Noctis Pax

by Earl Grey

Rating: teen
Tags: Other, Princess Luna, Original Character, Adventure, My Little Pony: Friendship is Magic
Length: 19128

Set over 1000 years in the past after Discord's defeat. Equestria struggles to rebuild after suffering the wrath of the Spirit of Chaos and tensions are running high between Celestia and Luna.

"I don’t know where the book came from, or who wrote it. It was bound with a blank, leather -yes leather- cover and contained no identifying marks. I found it one day when I was rifling through the old archives in the Royal Library."

Here is all that it says on the first page:

The Great Chaos has ended. Discord has been defeated and his freshly entombed statue resides in the Canterlot Gardens.

But all is not well in Equestria. Death is everywhere, disharmony has taken it’s toll. The two royal sisters, Celestia and Luna, have been pushed to breaking. Yet still they struggle to rebuild what little remains of pony civilization.

Luna suggests intense action; Celestia refuses to disrupt what little normalcy they have brought to the shattered cities.

What could come between these two sisters? What could be so horrible as to drive our beloved Night Princess to become such a destructive nightmare? A nightmare that will terrify ponies for centuries to come? Well, immortality and power have a nasty way of taking any dispute and turning it into a cataclysmic event that neither party could imagine...

Written in collaboration with Sasha Nein.
Cover art credit goes to SilFoe

Published 2013-09-24 21:50:02 UTC
Last updated 2013-10-26 02:07:36 UTC

Chapter 1: The Legend Begins

Two horned ponies stood atop a hill. The only discernable features on the two heavily wrapped ponies were their horns. While one of them looked quite average, the other’s pointy appendage was grotesquely curved and bent in such a way that it could have never belonged to a unicorn.

The already frigid air was made even deadlier by a wind that howled across the ground. It swirled the snow about them to where it felt, and looked, like a blizzard.

Both were wrapped so heavily that beyond their two distinguishable horns, that any features were unrecognizable.

What could be seen of the unicorn were his hooves and neatly trimmed, dark grey hocks. His coat was colored the same as his mane, but the splice of maroon through his hair was hidden beneath a facial wrap.

“Oh moon who watches over all, guide me with your gentle light. For your glory grant us swift and silent passage.” The unicorn spoke in hushed tones, his head bowed. “May this task bring you glory and allow me to find favor in your sight.”

Offering silent pleas for strength and confidence always bolstered his resolve. If there was any time to pray to his goddess, it would be now.

The changeling stood with its eyes closed in the same manner, but if he was praying as well, Winter could not tell. Even after years of living with the strange bug-like equines, he still understood little of their outward emotions. Fortunately, they were some of the best damn soldiers and special operations ponies around.

Winter shrugged his shoulders and took a deep breath, almost choking on the frigid air. Opening his eyes he noted that the changeling had not moved from it’s silent pose. Turning away from the hilltop, Winter coughed into his hoof.

The changeling turned and opened it’s eyes to face Winter.

Glancing down at the city before him, he eyed the vast web of streets. Even at this distance, the derelict streets were all but obvious. Many of the homes had long since been abandoned due to the Great Chaos.

Winter came close and wove a shield around the pair of them. “Alright, I have the location to where I will teleport us in,” he said calmly, the roar of the wind muffled by his magic. “It is an alley that I believe is generally unused, are you ready?”

The changeling nodded once, but said nothing. To be honest, Winter wasn’t even sure if they talked in their natural form. He had never seen one do so except their new queen, Chitin, and she wasn’t exactly a good example of your normal changeling. Shaking his head to clear his thoughts, Winter turned and planted his hooves in the cold snow.

Fifteen years of training for this moment. Hard studies under Princess Luna, countless combat sessions and thousands of hours put into lore and history. All of his learning building up to this point. Even though Winter was shivering slightly, it wasn’t from nerves or the cold, he was excited. Excited for a chance to prove himself and his skills, an opportunity to show that Luna had been a good teacher.

Winter took as deep a breath as he could with the coats wrapped tightly around his frame. Closing his eyes, he lit his horn and began to weave a complex teleportation spell. He had to carry a changeling along with him to a precise location he had never seen. Then he also had to make sure to muffle the flash and noise while preparing to neutralize any potential threats at their destination.

A few seconds later, he and the changeling blinked out of existence, only to reappear in a deserted alleyway within the Crystal City. After a swift glance around to confirm they were alone, Winter dropped his shield and released the spells he had been waiting to cast. With a nod at his partner, they began packing away their heavy garments.

In no time at all he was striding carefully through the alley with the changeling just behind him, both free of the restrictive clothing. They made their way to the entrance, remaining cautiously in the shadows as they kept an eye on the street bustling with crystal ponies.

They were near the city proper, much closer than Winter had thought this alley had been. He remembered stories of the Crystal Empire once being a sight to behold. But even the many crystal soldiers who had bolstered the Equestrian armies against Discord had said it was before their time.

Now, while many of the buildings were built out of the trademark reflective rock, it did not sparkle any more than the ponies did. What was shining rather brightly, however, were the pendants many of the ponies were wearing. It made his blood boil. After the war had ended many of the unneeded weapons had been melted down by the princesses themselves into the mementos ponies now wore around their necks.

It was supposedly in their appreciation to each of the families that had willingly served, and quite possibly, lost loved ones in the war. But, the gesture had turned into a two way road, many of the ponies opting to ignore the darker pendants of the younger sister in favor of promoting their support for Celestia’s achievements.

Winter turned to his partner and whispered, “Alright, I’ll keep you invisible as you peek around for a good candidate to impersonate.”

The changeling nodded and prepared to peek around the corner as Winter charged his horn. Patterns he had used many times before gathered eddies of magic. As the enchantment took effect, the changeling vanished before his eyes.

Unable to see the invisible changeling, Winter felt it as it peered around the corner. His magic allowing him to feel every movement his companion made. The slight flutter of his wings, the slow steady breathing and the eyes as they darted around, searching for a target. The unusual experience never got old, but Winter ignored the sensations and focused on keeping his spell properly maintained.

Moments later, the changeling pulled back and with a flash of green, engaged it’s disguise. She, was the perfect image of a pale blue Crystal Earth Pony, complete with a bow in her mane and braids in her tail. A rather complicated cutie mark of a gem surrounded by two roses adorned her flank.

Winter grinned and reached into his saddlebags to retrieve a set of servant garments used within the castle. It wasn’t much, a simple neck piece with Sombra’s emblem and a cloak designed to hide cutie marks. It didn’t take long for the changeling to don the clothing. It helped that Winter stood by as a brace for the newly transformed mare to struggle into the oddly shaped pieces.

It was a good thing that they were speedy, for as soon as Winter finished situating the extras back into his saddlebags a pair of guards entered the alleyway and spotted them.

“Hey!” One of them called. “What are you doing back here with a palace servant?”

Winter tensed up and prepared to engage but the changeling, the mare, covertly stomped on his rear hoof. She then sidled up closer to Winter and laced her forelegs around his neck.

“Crystals above! Can’t a mare have a moment in peace?” She said, her voice ringing with a sultry tone.

One guard sniggered, but his partner shoved him roughly before speaking again. “Desperate or no, leaving the castle grounds without specific leave is a serious issue and you know it,” he said, looking at the mare changeling.

She huffed and dropped her hooves from around Winter. “Fine. I just... Fine, I know.” Winter watched in awe at the changeling’s flawless acting as she put on an astounding display of cuteness and regret. “You’re not going to say anything are you?” She gave a hopeful glance up at the two stallions, who were struck speechless at her performance.

If he didn’t know better, Winter would have believed he had just been seduced by a lonely, young palace servant looking for a good time away from work. Thankfully, the guards were there to keep him grounded in reality.

The lead guardpony grimaced. “Alright... Alright, fine. I can get you back in through the barracks without any trouble.” The guard paused, the frown still on his face. “What’s your name?”

“Pearly Chordette,” she said, not missing a beat.

“Alright, Miss Chordette, follow my buddy here, I’ll catch up in a minute,” the guard responded.

The changeling, Pearly, began to walk off, hesitated, then turned back. “Oh please don’t hurt him guard sir, this is all my fault, not his.”

Nodding, the guard waved them off before turning back to Winter. “Listen kid,” he sighed, “you don’t want to get involved with anypony from the castle. Believe me when I say it, once you get in there is no backing out. The palace is...” The guard trailed off and shook his head, muttering. He turned back to Winter. “Just find yourself a nice girl elsewhere, it will be better for everypony.”

With that he turned and left, leaving Winter standing alone in the alley. He was thankful he had been trained not to sweat under stress. Blowing out a long breath, the unicorn moved deeper into the alley.

He had gotten the changeling into the castle, although he wasn’t sure how easy it would be for “Pearly” now, but Winter’s job had just gotten harder. He would have to find the changeling again and establish a contact routine.

Winter sat in the shadows and began to plan a trip into the castle. It would have to be as soon as possible and it needed to be versatile for whatever would come. He unrolled his maps and blueprints and got to work, he only had a few hours to break in undetected to one of the most secure palaces in Equestria.

Sewers, kitchens, dormitory windows, getting caught and thrown into the dungeon; there were a lot of options for getting into the castle. The guards, patrols and general security were extremely tight; sneaking in would be hard, and trying to impersonate somepony would be harder still. Getting caught was climbing up on his list, Winter had scratched a large number of possible entrances off already. If only he had one of those freakishly useful bat ponies with him...

Winter sighed with frustration, continuing to stare at his blueprints. Sometimes he would check a different map, some with patrol routes, others with enchantment boundaries sketched on them.

If only she was here, he would have much rather have worked with a friend than a changeling. She probably would have planned for this happening and he would have to be doing this now. Winter was sure that pony was going places. Give it a few years and she would be one of the best officers Luna’s army had to offer. At least, that was what he thought, but he might be slightly biased considering they did grow up together. Winter sighed wistfully, it had been too long since he had seen his friend.

“Halt!” A crystal palace guard called out, stopping an approaching wagon. “Howdy, Cargo, what are you carrying today?”

“I... ah, hold on...” Cargo, an earth pony, fumbled with a clipboard before continuing. “Yes! Ahem, I've got twelve kegs of red wine, fifty pounds of rice, twenty pounds each of brown and powdered sugar, seventy pounds each of flour and oats, fifty... I could go on?” Cargo raised an eyebrow as he chewed on a stem of grass.

“No, it's alright.” The guard gestured to the pony alongside the wagon who had so far remained silent. “Who's your friend?”

Cargo grinned and turned to the unicorn next to his wagon. “This young bloke offered to help me unload today. And I said sure! Why the heck not?”

The guard stepped out of the way. “Well, You've certainly got enough to unload, just make sure he comes back with you!”

“Will do!” Cargo responded, already moving. The unicorn followed along side, still silent.

Cargo pulled his cart up around to the back of the palace and unhitched himself as a few of the palace staff trickled out.

“Howdy girls!” he called. Turning to the unicorn he continued, “Alrighty! Grab yourself a couple bags of stuff and follow one of these ladies inside.”

