During the first snowstorm of the winter season, late in the winter of Octavia's life, and set in the slums of Canterlot, our aging musical mare is composing her final Symphony. As the clock approaches midnight the lovely alicorn 'Fate' and her earth pony son 'Twist' emerge from the wall telling informing her that this will be her final night.

Enter Mephistopheles, a dark draconequuis, who has come to collect Octavia's soul. When at the last second the draconequuis offers her another option, to hand over all her work, present and past, in exchange for her soul.