The Return of Change

by SilverWingDashie

Rating: teen
Tags: Dark, Alternate Universe, Main 6, Original Character, My Little Pony: Friendship is Magic, Spike, Queen Chrysalis, Romance, Adventure
Length: 6925

The Changeling Queen plots her revenge on Twilight and her friends.

In an alternate universe, Shining Armor and Princess Cadence's wedding was never ruined by Queen Chrysalis. Instead, the changeling queen attempted to take hold of Equestria by feeding off of the love that Twilight and her friends shared. Now, with the Elements gone, the queen seizes her opportunity to seek revenge upon Twilight and her friends. However, the arrival of a stallion with a troubled past, threatens the efforts of the queen in ways she could never imagine.

Published 2014-03-31 09:40:04 UTC
Last updated 2014-04-22 03:56:07 UTC

Prologue: Awakening

A pale moon rose over a lifeless land as beetles scurried about a rocky terrain. Tall shadows bathed the land in an inescapable darkness as mindless creatures milled about searching for food. Dark figures darted across the obsidian sky as the sound of buzzing filled the air, a small patrol of changelings finished their route. Their eyes combed the horizon for something they knew they would never find; a source of food. Changelings live by depleting a land of love and kindness, they thrive off of the misery, and as far as any pony was concerned this land was truly miserable, void of compassion.

In the distance, a crude castle stood, looming ominously over the life-less land. Within its hollow confines a bitter queen paced back and forth. "My Queen." A shrill voice broke the unearthly silence of the Queen's chambers.

The queen stopped suddenly and gave a silent growl. "Unless you have found a source of food I suggest you leave before you become my next meal." She said quietly.

The changeling inched backwards before taking to the night sky. "We will continue to look my Queen." He said as he quickly left her chambers.

"You better you insignificant slug." A snarl spread across her lips and she scoffed and continued to pace.

Ever since her defeat, almost three years ago at the hooves of Twilight Sparkle and her friends, the queen had been harboring a deep and bloody vengeance against those who had made a fool of her. Never before had the Queen been so humiliated and cast aside as quickly as she was that day, that single, perfect, day.

"You think you're so powerful don't you Twilight? With your love and compassion, you disgust me you insignificant foal, and now Celestia has seen fit to grant you a crown?" Chrysalis' voice echoed off the walls of the castle filling the empty chambers with a foreboding sense of hatred, envy, and desperation.

With a shout Chrysalis threw her head forward as a sickening shade of green light flew from her horn into the wall causing it to disintegrate. "Let's see how well your crown; your love; your compassion hold up to me now, deceit and trickery will no longer be enough. No, not at all, not when I have mastered the power of destruction, and you, without your precious elements!"
The Queens eyes widened with madness as she cackled, bordering the line of sanity with the pit of insanity. "I will make you watch as I kill every pony you love and hold dear. Leaving you to live the rest of your pathetic life knowing you were the reason they died so painfully; crying your name!" Chrysalis' maniacal laughter hung in the air like the stench of death.

The mind of the Changeling is dark and desperate place. Normally, the thought of depleting a pony of everything they love, and consuming it for their own benefit would send even the weakest changeling into fits of joyous rage.However, even the changelings, normally iron-willed followers, were beginning to question the queen's motives. Though, none of them would ever dare allow her to know. She had turned unusually violent after her downfall, executing those who questioned her. One thing was for sure, no pony wanted to be around when she finally got her hooves on Twilight and her friends.

A Visitor from Afar

Birds sang loudly as Twilight trotted through Mane Square. She couldn't help but to smile as she walked through the town she had come to know and love, and, to even call home. The Summer Sun Celebration was just a day away, and everpony was working to make sure they were prepared. Mr. and Mrs. Cake were at sugar cube corner working furiously to prepare for the upcoming celebration, as were Rarity and Applejack.

Rariry had been tasked with sewing new, ceremonial banners for the castle that would be used during such celebrations in the future. One banner was a brilliant white adorned with rubies and topaz, and lined with a bright golden thread; colors that would symbolize the sun and all that is bright. In the center was an Alicorn with a multicolor mane the color of the Northern lights, Princess Celestia, standing proud and confident watching over her loyal subjects. The second banner, was a midnight blue with black accents and adorned with sapphires and diamonds; colors signifying the beautiful night, and the ever watchful moon. In the center was a dark blue Alicorn with markings of black and a mane that rivaled the beauty of the night sky, Princess Luna, formally the dreaded Nightmare Moon.

