Phoenix Rebirth

by Fuedra

Rating: mature
Tags: Dark, Alternate Universe, Sad, Romance
Length: 10091

A Phoenix shall be reborn, and once revived, shall she take the Goddesses as her own.

"I promise my love, I don’t care what it takes, but some day I will bring you back…I promise…"

It has been 3 years after Celestia revealed the truth about Philomena to Luna, and since then everything has been fine. Twilight has finally settled into her role has ruler, growing stronger and wiser due to both the gidance of her freinds and the fellow princesses, and once again the fifty year annual Solar Flare is upon the ponies of Equestria, and Princess Celestia has asked all citizens to gather at Canterlot, promising a event that none will ever forget.

Theme Song: Simple and Clean - Planitb Remix
Sequel to Phoehix Lament

Published 1970-01-01 00:00:00 UTC
Last updated 2013-05-23 09:53:36 UTC

On The Second Day, The Phoenix Shall Be Revealed

Luna stood amongst the crowd, standing side by side with Twilight’s friends as ponies from all across Equestria gathered in the square. It was the fifty year annual Solar Flare, and Celestia had asked all the ponies to gather in Canterlot for the celebration, promising them a surprise the likes which they would never forget.

“Did yer sister ever tell yah what the hell this whole celebration thing was about?” Applejack asked the lunar monarch, looking around at all the gathered ponies around them.

“No she did not dear Applejack, I have been asking her for days but she…”

“Look there she is,” said Rarity.

Celestia stepped out onto the balcony, waving a patient hoof to all the ponies as they cheered. Finally after everypony quieted down, Celestia began to speak.

“My little ponies, today is the day of the fifty year annual Solar Flare, a day that has always been a symbol of growth and rebirth of things lost. In celebration of this event, I have a very special announcement, I Celestia Ordea am to be married.”

The crowd went dead silent at that point, everypony staring up at the princess in disbelief.

“I know this comes as a shock to you all,” she said, “but I assure you there is nothing to worry about. Now let me introduce you to the mare of the hour, my future bride, Princess Philomena Solair.”

There was a great flash as a large alicorn mare descended from the sky, landing next to Celestia with her great red wings spread wide. The mare was spectacularly colored, here outer feathers, her muzzle, and the ends of her legs were painted a bright orange, while the rest of her body was colored a magnificent flaming red. Her mane and tail swirled about her body, appearing like flames as they floated in their own invisible breeze. But by far her most striking feature was her cutie mark, depicting a flaming red Phoenix feather.

The mare walked up to the edge of the balcony, looking down upon the gathered throng before speaking, her voice sounding silk smooth. “Dear ponies, I know this may come as a shock to you all, but what Celestia speaks is truth. I Princess Philomena Solair have asked Celestia’s hoof in marriage, and she has accepted, much to my great pleasure.”

“But…but aren’t you the princesses pet phoenix?” somepony yelled from the crowed, soon followed by others, though they were quickly quieted by the mares outstretched hoof.

“It is true, I was once trapped in the body of a phoenix, but only because it was the only way I could survive. Before I became a phoenix, I was a pony like you all, but I was afflicted by a disease known as solar sickness. Around the thirtieth year of my life, I took a gamble for salvation, an old mare’s tale about the only cure for my affliction. It worked, but not as I intended. Instead of just curing me, it transformed and stripped me of what originally made me who I was, leaving behind an animal with a base affection for the pony who you all follow and seek guidance from.”

“Recently however, Celestia discovered a way to reverse my new affliction, and now I stand before you today, fully restored.”

The ponies around Luna and her friends cheered, stamping there hooves in approval as Celestia and Philomena shared a deep kiss. After they broke apart Philomena waved for everypony to quite down again, then cleared her voice to speak. “But that is not the only good news on this fine day we have to share, for we have something else we need to tell you. Thanks to the miracles of magic, Celestia and I have come together in ways I would have never dreamed of in my day, and in eight months time, a new royal pony shall be born into this world, for Celestia is carrying my foal.”

The sound was defining as the entire populace erupted in cheers for the couple, but in the middle of them Luna stood, one thought racing through her mind as she stared up at the couple.

“Sister, what have you done?”

* * *

Celestia sat with Philomena as another pony walked up to congratulate them, her gaze locked on the red alicorn before her. Philomena caught her staring out of the corner of her eye, thanking the kind pony and accepting his gift before turning to her lover.

“Celestia, you know you have been staring ever since we entered this throne room, people will start to think I have cast a spell on you.”

“But that’s exactly what you have done my love,” said Celestia, leaning her body against the mare as another pony came up to thank them.

“No I did not, unless this is the effects of me bedding you. Thank you by the way miss…?”

“Fleur de Lis mam, and I must say your story has touched my heart, such stories are rare in this day and age.”

“I know what you mean de…”

Suddenly the doors bust open, Luna came trotting into the room, glaring at Philomena as she moved forward.

“Everypony, leave!” she commanded, causing everypony in the room to run out the door; the last one closing the door and leaving the three alicorns inside.

“Luna, what is this…” started Celestia, only to be stopped by Philomena.

“Its ok love, I have a pretty good idea what this is about.”

Philomena rose from her seat and walked forward, beginning to circle around the room while Luna mirrored her movements.

“I suppose you’re here to test me, to see if I am what I claim to be,” asked Philomena.

“Yes,” said Luna, glaring at the mare as her norm began to glow, “You can never be too careful with changelings on the loose!”

Luna’s horn flared, but Philomena never gave her the chance to strike. Great gouts of flame rose from her mane and tail, forming into a great flaming bird and crashing into Luna, smashing her to the ground. Luna tried to get up and fight, only to have herself smashed back to the ground again by another bird of flame. Philomena waited to see if Luna would try to continue fighting, but once it was clear she was not going to fight any more, she dispelled the bird and returned her mane and tail to normal. “I am sorry Luna; I did not wish to do that to my future sister in law.”

“…And I am sorry, I had to be sure my sister was not being used like Shining had years ago.”

