The Phantom Pony of Everfree

by LightningSword

Rating: everyone
Tags: Main 6, My Little Pony: Friendship is Magic, Dark, Sad, Thriller, Drama, Original Character, Mystery, Cutie Mark Crusaders, Fluttershy
Length: 61874

Who is the Phantom Pony of Everfree? What is he? And can he be approached with anything but fear?

Some say he is just an urban legend. Others call him a ghost. Others still call him a heartless monster, living on nothing but rage, fear, and isolation.

But what is the real story behind "the Phantom Pony of Everfree"?

Fluttershy accidentally wanders into the territory of the pony everyone fears, and she is a witness to his cold, frightening fury. Scared to tears, Fluttershy is determined never to cross him again. But later, she witnesses something thought to be impossible, and deduces for herself that this "Phantom" is really a gentle, kind pony who merely suffers from the pain of loneliness. She then strives to learn the secrets behind this menace of a pony: who he is, why he lives in the woods, and why he is so angry.

The Phantom Pony, Nocturne, wants nothing to do with Fluttershy, and wants to avoid her at all costs. But his feelings toward her, and her friends, fluctuate over time, and he finds his mind and heart slowly changing. Whether for better or for worse, he is unsure, and he finds himself helpless against the kind light of a mare who may just know him better than he knows himself.

A rewrite of "Kind Light - A Gentle Dark Supplemental", combined with the rewrite of Chapter 1 of "The Gentle Dark".

Special thanks to the amazing Spirit Shift, a man far more talented than I, for the incredible artwork of the title character.

Featured on 3/17/2016!

Published 2015-07-05 19:10:01 UTC
Last updated 2016-09-17 18:31:42 UTC

The Pony in the Woods

Deep within the sprawling darkness of the Everfree Forest, a place many ponies fear to tread, lies a secret. A deep, terrifying secret that haunts the citizens of Ponyville. Ponies in town while away the hours, forgetting the unbalanced wrath of a monster that once lived among them. An outcast in looks and in temperament, this creature of darkness finally broke away from the society that feared him so, and made his home deep in the shadows of the woods, where nopony would dare find him.

Some say he is over seven feet tall, and powerful enough to rip trees from the ground.

Others say he has a wingspan of fifty feet, and can level entire forests with a single flap.

Others still say that his burning red eyes can pierce the soul of a pony and render them powerless against his fury.

Nopony knows who this beast is or what he is truly capable of. But his story has become legend in Ponyville, lost to time, left behind by memory, inconsequential to all those who are wise enough to stay home with their families.

Those wise enough to not go wandering alone into a particular section of the Everfree Forest.

The territory of “the Phantom Pony of Everfree”.

“Oh, thank you so much for all your help, Zecora,” Fluttershy said with a happy smile as she gathered the jars of herbs. “I don't know how I've gone all this time without all of these lovely herbal medicines for all my animal friends.”

“It is my pleasure to be so kind,” Zecora replied, returning her smile, “as long as you keep their health in mind.”

“Oh, of course. And they can get all better that much faster, thanks to you.” The Pegasus gently lowered the various jars into her saddlebag and made her way to the door of Zecora's hut. “Thanks again, Zecora. See you soon!”

The zebra waved benignly just before Fluttershy opened the door. “Good-bye, adieu, and good day to you.”

Fluttershy stepped out of the well-lit hut and into the darkness of the Everfree Forest. The tall, foreboding canopy loomed above her head, obstructing her view of the horizon. She wasn't scared, though; Fluttershy had had to come into these woods many times in the past, and while still a bit disconcerting, Fluttershy knew there was nothing to really worry about.

A twig snapped in the distance, making Fluttershy jerk her head in that direction. She may not have been (entirely) scared, but the Everfree Forest was still one of the most dangerous places in all of Equestria. Naturally, there was no going in unprepared or unwary. Hundreds of unidentifiable creatures scurried and crawled through the dense foliage and the obscuring shadows; the rustling caused by their movements evoked brief images of terror, even in the most resolute mind. What could be a simple, innocent stroll was almost always a coin toss in whether the stroller would make it back unharmed.

Fluttershy shook her head to will away those nasty thoughts. Oh, don't be silly, Fluttershy, she told herself, there's nothing to fear. It's just like Twilight said, Everfree Forest is no different than any other place in Equestria. It's just dark, and a little cold, and is inhabited by lots more animals than normal. There's nothing and nopony to fear. It's just a forest.

Fluttershy was suddenly unsure of why she'd thought that there was “nopony” to fear.

A sudden recollection answered her confusion: some old stories about a pony that lived in these woods. The town spoke of this pony (Fluttershy wasn't even sure he had a name) with fear and dread. They regarded him as some sort of a phantom, a Boogie-Pony of sorts, that would hunt for poor souls that dared to wander too close to his territory. Nopony knew what he was truly capable of, though—few had ever encountered this so-called “Phantom Pony of Everfree”, but those who claimed they had, had been scared out of their wits and sent running at the mere sight of his silhouette.

Thus, nopony stayed long enough to know what he did to ponies to didn't run.

Again, Fluttershy shook her head, not allowing such dark thoughts to get to her. Silly filly, she scolded herself, those are just old pony tales! Why, there's nothing like that living in here. Just remember, this forest is no diff—

She jumped when another twig snapped in the distance, closer and louder this time. She took a good look around her, straining to see in the dark, and it was at this point that she'd realized that she hadn't been paying attention as she was walking. She'd strayed quite some distance from the path back to town. The narrow pathways between trees were already difficult to tell apart from one another, but this part of the woods looked entirely different and unfamiliar.

And the fear that Fluttershy had so easily repressed before was beginning to creep up on her.

“Stay calm, Fluttershy,” she told herself firmly, getting a hold of her emotions before they could run away from her. She even took a deep breath and put a hoof to her chest, then let it out slowly, extending that foreleg at the same time (she'd seen Twilight do it often, and thought it would help). “Okay, you may be a little . . .” she hesitated to use the word “lost”, and settled for, “. . . misplaced. But you were going the right way before, and you couldn't have gone too far away from the path.” She approached the nearest tree, a gnarled, weak-looking thing hanging on a thread of remaining trunk, and saw a patch of moss growing on the shredded bark. Her bearings restored, she remembered the direction back to Ponyville, and proceeded to trek through the woods to the southeast. Already, she started to relax; there really wasn't anything to be afraid of. In fact, she even started to giggle a bit at the ridiculous thoughts she'd been having. She glanced around her as she walked, sure to keep track of where she was this time; nothing to see but a bunch of trees, a few bushes, some cute little animals, a pair of glowing red eyes, some broken branches—

Wait, what . . . . ?

Fluttershy froze and saw them creeping closer to her from beneath a copse of rotted trees. They gave off an infernal reddish glow, and blinked at Fluttershy as they approached. Fear kept Fluttershy rooted to the spot; all she felt were her legs buckling beneath her. The owner of the wicked orbs finally stepped fully out of the foliage. It was a pony, but as far as Fluttershy could tell, it was a pony in shape only. It was tall and slender, with a misshapen head and large growths on its sides that could only be wings (at least Fluttershy hoped they were wings).

She knew who this was. She didn't know how she knew, but somehow, it was clear to Fluttershy that this was him. This couldn't be anypony but the phantom pony the town always talked about, the pony relegated to mere ghost stories told around a campfire.

This was the Phantom Pony of Everfree.

“Who are you?” the Phantom growled in a chillingly high voice. “What are you doing in my forest?”

Fluttershy's body remained frozen with fear, but she struggled to form a response. “Umm, I was j-just passing through . . . I d-didn't mean—I just got lost . . .”

“I don't like trespassers,” he continued to growl, his red eyes glowing ever brighter, “and I don't take 'getting lost' as an excuse.”

“Umm . . . uhh . . . . I'm really sorry?”

The Phantom crept closer, suddenly allowing Fluttershy to discern some vague features of his face. The red glow from his eyes illuminated a blocky, yet soft-cornered snout, curved, pointy ears, and a wild black mane beneath what appeared to be a hat of some kind. The glow continued to pierce Fluttershy, as if this Phantom were expecting a better explanation, and quickly.

“You thought you could just walk right into Nocturne's territory?!” the Phantom snapped, his eyes burning brighter. “You thought you had the right to enter my home without expecting consequences? I don't care if you're lost! You have no reason to come here! Understand?! None!!”

The Phantom was only a few inches away from Fluttershy now, only adding to and intensifying her fear. By now, all she could do was stutter, “Umm . . . I-I . . . I'm r-really, r-really s-s-sorry . . . ?”

“Get out.”

His voice had gone dangerously low, sending a chill through Fluttershy's spine. Whether or not she had a good explanation for disturbing the Phantom Pony of Everfree was irrelevant. At this point, he seemed clear in his intentions if she did not obey his wishes. And it would not end well for her.

Fluttershy's stalling seemed to agitate the Phantom, and his low, ferocious growl slowly built up to a roar.

“I said . . . OOOOOOOOUUUUUUUT!!”

He suddenly propped himself up onto his hind legs as he screamed, and unfurled the growths on his sides to display a pair of wings—and the sight was terrifying, indeed. In the stories, the Phantom's wings were said to be unusually large; here and now, they were far more than that—they were obscenely large. Completely unfurled, they looked more than twice the length of his body, and were also not cute and feathery like Fluttershy's. They were hideous, curved lengths of bone covered in ugly, scaly black membranes, making Fluttershy immediately recollect the sight of the wings of a full-grown dragon. This, combined with his increased stature, the boom of his voice, and the glow in his eyes pulsating with rage, gave the Phantom Pony and incredibly wraithlike visage.

He looked like a demon from the pits of Tartarus itself.

Fluttershy's shrill scream reverberated through the forest with a haunting echo. Finally able to free herself from her own petrification, she pried herself away, burst into tears, and raced southeast toward the edge of the woods.

She had to get out. Now.

Recuperation

“Hmm . . . I wonder if Fluttershy's back yet.”

Rainbow Dash trotted briskly to the edge of the Everfree Forest. She'd been waiting all day for Fluttershy to come back from Zecora's house so they could get together for Rainbow Dash's daily workout (Fluttershy had promised to help her stay in shape for her probable re-entry into the Wonderbolt Academy). She'd reached a point where she'd become eager enough to make her way to the edge of the woods and meet her on her way out.

Dash stopped at the edge of the forest and peered inside, hoping to see Fluttershy coming out of the trees. No sooner than the moment she sat down, she heard what sounded like a roar of some kind. It came from well beyond the border to the woods, and seemed animalistic in a way. When the sound finished, Dash held back a shudder when she realized the roar sounded somewhat like the word “out”. A split-second later, Dash heard a scream—one she could place instantly.

“Fluttershy!” she gasped, standing up straight. She rushed to the edge and stuck her head inside the dark woods, calling out for her friend, “Fluttershy! Hey, Fluttershy, was that you?! Are you all right?!” Not receiving an answer right away, Dash prepared to jump in and save her from whatever perils she had seen. Just as she jumped past the border and into the woods, a yellow-and-pink blur came speeding out the other way. The sheer force of its speed knocked Dash back out of the forest and into the grass.

Dash glanced back and forth from the woods to the direction of the yellow blur. “Fluttershy . . . ?” There was no doubt that it was her; Dash had even briefly heard heavy crying as she came running out. She combined this with the fact that she'd ran fast enough to almost beat Rainbow Dash's best flight time (almost, she stressed in her thoughts), and her mind began to buzz with confusion and worry. What could possibly have upset Fluttershy so badly? How could a simple trip into the Everfree Forest to visit Zecora, possibly end with poor Fluttershy being frightened to tears?

After sitting dumbstruck for a few seconds, Rainbow Dash finally spoke, “This looks pretty serious. I'd better get the others . . . .”

Rainbow Dash gathered Twilight Sparkle, Rarity, Pinkie Pie and Applejack and informed them of the situation. In little time, all five were united and approaching Fluttershy's house. Inside, Fluttershy's sobs were clearly audible from as far back as the mailbox.

“Okay girls, we have to ease in,” Twilight warned the others earnestly. “We need to find out what was in those woods without scaring her again, so try not to upset her more.”

Rainbow Dash shook her head. “I don't think that's possible, Twilight. You should've seen her. She was really shaken up. If we bring it up again, she'll definitely get worse.”

Applejack turned to her and rebutted, “We gotta say somethin', Rainbow. Whatever she saw in those woods, it's gotta be dangerous. If you saw somethin' in those woods that done scared your mane off and sent you home bawlin', would you want it to keep runnin' around free?”

Rainbow Dash considered this, and relented with a nod, “Good point . . . .”

With that, Twilight carefully knocked on the door, and for a few seconds, there was no answer. Finally, the door began to open, and Angel, wearing a coat of sopping-wet white fur and a deeply annoyed expression, stood on the other side.

There was an awkward pause of a few seconds before Twilight asked in a neighborly tone, “Uh, hi, Angel. Can we speak with Fluttershy, please?”

Angel backed up and allowed the ponies to enter. In the back, Fluttershy was curled up on a pillow, shaking and sobbing.

As the group walked in, Twilight leaned toward Rainbow Dash and muttered, “Gosh, you were right. She looks terrified.” Dash could only nod. As much as she wanted to get to her training today, this had to be addressed, and dealt with as soon as possible.

“Oh, dear!” Rarity gasped and raced inside, sitting beside the shaky Pegasus and patting her gently on the head. “Oh, Fluttershy, darling, are you quite all right?”

Applejack approached next, her concern much more subtle than Rarity's. “How ya feelin', sugarcube?”

Fluttershy slowly picked up her head and struggled to reply, “I . . . I s- . . . I saw him . . . .”

There was another pause, this one more ominous than before. Twilight broke the silence by asking, “'Him', who?”

“It was . . . . him . . . he was . . . so scary . . . he . . . I . . . .”

“Calm down, Fluttershy,” Dash spoke as she stepped up, “just start from the beginning, and tell us what happened.”

Another disconcerting pause later, Fluttershy finally explained, “Well . . . I was . . . . coming back from Zecora's house . . . and I got a little lost . . . . and I heard noises. I thought it was nothing, but then I saw . . . .” she sniffed, hesitating to reveal her encounter, “I saw . . . .”

“WHAT!?!” Pinkie Pie finally squealed, looking and sounding almost tortured by the suspense. “What did you see?! Was it a dragon? Was it a monster?! Was it a hundred-foot marshmallow man?! TELL US—” One quick, admonishing look from Applejack quieted her down.

It was too late. Pinkie's raving had upset Fluttershy more. “It was him!!” she repeated, the tears coming back with a vengeance. “The Phantom Pony! The one everypony talks about! He was as scary as they say he is! It was awful!!” The memory seemed to intensify Fluttershy's state, and she was no longer able to go on. Fluttershy promptly buried her face into her pillow and went back to sobbing and shaking.

Rainbow Dash processed what Fluttershy had said, but could not take such a fanciful explanation seriously. “'Phantom Pony'? You mean the Phantom Pony of Everfree? Come on, Fluttershy, you should know that the Phantom Pony doesn't exist! You probably just saw another Pegasus or something, or maybe a really big bat. You shouldn't make everything out to be so horrible—”

“What Rainbow Dash is trying to say,” Twilight interrupted with a growl (more at Dash than anypony else), then directed the rest to Fluttershy, “is that it's very unlikely that it was some 'Phantom Pony'. After all, ghosts don't really exist—”

“I saw him!” Fluttershy shrieked again, still shaking and shedding rivers of tears. “It was him, I know it was! He had big, ugly, scary bat wings, and he looked at me with red eyes! Red eyes! So help me Celestia, red eyes! And they glowed! He was mean, and scary, and he yelled at me and I don't even know why! He was . . . he was horrible!!” Fluttershy's face went back into the pillow.

“Why, this vicious, inconsiderate brute!” Rarity huffed angrily. “And to make our Fluttershy cry like this! Shame on him!” She then turned to Fluttershy and continued to assuage her, “There, there, darling, you're safe now. That beastly cur won't dare come after you with us around! Why, if you ask me, that despicable creature owes you an apology!”

Fluttershy sniffed and picked her face up from the pillow long enough to speak. “I don't . . . want him to apologize . . . .” she hiccuped, her voice weak and shaky, “I . . . I never want to see his horrible face again . . . .”

There was another long pause, this one quite somber and only punctuated by Rarity's continuous fussing. After a few more seconds, Rainbow Dash tentatively asked, “So . . . I guess you won't be able to help me with my training today?” Applejack looked at her with the same admonishing face she'd given Pinkie Pie, this time joined by the same look from Twilight. Feeling an awkward sense of having broken a boundary, Dash replied uneasily, “. . . What?”

Twilight broke off her gaze and suddenly gasped. “Uh, Fluttershy,” she said warily, “you might have to risk it. Your saddlebag . . . it's gone.”

Fluttershy's face left the pillow again, and she gasped as well. She looked behind her, and saw her bare back. “Oh, no!” she squealed. “I must have dropped it when Nocturne scared me!”

Another awkward pause later, and Pinkie asked the necessary question: “'Nocturne'?”

“Oh, that's what he called himself. The Phantom Pony. He called himself 'Nocturne'. I . . . I don't know why, but . . . oh, you're right, Twilight, I have to go back. That saddlebag had all of Zecora's medicines in it! My animals need it for whenever they get sick!” Fluttershy stopped for a second, then the shake crept back into her voice as she resumed, “Oh, but . . . I can't go back . . . I can't see him again . . . I can't even think about him again . . . .”

“Don't worry, Fluttershy,” Twilight encouraged her, “like I said, there's no such things as ghosts. Besides, you have to remember, this wouldn't be the first time we've all jumped to conclusions about somepony before we got to know them. This could be just like that situation with Zecora. You probably just bothered him, or maybe he was feeling cranky. Either way, I doubt he'll actually hurt you if he sees you again.”

Fluttershy continued to sniff and stutter in response, “I just . . . I just d-don't kn-know . . . .”

Rainbow Dash then stepped up to Fluttershy, throwing a foreleg around her shoulders. “Don't sweat it! I'll go with you! Even if there is such a thing as a Phantom Pony, he can't get the drop on both of us!”

Fluttershy looked back at Dash with wide, still-wet eyes. “You'd . . . you'd do that for me?”

“Course I would! We'll go in, you can show me where you dropped your stuff, we'll grab it before that 'Phantom Pony' spots us, and we'll slip right out, no problem! And even if he does spot us, I ain't afraid of no ghost! I'll lay him out for you, and then we'll split. You'd have your medicine, that silly ghost story won't know what hit him, and we'll still have the rest of the day for my workout session!”

At this last part, Pinkie Pie frowned, Applejack sighed, Twilight rolled her eyes, and Rarity scoffed, “Really, Rainbow Dash . . . .”

Dash looked at each of them with a confused glance, “What?”

Phantom Revisited

“Well . . . . ?”

Once again, Fluttershy and Rainbow Dash stood before the haunting darkness of the Everfree Forest. Fluttershy shook slightly where she stood; just looking between the trees along the border, staring into the dark of the woods, made those horrible memories return. That booming voice. Those hideous wings. Those malevolent red eyes . . . .

“Hey! You in there? Come on, let's go!”

Fluttershy was shaken back to the present by Dash's voice. “Oh! Umm, I'm sorry,” she replied, uneasy, “I . . . I was just . . . thinking . . . maybe we should do this later . . . maybe when he's asleep?”

“Come on, Fluttershy, don't chicken out on me now! There's something in there that belongs to you! You want it back, so we're not leaving until we get it!”

“But . . . .” Fluttershy hesitated, “but . . . I don't know if I can do this . . . even if we'd come up with a plan, like Twilight said . . . there's still . . . him . . . .”

“Look, Fluttershy,” Dash confronted her, “if you want that saddlebag back, you gotta be assertive, like me! That means you have to shake off your fear! We're gonna march into those woods, find your stuff, and bug out! It's a no-brainer!”

“Well . . . .” Fluttershy couldn't help but hesitate again, “I guess so, but . . . what if something happens? That horrible phantom is still out there. You never saw him, Rainbow Dash. You never saw the way he looked at me. It was like . . . like he wanted to hurt me . . . .” she gulped, trying to force herself not to think about it.

“See? That's your problem! You can't let this so-called 'phantom' push you around! If you lose that way of thinking, you can stand up to him! If you stop thinking the worst of everything and go for it, you'll have nothing to worry about.” Rainbow Dash wound down from a borderline rant to a more soothing, coaxing voice, “Besides, you were the only one there when you lost your bag. So you're the only one who can find it. You may need me for this, but I need you, too.” She paused, then resumed in her tougher voice (though not quite as tough as before), “So, what do you say, Fluttershy? In or out?”

Fluttershy took a deep breath and sighed slowly. She did want her saddlebag back; it was too important to her to let it stay out there in those woods. Besides, it wouldn't be so hard if they could sneak in as quickly as possible and find it before “Nocturne” spotted them. Going into the woods to begin with was enough of a risk, but it paid off with a nice visit to Zecora and her invaluable assistance. In the end, she supposed that this was just the same trip as before, only with significantly more risk, and that much more necessity.

Finally, she took another deep breath and answered, “Okay. I'm in.”

“Good!” Rainbow Dash replied, and pushed her head against Fluttershy's rump, sending her into the shrubs and following her in soon after. “Remember, I got you covered. Once he gets a load of me, that Phantom Pony will never scare you again!”

Fluttershy slowly trotted along a trail in the forest, glancing back occasionally to see if Rainbow Dash was still there. She looked around, thinking back to her previous moment in these woods and trying to remember exactly where she'd been. She was still certain this was a bad idea, but the longer she trotted through the darkness, the more she realized that it wasn't as bad as it had been before. It could have been because Rainbow Dash was right behind her this time, or it could have been because that awful Phantom Pony, Nocturne, was nowhere to be found. She still jumped a bit from the occasional snap of a twig or rustle of leaves, but as of yet, there was no cause for alarm. In fact, if the situation continued to play out this way, Fluttershy was sure Rainbow Dash was right, that it would be simple enough to find what they came for and leave.

“EEP!” she squeaked when she heard more rustling in the foliage beside her. She turned and peered into the darkness, her sight only aided by the weakening sunlight poking through the canopy. Fluttershy feared for a moment that the Phantom had returned, ready to wreak his horrible wrath on her for returning to his territory. He would jump out from behind the shrubs, aim his deadly red eyes at her, spread his malicious wings—and this time, Fluttershy would not be fast enough to escape.

And from the sound of the rustling, he was only getting closer. Closer. And closer . . . .

“EEEEEEEEEE— . . . oh! Hello, little squirrel!”

The squirrel that Fluttershy had mistaken for a threat poked its fuzzy head out from inside a shrub. It jumped out of the bush, eyed Fluttershy strangely, then scampered quickly up into a tree and out of sight.

Fluttershy jumped when she heard another sound: Rainbow Dash's voice. “Really, Fluttershy? All that over a little squirrel?”

Fluttershy did feel silly, but Dash's words weren't helping a lot. “But, Rainbow Dash,” she said, her voice starting to shake again, “I . . . I really thought it was him this time . . . I thought—”

“Come on, relax already,” Dash replied as she trotted up to Fluttershy's side, giving her a friendly tap on the shoulder, “just shake off that fear. Like I said, if that Phantom Pony is around here, he won't be able to scare both of us at once. He'll be too busy tangling with yours truly! In fact, if he tries anything funny, I'll be the first pony to kick his . . . .” She trailed off as she noticed something in the distance. Squinting, she took two steps forward, stared for a few seconds, then turned back to Fluttershy. “Hey, is that it?” she asked, pointing a hoof into a clearing with a bit more sunshine than usual.

Fluttershy looked in the indicated direction, and saw, at the edge of the clearing, a torn saddlebag hanging from a dead tree, its contents spilled to the mossy ground around the rotted base.

Fluttershy gasped. “That's it! My bag! All of Zecora's medicines! Oh, what a relief!” She trotted quickly to the edge of the clearing, with Dash following behind, and the pair inspected the lost goods. Fluttershy counted all of the jars, remembering and accounting for each one. Dash broke the frail branch on which the bag hung and freed it, placing it back on Fluttershy's back.

“It's all here,” Fluttershy said with a nod as she and Dash put the jars back in her bag. “I'm so glad. It'll be a little difficult to keep all of them in one pocket until I can get it mended. I suppose Rarity could help me with that, though. Oh, but I'm just so happy this is all . . . over . . . .”

“Aw, come on, Fluttershy, was there ever any doubt?” Dash asked, brimming with confidence. “Like I said, this 'Phantom Pony' is just some silly legend, and even if he wasn't, I'd show him who was boss!”

Fluttershy said nothing.

“Hey, what's the matter? You don't believe me? Come on, I'd have laid out that nopony like a dirty rug! Mopped the floor with him! Taken him out like yesterday's garbage!”

Again, Fluttershy was silent. Except for the occasional soft whine that went with her suddenly fearful expression.

Rainbow Dash stared at Fluttershy in confusion. “Hey, snap out of it, Fluttershy! The worst is over! Now, we can take your stuff and split, and we can start on my workout in . . . record time . . . he's right behind me, isn't he?”

Fluttershy nodded, shaking loose a traumatized tear.

Dash looked to her side and turned her head very slightly. Slowly, she turned her whole body, finally seeing what Fluttershy saw: the glowing red eyes that struck fear into her heart the first time.

The red eyes blinked, the cold black wings slowly unfurled, and a chilling voice cut through the dark in a low, fiery growl:

“Get . . . out.”

Rainbow Dash's formerly confident expression slowly changed into a look of fear, similar to Fluttershy's. It came with a mixture of shock and awe, made more evident by her following words, “He . . . he does exist . . . .”

Fluttershy remembered how her fear had kept her from running before, and how much angrier it had made him. It gave off a cold, remorseless sense of deja vu that intensified as the Phantom's rage reached its peak once more.

“NOOOOOOOOOOOOOOOOW!!!”

Both mares screamed at the top of their lungs and ran from the clearing. As they raced back to the edge of the woods, Fluttershy's tears returned with a vengeance, while Rainbow Dash repeatedly muttered in a panic, “I don't believe it . . . I don't believe it . . . he's real . . . he's actually real . . . I just don't believe it . . . .”

As obvious as this already was to Fluttershy, her fear was still as strong as ever. She felt her heart threatening to explode in her chest and her blood rushing fit to start a fire in her veins. Sweat and tears cascaded from her face as she sucked in breath after desperate breath, her body hardly able to keep up with her hooves anymore. Only taking the occasional glance to her side, she saw and heard Rainbow Dash running just as fast right beside her. Another noise from behind, a series of breaking branches and crunching leaves, filled her ears as she raced, and once she knew for sure what it was, she felt another scream burst from her lungs.

The Phantom was following them.

“Look! We're almost there!” Dash called out, her voice strained and almost unheard. Fluttershy looked straight ahead, and saw sunlight peeking from between the trees. They were indeed almost home. Another few feet more, and Fluttershy pushed herself harder than she ever had in her life. In seconds she could reach out and bathe a hoof in the sunlight.

“WHOOOOOOAAAAA!!”

Both mares jumped forward and into the grass just outside the woods. Fluttershy rolled across the grass several times, and Dash piled on top of her, moaning in discomfort. They had made it.

Fluttershy looked around where she lie, and saw nopony else close by, aside from Rainbow Dash. The latter climbed to her hooves and continued moaning as she massaged her right wing.

“Oh, Rainbow Dash!” Fluttershy gasped, tending to her and looking over the injury. “Are you okay?”

“It's just a scratch,” Dash replied, waving her off. “I clipped a tree on my way out.” She pointed to a rotted tree at the edge of the woods; indeed, there was a large chunk taken from the trunk, as if it had been blasted away by something moving at high speed. It was even beginning to fall over on its side. “Hah!” Dash continued, finding the courage to resume her brassy attitude. “Not a bad amount of damage, huh? And that was after all that running! Boy, that Phantom Pony is lucky we didn't stick around—”

“Oh, no!!” Fluttershy squealed, interrupting her. “Run, little squirrel! Run!” Dash looked and saw the squirrel that had startled Fluttershy earlier, emerging from the same part of the trees that the two ponies had come from. It stood in the shadow of the falling tree, and glanced up at it long enough to gasp just as the weight of the plant came bearing down on it . . . .

Until a hoof emerged from within the woods and stopped the tree from hitting the ground, and the squirrel.

The little creature was frozen in shock, the bark of the tree about an eighth of an inch from touching its face. It glanced into the darkness of the woods, back at the tree, then squeaked nervously and scurried away.

Fluttershy and Rainbow Dash both sighed in relief, even as the hoof from within the woods disappeared and released the fallen tree. A split-second after the tree landed, though, the fear returned—Fluttershy saw the faint outline of a tall, slender pony in the shadows, complete with those fiery red eyes that pierced her with their glow.

“My gosh . . . .”

Fluttershy turned at the sound of a voice behind her, and was greeted with the unexpected sight of Twilight, Rarity, Applejack and Pinkie Pie. They seemed to have only just arrived, and saw those infernal eyes just as clearly as she did.

“It . . . it's true . . . .” Twilight continued in awe, “. . . the Phantom Pony . . . he really does exist . . . .”

“Well, I'll be . . . .” Applejack muttered, just as awestruck as Twilight.

Rainbow Dash seemed to see this as her time to show off her previously absent courage. “Hey, you!” she bellowed, trying her best to look and sound tough. “You better never scare my friend again, you hear me?!”

The Phantom saw them all and growled, his face the picture of evil that Fluttershy remembered. The glow in his eyes intensifying like two red suns, he slowly backed into the woods, his silhouette blending with the darkness until only his fiendish eyes remained. Soon, they too were gone from sight.

The True Mystery of Nocturne

“Rainbow Dash, what were you thinking?! You know perfectly well that it was foolish to go galloping into the Everfree Forest without a plan! Especially with that . . . thing in there! It was reckless and dangerous, and you and Fluttershy could have been badly hurt, or worse!!”

Much of Twilight's words had amounted to that effect ever since the group had reunited in front of the Everfree Forest. The six ponies had since relocated to Fluttershy's house, with Twilight's lambasting and deprecating remaining strong with every step until they had gone indoors. According to the annoyed twitch in Rainbow Dash's eye, it only seemed to get worse from there.

“Geez, Twilight, calm down,” Dash defended herself irritably. “We went in without getting hurt, we got back Fluttershy's stuff, and we got away safely! I trusted Fluttershy enough to be able to handle herself, especially when I was there to back her up!”

“But that there's the trouble, Rainbow,” Applejack countered, her face stern, “Fluttershy ain't you, and y'all should know that. Just 'cause you could handle whatever that was in them woods, don't necessarily mean Fluttershy could. Ya oughta know she can get downright yella-bellied at times.” She then turned toward Fluttershy and muttered guiltily, “Uhh . . . no offense, there, sugarcube.”

Fluttershy took no offense; she was back to being curled up on her pillow in a corner of the room, shaky and sweating after her and Dash's encounter with the Phantom Pony. This time though, she wasn't crying. She couldn't after what she had seen the Phantom do. As frightened as she was, she was also deeply mystified, and somewhat amazed. Her friends didn't seem to have seen it, and Rainbow Dash hadn't brought it up if she had, but Fluttershy knew, eventually, that she would have to address it.

“I'm afraid she's right, darling,” Rarity added as she sat next to Fluttershy, once again trying to comfort her. “There's absolutely no denying that something terrible is living in those woods. The stories they tell about this pony are absolutely dreadful! And as it turns out, they're all true!”

“Calm down, Rarity,” Twilight soothed, shaking her head, “I don't know if they're all true. Some stories about this Phantom Pony defy all logic. Besides, my point still stands that this is not necessarily a case of something supernatural. What we saw may have been scary, but it was a normal pony.”

Dash eyed her with deadpan skepticism. “'Normal'? By whose standards? Or didn't you see his eyes glow red like some kind of freak?”

Twilight merely sighed in annoyance and continued, “Look, the point is, Fluttershy had been through way too much trauma to go in there again. She shouldn't have been forced to go, alone or otherwise.”

Dash merely grumbled back, “Well, I mean, it's not like there was any other way to get her stuff back. Besides, how was I supposed to know the Phantom Pony actually existed . . . . ?”

“Come on, Rainbow Dash,” Applejack said with soft reproach, “at least say somethin' to ease Fluttershy's mind. She's hurtin' right now.”

Rainbow Dash gave a defeated sigh and walked slowly up to her still-shaken friend. “Look, Fluttershy,” she began, and Fluttershy looked up from her pillow, “I guess I shouldn't have made you go out there. I really didn't think there was anything to worry about, but I guess I was wrong. So . . . no hard feelings?”

“You saw it too, didn't you?”

Fluttershy's response seemed to take everypony by surprise. Dash looked back at her with a confused look that, soon enough, the others shared.

“Didn't you see?” Fluttershy repeated. “When that tree fell? And the squirrel was right under it? He wouldn't have moved out of the way in time. He . . . .” Fluttershy slowed down a bit, still unable to believe it herself, “. . . he saved him.”

The others all continued to stare in confusion. Applejack was the first to ask for clarification, “What in tarnation are ya talkin' about, Fluttershy?”

“I know it sounds strange,” Fluttershy admitted with a nod, “but when that tree fell over, this hoof came out and stopped it long enough for the squirrel to get away. I know it was him. Nocturne, the Phantom Pony. It couldn't have been anypony else.”

There was a protracted silence as everypony processed Fluttershy's words. This time, confusion was displayed in the form of glances thrown back and forth amongst them. The silence was broken when Pinkie Pie loudly cheered, “YAY!! Squirrel hero!”

“Oh, Fluttershy, what are you saying?” Rarity asked. “You've been a part of a traumatic experience, after all. Isn't it even a tiny possibility that you're not thinking straight?”

“She has a point, you know,” Dash added. “I mean, I was there with you, and even I hardly remember what I saw. I do know I did a real number on that old tree, so you have me to thank for that!”

Twilight looked back at Dash, mimicking the latter's skeptical look from earlier. “You mean 'to blame' for that, right? If Fluttershy is right, that tree almost squashed a squirrel.” At this, Dash could only grin sheepishly and shrug.

“But . . .” Fluttershy mumbled, still insistent, “. . . I saw it . . . .”

Twilight continued, “It doesn't matter. What's important is that you got your saddlebag back, and nopony was too badly hurt. All's well that ends well, right?”

Fluttershy shrugged and nodded, but she wasn't really paying attention. She was still focused on Nocturne's surprising act. He had no reason to save the life of a fellow creature. The only thing he'd wanted at the time (at least, from Fluttershy's perspective) was to have his trespassers ejected from his territory. He could just as easily have left and vanished back into the woods as soon as she and Rainbow Dash had escaped and reached the edge. But he chose to stay and help an animal in need. He chose to save a life that he may have felt he was entirely entitled to let die.

The scene replayed over and over again in Fluttershy's mind, and there was still no denying who it was and what he did. It made her think about what this so-called “Phantom Pony” was really like, and why he presented himself as some kind of a vicious specter. If he was capable of such a selfless act, then why make himself out to be a villain? Why scare away intruders and save a life in the same stroke? The more Fluttershy thought about it, the more she considered that, maybe, this Nocturne wasn't really what the scary stories say he was. Maybe that act of kindness wasn't just a spur-of-the-moment thing? Maybe it was a conscious act that reflected an inner nature nopony ever saw? Maybe Nocturne was only pretending to be scary to keep ponies away from him?

Maybe Twilight was right, Fluttershy thought, taking her friend's earlier words into account. Maybe we're judging him too quickly, like we did with Zecora. Maybe there's something about him that we don't see.

Maybe Nocturne's not such a bad pony after all . . . .

“So, Fluttershy, about my training session today . . .”

“Let it go, Dash,” Applejack moaned, rolling her eyes.

That night, after all of Fluttershy's animals had been tucked away for the night, Fluttershy herself prepared for bed. Off and on all day, she had been thinking about her second encounter with the Phantom Pony (Nocturne, she had reminded herself, his name is Nocturne. He's not some nameless monster. He's a pony with his own name.), and she had come to a single conclusion. Nopony would save an innocent animal from suffering a cruel end and still be considered evil. Princess Luna had once been considered evil, and had found redemption from her own demons. Queen Chrysalis (at least from Fluttershy's perspective) was only trying to help her own. Even Discord, with some finesse, could change. To Fluttershy, there really wasn't such a thing as “evil”. Ponies who were considered bad only did bad things; it didn't make them bad ponies, only misguided or misunderstood. As Fluttershy climbed into bed and covered up, she concluded that some ponies who did bad things had no conscious intention of being bad, that some ponies didn't know what it meant to do right by others.

And with no experience in being good, that meant that they had had nopony do the same for them.

At least, that was Fluttershy's way of seeing it. And as she took one more glance out the window at the border to the Everfree Forest in the distance, she was sure of what this meant for her, and for Nocturne, in the future. She laid her head down on her pillow, assuring herself of the future actions she would take based on her conclusions.

“Nocturne is a good pony. He just doesn't know kindness. Maybe if I show him, he won't be so mean anymore . . .”

The Approach

“I'm sorry I'm late, Spike!” Twilight announced as she trotted briskly into the library, a bag of newly bought ink bottles slung around her neck. “You wouldn't believe how busy the ink shop was today!”

Spike had just finished licking his claws free of crumbs. “Hey, Twilight!” he greeted her happily. “You know, Fluttershy came by while you were out, and she told me to tell you 'hi' for her.”

“Fluttershy, huh?” Twilight asked as she opened a drawer with her magic. “How is she?”

“She seemed in a pretty good mood. A little jittery, but nothing unusual.”

Twilight chuckled good-naturedly as she began levitating her new ink bottles into the drawer. “Sounds about right. Did she need something?”

“Eh, nothin' that good ol' Spike couldn't handle,” the little dragon grinned as he dusted his claws and went back to work. “Just needed a little thank-you card written up, is all.”

“Oh, really? For whom?”

Spike shrugged. “She never gave a name. Just somepony who did a good deed for a squirrel the other day, I guess. She's putting together this care package for him.”

“Hmm, that's really nice. He must be a decent pony, then, if Fluttershy is willing to reach out like tha—” Twilight froze mid-sentence, and the ink bottles caught in her magic froze with her. “Wait,” she said urgently, “what good deed? What squirrel?”

