Trinity: Shadows of the Past

by Wolven5

Rating: mature
Tags: Other, Romance, Original Character, Profanity, Adventure, Slice of Life, Sex, Main 6, My Little Pony: Friendship is Magic, Alternate Universe
Length: 37800

A young unicorn mage, an earth pony blacksmith, and a pegasus guard learn that even in darkness there is light

Midnight Blaze has spent the last decade of his life alone, until his travels bring him to Ponyville. Rekindling a bond he once shared with an old classmate (and crush) opens up his heart to friendship,allowing Midnight to find his own circle of friends with whom he undertakes a journey where he will learn that together they can form a greater whole.

Rated M for sexual scenes and adult language

Co-Author - Secretly Yordle

Published 2019-05-11 09:50:01 UTC
Last updated 2021-05-31 06:59:54 UTC

Chapter 1. 10 Years Later...

"Gooood morning, PONYVILLLLLLLLLLLLEEE!!!!" declared Rainbow Dash as she flew across her hometown, bright and early to clear away some small errant clouds to give everypony a clear and happy morning!

She flew past the Library Tree, startling Owlowiscious awake, who gave a curt "Hoo..." in response before he found himself enjoying the warm morning light. Shrugging his wings, he flew over to sleeping Twilight and gently pecked at her horn, not hurting her, merely to rouse her awake.

"Stop..." Twilight moaned as she turned over, only for Owlowiscious to flap over and then reach with his wing to tickle his owner's nose. It made her giggle before she started, "Ah... Ah! ACHOO!"

"HOO!" Owlowiscious flapped back up onto his perch while Twilight sat up in bed and stretched out any bed kinks.

"Good morning, Owlowiscious...!" Twilight gasped and looked to her window and smiled, "It's morning!"

The morning of a new day, a fresh start. The morning after one of her biggest mistakes. In retrospect, Twilight felt like such a fool, to have gone to such lengths to make a friendship report over the assumption that she was supposed to have learned something new about friendship every single week and send a report about it to her teacher, Princess Celestia. Looking back, she remembered the Sun Princess had tasked her with learning Friendship but never actually said she was to report her findings and experiences every single week!

It was my own assumption and... Twilight sighed before she sat before her vanity, making sure not to wake Spike, who still snoozed in his basket. She brushed her mane and coat, added just a spritz of her favorite perfume, Essence of Lavender, and got her game face on.
"But today is a new day!"

Magicking over her agenda, she let the positive energy fill her up as she felt a song coming on!

Alright, Twilight, what's on the schedule today?
Breakfast, shopping, and then lunch at that new café
Practice a spell, this is looking real swell, and woah!
Girl it couldn't be better!

"Mm, hey Twilight," Spike woke up, rubbing his eyes but smiled at his adoptive sister, "You're in a good mood."

"Morning, Spike," Twilight was musing on what else to add to the schedule, "And yes, I am! I just have a really good feeling about today!"

"As opposed to yesterday...?" Spike gave Twilight a cheeky look as he got up to get ready for the day as well.

"I know, not one of my shining moments," Twilight gave a sheepish grin while she made some buttered and cinnamon toast, "But today... I just can't help but feel that it's going to be wonderful!"

Shake the sleep off, and kick into the morning drill
(Twilight pulled on her saddlebags, grabbed some money, and levitated Spike onto her back)
It's another happy day here in Ponyville!
(She stepped out the door, breathing in the morning air)
No need to fear, time to spread the good cheer, and woah!
Things just couldn't be better!

Twilight trotted out merry and happy, smiling to passerby, Spike waving, as they enjoyed their toast on the go.

Call it hope or faith, whatever!
I just know in my heart, that today will be one to remember...!
(Twilight ran out into Ponyville Square)

`Cause there's Celestia's sun in the morning sky
And the mood couldn't be any brighter
And there goes Rainbow Dash a'rocketing by
(Rainbow Dash soared o'er Ponyville Square before landing beside Twilight and Spike)
And Pinkie can't smile any wider!
(Pinkie Pie popped outfrom behind the fountain statue, grinning from ear to ear as she and Rainbow joined in on the song)

It's like a funhouse ride that you just can't miss
Call it crazy and yet, is there anything better than this?
Life just couldn't be better than this!

"Hey, Twi! What's all the singing about?" asked Rainbow Dash with a laugh.

"Hi girls, I'm just feeling so good," Twilight smiled as Spike hopped off her back.
"Twilight's just feeling like today's gonna be a good one," the little dragon explained.
"And with this little schedule, that's a guarantee," Twilight nodded, only for Rainbow Dash to snatch it from her telekinetic grasp. "Hey!"

"Twi, if you wanna have a great day, then don't plan it!" Rainbow Dash tossed the schedule into a nearby public trashcan.
"Dashie's right, Twi," Pinkie threw her arm around Twilight's withers while holding her other one out, "Just go with the flow, see where the day takes you!"

"But... my schedule!" Twilight whined a little.

Twi, forget that! We'll tell you what today will bring!
First a shindig, then a bash, then more partying!
Wrap it up with a Rainboom high above (oh-woah-oh)
Yeah, you know it couldn't be better!
(Rainbow Dash flew off while Pinkie hopped around, saying hi to everypony)

"Howdy, Twilight!" Twilight and Spike turned towards the marketplace where they saw the Apple Siblings pony-ing their apple stand as Applejack held out some kind of treat, "Got somthin' here fer y'all to try!"

"Hi Applejack!" Spike said as he and Twilight approached AJ's stand.

"It's Granny Smith's latest recipe for apple pie!" Applejack cut a piece each for Twilight and Spike, the little dragon going 'Yum!' as Applejack continued, "Have a bite, got more fer th' kids' delight! Bloom?"

Applejack tossed a piece to Apple Bloom who chomped it down with one gulp, as she declared, "It just couldn't taste better!" "Eeyup!"

I can't help but feel something's coming
(Twilight shared an excited smile with Spike)

But until it arrives might as well get this party humming!(Yee-haw!)
(Pinkie Pie started zipping around, decorating town square while Applejack and her siblings helped prepare a buffet table)

Yes, it's an earth pony, pegasus, unicorn town
But the folks couldn't be any sweeter (Sweeter!)
(Twilight and Spike helped Fluttershy as she was leading some ducklings across the way)
So call it upside, backwards, or wrong-side down
But it just couldn't feel more completer
(The locals gathered around Twilight as the rest of her friends joined her)

There's so much to do
And it's all such bliss
There's no reason to fret
What could ever be better than this?
No, it couldn't get better than-

"OhHhWHOAoAOaOaAoOooo...!!!"

Everypony flinched and froze in place as they took notice of Pinkie Pie's whole body going into an involuntary shudder.

"Pinkie are you okay?" Twilight kept her distance from the party pony before daring to ask, "Is it...?"

"Oh yeah! It's a DoOOooOooOoooOOOOzy!" Pinkie shuddered again, "Something totally unexpected is about to happen right here in Ponyville!"

Meanwhile, a lone hooded figure was walking towards the eastern edge of Ponyville. A horn poking through the brim of his hood showed he was a unicorn, his cloak, black as a shadow, dragged along the ground, a pair of worn saddlebags hung from his sides, and he sighed in relief to see cvilization after spending the last few weeks on the road.

"So this is Ponyville," he sighed as he ambled in, passing the modest-looking abodes, and shrugged, "Homey-looking."

He didn't see many ponies out and about, which wasn't that surprising given it was still the morning hours. Just past nine, he confirmed after seeing a clock tower. The further in he went, he saw more ponies going about their business, and decided to ask a local, approaching a brown earth pony with an hourglass cutie-mark.
"Excuse me, sir?"

"Hmm? Oh, good morning," the earth pony repleid with a friendly smile. "Don't seem to know you, though you are wearing a hood. You new in town, by any chance?"

"As a matter of fact, I am," the hooded pony nodded, "I just got into town and... Could you direct me to the nearest inn, hotel, bed n' breakfast?"

"Ah, you'll want the Nesting Pegasus," the earth pony pointed down the way, "Just carry on until you reach Stirrup Street, and then take a left. The inn will be straight ahead."

"Thank you, sir," the hooded pony nodded before proceeding along-

"You're welcome, Midnight."

!!!

The hooded pony almost tripped over his own hooves and whirled around, "How do you know- ?!?!"

The earth pony was gone!

He cast a sensor spell to determine where that earth pony went... only to feel nothing! No traces of tracks, no traces of translocation, not even body-warmth to indicate if he'd just turned invisible. Narrowing his eyes within the shadow of his hood, he sighed and thought, Not the weirdest thing I've ever encountered...

But it was certainly now in the Top Ten. He shrugged it off and took the pony's directions. Finding the Nesting Pegasus turned out to be as easy as it had sounded, and upon entering, he saw a counter with a middle-aged earth pony stallion reading a newspaper. The bell on the door rang as the stranger had entered, and the pony put his paper down and chuckled before saying, "Welcome to the Nesting Pegasus. Need a room?"

The hooded pony nodded and approached before levitating out a small baggy that obviously contained something. The clerk took the baggy and emptied it... to find a pristine looking gemstone! He marveled at it before gazing up at the hooded pony, who spoke softly, "I'll need a room for at least a month."

"Uh, I'll have my daughter prepare our best!" the clerk smiled, a tad excited by this small fortune that had basically dropped into his lap.

"No need, a simple room with a bathroom and closet will do, and for the record..." the hooded pony assured before leaning forward, "I like my privacy."

"Whatever you want, good sir!" the clerk assured as he turned to the wall behind him where hung the room keys. He quickly spied one for a room that met the customer's request, took it from the hook, and held it out to him.
"Room 1-13, down that way, at the end of the hall."

"Thank you," the hooded pony accepted the key and turned to head for his room.

"Um, sir? Is there anything else I can get for you?" asked the clerk.

"I've had a long journey," the hooded pony responded, "and I'd really just enjoy a nap."

"Okay, well, uh..." the clerk remembered, "There's an intercom on the bedside drawer, in case you need something later."

"Thank you," the hooded pony nodded before carrying on.

He reached the room, turned the key, and went in. It was cozy-looking, simple. One window, with the curtains drawn, which he quickly closed to stave off that annoying sunlight. A bed for two, soft coverings, the bedside drawer had the mentioned intercom, along with a lamp, there was a closet and beside it the door to the bathroom. He slid off his saddlebags, set them at the bedside, cast a ward on the door so he wouldn't be disturbed, and undid the clasp of his cloak, allowing it all to fall away.

He was a tall unicorn stallion, his body notably muscular from years of traveling on hoof, his coat a sapphire blue, a black mane with a dark blue highlight, his cutie-mark a pale bluish-white crescent moon facing upwards with its crux enclosing around a five point star surrounded by five white twinkles, and his tired eyes were the color of turquoise. There was a scar on his left wither, he had some unruly sideburns, having not shaved for a while, and strangely he had a long leonine tail ending with a tuft of black black hair with the same dark blue highlight as his mane.

He sighed as he collapsed onto bed, and just let himself drift away.

"Mmm, this is good," Spike enjoyed the sandwich he'd ordered as he and the rest of the girls enjoyed a nice lunch at the new café that had recently opened, "So what's going on with the rest of you?"

"Well, applebuckin' season's comin' up," Applejack replied before taking a swig of her drink, "an' Nightmare Night ain't far off either."

"And some of my critters and birds are already preparing for the winter coming after fall is over," added Fluttershy.

"Say AJ, you up for another Iron Pony competition, followed by the Running of the Leaves?" challenged Rainbow Dash.

"Darlings, must we discuss competition during our lunch hour?" Rarity piped in, "I'd really rather not hear the two of you get into it yet again."

"And besides, didn't-" Twilight tried to say, only for Pinkie to interrupt with another uncontrollable bout of shuddering, causing Twilight to sigh and wait till Pinkie settled. "How much longer are you gonna keep doing that?"

"I told you, everypony," Pinkie answered, "there's a doozy coming and- GASP!!!"

Pinkie Pie gaped in utter shock down the way, and everypony followed her line of sight and saw she was looking at a unicorn pony garbed in a hooded cloak, who seemed to flinch at their taking notice of him. Immediately, he turned around and began to walk away, only for Pinkie Pie to pop up in front of him, making him whinny in alarm.
"Hi there, stranger! You new in town? I can tell, because I know everypony - And I mean everypony - in Ponyville!"

"Excuse me," the hooded pony tried to step past Pinkie, only for her to bar his way.

"What's your name? Where you from? What do you do for a living? Why are you wearing that big heavy cloak on such a warm day?"

"Leave me alone..." the hooded pony responded with a slight edge in his voice as he shouldered his way past Pinkie. But the party pony was following him.

"Oh I'm sorry, are you busy today? Well, how about I help you? That way you'll be finished sooner so you'll have more time to hang out with me and I'll introduce you to my friends, and we can spend all day having fun and getting to know each other, we can take turns doing what each of us wants- We can start with what you want, of course-"

"Good! Because I want for you to take a hike!" the hooded pony snapped.