The unicorn levitated all the flour, oats and rice out of the wagon and proceeded inside. There were a few things the different races of ponies knew about each other and their natural traits, it was very uncommon to see a unicorn lifting their own body weight or more in their magic.

Cargo watched as the unicorn levitated over half the bags in his cart above his head and followed an equally awe stricken unicorn mare indoors. A few moments later, the collected himself and grinned. That unicorn must have been something similar to an earth pony body builder... what a lucky catch.

Once inside, the castle assistant eyed the unicorn several times before mustering up the courage for small talk.

“So... Cargo doesn't request help often, you must have made an impression. What's your name?”

“Winter, yours?”

“Bright Shimmer,” the mare beamed. “I'm surprised at how much you can carry, you must use your magic a lot!”

“Oh, I've practiced a fair amount. Unfortunately practice doesn't get you very far in life, otherwise I certainly wouldn't be here.” Winter said, doing his best to put a wistful inflection in his voice.

Bright Shimmer blushed and giggled nervously, but continued walking. Winter picked up the conversation, making small talk as they moved through the various store rooms within the castle. The mare latched onto everything he said, asking questions about Winter and taking every opportunity to tell him about herself.

She lived outside the castle on her own, had been in two relationships which both hadn't worked out. Her father had died in a work accident but her mother was finally seeing a new stallion. Bright Shimmer had two siblings, both sisters. Both of them were in relationships with other mares but Bright preferred stallions. There was something about those strong magical types...

Winter was beginning to get uncomfortable with the influx of information. He also felt like Bright Shimmer’s constant glances and blushing was rather unprofessional. It was hard to be sure, but Winter thought he caught her looking at his rear a couple times when he was organizing the bags into their respective places.

Depositing his last bag of rice, he felt the mare sidle up and push him against the wall. Now, Winter had been trained in hoof to hoof fighting and knew how to get himself out of a bind. But the combination of it being a mare doing the assaulting, as well as the lust filled kiss she planted firmly on his own mouth, completely derailed his train of thought. His mind reeled as she pushed him onto the bags littering the floor and continued her attack on his face.

When she began to run her hooves up and down his body, his mind kicked into overdrive as he finally realized the dangerous situation he had fallen into. It was a good thing too as his own rebellious body began working against him. A plan formulated in his mind and he put it into action when the mare finally pulled back from his mouth for breath.

He gathered her groping hooves firmly with one of his own, and stopped her from continuing her oral advances with his other. A shadow of doubt filled her half lidded eyes and she began to draw back. He shushed her before she could speak.

“Hey, you said you live outside the palace right?” He asked quietly.

“Yea...” She responded just as quietly, relaxing into his grip.

“I'll tell you what,” Winter said, releasing her hooves and drawing her close. “I actually came to see if I could meet my sister who works here in the palace. The guards aren't too keen on servants having visitors it seems. I've not had much luck.” Winter paused and drew a hoof down her back and rested it on her firm backside. He rubbed slightly, causing her to wriggle and push back.

“If you wouldn't mind helping me find her,” Winter continued, looking into her eyes. “I'd like nothing more than to come spend an evening with you at your house.”

“Mmmm, I'd like that,” Bright Shimmer murmured.

“It would be much better than laying in a castle storeroom wouldn't it?”

Bright Shimmer contemplated his question for a minute, glancing down Winter's chest as she did so. But it wasn't until they heard banging along the corridor outside that she jumped up with a hiss.

“Alright, what's your sister's name?” She whispered hurriedly.

“Pearly Chordette, she's new.” Winter whispered back as he got up.

Bright Shimmer gestured for Winter to follow her. “Thank you for your help, Winter! You certainly made Cargo's trip easy today.” She said loudly, stepping out into the corridor. “Comon, let's get another load.”

They encountered two mares who were pulling small trolleys down the corridor, it seemed they were the ones making all of the noise. The mares held a bag between them as they helped each other unload their trolleys filled with stuffs from Cargo's cart.

When they had left them behind, Bright Shimmer pulled Winter down a different corridor, away from the entrance Cargo was at.

“I don't know any Pearly Chordette,” She said to Winter, setting a brisk pace deeper into the castle. “And I know almost every pony working in the kitchens or on cleanup. So I'm assuming she's gotten into the upper ranking staff for King Sombra and his cabinet. Do you know where she was placed?”

Winter shook his head and Bright Shimmer snorted in irritation. “Fine, well, we can go talk to Creamy, she interacts with those workers and would know if they have a new member.”

It took them a few moments to find Creamy, a large earth pony mare who was currently working in the kitchens alongside a very noisy head cook he didn’t catch the name of. A few minutes later they were heading further up into the castle, Bright Shimmer leading Winter through a number of confusing secret passages and private corridors. Once or twice they scurried across elaborate crystalworked hallways; the walls lined with expensive tapestries or painted glass windows and the carpets so plush that Winter thought he would feel more comfortable than a king sleeping on them.

Finally they entered a small community lounge obviously designed for servants to await the beck and call of royalty. A few ponies were lounging around or napping. Bright Shimmer quietly approached and began interrogating a few while Winter hung back near the edge of the room. After a few minutes and a couple ponies, she walked back to him.

“It seems Miss Pearly is out serving King Sombra and his officials in a meeting. She should be done with her rounds and back here soon if you’d like to wait.”

“Thank you,” Winter said, sitting down on one of the couches. Bright Shimmer joined him, but thankfully seemed content to sit with her hooves to herself.

It seemed he was waiting for hours, but a brief glance at a clock told Winter it had only been a few minutes. Cargo would be getting suspicious by now he was pretty sure. He might have to pull a couple more favors from Bright Shimmer if he wanted to keep everypony as friends. Hopefully Pearly would have some good news and they could set up a meeting time later.

Another minute passed, and another. Winter began to pace nervously. He didn’t have time for this waiting, but there was little else he could do. Glancing at Bright Shimmer, he noticed she was watching him pace. Sighing, he sat back down and forced his limbs to still.

“You act like you haven’t seen her in ages.” Bright observed

“I, well--”

Winter did not finish, at that moment a pale blue mare walked in from a door he had missed before. She carried a tray of refreshments on her back and wore a very familiar cloak. Winter stood up and she noticed him immediately.

She quickly laid the tray down on a coffee table and hurried over to him. “Winter, it’s good that you are here. I think that... Who is this?”

Bright Shimmer had sidled up to Winter without him noticing. It took him a moment to realize Pearly had set him up for an introduction, brilliant.

“Oh, um. Pearly, this this Bright Shimmer. Bright Shimmer, this is my sister, Pearly Chordette.”

The two mares exchanged a glance before Pearly spoke, “It is very nice to meet you Bright Shimmer, I’m surprised my brother latched onto you so quickly.”

“It was more like the other way around,” Winter muttered as Bright Shimmer blushed.

Pearly quirked an eyebrow. “Really? Well, a story for another time, I’ve got to get back to work but I would like a moment to chat with him if you don’t mind?” She asked, looking at Bright Shimmer.

Bright Shimmer looked grateful for the opportunity and quickly moved off. Pearly wasted no time in dragging Winter to a secluded couch and sitting him down.

“Alright, as I said I’m really glad you made it here now. We’ve got problems.” She paused, taking a breath as she collected her thoughts. Winter opened his mouth but quickly found it filled with a hoof.

“No, listen. We thought Sombra might have been planning something? Well, Luna was right. I didn’t hear much, but what I did doesn’t sound good at all.

“He has ten ponies in a meeting with him right now. Six of them seem to be observing or safeguarding ponies they were calling ‘elements’. They were referring to them as opposites of the Elements of Harmony that are wielded by our princesses. Disloyalty, Dishonesty, things like that. I’m not sure what he has planned, but he was talking about them not being ‘ready’ for the ‘heart’.” She stopped again, taking a deep breath and glancing across the room at the few servants lounging about. After a few moments, she looked back at Winter, who was still trying to digest the information.

“Okay, I heard him talking about replacing the Crystal Heart here in the palace when ‘the time was right’. The four other ponies were being briefed for, what I assume, will be spying missions to Vanhoover, Cloudsdale, Manehattan and Canterlot. They are to observe military force, pegasi, unicorn and earth pony percentages, weak points, general schedules and city habits... things like that.

“I didn’t get to keep listening, I was dismissed when a couple of guards ponies burst in on the meeting. They were saying something about possible intruders, which put me on edge. You didn’t do anything rash to get in here did you?”

Winter shook his head. “Not really. I mean, I came in with a supply wagon so they might be missing me since I was just hired help, but nothing that would lead back to you.”

The changeling cursed under it’s breath. “Okay, well, we need to split. I can get into the kitchens if you have a time when you can--”

A loud magical bell ring that permeated the air around them interrupted Pearly. Before either pony could react Bright Shimmer had bounded across the room.

“Ponyfeathers! That is probably for us!” She whispered urgently, glancing around at the others who had begun chatting loudly. “We’ve got to get you back to the storerooms, we can play this off if we hurry!”

“Okay let’s try the kitchens in exactly one week, in the afternoon just before dinner.” Winter said, turning to leave. Pearly nodded and quickly moved to her abandoned serving tray. Bright Shimmer urged Winter into a gallop towards the passage they had entered.

Before they made it five paces, a dozen guards clattered into the room and began blocking the exits.

“Everypony! I need you all to come to the center of the room and remain calm. Lieutenant, sweep these ponies for a changeling, we need to be thorough.”

Winter’s eyebrows shot up and he glanced at Pearly. She jerked her head in the direction of the exit but signaled him to wait with a hoof. They joined the small group of ponies gathering, but positioned themselves near the passageway. He kept an eye on Pearly, fervently trying to remember the way out of the palace.

Bright Shimmer appeared next to him again, taking advantage of the murmur from the ponies, she turned to him. “A changeling? Just keep quiet and we might make it through this safely.”

Winter bent down to her ear. “I’m making a break for it now, the changeling is with me. You can either run, help me out of here and I’ll go through with my promise; or you can stay here, not move and stay safe.”

“I... What?” Bright Shimmer whispered back incredulously.

“You heard--”

Winter was cut off as a unicorn stepped forward and began to charge his horn. The rest of the ponies grew silent as well as they watched the unicorn weave his spell. Out of the corner of his eye, he saw Pearly make her move.

With a bound she was on the unicorn. A hefty back hoof to his horn and it snapped, causing him to scream and drop to the floor. There was a moment of shocked silence before she screamed, “RUN”, and burst into green flames.

The guardsponies were on the morphing pony in an instant. Two remaining unicorns began erecting telekinetic barriers as the rest of them began to overpower the changeling. Winter wasted no time in blasting two of in front of the passage with his magic and bounding through, Bright Shimmer on his heels.

“Go!” He urged, pushing the mare past him as he turned back.

The changeling was putting up quite the fight. It had speared one with its horn and was currently flying near the ceiling as it pummeled a pegasus. However, just as Winter began to focus on the situation, a spear flew through the air and struck the changeling in the side.

It screamed and fell, crashing down on the pegasus. “Run!” The changeling yelled again hoarsely. Two guards turned and advanced on Winter as he saw the changeling bite the pegasus it had landed on in the neck. It did not take long for two more spears to find their way into the changeling’s neck.

