The moon shone high over Canterlot, a large castle town built on and out of a mountain which over looked the magical land of Equestria, as many ponies dreamed of happy times unaware of the alarm they were about to receive. Black clouds formed over the castle as a loud angry voice suddenly echoed through the halls, awakening even the deepest sleepers as it boomed. ”HOW COULD THEE?!” Lightning cracked through the sky as two pegasi ponies wearing the solar guard armor cringed. They stood outside a large door decorated with images of the sun, moon, and different types of ponies. Behind the door the angry voice boomed out like a tidal wave. “YOU ARE WRONG! WE WILL NOT ACCEPT THIS!” The door was shoved open so hard that a chunk of the wood broke off and landed near a guard's leg. A tall alicorn, with a dark blue coat as well as mane and tail that seemed to be made of the night sky itself, stormed out from the room. On her head she wore a black crown and over her withers she wore a small black guard with the symbol of the moon. The thing that drew the guard's eyes first however was her cutey mark, pure black with the moon over it. She was Luna, princess of the night.

The furious pony turned on the open door as her horn glowed again, slamming the door with such force that the wall it was embedded into shook. The guards cringed as her eyes turned over them, but it was only for a moment, as she quickly stormed off.

“What do you think that was about? I've never heard Princess Luna yell at her sister like that...”

“Who knows? She used the royal canterlot voice again so she must have been-” He went silent as the door opened a second time, much more quietly. An alicorn, even taller than the previous one, with a white coat and a mane and tail that seemed to be made of a rainbow came from behind the door. She wore a golden crown and over her withers she wore a small golden necklace with a purple gem in the center. Her cutey mark was the sun itself, though the guard was wise enough not to look at it. She was Celestia, princess of the sun and elder sister to Luna.

Celestia gazed down at her guards for a few moments in silence before speaking. "I need the two of you to ready my carriage and fly to Ponyville. When you arrive I want you to gather my student, Twilight Sparkle. Bring her here immediately." The two guards dashed off, watched by the princess of the sun until they disappeared up some stairs. She turned and walked back into her room, her horn glowing as the door repaired itself behind her. She slowly laid down on a cushion near the fireplace, tossing a small log in as it burned. "Tonight is going to be a long night..." She mumbled as she rang a small bell by her door to summon a servant.

------

A short journey away, overlooked by the castle, a small town slumbered peacefully in the night. In the town a large tree had been hollowed out and made into a small government building, the towns library, and had long since closed for the night. Curled in her bed in the library a small purple unicorn, with a mane and tail of varying purple colors, slept soundly. She was Twilight Sparkle, librarian, protege to the princess, element of magic, and a snappy dancer to boot. And she was also sleeping soundly, unaware of what her future held.

She groaned as the incessant knocking on her door began and awoke her from her pleasant dreams about solving the equestrian transmorgriphication quasi latency equation. She held a pillow over her head and after a few minutes the knocking stopped. "Finally..." She rolled over and screamed as loud as she could at the pony flying outside her window... Who then proceeded to knock lightly on the glass. She dove across the bed, falling off with a shriek as her horn lit up. She grabbed a lamp in her magic and hurled it across the room, shattering both the window and the lamp.

"What's going on?!" A small purple dragon with green spikes mumbled, curled up in a tiny miniature bed on the floor, Spike, Twilight Sparkle's assistant. He sat up in his little bed, looking around frantically but groggily.

"Twilight Sparkle. Please calm down." The pony flew in from the broken window. "The princess has summoned you. Please, come with me." He held out his hoof to her.

"The princess?" It took a few seconds for understanding to click on the young unicorn's face, but she swiftly got to her hooves, and to recognize the armor the pegasus wore. "O-Of course! I'll gather my-"

"Please. There is no time to pack. The princess has requested your immediate arrival."

"Oh... O-Of course." She gulped nervously as she took the stallions hoof. He led her to the window, where the carriage resided, held aloft by one pegasus with a side propped on the window sill. The pegasus flew out to reattach himself to the carriage before Twilight jumped inside.

"Spike I'll be back as soon as I can! Get the window fixed tomorrow and remember to- EEK!" Her orders were lost as the pegasi took off, carrying her to Canterlot and whatever her teacher had in store for her. Spike merely shrugged and closed the curtains before curling back up in his bed, dreaming of delicious jewels.

------

Twilight nervously entered the princess's chambers, cringing as the door slammed shut behind her. Celestia was laying on a large green cushion with a smaller, pony sized red one a few feet away. "Twilight Sparkle. I have been waiting, please, sit."