Spike shrugged again. “I don't know, something about saving its life. Sounds like a nice guy, if you ask me . . . man, that was a good cookie! Hey, Twilight, maybe after we're done today, we can go pick up some cookies! Sound good?”

No answer.

“Twilight?”

Still nothing.

Spike turned away from his cataloguing to face her. “Hey Twilight, I asked if we could pick up so— . . . where'd she go?”

Twilight had disappeared, all but one ink bottle put away; the last one spun around on the floor, as if in the wake of a gale of wind.

“La, la-la, la-la . . . .”

Fluttershy sang gleefully to herself as she cantered leisurely through town. The tension she'd carried concerning her friends and keeping her secret had already dissolved, and she was confident that her mission to reach out to Nocturne had remained hidden. She even felt a little giddy, imagining how happy Nocturne would be at receiving such a thoughtful gift. Before, she'd been worried that Nocturne might not even know what it felt like to receive a gift, but that would change very soon.

The Phantom Pony would soon know that someone in Ponyville was thinking about him in a good way.

“La, la-la, la-la, la-la,” Fluttershy continued to sing delightedly to herself, until she was stopped by a sparkling flash of light before her.

From which Twilight Sparkle appeared, her eyes narrowed and still.

“Oh! Um, hello, Twilight,” Fluttershy greeted her, trying to repress her surprise, and the sudden return of her panic, “w-what are you up to today?”

Twilight's serious look was unwavering as she replied, “Oh, nothing, Fluttershy. Just trying to prevent you from making a really big mistake.”

Fluttershy's eyes widened. She'd been caught at last. “Ummm . . . .” she tried replying calmly, hoping she could still slip out of this, “why, Twilight, I have no idea what you're talking about—”

“Save it,” Twilight's serious tone persisted, “you're going to see that Phantom Pony, aren't you?”

Fluttershy gave a small gasp, then a short sigh. “Oh dear . . . how did you know?”

“Spike told me everything. You asked him to write a message on a card for him, something about thanking him for rescuing a squirrel. Now, unless somepony else you know has been saving squirrels in the last seventy-two hours, it can only be for one pony.”

Fluttershy tilted her head guiltily toward the ground. It wouldn't do any good to keep fooling anypony. It had felt dishonest right from the beginning, and she didn't like being dishonest for any reason, even a good one. And she remembered what Applejack had always said: that dishonesty would be found out sooner or later.

“Okay, you're right,” she relented, “it's all for Nocturne.”

Twilight sighed at the sound of the name. “Fluttershy, since when did you start calling him by a name? This is the Phantom Pony of Everfree we're talking about here! It doesn't make any sense to give a name to a ghost!”

“But Twilight, Nocturne isn't just some nameless creature,” Fluttershy argued. “He's a pony, too, and he has his own name. He told me so.”

Twilight gave Fluttershy a look that was a mixture of incredulity and skepticism. “Oh, he 'told you so',” she replied. “The pony specter that's been haunting one of the most dangerous places in Equestria for decades, has his own name because he told you so?! Fluttershy, what are you thinking?” her tone went up as she spoke, and the concern in her voice quickly grew with it. “Can you even hear yourself? You've seen what the Phantom is like! He went to extra lengths just to get you and Rainbow Dash out of his home! This isn't like Zecora, Fluttershy! He's dangerous! He only scared you this time, but if you go back there—”

“Twilight, please!” Fluttershy interrupted, struggling to keep her feelings together. “I know you don't think so, I know nopony thinks so, but . . . but I think we might have been wrong about Nocturne.”

Twilight gave an exasperated sigh. “Fluttershy,” she pressed on, “you're my friend, and I care about you. That means I can't let you risk your life trying to chase this monster!”

“Twilight,” Fluttershy's soft voice slowly became strong and resolute, “Nocturne is not a monster. You may not know it, but I've done a lot of thinking about this. He never hurts anypony. You know that, right? He just scares them away. That's all anypony says about him. And he went out of his way to save a life he didn't have to save. If he were really as bad as you think he is, then he wouldn't have stopped that tree from falling, right?”

Twilight tried to argue, but her features slowly softened in response to Fluttershy's words. “Fluttershy, I . . . .”

The Pegasus nodded. “I know you're worried about me, Twilight,” she said calmly, “but he's not a bad pony. He just wants everypony to think he is so we'll leave him alone. I'm sure of it.”

Twilight tried again to rebut her stance, but seemed to draw a blank. Fluttershy was true to her word: she'd done far more thinking about this than Twilight had expected. In fact, Twilight herself looked as though it were starting to make some sense in her own mind. Furthermore, whether sense was relevant or not was itself irrelevant—Fluttershy was determined to display that rare moment where she would not budge on the matter.

After a brief pause, Twilight finally relented. “All right, fine. I trust you, but I don't trust this Phantom. So as your friend, I'm going with you to make sure nothing bad happens. If you really think he's not so bad, I'll let you go along with this, but if—”

Fluttershy gave a tiny squeal of joy and hugged her friend. “Oh thank you, Twilight! Like I said, just give him a chance. All he needs is a little kindness, you'll see—”

“Okay, okay, just let me finish,” Twilight pleaded as she was hugged. Fluttershy released her, and she continued, her earnestness returning. “Yes, I'm going with you to make sure things don't go wrong. But all I ask is that, if they do, we leave immediately. That Phantom Pony—”

“Nocturne,” Fluttershy corrected, “his name is Nocturne.”

Twilight sighed and rolled her eyes, but allowed it. “'Nocturne'. 'Nocturne', is a loose cannon. So, if things start falling apart, we run back to town. No questions, no thinking, no nothing. Safety trumps all. Okay?”

Fluttershy took a deep breath as she considered these terms. They weren't that bad, and she was sure Nocturne wasn't going to do anything bad. And she felt that it would have been difficult to do this by herself anyway. “Okay, Twilight,” she replied with a nod, “fair enough. But I'm sure everything will be fine. Like I said, Nocturne's not bad. He just needs a little kindness, that's all.”

Twilight frowned, but kept her opinions to herself from then on as the two walked together toward the edge of Everfree Forest—Nocturne’s territory.

The small creatures of the forest scurried away as they heard him coming. Squirrels, chipmunks, rabbits, mice, insects, spiders: all raced away at the sound of his hoofsteps, as it had been for many years. All ran scared at the mere sight of his shadow. All fled in fear from the glow in his eyes.

And it felt good.

Nocturne trudged through the woods, obscured by the perfect shadows cast by the trees, as he patrolled his territory. His painstaking assertion of control over this part of Everfree Forest was well-spent; nowadays, no one could even think about walking into these woods without shuddering in terror at the thought of him. He was merciless to all that were unfortunate enough to cross him, be it a ferocious bear or a harmless vole.

Or a frightened Pegasus easily prone to crying.

Nocturne stopped when he thought of her, and shook his head to clear his mind. Why would he even remember that stuttering little trespasser, anyway? She wasn't worth the effort; she'd crossed the line—twice—and Nocturne had put her back in her place, her and her spineless rainbow-maned friend. They’d both gotten what they'd deserved, especially the whiny yellow one. He had no reason to think back on it again; he had no remorse whatsoever.

Or did he?

No! he thought, firing up the glow in his scarlet eyes. No remorse! No regrets! No mercy! She just better have learned her lesson by now. Both of them. No one crosses Nocturne! Not pony or beast!

Not anymore . . .

“Umm . . . Nocturne? Yoo-hoo, Nocturne?”

Another trespasser.

The voice sounded familiar, though; he was sure he'd heard it before. It came from the edge of the woods, and Nocturne swiftly made his way through the trees and bushes in deep shadow. It was simple enough; years of exile in the Everfree Forest made it easy to see in the dark.

He would find the intruder and stop her before entering his woods. And if she managed to get inside, Celestia help her . . .

Despite the silence between them seeming to distend time, Twilight and Fluttershy reached the border to Everfree Forest reasonably promptly. The two mares glanced at each other, and Twilight spoke softly, “Are you ready for this?”

Fluttershy hesitated for a second, but composed herself, nodded, and carefully sat her basket down in the grass just outside the wall of trees and shrubs. “Well, I was thinking, maybe if we call him from outside the woods, he won't chase us. He just wanted us out before. So, maybe he won't get so angry if we don't actually go inside?”

“Whatever keeps us out of harm's way,” Twilight replied, her body tensing up and ready to act if something happened.

Fluttershy faced the trees, took a deep breath as if to scream, and called out softly, “Umm . . . Nocturne? Yoo-hoo, Nocturne?”

Knowing fully well that that call probably couldn't be heard by anyone except her, Twilight still felt the need to leave before the situation worsened. She glanced at her friend again and shrugged. “Oh, well, I guess he's not home. We'll have to try again tomorrow.”

“Oh, don't worry, Twilight,” Fluttershy attempted to quell her fear, “I'm sure Nocturne heard me. He's probably just farther away than usual right now. I'll try again.”

Twilight suddenly felt a bit disturbed by the unusual role reversal. Normally, it would be Fluttershy doing the worrying and trying to back out of the deal; to see her take charge and calm down the “cowardly one” made her mind do somersaults. She was half-tempted to look around to see if Discord was about.

“Are you there?” Fluttershy spoke to the trees again, louder this time. “I . . . I have something for you. I just wan—oh!” She stopped when she saw them—a pair of burning red eyes, glowing brightly from inside a dark shrub.

Twilight crouched defensively, but Fluttershy held up a soothing hoof. “Fluttershy, I hope you know what you're doing,” Twilight mumbled.

Fluttershy looked back and smiled. “Trust me.” Slowly, she pushed the basket toward the glowing orbs inside the shadowy bush. “Um . . .” she began, “I just wanted to give you this. It's a little something I put together for you, as . . . well, you know, as a thank you. F-for what you did for that squirrel yesterday. You . . . you saved his life.”

The eyes blinked, then shifted from side to side, as if glancing between Fluttershy and Twilight. They were then aimed at the basket, and they blinked several times again. There was a pause, then the eyes narrowed into malevolent slits, and Nocturne's light, yet vicious voice finally answered:

“This is your last warning. Stay away from me and my forest, or else.”

There was another brief pause in which Fluttershy struggled to reply. “But . . . b-but I . . . I only wanted to—”

“Did I stutter?!” Nocturne snarled from within the shrubbery. “I said get away from me. Now!” This only served to upset Fluttershy even more; little by little, her eyes widened and began to water.

“Now wait just a minute!” Twilight snapped as she stepped up, assuming the voice and posture of somepony unwilling to let her friend withstand any more torment. “Fluttershy is trying to be nice to you, and this is how you repay her? Who do you think you are?! And I thought you were decent because you saved a life! I'll bet this is the first time anypony’s been kind to you, you ungrateful, mean-spirited old—”

“NOW!!”

Nocturne's enraged roar interrupted her. At the same time, bursting from the shrubs on either side of the eyes, was a pair of enormous, ugly, scaly black wings. Fluttershy saw them, and remembered her horror from her first encounter with them, and their owner. Instantly, she squealed, hearing the sound in stereo, courtesy of Twilight's voice right beside her.

Another brief pause later, Twilight struggled to speak, but the force in her voice was completely gone. “Okay . . . uhh . . . have a nice day.” She then turned tail and bolted back to town, and Fluttershy made to follow.

She stopped for a moment, though, remembering her manners, and turned back toward the woods, and toward Nocturne's gleaming red eyes.

“Umm . . . I-I hope you like the basket.”

At these words, the eyes widened beneath the shadows of the foliage. Fluttershy saw this for only a second, but she knew perfectly well what it was: surprise. It was as if Nocturne was shocked at Fluttershy's insistent generosity. Even if it was just for that slightest of moments, he clearly didn't know how to react.

“Fluttershy, come on! Run!”

The yellow mare then snapped back to the moment, and she left with one last, “Bye.” She then raced away, calling out to her quickly-departing friend, “Twilight, wait for me!”

Good riddance.

Nocturne took a step backwards, deeper into the woods, and scowled. First, that little yellow pest he'd sent crying from the forest came back to mind, now she was back in person? What was going on here? And just what in Equestria did she even think she was doing today? She had come face-to-face with a living nightmare three days ago, and she had the nerve to come back twice? How could she possibly not have learned to stay away? Was she stubborn, insane, or just stupid?

Nocturne's disconcerted thoughts were in a rush. Three days ago, that Pegasus looked as though her encounter with the “Phantom Pony” himself had scarred her for life. Now, here she was, back at the forest, making some kind of a peace offering to the very beast that had terrified her to begin with.

And she brought company, again? The sheer, infuriating audacity!

If she expected him to be willing to forgive and forget, as if this would be some kind of ceasefire treaty, or offering to placate a vengeful spirit, she was sadly mistaken. No hatchets would be buried, and no peace would be made. That weak-willed little cretin and her friends had to learn not to cross the Phantom Pony of Everfree, even if it took every last ghoulish trick he knew. They would keep away from him, and he'd make sure they'd stay away.

However, Nocturne thought back to the Alicorn (he’d never seen one before) and her caustic words, and remembered how they made something flare up in his heart. It was vaguely familiar, something he'd struggled to suppress his entire life. It was pain: searing, debilitating pain that had threatened to cripple him again and again over the years. With it came so many thoughts, emotions, and memories he'd struggled all his life to forget. It brought back rage and fear. It brought back the tantalizing urge to release his emotions through rivers of tears. It brought back the feeling of being alone. Worst of all, it brought back a childhood of torture worthy of Tartarus. Nocturne knew then that he had to shut her up, immediately.

Luckily, his fiery eyes and demonic wings seemed to do the trick; the mouthy Alicorn had turned and run, fearful and chastened. He loved it when ponies could take a hint.

Nocturne made to return to his patrol, but something kept him in place. A faint aroma wafted through the air. Cinnamon . . . chocolate . . . it smelled incredible, unlike anything he'd smelled in years.

. . . . Cookies?

The Pegasus' last sickly saccharine word had been about the basket she'd left there. And she said she'd made it for him. Was this to be the peace offering he'd theorized earlier? And didn't he already assure himself that he wanted nothing to do with such a useless gesture? In any case, Nocturne felt his stomach growl with every tickle of his nose the scent made, and he knew he couldn't resist curiosity; he hadn't eaten in a good while.

Nocturne slowly turned back to the forest's edge and poked his head out from the brush. He sniffed cautiously at the air, letting his nose lead him to the basket that was supposedly her token of appreciation for his act of compassion (which he was already starting to regret). Despite his mental objections, his stomach only kept on churning. He was starving, and at this point, it didn't pay to be too proud or too picky. He looked around the open area outside the forest; the two mares had completely gone, and no other pony was nearby at the time, so no one was a witness to his half-appearance outside the woods. Still checking around to make sure nopony would appear unexpectedly, he gripped the end of the basket with his teeth and dragged it into the bushes. Soon, both Nocturne and the basket were gone from view.

Not even two seconds after his teeth touched the basket, the smell got stronger.

Once a good distance back inside the woods, Nocturne sat down, looked inside, and saw that there was indeed a pile of freshly-baked cookies inside. Upon closer inspection, he saw that there was also a thick wool blanket and a stuffed duck plush along with them. He pushed past the other things in the basket, took a cookie, and took a bite; immediately, he felt a burst of pleasure go off in his mouth. It was easily the best, sweetest, most delectable thing he'd ever tasted. He quickly started on another, then two more, and before he knew it, the cookies were gone.

It would be a good few minutes before Nocturne noticed the other items in the basket; even after the cookies were all finished, the pleasure center in his mind was still going haywire, and it was a feeling he admitted he hadn't experienced since before he could remember. He then saw the blanket and picked it up, and without even pressing it to his fur, it felt comfortable in his hooves. He pressed the fluffy cloth to his face, and the warmth and comfort almost lulled him to sleep right on the spot. As he took his head away and unfolded it completely, he noticed one other object fall off the top. Slinging the blanket over his shoulder, Nocturne reached out and picked up a small slip of folded cardboard; a closer look told him that it was a card of some kind. Opening it, he saw that there was something written on the inside, and with his honed night vision helping him, he read the message:

To my very special friend,

I wanted to thank you for what you did for that squirrel yesterday. That was so kind of you to save him the way you did. You had the chance to ignore him, but you chose to save him, and that tells me that there's something truly good deep inside you. I hope you can give me a chance to thank you properly someday. Until then, I want you to know that you have a friend here in Ponyville.

I hope you enjoy the cookies, and your new cuddle buddy. Be sure to stay warm, and please be safe.

Love,

Fluttershy

Nocturne was reeling. How could this be? A pony he'd taken special care to keep away from him was taking such unnecessary time and effort to be kind to him? By this message alone, it was clear that this whole offering wasn't just a paranoia-fueled apology to keep him away, as he'd originally hypothesized. She'd taken time to bake these cookies herself, and the blanket looked as though it were homemade, as well. She'd even given him a stuffed animal of his very own!

But it was that card—a simple card with a simple greeting—that showed just how little this Pegasus knew about Nocturne. It showed how annoyingly ignorant she was of who he was and what he was capable of. At the same time, though, it showed how much she did know about him. She'd seen a sliver of his good side that day when he'd rushed to stop that falling tree from crushing a squirrel, so she saw something that nopony else had ever seen. And the way she said it in the note, it seemed as though she knew perfectly well she was talking to a normal pony, and not some demented animal living in the woods alone. Ironically, she seemed to have him all figured out, and that threw the fear of Tartarus into him. She had come close to him, closer than anypony had ever been. He didn't like that, and wanted to avoid it at all costs, but at the same time, he knew he desperately needed it. It was something he had gone without for far too long—too long to even tell if he'd ever had it.

Besides: was it so foolish to want to show somepony a little compassion?

Nocturne picked up the stuffed duck plushie, and it made a soft, high-pitched “quack” sound as he gently squeezed it. How had that little Pegasus signed that note?

Fluttershy.

Nocturne would have to remember that.

Fear Itself

Twilight and Fluttershy had run all the way across Ponyville and stopped at the other side. By the time they'd reached the edge of town opposite the forest, they were exhausted and breathing heavily. Fluttershy had hoped things would turn out better, and even saw that they might, but felt awful now that things had fallen apart with Nocturne. His “last warning” made things all too clear.

Twilight's following words only made it worse.

“Well . . . .” the Alicorn heaved as she and Fluttershy gathered themselves, “that . . . co— . . . could have . . . gone . . . much worse!”

Having caught her breath at last, Fluttershy felt her heart ache from Twilight's words. “Twilight,” she tried replying, “please don't say that . . . Nocturne is good . . . I know he is . . . .”

Now breathing normally, Twilight continued, “You can't keep doing this, Fluttershy. I know you're just trying to help, but Nocturne seemed pretty clear that he doesn't want anything to do with you, or anypony else. I mean, look at what just happened. He could have hurt us. Badly.”

Fluttershy sat in the grass, her wings and ears drooped in depression. “But . . . I . . . .”

“No, no buts,” Twilight interrupted, shaking her head, “if Nocturne goes that far just to be left alone, then you can't take any more unnecessary risks. No matter how much you want to. I know it's hard, but . . . .” she hesitated, seeming to almost not want to believe it herself, at least for Fluttershy's sake. Still she spoke, her eyes and voice equal in sincerity, “You need to just let it go.”

Fluttershy suddenly felt cold. Let it go? How could she possibly turn her back on somepony who needed her, especially now that she had gone to all this trouble and gotten in so deep? Her friends were the most important thing in the world to her; how could one go without making sure they, too, have that feeling of comfort, knowing they had somepony to watch over them?

And despite everything, Fluttershy still considered Nocturne her friend.

Fluttershy didn't answer for a long time—she didn't even think she could. After a few seconds, Twilight sighed. “Look, I need to get back to the library. I'll see you later. Just . . . don't let this get you down, okay? I don't want this to upset you.”

Fluttershy nodded, unable to give a solid answer, and bade her leave. She couldn't help but believe that maybe Twilight was right. Maybe she should just leave Nocturne alone. Maybe, somehow, Nocturne just didn't want friendship . . . .

“No,” Fluttershy said to herself, admittedly scaring herself with her own resolution. “I don't believe that. Whenever I'm in pain, my friends help me, no matter what. Nocturne really is in pain, and that's got to be because he doesn't have friends. Once Nocturne knows he has friends, he'll stop trying to be so scary. Then nopony will fear him anymore.”

“Hey, Fluttershy? Who're you talkin' to?”

“EEP!” Fluttershy jumped, startled, at a voice behind her. Turning, she calmed down when she saw that it belonged to Apple Bloom; she, Sweetie Belle and Scootaloo had just arrived. “Oh, umm . . .” she tried to explain, “I was . . . well, just talking to myself, I suppose. I'm awfully sorry if I confused you, girls.”

“So, who's Nocturne?” Scootaloo asked directly. “Somepony you know?”

By now, the panic in concealing her “relationship” with Nocturne had become instinctive; Fluttershy calmed herself quickly, not letting it show. She considered Scootaloo's question, and replied with a nod, “Yes. He is.”

“So, what's so scary about him?” Sweetie Belle asked innocently.

“Hmmm . . . .” Fluttershy sighed as she considered the question. “Well, he's not really scary. He just wants everypony to leave him alone, that's all.”

“But why?” was the next question, from Apple Bloom.

“Because . . . well, because . . . .” The more Fluttershy tried to answer, the more difficult it became. Politeness pressed her to answer, and the best she could come up with was, “I’m not sure.” A thought occurred to her as soon as she spoke, and she added it to her answer, “But I don’t think he’s sure, either.”

Each of the Cutie Mark Crusaders assumed the same confused stare. There was an awkward pause, during which the fillies glanced at each other with that same look. Apple Bloom was the first to break the silence, “So . . . is there anythin’ we can do to help ya, Fluttershy?”

“Oh, no, girls, that’s all right,” Fluttershy replied and shook her head. “I’m quite sure Nocturne doesn’t want to hurt anypony. He just doesn’t know what friendship means. That’s something I can show him. At least . . . if he’ll let me . . . .” The tone in her voice lowered considerably with this last few words, and she felt the heartache return.

Scootaloo, Sweetie Belle, and Apple Bloom looked back at Fluttershy worriedly. “Are you sure?” Scootaloo compounded Apple Bloom’s question. “’Cause we can help you if you want.”

“And we might even get our cutie marks in friendship!” Sweetie Belle squeaked excitedly.

“Oh, don’t you worry about me, girls,” Fluttershy soothed, “I wouldn’t want to trouble you, anyway. Besides, if I bring more ponies with me to meet him, it might be too much for him, and I could end up scaring—” That’s when it hit her. After dwelling on it for so long, trying to divine the truth behind Nocturne’s emotions, sudden sweet clarity broke through.

“Excuse me, girls!” Fluttershy said, elated. “I have a lot of thinking and planning to do. But I think everything’s going to work out just fine! You’ll see! Bye, now!” After that, Fluttershy took to the sky and flew off for home, leaving the three foals looking even more lost than before. The last thing Fluttershy heard as she flew away was from Scootaloo:

“What was that all about?”

The more she thought about it, the surer she was. Nocturne was scared of her.

The day after her attempt at a peace offering, Fluttershy lay on her bed, chin hanging off the edge, staring at the floor and thinking. Her earlier conversation with the Cutie Mark Crusaders had brought this new theory to mind, and after considering it for most of the day, Fluttershy could hardly understand why it hadn’t been clear before; now, she couldn’t even believe anything to the contrary. She'd tried remembering Nocturne's behavior the day she met him, to pinpoint an exact moment that would support it in her mind, and remembered something in the tone of his voice. What he’d said about not liking trespassers, and her having no reason to be there, made Fluttershy feel there was something deep down underneath the rage. It was faint, almost nonexistent, but it was there.

Panic.

It was the beginnings of what must have been a paranoid fear. Nocturne had been angry, true enough, but that anger could merely have been a smokescreen for something deeper. Nocturne could have used his fury to hide the fact that he had been afraid—afraid that somepony had gotten close to him, perhaps enough to attempt to understand him. This had made him desperate to get her away from him. Desperate to be left alone. Desperate enough to at least bluff her into thinking he’d remove her by force if he had to.

In truth, he could have been just as scared of her as she was of him.

Of the nature of this supposed fear, and its origin, Fluttershy was unsure. But she figured it would have to be something large and dreadful enough to put him in the woods, or keep him there, to begin with. Was he afraid of other ponies because they’d given him a reason? Was he ever threatened by somepony? Was he shunned or mistreated because he was so different? And just when did this all start? As many questions as this brought to mind, Fluttershy couldn't help but believe it. As terrible as it was to imagine it, and as many questions as it raised instead of answers, Fluttershy felt almost forced to accept that Nocturne might just be afraid.

Painfully afraid.

Fluttershy was brought out of her thoughts by a knock at the door. She slipped off of her bed and crept past the bunny bed on the floor by the wall. “It's okay, Angel, don't get up,” she said as she approached the door, “I'll get it.”

Angel was stretched out on a pillow and relaxing, not caring in the slightest who got the door, or even if the door would be gotten at all.

Fluttershy reached her front door and opened it, pleasantly surprised by her company. “Oh! Hello, Rainbow Dash. Nice to see you.”

Standing on the other side with what appeared to be a forced smile, Rainbow Dash greeted her fellow Pegasus, “Uh, yeah. Hi, Fluttershy. Look, I need to talk to you about something.”

Sensing something in Dash’s dejected tone and strained features, Fluttershy pressed. “What is it, Rainbow Dash? Is anything wrong?”

“Well, kinda,” she explained, her tone descending a bit further. “See, I thought a lot about what happened the other day. You know, back at the forest. And I never really got the chance . . . well, I never really tried to say . . . well . . . I'm sorry.”

Fluttershy was even more confused. She couldn’t remember the last time she’d heard Rainbow Dash apologize. She’d certainly never heard her apologize like this. Tentatively, Fluttershy replied with another question, “For what?”

“Look, this isn't easy for me, okay?” Rainbow Dash said brazenly, but with a hint of a break in her voice as she rubbed the back of her neck with her hoof. “But, thing is . . . you wouldn't have ended up back in those woods if it weren't for me. Twilight was right. I should have thought it through first. If I had, then the Phantom Pony wouldn’t have—”

“Nocturne,” Fluttershy corrected. “Please, Rainbow Dash. Call him Nocturne.”

Dash stopped for a moment, looking back at Fluttershy as if she’d just lapsed into a different language. She recovered quickly and continued, “Yeah, Nocturne . . . ‘Nocturne’ wouldn’t have scared you like that if I had thought things through. But I practically forced you back in there when you didn’t really have to go. Is,” she hesitated, took a breath, and pressed on, “is there anything I can do to make it up to you?”

Fluttershy smiled, holding a hoof to her own mouth. “Rainbow Dash, that's so sweet of you to say,” she replied cheerfully. “You're such a wonderful friend!” She reached out and hugged Dash, and the latter returned the hug slowly, but securely. “You don't have to do anything for me,” Fluttershy answered Dash's question as they parted. “In fact, you really helped me that day. I got back all my little critter friends’ medicines, and I wouldn’t have been able to get them back without your help. I'm the one who should be repaying you.”

Dash shrugged, her usual confident grin returning. “Aw, well it was nothing, really,” she said plainly, then put a hoof to her chin in thought before adding, “Actually, it was pretty awesome! But I'm glad I was able to help you. You sure there's nothing I can do for you right off hoof? I mean anything. Just name it.”

Fluttershy thought for a second, then shook her head. “No, I don't think so.”

“But I kinda feel bad about this whole thing,” Dash insisted. “Are you absolutely positive?”

Fluttershy resumed pondering, but came to the same conclusion: “No. Nothing comes to mind. I wouldn’t really feel comfortable letting you do things for me, anyway, because, well, I wouldn’t want to be a bother . . . b-but if you really feel like you want to do something, I suppose I could let you know. Um, that is, if it's okay with you . . . .”

Dash smiled and nodded. “Fine by me,” she answered, satisfied. “Well, I'll just take off, then. See ya.”

“Bye-bye,” Fluttershy waved, and the two Pegasi parted. Rainbow Dash walked away, and Fluttershy slowly closed the door.

“Man, why do I feel so guilty about this?” Rainbow Dash muttered to herself, feeling frustrated as she left Fluttershy’s house. “She went through with it, we got her stuff back, and nopony got hurt. So, why do I feel bad?”

These feelings had come and gone in varying degrees since the day she led Fluttershy straight back into the Phantom Pony’s midst. Seeing that horrified look on Fluttershy’s face in the presence of the Phantom upset Dash even now, something that didn’t normally get to her like this (she’d seen Fluttershy look like that on a pretty regular basis, after all). And racing for her life out of the woods had taken a long-lasting toll on her, seemingly without reason. But there was more to feeling like this than just the humiliation from having the daylights scared out of her in front of a friend. There was also the fact that some creepy pony in the woods had gotten away with bullying somepony close to her—twice.

It made her angry. Angrier than having lost control of the situation. And she hated losing.

“That Phantom creep . . . .” Dash grumbled, remembering that intimidating silhouette and feeling enraged all over again. “Nopony gets the drop on Rainbow Dash. And nopony bullies my friends. If I ever see that coward again, Celestia herself won’t be able to help him . . . .”

Confrontation

“Okay, the meetin’ of the Cutie Mark Crusaders will come to order!” Apple Bloom tapped her hoof on the podium inside their clubhouse, and Scootaloo and Sweetie Belle looked attentively to their friend. “Now, we all know that Fluttershy’s been havin’ trouble with this pony that she wants to help,” Apple Bloom briefed her friends, “but we only know that he’s some kinda . . . well . . . .”

“Curmudgeon?” Sweetie Belle offered.

“Yeah, somethin’ like that.” Apple Bloom replied, remembering Sweetie Belle’s gift with words. “Well, we know that this ‘Nocturne’ friend o’ hers is some kinda ‘crummujin’ who doesn’t know anythin’ about friendship. We’ve been brainstormin’ since yesterday, and so far . . . well . . . .”

“We got diddley,” Scootaloo added dejectedly.

Apple Bloom sighed in response. “Yeah. Pretty much . . . .” As a result of their ponderings, theories had ranged from Nocturne being a wizened old geezer like Cranky Doodle Donkey, to him being a powerful supervillain like Discord—both of whom were shown friendship and saw the light in the end. Neither case, nor any in between, seemed to fit the current situation, mostly because of the little information they had to work with.

“Well, we know all that stuff already,” Sweetie Belle mentioned. “But we don’t know what Nocturne is like. We didn’t hear that much from Fluttershy, except that he’s always alone. We don’t know what he looks like or how he acts. We don’t even know where he lives!”

“Good point,” Apple Bloom agreed as she stepped down from the podium to join them. “I think that’s what we gotta do first. We gotta figure out where Nocturne lives so we can meet him. Then, we can talk to him ourselves, and Fluttershy won’t need to worry anymore.”

“And Fluttershy will have a new friend!” Sweetie Belle squeaked. “And Nocturne will have friends, too! So then he’ll be nicer to everypony!”

“And there’s always a chance we could get our cutie marks, too!” Scootaloo joined in excitedly. “Because if Nocturne ends up making friends, it’ll be because of what we said, and that could end up being our special talent!”

“Cutie Mark Crusaders Friendship Counselors!” Apple Bloom cheered. She put in a front hoof, and Scootaloo and Sweetie Belle mimicked her, putting theirs on top. Together, they raised them into the air for a group chant:

“CUTIE MARK CRUSADERS! YEAH!”

After a brief pause, Apple Bloom was the first to ask the necessary question. “So, how do we find out where Nocturne lives?”

There was an even longer pause as her two friends considered the question. “Gee, I don’t know,” Scootaloo answered dubiously. “But he must live here in Ponyville. I mean, I don’t know anypony that Fluttershy knows in other towns.”

“I know!” Sweetie Belle suggested. “Let’s look at the library! Twilight must have records of everypony who’s ever lived here!”

“Good idea!” Apple Bloom replied. “Let’s go!”

And the three fillies made their way to see Twilight at the Golden Oaks library.

***

Yesterday’s apology to Fluttershy hadn’t helped matters at all. In fact, all it did was sow the seeds for vengeance.

“I gotta get back at that ‘Nocturne’ creep somehow!” Rainbow Dash growled to herself. Even now, as Rainbow Dash was on her way to join Twilight for lunch (she was paying, which is the main reason Dash agreed), the resentment she had over Fluttershy’s unnecessary encounters with the Phantom Pony, on top of the pain of her failure and humiliation, burned her up inside like a wildfire that refused to be extinguished. “Scaring Fluttershy . . . embarrassing me . . . he can’t keep doing this. I may have put Fluttershy in that mess, but if he wasn't such a jerk, it wouldn't have turned out as bad as it did!I just have to give that Phantom Freak a piece of my mind! And it’s the perfect way to make things up with Fluttershy! I'll show him he can't mess with my friends and get away with it! I don’t care how scary he is. Next time I see him, he’s going down!”

“You tell 'em, Dashie!”

“YAAH!”

Rainbow Dash was startled by a voice behind her, and when she turned, she saw Pinkie Pie standing behind her, a wide grin on her face. “Pinkie!” she yelled at her. “Jeez, don't do that!”

“Sorry, Dashie,” said Pinkie, her eager smile remaining, “but I heard everything, and you're right! That Phantom Pony is a big, fat meanie!!”

At this, Dash was confused, and somewhat irritated. “Wait,” she asked, “so, you heard all that? Have you been following me?”

Pinkie nodded, her puffy pink mane bouncing up and down with her.

“And you never said anything?!”

Pinkie nodded again, bouncy curls and all.

“Well, why?!” Dash finally blew up, her annoyance coming unhinged.

“Sometimes I like to follow ponies who talk to themselves,” Pinkie explained, still grinning, “just to make sure they're not talking to me! But once I'm sure they're not, sometimes I get interested in what they're saying, and I can't stop listening! Like once, I was following Spike, and he sounded like he was talking about some romance novel he was writing! Did you know that Spike writes romance novels? Well, maybe more than one, but I only heard about the one, and it had Rarity in it, and it was so romantic—”

“Pinkie!” Dash interrupted, and Pinkie Pie stopped, looking back at her inquisitively. Dash suddenly saw this as a perfect opportunity, and requested, “I want you to do me a favor real quick, okay? Go find Twilight and tell her to take a rain check on that lunch, okay? I gotta take care of something.”

“You can count on me, Dashie!” Pinkie replied dutifully, saluting. “I'll tell Twilight all about your epic quest to defeat the evil Phantom Pony!” Suddenly, the pink mare unleashed a mighty gasp. “OH!! I get it now! That’s who those cookies were for! I knew Fluttershy was making you hero cookies! And you deserved those hero cookies! YAAAAAAY, RAINBOW DAAAAAAAAASH!”

And she hopped away, singing a victory song for Rainbow Dash at the top of her voice.

Rolling her eyes at Pinkie Pie's zealousness (and not having a clue what cookies she was talking about), Rainbow Dash turned and made a new path. Her destination: Everfree Forest.

The Phantom Pony's territory.

***

Sitting at the outdoor café where she had planned on having lunch with Rainbow Dash and Spike, Twilight involuntarily thought back to hers and Fluttershy’s encounter with the Phantom Pony yesterday. Just the thought of those monstrous wings casting a shadow over her made her shiver. Ever since, the Alicorn had been worried about her compassionate friend. Fluttershy’s assessment of the mysterious pony was completely illogical to Twilight; if he was willing to go to such lengths to be left alone, why did she have such a problem with that? Twilight did understand, though, how broken up Fluttershy was; being a student of friendship herself, Twilight was always under the impression that friendship could solve any problem, up until now. But the Phantom had made it clear yesterday. As difficult as it would be for either of them to admit, Fluttershy’s kindness simply wasn't enough—it was entirely possible that the Phantom just didn't want friendship.

Twilight’s thoughts were interrupted by Spike pounding limply on the table. “Food . . . .” he whined as if he hadn’t eaten in weeks, “must . . . have . . . food . . . .”

“Oh, Spike, relax,” Twilight chuckled. “Rainbow Dash should be here any minute.”

“Easy for you to say,” Spike grumbled back. “I wanted Fluttershy to come, but I’m starting to feel glad we didn’t invite her. At this rate, we’d take forever just to order!”

Twilight sighed and rolled her eyes. “Spike, I want to show Fluttershy some sensitivity,” she explained. “I wanted her to come too. But she’s been needing some time to herself lately.” As easy as it would have been for Fluttershy to say yes, Twilight knew after what happened with “Nocturne” yesterday, Fluttershy was still having trouble coming to terms with this dead-end she'd reached with the Phantom. She needs a little time, Twilight thought to herself with a sigh.

After a few minutes, Twilight began to worry. As overly dramatic as Spike was acting about this, Twilight had to admit, it was a bit strange. It wasn't like Rainbow Dash to be late for anything (or to be slow, however it was interpreted). She looked up and down the road that their table stood next to, and saw movement from one end of it—a pony in the distance grew in size as she approached. Twilight was relieved at first, but then she heard the mare’s voice and saw her come into perfect focus almost simultaneously:

“HIIIIIIIIII, TWILIIIIIIIIIIIIIIIIGHT!!”

Twilight and Spike turned to see none other than Pinkie Pie bouncing up the road towards them. She appeared to be singing some sort of epic ballad in Rainbow Dash's honor. She stopped right in the middle of the road, next to the café and Twilight and Spike’s table. “Hi, guys!” she greeted them much more calmly at close range. “Just the pony and dragon I wanted to see!”

“Uhh . . . hi, Pinkie,” Twilight greeted her dubiously. “So, why are we 'just the pony and dragon you wanted to see'?”

“Yep, that's what I said!” Pinkie confirmed before answering. “Welp, I was hopping along earlier today, off to the store to get some alligator disinfectant, ‘cause it’s really hard to make at home, even though the store brand is smelly and never washes out, and I saw Rainbow Dash, and she was all like, 'Fluttershy's all upset', and, 'I’m all grumpy and indignant', and then she went, 'I'll show that guy!', and I was all, 'YAAAAAAY, RAINBOW DAAAAAAAAASH!' See, told ya that's what I said, 'cause that was copied and pasted! And then I scared her, and then I talked about Spike's romantic novel with Rarity in it, and then—”

“Pinkie!!” Spike yelled out urgently, interrupting her; he was dragging his paw across his throat. “Ix-nay! Ix-nay!!”

