After Midnight

by Nebula Star

Rating: teen
Tags: My Little Pony: Friendship is Magic, Dark, Alternate Universe, Changelings, Original Character, Queen Chrysalis, Adventure
Length: 69747

After centuries of chaos, Equestria finally has a chance to recover only for a small dragoness to bring dire news: The world itself is dying.

After over a thousand years suffering under the rule of Discord and Nightmare Moon, the defeat of the immortal tyrants was like a dream. A dream that soon became a greater nightmare; for Midnight Star was no savior, and they soon knew greater suffering than ever before.

Even when the Empress's mysterious death renews the dream of restoring Equestria to the paradise it had once been, it doesn't last long. A small dragoness appears with dire news: The world itself is dying.

This is a prequel to Midnight Star. Reading Midnight Star first is not required.

Published 2014-02-01 02:10:03 UTC
Last updated 2015-03-19 01:54:21 UTC

Prologue: Rise of the Empress

Author's Note

So a couple quick notes. This story is very loosely connected to my Midnight Star series. However it is its own story and the Midnight Star stories are definitely not prerequisite. Midnight does appear in this story and in some ways this could be considered a prequel if anything.

Also periodically I will provide a link to music that inspired certain scenes. All instrumental and from the fandom. Credit for all music linked of course goes to their respective amazing artists and I'd encourage everybody to check out the other music of each artist.

Anyways, hope you enjoy.

Prologue: Rise of the Empress

After Midnight
By Nebula Star

Part 1: The Darkest Night
***
Prologue: Rise of the Empress
***

With a scream of agony, a pitch black alicorn collapsed at the base of a stone statue after another failed attempt to stand. Her night-blue armor was battered and broken. One wing was completely gone, sheered off by a spell of terrible power; blood was running down her side from the stump that remained. Her right fore-leg was bent at an odd angle under her, quite clearly broken. Cuts and burns littered her body. Her mane and tail, normally nebulous clouds of energy, had returned to their original form of regal purple hair which was tangled and matted with sweat and blood. All of her magic was gone, drained completely during the battle.

She heard hoofsteps approaching.

Desperately she tried to scramble to her hooves despite her broken leg. She only succeeded in causing herself more pain. Still, her fear drove her to cause herself more and more pain as she tried to escape.

Fear. She hated being afraid. The shame of her cowardice made her sick. She was Nightmare Moon! She was suppose to inspire fear in others, but for the last few hundred years it had been her living in fear.

Her fear of Discord had caused her to live practically as his slave. She'd only ever wanted eternal night, wanted ponies to see her beautiful sky; but for centuries she'd been forced to serve Discord, with no choice but to do his bidding or suffer his wrath. The punishments he'd inflicted on her had been mild, almost comical, if humiliating. At first. But over the years Discord had grown bored of his childish pranks. He had turned darker; his chaos more terrifying, his punishments more... severe.

She'd lived most of her life in fear. She hated it; hated herself for her cowardice; hated living in fear. And now here she was, cowering again.

A purple hoof came down right in front of her face causing the ground to crack open and emerald flames erupted from the fissures. Her attempts to get away forgotten, she slowly raised her head to look up at the unicorn standing over her, terror sending a shiver down her spine.

It was impossible. She was an alicorn; an immortal! She had the power to move the sun and the moon, she was more powerful than even Celestia! She had defeated her sister and banished her to the sun a thousand years ago. True Discord had aided her in the conquest, but she could have defeated Celestia on her own. So how could this unicorn; this mere unicorn; be more powerful than her!? How had she found herself at a unicorn's mercy!?

The unicorn looked back with burning red eyes; her head cocked oddly to one side, grinning with obvious insanity. She laughed manically as she looked down at the once mighty alicorn.

“Who are you?” Nightmare Moon gasped; her breath shuddering and her voice barely more than a whisper.

The unicorn's laughter cut off suddenly. Her horn glowed and a sword materialized in the air next to her. Darkened blue steel; the blade was covered in threatening patterns of blood red. Without warning it flashed through the air toward Nightmare Moon's neck.

She flinched, but couldn't get away. Her eyes closed, expecting the end.

It didn't come.

Slowly she opened her eyes again and found herself looking down the length of the deadly blade. The unicorn leaned closer to her, until their horns almost touched. Hatred and insanity burned in her eyes as she looked down at her victim.

“You want to know my name?” She said softly, her sword blade lifting Nightmare Moon's chin, forcing her to look into those terrifying eyes. “My name is Midnight Star!”

She cocked her head to the other side. “And you...” Her expression darkened, anger and hatred wiping away her amused grin. “You're just a memory!”

Nightmare Moon's eyes widened as the sword plunged into her side and with her final breath, she screamed in pain. Her body exploded into a shadowy cloud as her scream echoed through the ruins of the great city. A cloud that then faded, vanishing into nothing, leaving Midnight Star standing alone before the statue.

She grinned wickedly as she looked up at the stone sculpture. It was an odd thing; depicting a creature with a long sinuous body, that was seemingly made up of random animal parts.

“Well, now that she's out of the way. It's your turn, Discord,” she said to the inanimate draconequus. “I could leave you like this, but I know that, eventually, you would escape.” She cocked her head again. “I also know that simply breaking you won't kill you. It's very hard to kill a spirit being after all. I don't even know if you can actually die in a traditional sense.”

She smiled. “Luckily I know just what to do... after all, even you can't survive when your soul is completely erased from this plane of existence.”

With that her horn glowed brightly as she cast a spell. A spell of her own design and requiring incredible power. Power that was at her disposal. She poured more and more of her magic into the spell, drawing on the chaos of her tortured soul as well as her own extraordinary power. The aura around her horn grew brighter and brighter, sparks flying everywhere as a similar aura engulfed the Discord statue.

She began to laugh manically as she continued using her magic to bend the world to her will. The aura around the Statue grew darker becoming a black void. Then that void began to collapse, growing smaller and smaller by the second. The statue was crushed as the void continued constricting around it. Lightning arched from the edges of the void. It was a tear in the fabric of the universe itself. If left uncontrolled, the tear would expand and the universe itself would unravel. Midnight wasn't worried. Her magic was more than enough to maintain the rift.

Discord would be gone, gone for good.

The void continued to collapse. More and more lightning flashed out from the edges as the tear fought her control, trying to expand again. But she forced the tear to close and with one final flash of lightning the spirit of chaos was gone.

Midnight's laughter continued to echo across the ruined city. After over a thousand years, Discord's rule of Equestria had finally come to an end.

~~~

Once the lightning had calmed down a lone pegasus stared in awe at the unicorn standing among the ruins. He'd stayed behind when most of the rest of those remaining in Canterlot had run at the start of the battle. He'd witnessed some of it, seen the strange unicorn that had challenged Nightmare Moon and Discord; witnessed the death blow of Nightmare Moon, and the erasing of Discord.

He could hardly believe it. After a thousand years Equestria was free. Just who was this unicorn? Who was this great hero?

Flying in closer he saw her standing in front of the small crater where the statue of Discord had been, laughing.

Her coat was a deep purple. Her mane and tail a dark indigo that was almost black with red and purple stripes. Both were rather ragged looking. And her cutie mark, he saw, was a black six pointed star with five red stars surrounding it.

She was still laughing oddly, but she seemed completely uninjured. He shook his head in disbelief. She'd just fought the two most powerful beings known to ponydom and come away without even a scratch!

“You did it,” he said excitedly as he stopped to hover nearby. “You've saved us! Equestria is finally free!”

The unicorn looked up at him.

“I can't believe it! After a thousand years! Discord and Nightmare Moon's rule is finally at an end!” There were tears in his eyes. It was a day to remember. Maybe now Equestria could return to being the paradise that legend said it had once been.

She snorted. “All good things end,” she said and her horn lit up.

The pegasus felt himself slammed painfully to the ground and gasped as he was held there by her magic. He found himself looking up at her surprised while she looked down at him as if he were an insect. Fear began to creep into his heart as he looked into her eyes. There was no happiness there, no mercy. Only anger, hatred, pain, and bitterness were in those eyes.

She leaned in close to him, making him shrink back in fear.She's insane, he realized as he was forced to look directly into her eyes.

“Spread the word,” she said softly in a voice that sent a shiver down his spine. “These... happy times are at an end. From now on, all must bow before their Empress: Midnight Star.”

With that she used her magic to throw him into the air. He tumbled completely out of control for some distance before he finally managed to straiten out. Then, as if all the demons of Tartarus were after him, he flew, as fast as his wings could carry him.

~~~

In a distant land, a young dragoness raised her head. It was happening, just as she'd foreseen. She could feel it, magic was beginning to fracture. The stress was growing too great; the imbalance had gone too far. The world had a few years at most before magic would fail completely. The time had finally come.

Rising to her feet, she turned away from the ledge in front of the cave where she'd made her home and went back inside. She'd been preparing for this for most of her life. She'd traveled the world, learning all she could from all different nations, all different races. She'd even spent some time learning from the elusive changelings, though their magic was difficult to duplicate.

She shifted her feathered wings remembering her time with the changelings as she went deeper into her cave. The changeling hive, though cave-like, was always so humid inside, which was how they liked it. Herself; she preferred dry caves. Hers was small for a dragon's lair, but she was small herself, barely larger than the average pony. She'd never grow larger. She knew that now.

The cave was also very bare. She didn't have a hoard, and in fact she kept only a very few personal possessions. One of those she levitated with her magic as she walked through her sleeping chamber; a set of bags not unlike the saddle bags ponies often used. Hers however were made to fit just in front of her wings so they wouldn't interfere with flight.

She took the bags with her, deeper into the cave, beyond the parts she had made into her home. The cave became narrow and winding. In some places she could barely squeeze through, and others she had to crawl under a low hanging ceiling. Finally she reached a small chamber. It was a natural chamber of the cave, or so it appeared. Only she knew the secrets it held.

Positioning herself in the center of the chamber, she cast a spell she'd developed herself long ago after a great deal of trial and error. An array of glowing golden lines lit up across the floor of the chamber as spells long dormant were brought back to life by the trigger spell she had cast. They continued to spread until nearly the entire floor was covered. At last several segments of the floor around her fell away forming a staircase spiraling downward into a darkness that was soon dispelled as light enchantments activated.

She took the stairs down without hesitation. The chamber they led to was small; she had carved it out with her magic some time before to safeguard the greatest treasure she had ever acquired. A pedestal stood toward one end of the chamber and resting on it were five large gems; red, blue, pink, purple, and orange in color.

She smiled seeing them. They had been taken from the land of Equestria long ago, when the banishment of the solar princess had been prophesied over a millenia before. The last time she had seen them they had looked like nothing more than gray stones. Now... now they had awakened.

“You've sensed it as well?” She asked the gems softly as she reached out and gently caressed one of them. “The world is in danger. We must act before it's too late.” She levitated the gems and brought them to her forehead, closing her eyes. “Guide me, please, lead me to your bearers,” she prayed softly, then placed the gems in her bags.

The chamber sealed itself behind her as she left, making her way back through the cave. She paused only once in her chambers to collect a couple of her other possessions that she added to her bags. Then she left the cave that she had called home for most of her life. She knew that she wouldn't be returning; she didn't care. The world needed her and she would answer the call. It was the destiny she had chosen for herself, her one remaining purpose in life, and she would not fail.

Chapter 1: All Good Things End

After Midnight
By Nebula Star

Part 1: The Darkest Night
***
Chapter 1: All Good Things End
***

Weaving through the trees in almost completely silent flight, a white coated pegasus glanced back the way she'd come to make sure she'd lost the manticore. It hadn't been happy to find her in its territory and the last thing she wanted to do was lead an angry monster back to the colony. She smiled, her wings weren't tingling anymore; she wasn't being pursued. Slowing down now that she was in the clear, she began making her way back toward her home. The bundles on her back making her smile in anticipation.

It had been difficult, but she had gotten what she'd been after in the manticore territory; a special type of sugar cane that most ponies, especially young fillies and colts, loved. Such treats were rare, but this was a special occasion. The second bundle she carried was the larger of the two. That one she had gathered before going after the sugar cane, and was simply a variety of flowers and leaf vegetables that could be found in the forest.

She'd been foraging most of the day to gather so much; a dangerous amount of time to spend out in the depths of the forest. Of course, the colony was also deep within the forest; but there at least they were protected by a wall and their sturdy homes. Not to mention a day and night guard patrol of volunteers. They had to work together to survive. That was the way of the world.

It was better to live hidden in the forest and brave its dangers, than to suffer under Midnight Star's reign. She felt anger rise in her heart as she thought of the Empress. In the past she'd always liked to befriend everypony she met, but anypony that enjoyed causing others to suffer definitely didn't deserve her friendship. Word was that Midnight Star had forced those few ponies that still lived within the old capitol city into being her slaves, and that her own terrifying brand of chaos had gripped the lands surrounding her dark castle.

There had even been rumors of attacks on other colonies.

Just then her own colony came into view, causing her to smile. It was run down, and not much to look at, but it was home.

The ponies of Equestria had learned long ago that if you wanted anything resembling a stable life, then you couldn't live under Discord's rule. The only other options however were trying to escape the tyrant's domain, or live as outlaws, hidden in the depths of the great forests. Very few had escaped during Discord's reign.

As a result most ponies had chosen in to flee into the forests. There had been some hope when Discord had been defeated that they would be able to leave the forests, but then word had spread that Midnight Star was even worse than Discord and far more vicious; so they had remained hidden among the trees. But the forests held dangers of their own and life wasn't easy.

Large colonies attracted large monsters but at the same time had a better chance of defending themselves. Small colonies had to rely on going unnoticed. Hers was a small colony.

As deep as they were in the forest; the settlement was completely hidden by the canopy above and hardly visible through the underbrush of the great forest. A small cliff ran along one side, low enough so it didn't create a break in the forest canopy, but high enough to discourage predators and monsters from getting into the colony that way.

Walls surrounded the rest of the colony, built high and sturdy to keep out most of the smaller monsters. It wouldn't stop an ursa or hydra, but luckily there weren't any in their part of the forest. Most the colony was small, sturdy homes, built to keep out most of the flying creatures of the forest. Some homes were built into the trees themselves, and they even had a few caves they used for storage which could also be used as emergency shelters.

Though they relied mostly on keeping a low profile, they still kept patrols day and night; if only so they could give warning of any danger. All in all, though, the colony had lasted nearly thirty years now with only a few major incidents.

And it had been her home for her entire life.

Diving toward the west gate, she landed just outside as nopony was allowed to fly directly into the colony.

“Hey, Mason! hows your day been?” She called happily to the guard as she bounced through the gate that was only open far enough for a single pony to pass.

“'Bout the same as always, Surprise,” Brick Mason said smiling at her usual cheery manner. “You get what you went out for?”

“Yep!” Surprise said turning so he could see the bundles she carried. “I can't wait to see Dewdrop and Raindrop's faces. This will be their best birthday party ever!”

He smiled. “They certainly deserve it. Whatever would we do without you Surprise?”

“I don't know, because I'm here and I really don't want to go away just to find out,” she said then bounced away as the guard laughed saying something about a rhetorical question not needing to be answered. She always thought that was silly; why ask a question if you didn't want an answer?

As small as the colony was, it didn't take her long to reach her destination; one of the many small, sturdy homes. This one in particular was the home of a dear friend, Evening Rain, and her twin daughters. Going to the door, Surprise knocked and waited with her best grin. Life was hard enough in the colony; everypony needed a little cheer.

The door was opened a moment later by Evening Rain. An earth pony, she was in her mid thirties and had a blue-gray coat and teal mane and tail.

“Surprise!” Cried two filly voices excitedly from further in the house when the saw who was at the door and a moment later they were bouncing up and down in front of her, happy to see her.

“Silly fillies! Your the birthday girls, not me!” Surprise joked with a wide grin.

Evening Rain smiled as her daughters laughed, glad of whatever happiness they could find. “Come on in, Surprise.”

Carefully, so as not to trip over the two excited fillies, Surprise stepped inside and smiled down at the twins. “Guess what! I've got a special treat for you two!” She said with a wide grin.

Their sapphire eyes widened in anticipation and unable to wait another moment, Surprise reached into the smaller of her bundles and pulled out one of the pieces of sugar cane for them to see.

They gasped in delight and she wasted no time in breaking the piece in two and presenting them each with half. They eagerly took the rare treat and stuck them in their mouths, chewing on the exceptionally sweet plant.

“What do you say girls?” Evening Rain prompted her daughters.

“Sthank you, Ssurprisse,” they both said around their mouthfuls of sugary stem plant.

“You're very welcome, birthday girls,” Surprise said cheerfully. “Now you'd better go get ready, your friends will be here before you know it!”

The twins looked at each other excited and then ran off to their bedroom as two green and blue blurs.

“It's good to see them so happy,” Evening Rain said softly when they were gone. “When their father disappeared, I was afraid they'd never smile again...” She sniffed softly sounding near tears. Surprise looked over at her and gave her a comforting smile.

“Well I got everything I needed. So with your help, I think we can make this a birthday party they'll never forget,” she said with confidence.

Evening Rain looked at her and smiled thankfully, tears filling her eyes. “What would we ever do without you, Surprise?”

She grinned. “You're the second pony to ask me that today!”

Evening Rain laughed softly. “You're such a wonderful pony.”

“Nah, I just try to make life a little easier for everypony.”

She just shook her head at Surprise's humility and put one hoof around her, embracing her. Surprise didn't hesitate to embrace her back then smiled and pat her friend's shoulder.

“We'd better start getting ready for the party,” she said with her best encouraging smile.

~~~

Hours later Surprise bounced around the small home cleaning up. Even she had to agree, it had been one of her best parties in years. Evening Rain was sitting in the living-room resting after the long day, watching over her daughters who had fallen asleep curled up together on the couch.

“I can never thank you enough for all you've done for us,” she said softly as Surprise gathered up the last of the decorations, packing them back into her party bag.

Surprise smiled, going over to join her friend. “You don't have to thank me, silly,” she said soft enough so that she wouldn't disturb the sleeping fillies.

Evening looked up at her and smiled. “Yes I do. Everypony in this colony has a lot they need to thank you for. You give so much of yourself, when was the last time you did something just for you?”

She smiled looking back at Dewdrop and Raindrop, watching as they snuggled closer together in their sleep. “Life is hard, but it's not worth it if we don't have time to be happy. Everypony deserves a little happiness. And seeing others happy makes me happy, that's why I do all I can to bring joy to others. That's why I do what I do.” She looked back up at Evening Rain and smiled. “A laugh and a smile is all the thanks I need.”

Evening just shook her head, tears in her eyes as she smiled. She couldn't believe such a soul could have come from such a world as theirs. “No, we owe you far more than that. I don't think we could even go on without you, Surprise. You're what keeps this colony going.”

“But I don't need more. So you can keep the rest.” Surprise smiled putting a wing around Evening Rain as they watched over the exhausted fillies. They'd need to take the twins to their bed soon, but neither Evening Rain nor Surprise wanted to wake them just yet. So for a time, they just let the fillies sleep.

The first sign that something was wrong was a low rumble, like thunder in the distance. Surprise's ears perked up, curious what the sound may be. Then it came again, a little louder. Evening Rain, who had been dozing, started and looked toward the window.

“There a storm coming?” She asked tiredly.

Surprise shook her head. “I always get an itchy shoulder when it's going to rain.” Evening Rain didn't argue with that. Everypony knew not to question Surprise's sixth sense.

The sound came again, even louder, and this time it was accompanied by a flicker of light from the window.

“What was that?”

“I don't know,” Surprise said getting to her hooves. “I'm going to go check it out.”

Suddenly light flared from the window and the entire house shook with the sound of an explosion. Screams sounded outside as inside the two fillies were waking. Evening threw Surprise a worried look then quickly gathered her daughters.

“Stay inside. I'll be right back,” Surprise told her then opened the door to the sound of screaming and panicking ponies. She dashed outside, closing the door behind her.

“What's going on?” She asked taking wing after one of the running ponies.

“The colony is being attacked!” He responded not even pausing.

Surprised turned back the other way as another flash of light lit up the area and saw a pillar of flame reaching up into the sky from the far end of the colony. Eyes wide, Surprise sped off toward the explosion worried that some of her friends could have been hurt.

What is going on? Who could be doing this? She thought as she passed over all the panicked ponies running from the flames. There was another explosion and ponies screamed as a fireball rose into the sky. Surprise wasn't far now and felt the shock-wave and the heat from those flames.

She saw her then; a unicorn calmly trotting up the road, her horn glowing brightly. A unicorn with a purple coat and a cutie mark made up of one large black star surrounded by five blood red stars.

The door of the next house along the unicorn's path opened and, screaming in terror, a mare carrying a young foal ran down the road. As soon as they were clear, the unicorn's horn glowed brighter and a bolt of energy shot into the house which then exploded into another column of flames. Behind the unicorn was nothing but destruction.

Without thinking, Surprised dove down in front of her. “What are you doing!? Stop this! Please stop!” She cried, tears in her eyes. Life was hard enough in the colonies, how could anypony want to cause more suffering.

The unicorn looked up at her with a sneer. The next instant Surprise felt herself slammed into the ground on her back, driving the air from her lungs. She gasped for breath, and her vision dimming for a moment.

Her vision cleared a moment later to see the unicorn standing over her, glaring down at her with a terrifying glint in her burning red eyes. “You should know better than to oppose your empress,” she said, her voice filled with contempt.

Surprise's eyes widened as she realized who this was. “Midnight Star,” she gasped, terror filling her. There had been rumors of attacks on other colonies...

Midnight Star sneered seeing that Surprise hadn't known who she was, then grinned down at her wickedly as she laughed. There was no sanity in that laugh.

Surprise felt tears filling her eyes. She couldn't move; the empress's magic was holding her in place. Unable to escape she looked up at the insane unicorn. “Why...? Why are you doing this? Why do you want everypony to suffer!?”

Midnight leaned down close to her, their snouts inches apart. “All good things end.”

With that, Surprise felt herself lifted into the air and then propelled at terrible speed away from the colony. She had no control, even once Midnight Star's magic released her she had no hope of stopping herself as she flew threw the trees. She felt branches whipping past her, some breaking against her back. Then she hit something that didn't give before her weight. The air was driven from her lungs and she tasted blood as the shock of the impact coursed through her body. She knew darkness before she even fell to the ground.

~~~

I'm close. The small golden dragoness, Reshkirana, thought as she landed in a small mountain valley. Late though it was, the moon provided plenty of light for her to land safely. She'd been searching the high mountains south of the zebra lands for nearly a month already, but finally she was closing in on her quarry. The resonance of one of the elements had led her to this valley; its bearer wasn't far now.

It had proven far more difficult than she had imagined tracking down the bearers by the resonance. She had to get relatively close before she could tell anything more than if she was getting closer of further away. Once within a certain range, she could get a general direction from sensing the resonance via a spell she'd designed for that purpose; but that was about it. To make matters worse, the resonance weakened when the chosen bearer was asleep. Or so it seemed, she was beginning to wonder about that.

During her search here in the mountains, she had oddly gotten the strongest resonance at night. So either she was wrong and the resonance was stronger when they were asleep...

“Or she's a nocturne,” Reshkirana said softly to herself and smiled as she crested a ridge and saw a young bat winged pony standing on a stone out in the center of a shallow mountain pond. With her spell still active to let her sense the resonance, she had no doubt that this was the element's chosen bearer. With a sky blue coat and pale purple mane and tail, she seemed to glow in the moonlight.

'What is she doing in the middle of a pond though?' Reshkirana wondered as she began making her way down from the ridge. She got her answer a moment later. Even as she began descending toward the water's edge the young nocturne flared her wings and threw her head back as if striking a pose; and then, she danced.

(Music)

Sitting down at the water's edge, Reshkirana watched mesmerized by the young mare's grace and agility as she spun one full rotation on one of her hind hooves. Without missing a beat she leaped and landed on her other hind hoof while letting herself sink down until she was able to just touch the surface of the water with a fore hoof; all the while continuing her rotation. Then she rose out of the spin and stopped taking another pose with her head back and one fore hoof reached toward the sky.

She didn't hold the pose for long. As if spurred by music only she was able to hear she leaped from the stone she had stood upon and seemingly walked across the surface of the water. Her wing beats were timed so perfectly that her hind hooves touched the water's surface but did not sink in and instead just created gentle ripples across the otherwise mirror still pond. Then she leaped one last time and landed without a sound on another stone standing above the water; striking another pose before going on with her dance.

Reshkirana wasn't sure how long the dance went on as she sat there on the edge of the water. At times she could almost imagine the music the mare seemed to be hearing in her head while she danced under the moonlight. She imagined a gentle, peaceful melody with undertones of mystery. A fitting dance for such a night. Reshkirana was taken in by the beauty of the scene. Never in her life had she witnessed anything so soothing to watch.

Finally the mare leaped across the water once more, returning to the stone on which she'd begun. With one last leap she threw herself into a full rotation and landed flawlessly on the stone letting herself flow into a final pose with her head down, eyes closed, and her wings stretched down at her sides.

The mare held that pose for several long moments while Reshkirana waited patiently. She found herself regretting that it was over and debated whether she should make herself known or see if the mare would begin dancing again.

“Are you hunting?” The mare asked softly as she straitened, her eyes still closed.

Reshkirana was honestly surprised that the mare had noticed her, but then she realized that as graceful and skilled as this mare was, she likely didn't need her full concentration to be on her dancing. She smiled knowing exactly what the mare must be thinking. “Yes,” she answered calmly.

The mare winced but otherwise seemed to have expected such an answer. “Just make it quick,” She said softly.

“It's not that kind of a hunt,” Reshkirana told her with a grin.

Finally the mare opened her eyes and looked over at her seeming confused. Unusual for her kind, her eyes were a light purple color. “What do you mean?”

In answer Reshkirana levitated out one of the gems she carried, pink in color. She then cast a spell causing the gem to glow and to the young mare's surprise she began to glow as well in resonance with the gem. “You are chosen,” Reshkirana told her gently.

“Chosen?”

She nodded. “These gems are part of a set, five in all, and each chooses its own bearer.”

Deciding that Reshkirana meant her no harm, she jumped and with a few beats of her wings landed on the shore as well. “But what are they?”

Reshkirana smiled putting the gem back in her bags. “They are the key to saving the world.”

“The world!?”

She nodded solemnly. “You're a very important pony...”

“Clandestine,” She introduced herself. “But I usually go by Destiny.”

Reshkirana grinned. “An appropriate name. My name is Reshkirana,” she said and made a bow. “Like I said though, you're a very important pony and I'm afraid I'm going to have to ask that you come with me. We can take whatever time you need to speak with friends family...”

“That won't be necessary,” Destiny said softly, interrupting her.

Reshkirana looked at her surprised. “Don't you at least want to tell them where you're going?”

She smiled sadly and shook her head. “I've been alone for a few years. My clan moved on, I don't even know where they are now. Most probably think I'm dead already, those that would even spare a thought about a misfit like me.”

“Misfit?”

She looked down. “Nocturne are creatures of the night. To have a foal with such light colored coat and mane is a shame and a burden to both family and clan. My parents tried to keep me hidden most of my life. Even when I did become known, I was never accepted. That's why I left; if I was going to be alone even among my clan, I might as well be on my own. At least now I'm not a burden to anypony.”

Reshkirana gently put a fore-paw on her shoulder and smiled. “You will one day soon be a great hero, and when they find out, your clan will be ashamed that they ever thought of you as a burden.”

Destiny smiled. “So, you want me to travel with you?”

“Yes,” she said patting her shoulder then gesturing for her to follow as she began walking around the pond while they talked. “Like I said, one of the elements has chosen you, but we still must find the other four bearers who could be anywhere. Then once they are gathered, a sixth element is supposed to appear and we will have to find its bearer as well.”

“They could be anywhere?”

Reshkirana nodded in answer.

“That could take some time...”

“Yes. I won't lie to you. I can use the resonance between the elements and their bearers to track them down, but it could still take months, or even years. It took me nearly four months to just find you.”

“But you said they were the key to saving the world? That sounds pretty urgent.”

“We have several years,” she said with a dismissive gesture. “I don't think that will be a problem.”

Destiny looked at her a few moments curiously. “So you want me to travel with you in search of four more 'bearers'. You don't know who or where they are and the search could easily take years. And even once we find them all, there will still be one more to find?”

She nodded.

“And all to save the world in a few years time?”

“That about sums it up.”

Destiny stared at her a moment more then broke into a grin. “Okay, sounds fun.”

Reshkirana blinked in surprise then smiled. “I'm glad you think so, because I wasn't really going to give you a choice.”

~~~

Surprise came to at the base of one of the great trees of the deep forest. She coughed, tasting fresh blood in her mouth as pain filled her body. Her back was the worst of her pain. Her shoulders especially were badly bruised from her impact with the tree. With a groan she rolled over and coughed again, struggling to push herself to her hooves. There was no telling for certain how long she had been out but she guessed that some hours had passed.

The colony!

Ignoring the pain, Surprise pushed herself up the rest of the way to her hooves. Her wings miraculously weren't broken, though the bruising across her shoulders would make flying painful. She didn't care though, she opened her wings despite the agony it caused her and took to the air. It wasn't long before the colony came into the view. What was left of it.

Not a single home was still standing. Many were still in flames. Smoke and ash filled the air and some of the trees nearby had caught fire as well. Surprise sat there in the road, unable to stand a moment longer as tears filled her eyes at the sight of her home in ruins. She had been born there, grown up there. Lived there her entire life. And now it was gone.

“Why? Why did this have to happen?” She whispered. They'd done so well, for so long. Memories flashed through her mind, memories of friends, of family, parties, happy times. Even in the midst of their struggles she had always managed to bring cheer to the colony.

But now... There was nothing left.

Throwing her head back she let out a cry of anguish from the very depths of her soul, the likes of which she'd never made before. Tears poured from her eyes as her wings fell at her sides. For a time she stared up at the smoke continuing to rise into the cold dark sky.

Finally she came to a realization. Homes were just things; they could be rebuilt, they could be replaced. Ponies could not.

Standing with with a new-found goal in mind, she opened her wings and took to the air once more. She had to find them, as many of them as she could. Scattered into the forest they wouldn't last long, but if she could find them and gather them together; then they'd at least stand a chance. Hopefully some of the others had already started gathering those that made it out.

She quickly climbed to just below the tree canopy. There were two things she didn't know however; what direction they all went, and how long she was unconscious. She paused for a moment hovering near the treetops. The nearest neighboring colony was to the northwest, everypony knew several ways through the forest to there as well as paths to the next two closest colonies.

Turning northwest, she just hoped she could find them before it was too late.

She hadn't gone far when she heard a loud crash of something large moving through the forest. Fearing some ponies from the colony may be in danger, she turned in the direction of the sound to investigate.

Then she heard somepony scream, somepony she knew!

“Evening Rain!” Surprise cried as she sped towards the sound. The screams of Dewdrop and Raindrop echoed their mother's as Surprise drew closer. She saw them first. Evening Rain had her two daughters clinging to her back and was galloping through the forest as quickly as she could, but her left foreleg was bleeding and she was limping badly. Then Surprise saw what they were fleeing from.

Four heads on long serpentine necks and a body the size of a house, the hydra crashed through the trees after the mother and her daughters who were barely staying out of reach of the snapping jaws. One of the heads lunged for them. Surprise didn't have time to think. She dove in at full speed, throwing all her weight into a flying kick that caught the beast in the jaw. Its head was thrown sideways into a nearby tree.

Recovering quickly she dove down to Evening Rain's side. “Hurry!” She yelled galloping alongside her for a moment.

It was at that moment though Evening Rain stumbled and fell, throwing Dewdrop and Raindrop tumbling across the ground.

“Eve!” Surprise cried skidding to a stop using her wings to change direction more quickly. She scooped up Raindrop and Dewdrop with her forelegs, taking wing again. Then continued on toward their mother.

“GO!” Evening Rain shouted stalling her as she climbed to her hooves. “Take them and go. I'll be right behind you!”

Surprise gave her a worried look, but understood. Evening Rain could run faster if she didn't have to carry her daughters. Turning she flew ahead, leading the way. The hydra crashed threw the forest behind them, drawing ever closer. Ahead though Surprise spotted a dense thicket of some of the forest's great trees. If they could make it there, the trees would probably slow the hydra down long enough for them to get away.

“This way!” She called turning toward the thicket. They were almost there. Then Surprise heard Evening Rain stumble once more.

“Momma!” Raindrop cried as Surprise spun around. What she saw then, she would never forget.

Evening Rain was struggling to get to her hooves, but it was already too late. One of the hydra's heads was lunging at her, jaws agape. She looked up then at Surprise and for a brief moment their eyes met. She knew she was about to die. Fear filled her eyes. Not for herself, the fear in her eyes was for her daughters. She feared what would become of them without their mother. In that last moment her eyes conveyed a message that she didn't have time to say. 'Take care of them.'

Then the monster's jaws closed around Evening Rain.

“MOMMA!” Dewdrop and Raindrop screamed as one, the pain in their voices making Surprise's heart break. Knowing there was nothing she could do, Surprise turned away and flew off at full speed carrying the two fillies that had seen far too much.

As she flew tears filled her eyes and blurred her vision, but she didn't stop. She'd lost friends before, even family. She'd seen others die. But never like this. Never because of somepony else. Midnight Star. If she hadn't attacked the colony, if she hadn't driven them out, then none of this would have happened.

Surprise heard the cries of the fillies she carried, felt their tears on her shoulders. To think that only a few hours ago they had been enjoying the best birthday they'd ever had. She could never forgive Midnight Star for doing this to them.

Her thoughts of the empress began to be filled with a new emotion. One that Surprise had never felt for anypony before, but one she recognized all the same: Hatred.

“Momma...” Raindrop whimpered clinging to Surprise's shoulder as they flew and Surprise felt the filly's sister clutching her neck crying into her shoulder as well. She tightened her hold on the fillies. They were what was important now, she had to focus on that. They would need her and she would be there for them. She would always be there for them.

I will take care of them. I promise, Evening Rain. I will take care of your daughters.

Author's Note

Credit for the music used in this chapter goes to Radiarc for his piece. The Frozen North.

Chapter 2: Emergence

After Midnight
By Nebula Star

Part 1: The Darkest Night
***
Chapter 2: Emergence
***

The halls of the palace were dimly lit, the vaulted ceiling lost in the darkness above. There were no windows. This wasn't the original Canterlot palace, it had been destroyed in the battle between Discord, Nightmare Moon and Midnight Star. No, this was a palace Midnight Star had forced the unicorns of Canterlot to build for her in the months following her rise to power. There was nothing welcoming about this palace.

Even the pony guiding Chrysalis seemed tense, repeatedly looking over his shoulder at her then turning away when he saw that she was watching him. But then it wasn't every day one met the changeling queen.

Torches lit the hall every few dozen paces, and were the only source of light. Under each torch was a trophy of some kind. Chrysalis of course recognized the crown of Nightmare Moon and the scepter of Discord, but the rest bore little significance to her. She glanced back at the crown and sighed heavily, wondering once again what could have happened to Luna to drive her to oppose her sister. They had been so close when she had last seen them together; but that had been over a millenia ago in another land, long before they'd come to rule Equestria.

Turning ahead again she tried to put it out of her mind. The grand doors to the throne room weren't much further and she needed to focus on what she was here for.

She couldn't help but look at the last trophy though under the torch just before the doors. It was a black crystal, far larger than she was. It was transparent, she saw as she approached, and there seemed to be something inside. When she reached the crystal and its contents became visible her eyes widened. There was a unicorn in the crystal, with a dark gray coat and black mane he was wearing ornate armor. Armor fit for a king. He was frozen in the crystal, his face contorted in an eternal scream of agony.

“Sombra...” Chrysalis gasped.

“Yes, King Sombra.” Her pony guide confirmed with a nod. “Ruled over the Crystal Empire when it returned a few months back. Apparently he wanted our Empress to be his submissive wife. She didn't like that.”

Chrysalis could only stare at the once powerful unicorn. The cause of his agony at the moment of his death was easily apparent when one noticed that all four of his legs were a few inches separated from his body. Perhaps coming here was a mistake.

“You are certain you still wish to see the Empress?” The pony asked.

Chrysalis took a deep breath and looked away from the crystal before nodding.

“Wait here then, I will announce you,” he said then quietly entered the throne room. It was a few minutes before he finally emerged again, his face pale.

“Whatever you do, do not speak until spoken to!” He warned then headed back down the hall.

“Where are you going?” Chrysalis asked.

“I annoyed her... she ordered me to jump off the falls,” he told her.

Her eyes widened. “You're not actually going to...?”

He grimaced. “It's better than disobeying,” he said simply, then turned and continued down the hall, leaving Chrysalis alone. For a moment she considered just leaving; but then the thought of her hive, her children, slowly starving and dying one by one. It reminded her of just how desperate she was. Even she was nearing starvation. Bracing herself, she entered the throne room.

~~~

A few moments after her slave had left, Midnight heard another set of hoof-steps entered the throne room. These, however were accompanied by an unusual magical aura, the likes of which she had never felt before. It wasn't very strong, and so no threat to her. She remained silent waiting to see if this visitor was as foolish as her slave. They stopped near the base of the platform her throne rested upon though and waited. For several minutes Midnight let the silence drag on, just gazing out the window and giving no indication that she even knew the visitor was there.

Finally she decided she'd waited long enough. “You are either wise, or my slaves warned you not to speak until spoken to. I'm inclined to believe the latter.” She said, then stood from her throne stepping around it to face her visitor. When she did see her however, she raised an eyebrow in surprise. “What pit of Tartarus did you crawl out of?”

It wasn't a pony standing at the foot of her throne as she had assumed. Her hide was black and leathery. In some places it looked almost like an insect carapace. Her mane and tail were a sickly looking blue and ragged. She had both a horn and wings like an alicorn, but her wings were transparent and like an insect's; and her horn was bent and twisted. She was thin and appeared underfed. Her entire body in fact, had a generally unhealthy appearance. Even her hooves looked like they were rotting away with holes that appeared as if something had eaten all the way through them.

Her insult was not lost on the visitor. With some difficulty it seemed, she managed to maintain her composure. “Empress Midnight Star,” she started with obviously forced respect. “I am Queen Chrysalis of the changelings...”

Midnight snorted, cutting her off. “You dare to name yourself a Queen in my presence?” She stepped closer letting her magic fill the air threateningly. Being on a raised platform gave her the advantage of height despite Chrysalis being twice her size. “This world is mine and every living thing in it is under my rule. You are my subject and nothing more.”

The changeling shrank back; even the least attuned magic wielder would be able to feel the amount of magic Midnight was giving off. “Forgive me.” She begged, bowing deeply.

Midnight just sneered at her cowardice. “What do you want?” She demanded, just wanting to be rid of the wretched creature.

“I; I...” she stammered, thrown off by Midnight's rapid shifts in demeanor. She took a deep breath seeming to brace herself. “I came to ask if you would let the ponies of Equestria be for a time, your majesty.” She stumbled over the last as she clearly was not use to speaking to another as her superior.

“What?” Midnight growled as if she couldn't believe what she'd heard.

“Please, give them a chance, they've suffered for so long. They've all but forgotten how to love,” Chrysalis begged.

“And why do you even care?”

She was taken back. “Well, because we changelings, we feed off of love, but there hasn't been enough these past few years. We can eat normal foods when necessary, as a supplement, but we still need to feed off of love to survive... we're starving.” She lowered her eyes looking pitiful. It was too bad Midnight was incapable of pity.

Midnight burst out laughing, taking twisted amusement in the changeling's plight. “Oh, I'm so sorry!” She exclaimed mockingly, still laughing. “Did I kill your food?”

Chrysalis looked up at her in disbelief, but Midnight just continued to laugh. “I'm just asking you to let them be; you don't have to do anything,” she pleaded.

“Why should I stop my fun?” Midnight asked as if what she was requesting were completely unreasonable.

“Please, the changelings, they're my family... my children,” she said as if revealing a great secret. “They're starving, many have died already... They're my children, I'll do anything,” she begged, tears coming to her eyes.

Midnight just grinned wickedly down at her. “Why should I care if all your wretched kind starve and die?” She snorted a laugh. “I say good riddance!”

