In the town of Ponyville sat a dark falcon with bright green eyes in a tree, and watched the ponies that entered the unnecessary loud nightclub utterly excited. There were not only pegasus in this world, but unicorns as well, and a bit surprised to see normal ponies among them. But she couldn't really complain, for not only is this world so different from her own, that she could travel many decades before her appetite for excitement will be sated. But also these new, interesting, tasty creatures of fable that she couldn't wait to meet more of all to soon.

The only thing between the music that could wake up the new dawn and the world, was one door with a bulky looking stallion standing next to it. Marian have been to many of these raves in her time along with many other kindred, most of them being older than most mortals, many of them have always complained about the music and the rude mortals along with everything else. She never said anything to them.

Once she have taken her Sire with her to a rave to feed, and she knew from the moment they entered that he hated it with his whole being. She never spoke up when her sire began to talk ill of the place and only find faults, she could only nod and agree with him as they left. In hope that he wouldn't dislike her for leading him to such a place, or worse, lose the respect that he had for her.

For truth is she have always liked the chaos of a rave, the random touching, kissing and lusting of drug and drunken minds. The first time she went to such a party herself were so overwhelming that she couldn't help but find it enticing and intriguing. The very environment of such places, the closeness with others, the movement, and how easy it is to isolate one in the middle of a crowd of hundreds. The perfect feeding grounds. She secretly loved it.

'Should I, or should I not?' Marian contemplated with herself if she should enjoy the rave and just have a good time, or she should leave it alone and see the rest of the town. 'It would be easy to walk around in the town and see all the sights, even as myself… But still, how many times can I say that I have partied with sapient ponies and mythical creatures?' If the falcon could smile, it would grin from ear to ear.

Spreading her wings and gliding down behind a house, she did a quick look around to ensure that nobody was there before changing her form once more. Concentrating on the blood, the taste of it, the feeling and the form and shape of the being it came from, she felt herself change rapidly. She closed her eyes and just focused on the power within her, just let it form her in the ways that felt natural. Always trying to ignore that it felt weird, that the body molded itself to a different form. But without the powers her sire taught her, she would have been truly lost in a world of murder, blood and deception.

Feeling the transformation complete she began to walk towards the nightclub, wondering how these ponies are acting normally. But if it is even close to what she is used to, it would be fun. A wide smile on her face and a little skip in her step, she almost hopped along the road on four legs.

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The bouncer stood tall like any guard would, proud and with an bored expression on his features denying a under aged pony access to the nightclub. Didn't even flinch when the filly tried to soften him with the known poppy eyed and trembling lips look that all mares he ever met apparently knows how to do.

Infront of the door to the establishment stood Stone Bell. The light-grey coloured earth pony that Mr. Rich had hired a few years back of the sole looks of him, and were only more than happy to realize that he was a former night-guard. Most ponies are afraid of Stone Bell because of the scars that he carry with pride, each of them earned on the field of battle in order to protect the land of Princess Celestia and now Princess Luna. But the one scar that others notice the most are the large claw mark over his left eye, going from brow to muzzle. He had let his black mane grow out in order to hide the scar, but a mark so large is not easy to hide even with a mane long enough to pass as a mare's. The eye once green as freshly cut grass like the other was rendered useless by a Timberwolf, turning it dull and white and thus ending his career in the night-guard.

Quickly going through the line of ponies wanting to enter the club, his eyes went wide and his smile turned upwards from who he saw infront of him. One of the very few ponies in this town that did not fear him when she first saw him, but instead helped him accept his disability an live with It.

“Miss Fluttershy, it's nice to see you again,” Stone Bell said smiling for the first time that evening. “I didn't thought of you to be a raver?”

“uhm, I like to go out to have fun, even if is just once and awhile,” She said quietly, looking at him with eyes that walked over his large muscular body. Taking it all it, her sight saw his scars under his fur, all from small cuts to long claw marks. Stone Bell saw a coy little smile on her as she rather stealthy looked him over, so subtle he almost didn't see it.

“Well, I better head on in,” Fluttershy said while walking past him, and into the nightclub.

He looked over his shoulder after her with wide eyes as he realized that she have been checking him out, not like a friend as he is used to from her and some of the mares that he knows. Her eyes had a hungry look in them, like a predator eying it's prey.