Hard at work in the town square was Applejack, always smiling Applejack would work day in and day out to ensure her families success and admiration. Her method of working today was selling Apple pies and Cider, which almost as sure as the sun will rise would attracted the brave and bold, Rainbow Dash.

"Well howdy there Dash, fancy seeing you here. What can I do ya for?" Dash eyed the stand with admiration and thirst, a long day of clearing the clouds and training other weather Pegasi had left her parched and hungry.

"Hmmm, I'll take two Apple fritters and a mug of your famous cider." She exclaimed. Dash had always been a fan of the Apple families cider, its sweet tangy flavor always had a calming effect on her. However, too much cider would make her sick as they all found out at Pinkie Pie's last birthday bash.

"Sure thing, here ya go darlin'. Say, shouldn't you be out clearing the skies for the Summer Sun Celebration?"

"We're ahead of schedule, so I figured I'd give everypony a lunch break and let them relax before clearing the skies of the western fields. Matter of fact here they come now!" No sooner did Dash say the words, a large group of Pegasi stormed the Apple stand.

"Two fritters please!"

"I'll take one."

"I'll take three!"

"Two mugs of cider!" The voices exclaimed. Applejack struggled to keep up with the orders before saying good bye to her friend. "Ill have to talk to you later Rainbow, Lookie there, Twilights over yonder, why don't you see what she needs?"

"Will do thanks Applejack and good luck!" She waved goodbye as she glided over to her friend.

"Hey Dash, what brings you over here?" Twilight asked excitedly, she hadn't been able to talk much to her Ponyville friends since her coronation.

"Nothing much, just wanted to chat see if you had some free time. We're on break from weather duty since we're so far ahead of schedule, I figured I'd say hi. Would you like some Cider?" Dash put her hoof forward offering Twilight a sip.

She looked at the mug and smiled. "No thanks Dashie I'm good for now I just wanted to relax, walk through Ponyville and see how things were coming along." She said cheerfully.

"Well Fluttershy is almost done with the animal chorus, and Pinkie Pie has the after party nearly complete, Rarity is finishing up the banners as we speak and...well Applejack you can take a look for yourself." It was an amusing sight, Applejack was moving as fast as she could to make sure everypony was served. She was slinging fritters and pie left and right, all while attempting to balance mugs of cider. The two ponies laughed as the watched Applejack comically serve the army of Pegasi.

"But if you want my honest opinion? I willing to bet twenty bits that all the planning will go perfectly. Then at the last second, something that no pony can predict will take place and mess everything up. First, it was Nightmare moon, then the seeds Discord planted, then everypony caught the flu and last year we had the parasprites pay us a little visit again."

Twilight looked down in contemplation. Rainbow was right they hadn't had a quiet celebration since Twilight first came to Ponyville.

"Well maybe all of that is behind us, and this year we'll have a nice, quiet celebration?" Twilight said hopefully.

"Doubt it, but my hopes are up! I would really appreciate just being able to sit down with some cider, and relax without gallivanting off to quell some random trouble-maker for once. But enough of that I have to get back to cloud busting. Meet you at your place tonight? The six of us?"

Twilight smiled and nodded her head. "Of course, just like old times."

Every year, the night before the festival, the six friends would gather together and spend the night at Twilight's house reminiscing old times and relaxing. Sometimes, they would bring their little sisters; Applebloom and Sweetie Bell. Scootaloo would tag along even though she didn't really have a sister, but, ever since the camping trip where Luna visited her dreams, Rainbow Dash had taken her under her wing and considered her the sister she never had. This night however, was reserved just for the six.

Recent royal duties had kept Twilight away from Ponyville for almost a month now. I wonder how Fluttershy is doing? She thought to herself I should go visit her. I do feel kind of guilty for missing her birthday.
Twilight trotted forward happily, humming to herself as breathed the deep, rural air of Ponyville. She had missed the cascading trees and the scent of flowers that made Ponyville seem so far from anyplace else. She admired the way the gentle stream that lead to Fluttershy's cottage seemed to weave between the trees like a skilled seam in a dress. It was almost magical, everything fit together so harmoniously.

However, Rainbow Dash's words hung heavy in her ear. What if shes right? What if something else goes wrong? I just want one quiet celebration, a normal day. She thought to herself as she slowed her pace, paying close attention to the trees and flowers.

