Karon tried to crawl away but the shadowy assailants formed a circle around him and began raining down strikes. The hooves of the attackers felt like they were made out of solid rock and Karon shrunk into a fetal position, trying his best to protect his vital areas.

His mind was still clouded by the alcohol but it also mercifully dulled the pain raking through his body. Although far from all of it.

”Get up!”

A voice screamed inside of his head but went unheard in the confused haze of pain and nausea. However, it was that nausea that saved him as a strike managed to hit him in the stomach and Karon vomited loudly.

The unknown ponies made disgusted sounds and backed off momentarily, giving Karon the chance he needed.

“Get up or they will kill you!”

He stumbled up to a standing position and made a break for the closest opening he could see between the surrounding ponies. The one closest to him reacted the fastest and delivered a blow towards his head. Had it landed directly instead of glancing off, Karon would have most likely died then and there.

Instead, he tumbled forward again but pushed against the ground and avoided falling down. Behind him the ponies were moving, their hooves clicking loudly against the hard stone of the alley.

He could barely see from the spots that had appeared before him after the blow, so sound was all Karon had to go after as he turned around with an electric charge gathered in his hand and unleashed it. The bright image of the charge as it leapt from his palm unto the closest pony burned into his retina and for less than a second as the alley was lit up by it's light.

A pained scream cut through the night as electricity coursed through the unfortunate pony and ended when he fell unconscious. Judging by the scream, at least that one had been a stallion.

The rest of the group seemed a bit more hesitant now that they had lost their advantage of surprise and Karon had just shown that he wasn't without means of defense. His sight was still blurry, but he could make out dark silhouettes crowding the alleyway around a shadow on the ground. Obviously their downed comrade.

Karon wiped the vomit around his mouth away and tried to flash a confident grin as a new charge took form in his right palm and blue-white light shone from it.

“Who's next?” He asked as adrenaline surged through him and his heart pounded against his chest with painful pressure.

But he was too cocky and the light shining from his palm ruined all night vision he had while making himself a very obvious target. He soon discovered this as two hooves slammed into his side, AGAIN, and sent him flying with a whimper into two cylindrical objects near one of the walls.

It felt like he couldn't draw breath at all, something extremely painful was pressing down on his chest and he started hyperventilating. Shallow hard breaths made their way in and out his throat leaving it feeling raw and dizziness began to overtake Karon's mind despite his struggles.

“Don't faint! They're More-than Tardy's spies they will kill you!”

The dark shapes formed up around him and Karon's eyes widened with fear. He tried to rise but as soon as his muscles tensed a fire erupted in his chest and side. He shrieked and he clutched the area with his hand and a sob escaped involuntarily from his lips.

“Come on, he's had enough now.”

“He deserves more!”

“We can't kill him idiot. Let's get out of here before we get discovered.”

“Fine.” One of them finished angrily and spat on Karon before they all turned their backs on him and disappeared into the dark of night.

Karon could not believe his luck. They were leaving him alive? He should be asking himself why they would do such a thing and why they attacked him in the first place but right now, he didn't care. He was so relieved he wouldn't die that he began laughing a shrill laugh that ended in a coughing fit.

Karon clutched his side still but raised one hand and took a look at it when he felt spittle land on it from the coughing. It was dark and sticky, far more so than saliva would be.

“Blood...that can't be a good sign.”

“We need to get to a hospital or a healer.”

He could not argue the truth of that and tried to rise again but immediately his side screamed in pain even worse than before and his head swam. He groaned loudly and focused on pushing his breath in and out deeper but it still would not work. The pressure on his chest remained undiminished.

Karon felt himself slipping from consciousness as the adrenaline flow ended and tried everything to stay awake. He felt around with his hands and discovered that he was actually lying in garbage, having crashed into the pony equivalent of garbage cans. When that failed to be interesting enough to keep unconsciousness at bay he tensed his muscles and pain flared up once more, forcing a shout from him.

It was a losing battle and as cold sweat trickled down his forehead, Karon came to realize it. He giggled a little as he understood how stupid this all was. What if he had internal bleeding? What if he would die in a heap of trash murdered by PONIES?

How embarrassing.

His last thought before letting the darkness overtake him was that it was a shame he had never told Twilight how he felt about her.

                      ****************************************************

Karon woke up to feel an enveloping heat around his entire body. It was not the harsh cutting heat of pain, but instead the soft, soothing heat of life and a steady heartbeat. He opened his eyes but instantly closed them again, to shield himself from the strong light that shone down on him from above.

“He's awake!” A familiar voice shouted and Karon felt how a hoof was placed gently on his chest. He squinted his eyes and saw a broadly smiling Feather Touch look down on him. Behind her was an unfamiliar mare walking towards them.

“What happened?” Karon asked while still squinting his eyes.

“A group of ponies carried you here. They said they found you in an alley outside Pony Joe's and knew you worked at the castle.”

“Thank god I was friendly towards those regulars.”

“How...fortunate.” He said with a raspy voice and took a glass of water Feather levitated to him. The water was cold and flowed down his throat, offering it relief.

“You had several fractured ribs and injuries to the arteries within your left lung. I managed to heal the worst of the injuries but much of your body is still bruised and you can expect to feel very sore for a few days.”

“As long as I'll live.”

“Oh the damage was not life threatening at all, but I can imagine it would have hurt.”

“It did.” Karon closed his eyes and relaxed his body, enjoying the warmth of the bed before he spoke again.

“Feather have you heard anything from Dusk Keeper?”

“Yes he arrived in the early morning and said he had news, but since you were still unconscious he went back to the barracks.”

“How long have I been here?”

“Around nineteen hours now I think, It's late evening.”

“I've lost too much time.” He said and forced his eyes open.

“Sir if I may, what happened?”

“I was attacked obviously.”

“By who?” Feather asked with fury in her voice, ready to pounce on anypony that would dare threaten her master.

