Von walked into the gardens the following morning, sword ready and examined the area. Everything was finally back to normal, much to his relief, and the day was going by normally. As he looked around, he saw the pegasus mare that called out for him and proceeded to walk towards her.

"You're late." Midnight deadpanned. She turned to him, fixing a pair of small glasses she was wearing and smiled. Von chuckled and smiled back at her.

"Sorry. But you can't expect me to rush when it comes to eating breakfast. I like to enjoy it." He replied. Midnight's warm demeanor faded as quickly as it was shown and was replaced with a more serious look.

"Anyway, it's time for your training. I know you've been researching magic in the archives and personally with the princess. But your swordsmanship needs to be more refined. Your technique is sloppy and if you're going to even ATTEMPT to find this Professor B., then you better shape up and get to it. Understand?" She ordered.

"Yes ma'am." Von said with a mocking tone. He chuckled and held his sword in his hand, Midnight taking her blade out and brandishing it proudly. The two of them stayed silent for a moment, letting the wind blow around them before Midnight made the first move and swiftly dashed towards Von. With little time to react to her movements, Von took his blade and blocked her sword strike. He smiled for a moment until he felt himself lift off the ground. Midnight used her foot to lift Von off his legs and slammed him onto the ground below.

"Ow!" Von cried, rubbing his back. Attempting to get back up, he quickly reeled back as Midnight's sword scratched his cheek as it jabbed into the ground beside him. "H-hey! Are you literally trying to kill me?!"

"I'm fighting you as if to kill you. And I expect you to do the same. Now stand and fight!" Midnight screamed, pulling her sword back and repeatedly stabbing at him. Von stayed on the ground and crawled backwards, dodging her strikes as best he could. "Stop dodging and fight! Every part of our bodies is a weapon, waiting to be used. Start using them! Live up to your father's name."

Von's eyes widened in shock at her words and as her sword was about to come down, Von whipped his tail and wrapped it around her leg and tripped her up. Midnight fell onto her back, dropping her sword and was greeted by Von's own blade pointing at her face.

"What do you know about my father?" The kirin inquired, wiping the blood from his cheek. Midnight smiled at his sudden boldness and sat still, lest she risk getting an injury in return for his own.

"You should be aware of some of the things the princess told you. Being teased by her, being enlisted into her forces to ward off the changelings. And training some of us in the guard."

"He trained you?" Von asked, raising a brow. But this continued questioning was a mistake on his part as Midnight kicked up into his chin, sending him backwards as the mare grabbed her sword and continued fighting. The two of them clashed swords again and again, steel clashed against steel and sparks flew around them. Midnight wasn't just blowing steam. The way she fought, her technique and strength. It was all the same as his father's.

So he really did train her...and the results are truly showing. No wonder she's still with the guard, Von thought. Midnight backed away and rubbed her shoulder, cracking her neck and smiling.

He's indeed strong. He may be a bit sloppy, but he's certainly determined. You've got quite the son, Ignus. You made a good choice in a lover, Stormy, she thought as she wiped a nearly visible tear. She fixed her glasses again and looked back at him. I'll take good care of him. I don't love him...much...but I've grown to admire him.

"Hey. You gonna sit there and gawk or are you gonna fight?" Von called out, snapping the mare from her thoughts. She smiled at him and watched as he held his sword to her. Like the honorable fighter she was, she returned the same gesture.

"You got it." She replied. As Von was poised to attack her, she quickly brought her sword to her side and placed her hand on the blade. In the very same manner that Ignus had done.

"Bushido style..." Von muttered. He thought back to the battle he had, the very first battle he had with his own father, and chuckled. "So he taught you even that, hm?"

"He taught me alot of things." Midnight quipped. "Come and get it, big boy."

No more words were exchanged between them. Von charged in, gripping his sword tightly and swung it towards the mare. In response, Midnight swung her own sword and clashed with Von's. The impact from their blades clashing caused them both to slide backwards, but they didn't stop. After a quick breather, they were at it yet again. From her window, Princess Celestia looked out and saw the two of them fighting and smiled. They were training, getting ready for whatever came their way...but that wasn't the only reason. Midnight was trying to cheer Von up, relieve him of his frustrations after Storm's death and to make sure that his resolve was still there. She stood there and thought about the events that happened prior, including one that shocked and amazed her.

