It was raining in Canterlot. The skies were dim and overcast and the sun was nowhere to be seen. Twilight wandered through the familiar streets but nopony was there. Every shop and home was empty. Where had everypony gone? A sudden stroke of lightning broke the skies and illuminated the Castle. Even though she was far too distant to see anything Twilight somehow knew that her teacher was watching her.

'Twilight,' her voice split the sky with its thunderous report, 'you have work you must do, or we are all in peril.'

Twilight backed away, fearful and confused, 'But Princess, I don't know what do to, I'm just one pony.'

Suddenly she could see her, the Princess, she was pointing imperiously off in the distance behind Twilight. The purple unicorn turned to look in the direction her teacher pointed at and saw a great wall of water, as if the entire ocean had reared up, ready to strike. It came down and cast a titanic shadow as-

“Twilight wake up!” the Element of Magic stirred restlessly in her sleep before snapping awake. Twilight found herself staring into a pair of concerned blue sapphires. “Hey there sleepy-weeps, you ok?”

“O-oh, uhm, yeah,” Twilight muttered as she sat up, still caught in the post-awakening daze of confusion, “is everything ok? How's the storm Pinkie?”

The pink pony looked drawn and exhausted, her vivacious coat was dirty and dull, and her eyes had dark bags beneath them. Pinkie started to answer but was interrupted by a loud snore. Behind her Applejack was gently snoozing, With a characteristic laugh Pinkie set aside her empty tray and crawled onto the bed next to Twilight. “Well, we got a message from the Princess earlier,” Pinkie started but was interrupted by a panicking Twilight Sparkle.

“Wait, WHAT?! Why didn't you wake me up!?”

Pinkie laughed again, a shadow of her usual bubbly chortle, and patting Twilight on the head to which the dazed mare could only grimace. “It wasn't anything important, just letting us know that low tide was in, high tide isn't for another six hours so we have some breathing room.”

Twilight let out a breath she hadn't realized she'd been holding in. “Oh... ok that... that's good, we need it. These last several hours have been...”

This time it was Twilights' turn to be interrupted by Pinkie's wide yawn as she slumped against her friends' side. “Oh, 'm sorry Twilight, I'm just...” another record-breaking yawn, “just tired... I think I'm all Pinkie'd out.”

“Don't worry about it Pinkie, we've got some time, I'll go make the announcement about low tide, you take the cot for a few hours ok?” Twilight said as she stretched her aching limbs, those cots weren't the lap of luxury but they were better than the floor which was either concrete or ice-cold marble. Unfortunately the cot was set up on the latter so Twilight got a shock of cold running up her legs as she set her hooves on the floor. At least it was bracing she reflected as she looked back, smiling as she noted that Pinkie had already tunneled beneath the wool cover and was lightly snoring. On a sudden impulse Twilight brushed a stray strand of pink locks that were threatening to be inhaled off to the side and tucked her friend in.

Then Pinkie hiccuped in her sleep.

For a moment Twilight just stared. She hadn't known that could even happen and when it did a warm blush crept up Twilights' face. She really wasn't sure what she thought of it. Fortunately her train of thought was derailed by a commotion from the second floor. Looking up she saw a pair of pegasi, one dirty brown and the other a sort of cotton-candy blue, trying to replace a shattered window. With a moment of concentration Twilight teleported up near them.

“What seems to be the problem gentlecolts?” asked Twilight as she approached.

“Huh? Oh, yer ladyship, sorry, we didn't see you there, well, High Gust and I are tryin' to patch up this here window, but he wants to refit the glass,” the blue one explained.

“How did it break in the first place?” Twilight asked somewhat perplexed, the window panes were designed to withstand high-velocity winds, if this one could break then the others... That's when she noticed the two looking at each other with confused expressions. “What?” she asked, “What is it? What did I say?”

“Oh, well, uh, nothing really Lady Twilight,” The brown one said, drifting down closer to the ground, “We just figured everyone saw it, you must be one heckuva sleeper to have slept through your rainbow friend getting blown through the window.”