Chrysalis stared up at her trembling with the rage of a mother that would do anything to save her children. She couldn't hold it back. With a cry she leaped into the air and her horn glowed brightly as she cast her most powerful spell.

Midnight looked up at her with contempt as her own horn glowed; a fraction of her power was more than enough to block the changeling's magic. Then she cast a counter-attack that hit Chrysalis with enough force to throw her across the throne room, slam into the wall and then fall to the floor. She laid there gasping for a moment as Midnight slowly crossed the throne room toward her; amused by her foolishness.

As she approached, the changeling's gasping breaths changed to sobs. She was crying, but that only satisfied Midnight further. She heard Midnight's steps approaching and looked up at her, tears falling from her eyes. She wasn't afraid for herself, but for her children; they'd suffered so much already, she feared for their future. “How can you be so cruel?” She whispered, knowing Midnight wasn't going to kill her, she knew Midnight wanted her to suffer.

“The world is cruel, Chrysalis,” Midnight said coldly, standing over her. “All good things end. It is time you accepted that truth,” she turned her back on the changeling then and returned to her throne. “Now get out, and if I ever see your wretched hide again, I will make you watch as I disembowel every one of your remaining offspring.”

She heard the changeling get to her hooves and then slow, uneven steps as she limped toward the door; but then she stopped in the doorway and looked back over her shoulder. “You're a monster,” she said softly, and then she was gone.

~~~

“I did tell you that going to that monster was a mistake.”

Chrysalis gave her eldest living daughter a sad smile. “I know, Sallis.”

A typical changeling, the only thing that really set Sallis apart was a scar that ran from her right shoulder to halfway across her chest. Evidence of a nearly fatal wound she'd received when she was only five years old. Nearly four millenia ago now.

The few legends that remained about changelings were wildly exaggerated and more often than not, just plain wrong. Some even claimed that changelings were hatched from eggs. This was probably due to their insect like appearance, but it still annoyed Chrysalis. She'd given birth to every one of her children. Not many ponies knew that all changelings, not just their queens, were immortal. Neither did many know that all the changelings of a hive were the children of the hive's queen.

Chrysalis's family was large, or had been. They had once numbered nearly two thousand, now they had been reduced to only a little over half that. Every child lost pained her, and it was becoming far too frequent as of late.

“I suppose I should have listened to the rumors that Midnight Star was insane. I should have known she wouldn't listen to reason.” Chrysalis sighed heavily.

“Well you got out alive, and at least you managed to lose your crown...”

Chrysalis raised a brow at that. “You never did like that thing.”

“It looked ridiculous! If you want a new one, lets at least make it look regal!”

Chrysalis shook her head. “No, I don't need a crown,” she said and smiled. “Why would I, my body alone sets me apart from other changelings.”

Sallis smiled. “So what do we do now?”

Chrysalis didn't answer at first, she'd been thinking about it the entire way back from Canterlot. There really was only one option left to them. They didn't have the strength left to try and move the hive beyond Midnight Star's influence, and there was no guarantee that even if they did, they would find a suitable land to settle in. They had to try and make due with what was left of Equestria.

“We have to do what we can to help the ponies ourselves.”

“What!?” Sallis exclaimed her eyes widening. “Mother, are you sure about this?”

Chrysalis nodded solemnly. “It is our only choice. We have to try and live in peace among them.”

“But we've tried that before,” Sallis objected, grimacing at the memories as her right foreleg twitched involuntarily. “Every time, the ponies eventually turned on us and drove us out!”

“I know, Sallis. But we really have no choice,” Chrysalis told her.

“Why don't we just capture a bunch of the ponies and put them in dream pods?” Sallis grumbled.

Chrysalis understood Sallis's view of course. It was the fist time they'd been driven out that Sallis had lost both her older sisters and gained her scar. “We have to think ahead. You know the dream pods have never been very efficient. We'd have to capture most of the ponies remaining in Equestria in order to sustain the hive.” She shook her head. “Those that remained wouldn't last long, and then what would happen when those we put in pods began dying off? We'd be worse off than we are now.”

“But... coming out in the open?”

“It's our only choice. There's a well established colony not far from here that has been untouched by Midnight Star. Perhaps she does not know of it, or perhaps she leaves it alone for other reasons, but I think it's our best option.”

Sallis sighed heavily. “Chrysalis, you are my mother and my queen. I will of course do as you command. I just hope this isn't a mistake... that the ponies actually accept us this time.”

Chrysalis nodded. “I hope so as well,” she agreed. “Call the hive together. The sooner we act, the better off we'll be."

~~~

“The light blasted crystals are interfering with each other!” Reshkirana growled in frustration after nearly an hour trying to get any kind of direction from the Elements.

Well, then we'll just keep going the way we've been going.” Destiny offered with a smile while she stirred a mixed vegetable soup she was cooking over a small camp fire. “You said we have years to find them, Kira.”

The dragoness flinched slightly at the nickname. She'd tried to stop Destiny from using it at first, but she'd long since given up on it now. “We do, but the sooner we find them, the better it will be. And at this rate, we won't find them in time! It's been over a year already!”

“You'll find them, Kira. So stop worrying,” she said gently.

Reshkirana huffed loudly and replaced the Elements in her bags that were set down next to her at the moment. Then she gazed into the fire trying to think. They'd been traveling together for almost eighteen months and so far they hadn't found a single bearer. It was early spring, or should have been, if the seasons hadn't been thrown so off track by Discord's rule. At least with his defeat, the sun and moon had settled into a normal day and night cycle.

She glanced up at the moon that was hanging over them, wondering, not for the first time, who was controlling the celestial spheres. Was it Midnight Star? Or perhaps someone else? She'd tried once herself to move the sun, but she had quickly learned that she lacked the power to do so. This had surprised her, since she knew for a fact that her magic was far stronger than the average Unicorn's, and yet it was said that in ancient times, before the appearance of the celestial sisters, it had been Unicorns that had move the sun and the moon.

It didn't really matter who was doing it, she decided finally, so long as it continued. But while the day and night cycle had been put back on track, the seasons were still unstable to say the least.

For most of the year and a half they'd been traveling together, she and Destiny had explored the southern lands to the east, trying to get some direction from the Elements to no avail. Now they were once again crossing the Zebra lands heading west. It made Reshkirana's blood boil when she thought of how much time they'd spent roaming the lands to the east only for her to realize that the further east they went, the weaker the resonance from the elements had become.

“Isn't Equestria north of the Badlands?” Destiny asked as she carefully move the stone pot she was using for her soup away from the fire using her hooves wrapped in a couple layers of cloth. Among other things, they'd both acquired a couple sets of cloths for colder weather. Destiny had her own set of saddle bags now that she carried her things in. The pot however, Reshkirana had made using magic when they'd set up camp.

Reshkirana nodded. “And north of Equestria is the frozen north where the Crystal Empire is suppose to be located, if it really has returned.”

“Do you think the ones we're looking for could be in Equestria?”

She nodded. “Possibly. But we're going to have to go there eventually anyway, so I want to find any that aren't in Equestria first.”

“What about that land south of the desert?”

“You mean Saddle Arabia?”

“Yeah, could one of them be there?” Destiny asked clearly trying to be helpful.

Reshkirana shook her head. “No, Saddle Arabia has been abandoned for almost six centuries. The land wasn't very habitable to begin with, then when Discord took control...” She trailed off shaking her head.

“Well, wherever they are, we'll find them, I know we will,” she said with a confident smile as she sat down to her meal.

Reshkirana grunted, annoyed by her optimism. She was far too experienced to believe things would just work out. Her spell to sense the resonance was becoming just another failure in a very long line of failures. Spells of her own design never seemed to work how she intended them to. Ever since the first...

She clenched her teeth and shifted her feathered wings uncomfortably as she thought of that particular failure, the one that had changed her life forever.

“You okay?” Destiny asked softly sounding concerned.

Reshkirana stirred from her thoughts to look up at the young nocturne. Then she got to her feet. “I need to hunt,” she said simply.

“Oh...” Destiny responded softly. After a year and a half traveling together she knew well what Reshkirana meant. She knew what her friend had to eat to survive. “I'll watch your things."

Without another word Reshkirana strode off into the darkness to satisfy her hunger, and brood over the past.

~~~

Surprise frowned as she trotted down the main road of the Brookstone colony. The largest and safest colony in the forest. With nearly eight hundred residents it was more than ten times the size of the colony she'd grown up in. But that was the problem. The sheer size of the colony meant that she was never able to get enough supplies for her parties! And the council had asked her to throw another party to welcome the newest additions to the colony as well as to help raise moral.

The thing was, the colony was growing too quickly, very soon they would outgrow their food supply. With a sigh she tried to remember when new faces had always made her happy. Now every new face was making her worry that there wouldn't be enough food for her and the twins.

“Surprise, where are we going?” Raindrop whined sounding tired of walking.

Surprise instantly put a smile back on her face. “I just need to pick up a few more things for the welcome-to-the-colony party tonight,” she said cheerfully. “Then we can go decorate!”

Raindrop smiled then, she enjoyed decorating for parties. Dewdrop on the other hoof just continued walking staring at the ground in front of her. Surprise had brought them to the colony almost a year before. They'd lived in another small colony for a time, but when She'd heard rumors that the Brookstone colony was the safest colony around and that it was the only large colony that had never been attacked by Midnight Star, Surprise had decided that it was the best place for the twins.

She glanced at the two fillies walking beside her. Raindrop was doing as well as could be expected considering their loss. She still cried often and clung closely to Surprise most of the time, but there had been times that she'd seemed happy and had even laughed and smiled. It was her sister that worried Surprise.

Dewdrop hardly talked; and when she did, what she said was often cold and unfeeling. She rarely played with other fillies, even her sister, and would often sit off on her own. Surprise had to watch her carefully or she was likely to wander off. She didn't act out or misbehave really, nor did she object when asked to do something. But when she did, it was mechanical; she would do what was asked of her then go back to her silent brooding.

Surprise didn't know what to do for her, other than to take care of her. Any affection toward her was met with a stony look and promptly ignored. Surprise was certain the filly was keeping all her emotions bottled up inside, she just didn't know how to get her to let them out so that the healing process could begin.

They colony's market place was impressive considering the lack of any real farms, but Surprise wasn't there for food. She'd already made all those arrangements for the party a few days ago when she'd first been asked to organize it. No, she was just passing through on her way to get something else, something new that she hadn't ever had for her parties before.

As large as it was, not everypony in the colony had to concern themselves with just finding their next meal, and so many had set about reviving old crafts and professions that had been all but forgotten in harder times. They had a blacksmith shop, a paper mill, woodworkers, there was even an area set up with large brick kilns used for pottery and glassblowing. One of the best professions, in Surprise's opinion, that was being revived in the colony was the crafting and playing of musical instruments which had been made possible thanks to a few ponies talented in such things that had escaped from Canterlot.

She'd asked one of those talented individuals, a unicorn named Wood Wind, to make a few dozen simple toy horns for her parties and he had gladly agreed. Now she was on her way to pick them up.

Surprise smiled. They'd be a great addition to her party bag that she was currently carrying on her back. Everypony in the colony knew what that bag meant by now and she saw several smiles as ponies were reminded of the party planned that night. There was still a lot of preparations to be made and once they were done with their errands, she and the twins would be heading to the main square to set up the decorations.

Wood Wind's home and workshop wasn't far from the west gate of the colony. Which was on the far side from the small home Surprise had acquired. There really wasn't anything special about the house, but he had converted half the building into a workshop for making primarily wood instruments. Doing so had made his living area very cramped, but it was a sacrifice he was willing to make for the sake of music.

Having finally arrived, Surprise checked to make sure she still had both the twins in tow then knocked on the door. It wasn't long before Wood Wind answered.

“Ah! Surprise. Here for the party horns I assume?”

“Yesserroonie!” Surprise said cheerfully.

“And Dewdrop and Raindrop; how are you two today?” He asked smiling down at the fillies.

“We're good,” Raindrop answered for both of them while Dewdrop just continued staring at the floor.

“That's good to hear,” Wood Wind said knowing all too well that he probably wouldn't get a response from Dewdrop. “Well let me go get your order.”

Surprise nodded and waited at the door while Wood Wind went back into his workshop, emerging a few moments later with a medium sized box. “Here you are, thirty party horns. They're rather easy to make so if you ever need more or replacements all you have to do is ask,” He said levitating the box to her. Surprise took it gratefully and carefully placed it in her party bag.

“Thanks, Windy. These will be great for the party tonight.”

He smiled. “I'm looking forward to it. Be sure and say hi to Sonata for me,” he said but then looked past Surprise. “Something happening at the gate?”

Surprise looked over her shoulder down the road toward the west gate to see what he meant and saw a crowd gathering there; many trying to see while several members of the volunteer guard galloped through. Even at the distance they were at, they could tell the crowd seemed tense.

“I don't know,” Surprise said softly. “I'll go see what's going on. Come on, girls.”

As they approached Surprise could tell the crowd's focus was on something outside the gate. Most were trying to see, and many were climbing up to the ramparts to watch whatever was going on. Near the back of the crowd was one pony Surprise was very familiar with. None other than Sonata, her current house guest.

Having only escaped from Canterlot recently, the earth pony musician had come to the colony with little more than a cello and violin. Having spent a few months boarding with another family herself, Surprise had decided to pass on the favor and give Sonata a place to stay. They'd had a spare bedroom after all. After nearly four months though, she wasn't really looking to move out and really Surprise didn't want her to either.

“Hey Nata!”

Sonata looked over her shoulder and rolled her eyes, though she did smile. “Sonata,” She corrected for perhaps the thousandth time since she'd moved in with them. She knew it wasn't going to make a difference, correcting Surprise, but she did it anyway. It had become a kind of inside joke between them.

“What's going on at the gate?”

She frowned. “I'm not entirely certain; but it sounds like there's some creatures gathered outside the gate and the guard is not sure if they are hostile or not.”

Surprise looked toward the gate. She couldn't see through the crowd, but being a Pegasus did have its advantages. Already a large number of Pegasi were hovering over the walls and gate. “Hmm, Lemme go check it out,” she said and was about to set down her party bag when she felt small fore hooves wrap around her leg. She looked down to see Raindrop clinging to her.

“Don't leave us, Surprise!”

Surprise smiled down at her reassuringly. “Don't worry, Raindrop. It will only take a moment and you've got Nata right here.”

“Sonata.”

Raindrop wasn't about to let go however. Finally Surprise sighed in defeat. “How about we all go up on the wall, then I'll never be out of sight. That sound good?”

Raindrop looked up, her eyes shimmering, and gave a small nod.

“Alright, Dewdrop, stay close.”

Dewdrop looked up at her a moment then obediently followed as Surprise and Sonata headed further along the wall to where there weren't so many crowded on the ramparts and climbed the stairs up to the top to see what was going on.

They spotted the 'creatures' Sonata had heard about immediately. There were several dozen of them lined up facing the gate in strait organized rows. That alone showed that they were intelligent beings. The fact that they looked almost like ponies simply reinforced the idea.

Their appearance however was unnerving. Almost completely a dark gray, nearly black; their hides seemed to be naturally armored, with what appeared to be hard shells covering much of their bodies. All of them had deadly looking slightly-curved horns and gossamer wings. Their most striking feature however was their eyes. Glowing a uniform blue, they bore no pupils or irises.

In front of the rest was what had to be their leader along with what appeared to be four guards. Nearly twice the height of the average pony, the leader's horn was long and jagged. Unlike the rest she had actual hair for a mane, grayish blue in color with a greenish shine. Also unlike the rest, her eyes had irises and pupils; though her pupils were slits like a dragon's.

As they watched, the leader's group approached the gate, stopping about halfway so as not to seem hostile. None of the Colony guard dared approach them however, and it seemed none of the colonial council were willing to either.

Surprise frowned. They were strange looking, but it seemed to her that these visitors only wished to talk and meant them no harm. If nopony else was going to step forward, she would.

“Dewdrop, Raindrop, stay here. I'm going to go talk to them.”

“But, they look scary!” Raindrop whimpered, clinging to Surprise.

Surprise smiled understandingly. “I know, but that doesn't mean they are. You can't judge anypony by their appearance, Raindrop. It looks to me like they just want to talk, so I'm going to talk to them. Now stay here with Sonata, and don't worry, you'll be able to see me the whole time.

Reluctantly she nodded and released Surprise's leg. Surprise then set down her party bag and took off to greet the visitors.

~~~

Chrysalis frowned. The ponies' reaction to their appearance had been almost exactly as she'd expected, but that didn't mean she liked it. Slowly she approached the row of what appeared to be the colony's guards with Sallis and three of her guard by her side. The ponies seemed to tense as they drew near, but Chrysalis halted halfway trying to show that they weren't hostile. Still none of the ponies dared approach.

She sighed heavily thinking of how many times she'd seen such a reaction over the years. Well she was patient and could wait as long as it took for one of them to work up the courage to come and talk.

“Hello!”

Chrysalis almost jumped back as a white pegasus with an extremely curly golden mane seemed to just appear right in front of her. For a moment she just stared at the pegasus stunned as she hovered right in front of her. She didn't seem nervous at all, in fact she was smiling so cheerfully that Chrysalis felt herself beginning to smile as well.

“Uh, hello.”

The Pegasus smiled and dropped down to the ground in front of her. “Everypony else was being a bunch of scaredy cats, but it looked to me like you just wanted to talk, so I thought that I'd come talk to you since that's what you wanted and I always like meeting new ponies but you're not a pony at all are you. That's okay though, I'm still happy to meet you.”

Chrysalis blinked. “Yes, we did come to talk. My name is Queen Chrysalis and these are my subjects. We are changelings.”

“Ooohhh, changelings,” she said as if that explained everything.

Chrysalis raised a brow curiously. “Have you heard of us before?”

“Nope.”

Unable to stop herself, Chrysalis laughed softly then shook her head. “Well we have lived in secret for a very long time, it is not surprising that you would not have heard of us. Very few ponies alive know we ever existed at all,” she said smiling down at her. “What is your name, pegasus?”

A huge grin spread across her face. “Surprise!” She exclaimed jumping up into the air, flaring her wings and throwing her fore hooves high over her head.

Chrysalis recoiled slightly, startled. “What was that?”

She grinned sheepishly. “Sorry, I just like doing that.”

“Why did you though?”

“Because that's my name: Surprise.” She replied with a grin.

Chrysalis stared at her a moment more then finally laughed again softly. “I see. I'm pleased to meet you, Surprise.”

“Me too. So what are you 'lings doing here?”

“We've come to offer you all our aid, to help you ponies in any way we can. We want to make this world a better place,” Chrysalis told her sincerely.

“Really!? You want to help!?” Surprise asked with a huge smile.

Chrysalis nodded.

“Hey everypony! They're here to help, so let's make them welcome!” Surprise shouted back to the rest of the ponies watching with amazing volume. To Chrysalis's surprise, the tension that seemed to be hanging over the ponies immediately dissipated. Just who was this Surprise in the colony?

“Oh and your timing couldn't be more perfect! We're having a welcome-to-the-colony party tonight and you can come as guests of honor!” Surprise exclaimed then there was a flurry of movement during which Chrysalis only caught glimpses of a white and yellow blur. Before she knew it she found a small toy horn in her mouth and a brightly colored cone shaped hat on her head.

Bewildered she glanced around and saw the rest of her guard now all had either hats or party horns. She looked down at Sallis who looked up at her with a horn in her mouth as well and an equally bewildered expression. Then Sallis did the only thing that seemed appropriate at that moment. She blew the horn.

Author's Note

So those that have read my other stories will have recognized the confrontation between Chrysalis and Midnight Star. Being connected I will be using the same head-canon for changelings in both stories.

Also, you may have noticed by now that aside from Chrysalis, Sombra, Celestia and Luna, no canon characters have appeared or been mentioned. This is because only characters that date back to before the timeline of this world diverged from the canon timeline will remain the same. There are however alternate versions of canon characters that will appear throughout the story. Surprise is probably the most obvious being this world's version of Pinkie Pie. Midnight Star is also an alternate of course. With that in mind, three guesses who Sonata is an alternate of. ;)

Chapter 3: Sallis

After Midnight
By Nebula Star

Part 1: The Darkest Night
***
Chapter 3: Sallis
***

Buzzing her wings briefly to try and get her blood flowing, Sallis yawned widely as she entered the kitchen of the small home she'd found herself living in.

“Silly, you didn't have to get up so early just because I did!” Surprise said grinning broadly over her breakfast.

How this pony always had so much energy Sallis couldn't begin to guess. She'd lived with them for almost a year now and that mystery still eluded her. “Surprise, how many times do I have to tell you? I'm your body guard. I have to stay with you,” she said though she couldn't help but smile. In all her four thousand years, she'd never met a pony before quite like Surprise.

“Oh, so are we playing tag today? Or is it hide and seek?” She asked with a wide grin.

Sallis just rolled her eyes smiling. “Neither, we have things to do remember? There's another party tonight.”

“Well duh, but that doesn't mean we can't play tag on the way!” Surprise insisted cheerfully. Perhaps a little too cheerfully, even for her. Sallis had lived with them long enough now to recognize this kind of extreme cheerfulness to be Surprise's defense mechanism.

“Is something wrong?”

Surprise's demeanor changed in an instant, her almost manic grin fading and her eyes lowering to the table. “Today is Raindrop and Dewdrop's birthday... But it's also the anniversary of the day their mother died,” Surprise said almost too softly to hear.

Sallis understood then. She stepped over to her friend's side and put a hoof around her shoulders comfortingly.

“I want this party to be perfect... for them...” Surprise said softly, a shimmering of tears coming to her eyes.

Sallis smiled and squeezed her shoulders comfortingly. “Well, if anypony can make the perfect party it's you. But I think there's something else you could do for the twins that would mean even more to them.”

Surprise looked up at her. “Really?” She asked sounding slightly disbelieving. “What?”

“Be here for them,” Sallis told her smiling. “You mean the world to those fillies, Surprise. As much as I'm sure they'll enjoy the party, they'd enjoy spending the day with you even more.”

“You... you think so?”

Sallis smiled and nodded.

“She's right, Surprise,” another voice said from the door to the hall causing them both to look up. Sonata was standing there smiling.

Sallis gave her a quick smile then shook Surprise's shoulders. “We do still need to throw the party though. So come on, let's go get everything ready as quickly as we can and with my help you should be able to get back here with plenty of time to spend with the girls before the party starts.”

Surprise looked up at her a moment, then smiled and nodded.

Sallis gave her shoulders one more squeeze then looked up at Sonata. “Sorry if I woke you; I tried not to disturb you.”

“Sallis, you know very well that I can't sleep without your hooves around me.” She said walking over to her with a smile, and she nuzzled Sallis's neck.

Sallis blushed slightly embarrassed but returned the gesture anyway. She was still getting use to their relationship. She'd had countless relationships before with both mares and stallions; just about all of them intimate. But this was the first time she'd ever been in a relationship with somepony who knew who and what she really was. That knowing made the relationship so much more for the changeling. Just one more of the joys that was a result of her new life in the colony.

They'd started out just sharing a room since Sallis had been assigned as Surprise's bodyguard but Surprise's home didn't have any extra bedrooms. Sallis wasn't sure when exactly her relationship with Sonata had changed to what it was now, but she knew she wouldn't trade it for anything.

“You two go get everything ready for the party. I'll watch the girls until you get back,” Sonata told them then smiled and gave Sallis an affectionate kiss.

Sallis sighed longingly then gave her one last smile before turning to Surprise. “You ready?”

“Yessiroony! Just let me grab my party bag and let's get going.”

~~~

Sallis smiled returning the greetings of many of the ponies they passed while Surprise did the same. After living so long in secret, life in the colony was so different from what the changelings were use to. The ponies had been so accepting. Sure they'd been nervous at first, but now, looking around, Sallis saw dozens of her fellow changelings smiling and working side by side with the ponies completely out in the open. None of the ponies thought of them as monsters any more.

Much of their acceptance was due to the gratitude the ponies had for the protection the changelings provided. But just as much was due to the example Surprise had set from the very first day, and all of her efforts since that day. Surprise always tried to make everypony feel welcome, including changelings, even if others would think of them as monsters.

Surprise was the most important ally the changelings had among the ponies. And Sallis had no doubt that the future between changelings and the ponies of Equestria would continue to depend on the party pegasus.

That was why Chrysalis had asked Sallis to protect Surprise with her life.

~ “You wanted to see me?” Sallis asked entering the Queen's chambers within the hive. “I heard you're planning on moving into the colony on a more permanent basis.”

Chrysalis smiled and nodded. “I will be spending more time there than here anyway. We still need to maintain the hive for the time being though. So don't worry, we're not abandoning our home.”

Sallis nodded in agreement. The colony couldn't house all the changelings, or even half of them for that matter, so it was prudent for them to keep the hive going. There were also those among the changelings that felt too exposed living anywhere except within the hive.

“So what did you wish to see me about?”

Chrysalis gestured for her to sit across from her and waited until she did to speak. “Now that we've been aiding the colony for a couple months, I wanted to ask what you've noticed about the pegasus Surprise.”

Sallis thought about it for a moment. “Well, she's completely unpredictable. I don't even know the extent of what she can do, let alone what she will do. She's very accepting and forgiving, though. And she's always cheerful; I've never met anypony so adept at getting others to smile.”

Chrysalis nodded. “Yes; but what about her role in the colony?”

“Well she doesn't hold any official title or authority. But it is clear that the council depends on her a great deal to keep up moral. From what I've heard the last year since Surprise came to the colony has been the happiest many of the ponies can remember.”

“Exactly, and love and happiness are very closely linked.”

Sallis nodded, that went without saying. “What are you getting at, mom?”

“I'm simply pointing out that Surprise is easily the most important pony in the colony for us,” Chrysalis told her. “Both because of the example she sets in being so accepting of us and also because of how much she improves moral in the colony, essentially providing us with the energy we need.”

“I guess that's true,” Sallis said with a shrug. “But why did you call me here?”

“I'm going to ask Surprise to aid more directly in relations between changelings and ponies; to act as a adviser of sorts for me,” Chrysalis explained. “But as for why I called you here, we can't afford to lose such a valuable ally. That is why I am giving you the assignment of being Surprise's bodyguard; I want you to stay with her at all times and protect her however you can, even with your life if necessary.”

Sallis looked up at her surprised. For Chrysalis to give any of the changelings an order to protect a pony with their life was almost unheard of. Being immortal, and not to mention her children, Chrysalis had always placed the lives of changelings above those of ponies. “You really think she's that important?”

She nodded. “I believe Surprise may be key in establishing a lasting relationship between us and the ponies of the colonies, and possibly all the rest of Equestria as well.” ~

“Equestria to Sallis? Anypony home?”

Sallis blinked and looked up to see they had reached the colony's main square and Surprise standing in front of her, party bag still on her back. “Sorry, I was just thinking.”

She just grinned. “Okey dokey lokey, but put your daydreams on pause so we can get everything set up,” she said slinging the party bag down off her back and opening it up. Sallis still wondered if there was some kind of magic on that bag. It didn't seem possible for it to hold as much as Surprise somehow carried in it.

Before they could even get started though, Sallis yawned, unable to stop herself.

“Sonata keep you up all night?” Surprise asked knowingly.

Sallis felt her cheeks burning and was just glad that it wouldn't show through her dark hide. “Uh...” She trailed off not sure what to say. She couldn't deny it.

Surprise grinned. “You two were pretty noisy. It's a good thing your room isn't next to the girls'.”

Sallis was certain that her blush would show despite her dark hide. “Sorry...” She couldn't think of anything else to say.

“Ah, don't sweat it,” Surprise said digging out the various decorations and other supplies from the mysterious depths of her bag. “I'm just happy that you two are happy.”

She smiled then, though still somewhat embarrassed. “Thanks,” she said and then stepped in, taking some of the decorations Surprise was getting out and went to put them up. She'd helped often enough by now that she knew just what to do.

“Honestly though, how do you feel about Sonata?” Surprise asked, joining her with more decorations to put up.

Sallis looked at her a little surprised, she and Sonata had been together for a few months and Surprise had never asked her anything like that before. “Why do you ask?”

“Well you told me that you're super old and that you've had lots and lots of relationships before. So is your relationship with her just to pass the time? Have a little fun?” Though she didn't say it, it was clear that Surprise wouldn't approve of Sallis using Sonata like that.

“No, it's nothing like that. I... I love her, I really do. I mean...” She sighed trying to think of how to put it into words. “Sonata's the first pony I've ever been with that knows the real me. Every other relationship I've been in, they never knew who I really was. Even when it was just my name and appearance that were different; they still didn't know me.” There had been so many. So many lovers, husbands, wives, so many over the years. There had been a few that she'd stayed with for their entire lives, using her shape-shifting to give the appearance of aging. She had loved many of them.

She sighed, none had known the truth however, none had ever known the real Sallis. Though she had loved them, they didn't even know her. “But Sonata, she's never known anything but the real me. She knows exactly who I am and what I am and she loves me all the same. I... I've never felt this way about anypony before, even in all my years,” Sallis told her sincerely.

Surprise smiled up at her. “Good, because I can tell she really loves you too, and I wouldn't want her to get hurt.”

Sallis smiled. “I'll never hurt her.”

~~~

“Don't get so worked up about it; so we lost a few months. At least we earned our keep, and now we're on our way again...” Destiny tried to comfort her scaled friend as they prepared for the day.

Reshkirana wasn't about to be comforted however. It had been her own fault after all; another botched spell that had ended up setting fire to a small lumber mill. Without anything of real value save the elements, which she definitely could not give up, she'd had to work to pay for the damages. They mill's owners had been nice enough about it, and Reshkirana's own sense of honor had demanded that she repay them, so it hadn't been an unpleasant experience. But it had still cost them time.

What was worse was that they were now certain that none of the bearers were in the western lands either. Which meant that the only place left to look was the lands to the north, between the two seas; Equestria and the Crystal Empire.

“We'll continue east to the Zebra lands and resupply and rest there for a week or two, then head north from there. The badlands are supposed to be easier to cross than the desert if only because they're not full of sand,” she said simply then occupied herself cleaning up their small fire pit, making sure the coals were smothered. They were still in the arid lands south of the abandoned nation of Saddle Arabia, and it often got cold at night.

“Kira,” Destiny said softly stepping up to the dragoness's side and putting her bat wing around Reshkirana's fur covered shoulders. “Try to cheer up, okay.”

“It's been over two years!” Reshkirana objected though already she felt some of the tension leaving her.

“I know,” Destiny comforted as she gently nuzzled Reshkirana's neck. “But we know where to look now; we'll find them, and we'll save the world.”

Reshkirana sighed wondering why she'd had to find the bearer of kindness first; she just couldn't brood properly with Destiny around. At least, not since Destiny had come to know her well enough to know how to calm her down.

“You should go find something to eat. I'll just finish cleaning up the camp.”

Destiny smiled. “Okay, fire-starter,” she said playfully then flew off toward one of the few stands of trees in the area that they had found were growing around a small stream.

There were dangerous animals in the region, but Reshkirana wasn't worried. They'd avoid her simply because she was a dragon. As for Destiny; Reshkirana had put plenty of protective spells on the young nocturne, spells that nothing short of a hydra could possibly break.

So she simply continued preparing to leave for when Destiny returned. Though they'd encountered one frustrating delay after another; Reshkirana had to admit, she'd enjoyed the last two years traveling with Destiny.

~~~

“So are we almost done?” Sallis asked having put up the last of the decorations.

“Just about,” Surprise answered cheerfully.

Sallis nodded and waved back to another changeling passing by. Surprise saw and waved as well. She knew all the changelings that had permanently moved to the colony by now and could recognize them in both their pony form and changeling form.

“Hey Sallis, I've been wondering. Why don't you ever use a pony form? Do you not have one?”

She blinked and looked up at the pegasus. “I just don't feel like it.”

“Do you have one though?”

Sallis rolled her eyes. “Of course I have a pony form. We can take any form we want!”

“But the other changelings always take the same pony forms when they transform,” Surprise said sounding a little confused as she dropped down to the ground having finished with the decorations.

“I know, that... that's part of our promise to you Equestrian ponies. We will never take another pony's form without their permission and we will never use a pony form to deceive you. Remember?”

“Well that doesn't mean you can't take different pony forms so long as we know it's you,” Surprise said pointing out the loophole.

Sallis gave a small nod. “That's true, but... it's like this. The first thing every changeling does when learning to transform is come up with a pony form for themselves. A completely unique appearance. It's an exercise to help them develop an attention to detail that is vital in designing a pony persona. It's a lot easier to copy somepony you see than to design a look on your own. But we've promised not to do that without your permission so most of us will just use that original pony form we designed for ourselves.”

“But you never do.”

Sallis shrugged. “Like I said, I just don't feel like it. I do have one of course, but after thousands of years of hiding my true self it's kind of nice to be able to be myself out in the open like this,” she said then blushed as she went on. “And to have somepony love me despite what I am.”

Surprise smiled knowingly. “So what do you look like as a pony?”

“You want to see?”

“Yeah, that would be super duper!”

Sallis smiled at her enthusiasm. “Well alright,” she said then green flames erupted around her, engulfing her for a brief moment. When they cleared instead of Sallis there was a young earth pony mare with a golden brown coat and a reddish brown mane and tail, both long and in an elegantly flowing style. “So what do you think?” She asked, her green eyes contrasting with the reddish hue of her mane.

Surprise grinned. “That looks nothing like you!”

Sallis just stared at her a moment; that hadn't been the reaction she was expecting. Finally she laughed, realizing Surprise was joking. “Well you'd probably understand better if you knew what my father had looked like.”

“You should totally stay in that form until we get home! See how long it takes Nata and the girls to realize it's you!”

She smiled but transformed back. “I'm pretty sure Sonata is clever enough to realize that if I'm not with you then the unknown pony that is must be me.”

“Ah, come on, it would be fun.”

“Maybe some other time.”

“Oh, okay,” Surprise said sounding disappointed and picked up her now empty party bag. “Well let me put this in the council building and let's get home!”

~~~

Sallis was smiling as she walked alongside Surprise. She hadn't seen the pegasus in this good of mood for a few days, and it wasn't the fake cheerfulness that she'd had earlier. It seemed she had been worrying about making the party perfect for the twins for some time. Now that she knew what the fillies really wanted however, knew what to do to make them happy, she could do so with her usual enthusiasm.

Suddenly Surprise froze mid step, her eyes widening. For a moment she just stood there, then her wings shot open followed by her fore-legs shaking as if she'd seen a ghost. Finally a shiver ran visibly down her back. “Oh no...”

“What, what is it?” Sallis asked, familiar with Surprise's strange sixth sense.

“Something's coming. Something big.”

The ground shook even as she said it. Not much, but enough that they felt it in their hooves.

“What's coming?” Sallis asked, worried as they felt the ground shake again.

“I don't know, last time it was a...” She broke off as a thunderous roar echoed through the colony.

“Ursa major!” One of the volunteer guard shouted galloping into view. “There's an ursa approaching the north wall! Everypony, evacuate to the southern districts!” Then several others of the guard appeared spreading out through the streets of the northern parts of the colony, warning ponies of the danger.

Sallis barely noticed, she focused her mind reaching out through the bond that every changeling had with their mother and queen, Chrysalis. Of all the days for Chrysalis to be at the hive! 'Mother! There's an ursa major headed toward the colony!' She almost shouted mentally.

'Yes, I know, Sallis. I'm bringing a strike team, we'll be there in ten minutes. You just keep Surprise safe!' Chrysalis's reply came back, worry clear in her mental voice.

“Chrysalis is on her way,” Sallis told Surprise. “Come on, let's get somewhere safe.”

With a loud crash one of the trees just beyond the north wall buckled and fell as an enormous celestial bear pushed past it and let out another thunderous roar. Screams filled the streets as the ponies saw the giant beast all too close. The bear looked at the colorful equines galloping for their lives. With a single swipe of its enormous claw, it shattered a section of the wall.

“Surprise, let's go!”

“But they're in danger!” Surprise objected looking at the dozens of ponies galloping down the streets and narrow paths between the colony buildings. The ursa was nearly upon them already. “We have to distract it!” She said and without a moment's hesitation, she took off toward the beast.

Sallis cursed, but she knew Surprise was right. Taking off as well, she pushed herself to catch up to the pegasus. “Surprise! I'll distract it! You get the ponies to safety!” She yelled wanting to keep Surprise as much out of harm's way as she could. Then another scream rang out and Surprise looked down to see a young mare desperately trying to get out of the ursa's reach; galloping for her life, but it was already too late. The ursa raised its paw to strike.

Surprise dove with a sudden burst of speed, picking up the mare just in time and narrowly avoiding the massive claws as she carried her a safe distance away before setting her down. “Run!”

She didn't need more encouragement.

“Surprise, let me handle this!” Sallis tried again, but Surprise paid her no heed. With a determined look on her face she flew up to giant bear's face, so close that the ursa had to cross its eyes to look at her.

“Hey ya big mean meany head! You leave my friends alone!” She shouted, punctuating her shout with a kick between the eyes.

The ursa roared angrily and swiped at her with a massive forepaw, but Surprise was too quick and dodged it, delivering another swift kick to the ursa's ear.

“Dammit, Surprise!” Sallis growled as she dove in to attack as well, following close behind the pegasus. If she forced the ursa to divide its attention between them, maybe they'd be able to hold out until Chrysalis arrived.

She should have known it was too much to hope for.

Surprise delivered another swift kick, this time to the tip of the ursa's nose, but she misjudged her aim and hit the ursa's nostril. Her kick going further than she'd expected, she was thrown off balance and wasn't able to recover quickly enough. Sallis saw the ursa's swipe connect; saw Surprise's wing crumple; saw her friend thrown uncontrollably toward a nearby house. She didn't have time to think. Sallis threw herself in Surprise's path, trying to catch her, to slow her; desperately trying to save her.

Surprise slammed into Sallis with bone breaking force. She reflexively flared her wings trying to slow them, holding onto Surprise as they flew through the air. Then her back smashed into a wall. A wall that shattered around them as they passed through. They may have hit another wall, or perhaps a large piece of furniture, Sallis wasn't sure, before finally coming to a stop in the house as it began to collapse on top of them. Pain erupted through Sallis's body and as it overwhelmed her, her last conscious thought was that it wasn't just the wall that had shattered.

Author's Note

So, great place to end the chapter huh... But don't worry; I've already gotten started on the next chapter and it shouldn't be too long. So you won't have to wait too long to find out what happens to Sallis and Surprise.

As for Reshkirana and Clandestine. Two years already traveling together with nothing to show for it. Good thing they had several years when they started.

Chapter 4: End of an Era

After Midnight
By Nebula Star

Part 1: The Darkest Night
***
Chapter 4: End of an Era
***

Chrysalis tucked her wings back and dove down into the wreckage of the small house. The Ursa had been dealt with; she and her strike teams had driven off ursa majors from the hive several times in the many years they'd been in the forest, even when they had been weak on the edge of starvation. Now with the strength they'd gained from the love within the colony, they had little trouble with the beasts.

Even so her heart was racing. She had tried to contact Sallis and gotten no response, so she'd started searching for her and Surprise. She had begun to worry when eye witnesses had told her that Surprise and Sallis had tried to distract the beast so others could escape. Then one had told her that the beast had managed to land a hit on them and that they'd crashed into this house that was in ruins. The rest of her strike team was making sure the ursa didn't turn back, but she called every nearby changeling to aid her as she began digging through the wreckage as much with her hooves as with her magic, dreading every moment what she would find.

As she tossed debris aside she tried again and again to contact Sallis telepathically, hoping she would answer, that what the witnesses had said was wrong. Then she lifted a broken piece of a door out of the way and saw bright yellow. Surprise's tail.

With a tremendous surge of magic, Chrysalis lifted the rest of the debris and tossed it aside, for once not caring how much energy she was wasting. There they were, Surprise and Sallis, lying a few feet apart where they had landed after crashing through the side of the small house. One look was all it took to bring Chrysalis to her knees.

“Please no.” Her eldest daughter, her one remaining link to the brightest moments of her past; and her friend, and hope for her children's future. Both were barely alive. Both seemed to be fading.