"He's acting like a little brat!" Midnight had said prior to the battle. Celestia had sighed and sat in her throne.

"I know, Midnight. But like you, he is still hurting. Just give him time and I'm sure he'll come around." Celestia was lying to herself. She could tell how deeply Von had cared for young Storm Front. And after seeing her die, die for him, it tore him apart.

"I don't care! I'm not just gonna sit by and let this idiot make a mockery of my sister's sacrifice!" Midnight had grabbed her sword and began to walk out, not even bothering to pay her respects to the princess.

"Where are you going?" Celestia had asked. It was unlike Midnight to leave without bowing or asking to be excused. But the mare in question smiled and looked back at her.

"To ask that wimp to train with me. Stormy told me what he was trying to do. And there's no way I'm letting that idiot even TRY to do something like that without having a hardened resolve first."

Celestia continued to watch the two of them and smiled. Midnight was putting her all into her swings while Von was starting to put more strength into his own. He was becoming more like his father each day.

About fifteen minutes passed as the two warriors finally stopped fighting. Von was on his rear, sword in hand and looking up at the victor. Midnight had her sword pointing at his face and was breathing hard, smiling down at him with a smug look. Von chuckled and wiped his cheek, cleaning it of some of the blood from the cut Midnight made.

"Alright. You win." Von said, putting his sword away. Midnight sheathed her own and stared at him.

"Feel better?" She asked. Von raised a brow and looked at her.

"Was that what this was about? You thought I was still upset?"

"I know you were. Don't bother lying to me." Midnight hissed. Von sighed and looked away.

"Ok...I was. I still blame myself for Storm's death. It was me that Nova wanted, not her. And yet--"

"Stop. Just stop." Von looked back to Midnight and saw he giving him and angry glare. "You blame yourself? You think it's your fault she died?! You seriously need to shut the fuck up and listen to yourself!"

"She sacrificed herself for me! Either way, it's my fault she's gone!" Von yelled, gritting his teeth.

"She sacrificed herself because she loved you! Because she didn't want you to die before your dream came to light!" Von's eyes widened upon hearing those words. His dream...he had forgotten all about it. After ranting and raving about it for so long...to get so swept up to forget what brought him here...to Equestria, his birth place...it was just sad.

"I-i..."

"Stormy..." Midnight started. "Stormy was going to die anyway." Von blinked.

"What do you mean?" He asked. Midnight fixed her glasses and looked away from him.

"I'm sure she told you a few things, but she didn't tell you everything. When I was given a position here in Canterlot, Stormy and I were still sisters and loved each other dearly. I even helped her get a place just outside of Ponyville when I came to visit, that house you had sex with her in." She said, causing a minor blush to appear on both of their faces. "Anyway...she stayed there for a few weeks and when I came to visit next month, I started to notice something. She'd been looking rather sick and having sharp pains in her body for hours on end. I took her to the hospital and found out that...well...she was terminally ill."

"W-what?" Von uttered. "Terminally ill? S-so then..."

"The illness she was diagnosed with was a heart disease. Because of her frail condition, she was given about a year to live. You can't imagine how hard she was crying. I haven't seen her that sad in a long time. She and I had planned on being together for a long time until we decided to part ways and start families of our own. But to hear that she wouldn't even be able to do that...and to have her life taken from her...she was heartbroken."

"Midnight..." Von couldn't help but feel sorry for her. But moreover, sorry for the life Storm lived. To want to be by her sister's side for years to come...only to find out that her life spent was going to be short...anyone would burst into tears over that. Reaching out to her, Von wrapped his arms around the mare and embraced her, much to Midnight's surprise.

"Eventually, I had heard that she fell in love with some unicorn."

"Shining Armor, right?" Von asked, earning a nod from the mare.