"Ooh! A hike?! Are you an outdoorspony? `Cuz a hike sounds like fun! I dunno if Rarity will be up for it, she's more of an indoor pony, but I betcha the others would be interested!"

"Not interested..."

"Come on, it'll be fun!"

"No."

"Not even for a cupcake?"

"I'm warning you...!" the hooded pony lit up his horn, preparing a spell.

"Aw c'mon, don't be a party-pooper!" Pinkie was talented in so many ways, but alas she was so very poor in taking a hint. She reached to the hooded pony to grab his withers-

*ZAP/"OW!"*

The moment her hoof had touched the hooded pony's cloak, Pinkie had felt a sudden and sharp sting, like whenever she got too fluffy after rubbing her hooves all over the carpet.

"HEY! What'd ya do to Pinkie Pie, you jerk!"

The hooded pony let out a frustrated sigh and was about to turn around and face whoever this next annoyance was-

*TACKLE/"OOF!"*

Rainbow Dash had zoomed straight into the hooded pony, tackling him to the ground and pinned him, "I think you owe my friend an apology!"

"Get the hell off me, you multicolored maniac!" the hooded pony snapped as he made Rainbow Dash fly off of him with a thought, thought she righted herself mid-air.

"Rainbow Dash!" Twilight hurried over, giving her friend an admonishing look, "I think that's quite enough."

"What?! He hurt Pinkie, Twilight! I heard her!" Rainbow Dash protested while pointing at the hooded pony, who was looking nervously at Twilight.

"I only wanted to invite him to have fun with us," Pinkie twiddled her hooves.

"Well, either way, girls, I think he just wants to be left alone," Twilight then approached the hooded pony, who shied away, no longer looking at her directly.
"I apologize for the behavior of my friends."

"Uh- No need..." the hooded pony gulped, "I did go a little too far using a Static Cloaking Ward-"

"WhOaOoAaAoOOaOaAooOHH!!" Pinkie went into yet another shuddery fit, and accidentally bumped into the hooded pony, causing them both to topple over... revealing the hooded pony's cutie-mark!

Twilight gasped upon seeing it before looking at the hooded pony as he sat up, shaking his head in a daze when he heard, "Midnight...?"

He flinched and grimaced under his hood, and the long awkward silence afterwards...

...

...

...

"Can we move this along?! Twilight, you know this guy?" asked Rainbow Dash.

Finally, the hooded pony slowly and nervously turned to see Twilight looking at him with incredulous awe. He did nothing as she stepped over and reached up to lower his hood, and her eyes widened once it fell away to reveal a face she had not seen in so many years looking back at her with distant fear.

"...Hi, Twily..." he finally managed to utter.

Author's Note

This picks up the day after "Lesson Zero"

Song is derived from "Couldn't Be Better" from UglyDolls

Chapter 2. Lunch and Secrets

"So Twilight, you know this gentlecolt?" asked Rarity.

After the awkward and somewhat tense moment had passed, Twilight had invited Midnight to have lunch with her and her friends. He'd almost declined, but the hopeful look on her face had tugged at a heartstring that hadn't been tugged for a long time, so he caved but was a little uncomfortable sitting with Twilight and her friends. She wouldn't even let him raise his hood back up.

"I do, everypony," Twilight gave Midnight a friendly nudge with her shoulder, "This is Midnight Blaze, my old classmate and friend."

"WHAT?!" the others all gaped at Twilight and Midnight, making the latter shrink back a bit at their reaction.

But it was Pinkie who started shuddering again, her shudders vibrating her away from the table before squashing and stretching and popping and deflating before she finally settled down, thought a moment, and gasped, "THAT'S it! That's the doozy!"

"What is?" asked Twilight.

The others somehow got the idea and nodded in agreement, "Ah think Pinkie means that yer old classmate's also yer friend, sugarcube."

"Yeah! I totally wasn't expecting that!" Pinkie Pie hopped back onto her seat as she leaned forward, looking at Midnight. "So tell us about yourself, Midnight! Like, what's your favorite ice cream flavor? Or-or your favorite color or time of day! Whattya do for a living? Or-"

Applejack stuffed an apple into Pinkie's mouth to stop it from running a million miles an hour and said, "Pink? Cool it, Ah think yer disturbin' th' poor guy."

Indeed, Midnight was looking at Pinkie Pie like she had a second head. Rarity nodded, "Oh, don't worry, dear. That's just the way Pinkie Pie is, no point trying to understand it."

"It's true," Twilight agreed with a smile before she hesitated and asked, "So, Midnight? Where have you been all these years? What happened to you?"

"...I've been traveling," Midnight answered, taking a deep breath, "After I left Canterlot, I had no plans. All I had were my saddlebags, magic books, my cloak, and the bits I'd saved from my allowance. I hopped the first train out of Canterlot and never looked back."

"That sounds lonely," commented Fluttershy sympathetically.

"I preferred it that way," Midnight shrugged like it was no big deal. "The first few months were hard. The train I boarded took me to Fillydelphia. Believe me, if it weren't for my magic, I never would have made it out in the world. I avoided police and adult ponies as much as I could, didn't want someone to question me or find out I was a runaway. Thankfully, I managed to find work as an errand-colt for a shopkeeper.

"I delivered messages and stuff for him, he paid me and didn't ask questions about my past. He even gave me bits for doing chores around his shop. After working for him a couple of months, I thought I could trust him, but then one day he brought a police pony to question me. I bewitched them both to forget me and ran again.

"I studied my magic books to learn more spells and... I didn't want to work for someone anymore, I felt like they'd betray my confidence like the shopkeeper did. So... I stole."

"Oh my," Rarity tut-tutted.
"So you're not just a jerk, you're a thief too!" Rainbow sniped.
"Stealing's not very nice, Midnight," Pinkie added.

"When you're twelve years old and can rely on nopony but yourself, your options are limited..." Midnight glared reproachfully at the three of them.

"Er- Midnight, relax, nopony's judging you," Twilight assured with a forced smile before encouraging him, "Go on with your story."

Midnight gave those three another look before continuing, "I stole. Mostly it was food and water, but I won't deny a few times I stole things like more magic books to learn more magic, among other things... I didn't like stealing, so I decided I needed to find a way to earn money that didn't require working for someone else. I saw street-performers earn money, but that meant drawing unwanted attention to myself, but then one day I met a peddler.

"She sold hoofmade trinkets and baubles, and it got me thinking... Maybe I could do something like that! I studied my books more carefully, and before long I came up with the idea of crafting magical wares! I took stones, flowers, secondhoof stuff, and I enchanted them with spells for luck, safety, healing, and pretty soon I tried my first sale. I wore my cloak and cast a minor distractor spell upon it so nopony would pay attention to me, but I also cast an attractor spell on my wares so ponies would notice them instead!

"To my surprise, I sold out all my wares in just one day. I used my bits to buy more secondhoof stuff and started making more wares to sell. I even bought an alchemy kit to make simple potions. Before long, my business was helping bring in enough bits to live a little more comfortably. With more bits, I could afford to buy better materials for my wares, and even started doing business with magic shops. Pretty soon, I made better wares that I could sell for more money, and I decided to take my business on the road."

"So you became a traveling merchant," Twilight nodded with interest, "I'd like to see some of your wares, if that's okay with you."

"Uh, yeah, Twily, I'd... I'd like that," Midnight said shyly, looking at Twilight.

It'd been so many years since he'd seen her, but he couldn't help but think, She's become so beautiful...

The way he was looking at Twilight didn't escape Rarity, who smirked before asking, "So darlings, how did the two of you meet? You said you were classmates, yes?"

"Oh that's kind of, uh..." Twilight remembered that meeting, "Well, it was after I got my cutie-mark. You know how I had my magic surge shortly after Rainbow Dash's first Sonic Rainboom?"

"Wait, what?!" Midnight gaped at Twilight and then Rainbow, "That big boom in the sky was you?!"

"Heh, I know, pretty awesome, huh?" Rainbow Dash leaned back in her chair while polishing her hoof onto her chest before looking at it.

"Yes, Rainbow Dash, it was awesome... the first ten thousand times," Twilight retorted dryly, making Rainbow Dash's ego deflate a bit, causing everypony to have a little laugh at her expense. Even Midnight couldn't help but chuckle a little.
"Well anyway, apparently, Midnight had a magic surge too, but unlike me, his magic didn't burst out of control."

All eyes turned to Midnight who nodded, not fond of that memory, "My magic surged, but... it wouldn't come out. For some reason, it was all trapped inside of me, I couldn't even will for it to come out. I went into shock and woke up in the castle infirmary. The doctors determined I was in a magically agitated state, and though they kept me stable I was in constant pain for days!"

"Oh that sounds awful!" Fluttershy couldn't even imagine what that must have felt like. "But... you got better, right?"

"I did, but the way I got better might surprise you," Midnight gave them a slightly cocky look "During the days I was stuck this way, Twilight visited me, and that was how we first met, though I wish it had been under better circumstances."

"After Princess Celestia took me on as her pupil, she caught wind of Midnight's condition and took me to see him," Twilight added, "I felt so bad for him that I promised to visit him every day he was sick."

"And I'm so glad you did," Midnight smiled warmly at Twilight. "You made those days bearable, and if you hadn't brought magic books to read to me, I wouldn't have gotten the idea of how to fix myself."

"Wha' happened?" asked Applejack.

"So nearly a week passed, and I wasn't getting any better," Midnight went on, "but during that time, I always noticed I didn't hurt as much at night than I did during the day. So I got to thinking, and recalled something from one of the books Twilight read to me, and I came up with a crazy idea!

"I had no idea if it would work, but the doctors didn't know what to do with me. They'd tried siphoning away my excess magic, neutralizing some of it, nothing they did worked. So I came up with a way to use up my extra magic. I asked Twilight for a certain book, studied what I was looking for from front to back, and then a week after the magic surge first happened, I finally took action. I waited until it was almost sunset, and snuck out of the infirmary. I made my way to the highest room of the tallest tower, and waited for Princess Celestia to lower the sun, and that's when I did it."

"What'd ya do, what'd ya do?!" Pinkie bounced in her seat with excitement, and Midnight could see everypony else leaning inwards with anticipation.

"Believe it or not, ladies, I did what no single pony except for Princess Celestia and Princess Luna and supposedly Star Swirl the Bearded had done," Midnight declared, "I raised the moon!"

"No way!" Rainbow Dash scoffed, "Even I know it took five unicorn wizards plus Star Swirl to raise the sun everyday before the princesses started doing it."
"Not to mention those unicorns who raised the sun lost their magic forever," added Spike.

"It's true, everypony," Twilight threw a foreleg around Midnight's shoulders, causing him to blush, "Princess Celestia confirmed it herself!"

"To be honest, I wasn't even sure if it was going to work, but it did," Midnight added, "Somehow, I was able to channel all my excess magic to raise the moon, although it did use up almost all the magic I had that night, that I fainted. When I woke up, Princess Celestia told me all my excess magic was gone, and I felt better than I had in a week. It was even better after Princess Celestia pointed out... this!"

Midnight raised his cloak and showed off his flank for them to see his cutie-mark, "I earned this cutie-mark representing my magical talent and potential and the feat that I accomplished. But Princess Celestia said we had to keep my accomplishment a secret."

"How come?" asked Spike.

"Because if word got out that a colt had raised the moon, the wrong ears might hear of it," Midnight replied, "and Princess Celestia was afraid I might be targeted. So, she made me a part of her private class."

"It was a class she had once a week for students she hoof-picked," Twilight added, "Me and Midnight were both in it, along with several other unicorn foals. But enough of the past! Tell us what you've been up to recently, Midnight! Like... where you've gone, the things you've seen?"

"Well, believe it or not, I just got back into Equestria from a trek into the Dragon Lands," Midnight raised a brow.

"Wow!" "No way!" "My stars, the Dragon Lands?!"

"Pfth, big deal," Rainbow Dash harrumphed, "I could fly circles around dragons!"

"Maybe, but could you trick some dragon jerks into practically giving you some of their treasure?" asked Midnight with a raised brow. "I even managed to get this interesting artifact from this one teenaged dragon? The creep was using it for mountain boarding! Oh, and I visited the village of Somnambula and managed to find a glowpaz band belonging to Prince Hisan, and before that I visited the ruins of Rockhoof's village where I found a lot if interesting stuff, like the winged helmet that was worn by Rockhoof himself when he joined the Mighty Helm!"

"Wow, Midnight! It sounds like you've had some interesting adventures, ," Fluttershy commented with meek admiration.

"And found my share of treasures," Midnight nodded, feeling pretty good about himself, "I betcha I could even give Daring Do a run for her bits."

"Who's Daring Do?" asked Rainbow Dash in a blasé manner.

"Oh, that's right, you're a jock," Midnight responded dryly. "Never mind, you wouldn't be interested."

"Hmph!" Rainbow snubbed before taking a sip of her drink.

