Shadows Over Equestria

by DemonKaizoku

Rating: teen
Tags: Romance, Adventure
Length: 6162

When an ancient evil resurfaces in Equestria, the mane six are truly tested on their most challenging adventure, yet.

[UPDATE]: This story is temporarily being put ON-HOLD, in order to clean up some of the content of the first two chapters for the sake of better pacing of the story's plot. I thank those who gave me the fair critique! I'd rather fix this first before I get to the meat of the story. You MUST read it from the beginning after these changes are made. There will be enough change in the chapters for it to be necessary. But fear not, this shall be done as soon as possible. Really it will.

When an ancient evil resurfaces in Equestria, the mane six are truly tested on their most challenging adventure yet. Princess Celestia and the six have no choice but to rely on the reformed enemy Discord! Will Twilight and her friends have what it takes to defeat this evil, before Equestria drowns in a world of shadow and darkness? And will Celestia and Discord be able to overcome a past between them, in order to work together and succeed towards the same goal?

I cannot thank my pre reader Matt Wilson, first editor BlackRoseRaven, and second editor Ziblink enough for their efforts to help my story be a better one.

Story and cover art is by me
Chapter art will be by StePandy

Published 1970-01-01 00:00:00 UTC
Last updated 2014-05-22 13:33:46 UTC

[[REWRITING CHAPTER]] - Morning Hijinks

As daybreak prepared for its arrival, it was once again time for another calm and peaceful night to come to an end.

Right on schedule the moon departed from the sky. The sun peaked out from its stead posthaste, making its way into the sky to awaken everyone from their slumbering dreams and welcome all living inhabitants to another day with its warm presence.

As daylight crept past the border each of the previous night's stars slowly faded from sight. By the time the sun had peeked above the horizon, ponies started to stir from their beds. Just as it had been the day before, the skies were blue and void of any clouds, promising to all that it was going to be another beautiful and pleasant day.

The rise and descent of both celestial bodies served as a continuous reminder to everyone that Princess Celestia and Princess Luna were hard at work, keeping order for all the citizens and creatures of Equestria.

To those who populated the town of Ponyville today was shaping up to be just like any other.

As the day started in earnest local vendors and businesses were opening shop in the marketplace in preparation for the morning rush. The bell from the local schoolhouse rang, calling the young fillies and colts to attend another day of exciting learning to build their bright futures. Everything in Ponyville was falling into place and working routine, but it was also at this time of morning a certain fledgling alicorn was stirring from her own restful sleep; who no doubt had agendas of her own to attend on this delightful day.

From the upstairs bedroom of the Golden Oaks Library a soft groan emerged. Shifting underneath the covers a purple horn nestled in a sapphire blue mane with hints of pale violet and brilliant rose streaks poked out. This was followed by the familiar facial features of Twilight Sparkle. Without opening her eyes she sleepily turned onto her side, facing the windowsill, resting her head back against her pillow. As a stream of sunlight filtered through the window and beckoned her to rise by shining across her face, another groan escaped and she clenched her eyelids tightly shut.

Although she was aware it was time to get up and out of bed, this did not stop her from taking her sweet time in doing so. Even though she was already slowly waking up, she felt too cozy to get out of bed just yet. It was after a few more minutes of aimlessly tossing and turning to try and find a comfortable position that a purple wing poked out from one side of the bed, and it was the push she needed to get herself sitting upright.

She wasn't quite ready to throw the bedspread off as she brought her hoof up and rubbed it against her bedhead of a mane. However when she felt the impulse to lie back down creep in only moments after, Twilight fought the urge by kicking back the covers and at long last getting out of bed. Having finally succeeded and now standing at her bedside, she proceeded to stretch in case any leftover kinks had accumulated from the night before. After glancing out her bedside window, her gaze shifted to the clock on the wall, which read five past seven.

She sighed contentedly. “I slept like a rock.”  Her peace of mind however was rudely interrupted as she winced unexpectedly from a sudden muscle spasm in her wing. Her recently acquired wings twitched outwards lightly, and she felt the source of discomfort residing in her right wing. She could move it just as fine as the other, but not without it feeling tender. It did not take her long to realize she had rolled onto it, turning on her back in the middle of the night, again.

