Midnight on the shoulder. "Don't get a big head. I kind of owed your brother."

"What happened? I mean, with you two. You seem really... tight now. Even though you just met."

The two older creatures exchanged a knowing look. "That's... a pretty long story too," Sour said. "I'll let Talon start off, while I get you some food."

He left with a kiss on the top of Midnight Shine's head, and Talon sighed and settled in. "OK, so we were on this job to raid an old vault, from some private collector who abandoned it centuries ago. Bunch of other ponies, all super organized." She made a waving gesture with one claw. "And we were going to go in last, after they got to the vault. We're both small and fast, so we were going to get around the last of the defenses and shut the place down so the others could get the goods..."

Talon
**30 Minutes Before Shieldfall**

The dragon walked behind her new friend quickly down the low hallway. They'd just climbed down the elevator shaft after a massive earth pony carrying an electric lantern in his mouth. It was time for their part in the heist. The hall was littered with the remains of ancient, half-crumbled clay golems, their limbs broken and their crystal animation cores shattered like tiny sapphires all over the floor.

"I guess Black Cherry was right to bank on golems." Talon patted Sour Apple's back.

"I hear she's usually right," he replied with a nervous expression. "She's pretty calculating.."

"What's that supposed to mean?" The dragon stepped gingerly over the legs of a badly hurt pony who was currently being healed by a unicorn.

"Well..." He hung back a little to bring his head closer to her, so he could take a quieter tone. "It means we need to be careful. I have a pretty good sense for danger. It's what's kept me around this long. And right now that danger sense is telling me that something is not right... but I can't figure it out yet. I feel like, um..." Sour Apple gestured vaguely with his head as he struggled to articulate what he was feeling.

"Like... this is too good to be true," Talon finished for him. "If she wanted agile, why not a pegasus? No offense."

"No, you're right. Maybe... Talon, have you ever been on any jobs like this before?" She shook her head at this. "See, neither have I. Why get two creatures with the least experience to do the most important job? I can't figure it out yet, but just be careful."

By the time they reached the vault, it had already been blown open with blasting charges. The ground was littered with big pieces of twisted shrapnel that the two of them had to carefully step over and around to avoid.

"Now what?" Talon asked.

"Now... now we go in. And we get ready for things to go wrong."

Midnight Shine
**10 Hours After Shieldfall**

"So... did they go wrong?" Midnight Shine cocked his head at Talon.

She laughed in response. "Yeah. Yeah, they really did. The security was pretty tough to get around, sure, but your brother can really move when he wants to. That's not where it went wrong, though."

Midnight was about to ask what happened when Sour Apple returned, pressing a foil-wrapped sandwich into the younger pony's hooves and then pressing a hoof to Midnight's forehead and then his horn. "Wow.. you still don't seem very well. You're burning up, Mid. Even your horn feels hot." Sour sighed. "I don't get it. Maybe when we get to Las Pegasus we can afford to take you to a doctor."

"You spent half our bits just getting us onto this airship," Talon grumbled. "All for this 'pony on fire' stuff."

This caused Midnight to nearly choke on his cheese sandwich and sit upright suddenly. "Wait... 'pony on fire'? How did you know about-"

Talon interrupted him with a harsh laugh. "You talk in your sleep."

Sour Apple gave her a reproachful look and then returned his attention to Midnight. "Yeah. You kept talking about a pony on fire, said we had to go to Las Pegasus if we were going to save her. I don't really understand it, but you seemed really intent on it. And after what I saw at the police station, I think..." He sighed. "There's always been something special about you, Mid. And it's not just your special talent - you've got good instincts, too. If this is important to you, then I'll follow you anywhere."

Midnight looked over at Talon. "And... what about you? Why are you following with this?"

"Your brother saved my life." She huffed softly. "Dragon Code, I owe Sour a life. I help you two help this mystery pony and we're even."

"Huh... Well, I guess I can respect that," Midnight said after a moment. "How did he save your life?"

"Well... here's what happened when we got into the vault."