Feeling helpless, he threw up a barrier and did as he was told. As soon as the guards had entered the room he felt some kind of dampener fall on the castle, preventing him from performing much more than basic telekinetics. Following Bright Shimmer back through the halls, he grit his teeth and focused on watching for more guards. Hopefully he would still be able to teleport out of the city once he exited the palace.

It didn’t take them long to make it back to the kitchens. Instead of making for the storerooms she led them to a nearby pantry. Before he could ask what she was doing, she hustled him inside and followed, locking the door behind them.

“There is a door to the outside here, it’s the quickest way to get off the palace grounds.”

She stepped past him and around a few shelves before coming to a small door. She opened it deftly with a hoof and stepped aside.

Winter hurried to exit, but she stopped him. “I don’t know who you really are, or what you’re doing here, but you were certainly nice enough to me that I think you deserve this.” She took a breath and gave a shaky laugh. “Don’t worry about that promise, I’m not sure I can handle somepony as exciting as you.”

Before Winter could speak, she pushed him out the door and closed it. He heard the lock click and then silence. He wasted no time in starting at the door... okay maybe a little bit. But he quickly put Bright Shimmer out of his mind and sprinted away into the city, thanking his lucky stars the palace wasn’t surrounded by walls.

It didn’t take him long to feel the damper lift from his magic and he wasted no time in porting to the hill he had first seen the city on with the changeling.

Chapter 2: Nocturne of the Everfree

“No, you fool of a pegasus, get in under her swing! You can’t jump over that!”

Two fully armored ponies practiced combat on a raised platform while an uncommonly burly unicorn stood coaching them from the side. Although, it was a rather one sided practice session as one of the ponies, a pegasus, was going to town against an earth pony in the duel.

“If a rock had legs it would fight better than you... at least its thick head wouldn’t have noodles for brains!”

Vermillion scowled and tried her best to ignore the trainer, instead focused on her quarry. The earth pony was breathing hard in contrast to her controlled breaths and was already sporting a dozen more bruises than herself. They circled each other cautiously, her opponent unwilling to engage until he had stopped gasping for air.

Despite the harsh words of the unicorn, the earth pony was doing quite well. However, he was continually underestimating Vermillion’s ability to use her wings. It had cost him and she clearly had the upper hoof now, but she still had to be careful; a single mistake could cost her the match against the much stronger opponent.

"Stars above!" the trainer cried again. "My eyes are bleeding! Don't make me walk in there, crack your skulls together and send you back to basic. Because if I do, I'll add hauling firewood up to the castle to your regimen!"

The earth pony grimaced and Vermillion lunged forward, catching her opponent off guard. She scored a solid hit to his chest and flipped away as he tried to grab her. Thrown off balance, and winded once again, the earth pony careened into a backwards roll.

Vermillion lunged again, flapping her wings to close the distance between them once again. Still trying to recover, the earth pony desperately reached in to grab her again. But, she pushed his foreleg away and took a hold of it, pulling it up and away into a hold. The earth pony stumbled and fell forwards, leaving himself open and allowing Vermillion to take the other foreleg and lock him in a submission hold. With Vermillion smiling above him, the earth pony had no choice but to submit through gritted teeth.

As she relaxed her grip, Vermillion glanced around, wondering about the unusual silence from their trainer. He was usually castrating the loser verbally by now. As her gaze swept around to him, she began to hear a pony clapping her hooves against the ground. To her surprise, Princess Luna herself was standing along side the unicorn trainer, applauding her victory.

Eyes wide, she scrambled away the earth pony to bow. Glancing to her left, she saw the earth pony finding his hooves and doing the same. The clapping stopped, she peeked a glance up and saw Luna quietly conversing with the trainer.

A moment later, Luna turned back. “Rise ponies, that was an excellent match, I commend both of your efforts.” Vermillion couldn’t help but notice the Princess was looking at her the whole time she spoke.

“Walk with me,” Luna said to the trainer, turning away as Vermillion rose. She couldn’t help but stare as the Night Goddess walked away, her perfect form an entrancing display for any mortal.

After a few minutes, and a few glances back at the ring, Luna left the trainer to return. He surveyed them for a moment before clearing his throat.

“Alright, Sergeant, you are dismissed. Go clean yourself up, but don’t think you’re out of trouble yet,” he said sternly to the earth pony before turning to Vermillion. “Lieutenant, before you hit the showers, there’s something I have for you to do...”

The light of the full moon streamed through the large stained glass window that loomed over the throne room. The light brought a much needed dash of colour to an otherwise drab grey hall, but as it was the middle of the night and the candles had been extinguished, it served as the only light source.

Vermillion stood in the elongated column of light, her bright blue eyes casting nervous glances at the shadows around her. She had been ordered to this exact location only minutes before, with no idea why or for what purpose. It had been a direct order from a commanding officer, so she wasn’t about to disobey.

Just as she was beginning to become irritated at the apparent lack of anything worth reporting here for, a light flickered on behind her. A candle had burned into life in one of the ornate candelabras that fill the hall. Another flickered on next to it, then more, until a ring of candlelight had surrounded her. Then, as she cast her eyes forwards, at the last candelabra behind the throne, a curious light drew her eyes upwards. The stained glass seemed to be melting away, revealing nothing but open air and the pure moonlight sweeping into the hall.

“Well done. You have stayed vigilant, as I knew you would.” A voice echoed around the throne room, making it unable to pinpoint. Vermillion’s ears swivelled involuntarily, following the sound of the voice around the room. It was almost disorientating.

“Night is a mystery, an enigma. It is that which you cannot see, it is the unknown.” The voice rang out again, this time louder. Vermillion’s head was filled with the voice, nothing else able to drown it out.

“When faced with Night, a pony has two choices. They can choose to feel fear and flee, or they can feel curiosity and plunge forth, ever onwards into the unknown.” The voice was at it’s loudest yet, but as soon as the last word was spoken, an unnatural silence pressed upon the throne room. The silence was more disconcerting than the voice, the Everfree forest was never silent.

Vermillion glanced around the room again, she wasn’t sure if the voice was urging her to act or was merely waiting. After what felt like hours, the voice returned, although this time it came whispering into her ear. She even felt the hot breath against her coat.

“Which one will you choose, I wonder?”

She spun around on the spot, but there was nothing there, just empty air. Vermillion’s breathing quickened and she took note of everything in the hall, her pinions quivering. Nothing had changed and there was nothing around to suggest the possibility that something might have done. She could feel her heartbeat in her ears and she knew that she was letting the fear get to her.

Taking a deep breath, Vermillion closed her eyes and felt the effects immediately, her heartbeat had normalised and she felt calm. “Who’s there?” She shouted, hearing her own question echo around the empty hall. Her voice was level and stern, as if she was demanding an answer and not merely hoping for one.

Her only answer was a long, loud laugh that echoed around the large room and sent shivers down her spine.

The silence pressed in once more. Vermillion wanted to find the mysterious voice quickly and sort this mess out, but she got the feeling that the darkness wasn’t going to let her go so easily. She stepped one hoof into the vast expanse of darkness as a test and for a brief few seconds, nothing happened, but then just as she eased up, a clinking of metal on metal sounded from somewhere beyond the darkness. It sounded almost like chains rattling against each other as they were dragged along the floor.

Vermillion had never been more sorry that she had been right.

Hunched forms were stumbling out of the darkness all around her, they were pony in shape, with shackles around their legs, dragging chains as they walked. Moans escaped their mouths and rotting flesh fell from their bodies as they advanced closer and closer to the pegasus.

As the first monster lunged at her, she flapped her wings hard in tandem with a jump, sending her several metres in the air before she slammed back down to the ground, landing with a crunch upon the rotten body of the pony below her. She felt liquid pooling around her hooves, but she didn’t care right now, her eyes were flickering between the approaching monsters in front of her, ears scanning for noises from behind.

She heard it, a rapid clink from behind her. One of the monsters had tried to grab her but she ducked low and span quickly, grabbing the surprisingly light body beneath her as she did. Using all the strength she had in her forelegs, she swung the body by the head and flung it at it’s fellows, taking out the one closest to her and several behind it. She turned quickly and noticed several more ponies approaching from the front. Clocking one in the jaw and bucking another, she made quick work of the brainless punching bags until she was standing alone in the safety of the light once more, the silence still pressing upon her.

“I see. Very interesting.” The voice spoke again, but this time it didn’t echo menacingly around the room. It seemed a lot more real than before, but most importantly, Vermillion could pinpoint it. She turned her head to her right to see a figure emerging from the shadows as if it were a part of them.

Tall, regal and strikingly beautiful, Princess Luna approached out of the darkness, her eyes fixed firmly upon the beige pegasus still stood in the column of light. “You, my dear, are an excellent candidate.”

Vermillion fell into a bow so quickly that she almost headbutted the ground. “Your Majesty!” She cried, “If I had known-”

The Princess cut her off mid sentence, “You wouldn’t have been able to react properly in my little test.” She smiled mischievously, her eyes warm and friendly.

“You... were testing me?” Vermillion raised her head, looking slightly confused. “Wh-why, Your Majesty?” She was unable to suppress the slight waver in her voice.

The Princess didn’t answer straight away, but began walking slow circles around the much smaller pegasus. “I’ve had my eye on you for a long time. I invited you here today because I believe you have what it takes to join my Night Guard, your little performance today makes me a little more confident in my assumption.”

Vermillion looked stunned, this was the last thing she was expecting out of today. “Your personal guard? You mean...” Her voice trailed away, of course she knew what the Princess was talking about, it was hard not to know about it when you served in the guard.

The Night Guard had the best equipment, the best training, the best missions, they were the elite. The group was surrounded by rumour however, the biggest one being centred around their appearance. They were the size and shape of your garden variety pony, but they were different, the most obvious difference being the leathery wings that looked like they belonged to a bat of some description. This, coupled with their characteristically dark coats, sharp teeth and pointed ears, had earned them the nickname, ‘bat ponies’, amongst the common folk.

“Yes, I think you have more than earned the right to join their ranks.” Princess Luna’s previously mischievous smile turned into somber frown. “Although...” The Princess grinned again, “maybe one more test will do it. Follow me, please.” Two torches flickered on in the seemingly infinite expanse of shadow. Luna walked unflinchingly towards them and threw a look over her shoulder towards the pegasus, it was one Vermillion had never expected to see being given by the Princess. It was a hungry glare, beckoning her over to the Princess’ side. Vermillion had never thought about the Princess in that manner before, but now there was nothing else occupying her head.

Vermillion ran to catch up with Princess Luna, joining her by the distant candlelight, which revealed a stone corridor. The Princess started down the corridor and motioned for Vermillion to follow, which she did in earnest, although she couldn’t help glancing sideways at the taut, midnight blue flank bobbing along at eye level.

“Enjoying the view?” The Princess’ playful voiced lilted over and broke Vermillion out of some kind of trance. Her cheeks burned with embarrassment and she looked pointedly away, making sure not to say a word. Princess Luna stopped at a nearby door, “We’re here. Step inside please.” She may have said please, but there was a sense that the Princess wasn’t giving Vermillion any chance to say no.

