It had been a busy week since Kaiscillius first left his cave. At first he'd been constantly paranoid about being discovered, believing that Celestia had eyes and ears everywhere. And while he still believed that to be the case, he no longer believed they were focused on him. He had made one or two trips back to his cave since leaving to acquire enough bits to finance getting started in his new life, he could have simply created all the gold he needed, but it would have taken too much time and magic for him to bother with. He had chosen to settle down in Ponyville, which was not only a short train ride away from Canterlot, but also the home of his next target, Princess Twilight Sparkle. He had spent the majority of his first week trying to come up with a way to get closer to her without letting slip that that was what he was doing. He'd managed to maintain a surprising level of correspondence with her over the week, keeping it strictly professional at first by asking about Flying Colors, Twilight's research, and menial matters of court. However the ponies were nothing if not expressive, and she soon opened up about her personal life as well as her past. It was strange to feign an interest in her friends when he already knew as much about them as she did, and had probably inferred much more.

All of that effort had come to fruition when one day she came to him with a meeting plan, sending him a letter saying that she was glad he had moved to Ponyville and to meet her at Sugarcube Corner on Saturday at 1:23 p.m. He'd received the letter on Thursday, and so spent the the rest of that day and the next exploring both his new home and his new time period.

He had to admit to a certain childish glee every time he saw some new contraption or invention not from his time. Trains, for instance, he had sat next to the train track for a full ten minutes with his jaw agape, admiring the smooth wheels and the gleaming metal cogs. What he wouldn't have given to see the engine at work, be had been told it ran on coal! Coal! He hadn't believed that a lump of rock could drive such a metal behemoth forward, but he was sure he could figure it out if he saw the process. And electricity! Wondrous little wires that ran between machines that let them cook, burn, turn, anything! He had been stunned at the advancements that his thousand year sleep had brought to this world. Medicine was 100 times as effective, everything was faster to make and receive, and there were currently no wars going on anywhere, as far as he had heard. That last one had come as somewhat of a consternation for him. No better time to topple a government than while most of it's defenders are off spilling their guts on a field somewhere, but he would cross that bridge when he came to it.

All in all, it seemed like things were perfect in Equestria. Better than they ever had been. Unreasonably good. Some might say... impossibly good. Kaiscillius was made more and more suspicious with each newfound discovery, something was wrong with this place. Very, very wrong... and it gnawed at him that he couldn’t figure out what it was.

He contemplated this question as he sat outside Sugarcube Corner facing the main square of Ponyville, and stirring a cup of coffee. Ah, coffee! Another wondrous invention! A drink the solved the one bodily function he hadn't been able to overcome with magic, sleep. It always galled him when he had to stop working or plotting because his brain felt like lead, and now, problem solved! He had not been to sleep since that nap in the cave four or five days ago, though he was pretty sure it was having adverse effects on his mind. He felt jittery all the time, and he had started seeing things the day before, things from his nightmares. He was pretty sure they were just trying to destroy his coffee, trying to make him fall asleep! Or maybe he was just hallucinating, he didn't know.

His hyperactive mind registered movement to his left. He snapped his head around to that direction and saw... something he didn't expect. It was Princess Twilight, but in much more casual clothing than when he'd last seen her. She was wearing jeans and a t-shirt that was a color a little lighter than her skin. A sort of whitish-purple. A whurple! HAHAHA! Was his nose bleeding?

Anyway, the main feature of the outfit was a comical mustache and large pair of fake glasses. He'd seen these many times throughout Ponyville, and were actually sold in Sugarcube Corner on a shelf labeled "Pinkie Pie Disguises". Kaiscillius hadn't been able to figure out if that meant that they were disguises mass produced by Pinkie Pie, or mass produced for the purpose of hiding from Pinkie Pie. Mabye more coffee would help him figure it out.

Twilight Sparkle pulled up short of Sugarcube Corner upon seeing Knight Radiant. At first she wasn't sure it was him, but as she'd gotten closer his unique coloration had been impossible to miss, however his demeanor had changed drastically. When last she'd seen him, he was calm and collected, with the assured confidence of a general, or diplomat. Now he was shaking so hard the cup of pitch black coffee in his hand was about to erupt like a volcano. His head snapped toward her with alarming speed, and he took a swig of the coffee in his hand, mostly missing his mouth and splashing the drink all over his face. He didn't seem to notice as his left eye twitched once, then twice. He then laughed out loud before splashing himself in the face again, not even opening his mouth. Twilight sighed and took off her Pinkie Disguise (made for the express purpose of hiding from Pinkie of course) and began walking toward Knight. She'd seen these symptoms before. She'd had them herself when Celestia was coming to visit, when Celestia gave her a test, when Celestia... well pretty much when Celestia was involved in any aspect of something. She sat down carefully in front of the unraveling stallion, keeping an eye on his cup to make sure it didn't start lurching towards her, and asked calmly, "So how many days?"

He slammed his coffee on the table (spilling most of the rest of it) and yelled, "FIVE!" at the top of his lungs, then slapped himself in the face with an empty hand, apparently forgetting that he had put the coffee down on the table.

"Okay," she said, "why?" She hoped Pinkie wasn't around, she didn't know what she would do if someone that bombastic interacted with him now.

"OH YA KNOW. CAUSE NIGHTMARES." He screamed, drawing some weird looks from passing ponies.

Twilight quickly cast a bubble of silence to keep him from startling anypony else before asking, "Okay, what nightmares?"

