The Winds Of Change, Season 1: Friends and Enemys, New and Old.

by Rojack79

Rating: mature
Tags: Original Character, Tragedy, Slice of Life, Sex, Main 6, Gore, Alternate Universe, Sad, Romance
Length: 23974

Shooting Star is a Changeling. He just wants to put his past behind him and live his life. For the most part he has succeeded. He now lives with his adoptive family in ponyville. One day he meets a mare from his past that he did not expect to see.

Shooting Star is a small Unicorn with a big secret. He lives his life in a state of blissful, willful ignorance. To other's he is a sub par unicorn that can't even cast the most basic of spells. They would be correct in believing that.. if the truth wasn't so much worse. Shooting Star is a Changeling.

The last of his hive. He spent the first few year's of his life on the run constantly looking over his shoulder, watching, waiting for his enemies to pounce from the shadows. But they never did. It seemed that he was like a ghost upon the winds. Soon he began to settle down and look for a new life. Evidently, it found him.

Ruby Rose and Sky Diver, an exploration/adventuring couple soon found the young kid while he was down on his luck. They saw his plight and look him in. The newly minted rag tag family then set off on many great adventures. This is not one of them.

No, this story takes's place a decade after their life of excitement and thrills. Now Ruby and Sky have settled down, moving from Canterlot to Cloudsdale until they finally settled on Ponyville. It was a quaint and down to earth little town. The perfect spot to live out the rest of their live's. Shooting Star has managed to even make a nice little life for himself here. That is until he met six mare's that saved the world.

Published 2017-08-25 00:10:06 UTC
Last updated 2017-10-20 03:21:41 UTC

Chapter 1: Friendship Is Magic, Part 1.

Author's Note

It is nice to know that I still have it within myself to get something written down. First off I wanted to apologize to those who wanted a new chapter of The 7th Element. It has not been my intention of letting Season 2 die as some have speculated. Life has been hitting me pretty hard these past few month's and for the past year, I've been struggling with writer's block. Now I'm trying to back into the swing of things.

And so I bring you this, The Winds Of Change. I know that the title has been used more time's on this site than I can count but I really couldn't think of a better name for a changeling centered story. Now for those of you who don't know this is what my story was originally going to be about. The 7th Element, however, took on a life of its own and I ran with it. This is the story of a changeling trying to live his life in Equestria to the fullest and maybe even find love along the way.

P.S. I will be working Season 2 of the 7th element in my spare time while I get this story up on its feet.

Chapter 1: Friendship Is Magic, Part 1.

6, 21, 1000, C.E.
Ponyville, Equestria.
5:42 A.M.

Star galloped through out the streets of ponyville, the fear was palpable even without his sixth sense to help him discern the emotion itself.

"Who was that?" He asked himself. Soon other voice's began to mingle with his own.

"Nightmare Moon?"

"What's going on?"

"Why is it still dark outside?"

"I have to stop this!" That thought stopped Star in his track's. He pulled off to the side of a building in so as to not get trampled by the surge of ponies and searched around the frantic crowd trying to pinpoint the source of the rogue thought. His vision settled on a purple unicorn mare who was running towards the outskirts of town.

"Just what are you up to?" He thought as he broke away from the building and followed her. As he continued to follow the strange mare he soon felt the presence of others. He cast his head back and was surprised to see five other mares trailing behind him. Soon a cyan pegasus, who was leading the small group, swooped ahead to where Star was.

"So what's your story?" She asked as she flew along side him. He just gave her a small nod.

"I heard her,-He said motioning towards Twilight with his muzzle,- talking about some way of fixing this." He said gazing toward's the unnatural night sky. Rainbow just sighed.

"Yeah thought she knew something about all of this." Rainbow thought to herself. She gave Star a nod.

"Just keep up with us ok?" Star nodded. The group slowed down when they saw Twilight enter the library.

"How did the summer sun celebration go from awesome to sour?" Star thought as he trotted up to the door and pushed it open.

6, 20, 1000, C.E.

Ponyville, Equestria.

7:16 A.M.

Ponyville was in a frenzy today. Everywhere Star looked there was a pony or two running about trying to get one thing or another done for the Summer Sun Celebration.

"Can't believe it's just around the corner." He thought as he made his way over to Sugar Cube Corner. He gazed up at the sky.

"Rainbow need's to get on with the Cloudbusting." He smirked as he thought about it. "Of course she is the fastest mare in Equestria so I can see why she's so lax." He mumbled to himself.

"Ok, let's see what on the list?" He asked himself as he pulled out a small note from his saddle bags. Soon a small list of part's was floating in the emerald green glow of his magical aura. He chuckled to himself.

"Wow, uncle. At this rate, I could have just gone to the junkyard and gotten most of these items." He muttered quietly. His gaze lifted up just in time for him to push the door to the confection shop open.

"Ok, back to work after a quick bite for breakfast." He showed his list in his bags as he went to the back of the short line for the cash register. "Hmm, I wonder who all will be at the town hall tonight?" He looked around the store.

"Pinky is definitely going to be there." He said as his eyes fell on the pink pony at the cash register. "Let's see." His eye's scanned around the room for other potential party goers. He soon began to list off all of the pony's he thought would be present.

"Lyra, Derpy, Big Mac, Berry Punch,-" "Hello! Welcome to Suger Cube Corner!" His train of thought was derailed as he made his way to the front counter and Pinky did what she did best. Get a pony's attention. Star gave pinky a nervous smile as he focused on his order taker.

"The usual Pinky." He said as Pinky's hooves flew across the register's keys. "Oooh, you mean the Uber Barry Sundae, minus the raspberries, strawberries, and chocolate, and extra blueberries and caramel, hold the whipped cream?" She asked at a mile a minute.

For anypony who didn't know Pinky or how she operated this would have surely thrown them for a loop. Fortunately for anypony who's lived in ponyville for a the past few year's, this was second nature to them. The first thing pony's learned about ponyville was Pinky Pie. The second thing they learned was how to understand her.

Star chuckled as he nodded his head. "Yup Pink's that the one." He said, a cheery smile plastered onto his face.

"Here you go!" Pinky said handing him a receipt. Star grabbed the piece of paper and tucked it in between the strap of his goggle's on his head. He then went to a small table next to the door and waited for his food to be done.

"Huh, wonder what Uncle Dexter is up to?" He said as his brain drifted off to thoughts of his family. They were all supposed to meet up at his parent's house and head on over to the town hall later on tonight. In the mean time, Star was working with his uncle to help him get some of his wacky inventions to work. His uncle wanted to show off some of his newest gadget's at the Summer Sun Celebration, hoping that the Princess would take an interest in them.

Star wasn't entirely sure if the Princess would notice his uncle's hard work but he was still determined to help him out any way he could.

"Number 127!" He checked his number, got to his hooves and went over to the pickup counter.

"Here you go!"

"Thank you, Pinky." Star headed over to the door.

"See you later on tonight!" Pinky shouted as the door opened. Star gave her a wave as he trotted outside. "You too." He called just at the door shut.

"Ok got my breakfast, now to find a nice quiet spot to eat."

It took Star a few minute's to locate a nice quiet bench at the park to sit at. With his spot and his food, he began to eat in peace and think about just what he was going to do today.

"After I help out Uncle I have to go down the track and get my daily exercise routine done. Then I can go over to the library and get some new spellbooks to study." As his brain thought of spell's he mentally face-hoofed.

"Almost forgot to recharge today." He thought. He scooched over his saddle bag's and dug around in them. Finally, his hoof stopped as he grasped the object of his desire. He pulled out a small locket with a heart shaped stone in the middle of it. The locket was no bigger than a bit but it held significant importance to Star. As he gave it a soft stare a smile reached his muzzle.

"Hey, there mom, dad." He said as he opened the locket and inside was a picture of two black bodied, hard shelled, pony like creatures. Sitting there in between them was a smaller creature that looked exactly like them.

"Well, not much has happened yet. Today is the start of the Summer Sun Celebration so you know what that mean's." He continued to talk to the Locket. As he did so the heart on the front began to glow a soft shade of blue. If there was anypony around to pay attention to the strange exchange they would have noticed a faint green mist begin to make its way from the locket to Star's opened mouth. He didn't choke as he breathed the mist into his lung's so no pony was the wiser.

"You know I can't wait for the royal guard entrance exams to open up again." Star continued between bites of his food. Just as Star finished up his food he looked around for the clock tower. He spied it peeking out over the tree's of the nearby ever free forest.

"7:37. I better get going or Uncle is going to be in a tiffy." He told the Locket as he closed it, the green mist seeping back into it as he stored it in his bag's. Star got to his hooves and stretched out his limbs and began to long trek back to his Uncle's house.

10:57 A.M.

"Oh wow, that Smart's," Star said as he limped through the streets of ponyville. To say his Uncle experiment was a success was a drastic understatement. His newest invention a "Jetpack" as he called it was supposed to allow any earth pony and unicorn to fly like a pegasus.

"Why would you even need that?" Star grumbled. Dexter had asked Star if he wanted to test it out, stupidly Star said yes. And now here he was lucky to be alive and still in one piece. The thing had sounded like a train going full throttle down the tracks with its break's locking up all the while. On top of the fact that it was damn near impossible to steer the stupid thing in any meaningful direction but up, just made the whole idea about a thousand time's worse.

"Next time he asks me to be a guinea pig," Star grumbled as he trotted the library. His sour mood went into full-blown confusion.

"Why is there a sign on the door?" He went over and read what was on the door.

"Out for lunch. Be back in 20 minute's." He put a hoof to the bridge of his nose. "Ok time for plan B." He said as he trotted off to the local gym. Shooting Star was not an athlete by any stretch of the imagination. He was however very interested in joining the royal guard, so that entailed that he at the very least be physically fit enough to at least pass the Phys. Ed portion of the test.

"48,49,50!" He grunted as he let his body rest, cutting off his magic and laying there on the cool workout mat. As he lay his head on the mat looking off the side he spotted a mirror on the wall. Looking into it back at himself he could see a definitive difference in his physique since he started working out. His back and fore legs were toned. Not ripped but he didn't mind that all that much. His back was sturdy, his barrel was solid. All in all, he felt great about himself. Sure the mare's eye's weren't glued to his flank but he saw the occasional glance in his direction as he passed. Plus he could hear the thought's that followed. They helped keep up his confidence and his visit's to the gym. However as great as the voices were he really wished he could get the attention of one particular mare.

"Her head's always in the cloud's." He thought as he took a quick shower to get the smell of sweat off his amber coat. His jet black mane got into his eye's so he used his magic to straighten it out. He checked himself out in the mirror.

"Not too shabby." He said as his green eye's roamed over his coat to see if there were any out of place hairs. His eye's settled on his cutie mark. A bright yellow star surrounded by a green fireball with a trail behind it. Simple, yet it said so much.

"My ability to push past any limit." He spoke to himself. Changeling's with cutie marks were rare but not unheard of at least not in his old hive. Star had met several other's when he still lived there. He heaved out a sigh as he shook his head.

"No time to dwell on the past." He took his towel, wrapped it around his barrel and trotted out the gym. The cool evening air felt good as he walked out feeling nice refreshed.

"You know I wonder just what Dash is-" "Look out Below!" Time slowed to a crawl. Star looked up to the voice and was surprised and delighted to see that it was in fact none other than Rainbow Dash herself. Then his eye's roamed over to the pony in Dash's flight path.

"Oh no." He said as he made a split second decision. The purple mare was more than a few inches away from Star, In fact, if not for Dash, Star would have bumped right into her. As quick as lightning, Star's horn flared to life. The Purple mare was engulfed in a green aura and moved over a good foot away. As Star's magic cut off, time began to flow normally again. As it did so Star soon saw the fatal flaw in his "heroic" act.

"Crap!" He muttered as all of the force Rainbow was going to impact on the unfortunate mare was now unleashed upon him. The two of them were thrown backwards by the impact. To add insult to now very big injury the two ended up landing in a big puddle of mud. Dash was the first to recover. She got to her hoove's like a champ and looked down at her unintended victim.

"Oop's," She said rubbing the back of her head. "Hehe sorry about that."

Star was at a crossroad's. "This has to be either the best or worst day of my life."

Chapter 2: Friendship Is Magic, Part 2.

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 3: Friendship Is Magic, Part 3.

11:45 A.M.

Hot Shot was not amused. Not. One. Little. Bit. He got up from his chair in a calm and almost calculated matter. His counselor's word's made themselves present within his mind. "Slow, Deep, Breaths." He would say.

Despite the old coots' ramblings, Hot Shot paid him some small amount of attention. After all, he might just be a reserve unit for the Wonderbolts, but that didn't give the right to act up. At least not to an excessive amount. And so with all the strength, he could muster he picked the last few shreds of his dignity off the floor and made his way over to the low life of a unicorn responsible for this whole debacle.

As Hot Shot approached the idiot's table he couldn't help but notice his companion.

"Holy Smoke's she's sexy!!" His brain ground to a halt when he laid eyes on her. He drank in every last detail of her body. Her cyan coat was glowing from the sun light pouring through the glass window. Her mane was one of the vibrant hues of every color of the rainbow. Her body was toned and in peak physical condition.

"Just what is this- He stopped groping Rainbow with his eyes and looked at the Stallion in front of him,- loser doing with her?" He snarled at Star who scooched back a tad at the display. With his eye's firmly locked on the one responsible for all of this, Hot Shot stood where he was and cleared his throat. Everypony in the store was giving him their undivided attention. "Good. They at least know who's in charge of this situation." He thought as a smug grin spread across his face.

"Now good Sir." He began setting his gaze back to the Unicorn in front of him. "I do hope that you have a good explanation for the current state my friends and me?" Hot shot said as he wrapped a hoof around the stallion's shoulder's and all but dragged him over to his table. Star was not all too pleased with the Stallion's rough treatment but he didn't try to stop him from dragging him over to his friend's.