“Don't know but they left me alive so I have difficulty believing it would be...” He gave the nurse a stare and she took the hint and left through a door. Karon looked around and saw he was in a small room with oak brown walls and some kind of large hanging lantern in the ceiling. His was the only bed in it and a small window was located on the other side of the room, showing off a view of the city with the moon slowly rising above it.

“No, it was not More-than Tardy's little minions, they would have killed me.”

“Then who would dare lay their hooves on the court wizard!?”

“No idea. A question for another time.”

Karon would never admit it, but after having received such a beating last night he was afraid he would only bring about the same thing if he tried to go after whoever those ponies had been. After his victory over both timber wolves and a strange giant bird he had gained a false sense of invincibility.

Now he realized that it had been blind luck more than it had been skill responsible for those victories. He could have died last night, at the hooves of a bunch of ponies of all things. He was not a warrior, both Varsif and Eldros had tried to make him ready for this but he had never really considered the implications of what they had said.

Unless he knew how to kill others he might die.

It was an odd realization, the kind of thing you can intellectually understand and hear in words over and over again...but never understand until such a time life shows you just how easy death can take you. It was after realizing this truly for the first time Karon promised himself he wouldn't forget it.

“But sir surely you can't jus-!”

“It is done Feather, we have a more important enemy to deal with. Please go get Dusk Keeper and take him to Twilight's room, I'll be waiting for you.”

“As you wish sir.” She said and bowed as usual, but she hesitated before turning around. Instead she put a hoof on his chest again and her sky blue eyes looked less like the usual always-ready-to-serve attentive ones and instead shone with a personal vulnerability he had never seen before.

“I'm glad you feel better and didn't die sir.”

“Me too Feather.” He responded and put a hand over her hoof. She smiled at him and stood still for a few seconds before withdrawing her hoof and walking out the door, leaving Karon to his thoughts.

“We got our ass kicked.”

“Thank you so much for reminding me.”

“By a group of ponies.”

“It certainly looks that way.”

“Does that seem right to you? That a group of ponies can beat us to a pulp and decide if we will live or die?”

“It does not.”

“Then it is time we take our fire power up a notch.”

“I'll think of something.”

He already had an idea for that, but for the moment the most important thing that needed to be done was to hear what Dusk Keeper had discovered. If it had been nothing he wouldn't have said he had news when he came to see Karon earlier.

So with eagerness growing in his heart Karon left the hospital wing behind, after he had put on his freshly washed clothes and hat which he had found beside his bed. Feather Touch's doing most likely. Not that Karon minded. The smell of vomit, blood and sweat had never been a favorite of his.

The corridors were a little fuller than usual it seemed, but he had never been in this section of the castle before so perhaps this was the usual flow of traffic. However with a little luck and guidance from a few servants Karon managed to find his way back to familiar territories and Twilight's chamber.

He knocked on the door and waited for her to open it. Just barging in might be a bad idea since she was supposed to guard the rest of the elements. The door creaked open a tiny bit and purple eyes looked through the crack and saw Karon waiting patiently for her to let him in. Twilight opened the door completely and stared at him with her mouth drawn and an uncertain look in her eyes.

“Feather said you had been...hurt?”

“A group of ponies jumped me. They got lucky.”

“Do you know who it was?”

“No and I don't have time to investigate. They surprised me, otherwise they wouldn't have done so well.”

“Couldn't you just run away? Or call for help?”

“I was perhaps slightly drunk during the time when they caught me by surprise.”

The mask of worry slipped off and a scowl made its way to Twilight's face instead.

“So you mean that while I was busy setting YOUR spy network up and protecting my friends that YOU decided should be put under a sleep spell you have been out drinking!?”

“Whoa, whoa calm down. I was out with Luna trying to draw some of More-than Tardy's spies in.”

“And drinking was a necessary part of this plan?” She asked sceptically.

“I needed to make it look authentic.”

“Heh, good one.”

“And did this no doubt well thought out plan work?”

“I believe so, but we won't know until Dusk Keeper gets here and tell us what he discovered.”

Twilight didn't look entirely pleased but decided to drop it for now. Instead she went back to the large red velvet pillow lying on the floor with several books around it and sat down. Karon thought it best to give her some privacy for a while so he walked over to Rarity's bed and sat down on it.

She now lied on her back and slept peacefully. The sheets looked to have been changed so Karon guessed that Feather Touched had found a few servants to take care of their needs. Despite that she was most likely pretending to be reading, Karon felt Twilight's gaze on his back. He didn't get a sense of her emotions from it, but it was a focused stare that much he could tell.

He thought back to his last thought lying in that alley before he fell unconscious. What he felt about Twilight? What did that mean? Of course he wasn't exactly at his most lucid at the time but still...

What did he feel? He had absolutely no desire to turn his already complicated situation even more complicated by introducing some sort of secret love for Twilight as he sulked late at night and thought of her.

No, definitely not.

So he carefully analyzed the thought and tried to discern if there was actually any truth to it at all. But it became apparent rather quickly that he couldn't make out what the hell he was feeling towards Twilight at all. She was just..Twilight. Trying to define his emotions for her was impossible. They were too jumbled, too complicated.

Romantic feelings were too simple to properly capture whatever they had.

Karon felt a headache forming and cursed the lack of pain medication in Equestria. Instead he settled for ramming his thumbs into the pressure points at the base of the skull and held them there for a minute. When he let go he felt the blood flow increase and the headache eased before disappearing entirely.

Feeling a little more relaxed and without the tension that was almost constant for him these days Karon put a hand on Rarity's head and held it there. He stroked his thumb over her mane and enjoyed the silky smoothness of it. Despite having spent more than a day in bed now her appearance was still without fault.

Rarity's beauty was not a thing that could be lost, it was simply her.

He turned his head when he heard a knock on the door and Twilight rose up from her position and walked over to it. She opened a tiny crack before opening it entirely when she saw it was Feather and Dusk Keeper outside.

They both walked in quickly and Karon joined the trio waiting for him, Dusk Keeper looking very eager to tell of whatever he had discovered.