Talon
**15 Minutes Before Shieldfall**

"Well, showtime." Sour Apple chuckled a little bit and stepped forward , though he just took a few steps before Talon grabbed him.

"Hey, careful. Pressure plates." She pointed at the ground, at a line of slightly raised tiles.

"Yeah, thanks." He looked back and then carefully stepped over them. "Who knows what could have happened... Let's take this slow. Even if we are surrounded by amazing treasure." The room was only dimly lit by what remained of the electrical lights, but everywhere they could see the glitter of gold and gems. Talon greedily started pulling a small pile of gold bits into a bag while Sour looked at the leads from the pressure plates, following them to the wall. "These look like beam gems - I remember from the briefing. No way to disarm them without a unicorn." He shook his head. "Thanks for the save. These would have sliced me apart.."

"So it's the same as we thought going in. We find whatever generator is still providing electricity and we turn it off." Talon cinched the bag onto a strap that she threw over one shoulder.

"I'd talk about how you're already skimming, but I'm really starting to get a bad feeling that we're not getting paid. I... think we might not be heroic treasure hunters so much as test dummies."

Talon looked at Sour Apple skeptically. "I know we agreed we don't trust Black Cherry, but..." She stopped talking when she saw the horrified look on his face, and followed his wide eyes to look behind her shoulder, and took on the same expression when she saw a massive golem. "You're... you're not fireproof, are you?" Sour Apple shook his head in response as they stared at the golem. Its roughly segmented clay body was formed in the shape of an adult dragon, easily as big as twenty of either of the two kids staring at it, and many of its segments were covered in what looked to be iron plates. There was an odd contraption mounted where its mouth should be, and Sour had a feeling that this thing probably could breathe fire just like a real dragon.

"We should... probably run."

Midnight Shine
**11 Hours After Shieldfall**

Talon was interrupted by the PA blaring out in the canned voice of a bored stallion, "We are now arriving at Ponyville Air Station. All ponies disembarking should exit on the port side of the ship." Midnight looked around, and now that he was getting a good look at where they are, they were in a hold surrounded by crates, and maybe a handful of other ponies.

"So why are we in here with all the cargo?" Midnight asked.

"Well, tickets on a ship like this are expensive." Talon shrugged and sat back. "Air travel is safe, and safe means valuable. But we had to get you to your 'pony on fire', so..." She paused for dramatic effect. "We paid maybe a third of what we would have paid for actual tickets to instead bribe somepony to let us hang out down here."

"It sounds like you really didn't get out of there with much money."

"No, we really didn't," she said with a shake of her head. "I got my bits, and while we were fighting, Sour got hold of this really valuable-looking choker and-"

Midnight tried to sit upright at this but then groaned in pain and laid back down quickly. "Ugh..." He shook his head. "Sorry. You said a choker?" He tried to think as Talon nodded with a look of concern. "Heavy, solid gold, huge ruby in the shape of a lightning bolt?"

"I- yeah." She looked surprised. "How did you know?"

"I... I saw it when I was having those visions, Sour was wearing it and... and loyalty... and rainbows... rainbooms?" He scrunched up his face with the effort of remembering the details, while Talon looked at him like he was crazy.

"Rainbooms? What's a rainboom?" She grabbed the swaying foal by the shoulder and shook him gently. "Hey- hey! Stay with me, kid. Don't start babbling again."

"I..." Midnight stopped, and took several long, deep breaths. "You're right. You're right. Tell me about the dragon thing."

"Alright," Sour Apple said. "I'll take it from here - Talon mostly spent the encounter running."

Sour Apple
**10 Minutes Before Shieldfall**

They ran, stringing the dragon through the vault and often just barely avoiding the traps. Their first idea was to head back to the entrance, but they quickly found themselves cut off - the moment the dragon first roared in its mechanical voice, the ponies outside had barricaded the door as best they could. So instead, Sour and Talon split up and ran in different directions, Talon yelling to try and draw it off- she was fireproof, after all, and Sour Apple wasn't. It worked at first; all the golem saw was noise and movement, and as it melted the room's many treasures with its gouts of fire, Sour Apple slipped away and started looking desperately for anything that might help. But there wasn't anything he could see. There were gold bars and bits everywhere, priceless gems, long-forgotten works of art and first editions... but no weapons and no apparent ways out.