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As I walked through the double-doors I was assaulted by sound, light and energy. The entryway was simple in design with a wardrobe with a pony standing, and a door next and another door opposite it, with markings on them indicating restrooms. I walked past them to yet another set of doors, and colourful smiling ponies talking to each other surrounding me. I felt the music through the door, and pushed them open.

It was a large circular room with six pillars in a circle holding the roof, within the circle was the dance floor right infront of the DJ booth. Outside the tables and chairs were spread around with space between them, in order so ponies can ether talk in privacy or could dance in the space. The bar was the longest bar I have ever seen, it started just a few feet after the entry and circled the room, with that sole exception of the DJ booth where it stopped but continued again right after. I looked around and saw a staircase with a guard infront of it going up to a second level, most likely a VIP area. Always nice to know the ways of a building, where things go and such, especially exits. I look around the room on my way over to the bar, and I see no other exits apart from the front door.

'Can't be right, there most be some emergency exits just in case. It would be beyond thoughtless if there's not-uff,' I was abruptly pulled out of my thoughts as I walked into someone. “I so sorry, I wasn't looking were I going,” I said apologetic at a pale violet pegasus.

She looked at me and her eyes went wide in surprise. “Fluttershy? I didn't think that partying were your thing,” She said with a frown while she wiped on a wet-spot on her chest with a hoof.

I looked down and saw a empty cup with a it's spilled content around it, and noticed that she must have spilled it over herself when I bumped into her.

“Did I do that? I'm sorry,” I asked and got a little closer to her, and hooked a hoof around her leading her to a restroom. “Come, lets get that off of you.”

We quickly past the partying crowd and entered the restroom, probably the only mares only room in the building. I led her over to the sinks with with a nice surprise they use proper towels, that lay next to the sinks. I grabbed one and started to wipe the wet-spot off her.

“Fluttershy!” She started, “You don't need to do this, I am fine by wiping this off myself,” She said and looked around, noticing that they were alone.

“Nonsense, I made you wet and I will take care of that for you. Now please stand still,” Not noticing what I just say until after a few seconds. Looking up from her chest I saw the pony blushing, her cheeks burning red like fire. “I, didn't mean it like that…”

“Oh, are you sure that you didn't mean it?” She asked me with a coy voice, while strikes a seductive pose for me. “I would love if, as you said, 'took care of me'.”

My eyes got a little bigger, all in all cursing myself not for looking into 'Fluttershy' memories. 'It would be so more easy, if I knew who she knows.'

She giggled and smiled at me and went back to a normal stance. “It's okay, I know what you meant and it just came out wrong,” Her smile widen a little, and she looked at me with a playful smile. “But I am so gonna tell my sister about this, she would kill me if I didn't.”

“Oh, so who is your sister? If you don't mind me asking? I returned her smile.

“Her name is Cloudchaser, she my older sister with nearly a year,” She leaned in bit closer to me. “Don't tell her I said this, but I know that she would absolutely love to meet you,” The way she drawled out the world 'love' made me smile a little wider.

“That sounds nice, to have a sister that you're close to,” I put the towel away, finished with cleaning her.

“It is, but at times it can get a bit much, you know?”

“I know...” I still remember my own family, luckily still have their face clear in my mind. My father, my mother, brother and sister. I remember so many happy and sad moments with them that for a short moment I forgot I was with someone. “… but it's been a long time since I have seen them, we live far from each-other.”

She nodded, understanding that sometimes family couldn't be together as much as they want to. Either because of work, distance or of some other reasons.

“So,” She started, while hinting to the door. “Do you want to come and dance with me and my sister? I bet she wondering where I am by now.”

I looked at her with a sly smile. “To that same sister of yours that would love to meet me?” She nodded shyly while a little blush rose on her cheeks as I asked. “and I hope that you can stop her from loving to much, right?” I said with a hint and a seductive wave of my tail.

I didn't even end my sentence before she started to stutter, and not knowing how to word a reply. Her face deep red from the mental picture, and panicky waving her hooves infront of her before stopping dead cold looking at me with her mouth agape when she heard me start giggling.

“Ha ha, very funny,” She pouted, and turned around and led us back to the dance floor, ever a slight blush and a smile on her features.

Cloudchaser sat at a table next to the dance floor with two full drinks looking around with a worried expression, before her eyes finally setting on her sister moving towards her.