His arm snapped forward, and he had a finger pointed right at her face.

"You're part of them aren't you?" He demanded, "Y-Y-You're trying to get me to go to sleep! I WON'T GO! COFFEE IS MY SAVIOR!" He yelled at her before collapsing on the table with a thud.

Twilight sighed and decided to postpone their meeting until tomorrow, she was Princess, ponies could wait. She left a guard to escort Knight Radiant home, and a note that explained what had happened, and what he was to do in case he didn't remember anything. She'd ask him about these "nightmares" when he was less delirious.

Kaiscillius dreamed of his father. Except this time his father ripped out his throat. Kaiscillius failed to claim the pool for himself, and he watched the lifeblood flow out from his own body, adding to the dark well of life. His father carried him to the entrance of the cave, and threw his body out into the sunlight. Kaiscillius was unable to move, unable to scream as he felt himself melt and boil in the light. He felt his skin crack open, and smelled his own burning bones, and felt every iota of pain that could be inflicted upon him by such torture. And at the end of the dream, as ever, he saw his mother, shaking her head in disappointment, as her horn glowed and he disintegrated.

As before, he awoke calm. He was always calm after a nightmare. Part of it came from the knowledge that it was finally over, and part of it came from knowing that nothing in the waking world could compare to the horror of the sleeping one. His eyes slowly opened and he found that he was back at his home. A small place with only one of very room. One kitchen, one bath, one bed, etc. Not very good for having guests over. He was currently sprawled on the floor next to his couch in the living room. The caret beneath him was a garish shade of orange, and the walls of the room were yellow and white striped. He had planned to paint and re carpet eventually, but it wasn't really high on his priority list. This was really just a place for him to stay during the night, when wandering around town looking at every thing would be considered weird rather than tourism.

Kaiscillius noticed someone else in the room, a terrified earth pony Royal Guard who was crouched in the corner and shaking like a leaf. Kaiscillius hoped he hadn't been talking in his sleep because that would have blown his cover real fast.

"Hey, you okay?" He asked the guard, climbing to his knees. He was confused when he checked the clock in the room, which said it was 1:00. Hadn't he been at Sugarcube Corner at 1:23? He groaned as he realized that he'd slept for a full 24 hours, and then winced at the pounding headache he had. He didn't remember much from the previous day, it was all a blur. He hoped he hadn't said anything dumb, such as, "I'm here to kill your leader and restore somepony you view as a tyrant."

The guard finally spoke in a quivering voice, "P-Princess Twilight requests your presence at Sugarcube Corner again, at the same time as yesterday. When I attempted to wake you... well you... you backhanded me into the ceiling."

Kaiscillius glanced upward at the ugly popcorn ceiling and did indeed see a large, guard-shaped dent. He sighed and rubbed his face as his horn flared white and he straightened out the ceiling with magic. He then ripped all of the dirt and grime that had accumulated on his skin, clothing, and hair, completely off, and funneled it into the nearby trash can. A magical bath was extremely efficient, if not very enjoyable. Still, he wasn't certain he'd be willing to brave the bathroom for a real shower. There were some places even an ancient evil entity dared not tread. He turned to the guard, who had just stopped cowering and now tried to stand with some modicum of dignity.

"How do I look?" He asked, and effortlessly posed, flexing his perfect muscles and giving his most seductive smile. He saw the guard's jaw drop, and decided that he probably looked good enough.

"I'll be at Sugarcube Corner then, don't break anything else please."

The situation in Ponyville stood much the same as it had yesterday, save that this time Kaiscillius held a glass of water and ibuprofen rather than coffee and utter madness. Once again he saw as Twilight walked up with her "disguise" on, and once again she removed it as she sat, conspicuously inconspicuously, down at his table.

"Good afternoon, Princess." He said smoothly, keeping his eyes on her's rather than staring at the massive jugs her t-shirt struggled to contain. Alicorns, they got all the perks with none of the effort. Most would never be able to achieve the perfection she unknowingly flaunted, and all she had to do to get it was screw up, then cast a big spell to fix everything for her. Kaiscillius sniffed in derision as he took a sip of his water.

Twilight smiled at him and said, "Good afternoon! And please, call me Twilight. I hope that I can call you Knight?" She asked with a tentative smile.

"Of course, Twilight, I am at your disposal." He responded amiably. He was still surprised at the speed of relationships nowadays. It used to be that you didn't get on a first name basis until you had known a pony for a few years, and sometimes never. Now though, they handed out the things like candy.

"Actually I am at yours, that's what I'm here about. You saved somepony's life while I stood by helpless, and suffered personally to see that goal achieved. It is more than anyone could have asked of you, and you deserve a reward for your efforts. So I'm willing to offer you anything that is within my power to grant. Just name it, and it shall be yours." Twilight said solemnly. She also relaxed a little after her proclamation, perhaps indicting that she'd spent a long time coming up with it, and had been either nervous or embarrassed to actually say it.

Kaiscillius felt like this was sort of rediculous. He was a being offered a blank check by a monarch in a t-shirt outside of a small town sweets shop, and she was acting like this was perfectly normal. Nevertheless, humility was necessary, it was part of that ancient dance of giving and receiving gifts, so Kaiscillius responded in kind,

"No, Twilight, I couldn't possibly take something from you for doing what anypony would have done in my place! And besides, the burns are mostly healed now." He saw her flinch at the mention of the burns. He had had a suspicion that this was really the reason she was giving him a gift, rather than rewarding altruism, and now his suspicions were confirmed.