"Ah, yes I would like to apologize for my exuberant outburst a little while ago." He said rubbing his head in embarrassment, laughing nervously. Rainbow got from her chair and stood next to the table. Star could feel her emotion's. She didn't trust these guys. Sure they wore the Wonderbolt Uniform but she got the feeling that they were just wrong. Star looked her way and she threw him a nod. He returned it.

"These guys don't sit well with Dash. Better watch my step." Hot Shot took notice of Dash getting from her seat, but after that, his attention was back to Star. He sat down and just as he was about to start talking Pinkie showed up with a stack of towel's balanced on her back.

"Don't you worry one little bit Star. I'll have this cleaned up before you can say Triple Banan Split with Fudge and Peanut's!" She said in that excited tone of her's. In the blink of an eye, and a flurry of motion Pinkie had cleaned up the entire mess, the ponies included. Hot Shot and his group just sat there.

"What. Just. Happened?" He said looking dumbfounded. Star and Rainbow just laughed.

"That's good old Pinkie Pie for you." Rainbow piped up. She was still cautious around these guy's and Star could feel it. "These guys don't like me very much. Understandable." So he did what his gut told him to do he ran with it. Throwing on a smile, he rose from his seat and made it a point to look at the clock on the wall. He gave Dash a nod.

"Well, guys as fun as it's been I really must be going." He said as stretched out his back. Hot Shot was just about to leap from his chair. "Now hold on here-" He was silenced as Star threw up a hoof.

"Don't worry. I'll pay for the drinks and your meal's as well. Wouldn't want you to think poorly of or quaint little town here." He said as he fished through his saddle bags.

"Ah ha here we go." He said as he found what he was looking for. He turned around and walked to the front counter.

"Hey, Pinky will this be enough to cover the damage's?" He asked tossing her the Bit Bag. She caught it mid flight and weighed it in her hoove's.

"Yup! This 'll be just fine." She said as she tucked the bag away in her mane and continued to take a pony's order. Star just chuckled. Then he looked over to Hot Shot and co.

"See you guys later!" Just as he was about to open the door for Rainbow he was pulled over to the counter by Pinkie Pie.

"Psst. Here you go!" She said a loud whisper that every pony could hear. Star and Dash chuckled. They both took an envelope from Pinkie and exited the shop. Hot Shot just stood there.

"The hell just happened?" He muttered to himself. One of the other reservists stood up.

"Hey, Hot Shot you ok there?" He asked. Hot Shot turned around and gave him a nod.

"Yeah. Fine." He said as he looked over to the door.

"Just who was that Mare?"

12:00 P.M.
Twilight Sparkle was tired.

"Oh, Spike please tell me we don't have any other pony's to go and visit." She begged as she dragged her hoove's along the ground. Spike checked the list he was given once more.

"Nope. The last pony was Fluttershy. She has the music all covered so we're good to go." He said as he crawled atop her head and used as a lookout tower. Twilight gave him a slight scowl but it dissolved into a smirk as she saw how happy he looked.

"That's good. At least now we can head back to the library and get in some research before the start of the celebration." She said as her mind began to race. "I only hope we can find a solution." She said as she laid eye's on her temporary home.

"The Golden Oak's Library." Spike read off as they got closer. Twilight's eye's lit up.

"Oh thank you, Princess Celestia!" She said as she shot over to the door, nearly throwing spike off.

Star And Dash continued to trot and talk. Eventually, they both stopped as they heard the Clock-Tower chime 12 time's signaling that is was noon. The two turned and gave each other a small smile.

"It was good seeing you again Star," Dash said as she hovered a foot off the ground. He nodded.

"Likewise Dash. See you later at the Party?" He asked. She smiled. "Sure will. Wouldn't miss it for the world." The two shared a hoof bump and went their separate ways.

6:00 P.M.

Rainbow cleaved through the air as she made her way over the Golden Oak's Library.

"Can't wait to get me some grub." As she touched down she noticed the light's were out.

"Must be here a little early." So she did something she hated to do. She began to wait. Luckily she didn't have to wait long, however. As she sat there thinking of a new trick she heard somepony humming. She looked around and a smile came to her face.

"Hey there Fluttershy !" She said as she trotted up to the buttercream Pegasus. Fluttershy looked around for a bit and as her eye's settled on Dash a smile crept over her muzzle as well.

"Oh hello there Dash. Were you invited to the party too?" She asked. Dash just shrugged. "Psh, Of course. It would.t be a proper 'Welcome To Ponyville' without the most awesome pony in Ponyville!" She said as she flew into the air, hoof pumping as she did so.

"Careful there Dash. Wouldn't want your head to pop from all that ego." Came a voice from behind Fluttershy. Both mare's turned to see that Shooting Star was making his way over to them. Dash lit up.

"Hey, there Shooter." She gave him a smug grin. "Still jealous of my awesomeness?" She struck a pose in mid air. Star just snickered.

"Oh, what ever shall I do for I shall never be as cool as you." He said as he exaggeratedly fell to the ground. The group all shared a laugh. Then Fluttershy went over to help Star off the ground. His face lit up with a grin.

"Flutters!" He said as she embraced him in a hug which he reciprocated. "How have you been?" He asked as they were joined by Rainbow on the ground. The three friend's sat underneath a nearby branch of the Library and talked. Soon they were all caught up. Star beamed.

"I'm really glad for you Flutters." He said grinning. Fluttershy just blushed and looked to the ground, a small smile adorning her face.

"Oh T-t-thank you Star," she said as she raised her head. Soon More and more ponies began to show up for Pinkys surprise party. Eventually, Pinkie herself showed up to get thing's started.

"Alright everyponie as soon as I can get the back door open we can start setting everything up." She said as she went around to the back of the library.

Soon all of the ponies were inside and the party equipment was set up. The only thing left was to go and grab the guest of honor. Pinkie had a special plan in mind for her. Soon she began to giggle. Said giggle then turned into a chuckle. Then it became a laugh. It soon escalated into maniacal glee as she roared to the heavens. Everyponie present backed away from the mare in question.

6:30 P.M. Twilight was having a nightmare. As she tossed and turned her eye's snapped open and her body jolted up.

"Ahhhhh!" She screamed as she clung to her pillow. Her breathing was fast and ragged. Soon she calmed herself down using her old foal sitters advice. She brought a hoof to her chest, breathing in. Then she let the limb drop, breathing out. She did this a few more time's eventually calming down enough to think clearly.

"Uh, I need a glass of water." She said, untangling herself from her blanket. She got to her hooves, stretched and let out a groan of satisfaction as her various part's of her body popped and crunched.

"Ahh." She sighed as she was now more awake. "Ok. Just have to go downstair's and find the kitchen." Twilight's horn lit up, a faint purple aura, not enough to illuminate the whole building but just enough for her her to see her way down to the kitchen on the first floor. As she passed through the archway to said kitchen she swore she heard a soft rustling noise. She spun around on the spot her horn glowing just a bit brighter as to illuminate more of her surroundings.

"Hello?" She called out, panic etched into her voice. She frantically looked around for any sign of intrusion. Finding none she carefully scooted back into the kitchen. Twilight grabbed a spare glass from the cabinet and quickly went to the sink.

"Maybe it's just residual audio effects from the nightmare." She reasoned. "Not as awake as I thought." Finished with her water Twilight set her cup in the sink and made her way to the stairs. Halfway through her library however she stopped.

"psst! Is everything ready?"

"Yeah! We're good to go!"

Twilight froze. Her horn flared to life blazing through out the treehouse.

"Who's ---" Her speech was cut off by a blinding flash of light and then a deafening Boom! filled the Tree, cutting off all hope of hearing just what and who was assaulting her. Twilight cast a shield up out of reflex. Her senses came back to her a little while later and she lowered her shield to survey the damage. As she opened her eyes they were met by over 2 dozen more with smile's to match. All at once they shouted,

"SURPRISE!" This left the mare baffled. "What. The. Hell. Is. Going. On. Here?" Twilight stood stock still taking in just what was happening to her. As her brain finally caught on it was bombarded by a wave of pink. Not realizing she had been charging a spell she fired it off instinctually at the pink pony, quickly noticing her mistake she tried to warn her.

"Look out!" Pinky just hopped right over the purple bolt and let it whizz out the window behind her. Twilight's jaw dropped. Then pinky began to speak.

"TWILIGHT!! Are you Excited!? I know I am!" Pinky continued to stream word's from her mouth like a waterfall let's water flow. Twilight finally having had enough, of everything, just shook her head and went upstair's muttering to herself.

"Is everypony in this town crazy?" She stomped up to her room, slamming the door behind her. Pinky looked to every other pony.

"Do you think she liked it?" She asked. Star shook his head, a soft smirk on his muzzle. "She didn't know what to feel." He whispered to Dash and Fluttershy. "She flew through so many emotion's I couldn't keep up." Then his face solidified into a mask of sadness.

"We should probably go up and apologize." He said nodding to Pinky. She gave out a soft sigh and lead the way up the stairs. Everypony else got back to partying the night away. The four pony's all nodded in agreement. Slowly they all ascended the stair case to see if they could comfort the poor mare. As they drew close Star's ear's twitched.

"I hope the Princess was right. I hope it really is just an old mare's tale." Twilight huffed she sat down on her bed, staring at the moon. She was jolted out of her introspection by a knock on her door.

"Hey, Twilight are you ok?" Came a familiar voice. Then it clicked. A small frown crossed her feature's. Against her better judgment telling her to pretend to be asleep she answered.

"Yes, Star. I'm..." She paused. "Fine." She said as she walked over to the door and opened it. She stepped back as she saw he wasn't alone. There stood Pinky, Rainbow, and Fluttershy. She nodded to the group. Star could feel her anger dissipate a little.

"Hello everypony." She said in a somewhat shy voice, looking down at the floor. She gave out a deep breath and looked back to the group. They all had a small smile on their face.

"Hey, it's ok," Rainbow said waving it off. "I remember my first Pinky Pie Party. I sent one pony to the hospital." She said chuckling at the memory. Star's eyes went wide. "Wait? what!?" He said giving her a look of shock. Rainbow shrugged it off.

"Don't worry. After his wing's healed he was good as new," she said grinning at his face. Fluttershy meanwhile was regaling Twilight with her first party, albeit in a soft low voice.

"Oh yes my first party was, um loud to say the least," she said as she looked around. As the group continued to talk a small smile began to spread across Twilight's face. "Is this what the Princess meant by make friend's?"

5:00 A.M.

After several hours of Partying, everyponie went back to their home's for the night. Star, Rainbow, Fluttershy, and Pinky all bid Twilight a farewell and told her they would see her at the town later. That time was now as Twilight's alarm spell blared out its obnoxious fog horn, startling the poor thing right out of her bed. feeling a little groggy after having joined the party last night she stifled a yawn as she got to her hooves. Afterword's she went over to Spike's basket.

"Hey, Spike?" She said giving him a soft rub. "It's time to wake up!" She said in a soothing motherly tone. The little dragon's eye's fluttered open then closed. "Nuh, one more minute mom." He said still fast asleep. Twilight chuckled and continued to rouse the dragon from his slumber. Eventually, she got Spike up, and the two ate a hasty breakfast. Twilight looked at her clock.

"5:14." She muttered to herself. She went and packed a few thing's into her saddle bag's while Spike ate the rest of his food. When he was done Twilight came into the dining room.

"All set?" She asked. He gave her a nod, then stifled a yawn. "ready to go Twilight." He said giving a half hearted salute, no doubt still a little tired from the early hour. Twilight levitated Spike onto her back and the pair set out from the library to town hall.

5:15, Town Hall.

Star looked at his hoofwatch. "Still have a half hour before the Ceremony begin's." He looked around the town hall. He spotted his two old friends right away. Fluttershy was setting up her bird quire. Rainbow had brought in a cloud to lounge around on. He chuckled shaking his head. "Same old Dash."

He smiled as he looked around once more. Pinky was zipping around making sure all the tables were fully stocked with food. "How does she do that 24/7?" He wondered. He looked around and found a nice spot at the back to sit and wait for the rest of Ponyville to show up. With nothing else to do his mind began to wander. "Wonder what mom and dad are up to?" He knew his parent's lived in Ponyville but he hadn't seen them in quite a while. Hence his visit. Now here he was about to celebrate the biggest festival in the history of Equestria and his parents were nowhere to be found.

"Oh well. Better luck next year." He told himself. "Hey Star!" He heard from up above. He smirked looking up.

"Hey, Dash." He said waving to her. She sat there lounging on her cloud. "Care to join me?" She asked pointing to her cloud. Star looked at her then he looked around the Town Hall. Everyponie was too preoccupied with setting up the place. Star gave Rainbow a wink. "Be right back." He slinked off to a nearby bathroom.

Once he checked to make sure he was alone, an emerald glow enveloped his body. When it subsided where once there stood an amber colored unicorn there now stood an amber colored pegasus. His coloration was the same but with everyponie preoccupied he was certain that no one would notice. Checking to make sure the coast was clear he trotted out the bathroom. No pony was the wiser. Soon he trotted over to Dash's cloud lounge and with some effort, he got himself off the ground.

"Want some help?" Came Dash's voice. He snickered as his pride welled up. "Nope. I got this." She looked over the edge of her cloud and smirked. "Sure you do." She said holding a hoof to her muzzle trying to stifle the fit of giggle's threatening to burst to the surface. Star was struggling to get any higher than ten feet.

"How long has it been since you last flew?" Dash asked as she leapt from her cloud and hovered just a few feet above Star. He grimaced as he tried to flap his wings even harder but he soon found it too exhausting and with a sigh of defeat he landed back on the ground.

"Apparently it's been too long." He said as he looked around. Thankfully no pony was watching. As quick as he could he make his way to the bathroom. Soon he came back out now a unicorn once again. Dash was sitting down on the ground this time a bemused look on her face.

"What's so funny?" Star asked, feeling his cheek's burn in embarrassment. Dash just smirked. "You know what this mean's right?" She asked that dumb grin never fading. Star thought about it. Then his eye's went wide.