“W-what?! Why does no one tell me these things?!” an exasperated Twilight asked nopony in particular, “you know, it's ok to wake me up! It's not like I can't just go back to sleep! Seriously, why does...” Twilight blinked clear of her ranting as High Gust coughed into his hoof, “Ahem, sorry about that, so... I assume Rainbow Dash is ok?” Twilight asked-slash-hoped.

“Oh yeah,” the blue pegasus said, his manner turning excited, “ya should've seen her! Blasted through a window by lightning, everyone thought she was a goner, then she bursts out of the pile of bookshelves she landed in full'o piss an' vinegar, screams blood marey at the storm, and goes flying back out without a word to anypony.”

Twilight let out a relieved sigh, that certainly sounded like Rainbow Dash.

“Ok you two, you were right about one thing,” Twilight started, her mind finally free to process the problems at hand, “High Gust, we need to shore up this window, nothing fancy, bolts and boards will do, drill it into the walls if you have to. There should be some bolts of the right size in the supply room.” She turned to the blue pony, raised her hoof and opened her mouth before realizing she didn't know his name. A fact he seemed to pick up on thankfully.

“Wind Whisk ma'am.”

Twilights' ears drooped a little in embarrassment before she reclaimed her former authority, “Right, Wind Whisk, you go secure some thick planks, take apart some bookshelves, that should do for now. We'll have to replace them every couple of days at best but we've got plenty of... materials.” She hated the idea of tearing down bookshelves, at least they weren't to the point of... burning books... to stay warm. Twilight managed to wait until the two pegasi were off doing their respective tasks before shuddering violently at the thought. Still, it would be some time before a proper barrier was erected so for now it was up to her. As always Twilight entered the quiet space in her mind before performing a more complex and powerful magic and a effervescent glow suffused her horn. She traced lightly along the mnemonic pathways her mentor had taught her to create within her mind to make the control of magic easier.

“Remember Twilight, power is something you will never lack,” the Princess stood over her pupil as she attempted to levitate a book for the first time. “Control is what you must learn. Discipline and control.”

“Discipline...” Twilight muttered softly to herself, “...and control.” She felt the built up charge flow into the proper matrices. Another successful spell, Twilight thought proudly. As she opened her eyes to survey the magical barrier she had erected to keep the rain and cold out she was struck with a sudden vertigo and dizziness. Blood rushed to her head and Twilight was forced to hunker down and wait for the world to stop spinning.

“Oh my, Twilight, are you okay?” Fluttershy's timid and quiet voice came from behind her.

“Ugh, yeah... I'm fine Fluttershy, I think I just used a little too much juice for that spell,” Twilight took a deep breath and felt equilibrium return. “I guess I'm still worn out from holding the floodwater's back with Applejack a few hours ago, those sandbags are heavy.”

“I know... I tried lifting just one and I barely got it to the barrier,” admitted Fluttershy as she helped Twilight back up to her hooves.

“Wow, that's actually kind of impressive, I couldn't even lift one of them without my magic,” Twilight said with some surprise, “I probably would have had to drag it.”

“O-oh, really? Well, sometimes I have to carry animals and some of them are heavy so...” Fluttershy trailed off, as unsure of herself as ever, and started tracing her hoof on the ground.

“So how are the foals?” Twilight asked brightly, breaking the silence and giving Fluttershy the subject-change she was clearly looking for.

“Oh they're lovely, a few of them were rowdy but I calmed them down,” she sounded very pleased with herself.

“I'll bet you did,” Twilight muttered under her breath, remember the eyes that had Stared down a cockatrice, yet another logical impossibility. On a sudden spur of thought Twilight asked “Hey Fluttershy, did you know ponies could hiccup in their sleep?” Her voice was honestly curious and was, somehow, blatantly oblivious to the strangeness of the question.

Fluttershy's brain clicked backwards for a moment trying to find the point in the conversation that it had changed from happy foals to sleep-hiccups. She didn't find one so she just said, “Uhm, no, I didn't know that.”