They were beautiful, brighter than normal, fuller, happier. She couldn't tell if their heightened beauty was natural, or she if was finally fully appreciating them after being gone for so long. She didn't care, she was there, and she was happy.

Her thoughts were interrupted by a beautiful sound, a chorus of birds singing in sync just up ahead. Their sound swooned through the trees and each note hit like a gentle drop of rain during a spring shower.

"Fluttershy!" She said quietly. Her excitement was masked by the quietness of her voice. She quickened her pace to find Fluttershy under a willow tree with a gathering of songbirds. She watched in silent admiration.

Fluttershy was happy, a smile spread across her face as her heart danced, She started to hum along with the birds and moving slightly to the light, dancing melody. The songbirds finished their ensemble and the final notes spread through the air like a wave. Twilight inched forward slightly not wanted to re-enact her and Fluttershy's first meeting, where she unknowingly scared her and sent her song birds scrambling away.

"Fluttershy!" Twilight called.

Fluttershy's heart leaped, and her eyes widened. She knew that voice, she quickly turned to see her friend standing proudly. Where ever Twilight had gone it had done her well. She stood taller, and looked stronger. A proud mare if ever there was one, but this was no time for questions, it was a time of greeting.

"Twilight! Oh my goodness how have you been!" Fluttershy rushed to her side and hugged her tightly.

Twilight was unsure how to respond. Fluttershy was never this loud or excited. She dismissed the thought instantly and embraced her loving friend.

"I've never been better. I'm so glad to be back in Ponyville. I've missed so much! How about you?"

"Oh I'm good. Just trying to get the songbirds ready before the celebration." Fluttershy sounded confident as she spoke of her students, her wings even started to flutter slightly. The gentle breeze came to Twilight like a gentle song.

"They sound wonderful Fluttershy, they always do."

Fluttershy blushed slightly at the friendly comment. "Oh, thanks Twilight I've been working really hard and I hope that Celestia and Luna will like them. They've been working day in and day out to get everything sounding just right."Fluttershy's face quickly changed from bliss to slight annoyance, as she looked up to the sun and saw that it was lower than she had anticipated. "I'm sorry I have to cut this visit so short, but I really must go, I have to keep training the songbirds. They need one more good practice before the go home to their families."

"That's okay." Twilight said comfortingly "I should get back to the library and prepare for tonight; you are still coming right?"

"Oh, of course I wouldn't miss it for the world! I'll make sure to let the others know we are meeting at you're place, hows sunset sound?"

"Sounds perfect I'll see you then. Bye for now." Twilight giggled as she spoke.

"Okay, bye now." The two waved at each other as they parted ways for the day. Twilight held her head high as she trotted back to her residence. Nothing could ruin this pony's night, at least nothing she could think of...

It was just after sunset, and a storm was raging over the Everfree forest. A lone pegasus, struggling against the wind, beat his wings furiously hoping to overcome the torrential downpour. With each wing beat, the pegasus could feel what little stamina he had left being drained from his now feeble limbs.

Where in Equestria am I? I've never ventured this far out before. I must find a place to rest soon or I'll fall out of the sky; and who knows whats down there?
The Pegasus had flown in from the Griffon lands, and found this whole area was a mystery to him. The dense forests and rolling plains were much different than the rocky outcroppings he was used to seeing. The whole land beneath him was tangled with what he could only imagine as an inescapable maw, a prison for creatures of the sky like him. Down below, the tree line seemed nearly impenetrable, it's branches twisting and turning menacingly.

He shook his head and reset his thoughts so he could focus on the challenge ahead, the wind had picked up and he could feel his wing beats getting even weaker and his breaths shorter. He had been flying for almost two days straight, no food, no water, no sleep. Just the drive of escaping the memories and actions he had left behind, and the consequences that followed. Thunder boomed around him and hail pelted his face as he noticed something up ahead. A clearing! Thank Celestia! He thought. The sight of what seemed like small town ahead, brought a surge of energy through his frozen veins. Still, as close as the town seemed, it was still a two hour flight in fair weather.

The stallion narrowed his vision and flew forward, his heart racing. Suddenly his fur started to stand on end, and the smell of sulfur filled his nostrils as a buzzing sound filled his ears. Everything went white and then....silence.