“I understand, now if you do not mind, I wish to take my mate to bed, for we wish to be alone. We shall leave the night to you, as is your charge.”

Luna nodded, watching as the mares left. After they left, Luna finally let the shiver run down her spine, and slowly walked to the throne, trying to ignore the flood of emotions assaulting her senses.

* * *

Philomena looked down upon the sleeping princess, breathing in deep her cent as she kept a protective wing over the mare beside her. She leaned down, nuzzling Celestia softly as she slept, smiling as the solar monarch squeaked due to the contact. Philomena was glad that she could provide Celestia this happiness, for even back before she had known of her mentor's love for her, she had always stove to make her happy in any way possible. “And no I can,” she thought, laying her head down upon the mare she now loved, letting her mind drift off to pleasant sleep.

On The First Day, The Phoenix Shall Take The Sun

Three Months Prior

“Celestia, its good to see you” said Twilight, hugging her old mentor.

“Same to you my old student, I am happy you could come here, I have something rather important I need your help with.”

They walked along a dark hallway, Philomena lighting the way as she flew before them.

“Twilight, do you remember the tale of the pony who became a phoenix, the one I used to tell you when you were younger?”

“Yes I do, that was one of my favorite stories when I was young, so sad and so romantic. But why do you ask, is it about what you need help with?”

They finally stopped in a large chamber, Celestia calling Philomena to her side. “The reason why I asked if you remember is because that story is a true one, about me, and the phoenix you see before you.”

Twilight gasped, looking from Celestia to Philomena in utter shock. “Bu…wha…you…she…” she shook her head, trying to calm herself as the information began to sink in. Finally she turned to the princess, her gaze a mask of questions. “What was it you needed me her for exactly?”

Celestia ignored her for a moment, stretching out her wing and placing Philomena down on the floor in the center of the room. “I…I need you to try and restore Philomena to what she once was, so that I can have her by side again…it…it was partially why I sent you on the path to become an alicorn…”

Twilight looked again from the bird to Celestia, her eyes showing her hesitance. “But…but princess…what you’re asking is…it’s huge. Do you even realize what you’re asking me to do here?”

“I am asking you to restore my love to coherent mind and body, but beyond that, I am asking you to create a new alicorn, one who will be of great benefit once she is returned to us.”

Twilight started to hyperventilate, panic gripping her as she thought of what her teacher and now co-ruler was asking of her. “but…but how the hell am I supposed to do that, even you couldn’t make an alicorn just like that, or you would have done it a long time ago!”

“You’re right Twilight, I can’t, but you can.” Said Celestia with a smile.

“WHAT!”

Celestia looked at her, then sighed, conjuring up a book from thin air, passing it to Twilight. Twilight grabbed the book with her magic, brining it close so that she could look at it. Like the book of Star Swirl the bearded, this book bore a Cutie Mark on the cover instead of words, but the Cutie Mark was one Twilight had never seen before, a reddish brown quill with its tip placed over an ink bottle. “Celestia, what is this?”

“That my dear Twilight is the book that helped me turn you into an alicorn.”

Twilight stared at Celestia in disbelief, only to have Celestia wave a hoof, indicating that she should open the book. She began reading, and with each page turned and read, the wider her eyes got. The first part of the book contained the method used to turn her into an alicorn, right down to the spell she had been given to solve. The other method however was very different, it required the soul of the pony to be separated from her original body, then for the body to be broken down, then with the broken down body and “magic that creates”, the pony performing the ritual would build the new alicorn body around the ponies soul. Once the new body was a “built,” all that needed to be done was to revitalize them. She looked up at Celestia, completely shocked by this revelation.

“Wha…what is this…why didn’t you just do this before, with me?”

Celestia smiled, “because I didn’t have the magic the spell required. There has only been one pony who has held such power, at least till you were born.”

“…and…who was this pony?” asked Twilight.

Celestia frowned at that question, not really wanting to answer but knowing she had to. “That pony was my mother, the first alicorn. She left this book to Luna and I, so that we could make others of our kind, as the years passed.”

“But why, what would she need with a book like this?”

“Because Twilight, I was never born an alicorn, and neither was my sister. My mother took a mortal for a lover, and thus she bore mortal children instead of immortals like she was. My mother was devastated, and began looking for a way she could save me and Luna, for she could not bare the thought of outliving us. She worked endlessly for days, all the while keeping up a strong face as me and Luna got older. She eventually found a way; the second method that she wrote down in the book is what she used on us.”

Twilight just looked at her, not even trying to speak as Celestia went on.

“She never told me how she knew of the second method, but she told me it worked, and when it comes to magic my mother’s word is law. I…I originally planned to use that method on Philomena, for I knew it would cure her of her ailment, but…but as you know, things prevented that. But now you are here, and you have the power to do what I could not. So please, will you bring my Philomena back to me?”

Twilight stared, not knowing what to say, what could she say really. There would be problems if this was done; there had already been problem beforehand from certain radical groups after she had been made an alicorn. But could she really deny her teacher what she wanted, this was one of the oldest stories in all of Equestria, and she had a chance to give it a happy ending.

She slowly nodded her head, “ok, I’ll do this, I’ll help you.”

Celestia smiled, pulling out a bag from her saddle bags and handing it to her. “You’ll need these, they are the ashes from when Philomena first transformed into a phoenix, and I figure it would be best for you to have all the pieces.”

Twilight nodded, taking the ashes carefully from Celestia’s magical grip and then walking to where Philomena stood. She carefully emptied out the ashes in a circle around Philomena, then back up and lit up her horn. She slowly and carefully reached inside of the beautiful bird, slowly wrapping her magic around Philomena’s soul and slowly separating it from her body. When the last bind was cut; Philomena’s body burst into flame, turning to ash and falling to the floor. She brought the soul close to her, examining it closely to check for any damage, but stopping when she caught something strange, something that shouldn’t have been there.

“Celestia…this doesn’t seem right.”

“What is it Twilight?”

“I sense unicorn magic in this soul, but Philomena was a pegasus wasn’t she?”