“Sorry, I just... heard it, today, when I woke up... I thought it was...” Twilight trailed off, finally realizing how weird the conversation had gotten. “Wow that was kind of a non sequitur huh? Sorry about that,” Twilight said, blushing with embarrassment.

“It's ok Twilight, anyway, the reason I came up here is because... well, we have another new pony who just made it in from the rain...”

Twilight arched an eyebrow in confusion, they were getting new refugee's all the time, “Ok, so I guess there's something different about this one?”

Fluttershy nodded but didn't say anything she just pointed down at an corner of the library that nopony had decided to occupy. Until now that is. A pony with a pearly mane and light blue wearing a torn and stained cape and a sodden pointed 'wizard' hat. From what Twilight could tell she'd been less than welcome around any of the other groups, not surprising given her track record.

“Oh boy,” was all Twilight had to say. Fluttershy just nodded in agreement. “Okay, go back to the foals Fluttershy, I'll handle this.”

“Good luck Twilight,” was all she said, her calm smile gave Twilight some confidence, drawing out a nod that had more strength than the purple unicorn actually felt.

“Here we go...” muttered Twilight as she descended the steps the old-fashioned way. She had the feeling she would need all of her mental fortitude intact to deal with 'The Great and Powerful' Trixie. At least this answered the small niggling question she'd always had about where Trixie ended up after her disastrous show in Ponyville. 'The poor mare really can't catch a break can she?' the though came unbidden into Twilights' mind. Looking inward she realized that she didn't harbor any ill will toward Trixie, she was a braggart, a liar, and a showboat but... Twilight had to admit the powder blue mare didn't really strike her as a 'bad pony' at heart. Now, only a few meters away at this point, Twilight only felt pity, Trixie was a long way from 'Great and Powerful' now, curled up in a shivering ball on the carpet, only covered by a cape that was at least as soggier than she was.

Evidently Trixie heard Twilights' approach, she didn't move or shift at all but said, “Trixie is just fine where she is, it is quite clear Trixie is not wanted, not that Trixie has any desire to mingle with such barbarians.”

Yup, same old Trixie. Still, there was something different in her voice this time, instead of being full of confident bluster there was a hint of a tremble. Twilight had a sudden revelation on where it came from. Most of these ponies had lost a great deal to the floodwaters, maybe everything. Trixie might be one of the only ponies here who has had to suffer that indignity twice in as many years though. It probably hurt.

With a long-suffering sigh Twilight leaned back, levitated one of the less-scratchy blankets from one of the empty cots, and braced herself as she walked over.

“Hey Trixie, it's been awhile.”

Even Trixie's shivering stopped as she poked her soaked head out from under her cap and finally saw who it was that had come over to greet her. “Wonderful, and Trixie thought her day could not possibly become more humiliating,” Trixie shook her cape off and stood up though she didn't look Twilight in the eyes, “very well, I assume you're here to mock Trixie for trying to show up the Element of Magic, go ahead, but I will not-” Trixie was cut off by the sound of Twilight losing patience, an effect which sounded an awful lot like a wool comforter being thrown over someponys' head mid-sentence.

“Actually Trixie, I thought you looked cold, so I brought you this blanket, and I was just coming to let you know that there are some free cot's over by the east wing.” Twilight pointed over to a nest of simple bedspreads with her hoof, “and a fire pit in the middle where you can get dry, nopony wants to be getting a cold in this environment, we'd all be sick by the end of the day.”

Trixie worked her mouth wordlessly for a moment which Twilight took a small, and guilty, pleasure in. Ok, maybe she didn't mind knocking the pompous mare down a few notches. She still felt bad for her, and if anypony needed a reality check it was probably Trixie, though reality was in no short supply with this storm, Twilight reflected. When Trixie finally gave up trying to find a comeback she crumpled into a dejected pile on the floor and did something Twilight never expected.

Trixie started to cry.

It wasn't loud sobs or heaves, she just dropped down and tears started flowing thick and fast from her eyes.