“Flitter, where have you been? I've been waiting for you,” Cloudchaser said to her little sister with a small frown.

Flitter sat down next to her sister and gave her a quick nuzzle, and a apologetic look. “I'm sorry, but Fluttershy here-” She said while pointing her hoof at me, and Cloudchaser ears perk right up and look at me with a snap. “-bumped into me, causing me to spill my drink all over myself. She took me to the restrooms and helped me clean up. So no worries about me,” She reached out and took one of the drinks infront of her, sipping to her drink like nothing was wrong trying to hide her smirk. Cloudchaser however, were like a deer in headlights. Opening her mouth and closing it again, not knowing what to say and eyes flickering over me.

“Fluttershy. I, uhh, didn't know that you came… it's a surprise,” The pony said as she got her bearings together.

I giggled while sitting infront of them. “So everyone keep telling me, is it really so surprising that I'm here? If so, then I need to get out more,” I said as I looked her at Flitter's sister. Cloudchaser, supposedly she have feelings for this body. I smiled at her as I tried to figure out what I should do now. 'I could do with a bit more blood before morning, but seeing all of these ponies here under the influence of alcohol it would do perfectly to get a buzz. But I wanna talk to all of these colourful creatures of fable… I can do both,' I thought to myself, just in time to hear the persian blue coloured pegasus.

“Well, yes. We know that your friend Rainbow Dash and someponies else have asked you many times if you wanted to party, and each time you told them no, telling them that it wasn't your thing. So yeah, I am a bit surprised to see you here.”

'Oh Fluttershy dear,' I thought to myself with disappointment swilling up in me. 'your poor poor girl, not even confident enough to go to a rave.'

“Well, yes, I never really had the time because- ” 'Damn it,' I silent cursed at my situation, as I desperately tried to remember just one thing about her that I could use as a possible lie. She is a quiet girl, a little introvert, caretaker of some sort and have a lot of animals… 'lets go with that,' “-the animals I take care of needs me most of my time,” praying that my choice of excuse is believable.

Cloudchaser just nods, and sips of her drink. “Anyway, I'm glad you came. So, ready to party hard tonight?” She gave a smile with the question.

“Yeah, let's party,” I said, and the two ponies infront of me drank their drinks in one gulp and slammed the glasses onto the table. We stood up and moved over to the dance floor, which where full of ponies at this point.

The beat from the music is like a heartbeat, pulsating through the air and giving life to all that it touches. The lighting flashing in colours around us, vibrant, moving and forever changing in perfect harmony to the beat. The smell of the dancers around, sweat and liquor. The moves of the ponies radiating more than just happy drunkenness as some dances within inches of each-other, small sultry looks, inviting sweeps of tails telling more than any what said ponies wanted. Including my own dancing partner as she clearly told with unspoken words, that she lusted for this body.

I can smell it, her buzz from her drinks, her heat rising because of her desires and her heart beating faster and faster as I work my way with her. No words needed for this, only a few subtle moves.

I moved away a little, never breaking eye contact with her and gave her the best come-hither look I could muster. I want her somewhere more private than the dance-floor, so I start leading her over to a empty sofa in one of the corners. I take a glance over my shoulder and see her still following me, a smirk on her face and her cheeks blushing. No doubt what might going through her thoughts, not that I mind at all but I will be the one enjoying this the most.

Sitting on the sofa, cuddling in the dark lit corner. Along from the other ponies of the club, distracting themselves with the rave. The music blasting through the room deafening most other sounds, the bass still beating heavy enough that it could restart my heart. A kiss placed on her lips, a nipple on her neck, a touch on her cheek that burns more and more with each sweet nothing whispered in her ear. Moans escaping from her ever so often as I simulate her either with kisses or by touch.

I place my lips on hers as I move to her privates, the wet slickness of her lips are more than inviting me in. To go on and gently caress her lust infused state of mind, further indulgence her need for pleasure. The sheer heat from her was intense, like a fire claiming a forest. She let out a long moan in my mouth as I played with her delicate lips, drawing long strokes and when touching her pearl just a little. Her breath hitched and her entire body shuttered, as if she just came very close to climax.