"Hurry up!" He could hear Talon from the far side of the huge vault, her shouts echoing off of the domed ceiling. "The beam gems aren't hurting it and fire just made it more mad!"

"I'm trying! There's nothing useful!" That was when he spotted a glint of bronze from the corner of his eye and ran for it- one thing that he'd learned very well as a cheat was how to tell gold from baser metals at a glance, or the other way around. The only thing made of bronze that could possibly be valuable enough to keep in this vault had to be a weapon, or armor, or... or a shield. Sour Apple skidded to a halt as he saw a tall glass case with its own internal light still working. A small sign in an elegant hand read, In Memory of COURAGE, and LOYALTY. Flash Magnus (b. Unknown d. 1512) and Rainbow Dash (b. 1485 d. 1519), and in the back of the case he could see that a handpainted backdrop had been set up depicting a dark yellow pegasus in ancient bronze armor, holding a kite shield to deflect a stream of fire- a dented, scorched shield with nocks for a pegasus' wing roots, which hung on hooks in front of the backdrop. Next to the ancient warrior was painted a blue pegasus mare with a windswept shock of rainbow-striped hair and beautiful eyes filled with determination. On her neck was a gold choker with a red gem in the shape of a lightning bolt- the same shape as the rainbow-colored lightning of her cutie mark. That same choker was hanging next to the shield, and as Sour Apple reached to press his hoof against the case, it throbbed with red light in time with his heartbeat... somehow slow and steady despite his fear.

As he stared into the light, the noise of the battle behind him seemed to melt away and take his fear with it. Of course he would fight the fake dragon. Talon was his friend now, after all, and what was fighting a dragon for your friends? It didn't matter that he didn't have a plan, because he had to try. In that light he saw the answer to his problems in the form of Flash Magnus wielding his shield - he called it the Titus - against the dragons. Everyone thought his friends were lost, but Flash had to try, even if trying was insane, because he could never leave them behind. In the light, he saw ponies battling Nightmare Winter - they were losing and dying and the princess of friendship - her name was Twilight Sparkle - was bound in chains. Rainbow Dash couldn't alter the outcome but she could stay loyal and she could fight, and Sour Apple saw her sacrifice herself so that the others could escape. Somehow he knew that the light he saw was the strength of Magnus' courage, and the power of Rainbow Dash's sacrifice, and in between he saw Celestia and Luna standing up to a patchwork despot called Discord, and he saw monsters walk right out of the old pony tales to be defeated by Rainbow Dash and her friends- Chrysalis and Tirek and the Storm King. It was calling him, tugging on his heart and demanding that he add his own stories of valor to its litany.

Sour Apple's reverie was interrupted by a scream of pain from Talon, and he quickly turned around and bucked at the glass with his back hooves, shattering the case and starting an alarm that was met with a roar of fury from the dragon. Too late for second guessing now. It was time to act. He put the choker on, feeling a rush of warmth and strength into his limbs as he did so, and then grabbed the shield, slinging it over his back and running towards the sound of the thundering dragon golem.

Midnight Shine
**11 Hours After Shieldfall**

"Wow, that's incredible. It's just like I saw in my visions." Midnight Shine sipped at a cup of water Talon had gotten him as his big brother checked his temperature again.

"That's nice to know, I guess, but I could do with less accuracy if it meant this fever would go down. It's like you've gotten sicker than I've ever seen, in just hours, and I have no idea what to do." The earth pony sighed. "I'm... I don't know. Ponyville has a big magic school, right? Maybe we'll get lucky and some wizards boarded the ship while we were there. I know it's a long shot, but this has got to be some kind of unicorn thing, and I have no idea how to help you." Sour Apple kissed him on the head and went back to the upper decks as Talon continued the story from her perspective.