“Oh... oh no, I'm sorry Trixie, I... uhm...” Twilight knelt next to Trixie, and could finally hear her very miserable-sounding weeping. Pushing down another twinge of guilt the purple unicorn adjusted the comforter so that it would cover her properly. Additionally, she did so to spare Trixie some of her pride by ensuring that nopony else would have to see her cry. Twilight hated having other ponies see her crying and guessed, correctly, that it would be doubly so for a proud pony like Trixie. So, completely devoid of ideas, Twilight slid underneath the cover with a soggy, shivering, weeping Trixie to give her a little warmth and awkwardly put a comforting arm over her shoulder.

Trixies' tears only lasted another minute for which Twilight was absurdly grateful, she really wasn't sure what she would've done if they'd lasted much longer. Finally after getting her waterworks under control Trixie hiccuped a few times and silently hid under her hooves.

“Uhm, Trixie? Are you all right?” Twilight asked softly, not wanting to provoke another wave of tears but now approaching something like genuine worry for the poor pony despite her well-deserved reputation for charlatanry. Twilight was pretty sure this wasn't a trick though. She'd seen ponies cry before and it wasn't pretty. For some reason Twilight thought if Trixie was going to fake it, she'd try to make it look endearing. This whole thing had been just, well, sad.

Twilight waited almost thirty seconds before deciding Trixie probably wouldn't answer when a small voice came from underneath Trixies' hooves. “No, no Trixie is not fine. Trixie is very far from fine, Trixie might be the least fine pony in Equestria right now.”

“Is there anything I can do?” offered Twilight sincerely, now she was definitely worried.

Trixie looked up from her hooves and let out a slow breath, “Why?” was the only thing she said before burying herself again.

That seemed like an odd question to Twilight, everypony needed help right now especially, it seemed, Trixie. “Well, because you seem like you need somepony right now, and I wanna help.” When in doubt, be forthcoming and honest, and for once that hadn't been something she'd pulled out of a book. It had been a very good piece of advice her brother had given her once.

“Because Trixie mocked you and your friends, endangered your town, belittled your talents, and then ran away without so much as an apology or a 'thank you' for saving Trixies' life when her lies brought an Ursa Minor to town.”

Darn, those were actually pretty good reasons, Twilight reflected. But...

“Trixie, that was over a year ago and nopony got hurt. In fact, you were the only one who really lost that day,” at these words Trixie finally looked up, her eyes red and puffy from crying, and Twilight placed a hoof on Trixies' shoulder, “I never held a grudge over any of that, in fact I still have some of your stuff that Spike and I recovered from your show-trailer," Twilight admitted with a small smile, "I put them in a couple of boxes in the Library.” She didn't mention that after the whole affair Applejack had wanted to sell it off but Twilight hadn't felt right about it. So in the end she kept what they'd salvaged in case Trixie ever came back for it. Also because Twilight was reasonably certain that some of the fireworks were sold off of the Appleoosan Reservation and selling ordinance was technically illegal. “So how about after all this is over, you come by Golden Oaks, ok?”

Twilight was tiny bit afraid that her offer would bring on another bout of tears but, thankfully, Trixies' pride would only be willing to suffer so many breakdowns in front of another pony. Especially in front Twilight, so instead she just nodded her assent with a grateful smile, with a sniffle reemerged from her hooves, “Trixie thinks this is the first time she has ever been invited back somewhere she has performed,” a little dryly as she pulled the coarse blanket tighter and shivered.

“Well the offer stands, now, let's get you over to the fire pit, I meant what I said about colds, no way my schedule would survive an outbreak,” said Twilight with a genuine smile. “I need to head over there anyway.”

The showmare followed her hostess towards the fire pit and Twilight saw her shudder in delight as she got in range of the warmth. Despite a few sideways glares it seemed nopony was willing to speak against a pony who had been, even silently, vouched for by the Element of Magic herself. Not to mention the pony who was responsible for their current feasible living conditions.