“Wait, hold on,” Twilight stepped in, still confused. “Who was she talking about? She'll show whom?”

“The Phantom Pony!” Pinkie said with a grin. “That's why she told me to tell you she won't be here! She’s off to teach him some manners! And I know Dashie's going to give that old stinker a good what-for!”

“WHAT!?!”

“Yeah,” Pinkie agreed, “and a 'for', too. That makes ‘what-for’!”

“Is she crazy?!” Twilight screamed. “She has no idea what Nocturne is capable of! All Fluttershy did was pass through his territory, and he scared her out of her wits! If that’s all he does to a trespasser, who knows what he’ll do to Rainbow Dash?!”

Spike looked at Twilight, looking more than a little befuddled himself. “Who's Nocturne?” he asked.

“I'll explain on the way!” Twilight replied urgently, jumping from the table. She turned to her Earth pony friend. “Pinkie! We have to get to the Everfree Forest! I don't care how tough Rainbow thinks she is! She doesn't know what that Phantom could do to her!”

Pinkie looked concerned for a moment, but was more than up for the task. “Da-da-da-da, da-daaaah!” she announced a cavalry chant, “CHAAAAARGE!!” And she zoomed back up the road where she’d come, leading the way.

Twilight and Spike left the café (Twilight left a few bits on the table beforehand) and broke into a run behind Pinkie, outputting all of their energy just to keep up with her. “Hey, Twilight!” Spike called out as they sprinted, “I don’t know who this ‘Nocturne’ guy is, but is he really bad enough to take on Rainbow Dash?”

“It’s not a question of if he can, Spike!” she answered frantically. “It’s what he’ll do to her when he does!” I don’t even want to imagine that, Twilight finished in thought as she, Pinkie and Spike raced from the cafe.

***

“HEEEEEY!! GET OUT HERE, YOU PHANTOM CREEP!! GET YOUR PLOT OUT HERE THIS MINUTE!!”

Rainbow Dash paced angrily in front of the border to the woods, waiting for the Phantom to come out and face her. On her way over, her anger had intensified little by little; getting away with upsetting her friend Fluttershy and scaring them both shamefully seemed less and less like the primary offense within seconds. Sure, up until a few days ago, she thought “the Phantom Pony of Everfree” was just a myth, but it was still no excuse to force Fluttershy to face him again. She was responsible for this mess, and she was going to make it right by making sure “Nocturne” learned his lesson. After she was through with him, he would never come after Fluttershy again.

But this wasn't just to make Fluttershy feel better; this was personal.

“Aw, forget this! I’m done waiting!” Dash fumed before she jumped through the trees and began pushing through the dense green of the forest. “If he’s not gonna come out and face me like a stallion, then I’ll go straight to him! I’ll humiliate him on his own home turf!” Dash lumbered through the thick grass and shrubbery, obscured on all sides by ever-darkening shadow. Her ire swallowed her fear; no creature, great or small, harmless or hazardous, would frighten her now.

“Hey!” Dash bellowed, stopping occasionally to glance around. “You listening?!” The sounds of her ruckus sent scores of small animals running in frightened scatters. “Show yourself and face me like a real horse! You think you can make my friend cry?! You think you can humiliate me?! Don’t you think for a minute that you’re gonna get away with this! You're nothing but a coward! You hear me?! A coward!!”

Nothing happened.

For a long while, there was nothing but silence. Even the sounds of the forest had been all but quenched; the crickets had fled the scene after Dash's loud arrival. “Yeah, that’s what I thought!” Dash roared, the Phantom’s perceived absence making her courage swell. “I knew you couldn’t handle the toughest Pegasus to come outta Cloudsdale! And don’t you even think of try—” Dash stopped, freezing in place when she saw something in a low corner of underbrush. She turned her head slowly towards it, and there they were, summoned up right on cue—two burning red orbs.

The radiating pools of red blinked, and their owner stepped out from the cover of the shadowed brush, wings twitching feverishly at his sides. “It was foolish of you to come back here,” the Phantom’s voice spoke dangerously low. “I have no fight with you. Get out, now, or I’ll make you regret it.”

Dash was silent for a time, the classic curse of unpreparedness stifling her words and movements. She quickly recovered, though, and made a daring attempt to save face. “Hah!” Dash barked, flaring out her own wings. “That's a laugh! I mean, look at you, acting all big and tough from inside the darkness! I'll bet you wouldn't be so intimidating if I could see you!” She was now making conscious effort to keep her underlying fear from breaking her voice.

“Last chance!” the Phantom warned, his voice seeming to chill the dark air. “Leave! Now!”

“Or what?!” Dash challenged, her brashness growing with the Phantom’s hesitation. “You’ll scare me and send me flying away? I’m not Fluttershy! I won’t cry just because you look big and scary! You’re not even a threat! You just turn on the flash and growl a little bit while you hide in the woods! You won’t even step outside the border, will you? You might think you’re bad, but you’re nothing but a cowardly freak!”

The Phantom's eyes widened at that last word. It was as if it had triggered something in him, something ominous. And Dash sensed it immediately when the Phantom’s widened eyes slowly began to narrow once again.

“Say it again.”

The command was nothing short of a counter-challenge. Still, Dash’s slowly draining valor had a sudden, strong effect on her constitution. The fear she’d thought her anger had overtaken was now back, and prominently on top. “Wh- . . .” she tried to reply, “. . . wha—”

“SAY IT AGAIN!!”

At this, Dash’s strength of heart vanished instantly. She released a slight whimper that even she didn’t remember making.

The Phantom approached her, his gargantuan, demonic wings spreading slowly and the red light intensifying in his eyes; soon, the light was almost blinding. Dash backed up, her fright now taking full control of her body. With every step he took forward, she took one back, until she felt the rough surface of tree bark bump against her behind. Her breathing quickened, her eyes widened, and her whining continued.

“That’s what I thought,” the Phantom snarled, his words a callback to Dash’s earlier arrogance. “Now, let me clarify the precarious situation those words have just landed you into.”

And with that, he bared his teeth, stood on his hind legs, and gave a powerful roar that seemed to shake the woods around them. He stretched out his frightening wings to their maximum span, knocking over the remnants of a rotting tree with one of them. Now, it had become abundantly clear to Rainbow Dash that she had been a fool.

She never even saw his hoof coming . . . .

The Monster He Truly Is

After strolling through town for a good few minutes, Fluttershy began to realize she needed to get out more. Staying indoors for two days had made her feel cramped and depressed, especially with her interactions with Nocturne weighing so heavily on her mind and heart. Now that she was outside, she could see a brightly-shining sun, and could breathe in wonderful fresh air. She had felt her mood perking up soon after leaving, and it had finally erased all her ill feelings after only a few minutes. It felt so much better than sitting at home worrying all day.

She still couldn't help but think about Nocturne, though. Fluttershy had gone back to the edge of the forest earlier in the day to see if her basket was still there, and was thrilled to see that it was gone. She was sure he’d taken it, and she wondered if he’d enjoyed it. I certainly hope he did, she thought, feeling some worry for him almost as she would for a young foal. I just hope he's doing all right. All I want is for him to be happy.

WOOSH!

From out of nowhere, somepony had raced right past Fluttershy, sending her spinning out of control for a few seconds. Fluttershy slowed to a stop, and stood dizzily, trying to regain balance. Once her bearings were restored, Fluttershy looked up to see Twilight Sparkle and Spike running up to her. “Pinkie, wait up!” Spike yelled.

“Twilight! Spike!” Fluttershy called out to them as they approached. “What’s going on? Are you all right?”

The pair stopped in front of Fluttershy, panting with exhaustion. “Oh . . . hi, there . . . Fluttershy . . . .” Twilight greeted her through labored breaths. “Didn’t think . . . we’d see you today . . . .”

A second later, the pink blur that had disoriented Fluttershy moments ago returned. “Oopsie!” Pinkie Pie squeaked. “Sorry 'bout that, Fluttershy!”

“Oh, it’s all right, Pinkie,” Fluttershy assured. “Um, I’m awfully sorry if I interrupted anything. Were you trying to get somewhere?”

“Awww, it’s no big deal!” Pinkie Pie replied with a grin. “You see, Twilight and Spike were having lunch at that cafe we were just at, and then I came by, and I said ‘HIIIIIIIIII, TWILIIIIIIIIIIIIIIIIGHT!!’ Hey, that was copied and pasted, too! That’s just lazy! Well, anyway, I said Twilight and Spike were just the pony and dragon I wanted to see, and Twilight asked why, and I said that I heard Rainbow Dash say—”

“PINKIE PIE!” Twilight screeched over her. “Not now!!”

Pinkie Pie stopped and looked at Twilight strangely. “Nuh-uh!” she replied. “That’s not what I heard Dashie say—” She froze for a second and glanced down at her knees; they were knocking together as she stood. The shaking slipped all the way up her front legs and into her shoulders, neck, and head, and as she looked up, it stopped at her ears, making them flap around in circles. With another look behind her, she saw the shaking in her back legs shimmy up to her flanks and her bottom, until it stopped at her tail, which twisted around into a tight curl by itself, bounced back to normal, and repeated in the other direction.

“Ooooh! Pinkie-Senses tingling!” she concluded. “But this is kinda new! I've never felt this combo before! It must have to do with Dashie!” She then promptly facehoofed. “D'oh! That's right! We need to get to Everfree!”

Fluttershy easily remembered Pinkie Pie's uncanny precognitive abilities; they still baffled her and most everypony who knew about them, but she knew better than to question them. They were almost always right. “Umm, what’s going on with Rainbow Dash?” she asked, making it as plain as she could that she was not yet up to speed.

“Oh my gosh, that’s right!” Twilight gasped. “We have to move fast! Fluttershy, you have to come with us! Rainbow Dash went to confront Nocturne! And Pinkie's sense has always been right, so this has to mean she’s in trouble!” Twilight obviously still remembered her own (painful) experiences with Pinkie’s prognostication skills.

“Trouble?” Fluttershy replied, confused. “With Nocturne? Oh, no, Twilight, don't say that. I know Nocturne is scary, but he’s harmless. He wouldn't hurt a fly. I'm sure of it.”

“That’s not the point, Fluttershy!” Twilight snapped. “You heard Pinkie! Rainbow Dash is in peril! And if she went after that Phantom, who knows how he’ll retaliate! We have to help her!”

“Twilight, I really do think you're wrong,” Fluttershy argued (to the best of her ability). “I mean, she could be running away from some monster in the woods. Nocturne may not even be a part of it at all. You know that Pinkie’s Pinkie-sense doesn’t give specifics.”

“I'm not taking that chance! We don't have time for this 'he's just misunderstood' song and dance! We’re saving Dash from the Phantom Pony, and that’s final!”

“But Twilight, I’ve told you. He’s not a bad pony. And his name is Noctur—”

“DAAAH!” Twilight finally bellowed. “That’s it! Pinkie, grab her!”

“Okey-dokey, Lokey!” Pinkie answered dutifully, and she seized Fluttershy, stowing her under her right front leg as if she were a package, and running with the other three legs as the two ponies continued toward the woods, leaving Spike in the dust.

Spike ran after them, heaving in breath after tired breath. “Hey . . . .” he wheezed, “you guys . . . wait for me!”

“Come on . . . hold still and fight fair, you creep . . . .”

Rainbow Dash had tough words, but they hardly sounded tough. She sounded weak and hoarse, and she actively held back groans of pain, half-succeeding and half-failing. But still, she stood her ground—on her hind legs, no less—waiting for the Phantom to reappear and strike.

“What’s . . . the matter? You . . . gettin’ tired? Don’t tell me you’re . . . wimping out on m—AARRGH!!”

From out of the shadows, the Phantom Pony leaped, striking the backs of her legs and sending her tumbling to the ground. He was as quick as a flash of light, and seemed as intangible as a wisp of smoke. This had been his strategy from the beginning, and it was working. Rainbow Dash wasn’t nearly as good a fighter as she usually was, against an opponent she couldn’t see.

“Ch- . . . cheap . . . shot . . . .” Dash spat defiantly, her aches increasing with the strain on her voice. “You . . . you ain’t bad . . . you ain’t . . . noth—” Her last word escaped her as the Phantom struck again, tackling her and slamming her back against a tree. She felt the rough bark press into her fur from behind, and the force of the blow combined with the mind-numbing pain of being crushed against the tree inhibited her movements. She could barely move her wings fast enough to take flight. She couldn’t even move her limbs hard enough to strike back (not that she could reach—his legs were long and helped him keep his distance). She felt the air in her lungs squeeze out, her chest felt as though it were on fire, and she coughed and sputtered in desperation.

The Phantom’s eyes bore into hers, glowing with the red-hot intensity of a bonfire. It even felt as though it were giving off heat. Dash may have struggled outwardly out of retaliation, but her struggle came from something much worse. She knew she might not get out of the Everfree Forest alive.

The Phantom Pony spoke in a vicious growl that sounded almost like the bonfire that his eyes imitated:

“Who’s the freak now?”

Fluttershy sighed wearily as Pinkie continued carrying her around like a small hay bale, with Twilight and Spike close by. It was only when the group finally arrived at the border to the Everfree Forest that Pinkie set Fluttershy down gently in the grass.

“Okay, everypony,” Twilight said as she scanned the area, “hopefully were not too late. We need to see for sure whether Rainbow Dash got here before us and—”

“Uhh, Twilight?” Spike interrupted. When Twilight turned toward him, he pointed a claw at the border to the woods; a large break in the foliage stood out close by, as if it were a mouth with which the forest screamed that Rainbow Dash was responsible.

“Oooookay . . . .” Twilight replied, sounding sheepish, before she spoke to the whole group as if rallying the troops. “Okay, let's go. Everypony stay together. The Phantom Pony can't defend against all of us.”

“Wait,” Fluttershy spoke up, stopping them, “I'll go. I know Nocturne wouldn't hurt anypony, but if we all go, he'll think we're ganging up on him. And I don't want him to think we're bullies.”

Twilight sighed at Fluttershy's insistent gentility. “But Rainbow Dash is in there, most likely yelling her head off and making a scene! How will the Phantom not want to—?”

“Please, Twilight, call him Nocturne.”

“Ugh, fine!” Twilight grumbled before resuming. “How will ‘Nocturne’ not want to react to that? How could he not defend himself? Do you honestly think he won’t get hostile, especially after what happened with you?”

“Twilight, please,” Fluttershy insisted, “let me go in. I know I can get Nocturne to listen to me. And I can bring Rainbow Dash back safe and sound. I know I can.”

Twilight appeared to consider the options. Fluttershy's track record with Nocturne wasn’t exactly stellar, and they both knew it: hence her reluctance. But even Twilight had to admit that Fluttershy raised an excellent point; if all of them went inside, Nocturne would become even more defensive, and that would almost certainly make things worse. Furthermore, Fluttershy knew that Twilight remembered all the points in her favor; this was the same Pegasus who could stare down a cockatrice, wrestle a bear, and tame the creature she feared the most—a full-grown dragon.

Admittedly, she could be a real beast herself when she wanted to be.

“All right, go ahead,” Twilight sighed, relenting. “Just yell if you need us, and we'll come for you, okay?”

“Be careful, Fluttershy,” Spike insisted. “I don't wanna see you get hurt in there.”

“Good luck, soldier!” Pinkie Pie cried out, saluting. “Today, we celebrate our Independence Day!!”

Fluttershy nodded, gave each of her friends a hug one by one, and stepped through the hole in the green and into the shadows. Everfree was just as dark and scary as ever, but this time, she wasn't afraid. She couldn't possibly be afraid. If Pinkie Pie’s senses were correct, Rainbow Dash was in danger, and Fluttershy could never show fear while her friend could be in trouble. Whether it was really Nocturne or not, however, was still unclear, but she didn't think it was likely. She was absolutely certain that Nocturne was harmless.

“RAINBOW DASH!!”

She saw her, and that familiar horror began to shoot through her body. Rainbow Dash was being pinned high up against a tree, flailing and coughing and struggling to fight back. Her body was covered in bruises, her left eye was blackened, her lip was bleeding, and one of her wings appeared to move stiffly, as if it were sprained or broken. Standing on his hind legs and pressing Dash against the tree by her chest with one forehoof, was Nocturne, teeth bared and scarlet eyes aglow.

Try as she might, Dash couldn't reach Nocturne with her shorter limbs. Even flapping her wings proved hopeless; the tree trunk behind her crushed her wings against her back, making them hardly usable even without the sprain. “Wh-what are . . . what are you doing here . . . Fluttershy?” Dash strained, her voice sounding agonized in spite of her tough talk. “I-I got . . . got him on the ropes . . . .”

“Nocturne, put her down!” Fluttershy bellowed, seizing all the courage in the world. “I mean it! You put my friend down right this minute!!”

Nocturne glanced at Fluttershy, and his fiery eyes narrowed when they found her. The tension stretched to unbearable levels, and Fluttershy felt the need to scream at him again. But soon, Nocturne looked back at Rainbow Dash, moved his face closer to hers, and growled, “Remember this.” And with a swift sweep of his pinning hoof, the stallion tossed her aside, flinging her to the ground a foot or two away from Fluttershy.

Despite the rough landing, Dash made to stand up immediately. “You . . . you done already?” she wheezed, forcing herself up onto her shaky legs. “I was . . . just getting warmed up . . . ow . . . .”

Fluttershy was struck dumb. After being so sure that Nocturne was incapable of harming other ponies, this sight crushed her—she could feel the pain pierce her deeper than the horror. “Nocturne . . . .” she whispered, incapable of anything else for a few seconds. Then the sight of her battered friend made her seized fury return with a vengeance. “Nocturne, how could you?!” she screamed at him.

“Shut up!!” the Phantom screeched back, easily matching her ferocity with his own. At this, Fluttershy squeaked nervously and did as told. “You were both warned!” he continued. “She got what she deserved!” He stepped backwards and into the deeper woods as he continued growling his warnings. “I see you again, I won’t hold back. For both of you . . . .” He slowly closed his eyes as he moved backwards, and it was as if those flaring red lights were the only thing remaining of him in the darkness. When they vanished, so had he.

Fluttershy fought hard to shake off her overwhelming relief, then turned to her friend. “Oh, Rainbow Dash!” she cried, rushing to her side. “Are you okay? I'm sorry this happened! I’m so sorry! Please forgive me!”

Dash still wavered a bit, and she stumbled every few seconds on her injured legs. She continued to stare angrily into the darkness where Nocturne once was, muttering angrily to herself, “Yeah . . . you . . . you better run . . . .”

After some effort, strain, and a lot of limping, Fluttershy and Rainbow Dash emerged from the woods, the latter leaning on the former. On the way out, Fluttershy tried as hard as she could to sort out her conflicted mind, but it was no use. Nocturne scared her into tears and sent her running, but saved the life of a squirrel the same day. He took the gift basket she made for him yesterday, but brutalized her friend today. Just who was this Phantom Pony, and why did he do these things? Just why was he the way he was?

And why did Rainbow Dash try to confront him?

“Fluttershy! Rainbow Dash!” Twilight called to them as they came through the woods. “Thank goodness you made it out! Oh, my gosh, Dash, what happened to you? What did he do to you?! Do you need help?”

“No, I'm fine,” Dash replied, shaking her head. “That Phantom’s tough, but not tough enough to put down old Rainbow Dash!” She gave a hearty laugh, but it ended in a cough and a moan of pain.

Fluttershy was about to correct Rainbow Dash, but at this point, she couldn’t muster the effort. Name or no name, even she couldn’t describe what she just saw in those woods.

“Rainbow Dash, that was really irresponsible!” Twilight admonished. “You should have at least told us you were coming here beforehand! You should have just stayed away from the Phantom altogether! What was even the point of provoking him?!”

“I couldn't . . . unh . . . I couldn’t let him get away with . . . ergh . . . with what he did to Fluttershy,” Dash replied earnestly, now outwardly fighting the pain that riddled her body. “She didn't have to take that bull from him. It's all . . . ugh . . . his fault.” She slowly lowered her head, and guilt crept into her voice as she added, “And mine . . . .”

Fluttershy heard the sincerity of Dash's words, and couldn’t help but share the guilt. After all the kindness she'd shown Nocturne, even after seeing a different side of him for only a moment, she was convinced that he was a decent pony. But after all of that, she was wrong.

The Phantom Pony of Everfree was every bit the monster they said he was.

“Oh, Rainbow Dash,” Fluttershy murmured, feeling the tears starting to well in her eyes, “I really thought he was a good pony. I . . . I really believed he was harmless . . . I’m . . . I'm so sorry . . . .”

“Nah, don't apologize,” Dash replied, shaking her head again. “This was my own fault. I went in blind, and he had the home field advantage, but . . . ow . . . but I won’t let him get me next time!” She sighed, then moaned in pain again. “I guess I just had something to prove . . . .”

“What could you possibly have to prove, Rainbow Dash?” Twilight asked in a judgmental tone. “This isn’t about you getting back at Nocturne for scaring you, is it?”

“Well, yeah, that’s a part of it, okay?” Rainbow Dash sounded conflicted, her typical “show no emotions” attitude battling hard against the trauma she’d just been dug out of. “But it’s not the whole thing,” she continued. “I wanted to . . . unh . . . I wanted to prove I wasn’t scared of him, but . . . well, I also wanted to prove that I wasn’t a complete jerk, okay? I mean, you only needed to go into those woods once this week, but I . . . .” She cut herself off and looked away for a moment, her eyes on the ground. After a minute, she looked back up at Fluttershy with resolve in her eyes. “I'll never come down on you like that ever again. I promise.”

At first, Fluttershy was confused at what she meant, but in moments, she thought back to Dash’s words from four days ago. She remembered Dash being firm and unyielding on the subject of Fluttershy’s disposition, and how she needed to be more assertive to get what she wanted. Once Fluttershy remembered that it had been after this that the two had encountered the Phantom Pony of Everfree, it all made sense.

Smiling, Fluttershy reached out and hugged her friend (gently, to avoid hurting her more). “You're a great friend, Rainbow,” she soothed. “And it was so brave of you to go through all this just to defend me.”

“But Fluttershy, I failed,” Dash lamented. “I went up against the Phantom, I thought I could win, and I failed again.”

“Shh,” Fluttershy replied serenely. “That doesn’t matter. I’m just glad you’re okay. Let's get you to the hospital so you can rest, okay? A few days of care, and you’ll be fine.” No further argument was made. The two made their way back to town with Twilight, Pinkie Pie and Spike, each taking turns letting Dash lean on her as they walked.

“Fluttershy?” Twilight spoke up as they moved. “Look, uh . . . I know ‘I told you so’ isn’t what you want to hear right now, but—”

“Twilight,” Spike interrupted, “I don’t think now is the best time.” He gestured his head over to Fluttershy, and Twilight glanced at her. The Alicorn was silent for the rest of the walk.

From the moment they left the woods, Fluttershy struggled to hold back her tears. I really am wasting my time with Nocturne, aren’t I? she thought miserably. I guess it’s just impossible to show somepony kindness when they refuse to accept it. And after this, I . . . it really is true.

Nocturne . . . the Phantom Pony . . . really is a monster . . . .

Nopony saw a small tear slip down Fluttershy's cheek.

Nopony saw tears shed by another pair of eyes, either.

Deep in the Everfree Forest, veiled by shadows and far from the eyes of others, another pair of eyes poured out far more tears than Fluttershy. The sobs were pained, miserable, and unashamed, and came from those deep, crimson eyes that hadn’t cried like this in years. Those eyes, under the shadow of a white hat and buried in the soft yellow fluff of a duck plushie . . . .

Ditzy Delivery

Fluttershy stared out the back window of her cottage, sighing miserably.

She just couldn't understand how it could be this way; she was so certain that Nocturne's wicked behavior was just a façade for his pain and sadness. But he had made it all too clear yesterday that he fully intended to continue convincing the world that he was truly irredeemable. Because of him, Rainbow Dash had been badly injured, and he even threatened to do the same—maybe worse—to Fluttershy herself should she ever return. Fluttershy, who had treated Nocturne with nothing but compassion and understanding, had been threatened with harm by the very pony she'd shown such kindness to. Since that fateful day that she had helped a limping Rainbow Dash out of the woods, she’d sensed that foreboding feeling that all of her efforts were wasted. In a deep, distressed part of her mind, she was convinced that Nocturne really was a monster, just like all of Ponyville said he was.

But even so, Fluttershy refused to give up.

She had spent the last hour writing out her own letter to the “Phantom Pony”, offering another chance at a truce. Yes, she had foolishly thought that Nocturne was just another pony. Yes, she was wrong in assuming he'd never hurt anypony else. And yes, his true nature appeared to be revealed. But Fluttershy knew that, despite how convincing the act appeared to be, that it was still just an act. There was still a small, yet inexorable light deep inside Nocturne’s heart, and she was determined to dig deep and find that kind light in the darkness. Nopony was beyond redemption, and Fluttershy wanted to make absolutely certain that Nocturne knew that. If he really was a monster, then now was time to soothe the heart of the savage beast with Fluttershy's best quality—kindness. It had worked before (Fluttershy couldn’t imagine what else he could have done with the gift basket she had given him), and she was sure it would work again. At the very least, it would get him to leave Ponyville's citizens alone; at most, it would give Nocturne a better path to follow. A path to decency, warmth, and gentility.

Fluttershy finished writing her letter on her own (since Spike had inadvertently revealed Fluttershy's intentions last time, she had opted not to have him write it this time), and read through it a few times to make sure it looked okay, and that all that needed to be said had been said:

Dear Nocturne,

I know you're probably angry with me about bothering you so often. I understand if you are, but please, don't be. The day we met, when you scared me away, I didn’t know what I was about to see. But now that I've seen it, I'm sure that there is so much more to you that what you show everypony. I don't know why you hide from ponies and scare them away if they get too close to you, and I'll probably never know why you hurt my friend Rainbow Dash, but whatever your reasons, I wish you would find some way to let it all go. I want you to be happy and at peace, but I can't keep trying if you keep acting so cruelly.

Yes, I said “acting”. As silly as it sounds, I know there's still good in you. I don't know how I know, but I know there is. I'm not sure if you hide your heart away on purpose, or if you just can't help it, but I believe that all ponies are good deep down. You're no different. What you did to Rainbow Dash was mean and cruel (I'm awfully sorry, but it was), but I'm sure you only did it because, deep down, you believe it too, and you don't want anypony to see that.

I hope you can show me the good in you someday, Nocturne.

Please, take care of yourself.

Love,

Fluttershy

She folded up the letter and tucked it safely in a fold under her wing. One more time, she thought to herself, I'll only go back one more time. She wasn't sure how she would get this letter to Nocturne without incensing him again, and she was even less sure, if she found a way, that Nocturne would ever see this letter. But she couldn't give up on another pony in pain. Even if Nocturne really was a vicious, irrepressible beast, she couldn't give up on him now. It would be cruel to turn away now, and while Fluttershy was not perfect, she could never be deliberately heartless.

As long as she could keep trying, she wouldn’t rest until Nocturne knew he had a friend.

Fluttershy snuck past a still-sleeping Angel; it was early enough in the morning that he didn't have to wake up just yet. “You just stay right there, sweetie,” Fluttershy whispered. “I'll be right back.”

Sweetie Belle replaced another book on Ponyville history on the shelf. “Nothing here,” she despaired.

Apple Bloom had returned another book at about the same time. “Nothin’ here, either,” she lamented.

“This is getting to be pointless,” Scootaloo added, only halfway through another book. “We’ve searched this library from top to bottom for two days. There’s nothing here about Noc—”

“Shhh!” Apple Bloom hurriedly put a hoof over Scootaloo’s mouth. Twilight and Spike were within earshot, and the trio had agreed to keep this research a secret. “This is s’posed to be a surprise for Fluttershy, remember?” Scootaloo nodded, wide-eyed, before the young Earth pony pulled back her hoof. Scootaloo spent the next few seconds moving her tongue around in her mouth in disgust.

“Well, maybe we’re just not looking hard enough?” Sweetie Belle suggested. “Maybe there’s a whole lot more books that we just haven’t looked at yet?”

“Are you kidding?” Scootaloo asked, irritated. “We must have turned the ‘History’ section upside-down! If we actually found the book we’re looking for, I’d be surprised if we didn’t get our cutie marks just for finding it!”

“Hmm . . . .” Apple Bloom glanced pensively around the library, as if hoping the answer would jump out at her within minutes. “I think we’re workin’ too hard, girls,” she assessed. “We ain’t been workin’ smart. We’ve been lookin’ in history books an’ all that, but Noc—uh . . . he ain’t been around very long, I don’t think. Maybe we need to look at somethin’ a bit more . . . ummm . . . .”

“Contemporary?” Sweetie Belle supplanted, grinning.

“Yeah, that,” Apple Bloom agreed. “Ya know, recent stuff.”

“We looked at every history book here,” Scootaloo rebutted, “even the recent ones. We didn’t find anything on him.”

“Then maybe we oughta go from books to somethin’ else? Like, maybe, newspapers?”

“Great idea!” Sweetie Belle squeaked. “If we can find something in the newspapers about him, it’ll be bound to tell us more about where he lives in town!”

All three of the Cutie Mark Crusaders nodded in agreement, and Apple Bloom walked up to the desk Twilight sat at. She was currently scribbling away at a piece of parchment with a quill, possibly hard at work on some important princess matters. “Hey, Twilight?” asked Apple Bloom. “You wouldn’t happen to know where the newspaper section is, would ya?”

Twilight looked up from her work, released her quill pen from her magic, and smiled back at the filly. “Of course I do!” she replied. “Second floor on the far wall. Spike,” she then turned to address her assistant,” could you show them, please?”

Spike approached Apple Bloom and bade her follow. “Right this way,” he said with a helpful smile. Apple Bloom followed, and when they passed by the other two fillies, they followed, as well.

“I’m so glad you girls are learning more about Ponyville’s roots!” Twilight called out to them as they left. “Researching the past is one of the great joys in life, don’t you think?”

As the threesome followed Spike up the stairs, they grinned and chuckled sheepishly at one another, vaguely agreeing. All of them kept silent on their true goal in studying Ponyville’s history.

Each step she made toward the forest, even right from her own front door, reminded Fluttershy of that first day she’d faced the “Phantom Pony of Everfree”. So much had changed since then; despite the good he’d shown, that Fluttershy had tried to appeal to, Nocturne had upped the ante in keeping ponies away and making it clear that he wanted to be left alone. Any opinions of his decency (apart from her own) had soured instantly after he had assaulted Rainbow Dash. Things were looking bleak in Fluttershy's quest, and in any other situation, she would have been somewhat discouraged. But she was too far in to give up now—she had to press on. She knew that, somehow or other, Nocturne needed her.

Fluttershy flinched quite suddenly when a bunch of small white objects dropped down on top of her, and she stopped in her tracks, right beside her mailbox. She let out a small, startled squeal before realizing that the white things piling up around her were harmless.

“Oops!” went a call from above. “Sorry, Fluttershy! I guess I slipped with the bag a bit.”

Fluttershy looked up to see a gray Pegasus mare with a blonde mane and crossed eyes drop down to the ground. She carried a bag full of mail on her side, which looked as though it were only half full.

“Oh, that's okay,” Fluttershy replied to the clumsy mail mare, calm now. “You didn't do anything wrong. Here, let me help you.” And Fluttershy began picking up letter after letter, envelopes and folded papers all around, and stuffing them back into the bag.

“Gosh, thanks, Fluttershy!” the mail pony smiled with her mouth full of paper. She stuffed it all into the sack before continuing, “You're really nice, you know that?”

Fluttershy blushed a bit and replied, “Oh, I'm just helping out another pony, that's all. My, that looks extra heavy. Would you like some help?”

“Aww, that’s really sweet of you,” she said, beaming. “But I’ll be fine. It’s my last shift of the day.”

“Oh, okay, then. I’ll be delivering a letter myself. I wanted to go out to the Forest and surprise him with it personally.”

“That sounds nice!” the mail pony replied, nodding and not missing a beat despite the mention of the Everfree Forest. “I hope your friend likes his letter. Sure you don’t need me to give it to him?”

“No!” Fluttershy blurted, a bit too loudly. The mail mare looked back at Fluttershy in concern. Keeping nervousness to a minimum, Fluttershy rephrased her answer, “I mean, no thank you. I’d just . . . like to do this on my own. But thank you for offering.” Her face squeaked with a grin as she held in her anxiety.

“Oooookaaaaay . . . .” The mail pony stepped back a bit before going on her way. “I'd better get back to it. Thanks again for your help, Fluttershy!”

“You're very welcome. Have a good day!” Fluttershy waved to her as she took off, and Fluttershy started back on her own path. Now that that minor scare was over, Fluttershy found the time to let the good feeling of accomplishment permeate her. It always felt good to spread a little kindness, whether it was the local mail pony, or the Phantom of Everfree himself.

Nopony was above kindness.

Almost dropping the package (which certainly must've contained something glass), the mail mare placed it on the steps of the house, tapped on the door, and trotted away. Another successful delivery. Sure, she made a mistake here and there, and sometimes, things even broke or got worse when she was around, but that didn't bother her too much. Most everypony in Ponyville was really nice about her ditzy tendencies, and she always remembered after making a mistake to try harder next time. After all, making mistakes was the best way to learn.

Stopping on the side of the road, she pulled out another letter to see where she was headed next. This one looked pretty scant; there was nothing on it but a name. Derpy squinted a little, struggling to focus her wayward gaze, and read it out loud, “Hmmm . . . ‘Knock . . . turnee’?” she asked herself. Never having seen the name before, she tried her best with its pronunciation. “Knock-turnee? Who's that? I know just about everypony in town.” She sat and thought about it for a while, trying to remember every pony in town she’d ever delivered to. She didn’t remember anypony by the name of “Knock-turnee”. She didn’t even know whether “Knock-turnee” was a mare’s name or a stallion’s name.

After a few seconds, she just shrugged. “Oh, well,” she decided, “I'll figure it out soon, I guess. I gotta come to this Knock-turnee's house eventually right?” She stuffed the letter back into her bag and took off for the next house. Maybe somepony in town knew who this “Knock-turnee” was and where they lived. She’d get the letter to them, no matter what.

There couldn’t possibly be any mistakes to be made there.

You've Got Mail

The image of the burning red eyes slicing a monstrous light through the dark of the Everfree returned to mind. There was a good chance of a repeat performance right this minute. But Fluttershy shook off the fear—she had to take that risk.

She slowly approached the border to the Everfree Forest, still feeling a tad nervous even after disposing of her cowardice. Having seen Nocturne's temper, up close and at its most tempestuous, there was still at least a sliver of doubt to be had. She wouldn't run away this time, though. She was determined, and she would stay that way. She had to show Nocturne the kindness he needed, even if nopony—not even himself—believed he deserved it.

She'd worked out a plan for this moment while she’d written the letter earlier; it was simple, easy, and would prevent conflict of any kind. She'd knock on a tree, almost like knocking on a neighbor's door, leave the letter right on the border to the woods, and walk away before Nocturne saw her. Knowing him, he'd hear the noise and run to confront the “trespassers”, and if Fluttershy was gone by the time he arrived, the letter left in her place, he was sure to find it. It was the perfect plan.

She reached out and tapped on the nearest tree with her hoof (it sounded a bit louder than she was expecting), then reached into the fold under her wing and grabbed . . . .

Nothing.

She felt around deeper under her wing with a hoof, and felt nothing but fur and feathers. No letter. She bent her head down to see underneath, and saw nothing. She did the same thing under her other wing, checking with her eyes and her hooves. There was nothing there, as well.

Now, she started to panic.

“Oh, dear!” Fluttershy fretted, looking all around her to make sure she didn't drop it. “Oh, no! Where is it? Oh, where is it? I hope I didn't lose it! Please tell me I didn't lose it!” She looked all around, but couldn't find it anywhere. Her heart began racing faster every second she was forced to believe she had.

Fluttershy heard rustling in the forest, and her heart rate intensified. Nocturne had been furious with her when she'd had a reason to be here. Now that she didn't, who knew what he would do to her? Having no other choice, Fluttershy turned and flew upwards, keeping her line of sight focused on the ground beneath her so she could retrace her steps. Let's see, she thought, I left the house, walked down the walkway, helped a mouse across the walk, and then I bumped into—

OH, NO!!

Fluttershy flapped harder and stayed high above the ground. She knew exactly where that letter might be, but she was going to need some help in finding the pony who’d taken it. Fluttershy didn't even know if the mail mare knew who Nocturne was or where he lived, and judging from her workload, she could be anywhere by now. It may be awhile before she even noticed Nocturne's letter, but she still had to be caught before she found and delivered it. Nocturne showed Fluttershy and Rainbow Dash little to no mercy, and considering the absent-mindedness of the sweet mail delivery pony, she had no idea what she was about to get herself into.

Fluttershy made her way quickly to Sweet Apple Acres. There was only one pony she knew who could help her best.

* * *

The burning red eyes cut through the shadow of the forest and out into the clear. That insufferable Pegasus meddler was back again, probably with another ridiculous gift of friendship and kindness. When would this torment end? He’d already had to take drastic measures against the rainbow-haired Pegasus that had deliberately antagonized him yesterday—this meant that he’d have to make good on his vow and do the same to this little yellow menace. No matter how nice she was or how cute she looked, she’d been warned, and now she had to pay. No matter how loudly she squealed.

As soon as the eyes hit the clearing, they swept the area, scrutinized the grass, and saw . . . .

Nothing.

Nocturne gently poked his head out from the brush to get a better look, and when his vision tilted upwards into the sky, he saw Fluttershy flying away in a panic. She'd been scared away before he'd even got there. Was she really that much of a coward? If Nocturne were capable of laughter anymore, he'd find it humorous.

But at the same time, that feeling resurfaced. To say it had “returned” would imply that it had ever left—but it was always there. And no matter how terrifying he acted or how monstrous he presented himself to be, it would always be there. It was there when he'd first scared Fluttershy away. It was there after he'd disappeared after hurting her impudent rainbow-maned friend. It was there every day since he'd left Ponyville.

Loneliness.

Isolation.

Pain.

No matter what he did, it was always there.

“. . . Please don't go . . . .”

