Nightmare Moon grunted loudly as she slammed into the wet ground of the Everfree Forest. Sliding a few feet, she came to a stop next to a tall spruce tree. Panting, the mare shook her head and clenched her eyes shut tightly, groaning in pain. She was pretty sure she had broken her rear left leg on impact. Red hot pulses of pain coursed through said leg, making Nightmare grit her teeth as she attempted to stand up. Rain poured down from above, dripping off the leaves and landing on her bruised body. The light tapping of water hitting her armor, piercing the otherwise quiet rainstorm.

Flapping her wings to steady herself, Nightmare Moon began limping forward towards the main path about 20 feet ahead of her. It's where she had been aiming when she made re-entry to the planet, but had missed it by a couple dozen feet due to the cloud cover. Before she could pull away it was too late, and she had slammed into a thick elm tree before bouncing off its branches and coming to a stop by the spruce tree.

Reaching the path a minute later, she looked both ways down it. Nopony. With warm tears dripping down her cheeks, mixing with rain water, Nightmare Moon began limping east down the overgrown path.

~~~~~

After a half hour of trotting in that direction, she came to a break in the trees. A massive clearing with a daisy field rolling over green hills. Pushing herself to move forward, she took weight off her broken leg using her wings. She couldn't fly due to her flight feathers having been singed off upon re-entry, and she was very lucky most of her feathers and fur were there to keep her slightly warm from the cold rain. As she continued along the path, she noticed a very old and dilapidated looking wooden sign standing next to a tree. Moving closer to it, the mare used her magic to brush away the vines and overgrowth covering it.

"Welcome to Ponyville, Village of Harmony"
Pop. 326

Nightmare Moon stared at the sign for a minute, rain dripping from her muzzle as she read the name.

"Ponyville..." she whispered quietly to herself.

Looking up, she continued down the path and up a hillside. When she reached the top, she got a good view of the valley below her. Letting out a small gasp, the mare of darkness collapsed onto her side, staring down at the ruins of the once bustling little town. Half of the buildings were either collapsed or simply not there anymore, and the other half were still standing but badly damaged. No lights were visible from where she lay, covering her mouth with a hoof, she began to cry. Why? How? When? What did this? Dozens of questions raced through her mind as her vision blurred and fresh tears rolled down her cheeks. She knew she had been gone for some time, but she expected at least Ponyville to still be around.

Forcing herself to get up, Nightmare Moon slowly made her way into town. As she passed the old structures, the only sounds she heard was the wind blowing through the streets and the rain bouncing off the buildings around her. Looking ahead, she saw Sugarcube Corner, it's wooden sign hanging halfhazardly by a single chain and windows shattered beyond recognition. Limping forward, the princess pushed open the weathered door and fell inside. Panting, she looked up and over at the old fireplace. Reaching out with her hooves, Nightmare Moon pulled herself forward. Surprisingly the fireplace still had wood inside. Gasping, she weakly lit her horn and set the logs on fire. Closing her eyes, Nightmare relaxed her body and sniffled, her breathing still thick and heavy.

"Hello?" A voiced called out suddenly. "Is anypony in here?"

Nightmare Moon gasped and grunted, trying to get up and hide in a closet to her left. The voice had come from upstairs. Whimpering softly, the mare fell back to floor as she tried to sit up, too weak to do anything but lay there on her side as tears ran down her face.

"Hello??" The voice called out again. Hoofsteps sounded from above her as someone came downstairs.

Swallowing the growing lump in her throat, she knew she would be spotted if she didn't hide. Trying to get up once more, her legs wobbled underneath her and the princess once more fell to the floor with a hard thud. As she landed however, her broken leg hit a chair leg and Nightmare let out a cry of pain.

"Ahhhhh!!" She shrieked, panting as she clenched her eyes shut tightly. The hoofsteps quickened as the pony came downstairs into the room. Nightmare heard him come closer as the floor vibrated with each step.

"No... please.. don't hurt me," she pleaded softly, curling up as best she could and covering her body with her wings. A calm and soft voice whispered from above her as the pony kneeled next to her.

"Relax ma'am, I'm not going to hurt you."

Opening her eyes, the princess looked up at the stallion leaning over her. He was all white, with a blue mane. A long horn protruded from his head and a pair of large feathery white wings lay folded on his back.

"My name is Polar, Polar Icestorm. I am the keeper of Ponyville. I mean you no harm miss..." he let the word trail off in a "and your name is?" way.

"Luna.. Princess Luna," Nightmare Moon said quietly.

"Wait.. THE Luna? From the ancient stories of olden Equestria?"

Nightmare nodded softly and shivered.

"Y-yes.. please don't hurt me. I didn't mean to intrude on your home.."

Polar shook his head, smiling politely.

"It's no problem at all Princess Luna. Let me take a look at that leg, looks like you busted it pretty badly." He said, running a hoof over it very softly to feel for the break. Nightmare watched, as the stallion lit his horn and pointed it at her leg. Gasping, she pulled her leg away and cried out in pain as Polar lay a hoof on her side.

"Hey hey, its alright. Relax, I'm going to use a bone mending spell to fix it," he said. Nightmare looked at him, ears folded down. "I promise, you'll be okay Luna."

Princess Luna slowly moved her leg back down and continued watching him. Leaning over her broken leg once more, Polar lit his horn as a softly blue mist of magic shot out and began covering Nightmare Moons leg. The spell had a numbing effect for a few seconds, then everything felt cool, then warm, then cool again as the mist faded and Polar sat back up.

"There, I wouldn't stand on it for a day or so though. The new bone is still pretty tender and fragile. You can stay here with me as long as you need to," he said. Standing up and going to the nearby closet. Opening it, Polar got out a blanket, a towel, a pillow, and a mattress of some kind. The mattress was thin and crumpled up however. Trotting back over to her, the white stallion set the mattress down and lit his horn. As he grabbed the towel from the pile, the mattress began to magically fill with air. Luna looked over at it in wonder. Polar noticed her gaze and smiled.