Back in Ponyville, the six friends greeted each other in a chorus of laughter and smiles which filled the cozy hollow of the library. Soft light flickered off the walls of the home as shadows danced across the walls like memories in a dying mare's heart. Spike was off in the kitchen making snacks for his friends, but mainly...for her. Four years in Ponyville and Spike was still enamored with Rarity. A beautiful white mare with a mane that could end wars with its beauty. In the four years in Ponyville, Spike had gotten bigger, his scales larger, his babyish feature were gone and replaced with the more aggressive features of an adolescent drake. His wings however, still had not come in yet. It wasn't customary for wings to come in until the younger adult years, but he would settle for this.
Spike walked into the main room with a platter of hay sandwiches and berry punch. Immediately, Rarity took notice of her Spiky-Wikey, as he strutted confidently into the room. She was taken by his new-found confidence, his muscles had filled out and he stood taller than Twilight by at least a head.

"My goodness Spikey, how you have grown!" She exclaimed.

Spike's scales turned a reddish hue as he "blushed". "Haha thanks Rarity, my last trip with Twilight was a bit more action packed than our usual trips." Spike said nervously.

"Well what ever you two did you must make sure to tell me in vivid detail. I would love to hear it." There was something almost flirtatious in her voice. Spike simply nodded nervously and continued to pass out the snacks.

"Woah! Is anypony else seeing this!?" Rainbow Dash exclaimed. The other five ponies clamored to the window to see what Dash was so excited about. A massive storm was nearly ripping the Everfree Forest apart, lightning strikes littered the sky and the thunderous rumble could be heard even as far as Twilight's Library. The six friends sounded excited and slightly worried at the same time but were soon back to playing games and sharing details of Twilight's last adventure.

She went on to describe a war in the Griffon Lands that nearly spilled onto the Equestrian border. Princess Celestia had dispatched Twilight and Spike to handle the situation diplomatically. A good first royal duty for the new Princess. During the diplomatic mission, Twilight and Spike had come into conflict with a few rebel bands of Griffons. Luckily, Princess Celestia did not send Twilight without a company of guards to dispatch such ruffians. However, that did not mean that Twilight and Spike didn't get into some skirmishes themselves.

In one such skirmish, Twilight had taken to a small creek to bathe when a pair griffons had attempted to assassinate her. Spike had wandered to the creek to check on Twilight, as he always does, when he noticed the griffons, and charged both of them without a second thought. Spike stood up as continued to tell the event in vivid detail in an effort to impress Rarity.

"I rushed into the fray, lance forward and my shield raised!" He said loudly, obviously engorging himself. "The griffons swept low at me, in a flurry of feathers I lashed out, catching one in the wing! The other tore plates of my armor and nearly got my throat. That's when Twilight blasted him and he fell to the ground just in time for the Royal guards to finish the job!"

A resounding chorus of oohs and ahhs filled the room "Too bad you didn't have a party cannon to lighten the mood!" Pinkie Pie exclaimed loudly. The others just shot her an odd glance. "What? A party solves everything!" They just laughed and rolled over in joy.

Rarity nudged closer to Spike. "They didn't hurt you, did they dear? She asked him affectionately.

"N-no n-not at all. My scales are harder than any dumb old griffon's talons, haha." The words seemed to stumble out of his mouth. Rarity simply smiled and laid down next to him, shooting promiscuous glances every few minutes. Secretly, she loved Spike's nervousness, it was amusing in an affectionate way to her. Spike always tried to play it off when his nerves failed him around the beautiful mare. She noticed each and every time, and she loved it.

Twilight stood up and cleared her throat. "So is everypony looking forward to the...."

Before she could finish her sentence, a loud crash rang though the living room, and glass shards were sent flying in ever direction. Spike leaped to cover Rarity from multiple shards that were headed straight for her, they bounced off of his scales in pitiful effort and crumbled to the ground. Twilight had put up a magic bubble that shielded the others from the sudden assault of glass.

Confused, the ponies looked to one another in shock until Dash exclaimed. "Look over there!" She had pointed to a lump of fur and blood that had crashed into a pedestal on the far side of the room. The same pedestal which used to hold the Elements of Harmony. The six magic stones that had brought the six together four years ago and united them ever since. The pedestal, now empty, stood as a reminder of that fateful day when Twilight regretfully took the elements back to the tree of harmony. Now the pedestal held the stallion which had crashed into her room. His breathing was shallow, he was covered in blood and looked as if he had been flying for days on end. His fur was covered in ice and small trail of smoke arose from his back where a large scar had formed, it was fresh and the fur around the wound was singed. It looked as if it was instantly cauterized.