"Knight, we both know that that mare would have died without your aid." Twilight continued.

No she wouldn't have, but whatever. Kaiscillius thought with a mental eye roll.

"... and that sort of heroicism is much lacking in today's society. So I will not take no for an answer." Twilight finished proudly. She then she said a little quieter, "I also have a more... personal request." And whether she meant to or not she leaned forward as if expecting an answer and inadvertently squeezed her chest against the table, displaying an enormous amount of purple cleavage to Kaiscillius. It also gave him a full view of her beautifully splayed wings with their immaculately groomed feathers. In his day that would have been a scandalous breech of protocol for a pegasus to reveal herself so, but a princess?!

Is she... actively trying to seduce me? Or is she just that oblivious? He wondered.

"And... what might that be Twilight?" He replied suggestively, leaning in toward her so that their faces were, at most, inches apart.

Twilight seemed not to notice the closed distance, and she continued unfettered, "I want you to teach me about the power transference thing you did. I had experienced it once before, Celestia and Luna gave me all their power when Tirek came to steal their magic, and I defeated him with it."

"Yeah, I might have heard something about that." Kaiscillius said in complete deadpan, forcing himself not to roll his eyes like bowling balls.

Twilight blushed, still not moving away, as she continued, "But Celestia never taught me the technique, and with what looks like a new magic-stealer on the loose, and yes I do believe that is what lived in that cave, I might need to use it. Also, it seems like a good way to disarm a powerful magical enemy. I wonder how you know it?" She asked, gazing at him sidelong. Then the realization of how close they were caught up to her and her face flashed crimson as she pulled her head back.

"Haha, woo, is it hot out here or what?" She laughed awkwardly, glancing around.

It wasn't.

"While I consider your request, please allow me to extend my apologies for yesterday. I was... not myself, " Kaiscillius said, genuinely embarrassed for once, he hadn't thought there was anything that could make him lose control of himself like that. He would have to remain well rested, even if it meant nightmares.

Twilight laughed as the tension in her shoulders relaxed, "Yeah, I forgive you. You can lighten up you know. I know I'm a Princess but you don't have to be so formal. We're just two friends talking about magic."

Kaiscillius cursed himself mentally for unconsciously reverting back to higher speech patterns, this was an informal setting, he should have spoken informally.

"Anyway, what are the nightmares you mentioned? They must be pretty bad if you're willing to stay up for five days to avoid them." Twilight may have said this casually enough, but it struck Kaiscillius like a lightning bolt. What had he said about them? Clearly not too much because she wasn't trying to arrest or kill him. He disavowed coffee on the spot, that accursed drink had nearly made him spill his darkest memories to the enemy!

"I'd rather not talk about them, if that's okay. They're pretty personal, and I don't want to scare you." The last part was true, knowing how saccharine this place was she'd probably cry if he even said the word "blood".

Twilight frowned at him, seeming more concerned than angry, "If they're that bad I could talk to Luna about them. Sorry, Princess Luna. She could give them a once-over, tell you what you need to do to get rid of them. She's helped me lots in the past, and plenty of other ponies too."

Kaiscillius almost laughed. The last thing he needed was his ensorcelled mother to go through his incredibly telling dreams. Twilight actually knew what had happened though, somewhat. "Luna" had told him how to treat the nightmares. Live with them.

"Okay, maybe not that far, they don't keep me up or anything..."

Far from it, he thought dryly, can't wake up from the damn things.

"... they're just annoyances really."

Twilight nodded sagely in understanding and then stared at him. After a few seconds of prolonged silence Kaiscillius raised an eyebrow at her, wondering what she was doing. He sat there for a full minute as she said nothing, not afraid or angry at all just... not talking.

"Uh... Twilight?" He said hoping she hadn't had a heart attack. He didn't want to be implicated in her murder.

"Yeah-huh?" She asked, not seeming to be in any way concerned that she'd just shut down for a good sixty seconds.

"Whatcha doing?" He asked in a sing-song manner.

"Oh, uh, I'm waiting on you to decide your answer, on whether or not you'll train me." She said blushing a little. She'd actually just been admiring his face, but it felt a little creepy to tell him that.

Kaiscillius knew she was lying, and there was a 63% chance she'd just been staring at his face, but at least she wasn't dead.

"Well, I think that's a great idea! You're certainly capable, and I don't mind helping you out Twilight," Kaiscillius saw her blush a little as he placed just a touch of emphasis on the "you", it would make her feel special, like only she deserved it, "but there are some misconceptions of yours I'd like to clear up first."

Kaiscillius was cut off by a loud gasp from behind him, and he forced himself not to tense up. His mind instantly scrambled to find possible routes of escape and attack plans. He came up with 13 before he forced himself to calm down and admit that there was no way he had been discovered yet. He had done nothing suspicious or out of the ordinary, and no Royal Magee had been to see Flying Colors yet, so they couldn't have had time to pry into her memories. Twilight's next statement relaxed him much more mentally.

"Oh hey, Pinkie... what's up?" She asked with a strange inflection to her voice, almost like... regret, resignation?

Kaiscillius turned around in his chair to face the front of Sugarcube Corner, and laid eyes on what must have been a fashion model. Bubblegum pink skin showed everywhere through a small, oh so small, tank top, and running shorts that exposed so much thigh that it felt like she was wearing pants because it was a law rather than out of any sense of decency. The Earth Pony mare had been blessed with godly curves, large breasts, full hips, and the aforementioned thighs that glistened in the noonday sun. She had an adorable face with eyes so blue you'd think they were perfect reflections of the sky, and smoth lips that would give even the most stoic stallion more than a few ideas.