“Were you successful?” Karon asked straight away, they had only one day left now before the party and whatever the professor had planned for it.

“I know where More-than Tardy's base of operations is!”

“Seriously?” Both Karon and Twilight asked with a maximum level of skepticism. It sounded a little too good to be true, a genius like the professor wouldn’t let it become discovered so easily.

“I have never been more certain in my entire life.”

“Tell me everything.”

“I was waiting for you outside the gates when it started raining, most ponies outside began hurrying home and I would have made an obvious target if one of the professors spies were close. So I joined the crowd and hurried to a nearby cafe on the palace road. I figured you would be taking the biggest and most obvious route around to make sure the spies caught sight of you.”

The stallions tone was full of eagerness and pride shone out of his eyes, whatever he had done he thought it was really good.

“So I waited inside and kept an eye out for you, and then you walked by, but it didn't matter how hard I tried I couldn't spot anypony that looked to be spying on you. That was until you walked over to that pegasus and talked to him. He was looking so nervous and after you left him he followed you all the way to Pony Joe's. After you went inside he looked like he couldn't decide what to do but eventually he flew off. I tried my best to keep up with him but he kept flying around in weird patterns. I think he was trying to make sure he wasn't followed, but I managed to stay on him anyway, that was how I found where a group of More-than Tardy's spies are hiding.”

“I thought you said you've found his base of operation.”

“I'll get to it. So I found a small house which the pegasus flew in to through a window and I thought that must be his hiding place, but the only way for me to get close enough to the window to hear what they were saying was to get up to the rooftop of the building next to it and jump over. I think I might have missed a lot of important information because of this but I did manage to hear the end of a conversation.”

“...Well?”

“Ohh, yes. One sounded very nervous and was asking the other for instructions. The other voice was a lot more calm and told the nervous one that he needed to take this new information straight to 'M himself' at the 'base'.”

“Did he say were it was?”

“No the nervous one, the pegasus, was about to fly off again but the calm voice called after him first. He said to bring back some fresh new dreams for him straight from the ovens.”

Karon blinked without understanding while Dusk Keeper, Feather Touch and Twilight all looked to understand perfectly.

“Uhm, and that means what?”

Feather Touch and Dusk Keeper looked at him like he was thick, but Twilight facehoofed and explained.

“Dreams are a popular pastry, and there is only one place that makes them.”

“The dream factory.” Feather Touch and Dusk Keeper said in unison.

Karon heart skipped a beat as he caught on to what they were saying. Could it really be that simple? One slip of the tongue by a spy and they knew the location of More-than Tardy's center of operation?

“Where is it?”

“It's in Cloudsdale.”

“Shit.”

“The cloud city thing up in the sky?”

“That's the one.” Feather Touch said and beamed with pride, Karon had no idea why.

“None of us can fly.”

“I can cast a spell that will allow us to walk on clouds.”

“That's convenient, but what if one of us falls off? Do you have any greater levitation or flying spells because I certainly don't.”

“Well...I do have one spell that will temporarily give you wings, but it is really hard and I will only be able to cast it on one of u-”

“ME!” Karon shouted and eyes shining with maniacal glee.

“Uhm, are you sure that is such a great idea. The spell was meant for ponies.”

“I'm sure. I'm uh...bigger than the rest of you. If one of us falls I have the greatest chance of being strong enough to catch and carry that pony.”

“Okay then, Karon will be flying and the rest of us will use the cloud walking spell. We can use a hot air-balloon to get to Cloudsdale.”

“I think it would be wise formulating a plan before we rush off into danger.” Karon said to try and calm down the other ponies, who all seemed ready to jump into the fray without a second thought. Twilight stared at Karon with what looked like approval after he had spoken.

“Yes I just suggested making a plan before running off Twilight, get over it.”

She blushed a little but didn't lower her gaze. Karon sighed and turned to Dusk Keeper, he would be important for this.

“Dusk you're the military pony, what do you suggest?”

“You're...asking me for advice?”

“Yes.”

“Well I don't know if I am the best to ask. The captain is the veteran and would know what to do.”

“So you think it's best to involve him.”

“I don't know. But if we are gonna storm the professors base I think we will need a lot of help.”

“The nocturnal guard would be an asset yes so maybe I should...crap!”

“What!?” All three ponies asked.

“Feather when was it I was supposed to have seen the captain in a meeting?”

“This morning, but when you didn't show he came looking and was informed of your hospitalized state. He told me to tell you that he will be available whenever you felt well again.”

“That time would be now then. I won't reveal much of what is going on to the captain but hopefully I will convince him to lend us a few guards.”

“Is there a reason why you won't tell the captain what is going on?” Twilight asked.

“This isn't a straight and narrow game of catch the bad guy Twilight. We have no proof at all and if we were to try and confront the professor openly with accusations he WILL wriggle his way out of it and probably find a way to turn it against us. This is a shadow game, we won't win by shining light on it.”

“Then I guess it's up to us to stop him.” Dusk Keeper said with a hint of personal satisfaction in his voice. He had a score to settle.

“Everything's decided then. I'll go see the captain of the nocturnal guard and see if I can borrow a few guards. Either way we'll be leaving after I've come back, except for you Feather of course.”

“What!?” She shouted and defiance shone out of her eyes for the first time.

“You have no combat experience or abilities Feather.”

“You just got out of a hospital bed sir and I am NOT letting you get hurt again!”

Karon felt a little touched by the strength in her voice as she said it, she genuinely cared about him. Not just as a dutiful servant but as a person, as a pony.

“I will be fine, I won't be going in drunk...”

“I think.”

“...and I will be having others to watch my back. I will be fine, besides I need YOU to stay here and get every single servant you can get hold of to find the rest of the professors spies in the city. More than his spies, I need his contacts, his allies, everything. Since we got a location of one of his spy houses now you should be able to follow them to more and slowly unravel the net while we take care of their base.”

“If that is your wish sir.” She said and looked a little calmer, but the defiance still shone if a little less strong now.