"What? Never seen an air mattress before?" He asked chuckling, Nightmare shook her head. "Well, I'd give you my bed upstairs but it's really worn and not comfortable at all. Plus you need to stay by the fire to warm up. Oh, which reminds me. Can you dry off? Or do you need some help?" He asked, holding up the towel. Nightmare Moon knew she was in no condition to do anything for herself if she couldn't even move a few feet.

"I.. I'll require your help Polar. However... I ask you please to not touch me.. wrongfully." She whispered quietly. The stallion nodded, a more serious look crossing his face.

"I understand princess, I give you my word on Celestia that I will respect your private areas. I am not like most stallions. My father raised me to respect mares." Polar said, taking her armor off and setting it aside. Setting the towel over her, he began to dry her off. Running the warm towel through her mane and across her stomach. After a minute, he tossed it aside and stood up.

"There we go, all dry. I'll go fetch you some water and vegetable soup. I just made a fresh pot, then we can talk and get to know one another better."

Princess Luna nodded and closed her eyes, covering herself with a wing as Polar trotted away into the kitchen.

Hello! And welcome to my new story involving Luna as the main character. You may have noticed I gave her feathered wings instead of bat wings. I found it would be interesting to make her half transformed instead of fully. Thanks for reading the first chapter, I hope there will be many more to come as this is a story I've been wanting to write since September last year but didn't have the time to. I hope it gets a lot of thumbs up, and good comments. I will advise you though, future chapters will have sexually explicit content. So view at your own discretion. Other than that, I'm happy to have you here.

As Polar helped Nightmare Moon onto the air mattress, he noticed her eyes were quite different from pony eyes when reflected in the fire.

"If I may Luna, you're eyes, they are..."

"Serpentine?" She said, finishing his sentence. "Yes, I know. But trust me, you don't want to know why. You wouldn't like it. And probably run away like all the other friends I had tried to make." She said, a hint of sadness trailing in her voice.

"No," Polar said, sitting beside the mattress on a chair and looking at Luna. "Well, I mean yes, they're serpentine. But I was going to say... beautiful." He smiled, taking a drink of water from his canteen.

Nightmare Moon hid a small blush. Nopony had ever called her beautiful. Especially not when she was stuck in a halfway transformation between her normal form, and her evil one.

"O-oh, well thank you. Nopony has ever complimented me before. Not even before I looked like this," she said, using her hooves to indicate her mismatched body. "I wasn't very popular where I came from. I made... some poor choices in my younger years." Luna ate a spoonful of soup, her strength slowly returning to her as she warmed up underneath a fluffy blanket.

"We all make poor choices sometimes," said Polar, looking out towards the town square. Luna thought she detected a bit of sadness in his words, but before she could think on it further, the white stallion turned back and looked at her.

"If you're not comfortable sharing your past with me, that's okay. I won't try to pester you into it," he said, a warm smile forming on his muzzle. Nightmare took a drink of water and shook her head.

"No, it's no trouble. I feel if you're going to be my friend. You should know the truth about me." The princess set down her bowl and looked up at Polar.

"How much do you know about me Polar? About my past I mean." The stallion shrugged.

"Only a little, stuff my parents told me. There were no books about you where I lived. But they told me that you used to be co-ruler of Equestria, and your responsibility was raising and lowering the moon," he said.

"Well, you're right about that. I was co-ruler, and my duties were to raise and lower the moon. However, there was a bit more to it than that," Luna said, looking into the crackling fire.

"I'm all ears," said Polar. The princess closed her eyes and sighed.

"Years ago, before Twilight Sparkle and her time as ruler. There was only Tia and I."

"Tia?" Polar asked.

"Celestia, Tia was a nickname I gave her. Anyway, a long time ago, when it was just us ruling Equestria. My sister and I got along pretty well. I would raise and lower the moon, while she raised and lowered the sun. One of my additional duties, being the Princess of the Night, was to enter the dream realm and protect the dreams of ponies from nightmares as they slept. However, at the time, my big sister was admired by the public. Everyone basked and played in her daylight. While everypony slept and ignored my beautiful night. I grew jealous, envious of my sisters limelight. She unknowingly cast a shadow on me which pushed me towards the darknes.." Luna paused, taking a second to take a drink of water. Polar listened to her carefully, giving her his full attention.

"Go on princess," he said. Luna nodded.

"Everytime I tried to explain to her how I felt, she brushed it aside and reassured me that the ponies of Equestria did love my night time. But the more I dreamwalked in the dream realm, the more I saw of ponies dreaming of sunny days instead of my beautiful night skies. I had worked so hard to make the night beautiful, and there they were giving my sister all the glory and admiration that was rightfully mine." Nightmare Moons eyes glowed a little, black whisps of magic dancing from the corners of her eyes.

"Those ignorant little assholes, reveling in my sisters day," Luna's voice began to grow louder as Polar watched. He wasn't frightened however.

"Then one day, I decided enough was enough. I let the darkness consume me. Change me. Into a wicked mare of darkness! I took my revenge on Celestia. I kept the moon high in the sky and waited for her to confront me!" Luna's voice began echoing, the second voice coming out of her was deeper and more demonic sounding.

"She did, and we fought, I fought her with all the hatred I had. The pain, the sorrow, the rage. And I almost defeated her too. But as I moved to make the final blow, she used the elements against me, and banished me to that HELL!!" She screamed the last word. Polar put a hoof on her shoulder.