I chuckled at her and cooed into her ear. “You want to cum, don't you?” Breathlessly she nodded, while gasping for air like after a hard run. “you wait a little dear, and when I say so-” I nippled her ear making her moan. “- I will reward you, okay?”

She didn't even get the chance to say yes when I gave her another stroke with the tip of my hoof, a little more forcefully as her lips parted and showed her soft pink flesh. Each time harder than the last, and added a little rhyme into it. She let out muffled moans as she hold her hoofs over her mouth, so no would hear them if they were close enough. Her body twitched and kicked as she kept herself on the edge with my little treatment of her, even after I changed to another technique and now was massaging her clit. I pulled her into a kiss, and I can feel her want to cum as she breathing rapidly and twitching from my touches. I move my muzzle to her ear, and can feel my fangs come out. “Go on Sweetie, you can cum now,” I said with a lustful anticipation as I attacked her clit and and sank my fangs into her, sending her over the edge and into the world of bliss that she waited for.

She closed her eyes and bite down on her lip hard enough draw blood. Trying not to scream out loud into the club in pure ecstasy as she being hoofed by everyone to see, if they just turned a watchful eye to a darkened corner. 'Ah Yes, this is. Amazing,' The blood, so hot and intoxicating carrying Cloudchaser's emotions with her sweet loving nectar and into me.

The crimson vital liquid, slowly rolling down my throat. That was more than enough to send myself into climax, sending my long dead nerves a overdose of pleasure. My entire body shakes and twists as I feel her orgasm convulse inside of me, and my mind goes blank for seconds before returning to consciousness, only for it happens as many times as the mare between my teeth. 'By the old ones, I needed this,' I thought as I moaned loudly into her neck as my grip tightens on the persian blue pegasus as I relish in her lifeblood.

Panting, moaning and grinding myself against her form, I try to get closer to my blissful partner like she's a big warm comforting teddybear. Like a lecherous wolf I push her down on the sofa so I lie over her, guarding her body with my own like a beast eating it's prey. I slow down my sucking as I want to draw this out as long as I can, savor every lick of the red essence that pumps my being full of emotions that I so desperately wanted.

The minutes draws out and all too soon, I slowly pull out my bite hoping that the taste will last longer than a fast exit. I look at my ever so lovely two hole fang mark on her upper neck, and I look over at her face. Passed out and with a big smile on her muzzle, it brought me to giggle at the sight. 'They are so cute. If it wasn't because these ponies were sapient I would keep them myself,' I think as I just looked at her face. Lovely and peaceful, her mind with no doubt still filled up with endorphins that will leave with her long after she wakes up.

One just want to lay here, snuggle and bask in the comfort of what is warmth. To hear their little hearts beat slow and hypnotic, feel their chest expand as they breathing in air. It's all so… calm. But atlas, the dead never tire. I lick the puncture marks and feel them close under my tongue, and start to move away when I notice little bit a blood on her lips coming from a small cut.

'The poor dear, biting herself in climax-' I move in again. '-let me take care of that for you,' I bite my cheek hard and can taste my own blood. Her cut heals fast as I lick my bloodied tongue over her lip, and I clean up any remaining blood on her and my own face, and look at my handiwork. “Clean as you can be.”

The alcoholic blood was working in me, slowly and nicely got me more and more drunk. Making me even trip over my hooves while I was dancing with a cream coloured stallion. Baffled that I was sitting on the floor I began to giggle as the stallion help me up, asking me if I was okay.

I look at him, “Uhh, yes. I am, quite fine,” I giggle. “But how did I end on the floor,” I said slurred with a smile.

He started to pull me with him away from the other ponies dancing, and sat me at a table and left for the bar saying something about drinks. I don't sit long, I think as he come back with two drinks on a small tray on his back. ' That, I must learn how to do, it looks useful.'

“and so I pick you up and placed you here,” He finished telling. My eyes shot open, I didn't even realize that he had placed a drink in front of me, or that he sat and told me how I fell. 'Oh alcohol, what wondrous things that happens when we meet,' I think, not really paying attention to his little advances on how lovely my form is. “So, how about the two of us head back to my place so we get to know each other?” He asked expectantly, making it sound like it was the best idea anyone have said tonight.