"Oh no. Not going to happen." He said waving a hoof at her. "I do not need drill sergeant Dash on my ass." He said causing Dash to burst out in laughter.

"Oh yes, you do Mr." She said giving him a smirk. "From the look's of it you need all the help you can get." She said as she brought her cloud back over to them. Then she grabbed Star underneath his forehooves. "Wow!" He exclaimed at the sudden sensation of weightlessness. He looked up to see Dash was taking him up to her lounging cloud. Soon the two of them were on the cloud, Star shifted the flow of his magic to his hooves allowing him to walk on said cloud, nice and comfy sitting there and chatting away. They were joined by Fluttershy a little while later and the three friends were soon lost in their own little world.

5:30 A.M.

Twilight had gotten to town hall a little while ago. Once there she immediately took up her position as Celebration Organizer and began to coordinate the various pony's jobs. It didn't take long before the whole of Town Hall was done and ready for the Princess of the Sun. Twilight wiped some sweat from her brow and went over to a refreshment table to grab a drink. As she grabbed her cup full of punch she caught a pony out of the corner of her eye. Looking over to said pony she saw Pinky Pie waving her over. Twilight shook her head, chuckling as she made her way over to Pinky. However, she noticed that Pinky wasn't alone. Standing with her striking up a conversation was an orange earth pony and an alabaster coated unicorn.

"Well howdy there Y'all!" Applejack said as Twilight made her way over. Twilight nodded and soon Rarity looked over to Twilight as well.

"It's a pleasure to see you again." She said as she shook Twilight's hoof. "Yes, it is," Twilight responded as she felt a sudden pressure on her head. Looking up she noticed that Spike was now wide awake. And that he was making googly eyes at Rarity. She rolled her eye's. "Easy there, Spike. Remember why were here in the first place." She said as she looked around. Her gaze was drawn to Fluttershy's song bird's who began to play their tune just as she had rehearsed. Then Twilight's gaze was drawn to the stage were Mayor Mare was giving an announcement.

"Dear Filly's and Gentle Colts." She said eliciting a round of applause from the whole of town hall. When the applause died down the mayor continued.

"It is my greatest pleasure to inform you that in just a few short moment's this year's Summer Sun Celebration will officially start!" As she said this crowd roared again. Twilight meanwhile starred at the moon. Soon she gasped.

"What happened to the star's?" She muttered to herself. She looked on as one by one all of the star's in the sky began to vanish. Soon not a single star stood in the sky. With a flash, the moon glowed and then the silhouette of the mare that had adorned it since twilight was a little filly had to vanished.

"Oh no!" She gasped. She began to look around frantically. Up above Star had stopped chatting. He looked down sensing that something was amiss. "Hey Star you in there?" Rainbow's voice shook Star out of his trance.

"Huh, What? Oh yeah. I'm just.." He trailed off, once again looking down to the floor below. He pinpointed the emotions to Twilight.

"What's got her so spooked?" He asked out loud.

"What?" Rainbow asked. He gave her a frown. "Something has Twilight half way scared to death down there." He nodded down. Rainbow peaked out over the cloud. "So." She said giving Star a head tilt.

"She's really scared of something. Think we should go help her?" He asked. Rainbow thought about it for a split second.

"Sure why not." She shrugged her shoulder's. Soon Rainbow, Fluttershy, and Star were back on the ground once more. The trio waded through the sea of ponies until they came upon the distraught looking unicorn. Fluttershy was the first to snap Twilight back to reality.

"Um excuse Twilight but is everything ok?" She asked in her soft shy voice. It did the trick and got Twilight to calm down. She looked over to Fluttershy and gave a soft although fake smile.

"Oh um yes. Everything is just fine." She said more to herself than the group. "I can't get them involved." She thought. She thought her mind was safe from prying ears. She would have been correct if she were not in the presence of one particular pony.

"What can't we get involved in Twilight?" Star thought. He wasn't going to push the issue. He knew better than to snoop and pry where he wasn't wanted. But after her intense spike of fear he was having some doubts at to just what this pony was up to. His thought's on the matter came to a halt as a scream rang out amongst the town hall. Every pony ground to a stop and all eyes were focussed on the now empty stage. At least it would have been empty save for the swirling dark cloud of smoke that gradually began to build and build.

"Ahahahahahahaha!!!!" The laughter cut through the silence like a hot knife through butter. Every pony present shivered with fear as a chill made its way down their spines. Soon a howling wind accompanied the evil laughter and the dark cloud began to condense and contract until it formed the shape of a huge pony like creature. In a bright flash of light, a figure stood before the town hall.

"Oh, how lovely it is to finally be free!" She shouted as it took its first steps in over a millennium. A few pony's up front fainted. A few more scrambled back from the stage as the tall imposing figure strode up to the edge.

"Oh, my beloved subject's." She sneered, causing the whole crowd to flinch back. "It has been so long since I have gazed upon you precious little sun loving face's!" She growled as she leapt from the stage into the air, causing the crowd to recoil and scream in fright. Rainbow wore a scowl upon her face for the whole world to see. she did not like this mare and she had no qualms letting her know.

"What have you done with our Princess!?" She shouted as she reared up to kick the ever living daylights out of the shadow mare. She never got the chance however as she tried to rocket off but was held back by a strong force tugging on her tail. She looked back to see her tail enveloped in a green glow.

"What?" She looked down to see Star's horn ablaze with the same emerald light.

"What give's?" She asked as she was yanked down and sat on the floor. Star spit her tail out and nodded his head.

"Take a good look at that mare Rainbow." She did, and her face fell.

"Wow!" she said as she took in the picture of just who she was about to go beat to a bloody pulp.

"She's an alicorn?" She muttered to herself. Then her face visibly paled. "I could have been torn to shred's." She thought. Then her gaze looked over to Star. He wore a scowl like she had earlier but unlike her, he was keeping quiet.

"What do we do?" She asked getting his attention. He gave her a smile. "I don't know." He said. Then he pointed a hoof over to Twilight. "But she doe's." He said.

"Do none of you know who I am?" The Blue Alicorn screamed in rage. "Did none of head the sign's?" She bellowed. Twilight had had enough.

"I do!" she screamed. Instantly all eyes were on her. She continued now more than ever aware of all the looks she was receiving. She shrank back as Nightmare's gaze drifted to her.

"Oh, someponie who remember's me." She laughed in maniacal glee. Twilight took a breath before she continued.

"Your Nightmare Moon," she said growing silent as the eyes left her and wandered over to Nightmare. She screamed in glee.

"So then you must know why I'm here?" She shouted over the crowd. Twilight's courage faltered.

"You--Your--here-tt-to." Twilight stammered. "Go on. Say It!" Nightmare commanded. Twilight felt a hoof on her shoulder. she looked over to see Rarity, Pinky, and Applejack all giving her look's of comfort. With her new found group support, Twilight steeled herself.

"You are here to bring about nighttime eternal." She finally got it out. The whole Town Hall gasped. Nightmare laughed in demented glee.

"Yes! Remember this day you little ponies. For it will be your last!" She said taking t the air. "For now I have returned and with my ascension, the night shall last forever!" She said as thunder ripped through the town hall and lightning lit up the night sky outside.

Chapter 4: The Element's of Harmony, Part 1.

5:45 A.M.

The surge of panic and other negative emotion's was threatening to overwhelm Star as he made a mad dash to a nearby alleyway.

"Come on gotta focus." He said shaking his head to get rid of all the bad thought's surging through it.

"Star!" Came a shout from above him. He looked up to see Rainbow closely followed by Fluttershy descend to the ground. He touched a hoof to his head.

"Ow." He winced starting to feel a headache come on.

"Hey, you ok?" Rainbow asked as Fluttershy looked around in a panic. Star shook his head.

"No. But I will be as soon as we get out of here." He said making his way to the other side of the ally. Rainbow grabbed Fluttershy's hoof and lead out the same way. The trio started to walk out of the alley and Star soon locked onto Twilight's thoughts.

"I have to Stop this!" She was frantically running to the outskirts of town. Star pointed after her.

"Come on. There may be a way to stop this." He said running after Twilight. Soon their little trio was joined by another group of three. They all gave each other knowing look's and continued their sprint Twilight's house.

6:00 A.M.

Twilight threw her door open and ran inside. Spike was secured thank's to her magic and she quickly deposited him upstair's. He had been one the first to faint at the sight of Nightmare, Twilight tucked him into his basket and quickly made her way down stairs. She began to pour over every book she had.

"Come on! Come on! Elements! Elements! E! E! E!" She shouted as she looked in the E section of the library. Then she spotted it.

"Yes!" Said as she picked it up with her magic. "The Elements Of Harmony: A Reference Guide. and began to leaf through it. "And just what are the Element's of Harmony!?" Came a familiar voice. Twilight's head whirled around and her eye's shrunk in a panic.

"What are all of you doing here?" She asked the ragtag group of pony's that had just barged into her, temporary, home. Rainbow glared at her. Star gave her book a look of curiosity. Pinky was bouncing around like nothing was wrong. Rarity and Applejack were off to the side seeing how things played out. And bringing up the very rear of the group was Fluttershy, trying to make herself look as small as possible.

"Answer the Question!" Rainbow barked, still in the air. Twilight took a step back, glancing over to the rest of the group, her eye's pleading for some kind of help. "Rainbow!" Star yelled getting her attention. "What?" She said giving him a look of annoyance.

"It's one thing to want answers. It's another to just barge in and demand them." He said setting her straight with a scowl. The two didn't back down that was until Dash rolled her eye's.

"Fine see what you can get out of her." She said flying over to Fluttershy giving her a comforting hug. Star let out a breath he didn't know he was holding. "That mare can out stare cockatrice." He shuddered. His eyes roamed around the little library, then fell back onto Twilight who was clutching her book for dear life. Star gave a weak smile.

"Sorry about her." He said pointing over to Rainbow. "She can overdo it a little sometime's." He said rubbing the back of his head. He pointed to her book.

"So like Dash said. Just what are the Element's of Harmony?" He said motioning for the other's to gather around. Applejack gave a nod. "Ya sugar cube. You seem to know an awful lot about that there pony we just saw." The other's nodded their agreement. Twilight let out a sigh. "Yes, I do." She said, levitating the book up so the other's could see for themselves.

"What happened tonight all started 1000 year's ago." She said launching into a brief but thorough tail of the event's that transpired when Nightmare Moon was imprisoned in the moon.

6:15 A.M.

"So you see that's why I have to go and find the elements of harmony." She said finally ending her story. The 5 ponies in the room were all staring at Twilight with wide eyes. "So let me get this straight," Dash said lifting into the air once more.

"These elements of harmony are the only thing's that can stop this,- She pointed outside to the moon, - from lasting forever?" Twilight nodded. Pinky had stopped her bouncing and was now looking deep in thought. "Ah Ha that's it!" She said bringing all attention to her.

"What's it darling?" Rarity said. "So if we wanna stop queen meeny we just have to find these lost treasure's correct?" She said giving Twilight a hopeful smile. The others once against found their gaze upon Twilight. She looked nervous.

"Yes. Why do you ask?" She said. "Please don't do what I think you're going to do." Pinky looked around to the other's and quickly whispered into each of their ear's. Applejack spoke up. "Well Pinky you got a point there but we still don't know where these things are." She said. Pinky just giggled.

"You are correct. We don't." She then bounced over to Twilight. "But she sure does," she said shoving Twilight towards the group. Twilight tried to dig her hooves into the wooden floors but she found her traction to be lacking. She stumbled a little as Pinky stopped her shoving and went to go join the rest of the group.

"What are all of you talking about?" Fluttershy stepped forward. "Well, Twilight from what you've told us the elements are held somewhere within the Everfree Forest." Twilight nodded. "Yes. What's the big deal?" She asked. Star gave out a cough. "Wow I don't even live here and I know what the Everfree Forest is." He thought to himself, looking out a nearby window to the forests beyond. He was brought back to the current situation by a loud stomp.

"Then it's settled." Applejack said in a voice that brokered no room for an argument. "The 5 of us are going go with you to hunt these here elements down." She said a soft smile crept upon her muzzle. Twilight was not thrilled.

"What! Why?" She asked looking a little panicked. Rarity draped a hoof over her shoulder. "Now now darling. You don't think we'd let you go into that dreadful forest all on your own did you?" She said giving Twilight a smile. Twilight looked around. "Are you all sure you want to come along? "She asked. They all nodded. "Ain't now way we're going to let one of our friends go into that crazy forest all on their own." They all gave a yell of agreement. Twilight shook her head.

"Ok fine. Let's get going then." She motioned for them to lead the way. Star hung back and waited for her.

"Hey." He said a smirk on his face. Twilight gave him a nod. "You should know that we didn't mean to come off as rude. We just really love our town. So when some crazy mare come's along threatening to plunge it into total chaos we can get very defensive about it." Twilight just scoffed. "Yeah, I'll say. I really thought Rainbow was gonna tear my head off there for a sec." Star just chuckled. "Yeah, she's like that some times. Act's without thinking everything through." His gaze followed Rainbow as he and Twilight walked with the others.

"But she means well even if she could do a better job of thinking before acting." He smiled. "I wouldn't want to have her as an enemy that's for sure. Just give her some time. She'll warm up to you." Having said his peace he trotted up to the rest of the group leaving Twilight to her thought's.

6: 30 A.M.

It took the small group a good 15 minute's to reach the outskirts of the forest. They all stopped for a little break.

"Ok girl's let's stop and rest for a sec," Star said as they all sat down on the trail that lead deeper into the dark forest. Rainbow smirked. "Look who's finally taking charge for once." She said slapping Star on the back. He withstood the slap only budging a few millimeters at most. He gave Rainbow a death glare. "Har de har." He muttered. "Not like I got anything better to do." He smirked. The group all chuckled at his dry humor. He looked over at Twilight.

"Hey, Twi that book of your wouldn't happen to have a map would it?" He asked. Twilight rummaged through it. She gave out a sigh.