"Well, it's been good talkin' t' ya, Midnight, but Ah gotta get home," Applejack stood up, "Applebuck season ain't far off an' Ah gotta start talkin' with muh brother about how wer' gonna divvy up th' work."

"Nice meeting you too," Midnight waved to her as she left while Rarity stood up.

"I'm afraid I have to return home as well," she said apologetically, "With fall beginning to settle in, my autumn seasonal wear will be in demand. A pleasure, meeting you, Midnight. I look forward to getting to know you better."

"And a pleasant day to you, Miss Rarity," Midnight said politely before she left.

"I gotta go too! I have a... previous engagement to attend to," Pinkie said in a not-so-conspicuous manner before she hopped off.

"Bye," Midnight wasn't sure how he felt towards Pinkie. She seemed sweet, but by Faust was she annoying!

"Later," Rainbow said curtly before zooming off.

"I should go home as well," Fluttershy stood up, "Some of my critters are preparing to hibernate, and a lot of the birds are getting ready for migration and they need to be in the best shape they can. Have a nice stay here in Ponyville, Midnight."

"So long," Midnight waved as Fluttershy flew off. He turned to Twilight and Spike, "So... I guess I'll see you later?"

"Actually, Midnight," Twilight brought up, "Why don't you come to my home and we catch up together? I was planning to practice a new spell and if you're interested..."

A part of Midnight was hesitant, warning him that this might not be a good idea, and yet... he hadn't realized how much he'd missed his old classmate and friend. Smiling, he nodded and replied, "I would like that very much."

"...and that is how you can cast an abjuration or enchantment without it being rebounded back upon you," Twilight said as she and Midnight enjoyed a talk in the library. They'd been there for hours, just talking about magic, comparing notes and even getting into a few laughs, as they discussed their mutual passion.
"See, a lot of spells tend to be direct, aimed at a single target. But what happens if such spells can be turned against you by using a magical defense that rebounds direct spells back upon the caster?"

"Use spells that don't specifically target somepony, but rather have an area of effect," Midnight nodded in amazement before he chuckled, "Twily, you're still a magical genius!"

"Oh, I didn't figure that out by myself," Twilight waved it off while blushing a bit, "If Shining Armor hadn't helped me during that practice session, I never would have gotten the idea for AoE spells circumventing magic defense that turn your spells against you."

"Heheh, you saying spells that are AoE? Sounds like you're talking Ogres & Oubliettes," Midnight pointed out, causing both of them to laugh more.

"You still like that game?" Twilight giggled.

"Blame your brother for introducing it to me," Midnight gave her a cheeky look, "I still play it every once in a while when I can find somepony to play it with me. Which isn't that often, to tell you the truth..."

For a moment, neither of them said anything as a sadness seemed to befall the moment, until Twilight finally had to ask, "Midnight? What happened to you? Why did you leave?"

Midnight gave Twilight a hesitant look before sighing, "What did Celestia tell you?"

"That it was you who was behind that April Foals Day prank ten years ago," Twilight replied before giving him a funny look, "You know, after that day, what everypony dubbed the 'Bouncy Ball Incident', Princess Celestia literally banned bouncy balls on April Foals Day!"

"Yeah, I heard..." Midnight chuckled sheepishly, scratching the back of his neck but noticed the waiting look on Twilight's face. "Twilight... You know that I was Celestia's ward, right?"

"Mm-hm, she told me she took you in from the orphanage in Canterlot," Twilight nodded.

"She saw in me 'potential' and 'talent' and wanted to 'help me realize it'," Midnight said, bitterness beginning to lace his word. "Well, Twilight, she took me in and told me that she expected great things from me, a five year-old foal, and that just got worse after I got my cutie-mark."

"What do you mean?" Twilight was confused. "I thought she just wanted for you to do your best."

"Twilight, you didn't see how it was for me back then," Midnight sighed as he leaned onto the table where they were having milk and cookies courtesy of Spike. "Celestia was my legal guardian, but she was hardly a parental figure. I was mostly raised by members of her staff, and the rare times I was able to talk to her, she did most of the talking. She noted how I was doing in my studies, whether it was good or bad, but she always told me to keep doing my best.

"Now, it's one thing to encourage somepony to do their best, but it's something else when they expect you to and aren't interested in your 'excuses' and won't even let you speak your side of the story."

"That... that doesn't sound like-" Twilight tried to say.

"But it is," Midnight said, sounding contemptuous. "I just... I just got so sick of her telling me to do my best but not listening to me! I decided I was gonna make her listen, so I planned my April Foals Day prank. I spent weeks researching Enchantment to figure out how I was gonna put it all together. And when it was all over and done with, I thought she was gonna see the work I put into that prank, the way I wove those spells together to create something amazing, but no!

"All she saw was a mess and the aftermath! Once again, she talked down to me, wasn't interested in my point of view, and I just couldn't take it anymore!"

"So you ran away..." Twilight said morosely.

Midnight noticed the sadness on Twilight's face and sighed, "I'm sorry, Twily. I didn't mean to hurt you, I... All I wanted back then was..."

He sighed again, unable to find the words, "To be honest, I wish somepony else had adopted me instead of the princess."

"But... Midnight," Twilight brought up, "if she hadn't, you and I might never have met."

For a moment, Midnight didn't know what to say before he gave a slight chuckle, "I guess I can't argue with that."

She was relieved to see Midnight take some good from what he deemed a bad situation, but then she said, "You know, Midnight... Princess Celestia has never been quite the same after you left."

Midnight didn't respond, instead looking away while wearing an unreadable look.

"...She fell into a depression that lasted weeks," Twilight went on, "and even before I left Canterlot to study Friendship here in Ponyville, every once in a while... I would find her alone in her study, sometimes crying, sometimes looking at the picture she took of you the day she adopted you.

"She continued to teach me, but not quite so rigidly as she apparently was towards you. And while I appreciated her letting me figure things out on my own, she always told me I could come to her. Even so, her stepping back to let me learn and grow through my own volition... it wasn't a perfect way of teaching either. I became so immersed into my own studies that I distanced myself from my classmates and started to think my education mattered more than making friends. But then she assigned me to oversee the Summer Sun Celebration here in Ponyville, and that was the day my life truly changed for the better. I've learned a lot about friendship since I moved here and as you've seen, I've made wonderful friends. Though I'm still learning, I would be happy to share with you all that I've learned."

Midnight finally looked at his old classmate and couldn't help but smile warmly. Though their schooldays together had been short, they were still among his fondest memories. Taking a deep breath, Midnight replied, "Okay, Twilight, I'll stay and learn about friendship from you. On one condition..."

"And what's that?" asked Twilight.

"You have to give me your word that you won't tell Princess Celestia about me," Midnight stated with an unyielding tone. "You won't tell her that I'm here, you won't mention me, you won't hint about me, or even bring me up in conversation. Promise me that, and I'll stay."

Twilight found herself at a loss for words. On one hoof, she didn't like the idea of lying to her teacher even if she didn't know Midnight was in Ponyville, but on the other she didn't want to say no and cause Midnight to leave. Then of course the look on Midnight's face warned her that this condition was non-negotiable.

"Is there any chance that you'll talk to her when you're ready?" she asked.

Midnight's steel-hard look softened somewhat to stony, but he remained firm before finally answering, "Maybe."

"...Okay. I promise, cross my heart, hope to fly, stick a cupcake in my eye," Twilight assured while doing some strange gestures, to Midnight's confusion. Giggling, she explained, "It's a Pinkie Promise, and nopony breaks a Pinkie Promise. After all, breaking your promises is a way that could cause you to lose your friends."

"FOREVER!!" Midnight startled and fired a bolt of mana at the direction he heard the shout, only for Pinkie to vanish as quickly as she'd appeared, leaving the spot on the bookshelf she'd popped out of to be blown apart with no sign of her.

"What the hell was that?!" Midnight gawked back and forth between the shelf where Pinkie had popped out and at Twilight, who sighed and shook her head.

"Just... accept that Pinkie is being Pinkie, don't question it, it'll save you your sanity," Twilight assured before thinking, I'm gonna have to have a word with Pinkie about popping up around Midnight...

Chapter 3. Life is a Party

The day was nice though that didn't stop Midnight from wearing his cloak. Though Fall was soon to roll in, there yet lingered a stubborn rise of heat from the rapidly dwindling Summer, and some passerby wondered how Midnight wasn't sweltering in that dark and heavy cloak of his. What little they knew, for Midnight had spent many years weaving various enchantments into his cloak to make it more than a simple fashion statement. Such as the Thermal Charm he'd imbued into it, which kept him warm in the cold and cool in the heat, and that was hardly the tip of the iceberg.

At the moment, Midnight was making his way to Twilight's library tree, and as luck would have had it, the inn he'd checked into was on the opposite side of Ponyville, and he was still learning how to get around town.

"Excuse me?" he asked a nearby unicorn pony stallion with a light yellow coat, grayish-blue mane and a cutie-mark of a white shooting star. "Can you direct me to the Golden Oak Library?"

"Oh sure," the unicorn pointed down a street, "Just head that way towards the square, and then you'll see it down the street to the north of Town Hall. Can't miss it."

"Thank you very much," Midnight nodded before continuing on.

"Don't mention it," the unicorn smiled kindly as he went his own way.

Midnight soon came to the square, and realized he was approaching from the south-western road. Here, he saw more activity, more ponies out and about. Some shooting the breeze, others obviously with a destination in mind and cutting through the square. Recalling the directions he'd been given, Midnight carried on, going around Town Hall towards the northern road... when he soon saw what appeared to be a setup for a party. There was a buffet table with a punch bowl, a cake, cupcakes, a bowl of chips, and other eats, a pińata, a circle of chairs, streamers hung in the air, and there were bunches of balloons.

"What the...?" Midnight suddenly had an uneasy feeling-

"SURPRISE!!!"

"BWAUGH!!" Midnight fell back onto his rump, startled by the loud shouting and sudden appearance of dozens of ponies, including Twilight and her friends, and especially Pinkie Pie, who'd popped up beside him.

"Surprise, Midnight! It's your 'Welcome to Ponyville' Party!" Pinkie declared happily, "I throw one for every newcomer to Ponyville no matter what! Were you surprised? Were you, were you? Huh-huh-huh?!"

Midnight growling in annoyance as he stood up and rubbed a sore spot on his rump.

"Wow! You must have been so surprised that you're just speechless! That's okay, `cuz we'll have lots of fun and-"

*FLASH*

"-you can tell us about you..." Pinkie's sentence trailed off when she realized Midnight was no longer present.

...

...

...

"Ooh, are we gonna start the party off with hide n' seek?" Pinkie laughed it off. "Well, ready or not, here we come!"

Everypony awkwardly watched as Pinkie Pie started hopping around, looking for the presumably hiding Midnight.

"Looks like Midnight wasn't in the mood to party..."
"Oh my, perhaps he was startled and too shy to stick around."
"More like he's being a jerk!"
"Darn tootin'! An' after Pinkie Pie went t' all this trouble for `im!"
"Well, darlings, perhaps Midnight's just not quite used to Pinkie Pie."

"I give up! Come out, come out wherever you are!" Pinkie gave in, and waited eagerly for Midnight to appear.

Everypony watched as Pinkie's excited smile... soon turned confused as uncertainty began to worm its way into the party pony's high spirits.
"Okay, Midnight, you won! You can come out now so we can get this party started!"

It was rather disheartening to see the corners of Pinkie's smile slowly fall, as Pinkie began to realize, Did... did Midnight leave?

Feeling bad for Pinkie, Twilight remembered that Midnight had been coming to see her at her library before Pinkie had stronglegged her into attending this surprise party. Having a good idea where Midnight was, she said, "Girls, why don't you stay here with Pinkie? I'm gonna go check on something."

Sitting outside the library, Midnight kept his hood up, glad that his Aversion Ward was insuring he wasn't bothered. He'd considered going right into the library but felt that would have been rude.
Then again, teleporting away like that was rude too...

"Nice Aversion Ward."

Midnight lowered his hood while looking up to see Twilight giving him a friendly smile, "Though given it didn't seem to affect me, I'm guessing that's because you were hoping I'd come see you."

"Hey Twilight..." Midnight sighed as he stood up. "Mind if we continue this conversation inside?"

"Come in," Twilight invited while casting her unlocking spell on the door.

They went inside and Twilight gestured for Midnight to have a seat at the nearby reading table while levitating out some cushions for them to sit on. Once they were both comfortable, Twilight had to ask, "So Midnight, I take it you weren't comfortable with that surprise party Pinkie prepared for you."

"No, I wasn't..." Midnight looked away guiltily. "I don't really like parties. They're loud, annoying, and just... Well, Twilight, they're just not for me."

"Well, I can understand not liking parties, Midnight," Twilight brought up, "but the way you teleported and left? You kind of hurt Pinkie's feelings."

"Well, she's just gonna have to get over it," Midnight harrumphed, "I don't like parties, and if she can't understand that it's her problem."

Twilight felt her heart sink a little to hear that, because she knew Pinkie wasn't going to like this.