~ ~ ~ ~ ~

Twenty-One Hours Earlier – Three Hours Before Stormfall

With a snap of displaced air that tasted of ozone the six Element Bearers and Spike appeared in the main foyer of Manehatten City Hall. They landed amidst a scene of absolute chaos. Ponies ran pellmell, yelling and overruling, shouting and generally just getting in each others way. What was worst of all from Twilights' point of view however, was that absolutely nothing seemed to be getting done. She saw a small circle of calm, the 'eye of the storm', Twilight thought with a sense of irony, which was centered around Mayor Maynot, the very pony they had come to see. He was a heavily built gray and brown-spotted earth pony with a graying mane, broad shoulders and a frame that spoke of a youth filled with physical labor, as well as regular exercise in his later years. Maynot noticed Twilight and her friends almost as soon as she found him and his little group of orderly management.

“Oh, thank Celestia,” the Mayor crowed, his cultured voice filled with relief, “you are the bearers of the Elements of Harmony correct? Well I don't know if you had noticed but we could use a little harmony around here.”

“Yeah, we noticed,” Rainbow Dash said dryly.

“Darn tootin', looks like mah house durin' a family reunion, only more peaceable,” Applejack said, drawing a laugh from the floating pegasus, Fluttershy, true to form, looked to be attempting to hide underneath her hair.

“Darling, I hardly think this is a time to make jokes, everypony is in a state of panic and it's our job to-” Rarity spoke up but Applejack waved a hoof dismissively.

“Ah know, ah know, alright Twilight, yer the organization expert 'round here,” Applejack, and everypony else, looked directly at Twilight Sparkle who blushed furiously under so much scrutiny but got her bearings with admirable speed.

“Ok everypony,” began Twilight, then she took in a deep breath and the others braced themselves, they knew the start of a Twilight-chore-list when they heard it. “Mayor Maynot, I need every available magic-practicing unicorn at my disposal immediately, Rainbow Dash, coordinate with Captain Gale and bring me reports on the storms' progress, Mayor I need every other able-bodied earth pony not evacuating to help Applejack gather as many supplies as possible and bring them to the Manehatten Library-”

The Mayor sputtered momentarily before asking, “why the Library of all places?”

Interrupted, Twilight glared at the Mayor before remembering herself, “uhm, sorry, right, the Library is the sturdiest building by far, not too tall but large enough to provide for almost fifteen hundred ponies if need be. More if we push the limits.” Looking thoughtful the Mayor nodded in agreement, allowing Twilight to continue. “Rarity, I need you to liaise with the unicorns that the Mayor gathers and bring them all to the Library to set up the circle I outlined,” Rarity nodded with uncharacteristic seriousness. “Pinkie, go to the Library now, check the kitchens I need a full list of supplies we have on hoof.”

“Okidokiloki!” came Pinkie's reply which was slightly behind her actual disappearance out the door and into the rain.

“Fluttershy, start passing out those notices the Princess and I whipped up, let everypony you see know that they can find safety at the Library, don't take no for an answer, otherwise they might get hurt, ok?” At the mention of somepony getting hurt Fluttershy showed sudden steel her backbone and stood tall.

“I won't let you down Twilight,” she said, her voice small but strong.

At this point all of the room had quieted down, everyponies ears drawn to the sound of someone who had a plan. “Alright,” Twilight said, looking at each of her friends in turn, “All of you... be careful out there, the storm isn't here yet but the winds are still powerful.” Each one of the four remaining friends nodded and they each split to their respective tasks.

Once Mayor Maynot had pointed Rarity to the right pony to help her, an matronly brown unicorn named River Blossom, he trotted over to where Twilight was triple-checking her lists. “I must say my dear, I've never quite seen the like, you have quite a talent for leadership in a pinch.”

“Hm? O-oh, uhm, thank you,” replied Twilight with a blush, her voice now completely devoid of the powerful quality it had possessed earlier. Rather than the Element of Magic the Mayor was now simply talking to Twilight Sparkle, the librarian of Golden Oak's in Ponyville. “The Princesses are relying on me to bring a lot of ponies through this, I just hope I'm up to the task,” she trailed off, the Mayor saw that the weight of this sat very heavily on the Twilight.

