"What do you mean?" he ask her, wary, and a little fearful. "That death was never meant to be a part of this world? That everyone was meant to live forever? You're wrong!"

"No, you misunderstand. Death was meant to exist, death has to exist, you cannot have life without it. What I saw showed me that you, a living, thinking, consciousness, was never meant to be a part of death," Celestia forced herself to stand, the spell had drained so much of her power.

"You are an...error," she paused, searching for a better word. "An anomaly...something that was never expected."

All he could do was shake his head at her. She had to be wrong, this couldn't be the answer he wanted. She'd made a mistake, the spell had gone wrong, something, anything!

"I don't understand," he choked out. "What did you find in my memories? What did you see? Tell me!" He demanded, so desperate, so worried.

"I saw the beginning, I saw death...as it was meant to be. The first soul entered it, and I understood," a deep breath to steady herself.

"Death is not supposed to think, to wonder, to observe. There is no need for it to wish for an understanding of life. Death is only...an instinct, a force," from his expression, she saw that this wasn't enough, so she continued.

"Imagine a great river, powerful and black, its current never slowing. Whenever something in the world dies, their soul drops into the river. It simply pulls them along to where they're meant to go. That is all death was ever meant to be," she explained.

"That can't be, I am the shepherd for the souls, they need me!" he argued back.

"Are you sure about that? You told me that even now, you are everywhere, collecting the souls of anypony that dies. How much of that is simply instinct, rather than conscious thought?"

He wanted to yell, scream at her to stop, but he couldn't. This was the answer he'd been searching for, but why did it have to be so...wrong?

""If...if I was never meant to exist...then why do I? Where did I come from?" he finally asked, hoping for some recompense. He looked so small now, like a young colt, and Celestia couldn't help but pity him.

"When you collect a soul, you gain something, don't you? I saw it with that first soul, a tiny pinprick of light left behind in the black."

"It's nothing, just a vision. I see a bit of their last moments, and maybe a hint of their emotions. It doesn't last, and so many of them are meaningless. With so many souls, I don't even notice most of them." he answered with a shrug.

"But it wasn't, don't you see? Over so many years, so many souls, all of their thoughts, ideas and emotions, their last dying dreams, slowly gathering together in that river. They formed something new...something different. It was an idea...an idea of life," she told him, her voice full of wonder at such an occurrence.

"And that idea...was me?" he guessed hesitantly.

"No...well, no quite," she corrected. "It was...and it wasn't, It was only a concept. The final thoughts of all the countless souls that have passed out of this world could not equate to true life. I didn't understand either, at first, but then I remembered. You were there when my sister and I used the Elements against Discord."

"Why does that matter?"

"The full power of the Elements is enough to trap a god. I think their power managed to affect you, even across the veil. They gave an idea of life the first stirrings of consciousness. You told me that after seeing them, you began to follow me, to try and be a part of mine and my sister's lives."

"So...they changed me," he realized. How could he not have noticed how those feelings of...curiosity, had arisen after seeing the Elements.

"And they continued to change you, you witnessed the Elements three more times didn't you?" Celestia continued to question.

"Yes, when you sealed your sister, when your student and her new friends purified her, and when they resealed Discord," Celestia winced at this, she hated knowing the the problems her student faced were due to her own shortcomings, but he didn't notice.

"Even though you weren't a target, they tried to help you, to give you what you wished for...what you dreamed of..."

"They gave you the ability to realize that you could leave, that could could cross over into this world. They gave you a chance to experience life," she said. "And I am so sorry..."

"And so am I, for wishing for something so...foolish," he growled. "As you so happily explained earlier, such a wish has brought me nothing but pain."

"That is one of the harsher lessons of life. Sometimes...things don't go the way you want, and no amount of wishing will change that," Celestia said sadly, she was well versed in that lesson.

"And what exactly should I take away from this 'lesson?' That all of this was pointless? That I'm pointless? What do you expect me to do?" He asked, so crushed it came out as a dark whisper.