“Good. Feather you should get to work. Twilight and Dusk you can discuss tactics or whatever until I get back.”

They all nodded and Karon followed Feather out the door, she gave him directions to where the captains quarters were and then they went separate ways. Both of them had their tasks and needed to get moving.

Time was ticking.

On his way to the captain Karon noticed just how hungry he was. He had gone an entire day without food after all. Then there were other base activities he felt a need to perform. Thankfully the corridors had public restrooms available here and there and when he saw one he entered it.

Thing is, pony physiology is very different from humans and it took a bit of creativity to make use of their equine designed toilets, but Karon managed and exited the stall. The washing sink stood very low and he had to get down on his knees to get at a proper height.

He washed his hands before looking up in the mirror and a thought struck him.

“What the hell am I doing?”

How had his life gotten to this point? He had been crushed, bitten, twisted and transformed by other beings and he had began lying and manipulating others without even thinking about it. It came so naturally now, so easy. He was just about to risk the life of his friends so he could continue in some idiotic battle of wits and deception with a psychopathic pony.

Where had he gone wrong?

He knew the answer. He could never escape it. So instead he swallowed the bile that had risen in his throat and with it the disgust he felt for himself at that moment. He stared into the alien eyes of a tricksters, his eyes. The strange amber color and the different shape of his face, he was someone new, not as he was before.

Question was if he was becoming someone better...or worse?

The sudden urge to claw out the strange trickster eyes he saw staring back at him from the mirror was overwhelming and he clenched his fingers hard around the sink. He would have punched the mirror if it weren't for the fact it would have been such a terrible cliche.

Instead, he splashed his face with water and left the restroom behind him, leaving his thoughts and doubts behind as well. He had work to do.

The door to the captain's chamber was a dark indigo in color with the emblem of a crescent moon in the middle, surrounded by a silver circle. The nocturnal guard. It was stylish, Karon had to admit. Rarity would have approved.

He knocked on the door and heard a voice say it was open. He opened the door and entered into a darkened room where shadows seemed to play everywhere. A single lit candle stood upon a table behind which the captain stood. He was studying reports of some kind, or it could have been the menu to his favorite restaurant. Karon had next to no knowledge or interest in military functions.

Besides perhaps borrowing those that did from time to time.

The captain looked up from what he was reading and the candle light was reflected his sand colored eyes in a disconcerting fashion. He could probably see better in the dark than in the light with those.

“Ah, court wizard. I hope you have recovered from your ordeals.”

“Indeed, the position has put more demands on me than I first expected.”

The captain smiled a frosty smile and motioned towards a couch that stood to the right of the table, barely visible in the dim light. Karon walked over and took a seat, the comforting dark enveloping him almost completely.

“I hope it is not proving to be too much for you to handle?”

“One brush with death? Please, that happens at least thrice every morning, and that's before breakfast.”

“I can be a tough guy too.”

The frosty smile returned again but there was a knowing glint in his eyes this time as well.

“Your reputation must be well earned then.”

“My reputation?”

“There are rumors that has spread far and wide over the entire city that the strange creature who has been named the first court wizard possesses power that could rival even that of our princesses.”

“Flattering, but no I could not.”

“But More-than Tardy doesn't need to know that.”

“Indeed, I am having difficulty picturing our princesses being brought low by seven earth ponies.”

“They did catch me by surprise and...seven? How do you know their numbers?”

“First, could you please describe last nights events?”

Karon did, but with a growing suspicion gathering at the back of his head. When he was finished with his account of the attack the captain's mouth twisted into a displeased grimace and started pacing in the dark of the room.

“What aren't you telling me?” Karon asked, the captain wasn't the type to play around with words.

“Late last night one of my off-duty guards had to be brought into a hospital with life threatening injuries. He was a part of a group of seven guards, all off-duty, that had been spending the night out in the town. When questioned they just said it had been a magical accident, but I know my guards and when they're lying.”

Karon felt both anger and relief settle in his chest, relief that he now knew who the unknown assailants were and anger for what they've done. He had goaded them sure but...

“But nothing, it's hardly surprising they would want payback.”

The captain was staring intently at Karon, waiting for him to voice whatever thoughts this news had brought forth. To his own surprise they were not what would have been expected.

“It's okay, it's my own fault for pushing them this far. Hopefully this will have ended whatever dispute they feel they have with me.”

The captains face showed only surprise, which Karon assumed was not something that happened often. Honestly he probably had the exact same look himself. The reason behind his decision to let go of this was pragmatic though. He could ill afford any more conflict with the guard at the moment and after last night...he was a bit afraid of them.

There were a lot of them after all.

Also, perhaps somewhere deep within a neglected and distant part of his heart, he regretted treating them as carelessly as he had.

“That is surprising, I would have thought you would demand disciplinary actions, Maybe even jail time for their crime.”

“It was a stupid thing to happen in the first place. Let the conflict come a rest with this, and I would appreciate if you let them discreetly know of this. It might be enough to buy peace between us.”

The captain nodded and looked thoughtful.

“I will need to punish them regardless of your decision, but now I will have to make sure it looks unconnected to last nights event.” The captain started drawing a small circle with his right hoof in thought but then he remembered Karon had come for another reason and turned to him.

“Did you wish to discuss something coming here or did you only wish to indulge my desire to evaluate human strength and weaknesses?”

“I came to ask for a few of your guards.”

Had the pony had an eyebrow he would have raised it in question of what he had just heard.

“What would you need some of my guards for?”

Karon began thinking of ways he could sound convincing yet evading of the reason, but then he realized something. He didn't need to, he could demand them.

“As is my duty I have discovered a threat to Equestria and the royal sisters specifically that is largely magically based. As instructed by princess Celestia it is my duty to investigate and try and eliminate this threat with the help of the royal guard.”

The captain had an unknowable look, most likely trying to figure out what kind of threat Karon might have discovered. However, Karon had the right and authority to ask for his guards and at his core the captain was a military pony, he obeyed orders when given by those higher in command.