"So there I was, right, fighting that big fake dragon- well, if I can be honest with you, kid, it was mostly running away from the big dragon. I might be fireproof but that thing had claws as big as you!" Midnight shuddered at the thought of that. "Im just about cornered, and that golem is breaking or melting everything. But then your brother shows up. He's got a big, garish ruby around his neck, and he's flailing around with this shield strapped to one of his forelegs, and I think that he's going to get burned alive for sure. The golem spits this big burst of fire out of the weird tube where its mouth should be, but then Sour holds up that shield and it just bounces right off! It didn't just go around the shield or something like that, it bounced right off and hit the ceiling!"

"Wow," Midnight managed to exclaim weakly. "That's actually really cool."

"Hey, I'll let you get away with the weak cheering this time because you look like you're dying." She put a hand on Midnight's chest. "Serious note, please don't die. Not until your brother gets back at the very least." Midnight returned this sentiment with a laugh that turned into a racking cough. "That really didn't sound good. Are you sure you don't want to just go back to sleep?"

"Tell me the rest of the story, please. So he fought the dragon but how did he beat it."

"Well..." Talon rubbed the scales of her neck and flicked one of her wings. "Truth be told, I didn't really see all of it because they were both moving around so much. Sour was able to get in close where the dragon seemed to have trouble hitting him, and I saw him trying to jam the pointy end of the shield in between its armor segments. He, um... he sort of pried them open like the shield was a crowbar and he stuck his hoof inside of the gap. He must have hit the soulstone, I think. It just shuddered and fell apart after, and I flew in and grabbed Sour before he could get crushed."

"And then what happened?" He tried to sit up but Talon forced him back down. "What happened to the choker? I saw it in my visions and I think it's really important."

"We still have it, don't worry about that. I just want to sell it myself, but your brother seems obsessed with it. I think he was going to die rather than give it up."

"Why would he have to? It was that Black Cherry you mentioned, wasn't it?"

"She cornered us in the vault after we killed the golem. They were waiting to see what would happen... sick-" She said some words in the Draconic language that Midnight didn't understand and felt were probably best not repeated. "The shield was out of reach, but Sour still had the ruby. She was with..." Talon made a look of disgust. "She had Finders."

"Finders? They came for me too!" Midnight shook his head. "That... that can't be a coincidence, can it? They must have known about me and Sour, and-"

"-and made a deal with her." Talon's orange eyes were filled with hate. "The whole thing was a trap. She sold us all out so that the Finders could get that thing- they called it an Element of Harmony - and you. If she wasn't already dead, I'd be tempted to kill Black Cherry for that."

"Talon..." Midnight put one of his hooves on Talon's hand. "That's what they do, though. They turn ponies against each other. They don't care how much hate they spread if it'll get Nightmare Winter what she wants. Don't... Talon, don't let them do it to you, too."

"How can you say that?!" Talon looked incensed. "Listen, you're still pretty young- I don't expect you to understand these things. But just because we don't follow the law doesn't mean we don't have our own rules, our own honor! Midnight, every pony that went on that treasure hunt- every single creature except for your brother and me - they are all dead or worse. And it's all because Black fucking Cherry sold out to the Finders!"

"She didn't have a choice!" Midnight came as close as he could to yelling with his hoarse voice, clambering unsteadily to his hooves. "They would have killed her or her family if she didn't!" It dimly registered in the back of the colt's mind that it might be unwise to spend so much energy defending a pony who tried to hurt his brother, but he knew the chaos that Flurry Heart's Finders left in their wake. "If you're going to hate anyone, hate them! This is what they do... They bribe and they threaten and they take hostages. They trick or force ponies into doing the queen's bidding. They spread hate and anger and fear just because they can! Talon... you're a good dragon. You're honorable and you're honest, and I know how angry you are that you were betrayed."

The dragon shook her head. "You don't know me, kid."

"I know... I know that you'll make the right choice when the time comes. I've seen it." He sighed. "You won't believe me until it happens, though. I saw that, too."