Without a second thought Chrysalis touched her horn to Sallis's shoulder and channeled much of her own love energy into her, it wouldn't heal her, but it might give her the strength to survive.

For a moment there was no sign that it had done anything at all, then Sallis coughed and choked briefly before coughing again and a little blood trickled out the corner of her mouth. Finally her eyes slowly opened. Their ghostly blue glow was dim, reflecting her condition.

Chrysalis didn't know why her children had such eyes when her own eyes were far different, but she'd long since gotten use to them. She couldn't explain it, but somehow she could always tell when one of her children was looking at her. So she knew when Sallis looked up at her.

“Hi mom,” she said her voice weak, not much more than a whisper.

Chrysalis smiled sadly. Of all her sons and daughters, Sallis was the only one who normally called her 'mom'. “Don't try to move, help's coming.” She said gently, trying to sound reassuring.

Sallis took a few shuddering breaths, looking up at her before trying to speak again. “I... I'm... not going to... make it, am I,” she managed. It wasn't really a question.

Unable to deny that bitter truth, Chrysalis trembled, tears filling her eyes. “H... Help is on the way,” she repeated lamely. “Just hold on.”

“Mom... I... I can't feel my legs. It's hard to breath...” She shook her head what little she could. “I've seen enough death to know when it is close.” She coughed again bringing up more blood as if to emphasize her point.

Chrysalis closed her eyes trying to hold back her anguish and gave a tiny nod, tears running down her cheeks.

Sallis let out a small sigh then slowly turned her head trying to look over the pegasus she'd been trying to protect. “Wh... what about Surprise?”

Opening her eyes once more, Chrysalis looked over at the Pegasus, truly assessing her injuries for the first time. One of her wings was clearly broken, as well as one of her forelegs. Her entire left side was badly bruised, some of the bruising likely hiding other internal injuries. She was breathing shallowly as if it were difficult for her. She seemed weak... all too weak.

“I don't think she's going to make it,” Chrysalis answered in a whisper. “None of her injuries seem fatal on their own, but all at once...” She shook her head. “I think her body is in shock, she just doesn't have the strength to recover. I don't dare move her as weak as she is. I sent for the doctors but...” She shook her head feeling the tears falling from her eyes.

Tears came to Sallis's eyes as well as she watched Surprise struggling to breath. “Mother... do you think... that Surprise could... could make it, if she had my strength?”

Chrysalis's eyes widened looking down at her daughter. “Sallis, No!”

“Do you think she could make it?” Sallis asked again. Her tone, though weak, demanded an answer.

“Sallis...” Chrysalis almost whimpered. She knew what Sallis was thinking, knew the cost.

Sallis just looked up at her, her eyes pleading for an answer. “Mother, please.”

“I...” She shut her eyes against the tears. She wanted to lie, to say that there was no hope for Surprise, knowing all too well what Sallis would ask of her if there was even the smallest chance. But she couldn't lie, not with her. She never lied if she could avoid it, but she especially couldn't lie with her. “Possibly, I can't be sure, but she might be able to survive if she had more strength.”

Sallis looked over at Surprise. She coughed then said two words Chrysalis didn't want to hear; “do it.”

“Sallis, no! I can't do that to you! I swore after Tallis that I'd never do it again!” Chrysalis exclaimed tears falling freely from her eyes.

“If it will save Surprise...”

“It would kill you, Sallis!” Chrysalis cried.

Her daughter just looked back up at her sadly. “I'm already dying,” she said softly.

It was all Chrysalis could do not to collapse in tears. “Please, don't ask this of me! I can't, Sallis...”

“Mother, please,” Sallis breathed looking up at her with tears in her eyes. “She has two fillies that... depend on her. She's... she's everything to them. They've lost so much already.”

Chrysalis knew all too well the two fillies Sallis meant. She'd been working with Surprise for months and had met Raindrop and Dewdrop numerous times. “Sallis...”

“You told me to protect her with my life!” Sallis interupted with as much strength in her voice as she could muster. “Please, help me do as you asked.” She looked up at Chrysalis, desperate tears in her eyes. “Don't let me fail the last assignment you ever gave me... Mother, please... make my death worth something... Help me save her, before it's too late.”

Chrysalis sat, trembling in her torment. Sallis was right; she wasn't going to make it and if, by giving what little life she had left, she could save Surprise, wouldn't it be worth it? To save the adoptive mother of two young fillies?

But to do so she would have to kill her own daughter. Even if Sallis was already dying, the spell would still take what little life she had left.

“Mother, please,” Sallis said softly one last time, her eyes begging Chrysalis to do the deed.

Tears in her eyes, Chrysalis picked up Sallis into one last embrace, though Sallis could not return it. She held her daughter as she gathered her resolve. “I'll always love you, Sallis,” she whispered softly then gently laid her back down.

Sallis smiled up at her in thanks. “When you see Sonata, tell her that I love her.”

Chrysalis nodded that she would. Then, reaching through the bond she shared with all her children, she began to cast a spell. A spell that would draw out not only the love energy Sallis held, but her life force, her essence, as well. The magic worked quickly as Chrysalis forced herself to grant her daughter's wish. Her horn glowed with the gathered energy as the spell continued to drain Sallis of her strength and her power.

Sallis continued to smile as she felt herself weakening. “Thank you... I love you, mom,” She said softly as the last of her strength was drained away. Then the soft glow of her eyes dimmed to nothing and her body went completely limp as her long life finally reached its end.

Chrysalis almost broke down right then, knowing that her eldest daughter was now truly gone. But she held firm, she couldn't let Sallis's sacrifice go to waste and she couldn't hold the energy she'd taken from her daughter for long.

Turning to Surprise she leaned down and touched her horn to the pegasus's side, channeling the energy into her battered body. As it flooded through her, Surprise suddenly gasped for breath. It had been close; Surprise had almost stopped breathing already. But now with the added strength from Sallis, her starved lungs were working hard to replenish the oxygen in her body. She didn't wake, but her breathing was now strong and steady. Chrysalis took it as a good sign, that Surprise would in fact survive.

Looking to some of the other changelings that had gathered at her call, she gestured for two to come to her side. “Take her to the clinic quickly, but carefully,” she ordered. They both nodded and carefully lifted Surprise with their magic heading toward the colony's clinic as quickly as they could while levitating her as level and as gently as possible. Then she sent a second message through her son that she'd sent to fetch the doctors that they were bringing Surprise to the clinic instead.

Once they were gone and the message was sent Chrysalis turned back to Sallis's lifeless body. The last daughter of the only stallion that had ever married her knowing full well what she was; that had loved the real her. She couldn't hold back anymore; she'd been holding back her pain for far too long. She'd always tried to appear strong, to be the queen her children needed her to be. She'd built a dam to hold back her emotions, to hold back the tears. But every time one of her children had died another piece had been chipped away. Sallis had been her source of strength for so long; she'd been the only one who truly knew her, and she'd always been there. Now that one source of strength, that one support, was gone and the dam was crashing down. Chrysalis couldn't hold it back anymore; she didn't want to.

Tossing her head back Chrysalis screamed in anguish.

All around her the changelings that she had called to help stood by and watched, not knowing what to do. They'd all known Sallis, known she was favored of their queen. Not one had ever resented her for it though. Sallis had always gone out of her way to help her fellow changelings. She'd been a shining example that they'd all striven to emulate. But none of them had known their queen as Sallis had. None of them knew how to comfort their mother. So they all stood silently by, heads hung low in despair as their queen cried over the loss of her most faithful daughter.

~~~

Ever since the changelings had come to the Brookstone colony, many refugees had sought them out, both from other colonies as well as those that had managed to escape from Canterlot. The colony had become known as a safe haven, and nopony was turned away.

Among the many refugees they'd taken in were two doctors. Being so deep in the forest, even with the added protection of the changelings, there was still a lot of danger and ponies often were injured. So the colony had eagerly provided the doctors with what they would need to set up a makeshift hospital. Due to one of the doctors not wanting to call it as such, the converted home had instead become known as the clinic.

With only four rooms for patients and a makeshift operating room, they only tended the worst injuries at the clinic itself while most other injuries were tended in the patient's homes. It was in one of those four rooms however that Surprise was placed, with several pieces of magic powered health monitors hooked up to her. She hadn't woken yet.

Chrysalis sat against the wall, watching over Surprise. The doctors had assured her that Surprise's condition was stable and improving, but still Chrysalis insisted on staying. She didn't want her daughter's sacrifice to go to waste because nopony was around in case something happened.

It hadn't been until Surprise's injuries had been tended and she'd been placed in this recovery room that Chrysalis had realized that the rest of Surprise's household should be told what had happened. It had already been almost two hours at that point. She'd sent one of her changelings to deliver the message that Surprise was in the clinic as soon as she'd thought of it and received word that Sonata and the twins were on their way. She expected them soon.

Until they arrived however she stayed where she was; watching in silence as tears slowly slid down her cheeks. She wouldn't hold back her emotions anymore. She couldn't. No more masks, no more acts. She couldn't bear them any longer. For better or for worse, the world would see the real Chrysalis.

Four thousand years. She'd almost forgotten what it was like to let her emotions show, to be herself. It felt good. Perhaps she had been a fool to hide them.

A soft knock at the door brought Chrysalis out of her thoughts. She wiped the tears from her eyes quickly as she went to open the door. Chrysalis had met Sonata on a few occasions just as she had met the twins that stood at her side.

“Queen Chrysalis!” Sonata exclaimed in surprise and quickly bowed. Chrysalis smiled but gestured for her to stop.

“No need for that, you're not one of my changelings,” she said kindly.

“Where's Surprise!?” One of the fillies demanded, her expression hard despite the tears in her eyes. Her sister was nearly trembling, clearly about to collapse in tears at any moment.

Chrysalis smiled reassuringly and stepped aside gesturing into the room. “She's right here. The doctors say she's going to be just fine.”

The fillies didn't wait, they rushed past Chrysalis at a full gallop to the bedside where they jumped up on either side of Surprise putting their little hooves around her as both began to cry.

“Careful, girls,” Chrysalis cautioned, concerned that they may inadvertently hurt their caretaker and friend. They immediately pulled away, terrified that they might injure Surprise but still laid by her sides looking up at her, letting their tears flow freely.

“They were so worried when we got the message,” Sonata whispered softly as she and Chrysalis watched. “Today is their birthday, but it's also the day their mother died. If they had lost Surprise...”

Chrysalis nodded understandingly.

Sonata watched the fillies a moment longer but then worry filled her eyes as she realized someone was missing. “Where's Sallis?” She asked softly.

Chrysalis lowered her eyes to the floor. “Sallis, she didn't make it,” she said quietly enough so only Sonata would here.

The news stole the strength from Sonata's legs and she had to lean heavily on the doorframe to keep herself on her hooves. “She... she's gone?”

Sadly, Chrysalis nodded, renewed tears in her eyes. “They were both dying when I arrived. Sallis, she gave her life to save Surprise.”

“She was noble like that...” Sonata whispered unable to hold back the tears coming to her eyes. Knowing well how close she had been to her daughter, Chrysalis turned to her and gently pulled her into an embrace. She tensed at first, but then seemed to realize that Chrysalis shared her pain and leaned into her shoulder crying softly.

“Sallis asked me to tell you, that she loves you,” Chrysalis said softly, holding the young mare as she cried for the loss of her love.

~~~

Consciousness returned slowly to Surprise. At first all she was aware of was a strange new feeling. It was like a light in the back of her mind, not quite seen, and a pressure not quite felt. It seemed to be two parts. One felt old and somehow familiar, as if it had been there all along; the other felt new and exciting. She forgot about the strange sense altogether though as she continued to drift toward consciousness and she became suddenly and fully aware of just how stiff and sore she felt.

Ow! I haven't felt this bad since I forgot Tea Leaf's birthday! Surprise thought as every one of her injuries complained at once. Deciding it was better not to move at the moment, she instead opted to open her eyes. When she did she was glad she hadn't tried to move, because she found that she wasn't alone. Dewdrop and Raindrop were lying against her sides, both fast asleep. Surprise smiled seeing them, they always looked so peaceful when they were asleep.

Then a small detail caught her eye, there were tears still shimmering in Dewdrop's eyes. She had been crying, actually letting her emotions show. Surprise almost wanted to cry herself seeing that; perhaps the filly was finally starting to recover.

Reluctantly looking away from the twins, she turned her attention to her own injuries. One of her wings was splinted and bound against her side and one foreleg was in a cast and immobilized. Her left ankle was very tightly bandaged, as was her chest and barrel. Her entire body felt like one big bruise, almost every movement she made caused another muscle or joint to ache. Altogether she felt like she'd been slapped through a wall by they paw of a giant constellation bear...

Seeing that her injuries had been cared for though, she guessed the doctors had already been by to see her so she'd probably find out exactly how bad her injuries were when they came to check on her. She hoped her wing would heal alright; she couldn't imagine being unable to fly.

Until the Doctors came to check on her however, she'd have to just wait. So for the time being Surprise glanced around the room to see where she was. She recognized it of course, she was in one of the recovery rooms at the clinic. She'd visited sick and injured ponies here often enough. There was one other occupant in the room however.

“I'm glad to see you're awake,” Chrysalis said softly stepping over to the bedside then levitated a glass of water with a straw to her. “Here, you should drink this.”

Surprise gratefully drank the entire glass, as her throat had just decided to make her aware of just how dry it was. “Thanks, Chrissy,” she said keeping her voice low as well so she wouldn't wake the twins.

Chrysalis smiled and nodded as she set the glass back on the bedside table. “They refused to leave,” Chrysalis told her gesturing to the twins. “I suggested they use one of the beds in the empty rooms but they refused, they've stayed by your side all night.”

Surprise smiled down at the fillies lying by her sides. “Was Dewdrop really crying?” She asked softly.

“They both were; most the night until they fell asleep,” Chrysalis confirmed with a nod.

“Dewdrop hasn't cried or shown any emotion openly since their mother died,” Surprise said with a sad smile. She watched the filly for a few moments more before looking up at Chrysalis. “The party was wrecked wasn't it...”

Chrysalis almost laughed, leave it to Surprise to worry about a party when she'd just come back from the very edge of death. “I'm afraid the party was canceled, yes. Everypony and everyling had to help do a quick repair on the wall.”

“Stupid, grumpy bear...” Surprise grumbled under her breath.

Chrysalis's smile faded then. “Surprise, we need to talk about what happened. There's something you need to know.”

“What is it?” Surprise asked, a little worried that one or more of her injuries wouldn't heal completely.

“When you were hit, Sallis, she tried to save you, to catch you and soften the impact. The two of you smashed through the wall of a house together and then the house collapsed on top of you.”

“Is Sallis alright?” Surprise asked; fear for her friend's well-being overriding her worry about her own injuries.

Chrysalis lowered her eyes. “You were both dying when I found you, but I was able to help Sallis regain consciousness. She... she knew she wasn't going to make it, so she offered her life to save you. If it weren't for the strength you received from Sallis, you would have died as well.”

Surprise stared at Chrysalis as what she was saying became all too clear. “She's gone?” she whispered tears coming to her eyes.

The queen silently nodded.

“It's all my fault,” Surprise breathed, beginning to tremble as the realization hit her. “If I had flown to safety when she told me too...” She broke off when Chrysalis gently placed a hoof over her mouth.

“Don't blame yourself, Surprise. You couldn't have known what would happen.”

Surprise sniffed but couldn't hold back the tears filling her eyes. Deep down she knew Chrysalis was right, but that didn't stop her from thinking of what she could have done differently. And it didn't change that her friend was gone.

~~~

Chrysalis let Surprise cry for a time. She knew the pegasus well enough to know that Surprise often held back her own emotions as well to keep up her constantly cheerful appearance. And so she knew that Surprise needed to cry. She was just glad that the fillies didn't wake, because she knew Surprise would feel that she'd have to put on a strong face for the twins.

“You said she gave her life to save me?” Surprise asked sometime later when she had cried herself out. Chrysalis nodded.

“Like I said; you were both dying when I found you. I don't think either of you would have made it on your own. Sallis, she asked me to transfer what remained of her life force, her essence, into you to give you the strength you needed to survive. It... It's something I've only done once before... with Sallis's sisters: Allis and Tallis.”

“Sallis never told me she had sisters.”

“It's a painful memory for me just as it was for Sallis,” Chrysalis told her before going on. “Tallis was fatally injured the night Sallis's father was killed. In order to try and save her Allis asked me to try to take some of her strength and pass it to her sister. I found out too late that I couldn't take just part of her strength; the spell killed Allis. And what's worse, Tallis was too far gone already; even Allis's strength wasn't enough to save her. She died anyway.” Chrysalis realized there were tears in her eyes, but she didn't care anymore. She let the tears flow unhindered. “I lost my husband and two of my daughters that night.”

It had been a long time since she'd told anyone about that part of her past. She was surprised, she actually felt better for it. But she wasn't just telling Surprise this just to tell her. “Anyway, the reason I brought it up is that, since this is the first time it was successful, I don't know exactly what to expect. There may be some... side effects.”

Surprise looked up at her. “Like what?”

“Well, there's one I already noticed before you woke...” Chrysalis said then established a telepathic link with Surprise's mind. 'You seem to have inherited the bond Sallis had with me.'

Surprise blinked, then smiled. “When did you become a Ventriloquist?”

“I'm not.”

“But you were talking without moving your mouth.”

“That's what I mean Surprise, I was talking to you telepathically. Just like I can with all my changelings,” Chrysalis explained.

She seemed excited by the idea. “Really? So I could talk to you with my mind from anywhere just like Sallis could?” Surprise asked.

Chrysalis nodded. “You'll have to learn to use it...” She broke off as she felt Surprise make a link with her mind.

'Testing, testing; 1, 2... is this thing on?'

Chrysalis could only smile. 'You never cease to amaze me Surprise.'

'Oh neato, it works!'

“Yes, but Surprise, like I said, there may be other side effects as well. So I want you to tell me if you notice anything odd,” Chrysalis told her.

Surprise nodded. “Okay.”

She smiled, but just then she felt a yawn coming on and was unable to hold it back. She'd been up the entire night after all. “Alright; well it's good to see you awake, Surprise. Now I think I can finally get some rest myself. I'll tell the doctors you're awake on the way out,” Chrysalis said, turning to go.

“Chrissy; does Sonata know? About Sallis?” Surprise asked before she could leave.

Chrysalis nodded. “I told her when she arrived last night. She was sleeping in one of the other rooms.”

Surprise looked down sadly. “Okay, good,” she said softly and with one last look over her shoulder, Chrysalis left the room.

~~~

Midnight glared at the piece of paper held in her magic wishing it could feel pain so she could make it suffer for the news it carried. It was a report from one of her slaves that she tasked with spying on the ponies hiding in the forest. A report that made her blood boil.

The changelings were helping the Brookstone colony.

Crumpling the paper into a tiny ball, she then incinerated it before turning toward the grand windows of her throne room. There she looked out over the forest at the foot of the mountains; dimly lit by the light of the moon.

She knew it had been a mistake to leave the colony alone. Even if it was where she'd grown up, she never should have let them become so well established. And now, with the help of that wretched changeling queen and her vile spawn; the colony was beginning to be seen as a safe haven. They were happy! Rumor was the ponies of Brookstone were the happiest they've ever been! And they were safe! It had been reported that the changeling queen was even able to drive off hydras and ursa majors; some of the worst that the deep forests had to offer.

The ponies were proud of their home, of their new allies. Word was spreading and refugees were flocking to colony in droves. It was almost a city already according to her most recent reports. She'd let this go on for far too long. It was time she reminded them. All good things end.

Taking control of her chaos, she began to lower her castle back down to the mountainside it floated above, allowing the various pieces of the ancient city of Canterlot to settle as well. Soon there was a tremor through the dark structure as it landed in its place on the mountainside. With her castle secured, she stood and turned to go. She could likely reach the colony before dawn, then she'd teach that changeling queen a lesson. There were far greater things to fear than hydras and ursas in the land of Equestria!

Magic.

The spell seemed to come out of nowhere catching Midnight by surprise. Before she could react it had latched onto her. Casting out with her own magic, she tried to locate the source so she could destroy the pony that dared to attack her. But there was no pony; the magic was coming from some kind of vortex or rift that had formed in the air behind her. She tried to block the spell but she wasn't even sure what the spell was. Then the pain started and all other thoughts were obliterated in agony.

Midnight Screamed as she felt herself being torn away; pulled into the vortex. She'd never felt such pain before. She tried to resist, tried to fight it, but the spell was too strong and the pain too great. Then, as quickly as it had appeared, the vortex vanished.

For a moment the throne room was silent. Then there was the sound of an equine body collapsing to the floor, and the Empress did not rise again.

~~~

“Watch out!”

Chrysalis's eyes widened as she cast a barrier spell, blocking the bolt of raw energy. It wasn't even a spell; more just magic energy forced out of the body. Even so, such uncontrolled magic could still be dangerous. Luckily Chrysalis had plenty of magic built up; far more than any unicorn or changeling were capable of, and the dangerous magic splashed harmlessly across her shield.

Such a crude use of magic wouldn't have caught her by such surprise however, if it weren't for the source. How can Surprise manipulate magic without a horn!? She thought. That was supposed to be impossible for ponies, at least without an array or potion. In fact, as far as she knew only dragons had that ability. So how could Surprise do it? Then she looked back at the pegasus and got her answer.

“Sorry...” Surprise said as the glowing outline of a jagged ethereal horn faded from her forehead, and an emerald glow faded from her eyes.

A phantom horn?

“It's alright,” Chrysalis told her reassuringly. It had only been a few hours after she'd left that morning that Surprise had contacted Chrysalis -- waking the changeling queen from far too short of a rest -- and, sounding a little panicked, told her that she had discovered another side effect of the transfer.

Chrysalis had arrived to find Raindrop jumping up and down excitedly next to Surprise's bed while Dewdrop calmly examined a small smoldering hole in the wall. When she'd asked what had happened, Surprise had tried to show her, resulting in the magic blast.

“That's definitely a side effect, though I never imagined you would somehow gain the ability to control your magic. You can feel it? Like a light in the back of your mind?”

She nodded. “Yeah, it feels all bright and glowey.”

“Yes, that's how all changelings feel their magic; I imagine it's the same for unicorns as well,” Chrysalis told her thinking. If Surprise had gained both Sallis's bond to her and the ability to control her magic, what else might she have inherited from Sallis?

“It feels like there's two different halves though.”

Chrysalis looked back at her. “Two halves?”

“Yeah, the glowy feeling; there's two halves. One feels old and familiar somehow, the other is new.”

Chrysalis thought for a moment. “Interesting. The first half is probably your original pegasus magic, that's why it feels familiar...”

“Pegasus magic? We have magic?” Surprise asked sounding confused.

Chrysalis smiled. “Of course, how do you think you walk on clouds or control the weather?”

“I never thought about it.”

“All living things have magic in them, and all living things use their magic in different ways. Pegasi use their magic to walk on clouds, control weather, and assist in their flying.” She gestured toward the twins. “Earth ponies use their magic to give themselves greater strength and stamina.”

“We do?” Raindrop asked sounding excited.

Chrysalis smiled down at her and nodded. “But you do so naturally; so you don't have to think about it.”

“What about the other half?” Surprise asked.

“The other half that you can feel is probably the love charged magic that you received from Sallis. If I'm right, then that half won't replenish itself.” If Surprise can learn to use Sallis's changeling magic, will she be able to use it to transform like a changeling?

Surprise had other concerns. “Does that mean that I have to start absorbing love now?”

“Not to survive, no, you'll always have your pegasus magic,” Chrysalis assured her. “Now I know I can teach you to control the changeling type magic, but I don't know about your pegasus magic. It may react differently to being manipulated; we'll see. You will eventually use up your changeling type magic however, unless you can replenish it. Can you sense anything around you? Like auras around Dewdrop and Raindrop.”

Surprise shook her head. “Nope, just in the back of my head.”

Chrysalis nodded. “Then you probably can't absorb love energy yourself to replenish your changeling magic. I may be able to pass energy to you, however, through the bond you have with me now.”

Just as she finished there was a knock on the door.

“You may enter,” Chrysalis said, wondering who it may be.

The door opened and a young alicorn stepped in.

He wasn't really an alicorn as Chrysalis recognized one of her children. Nor was he larger than the average pony; he had merely taken the form of an alicorn for convenience. There truly was nothing stopping all changelings from taking alicorn forms except for the simple fact that there weren't very many alicorns in the world. So when they were trying to remain secret and avoid attracting attention to themselves, it wasn't a good idea to take on such an unusual form.

Here in the colony however, where they were already known to be changelings, it was common, especially for those that volunteered for the colonial guard, for changelings to use an alicorn form at times so they had access to both flight and magic. Normally when they were in a form without a horn the only magic they could still use was their transformation magic since it was more instinctual for them than other magic. She had wondered why that was, even speculated that it should be possible to use the rest of their magic since they could still use their transformation magic. Now it seemed she may have been right if Surprise was any indication.

He bowed deeply. “Sorry to disturb you, my queen.”

“What is it, Nurross?” Chrysalis asked, gesturing for him to rise.

“A couple pegasus just flew in from Canterlot,” he said sounding excited. “They came with news; they say that Empress Midnight Star is dead!”

“What!?” Chrysalis and Surprise exclaimed together.

He grinned. “They said that she was found dead in her throne room early this morning! Those left in Canterlot started spreading word as soon as they found out!”

“Nurross! You should have contacted me the moment you heard!” Chrysalis exclaimed though she made it clear she wasn't angry. “Why did you waste time flying here?”

He faltered slightly. “Well you asked us not to contact you telepathically unless it was an emergency...”

She slammed a hoof to her forehead; she had given her changelings that order. “You could have contacted me for this.”

“Sorry, mom.” He said softly lowering his eyes.

Chrysalis's raised a brow. Like all the rest of her children he'd never called her mom since he'd come of age. “Mom?”

He kept his eyes on the floor. “Sallis... she always called you mom. We thought... we thought you might like it if the rest of us did.”

Chrysalis was surprised but smiled; it wasn't the first time her children had gotten together in order to do something for her. Even if it was as simple as starting to call her mom again. “I think I would like that,” She told him, but then got back to the matter at hoof. “So the pegasi that delivered the news, are they still here?”

He nodded. “Yes, we asked them to wait in case you wanted to speak with them yourself.”

“Good, I do want to speak with them,” she told him then turned back to Surprise. “It would probably be best if you don't try anything with your magic while I'm gone. I'll have to arrange time to teach you to control it, but until then; please be cautious.”

She nodded. “Okey dokey.”

Knowing Surprise, Chrysalis looked down at the twins. “You two keep an eye on her and make sure she doesn't put any more holes in the wall.”

Dewdrop just nodded while her sister grinned widely. “You got it Chrissy!” Raindrop said with a salute.

Chrysalis just smiled then turned back at her rather surprised son. “Let's go.”

~~~

“She had just landed the castle when it happened; she usually only did that when she was going to go somewhere. Even when she slept, her magic always kept the castle aloft,” Chrysalis's unicorn guide told her as he led her through the dark castle.

After speaking with the pegasi that had brought word of the empress's death Chrysalis had decided to see for herself it it was true. Some of her children had worried that it was a trap, but even so she had ordered them to stay behind. If it was a trap, she wasn't about to put any of them at risk. But she didn't think it was.

“Anyway, she had just landed the castle when one of the servants” – slaves, Chrysalis corrected to herself – “heard her scream as if in a pain. He didn't look to see what was happening; only a fool disturbs the empress after all. But when she didn't emerge from the throne room for a few hours, one of the servants risked a look inside.” At this they had reached the throne room and he pushed the door open without hesitation.

Chrysalis saw her immediately; the empress, still lying in the exact spot she'd fallen the night before.

“He found her like this,” the former slave went on. “And when he worked up the nerve to check, he found that she had already gone cold.”

Chrysalis barely listened as she crossed the room to the body. She almost couldn't believe it was true. Stopping by the purple unicorn's side she bent down, watching carefully, listening for any sign of life. Finally she reached out a hoof and placed it on the corpse's side. It was cold.

She was almost overcome with emotion as she slowly smiled, tears filling her eyes. “Good riddance,” she said softly to the corpse. Then she stood and raised her head high, silently thanking the powers that be as hope such as she'd never felt before swept over her. Hope for a brighter future than she had ever believed possible.

“My lady?” The former slave said softly.

She turned to him smiling as she hadn't in years. “This is indeed a great day for Equestria! Spread the word; a new age has begun. Anypony that wishes to begin anew and help rebuild this once great nation; the changelings and Brookstone colony will lead the way! Keep your ears open; soon new settlements will be founded, settlements free of the dangers of the deep forest! Together we will make this land better than ever before. A land for unicorns, pegasi, earth ponies, and changelings alike!”

Her impromptu speech finished, Chrysalis turned back to the corpse of the empress and cast a powerful spell, incinerating the body. Then, when nothing was left but ash, and with her heart soaring, she hurried back to the colony to spread the good news.

~~~

“So what do you think?” Chrysalis asked almost two weeks later standing on a hilltop just beyond the western edge of the forest looking out over the open fields and rolling hills. After witnessing for herself the truth of Midnight Star's death, she had the same day proposed her plan to the colony council to move the colony out of the forest to the safer open lands where they could live without the fear of the monsters that roamed the depths of the forest. They had agreed and while she had taken a few days to gather her children to have a funeral for Sallis, Chrysalis soon had her hive searching for a suitable location.

After a little debate, they had decided on the land she now surveyed for herself. “There's plenty of open land for farming, and until they start producing we can still forage in the forest. The main settlement will be over there. She said pointing to a flat area near a small river. We'll keep the colony going as long as we need to while we start building...” Though the funeral for Sallis had been a somber affair, Chrysalis had, in the week and a half following, been in an almost constant state of excitement; sometimes even exceeding that of Surprise.

Limping up to Chrysalis's side, Surprise looked over the landscape before them and smiled. “It will be perfect! We could have a park along the river, farms growing tasty foods all around town, maybe even an apple orchard! Oh! And a town square where I could throw the biggest most funnerific parties ever!”

Chrysalis smiled. “Yes, this will be it then, our new home,” she said looking out over the hills. “So what do you think we should call it?”

Surprise looked thoughtful for a moment then smiled and said with confidence. “Ponyville.”

“Ponyville? Chrysalis repeated raising an eyebrow. “Why Ponyville?”

She shrugged. “I don't know. It just feels right.”

Chrysalis stared at her a moment then slowly smiled. “Alright, Ponyville it is then.”

Author's Note

So this chapter ended up longer than I had originally thought.

Now before anyone says anything; yes I have read Wanderer D's Three Sisters, but no this idea didn't come from there and Sallis and Surprise is not a merger. This idea was actually planned before I read Three Sisters and came from another of my previous writings in which one character in order to save his friend; transferred some of his own life energy into his friend. This would have killed him except that he was under the effects of a potion that was greatly enhancing his strength and endurance. Unfortunately Sallis didn't have this advantage.

As for Midnight Star; her part is now over in this story; hence the name; After Midnight. If you've read my other stories then you know what happened to her.

Chapter 5: The Explorer

After Midnight
By Nebula Star

Part 2: The Bearers
***
Chapter 5: The Explorer
***

If it weren't for the constant breeze blowing across the hill on which they stood, Destiny probably would have heard Reshkirana gritting her teeth in frustration. As it was, she was well aware of her draconic friend's anger.

The cause of her frustration was just visible across the arid lands that lay before them as an indistinct smudge on the horizon; the ruins of a once great nation.

“So... they're in Saddle Arabia?” Destiny asked gently so as not to incur the dragon's wrath.

“It would appear so,” Reshkirana growled.

They had been traveling north from the Zebra lands, heading toward Equestria as they had planned, when Kira had suddenly been able to feel a direction from the resonance of one of the gems she carried. Not willing to lose the trail, they'd immediately changed course to follow the resonance and it had led them here, to the edge of the arid wastes that had once been Saddle Arabia.

“But you said nopony lives there anymore...” Destiny reminded her gently.

“Nopony does live there! Not in six hundred years! They must be passing through or exploring... or something! If they'd been there when we were traveling back to the zebra lands a month ago we would have detected them then! There's no way they live there!”

Destiny smiled to herself hoping that her friend wouldn't see. Reshkirana hated being wrong. “Well, let's get going then!” She said cheerfully as she quickly checked her saddlebags to make sure they were still secure. “If they're passing through, we don't want to lose them.”

Reshkirana sighed heavily. “Right...” She agreed and, after quickly checking her own bags, took off, heading for the ancient ruins. The resonance was already strong; she had no doubt the one they sought was currently within the ruins of the city, and there was no way she was going to let one of the bearers slip through her claws now; not after almost three years of searching.

~~~

Brookstone was alive with activity, and Chrysalis and her changelings were right in the thick of it. There was a lot that needed to be done before they could move the colony to their new settlement, not the least of which was building the settlement. Construction teams had been organized that had already made the trek out of the forest to a temporary camp and were staying there while they started the first of Ponyville's permanent homes. At the same time other teams were gathering lumber and other supplies from the forest and transporting them to the builders, while yet more teams gathered food and other necessities for the rest.

It was all hard work and everypony was involved, from blacksmiths and woodworkers to cooks and foragers; many working to the point of exhaustion each day. But there was also an excitement in the air that seemed to fuel the ponies as surely as love fueled Chrysalis's changelings. The promise of endless possibilities for the future that for the first time seemed to actually be within reach had spirits at an all time high.

Word was being spread across Equestria by pegasus and changeling alike, that it was finally safe to leave the forests. Invitations were sent to join Brookstone colony in the building of Ponyville, as well as offers to aid other colonies in building their own settlements beyond the dangerous forests. Word had even been sent to nearby nations inviting ponies that had taken refuge in foreign lands to return to the land of their ancestry. Already they'd received word of several other settlements being founded in the central valley of Equestria. Several where towns and villages had once stood in ancient times; before the dark times.

Chrysalis smiled. Ancient times, she thought trying not to laugh. I was already thousands of years old in what most ponies consider ancient times... But even so, a thousand years, almost a quarter of even my long life. It's been so long since anypony has had any real hope for the future.

“Queen Chrysalis?” a familiar voice brought her out of her thoughts and she turned to find Sonata by her side, the twins, Raindrop and Dewdrop in tow.

“Sonata, how are you today?” She asked, she'd seen a lot of the mare in the past couple weeks, partially due to her spending time with Surprise to teach her about her new abilities. But also because of the grief they shared for the loss of Sallis.

Sonata smiled. “I'm doing better.”

“We're worried about Surprise,” one of the fillies, Chrysalis still couldn't tell them apart, interrupted sounding impatient.

Chrysalis looked back up at Sonata concerned. “What's wrong with Surprise?”

“She locked herself in her room and won't come out. We tried talking to her but she wouldn't answer. We thought, since you can talk to her directly...”

Chrysalis smiled understandingly. “Let me see,” she said then closed her eyes, reaching out to Surprise through the bond she'd inherited from Sallis. She had an idea what this may be about and when she made contact with Surprise's mind, the pain and sadness that she felt confirmed it. She sighed. “I think it would be best if I talk to her face to face,” she told them.

It wasn't a long walk to Surprise's home and Sonata showed her to the locked door.

“Alright... I think I know what's wrong. It would probably be best if I talk to her alone,” Chrysalis told her her softly.

She nodded. “If you need me, I will be in the kitchen with the twins.”

She left leaving Chrysalis alone in the hall. Taking a deep breath, she turned back to the door. “Surprise?”

No answer.

“Surprise, I know you're there... I'm coming in.” She used magic to unlock the door and opened it. The room was dark, and the light from the hall provided the only illumination. She spotted the young mare in the back corner of the room, her back to the door. Her entire body was shaking and the sound of soft sobs could be heard. But it wasn't Surprise. The pony in the back of the room was an earth pony mare with a golden-brown coat and red-brown mane and tail.

Chrysalis couldn't help gasping as she recognized that form. It was Sallis; the form she had chosen for herself so many years ago when she'd first learned to transform.

“She only showed me once...” Surprise said in her own voice though slightly distorted by being in a different body. “But I remember every detail.” She sniffed quietly. “I miss her...”

Chrysalis understood then. Surprise had inherited the ability to transform along with the rest of Sallis's changeling magic just as Chrysalis had suspected. She must have discovered the ability on her own and it had likely made her think of Sallis.

She knew that Surprise often kept her own emotions bottled up. She didn't want anypony to know when she was sad or depressed because she didn't want to make them sad. After all, she lived her life doing everything she could to make others happy.

“I miss her too, Surprise,” Chrysalis said softly. “More than you can ever know...”

She looked over her shoulder then slowly stood and turned toward her. As she did, green flames swept up around her as she changed. Then it was the real Sallis standing before her, in her natural form. Chrysalis felt her heart clench up seeing her daughter again in such a way. It wasn't until she noticed the splinted foreleg and the limp that she remembered that this wasn't really Sallis. “Surprise, please... don't,” she said shakily, holding up a trembling hoof.

Green flames surrounded her again and Surprise was back to her normal white pegasus form. She hung her head down in shame. “Sorry.”

Chrysalis smiled gently then stepped forward and put one hoof around her in a hug. “It's alright.” Surprise hugged her back and Chrysalis couldn't help smiling. It had been a long time since she'd considered anypony a real friend, but she knew that Surprise had managed to become just that. “Surprise, I know you miss Sallis.” She tensed slightly. “It hurts losing somepony so close to you. But you shouldn't shut out those closest to you when you're in pain.

“I know you just don't want them to worry, that you want them to be happy even when you aren't; but they know when your sad, and it hurts them a lot more when you push them away and won't let them help you. They want to be there for you Surprise, because they know that you will always be there for them.”

Surprise looked up at her and sniffed once more. “I just...” She started then sighed. “I guess you're right.”

Chrysalis smiled. “I know you see Sonata and the twins as your family, and you want them to be happy. But they want the same for you, so don't shut them out, okay.”

“Okay...”

Chrysalis smiled and pat her back gently smiling. “Come on, they're all in the kitchen worried about you.”

Surprise nodded and followed Chrysalis out into the hall.

“I'm rather surprised though that you were able to adapt to your shape-shifting abilities so easily," Chrysalis told her sounding impressed.

She shrugged. “It wasn't that hard; I was practicing channeling my magic like you showed me and I guess I thought of Sallis, how she had shown me her pony form just before... I felt the magic react...”

Chrysalis nodded. “All it really takes is a mental image of what you want to become when you activate the transformation magic. I can teach you more later, but for now at least you already learned how to change back, so I suppose there's no harm in practicing on your own.”

“Okay,” she said with a nod as they entered the kitchen.

“Surprise!” Both fillies cried seeing them and Surprise found herself tackled to the floor.

She laughed. “Hey girls, sorry I worried you,” she said hugging them both tightly. “I just really missed Sallis this morning.”

“We miss her too,” one of the fillies said holding to Surprise tightly.

“I know.”

Chrysalis smiled. “Surprise, you should take a day off; stay here with your family.”

“We're family?” The filly asked sounding confused.

“Of course,” Chrysalis told her smiling. “Just because you're not related by blood doesn't mean you aren't family. You, your sister, Surprise, and even Sonata. You're all family.”

“What about you?”

The question caught Chrysalis off guard. She'd spent a fair amount of time with them all over the past couple weeks since she'd been training Surprise to use her new powers. But to consider them family? “Well I don't know about me,” she said smiling. “I'm more of a family friend I think.”

“Nah, You're family, Chryssy,” Surprise said smiling up at her.