"No, it doesn't appear so." She said gazing into the forest. Star shook his head. "Well, one can't have their cake and eat it too." Pinky's head shot up.

"Say's who!?" She shrieked causing the group to cover their ear's. Star gave her a soft stair. "Relax Pinky. It's just a figure of speech." He said trying to calm her down. Pinky's face lit up. "Oh. Well, why didn't you say so." She said trotting over to the forest's edge. Twilight gave her book a skim. "There's nothing here about what we'll face in there." She huffed in disappointment and shook her head. "Come on. Princess Celestia gave you this task for a reason." She tore her gaze from the forest and looked at the group. "They all seem so oblivious to the danger's that could be in there." She looked back to the forest. "Why?"She muttered to herself.

"Why what?" Came a voice from right next to her. Twilight jumped a good foot in the air. Whipping her head around she saw that it was just Applejack. Her breathing slowed down.

"Oh, it's just you." She said taking a deep breath. Applejack smiled.

"Sorry 'bout that sugar cube." She said her thick southern accent poking through. Twilight just laughed it off. "No, it's fine. Just a little bit jumpy is all." She said. Once more her gaze wandered over to the forest.

"So has any pony ever gone into it?"

"Huh?" Applejack gave her a stare.

"The forest I mean. Has anypony ever gone in.." She paused. "And come back out?" She hesitated to ask such a grim question right when they were about to embark on their own little trip through the wood but she had to know. Applejack thought about it.

"Well, Twi I ain't going to lie. There 've been several ponies who wondered in there never to be seen again." AJ looked to the ground. "Now that don't mean they aren't alright but if'n they are then they haven't come out on this side 'o the forest." Twilight was silent. Star looked over to Fluttershy. She was calmer now thank's to Dash. He smiled looking at the two pegasi.

"Those two are like sister's." He chuckled to himself. He looked up to the moon.

"Alright everypony." He said getting their attention. "Let's get going. The sooner we get to this castle, the sooner we can stop this Nightmare Moon from destroying our home." He said. It wasn't a rousing speech but the group took it for what it was. One by one they all got up and in a single file entered the Everfree Forest.

??????

"Any pony else know how long we've been walking through here?" Pinky Pie asked. Rainbow sighed. "For the last time Pinky we don't know. we're in here the same as you and none of us has a watch." She said. Pinky just sighed in disappointment. "Not that it would help us anyway." Star chimed in. "What ever do you mean darling?" Rarity asked. "Well, the moon hasn't changed its size at all since we got here." He said pointing up through the trees. They all took a glance at it. Sure enough, the moons position in the sky hadn't moved an inch.

"She wasn't kidding about shrouding the world in darkness," Rainbow said from behind Twilight. They all trecked on oblivious to the force of evil that followed, waiting for the perfect moment to strike.

Chapter 5: The Element's Of Harmony, Part 2.

The Castle Of The Royal Pony Sisters.

????

"Hey, Y'all what's that up ahead?" Applejack called out as the group crossed a rickety old wooden bridge. As the rest of the group joined her on the other side they all gasped at the structure before them.

"Wow," Star said as he studied the intricate entryway that looked like it'd seen better days. The whole group was captivated by the remains of the huge old castle off in the distance. This archway that they all stared at looked like it connected to the rest of the castle via a long corridor to the north.

"What do you think?" Star asked looking to Twilight. She had her book out and was consulting the index. She shook her head.

"There's no mention of a castle." She said skimming through the book just to make sure. Star looked at the castle. Then he had an idea.

"Well, Twi if these elements of harmony are as powerful as that book claims it would make sense to hide them someplace no pony would ever find them." He looked around.

"I mean think about it not many ponies willingly go into the everfree forest. I can't really think of a better place to hide them." He said squinting at as a soft light made itself known in the castle away's off. His eye's lit up.

"Oh no!" He said grabbing every pony's attention.

"Um, what's wrong?" Fluttershy asked looking around for anything that could hurt them. Star sighed.

"It would seem that we have some company." He said pointing to the blue light emanating from one of the top floor windows. The whole group went still.

"N-n-nightmare moon," Fluttershy stuttered trying to hide underneath her mane. Rarity draped a hoof over her shoulder.

"There, there, dear it will be alright." She said trying to calm the pegasus down. "We got through that dreadful forest and all of the obstacles in our way just fine." She said flashing a comforting smile. That smile was short lived.Twilight finally through her book into her bag with a huff.

"Damn it! There's nothing in here about this castle or where the elements are!" She screamed. She fell to her stomach and began to sulk. Star gave the group a soft pout. "There really isn't much we can do here." He sighed. Rainbow saw the emotional cauldron begin to boil over. She did what she did best in these situations.

"Hey come on now!" She shouted getting everypony's attention. With their gazes firmly locked on her, she continued.

"We got this far didn't we?" They all looked at her with and tentatively nodded. Pinky almost shook her head off her shoulder's. Twilight, however, was not so easily swayed.

"But what about now?" She said looking to the castle. "We don't have much time left to stop Nightmare Moon and we don't even know where the elements are." She repeated her earlier statement. Rainbow just scoffed.

"So what! Are we really going to get this far just to be stopped by a spooky old castle?" She raised a hoof over to the still glowing window.

"That right there give's us all the incentive we need to go into these ruin's and find those artifact's your talking about. That glow is obviously Nightmare Moon. So that mean's we're on the right track for finding these elements of harmony. We gotta pony up, go in there and find them before she does. Hell, she might not even know where they are either." She said giving the group a big grin. It was infectious. Soon all of the group was in a brighter mood.

Twilight sighed giving the glowing light one last look. Her gaze then settled upon the ragtag group that had followed her into this mess. A small smile crept onto her muzzle. Nodding her head in agreement.

"Alright, girls let's do this." She said giving Star a sheepish grin noticing her mistake.

"And one stallion." She added. Star just chuckled. "Don't worry. I'm just here to make sure you all get home nice and safe." He said his face the very likeness of a jokester. They all got a laugh out of his goofy antic's. With their spirits lifted and the mood considerably lighter than it was a few moment's ago the group opened the door and made their way into the decrepit castle.

????

After what felt like a full hour of scouring the bottom floor the group decided to make their way to the second floor. They were starting to feel the fatigue kick in. Their little search hadn't gone as smoothly as they'd hoped. They had been on the look out for any kind of trap's after Pinky inadvertently set one off. That set the whole group on edge and made their search even longer.

"I suppose we have no choice but to head all the way to the top," Twilight said leading the group up the stairs. They looked around on the second-floor landing and saw two big double doors flanked on either side by two smaller doors.

"Ok," Twilight said, "Let's split up and search this floor." Applejack, Rarity, and Rainbow Dash went over to the small door on the left opened it and looked about. Applejack hung back.

"Let's all meet back here in about 15 minute's. See what we've all found." She said. The group nodded. With them gone the last four pony's all looked at the two remaining doors. "I call the big door!" Pinky shouted before running off and opening the double doors at the foot of the stair case leading down to the first floor.

"Pinky wait up!" Twilight shouted running after the hyperactive ball of energy. Star chuckled despite the grim nature of their mission.

"How can she be so cheery and carefree at a time like this?" He asked thin air. With Twilight and Pinky going down the middle past that left Star and Fluttershy to search the west wing of the castle. Star looked over to Fluttershy and saw that she was smiling a little bit at Pinky's antics.

"Come on Flutters, let's not keep everypony waiting." He said as he trotted over to the western door way.

"Oh Ok." She said following after him. As the two made their way over to the door Star noticed his locket had begun to glow a soft shade of red. As he stared at it he saw it alternating between deep red, light blue, and then finally turning a shade of purple before beginning the pattern anew. As he stared at it he failed to notice he was spacing out.

"Star?" The soft voice broke him from his stupor. "Huh, what?" He said now on high alert, his head looking this way and that. Fluttershy was giving him a concerned glance one that dissipated a little as he looked at her. "Oh sorry about that." He said giving her a sheepish grin. "What was that?" She asked looking at the locket around Star's neck continue to fluctuate. He just shrugged.

"Honestly I don't know. It's never done that before." He said pondering why his locket suddenly freaked out. Not wanting to slow them down any further Star just shrugged.

"It's fine Flutter's I'll figure it out later. Right now let's go and see what's behind door number three." He said flashing her a smile. One that she returned with a nod of her head.

"Yeah, you're right." She said, the two continuing their trot to the third door. Star opened it with his magic and trotted in first, his horn alight casting the dark corridor in a bright green glow.

"Normally I would say lady's first but I'll make an exception this time." He smiled to Fluttershy. She gave a soft laugh and followed him into the hallway.

Group A.

Applejack lead the trio up the stairs flight by flight.

"How high is this tower?" Dash said clearly annoyed. "I could've flown up there and back by now," Rarity rolled her eye's.

"Rainbow dear just be patient. We'll be up there in no time at all." She said trying to reassure the cooped up pegasus. Rainbow huffed and continued to hover up the tower. A little while later the trio came across a door inlaid into the side of the tower wall. "Finally!" Rainbow shouted moving to open the door. Her hoof, however, was stopped by Applejack.

"Careful there now Rainbow. We don't know just what could be in there." She said giving Rainbow a serious look. Rainbow nodded and gently opened the door, just in case. With a loud, long, drawn out creaking noise, that told just how old this castle was, the door opened revealing the room to the group. As the trio stepped into the room a soft blue glow illuminated there surrounding's. AJ and Dash looked over to Rarity. She gave them a soft smile.

"Just a little light to guide the way." She said as they scanned the room for anything even remotely useful. The room was sparse at best. A small desk in the corner next to a queen sized bed. On the wall opposite that was a cabinet that looked like it once held clothing of some kind.

"Oh, dear this place looks like it's seen better days I would say." Rarity said as she blew a thick layer of dust off the abandoned desk.

"I'll say," AJ said looking around the bed for any clue's. Rainbow trotted around, she didn't want to flap her wings and end up sending everypony into a coughing fit and studied the rest of the room. It was pretty big. And that puzzled her.

"Who would have this big of a room in a tower and have so little in it?" She asked out loud. The other's looked up from their search. They scanned the room again.

"Let's see. The room is sparsely furnished." Rarity said as she scanned the room with a critical eye. "But said furnishings are immaculate. So that rule's out anypony working at the castle." She looked at the wall's which were decorated in a motif befitting the open night sky complete with a stylized moon in one corner.

"The only two conclusions left are royalty or delegate's from a foreign nation." She thought. She looked around for any other clues as to the room's owner. Her eye's scanned over the miscellaneous objects within the room. Her eye's settled upon an old picture sitting on the desk. She trotted over to it, lifting it up in her magic.

"Curious." She stated, looking the picture over. The frame was old and splintered, the old photo was worn and faded making those it was meant to immortalize lost to history.

"Such a shame." She flipped the frame over. "What's this." She said taking a closer look at the back. "What's what!?" Dash asked rushing over to glance at what Rarity had found. AJ To stopped what she was doing to get a closer look at what had Rarity's attention.

"Girl's we may have just found our first clue about where these elements could be." She said the smile on her face glowing with so much enthusiasm it would make Pinky Pie proud.

Group B.

Twilight and Pinky trotted down the corridor to their destination, the abandoned throne room. Pinky bounced about while Twilight just walked. They would glance around looking at the tattered remnants of the banner's adorning the walls but the silence was starting to grate on Twilight's nerves. Luckily it was broken by Pinky.

"Ahh Choo!" The sneeze she let out was strong enough to propel her back a few feet. This caused Twilight to stop.

"What was that?" she asked, looking genuinely perplexed at her pink companion. Pinky just chuckled.

"Oh, that was just somepony thinking about me." She stated as if it was the most logical thing in the world. Twilight gave her a look of confusion.

"Wha--wh--how---What?" She finally stuttered out as her brain finished rebooting after it had crashed due to an illogical overload. Pinky caught up with Twilight giggling the whole way.

"Oh don't worry about it silly filly. We have more important priorities right now." She said bouncing off down the hall. Twilight shook her head, mostly to clear her thoughts and focus on her current objective. Once again the two set off making it to the big double doors at the end of the grand hallway.

"There it is." Twilight thought as her horn lit up. The door's slid open with a deep rumble as stone slid against stone. With one final push of magic, the doors stood open for all to see the faded grandeur of the throne room.

"Why does this seem so familiar?" Twilight mused as she looked around. "It feel's like I've been here before." Her eye's settled upon the throne, then it all clicked.

"Of course!" She shouted. Pinky let out a scream of her own.

"What course?" She shouted. Twilight gave her a big smile.

"I couldn't put my hoof on it but this whole castle seemed so familiar, almost like I've been here before." She said. Pinky jumped for joy. She hung there for a sec.

"So how do you know this place?" She asked still hanging in the air. Twilight's eye's lit up.

"This castle is just like Celestia's in Canterlot." She looked around. "I'm sure of it. The layout is almost exactly the same." she looked around once more just to get her bearings. Their moment of revelry was shattered by a scream somewhere deep within the castle.

"Oh no! Fluttershy!" Pinky shouted as she crashed to the ground and ran out to the hallway as fast as her hooves could carry her.

"Pinky!" Twilight shouted running after her.

Chapter 6: The Element's of Harmony, Part 3.

Group C.

Shooting Star and Fluttershy made their way down the hallway to the west wing of the castle, the two of them making small talk as they went.

"So how have thing's been for you since high school?" Star asked Fluttershy as the two trotted down the hall, glancing at any door they happened to pass by. So far they hadn't found a single clue as to the whereabouts of the elements. So they decided to do things the old fashioned way. Search every room they came across. So far they had looked through what used to be a broom closet, an old musty bathroom and what looked like an abandoned hospital wing.

"Oh, not much," Fluttershy said as she peered at a plaque next to a door to see a name that was too worn by time to make it out. She shook her head.

"Just taking care of all my animal friend's." She said trying the knob only to find it was stuck. She huffed and the two set off down the hall for the next available door. "You?" She asked glancing over at his face. He gave her a soft chuckle.