* * *

The third pony she’d asked furrowed her brow as soon as the word was spoken. After showing her the note and asking who 'Knock-turnee' was, the resident had taken the time to correct her. Evidently, it was pronounced “Knock-turn”. Who knew, right?

The pony took her mail and said good-day before closing the door. “Hmm,” the mail mare muttered, concerned as she sat on the porch, “I just don't know what went wrong . . . .” This was going to be difficult. She might just end up with one undelivered letter at the end of her shift. But she couldn’t let that happen; she always delivered every letter and package she was given, on time, every day. Sighing the undeterred sigh of a true delivery pony, she stood up, hefted up her bag, and pressed on. She had a lot of work to do, and she had to find out who this “Knock-turnee” pony was eventually. There was no address, but if he lived in Ponyville, somepony had to know exactly where, right?

And everypony had to get their mail. It was her job, and she would see it through to the end.

Putting 'Knock-turnee's' note back in the bag, she moved on to the next house.

* * *

“Lemme get this straight,” Applejack spoke earnestly, looking back at Fluttershy in confusion, “you want me to help you find a mail pony who picked up a letter by mistake—a letter you’d written for a ghost, no less—and if we don’t find it, the pony she delivers it to is gonna beat her up, just like he did to Rainbow Dash?”

“Oh, please, Applejack,” Fluttershy begged after finishing her explanation. “I need to get that letter back before she delivers it. After what happened to Rainbow Dash, if something happened to her, I . . . well . . . I could never forgive myself. She’s just so sweet and innocent, and she doesn’t deserve to get hurt over something she’s not even involved in . . . .”

Applejack sighed, “Fluttershy, I'd love to help y'all, but . . . I really think this Nocturne is somepony you shouldn’ta dealt with to begin with. I mean, ya saw what he did to Rainbow. If he's that rough, think of what he coulda done to you.”

“But, Applejack,” Fluttershy attempted to argue. “Please understand. I know what Nocturne did was wrong, but if he hadn’t been threatened, he wouldn’t have hurt Rainbow Dash. I know this was a big risk, but I was willing to take it myself . . . oh, but that doesn't mean I want you to worry about me, I just . . . well, now another friend might be on her way to him, and after what happened to Rainbow Dash . . . oh, this has all gotten so out of hoof . . . I just don't know what to do . . . .”

“Calm down, sugarcube,” Applejack soothed her, putting a hoof on her shoulder. “I still think Nocturne is a bad'n, but this don’t mean I won’t help ya. A friend of ours needs us, and we gotta help her before it’s too late. Gimme a few seconds to get ready, and I'll come with ya.”

Fluttershy beamed. “Thank you, Applejack!” she chirped, hugging the Earth pony. “You're such a wonderful friend! And I promise, once we get the letter back, I won't ask you to do anything involving Nocturne ever again.”

Applejack's brow furrowed as she answered, “Only if you promise me somethin' else, hon. Promise me you won't get in too deep with this Phantom varmint. I don't want him hurtin' you or anypony else the same way he hurt Rainbow.”

“Don't worry,” Fluttershy assured. “He won't.” Applejack walked back to the barn, seeming satisfied with the answer. But Fluttershy wasn't sure she could keep this promise. She was already in deep with Nocturne, and she wasn't sure how she could get herself out—or even if she would.

Fluttershy only hoped this letter would help. If it didn't, she just didn't know what else she could do. Somepony was already in danger, and Fluttershy was unwilling to let somepony else pay for her mistakes.

* * *

Another closed door, with another pony behind it who didn’t know who “Knock-turn” was.

I don’t understand, the mail pony thought, confused. Where is this pony? Why doesn’t anypony know where they live? She still hadn't found a clue as to who “Knock-turn” was (by now, “Knock-turnee” had become a hard habit to break), but they seemed like they didn't even live in Ponyville. She couldn't understand why, though; she knew some ponies didn’t live in normal houses, but where else could they go? As far as she knew, there were no homeless ponies in Ponyville. And even if there were, they must not have received letters very often; every letter she’d ever delivered was addressed.

She suddenly remembered something; she'd thought back to Fluttershy’s words about her own letter for a friend, and that she was going to the Forest to deliver it personally. Was this that letter? It would explain why there was no address on it. “Maybe she changed her mind?” she asked herself as she eyed the letter, glancing between it and the border to the Everfree Forest a long distance away.

Now knowing that this “Knock-turn” (“Knock-turnee”?) had a potential address gave her a clue. It wasn't really a proper address, but it was close enough. And as far as whether Fluttershy wanted to deliver the letter herself, she just shrugged it off. If she had the letter now, it must mean Fluttershy trusted her enough to deliver it. Sure, she'd caused some accidents around town, but if the kindest Pegasus in Ponyville trusted her with such an important delivery, then she wouldn’t let her down. Fluttershy’s mystery friend would get their letter, and Fluttershy herself would be so happy at not having to do the work. Fluttershy might not see his reaction, but she was sure it would be worth it to do something nice in return for Fluttershy’s help earlier.

Hoisting up her bag, she spread her wings and made her way for Everfree Forest. “Knock-turn” (or “Knock-turnee”) had a special delivery coming for him.

We All Make Mistakes

Fluttershy and Applejack had gone along the mailmare’s usual delivery route backwards, as Applejack had suggested, so that they might spot her coming the other way. The whole time, Fluttershy was sick with worry; her last encounter with Nocturne ended with ominous threats and an injured Rainbow Dash, and Nocturne had said himself that he was holding back. But he had gone from intimidation to inflicting bodily harm in mere days. If it got any worse, the unsuspecting Pegasus would learn a brand new meaning to the phrase “kill the messenger”.

While going door-to-door to see if the mailmare had been in the area, another pony said she hadn't seen her and closed her door, prompting a sigh of frustration from Applejack. “Ooh, how could she be this hard to spot?” she groaned. “The only pony in Ponyville with a lazy eye shouldn't be easy to miss!”

“We have to keep trying, AJ,” Fluttershy replied, worried. “I never put an address on that letter, but I’m sure she can put two and two together. I don’t care what ponies say about her, she’s not stupid.”

“No doubt about that,” Applejack replied resolutely. “That’s what worries me. Dash is the only pony we know of that took a thrashin’ from that coward. Who’s to say he won’t do the same to her?”

“I know, I know. If she runs into Nocturne before us, then . . . .” Fluttershy struggled not to imagine it, and couldn’t help but break down under the stress. “Oh, this would never have happened if I hadn't written that silly letter!” she wailed. “It was such a waste of time, and now somepony else is going to get hurt! Oh, this is all my fault!”

“Now, now, just hold on there, sugarcube,” Applejack comforted her. “Nopony's blamin' you for anything. You've just been doin' what y'all do best, and that's being the kindest, sweetest pony in Ponyville. The only pony in the wrong here is that devil, Nocturne. He's the one who's been makin' things difficult for you and for Rainbow Dash, and now for a simple mailmare, too. You had the best intentions at heart when you wrote that letter, and if Nocturne ain't a changed pony after all you've done for him, then he's better off alone. Way I see it, it's more'n that rascal deserves.”

Fluttershy felt her wings droop at Applejack's less-than-sensitive words. “But . . .” she tried to answer, “but . . . nopony should have to be alone . . . .”

“Look!” Applejack shouted, looking up and pointing. Fluttershy looked up with her, and she saw the cross-eyed Pegasus herself, flying above town, a mail bag slung over her back and a carefree smile on her face.

“Oh, no!” Fluttershy squealed. “She's headed for the Everfree Forest! We have to stop her!”

“Come on!” Applejack commanded as she unfurled a lasso that hung from her side, “If we can't reach her, this will. And it'll hurt a lot less than what that scallywag'll do to her!”

“Ahh, there it is! The Everfree Forest!”

The steadfast mail carrier pony flew low, reaching the border to the woods in record time. The foliage was still and quiet, showing no signs that anypony lived there. She dug around in her bag, spent a few extra seconds rooting around for the letter, pulled it out, and walked up closer to the border. It was a really creepy place for anypony to live, but she had a job to do. This letter had to get delivered.

Reaching out, she knocked against a tree as if on a door, and she spoke up to the forest as if addressing a pony. “Excuse me? Mail call for . . .” she took a quick glance at the letter just to be sure, “‘Knock-turnee'! Oops! Sorry . . . ‘Knock-turn’ Hello? Is 'Knock-turn home? Mail call for 'Knock-tu—ooh!”

She was cut off when she felt something grip her tail and pull her away from the woods, shaking the letter out of her reach. She was pulled backwards off her hooves and landed on her belly, and was dragged back, bag and all, into town by her tail. She was dragged across the grass, and soon across the dirt road until she stopped behind a building. She stood up on wobbly hooves, her already crooked eyes spinning in her head until she shook it to gather her senses.

“Sorry, hon,” she heard a voice behind her with a distinct drawl, “not enough postage. Better return it.”

When the mailmare turned around, she saw that there was a rope lashed to her tail, and that the mare to whom the voice belonged was pulling on it.

“Applejack? What are you doing here? And what’s with the lasso?”

“Just lookin’ out for ya,” Applejack replied as she wrapped her lasso up around her hoof. “At least, I hope so. If Fluttershy doesn’t come back, we’re in big trouble . . . .”

The Earth pony peeked around the edge of the building and straight at the border to the Everfree Forest, her brow furrowed in worry. The Pegasus followed suit, peeking around and seeing Fluttershy carefully sneaking up to the border, approaching the letter that the mail carrier had accidentally dropped.

“Why are we hiding from Flu-mmph!”

“Shhh!!” Applejack ordered, stuffing her hoof into the Pegasus’ mouth. “I sure hope this works, Fluttershy,” she continued under her breath. “But if somethin’ happens, I’m here for ya.” She felt for her rope hanging loosely around her hoof as beads of sweat began to form on her face.

Meanwhile, Fluttershy stepped carefully up to the forest border and grabbed the letter in her mouth. Already her heart was awash in relief. “Whew . . . that was close,” she mumbled through the paper, resisting the reflex to shake nervously. Just as she was about to turn away, she caught something in the corner of her eye, and she yelped in surprise. She saw them. Nocturne's fiery red eyes, glowing from the shadows of the woods.

To say she was afraid would be only half-true; she was afraid, but not nearly as much as she had been before. He’d intimidated her several times before, and had been afraid for her life each time, but this time, somehow, was different. She couldn't explain it, but somehow, he seemed far less intent on being threatening now.

Owed, perhaps, to the fact that he didn't make a single move.

They stared at each other for a long time, her teal eyes locked into his glowing red ones, until fear strangely gave way to awkwardness. In fact, Fluttershy felt her face getting warm after a few seconds more. What was he staring at? Was he going to be angry? Was he about to yell at her again? Was he going to attack her as he promised, like he did Rainbow Dash?

Still, she waited, and nothing happened.

Fluttershy glanced backwards at Applejack as she and the mailmare peeked out from behind the building they hid behind. She could see that they saw the same sight—Nocturne was completely still. After a while, Fluttershy slowly lowered her head towards the ground, as if to bow to Nocturne, trying to let him know without words that she was being submissive. She placed the letter back in the grass, keeping her eyes locked onto Nocturne's all the while. Finally, she took a step backwards, waiting for him to react, hearing her heart thrashing in her chest the whole time. Fluttershy found herself worrying that he might be able to hear her heart, which made her fear grow and her heart race faster, and louder.

And still, Nocturne made no move.

Fluttershy took another step back, and still nothing. By now, it was becoming clear that he wouldn't come after her, but still, for Fluttershy, there was no point in taking risks. Another step.

No reaction.

Two more steps.

No reaction.

Another two steps.

Whether this was the trigger at last, or by sheer coincidence, Nocturne’s eyes narrowed, seemingly out of annoyance. Giving a nervous squeak, Fluttershy turned and scurried back to the building her friends hid behind, finally able to breathe a sigh of relief when she met them there.

Applejack and the mailmare both jumped away from the edge of the building and turned to meet Fluttershy. “You alright?” Applejack asked urgently. “He didn't hurt ya, did he?”

Fluttershy shook her head. “No,” she answered breathily, “in fact, he didn't do anything at all. I thought he would, but something stopped him . . . I'm not sure what . . . .”

“Uhh, girls?” the mailmare asked, tilting her head in confusion. “I don't really know what's going on, but I think I should tell you that messing with the mail is a federal offense.”

“We’re awfully sorry,” Fluttershy replied. “We just didn't want you to get hurt.”

“Huh? Hurt? By who? You mean, by Knock-turnee? Oops, I mean, ‘Knock-turn’? But, why?” The mailmare looked genuinely concerned now. “I didn't mean any harm. Did I do something wrong?”

Applejack sighed and responded, unsure, “Well, no, but . . . it’s just hard to explain, sugarcube.”

“How come?” she asked. “I mean, was he really gonna hurt me? Is he really that mean?”

Fluttershy was about to answer, but she stopped herself. She wasn't entirely sure just how to answer that question. Why did Nocturne let Fluttershy go? Why had he not kept his promise not to hold back next time he saw her? He’d been free to do so, but did not act.

“I . . .” Fluttershy tried to answer, hoping it would come to her as she spoke; it didn't. “. . . I don't know.”

The mailmare screwed up her face in contemplation, then shrugged after a few seconds. “Meh,” she said simply as she hoisted up her mail bag. “It was probably just a misunderstanding. You know, all ponies make mistakes. I know I make mistakes all the time. But it doesn't make me a bad pony, does it?”

Applejack smiled and nodded, “Of course, not. Nopony's blamin' you for doin' your job, sugarcube.” She then turned to her other Pegasus friend, “Fluttershy? You okay?”

All ponies make mistakes, Fluttershy repeated her words mentally. She makes mistakes. It certainly doesn’t make her bad. Nocturne’s made mistakes, too . . . .

“Fluttershy?”

Snapped out of her thoughts by Applejack’s voice, Fluttershy answered, “Hm? Oh, yes, I'm fine. Thank you so much for your help today, AJ. I really appreciate it.”

“No problem, sugarcube. Ya sure you’re feelin’ okay?”

“Oh, yes. Thank you for asking.”

“Well, just to be sure, I'll walk you home.” Applejack gave her a friendly tap on the shoulder. “It's been a busy day for everypony.”

“That's so sweet of you,” Fluttershy smiled. “Maybe that would be best. Oh!” she added, turning to the mailmare. “I’m sorry for all the trouble we’ve put you through. I hope we haven’t put you too far off schedule.”

“Nah,” she replied, waving a hoof. “I don’t have too much left to do, anyway. I can finish up the last of my route in no time.” She then turned to leave, staying just long enough to add, “I hope your friend likes his letter.” She gave a sweet grin before taking off.

Fluttershy and Applejack set off for the cottage together at the same time. Along the way, Fluttershy once again thought back to what the naïve, yet charming mailmare had said. Maybe it really was just a misunderstanding? Maybe Nocturne just made a bad judgment call when he attacked Rainbow Dash, and he was regretting it even now? The more Fluttershy thought about it, the more sense it made, and the less she could blame Nocturne for it. His hesitation today seemed only to drive the point home—Fluttershy's original hypothesis suddenly regained plausibility.

Nocturne really wasn't a monster. He really was just angry. And lonely.

“As silly as it sounds, I know there's still good in you.”

Nocturne read and reread the letter over and over, to himself and out loud, until he had it memorized. But the more he read it, the more it served to baffle him. That one line especially had him vexed beyond words. She still saw some good in him, even now? How could she think that way after all he'd done? How could she believe there was even a shred of decency in him after all that had happened? How could she possibly have the nerve to continue this ridiculous farce? When would this insipid little pony learn?

Of course, only half of him thought that way.

The other half had so much unbridled emotion, it was impossible to sort it all out. Fear fought off joy; sadness mixed with rage; guilt gave way to confusion; and in the end, it all crashed together in a muddied, smoking heap, each emotion indiscernible from the others. Why did he feel this way? What was the hold that this Fluttershy character had over him? Why did he simultaneously want to hug her and hit her every time he saw her, thought of her, dreamed of her?

And why in Celestia's name could he not bring himself to attack her, like he'd promised?

He thought he could answer that last question. The feeling that held him back was as weak as the answer to the question, but it was all he had.

Do I . . . do I want to see her again?

There was almost no point in denying it. He’d remembered what he’d said just as he saw Fluttershy fly away from the woods earlier today. The feeling was there, and denying it was just plain foolish. Unlike with the rainbow-maned one, whom Nocturne could effortlessly do without, he didn't want to drive Fluttershy away permanently—at least not consciously. And he knew that attacking her would scare her away forever.

But why didn’t I? Why don’t I want her to stay away? What is it about her? What is wrong with me?!

As much as he turned it over and over again in his head, he just couldn’t figure it out. Why Nocturne even wanted anything to do with her, he didn't know. All he knew was that, whether he liked it or not, Nocturne and Fluttershy had a connection.

And it was too late to do anything about it now.

Who is He?

“You just couldn't listen, could you, Fluttershy?”

Fluttershy’s ears folded down guiltily as Twilight moved another set of books from one shelf to another. She was trying a new system of organization, but she'd called Fluttershy to the library to ask her about what had happened yesterday, and she'd insisted on killing two birds with one stone (if she could get away with that idiom in front of her friend, the animal lover).

Fluttershy sat on the floor at the base of the ladder Twilight was on, her head bent down low. “I know you're worried about me, Twilight,” she replied meekly, “but I just can't help thinking that Nocturne really is a good pony. I can't explain why, but . . . I just believe it, with all my heart.”

Twilight sighed and stepped down off the ladder. “You know I want to trust your judgment, Fluttershy,” she reminded her, “but it just doesn't make sense to me. He's been sending you mixed signals ever since you met him.”

“Hey, Twilight!” came a voice from Fluttershy’s right. She turned to see Scootaloo approach the ladder and wave a hoof to the top of it. “Where did you say the recent newspaper archive was?”

“Second shelf from the end of the non-fiction section,” Twilight recited, as if she’d committed it to memory.

“Thanks!” the Pegasus filly called back, then went to rejoin Sweetie Belle and Apple Bloom. The trio then went back upstairs to the shelf Twilight directed them to and began scrutinizing it for whatever it was they’d been searching for.

“Hmm . . .” Fluttershy stared at the three fillies curiously. “So, what exactly have they been up to, Twilight?” she asked, her curiosity getting the better of her.

“Oh, they’ve been researching the history of Ponyville!” Twilight informed, her voice quick and almost giggly. “Isn’t that amazing? Young fillies doing an in-depth retrospective of their hometown! How very studious—” She froze when she seemed to realize the topic at hoof. “Anyway, getting back to the Phantom Pony . . . I mean, think back on everything he’s done since you met him. First he scares you, then helps a squirrel. You give him a gift basket, which he doesn’t want, but ends up taking anyway. Then he beats up Rainbow Dash and threatens to do the same to you if he ever sees you again, then just yesterday, when he has the chance, he doesn’t take it? I mean, if he was really a good pony, why would he mess with your head like that?”

Fluttershy shuffled where she stood nervously. “I don't know,” she lamented, “I just . . . I wish I knew what made him this way. Why does he want to stay away from everypony? What did he do to deserve a life like that?”

Twilight used her magic to move another set of books. “Well, I haven't lived in Ponyville long enough to know for certain,” she said, “but if I had to guess, I'd say Nocturne is an orphan who got in trouble a lot, and ran away because he was sure no one would miss him. ”

“Orphan?” Fluttershy asked, her tone both worried and puzzled. “What makes you say that?”

“Because,” Twilight explained as she descended back to the floor, “if he had parents, he'd have somepony in his life to set limits for him. He scares ponies, and is obviously not above hurting them if he has to, because he knows he can get away with it. No one set any boundaries for him as a foal, so now he feels he can do these things freely as a stallion.”

“But,” Fluttershy wondered, feeling her heart ache, “but . . . if he never had a mommy or daddy . . . how . . . how did he grow up? Who . . . could he go to?”

Twilight pondered this for a bit, pressing a hoof to her chin. “My guess,” she concluded, “he was raised by Timberwolves.”

Fluttershy gasped. “That's awful! Growing up in that forest all alone . . . no father to play with . . . no mother to hug . . . nopony to love him . . . .”

“Look, I know it's upsetting,” Twilight touched a hoof to Fluttershy's shoulder, “but it's much easier to look at it logically. If he's hurt ponies before, there's no sure chance that he won't do it again. So it's best to be cautious and keep your distance.”

Fluttershy's wings drooped as she heard this, and she felt her heart droop with them. “And make him even lonelier than ever . . . .”

Twilight started looking as dejected as Fluttershy, but kept her voice steady, “It's for the best.”

“Uhh, Twilight!” called a tall stack of books with tiny dragon feet from a short distance away. “If you're done, I could really use a hoof, here!”

“Oh, sorry, Spike!” Twilight replied, easing the little dragon's load by lifting up half the stack telekinetically; she moved the stack up to a high shelf, shuffling one or two books until they were in the desired order. She then turned back to her yellow friend with a conflicted expression. “Look, Fluttershy, Nocturne may be a bad seed, but it's not the end of the world if you can't help him. You do so much good in Ponyville, and everypony you help is so grateful to you. And not just other ponies, but animals, too. You shouldn't be so down over just one pony. Take some time to remember just how helpful you are for your friends, and your animals, and for everypony in town. Okay?”

Fluttershy nodded, but still felt an empty, hollow feeling inside. Maybe it was a little silly to get so worked up over one pony, but the feeling that Nocturne needed help grew stronger all the time. She didn’t even feel bad because she was unable to help him, at least not entirely. Fluttershy was the type of pony who couldn’t stand seeing another pony in pain. Of course, Twilight had had a point about her inability to help; if any good could be done, she had to reach him first. Getting close to him was out of the question, and appealing to him hadn't worked, either. She knew that if she could somehow get to know Nocturne better, she could help him.

But how? How can I help somepony who won’t even let me . . . ?

“I have to go now, Twilight,” Fluttershy said, subdued. “I'll see you later.”

“Really?” Twilight asked, a bit confused at her friend’s sudden departure. “Well, okay then . . . just remember what I said. Don't feel too bad about Nocturne. You have other friends who are always glad to see you.”

Fluttershy nodded again and took her leave. She did have other friends who needed her. Maybe it was best to attend to them and keep her mind off of things. Besides, one day without worrying about Nocturne wouldn't hurt, would it?

Or can I even go that long?

* * *

“Hee-hee-hee . . .” Sweetie Belle giggled to herself from upstairs as Fluttershy left, pressing her hooves to her mouth as she did. “Fluttershy is gonna be so surprised, you guys!”

“Yeah, she is!” Apple Bloom agreed giddily next to her. “We’re gettin’ closer and closer to findin’ Nocturne’s secrets.”

“I just hope it doesn’t take much longer,” Scootaloo moaned as she studied the last shelf of newspapers. “No offense to your folks, Apple Bloom, but I’ve had about all I can stand on the history of the Apple family in Ponyville.”

“Nah, I get what you mean,” Apple Bloom replied, nodding. “Just think o’ how I feel. I’m the one who’s always gettin’ history lessons from Granny Smith!”

“Just keep looking, you guys,” Sweetie Belle reassured. “We’ll find someth—hey! I think I just did!”

“What, Sweetie Belle?” Scootaloo asked, looking away from the shelf. “What is it?”

Sweetie Belle used her weak Unicorn magic to pull one particular paper off of the shelf; it dropped to the floor once it was halfway off. The trio gathered around the front page headline and read it out loud:

“MUSIC SHOW GONE AWRY

One foal’s show gives way to destruction and injury”

Beneath the headline, there was a picture of a large outdoor stage with curtains. The stage was on fire, the spotlights were on the ground around it, sparking and ruined, and ponies appeared to be running away in droves, some of them sporting singe marks in their fur.

“Wow . . .” Apple Bloom mumbled, gazing at the article. “I never knew this happened here in Ponyville.”

“This happened way before any of us were born,” Sweetie Belle informed. “In fact, look at the date,” she added, pointing to it in the corner of the paper. “This could have happened before any of our sisters were born, too!”

“Yeah . . .” Scootaloo replied, reading the article itself. “And listen to this: ‘Nopony was killed, and injuries were few and mild, but the destruction left several foals tra- . . . trah-you-ma- . . . .’”

“‘Traumatized’?” Sweetie Belle supplanted.

Scootaloo sighed and rolled her eyes. “I gotta know how you do that stuff. Anyway . . . ‘traumatized and unwilling to speak of the incident. Witnesses say they saw a black-winged creature racing from Ponyville and into the Everfree Forest. Reports claim that this creature may have been responsible for the destruction, but no investigation has been made thus far.’”

“Didja hear that?” Apple Bloom asked. “‘Black-winged creature’! That’s gotta be that Phantom Pony!”

“The Phantom Pony of Everfree?” Sweetie Belle asked, confused. “What does that old legend have to do with Fluttershy’s friend?”

“Weren’t you listening to them?” Scootaloo responded bluntly. “Monster pony living in the woods that Fluttershy keeps going to see? They have to be the same pony! No doubt about it!”

“Hmm,” Sweetie Belle replied, enlightened. “That is weird . . . so, what do you think Nocturne has to do with this article? You think he left the woods long enough to sabotage the show?”

“I don’t know,” Apple Bloom responded, shaking her head. “This paper is from a long time ago. If Nocturne was alive back then, he probably wasn’t much older than us. And I don’t think a foal our age could do all that.”

“So, maybe he just got scared and ran off?” Sweetie Belle theorized.

Scootaloo nodded. “That could be. But then, why stay away for so long unless he really did do it?”

“I dunno,” Apple Bloom said, shrugging. “But if we can convince Nocturne not to be scared anymore, he’ll open up to Fluttershy! She’ll have a new friend, and we’ll have new cutie marks!”

“Yeah!” Scootaloo cheered.

“Let’s do it!” Sweetie Belle agreed. They then all put their hooves together for their group cheer:

“CUTIE MARK CRUSADERS!”

* * *

“Urgh! Pinkie, please! I'm trying to read here!”

Rainbow Dash, still bandaged from her bout with the Phantom Pony, was propped up on a spacious cloud, trying to engage herself in a copy of Daring Do and the Empire of the Gemstone Skull. Fluttershy sat next to her, and circling them, floating on a bunch of balloons and being her usual cheery, extemporaneous self, was Pinkie Pie.

“Oooh! Somepony's a cranky patient!” Pinkie giggled. “A grouchy with the ouchies!”

“Pinkie, I told you,” Dash complained, “I'm feeling better today. All I need is another day or two of rest. I appreciate what you’re trying to do, but you're not really helping!”

Fluttershy sighed at her friend's condition. “I'm sorry this happened, Rainbow Dash,” she muttered guiltily. “I still feel so bad about what happened.”

Dash shook her head and interrupted her, “I told you, Fluttershy, it's not your fault. I got myself into that mess, so I have no one to blame but myself.” She then scowled, glaring in the direction of the Everfree Forest. “Of course, it wouldn't have happened if—”

“WHEEEEEEEEEEEEEEEEEEEEEEEEEEEEE!!!”

Dash and Fluttershy glanced at Pinkie as she backstroked through the air on her balloons. As she made another lap around them, Dash continued, “It wouldn't have happened if Nocturne weren't the cowardly creep he is.”

Fluttershy saw that of all the things that still needed healing, none needed it more than Dash's pride. “I just wish I knew more about him,” she lamented, “why he is the way he is. Twilight said that he's probably an orphan who was raised by Timberwolves, but . . . I just don't think I can believe that.”

Dash scoffed, “Makes him sound too tragic, if you ask me. As good as he is at freaking ponies out, I wouldn't be surprised if he was some kind of escaped carnival attraction.”

Fluttershy gasped, “Rainbow Dash, that's awful! Why would you say such a thing?”

Dash sighed, seeming to have forgotten Fluttershy's conflicted feelings about Nocturne. “Yeah, I know, don't judge before you get to know them,” she admitted, “but he makes sure nopony gets to know him, because he never lets anypony get to know him. All he wants is to be alone, and he does whatever it takes to make sure he doesn’t have to open up to anypony. As far as I'm concerned, he brought all this on himself.”

Dash's words were painful for Fluttershy to hear, but she wasn't quite sure whether it was because she was being mean, or because there was a sliver of hard truth in her words. As much as Fluttershy hated to admit it, Nocturne did act cruelly to ponies often, so it was probably through karma that Nocturne earned his reputation. The way he acted, it was only natural for ponies to hate and fear him. So, to a degree, he did deserve what he was getting.

But there had to be a reason. And if anypony knew about Nocturne's past and his reasons for shutting himself away, Fluttershy could learn it, too. Whatever the reason, Fluttershy was sure it wasn't malicious. Nopony acted malicious without reason.

With the possible exception of Discord.

“I heard he's an alien!”

Fluttershy and Dash glanced at each other before they both looked at Pinkie with baffled eyes. “Uhh . . .” Dash began, unsure of how to respond, “. . . alien?”

“Sure!” Pinkie grinned. “Like, a creature from another world! Twilight says that they're in science fiction novels all the time! Yeah, and I'll bet he's like a spy, or a scout or something, sent by the mother ship to look over the place and find out all our secrets! And once he sends our weaknesses to his people, that's when the invasion begins! And they'll be all like 'Take us to your leader', and we'll be all like, 'Oh, Princess Celestia? Company!' and they'll be like 'We claim your land!' and we'll be like 'Oh, no you di-in't!' and it'll turn into a big huge battle for Equestria, with robots, and clones and lightsabers, and in thirty years, there’ll be an Awakening, and we’ll go see Zecora for training, and—”

Pinkie had gone off on another tangent, and Fluttershy and Rainbow Dash could only sit and stare, dumbfounded by Pinkie's bizarre scenario. “Pinkie Pie?” Dash finally interrupted. “What the hay are you talking about?!”

Pinkie stopped talking and stopped moving at the same time, and simply stayed there, floating in the air. She looked as though she had been shaken to the present after daydreaming. “Hmm,” she pondered, a hoof on her chin, “I guess I was thinking about something else. Oh, well! I'd still like to party with the little furry guys! Yub-yub—oops, I mean, yep-yep!”

Fluttershy smiled nervously and Dash facehoofed. “Anyway,” Dash continued, “all I know about that jerk is what he shows us. And I know you wanna make him into some sad, lonely pony, but until he tells us so, we have to go by what he does. And no sad, lonely pony would do what he did.”

Fluttershy nodded. Dash was right in so many ways, but in just as many ways, she could be mistaken. Just because he never put his pain on display, didn't necessarily mean he didn't feel it, right? There was probably a lot more going on below the surface, something that Nocturne wasn't willing to show.

There must be somepony who can help, Fluttershy thought, somepony who knew Nocturne before he was the 'Phantom Pony'. Somepony who knows things even Twilight doesn’t know . . . .

Suddenly, the last thing that Pinkie had said before being interrupted struck her, and sweet clarity broke through.

“Zecora! Zecora knows lots of things! She even lives in the Everfree Forest!”

Now, Dash’s odd glance was aimed at Fluttershy, with another from Pinkie Pie increasing the awkwardness around them. The Earth pony righted herself, planted her forehooves on her hips and frowned. “Whatchu talkin’ ‘bout, Fluttershy?”

Fluttershy simply hovered off of Rainbow Dash’s cloud and towards Pinkie, giving her a tight hug. “Thank you, Pinkie! That’s such a wonderful suggestion!” She broke the embrace and started on her way. “See you both later, okay? And get well soon, Rainbow Dash!”

Dash and Pinkie watched Fluttershy descend, their odd looks not leaving even long after Fluttershy had. After a long, cumbersome pause, Pinkie summed up the scene:

“I guess she’s going to get Zecora to train her now. She must really want to be a Knight!”

Dash simply facehoofed again.

Consulting Zecora

Fluttershy fought constantly with herself the whole way. One part of her wanted to avoid Nocturne’s territory at all costs, while another wanted to “wander in by mistake”, much as she had the very first time. She did not oblige the latter feeling, though; as much as she wanted to see Nocturne again, she was on a mission. Nocturne was not evil, just misjudged. And Fluttershy knew the perfect pony—or rather, zebra—to help her find out why.

Who would know better about a misjudged pony than another misjudged pony? Fluttershy reasoned as she knocked on the door of the unusual little hut in the Everfree Forest. Luckily, Zecora's house was a good distance away from Nocturne's territory, so once Fluttershy had gotten her head together about where she had to be, it was easy to avoid him. And if anypony could have a chance at understanding Nocturne's secret side, it would be her. Fluttershy was ashamed to admit it, but she'd thought of Zecora the same way ponies thought of Nocturne nowadays. So, it stood to reason that Zecora would be the one to understand Nocturne better than anypony.

The door opened, and the zebra pony stood on the other side, smiling as soon as she saw her visitor. “What a surprise to meet my eye,” she said in her heavily-accented voice. “Another visit from Fluttershy!”

“Hello, Zecora,” Fluttershy replied amiably, “I know I’ve been visiting an awful lot lately, but I was wondering—um, that is, if you're not too busy—if I could ask you some questions. I-if you can't, I understand . . . .”

“No, please, come in, my friend,” Zecora replied and bade her enter. “What further help do you wish me to lend?”

Fluttershy entered and tried not to let Zecora's unusual décor put her off too much. “Um, well,” she began uneasily, “I was just thinking . . . well, since we didn't really know a lot about you before we met you—oh, I don't mean that to be mean, or anything—but, I just thought you would know what it's like . . . having ponies judge you before they know you—like I said, I don't want to sound mean—but, there's another pony I know . . . well, kind of . . . and nopony really knows a lot about him. And I just thought, maybe, I could ask what you think about him . . . .”

Zecora smiled and nodded. “Your heart, it longs, your feelings yearn,” she observed, “to solve the mystery of Nocturne.”

Fluttershy simply stared. “Yes, that's right. B-but, how did you know? Could you . . . read my mind?”

Zecora chuckled, “The word about town causes you to frown.”

As if on cue, Fluttershy frowned dejectedly; again, Zecora was right. “I just want to know why they think that way,” she answered. “Why do they think he’s so bad? It couldn’t just be because he scares ponies. What did Nocturne do that was so awful?”

Zecora turned to her shelves and started scrutinizing the scores of strange ingredients on them. “Is Nocturne truly a bad seed?” she asked as she searched. “Unclear: ponies' hearts can be hard to read.” She found a jar containing a strange pink flower and plucked it from the shelf, placing it on the wooden counter. She searched the same shelf, further back, and pulled out a jar of herbs, colored bluish-black, and sat them next to the pink flower.

“Umm, Zecora?” Fluttershy mumbled as she watched her work. “What are those for?”

“Shh,” Zecora replied. “We shall know, in due time, the origins of Nocturne’s crimes.” Dragging over a bowl from a far side, Zecora opened the jar with the pink flower and plucked a petal from out of the jar, placing it into the bowl. Taking the other jar in her teeth, she shook out a dash of the blue-black herbs on top of the pink petal, set the jar down, and began to mash the bowl's contents together with her hoof. All the while, Fluttershy watched her patiently, but with a curious gaze.

I wonder what she’s doing, she pondered. And how will it help? She was about to ask, but she held back; she didn’t want to get shushed again.

Zecora took a bottle of clear liquid and carefully lifted it over the bowl, but before Fluttershy could speak, one drop from the bottle fell on the mishmash in the bowl. As soon as it made contact, the mixture gave off a small explosion of dark-blue smoke.

“This spell will tell us of the past,” Zecora explained. “Read it carefully, for it will not last.”

Fluttershy paid dutiful attention to the smoke, and saw it changing shapes in the air. A chunk of the smoke separated in the middle, framed by the rest of the cloud, and it began to take a definite form—a crescent moon, with what looked like a musical note hanging inside.

What does that mean? Fluttershy asked herself. Does it have to do with Nocturne? Is that his cutie mark?

The outer cloud then suddenly swallowed the strange symbol, and the entire cloud reshaped into the form of a small foal—a foal with large bat wings and a hat.

Fluttershy gasped, “That's Nocturne!”

“It is, indeed,” Zecora confirmed, “now, continue to read.” They both watched as the smoke-foal hung there in midair, clutching its chest with its hooves; a close look saw that that area of the smoke-foal was red, and flashed on and off like a beacon. It seemed to cause the smoke-foal a great deal of pain—in fact, an even closer look saw small droplets of smoke fall away from the smoke-foal's face. If Fluttershy didn’t know better, she’d swear the smoke-foal was crying.

“A searing pain, deep in his heart,” Zecora theorized. “A difficult thing from which to part.” The beacon stopped flashing for a moment, and the smoke-foal bent its head toward its chest, where the flashing light began. It looked as though it were still crying, and it made Fluttershy's heart ache to watch. After a long stretch of this, the smoke-foal slowly and subtly began to grow. Its legs and head lengthened, and its already-large wings grew larger, sharper and more menacing. The glowing light returned, but remained bright and steady instead of flashing, and instead of its chest, the glow permeated its eyes. The smoke-pony looked up, and at once, it stood on its hind legs, spread its wraithlike wings, and glared at Fluttershy with its vicious red eyes. The smoke cloud collapsed and reformed, taking on the shape of a close-up look at the smoke-pony's face. Its wide-open mouth displayed cruelly hooked fangs, and its eyes sported an even brighter red glow. Fluttershy even thought for a minute that she could hear it roar—could hear Nocturne roar—in a frightful, merciless fury.

Fluttershy turned away, trembling and holding back tears just as the smoke dissipated. Flashbacks of her first encounter with Nocturne sprang back into her mind, along with images of his retaliation against Rainbow Dash. They melded together in her mind, amplified by the fresh imagery of Zecora’s smoke spell, and as a result, her breaths were shaky and her heart slammed against her chest. Soon, she couldn’t help but let a single tear fall.

Zecora approached Fluttershy and placed a hoof on her back. “Are you quite all right, my child?” she asked worriedly. “Those images do seem quite reviled.”

Fluttershy took several deep breaths to calm herself, dried her eyes with the fur on her foreleg, then turned back around. “I'm okay, Zecora,” she assured, “but . . . well, I'm grateful for your help, but . . . is that all it could tell us?”

“The smoke tells all, both sweet and sordid,” Zecora explained, “but it can only tell what is known and recorded.”

Fluttershy’s brow furrowed in confusion. “So, the spell doesn't know any more than anypony else does?”

