Midnight Star

by Nebula Star

Rating: teen
Tags: Alternate Universe, Twilight Sparkle, Original Character, My Little Pony: Friendship is Magic, Dark
Length: 40255

Experimenting with magic can be dangerous, and when Twilight Sparkle accidentally pulls another pony's soul into herself, it nearly costs her everything she holds dear.

Infinite worlds. When Princess Twilight Sparkle discovers the possibility, she is determined to see and learn all she can. Her experiment goes wrong however and she accidentally pulls another pony's soul into herself. Who is Midnight Star? Twilight thinks she knows, but the mysterious Midnight has her secrets. Secrets that could cost Twilight and all of Equestria the peace and harmony the nation has known for millennia.

Published 2013-09-16 00:40:03 UTC
Last updated 2013-09-16 00:40:03 UTC

Chapter 1: Possibilities

Midnight Star
By Nebula Star

Chapter 1: Possibilities
***

“Come on, Spike, aren't you even a little curious about the possibilities?” Twilight Sparkle asked the baby dragon, her number one assistant, while fluttering her wings slightly in her own excitement. It was a habit she'd picked up from Rainbow Dash, fluttering her wings like that. She'd only recently become aware of it, but she didn't care. “Countless worlds, countless Equestrias, each different in some way! What would our life be like if things had gone differently? Think of all we could learn!”

“I don't know, Twi. I mean, what if you got stuck in another world?”

Twilight rolled her eyes. “I don't want to go to the other worlds. I just want to see them. A vision, that's all. It shouldn't be too hard, Celestia was able to summon visions of things throughout my life when we were both in the astral plane. If I'm right, then seeing things from different worlds wouldn't be that much different from visions of different times.”

“But what if you're wrong, Twi?” Spike asked skeptically.

“Then I won't see anything. Don't worry, Spike, it would be perfectly safe.”

She'd been trying to convince him of the theory for nearly an hour. That there wasn't just one world, one reality, but many, perhaps even infinite worlds. And that each of those worlds were different in some way. That in each world events could have gone differently. It wasn't really that he didn't believe the theory though. It was that he didn't really care. That and he was worried something might go wrong; experimenting with magic could be dangerous after all.

“Why does it matter,” Spike said as he climbed the Library's ladder to put away some books on the top shelf. “Even if you could get it to work, they're not our world.”

“Because, Spike!” She persisted jumping up and flapping her wings to hover at his level. After nearly a year of flight lessons from Rainbow Dash, she'd managed to get use to her wings and become a fairly competent flier. Not that she thought she was an equal of any born Pegasus, except perhaps Fluttershy, but she was satisfied with her progress even if Rainbow kept trying to push her to work harder. “Think of what they could have discovered that we haven't. Spells we don't know, different ways of using magic.”

“But if you just see a vision of these other worlds, how are you going to learn their magic?”

Twilight was a little taken back. He was right, it would have to be a good long vision in order for her to learn anything complex, and most the simpler spells that wouldn't take long to learn had probably already been discovered in their own world. But who could say, maybe she'd find some simple but unusual spell that hadn't been discovered yet in their Equestria. Besides it wasn't only magic she could learn about from the other worlds.

Dropping back to the floor she folded her wings. “Well I'm going to try it.”

Spike looked down at her concerned. “Just be careful, Twi, you know how dangerous experimenting with magic can be,” he said then climbed down from the ladder.

“Of course, Spike, I'd never try something I think is dangerous,” she said and gave him a quick hug with one wing. “Now will you send the letter for me?” She levitated an already sealed scroll over to him from the writing desk in the main room of the Library.

That had been how the whole conversation had started. The letter was a request to Princess Celestia for the research materials she would need from the royal library in Canterlot in order to try and devise the spell.

“Alright,” Spike agreed finally. “You're the Princess.” He took the scroll in his claw, took a deep breath and then breathed out emerald dragon flames, the letter disappearing in their magic that would carry it directly to Princess Celestia in Canterlot.

“Thank you, Spike,” Twilight said happily and turned heading into the kitchen. “Now, what should we do for lunch.”

In the year since her coronation, Princess Celestia had yet to give her any real responsibilities as a Princess of Equestria, allowing her to instead continue living in Ponyville with her friends. Her anxieties about what Celestia may require of her had faded as the months had passed and she'd remembered that until the return of the Crystal Empire and the incident with King Sombra, Princess Cadence hadn't had many royal responsibilities either.

There were some parts of being an alicorn and a Princess that she enjoyed though. One of the best parts was that Celestia and Luna had, on a few occasions, allowed her to try raising the sun and the moon respectively so that she would know how if she ever needed to take over the important function for a time. She couldn't imagine anything ever happening that would make the Sun and Moon Princesses unable to preform those duties, but she had enjoyed the opportunity all the same.

Becoming an alicorn had boosted her magic strength, though not as much as she had expected. Celestia had confided in her that even before when she was just a unicorn, her magic had been strong enough that she likely could have raised the sun if she had tried.

She had also, once she'd started to learn how, found that she enjoyed flying. She met with Rainbow Dash on a weekly basis now to practice flying with her pegasus friend. That was actually what she had planned for the afternoon and she was looking forward to it, though Rainbow could get a little too enthusiastic at times.

She seemed determined to make Twilight into the acrobatic flier that she was. Twilight had to admit she was curious though; If she did get to Rainbow's level and was able to preform a sonic rainboom, would it still make a circular cascading rainbow like when her friend did it? Or would it be mostly shades of purple in her case? What would you call it if it wasn't a rainbow of colors? A purpleboom?

She shrugged off the questions; there wasn't much chance she'd ever reach that level. After all, nopony else had ever successfully preformed a sonic rainboom except Rainbow Dash.

One thing she didn't like about being a princess however, was how everypony seemed to think they had to treat her differently now. Her friends had come around quickly enough, but after a year she'd just barely gotten the rest of Ponyville to stop bowing to her and calling her 'Princess' all the time. Most still seemed nervous when she was around.

Even so, she was happy living in Ponyville for now and continuing her studies of pony magic. She suspected Celestia knew that and was purposely letting her enjoy her time with her friends while she could. Being an alicorn of magical origins, there was no doubt that she was now immortal like Celestia and Luna.

It had been a painful realization knowing that she would eventually lose her friends while she lived on, but she and Celestia had had several long talks about it and though she still dreaded that day, she knew it was best not to think about it and instead enjoy the time she still had with her friends.

“I'm going to have a daisy sandwich,” Twilight called back to Spike when she reached the kitchen and started getting out everything she would need. “You want anything?”

She'd have to make it a quick lunch. Having to convince Spike to send that letter to Celestia had been an unexpected delay and she was behind schedule.

~~~

“Sorry I'm late!” Twilight called to Rainbow Dash as she landed on a nearby cloud. Being able to walk on clouds was another thing she enjoyed about being an alicorn.

“No problem, Twi. I've only been here a couple minutes,” Rainbow assured her with a grin. “You ready to push those wings to their limits?” It was actually the first time Rainbow had been at their meeting place before Twilight, as she often overslept for her typical afternoon nap.

Twilight just grinned and opened her wings again, crouching down like she was preparing to launch herself into the air. Which in fact, she was. As expected, Rainbow wasted no time and opening her own sky blue wings and took off, leaving Twilight to catch up. It wasn't a race, Rainbow had given up trying to get Twilight to race her, at least until Twilight got faster. As she had said herself, she enjoyed winning, but it wasn't any fun racing if it wasn't a challenge. Instead they just flew together.

Though there were other ways to exercise wings, Rainbow had told her that the best way to strengthen her wings for flying was by flying. She just had to push herself to fly as long and as fast as she could. And that was what they did each week. They had no destination most weeks, they just went where the winds took them. They would soar around Cloudsdale, or out over the wilds of Everfree. A few times they'd flown up into the mountains, and once they had even flown all the way to Canterlot and surprised Princess Celestia.

Today they just flew around Ponyville. Sometimes Rainbow would lead, forcing Twilight to push herself to keep up. Other times they would fly side by side at a more relaxed pace. They never really approached the speeds Rainbow normally flew at, but Rainbow had every other day to fly how she wanted to fly. On these days, as a good friend, she was there for Twilight.

The toughest lesson for Twilight concerning flight had been to not over-think it. She'd at first turned to her books. She'd read all kinds of books on flight and aerodynamics for the first few weeks that she'd been trying to learn. Rainbow had taught her though that the trick to flight wasn't in knowing, but feeling. You had to let go and just let your wings carry you. It had taken a few months, but Twilight had finally learned to do just that.

As they soared through the sky, she didn't think about wing angles, wind directions, or flight vectors. She trusted her wings and body and instead enjoyed the wind in her mane, the warm sun on her wings, and the sheer freedom of flight.

They flew for most the afternoon, pushing Twilight's endurance to the limit just as Rainbow had said. Finally though, Twilight was too exhausted to go on and they landed on a cloud overlooking the town to rest.

“So, you going to go to the Wonderbolt tryouts this year?” Twilight asked Rainbow when she had caught her breath while they relaxed. After proving herself at the Wonderbolt academy, Rainbow had been more confident than ever about making the team.

“You bet I am! After seeing my awesomeness, I'm a shoe-in!”

Twilight smiled at her friend's usual confidence bordering on arrogance. All of her friends had long ago learned to be tolerant of Rainbow's attitude, and Rainbow in turn had learned to not let her confidence go to her head. “I'm sure you'll do great, Rainbow.”

“Hey, if you work at it, maybe you could make the team too in a few years,” Rainbow said giving Twilight a nudge with one of her wings. “Wouldn't that be awesome? A princess as a Wonderbolt!?”

Twilight laughed. “That would be something. But I think by the time I got good enough to make the Wonderbolts, Princess Celestia will have other important responsibilities for me.”

“Maybe, but it's not like an ancient lost empire reappears every day,” Rainbow said with a grin.

“I sure hope not! I really don't think I'm ready to rule over a whole empire!” Twilight exclaimed, horrified by the idea.

“Besides, you're doing great. A year ago you couldn't fly ten feet without crashing, look at how much you've improved already.”

“Thanks, Rainbow, but I still don't think I'll have enough time before Celestia gives me more responsibilities. I'm surprised Celestia hasn't given me more to do already. Still, thanks again for spending so much time helping me learn.”

“Hey, I'm just happy to have somepony else to fly with. Fluttershy's a great friend, but, you know, she's never been much of a flier. You're already way better than she is. Don't tell her I said that,” Rainbow said with a smile, but then seemed to remember something. “Oh, before I forget, the weather team has a rainstorm scheduled for this weekend if you still want to try helping out.”

“When?” Twilight asked wanting her to be more specific. She'd asked if she could help out mainly because she wanted to learn more about what the pegasi of Equestria did for the nation.

“Saturday afternoon,” Rainbow answered. “AJ asked us to make sure it was a good downpour this time. The last storm wasn't quite enough for the orchards.”

“Hmm, I may have to rearrange my schedule, but I think I could make it. You'll have to show me what to do though.”

“Don't worry all we really do is put the clouds together. It's easy peasy. Just have to make sure we make them big enough for the rain we need.”

Twilight smiled and nodded. “Alright, I'll be there. It shouldn't be too hard to adjust my schedule.”

“The weather team sure is going to be surprised when a princess shows up to help out.” Rainbow gave her a wink. She and the rest of Twilight's friends found it amusing how the rest of the town behaved around Twilight now.

“Well, that's about enough relaxing for me!” Rainbow said standing suddenly. “I'm going to get in some stunt practice before it gets dark. See ya later, Twi, it's been fun!”

“Alright. Later, Rainbow!” Twilight called as Rainbow launched herself and with a wave zipped off at full speed.

Twilight smiled watching her go. There was nothing Rainbow loved more than flying. She was glad it was something she could now share with her good friend.

~~~

“Special delivery.”

Twilight answered the door excited. It was the evening after she'd sent her request for study materials to the Princess and she was certain that was what the delivery was. She was right, and after signing for the package and telling the delivery pony he didn't have to bow to her for probably the seventh time, she eagerly took it to the desk and opened it. Among the books and old scrolls she'd requested she also found a letter from Princess Celestia.

My dear Twilight,

I hope that these materials are sufficient for your studies. I've read the theories you referred to in your letter and I understand your interest. If I had more time I might have looked into it myself. Also, you're right, it is quite an easy matter to conjure visions of past events while in the astral plane. Perhaps with these materials you will be able to find a way to conjure visions of these alternate worlds. That is, if the theory is correct of course.

A word of caution though. The astral plane, while it may in fact connect the many worlds the theory speaks of, there are many aspects of that realm that remain a mystery even to me. So do be careful. I've included a scroll detailing the spell I used to conjure the images of your past while we were there. Just don't try to do more than conjure images. There's no telling what would happen if you're spell somehow connected you to one of those other worlds.

In any case I look forward to hearing about what you learn should you be successful. It would be quite intriguing to hear how Equestria would have turned out if certain events had gone differently, or if certain decisions hadn't been made.

Hope you are doing well.

Sincerely yours,

Princess Celestia

Twilight smiled as she finished the letter. Then, eager to get started, she first opened the scroll written in Celestia's own writing detailing the scrying spell and began studying in earnest.

~~~

“Nice goin', Twi. This storm's just what the orchard's been needin'.”

Twilight laughed at Applejack's compliment. “I only just helped, and I don't know how much help I really was. Rainbow had to spend most her time showing me what to do,” she said as she landed and cast a quick spell to shield them from the rain that was already starting to pour down around them.

“Well even so, thanks for helpin' them pegasi out, we needed a good storm.” Applejack said then gestured back toward the farm house. “You wanna get out of the rain and grab a bite to eat.”

“I'd like to, Applejack, but I've got some studying I want to get back to at the Library,” Twilight told her. “I'll walk with you back to the farm though.”

“You sure? I think Granny Smith was bakin' some fresh pies this afternoon.”

The thought of Granny Smith's famous apple pies was too tempting to pass up, though she'd learned her lesson about eating too much pie when she'd first met the Apple Family. “I guess I could stay for a quick lunch...”

~~~

Though Twilight really wanted to get back to her studies. She enjoyed the lunch with Applejack and her family. Apple Bloom had been really excited having apparently helped Granny Smith with baking the pies. Twilight had been a little worried on hearing that. She had heard all about some of Apple Bloom's previous attempts at baking. But the piece of pie she'd had was delicious, leading Twilight to believe Apple Bloom had, in fact, only helped.

Finally though she was back at the library and back to her studies. She was close, she was sure of it. Her spell to conjure visions of other worlds was almost complete. She just wanted to check a few more things then she'd be ready to try it.

She remembered Celestia's warning though and she wanted to make sure her spell didn't create any connection between her and the other worlds. She was fairly certain it didn't. In theory she was conjuring an image, and that image was all that really connected to the other world it showed. But at the same time, she would be connected to the images since she was conjuring them with her magic. She didn't think it would be a problem, but it didn't hurt to double-check.

She also wasn't sure how she could control what she saw. Celestia's spell could target a certain person and a certain time. She'd decided to try and do the same; targeting herself, or rather the other worlds' versions of herself. Once the spell had located her doppelganger in each world, it would then start skipping forward through the time-line of that world.

She'd realized that if it worked there would be months, even years worth of information to see from each world. So she'd also made her spell so it would distort her perception of time, allowing her to see a great deal of each world in just a few minutes.

After checking over a couple other texts, she made up her mind that she'd done all she could, it was time to try it and see if it worked.

Spike had already gone to bed, leaving her to her studies. He knew Twilight well enough to know when she was going to be up late and hadn't waited.

The rain had been coming down all evening. No thunder or lighting, just a constant downpour. It was actually soothing to hear. Twilight listened to the soft sound as she sat on a pillow in the center of the library's main room. Then taking a deep breath and letting it out slowly she tilted her head back and her horn began to glow softly as she let her mind drift. She felt her mind and body separate as she sent her consciousness into the Astral plane.

She'd realized there had to be a way to enter the strange realm without being blasted by the Elements of Harmony since Celestia had been able to meet her there the day she'd become an alicorn. Curious, she'd asked Celestia how it was done and the Sun Princess had been happy to teach her. After warning her of the dangers of course.

Before long she found herself floating among an endless star field. Then she could feel her hooves on something solid, though there was nothing there. Looking around she smiled, it was time.

Bracing herself she called on her magic once more and cast her spell. She felt the magic take shape as she guided it into the forms needed. It was one of the most complex spells she'd ever tried, but she'd been working on it almost non-stop for days. She felt the spell take shape and as she sensed the first images begin to appear she opened her eyes.

It had worked! Before her were nearly a dozen visions, like windows to other places, other worlds with more appearing every second. And all of them showed her. At least, they were supposed to be her. In most she looked almost exactly the same though in the majority she was still an unicorn. A few though, the pony she saw looked different.

There were some things she recognized about these other versions of herself, often the biggest difference was the style of their mane, though their colors sometimes varied as well. But it was her face she saw on all of them, even when their eye and coat color was slightly different. Likewise their cutie marks always seemed to be the same cluster of stars, though the colors sometimes changed.

Focusing on one of the windows into another world she began to hear what was being said as the scene played out before her eyes. She found that with a thought, she could skip forward or back in the time-line of the world she was viewing. She focused on one of the windows that showed a version of her that was considerably different in appearance and was stunned to find out she also had a different name as well. It was incredible, there was so much she could learn!

Eagerly she began to delve into the visions of the other worlds. For hours she went from world to world, often watching months or even years of the other world's history in fast forward before moving on to the next. Some of the worlds she came across were barely different from her own, a few she couldn't even tell anything was different at all. These she skipped over quickly, far more interested in the worlds that appeared to be different in some way.

There were worlds where Nightmare Moon had never existed and Celestia and Luna had ruled together in harmony. Worlds where the Crystal Empire had never vanished and King Sombra had been defeated in ancient times. Worlds where Discord had never been evil and had actually befriended Celestia and Luna in ancient times.

Some worlds weren't so different than her own, but still surprised her. There was one where she was stunned to find she had an adopted daughter. A young black alicorn with a frightening resemblance to Nightmare Moon except that her cutie mark was a blue shield. She was even more stunned when, on delving further into that world's history that the alicorn was in fact Nightmare Moon reborn; but that she had changed, destroyed her evil side, and was living a happy life as Twilight's daughter. After seeing all she had gone through in that world though, she was kind of glad it wasn't hers.

Not all the worlds she saw had turned out well however. There were some that suffered under the rule of Discord. Some where Nightmare moon had defeated Celestia in ancient times or where Twilight and her friends had failed to stop her at the summer sun celebration. She saw several where she and her friends had been driven apart by Discord and the world was in chaos and others where the changelings had taken over and enslaved the ponies of Equestria in order to feed off of their love. She stayed away from those worlds finding it depressing to see such destruction.

There was no end to the worlds and Twilight wanted to see all she could. She kept the spell going for hours moving from vision to vision. It may have been her fatigue that caused it, or perhaps it was something else, a shift in the fabric of the universe or interference from the magic of one of the other worlds she saw. In any case the nature of her spell began to change. She began to lose control.

The vision windows that had hung stationary in the air around her began to move, slowly at first, but then faster and faster. Twilight looked around frightened, trying to regain control of the spell, but she couldn't stop it. Then she felt as if she were being pulled toward something.

Desperately she poured more and more of her magic into the spell, trying to stop the chaos. She couldn't though; she couldn't stop it. She saw one of the vision windows rushing toward her, glowing brightly. She flared her wings in a desperate attempt to stop herself, but it was no use, it was the vision windows that were moving, not her. The window flared pure white even as it reached her and then everything went black, but just as she lost consciousness she felt as if something were entering into her, merging with her mind and body.

Author's Note

So this is the start of the Midnight Star series. For anyone reading this for the first time, it was written before the start of season 4 and so doesn't include any canon from there on.

This was my first fic and the first time I've put my writing out there to be read. This story has been through several waves of corrections since its release last fall; which has helped me improve my writing, particularly my punctuation, a great deal. As of 9/25/2014 i'm going through and doing another pass to polish up this story. I'll probably put a note in the chapters as I complete them for this revision.

It would be impossible not to notice my reference to Pen Stroke's great fic Past Sins in this chapter. It was the first FIM fic I read and is the reason I decided to try writing my own. I do this with greatest respect for Pen Stroke's work and if you haven't read Past Sins, I highly recommend it.

Chapter 2: Same but Different

Midnight Star
By Nebula Star

Chapter 2: Same but Different
***

“Twilight! Twilight!”

Slowly the sound of a familiar voice began to bring Twilight back to reality pulling her out of a dreamless sleep. She stirred and slowly opened her eyes. She was back in the library. It was Spike shaking her and calling her name. And her head hurt!

She groaned sitting up and putting one hoof to her forehead. Her wings were hanging limply at her sides.

“Twilight?”

“I'm okay, Spike; I just have a headache,” she said folding her wings.

“What happened? Why were you asleep out here on the floor?” He asked sounding concerned.

“I think I pushed myself a little to far...” She admitted.

“What do you mean? You just stayed up studying too late and fell asleep?”

“No, I finished studying not long after you went to bed. Then I tried the spell,” she explained with another groan.

“And it knocked you out?” He asked sounding concerned.

“No. At least, not a first,” she told him then grinned despite the pain throbbing behind her eyes. “It worked, Spike. It was amazing! I saw and learned so much!”

“But then why were you passed out on the floor?” He persisted.

“I... well I think I tried to keep the spell going too long and lost control...” Twilight told him sheepishly. “There was just so much to see.”

Spike folded his arms across his chest clearly not amused. “You said you were going to be careful!”

Twilight winced. “I was, I just; Spike, you should have seen it! The worlds were endless, and every one was different, and we were different too! I mean, I saw one version of me that was as pink as Pinkie Pie!”

Spike just continued to glare at her accusingly. Finally Twilight gave in.

“Alright, maybe I wasn't as careful as I could have been. I should have paid attention to how tired I was and ended the spell before I lost control,” she admitted and Spike gave a satisfied nod.

“Good.”

Twilight laughed a little then at herself. “I'm probably the only princess in history to let a baby dragon scold her, but where would I be without you?” That of course brought to mind all the worlds she'd seen where she'd never had Spike by her side. She hadn't really liked any of those possibilities.

“Well I'll go make some breakfast then. And I'll see if we have anything to help with your headache.”