"Yeah. And I was still a rookie when I heard about it. The others were talking about him, saying that he was looking for a quick lay. Well, imagine my surprise when I found out that 'quick lay' was my own sister. And that bastard was about to get married, too!" Midnight sighed and looked up at Von. "Anyway...what I'm trying to say is that you shouldn't blame yourself for this. Storm died to protect you. Don't disrespect her by making it sound like she died in vain."

Von smiled and stared at her. "Right. I'm sorry. I just..."

"I know. Don't worry about it. Stormy promised you to me and I promised Stormy I'd look after you anyway." Midnight chuckled.

"What am I, a kid?"

"You certainly act like one." The two of them started to laugh a little before looking at each other. "Don't let this get you down. I can see that my sister picked a decent lover this time. And i'll admit, you are kinda cute."

Von chuckled and looked at her. "You can be cute when you wanna be, too. But what did you mean Storm promised--" Von's sentence was abruptly cut off by something unexpected: a kiss. Midnight planted one right on his lips without a second thought, closing her eyes and pushing forward. Von was completely flustered and was moments away from pushing her off. But he had to admit...it felt nice. ...Real nice. He eventually closed his eyes and eased into the kiss himself, but it was short as Midnight broke the kiss and pushed him away and blushed.

"D-don't get the wrong idea. I don't LOVE you and this DOESN'T make us a couple, ok?" She declared, looking at him. Von blinked for a few moments before chuckling and smiling at her.

"Alright. Have it your way." He said, smiling.

"Anyway, head inside and speak to the princess if you're still gonna go after this Professor B. character. I'll meet you inside." Von nodded at her proposal and walked into the castle, feeling refreshed and renewed. As he went into throne room, there awaiting him was his new caretaker: His second mother, Celestia.

"Are you feeling better, Von?" She asked. She still spoke in her regal tone, even now. But it was much more familiar, more gentle and motherly.

"I am. Thanks for asking...mom." He blushed a little and scratched his head. He still found it a little difficult for calling his old friend by that name.

"It's alright, Von. You don't need to feel so nervous." She said, rubbing his cheek. Von nodded and smiled at her as she pulled him in for a hug. And like always, his head was lodged between her breasts. Despite how old he was, she was still older and taller. She WAS an alicorn after all. Von blushed and tried not to think much about it, but she was really mature. Her breasts were rather large, though her rear was much larger, and she smelled wonderful. Almost like...

Von pulled away and looked at her. "Are you still digging into the cake?" He asked. Celestia blushed and smiled.

"And if I am?" She quipped playfully.

"Tia, that stuff is seriously going to go to your hips. I mean, just look! Er...not that I've noticed or anything." Celestia stared at him and put her hands on her hips and smiled.

"I can eat what I want, when I want. Thank you very much. And for the record, your father didn't seem to mind." Von chuckled and stared at her.

"Well unlike him, I can actually keep a level head in the presence of a goddess."

"Want to put that to the test?" Celestia challenged.

"Try me." Von retorted. They stared at each other for a few more seconds before they burst into laughter and hugged again.

"You must be feeling better now to make such remarks again." Celestia said, calming down.

"Yeah. Anyway, any reports on the whereabouts of that brothel i told you about?" Von asked with a serious face. Celestia nodded and levitated a piece of paper in front of her.

"Yea. According to the scouts I sent out, it is indeed set up in Baltimare. Do you plan on going anytime soon?"

"Yes. Once I gather those I plan to accompany me, I'll head out immediately." He said. Celestia nodded and looked at him.

"Alright. I already had your friends informed while you were busy, but don't be afraid to remind them."

"Thanks. Where are they?" He asked.

"They're still in Ponyville. I offered them the chance to stay in the guest rooms so they could be with you in your time of grieving, but they said no. They wanted you to come home to them. Good luck, Von. And be safe." Celestia smiled and kissed his forehead before he ran outside. When he went out, Midnight was all set and waiting for him and the two of them took flight. Celestia watched them fade into the distance and smiled warmly, walking back inside the castle. But as the doors closed, a thought crossed her mind.

"Oh dear...I forgot to tell them the requirements to get in. Well, I'm sure it'll be fine."