"Hey... calm down Luna, please. It's all in the past now. That isn't who you are right now, is it?" He asked quietly. Luna shook her head as her breathing slowed and her eyes turned back into their serpentine slits. She looked up at Polar.

"No.. that isn't me anymore. But you wouldn't want me as a friend Polar. I carry demons inside me, an infection I can't get rid of myself." Nightmare's voice cracked as tears dripped off her muzzle. "I am nothing but a wicked mare of darkness, Nightmare Moon.. an evil tyrant hellbent on bathing the world in eternal night." Luna sniffled softly. Polar did the only sensible thing he could think of. He gave her a friendly hug. After a minute, he released her and looked at her.

"You're not Luna. You're just battling demons, and if you ever need to talk. I'm here," said Polar smiling. The princess nodded and looked at her mismatched legs.

"Thank you.. but I've intruded upon you enough Polar. I shall leave in the morning." Nightmare set her empty bowl on the nearby table and lay down. "I appreciate your assistance with healing my leg, I was taught a spell long ago to fix broken bones, but it required the energy I just don't have at the moment."

Polar got up and took their dishes to the kitchen. "Its quite alright Luna, say, if I may ask. Where are you heading?" The wooden doors to the kitchen swung open then shut as the distant sound of clinking glass could be heard.

"Well, I need to find somepony who can help me transform into my original form." She said, staring into the flames of the fireplace.

"Can't you do that already?" Polar asked.

Luna shook her head as she heard the wooden doors swing open again.

"No, this type of transformation is a one way deal. I'm either Nightmare Moon, or Princess Luna. Once I'm fully Luna again, there's no going back to being Nightmare Moon."

Polar sat back in his chair and also stared into the fireplace.

"So, what turned you into Nightmare Moon?" He asked.

"An evil entity, known as the pony of shadows. He is a being if pure darkness who feeds on others anger, sorrow, and fear. When I was being pushed toward the dark by my sister, he saw an opportunity to take me over and took it. After my return from the moon, I always felt like he was stalking me. But I could never quite prove it until the day magic began to fade in Equestria. He was searching for a safe haven, a shelter if you will. Once all magic was gone, he'd have to rely on my life-source to keep him sustained. He tried to take me again, and somewhat failed but also succeeded. When I banished myself to the moon, he got caught in the beam and morphed into me. But only partially."

Polar added on another log onto the fire and continued to listen.

"So when I returned. I was transformed into.. this," Luna said, pointing to herself. "A pony of mixed emotions. I feel love, sympathy, and kindness. But I also feel rage, hatred, and sorrow. That is why I told you, you wouldn't want me around Polar. I am better off being alone so I hurt nopony else." The princess looked away from the fire and pulled the blanket up over her, laying on her side facing away from Polar.

The white stallion looked over at her and thought for a minute or two.

"You know Luna. I've been living in these ruins my entire life. I've met occasional ponies passing through. Some were explorers, some were historical professors from Zephyr Heights. All of them asked me the same thing. Why did I want to live in the abandoned ruins of a long lost town from a time nopony cares to remember? And my answer to them, is the same I'll give you." Polar reached into his saddlebag and pulled out a tattered book.

"I found this after escaping the frozen north and fleeing south. It was in a massive crystal castle on the outskirts of town."

Luna rolled over and looked at the book in Polars magic. It was a purple one, with a horseshoe on it. On the horseshoe were six symbols. A lightning bolt, an apple, a diamond, a butterfly, a balloon, and a large six pointed star in the middle of the horseshoe.

"Why.. I know that book. That's Princess Twilight's Friendship Journal," said Luna, taking it from Polar and running a hoof across the peeling cover. Polar nodded.

"Yes, and what I read and saw inside it. Made me realize that the true magic has always been friendship. No matter how you feel, what you've been through, the things you've done. Friendship will always be magic."

Luna flipped through the pages, some were water stained and some of the ink was smudged. But it was legible. The princess read entries from Twilight, Applejack, Rarity, Pinkie Pie, Fluttershy, and Rainbow Dash. And as she did, a small smile formed on her lips.

"I have fond memories of Twilight and her friends. They were good ponies." Said Luna.

Polar nodded in agreement.

"I agree. I wish I could have met them all those years ago. You know.. they're buried here in Ponyville. Twilight and the others. Her final wish was to be buried with her friends," said Polar, looking out at the town square. Luna looked up at him.

"Twilight's gone? But alicorns live thousands of-"

"I know," Polar said, cutting her off. "But losing her friends was too much for her to bear. She fell into a deep depression after Pinkie Pie passed.. Pinkie held on longer than the others because of her will to make everypony laugh. It crushed Twilight. Spike tried to help her, he did everything he could. But she was never the same after losing them. Her health deteriorated quickly and she was diagnosed with cancer 12 years after Pinkie passed away. She battled it for 2 more years, but passed away sadly in Ponyville Memorial Hospital."

Luna teared up and set the journal gently on the table next to Polar.

"She didn't deserve that.." the Princess said quietly. "She didn't deserve to die like that. But being practically immortal... it's more a curse than a blessing. It's the reason why I never grew close to anypony or dated or married. Because their were no other alicorns who were stallions."

Polar took the journal and placed it carefully back in his bag.

"No.. she didn't deserve what happened to her. Twilight Sparkle was a good pony. After her death, they erected a statue in her honor on the edge of Ponyville. Would you like to see it before bed? It's the one thing in town that still looks pristine. As keeper of Ponyville, I try my best to keep the town looking good, but I am one pony. However the statue is the one thing I work the hardest on."

Luna nodded and stood up.

"Sure, and maybe afterwards we could visit her grave? Pay our respects?"