“How many do you need?”

“Whatever you feel suitable for a quick and covert operation. We need to remain quiet and fast and will most likely be outnumbered greatly if my hunch is right.”

“More-than Tardy might have built up an entire army by now.”

The captain was considering his request and looked deep in thought, but then he smiled his frosty smile once more and Karon got a bad feeling for some reason.

“I have the perfect team for you, anything else you require?”

“Yes one hot air-balloon ready to take us to Cloudsdale.”

The captain looked even more surprised, Cloudsdale wasn't the first place one would expect to find a magical threat to Equestria in. Of course that was the point.

“I can have one ready within one hour if you wish.”

“That will be fine, make sure it is spacious so it can take your chosen guards with me and an additional two ponies.”

“Two more?”

“Yes, Twilight Sparkle and the guard Dusk Keeper.”

“Dusk Keeper?”

“Yes, I have been using him for tasks requiring the guard and he has proven invaluable so far.”

“As you wish court wizard. I will have it prepared within an hour waiting for you in the nocturnal guards training yard.”

“Good. Time is becoming preciously short.”

“I trust you will have prepared a suitable strategy for this operation?”

“I have somepony working on it right now.”

“She just happens to be extremely neurotic with a possible case of severe OCD and no military experience at all.”

The captain nodded but gave him a hard stare none the less.

“I want my guards back alive court wizard...”

“They will be.”

“I hope.”

There wasn't much else to say after that and Karon left the guard captain to his planning. As long as he got what he needed, Karon didn't really care how it was accomplished. He made his way back to Twilight's room and found Dusk Keeper and Twilight waiting for him inside, but also Feather Touch.

“What are you doing here? I told you to get the spy network going. I need to know the extent of the professors influence and power in the city.”

“I know sir and I did, but since I am the one controlling all of it I need to be somewhere where I can be easily found by the servants if they have something to report.”

“Good...good job I mean.”

The servant glowed at the praise and Twilight rolled her eyes at the scene. Dusk Keeper ignored all of it and looked ready to be charging off towards More-than Tardy himself at any moment. He was angry and it showed.

“Okay everpony, we will be leaving within one hour. I have acquired us a few guards so we won't be going in alone thankfully. Feather before I leave I need to eat something or I will pass out soon.”

“Of course sir I am so terribly sorry! I should have realized you must be starved. Oh I will get you something right away!” She looked distraught at the perceived failure in her duties and the earlier pride was gone with the blink of an eye.

She almost ran out of the room but Karon managed to catch her before she did and whispered to her.

“I need you to get me something else too.”

“Whatever you need sir.” She whispered back.

He gave her some additional instructions and her eyes widened when she heard what he wanted, but as always she obeyed without question and ran off towards the kitchen. Karon turned back to the room and closed the door after her. Twilight and Dusk Keeper obviously both had something important on their minds judging by their faces.

“I take it you have something you want to talk about?”

Dusk Keeper and Twilight looked at each other, then away. Apparently it was also something they wished to discuss in private.

“Fine, Twilight you're up.”

“What?”

“Come over here to me and start talking.”

She looked less than pleased at the way he put it but right now Karon's nerves were beginning to stand on their edges. They were balancing on the sharpened end of a knife and had been since the start of this game.

And now they were planning an attack on More-than Tardy's base? What exactly did he imagine he would find?

“That's a good question.”

“Well if we find the professor inside we could kill him then and there along with the core of his organization.”

“And if not?”

“Then information will suffice, anything that will give us a sense of the scope of his influence and what exactly he is planning. Most of all I need to know how the hell he thinks he will gain enough power to challenge the princesses.”

“It would be interesting if we could gain that power for ourselves...”

“Well it would be a suitable reward for protecting Equestria so valiantly as we have.”

“Exactly.”

Suddenly this assault didn't seem that bad after all. But that reminded him. His tussle with those nocturnal guards had demonstrated plainly he didn't have enough power to match the situations he constantly found himself in.

And since he definitely didn't have time right now to train his abilities further, he would have to find a way to cheat. What's more, he had the perfect idea. It was just a bit...risky.

But his thought was interrupted by Twilight as she strode over to him and looked up in his eyes. She almost seemed frightened. Which was strange, Karon hadn't seen her afraid of anything besides perhaps failing in her duties to the princess.

“Karon, what is it we are going to do once inside the factory?”

“Fight More-than Tardy's little minions and get to wherever he has his archives or paperwork or whatever. The kind of empire he has built up doesn't work without paperwork, it is inevitable.”

“When you say fight...”

Now he understood what she was worried about.

“Twilight how about this. You will give the rest of us magical assistance and help with shield, locks or other such things and we will deal with the professors thugs inside.”

“How?”

He sighed. “With whatever means necessary.”

“I'm frightened Karon.”

“You'll be safe, you have faced worse than a few criminal ponies before.”

“I'm not afraid of them, I'm afraid what might happen to you if you...”

“I have killed things before Twilight.”

She took an involuntary step back from him but didn't move her eyes away from his.

“Ponies?”

“Not before tonight no.”

“So you ARE planning to kill somepony tonight.”

“It is either that or somepony will kill me tonight.”

“You can't know that!”

“I can. Conflict is a part of life Twilight. You might not see it much inside a library but that doesn't make it any less true. You can try and banish it to the moon or keep it contained to a scary dark forest but it is fruitless because life feeds on life. Do you really think it is so different to eat plants rather than meat? The difference between a herbivore and a carnivore isn't that of an innocent and a killer. It is specialization of what life you devour. Make no mistake, it is life all the same.”

“Perhaps that is true but that doesn't mean you can talk about killing other ponies like you are right now. Like it means nothing.”

“It does mean a lot, but not that it is right or wrong. It is just a difference of opinions and the strongest one of us will live. You can read whatever you want into that.”

“It doesn't have to be like that, you could try and talk to them.”