Just looking at her gave Kaiscillius a tight feeling in his pants. Extremely tight actually, he still needed to find a tailor to make pants that could fit his magically overlooked bulk. He focused a hefty computer's worth of brain power on not getting hard, because it would most definitely show, and he didn't want to freak the delicious mare out until she wanted him to get freaky.

"What's up?" The mare asked, her voice was a little squeaky, but in a cute way, "Oh. My. GumdropstwilightididntknowyouhadanewfriendineedtoplanapartyrightnowBYE!" And with that, the mare rocketed back inside the shop, leaving a smoke trail of herself behind that looked left, then right, before shrugging and poofing away.

Kaiscillius was not surprised, surprisingly, at the odd detachment of physics from the mare. He could see the chaos energy that swirled around her like rapidly convulsing rays of multi-chromatic light, and assumed that was the reason for such illogical behavior from the laws of nature.

"What were you saying?" He turned back to a Twilight in one smooth motion, not even missing a beat.

Twilight stared at the stallion in front of her with amazement. She'd never met anypony that was as laid back as him after meeting Pinkie Pie for the first time. Most ponies were incredibly bewildered,some even having a nervous breakdown, though that was normally after prolonged periods of exposure. But nopony had no reaction at all. She found herself staring at his face again. Moving her eyes across it and watching that wonderful optical illusion that played across his skin, until it ended in the black tips of his adorably messy mane.

Kaiscillius snapped his fingers repeatedly in front of the monarch's face.

"Twilight? Twilight? Come on girl, you can do it." At his intonation, the alicorn shook her head and blushed.

"Sorry, ummm... what were we talking about?" She asked, flustered. Normally she didn't get this distracted during conversation, she wondered why she was now.

"We were talking about training? Teaching you energy transfers, any of this ringing a bell?" She'd been staring at him again, he really must not have put enough energy into that spell it his gifts still showed through like that. Maybe that want a terrible thing, but he had to take control of the situation before it got out of hand.

"I'll say yes to teaching you. As I said before, you're capable of learning, and strong enough magically to execute it without horribly catastrophic failure. We will need a safe place in which to practice, it can be dangerous if it goes wrong so somewhere where nopony else would go would be perfect."

Come on naiveté, papa needs a new pair of shoes...

Twilight appeared think about it for a minute, before nodding and saying, "Yeah, I know a few places. I have plenty of laboratory space in my castle, there's the Castle of the Two Sisters out in the Everfree Forest, and, well there's plenty of open space between here and Canterlot that's uninhibited."

Kaiscillius did a little dance in his head as she listed such perfectly tantalizing options for her own downfall.

"Well your castle is out, if something goes really wrong it could explode. As in, the whole thing. Between here and Canterlot is too open, errant magic could travel for miles before slamming into something, or somepony. No, I think it'll have to be the Castle in Everfree." He finished this last part with a confident nod, lending his little speech an air of professionalism.

Twilight nodded back at him, smiling, "I agree, based on all the factors you've listed, it does seem like the best option. Oh, this is so exciting! I haven't learned any new magic in ages! It's all just combinations of the same theorems and equations nowadays. And the Castle of the Two Sisters is always a treat to visit! So much history there, it's kind of amazing that we live so close to the birthplace of the greatest mare in all of Equestria." She ended her sentence with a dreamy sigh, and Kaiscillius could practically taste the devotion and adoration in her voice.

Geez, maybe Celestia could teach me a thing or two about brainwashing. This poor mare is head over heels. Kaiscillius could also have sworn that her wings even puffed out a bit as she stared distractedly into the middle-distance.

"Ahem, anyway, speaking of castles, would you mind telling me why we're meeting outside a bakery and not in yours? And why, as far as I can see, you have no Royal Guard escort?"

She blinked at him a few times and then laughed, "Well, to be honest, the castle felt too formal for just a sit-down conversation, and I never travel anywhere with a guard silly. What's there to guard against that I haven't already faced?"

Jaw, you will stay closed no matter what this mare continues to throw at you. I know I didn't prepare you for this kind of abuse, but there was no way I could have foreseen. Kaiscillius was in shock. He could agree that there was a certain bizarre rationale in that way of thinking but... it was just... wrong-headed! At least use them as meat shields!

This was too easy! It had to be a trap, he was sure of it! Some plot by his enemies to lure him into a false sense of complacency! Well he wouldn't fall for that sort of thing, he would be more careful and vigilant now in his planning than ever. And if by some miracle the world had actually gotten this lax with its security... well, a monster could only hope.

All of these thoughts and resolutions flashed through Kaiscillius's mind in seconds, and he came out of his inner monologue just as Twilight was saying something else. She looked pretty uncomfortable, rubbing her arms, slightly gritting her teeth, if he had to guess he'd say she'd done something she felt guilty about. Possibly because it was wrong, but from the level of anguish he was leaning more towards that she had accidentally hurt a friend. He knew firsthand how much she cared for her friends, and what her exact ration was when she upset one of them. The advantages of stealing memories.

"Another reason why I didn't want to meet at the castle is because Fluttershy's been coming over at all hours, day and night, saying that she could have sworn the map called her to deal with a friendship problem. She's actually kind of driving herself crazy over it..."