Twilight winced being reminded of the throbbing pain. “Thanks, Spike. I'll just go get cleaned up.”

~~~

Despite the lingering headache Twilight couldn't help but be excited about all she'd seen and learned with her experiment. All through breakfast she told Spike about the different worlds she had seen and the different versions of herself. Spike listened, but it was clear that he didn't care very much. What did it matter to them what had happened in another world?

A little put off by the baby dragon's disinterest. Twilight decided instead to write to Princess Celestia about it. Celestia had said she'd like to hear about what she learned from the experiment if she were successful. So after breakfast she went to the writing desk, laid out a new scroll, and started writing.

She only written a couple paragraphs however when she felt something strange. Her headache had faded away during breakfast, but now she felt something else. It was like something brushing against the back of her mind. Twilight paused her writing wondering what the strange feeling could be. Then she felt it again and this time she felt... curiosity? anger? It wasn't coming from her though; it was as if another's thoughts, another's emotions, were just touching the edges of her own consciousness.

Focusing her thoughts she tried to isolate the feeling, to locate where it was coming from. To her surprise she felt what seemed to be another consciousness, but it wasn't coming from outside. The second consciousness was inside her; inside her own mind. It shied away from her probing thoughts at first as if it were trying to hide, but then it seemed to realize that it had already been found and let their thoughts connect.

'Hello?' Twilight thought to the other consciousness.

Where am I? What happened to me? How did I get here? The thoughts came through strongly and Twilight got the impression that the other consciousness wasn't really scared, but they were demanding answers.

'Relax, I'll try to answer everything; just one second.' Twilight told the other consciousness but at the same time she wasn't sure she had answers. She wanted, however, to talk to them face to face if she could.

Twilight glanced toward Spike, who was going about his chores, to make sure he hadn't noticed anything was wrong. Then she closed her eyes as her horn began to glow softly and once again she sent her mind into the Astral plane. As she did though, she gently reached out to the other consciousness and pulled them with her. They resisted at first, but Twilight's reassuring thoughts that everything was alright eventually got through and they both slipped into the Astral Plane.

They appeared facing each other and the instant they both opened their eyes they both jumped back startled to see their own face looking back at them.

“Who in Tartarus are you!” The other mare demanded taking a defensive posture, seeming to expect a fight. Her voice sounded the same as Twilight's though she spoke with more hostility. She was not identical to Twilight however. Most notably, she wasn't an alicorn. Her coat was a much darker purple, and her mane and tail were nearly black with just a hint of indigo shine. Her mane cut and tail were also more ragged than the strait cut of Twilight's, and the stripes in them were purple and a dark red that matched her eyes. Last of all her cutie mark, while it was the same cluster of stars as Twilight's, the large center star was pitch black and the smaller stars surrounding it were the same red as her eyes.

“Easy, it's alright. My name is Twilight Sparkle,” Twilight said holding a hoof up in a halting gesture.

The other mare relaxed a little but it was clear she wasn't ready to trust Twilight just yet. “Why do you have my face!?”

“I'm not sure...” Twilight started, then she remembered what had happened when she'd lost control of her spell the night before; how she'd felt as if something had entered into her, merging with her, and she began to realize that this other mare was quite likely what she'd felt. If so, then this mare had to be one of the alternate versions of her from another world. “I think... that it's because I'm another version of you,” Twilight told her.

“Another version of me!?”

“Yes, most likely. I discovered recently that there's not just one world, one Equestria, but countless, perhaps even infinite worlds, each different in some way. Some are almost identical while others would be quite different than your own world or mine,” Twilight explained. “I think we might be versions of each other from different worlds... but I think that I accidentally pulled you into my world.”

“But why am I in your head!?”

Twilight winced at the other mare's anger. “Whatever happened, it must have merged your soul into me. Your own body is probably still in your world...” She trailed off as she realized what she was saying; realized what would happen to a body with the soul removed.

She glared at Twilight a few moments more. “So you killed me,” she said angrily, coming to the same conclusion.

Twilight lowered her head in shame feeling a tremor run through her body. “Maybe...” She whispered. Then she looked up at the other mare apologetically. “I'm so sorry! I promise, I'll try to find a way to get you back home. I'll try to fix this...”

The other Mare snorted and looked away. “Don't bother.”

The reaction was so unexpected Twilight couldn't help but look at her surprised. “Don't you want to get back to your home?”

“There's not much for me there anyway, and if my body is dead then sending me back there might really kill me. I'd rather not risk it,” she said and she meant it. She truly didn't care about going back to her own world.

“But, don't you have friends? Family?”

She turned narrowed eyes on Twilight. “If you're another version of me then don't you already know the answer to that?” She asked venomously.

Twilight shook her head. “My world may be quite a bit different than yours. Judging by the differences in our appearance, I'd say they are. So my life is also probably very different than yours.” Twilight opened her wings pointing out one major difference between them besides just their colors.

She seemed to have not noticed Twilight's wings before and looked at them seeming somewhat surprised. “You said your name is Twilight Sparkle?”

Twilight nodded. “That's not your name is it?”

She shook her head. “My name is Midnight Star.”

“I'm pleased to meet you, Midnight,” Twilight said with a weak and apologetic smile. “Still, I'm so sorry; this is all my fault.”

“What happened?” Midnight asked, though with less hostility than before.

“It was an experiment. I wanted to try and see if I could conjure visions of other alternate worlds, and it worked, I saw a great deal of different worlds, but I... I kept the spell going too long and exhausted myself. I lost control of it and I think somehow it linked me to your world and since the spell was made to target other versions of myself, it must have latched onto you and pulled your soul into me, merging us.”

She sighed seeming to have understood. “So what is your world like then. Is Discord still ruling Equestria?”

Twilight blinked in surprise. “No, Discord hasn't ruled Equestria for more than a thousand years. He tried to take over again a couple years back, but my friends and I defeated him,” Twilight told her. “Then a year ago, we actually released him and managed to convince him to use his magic for the good of Equestria. He's been Working for the Princesses ever since.”

Midnight's eyes were wide with shock. “Discord turned good? And what princesses?”

“Princess Celestia and Luna; they rule over Equestria, and Princess Cadence rules over the Crystal Empire,” Twilight told her.

“You mean Luna isn't Nightmare Moon? And Celestia wasn't banished to the sun?”

Twilight hesitated; by the sound of things Midnight's world was quite a bit different than the Equestria Twilight knew. “I think it would be easiest if you give me an overview of your world's history. Then I'll tell you how this world is different,” she said sitting down, then gestured for her to sit as well.

Midnight seemed to hesitate but then shrugged and sat across from Twilight. “Not much is known anymore about what my Equestria was like before Luna became Nightmare Moon...”

As Midnight began to describe the history of her world, Twilight sat and listened with a growing sense of horror, beginning to understand why Midnight had been so hostile and didn't care about going back. In her world, Discord hadn't appeared in ancient times until around the same time that Luna became Nightmare Moon. The two had then joined forces and defeated Princess Celestia, banishing her to the sun.

Afterwards they had turned on each other, each taking control of a part of Equestria and forcing the ponies to fight for them. The resulting war had lasted centuries and ravaged the nation. Finally Nightmare Moon had been forced to surrender to Discord and had been his unwilling second in command for centuries during which time Equestria had suffered in Discord's chaos.

Midnight told her about how many of the ponies of Equestria had chosen to live deep in the forests, despite all the monsters that inhabited the wilds. Dealing with the monsters wasn't as bad as living under Discord in chaos. Midnight had been born in one such colony. The dangers of the deep forests, however, took their tole.

She described how every day it seemed, somepony else would go missing. She'd lost her father when she was only three years old and then when she was five, her brother had gone out in search of food and never returned.

Twilight was almost in tears when she heard this; she couldn't imagine losing Shining in such a way. Midnight on the other hoof was showing no emotion at all. It was clear she had long since numbed herself to the pain. Even so Twilight could tell that she had been hurt deeply.

“I'm so sorry...” Twilight said sincerely reaching out a wing to touch her shoulder sympathetically when she had finished telling about her brother. Midnight barely acknowledged the gesture.

“About a year later our colony was attacked by a hydra,” she went on her voice even more dead and emotionless. “I watched that hydra swallow my mother.”

Twilight gasped bringing a hoof to her mouth. “Midnight... that's... I...” There was no stopping the tears now, but Midnight seemed unaffected by the memory and continued with her story.

“I was on my own after that. It was then that I discovered my talent for magic. I began training myself however I could, not just in spells but also in trying to increase my magic's strength. When I began to realize how much potential I had, I pushed myself all the harder. Then, when I believed I was ready, I challenged Nightmare Moon and Discord, and I defeated them.”

Despite her tears, Twilight's eyes widened in shock. “You defeated Nightmare Moon and Discord!? By yourself!?”

She just looked at Twilight and nodded. She wasn't lying and in fact seemed to wonder why Twilight was so surprised. “That was about three years ago. I've lived in Canterlot since then.”

Twilight realized she was done, but still she couldn't help staring at her a few moments more stunned. For her to defeat both Nightmare Moon and Discord at the same time, by herself no less. The sheer power she must be capable of had to be beyond imagining, and she was still just a unicorn. Midnight noticed her stunned expression.

“Why are you so surprised. If you're another version of me, you should have the same potential shouldn't you? And you're an alicorn so shouldn't you be even stronger than me?”

Twilight thought about it a moment. It was possible. She could have the same potential being just another version of her. But to have that kind or power... Twilight couldn't imagine it. Even Celestia had needed the Elements of Harmony to defeat Nightmare Moon, and Midnight had defeated both her and Discord at the same time?

Giving herself a shake, Twilight finally answered. “I may have the same potential, and you're right, being an Alicorn does boost my magic strength. But I haven't been pushed nearly as hard to develop my talent in magic as it sounds like you were,” Twilight told her, then took a deep breath and let it out slowly.

“Alright, so my world is quite a bit different from yours,” Twilight said then set about summarizing the major events of Equestria's history starting with the initial defeat of Discord by Celestia and Luna.

Midnight just sat and listened as Twilight told her about how Luna had become Nightmare Moon but had been banished to the moon for a thousand years. That led into her telling Midnight about her own life. How she'd grown up in Canterlot. How she'd become Celestia's personal student. How she'd come to Ponyville and met her friends. She then told Midnight how she and her friends had used the elements of harmony to defeat Nightmare Moon, purifying her and changing her back into Luna. She then told her about when Discord had returned and how she and her friends had again used the Elements to defeat him. She mentioned the attack on the Canterlot by the changeling queen and then finally finished with the reappearance of the Crystal Empire and king Sombra.

“Sombra showed up in my world too, but I defeated him easily enough,” Midnight said when Twilight had finished. “So in this world, you have three Princesses?”

Twilight grinned a little embarrassed. “Well... actually, I make four.”

Midnight looked slightly surprised again. “You're a princess here?”

“Yes,” Twilight admitted. “My coronation was just last year. I don't have any real responsibilities right now, but I am a princess.”

She looked at Twilight a moment more considering but then seemed to dismiss the matter. “Where exactly is this 'Ponyville'? You said that's where you live”

“Oh... I guess with everything that happened in your world, Ponyville was never founded,” Twilight thought out loud. “It's... well here.” Quickly casting a spell she conjured a map of Equestria in the air next to them. “Here it is. Right on the edge of the Everfree forest,” she said pointing to it with her hoof.”

“Everfree... that must be where I lived,” she said looking at the expanse of the forest on the map.

“Probably. Even in this world the Everfree Forest is dangerous,” Twilight agreed. She watched Midnight a moment. After hearing about her world it was easier to understand why she didn't feel any real need to return there. But still, Twilight found it hard to imagine her having nothing, not even friends, to return to. “Are you sure you don't want me to try and find a way to get you home? I mean, don't you have anypony? Maybe friends you made since you defeated Discord?”

Midnight gave her a flat look and shook her head. “I don't have any friends, I've never needed them,” she said, her voice cold and emotionless.

It was heartbreaking. She'd suffered so much, and to suffer through it all alone. Twilight reached out her wings, gently touching Midnight's shoulders. “Everypony needs friends, Midnight,” she said softly, tears in her eyes.

Midnight seemed slightly surprised by the gesture but still no other emotion entered her expression. Twilight smiled all the same and refolded her wings. “Well, if you're sure you don't want to go back, then I suppose you can stay here for now. Maybe there's a way I could recreate your body here. You could start over.”

She shrugged. “Perhaps. This world definitely seems to have more potential than mine.”

Twilight smiled and nodded. “Okay then. I'll see if I can find a way.” She sighed and glanced around. “For now though, I guess your stuck in my head. I have to admit, it's a little awkward...”

“I'll try not to be a nuisance,” Midnight said simply. Then she looked around as well. “So is this all in your head?” She asked.

“No, not really. This is the Astral Plane. I believe it exists somewhere between all the infinite worlds. But only a pony's consciousness, their soul, can enter this realm. I brought us here so we could talk face to face.”

“I see.”

Just then Twilight felt something from her body back in the real world. Somepony was shaking her shoulder. “Oh, I better get back, Spike has probably noticed I haven't moved in a bit.”

“Spike?”

“He's my assistant, he's actually a baby dragon. But anyway, I think we should be able to communicate through thought even when we're back in the real world. Maybe you could even see through me what is going on. You are in my head after all.”

“I might try it if I get bored,” she said standing. “How do we get back anyway?”

“Just relax and let me guide you.” Twilight told her then she closed her eyes and willed herself away from the Astral plane, carefully pulling Midnight's soul with her back into her body in her own world.

“Twilight! Twilight! Wake up!”

Twilight opened her eyes hearing Spikes voice. “I'm okay, Spike,” she said letting a little annoyance into her voice. “I was just checking something in the Astral Plane,” she told him looking over at him.

“You weren't trying that spell again where you?” He asked folding his little arms across his chest.

“No I wasn't,” Twilight told him honestly. “Now let me finish my letter then I'll need you to send it for me.”

He gave her a stubborn look but finally he turned and went back to cleaning.

Turning back to the writing desk herself, Twilight reached her thoughts toward Midnight's soul and let them make contact. 'You alright?' she asked with her thoughts.

Of course, Midnight answered as if it were a stupid question.

'Okay, well if it's alright with you, I think it would be best if I keep you secret for now.'

That's fine. I guess it would sound kind of crazy; having another pony in your head.

Twilight grinned. 'Yeah, just a little. I'll get started on some research as soon as I can. For now I guess, just relax.'

Author's Note

Minor revisions as of 9/25/2014

Chapter 3: Sinister Plans

Midnight Star
By Nebula Star

Chapter 3: Sinister Plans
***

Twilight did in fact start on some research to see if there was a way she could recreate Midnight's body that same day. But it didn't take very long before she began to realize that her library home didn't contain any books on what would be a very advanced form of magic. Such knowledge could possibly be dangerous, and so was likely kept safe in the royal library in Canterlot. She could of course send a request to Celestia for materials on the subject but she was nervous about doing so as Celestia would likely ask why she wanted to learn such a thing and she wasn't ready to admit to her mentor that she may have killed another pony and trapped their soul within herself.

In the end she decided to wait until she had a reason to go to Canterlot herself. She had complete access to all of the royal library, she was a princess after all. Midnight didn't seem to mind; in fact she rarely spoke at all. Though Twilight could feel her thoughts in contact with her own from time to time.

She had found that she could see through Twilight early on and Twilight had learned to recognize when she was doing so, but it wasn't often despite Twilight's assurances that it was alright. Midnight seemed content keeping to her own thoughts. So until she had a chance to go to Canterlot and the Royal Library, Twilight went on with life as normal.

She did, however, make a point of talking to Midnight when she could, though the other mare wasn't very talkative. She did ask a few questions on certain subjects, particularly the Princesses Celestia and Luna. She'd asked what they were like, and even asked about how powerful they were. Twilight could understand why she'd be curious. She'd only known Luna as Nightmare Moon, and Celestia she'd only heard of in the legends of her world. She'd never even heard of Princess Cadence until Twilight had mentioned her when telling Equestria's history when they first met.

For the most part though Midnight kept to herself, and at times Twilight almost forgot she was there. So when she suddenly asked, 'how did you become an alicorn?' while Twilight was flying with Rainbow Dash two weeks later, it startled her so much she dropped several feet before she recovered leveling off again.

'Uh. I'll tell you later tonight when I'm not flying.' She thought back quickly and Midnight seemed to accept the promise.

“Don't tell me you're tired already!?” Rainbow called back to her having noticed her falter.

“No, I just thought of something that's all,” Twilight told her hurrying to catch up.

~~~

Later that night, Twilight, after making sure Spike wouldn't interrupt, sent her mind and Midnight's into the Astral Plane once more.

“So, you asked me how I became an alicorn?”

Midnight nodded. “I saw the picture on your desk. You were just a unicorn then.”

Twilight nodded. “Yes, I only became an alicorn about a year ago, just before my coronation. That's actually why I go flying with Rainbow Dash every week. She's helped me learn to fly and strengthen my wings.”

“So how did you become an alicorn?”

Twilight thought back, trying to decide how to answer. “Well it was partially because of all I've learned as Celestia's student. But what actually caused the transformation was the understanding I came to that helped me create a new spell...” She told the story of how she'd accidentally switched her friends cutie marks by casting the original, incomplete spell. How she'd managed to fix her mistake. And finally how she'd then realized how to fix the spell, the result of course being her transformation.

“So it was the power of these 'Elements of Harmony' that transformed you when you corrected the spell?”

Twilight nodded. “At least they started it. The Elements activated when I finished the spell and all blasted me with magic. The next thing I knew I was here. My friends later told me that I'd just disappeared in a flash of light that left a scorch mark on the library floor. Anyway, Celestia then came and found me here and she told me it was time for me to fulfill my destiny. I was then surrounded by magic that came from within me, it lifted me up swirling around me and the next thing I knew I was standing out in the road in Ponyville with all my friends and I was an alicorn.”

“Has anypony else even been transformed into an alicorn by the Elements?”

“No, not that I know of. I think Celestia would have told me if there had been.”

Midnight seemed to consider that, then looked up at Twilight. “So then, are you immortal now?”

Twilight felt her heart clench up and she took a deep breath before nodding. “Yes... I am.”

“You say that like it's a bad thing,” Midnight said, raising a brow.

She smiled weakly. “There are some good things about being immortal... but it also means that I'll have to watch as everypony around me, everypony I care about, all grow old and eventually die... It means I'll have to live on through the ages long after all my friends except Celestia and Luna are gone. We don't even know if Cadence is immortal since she's only a partial blood alicorn.”

“Can't you just make new friends?” Midnight asked as if it weren't a big deal.

“Good friends can never be replaced,” Twilight told her softly. “I could make more friends yes, but they could never replace the friends I have now, and eventually I'd lose them as well.” She sighed heavily. “Celestia says it is the price we pay for the countless years we can live, and all the good things in life we can enjoy. Still, it's not something I'm looking forward to.”

Midnight snorted. “You're too attached to your friends.”

Twilight looked up at her surprised. “Midnight, haven't you ever cared about anypony? Haven't you ever had anypony you didn't want to lose?”

“I lost them,” Midnight replied simply then stood and walked away fading as she returned to the real world on her own, leaving Twilight staring after her with tears in her eyes for the pain she'd sensed behind those words.

“Midnight...”

Midnight didn't talk to her again after that, and though she responded if Twilight asked her something directly, it was clear she had no desire to just talk. Twilight wanted to help her, but aside from trying to find a way to recreate her body she couldn't think of what else she could do.

~~~

“Twilight darling, is everything alright?”

Twilight looked up sharply realizing she'd been zoning out. An easy thing to do as she was just standing on a raised platform with pieces of the gown Rarity was making draped over her. Twilight had found out a few months back that, as a princess now, she would need to make an appearance at the Grand Galloping Gala. Something she had not wanted to go through again after her and her friends' experience the first time they'd attended. Upon hearing this however, Rarity had insisted on redesigning her gala dress to go better with her wings.

“Oh, it's nothing...” Twilight said but then thought better of it. She needed to talk to somepony, even if she didn't say anything about who Midnight was. She quickly checked to make sure Midnight wasn't watching or listening. When she was sure they weren't being overheard Twilight shook her head. “Actually, it's not nothing. I met somepony recently that has had a really hard life. I want to help her out... but she won't let me.”

Rarity looked up at her. “A hard life you say. Is it somepony I know?”

Twilight shook her head.

“Well, You would know better than anyone how to help somepony in need of a friend. But if you're looking for advice, then the best thing you can do for anypony is be there for them,” Rarity said while taking a quick measurement.

Twilight sighed. “That's just the problem, she doesn't want me to be there for her, she doesn't want anypony... I think she's been hurt so many times she's afraid to let somepony get close. She's afraid that if she lets anypony get close, she'll lose them and be left with more pain.”

“Really? sounds like she has had a hard life indeed,” Rarity said as she continued to work a few moments in silence and thinking carefully before going on. “Well, in that case, I think all you can do is make sure they know that you're there for them and wait for them to come to you.”

Twilight sighed. She wanted to help Midnight.

“I know it may be hard to stand by and wait, but sometimes ponies just need space and time to themselves. You're a wonderful friend, Twilight. And I think that if you give this pony a chance to see that from what she feels is a safe distance, she'll start to open up.”

“I hope so,” Twilight said softly. “I hate seeing ponies suffer...”

Rarity smiled. “That's why you're a princess.”

Twilight looked up surprised, then slowly smiled as well. “Thanks, Rarity.”

~~~

Heeding Rarity's advice, Twilight didn't try to talk to Midnight more than she absolutely needed to, but at the same time she told Midnight to feel free to contact her at any time. After another week though Midnight barely talked to her at all. Twilight was beginning to wonder what she was doing with all her time.

She seemed to be watching at times. Twilight felt her consciousness contacting hers from time to time, but she never said anything or asked any questions and after a time Twilight would feel her break the contact. She knew Midnight had to be lonely. She had nopony else to talk to, and yet she wouldn't even talk to her, the one pony she did have.