“You are free to try Twilight, but you don't understand what you are facing.”

“And how come you do?”

“I understand them because a part of me is like them. Don't worry Twilight, I will make sure your innocent soul remains the untouched white it is. The blood of whoever gets in our way can stain mine. I doubt it will make much of a difference.”

“Karon...I can't do it.”

“How can one understand death if you have never been faced with it?”

“I thought we left Ponyville to avoid ruining their innocence. Let her be.”

“But how can I just let her stand there in her innocence, so blind to the darker side of the world and her own self.”

“It has brought no joy to know those parts to us. She is not our student she is Celestia's, and the princess will let her know such things when the time is right. Let her learn the lesson of friendship. We're the one that have darker lessons to experience.”

“I know Twilight...”

He went down on one knee and gave her a reassuring kiss on her forehead.

“...That's why you have creatures like me. Just watch our backs and we will take care of the rest.”

“That certainly ended the conversation.”

He rose up from his kneeling stance and walked over to Dusk Keeper. There was nothing further that could be said to Twilight anyway. Her innocent and happy world was not his.

“So what do you have to say then?”

“More-than Tardy is mine.” The stallion almost growled.

“Aren't we blood thirsty tonight. Why the anger?”

“He killed my friend, I'm not letting him get off easy.”

“Which means?”

“He will either spend the rest of his life rotting in a dark hole in the dungeons or he doesn't live at all.”

“I thought ponies were supposed to be sunshine and happy colors.”

“Ponies like More-than Tardy doesn't deserve mercy. It's one thing if a poor hungry mare decides to steal a shipment of apples but the things I heard about M. The things he's done...he doesn't belong here. I don't know what that black-hearted bastard is but a pony he is not. No pony would ever do the things he's done.”

“So this is more than just duty to Equestria and the princesses for you?”

“Yeah, it's more than that.”

“I take it he was a good friend?”

“We were in the guard together.”

“Please don't tell me he was your partner or something, that would be so lame.”

“What!? No, he was a good friend, I mean. But I like mares...”

Karon snorted.

“No I meant partner as in working partner. You and him out solving crimes together.”

“The city guard only work in random groups of four, we switch and work in shifts. But Steel Runner was the best friend I had. He was there when I first joined the guard and helped me settle in, showed me how things work and what you were supposed to do. He was a kind pony. Sometimes he wouldn't even arrest somepony that had committed a crime. Instead he helped them solve the reason they committed it in the first place. He was the kind of pony that wanted to know why somepony would break the law. He never could let a mystery go. It's the reason he began digging when we first began hearing the rumors about M.”

“And then he disappeared.”

“More-than Tardy made him disappear.” The stallion spat out with venom in his voice.

“So now you want revenge.”

“You don't understand it. Me and Runner were as close as family. He was like a big brother and helped me when I needed it and I helped him. Everypony in the guard loved him. He was the heart of us.”

“And the professor took it away.”

“Yes, and he needs to pay for it.”

“He will. Let's just say that no matter how tonight turns out, if More-than Tardy is there, he will be resisting arrest to his last breath...no matter what he says or does.”

Dusk Keeper looked at Karon with conflict in his eyes, he really wanted to hurt the professor obviously, but he was a guard and the duty of one had been hammered into him countless times.

Karon put a hand on his shoulder and said. “We'll decide when the time comes. Just be ready for whatever is waiting for us.”

“Count on it.” The stallion answered with iron hard resolve in his eyes.

“Good, now that that is taken care of...”

“Oh you must be joking. That is the worst idea since...well last night but still.”

“It would help us immensely.”

“I know but Celestia would be furious.”

“She doesn't need to know, it is kinda important she doesn't discover us actually.”

“Fine I'll give it a try since she should be asleep about now.”

“Excellent! Hurry, we need to be done within the hour.”

“Twilight, Dusk, I will be attending an errand. If Feather Touch returns here tell her to meet me with the rest of you at the nocturnal guards training yard. We will have a balloon waiting for us there.”

“What exactly are you doing now?” Twilight asked.

“Just making preparations.”

Giving no further answer Karon disappeared out the door and closed it shut behind him. Leaving the two ponies worrying what he might be up to now.

                            ************************************************

Captain Nightchill stood waiting with six of his night guards before the prepared hot air-balloon. He was soon joined by princess Celestias personal protege Twilight Sparkle and his own recent protege, Dusk Keeper. Plus a servant which he did not recognize levitating a tray and an unknown bundle of cloth.

They spoke little besides exchanging greetings and Dusk Keeper making a short report, doing his best to be truthful without revealing too much as Karon had instructed. Since this was the court wizard's operation he had the authority for the moment.

Karon himself finally arrived after the appointed hour and seemed to be casting furtive glances behind him. As if he was trying to make sure somepony wasn't following him. Something that immediately made Twilight suspicious, whatever the human had done couldn’t be good.

“Where have you been? We were supposed to have already taken off.”

“Making preparations as I said. Feather do you have my food?”

She levitated the tray to him and he took it gratefully. Inside was a plate of vegetables, steamed fish and a bowl of water. He tore into it while ignoring the surrounded ponies and only acknowledged their existence after he was finished.

“Very well then, it's time to get moving. I will brief our...new...guard...”

“There is something familiar about those guards.”

There were six of them in total and they all had the same kind of appearance. Light gray coat and sand colored eyes with only a few slight differences in form separating them, but all of them also looked extremely nervous as he was inspecting them, trying to avoid meeting his eyes.

Then it struck him and he turned to the guard captain who was smiling his frosty smile again.

“That motherfucker!”

“Those are the guards that attacked me!”

“Captain Nightchill, could I have a word with you?”

“I doubt you have time for needless chit chat since you informed me you were running out of time and needed this to be done quickly. These are the best candidates for the job you described and I am certain they will perform splendidly.”

Karon drew a deep angry breath and tried to steady the rising tension in the group. By now the guards seemed to have caught on to the fact the court wizard was aware they had been behind his attack. They were all staring at him wide eyed, waiting for him to order their imprisonment or some other punishment.