Polar smiled and stood with her, helping her up off the floor.

"I would like that very much Princess."

Luna followed Polar outside, her leg was ultimately feeling much better after the spell he had used to fix it. Though she would be limping for a while, it was better than the alternative. Trotting down a side street, Luna looked around at the mossy covered buildings. Some had brand new windows, some had brand new walls and roofs. However they weren't straw roofs like the originals, they were wooden shingled roofs. She guessed that with years of technological advancement, upgrades were needed.

Strangely though, not a single street light was lit. Of course this just could've been because Ponyville wasn't connected to an electric power source. But still, there wasn't even lanterns hanging anywhere.

"Hey Polar, how come you haven't lit any lanterns or tried to restore power?" Asked Luna. Polar turned and looked at her.

"Oh, that's because I don't want any random passerby to think ponies are living here again. The town isn't ready to be populated. There's still a lot of work I have to do. Especially to town hall."

"What's wrong with town hall?" Asked the princess.

As they turned a corner towards the center of town however, Luna could clearly see what was wrong as town hall came into view. One half of the once beautiful building had completely collapsed into a pile of wood and broken glass.

"Oh my goodness, nevermind. I see the problem." Said Luna. Polar sighed and nodded.

"It was destroyed during a battle I had with a bug bear 2 months ago. It's going to take me at least a month to repair both floors."

Nightmare Moon followed Polar and folded her ears down as they trotted past the destroyed building, and towards the edge of town. A few minutes later, and they came upon the path that led to the hospital. The old building looked almost exactly as Luna remembered it. Although covered in vines and various plant growth. Off to the side of the path stood a large statue. The entire thing was surrounded by a decorative display of flowers. It was the statue of Princess Twilight, and just as Polar had said, it was in pristine condition. The beautiful golden metal was polished and new looking, as well as the silver plaque at the base of the statue. Luna stepped closer to read it.

"This statue is dedicated to the life and memory of Twilight Sparkle, the Princess of Friendship. Who bravely led Equestria through good times and hard times. She showed everypony that the true magic was and always will be the friendships we make and the bonds that bind us together."

1240 -1344 E.C.

Luna looked at Polar.

"E.C.?" She asked.

"Enmemoriumnexus Celestia, which is new ponish for 'After the birth of Celestia'. Your sister was relatively young for an alicorn when you were banished, wasn't she?" Polar asked. Nightmare Moon nodded.

"Yes, she was. I don't know if she's out there still but if she is. I will find her once I've fully transformed back into my real self." The dark mare ran a hoof across the plaque and took a step back, staying quiet for a minute.

"Well, we'd better get going to the cemetery before it gets too late," said Polar, turning and trotting down a side path that led from the hospital into the woods.

Luna nodded and followed him. They trotted for some time until they came upon a clearing. Unlike the other clearings outside of town, this one was well kept and manicured. In the center of it was a small cemetery. No bigger than 40 plots. Most of them were filled as Polar and Luna trotted forward toward the iron gates. There was a sign above the gates.
"Ponyville Cemetery"
The white alicorn pulled out a key front his saddlebag and inserted it into a padlock secured to the gates. After a turn and a soft click, the lock came off and Polar opened the gates.

"I keep it locked to prevent anyone non-magical from getting inside," he said, putting the lock and key in his bag and trotting inside. Luna followed him in and looked around. There were many gravestones. All in various states of condition. But none were horribly decrepit. It seemed he also took care of the gravestones. Luna admired this ponys hard work at keeping the towns memory alive. Heading down the rows of headstones. The princess cringed at some of the names on the stones and felt a pang in her heart.
"Bulk Biceps"
"Derpy Hooves"
"Lyra Heartstrings"
"Bon Bon"
"Sweetie Belle"
"Scootaloo"
"Applebl-

Luna had to look away as tears formed in her eyes. They were all gone... everyone she knew from Ponyville all those years ago.

"Hey, you okay princess?"

Nightmare Moon looked up to see Polar standing in front of her looking concerned. The alicorn princess wiped her tears away and nodded.

"Of course," she lied. Polar looked down at Applebloom's gravestone, then back at Luna.

"You don't look okay, it's the graves isn't it? They were your friends, damn it I should have been more considerate about your feelings regarding them Luna I'm so so so sorry, please forgive me."

The princess wiped her nose with a hoof and shook her head.

"No, don't be. I have to accept the fact they are gone. They lived full happy lives however. They made a difference in the world, and that brings me more comfort than anything." She said, smiling softly. Polar smiled and nodded softly.

"Indeed, shall we continue on to Twilights grave?"

Luna nodded and followed Polar as he turned and trotted halfway down the row of tombstones.

"Twilight never wanted a special headstone marker. She didn't consider herself better than anypony else. It was one of her most valuable traits. That and never losing hope or faith in the power of friendship." The white alicorn said, stopping at a row of 6 headstones. Lighting her horn, Luna read the names on them.
"Applejack"
"Rainbow Dash"
"Rarity"
"Fluttershy"
"Pinkie Pie"
"Twilight Sparkle"

She noticed that each stone had their cutie marks engraved into them. The shiny marble was in pristine condition thanks to Polar and reflected the moonlight as a pack of clouds moved away to reveal the night sky. Below the names, were short descriptions of each of the mane 6.

"Applejack, the most honest pony Equestria ever knew."
"Rainbow Dash, the most loyal pegasus to ever fly for the wonderbolts."
"Rarity, the most generous and fashionable pony Ponyville could have asked for."
"Fluttershy, the kindest and gentlest animal lover in all of Equestria."
"Pinkie Pie, the one pony who could find the laughter and happiness no matter what."
"Twilight Sparkle, the friendliest alicorn and best friend the citizens of Equestria could have ever asked for."