“I really need to get used to sleeping with these.” She muttered with mild annoyance, though at the end of the day it was not anything serious or something to be concerned about. It was nothing that a little more time adjusting and stretching them out couldn't fix. Almost three months had passed since she had received them just before her coronation, but at least she was getting the basics of flying down.

Since the day she had been officially crowned Equestria’s newest princess, Twilight’s lifestyle had surprisingly not changed as drastically as she had first expected it to. When it first sank in that she was now officially royalty, her anxiety about drastic changes in her life had increased dramatically. In fact the one thing she had feared most would happen was having to leave Ponyville and her friends behind to rule over a castle of her own. With her apprehension only continuing to escalate, her uncertainty needed to be settled one way or another, before things got any worse or she fell prey to a nervous breakdown. Of course by the time she approached Princess Celestia about her concerns she had been given her first royal duties which involved organizing the approaching Summer Sun Celebration. She could have pursued her concerns and eased her anxiety, but she was unable to bring herself to talk about them now; not with the princess giving her her first take and counting on her performing her first duty as a princess. Her concerns had to wait until after the celebration which certainly had gone swimmingly considering the Everfree Forest had invaded Ponyville and abducted the royal sisters.

Once she and her friends succeeded in revitalizing the Tree of Harmony by returning the Elements of Harmony to where they had previously belonged, she was able to address her concerns with Princess Celestia, once the main events of the Summer Sun Celebration concluded. Thankfully, she could continue her living arrangements in Ponyville, if that was what she wanted. As far as Twilight was aware, she was a princess by authoritative rank and formality, but also one that was still in training. Her royal training, outside of her book, was planned to take place and be addressed in Canterlot Castle; but that did not mean she had to move back there. One day, she would officially govern the land as Celestia, Luna, and Cadance did and perhaps have a castle of her own, but that was not going to be anytime soon. Celestia explained that when Cadance had first become a princess her studies were also dealt with in a similar fashion. The only difference was that Cadance had Celestia as a parental guardian, being taken under her wing, since she had been orphaned at a young age. She had practically grown up in a lifestyle of luxury and that was why Cadance had originally resided in the castle even as Twilight's foalsitter, before she and Shining Armor departed for the Crystal Empire.

Although her greatest fears hadn't been realized and that weight had been lifted off her shoulders, there were still lesser yet just as considerable changes in her everyday life that had been inevitable. One of these aforementioned things had been Ponyville civilians starting to bow respectfully in her presence whenever she passed. While this was something she knew to expect, these gestures still made her feel self-conscious on occasion, and they were happening on too much of a regular basis for her. Whether she ran a quick errand or was shopping at the marketplace around others, bows were promptly given by everybody within her vicinity. Vendors either gave her a discount on everything she purchased, or they sucked up to her status by letting her have anything free of charge. The same thing happened with waiters and food establishments: whenever she decided to eat out and treat her friends, it took no more than a few seconds of reaching for her bit pouch before any waiter insisted she dismiss any thought of paying. In other words, she could more or less have everything for free in this case, too. The perk may have been nice for some ponies like Rarity or others, but this felt unfair to Twilight. Sure, she may have ascended to royalty, but the only thing that had changed about her was the pair of wings she sported. She might no longer be a unicorn, but she was still the same magic-savvy mare everyone knew and loved. Princess or not, it did not sit well with her that she be the only one given the benefit of not paying any pony their fair share of profit in the town. What kind of princess would she be to Equestria if she always took the path of least resistance, when every other pony was not given the same opportunity? It just felt wrong and only gave her more of an unsettled feeling within. Being a princess had its perks, but either everybody was given the same treatment as her, or she received the same treatment as everyone else. Seeing as the latter was the only option not to ensure economic failure in Ponyville, the choice had been unanimous.