It pained Twilight to watch Midnight's reclusive ways and she began to wonder how much more she had suffered that she hadn't told her about already. What other torment had her soul gone through.

~~~

Yawning widely Twilight rolled over and looked at the clock on her nightstand. To her surprise it was late in the morning, well past the time she usually got up. She'd thought she must have woken early by how tired she still felt, but apparently that wasn't the case.

'Must not have slept well,' she thought to herself. She hadn't been up late for once. In fact, if anything she'd gone to bed a bit early. Still, she felt like she hadn't gotten more than an hour or two of sleep at most.

Knowing she needed to get up though, she rolled out of bed and, Yawning again, headed to the bathroom to get cleaned up for the day. Something that took a bit longer than it use to thanks to a certain pair of wings. When she was finally all clean, she headed down to the kitchen to get some breakfast; yawning again as she descended the stairs.

“Morning Twilight,” Spike said as she entered the kitchen from where he was at the stove making their breakfast.

“Morning.” Twilight said and yawned yet again. Seeing Spike had breakfast almost done, she decided to just let him finish and went to sit at the table to wait.

Even after eating though, she still felt exhausted. Luckily she didn't have anything planned for the day and so decided just to stay home and do some studying. She was getting a book from the shelves when she happened to glance at the case that held the Elements of Harmony. Or at least should have held the Elements. It was empty.

Eyes widening she ran to the case and opened it. Who would take the Elements? Who could? She'd enchanted the case herself so that only she, or one of her friends could open it. And the elements themselves were enchanted by Celestia so they couldn't be teleported magically. Starting to panic Twilight began running and flying around the library searching every nook and cranny she could think of. She continued her panicked search until Spike came into the room.

“What's wrong, Twilight?” He asked seeing her zipping back and forth across the Library.

“The Elements! Where are they!?” She asked not really expecting him to have an answer. Surprisingly he did.

“Weren't you doing something with the elements down in the basement last night?”

Twilight looked at him confused. She hadn't been in the basement at all. “I was?”

“I saw you take them down there late last night,” Spike told her seeming surprised she would forget.

This didn't make sense. She hadn't even been up late; she'd gone to bed early. But then a possible explanation occurred to her; one that made her feel slightly ill. “Oh... right...” She said, not wanting Spike to worry, then headed down into the basement, hoping she was wrong.

What she found left her trembling. Scattered around the room were several books, some about the history of Equestria, but a few were texts on powerful magic, and among them was the reference guide to the Elements of Harmony.

In the center of the floor was a large circle and five pointed star drawn with a dark red substance that she didn't think she wanted to know what it was. At each of the points of the star was one of the Elements of Harmony, and in the center was her own Element of Magic. There was only one pony who could have done this, that could have taken the Elements from their case.

Reaching her thoughts to Midnight's consciousness she forced a contact between them. 'Midnight, what is this!?' Twilight demanded angrily forcing her to see what she was looking at.

I was doing a few experiments last night with your Elements of Harmony, Midnight answered calmly, not seeming to notice or care how angry Twilight was.

In an instant Twilight took hold of Midnight's consciousness and dragged her into the Astral plane so they could talk face to face. “You took control of my body!?” She demanded realizing that was the only explanation.

“Yes, it was actually quite easy.”

Twilight glared at her. “And just what were you doing!?”

“I was seeing if I could use the Elements to give me a body of my own,” Midnight replied calm as ever.

That was a possibility Twilight hadn't even considered. But now that she thought of it, the elements were powerful artifacts, they might just be able to give Midnight a body, but still... “Midnight! I told you I would try to find a way to recreate your body for you! If you had an idea of how to do it why didn't you just tell me!? I would have gladly looked into it! Why did you go behind my back like this!?”

She cocked her head to one side. “I didn't think you'd like what I want.”

Twilight frowned. “What do you mean?”

For the first time since they'd met Midnight began to smile, but it wasn't a smile of happiness. The smile that began to touch her lips was one of contempt and arrogance. “You see, I don't want my old body back... I want an alicorn body. An immortal body.”

Twilight began to feel uneasy. The way Midnight was looking at her, it made her think of a predator that had outwitted their prey. “Why?” She asked.

“Because, Sparkles, I want to rule this world forever.”

“What!?” Twilight gasped unable to believe what she'd just heard.

“I intend on ruling this world, just as I ruled my own.” She sneered. “There's something I didn't tell you about my world. When I defeated Discord and Nightmare Moon, I took their place. And under my rule the land knew even greater suffering than it had ever known before.”

Twilight couldn't help taking a step back in fear. This just couldn't be... after all she'd suffered why would she want to cause more suffering?

She laughed at Twilight's disbelief. “You're such a pathetic fool! You assumed that being another version of you that I would share your ideals, your love of Harmony. But I am Midnight Star! In my world ponies trembled at the very sound of my name! It makes me sick to think that there are versions of me so weak as you.

“You should have the same potential as me and yet you're blind to your own power. Nightmare Moon should have been nothing to you! Discord a minor annoyance! Yet both would have defeated you easily without the help of your friends and your precious Elements of Harmony!”

She smiled again then. “I do have to thank you though for bringing me here. This world does have so much more potential. The ponies here have known nothing but peace and Harmony for so long that their shock alone as that peace is shattered will be exquisite.”

“You can't...”

“And who's going to stop me!? You?” She laughed manically. “Discord and Nightmare Moon together couldn't stand up to my power! Sombra died in agony when he dared challenge me.”

Twilight clenched her jaw glaring at her through the tears that had come to her eyes. How could Midnight be like this? She'd wanted to help her, but now it was clear Midnight didn't want to be helped. And Twilight couldn't let her threaten her Equestria. “You don't have a body! I'll just send you back where you came from!”

She laughed again, cocking her head at an odd angle. “You don't even know how!”

“I'll figure it out!”

She just sneered. “I realized something last night while I was conducting my experiments. You see, I may not have been able to get the Elements to work, but I don't need the Elements to create an alicorn body for me anymore. They've already provided me with one.” She said and a wicked smile spread across her lips. “Yours.”

Twilight's eyes widened and she barely reacted in time as Midnight attacked her mentally, bringing all the power of her magic and mind to bear at once. Twilight retreated back into her body as Midnight's power battered at her soul, trying to wrest control from her. Her power was astounding. Twilight felt like a tiny sapling trying to stand up to a hurricane, and for the first time she felt the true nature of Midnight's soul. It was chaos. Her soul was a raging storm of hatred, pain and bitterness the likes of which Twilight couldn't even have imagined until that moment.

She couldn't hold out against such power, not for long. Fortunately she knew some spells to defend against such mental attacks. After the incident with the changeling queen at her brother's wedding, Celestia had deemed it prudent to make sure that all unicorn's in important positions be given some basic training in mental defense.

Calling on her magic, Twilight desperately cast one of the spells. One that would shield her mind and act as a barrier separating her from Midnight's consciousness. Instantly she felt the attack cease as the spell locked Midnight away from her mind. Midnight wasn't about to give up however. She attacked the Barrier with full force sending a tremor through the spell, but it held, for now.

It couldn't hold her forever though, Twilight had to find another way, a way to remove Midnight from her permanently before the barrier gave out.

Author's Note

Minor revisions as of 9/25/2014

Chapter 4: Losing Control

Midnight Star
By Nebula Star

Chapter 4: Losing Control
***

Trembling, Twilight opened her eyes. She'd collapsed on the floor when Midnight had attacked her. Her legs still felt weak, and her wings were lying limply on the floor by her sides. Taking a few shuddering breaths she waited for a little of her strength to return before she finally pushed herself up off of the floor, getting to her hooves. Even then though, her legs felt like rubber as she struggled up the stairs.

She had to find a way to remove Midnight from her mind. Unfortunately, Ponyville's little library wouldn't have any information on removing such invasive spirits that she hadn't already learned. She needed materials from the royal library in Canterlot on more advanced techniques.

Even once she removed Midnight's soul however would that be enough? As powerful as Midnight was, Twilight dreaded what she could do, wandering Equestria as a vengeful spirit. She'd have to make sure that Midnight couldn't ever hurt anypony. She'd have to banish her, and not just from Equestria. No, it would have to be a banishment spell like the one Celestia had used to lock Nightmare Moon away for a thousand year. Spells like that would also only be found in the Royal library.

She hated the idea of banishing anypony like that, but she couldn't let Midnight hurt anypony. She had to act for the good of Equestria, and she'd have to act fast. She could feel Midnight bashing at the barrier with her power, at most she had a few days, probably less.

It would be quickest for her to fly to Canterlot herself to do the research, but her lack of sleep as well as being attacked had left her exhausted. She doubted she could make the flight. She also didn't dare let herself be distracted, if Midnight broke through she'd be hard pressed to defend herself as it was.

She'd have to request the materials be brought to her... But if Celestia suspected she were in trouble, she might come herself, and then she'd have to explain about Midnight. Explain that she'd accidentally brought her here, likely killing her in her own world. More importantly, if she did lose control, then Celestia would be flying directly into Midnight's hooves. The princess of the sun was powerful, but even she had been bested by Nightmare Moon at the summer sun celebration. If what Midnight had said was true, and after feeling her power Twilight believed it was, then even Celestia wouldn't stand a chance against Midnight.

She needed the materials quickly, but she didn't want Celestia coming herself to investigate...

Finally reaching the main floor of the Library she went to the writing desk and sat down, getting out a quill, ink, and paper. Then taking a slow breath to steady herself, she began to write.

Dear Princess Celestia,

I'm writing to request more research materials, I'm afraid. It occurred to me recently that the mental defense spells you taught me after the incident with the changeling queen would be insufficient against a truly powerful invasive spirit, and I wanted to know if there were more advanced techniques for defending against and possibly removing such a spirit. Also, could you then banish the spirit with a spell to prevent it from harming somepony else or would you have to deal with it in some other way?

Obviously the Ponyville library doesn't have any information on these techniques that I'm assuming are quite advanced magic, so I'd like to request some books and/or scrolls on the subjects of removing invasive spirits as well as banishing such spirits from the Royal Library. Hoping you and Luna are well.

Sincerely,
Princess Twilight Sparkle

It would have to do... Celestia usually sent any materials she requested from the library the very next day and they'd arrive usually by that night. Hopefully that would be the case this time as well. And hopefully it would be soon enough. Rolling the letter into a scroll and sealing it, she called Spike to have him send it.

~~~

By the following evening she wasn't sure it would be enough. Midnight's attacks on her barrier were relentless and Twilight hadn't dared sleep. She was exhausted beyond belief and at her wit's end. She was just lying on a pillow in the library, trying to stay calm.

She'd managed to keep Spike from suspecting anything was wrong with her except for lack of sleep. There was nothing he could do to help after all, and she didn't want him to worry. She was beginning to worry the Princess hadn't sent the materials right away like she usually did. Twilight didn't think her mental barrier would hold for another day. Nor did she think she could go without sleep for that long.

Finally though there was a knock on the door; “Special delivery.”

Trying to compose herself, Twilight got up and went to answer it. As usual the delivery pony bowed when she opened the door. “Package for you Princess.”

“I've told you, you don't need to bow when just delivering a package! I'd rather everypony just treat me normally except at formal events,” Twilight almost yelled. Midnight's constant attacks on her barrier had given her a headache in addition to everything else and her nerves were already thin.

“My apologies, princess.”

She just shook her head. “Forget it... just, give me that.” She took the package in her magic, levitating it in the air next to her. “And let me sign for it...”

He levitated his clipboard and quill to her with his own magic and she took the quill and started to sign. Just then though Midnight attacked her barrier again and Twilight felt it give slightly.

In a panic she rushed signing and then dashed back inside; she had to hurry. But not wanting to be disturbed she took the package down into the basement and opened it. There was a letter from Celestia again but for the first time, she didn't even bother to open it. She was running out of time. Whatever Celestia had to say, she had at least sent the books Twilight had asked for.

Taking the first book out of the package she opened it and began to read. It was about Banishment spells. There were several different kinds that would work on different types of creatures or ponies. According to the book, the only ones that could work on Alicorns or powerful Unicorns were banishment spells that bound their soul to a celestial body, such as the sun, moon or stars or into an alternate plane of existence such as the astral plane. Assuming the spells would also work on disembodied spirits, she turned to the chapter on such banishment spells and studied both the banishment spells as well as the reversal spells. They were complex, but didn't require much energy.

As she read she felt several more attacks on her barrier spell, and each time it gave way a little more. She had to focus though and she tried not to think about the impending attack. Even so, she had to re-read a few passages multiple times to make sure she understood them properly.

Once she was confident she understood the banishment spell, she went on to the next book. This one was on advanced mental defense. She opened it and skimmed through the chapters but soon tossed it aside angry at the waste of her precious time. The book was all about defending against attacks from an outside source and had nothing about removing an invasive spirit.

Another attack on her barrier that she actually heard as a faint boom spurred her on to the next book. This one looked more promising. She started skimming over the chapters looking for one focused on removing invasive spirits.

Boom.

Panic began to set in as she found the chapter she needed. Quickly as her magic would allow she turned to the page.

Boom!

Containing spells. preventative spells.

Boom!

Removing powerful spirits! She quickly began to read.

BOOM!

She skipped ahead to the spell itself, forget the theory behind it.

BOOM!

Twilight had just read the last part of the description of the spell when her barrier shattered. Desperately she tried to cast it but it was already too late. Midnight attacked her with her full strength and Twilight couldn't concentrate enough to cast the complex spell.

She collapsed to the floor putting her hooves over her head as she screamed from the pain of Midnight's onslaught. She couldn't hold on; Midnight would take control, and then she'd use her body to destroy Equestria... She should have warned the princesses, should have asked them for help. In anguish Twilight screamed.

“Twilight?”

Twilight's eyes shot open, Spike! The baby dragon had heard her screams and was coming down the stairs. Perhaps she could still warn the Princesses. “SPIKE! Send; Letter to Princess!” Twilight shouted up to him between gasping breaths.

Realizing something was terribly wrong, Spike didn't argue or question why, he just ran back upstairs and got paper and a quill bringing them back downstairs. “Twilight, what's happening?” He asked panicked seeing how much pain Twilight was in.

“Letter.” Twilight gasped closing her eyes, trying desperately to resist just a few seconds more.

“What do you want it to say?”

Twilight clenched her teeth, she was slipping... “Help me!” She gasped and Spike's eyes widened. He quickly wrote the two words and rolled up the letter preparing to send it.

It was too late. Twilight's eyes opened again, but it wasn't her that opened them. The next instant she lunged at Spike, knocking the letter out of his claw and then batting him across the room with her wing. Twilight watched as if she were a spectator inside her own body unable to stop it. Midnight had control now.

Stretching her wings and cracking her neck, Midnight stepped over to the scroll she'd knocked away from Spike. “Ah, good old flesh and bone.” She said softly, then grinned. “You should take better care of yourself, Sparkles, you're exhausted,” she taunted and then burned the letter.

Twilight tried to fight back; to take back control, but she couldn't seem to do anything. It was as if she were bound in place, unable to move; unable to even use spells. Midnight had bound her somehow in a way that allowed her to still see and hear everything that was going on, but she couldn't do a thing about it. It was a mental barrier similar to the one she'd used to contain Midnight, but far stronger. She tried to push Midnight's power away from her own consciousness, but it was like trying to push a mountain. She was just too strong.

“What's going on!?” Spike asked clearly confused why Twilight had attacked him and now seemed to be talking to herself.

Midnight turned on him. “Now we can't have you running off and telling anypony something's wrong...” She said and her horn glowed.

Chains seemed to grow out of the basement wall, lunging at Spike like angry snakes. He barely had time for a startled shout before he was pinned to the wall, bound head to tail.

“Hey... what, Twilight!? Why are you doing this?”

Midnight just laughed, “As amusing as your questions are, I can't have you making noise and alerting anypony,” she said then her horn glowed again and a steal band appeared around Spike's mouth preventing him from speaking. He tried to yell in protest anyway but could only mumble.

“Perfect,” she said then thought for a moment. “Hmm, yes; better take care of that Owl of yours too.”

Let me go! Twilight shouted mentally.

“Now why would I do that?” She asked leaving Spike chained to the wall and heading up to the main floor of the library. Spike watched her go looking scared and confused. “You were going to try and banish me,” Midnight reminded her.

You're threatening Equestria! As a princess I'm sworn to defend this land and its ponies! You left me no choice! Midnight! Why!? Why do you want to make everypony suffer!? You could have started over here! I wanted to help you, you could have had a happy life!

She snorted, “Now why would I want something so dull as a simple happy life. No, I will rule this world, but before I take the throne, I'll need some rest. And then of course we need to take care of your punishment.”

Twilight felt her an icy chill run through her soul. What do you mean?

Midnight looked at her reflection in the window and spoke as if Twilight were the reflection. “You killed me in my own world, then tried to hold my soul imprisoned. And let's not forget that you intended to banish me.” She smiled wickedly. “Fortunately I know exactly how to punish you so that you'll learn your lesson.”

Twilight didn't like the sound of that. What are you going to do? she asked, afraid what the answer might be.

“Oh don't worry, you'll find out soon enough. Now where is that owl...”

~~~

What are you searching for? Twilight asked the next morning worried what Midnight was planning. After she'd caught Owlicious and locked him in a small cage with Spike in the basement, she'd gone to bed. Twilight had after all been up for two days. Being locked away from one's body did have some benefits. Twilight found she didn't seem to need sleep, and so had tried to break free several times during the night while Midnight was asleep. It was in vain however. Midnight's spell holding her was just too strong.

Now Midnight was going through the various history books in the library as well as any books she could find about the Royal Pony Sisters. She'd been at it most of the morning.

“You're memories have been quite helpful, It was very kind of you not to object when I was in contact with your mind. Unfortunately you didn't have the one piece of information that really concerns me. Just how strong is Celestia?”

If Twilight could have, she would have glared at her. You were going through my memories!?

“You are far to trusting,” she said simply. “In any case, I'm not really worried. It seems every time they've been faced with a crisis, the princesses turn to the Elements of Harmony to save them. And one thing your memories did make clear is that your precious elements are useless without you. I'm actually just killing time until I can carry out your punishment. Never hurts to know as much as you can about your enemies.”

But they don't have to be your enemies! Midnight, please stop this!

“All good things end, Sparkles,” she replied coldly, slamming shut the book she'd been skimming through. “It is time you accepted that cruel truth.”

Midnight!

“It's a lesson I intend to teach to this world, beginning with you!” She growled. “I do believe it's time.”

What are you going to do?

She laughed. “I told you, I intend to punish you. Now if I remember your schedule correctly, then it's time to meet Rainbow Dash for your weekly flight and we don't want to be late...”

Twilight suddenly felt a clenching feeling in her heart. Midnight had said she knew exactly how to punish her and now she realized what she had meant. Midnight was going after her friends.

Author's Note

Minor revisions as of 9/25/2014

Chapter 5: Broken Wings and Shattered Dreams

Midnight Star
By Nebula Star

Chapter 5: Broken Wings and Shattered Dreams
***

Midnight, please! Leave them out of this! Twilight screamed with her thoughts as Midnight flew toward where Twilight usually met Rainbow Dash for their flight. She was surprisingly adept at flying despite having never flown before. Something else she'd learned from her time in Twilight's head no doubt.

Midnight ignored her protests however.

Please... not my friends...

Rainbow was already at the meeting point, Twilight saw as they got close. Of all the days for her to be early. Twilight wanted to scream, to warn her, but it was no use. Midnight's magic holding her was just too strong.

“Hey, Twi! Haven't seen you in a couple days. I was a little worried you wouldn't show.” Rainbow said as Midnight landed on the cloud she was standing on.

“Yea, I've been hitting the books pretty hard the last couple days,” Midnight said mimicking Twilight's normal demeanor with surprising accuracy.

Rainbow grinned. “I hope you're not going total egg-head on me again. You know I won't allow it!”

Midnight actually laughed, surprising Twilight by how sincere it sounded. “Don't worry, Rainbow, I'm not giving up flying anytime soon.”

“Well good, now lets give those wings a workout!” Rainbow said and jumped up hovering in the air above the cloud.

“You want to fly out over the forest today?” Midnight asked pleasantly.

Rainbow just shrugged. “Sure. Try to keep up,” she said then zipped off. With a wicked grin, Midnight followed.

With Rainbow setting the pace, they were soon over the forest. Twilight had a pretty good idea why Midnight would ask to fly out over the forest; she didn't want witnesses. Midnight! Don't, please! Twilight almost whimpered.

Midnight wasn't going to stop however. “Lesson one,” she said softly and her horn glowed. Rainbow let out a yelp being yanked to a sudden stop by Midnight's magic, then before she could even realize what had happened she was flung downwards towards the forest below.

Her momentum was far too great and the forest too near. Rainbow crashed down through the treetops smashing through the branches to the forest floor.

No! Twilight cried fearing her friend was injured as Midnight followed through the whole Rainbow had just made in the forest canopy.

Rainbow was resilient and use to crash landings, but that didn't mean she could just shake off a crash like that. She was still lying on the forest floor, dazed as Midnight landed next to her. She didn't seem to be badly injured though.

Then Midnight stomped on her limply outstretched wing.

There was a sickening crack and Rainbow cried out in pain. She looked over her shoulder to see what had broken her wing. Her eyes fell on Midnight, but that wasn't who she saw. She saw her friend. “Twi!? What are you doing!?” She gasped, shocked that Twilight would intentionally injure her.

Midnight just slowly smiled wickedly as her horn began to glow. Then Rainbow's wing became enveloped in her magic as well. Rainbow's eyes widened in fear, but she couldn't get away; couldn't pull her already injured wing free. Another crack rang out and Rainbow screamed. Then another, and another. One by one Midnight shattered every bone in Rainbow's wing.

Rainbow screamed and cried, begging her to stop again and again, her words echoed by Twilight's thoughts as she also begged Midnight to stop. But Midnight didn't stop, and it was already too late. Despite having the resilience of a Pegasi, Rainbow would not recover from this. No amount of healing could repair the damage to her wing. With so many bones broken at once... Rainbow was going to be crippled.

Midnight didn't stop with just one wing though. As she dropped the first, bloody and oddly bent, and took up Rainbow's other wing, Rainbow looked back at the pony she believed was her friend with such a look of confusion and pain for this betrayal that Twilight broke down crying, trapped in her own mind. She tried not to watch, tried not to hear Rainbow's screams as Midnight began again. But Midnight wasn't about to let her turn away. She had no choice but to watch as Rainbow screamed again and again in agony. Finally it proved too much for the blue pegasus and mercifully she slipped into unconsciousness.

Midnight dropped her wing then. The damage was done; short of a miracle, Rainbow would never fly again. And worse, as far as she knew it was Twilight that had done this to her. Rainbow would blame her, and she'd be right. It was Twilight's fault; she'd brought Midnight to this world. It had been a mistake, but it was her fault all the same.

Twilight was crying; in the very depths of her soul, she cried. She knew all to well Rainbow's hopes and dreams, knew that they were as shattered as her wings.

“That's one,” Midnight said and took off again. Twilight had no doubt she would attack all of her closest friends.

With a scream Twilight threw all of her power at Midnight's barrier sending a tremor through the spell as in her grief she reached deeper into her magic than she ever had before. But it was no use, where her barrier had been like a loosely mortared brick wall, Midnight's was like solid steel. Midnight's magic strength was still much too far above her own. If she did have the same potential, if she had that strength within her, she didn't know how to reach it.

~~~

As Midnight flew it quickly became apparent where she was headed; Fluttershy's cottage.

Twilight bashed at the barrier holding her again and again, but it was still no use. Please! Not Fluttershy! She's too gentle, too sensitive! She begged.

“You won't learn your lesson if I don't teach it properly,” Midnight said coldly as Fluttershy's cottage came into view. Fluttershy herself was out in the yard feeding some of her animal friends and Midnight dove down toward her. Twilight wanted to look away believing Midnight was about to attack, but then she didn't. She landed near Fluttershy and skidded to a stop.

“Fluttershy! Come quickly, it's an emergency!” Midnight said acting slightly panicked.

“What's wrong!?” Fluttershy asked.

Midnight just shook her head. “No time, just follow me!” She said and took off again heading back over the forest.

“Oh, okay.” Twilight heard Fluttershy say and Midnight looked back to make sure she was following.

No... Twilight whimpered when both she and Midnight saw that she was.

Midnight led Fluttershy back into the forest, but she wasn't just going there just for lack of witnesses this time. It didn't take Twilight long to realized they were headed back to where Midnight had left Rainbow Dash. With Fluttershy following however it took longer to fly back as Midnight had to fly at a pace she could match.

When Rainbow did finally come into view though, Fluttershy's eyes widened in shock. “Oh my goodness, oh my goodness. Rainbow!” She cried flying forward with a sudden burst of speed. “Oh, what happened to you!” Tears were already coming to her eyes, seeing her oldest friend so injured. She landed at Ranbow's side and began gently shaking Rainbow trying to get her to wake as tears fell from her eyes. She was visibly trembling. She knew enough about first aid to know that Rainbow's wings were beyond repair. Twilight wanted to shed tears as well.

“Rainbow; Rainbow; please wake up,” Fluttershy whimpered. The entire time, Midnight just stood back and made Twilight watch her friend's suffering.

Finally Rainbow began to stir. Her ears twitched and a few moments later her eyes slowly opened. “Fluttershy?” Rainbow said softly seeing her.

“Rainbow! Don't worry we're here. You'll be alright.”

“We?” Rainbow asked softly and slowly looked looked around. Midnight smiled wickedly as Rainbow's eyes found her.