"Well, not much myself. I've mostly been going from place to place trying to find where I belong." He said being extremely vague. Fluttershy picked up on this but didn't pry.

"Oh, that sounds like an adventure." She said letting a little excitement escape in her voice. Star just chuckled.

"Yeah, you could say that." He said flashing her a smile. The two of them looked over to yet another door.

"Let's see what's behind door number 3!" Star said as he altered his voice to be that of a dramatic talk show host. Fluttershy giggled at this and went to go check the door. To both pony's surprise, the door swung open with nary a squeak of protest. Star immediately took the lead, his light illuminating the dark corridor that awaited them.

"Well, this just keep's getting better." He muttered to himself. "Nothing like a creepy old set of stairs that more than likely lead to the dungeons." He shook his head. Then he turned to Fluttershy.

"Ok, Fluttershy I'm going to go down there." He said pointing down the stairs. He looked around for anything he could lite on fire. His eyes fell on a torch set into the wall. "Well, that's convenient." Lifting said torch in his magic he lit one end on fire and gave it to Fluttershy.

"Um, wh-wh-what about me?" Fluttershy asked her eyes lit up with fear. Star sighed. He gave her a sad look.

"Fluttershy listen to me." He said grabbing her attention. "I don't know what could be down there." He said pointing a hoof down the stairs. "And I don't want you to get hurt." He said casting a small levitation spell upon the torch. Then his horn flashed once more.

"Here." He said floating the torch over to Fluttershy, where it stopped in front of her still floating. "What's this for?" She asked her voice leveling out. Star gave her a soft smile.

"I cast several spells on that torch. It'll lead you back the way we came and stay lit for a good long while." He said giving her a grin. She returned it back. "But what about you?" She asked looking a little forlorn. Star just laughed.

"Oh don't worry about me. I'll be fine. I just want somepony to let the other's know how far we've gotten exploring this place." He thought about it.

"If my memory is correct the other's should be done searching there area's and they should be regrouping by now." He said giving her a soft smile. Fluttershy gave the torch a glance. Then she looked back over to Star.

"Are you sure you'll be safe on your own?" She asked concern lacing her voice. Star shrugged.

"Honestly I don't know. But I can't just not check down here." He smiled. "Beside's this is possibly the last place we have to check so might as well get a head start." Fluttershy looked past Star and into the darkness below. She gave him a soft smile.

"Ok but you better come back at the first sign of trouble mister." She playfully scolded him. Star laughed and nodded his head.

"Yes, mom!" He said letting out a soft chuckle. He was soon engulfed in a hug as Fluttershy wrapped her hooves around Stars neck.

"Be careful ok!" She said. Star nodded. "Ok. I will. Don't worry." He said reassuring her that he would hightail it back here if there was any trouble. As Star descended the stairs there was only one thought on his mind.

"You know in the movies it's always a bad idea to split up." Meanwhile Fluttershy contemplated not following Star's orders.

"Oh, Please be safe." She said as she trotted down the hall following the enchanted torch, it's green glow now her only companion through the darkness.

Group A.

Rarity fiddled with the latch holding the picture in place. As her magic worked over the picture she explained her finding to her friend's.

"So you see this whole castle has a maze of secret passage's linking the whole thing together." She said she finally got the latch undone.

"Ah ha!" She said slipping the back cover off the picture frame. Rainbow and AJ stood there.

"And y'all know this how?" Aj piped up. Rarity scoffed. "Oh Applejack, please. A castle this old is bound to have a secret passage or two. If we can just find one of the entrance's we could be in luck." She said. Rainbow had remained silent content to let Rarity talk. Meanwhile, her brain was soaking up all of the info and concocting a plan.

"So Rarity how would we find one of these secret passage's?" She asked out of the blue causing the two friends to look at her quizzically. Rarity scrunched up her face in thought.

"Well, darling if my theory is correct the most obvious giveaway of a secret passage is a strange air flow coming from somewhere within the room. Dash gave a salute.

"Say no more. As the captain of the weather patrol if there's air where it doesn't belong then I'll find it." She said as she did something that boggled the other two. Rainbow trotted to the center of the room, closed her eyes and spread out her wing's.

"Um, Dash just what are you doing?" AJ asked looking more than a little lost. She received a sharp "Shh!" from Dash.

"Now what--" "Shh!" Dash repeated cutting the cow pony off. Aj was about to tell Dash off but Rarity stopped her with a hoof.

"Easy darling. Let Dash work her magic." She said. Dash meanwhile was tuneing the world around her out.

"Focus." Her mind was cleared of all distraction. A soft flow began to make itself known to her sense's. As she continued to clear out her brain her body began to adjust to her surrounding's letting her senses extend beyond her body. Soon as she reached an almost trance like state she began to feel the effects of her meditation paying off.

"Now to find the air." She shifted her focus on extending her magic outwards, searching for anything out of the ordinary.

"Try and find a draft." Her magic washed over everything in the room, the desk, the bed and stopping at the big cabinet.

"That's it!" Her mind realed with excitement. quickly focusing her magic into a finely tuned scalpel she began to probe the cabinet until she found it.

"Gachta!" She shouted grabbing the attention of her friend's. "You found it?" AJ asked. Rainbow spun around a broad grin upon her face.

"You betcha!" She said striding over to the cabinet. She opened the door and all three looked inside.

"So dear you wouldn't happen to know how to open it?" Rarity asked looking between the other two. AJ shrugged while Rainbow beamed.

"Allow me." She said as she reached into the back of the cabinet and felt about. The other two watched in amazement as they heard a small cathuck! With a hisss and a whoosh, the back of the cabinet swung open to reveal a small passage with a set of stairs leading down.

"So where do they lead?" Dash asked as she sat back her work complete. AJ face hoofed and Rarity giggled.

"Oh for heaven's sake," Aj exclaimed giving Rainbow a sour look.

"All that work and we don't even know where it is we're going?" She asked. What ever response Rarity was going to give was cut off by a scream ringing through out the castle.

"Fluttershy!" Dash said racing out the door and down the stairs at breakneck speeds.

"Oh, what now?" AJ said rushing after Dash, Rarity in tow.

Group C.

Against his better judgment Star sent Fluttershy away to the others.

"It's better she doesn't see this." He said. Another wave of pain lanced through his skull as he struggled to stay standing.

"Ngghh!" He let out a gasp as he fought to keep his cool. "Come on keep it together!" He told himself. He cast his light around his surrounding's seeing nothing but more cells.

"What would Nightmare Moon even be doing down here?" He wondered. Another wave overcame him. "So much anger." This wave sent him to the ground and he struggled to get back up. His horn fizzled out and darkness overtook him. He lay there, the depressing atmosphere consuming him.

"So the little knight has met his match!" A harsh voice cut through the darkness like a knife through butter. Star's blood froze.

"Oh no." He struggled to his hooves and frantically looked around. Suddenly a deep blue light pierced through the darkness lancing toward's Star who was too weak to dodge. His shield flared to life causing the blow to ricochet and blast a door off its hinges. Star stood there now fully awake and fearing for his life.

"This was a stupid idea!" His brain screamed at him. "Show yourself!" He screamed out loud before his brain could think it through. He cursed himself for being this determined to see if his hunch was correct.

"Ok so we know she's here. Now, what!?" He looked around and ran through the lower levels of the castle's dungeon trying to find the stairs that lead back to his friend's.

"Come on! Come on! were is it!?" He frantically tried to retrace his hoof step's and soon found what he was looking for.

"Yes!" He cried out as he raced up the stone steps. Soon the claustrophobia was gone and so was Nightmare's presence.

"Thank Celestia!" Came a voice as soon as he ran through the door leading to the hall. He spun around ready for a fight only to see Fluttershy standing off to the side looking a little terrified. Star looked at her and soon his poster went back to one of relaxed focus.

"Fluttershy? What are you still doing here?" He asked. He was soon engulfed in another hug as Fluttershy gave him the full force of her affection, which wasn't much compared to most ponies. Star gave her a soft pat on the head.

"I know you said to go find the other's but I just couldn't leave you there all on your own," she said releasing Star and giving him a soft nuzzle. Star sighed and returned the nuzzle.

"Yeah, i guess you have a point there." He said. "It usually isn't a good idea to split up in situation's like this." He chuckled.

"Well then let's go tell the girl's the good new's." He said. The two set out down the hallway to let the other's know what they had found. As the two walked down the hallway Star couldn't shake the feeling that something was off.

"Fluttershy do you feel that?" He asked. The two stopped and stood still for awhile. Fluttershy gave a soft shutter. She knew what he was referring to.

"Yes. Someponys watching us." She muttered under her breath so only star could hear. Her eye's darted about searching for the predator that undoubtedly wanted to make them its prey. They were shaken from their vigil by the sound of harsh laughter coming from behind them. The two whipped around and saw something that took their breath away. Star and Fluttershy were witnesses to a black swirling cloud of pure darkness and negative emotion.

"Run little ponies." came a soft whisper. The two stood there still in shock.

"RUN!" The voice shouted to the two. They were shaken from their shock and obeyed, fleeing down the hall as evil laughter followed them down the hall.

"Yes! That's it! Run!" Nightmare's voice haunted their every hoof step. The two continued to run blindly down the hall, the only light now was their torch. Star tried to ignite his magic but to no avail. His eye's looked around and he almost screamed out. "No!" His mind realed as shadows began to gather ahead of them. Time slowed as his brain processed what was about to happen. He saw the figure beginning to solidify in front of them and made a choice. With the last bit of magic, he could muster he channeled it into a ball of light.

"Eat this!" He shouted as he shot the green ball of fire toward's the figure. Nightmare wasn't expecting this and so no shield sprang up to her defense. The fire ball collided with the bearly materialized queen of the night and there was a brief flash of light. With the danger temporarily dissipated Star and Fluttershy continued their sprint to the end of the hall unimpeded. The two turned a corner and they saw it.

"Almost there!" Star shouted. "Come on Fluttershy just a little bit- Gurt!" Fluttershy didn't notice her companion's sudden stop, she just kept running for her life. She had to slow down to keep from running into the door. Her hoofs were shaking as she tried to open the door.

"Oh no! Oh no! Oh no! Star!?" She squeaked looking around for her companion. Her eye's bulged as she noticed he wasn't there with her.

"Star!" She shouted out frantically looking around for her friend. She stopped however as she soon heard the sounds of a pony in pain. As the darkness began to lift from the hallway she saw a pony laying there on the floor.

"Star!" She shouted rushing over to his side. Her eye's scanned her surrounding's making sure all of the trace's of the darkness were gone. She soon got to Star's side and knelt down to see just what was wrong. As soon as she knelt down, however, she felt something warm and sticky.

"What?" She questioned. Soon she was joined by the torch. As soon as it's light illuminated her surroundings she let out a scream that reverberated throughout the castle.

Chapter 7: Queen of The Birds!

Group's A and B met up in the main hall both groups nearly running into each other.

"Did ya'll hear Fluttershy to?" AJ asked. Twilight and Pinky both gave a nod and the 5 ponies ran towards the west wing of the castle.

"Oh please let Fluttershy be ok," Pinky whined as the group ran through the castle.

Fluttershy looked upon the body of her best friend as he lay there, his breath's were slow and ragged, a look of pain crossing his face as his eye's, glazed over with agony, starred off into the distance.

"D-d-don't w-w-worry. I-it looks worse than it is." He wheezed out trying to force a smile to his face. Fluttershy forced a smile through her tear's as she gently took stock of Star's wounds. She doubted that. It looked pretty bad. Star was run through by several shards of what appeared to be black glass. Every so often one of them would pulse a deep purple causing Star to shutter.

"Ge these things sure do tickle." He said trying to calm down his nerves. Fluttershy gave him a soft smile as she assessed his condition.

"Let's see." She glared at the dark protrusions stuck in her friend's side. One was lodged in his barrel just below his right lung. "Hence the pain every time he breaths." She scanned the other two shards. "One is stuck in his fetlock. The other is in his flank." She looked at the wound seeing that the bleeding had mostly stopped.

"Luckily for you, these weren't meant to kill." She told Star as she backed away. He just laid there panting.

"Goody goody gum drop's Doc." He chuckled. "You know I think I'll just take a nap real quick." Fluttershy's eye's shot open.

"NO!" She shouted. "Don't go to sleep!" She nudged Star as light as she could muster. "Star! STAR!" She shouted trying to rouse him.

"Oh no!" she said as she frantically scanned the hallway for any sign of help. To her surprise, she heard somepony's voice.

"Fluttershy!" That voice brought so much relief to Fluttershy's heart. "Rainbow Dash!" She shouted getting everypony's attention. Soon the other five were all by Star's side all of them having expressions of horror and shock on their faces.

"Who did this to him?" Dash asked her voice seething with anger. Fluttershy gave her a soft look of concern.

"It was Nightmare Moon." She muttered under her breath. Dash's face morphed from one of anger to one of pale shock. Finally, she huffed in annoyance.

"Darling it's all right." Rarity said laying a hoof on Dash shoulder. Dash calmed down a little more. "You're right Rares'. We're here, He's here still." She pointed to Star who was now fast asleep. AJ kicked at the ground.

"Girl's we got some info that might help us with this here problem." She said drawing every pony's attention back to the current issue.

????

"Hello?" Star called out into the void. He was awash in a sea of white. The vast expanse he found himself in was wide and lonely. "Where am I?" "You are in the dreamscape." Came a voice from behind him. Star whipped around as fast as he could only to stop dead when he saw a tall deep blue Alicorn.

"Nightmare Moon!" He said getting his body settled into a battle stance. He suddenly stopped when he noticed something.

"Hey where'd?" He asked no pony in particular. He heard a soft whimper from Nightmare Moon. Shooting her a glare he quickly did a double take.

"You?" He asked to speechless to talk. Standing just as still as she was when he first spotted her he noticed something different about Nightmare. One was she wasn't as hostile looking as she was before in the waking world. Two was the stream of tear's cascading down her cheeks. His voice was hesitant but it came all the same.