There was no mistaking that Twilight was not planning on taking advantage of her status anytime soon. Such actions were made by those who were selfish and full of greed; traits that potentially came from a tyrannical ruler. She would never do anything she saw as selfish, her mentor Princess Celestia had taught her the wise thing was to have pure moral standings and stick to them. She may have been told they were no longer student and teacher, but Twilight knew she would always see Celestia as such, despite being upgraded to equal rank. Learning the technical skillset of being a princess was not going to come to her overnight, so who better than another princess with many more years of experience to teach her? Surely being a princess did not only mean walking gracefully and looking pretty? As she understood it, being a princess meant taking responsibility and caring for those who needed her and for those she held dear. She planned to make it her priority to never waste this once in a lifetime opportunity and to take it all seriously. She would most certainly not allow herself to let either Princess Celestia or Luna down with their decision.

Having finally stretched most of the ache out of her wing, Twilight quickly discovered the source of her problem. Not only had she rolled on her back in her sleep, but lying partly underneath the covers of her bed was the latest installment of the Daring Do series she and her friends were reading. She immediately recalled wanting to have a little light reading in bed before going to sleep, so not only had she slept with the book, but she also somehow shifted on top of it without realizing it. That certainly explained why her wing felt as sore as it did. In most cases, she would have put the book up, but she must have forgotten or became too tired before having the chance. She eventually came to the conclusion it was best to leave it where it was for now, as she wanted it to serve as a reminder to always put her books away before falling asleep.

Books never failed her when she needed them; of course there was no doubt about that. Books held vast amounts of knowledge and information that aided in her studies, and they were also known to help her out of any troubling situations she and her friends seemed to go through on a regular basis. As of the night before, she could now confidently say books also helped her fall asleep. However, she also learned that even though she successfully slept through the night with one, they did not make for good cushions. Her wing could vouch for that.

Once she felt the ache in her wing ebb and relief slowly return, she left her bedside and approached her reflection in the vanity mirror. Summoning the first of her magic that day, her brush levitated to her side, as she started brushing at her unkempt mane. The rise from bed this morning was certainly restful, and yet it somehow felt different than usual. Even though she had to admit it was really nice, she knew there was something missing from the equation, something she caught on to right away...

“I hardly heard a peep out of you last night. I usually wake up to you snoring in the morning.” Twilight said with a smile towards where a certain baby dragon and number one assistant slept, looking at her reflection while she brushed her mane. A certain baby dragon who should be waking up by now, but her focus was not on the basket that served as his bed a fair distance behind her. Twilight didn't think anything of the extended silence, at first. However, the longer it went on, the more apparent it became, and she started taking notice of it. Eventually, the smile slowly disappeared from her reflection.

“Come on, Spike. You can’t sleep the day away. It’s far too nice of a day to miss out on.” As she continued to brush her mane, her attention in the mirror slowly shifted to where a small portion of the basket could be seen in the far corner of the mirror. When she turned to the side beyond the mirror for a clearer view, she was instead greeted with a deserted basket. As soon as this registered, she completely turned away from the vanity to make sure what she saw was correct. Sure enough, there was no trace of Spike to be found.

“Spike?” She blinked, moving away from the mirror and slowly approaching the smaller bed.

With the covers thrown messily back, any previous trace of Spike's presence was evident only through the faint body indentation and wrinkled sheets. Although Spike clearly had at one point been in bed, seeing the basket unoccupied as early as it was still threw her off guard. Spike was capable of getting up early enough, but this only happened when she required his assistance and told him in advance. Otherwise, he was never up this early when nothing of importance was needed. One would think for him to be up and about anyway was harmless enough, but what struck her as out of the ordinary was that for as long as they had lived together, Spike had never been up and about before her in the morning. What also made this strange was she had nothing important planned for him to help with today, which always served as an indication of his time away from his duties as her assistant. While she had plans she expected he wanted to to help with, that was not until the midafternoon. Her only plans for the day were to meet up and unwind with her friends, so Spike should have still been in bed. He should be tossing and turning, complaining about not wanting to get out of bed yet, so what was it that had him up so early?

