It took a couple of minutes of flight, but Midnight, along with Dash at his side, followed Starlight to the point of where Marina had supposedly disappeared. Starlight filled them in on the way.

"I'm sorry father, I didn't know what to do." Star cried softly as he continued pumping his little wings to fly as fast as he could to the spot where had had come from.

"It's ok, just tell us what happened." Midnight spoke as he pulled a little closer to his son, Dash listening as she pulled to his other side.

"Well, we were bucking a few smaller clouds and thought it was neat how they would explode outward and rain snow in all directions. We felt a little cold from each one. Then Marina saw a really big cloud and decided to see if she could make it explode like the rest of them."

Dash at that moment face hoofed so hard she almost knocked herself out.

"Then the cloud exploded and everything went white and really cold. So cold that my wings froze and I fell from the sky. Or....... Well I thought I did. But I landed on a cloud before I saw Marina fall past me toward the ground. I tried to use my magic to catch her but she fell to fast." He continued to cry out as they came to a hover just a couple hundred yards over the edge of the Everfree Forest. Midnight cast a quick visual magnification spell over his left eye as he closed his right eye and looked down toward the canopy as Starlight continued.

"When my wings finally unfroze I flew down to the canopy of the forest to see if I could find her. Then I heard a really loud roar. I........ I got scared and flew back to you." He cried as he hugged his father. Midnight pulling him away and giving him a stern look as he spoke.

"Star........ Son, you did the right thing. But right now I want you to stay here with Dash and wait for me. If I'm not back in two hours, teleport back to the castle and tell your mother what happened. I'm going into the forest to find your sister." He stated quickly as he continued to search the canopy for broken limbs. After a few moments he found what looked like the entrance that Marina had managed to make upon crashing through the canopy. He looked back to his son and Dash, giving a nod before taking a dive toward the same spot. His horned glowing in luminosity as he barreled into the canopy and crashing through it causing Dash and Starlight to cringe as the sounds of loud snapping before they covered their ears as Midnight began shouting out in the royal whee.

"Marinaaaaaaaaa! Daddy's here! Answer me honey!" He continued shouting as he barreled through the trees cutting them down as he went with his wings. Dash gawking at the amount of them that fell as he continued on only to see them stop falling after several hundred yards.

"Why'd be stop?" Dash asked as they watched for a moment before a loud roar erupted from the forest floor, then a plume of fire that they could feel from where they stood on a small cloud.

"Whoa!" They two said in unison as everything went quiet.

Back on the ground Midnight had used his blade wings spell, along with a shield spell to bolt through the foliage at record speed. Quickly clearing a large path in case Marina should be nearby and able to see and hear the falling trees, had she not heard his bellowing for her. As he made his way through the forest he came to a sudden stop seeing a large ethereal bear sitting quietly outside of a large cave that looked as if it would head underground.

The bear upon seeing the Alicorn, let out a vicious roar that shook the forest all around him. In turn spitting out a few piece of what looked like some large bug chitin. One piece landing before Midnight as he stood there in shock upon seeing it.

"N-no............... Marina................ please God don't let it be her............" He spoke as his eyes began to pour out lines of tears.

*THUMP*

A massive paw hit the ground in front of him as the bear began to take in another breath to roar at the Alicorn once more, but didn't get the chance as Midnights mane and tail erupted upward with enough force to completely obliterate the canopy above him, this in turn causing the bear to fall over backwards, racing away from the intense flames as Midnight took chance into the huge cave below.

The bear had made it quickly into the cavernous region of the cave below, quickly bolting around a corner out of Midnights sight. Once he rounded the corner, he was met with a giant paw that swatted him roughly into the wall and held him there. After a second of dizziness, Midnights horn lit up as he growled out toward the giant bear, but stopped as it released him and leaned down, taking in a deep sniff of him before pulling back and sneezing roughly.

"Well, it has been some time since I have seen you Alicorn." The bear spoke in slightly deep, but very feminine tone.

Midnight stood there in a little bit of a daze upon hearing a bear that was easily a hundred times, if not more, his size, speaking to him. Then his stance lowered as his horn lit up.

"Where is my daughter?! Did this one eat her?!" He spoke out as tears streamed from his cheeks.

The largest bear gaze a surprised expression as she looked down to the smaller one who looked up at her and whimpered slightly as it jumped into her arms, asking to be protected from the fiery beast before it.

"What was your daughter? I cannot answer the question unless I know what she was." It spoke out in a slightly annoyed tone.

"She IS a changeling in the guise of a pegasus filly. Unless this one ate her." Midnight growled as he glared at the smaller bear.

"A pegasus, you say? And she is a changeling as well? Now I do believe I have seen everything if you have taken that young one as your child willingly." The large bear spoke out in an amused tone.