"Of course, princess." The unicorn said as she moved quickly to sit across from the alicorn. "Is this about my studies? Is there a test? If you'd give me a bit of time I could study and better prepare and-"

"No. Twilight, this is not a test. This is... A lesson." The Princess of the sun smiled down at her faithful student as her horn glowed and brought a small cup of coffee to the unicorn's hoof. "You have much to learn and only a short time to learn it. I wish this could be done another way, but I'm afraid there is no other choice." Celestia let out a soft sigh as she sipped her own drink.

"I don't understand, Princess Celestia?"

"Twilight... My time is coming to an end. I am dying."

"WHAT?! But that's impossible! You're the princess of the sun, without you the world will be swallowed by night! Is it Discord? We can stop him, we-"

"SILENCE!" Celestia's wings spread out as she yelled. "This is not something that can be avoided. All things, even alicorns, die. I have lived a very long time and I cannot fight my coming end. But before I pass there is much I must discuss with you. First, I will tell you who Celestia truly is."

"But.... You are Celestia. How can..."

"Twilight, please listen. Do you remember the hearth warming eve story? How all of the ponies came together to settle in Equestria?" As Twilight nodded, the princess continued. "The story, as most ponies believe, is that for a great time Equestria had peace until Discord came. That... Was not quite true. You see my child, tensions were still strong. The earth ponies felt the others were still abusing their positions and the unicorns and pegasi felt they shouldn't have to help perform menial labor like the earth ponies. In order to help calm these tensions the government of the time created small groups comprised of some of each pony. They termed these groups 'herds', and it was there duty to perform tasks for the government as well as spread good relations through the other species."

"Well, that makes sense. But what does this have to do with you, your highness?"

Celestia slowly got to her hooves. "Twilight, for that I must show you. The castle where you faced Nightmare Moon... There were things in those halls that were hidden away and lost in the thousand years she was away. Just as I was once shown these things, now I will show you." Her wings spread out and her horn glowed, as the world faded away around them.

------

The world came back around Twilight slowly, starting with a small light near her withers. The light slowly expanded around her, unveiling the world, starting with a small path under her hooves, then grass surrounding the path, trees a bit farther out... and at the end of a path, a castle. The entire world was faded, looking gray tinted and filtered. It took her a few moments to realize that she had seen the castle long ago. "That's... It can't be..."

"It is. The castle you and your friends faced Nightmare Moon just a few short years ago." Celestia's voice said behind her, before the princess appeared by her side. Despite the filter over her eyes, the princess appeared clearly in stark contrast to the rest of the world. "Now, come along. There is much I must show you." The two ponies walked to the doorway and slowly navigated through the halls of the restored but empty castle.

After a few minutes of walking they arrived in the same chamber Twilight had once faced Nightmare Moon, before using the elements of harmony. Except instead of crumbling pillars, broken windows, and overgrown vines, the chamber was pristine and well kept with freshly cut marble. Stained glass windows lined the walls. Celestia slowly led her to the closest, an image of six ponies running around the sun. A green earth pony, an onyx earth pony, a white unicorn, a gray unicorn, a green pegasus, and a red pegasus.

"Those were the elements of harmony. Two small herds that were instrumental in making this world we now live in. And creating the alicorns to rule over day and night."

"But I thought you and Luna were the first to use them?"

"Twilight... The first Celestia and Luna are in that image."

The unicorn let out a startled gasp as she looked at the picture closely. "The two unicorns?" This only brought a soft chuckle from the alicorn.

"No, but most would make that mistake. The light colored unicorn and the dark colored earth pony were the first. Celestia and Luna respectfully."

"But how? A pony can't just become an alicorn... Can they? What about Cadence?"

"No. A pony cannot just... Become an alicorn. But I will explain all of that before the night is through. Including Cadence. Those six met soon after Equestria was founded, while this very castle was being built. They traveled to the frozen lands in order to acquire objects lost during the exodus from their old home, including spell books that detailed some of the greatest spells unicorns ever learned. Which also held the spells on how to control the day and night sky."

Twilight's eyes lit up at those words. "Spell books? But I've never seen any like that. Pertaining to control of the sun and stars and-" Again she was interrupted by an expansion of wings.

"No. Most ponies don't believe those spells even exist anymore. The books themselves are hidden away where no pony can see or use them until all of Equestria is once again ready. I know you have more questions Twilight, but please allow me to continue." After a few moments of silence from the curious unicorn, she began again. "The six returned with what they had been tasked to recover, but the trip had been long and difficult. And new challenges had arisen during their departure. The land of Equestria was ripe with bounty, a bounty many wished to steal from them once they had cultivated the land and created a home. With hostilities still strong between the three species of ponies, they were unprepared for the griffin attacks from the east and the dragon assaults from the north, they were slaughtered by the thousands." Slowly Celestia lead her to the next stain glassed window. It showed a pony village, burning in flame as ponies ran in all directions. Dragons flew over head and breathed thick flame on them, griffins on the ground lobbed spears at the fleeing ponies. "The unicorns turned to the most powerful magics they could find, attempting to shield their kind from the attacks. And for a while, they succeeded. They bought time. Many herds were sent out to try and find a way to defeat their foes, as new spells were constantly developed to protect the ponies.