Celestia smiled, not surprised by Twilight’s discovery. “Yes, she was indeed a Pegasus, but she also possessed unicorn magic.”

“What!”

“Calm yourself Twilight, let me explain. Philomena was unique, a pegasus born with unicorn magic, magic she could cast with her wings. Despite her affliction, she was very adept and powerful, strong as you in fact when it came to magic, so strong she could even affect the flame of the sun, which is how I suspect she saved herself in the end, for the flames from the flare were not called by me, they were called by another.”

Twilight stared in shock, but then turned back to the soul clutched in her magic. “Well, this makes one part of this easier at least. Celestia, if you don’t mind, I’ll need to use your body as a map in order for me to make her body.”

Celestia nodded, walking over and standing next to the ashes of Philomena. Twilight then started to focus on the ashes, and started to carefully and delicately build the new body. It took many hours, with Twilight constantly glancing at Celestia to make sure she wasn’t making a mistake. Finally, after many a grueling hour, Twilight and Celestia gazed upon the new Philomena, her body lying motionless on the floor below them. She was slightly bigger then Celestia, but otherwise she looked exactly as Celestia had remembered her, save for now her mane and tail flowed like flames. Twilight lit her horn up one last time, and then poured magic into the body, brining her back to life.

Philomena’s eyes slowly fluttered open, and she groggily gazed around the room, her eyes catching Celestia and locking on her. “Celestia,” she asked, slowly rising to her hooves as Celestia walked over. “The…the last thing I remember was falling, and then…and then everything else was just a blur…what…what happened.”

“…you…you changed into a phoenix Philomena…and you have remained that way for over a thousand years.”

Philomena stared at her in disbelief, but then her eyes grew cloudy as memories of her time as a phoenix washed over her, bringing a blush to her face. She then turned Twilight, whom she did not recognize, “who are you?”

“My name is Twilight Sparkle, element of magic and former student under Princess Celestia.”

“Twilight…yes…yes now I remember…um Twilight, could Celestia and I be left alone for a moment, there is something I need to speak to her about.”

Twilight nodded, leaving the two mares alone as Philomena turned back toward Celestia, who looked nervous.

“Philomena I…”

“Shh,” said Philomena, Kissing her directly on the lips and holding her there, her eyes clenched shut while Celestia’s eyes widened in shock. After a few moments Philomena finally pulled away from the kiss, panting heavily and gazing into Celestia’s shocked eyes. “Celestia, I know you love me…and I am sorry for all the pain I have put you through these past thousand years and…and I am sorry I never got to return the love you gave me…for I love you to Celestia.”

Celestia fought back tears as he began smothering Philomena with kisses, letting the mare pull her close as her horn flared, transporting them away and leaving nothing but the empty air behind.

* Clop scene ahead, skip if not your thing *

They appeared in Celestia’s room, Philomena throwing Celestia onto her bed and the leaping up, wrapping her hooves around the white alicorn and kissing her deep, letting their tongues dance together as they pulled each other closer. Finally the need for air separated them, and they both panted heavily, both looking at each other with need burning in their eyes.

“I…I suspect you…like me are sufficiently aroused…I don’t really think I can stand the wait, even for foreplay.” Said Philomena.

Celestia nodded, and Philomena rewarded that with a little nip to her neck, rolling the solar monarch onto her back and getting atop her.

“You were always so aggressive,” giggled Celestia, blushing at the mare above her.

“I remember fondly you used to say I acted like a stallion, and now that I’ve got you here, I wonder if you can help with a certain spell.”

“Wha…what spell might that be?” asked Celestia, though she had a suspicion she knew what Philomena was talking about.

“Oh you know; a spell that allows one mare to take another like a stallion, with all the benefits that implies.”

Celestia had to withhold a smirk, of course she knew of that spell. She lit up her horn, casting the spell on Philomena, and moments latter being rewarded by the sensation of something hard and hot rubbing itself against her delicate entrance.

“Wow…this feels good,” said Philomena, slowly aligning the head of her new cock with Celestia’s entrance. “Let’s get this over with,” she said, and then slowly she pushed her way into Celestia’s folds.

Celestia moaned as the large member made its way into her deepest place, tears of joy falling down from her eyes as she gazed up at the mare above her. She had wanted this, this holy feeling for so long, and now she was getting it from the mare she loved beyond life itself.

Philomena leaned in close, stopping so that her mouth was inches away from Celestia’s ear before speaking. “Celestia, I want to ask you something, something important. If you wish, we can make a foal together, but I have to be absolutely that it is what you want.”

Celestia breathed in deep, her eyes focusing as the answer formed on her lips. “Yes…please…give me the gift of bearing your child, make me your mare!”

Philomena smiled, then drew back her hips, waiting a precious moment before slamming back in, causing Celestia to scream in pleasure. Philomena pulled back again, building up a steady rhythm as she slowly moved in and out of her former teacher. As she continued the motions, Philomena’s mind raced with all sorts of thoughts, was she really going to do this, was she really going to impregnate her teacher and make Celestia hers. “Well, you did swear by your cutie mark that you would do everything in you power to make her happy because of how you felt for her back then, and this is what she wants, its what will make her happy, who are you to deny her that?”

Celestia began panting as Philomena’s thrusts continued, carefully measured and at the same pace they had been before, which began to annoy her. “Harder,” said Celestia.

“What?”

“I said harder,” said Celestia, “I…I need this!”

Philomena grinned and complied, pounding harder into the regal mare below her and causing her to scream louder, forcing her to cast a quick spell to keep the sounds from leaving the room. As she kept pounding into her she felt and odd tingling sensation, one that caused her to moan as her mane and tail began to merge and mingle with Celestia‘s, causing both mares to moan as Philomena dipped her head back near Celestia’s ear once more.

“Celestia…I’m close.”

“Please, finish inside…I need you to finish inside me!”

That was all the urging she needed, and she picked up her pace again, driving her member in a few more times before one final thrust, reaching all the way into Celestia’s womb, causing Celestia to cry out in joy.

“OH PHILOMENA!”