Looking at him I couldn't help chuckle a little. It's the way men get a little too desperate I find amusing, not in a cruel way but they tend to sound like children asking for a toy. 'Well, compared to my age they might as well be,' I thought with my smile creeping upward. “That sound like fun-” He smiled hearing that. “-but the night is still early, and I'm far from having fun this night. So I have to say no,“ His smile dropped and his head looking down, apparently not what he had expected.

Almost feeling sorry for the guy I lean over the table getting closer to him, and gives him as cheeky smile. “You know, you are an attractive stallion,” His head snapped right up again, making me giggle of his reaction. “look around us-” I waved a hoof out to the many ponies on the floor, his eyes following. “-there are many mares in here tonight, as a quite a few stallions,” I say still able to smell the heat of many of them, and the smell of alcohol on all of them. “And even though I don't want to know you a bit more at the moment. I am sure many others would be happy to, and maybe you will have a, happy night,” Saying the last bit with a little more seductive voice. I pulled out from the table as I didn't give the stallion a chance to say anything, and went back to the dance floor ready to mingle some more.

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The night was going well, and fast for the ravers but for one it went a little to fast as she fell down from the barstool. A mare blue with rainbow mane and tail laying on the floor, not knowing how she got there she looked around.

“Dude, wh- why is everything, upside down?” She said in a slurred voice, her legs sticking up in the air, before gravity got hold of her legs and tilted over to her side. Noticing the bartender and the two stallions laughing their flanks off, she simply looked at them with a confused expression. “What's so funny?”

This only made it better for the stallions, as they roared in laughter and had to use the bar as support in order to stay upright. “Thats because my dear Rainbow Dash, you are on the floor,” A soft kind voice spoke up, one that Rainbow knew better than anyone else. She turned her head towards the voice. There stood her first friend, holding a yellow hoof out to her. A little smile on her muzzle and a glint in her eye, as she looked down at the fallen pegasus.

“Flutters,” Rainbow slurred with a grin and reached out with her own hoof, getting a hold of her friend as Fluttershy pulled her up on her hooves. Rainbow Dash brought a hoof up and ran it through her hair, only to loose balance and stumble to her left. Again a laughter could be heard behind her as the stallions clearly wasn't done having fun at her expense and she sent a glare their way before looking back at Fluttershy. “Sup' Flutters, good to see you. It'-s been, a while,” She said trying to make her eyes look straight. But right now it's hard to do that and think, and speak.

'Fluttershy' smiled at her 'friend' as she helped Rainbow not stumble over her own steps as she lead her to a table, but not before Rainbow got another mug of cider with her. Really happy that Marian decided to shift through the memories of the real Fluttershy, something she knew she should do before coming here, but due to her impatience to mingle with a new race, didn't.

She had to 'disappear' for about an hour because the ponies here wanted to chat her up, buy her drinks or dance with her. All of them she could hear an hint of want, and even with some of them she could smell a faint scent of lust. One cannot concentrate throughout memories of another if distractions keep popping up, as they did with that one stallion that asked for a dance. One little lick around her mouth was all it took, surprised and entertained at the sudden raising and at his face as he quickly made his way out.

As they sat she could feel eyes following them as if someone actively watching them, she had that feeling before tonight but just couldn't place where it come from. There's to many ponies to single out from all of them, but now it felt like more sets of eyes are spying them from afar.

“Yes it has been some time, looking to all the animals is a little rough at this time a year because they are getting grumpy and tired. The bears and badgers have already gone into hibernation, and many of the others are ready to sleep the winter away.”

Rainbow nodded as she tried to hear what her friend says, but it was damn hard when not four minutes ago she slammed 8 shots of Apple Farm's finest vodka in a challenge and fell down her stool. So she nodded and tried to look attentive.

Rainbow didn't have the easiest of weeks. All week she didn't have a weather partner as she normally had. They swift teams and sectors every week, so nopony ever flies alone or get bored of the same area, but somehow, somepony messed up and Rainbow were left without a partner. She knew the sector well as it was around the Apple farm, but it was still hard work. Every time she bucked a storm cloud out of the sky she has to be careful, because even if ponykind is resistant to lighting and electricity she will still be paralyzed for some time if hit by lighting. so every time she had to buck a rogue storm cloud away she had to do over a hay-pile just to be sure that she had something soft to land on. So, yeah. Rainbow wanted to get drunk after a week of hard, dangerous solo flying work that apparently wasn't enough for the weather manager.