Prism Star
**11 Hours After Shieldfall**

Prism Star stood on the top deck of the airship, propping her front hooves up on the railing for a better look around the oblong balloon above them; the filly was wearing her school robes and wrapped up in a too-big pink scarf that flapped in the bitingly cold wind, and where most of the passengers on the deck were looking out at the land passing under them, Prism's wide, round eyes were directed up at the sky, and the round yellow sun that was slowly descending towards the horizon.

"Um, Prism, dear..." Shimmer nudged her on the shoulder. "Don't stare at the sun. I feel like I probably shouldn't have to say that."

"I can't help it. It's so... pretty." Prism sighed and laid her head down on the railing. "I can't believe I never noticed how pretty the sun is."

"Ponies are going to think you ate a weird mushroom!" Shimmer hissed into Prism's folded-down ear, looking around nervously at the other passengers. "We're supposed to be blending in!"

"But... but Shimmer, it's like it's calling me..." The filly closed her eyes and channeled magic into her horn. "I'm... I'm going to touch it."

"Touch... WHAT?!" Shimmer quickly smacked Prism's horn to cancel out the spell before grabbing the unicorn to pull her aside. "Are you crazy, Prism?"

"I'm not crazy!" Prism glared defiantly up at Shimmer. "I'm clearer than I've ever been! Shimmer, if I'm really some sun pony or whatever, then I have to, I have to-" She stammered a little in her anger and Shimmer sighed.

"I know, but... not here, okay? This won't be your only chance to bond with the sun, or whatever you're trying to do, but right now it's too dangerous. Did you even think through what could happen if you succeed? What happens if you get a sun cutie mark right now in front of every pony?"

"A sun cutie mark? Hey, are you-" The colt who was speaking quickly fell silent as Shimmer rounded on him, her horn glowing brightly and casting a menacing green cast over her glaring face.

"I would consider very carefully what you're going to say about my sister. In fact, I would be careful about saying anything at all," Shimmer told him quietly.

"I... I'm sorry..." He gulped nervously but stood his ground. The earth pony looked about the same age as Shimmer, with pale green fur, sloppily cut red hair that came down his head and neck in a shaggy mess. His yellow eyes betrayed his fear despite his stoic, square jaw, and Prism could see the cutie mark of a green apple with a bite out of it. She wanted to nudge Shimmer and point it out - it was one of the symbols they'd seen over the Cutie Map - but it might not be the best time. "I won't make trouble, I promise. Are you magic students?"

"Yeah," Prism said. "We're going from Ponyville to visit family."

"Well, um, I need your help." He looked between the two of them nervously, and Shimmer sighed at him and doused the magic in her horn.

"Listen," she said. "I don't know who you think we are, but I think you have the wrong ponies. Like my sister said, we're just going to visit family and we want to go back to our cabin and have our trip in peace."

"N-no! Please!" The colt stepped to block their path, earning him an angry growl from Shimmer that made him tremble. "Look, um... um... Look for a spark when the night is darkest!"

Shimmer slammed the pony against the wall, drawing a shout from Prism. "Hey! Stop it! What happened to blending in?!"

"Who told you that?" Shimmer asked, ignoring Prism's protests. "You get one chance."

"The pony who gave me my brother! He said if I ever met anyone from his order I'd know it from that phrase!" Shimmer dropped him in surprise, and he gasped for breath. "My... my brother... he's sick. I... I saw the way your sister was staring at the sun, and I thought she must be special like my Midnight, and if that's true then you must be with that pony's order, because you two are definitely not blood sisters, and if that's true then maybe you can help Midnight!" He gasped a little more after getting all of this out. "I'm Sour Apple, by the way. Six Point - that's what I call the pegasus who gave me Midnight when he was a foal - he said that if Midnight was in trouble I should look for a pony with a brand like his and say those words to them."

"Sour Apple, what did that brand look like?" Prism asked curiously, putting a hoof on Shimmer to calm her.

"It was a six-pointed star."

The two females exchanged a knowing look before Shimmer said to Sour Apple, "Where's your brother now?"