Celestia was holding her close, her face buried into Philomena’s chest as the larger mare pumped load after load of her seed into Celestia’s womb. Celestia moaned as she was filled, hugging the mare she loved even closer as the waves of pleasure washed over her body due to the synchronized climax caused by their merged mane and tail. Finally, Philomena shot out her last, and then slowly pulled out, waiting just a moment to make sure Celestia’s womb had closed before pulling out completely. She collapsed next to Celestia, her main and tail separating form Celestia’s as she gazed upon the mare.

“I…I’m so full,” said Celestia, slowly rubbing her hoof along her belly as she basked in the afterglow of the mare beside her. “You look so beautiful.”

“You as well my love,” said Philomena. “Now rest, we shall talk about what to do in the morning.”

* End of Clop *

Celestia slowly woke to the smell of fresh cooking, and lifted her head to see Philomena had left the bed, and that the sun was already rising above the horizon. Celestia got up, heading into her personal kitchen off the side of the bedroom and seeing Philomena by the stove; walking up to her and gently brushing up against her side.

“You raised the sun for me this morning,” said Celestia, watching her flip some eggs.

“I figured you could use the rest, you're going to need it latter, you’ll soon have another life growing inside you sweetheart.”

Celestia blushed, and then looked up as they heard a nock on the door. “I’ll get it,” said Celestia, running over and opening the door. She saw Twilight standing outside, looking worn out and a bit under the weather, but otherwise smiling at the princess. “Twilight, what are you doing here?”

“I wanted to check on you two, make sure everything was going alright. I was going to come by earlier, but I didn’t want to accidentally stumble upon you two doing anything funny.”

Celestia blushed, and then motioned for Twilight to enter the room. They reached the room to see Philomena already serving up some food, “ah Twilight, I had a feeling you would be coming.”

“A feeling?”

“I don’t know if it’s the new powers I have, but I could sense you coming.”

“That’s normal,” said Celestia, sitting down and then nuzzling the mare beside her.

Twilight stared, momentarily caught off guard as an unusual feeling washed over her. “What the,” She thought, “that’s odd, I just…I just wanted to hurt her. What the hell is wrong with me, why would I want to do that?”

“Twilight,” asked a voice, causing her to look up. Upon the sight of Celestia leaning against Philomena however, she had to turn away, anger welling up inside her as she stood. “I got to go,” she said, bolting out of the room and leaving the other two alicorns confused behind her.

On The Third Day, Her Jelousy Shall Consume The Moon

Present Day

Luna sat at the table, trying to keep her eyes averted from the couple as they kept feeding each other at the other end of the table. She gazed around, noting the other ponies at the table. First was Shining and Cadance, Cadance giggling happily as Shining whispered at her bulging belly, for she was six months pregnant. Discord was at the table as well, occasionally shooting glares towards Celestia and Philomena before returning to his food. But when Luna looked at the last seat, she saw that somepony was missing.

“Sister, it appears Twilight has not come down for breakfast the morning.”

Celestia didn’t seem to hear her, giggling as she kissed Philomena on the lips, causing Luna to sigh and stand up, heading out the door to see if she could find Twilight.

* * *

Luna reached the door to Twilights room, knocking on it and hearing a muffled voice telling her to enter. “Twilight,” she asked, “why weren’t you at breakfast this morning?”

“I didn’t feeling like hanging around the lovebirds,” growled Twilight, catching Luna off guard.

Luna cautiously stepped closer to the bed, suspecting the reason for Twilight’s hostility and remaining wary. “Is…is there anything I can do.”

There was a moment of silence, and then Twilight lifted her head, her eyes glowing due to the lack of light. “Yes, there is something you can do for me” said Twilight, grabbing Luna and pulling her onto the bed, pinning her down under her and kissing her fiercely. After a long moment the need for air separated them, and Luna looked up with a little fear at the two glowing eyes above her, staring down at her like a predator that had caught a fine catch. “You can buck me till I no longer feel anything,” breathed Twilight, and then Luna knew no more.

* * *

“Will you two please nock it off; you’re making me want to puke.”

Celestia shot discord a glare, and then pointedly kissed Philomena on the lips, enjoying bringing discomfort to the chaotic god.

Discord growled, but stayed were he was, not really wanting to head anywhere for fear of his feat taking him toward Twilights room, and therefore trouble. He pondered telling Celestia that Twilight was bucking her sister out of jealous anger, but decided against; knowing that chaos of that kind was not good for anypony, even if it would bring him a laugh. He instead turned his attention to Cadance and Shining Armor, “how’s the soon to be mother doing?”

“I am doing good Discord, thank you for asking,” said Cadance, smiling at him. “It’s hard though, some days I wish she was already here, I don’t really want to wait another five months for her to arrive.”

Philomena looked up then, “I know the feeling; I wish I didn’t have to wait eight months for our son to get here, but patience rewards those who wait.”

“Buck patience I say, if I had it my way those foals would already be born,” said Discord.

“And the day I let you do that is the day I let your daughter take over as Ponyvile mayor Discord,” said Celestia with a smirk.

Discord grumbled, “It’s not my fault she shares my artistic style when it comes to city mapping.”

“She wanted to put Golden Oaks Library on top of Carousal Boutique, and she wanted to move the entire Apple Family plantation underground!”

To Discord’s surprise, this caused Philomena to burst into laughter. “Goddesses that reminds me of the time I used my magic to create sunspots on the sun in the shape of a smiley face, drove Celestia here nuts.”

Now it was Discords turn to laugh, the idea striking him as absurd and comical. He wiped the tears from his eyes, “oh gods that’s priceless, here I thought Celestia had settled for a lovey dovey doormat, thanks for proving me wrong.”

Philomena bowed her head, and then returned to her meal, her eyes drifting to the empty chairs with a small smirk on her face as she fed another cherry to Celestia.

* * *

Luna panted slowly as Twilight panicked nearby, smacking her head with her hooves repeatedly due to her stupidity.

“Stupid Stupid Stupid, what were you thinking, you just bucked Celestia’s sister!”