Such an odd situation weighed heavily on her mind, as she continued formulating an answer as to what had Spike up so early. Sidetracked by her own inner thoughts, she forgot she was still brushing her mane. It was because of this that her brush snagged on a stubborn knot and without realizing it she tugged on it too hard. She flinched and her eyes widened.

A cry echoed loudly inside the library.

Once she had given her scalp the time to recover, she made haste downstairs. After passing the bookshelves on the first level of the library, she entered the treehouse’s kitchenette and was greeted with a sight. Not only was Spike up and about before her, but he was also standing atop a short stool and facing the top of the counter, pouring what looked to be a dark brown liquid from a carafe into a small mug. Steam rose from the cup and without blowing on it, he took a nice long swig. Perhaps it was not completely unheard of for him to be up this early, but Twilight was still not convinced this was without a motive behind it. She knew without a doubt there had to be a reason he was up, and she held a hint of suspicion it was one she would not like. She knew Spike and he would have preferred to take advantage of this time by trying to sleep in, so for the sake of figuring this out, she’d humor him for now.

“There you are.” Twilight chuckled lightly at the back of his profile, while he stood on the stool and was taking another long sip. At least he hadn't left without her knowing or was missing. That was the last thing she needed to be worrying about at this time of morning. "I was getting a little worried when I didn't see you were in bed. What's got you up so early, anyway? You know I don't have any important plans, apart from meeting up with the others at Sugarcube Corner." She levitated a glass of her own from the cupboard, followed with a carton of orange juice from the fridge.

While Spike was not normally an early-riser unless she needed his help, it wasn't as though he was never up during the morning. Spike was normally up and out of bed by either middle or late morning. He was only up on a few occasions by the crack of dawn, which was usually because of his assistance during the last day of every month. He often helped her prepare a complete schedule for any future plans and events during the next month. If Twilight knew some of her plans in advance she had Spike add them to the schedule ahead of time, and hold onto it for the sake of updating it when there was more to add or changes to be made. There were also the occasions when she required his help in Ponyville, whether to assist her with some magical experiments or for something as simple as a trip to the market when she needed an extra pair of claws.

"Nothing, really. I just woke up on my own, so I must be fully rested." Spike said, followed by a small shrug. For a moment, his words almost sounded a little hesitant, but Twilight chose to assume he was still waking up. Her smile returned, as she opened the juice carton with her magic. When she stood next to him at the same counter, she turned.

"Well, at least you had a good night's re-AAAHHH!" She cried out in surprise as Spike slowly turned, backing away a couple of paces. It was a good thing she hadn't started pouring the juice yet. Jolted by Twilight's surprise and loud outburst, Spike wobbled and started to lose his balance on the stepping stool, but fortunately regained it and caught himself as he landed on the floor, instead of falling over.

"W-what is it? What's wrong??" Spike asked, alarmed as he searched the kitchen after being startled. Although she had seen it when Spike first faced her, Twilight received another perfect shot of his face while he surveyed the kitchen, and her eyes narrowed.

"I should be the one asking you! What's wrong with you? You look terrible!"

At the startling sight of Spike's face, not only did she see the dark rings under his eyes, but how bloodshot they were too. He looked very tired and as tired as he appeared, falling asleep wouldn't be any problem whatsoever. Especially for such a seasoned a pro at sleeping as he was. If she didn't know any better, it looked as though he was forcing himself to keep awake for some odd reason. The mug of dark liquid he currently held gave off a familiar roasted aroma now that she was next to him. There was no mistake; it smelled like Joe's strongest blend of coffee. It was a blend she usually purchased from the donut-selling stallion in Canterlot, due to the high amount of caffeine it had. She used it for nights she wanted more time to study, if not also to perk her up and get her brain running for early morning studies. Even Joe's blend had its limits, as Spike looked like he was beginning the descent towards a caffeine crash. Still she watched Spike force another sip of coffee down, noting that he did not appear to enjoy the taste based on his body language. He shuddered slightly, everyone knew Spike was more of a hot chocolate drinking dragon than a coffee one.