She smiled thankfully. “I'm honored that you think so,” she said then grinned. “I have such a big family already, but I guess I can add four more.”

~~~

(Music)

The broken spires of the ancient city rose above the desert wasteland in defiance to the decay of time. Even after over six centuries since it was abandoned, much of the city still stood. Destiny looked around in awe as they entered the ruins. The city wall itself was a sight to behold, standing nearly four stories high with several towers spaced around the city that stood nearly twice that height.

Having been raised in the mountains by her nomadic clan, Destiny had never seen a city before she'd met Reshkirana and even those they'd visited thus far paled in comparison to the ancient capital of Saddle Arabia.

Destiny was flitting from one side of the grand avenue to the other trying to look at everything as they made their way toward the center of the city following the resonance that Reshkirana could sense. Ahead they could see the grand palace of the ancient kingdom towering over the rest of the city, greater even than the castle of Canterlot had been before its destruction at the hooves of Midnight Star. Destiny could hardly believe ponies could build such a magnificent city only to abandon it. All the same she was ecstatic, in fact she could only think of one way to describe it.

“This place is huge!”

Reshkirana couldn't help but smile at her companion's excitement. The city had always been magnificent, even abandoned as it was. She however was focusing on following the resonance. It didn't seem to be much further ahead. It seemed to be leading them toward the palace but she didn't think it was quite all the way there. In fact as they drew closer the resonance seemed to be pointing more and more downward.

Finally it felt like the resonance was coming from somewhere below them. “They should be somewhere around here,” she told Destiny.

“Really? I don't see anypony,” Destiny said glancing around the empty avenue below them.

“They must be inside one of the buildings. Come on, let's go have a look,” Reshkirana said diving down toward the roadway. When she landed though, she noticed something curious.

“Can you tell what building they're in?”

She shook her head. “I... actually it still feels like they're below us.”

Destiny looked down at the ground. “Below us? How can the be below us? We're on the ground.”

Reshkirana looked around thinking. Then the answer came to her and she shook her head. “They must be in the tunnels.”

“Tunnels? What tunnels?”

“It may have gotten worse during Discord's reign, but Saddle Arabia was always a very hot and arid land. The tunnels were originally for maintenance of the city's sewer system; but when it became extensive enough that it was possible to travel from one side of the city to the other through them, many ponies began using them to stay out of the sun. Before long they were expanded even more with many public entrances. Soon nopony used the streets during the height of the day anymore.”

“Oh.” Destiny said cheerfully, and shifted her leathery wings. “Well it would be nice to get out of the sun; I'm not exactly made for daylight. So where do we go?”

Reshkirana looked over toward her friend. She hadn't even thought of that. There had been a few times before during their travels that Destiny's wings had been sunburned, and it was once again a bright sunny day. “Are your wings feeling burned?” Reshkirana asked concerned.

“A little,” she admitted.

“I'm sorry, Destiny, I didn't even think about that.”

She just shrugged. “We didn't want to lose the trail. It's not a big deal.”

Even so Reshkirana felt bad for not considering her friend's comfort. She put a wing around her in a gentle hug. “I'll find some aloe before we make camp tonight,” she promised.

Destiny smiled. “Okay, but first we need to find an entrance to these tunnels you're talking about, right?”

She nodded. “Right. We just need to find the nearest entrance. If I remember correctly they were almost every other block.” She glanced past Destiny toward a collapsed building a little further down the road. Much of the rubble had spread out into the road. “Hopefully the tunnels are mostly intact.”

It didn't take them long to find one of the entrances though it was a couple blocks back the way they had come. Destiny seemed nervous as she followed Reshkirana down the long unused and weather worn stone staircase.

“Do you think there will be any traps?”

Reshkirana looked at her raising a brow at the ridiculous notion. “Traps? Why in the world would there be traps?”

She shrugged. “Don't old ruins usually have traps in them?”

Kira laughed as she reached the bottom of the stairs and the tunnel opened up around them. The tunnel was easily twenty paces wide and almost five high. Down the center a was a deep trench with raised paths to either side. At every major intersection of the roads above, there was an intersection in the tunnels as well with bridges spanning the trenches. Without hesitation, Reshkirana started down the path toward where she could sense the resonance from. “No, not usually,” she said in answer to Destiny's question then used a little magic to create a ball of light floating just over her head.

“But in the stories my mom use to tell me, there were always traps in ancient ruins protecting long lost treasures.”

“First of all, these were public tunnels; ponies were traveling through here every day. I doubt they'd want to be avoiding traps all the time. Secondly, it's unlikely they left their treasures behind when they abandoned the city. It wasn't like they didn't have any warning that they would be leaving; it took nearly a hundred years for the city to be completely abandoned. And finally, if there were any treasure chambers guarded by traps in this city, it would probably be under the palace.” Reshkirana told her as they began around a deep pit that the trenches had once drained into.

“STOP!”

The shout while commanding was not unkind and in fact seemed concerned, the result being that both Reshkirana and Destiny willingly obeyed, freezing mid-step.

Reshkirana then looked up spotting a unicorn stallion a short ways ahead appearing to have just come around the corner and quickly walking toward them. With a rich brown coat and dark brown mane and tail, both cut short in a rather messy style, he seemed handsome in a rugged sort of way. Aside from the saddlebags he wore, the only other piece of clothing he had was a wide brimmed hat that was a brown just a few shades darker than his coat.

“Is there a trap?” Destiny asked worriedly. Reshkirana clapped a claw to her fore-head.

The stallion seemed taken back. “What? No, no, there's not a trap. But unless you want to find out what's at the bottom of that pit, I'd suggest staying clear of that crumbling ledge,” he said gesturing to the path just in front of them that did in fact appear to be badly cracked and unstable.

“Ah ha! See I told you; a trap!” Destiny said triumphantly.

Reshkirana rolled her eyes. “It's not a trap, its just natural deterioration,” she said then looked back to the Stallion. “Thanks for the warning though; we both have wings, but I don't fancy taking a fall all the same.”

He looked between them seeming to notice their wings for the first time. “Did the two of you trade wings or something?”

“What do you mean?”

He laughed. “I mean you're a dragon with pegasus wings and she's a pegasus... no wait, you're a nocturne aren't you!” He said sounding excited.

Destiny grinned showing her small fangs. “Yep!”

“Well, I'm pleased to meet you. I had thought the nocturne were wiped out during the wars.”

She shook her head. “No, we just left and went out to live in the wilds. There's several nomadic clans roaming the mountains south of the zebra lands.”

“I'm glad to hear that,” he said smiling sincerely. “Well that explains her; now what's your story? How did you end up with pegasus wings?” He asked gesturing to Reshkirana.

“What makes you think there's anything unusual about it?” She asked heatedly.

“Hey, I'm just curious,” he said holding up a hoof defensively. “I've never heard of a dragon with feathered wings before.”

“And just how many dragons do you know?” She growled.

“Well, you're the first actually.”

“Then how would you know if it was normal or not for a dragon to have feathered wings?” She demanded.

“I was just curious. I meant no offense,” he said apologetically.

Reshkirana glared at him a moment more before finally relenting. “It's true; it's not common for a dragon to have feathered wings, but obviously it does happen,” she said opening her wings slightly for emphasis.

He nodded understanding. “I'm sorry if I offended you. Please allow me to introduce myself; Origin Atlas, explorer and seeker of ancient secrets, at your service,” he said giving them a small bow.

“I'm Reshkirana,” she introduced herself simply then gestured to Destiny. “And this is Clandestine, but she normally goes by Destiny.”

“And you can call her Kira.” Destiny added cheerfully.

Reshkirana sighed heavily; now he undoubtedly would use the nickname for her as well.

He didn't seem to notice. “Well I'm glad to meet you, Kira, Destiny. I have to ask though; what brings the two of you to a place like this? I wasn't exactly expecting to find anypony else exploring the ruins.”

“Well, it appears we were searching for you,” Reshkirana told him then levitated out the gem that was clearly resonating with him now that they were so close. She cast a spell causing both him and the gem to glow together with the resonance. “You're chosen.”

He eyed the gem briefly looking surprised and thoughtful, then looked up at her. “Chosen for what?”

“To help save the world!” Destiny told him grinning.

Kira nodded. “And for that purpose, we need you to come with us.”

“You do, huh?” He said glancing back over his shoulder where he'd been. “Well if it's really that important then I'll of course do what I can to help. But, well, is it urgent?”

Destiny just snorted. “Not really.”

Reshkirana reluctantly nodded. “It's not extremely urgent, we still have a couple years to do what needs to be done, but the sooner we get it done the better it will be.”

“Will a day or two make much difference?”

She sighed. “Probably not. Why?”

“Well I think I've made a discovery that could be valuable for pony-kind, but I'm having some trouble getting to it.”

“Well maybe we can help,” Destiny offered.

With another sigh Reshkirana shrugged knowing that Destiny would insist on helping no matter what she said. “I guess we might as well, if you really think it will be beneficial for others in the future.”

He smiled. “Knowledge is always beneficial.”

Reshkirana raised a brow. “I could argue that; some of my worst problems came from knowledge I would have been better off without.”

“But was it really the knowledge that caused the problem, or what you did with it?”

She frowned having not ever thought of it like that. “Well if I hadn't had the knowledge I couldn't have done anything with it in the first place!”

He just smiled. “It was still what you chose to do that was the problem. Perhaps you didn't know what the consequences would be; but then wouldn't that mean the problem was too little knowledge? Or rather, incomplete knowledge?”

“I suppose,” Reshkirana admitted grumpily. “So what did you find?”

“This way,” he said gesturing for them to follow. “Just stay close to the wall and you'll be fine.”

They did as he said, though Destiny eyed the pit uneasily as they passed.

“You saw the collapsed building up above?”

“Yeah...” Destiny told him nervously.

“That was the royal library. It collapsed in the great earthquake that was what finally convinced the rest of the Saddle Arabians to abandon the city. They salvaged what they could, but they never really dug out all the rubble. Probably thought anything in the lower chambers was a lost cause.” His horn started glowing. “But while exploring I detected one chamber down here that seems to be intact.”

“Detected?” Reshkirana asked curiously, not recognizing the spell he was using.

“It's part of my talent; a spell that lets me detect hidden chambers and caves,” he explained. “Anyway the way into the chamber through the library is obviously buried so I came down here to see if I can find another way in. It feels like there's a wall near here that shouldn't be very difficult to break through.”

“What makes you think that anything of value is inside? It could just be an empty room.”

“There's rows of shelves. I think it may have been an extra storage room; there may not be anything of great value, but you never know. At the very least anything in there will be hundreds of years old and may contain information that's now lost...”

“Books and Scrolls don't last forever, you know. They may have just rotted away.”

He shrugged. “Well we won't know until we get in there and see for ourselves. Here we are.” He stopped next to what seemed to be just another section of the walls in the tunnels. He placed one hoof against it. “The chamber is just on the other side of this wall.”

“How far?” Reshkirana asked.

“About four or five hooves.”

Reshkirana nodded. “That doesn't sound too difficult. Stand back, I'll get us through in no time,” she said gathering her magic into an elemental spell. The stone before her seemed to shimmer and then flow, pulling back away from a central point and slowly reshaping into an archway. It took about ten minutes of constant spell-work, but finally the way to the chamber was opened before them.

Reshkirana gasped and stumbled back when the stale air washed over her. “Wow... nobody's been in there for a while, that's for sure.”

Atlas nodded. “Here, let me freshen the place up.” His horn glowed again and Reshkirana began to feel air flowing past them and into the room, while the air within the room was drawn out and sent further into the tunnels. This continued for a couple minutes before he spoke again. “There, should be safe now,” he told them and without waiting entered the chamber, his horn glowing with a light spell.

Reshkirana followed him in.

“Are you sure there's no traps?” Destiny asked nervously from their makeshift entrance.

Atlas laughed. “This was just a library storage room, not a hidden treasure vault. There's no traps.”

Reluctantly Destiny followed them in.

As Atlas had said, the room was full of lines of shelves that had once held numerous books and scrolls from the ancient kingdom. But as Reshkirana had feared, there didn't seem to be much left.

Atlas picked up one of the books off a nearby shelf in his magic only to have it crumble into dust. Many others had already crumbled and several entire shelves had collapsed with the decay of time. Atlas sighed, clearly disappointed . “Well let's look around, maybe something survived worth salvaging.”

Reshkirana nodded; they weren't really pressed for time and she'd never liked seeing somebody's hopes crushed. Creating several light orbs she sent them to various places throughout the chamber to give them light to see by. Unfortunately this just made it that much easier to see how poor of condition the contents of the shelves were in. With a soft sigh, Reshkirana started down one of the aisles scanning the shelves for anything that looked at least partially intact.

It wasn't until the end of the second aisle that she found something. Her eyes widened in surprise, spotting the book. While the rest of the shelf's contents had long since rotted and were crumbling away, this book appeared to be in perfect condition.

“I found something!” She called to the others, levitating the book off the shelf. The other deteriorated books leaning against it crumbled to dust as they lost their support. She paid them no mind however instead bringing the book close she blew across the cover to clean the dust off.

“What did you find?” Atlas asked joining her and looking at the book with interest.

“I don't know,” she said examining the book with more than just her eyes. “There's some kind of magic protecting it. But it's not any kind of spell I've ever seen before. Definitely not unicorn or dragon magic.”

“I don't recognize the text.” He said thoughtfully. “I've seen just about every pony language before, but not this. Is it dragon?”

Reshkirana shook her head. “No, I don't recognize it either,” she said opening the book. Inside their was a fair amount of the same text but covering most of the pages were illustrations of ponies with bat wings in different poses, many with arrows or other markings indicating movement.

“Nocturne...” Atlas said softly in surprise.

Reshkirana nodded in agreement. “These look like written instructions for some kind of dance...”

“Can I see!?” The speed at which Destiny appeared hovering at her shoulder made Reshkirana jump and nearly drop the book from her magic. She recovered quickly though, being use to such antics from her bat-winged friend. She levitated the book toward Destiny and let her take it in her hooves. Her eyes lit up seeing the illustrations on the pages.

“Do you recognize the text?” Reshkirana asked.

She nodded. “It's ancient nocturne.”

“Ancient nocturne?” Atlas repeated sounding confused. “The nocturne had their own language?”

Destiny glanced at him. “Of course.”

“But weren't the nocturne created by princess Luna? Why didn't they just use equestrian?”

Reshkirana tried to hide a giggle behind her claw, shaking her head.

Destiny smiled tolerantly. “We weren't created by princess Luna, that was just the first time we really showed ourselves to the rest of the world. We were proud to serve the princess of the night... before.”

Before what didn't need to be said. “Sorry. I suppose I should have known better.”

Reshkirana pat his shoulder comfortingly. “Not much is really known about the nocturne before they came forward to serve princess Luna, don't worry too much about it.”

Destiny smiled and nodded in agreement. “Even I don't know that much about our history,” she said then looked down at the book again, turning a few pages. “We didn't have many books in my clan. One of the other clans supposedly kept a lot of historical artifacts, but I never saw for myself.”

“Do you know the language though?” Reshkirana asked.

She bit her lip. “Well, a little; I was taught some of it when I was a filly. I could probably figure it out, but it will take some time.”

“Can you at least tell what this book is? Maybe that would give us a clue why they'd go to the effort of enchanting it to preserve it.”

“What I'd like to know is if they were the ones who enchanted it and how,” Reshkirana added. “Nocturne aren't unicorns after all.”

“Um... well I did recognize a few symbols right away. If I had to guess, I'd say that these are instructions for dances meant for specific rituals.”

“Are ritual dances common for nocturne?” Atlas asked.

“Not so much anymore. But there are still some that we practice among the clans... It's actually what got me interested in dancing myself,” she hesitated before adding; “and what got me discovered.”

Reshkirana gave her shoulder a sympathetic squeeze, knowing what she meant.

“Discovered?” Atlas asked confused.

“Destiny's family kept her a secret for most of her younger years.” Reshkirana explained, rubbing her friend's shoulder comfortingly.

“Why?”

“For a nocturnal race, having coat and mane colors as bright as mine aren't exactly a good thing...” Destiny said softly in explanation. “My family was ashamed of me.”

Atlas looked at her in disbelief. “I... I'm sorry.” He said softly.

She looked up then and smiled in thanks, then held out the book. “I could probably translate this for you, but it would take some time,” She told him clearly wanting to change the subject. “I would like to try some of the dances in it if that's alright?”

He just smiled. “You can go ahead and keep it.”

Her eyes widened. “But this was your discovery; it might be the only thing of value in here!”

“It won't be much use to me; I can't read it. And if you like to dance...” He shrugged. “My father always use to say, 'knowledge is always beneficial, but especially so when placed in the hooves of those that know how to use it.'”

Destiny smiled and clutched the ancient text to her chest. “Thanks.”

~~~

“Things are coming along nicely, don't you think?” Chrysalis asked as Surprise limped slightly, following alongside her. To say she was in a cheerful mood would be an understatement.

“Yep, and I can't wait for all the housewarming parties and grand openings and more groundbreaking parties...”

Chrysalis laughed. “Sometimes I think you have a one track mind, Surprise.”

“Why would I want any tracks in my mind? Trains are noisy! I wouldn't be able to think!”

“That reminds me, once the settlement is more complete, we should look into restoring the old railways,” Chrysalis said thoughtfully. She was too use to Surprise by now to be confused by her way of thinking.

Suddenly there was a flash of green from Surprise and Chrysalis looked down at her to see what she'd done. It had been a few days since Surprise had discovered her ability to transform and in that time Chrysalis had been helping Surprise practice all her changeling magic. She was an amazingly fast learner despite her often short attention span; she'd already become adept at transformations as well as other more traditional spells such as levitation. But whatever she had done, it wasn't readily obvious... until Chrysalis noticed the white unicorn horn all but hidden by her curly golden mane.

“You pretending to be an alicorn today?” She asked raising a brow questioningly.

She grinned. “Well I kind of am aren't I? I mean, I'm a pony that can fly and use magic. And I might even be immortal now...”

Chrysalis missed a step. “What makes you think that?” She asked looking over at Surprise.

She shrugged. “Well, Sallis was immortal right? And I have almost all the rest of her powers...”

“I see,” Chrysalis said softly. “I won't lie to you, it is possible that you have inherited Sallis's immortality.”

She sighed. “I thought so.”

“It's possible,” Chrysalis repeated. “But unfortunately we won't know for sure for years, so try not to worry about it for now.”

“Okay,” she said and with another flash the horn was gone.

“How are your injuries healing up?” Chrysalis asked to change the subject.

She shrugged. “Alright. My leg still hurts if I bang it, and the doc said I shouldn't try flying for another week still, but otherwise I'm doing pretty good.”

“Glad to hear it, I'm sure you'll be happy to get in the air again...”

“Queen Chrysalis!” A pink pegasi with a blue mane and tail said as she flew toward them at high speed then flaring her wings to stop right in front of them.

“What is it Firefly?”

“There's a large group of ponies approaching the settlement from the north.”

“Refugees?” Chrysalis asked.

She nodded. “They look to be in pretty bad shape. Twister already went and talked to them, they're mostly unicorns from Canterlot.”

“Well, then we should go greet them shouldn't we!” Surprise said with enthusiasm and started trotting off toward the north end of the settlement.

“Has the council been alerted?” Chrysalis asked turning to follow Surprise with Firefly hovering alongside.

“Yep, ran into a couple of them on the way,” Firefly answered.

“Good,” Chrysalis said then picked up her pace to catch up to Surprise.

When they reached the north end of the settlement, they found the group of refugees had already reached the edge of the town and were speaking with a few members of the council. Many of them looked up seeming nervous but also hopeful as they saw Chrysalis approaching. Then one of the unicorns stepped forward. A brilliant blue in color, she had a black mane and tail elegantly styled though she had clearly seen better days.

“Are you Queen Chrysalis?” She asked with a refined Canterlot accent.

“Yes, I am,” she answered smiling and trying not to appear too intimidating.

“I'm Lady Sapphire. My company and I have come from the ruins of Canterlot seeking refuge.”

Chrysalis nodded. “Well, as you can see, we're still building our settlement ourselves,” she started but then smiled when she saw their dismayed looks. “But I'm sure we can find some place for you, so long as you're willing to help with the work.”

They all looked relieved then and Sapphire smiled. “We can certainly do that. We were trying to rebuild at least part of Canterlot before...”

“Before what?” Surprise asked appearing right in front of her.

Sapphire looked at the pegasus startled. “Uh, well, before the shadow demon appeared.” She shook her head. “We don't know what it is or where it came from, but it took over the ruins and drove us out.

“We had heard of your settlement here of course and heard that you would accept anypony willing to work...”

Chrysalis nodded. “Indeed we will! Welcome to Ponyville all of you!”

“Hey you know what this calls for!?” Surprise said jumping up in front of her again excited.

Chrysalis just rolled her eyes while many of the unicorns looked at the pegasus confused.

“A PARTY!”

Author's Note

Sorry about the long wait. Now that I've finished Midnight Star: The Frozen Empire, this one is my top priority. I'll try to get an update out at least every other week from here on out.

You may have noticed that I didn't mention the color of the Element that Origin Atlas was chosen by, anyone care to guess which is his element?

Update 6/24: Completely forgot to ad the music link for this chapter: The scene of Destiny and Kira exploring the ruins and the introduction of Origin Atlas was inspired by Arrival - Derpy and Carrot Top's Epic By Carbon Maestro. It's part of a collection of music inspired by a series of art pieces by Ziom05.

Chapter 6: Two More

After Midnight
By Nebula Star

Part 2: The Bearers
***
Chapter 6: Two More
***

Destiny whimpered as she slowly stretched her wings out while lying on her belly. After two days of traveling on hoof through the desert, her wings weren't in very good shape. The sun was about to set now though, so she stretched her wings out to let the rapidly cooling air blow across them. Reshkirana winced sympathetically seeing how red her wings were. Even if she'd had normal dragon wings, she still wouldn't have had the trouble Destiny was having. Nocturne wings just weren't made to be in direct sunlight.

“Atlas, could you start a fire for us. I'm going to help Destiny with her wings,” Reshkirana said going through her saddlebags and retrieving the aloe she had gathered along the way. Destiny gave her a grateful smile.

“That's not a good idea,” Atlas said shaking his head. “We're in Equestria now; the empress's spies would see a fire from miles away.”

Reshkirana and Destiny both looked up at him surprised. “You haven't heard?” Destiny asked.

“Heard what?”

“We'd assumed you'd already heard,” Reshkirana said appologetically. “Just before we left the zebra lands a pegasus from Equestria came through with the news. The Empress is dead. Equestria is free. Ponies are leaving the forests and starting to rebuild.”

He stared at her a moment stunned, then had to sit down as his legs suddenly felt weak. “She's really gone?”

“It's wonderful isn't it?” Destiny said smiling. “After a thousand years, Equestria finally can begin to rebuild all they've lost.”

“Ponies are moving out of the forests?”

Reshkirana nodded then gestured to the north-east. “There's supposed to be a new town being built just south of where the old capitol was that's supposed to be the largest of the new settlements. That's where we're headed.”

“After so long...” He shook his head, clearly still struggling to grasp what they had told him. “I ran away from Equestria when my family died... I just couldn't live in the forests anymore. I couldn't see an end to the suffering there. I... I never imagined that ponies would be able to leave the forests in my lifetime.”

“Well from what we heard, they are now,” Reshkirana said with a smile then returned her attention to Destiny's wings. Breaking a piece of the aloe in half, she then carefully squeezed out the plant's soothing sap and gently began rubbing it in to Destiny's wings while being careful not to scratch her with her claws. Destiny tensed at first, then let out a sigh as the aloe cooled the burning of her wings. “In any case, we'll see for ourselves in three days or so. Should only take us about that long to walk there.”

“Then we can take a break and rest for a bit, right?” Destiny asked sounding exhausted.

Reshkirana looked over at her sympathetically. “Yes, we'll take a break when we reach this Ponyville,” she assured her then looked back up at Atlas. “So, you want to get a fire started?”

“Oh right.” He grinned. “Well if the empress is really dead, I guess its safe. I'll be right back.”

He got up and walked into the small stand of tree's they'd made their camp near to gather wood while Reshkirana tended to Destiny's wings. She sighed looking at the burns. “Maybe we should have done more of our traveling at night. I don't think I've ever seen your wings this bad.”

“Don't worry, Kira, I'll be fine...”

“Well, maybe I can find something you can put over your wings tomorrow to protect them,” Reshkirana offered.

“So long as it doesn't get too hot.”

“Don't you think it would be worth it, being a little too warm, if it meant keeping your wings from being burned any worse?”

She sighed. “I guess,” she said then shivered slightly as Reshkirana gently slathered more aloe onto her right wing. “That feels good.”

Reshkirana smiled, glad she could ease her friend's pain. “I'll be sure and gather as much aloe as I can find while we're traveling so we'll have plenty. It probably won't be as common once we get further north.”

“Thanks, Kira.”

Reshkirana just smiled and continued to gently coat destiny's wings. Atlas returned a few minutes later with enough wood to make a fire for the night and set to work building it. Finally Destiny's wings were thoroughly coated with aloe, and she gratefully relaxed with her wings stretched out to be cooled by the evening breeze.

“Kira, I've actually been curious about something,” Atlas said once the fire was burning steadily. “When you found me, you said I was chosen and that you needed me to come with you and help save the world. Did you mean that I'm the chosen bearer of one of the element's of harmony?”

Reshkirana looked up at him seeming slightly surprised. She hadn't explained to him what the gems were and only showed him the one that had chosen him when they'd first met. He noticed her surprise.

“Didn't think I'd recognized that gem as one of the elements did you?” He asked with a slight grin.

She shrugged. “Not particularly, no.”

“I'm a historian remember. I know more than most about the Elements of Harmony.” He sat back, getting comfortable. “One of the first things I studied was the history of Equestria before Discord's reign and especially the princesses, Celestia and Luna. I spent months exploring the ancient castle – not the Canterlot castle, mind you, It was still under construction when the princesses fell – I mean the original castle of the royal sisters that's now practically lost in the depths of the forest. I've seen where the Elements were once stored, and found a fair amount of information on them.

“I know they choose ponies that exemplify the virtue each represents to be their bearers, and that together they can allow a group of ponies to wield the greatest magical force known to pony kind. I know that the last chosen bearers were the royal sister's themselves.” He leaned forward and his gaze suddenly became more intense. “I also know that about four years before the fall of the Royal sisters, the Elements of Harmony were stolen from the castle vault. Some have speculated that if Celestia still had possession of the elements when Luna became corrupted and Discord appeared, that she would not have fallen.” He gestured toward her saddlebags. “So how is it you came to have the Elements of Harmony when they've been missing for over a millennium?”

Reshkirana didn't miss the almost accusatory tone in his voice. Her eyes narrowed. “Twenty years before Princess Luna's corruption, a dragon seer foretold the fall of the princesses. It was inevitable; whether she had the Elements of Harmony or not didn't matter, Celestia was doomed to fail. Discord would have taken and hidden the elements before she could ever get to them no matter what enchantments she placed to protect them. But at the same time she foresaw that if the Elements of Harmony were lost, that the would would be doomed to die.

“The seer tried to warn Celestia, she begged the solar princess to leave the elements in her care, but Celestia refused; she would not believe that her sister would ever turn against her, nor was she willing to trust the seer with the elements. With no other choice; the elements were... acquired.”

“You mean stolen,” Atlas corrected.

“Acquired,” Reshkirana repeated coldly. “Celestia could not be allowed to doom this world because she wasn't willing to give her trust to the dragon seer.”

“If this dragon seer foresaw Luna's corruption and Discord's appearance then why didn't the dragons try to prevent it?” He asked. Destiny glanced at Reshkirana seeming curious as well.

Reshkirana's right eye twitched. “The seer, my mentor, unfortunately was an outcast from dragon society. She did try to gain their aid, but they wouldn't listen to her and by herself she couldn't do anything.”

“She was your mentor?” Destiny asked softly.

Reshkirana nodded looking away thoughtfully. “Anyway, ever since I dedicated myself to this cause, the Elements of Harmony have been in my keeping,” she told them then looked Atlas in the eye. “The elements had to be kept safe; if... my mentor had not taken the elements, they would have been lost and very soon we would all die. She did what had to be done. Don't you dare insinuate that Discord's rule was her fault. It was inevitable!”

“Alright, alright!” Atlas said holding up his fore-hooves defensively. “It doesn't really matter what might have happened anyway; no point in dwelling on what-ifs.”

Still Reshkirana glared at him a moment longer. “Forgive me if I get a little hostile when someone questions my mentor's actions. I have dedicated my life to this work; and for my sacrifice, I too have been an outcast for longer than you've lived.”

“There's nothing to forgive; I'm sorry I questioned your mentor's actions,” Atlas said sincerely.

She watched him a moment more then finally nodded. “It's alright.”

“Wait, Kira how old are you?” Destiny asked suddenly.

Reshkirana raised a brow at the nocturne. “You know it's considered rude to ask a lady's age,” she said somewhat bemused by the sudden change of topic.

“But I want to know,” she insisted. “You said you've been an outcast longer than Atlas has lived but you look younger than he is!”

“Hey, I'm not that old. I'm not even thirty yet,” Atlas objected. “But she does have a point; you really don't look all that old Kira.”

Reshkirana hesitated a moment, then sighed. “I'm eighty-seven,” she told them finally.

“Eighty-seven!?” Atlas exclaimed. “I would have thought a dragon would be a lot bigger by the time they were eighty-seven!”

She frowned. “Dragons grow very slowly when their growth isn't spurred by greed. My size is normal for an eighty-seven year old dragon. It takes centuries for a dragon to reach their full growth if they don't give in to their greed.” She got to her feet, tired of the conversation. “I better hunt before we get further into Equestria; I may not get another chance for a while,” she told them and started off into the darkness that had fallen while they had talked.

“Oh, okay...” Destiny said softly, not sure if Reshkirana had heard.

Atlas glanced at her then looked out where Kira had gone. “Hunt? What does she mean hunt?”

Destiny looked down before answering softly. “She's a dragon; she has to eat meat regularly in order to stay healthy.”

His eyes widened. “You mean she's going to...?”

She nodded. “Some animal out there won't live to see the morning,” she said softly.

~~~

It took them three more days to make their way from the southern border up into the interior of Equestria. During that time the weather had turned cloudy, much to Destiny's relief as it allowed her wings to begin healing. On the second day of the journey though, Reshkirana began to feel a direction in the resonance from the remaining three elements. By the next day, she could tell that all three were close together and it was likely they were all in the very settlement they were looking for.

Knowing this, Reshkirana was feeling rather impatient having to walk now that they had Atlas with them; but finally they crested a small hill and there it was: Ponyville, spread out across the far side of a small river. Already a large town, many of the buildings were in various stages of construction and the whole place was a bee-hive of activity.

“Would you look at that,” Atlas said softly looking out across the river.

“It's wonderful,” Destiny whispered, knowing well enough what Equestria had suffered from her time time with Reshkirana. The dragon had told her a great deal about the history of the nation her people had fled from all those years ago. To see them now, finally recovering from all they had suffered...

Reshkirana smiled seeing the two ponies' reactions. “Come on you two, we can stay here for a while and help out if you like, but first we need to introduce ourselves and track down the last three bearers.”

“Right,” Atlas said with a grin. “I think I would like to help out with the building.”

“Yeah, I don't know if I'd be any help at construction myself, but I'm sure there's some way I can help,” Destiny agreed smiling.

“Well I'm sure they'll be glad for more help. So let's get going,” Reshkirana told them then started leading the way down the hill toward the river. “Doesn't look like they've gotten around to building any bridges yet; we can probably carry you across, Atlas, unless you have another way.”

“I have a spell,” He assured her.

When they reached the river, Atlas cast the spell he meant. His amber magical aura spread out across the water's surface in front of him. He didn't hesitate to step out onto it and began walking across the river as if on solid ground.

“Interesting,” Reshkirana said watching from where she and Destiny hovered above. “I've never really needed a spell for walking on water. How does it work?”

“It's quite simple really. It's just a modified levitation spell; instead of lifting the water though, it simply holds the water completely still so it acts like a solid surface. I think it might actually be similar to how pegasus magic lets them walk on clouds, but I'm not sure about that.”

Kira nodded watching. “It might be. I'll have to try to see if I can duplicate it sometime. Then I could see if it will work on clouds.”

He glanced up at her. “I could just teach you the spell.”

“Maybe,” she said with a shrug. “But dragon magic works a little differently; I usually can imitate the magic of other races, but sometimes I have to do things just a little differently.” She hesitated before adding; “and sometimes it's all but impossible to copy another race's magic.”

Once on the other side of the river, Reshkirana and Destiny landed again and they continued toward the town itself. They weren't spotted until they were nearly to the edge of the town, which was surprising in of itself, but what really surprised Reshkirana was what it was that spotted them. With eyes of a solid pale blue, the only way she knew the changeling saw them was the simple fact that it turned it's head to follow them as they walked into the town.

“Hey, what are these black bug-ponies?” Destiny asked softly seeing a few more of the changelings working alongside regular ponies as they drew closer.

“They're changelings,” Reshkirana told her softly. “I didn't expect them to be here. They usually keep to themselves; most ponies didn't even know they existed in the past.”

“DRAGON!” A young mare suddenly screamed nearby and they all looked just in time to see her turn and run down one of the side roads.

Reshkirana snorted in amusement as several other ponies panicked and ran while several of the changelings gathered, seeming ready to fight if Reshkirana tried anything. “It's been a while since I've gotten this kind of reaction.”

“Eh, don't let it get to you, Kira,” Destiny said hugging her neck tightly. “We know your really just a little cuddly dragon.”

Coming from anyone else, Reshkirana may have taken offense to being called little, and cuddly; but from Destiny it just made her smile. She turned to Atlas grinning. “Do you think I'm cuddly too?” She asked feigning shyness and batting her eye lashes at him.

He almost choked. “I... well... uh... you are kind of cute...” He blushed furiously then and looked determinedly forward.

Reshkirana was slightly surprised to be called cute as well, but smiled at his embarrassment all the same.

It was then that the changelings that had gathered nearby flew down and landed in front of them. “Halt, what is your business here?” The center changeling asked firmly though not overly harsh.

Reshkirana smiled. “My companions and I have been traveling for some time. We heard there was a new settlement being built here and we came to see if we could perhaps rest from our travels and help out for a time.”

The changeling seemed to consider her words for a moment. “We don't get many dragons in Equestria,” He said then looked over at Destiny. “And nocturne have not been seen in this land in centuries. You must have traveled some distance to get here.”

Reshkirana was about to respond when she spotted a white pegasus walking toward them alongside none other than the changeling queen herself. She froze seeing the alicorn size changeling.

Oh crap... Reshkirana had to fight herself not to turn and run.

The changeling that had been questioning them looked as well and spotted his queen. “Mother, Lady Surprise, these three claim to be travelers seeking a place to rest from their travels for a time; they offered to help as well.”

“Well that's great, we can always use more help!” The pegasus Reshkirana assumed was 'Lady Surprise' said cheerfully while the changeling queen looked them all over appraisingly.

“Well I see no reason to mistrust you, though you are quite an unusual band of travelers. So long as you don't cause trouble and help out, you will be welcome here. I am Chrysalis, Queen of the changelings and I'm directing the construction efforts here.” She said in introduction then gestured to the pegasus. “This is my pony adviser Surprise.”

“Hi!” Surprise said cheerfully.

Reshkirana bowed respectfully, trying to hide her nervousness. “I... I'm Kira,” she said not wanting to give her full name. Then she gestured to the others. “And this is Destiny and Origin Atlas.”

She nodded in greeting then gave Destiny a smile. It's been some time since I've seen a nocturne, I'm glad to see your kind were not wiped out in the dark times.”

Destiny smiled back in thanks. “Thank you, most the nocturne clans live in the southern mountains on the far side of the zebra lands.”

“I'm glad to hear they survived,” she said then turned to Atlas. “And where are you from? You look Equestrian to me.”

He nodded. “I am, but I've been traveling around most my life. I'm a historian and explorer so I often visit the ruins of ancient cities and such. I ran into Kira and Destiny while exploring the ruins of Saddle Arabia.”

“Ah, the desert jewel; it was once such a magnificent city, you should have seen it in its prime.” Chrysalis told him then looked up at Kira again. “There's something familiar about you...” she said softly. “Have we met?”

“Not that I know of,” Kira said trying to keep her nervousness from showing.

“I can't quite place it, but you remind me of someone...” She said but then, to Kira's relief, shook her head. “But I can't say I've ever met a dragon before with feathered wings and fur on her back.”

Kira shrugged. “It's not very common...”

“Perhaps I met a relative of yours once.” She said with a shrug then smiled. “In any case, welcome to Ponyville, all of you. I'm afraid we don't have much as far as accommodations yet – we haven't even finished half of our own homes – but you're welcome to stay in the temporary camp and if you want to help it would be appreciated.”

“We have our own equipment, but just being in the safety of a large camp will be welcome,” Kira told her. “And we'll gladly help however we can.”

“That's great!” Surprise chimed in, jumping up in front of them. “But don't work too hard today; because you don't want to be tired for the New-ponies-and-pony-size-dragon party tonight!”

The next instant there was a blur of movement from the pegasus and Kira soon found a toy horn and stuck in her mouth and a brightly colored cone shaped hat on her head right next to her spines. Chrysalis just laughed in amusement at the sight.

Kira blinked a few times then glanced at Destiny as she began playing a happy tune with her own horn, Surprise joining her after only a few notes. She smiled around the horn in her own mouth, then took it out, levitating it with her magic. “I guess we'll look forward to it, but a few ponies were frightened by me when we first arrived; it would probably be a good idea to warn everyone what I am and assure them that I mean no harm.”

Chrysalis nodded. “Of course, we changelings know what that is like. We'll spread word about you.”

Kira smiled and nodded, satisfied. It would also help their other cause if the chosen bearers didn't run in fear at the sight of her. On an impulse she checked the resonance from the elements. What she found surprised her.

~~~
“Chrysalis and Surprise are the last two we need.” Kira told Destiny and Atlas some time later. They'd set up camp with the rest of the town's and were now all in the tent Kira and Destiny had shared. Kira had placed a sound blocking spell around the inside of the tent so they wouldn't be overheard.

Atlas looked at her confused. “I thought we needed three more?”

Destiny nodded. “Yeah, aren't there five gems total?”

Kira nodded. “I know, it's strange. Two of the elements are both resonating with Surprise. But then the last wielders of the elements, the princesses, each held three; so I guess that's not such a big deal. What's really surprising is which element is resonating with Chrysalis.”

“Which one?” Destiny asked curiously.

“Honesty.”

Destiny and Atlas glanced at each other. “Why is that surprising.”

Kira frowned. “What do you know about changelings?”

Destiny just shook her head.

“Never heard of them until today,” Atlas answered.

“That's not actually surprising,” Kira told him. “I mentioned they keep to themselves; but there's good reason they're called changelings. They're shape shifters. They can take almost any form they want, even change their size and shape to an extent. In the past they've always been disguised as normal ponies whenever they interacted with other nations which is why most ponies didn't even know that they existed. What's more, they need love energy to survive.”

“They need love?”

She nodded. “Strong emotions like love create an aura of magical energy around you. Changelings have to absorb energy from auras of love in order to survive. In order to do so, they've often, in the past, disguised themselves as regular ponies and entered into relationships with other ponies in order to 'harvest' love from them. A few legends even speak of changelings taking another pony's place in order to steal the love that was meant for them. And still others speak of changelings taking the place of a pony who died in order to save the loved ones from grief. In any case, they spend most of their lives pretending to be someone else; so it is surprising that the changeling queen should be the element of honesty...”

Atlas nodded thoughtfully while Destiny frowned. “But they're not in disguise now. And they seemed pretty friendly... Maybe these changelings are different.”

Kira shook her head. “As far as I know, there's only one major changeling hive, and that's Chrysalis's.

“Changeling's are immortal; they don't grow old and die. Chrysalis herself is thousands of years old. I don't know why they've shown themselves now; but I suppose it doesn't matter.” She shrugged. “Don't get me wrong, they're not really all that bad. I lived with them and studied their magic for a time when I was younger; never met the queen myself, but those I worked with were friendly enough. I just think it's surprising that Chrysalis would be the element of Honesty.”

“What about Surprise? What elements is she?” Destiny asked curious.

“Laughter and Loyalty; that's an interesting combination there.” Kira snorted. “When I think of Loyalty I usually think of soldiers, body-guards and the like. Not really something to inspire laughter. I guess we'll find out more about her at this party tonight.”

“Yeah, that sounds like fun!” Destiny said excitedly, but Atlas still looked thoughtful.

“Kira, you said you lived among the changelings for a time. Is that why Chrysalis thought you seemed familiar?”