Fluttershy... she's the quiet animal one isn't she? Wait a minute...

"What map are you talking about? And when did she start acting strangely?" Kaiscillius inquired innocently.

Twilight rested her head on a palm and explained, "Oh, I have a map that shows all of Equestria, and when there's a problem involving friendship somewhere, one my friend's cutie marks, or sometimes multiple, glow over the location where they need to be to help out. Fluttershy says she knows hers glowed about a week ago, but there haven't been any friendship issues that I can see since then. But now she's super nervous all the time and drops by the castle constantly to ask if I'm sure I didn't see anything andofcourseIdidntseeanythingbecausetherewasnothingtoseeand-" Twilight paused and inhaled a huge gasp of air before panting slowly back down to normal breathing.

"And it's, kind of stressing me out," she finished.

Twilight glanced inside the store and gasped, "It's almost 2:00! I only have a couple of minutes to get back to the castle before the court re-opens!" She began looking around frantically, Kaiscillius assumed for a means of transportation, before he rolled his eyes, grabbed her hand, and in a flash of white fire, teleported them both to the large crystal doors of the castle.

"Haha, right. Teleportation. Forgot about that." She smiled at him sheepishly and he rolled his eyes again.

"How about you calm down and try to help your friend while I go to the Castle of the Two Sisters and set things up for a lesson. Not to mention making sure it's even still safe to be in, who knows what sort of wild animals might have gotten in there while you've been gone." He already had a good idea for what sort of "preparations" he would make. As ditzy as she could seem at times, Twilight Sparkle had still saved Equestria without fail (so far), and that meant she was not a pony to rush, or underestimate. No, he would take his time with this one, and have fun doing it.

Three more days had passed since Kaiscillius had started to set the stage for the breaking of Twilight Sparkle's mind, and everything was very nearly complete. He still needed new clothes, and a barber. There was only so much magic could do for one's looks and personal hygiene. Obviously his choice of clothing store was the Carousel Boutique, not only the best establishment of that kind for miles, but also home of one of his eventual targets. He'd decided to take down each of the Elements, they were simply too dangerous to leave alone. The bond they shared had broken powerful magic time and time again in the past, he like use their bond to strengthen his.

Kaiscillius thought that the Carousel Boutique was an... interesting establishment, certainly more colorful than, say, any other building in town. In fact he was a little surprised that a fashion designer would go so far our of her way for a pony's first impression of her to be how much of a trend-breaker she was.

He knocked politely on the pastel door and was greeted with a slightly accented, "Just a minute please!"

A few seconds later an alabaster mare stepped through the entrance. Her skin was white as milk, and smooth as fine porcelain. Her violet mane was beautifully styled into one long curl, and her tail was done in a more corkscrew pattern. She had a regal face and bearing, which, in his well-versed opinion, she was trying far to hard to emphasize, and sapphire blue eyes with an extraordinarily large amount of detail focused on her eye shadow and mascara. Much to Kaiscillius's disappointment, that was really all he was able to see. She wore a dazzling purple dress that was extremely modest, showing nothing below the neck, or above her shoes. He recalled that she was the high-society one of Twilight's circle of friends, and so he put his formal Canterlot Court training to the test.

"Oh, hello there sir, how are you?" She asked politely enough, but he could see her already eyeing his clothes, which amounted to two of the most basic brown garments that could ever be worn.

Kaiscillius had to make an impressive impression, fast. So in response, he gently took her hand, kneeled at a perfect 89° angle, and brushed his lips delicately across her knuckles for 2.45 seconds, the exact amount of time necessary for a polite greeting. He then stood and bowed over her hand, saying simply, "Well, My Lady, and you?"

"O-oh! Haha, hahaha, haha... ahem. Um, very-very well thank you!" Her face was red as a ruby, and now she had eyes only for his, and not whatever he may be wearing. The technique he employed had worked without fail every time he had used it, and it seemed it had lost none of its power.

"M-My name is Rarity! I must admit, I did not expect a gentlecolt of such elegance to come to my boutique this fine day, do come in! I have the latest and most fashionable styles from all of Equestria!"

Three hours later and Kaiscillius strolled out of the Carousel Boutique a new (fake) pony. He wore a sharp black buisness shirt, with fine beige pants and a light lavender undershirt. He also wore the frankly bizarre addition of a rainbow colored scarf. Rarity had told him that it tied the hole piece together, but that didn't stop him from feeling a little ridiculous. He also had bought much more casual clothing, but Rarity had insisted on him wearing that outfit if he was meeting with royalty. His mane had also been styled in a much shorter way. Rarity had called but "suave-military" and he hadn't seen any problems with it. She'd actually been pretty distracted by the end of his visit, staring at him for prolonged periods of time, stumbling over her words. He really needed to find time to cast the transformation spell again and subdue his gifts, it could get him in trouble if he didn't get it under control soon.

In fact, as he walked through Ponyville, almost every mare he passed, and one or two stallions, stopped and stared at him. He gave them all his most charming smile and a polite wave. Maybe a few winks here and there. It gAve him plenty to worry about as he walked to Twilight's castle, the las thing he needed was to be instantly recognizable by everypony from here to Manehattan. When he arrived at the great crystal doors of the castle he expected to be stopped, questioned, and have a messenger be sent to Twilight to inform her that he had arrived. The came the usual humdrum of being escorted to a waiting room where he would be made to wait for 10-12 minutes before passing through two more security checkpoints and finally being allowed to see the Princess under guard. Standard Canterlot security protocol for one of the monarchs.