"Why are you drinking coffee?" She asked with a confused yet stern tone. Even though she had already come to the conclusion that Spike was forcing himself to stay awake for some odd reason, she chose to ask him anyway. This obviously required a little more investigation and it almost looked as though Spike was trying to keep himself from telling her why. Twilight knew he wouldn't be able to resist for much longer; Spike always had a hard time keeping any secrets from her. She continued to question him and, as expected, he slowly started to crack.

"I didn't want to go back to sleep. I had a rough night." She raised a brow at this, finding his words a little contradictory.

"Well, that's half of your problem right there. You should try to go back to sleep for at least a few hours. You know I usually want you up by morning, but I don't want to push you if you had a hard time sleeping last night, so try to at least relax in bed for awhile."

"I can't." Spike shook his head rapidly, making Twilight blink.

"Why not?" She asked, watching as Spike nervously clasped his claws together.

"They... they were coming after me." Spike said with a hint of hesitation, while his gaze darted back and forth around the kitchen.

"Who was coming after you?"

Spike immediately rushed to her side and silenced her with a single claw, while using her as his new stronghold. Twilight silently watched him peek out from behind her and look around with the most caution she had ever seen from him.

"Gem monsters." He whispered. "While I was having a hard time sleeping last night, I needed a drink. When I went downstairs, I saw them. There were monsters made out of sapphires, rubies, emeralds... even diamonds." He said the last bit as if horrified by the thought.

"Gem monsters?" Twilight raised a brow.

Now that sounded preposterous, though technically it wasn't. They did live in a magical world, after all. She was pretty sure she once read a book in the magical library archives while she still lived in Canterlot, and on occasion read the Princess's books in the castle's study, while under Celestia’s tutelage.

Rock golems I think they were once called... She managed to recall a vague memory from the books she had read in her short lifetime.

She would have to reread the exact book she found that in, but the little she did remember of it said that rock golems only lived through a powerful manifestation of magic. It was quite a taxing spell, especially if you attempted creating more than one. Either way, she knew there was no one in Ponyville capable of it, counting even herself (not that she had ever tried to, yet). Such a spell required concentrated magic and the knowledge of how to use it. While she was known for being able to read a spell and take it in via a short demonstration allowing her to pull them off flawlessly, going about this type of spell blindly meant either nothing would come of it or worse something would through a magical accident. Magic wasn't always predictable, as far as accidents were concerned. Casting a spell without knowing its full extent was the one way you didn't want to find out what happened. Twilight personally had no plans to turn herself into a rock-looking pony by mistake anytime soon. She doubted that any pony in Canterlot was even aware of the spell, and she seriously doubted such a spell was involved, let alone was it being used against a baby dragon. She was certain the Princesses were easily capable of performing the spell, but that would mean treading into the possibility of accusing them of being irresponsible, which was silly to begin with.

This only left her with one other possibility, one that made more sense and one she was quick to act on. It was after that her horn went aglow with magic, as the aura settled across the surface of Spike's mouth. Her magic quickly served to stretch his bottom lip out and let her get a closer look into his mouth, surprising Spike in the process he responded with a garbled cry. Lo and behold, she spotted a small fragment of what looked to be a dark green gem anchored between the bottom row of his teeth. She dropped her sight and hold on his mouth, causing Spike to nearly fall over onto his face. She was quick to approach the pantry in the kitchen and open it with her magic. She noticed an opened cookie jar that had been left on the center level, and below it on the ground were some small leftover crumbs of gems. She looked from the floor to the wide but empty jar, the one they dubbed the 'gem jar'. A jar Twilight swore had been full to the brim when she had last checked, and one she had hidden for the purpose of keeping a certain dragon from overeating on gems.

"Spike!" She cried. "That jar was hidden! You know when I've hidden something from you, the purpose is so it doesn't get found and tempt you to devour the whole thing! No wonder you had a nightmare and couldn't sleep so much as a wink last night. You gorged yourself on all those gems. You know they either keep you awake or give you nightmares when you have too many before bed."