The stallion was of a moderately large build with massive wings. He had dark tan fur and a black mane. He looked like he was the same age as Twilight and her friends. His features were rough and strong, they resembled the look of a pony who had led a hard life. His muscles were more defined than the other males in Ponyville, but what puzzled the six friends most, was his right wing. The entire outline of his right wing was stained silver.

Scootaloo's Grove

Confusion clouded the cozy hollow as the six friends looked upon the downed pegasus. Each of their minds were swimming with questions. Who was this? Where did he come from? Why did he crash here? How did he get injured so badly?
Minutes of perplexing silence passed before a single, meek voice filled the room.

"M-maybe somepony should help him?" Fluttershy's voice, naturally a whisper, was even quieter in the dead silence of the hollow residence. Dash tried to speak, but her voice was little more than a squeak, much like a scolded filly’s. Finally, Twilight spoke.

"Fluttershy, find us some herbs. We need to dress his wounds. Dash, go find the Doctor, Looks like he may have to make a house call."
Without hesitation, Fluttershy and Rainbow Dash flew into the cold embrace of the night. With Rainbow Dash and Fluttershy rushing to complete Twilights request, Twilight found herself left with a terrified Rarity, two inquisitive ponies and an unconscious stranger to deal with.

This night isn’t going the way I planned at all. Twilight thought. Twilight was always a stickler for her plans going by the book, and this was as far from the book as she could imagine. Twilight's thoughts were interrupted by the calm and caring voice of Applejack.

"I...uh. I reckon we should try to clear some of the debris around him, and get some more light in this here room.
With slight hesitation, Twilight nodded in agreement, while Rarity was still clinging on to Spike's side. Twilight and Applejack started to move bits of glass and splintered wood from the pegasus' crash site. The pedestal he had crashed into was nearly destroyed and glass bits were spread around the stranger in vast quantities. Shards all sizes were imbedded in his sides, wings and flank. Remarkably, none of the shards seems to have penetrated deep enough to cause any real damage, despite their size.
As Twilight and Applejack cleared the last of the debris, Dash and the Doctor had arrived.

"Evening ladies." His voice seemingly absent of any true worry or concern. That all changed the second the doctor saw the crash-landed pegasus.

"Evening Doctor." Twilight said silently. Unlike the doctor, Twilight’s had voice betrayed her efforts to conceal her concern.

"W-what...what happened?" The doctor’s voice was truly in awe. Spending his life in Ponyville, the doctor was not used to seeing anything more than a broken leg or a maimed wing. His eyes stared in confusion and wonder at his new-found patient. The twisted, mangled mess of pony was a sight the doctor had never prepared himself for.

"We don’t really know he just kinda...landed here. We were all just sitting here enjoyed the evening and the he just crashed in my living room."
"I've seen some great crashes before by Rainbow Dash but this was truly the best crash yet!" Pinkie Pie's voice squeak loudly into the silent room. Dash shot Pinkie a disapproving look at the irritating comment. "What? Sometimes you crash Rainbow, he just crashed....better."

"Pinkie." Dash said sternly "Now isn't the time, he could be seriously hurt, and you're making jokes at his expense?"
Pinkie's mane flattened and her eyes grew large and her normally bright demeanor left her.

"Rainbow, she's just trying to lighten the mood. It's how she deals with things like this. Leave her be." Twilight's voice had a hint of disdain. She didn’t like speaking this way with her friend but Dash’s inconsideration for Pinkie Pie's feelings was simply insulting.
Dash simply rolled her eyes.

"Fine excuse me for actually being worried that he might have been seriously hurt!" Dash rushed outside into the cool, night air. She had to get away from everypony. Fluttershy was trotting into the home as Dash rudely push her aside. Dash didn’t seem to notice her, but that didn’t mean her actions didnt't hurt Fluttershy any less. Fluttershy’s sensitive soul was easily hurt, especially by a life-long friend like Rainbow Dash. She sniffed back tears as she brought the herbs into the library.

Applejack sighed and shook her head. "Don't worry Twi, I'll go talk to her. You stay here and take care of Fluttershy and Pinkie." Applejack quickly trotted off in pursuit of her hot headed friend.
Fluttershy awkwardly handed the herbs to the doctor, who proceeded to set them in is saddlebags. The doctor walked closer to his patient. He noticed the massive, smoking wound on the patient's side.

"That’s odd." He muttered to himself. “I’ve never seen a wound like that before.”