Except that fell flat at the first hurdle when he noticed that there were no guards standing at the entrance to the castle. There didn't even appear to be a lock or an alarm. As he stood there, slightly dumbfounded, the doors burst open and the Princess came running out full pelt, levitating a week's worth of supplies behind her in a vast sparkling cloud of food, clothing, and magical measuring equipment.

Twilight was so excited for her trip that she almost ran over Knight Radiant in her haste to meet him.

"Hey, hey, Twilight! Woah! Slow down!" She heard him tell almost the second she stepped out of the castle. She had been moving at a wing assisted sprint to get outside the castle in time to meet him, so "slowing down" was going to be a fun challenge without a runway and airbrakes. Twilight planted both of her heels in the dirt and flapped as hard as she could in the opposite direction, sending a powerful wall of wind out in front of her that bowled over anypony unlucky enough to be in its path. Or at least it would have if Knight hadn't lit up his horn and somehow rotated the air blast 180 degrees and instead used it to stop Twilight, who finally skidded to a stop about a foot away from crashing into her friend.

"Hey there Twilight, you all ready for our trip?" Twilight cleared the dust out of her eyes and her jaw dropped at the creature in front of her. Knight's skin looked incredible! Where as before it had gone from a soft yellow to a dark violet, now his skin shifted into every color of the rainbow, and all of them sparkled like jewels! She hadn't realized that those little white flecks, that she assumed were the crystal pony equivalent of freckles, were so prominent, being mostly covered up by the yellow. But now they shimmered and sparkled like stars against a myriad of color, gutting any sense of preparat ion she had for this meeting as she focused almost completely on how utterly beautiful the stallion in front of her was.

"Knight... what did you do?" Her voice portrayed wonder and awe for her friend. She'd had a hard time not staring at him before, now it was going to be impossible!

"Oh I just cleaned up a bit. Got some new clothes from Rarity. I take it they look nice?" Kaiscillius gently closed Twilight's jaw and gave her a worried smile. He had trusted Rarity completely with this, maybe that hadn't been such an amazing idea.

"You're made of rainbow!" Twilight blurted at him. She should stop staring. It would make him feel bad but... the colors were just so beautiful and complex! And the more she looked at them, the better they got!

Uh oh. Kaiscillius knew that look. That was the look he didn't want her to have until they were stuck alone in a castle for three days, not in the streets of Ponyville in broad daylight. She said he was... made of rainbows?

The scarf! he realised, and quickly removed it, bundling it up inside his cloak.Twilight blinked, shook her head and said,

"Aw. You were so pretty."

Kaiscillius resisted the urge to snarl at her and said with a mischievous smile, "Well, not that I mind your attention, but I think this is a bit public for us to be staring into each other's eyes like that."

He glanced behind him and forced himself not to freak out at the confused looking throng of mares that had gathered behind him.

That... was far too close. He thought with a relieved sigh.

When he turned back to Twilight she was blushing furiously and trying to change the subject, "That re-directing the air thing you did was really cool! You'll have to teach me about that too."

He smiled and let her off the hook, "Well I can't teach you anything standing around here, let's get going. I want to be there before nightfall."

And so, they set off from Twilight's castle to the Castle of the Two Sisters. Twilight waved goodbye to all her friends and gave her pet Spike orders for while she was away. They mostly made small talk along the two hour journey, discussing the amazing reflecting qualities of Kaiscillius's skin was a hot topic, much to his dismay, but as they drew nearer to the castle, conversation turned to what they would be doing there.

"So what spell combinations does this use. Transmutum Arcana? Firebald's Condenser? Tharizan?" Twilight had been pestering him like this for a good twenty minutes without letting him actually answer the question.

Kaiscillius huffed and said, "Okay, maybe now I should tell you that it involves no magical theorems. Period. It is one of the simplest and easiest magical actions a pony can perform. Just passing energy from one pony to another. However, depending on the amount of energy being transferred, things can get dicey. It takes concentration, control, and willpower to command your magic to stay its course." He would really need to look back through his Awakener's memories against our see exactly what is was she had learned in magic school, he'd kind of skipped over that part. Still it couldn't be too different now to how he'd learned over a thousand... years... ago. Hmmm.

"So what are the words for the spell?" She asked excitedly.

"Words?" He said, confused, "What do you... there aren't words in... what?"

She looked at him strangely and he began to worry she might leave if he didn't provide a plausible explanation. Luckily the truth would serve for now.

"Look Twilight, I'm from an entirely different time period than you. A different era even! I was trained in magic over a thousand years ago, I haven't gone back to magic school to re-learn the modern interpretations of everything I know. When you say 'cast a shield spell' I get confused because I don't cast a spell, I arrange elements and bind them to form a magical shield. It sounds like a minute difference, and I'm hoping it won't interfere with what I have to teach you too much, but there is a difference in thinking there."

"What's an element? I assume you don't mean atoms, " she tapped her chin in thought, "although you could I suppose- hey why'd you stop?"

Knight was stood still on the path a few feet behind Twilight, disbelief carved into his face.

"Twilight," he began with disturbing calm, "what's magic made of?"

This stopped her in her tracks. She'd never really thought about it before.

"I don't know. I guess it's just inside of you naturally like, um..." She big at her response, and she had been a student long enough to know when she had given the wrong answer.