Luna slowly rose, looking to see Twilight with her head on her desk, silently scolding herself. Luna got up, walking over and leaning her head against Twilight, slowly beginning to rub her body against the purple alicorns. “I…I didn’t mind.”

“Luna stop, this is wrong.”

“Why is it wrong?”

“Because I only used you because I was jealous of Philomena, because I was in love with Celestia! I used you for comfort and nothing more, and that makes this wrong!”

Luna stopped for a moment, but then started grinding herself against Twilight again.

“Luna…”

“I don’t care if you used me…I…I like you Twilight…I want you to be happy, and what we did last night was special to me…no…no one has ever needed me in that way before, and it was nice.”

“But is wro…”

“I don’t care if it’s wrong, I want to make you happy,” said Luna, sliding in front Twilight and lowering herself in front of her. “I may not be my sister, but I can be yours, if it will make you happy.” she then leaned up, pressing her lips against Twilight’s in a deep kiss.

Twilight pulled her closer, feeling again the rush of heat as their bodies rubbed against each other. She knew it was wrong, she knew it was stupid, but in the end she didn’t care. It made her happy, and it made Luna happy, there was no harm in that right?

On The Fourth Day, Their Anger Shall Awake Old Evil

Over the next few days ponies could be seen running around getting ready for the upcoming wedding between Princess Celestia and Princess Philomena, eager to make everything perfect for their glorious ruler. As the days past however, Celestia began noticing how close her sister and former student had become recently. She wasn’t really surprised, she had known of Luna’s feelings for the mare beside her, but she was worried about Twilight. She had known that Twilight had feelings for her, but had kept her distance due to her love for Philomena. She suspected, maybe falsely, that Twilight was simply using her sister to fill a hole that had been left due to her absence, and so she was heading to her sisters room to warn her, as was her duty as big sister.

She knocked on the door, waiting patiently till her sister opened the door, and breathed a sigh of relief when she saw Twilight was not inside.

“Sister, what brings you to my chambers this day?”

“Sister, we need to talk.”

Luna sighed, sitting down at her table and glaring at Celestia, suspecting what she wanted to talk about.

“Luna, I know you and Twilight have become “close” these past few days, but I worry that you are letting yourself get used by Twilight.”

“And what if I am sister,” asked Luna to the shock of her sister.

Luna got up, walking up and glaring straight into her sisters eyes, her face inches from Celestia’s. “She loved you, and instead of doing the right thing and telling her you could not love her back, you lead her on!”

“…but…but sister, I had to…”

“Had to! Why pray tell did you have to oh sister of mine!”

“If I had told her we could never be it would have devastated her Luna, she would have regressed and stopped with her studies on friendship…”

“Then what about after! She was a princess for almost three years before you asked her to help you with Philomena, had all that time to tell her then!”

“And the results would have been the same; she would have been devastated and wouldn’t have been amble to adjust to her abilities as a Princess…”

“And you think this is better,” yelled Luna, stamping her hoof on the ground. “Did you know she wanted to hurt Philomena, what you did hurt her Celestia, and I brought her comfort, why should that be wrong?”

Celestia stared at her sister, shocked by her outburst.

“Now please leave,” said Luna, “Twilight will be here soon, and I do not wish you to be here when she gets here.”

“Luna please…”

“WE SAID LEAVE!”

Celestia looked at her sister in fear; for she could have sworn for the briefest of moments she had seen Nightmare Moons eyes instead of her sisters. She shook her head, turning and leaving out the door, not wishing to anger her sister further.

* * *

Twilight watched patiently from Luna’s bed as the mare paced back and forth, noting some of the changes working their way over Luna but nor speaking of them, rather she simply listened.

“We cannot believe the nerve of that mare, coming in and addressing us as though we were a mere foal! We knew what we were getting into when we let you take us into your bed, and we do not care if we are being used!”

“Luna.”

“You need us, and it may not be how we wanted it but we will take what we can…”

Luna then felt a hoof on her mouth, and upon looking up she nearly screamed, for Twilight had changed. Her coat and wings had changed to a dark purple, and her mane and tail now flowed around her, the end looking like a torn fabric as they billowed in their own invisible breeze. But it was her eyes that shocked her the most, for they looked like purple versions of Nightmare Moon’s eyes.

“You know, your anger is quite infectious…I kind of like it.”

“Infectious,” asked Luna, before she caught the sight of her hoof, and then she did scream. She ran to the mirror in her room, and was greeted by the sight of Nightmare Moon gazing upon her, black fur and all. She saw Twilight walk up behind her, leaning her body over her and placing her head next to Luna’s.

“You know, black really suits you,” said Twilight, nibbling at Luna’s ear in a playful manner.

“No, no this is bad, I need to stop this before…”

Suddenly Twilight grabbed Luna, flipping her roughly onto her back and pinning her to the floor. “Why should you stop it, I like this side of you. It’s strong,” Twilight nipped at her bottom jaw, “its powerful,” she nipped at her neck, “and it’s all mine!”

Twilight then bit down hard, her recently grown fangs digging in and drawing blood. Luna was surprised by her own reaction, for instead of crying out in pain, she moaned in pleasure. After a moment she felt Twilight let go of her neck, and watched as the darkened mare lifted her head, licking the blood from her lips and gazing down at Luna with a hungry look in her serpentine eyes.

“So tell me my dark temptress,” said Twilight, “do you really want to stop this?”

When Luna gazed up into those eyes, she knew deep down she should say yes. But she also knew looking into those eyes, that she only had one answer to give.

“No.”

* * *

Deep within the bowls of Canterlot, something old stirred within the crystals below. It had been sleeping peacefully, though it longed to be awake like it was now, woken up by the moan of one it had once cherished. It slowly stretched itself out, straining the magical restraints of its crystal prison only slightly, so weakened had it become since its imprisonment.

It cast its senses out, looking to see what had caused Moon to moan the way it did, and stopped when its senses picked up something it didn’t expect to find, it sensed Magic in Moon’s room. It took a while to examine Magic, noting her anger and jealousy over something, something pertaining to Sun, and it smiled.