Von and Midnight arrived in Ponyville about half an hour later and landed in front of Lyra's house. Von looked up at it and took a deep breath. It had been weeks since he came back to this place. The first place he called home when he arrived in Equestria. And to think, he was allowed to stay when he told Lyra what he was doing and why. And inside were his friends.

"You ready?" Midnight said, trying to get his attention. Von nodded and grabbed the doorknob.

"Yeah. I'm ready." With the thought of his friends smiling faces in mind, he opened the door and stepped inside. "I'm home."

Upon entering the house, he was immediately ambushed by a blur of tan and turquoise. Reina held onto him tightly and cried, nuzzling his chest.

"V-von! I-i heard what happened. St-stormy...s-she's--"

"I know, Reina. It'll be ok." He said, petting the head of his friend. "She's in a better place now. And i'm grateful for having her in my life. For having all of you in my life..." Reina got off him and wiped her tears, sniffing a little. Bon Bon walked beside her and rubbed her back.

"I'll look after her. You guys get ready for the mission." She said, earning a nod from Von. "And...welcome home." She smiled and took Reina outside, closing the door behind them. When Von turned, he saw his two dragon companions coming downstairs.

"Axel...Arcius..." He said, smiling. The two smiled back at him and went to greet their friend.

"Welcome back." Axel said. "Haven't seen you in days. You had us worried, dummy." He took his arm and wrapped it around his neck, balling his fist and rubbing it over Von's hair.

"Ow! H-hey. I missed you too. Now let go!" Von cried, causing Axel to let go of him. "How's Gilda?"

"She's...alright. Still the same as before." Axel sighed and shook his head. Arcius looked between the two of them and stared at Von.

"How are you holding up?" he asked. Von smiled and scratched his head.

"I'm doing better now, thank you. Where's Daring?"

"She's upstairs with Gilda. Which reminds me. Miss Midnight, you're going to Baltimare too. Am I right?"

"Yes. Please excuse me, Von." She said, walking past the kirin and upstairs. Von blinked for a moment when he heard a door open and shut and look at his friends. Feeling now was a good time to catch up, he started talking with his friends. He informed them of what he was doing when he didn't go to the funeral, which they told him they already knew and how Midnight went to great lengths to cheer him up.

"Wow. Sounds like she really cares about you." Axel said. "Maybe she even looooves you." Von chuckled and shrugged it off.

"I doubt it. She made it clear she wasn't interested. Though...she DID kiss me on the lips." Von said, thinking back to earlier.

"Dude, she likes you." Axel retorted. "How long did she hold the kiss for?"

"Eh?"

"How. long. did. she. hold. the. kiss?" Axel asked again. Von tapped his chin and blushed.

"Well...until I kissed back...she held it for about...10 seconds."

"She likes you." Axel concluded. "And the fact you kissed her back, you're starting to grow fond of her too. Don't blame you. She looks as good as her little sister. Maybe even more so."

"Axel, shut up." Arcius said, silencing the drake.

"Yeah. You really oughta keep your mouth shut, dweeb. Never know who might hear you." said another voice. The three looked towards the stairs to see Daring, Lyra, Gilda and Midnight all dressed up in rather fancy outfits. Daring's was styled to represent her love of adventure with just a hint of feminism. Lyra's seemed like any ordinary dress, but she managed to pull it off in style. Gilda's was...rather blunt. It looked like a biker outfit, symbolizing her rebellious and rather violent attitude. And Midnight's...wasn't that much different from her normal outfit. It looked like a more fixed up version of her uniform, but with different colors and tassels on the back. But her face...she wasn't wearing her glasses and her mane looked radiant. Clean, washed and it had a shine to it.

"Wow..." Was all Von had to say. Axel and Arcius chuckled as the girls came down, three walking up to their respective lover...or in Midnight's case, 'friend'.

"How do I look, Arcius?" Daring asked. The snow white drake smiled and caressed her cheek, kissing her lips.

"You look beautiful. That outfit really suits you." He said, embracing his lover.

"So...uh..." Axel scratched the back of his head, looking away from Gilda.

"What? You think I can't look good for once?" The griffon asked, glaring at him.