“No,” Kira said quickly, shaking her head. “I never met her back then. Like I said; she's thousands of years old; for all I know she could have met my grandmother millenia ago.”

Atlas watched Kira a moment longer, then finally shrugged. “I suppose that could be. I'm curious though why you didn't tell them they were bearers when we met.”

“Well I didn't really notice until just before we parted ways, and I was a little surprised by it actually,” Kira told him. “I wasn't expecting the bearers to come to us... not after three years searching.”

He laughed. “Guess that would be a surprise.”

“What do we do now, now that we found them all?” Destiny asked curiously.

Kira frowned. “I... I'm not sure actually. I thought when all five bearers were present that the elements would bond with them and the sixth would appear... but obviously that didn't happen.”

Atlas frowned for a moment thinking. “Well at least we know where they are now; so why don't we go see what we can do to help out until the party, we can worry about more serious things like elements and the changelings later. Heck, maybe we'll even get some answers at the party."

“Yes, I suppose we can afford to take a break from serious matters,” Kira agreed with a smile.

Chapter 7: Dancing and Magic

After Midnight
By Nebula Star

Part 2: The Bearers
***
Chapter 7: Dancing and Magic.
***

Kira sighed heavily. The party had been going for a while and at first it had been a welcome change of pace. The cheerful music, bright decorations, and an amazing variety of foods, considering the town's half finished state, had been quite enjoyable at first. But it didn't take long for Kira to notice the ponies and even most of the changelings were keeping their distance from her and many were eying her with barely disguised fear. She knew it was to be expected; most of these ponies had lived in fear of monsters for their entire lives and to them a dragon was just another monster. But when Destiny had convinced Atlas to dance with her, leaving Kira alone...

It didn't take long for everypony else nearby to drift away.

Kira watched as Destiny and Atlas danced, trying to ignore the fact that she was standing by herself in the only part of the square that wasn't packed with ponies. It was obvious that her two friends weren't the best dance partners. The difference in their skill was just too great. Atlas wasn't bad as far as Kira could tell, but next to Destiny he looked like a foal barely able to walk.

“Hey!”

Kira jumped back with a startled yelp as the white party pegasus suddenly appeared right in front of her.

“What you doin' over here all by yourself?” She asked sounding concerned.

Kira snorted. “I didn't start out alone; but when Destiny and Atlas went to dance, everypony else decided they wanted to be somewhere else as well...”

Surprise frowned. “Well that's not nice.”

She just shrugged. “I'm used to it.”

“It's still not nice though.” Surprise sighed looking back over the rest of the square. It was painfully obvious that the empty space around Kira was no accident. “Well come with me, I'll introduce you to my family.”

“You have a family?” Kira asked mildly surprised. By the way she'd said it, Kira didn't think she meant siblings and parents, and Surprise really hadn't struck her as a maternal type.

“Well, we're not related by blood or anything... but... well, you'll see.” She led Kira across the square to where there were tables and benches set up for ponies to rest and enjoy the music and refreshments of the party. Ponies hastily stepped aside when they saw Kira with Surprise, but didn't vacate the area at least.

The table Surprise led her to was occupied by two nearly identical fillies, an earth pony mare with a rather distinguished look, and to Kira's surprise, Queen Chrysalis. She hesitated only slightly seeing this, but knew it was too late to turn away now.

“Kira, I'd like you to meet my family!” Surprise said happily. “These are the twins, Raindrop and Dewdrop.” She pointed to each in turn, though Kira knew it would take her some time before she could tell the two fillies apart. She was glad to see neither of them appeared afraid of her. “And this is Sonata,” Surprise went on gesturing to the earth pony mare.

“I'm pleased to meet you,” Sonata said offering her hoof in polite greeting. Kira gladly shook it smiling.

“And you've, of course, already met Chrissy,”

Chrysalis rolled her eyes. “Surprise, I wish you wouldn't use that nickname for me in public,” she said, though she was smiling as she did.

Surprise paid her no mind. “Everypony, this is Kira,” she introduced.

Despite her nervousness around the changeling queen, Kira couldn't help her curiosity. “So you're part of Surprise's family, Queen Chrysalis?”

“Yes, I suppose I am. And I'm glad to have them as a part of my family as well,” she said looking over at Sonata and the twins with a fond smile.

Kira raised her brows a little in surprise at Chrysalis's response. This was not anything like the changeling queen she had known in the past. She didn't have time to dwell on it however as one of the fillies was practically jumping up and down in excitement. “Hey! Hey! You're a dragon right?!”

With a smile Kira nodded. “Yes, I am.”

“Does that mean you can breath fire?!”

She grinned then turned her head up to the side away from everypony and let out a little burst of flame.

The filly – Raindrop if Kira remembered correctly – squealed with delight while her sister's eyes widened, though a hint of a smile touched her lips. “Again! Again!” Raindrop cheered.

Kira decided to indulge her once more, this time letting out a far larger burst of flame that managed to startle many ponies nearby. They calmed however when they heard Raindrop's happy cheering.

“Again! Again!”

Kira just laughed while Surprise stepped in. “No, that's enough for now,” she said smiling, happy to see Raindrop so excited.

“Awww,” She protested and made a pouty face but Surprise just laughed and tussled her mane making her laugh again and try to pull away.

“So, Kira, you wan't anything to eat? Drink?” Surprise asked.

She smiled. “I've already had plenty to eat, but I could use a drink.”

Surprise nodded then looked to the rest of the table. “Anypony else?”

Chrysalis laughed and gestured to the four cups already on the table. “We're set for now.”

“Okie dokie lokie!” Surprise said cheerfully as she hurried off to get herself and Kira some refreshment. Realizing it would be awkward for her to leave now that Surprise had gone to get her a drink, and that it would seem odd to keep standing, Kira decided it would be in her best interests to sit down at the table. Though she really didn't want to spend more time around Chrysalis than she had to, she knew it would be best to try and seem at ease around the changeling queen so as not to arouse suspicion.

Easier said than done, almost immediately she realized she was under the queen's scrutiny.

“I swear there is something familiar about you; but I know I've never met a dragon with feathered wings before. How did you come to have feathered wings anyway? Is it natural?”

Kira nodded perhaps a little too quickly. “It's just not very common.” Her nervousness making her speak quickly as well.

Chrysalis frowned for a moment then shrugged. “Well I've never heard of such a thing before, but I can't say I've really spent all that much time among dragons. Of course, it is also rare to come across a young dragon that hasn't given in to their natural tendency toward greed.”

Kira smiled taking it as a compliment. “The only thing I've ever cared to horde was knowledge,” she said then immediately regretted it.

Luckily Chrysalis's didn't seem to make the connection. “Certainly an honorable pursuit.”

Finally Surprise returned with their drinks. “Here you go!” She said, somehow managing to slide the cup down her wing into Kira's waiting claws without spilling a single drop.

Glad for the break in conversation, Kira took a sip of the pink colored juice. It was a delightfully tasty fruit punch, though she couldn't quite tell what types of fruit it was. “This is very good, thank you,” she said gratefully to Surprise.

“You're welcome.”

“So how did you all become a family?” Kira asked after taking another sip of her drink.

Surprise stepped around to the other side of the table behind the twins. “Well the girls I've been taking care of for a few years now,” she said putting a hoof around each of them and gently hugging them. “Nata...”

“Sonata,” the earth pony corrected almost automatically.

“She moved in with us about a year and a half ago and just never left.”

“You make it sound like you don't want me around...” Sonata said with a slight pout.

Surprise laughed and gave Sonata a hug, “Nah, we love you, Nata!”

“Sonata,” she corrected again, smiling.

Chrysalis smiled. “As for me, Surprise has been working with me to help with pony-changeling relations ever since we came to the colony. But a few weeks ago Surprise was injured in an accident and... one of my daughter's gave her life to save Surprise's,” She smiled sadly. “Since then, we've been much closer.”

Surprise smiled sadly as well.

Kira looked at Surprise a moment, she'd noticed that Surprise wasn't flying at all, which was unusual for a pegasus, and she seemed to be favoring one of her forelegs. Otherwise though she seemed to be in good health.

“So you were almost fatally injured just a few weeks ago? But you seem almost completely healed!”

Surprise grinned. “Yep, I heal really fast now; fast as a changeling, Chryssy says.”

“There you are!”

Kira looked up to see Atlas and Destiny trotting over from where they'd been dancing. Both seemed tired but in very high spirits. “We were wondering where you disappeared to, Kira,” Atlas said then bowed to Chrysalis. “Queen Chrysalis.”

Chrysalis gestured for him to rise. “No need to bow, you're not one of my changelings, and frankly I don't care if they bow or not either,” she said then smiled turning to Destiny. “You're quite the dancer my young nocturne. I was watching and I have to say I'm impressed; even some of my changelings who like to dance and have had centuries to practice could not match your skill.”

Destiny blushed. “Thanks. I haven't had many chances to dance at a party like this. It's really nice.”

“Well we always have dancing at our parties!” Surprise told her grinning. “Oh hey guys, meet my family!”

Surprise quickly made introductions around the table. Destiny seemed especially happy to meet the two fillies and gladly explained her 'funny wings, strange eyes' and 'scary fangs.' They didn't seem to have much interest in Atlas however. After all, he was just another unicorn and the fillies knew plenty of those.

“So Kira, would you like to dance?” Atlas asked after resting for a few minutes.

Kira's eyes widened. “Oh no! I... I don't dance,” she said quickly.

“Oh come on, it's a party!” He said taking one of her fore-claws as he stood and pulling her with him.

“I don't even know how!” Kira protested as the surprisingly strong unicorn stallion pulled her toward the rest of the dancers.

He laughed. “Well this is the perfect time to learn,” he said then turned back toward her, smiling once they were in the middle of the dance area of the square.

“But, I...”

“Come on, Kira, if I can dance, then so can you.”

The song playing was a slower number while still having a strong rhythm and so Atlas went up onto his hind legs and held out his fore-hooves. “Uh...” Kira hesitated.

“Come on, Kira, don't keep me waiting,” Atlas said with a grin at her nervousness.

Reluctantly Kira went up on her hind legs as well, putting one of her fore-claws on his shoulder, while the other he took with one of his hooves. Then she felt him put his other fore-hoof around her back and gently pulling her closer. The upright position was made a little more awkward for her due to her longer neck and it didn't help that she was just a little larger than Atlas anyway.

“I... I don't know about this,” she said anxiously. “I don't even know what to do! I've never danced before...!” She fell silent as Atlas did something she wasn't expecting and leaned in close, touching his nose to hers.

“Kira, relax,” he said grinning as she stared at him stunned. “Just follow my steps.”

Still in too much of a state of shock to do anything else, Kira just nodded nervously.

He started with a short step to the side. Kira followed awkwardly, and he smiled reassuringly then stepped again, using his fore-hooves to guide her. Kira followed his steps as he led her through the dance, moving in time with the music. As strong as the beat was, they were soon sweeping around the 'dance floor,' Kira doing her best to keep up while also being careful of her blade tipped tail.

Despite having to focus, Kira found herself enjoying the dance and soon began moving with more confidence, still letting Atlas lead, but not struggling to keep up any longer. All too soon though, the song came to an end.

Atlas gave her a smile as they released each other and both went down to all fours. “See, you can dance.”

She blushed slightly, glad it didn't show too much through her scales. “Well, maybe. I bet I look pretty foolish...”

He laughed. “Don't worry about it, what matters is if you're having fun.”

“I guess... one more song?” She asked, feeling slightly timid. She really had enjoyed dancing with him.

“Sure.”

Kira smiled then looked toward the stand where the musicians while they waited for the next song to begin. The musicians however seemed to be trading off, the group that had played the previous song leaving while four new musicians took their place. This group was led by a familiar mare, Sonata. Kira had assumed she was a musician by her name when Surprise had introduced her, now it seemed she'd get to hear the mare preform.

Sonata took center stage, the rest of the four accompanying her taking up their instruments behind her, while she took up a cello herself. They all took a moment to check the tuning of their instruments, then when they were satisfied, Sonata stepped forward.

“Good evening, everypony, and a very special welcome to our guests of honor tonight: Kira, Destiny, and Origin Atlas,” she called smiling as she found each of them among the rest of the crowd. “I have something special planned for all of you tonight. As all but our guests tonight are aware, our colony was visited by tragedy one last time in recent weeks; a tragedy that may have been far worse if it weren't for the actions of two very brave individuals: My dear friend, Surprise, and my love, Sallis, who gave her life to save Surprise. The song I wish to play for you now, is one that I wrote for Sallis in the weeks following the tragedy. I dedicate this to her. It is titled: Love, Honor, Loyalty.”

The crowd was silent as Sonata lifted her bow and began to play. It was a slow song, full of love and grief. It was a song from the heart that brought the party to a halt as everypony stopped to listen. At first the theme of grief was strong, speaking of untold sadness, but then the tune turned happier in remembrance.

Kira looked at Atlas with a tearful smile. She'd known Sallis once; and though learning of her death was painful, to hear her remembered in such a beautiful way...

Atlas smiled back and offered a hoof. “Shall we?”

She nodded and took his hoof as they both went onto their hind legs, dancing once more. This time however, the dance was slower and under the influence of the music, they held each other closer.

They moved together, both following the music as it guided them through the steps, and as themes of love became apparent in Sonata's song, Kira rested her chin on Atlas's shoulder. Atlas held her close as they continued to dance, not seeming to mind. Kira didn't really realize what she was doing. She was lost in the music; consumed by the emotions that Sonata was masterfully conveying through her cello. Having lived much of her life in isolation, she'd never heard such beautiful music before.

Finally the last notes faded into the night as the song came to an end. Kira stepped back from Atlas then, blushing slightly while he just smiled. Silence fell over the square, then somepony began to applaud. Kira looked toward the sound to see it was Chrysalis, tears streaming from her eyes. Moved, Kira joined in as many others did as well. Soon thunderous applause filled the air as everypony, changeling, and even dragon present showed their approval of Sonata's song.

Tears filling her own eyes now Sonata bowed, joined by the other musicians that had played backup for her. “Thank you all!” She said simply with a smile, then stepped down from the stage while the other three musicians got set to start the next song.

“That was beautiful...” Kira said softly.

“It was.” Atlas agreed without hesitation, then looked back at her. “You want to keep dancing?” He asked, sounding hopeful.

“I think I want to let Sonata know how much I enjoyed her song...” Kira told him. “I wouldn't mind dancing some more later though.” She added when she saw his disappointment. She really had enjoyed dancing with him.

~~~

With a yawn Kira stretched out, luxuriating in the feel of the thick grass of the hilltop where she'd chosen to rest. It had been five days already since they'd arrived. Five days since their welcome party and already there was another party planned that night. Kira smiled; it had been a good few days.

True to their word, all of them were helping out in whatever ways they could; which for her and Atlas was helping with a lot of the heavy lifting moving building supplies around with their magic and in her case, her natural strength as well. Destiny however couldn't help much in that way and had found she wasn't very talented when it came to the building itself and so was trying to find other ways to help such as bringing drinks and other refreshments to the workers.

As for the elements and their bearers; they hadn't made any progress on that front. Kira didn't know why the elements hadn't bonded with their chosen bearers when they'd all been together. They hadn't told Surprise and Chrysalis either, by Kira's request. She wasn't sure how Chrysalis would react to finding out Kira had the Elements of Harmony, so she wanted to wait until they had to in order to tell her. Which of course meant that they couldn't tell Surprise either since they were very close. Just as they had said, they were like family.

Keeping the secret was harder for Destiny, since she had quickly become good friends with the hyper pegasus. The two of them had spent a good deal of time together especially once Surprise had been given the go ahead to fly again from the local doctor. But Destiny had agreed to keep the elements a secret for now since they hadn't bonded with their bearers yet anyway. A fact that was beginning to annoy Kira.

She didn't understand why the elements remained inactive. The resonance was clear; Destiny, Atlas, Surprise and Chrysalis were definitely the bearers. But for some reason they weren't bonding. She knew that when the five were present with their bearers the sixth element was supposed to appear. For a time she wondered if it was because Surprise was apparently the bearer of two elements; that perhaps the elements couldn't bond to the same pony. But she dismissed the idea remembering that the princesses had each been bonded to three.

Then a terrible thought had occurred to her; perhaps the bearer of the sixth element had to be present as well. She hoped that that wasn't the case because she didn't have a clue how to find the bearer of magic without the resonance between the element and its bearer.

The question of the elements plagued Kira whenever she took time to rest. Even now, as she laid upon the hilltop just outside of the town, she had her bags with her, the elements inside. She studied the magic she could feel within them, searching for some clue to their lack of activity while she rested from the day's labors.

She never worried about being disturbed, most the ponies from the settlement still avoided her. They tried not to show it, but she could tell they were still afraid of her. Even when she was helping with the work, she could always feel eyes watching her every move, and would often catch ponies staring if she looked over her shoulder. Surprise and even Chrysalis were doing their best to help the local ponies get use to her, but it was going to take some time before she was truly accepted.

That is, if they never found out what she had to eat sometimes. Kira was under no delusions that these ponies would ever truly accept a hunter living among them, but perhaps if she could keep it a secret...

With a start she realized what she was thinking and pushed the thought away. There was no way she could stay here; even if she was enjoying herself so far.

Trying not to think about it, she returned her focus to the elements and the magic she could sense within them, seeking answers. She hadn't been at it long though when she was surprised to hear soft wing beats approaching.

Looking up she quickly located the source of the sound and smiled as Destiny landed nearby wearing her saddle bags.

“You mind if I join you? I just want to practice a little where I won't be in anypony's way.”

Kira raised a brow. “I don't mind. What are you practicing?”

She grinned and pulled the ancient text they'd found in Saddle Arabia out of her bags. “I've been trying to learn one of the dances in this book!” She said sounding excited. “I was able to translate a bit of it and it's definitely a book of old ritual dances. This one says it's a rejuvenation ritual, but it looked like the easiest one. The instructions for most of them seem very precise. I think these rituals were very important to my people...”

"They may have been." Kira smiled. “Even if things change, it's always good to remember the past and where we came from. Maybe it's time these rituals were remembered.”

Destiny smiled and nodded. “I'll just be practicing over here,” she said going over to a flat area that was mostly clear of grass and fairly level. She set the book down against a nearby rock, open to the first page of the ritual dance she was trying to learn and soon was going through the steps, occasionally looking at the book to see if she was doing it right.

Kira watched her for a few moments smiling, then turned her attention back to the elements. Unfortunately the ungrateful gems didn't feel like giving up their secrets and she was soon becoming frustrated as she had every evening she'd spent on the matter.

Destiny didn't seem to notice Kira's deteriorating mood as she continued to practice her dancing. In fact she was hardly aware of Kira at all, she was so focused. So it wasn't until Kira leaped to her feet, ran to the nearest tree, spun, and bucked it in frustration that Destiny looked up from what she was doing with a wry smile. “Feeling better?” She asked as Kira walked back over to where she'd been laying before.

Kira took a deep breath to give her anger time to cool before answering. “I just don't get why the elements won't bond to their bearers; the resonance is so clear!”

Destiny shrugged. “Well I wouldn't know,” she said and went back to what she'd been doing.

It was then that Kira realized that she wasn't dancing anymore. In fact it looked like she was drawing something in the dirt where she'd been practicing. As she watched, Destiny consulted the book again before continuing to scratch lines in the dirt with her hoof.

“What are you doing?” Kira asked curiously as she went over to see.

“Well, according the to the book, that ritual dance is supposed to be done in a special circle drawn on the ground and a lot of the instructions reference parts of the circle for hoof placement,” destiny explained as she continued drawing.

Kira looked at what she had drawn so far and her eyes widened in recognition. “The book has a drawing of this circle?” She asked, wanting to see the completed version.

Destiny nodded. “Yep, there's several of them in the back of the book, it sounded like each one is used for multiple dances,” she said retrieving the book and showing her. Kira took it in her magic and looked at the page Destiny indicated. Then she turned the pages and looked at some of the other circle designs shown. It was just as she'd thought.

“Destiny, these are arrays,” she said, letting some of her surprise show in her voice.

“Arrays?”

Kira nodded. “Yes, arrays are used in magic, usually with more complex and powerful spells. They require time to prepare, but an array can help to shape magic into a spell that may be far too difficult and complex for anyone to cast on their own.” She then gestured to the book. “I don't recognize these arrays, so I don't know what they're meant for, but they're definitely arrays.”

“But why would they be in this book?” Destiny asked, confused. “It's written in ancient nocturne and all the instructions are for nocturne to perform the dances. They even have instructions for wing positions for a lot of the steps of the dances. Why would they use magic arrays? We don't have horns, we can't use magic.”

Kira shook her head. “You don't need a horn to use magic. I use magic all the time.”

Destiny's eyes narrowed. “You have two horns...”

She laughed. “Yes, but my horns don't have anything to do with magic. I know ponies without horns don't have a natural way to sense and manipulate magic, but you are still connected to it. The Zebra don't have horns, but that doesn't stop them from using magic. Although most of their magic is based on potions and rituals, often involving magically active crystals and other artifacts. They use arrays as well in their rituals...” Kira trailed off, there really was no reason to use an array if magic was not involved, and if the book really was an instruction manual for ancient nocturne rituals then there was a good chance that they were in fact magical in nature.

“I wonder... Destiny, do you think you could perform this dance yet if we finished drawing out the array?”

She nodded. “That's why I was drawing it, I wanted to try out the dance how the book says it's supposed to be performed.”

“Well let's go ahead and try it. With me here, I'll be able to sense if magic starts to react to it and warn you. Does the book mention any other preparations besides the array?”

“No, not for this one.”

“Do some of the others?” Kira asked out of curiosity.

“Well, one I think mentioned candles... I haven't been able to translate all that much,” she explained.

“Hmm. This could be interesting. Just an array and a pony dancing... could the nocturne really have had a way to manipulate magic through motion alone?” She wondered out loud. “Let's try it.”

It didn't take them long to finish the array as it was shown in the book and satisfied, Kira stepped back to watch as Destiny moved into position in the circle, gracefully taking the first pose of the ritual dance. Opening herself completely to her senses so she could feel the magic of the world around her, Kira nodded for Destiny to begin.

As soon as the young nocturne began to move, Kira was entranced. Though she had watched her friend countless times before, she never tired of seeing her grace and agility as she seemed to flow through the steps of the dance. This particular dance was a slower calmer dance that seemed to inspire a sense of serenity as Destiny moved about the array, smoothly flowing to various points in the design while never once stepping on the lines. Slowly the pace of the dance increased, though it was still relatively calm.

It was then that Kira began to notice magic beginning to shift and flow around Destiny, seemingly guided by her wings and her hooves as she moved from point to point in the array. It was small, hardly noticeable at first, but quickly grew stronger. So entranced by what she was seeing, however, Kira didn't even think to warn Destiny, or stop her.

Then Destiny reached the climax of the dance, stepping gracefully into the center of the array and flowing effortlessly into a spin, rotating one full rotation before throwing her wings out, stopping herself in the final pose of the dance. And as she did the magic energies that had been gathering around her coalesced into a cocoon around her then burst outward in a wave. Kira didn't have time to react as the wave washed over her. She gasped as she felt the magic flow through her.

Destiny heard her and ran over to her. “What happened!?” She asked sounding worried as she saw Kira was wide eyed with shock.

“Oh wow!” Kira breathed as she registered the changes the magic had wrought in her. The fatigue of the long day's work was almost completely gone. She began to grin. She couldn't help it, she felt so good.

“What?” Destiny asked again, more curious than worried now.

“It's incredible!” Kira said grinning widely. “Throughout the dance magic was slowly gathering around you, slowly flowing along with your movements. More and more gathered throughout the dance, then when you reached the end, all that magic was released in a wave that when it hit me... I can hardly describe it!” She said gesturing excitedly. “I've never felt anything like it! I feel like I just woke up from a really good night's sleep. I feel... well, rejuvenated!”

“Really!?” Destiny asked sounding excited herself now.

She nodded levitating the book over and looking over the pages. “I've never seen anything like this before. How your ancestors figured this out...” She shook her head. “Destiny, this book; these rituals; they're value is immeasurable.” She smiled and levitated the book over to her. “And I think it's about time your people's legacy was revived.”

“You think I should try to learn them? The rituals?” She asked taking the book in her fore-hooves.

“Yes, It should be safe enough. The spell didn't really take form until the very last parts of the dance. If my guess is correct, then even if you perform a dance incorrectly, the worst that would happen is the spell just wouldn't cast and the magic would dissipate,” Kira told her. “I don't just mean you should learn them though. But also make use of them.”

Destiny's eyes shone with excitement as she realized what Kira was saying. “Oh my gosh! I could... I could do the rejuvenation ritual for the builders! Everyday! And I could...” She trailed off tears coming to her eyes. “I can really help out now! Not just bring ponies food and water.”

Kira smiled in understanding. She and Atlas had been able to help out quite a bit with their strength and magic; and though Destiny was fairly strong for her small size, she still hadn't been able to do much to help with the construction directly. She'd felt bad that all she'd really been able to do was bring ponies refreshment. “Even if all you did was perform that rejuvenation ritual once a day for the workers, I guarantee it will be a huge help,” Kira told her.

Destiny grinned and nodded. “I can't wait to tell everypony! I wonder what other rituals I could use to help...” She said looking at the book, then shook her head. “It can wait! I have to show everypony before the party tonight!” And with that she took off heading back toward the town as fast as her wings could carry her.

Kira just grinned and shook her head at Destiny's departure. In her haste, she'd left her saddlebags behind. Retrieving her own as well, Kira put both sets of bags on her back and started back into the half built town herself. It was good to see Destiny so happy. She'd wanted so badly to be able to help out more and to find a way to do so by making use of her talent. It was the happiest she'd ever seen the young nocturne.

Kira's heart almost froze as that thought crossed her mind and she stopped dead in her tracks. Being here and helping the ponies here was making Destiny the happiest Kira had ever seen her; and while she hadn't known Atlas very long, she could tell that he was very happy here as well. When the elements finally bound to their bearers and they completed the task that needed to be done, in all likelihood they'd want to stay here.

But Kira couldn't stay.

She was going to lose them.

Taking a deep breath, Kira started down the hill again. It was the way things were, she told herself, there was no sense crying about it. Even so, a few tears managed to find their way to the ground.

Author's Note

So fun thing about this chapter; the entire first half at the party was only one sentence in the summary. And the whole part with Kira and Atlas dancing wasn't even mentioned. I added it because I wanted to further develop their relationship. Kira and Destiny were already close, but I wanted to show that Kira was quickly becoming close to Atlas as well.

This is important because of what Kira realized a the end of this chapter and will be addressed a great deal in the next chapter.

Chapter 8: Secrets

After Midnight
By Nebula Star

Part 2: The Bearers
***
Chapter 8: Secrets
***

It was already getting late in the evening as Destiny flew back into the town square, clutching her precious ritual book in her fore-legs. She'd realized that she'd forgotten her saddle bags with Kira, but she was too excited to show everypony her new ability and decided that she'd just go back for them later, if Kira didn't bring them back for her anyway.

Ponies were already gathering for the party that was soon to begin. She spotted Surprise and the twins setting up some of the decorations while others helped set up makeshift tables and chairs mostly made from building materials that they had in abundance in the under-construction town. She spotted Atlas easily by his hat.

“Hey, Ori!” She called quickly flying over to him. She'd gotten tired of calling him Atlas all the time and Origin wasn't any better, so she'd come up with a nickname for him a few days past. He didn't seem to mind.

A smile spread across his muzzle as she flew over to him. “Hey, Destiny. What are you up to?”

She smiled in her excitement. “I have something amazing I want to show everypony before the party. Can you help me set up?”

He shrugged. “Sure, what do you need help with?”

She held up the ancient text and opened it to the page that showed the array for him to see. “We just need to draw out this circle on the ground somewhere where I can dance!”

“That's an interesting design,” he said looking it over. “But why do you need it? Can't you just dance without it?”

She just grinned. “You'll see. It's amazing though! This book, they're far more than just dances!”

Curious he shrugged. “Alright, There's a clear area over here I bet we can use,” he suggested and together they got to work drawing out the array. Several ponies looked on curiously as they worked, but most were either too busy preparing for the night's party or resting from a hard day's work.

“Whatcha doin'?”

Destiny wasn't startled at all by Surprise's sudden appearance hovering by her shoulder though she saw Atlas jump a bit. “We're setting up for something incredible I want to show everypony!”

“Really? What is it?” Surprise asked.

“You'll see!”

“Is it going to take long?” Surprise asked sounding a little concerned. “Because the party is going to start soon!”

“Don't worry, it won't take long. And I bet it will help everyone enjoy the party even more!”

“Really!? That would be stupendous!” Surprise exclaimed rising higher into the air as she did.

Destiny smiled finishing the part of the pattern she'd been working on then turned back to where they'd left the book sitting out nearby.

“Oh, Queen Chrysalis!” She exclaimed in surprise, seeing the changeling queen standing there examining the book looking stunned.

“Just Chrysalis is fine,” she said absently then held up the book. “Where did you get this? I thought they'd all been lost millennia ago.”

“We found it in the ruins of Saddle Arabia. Ori let me have it because it's all in ancient nocturne and I'm the only one who can translate it.”

“Well, that and because you're a dancer,” Atlas added.

Surprise zipped over to Chrysalis's side looking at the book as well. “What is it?”

Chrysalis returned the book to Destiny so they could continue working. “It is an instruction manual for an ancient art developed by the nocturne, an art that I had believe lost forever. Can you perform them, Destiny?”

“Well, I've only learned one so far, I've only had a few days. But I'd like to learn them all eventually,” Destiny told her.

Chrysalis smiled. “It would be wonderful to see the art revived. I look forward to your performance.”

“But what is it?” Surprise asked again.

“Wait and see!” Destiny told her grinning.

“Oh come on! Can't you just tell me?” She pouted, but Destiny kept silent and Chrysalis just smiled and shook her head. “Atlas?”

Atlas shrugged. “I don't even know what exactly it is. I thought they were just old ritual dances, but it sounds like there's more to it than that.”

Destiny continued to grin as they finished the last section of the array. “Oh, they're much more than just old dances!” After checking the circle one last time, Destiny closed the book and smiled. “Alright, it's ready!”

Looking around, Destiny saw that there were quite a few ponies and changelings watching curiously already, while many more were gathering for the party that was supposed to start soon. It looked like almost everypony was there already.

Jumping up into the air, Destiny hovered high enough for all to see. “Everypony, please, gather around!” She called out to the crowd, getting their attention. “I have something very special I'd like to share with you all before the party.”

Those that already appeared curious quickly moved closer around the circle of the array, stopping outside of it however when they noticed the strange design. The rest seemed hesitant at first, but soon began gathering closer. Destiny stayed hovering in the air so that they could all see her as they gathered closer. When most of them had gathered she smiled warmly and landed in the center of the circle.

“Alright, first of all, I wanted to thank you all for welcoming my friends and I so readily into your community. The last few days have been among the happiest I can remember. So thank you.” She smiled looking out over all of them and got several smiles in return. “Now I know some of you are still curious about me and my appearance. Many of you probably had never heard of a pony like me before except maybe in old stories or legends. It's understandable, though we once lived here in Equestria, my people have always been secretive. Then when our beloved princess fell to corruption, my people chose to leave rather than suffer under the rule of the Nightmare.

“We are a tribe of nocturnal pegasi called the Nocturne. My unusual eyes and wings are adapted for life at night. As for my fangs; my people have a great love of many fruits which have thick peals so we have fangs to help pierce the rinds and get to the juices within. Anyway I thought I'd tell you about myself since I've heard a few rather amusing rumors about me.” She grinned and a few ponies in the crowd that she had corrected before laughed remembering their own mistakes.

“Now as I said, my people were very secretive, and much of our history was lost as a result. But recently a piece of that history; a piece of my people's legacy, was recovered, largely in thanks to my friend here: Origin Atlas.” She pointed to the brown unicorn. He waved to the crowd, a little embarrassed at being the center of attention.

“My people have always been fond of dance,” Destiny went on. “And even today we still have rituals that involve special dances that have been passed down for generations. But what has survived I now see was merely a shadow of what the dances once were. They were once so much more. That is what I'd like to share with you now; my people's legacy, all but forgotten for more than a thousand years. And remember, this is far more than just a dance.”

She finished then as they all watched, she carefully took position, moving gracefully into the first pose of the dance. Then she began.

She'd long ago learned to dance to a rhythm in her head, having been on her own for so long and so even without music, she had no trouble keeping time. Focused as she was, Destiny was hardly aware of all the ponies watching her, but as she continued the dance, this time she did become aware of something else. It was subtle at first but before long she began to feel something shifting around her, moving with her. It was like a slight warmth and a feeling of peace that helped to clear her mind, and let her focus on her dancing, flowing through the practiced motions with ease.

The feeling became stronger and stronger as the dance continued until she felt the warmth radiating all around her, flowing with her movements, taking shape in the center of the array. Then she reached the finale and as she struck the final pose. This time she felt the wave of energy erupt outwards from her position.

Many ponies in the crowd gasped as they felt the energy flow through them. Slowly Destiny opened her eyes seeing the shocked expressions as the ponies around her looked to one another nervously. Some seemed to be realizing how much better they felt, but at the same time seemed worried. They were scared, Destiny realized. She began to worry that perhaps she should have warned them what would happen.

Then a stomping applause began from somewhere among the ponies and changelings. Destiny looked toward the sound to find Queen Chrysalis smiling as she continued stomping out an applause for a few moments more. Soon many of the changelings joined in, and eventually a few of the ponies as well. Then Chrysalis stepped forward.

“Well done, Destiny!” She said loud enough for everypony to hear. “It has been nearly two thousand years since I have seen one of the nocturne's ritual dances performed to such effect!” Then she turned to the crowd. “Everypony, there is no need for you to worry. What you felt was the result of an ancient nocturne art in which they used dance to cast powerful magic to the benefit of all present. The one Destiny just performed was the same I had the privilege of witnessing several times in the past. A ritual which has restored to you your strength as if you had just waken from a good night's rest. Do not fear, you have been blessed, not cursed.”

Destiny smiled in silent thanks for Chrysalis's explanation. “Ever since my friends and I arrived, we've tried to help all we can with the work of building the village. But I'm afraid that until now, I haven't been able to help much. But now that I've learned what these rituals can do... I can finally really help out to repay you all for the kindness you've shown. I intend to perform this rejuvenation ritual at least once a day for all that wish to benefit from its restorative power.”

“That would be awesome!” Destiny jumped back, this time letting out a meep in fright as Surprise was suddenly there, almost nose to nose with her. Then she spun toward the gathered crowd. “And I don't know about the rest of you, but I feel stupendous! How bout another round of applause for our magical dancing bat pony!”

In answer almost everpony and changeling gathered in the square began stomping enthusiastically. Destiny smiled feeling tears coming to her eyes, she'd never felt so much like she belonged before. “Thank you all!” She said sincerely then gave Surprise a wink. “Now...”

“LET'S GET THIS PARTY STARTED!” She and Surprise shouted together.

~~~

Destiny continued to look around as she walked about the square. The party had been going for some time already and everypony was enjoying it immensely. Especially since they all had so much more energy. It hadn't been until Destiny had already spent some time dancing – just for fun – that she had noticed that someone was missing.

Spotting Atlas at one of the refreshment tables, she hurried over to him. “Hey, Ori? Have you seen Kira?” She asked, getting a little worried.

He frowned thinking. “No actually, I haven't seen her since this morning.”

Destiny frowned as well. “I can't find her anywhere, why would she not come to the party?”

“I don't know. Maybe she just got doing something that she didn't want to stop in the middle of it? You know she's been really worried about the elements.” He said softly so they wouldn't be overheard.

“Maybe...” Destiny said doubtfully. “I'm going to keep searching.”

He nodded understanding, and Destiny took wing flying back into the center of the square. “Hey, Surprise!” She landed near a table where Surprise, Sonata and the twins were laughing and enjoying some treats.

“Oh, oh! Destiny, are you going to do that magic dance again!” One of the Twins asked before Surprise could even respond. “'Cause if you did, then maybe we could stay up all night!”

Destiny couldn't help but laugh. “Not tonight, but I'll definitely be performing it often to help out the workers,” she told her then looked over at Surprise. “Have any of you seen Kira at all tonight?”

Surprise shook her head. “Nope, I haven't.”

“Is Kira missing?” The other filly, that, Destiny had noticed, usually didn't talk much, asked sounding worried. Her quite nature must have been even more extreme than Destiny was aware however judging by how Surprise's eyes widened and she smiled.

“I don't know, I haven't seen her since I was practicing earlier when we figured out that the ritual dances were magical.” Destiny said frowning. “She seemed fine then. I wonder why she's missing the party?”

“Well I couldn't tell ya, but whatever the reason, it's not good enough! Nopony should miss a party they're invited to, and no dragon either!” Surprise said with conviction.

Destiny nodded in agreement. “I'm going to go find her.”

“Good luck!” Sonata called as Destiny opened her wings. Then she brought them down again launching herself into the sky. She wasn't the strongest flier around to be sure, but she definitely wasn't weak, and in moments she was high above the square in the night sky. For a moment, she let herself enjoy the crisp cool night air, and the exhilaration and freedom of flight. She'd always enjoyed night flights, and often spent hours flying through the dark sparkling skies under the light of the moon. It was a good thing she enjoyed it so much; because otherwise she would have been quite bored those late nights when everypony else was asleep.

Early on in their travels, Kira had tried to help Destiny stay awake during the day to make traveling together easier. Trying to get a nocturnal pony to live by a diurnal schedule had proved far more difficult than just changing when she slept however. In the end Kira had resorted to magic; the side effect being that Destiny not only was awake during the day, but that she hardly slept at all. She only needed a few hours of sleep each night to feel well rested, and after more than two years, there hadn't been any negative side effects.

Kira had felt horrible about it at first when Destiny had told her that she couldn't sleep more than two or three hours; but Destiny had come to like it. Because of it, she could be awake during the day with her friends while still enjoying the beautiful nights she'd always loved.

She would always be a creature of the night, there was no changing that, even if she was awake during the day almost as much as at night now. And as such, her eyes worked better in the dark of night.

She took advantage of it now, searching from high in the sky, scanning over the entire city, searching for her friend. Even in the moonlight Kira's golden scales made her easy to spot and within moments Destiny had found her. She wasn't far; in fact she was just on the south edge of the town, walking along the banks of the small river.

Tucking in her wings, Destiny dove, rapidly gaining speed then slowly opened her wings, pulling up so that her speed would carry her in an easy glide to where Kira was. As she drew closer she noticed Kira was staring off into the distance across the river, clearly deep in thought. Destiny was just about to land when she thought she saw a small sparkle fall to the ground as if... was Kira crying?

Destiny landed and immediately Kira rubbed both her eyes with the back of her fore-claw before looking to see who it was.

“Kira? What are you doing out here?” Destiny asked with gentle concern. “You're missing the party.”

“I... I just wanted to take a walk, to think for a bit before the party. I guess I kind of lost track of time,” Kira said softly then turned and gave her a weak smile.

Destiny wasn't fooled for a moment. “Kira, is something wrong?”

“Nah, I'm alright,” she answered, clearly trying to sound convincing but failing miserably.

“You don't sound alright...” Destiny told her softly, letting her concern show.

“I... I'm just worried about the elements, that's all.”

Destiny watched her for a moment more, she knew that wasn't really what was bothering Kira. Though it was frustrating to the dragon, she knew that the problem with the elements wouldn't make Kira cry. But she could tell just as clearly that whatever it was, Kira didn't want to talk about it. “Kira... if you ever want somepony to talk to; I'll always be glad to listen...”

“It's nothing!” Kira told her more forcefully.

“Okay,” Destiny told her gently. She didn't want to push Kira into telling her. Doing so would likely just make Kira angry. “Won't you come to the party though?” She asked then smiled. “Maybe you could get Atlas to dance with you again.”