As it turns out, Twilight was right. Later, she'd gone to see Pinkie Pie at Sugarcube Corner, where the Party Pony had asked if Twilight had seen Midnight and if she knew what had happened or if she did anything wrong.

"Oh no, Pinkie, we all know you meant well, but Midnight?" Twilight paused to find the right words before she finally answered, "He just doesn't like parties."

...

...

...

Pinkie stood there, in frozen stupor, as if all of a sudden she was blind and deaf to the world. Twilight began to worry and was about to say something, only for Pinkie to whip out a pair of reading glasses and a dictionary, which she leafed through, uttering, "Those words... Is is possible to use them together in a sentence like that!?"

"Pinkie, please listen," Twilight levitated the dictionary and glasses away to get her friend's attention. "I understand this sounds strange to you, but not everypony enjoys parties. Or at least, not the kind of parties you throw, no offense."

"But why not?!" Pinkie whined, looking despondent, "Did I make Midnight angry? Is he mad at me?!"

"No, Pinkie, Midnight's just always been this way," Twilight assured. "Remember, he used to be Princess Celestia's ward, so a few times during his foalhood, she made him attend some high class parties back in Canterlot, partly because it was expected of him. But those parties were stuffy and boring to a young colt like Midnight was back then. I guess he just got so bored and annoyed with those parties he grew a distaste for them in general."

"Really, that's it?" Pinkie flabbergasted before shaking it off and putting on a look of determination, "Then as a party pony, I cannot allow this terrible misunderstanding to go on any longer!"

"What do you mean, Pinkie?" Twilight suddenly had a bad feeling about this.

"It's like you said, Twi! Midnight's got the wrong idea about parties," said Pinkie, "so all I gotta do is show him just how fun and stupenderous parties can really be!"

"Now, Pinkie, hold on-" Twilight tried to protest.

"There's no time to lose... To the Party Cave!" Pinkie pressed some kind of mechanism on the bottom banister of the staircase in Sugarcube Corner, which caused a trapdoor to open beneath Pinkie Pie, into which she dropped and the trapdoor immediately closed, leaving Twilight perplexed.

And then she gave a sigh as she thought, Midnight, forgive me for I think I've just unleashed Tartarus upon you...!

Later on that day, Midnight had decided to do a little browsing of the Ponyville marketplace. There were plenty of stands, most of them selling food, but here and there were some selling other kinds of merchandise. He passed an older earth pony stallion who was selling firewood, another stallion making balloon animals, and another selling tools, to name a few.

He wasn't really interested in buying anything, though he hoped there was a pony selling wares he could use for his own business, Or perhaps I oughta set up my own stand where I could sell my wares.

The idea was appealing, as he usually placed his wares on a blanket and he'd sit nearby with his business sign and bits box at the ready.

Then, he noticed a stand nearby that was covered with different rocks, geodes, and natural crystals. His interest piqued, he sauntered over for a closer look when he nearly bumped into somepony wearing a shawl, sunglasses, and an oversized sunhat, "Oh, excuse me."

"No worries! In fact, I'm so glad that I almost bumped into you!"

"Oh no..." Midnight muttered as the pony threw off the hat, shawl, and sunglasses, revealing Pinkie Pie in all her pink poofy glory.

"Hi Midnight! I'm here to invite you to a party that will knock your horseshoes off!"

*FLASH*

Pinkie stood there, stupefied before she felt like a statue crumbling and being blown away by the wind before she pulled herself together.
"Well, Pinkie, nothing ventured nothing gained!"

For the rest of the day onto the next, Pinkie Pie tried time and again to throw a party for Midnight. At first, she tried inviting him to a party, but he always told her no and would teleport away if she tried to persuade him otherwise. However, Pinkie would not be deterred.

Since inviting Midnight didn't work, Pinkie tried the 'Surprise Party' approach yet again. Every hour, no matter where Midnight went in Ponyville, Pinkie would pop up out of nowhere, shouting 'SURPRISE', with confetti, balloons, cupcakes, sarsaparilla, chips and dip, a piñata and party games, along with several attendees she'd gotten involved, only for Midnight to scowl and teleport away.

It was after the sixth or seventh party attempt that Midnight finally lost his temper and made the balloons pop, the streamers wrap Pinkie up, and bluntly told the ponies she'd involved yet again to go home. Then he'd told Pinkie, with a clear and deliberate voice, "Leave. Me. Alone!"

And he'd left her hanging upside down from a tree next to a piñata with her mouth stuffed with so many cupcakes she'd been unable to respond. Although she could have gotten herself out of those streamers rather easily, Pinkie found herself oddly deflated in zeal and passion, and hung upside-down for a while, baffling for the life of her how somepony could be such a party-pooper, that she didn't notice Twilight, Spike, and Fluttershy show up.

They got her down from the tree and took her back to Sugarcube Corner where Pinkie flabbergasted, "I just don't get it! Everypony likes to have fun, and what's more fun than parties?"

"Well, Pinkie, Midnight just doesn't like parties," Twilight reminded her, "He put up with some adult parties that were really boring to him as a colt, so..."

"But Twilight, has there really never been one time Midnight had a party that he didn't enjoy?" asked Fluttershy.

"Well, I was too young to really remember," Spike spoke up after taking a gulp of his colt cola, "but didn't Midnight like his birthday parties?"

"Oh that's right!" Twilight brightened up, Pinkie suddenly looking hopeful, as Twilight explained, "He did always enjoy his birthday parties, but... they were never loud and big and had lots of ponies attending."

"Really? Then... what did he like about `em?" asked Pinkie. "Because they were about him?"

"Sort of, but... honestly?" Twilight smiled at the memories, "Midnight enjoyed his birthdays because it was a day where he could spend time with the ponies he cared most about. Princess Celestia, Princess Cadance, Prince Blueblood, me, Spike, my brother Shining Armor, and even my parents. They were small and private and quiet, his birthday parties, but he looked forward to them every year. Not because they were about him but rather because he could spend a nice time with the ponies he considered his family."

"Well, from what you're saying, Twilight," commented Fluttershy, "it sounds like Midnight prefers small and quiet parties with just his friends and family."

Fluttershy's words clicked in Pinkie's mind a second before she GASPED and facehooved while exclaiming, "Hel-lo, Pinkie!"

"Pinkie, maybe you should ease off of Midnight," Twilight advised, still apprehensive about the situation.

"No can do, Twilight!" Pinkie declared before asking, "Could you go out and keep Midnight busy for an hour or two? I'm gonna need the library, and then for you to bring him here afterwards."

Twilight, Spike, and Fluttershy shared a look but the expression on Pinkie's face caused the lavender unicorn to cave, "Alright, Pinkie, just... don't go overboard."

"And how long does the magic imbued into your wares last?" asked Twilight as she and Midnight were walking back to her library. "Or do your customers have to have them recharged after a while?"

"Heh-heh, this may surprise, you, Twi," Midnight smirked, "but my wares can last for years before they need another charge."

"Now, Midnight, even Alpha-level unicorns like us can only charge objects with magic for around a year," Twilight debated, "and that depends on how often a magical object is used before its energy runs out, and how well designed is the object and the magic involved."

"That's just one of the secrets to my success," Midnight responded, "but if you really wanna know, I got two words for you: Ley lines."

Twilight stopped mid-step, her mind suddenly blank with stupefied awe, and Midnight mentally counted up to eleven before Twilight finally cried out, "LEY LINES?! Midnight, are you charging your wares with magic from the Ley lines?!"

"Mm, yeah," Midnight said with a shrug.

"THAT'S DANGEROUS!!" Twilight yelled at him so fiercely he shrank back a bit, "Even the most trained and studied Alpha-level unicorn mages have to be really careful when they tap into the ley lines, all that power and knowledge could overwhelm you, destroy your mind!"

"I know! Which is why I spent years of training and study to prepare myself before I even tried," Midnight assured, "I've read about the consequences of unicorn mages who weren't strong enough or prepared enough to tap into the ley lines, Twilight."

Hearing the sincerity in Midnight's words and seeing it on his face, Twilight sighed, "Midnight, I... What if you'd made a mistake? What if something went wrong and... I'd have never seen you again!"

Smiling in appreciation of her concern, Midnight gave Twilight a hug and said, "I promise you, Twilight. I always take precautions for things like tapping into the Ley lines, as much as I prepare for whatever I might encounter during my travels. If I didn't, I have to admit, I probably wouldn't be here."

"That's precisely my point!" argued Twilight before a thought popped into her head and she asked, "What exactly do you mean by that? Have you had dangerous experiences in your travels?"

"Everyone does, but mine, I will admit, have been considerably more..." Midnight paused a moment to find the right word, "perilous."

"Like what?" Twilight folded her forelegs and gave Midnight a stony look.

"Well, a while back, I almost got my cutie-mark stolen by this psychotic unicorn, Starlight Glimmer, who was leading a cult that believed cutie-marks were bad and that harmony and happiness was only possible by being equal," Midnight responded off the bat. "Turns out, she was using a spell to forcibly strip ponies of their cutie-marks and brainwashing them into her cult when Starlight herself had never removed her own cutie-mark to begin with, making her a huge hypocrite."

Twilight's jaw dropped in response to what she'd just heard.

"I exposed her, got her village to turn against her, and managed to put an Inhibitor Ring onto her horn to disable her magic," Midnight wrapped it up. "I then took her to Manehatten, with four ponies from her village backing up my story, and told the cops about Starlight's crimes. Now she's enjoying an extended stay in the Atticolt Correctional Facility."

"A unicorn devised a magic to remove cutie-marks?!" Twilight was utterly horrified at the very idea. "We have to tell the princess about her!"

"She already knows," Midnight assured, "I suggested the Manehatten Police Department inform the princess about Starlight, but I asked them to keep me anonymous. From what my associate in the MPD told me, Princess Celestia declared that Starlight's cutie-mark removal spell to be forbidden magic and she ordered more measures to be taken in keeping her imprisoned."

"Wow... And I thought being a traveling merchant was adventure enough," commented Twilight. "I mean, you travel around, seeing new places and meeting new ponies, but to think you've such harrowing experiences!"

"Eh, Starlight and her 'equal' crock doesn't even make the top five of my adventures," chuckled Midnight, "So, what did you want to show me in the library anyway?"

"Um..." Twilight wasn't sure what to say and looked down the street, seeing her library at the end. "To tell you the truth, Midnight, Pinkie Pie asked me to keep you preoccupied and then bring you to the library."

She noticed the sudden change on Midnight's face, from curious to stony, so she went on, "Now, Midnight, I know that Pinkie has been... persistent, and I know you don't like loud parties. But please, this time? Give it a chance! You never know, it might surprise you how much you like it."

Midnight gave Twilight a stern silence, looking from her to the library and then back at her before sighing heavily, "I'll do it for you, Twi."

"Alright then, c'mon," Twilight gave Midnight a flirty bump on the rump, making him blush as she led him towards the library. "Ready?"

As I'll ever be..." Midnight braced himself for another loud obnoxious 'SURPRISE' as Twilight opened the door... only to reveal something smaller and simpler. In attendance were Rainbow Dash, Applejack, Fluttershy, Rarity, and Spike, and of course Pinkie Pie was there, all of them standing around a tale with a spread of cake, a pizza, a bowl of chips, a pitcher of iced tea and another with colt cola, and above was a small banner that read 'Welcome to Ponyville, Midnight' and the only decorations were a few balloons and streamers.

It wasn't at all what Midnight had been expecting.

"Hi, Midnight," Pinkie stepped forward, smiling but looking a little nervous. "To start off, I wanna say I'm sorry for how I've been acting, I, uh... Well, sometimes I get an idea in my head and it just sticks. Anyway, I really should'a figured out that the parties I was trying to throw for you just weren't the right kind. Some ponies like parties that are big and loud, and other ponies like their parties to be smaller and quiet, and there's nothing wrong with that.

"So whattya say, Midnight? How does a little dinner party with your new friends here in Ponyville sound?"

She smiled hopefully, and Midnight looked past her at everypony else, and saw they were giving him looks of encouragement, as was Twilight when he looked back at her. He then looked back at Pinkie and finally spoke.

"...We're going to need ice cream."

Pinkie Pie GASP'd before saluting, "I'm on it!"

"Wait a minute, the crazy mare that Blueblood used as a pony shield was you?!" Midnight couldn't help but burst out in laughter as did everypony except for Rarity and Spike, the former blushing and angrily pursing her lips.

"Why I never!" Rarity snapped, "I would have thought you a gentlecolt that would never have condoned such boorish behavior from that royal pain, Midnight Blaze!"

At Midnight's suggestion, Pinkie had prepared hot fudge strawberry sundaes with angel food cake, and it hadn't been long before the Mane Six shared stories of their previous adventures with Midnight, all of which he'd found interesting and funny. Then the conversation had steered towards the Grand Galloping Gala.

"Well, no offense, Rarity, but I think you kind of asked for it," Midnight shrugged.

"And why would I ask to be treated so poorly and thoughtlessly by the likes of Blueblood?!" demanded Rarity. "I say, he got off rather easily!"