“Long I have waited for thee, or Magic my sweet,” it hissed, slowly returning its senses to the place it was trapped in, beginning to focus its magic. It needed to talk to Magic, needed to convince her to give it some of her magic if it was to set its plans in motion. So it began concentrating, building the image that would help it commune with magic, and thus begin its road to freedom.

All it needed was time.

On The Fifth Day, Magic Shall Defy The Sun

Celestia stared in disbelief at the two ponies who stood before her, not wanting to believe her eyes. It had been several days since she had spoken with Luna, and she had decided to give her some space to let her calm herself down, and now she was regretting that decision.

“L…Luna, what have you done?”

“Why nothing sister,” said Luna happily, her black wing draped over Twilights darkened body in an almost playful manner.

“But…but look at you, your Nightmare Moon again…”

“Oh calm down Celestia,” Twilight said to her, walking forward and letting her tail brush under Luna’s chin, right in front of Celestia. “She is not Nightmare Moon, she has just embraced a darker side of herself, it’s not going to be a problem is it.”

Celestia’s eyes narrowed and she had to repress the urge to growl as she spoke. “Luna, I want you to go, I need to have a word with our fellow Princess.”

“No,” said Luna flatly.

“Luna I told you…”

“And I said no, whatever you have to say to Twilight you can say to me.”

Celestia signed, and then turned her gaze toward Twilight. “Twilight, I understand that I hurt you, but I cannot let this continue, I am going to have to ask that you stop seeing my sister.”

“Oh let me think about this for a second,” said Twilight. “How bout no.”

“Twilight I am merely looking out for my sister, and in the state your in you are in no way fit to be with my sister.”

“And I suppose you would be an expert on what’s best for Luna now wouldn’t you?”

“What is that supposed to mean?”

Twilight gave her a look, “You were what caused her to turn into Nightmare Moon in the first place with your neglect, and I would have never become like this if you had just told me you could not return my feelings for you.”

“You dare insinuate…”

“I’M NOT FINISHED WHORE!” roared Twilight, using her royal Canterlot voice for the first time and causing Celestia to step back in shock. “You hurt me Celestia; you hurt us both by not saying anything. But that no longer matters, because thanks to your neglect we have embraced who we are, and found each other. So no, I will not stop seeing my Lulu just because you say so, it’s not like you could stop us any way.”

Twilight turned and began walking away, and Luna started to follow, but then both stopped as a defining voice broke out behind them, shattering all the windows in the throne room.

“YOU DARE SPEAK TO ME LIKE THAT TWILIGHT SPARKLE!”

Twilight looked over her shoulder, seeing Celestia standing behind her, her main and tail transformed into fire and her eye blazing orange with rage. Celestia expected this site to cause her student to cower, but instead all she was greeted with was an amused smirk.

“Careful Celestia, you wouldn’t want me to accidentally hurt the baby now would you?”

It was like Twilight had walked up to her and stabbed her in the heart, and Celestia could only watch as Twilight and Luna left the room, the door closing behind them as they left her alone.

* * *

Hours later Celestia found herself in her room, crying as she snuggled closer to Philomena, trying to forget what had transpired earlier.

“I just don’t know what happened Philomena, she was so strange…she was practically flaunting her relationship with my sister right in front of me!”

“Shh my love,” said Philomena, “she is just angry, it will pass in time.”

“But she threatened our child Philomena, why would she do that, why?”

“It doesn’t matter, now I want you to lie down and rest, I’ll go talk to Twilight.”

Celestia gave her a worried look, but nodded all the same, laying her head down as Philomena got up and walked toward the door, an angry fire burning in her eyes as she opened it to leave.

One way or another, she was going to settle things with Twilight Sparkle.

On The Sixth Day, The Phoenix Shall Challenge Magic

Philomena found Twilight standing in the Canterlot Gardens, her gaze turned upward at the moon in the sky, transfixed by the changes it had undergone.

“Twilight, we need to talk.”

“Talk, now why would I want to do that?”

“You did unbecoming things in front of your former teacher, and you threatened our unborn foal. I understand you are angry Twilight, but that is no way to act, especially when it comes to what you have been doing with Luna.”

“Oh not you to,” said Twilight with a growl. “Why cant you just let Luna and I live our own lives how we want.”

“Not when it threatens to turn Luna into the monster she was before you freed her from it, don’t you even remember what she was like?”

“I do, but just like Celestia you fail to realize the beauty of what has happened to both Luna and I. We have not succumbed to our darker feelings, we have embraced them, and it has made us better for it. And what Celestia and you also failed to understand was that what I said in the throne room was not out of anger, I was merely stating facts.”

“…Prepare yourself Twilight.”

“Two steps ahead of you bitch!”

* Battle Music *

As soon as the words left Twilights mouth the ground underneath Philomena exploded, and Philomena realized how stupid she had been. She had walked right into a trap and hadn’t even realized it!

She quickly righted herself as she flew through the air, glancing around only to be hit in the back by a blast of magic, causing her to fall from the sky. She managed to land on her feat, quickly erecting a barrier while simultaneously sending out a shockwave of fire, clearing the smoke from the explosion and hitting taking away Twilight’s cover. She spotted Twilight and roared, her wings shooting out hundreds of fiery bolts that flew through the sky as they sought after the dark mare above her.

Twilight giggled, “What an amusing display,” she said as her horn lit up. Simultaneously all the fiery bolts turned purple, turning around and flying back to where they had originated. They struck Philomena’s barrier, causing the mare to cringe due to the strength of the blast, but otherwise her barrier stayed strong. “Its going to take a lot more then that to break my barrier Twilight, I was Celestia’s personal student since I was but a filly, she taught me everything she knows!”

“Ah but you forget little song bird, I was also Celestia’s personal student,” said Twilight with an evil grin. “And on top of that, I have had three years to prefect my magic on my own.”

Twilight unleashed a ray of magic, causing cracks to form in Philomena’s barrier due to the impact.

“Which means you have about a foals chance of beating me!”

Her mouth bulged, and Philomena screamed in alarm as Twilight unleashed a massive ball of pure magical energy from her mouth, breaking through her barrier and sending Philomena flying back into the air.