Kira sighed heavily, not seeming cheered up at all by the thought of dancing with Atlas, though Destiny knew she had enjoyed it a lot at the last party. “Yeah, let's go...” She said stepping past her and taking off toward the town square. Destiny watched her go for a moment wondering what it was that was bothering Kira, and wishing she knew how to help.

~~~

Kira's mood didn't improve as another week passed. Destiny and Atlas tried to get her to tell them what was wrong, but still she refused. Eventually they gave up on finding out what was bothering her and instead tried to simply cheer her up. No matter what they did however, her mood only seemed to worsen.

She became reclusive and grouchy, to the point that even those that had begun to warm up to her became wary of her once more. Helping with the town construction was soon the only time she interacted with anypony besides Destiny and Atlas.

Nopony understood what was bothering her. Even Surprise tried to cheer her up time and again with little success. In fact she was starting to get on Kira's nerves with how much she was trying.

With a sigh, Kira retrieved her bags and left the construction work for the day. She was well aware of the wary looks she received though she kept her eyes on the ground in front of her. She didn't care; once she figured out why the elements wouldn't bind and remedied the problem, she would be gone and they could all forget about her. Like everyone else.

“Hey!”

Kira jumped back and nearly let loose a burst of flame she was so startled by Surprise's appearance. “Dammit, Surprise! One of these times you're going to get roasted, startling me like that!”

“Nah, I know you'd never roast me!” Surprise said with a grin.

“Of course I wouldn't on purpose, but my natural reaction to being startled is breathing fire at whatever startled me!” Kira growled.

“Then I'd get out of the way!” Surprise said like it was no big deal.

Kira snorted. “What do you want, Surprise.” She asked stepping past her, knowing that the pegasus would follow her.

Sure enough, Surprise zipped around her so that she was in front of her again flying backwards as fast as Kira was walking. Kira was slightly impressed. Flying backwards was hard enough, to do so without looking where you were going was even more so. “I was thinking about going and getting a treat for the twins in the forest, you want to come with? It could be fun!”

Kira just shook her head and kept walking.

“You sure? It would be better than just staring at the river being a sad miss mopy pants.” Surprise asked as Kira walked past her again.

Kira turned a glare on her, but Surprise just smiled seeing that she'd gotten Kira's attention. “Come on, Kira, what's it going to take to turn that frown upside down?” She asked and flipped over in the air so she was hovering upside down in front of Kira.

Kira blinked, her own depressing thoughts momentarily forgotten at the sight of impossibility becoming reality. “How are you doing that?”

“What?” Surprise asked.

“That! Hovering upside down like that! It's not physically possible!”

Surprise laughed. “Of course it is, silly, you just flap your wings in reverse.”

“That's not possible! You're wings don't work in reverse! They don't have the right shape, the muscle mass...”

“Something wrong?”

Kira looked behind her to see Destiny fly up.

“How is she doing that!?” Kira asked Destiny gesturing toward Surprise. Surprise just grinned, continuing to hover upside down.

“What? Flying upside down?” Destiny asked confused.

“Yes! It's not physically possible!”

To Kira's disbelief, Destiny answered by flipping over as well and she began hovering upside down right next to Surprise in the air.

Kira's jaw dropped and she let out a strangled sound.

“It's easy!” Destiny told her. “You just flap your wings in reverse!”

“THAT SHOULDN'T WORK!” Kira exclaimed. Destiny and Surprise just grinned and exchanging an amused look. Then Surprise began circling around Kira, still upside down.

“It's really super easy, I bet you could do it too if you try!”

“Yeah, we could teach you.” Destiny added. “It would be fun!”

Kira considered it a moment. It could be fun, though it really really shouldn't be possible. But then, with the size of pony wings, flight really shouldn't be possible either. Perhaps it was their pegasus magic that made upside down flight possible. If that was the case, she had magic of her own that she knew allowed her to fly, perhaps she could learn to do whatever it was they were doing to defy physics.

But that would mean spending more time with them... getting even more attached...

Like a switch had been thrown, Kira's mood darkened once more and she turned away from them. “No thanks,” she said and started to walk away.

Destiny gave Surprise a pained look then quickly followed. “Kira, what's wrong? Why won't you talk to us?”

Kira just kept walking, not even looking up at her.

“Kira?...” Destiny watched her a moment more then in desperation flew ahead and landed in her path. “Kira, please! Just tell us what's wrong! We just want to help!”

“I DON'T WANT YOUR HELP!” Kira shouted so fiercely that Destiny recoiled in shock. Almost immediately she seemed to regret the outburst, but then several other emotions crossed her face, revealing her inner turmoil. “Just leave me alone!” She shouted finally then leaped into the air, making a quick retreat.

Destiny just stared after her, tears coming to her eyes.

“What in the world was that all about?” Queen Chrysalis asked having just arrived.

“I don't know.” Destiny whimpered.

~~~

Kira didn't know where she was going, nor did she really care. She just had to get away. So she flew. For some time she flew until the town was barely visible in the distance behind her. Finally she spotted a small lake and dove down, landing roughly on its shore.

For a moment she just stood there, staring at the water, trying to organize her thoughts. To calm the turmoil running through her mind. It wasn't working. If only the elements would bind, we could get this over with and I could just leave! But she knew that wasn't really what she wanted. Even so, she took her bags, where the elements were kept, off and tossed them aside.

In frustration Kira let out a roar of pain and fury, a roar expressing the torment of her heart. Then she collapsed near the water's edge.

The tears came. She didn't bother trying to stop them, she knew it was futile. She let them flow. Laying her head down on her fore-paws, looking out across the lake, she cried. Time seemed irrelevant as she lay there crying for the pain in her heart. Again she tried to organize her thoughts, but to no avail. There was simply too much pain, and so she just continued to cry.

She wasn't sure how long she laid there; how long she cried alone, but eventually the tears slowed and her mind began to clear. With a sniff, she looked up over the water and cast a spell. There had been a few other times over the years that she'd needed to organize her thoughts, to talk things through. On those occasions she had often used this spell to help.

It was an illusion, and as she cast it, it took shape in front of her. In a moment another dragon seemed to appear before her, very similar in size and appearance, but at the same time different. The dragon illusion had the same golden scales as Kira, the same amber eyes, the same silver horns and spines. But there the similarities ended. The illusion's body was longer, her legs shorter. Unlike Kira, she had heavier plate scales covering her chest and belly while at the same time she lacked the fur that covered Kira's back. The biggest difference between them however were the wings. While Kira's wings were feathered like a pegasus, the illusion had true dragon wings, webbed with a pale golden membrane that shimmered in the sunlight.

“It's been some time huh...” Kira said as if greeting an old friend. “You know what's going on. What do I do?”

“I can't stay here, they'll never really accept me...” She looked down. “I know they're nice and some of them may accept me eventually, but not everyone. Not when they find out everything... But... I like it here...”

She shook her head. “It would never work. Destiny and Atlas though... I... I don't want to lose them, but I can't ask them to leave with me. I can't expect them to give up a chance to be happy here... for me.” With tears filling her eyes she looked back up at the illusion. “So what do I do?”

The illusion stared back at her, lifelessly and Kira felt her anger rising. “Well!? Do you have an answer!?”

Still the illusion just stared back at her and finally she sighed. “Of course you don't,” she hissed bitterly. “Your dead... I killed you...”

“I thought you looked familiar, Reshkirana.”

Kira's eyes widened hearing her full name from a voice she recognized all too well and leaped to her feet spinning around with a guilt ridden expression to face Chrysalis, dispelling her illusion as she did. It wasn't just Chrysalis standing there however. Surprise and Destiny were there as well, and even Atlas.

Chrysalis looked sad, and slightly confused. “Why didn't you tell me it was you?... my old friend.”

“I... I didn't want...” She took a step back as if hoping to escape but at the same time realizing there would be no avoiding the truth this time.

“Old friend?” Atlas asked sounding surprised. “Did you know Kira from before?”

Chrysalis nodded, her eyes never leaving Kira. “Yes, many years ago, she came to my hive and asked if she could live among us for a time, to study our magic. I was rather impressed by her desire to learn and so I granted her request. She lived with us for a few years, and in time we became good friends,” Chrysalis told them all. “But her appearance back then wasn't what it is now, that illusion you all saw when we arrived, that's what she use to look like when she and I first met. That's why I didn't realize who she was though I knew she looked familiar.

“I'm guessing that whatever it is that caused your change in appearance is also responsible for stunting your growth?”

Lowering her eyes to the ground, Kira reluctantly nodded.

“But Kira told us that she's normal size for a dragon her age,” Atlas objected.

Chrysalis glanced over at him. “How old did she tell you she was?”

Atlas blinked. “She said that she was eighty-seven.”

Chrysalis nodded understanding. “Well then that would be true. If she were actually eighty-seven. But when she and I first met; when she lived among my changelings, was more than twelve hundred years ago.”

Atlas and Destiny both went wide eyed and looked at Kira in surprise. Kira just closed her eyes lowering her head.

“Why did you lie to us?” Destiny asked sounding hurt.

Kira flinched. “I... I didn't want you to wonder why... why I was so small.”

“You didn't want them to find out what you are now, you're ashamed of it, aren't you,” Chrysalis said softly.

Kira tensed but nodded.

“Why? I mean, what are you that you're so ashamed?” Destiny asked.

Kira looked away not wanting to answer.

“We don't care, Kira. We like you for who you are,” Atlas told her taking a step forward, though Kira could tell he was curious as well.

“Yeah, even if you are a little too fuzzy to be a dragon.” Surprise added cheerfully. Still Kira didn't answer.

“Kira?” Destiny inquired gently.

Finally she gave up. “I'M HALF PONY ALRIGHT.”

They all jumped back startled by her sudden outburst. Surprise blinked looking confused. “So, does that mean one of your parents was a pony?”

Kira groaned shaking her head, there was no use hiding from it any longer. “No, it doesn't work that way. I hatched a true dragon; that illusion you saw was me, just like Chrysalis said.”

“Then how'd you become half pony?” Surprise asked with simple curiosity.

She sighed. “I was stupid,” she said bitterly. “The whole reason I wanted to study changeling magic was because I wanted to see if I could duplicate it. Specifically their transformation magic. I thought my spell would work... but my spells never work the first time... Instead of temporarily transforming me into a pony like I had intended, the spell failed halfway through the transformation. What was worse, the changes were permanent. I tried to reverse the spell... for more than a century I tried to find a way to change myself back. But it was no use.”

“So, you're part pony.” Atlas said then shrugged smiling. “What's wrong with that?”

Kira glared at him. “Don't you get it!? I'm a freak! A twisted abomination! I don't belong anywhere! The dragons cast me out! And it's only a matter of time before the ponies here do as well!”

“Nopony's going to cast you out, Kira.” Surprise objected.

“Yes they will! Once they find out what I eat, they won't want me living among them.”

Destiny and Atlas both knew what she meant, Chrysalis probably could guess as well, but Surprise was confused.

“But... I've seen you eating. You eat all the same stuff we do...”

Kira shook her head. “I can eat pony food, but it's not enough. To stay healthy... I have to eat meat regularly.” She said angrily. “You understand!? That means I hunt! I kill! And I feed!”

Surprise seemed shocked by the revelation, but Kira didn't wait for her to respond.

“Now do you really think everypony would accept me once they find out about that!? Do you really think they'd want a predator living among them!? That they'd want me anywhere near their foals!?” She shook her head. “Some may accept me in time, but they'll never be comfortable knowing what I eat. And they will find out; I'm not naïve enough to believe I could keep it hidden forever.”

“You give ponies too little credit. They're more accepting than you think, Kira.” Chrysalis told her. “And you shouldn't be ashamed of what you are. Learn to accept it; be proud of how unique you truly are.” She smiled wryly. “Trust me on this, Kira. From one twisted abomination to another.”

Kira looked up confused. “What do you mean; 'from one twisted abomination to another?'”

Chrysalis just smiled. “I wasn't always a changeling, Kira. I was a normal pony once.”

“You were!?” Kira asked surprised.

She nodded. “I learned long ago to accept what I am, and not be ashamed. It' alright to be different, to be unique. It wasn't easy at first; because of our appearance we were feared and treated as monsters.” She grinned. “Even you have a more friendly appearance than my children and I. But in time I learned to accept what I had become. I learned to be happy again.”

“And there's nothing wrong with you being half pony!” Atlas added. “In fact, I bet if everypony knew, they'd be even more accepting of you.”

Kira looked at him a moment considering that. He may be right. It may actually help others be at ease around her knowing that she was half pony. She shook her head though. “Once they find out what I eat, being half pony won't matter to them. And even if all of you tried to convince everypony... tried to defend me... I won't be a burden. I won't stay where I don't belong and I don't belong here!”

She turned away. “Once we've done what we came here to do, I'll leave, and you can all forget about me...”

“But you don't have to, Kira! We want you to stay!” Atlas objected.

She shook her head still with her back turned. “I can't... Ponies will never accept me, not all of them. Even if I eat as little meat as possible. They'll fear me for it.”

“Isn't there another way?” Atlas asked. “Maybe something else you could eat as a substitute for meat?”

Kira sighed heavily. Why couldn't they just accept that she'd never belong here. “There is one way,” she admitted finally. “But it's not really feasible.”

“What do you mean, what is it?”

She shouldn't have even mentioned it, Kira realized. There was no point in giving them false hope, but now they definitely wouldn't leave her alone until she told them. “I can live off of any diet, so long as I consume gemstones regularly as well.”

“Gemstones?” Surprise asked perking up a bit.

Kira nodded. “The magic in the gemstones will allow me to draw the nutrition I need from any source of food. But in order for it to work, I'd have to be eating gemstones two or three times a week and they'd have to be large enough and pure enough. It's kind of an expensive eating habit.”

“But if you had gemstones to eat, you could stay? You wouldn't have to eat meat?” Surprise persisted.

Reluctantly Kira nodded again.

“One sec.” Surprise said and suddenly flew off fast enough that Kira didn't see where.

“Kira, even if you still had to eat meat, I'm sure that ponies here would accept you anyway.” Atlas told her gently. “But if having gemstones will make it easier for you...”

“Will these work!?” Surprise was suddenly in front of Kira holding in her hooves several large, uncut gemstones. Kira's eyes widened in surprise. In truth they were larger than she would even need at one time. A couple of the gems Surprise held would last her a week by themselves.

“Where did you find these!?” She gasped stunned.

“Right over there.” She said nodding to the side. Kira looked in the direction indicated and saw a small recently dug hole.

“They were just there!?” Kira exclaimed, stunned.

“Kira,” Atlas said and Kira turned to him as he touched her shoulder. “I was going to say; one of the reasons the unicorn tribe wanted to settle in this land is because of the abundance of gemstones here. If all of us help, I'm sure we could find all the gems you ever need.”

Kira stared at him for a moment stunned. “...Are you sure?”

He smiled and nodded.

She looked around at all of them. “You would all do that for me?”

“Of course we would!” Destiny told her smiling.

Chrysalis shrugged. “Heck, I could probably ask my changelings just to keep an eye out for gemstones in their daily work and they'd probably find more than enough.”

“You don't have to leave.” Atlas told her smiling. “This can be your home, Kira.”

Home. A place where one belonged, where they were wanted. It had been a long time since anywhere had truly felt like home to Kira. Tears came to her eyes again though as she came to realized that for the first time in centuries she had found such a place. A place where she could belong, a place where she was wanted, where she had friends.

Light flared from Kira's bags that still laid a short ways off where she had thrown them. Everypony looked startled and the five brightly colored and glowing gems leaped from the bags and flew through the air, each to one of them save for Kira. They were all lifted into the air as the gems began circling around each of them, two around Surprise. The orbiting gems moved faster and faster until they were just streaks of color around them all.

Then another flash of light drew Kira's eyes downward and she saw a sixth gem had appeared in front of her. Magenta in color, it was the shape of a six pointed star. A golden necklace appeared around the new gem, holding it and wrapped itself around Kira's neck. Then even as she watched, all the other elements flew inwards to each of their bearer's chests and with a flash, more golden necklaces appeared.

Slowly the others were lowered to the ground as the magic faded and they were all left looking at each other seeming stunned. Each of the gems had taken a new shape, matching the cutie mark of the bearer. Destiny's pink gem was in the shape of a horseshoe, Atlas's purple gem had taken the shape of an eight pointed compass star, while Surprise's had taken the shape of a blue baloon with a red diamond inset in the center.

It was Chrysalis who was the first to speak. “These are the elements of harmony!” She gasped looking down at her own, the orange gem had taken an odd shape with her, it looked almost like a simple vase. “Where did you get these!? They've been missing for centuries!”

Kira was to stunned, looking down at her own element to answer at first. She'd never even suspected that she might be one of the bearers. Finally though she registered Chrysalis's question. “I've kept them safe, for when they'd be needed.”

“Kira told us that...” Atlas trailed off and looked at Kira. “It was really you, wasn't it. Everything you said your 'mentor' did?”

She nodded. “I never had a mentor,” she said softly then decided to explain herself. “I foresaw the fall of the princesses, and so I acquired the elements to keep them safe.”

“You stole the Elements!?” Chrysalis exclaimed. “If Celestia had had these...!”

“She would have fallen all the same!” Kira said firmly. “I foresaw many possibilities, Chrysalis. And in every one of them the princesses fell. Discord's magic was unlike anything the world had ever seen. He wielded chaos magic in ways no other being ever could. Even if Celestia had the elements, he would have just taken them from her with little effort. I tried to warn Celestia, but she wouldn't believe me. She wouldn't believe that her sister would betray her, or that a creature such as Discord could even exist. If she had still had possession of the elements when Discord had appeared, they would have been lost forever.

“But I also foresaw that the elements would be needed again in the future; so I kept them safe until the time came. That's why we came here in the first place. I set out to find the bearers of the elements and bring them all together now that they are needed once more.”

She looked down at the gem around her neck. “I didn't think I'd be the sixth; the bearer of magic. And why did they bind now? I thought they would bind to their bearers as soon as you were all gathered together...”

“You really don't know much about them, do you?” Chrysalis said sounding amused.

Kira looked up at her. “I've been studying them for years! I probably know more than anyone who's ever lived!”

She laughed. “Kira, the elements rely not only on the virtues of the bearers, but also on the friendship between them. They won't bind to bearers that are not friends.”

Kira blinked a couple times as that sunk in. “You mean the elements wouldn't bind because I hadn't accepted you all as friends!?”

Chrysalis nodded.

“SON OF A...” Kira let out a frustrated roar that echoed across the valley.

“Feel better?”

Kira took a deep breath then let it out slowly before finally nodding.

“So, now that they've bonded with us... what now?” Destiny asked. “You've always said they were needed to save the world.”

Kira nodded and looked down at the element of magic again thoughtfully. “There is still time before what needs to be done.” She looked up at Chrysalis. “Is their anything else you know about the elements?”

“Just that their power comes from the strength of the friendship between there bearers. The stronger the bonds of friendship, the more powerful they become.”

Kira looked around at all of them. “I guess, in that case we should spend some more time together. I... I really haven't been much of a friend the last few days.”

“You were being kind of a grouch,” Destiny said smiling.

Kira blushed.

“Can we afford to wait, though? You said the sooner the better,” Atlas asked.

“We still have time, and we'll need the elements as strong as possible. Let's... let's try not to worry about it for now, I'll know when the time comes,” Kira told them all. “Let's just take some time to enjoy ourselves while we can.” She looked up and smiled. “After over a thousand years, I think I could use a bit of a break before we move on to the final stretch.”

Author's Note

So finally here it is. The truth about Kira. And also a little tidbit of the changeling lore in my Midnight Star multiverse. What Chrysalis said does carry over into the main Midnight Star series as well. She was originally a pony. But I'll tell you right now, she wasn't an alicorn.

Anyway, hope you enjoyed the chapter; I'll try to focus more and get the next chapter out a little quicker.

Chapter 9: A Failing Heart

After Midnight
By Nebula Star

Part 3: A Dying World
***
Chapter 9: A Failing Heart
***

Three months. It had been over three months since Kira and the others had arrived in Ponyville, and so much had changed. The town was coming along nicely. Enough homes had been finished – meaning they were livable – that that night there was a party celebrating the last to move from the colony to the new town. The colony was officially abandoned. It was to be a grand party, celebrating the end of living in fear within the dangers of the forest.

There was still a lot of work to be done, of course, and many houses were holding two or more families for the time being, while those that were willing to, continued to stay in tents while more homes were built. But even so, it was a momentous occasion.

Kira smiled as she levitated up a bundle of roofing materials to one of the pegasi that was doing the roof work on the house she was helping with.

“Thanks, Kira!” he called down to her as he went to grab the bundle and she smiled.

“You got it? It's pretty heavy,” she warned.

“Yeah, I've got it,” he assured her. Kira prepared for the worst just in case and released her magic.

Just as she'd thought he'd underestimated the weight of the bundle and not use to standing on two legs, he wasn't very steady as it was. He started to fall. Then he stopped, surrounded by a golden aura of magic. “I did warn you...” Kira said giggling as she levitated pony and bundle back up onto the roof.

He laughed sheepishly, rubbing the back of his neck. “Yeah... uh, thanks.”

Kira just smiled. “You're welcome.” The ponies of the town had greatly warmed up to her since the day she'd decided to make this her home. Since she'd discovered how much she belonged in Ponyville.

Home. Even now the thought filled her with joy. It had been so long since she'd had a real home and day by day Ponyville was becoming just that.

Her musings were cut short, though, as a bell tolling filled the air, making Kira reflexively look toward the town center. The clock tower was a new addition. It had been decided that having a standard on which to base the time was prudent when trying to keep things organized. So, though the rest of the town hall was being completely at a much slower pace, the clock tower itself was all but finished and the enormous bell it housed was tolling out the noon hour.

Kira smiled, it was time for a lunch break, but that also meant Destiny would be performing her rejuvenation ritual soon and everyone in town knew it. Destiny's dances had become part of the daily routine and hardly anyone would ever miss the rejuvenation ritual. Kira had heard it said that everyone was able to get half again more work done thanks to Destiny's magic.

In a few moments everypony and changeling was dropping what they were doing and heading toward the town center where food would be served and Destiny would perform.

Destiny had continued learning more of the ritual dances and had perfected several of them so that she could perform them to their full effect. The dances and what they did varied greatly. One of those Destiny had learned cast a kind of protective ward around the ponies present that could last for days and would protect them from harmful magic until the ward was depleted. Then there was one that enhanced someone's strength for a time, but it could only be used on one pony at a time. Similar to the strengthening ritual, there was one that was supposed to heal the body and restore the magic of even someone on the edge of death. Unfortunately Destiny hadn't been able to get that one to work, it was by far the most difficult of the dances. Another had the amusing effect of putting everyone around to sleep. Destiny had only performed that one once with an audience and she'd warned them before-hoof what it was suppose to do. She'd just wanted to see if it worked.

Not that she was always so careful. She'd learned her lesson though. Kira smiled as that particular incident came to mind.

~ “Kira!” Destiny cried sounding panicked as she flew in to land, her saddle bags askew as if she'd thrown them on in a hurry. It was late in the evening and the sun was near setting.

“What's wrong?” Kira asked worried. She'd never seen Destiny so scared.

“I... I was trying one of the ritual dances I hadn't done before, you know, just to try it out. A few ponies were watching like normal. But, when I finished the dance they were all... together...” Destiny trailed off, looking embarrassed.

“Together?” Kira asked confused.

“In pairs...”

Kira just gave her a questioning look, still not understanding.

“Male and female...” Destiny clarified in almost a whisper.

She finally got it and her eyes widened. “You mean they were...”

Destiny nodded.

“In the middle of the square!?”

She nodded again.

“WHAT DANCE DID YOU DO!?” Kira exclaimed.

“I... I... I don't know!” Destiny cried. “I never finished translating!”

Kira clapped claw to her forehead. “Destiny, are you telling me you performed a magical ritual dance, without knowing what it would do!?”

“The book said something about stamina! I thought it was like the rejuvenation ritual!” Destiny objected.

Kira just covered her eyes with her claw, shaking her head. “Do you have the book?”

Destiny nodded and pulled it out of her saddlebags.

“Which dance was it?”

“This one,” Destiny said turning to the appropriate page and showing her.

“Alright, now what does it say?”

Destiny looked down at the book clearly thinking hard, trying to remember her lessons on the ancient nocturne language. It was clear when she got it though, because her eyes widened and she let out a strangled sounding squeak.

“And? What does it say?” Kira prompted.

“It's a... fertility ritual,” Destiny said in a whisper.

Kira burst out laughing so hard she fell to the ground, kicking her legs in the air.

“It's not funny!” Destiny cried sounding distraught then lowered her head. “Everypony's going to hate me...”

Regaining control of herself, Kira got to her feet and put one foreleg around Destiny in a hug. “Nopony is going to hate you,” she assured her confidently. “They might be a little mad at you for a while, but they'll forgive you in time.” ~

All those that had been affected by Destiny's fertility dance did eventually forgive her. In fact, one couple had actually thanked her. They'd apparently both been in love with each other for some time, but both were too shy to say anything. As for the rest. In the weeks following the incident there had been three weddings and at least four confirmed pregnancies attributed to the incident, luckily all to married couples. Kira grinned, she had no doubt that those four would become known as the Destiny foals. Some of the ponies in town were already using the phrase.

That had probably been the most memorable event of the past months, though certainly not the only one. She'd had one embarrassing incident herself in fact.

Wanting to see if she could help speed up the work on the town, she'd tried to devise a spell to put together the framework of a house, thinking that she could get it done in a fraction of the time it took for ponies to build one by hoof. The resulting catastrophe had been spectacular. Wood splinters had been found as far as four blocks away. After that she'd decided to give a rest to devising new spells for a time.

Kira smiled as she thought about it now. Though it was just another in a long line of her spells that had failed or completely backfired, it had been quite spectacular to watch, and she had to admit, she must have looked pretty hilarious running around screaming as she tried to dodge all the boards nails and hammers that had been flying everywhere. She hadn't been able to stop the spell once it had been cast.

“Hey, Kira!” She looked up as she hear Surprise call to her and saw her waving. She wasn't alone; Atlas, Chrysalis, Sonata and the Twins were all with her as well.“Come join us!”

Kira smiled and went to join them at the table. It was actually part of their routine now, including Surprise calling to her like she wasn't going to sit with them to begin with. “Hey, everyone. Destiny getting food today?” For the first few days they had eaten together, it had always been Chrysalis or Kira that had gotten food for everyone, since they had magic to easily carry enough for all of them. Then, one day, Surprise had gotten the food. This had stunned Kira as she hadn't known about Surprise's magic until then and they had ended up spending most of their lunch and much of the evening explaining to Kira about Surprise's changeling powers.

After that however, Destiny was determined to take her turn getting the group their lunch, and with her wings and natural grace, she had managed to do just that, easily balancing a tray on her back with enough food for all of them. Since then they'd taken turns each day getting the food.

“Yeah, she already went to get it,” Surprise told her. “But, hey, I've got something you might like!” With a flourish, she revealed a large sapphire, nearly the size of her hoof.

Kira laughed, they were going to spoil her at the rate they were going. It had barely taken any effort at all for them to find enough gems to keep Kira well fed and healthy. In fact she had more than enough, but since there was nothing wrong with eating more gems than what she really required and other food supplies were limited in the town, Kira had started eating mostly gems to save food for those who needed it more.

It hadn't taken the others long to find out what gems were her favorite; which happened to be sapphires. She smiled and took the offered gem. “Thanks, Surprise!”

She just smiled. “We found it while digging out a new foundation.”

“Well it looks delicious,” Kira assured her.

“If you say so,” Surprise said grinning cheerfully. She'd been curious what different gems tasted like after Kira had told them that sapphires were her favorite. Kira had tried to warn her that to ponies they would just taste like rocks and that she wouldn't be able to chew them anyway, but the shape-shifting pegasus had simply transformed into a dragon-pony hybrid like Kira and tried a couple. But even while transformed, though she was able to chew the gemstones, they still didn't have any real flavor to her, which she'd found rather disappointing.

“Hey, everyone!” Destiny called happily as she approached the table, a large tray balanced across her back and wings, laden with food for all of them. Kira, Chrysalis and Surprise quickly used their magic to unload the food onto the table and Destiny took a seat next to Kira. “So how's everyone's day been?” She asked as they all got started on their lunch.

“Pretty good so far.” Kira said taking a bite of her Sapphire. “Mmm! Just got better.”

Destiny grinned then looked across the table. “Hey Surprise, I thought I saw Firefly earlier. Was she here?”

“Oh yeah! She came by to give us an update on their progress. She said they've already got the foundation of the city built up and not to worry because they've all been able to build homes for themselves. The Cloudsdale project is coming along nicely! We'll have to have a pegasus party before long!” She turned to her family sitting next to her. “I just feel bad that you and the twins wouldn't be able to go Nata.”

“Sonata.”

“It's alright, Surprise,” Raindrop said smiling. “They're working hard too, they deserve a party!”

Surprise smiled and gave her a hug.

It had been a little over a month before that some of the pegasus had the idea that they could build themselves a cloud home quickly and easily, that way all the homes being built in Ponyville could go to earth pony and unicorn families, essentially reducing the workload for everyone, with the added benefit of getting the pegasi use to manipulating the weather again. It had been pointless to try and do so during Discord's rule and so the art had been all but lost.

Their instincts had proven true, however, and before long the pegasi had begun forming a cloud home northwest of Ponyville. They'd named it Cloudsdale after the original cloud city that had once occupied the skies there.

Not all the pegasi had gone, but enough that the number of new homes that had to be built had been cut by nearly a quarter.

“Thanks to the Cloudsdale project, we're that much closer to completing enough homes for everyone,” Chrysalis reported proudly. “It won't be long now before we can start working on the less vital parts of town and really making Ponyville shine.”

“Then maybe sometime soon we can build a house for us,” Atlas said looking over at Kira with a smile.

She raised a brow at him. “Us?” she asked then smiled coyly. “I didn't know you felt that way about me, Atlas...”

He stammered. “U-uh, no! I mean, I do... don't! I mean, I don't know...” He took a deep breath. “I just meant that me, you and Destiny could share a place...”

Kira grinned. “I know what you meant,” she said teasingly.

They soon finished their lunch and Destiny excused herself to prepare for her ritual dance while everyone began gathering around. Everyone knew the benefits of the rejuvenation ritual by now and very few ever missed it. So by the time Destiny started, the entire town was present.

Kira watched as Destiny performed her dance. She'd done the rejuvenation ritual so many times that it had become second nature to her. She could draw out the array by memory and performed the dance so flawlessly that the effect was substantial. Everyone in attendance left feeling as if they'd just woken from a good night's sleep and were ready for the second half of the day.

With a content sigh, Kira turned to head back to work. She barely watched where she was going, her mind instead focused on sensing the world around her as she walked along the path. It was then that she felt it.

It was like a ripple in the ambient magic of the world. A ripple that originated as a shock-wave some great distance away. Kira turned north, where she could sense the ripple had come from, looking toward the mountains. Unconsciously she began walking toward it, her mind focused, wondering if... fearing that it would happen again. She'd nearly reached the edge of town when she felt the second ripple.

Kira's shoulders sagged and she sat down on her haunches right there, not really paying attention to the others around, some of whom were looking at her curiously. “So, time is up,” she said softly, with a deep sadness in her voice. She sighed heavily. She knew what needed to be done.

“Hey, Kira, weren't you working toward the south end of town today?”

Kira looked up at Surprise hovering by her shoulder. “Surprise, gather the other bearers and let's meet up at your place... It seems the time has come.”

Surprise's eyes went wide. “Oh! Righto! I'll get the others in a jiff!” she said and sped off to search for them all.

Kira watched her go with a sad smile. “It was nice while it lasted...” she whispered softly to herself.

~~~

Surprise's home had been one of the first completed and had been built almost entirely by changelings, though they had built in a tradition pony fashion. Surprise hadn't wanted to take one of the first homes herself, of course, but Chrysalis had insisted, saying it was for the twins more than anything. Eventually Surprise had agreed, partly because it was clear Chrysalis wasn't going to back down.

It was a simple enough home, with enough room for Surprise, the twins, Sonata, and even a couple spare rooms in case their family ever grew. Currently it was also home to several changelings who helped with the construction of the town on a daily basis.

Destiny, Atlas and Kira were gathered in the dining room, sitting around the table, waiting for the last two to arrive.

Finally the front door opened and Surprise entered, followed by Chrysalis who paused for just a moment to give an order to the other changeling by her side. He nodded and Chrysalis stepped into the house, closing the door behind her.

“Surprise tells me you said 'it's time,'” she said as she sat down at the table. “So are you going to tell us what it is we need use the elements to do? Or are we going in blind?”

Kira smiled sheepishly. “I guess there's really no reason I couldn't have told you all earlier... I'm just so use to keeping things to myself.”

“Mmhmm,” Destiny agreed with a nod.

“Anyway, that's why we're here now, so I can tell you what's going on and what we need to do to fix it,” she told them. How to begin, though? She took a deep breath.

“Well, to put it simply, the world is dying.”

“What!?” Surprise exclaimed, wide eyed.

“What do you mean the world is dying?” Crysalis asked with only a little more control. Atlas seemed rather shocked as well. Only Destiny seemed to have expected something as bad, having been with Kira the longest.

“To be more specific, the Heart of Magic is failing,” Kira explained.

Most of them looked confused by that, the exception being Chrysalis.

“The Heart of Magic!? It's real?” She asked, sounding stunned.

Kira nodded solemnly.

“What's the heart of magic?” Destiny asked.

Chrysalis glanced at her before answering for all their benefit. “According to legend the Heart of Magic is the source of all magic, some legends even claim it's a living entity with a will of its own, it produces all the magic in the world and guides all living things that are linked to it, trying to maintain the balance of the world.”

Kira nodded. “So if the Heart fails, there will be no more magic.”

“That would be bad...” Surprise said softly.

“Worse than bad, Surprise,” Chrysalis told her. “Every living thing in this world depends on magic to survive. No more magic means no more life.”

Her eyes really widened then. “How do we stop it!?” She asked Kira.

“Well, first you need to understand what exactly is wrong.” Kira took a moment to think of how best to explain. “The Heart of Magic, isn't just the source of magic; it is a living entity. An entity who's entire purpose is maintaining the balance of the world.”

“You mean it talks!?” Surprise asked excitedly.

Kira couldn't help laughing a little, but shook her head. “No, no. The Heart does try to guide the world, but it does so indirectly. You see, the Heart produces magic in two parts. One part harmony, and one part chaos. These are not good and evil, however. Both have a purpose and neither one in excess would be good for the world. Again, the Heart's purpose is balance.

“Chaos inspires change. It helps to make sure that the world doesn't stagnate. Harmony guides that change, and helps guide the world towards adapting to changes. Without chaos, the world would never change and might as well be dead; but without harmony, the world would eventually be torn apart, being unable to adapt to the changes.

“On its own, magic can't do anything however, it can only guide those who are connected to it. And even then, it's more of a gentle suggestion, just a nudge in the right direction, so to speak.”

“Who's connected to magic?” Destiny asked curiously.

“Everyone. Every living thing has a natural connection to magic, except changelings,” Kira told her.

Chrysalis nodded. “That's why we have to absorb magic through love; because we don't naturally absorb magic like other races.”

Kira nodded in agreement. “Not only are we just about all connected to magic, though. We're all connected to both harmony and chaos, but depending on our nature, we'll be more attuned to one or the other. The five of us, being the bearers of the elements of harmony, are, of course, mostly attuned to harmony.”

“'Cept Cryssy?” Surprise asked.

“Well yes, but only because she's not naturally connected to magic at all.” Kira answered giving Chrysalis an apologetic look.

“In general, most ponies are more attuned to harmony, while most dragons and griffons are more attuned to chaos. Everyone is different though and there are always exceptions, but in general that's the way it is. So, what I'm getting at is that everyone absorbs magic through their connection to the Heart's energy and their bodies convert it into their own magic that they can then use. The more attuned to harmony or chaos you are, the more of that type of magic you'll absorb, though in the end it all gets converted into your own magic.

“Now, the Heart creates both harmony and Chaos in equal parts. The problem is that, in the last thousand years, due to Discord as well as the low population of ponies in the world, far more chaos magic has been used than harmony. So while chaos magic has been pouring out into the world, the harmony magic the Heart produced, has had nowhere to go. This has caused harmony magic to build up within the heart for years, creating an imbalance. And though it's getting better now, and more harmony magic is being used, the imbalance has already gone on for far too long. The strain is just too much for the heart to withstand any longer, so the heart is failing.”

“So how do we stop it?” Chrysalis asked.

“To put it simply, we have to relieve the pressure,” Kira answered, then went on to elaborate. “We need to use the elements of harmony to channel as much harmony magic out of the Heart as we can.

“Then, do we just need to start channeling magic through the elements?” Surprise asked glancing around at the others. “I mean if that's all that's needed then we should get started right away!”

Kira shook her head. “That wont work. We're going to have to be at the heart when we do it.”

Chrysalis winced. “That's not good. If we have to find the heart first... Do we even have enough time? Unless you know where it is...” She added noticing Kira's smug grin.

“Don't you think it was odd, that the pony princesses suddenly decided to build a new castle and city on the cliffs of one of the highest mountains in central Equestria a thousand years ago?”

Chrysalis's eyes widened. “Canterlot!?”

Kira nodded. “The princesses built the city to guard the entrance to the caves where the Heart of Magic resides; deep in the mountain's core.”

To Kira's surprise, Chrysalis looked even more worried than before and exchanged a glance with Surprise. “That's really not good.”

“Why not? We know where the Heart is.” Destiny asked, confused.

“Yeah, all we have to do is find the entrance to the caves, then Atlas can use his spell to help us navigate once we're inside.” Kira added, confused by their reactions as well.

Chrysalis shook her head. “It won't be that easy,” she told them. “A few days before the three of you showed up, a group of ponies from Canterlot arrived looking for shelter. They told us that they had been driven out of the ruins by some kind of shadow monster that had claimed the ruins of the city as its own. We don't know what it is exactly, but what we know for sure is that it doesn't want anyone entering the ruins. The few that have tried getting in since then were driven back out before they even got a single block from the city gates.”

For a moment the room fell silent. Finally though, Kira sighed. “We're just going to have to try and get past it. The world is depending on us.”

“We've got the elements. If it comes down to it, we could probably use them on the shadow creature.” Atlas reminded them and Kira nodded in agreement.

“Not to mention Chrysalis and I are probably two of the most powerful magic users in the world right now,” Kira added.

“There's that too,” Chrysalis agreed. “Even so, we'll bring a few of my royal guard with us as well. Perhaps we'll get lucky, and the shadow creature will leave us alone if our group appears intimidating enough.”

“I hope so,” Kira agreed. “There's one more thing I should tell you though. When we get to the Heart, once we start channeling the magic out of it, we won't be able to stop until enough of the magic is released to relieve the pressure.”

“We won't?” Surprised asked.

Kira shook her head. “No, it will be like opening a hole in a dam, we won't be able to close it again until most of the water is gone.”

“How long will it take?”

She sighed. “I don't know. Could only be a few minutes, or it could take hours, possibly even days. It all depends on how strong our bond with the elements of harmony is. That will basically determine how big of a hole we can make, so to speak.”

Destiny smiled knowingly. “That's why you wanted to take some time for us all to become closer as friends.”

Kira nodded smiling as well.

“Alright. Well, I guess we have some plans to make,” Chrysalis said to get back to their purpose for meeting together. “We need to go as soon as possible right?”

Kira nodded. “The Heart may still last several more weeks, but it's starting to give off pulses and fluctuate. So it's starting to lose stability.”

“Then let's make our plans this evening and gather whatever supplies we'll need so that we can head out tomorrow morning,” Chrysalis suggested. “We just started to turn things around for the better. I'm not about to watch the world die now.”

“But we can't miss the party!” Surprise objected.

Chrysalis tried and failed to suppress a laugh. “Yes, we'll try to get everything ready in time to attend the party.” She said, knowing it would be useless trying to convince Surprise otherwise.

Author's Note

Sorry for the delay on this. Like I said in my last blog, I am planning on finishing this story by the end of the year. My summary doesn't have the rest split into chapters so I'm not certain how many it will end up being, but probably 3-4 chapters are left.

Chapter 10: Into the Ruins

After Midnight
By Nebula Star

Part 3: A Dying World
***
Chapter 10: Into the Ruins
***

“You two be good for Nata, alright?” Surprise said, as she hugged the twins. “I don't know how long we'll be gone, but I promise we'll be back before you know it!” They were gathered on the path leading north out of Ponyville that would take them to the ancient road to Canterlot. In addition to the five bearers, there were four changelings of Chrysalis's royal guard going with them. All nine of them were wearing saddle bags with supplies. Sonata, the twins, and many more of the townsponies had come to see them off.

“Be safe,” Raindrop said tearfully as she hugged Surprise tightly.

“We will,” Surprise told her holding out the embrace a few moments longer.

“Time to go,” Kira said softly, not wanting to force them apart, but knowing they needed to get on their way.

Surprise nodded and reluctantly released the fillies. Turning to follow the others, she gave one final wave and smile before looking forward toward their destination. The others were already starting down the road and she had to hurry to catch up.

“SURPRISE!” A small voice cried suddenly and she turned back in time to see little Dewdrop, tears flowing freely from her eyes as she galloped and leaped up throwing her hooves around Surprise's neck and clutching tightly to her. “Come back safe... you, you have to come back!” She whimpered even as Surprise overcame her shock and embraced the small filly.

“I will, Dewdrop. I promise, I'll come back, safe and sound. We all will,” she assured her.

“I can't lose another mama...”

Surprise froze. She'd never before considered just what she was to the two fillies. That they might just start to think of her as their second mother. But then, wasn't that what she was? She hugged Dewdrop tightly, hoping it would reassure her. “You're not going to lose me,” she said softly holding out the embrace a few moments more.

Soft steps nearby made them both look up to see Kira by their side. “Don't worry, Dewdrop. I won't let anything happen to Surprise, Cryssy, or anyone else. I promise,” she said with a gentle smile.

“You mean it?” Dewdrop asked and Kira nodded.

“On my honor as a dragon-pony. I'll do whatever it takes to make sure everyone comes back safe and sound.”

Dewdrop smiled thankfully up at her, then gave Surprise one last squeeze.

Surprise released her and gave her a smile while ruffling her mane. “Look after your sister while I'm gone, okay.”

With a sniff she nodded then turned and galloped back to Raindrop and Sonata. Surprise waved one last time and then turned and they were finally on their way.

“Dewdrop hasn't opened up like that since her mother died...” She said softly so only Kira could hear. Kira smiled and stretched one wing around her as they walked.

“Don't worry, Surprise, you'll see them again before you know it.”