"Well, you're the one who was all swoony and presumptuous," Midnight pointed out. "You went to the Gala, why? To meet a pony you didn't know personally because you thought the moment you both saw each other it'd be love at first sight and you'd get a happily ever after? I would think a mare as successful and eloquent as you, Rarity, would not be so silly as to believe in real life fairy tales.

"I mean, seriously. A pony's reputation isn't who they are, it's an impression everypony gets from that pony. You heard of Blueblood being a prince, and sure, he's a good-looking stallion, but what did you know of him really before you went to actually meet him at the gala?"

"Well, I- It's- That is..." rarity found herself tongue-tied, unable to come up with a reasonable argument before she finally stated, "Well, you can't deny how inconsiderate he was towards me."

"Sounded to me like he was trying to get rid of you," Midnight commented before looking to Twilight, "Twi? You remember how Blueblood was like back in school, right?"

"Of course, he was actually a kind and thoughtful young stallion and a hard worker," Twilight nodded, "but he didn't get to pursue his magic studies as much as he wanted due to his lessons in royal etiquette, diplomacy, and politics."

"And I can still recall the many admirers he had back then," Midnight added, "He was annoyed with them, how they kept trying to get his attention, being a distraction to his studies, and trying to cut into what limited spare time he had for friends, family, and his own personal hobbies. It's been years since I've talked to Blueblood, so to be fair I can't say how much he's changed since then. But in any case, Rarity, you probably gave a similar impression to Blueblood as the many unwanted admirers he had back in school, and he decided he wasn't going to give a pony like that the time of the day for wanting him over superficial reasons."

Those words finally clicked in Rarity's mind, along with the words spoken prior as she thought, He's... he's right! I don't know Blueblood, and in retrospect, desiring him and seeing him as some kind of prince charming from a fairy tale- Oh dear...

Rarity sighed heavily as she rubbed her temple, so Midnight kindly said, "I'm not defending Blueblood's behavior or the way he treated you, but I think there could still be a friendship for the two of you to share, if the both of you set aside your preconceived notions about each other and just talk and get to know one another."

"What?! Oh-no-no-no-no! After how things resulted that night?!" Rarity shook her head dramatically. "I mean- I still feel put off and perturbed by the very thought of him, and... Oh! My, my, my, would you look at the time? Ladies and gentlecolts, I daresay it's time to bring this soirée to a close."

Without waiting for anyone else to agree, Rarity stood up, daintily wiped her lips, and said, "As riveting as this dinner party conversation is turning out to be, I really must be getting home. Nightmare Night is still over a month away and already I've been getting orders and commissions for costumes that I really should get started on. Good night to you all, dears!"

"Uh- Bye, Rarity!" Spike called after her as she left, while the others all began to stand up from the table.

"Yeah, Ah should get home too," Applejack said, "Applebucking starts next week an' then not long after we'll be preparin' fer Cider Season."

"And this time..." Rainbow glared into Pinkie's eyes, "I'm gonna be first in line."

"Whatever you say, Dashie!" Pinkie smiled it off, Rainbow grumbling as she followed Applejack to the door.

"Nice party y'all!" Applejack said as she and Rainbow left.

"I hope you had a nice time, Midnight," said Fluttershy, "I know I did. I enjoy quiet parties like this."

"Have a good night, Fluttershy," Midnight bade her and they watched her leave.

"So, Midnight?" Pinkie looked at him, "Did... did you have a good time?"

"You know what?" Midnight gave her a kind smile, "I did. I can't remember the last time I did something like this. I mean, I love traveling and seeing new places, but... As much as it's been my nature to be alone, I can't tell you how many times it hurt to be. To have someone to talk to, to laugh with, just knowing someone was there with you."

Then Midnight held out his forelegs and Pinkie smiled at the cue, coming over to give him a hug, and he whispered to her, "Thanks for the party, Pinkie."

When they let go, Pinkie looked over to Twilight and said, "Hey Twi, I'll be back tomorrow. I think I have a letter about friendship I'd like to send the princess."

Twilight nodded, "Good night, Pinkie."

Pinkie left, and Spike yawned, "I don't know about you guys, but I am ready to hit the hay."

"Not before you brush your teeth, mister," Twilight gave her assistant a parental smirk. "I better not smell dragon breath tomorrow morning."

"I'm going, I'm going," Spike harrumphed wearily as he went upstairs.

Now that they were alone again, Twilight said to her old friend, "Well?"

"You were right," Midnight shrugged, "Pinkie's heart was in the right place, she's just gotta work on her... tact? Taking a hint? I don't wanna be mean-"

He noticed Twilight raise her brow, and he grumbled, "Oh you know what I mean!"

"Yes, I know what you mean," Twilight said teasingly. "But you'll get used to Pinkie and the rest of our friends as well."

"Which is why I've extended my stay at the Nesting Pegasus," Midnight nodded as he smiled, "I have to admit, Ponyville's growing on me."

"Do you have enough bits for that?" Twilight was concerned, "Maybe... you should look into housing."

"I don't know, Twily," Midnight sat back down at the table, Twilight joining him, "I honestly didn't plan to stay as long as I have already. I had no idea you were here, is the only reason I've stuck around."

"Me?" Twilight was a little surprised, and then noticed the uncomfortable look on Midnight's face. "I mean, I know we were classmates, and I'm glad we're still friends after all these years, but... Midnight, do you like me? Like, like me more than as a friend?"

She then saw the blush on Midnight's face, and couldn't help but smile a little at seeing him shift a little. Seeing the bright look on her face, Midnight decided to `fess up to Twilight and took a deep breath.
"One of the hardest things about growing up under Celestia's care was... I didn't know what I wanted or what I was even studying for. To tell you the truth, I don't think even the princess had a clear idea for me. The future is a scary thing when you don't know what you want to do with your life or if someone's trying to groom you into something you may or may not want to be.

"Then came that day when Celestia came to see me and she brought something with her. Something I wanted to be a part of my future the moment I saw it, the most beautiful thing I'd ever seen."

"Midnight... was that when...?" Twilight didn't dare say it, and felt her heart swell when Midnight looked directly at her and said three little words.

"It was you."

"The day we met," Twilight nodded, "when she introduced us to each other, her ward and her new student."

"I was still a colt then, but I was growing out of the 'girls are gross' stage and... starting to see something else," Midnight confirmed. "When I met you, I saw somepony special, not because my legal guardian had chosen you to be her protégé, I just... felt it."

They held each other's gaze warmly for a long moment before Midnight finally said, "Twilight?"

"Yeah?" she responded.

"Would you... I mean, I understand if you have a schedule or something else going on, but..." Midnight rubbed the back of his neck before finally getting it out, "Would you maybe... wanna go out sometime?"

"Midnight Blaze," Twilight crossed her forelegs while giving him a raised brow, "Are you asking me out on a date?"

"Well, I suppose- Uh, that is... If you don't want to, I-" Midnight flummoxed, only to stop when Twilight put her hoof to his lips, leaving him perplexed, until he saw the smile she was giving him.

"I would love to," Twilight smiled before leaning over and giving Midnight a cheek-to-cheek nuzzle, which he couldn't help but return. When she pulled back, she then added, "I do have to look at my schedule to find a suitable time, but yes, Midnight. Let's go out sometime, and soon."

"Well, good!" Midnight smiled, feeling awkward but happy at the same time as he stood up, "Then, uh... I'll come see you tomorrow, we can talk about it then?"

"Come by around lunch," Twilight invited as she stood up to walk him out. But as he passed the threshold of her door, she said, "Midnight?"

He turned to face her, curious, as she gave him a nice smile and said, "Good night."

"Sleep well, Twily," Midnight replied with a smile of his own as he pulled up his hood, and Twilight watched him leave until he vanished around the corner of a street.

She closed the door behind her and felt a whimsical flutter in her chest that caused her to giggle in a way she hadn't giggled before, and suddenly she gasped, "I have to check my calendar!"

Chapter 4. A Foal's Errand

The Everfree Forest was infamous throughout all of Equestria for being a place of untold danger. Indeed, unlike how other woodland areas across the land were nurtured and cared for by ponykind, the Everfree was the very definition of 'wild'. The animals and monsters, the unpredictable weather and natural hazards, not to mention how the forest seemed far larger on the inside than it did on the outside.

Time and again, explorers had attempted to map out the Everfree, only for those maps to be rendered useless no more than a month later as the environments seemed to shift and grow and change all-too-quickly and seemingly randomly. Very few places seemed consistent, such as the ruins of the Castle of the Two Sisters, as well as Zecora's home.

The zebra mare was on her way to Ponyville, her baskets strapped to her barrel filled with her wares and herbs to be traded and bartered. She did this at least once every two weeks to obtain fresh supplies necessary to her work that she couldn't get in the forest itself, not to mention some ponies looked forward to Zecora's visits because she brought such amazing elixirs and remedies that seemed like miracle cures, more than once Zecora had sold or traded her wares away in a matter of hours. Especially her... aphrodisiacs.

Walking along the path that led out of the forest to Ponyville, Zecora heard a noise that didn't belong in the Everfree Forest, a noise that filled her with confused alarm. Hurrying forward, her eyes fell upon the source of the noise, a crying baby unicorn!

"My oh my, what have we here?" Zecora hurried over and picked up the baby, "There's no need to cry, my dear."

The baby sniffled and snrrk'd but Zecora's kind and warm voice calmed him down as she stroked his mane gently to comfort him before looking around.
"Where is your mama, I wonder. To leave a foal alone is a terrible blunder."

Holding the colt, Zecora looked around the area, but saw no signs of anypony else nearby. The only thing she did find however, was the remains of what must have been a predator's kill. She made sure the foal didn't see it and quickly stepped back, "Perhaps you wandered here from town. I'll help you find home, so don't you frown."

The foal looked up at Zecora with upset eyes, and Zecora gave him a closer look, with his sapphire blue coat, dark mane, and turquoise eyes.

"A handsome little foal you are. Let's be off, it is not far."

At Town Hall, Spike had just dropped off some scrolls for Mayor Mare, "Thank you very much for bringing me these scrolls, Spike. I have to say, it is indeed helpful to have a correspondence with the Princess's court, even if it's privileged."

"Happy to help, Mayor," replied Spike, "now if you'll excuse me, I gotta-"

But before Spike could finish that sentence, the front door to Town Hall opened and in walked Zecora plus one, "Mayor Mare, a moment of your time. Your help for this matter would be most sublime."

"Well, hello, Zecora," greeted Mayor Mare, "it's not often we see you in Town Hall. I take it this visit has to do with that little foal you have with you?"

"Indeed it does, I am afraid," Zecora admitted as she held the baby foal, "To find his parents, I request your aid."

"Say..." Both mares turned to Spike who walked up to Zecora to give the foal a closer look, "This little guy looks an awful lot like Midnight."

Noticing Spike, the baby giggled as mana seemed to concentrate up his little horn and all of a sudden the mares and dragons felt apprehensive as Spike cried out, "He's casting a spell!"

"But he's only a baby! He can' know any spells!" Mayor Mare's eyes widened in disbelief as the baby's horn created a burst of light ,and then a sudden chill!

Looking around, they noticed the whole lobby of Town Hall was coated with frost. Not only that, but Zecora's black stripes were now a pale icy blue, Mayor Mare's mane was big and floofy, like a pile of snow, and Spike's spikes had icicles on them! The baby giggled again before scurrying out the front door, which opened by a turqouise aura, allowing the foal to escape.

"Uh-oh!" Spike had a bad feeling about this, and looked to Zecora and the Mayor, awkwardly saying, "I, uh... I'd... better go after him."

And out he ran, leaving them to deal with the mess, with a heavy sigh.

In Ponyville Park, Fluttershy giggled as she gently threw pieces of feed to the ducklings in the pond.
"Come on, little duckies, come eat your fill. Just don't swim too far from Momma Duck, okay?"

The adorable little ducklings peeped happily as they ate up the feed Fluttershy threw to them, as their mother swam nearby, keeping watch. Fluttershy was glad her new feed was such a hit with the ducklings. It was actually a bad idea to feed pieces of bread to ducks, and after Fluttershy had brought that up with the Mayor, she'd had a sign that read 'Do not feed bread to the critters' in the park, only for several ponies to ignore it. So Fluttershy spoke with her old mentor, Dr. Fauna, and together they had whipped up a suitable kind of feed that would be better for the local critters in the park.

Now there was a vendor who sold the feed at the entrance to the park, where every baggie of feed was just two bits, and the money went into the funds meant for the park's maintenance.

Fluttershy never tired of watching these fluffy little sweethearts swim on their own and hearing their adorable peeps, though she became distracted by a shuffling in some grass at the edge of the pond. It was on the other side, and even though Momma Duck seemed relaxed, Fluttershy couldn't help but feel something was lurking-

*KRA-ZAP/"RAWR!!"*

What appeared to be a flash of lightning flew skyward, and Momma Duck quacked in alarm. Her babies peeped in terror as they splish-splashed their way back to her as she led them away, and Fluttershy yelped in alarm when she heard baby-ish giggling, and saw a tiny blue foal roll out of the grass, laughing his little head off.