Spike sluggishly recovered from her actions, though he had spilled a little of the coffee from his cup across the floor from all the commotion. Of course feeling partly responsible, Twilight levitated a mop from the nearby broom closet and cleaned up the mess she had helped make. Spike managed to avert his eyes when she had silently done so, one of his claws shifting and lightly scratching across his other arm; a gesture he often made when he felt guilty.

"I-I know, but when I saw there was only one ruby and it was at the bottom of the jar, I had to reach it." He started unsure but was full of gusto by the end of his excuse as if it explained everything away. Rubies were one of Spike's top three favorite gems to eat. This explanation did not seem to improve the stern gaze Twilight gave him.

"I would have let you eat a few gems, Spike, but not the entire jar. I may not be a dragon, but even I know that was one too many gems for you, especially in the evening. If you really wanted the ruby, all you needed to do was take the other gems out, get the ruby, and put the others back in the jar. You didn't have to eat through all of them, like they were keeping you from it."

"I know." Spike's head quietly lowered out of dejection. "It was just all so tempting. Rubies may be one of my favorites, but then I saw there were sapphires, emeralds, and..." Spike shuddered outwardly a little, as if showing his impulsive temptation ever so slightly, but it disappeared when he felt her hoof gently pat the top of his head.

"I know. I'm not mad, but I don't like seeing you eat yourself ill or lose sleep over it, literally. Next time, if you really have the urge, do so during the day and not before you go to bed." Spike looked up, meeting with Twilight's smile and returning it.

"That doesn't mean you should still eat too many gems during the day, though." Twilight quickly added with a sisterly tone, before Spike got the wrong idea.

"Twilight, I can't believe you'd say that. How little you assume of me." Spike said, feigning a hurt expression. "Do you really think that I would take advantage of something you say, even over something as trivial as gems?" He asked, taking notice of her raised brow, which told him enough to know that the answer could be summed up as a simple 'yes'. It was hard for either side to contain themselves, and both broke the silence by chuckling.

"Alright, Spike. I know this sounds weird of me to say, but you need to go back to bed. Not all day, but at least for a few hours, enough for you to function for the day, so you can have a good night's sleep, for tonight."

"I....I can't." Spike voiced his hesitance and shook his head, making Twilight blink.

"Are you really still scared?"

"N-no. Well, maybe a little, but you don't know what it was like for me. Gems that I ate were coming to life. It makes my stomach feel sicker by the minute just thinking about it. It was a very traumatic experience, one I think only a dragon could truly understand. It was almost enough to stop me eating gems, altogether. Almost." Spike added at the end, as a reminder that nothing would ever completely stop him from eating gemstones.

"Well, why don't you have a warm bubble bath? Maybe that will help you relax and go to sleep." When she only received a shake of his head, she thought of something else. "I tell you what. Just this once, I'll let you fall asleep in the bath. Would that help?"

"No. There's nothing that can help me." Spike said.

"Well, I'm not letting you stay up. We have plans to go to Sugarcube Corner this afternoon. Pinkie wanted all of us to be there to try a new recipe of hers, remember?" This only made Spike groan out loud, while lightly holding his stomach.

"I don't want to think about food, right now..."

"Oh, Spike. You know I won't let you go without enough sleep to function on. You would be miserable if I did that." She said in a caring tone.

"Well, there's no way I will be able to go back to sleep now. I'm not sure if I ever could, after that nightmare. I may as well stay awake forever, for my own good." He adamantly countered.

"Isn't that a little extreme?" She asked with raised brow. "I'm sure you could go back to sleep. Besides, I know you want to come, and Pinkie would be very disappointed if you weren't able to."

"I'm sure you could get her to understand, once you tell her all that I've gone through." Spike said.

"Spike..."

"I know! I can keep my eyes pried open! I'm sure I don't always need to blink. Let's see that nightmare try to pull a fast one on me now."