"Like what? Fluttershy inquired.

“This wound on his side. To be honest, it looks like a lightning strike!" The doctor’s voice was full of bewilderment at the thought of a pony being struck by lightning and surviving. "But...where could he have been struck?" Almost on cue, a bright flash from the corner of the doctor’s eye answered all of his questions. A few seconds later a muffled rumble rolled across Ponyville. "Exquisite! This pony was struck by a bolt of lightning in the Everfree forest and crash-landed here."

From the corner of the room came a shaky voice. "Well is he going to be alright?" Rarity, finally free from the clutches of fear was able to participate in the conversation.

"I don't know." The doctor admitted. "He seems to be fine, minus the mark on his back, his heart rate is normal, he's breathing without trouble, and I can't see any profuse bleeding. To be frank, he looks like he just took a good fall. I won't know till the morning when, or if he wakes up."

"So what do we do now?" Pinkie Pie squeaked.

"Well, I don’t feel comfortable moving him to the hospital in his condition. I can’t see if he's broken anything and I don’t want to risk it."

Twilight looked from the Pegasus to her loft. "Well, could we at least move him to there?" Twilight was pointing to her loft on the upper floor.

The doctor nodded in response. "Just be very careful, we don't know how badly he's hurt. Just let me apply these herbs first. We don’t want the wound getting infected." Carefully, the doctor crushed the herbs into a paste and applied the green mixture to the burn wound on the Pegasus' side. Shockingly, the Pegasus twitched when the pastel mixture touched his bare wound. He gave a slight groan of pain before falling back to unconsciousness. "At least he's responsive, that’s a good sign." The doctor said hopefully. "Now let’s get him into bed."

Twilight nodded and closed her eyes. The dimly light room was filled with a cascading aura of violet light. Slowly the pegasus was lifted into the air. Shards of glass and wood fell to the ground feebly as the pegasus was hoisted to the loft. Twilight walked up stairs as a sky blue light joined hers, Rarity had pulled the blanket back on Twilight's bed and Twilight carefully set the colt down on the soft mattress.

Confused and concerned, the ponies left to the downstairs portion of Twilight's home. The doctor had left and a stranger was now in their midst. The friends spent the rest of the night in silence as a somber air filled the room. Spike was lying by the fire place with Rarity. Flames gently licked the sides of the stone walls. Rarity nudged closer to Spike’s side, falling into a deep slumber protected, by her draconic guardian. Spike looked down and gently stroke Rarity’s mane, he smiled to himself and closed his eyes, trying to forget everything except her. His gem, his crush for so long, his Rarity. Fluttershy and Pinkie Pie were lying a corner together sharing quiet whispers of the night and Rainbow Dash’s brashness. Quietly, the consoled each other and forgave Rainbow for her actions. Owlisious hooted silently outside the hollow confines of the tree, adding a mysterious, lonely feel to the ruined evening.

Twilight spent the rest of the night in the observatory, pondering the recent events that had transpired. She looked to the stars, bathing in their somber glow. She struggled to forget what had happened but her mind kept swimming. Twilight turned to the Everfree forest, the storm was dying out. The trees of the primordial forest swathed gently back and forth in the tails of the monstrous storm. Dull blips of lightening sparsely populated the clouds above the trees and every few seconds the dull thrum of thunder found its way into Ponyville. Twilight found it strangely comforting.

Her mind exploded in thought. Why did the Everfree forest bring this stranger to us? Why now? She groaned and collapsed to the ground.

With her eyes closed, she focused on what was around her. The rustling of leaves, paired with the constant drone of nocturnal insects mesmerized her. She opened her eyes to the alabaster glow of the moon and sighed. It was a shame that she couldn’t enjoy such a peaceful night. The moonlight filled the air in a delicate blanket of wonder, kissing the surface of the ground forcing the dew on the grass into s shimmering spectacle that rivaled the night stars. The lakes and ponds were mirrors to the beauty of the celestial sky. Gentle breezes of wind caressed Twilight's feathers and fur. She shivered slightly but welcomed the cooling breeze. Far off in the distance she could hear the howling of Timberwolves and an unfamiliar buzzing sound. She dismissed the buzzing and howling and rested her head on her hooves. Entranced by the beauty of the eventide, she slept.