"Keep your promise, return to where you belong and forget the memories you have here. You can't stay, any happiness you found here would only turn to more pain," it was all she could say. She wished there was something more she could do, but what? What comfort could she offer to Death?

"There is pain no matter where I go, don't you understand?" he muttered to himself. He couldn't forget those memories, he could forget anything.

His only choices were to leave, and be forever haunted by his memories. Forced again to watch what he had only just begun to understand

Or he could stay, and find a moment of happiness that would be lost and swallowed by the pain as he watched those he cared for die, as he watched himself pull their final breath away.

How could they even be called choices? They were simply different forms of punishment.

Loneliness and pain.

He looked up, and he saw the expression on Celestia's face.

She pitied him, pitied the lonely Death.

How could she not? He wasn't supposed to exist, he was never meant to know friendship or love.

She knew he had no other options.

He had to choose.

"No!" he screamed, reaching out to try and find something that could help him.

He found the veil.

It tore apart so easily in his grasp, and the force threatened to pull him through, but he refused. He dug his hooves into the dirt and stood his ground. The pull lessened, and then stopped. Instead, he felt himself pull the other side towards this world.

A flow of dark energy rushed from the other side and infused itself into his body.

Celestia could not see what was happening, but she could feel...something.

And it was wrong.

"What are you doing?" she cried. He simply looked up at her, a crazed smile on his face.

"Changing the rules," unheeded, the power flowed out from him and slammed into Celestia, driving her to the ground.

It was too much. In her prime, she might have been able to do something against it, but she'd spent too much power, she was failing.

As darkness began to cloud her vision, she focused what strength she had towards one last spell,something she had prepared before the meeting, just in case. Her horn sparkled briefly as the spell was completed, and she fell into nothing, wishing that it had been enough.

The power abruptly stopped, and he paused to look upon what he had wrought. The princess had collapsed onto the hill, her eyes closed and her chest barely moving.

But he could see more than that now.

He could see her soul beneath her skin, shining bright and yellow, like a miniature sun. But something was...off about it.

It had been moved, partially drawn out of her. It wouldn't fall into the stream of death, but it wasn't enough to keep her body moving.

He had been the one to do this.

The rules wouldn't be the only things to change.

With this power, he could change the world, he could make it into whatever he wanted.

He wouldn't have to hurt anymore.

He laughed.

"So there I was, with no decorations except a can of whipped cream," Pinkie Pie finished her story. "And let me tell you, it was-ow!" she clutched her right knee, wincing in pain.

"Is something wrong Pinkie Pie?" Twilight asked.

"Is it yer...Pinkie Sense?" Applejack added, worried.

"Yeah...uh, girls, this is my right knee, isn't it?" her friends nodded as she held out the aching appendage.

"Oh no oh no oh no oh no," Pinkie started to pace the room, peering through the windows, trying to find something.

"Pinkie Pie, stop acting so weird and tell us what a hurt knee means!" Rainbow Dash demanded, pulling her away from an open window.

"Well an achy left knee means that a storm's about to hit us, but I've never felt an ache in my right knee before. All I know is that it can't be anything good!" Pinkie frantically explained, unconsciously rubbing her knee.

"Oh darling, you don't think that-" Rarity was interrupted by a burst of magic in the center of the library. As the blast cleared, they were able to see a magnificently jeweled chest waiting for them.

"Hey, ain't that the..." Applejack began.

"Yes, that's the chest for the Elements!" Twilight confirmed. Quickly, she ran over to the chest and lifted the lid with her magic, revealing all six element, safe and sound. "The Princess must have sent them to us, something must have gone wrong!"

"Oh no, does that mean the Princess might be..." Fluttershy clamped a hoof over her own mouth, afraid to finish that sentence.

"No way! The Princess is way too though for something like that to happen! Death probably just ran away so she sent us the Elements to protect the town from him," Rainbow Dash argued, though it sounded more like she was trying to convince herself than Fluttershy.