With a gruff harrumph the Mayor sat next to Twilight and surreptitiously drew out a flask from his inner jacket and took a short swig. “You are still very young, Miss Sparkle,” he said quietly, his voice had the air of an elder that Twilight had learned a long time ago to listen closely to. “If I had it my way you'd not be anywhere near this, or any pony your age, but that's not the case, and nopony denies that we need you.” Maynot took another swig, somewhat longer this time, from his flask, “In the coming hours it will be to you that everypony will look to, I think, not I, and if you want an old politicians' advice on the matter...” he allowed himself a small laugh at Twilight energetically nodding her head, “...well, it's this. Fake it.”

“hu-what?” Twilight was honestly lost for words, she wasn't sure what she expected Maynot to say but that hadn't been it.

With a derisive snort the Mayor tucked his flask back where it came from and explained himself. “Leaders are not immune to fear, or doubt, or panic, we're normal ponies down to the bone, but they,” he gestured to all the ponies moving around going about their business in a sort of orderly mess that had taken shape after Twilight's list gave them some direction, “they need to believe that you are.”

A small knot of fear built up in Twilights' stomach as she asked in a small voice, “But, I am scared, I'm panicking, these lists are all that's really holding me together.” For the first time the Mayor saw how fragile the shell around Twilight's panic really was, she was one catastrophe away from breaking down into tears.

“And that's the rub darling, you are afraid, so am I, but that's the sacrifice we leaders make, we have to pretend that we are not, we must be the stone that our constituents,” he gave a self-deprecating laugh at his word choice, “sorry, I've been a politician too long,” he explained before continuing, “we have to be the rock that they can cling to, which means we can't have any cracks or it all falls apart.”

“What if I crack though?”Twilight asked, moisture building up in her eyes and her lists sitting forgotten at her hooves.

“Here's a tip from a professional, if you're going to lose it, do it somewhere private, so long as they don't see it then they'll keep,” the Mayor said, and gave an overwhelmed Twilight a comforting pat on the head with his massive hoof before going back to his duties.

“Wait!” Twilight called out as he left, “thank you Mayor Maynot, I feel a lot better,” Twilight said with a small but real smile, and gave the old stallion a chaste kiss on the cheek before going back to her lists. Archibald Maynot returned to the mess of administration that was the act of keeping this city afloat in the coming storm with a smile and a lighter heart than he'd had in years.

~ ~ ~ ~ ~

With Trixie at her side, having finally found a comfortable place by the fire to dry off, Twilight levitated an empty cot over so she could get some extra height.

“Ok everypony, I've got an announcement,” instantly she had everyponies attention, she could hear the sounds of ponies literally falling over themselves to get to where they could see and hear her properly. Twilight took a deep breath to steady herself, 'just fake it'. With a confidence she didn't feel Twilight gave everypony listening the update. A few hours of relative peace despite the howling winds and pouring rain thanks to Luna's moon. The coming weight that would arrive with high tide, updates on supplies courtesy of Rarity and Pinkie. The state of the sandbag barriers and a public 'Thank You' directed to the gently snoring Applejack for her services in keeping the barricade up against the rising waters. A few tearful reunions of foal with parents thanks to the diligent efforts of Fluttershy, and finally a gather of personal letters to be sent to Canterlot via Spike.

After the update Twilight got off of her soapbox (soapcot?) and dragged it back to where she'd gotten it, manually this time, despite the sleep she'd gotten she was wearing herself thin again. Twilight managed to get to Pinkie's side and scooted the cot so that it was just adjacent to her friend who was still snoozing soundly under the blankets, a single tuft of pink cotton-candy poking out from beneath them. Even with the howling gale outside Twilight managed to curl up under the blanket, reassured by the closeness of her friend, and begin to fall asleep.

Despite the fact that Pinkie still, apparently, had the hiccups. Twilight decided to think it was cute.