"The six returned a second time, having traveled across the world and beyond even the frozen lands, with the elements of harmony. Using the powers inside the elements they pushed the griffins and dragons back. Unfortunately they did not have the full power of the elements at their disposal... Nor did friendship fully fuel their actions." Slowly the two walked to a third window. The six ponies were there again, but they were fighting, the elements of harmony at their hooves and their coats had turned dark.

"What happened?" Twilight asked as she stared at the image, a shiver going down her spine.

"Greed. Selfishness. Regret. Vanity. Distrust. All of them played a part in what occurred. A spell was created, one which would allow a pony to transcend the barriers that separated the three species. Turning them into an alicorn. They fought amongst themselves, saying their representatives should be the ones to become the alicorn. The elements themselves fought and squabbled, their friendship tossed aside as they sought their own goals first. Their squabbling lured the most destructive force Equestria had ever seen. Discord."

"But the elements of harmony were used to seal him away, right? Isn't that what you told me? But... What about you and Luna? I thought it was the both of you... But you weren't around yet."

"No... when Discord was defeated we existed. But at this point we did not. Discord spread through the land like a plague, changing our world to suit his sick vision of fun. The elements were hopeless to fight him with their union broken, so the element of magic decided to take matters into her own hooves. She and other unicorns gathered in secret, or so they thought, and used the spell. It changed her, gave her power beyond what she had ever imagined. It turned her into the first Celestia."

"And then the elements were used?" Twilight asked as she pawed gingerly at the floor.

"No. As you know Discord thrives on changing ponies. Altering them into twisted visages of themselves. Celestia was no different. She had great power, beyond even what the unicorn's had ever imagined. And she demanded to be treated as a god." Celestia lead her to the next window. In the window it had an image of the proud ruler of Equestria, flames bursting from her mane and tail, ponies bowing before her as the sun shined high over head. "She ruled with an iron hoof. Her thoughts of love and kindness twisted to brutality. Discord merely stood and watched as she destroyed all once she had tried to protect. Even the remaining five elements of harmony were powerless to stop her." The princess stopped for a moment as she fell to the ground, her face flush as the color in her hair seemed to dim, the rainbows that flowed through it having turned almost gray.

"Princess? Are you okay?!" Twilight rushed to her side, her horn glowing as she tried to help the princess up.

"Twilight... I told you. My time is nearing it's end... But I must tell you all this before I fade. Discord reveled in the fact he had corrupted Celestia, and allowed the ponies free of his presence, for a time. Merely content to watch and laugh, he missed the very thing that led to his downfall. The remaining five elements gathered and set their differences aside. They chose the element of kindness and cast that spell one final time. And so Luna was created. With an alicorn at their side they faced Celestia again. And through friendship they managed to return her to the way she once was. In a way very similar to how you returned your friends once Discord had altered them."

Twilight went silent for a moment, waiting for her to continue. But after a few minutes the princess remained quiet. "What happened then? What about Nightmare Moon? Why isn't any of this recorded?"

"Things... changed after that. Equestria entered a new reign of peace and harmony. While at first there was worry that Celestia and Luna would favor their original species, those worries turned out to be unfounded. Within a few decades the alicorn sisters were seen as the proper rulers and protectors of Equestria. The dragons and griffins made peace with them as equals. Celestia took over the day and Luna took over the night... But becoming alicorns changed more than just their powers. An alicorn like that lives for hundreds of years beyond what a normal pony will live. It... Eventually got to Luna as those she knew and loved perished. She threw herself into her nights, giving her everything. And when they were rejected... That was what led to Nightmare Moon. She had remained trapped for a thousand years and in that time there have been three different Celestia's. The first one died soon after banishing Luna, her heart unable to take it any longer. She transferred her powers to a unicorn like herself."

"So that Luna is still... The original Luna then?" Twilight wondered if she should make a chart. "What about the other Celestia's?"

"That will take place in a moment. The second Celestia changed many things in the kingdom. She abandoned this castle to the Everfree Forest and created the new Canterlot. She also worked to alter much of our past and hide it from the less investigative eye. Turning many of ponies fears into myths and legends. It was thanks to her that Nightmare Moon was believed only to be a fairytale, as well as the elements of harmony and Discord.

"By the time she faded, over three hundred years later, Equeastria was much like it is known today. She chose a pegasus as her successor... My..." Celestia shivered as tears began to flow down her face. "She was... Amazing. Beautiful, kind, generous. She was everything a pony could dream of."