"Either way, we need to go out and stop him!" Twilight declared, tossing everyone their respective Elements while settling her crown on top of her head. "Now come on!" She charged out of the front door, barely giving her friends time to follow.

"Um, Twilight, do you have an idea on where we're supposed to go?" Rarity asked, already breathing heavy as they raced through the quiet town.

"I can follow the spell Celestia cast back to her, we can help her then she can tell us what happened with-" Twilight started to explain.

Then the screams started.

"Sorry Twi', looks like we won't get the chance to see the Princess," Applejack said, looking towards the sounds.

A crowd of ponies, roused from their sleep, were running through the streets, terrified of what followed behind them. they didn't even notice the six friends standing of them, charging around them like a mindless herd.

"What's gotten them so scared?" Twilight worried. "I can't even see anything behind them."

"Uh, I'd put my bets on whatever that thing is," Rainbow dash said, hovering in the air to get a better viewpoint. She gestured down the road to where a lone pony was walking, not even looking in their direction. Pinkie Pie rushed ahead of everypony, trying to get a glimpse of what was going on.

"Oh! I see something! Well, somepony actually," she narrowed her eyes, trying to get a better focus. "It looks like...Sunny Harvest!" Pinkie called out, catching a glimpse of a scythe mark on their flank. But her friends were not the only ones who heard her. 'Sunny' stopped and slowly turned her head towards her.

"Oh no..." she whispered.

A wicked smile was etched onto his face, and it only grew wider as he recognized her. He began to walk towards them, and he began to change.

His gray coat grew darker and darker,soon matching his mane with its blackness, while his eyes seemed to clear until they were nothing but white voids.

Surprised, Pinkie found herself stepping backwards until she was standing with her friends again.

"What's wrong Pinkie Pie, what did you see?" Fluttershy shifted next to her, hoping to provide some comfort. Pinkie opened her mouth to reply, but she didn't get the chance.

Because suddenly, he was there, standing over them and staring down at them with those blank eyes. He had even grown too, towering over them with a height to match Princess Celestia.

And then they understood what had woken up all those ponies in the night and made them run, unthinking, though the town.

Standing anywhere near him, was like hanging of the edge of a cliff while feeling your grip slowly slip away. It showed you how your life was balanced on a razor's edge, and any wrong movement could bring it to an end.

"Just the ponies I was looking for," he whispered to them, his voice unchanged, still so rough and gravely.

Sometimes it was fun to be scared...this wasn't any fun at all.

"We know who you are Death!" confronted Twilight, forcing herself to step forward. "What have you done with the Princess?" He just laughed, the noise echoing through the town. But it sounded...wrong. It seemed forced, like it was something recreated from a memory.

"Do not worry little pony, your Princess is not dead," he assured her, abruptly breaking out of his laughter. "Though she will not be able to interfere with me until I decide otherwise. Thought I do suppose I should be thanking her, none of this would have been possible without her."

"Don't act too happy," warned Rainbow Dash. "We've got the Elements! You aren't gonna last long."

"Oh really?" he said, and then he was behind them, Rainbow Dash's necklace held in one of his hooves. He brought it up to his face to inspect the symbol. "I understand your loyalty to the Princess, but you don't even know what my plan is."

"Wha? How did you?" Rainbow Dash could only stammer.

"I am Death, I am everywhere at once," the necklace reappeared on her neck. "I ask again, do you even know what my plan is?"

"That don't matter none!" Applejack declared, though her voice seemed to lose some luster as his gaze and smile turned on her. "We all know it can't be nothing good!"

"Oh, but it is my little ponies! I'm going to change the world for the better, don't you understand?" they didn't respond, so he happily continued. "Thanks to your princess, I've discovered something so wonderful. I've discovered my true strength!"

"I can stop death!" he announced, sweeping his gaze over the entire group.

"Don't you see? No more sadness, no more pain," he looked back to Applejack. "No more sad ponies talking to the quiet graves of their parents." The earth pony swallowed nervously.

"But death is a part of life, how can you just...stop it?" Twilight asked, slightly more confident. She was getting used to his aura.