Zecora nodded, crestfallen. “Sadly, yes, its limits are true. But with this knowledge, what do you intend to do?”

Thinking for a moment, Fluttershy found a bright side almost immediately. It may not have explained much, but Zecora's spell did make one thing perfectly clear—it proved that Nocturne's wicked behavior was indeed a cover for inner turmoil. I was right all along . . . .

“Umm, Zecora?” Fluttershy inquired gently. “You said the spell only tells what ponies already know and have written down, right? Well, um, how does that work, exactly? Whose knowledge does it tell, and what records does it use?”

Zecora supplied the answers, “Nocturne's past, both the gay and the ill, stem from here in Ponyville. All of Nocturne's fear and woe, were shown through ponies here who know.”

“So, somepony here in Ponyville knows what happened to Nocturne?” Fluttershy asked, finally feeling hope at last, until a thought occurred to her. “Wait . . . it isn't just Nocturne who knows, is it?”

“Strangely enough, the spell seems slacking,” Zecora replied, evidently as befuddled by this problem as Fluttershy. “Either that, or Nocturne's knowledge is lacking.”

Fluttershy was bewildered as well. How could Nocturne not know his own past? It seemed too silly to be true, but she didn't want to think that Zecora's spell was anything but helpful. This is getting stranger and stranger by the minute, she thought worriedly.

Despite the ever-deepening mystery, knowing for sure that Nocturne was not evil was all Fluttershy needed. “Thank you so much, Zecora. This helped a lot. How can I repay you?”

“I was glad to assist you, dear,” Zecora replied with a benign smile, “for now, it seems you've lost your fear. Is there anything else you need for your venture to succeed?”

“No, thank you,” Fluttershy said politely. “You've done so much for me. Thanks again!” And with that, Fluttershy turned and swiftly took her leave.

“Yaaaaay!” Fluttershy cheered as soon as she was on the other side of Zecora’s door; her celebration made a few animals rustle in the underbrush. “I knew Nocturne was a good pony. I just knew it! All I need to do is find somepony else who knows, too. Somepony who knew Nocturne before he felt so sad. And if Zecora’s right, somepony in Ponyville knows, so all I have to do is . . . well . . . oh, dear . . . .” She suddenly realized that, not knowing who knew about Nocturne, she might have to visit each pony in town, one by one, to do it. I don’t know if I can do that, she thought, starting to shake where she stood, I . . . I’m just too shy to do that . . . .

“No,” Fluttershy asserted out loud, stamping her hoof. “I have to keep my head and shake off my fear. Whether he knows it or not, Nocturne is my friend, and I never turn my back on my friends. And if I can help warm Nocturne's cold heart, it’ll all be worth it.”

Fluttershy began to skip away from Zecora’s hut and back to the edge of the woods, knowing exactly whom she should visit first.

Zecora sighed contentedly as she heard Fluttershy’s gleeful resolve from inside before she went away. She glanced back at her countertop and saw the remnants of her spell still drifting away. Even now, my spell does fade, she thought. I only hope I was of aid.

Her thoughts were disrupted by the sight of a red glow coming from her window.

Zecora saw the hellish red glow of the eyes and slowly trotted toward the window. She eased a hoof toward it and gently pushed it, hearing a slight squeak until it was fully opened. By the time she’d approached the window, the glow was gone, but once the window was opened, the glow returned, much closer than before. He could have leaned forward and stuck his nose directly in Zecora’s face.

“What did you tell her?”

The whisper was like a winter wind—dark and chilling. His teeth were gritted, and he blinked, making the glow in his eyes flash for a split-second.

Zecora merely smiled. “It’s nice to see you again, too,” she greeted him amiably. “Tell me, old friend, what is new?”

“Spare me,” the Phantom growled. “I know I saw her in there. What did you tell her?”

“I did not tell,” Zecora explained. “It all came from my spell.”

“We had a deal, Zecora!” the Phantom barked back. “You remember what I did for you! All I asked was that you never tell anypony about me. Ever!”

Zecora’s smile faded away, and she sighed, closing her eyes. “Your secrets are not mine to tell. But they’re not mine to keep, as well.”

“What? How dare you go back on your word?!”

“My word remained as strong as ever,” Zecora spoke firmly, “until our connection you did sever. I swear, my friend, as long as you live, your acts against others I cannot forgive. You scare and harm those who intrude . . . .” She trailed off, partially turning away before finishing, “I hope you’re enjoying your solitude.”

There was a long, silent pause in which the burning red eyes narrowed angrily. “I trusted you once,” he said, almost hoarsely. “At least, when I was still able to trust. I can see now I was wrong to. I can’t trust anypony anymore . . . .” He, too, trailed off before abruptly turning and walking away. The glow vanished at that precise moment.

“Nocturne!” Zecora called out the window. “This way of thinking you now take . . . you’re making a very grave mistake.”

“Don’t ever call me your friend,” the voice belonging to the eyes uttered back to her. “Not now, and not ever again.”

For several long minutes, there wasn’t a single sound outside the window. Taking another weary sigh, Zecora closed the window, and a dark sense of finality crept over her.

I want to help him, but I no longer know how, she thought guiltily to herself. I only hope dear Fluttershy can help him now.

Doubt, No Doubt

“I was right, Applejack! I was right all along! Nocturne really is just sad and lonely! He just pretends to be mean to hide it from other ponies! I went to Zecora, and she told me so! Ooh, I know I can show him kindness now! I know it!”

Applejack frowned at her Pegasus friend's uncharacteristic zeal as the two stood in the fields of Sweet Apple Acres. “You're a glutton for punishment, aren't you, Fluttershy?” she said dryly when she finished explaining.

“Applejack, please, trust me,” Fluttershy replied, “I know he's a good pony, now. All I need is to figure out what happened to him, and why he went to live in the Everfree Forest, and I know I can make him feel better. I know it!”

“Fluttershy, this is startin’ to get way outta hoof, and I think you know it. Didn’t that little mail scare teach ya anythin’? The Phantom Pony ain’t to be—”

“Nocturne, please,” Fluttershy corrected. She’d found herself slipping out of that habit since Rainbow Dash was attacked, and since her last letter to him, she’d consciously resumed it.

“It don’t even matter!” Applejack retorted, exasperated. “The point is, he ain’t to be trusted! What he did years ago don’t compare to what he’s done in the last few days! Even if somepony in town knew what happened to him, they’d prob’ly agree that he don’t deserve much in the way of kindness after everythin’ he’s done!”

Fluttershy merely frowned. “Discord deserved kindness,” she mumbled coldly.

Applejack glared back, bemused. “That’s there’s debatable.”

“Look, Applejack,” Fluttershy continued, her tone strengthening, “I know something bad happened to Nocturne that made him run away, and I know somepony in town knows about it. And I’ll find out, even if Nocturne hurts me like he did Rainbow Dash. I’m sorry, but as close as I’ve come to finding out the truth, I can’t let anypony stop me now.”

There was a long pause in which the two mares stared at each other. Fluttershy’s gaze was steely, yet soft; the resolution couldn’t hide her desperation. Applejack’s eyes were weary and downcast as her concern bore into her yellow friend.

“You know I’m only tryin’ to help you,” Applejack finally spoke, her voice low and gentle. “You know that, don’t you?”

“I know,” she replied, almost whispering. “But I can do it. I know I can.”

Applejack sighed and closed her eyes. Her worry was palpable, overwhelming, and Fluttershy felt it, even in the mood she was in. She lowered her head slightly, but did not break eye contact, even after Applejack closed hers.

“Is that why y'all came here, Fluttershy?”

A tiny voice next to Applejack sounded off, and the two mares turned to see Apple Bloom approach from the direction of the homestead.

“Apple Bloom,” Applejack said in a deprecating tone, “haven’t we talked before about eavesdroppin’?”

“Uhhh . . .” Apple Bloom began, grinning. “Sorry, big sis, but I couldn’t help overhearin’, and I remembered Fluttershy talking about a friend o’ hers that wanted to be alone all the time. Is that the same pony, Fluttershy?”

Fluttershy grinned back as she replied, “Yes, Apple Bloom. That’s him.” Applejack only looked at the Pegasus with a concerned gaze.

“An’ you think Granny Smith might know ‘bout it, so ya came to talk to her, huh? She knows everythin' about Ponyville's history, after all!”

“That's right! I knew your Granny Smith would be the best pony to talk to about Ponyville's past. If anypony knows about what happened to Nocturne, she does!”

“I was thinkin’ the same thing!” Apple Bloom chirped. Immediately, Fluttershy’s brow wrinkled, and Applejack’s eyes narrowed. “Uhh . . . never mind!” the filly added sheepishly. “Just wait right here, Fluttershy, and I'll go get her for ya!” And with that, she raced back to the house as fast as her tiny legs could carry her, her red bow bouncing in the breeze.

“Ooh, this is so exciting!” Fluttershy said, her voice trembling slightly. “Once I know what happened to Nocturne, I’ll finally be able to help him! He’ll stop trying to be mean, and he might even want to come back to Ponyville and live with us like a normal pony—”

“Fluttershy, if I wasn't your friend, I'd swear y'all had gone plum daffy,” Applejack stepped in. “You do know that Rainbow Dash is laid up 'cause of that varmint, don't ya?”

“He wasn’t trying to hurt her,” Fluttershy explained, “he was just protecting himself. Rainbow Dash confronted him, and she was way too loud and mean, so Nocturne fought back. I'm not saying it wasn't his fault. What he did was terrible, and I intend to tell him so. But I know he would've acted differently if Rainbow hadn't been so mean.”

“I can't believe I'm hearin' this. I just can’t believe you’re takin’ that monster’s side over your own friend! You wanna sit there and tell me that after everythin' that's happened, after he scared you, hurt Rainbow, and threatened to hurt you too, you still think that fella is decent? You really believe that?”

“Yes.”

Fluttershy’s steady gaze took Applejack by surprise, as did the firm, unshakeable tone she had used for that single word. Ordinarily, Applejack would have felt frustration creep up on her; stubbornness was hard to deal with, and Fluttershy was hardly ever like this. But that look in her eyes and tone in her voice was clear—she was putting her hoof down and keeping it down.

Applejack nodded. “Okay. I understand. This means more to you than I thought. A lot more. I still think it's best not to fool around with the Phant—uh, Nocturne . . . but if ya really think he's okay, I won't say anythin' more on it.”

Fluttershy felt her heart swell as she replied, “Don't worry, Applejack. I promise, if I can't help Nocturne, or at least prove he's a good pony, then I'll walk away from the whole thing. I know there's some good in him deep down, but if I can't help him, then it's not worth worrying my friends like this.”

Applejack approached Fluttershy and put a hoof on her shoulder. “You should be worried about yourself, sugarcube. We all are.”

“Well, now, what's all this about a 'rock burn'?”

Fluttershy and Applejack turned to see Granny Smith slowly trotting up to them, led by an excited Apple Bloom. “Oh, hello, Granny Smith,” Fluttershy greeted her with a smile, “I was hoping I could talk to you about something. And it's actually 'Nocturne', not 'rock burn'.”

Granny Smith looked confused for a second, then returned the smile. “Oh, of course, dearie. Why, I thought a 'rock burn' sounded silly, anyways. Now, then, why don’t ya tell me about this Nocturne, and I'll see if I can remember 'im for ya?”

Fluttershy nodded and began, “Well, you see, Nocturne is the Pegasus living in Everfree Forest and scaring ponies who come near him. Everypony says he's a monster, so they call him ‘the Phantom Pony’. I think he wants us to believe he really is a monster, but I know he has a good side. I’ve seen it. I think he's just angry and lonely. Do you think you can remember anything about him, maybe from his foalhood?”

“Hmm . . . .” Granny Smith paused, putting a wrinkled hoof to her chin in thought. “Well, I might recall a young'n, not much older than Apple Bloom here, wearin' a hat. Big white fedory-type thang, I reckon. Kinda cute, even with them big ol' bat wengs. Bit of a troublemaker, though. Fact, if’n I recall, I caught ‘im stealin’ from the orchards once. Gave ‘im a good whuppin’ for it, too . . . .”

Applejack’s eyes widened slightly, and Apple Bloom shuffled in place awkwardly before sitting down. Applejack then turned to Fluttershy and muttered, “See? A no-good thief, even then.”

“Now, now, honey,” Granny Smith deprecated, “I reckon he was just tryin’ to feed himself. Li’l Nocturne never meant no harm. Truth is, he was a lonely young'n. No friends or fam’ly, nopony to love 'im.” Another pause, complete with chin-stroking, and Granny Smith recounted as best she could, “Coulda been the wengs, or them red eyes, I reckon, but it coulda been that mean streak. Nopony can play nice with other ponies if they’re a’feared o’ ya, after all. Then one day, just up and ran away.”

“Do you remember why he left, Granny?” Apple Bloom asked as she looked up at her grandmother expectantly.

Granny Smith pondered in another pause, but couldn't seem to reply in the affirmative. “Sorry, dearie,” she finally answered, “all I can recall is an accident some years ago. Outdoor stage went up in flames. Thank Celestia nopony was hurt. Hmm . . . that’s all I got, I s’pose. Must be them small details.”

“But, Granny Smith, that don't make any sense,” Applejack argued, shaking her head. “You remember everythin’ about Ponyville's history. One little old incident should be easy to remember for you.”

“Ahh, but that there's the trouble, hon,” Granny Smith replied, “whatever sent li’l Nocturne away was somethin' nopony really remembers. Prolly 'cause, if'n it was as bad’s a stage on fire, nopony wants to remember.”

“So, it was really bad for everypony, and not just Nocturne?” Fluttershy asked.

“I reckon so, darlin',” Granny Smith replied. “All ponyfolk got diff'rent ways of forgettin'. Fact, you may just be right. Li’l Nocturne ain't no monster. Just got a diff'rent way of forgettin' thangs, is all.”

Fluttershy nodded, feeling her suspicions confirmed. Even with the lack of real insight, she was surer than ever.

“He really is just in pain. Terrible pain . . . .”

For seven days after he’d first scared that little yellow annoyance out of his home, Nocturne had paced the woods, grumbling to himself and trying to solve the frustrating puzzle inside his mind. Emotions coursed through him that he'd never felt before (at least to his spotty memory). Just the existence of that Pegasus set off vicious inner conflict that tore him apart, and Nocturne seethed at the mere thought of her. Aside from seeing her fleetingly inside Zecora’s hut, she'd returned to bother him on at least three more occasions. He’d had a long sigh after realizing he hadn't had to put up with her at all yesterday.

Not because he hated her, but because he didn't know whether he should.

One part of him screamed: I’ll make her pay for making me feel this way!

Another side of him said: I should be ashamed of myself . . . .

Why can’t she just leave me alone?!

Why wasn’t she there yesterday . . . ?

I hate her!

No . . . I’m grateful . . . .

Next time I see her, she’s doomed!

No . . . she deserves better . . . .

I hope I never see her again!

Do I . . . do I want to, though?

The classic angel-and-demon argument eroded his sanity for days. The answers to his questions swarmed around his mind like flies that never landed, pestering and taunting him without fear of capture or death. He couldn't remember the last time he'd felt this way.

I can't remember feeling anything like this. At all . . . .

Nocturne suddenly stopped pacing; he went still and held his breath. Voices. At the edge of the woods. More intruders.

He swiftly made his way to the edge of the Everfree Forest, once again aided by his excellent night vision and intimate knowledge of the woods. Five days ago, that Fluttershy mare had brought him a basket. Three days ago, her impudent rainbow-colored friend had stormed in, raising Tartarus and practically begging for a beatdown. Two days ago, the local mail mare had foolishly come to his forest with another of Fluttershy's insipid letters.

I’ve been careless lately, he thought in frustration. I was a fool to think nopony would be along to torment me today just because they didn’t show up yesterday. Nocturne leaped closer toward the intruders threatening his isolation. I’m at my wit's end! This madness had to stop!

From the sound of the voices as they got closer, Nocturne knew it couldn’t be Fluttershy. They sounded too young. Fillies, most likely.

Yes. Three ignorant, oblivious young fillies . . . .

Unto the Breach

“So, that’s the whole story,” Apple Bloom finished describing Fluttershy’s visit, as she and her two friends sat in their clubhouse later in the afternoon. “Nocturne did grow up in this town years ago. He had to steal food just to survive! I’ll bet that’s how he got to be so mean!”

“It does make sense,” Scootaloo replied, nodding. “I mean, if he still looked like that then, I doubt ponies would have welcomed him with open hooves . . . .”

“But does that explain the article?” Sweetie Belle asked. “I mean, it’s obvious that Nocturne was the one who wrecked that show, but when was that? How old was he? Was he already living in the woods? And whose show did he mess up?”

“I figure, we can all get the answers to those questions,” Apple Bloom said in a slowly-building tone, which she ended on an excited note, “. . . when we ask him ourselves!”

Both Sweetie Belle and Scootaloo gaped at Apple Bloom as if she’d lapsed into Neighponese.

“What?!”

“You’re still serious about this?”

“Dead serious!” Apple Bloom answered. “Only Nocturne knows the answers to all those questions! He knows what happened, what he did, and why! And if we’re plannin’ on helpin’ Fluttershy like we said we would, there’s no better way to do it!”

Sweetie Belle gave a slight whimper. “I don't know about this, girls . . . I don’t suppose there’s a way that doesn’t include the Everfree Forest? I mean, we've been in those woods before and . . . well, things didn't . . . didn’t really . . . go very well then . . . .”

“And besides,” added Scootaloo, “we didn’t know before that Nocturne isn’t the type who likes having ponies over. You saw what that jerk did to Rainbow Dash!” There was a slight growl in her tone all throughout her second sentence.

“What choice do we have, girls?” Apple Bloom asked. “Granny Smith knows everythin’ about Ponyville, and even she’s not sure what happened to Nocturne! And if we ask everypony in town, we’ll be too old for cutie marks by the time we’re done! The only pony we know for sure that really knows everythin’ about him is him! So we gotta take some risks! Ya with me?”

“Well, we’ve been in the forest before,” Scootaloo spoke up, “and we came out fine. Yeah, I think we can do this!”

“Well, it is risky,” Sweetie Belle added, “but if we can help Fluttershy, I’m in!”

“Then it’s settled!” Apple Bloom declared. “Okay, y'all, remember what we gotta do—track down Nocturne, get him to talk about what happened, and we take what we know to Fluttershy. It'll help us solve the mystery of why he's been here since he was a foal.”

“But, what if he doesn’t trust us?” Sweetie Belle asked. “What if he hurts us like he hurt Rainbow Dash?” At this, Scootaloo could only scowl.

“Well, we just tell him we're friends of Fluttershy, then once we have what we need, we take off before he can do anythin'. Fluttershy told me he hasn't hurt her yet, and if he won't hurt Fluttershy, then he won't hurt us, neither.”

“Sounds good, I guess,” Sweetie Belle replied, shrugging. Her tone and the look in her eyes fleetingly stated otherwise.

“This is as good a plan as any, isn't it?” Scootaloo asked. “Besides, if he really is a monster, like everypony says he is, then we have a chance to capture him! We could send him to Canterlot, so they can study him. He might just be a new species of pony we've never seen before! We'll be famous, and we'll earn our cutie marks for sure!”

“One problem with that,” Apple Bloom said in a bemused tone. “Nocturne is Fluttershy’s friend. She said so herself. How would you feel if somepony up and had me’n Sweetie Belle deported for the sake o’ science?”

Scootaloo screwed up her mouth sheepishly before replying, “Good point . . . .”

“Yeah, Fluttershy did say that, huh?” Sweetie Belle asked. “So maybe we can talk to him, or even be his friends. That way, Fluttershy won't have to do anything risky anymore, we can prove Nocturne is a good pony, and everypony in town will know they're safe from him. We could earn our cutie marks that way, too, right?”

“Yep, and the mystery of the Phantom Pony will finally be solved!” Apple Bloom spoke eagerly. “And no matter what happens, we'll do it! Together!”

Apple Bloom stuck out a hoof expectantly, and the other two fillies each puts a hoof on top.

“All right! Let’s do this!” Apple Bloom cheered.

“You said it!” Scootaloo yelled with a nod.

“Yeah!” Sweetie Belle followed suit, sounding much more confident. All three fillies lifted their hooves and they gave a boisterous group cheer:

“CUTIE MARK CRUSADERS! YEAH!”

They didn't know how unprepared they really were.

“Fluttershy, I’ve been putting up with this for as long as I can stand. This foolishness has gone on long enough. Your friends don’t want you to get hurt! Rainbow Dash already suffered because of him, and Ponyville almost lost a mail mare the other day! This has to stop, Fluttershy. The Phantom Pony is dangerous! If this goes on, you’ll be next!”

If Twilight’s voice had been a hair louder, it would have been considered a rant. But Fluttershy’s calm, yet stoic expression made her seem like she wasn’t concerned in the slightest, even after all of the disconcerting things she’d been up to yesterday. After a few seconds of standing in the Golden Oaks library looking into those steely eyes, Twilight couldn’t help but flinch a little.

“Twilight,” Fluttershy said, quietly yet staunchly, “his name is Nocturne. He is not a monster. He is a pony with feelings, just like you. I know what he did was wrong, and I intend to confront him about it. But you and the others have been judging Nocturne before you get to know him, and I am very disappointed in all of you. You should especially know that’s not how you make friends, Twilight. You’re the Princess of Friendship. What would you do if you were in this situation?”

“Certainly not this! I mean, seeing Zecora for help without telling any of us? And all because of the Phan-uh . . . Noct- . . . ugh! Him! Fluttershy, this has gotten to be an obsession, and I cannot stay silent—”

“LET US IN, TWILIGHT!! LET US IN!! HURRY!!”

The desperate screams and relentless banging at the door shattered the air. Spike, who’d been wordlessly observing until now, spoke up, “I guess you’ll have to stay silent, Twi.” At this, Twilight stared back mirthlessly.

All at once, the door burst open and three ponies came rushing in like three small blasts of wind. They rushed past the two mares to a corner of the room, and Twilight was caught in their wake and left in a daze. She and Spike looked to see Apple Bloom, Scootaloo, and Sweetie Belle huddled together and shaking, eyes wide and frantic and bordering on tears.

Fluttershy saw the commotion, and she had to suppress the ghost of a feeling that Nocturne might have caused the looks of fear she saw on the fillies' faces. She did remember saying a little too much to Apple Bloom yesterday, and hoped she hadn't said anything that would get the gears in her mind working. While the Cutie Mark Crusaders' exploits were well-meaning, they had been known to stir up trouble.

“Hey, what's the matter with you guys?” Spike asked. “You look like you've seen a ghost!”

“No,” replied Scootaloo, her voice trembling. “Worse.”

“Was it some kind of creature?” Twilight asked.

“Worse than that!” Sweetie Belle cried.

“Was it . . .” Fluttershy hesitated, not wanting to think about it herself. “Was it . . . a dragon?”

“Even worse than that!” Apple Bloom shrieked, but backpedaled after a glance at Spike. “Um, no offense, there, Spike.”

“None taken. But what was it? What did you see?”

“It was . . .” Sweetie Belle began, her voice shaky and broken, until she finally squealed, “it was . . . IT WAS HIM! NOCTURNE!!”

Twilight, Fluttershy and Spike gasped, and Twilight glanced toward Fluttershy, looking more than a little displeased. “Nocturne, huh?”

Fluttershy was speechless. In seconds, bafflement threw itself into the mix. Once again, she thought she'd figured Nocturne out, and once again, it seemed she was wrong.

“Don't you see now?” Twilight barked. “You see what he’s done? See what he’s capable of? This is why I didn't want you to try appealing to him! This is why your friends were worried about all the time you've been spending on this pony! We didn't want you to get hurt! We didn't want anypony to get hurt! I know your intentions are good, but please, stop this before it goes too far.”

Fluttershy was almost convinced by Twilight's words. Had she not learned what she had learned yesterday, this would have been the final straw. But that’s all over now. I know Nocturne now. Much better than before. And something about this just doesn’t add up.

“It wasn't him, Twilight,” Fluttershy said simply. “Nocturne didn't do this.”

Everypony in the room, even Spike, stared at Fluttershy as if she’d just used a filthy cuss word.

“What?!” Twilight was the first to retort. “Fluttershy, what's gotten into you? How can you possibly go on thinking that this monster is any—”

“Hang on, Twi,” Spike stopped her. “Just listen for a bit, would ya? She might be onto something. I mean, after all, you have been known to freak out unnecessarily in the past.”

“Spike, I resent that insensitive insinuation, and I—” Twilight stopped and stared at Spike’s skeptical gaze. After a long pause, Twilight took a deep breath, brought her hoof to her chest, and extended that leg outward upon exhale. “I apologize, Spike,” she said, her voice resuming balance and diplomacy. “You’re right. This isn’t the time to panic.” She then turned to Fluttershy and the three fillies. “I’m sorry, girls. I’ll do my best to stay objective from now . . . wait a minute. How did you girls know about Nocturne?”

There was a short silence before Sweetie Belle answered, “That’s easy. Fluttershy told us.”

“I think she meant how you knew Nocturne was the Phantom Pony,” Fluttershy added (not slowly, due to Twilight’s suspicious glance). “I never told you that.”

“Well . . .” Apple Bloom began, “. . . we . . . kinda figured it out for ourselves . . . .”

At this, Twilight planted her hoof firmly against her face. “That’s why you’ve been researching Ponyville’s past. You were digging up dirt on the Phantom! Oh, how could I have been so . . . ooh, never mind. Once this is all explained, we’ll do everything we can, girls.” Her gaze narrowed on Fluttershy as she continued, “Of course, if it turns out that that Phantom really is behind this, we have to take action. You know that, don’t you?”

Fluttershy hesitated, but nodded. “Yes. I know. But I really believe Nocturne is innocent. Remember, he may have scared me, but he never attacked me once, and he only hurt Rainbow Dash because he thought she was threatening him. He’d never do something like that otherwise, so . . . .”

Twilight nodded, and elucidation began to grow in her features. “So he wouldn’t attack three little fillies who can’t fight back.”

“Exactly,” Fluttershy replied, with a smile.

“But it was him!” Sweetie Belle shrieked. “We saw him! He was big and scary with bat wings and spooky eyes and—”

“Sweetie, calm down,” Fluttershy soothed. “Whatever’s out there, it can’t hurt you anymore. But you have to tell us what happened before we can help you.”

“Yes, just what were you doing, girls?” Twilight asked, her tone lilting a bit. “Why would you assume it was the Phan-uh, Nocturne, anyway?”

Sweetie Belle, Scootaloo and Apple Bloom all glanced at each other, their eyes shifty and their mouths trembling into guilty grins. “Well . . . uh . . .” Apple Bloom began unsteadily, “we, uh . . . well, we . . . .”

Fluttershy and Twilight waited for the girls to explain, with Twilight’s glare looking more and more rigid. Fluttershy almost felt a certain dread at hearing their side of the story. If they said it was the bat-winged pony with piercing red eyes, then Twilight would have every reason to be worried. But it would also mean that everything I’ve done was wasted, she thought to herself, holding back a sigh. But I can’t believe that. Not now. Whatever they say attacked them, they won't say it was Nocturne.

“Well?” Twilight said with a warning lilt in her tone. “If we’re going to figure this out, you have to talk to us. What exactly were you doing in those woods?”

Fluttershy approached the frightened fillies. “Girls,” she soothed, “don't worry. You're safe now. We just want to know what happened. Just tell us how this all started, and we'll help you however we can.”

It took the girls a few more seconds, but Apple Bloom was the first to speak up after a while. “We're awful sorry, Fluttershy,” she said, her voice almost indistinct. “We . . . we just wanted to help . . . .”

“I understand, Apple Bloom. You're not in trouble.”

“I think that's sort of up in the air, Fluttershy,” Twilight muttered.

Fluttershy glanced back with a slight glisten in her eyes before resuming with the Crusaders. “Just tell us what scared you, and once we know what it is, we can make everything better, okay?”

There was another brief pause in which nopony spoke or moved. The Crusaders continued to glance back and forth at one another, as if debating whether the truth really was the best policy. Finally, Sweetie Belle bravely stepped forward and began, “Okay. We’ll tell you everything.”

Three Sides

Okay, so we went to the Everfree Forest. Apple Bloom had gathered up Scootaloo and me, and we made our plan to go and watch Nocturne, in case we could learn something about him. You see, we wanted to help Nocturne—you know, be his friend, so he wouldn't be a monster anymore. That way, nopony would be scared of Nocturne or worried about Fluttershy anymore . . . we only wanted to help . . . .

W-well, anyway . . . so, we went inside, and we had a plan to find Nocturne quickly. We needed to find a high point, so Scootaloo suggested we climb a tree, and Apple Bloom said, “Okay, let's git awn up inta that thar tree, y'awll!”

So, I said, “I don't think that's a very good idea.”

But Scootaloo just started pushing me up into the nearest tree, and Apple Bloom said, “Don't y'awll worry, Sweetie Baylle. We're raht behahnd ya!” So we climbed up into the tree, but it took such a long time! Do you know how hard it is to climb a big tree with hooves? Especially our little tiny hooves? I scratched my leg, and Rarity gets really upset with me if I mess up my coat—oh, yeah, sorry, the story.

Well, we got up into the tree, and I felt something move up there with us. So I said so, like, “Girls, I think there's something up here!”

And Scootaloo was like, “That's your imagination.”

But then I felt it again. It slithered past my rump, and it felt so creepy! So I turned around and kinda panicked a little bit, but Apple Bloom was like, “Don't panic, Sweetie Baylle. Jest grab one o' us if ya fawll.”

I felt better for a minute, but then I saw it! It was a snake! I screamed and backed up, but Apple Bloom and Scootaloo were behind me, and we all fell over each other and tumbled out of the tree. And Scootaloo landed right on her bottom, and she started crying.

“For the last time,” Scootaloo groaned, “I was not crying! And it wasn't even that big of a snake! It didn't even have any fangs!”

“Scootaloo, please don’t interrupt,” Fluttershy said before allowing Sweetie Belle to continue.

Okay, so then we're dusting ourselves off, but that's when we heard something moving in the trees. We all turned all over the place, but we didn't see anything. Then, we all panicked when we heard a scream, but it was just Apple Bloom. She'd got bitten on the flank by a mosquito.

Well, after that, we heard something move again. We looked, but there was nothing there. We all stood close, flank-to-flank, for a while, trying to find out what was in there with us. Then Apple Bloom said, “Hey, y'all! Maybeh that's Nawkturne out thar!”

Then Scootaloo stepped up and said, “Hey, Nocturne. That you? We just wanna talk, that's all.”

Then I said, “Scootaloo! He's not supposed to see us, remember?”

But he did see us! He jumped out at us and roared, “You look delicious! And I'm hungry! Raaaaa-raaaa-raaar!!” He spread his big bat wings like this, and kept roaring, “RAAAAAAAAAAAAR!!” Like that, but scarier!

And then we all screamed and ran away. We thought we could hear him coming after us in the woods, but I think we lost him right before we got out.

“You’re not good at getting to the point, Sweetie Belle,” Scootaloo muttered.

“I don't even sound like that!” Apple Bloom whined. “You made me sound like some kinda bumpkin!”

“I'm sorry, but I can't do accents very well,” Sweetie Belle replied.

“Funny, you sounded an awful lot like that after the mosquito,” Scootaloo snickered.

Apple Bloom frowned, with a hint of a blush. Sure enough, on her left flank was a small, red bump where her cutie mark would be (if she had one). “I wish you'd left that part out,” she muttered. “Ya left out the part where you tripped on that branch.”

“Girls, enough bickering,” Twilight stepped in before glancing at Fluttershy. “Did you hear that? Bat wings. Sound familiar?”

“Sweetie Belle, are you sure that's what you saw?” Fluttershy asked, having paid Twilight almost no mind. “You're absolutely, positively sure you saw big bat wings?”

“Well, I guess . . .” Sweetie Belle mumbled, downcast. “B-but we were all really scared. I'm lucky I remembered anything!”

“That's for sure!” Scootaloo stood up straight. “You messed that whole story up! That's not even how it happened!”

“Is that so?” Twilight asked, intrigued. “Well, why don't you tell us your side of the story, Scootaloo? What do you remember seeing in those woods?”

Well, first of all, we weren't even in the woods for ten seconds before Sweetie Belle tripped over a branch. We heard her yelp, and we looked over at her. Apple Bloom was all worried and stuff, but I knew everything was fine.

So, I helped Sweetie Belle climb a tree so we could get a better view. Apple Bloom helped a little, though. We had to push Sweetie Belle all the way up there, too. We looked around, and Sweetie Belle said that there was something up there, but we thought she was just panicking. And of course, she was, 'cause she started screaming at this tiny little snake up in the tree, and she started freaking out and pushed us all out of the tree—

“It was an accident!” Sweetie Belle squealed, “and it was not a little snake. It was gi-normous!”

“And don't forget Scootaloo cryin' when she landed on her backside,” Apple Bloom added.

“I was not crying!”

“Girls!” Fluttershy spoke up over them. “You’re fighting again.”

The fillies gave a guilty chorus of “Sorry, Fluttershy,” before Scootaloo resumed her perspective.

Well, we shook off the fall, and that's when we all started hearing sounds. At first, they came from all around us, but then we heard something else. Apple Bloom yelled out to us, but when we turned, she was scratching her flank and whining about a bug bite.

Then we starting hearing more sounds, and whatever was moving around in those woods was coming closer. Apple Bloom thought it was Nocturne, so I walked up to settle the situation, and of course, Sweetie Belle was all worried something was gonna happen. But I guess she was right to worry, 'cause that's when Nocturne jumped out at us and threatened to eat us! Gross, right? I'm pretty sure I could've taken him if he hadn't taken us by surprise, but I was with Sweetie Belle and Apple Bloom and all, so I thought it was best to split. It followed us for a while, but we lost it! I don't remember seeing wings, but I think I saw red eyes before we left. Yeah, like these big, creepy red eyes that you could see even in the dark!

“Well, that ain’t much better at all!” Apple Bloom argued. “An’ I wasn't whinin'! It was a real big bug! And it stung so bad!”

“Apple Bloom's right,” Sweetie Belle added, “she wasn't whining. I've lived with Rarity long enough to know what whining sounds like.”

“Come on, guys, can't you just tell what happened without fighting?” Spike asked.

Twilight, however, turned to Fluttershy with another stern look. “Red eyes, Fluttershy! Red eyes! We all know Nocturne has bat wings and glowing red eyes! What more do you need?”

“Well, okay, I admit, it does seem like it’s him . . . but I can’t believe Nocturne would threaten to eat another pony. All ponies eat veggies, and we couldn't eat so much as a bug, let alone another pony. A-and as far as I know, the only bad thing he ever did to another pony was that he beat up Rainbow Dash, and that’s pretty tame compared to eating a pony . . . would you . . . say? Twilight?” Fluttershy gave a sheepish grin while Twilight’s eyes narrowed.

“They didn't glow, though,” said Sweetie Belle, “At least, I don't think they did . . . .”

“Yeah, ya left that out too, Scootaloo,” griped Apple Bloom. “In fact, ya went through that story way too quick! You left out a bunch o' things!”

“I didn't leave out your new cutie mark, though,” she snickered, pointing to Apple Bloom's mosquito bite.

Sweetie Belle added, “And what about when you fell out of the tree and started cr—”

“I TOLD YOU, I WASN'T CRYING!”

“Apple Bloom, your turn!” Twilight spoke up quickly over the bickering. “You haven't told us what you think happened yet.”

Apple Bloom nodded. “Okay, then. Let me tell y'all what really happened.”

We went into the forest, ready to solve the mystery of Nocturne. It was plenty dark, but we weren't scared, least not at first. But we couldn't see too much, so that’s when we started the plan, and looked around for a big tree.

We stopped for a minute when we heard Sweetie Belle yelp. Unfortunately, that's the one part of the story Scootaloo got right—she did trip on a branch. She was okay, though, so we moved on.

So I said, “Let's try that one,” and I pointed to this big ol' tree nearby.

Sweetie Belle was a little nervous, and she was like, “I don't think that's such a good idea.”

But I said, “Don't worry, Sweetie Belle, we're right behind you.” And so me'n Scootaloo helped her up into the tree. Took us awhile, but we made it, and we started lookin' around.

Then Sweetie Belle said somethin' like, “I think something's up here with us!”

But Scootaloo was like, “That's your imagination.” But then she started hollerin', and we saw the snake she was worried about. She freaked out and shook the tree, and we all tumbled out—

“Don't say I cried!” Scootaloo stopped her, now glaring more intensely than before. “I wasn't crying! I really wasn't!”

Apple Bloom sighed, “Fine. I'll forget about the cryin' if you let me forget about the mosquito bite.”

Scootaloo put a hoof to her chin for a minute, then shrugged. “Okay, fair enough.”

“What about the branch, and the snake in the tree?” Sweetie Belle asked, upset.

Scootaloo patted her shoulder. “Don't worry about it,” she soothed, “none of that stuff really mattered to the story anyway, I guess.”

“Yep,” said Apple Bloom, “it's all behind us, now. Okay?” Sweetie Belle beamed, and nodded her compliance, and Apple Bloom continued, “Okay, so the thing about the branch, the snake, the tree, and the mosquito didn't happen . . . .”

But once we got out of the tree, we started hearin' real creepy sounds. At first, they came from all around us, but then we saw some bushes movin', and I was pretty sure we'd found Nocturne.

So Scootaloo went up and said, “Hey, Nocturne, that you? We just wanna talk, that's all.”

But Sweetie Belle remembered the plan and said, “Scootaloo! He's not supposed to see us, remember?”

But it was too late. Nocturne jumped out at us and roared, and he said, “Mmmm, you look delicious, little fillies! Time for a SNACK!” We freaked out and ran, but we were worried he would catch up to us. We heard 'im gainin' on us for a while, but once we got out of the woods, we didn't hear nothin', so we thought it was safe. You shoulda seen 'im, the big wings, them sharp claws, those red eyes, the—

“Wait, what?” Spike stopped them. “Claws? Since when do Pegasi have claws?”

Apple Bloom’s eyes swiveled as she backtracked. “Uhh, well . . . I guess they don't. But, what other Pegasus has big ol' bat wings?”