Instead Karon drew another deep breath and growled as he released it.

“Get in the balloon, I'll explain what were up to on the way.”

The guards didn't question their good fortune but instead piled in as fast as they could into the wide basket they would all be flying in. The captain made a small satisfied nod before addressing them all.

“Good luck with whatever you're doing, and make sure my guards return alive.”

“We'll see what happens.” Karon muttered and waved a hand angrily in dismissal towards the stallion. The captain left after that and Karon turned to Feather Touch, making note of the bundle she was still levitating.

“Is that what I asked for?”

She nodded and it looked like she gulped when he took the bundle and opened it carefully. He nodded to himself when he checked the contents and put it in one of the bigger pockets inside his robe before somepony could see what it was.

On his back he also carried a small bag with unknown contents and when he walked to the balloon clinking sounds could be heard from within it. Twilight took a good look at it and noticed that the bag was made out of a very thick material and was sealed shut tightly.

She was going to ask what was inside before she thought better of it. At most she would just receive an evasive and infuriating answer anyway. So she joined Dusk Keeper in boarding the balloon and once everypony was inside one of the guards pulled a cord and a flame sputtered to life, making the balloon rise up into the air.

Down on the ground Feather Touch remained and waved them off until they were nothing more than a tiny dot in the night sky, occasionally lit up by a tiny flame.

The basket they were all standing in was big, but despite that there was little room left after all of them had boarded.  That didn't stop the guards from keeping as far away from Karon as possible though and the human thought he needed to take care of that.

He would perhaps not shed any tears should all of them die during the operation but he needed them focused since his own hide and that of Dusk Keeper and Twilight might depend on it. Besides, Nightchill wanted them back alive and Karon would never ever dream of making an enemy out of the stone cold captain.

“Okay everypony listen carefully. We are heading to Cloudsdale, the factory responsible for the production of dreams specifically. A criminal master mind is using this place as a cover for a secret base from which all his operations are monitored. Or so we believe anyway. What we are going to do is sneak into this factory and find whatever hidden caches of information there are. We don't know the extent of the masterminds forces, but we can expect the place to be guarded. I don't care if you subdue or kill them. What is important is that we get the information we need or Equestria will take a turn for the worst.”

The guards didn't look entirely convinced things were that serious, to them it sounded like a standard raid on a band of thugs. Karon needed to motivate them somehow.

“They are after the princesses, and worst of all is that according to the information we have gathered so far this mastermind, a unicorn known as 'M', might actually succeed. He is planning some way to gain enough power to kill Luna and Celestia and seize the throne. I have been tasked to deal with him and now you are tasked to aid me in this. Do you think you are up for it!?”

The last part he voiced loudly and in response all the guards pounded a hoof against their dark armor. A raid on a pair of thugs was one thing, but stopping a serious threat against the princess they were sworn to protect with their life.

That was different.

“Military, so easy to manipulate.”

“Of course. They're trained to obey after all.”

“But I don't like the irony of relying on the guards that almost killed me for safety.”

“Just use what you got, we can't be picky at the moment.”

Karon growled internally but he knew there was nothing he could do about it at this point. All six of the guards were earth ponies which meant Twilight would need to cast her spell on all of them. He hoped she would be up for it.

“Twilight here will cast a spell on all of us that will allow you to walk on clouds like a pegasus would. On me she will cast a spell giving temporary wings so we can have some air support since the likelihood of running into pegasi is as high as it gets.”

He turned to the one controlling the balloon and asked. “When will we arrive?”

“In seven to eight hours...sir.”

“It will be in the early morning then and the factory will be empty of all civilians and ponies not associated with M. So don't hesitate when we run into resistance.”

None of the guards looked to have problem with those instructions but Twilight looked mildly nauseous. Being an element of harmony doesn't usually involve bloodshed. Karon briefly considered trying to comfort her somehow but for some reason he didn't. Instead he sat down in the basket and pulled his robe a little tighter around himself.

One by one most of the ponies followed his lead and sat down for some rest, a few of them even fell asleep listening to the steady wind that blew by them. It gradually got colder as time passed but not so much that it got unbearable.

But it was enough to instill some life in Karon again and he stood up and allowed the chill air to fill his lungs. He exhaled slowly and watched the distant land down below slowly pass them by. When he looked towards the direction they were going he could see Cloudsdale in the distance. He walked over to the pony steering and asked in a quiet tone.

“How much longer?”

“One hour, maybe a little more. Do you want me to settle down in the outskirt or do you want to go all the way to the factory?”

“Set us down as fast as possible. I think it's best if we approach on foot. I mean hoof. This is a pegasus city and they will have prepared for air-assaults as well.”

The stallion nodded and shifted his eyes uncertainly between the distant city and Karon. Obviously still having difficulty accepting the human was just letting their attack on him slide.

“Necessity does not compromise.”

“Doesn't mean I still wouldn't like to see one or two of them fall off and hit the ground.”

When the city had come close enough to be but minutes away Karon turned to the half sleeping Twilight and spoke.

“Twilight, it's time.”

She rapidly blinked a few times and stifled a yawn. She went over to the side of the basket they were riding in and watched the approaching city grow in size. She observed it for a few seconds before she turned around with a look of concentration on her face and her horn began to glow.

The glow intensified until it started to shine white in the center and with a soundless explosion the light leapt out and enveloped all the ponies including herself. There was no visible difference on any one of them and Karon felt a bit worried, the only way to be sure it had worked would be to test it.

And that meant stepping unto a cloud they would fall right through if it didn't work.

“Just great. Make sure it is one of those generic guards we got to borrow that experiments with it. If we lose one we have five more just like it after all.”

“Tempting.”

“Did it work?” One of the guards asked unsure, his unconvinced tone was mirrored in the murmuring of his fellow guards.

“Of course it did! I've performed the cloud walking spell before you know.”

