Twilight woke up early to pack up a few last thing for the trip. Her anxiety had increased exponentially overnight, and every second spent waiting felt like an hour to her. But before she could leave, she had to tell her friends.

She had already sent them all letters explaining everything, but she knew that they would want to hear it from her own lips. She expected them to be arriving any second now. Almost as if on queue, she heard the knock on her door.

"We came as soon as we heard," Rainbow Dash said when Twilight answered the door. "Are you sure about this? All this secrecy just reeks of danger!"

"Relax, Rainbow. The princess trusts him completely, and there's the entire Royal Guard if he goes berserk."

"We know that," Applejack said. "But Dash is right. If this councilpony wants ta' meet ya' so badly, he can do it 'fore the rest of us."

Twilight had stuck with the story that this mysterious "B" character gave her. It was quite well thought out, actually. Even out here in Ponyville, where most ponies couldn't care less about outside gossip, a public appearance by a high-ranking noble would cause much unnecessary trouble, especially if word got out that the visit was all for just one pony. And after all the trouble Fluttershy went through when she was a fashion model, Twilight didn't even want to think what would happen if word got out the an anonymous noble had taken a special interest in her.

"I'm sorry girls, but if he doesn't want to risk showing himself, then it's for the best. Besides, I don't want anything to happen to the rest of you if things don't go well. He could even shut down your farm if he gets mad, Applejack!"

"He can do anything he wants, but there ain't no one that can stop me from doing what I do best!" Applejack retorted. "I'd like to see him try and shut down Sweet Apple Acres!"

"No, Twilight's right," Fluttershy said. "I know your farm means a lot to you, Applejack, and I know that you'd do anything to keep it thriving, but if the Guard shows up to close it down, there's nothing you can do! And I don't want you to get hurt or go to jail if things get... violent..."

Applejack made as if to protest, but decided against it. "Ohh, I know your right, but I just don't trust this fancy-schmancy noblepony. They think of us common folk as pawns, or vermin! Who knows what goes on in their minds?"

"Don't worry, AJ!" Twilight said. "You know more then anyone else here that they care more about their reputations than anything else!"

"Yeah, your right! Come to think of it, I bet he just don't want to be seen mingling with common ponies!"

"That's probably right on the spot! It pains me to do this, but it's for the best that I leave you all out of this. I'll tell you all about it when I get back!"

"Maybe I'll throw you a party when your back!" Pinkie Pie said. "With lots balloons! And cake! Lots and lots of cake!"

"That would be wonderful!" Twilight said. "I'll look forward to it!"

The chariot was soon heard approaching, so they said their final goodbyes. It hurt her to have to lie to her friends, but it really was for the best that they don't know about this. This friend of Celestia was obviously in a position of power just by virtue of being friends with the princess. Until she knew more about him, she better listen, and make him happy.

The ride was thoroughly uneventful, and Twilight was itching to meet this friend of Celestia's. To keep herself busy, she kept reading and re-reading the letters she had received. She kept reading them until the ink began to run. She was so deep in thought that she failed to notice that they had landed. She was caught completely off guard when Celestia spoke to her, and she frantically fumbled about as she attempted to return the letters to her bags and show her respect to the princess at the same time.

"Relax, Twilight," Celestia said, giggling to herself slightly. "Its been to long since you've been here as my prized pupil. How has life in Ponyville been treating you?"

"Its been wonderful, your majesty," Twilight responded, as they walked along to the castle. For security reasons, only the Royal Guard and the weather team were allowed to fly in Canterlot. "Spending time with my friends has been great. Yesterday, my friend Applejack treated us all to lunch for helping her with the apple harvest!"

"That's great! It's nice to know your getting along so well with everyone!"

As they entered the palace, Celestia's mood shifted. More seriously, she said "About my friend, be sure not to ask him about the incident I mentioned. He's been spending all his time in your old room in the library, and I'm worried that he still blames himself about what happened back then. He keeps shutting me out whenever I try to talk to him about it, and I keep thinking that's he's going to do something he'll regret forever."

"I wont talk about it," Twilight said. "But just what happened between you two?"