‘Not that I could say no. This is more than I could have ever dreamed.’

Inside, the room was much smaller than she was expecting. It looked like it had been used for storage at some point, but had been gutted out. Right now, it seemingly only held a raised stone dais surrounded by lit candles and a tall wooden cabinet that stood in the furthest corner of the room. There were no windows to let in any natural light, just the candles. There was a definite gloomy atmosphere coming from the room that gave off the air of ancient magical rituals.

“This is where I conduct my ancient magical rituals.” Luna announced, closing the door behind her. Vermillion stared at the princess for a few seconds, wondering whether she had the ability to read minds. Finally, she decided that it wasn’t worth the time and effort to decode the inner workings of higher beings.

“I assume you’re wondering what all of this means. Who and what are the Night Guard? and a multitude of other things.” Luna took a few steps and took a place at the far end of the circular dais. “It’s only natural after all, you should remember that I said the night breeds fear and curiosity. Would you join me up here, Lieutenant?”

Again, Princess Luna’s question left no room for a no. Vermillion took the step up to the raised dais, one she took with more difficulty than the princess due to it’s height. Now that she could get a better look at the dais, she could see a complicated series of carvings etched into the surface of the stone. She assumed that this had a reason, but her magical knowledge was next to nothing so she couldn’t even begin to make a judgement.

“My Night Guard aren’t born as they are, I don’t recruit them from some far off nation across the sea, the Night Guard are made.” Princess Luna left that statement hanging in the air for a few seconds, letting Vermillion digest that information. She swallowed hard, her mouth oddly dry.

“You see, they were once regular ponies like you, earth ponies or pegasi with special skills and talents that caught my eye. I offered them a choice, to join me as a Night Guard or to continue on as they were. Some accepted and just as many more have declined, I never try to coerce a pony into joining my guard, but I always give them the truth before asking them to join.”

Vermillion was following the princess’ every word, listening intently, but she wasn’t able to respond to the princess’ last words. The Princess hadn’t said anything else so she asked the first question that came into her head. “You said earth ponies and pegasi, but not unicorns. Is there a reason for that?”

The Princess studied the pegasus for second, “You’re rather sharp aren’t you?” She smiled playfully. “Well, in short, they’re immune to the process. By it’s nature, the process isn’t intrusive, it can’t force change, I created it to function in that exact way. All ponies have magic flowing through their bodies, but a unicorn’s magic is much different to that of an earth pony or a pegasus, it is wild and unstable and it easily overpowers the process and nullifies its effects. I’ve never had a problem with it however, unicorns have their skills and my Night Guard have theirs as well, together they can make formidable teams.”

“So the batpo-” Vermillion broke off, her eyes wide, she had almost used the common nickname, “I mean, the Night Guard are just regular earth ponies or pegasi, but changed a little?” She finished off her question with a level voice, but her cheeks burned with embarrassment. Surely the Princess wouldn’t want her beloved Night Guard to be referred to in such a way.

Princess Luna paused to smirk at her young charge, almost playfully chiding the pegasus with the look alone. “On that regard, you’re wrong actually. The Night Guard are so radically different on the biological level that it wouldn’t be fair to call them anything other than their own subspecies. I have dubbed them thestrals, although I am aware of some of the names others have used.” Despite Luna’s smile, Vermillion couldn’t help feeling embarrassed again.

“Now, lets get down to the meat of this conversation, what exactly the process is and what will happen afterwards.” Luna took a breath to begin what was most likely a complex and lengthy lecture, but Vermillion spoke before the Princess could begin.

“With all due respect, Princess, I... I don’t think I need to hear it. I’m ready to join your Night Guard, regardless of what happens to me.”

“Are you sure? There’s hesitation in your voice and I must remind you that this process cannot work against your will, conscious will or not.”

Vermillion looked up into the Princess’ eyes with a fierce determination. “I’m quite sure, Princess. It’s been my dream to serve both you and Equestria since I was a filly and I’m not about to change my mind. I’d just like to get this started as soon as I can, if you please.”

“If you’re really sure then I shall not stop you, but I am going to tell you this one thing before we start; becoming a Night Guard is a little more than pledging your allegiance and going about your merry way. This is a choice that will give you a new life, a life that is one with the Night.”

The Princess stepped closer and crouched down, bringing herself to eye level with Vermillion, her look was pleading, but her voice was strong. “You must cast away your previous existence and give it all to the Night. For all intents and purposes, the pony known as Vermillion will cease to exist.”

Vermillion’s face was shadowed by her helmet and it cast an eerie pall across her. She looked impassive as she contemplated the Princess’ questions.

“I’m ready.” She answered, her voice unwavering.

Princess Luna broke out into her mischievous grin again. “Wonderful, let’s get started then.” She used her magic to open up the cabinet and a large flask came floating out, coming to rest in front of the pegasus. The contents were almost black in colour, but it shone a deep blue when the candlelight hit it. As it sloshed back and two in the flask, Vermillion thought that it looked like it had the consistency of ink, although that could just be the colour fooling her.

“What’s this?” Vermillion asked, staring at the flask confusedly.

The Princess raised an eyebrow and smirked, “I thought you just wanted to get this over with?” Her voice was mocking, but playful. Vermillion found it incredibly strange to see the princess like this, just speaking casually with her.

Vermillion found herself getting slightly annoyed with the Princess and it must have shown on her face because the alicorn started pointing and giggling. “You know what I mean, Princess.”

“You get the most adorable crease in your brow when you pout, did you know that?” Princess Luna fluttered her eyelashes and had the briefest hint of a smile playing around her lips. Vermillion could tell the princess was just messing with her head and she tried her very best to remain stoic and unresponsive to the mental attack, but she just couldn’t, her cheeks were already burning.

“So... about the flask?” Vermillion reiterated, trying to bring the conversation back into a more comfortable area.

Princess Luna, it seemed, had had her fun and seemed much more serious. “It’s a potion. It’s desperately tricky to brew and disastrous if gotten wrong, but rest assured, I have been brewing this potion for many, many years and I have gotten it perfect each time. I won’t go too far into what exactly it will do, no one but the most fanatic alchemist would find it interesting anyway, but it essentially prepares the body for the transformation, galvanising the process to make sure it works properly.”

“So I just have to drink this?” Vermillion stared at the flask like it was a new enemy that she had just been told to defeat. Before Princess Luna could even say “Yes”, she had uncorked the flask and downed the contents. When she placed the flask next to her, now empty, she grimaced and shuddered as the aftertaste hit her. That potion was nasty.

The Princess was taken aback by Vermillion’s almost reckless behaviour. “You really are serious about this,” she said aloud. “You should feel a tingling sensation as the potion gets to work, but don’t worry, it won’t hurt.”

There was a tingling, of that Vermillion was definitely sure. It had started in her stomach and slowly began spreading to her legs and up to her head. It was certainly uncomfortable, it was like her entire body had pins and needles.

“That should be enough time for the potion to have taken full effect.” Luna cleared the flask away, floating it back into the cabinet and then looked back at Vermillion, her eyes serious once more. “Now for the ritual. Sit down, please.”

Vermillion obeyed instantly, prostrating herself before the Princess. She stared intently at the alicorn, who alighted her horn, and watched as the armour she had been wearing melted off of her body, disappearing entirely. “You won’t be needing that.” She smiled and moved onto casting another spell.

The Princess had her eyes scrunched together, apparently focusing intently on the spell she was weaving. The glow from her horn was an entrancing blue and it grew and grew until it was lighting up the entire room. The magic poured into the stone dais, filling the etched lines with a pulsating power, it continued to grow until the entire dais was glowing. An immense magic circle had been formed, with layer upon layer of concentric circles, each one in-laid with alternating clockwise and anticlockwise runic markings.

Vermillion’s head was starting to spin. She didn’t know if it was an after-effect of the potion or whether it was because of the spell, but she was finding it harder and harder to focus on the princess before her.

The haziness abated and Vermillion shook her head to try and help things. She only succeeded in giving herself a splitting headache, but she did see that the princess had ceased casting the spell. The magic circle was still going strong though, so Vermillion assumed that it didn’t require a constant supply of magic to make it work. The princess stood up and approached her, her eyes glowing with power, it was all Vermillion could do to keep her eyes open to observe things because her body refused to move by her will.

“First the potion, then the spell.” Princess Luna’s voice echoed around the small room, eerily ethereal and brimming with ancient power. “Next comes preparation, then the transfusion.”

Vermillion had no time to consider the meaning of these words as the princess had brought herself down to the pegasus’ level, their faces mere inches apart.

“Spread your wings.” It wasn’t a suggestion and Vermillion didn’t hesitate in obeying.

The Princess didn’t waste any time, she lunged forwards and grasped several of the primary feathers on her left wing, plucking them out with ease. Vermillion cried out, but she muffled it by gritting her teeth together. She couldn’t build any sort of resistance against the princess, she couldn’t seem to form the words needed to tell her to stop. The Princess lunged again and tore out several more primaries on the other wing, her pinions were gone, yet the princess kept on plucking and pruning.

Vermillion closed her eyes against the constant stabbing pains throughout her wings. She could tell that the princess had started on her secondaries by now, but it was then that she noticed that the princess wasn’t indiscriminately tearing feathers from her wings. There was a certain order about it and a certain tenderness with the amount of force she was using to pull them out. Vermillion had lost feathers before, so she knew full well that the princess could cause much more damage if she really wanted to.

Even still, as Vermillion sat defenceless against Princess Luna, the tears finally came. It wasn’t because of the pain, her training in the guard had given her a high tolerance for pain, it was the fact that her wings were being taken from her. The wings that she had been born with, the wings she had learned to fly with, the wings that had helped her become the mare she was today, all of that was ending in this one moment. In the back of her mind, she had known that it would come to this ever since accepting the offer to join the Night Guard. She had seen the wings they all had, she knew that if she was to become one of them that she would have to lose her old wings. It still didn’t lessen the blow of losing them however.

When the princess had finished, she moved to sit in front of the pegasus, staring down at the pathetic looking pony before her. “Soon, my little pony. It will be over soon.”

Vermillion seemed to have regained a little control over her body and she flapped her once proud wings feebly, feeling naked as the usual rush of wind against her feathers was nowhere to be found.

“Now for the transfusion.” Luna barely flinched as she bit down on her own foreleg, breaking the skin and causing a trickle of blood to flow.

‘How did she do that so effortlessly. Pony teeth aren’t designed for cutting.’ Vermillion thought incredulously, but as she looked up at the princess, she saw a mouth full of canines and incisors. Teeth that certainly weren’t there before. ‘Did she use some kind of magic?’

The Princess brought the wound up to her own mouth and suckled at it for a few moments, apparently drinking her own blood. Vermillion had a few seconds to try and wonder what was going on before the princess leaned in and kissed her full on the mouth. At first, she was confused as to why the Princess of the Night was doing this to her of all ponies, but then she just relaxed and accepted it, actually leaning into the kiss and giving back as much as she got. Vermillion used her own tongue to try and coax the princess into joining her, but when she finally did it, her tongue came with a rush of a viscous liquid that she immediately recognised as the blood the princess was sucking from her own wound.