"N-Nightmare?" He asked one eyebrow raised the whole time. She shot him a glare. "I am not that." She paused. "Monster!" She finally said the venom in her voice was palpable. Star shrunk back in fear.

"Ok ok, so you're not." He thought about it. "Her." He finally said a nervous chuckle escaping his lip's before he could stop it. The blue mare paid him no mind. Instead, she chose to continue her earlier statement. "You may call us Luna." She said giving him a look that oozed authority. He quickly bowed down before he could think. "What is happening?" He wandered.

"Rise," Luna commanded. Once more his body reacted before he could. "Now there is not much time." She looked around the dreamscape. "We have temporarily gained some small amount of control over our body and now we have a message that must get to you and your friend's," Luna said. Star gave her a look of confusion. "Why should I trust you?" He asked. Luna sighed. "You are the master of your own fate. If you decide to trust me or not is completely up to you." She said as she sat down. Star gave her a quizzical look. He closed his eye's and allowed the flow of emotions to crash over him. He searched her mind for any kind of deceit and found none. "Here goes nothing."

"Your Highness." He asked grabbing her attention. "Yes, little one?" Star clenched his jaw. "Where can I find the elements?" He asked. Luna gave him a smile. "When you return to the waking world give your friend's this information." She said

"so what are we gonna do about Star?" Dash asked as she and Fluttershy knelt down beside him. Fluttershy gave her a hope filled smile. "I'll see what I can do." She said as she looked around. She spotted what she was looking for in the ceiling of the hall. A small hole. She held her head up high and began to sing a soft note. Her melody soon gave way to a soft form of birdsong. When she was done she sat back down and waited.

"Dear, what was that?" Rarity asked giving Fluttershy an astonished look of praise. Fluttershy didn't answer she just sat there her head inclined to the side, listening. She held up a hoof to which Rarity fell silent. Soon Fluttershy's call was answered as the sound of birdsong filled the cool night air. Soon a whirl of wing's and wind filed through the hole as dozen's of chirping birds flew about settling down on the haggard banners about the hall. Fluttershy smiled at all of her animal friend's.

"Thank all of you for coming here." She addressed to all of them. She gave them all a serious look. "Now could you all help me out here?" She asked the assemblage of feathered compatriots. They all chirped in reply, "Of course my lady!" They all said at once. She nodded and smiled. "Ok here's what I need you to do." She detailed her plan to the bird's while her friend's sat there, most of them sporting dumbfounded looks. Dash meanwhile had a smile that could rival Pinky's.

"That's incredible!" Rarity said as she looked on in wonder. A small gasp caught everypony's attention and stopped Fluttershy mid speech. All eyes were on the stallion that was severely injured. His eye's whisked open and he looked around.

"Girls?" He called out. All at once his vision was swarmed with six figures all trying to see if he was ok. He cleared his throat and that got their attention.

"How are you feeling?' Fluttershy asked the concern creeping into her voice once more. He waved her question off.

"Girl's listen to me. Princess Luna--" "Who?" Twilight interrupted. Star just shook his head. "Not now later." He said as he tried to sit up. "Gerr!" He growled as a burning pain shot up his hind leg and back. He pushed it aside for now.

"Listen!" He spoke up stopping all further questions. "You need to find the Royal Armory." He said. The girl's all gave him a curious look.

"The whosy whasit?" Pinky said looking truly confused. Star sighed. "That's where the elements are stored." He said, clutching his head.
"Oh god's this hurt's." He said as his head began to bob back and forth. "Hey wait!" Rainbow Shouted just as Star collapsed back to the ground.

"Where is that?" Fluttershy said as she cradled Star's head in her hoove's.

"Oh, Darling we might have a clue as to where that is." Rarity said. "Yeah and I can help track it down," Twilight added.

"But wait what about Star?" Rainbow asked as she sat down next to Star, giving him a sad look. Fluttershy gave her a soft smile.

"Oh don't worry about a thing Dash I have a plan," Fluttershy said as she once more began to communicate with her bird friends. She motioned for Dash to step back, which she reluctantly did so, as to allow Fluttershy's bird friends to do their job. All at once the group of birds flew around Star encircling him in a circle of feathers. Soon he was lifted off of the ground as the combined might of the birds hoisted Star's unconscious form into the air.

"Wow!" The group exclaimed. Fluttershy just smiled. "All right now you take Star here to Ponyville General hospital so he can get all nice and better." She instructed them. "Right Away your majesty!" They saluted and set off at a sedated pace out of the castle and out into the night. Fluttershy and Rainbow took one last look at Star's entourage of birds and then both gave out a sigh.

"So where is this armory?" Dash asked Twilight who was still stuck in a trance. "U--um- Let me think." She said as she turned to Rarity. "So you three found a map?" She asked. Rarity nodded.

"Yes darling we have," She said. Soon the two were making a plan to get to the armory. AJ and Pinky were standing off to the side.

"You know when we get back to ponyville we're gonna have to throw one big damn party for everypony here right?" AJ asked Pinky who shook her head in delight. "Yup! I'll throw the most partyingist party to have ever been partyied!" She said steeling her face as Twilight and Rarity rejoined the group.

"Ok girls we have a map and a plan." She gave each of them a hard smile. Rainbow swooped in, a hoof raised in the air "Let's go teach Nightmare Moon what happen's when you mess with our town!" She said bringing her hoof down on the other. "You better make it through this Star." She thought about it. "Yeah, you're too tough to let this stop you!"

"Rainbow you coming?" Twilight asked. Dash was rattled out of her thoughts giving Twilight a sheepish look.

"Yeah Twi. Be right there." She said zooming over to the others. She gave the open sky one last look. "One way or another this night time will end." "I promise you'll wake up to the world full of light." She muttered under her breath as she caught up with her friend's.

Chapter 8: A Bright Sun Shiny Day!

6/21/1000 C.E.

8:25 A.M.

Ponyville General Hospital.

Beep...Beep...Beep...

The soft sound of a heart monitor was the first thing to rouse Star from his pain induced coma.

"Uhhh...where am I?" Star opened his eye's to a room that was blindingly white. "Gah!" He yelled slamming them shut once more. His hearing was coming back a little at a time and he heard what sounded like a muffled gasp of surprise and heard the faint sound of a door opening and slamming shut. All at once his sense's came back to him in a rush along with his memory's of the event's leading up to him passing out.

"Girl's!" He screamed shooting up and scanning the room. Everything was a blur but he felt a pair of hooves on his barrel and heard a muffled voice.

"Shh. shhh. It's ok! We're all here!" It said. He couldn't make out the owner of the voice but he felt assured as the hooves ran themselves up and down forehoof and a soothing motion. The smell in the room was one of pungent sterility.

"I must be in a hospital." His eyes began to adjust to the light of the sun filtering through the window.

"The Sun?" He mumbled. Gazing around he saw a sight that warmed his heart. The room he was in was small but it held several beds enough for four patents. All of them were occupied. One held a very distraught looking Rainbow Dash who had a wing in a cast, another had a very amused looking Pinky Pie with a forehoof wrapped in gauze. She gave him an enthusiastic wave with her other hoof. He smiled and took a peek at the last occupied bed. This one held the sleeping figure of Twilight Sparkle herself, a bandage wrapped around her forehead.

"What happened while I was out?" Star asked causing everypony to jump.

"Well look who decided to rejoin the land of the living?" Came the southern tinged voice of AppleJack herself. All at once Star became the center of attention and he was not liking it. The girls all swarmed him with questions. Finally, he held up a hoof.

"Hold on now." He said getting them to calm down. Giving them all a look that said wait your turn he asked them his own question.

"What happened?" He looked to the window. "It's obvious you girls defeated Nightmare Moon but what happened to all of you?"

"Broken Wing."

"Sprained elbow." They all looked at Twilight.

"Slight concussion." Rarity said. Star winced. "Yike's. Sounds like you girl's put up one hell of a fight." He said as s yawn escaped his mouth. Fluttershy, Rarity, and AJ all laughed.

"Well, it's a good thing that you're awake Star," Fluttershy said as she nuzzled his hoof. He just chuckled and smiled.

"Yeah. I'm just glad you're all ok." He looked at Rainbow, Pinky, and Twilight. "Well mostly ok." He added. Fluttershy chortled.

"We won't keep you all up any longer." she said as she, Rarity, and AJ all turned to leave.

"Ya'll get better real soon Ya hear?" AJ said waving goodbye to everypony. The two that were awake sent them off with a chorus of thank's and we will's. When the door closed Star let out a sigh of relief.

"I'm glad they all at least got out of this unharmed." He said to thin air. "Yeah, you should have seen what we had to go up against," Rainbow said leaning back into her pillow, getting comfortable. Rainbow was about to elaborate but she was interrupted by a small bit of snoring that filtered through out the room. Star and Dash looked over to see that Pinky Pie was fast asleep.

"Wow. You know I don't think I've ever seen Pinky out of energy before." Star said giving her a quizzical look. Rainbow snickered. "Ha! Yeah, this is a first for me too." She looked around the room until her eyes fell on Star. "You know you had us worried there for a bit." her once cheerful face now forlorn. Star scowled, his anger directed at himself.

"Yeah. Sorry about that." He diverted his gaze to the nearby window. Then his mood perked up. "Hey we came out mostly intact so there's that." He smiled trying to brighten up the mood. Dash gave him a deadpan look. "Oh yeah mostly unscathed. We only had one of us get impaled in three different parts of their body. Another suffered a broken wing. Oh, and the last one took a hoof to the head." She smirked. "Yup we got real lucky." She suddenly burst into laughter with Star following soon after. The two shared a small moment with one another.

"Huh, this feels like old time's." His face lost in thought. "Just like back in high school." He added. Dash nodded. "Haven't had a blast like this in forever." She sighed. "Still the next time we go to hang out let's not end the night by taking on some ancient super villain from the past." She smiled a toothy grin. Star returned the smile. "Yeah after this morning I could go for a nice calm night on the town." He said as he stretched out and settled back down underneath his cover's.

"Get well soon Dash." He said before closing his eye's for a good morning's sleep. "You to bug boy." She said before drifting off to sleep. Star smiled at the nick name. "Yup, just like old time's."

7/5/1000 C.E.

8:57 A.M.

A little over two weeks had passed and the small group of three ponies was finally released from the hospital. Star's parents came to see him in that span of time he was stuck there. They said there hello's to Rainbow and the rest of the girl's and asked them to not be strangers. They didn't admit it but they were glad that their son was interacting with others of the opposite sex.

"At least now I can die knowing my son is a stud." Sky joked to his wife as they left the hospital after their third visit.

"Oh hush you!" His wife Ruby said as she playfully slapped him on the flank. Then she smiled. "Still it was good to see little dashy after all this time," she said remembering all the trouble the two of them would get into. Then she laughed.

"What has you so giddy all of a sudden?" Sky asked as they made their way home. Ruby shook her head.

"That poor boy still hasn't told dear sweet dashy how he feel's." She said as she held the door open for her husband. He just shook his head.

"Well, he better get to it before some other stallion set's his sight's on her or he's going to have one hell of a fight on his hooves." He too shook his head. "any stallion that can keep up with that mare is going to try their hardest to get her affection's and that means some of them are going to fight dirty." He didn't relish the thought of his son having to fight for any reason but that just went out the window. "He just fought and nearly died just to help save Equestria. Please, Faust let him be able to woo Dash without an all out war on his hooves."

"So when do you think they'll be out today?" Sky asked his wife trying to drown out the many thought's flooding his brain. Ruby tapped her chin in thought.

"They were just about to get there last check up as we left so I would say it'll still be an hour or two before they get fully released." She said throwing her saddle bags onto a nearby coat rack before she collapsed onto the living room couch. Sky stood there admiring his wife's plump flank before he got a devious grin on his face.

"You know honey all this stress can't be good for us." He snaked his way over to his wife and draped a hoof over her shoulder. She looked up and thanks to the sultry look in his eyes knew what he was suggesting.

"Oh?" She said fainting ignorance. "And what would you suggest we do?" She tilted her head still maintaining her facade.

"Well, I can think of few thing's we could do." He dragged his hoof from his wife's shoulder all the way down to her flank and gave her cutie mark a gentle squeeze. Ruby eeped in extasy as endorphins began to flood her system.

"Oh, you!" Ruby growled as her horn glowed, engulfing her husband in her rosy hue. "You know just what buttons to push." She said as they disappeared in a flash.

10:27 A.M.

"Come on slow poke!" Rainbow said as she trotted out the hospital's main entrance with Twilight and Star in tow. Star, unfortunately, had to have a set of crutches braced to his hind legs. These were held in place by a saddle strap that went around his barrel which was wrapped in gauze still. He was struggling to get out the door on his own however thanks to the limited movement afforded to him by the contraption strapped to his body.

"Grr! One...Sec...Dash." He grunted as he hobbled along at practically a snail's pace.

"Come on!" She snickered. "So what you have a few more holes in you. You should be fine." smirked as Star looked ready to laugh himself to the ground.

"You know if I didn't have this stupid thing strapped to me right now." He muttered to himself. "What was that?" Dash asked looking bored. "Oh, nothing!" He said as he managed to hobble out the doors.

"Finally!" He said as he rested his weight on his crutches while he caught his breath. Twilight trotted over to him.

"Star are you ok?" She asked eyeing the set up he was trapped in. "No, I'm not." He said flatly. "I don't know what the doctor was thinking to give me this stupid thing." He huffed. "My X-rays came back just fine." He said as he fiddled with the straps on his own personal torture device. He gave after he failed to grip a strap in his teeth.

"Gerr! you know what screw this!" He shouted as his horn lit up. With a grunt and flash Stars, crutches were off of his body and heaped into a pile where he once stood.

"Whoo! Much better." He said as he stretched out his back, leg's, and neck. A symphony of crackles met the ears of all three ponies causing Twilight to wince and Dash to smirk.

"You good to go there champ?" Dash asked. "You bet'a Dash," Star said giving his hind leg a tentative test as he set it down on the ground. There was a burning pins and needle's sensation for awhile as the blood began to flow back into his limb.