Celestia sighed deeply. "Maybe I'll tell you later. But right now, its best that you go talk to him yourself. He's been anxious to meet you. It's a bit unusual for him to take such interest in someone he's never even meet before. But then, he's always been a hard one to understand."

They had arrived at the royal library. A faint bit of nostalgia gripped Twilight as she gazed upon the countless rows and rows of books. While the library in Ponyville was great in itself, it couldn't hold a candle to the splendor before her. She could read books nonstop here and not even get through a quarter of the sheer bulk of knowledge stored here.

When the came to the small doorway that led to the backroom that Twilight had made her second room (for when she was studying for tests, which she did quite often,) they were surprised to find Princess Luna just leaving.

"Ah! Hello Celly! Hello Twilight!" she said. "I didn't expect you two to arrive so soon!"

"Luna? What were you doing with him?" Celestia asked.

"He wanted to talk with me about Nightmare Moon" Luna said, frowning as she recalled her time spent as that monster. "He seemed as if he was planing something, but when I asked, he said not to worry about it."

Celestia frowned, deep in thought. "Twilight," she said suddenly, "Why don't you go right on in? I'd like to talk to Luna in private for a bit."

Twilight nodded, and opened the door and letting herself in. It felt strange, thinking of it as someone else's room. But when she looked around, it suddenly didn't seem so strange at all.

She had kept the room bare, not worrying about decorations or furniture, except for two small beds for her and Spike, and a couch for reading. But now she found the walls covered in paper filled with notes, maps, scribbles, drawings, and a single, dusty, antique mirror. The beds and couch were gone, replaced with a small table holding a crystal ball. She knew that so-called mystics used them to predict the future, but Twilight didn't believe that the future could be a set path. That went against free will, and she refused to believe that anything could compromise free will.

Then she saw the alicorn. Her first thought was that this was some sort of prank, Celestia and Luna were the only alicorns in Equestria, and her research suggested that they were also the only ones in the world, but she knew that this had to be real. The princesses wouldn't pull this kind of prank on her, and there was no way anyone could have faked something like this, not in Canterlot of all places.

He had the regal wings and horn of an alicorn, and was tall, like Celestia. His coat was white, not like Celestia's pure white, but a greyish silver-white, which made her think of extremely old ponies. In contrast, his mane was a light brown, like sands in an hour glass, and it seemed to flow ever downwards even as it wavered in an unseen breeze. His cutie mark was an opened book, partially written, next to a quill and ink, and a hourglass. The eyes were hazed over, as if he was blind, but there was no doubt that he could see her.

"You must be Twilight Sparkle," he said, in a voice that both echoed and died in the air. "I have been waiting a long time for a chance to see the Element of Magic. I'm sorry you had to leave your friends behind, but I had to make sure for myself this wasn't a trick. There are still some that would wish to see me harmed. I cannot afford to let my guard down."

"Wait," Twilight said. "Who's after you? And just who are you?" She didn't feel comfortable, having this pony knowing so much about her, and yet she knowing nothing about him.

"Ah, right! Forgive me, but I have not seen anyone for an extremely long time, and my manners are a bit... rusty. You may call me Barthandelus, and I am known as the Keeper of History. As part of my job, I have access to... certain information, which many ponies desire for all the wrong reasons. You know, dark incantations not meant for mortal ears, hidden histories that were hidden for a reason, secrets that might be used to embarrass or blackmail high-ranking officials. Thus, the secrecy."

"I'll assume Celestia told you that I did something long ago, and that you're not to ask me about it. She still thinks I'm torn up about it, But I've really forgiven myself for that long ago. That's not the reason I'm having problems, though I haven't the heart to tell her what it's really about." The last he said with sorrow and regret heavy in his voice.

Twilight understood what Celestia meant when she said that Barthandelus was hard to understand. In the short course of three minutes, he dashed her expectations of him no less then ten times. She was still reeling from his confession of knowing things he admitted should not be known by most ponies.

"I'm sorry," Twilight said, "But this is all very confusing for me. You have to understand, I'd always thought Celestia and Luna were the only alicorns, and then you show up, and tell me your this 'Keeper of History', and I don't even know what that means."

"Don't worry about it," Barthandelus said. "I've been doing my best to make sure of that. I thought it best if I was forgotten. After what happened last time, the princesses and I decided that most of the knowledge I have is better of forgotten. The only reason I even keep that knowledge with me is because it is my domain."