"No no! I never said that." He cried, trying his best to defend himself. "You look pretty. Very pretty."

"Gee, thanks. I feel so loved." Gilda replied, crossing her arms. Von didn't notice, but Gilda was blushing a bit and Axel smiled at her.

"You look good in your dress, Lyra." Von said, smiling at her. Lyra giggled and smiled back at him.

"Welcome home. And thank you." She replied. "So, we ready girls?" Every mare,and Gilda, nodded their heads and were about to go outside when Von spoke up.

"Whoa whoa. Wait. Where are you guys going?" He asked. Midnight blinked and looked at him.

"To that brothel in Baltimare. Did you forget?" Von shook his head. "Good. Then i think it's time you get ready as well."

"Huh?" Von raised a brow and looked at them until Lyra grabbed him and pulled him into the dining room. She used her magic to levitate a potion off the fridge and gave it to him.

"Drink this." She said. Von blinked and stared at it. The potion was pink and it had a lavender scent to it.

"Uh....what's gonna happen if I--"

"Just drink it!" Lyra demanded, using her magic and placing the nozzle in his mouth. The liquid slowly went into his mouth, forcing him to swallow it. The rest of the gang stayed in the living room, waiting for the two of them to come back when they heard panicked yelling.

"Aaah! What's happening to me?! Lyra! What was in that potion?! W-wait! What....aaahh!!!" Von cried as the effects of the potion took hold. Everything went silent, every single one of them looking to each other with mixed looks of worry and confusion. Finally, the mint colored mare came out of the dining room and smiled.

"Did it work?" Midnight asked.

"Like a charm." Lyra replied. "Come on out, Von. Show your friends the new you." She said in a sing-song voice. But she didn't get an answer except for silence. "Come on, Von. Get out here." There was silence again, but this time, a small portion of Von's head made its way from the corner. He looked scared, darting his vision around from all of his friends to the floor before shaking his head and hiding again.

"I don't wanna." He replied. Arcius, Axel, Daring and Gilda all widened their eyes as they heard him speak. His voice was feminine...very feminine. That's when the boys put it all together and looked at Lyra and Midnight, exchanging a "You seriously didn't" look before looking back to the dining room. Lyra groaned with annoyance and walked in, wrestling with Von to bring him out.

"Get out here!" She screamed.

"No way! They'll laugh at me." Von said. Lyra wasn't having any of that and with one firm push, Von was brought out of the room and was presented for all to see.

"D-don't look!" Von cried, covering his chest. Axel's jaw dropped at the sight. Even Arcius was surprised, losing his normally calm composure and replacing it with a look of embarrassment. The Von before them was not the friend they knew, no longer the kirin they were familiar with. But instead, a female equivalent was standing before them. Her arms were placed over her rather large breasts, her shorts were starting to sag and her scales gleamed in the light.

"Wow. That's a nice look on you, Von." Gilda chuckled, trying to keep herself from laughing too hard. Daring scratched the back of her head and looked away.

"Yeah...you look...pfft. Hahahahaha! You look so adorable!" Daring cried, finally bursting into laughter with her griffon friend.

"Oh ha ha. Very funny!" Von said, covering herself. "Ok, Lyra. You had your laugh. Now change me back." Lyra chuckled and looked at her changed friend.

"Can't. The potion doesn't wear off for about...4 hours." She said. Von's eyes widened and she looked at the unicorn.

"FOUR HOURS?!?! Why would you do that to me?!" Midnight sighed and crossed her arms.

"So we can get into the brothel, you idiot." She said. Von uncovered herself briefly and looked at the jet black mare.

"What do you mean? We can get into the brothel either way, shouldn't we?" She asked. Midnight shook her head.

"Don't tell me you forgot. The reports from the scouts said that the requirements to get into the brothel was Girls only." She told him. Von's eye began to twitch for a moment, jaw dropping as she stared at Midnight. "You...DID know that, didn't you?"

Author's Notes:

What?

Also, special thanks to Marik_Azemus for drawing the R63 Von picture for me. (Which was apparently removed from the chapter. Link and all -_- Really? Really?)