******

When the three of them reached the hold, Talon was explaining to Midnight in graphic detail how windigos had been attracted by the fight between Sour Apple and Black Cherry - for his part, the colt seemed a little nauseous from the depiction. "This is my little brother, Midnight Shine," Sour explained. "And the dragon is Talon. She's been with us since the shield fell." He gestured towards the girls for the sake of Midnight and Talon. "Midnight, Talon, these two are Shimmer and Prism Star. I told you I'd find some wizards, little bro."

Shimmer rolled her eyes at this and stepped over to examine Midnight. "Hmm. Look at the cutie mark, Prism."

Prism came up to Shimmer and responded in a tone just over a whisper, "A full moon. Just like we saw." She shook her head. "Apple... moon..." She glanced at Talon. "Claw... this is a really weird coincidence. So what do you think is wrong with him?"

"I don't know, I'm not a doctor." Shimmer shook her head. "But we have to do something."

Prism knelt down over Midnight. "Hey, you don't look too good. Want to tell me how you're feeling?" She leaned into look at his eyes closely, but fell back onto her rump with a yelp as a spark of energy arced from the tip of Midnight's horn into hers. "Ow... what the hay, you jerk?"

"I'm sorry!" Midnight whined in pain. "That hurt for me too, I didn't do it on purpose."

Shimmer leaned in to look at Prism's horn with an expression of concern. "Might be an energy overload of some kind. I've read about it, but never actually seen it- That's when a unicorn takes in more aetheric energy than their body can handle," she added with a glance at Sour Apple. "Do you know how it happened?"

Sour Apple shook his head. "He didn't say how. He went missing, and all I know is that when we found him, he was-"

"-kicking butt," Talon finished with a grin. "Beams of light everywhere, lifting automobiles, holding off wendigos and Finders. He was awesome for such a little guy."

"Wow... you did all that?" Prism's mouth was gaped open a little, and Shimmer shut it gently for her.

"You'd have needed a massive amount of aether to do that..." Shimmer said thoughtfully.

"Or another source of energy," Prism noted, her eyes lighting on Midnight's cutie mark. "Can we help him?" she asked Shimmer.

The older filly considered this for a few moments, sitting down as she looked over Midnight, and then looked at Sour Apple and Talon. "I... I think... I might have an idea. But you guys can't be around for it - that's the only thing I want from you."

Sour looked about to protest, but then looked at his brother and just sighed. "Fine. Just... fine. Come on, Talon." Talon gave Shimmer a threatening glare before following Sour away from the others.

"Alright, um... listen, Midnight... I'm not going to lie to you. This is probably going to really hurt, considering the state you're in. But I think it's the best way to help you. The normal thing we'd do to treat an overload would be to have another unicorn siphon some of the energy out of your body and into theirs. But you've taken in so much energy that it wouldn't be safe for me or Prism to try that."

Prism looked up at her. "The shard? I... I don't know if I can be around that thing."

Shimmer ran a hoof down her mane. "You have to try, okay? If he can do it in his state, you can."

"What shard?" Midnight looked alarmed. "What exactly are you going to do to me?"

"Well, the shard we're talking about is an ancient artifact that was dug up in the north," Shimmer explained in the vaguest terms that she could. It probably wouldn't be very reassuring to Midnight if she mentioned changelings right now. "It... it drains magic and magic energy. So my idea is to have you light your horn. You know a basic light spell, right?" Midnight nodded at this. "Good. Just keep casting that, and the shard will siphon off your magic. It's... probably going to hurt, just because the flow of aether in your body is so messed up."

Midnight took a couple of deep breaths to stay calm. "Alright..." The colt lit the tip of his horn with a little whine of pain, and Shimmer took the small metal box out of an inside pocket of her robe.

"Just keep channeling, Midnight. Ready? 3... 2..." Without waiting for one, Shimmer opened the box and the light was immediately extinguished as silver energy flowed from the tip of Midnight's horn into the shard like mist caught on a gust of wind. "Keep it up," she said to the colt who was currently writhing on the improvised bed.

"It... it hurts," he groaned. "My horn feels like it's going to explode!"