“I trust Twilight's expertise, if she says it works then it does.” Karon stated sternly. He couldn't get one of them to test it out unless he sounded confident about it, but Twilight looked at him surprised and also more than a little pleased he had given her a compliment. Seizing the opportunity Karon spoke directly to her.

“Twilight are you ready cast the wing spell?”

“Maybe we should wait until the rest of us are down on the clouds. Last time I did that spell it kinda...exploded. We wouldn't want to get thrown out of the balloon without anything below would we?”

Every pony and the lone human in the basket all nodded eagerly in agreement.

So they waited until the balloon reached Cloudsdale and Dusk Keeper was the first one to brave the reliability of Twilight's spell. He took a deep breath and closed his eyes before jumping out of the basket and down to the cloud below.

His landing made some of the cloud stir like dust and billowed out from under his hooves but most of it remained static and allowed him to stand like it was solid ground. Dusk Keeper opened his eyes and let out a sigh of relief when he realized he was safe and motioned for the rest of them to come down.

One by one the guards jumped out of the balloon with Twilight being the last one. Karon remained in it since he would fall right through the clouds until he had wings and waited for Twilight to begin working her spell.

Down on the cloud her horn began to glow once more with its usual purple aura and gradually began shining brighter and brighter. For a moment Karon was worried somepony would spot them, they were supposed to do this mostly unseen by anypony after all. However, he didn't have time to consider that risk any further before the light of Twilight's spell was released and flew straight into him and created a vortex flowing around him.

It slowly lifted him up in the air and he felt how the energy of the vortex was melting into him as he rose inch by inch from the basket floor. With a great flash and a shock wave that echoed out from his center the entire balloon shook and Karon fell down.

He groggily rubbed his eyes and the world came into focus again. But, something was different, like there were new muscles stretching out from his back. It felt strange to say the least and he tried, for lack of a better words, to move them.

In response a fluttering sound could be heard, a gentle whooshing of wind that signaled that the spell seemed to have worked. Karon frowned in concentration and tried to make himself rise up into the air.

The wings behind him reacted to his commands but it was uncertain and twitchy movements. After a few second the fluttering sounds increased in speed until it sounded like someone was using a drill on his back. But rise he did, then he dropped down a bit, then he rose again.

He rose and fell again in a steady rhythm, but it was good enough, and with a grunt of exertion he forced the wings to beat even faster for a moment. Carrying him over the basket and down towards the cloud.

He imagined himself descending towards them looking like a dark angel or perhaps he had gained some awesome looking dragon like wings? Either way he smirked as his new wings carried him down towards the waiting ponies.

To Karon's great surprise neither of them looked suitably impressed. Instead it looked like they were trying to contain an urge to laugh out loud. Karon frowned and when his feet touched the cloud, white mist swirling around them, he asked them annoyed.

“What are you smiling at?”

Twilight forced her mouth into a thin line but the corners of her mouth still twitched upwards despite her efforts.

“Oh nothing.” Dusk Keeper said. “You just look very pretty.”

It was more than either of the ponies gathered could take and all of them fell down laughing loud enough to wake up the entire neighborhood. Even Twilight giggled loudly at the sight before her.

A suspicion started to grow in Karon and he went over to a pool of water collected for some unknown reason nearby. When he looked down on it and saw his reflection he closed his eyes and tried to take a calming breath.

“Twilight...”

“Yes Karon.”

“I LOOK LIKE A FUCKING PIXIE!” He shouted angrily and to his great shame his transparent butterfly like wings twitched in response to demonstrate his anger. Which of course only made the ponies laugh all the harder.

The moon was full and provided enough light for Karon's wing to be fully visible. They had a semi-transparent quality and light green patterns flowed over them in a bad attempt at camouflage. From the look of them, Karon couldn't believe that the flimsy constructs had actually been able to carry him down safely without breaking.

“Twilight! This won't work, they will snap in half if I do anything else besides floating down a few meters.”

Twilight finished her giggling session and wiped a few tears that had gathered from her eyes. Karon might have missed it but the atmosphere between the ponies had been very tense for the entire ride. None of them knew what was waiting inside the factory and all of them also had personal conflicts raging inside.

The sight of the scowling human wearing a pretty pair of faery wings was exactly the comic relief they had all needed.

“They will work perfectly, my spells never fail.”

“So you say.” Karon grumbled unconvinced, things were just growing worse by the minute. First the guards he had planned to use as meat shields turn out to be the ones responsible for attacking him and he can NOT allow them to die. If he does the captain will probably kill him with one glare, and now the promise of being able to fly comes with wings that makes him look like Tinker Bell's long lost cousin.

Celestia better appreciate what he is doing here.

“Fine I'll have to make do. Listen up everypony! We will make our way to the dream making factory and find a way inside. The ponies within will be the kind that are fully in support of putting an insane power hungry sadist on Equestria's throne. No need to be lenient, and I don't care about what the standard rules of engagement is for these kind of situations. We need to get the information inside at any cost, do you understand me?”

Dusk Keeper and the six other guard ponies banged a hoof against their armor once more, their form of salute Karon guessed, but Twilight still stood uncertain. She wanted to help but...not like this.

“Twilight you will be responsible for using your magic to disarm whatever traps that might be around and find any other kind of unicorn magic M might have set up. I will try and provide some kind of cover from the air and attack from above if we run into trouble. But this isn't a battle we're walking into. I want things to go fast and silent. If you can take somepony prisoner...I have magic that will let me interrogate them, but if there is any danger of any kind of alarm being raised...kill them or knock them out before they have a chance of doing so.”

Twilight flinched at the word kill but the guards just responded with another pounding on their armor and solemn looks.

Karon looked at each one in turn and for a brief moment wondered what the hell he was doing. Then the moment passed and he motioned for somepony that knew the way to take the lead. They all filed in behind Dusk Keeper and began moving towards the factory of dreams.

Not all of them would return from there.

Next Chapter: Chapter 28: The dreaded plan B Estimated time remaining: 13 Hours, 40 Minutes