As she flew through the air Philomena pondered what had just happened, Twilight had just shot magic at her, not a spell, not a technologically induced blast, she had shot pure magic. Philomena suddenly felt fear race through her heart, for she realized how dire her situation had become, she could not hope to stand against the power Twilight now wielded.

She landed on the ground again, intending to send all she had to buy herself some time, only to gasp in horror at the sight she beheld. Twilight had collapsed onto the ground, black ooze seeping out of her skin, hitting the ground and slowly beginning to form a cocoon around her. “Twilight,” she yelled, making to run over to her. But just as she made to take her first step, a claw grabbed her by the shoulder, and she turned to see Discord standing behind her, fear gracing his yellow tinged eyes.

“Discord, what are you…”

“There is not time to explain, you need to leave now!”

“Wha…what are you talking about, what is happening?”

Discord signed, moving in front of Philomena and looking upon the cocoon that had grown around Twilight, Philomena noting a hint of familiarity in his eyes. “You know what’s happening to her; you’ve seen it before, haven’t you?”

Discord nodded, “I know what’s happening to her, as to how I know…I know because the same thing happened to me over a thousand years ago…its what turned me into the creature you see standing before you.”

Philomena gasped, turning from discord to the cocoon, then back again. “So…so you mean to tell me that Twilight is becoming a Draconeques, how is that possible?”

“I will explain latter, right now you need to get out of here. I will remain and hold her here, you must go and warn the others, they must know what is about to transpire.”

Philomena nodded and turned to leave, only to have Discord stop her once again.

“Before you go, take this with you,” he said, handing her a saddle bag made of dragon hide.

“What’s inside,” asked Philomena.

“Things that will explain what has happened, should I not survive this, now go!”

Philomena didn’t hesitate, leaping into the sky and taking of in a blaze of fire as Discord turned his gaze back to the glowing cocoon before him. Once again he was visited by a sense of dread, and like the first time he had seen her, he was visited by one simple feeling.

The day of his death had come.

And On The Seventh Day, Magic Shall Rend Chaos Low

* A little mood Music *

Discord watched patiently as the cocoon pulsed, knowing any moment it would crack open, and the timer would start counting down to when she ended him. Oddly this did not frightened him, instead he willingly embraced it, knowing that what time he bought now would mean more time for Philomena to reach Celestia and warn her of what was happening.

He braced himself as he saw a crack from on the cocoon, two purple claws rising up and lifting a newly transformed Twilight out of the cocoon, which she slithered her body over so that she was perched delicately on top of it, purple flame surrounding her as she looked down at Discord. Discord was struck by how serpentine she had become, and how her forelegs and back legs had changed to resemble bird legs, though instead of just four talons each they had five. Her mane had remained the same, though now coming out from underneath it just above her ears were two pairs of horns, her original horn gracing the center of her serpentine forehead like it had before her change. Her wing had remained the same, though they were now bigger, and at the end of her lizard like tail was a tuft of dark blue fur, a pink and purple stripe running through it like her old tail.

“Hello Discord,” she hissed, her serpentine mouth forming into a wide grin as she stared down upon the chaotic god. “I suppose you are here to try and stop me right?”

“Correct,” said Discord, no trace of humor evident in his voice as he stared at her.

“Wonderful, I was worried I would have to wait in boredom while Luna finished her transformation.”

“What…you don’t mean…?”

“Yes,” said Twilight with a giggle, “She had just entered her cocoon when I left her, she should be here soon.”

Discord swore, but then shook his head, calling flames into his claws as he stared at her. “It doesn’t matter now. I shall hold you here; I have ponies depending on me.”

“Oh so the chaos god has finally grown a heart, how sweet, I shall enjoy examining it once I rip it from your chest!”

Twilight leaped off her perch, her serpentine body slithering through the air as she unleashed a ball of magic at Discord. Discord used the flames to form a barrier, which shook under the force of the magic sphere, but it held all the same. Discord leapt into the air, intercepting Twilight and bringing her back to the ground in a resounding crash, clawing at her face and chest with his claw and talon.

He soon realized her skin was far stronger then his and she made that pointedly obvious when she swiped at his face, her claws easily cutting through his flesh. He quickly rolled away, instead calling upon his powers to cause the entire field to explode underneath her. Twilight was sent into the sky, but soon righted herself with a coy grin. Her cheeks bulged, and then she unleashed a torrent of pure magical power from her mouth, which Discord matched with equal ferocity. The two beams met in the air, locking and reeking havoc on the field around them.

Finally after many hours of back and forth struggle, Discord finally got the upper hand, his blast cutting through hers and hitting her straight in the face. As she fell from the air he cheered, entertaining for one moment the possibility that he might come out of this alive.

That hope however shattered, the moment he caught the sight of another Draconeques descending from the sky, her starry main glinting in the moonlight.

* * *

Philomena panted as she landed on the balcony; Celestia walking out to greet her.

“Philomena, what is going on?”

“Twilight…transforming…into draconeques…….Discord…sent me…to get help…”

Celestia’s eyes widened in horror, then she turned to her guards. “Gather the soldiers and prepare to move out, we need to move quickly if we are to contain this threat.”

The guards nodded, and then Celestia turned to Philomena. “Do you think your up to leading us back there, I know I can handle this alone, but I would rather have you with me just incase.”

Philomena nodded, letting Celestia cast a rejuvenation spell on her. They watched as the soldiers formed, then took off with the troops, Philomena leading the way.

* * *

Twilight slowly lifted the broken and bloody body of Discord with her magic, smiling as Luna brushed herself against her, leaning down to lick the blood of her mate’s lips. Discord noted through his barley open eyes that Luna’s change mimicked Twilights, all save her mane, which stretched across her back all the way to above her back legs.

“You did wonderful my love,” said Twilight, “Though I’m sure I would have prevailed once I recovered from the initial shock of his attack.”

“That’s ok my love, it was fun to tear into him.” Luna turned toward Discord, noting the sad smile on his face as he gazed up at the sky. “And what pray tell is that smile about?”