"Your horn isn't going to explode," Prism managed. She'd flopped down beside Midnight and was panting slowly to try and control the waves of nausea rippling through her body as the black shard's proximity disrupted her normal energy flow. "Uuuugh... I might throw up, though. Please get done quickly."

The colt cried out in pain and Prism quickly put a hoof over his mouth to muffle it. "Just... just hang in a little more. I know you can do it." Her skin was crawling, and she could feel her tail twitching in unconscious annoyance.

Midnight's breathing was quickly becoming slower and more shallow, and after a few more moments his eyes closed and he went still. "Um... Shimmer," Prism started.

"I know. I know!" Shimmer quickly put away the shard. "You, we, um... let me think." She controlled her breathing and tried not to panic, but Prism could feel a faint tickle of Shimmer's fear somewhere in the back of her mind that certainly didn't help her own feelings. With what was going on, it didn't even register with Prism to question why she was certain the feeling was coming from Shimmer. "Alright, we need to get him breathing again. Prism, you're going to have to give him mouth-to-mouth."

"What?! No!" The filly shuddered at the thought of pressing her mouth to his. "Isn't there some other way?"

"Just do it!" Shimmer glared and pushed down on Prism Star, and Prism sighed before taking a deep breath and pressing her muzzle to Midnight's.

'Don't think about it, don't think about it,' Prism thought frantically, but of course that just made her think more about the fact that she had her lips pressed against a colt she just met. She came up for air and then went back down to breathe into his mouth again.

"Alright, now you need to jump-start his body's magical energy. Use Boro's Lesser Sparking, send some electricity into his horn."

Prism nodded as she came back up and summoned the energy to her horn, before sending a spark into Midnight's horn - and then everything seemed to happen at once. Midnight suddenly sucked in air as he woke up, and Shimmer stomped her hoof excitedly, telling Prism that she was proud of her for managing to do it- but the words barely registered, blending together like the sound of raindrops falling on a roof. Instead, what Prism noticed first was a surge of painful feedback as her horn brushed against Midnight's, and then her eyes met his, and then her gut fell into the floor as she felt like she was falling.

Prism fell through his eyes into utter blackness, and suddenly hit the floor with a painful thud. She was sitting in a huge, lushly appointed room- a massive throne of ice and crystal rose at the top of a flight of steps, and the alabaster marble of those steps was covered by a long, dark blue carpet that ran from the throne to a pair of huge ebony doors on the other side of the long hall. The walls were studded with tall, arched windows covered in a webwork of ice, and along them stood guard ponies in black and violet scale-mail.

And on the throne sat the Queen, who Prism had previously only seen in portraits and on the face of Equestrian bits. She was a tall, white alicorn with wide wings and long pink and purple hair that flowed in wide curls under an elaborate crystal crown. Most of her form was covered in a long, shimmering gown, and the overall effect of her appearance was nothing short of beautiful. But Flurry Heart's benevolent smile didn't quite make it up to her eyes - cold blue eyes that drove a wedge of ice into Prism Star as the alicorn seemed to look through her and towards the opening doors.

"My Queen," cried a terrified-looking herald pony from the doorway. "It- it is my pleasure... t-to present the Princess P-prism Star," she stammered before stepping aside.

'Prism Star? But... but I'm standing right here. What is she talking about?' Prism thought, and she opened her mouth to shout, to declare her presence despite her terror, but nothing came out and the will to say anything died in her throat as a gangly pony only a head taller than her stepped through the door. She was... the only way to describe her was terrifying. Her white coat was marred by streaks of orange, and she wore a light breastplate and barding enameled with orange and detailed in gold. The pony's orange mane flowed like fire around her long horn, and it took Prism a moment to realize that her mane and tail were both made of fire somehow- as were her alicorn wings. Prism saw her own green eyes over a leering mouth of sharp, predatory teeth. 'That can't be me, that can't possibly be me,' Prism thought to herself as she quailed in terror.