Luna smiled and wiped a tear from her cheek. Poofing 6 bouquets of flowers into existence, each with matching colors for the mane 6, she set them gently in front of each tombstone.

"Slumber well Twilight Sparkle. Thou shalt always be in thy dreams and heart. Thine friendship was the best any pony could have asked for. So long as thou haseth her friends, nothing is impossible." Luna spoke quietly in the royal tongue, bowing before Twilight's grave.

Polar watched the princess pay her respects from a distance. He wanted to give her, her space after all. After a few minutes of quiet silence and bowing, Luna rightened herself and trotted over to Polar.

"I really appreciate what you have done for Twilight and her friends. I'm sure they would have loved to know you Polar," said Nightmare.

Polar smiled and blushed a little.

"Oh, it's nothing really. I guess you could say I'm connected to Twilight in a way." Luna raised an eyebrow.

"Connected?" She asked. Polar nodded.

"Mhm, my mother was Princess Flurry Heart. My grandmare was Princess Cadence, and my grandstallion was Prince Shining Armor."

Luna looked completely shocked.

"Wait a minute, you mean to tell me that you are a Sparkle??" She asked, the white alicorn nodded.

"Yup, I'm royalty." He chuckled softly. "But you don't need to go bowing or saying 'your majesty' or anything like that. I don't consider myself royalty. I prefer to be like everypony else."

Luna was genuinely surprised that the Sparkle family lived on. Even Cadence was only two thirds alicorn. So while she had the wings and horn, she could also live for a long time. But not as long as a full blooded alicorn.

"That's very noble of you Polar. I am pleased to know you more than ever now."

The white stallion smiled and nodded.

"The feeling is mutual Princess. However we should return back to Sugarcube Corner. I can smell rain on the wind."

Luna nodded and followed Polar out of the cemetery.

"Hello?" Luna called out. Her voice echoed in the distance. She could tell she was dreaming but something was different about this dream. Trotting forward, the princess looked around the void of her subconscious. Normally when she slumbered there were nightmares to plague her. However, no nightmares made themselves visible. The princess looked around the void. It was completely black, dark, and cold. Like an underground cavern.

"Hello??" She called out again.

"Hello princess."

Luna spun around and lit her horn. She knew that voice. It plagued her mind years ago when she was Nightmare Moon.

"The Pony of Shadows.. I should've known you'd show yourself in my slumber one of these days," said Luna. The voice chuckled as a pair of red eyes appeared in the distance, growing bigger as the sound of hoofsteps reached the princess's ears.

"Indeed. I took my time to make my presence known. But then again, you've always known I was here, didn't you?"

Luna took up a fighting stance and flared her wings.

"This is my body! My mind! You have no control over me anymore!"

The shadow pony chuckled once more and continued trotting towards her.

"Don't I though? Already you have lashed out towards Polar with your anger. It's only a matter of time before the darkness that was trapped inside you completely takes you over and gives me free reign to your body!"

Luna fired a magical burst of energy at the pair of red eyes. But it was deflected by the shadow pony and ricochetted off into the void.

"Save your energy Luna. You'll need it to try and stop that pathetic pony from leaving you like all your friends did so long ago. Did you really think you could return and simply get rid of me that easily?" The Pony of Shadows laughed and stepped into the light of Luna's horn. His shimmering black form rippling in the quiet void. The daggered black teeth stretching into a smile as he looked at her.

"I'll make you a deal. Accept me back fully into your body, and I'll let you stay with him and love him, like I know you do."

Luna glared at the dark being in front of her.

"Resist me, and I shall command Nightmare Moon to kill him. The clock is ticking Princess Luna. I'll await your answer."

The Pony of Shadows laughed and flew backwards away from Luna as the princess fell down towards a blinding white light and the void around her dissipated.

"Gah!!! Pony of Shadows!!" Luna shouted, sitting straight up in bed. Panting she looked around as beads of sweat dripped off her muzzle. Realizing that she was awake now, Princess Luna took a few deep breaths and looked toward the stairs. Polar was passed out, laying against the far wall. Arms crossed over one another. Apparently her shout hadn't awoken him. She was both relieved and distressed at the same time. The Pony of Shadows claimed she loved him. It was preposterous. He was her friend and that was all. But, it did frighten her he threatened to kill Polar if she did not succumb to the darkness. Levitating the glass of water sitting next to her bed, the princess took a sip and made a final decision right then. She would have to leave Polar here and venture out on her own, for his own safety. If the darkness were to completely overtake her before she found someone to help her, who knows what would happen to him. Throwing off her blanket, Luna stood up took a piece of paper from Polar's saddlebag, as well as a pen and began to write.

"My Dear Polar,

It is with a heavy heart that I write and leave this note explaining my disappearance. The darkness growing inside of me is a dangerous thing. I cannot put you at risk if I once again fully return to being Nightmare Moon. I'm afraid you cannot help me with my quest and I must go alone. I leave now for Maretime Bay as it is the closest settlement that still gives off a powerful field of magic and harmony. Hopefully there I will be able to find the help I need. You are a good friend, and a good pony and I thank you for everything you've done for me. What you are doing here in Ponyville is a beautiful thing I know for a fact, Twilight would be proud of. For your safety I ask you do not follow me or try to find me. I will always remain your best friend and shall find you when I am Luna once more.

Yours Truly-
Princess Luna"

The princess sighed and set the note down on her air mattress, taking another look at Polar.

"Goodbye my friend, thank you for your hospitality and friendship."

Luna grabbed the saddlebag Polar had given her and quietly exited Sugarcube Corner, looking back to take one last look at the white alicorn. After a minute, Princess Luna turned and trotted away slowly.