"You sure you're good Star?" Twilight asked as she came up to his left to help steady him. He just snickered.

"Well, I'm not screaming in pain right now so that's a start." He laughed at his own dark humor and began to trot down the road.

11:07

The three friend's found themselves heading to the one place that could lift any ponies spirits.

"Hello, Pinky!" Twilight waved as she entered, the door being held open by a green aura.

"Lady's first!" Star said as he bowed low causing Rainbow to snicker as she shook her head and entered the establishment behind Twilight. Star trotted in after them and the three took a booth in the back, away from prying eyes and deft ears.

"So Star what are your plans for the next few day's?" Dash asked catching him off guard. "Um?" Star said thinking about what it was he wanted to do. He shrugged his shoulder's.

"Eh, not much in the name of plans. Probably just going to take it easy. Lay back." He said stifling a yawn. Dash smirked.

"So you don't want to do anything too strenuous is that it?" She said as smirk flashed across her muzzle. Star nodded.

"So would flying be on that list of being too strenuous?" she asked her face calm and cool. Star froze. "What?" "What?" He voiced his thoughts. Rainbow smirked. "Well, i figured since you seem to be healing really fast we might as well start you off with your flying lessons." she gave him a soft smile. Star thought about it. "How can I say no. We haven't seen each other in a little over 5 years. Here's my chance to catch up on all that I missed as well as reconnect with one of my best friends." He rubbed his chin. "What have I got to lose?" He asked himself. He grunted.

"Eh sure, why not." He tried to act all nonchalant which earned a snicker from Dash. "Cool. You know where my house is right?" She asked. He nodded. "Kinda hard to miss it. Big, puffy, cloud mansion on the outskirts of ponyville?" He said pretending to be a new pony in town. "Yeah never seen it before," he said smirking at the last minute. Rainbow busted out laughing.

"Has anypony ever told you you're a real smart-ass?" She jabbed him in the arm. He just laughed. "Everyone I've ever been friend's with." He said as Pinky came over. Twilight just sat and watched. "So this is what friendship is. Hanging out, sharing old stories, reminiscing about the past." She thought to herself. A smile crossed her muzzle. "I can get used to this if this is what I have to look forward to..." Her thought died in her head. "Oh right." She sulked. "I have to go back to canterlot tomorrow." She sat there her head beginning to hurt. Star sensed her distress and gave her a look of concern.

"Twilight? You ok? You've been real quiet." Star asked. It took Twilight a while to notice he was addressing her. she shook her head.

"Huh? what? Oh me? Yeah, I'm good." She said chuckling awkwardly. The other two gave her a nod. "Are you sure?' Dash asked. Twilight nodded. "Oh yeah, I'm good. Just going over the last few week's in my head you know." She smiled. Star could feel that she was sad about something but chose not to pry.

"Ok as long as you're sure." He said as Pinky brought their order's over.

11:49 A.M.

"So you're telling me that you and Rainbow met each other in cloudsdale?" Twilight asked as she took a sip of her drink. Star nodded. "Yup me and Dash have been friends for a while now." He said as he took a bite from his sandwich. Just as Dash was about to elaborate the group was interrupted as the door swung open and a member of the royal guard stepped in, instantly gaining everyponies attention. He cleared his throat.

"Is there a miss Twilight Sparkle here?" He looked around, his crimson eye's scanning the store for his quarry. "There she is!" His brain shouted. While on the outside he was calm cool and collected, in his mind he was anything but cool and collected.

"Just calm down. Trot over, tell Twilight about her Brother. Then I have the rest of the day off so I can chat with Dash." He took a deep breath to calm his nerves. "One hoof in front of the other." Putting on a smirk that could melt any mare's heart Hot Shot trotted over to the trio. "Show them who's in charge. Mare's love that!" With a confidence brought on by to much self-admiration the smug stallion strode up to the trio to intent on making an impression on Dash that she wouldn't soon forget.

Chapter 9: The Captain of The Royal Guard.

7/5/1000 C.E.

11:50 A.M.

Hot Shot Trotted over to the trio of friend's as Twilight gave him her undivided attention.

"Yes?" She was curious about just what this stallion wanted her for. "I'm Twilight Sparkle." She beckoned the pegasus over to their table. He gave a nod and sauntered over, His eye's locked forward, only making the smallest adjustments so as to alway's have an eye on Rainbow's sky blue coat. "She is truly gorgeous." His brain was about to overload when he rained it in and focused. He cleared his throat.

"Excuse me miss Sparkle but I am here on behalf of your brother Captain Shining Armor." He said standing as still as a statue. The table was silent for a moment. Star was surprised, to say the least. Twilight was equally so. "Oh is Shining Armor here?" She asked looking less enthused than before. Hot Shot nodded. "Yes, ma'am. He is currently at the town hall working on finding your place of residence." He said his face a stoic as ever. Twilight sighed. "I guess I better go and see how he's doing. Make sure he doesn't tear the town apart looking for me." She muttered to herself. she turned to tell her new found friend's goodbye only to come face to face with Star. "WOW!" She moved back a few paces as Star gave her a look of utter shock.

"Your brother is the Captain Shining Armor!?" He asked sounding positively thrilled. Twilight was confused. "Yes. He is. Why do you seem so happy?" She asked feeling very awkward. Star was beaming. "Can I come along and meet him?" Star asked feeling like a school colt. Rainbow was trying very hard to not burst out laughing at Star's behavior. She mostly succeeded only letting out a few chortles before she composed herself. Star didn't even notice so focused on Twilight's answer, was he. Twilight looked at Star with a small sense of pride.

"Of course you can come." She said giggling at Stars admiration for her brother. "YES!" Star shouted jumping into the air a fist raised high as he hovered there for a little while, a faint buzzing noise was heard. "What is that?" Twilight asked looking around for the source of the noise. Rainbow cleared her throat.

"So when are we going to get together?" She asked bringing Star down to the ground with a yank on his tail. He looked around slightly embarrassed at his antics and took a minute to calm himself down.

"Sorry about that." He said trying to recompose himself. "Um Let's see." He looked over at the clock hanging above the door. "It's 11:59 right now." He did some quick calculations in his head. "30 minutes to get to town hall and talk with Captain Armor. 10 minutes to go home and then another ten to get to golden meadow hill." He gave Dash a smug grin.

"Meet me at golden meadow hill in 1 hour." He said as he trotted over to open the door. The group all trotted out of the restaurant Dash flashing Star a smile as she gave him a mock salute. "Go get em bugboy." She shot off into the open blue sky doing a few loop de loops for good measure. "Why does she call you that?" Twilight asked as the trio set off for the town hall. Star just chuckled.

"I used to have an insect collection back in cloudsdale." Said as he remembered his extensive collection. "I decided to donate it to the Cloudsdale Wheather Institute of Science when I graduated." He trotted along in silence for awhile.

"So I see that you and Dash go way back." Hot Shot asked. Star got a whiff of his emotion's and chief amongst them was jealousy. "What your deal?" Star shook the negativity from his head. "Yup. We both attended Cloudsdale High." A smile graced his face. "We lost touch after she went to the Cloudsdale Wheather Institute and I followed after my parent's and went off on my own." He gave both Twilight and Hot Shot a grin.

"I just got back a few weeks ago and we continued on as if no time had passed at all." He laughed as he rubbed the back of his head. Hot Shot was less than enthused as the new's that they had been friends for so long.

"So has she ever had a boyfriend?" Hot Shot asked out of the blue. He caught both pony's off guard. Star was not amused with the question.

"Honestly I don't think she'd feel all that comfortable with me discussing her love life without her present." He gave Hot Shot a glare that simply said "end of discussion." Twilight might not have been the most social pony but even she could feel the chill in the air as the two males trotted along, neither saying a word.

"So Star." She asked trying to break the awkward silence. Star looked up, "Hum," He said. "So you wanted to come along and talk to my brother. What about exactly?" She asked genuinely curious. He smiled. "Oh yeah, that." He said looking a little nervous. Star smiled as thoughts of helping other's filled his mind. "Well, I've always wanted to join the royal guard." He said huffing in relief having kept that to himself and a few close friends for so long. Twilight looked shocked at first but then her shock turned into understanding.

"Aww, I see." She smiled as a devious thought crept into her mind. "So then what am I just some leverage to you then?" She asked, a grin crossing her face. Star sputtered. "What no!" He shouted as the trio stopped. Twilight broke out into a fit of laughter. Star just stared. "What's so funny?" he asked. Twilight snickered. "So this is what spike feels like whenever he get's me with a joke." she thought about it. "I think I'm going to like having six friends to hang out with from now on." She muttered. Star finally got it and he deadpanned. "Hardy har har." He muttered as he trotted along.

12:14 P.M.

The trio made it to town hall with very little in the way of interruptions. When they got there they were somewhat stunned to see a whole squad of royal guards stationed all along the outskirts of the town hall.

"Wow," Star said looking at all of the guards as they filed past into the town hall proper. "They didn't skimp out on security." He muttered as the trio trotted over to the mayor's office. A quick knock on the door was answered with a muffled, "Come in." from the other side. Hot Shot took his leave and bid the two farewell.

"Great now I can find the captain, get my time off and go meet Rainbow a little bit earlier than that dweeb." He rolled his eye's. "How in the hell could that pencil pusher ever live in cloudsdale?" He wondered. He trotted over to a small fountain were a big burly unicorn stallion was stationed. At once the two slapped their hooves to attention.

"Captain." Hot Shot said.

"Private." He answered.

"Sir!" he bellowed. "Your sister in the mayor's office as requested Sir!" He said before standing at rest. Shinning Chuckle.

"At ease Private." He ordered. Hot Shot immediately relaxed as his poster dropped a little. "Thank you, sir." He said as he sat down. Shining laughed.

"You did good private. As promised you can have the rest of the day off along with the other's." He said waving a hoof at the rest of the squad inside the town hall most of whom were chatting with the local's. Hot Shot smiled then he looked a little worried.

"Oh, Captain Armor?" He asked suddenly looking all around, a slight blush crept up his face. "Yes, Hotshot?" He answered.

"Did those file's I requested come in yet?" He looked very nervous as he spoke. Shinning thought about it. Then a lightbulb went off in his head.

"Ah yes. As a matter of fact, it did." He said as he riffled through a pair of saddle bag's he had sitting next to him.

"So may I ask why one of my privates asked for a file on a civilian?" Shining asked, a hint of mischief in his voice. Hot Shot flushed a deep red as he grabbed the file and looked around.

"Sorry sir but I would rather keep it to myself." He looked anywhere he could but at the captain. Shining burst out laughing.

"Easy there private. Just busting your chop's." He gave Hotshot a smile and punched him in the shoulder. "Trust me we've all been there." He winked. "Just be sure you get her file back to me by the time we leave Ok?" He asked once again adopting his serious demeanor. Hotshot gave a brisk salute and the two parted ways.

"Alright now to get to Golden Meadow Hill." He smirked as he trotted out the door.

12:19 P.M.

"So you want to join the royal guard?" Twilight asked as she and Star sat in the mayor's office, waiting. Star nodded as his mind drifted back to his foalhood.

"Yeah." His mind drifted to the night his parent's died. "I was just a little foal when I found my calling." He said his eyes watering as he recalled the painful memories of the past. He sighed as he focused on the present. "I'm going to make sure that no pony is left behind." He gave off a strong sense of confidence and assurance. Twilight was impressed by his goal's and in a way she envied him.

"That's a very noble goal to have." She laughed. She looked around and saw the clock on the wall read 12:25 P.M.

"Shining should be here any minute." She said shuffling her hoofs in excitement. A little over a minute later the door to the mayor's office swung open the knob coated in a pink hue. And in strode the tallest unicorn Star had ever seen.

"Wow!" He stood stock still as Shining stopped in his tracks, a goofy grin spreading across his muzzle.

"Twily!" He spread his hoove open as Twilight bounded over and gave her brother a big hug.

"Hello Shining!" She said giving her brother a soft nuzzle. The sight warmed Star's heart as the two siblings caught up with one another. Star didn't say a word.

"I'll just let them talk for awhile." Star trotted over to a soft pillow on the floor and sat down. Soon a soft glow caught Star's eye. Looking down to the source he spotted his locket glowing a pale blue. He opened it and smiled.

"Mom, Dad. Thank you for everything." He let the locket go and it dangled off the silver chain he had clasped around his neck.

"So this is the stallion I've been hearing so much about huh?" The voice caught Star off guard and he scanned the room looking for it. He flushed with embarrassment when he realized just who had spoken.

"Oh, um yes Shining Armor," He thought about it. "Sir." He hastily added. He sat up and tried to present himself as a sturdy rock. Shining just stood there his face a mask of professionalism. This mask broke as Shining set his eye's on his sister.

"Twily!" He ran over to his sister and through his hoove around her embracing her in a strong hug. She chuckled as her cheeks lit up from embarrassment.

"Shiny!" Twilight cried, a smirk on her muzzle as she tried to wiggle free from her brothers vice grip. Star just laughed quietly in a corner at the display. His laughter got Shinning Armor's attention, however. He set Twilight down and with a deep voice ordered,

"Attention!!" his sudden shout made Star jump but at the same time his instincts kicked in and he stood stock still, his eye's adopting the thousand yard stare. Shining allowed a grin to cross his muzzle but in a flash, it was gone.

"So some pony's been in R.O.T.C?" He asked. Star's face flushed crimson as he took stock of his surrounding's and then relaxed.

"Oh um yes." He said as he relaxed his legs. Shining saw this as an opportunity to both test Star and poke some fun.

"Did I say at ease?" He commanded. Star stood there looking dumbstruck. "U-u-u-" Star responded as his brain and instincts fought for control of his body. Unable to make up his mind he opted for a short spazm and them flopped to the floor, his forehooves covering his face in shame.