Despite her injuries, she panicked, trying to crawl away even with Fluttershy holding her. “GET AWAY FROM ME!” Rainbow screamed.

Fluttershy didn't understand. “Rainbow, what's wrong?” She asked glancing between her and Midnight. Why would Rainbow Dash be afraid of Twilight? “Rainbow, it's Twilight.”

“She did this to me!”

“What?” Fluttershy squeaked, unable to believe what she'd just heard. “But, Twilight would never...” Her words trailed off as she looked at Twilight and saw Midnight's wicked grin. “Twilight...?” The look of confusion in her eyes made Twilight want to scream, to tell her it wasn't her.

“What's the matter, Flutters? You should be happy, now there's finally a pegasus in Ponyville that's an even worse flier than you.”

“What...?” She squeaked unable to believe what she was hearing.

Midnight sneered. “It's pathetic really, I've only had my wings a year and I'm already a far better flier than you, and you've had your wings your whole life.”

Fluttershy wilted under the verbal attack whimpering as the insults she'd suffered as a filly were thrown back at her by someone who was supposed to be one of her closest friends. Midnight knew what she was doing; she knew that the verbal assault would be far more painful for the timid pegasus than any physical injury.

“You leave her alone!” Rainbow Dash shouted coming to Fluttershy's defense despite her own pain.

Midnight just snorted. "Letting Rainbow stand up for you again? When will you ever learn to fight your own battles?" She said coldly causing Fluttershy to whimper. “Whatever, I'm done with you two flightless pegasi!” She said and with that she took off, leaving Fluttershy and Rainbow Dash to stare after her, confused as to why Twilight had turned against them.

Author's Note

Minor revisions as of 9/25/2014

Chapter 6: Stolen Happiness

Midnight Star
By Nebula Star

Chapter 6: Stolen Happiness
***

STOP THIS! Twilight screamed bashing at the barrier again and again, not caring that her attacks didn't seem to have any effect. STOP! No more!

Midnight was soaring over Ponyville, searching. She didn't even seem to notice Twilight's cries.

Then she spotted a familiar pink earth pony bouncing along one of the streets below, and Midnight smiled. “Did you know that a pony's behavior, their mood can be altered by an imbalance of chemicals in their brain?” She asked Twilight as she turned toward where Pinkie was bouncing along. “I think you're friend Pinkie might be a little out of balance. Shale we fix that?”

NO! Twilight screamed but it was no use. Midnight glided down to land in Pinkie's path.

“Hey Twilight, what's up! Oh, it's you!” Pinkie chirped as Midnight landed in front of her.

“Hey, Pinkie. You want to help me try out a new spell?” Midnight asked, once again pretending to be Twilight.

“Sure! Oh, are you going to turn me into an orange, or maybe a cake!? Or maybe a tree!? If it's a tree though, you better try it on Fluttershy first.”

Midnight smiled. “No this is a bit more subtle spell,” she said. “You ready.”

“Yessiroonie!”

Midnight's horn glowed as she cast the spell. Though there was no apparent change to her physically, the effects of the spell were profound. Pinkie's mane and tail deflated hanging strait as her smile fell into a frown. The cheerfulness in her eyes faded and she sat down where she was looking down at the road and poking at the dirt with one hoof.

Midnight smiled satisfied. “Excellent. The spell worked perfectly,” she said.

“Oh... okay then,” Pinkie said softly then sighed heavily.

Twilight had only seen Pinkie in such a state once before, when she'd believed that all her friends didn't want to be her friends any more. Now the same kind of depression had set in, but without any reason. She was sad without any reason to be.

'Pinkie...' To take away Pinkie's cheerfulness was as bad as taking away Rainbow's ability to fly. It was a part of her and without it, she'd never be whole.

Without another word, Midnight took off again and this time turned toward the edge of town where the orchards of Sweet Apple Acres could be seen rolling over the hills. Applejack was Midnight's next target. Oddly though Midnight didn't fly to the farm house or even seem to be looking for Applejack she instead flew out to a hilltop where they could see just about all of the orchards as well as the barn and farm house.

“Applejack and her family work so hard to keep this farm running. I think it's about time they had a chance to rest.”

What are you going to do!? Twilight demanded.

In answer Midnight's horn glowed brightly as she began to cast a spell. This was no small spell however, the aura around Midnight's horn continued to glow brighter, sparks shooting out as she poured more and more magic energy into the spell that formed at her horn's tip. Finally she released it.

It was like an explosion of hurricane winds radiating outwards from her. Nearby trees were shattered by the force of the blast wave, while those further out were just uprooted but destroyed all the same. From the hill, Midnight made Twilight watch as the wave of destruction spread across the orchards. She saw it reach the farm house and to her horror, the house seemed to explode as the winds hit it. If anypony had been inside...

NO! What have you done! You could have killed somepony!

“Oh your right,” she said tauntingly. “We should go check on them shouldn't we.”

Twilight would have been in tears if she had her body as Midnight began trotting toward the destroyed farmhouse through the destruction. There didn't seem to be a single tree still standing and as they approached what was left of the farmhouse and barn, there didn't seem to be a single wall still standing either.

But then Twilight saw Applejack out in the yard near where the house had been, helping Granny Smith to her feet while Big Macintosh was digging himself out of the wreckage of the barn. She didn't see Apple Bloom however. She could only hope that the young filly had been off with her friends.

Midnight on the other hoof did not seem pleased to see that nopony was hurt.

Applejack saw Midnight approaching from the ruined orchards then and came running over. “Twi! Any idea what in tarnation just happened?” She asked as she reached her.

Midnight smirked. “I decided I don't like apples.”

Applejack looked taken back as she realized that who she believed to be Twilight was claiming responsibility for the destruction of her home and farm. She furrowed her brow. “Well Ah'm sorry to hear that, Twi, but that's no reason to go destroying my family's home and livelihood. If you didn't want to be friends no more, then you could have just said so,” Applejack said clearly angry. “Now, Princess or not, Ah'm goin' to have to ask you to leave,” she said and turned her back on Midnight.

Midnight was not satisfied however. “So destroying your possessions isn't enough for you...”

You've done enough! Midnight stop this! But midnight seemed determined that every one of Twilight's friends should suffer.

“Applejack!?” Twilight was relieved to hear Apple Bloom's voice as she Sweetie Belle and Scootaloo came running up the path that led to Ponyville. “What happened?” She asked having seen the destruction.

“Apple Bloom! Thank goodness ya'll are alright.” Applejack said running over to her sister.

“Ah, of course, nothing's more important to you than your family, isn't that right, Applejack?” Midnight said as she stepped toward them.

“I thought I told you to leave!” Applejack said angrily looking over her shoulder at her.

Midnight smiled wickedly. “But I'm not finished yet,” She said then her horn glowed and a beam shot out hitting Apple Bloom square in the chest. Apple bloom barely had time to look surprised before the spell hit her and that expression was locked on her face as her body turned to stone.

No, she's just a filly! Twilight cried but her thoughts were almost drowned out. Seeing their friend become a living statue, Sweetie Belle and Scootaloo did exactly as they'd done when they'd seen a cockatrice turn Twilight and a chicken into stone. They ran around, back and forth screaming at the top of their lungs.

Applejack on the other hoof spun to face Twilight. “You change her back!” She yelled, angrier than Twilight had ever seen her before and running right up into Midnight's face aggressively. Flaring her wings, Midnight cast a spell, knocking Applejack away as easily as batting away a fly.

Seeing Applejack's reaction to her sister though, Midnight was much more satisfied. Turning she cast the spell twice more and soon Granny Smith and Big Macintosh joined Apple Bloom as lawn statues.

“CHANGE THEM BACK!” Applejack shouted tears coming to her eyes while Sweetie Belle and Scootaloo continued to run around screaming.

“Yes, that's a much better reaction.” Midnight said smiling as she took perverse pleasure from the pain in Applejack's eyes. “Just one left, and I think I know just what to do.”

Her horn glowed and suddenly Sweetie Belle's screams intensified as she felt herself lifted into the air by a levitation spell. Then, with Sweetie Belle captive in her magic, Midnight took off again leaving Applejack shouting protests after her.

Sweetie Belle continued to scream in terror as they flew high in the air back towards Ponyville. Eventually though her screaming gave way to sobs. “Twilight,” her voice squeaked; “why are you doing this?” Midnight didn't answer her and despite how much Twilight wanted to, she couldn't answer either.

Twilight knew where they were going, only one of her closest friends was left and that was clearly the reason Midnight had captured Sweetie Belle.

Midnight was unerring in her flight path and Rarity's Carousel Boutique soon came into view. Sweetie Belle had been reduced to soft sobs as they glided down to the front door. Midnight didn't bother knocking or even unlatching to door. With a spell she bashed the door in and went strait into the front room, Sweetie Bell floating right behind her continuing to cry.

“What is all that racket?” Rarity said coming out from the back room. She stopped dead when she saw them though, her eyes widening at what she saw. Twilight was standing there horn glowing with an evil grin as she held her younger sister crying in a levitation spell.

“Twilight!? What... Sweetie Belle!” Here eyes darted between them.

“Rarity!” Sweetie Belle cried seeing her sister, but Midnight kept her trapped in her levitation spell. Rarity looked between them for several seconds seeming dumbfounded by what she was seeing. Finally though she gave Midnight a stern look.

“Twilight, darling, I demand you put my sister down at once.” Rarity said, her normal proper self.

Midnight just smirked. “Now why would I ever take orders from you? A common unicorn?” The stunned expression on Rarity's face for being insulted on top of everything else seemed to satisfy Midnight and she smiled. “Tell me, Rarity; just how much do you care for your sister?” The threatening tone in her voice was unmistakable.

“Twilight, what?” Rarity gasped.

“How much do you care for your sister? Do you love her?”

“Of course I do!” Rarity exclaimed. “Now, you put her down!”

“Is there anything, anypony in this world you care for more than your precious Sweetie Belle?”

Rarity looked at her sister, seeing the frightened expression in the filly's eyes practically pleading for her big sister to save her. “Twilight, please,” she pleaded tears coming to her eyes as well. “What is this all about?”

“Answer the question.”

“NO! There's nothing more important to me than Sweetie Belle!” Rarity exclaimed. “Let her go!”

Midnight smiled wickedly. “And if she were to be taken away?”

Horror filled her eyes at the very idea. “No, please no!”

“Rarity!” Sweetie Belle cried reaching for her sister, tears running down her cheeks. Rarity reached one hoof for her as well.

“Say your goodbyes,” Midnight told them coldly.

“NO!” Rarity screamed and in a rare display of hostility, she leaped toward Midnight attempting to take Sweetie Belle with her own magic.

It was a trivial matter for Midnight to cancel out Rarity's magic and fling her across the room into a rack of some of her dresses.

“Rarity!” Sweetie Belle screamed. Midnight carried her over to where Rarity had fallen even as she began to recover. Rarity was in tears.

“Last chance,” Midnight warned. “Say goodbye.”

Rarity reached toward her sister. “Sweetie Belle,” she breathed. Her voice shuddering with the strain.

Stop! She's just a filly! Twilight screamed in her head, again pounding on the barrier with all the magical strength she could summon.

But Midnight wouldn't stop, Her horn glowed brighter and a second spell began to wrap around Sweetie Belle. She screamed struggling to break free as the magic began to envelope her and as it did she began to vanish, bit by bit. It was a banishment spell, one twilight had studied just before Midnight had taken control. One that would banish her into another realm similar to the Astral Plane but one of complete darkness.

Sweetie Belle screamed as the spell worked its way up her body. Then she reached for Rarity one last time. “Rarity!” She screamed as Rarity desperately reached for her as well. But it was too late. With one final flash, she was gone.

Rarity leaped at Midnight grabbing her with her fore-hooves and shaking her. “You bring her back!” She yelled, her normal proper demeanor all but forgotten. Midnight merely threw her across the room again. She landed in a heap near one wall and just laid there, crying.

Midnight didn't feel any sympathy for her. She looked down on Rarity with her wicked smile. “You're a unicorn; you have magic of your own. If you want your dear sister back, you'll just have to learn the spell yourself. Fortunately Sweetie Belle will not need food or water in the realm of darkness I've banished her to, and time passes slower there as well. So if you manage to save her within the year, she may even retain her sanity,” Midnight told her eliciting a sob from Rarity.

“How can you do this... how can you take my Sweetie Belle!?”

Midnight just continued to smile and turned away from her heading for the door. “The age of harmony is at an end.” Midnight said at last, then left the Boutique

Twilight was trembling in the depths of her soul as she heard Rarity's cries and a determination began to grow within her to find a way, to break free and to repair all the damage that Midnight had done. She just hoped she could manage it before it was too late. Before Midnight did something else that could never be undone.

Author's Note

Minor revisions as of 9/25/2014

Chapter 7: Rising Chaos

Midnight Star
By Nebula Star

Chapter 7: Rising Chaos
***

With a scream of anguish and more power than she'd ever wielded before, Twilight attacked the Barrier once more, slamming all she had against the spell sending a powerful tremor through it.

“Oh, there you go. You may actually have the potential after all,” Midnight taunted her, clearly not worried. Her attack had left no lasting damage to the barrier spell.

Twilight broke down then crying deep in her soul. Why... Why are you doing this!? Why do you want others to suffer? She asked softly.

“Do I need a reason?” Midnight asked and finally Twilight realized the undeniable truth, the truth that she should have seen from the very beginning.

You're insane... She gasped.

Midnight cocked her head oddly to one side. “Insane you say? Well I may be at that...” She said calmly. “But I have embraced the Madness within.” And with that she opened her wings and raised her head, tilting it back as she unleashed the power of the chaos within her soul on the world around her.

The ground suddenly cracked, spreading out from her feet in a great spiderweb of fissures, fissures that then began to open up, the land breaking into fragments as emerald flames began to pour out from the fissures. This wasn't the playful, almost comical chaos Discord was known for. This was destructive, terrifying chaos, as if the world itself were being torn apart.

Twilight looked on in horror as part of Ponyville began to break apart under the influence of Midnight's dark power.

“It's time for harmony to die,” Midnight said softly, then she took off again quickly climbing to a good altitude before leveling off toward her destination. As she flew the ground beneath her continued to break up, a wake of destruction caused by the unleashed chaos of her tortured soul.

Twilight didn't see this though, Midnight kept her gaze forward and Twilight was far too concerned with Midnight's destination. It was clear what she had planned now that she'd taken her revenge on Twilight; for straight ahead, perched on the side of the mountains and lit by the evening sun, was the capitol city: Canterlot. Midnight had just declared war on the Princesses.

~~~

“It's nice to be back in Canterlot, if only for a few days,” Princess Cadence said with a content sigh from the balcony making Shining Armor look over at his wife and smile. They rarely were able to both get away from the Crystal Empire together and even this trip was partially on Crystal empire business, but that wasn't stopping them from enjoying a little extra time alone.

Shinning went out to join Cadence on the balcony. “I'm just glad we managed to get some time to ourselves,” he said with a smile. He couldn't help smiling every time he looked at her. Even after almost two years he could still hardly believe she had married him. Especially after he'd let himself be brainwashed by the Changeling Queen.

He was still kicking himself over that. Of all ponies, he should have been able to see something was wrong with Cadence long before the Changeling Queen had completely brainwashed him, just as Twilight had. He smiled thinking of how his little sister had risked so much knowing something was wrong with Cadence, even if she hadn't known what. She'd just known that something was wrong and had done what she could to protect him.

Cadence smiled looking out over the city. Celestia was just setting the sun, and soon Luna would raise the moon. Another day coming to an end. “It's nice being able to watch the sunset without being blinded by the glare of the crystal homes,” she said with a grin.

Shining laughed. “That's true. It's too bad we can't stay another couple days,” he said stepping up next to her. She grinned and put her wing across his back.

“Yeah, I wish we could too,” she said leaning against him. “But at least we have one more day before we need to get back.”

They stood together for a few moments more as the sun slipped beneath the horizon. Then the moon began to rise as Luna began another beautiful night.

After the rough start at their wedding, the return of the crystal empire, and then the Equestria Games, their first year together had been quite eventful. Luckily Twilight's coronation had marked the start of a calm time in Equestria and the Crystal Empire. Thanks to that, in the past year they'd been able to spend more time together and they'd made good use of it. Even so, they never could get enough time together.

Shining smiled looking at his beautiful wife, at least they had one more day here in Canterlot.

“Is that a fire?” Cadence said suddenly, looking concerned.

Shining looked out past the city lights to where Cadence was looking. It did indeed look like a fire, and not a small one either. “Looks like it.”

“That's the direction of Ponyville isn't it? I hope Twilight and her friends are safe.”

Shining nodded in agreement, though with how powerful his sister had become in recent years, he doubted a wildfire would be able to harm her or anypony she cared about. “I'm sure she's fine, looks like it's mostly to this side from Ponyville though.”

“I wonder if Princess Celestia knows. I didn't see any smoke before the sun went down,” Cadence said. “Maybe we should make sure.”

Reluctantly Shining nodded, not wanting to interrupt their night together but knowing it was the right thing to do. “Yeah, we probably should make sure she knows. Celestia's probably still in the throne room, she's usually up an hour or two more after sunset.” Having been captain of the royal guard, he remembered well the Princess's routine. They could make a quick gallop down to the throne room, make sure Celestia or Luna knew about the fires and be back within a half hour.

When they reached the hall that connected to the throne room though they turned the corner just in time to see the one purple alicorn they hadn't expected to be there galloping full speed toward the throne room.

“Hey Twily!” Shining called surprised but pleased to see her. She skidded to a stop and then looked over her shoulder at him. She was grinning.

~~~

“We saw fire's down near Ponyville, do you know what's going on?” Shining asked as Midnight turned back toward him.

'Well if it isn't dear big brother...' Midnight thought to Twilight.

DON'T YOU DARE! Twilight screamed with her thoughts, but it was already too late. Even as she screamed, Midnight's horn had begun to glow with a dark light and her eyes glowed green. This wasn't her normal magic. Suddenly a jagged shadow shot out from Midnight's feet, streaking across the floor toward Shining Armor who looked surprised. Then as the shadow reached him four black crystal spears suddenly erupted from the shadow, each piercing one of Shining's legs and lifting him high into the air. He cried out as much in surprise as in pain. He, Cadence, and Twilight all recognized those crystals. They were crystals of solidified fear and hatred. The trademark spell of King Sombra. Clearly Midnight had learned this spell from him before she'd killed him in her own world.

“Twilight! What are you doing!?” Cadence cried in confusion, seeing her sister-in-law use such a hated spell on her husband; Twilight's own brother.

Midnight wasn't done however. With a toss of her head she cast the spell again and this time far more Crystals erupted from the ground around Cadence, forming a dome over her and trapping her in a dark crystal prison. Twilight could only guess that she'd deduced from her memories that being trapped in such a crystal prison again would be a horrible experience for her sister-in-law.

“Cadence!” Shining cried, and his horn glowed.

Nothing happened. And after a moment the glow faded again. Midnight was somehow blocking his magic, and likely Cadence's as well. He looked down at Midnight with the same look of hurt confusion that Twilight had seen far too many times already.

“Twily... why?” Shining gasped.

Midnight moved closer to him and sat down looking up at him with her infuriating smile.

“I think I'll make you watch...” She said then cocked her head to the side. “Yes, you'll watch as I destroy everything I once held dear...”

His eyes widened hearing those words from his sister's mouth.

“What is going on out here?” A new voice demanded. A voice Twilight knew all to well and for once didn't want to hear.

No... Twilight whimpered. It was all Midnight needed to confirm who's voice it was.

“Celestia!” Midnight said turning toward the Sun Princess grinning in anticipation. “Perfect timing.”

Celestia was standing in the doorway of the throne room looking out at the scene in the hall with an expression of shock. Twilight had once thought that nothing would truly surprise the princess; it now seemed she was wrong. One thing would; the betrayal of her once most faithful student. “Twilight Sparkle, what is this? What have you done?”

Midnight grinned, “Oh this, you should see my 'friends.'”

Celestia's shock at that was profound, she immediately knew something was terribly wrong. “Twilight, what is this all about?” She demanded.

Midnight's chuckled softly under her breath. “You've ruled this land in the name of Harmony for far too long,” she said and as she did her horn glowed and a sword began to materialize in the air next to her. Darkened steel with only a hint of indigo, the jagged blade was covered in patterns of a threatening blood red. “It is time to let Chaos rule.”

Author's Note

Minor revisions as of 9/26/2014

Chapter 8: Fallen Sun

Midnight Star
By Nebula Star

Chapter 8: Fallen Sun
***

Celestia stood staring at her former student and fellow princess feeling as if she'd been stabbed in the heart. Twilight had threatened her, her and all of Equestria. Threatened to plunge the world into chaos. Twilight, who had come to understand friendship and harmony perhaps even better than Celestia herself. Something was terribly wrong.

“Twilight, what's wrong. You're not yourself.”

She just smirked. “You think so?” She said tauntingly. “You should raise your defenses, Princess, as meager as they may be.”

Celestia took a deep breath, bracing herself, knowing she may have to do something she would not enjoy. She just hoped she could do it if she were forced to. Horn glowing her own ivory blade materialized in the air next to her and she furrowed her brows. “I will fight you if I must, I will defend this land, but I beg you come to your senses. Realize who it is you're challenging, what you're doing.”

“Who I challenge!? You say that as if I should be scared!” Her laughter filled the hall, an insane cackle that Celestia had never thought to hear from Twilight. “Me, scared of you!? The princess who was helpless against Discord; who without the Elements of Harmony couldn't even match her own corrupted sister? I'm supposed to be frightened of you?”

A sinking feeling began in the pit of Celestia's stomach. Could she know? “I have guarded this Land for millennia, against many threats.”

“But none like me,” Twilight said, cocking her head oddly to one side again. “You must have known Celestia. You must have seen the signs.” She stepped closer, threateningly as Celestia felt the air around her begin to be saturated with magic, magic seeping from Twilight's body. More and more flooded the room, more than Celestia had ever thought possible. “You must have known my potential.”

Celestia stepped back; she'd known. From the first day she'd met the young filly Twilight and made her her private student; she'd known. This however... this was even greater than she'd ever imagined. “Twilight, what is this about!?” She demanded once more, desperately hoping she could reason with her, that she could snap Twilight out of this madness before she did something she'd regret.

“It is about the end of order.” Twilight said softly, the cold threat in her voice sending a chill down Celestia's spine. “The end of peace, and happiness. The end of Harmony.”

There was no reasoning with her. The madness in her words was clear. Celestia raised her sword and took up a defensive stance. She'd have to try to subdue Twilight until the young princess came back to her senses. Twilight's power was immense, but Celestia had millennia of experience to draw on. She hoped it would be enough.

Seeing she was preparing for a fight, Twilight began to laugh. At first it was soft as if she were laughing to herself, but it quickly grew in volume. Then she threw her head back and her insane laughter filled the hall. It went on and on and Celestia watched her heart aching. What had happened to her, what could have caused this madness.

Then still laughing she looked at Celestia again, murderous intent in her eyes. Celestia braced herself, preparing to fight.

There was a flash from her horn and she was gone. Teleportation, one of Twilight's many rare abilities. Celestia spotted her quickly sensing her magic and looked to the other end of the hall just in time to see her laughing as there was another flash and she vanished again.