~~~~~

Polar opened his eyes and yawned. Blinking a few times as his eyes adjusted to the light of the morning sun streaming in through the windows. Stretching, the stallion grunted and looked around.

"Hey Luna, are you awake y-"

He stopped short when he saw her empty bed.

"Luna?"

Polar got up and trotted around, looking in each room before returning back to the front room. Something white and glistening caught his eye and as he took another look at Luna's bed, he saw it was a piece of paper. Picking it up in his magic, the stallion read the note and folded his ears down.

"Oh no, no no no. I cant let her go out there all alone! Equestria isn't nearly as safe as it used to be."

Polar grabbed his saddlebag, some food and supplies, then headed out of the corner shop. He knew she told him not to follow her but he couldn't leave his new friend out there to fend for herself. Even a princess wouldn't be able to stand up to all the magical threats on the journey. Especially the Everfree Forest, which had grown so wild, to venture into it'd depths was suicide. Re-reading the note, he saw the name of the town she was venturing to. Maretime Bay. The Earth pony settlement far southeast of Ponyville. Getting to the coast used to be easy. Until the Everfree Forest expanded and encircled the entire village of Ponyville. The only thing stopping it was the magical spell Polar had cast on the the town. An ancient spell from Starswirl the Bearded he had learned through old textbooks.

Heading to the edge of the forest, Polar took flight and began flying through the trees, calling out Lunas name.