"So, is she alive? Or was she the remainder of what this young one spit at me when it roared just a moment ago?"

"AND WHAT IF SHE WAS ALICORN!" She snapped as she bolted toward Midnight only to seize up in Midnights magical grasp.

"THEN I WILL TAKE ITS LIFE AS WELL AS YOURS!" He spoke out in the royal whee, making his voice vibrate the walls far harder than the bear did.

At this moment the little bear lunged at Midnight only to be caught in his spell as well, causing him to strain greatly in using his magic. He snorted a small plume of fire from his nose as the three beings glared at one another for a few seconds.

"Daddy............... Is that you............" Came a quiet voice from behind the large bears, Midnight taking no time in bolting to behind a rock that was blocking his view of the voice. He rounded it seeing the small changeling huddle in a corner away from several dead changelings that had been torn in half. Her guise had all but fallen, leaving a shivering changeling in its place.

"Marina!" He shouted as she jumped into his arms hugging him roughly and crying into his neck. He turned around and moved from behind the rock, quickly making his way to in front of the two bears as he spoke.

"I am going to release you, but I want to know two things." Midnight growled as he released the two bears who then growled at him. "One: Why did you take my daughter in her, and Two: how do you know me?"

The large bear gave a snort as she looked down to the changeling that was lovingly hugging her father. Looking back to him she began.

"We Ursa's eat changelings to survive. They are in such mass quantities that they are easy to capture and can sustain us for a long period of time due to their nature of feeding off of emotions from other living beings. My cub managed to find her after hearing her crash through the canopy not far from here. Once my cub found her, he attempted to ingest her, but failed due to being unable to bite her in half. I suspect it was due to magic protecting her."

Midnight gave her an angry glare but paused as she continued.

"For your second question, I know you because you saved my cub many years back when the world was enveloped in shadows. I was taken prisoner by the beast and almost took my cubs life in the process. He managed to get away along with many others from the forest. You managed to save them, and I thank you for that. However, had I known that this changeling was your cub, I would have warned mine to avoid trying to eat her." She stated giving her cub a slight glare. He in turn giving a whimper.

"Thank you for explaining everything. I am sorry to say that my foal does tend to get into trouble at times. I am just glad that we discussed thing rather than fight." Midnight said as his posture returned to normal.

"I am sorry you had to deal with the fear of loosing your cub, I know the feeling all to well upon being driven to try and murder my own by the shadow beast. Please do not think ill of him, he was merely hungry and thought he saw an easy prey." She said with a slight smirk. "I am just glad that your cub was enchanted. With the power you have shown me just a moment ago, I would fear that we may not have survived your full wrath upon seeing you cub no longer living. Please forgive us." She stated softly as she hugged her cub to her in a protective fashion.

"Very well, however, please be cautious about choosing your prey in the future. I understand that your cub and yourself need to feed. But please, avoid any ponies that come along." Midnight sighed as his heart began to slow down from the adrenaline that was coursing through his body.

"I understand, and thank you.......... for not taking my cubs life when you became angry." She stated as she released the cub and patted its bottom to get it to move forward toward the Alicorn. "Now say that you're sorry young cub."

The cub moved forward reluctantly as Midnight gave him a questioning glance. That stopped however as the cub spoke out in the sweetest child like voice that a forty foot bear could.

"I'm............ sowwy."

"It's alright, noone was hurt. Just be careful on ingesting random creatures, you don't want to get a tummy ache." Midnight chuckled slightly seeing him nod before he turned back around and jumped into his mothers loving embrace.

"I'll be going now. I hope that the next time we meet, it will be under better circumstances." Midnight smiled softly seeing her nod in return.

"The two hours are almost up, maybe we should go and tell mother." Starlight stated in a slightly panicking voice, that was, until her saw Dash smirk and point a hoof to the large smoking circle that was surrounded by trees. Star turning and giving a huge smile as he bolted down, colliding with Marina who hugged him back lovingly on their fathers back.

"So I take it everything's cool?" Dash smirk but paused as Midnight gave her a stern glare.

"It is right now, but this could have been avoided had you asked them if they knew about those stupid snow clouds." he snorted. "And as punishment for failing to ask, You are grounded, as well as these two for doing something this stupid."

"What?! You can't ground me! I'm twenty six years old, live on my own, and you're not my dad!" She stated as she stuck her tongue out at him and crossing her forehooves.

"Ok, now your punishment just doubled missy." He snorted causing her to laugh for a moment before she found herself falling out of the sky, then quickly being picked up by Midnights magic and placed on his back.

"And you two get the same punishment." He stated as his horn lit up again causing both of their wings and Starlights horn to vanish. "On week as an earth pony, and two for you Dash."

"WHAT?!" They all shouted in unison before he took off toward Ponyville with them riding on his back.