“Actually, I saw claws, too,” Sweetie Belle said, nodding, “but I didn't really think about it. I guess it was 'cause I was so scared.”

“Hey, yeah!” Scootaloo called. “He did have claws, didn't he? Maybe he just . . . I don't know . . . grew them while he was living in the woods?”

“Was it wearing a hat?”

Everypony gazed wide-eyed at Fluttershy after this question—especially in response to her use of the 'it' pronoun.

“Oh, that's right!” Apple Bloom declared. “Nocturne wears a fedora, doesn't he?”

“A fedora?” Scootaloo retorted. “Psh! Lame . . . .”

Sweetie Belle smiled. “I don't know, I think fedoras are kinda cool.”

“Girls, focus,” Twilight spoke up, “did you see a fedora, or any kind of hat on his head?” All three girls shook their heads.

“See, Twilight?” Fluttershy asked, “it couldn't have been Nocturne. Whatever this thing was, it wasn't wearing a hat. I always see Nocturne wearing it, so it couldn't have been him.”

Twilight cocked an eyebrow at Fluttershy. “You don't think he could have taken it off for a minute?”

“Isn't there anything else you guys can remember?” Spike asked.

The fillies were silent for a moment, until Sweetie Belle finally answered, “Well, I thought there was something weird, but I didn't wanna bring it up, 'cause it didn't really make a lot of sense . . . um, well . . .” she seemed to struggle to put it together in her head, but pressed on, “. . . he looked like he walked funny. Like, he didn't walk on four legs, you know? Like . . . he had no legs.”

Apple Bloom and Scootaloo looked back at her with wide eyes, more awed than confused. “Yeah, I remember that, too!” Scootaloo replied. “In fact, I didn't even hear the clip-clop of his hooves when we were running! It was like he was . . . gliding.”

“And he couldn't have been flyin'!” Apple Bloom added. “There wasn't enough room to flap his giant wings! It really did seem like he was glidin', or hoverin', or . . . well . . . .”

“Slithering?” Twilight asked, and the Crusaders all agreed. A wide-eyed look suddenly flashed over Twilight's own face, and she rushed to a bookshelf, pulling a book from it with her magic.

“What is it, Twilight?” Spike asked with a slightly quivery voice. “You on to something?”

“You bet, Spike,” Twilight replied as she flipped through the book (the title read The Behaviors and Habitats of Amazing Creatures). After a few seconds of flipping through pages, Twilight suddenly declared, “Here it is!” She walked back toward the group, carrying the book with her, and held it up in front of the girls, “Is this what you saw?”

The girls stared at the page Twilight found, reading the information printed on one side:

Of all creatures that exist in Equestria, few are as deadly and cunning as the Lamia. A bizarre creature with the head, chest and front legs of a wildcat and the waist and tail of a serpent, the Lamia can be found in dark forests, mountains, or deserts. Able to travel quickly by sliding on its tail or taking to the air with its enormous bat-like wings, the Lamia's versatility makes it a deadly predator. It is capable of great feats of strength, speed and reflexes, and is known for taking enemies or prey by surprise before shredding them to pieces with its feline claws, or strangling them with its powerful tail. For centuries, the Lamia's diet has made it a particularly reviled beast, as it only seems to desire—

The Cutie Mark Crusaders stopped reading and saw the picture on the opposite page—the picture of the Lamia, exactly as the book described it. It was a monstrous sight, a furry, spotted coat matted with muck and Celestia only knew what else, that extended all the way to the waist, until the fur quickly morphed into reptilian scales. From there, the feline body morphed with it, a slow gradation from wildcat torso to snake tail. The gargantuan, draconic wings bore the same greenish-black scales as the serpentine tail. Its red eyes had the characteristics of both snakes and jungle cats, and seemed to glare back at the readers with malice.

“THAT'S IT!” the Crusaders all announced at once. “THAT'S WHAT WE SAW!!”

Twilight stared blankly as she closed the book. “Amazing . . . the Lamia is exceptionally rare. For one to show up here in Ponyville, I—” she stopped, then turned to Fluttershy, her eyes forlorn. “I . . . so sorry, Fluttershy. You were right all along . . . .”

“It's okay, Twilight,” Fluttershy replied placidly. “I understand. Nocturne's still a mystery to us all, and you feared the worst of him. But now we know what happened for sure.”

“Besides,” Spike added with a smile, “the Cutie Mark Crusaders are safe, and like they said, that thing stopped following them after they got out. And I doubt it knows where they are now. What's the worst that could happen?”

BANG!!

Attack of the Lamia

Nocturne moaned as the dark shapes swimming in front of his eyes slowly came back into focus. Ughh . . . what the buck happened? How long have I been out? He slowly stood up, then felt his heart plummet as his hoof shot up to his head. Once he felt the reassuring fabric of his fedora, he relaxed.

Okay, think . . . last thing I remember . . . three voices babbling at the edge of the woods . . . not Fluttershy, I know her voice by now . . . too young to be her, anyway. I went toward them, about to scare them off like any trespasser . . . my wings flexed . . . my eyes glowed, and then . . . .

Blackout. Nothing else came to him.

Using his superior night vision, Nocturne scanned the area around him. Weak and dying trees on either side of the forest path appeared to have been shredded by claws. Nocturne scrutinized the marks on these trees, then scanned the path for tracks. Looking once, twice, as many as ten times over the same area. Those marks look familiar, but I can’t quite place them . . . well, whatever it was, it was good, Nocturne thought. Strong, stealthy, and got the drop on me. Nopony’s ever done that before.

Well, except . . . .

Nocturne suddenly felt a brutal headache overcome him for a split-second, and moaned briefly before it subsided. Then, as if prompted by the pain in his head, he could place those marks. An event. A showdown of some kind. From the past.

“Oh, no. It’s back . . . .”

Nocturne froze in the dark. By now, the assailant seemed to have scared his intruders away, for both it and they were nowhere to be seen or heard. But it’ll most likely be back soon, Nocturne reasoned. It was headed the same way I was, otherwise I would have seen it coming. And there’s nowhere to go but into town. It has to come back eventually. Ponyville probably won’t take kindly to it.

Well, if my experiences are any indication . . . .

“You know of its return, my old friend Nocturne?”

Nocturne spun around to see the owner of the new voice before him, and saw a zebra with a Mohawk staring earnestly at him.

“Oh . . .” Nocturne replied bitterly, “it’s you . . . .”

“Indeed, my friend,” Zecora spoke with the same earnestness, “I’d gotten a gist. Of our mutual antagonist. I knew she was up to no good, so I followed her to the edge of the wood.”

“This doesn’t make any sense,” Nocturne growled. “No creature dares invade my territory. Especially after the last time that thing skulked around here.”

“You were quite firm in your intent. But she seems unlikely to relent.”

Nocturne sighed and cursed under his breath. “Even after the last time I had to put that thing in its place . . . .”

“I remember that time well,” Zecora replied with a nod. “I’d been close to hearing doom’s knell.”

“And you haven’t let me forget it since,” Nocturne grumbled. “At least it got you to keep quiet about me.” He trailed off as he glared at her. “For the most part . . . .”

“My apologies are sincere,” Zecora replied solemnly.

“Yeah, I’ll bet they are . . . .”

“But we mustn’t discuss it here. She’ll be back with fresh prey. We cannot let her feast today.”

Nocturne blinked. “What? Prey from Ponyville? Why should I care what that thing does to them?” He lowered his head and squeezed his eyes shut. “After what they did to me . . . .”

The silence of the woods encased them like a cocoon for a long while. After what seemed like hours, Nocturne opened his eyes, looked into Zecora’s offended expression, and spoke up. “Why are you still here?”

Zecora’s brow furrowed. “All this time, and you still can’t cope,” she mumbled. “If you truly believe that . . . then there is no hope.”

“What’s that supposed to mean?”

“It’s supposed to mean, that if you stay . . . .” Zecora turned and walked deeper into the woods, turning her head back one last time. “. . . Then you truly are the beast they say . . . .”

Without another word, the zebra vanished into the darkness, leaving a stunned Nocturne staring into the shadows where she’d been.

BANG!!

Everypony froze at the sound of another tremendous impact against the library door. Another BANG, and the fillies started cringing; after what they'd described, they seemed sure of what was making that sound.

“Ummm . . .” Spike muttered with a gulp, seeming to realize what he’d just said. “Never mind.”

BANG!!

“It found us!!” Sweetie Belle screamed. “It actually found us!!”

“It’s okay, girls,” Twilight spoke up over the whimpering. “You’ll be okay, I promise—”

CRAAAASH!!

The door was broken down, taking much of the wall around it with it, and a menacing, 25-foot-long creature slithered in—the very same creature illustrated in Twilight's book, spotted coat, scales, snake tail, wings, red eyes and all.

“Ahhh, there you are!” the Lamia roared as she spotted the Crusaders. “Thought you could slip away from me?!”

“NO!” Fluttershy bellowed, seizing her dormant courage and standing in front of the fillies. “You go away and leave them alone!”

“Get away from them!” Twilight added as she fired up a magical glow in her horn. “We won't let you hurt them!”

The Lamia merely chuckled at the mares' attempts at bravado. “Ponies . . . pathetic little beasts!” she cawed. “Now get away from my meal, or be prepared to pay the price!”

Twilight gritted her teeth and shot a blinding beam from her horn. Almost a blur, the Lamia moved quickly to one side, and the beam blasted a hole in the wall. With the same lightning-quick movements, she closed in on Twilight and brushed her off to the side with a swipe of a paw before the Alicorn could react, knocking her into a bookshelf and burying her under a cascade of books.

“Twilight!” Fluttershy screamed. “How could y—aah!” She yelped as the Lamia lashed her with her tail, catching her in the chest and bashing her into the wall behind her. She was unconscious before she hit the floor.

“TWILIGHT! FLUTTERSHY!” Spike screamed, his eyes dinner-plate wide. He stared up at the monster, quivering, before swallowing hard and holding up his claws. “W-well, come on!” he barked, his claws curled into fists and his knees buckling. “P-put ‘em up!”

The Lamia looked at Spike with a cocked eyebrow and a scowl. “You’re serious, aren’t you?”

“Come on! I d-dare you! I’m th-the hero of the C-Crystal Empire! I w-won’t let you off th-that eas—”

The Lamia slammed a paw on top of Spike’s head, pressing him face-first into the floor, before slithering towards the trembling trio of foals. “You’re not getting away again . . . .”

Scootaloo, Apple Bloom and Sweetie Belle could only huddle together and squeal.

Without another sound, the Lamia swept her tail in front of her, wrapped it around Apple Bloom, Scootaloo and Sweetie Belle, and squeezed them into a tight bind. The Crusaders struggled against her grip, but could not move.

Twilight moaned as she emerged from the pile of books. She saw the Lamia push up off of Spike’s head and leap out of the library through the hole she'd made. “No!!” she bellowed and fired another beam. The magical projectile uselessly punched a new gap in the edge of the hole, just barely missing the foalnapper. Her victims’ screams could be heard all the way outside, fading as the Lamia took them away.

Slamming a hoof on the ground, Twilight grunted before running toward the hole. Right before reaching it, she heard a soft moan and turned back toward the inside of the library. “Fluttershy!” she gasped, racing toward her and kneeling beside her. “No, no, no! Fluttershy! Say something, please!” She looked around in a panic, as if hoping to find something to help revive her. “Fluttershy, please be okay!” she shrieked. “Please, not now . . . not after everything I said before . . . oh, please be okay!”

Spike moaned as he stood up in a daze, but snapped to his senses quickly. “NO! I couldn’t stop it! It took them! What do we do?!” Spike screamed his head off and ran around in circles in a panic, “WhatdowedowhatdowedowhatdowedowhatdowedoWHATDOWEDO?!”

“Calm down, Spike!” Twilight yelled over him. “Look, I’ll stay here and take care of Fluttershy, you go and gather the others! I’ll join you as soon as I can, okay?”

Spike froze where he stood as Twilight's words relaxed him. “Right! Gather the others! All right, here I go!” And Spike rushed out of (what was left of) the door, stepping over wooden debris and taking off like a little green-and-purple blur.

“Hurry!” Twilight called after him, then turned her attention back to her fallen friend, “Oh, Fluttershy, hang in there! Everything's gonna be okay! I'm right here with you, and Spike's on his way to get Rarity, and Applejack, and Pinkie Pie and Rainbow Dash. They'll get the girls back! I know they will! But just stay with me, okay? After what I said, what I thought, I don’t know what I’d do if something happened to you. I feel like . . . I feel like this . . . .” Twilight glanced back at the hole in the library and stared for a good while.

“I feel like this is my fault . . . .”

After staunchly believing Nocturne was behind this, the pain of knowing she was wrong stabbed at her like a thousand burning needles. Watching over her now is the least I can do now. How could I have been so blind? How could I let fear cloud my judgment? I never let that happen . . . never . . . .

Oh, I only hope Spike will hurry before it’s too late.

Glancing at her copy of The Behaviors and Habitats of Amazing Creatures (it had fallen open to the Lamia page), Twilight shuddered at the last sentence, the one the Cutie Mark Crusaders had not finished reading:

For centuries, the Lamia's diet has made it a particularly reviled beast, as it only seems to hunger for the young of other species, particularly pony foals.

Dance with the Devil

Rarity's already upset enough about that Phantom Pony! How is she going to react now that there's a Lamia loose on top of it?! Before, it was Fluttershy, but now it's her own sister! And I couldn't do a thing to help! She'll never forgive me!!

Spike’s little legs pumped harder and faster by the second as he made a beeline for Carousel Boutique. He reached the front door of the boutique in record time and burst through the door without bothering to knock. “RARITY!! RARITY, WHERE ARE YOU?! WE NEED YOUR HELP!!”

Noisy hoofsteps sounded off from the staircase, and they bore Rarity onto the ground floor. “Spikey, darling!” she gasped when she saw him as he was now bent over and gasping for breath. “What's happened to you? Are you all right, dear? Are you hurt? Tell me what's wrong, and Rarity will make it all better, I promise!”

“No . . . not me . . .” Spike heaved, still gaining his breath back, “. . . Sweetie . . . Belle . . . .”

Rarity gasped again. “My sister? Oh, what's happened to her, Spikey? Is she all right? Please, tell me!!”

Spike fought his exhaustion with all his might, “She . . . and Scootaloo . . . and Apple Bloom . . . Everfree . . . taken . . . monster!”

“What?!” Rarity screamed. “A monster in Everfree?! Was it that beastly Phantom Pony? I WILL END HIM!!”

“Not him . . .” Spike heaved, “. . . no time to explain . . . we gotta get the others . . . now!”

“Say no more, Spike!” Rarity replied, swiftly lifting Spike up onto her back and racing out the door. “We'll have to split up! I'll find Pinkie Pie and Rainbow Dash! You get Twilight and Applejack!”

“Twilight can't!” Spike explained further, “That thing broke into the library and attacked Fluttershy! Twilight's staying with her!”

“Oh, dear, no! Fluttershy hurt, and Sweetie Belle and her friends gone?! Absolutely terrible!”

Spike started feeling a pang of guilt, and found himself replying without even meaning to, “Rarity, I . . . I'm sorry. I couldn't stop it . . . I wasn't strong enough to save them . . . it's . . . it's all my fault!”

The two came to a crossroad, and Rarity stopped, setting him down. “Don't you take one bit of blame for this, Spikey-wikey,” she answered, caressing his cheek with a hoof. “It's this beast who's to blame, not you. We mustn't give up hope now. We have to do whatever it takes to save them! We'll set everything right, I promise. Now go! Get Applejack! Now!”

“Right!” Spike raced down one road, while Rarity sped down the other, each of them setting their sights on uniting their group.

The Lamia finally set down in front of the Everfree Forest, and Sweetie Belle, Apple Bloom and Scootaloo still screamed and struggled against its gripping tail. The Lamia slithered into the woods, and the darkness covered them from head to hoof, hiding them from anypony that might be on the way to rescue them.

Scootaloo was the first one to summon up enough courage to speak, “Wh-what . . . what are you gonna do with us, y-you freaky . . . cat . . . snake . . . thing?!”

The Lamia gave a chilling hiss of a snicker before responding, “I'm a Lamia, my little pony-bite. Pity you didn't learn about us in school. Not that it would help you to know that you're on today's menu!!”

“NOOOOOOOOOOOOOO!!” Sweetie Belle squealed, “fearful” not nearly enough to describe her voice. “Please! Don't eat us! Please! We're ponies! You don't want us! We don't taste good! We . . . we taste like glue!!”

This only served to make the Lamia salivate. “Mmmm . . . delectable . . . .”

“Way to go, Sweetie Belle,” Scootaloo deadpanned. “You wanna grab a twig and give us a garnish while you're at it?!”

“Well how was I supposed to know Lamias like glue?!” Sweetie Belle bit back. “I don’t even know if we really taste like that!!”

“Calm down, y'all,” Apple Bloom spoke up. “We can get outta this. We just have to stay positive and work together!”

Scootaloo sighed and nodded. “Apple Bloom's right. If we turn on each other, there won't be anything left for that thing to eat! We gotta keep it together! We're the Cutie Mark Crusaders! When we're together, we can do anything!”

Sweetie Belle whimpered as the Lamia's tail tightened around them. “I don't even care if we get our cutie marks today!” she whined. “I just wanna be able to try again tomorrow!”

“There is no 'tomorrow' for you little sweet treats!” the Lamia hissed. “Your end is today!”

The girls continued to struggle as their capturer continued to slither through the dirt and mulch of the dark forest. The shadows threatened to engulf them indefinitely as they passed tree after tree, dark bushes, broken twigs, a pair of glowing red eyes, scattering animals—

“What was that?!”

The Crusaders and their captor did a double-take, and saw that they had indeed passed a pair of glowing eyes, like scarlet lamps burning in the shadows of the woods. Suddenly, a dark figure from the same area lashed out with a snarl at the Lamia, catching her in the gut, throwing her several feet into the woods and sending her (and the dizzy Crusaders) rolling into a clearing full of weak sunshine.

As the Lamia righted herself, she glanced wildly in every direction. “Who dares!” she screeched. “Show yourself!”

As if on cue, the shadowy figure stepped out from the darkness at the edge of the clearing. He was a silvery-coated Pegasus stallion, tall and willowy, with a wild, spiky mane of jet-black hair streaked with midnight blue. Perched atop his head was a stainless white fedora with a black band.

“You know what you just said?” he asked the Lamia. “‘No tomorrow’? ‘Your end is today’? Funny how sometimes we tend to project.”

“What? You?!” the Lamia roared. “You wanna get in my way again?”

“I think you have things confused,” the stallion retorted. “You are the burr under my saddle, and I will not tolerate you in my territory anymore.”

“I only brushed you aside before, Pegasus! Get lost, or fear for more than just a bump on the head once I'm through with these fillies!”

The stallion merely scoffed, accompanying it with a crooked sneer. “You think you know fear?” He crouched down low and flexed his wings, which the Crusaders only now saw were not only easily twice the length of the stallion’s body at full span, but were also coal-black and leathery, like dragon wings.

All three Crusaders screamed as the stallion’s eyes began to glow a blinding bright red, the light encompassing the entirety of each eye as if they’d turned into a pair of fiery red suns in his head.

“I AM FEAR!!”

Nocturne’s bellow sent a flock of birds fluttering out of a nearby treetop. The Lamia hissed back and raced at him as Nocturne charged. She swiped at him with a paw, but he ducked and launched his right front hoof into her face. The Lamia retaliated by slashing at Nocturne with the other paw, nicking his shoulder. Knocked away by the hit, Nocturne bounced back and tackled his foe, making her grunt and loosen her tail, dropping the three fillies into a pile on a grassy patch.

“You scum!” the Lamia roared as the trio scrambled away. “You made me lose my meal!!” She bared her fangs and lunged, attempting to sink them into Nocturne's neck, but he pressed his hooves against her lips to stop her. Seizing an opportunity, she swung her paw into Nocturne's stomach, knocking him backwards into the dirt. She then threw her tail at him and wrapped it around his right foreleg. She pulled, reeling him in painfully and shouting, “GET OVER HERE!!”

Nocturne flailed helplessly and braced for another swipe of a claw that tore into his other shoulder. He dropped like a stone before the Lamia, still caught by her tail, and moaned as she lifted him up to meet her eyes. “You’re slipping, my old friend,” she gloated. “You were a heck of a lot stronger than this ten years ago. Did these little ponies bothering you every day make you soft?”

Nocturne didn’t reply. Instead, he growled as he reached his head up and sank his teeth into the Lamia’s tail as it secured his hoof. She squealed in agony as Nocturne pulled himself up on her tail as if on a rope and thrust his back legs into her chest, throwing her backwards. The Lamia recovered quickly and whirled around, whipping Nocturne in the face with her tail and sending him plowing into a dead tree. He stumbled to his feet, eyed the Lamia with malice in his burning red eyes, and spit the tip of the Lamia’s serpentine tail out of his mouth.

All the while, the Cutie Mark Crusaders watched from the side of the clearing they had scurried to. The urge to run had drained away, and they stood transfixed, as if watching a train wreck.

The Lamia unfurled its wings and charged, but Nocturne raced in head-on, taking to the air on his own massive wings. The Lamia’s claw raked his face, while his hoof bashed her snout in. With the same lightning reflexes, the beast flexed her wings full span, catching Nocturne with one of them and sending him flying into another tree. But Nocturne was quicker this time—he pressed his back hooves into the tree as he connected and sprang off of it, ricocheting back toward the Lamia and catching her in the neck with his front hooves.

Nocturne thrusted his opponent into a tree behind her and had her pinned to it by her throat. The creature struggled and sputtered, swinging her paws, shaking her wings, and flailing her tail. She was panicking, losing control of the situation—and within another few seconds, her body.

The Lamia wasn't the only panic-stricken creature in the area; the Cutie Mark Crusaders continued to stare in awe at the battle as Nocturne struggled to keep the Lamia contained.

All three jumped as Nocturne glanced down at the girls with his luminous eyes. What he said next took a few seconds to register:

“Go. Now!”

The Escape

“Are you deaf?! Out! NOW!!”

The three fillies had been frozen in shock up until Nocturne’s fresh rage thundered in their ears. His hold against the Lamia he had pinned to the tree was weakening.

“Hey, twist my hoof!” the Pegasus quipped first before turning tail and running out of the clearing, her tiny wings buzzing behind her.

“Scootaloo, wait up!” the Earth filly shrieked as she followed suit.

The Unicorn ran with them, but stopped just before she reached the woods and turned around for a minute. Her face still showed awe, but there was a certain softness to them as well as she regarded her unlikely savior.

“Um, thank you,” she mumbled, her words almost drowned out by the Lamia’s struggling.

Nocturne answered her by whipping his hoof to the side, sending the Lamia flying and crashing into a bush, a motion similar to how he threw the rainbow-maned Pegasus mare three days before. The filly was speechless.

“Sweetie Belle, come on!!” the Earth filly shouted, having returned long enough to grab her friend by the tail and drag her away from the carnage that was about to unfold. In seconds, all three fillies were gone.

The Lamia stumbled out of the bushes just in time to see her would-be meal escape. She uttered a sound at Nocturne that was a spine-tingling melding of a hiss and a roar, and flew into him, knocking both of them out of the clearing and back into the darkness of the woods. The enraged cat-lizard recovered the soonest and slashed her claws at Nocturne before he could stand up. She raked into every inch of him she could reach, hissing and spitting and flinging blood off of her claws as she attacked. Finally, after a slash across Nocturne’s eye, she whipped around and slammed her tail into him, sending him hurtling into another dead tree, one that made a titanic sound that scared a horde of animals out of the nearby underbrush.

“I . . . won’t . . . tell you . . . again . . .” the Lamia panted, sucking in breath after shaking, livid breath. “Stay . . . out . . . of my way!!”

Splintered wood and bits of dried foliage stirred as Nocturne pulled himself to his hooves. He was covered in dirt and muck, and due to his many injuries, patches of his own blood. He too panted heavily, but he nevertheless planted his hooves into the ground and stared daggers at his opponent. His wings were fully spread, and his bright red eyes burned through the darkness of the woods.

“. . . I could do this all day . . . .”

Rarity led Rainbow Dash and Pinkie Pie to the crossroads where she’d left Spike. At the same time, Spike was racing towards them, Applejack in hot pursuit. With the group unified, they quickly changed course and sprinted toward the Everfree Forest.

“Oooh, that creature will pay!” Rarity growled as she ran, ignoring a mud puddle that had soaked her pristine hooves. “That filthy cur will rue the day it hurt my baby sister!!”

“Get in line, Rarity!” Applejack retorted. “Whoever or whatever that thing is, it’s got a bad day comin’ to it for harmin’ an Apple!”

“And nopony messes with my pal Scoots on my watch!” Rainbow Dash added as she soared above the group.

“I wanna say something cool, too!” Pinkie Pie squealed. “Ooh, how ‘bout, ‘Nopony messes with my friends!’ Nah, too much like Dashie! Ooh! How about, ‘That monster’s in for a big surprise!’ No, not cool enough . . . OOH! How about—”

“Pinkie, focus!” Spike bellowed over her. His own rage and determination had not settled since he’d gone to collect Applejack, and it seemed as though it would not until this Lamia had paid the price for abducting his friends.

“Oops! Right, sorry Spike!” Pinkie replied. “But come on, everypony! We can’t lose hope! Let’s keep the faith that we’re not too late, and open up a can of whoop-flank on that mean old Lamia! Yeah! That was a good one!”

The prospect that they could be too late hadn’t even passed from mouth to ear. It wasn’t an option. They had to be there for their little loved ones. At this point, they were the only ones who could.

As far as they knew.

Pony and Lamia tumbled over one another through the forest in a chaotic knot of violence. A punch in the eye with a hoof was answered by a claw slash across the cheek. A kick was answered with a head butt. Groaning and snarling could be heard making a trail from one end of the woods to another, and dead and dying plants were far less lucky than escaping animals, and suffered a brutal steamrolling from the charging cloud of carnage.

Finally, feeling his back collide roughly with the grass, Nocturne pushed hard with his back legs, propelling the Lamia off of him and sending her colliding into another, much sturdier tree. She collapsed to the base in a heap, in front of a pile of leaves. A pile of leaves that, only after Nocturne saw the Lamia lay before it, looked distressingly familiar.

Oh no . . . I hope that’s not the pile I kept my—

Too late. In a blind fury, the Lamia let out a ferocious roar and tore through the leaves with her claws. Her tantrum sent bits of dried leaf and dirt flying around—along with what distinctly resembled yellow fluff and white cotton.

“Why do you insist on testing my every nerve!?!” she screamed. “You impeded me! You insulted me! You made me lose my lunch! And you continue to mock me by struggling for your life! I hope playing hero was worth it for you!”

Nocturne’s eyes bolted open as he saw bits of yellow and white litter the forest floor around his hooves. After a few seconds of gaping in horror, he turned his gaze to the Lamia and narrowed his eyes. A stare from two burning eyes never looked colder.

“That's your second mistake,” he spoke softly—dangerously softly, “thinking that rescuing those little intruders was my reason for caving in your skull.”

“Oh, really?” the Lamia spat, eying him with her own vicious red eyes. “Then pray tell, what was my first mistake?”

Nocturne took a step forward; his eyes were now so bright, they gave off tangible heat.

“The real reason.”

And as fast as the Lamia had been moments before, Nocturne charged, plowing himself into the Lamia and slamming his hooves into every bit of snake skin and cat fur he could touch.

And you’ll never know the new reason you just gave me, you monster! Nocturne raged in his mind as a brief image of Fluttershy was illuminated inside it.

After what seemed like hours of running between trees, bushes and shadows, the Cutie Mark Crusaders finally heard a voice break the silence amongst the three of them.

“Shouldn’t we help him?”

Sweetie Belle hardly realized herself that she had even spoken. In a second, she, Scootaloo, and Apple Bloom screeched to a full stop.

“He’s still back there,” Sweetie Belle proceeded tonelessly. “Shouldn’t we . . . do something . . . ?”

Scootaloo looked at Sweetie Belle as if she'd just gained a horrific, disturbing image as her cutie mark, and Apple Bloom answered audibly, “Beg pardon?”

“Well, he . . . he saved us,” Sweetie Belle replied. “I don't even think he meant to, but he did. Shouldn't we do something to help him? He can't take that thing on alone.”

“Look, he said for us to go, and we're going!” Scootaloo yelled. “We're lucky he didn't come after us for coming here in the first place!”

“Yeah,” Apple Bloom spoke up with a nod, “I mean, what do you think he'd do to us if he wasn't preoccupied with that Lamia?”

Sweetie Belle seemed to consider this for a moment, then relented with a nod of her own.

“So, we need to focus on gettin’ outta here, right?” Apple Bloom asked, searching for agreement more than an actual answer.

“Yeah . . . we just gotta . . . get out . . . umm . . . girls?” Sweetie Belle asked, her voice trembling as she glanced around. “Where . . . where are we?”

There was a pause in which only the sounds of scurrying animals, nearby and in the distance, could be heard. The disturbing lack of response sent shivers through all three fillies.

“W-well . . .” Scootaloo muttered, deepening her voice to offset the tremble in her own tone, “i-it’s obvious that . . . w-well, we just . . . we-we went down that way, so . . . s-so we just . . . well, we . . . .”

She seemed to realize quickly that her well had run dry.

“Girls . . .” Apple Bloom mumbled, her lifeless monotone perfectly expressing their plight, “. . . I . . . I’m pretty sure we’re lost . . . .”

There was another, lengthier pause that was suddenly broken when all three foals jumped at the sound of movement in the trees beyond. The movement was accompanied by the chilling sound of a hissing roar.

Author's Note

We're at the twentieth chapter! Thank you all so much for reading! :yay:

We're Even

Scootaloo, Apple Bloom, and Sweetie Belle turned back toward the way they'd come as the hissing roar got louder. Coupled with the rustling of leaves and the breaking of branches, it could all only mean one thing.

Nocturne lost the fight.

The Crusaders screamed and continued running, not even sure where they were going and desperate just to get away. Behind them, the rumble in the foliage grew, and the animalistic screech grew more intense. The Lamia was gaining on them again, giving all three of the girls a horrific sense of déjà vu. It only urged their little legs to keep pumping, their little hearts to keep beating, and their minds to long for a savior.

“I can’t see!” Scootaloo yelled. “Where are we?!”

“Not back there!” Apple Bloom yelled back. “That’s all that matters!!”

“Oh, Celestia help us!!” Sweetie Belle shrieked.

“Apple Bloom?” came a familiar voice piercing through the dark of the woods, “C'mon, sugarcube, answer me! Where are you!!”

“Huh? Wow, I didn’t think she’d answer!” Sweetie Belle squealed.

“That wasn’t the Princess!” Scootaloo snapped. “Listen!”

“Hey, Scootaloo!” came another voice. “Is that you in there? Over here! You're almost home!”

All three fillies gasped and shifted their direction toward the voices as they ran. Triumphant hope now broke through the unbridled fear amongst them

“That's Applejack and Rainbow Dash!” Apple Bloom yelled. “They found us!!”

“We're saved!” Scootaloo cheered. “Rainbow Dash could totally take on that ugly snake-cat thing!”

Racing between trees and jumping over bushes, the girls ran on and on, staying ahead of the vicious din that closed in on them. They could hear the distance shrink fast, and each filly was sure she could feel the Lamia's hot breath on their back hooves.

“There they are!!”

The girls saw movement in the green ahead and ran on; two grown pony silhouettes appeared before them in the dark, slowly taking shape as an Earth pony and a Pegasus.

Applejack and Rainbow Dash climbed through the dense shrubbery and spotted them.

“Hang on, hon! You’re safe now!” Applejack ran to her sister and swept her onto her back. The older mare then bolted into a run, triple the speed of any one of the fillies. At the same time, Sweetie Belle and Scootaloo were swept off the ground by Rainbow Dash, and the Pegasus rocketed into the sky, blowing past the canopy.

“Fasten your seat belts, girls!” Dash called to them. “You're in for a wild ride!”

“Yeah! Way to go, Rainbow Dash!” Scootaloo continued to celebrate as she and Sweetie Belle soared through the air with Dash gripping them tight at her sides. Below, Applejack's longer, stronger legs pumped her and her sister over branches and logs, between decaying trunks, and toward the forest’s edge. In minutes, all three fillies and their saviors saw light, and sprang to the other side.

They were back in Ponyville.

“Look, there they are!” Spike called, and he, Rarity and Pinkie Pie ran to them. Applejack stopped and let Apple Bloom down, and Rainbow Dash landed, letting Scootaloo and Sweetie Belle touch down. Scootaloo hugged Rainbow Dash and whooped loudly, Apple Bloom clung to her sister, her eyes watering, and Sweetie Belle proceeded to kiss the grass beneath her hooves.

“Sweetie Belle!!” Rarity shrieked and ran to snatch her sister off the grass she worshiped and into an embrace. “Oh, darling, I was positively drowning in worry!! Are you hurt? Are you quite all right? Whatever's happened, it will be all right, now! You're safe!”

“I'm all right, Rarity,” Sweetie Belle replied, barely heard past Rarity's fretted smothering.

“Thanks for comin' after us, you guys,” Apple Bloom said as she hugged her sister. “We thought we were goners for a minute, there!”

“Well, we wouldn’ta had to,” Applejack cut in sternly, “if you three hadn’t gone all half-cocked inta the Everfree all by your lonesome. Just what in tarnation were ya thinkin’ goin’ in there?!”

“Come on, AJ, cut ‘em some slack!” Rainbow Dash said confidently. “If it came down to it, I would've given that Lamia thing the old one-two hoof! But it looks like you got away from it. How'd you do it?”

“Well, that's the weird part,” Scootaloo tried to explain. “Just before the Lamia started on us, Nocturne came in and—”

“Nocturne?!” Dash growled. “That Phantom jerk?! What did he do to you, kid? I swear, if he touched one hair on your mane—”

“No, it wasn't like that,” Sweetie Belle interrupted. “He . . . well, he rescu—” she, too, was interrupted, but by the sound of another break in the foliage. Bursting from the edge of the woods, crawling out by her paws, was the Lamia.

“YOU!!” Rarity snarled, shoving Sweetie Belle behind her (Spike voluntarily joined Sweetie). “You disgusting brute! Don't you ever lay a claw on my sister again!!”

“That goes for me too, you foal-snatchin' varmint!” Applejack cursed the beast. “Y'all messed with the bull, so you'd best git 'fore you take the horns!”

“I'M SORRY!!”

Everypony in attendance was dumbstruck. It was almost as though this sudden apology was heard in an alien language. The extra silence showed the group that this wasn't the only unusual thing about her—her words had come out in a lisp due to missing teeth, she was covered in bruises, both her eyes were blackened, her lips were swollen, and it seemed like one wing was broken.

“Oh, well, that's okay!” Pinkie Pie squeaked happily. “If you're really sorry, and promise never to do it again, we forgive you!”

“Pinkie!” Dash bit before turning back to the Lamia. “You're . . . sorry?”

“Yes!!” she answered desperately. “I'm so sorry! I promise, I'll never touch your fillies again! I'll swear off eating children for the rest of my natural life! I'll never eat another living thing, ever again! Just don't let him get me!!”

The bizarreness of the situation had reached its peak, until everypony realized what she was talking about. Apparently, Nocturne hadn't lost the fight, after all.

In fact, judging by the burning red eyes in the dark woods behind her, this had just been Round One.

The Lamia was suddenly jerked back, as if something in the forest behind her was yanking on her tail and pulling her back into the woods. She dug her claws into the dirt trying to resist, but could only leave long trenches behind as she was forcibly dragged back into the darkness.

“HEEEEEEELP MEEEEEEEEEEE . . . !!”

Her voice faded as the shadows and the trees obscured her. Everypony jumped at a slew of new sounds: screaming, blows landing and branches (or were they bones?) systematically breaking. In several instances, one could swear there was a hint of sobbing within the woods.

There was one final blow, a sound so brutal that everypony cringed as they not only heard it, but felt it, and they saw the Lamia burst up through the tops of the trees, screaming and careening hundreds of feet away, deeper into the forest. The ponies couldn't even see where she'd landed.

There was an awkward pause, broken only by Scootaloo, who looked up at Rainbow Dash and said, “Uhh . . . I-I still think you could've taken that thing, Rainbow Dash.” Dash simply stood, awestruck. Even she looked impressed by that.

Seconds later, the bright glow of Nocturne's red eyes returned, illuminating a small speck of the dark. He eyed them all up and down silently, as if inspecting them for some reason. His quiet observation led to Sweetie Belle slowly stepping out from behind Rarity; the latter made to step back in front of the former, but Sweetie held up a hoof, still looking into the piercing red eyes in the woods.

“Thanks again,” she addressed him tentatively. “You saved our lives in there.”

The eyes narrowed, and there was another, shorter pause before Nocturne's cold voice spoke up from the dark, making everypony jump.

“The next time you see Fluttershy, tell her that I said . . . 'We're even'.”

And with a movement that befit a puff of smoke, he vanished into the forest once again.

Spike slowly peeked out from behind Rarity, staring out into the trees for movement. “Is . . . is it gone?” he muttered with a cracking voice.

Whether he was talking about Nocturne or the Lamia was unclear.

A Hero After All

“Twilight, please, don't strain yourself. I'm fine, really.”

“Are you sure?” Twilight answered her as she continued to check Fluttershy for injuries. She had come to only a few minutes ago and was still a bit sluggish, but she didn't appear to need any serious medical attention.

Or the serious attention Twilight was giving her.

“Yes, I'm perfectly sure,” Fluttershy soothed, “but we should be more worried about the girls. I hope the others found them safe and sound.”

“Well, if you're okay to walk or fly, we need to join them. That thing was strong and fast, and even the five of them together might have trouble with it. And Spike’s just a kid, himself. He couldn’t stand a chance against it. If he's smart, he'd be on his way back here after he gathered the others—”

There was a sound at the hole where the door was, and Twilight and Fluttershy glanced toward it. Spike and Pinkie Pie walked in first, followed by Applejack and Apple Bloom, Rarity and Sweetie Belle, Rainbow Dash, and Scootaloo. Spike and Pinkie were belting out a rousing, celebratory chorus of some kind: “Here they are! The heroes of Everfree . . . .”