~~~

On hoof, it took them nearly the entire day to reach the road up the mountain. That night they camped at the mountain's base. They were all on edge sleeping within sight of the ruins of the once great city, but morning came without incident and they continued their journey up the mountainside. They made good time and so it was barely past mid morning when they reached the gates of the ruins.

Not much of the city remained. Most had collapsed down the mountainside after Midnight Star's chaos had torn it apart, but those parts that had been built on the cliffs themselves, and not on the artificial shelves that had been built to support most of the city, still clung to the mountainside. It wasn't even a third of the original city that remained, but even so, it still extended for miles along the mountainside. And looming above it all, further up on the cliffs above the city, was the dark castle of Midnight Star. Completely abandoned and left to the elements.

The small group stood before the fallen gates of the city, looking out across the ruins. Somewhere in there would be the hidden entrance to the caves that housed the heart of magic. Being this close, Kira had no trouble confirming that the heart was somewhere in the depths of the mountain. The only question was, where?

“Most likely, the original castle that was started for the princesses was built on top of entrance to the caves. That will be the place to start,” Kira told the others as she scanned the ruins. What little remained of the original castle was on the far side from where they stood, which meant they'd have to cross almost the entirety of the ruins. The chances of keeping their presence from becoming known by the shadow creature for that long weren't very high. “I doubt we'll be able to avoid being noticed so everyone be on guard. If you spot anything, call it out immediately. Once we get to the castle ruins, Atlas can use his spell to help us find the entrance to the cave.”

Atlas nodded. “Shouldn't be too hard.”

“Hopefully if we don't appear as if we intend to stay, the shadow creature won't bother us, but don't count on it. Keep your elements on at all times.”

The other bearers all nodded. “Perhaps we'll get lucky and the beast will know what the elements are and be too intimidated to challenge us,” Chrysalis said hopefully.

“That would be nice,” Kira agreed. “But again, I wouldn't count on it.”

“Don't worry!” Surprise spoke up, grinning. “I've been practicing my light spells! If that mean shadow shows up, I'll just light it up so there will be no more shadow!” She then demonstrated. Her phantom horn appearing as she cast her spell. Instead of being emitted from the horn itself however. The light instead came from Surprise's eyes.

Kira laughed at the sight of the pegasus's eyes emitting beams of light. “I suppose it's worth a try, but I don't think a simple light spell will work, Surprise,” she said when she regained control of her laughter.

The light from Surprise's eyes faded as she ended the spell. “Why not?”

“How could a shadow creature drive pony's away from here if they couldn't move in the light? I don't think it's actually made of shadow, it probably just looks like it.”

“Ah well... At least I have a light spell for in the caves.”

Kira laughed softly. “Yes, it will certainly be useful for that,” she said, then started forward. “Well, let's head toward the castle. Atlas, keep scanning for caves along the way just in case there's another entrance. Everyone else, keep your eyes open for any movement.”

~~~

Destiny looked around nervously as they followed one of the main roads toward the ruins of the ancient castle. She didn't know much about Equestria's history, the nocturne tribe had abandoned the nation shortly after the princess of the night had fallen to corruption. What little she knew was mostly from Kira and Atlas, and it wasn't encouraging. The Canterlot castle hadn't been finished when Princess Celestia had fallen, and Nightmare Moon and Discord had each taken control of part of Equestria. The castle had then fallen under the control of Discord. The city itself had been leveled several times during the wars between Discord and Nightmare Moon, and each time it had been rebuilt.

Then only three years ago it had been leveled again in the battle between Midnight Star and the two immortals. A small number, either too afraid to try their luck in the wilds, or too reluctant to leave their homes, had chosen to try and live under Midnight Star's reign and rebuild, despite Midnight's tendency to tear the city apart with chaos magic on a regular basis. What remained was a collection of half repaired, barely livable homes, most built from bits and fragments of older buildings that had long since fallen.

It wasn't a very welcoming place by any stretch of the imagination.

Rustling her wings, Destiny couldn't help but look longingly toward the open skies above the city. They could have made the trip a lot faster if they could have just flown. It was only Atlas who couldn't fly, but they couldn't leave him behind. He was one of the bearers after all, and so a vital part of the mission. And unfortunately he was too big to be carried the whole way.

She glanced at him feeling a little guilty. She was just nervous, it wasn't his fault he was a unicorn and couldn't fly.

Was that movement!?

Destiny looked past Atlas to the far side of the road they were following and the collapsed house there. For a moment she thought she'd seen something moving in the shadows beneath the rubble and few remaining walls, but as she looked closer, there didn't seem to be anything.

“Destiny?”

With a start she realized she had frozen mid step. “I... I thought I saw something over there,” she said indicating the ruins.

Immediately one of the changeling guards, took off, flying over to ruins in question.

Kira stepped to Destiny's side and put a wing around her. “Don't be afraid to speak up. We don't know what we're dealing with. If you see anything, tell us right away, even if you're not certain. You can see into the shadows better than the rest of us, so you're more likely to spot something. Its better to have thousands of false alarms, than ignore the one true threat.”

Destiny nodded. “Okay.”

“Nothing here,” the changeling called back a moment later and quickly rejoined the group.

“Let's keep moving then. Atlas, any sign of the caves yet?”

He shook his head. “I can sense there's caves down there in the mountain, but there's nothing near the surface here. My spell only has an accurate range of about a hundred paces. Further than that I only get vague impressions.”

Kira nodded. “Alright, just tell us if you sense what could be an entrance.”

“I will,” he assured her and they continued on toward the castle.

It wasn't long until Destiny saw movement again from the ruins, but just like the first time, she couldn't be certain and when one of the guards went to check, he found nothing. Several more times they caught glimpses of movement in the shadows, each time pausing to check it out. Most the time it was Destiny that saw it, but a few times others thought they'd seen something as well. They never caught whatever it was, however, nor could they confirm whether they even seen anything at all. By the time they were nearing the castle ruins, they were all on edge.

None more so than Destiny. She shivered, looking side to side, trying to watch every direction at once. She was certain they were being followed; that the shadow creature was just biding its time, watching them, waiting for an opportunity to strike.

“You alright?” Surprise asked softly, stepping up to her side and wrapping a wing around her comfortingly.

She shook her head. “No,” she whimpered. “That thing is following us. I just know it.”

Surprised nodded. “Yep, it sure is.”

Destiny looked at her, shocked at her calm confirmation. “How do you know?”

“My wings always tingle when somepony is following me, and they've been tingling since the first time you saw it,” Surprise explained calmly.

Hearing this, Destiny began trembling under her wing. “How can you be so calm!?”

“Well, so far it hasn't tried to do anything,” she shrugged. “Maybe it just wants to make sure we don't plan on staying.”

“But, what if it's just waiting for us to lower our guard!?”

Surprised smiled reassuringly. “Then we don't lower our guard.”

“But, what if something happens!?”

“We can't worry about what ifs,” Atlas told her stepping up to her other side. “We just have to continue on and hope this shadow creature understands that we're not here to take over its territory. While at the same time keeping our guard up just in case.”

“Besides, even if it does decide to attack, I don't think it will really hurt anypony. At least, it hasn't killed anypony yet. When it drove all the ponies out of Canterlot; it didn't really hurt any of them, it just scared them,” Surprise told her.

Taking a shuddering breath, Destiny tried to calm herself. It was good to know that the shadow creature wasn't known for being excessively violent.

Atlas smiled and pulled her into a comforting hug. “Don't worry, Destiny. We're all getting through this together, then we can go home and never worry about this shadow creature again.”

Destiny hugged Atlas back, aware that the rest of the group had paused as well, but they all seemed to realize that she needed this.

“Thanks, Atlas,” she whispered softly after a few moments. Slowly she opened her eyes again... to find a glowing pair of slit pupil eyes staring back at her from the shadows of a collapsed building.

“BEHIND YOU!” She screamed leaping back and up into the air, pointing with her hoof.

Everypony spun toward where she was pointing, but even as she had screamed the warning the eyes had vanished and the darker shadows receded, leaving only an empty ruin.

Even so one of the changeling guards leaped forward to investigate, while the other three took up defensive positions around the group. As usual, the guard didn't find anything in the ruins.

Destiny was a wreck, her entire body shaking uncontrollably. Concerned for her long time friend, Kira hurried to her and embraced her, wrapping both her wings and forelegs around her. “It's okay, you're okay!” She intoned confidently, trying to soothe the nocturne.

“I... I can't... I can't take this!” She whimpered, clinging to Kira as if her life depended on it.

“Yes you can!” Kira told her firmly.

“That thing is following us!” She almost screamed in response.

“I know, but it can't hurt you! Not so long as I'm here!” Kira told her, holding her tightly, hoping it would remind Destiny how strong she was. “I won't let anything happen to you!”

“But, the others...” She whimpered.

“I'll protect them too! I'll protect them all!” Kira told her with such confidence that Destiny's fears slowly began to subside.

“We'll all protect each other!” Chrysalis corrected. “So long as we stick together, no shadow creature will get the better of us!”

Destiny sniffed once more, her trembling slowly fading in Kira's embrace. She could feel her friends all around her; feel their concern for her. Finally she let go of Kira and stepped back, though Kira still kept a wing around her, comfortingly. She looked up at Kira. “Can we, stop for a bit. I need... I just, need some time.”

Kira looked back into her eyes and slowly nodded. “Okay,” she said softly.

“Then... would it be alright if I did the shield dance, just in case?”

Kira nodded once more. “Okay, and I'll put wards around us while we rest so nothing can approach us without me knowing it.”

Destiny smiled thankfully then went to Atlas and Surprise, the three of them lying down together, with Destiny in the middle; Surprise stretching a wing over her protectively.

Kira watched them for only a moment before turning and starting to pace the perimeter; casting the ward spells, just as she'd promised. It wasn't long before Chrysalis joined her, casting a second layer of ward spells for the added peace of mind.

Once they finished, they rejoined the others, the changeling guards taking up positions around them so they could watch all approaches and react instantly should the wards be triggered.

~~~

It was nearly an hour before Destiny had calmed enough that she felt ready to try her ritual dance. This one was intended to provide all present with a magical barrier that would protect them from harmful magic until the energy of the spell wore out. She had no trouble performing the dance, and as she finished Kira felt the protective spell wrap around her. She was actually surprised by the spell's strength. From what she sensed, she estimated it could block several spells from even the strongest of unicorns. In fact, she couldn't be sure without testing it. But she thought it might even be strong enough to block one of her strongest spells.

Once Destiny finished the ritual, they started on their way again. She was doing much better the second half of the journey through the ruins. Though Kira thought it may have been because Atlas stayed right by her side, quietly engaging her in conversation to keep her from thinking about what was out there. Kira saw them several times with their heads together whispering to one another. A few times, Destiny was even smiling. It was small, and fragile, but a smile none the less.

Kira smiled as well when she saw this. Atlas was a very kind-hearted pony. Almost as kind as Destiny herself. She was glad they were both her friends.

Atlas didn't forget his role in their mission however and continued to scan the mountainside for caves near the surface as they walked. But as they approached the castle ruins and he still had not found anything, Kira was confident that her original guess had been correct, and the castle itself was built over the entrance. She just hoped it wasn't too buried in the rubble.

Kira looked ahead at the ruins looming before them. Though half of the castle had gone over the cliff when the supports had collapsed in the battle; what remained was still a sprawling maze of collapsed corridors and chambers. Some were easily recognized, parts of the walls still standing, clearly marking the boundaries of a chamber. Others were gone completely, and all that remained was a pile of broken stonework and tiles with the occasional piece of rotting furniture or ruined tapestry. There was no doubt in Kira's mind however, that the entrance to the caves would be somewhere inside.

Confirmation came only a few moments later.

“Feels like there's something near the cliff-side in the castle grounds.” The caves I can sense seem to get close to the surface there, but I'll need to get closer to be sure.” Atlas said, his horn glowing.

Kira nodded smugly. “I knew the princesses would want to guard the entrance themselves. Come on everyone, let's find these caves!” She called to the rest of them, picking up the pace as they entered the castle grounds.

Destiny was becoming nervous again as they made their way through the castle ruins. These ruins had a lot more places for the shadow creature to hide. She tried to keep from breaking down again though, they were so close. If they could just find the heart and do what they had to to save it, then they could leave this place and never come back.

“There's definitely something... this way,” Atlas said, leading the others toward one of the deepest parts of the ruins where several floors of the castle had once stood.

It wasn't long before they had to climb over some of the rubble. Or at least, Atlas had to climb. The rest of them of course had their wings. Finally they reached a section of the ruins that was right near the cliffs above the city where there was several rows of small identical rooms. Or at least they had been identical. Now some were completely collapsed making it all but impossible to determine the room's size, while others still had most of their four walls standing.

“I think this was part of the barracks,” Chrysalis said as she hovered over the site, examining the ruins.

Kira grinned. “Of course, what better way to protect the entrance than to have half the royal guard sleep on top of it.”

“Well not quite on top of it,” Atlas corrected. “The tunnel I can sense is a little further back, but it doesn't quite reach the surface. We may have to dig it out.”

“How far?” Kira asked.

“At least six or seven paces.”

Kira winced. It had taken her more than ten minutes of constant spell-work to cut through a fraction of that. Taking time to rest, it would take her a few hours to get through so much.

“That won't be a problem.” Chrysalis said landing nearby. “Just tell us where and my changelings and I will have a tunnel cut out in no time at all. We do typically live underground after all.”

Kira looked at her surprised. “You can dig out that much, that quick.”

She grinned. “We've developed some very efficient tunneling methods over the years.”

“Alright then, Atlas?”

Nodding he stepped forward heading toward where the rubble ran right up to the cliff-side. "From here, dig strait into the cliff, and about thirty degrees down and you should hit it.

Chrysalis nodded. “Alright, just keep an eye on our progress and tell us if we start to go off course.” She said gesturing for her changeling guards to join her.

“Everyone else; we're standing guard,” Kira told the others and Destiny nodded.

~~~

It only took the changelings a half hour to dig the tunnel through to what Atlas had sensed. When they did finally break through they were somewhat surprised to find it wasn't a natural cave, but a pony made tunnel leading into the mountain. But Atlas confirmed that it was the entrance to the main cave system and that it was likely the castle's access tunnel. It had been collapsed not far past where they broke through, cutting off that entrance to the caves, though Atlas thought there might be more entrances further on into the ruins.

Regardless, they had found one entrance and that was all they needed.

“Alright, Everyone who can, use light spells. It's going to be dark in there,” Kira said as they prepared to enter the caves. “And while we're down there, everyone stay close and don't get separated. For all we know the shadow creature is still following us, so let's not make ourselves easy targets. And keep a sharp eye out, the creature will likely have plenty of places to hide down there so we have to be careful.”

“We'll go first and light the way.” One of the changeling guards offered.

“Alright.” Kira nodded. “Let's get going then.”

The tunnel the changelings had dug out was surprisingly smooth considering how quickly they had done it, and Kira began to wish she had studied their tunneling techniques as well as their transformation magic when she'd stayed with them all those years ago. The chamber where she'd kept the Elements hidden for centuries had taken her months to carve out on her own.

After around six paces they reached the ancient tunnel that must have been dug out even as the castle was being built. Perfectly level, the tunnel wasn't very long, and before they knew it, they had reached the caves themselves.

“Wow.” Surprise said simply, her eyes glowing as they all emerged into a massive, crystal lined cavern. Even with all their light spells, the far side of the cavern disappeared into the darkness; only glints of light reflected from more crystals pierced the black void. Half of Ponyville could have fit in the first chamber alone.

“Well, now that we found the caves, where do we go?” Chrysalis asked, turning to Kira.

Frowning Kira concentrated, sensing the ambient magic in the world around them. She could sense the heart was close, but just how close? And in what direction? She reached out, trying to feel the almost imperceptible currents within the ambient magic that she knew had to be flowing away from the heart. Finally she got it.

“That way,” she told them; indicating a path ahead and to their right. “The heart is less than a mile away.”

“There's mine cart tracks!” Surprise said looking down the path Kira had indicated.

Kira nodded. “That was how the heart was discovered. Unicorns were mining these caves for gems. When they came across the heart however, the princesses immediately closed the mines and had everyone who knew sworn to secrecy. Then of course, once they died, it was only the princesses that really knew what was down here.”

“How did you find out?” Surprise asked.

“It was when I first saw visions of this time... I saw the elements and the heart of magic. I didn't know where it was at first; but I knew I needed to obtain the Elements of harmony. So I came to Canterlot to try and convince Princess Celestia to leave them in my care. I didn't go to their original castle at first because I knew what was going to happen to Princess Luna...”

“Luna? Was that Nightmare Moon's name before...?” Surprise asked.

Kira nodded. “Anyway, I wanted to see Celestia alone. Luckily she was overseeing the construction of the castle here while Luna was still back at their old castle. So I came to talk to her. She was busy though, so I had to wait until a time she could see me. While I waited I meditated on the vision I'd had. And amidst my meditations, I was able sense the heart deep within the mountain. It helped that I knew what the heart would feel like from my visions.

“Unfortunately, neither my visions nor my meditations gave me clear instructions for navigating these caves. Atlas, what's it look like?”

He shook his head. “There's dozens of tunnels of all different sizes branching off of this main chamber, alone, and every one of them has multiple branches going all different directions. It's a maze down here Kira.”

“We'll find it.” Chrysalis said confidently. “Even if we have to search every tunnel.”

Kira nodded in agreement. “Hopefully we won't have to...”

A cloud of pure darkness erupted from the shadows ahead. Kira threw up a magic barrier around herself and all those behind her, but even as she did, the changeling guards were engulfed, vanishing from sight. The darkness crashed against Kira's barrier with far more force than she was expecting. She gasped as she felt her magic draining at an alarming rate. She couldn't hold out for long.

Desperately she held onto the barrier, protecting her friends as Destiny screamed. Seeing Kira straining to hold on; Chrysalis cast a second barrier inside of Kira's should it fail. Still Kira fought with all she had against the shadow.

Then, as quickly as it had appeared, it was gone; vanishing into the shadows of the cave.

As for the changeling guards; there was no sign of them.

Author's Note

So, two more chapters to go, and a short epilogue. Don't worry, I'll have them done soon. I've delayed this story long enough, It's time to get it done.

Chapter 11: The Heart of Magic

After Midnight
By Nebula Star

Part 3: A Dying World
***
Chapter 11: The Heart of Magic
***

“Where are they!? Where did they go!?” Destiny screamed, her voice echoing through the cave. Atlas wrapped his hooves around her trying to calm her while Surprise put a wing around her as well.

Kira however, turned to Chrysalis. “Are they...?”

“They're alive,” she assured them, clearly focusing on the links she had with her missing children. “But they're unconscious. There's no telling where they are.”

“Hear that, they're still alive,” Atlas told Destiny who was trembling in his embrace.

“That thing took them!” She screamed back, not comforted in the least.

“But it hasn't hurt them...”

“IT TOOK THEM!”

With a growl, Kira turned to them and with her fore-claws, pulled Destiny from Atlas's embrace and turned the nocturne to face her. “PULL YOURSELF TOGETHER!” She shouted, their snouts inches apart, shocking Destiny into silence. Having her complete and fearful attention, Kira went on; “Once we finish our mission, we'll do what we can to save them. But if we don't hold it together and do what we came here for, then EVERYBODY IS GOING TO DIE!”

Destiny shrank back from the dragon-pony, shocked and a little frightened at her intensity.

Kira took a deep breath and her expression softened. “I know your scared. And I know, I promised I'd protect everyone... I'm sorry... I couldn't. I failed. But we can't fail... because everything, everyone depends on this. On us.

“We'll try to save them, to get them back, but only once we've completed our mission. They wouldn't want us to risk everything for them.”

“Kira is right,” Chrysalis agreed. “As worried as I am about my children, we can't afford to spend time searching for them now. They know how important our mission is; they would want us to continue on without them.”

Destiny looked at her tears falling from her eyes, then slowly lowered her eyes and nodded, letting out a small whimper.

Kira watched her for a moment more then turned to the others and pointed toward where she had sensed the heart of magic. “Atlas, find me the largest branch off this chamber in that direction.”

He nodded and activated his spell as Kira went on. “We're going to have to move quickly as we can. Everypony stay close. I don't know if we can really lose this thing, but if we stick together, we should be able to withstand anything it throws at us. If it attacks again, I'll do what I can to shield us.”

“As will I.” Chrysalis added.

Kira nodded. “But if it keeps coming, we may have to use the elements.”

“Why didn't my shield work?” Destiny asked so softly that Kira wasn't sure what she'd said.

“What?”

“My shield? Why didn't it protect them?” Destiny asked, clearly distraught that her contribution to their protection hadn't seemed to help.

Kira thought about it a moment; the protective spells Destiny's ritual dance had placed on them all earlier were still in place, and as she noticed before, they were all very strong. She shook her head. “I'm not sure... Perhaps your shields only block harmful magic, so the spells used against them didn't trigger your shields. I think they must have simply been put to sleep and carried off, maybe even teleported; but because none of those things would cause them direct harm...”

Destiny sniffed. “I guess that makes sense...”

Kira put her claws on Destiny's shoulders. “Don't worry, if I'm right, your shields are still in place on them and will protect them if the shadow does try to do them harm.”

She nodded, finally seeming to have moved past panic to grim determination.

“We'll make it through this,” Kira reassured her once more then turned to the others.

“Atlas? That passage?”

“I found one that seems promising, it seems to extend a good ways deeper into the mountain,” he told her, his horn still glowing.

“Then let's go. Atlas, you're at my side; Surprise and Destiny, stay close behind us; Chrysalis, watch our backs.” A whisper of movement in the shadows behind them, and Kira knew they were running out of time before the shadow struck again. “Move!” She shouted and they took off through the cave, her and Atlas taking the lead with Atlas guiding her, his horn glowing. She heard Surprise and Destiny galloping just behind, and the longer strides of Chrysalis bringing up the rear as they followed the open path along the ancient mine cart rails between the enormous crystal formations the lined the cave walls.

As they ran, Kira reached out with her senses, trying to find their pursuer. Every living thing had magic within it, so she should have been able to sense the shadow creature; but try as she might, she couldn't sense anything nearby but her four friends, and she knew the shadow creature hadn't left them.

“This way!” Atlas shouted turning down a path that led into one of the deeper parts of the main chamber they'd found themselves in.

Kira hoped the branch of the cave he'd sensed wasn't much further. They needed to get out of the open. Once they were in a more narrow passage, there would only be two directions for the shadow to attack them from, possibly only one if the tunnel didn't have any other passages that connected to it.

The shadow struck. The only warning was a slight darkening of the air above them as the reflected light from the crystals lining the ceiling were blocked from view. It was enough though, and both Kira and Chrysalis threw up shields just in time to deflect the shadow's fury while Destiny let out a frightened scream, though she didn't stop.

They continued galloping, following Atlas's lead, hardly even slowed by the shadow's attack. Kira knew it was holding back though. After she'd stopped it's first attack, it seemed the shadow wanted to test her strength.

“Down here!” Atlas shouted and jumped off a small ledge without even looking first. Kira followed, opening her wings to slow her fall. The others did the same and together they galloped into the tunnel Atlas had been leading them to.

With the only directions they needed to watch reduced to in front of them and behind; Kira let out a sigh of relief and let herself relax, just a tiny bit. They didn't slow however and continued to gallop through the darkness, only their spells providing them with light. The sound of their hoofsteps and Kira's claws echoed through the tunnels as they all hoped the path they had chosen would lead them closer to their goal.

“Split up ahead. Left or right?” Atlas asked.

Kira focused her senses again on sensing the heart. It was nearly strait ahead. “Left,” Kira told him, hoping beyond hope that it was the right choice.

Atlas took the left tunnel, the others close on his tail. It was a narrower tunnel than the one they'd been in, sometimes narrow enough that they had to slow or risk a bloody encounter with a protruding crystal. If they hadn't been running for their lives, Kira may have wondered about the profuse amount of crystals and gemstones that lined the caves around them, but such thoughts were far from her mind.

After a ways, the tunnel branched again, but this time the choice was easier as taking the left branch again would take them too far off course. The tunnel then widened again, becoming a broad path that they had no trouble traversing.

Deeper and deeper into the mountain they ran as fast as their hooves and claws could carry them. They past several more junctions, each time Kira chose the one that seemed to be leading closer to the heart and hoped it was the right choice; that it wouldn't lead them to a dead end.

“Any sign of the shadow?” Kira called over her shoulder as they continued.

“No, but I doubt it's given up.” Chrysalis called back, sounding slightly winded.

Paying attention to the sound of the others' breathing, Kira realized they were all starting to tire. They wouldn't be able to keep up this pace much longer.

“I think there's another large chamber ahead. With a fair number of branches leading off of it...” Atlas said sounding just as winded as Chrysalis.

Kira frowned. She'd expected the caves to be a maze, but she hadn't expected to have a vicious shadow creature pursuing them as they tried to find their way. “I think we better stop for a moment there to catch our breath and get our bearings.”

“Yes, we can't go much longer like this.” Chrysalis agreed.

The chamber Atlas had sensed soon opened up in front of them. It was fairly large, though the ceiling wasn't much higher than the tunnel they'd come from. Kira brightened her light spell to illuminate the chamber. There were at least a half dozen tunnels leading off of the chamber from what she could see. That wasn't good.

“Atlas. Scan all the tunnels as far out as your spell can reach. Find one that goes as close to that direction as possible.” She said pointing directly at the heart. “Chrysalis, watch the tunnel we came from. I'll watch the rest as best I can. Destiny, Surprise, catch your breath, but keep your eyes open as well.”

They nodded, both lying down. Neither one of them were used to galloping so hard for so long. Both of them would usually fly if they needed to travel quickly.

Kira stayed on he feet, pacing around them, trying to watch all the tunnels at once, wondering where the shadow had gotten to. By its nature, Kira doubted it would need light to see, so there would be no warning. Not until it entered the range of their own light spells. She had no doubt that it would attack again.

Could they afford to continue on with that thing snapping at their tails? She shook her head. They'd have to deal with it somehow.

“Kira, I don't think there's much point in us continuing on until we find a way to deal with this shadow creature,” Chrysalis said, echoing Kira's own thoughts.

She nodded. “Yeah, I was thinking the same thing. Even if we reached the heart, it would probably just attack us as soon as we're distracted.”

“Exactly,” Chrysalis agreed. “I think we need to consider confronting it and using the elements against it.” She glanced over at Kira. “You hold the element of magic, it's supposed to be the focus of the others; do you know how to activate it and channel the powers of the elements?”

She grimaced. “I think so... I mean, I'm pretty certain I know how but... I don't exactly have the best track record when trying new magic for the first time.”

“We probably should have practiced...” Surprise said, remembering the house building spell incident.

“We probably should have,” Kira agreed with a sigh.

“Well it's too late to worry about that now,” Chrysalis told them. “We'll just have to try it and hope...”

Surprise jumped to her hooves, her wings snapping open and ears twitching furiously. “It's coming!” She exclaimed.

Chrysalis turned back to the tunnel she was guarding while Kira spun around, trying to watch all the other passages at once. Nothing happened.

Kira turned from passage to passage, looking for any sign of movement, but there was nothing there. Not even in the tunnel they'd come from.

“Are you sure?” Chrysalis asked, not taking her eyes off the tunnel she was guarding. Kira began to wonder if Surprise had been wrong as well.

Darkness erupted from one of the tunnels Kira was facing. It's appearance was so quick, she barely managed to put a shield around them before the living shadow smashed into the barrier and swirled around it, surrounding them in darkness as it threw all it's power against the shield. Kira cried out, feeling her magic draining away all too quickly. Chrysalis added her own magic to the shield, trying to hold the creature off, but it wouldn't hold for long against such an onslaught.

“Kira! The elements!” Chrysalis shouted over the roar of the shadow's power.

Realizing it was their only chance. Kira reached out to her element of magic, seeking to call upon its power.

As if it knew what they were doing, the shadow strengthened it's assault against them. At first they managed to hold it back, but doing so required all Kira's concentration. Then Chrysalis's magic failed leaving only Kira's to defend them. The strain was too much; she could feel all her magic draining away as she poured it into the shield. With a cry, she felt her magic fail, and everything faded into darkness.

~~~

There wasn't much pain. That was the biggest surprise for Kira as she slowly regained consciousness. Her head was aching from straining her magic, but otherwise she didn't seem to be injured. She could not, however, move. She felt as though she were chained up to the wall, her legs all outstretched. Whatever was binding her, it didn't feel like anything solid, so it was likely magic. But she couldn't sense it; she couldn't sense magic at all. Not even her own.

Slowly she opened her eyes. At least she was pretty sure she did; it didn't make a difference though. She blinked a few times to make sure her eyes were indeed open. Wherever she was, it was in complete darkness the likes of which one would only find in deep caves. It made sense, of course, they had been in a cave after all, and without the light spells they'd been casting...

A soft whimper cut off her train of thought like a switch. She'd recognize that whimper anywhere. “Destiny!?”

“KIRA!” She exclaimed sounding relieved. “Are you alright!?”

“Yeah, I'm fine, but I can't move. My legs are all bound somehow.”

“Me too...” Destiny replied softly. Kira could practically hear the tears in her eyes.

“It will be alright, Destiny...” Kira tried and failed to sound confident.

A soft laughter filled the cave, chilling her to the bone. “Finally awake, are we?” a cold feminine voice asked. "We've been waiting for some time..." A dim light suddenly came to life, illuminating all of their friends bound to the walls just as they were, though the walls themselves were hidden behind a darkness that the light couldn't penetrate making it seem as though they were floating in a black void. All but Destiny and Kira also had their mouths bound by what appeared to be solidified darkness.

They all still had their elements on.

“Don't even think about using the elements. If I sense even a stirring of harmony magic, the Nocturne loses her head.” The shadow hissed as if it knew what Kira was thinking.

Kira gasped as Destiny whimpered in fear. She couldn't let the shadow harm any of her friends, least of all Destiny! “Leave her alone!”

“Now why would I do that? She's obviously the most valuable of my hostages.”

Kira's eyes widened. Why would the shadow think Destiny was her most valuable hostage? Unless...

“Oh yes,” the shadow said softly, seeing Kira's expression. “It was so obvious which of your friends was most precious to you. Which would be your greatest weakness. You're oldest, and dearest friend...” Shadows seemed to condense in the middle of the room, taking a vaguely pony form and two draconic eyes appeared, slit pupils focused on her.

“Let them go!” Kira growled, her anger overriding her fear.

A tendril of shadow lashed out at her like a whip, catching her in the lower jaw with enough force to knock her head back, painfully, against the wall. “You're not in a position to be making demands, little dragon.”

“Dragon-pony.” Kira corrected her in a growl.

“It does not matter.” The shadowy pony said softly as she stepped closer to Kira. “You know very well that you are at my mercy, little lizard.” Kira glared at her for the insult but she went on. “Now; why have you come here?”

Kira glared at the shadow pony. “Why should I tell you?” she hissed angrily.

Destiny let out a yelp and Kira looked to see her head was tilted back and a tendril of shadow was wrapped around her neck. The terror in her eyes almost made Kira's heart stop.

“I've already given you plenty of incentive to cooperate. Do not make me remind you again,” the shadow pony warned, her voice cold as ice. “And I'm not a fool; I know very well what you're after. So allow me to rephrase my question. Why do you seek the heart?”

Kira glared at her a moment more in silence, trying to think of a way out. Nothing that came to mind seemed likely to work, however. She glanced past the shadow pony to Destiny and froze. The young nocturne was looking back at her, her eyes pleading Kira not to anger the shadow more. It was then that it sank in to her just how helpless they were. Her anger vanished completely as she knew that if she did anything rash it would only get Destiny and the rest of her friends killed.

Instead her mind latched on to something else. Something she should have seen earlier. The shadow pony wanted to talk; she knew they were searching for the heart of magic, but she wanted to know their reason for seeking it. Almost as if... as if she wanted to see if they had a good reason. Or perhaps...

It was worth a try.

“The heart is failing.” Kira told her finally. “And if it dies, then everything in this world will die as well; including you.”

“I am aware of the heart's plight,” she said and Kira's hopes sank; she didn't seem too concerned about it. “What do you think you can do about it? If it's this world's fate to die, who are you to think you can stop it?”

“We're the bearers of the elements of harmony; with their aid, we can channel the excess harmony magic out of the heart, relieve the pressure! Give the heart a chance to heal!” Kira told her, letting go of her pride and letting her desperation show. “It will work, I know it will! Please, just let us save the heart. Then we'll leave, just like you want!”

The shadow pony stepped closer, her eyes narrowing dangerously. “What makes you think you know what I want!?”

“I don't,” Kira admitted, tears coming to her eyes as she begged. “Please; just let us save the heart... let us save this world. Please... Just let us try... Then I'll do whatever you want; I'll serve you the rest of my life, I'll be your servant if that's what you want! I'll do anything!"

Kira was very aware of her friends watching her with stunned expressions, but she didn't care. Their mission was far more important than her pride... than her. She'd dedicated almost her entire life to this cause; she couldn't let anything stop them now. If the shadow pony still held them prisoner after, then so be it. At least the world would live on.

But only if the shadow pony let them try...

Kira looked up at the shadowy figure with pleading eyes, trying to convey how important their mission was. Hoping that, at the very least, the shadow pony's sense of self preservation would at least allow them to complete their mission.

The shadow pony was still. The only movement to be seen, a subtle flowing of her dark form that almost completely faded into the darkness that surrounded them. Her eyes gave away none of her thoughts. Was she considering it?

“Please.” Kira begged with all the humility she could muster.

Still the shadow pony did not move. Her eyes bored into Kira, almost as if seeking to catch her in some lie. Kira just looked back with pleading eyes.

Something touched her hind feet and Kira realized she was being lowered to the unseen ground, a glance around showed the same of all her friends, their expressions showing their surprise, and in the case of Chrysalis, suspicion.

“Very well.” Kira looked back to the shadow pony as her fore-claws touched the ground and she felt the bindings vanish. “You may try to save the heart. Should you succeed, then you will leave this place and never return. I care not for your life.”

Kira could hardly believe what she was hearing. Grateful tears filled her eyes as she nodded, accepting the shadow's conditions. “Thank you,” she said, her sincerity clear.

The shadow simply regarded her with an icy stare. “You'd best hope that you succeed.”

“We will.” Kira told her with confidence.

“We shall see.” Suddenly the shadows seemed to open up on to one side, revealing a tunnel entrance. “This passage will lead you to the heart's chamber. You had best hurry; the heart's strength already wanes.” Her shadows then continued to recede from the rest of the chamber, revealing it to be the same chamber in which they'd been captured as she turned toward another passage as if to leave. The light began to fade, but even as it did, Kira felt magic return to her senses and reflexively cast a light spell of her own.

“Wait!” Destiny called suddenly. The shadow pony paused and looked over her shoulder. “What about the others? The one's you already took?”

“Should you succeed, they will be released as well.” She answered and Destiny hesitantly smiled.

“Thank you,” she said softly.

“You'd best hope that you succeed.” she repeated, and with that last warning, she flowed into the shadows around her and vanished down one of the passages.

Kira looked after the shadow for a few moments after she'd left and slowly smiled. “Thank you,” she echoed Destiny softly enough that no one else would hear.

“I can sense a large chamber on the edge of my range that seems to be at the end of the passage she told us to take, but there's no way of knowing for sure if it's really the heart's chamber,” Atlas told Kira softly.

Kira just continued to smile. “I think we can trust her.”

Atlas looked at her seeming concerned. “You sure?”

Kira nodded confidently. “There was no malice or deception in her voice, just a deep sadness... I think she was almost looking forward to the end.”

“Even after how scared I was... now I almost want to cry for her,” Destiny said softly. “She's suffering... she knows that if we save the world, then her suffering will just continue, but at the same time, she knows she can't just let the world end to stop the pain.”

Atlas looked between Destiny and Kira for a few moments, then reluctantly let the matter go. “Well, then I guess we should get moving.”

Kira nodded again. “Right,” she said then automatically reached out to sense the heart, noticing as she did that a great deal of her own magic had already returned. Dragon magic naturally replenished faster than pony magic, but even so, it was clear some time had passed. “How long was I out for?”

“It's hard to say,” Chrysalis answered. “After we were captured, it held us for some time, keeping us unable to move or even talk, except for Destiny.”

“I was so scared...” Destiny sniffed softly. “I thought I was alone in that darkness...”

Kira put a wing around Destiny comfortingly.

“Guessing, however, I'd say it was at least a couple hours, it's likely after dark.” Chrysalis went on. “I was considering sending orders for a large task force of my changelings to free us when you woke.”

Kira grimaced. “That could have gotten messy. I'm glad it didn't come to that,” she said then gestured toward the tunnel the shadow had indicated. “Let's get going.”