“This dear Luna…this is the smile of a pony who saw his death coming…and has embraced it willingly. I…I always knew that…that she would be the one to kill me…”

“You knew,” asked Twilight, her curiosity peeked.

“Yes…I knew,” said Discord, blood streaming down from his mouth as he turned to look at Twilight. “From the moment I saw you when I broke free, I knew that you would be the one to bring about my end…but I came to terms with it long ago, and at least what little time I bought insured Philomena got back to Canterlot safely.”

Twilight smirked one last time at the chaotic deity, and then blasted him in the face, blood splattering to the ground behind him as she dropped him to the ground.

Luna giggled at the sight, only to stop when she spotted the approaching figures advancing on their position. “My love, it appears we have played with our little broken toy to long.”

“It does not matter, just hold onto me love, I shall take us from this place so that we could be alone.”

Luna complied, walking up next to Twilight as her magic swirled around them, and then in a blink of an eye they were gone, leaving nothing but Discord’s broken body behind.

Celestia and her group arrived moments latter, Celestia landing on the ground first and running over to Discord as her guards formed a protective circle around the area, Philomena scanning the field with her magic.

“Discord,” said Celestia, panic evident in her voice.

Discord coughed up some blood, turning slowly toward her, but his eyes seemed vacant. “Celestia…is that you…I…I can’t see anything.”

Celestia looked horrified by that statement, put quickly grabbed up his bird like hand, placing it on her face. “Its ok Discord, I’m here.”

Discord smiled, and then felt a tear run past his claw, which he quickly brushed away. “Please my dear sister, no tears need you shed on my account.”

Celestia heard gasps behind her, but she didn’t care. “Don’t speak brother, just rest; we’ll get help for you soon.”

Discord chuckled, “You know as well as I there is no hope for me sister…I embraced my death long ago, as I told you years ago.”

Celestia nodded, remembering when Discord had told her about what he had sensed, after he had been reformed. She hadn’t wanted to believe it then, but now that she saw him like this, she knew he had been speaking the truth.

“Sister…,” said Discord, brining her out of her reverie, “I need you to promise me something.”

“Anything brother,” said Celestia.

Tears welled in his eyes, a few sobs escaping his lips before he could speak. “Please…please promise me you won’t blame Luna for this…it…it wasn’t her fault…she was…she was not herself…please…”

“Don’t blame Luna…Discord; you’re not saying Luna was involved in this are you?”

But she soon realized her question fell on deaf ears, for Discord’s hand had gone limp in her hooves. “Brother,” she asked, tears welling up in her eyes as she cradled his limp body in her forelimbs. “Brother….no…”

She then broke down in tears, her head resting his unmoving chest as Philomena walked over to comfort her, knowing nothing she could say would alleviate the pain of that moment.

Philomena lifted up a shaking hoof, and with a silent whisper of farewell, closed Discord’s eyes for the last time.

* * *

“Love, where are we?”

“I’m not sure, I intended for us to appear outside the griffin territories, but it looks like something diverted us to the caves under Canterlot.”

Luna was about to speak, but then she noticed something walking out of the shadows, which she quickly pointed out to Twilight. The figure finally came clearly into view, and Twilight realized despite the figures cloak and hood, that it was human.

The human stopped a few paces away from the two draconequi, lifting up one of its hands, which Twilight noted had a mark on the back of it, a mark she could have sworn she had seen before.

“Come closer child; let me have a good look at you.”

Luna didn’t know why, but she found that she trusted the voice, and walked over to the human. The human reach up toward her, caressing her face with what she could only describe as a mother’s touch. After a brief examination, the human pulled her close, surprising Luna with a gentle hug.

“I have missed you, my little Woona.”

Luna’s eyes widened in shock, for there had only been one being that had ever called her that, even Celestia didn’t know that name. She gently pulled away from the human, glaring at her with cold eyes before speaking, “who are you?”

The human lifted its hands to its hood, pulling back its hood and revealing her feminine features. Luna was struck with a sense of ghostly familiarity, and so was Twilight, her jaw hanging open in utter shock.

“You…you…I…wha…?”

“Calm yourself Twilight Sparkle,” said the woman, her bright blue eyes turning toward her as she walked away from Luna. “I promise everything will become clear, but first I will need you both to follow me.”

She walked off, motioning for them to follow as she walked back toward where she had come from. Twilight kept a healthy distance between herself and the human, while Luna stuck close to her side, looking confused.

“M…mother, what happened to you?”

“Why whatever do you mean Luna, you have seen me in this form before, there is nothing odd is there?”

“No its not that, it just you have been gone so long, Celestia said you had vanished, that some dark evil had taken you from us.”

“Oh,” said the woman, her voice turning cold. “Is that what your sister told you?”

The finally exited out into a large cavern, and both Luna and Twilight gasped in aw at what they saw, Twilight bowing out of instinct. Luna looked at what she now realized was a projection of her mother, and then turned to what had caused her such shock. For within the large chamber, trapped in an immense rainbow crystal was her mother, the noble Fausticorn.

An Authors Apology

I wanted to post a formal apology to all you readers who reached the end of this fic and were disappointed with how it turned out, I know it wasn't what you expected and to be honest I have a little confession to make. This was not how I originally intended the fic to go, in truth I had something entirely different planned for how this fic would play out.

Originally I had planned to have Philomena slowly gather each and every alicorn into a harem like situation, staring with Celestia and then eventually ending with Chyrsalis, whilst involving some underlying plot about some dark evil rising in the land. But partway through writing the chapter On The First Day, The Phoenix Shall Take The Sun, I realized that that plot-line would not work, so I changed it into the story it is now. However, I realize now that in changing it, I may have rolled out a too much information too fast, and mostly that was because I was trying to keep this fic down to seven chapters, thus resulting in the current story we have now. I promise to eventually remedy this with a revised version of Phoenix Rebirth, filled with new chapters and hopefully better explanation on how events play out, so till then be patient, and as always if you have any questions or comments please drop them on by, you know I love hearing from you guys.