"Death is a river that collects your souls, pulling them onward. But I can stop it! I can 'dam' it, letting you stay here. I won't have to-you won't have to leave this world anymore," he stumbled over his words, the smile on his face flickering. He quickly forced it back on and continued talking.

"Fluttershy! You won't ever have to worry about losing your animal friends, they'll stay here forever with you! And Twilight, you'll have all the time in the world for your books and studies, no knowledge will ever be out of your reach," he seemed so happy, so enthralled by his own plan. "And Pinkie Pie, there's no need for you to be sad, for your parties to end, your friends will be around forever! And Rainbow Dash-"

"How do you know it will work?" Twilight asked, breaking his flow.

"What?" was all he could reply.

"If you stop everypony from dying, then what? What about growing old? What if we get hurt? Will we simply stay here forever, trapped in bodies that will grow too old and weak to move?"

"Of course not! You will remain safe and strong...you have to..." the last part he whispered to himself.

"You don't even know what will happen!" Twilight realized. "All you know is that death will stop, you haven't even thought of the repercussions of that!"

"You are wrong! It must work, it has to work!" he yelled, his mask of joy cracking.

"No, you are the one who's in the wrong," Rarity joined in. "You're like a young colt playing with a spear, with no idea of the damage it might cause."

"W-why do you even want to stop death?" Fluttershy added, slightly trembling in his aura.

"To help you ponies, don't you see? I want to make your live better-"

"Liar," Applejack interrupted, her voice low and strong. "She asked why you want ta stop death, not why ya think we'd agree with yah." His face shifted into a snarl.

"You stubborn ponies, you can't even accept a gift! I thought you all would understand, but I was obviously mistaken," he slammed a hoof into the ground, and they found themselves flung back by an unseen power. "No matter, it has already begun, and you cannot stop me!" In the next moment, he was gone. His aura vanished with him, allowing them a respite from its effects.

"What? That coward, he's running from us!" Rainbow Dash exclaimed, flying higher into the sky to see if she could spot him.

"Rainbow Dash, get back down here," Twilight called. "I don't think you're going to find him. He could be...well, anywhere." Grumbling, Rainbow Dash settled down back with the group.

"Well what do we do now sugar cube? We can't let that fellow run around, he could cause a frenzy with that aura o' his," Applejack asked Twilight.

"Oh...I don't know..." the unicorn admitted. "Even if we find him, he'll just rush off somewhere else. I suppose maybe if we activated the Elements the magic could find him on its own...but since he's death, would sealing him just cause more problems?" She shook her head, trying to focus.

"Um, Twilight?" Pinkie spoke up. "I think I have an idea, but I have to do it alone, okay?"

"Alone, why?" Twilight already didn't like the sound of this plan.

"You've gotta trust me, I don't think he'll run if it's just me," she explained. "But you all have to make a Pinkie Promise not to follow me!"

"I...okay Pinkie, I trust you," Twilight sighed. "We promise not to follow you. Cross my heart, hope to fly, stick a cupcake in my-auh!" She yelled as she accidentally jabbed herself in the eye. Pinkie couldn't help but smile at that.

"Okie dokie lokie, now just stay here and with any luck, I'll be back soon!" she turned and trotted away from them, hoping deep in her chest that her assumption would prove to be right,

Soon, she found the spot she was looking, and, after planting her hooves firmly on the ground, waited.

She felt him before she saw him, the same scary feeling washing over her. But she didn't let it affect her, couldn't let it affect her, she was here for her friends, one friend in particular.

Slowly, he walked out of the shadows, the smile back on his face.

"Pinkie Pie, my one true friend. I knew you would understand. You even waited for me here, at your favorite spot in Ponyville," he greeted, sounding so relieved.

"But you see...I didn't come here to see you..." Pinkie Pie looked around and hoped this spot wouldn't become the bearer of a bad memory. "I want to see my friend, Sunny Harvest."

"But I am Sunny Harvest, I am still the same pony you made friends with," he reassured her, thought his new appearance didn't help with that argument.