Taking the lead, Kira entered the passage without hesitation or fear.

~~~

(Music)
The first sign that they were drawing near their destination was the deep pulsing thrum. Slow and steady, it was more felt than heard. Then came the light, bright and pure as sunlight, the tunnel slowly brightened as they drew nearer and nearer to the chamber until they saw the exit, appearing almost pure white after being in the dark for so long.

Kira let her light spell fade and shielded her eyes as she stepped into the chamber, feeling the thrumming beat of the heart of magic seeming to penetrate her to the depths of her being. When the glare began to fade as her eyes adjusted, Kira finally lowered her claw and beheld the source of all magic for the first time.

Appearing to be composed purely if light, the orb, nearly twenty paces across, floated in the center of the chamber over a deep pit as if it had risen out of the world's core. Around the outer edges the dark swirls of chaos could be seen though it was almost washed away in the pure light of harmony that seemed ready to burst out from the heart even as they watched. Every color of the rainbow could be seen within that light and it was ever flowing, swirling around inside of the heart.

The chamber itself was enormous. The walls, completely lined with crystal, reflected the light to a nearly blinding intensity. Around the pit the heart floated above, there was a wide rim that was nearly flat, and in fact appeared to have been leveled out by magic as it had an almost glass-like polish. To Kira, it was one of the most beautiful sights she had ever seen.

Slowly she turned back to her friends, tears coming to her eyes as she realized that they'd finally made it. After over a thousand years of planning and preparation, here they were, about to complete the task she'd set for herself all those years ago.

“Thank you, all of you,” she said softly, “I never could have made it here without you... my life's work... It would have been for nothing had you not accepted me as your friend. So, thank you.”

Understanding better than most the importance of so many years, Chrysalis smiled and put a hoof on Kira's shoulder. “We were all lucky to have you come into our lives. Now let's save the world.”

Kira smiled and nodded firmly. “Yes, let's give it our all!”

“Yeah! Element's of Harmony are a go!” Surprise cheered, leaping forward, then hesitated, turning back to Kira. “What exactly do we do? We've never used these things before?”

Kira smile. “Just space yourselves out on the rim around the heart. I'll do the rest.”

“You think you can handle it?” Atlas asked.

She nodded. “The element of magic chose me for a reason. Besides, magic is the focusing element, so I'm the only one who can anyway.”

“Alright, well let's do this.” He said and went with the others to take up positions around the heart.

Taking a deep breath and letting it out slowly, Kira opened her wings and took to the air, flying up above the heart until she was hovering in directly above it's center. Reaching out with her magic, she sensed her element, and through it, the other five.

She took a moment then to look around at her closest friends one last time. “It's worth it,” she whispered to herself. Then she reached further through the elements; feeling their connection to magic, reaching for the source of their power within the heart itself.

“Honesty,” she said softly to herself and light began to flow out of the heart toward Chrysalis, flowing into her element and making the gem glow brightly.

“Generosity.” More light began to flow out of the heart to Atlas's element.

“Laughter and Loyalty.” Surprise's elements were connected to the flow.

Kira smiled softly. “Kindness.” She could almost feel Destiny smiling up at her as her element was connected as well.

“And magic to complete them all.” One by one, beams of light shot up from the other elements, flowing into a powerful aura around Kira. She could feel the unfathomable power the elements had connected to, she need only open the way for that power to burst forth.

Raising her head, she smiled one last time, looking toward the stars she could not see, but knew were there. She knew. This was what she was meant for.

She opened herself fully to the elements, and opened the way.

Light engulfed them all as a torrent of energy roared through the elements. Normally gentle and calming, the sheer amount of energy Kira felt forcing its way out through the elements made it seem like a mountain river at the height of spring runoff. She grabbed hold of it, using every once of her strength and will to guide it, sending the flow up into the mountain. Time lost all meaning as she fought to guide the flow, to ensure that her friends were not harmed by the extraordinary amount of energy that was all but exploding from the heart. She screamed in agony as the unfathomable power tore through her to escape it's confines, but the sound was lost in the roar of the magic she channeled.

~~~

Throughout Equestria, those ponies who were still out despite the late hour stopped whatever it was they were doing and turned to stare in the direction of the central mountains as Canterlot mountain began to glow.

Ponies emerged from their homes, feeling something in the air, and joined the rest in watching as an entire mountain lit up as bright as the sun, temporarily banishing the night. Then a wave of multicolored light burst forth from the glowing peak flowing across the land. None panicked; they could sense the power that filled that light, and though most didn't know what it was, they instinctively knew it would not bring them harm.

Then another wave erupted outwards, even brighter than the first. It was soon followed by a third, then a fourth... wave after wave erupted from the glowing mountain, flowing across Equestria and beyond, covering the entire world with the comforting power of harmony.

For more than an hour harmony flooded out into the world.

~~~

Kira felt the flow begin to taper off. She had no idea how long it had been since they'd begun. For her, it had seemed an eternity. But it was done; The harmony that remained within the heart was no longer straining to escape.

She breathed a sigh of relief as she felt the last bits of magic flow through her and her element, then released the connection with the heart. Released from the magic that had held her, it was all she could do to glide down to the rim around the heart and land.

“It's done...” she breathed, then simply collapsed to the ground.

“Kira!” Destiny exclaimed, running to her side, followed quickly by the others.

Destiny fell to her knees by Kira's side, her breathing was weak and only seemed to be growing weaker. “Kira, Kira! Wake up!”

“What's wrong with her!?” Surprise asked, worried when Kira showed no signs of waking.

Chrysalis knelt down next to Kira as well, scanning her with her magic her face fell at what she sensed. “She's completely drained of both her magic and her life force... she's dying.”

“What!?” Destiny gasped.

Kira stirred then and, opening her eyes, she smiled weakly up at them. “It's alright; I knew this would happen,” she breathed, clearly struggling even to speak.

“What do you mean? You knew?”

She looked up at Destiny sadly, the last of her strength fading. “No one can channel that much energy at once... without consequences.” Her eyes drifted closed and she was still.

“Kira!?” Destiny gasped, tears filling her eyes.

“KIRA!!!”

Author's Note

The music linked in this chapter is the song that inspired not only this scene; but this entire story. It is a song titled "A Dying World" by the talented Evening Star. Definitely check out his music.

And it's another cliffhanger, I know. But don't worry, the last two chapters will be up very soon. They're already written and just need to go through a couple passes of refinement.

Chapter 12: Home

After Midnight
By Nebula Star

Part 3: A Dying World
***
Chapter 12: Home
***

“Isn't there anything we can do?” Atlas asked as Kira lay unresponsive at their hooves, her breathing growing weaker with each passing moment.

Chrysalis shook her head, tears coming to her eyes.

“What about the spell you used to save me!?” Surprise asked desperation starting to show even through her usually cheerful demeanor.

She shook her head. “That spell kills the one who the life-force is taken from; I will not sacrifice one friend to save another.”

“But what if you took the life-force that Sallis gave to me?” Surprise suggested.

Chrysalis shook her head again. “That power is a part of you now, Surprise, it cannot be removed.”

“There has to be something!”

“What about Destiny's rejuvenation ritual.” Atlas asked, glancing at the nocturne who seemed to be in shock.

“It wouldn't be enough,” Chrysalis told him sadly. “The rejuvenation ritual builds on the strength that's already there; it can't help someone who has no strength remaining.”

“We can't just let her die!” Surprise objected, tears coming to her eyes.

“There's nothing we can do...” Chrysalis said softly, tears filling her own eyes as well.

Without a word, Destiny got to her hooves. Curious, they all watched her as she found a loose crystal then trotted back to where Kira lay. “Move,” she said softly and began scraping lines into the glass-like surface of the cave floor. “MOVE!” She nearly shouted when none of them reacted.

Stunned they all moved back out of the nocturne's way. “What are you doing?” Atlas asked, they'd already said the rejuvenation ritual wouldn't work.

“I'm saving my friend!”

Atlas was about to object, that it was futile, but then he realized the array she was scratching into the floor wasn't the array used by the rejuvenation ritual. This was a different array. One that was only used for a single ritual dance; one he'd often seen her practice; one that could supposedly save someone of the very edge of death. “But you've never gotten that one to work before...” he reminded her.

“I've never had a reason until now,” she said simply as she continued drawing out the array. It was one of the simpler designs and it didn't take Destiny long to finish it.

Taking up the starting position for the dance, she froze, holding the pose for a moment as she took a deep breath.

They all watched her in silence, not wanting to disturb her in the slightest. They all knew this was the one chance; the only chance to save their friend. The thrumming of the heart was the only sound as Destiny closed her eyes focusing. The beat of the heart of magic would be the timing for this dance.

Her eyes opened, and she began.

From the first move she made, Atlas knew she would succeed. Even with how often he'd seen her preform, how often he'd watched her practice, he'd never seen her move with such precision, such focus, and such grace as she did now.

Every step she made was perfectly placed, every turn, exact. Even the gestures, and beats of her wings were fluid and perfectly measured. She danced around Kira, who lay in the center focus of the array, following perfectly the beat of the heart.

For those few minutes she was the very definition of grace and beauty. None of them could take their eyes off of her. Especially when the air around her began to glow.

It was faint at first, just a golden shimmer that could have easily been a trick of the unusual light the heart gave off. But it quickly brightened, until there was no denying the glowing aura that formed an almost perfect dome over the array. Destiny didn't even falter. She could feel the magic around her; she was shaping it herself, after all.

Finally she reached the climax of the dance and as she moved into the final pose, it appeared as if she were pushing the magic down into Kira, and it did just that. The dome collapsed down into the dragon-pony causing her to glow brightly with the same golden glow for a few moments. For a time, nothing happened. Destiny held the final pose, and Kira still did not move.

Then Kira opened her eyes.

She blinked several times, surprise clear in her eyes. She looked up seeing a familiar sky blue nocturne standing over her.

“Destiny?”

Destiny smiled down at her, tears in her eyes. “You're not leaving us just yet, Kira. I won't let you.”

“You... you saved me?” She gasped then looked around, noticing the array drawn around her. She'd seen Destiny attempt the dance often enough to recognize the array. “You got it to work!?”

Destiny just smiled.

The next instant they both found themselves at the center of a group hug, as the rest of their friends expressed their joy that Kira was alive. Surprisingly, Atlas was the first to reach them, even beating Surprise as he wrapped them both tightly in his hooves. Then Surprise wrapped her hooves and wings around all of them, followed, perhaps with a little more reserve, by Chrysalis.

Kira smiled and let herself be held for a few moments, enjoying the affection of her friends, despite the almost crushing pressure that Atlas especially, was exerting on her. Finally though, she knew she better say something.

“As nice as this is... it's getting a little hard to breath.”

“How do you feel?” Atlas asked after they'd all taken a step back.

Kira smiled and slowly pushed herself up into a sitting position. “Tired... but otherwise fine. My magic will take a few hours to fully come back, but other than that I feel fine.”

“Good,” Surprise said, then, without warning, slugged her in the shoulder. “You knew what was going to happen!? What the hay was with not warning us!? That is not a happy surprise!”

Kira winced rubbing her shoulder. “I didn't want you to worry... I didn't think there was anything that could be done to change it.”

“Well you should have told us anyway! We might have had a few ideas!” She gestured to the array to emphasize her point.

Kira looked chagrined. “Sorry...”

Surprise sniffed, then threw her hooves around Kira in another hug. “Just don't do it again,” she said softly.

“We're your friends, Kira.” Chrysalis said, placing a hoof against Kira's shoulder. “Don't keep things like that to yourself. You can tell us.”

Kira smiled, looking up at her and nodded.

Suddenly Surprise jumped up with a huge grin. “We better get going! I have to start planning a yay-the-world's-not-ending party!”

Kira laughed and the rest all smiled as well.

“Yes... I'm ready to go home,” Destiny said softly.

Kira smiled and nodded in agreement. Home.

With a groan she pushed herself to her feet.

“You need some help?” Chrysalis asked, frowning with concern. “Maybe you should rest a little while longer.”

“Nah, I'll be alright. Just a little tired is all.”

“Kira, maybe you should rest a bit... you did almost die,” Destiny said softly.

“I know, but I'll be fine...” Kira told her smiling reassuringly. “We promised we would leave once we completed what we came here to do, remember?”

She nodded. “Alright, but let's take it slow, okay. Don't you dare push yourself; if you feel you need to rest then we'll take a break.”

Kira nodded and put one foreleg around her. “I'll be alright,” she said softly as Destiny returned the hug. Holding Destiny close and looking around at all their other friends, Kira smiled. “Well, we should get going...”

Destiny nodded and stepped back, releasing Kira. “Yeah, I'm ready to get out of here.”

Together, the five friends turned toward the passage leading into the chamber. And Destiny gasped.

Standing just inside the chamber, was the shadow pony.

For a moment, no one spoke. They all stared at the shadow pony in wary silence while she returned their gaze. Finally it was the shadow pony that broke the silence.

“When we spoke before, I knew that you would likely die if you did as you intended. I assumed you didn't realize what it would take to channel that much power, but you knew...”

Kira slowly nodded, a little worried about what the shadow was getting at.

“So when you promised to serve me the rest of your life; you already knew you likely would not survive the task. You lied to me.”

Wincing, Kira nodded again. “I'm sorry... But our mission was just too important; I would have said or done anything in order to see it through. I'm sorry I lied, but It was just too important...” The shadow pony regarded her for a few moments in silence and Kira lowered her eyes to the floor in shame.

“Luckily for you, I agree.”

Kira looked up again in surprise.

“You knew you would likely die, and still you went through with it. You were ready to sacrifice your own life to save the rest of us. It is only because of your being exceedingly lucky and having a friend that has mastered the ancient ritual dances of the nocturne, that you are still alive.”

Kira threw a glance at Destiny and nodded, smiling. Finally she took a step toward the shadow pony. “We've done what we came here to do. Now we'll leave, just as we promised.”

“Yes, you will.” The shadow pony said simply.

Shadows erupted around her, engulfing them all before they could even react. There was a flash of light, a surge of magic, and a strange sensation, then Kira found herself standing... outside?

There were trees to one side, dirt under her claws, and the moon and stars above. Definitely outside.

“Where!? What!?” Destiny gasped next to her and, looking around, Kira saw the rest of their friends close by as well.

“Wow that was fun!” Surprise exclaimed while Atlas and Chrysalis just looked around bewildered.

“Mo... my queen!”

Chrysalis turned her eyes widening as she recognized her son's voice. The four changeling guards were galloping toward them. With a relieved cry, Chrysalis caught them all in an embrace. “You're alright!”

“What happened. The last thing I remember was living darkness engulfing us. Then we woke up out here. Did you defeat the shadow creature?”

Chrysalis shook her head. “She let you go; we convinced her to let us complete our mission, so long as we left afterwords... it appears she teleported us out here to speed us on our way.”

“She?” One of the other changelings repeated raising a brow. “That shadow creature was a she?”

“By the sound of her voice anyway.” Chrysalis shrugged.

“Did you complete the mission then?” The first spoke up again.

Chrysalis nodded. “Yes. I wonder where we are though,” she said looking around in the moonlight. “This seems to be an old road...” She said stepping out into a partially overgrown path away from the trees.

“It's the road to Canterlot; we came by this way just this morning.” Destiny said confidently.

“How do you recognize it in the dark...” Atlas trailed off as he saw her eyes seeming to glow in the darkness. “Right...”

“Hey Chryssie, whatch'ya lookin' at?” Surprise asked and Kira looked to see Chrysalis was standing out in the old road looking back over the trees behind them with her jaw agape.

When Chrysalis didn't respond, Surprise flew over to her and looked as well. “Holly horse-apples!”

Curious, Kira and the rest joined them out in the road to see for themselves. When she did, her eyes widened as well. “Wow...”

Rising above the trees, was a mountain... a mountain composed entirely of crystal.

Chrysalis raised a hoof, pointing at it. “That... that's Canterlot mountain!”

“Did we...?” Destiny gasped.

“I didn't try to do that!” Kira exclaimed. “It must have been a side effect of having so much magic flowing up through the mountain!”

“Well, I guess we won't need a memorial statue...” Atlas said with a wry grin.

“That's one heck of a memorial!” Surprise said with a laugh.

Kira laughed as well looking up at the crystal mountain shining in the moonlight. She thought she could still make out the ruins of Canterlot, but the castle of Midnight Star was gone. It had likely collapsed down the mountainside when the mountain was transformed.

Somewhere, buried under all that crystal, was the heart of magic. It was a fitting home for the source of all the world's magic, the source of all life.

“It's done...” Kira said suddenly, as if it had only just sunk in, everyone looked to see her standing there, tears coming to her eyes as she looked up at the mountain. “It's really done.” Slowly, she lowered her eyes to look around at the rest of them. “I've been working toward this for so long... almost my entire life, I've been working towards this goal... and now it's done...”

She looked to Chrysalis, her being the only one who could relate to so many years. “What do I do now?”

Chrysalis was at a loss of what to say.

“You live.”

Kira turned toward the voice to see Atlas smiling at her.

“You've been working for the good of the world for so long. Don't you think it's about time you just did what you want?”

She considered it a moment. It had been so long since she'd really done anything simply because she wanted to. Even all those years on her own, she'd been guarding the elements, watching for the signs. But now the task she'd set for herself was complete. For the first time in centuries, she could truly relax and do as she pleased... there was just one problem. “I... I don't know what I want though...”

Atlas smiled and pat her shoulder. “Well, we'll help you figure it out.”

Tears coming to her eyes once more, Kira looked around at all her closest friends. “I'd like that...” she said and smiled. “Let's go home.”

Author's Note

So, as I said in my blog, there's still an epilogue coming, but I have to write it all over again due to the file becoming corrupt. Regardless, I don't expect it will take me more than a week.

The epilogue will reveal a bit of the future of Kira and her friends, and their version of Equestria, as well as a bit of Kira's legacy. Anyway, Hope you've enjoyed the story so far. Thanks for reading.

Epilogue: Returning Sun

After Midnight
By Nebula Star

Epilogue: Returning Sun
***

Looking out over the thriving town of Ponyville, Kira sighed, contently.

Eleven years.

She smiled, thinking about it. It was hard to believe at times that it had already been eleven years since she'd first come to Ponyville with Destiny and Atlas. Though at other times it was hard to believe that only eleven years had passed. So much had happened.

Ponyville had grown a great deal. Being the unofficial capital of the reborn Equestria, ponies from all over had flocked to the town on the edge of the forest. Despite how quickly it had grown, however, they had worked hard to make the town look friendly and welcoming. Even though it was barely over a decade old, to outward appearances, it looked almost as if it had always been there.

It helped that, despite the rapid growth, Ponyville wasn't near the size that Canterlot had once been. None of the new settlements were anywhere near that size. There just weren't enough ponies left to populate such massive cities. Even New Cloudsdale wasn't even a quarter of the size the ancient pegasus city had been.

Of course, if things continued as they had for the past decade, it wouldn't be long before such large cities were needed. Even from where she was, Kira could see that the foals in ponyville outnumbered the adults. It was almost to the point of becoming a problem. In fact, if it weren't for the changelings, it likely would have been already.

The changeling's adored foals, and there was hardly a family in Ponyville that didn't have a changeling friend living with them to help care for the little ones. Even many of the teachers in the schools they'd built were changelings. Kira understood that though changelings other than Chrysalis were incapable of having foals of their own, that didn't keep the changeling mares from having maternal instincts. And so, with the population exploding, and so many foals being born, nearly all the changelings, mares especially, were doing all they could to help raise the next generation.

The next generation. It was on everyone's mind now days. Even Kira's.

Movement at her side caused Kira to look over, finding a young filly digging through her saddle bags. Kira almost laughed as nearly half the filly was disappearing into the bag as she searched, her little wings flaring for balance. With a pink coat and a soft violet mane, the filly would have appeared to be just a normal pegasus filly, if it weren't for her dragon-like tail, claws and eyes.

“Hey, you!” Kira said playfully, reaching back and grabbing her daughter, pulling her forward. She giggled and tried to escape, but soon found herself pinned down by her mother's claw.

“What are you looking for, Firebloom?” Kira asked smiling.

“A snack,” Firebloom answered trying to look innocent.

“A snack huh? You were looking for some gems, weren't you?”

She continued to look up at her mother trying to look innocent.

Kira smirked. “Weren't you?” Kira repeated, tickling her daughter mercilessly. Firebloom shrieked with laughter, unable to keep up her innocent act under the onslaught. Finally Kira relented and Firebloom looked up at her with a hopeful smile. Unfortunately for Kira, it was just too darn cute.

Using her magic, she unerringly levitated two gems out of her saddle bags and held them up for her daughter to see. Firebloom gasped in excitement and sat up, eagerly holding out her claws for the gems.

“No, not both,” Kira admonished. “One now, one later.”

The little dragon-pony immediately put on a pout, but Kira just smiled. “Which one do you want now?”

“Ruby!” Firebloom exclaimed, her expression turning back to eager excitement in an instant.

Kira smiled down at her and levitated the red gem into her daughter's waiting claws. She took it and immediately took a big bite, happily crunching away at the gemstone. Kira watched her daughter enjoying her snack, a familiar warm feeling filling her, as if she'd never stop smiling. The oldest of her three foal's, Firebloom had been the biggest surprise of her life. After her transformation, she hadn't believed that she could ever have children of her own, not that she'd been opposed to trying. So when she'd first realized that she was pregnant, it had been quite a shock. But a very welcome one.

Again, Kira found herself wondering about the future of her kind. Would her descendents have less and less dragon in them with each generation until it vanishes all together? When Firebloom had been born, she'd wondered if that would be the case since Firebloom appeared to be far more pony than Kira was. But when her second, her son, had been born she'd begun to question that theory. Little Binder was even more dragon than Kira herself. In fact, except for a little patch of fur on his shoulders and back, and the fact that he'd been born in the pony way instead of hatching from an egg, he could easily be mistaken for a true dragon. He even had dragon style webbed wings.

This had made Kira wonder if, with her accident, she'd inadvertently made herself into the mother of a new race. That her descendents would vary in how much they were dragon or pony but that they'd always be hybrids. Only time would tell for certain. For now, she was content raising her little family.

Kira loved all her children, of course, but Firebloom, being her first, was special to her. Her two youngest were at home with their father today, along with Destiny's two foals, so that she and Firebloom could have some mother-daughter time.

Kira smiled, her thoughts turning to her family and how they'd come together. At first she, Destiny, and Atlas, had all moved into a house together simply because there weren't many houses available and none of them had been willing to use their social status as heroes to demand special privileges. It hadn't been long before both Destiny and Kira began to realize they were falling for Atlas.

As time went on, they began competing for his affection. This went on for almost a year, both of them giving in to bouts of jealousy that grew worse and worse until it had finally come to a head in a fight between them. It might have even become violent if Atlas hadn't intervened.

He'd told them then that he loved both of them and could never choose between them, and if they could not accept that, then none of them could be together. With that ultimatum in mind, Destiny and Kira had made up that night and realized just how silly they were being. Herding was common practice in Equestria, the population being almost four to one mares to stallions. What was more, even among dragons it was fairly common for multiple females to share a mate, and while Destiny's nocturne clan hadn't practiced herding, she'd been around it long enough that she was use to the idea and willing to give it a chance. Especially since she and Kira were already such close friends. They'd both married Atlas in a single ceremony early in their second year in Ponyville.

“Mama?”

Kira looked down at Firebloom and smiled, seeing her daughter had finished her snack. “What is it, honey?”

“Why don't the other foals eat gems?” Firebloom asked curiously.

“Because they don't need to,” Kira told her, smiling.

“But, couldn't they still eat them? They're so yummy!”

“Only to dragon-ponies.”

Firebloom looked up at her confused. “What?”

“Gems only taste yummy to dragon-ponies like me, you, and your brother and sister,” Kira explained. “To other ponies, gems just taste like regular old rocks.”

“Really!?” Firebloom asked, clearly having a hard time believing it.

“Mmm hmm. Ask you're Auntie Surprise about it sometime. She tried eating gems once, and even when she transformed herself into a dragon-pony, they still tasted like rocks to her.”

“But why do they only taste yummy for us?”

“Because we need the magic of gemstones to stay healthy, so they taste good to us so that we know we should eat them,” Kira explained, always glad to teach her daughter.

“Oh, okay.”

Kira smiled and ruffled her daughter's mane. “You done playing then?”

“Yep!”

“Okay, well we still have to stop by the market and pick up a few things. You ready to go?”

“Yeah!”

Kira swung her tail around. “Alright, up you go!” Firebloom didn't hesitate to climb up her mother's tail onto Kira's back. Kira had shaved down the spines on her neck and back so that it would be more comfortable for her children to ride... as well as for certain activities with their father. Her spines would grow back in time, but until her children were all grown, she was keeping them shaved.

“All set back there?” Kira asked as she felt her daughter's forelegs wrap around her neck.

“Ready!” Firebloom exclaimed.

“Alright, hang on, 'cause here we go!” Kira launched herself into the air, paying careful attention to Firebloom's grip on her to make sure she didn't fall, while her daughter simply squealed with delight at flying on her mother's back. It wasn't a long flight to the Ponyville market, but Kira decided to indulge her daughter. As Firebloom cheered in excitement from her back, Kira flew through the town, weaving through the buildings just below rooftops before climbing high into the sky and circling the town, preforming some simple aerial acrobatics that wouldn't put Firebloom in danger of falling off, but still got the little filly's heart racing.

Finally, Kira decided she'd indulged Firebloom enough and settled into a gentle glide, heading toward the market. Several pegasi and changelings called out greetings as they flew past, and both Kira and her daughter waved and called out greetings in return. There wasn't a pony in Ponyville that didn't know who Kira was as well as the names of her three foals.

Due to their status as heroes, the element bearers – Kira and Chrysalis especially – were looked to for leadership by just about all of Ponyville as well as most of the other nearby settlements as well. Even the New Cloudsdale council was constantly seeking their advice, much to Chrysalis's annoyance. She had no desire to rule over ponies again. The few times she and her changelings had in the past, they'd eventually been driven out when the ponies had grown tired of being ruled over by others that happened to be immortal. And those were the times when they'd ruled over ponies in peace.

Kira pushed the thoughts aside. This was no time to be thinking about politics, today, she was spending time with her eldest daughter.

They'd almost reached the market when it happened.

The sun flared above them, washing out everything in blindingly bright light. Surprised shouts rang out all around as Kira stopped mid air, covering her eyes against the glare. As quickly as it had come, it faded again. But then a beam of light shot down from the sky, faster than anything Kira had ever seen. She watched as the beam streaked through the sky, coming down somewhere in the forest. Then, nothing.

Kira watched a few moments more, confused. It had looked like a meteor; but one of that brightness would have caused quite an impact when it landed.

“What was that, mama?” Firebloom asked softly.

“I don't know, gem,” Kira answered. “It looked like a meteor, but if it was then there should have been an explosion when it landed...”

“Meteor?”

“A falling star,” Kira clarified, still looking out over the forest. There wasn't even any sign of smoke. As she watched, a group of several pegasi and a few changelings took flight to investigate.

After a few more moments, and still no smoke from the direction of the light's impact, Kira glanced over her shoulder at her daughter. “You want to go check it out?”

Firebloom grinned and nodded eagerly.

“Alright, let's see what's up.”

Normally Kira would never take Firebloom, or any of her children with her to investigate such a strange occurrence, but there had been something about that light. It had been almost... comforting, as if she knew it would bring them no harm.

Kira was a swift enough flier on her own, but flying with a passenger, especially one as precious as her daughter, slowed her down considerably. So she didn't catch the pegasi and changelings that had flown ahead until they all stopped to hover in the air, staring down at something. As she drew close, she caught glimpses of some ruins beneath them, and realized they were most likely the ruins of the ancient castle that had once been the capital of Equestria.

“Any sign what that light was?” Kira asked one of the pegasi, a mare named Windstorm, who she was fairly good friends with.

Without a word, Windstorm pointed down at the ruins with one hoof. Curious, Kira looked and saw what had them so shocked. There, standing just in front of what was once the main gate of the ancient castle, was an unusually tall mare with a pure white coat, wings, and the longest horn Kira had ever seen. Her mane and tail were a pastel rainbow of colors and flowed with power. Kira recognized her immediately.

“Princess Celestia!” She gasped. All the Pegasi and changelings hovering around her looked at her in surprise.

“You mean the princess from legend that was betrayed by Nightmare Moon!?”

Kira nodded. “That's her...”

“How can you be sure?” Windstorm asked skeptically.

She glanced at the pegasus. “Because I've met her before.”

“But she was banished over a thousand years ago!”

Kira rolled her eyes, grinning. Though she was well known now and didn't try to keep it a secret, there were still a lot of ponies that didn't know how old she was. “And I'm over thirteen hundred years old.”

Windstorm's eyes really widened then. “You are!?”

“Yep,” she confirmed with a grin.

“Mama's old, old, old, old, old!” Firebloom giggled.

Kira let out a laugh as she looked over at one of the changelings. “Has Chrysalis been told?”

He nodded. “I informed her as soon as you identified the princess. She's on her way with a few others as well.”

Kira nodded. “Alright,” she said, then looked down at Celestia again. “I'm going to go talk to her.”

Windstorm glanced at Firebloom on Kira's back. “Are you sure you want to take Firebloom, it might not be safe...”

Kira snorted at that. “Princess Celestia would never hurt anyone without reason. Let alone a filly.” With that, she dove down toward the ruins. “Firebloom, I need you to be quite and let me talk to the princess for a bit, okay.”

“Okay, mama,” Firebloom answered obediently and Kira smiled.

She landed a short distance behind Celestia, watching the princess as she stood staring at the ruins. Curious what she was doing, Kira quietly approached her. Then she saw a single tear, shimmering in the sunlight as it fell to the ground.

Kira understood then. This had once been Celestia's home, but not only that, it had been the home of her sister, and countless other ponies as well. Ponies that she had cared for, that she had sworn to protect... that she had failed. Now, almost nothing remained.

“It was abandoned almost seven hundred years ago after it was leveled in the wars.” Kira told her softly.

Celestia's ear turning slightly was the only indication she had heard. “Wars?” she asked softly.

“Discord and Nightmare Moon each took a part of Equestria and forced them to war with each other. In the end, Nightmare's forces were defeated and she was forced to serve Discord from then on.”

“Is she still his slave?”

“No... they were both slain a little over fifteen years ago.” Kira answered softly, knowing all too well who Nightmare Moon had been.

Celestia's shoulders slumped and her wings hung down at her sides as if she just didn't have the strength to keep them folded any longer. “Is there anypony left?” She asked, almost a whimper.

“Yes,” Kira told her, trying to sound reassuring. “The ponies here went through hard times, but they survived. And things have gotten better. Equestria is thriving now, and growing stronger every day.”

Celestia took a deep breath and sighed seeming somewhat relieved. Finally she turned to face Kira. Surprise and recognition crossed her face. “I know thee!”

Kira nodded. “Reshkirana,” she introduced herself. “But most just call me Kira now.”

Celestia's eyes narrowed. “Thou didst come to us and request that the Elements of Harmony be given into thy care.”

Kira nodded.

“We did deny thy request. Not six months later, the Elements were stolen,” she said accusation clear in her tone.

Taking a deep breath, Kira nodded once more. “I'm sorry. I did what I had to, to ensure the future of this world.”

Anger flashed through the alicorn's eyes. “If we didst have the elements...”

“You would have fallen all the same.” Kira cut her off firmly. “Just like I warned you you would. I'm sorry it had to be that way, but if you still had possession of the Elements when Discord appeared it would have been disastrous for not just Equestria, but the entire world.”

“The elements could have...”

“Discord would have taken them from you before you ever got a chance to use them, and I know you put enchantments on them to protect them. It wouldn't have mattered. Your spells didn't even stop my dragon magic, they definitely couldn't have stopped Discord's chaos magic.”

Kira sighed heavily. “Celestia, I foresaw many possible futures back then, but in all the possibilities I saw, there wasn't a single one where you succeeded. Your fall was inevitable. But if the Elements of Harmony had been lost as well, then this world would now be dead. You would have returned to find a lifeless husk, and then slowly died as well as the magic drained from your body.

“I'm sorry you had to fall, but I had to do what I did, in order to to save the world.”

Celestia glared at her a few moments more, seeming unwilling to believe that she could not have won even with the elements. But finally, she sighed and her expression softened. “The past is the past. It is clear that thou doth believe that thou did what was right; that thy intentions were good.”

Kira nodded and slowly smiled. “Welcome back, Princess Celestia.”

Celestia gave a weak smile in return. “I am curious, though. It hath been a thousand years, how is it that thou hast not grown?”

“I'm not a true dragon, princess. I'm a dragon-pony, a hybrid.”

She raised a brow at that. “I did not know such a thing was possible. Art thou saying one of thy parents was a pony.”

Kira shook her head. “No, I... I wasn't born like this, I'm not natural. I was a true dragon originally. It's a bit of a story, but basically I tried to copy a transformation spell, but got it wrong and got stuck like this.”

“Truly?”

She nodded. “Yes, not that I'm complaining. It's actually one of the best things that ever happened to me.”

It was, of course, at that moment that Firebloom decided to remind her mother of another of the best things that ever happened to her. She was a well behaved filly and usually knew when to let adults talk and not disturb them. But every filly has their limits, and Firebloom had reached hers.

Kira's head was suddenly pulled back her eyes going wide as Firebloom bit one of her horns and began tugging on it with all her strength.

“Ow ow ow ow! Honey! Not the horn! Ow, Honey, let go of the horn!” Kira exclaimed and finally Firebloom released her grip. Kira twisted around to her giggling daughter. “You rascal!” She growled and nuzzled her.

Spotting the filly, Princess Celestia stepped closer, a true smile touching her lips for the first time since they'd arrived. “She's wonderful. One of yours?”

Kira smiled proudly and nodded, turning so Celestia could get a better look at her. “Princess, I'd like you to meet my eldest daughter, Firebloom,” she said then looked back at her daughter. “Firebloom, this is Princess Celestia.

Firebloom just stared at Celestia for a moment, getting a good look at her for the first time. After a moment she leaned close to Kira's ear. “She's pretty,” she whispered.

Celestia's smile blossomed. “Thou art beautiful as well, little one.”

Firebloom leaned close to Kira's ear again. “She talks funny.”

Kira snorted trying not to laugh while Celestia just smiled good-naturedly. “Tis true, I am likely... behind the times,” she said then looked to Kira. “Are there other's of thy kind then?”

Kira shook her head. “Other than me and my children, no.”

“Then how canst thou have children if there are no others of thy kind?”

“My husband is a Unicorn. I'm apparently pony enough that we're, uh, compatible.”

Celestia considered that a moment, then nodded. “I see. I do believe I would like to meet thy family.”

Kira smiled. “I'd be glad to introduce you, princess,” she said then hesitated a moment before speaking again. “Princess, your return is going to change a lot...”

“Please... do not call me princess, I no longer deserve to be called as such...” Celestia said, some of her previous sadness returning. “I have no right to place myself above thy leaders.”

“That's just it... we don't really have any leaders, or any kind of real government yet. My friends and I are looked to by many for advice and as examples, but we're not leaders...” she broke off as they both heard a buzzing sound from above. “Oh, there's Chrysalis now,” she said turning in time to see the changeling queen flying down toward them. She wasn't alone; both Surprise and Destiny were flying alongside her.

Celestia's eyes widened slightly seeing the changeling queen. “A friend?” she asked, seeming a little worried.

“Yes,” Kira assured her. “Chrysalis and her changelings have been helping the ponies of Equestria recover and rebuild for more than a decade.” She didn't have time to say more, as Chrysalis landed nearby, Surprise by her side while Destiny landed closer to Kira. “Princess Celestia, allow me to introduce Chrysalis, queen of the Changelings, our good friend, Surprise, and my herd sister, Clandestine, though everyone calls her Destiny.” Kira introduced, gesturing to each in turn.

Celestia gave a small bow. “It is my pleasure.”

Smiling, Chrysalis returned the bow and stepped forward. “Princess Celestia, I am truly pleased to see you again.”

“Again?” Celestia repeated, surprised. “We have met before?”

Chrysalis nodded, “We have, though I was never in my true form in the past.”

She blinked in confusion. “What dost thou mean, 'true form'?”

“Changeling's are shape-shifters,” Chrysalis explained, then shifted into a pale green pegasus form to demonstrate. Celestia jumped back eyes widening in shock, though it soon changed to curiosity. “We can take any form we wish...”

Kira was distracted from Chrysalis's explanation about her kind as Destiny trotted over.

“Mama Destiny!” Firebloom said excitedly, though not loud enough to disturb the others. Destiny smiled and gave the filly a nuzzle.

“Hey there, Firebloom.”

“Atlas watching the foals?” Kira asked and Destiny nodded leaning close to her.

“Yep, and he's pretty bummed that he's missing this too.” She grinned. “He said we're both going to have to make it up to him.”

Kira smirked at that. “I think we can manage that,” she said then leaned close to whisper. “I'll watch the foals first.”

Destiny grinned at that, but then nodded toward the Princess. “So she's really the princess from the legends?” She asked softly enough not to be overheard.

“Yeah, that's her,” Kira confirmed.

“It's just hard to believe... after a thousand years...”

Kira just nodded in agreement.

“...did try to find a way to free you, once things started getting better, but so much was lost; we couldn't find anything about the kind of banishment spell that was used,” Chrysalis was saying as Kira and Destiny rejoined the others.

“Tis alright,” Celestia assured her. “I did expect to find foes waiting for me upon my return, but Reshkirana hath told me that Discord and... and Nightmare Moon were slain...” The sadness in her voice when she spoke of her fallen sister was all too clear.

Chrysalis seemed to understand her pain. “She had suffered a long time under Discord... She's better off, being free of him.”

Celestia lowered her eyes and nodded sadly.

“It's okay, princess.”

Blinking in shock, Celestia looked down at the white coated pegasus, now hugging her around her neck. Neither she nor Chrysalis had seen her move until she spoken. “Surprise, correct? What art thou doing?”

“You looked like you needed a hug.” Surprise said simply.

Celestia stared a moment more, then a smile slowly spread across her lips. “I believe thou may be correct,” she said then gently returned the hug. “I thank thee.”

Surprise smiled back, a smile that soon became a grin. “Hey, you know what this calls for!?”

“A party,” everyone but Celestia answered. Even little Firebloom.

“Yep! This is going to be the best party ever! The first ever The-Princess-is-Back Party!”

Celestia winced hearing that. “Please... I... I'm not a princess; not anymore.”

Surprise blinked. “What do you mean you're not a princess!?” She asked confused. Her eyes narrowed. “You're not a changeling playing a joke are you?”

Celestia blinked. “What...? No!”

“Oh good, because Chryssie doesn't like it when changelings use transformations to play jokes. Believe me, I've tried!”

Ignoring Surprise, Chrysalis stepped forward. “What do you mean, Celestia?”

She looked down away from all of them. “I do not deserve to be their princess any longer... I failed them; I failed Equestria...”

“So you're going to turn your back on them?” Chrysalis asked, letting a little disappointment into her voice.

Celestia looked up seeming surprised. “No, of course not! I shall do whatever I can to help, I...”

“Equestria has already come a long way towards recovery, but there's still a long ways yet to go. Every settlement is making their own laws, setting up their own ruling councils, and their own guards. There's little unity, and if things continue as they have, it won't be long before the nation splinters.

“What Equestria needs is one central leader.” Chrysalis told her. “Right now most look to me and the other bearers for council, but while I've led my changelings for millenia, and have at times ruled over nations; I nor any of the bearers have ever been and will never be the kind of leaders they need. The ponies of this land need you, Celestia. They need your leadership skills, your wisdom.” She reached up and gently placed a hoof on her shoulder. “They need their princess. If you don't think you deserve being their princess any longer, then you just need to think of it as a responsibility. Will you abandon your responsibility to them when they need you most?”

Celestia looked back seeming almost shocked. For a few moments she said nothing. Finally though, she gave a weak smile. “No. I shall not abandon Equestria,” she said, resolutely. “I shall be whatever is needed of me.” Then her expression turned more sober. “However, we shall need assistance in adjusting to these times.”

“We can definitely help with that,” Kira told her with a smiled.

Some time later they all stood on hill beyond the edge of the forest, the prospering town of Ponyville before them. Celestia looked on with a smile and tears in her eyes. It seemed her little ponies were doing far better than she had dared hope.

“Welcome home, Princess Celestia,” Destiny said with a kind smile and Celestia knew, though it was not a grand city with a magnificent castle at its heart, that Ponyville would indeed be her home, and she wouldn't have it any other way.

Author's Note

Well it's finally done. Sorry for the wait, I actually ended up rewriting this twice after I lost the original to a corrupted file. But here it is. I hope you all enjoyed the prequel to my Midnight Star series. At the moment I don't have plans for any major stories involving this world but, not to worry, Kira and her friends are not going to be abandoned. I do have a few short stories planned for them. I'm not sure when I'll be able to get to them with my other projects, but I intend to eventually.

Anyway, thanks for reading and if you enjoyed this, and haven't read the rest of my Midnight Star series yet, check it out here.

And for anyone who wants to know just what little Firebloom would look like, here you go: