Ancient History.

Solaris and Umbra stood side by side, their mother standing behind them. They had been created as Husband and Wife, given dominion of the day and night respectively, as well as the creatures that dwell during the different aspects of existence. Below them in the valley, ponies raced and played in the sunlight. Several had already used their magic to create living dolls of sticks and stones in the shape of dogs. They’d been dubbed Timberwolves. “This is all yours to rule over, my dearest children.” The Empress said and Umbra smiled down at the creatures running around and playing.

“Can we go play?” Solaris asked and their mother shook her head.

“I am sorry, my dearest son, but you cannot. You see, you command the power of the Sun above our heads. You cause it to rise and fault each and every day. When it falls, it will be your duty, my daughter, to raise the Moon so that the little ponies and other creatures may sleep and dream sweet dreams.” Umbra smiled and nuzzled her mother’s leg. Solaris, however, scowled. He wished to play with the other creatures playing in the valley below. This went on day by day. Every day, Solaris, Umbra and their mother would go to the top of the hill and look down on the ponies and creatures playing in the valley.

The same routine went on for five thousand years. During which time, Solaris slowly grew to appreciate the ponies in the valley. They’d grown splendidly in five thousand years. Some branching off and forming towns and cities elsewhere, but the valley had come to be known as Ponyton. Umbra, of course, grew only slightly jealous that the ponies in Ponyton slept during her nights, when she would make beautiful star formations for them to enjoy and light their nights with her newly brightened moon. Despite their mother leaving them, they were never lonely. They had each other, and the two of them and used their magic to create pets for themselves.

Solaris, being of the fiery persuasion of the sun, had created a Phoenix, a bird born of fire that, once every few years, would have to burst into flame and renew itself. The beauty of fire and renewal, given form. Umbra had created something else, however. Soon, Solaris grew jealous of his sister’s pet. A dog, much like the Timber Wolves, but created of flesh, blood, and fur. Her pet relished the moon, even worshiping it. While his Phoenix was gorgeous and powerful in its own right, the dog Umbra had created had fur the color of freshly fallen snow and eyes as bright and vibrant blue as the sea with the sun shining upon it.

Over the course of another thousand years, Umbra’s pet had grown intelligent. She had given it the ability to learn, and as it did, it developed language and magic of its own, soon creating more creatures like it, all of different shades of fur and different colored eyes. To these new wolves, it gave command over five elements of creation, Earth, Air, Fire, Water, and even Spirit itself. Thinking her wolf had grown impertinent, Solaris punished it. Using his magic, he cast it into space, sealing it way on the dark side of Umbra’s moon and putting a spell on the moon. It would now rotate slowly on its axis, much like the planet they lived on. Once every month, Umbra would be able to see her pet again, when the side of the moon it had been relegated to rotated and faced the planet.

Of course, Umbra had grown angry with him over this. Refusing to speak with him, she’d taken to dwelling among the inhabitants of their kingdom, disguised as a unicorn mare. Under her husband brother’s watchful eyes, she’d fallen in love with a Pegasus stallion. Against her brother’s wishes, as well as her better judgement, she lay with the stallion. Fearing she would grow heavy with child, she went to her brother, who assisted her in casting a spell. She would not bare a child save for her own husband’s. This, however, did not dissuade her from indulging her rebellious side.

Solaris watched, daily, as his sister doned a new disguise and journeyed among other ponies, pegasi, unicorns, and earth ponies alike. This behavior continued for another thousand years, before they both grew lonely in their immortality. They had watched, for thousands of years, their creations and friends grow old and die around them. Wishing to have companionship besides her brother/husband, she decided that now was the time. She would lay with her partner, dispelling the spell they had cast together to prevent her from becoming pregnant.

A mere blink in time to the immortals later, and their first child was born. A dazzling white mare with horn and wings, pink mane and tail waving in an ethereal breeze as her magic created mountains that had not been before, as well as enchanting parts of a long abandoned forest. Casting a spell in unison, the two Royals bound their daughter’s magic so that it would not reach its peak again until she was grown and could better control it. In an effort to do so, they sought out a teacher. Several approached, wishing to become the young Alicorn’s magic instructor, but one stood out to Queen Umbra.

A sickly looking young stallion who had crafted a tall pointed blue hat with bells around it and wore a blue cloak. Starswirl, the stallion’s name was. Donning a disguise as a sickly beggar woman, Umbra approached Starswirl, coughing into her hoof and holding out her wing, begging for just a few bits to get food. Surprising her, as well as King Solaris, instead of giving her bits, Starswirl stopped in his tracks and offered his assistance instead. Bidding her sit by his side, he took off his hat to reveal he was a unicorn. Holding his hat, Umbra watched in amazement as he performed spells that neither of the royals had ever thought of. His spells quickly drew in a crowd, and before long, his hat slowly began filling with bits in bronze, silver and gold.

Once his hat had filled, a kindly mare approached and placed a bucket near him, which ponies swiftly began filling. Smiling to herself, Umbra stood and revealed herself. Starswirl, never missing a beat in his tricks, dispelled his magic, causing the cards he was spinning in a helix around himself to float back into a stacked deck as he flowed into a bow. “Dearest Starswirl, you have proven that you have a knowledge of magic my husband and I are lacking. I hearby grant you the title of Royal Magister. And I ask that you instruct my daughter in the use of magic so that, one day, she may take my husband’s place and raise and lower the sun during the day.” She said and Starswirl stared up at her as his hat, now emptied of bits, floated onto his head. The bits were all placed into saddle bags, which were floated onto his back over the top of his cloak.

Two months later, Starswirl strode out of the newly constructed Castle’s magical wing, a resplendent beard gracing his features. It had been grown by Celestia when she was attempting a spell to grow hair so that Starswirl would have a glorious mane of golden brown hair. He’d had to retreat from the magic wing in order to keep his mane and beard from growing any further. Once he’d dispelled the residual magic, he walked back into the room and looked over at Celestia. She’d been in the epicenter of the spell, causing her coat, mane and tail to grow rapidly. Sighing, he levitated her over and held her still as he used his magic to trim her back to the way she had appeared before her spell. Hearing a throat clear behind him, he set Princess Celestia on her hooves and turned around. Standing there, King Solaris smiled as his daughter raced over to regale him with her magical expertise. Beside him, a heavily pregnant Queen Umbra smiled at them.

“But I don’t want a sister…” Celestia whined several months later while Queen Umbra was in labor with the sister that would soon hold her mother’s magic to move the moon.

“Celestia, don’t you want someone to play with? Another student for your teacher so you can grow and learn together. As well as someone you can protect from mean boys that make fun of her?” Her father asked and she turned her head up, a thoughtful look on her face.

“Yeah, I suppose. But what if mother likes her better? Or what if Master Starswirl pays more attention to her?” King Solaris chuckled.

“Starswirl will pay an equal amount of attention to you both. It is why he was chosen after all.” He said and Celestia nodded as she heard her mother scream. Ducking behind her father’s legs, she peeked out from behind the safety of his strong legs as the noise in the birthing room grew more frantic.

“Your majesty.” Starswirl said as he appeared, a spell having brought him to them.

“Stay with Celestia.” Solaris ordered as he strode into the room. Celestia caught sight of the doctors racing back and forth around the room while a screaming baby drowned out their words. Blinking, she looked up at Starswirl, who just smiled down at her. Minutes stretched into hours, and soon enough Celestia found herself yawning as she and Starswirl curled up on one of the benches outside of the Birthing Room, reading spell books. A moment later, one of the doctors walked out of the room, carrying the baby with him. Starswirl stood up and approached. The doctor, not saying a word, deposited the baby in his arms.

“What am I to do? Where are her parents?” He asked and the doctor shook his head, staring at the floor.

“They asked that she be named Luna.” He said as he turned around and pushed open the door. Inside the room, the nurses were clearing the bedding and removing the equipment. The King and Queen were nowhere to be seen.

“Where’s mommy?” Celestia asked and Starswirl just stared at the room. He didn’t know how to answer her.

Eighteen years later, Celestia and Luna raced through the halls of Everfree Castle, Starswirl hot on their heels. They’d “accidentally” used too much spark powder in a spell that required fire, which caused a massive explosion, singing Starswirl’s beard and hair and frizzing them out, giving him the appearance of a massive, irate, porcupine. Skidding to a stop, teenaged Luna dove through the tapestry concealing one of the trapdoor slides. This particular one lead outside. As soon as she was free of the confines of the slide, Luna spread her wings and took to the air, flying around the Everfree.

She knew Starswirl knew of this trapdoor, but he couldn’t fly, so using it would mean suicide for him, since there was no ledge at the end of it for him to stand on. Unless he teleported, which he usually did to get ahead of them. As she flew over one particular section of the Everfree, she began spiraling towards the ground. It was a clearing with a small pond in the middle of it. Seeing who she was expecting to be in the clearing, a smile broke across her face as she rocketed down, hoping to get the drop on him for once. As per usual, Shadow spun as she reached him, lunged, and pinned her to the forest floor at the edge of the pond.

She shrieked as he nibbled and nipped at her neck, eliciting giggles from her, before he got off and sat down, smirking at her. “It’s a pleasure to see you again My Moon.” He said as she got up and sat across from him. “Your lessons are coming along well I trust?” He asked and she nodded.

“As well as they can. Starswirl doesn’t have the command over the Moon that I do, but he does help me guide it. But your lessons help me control my magic.” She said and he grinned. “Even if I do have to come up with excuses for Starswirl and Celestia to explain away the nips at the base of my wings and on my neck.”

“They help you concentrate, do they not?” He asked and she nodded silently as he approached her. “I’m afraid tonight will have to be our final lesson, My Moon. My father has found a bride for me…” Her ears drooped at the news and he waved her off with a wing. “Fear not. I refuse to be the political puppet for my father’s fear mongering. I will leave the Everfree this night and journey away from here. I would sooner lose you that way than be forced upon another and kept from you.”

“I would prefer that you didn’t have to leave…” She said and he stepped forward and nuzzled behind her ear, nipping lightly and eliciting a shudder from her that tingled all the way to her hooves.

“I know, My Moon. Perhaps we will meet again one day. Now, on to your lesson.” He said as all pretenses of gentility and codling disappeared from his visage.

Ten Years Later.

Luna stood next to her sister, her armor chill to the touch as the snow battered against it. The spear at her side a final gift from her Shadow. Celestia had never once asked about it, her own spear a gift from Starswirl before he’d disappeared fighting the Pony of Shadows. “Are you sure this is the safest course, Sister?” She asked, looking up at her vibrant big sister, resplendent in her golden armor.

“Yes, my dearest Luna. We must not fail. How could we, with the Elements of Harmony?” Celestia asked and Luna looked towards Sombra’s castle of dark crystal.

“And if they should fail?”

“Why would they?”

“Hypothetically speaking…”

“Well, hypothetically speaking… we are prepared, none the less.” She said as she rose her spear under her wing. Luna nodded as they took to the air. Using their magic, they rushed towards the castle as blurs of gold and blue before a wall of it exploded, ushering them inside. As they had planned, upon entering the castle, they utilized the Elements, casting the darkness in the room into the light. Sombra, however, remained where he was.

“Princesses… welcome… You are just in time to meet my newest recruit…” The dark Unicorn said, turning away from the warrior kneeling at his hooves. Luna fought back a gasp as the warrior stood, his eyes vacant of emotion, funneling dark magic that matched Sombra’s.

“No… it couldn’t be…” she thought to herself as Sombra strode forward, standing beside Shadow.

“Now, my soldier… kill the Princess of the Moon. Leave her sister to me.” He said and Shadow nodded, his eyes blank until they fell on Luna. Instead of the recognition she had hoped for, she saw nothing but anger. It was then that she noticed why the Elements hadn’t affected Sombra. Shadow had used his own magic, grown more powerful over the years, to capture the magic of the Elements of Harmony. Eyes widening, Luna barely managed to deflect his twin swords with her spear, which sheered in half, giving her just enough time to leap backwards and out of the reach of his blades.

“Shadow, please… it’s me… your Moon… please recognize me…” She pleaded as he walked towards her, drawing her own sword. His swords levitated beside him, captured in his magic. Watching him with tears in her eyes, she watched as he approached slowly. “Shadow… please… don’t you recognize me…?” she begged as he reached her, his swords dragging against the ground. She stared up at him, hoping for some sense of recognition. As he stood staring at her, she saw a flicker in his eyes as one of his paws rose and touched her cheek. “You do… don’t you?”

“I do… but you must know Luna… I am a predator… and you… you are nothing but prey…” He said and she barely leapt back as his swords sparked against her breast plate. Eyes widening, she levitated her sword between the two of them.

“Don’t make me fight you Shadow, please…”

“You must. Prove to me that your lessons were not in vain.” With that, all pretense bled away as he lunged at her, his swords arcing at her from the same side. She lifted hers and deflected them easily, but he kept coming, bowling into her, sending the swords flying. As they tumbled, her helmet came free, clinking against the floor as it rolled away. She barely managed to jerk her head around, scoring a slash under his eye before he could latch on to her throat with his fangs.

Leaping back, she noticed the dark aura was gone from his eyes. He was no longer under Sombra’s control. But he still came at her, his magic catching up his swords again. Luna ignited her horn and caught his swords on her single weapon. “You wish for me to prove that you taught me well? Very well then.” She snapped, her eyes growing harsh despite the tears flowing freely from them. Pushing hard, he leapt into the air to avoid having his throat slashed and summersaulted in the air. The moment he landed, he began dancing backwards as a rain of magical swords followed him.

Anticipating his movements, Luna summoned a giant sword to drop where he was going to be. A second before it landed, he threw his swords at her and raised his wings, coating them in magic and stopping the blade dead. Keeping his focus on the blade became his undoing. Tears streaming from her eyes, Luna surged forward, her magic carrying her swiftly towards him like a spear thrown by a Unicorn guard, straight and true. Her plan, to stop before harming him, was undone as he dispelled her giant blade and stepped forward, her horn spearing into his chest.

Eyes widening, she pulled away and crumbled in front of him. “Well done Luna… the student has surpassed the master… now stop him.” He said as his wings dropped at his sides and his eyes closed, the last breath of life wheezing from his body. His blood ran down her head, dripping into her eye as she heard her sister shout her name. Little did she notice as she spun to assist her sister, darkness seeped from the wound in Shadow's chest, vanishing into the sky with a chuckle darker even than the long forgotten Pony of Shadows.

Present Day.

“I don’t believe it… Wolves… with magic like ours… and wings… The history in this book.” Twilight said as she looked up at her friends. Fluttershy and Rarity had tears streaming down their cheeks. Applejack, as was typical of her, had her head hanging, eyes hidden behind the brim of her new hat. Even Rainbow Dash was silently subdued, sitting on the floor instead of hovering near the Daring Do books. Pinkie Pie was subdued as well, her mane straight and her color dulled slightly. Looking up at Solas and Umbra, Twilight realized they’d all but told her exactly who they needed to find.

“You want me to find him… Shadow? His… his body?” she asked and Solas shook his head. "The creature that was released by Shadow's death caused this, didn't it?" Solas nodded.

“Shadow was buried beneath the old Castle, to be close to Luna. We need you to find his descendant.” Umbra said and Twilight looked at her. Every time her eyes fell on the Queen of Night, she was reminded of Luna. The same regal beauty and grace. The same dark power without the feeling of evil. Tears sprang to her eyes and she forced herself to look away, hoping she was looking at a book. Feeling a hoof touch her cheek, she jerked around and found herself looking up at Umbra. “I understand, Twilight Sparkle. You were friends with both of my daughters and you miss them. Are you willing to do what it takes to save them?”

Swallowing, Twilight looked up at Umbra and nodded, determination in her eyes. Umbra smiled and nodded back. “We will send the seven of you to the borders of Ponyville. Go west from there until you find a nomad tribe of Wolves. Ask to see their King. If you must, invoke Pax. They will be obligated to hear you out. Their prince is a noble sort. He will offer to help you.” Nodding again, Twilight gathered her friends close. Once they were at her sides, Umbra’s horn ignited. “I’m afraid I cannot send you far out of the view of the creatures attacking your home. Once you are out of the teleportation, run. And run fast.” She didn’t wait this time. The moment her speech was over, Twilight and the others felt like their insides were rapidly becoming their outsides before becoming their insides again.

As soon as the magical field faded, Twilight bolted. Right behind her was Pinkie Pie, Rainbow, Rarity, Fluttershy, Applejack, and Starlight Glimmer. Spike hadn’t come with them, so she had to trust that Umbra and Solaris would protect him. Hearing a roar behind them, she picked up speed, not surprised in the least when Fluttershy shot past her like a rocket out of Pinkie Pie’s party cannon. Peeking over her shoulder, she instantly regret the action as she saw what was chasing them. It looked, for all the world, like a giant pony. Easily thirty feet tall, it didn’t have skin. It appeared to be nothing more than a mass of muscle and bone charging at them.

Pouring on the speed, her horn lit and she enchanted the rest of her friends to be faster. All of them easily gained on Fluttershy, Rainbow Dash rocketing passed her yellow friend. When she’d disappeared into the distance, Twilight breathed a small sigh of relief. At least one of them would be safe if this thing caught them. Her relief was short lived as Rainbow came rocketing back. As she flew, a cone of wind drag appeared around her and Twilight realized she was going to do a Sonic Rainboom. Close to the ground. At least, that had been the plan. Pulling up short, Rainbow stopped dead in her tracks and stared behind them. Reaching her, Twilight dared look back and froze. Clashing with the giant pony was a giant red dragon with horns like a bull.

She didn’t dare hope it was helping them, but it gave them enough opportunity to grab Dash and run for the safety of the mountains.

Author's Note

Ok ladies and gents. Slight change from the original plan. Originally planned on Spike going with them. Changed at the last second to Starlight. SO, I have a question for you all. To make Twilight even more... gung ho... about restoring Celestia and Luna to life, should Starlight die on their journey? Restoring Celestia and Luna would also mean restoring Starlight. At a cost. What that cost is... you're going to have to wait until next chapter to learn that. Let me know what you think. Starlight giving her life to protect Twilight and the others? Or no?