Vermillion didn’t have any time to be disgusted, with the princess’ mouth against her own, there was no other place for the blood to go other than down her own throat. She swallowed it reflexively and the princess broke away, a red tinted strand of saliva joining their mouths for a few seconds before dripping down onto the floor.

The pegasus gagged and tried to form a retort, but a shot of pain hit her in the stomach that felt like she’d just been slugged by a manticore. It drove all of the air from her lungs and sent her falling onto her side, her body writhing. She had her eyes scrunched up in a vain attempt to lessen to pain, but she risked opening them to see what was happening to her. The first thing she saw was her right foreleg, which was shedding rapidly, leaving only reddened and raw skin behind. Vermillion tried to get up and survey the damage, but even the slightest movement felt like being burned with a hot poker. She could only assume the same was happening with her whole body.

The pain subsided for the briefest moment and it gave Vermillion a chance to move into a more comfortable position on the stone dais. She breathed heavily at the effort, but she was glad at least to that moment of time to compose herself. When the next wave of pain hit her, she was a little more ready for it, like watching a hoof slowly flying towards your head, but knowing you can’t dodge it. Her entire body tingled violently as every pore on her body burned white hot. Despite herself, she whimpered due to the pain.

Vermillion’s breathing was still laboured, but the pain seemed to have abated once more. She chanced opening her eyes again and saw that her raw skin was hidden, although this time by a swathe of dark blue hair. She looked up and saw the princess smiling down at her reassuringly, it was almost enough to make her feel better, but just as she was about to examine herself more closely, the pain returned, centred solely in the stumps that had once been a pair of magnificent wings.

The blinding pain was followed by one of the strangest sensations that Vermillion had ever felt. She could actually feel the rapid growth of her new wings, she could feel the new bones knitting themselves into place, she could feel the patagium stretching between them to form the shape. It was a sharp ache followed by a stinging sensation as she felt the air against her newly formed wings.

She collapsed against the dais once more, the pain physically exhausting her. The transformation wasn’t over however.

“Once you get through the next stage, this will be over.” Luna’s voice drifted through the haze of pain dominating her mind. It helped clear things a little and it allowed her to focus on the princess’ voice, using it as an anchor to stay sane in the swirling storm threatening to swallow her whole. She was thankful for this, because the worst was yet to come.

It began as a simple headache, she’d had it since the pain began in fact, but the pain around her body had distracted her from it. Right now it had began building and building upon itself until it felt as though her skull was trying to force itself out of her head. When the pain reached it’s utmost peak, she screamed loudly, a pathetic wretched sound that filled the entire room and echoed her shame. It felt as though her head was dissolving, a persistent buzzing sound that she could hear from inside her own head.

Tears fell openly and freely from her clenched eyes and a constant stream of exhausted sobbing escaped from her mouth, framed by a sharp, new set of teeth. The pain began to ebb away slowly and with it, all of the energy in her body. By the time the transformation had been completed, she was completely unconscious.

Chapter 3: My Little Thestral

Yellow, cat-like eyes flicker open, what they see is dark and blurry.

Through the haze of her vision, the pony saw a silhouette in the candlelight beside her. There was a familiarity about it that her half-conscious mind latched onto.

‘Brother?’

The silhouette was looking away and didn’t turn to greet her before her vision faded into the darkness.

Yellow, cat-like eyes flicker open, what they see is dark and blurry. The dream she’d had was an old one that hadn’t troubled her for a long time. She wondered why it had come to haunt her after all this time. The pony could see enough to know that she was lying in a small bed, one that was extremely comfortable. It felt like she was lying on a cloud, a feeling she had long forgotten ever since going to live in the Everfree Forest.

“Good morning. It’s nice to see you’ve recovered so quickly.”

Vermillion tried to turn quickly to face the source of the voice, but all she managed was a slow rolling motion to move her body around. She could feel strange wings under her body as she rolled over, but that went out of her mind when she saw who was speaking. Princess Luna was sitting by her bed, a book floating in front of her. She put a velvet bookmarker in place and shut the book, placing it on the bedside table before turning her full attention to her patient.

“You did not look well after the ritual, I was worried you would be out for much longer. Although, this is not a first.” The princess smiled down at her, pride visible on her face.

“My liege... I hope I haven’t inconvenienced you.”

“Think nothing of it. You have been my priority this past week.” The midnight blue alicorn had a way of calming a pony down with little more than a few words, it was something that Vermillion was incredibly grateful for. “Besides, there is much I need to tell you, I would rather not give you the opportunity to aimlessly experiment with your new body.”

Vermillion wore a tired, but amused smile and immediately, she noticed something. Her lower lip had been lightly poked by something rather sharp. Luna watched as the former pegasus tried to find out what was going on and laughed.

“We’ll start with that then, shall we? Physical changes to your body.” The princess levitated a small mirror in front of Vermillion and allowed her to stare at her reflection. Luna knew the reaction well, having seen it countless times before; the way they’d run a hoof across the new fur on their face, stroking the pointy tufts on their ears, opening their mouths to examine the new teeth. She smiled warmly at the memories.

“It really happened...” Vermillion stared dumbfounded at her reflection.

“And, if you sit up and stretch your wings...” The princess said, waiting patiently for the pony to comply and get into a sitting position. She moved the mirror back so Vermillion could get a proper look at the leathery black wings that extended from her back. Their wingspan was impressive and they looked strong. But just as she was in the middle of admiring them, something occurred to her.

“Wait... did you say I’ve been out for a week?”

The Princess nodded solemnly. “You actually recovered fairly quickly when you consider past transformations. The average time is at least two weeks, so I’d say you have a fairly impressive constitution. I can understand that losing one week of your life can be distressing, but you must realise that so much of the body’s energy is used during the process that recovering for this long is more than required.”

Vermillion flapped her new wings a few times, she could feel an itch starting to form in the back of her head. She needed to get in the air.

“The best way to get used to your new body is just going through your normal day and addressing things as they come. Like this one for instance...” Luna’s horn began to glow and Vermillion saw that she had hold of the closed curtains on the wall of the room. Then she pulled them open.

Light attacked her eyes with the fury of a thousand suns. It was so bad that she had to hide herself under the blanket of her bed to stop it from hurting.

“I’m very sorry, but there’s no better way to demonstrate that ability.” Luna’s voice was calm and steady.

The blanket shivered, as if the one it concealed was seething with rage. “What!? A crippling sensitivity to light? I wouldn’t call that an ability!”

“It is a hypersensitivity, to be a little more exact.” Luna smiled matter-of-factly. “In the middle of the day, yes, too much light will hurt. But that is why you have secondary eyelids, to block out the most harmful of the light’s rays.”

A dark, furry head poked out from under the blanket, yellow eyes still hidden in the shadows. “Secondary eyelids?”

“Yes, if you focus a little, you should be able to feel them and freely control how they function.”

Vermillion opened and closed her eyes a few times whilst trying to focus on what the Princess had told her. It was the strangest feeling, trying to grasp hold of muscles that she never had one week ago. When she finally managed it, she could feel a thin membrane covering her eye. They were very translucent, in that they were easy to see through, yet still clouded her vision somewhat. She poked her head out of the blanket and took a look at the Princess. The first thing she noticed was that the light didn’t bother her any more. The second was that it seemed as though she were looking through glass. It was very obvious that the view wasn’t as clear as it could be.

“Not having my eyes burned out of my skull is a definite improvement.” Vermillion sat up normally in her bed, practicing blinking her primary eyelids whilst keeping the secondaries closed.

“Indeed. You have such pretty eyes.” Luna smirked in that mischievous way that made her look like she was up to no good. “One final thing about your appearance, your cutie mark will no longer show. It’s still technically there, it just won’t appear, so don’t worry.” She grabbed the blanket with her magic and flung it off of the bed. “Now go, be off with you. I shall address your other changes soon.”

Vermillion took one cursory glance at her now blank flank and shuffled herself off of the bed. Her legs were achy and wobbly, but she soon mastered them and trotted slowly out of the recovery room. Just as she was halfway down the corridor leading towards the castle foyer, Luna popped her head out of the room and shouted after her.

“One final note. You will probably need to think about a new name for yourself. You can hardly carry on with the old one now can you?”

“Okay...” She called back, unsure. Vermillion creased her brow and walked forwards almost unconsciously. The Princess made a fair point, she was a different pony now, she could feel it. It’s not as if there was anybody who really miss the old her anyway. Ever since the orphanage, she’d only ever had one friend and he spent the vast majority of his time studying or on away missions for the Princess.

She could respect his dedication to the Princess, it was something they’d shared for a long time, but it was clear that it must have been the only similarity they shared. They hadn’t spoken properly in weeks and the only long conversation they’d had before that was about work. Things are getting stale and it looks like he doesn’t want to do anything to fix it, so what’s the point in worrying? New identity, new life.

When she looked up after packing her thoughts away, she noticed that she was already outside of the castle. She was looking out over the small settlement, with it’s sturdy wooden houses and open farmland with fresh eyes, both metaphorically and literally. It looked both duller and brighter at the same time.

She took one look back at her new wings and flapped them experimentally, they didn’t feel any less sturdy than her old wings, in fact, they felt a little better. Vermillion stepped closer to the rope bridge that crossed the gorge into the village proper. The drop was long and the bottom was covered in a fine mist that blocked all attempts at finding out what was down there, if there was indeed anything there at all.

Vermillion smirked wickedly, a fact made all the more obvious by the fangs visible in her smile. Local pegasi were told to stay away from the gorge because of the sharp rocks and narrow pathways hindering flight, but Vermillion decided that it was the perfect test for her new wings.

She spread her wings wide and stepped as close to the edge as she could. At its widest, it was around ten metres, but thinned to as little as three metres in places. Flying through it would require precision, too much sway and a pony could find herself smashed against the wall.

Without hesitation, she dived, freefalling for several metres before opening her wings and letting the wind flow around them. They felt more aerodynamic than her old wings, they just seemed to cut through the wind like it was nothing. The mist was racing towards her, so she turned her body and pulled up, skimming across the surface of the mist as she flew down the length of the gorge. It seemed a lot wider down at the bottom of the gorge, so Vermillion flapped hard and flew into the middle, where the width seemed to fluctuate rapidly.

It was a lot darker down here than it was topside, so Vermillion risked opening her secondary eyelids when she got to a much wider section of the gorge. When she wasn’t immediately blinded into submission, Vermillion smiled widely as she took in her surroundings. Every detail of the rock wall seemed to light up and jump out at her, it was as if she had never really been seeing before and this was the real world being shown to her right now. As she approached a narrow section, she turned her body to avoid a thin, well camouflaged spike jutting out of the rock face that she was sure she would have never noticed before.

It was wonderful. She could take in every detail of the upcoming narrow points and work out how to perfectly avoid each one with as little effort as possible. Her wings reacted to the slightest movement, following orders from her brain almost quicker than her muscles could react to them. But alas, the gorge eventually thinned out into a complete end and she was forced to pull up and out before becoming a thestral pancake. Vermillion almost forgot about her eyelids and quickly shut her eyes, hovering in place while she closed her secondaries. Doing that on the fly was still something she was unable to get the hang of.