I... I don't believe this. They can't have... nopony could... Kaiscillius desperately scoured he memories as fast as he could, searching for any evidence that he was wrong. He wasn't. They no longer taught about the elements, instead they used preset combinations that were proven to work most of the time that you just poured magic into. Those were what Twilight kept talking about, she expected to use them. It was more efficient and safer, but drastically less powerful than combining the base elements together yourself. They also weren't taught of the dangers of overdraw, because they physically couldn't go into such a state. This was all good for him, yay having an unknown advantage, but the question he had was how? How had this technique been lost? The entire basis of magic itself, gone from common knowledge? Replaced by some weak farce with an eighth of the power and capability as the original. It just didn't make any sense.

Knight Radiant had been very quiet since his explanation in the road earlier and Twilight felt nervous that her answer might have displeased him enough that he stopped talking to her.

Well, she thought, if I don't ask I'll never learn.

"Sooo, what is magic made of?" Twilight asked as she looked around, she was pretty sure she recognized this part of the jungle, they must be getting close to the castle.

Knight shook his head to clear it and said, "Very well, your lessons start now then, since this concept is vital to energy transference."

And the entirety of understanding magic in any way, shape, or form, his mind grumbled.

He took a breath to begin a new sentence but Twilight yelled,

"WAIT! I don't have my notebooks out, or my flowcharts, or graphing paper, or anything! If this is part of the lesson then we'll have to stop here for me to take notes properly."

Knight sighed and then gestured for her to continue walking.

About fifteen minutes later, they broke through the treeline to see the Castle of the Two Sisters. It's high grey stone walls thick with vegetation, verdant with green plant life and evidence of small creatures living in the glade that formed outside the large doors.

"You made sure there was nothing dangerous living here right?" Twilight asked as they approached the door. She didn't want to be mauled by a Ursa Major that had taken up the entrance hall as its den.

"I did, but I would feel more comfortable if you waited here for a second while I gave it a quick once-over. Something could have gotten here since I left this morning that I don't know about. Wouldn't want you to be unnecessarily hurt while we're here." Knight slipped inside the large doors of the fortress, barely making a sound. A few minutes later he reappeared and said cheerfully,

"Yep, everything looks great. Come on in and get set up. We should only need the entrance hall. I don't know about you, but I don't really feel like sleeping in a room that hasn't been dusted in... well in a really long time."

Twilight followed him inside to the grand hallway that once served as the entrance. Large arches lined the walls that extended high above into a curved ceiling. Banners displaying the sun and moon hung at intervals down the hallway, until it ended at a large and beautiful staircase leading up into the rest of the palace. She quickly got to work laying out and organizing all of her supplies, and was a little disgruntled that she had carried so much reference material with her now that she had been told it wasn't needed. Soon they had a camp set up in the far end of the room, Knight wanting to use the space in the middle and close to the door for practice. When they were done with the camp, the moved to the middle of the room where Twilight sat down with a notebook and quill.

"So, as I said before, energy transferring is the act of pushing the magical energy out of you and into somepony else, or pulling their energy into you. It is not, however, an effective means of defeating an enemy. It is easily resisted if the target actively denies the transfer, this causes pain to the caster, and normally power draining takes quite a while to empty a magic user fully." Knight's voice was clear and confident, almost rote in its recitation. Twilight wondered if he had ever been a teacher before. She thought he would be very good at it.

"I said before that knowledge of elemental manipulation was necessary for energy transfers, and I may have been wrong. It requires no magical calculation. Relying on more of a gut feeling of when to stop than any predictable measure. It's very difficult to know the exact amount of magic somepony has in them at any given time, and what safe levels to drop to are to avoid overdraw." Knight gestured for Twilight to stand up as her quill finished scratching against the paper.

"I'm going to need to put my hand on your horn for a demonstration. We don't have too if you're uncomfortable with it, but this is really the only way forward, and I am not letting you attempt a power transfer yourself without a decent example to go by." Twilight blushed but nodded her understanding and walked towards him. He was quite a bit taller than her so she had to press close to him to avoid having to stand on her tip toes. Face reddened further and her heart quickened at how close her face was to his, only two or three inches apart, and how she could feel his breath on her skin. He touched a finger to her horn and she fought the urge to gasp as a spark of sensation tingled down her spine. She looked at him for reassurance, and saw in his eyes no lust or malice, only patience and sympathy. He reminded her a lot of Celestia. This thought calmed her, and she nodded for him to continue, which was a mistake as it caused his finger to drag up and down her sensitive horn and she had to bite her tounge to keep from making any noise.

"Alright, watch closely and record everything you see. I can't explain the process as most of it is frustratingly intuitional, but you can record everything you see and feel." He said calmly. She saw him collect white energy in his horn, as if he were casting a spell, but instead of speaking words and there being a flash of magic, he did something she'd never seen before and moved the energy inside his own body, forcing it down through his neck, shoulder, arm, and hand until it reached his fingertips. There was a small crackle, and Twilight couldn't help but shudder as a warm glow filled her entire body, similar to the one she'd experiencedin the cave a few weeks ago. Her breath came quicker as she smiled fiercely. Her heart pumped adrenaline through her veins, and she once again realized how close they were standing. A few ideas popped into her head about what a wonderful student-teacher bonding session she could be having, and she didn't even feel embarrassed, only more exhilarated as she thought of all the things the powerful stallion sorcerer in front of her could do. With a jolt, Twilight was disconnected from the outflow of power, and whimpered as the wonderful heat left her body, and she felt cold and empty. It felt like all the blood in her body rushed to her cheeks, and her face fired crimson as she recalled all of the things she'd been thinking of doing those last few seconds, and she wanted to hide in a corner of a very, very dark room, preferably with a cold shower in it.