This was all getting too out of hoof. Of course, Twilight had been half expecting Spike to prefer and choose an extreme or impossible route with this. Despite as desperate and extreme as this was getting, she really did understand what he was going through. After all she too had had some bad nightmares as a filly, and still did, on occasion. When she was a filly, it always helped that her family had been around to comfort her, especially her BBBFF, before he had become part of the royal guard. All Spike needed was someone to be there and help him through it, as this fear would disappear in due time. He just needed to relax but it wouldn't hurt to give him an incentive to get through it and she knew the perfect one.

"I suppose if you really don't want to try to sleep, I can't force you." She started, with a hint of dejection in her voice while she turned away and walked towards the bookshelves. "Of course, it would be a shame. I'm sure Rarity would be be disappointed if you weren't there." As predictable as clockwork, Spike quickly dashed to her side.

"R-Rarity will be there?" He jumped, as if he had suddenly recovered.

"Of course. Pinkie Pie invited all of us, after all. I doubt such an elegant mare as Rarity would miss out on that opportunity. It may be not be a fashionable or fancy gathering, but she would never pass up the chance to try one of Pinkie's recipes. Nopony in their right mind would, but don't worry Spike I'll tell her why you couldn't make it."

Spike flinched lightly. Twilight was going to tell Rarity all about his nightmares, and about how scared he was of going back to sleep. If she ever knew, how could he expect her to ever take him seriously again, and would he ever have any chance of winning her over? Rarity was a mare with exquisite tastes, and even he had to admit he wasn't one to call himself fancy like, say, the ponies in Canterlot she vied to be a part of. He knew kindness and adorability as her Spikey-Wikey could only get him so far. He couldn't afford his reputation getting utterly ruined with a childish situation like having nightmares over snacking too late. Twilight, meanwhile, levitated a few books to the desk.

"I'm sure she will understand the importance or you not wanting to get some sleep." Twilight continued, choosing which book she wanted to start with by levitating it and setting it in front of her. Just as she opened the book with her magic, she heard the familiar pitter pattering of Spike's footsteps and saw from the corner of her eye how he reacted as he peeked over the desk.

"Now, hold on. You don't need to tell her something as silly as that. I'm sure we could work something out.” He said seriously. “I-I mean, I don't want to disappoint her. I'm sure I could try to sleep for at least a few hours. Like you said, who would miss out on such an opportunity?"

"Are you sure? Didn't you say you wanted to wait until everything passed out of your system?” Twilight said, hiding a growing smile of impending victory. "I'm sure Rarity would understand your ailment is reason enough that you can't come-"

"I can't disappoint Rarity!" Spike blurted interrupting her, causing her to blink in surprise. Spike blushed faintly and chuckled awkwardly about his outburst. "I-I mean... I wouldn't want to disappoint Rarity and Pinkie Pie, by not showing up.” He quickly added. “Alright, I'll try and go back to sleep for a few more hours, but..." Spike suddenly looked down quietly, and was no longer desperately peeking over the desk to get Twilight's attention, as if debating something. "Could you come upstairs and stay with me?"

"Sure, but why?"

"I-I don't want to be upstairs, alone. N-not that I'm still scared or anything, and it’ll be like I’m keeping you company.” He said, trying to play it cool.

Twilight blinked, before she smiled and gave him a gentle hug, completely understanding.

"Of course, Spike. You go on upstairs and get settled. I will just get a few more books and I will be right there."

It worked every time when it came to Spike. When in doubt, bring up Rarity. The dragon was absolutely smitten with her and it always gave Spike the drive to push himself and get through whatever it was he needed to, for her sake.

Picking out a few more books and stacking them with the others, she levitated them and followed back upstairs.

"Alright Spike, I'm here. I'll wake you up when we need to go to Sugarcube-" She was interrupted by the soft sound of a snore. She levitated the books away from her sight. Sure enough, in record time, Spike was on his back and fast asleep, with his blanket already slightly kicked off. Giving a silent chuckle as she set the books down on the desktop in her room, her aura circled around the end of his covers, as she pulled them back over his body, Spike none the wiser, as he continued to sleep on peacefully.

Twilight quietly moved to the desk, and reopened the book she had been reading downstairs. She imagined she could finish the last book just in time to leave to meet with the others at Sugarcube Corner.