"Luna!! Luuuuuunaaaa!!"

~~~~~

Princess Luna charged her horn and fired another beam at the black thorn tentacles reaching for her legs.

"Back!! You heathens!" She yelled, blowing bits of vine everywhere. However it was no use.

The forest had gotten simply too out of control for her magic to have any major effect. Looking at her still burnt flight wings, the princess bit her lip and sighed.

"Do your worst," she said, allowing the vines to snake up her legs.

"NO!!" Screamed a voice inside her head. "Fight them! Use the darkness inside you Luna. Let your hatred and anger fuel your rage."

Luna shook her head, tugging at the vines holding her legs down.

"No! I will not give in!" She shouted.

"You must, do it for Polar princess. If you ever want to see him again you will use your darkness and fight back the forest!!"

"Nghhh!! N-no! I-I refuse to l-let the d-d-darkness c-consume meeeeeee!!!!" Luna yelled, her voice contorting as the vines began to envelope her whole body. Just as the last vine covered her eyes however, a bright flash of light pierced the darkness of the forest as vines were blown away around her. However she was no longer Luna. But a mare of darkness. Intent on bringing the world to her knees and ruling in total night for eternity. Nightmare Moon spread her wings, laughing maniacally as her eyes glowed. A dark, inky black sea of magic pulsating beneath her hooves.

"You think some petty little forest can defeat Nightmare Moon!! I AM your worst NIGHTMARE!!!" Nightmare Moon lept forward, destroying bundles and bushles of vines as she made her way through the forest. One vine missed her destructive magic and shot towards her horn. Turning, the mare of darkness hissed at the vine, baring her fangs. The tentacle stopped and slithered away whimpering in a deep voice, as did the rest of the vines.

"Pffft, oh please. Like I'm not already THE scariest thing in this forest." She said, smirking as she trotted through the trees.

As she came to a clearing however, she was shocked to see a pony tied up in vines, struggling to free himself. As the mare looked at the stallion, a rainbow flash lept across her eyes as she shook her head and stared at him.

"P-Polar??" She said, galloping over to him and blasting the vines away. Panting, Polar fell to the ground.

"Th... thanks Luna. I thought I was a goner. Bastards jumped me before I could use my spell against them."

Luna smiled and helped him up. The same voice from before however, making its presence known as it hissed in her ear.

"Kisssss him. Claim him Nightmare," the voice said. Nightmare Moon shook her head.

"No!" She shouted in her mind. "You may have taken my body but you have not taken my mind! I will not jeopardize our friendship like that!"

Polar looked at Luna with a confused look on his face.

"Uhhh.. Luna? Are you okay? You look different than when you left."

Nightmare Moon shook her head and backed away from him.

"No! Stay back! I cannot let the darkness hurt you Polar!" She said, closing her eyes and fighting the will lunge toward him and hold him down. She wasn't about to let the shadow pony use her body to rape him, she'd rather die first. Polar took a step toward her.

"Luna, whatever is happening to you, whatever has a hold of you. It doesn't scare me, because I know deep down, you wouldn't hurt me. That's not how you are."

Nightmare snarled and snapped her head upward to glare at him.

"Luna cannot save you pony, you will bow to me now or die!" Nightmare Moon flared her wings and charged her horn with magic.

"And what if I said that's fine with me?"

The dark mare stared at him blankly for a second, her face becoming expressionless.

"W-what did you just say?" She asked, her magic dissipating as she folded her wings.

"I said, what if that's fine with me? Being your servant. Hasn't anyone ever just offered to be your friend and serve you loyally and guide you?" Polar asked.

Nightmare Moon shook her head still staring at him blankly.

"Uh.. I-I.. well..... no, actually. Everypony has always resisted me." Said Nightmare Moon.

Polar sat on his haunches and looked at Nightmare.

"Why are you so angry in the first place? What happened to make you this way?" He asked.

Nightmare Moon was completely taken aback. This pony... cared? About her? No, it had to be a trick. The mare of darkness shook her head violently and recharged her horn.

"NO! I won't allow you to trick me into lowering my guard!"

Polar simply looked at her and lay down on his stomach, setting his saddlebag off to the side.

"Why would I try to trick you? What would I gain from trying to kill you?" He asked.

"You would gain your freedom from my tyranny and rule! You would allow Equestria to experience day and night! Why would you want eternal night?" Nightmare said.

"Maybe because I think night-time is more beautiful than day-time?" Polar said, taking out an apple from his bag and biting a chunk out of it. "And what if I don't want to be free from you? What if I say that I like you Nightmare Moon?"

The dark mare once again lowered her guard, all of these things he was saying. He seemed to be... honest. Maybe she should give him a chance?

Nightmare Moon stepped forward towards Polar and plopped down onto her haunches in front of him.

"You... like me?" She asked. Polar nodded.

"Well yeah, in my honest opinion, I think you're actually very pretty Nightmare. Your coat colors, your serpentine eyes, I've always loved snakes eyes. They are quite beautiful and mesmerizing. Yours are just as pretty."

Nightmare Moon was speechless. What was this heat in her cheeks she felt? It was warm to the touch.

"Hey Nightmare Moon, you're blushing."

"Huh?" She said, poofing a mirror in front of her and looking at her cheeks. "W-what is wrong with my face!? What have you done to me!!?" She yelled, smashing the mirror into a million pieces with her magic, glaring at the white alicorn fangs bared. Polar shielded his face from the glass shards.

"Woah woah easy easy, I didn't do anything to you. It's just your body's response to my compliments about your eyes. It means your embarrassed, but in a good way." Polar explained, wiping some glass from his mane.

"O-oh. I see." Nightmare Moon cleared away the broken mirror between them and cleared her throat. "Ahem.. well, what now? Since it's obvious I don't have to kill you." She said, looking down at Polar.

"Well, maybe we can spend some time talking? Getting to know one another better."

Nightmare Moon thought for a minute before nodding.

"Okay, but no funny business. Or I'll rip your head off and mount it in my castle!" She snarled.

Polar crossed his heart.

"I promise I'm not gonna double cross you."

And with that they began talking.

Warning! This chapter has sexually explicit content! All minors and those not 18 or older, turn back now!

Polar and Nightmare Moon talked for what seemed like hours. The sun trickling down behind the treeline as Polar got to know this Pony of Shadows better. Apparently it had once been a entity of good. Many many thousands of years ago. It was a part of the magic that originally made up the Guardians of Equestria. Rockhoof, Starswirled the Bearded etc. The entity was cast out from the magical realm however for being to audacious with her tactics to help the Guardians protect Equestria. Much like the tree of harmony, it could manifest itself into whatever being it so desired. Not to be confused with the darkness that infected Stygian however. That darkness was another type of dark magic, and it happened to be male. The Pony of Shadows happened to be female.

Her original magical name was Umal. She has been assigned to Starswirl's magical abilities and helped him in the olden times. But, over time her tactics had forced the great wizard to banish her from his body. Stating that she was too reckless. The group cast her out where she soon fell prey to the more darker magic of the frozen north. Aiding in her power, she became completely evil and seeked revenge on not only Starswirl. But the entirety of Ponykind as well. When she had found Luna over a thousand years ago, she was the perfect host to help her to sustain her life. Turning Luna into Nightmare Moon.

Polar was moved by what had happed to Umal. It was much like what had happened to Stygian all those years ago.

"So you see Polar... that is why I am a creature of darkness." She said, taking a drink of cider from the canteen Polar had brought along with her.

"But yet, you're not entirely bad. I can tell. Here, how about this. If you promise not to force Equestria into your rule. I'll convince Luna to allow you to co-exist with her."

Nightmare Moon looked at her hooves, her all black tiny lines of fur rustling in the breeze.

"How do I know you won't try to get rid of me." She said, folding her ears down.

"Because a good friend doesn't abandon their friend in their time of need. Now let me talk to Luna, alright?"

Nightmare nodded slowly and closed her eyes, allowing her form to turn back into Luna's completely this time. The princess looked up at Polar.

"You were able to reason with her? I cannot believe it.. I didn't think it was possible."

Polar smiled and placed a hoof on her shoulder.

"Anything is possible with the magic of friendship Luna," he said, looking into her eyes.

Princess Luna smiled and moved closer to him, shaking slightly.

"Brr... it would seem I'm not able to tolerate the cold as well as her."

"Would you like me to take over Luna?" Asked Umal, speaking through Luna's muzzle in Nightmares voice.

"No no, I have a better idea." The princess stood and moved beside Polar so their sides were touching. "Could you warm me up? I believe I brought a blanket in the bag you packed for me Polar."

Polar nodded and took out the blanket with his magic, laying it over the two of them and taking out thicker, more durable blanket. Laying that one on the ground beneath them so they were protected from the cold grass. Spotting an old dried out looking tree on the edge of the clearing, Polar focused his magic and broke off enough wood for a fire. Placing the logs down and lighting them, he finished their makeshift camp with a protection spell from the vines.

"There, comfortable princess?" He asked.

"Mmm.. very much so," said Luna closing her eyes and laying her head down on the rolled sleeping bag Polar was using for a pillow. Shuffling onto her side, Luna faced away from Polar and curled up. Polar faced the same way as her, but gave her her space and closed his eyes as he lay his head down.

"Goodnight Luna, wake me if you need anything."

"Will do Polar..." She mumbled sleepily.

Within a few minutes Polar could hear her soft snoring as he began to nod off to sleep himself.

~~~~~

Polar was awakened by a shivering body being pushed up against his chest. Opening his eyes and blinking away the bleariness, he saw Luna moving closer to him. She was shaking softly as a strong wind blew across the clearing. It was completely dark out and the fire had mostly gone out. Rubbing his eyes, Polar put some wood into the firepit and relit it. Half awake, the stallion wrapped his hooves around Luna's midsection and pulled her gently against his body. The curves of her back, flanks, and neck fit snuggly against his almost like a puzzle piece. Her fur was soft and warm against his as she began to warm up. Within a minute or two, she had stopped shivering and unconsciously pressed into Polars body. It was the first time he had ever snuggled with anyone. He had spent most of his life alone in Ponyville and never had thought about a relationship due to his studies and keeping the town looking nice.