Seemingly heedless of her distress, Knight stepped away and said with a smile, "Did you get all that?"

Twilight nodded vigorously, and pushed down the growing urge to ask for another demonstration, just to be sure she understood everything. Totally scientific in its purpose.

"Great!" he smiled at her warmly, and suddenly she didn't feel so bad for succeeding, "think you're ready to give it a shot?"

"Oh yeah I am! Just watch, I'll have this down in no time, and then we can move to the more complicated subjects of your Old Magic. Like what it is for a start."

He laughed and said, "Okay, if you blow me out of the water with your first try, you'll get one hour to ask all of the questions you want."

Twilight clapped her hands excitedly and stepped up to his chest again, not even hesitating as she lay her hand softly on his horn. She'd never done this before, and found the texture quite pleasant. The lang black horn was smooth with rough swirls running down its length to the base. She copied as he had done, forcing magic into her horn, but without a spell in mind it felt like she was holding on to an orb of water, no, it felt like she had to imagine holding on to an orb of water, and not spill a single drop. It took her three tries and ten minutes, but she slowly drifted the energy from her horn to her hand. She jumped as she felt the connection establish, and grinned as the warm feeling flowed into her body again, this time flowing up to her hand rather than out from it. Every atom of her being felt like it was vibrating, a sensation similar to when her leg would fall asleep, but alot softer, less painful.

Thoughts returned to her mind, unbidden. The radiating heat of the magic was incredibly strong, and its restless energy battered at her internal resistance. She could see it affecting Knight too. At first, he had stI'll worn a patient smile, now though, his jaw and hands had clenched, and his face strained with a look of intense concentration. Part of her, the magically intoxicated part, wanted him to give in. It found it unfair that he always wore a mask of such calm dignity, her natural scientific curiosity wondered what he would be if he let the mask slip. How would he act? Hopefully he would act exactly like her hyperactive mind wanted him to.

Twilight noticed that, though the transfer had been going on only a few seconds, her heartbeat had elevated, ND she felt light-headed. From her perspective she hardly found it surprising seeing as how she felt so incredible! The soft buzz of power energized and refreshed her far more than the best spa treatment she'd ever had, surely her body was just naturally reacting to such incredible sensations in an appropriate manner.

"Twilight..." Knight croaked through gritted teeth, "Stop... now..."

He's just saying that because he's losing! She thought, and gave him a cocky smile. Hadn't he wanted her to impress him? No better way to do that than to exceed his expectations, and then mabye she could really show him a thing or two.

A small part of her mind whispered that this wasn't her, this was wrong. She ignored it with a fierce growl, unwilling to cease until she beat her teacher at his own game, and with a concentrated effort, she shoved more of her maginc into the connection, sending jolts and sparks of pure magic into the air around them. Her vision street to darken at the edges, but she didn't mind, her thoughts felt clear, clearer than they had in a long time, and she didn't need to see anything than Knight's starfield skin in front of her anyway. She'd never realized how muscular the stallion was, his brown shirt had hidden it before, but Rarity's black and purple outfit was much tighter fitting.

He's the most handsome stallion I've ever seen, she thought as the world faded from her sight.

Aaaaaand, she's out, Kaiscillius thought as his adversary flopped unconcious to the floor. He abandoned his look of struggle in favor of a satisfied smirk. Then, carefully looking left and right, he jumped into the air with a whoop, allowing himself a moment of childish celebration. His plan had been successful so far, but now he could really have some fun.

With a pop and a hiss, Kaiscillius released the transformation spell he had cast almost two weeks earlier, and his body exploded outward in a maelstrom of flesh and metal. His titanic form expanded to its natural size, nearly filling the massive castle entrance hall completely, the star-filled plates that covered his body ground and scraped against the walls and ceiling with a loud screech. His six eyes opened, and he rumbled in a satisfied manner, shaking the surrounding building and foliage, and stretched all of his unused muscles. He spared a glance for the unconcious unicorn with one of his lesser heads, and discovered a bit of Void in her. She had used too much magic, and would go into overdraw soon if he did not intervene. The head's eyes inverted in color, becoming black stars in a white sky, as he empowered her with merely a squick of magic to keep her alive, and carefully wove a sleeping aura around her to make sure she stayed unconcious.

Now little Alicorn, he thought with a deafening chuckle, you will enter my world.

Author's Note

So here we are. I apologize for the extreme lateness of this chapter as I meant to finish it two weeks ago, but then I got sick, and then had to leave the country and couldn't write a single word. Needless to say it was incredibly frustrating. However, I'm back now, so hooray! As a side note, this chapter and the next will be narrower in scope than the later ones I have planned, so I ask you to endure that until some real fun starts. I was going to make them both one chapter, but then it would have taken another week or two and been over 17,000 words, so I think this'll do for now. I'm also taking Rocko's suggestion and adding a break between perspective shifts, I hope it helps somewhat.

Anyhow, Kaiscillius now has in his clutches a princess who's mind holds more knowledge than most libraries, and who knows more about the inner workings of nations than should ever be allowed to fall into the wrong hands. She has faced darkness before, but can she stand strong against it this time, or will she fall into shadow? Find out, next time.