Vermillion flew high up above the trees where she had emerged from the gorge. She could see the castle in the near distance so she hadn’t gone too far, but it would still be a fair few minutes getting back. She started to flap hard, but her wings protested, ‘perhaps it was a little unwise to push them so hard after just waking up.’

She sighed and took off at a slow pace, riding the air currents back home.

Her apartment was modest, but functional. While it was only a small, one room living space with a public bathroom down the hall, it was all hers. Early on in the construction of the new Everfree city, housing was built for the busy guard keeping the forest at bay, allowing a surprising amount of privacy for them. Thankfully for her, she was not in the recruit or private’s housing which was basically a military barracks. Nope, thanks to being a lieutenant, she had her own little place to call home. It contained everything she needed and had just enough free space to rest in.

Vermillion however, had spent most of her time since coming back, looking in the full length mirror next to her bed. She inspected her reflection meticulously, going over every last little aspect of her new body. The curtains had been closed to block out as much light as possible so she could use her night eyes to truly look at how she had been changed.

It was certainly weird at first, coming to terms with the fact that the pony in the mirror was in fact her, but the shock was short lived. She looked good, better than she ever had. It was hard not to feel intoxicated by the newfound power she seemed to radiate. And her eyes, she could lose herself for hours in her own eyes, she couldn’t believe how lucky she was to own such beautiful specimens.

‘Woah.... I should calm down... Let’s not get ahead of ourselves, shall we?’ Vermillion stepped away from the mirror quickly and made her way to the other room, where she kept her cooking supplies. She poured herself a small drink and sat down, trying her best to cool off. She thought about the things Princess Luna had told her, about trying to adjust to her new body. She had said that careful experimentation was good, but that it was unwise to go too far. ‘The Princess also said I should choose a new name for myself, to differentiate between the old me and the new me.’

Vermillion took another sip of her drink and thought. ‘It’s already hard for me to see the pony in the mirror as being me. If I start differentiating between the old me and the new me, will I lose the old part of me forever?’ She looked up and caught a glimpse of herself in the mirror. ‘And if I do lose it, will I even care?’

She finished her drink and got back to her hooves, finding herself walking to the mirror again, it’s pull almost magnetic. “Nobody really cares about the old me anyway, the new me is much better.” She stared at her reflection once more, eyes half-lidded. “Nobody would prefer the old me anyway, not when they could have this.”

Vermillion looked down in alarm as she heard and felt a rumbling, but it was just her stomach. Although it sounded angry, her appetite had not fully returned to her. ‘I actually can’t remember the last time I ate. No wonder.’

“Don’t worry, girl, I’ll get you some nice veggies.” She rooted around in a few cupboards, but all she could find were spoiled, and in some cases rotted, remains of what used to be veggies.

“Hmm... well, I was away for about a week. Guess I’ll go to Julienne’s for a meal.” Without further ado, Vermillion left her small apartment and headed towards the centre of town, a large open space cut into the forest when the Everfree colony first settled there. Of course, ever since then, smaller clearings have been made to take population growth into account and it had evolved into a little village all of it’s own. The original clearing, colloquially known as ‘the village square’, still held all of the amenities however.

The forest had never made it easy for them to settle. Small trees would sprout where you least expected them to, in fact, the town had a dedicated lumberjack force solely focused on that exact problem. Her ex-fellows in the guard took care of any issues raised by the wildlife in the guard, although Luna’s presence generally kept them away, so it wasn’t too much of a problem. Still, now and again, some of the more reckless, and most likely starving, timberwolves still tried their luck to snatch a pony.

The village square had been converted from a predominantly residential area to something more akin to the markets that once dominated a small square of Canterlot. Trade had dwindled back in the capital because of the Great Chaos and the markets became an impromptu slum for anypony who had lost their home.

In the relative peace of the Everfree however, a small semblance of trade had bloomed in the village square between the residents and eventually grew into what it was today. You could buy food, check out some entertainment if one of the artistically inclined ponies had something to show, but most of all, you could talk. The village square was never lacking for a friendly face.

When Vermillion finally made it into the square, she could immediately sense the reaction that her appearance had caused. It wasn’t often one would see a thestral casually strolling about during the day after all. She looked blankly at the ponies around her, the ones that had stopped what they were doing to look at her, the ones who kept walking but kept an eye on her from the corner of their eyes, the ones who were pretending to not notice and she smiled a new, toothy grin.

‘All eyes on me.’

She strode confidently across the square, the cocky grin not fading from her face. In the distance she saw a mother sheltering her foal and rushing them both away. She laughed.

Julienne’s was just up ahead, a moderately sized wooden shack held the kitchen and the serving counter with an expansive seating area spread out from there. It was the most popular restaurant in the Everfree for a good reason. The proprietor, Julienne, was a master chef. She could do things with a knife that would make the blademaster up at the castle jealous.

When she had the time and the money, she would often find herself here for lunch back when she was a lowly pegasus. The restaurant was usually bustling with customers, but today it seemed quieter than usual. It was a shame really, she wouldn’t have minded waiting for her food if she could show off a little more.

Mercifully, for her stomach at least, the counter was empty and she waltzed straight up and asked for a Julienne special. It was a thinly sliced platter of a variety of vegetables, perfect for snacking on in the afternoon. The young mare at the counter looked half fascinated, half terrified when Vermillion gave her the money, it was really rather delicious. She shot the mare a steamy look before leaving to sit at a nearby table.

Her order made it to her table in short order, the waitress barely staying long enough to thank her for her patronage. The meal looked good, the reds of the tomatoes and peppers and the orange of the carrots standing out nicely against the sea of green. She picked at a piece of cucumber, expecting the crunchy moistness to hit the spot, but she didn’t feel it. She chewed until it was pulp and she swallowed, yet nothing. It was bland and tasteless.

She tried a carrot, then some lettuce, then some cauliflower, but nothing. Not even the juice of a cherry tomato or the tang of a bell pepper could sate her. It left her feeling empty and her mood suffered for it. Vermillion didn’t bother trying to finish the meal, she just got up and walked away, her gaze in the distance at the trees she knew were obscuring the Princess’ castle from view.

Kicking up her new wings, she took flight and was up over the trees before the waitress clearing up leftover dishes could wonder what had happened.

The castle was busy when she arrived, cleaners were sweeping every inch of the grand hall, rushing past with bundles of clothing to wash or just passing through to other parts of the castle. They didn’t even flinch when Vermillion walked through the front doors, scowling menacingly. In fact, they barely regarded her with a ‘hello’ when she passed.

Vermillion was about to demand that one of the cleaners reveal where the princess was when something suddenly hit her nostrils. She turned almost magnetically to the hallway on the left side of the room. It was the most heavenly thing she had smelled in a long time, but she couldn’t place it. The smell just was.

She started down the hallway and passed another cleaner, although this one was rushing hurriedly away with her nose wrinkled, a look of plain disgust on her face. Vermillion didn’t understand it, the smell was only intensifying the more she walked down the corridor. It was impossible to tire of the smell, it filled her head and she could almost taste it on her tongue although it only managed to set her drooling like a common dog.

The smell lead her up a circular staircase at the end of the hallway that went up to the western castle tower, but why it was emanating a heavenly odour, she couldn’t figure out. About halfway up a sound joined the smell, a persistent hissing noise that got louder as she walked.

When she finally reached the top, she blinked her eyes a few times at the sudden increase in brightness. From what she remembered, the western tower was used as an observatory and so had several large windows to gaze at the stars through, it was the middle of the day however, so they merely let in an exorbitant amount of light.

“So nice of you to join me.” It was the voice she had grown so used to surprising her. Princess Luna was smiling at her from across the small room, levitating a spatula. The large slab of metal sat in front of her seemed to be the thing creating the hiss, although why she was heating it with a flame and what the poor white things on top of it were, she had no idea.

“I thought you’d be quite hungry, so I prepared you a special meal.” The Princess flipped the little white things with the spatula and left them to sizzle. “Sit with me.”

Vermillion walked over cautiously, the princess had been somewhat difficult to read ever since she had awoken. She was obedient to the end however, so she sat by the side of her princess and awaited further orders. It was really hard to ignore the smell she had been following, but she tried to keep her head clear. “This is actually why I came to find you. I’ve just gone to eat at a nearby restaurant and I left feeling unfulfilled, the vegetables just didn’t taste like anything.”

The Princess merely smiled again, her soft expression made it seem like things were going to be okay. “Of course, I anticipated this. That’s why I’m cooking you an alternative.”

“An alternative?”

“To the fruit, vegetables and grains that normal ponies eat.”

Vermillion glanced at the white things still sizzling away. “And that’s what those things are?”

The princess’ horn alit, but Vermillion couldn’t see what she was doing. “Yes, now close your eyes now, I want you to experience this properly.” Vermillion did what she was told and immediately felt a thin strip of cloth fall over her closed eyes. The princess was blindfolding her. “When one sense is taken away, the others will heighten to compensate. Blind ponies often have excellent hearing for instance, it’s also why you tend to hear every creak and moan of your house when you’re asleep. What I want from you now is to experience this food fully, how it smells and how it tastes when it hits your tongue, try to feel everything through your other senses.”

It was strange, to sit there unaware of her surroundings, she had only the gentle hoof of Princess Luna on her shoulder to give her a sense of being.

“Now be careful, the food is hot.”

The moment it hit her tongue, she winced, it was indeed hot, but even the briefest of moments was enough to tell her that the juices dripping off the piece of food were heaven. It was beyond anything she had ever tasted before.

“Now chew, it might be a little tough, but that’s what your new teeth are for.”

The piece of food was still really hot, but her mouth had gotten used to it, in fact, she didn’t even care if it burned her. To taste this food even one more time she would happily allow herself to get burned. Vermillion let the food roll around her mouth for a few seconds, savouring the juices, then she got it between her teeth and chewed, feeling it split before her new teeth, easily coming apart and releasing a flood of new flavour. The texture was a little tough, but it wasn’t too much to handle, even though it took more chewing than she was used to. When she swallowed, she could feel her whole body shiver. “I-It’s delicious...”

“I knew you’d like it.”The Princess sounded a little happier when she said this, Vermillion could even detect the hint of a smile in her voice. “Do you want some more? I have plenty.”

Vermillion nodded her head vigorously for lack of the ability to vocalise anything at the moment. She was almost helpless, a little filly opening her mouth on command and letting herself get fed. She would chew happily and when she was finished, expectantly hold out her her tongue for the next bite. Every now and then, the princess would let out a little noise or quiet sound that Vermillion couldn’t place, but she couldn’t think clearly right now, not on what she was doing or how she might be inconveniencing the princess. All that existed were the little chunks of nirvana being fed to her.

“There’s no more I’m afraid. You’ve eaten it all.”

The blindfold fell from her eyes and she opened up her primary eyelids to see for herself. The griddle was bare except for the sticky remains of burned food.

“How was it?” Vermillion had almost forgotten that the princess was even there, but she sounded calm and even quite happy.

“I...” She seemed at a loss for words, “I feel beyond satisfied. What in Equestria was that?”