"Celestia? How did you know her?" Twilight asked as she shifted nervously, looking down worriedly at the ground. It made her feel awkward seeing her teacher so upset.

"... When I first met her, I had nothing. She gave me... Everything. And then some. I was just an earth pony at the time she chose me. As her..." A light blush formed in her cheeks. "Consort."

"Princess!" Twilight gaped, a hoof over her mouth as her own cheeks turned red. "I-I don't think I should be hearing this!"

"No no Twilight, it's fine. Back then the princess having a consort was quite common. Many ponies had them... I could never bring myself to... I could never replace her..." Her eyes got a little faded as she looked to the side. "No pony should outlive those they love Twilight... That is why I am sorry I must ask you this..."

Twilight took a step back, her eyes going slightly wide. "You can't mean that..."

"Yes... I am sorry Twilight. But I need you to become the new Celestia."

"B-but... But why? You can't really be dying, you're the princess! I couldn't do nearly as good a job, I-"

"Twilight! I am dying. As much as you try to deny it, there is no avoiding this. Within a matter of days my life force will disappear and I will join her."

Twilight stared at her teacher. The mare who practically raised her since she was a filly, who showed her the many wonders of magic and led her to the magic of friendship... Tears began to slide down her face as her voice cracked. "B-but... But you can't... there is still so much for me to learn. So much I need to know. I... I can't..."

"Please, my faithful student. I have trained you since you were a foal..." Her wings reached out to pull the mare close. The world around them faded as the two were returned to Celestia's room, locked in the embrace of the princess. "There is no pony else I could ask. You are kind and loving. Brilliant beyond words. Your heart is pure. And I have done everything I can to make your rule as gentle as I can... I am sorry I must ask you of this, if I could this burden would remain mine to carry for another hundred years."

"But, what about my friends? Family? I'd need to tell them, and-"

"Twilight! While I can understand telling the elements of harmony... I must ask that you never tell your family."

"What? But princess..."

"The elements of harmony may be needed, if such a thing occurs your friends will need to be able to depend on you to work along side them. But as Celestia you will need to watch over all of Equestria. You cannot allow yourself to be divided... And allowing your family to know that you are still here, watching over them will divide you. And put them in danger to those
who desire to control you if word should spread out."

"Why not just tell them? Tell every pony?" Twilight asked as she tried to wipe the tears from her eyes, but they wouldn't stop.

"Equestria is not ready. Oh how I wish it was... If I had a few more centuries, it might have been... Ponies are changing Twilight. Your friends are proof of that. The sonic-rainboom is now used at will by the element of loyalty. The element of laughter and honesty have found ways to tap into their own earth magic. You and your brother are some of the most powerful unicorns ever born. And even more amazing... Cadence. A natural alicorn."

"Cadence?" Twilight slowly stopped her sniffling, wiping her eyes.

"Yes. She was the first, but I do not believe she will be the last. Perhaps in a few hundred years alicorns will be as common as pegasi or unicorns. Every year the magic that flows through ponies is developed and honed, eventually they will be ready. There will no longer be a need for Celestia to watch over them... Then... Then they will be able to learn." Her grip tightened around her student, soft tear drops falling on the purple unicorns head. "I'm so sorry I must do this to you Twilight... I wish I could live forever and never be forced to ask you to shoulder this burden. But we don't always get what we want my faithful student. Or what we need..."

"I... I need time to think... Celestia. What will happen if I refuse?"

"... Then Celestia will disappear. They will only have until Luna meets the same fate, and then they will be on their own... For better or worse." The princess's gaze lowered. "There is another reason I wish for you to take my place though, Twilight."

"Princess?"

"Luna... Likes you. She and the original Celestia were like sisters, the first of their species. They were very close... When she found out the truth, that the last pony she knew and loved was gone... It took her months to recover. She's only started to accept me, and already I am going to be lost to her. But you showed her kindness, and I know if you become Celestia, you will not let her suffer alone. You will help her deal with the difficulties she must face. Including her own time when it arrives. So please, I beg of you... Take my place. Not just for Equestria, but for Luna as well."

"... I understand... I... I..." She pulled from her teachers wings. Just a day ago those wings had seemed so warm and safe, now they felt like shackles wrapping around and binding her. "How long do I have?"

"A few days at most... I will have my guards bring you home. Please remember Twilight... No matter what happens... No matter what you decide. I will always care and love you." The princess closed her eyes and focused, the color in her mane slowly returning.

"..." Twilight couldn't bring herself to respond as she walked from the room, her head hanging... How could she ever decide? How could her teacher spring this on her now? How could she shoulder a burden like this... And what would happen if she didn't? Her mind raced for answers as she slowly walked through the castle walls... But inside she knew what she must do.