Again and again she teleported appearing randomly throughout the hall; sometimes in the air others on the floor. Celestia couldn't keep track of her. Twilight's laughter seemed to be coming from everywhere at once. She couldn't even track Twilight's magic. It was just too chaotic. Unable to predict where the attack would come from she brought her sword close, so that she could counter quickly from any side... Even so she knew she was in trouble.

There was a flash behind her on her left side, she began to turn bringing her sword around as quickly as she could as she felt a terrifying magical aura all to close. A glint of dark, bluish steal and then agonizing pain shot through her horn.

Her magic lost to her, the sword she'd conjured shattered, releasing the energy that had been used to create it with a tremendous explosion. Celestia felt several shards tear into her body before vanishing completely as she was thrown halfway down the hall. Then pain filled her and she was left gasping for breath as red stains began to spread across her white coat and feathers.

~~~

Midnight smirked contemptuously as she lowered her sword and released her shield spell that had protected her, hearing the echo of the explosion as well as the clatter of Celestia's horn bouncing down the hall. “Too easy,” she said shaking her head. Twilight could hardly believe what she had seen. She'd known Midnight was powerful, suspected, even feared that she was more powerful than Celestia; but this... Celestia hadn't even stood a chance, the fight had lasted seconds.

Midnight stepped toward the fallen princess, her sword glinting dangerously.

No! STOP! Twilight panicked realizing that Midnight meant to finish her. She'd hurt all Twilight's friends but they were at least alive. Twilight began attacking the barrier again with all her strength, all her power. If she didn't stop Midnight... if Celestia were killed... Equestria would never be the same. The barrier trembled under the onslaught as her panic drove her to reach deeper and deeper into her power than ever before. Still it held, and Midnight was drawing closer and closer to her old mentor and close friend.

Celestia was just lying there gasping, trying to recover. None of her wounds looked serious, but the number of red splotches across her body were frightening and clearly painful none the less.

Then Midnight reached her and stepped on her side. Celestia started looking up at her with such a look of terror as Twilight had never seen on the princess before. Midnight smiled wickedly down at her, bringing her sword threateningly close to her neck.

“Twilight... please,” Celestia begged, clearly fearing for her life. “Don't do this. I know you don't want to. Please... This isn't you. Twilight...” Tears were in here eyes. She was afraid, but not just for herself. She was afraid for Twilight as well. She was crying for Twilight's sake, afraid her former student was about to do something she'd regret for the rest of eternity. Twilight wanted to cry as well, and attacked the barrier all the more. She had to stop this, had to break free, to take back control.

“Twilight, please stop, let me help you. Whatever's wrong...”

Midnight laughed, cutting her off. Then she leaned very close to Celestia her eyes dancing with amusement. “Sparkles isn't here right now,” she said cocking her head in her odd way. “I'm Midnight Star.” As she said it her appearance began to change, it was like a shadow fell across her. Her coat became a darker purple, her mane almost black with only a hint of indigo shine. The magenta stripes in her mane and tail became a blood red. The large center star of her cutie mark became pitch black with the smaller stars becoming a red matching the stripes in her mane and tail. Most intimidating though were her eyes which became a burning red, filled with hatred.

Celestia stared up at her in horror, realizing that this wasn't her former student at all, that she was somepony else entirely. There'd be no reasoning with her.

“This world will be mine,” Midnight said softly, raising her sword, preparing to strike; “and just like my own, it will be your weakness that doomed Equestria to its fate. All good things end! ... You're just a memory.”

Author's Note

Minor revisions as of 9/26/2014

Chapter 9: Last Stand

Midnight Star
By Nebula Star

Chapter 9: Last Stand
***

“SISTER!” Even as she screamed, Luna cast a spell knocking Twilight away from Celestia as she rushed forward through the hall. She'd arrived just in time. If she hadn't heard a commotion from the observation tower and come to investigate...

Her spell had been powerful, partially out of her desperation; and Twilight had been thrown all the way down the hall and into the throne room. But even as she watched Twilight began to pick herself up, apparently uninjured. Something was wrong though, her colors. It was as if a shadow had fallen over her. It reminded Luna of when... when she had had a darker coat. Had Twilight fallen as she had?

Luna had always been impressed with Twilight ever since she'd first met her as Nightmare Moon and then shortly after she'd been purified, back when Twilight had just been Celestia's student. She had shown such potential even then, and she'd understood immediately why Celestia had chosen to teach and guide the young Unicorn herself. Then in the few years since Twilight had proven herself time and again as being not only powerful, but pure-hearted as well.

Luna had had her doubts when Celestia had first told her of her plans to help Twilight become an Alicorn, and make her a Princess of Equestria. But then, during the Crystal Empire incident, she'd shown that she was willing to pay any price, make any sacrifice, even her own future, to protect others. After that Luna's doubts had been laid to rest and she'd agreed wholeheartedly to aid Celestia in her plans.

Now watching this shadowy version of Twilight stand, rolling her head to one side, madness dancing in her eyes; it seemed that that had been a mistake.

“If it isn't precious Luna,” the dark Twilight said, amusement thick in her voice.

Luna chanced a look back at Celestia. She was still laying on the floor but she had at least raised her head and was watching, breathing deeply. She didn't seem badly injured. But then Luna realized that something was missing. Nearly three quarters of Celestia's horn had been cut off. And without it... without it she wasn't much more than a pegasi, she'd stand no chance against another alicorn, or even a moderately talented unicorn.

“Tia! What is going on here? Why did Twilight attack you!?” Luna asked keeping on eye on Twilight though she seemed content to let them talk, standing there in the throne room watching them with a wicked grin.

“It's not her...” Celestia said, still breathing deeply.

“What?”

“She called herself Midnight Star.”

A different name... “Midnight star? … like Nightmare Moon?” Luna asked, the horrible memories of when she'd bore that name rising to the forefront of her mind.

Celestia shook her head. “I don't think so... Nightmare Moon, I could still sense you within her, as a part of her. I... I don't sense Twilight at all in her.”

Luna considered it a moment but decided it didn't matter. This Midnight Star, either as a corrupted version of Twilight or another being entirely, was a threat and her sister was in danger. Glancing past Celestia she saw Shining Armor suspended in the air by spears of black crystal as well as a dome of the same crystals that seemed to be imprisoning somepony else. And since Shining Armor was here...

Casting a quick spell she destroyed the crystals, both in the Prison as well as those suspending Shining Armor, catching him with a levitation spell to lower him gently to the ground. He collapsed in pain as soon as she released him from the injuries in his legs. She'd been right though, it was Cadence that had been under the crystal dome and as soon as Shining Armor collapsed she was by his side. “Shining!”

“Cadence!” Luna called. “Take Shining and Celestia with you and run! Go to Ponyville and find the Elements of Harmony!”

“Luna!” Celestia objected realizing what Luna planned.

“Tia, you're the only one who's ever used all the elements on her own before! Now go!

“But...!”

“TIA GO! You'll be no use here! I'll hold her off long enough for you to escape!”

An erruption of laughter made all eyes turn toward the Throne room once more. The pony Celestia had called Midnight Star had thrown her head back and was laughing as if she'd just heard the funniest joke ever told. “You! You think you can hold me?” She shook her head laughing. “You foal! Celestia didn't even last three seconds against me! And you think you could hold me long enough for them to escape!?”

Luna turned back toward her, horn glowing as two dark blue swords materialized to either side of her. She took a defensive stance, preparing to fight; ready to do whatever it would take to protect her sister. “Tia! Go, now!”

“No, you won't be going anywhere,” Midnight said. Beginning to laugh at the futility once more.

“You may have caught Celestia by surprise...”

Midnight's second explosion of laughter cut her off. “You have no idea, do you? No idea the power I possess!” She threw her head back again laughing once more and this time as she did the floor around her suddenly shattered, crack's spider-webbing across the throne room and up the walls. The stain glass windows along the throne room shattered as the room began to break apart, the pieces floating randomly, slowly twisting in the air. Even the piece of the floor on which Midnight stood was floating in the air as much of the castle was torn apart around her.

Luna stepped back nervously from this display of power.

“I didn't catch Celestia by surprise! I gave her plenty of time to prepare and defend herself!” Midnight shouted across the expanse of empty air that now separated her from Luna and the others. “You will fair no better princess of the night! We've fought before, you and I. I bested you easily, even when you had the powers of Nightmare Moon!” Her own sword materialized in the air next to her and she raised it in an aggressive stance. “No, nopony leaves here without my permission. Celestia has yet to pay for her crime of weakness and if you try to stop me then I will kill you as well!”

Raising her swords Luna prepared to fight, but if what she'd said was true; if this Midnight hadn't caught Celestia by surprise like she'd assumed, did she really stand a chance? Luna furrowed her brows in determination. She would, at the very least, try.

“As much as I like the change of décor, I'm afraid I can't allow that,” a new voice rang through the chaos the castle had become. A Voice Luna knew all too well.

“Discord!” Midnight said, still grinning. She looked unerringly at the remains of one of the stain glass windows. He was there, seemingly a part of the window that remained, but he didn't stay there for long. With a pop he vanished and reappeared next to Luna.

“I simply cannot allow you to hurt the Princesses,” Discord said stepping forward between them. “As order-loving as they may be, if they were to be killed it would most certainly upset my dear friend, Fluttershy. Besides, your particular brand of chaos isn't really my forte.”

Luna couldn't help but smile. She'd actually come to like Discord in the past year since Twilight and her friends had convinced him to use his powers for the good of Equestria. He could still get annoying at times, but now that he kept himself in check most of the time, Luna found the little pranks he pulled here and there rather amusing. And now here he was standing by her side, ready to protect her and her sister. True he had sworn to do so, but Luna didn't think that was why he was there.

With his help, however, they might stand a chance. At the very least they should be able to hold her long enough for Celestia and the others to escape.

“Celestia, Cadence! Go now, we'll hold her off!” Luna called over her shoulder to them. Celestia had finally picked herself up off the floor, though she seemed to be favoring her right foreleg.

“Luna, I'm not running away.”

“Tia don't argue!” Luna shouted taking a commanding tone with her older sister for probably the first time in her life. “You're no use here, but you may be the only one that could use the Elements! Now GO!”

Celestia, surprised to have Luna giving her an order reluctantly nodded seeing the wisdom in her words. Then with tears in her eyes she turned and limped away as quickly as she could. Cadence, levitating her husband, followed her.

Despite her threats earlier, Midnight didn't even try to stop them, she was too busy laughing to herself.

“So, what's the deal? When did little miss harmony join the chaos club? And why didn't I get an invite to the initiation?” Discord asked sounding truly offended about not being invited.

“Celestia said she called herself Midnight Star, I don't know much more than that,” Luna told him softly. “Whether or not she's really Twilight, I don't know and it doesn't matter; we have to at least hold her here and if possible, defeat her. Do you think your chaos magic is enough to cancel out hers?”

“Chaos doesn't cancel out chaos, my dear. You add chaos to chaos, you just get more chaos.” Discord joked.

“I mean can you fight her? We need to delay her as much as possible,” Luna growled not really in the mood just then for jokes.

“Sheesh, yes, alright. Don't get your tail in a twist. Celestia will have plenty of time to escape. I am quite proficient at wasting time.”

Luna snorted. “I hope so.”

“Now, what in Equestria do you find so amusing, red eyes? I do hate missing a joke.”

Midnight threw her head back laughing. “You have no idea the irony of this!”

“What Irony?” Luna asked more than willing to delay her further.

“That you, the very two that were responsible for the destruction of my world, now stand before me trying to stop me from destroying this one!” She laughed again cocking her head to one side. “But that's enough talking, you're only delaying the inevitable. I've defeated the two of you before, and I can do it again.” With that she raised her sword and Luna responded in kind. She didn't know if she stood a chance, but she wouldn't go down without a fight.

Author's Note

Minor revisions as of 9/26/2014

Chapter 10: Failing Hope

Midnight Star
By Nebula Star

Chapter 10: Failing Hope
***

The library was quiet, unnervingly so considering the number in the main room. Nopony talked though, none of them knew what to say. The five friends were all there. When they had realized that they had all been attacked by Twilight, they'd known something was wrong. So after getting nurse Redheart to do what she could for Rainbow's wings, the five friends had come to the library looking for answers.

It hadn't taken them long to locate Spike and Owlicious in the basement. Spike hadn't been able to tell them much though; all he really knew was that something had happened to Twilight just before she started acting strange. He'd told them she had been in pain as if something were attacking her, and that she'd then told him to write a letter to Princess Celestia, a cry for help. But that she'd then changed, stopped him before he could send letter, and chained him up.

It wasn't much to go on, but after hearing it the five friends were holding onto some small hope that something had happened to Twilight. That somehow it hadn't really been their friend that had attacked them. It wasn't much... but it helped, a little.

Applejack was now pacing back and forth by the front door and was by far the most lively of the bunch, if pacing in silence with her head down could be considered lively. Most the rest of them were lying around the room, unsure what to do now. They'd found the elements of harmony when they'd found Spike; they were now lying in the center of the floor between them all, but that was little comfort.

There was one addition to the group however; a pegasus filly. Despite being worried about her friends, Scootaloo was doing everything she could to help her idol: Rainbow Dash. But Rainbow was too hurt to be comforted, even by the filly she had taken in as a little sister. She just laid there, her wings bandaged, splinted, and bound to her sides. Nurse Redheart had done what she could for her, but in the end she'd confirmed what Rainbow had already known.

Her wings would never heal enough for her to fly again. She'd never soar above the clouds again, never be able to live in Cloudsdale again, never perform a sonic rainboom again, and she'd never be a Wonderbolt. She closed her eyes, trying to stop the tears. It was no use though. She felt Scootaloo lean her head against her shoulder, trying to comfort her.

She and Scootaloo had come to be almost like true sisters in the year and a half since the camping trip where Rainbow had saved her in the middle of the night, and it was hard on Scootaloo seeing her like this. Rainbow leaned a little into the filly to let her know the comfort was appreciated even if it wasn't enough to offset the terrible pain of her loss.

Rainbow couldn't help but think she'd been hurt the worst of all her friends. What Twilight had done to the rest of them could at least be undone, or repaired in time... Only she had been done permanent harm. Only she had had her dreams taken away forever.

It was late now, after midnight in fact, but nopony was sleeping, not after what they'd been through, and especially with what was going on outside.

Half of Ponyville was breaking apart it seemed, great fissures opening up and emerald flames erupting from the depths. It hadn't gotten worse in the past few hours, but it didn't seem to be stopping either. Ever so often Applejack would pause to look out the window as she paced back and forth. Most the time she'd just look out for a few seconds then sigh and continue pacing.

It had been Twilight that had caused the destruction as well. Rarity had seen it start. She'd said it was as if Twilight's very presence had caused the world to quake and crack, breaking apart around her. What could have happened to Twilight? What could possibly make her turn against them? What had given her such horrible power? Or had it even been her at all?

None of them had any answers.

Applejack paused at the window again. But unlike all the times before, after a quick look, she stepped closer looking out as if something had caught her eye.

“Girls, heads up, looks like we have incoming.” Applejack told them and they all looked up.

“Who is it?” Rarity asked, her own eyes red from crying.

“Not sure, I think one might be Princess Celestia. But it's hard to tell in the dark and all.”

The five friends all looked at each other, then getting to their feet they hurried outside. Scootaloo followed right by Rainbow's side. The sky seemed unnaturally dark due to the light of the smokeless emerald flames below. So the white coat and feathers of the approaching Princess made her easy to spot. She wasn't alone however, there were two other figures with her that they soon recognized as Cadence and Shining Armor who was being carried by a levitation spell. The five friends felt a flicker of hope as they saw recognized the two princesses approaching. Hope that faded again when they saw the condition Celestia was in.

Dark red splotches marred her usually pristine white coat and feathers across much of her forelegs chest and left side, worst of all though was her horn that had been sliced off leaving a stump barely a quarter its original length. As she landed, she stumbled slightly and limped a few steps toward them.

Cadence on the other hoof seemed uninjured, but continued to levitate her husband. It was clear by the blood dripping from his hooves why.

Rainbow stepped forward seeing them. “Did Twilight do this to you too?” She asked, it was clear though that she already knew the answer.

Celestia looked up at her sadly seeing her injuries as well, but then shook her head. “It wasn't Twilight.”

“She attacked all of us!” Rainbow objected. “Twilight attacked us!”

“I know, but it wasn't Twilight,” Celestia explained with a comforting tone in her voice. “When she attacked me, she called herself Midnight Star and her appearance changed. I have an idea what might have happened, but first, do you know where the Element's of Harmony are?”

“They're inside.”

“That's a small mercy,” Celestia said with a relieved and tired sigh. “Let's go inside, Shining Armor's injuries need to be tended to. Then we'll see if we can figure out what's going on.”

~~~

Once Shining Armor injuries were tended, Fluttershy insisted on tending to Celestia's injuries as well. Though there was little she could do for Celestia's horn. It would grow back in time, but nothing could speed up the process.

While her wounds were being tended. Celestia told them everything that had happened at the castle including how Luna and Discord had stayed behind in order to hold Midnight off, to make sure Celestia and the others had time to escape.

“So who is this Midnight Star then?” Rainbow asked. In truth she was glad to have someone other than Twilight to blame, but it didn't ease the pain of what she'd lost.

“I'm not sure who she is or where she came from, but I have an idea of just what she is.” Celestia told them. “But first, Spike, before all of this started did you notice anything strange about Twilight?”

“Um, well, she wasn't sleeping. She stayed up the entire night.”

“Anything else?”

Spike shook his head. “She was tired, but otherwise seemed fine, up until everything went crazy.”

Celestia nodded. “Alright, what happened then?”

“Well, then she got that package you sent her from the Royal Library. She took it down into the basement to study. I thought that was kind of strange; she hardly ever goes down there. She'd been down there about an hour or so when I heard her scream. I went down to see what was going on and she was lying on the floor, holding her head. She looked like she was in pain, like something was attacking her but there wasn't anything.

“Then she told me to write you a letter that just said 'Help me.' I was about to send it when she changed and stopped me. Then she chained me to the wall.” He sniffed, tears coming to his eyes. “She was acting really strange then, talking to herself. A little bit later she locked Owlicious in a cage, then she left us both down there.”

Celestia nodded in thanks. “Alright, what you said aligns with my theory. The package Twilight received from me had been a very odd request. She'd requested materials concerning methods of removing Invasive spirits as well as banishment spells. Twilight hadn't told me why at the time, but I trusted her and sent the materials from the library. From the sound of things, I think the reason was because she had been attacked by such a spirit and was trying to deal with it on her own. For whatever reason, she didn't want me to know about it. But it seems the spirit proved too much for her and managed to take control.”

“So Twilight was possessed when she attacked all of us?” Rarity asked, a hopeful note in her voice.

Celestia nodded. “I'm afraid so.”

“But who the hay is this Midnight Star?” Applejack asked.

“That I don't know... she mentioned another world...” Celestia shook her head. “But whoever she is, Twilight is under her control.”

“So we need to somehow separate Twilight from this Midnight star then?” Cadence asked looking worried.

“If we can,” Celestia said without much hope.

“Princess, couldn't you wield the Elements?” Rainbow asked. “You've wielded them all before right? When you first banished Nightmare Moon?”

Celestia winced at the memory. “No... I can't, not this time. It wouldn't be enough.”

“Why ever not?” Rarity asked.

“Because whoever this Midnight Star is, she's in possession of the most powerful alicorn in Equestria!” Celestia told them, her hope failing.

Everypony in the room stared at her for several moments in stunned silence. It was Rainbow that first broke it. “Twilight!? The most powerful Alicorn!?”

Celestia stood then and turned toward the window, looking out at the destruction. “Ever since the day I first met Twilight, I've known that she had the potential to surpass even me in magical strength, even when she was just a unicorn.” She told them softly. “That's why I took her in as my student. I knew that with power like that, I had to make sure that she grew into a pony that would never abuse her power. So I took her in, taught her, guided her. I even looked after her family to make sure nothing would make her want to misuse her power.

“Twilight doesn't know it, but since she became an alicorn she has already surpassed me in her magic's strength. She doesn't know as much about magic as me, but in sheer power she is unmatched. Her talent is after all in magic itself, whereas Luna's and my talents lie in leadership and bringing about day and night. It's only natural that her magic be more powerful.”

“But, so what if she's as powerful as you say. The Elements of Harmony are powerful too aren't they?” Applejack asked.

“Not powerful enough...” Celestia said softly. “The elements draw their power from the values they each are named for, as well as the strength of the bond of friendship between the ponies wielding them. So while I can wield them alone, they won't even have half the strength that they have when the five of you wielded them with Twilight... It won't be enough. When I wielded them against Nightmare Moon, they were barely strong enough to banish her. And Nightmare Moon was nothing compared to Midnight Star.” Celestia shook her head. “I can't stop her.”

Author's Note

Minor revisions as of 9/26/2014

Chapter 11: Shattered Harmony

Midnight Star
By Nebula Star

Chapter 11: Shattered Harmony
***

The library was silent for several long moments as they all realized that Celestia had lost all hope; that the princess of the sun had resigned herself to defeat. Finally though, Applejack stepped in front of her.

“Buck up, Princess! We can't just go losin' hope now,” Applejack scolded, surprising Celestia as very few other than Luna had ever spoken to her in such a way. “It ain't over 'til it's over. So this Midnight Star has us in a bind. Well it's not like we haven't been in trouble before, and Ah know the one thing we can't afford to do is give up!”

Celestia slowly smiled and nodded. She was right.

“And don't you worry about wielding the Elements, 'cause you don't have to wield them alone.” Applejack went on. “I think by now we all know you well enough to consider you our friend, Princess. So if you just stand in for Twilight, I'm sure we can give the Elements all the power they need to beat Midnight Star.”

Celestia looked at her surprised; 'friend'? Then she slowly looked around at all the rest of Twilight's friends. It was true; she had gotten to know them all in the years since she'd sent Twilight to live here in Ponyville, as much from her own experiences with them as from the many friendship reports that all of them had sent her. But she'd always thought of them as Twilight's friends. She'd never really thought of them as hers.

As she looked around at them though, she saw they were all watching her and they all seemed to be in agreement with Applejack. She had never expected that when she'd sent her student here to Ponyville with the simple instructions to make some friends, that she would end up with a new group of friends as well. She smiled looking around at all of them. “Thank you, all of you. I would be proud to consider you all my friends.”

“We're all proud to be your friends too, Princess.” Applejack told her smiling getting nods of agreement from all the others. “Now, we all have another friend in need. So what do ya say we work together and use the Elements to free Twilight.”

“Yes, you're right, Applejack. With all of your help, and me wielding the element of magic in Twilight's place, the Elements should be more than enough to defeat Midnight Star and free Twilight from her.” Celestia said, with confidence born of their new-found friendship. Then she went to where they had gathered the Elements and carefully picked up the Element of Magic crown, placing it on her head with her wings. Her own crown she had lost during her fight with Midnight.

“It is a good thing though, that a pony doesn't need magic to wield the Elements, even the Element of Magic,” she said when she fumbled a little to get the crown on straight; she'd hardly ever used her wings in such a way though Pegasi did all the time. Perhaps she took her magic for granted sometimes.

The other five then took up their Elements as well, though Pinkie had to be encouraged to, and put hers on with a sigh.

