Midnight was a little hesitant when Shard offered flight lessons. Midnight was still afraid of him. But, he did want to learn how to fly. So, he and Shard agreed to start his lessons the next day. Midnight said goodbye to Oracle before he went back inside his house. The next morning, he was greeted by Oracle. But she looked different. Her mane seemed longer than before, almost touching the ground. She looked nice, which Midnight complemented her on her and caused her to blush. They headed towards town, but Shard flew in front of them. Midnight flinched and covered himself with his wings. It took less time, but Midnight eased up. Shard smiled, "Are you ready for your lessons Midnight?"

"I guess" he replied. "But I'm not sure what I'm capable of…"

Shard smiled as started to walk away, "Well, let's start with the basics then. Follow me if you will." Midnight and Oracle followed Shard towards a small river. In the distance, the river could be seen entering the Everfree Forest. Shard stopped as well as his company. "Alright Midnight, let's start out with something simple" Shard explained. His wings opened and they began to flap, lifting Shard into the air. "Let's just see if you can take a simple standing take off" he explained.

Midnight opened his bat-like wings to their fullest extent. The only other time he used his wings was to increase his height during jumps. Midnight was hesitant, but he brought his wings back down. Surprisingly, Midnight was hurled into the air by his wings and landed in a nearby tree. Oracle and Shard laughed but helped him out. Shard patted his back, "Hey, don't feel bad. That shows you have great power. Now, instead of trying to use everything at once, try to maintain your altitude."

Midnight nodded and opened his wings once more. He flapped them gently, creating a small gust of air to rush around him. Ever so slowly, Midnight began to ascend into the air. However, Midnight had his eyes closed. He opened one of them and looked down. He was a good few feet off the ground. Midnight became scared and lost control. He crashed to the ground with a mighty thud. Oracle didn't laugh this time, she was worried. Midnight got up just fine.

"That was good for a beginner" said Shard as he landed. "Keep practicing that and I'm sure you will be a great flyer."

Midnight nodded as Shard left. Oracle turned to him, "You know, I can't wait to see you fly. I have to go meet Zecora, I'll see you later." Oracle headed for the woods, but along the way her tail flicked against Midnight. Midnight blushed but soon stopped. He opened his wings again and practiced. But every time he opened his eyes, he freaked out and crashed. Midnight swiped the grass in anger, "Why can't I stay in the air?!"

Rainbow Dash was lying on a cloud when she heard something below. She glanced down to see Midnight. But she turned her head and focused when she saw him fly and crash. She flew off the cloud and landed beside him. "Hey Midnight, I didn't know you could fly" she said.

Midnight turned to her with a small expression of sadness. "I can't fly" he replied. "I'm trying to learn but I get scared every time I get into the air."

"Fluttershy was like that when she was a filly" explained Rainbow Dash. "She was too scared but she managed to learn. I'm not exactly sure how but she learned." Midnight sighed, the advice giving no help to him at all. Rainbow saw this and patted his back. "Listen, I don't tell many ponies this" she said. This caught Midnight's attention. "I was scared of flying once. It was my first time. You see, I was born in Cloudsdale. It's literally a city in the clouds. I took one look below me and was filled with fear. But, once I tried it, I found out that there was nothing to worry about. As long as you concentrate of flying, you will never crash. Keep that in mind."

With that Rainbow flew off to the sky, leaving Midnight alone. With newfound determination, Midnight spread his wings once more. He practiced the rest of the day, constantly flying.

The next day, Shard and Oracle arrived at Midnight's home. But for some reason he would never open the door. They continued to knock on the door, unknown to what was flying behind them. "Hey guys, what you need?" the figure asked. Both Oracle and Shard turned around quickly to see who was behind. To both of their surprise, Midnight was flying right behind them. Midnight smiled at their expressions, "What? Surprised I can fly now?"

"You have been practicing haven't you?" asked Shard. Midnight nodded and Shard joined him. "Now I think you're ready for the next step. While you can fly, you need to know how to maneuver through the air. Just flying up and off the ground isn't really flying. Try and catch me."

Shard flew past Midnight and stopped a good distance away from him. Oracle sat comfortingly on a grassy hill beside Midnight's house. Midnight flew over to Shard no problem. "Not bad" he said, "But let's see you catch me!" Shard climbed upward and looked down. Midnight wasn't even there. A claw tapped Shard on the rear, causing Shard to turn around. Midnight was behind him.