A few hours later, Applejack was still attempting to track down Rainbow Dash. The impenetrable veil of the night made Applejack's objective nearly impossible to complete. Eventually, she found herself in the forests. Dead leaves littered the sides of a slightly worn path, and the snapping of twigs could be heard the unforgiving depths of the forest. Her mind played tricks on her as shadows moved ahead of her in spastic patterns, darting left and right. Strange chittering noises echoed through the forest as branches creaked in the blackness.

Applejack treaded carefully. She could feel the rough terrain below her weave up and down as tree roots and pot holes littered the path in front of her. Her heart raced as she proceeded farther into the foreboding land. The chittering was louder now, it seemed to follow her, watching her every move. She quickened her pace, hoping to escape the strange echoes.
"Oh, horse-feathers Rainbow. Where've you gone off to now?" Up ahead, Applejack could see a clearing. "Oh, thank Celestia!"

Applejack galloped forward into a small grove. Surrounded on all sides, the grove had an unnatural feel to it. It was so isolated from everywhere else. Applejack was in a state of wonder as the tranquil air enveloped her. Fireflies littered the air, their natural luminescence, complimented by the pale light of the moon gave the grove a greenish, white hue. A quiet dabbling could be heard near the further edge of the grove.

Cautiously, Applejack proceeded forward. The grass was deeper here, reaching up to Applejack’s fetlocks. The grass was moist with dew which glinted in the moonlight giving the whole ground a twinkling appearance. This grove seemed alien. It was unnaturally peaceful, cool breezes caressed the land and the grass swayed back and forth slowly. Time seemed to move slower here, keeping in time with the sway of the grass and the riotous rhythm of the brook like some sort of natural metronome.
The cool brook babbled quietly and small fish darted beneath its turbulent surface. The serene chirp of crickets filled the air. Paired with the babbling of the brook, the rustling of the trees, and the swish of the grass beneath Applejack’s hooves, the grove seemed alive with a dulcet symphony.
The grove had pulled Applejack into a trance, for a moment she had forgotten the world beyond the boundaries of the grove. In this place, no conflict existed; no mysterious stranger, no Sweet Apple Acres. Not a single care in the world.
The rough voice of Rainbow Dash disrupted the silence and drew Applejack out of her harmonic trance.

“Applejack? What are you doing here?” Rainbow Dash’s voice was laden with sadness. Thinking back on the events that took place at the library, Dash found herself in a state of regret due to what she had said to Pinkie Pie.
Applejack shook her head found herself back in the real world. She looked up and found Dash lying on a small cloud looking down to her. Dash’s tail swished gently back and forth. Her chromatic colors muddled by the dark expanse of the night sky.

“Sorry Rainbow, I was coming to find you and found myself in this here grove and just…lost myself.” Applejacks words trailed off as she turned back to the captivating beauty of the grove. “What is this place?

Dash took notice to Applejack’s fascination of her surroundings. “Beautiful isn’t it?”
Applejack nodded in wonder.

“Scootaloo and I found it a few months back while I was helping her learn how to fly.” Dash smiled as she thought back to her lesson with her adoptive sister. "She was try to get off the ground when a gust of wind threw her from the cliff up there.” Dash’s eyes pointed to a nearby cliff face. The cliff was nearly four hundred feet from the ground and about a tenth of a mile away. The sheer face of the cliff was an intimidating sight to look at. Jagged rocks jutted out from the cliff face like daggers reaching towards the sky.

Applejacks eyes were filled with awe at the prospect of the inexperienced flyer plummeting to the ground below.
“She fell?” Applejack inquired. Dash simply nodded coolly.

“It wasn’t that big of a deal, I caught her. A fall like that for a pegasus is expected in youth.”

This idea seemed baffling to Applejack. She thought back to when Applebloom fell from the railing of her tree house. Even then Applejack was in a panic. Applebloom had only fell from eight feet or so. Her heart sank at the thought of a filly falling from four hundred feet. Applejack brought herself back to the present. She looked to her friend.
"Rainbow what happened back there. You totally snapped on Pinkie Pie. What for?" Applejack's voice was lined with anger. She didn't like having to talk to her friend like this, but she had to get her point across.

Rainbow Dash hung her head low resting her chin of a small outcropping of cloud that jutted out. "I'm sorry, but it's not okay to make a joke out of something that serious."

"You mean the crash?"

" Yes, exactly! A crash like that is no laughing matter for a pegasus!" Dash's voice was over come with anger. Almost like she was blaming Pinkie Pie for the crash.