"I'm so glad you decided to join us, my dear. Guards, leave us," Flurry Heart said, and as soon as the guards and the herald had gone, and the doors were shut, the queen began to transform herself with the mirage shimmer of a glamour being dispelled. Her true form was clad in dark armor and a purple cape that flowed over her hindquarters, her mane was hidden by a black helmet, and her mouth was full of the same predatory teeth as the newcomer, but the eyes were unchanged- the same cold blue of her illusory form. This... this was the real queen. This was Nightmare Winter.

The flaming filly began to speak, but her words were muffled and indistinct; Prism suddenly felt a heavy weight on her ears, and felt like she was watching the scene from deep underwater. "Now, now. We don't want any spoilers," a smug, sneering male voice said behind her. Prism turned around and saw the most bizarre creature standing behind her on two mismatched legs- one the leg of a dragon and the other that of a pony. His long, sinuous form seemed at once snake and horse, and his crossed arms were the talons of an eagle and the paw of a lion. His face was so much like a pony's, but he had two mismatched horns, his sneering mouth was full of fangs, and his orange eyes were filled with more malice than Prism had ever seen in her life. "As amusing as your distress is, you shouldn't be here."

Prism was dimly aware of a duel going on behind her, fire and ice meeting in explosive violence, but the strange creature in front of her seemed the greater concern. "What are you? And where am I? Am I dead?"

"What? Oh, of course you're not dead. You could be looking at the future... or maybe another world far away... or it might just be a dream. Oh, but it is wonderful, isn't it? You ponies tearing each other apart just like I know you always will - you've made me stronger than ever." He grinned cruelly. "I am Discord, after all."

"You're... what?" Prism gave him a nonplussed look. "How can you be discord? That's... that's some kind of emotion or something, it's not a creature. Discord is a metaphor for what happens if ponies don't work together or something like that."

"Is that what you were told?" He popped out of existence and re-formed inside one of the windows on the other side of the hall, forcing Prism to run across the fight to keep up. Thankfully, the roaring flames seemed to pass right through her. "Oh, I am very real, my little pony. And as soon as I'm done helping you, I'm going to have some fun after what you ponies did to me."

"What... What did we do to you?"

Discord slithered out of the window to come face-to-face with Prism, forcing her to take a couple of steps backwards. "Your precious queen imprisoned my dear friend Twilight. She murdered my Fluttershy in cold blood. And then your own ancestor Starlight, the last pony I had left to trust, sealed me away for a thousand years to save her own hide! I've lost everything I loved in this world, and soon you'll know what true Chaos is!" He paused and stepped back with a laugh. "Oh, but not yet. It's not nearly time for the fun part yet." He held out his lion paw. "Time to go home, Prism Star. I'll see you again soon." He snapped his finger and the world dissolved in a swirl of color and sound, and then Prism found herself sitting over Midnight Shine once again; Midnight was looking at her with shock, and Shimmer was looking down at her with concern.

"Hey, are you alright?" Shimmer asked.

"I... yeah. I'm fine." Prism shook her head. "It was really nice meeting you, Midnight. We'll tell your brother you're alright."

Sour Apple
**12 Hours After Shieldfall**

When Sour Apple returned to his brother, he found the colt sitting up in his blankets, sketching with some paper and a pencil. Clearly his horn was working again at least, but Midnight didn't normally draw... "Hey... how are you feeling, Mid?" Sour sat next to his brother and wrapped a foreleg around him.

"Trying to figure things out. I had another vision, and I got one of the other passengers to lend me a pencil and some paper so I could draw what I saw."

Sour looked down at what Midnight was drawing. It was a pony with hair and wings made of fire. "Wow... you're actually pretty good. So is this the pony on fire?"

"I... I don't know. I can't figure out how it all comes together, but Sour... Sour, you know that little filly who helped me?"

"Yeah. She was pretty cute, huh? I bet if you combed your mane you'd even have a chance with her." Sour chuckled and nudged his brother, but Midnight didn't seem to be in the mood for jokes.

"I don't get how, but... it's her, Sour. She's the pony on fire."

Next Chapter: Chapter VI: A Storm of Generosity Estimated time remaining: 4 Hours, 10 Minutes
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