“I think with all of you by my side, I'm ready to face her,” Celestia said with a smile.

“Good, because I think we're running out of time,” Rainbow said, standing over by the window.

“Why's that?” Celestia asked going back over by the window as well. Rainbow just pointed in answer. Celestia looked and saw immediately what she was pointing at. It was the moon, but not as it had been for the past few years, now it once again bore the silhouette of the mare in the moon. “Luna...” Celestia said softly seeing it and knowing what it meant. Her sister had been defeated and Midnight Star had banished her once again to the moon.

Luna and Discord had managed to hold Midnight back for nearly five hours. Celestia could only begin to imagine how, considering how quickly she had been defeated. But now, with their fall, it wouldn't be long before Midnight came searching for her once more.

“At least we know she's alive,” Applejack offered.

Celestia sighed, but nodded. “Yes, and once we defeat Midnight, Twilight should be able to free her again. It's just one more thing for us to fight for.”

“How long would it take her to fly from Canterlot to here?” Applejack asked, directing the question at Rainbow.

Rainbow took a deep breath, reminded all to keenly of her own injuries by the question, but she was the one to ask. “Assuming she has the same capabilities as Twilight; at Twilight's normal flight speed it would take about three hours, maybe a bit more,” she answered.

“Then for now, I guess we just wait.”

~~~

They didn't have to wait long before they spotted the wave of emerald flames and renewed destruction that marked Midnight's flight across Equestria toward Ponyville. They watched as the chaos drew closer and closer to their town knowing that when it reached them, Midnight Star would arrive.

Rainbow Dash stood at the window, watching as the flames drew closer and closer. She was determined to see Midnight defeated. Though all she could do was lend her strength to the Element's of Harmony, she would do her part to see to it that the one that had taken her dreams paid for her crimes.

Scootaloo had finally fallen asleep. Despite everything going on, she was still a filly and needed her sleep. Rainbow was grateful to her for all she'd done, but still, she was glad the filly had fallen asleep. When Midnight arrived things could get rough, and she didn't want Scootaloo getting caught up in it.

It was almost time. The wave of chaotic destruction was only a few hills away outside of Ponyville. They didn't doubt that Midnight would come searching for them at the library first. It was, after all, where the Element's of Harmony were kept.

Rainbow looked at the clock and saw it was nearly sunrise, or rather nearly time for sunrise. Without her horn Celestia couldn't use her magic to raise the sun, and with Luna banished to the moon the only pony still in Equestria that could raise the sun was Twilight, who was under the control of Midnight Star. Somehow Rainbow didn't think Midnight would want to raise the sun, a battle in the darkness of night seemed more her style.

Rainbow saw one of the nearby hills begin to break apart, emerald flames erupting from the fissures between the pieces. Taking a deep breath she turned back to the others. “She's almost here.”

Celestia stood. “Alright, it's time then. Cadence you stay in here with Shining, Scootaloo and Spike.”

Cadence nodded in agreement. She couldn't help wield the elements and was no match at all for Midnight Star so she knew it was best if she stay out of sight.

“Let's go.” Celestia said and led the way outside. They gathered in front of the library waiting for Midnight to arrive. Spotting a dark purple alicorn against a dark sky was not an easy matter however, and even as the wave of destruction reached them and the ground around them began to crack and break apart they still hadn't spotted her.

All six of them were looking around nervously as great fissures opened up all around them. The library and the grounds surrounding it were soon an island and as the fissures spread. Many of the pieces of Ponyville began to float and drift as if they were weightless. The space between the pieces continued to open wider and wider as more pieces broke away and below all the floating pieces of land they could see what appeared an endless sea of churning, smokeless, emerald flames.

They heard many screams and saw several of the Ponies of Ponyville looking out from their homes at the chaos in fear as the town continued to be consumed by the madness. But still they saw no sign of Midnight herself.

Rainbow looked up at the sky, trying to spot the dark alicorn. She was causing such destruction, they had to stop her before anypony got hurt.

Pinkie Pie sighed heavily. “Twitchy tail,” she said dully.

Without her usual enthusiasm they almost missed the warning; but they all leaped back just in time, Applejack tackling Pinkie since she wasn't moving on her own. Even as they cleared the area though something crashed down right where they'd been standing shattering with a loud crash.

Rainbow looked skyward again trying to spot where the attack had come from, but then Fluttershy gasped and she looked over at her to see what was wrong. Fluttershy was looking at the pile of rubble where they'd been standing and seemed to be on the verge of tears. Not understanding why, Rainbow followed her eyes to where she was looking and then she saw it as well. What had crashed to the ground; what had shattered, was Discord, once again turned to stone. Fluttershy was about to cry and though Rainbow had never been really friendly with Discord, she'd heard as well as everyone else how he'd come to the Princesses' defense.

Then an insane giggle drew their eyes upwards again and finally they all spotted Midnight Star as she glided down to land gracefully on one of the floating pieces of the road, separated from them by a wide gap. Rainbow took note of the changes in her appearance. Celestia had been right, she no longer appeared just like Twilight. Her colors were all wrong, and the madness in her bright red eyes was clear.

“There you are, Celestia!” Midnight said, her voice all wrong as well. "Have you finally found the courage to face your fate?" She cocked her head to the side. "It's time to die!"

Rainbow jumped in front of the princess defensively, lowering her head as if she were about to charge. She wasn't alone, all the others were right by her sides putting themselves between Celestia and Midnight. “You want the Princess, you're going to have to go through us!” Rainbow shouted in challenge.

Midnight just tossed her head back and laughed. “And what are you, a flightless pegasus, going to do to stop me!?”

“Come over here and find out!” Rainbow challenged wanting nothing more than to give her wings a good stomping.

She just continued to laugh. “Your precious Princess, lasted three seconds against me, Discord and Luna together couldn't even touch me! Do you really think you stand even the slightest chance against me!? The most powerful Alicorn in all of Equestria!?”

“You may be the most powerful pony in the world,” Celestia said stepping forward next to Rainbow as well. “You may have defeated my sister and I, as well as Discord. But it doesn't matter how powerful you may be. The Elements of Harmony will always be stronger!”

“Ah yes, your precious elements,” Midnight said with a smile that made Rainbow step back slightly. Something was wrong, she didn't seem worried at all. “I admit, the Elements of Harmony may indeed be more powerful than me. There's just one problem...” Suddenly there was a flash and Celestia gasped; then floating right in front of Midnight, held in her magic for all to see was the Element of Magic crown.

Midnight's wicked grin widened seeing their shock. “...The crown is mine,” she said. Then with an insane giggle, there were five more flashes and to Rainbow's shock she felt her Element of Loyalty necklace vanish from her neck as it joined all the other elements floating around Midnight in her magic.

“She took them! She just took the Elements!” Rarity exclaimed, her voice panicked.

“That's impossible...” Celestia gasped. “I enchanted them myself.”

Midnight threw her head back laughing at their confusion as the Elements of Harmony continued floating around her. Then she grinned wickedly and looked down at the crown as it floated closer in front of her. “Such pathetic artifacts...” She said reaching toward the crown with one hoof. “If even one should fail...” Her hoof touched the center of the star shaped element and instantly cracks spider-webbed across the gem and crown both and they crumbled, falling to the ground at her hooves in tiny fragments. “Then the rest become completely useless!”

Rainbow couldn't believe what she was seeing, with a touch she had destroyed the Element of Magic and without it...

Midnight let out another peal of laughter and then tossing her head to the side, her eyes and horn glowed with dark energy and five black crystal spears erupted from the ground around her each hitting one of the remaining elements dead center, shattering the Elements themselves and breaking the necklaces in two.

Author's Note

Minor revisions as of 9/29/2014

I've had a couple question my use of the expression "Buck up." In explanation let me just say it is an expression my grandfather used and basically has the same meaning as "Chin up" or perhaps "Shake it off."

Chapter 12: Battle in the Realm of Chaos

Midnight Star
By Nebula Star

Chapter 12: Battle in the Realm of Chaos
***

Celestia stared on in horror as the fragments of the Elements of Harmony fell into the churning emerald fires below. It was true that the real Elements of Harmony lived in the hearts of everypony and so could never be destroyed, but without those artifacts wielding the power of the Elements was nearly impossible. Not even she could hope to wield the elements without the artifacts. While she possessed a great understanding of them, not all the elements were as strong in her as they once were. In fact, Celestia didn't think that there was anypony who had a strong enough connection, as well as true enough understanding of the Elements of Harmony to wield them without the artifacts. Except perhaps one... Only Twilight had both.

Through her friends and her studies she had come to know the elements, and with their help she had become strong in all the values for which the elements were named. It had been that understanding as well as the strength of the elements within her that had triggered her transformation into an alicorn. The spell she'd corrected had been a catalyst, a way to help her come to that understanding.

But Twilight was trapped within Midnight. Without her, the artifacts had been the only way. Celestia couldn't even fight without her magic. And while the others were all brave and strong in their own ways, they couldn't hope to match Midnight's power. There was nothing they could do... They'd lost.

“It's not over yet!” A very familiar voice suddenly sounded, seemingly from all around them at once. They all looked around for the source, the pony they all longed to see. Then a little cloud of magic separated itself from Midnight. She looked at it with mild surprise then watched as it zipped over to right in front of Celestia and the others. It flashed brightly in the shape of a familiar magenta star with several white stars around it. When it faded, there standing before them facing Midnight, was Twilight Sparkle.

~~~

“Sparkles, how nice of you to finally join us,” Midnight said grinning. “I was hoping for a real challenge.”

Twilight gave her a cold look. She'd only been able to free her mind from Midnight and with it, her magic. Midnight's spells had been strongest when it came to her taking back control of her body. So instead she had separated herself from Midnight; though it had meant leaving her body behind for now.

“Twilight?” She heard Spike's voice from the door of the Library behind her. Then she heard the sound of his footsteps running toward her. “Twilight!” He exclaimed.

Twilight spun toward him eyes widening. “Spike wait don't...!” But it was too late, Spike had already jumped at her reaching out to hug her as he'd often done in the past. To everyone's surprise he passed right through Twilight and with a startled yelp, went over the edge.

Reacting almost instantly, Twilight's horn glowed, catching him with her magic just in time. Pulling him back up onto solid ground she set him down again by Celestia and the others. They were all dumbfounded. Twilight was there, but at the same time it seemed she wasn't physically there. She could tell they didn't understand.

“Twilight? Is that really you?” Applejack asked in much the same tone as when she'd reappeared after her alicorn transformation.

“It's really me girls,” Twilight told them, giving them a reassuring smile. “I finally managed to free myself from Midnight's spell, but she still has my body. I've manifested myself as an ethereal form of pure magic for now, but I don't think I can stay like this forever and I don't really want to try,” she explained. “I need to get my body back, but I can't do it alone; I need all your help.”

“But who the hay is this Midnight Star!?”

Twilight looked back at them. “She's... well, she's another version of me. I accidentally brought her here from an alternate world. I'll explain everything later,” she promised.

“What do you need us to do, Twilight?” Rarity asked sounding hopeful.

She looked at them all, “I need to know you're still behind me... Despite all that's happened, I need to know I still have your support,” Twilight said trying to express how sorry she was for all that Midnight had done to them.

“We're with ya Twi!” Applejack assured her and she and the rest of her friends stepped forward showing there support. All except one.

“Rainbow...” Twilight said softly, feeling her heart sink. She turned toward the blue Pegasus and went over to her, seeing the torment in Rainbow's eyes.

“It's your fault...” She said softly as Twilight reached her, the shock of that revelation clear in her voice. “You brought her here? It's your fault.”

Twilight's eyes filled with tears, she couldn't deny the truth of those words, it had been an accident but that didn't make it any less her fault. “Rainbow... I'm so sorry for what Midnight did to you. She... she made me watch,” she said, her voice weak. “I wanted to stop her. I tried to stop her. I begged her to stop...” With a sniff Twilight shook her head. “Rainbow, I promise you, I will do everything in my power. I will find a way! I'll fix this... You will fly again Rainbow. I promise, you'll fly again!” Twilight told her with conviction. “Please, have faith in me.”

For an agonizing moment Rainbow just continued to stare at her; then finally she looked away, unable to meet her eyes anymore. “Ah shoot, Twi, you know I've got your back,” Rainbow said finally then looked up and smiled weakly. “You are my friend after all.”

With tears in her eyes Twilight smiled thankfully. “I will fix this,” she promised once more.

Rainbow looked away but nodded. “I know you'll do everything you can...” She said softly but it was clear she didn't think there was anything Twilight could do. “But first you need to get your body back, right?”

Smiling understandingly Twilight nodded.

“Well I'm with you, Twi; we're all with you.” She said firmly.

Finally knowing her friends were behind her, Twilight turned back toward Midnight who has just waited and watched the confrontation, taking some twisted pleasure in their pain. Seeing Twilight look her way again though she cocked her head oddly to one side. “Are you done?” She asked sounding a little bored. “Can we fight now?”

Twilight glared at her. “Midnight Star, you stole my body! You hurt my friends! You attacked Princess Celestia and Princess Luna, and threatened all of Equestria! I will not hold back!” Twilight told her as she began to draw out her magic, filling herself with the mystic energy.

Midnight laughed at her threat. “Well, hopefully you'll at least provide more of a challenge than your mentor,” she taunted.

“You keep telling me that I don't know my own potential,” Twilight said as she reached deeper, drawing out more and more of her magic, more than she'd ever held before. “Well I'm nothing if not a quick study!”

Midnight grinned wickedly and the next instant she exploded into a cloud of energy. It was magic that Twilight had seen before; magic used by Nightmare Moon. But unlike when she'd seen it then, Midnight's cloud form was an even darker indigo and instead of small bright points like stars, there were points of pure black, stars of darkness, throughout the cloud.

Twilight watched as the cloud expanded filing the area. Also unlike when she'd confronted Nightmare Moon, this time she sensed exactly what Midnight had done. She was attuned to magic like never before and she'd felt the spell take shape that had transformed Midnight. Calling on her own magic, she did the same.

She was aware of the gasps of her friends as she became a cloud of energy as well. Unlike Midnight's however, her cloud was a deep blue violet that faded to the soft warm glow of a coming sunrise near the edges, and throughout it was the twinkling light of thousands of stars.

“Oh! Pretty!” Midnight taunted, her voice seemingly coming from everywhere at once. “You're really living up to your name Sparkles!”

Twilight ignored her. There were two things she realized about this cloud form: first of all, it would be very difficult to fight in this form as she didn't think there was much that could harm them while they were like this. The second was that her essence, her soul, was spread evenly throughout the cloud.

She wasn't sure why Midnight had taken this form, as they clearly wouldn't be able to fight. Then it hit her. Midnight was testing her, seeing if she could figure out what to do. She was seeing how well Twilight could adapt to new situations.

Focusing Twilight considered the problem. They couldn't really fight like this, but if she re-materialized her ethereal form Midnight could materialize anywhere and ambush her. She had to force Midnight to materialize first. As attuned to magic as she was she was pretty sure she could force Midnight back into physical form, but to do so she'd have to condense Midnight's essence down into a small enough area. But how could she do that? Then an idea came to her and she acted on it immediately.

Rapidly expanding her own cloud form she engulfed Midnight's, using her magic to contain her. Then bit by bit she began contracting, crushing Midnight's cloud down within her own; packing her like a snowball. Midnight tried to resist, but Twilight put all of her strength of will into her efforts. Finally she felt that she'd condensed Midnight's essence enough and, casting a spell, she forced her to re-materialize.

Midnight looked startled to be back in physical form but before she could react Twilight materialized as well, and grabbing one of Midnight's hind legs with her magic she flung the other mare at one of the floating pieces of Ponyville floating over the sea of emerald flames.

Midnight hit hard and Twilight winced, realizing a moment too late that every injury she inflicted on Midnight she was inflicting on her own body. She'd have to be careful and try to weaken her without seriously injuring her.

Midnight recovered quickly from the impact however. “Oh, this is exhilarating!” She exclaimed as she got to her hooves. Then Twilight saw her horn and eyes glowing with a, by now, familiar dark glow as black crystals began emerging from the shadows by her hooves and creeping up her legs. They flowed around her body with little rhyme or reason, covering her in crystalline armor as chaotic in design as the world around them. She cocked her head to one side again as the last of the crystals spread across the side of her head and halfway across her face giving her an even more deranged look than normal. “Finally, an opponent that actually poses a threat!”

Seeing Midnight don her armor, Twilight instinctively did the same. Seeming to materialize out of pure light, her armor was designed after the armor of the royal guard but without the helm, though it was finer crafted in appearance. Golden in color, it also bore the magenta star of her cutie mark in the center of her chest. In truth the armor wouldn't do anything to protect her, it was as Ethereal as she was, but it was a natural reaction.

Then Midnight launched herself at Twilight, horn glowing. A barrage of destructive chaotic bolts tore through the air at Twilight, but she was ready. With a flick of her horn a shield wall formed in front of her blocking the spells with ease. Then Midnight herself smashed through the shield.

Twilight had little time to maneuver, but she didn't have to. With a flash of her horn she vanished, reappearing on the piece of road Midnight had just launched from and casting a binding spell counter attack. Midnight spun around in the air, locating her easily and deflected her spell. She attacked again, this time summoning the chaotic flames from below and channeling them into a powerful stream that lunged towards Twilight like an angry burning snake.

Twilight stood her ground as her horn glowed brightly and a bubble formed around her. The flames impacted on the surface of the barrier with terrible force. It cracked under the onslaught, but even as it did sparks of energy shot across the surface, mending the cracks as soon as they appeared.

Twilight maintained the barrier a few moment's more, but it was a terrible drain on her magic. She'd have to fight smart if she was going to win this; she couldn't afford to just block Midnight's attacks directly, it would be better to evade them. With a final burst of energy Twilight pushed back the flames long enough for her to teleport a second time, reappearing directly behind Midnight in the air, already casting a binding spell.

Midnight vanished with a flash, teleporting as well. But Twilight sensed exactly where she'd teleported to and with another flash she was again behind Midnight. Twice more they teleported, each time matching each others movements. Finally Midnight spun towards her grinning as they both came to the conclusion that they wouldn't be able to gain the advantage through teleportation.

Twilight just managed to dive out of the way as Midnight cast another destructive spell toward her, then had to roll to one side as another bolt burned through the air forcing her to run with Midnight in pursuit. Twilight spun and rolled, whipping through turns, pushing her wings to the limits of their agility as she evaded Midnight; leading her through the floating pieces of the town while evading the deadly bolts of her spells.

Midnight's spells were dangerous though, and Twilight had to be extra careful to stay away from her friends or any parts of Ponyville that held houses of the town's residents. Midnight clearly didn't care if she injured or killed somepony in the crossfire.

Then Twilight saw a piece of the road ahead and dove at it as an idea came to her. At the last second she back-winged and planted her hooves on the stone, then pushed off again at an angle that would carry her just above Midnight.

A bolt of energy seared the air just under her, striking the stone she'd just pushed away from and it exploded. Twilight felt the shock-wave of the explosion as she saw Midnight looking up at her seeming impressed. Then Twilight cast a spell forming a web directly in front of Midnight meant to catch her and bind her once more. She saw it and flared her wings trying to change direction, but she was moving too fast. She couldn't maneuver to avoid it. The web wrapped around her like a net as she crashed into it binding her in place.

Midnight wasn't done yet however. With an angry cry, she shattered the web with a powerful spell of her own; the force of which knocked Twilight away tumbling through the air for some distance before she was able to recover.

When she did though, she saw Midnight was nowhere to be found. Reaching out with her mind she tried to locate her again by sensing her magic.

Light flared and Twilight sensed a terrible amount of magic energy coming toward her from behind. Slightly panicked she did the first thing she thought of; she exploded, once again taking cloud form and expanded into a ring, letting the deadly spell pass through the center.

Midnight reacted instantly. Taking cloud form as well she engulfed Twilight's form, trying to do as Twilight had done. Before she could however Twilight materialized on her own and teleported herself away, reappearing on a nearby rock with a tree growing out of it.

Midnight didn't follow through teleportation this time. Instead she materialized and dove at Twilight, laughing manically as she began casting an endless barrage of deadly bolts. Twilight had to leap out of the way as the first of the bolts annihilated the rock she'd been standing on. Then the chase was on again; Twilight swooping, diving, and rolling to avoid the chaotic bolts. They passed by the town hall, narrowly avoided Sugar Cube Corner, and then wove their way through the floating fragments of the town all the way out to Sweet Apple acres. Midnight raining down destruction the entire time.

On an impulse Twilight turned sharply around one of the floating rocks, momentarily hiding herself from view. As soon as she was out of sight, she took cloud form again and quickly pressed herself against the side of the rock. As expected Midnight came zipping around the rock at full speed, too fast to notice the small star-field cloud hugging the side of the rock. As soon as she was passed, Twilight materialized again and dove after her, casting a spell to stun her.

Midnight must have sensed her attack however, because at the last second she snap-rolled to one side, narrowly evading Twilight's spell. Then the chase was on again, but this time with their roles reversed. Twilight was in pursuit casting spell after spell at the manically laughing Midnight. As little experience Midnight had with flying, her recklessness and mad disregard for her own safety more than made up for it. She spun, dove, twisted and otherwise contorted her body through maneuvers that made Twilight dizzy just watching. She managed to stay in pursuit however as Midnight wove through the floating debris of the town.

Then she dove under one of the larger pieces of the road floating over the emerald flames. Twilight followed right on her tail. She sensed the spell being cast, but it was already too late. In revenge for earlier Midnight had cast a net spell of her own and Twilight couldn't stop herself in time. She slammed into it and felt it wrap around her, binding her in place.

She knew she had to escape quickly, but just shattering the spell as Midnight had would take a tremendous amount of energy that she couldn't afford. Instead she tried something else; sensing how the spell was made she began picking the pieces apart, dismantling the spell. Within a second the net dissolved around her.

It was almost too late.

Midnight's attack, in the form of a enormous fireball was roaring through the air straight for her. She wouldn't be able to get out of the way on her own so she tucked in her wings and let gravity move her instead. She dropped like a stone, barely avoiding the deadly orb and then opened her wings just in time to pull out of the dive before plunging into the emerald flames below.

A deadly bolt, narrowly missing her flank told her it was her turn to run once more and she quickly began evasive maneuvers trying to lose her pursuer.

Twilight couldn't keep this up much longer though. She didn't have a physical body, but the strain on her magic was still taking its toll and she felt as if she'd been flying for hours. Midnight on the other hoof seemed to be thriving.

There was a flash in front of Twilight and suddenly Midnight was there, horn glowing. Twilight began to evade but it was too late. Midnight's spell caught her hind leg and she felt herself being thrown downward. She was too tired to recover; she tumbled helplessly head over hooves not knowing what she was heading toward. Then she hit, slamming down on her side and rolling several feet before finally skidding to a stop. Her ethereal form may not have substance to anypony else, but the world itself still existed in the Ethereal Plane on which her magically created body existed and was still just as hard.

“Twilight!” Several voices cried at once and suddenly she was surrounded by her friends. She'd landed on the bit of ground that was still attached in front of the Library where they had begun. Midnight was laughing manically again as, surrounded by her friends, Twilight climbed back to her hooves. She looked up as Midnight landed on one of the nearby floating rocks, she was nearly gasping for breath and Midnight didn't even seem tired.