“How in tarnation was Pinkie Pie supposed to know that Rainbow, and did you even realize that you nearly knocked Fluttershy over when you left?!” Applejack yelled. "How could you be that inconsiderate to your friends? Pinkie Pie isn't a pegasus, and she's used to seeing you crash, and you act like its never a big deal!"

Dash’s eyes widened with regret. “No, I didn’t even see her…I-I’m sorry, it’s just…It’s something that hits close to home okay.” Dash turned away aggressively Applejack could tell that Rainbow Dash was hiding something.

Applejack looked inquisitively at Rainbow Dash. Her voice was much calmer now. Filled with concern rather than anger. “Rainbow, what happened? You can tell me. You know that right? Applejack could hear a small sniffle from the dreary pegasus.

Dash closed her eyes tightly as tears started down her face. “Just please, promise me you won’t tell anypony else.”

“I promise sugar cube, no please come down here and talk to me.”

With a sniffle, Dash glided down next to her friend. She sat just in front of Applejack and took a deep breath, composing herself.
“My father died when I was very young.” Dash choked the words out between fits of silent sobbing. Applejacks face saddened. She had no idea that Dash had suffered such a tragedy when she was just a filly. Applejack remained silent, only listening. “My father was a member of the Cloudsdale Sky Watch. Kinda like a volunteer police force. One night he was doing rounds over the market place while my mother and I were making dinner. The weather ponies had a storm planned for the night but my father still insisted that he complete his rounds. He said he’d been back in a few minutes.” Dash’s eyes were beginning to fill with tears again. Her emotions swelled with sadness and anger. “He said he’d be right back!” Dash continued to sob, Applejack embraced Rainbow Dash and consoled the sky blue pegasus.

“Shhhhh, hush now sugar cube. It’s okay darlin’ I’m right here.” Applejack simply let the pegasus sob, burying her face farther into Applejack chest.

After a few minutes Rainbow Dash sat up, withdrawing her face from Applejack’s caring embrace. She dried the tear stains around her eyes and composed herself once more.

“Thanks Applejack.” Dash said quietly, her voice almost a whisper.

“Anytime Rainbow.” Applejack smiled and waited for the rest of her friend’s story.

Dash took a deep breath and continued. “The storm picked up a few minutes after my father left. As soon as we finished dinner there was a knock at the door.” Dash hung her head and looked to the ground. She closed her eyes as a single tear fell to the ground. “My mom told me to go to my room. Once I got to my room I heard my mom start to cry. She was screaming, ‘No, no it can’t be!’ Once my mom went to bed I followed the pony who was at our door. I regretted it immediately.”
Dash looked up to Applejack. She stared straight into her eyes. “My father lost control in a huge gust of wind and crashed into a shop. The doctors said that he would of survived, but the glass from the shop window had cut him and he bled out before the medical ponies could get to him.

“I had no idea...” Applejack said compassionately.

Dash cleared her throat and dried her eyes before replying. “No pony does except Fluttershy.” Fluttershy and Rainbow Dash had always shared a special bond with each other. A bond that, at one time, exceeded the boundaries of platonic friendship, but that was a long time ago. Secretly the thought still hurt Dash in a way that no one else could. She shook her head as her mind flew back to Fluttershy in the doorway. Dash's heart ached with regret, Fluttershy was now one of Dash’s closest friends. How could I have treated her in such a way? “I have to apologize to her.”

“Rainbow, it’s late, they’re probably all asleep.”

“Ya, you’re right. I think I’m going to stay here. I’m too tired to fly home.” She yawned.

Applejack looked to the dark expanse of the forest and shuddered. “Would’ja mind if I just stayed here tonight? I’m pretty beat too and don’t feel much like walkin’ back to Sweet Apple Acres.”

Dash chuckled quietly. “What? You scared?”

“No! I ain’t afraid of no pony!”

“Defensive much?”

“Can I stay here or not?”

“You’re always welcome here Applejack just try to keep it under your hat would ya? I don’t want ponies pouring in to Scootaloo’s grove.”

“Scootaloo’s grove?” Applejack asked

“Ya, Scoots named it when we found it a few months ago and it just kinda stuck. Anyway, I’m hitting the hay… err clouds rather.”
“Goodnight Rainbow, see you in the morning.”

The two ponies were asleep in seconds. The beautiful tranquility of the grove lulled the friends into a deep, dreamless slumber. Little did they know, that on the outer edge of the grove a pair of green eyes were watching, waiting.