"I'm so sorry Sir." He mumbled as he sat there not knowing what to do. Shining let out a chortle as he trotted over to lend Star a hoof. Star looked up and them over to Twilight who shook her head. Tentatively Star grasped the hoof and was pulled to his hooves by a surprisingly strong grip.

"Well Star I've been in the guard a long time and I have to say I have never seen a reaction like that before." He laughed a little as Star looked away, his face now beet red.

"Um yes well I'll just leave you and Twilight alone so you two can catch up." He shuffled his legs as he headed over to the door.

"Star wait up a sec." He turned to see Shining grinning like a fool. "You know my sister inform's me that you were the one to help them find out how to defeat nightmare moon." Star gave Twilight a glance. She just smiled and nodded to her brother.

"She sends me letters from time to time." He ruffled Twilight's hair. "Hey!" she swatted his hoof away as she fixed her now messy mane.

"It sounds to me like you have the makings of a guard in you. Not just anypony can stand up to an alicorn and get away with it." Star stood there not budging an inch. Shining smirked.

"So how about it?" His horn lit up and a small folder he had with him opened up and out flew a few sheets of paper. He then levitated these over to Star.

"You think you've got what it takes to be a royal guard?" He asked as he set the folder down on the desk. Star just gawked at the papers. He looked from Shining Armor over to Twilight and them back to the papers now clucked in his emerald glow.

"I-I-i-w-w-w-h-h-h-???" He was speechless. Here it was. His duty to his country was at his hoof tips all he had to do was sign these forms and off he went to boot camp for six months to undergo guard training. That is if he could even qualify for the entrance exam.

"Oh man, what am I going to do?" He struggled to weigh the options. Shining could see the gears turning in Star's head.

"Hey don't overdo it ok?" He said lifting a hoof to Stars shoulder. "Take your time and think it over." He smiled. "There'll be plenty of time to decide on the trip to Canterlot." Star's eyebrows rose. "Canterlot? What do you mean?" He asked. Shining just chuckled.

"For the award ceremony." He said as if it was the most basic thing in the world. Star was lost.

"Award ceremony? For what?" Shining laughed. "For you and Twilight and the other five ponies who helped to stop Nightmare Moon from taking over Equestria." He said letting his words sink in. Star's eyes went wide. "What!?" He shouted realizing too late that he had yelled at the captain of the royal guard and his sister. He clamped his hooves over his mouth. Both siblings laughed at Stars unfortunate blunder while he just sat there his face now officially turned red. Shining trotted over to Star and slapped him on the back.

"Don't worry too much. It's just a formality." He then looked over at the papers. "Oh, and those paper's will only get your hoof in the door. Think of them as a letter of recommendation." He smiled. "It'll be up to you to decide if you want to be a guard or not." With those last few words of wisdom Shining trotted over to Twilight as the door shut behind him, leaving Star outside the office thinking about his immediate future.

Chapter 10: A Good Day To Fly.

7/5/1000 C.E.

12:00 P.M.

Hotshot hummed a little tune as he leafed through the file he had on Dash while trotting up the trail to golden meadow hill. "So she's the only known Pegasus to pull off the Sonic Rainboom." He stopped to think about that simple fact alone tingling with euphoria at the mere idea that he could end up dating a legend. "Fascinating!" He trotted over the crest of the hill and his breath caught in his throat.

"Ohhh there she is!" His mind was zooming around at a mile a minute. "Come on Hotshot you can do this. It wouldn't be the first time you've asked out a beautiful mare. And it won't be the last either." With a flick of his mane and a million bit smile he cantered over to were Rainbow was sitting. She hadn't noticed him yet so he quietly made his way over to the bench she was occupying. He was but a few feet away when a loud snap was heard piercing the calm silence. Rainbows ear's swiveled behind her and she lept into the air twisting her body around mid-flight and landing on her hooves coming face to face with the source of the noise.

Dash's eyes settled on Hotshot growing wide with confusion.

"Hey there." She said looking around for any other pony. Not finding one she refocused her attention on Hotshot. "Can I help you?" She raised an eye at his unabashed ogling of her body.

"Ohhellodashhowareyou!?" Hotshot blabbed all at once. Rainbow smirked at his flustered face. "So are you a fan or just some stalker?" She asked giving the new pegasus's body an impromptu analysis. Hotshot recomposed himself trying to get the raging fire on his cheeks to subside but it was a futile effort.

"Come on dude snap out of it! You can do this!" Hotshot took a deep breath, held it, "Ahh much better." He chuckled a little.

"I am so sorry about that Miss Dash." Hotshot ran a hoof through his hair. Dash sat there still studying the weird pony in front of her.

"Well if he turns out to be a creep I can always kick his flank into next week." Dash gave the sky a glance. "The sun is in the sky at an angle of about 80* so it's about 12:30 PM." Her brain logged the time of day in the blink of an eye and then her attention was redirected to her mystery companion. She gave a nod of acknowledgment.

"Don't worry about it. And call me Rainbow. No need for the Miss." She smiled trying to be as friendly to this new face as possible. Hotshot smirked.

"Sorry about that." He said as he looked at her bandaged wing. "So Rainbow." He asked giving her his patented smile. "What bring's a mare like you to a place like this?" He asked trying to lay his charm on softly. Rainbow had to fight the instinct to roll her eye's. "Oh boy one of these guy's."

12:58 P.M.

With a whoosh of magic and a flash of green flame-"GREEN FLAME!!" Star gave a look around his surroundings to see where the shout had come from. Not a soul was in sight. "Hmm. Odd."-Shooting Star the unicorn was now Shooting Star the pegasus. With a leap and a flap, his wings unfurled and he took flight into the big blue sky. "Need to make my way over to Sweet Apple Acres then hang a right." With his course planned out he skimmed the ground as he made his way over to the meeting spot he and dash had picked out an hour before hoof.

"I wonder what I'll be learning today?" His mind drifted to Dash's wing and a frown came over him. "I hope she's going to be ok." He steeled himself for the inevitable drill Sargent Dash would become. If his time with her in the past was any indicator he knew that no matter what she was going to push him to his limits and maybe even a little beyond them. His whole body was tingling with excitement.

"I can't wait!" He flapped his wings a little bit harder in hopes of getting there just a little bit sooner. He finally graced the hill with his site and was happy to see Dash was there and that she wasn't alone. "Those two are inseparable." He said as he slowed himself down in preparation for a soft landing. As he circled the hill the three sets of eye's currently conversing all stopped and gave him a silent inspection. Fluttershy sat under the shade of a nearby tree, a soft smile on her face.

"Oh good, he's here." She said as she got up and trotted over to Dash who to had a smile on her face. The only one not smiling at the newest arrival was Hotshot. "Who is this dude?" Fluttershy glanced in his direction shooting him a soft scowl of disapproval. "Someone is a bit too testy." She sensed a certain hostility in the air. Her eye's glowed a soft red as she scanned the auras of her present and future company. Her eyes went wide when she saw the slight undertone of jealousy in Hotshot's aura and saw that his was connected to Rainbow's with a very thin string of magic. Rainbow's aura not to Fluttershy's surprise was like a blazing sun of rainbow hue. It, however, had a strong tether not only to Fluttershy herself but also to Star who was just about to touch down. She smiled as he landed on all four hooves with a slight grin to his features.

"Yes stuck the landing!" He said fisting the air as he trotted over to the group, his wings folding to his sides. Dash laughed at his exuberance and got up to trot over to Star but she was beaten to the punch by Hotshot who regarded this new pegasus, if Fluttershy's aura sense was correct, with a small degree of hostility because he was in Hotshots mind encroaching on his territory.

"Hey there buddy!" Hotshot flashed a fake smile, his aura lighting up with confidence as he secretly wished this newcomer would just buzz off. Star waved and smiled back. "Why does he hate me so much?" He wondered to himself. He felt the eye's on him and his mind reached out. "Hey there Flutter's!" He called out as he trotted up to the group. Fluttershy smiled.

"Hello Star." The two stallions finally reached one another and just like the first time they met there hoof shake while looking like a nice natured shake of respect was a secret test of strength. "He has a strong grip." Hotshot remarked. Star just smiled as he brushed Hotshots surface thought's and felt the shift of his emotion's. "Well, he wasn't expecting that." The two finally broke out of there silent war and Hotshot stepped aside to let Star pass. Rainbow meanwhile rolled her eye's. "Stallion's." She huffed just loud enough for Fluttershy to hear which sent her into a chortle fit.

"Ok boy's settle down and put away your dick's!" She shouted at the top of her lungs causing the two males to jump and flush at the same time. The two thoroughly embarrassed stallions briskly trotted up the to the two female pegasi and sat down avoiding direct eye contact. Dash snorted.

"Now." She gave Star a bemused smile. "Star thank you for coming." Hotshot scrunched up his face. "What?" His head whipped around and gave the stallion next to him a look of confusion. Seconds later a flash of green flame flew up and then settled down to reveal Shooting Star the Unicorn.

"What? How? When?" Hotshot rambled. Star just smiled and shrugged like he was as normal as could be. Dash shook her head.

"Every time you cast that spell it never gets old to see another pony face when they see it for the first time." She commented. Star just nodded in agreement. Hotshot just sat there glaring daggers at the now familiar face he had come to loathe in such a short amount of time. "He can cast a spell that grants him wings?!" Hotshot was seething right now. He might have been a champ at hiding it but two out of the three pony's present could see his clear and unbridled fury.

"Oh my." Fluttershy could see Hotshots aura shift from a normal yellow hue to one of a deep blood red. He soon got a lid on his anger and the blood red died down to a soft ember of orange shrowded amongst a sea of yellows and pinks. Dash could feel the tense atmosphere and decided the now was the time to take action.

"So!" She shouted clapping her hooves together getting everyponys attention. "Do you two want to start this or are you both going to continue ogling me?" Her joke got the correct response from all three of her companions. Fluttershy hid a soft grin upon her face as the two males began to stutter and bluster. Rainbow's laughter cut through the awkward moment like a hot knife through butter.

"Relax will you guys? We're just here to get in some flight practice." She smirked at the two. "No need to make it a competition. That would entail that I am apart of this little endeavor of ours.." Star just shook his head smiling while Hotshot just looked around still feeling nervous. Rainbow suddenly stood just a little bit straiter.

"Now let's get down to business. You two are here to learn how to fly, correct?" She asked her voice ringing with authority. Hotshot was about to race a hoof but Star spoke up first.

"Yes Ma'am!" He shouted in compliance. Dash smirked. "Good. Now we'll start you both off with some wing ups." She trotted over to them with a stopwatch in hoof. "Alright, when I say go you both are going to drop down and keep on going until I get tired." They both gave off a nervous glance at this but said nothing. "Well today is going to end with me puking my guts out." Star thought. Hotshot meanwhile internally groaned. "Great. I'm on leave and this is what I get?"

Ponyville Clocktower.
5:47 P.M.

Star limped home with a satisfied smile upon his muzzle. "Dang Dash sure can dish it out." He thought back to his intense workout. "Four hours of practice." His whole body shook as he fought down the urge to collapse and vomit all at once.

Once he had collected his stomach he continued to trot home. His grin returned. "Still it was worth it." In the end, he was only able to make it 5 feet into the air but that was better than at the town hall. "Plus I got to hang out with two of my best friends and I even got to make a new acquaintance."

Then he thought about it. "Although I don't think I'll be spending much time with Hotshot. He doesn't seem to like me all that much and I can't fathom why." He knew that he could just pick up his thoughts but he vowed to never use his mental magic to invade another's privacy. Finally, Star made it home.

"Hello dear!" His mother called own from the first loft. Star smiled as he trudged up the first flight of stairs.

"Hey, mom." He made his way over to a small one pony coach and promptly fell onto it in a heap of fur and sweat.

"That good huh?" His father strode in from above. Star raised a hoof in acknowledgment. Both parents laughed.

"So does this mean you found a girl son?" His dad pressed on. Star glared at him and huffed. "No, dad. I was out training with Rainbow and Flutters." His dad's grin intensified. "Oh, so it was a girl. A couple of girls in fact." Star buried his face in a pillow but it did little to hide his flustered state as his tail lashed about. His mom came to his defense.

"Oh stop teasing the poor dear honey," Ruby said as she came over and cuddled her son who tried to get away but alas his mother's magic was too strong. "You know how he is with his friends. Fluttershy is more like the daughter we never had with how much time she's spent with us over the year's." She thought about it. "Although even I must admit that Dash is a completely different story." Star gulped. "Not you too!" He moaned as he covered his face with his hooves.

"Oh yes, dear. We might not have the best skill's in the romance department but even we can see the way you two light up when you're around one another. If you don't believe us just ask Fluttershy. She'll tell you the same thing." Star froze. "What!?" He squeaked out as he slumped to the ground. Ruby rolled her eye's.

"Oh come on now it's not that bad. In fact, it's probably better that you two started out as friends first. Can't just go out into town and find an elidable mare just like that." she said slapping her hooves together. Star gave her a sour look. "Well you could but it wouldn't be a good idea to go and fall for some random hussy off the street's." She added. Star just gave a snort.

"Oh yeah because all the mares will tremble in excitement when I come to town." He deadpanned. He shook his head. "Well as fun as this day has been I really need to get to bed." He said getting up off the floor and ascending a few more flights of stairs to the top of the clocktower. "Shoot what could Dash see in a pony like me anyway's?" He opened the door to his room, strode over to his bed and fell into it falling asleep as soon as his head hit his pillow, his mind going over the events of the day.

Ponyville Barracks Station 6.

10:00 P.M.

"Light's out!" Came the shout from the CO as she filed through the small building heading to her own bunch in the back. As Hotshot settled in for the night his mind raced with what he had seen.

"That filthy unicorn can cast a spell to give the gift of the pegasus." He snarled. "Only we can fly as fast as the wind. Only we can clear the skies. We are the master's of the air." He pummeled his pillow in rage. "And that low life no good rotten piece of shit thinks he can steal that from us with his little spell!?" He simmered down a few degrees as his brain shut off allowing his mind to slip into a deep sleep. "I'll make him pay for this."