"Now that wasn't very nice," Fluttershy softly said in a maternal lecturing voice that the baby couldn't help but notice. "Wherever did you come from, little one, and where's your mama? Wait, you look..."

"Fluttershy, stop him!"

Fluttershy and the baby looked towards the path that led to the edge of the park, and they saw Spike hurrying their way. The baby went "Uh-oh" and started to hurry away.

"Hold on there, little one," Fluttershy went to pick him, "We need to get you to your-"

*FLASH*

Just before Fluttershy had been about to pick the foal up, to her bewilderment, he'd teleported!

"Oh dear, where's he gone?" Fluttershy started looking around as Spike came up to her.

"Fluttershy, you're not gonna believe this, but I think that baby is Midnight!"

"Midnight? Oh my, are you sure, Spike?" Fluttershy asked, sounding a tad skeptical.

"I'm telling ya! He looks exactly like Midnight," Spike swore, "and the way he's using magic when he's only a foal right now?! It has to be him!"

"Well, in any case, we should find that little one and figure out what to do," Fluttershy conceded shortly before they heard somepony yelp in another direction.

"And... that's our cue. C'mon!" Spike and Fluttershy hurried off, hoping to catch up with the rambunctious little rugrat.

Today was Applejack's turn to sell the literal fruits of her family's labors at the marketplace in town. Only today, she'd gone the extra-mile and had brought along several apple-based goods, and they were selling like hotcakes.

"Thank y'all, have a good'un," Applejack wished her latest customers as they walked away with a few jars full of apple sauce. Sighing with satisfaction, Applejack thought, Yesiree, ain't nothin' can ruin mah business t'day!

Then she noticed something out the corner of her eye and gawked to see it was one of her apples, floating in turquoise colored magical aura, "Wha' in tarnation?!"

She looked around, but no unicorns appeared to be using their horns to snatch her apple, so she quickly grabbed it and put it back in the basket along with the rest of the bushel. She nodded and was about to get back to minding the stand when more apples levitated out of the basket and started bobbing around in a circle above Applejack's head, to her bewilderment... when the apples suddenly flinged away in all directions..
"Hey!"

Applejack hurried off to get back her errant apples, leaving her stand completely un-ponied... and one of her glass bottles of apple juice levitated up and then floated under the stand table, vanishing under the table cloth.

Grumbling and complaining about how some of her apples had been bruised as she collected them, Applejack was walking back to her stand when she saw a frantic-looking spike and Fluttershy come her way.
"Howdy Spike, Fluttershy! What's got y'all so hot-hooved, need an outhouse?"

"AJ, you're not gonna believe this," Spike exclaimed, "but Midnight's a baby!"

"Wha'? Now Spike, Ah'm sure wha'ever y'all 'r arguin' about, there ain't no need fer name-callin'," Applejack responded with a raised brow.

"No, Applejack, really!" Fluttershy spoke up, "Somehow, Midnight has been turned into a little foal, and he's running around getting into mischief."

"Huh... Y'know, mah apples wer' actin' funny jus' now," Applejack explained how her apples had been levitated around the marketplace but she didn't see any unicorn messing with her. The looks on their faces caused Applejack to ask, "Y'don' think...?"

"He's gotta be around here somewhere!" Spike looked around and groaned, "But this place is so big and busy!"

"Hold on, Applejack, one of your pies," Fluttershy pointed to Applejack's stand where they saw one of the apple pies levitating and then floating to underneath the table, which was obscured by the table cloth.

"Hmm," Applejack raised a brow and then gently shhhh'd her friends as she gestured them to follow her quietly.

As they got closer to the stand, they heard little mmm's and messy licks and slurps, and then... a foalish groan and whimper of discomfort. Spike reached down and held the table cloth up, revealing Baby Midnight, along with an almost empty glass of apple juice, and the pie was nearly half-eaten. Baby Midnight himself ad a messy and sticky face, that was grimacing and beginning to tear up as he held his little tummy.

"Uh-oh, little colt needs some help," Fluttershy's maternal instincts took over as she gently reached under and picked up little Midnight, who fussed and whined. "There, there, let Auntie Fluttershy take care of it."

She held Baby Midnight just so and gently began to pat his back-

*BURP*

-and the little scamp sighed in relief.

"Heheheh, excuse you!" Spike chuckled.

"Yeah, excuse you fer messin' wit' mah food," Applejack grumbled.

Taking notice of her umbrage, Baby Midnight's horn lit up, causing the half-eaten pie to levitate... and go SPLAT onto the farmer's face, Fluttershy gasping, Spike stifling his laughter, and Applejack sputtering as she wiped off the mess. Then...

*FLASH*

Gasping again, Fluttershy worried, "Oh no! He's gone! I was holding him and then-"

"He's teleported, and there he goes!" Spike pointed down the way, and they saw Baby Midnight once again scurrying off as fast as his little hooves could carry him.

Growling, Applejack yelled, "After him!"

Unfortunately, the chase of Baby Midnight led Spike, Fluttershy, and Applejack through the Marketplace, which was still a little crowded with shoppers and vendors. Though Applejack caught sight of Midnight scurrying out of the Marketplace to one of the main streets of Ponyville, upon getting out of all the hullabaloo, they soon saw that Midnight was nowhere in sight!

"Oh no, where'd he go this time?!" Spike fretted.
"Oh dear, he could get hurt, or-or what if he catches a cold?" worried Fluttershy, "The chill of Fall has been settling in lately!"
"Now calm down, y'all," Applejack tried to assuage them, "so far, he's been kinda naughty. Ah'm sure if we keep our eyes open he's bound t' cause some kind o' ruckus."

Almost as if on cue, they all flinched at the sound of chaos and turned to see Carousel Boutique, from which they heard screaming, flashes of light coming from its windows, the building itself appearing to shake and shiver as if it was experiencing extreme discomfort before a sewing machine was launched out one of the windows, shattering the glass, and several dresses flew out and around as if they were ghosts, and Applejack lamely said, "Ah think we may have found Midnight."

"Augh, come on!" Spike urged and they hurried to the boutique, able to hear the screams inside more clearly.

"STOP! EEEK!! PUT THAT DOWN- I'M WARNING YOU, YOUNG COLT!! COME BACK HERE!! Wait... What are you- No... No. NO! NO!!!"

*CRASH/RIP/SHATTER*

The front door blasted off its hinges, Spike, Fluttershy, and Applejack diving to the sides to avoid the errant piece of wood... when out ran Baby Midnight, looking upset as he shook off what appeared to be a baby colt's sailor suit, and Rarity came out as well, her mane disheveled, her work glasses askew, and looking like she'd just been through such an ordeal.

"Where is he...? WHERE IS HE?!" Rarity seethed with outrage.

"Rarity, what th' hell happened?" Applejack asked as she, Fluttershy, and Spike hurried over.

"Oh-ho-ho! I'll you what happened, my friends," Rarity responded with a slightly unhinged smile, "I've just decided that I will never become a mother! EVER!!"

"Now, now, Rarity, I'm sure Midnight didn't mean to cause trouble," Fluttershy assured, only to get a stink eye from Rarity.

"Midnight?! Whatever are you talking about, Fluttershy?!" the diva demanded, "I just happened upon this young foal with nary an adult nearby, looking lost, upset, and dusty, and I offered my compassion to the little one. I brought him to my home to give him a bath, and then I had one of my... I-DEAs and thought it would be a perfect opportunity to model some foal clothes I'd been tinkering with! But the first outfit I put on him, he raises a fuss, I try to calm him down, and then he has a magic surge! You can see the results for yourself!!!"

She gestured to her broken window, the ruined sewing machine and dresses, and looking in the path Baby Midnight had fled, she sighed, "And he threw off that darling little sailor suit I made!"

"Well, uh, Rarity," Spike chuckled nervously as he started picking up the clothes for Rarity, "We think that baby colt is actually Midnight and something's happened to him to turn him into a baby. Maybe he's just... confused or upset?"

Rarity narrowed her eyes, "I suppose... Be that as it may, if that is Midnight, then once he's returned to normal I intend to have a word with him!"

"Well, we'd better get a move on an' catch up wit'em," Applejack advised, "We gotta find him an' get `im t' Twilight. Maybe she can figure out how he's been... foal-ified an' turn him back t' normal."

"C'mon, sweetie, open up for Auntie Pinkie Pie!"

"No!"

"Eep!" Pinkie ducked as the baby colt threw a cupcake at her. "Okay, no go on cupcakes... What about a doughnut? You like doughnuts?"

She offered a doughnut to the colt who was sitting in the middle of the floor in Sugarcube Corner, but the baby gave it one look and said in his foalish voice "No!" and took it in his magic to throw it at Pinkie, who caught it in her mouth this time.

"Nopony's ever turned down one of these before," Pinkie wondered after eating the doughnut.

Earlier, Pinkie had been hopping back to the bakery after making a delivery for Mr. Cake when she'd spied this little guy out in the open, shaking off some funny little hat that he obviously didn't like. Seeing the little one not looking happy, Pinkie had snatched him up and declared that nothing turns a frown upside-down like something sweet.

Alas... her theory appeared to be getting debunked, as she offered treat after treat to the baby, and he just kept throwing them at her.

"C'mon, Pinkie, think!" Pinkie puzzled as she turned around to look at the Sugarcube Corner cook book, "I tried cupcakes, doughnuts, muffins, pies, candy, chocolate, cookies-"

*CHOMP/"EEP!"*

Pinkie turned around and saw the baby unicorn was chewing on her long floofy tail, "Now, baby, let go now. That's not cotton candy, even though I know it looks like cotton candy! I mean, it'd be really interesting if it was cotton candy but then I'd eat it and I wouldn't have a tail at all and- Ow!"

The colt was now pulling on Pinkie's tail with surprising gusto, Pinkie trying to reach him but the little foal somehow kept his distance and his mouth secured onto Pinkie's tail.
"C'mon now, baby, that's really starting to hurt! Let go of Auntie Pinkie, please?!"

She kept turning around in a circle, trying to reach the unicorn foal but the foal kept moving back and staying out of her reach, ignoring her pleas as he continued to chew on Pinkie's tail. Very quickly did they pick up the pace, going round and around faster and faster, until finally, Pinkie was going nuts and not thinking straight. She had started to go so fast that she was swinging around, the foal hanging onto her tail for dear life, and starting to tear up in fear. But the pain and ridiculous situation was getting to Pinkie, her eyes starting to see red as she finally gave a mighty swing of her tail shrieking, "Get... OFF!!!!"

"EEEEEEEEEEEEEeeeeeeeeeeeeeeeeeeeee......." cried the foal as he was sent hurtling out the window after finally losing his grip on Pinkie's tail...

...

...

...

"AAAAAAAAAAAUUUUUUUUUUGGGGGGHHHHHH!!!!!!!! WHAT HAVE I DONE?!?!?!!?!" Pinkie screamed in abject horror just a few seconds after realizing her whoopsy before she hurried outside-

"OOF!" "OW!" "AUGH, MY HOOF!" "Ouch..."

"Applejack! Fluttershy! Rarity! Spike! We gotta catch the baby unicorn!!" Pinkie hopped out of the pony pile and the others all HUH?!'d in response before they disestablishment themselves and followed after Pinkie and her line of sight and all yelled and cried out in panic to see the sapphire blue Baby Midnight still hurtling through the air.

"Pinkamena Diane Pie, what in Faust's name did you do?!" shrieked Rarity.

"I didn't mean to! He was hurting my tail!" whined Pinkie with a guilty grimace.

"Fluttershy, ya gotta fly up there an' catch `im!" Applejack

"Hold on, look!" Fluttershy pointed with her hoof and everyone saw it.

Baby Midnight was hurtling straight towards a little cloud... with Rainbow Dash napping on it!

Spike cupped his mouth and shouted, "Rainbow Dash! HEAD'S UP!!!"

All the excitement disturbed the slumbering pegasus' blessed wink and she groaned while sitting up and yelling, "Hey! Can you jerks keep it down?! I'm trying to-"

"Rainbow Dash! Catch him!" Fluttershy called to her friend.

"Catch whooooAAAAUUGGGHH!!!" Rainbow Dash cried out in alarm to see a baby foal coming her way. "I gotcha! I gotcha!"

She pumped her wings to take flight, held out her forelegs and....!

"GOTCHA!!" Rainbow Dash caught the baby and held him up victoriously, though his terrified crying was ruining the moment. "Uh- Oh, it's okay, little guy! No need to cry!"

The Baby just kept crying, too scared and wound up to hear any words of comfort, to Rainbow Dash's own discomfort, "Augh, whadoo I do, whadoo I do?!"

"Rainbow Dash, bring the poor dear down!" Rarity suggested, "He's scared to death, as it is."

"Oh, right," Rainbow Dash carefully placed the crying foal on her back and very gently and slowly flew down to her friends, "See? Easy-breezy, you can stop crying now! Anypony know whose foal this is?"

"Uh, that's the thing, Rainbow," Spike spoke up, "I'm pretty sure that's Midnight."

"What?! Heheh, no way!" Rainbow Dash chortled at the absurdity.

"Really? This is Midnight as a baby?" Pinkie gave Baby Midnight a closer look, then noticed the little guy looking uncomfortable. "Hey, he's making a funny face."

"What is it now? Upset tummy? Nausea?" Rainbow Dash scoffed, only to freeze and drop her jaw when she felt something warm and wet on her back, where Midnight was sitting.

The others all grimaced in disgust as well, Rarity sympathetically assuring, "I'll arrange a visit to the spa for you."

"He did not...!" Rainbow Dash began to shake with outrage, and Baby Midnight took that as a cue to skedaddle as he hopped down from Rainbow's back and hurried off as quickly as his teeny hooves could carry him.
"Oh, you are DEAD, kid!!!"

"Rainbow Dash!" Fluttershy admonished her friend, "He's just a baby, and he doesn't know better right now. Besides, when a baby has to go..."

"Speaking of, looks like he's going that way," Spike pointed down the street Baby Midnight was hurrying. "C'mon!"

The five mares and little dragon pursued the baby unicorn, who was surprisingly quick for a tiny guy. Growling in impatience, Rainbow Dash snapped, "Oh forget this, I'm nabbing that anklebiter now!"

Rainbow Dash spread her wings and launched herself upwards before diving towards Baby Midnight. Hearing her coming, Baby Midnight gasped and covered his eyes, his horn lighting up in response to his fear. A nearby pan from a pots & pans vendor pony levitated up and over in front of Baby Midnight-

*KLANG/plop/"...ow!"*

The others winced at the sight of Rainbow face-planting herself into that pan at such high speed as she plopped down to the ground, dazed and black-eyed. The pan dropped, Baby Midnight peering between his hooves and couldn't help giggling at the funny faced rainbow pony, when he heard, "Rainbow Dash!" "Are you okay?"

Seeing the other big ponies and the dragon coming, Baby Midnight immediately turned tail and ran. Pinkie followed after him, yelling, "Wait up, Baby Midnight!"

The others checked on Rainbow Dash, whose eyes wouldn't stop spinning as she moaned in a daze.

"C'mon, Dash, snap out of it. How many hooves am Ah holdin' up?" Applejack prodded while holding up one.

"No, Daddy, I don't wanna dance in the air recital..." mumbled Rainbow Dash in response.

"She's fine," Spike sighed wearily before he realized, "And Pinkie's gone after Midnight!"

"I'll stay with Rainbow, you all go ahead," Fluttershy suggested, "we;'ll catch up."

"C'mon, Baby Midnight! I'll make you lots of yummy treats if you'll just stop!" pleaded Pinkie Pie as she hopped after the felonious foal.

Baby Midnight peered over his shoulder and blew her a raspberry when he noticed a pony pulling a wagonful of sacks of potatoes, and the devious little stinker lit up his horn. One of the sacks spilled open, causing dozens of potatoes to roll out onto the ground... and in Pinkie's path! Seeing the hazard before her, Pinkie cried out in alarm as she couldn't stop herself mid-hop and slipped on a potato, shrieking, "LOOK OUT!!"

She scrambled to keep steady but the potatoes beneath her hooves caused her to fall into the wagon with such force several potatoes were mushed up, bits of them flinging through the air. Shaking off the daze, Pinkie noticed some mashed up potato on the curled forelock of her mane and gave it a lick.

"Hmm, needs gravy," she commented.

"Pinkie Pie, y'all okay?" Applejack hurried over to her friend while Rarity continued the pursuit.

"See to Pinkie, darling," Rarity called out over her shoulder, "I'll handle this!"

Noticing he was still being chased, Baby Midnight was finally beginning to panic, because he was already getting tired from so much running, magic, and mischief. He finally began to slow down and pant, only to be levitated up in Rarity's magic. Unable to get loose and starting get scared, Baby Midnight began to wail as Rarity levitated him closer to her.

"Now, now, darling," Rarity responded in a parental manner akin to how she sometimes spoke to her little sister, "It's time to calm down and be a good little foal."

Baby Midnight started to fuss and then his horn lit up, alarming Rarity, "Oh dear... Now darling, let's all just calm down on-"

Her sentence was interrupted as something cold and wet poured over her head and then what appeared to be a bucket came down on her head, causing discomfort for her horn and making her unable to see! She shrieked as her telekinetic hold on the foal faltered, allowing him to drop down onto the ground and scurry away while Rarity was too distracted to notice.

"AUGH!! What is this?!" she screamed, forcing the bucket off of her head and then smelling it. "Lemonade?! AAAAAAUUUUGGGGHHH!!! My beautiful mane is going to be so sticky! Wait! My mane.... A mirror, I need a mirror!!"

Noticing a mare looking at her compact, Rarity took it without asking to see her reflection... and shook at the sight of herself! She could already feel her mane getting stick from the lemonade in it drying under the sun, her makeup was beginning to run, and her face twisted into an ugly expression of outrage, as she seethed, "When that foal is a stallion again...!!"

"Um..." Rarity looked at the mare who gave her a look, "Can I havce my compact back? And if you're looking for a foal, a little blue unicorn colt just ran down that way."

The others caught up and before long the five mares and dragon hurried down the street the mare with the compact had pointed out to Rarity, but only saw passerby.

"Where'd he go this time?" Applejack panted as she fanned herself with her hat. It'd been a long day, after all.

"I dunno, but I'm gonna-!!" Rainbow Dash paused mid-sentence when she saw the look Fluttershy was giving her. "I'm gonna... make sure he's safe and sound."

"Nice save..." Fluttershy deadpanned.

"Hey, there's the library," Pinkie pointed out. "I think we should tell Twilight what's going on."

"Good idea, Pinkie Pie," Applejack led the others to the library and knocked on the door, "Twilight! We gots us a situation tha' needs yer attention!"

"Just a minute!" answered Twilight and a few minutes later, she answered the door... and she wasn't alone. "Hi, everypony. do you know if anyone is missing their foal?"

The rest of the Mane Six and Spike were a little speechless to find Twilight was gingerly holding Baby Midnight, who was sleeping softly and quietly in Twilight's gentle hold, like a little angel.

"Uh, yeah.... Twilight?" Spike raised a claw, "You're probably gonna wanna sit down for this."

After a long and detailed story, it was Twilight's turn to be speechless as she gaped in disbelief at the baby colt she was holding, who'd woken up a little ago and was smiling at her with an adorable baby laugh.
"Well... he certainly looks like Midnight, but he doesn't have his cutie-mark."

"But Twilight, all the magic he's done?" Spike brought up, "Even for a baby unicorn, that's really unusual"

"He's made a mess of my work and my mane!" whined Rarity.
"He messed with' mah apple stand," added Applejack.
"He peed on me!" Rainbow Dash snapped indignantly.

"Oh, speaking of which," Fluttershy held up a diaper, "I asked Mr. and Mrs. Cake for a spare before we arrived."

"Let me take care of that," Twilight gently laid Baby Midnight down, accepted the diaper from Fluttershy, and secured it around his little bottom as he squirmed a little with a cute giggle.
"Now that that's taken care of... Let's say you're all correct, that this is Midnight. How did he get this way?"

"We don't know," Fluttershy replied. "We just saw him running around like this, and when we tried to get him and calm him down, he started getting into mischief."

"Maybe Midnight did this to himself by accident," Twilight theorized, "he does like to experiment with his magic. Hold on..."

Twilight lit up her horn and everypony watched as she levitated out several magic books and started leafing through them, obviously looking for an explanation or perhaps a solution to this infantile issue. After a few minutes of researching, she nodded and set the books aside before asking, "Fluttershy, can you please place Midnight on the floor in front of me?"

Fluttershy did so, Baby Midnight babbling curiously at everypony looking at him as Twilight said, "If this is the work of a spell gone wrong, then this counter spell ought to undo the effects and turn him back to normal. Silence, please..."

They all watched quietly as Twilight took a deep breath and concentrated her mana to her horn while focusing on the counter spell. Baby Midnight's little turquoise eyes widened with wonder as he went, "Oooh...!"

Then, ribbons of magic unraveled outwards from Twilight's horn, before they moved forward, encircling around Baby Midnight with an eerie motion, a radiance lighting up the space within, causing Baby Midnight to glow and begin to rise up as he happily clapped his hooves, loving the pretty lights and floating like a bubble. Everypony held their breath as the ribbons of magic enfolded around Baby Midnight, hiding him from their view. The atmosphere in the library intensified, as did the magic while it formed a sphere around Midnight...!

And burst into a shroud of sparkling luminescence, causing everypony to shield their eyes from the brightness, and then moments later, it dimmed. Everypony looked and saw that Midnight... was unchanged!

He was still a baby, and now he was napping on the floor, looking adorably peaceful.

"Well that didn't work," Spike deadpanned, and the mares all groaned.

"I was afraid of this," Twilight gently levitated Baby Midnight onto her sofa and cast a muting sphere around him so their conversation wouldn't wake him up. "If my counter spell didn't work, it can only mean that this didn't happen to Midnight because of some kind of spell."

"A potion perhaps?" Rarity suggested.

"Maybe? I'm just not sure at this point," Twilight fretted, "If I can't figure out how to return Midnight to adulthood, I might have to contact Princess-"

"Up-bup-bup!" Pinkie Pie piped in, giving Twilight the stink eye, "You Pinkie Promised, Twilight!"

"I know, Pinkie, but if I can't figure out how to undo what's happened to Midnight, I don't know who else I could talk to!" Twilight reasoned.

"Hold on... I think I might know who else you could! "Spike perked up, all eyes turning to him, "I first saw Midnight the way he is over at Town Hall. He was brought in by Zecora, who was asking Mayor Mare if somepony had lost their foal!"

Gasping, Twilight smiled, "Spike, that's brilliant! Maybe Zecora can figure out how to change Midnight back!"

"Uh, do you mind if Rarity and I have a quick shower, Twi?" Rainbow Dash asked with a grimace on her face.

That's when everypony finally started to notice the unpleasant odor of urine.

Later, at Zecora's hut...

"Hmm, indeed I found Midnight this way," she said after examining the squirmy foal, who giggled from the way Zecora's examination had tickled him. "though I thought him a lost foal astray."

"Can you change him back, Zecora?" asked Twilight, everypony else behind her. "I've already tried a counter spell but I don't think a spell is what caused him to turn into a baby."

"A spell did not do this, true," Zecora nodded before saying, "I believe it might have been those leaves of blue."

"'Leaves o' blue'?" echoed Applejack in confusion.

But Twilight got it as she gasped, "Poison Joke!"

"Then all he needs is the cure," Spike added.

Twilight floated Spike onto her back and said, "Guess we're going to the spa!"

Lotus and Aloe got to work preparing the bubble bath cure for Poison Joke, bringing out a modest wooden tub at Twilight's request.

"If this is the work of Poison Joke," Twilight reasoned, "then once Midnight turns back, he'll have enough room in the tub to grow in."

"I'm going to have some choice words to say once Midnight is himself again," Rarity frowned at the little colt that Spike was holding, as Baby Midnight was sucking on his hoof, looking around the spa with foalish curiosity.

"Now, now, Rarity, he's only a foal," Fluttershy tut-tutted, "we can't hold anything against him for the things he did today."

"Speak for yourself," Rainbow Dash harrumphed, "you weren't involved in his 'accident'."

"Ah'm still a lil' saddle-sore muhself, Dash," Applejack spoke up, "but we don' even know if Midnight'll remember wha' he did as a foal."

"Yeah, after all, colts will be colts," Looking back, Pinkie thought it was kind of fun how her little one-on-one experience with Baby Midnight went, and how cute it was the way he said 'NO'.

"Ze bath is ready, Miss Sparkle, and ze water is warm," Aloe declared.
"Plus we ze bubbles will make it fun for ze little darling," Lotus added while giving Baby Midnight a tickle on the tummy.

"Alright, everypony, here goes nothing," Twilight very gently lifted Baby Midnight up from Spike's hold in her telekinesis and slowly lowered him into the tub.

Baby Midnight fidgeted a bit from getting wet but was quickly placated by the fluffy white bubbles around him. He giggled and began to enjoy himself as he splashed around, sending bubbles up into the air, blocking him from everypony's view. They still heard his giggles, which began to deepen a little before turning into a confused "Huh?" The bubbles finally cleared, by popping or floating out of the way, and there he was.

Midnight was a stallion again, sitting in a tub a little too small for him, wet and covered with soapy bubbles, looking dazed and confused, looking around in an absentminded manner.
"Wha... where am I?"

"Midnight? Are you okay?" asked Twilight, concerned.

"I think so, I just..." Midnight rubbed his head. "I feel like I woke up from a really long sleep."

"Well, take a moment to clear your mind," suggested Twilight, "and think back. What were you doing before you... fell asleep?"