“You found them!” Twilight gasped and ran to them, with Fluttershy following them, and all nine ponies (and Spike) converged for a massive group hug.

When the group separated, the air suddenly soured as Applejack and Rarity looked down on the Cutie Mark Crusaders with admonishing stares. The trio saw this and immediately began to shuffle awkwardly in place. Apple Bloom sheepishly traced a circle on the ground with her hoof, Scootaloo rubbed the back of her neck with a hoof, and Sweetie Belle crossed her back legs where she stood, eying the ceiling.

“Heh-heh . . .” Apple Bloom choked out, “. . . well, uh . . . I guess that wasn't Nocturne after all, huh?”

“I think that’s the least of your issues, girls,” said Rarity, frowning. “You still need to explain why you were in there.”

“It’s okay, Rarity,” Twilight soothed. “They may not have done it in the right way, but they had the best intentions. They wanted to help Fluttershy befriend . . . Nocturne . . . .” Twilight heaved a guilty sigh and turned to Fluttershy. “I'm so sorry. I just can't say it enough. I should've known that you knew what you were doing. I just . . . I feel ashamed that I frowned on the idea friendship. It shouldn’t matter what Nocturne is or where he comes from. Friendship is what’s important. Always has been . . . if you believe that friendship really will help Nocturne, then I won't interfere with that anymore. I . . . only hope you can forgive me . . . .”

“Oh, Twilight,” Fluttershy answered, her eyes growing misty from Twilight's consideration, “you were worried about me. I understand. I don't need to forgive you for being a little protective. You were just being a good friend to me. You . . .” she trailed off for a second before continuing, “. . . you just let it keep me from being a good friend to Nocturne, that's all.”

“Hey, speaking of him,” Spike stepped in, “we saw him after we saved the Crusaders, Fluttershy. He, uh, mentioned you, too.”

“Really?” Fluttershy asked, her eyes widening and a small smile creeping in a bit on her face. “Nocturne mentioned me? What did he say?”

“Something about, 'We're even now'.”

Now, Fluttershy’s expression softened, and her brow furrowed.

“We're . . . even?” she repeated.

“Oh, yeah, you didn't see!” Scootaloo announced. “You should've seen what Nocturne did to that Lamia! He totally crushed it! He was awesome! Not nearly as awesome as Rainbow Dash, but still pretty up there . . . .”

“He saved our lives, Fluttershy,” Apple Bloom added, smiling warmly. “I think you were right about him.”

“I wouldn't be too sure of that, sugarcube,” Applejack shook her head, “Nocturne did the right thing, sure enough, but I'm gettin' the idea he did it for the wrong reason. He specifically asked us to tell ya that the slate's clean. I'm thinkin' it wasn't out of the goodness of his heart.”

“And the way he brutalized that Lamia!” Rarity recounted as though the memory was still fresh in her mind. “I mean, surely the beast deserved justice, but it could have lost its life! What Nocturne did was completely unnecessary!”

“But didn't you talk about all the horrible things you'd do to that Lamia if it ever hurt Sweetie Belle?” Spike asked, prompting a disapproving stare from Rarity. “I-I'm just saying . . .” the dragon backpedaled gently, blushing.

If there was any doubt in Fluttershy's mind before, today's events cast it away forever.

If Nocturne really wanted me to leave him alone, she thought, he would have left, found another place to live in the forest, or at least would stop intimidating ponies so quickly in his part of the woods. And if he really was so bad, he wouldn't have thought about saving the girls. He would have just ignored them and gone after the Lamia for trespassing.

But this went beyond a simple kind act for a squirrel almost crushed by a falling tree. Today, Nocturne saved lives, and he wasn't even asked to. Whatever reasons he may have had, or shown that he had, he still did something heroic and selfless for ponies he didn't even know. And one way or another, Fluttershy was on his mind today.

She was getting to him. She was revealing to the world who the “Phantom Pony” really was deep inside.

“Nocturne really is a good pony.”

Nocturne sneezed, almost slipping with the herbs he rubbed over his body, and continued the process. Living in the forest for so many years had provided him with a wealth of knowledge on the healing properties of certain plants and herbs, and considering the days he had—like today—he used them quite often. It came with the territory of being feared as the “Phantom Pony of Everfree”.

Nocturne's thoughts wandered as he bore the sting of the herbs he spread on his wounds. He thought back to the warning he'd given to the pony rescue team that had assembled to save those three fillies. The kids, he'd never seen before, but Nocturne recognized the others as Fluttershy's friends—the prissy white Unicorn, the obnoxious pink Earth pony, the orange Earth pony in the cowgirl hat, and the gutsy rainbow-maned Pegasus he had taught a lesson to three days prior.

Why is it always those six? he thought angrily to himself, also remembering that purple Alicorn who'd told him off four days ago. They come here, they always come here . . . why? Why is Fluttershy so obsessed with me?

He could hardly answer the question anymore, but he found he was thinking more and more that the reverse was true, as well—even truer. Fluttershy was just as mystifying to him as he was to her, and his thoughts on her no longer stopped at her reasons.

Why does she do what she does? Why does she think the way she thinks? Why is she so dead-set on getting to know me?! Why doesn’t she just run away from me, like everypony else?!

“GAH! She’s driving me crazy!” Nocturne’s voice interrupted his own thoughts, annoyance at the sting in his injuries mixing with the annoyance of the very thought of Fluttershy.

One thing he couldn't understand, the lasting question at the end of every encounter with her and her friends: why wouldn't he just forget about her? He could easily pick up and leave any time he wanted. At this point, he was certain he’d do anything to get away from her.

“Ridiculous,” Nocturne grumbled as the sting began to settle, meaning his wounds were no longer in danger of infection. “I’ve held on to this territory for years. I worked hard to be the pony I am today. I won’t let some shy little sweetheart ruin it for me. Next time I see her, no mercy.”

One quick thought across the past week, and Nocturne already sighed in shame over the excuses he made. One way or another, something about Fluttershy kept him where he was.

“I feel like such a fool . . . .”

Nocturne hoped his “we're even” warning for her friends had been enough to keep them away, but he knew deep down that it wouldn't be. Whatever it was about her that kept him rooted to his territory made him sure he'd be seeing Fluttershy again soon.

As a fresh wave of aches washed over his wounds, signaling the start of their healing, the better question, the final question, returned to Nocturne’s mind:

“Do I want to?”

Nocturne glanced around to see bits of yellow fabric and white cotton still littering the forest floor.

Certainty

“I won’t stop this time.”

Fluttershy marched through the streets of Ponyville with steely eyes and her head held up high, on her way to the Everfree Forest for the eighth time that week. Yesterday, she'd been obstructed by the incident with the Lamia, but now was definitely the time. No matter what he intended to do to her or show her—or the world—Fluttershy knew the truth. And Fluttershy would appeal to that truth, regardless of whatever wrongs Nocturne had committed.

He’s good, and there’s no denying it anymore. He may show a cold and cruel side of himself just to be alone, and he may even be willing to hurt ponies to do it. But now that he’s saved a squirrel and saved the Cutie Mark Crusaders, there’s no hiding it anymore. He’s not evil. He’s just had a bad life.

Now, Fluttershy was going to make the attempt to befriend Nocturne, one last time.

The border to the Everfree Forest lie in the distance, and Fluttershy closed in on it. Remember, she thought to herself, stay positive, be friendly, and don’t be afraid. Nocturne may still be a little scary, and he’ll definitely try hard to look like it. But it won't work this time. This time, I’ll be brave.

The two ponies running out of the woods, however, were not.

Both mares stopped as soon as they reached the border to town, right in front of Fluttershy. The milky-white Earth mare with three small candies as her cutie mark panted and shook as she sat down, her legs giving way underneath her. The neon blue Unicorn with a harp displayed on her flank gave stuttering breaths and looked like she was about to cry.

“Lyra! Bon-Bon!” Fluttershy gasped. “Are you all right? What happened?” Lyra continued to shiver and stifle her sobs, so Bon-Bon answered for her.

“Well,” she began, “we were looking for this flower for Lyra’s bedroom, and we could only find them in the Everfree Forest, so . . . we went in . . . but we must've gotten . . . too close to . . . to . . . .”

“THE PHANTOM!!” Lyra suddenly wailed. “We saw him! He was horrible! He had these big ugly wings, and these glowing red eyes, and he chased us out of the woods! I think he was gonna . . . h-he could’ve . . .” she couldn't go on, and finally collapsed into tears from the shock and horror of their encounter. Bon-Bon helped Lyra back into town, looking close to sobbing herself.

Fluttershy followed them with her gaze, shock etched into her features. He’s doing it again. After everything that’s happened . . . showing me his good side, saving lives, hiding his pain . . . so soon after what happened yesterday with the Lamia . . . he’s doing it again . . . .

Fluttershy almost felt helplessly disheartened, and a strong temptation arose in her to turn around and walk back home. But something stopped her. It was strong, much stronger than the urge to leave, and almost even made her press on a few more unconscious steps. She had seen Bon-Bon and Lyra walking back into town; they were shaken and badly frightened, but they had not been harmed. Not a hair of their manes out of place, not a smudge on their coats, not a single cut or bruise: they came out terrified, but unscathed.

No, Nocturne. You can’t fool me. You’re scary, but you’re not evil.

Fluttershy turned back to her path toward the forest, but stopped in surprise at the unexpected appearance of Twilight Sparkle. Fluttershy shook off the surprise quickly, though; she knew Twilight might come back to try and convince her once again to stay away from Nocturne. Because of this, Fluttershy expected a stern, serious expression on her face.

What she got was a look of concern. Wide, worried eyes so shaky with desperation, she seemed to beg Fluttershy not to go, using her eyes alone.

Fluttershy once again found herself in the Golden Oaks library. The feeling of déjà vu was already gripping, but unlike before, her five friends—Twilight Sparkle, Pinkie Pie, Rarity, Rainbow Dash and Applejack—all surrounded her, wearing varying looks of worry. Fluttershy had seen it all before, but never quite as strong as it was now. Somehow, this seemed to be the final straw.

Or rather, judging from these concerned faces, a last-ditch effort.

“Court is now in session!” Spike quipped with a grin from the other side of the room.

“Spike!” Twilight replied with a frown. “This isn't a court-martial. It's just a discussion among friends.”

“Geez!” Spike snapped, shrugging, “I was just trying to lighten the mood, that's all. Tough room . . . .”

Despite what she saw on her friends' faces, Fluttershy still felt her nerves scratch at her like needles. “Ummm,” she struggled to speak, “you're not still mad at me about Nocturne, are you?”

“Why, of course not, darling!” Rarity was the first to answer. “We were never angry with you. We were merely concerned for your welfare! And considering what that brute has done in the past week alone, we thought you were in danger!”

“It had nothin' to do with you, sugarcube,” Applejack spoke next, calmly. “We all still think he ain’t to be trusted. But you got your heart set on this, and we all agree that nothin's gonna change your mind now.”

“We just wanted you to let us know for sure,” Twilight added, “is this what you really want? Are you absolutely certain you can be friends with him?”

Fluttershy looked out among the faces of her friends. Twilight’s look of concern matched her look from earlier that day. Rarity’s was not dissimilar, either. Pinkie looked almost blank-faced, as though she were silently debating what to think of this whole situation. Applejack’s face was stonier, yet still held a tenderness that clearly showed through. Rainbow Dash looked the least serene; her current sour expression could perhaps be owed to the discussion of the pony who’d beaten her to a pulp earlier in the week.

Fluttershy glanced from one face to the next without blinking, and nodded.

“Nocturne's just a lonely pony who needs a friend. He's not evil. In fact, yesterday, he proved he was a hero. If I can just talk to him one more time, I can show everypony that he's not a bad pony. One more time is all I need.”

Everypony else nodded, and Rainbow Dash approached Fluttershy slowly, extending a hoof to touch the latter’s shoulder.

“Just promise us one thing,” she said, the concern in her voice made the most obvious by her clear attempt to hide it. “If you feel like you can't do this anymore, don't be afraid to walk away. We know this is important to you and all, but you’re important to us too, and we don't want you to get hurt the same way I did.”

“Or the same way that Lamia did,” Spike interrupted, shuddering.

“Look, the point is,” Dash continued, “whatever you decide to do, we won’t stop you, and we won’t be mad at you. We're your friends, and we'll be there, whether you can change Nocturne or not.”

“Change?” Pinkie suddenly asked, confused. “Is he still just a little foal?” She then smiled, seeming to have found clarity. “Hee-hee! Maybe that's why he's so cranky! Maybe he just needs a new diaper!”

After Spike finished laughing (he must have thought Pinkie was joking), Fluttershy replied earnestly, “I'm not trying to change Nocturne. I don't need to. He's a good pony. He has been all along.”

Twilight sighed as she spoke one last time, “One more thing, Fluttershy. Give it an extra few days to think it over. We know you just need one more moment with him, but one more week or so won't hurt, right?”

Fluttershy looked back at Twilight and nodded, “Okay. One more week won't hurt, I guess. I need to think of what I'm going to say to him when I meet him again.”

“Do you want us to come with you?” Twilight asked.

“That’s okay. I need to do this alone. Nocturne gets scared easily and—” Fluttershy glanced very quickly at Rainbow Dash and continued, “Umm . . . well, I’m the only one who really knows him. So I’m the only one who can comfort him right now.”

“All right, then. Now girls, remember. No matter what happens, we stand by Fluttershy. If she needs us, we'll be there. And in the event that she actually succeeds in befriending the Pha-uh, Nocturne, however likely or unlikely it may be, then, well . . . .” Twilight had trouble finishing, until she glanced at Fluttershy's fragile expression. “ We . . . we, uh . . . we'll do what we can for him, too, I guess.” Twilight caught Rarity's shudder and Dash's scowl before finalizing their meeting. “Okay, everypony agree?”

“You betcha.”

“All right . . .”

“Absolutely!”

“Okey-dokey, Lokey!”

Fluttershy looked around at all of her friends and their assuring smiles, from the begrudging Rainbow Dash to the effervescent Pinkie Pie, from the strong-willed Applejack to the poignant Rarity. And Twilight’s encouraging smile was the best sight of all.

I am so lucky to have them, she thought. They might disagree with me, but here they are. There for me, no matter what. With friends like mine, I must be the luckiest pony in Equestria.

And I’m sure Nocturne will feel the same way.

The last time she found herself out here, it was broad daylight, she had friends with her, and she’d watched one of those friends charge bravely into confrontation alone.

This time, Twilight was alone. It was the dead of night, and the darkness outside made the border to the Everfree Forest that much more menacing. She was here against her own sound advice, but she needed the peace of mind. She needed assurance that only one thing could give her.

She had to come here before Fluttershy and talk to the Phantom—Nocturne—first.

“Ummm . . . N-Nocturne?” Twilight called out into the deep woods. “I need to talk to you. I-I won't keep you, I just wanted to—” she then gasped when she saw them, Nocturne's fiery red eyes, the only things visible in the shadows beyond the border. Scared at first, Twilight took a deep breath and continued.

“Look, I didn't come here to harass or provoke you. I don't want to start anything, and I don’t want any trouble. I just needed to say one thing. Let me say it without interruption, and I promise, I'll leave you alone forever.”

The eyes blinked once, then stared back steadily, unmoving, for quite some time. This seemed to be the indication that Nocturne had given her permission to speak her mind.

“Okay,” Twilight pressed on, “I just wanted to ask you . . . please don’t hurt Fluttershy. I'm not begging or bribing. I'm not ordering or threatening. I'm just asking, one pony to another. Please, don't hurt Fluttershy. We wouldn't know what to do if anything happened to her, and we just want to make sure she's all right. That's all I ask. I know I haven’t earned a favor from you, but if you're as decent as Fluttershy says you are, then please . . . at least do that much.”

The eyes narrowed, and their glow intensified, but their owner spoke not a word. Twilight wasn't entirely sure what that meant, but it seemed likely that Nocturne wasn't about to honor such a request. In fact, it seemed as though he were incensed just at the notion of Twilight asking for anything at all.

“Please, at least think about it,” Twilight concluded as she turned to leave. “If not for me, or for yourself, then at least for Fluttershy. She's done a lot for you. She doesn't deserve any more misery.” And with that, she slowly trotted away, hoping desperately that, if nothing else, that would reach him. If it didn't, she might just have to follow Fluttershy into the woods, just to make sure she was okay.

I hope I don't have to, though, she thought, sighing into a night breeze. I still don't really believe Nocturne’s anything but trouble. Frankly, I don’t know what to believe anymore. But he’s caused Fluttershy enough trouble already. She sees something in him nopony else can see, and it’s done things to her none of us were prepared for. And after all this, he’s still trying to convince us that he’s a monster.

I just hope he isn't enough of a monster to hurt Fluttershy any further.

Surprise Customer

Buildings and structures were not like trees and shrubs. It was a lot more difficult to hide here, especially in broad daylight, with ponies walking around outside. Every step had to be carefully planned and executed. All possible focus had to be kept on not making a single sound. One slightly wrong placement of a hoof meant detection, and that would only lead to disaster.

But three days ago, he made a promise to himself. It had taken him this long, and no more time would be wasted. Risking his secrecy, his fortitude, perhaps even his life, would be well worth it if this worked. If he could do what needed to be done.

If he could find her.

As Fluttershy finished relaying the story of her latest encounter with Nocturne to Twilight Sparkle and Applejack at Sweet Apple Acres, both the Alicorn and the Earth pony stood in awe. Fluttershy herself had felt broken since that day, and needed the comfort of friends—something she hoped she could give to Nocturne, but failed.

The looks on their faces weren’t helping matters much.

“That’s amazing, Fluttershy . . .” Twilight said, almost wispily, “. . . I-I mean, I’ve seen you talk back to dragons, but this . . . this is something different . . . .”

“I didn’t have much doubt,” Applejack added, “but even so, hoo-whee! That musta been somethin’ to watch!”

Fluttershy sighed and hung her head. Their words were about as effective.

“I just don't understand, girls,” she mumbled. “The more I get to know Nocturne, the more unusual he gets. The closer I get, the more he pushes me away. And I know he wants something different. I could hear it in his voice. I could see it in his face . . . well, what I could see of his face, anyway . . . .”

“Don’t be so hard on yourself, Fluttershy,” Twilight spoke up. “You tried your best, but Nocturne is just too difficult, I guess. At this point, I think it's best to just let him be. At least for now.”

“But I don’t want him to be alone,” Fluttershy replied. “After all of this, I . . . I’d feel like I’m abandoning him . . . .”

“He just needs time, Fluttershy,” Twilight said softly. “If he really wants your help, he’ll come to you. If not, well . . . it’s up to him. It’s his choice, now.”

Fluttershy sighed, almost in defeat. As painful as it was, even Fluttershy had to admit it now, even if weeks of planning and effort seemed to amount to nothing

“I guess you're right . . . .”

“Don't you fret none, sugarcube,” Applejack added as she loaded two full bushels into a wagon. “I don't blame ya for feelin' down, but Twilight’s right. It’s all up to him, now. Course, after all that’s happened, I still don’t trust ‘im to make the right choice. I still say that Nocturne's bad news.”

“I . . .” Fluttershy replied, “I don’t believe that. I can’t believe that . . . .”

“Well, not everypony can show the pony they really are,” Applejack said matter-of-factly. “And not everypony is a good judge o’ character. Heck, I don’t know ‘im, so I can’t really say, neither. All I know for sure is, that Nocturne just better remember not to upset my friends ever again. My Granny Smith always taught us to be civil to your neighbor, but so far, I can’t see much ‘civil’ in that low-down, cowardly, son-of-a-one-eyed—”

“Excuse me?”

The voice, gentle and calm as Fluttershy’s, was unrecognizable, and all three mares turned toward the speaker. They saw a tall, slender Pegasus stallion with a shiny, greyish-silver coat walk up to them on the dirt path to the farm. His coarse, black, spiked mane bore midnight blue stripes, atop of which stood a pristine white fedora. His eyes, rich crimson with vertical slits for pupils, continuously glanced at Fluttershy. If it weren’t for those eyes, he would have looked like a normal, everyday stallion.

That, and two other things Fluttershy noticed right away. The first: he wore a smudged, but very familiar wool blanket over his back, and his wings—despite how tightly they were folded to his sides—still protruded enough to be noticeable underneath.

The second: the blanket didn’t cover his cutie mark, which was instantly recognizable—a black crescent moon with an eighth note hanging inside from the top.

Try as she might to speak, Fluttershy’s awe rendered her mute.

Is that who I think it is . . . ?

“Well, howdy, partner,” Applejack spoke up first. “Welcome to Sweet Apple Acres. I’m Applejack. What can I do ya for?”

The stallion glanced at Fluttershy again, but stared at the ground as he replied. “I . . . I wanted some apples . . . I’m . . . running out of food . . . .”

Before he could speak any further, Twilight took a step towards the stallion, and the latter took a step back, glancing at Fluttershy again. “You look a little familiar,” the Alicorn said, eyeing the stallion carefully. “You’re not new to Ponyville, are you?”

“I . . . uh, I . . . .” The stallion struggled to reply, still keeping his head down and eyes on the ground when they weren’t quickly glancing at Fluttershy. When his eyes hit her, they looked pleading, desperate in a way, as if he were calling for help.

Now, it was clear to Fluttershy, and she no longer doubted who this stallion was.

“Nocturne?”

The stallion looked at Fluttershy again, this time with a look of horror that stayed on her for much longer. No words were spoken in the short time it took for Twilight and Applejack to comprehend Fluttershy’s word.

“Fluttershy . . .” Twilight finally spoke shakily, “did you . . . say what I think you said?”

“Nocturne?” Applejack asked, her tone instantly soured. “This is Nocturne?!”

Nocturne’s desperate red eyes still searched Fluttershy for help. “I . . . I . . . .”

“All right, you, listen up!” Applejack proceeded, taking a defensive stance in front of Twilight and Fluttershy. “Y’all better not be lookin’ for trouble, ‘cause if ya are, you done came to the wrong place! I ain’t lookin’ to scrap, but if you're the kinda pony they say you are, y’all best keep it to yourself, or so help me, I'll—”

Before Applejack’s tirade could end, Nocturne backed up, took his own defensive stance, and shed his blanket as his massive wings rose up on either side of him, projecting a frightening display. His eyes began to glow brightly, and he snorted and growled as Applejack approached him. Once again, even out of the shadows, the Phantom Pony threatened to wreak havoc.

Until his burning eyes glanced at Fluttershy once again—and the look of dread on her face.

“NO!” Nocturne bellowed and sat in the grass. He pulled his wings back in, shut his eyes tightly, and pressed his forehooves against his face. His breathing was quick, yet heavy and labored, and slowed down over time as he hunched over in the grass. The effort he showed seemed to cause him to shake slightly, in movements and in voice.

“No . . . no . . . .”

“All right, everypony just calm down,” Twilight stepped in, standing between Applejack and Nocturne. “Nocturne’s clearly not here to fight, and we don’t want to fight, so let’s all just stay calm and figure this out.” Twilight then slowly turned toward Nocturne with a gaze of trepidation. “Umm . . . sorry about that. We just . . . we didn’t recognize you without your . . . uhhh . . . shadows.” She then gave him a painfully sheepish grin. Nocturne said nothing.

As the tension eased, something suddenly occurred to Fluttershy: this may have been the first time Nocturne had been outside the forest in his life, for all she knew. Her eyes and mouth slowly began to widen at his presence on full display, and for a moment she couldn't understand how he could ever have been so scary. Without the full, scary wingspan, glowing eyes, or shadows obscuring him, he looked just like everypony else.

“She’s right,” Nocturne replied quietly, without looking up. “I . . . I don’t want to hurt anypony. I’ve . . . done that enough . . . .”

Fluttershy gave a small gasp and held a hoof to her mouth. Is he . . . does he really feel . . . guilty?

“Well then, what's your business here?” Applejack asked, her voice level, but still skeptical. “You never leave the forest. Why’re ya here? Why now?”

“I told you,” Nocturne answered in the same subdued voice, “I need food. I just wanted some apples. I’ll . . . I’ll even work for them if I have to . . . .” He once again threw a desperate glance at Fluttershy before continuing to stare at the grass.

There was a long, silent pause as the three mares glanced at once another, then at Nocturne, then at each other again. Nocturne stayed where he sat, not looking at anything but the grass, save for the occasional short glance at Fluttershy. The latter felt each begging glance like an arrow to the heart, and she at last realized that her shocked stupor was only hurting the confused stallion.

Fluttershy carefully began to approach Nocturne. As he glanced up at her again, he flinched slightly at her approach, and as she stood before him, he squeezed his eyes shut when she raised her hoof slowly to him. When it touched his shoulder, Fluttershy felt Nocturne’s rigid body melt under her touch.

“It’s all right. Don’t be scared.”

Nocturne looked up at her words, and held his gaze much longer than before. Fluttershy looked back into his deep crimson eyes, and for the first time—the first real time—Fluttershy saw a different, more approachable side of the Phantom Pony of Everfree.

She no longer saw the Phantom. At last, she saw nothing but the pony.

Applejack and Twilight stared even longer at Nocturne, now that Fluttershy stood before him to calm him. They both seemed to take a moment to consider this, and after a few seconds, Applejack simply grabbed one of her filled bushels and dragged it to him.

“Here,” she said with soft curtness, “compliments of the Apple family.”

Fluttershy, Twilight, and even Nocturne saw the insistent, impatient look on Applejack’s face as she offered the bushel.

“What?” Nocturne replied. “I . . . couldn't . . . please, I don’t want to take them for nothing—”

“I insist,” Applejack interrupted, a bit urgently. “Like I said, complimentary. We hope you like 'em.”

Nocturne glanced between the bushel and Applejack's ever-tensing face, looking confused for a moment. Finally, he seemed to get the picture, and sighed, lowering his head. The look in Applejack’s eyes seemed less about doing a favor and more about getting Nocturne to leave.

“Okay . . . I understand,” he muttered. He slipped into the bushel's strap and lifted it up, carrying it with him. “I still feel bad for just taking them,” he said just before turning to leave, “but . . . thank you.” When Applejack didn't answer, the stallion seemed to realize he’d worn out his welcome, and turned to throw his blanket back over his back. Before walking away, he looked back in Fluttershy’s direction one last time, gave a weak smile, and said nothing. He glanced at the grass again several times, though, as if debating with himself whether he should speak. Finally, his smile faded, and he turned and continued walking on a sharp curve aiming at the side of the farmhouse.

Seeing him go seemed to snap Fluttershy back to the moment. She needed answers. Now.

“Nocturne, wait!” Fluttershy called out as he turned the corner, the red wall obscuring him. She raced after him on his path and rounded the corner after him. “Nocturne wait, please, I—”

He was gone.

Twilight and Applejack followed Fluttershy, and stopped where she stopped, dumbstruck at Nocturne’s disappearance. Another long, terrible pause passed by, and nopony spoke for a long while. Oh, I wish I’d said something, Fluttershy thought, sighing. I don’t know what, but . . . something . . . .

“How . . .” Twilight was the first to speak, “. . . how did he . . . do that? Where’d he go?”

Fluttershy could do nothing but shrug and shake her head. Finally, her faculties were returning, and critical thought began to work overtime to compensate. He came here . . . outside the woods . . . nowhere near my house . . . he wouldn’t come all the way out here just to beg for food . . . after yesterday . . . it doesn’t make sense . . . unless . . . .

Realization struck Fluttershy, and her eyes widened. A faintly warm sensation tinged her cheeks as well.

“Well, how do ya like that?” Applejack spoke at last. “I guess I ain't all that great a judge of ponies, neither.” She sighed roughly and turned to her Pegasus friend. “I’m sorry, Fluttershy. I don’t know what got into me. I was just tryin’ to look out for ya. I didn’t mean to . . . .”

“It’s okay, Applejack,” Fluttershy said immediately. “I understand. But he might not. I think it’s best if you explained that to him.”

“Will he let me, though?” the Earth pony replied. “I mean, would he even come back after that?”

“I still can’t really believe that was him,” Twilight added, just as bewildered as Applejack. “The pony that scared you and made you cry? The one that beat up Rainbow Dash and almost did the same to an innocent mail-mare? The one who beat a full-grown Lamia to a pulp? Fluttershy, are you sure that was actually Nocturne? The Nocturne?”

Fluttershy's smile widened, and for the first time in weeks, she felt hopeful, almost proud in a strange way. After all this time of easing Nocturne out of his shell, he seemed to take just one day to discard the “Phantom Pony” persona.

Just to come and see her.

Fluttershy looked over to her friends, grinned, and answered them both at the same time:

“Yes.”

Author's Note

Next chapter may very well be the last. Thank you all for supporting me. I couldn't have gotten this far without you.

Forgiven

Twilight Sparkle meandered through town on her way back to the library, taking her time to analyze what had happened mere hours ago. Even remembering all the hard work and persistence Fluttershy had put into helping Nocturne didn’t make everything connect as well as it should have. Was it shock? Some sort of cognitive dissonance? A small anomaly in the sequence of events that Twilight couldn’t see?

Whatever it is, I still don’t understand, she thought as her slow steps carried her down the dirt roads of Ponyville. Nocturne insists on being alone, and never leaving the forest. But now, all of a sudden, after his talk with Fluttershy, he comes out on his own, asking for food like he just moved to Ponyville? Were her words that effective? After refusing her friendship for so long, did she finally get through to him? After too much scrutiny of the subject, Twilight sat down, overwhelmed, in the middle of the road and sighed.

“Now I’m just as confused as Fluttershy.”

After a brief, restful pause, Twilight stood back up, and almost started back on her way when she saw a brief spot of yellow in the corner of her eye. She looked up, and saw Fluttershy trotting briskly through the streets, a determined look on her face.

Whoa, Twilight thought. Even Fluttershy looks strange after that. She looks so serious. She’s not heading home, is she? After what just happened, I don’t . . . could . . . could she . . . .

Twilight waited until Fluttershy was a good distance away, then took to the sky as soundlessly as possible. She rose up high enough so that Fluttershy was nothing but a yellow speck on the ground below, and followed, staying airborne and staying well out of her Pegasus friend’s line of sight.

“I have to be sure . . .” she whispered to herself as she steadied herself on the air currents. “I just need to be sure . . . .”

Fluttershy was back at the entrance to the Everfree Forest again. There wasn’t even a need to think about her next move. Nocturne had made his, and it warranted this, without a doubt. There were too many questions left unanswered and issues left unresolved.

I should have spoken up earlier, Fluttershy reminded herself. But I suppose better late than never. I just hope Nocturne can forgive me. She took a long, steady sigh before speaking gently into the darkness beyond the trees.

“Umm, Nocturne? Can . . . can I talk to you for a minute? Please?”

A few seconds went by, and Fluttershy was startled by the sudden response of, “Come in.” Fluttershy already felt uneasy; she’d never been welcomed into the Everfree Forest before. With a slightly trembling hoof, she stepped in, and only a few steps deeper into the woods, she saw him. Nocturne's back was turned, his wings still folded, and the full bushel of apples leaned against a tree close by. His blanket—the same blanket made by Rarity weeks earlier—was draped over it.

Nocturne's head slowly turned, and he greeted Fluttershy with downcast eyes. Fluttershy was thrown by this look; it was unlike anything she’d seen on him before. Instead of his usual angry, defensive behavior, he was passive, almost melancholy, as though he’d reached the end of his rope. But even beneath the heartbreaking look of misery, he still had the faint traces of a smile on his face.

“Just couldn't stay away, could you?” he croaked, his voice almost lost in the quiet of the woods.

“Look, I . . . I won't keep you,” Fluttershy soothed, “but, I just wanted to ask you . . . see, I was surprised to see you at Applejack's today, and . . . well, I was wondering . . . what made you come out today?”

Nocturne glanced at the bushel and paused. As he spoke, he stared at Fluttershy’s hooves.

“I told you . . . I was hungry. I needed . . . more food . . . .”

“I’m sorry Nocturne, but I don’t believe you,” Fluttershy replied, softening her earnestness as much as possible. “You haven’t had trouble finding food up until now. Why today, so soon after we spoke? And why Sweet Apple Acres? They’d already caught you stealing years ago.”

Nocturne visibly cringed at that last detail, and Fluttershy briefly wondered why until she remembered Granny Smith recounting the same event—and Nocturne’s subsequent consequences. Afterwards, the stallion released a heavy sigh.

“Couldn't fool you, could I?” he replied in that same weak voice.

“Nocturne, if you’d wanted to see me, you could have just said so,” Fluttershy told him, taking a step towards him. “We would have understood. All of us.”

“You’re not the only pony who feels fear, you know,” Nocturne moaned, standing up long enough to turn and face Fluttershy before sitting again. “Then again, since you’ve been here to see me half a dozen times, I can’t imagine you know what it’s like to lose your nerve . . . .”

“You have no idea,” Fluttershy said simply before sitting in front of Nocturne. She placed a hoof on his shoulder and looked deep into his face. “It’s okay. Whatever you have to say, I’ll understand.”

There was a brief pause punctuated only by another deep sigh from Nocturne. Fluttershy felt her heart race, but stayed calm—the culmination of everything that had happened for the last three weeks required it.

“Maybe you’ll understand . . . but I still don’t . . .” Nocturne said, sighed again, then continued. “I wanted to talk to you about what happened that day . . . I thought a lot about what you said. About how I scare ponies away just to be left alone.” He looked back up at Fluttershy, his eyes looking more and more solemn.

“You were right about me. You were right about everything.”

Fluttershy felt a pang in her heart. There was no satisfaction in knowing she’d been right. In fact, it made her feel for him that much more.

“Don't be so hard on yourself, Nocturne,” she replied calmly. “Anger, bitterness, loneliness, it hurts ponies in different ways. And sometimes it makes you do things you wouldn't normally do.”

“It's not that simple,” Nocturne said. “I've been lonely ever since I was a foal. I was feared, bullied, ostracized . . . my childhood was all pain and isolation. I've had to repress my memories to forget the pain.

“Repress your memories?” Fluttershy asked, suddenly remembering Zecora’s spell and why it wasn’t as effective as it should have been. “You don’t really mean . . . ?”

“Yes. Nine-tenths of my childhood is all just a blur to me. All I remember is the pain, and knowing I never wanted to experience it again, even if it was just memories. So I pushed it all away . . . forgot everything about my life in Ponyville, the good and the bad . . . I lost so many memories . . . I can't even remember my true talent, or how I got my cutie mark . . . .”

Fluttershy released a small gasp at this. She could have guessed at many aspects of Nocturne’s life, but she never could have suspected this.

“That's . . . that's awful!” Fluttershy squealed, and Nocturne nodded. “How . . . how could you go on not knowing your purpose in life after you just learned it?”

“I’ve been asking myself that question for years,” Nocturne replied before continuing. “After two years in the woods, I’d completely forgotten my past. By then, all I had left was anger. Anger at having to stoop to that level. Anger at everypony I ever knew for casting me aside, like I meant nothing. It’s why I came here . . . in spite of the danger, I felt safe here. The darkness hid me, made me look the part of the monster they thought I was. I removed myself from the life that never wanted me, and if they ever found me, I . . . I . . .” he then turned away and shut his eyes, “. . . I wanted to make them pay.”

The pain in Fluttershy's heart intensified; the more she learned about Nocturne's psychology, the more she realized that she was in over her head. Not even she could have predicted the circumstances of Nocturne’s turmoil.

But I won’t leave, she thought. Not now. Not while he needs me.

“You don’t deserve this life, Nocturne. It doesn’t matter who said what, or what you made yourself believe. You’re not a monster. You never were. You just needed one pony in your life to remind you of that.”

There was another long, agonizing pause as Nocturne considered Fluttershy’s words. His line of sight was vague, undefined, as though he were staring into some unseen crack in space-time. The look in his eyes, however, was a different story.

He really believes me, Fluttershy thought. I think he finally believes what I’m saying.

“I never had that until you came along,” Nocturne replied at last. “I had never had somepony approach me the way you did. Speak to me the way you have. Treat me the way you did. You were something I’d never really seen before . . . you . . . you were the first pony I'd ever met that didn't treat me like a monster . . . .”

As he hesitated again, Fluttershy felt her heart swell at his words.

“More reason for you to be right about me,” Nocturne went on, his voice starting to break, “I should be ashamed of myself. After what I saw in your face the day we met, when I scared you away . . . I saw somepony scared, terrorized, in pain, like I was . . . and even after all that, you came back.”

Despite facing Fluttershy, Nocturne still couldn't bring himself to look his former victim straight in the eye. Under the shadow cast by his hat, Nocturne’s face worked into a grimace of woe, and he sniffed occasionally. The guilt almost seemed to physically weigh him down; his posture slumped and he shook very slightly.

“That day . . . I saw so much in you that I didn’t want to admit . . . I was in denial for days, but now I know . . . I saw myself in your eyes. For the first time, I saw the scared little foal I used to be, and I also saw the beast I had become . . .” Nocturne closed his eyes tightly as he spoke. “And the way you kept coming back over and over again after the way I treated you . . . for the first time in my life, I knew just how far gone I really was . . . I saw you as nothing more than a nuisance, but you saw more in me than anypony ever had, even myself . . . you’d showed me compassion for the first time in my life, and I did nothing but cause you pain . . . .” By now, the stallion’s breaths were brief, shaky and staccato, and his voice had broken completely.

“I'm sorry I scared you, Fluttershy. I’m sorry I hurt you and your friends. And I’m sorry I made you cry . . .” Then, at long last, he looked up at her, and their eyes met. Fluttershy could see, in the dim streaks of light coming down from the canopy, tiny sparkling droplets raining down from Nocturne’s face.

“Please forgive me . . . .”

Nocturne blinked, letting the tears fall from his crimson eyes. The guilt finally made him collapse under its weight, and he sank down into the grass on his stomach, face buried in his forelegs and wings drooping at his sides. The longer he lay there, the longer he sobbed, shuddering under the weight of his own sadness.

Until a feathery wing touched him.

Nocturne pulled his face up from his forelegs and saw Fluttershy lying next to him, draping her left wing over him. This seemed to do the trick, as his crying slowed down almost immediately. Fluttershy looked deep into his tear-soaked eyes and smiled at him.