Suddenly Twilight understood. It might have just been chance that she read that book yesterday, but now she knew that if she hadn't, she really would know nothing about him.

"Your an Immortal." She said. "From the book, Myths and Mythos-"

"Ah, you read my book! Glad to see ponies read that after all!"

"Wait, that was you?"

"Indeed," Barthandelus said. "I've actually wrote many a book and tome. While some knowledge is better off forgotten, there is even more that must be preserved, and I do my best to remind ponies of that which had been forgotten! I'll assume that your familiar with Immortals and their domains, then."

"I am," Twilight said, relieved that they were on more familiar topics. "Each Immortal has their own special talent with nature, kind of like ponies and cutie marks."

"A lot more like it then you might think! Our kind has always had a special interest in yours, due to the fact that we're similar in so many ways! All Immortals have a cutie mark as well, though we used to call them 'Talent Signets'."

"And your book also said that Immortals gave us magic! But then why is it that only unicorns can use it now?"

"Correction, only unicorns can consciously manipulate it. Earth ponies subconsciously use magic when working on their fields and crafts, to boost their endurance. Likewise, Pegasi use it to speed their flight and increase their dexterity. If only unicorns could use magic, then only unicorns could use the Elements of Harmony!"

"Which reminds me," Twilight asked, "How did you know I was the Element of Magic?"

"Because, like every Immortal, I took part in their creation. I'm sure I'd be able to recognize my own handiwork!"

"You helped make them?"

"Yes," Barthandelus said. "They're the keys to the fail safe. In order to activate it, all six Elements of Harmony must be present. And before you ask, the fail safe does exist. It is designed to forcibly suck the magic out of every living being. Sadly, in doing so, it would also kill them, which is why we took such great measures in hiding it."

"But I still don't get how any one object could hold all the magic in the world."

"Simple. Nothing can. It would have to divide the magic in order to keep it from detonating, Which is where the Elements come in again. The fail safe and the six Elements would house all the magic in the entire world, making whoever held them effectively gods. That is, if anything was left."

"But why? Why would such measure ever have to be taken?"

"It was... an old fear of ours," Barthandelus said, sorrow heavy in his voice. "When we first gave your kind magic, we had no idea what would happen. Our biggest fear was that your kind would overthrow us, since you outnumbered us fifty to one back then. And with the skill you all initially showed, it seemed that it was destined to pass. So we made the fail safe to use as a deterrent, to make sure we held something with power over you. But as time passed, and the younger races showed no sign of hostility, we realized that our fear was groundless. With the power we showed during the time Immortals warred amongst each other, mortals were afraid of us, and sought to ensure that we stayed pleased with them. As our kinds grew closer, we forgot about our ancient fears, and of the fail safe. Except for me, of course, since it is my job to remember that which is forgotten."

Twilight sighed deeply. She hadn't realized how scared she was about this fail safe, and now that she knew that it would not be used, she felt lighter then ever. "But then why don't you just destroy it? If you're not going to use it, then why risk somepony discovering it? I know that you put that spell up, but why not just get rid of it?"

"Because we no longer have the power to do so. The only ones that could do that... passed on long ago."

"Another thing I don't get. You're supposed to be Immortal. How do you die?"

"It starts when we lose our physical forms. Our consciousness's still remain, and we can form new bodies, though the process is long, and centuries can pass between the demise of one body and the creation of another. But it all depends on if there's something in this world that our consciousness can anchor too. Be it another Immortal, a physical feature of the environment, or, my favorite, something we made ourselves. That is another reason why I write so many books. As long as the original copy of at least one of them remains, I can reform countless times. But it has to be something we made completely on our own, not a group effort like the fail safe or the Elements."

"So then, how many of you are left?"

A great sadness washed over Barthandelus, and Twilight immediately regretted asking. Celestia had said that he was torn up about something, and even if it wasn't this 'incident', like she had thought, it obviously hurt him a lot. She was about to take it back when he spoke up.

"Three. Celestia, Luna, and I, we are the last of the Immortals." Next Chapter: Chapter 5: A Dying Kind Estimated time remaining: 49 Minutes