“You can't win against me, Sparkles!” Midnight shouted across the gap, her confidence clear in her voice as the nearby floating stones began orbiting around her and the emerald flames swirled up into the sky. “This is my world now! This is my realm of chaos!”

Author's Note

Minor revisions as of 9/29/2014

Chapter 13: Magic Without End

Midnight Star
By Nebula Star

Chapter 13: Magic Without End
***

Doubt began to gnaw at Twilight as she watched the display of power. She'd already done more, wielded more magic than she ever had before; more than she'd ever dreamed of wielding before and still it wasn't enough. Still Midnight's power was greater. It was her chaos magic, she realized. Twilight may be equal to her as far as their natural magic was concerned, but with the addition of her chaotic powers Midnight had the advantage. She had nothing to counter the chaos of Midnight's soul.

Almost as if she knew what Twilight was thinking Celestia stepped forward. “Twilight, use the Elements of Harmony.”

Twilight looked at her, the Elements...

“But Midnight destroyed the Elements,” Rarity said in confusion.

Celestia shook her head. “The Elements of Harmony, the real Elements can never be destroyed, for they live inside of everypony. The artifacts are nothing more than tools to allow ponies, within whom the Elements are strong enough, to wield their power. It is possible to wield the Elements of Harmony without the artifacts if one is both strong in values of all the Elements and has a deep understanding of them.

“Thanks to all of you, Twilight has both the understanding and the strength in the Elements she needs.”

Twilight stared at her a moment. She did have a deep understanding of all the Elements and had taken them to heart thanks to her years of studying friendship, and she knew that the true Elements lived in the hearts of everypony. That was why Nightmare Moon's attempt to destroy the elements had failed. Midnight however had destroyed the artifacts with magic, rather than just shattering them physically.

She had hoped that when she'd united her friends against Midnight that the Elements would reappear as they had with Nightmare Moon, but it seemed that it would take more than good friends to repair them this time around. Could she wield the Elements without them? Was it possible as Celestia said. Theoretically it was, of course, and she could sense the power of the elements inside herself as well as all her friends, but how could she draw out their power? How could she wield them?

“Twilight. Remember your spell,” Celestia said with a smile.

Then Twilight understood. She knew exactly the spell Celestia meant. The spell that she'd completed. That she'd been able to rewrite thanks to her understanding of friendship. That in the process of completing, she had triggered her transformation into an Alicorn. She'd never actually cast the spell, never used it. But now she knew exactly what it was meant to do. It was a spell to summon the power of the Elements of Harmony from within a group of close friends. “Right! It's time I put that spell to use!”

Twilight stepped forward, standing in front of her friends as hope begin to fill her once more. “Girls, to me,” she said and her friends gathered around her to either side. Then, calling on her magic, she cast the spell for the first time.

“From all of us together,
Together we are friends,
With the marks of our destinies made one,
There is magic without end.”

It started as just a magical aura around her and each of her friends that began to glow brighter and brighter. Then ribbons of multicolored light stretched out between them, connecting them all to Twilight as well as each other. More and more formed as the spell continued to build. Then the light of the ribbons began to flow, slowly at first but soon it grew faster and faster, all the Ribbons flowing toward Twilight pouring their magic into her. She closed her eyes as her exhaustion was swept away and let the spell fill her with the power of the Elements of Harmony.

They were united like never before, one in purpose, one is heart, one in friendship. And as Twilight felt the magic pouring into her from her five friends, she could feel that it truly was magic without end. Twilight opened her eyes again and they were glowing white, but she could see all the same. Every inch of her Ethereal body seemed to be crackling with energy. The power she held now was far greater than what she had wielded when they'd defeated Nightmare Moon or even Discord, and she could feel more pouring into her every second.

It was enough, she knew she could win now.

Midnight was watching all this with her head cocked in her weird way, seeming curious but not worried. She was foolish not to worry.

Opening her wings Twilight launched herself into the air like a bolt from a crossbow. She knew exactly what to do, exactly how to restore harmony to the world.

Seeing her, Midnight launched a barrage of deadly spells at her once more, but Twilight flowed between them with grace and ease, sensing every bolt. She cast several spells at once, all arcing toward Midnight from different directions. Midnight tried to counter them but only managed to block two before the others wrapped around her, binding her legs and wings in place.

Realizing the power behind the bindings would not be broken easily, Midnight didn't waste time trying to break herself free and instead continued her attack sending volley after volley of deadly bolts at Twilight while she continued to climb high into the night sky. Then she reached the top of her arc above Midnight, and tucking in her wings, Twilight dove at her.

Midnight sneered and her horn glowed brightly as she cast another spell. An enormous wave of deadly chaotic energy erupted from her burning up through the air at Twilight. She didn't try to evade it; she didn't have to. Abandoning the form of her ethereal body, Twilight let herself become a bolt of pure magic. Filled with so much energy, she cut through Midnight's wave as if it were a gentle breeze, continuing toward her target without even slowing.