Closing his eyes once more, Polar buried his muzzle in Luna's starry mane. It smelled strongly of lavender. Smiling, he muttered to himself tiredly.

"Mmmm... lavender.."

~~~~~

Luna yawned and stretched, she was extremely warm. Warmer than she had been when she went to sleep. Opening her eyes she noticed it was still night-time. And upon further investigation, found that Polar had wrapped not only his arms around her, but also his wings, or rather one wing. The massive feathery appendage pulsed with life and warmth as it covered her. The princess as surprising at it sounded, had never been cuddled, or ever been in a relationship before. She had just never had time for it, with her royal duties and all. But oddly... this was very relaxing. She felt safe in Polar's arms and gently pressed into his chest. However, that was when she felt it.

Something warm and hard was pressed against her lower back. Wondering if it was his one of his legs, the princess reached a hoof back and touched the warm object. Almost immediately she knew what it truly was. Blushing hard, Luna felt the warm length of Polar's cock, gently pulsing against her lower back. And from how far it stretched, it was massive. Unsure of what to do, Luna weighed her options. She could wake him up and alert him to his predicament. Or, she could... what? No way. That was most unbecoming of a princess. Besides Polar was a friend. Or... was he? It was hard for her to come to grips with her true feelings for him. If she did this? What would he think?

Luna began to sweat a little and stayed still. Listening to Polar's quiet breathing. She had to make a decision. And so, trembling slightly from the pounding of her heart in her chest. Luna lit her horn, and gripped the length of stallionhood pressed against her back. The princess had seen pictures of stallionhoods before, but this one seemed much longer and thicker than the pictures. Maybe it was because he was an alicorn? She didn't know.

Swallowing the lump in her throat, Luna began to slowly pump the magic, up and down Polar's cock. The stallion snorted softly and squirmed a little but remained asleep, his wing moving up and down slightly in a flapping motion. The princess bit her lip and continued to stroke his length, feeling globs of precum leak out onto her back as Polar bucked his hips a little. Closing her eyes, Luna concentrated her magic and felt lower. Two large orbs, hanging off Polar's thigh from between his legs entered her magic. Holy Celestia, were those his balls? Or grapefruits?? Luna's blush deepened as Polar squirmed slightly in his sleep and murmered something incomprehensible.

She had to be careful or she'd wake him up. And the thought of that was too embarrassing on its own. Stroking his cock quicker, Luna felt Polar buck his hips harder as he thrust in his sleep. His warm, sticky, length sliding up and down her back as she jerked him off. The arms around her midsection tightened a bit as Polar neighed quietly and began bucking against her faster.

"Holy shit," she whispered, feeling the large stallion pump his hips harder. Lunas body rocked with each buck, and as much as she didn't want to admit it. She was starting to enjoy this. Polars tip spat out more precum against her back as Luna pressed against him softly, playing with his balls in her magic.

"That's it big boy, keep going," she whispered to herself, blushing. What? What did she just say?

"Umal, shush, you're gonna make me wake him up!" She said in her mind.

"Would that be so bad though? You know as well as I do how wet you're becoming down there."

It was true, Luna was enjoying the feeling of the large stallion behind her using her back to pleasure himself to the point where her winking slit was oozing juices onto her thighs.

"Not helping!" Said Luna, as she felt Polar tense up. "Wait a minute, what is he-"

The white alicorn let out a loud groan, as he made one final thrust against her back. Luna gasped as warm, gooey spurts of cum shot out of Polar's tip and onto her back. Making short bucking motions, Polars cock throbbed as more and more cum splattered out onto the blanket, Luna's back, and his stomach. The princess could literally feel his balls throb in her magic as he unloaded against her. Not really knowing how to react, Luna's wings flared and hit Polar in the face.

The stallion woke up almost immediately and fell backwards away from her, rolling into his back as he held his muzzle.

"Ouch! Luna what the-"

But he was cut short at the sight of the Princess coated in a white substance, globs of it running down her back. He then looked down between his legs at his limp stallionhood, still leaking small streams of cum.

"Oh no.. Luna did I- oh my god Luna I'm so sorry!" Polar said, covering himself and fumbling to grab a towel and foal wipes from his saddlebag.

"Polar"

"I shouldn't have done that, oh sweet Celestia, oh no."

"Polar"

"I promise I wasn't trying to-"

"Polar!" Luna shouted, placing a hoof on on his shaking arms. The stallion looked up at the princess, with panic in his eyes. "Relax, it's okay. You didn't do anything wrong. I promise. In fact.. I should be the one apologizing. I pretty much just made you do..." She motioned to her cum covered back, "that, without your permission. I am sorry if I caused you to panic." Luna said, looking up into Polar's eyes.

The white alicorn looked from her back, then to his limp cock, then back to her face.

"No.. its okay. Honestly, I'm happy my first time was with you." A smile stretched across his muzzle. "I've.. never really indulged myself in that way. I've always been more preoccupied with books and fixing up Ponyville." Polar blushed softly and moved back toward Luna, wrapping his arms around her. Luna turned around to face him and smiled as well, pressing her head against his chest.

"Does this mean?" She asked, looking up at him.

"I believe so, I mean, if you'd like to be my marefriend."

"I would love that Polar," said Luna, hugging him tightly. "However, there is one thing I might need your help with."

Polar raised an eyebrow, "hm?"

Luna raised a hind leg and nodded toward her soaked marehood.

"I uh.. got a little excited."

Polar looked and let another blush tinge his cheeks.

"I believe I can help with that."