“There's nothing to forgive, Nocturne. We're friends now. That's all that matters.”

Nocturne merely stared back at her, dumbstruck for a good few seconds. Residual tears descended his cheeks as he lay there, silent and confused.

“I . . . I-I . . . I don’t get it . . . I thought you’d just walk away again . . . I didn’t . . . I didn’t think you’d actually say . . . I don’t understa—” He stopped when Fluttershy pressed a gentle hoof to his lips.

“Shhh,” she cooed. “Friends always try to forgive, as long as they show they’re willing to work it out. That’s what friendship means.” She then wrapped her forelegs around Nocturne’s neck and hugged him close, sighing contentedly.

Nocturne let the last of his tears of sadness fall into the grass, and he smiled as they began anew, as tears of joy. His breaths came out softly in half-sobs, half-laughter as he returned Fluttershy’s embrace, burying his wet face in her fragrant mane.

“So, Nocturne, how do you feel?”

“. . . Free . . . .”

What Lies Ahead

After what could have been hours, Nocturne and Fluttershy pulled away from their deep embrace, and stood up in a haze of awkwardness. Nocturne felt weak and shaky on his legs, and his face felt warm and wet from crying. Looking into Fluttershy’s smiling face, feeling her fur pressed against his, knowing she’d forgiven him after everything that had happened—the knowledge that she was his first true friend—gave his face another reason to warm up.

“Nocturne, I want you to promise me something,” Fluttershy asked earnestly. “I want you to be able to apologize to my friends, too. Especially Twilight and Rainbow Dash.”

“Uhhh . . . who?”

Fluttershy sighed and answered, “The Alicorn and the Pegasus with the rainbow mane.” She leaned in closer and spoke low, “You know, the one you beat up the other day.”

“Oohhh . . . her . . . .” The look on his face and the tone of his voice clearly proved that Nocturne remembered fully well whom she meant.

“Yes. They’ve been through a lot, and I want you to show them you’re different now. Show them you don’t mean them harm, and show them how you feel about what happened before.”

Nocturne seemed to shake in place where he stood, only just enough for Fluttershy to notice. His eyes widened and his brow furrowed.

“I . . . I don’t know,” he said, “. . . I . . . w-would they accept my apology? Will they forgive me the same way you did?”

“Well, maybe not right away,” Fluttershy admitted, “but like I said, if you show you’re willing to work with them, everything will be fine.”

The stallion released a sigh. “Will I have to go out there again?”

“Yes, but only when you’re ready. I want you to be comfortable in this, okay?”

Nocturne nodded. “I . . . well, I actually want to try . . . going back out there . . . .”

“Really?” Fluttershy gasped, her eyes widening. “You really want to?”

“Y-yes . . .” Nocturne answered. “I can’t expect you to always be able to come and visit me. You have a life out there. So . . . I . . . I want to do my best to have a life out there too.”

“Nocturne, that’s wonderful!” Fluttershy cheered and hugged her new friend. “I promise you, Ponyville is not at all like you remember it! Everypony is friendly, and my friends and I will do our best to help you fit in! We might even be able to help you remember your talent, so you can share it with the whole town!”

“Whoa, whoa, hold it,” Nocturne calmed her. “That sounds great and all, but . . . they still think I’m the Phantom Pony . . . I can’t go out there yet. Not until they know I’m not bad . . . and that’s taken a long time to build up for it to just go away overnight . . . I . . . I don’t . . . .”

“It’s okay, Nocturne,” Fluttershy replied with a grin. “Baby steps. Only when you’re ready. Okay?”

Nocturne felt a smile creep over his face—the first true smile he’d had in years—and nodded.

“Okay . . . and whatever you need me to do, I’ll do my best . . . oh, but first . . . .”

Nocturne suddenly turned away and trotted towards a pile of leaves behind the tree that the bushel leaned against. He dug through the leaves, found what he was looking for, and carried it back to Fluttershy in his teeth. When he dropped it at her hooves, Fluttershy saw what it was, and gasped.

It was the duck plushie she’d given him as part of her care package to him, from what seemed like a lifetime ago. It sported deep slash marks in the shoulder, stomach and back, patches of its yellow plumage were bald, one leg literally hung on by a thread, and most of the stuffing was gone.

“The Lamia tore it up when it came back,” Nocturne explained. “I know I shouldn’t ask favors, but . . . could . . . well . . . could you fix it for me?”

Fluttershy looked up at Nocturne with a soft, glowing smile.

“Of course, Nocturne,” she said. “I’m sure my friend Rarity would be more than happy to help.”

Nocturne felt his blush strengthen as he dipped his head down, looking up at Fluttershy and smiling.

“Thank you.”

“My pleasure, Nocturne.”

From a few feet away, hiding behind a tree, Twilight Sparkle observed the whole scene without being spotted. After Nocturne’s unexpected appearance at Applejack's farm, she had only one thought coursing through her mind as soon as she saw Fluttershy hours later. The same thought played on a loop in her head as she flew over Ponyville, watching Fluttershy like a hawk until she made it to the border to the Everfree Forest. It continued to play from the moment she snuck in just past the border, hid behind a tree, and began watching them in the dark of the woods to this very moment:

I need to be sure she’s okay.

What Twilight ended up seeing was nothing short of extraordinary. The so-called “Phantom Pony of Everfree”, in tears? It was far more unbelievable than seeing Nocturne in the flesh earlier that day. And yet, somehow, having heard a majority of everything between Fluttershy and Nocturne, it made sense. At last, seeing him at Sweet Apple Acres today made sense, and everything came together, just as Twilight was sure it came together for Fluttershy in the same way.

Suddenly, the prospect that seemed the most unusual and unlikely didn’t seem all that bad anymore: everything about Nocturne that had ever been said may have been wrong, and everything Fluttershy had said about him was right.

“She did it,” Twilight mumbled, feeling a generous swell pride in her friend. “She tamed him. I guess I should know better by now than to underestimate Fluttershy.”

“She really did become Nocturne’s friend.”

Twilight jumped at the voice that piped up beside her, despite it being almost as hushed as her own. She glanced down to see the speaker: Sweetie Belle. She and Apple Bloom and Scootaloo had followed Twilight to this very spot.

“What are you girls doing here?!” Twilight hissed, keeping her tone low.

“We wanted to come by and thank Nocturne properly for savin’ us,” Apple Bloom whispered.

“We’ve been putting some stuff together for the last few days,” Scootaloo added, hushed, “and we think we might be able to help Nocturne, too. You see, something happened to him when he was a colt—”

“Girls, please,” Twilight said, holding up a hoof. “I know you want to help, but this isn’t the time.”

“But that thing in the paper—”

“He might have been attacked—”

“We could help him find out what happened—”

“Girls!” Twilight spoke up, a bit louder than she’d meant to. Hurriedly, she pulled the girls away from her spot in the woods and ushered them out of the Everfree Forest. Once a safe distance away (Hopefully, we’re out of earshot now, Twilight thought in a panic), the Alicorn addressed the Cutie Mark Crusaders more formally.

“Look, girls, I know you’ve done your homework on Nocturne, and it’s wonderful that you want to help him. But this is going to be a very strange and very overwhelming time for him. He’s on the road to convincing an entire town that he’s not the ghostly being they thought he was. That’s going to be enough on his plate without bringing up things in his past he may not be ready for. So, I want you girls to make a promise to me that you won’t talk to Nocturne about his past until he’s ready.”

“But Twilight—”

“We’re so close—”

“We can help—”

“Girls, promise me!” Twilight spoke over them. “Please. At least for Fluttershy’s sake. You could end up hurting Nocturne, and that will upset Fluttershy. If not for his sake or mine, then at least for hers, okay?”

Scootaloo, Sweetie Belle and Apple Bloom glanced at one another, sharing frowns and shelling out cut off attempts to protest. After a few seconds, though, each filly muttered her consent:

“Okay, Twilight.”

“We’ll try.”

“Sorry, Twilight.”

“There’s no need to apologize, girls,” Twilight assured them. “None of us realized how . . . well . . . sensitive Nocturne can be.” It still sounded strange, even as she said it now. “So, he needs to figure things out before anything else. He’s proven he’s capable of making up for what he’s done, so let him do that first. Then you can help us help him remember his past. Fair enough?”

The Crusaders glanced at each other again, this time furtively, and all nodded in agreement.

“Good.” Twilight nodded as well, then turned to leave. “You girls go on home for now. Let Fluttershy handle things from here. She’ll have everything under control.” And this time, I won’t question her, she added in thought. She can do this. I know that now more than ever.

“Where’re you goin’ Twilight?” Apple Bloom asked as Twilight walked off.

Twilight stopped long enough to turn back toward the Crusaders, gave them a wide smile, and said something she hadn’t said in a long time:

“I’m going to write a letter!”

Dear Princess Celestia,

I know it’s been a while, but I just wanted to share my thoughts with you in regards to some recent events here in Ponyville. I recently met a rare pony who clearly needs help, but does all he can to reject it. This can be a huge friendship test; that kind of insistence may just be the biggest sign that you should be strong, fight your fears, and never give up on a friend.

Admittedly, I learned quite a bit from this situation. This same stubborn pony has taught me that fear takes many forms. Fear of being different, fear of reliving the past, fear of change—all of them can lead to anger, bitterness, and even vengeance, if not properly handled. But any way it goes, nothing quells fear like knowing there's somepony there for you.

Finally, I've learned that emotions are easy to hide, but hard to lose, and what goes on in a pony's mind isn't always out in the open. It's best to treat those that hide their pain with compassion; they're fighting a battle we may never see.

I'll be sure to update you on how the situation is going. I think this pony will show us new things, especially now that he has at least one new friend he can count on. I expect good things from him, and the new friend he’s found in Fluttershy.

Your still-faithful ex-student,

Twilight Sparkle

Author's Note

And here it is, the final chapter!

Thank you all so much for making this a long, successful story! You readers are the best! Thank you all!

Kindness and a Basket of Cookies

“OOH!” Pinkie Pie squealed, “Chocolate chips! Lots and lots! Ooh, and we need some walnuts! Or should we use pecans? Ooh! Peanuts! Even better! OOH! OOH! And cinnamon! With a touch of vanilla! Mmmm, these cookies are gonna be so nummy in the tummy!”

Fluttershy sat off to one side of Sugarcube Corner's kitchen while Pinkie Pie hopped from one end to the other and back, grabbing and piling together different ingredients. For two days, Fluttershy had been planning what to do for Nocturne as a thank-you for his act of selflessness. She had decided to start small, and put together a care package of sorts for him. She would start with freshly-baked cookies, with help from Pinkie Pie, and would build it up a little at a time from there. Next to add would be a blanket (It must be awfully drafty in those woods at night, she had considered), a stuffed animal, and a note expressing her gratitude.

He may have seemed like a monster, but to scare away a pony and then perform an act of kindness for a squirrel just didn't make any sense. Cruelty was often a mask for something deeper, but kindness could not be convincingly faked. Fluttershy knew better; after all, she represented the Element of Kindness. She knew what she saw had come straight from the heart. Whatever she'd heard about this “Phantom Pony”, whatever he himself wanted ponies to hear about him, that single selfless act was pure and true. It made Fluttershy certain that that meant Nocturne's “Phantom Pony” act was just that: a facade meant to drive ponies away. Why he felt the need to carry out this act, and for how long, Fluttershy was unsure.

But she stuck with her plan to show Nocturne kindness in return. And this care package was a step in the right direction.

“Hey, Fluttershy!” Pinkie called. “I'm so glad I could make you feel better by helping you with these cookies! Wow, you should've seen how scared you were! And how scared Dashie was! And we got scared seeing you get scared, so you scared us, scaring you, scaring me! I don't think I was crying, though, but I think I would have! Would I? I only cry when I'm sad, but I try not to be sad, but I think being scared might make you sad, 'cause nopony wants to be scared, and nopony wants to be sad, so . . . what were we talking about?” She smiled vacantly, her face almost squeaking from the wideness of her grin.

“Oh, Pinkie Pie,” Fluttershy gently replied, “I appreciate you taking the time to help me, but these cookies aren't for me. They're for . . . .” Fluttershy had decided early on not to alert her friends to her intentions just yet. They still didn't understand Nocturne as well as she thought she did, and would almost certainly be concerned for her safety. Keeping as much to herself as possible, she finished, “ . . . a friend.”

“Oh!” Pinkie Pie replied, enlightened, “Well, who? Is it Twilight? Or Rarity? Maybe Applejack? Ooh, ooh! Rainbow Dash! I know! It's a thank-you to Rainbow Dash for helping you get your stuff back, right?”

Fluttershy didn't argue, but she didn't agree, either. She couldn't be sure that Pinkie could keep this a secret, so the less she knew, the better. She had said that these cookies were for a friend, and as long as Pinkie knew that much, it was fine. While she did feel guilty about lying to her friends (omitting the truth was just as bad, if not worse), she kept reminding herself that she didn't want them to worry about her. She didn't know if they would be willing to believe that Nocturne was actually safe, but she still had to try to repay him, even if she had to do it by herself. After all, that one small good deed was undeniable; he really was a good pony deep down.

And a small good deed in return was the first step to showing her friends—and all of Ponyville—who he really was.

Rarity inspected several different fabrics hanging around in her boutique, rushing from one to the next in a manner similar to Pinkie Pie in her kitchen. As Fluttershy watched patiently, her thoughts went back to the recipient of her care package; having the means to quell Nocturne's rage was one thing, but finding him was something else entirely. Fluttershy decided that simply confronting Nocturne directly would probably not be the best approach, especially after she had angered him twice in one day. She quickly resolved to cross that bridge when she came to it. Until then, she still had to add a little more to this package. After all, cookies were nice, but not quite enough.

That's why Rarity looked around for the perfect material for a blanket.

“Hmmm . . .” Rarity pondered as she analyzed each material, “well, this satin is lovely . . . or maybe damask would be better . . . ooh, I just don't know! Fluttershy, darling, I'm so sorry, but my forte has always been closer to worn fabrics rather than simple blankets.”

“I understand, Rarity,” Fluttershy replied with a nod, “but this is really important. Um, well, of course, I understand if you can't do it . . . .”

“What?” Rarity interrupted. “Rarity, quit? Perish the thought! I shall simply apply myself harder, especially since somepony you know is in need of particularly fashionable warmth!” She stopped, glanced around her shop, then sighed. “Of course, I wouldn't be having this much trouble choosing if I knew this friend of yours. Tell me darling, what's he like?”

“Eep!” Fluttershy released a nervous squeak, and began to blush faintly. While it was true that she had been expecting this, it didn't help to prepare her with a decent response. “Umm, well,” she tried explaining, “he's kind of shy, like me, but he doesn't get out a lot . . . at all, really . . . .” she paused to think back on more of what she knew about Nocturne. But now that she thought about it, she couldn't recall if anypony ever said whether Nocturne had ever been seen outside the Everfree Forest. All incidents related to him in the past seemed only to involve him scaring somepony who had wandered too far into his area of the woods. He'd probably never been to Ponyville before. “I think,” Fluttershy continued steadily, applying what she'd deduced for herself as best she could, “I think he's really lonely, but he's . . . difficult to talk to about it. So, I wanted to do something nice for him. You know, to reach out to him, and show him that he's not alone.”

“Oh, Fluttershy, what a lovely gesture! You must really care for this fellow to do so much for hi—” Rarity stopped for a second, her eyes widened slightly, then narrowed as she pointed them at the Pegasus. “Oh, Fluttershy?” she asked, a somewhat ominous lilt in her voice. “You wouldn't happen to be keeping something from me, would you, dear?”

Fluttershy's heart began to race—she'd been found out. “Umm . . . I . . . I don't know what you mean . . . .”

“Oh, don't try to hide it,” Rarity said earnestly, “your face is an open book, darling! The flushing of your cheeks, the stammer in your words, the waver in your voice, that sense of . . . longing . . . I know exactly who this blanket is for!”

Fluttershy sat down, her nervousness getting to her. She could barely respond to Rarity's semi-accusatory tone, except with a soft, “Oh, dear . . . .”

“Oh, yes, you sneaky thing, you!” Rarity teased, taking a step closer. “I can see it from miles away. This blanket is for that pony, isn't it?”

It was over now. There was no denying that Rarity knew about Fluttershy's plans. At this, she could only stay silent.

“Yes . . . this blanket is for . . . that very special somepony, isn't it?!”

“Rarity, please, I can expla—what?”

“Oh, darling, no need for such secrecy!” Rarity comforted her, putting a gentle hoof on her shoulder. “Feelings of affection are hardly controllable! I couldn't blame you in the least! In fact, I imagine you feel the same about him as I do about . . . Trenderhoof . . . ooohhhh . . . .” She took a moment to swoon, but was back at a moment's notice. “So, this coltfriend of yours, he must mean quite a lot to you, yes?”

Fluttershy still felt nervous, but she couldn't help but release a sigh. Her secret was safe, but this was the last way she wanted to preserve it. Still, it felt wrong somehow to answer 'no'; she did find herself caring about Nocturne. She knew he must've been in some kind of pain, and she had vowed to help him feel better. Looking back up at Rarity, she grinned a little as she replied, “Well . . . I guess you could say that.”

Rarity began emitting a shrill squeal like an excited schoolfilly, and hugged her yellow friend. “Oh, Fluttershy, I'm so happy for you, darling!” she cheered. “I have no doubt that you'll take good care of this fine young stallion you've taken a liking to!” She then plucked a roll of vibrant-looking wool off a nearby table, seized a pair of scissors with her Unicorn magic, and cut a five foot length of it from the roll in little time. She then took up a needle and thread and set to work hemming the edges. “And be sure to let him know where this came from, so that when he caresses this lovely little blanket between his hooves, he will know that it comes courtesy of Rarity's Carousel Boutique!”

Fluttershy smiled warmly at Rarity's peerless generosity. “Thank you, Rarity,” she said as Rarity lowered the finished work into the basket Fluttershy carried on her side, “I'm sure he'll love it. Oh, it must get so nippy in those woods at night . . . .”

“What?”

Fluttershy gasped lightly, feeling sheepish at the dead giveaway she'd just uttered. “Oh! Umm,” she fought to recover, “I said . . . it must get so nippy . . . without wood to light. Yes, that's it, umm . . . see, he's kind of low on firewood lately, you know, for his fireplace? In his house . . . you know, that he lives in . . . and he can't always keep warm, so, that's what the blanket is for!” Feeling her welcome (and her excuses) being expended, she concluded, “Umm, I have to go, Rarity. I'll . . . I'll see you later, okay? Thanks again!” And with that, she turned to the door, left through it, and was on her way.

Rarity raised a curious eyebrow in the wake of her friend's awkward exit. That's when realization seemed to strike: “But it's the beginning of summer. Why could he possibly need to keep warm?” After a few seconds of pondering, she then shrugged and giggled to herself. “Ahh, matters of the heart!” Her giggling soon became uncontrollable, and she trotted in place as she squealed ecstatically. “Oooh, I can't wait to meet this young lad of hers!!”

“So . . . you want me to write what, now?”

At the Golden Oaks library, Fluttershy hoped she didn't look too suspicious as she looked back at Spike's confused glance. “A thank-you note,” she confirmed, holding out a blank card to Spike. “There's somepony I want to thank for doing something really nice the other day—”

“Oh, yeah, I forgot!” Spike interrupted. “Twilight told me you and Rainbow Dash had a bad run-in with somepony in the woods. You guys okay?”

“Yes, Spike, we're okay. But if it's no trouble, I'd like someone to write this out nice and neat for this pony. So, if you'd be willing to, I'd appreciate it.”

“Hmmm . . . .” Spike looked at the blank greeting card, glancing between it and Fluttershy. “Well,” he answered, shrugging, “since Twilight's out picking up some ink bottles, I guess she won't know I took a quick break. And it's for a friend, so I don't think she'll mind anyway.” He took the card from Fluttershy's hoof, pulled out a quill and readied for her words. The whole time, Fluttershy felt that vague panic arise again—she was desperately hoping Spike wouldn't make the connection and realize that the pony she'd had a “bad run-in” with and the pony Spike was writing this greeting for were one and the same.

“Who do I make this out to?” Spike asked with a joking grin, as if prepared to sign an autograph.

Fluttershy took a breath and began with: “To my very special friend . . . .”

From there, Fluttershy quoted the exact words she wanted the card to say, and Spike's pen moved in time with her words. Fluttershy had memorized the entire message in the hopes that it would help things go without a hitch; so far, it greatly helped, as she quoted the whole thing, word-for-word, back to Spike as he wrote. In only a few seconds, the entire message was complete.

Spike read over what he'd written, then looked up with another confused glance, this one mixed with a hint of indignity. “Cookies? This guy gets cookies?”

“Well, yes,” Fluttershy replied simply, “I made them with Pinkie Pie today. They're a part of the gift basket I'm making for him, just like the note.” She looked back at Spike's pleading eyes, and couldn't help but giggle. “Well, I suppose one less cookie wouldn't be so bad. And it would make a lovely 'thank you' for your help, Spike.”

“That it would!” Spike quipped excitedly.

Fluttershy giggled again and reached into the basket, gently lifting out a cookie and hoofing it out to the enthusiastic dragon. Spike took the cookie and began munching on it immediately. “Mmm! Delicious!” he exclaimed, spewing crumbs everywhere. “Wow! You and Pinkie make great cookies! Thanks, Fluttershy!”

“You're welcome,” Fluttershy replied with a smile. The smile faded quickly when she glanced over her shoulder. “Oh, I'd better get going. Thanks again.”

“'Get going'? Already?” Spike questioned, disappointed. “Can't I have just one more cookie?”

“I'm sorry, Spike,” Fluttershy replied, starting to get worried, “I, uh . . . I have to feed Angel. I'll see you later, okay? Tell Twilight I said hello.” She went to the door and left quickly, and the feeling of guilt struck her harder than before. Her dishonesty was still evident to her in the worst way; while she did need to feed Angel later today, it wasn't the cause for her departure.

She just hoped she could leave without having to explain herself to Twilight.

The last part of Nocturne's care package was arguably the most difficult. Having to hide her intentions from Pinkie, Rarity and Spike had been stressful, but doable. But here, even in the comfort of her own cottage, Fluttershy had great difficulty in placing this finishing touch on the gift basket, and the stress seemed to want to seep back into her mind, bit by bit.

“Hmmm . . . bunny, duckie, or teddy? Oh, dear, I just can't decide . . . .”

The three stuffed toys sat in a row on her bed. One of Bunny's floppy ears covered a black button eye. Ducky's fluffy yellow feathers made it look poofy and huggable. Teddy had round, adorable little paws and ears. All three were perfect for Nocturne, but it was so difficult for Fluttershy to decide which was most perfect.

After a while, Fluttershy decided to simply divine an answer from what she knew about Nocturne. “Hmm . . . well, he lives in the woods, so he's probably seen a lot of bears. And bunnies, well . . .” She glanced at Angel, sleeping in his little bed basket at the foot of the bed.

“Duckie!”

Fluttershy took the fluffy duckie toy from the bed and placed it in the basket, next to the folded-up blanket. “You're going to love your new home, little friend!” Fluttershy giggled. “Nocturne may look mean and scary, but . . . he's a good pony. I know he is.” She said it just as much to herself as she did to her stuffed duckie.

Fluttershy inspected the contents of the basket one last time: a bowl of Pinkie Pie's chocolate-cinnamon cookies, a thick, woolen blanket, and a plushie duck from Fluttershy's own collection. With the greeting card placed on top—with Fluttershy's message written by Spike—the care package was complete, and Fluttershy set the basket on her side before turning to leave her cottage. “Bye, Angel,” she whispered as she passed him on her way out, “I'll be back soon, okay?”

Now, Fluttershy finally started to feel excited. Nocturne was going to love this.

Fluttershy's Gambit

Fifty yards or so into the Everfree Forest, a groove was being worn in the grass and dirt. It had been a week since his second battle with the Lamia, his old childhood enemy, and Nocturne felt as though he’d spent the entire week pacing, muttering angrily and wracking his brain over what had been happening to him. It felt as though that was the event that opened the floodgates for more trespassers to waltz in and do what they wanted. Fluttershy’s friends, those three stupid fillies, those two mares he’d scared off the next day, who’d looked a bit too intimate to be friends . . . .

And to add insult to injury, that purple Alicorn had come back to ask for a favor. As if she had any right to ask anything of him at all. He’d already sent those three brats home alive, what more did she want?

What was most aggravating: her request was one he wanted to oblige. And obeying one of those townsponies make him feel sick.

Five minutes, he thought furiously as he trudged through his well-worn path, which was now a completely grass-free strip ten feet long and a foot wide. Seems like I can't get on with my life for five minutes without being tormented by one of those little burrs under my saddle!

Nocturne had had little pony contact for most of his life, including all of his stallionhood. But it seemed as though, in that seven-day stretch alone, he'd more than made up for all the interaction he'd missed not living in Ponyville. It had all started when that clingy Pegasus had learned first-hoof not to cross the “Phantom Pony”, and the snowball effect continued ever since. She’d returned over and over again, with company more often than not, trying to pry him open like a stubborn oyster.

And the worst part was that Nocturne was getting used to seeing Fluttershy and her friends.

No, he thought as his thudding steps left clear hoofprints in the dirt. I can’t get used to these ponies. I’m used to being isolated. Have been since I was a colt. Now, they come in and ruin the life I’ve made. Trying to drag me back into the place I left behind. I can’t do this! I can’t let them get inside my head! I’ve worked hard to forget that life, and now everything is crumbling down around me . . . .

Again . . . .

Nocturne’s ears twitched as he heard a sound in the distance. A sound in the direction of the edge of the wood.

Hoofsteps.

Not again . . . .

Fluttershy’s hoofsteps crept closer to the rotted trees that lined the edge of the Everfree Forest. Her heart raced, and she felt a tingle of anxiety, but was otherwise level.

“I can’t back down, now,” she muttered to herself. “I’ve seen the real Nocturne. So I can’t let him think he can scare me away this time.”

The nervousness she felt from her own words notwithstanding, Fluttershy felt a different kind of tingle. A tingle of inexplicable excitement. This was her chance to make things right with Nocturne, and help him see the light.

“I just hope Nocturne won't mind a little ‘assertive friendship’.”

“I won’t back down now.”

Nocturne’s whole body tensed, ready to move if he had to. There was no movement in the trees or underbrush, so there was no reason to move just yet. Still “the Phantom Pony” needed to be ready.

“I won’t let you mess up my life anymore,” Nocturne growled to himself, almost surely knowing who this intruder was. “No more. You have no power over me.”

“You’re a good pony,” she said firmly. “I know you are.”

“You’re a menace,” he growled. “I won’t stand for your insolence.”

“The next time we see each other . . . .”

“The next time we see each other . . . .”

“I will show you friendship.”

“I won’t show you mercy . . . .”

“Umm, Nocturne?”

Fluttershy spoke up louder as she entered the woods. Her heart raced even faster, but she stayed steady. Now was the time.

There it was. That soft, unobtrusive voice. That vexing, irritating, “oh-I'm-ever-so-sorry” voice. She really was back.

Nocturne began to move, crushing leaves and scattering branches with every step. Her voice was quickly accompanied by more rustling and scratching in the trees—the sounds of trespassing.

“Umm . . . Nocturne!”

Her voice was getting closer, and not just because of Nocturne’s fast approach. She was approaching, too. Much faster than usual. She didn’t just stop right inside the border. She was much deeper in the darkness this time.

Not for long, Nocturne thought before leaping over a fallen tree. A family of frightened rabbits came scurrying out from inside the hollowed trunk.

“Hello?” her voice came up again as her silhouette began to take shape in the dark. “Could I talk to you? Please? Pretty please? Pretty please with a che—oh!”

She was clearly visible to him in the dark; her teal eyes aimed directly at him, as his red ones glowed like two raging infernos. He slipped out from between the bushes, staring her down as if to melt her simply with his stare. His teeth bared like a jungle animal, Nocturne felt anger grip him as he saw her there, staring at him with wide eyes and shaky legs. Why such a wimp would wind up right back in the same place, in the same position as when she'd been frightened off before, was beyond his imagining.

But it filled him with such red-hot anger as to rival the fiery glow of his eyes.

“How dare you?!”

Fluttershy flinched as Nocturne snarled his words, still approaching her as if hunting her.

“How many times have I warned you to stay away?!” he continued screaming, his teeth glinting in the faint traces of sunlight from above. “And here you are again! Who do you think you are?! What do I have to do to you to keep you away!?!”

Fluttershy still shook as she stood in the glow of his red eyes, unmoving otherwise. Nocturne seized his advantage and spread his draconic wings, the sight akin to a veil of smoke billowing up and out in the shadows like an unholy beast. This had been enough to scare her away before, and it wouldn’t be long before she ran crying again.

But something about her was different this time. This time, the tears did not come. Her eyes weren’t dinner-plate wide. She still shook, but even that seemed to be fading away. After only a few seconds, the shiver was barely noticeable at all. Fluttershy was different now. Nocturne was sure of it.

Surer still when the mare took a deep breath and spoke in a firm, unwavering voice:

“Nocturne . . . I'm not afraid of you anymore.”

The sheer resolution of her words were a mountain before Nocturne. His wings drooped slightly, and the glow dimmed in his eyes as he stared back at her.

What . . . what is this? Who is this?

One lingering, clinging pause later, Nocturne regained his footing. His edge was slipping quickly, and he knew it. Quickly, his wings picked back up and his eyes burned at full brightness once again.

“Big mistake,” he replied with a deep growl, and resumed approaching again, wings spread wide.

His intimidation was back at full strength. She wouldn’t stay standing this time. She would back down. She would run. And the Phantom Pony would make sure she would stay gone, even if he had to chase her to the ends of Equestria and beyond, and damn to Tartarus what that self-important Alicorn had to say. Even now, her next deep breath would be swiftly followed by a piercing scream of terror.

What actually happened was, to Nocturne, nothing short of the ultimate game-changer.

At the crest of her breath, Fluttershy jumped and hovered two feet off the ground, stared down at Nocturne with uninhibited rage, and had her say.

“Now, you listen to me, mister! You have no right to go around acting so cruel to everypony just for walking around in the woods! You may have big scary wings and glowing eyes, but just because you can scare the living daylights out of somepony, doesn’t mean you’re allowed to! The whole town thinks you're some kind of monster because you keep scaring them! Scaring ponies to get your way is mean, and selfish, and wrong, and just plain . . . well . . . inconsiderate! And you should be ashamed of yourself!!”

Nocturne froze where he stood, his anger slowly fading into confusion. Finally, he just stood there, dumbfounded at what he was looking at. That was the first time anypony had ever spoken to him like that. He’d turned creatures three times her size inside out for less, and many of them couldn’t even speak.

And yet this whiny, wussy, spineless little peon was actually . . . scolding him?

“Umm, I'm sorry,” Fluttershy said as her features settled and her hooves touched ground. “But . . . it had to be said.”

Now, the glow in Nocturne’s eyes had completely dissolved. It’s like she hadn’t even said a word!! he thought, those words the only coherent thing in a massive ever-shifting pile inside his mind. There was another lengthy, cumbersome silence in which the two stared at each other, not speaking another word. Nocturne used every second he could to try and figure out this walking, breathing enigma of a pony that stood before him.

Finally, coherent thought found Nocturne again, and, almost unconsciously, the first questions he could think of tumbled out of his mouth, his voice strained with the failed effort of remaining strong:

“Why are you doing this? What do you want from me?”

Fluttershy took one step towards Nocturne, and saw Fluttershy glance down at his hooves when he took a step backwards. The stallion couldn't even remember taking that step. It was that buried instinct, that feeling deep down that never went away, that moved him without thought. That tightening, strangling feeling that kept him rooted to his territory in the Everfree Forest for two decades. He hated to admit it, but it was painfully, ironically true.

Nocturne, the so-called “Phantom Pony”, was afraid of Fluttershy.

“I . . .” Fluttershy began, and Nocturne had to consciously refrain from flinching, “I just . . . I’m just trying to help you . . . .”

Nocturne continued to stare at her, his mind drawing a blank once again, if only briefly.

“Nothing you do makes any sense to me,” he muttered, again partially without realizing it. “I scared you. I threatened you. I hurt your friends. I don’t understand why you care.”

“What’s not to understand?” Fluttershy asked simply. “I want to help ponies in pain.”

“I’m not in any pain,” Nocturne said sharply, knowing it was a lie. “And even if I was, you shouldn’t help me, or want to help me. You shouldn’t even be here. I’m . . .” he turned his head away before he said it, “. . . I’m a monster.”

“I don’t believe that,” Fluttershy soothed, taking another step towards him (Nocturne stepped back again), “and I don’t think you do either. I think you just want us to think you’re a monster just to be alone.”

“I hurt your friend, the rainbow Pegasus. I could do the same to you if I wanted to.”

“But you haven’t yet. In fact, I bet you’ve saved more ponies than you’ve hurt.”

Nocturne sighed, trying with all his might to make it sound menacing. “Is this about that day with the Lamia? Look, I did what I had to do! Like I told your friends: we’re even. You wasted your time coming here.”

“But you helped my friends, those three fillies you met that day. If you wanted to be left alone, why not just leave? Why help my friends and me if you could just as easily walk away?”

“That Lamia has been a pain in my flank for years! It was time for some revenge, and your friends just got in the way.”

“Well, what about that squirrel?” Fluttershy pressed.

“When are you going to let it go?! So I made sure some rodent got an extra day! What’s the big deal?! I’m not a mons—”

Nocturne froze mid-word, but he could see that the damage was done. Fluttershy looked back at him with a warm—if a bit triumphant—grin.

“You’re not a monster, Nocturne,” Fluttershy spoke even softer than before. “Everypony only thinks you are because they don’t know the real you. I'll bet if you showed them, you could make some friends, and you won't be so lonely anymore.”

“I’m not lonely,” Nocturne snapped back, his strained voice losing all defiance. “I’ve lived out here for over twenty years. I didn’t have anypony, because I didn’t need anypony.”

“But don't you at least want to come out of this dreary old forest once in a while?”

“No. I don’t need to go out there. I never did. I just want to be left alone.”

At this, Nocturne heard Fluttershy sigh, but with none of his earlier roughness. She almost sounded like a tired, yet amused mother reacting to a precocious child. “You know, you might just be as confusing to me as I am to you,” she said, her voice still low and relaxed. “Why wouldn’t you want friendship? You can’t predict how ponies will treat you, so why choose to be so lonely?”

“It doesn't matter!” Nocturne roared, his wings shaking slightly, finally taking a few bold steps toward Fluttershy. “I'm in here, and they're out there! That’s all I care about! That’s all I ever cared about! So just let it go! I don’t care what you say, or how much you think you know me! I just don’t care! Just walk away and never come back! Turn around, walk out of my forest, and leave me alo—”

Stopped mid-word once again, Nocturne’s whole body stiffened when Fluttershy stepped up and did the last thing he expected her to do. She hugged him.

Fluttershy wrapped her forelegs around Nocturne and held him tightly for a good few seconds. The longer it went on, the more awkward Nocturne felt, as though he were suddenly the only thing in this scenario that was out-of-place. Self-awareness stabbed at him from all sides like dull knives, but Fluttershy’s soft fur, her sweet fragrance, her very presence, seemed to lessen the pain. Words could no longer express the bizarre feeling. Here he was, a pony that many considered a demon, being hugged—tenderly, lovingly, as if by an old friend—by a pony that even Nocturne had to admit showed the qualities of an angel.

By now, the awkwardness had forced Nocturne to speak, but Fluttershy’s gentle hug seemed to strangle the pugnacious attitude right out of him. The strain in his voice heightened his pitch slightly, making him sound genuinely confused and uncomfortable:

“. . . What are you doing?”

Still pressing herself tightly to him, Fluttershy’s voice was as serene as ever:

“Sometimes, all a pony needs is a big hug.”

Finally, the two parted, and Nocturne finally felt his rigid body slump in relaxation. He felt something he'd never felt before as far as he could remember: warmth. True warmth of the body and spirit that covered him from mane to hoof, as if Fluttershy were still pressing her soft fur against his, as if he could still breathe in the fragrant aroma of her mane. He had no words for it, but he now knew what it truly felt like. And now that he knew, he questioned why he'd struggled to avoid it for so long.

“You hugged me . . .” Nocturne drowned in his shock, “you . . . actually hugged me . . . no . . . nopony has ever hugged me before . . . .”

Fluttershy looked back at Nocturne as she answered, her face and voice just as soft and delicate as her fur and mane.

“You're not a bad pony, Nocturne. You've just been lonely for a long time. I know you'd feel so much better if you had a friend.”

Nocturne slowly sat down in the grass, still incapable of speech. She’d braved his wrath and called his bluff without so much as flinching. She’d had him figured out better than anypony before her. And she was still willing to be kind to him.

After everything I’ve done to her. After everything I put her through—scaring her to tears, hurting her friends, trying every second of the day to keep her away from me—she still feels this way about me. She’s still willing to reach out to me like this. After everything . . . after everything I’ve done . . . .

I’ve been wrong. I’ve been so wrong . . . .

“Umm . . .” Fluttershy finally spoke after a while, the pause seeming to force her, “. . . well, you must have a lot to think about, so . . . I'll just go now. Please remember what I said, Nocturne. I . . . I hope you feel better. I really do.”

Nocturne’s mind was blank. He didn't answer her. He didn't acknowledge her as she left the Everfree Forest. He did nothing but sit in the grass, staring at a knot in a tree and looking back on all the times he'd scared ponies away from his forest just for being there. Out of all those times, the day he met Fluttershy stood out in his mind the most. The way she'd looked, the way she'd shaken, the way she'd screamed, the way she'd shed walls of tears: every detail about that fateful day came back in vivid detail, more vivid than ever since it happened.

It was only now that each and every horrible detail sent an agonizing, inexplicable jab of guilt deep into Nocturne's heart. All Nocturne knew for sure was that the question was no longer about why Fluttershy did what she did. It was no longer about how Fluttershy could still struggle to maintain kindness after all she'd been through.

Now, at last, the question was:

How could I treat her so shamefully after all she's done for me? She doesn't even know me.

All she knew was that he needed a friend. Fluttershy knew that better than anypony. She even knew that better than Nocturne himself.

And now, he knew too.