Midnight saw her, saw the attack fail to harm her, and for the first time there was fear in Midnight's eyes. She tried to get out of the way but she was still bound in place, and it was already to late.

~~~

Celestia watched as the bolt of energy that was Twilight slammed into Midnight Star, merging with her. Then a shock-wave erupted from Midnight, strong enough to make all those watching stagger. Celestia herself had to take a step back to maintain her balance.

The binding spells were gone, but Midnight was just standing there as if frozen for several long moments. Then her eyes slowly closed and her head lowered. Everypony watched in silence, was it over? For several long moments nothing happened.

Then a black crystal fell to the ground at Midnight's hooves and shattered. Then another, and soon her entire crystalline armor crumbled from her body. Her coat seemed to melt away revealing a lighter lavender. Her mane and tail lightened as well and the red stripes became magenta. Finally her cutie mark glowed and shifted in color to the familiar magenta and white stars.

Then Twilight Sparkle opened her eyes and they were glowing pure white. Light erupted from her, blinding in intensity as it swept outward from her in a wave that rapidly expanded flowing across all of Equestria.

Author's Note

Minor revisions as of 9/29/2014

Chapter 14: To Fly Again

Midnight Star
By Nebula Star

Chapter 14: To Fly Again
***

As the light faded from Equestria, Everypony across the land found that the chaos and destruction that had come upon them without warning during the night had disappeared just as quickly. From Canterlot castle to the Everfree Forest the world had been returned to normal. And standing in the center of the restored Ponyville with the Element of Magic tiara once again resting on her head, Twilight Sparkle opened her own eyes and slowly smiled.

Realizing what time it was and unable to resist, she turned eastward and her horn glowed brightly. The Moon, that had hung in the sky far too long quickly set and a soft glow on the horizon began to grow brighter and brighter. Finally the sun rose over Equestria ending the night of terror that had gripped the nation.

Twilight let the bright rays of the morning sun warm her, glad to have her body back. Her work was not done however. While most of Midnight's damage had been repaired by the power of the Elements of Harmony that she had released, there were still a few things she needed to take care of. But for a moment, she let herself enjoy the warmth of the sunrise.

Something caught her eye, a soft glow in the corner of her vision that wasn't from the sunrise but was very similar in color. She turned her head to see what it was, but it moved with her. So she looked with only her eyes and was stunned to find it was her mane. Somehow she had attained a flowing ethereal mane similar to Celestia's and Luna's. She twisted around looking at her tail and saw it too had changed. Both were the blue-violet star-field edged with the soft sunrise glow that her cloud form had been.

She could sense a great deal of magic flowing out of her into her mane and tail she realized and focusing, she stopped the flow keeping her magic contained within her and as she did her mane and tail returned to their normal form. Twilight smiled glad she could control it. She had a hard enough time getting other ponies to treat her as a normal pony as it was. She didn't need to have an ethereal mane and tail adding to her problems.

Then she heard hoof-beats drawing close behind her.

“Twilight? Is it really you this time?” Applejack asked hanging back, understandingly wanting to make sure.

Twilight turned to her friends and gave them all a smile They all had their Element necklaces on as well, though they didn't seem to have realized it. “Yes, it's really me this time,” she told them reassuringly.

“Twilight!” Spike yelled running toward her again. This time though Twilight just laughed as he leaped at her and caught him with one wing as he wrapped his little arms around her neck hugging her. Seeing this, the rest of her friends rushed forward and joined in. All except Rainbow Dash who smiled, but hung back, not wanting to bump her injured wings and not really feeling like a group hug just then anyway.

Twilight noticed and looked up from the midst of her other friends and catching Rainbow's eye, she smiled understandingly. Twilight wanted nothing more than to try to restore Rainbow's wings right then, but there were a few other matters she needed to take care of that had priority.

“It's good to have you back, Twi!” Applejack said, finally stepping back and slowly the others did as well.

“It's good to be back, but I'm afraid there's still a few things I need to do to repair Midnight's damage,” Twilight told them.

“Sweetie Belle?” Rarity asked hopefully and Twilight nodded.

“I don't want to leave her in that darkness a moment more, so stand back everypony.” All her friends quickly backed away, clearing a space and Twilight wasted no time in casting the reversal of the banishment spell Midnight had used.

The spell was fairly simple compared to the initial banishment. In fact, as attuned to magic as she was now she likely could have reversed the spell even if she hadn't ever studied it before. Within moments there was a small pop, and Sweetie Belle reappeared in front of Twilight.

Her hooves had barely touched the ground however when Rarity swept her up into a hug. “Oh, Sweetie Belle! I was so worried!”

“Rarity!?” Sweetie Belle cried, her little voice squeaking in her distress. “It was so dark! I was scared!”

“I know, but it's alright; your safe now...”

Twilight watched smiling as Rarity reassured her sister and Sweetie Belle slowly recovered. Then she looked up and saw Twilight. Her eyes widened in fear and she let out a scream of terror.

“No no, it's okay; it wasn't really Twilight that attacked you,” Rarity assured her, realizing what she was thinking.

“But I saw her!” Sweetie Belle squeaked.

“I know darling, but it wasn't really her; she was being controlled by somepony else. You know the real Twilight would never do anything to hurt you.”

Twilight smiled sadly realizing it may be some time before Sweetie Belle and her friends would be comfortable around her again. “I'm sorry I wasn't able to stop her Sweetie Belle. I only just regained control of myself a few minutes ago. I brought you back as soon as I could.”

She looked at Twilight seeming confused. “You were being controlled?”

Twilight nodded.

“But... where was I? It was so dark, and I couldn't feel anything, I couldn't even move!”

“It was a banishment spell Sweetie Belle, similar to when Princess Luna was banished to the moon back when she was Nightmare Moon,” Twilight explained.

“I was banished like Princess Luna!?” Sweetie Belle exclaimed, her mood changing drastically, seeming excited to have something in common with the Princess of the Night.

Twilight laughed slightly and the unpredictability of the mind of a filly. “Yes you were; something to tell your friends, huh.”

Thought of her friends however made her remember something else. “Apple Bloom! You turned her to stone like a Cockatrice!”

“Don't worry,” Twilight assured her. “I released a great deal of power from the Elements of Harmony a few moments ago that should have restored Apple Bloom and the rest of her family to normal.”

“Are you sure, Twi?” Applejack asked, clearly concerned about her family.

Twilight nodded. “I wouldn't be surprised if they're on their way into town right now wanting an explanation. All of Sweet Apple Acres should have been restored to normal as well. We can go check on them though after we're done here.”

“That's good to hear.” Applejack said with a nod.

Twilight gave her a smile then noticed Pinkie Pie sitting a little ways off, poking at the ground with her hoof. Twilight went over to her and gently touched her shoulder, making her look up. “Hey Pinkie Pie. Let's get you back to normal,” she said smiling.

“Okay...” Pinkie said with a sigh.

Twilight just smiled and cast a spell to reversing the effects of Midnight's spell. For a moment Pinkie just continued looking up at her. Then... it was like an explosion; her mane and tail puffed out in an instant and a huge grin spread across her face.

“Twilight! That was soooo weird! I mean, can you believe how sad I was all the time?! How can anypony be sad all the time?! But I was! I knew I had no reason to be, but I couldn't help it! It was soooo weird!” Pinkie rambled, back to her old self and making Twilight smile.

“It's good to see you back to normal, Pinkie Pie,” Princess Celestia said joining them.

“Oh, hey Tia! Can you believe how sad I was!” Pinkie exclaimed, surprising Twilight that she would address the Princess in such a familiar way.

Celestia just smiled tough. “I know, if I had had my magic I would have changed you back when I arrived, but unfortunately I couldn't. I'm glad you're back to normal though.”

“You and me both!”

Celestia smiled again then turned to Twilight, concern filling her eyes. “Twilight, my sister,” she said simply.

“Right... she got a little beat up in the fight, but otherwise she's fine. She's probably even better off than you actually,” Twilight reassured her biting her lower lip. “Let me just undo the banishment spell.”

Celestia nodded and stepped back, giving her space. The banishment spell on Luna wasn't much different than the banishment that had been on Sweetie Belle. The only real difference was the destination. So it only took Twilight a few moments to undo and Princess Luna materialized in front of her. The lunar princess looked a little ruffled and there were a few dark splotches on her coat where she'd been injured, but otherwise she seemed alright.

Realizing she was back in Equestria, Luna opened her eyes to find Twilight right in front of her. Startled, she leaped back her twin magic swords materializing in the air next to her as she took a defensive stance, glaring at Twilight.

“Luna!” Celestia exclaimed, to forestall any fighting. “It's alright. She's the real Twilight.”

Luna looked up at her sister's voice seeming relieved, then after glancing back and forth between Twilight and Celestia a few times she finally lowered her guard and her swords vanished. “You have a lot of explaining to do, Twilight Sparkle.”

Twilight smiled and nodded. “I know, and I'll tell you everything, I promise,” she said but then looked significantly toward Rainbow Dash who was watching from a little ways off. “But right now I have a promise to keep to a friend,” she said and with that left the Princesses going over to Rainbow.

Rainbow smiled weakly as Twilight reached her. “You can't heal my wings with your magic,” she said softly, seeming to know it was the bitter truth.

Twilight smiled sadly but shook her head. “Not with my own magic, no,” she said softly. “But don't give up hope Rainbow; we haven't tried everything yet,” she said and reached up taping Rainbow's Element of Loyalty necklace significantly. Rainbow looked down and seemed surprised to see it there, she truly hadn't noticed its return.

She looked up again, “You think the Elements could...?” She trailed off, sounding almost afraid to have hope.

Twilight smiled. “I think if anything can heal your wings it will be the elements. Let's give it a try,” she said, then raised her voice. “Girls, gather around Rainbow,” she said getting the rest of their friend's attention. They all gathered around, though Rarity had to take a moment to pull herself away from Sweetie Belle, and finally all of them seemed to realize that they were wearing their Element necklaces again.

“What's the plan, Twi?” Applejack asked.

Twilight smiled. “I'm going to try to use the elements to heal Rainbow's wings,” she told them then smiled at her Pegasus friend. “You will fly again, Rainbow,” she promised once more. Then, using the restored artifacts this time, Twilight began to channel the power of the Elements of Harmony. She didn't know how to heal Rainbow herself, so she didn't try to cast any kind of spell with the power. Instead, she did as she had done before against Nightmare Moon and Discord and merely directed the power of the elements at their target trusting them to do what was needed.

A glow surrounded all of them as the spell began growing brighter and brighter, then multicolored bands of light began to encircle Rainbow, swirling around her and growing in brightness until it became blinding.

When it was over, Twilight opened her eyes and smiled. Rainbow had collapsed from the effects of the spell and was lying on the ground in the center of their circle. Then she began to stir. She stood slowly, and as she did the bandages and splints that had bound her wings fell away. A stunned look crossed her face as she looked back and opened her flawless wings. It had worked.

Unable to contain herself, Rainbow launched herself with an excited shout, her restored wings driving her into the air. With a sound like thunder, she broke the sound barrier directly above Ponyville and a cascading circular rainbow spread across the sky.

Twilight watched with tears in her eyes, glad the Elements had been able to heal her. She'd been fairly certain they would, but still, she was glad she'd been right.

“What's going on!?” a small voice said from the Library door. The sonic Rainboom had waken Scootaloo and also managed to draw a great deal of the rest of Ponyville out of their homes. All around doors were opening as the town's residents began to realize it was once again safe to venture outside.

Leaving a multicolored contrail Rainbow swooped down and scooped up Scootaloo, soaring back into the sky.

“Rainbow! Your wings!” They all heard the filly exclaim, almost as excited as Rainbow herself.

“That's right Scoots! I'm back in action!”

Twilight smiled. 'Almost done,' she thought to herself, then glanced toward the Library as two other ponies came out the door. “Cadence! Shining!” Twilight exclaimed glad to see them and hurried over to where they were. She had wondered if they were inside as she hadn't seen them since they'd left the Castle.

“Twily? You got your body back?” Shining asked hopefully, though he was limping slightly.

Twilight nodded. “I'm back to normal, don't worry,” she said then gave her brother and then Cadence a hug.

“But Twilight, who was that Midnight Star?” Cadence asked.

“I'll explain everything later so I can tell everypony at once,” Twilight told her with a smile. “You alright though, Shining? That looked pretty painful, what she did to you.”

He winced. “It's going to be a painful recovery, but I'll be alright.”

“Um, Twilight?”

Twilight turned at the familiar soft voice and gave Fluttershy a smile. “What is it, Fluttershy?”

“Well, um, if it's not too much trouble; do you think we could try using the Elements on Discord? If that's alright.”

Twilight looked toward the broken fragments of the statue that was Discord. “Well it's worth a try. Discord's taken himself apart often enough, I doubt being in pieces is really a problem for him.”

“Yes, do what you can for him,” Luna said taking notice of their conversation. “Discord fought valiantly, if a little strangely, to defend both myself and Celestia from... well...” Luna trailed off not sure what to say.

“Midnight Star,” Twilight supplied though she knew Luna had heard the name before. “She was in control of me at the time.”

Luna regarded her seriously. “You do have a lot of explaining to do.”

Twilight nodded “Fluttershy, go get Rarity, Pinkie and Applejack,” she said, then she looked up into the sky where Rainbow was still flying Scootaloo around, the filly shouting with excitement. “Hey Rainbow!” She called. “We're not done yet.”

“Princess Luna!” Twilight looked down again as Sweetie Belle ran up to lunar princess.

“Sweetie Belle, manners!” Rarity eclaimed following close behind. “You should bow to the princess!” She said and did just that. “I'm terribly sorry Princess Luna...”

“It's quite alright, Rarity. Sweetie Belle and I are well acquainted,” Luna assured her.

“You are!?” Rarity asked, forgetting her own manners in her surprise.

“Yes, It is my duty and pleasure to help all our younger subjects when they have trouble with nightmares.” Luna told her then smiled down at Sweetie Belle.

“But Princess Luna, guess what! I was banished just like you!” Sweetie Belle said excitedly.

That caught the lunar princess by surprise and she looked down at Sweetie Belle, her eyes wide. “You were!?”

“Uh, yes she was,” Twilight cut in to explain. “Midnight went after all my friends to hurt me and in the process, she banished Sweetie Belle into a plane of darkness.”

Luna's eyes really widened at that. “A plane of darkness? That must have been terrifying. I was banished to the moon for a thousand years and I'd still fear being banished into a plane of darkness.”

Sweetie Belle's smile faded slightly. “It was scary... but I'm alright.”

“Sweetie Belle!” Scootaloo shouted excitedly. Rainbow Dash had landed with her and now the filly was running toward her friend at top speed. Then she saw who Sweetie Belle was talking to and skidded to a stop. “Pincess Luna! You're here too!?”

“Yes, Scootaloo. Twilight just released me from the moon,” Luna told her, clearly familiar with the pegasus filly as well. “Sweetie Belle was just telling me that she was banished as I was. I hope that you were not harmed...” Luna led the two fillies away, gladly distracting them so the others could talk.

“So what's up Twi?” Rainbow asked when they were some distance away.

“We need to use the Elements of Harmony to try and restore Discord,” Twilight told her. A moment passed before she realized what she'd said and she almost laughed at how absurd it had sounded. “If that even makes sense.”

“Ah, you called me down for that? Can't it wait a little?” Rainbow said with a grin.

Twilight smiled understandingly. “Rainbow, think about how Fluttershy must feel. Besides Discord fought very valiantly to defend the Princesses.”

“I know; I'm just kidding, Twi. Of course we should help Discord if we can,” Rainbow said still grinning.

“So we're goin' to help out Discord then?” Applejack asked as she and the others approached with Fluttershy.

Twilight nodded. “He's earned whatever we can do for him,” she said then gestured toward the broken pieces of Discord. “I'm not sure if this will work, but let's try anyway.”

Together they formed a circle around Discord's shattered statue, and once again, Twilight guided the Elements' magic.

“Oh wow! Who would of thought that me getting blasted by the Elements of Harmony would ever feel so good!”

Twilight smiled hearing Discord's voice even as the light from the magic faded. Immediately Fluttershy jumped up and hugged him around the neck.

“Fluttershy?”

“Celestia told us what you did. You made me so proud!” Fluttershy said hugging him tightly.

“You made all of us proud, Discord,” Applejack agreed.

Even Twilight smiled up at him. “You did good, Discord.”

“Well this is a day for the history books! The day Twilight Sparkle gave me, Discord, an honest smile!” He joked and even Twilight had to laugh. But then Discord surprised them by turning serious for once, folding his mismatched arms across his chest. “So, what happened to little miss crazy chaos?”

Twilight took a deep breath. “I think that that's the last thing I still need to take care of.”

Author's Note

Minor revisions as of 9/29/2014

“We need to use the Elements of Harmony to try and restore Discord,”

When writing this chapter I actually hadn't realized how ridiculous that line was until after I'd written it. Twilight's reaction when she says that is pretty much how I reacted when reading over my work the first time after I'd written it.

Epilogue: Lesson Learned

Midnight Star
By Nebula Star

Epilogue: Lesson Learned
***

Twilight smiled to herself and sat with a content sigh at the small writing desk in her bedroom. A fresh piece of paper lay before her with a bottle of ink and in her magic she held a sharp quill.

It had been five weeks since the incident with Midnight Star and her life had changed drastically in that time. At times she couldn't believe it had already been five weeks, at others she couldn't believe it had only been five weeks.

She'd made the public announcement of what had happened at the end of the first week. As she'd planned she told Equestria the truth. That she'd accidentally brought an evil spirit into their world from another, and that that spirit had taken control of her and caused all the chaos of that night. However she never named the spirit as Midnight Star, nor did she give any indication at all that the filly was in any way responsible for the incident.

As Celestia had predicted, there were quite a few ponies that were upset with her for risking all of Equestria with experimental magic. Twilight was apologetic though and Celestia and Luna were confident that Equestria would forgive her in time. One relief however was that once all the reports had come in, there had been no fatal injuries, in all the land of Equestria, nopony had died in the chaos.

Twilight looked down at the paper on the desk. So much had happened since then, how to begin? Well there was only one way to begin really...

Dear Princess Celestia,

Twilight smiled then continued to write.

I hope you are well, and that your horn is healing quickly. I know Luna must be getting tired of managing both the sun and the moon. I'm sorry I haven't been more help there, but things have been quite busy here. I'll admit, I didn't really know what I was getting myself into when I decided to take care of Midnight myself. But I don't regret the decision...

She paused writing to look over at the young filly Midnight where she was sleeping peacefully in her small basket bed. She couldn't help but smile fondly looking at her and remember some of the events of the past few weeks.

As she'd expected, Midnight had remembered nothing when she woke. She knew how to talk, read, write, and even remembered some basic uses of her magic. But as far as memories of her life before that day, there was nothing. She'd proven to be a very confident young filly, and though she seemed nervous, she had immediately begun asking questions starting with who Twilight was and who she was.

What Twilight had decided to tell her was the truth, though only part of it. She told Midnight that she and her friends had saved her from a great evil, but that what they'd had to do to save her had caused her to lose her memories. Midnight had accepted the explanation and then asked who Twilight was to her.

~ Twilight was at a loss of what to say, she hadn't thought the filly Midnight would ask how Twilight knew her. “I've always been a close friend of your family,” she said finally. “I guess I'm practically your sister really.”

The little filly looked up at her with her bright red eyes. “You're like my big sister?”

Twilight smiled and nodded. “Yes, but now, I'm going to be taking care of you from now on.”

“What about my family?” Midnight asked causing Twilight's heart to clench.

“They... they're gone, Midnight,” she said softly, “I'm sorry, I was only able to save you...”

Seeing the Filly's eyes start to fill with tears, Twilight did the only thing she could think of. Pulling the filly in with on hoof, she wrapped both her wings around her hugging her tightly. “I'm sorry, Midnight, I know they loved you very much,” Twilight said gently as the filly began to cry in her wings. “I'm here for you though, I promise, I'm going to take care of you. I'll never leave you.” ~

It had taken Midnight some time to stop crying, but eventually she'd recovered and began asking questions again. One of the first being where they were.

~ “This is my home, so that means it's your home now too.” Twilight told her. “Would you like me to show you around?”

The little Filly nodded and Twilight gladly showed her around the bedroom and bathroom, before heading down to the main floor. As they started down the stairs though and the main room came into view, Midnight looked around with wide eyes. “Whoa, why are there so many books? Is this a Library?”

Twilight smiled at her surprise. “Yes actually, it is a library.”

“You live in a Library?” Midnight exclaimed, her small voice squeaking. “Why does a library even have a place to live?

Twilight smiled. “Ponyville is a small town, this was a house before it was a library. The original owner made the main floor into a library because they felt that every town, even one as small as Ponyville needed a library,” she explained. “One good thing about living in a library though, there's no shortage of books to read.”

“I guess,” Midnight replied without much enthusiasm. ~

Knowing the truth about what she was, Twilight was actually quite surprised that Midnight didn't seem to be anything like herself at that age. She did enjoy reading, and liked to learn new things, but she was also adventurous, very active, and athletic.

She was also more outgoing. Only two weeks after the incident, Twilight had started Midnight in school. Midnight had promptly made several friends that were around her age including a pair of pegasus twins, a colt and filly, both with icy blue coats and silver manes and tails. She did become acquainted with Apple Bloom, Scootaloo, and Sweetie Belle. But as they were a couple years older, she didn't spend much time with them.

Knowing now what she did about friendship, Twilight had encouraged Midnight to spend time with her friends and ensured that the filly had plenty of time to play so long as she got her homework done. This of course had ended up teaching Twilight about another part of parenthood: worry.

Even in the three weeks since she'd started school, Midnight had on two occasions managed to worry Twilight sick when she'd disappeared with some of her friends on an adventure and been late enough getting back that Twilight had gone out looking for her. This had led to Twilight setting several rules about being back on time and keeping Twilight informed of her plans with her friends.

Midnight had abided by those rules ever since, and had even apologized sincerely for causing Twilight to worry.

All in all, with all the new responsibilities of taking care of Midnight though, she'd found she had much less time for her own studies, but she didn't mind. Smiling she turned back to her letter and continued writing.

...Taking care of her is just a lot more work than I originally thought, but a joy all the same.

I'm writing you for two reasons. The first is that tonight, Midnight called me 'Mom' for the first time. It was while I was putting her to bed and I was surprised of course, I'd never asked her to or even suggested that I was her adoptive mother. I asked her why she'd called me that and she'd simply answered. “That's what you are.”

It made me realize for the first time, just what I'd gotten myself into. I asked her if she really wanted me to be her mother. She told me that she knew I wasn't her real mother, but that she still thought of me as her mom. Because of this, I've decided to make it official and file the paperwork necessary to formally adopt her. I know it will likely cause a lot of talk and gossip, a princess adopting an orphan filly, but I don't mind. Besides, it will give them something else to talk about besides my 'reckless experimentation' endangering Equestria.

Twilight rolled her eyes at this before going on.

The second reason I was writing was to tell you what I learned from all this. I know you no longer require such reports from me, but all the same, I thought this might be something you'd want to hear. I don't think anypony ever just chooses to be evil. I think that they always have reasons for what they do.

Some may think that they truly are doing the right thing, and are just misguided. Some may just have never been taught to care about others and only ever care about themselves. While others, I think, have just been hurt so badly that they're lashing out, just wanting to stop the pain.

As you guessed, Midnight had been with me for weeks before the incident, and while she didn't talk much about her past, she did tell me a little of what she had suffered as a filly. She'd lost so much, and witnessed such horrors at such a young age, I can't imagine how those memories must have tormented her. It was because of that that I never could bring myself to hate Midnight. Not even when she was hurting my friends.

I think that Midnight had lost so many, family and friends, that she became afraid to care for anypony at all. She began to see friendship as just another source of pain. She didn't want anypony to get close to her for fear of losing them, and so to ensure that nopony would try to be her friend, she made herself into a pony that everypony would hate. In doing so however, she also came to hate herself; hate what she had become. And in order to punish herself for the horrible things she did, she did things that would only make her hate herself even more. I think this is what eventually drove her into madness and chaos.

In the end I guess what I learned is this. We are all the product of our life experiences and choices, and that it's important to try to understand why a pony is the way they are before you pass judgment on them. I'm glad I chose to give Midnight this second chance. After all, I think everypony deserves a second chance. Everypony deserves a chance to be happy.

Sincerely,
Princess Twilight Sparkle

The End.

Midnight's story continues in Midnight Star: The Frozen Empire

Also check out the sides story: Checklist Capers

Author's Note

Minor revisions as of 10/2/2014

This has been an interesting experience writing this as I have never written anything that wasn't based on my own worlds, my own creations before now. I hope you all enjoyed this little story as much as I enjoyed writing it.

Chapter 15: A Second Chance

Midnight Star
By Nebula Star

Chapter 15: A Second Chance
***

“What!?” The exclamation came from eight throats at once as everypony seemed to have thought Midnight was gone for good.

“But Twilight, I thought you defeated her!” Rainbow Exclaimed.

“I did,” Twilight explained quickly before anypony panicked; “but she's still in my head. I have her contained, but I don't really want to leave her up there forever,” Twilight said rolling her eyes.

“Did you have time to study the spells for removing invasive spirits that I sent you?” Celestia asked.

Twilight bit her lip. “I did, but...” She hesitated, not sure how they'd react if she told them her plan. “There's something else I want to try first. Something with the Elements.”

“Why the Elements? What do you want to do?” Rainbow asked.

“I... I just want to try something,” she said, sure that they wouldn't understand if she told them. They didn't know what she knew about Midnight.

“Twilight, It's clear you don't want to tell us what it is you want to try for some reason. If I had to guess, I'd say you're worried we wouldn't agree to it if you told us,” Celestia said knowingly. “You're therefore leaving it up to us to trust your judgment.”

Twilight sighed and nodded looking around at all of her friends. “Please help me do this, I think you'd understand if you knew everything...”

“I will trust you on this, Twilight,” Celestia told her. “Though you have kept secrets, I assume you have your reasons. It is also clear that you know much more about Midnight Star than you have told us.”

“Yes...” Twilight admitted.

“Very well, then it is up to the rest of you whether you will help Twilight in this or not,” Celestia said turning to her five friends.

Twilight watched them anxiously as they all looked at each other in silence. Finally though Rainbow stepped forward.

“We all trust you, Twi. I think we're all just curious what it is you want to do. Sounds like you want to go easy on Midnight. I mean, you obviously don't want to banish her.”

Twilight sighed and nodded.

She tossed her head slightly. “Well to be honest, I don't really like it. But if you're willing to go easy on her after all she did to you, I suppose you must have good reason.”

“We'll help you, Twi,” Applejack agreed; “but I hope you'll explain your resonin' after.”

“If it works how I think it will, I think it will help you all understand...” Twilight told them.

“Alright then, let's get to it.”

Twilight nodded then glanced around. So far none of the town's residents had dared approach the group that included all four alicorn princesses of Equestria, and were instead keeping at a respectful distance. But for part of her plan, it was important that nopony but her trusted friends knew who Midnight Star was.

“Shining, Cadence, can you reassure everypony that everything's alright, but whatever you do don't mention Midnight Star by name. For now I don't want anypony else to even know of her existence.”

Shining looked confused but nodded. “Uh; sure, Twi,” he said and still limping he and Cadence went to reassure the townsponies.

“When you're done, join us in the library,” Twilight called after them. Then taking a deep breath, she turned back to her friends. “I think it would be best if we go inside,” Twilight told them gesturing to the Library.

“Okie dokie Lokie!” Pinkie Pie said cheerfully and immediately bounced inside.

“Why all the secrecy, Twi?” Applejack asked curious.

“It's important for what I want to do,” she said simply.

Applejack looked at the rest of their friends and shrugged, then they all turned and started filing into the library where they were soon joined by Princess Celestia as well as Luna with Sweetie Belle and Scootaloo still close by the Lunar Princess. Even Discord joined them, his curiosity getting the better of him. Once they were all inside, Twilight turned toward them all.

“I know this seems strange. But trust me, it's for the best.” She took a deep breath. “Alright gather around me,” she told them and they obediently formed a circle around her. Twilight smiled in thanks. “Here goes then...” she said and then she began.

She called on the power of the Elements once more and as before, she didn't try to cast a specific spell, she just directed their power towards their target: herself and the second soul trapped within her. The light from the Elements grew brighter and brighter as she felt the energies swirling around her. Then they began their work. Twilight felt pain like she'd never felt before. It was as though something were being torn away from her. Then there was a scream of rage that seemed to come from a great distance. Overwhelmed by the pain, she collapsed as the light of the Elements of Harmony continued to grow in brightness.

When she came to, she was lying on the floor in the center of her friends. She opened her eyes and saw all of her friends were just doing the same. Surprise crossed all their faces though as they looked at her, or more specifically; to the side of her. She turned and looked as well and then smiled. It had worked. There, lying on the floor next to her was a little purple unicorn filly, appearing at least two years younger than Sweetie Belle and her friends.

“Twilight!? What exactly did you do!? Who's the filly?” Rainbow exclaimed.

Twilight smiled at their confusion, but looked down at the filly casting a spell to keep her from waking for now. She didn't want the filly to hear the explanations she'd have to give her friends. “This is Midnight Star.”

Their shock was clear in their eyes. “But you said Midnight Star was another version of you!? If that's so, why is she just a filly?” Applejack asked clearly confused.

“I used the elements to Purify her, to cleanse her of the bitterness and hatred that had taken hold of her heart, just like we did for Luna,” Twilight explained and looked up at the lunar princess. Luna looked slightly surprised, but at the same time she seemed to understand.

“But why is she a filly?” Applejack repeated.

Twilight smiled. “I think that when the Elements are used to purify somepony of the evil in their heart, that they do so by reverting the pony back to the age they were when that evil first took hold.” she explained.

Luna nodded. “That does sound about right. I was older as well before I was banished, but after you used the Elements on me I was barely a young adult again.”

Twilight smiled but then looked down at the tiny filly Midnight. “Look at her... look at how young she was...” she said softly, tears coming to her eyes. “I can't imagine how hard her life must have been, how much she must have suffered for evil to take hold of her heart at such a young age.”

Twilight sniffed realizing she was crying, but not caring as she went on. “She told me some of it... Some of what she'd gone through. The world she came from. It was terrible, a nightmare. I think she'd just been hurt so many times, that she was lashing out at the world. She just wanted the pain to stop.”

“She's the pony you were talking about!” Rarity realized looking surprised. “When I was fitting you for your new gala dress!”

Twilight smiled and nodded. “Even after all she did, I... I never hated her, I couldn't. I wanted to help her, but she wouldn't let me, she wouldn't let anypony get close. She'd lost so many, so many she'd cared about; lost so many friends that friendship was just another source of pain to her. She just wanted the pain to stop. But her world was such a terrible place, it wouldn't stop, and so her heart turned to bitterness and hatred.” As she spoke Cadence and Shining Armor quietly entered the library having reassured the ponies of Ponyville.

Twilight gave them a quick smile before going on. “I realized too late that she was too far gone, the evil had to great of a hold on her heart for me to help her on my own. The bitterness, hatred as well as the pain, had to first be washed away. That's why I needed the Elements. I couldn't do that for her on my own.”

“But Twilight, when the elements purified me of the evil of Nightmare Moon, I retained my memories,” Luna spoke up sounding concerned. “The jealousy and bitterness were gone, but I still remembered how they had felt. Won't her memories of all that she suffered, all the pain, just drive her to evil once more?”

Twilight shook her head. “She has no memories... I made sure of that,” she explained. “When she wakes she will remember nothing of who she was before. This is a complete second chance at life for her, a chance to be happy.”

“But, she's just a filly,” Rarity pointed out. “Who's going to take care of her?”

Twilight looked down at the filly again and smiled. “I will.”

“What!?” They all exclaimed at once.

Then Celestia stepped forward. “Twilight, are you sure you're ready for that kind of responsibility? Taking care of a filly, being a mother for her is a different kind of responsibility than you've ever taken on before.”

Still smiling Twilight recalled one of the alternate worlds she had seen. One with a little black alicorn filly that had called her mother. “I think I can manage,” she said confidently then looked up at the sun princess. “I want to do this for her. I want to give Midnight a chance to be happy.”

“Wait, Twi, who is this filly?” Shining asked completely lost.

Twilight smiled. “This is Midnight Star, I had the elements purify her and removed her memories. But the elements also reverted her back to the age when the evil first started to take hold of her heart,” she quickly explained.

“And you want to take care of her!? Twilight, she nearly destroyed half of Equestria!” Shining exclaimed.

“Shining, you don't know the world she came from, who she is.”

“Well who is she then?” He exclaimed.

“She's me, Shining,” Twilight told him. “Or rather, she's another version of me from an alternate world.”

He looked stunned glancing back and forth between her and the filly lying by her side. “She's another version of you?”

Twilight nodded. “From another version of Equestria. Her world though... it was such a horrible place. In her world, Discord, her world's version, appeared about the same time that the Luna of that world became Nightmare Moon. The two joined forces against Celestia and banishing her to the sun. Then they turned on each other and each took control of part of Equestria, forcing the ponies to fight for them in a war that lasted centuries and destroyed almost all the land. In the end, that Nightmare Moon was defeated and forced to serve Discord.”

“Now wouldn't that be a nice switch; a pony princess waiting on me,” Discord said with a grin. “How about it, Luna?”

“Not a chance, Discord.”

“It does sound like that world suffered a great deal.” Celestia said cutting them off.

Twilight nodded. “But that's not even the worst of it. Many of the ponies in that world lived in the forests, seeing the monsters of the wilds as the lesser evil. Midnight grew up in one of those colonies. She lost her father when she was less than three years old, her older brother...” Twilight looked up at Shining with new tears in her eyes, “ he went out searching for food and disappeared when she was only five. Then a year later, she watched her mother be eaten by a hydra.”

Twilight looked down at the filly Midnight, that couldn't be much more than seven or eight years old. “After suffering all that, I can understand why anger and bitterness would take hold of her heart. I want to give her a second chance. A chance to be happy, without all those horrible memories. That's why I want to take care of her myself. I want to make sure she has that chance.”

“But Twi,” Rainbow cut in. “What about everything she did, she scared a lot of ponies last night all across Equestria, some could have been hurt. They're going to want an explanation; they'll want to know who's responsible.”

“I know.” Twilight said nodding, but then stretched out her wing over the filly as if to protect her. “And I'll tell them the truth. I'm the one responsible for everything.”

Her friends' eyes widened but she went on before any of them could object. “I brought her into this world, I'm responsible for any damage she caused. I'll make the announcement myself; that I accidentally brought an evil spirit into our world. That that spirit took control of me and tried to take over Equestria before we were able to stop her. But nopony ever has to know that that spirit was Midnight Star.”

She looked up at all of them. “Nopony but us ever heard her name. I want you all to promise me that you'll never tell anypony about Midnight's past, especially Midnight herself. I will take responsibility for what happened so she won't have to live with that shadow hanging over her.” She looked down at Scootaloo and Sweetie Belle. “That means you as well girls; you can't ever tell anypony, especially Midnight, that she was the one that did all those horrible things yesterday and last night. Will you promise me that?”

Sweetie Belle and Scootaloo glanced at each other then nodded. “Yeah, we promise,” Scootaloo said and Sweetie Belle nodded in agreement.

Twilight smiled and looked up at the rest of her friends.

“If you're sure this is what you want to do, we'll keep your secret, Twi,” Applejack said with a nod and the rest of them agreed as well.

“Very well, Twilight.” Celestia stepped forward. “If you want to protect Midnight by taking responsibility for all that has happened, then we will abide by it.” She said indicating that she was speaking for Luna as well.

“Yes,” Luna agreed anyway. “I was given a second chance though I did not deserve it, I could not deny another that same chance.”

Twilight smiled in thanks.

“However,” Celestia went on. “I hope you realize what this means. The ponies of Equestria will blame you and some may be angry with you for the fear as well as any injuries that they may have suffered because of Midnight's actions. It is likely that they will object to me giving you any more authority or responsibilities as a princess for some time.”

Twilight nodded. “I understand,” she said, though in truth she was glad that that would be the case.

Celestia smiled, she knew her former student well enough to know that she didn't want more royal responsibilities just then. “If I didn't know better, I'd say you planned this.”

Twilight could only smile.

“I am still curious about one other thing however, Twilight. Something unrelated to Midnight,” Celestia said making Twilight look up wondering what she meant.

“What is it?”

“After you released the power of the elements, restoring Equestria, and then raised the sun. It appeared at first that you had attained an ethereal mane and tail like Luna and I. But when you noticed, they went back to normal,” Celestia said then asked, “did you do that yourself?”

Twilight laughed, it felt so strange to have Celestia asking her a question sounding confused. “Yes...” she said then, knowing she didn't have to worry about what her friends thought, she released the flow of magic into her mane and tail again and they transformed into the ethereal star-field form.

“So I wasn't just seein' things,” Applejack said in surprise.

“Oh wow, Twilight, your mane looks just like the sky at that one time just before sunrise!” Pinkie Pie said excitedly. “Or is it just after sunset?”

Twilight smiled trying not to laugh. “You mean, 'twilight'?”

“Yeah! That's it! Oh hey, that's your name, did you know your name is that time right before sunrise?”

Twilight and most the others couldn't stop themselves from laughing after that.

“But, Twilight, how did you do that?” Celestia asked truly confused now. “The only times my mane has ever gone back to its original form was when I'd exhausted my magic completely.”

Twilight's smile brightened at the prospect of actually teaching Celesita something. “When I saw my mane and tail had changed, I sensed that there was a great deal of magic flowing to them. So I just stopped the flow and they went back to normal.”

“So you just sensed the flow and you knew how to stop it? But how did you stop it?”

She shrugged, “I just...” Focusing once again she stopped the flow of magic to her mane and tail and they returned to normal.

Celestia watched seeming to pay close attention this time. “I see, so you just...” Celestia seemed to concentrate a moment but nothing happened. “Hmm, I think... no.” Twilight noticed Luna grinning in amusement watching her sister. Finally Celestia's mane and tail shifted becoming normal hair, a soft pastel pink in color. She looked at them surprised. “Well would you look at that. I haven't looked like this in years, centuries even.”

“You know, if you really wanted to know how to do that, I could have told you,” Luna said and as Celestia turned toward her sister, Luna's mane and tail returned to the light blue hair that they had all seen when they had first freed Luna from evil of Nightmare Moon.

Celestia's eyes widened. “You knew how to do that!? Why didn't you tell me!?”

Luna laughed. “It never occurred to me that you might want to know,” she said, her mane and tail returning to their normal flowing star-field. “I was glad when I regained enough of my strength for my mane and tail to change back. It never occurred to me that you might want to turn yours off.”

“Luna, you know other ponies find our ethereal manes intimidating,” Celestia argued. “You remember what happened when you came here for Nightmare Night? Don't you think they would have found you less intimidating without the star-field mane?”

“Perhaps, but that wasn't the only thing they found intimidating about me back then,” Luna admitted.

“Even so, changing back to a normal mane in informal situations would be a good way to put other ponies at ease,” Celestia insisted.

Luna just rolled her eyes at her sister. “Well you can if you want, I don't think my light blue mane is really befitting me as the princess of the night. I'm curious though, Twilight. It took me months to figure out how to change my mane and tail back, how were you able to do so without guidance?”

Twilight shrugged. “Well, I... In order to free myself from Midnight, I had to push myself harder than I ever had before and reach deeper into my magic than I'd ever dreamed. When I finally did... it was like a barrier shattered. I could suddenly feel everything, all the magic around me. Then, when I was fighting Midnight, I realized I could feel exactly what she was doing with her magic. This allowed me to duplicate her spells or even find ways of defending against them, though I couldn't duplicate her chaos magic.”

Both Celestia and Luna were staring at her surprised, and though most of her friends hadn't completely understood what she was talking about, they realized what Twilight had said was impressive to the princesses.

“Twilight,” Celestia said finally; “what you just described is a level of attunement to magic that very few have ever attained. Luna and I can only reach it through focus and meditation. You're saying you were able to do this during battle?”

Twilight slowly nodded. “It's still there, I can still feel all the magic around me... It's surprising actually, I sense magic in all of you,” she said turning toward her friends. “Rainbow, Fluttershy, Applejack, even you Spike, and Scootaloo.”

“Well Celestia did say the Elements of Harmony live in all of us...” Rainbow said with a shrug, but Twilight shook her head.

“No I can sense them too, sense how strong the elements are in each of you, but there's also regular pony magic in all of you.”

“That is true, there is magic in everypony.” Celestia told them. “But only ponies with a horn can make conscious use of that magic. For Earth Ponies and Pegasi, the magic benefits them in other ways. But for you to sense that, Twilight is proof of how attuned to magic you've become.”

“Yes...” Luna agreed. “Twilight Sparkle, I just have to say, your potential in magic is frightening. I understand now more than ever why Celestia chose to teach and guide you herself. If you had grown into a pony that would misuse their power...”

Twilight looked down at Midnight. “I think we all know the kind of damage such a pony could cause...”

“Which makes the responsibilities of raising her all the greater,” Celestia agreed.

“I know,” Twilight said softly. “I won't deny I'm a little anxious about it. But this is what I want. I'll do my best to make sure she grows into a pony that will never abuse her power.”

“You're certain you're ready for this?”

“Yes,” Twilight said firmly, holding her new charge protectively under her wing.

Author's Note

Minor revisions as of 10/2/2014

I once again make reference to Past Sins, by Pen Stroke in this chapter. Again, if you haven't read it; I highly recommend it.