“That, was chicken meat.” The pronouncement seemed to hang in the air whilst Vermillion both mentally and literally digested it.

“Th-That was... a chicken?” Her eyes went wide, the brilliantly yellow irises gleaming with a few stray tears. “I ate... a chicken?” She wanted to throw up, to get rid of the food she had so willingly ingested, but her body was too full, too satisfied to bother listening. Even her own mind was working against her, telling her that there was nothing to worry about. Her inner pony, the old part known as Vermillion was disgusted, but her overwhelming new persona didn’t bat an eye and she slowly found herself calming down.

The princess had seemingly been waiting for this to happen, she greeted Vermillion with one of her signature calming smiles. “Have you calmed down?”

“Let me guess.” Her inner pony was shocked at how level headed she sounded, “This happens to everypony their first time. Not surprising, really.”

“Yes...” the princess looked oddly nostalgic. “In the distant past, I let thestrals discover meat on their own, but their old pony personas often couldn’t handle the urges and they went out of control. I’ve had to change up practices and handle things myself for a long time. It’s a lot safer this way, it’s a little less difficult to ease into the transition. You took it oddly well, though.”

“I’ve been differentiating myself from my old persona since this morning, maybe it helped.” Vermillion looked into the princess’ eyes and saw a gleam of pride.

“Does that mean you came up with a new name for yourself?” The princess set about clearing away the cooking equipment with her magic. Despite this being an observatory tower, the equipment seemed to have it’s own place amongst the books and telescopes, which seemed rather odd.

Vermillion thought for a moment and shook her head. “I’m terrible at coming up with names, I don’t want to end up choosing something stupidly pretentious.” She scuffed a hoof against the ground and blushed lightly. “But... seeing as you were the one to bring the new me into this world, I wouldn’t mind if you were to choose one for me.”

Princess Luna raised an eyebrow, looking slightly taken aback. “Usually my thestrals are happy to choose their own names. In fact, I started the tradition because new thestrals often wanted to change their names themselves. Are you really sure?”

“Please, Princess.” She bowed politely before the alicorn, not raising her head. “I am yours, now and forever. I will accept whatever you desire to name me.”

Princess Luna smiled mischievously. “With an offer like that I’m finding it quite hard not to have a little fun, but I like to think of myself as a pony of honor, so true to your earlier statement I will not go overboard. I think I shall merely tweak it a little. Vermillion itself is a shade of red is it not? How does Scarlet sound?”

The thestral raised her head, a wide grin on her face. “Whatever my princess desires.”

Chapter 4: Character Building

Winter dragged himself out of the forest and into town. Ponies stared as he walked wearily up to the castle.

It wasn’t surprising that he wasn’t recognized right away, he had never been much for socializing even before Luna had transported him and many others into the forest all those years ago. Still, he was garnering enough attention to make him uncomfortable; after all, it wasn’t every day a random pony came into town from the Everfree.

There was not much trade with the rest of Equestria here, so far from Canterlot, but now and again a merchant would brave the shroud of the forest to see what he could find. It was becoming common knowledge to the recovering world that there was civilization here. Still, ponies spread throughout the forest by Luna had been here long enough to establish a decent trade and market system for themselves.

The town consisted of mostly small cabins situated circularly around the castle. There were only a few businesses located outside the walls. A blacksmith was set apart from the rest of the houses, the nearest building being a small bar where many of the ponies on the south side of town communed regularly. Within a stone’s throw of both was the main market where any and all goods were bought, sold, or bartered for among the ponies of the Everfree.

It was the old capital of Equestria, Luna had told them. However, the only thing left standing when they arrived was that castle, jutting out of the forest like a relic long forgotten. Luna identified it as being the home she and her sister used to live in, a long, long time ago. Now, it was a much needed centerpiece for the growing town. While it may not look like much, ponies were beginning to revitalize the dank hallways and bring life back into the walls. Already, just with their presence, it had become an awe inspiring sight and could, possibly soon, rival Canterlot.

Almost everypony here had grown up together from colts and fillies; under Luna’s guidance they had thrived and come to trust each other with their lives. Winter thought that, perhaps, he should spend more time with his fellow ponies. But those thoughts were trivial and unimportant right now. He needed to get to the castle and report to Luna what he had learned, and the bad news.

Winter ran into a hoof held to his chest. He blinked hazily up into the eyes of one of Luna’s thestrals. She had a slight grin on her face as she observed him. Funny, they were usually quite stoic when interacting with others on patrol.

“I... Princess Luna... Please.” He mumbled.

“Woah, slow down there champ! Equestrian, not gibberish,” the thestral laughed.

Winter blinked a couple times and shook his head. “I need to see Princess Luna right away.”

The mare waggled her eyebrows as she spoke. “Yes I’m sure you do, Winter.”

“Do I know you?”

She smirked. “Maybe.”

Winter gave her a quizzical look. “Well, do you know me?”

“Please,” the mare scoffed. “What kind of guard would I be if I didn’t know who you were? C’mon.” She offered a supportive body and directed him towards the castle.

Luna’s voice rang commandingly across the throne room. “Leave us,” she said, descending quickly from her throne.

The thestral bowed and glanced at Winter as she took her leave.

Winter smiled through his exhaustion as he looked upon his princess. She was certainly a sight to behold. From her demeanor alone he felt a calm wash over him, a confidence and trust that he found nowhere else. This was a leader he could follow anywhere, a leader he could lay his life at their hooves and feel confident they would not abuse it.

He sat back on his haunches as he bowed. Luna approached him quickly and pulled him out of his bow.

“Winter, what has happened?” she asked, her eyes searching his.

He took a moment to collect himself. “Sombra knew we were there somehow. I don’t think he knew from the start, and I think we gathered some good information. But...” Winter trailed off and closed his eyes. He took a deep breath and started again. “But I lost my partner, Pearly -the changeling- gave her life so I could make a run for it.”

Luna bit her lip and frowned, but she motioned for him to continue.

“I didn’t have much time to figure out what the changeling figured out. But, near as I can tell, Sombra is trying to come up with something opposite to the Elements of Harmony. He has six ponies gathered who seem to embody the elements in some shape or form, maybe oppositely? I am not sure. But, our changeling was certain Sombra had plans with these... these alter elements and the Crystal Heart. She overheard things about the heart ‘not being ready’ though.

“It also seems there are missions for there to be spies placed throughout Equestria’s cities. The Everfree Forest was not mentioned though, I know that much. But they are certainly gauging fighting strength and any mobilization. I wouldn’t be surprised if they are intending to make some kind of move on Equestria. It seems you were right about Sombra, Princess,” he finished tiredly.

Luna was silent for only a moment before nodding. “I am glad you made it back, of course, Winter; and we must discuss this matter further. But first, you need rest. I want you to go find yourself food and a bed. Return when you have recuperated.”

Getting to his feet Winter bowed again. With a smile Luna sent him on his way. “Oh,” she added, causing Winter to pause. “Please send the guard outside back in. The one who brought you in. If you will, I would appreciate if you waited for her to return and escort you to your rooms. You are very tired, it would be unbecoming to find yourself collapsed in a hallway somewhere.”

Winter tried not to stumble as he left. Once outside, he sent his escort into the throne room before dropping tiredly against the heavy oak doors.

“Well then,” Luna said, motioning for Scarlet to come closer, “It seems that things are just as I feared in the north.” The midnight blue alicorn sighed and dropped her regal pose. “This really couldn’t have come at a worse time.”

Scarlet prostrated herself by the throne, looking up at her princess. “Technically speaking, Equestria is at it’s weakest right now. It’s a sound tactic... If you don’t mind me saying, Princess.”

“No no, you’re right.” Luna sighed again. “I had hoped for a little more time though. I don’t quite have a concrete counter strategy in place yet. In the meantime, make sure your friend gets some rest, I know he’s far too proud to admit how exhausted he is, but his mission has obviously worn him out both physically and emotionally.”

Scarlet saluted, smiling mischievously, “You can count on me, Princess. I know how that idiot can be sometimes.” She turned to leave, but the princess called her attention. Luna was sitting up again and giving the thestral a searching glare.

“Judging by his reaction earlier, I take it that he hasn’t noticed your transformation yet. Do you plan to tell him?” Her expression was neutral, as if waiting for her response.

“Eventually, yes, but I was thinking about having a little fun with it for a while.” Scarlet had begun to grin, but she suppressed it. “Of course, if that’s okay with you, that is.”

The princess laughed loudly, “Oh, laughter really is the best medicine. By all means, have your fun, I doubt even I would be able to resist if I were in your position.”

Scarlet saluted one last time and galloped the length of the throne room, her leathery wings quivering with excitement.

Luna watched her go and the mirth fell from her face, the looming threat of King Sombra returned full force to her mind. She needed a plan and fast.

“Scarlet, wait a moment,” she called. A plan was already forming in her mind.

The thestral paused, then turned and approached her princess when she remained silent.

“Yes, your majesty?”

Luna opened her mouth, but it took her a moment to organize her thoughts. “If... How would you feel undertaking a mission with Winter? It would likely be covert and very dangerous.”

Scarlet blinked a few times. “What... you mean like, a date?”

“I... What?” Luna glanced at her quizzically. “No it...” She trailed off, eyeing her newest thestral with suspicion.

Luna began again, her tone serious. “Scarlet you will spend the next day or so deciding upon this. I shall endeavour to formulate a plan that you will follow when I summon you again.”

“If I say no, will Winter still be leaving?” Scarlet asked after a moment.

“It is very likely.”

Scarlet sighed theatrically, her eyes closed. “I suppose I’ll have to, won’t I? That idiot can’t even finish one mission without collapsing.”

“You can always stay here and patrol the gardens,” Luna quipped.

The muffled voices from inside the throne room had stopped and the loud echoing hoofsteps of the thestral guard could be heard steadily approaching. When the door opened, Winter stepped back to make it seem like he wasn’t eavesdropping, or indeed what he was actually doing, leaning on the door for support.

The thestral emerged from the throne room and stared at him, her look was unplaceable. Winter looked away and tried to find something else to think about. He was unsuccessful, just plain old wall as far as the eye could see.

“C’mon, you’re with me. Need to get you rested.”

Winter shrugged dismissively, “I don’t need you for that, I can get home all by myself.” As if to prove a point, he began a slow, but nonetheless wobbly, walk down the corridor. He could hear chuckling behind him as he made his slow bid for freedom.

“Well that’s all fine and good, and I’d like nothing more than to let you walk to your room all by your lonesome, but orders are orders, you know?” He felt a cold, metal shoe resting on his shoulder, but it didn’t feel very much like a comforting gesture. He soon found himself being
steered down the corridor by the thestral who was stronger than her wiry frame gave credit to.

After fighting with what little strength he had left (and losing) Winter found himself leaning on the thestral just to stay upright. It didn’t even come with the guilty pleasure of being up against a nice, warm mare. Her flank was clad almost entirely in armour. It was cold, hard and even pointy in places. ‘This is so embarrassing. I can’t remember feeling so pathetic.’

The pair made their way through the castle, following Winter’s directions, until finally they came to a nondescript door set in a plain corridor of endless grey.