"But you're not the same pony! The pony I knew spent the whole day listening to me talk about Ponyville just to make me feel better, he wouldn't risk hurting everypony just...just to make himself feel better."

"That's why you want to stop death, isn't it?"

"You don't understand Pinkie! If this works...I can stay here. I can be happy, I can finally experience life, isn't that worth the chance?" he asked her, trying to keep the smile on his face.

"But what if it goes wrong? Even if it's just one pony that gets hurt because of you, would that be worth it to make you happy? I know that's not you Sunny..." Pinky pleaded.

"I...I..."

I would hate it if anypony was sad because of something I did...

He remembered those words...and those words made him see.

Pinkie could be anypony...

She was old, weak, unable to even move, but she couldn't find peace because he wouldn't let her. Or worse, he saw her injured, fatally, but not allowed to die, forced to live with a constant pain.

Then it wasn't just her, it was her friends, their parents, everyone. All of them screaming for help, for death.

Because of him, because of his weakness.

"I would hate it too Pinky," he told her, the smile falling from his face, a smile he had worn more for his own benefit than anyone else. A smile to convince himself that he really had been happy. "You're right Pinky...it's not me, and it never will be." He shrank down, his color and eyes shifting back to normal. Soon he was back to normal, gloomy Sunny Harvest.

He stared to say something, but didn't get the chance as Pinky wrapped him up in a hug.

"I was right! I mean, I hoped I would be right, but there was always the chance I could be wrong, but I wasn't!" she pulled away and beamed at him. "I knew you were good!"

"Something like that," was all he could say. "I was so wrapped up in my new power I thought your friends couldn't help but go along with me...but they saw through the words of a sad, unthinking pony..."

"Now, let's get back to your friends before they start to worry." He placed a hoof on her shoulder, and then they were back.

"I'm back everypony!" Pinky announced as her friends jumped back in shock.

"So, by the looks of that fellow, I'm guessing yer plan worked?" Applejack said after catching her breath.

"Yes," he answered in Pinkie's place. "She was able to talk some sense back into me. But there is still one thing I have to fix, and you should all be there." He closed his eyes focused, and then they all founds themselves on the grass, next to the body of Celestia.

"Princess!" Twilight exclaimed, rushing over to her. "What happened to her?" She asked him, so worried.

"I...partially removed her soul. She is...stuck, between both worlds. But, this is something I can fix," walking over, he simply tapped her on the head with one hoof.

Celestia suddenly drew in a deep breath, gasping as her eyes opened.

"What...what happened?" she asked, seeing all of them standing before her.

"I made a mistake, I should have listened to you. But you should be proud, your students are truly worthy to bear the Elements of Harmony," he told while helping her stand up.

"But it was really Pinky Pie who did everything," Fluttershy said, always so modest.

"But you're my friends! You give me strength even when you're not around. It's because of tough friends like you that I was brave enough to go face him on my own," Pinkie replied, affectionately rubbing Fluttershy's mane.

You can really only learn about it by experiencing it...

That's what Twilight had said about Friendship...and now, he felt like he finally understood what she had meant.

Not that it mattered anymore.

"Once again, I apologize to you Celestia. It seems that my dream really was too great to achieve. I shall not bother your world again," he bowed to her.

"Wait! Can't you stay just a little bit longer? I mean, you still need a party! And..." Pinkie paused. "I haven't even made you smile yet..." Seeing her pleading eyes, he wished he could smile for her...but it just wouldn't show.

"I am sorry...but I think it's far too late for that Pinkie," was all he could tell her.

"Well, will I at least see you again?"

"No, you won't," but he would see her...one last time.

He'd stayed too long, it was time to go.

He allowed himself one last look, one last memory of the sun, the grass, and the ponies who truly lived.

He grasped the veil, but found himself hesitating. Now he knew how those silly ponies could spend all their days lying in the grass with nothing but the warmth of the sun as company.

Because at any moment, you could lose it.

The veil tore, and he was gone.