"Could we skip this step?" he asked. "I already learned how to from somepony else."

Shard was silent, but he smiled, "…Rainbow Dash…?"

Midnight nodded, but that only caused Shard to fly off. "I told you that you have to catch me!" he shouted. Midnight rolled his eyes and took off after him. With every turn and rise, Midnight followed. Midnight's wings were much larger than Shard's, making him able to use less energy in flying. Shard's wings were bigger than the average Pegasus, but he was starting to get exhausted. Shard looked back to see where Midnight was at. He wasn't that far behind him, he was going to catch up soon. Shard decided to show some of his talents. He ran through a cloud and gathered some moisture. Midnight wasn't aware of this, but he knew Shard was going to try something. Suddenly, Shard turned around and spun around Midnight. Ice formed as he spun, the ice covering Midnight's body. With one of his wings covered in ice, Midnight began to fall. This scared Midnight stiff. He wouldn't even try to fly or break the ice. Shard saw this and rushed to him. He grabbed Midnight just before he hit the ground. Oracle ran over to them as soon as Shard broke the ice. Midnight ran off and hid behind his house. Oracle chased after him but Shard walked over. "Midnight, are you alright?!" asked Oracle.

Midnight was curled up with his wings covering him. "N-Never again…" he mumbled. "N-Never f-flying….n-never again…"

Oracle looked devastated, but her face quickly changed to anger. She whirled around and glared at Shard. "What did you think you were doing?!" she yelled. "You scared him half to death!"

Shard cowered against Oracle's yelling, "I-I thought he would be able to break it. I was only trying to make him a better flyer."

"But now he's too scared to even flap his wings! You almost killed him! I was right, you are no better than your old friends."

Shard was shocked by this remark and quickly flew away. Oracle's face returned to concern as she walked up to Midnight again. He was still muttering in fear with no sign of calming down. Oracle curled up next to Midnight and wrapped her tail around him. "It's okay Midnight" she said soothingly, "Everything will be okay."

"B-But…I-I almost c-crashed…" he managed to say, "I-I d-don't have the c-c-courage to f-fly again…"

Oracle smiled and gently kissed his cheek. Midnight's shivering vanished completely. Oracle uncurled herself from Midnight and began to walk away. "Midnight, you can still fly" she said. "Please follow me."

Midnight got up and followed Oracle. They took a small path through a series of the woods that Midnight has never been to yet. They soon began to climb uphill. It took a while, but they finally got there. "Oracle…where are we?" asked Midnight. He stopped walking when he looked at the view. They were on a cliff that over looked Ponyville and the Everfree Forest. Midnight was amazed by the view, but he felt like there was another purpose to this place. A small updraft caught up and blew against his wings. He backed up, "Oh no! I am NOT flying again!"

Oracle looked back with big pleading eyes. Midnight sighed, but he couldn't go off. Oracle saw this and took matters into her own hands. She jumped off the cliff, the last thing Midnight expected it to be. Midnight quickly ignored his sense of fear and jumped off of the cliff after her. He opened his wings and flapped them in frantic search. He looked below him, but Midnight was even more surprised than when Oracle jumped off. Below him, was Oracle. She seemed to be drifting on the winds by using her tail. Midnight flew down low enough to see Oracle. She turned to him and smiled. Her tail ruffled, causing her to gain speed and change direction. Midnight followed her with two emotions flowing through him; happiness and love. He gently grabbed Oracle by her body and grasped her. Midnight flew very close to the river leading through the forest. Oracle gently glided her hoof against the surface of the water. She looked up at Midnight and smiled. Midnight smiled too. He looked down at his reflection in the water. He was flying, and he had no fear. Oracle's tail was helping him adjust as well. This is what Oracle wanted to do; she wanted to show him that there was nothing to fear about flying. Midnight was about to fly up, but he ran into an unexpected treeline. Both Oracle and Midnight tumbled onto a grassy hill laughing. Oracle brushed her mane out of her face. Midnight smiled as well, too fixed onto her beauty. She just seemed so stunning. Without a question, Midnight kissed Oracle directly.