“It’s a wonder you can find your way here all the time. There’s no way I could pick this door out of any other in this labyrinth.”

Winter smirked, “Maybe I’m just smarter than you are.” He laughed mirthlessly, only to find himself falling unceremoniously to the floor. The thestral had stepped away without him being ready to catch himself.

The thestral kicked open the door and looked down at him with a fake smile. “Well then, you can use that big ol’ brain of yours to figure out how you’re gonna get into your bed from the floor, I’ve done my job.” With that, the thestral walked away, whistling a cheery tune.

“Okay… I deserved that,” Winter mumbled to himself. His muscles ached and burned but he didn’t really have much of a choice anymore. He slowly crawled into his room and kicked the door closed behind him. He’d rather not have anyone looking in at him right now. With a herculean effort, or so it seemed to him, he managed to pull himself onto the small bed, where he fussed around with the blankets until he could get them over himself.

After how much luck he’d been having today, he half expected to find himself painfully awake, but it seemed he really had expended all of his energy. He fell asleep almost instantly. While he did acknowledge the thestral closing his door, he would not remember it when he woke.

Sleep, Scarlet realized, was something that she was quickly having a hard time accomplishing at night. Or, was it just because she was stuck waiting for Winter to wake up? Either way, she was bored and quite frustratingly, not tired.

Winter had been in bed for the past... What? Sixteen hours? She had tried to sleep some herself, but six hours was really pushing it for a nap, especially after having gotten a full day of sleep. It didn’t help that a niggling feeling had arisen in her stomach once again. One, she knew now, wouldn’t be satisfied by a mere salad.

Maybe she should go find some food? Or, maybe she should wait for Winter, that way she wouldn’t have to sit and watch him eat. Or maybe she should eat him.

Scarlet banged her head against the wall. Where the hell did that come from? Why had Luna made her do this again? Ugh, missions schmissions, this was boring! Whatever, surely he had enough rest by now?

Unable to wait any longer, Scarlet pushed the door to Winter’s room open quietly. It was then she realized how dark it was in the hallway. No light poured into the room and onto the bed, reminding her that she was getting used to transitioning between her new eyelids much easier than she anticipated.

She crept closer, trying to decide if waking him was a good thing or not. She froze as she watched a hoof move up and rub the muzzle sticking out of the blankets. Then, the unicorn rolled over with a soft sigh and continued breathing slowly.

He was awake, or near enough. Drifting in that pleasant state of comfortable dozing that Scarlet knew all too well. She grinned wickedly. Well, since he was already “awake”, she might as well haul him off to eat with her!

She took to the air, marveling at the lack of rustling from her leathery wings. Positioning herself over the bed, she closed her wings.

“HIYAAA!” She cried, dropping all four hooves around the unicorn. Pinning him under his sheets.

Winter jerked violently, trying to remove his blankets while still half asleep. He tried to shout something, but even Scarlet couldn’t make out what it was. She giggled mischievously and jumped off the bed.

“Get up, Winter,” she snickered. “It’s lunch time!”

She trotted out of the bedroom and stood in the corridor outside. He would get up, at the very least to tell her he wasn’t coming. Winter always had been odd with his manners even back when they were kids. If memory paid off, he would be out in three. Two. One...

The door banged open. A rather bedraggled Winter leaned out and hissed, “It’s after midnight, are you insane?”

Scarlet laughed. “You’ve been asleep longer than a bear in hibernation! It’s time to get some food!”

Winter narrowed his eyes at her. Then, he opened his mouth to protest, but a low rumble from his stomach spoke for the both of them.

“Fine,” he groused. “Give me a second.”

Winter disappeared back into his room. Scarlet smirked, the grumpy unicorn hadn’t changed one bit.

Scarlet bounced on her hooves as she waited for him to return. She was not disappointed with his timing, barely a minute passed before he reopened the door and stepped out. It seemed he had straightened his mane and put on saddlebags. Scarlet wondered what were in them, they didn’t look that full.

“Alright, lets go,” he said, still not fully awake.

“I hear there’s a new grill house for bat ponies here in town!” Scarlet said excitedly. “I bet they serve salad too though.”

Winter grimaced in her direction. “The palace food not good enough for you?”

Scarlet scowled. “Pfft, of course not. They never give you the good stuff when you just walk into the kitchens. Trust me, I know.”

Winter was silent for a little. They exited the palace and passed through the gates. Another minute passed as they walked deeper into town. Then, he asked, “You got bits for this?”

Scarlet cast an appraising look back at her armored flank, then turned to stare dramatically at Winter’s saddlebags. “Nope!”

“I guess we don’t have to pay to eat here then?”

“No it’s not free. At least, I don’t think it is,” Scarlet mused. “Pretty sure they’re a private business. Still run by a couple of bat p-, thestrals, though...” Winter raised an eyebrow and she clarified, “well, old thestrals... But, it’s alright, I brought you along for a reason you know.”

Winter let out an exasperated breath. “You sure remind me of somepony I used to know.”

“Oh?”

“Yep.”

Scarlet waited for him to expound, but he said nothing. She jumped in front of him. “Who? Who? Tell me!”

Winter continued walking, ignoring her pleas. Scarlet finally fell back into step beside him with a pout.

“You’d make a terrible friend, you know that?” she quipped. “I bet that somepony left once they figured that out huh?”

She laughed as Winter slouched and grunted. She had missed this, had forgotten how easy it was to push his buttons, and how fun it was. Emboldened by her hidden identity, she pounced in front of him again.

“It wasn’t a special somepony was it?” she said in mock horror.

Winter stopped and narrowed his eyes at her. “You know for somepony supposed to be in the guard, you act more flippant than a little filly.”

Scarlet scoffed. “Pfft, fine, I can be stoic. Here, watch!”

She marched over and stood slightly to the right, and behind Winter. Then stomped after him once he started moving again, eliciting an eyeroll from the stallion. They continued walking for quite a while, Scarlet not once deviating from her position. She almost let out a snicker at his lost pace, but she managed to hold it in.

It wasn’t until Winter finally stopped at the edge of town that he turned and looked back at her. “So where was this place you wanted to eat?”

“Back near the palace, sir,” she replied stoically, not looking at him.

Winter groaned. “You’ve got to be kidding. Why did you just let us walk all the way out here?”

“I was just doing my job, sir. Being a boring, stoic and completely unhelpful guard. Just like you asked.”

“You’re impossible,” he grumbled. “Fine, take us back, and you can stop stomping around.”

“Yay!” Scarlet cheered. “You know just how to make a lady feel happy again!” She caught Winter up in a bear hug, squeezing him against her armor.

“You definitely remind me of somepony,” he gasped.

They had finally made it to the restaurant. It was filled mostly with bat ponies eating various types of cooked meat, maybe fruit or a salad here and there. The lighting and mood was dark, but Winter had expected that, at least it wasn’t oppressive or sinister. Still, what surprised him the most was all the smoke. He supposed that was what happened when you grilled something, but it was such an unusual atmosphere for a pony who didn’t eat meat.

Which brought him to the smell... It was certainly a unique odor. He had expected to smell blood, raw flesh, or something equally foul. But, the scents of thyme, sage, parsley and other unidentifiable odors wafted through his nostrils, making his stomach growl expectantly. While he could identify some of the herbs used in the cooking, his mind was telling him there was something off. Indeed, when he observed a waitress carrying out a meal, he saw an unusual gastrique dousing a steak with the blackened herbs on top.

Still, despite that uniqueness, it was not appetizing to the unicorn. He felt his stomach clench uncomfortably as his nose identified traces of things it was interested in. But then, what his eyes saw quickly changed his mind about how hungry he really was. He couldn’t decide if he wanted to get up and leave, or actually--.

A nearby voice broke him out of his reverie. “... And then Princess Luna fed me chicken for the first time! Can you believe it? The princess, feeding me! And oooh Celestia was it good!” Scarlet waved her hooves wildly in gesticulation.

Winter ignored her, instead looking towards the kitchen. “They sure are taking forever to get us our food.”

“Well duh, they’ve gotta cook it first!”

“They don’t need to cook my salad.”

Scarlet smirked. “Maybe they are waiting to bring it out at once. They probably realize you wouldn’t have the self control to wait ‘till the mare got her food.”

Looking at her again, Winter examined her face. Bat ponies were all the same to him; he didn’t know where to start in picking out defining features. None of the telltale signs of what he would look for in a normal pony were there. Once again, his mind grasped at the unlikely before he could shove it away.

Saying nothing, Winter sat back and waited for the cooks to bring out their meal. Scarlet rambled on, telling him every detail of her past week. It must be pretty exciting for her, it wasn’t hard for him to tell she had been newly integrated into the world of “thestrals”. Still, she could have at least told him about things she had done before the event.

Finally the food was brought out. Winter watched in horrified fascination as a steak was placed in front of the mare, almost missing his own salad being placed in front of his muzzle. He knew enough about the wildlife in the Everfree to know there was plenty of non-sentient life there... But who knew where this meat came from?

For her part, Scarlet stared at the steak in nearly the same manner. Had it only been... a week-ish since she would have gagged at this? Right now, her taste buds were watering from just the smell wafting through her nostrils. She knew it would taste good, she knew her body would like it. But, the rest of her mind wasn’t in agreement.

She pushed the plate back slightly and brought a hoof up to her mouth. Winter watched as she sat, clearly conflicted, starting at the meat. He could see the hungry look in her eye, but at the same time, her body language told him she wasn’t so sure.

“You alright?” Winter asked gently.

Scarlet glanced up at him and gave a nervous chuckle. She pulled the plate back towards her and picked up a knife. “Yea... I’m... I’m good.” She gave another half hearted laugh. “It’s still new, ya know?”

Winter snorted. “No, I don’t think I do. My body isn’t agreeing with these smells, at least you are comfortable here.”

“I...” Scarlet glanced around. “I’ve not eaten any meat since my first day with Princess Luna. I’ve been too afraid to come here on my own.” She looked back at Winter. “Thank you for coming. We can leave as soon as we’re done.”

Invigorated by her own words, Scarlet dug into her food. Winter watched as she groaned around her food, her eyes rolling back in her head.

“It’s so good! Ugh! It feels so weird, and wrong... But I love it!” she said around the meat.

A grumble from Winter’s stomach made him tear his eyes away from the bat pony and focus on his own food. He dug in quickly, as hungry as he was, bat ponies eating meat all around him wasn’t enough to put him off. Not this time, not with a mound of edible greens taunting him with the knowledge that he hadn’t eaten for the past day.

They ate in silence. Well, relatively, Scarlet was rather noisy. But, it didn’t take them long to both devour their meals and Winter to pay the bill. They wasted no time sitting at their table, quickly taking their leave of the smoky atmosphere.

For his part, Winter was feeling pretty good. Despite the odd smells, his stomach had received the salad readily and was now pleasantly full. He was still tired, but he had enough energy to stay up if he took it easy.

Heading back, they passed a few patrols of night guards, but otherwise the streets were as dead as they had been an hour ago. There were no lights on the street, but the moon still shone bright enough for even Winter to see. He estimated it was still a few hours until dawn. Luna would still be awake, now would be a good time to go discuss his report, if she was available.