“Buck the manager,” Rainbow mumbled to herself as she thought back at her week, not paying attention to Fluttershy's talking.

“I'm sorry for hearing that dear,” The disguised vampire said with a little smile on her face, trying to mimic what Fluttershy would say. Making Rainbow snap her head right back at her. “Rough day at work?”

Rainbow sighed and put her front hooves over her eyes. “If it only was one day… I have been flying solo on weather duty, All Week,” She led out another sigh. ”Not, that I can't handle it, it's just hard work you know,” She lifted her mug and took a mouthful of cider, before sighing and slammed the mug onto the table, making some of it spill over.

“I can only imagine,” Marian cooed as she knows exactly what the blue coloured mare is taking about. Too many times the vampire have been forced to work alone and times over she proved herself to her Sire when he needed anything doing. It was tedious work, but very rewarding. And with the pain that most of her missions gave her, pleasure came eventually. “So, what do you what to do?”

Rainbow sat and looked from her drink to Fluttershy, as a thought entered her drunken mind and she smiles with a wolfish grin. “I want, to drink, and you are gonna' drink with me. Shot. For. Shot.”

Rainbow have known Fluttershy ever since before flightshool, and she knows how timid the yellow pegasus is, and how much she dislike to drink the way Rainbow do. And as she waited for the frown and the talk about responsible drinking, and the suggests that Rainbow should go home and sleep. Fluttershy little smile went a little wider, so it mirrored the evil grin that Rainbow was sporting the thought of ruffling her feathers. “Of course Sweetie, I would love to drink with you,” She said slowly, downright sultry-like as the speedster had ever heard. Making even her wings twitch involuntarily with the way she said that, and the way Fluttershy looks at her is like a predator eyeing her prey, playing with if before the kill.

The night were beginning to come to a close, and within the hour the sun would rise to greet all who walked in it's light. Many would awake and start their day anew, but for some they were headed for bed. Like two colourful pegasus's that opened the door to a very familiar cottage a little while out from Ponyville. A very drunk Rainbow Dash have more or less been slung over 'Fluttershy's' back as she were too intoxicated to walk or let alone be awake, she have tried to stay awake but had lost her battle as soon they stepped outside of the last bar of the night.

As quiet as she could with hooves, Marian walked over to the couch and gently lay Rainbow down on it before covering her up with a heavy blanket to keep her warm. As she turned to rest herself in the plant a low whine came from Rainbow, looking back at her Marian could see the pegasus's face frown and a leg kicking out from under the blanket.

Softly she put a hoof on Rainbow's head and started petting her for a little while. It helped a little with her frantic sleeping, but she was still twitching and mumbling in her drunk state of mind. Marian looked at her like she would with a child that have a bad dream and couldn't find rest like she have done so many times before. She took a breath and started to sing this little pony to rest as she slowly changed back to her own form.

Lay down your head and I'll sing you a lullaby

Back to the years of loo-li lai-lay

And I'll sing you to sleep and I'll sing you tomorrow

Bless you with love for the road that you go

May you sail far to the far fields of fortune

With diamonds and pearls at your head and your feet

And may you need never to banish misfortune

May you find kindness in all that you meet

May there always be angels to watch over you

To guide you each step of the way

To guard you and keep you safe from all harm

Loo-li, loo-li, lai-lay

Rainbow had a small smile on her face as she no longer was twitching, and her breathing light and calm. Marian brushed her multicolored hair away from Rainbows eyes, smiling as she remembered a life before this she have now. But long ago she decided that who she was back then and who she is now isn't two different beings, but one.

Marian decided that even with killing, she could be kind. In the darkest of nights, she could still seek out the light. For every bad deed she needed to do, many more good ones would needed to be done. A little act of kindness here, a truthful gesture there, and a whole heart to guide her through the evil she carries.

She leaned down and kissed Rainbow on her forehead like a mother would her child before walking off to her plant. One last look out of the window she the dark blue sky slowly turn brighter, she smiled as she became the very dirt that was her resting place.

Author's Note

Hey everybody, I am sorry this took so damn long to come out, but here it is. (At long last). Hope you enjoy.

Song fund here.
Secret Garden - Sleepsong
https://www.youtube.com/watch?v=m2xnPSRSSzU
I do not own the lyrics of the song nor the song itself.