"I..." Midnight furrowed his brows as he concentrated before perking up, "Oh yeah! I was on my way to meet Zecora in the Everfree Forest. I was gonna talk potions with her and see if she'd be willing to sell me any of hers, or at least some ingredients."

"And then?" pressed Spike.

"And then..." Midnight put his hoof to his chin, trying to remember, "I think I saw... some blue plants. Yeah, I gave them a look, then I felt woozy and... I guess I dozed off."

"Well that explains everything," Spike held his hands up in an 'oh well' manner.

"WHY AM I WEARING A DIAPER?!?!"

All eyes turned back to Midnight, who'd stood up from the tub and was gaping in abject horror of the diaper on his backside, sagging from the bathwater... and everypony burst out in laughter.

"Y'know, I was gonna read him the riot act for all that he did today..." Rainbow Dash leaned towards Rarity and Applejack, whose laughing smiles mirrored hers.

"Quite, dear, I think this little embarrassment is punishment enough," agreed Rarity.

"Sweet mother o' Celestia, wha' Ah wouldn' give fer a camera right now!" added Applejack, the three of them laughing harder as Midnight was looking almost as red as Big Mac while trying to rip the diaper off, ignoring Twilight's giggling attempts to calm him down.

Chapter 5. A Friendship Forged

It was late in the morning around Ponyville as Midnight followed Twilight's directions towards his destination. Earlier, he'd visited the library, asking Twilight if Ponyville had any metal workers and she'd suggested a smith by the name of Smoldering Anvil, who ran a forge from his home.

He'd forgone his cloak today and wore only his saddlebags, carrying something of considerable worth to Midnight, as he hoped this Smoldering Anvil could spruce it up. As he walked to Smoldering Anvil's place, Midnight was contemplating his stay here in Ponyville.

He'd stayed much longer than he'd intended and although his wanderlust was beginning to call him back to the road, he found himself more and more reluctant to leave. It was Twilight, he couldn't deny that to himself, and if he was being completely honest with himself, he had to admit that Twilight's friends were beginning to grow on him as well, even though he still didn't like Rainbow Dash much and was still sometimes annoyed by Pinkie Pie and Rarity's stuffiness was a different kind of annoying.

But then his destination was in sight and Midnight felt a pang of disappointment to see two earth pony stallions apparently packing up a wagon with furniture and other things. The younger stallion was tall and though he had a noticeable paunch he looked quite sturdy. His coat was canary yellow, his mane a dark brown, and his cutie-mark was an anvil. The older stallion had an amber orange coat that looked faded due to his age, his mane was gray, five o'clock shadow, and green eyes that yet retained some twinkle to them. He was on the sturdy and corpulent side as well, only his flanks were a little junkier, and they sported an anvil surrounded by blistering sparks as a cutie-mark.

"Well, that's everything," the older stallion sighed as he secured his belongings into the wagon before turning to the younger, "Are you sure about this, Terra?"

"I am, Grandpa," answered the young stallion called Terra, "Ponyville will be a great place to make a fresh start, and with me taking over your forge it'll still have a smith to offer his hammer and anvil to anypony in need of metalwork. Even if the work of Terra still has a way to go before it can compare to the work of Smoldering Anvil."

The grandfather, Smoldering Anvil, chuckled warmly as he then pulled his grandson into a strong embrace, "That does set my heart ease and I'm sure Ponyville will make you happy, grandson. Guess I'll be headed to the station."

Terra helped his grandfather strap himself to the wagon and said, "Give Dad and Pop my love when you see them in Canterlot."

"Oh I will, and you take care," Smolder gave his grandson a parental look, "Mind the fires of the forge, make sure the bellows work right, keep your tools organized, and your workspace clean. Good luck, Terra."

"Who needs luck when you've got skills hammered into you by one of the best smiths in all of Equestria?" Terra gave his grandfather a good-natured shove in the withers and the two laughed as Smoldering Anvil took his leave.

Terra turned to look at his new home, smiling at the workspace and took a deep breath, "Well then, may as well get this place started."

"Uh, hi?"

Terra looked to see he had a visitor as Midnight approached, "Sorry to bother you, but I couldn't help but overhear. You're taking over the smithy? Because I need something worked on and a friend of mine directed me to Smoldering Anvil's forge."

"Oh yeah, hello!" Terra was pleasantly surprised to see he wasn't even open yet and here was his first customer. "My grandfather's retiring and going to live with my folks in Canterlot. I volunteered to take over the forge for him and move here to Ponyville."

"Welp, be on the lookout for a pink earth pony named Pinkie Pie," chuckled Midnight, "Every newcomer gets a 'Welcome to Ponyville' party thrown by Pinkie Pie."

"I'll keep that in mind. So!" Terra cricked his neck and rolled his shoulders, ready for work, "What do you have for me?"

"How would you like to spruce up an ancient artifact?" asked Midnight as he opened one of his saddlebags and levitated out an old-looking shield. It was bronze engraved with the image of a winged four-point star over laurel leaves, causing Terra to gasp in utter disbelief!

"Th-th-tha- Is it...?! No, it couldn't be!" Terra gave the shield a closer look, holding his hoof to it yet not quite daring to touch it. "That's not... the fireproof shield Netitus!?"

"My friend, it is the fireproof shield, Netitus," Midnight nodded with subtle pride as he allowed Terra to hold it. "Wielded ages ago by the legendary hero and Cloudsdale Royal Legionnaire, Flash Magnus."

"...How?!" Terra could not believe he was holding Netitus in his own hooves! "According to legend, Netitus was lost well over a thousand years ago!"

"It's actually an interesting story," Midnight chuckled as he then pointed out the shield had a couple damages and could do with some polishing to restore its luster, "one I'd gladly share with you once it's fixed up."

"I-I'd be honored!" Terra smiled at Midnight before looking uncertain, "Mister...?"

"Blaze, Midnight Blaze," Midngiht answered, "and don't call me mister. I wager we're around the same age."

After giving Netitus a thorough examination, Terra reported, "Well, the good news is, the damages are superficial. I should be able to make the shield as good as new."

"And... the bad news?" Midnight raised a brow.

"The bad news is, Netitus is forged of a unique mixture of rare metals and ore," Terra went on. "This unique blend of ore, minerals, and metals are what makes it so fireproof that not even dragonfyre or lava can damage it. Which still begs the question, how do you have it?"

"Before I came to Ponyville, I've been a traveling merchant," explained Midnight, "Been to many places, seen all sorts of amazing things, and picked up some unique mementos and treasures throughout my travels. I found Netitus in the Dragon Lands, where some punk teenaged dragon was using it to ride rivers of lava!

"Seeing such a storied weapon reduced to a dragon's toy?! I killed that beast and claimed Netitus for myself."

"You killed a dragon?!" Terra gaped in shock.

"It was only an adolescent," Midnight shrugged it off, "and even though his gang weren't too happy about it, I challenged him to a dragon's duel. Killing him was acceptable if he didn't submit or otherwise."

"I see..." Terra wasn't sure he liked the way Midnight was dismissing his killing of a dragon, even if the dragons' culture deemed it acceptable. "Well then, why haven't you given Netitus to a museum or something? It's a priceless artifact, associated with one of the greatest heroes in pony history."

"That's my business..." Midnight answered firmly, "Besides, in a museum, Netitus would be just another relic gawked at day after day. Though I won't deny it'd be awesome to figure out how Netitus was forged and recreate the forging techniques to make more fireproof armaments."

"Well, in order to get the shield back to perfect condition, I'm gonna need some rare ores," said Terra, "maybe some diamond to reinforce the stoutness, among other things. But you can't find what we need around Ponyville."

"Well... I think I know a few places we could try searching," Midnight said reluctantly.

The "few places" Midnight had suggested, they turned out to be rather unsafe locations. First, they tried the Ghastly Gorge, only to come all-too-close to getting eaten by the native quarray eels. Next, they tried a rocky field Rarity had mentioned to Midnight once before as it was a place she used to visit to dig up gemstones. The two of them found themselves confronted by diamond dogs that wanted to enslave them, which turned out to be a mistake after Midnight zapped their behinds while Terra bucked them in the faces. Afterwards, they found themselves on their way to their last destination, which lay within the Everfree Forest.

As they entered those woeful woods, they were actually sharing a laugh as Terra said, "Did you hear the way that diamond dog whimpered after I bucked him in the nards?"

"Heh, I could almost feel his pain!" Midnight laughed in response, the two of them enjoying each other's company as they ventured into the Everfree.

Once they paused a moment to catch their breath, they took in the mysterious forest around them, notcing how oddly quiet it was. That wasn't to say the Everfree was completely silent. They heard faint chirps of birds, the cry of a cicada, and even the distant roar of a beast that sounded far away. It made Midnight think about how harrowing the day had been so far, and looking at Terra, he felt guilty.

"Say, uh Terra." Terra looked to the sapphire blue unicorn, who seemed down as Midnight went on, "I'm sorry for dragging you all over the place, all this danger."

"Are you kidding?! I can't remember the last time I went on an adventure like this," Terra shrugged it off with a smile, "I mean, yeah, nearly getting eaten by that eel was scary, but it was still kinda thrilling, and it felt good to pound on those diamond dogs. I've heard that they abduct ponies to make into slaves. Not to mention, I'm gonna get to repair the legendary Netitus! Well, as long as we can find the right materials."

"We managed to find a few good ores," Midnight said as they walked to the top of a hill and gazed down the other side, and they saw their destination. "But let's see what more we might find here. Guess I can cross the Castle of the Two Sisters off my list of places I've visited."

There it stood, ancient, decrepit, yet still standing after a thousand years of neglect and abandonment. Once so long ago was this the seat of Equestrian power, until the first defeat of Nightmare Moon and Celestia had Canterlot constructed upon the face of Mount Canterhorn. It was a grand sight but at the same time somewhat depressing.

"Welp, we aint' gonna find nothing standing here," Terra took the lead but as Midnight followed, he couldn't help but feel a strange chill in his coat as they approached the ruined castle.

Venturing in, the two stallions gazed up and around at the grand hall, noting the twin thrones and banners above them depicting which princess sat where. Much had worn or crumbled away from the passage of time and yet it instilled a feeling of awe and greatness as Midngiht and Terra entered, their hoofsteps echoing around them.

"Wow... Can you even imagine the histories that transpired within these walls?" asked Terra, his eyes as wide as dinner plates. "It's kind of sad to think it was all just left to languish like this."

"Well, after Princess Celestia was forced to banish her sister all those years ago, she could no longer call this place home," replied Midnight, recalling those times when he'd seen his old guardian crying in the privacy of her bedchambers. Unwilling to allow her subjects to see that side of herself. "Too many memories..."

"How do you know that?" asked Terra, looking to the blue unicorn, who reluctantly sighed as he looked back.

"Because I was once Celestia's ward."

"Her war- What?!" Terra gaped in shock, "You mean... she adopted you?!"

"I was left as a baby on the doorstep of an orphanage in Canterlot," explained Midnight as they walked around, exploring, "When I was still a baby, just about to become a toddler, I was able to use my magic in ways considered too advanced for a unicorn of that age, and I was well past the age of experiencing magic surges.

"The matron called upon Celestia for help, and the princess took me in, seeing me as raw potential she wanted to polish into greatness."

Terra noticed Midnight's tone turned resentful, "And... did she?"

"No, because when I was twelve, I'd had enough of her pressuring me," Midnight answered, his eyes narrowed, "So I ran away and have lived on my own ever since. I've traveled to many lands outside of Equestria, learned magic while experiencing a great many things the world has to offer. I've had my share of near-death experiences, Terra, and despite the hard times I've been through I wouldn't trade any of it for a cushy life as a pompous unicorn noble in Canterlot under Celestia."

"...Was she really that bad?" asked Terra, sounding concerned.

It was a long moment before Midnight finally answered, "Not all of the time..."

Terra felt he should say something although he felt defending the princess might not be the right thing to say. So he took a deep breath and spoke, "I didn't grow up in the castle, but my dad is the Royal Blacksmith. It's his job to make armor for the Royal Guard, as well as repairs and improvements. My dad would bring me to his work every now and then, show me his work. When I was old enough, I started learning from him, because it was a family tradition to train a smith for each new generation."

"Family traditions, huh... Sounds nice," Midnight said softly, sounding a little sad.

Realizing that family was a probably touchy subject with Midnight, Terra quickly took the conversation in a different direction, "So! Uh, Midnight, how long have you been living in Ponyville?"

"...I've been here about a month," replied Midnight with a shrug but the look in his eyes seemed better, "Longer than I originally intended, but when I ran into my old friend Twilight, I decided to stick around for a while."

"Twilight?" Terra raised a brow as the two continued to walk almost aimlessly through the dark and abandoned halls of the castle ruins. There was an awkward silence between the two. During that time, Terra couldn't help but sneak quick little glances over at his new friend that walked beside him and admire the stallion.
"This Twilight a looker?"

He cringed at the furrowed brow Midnight gave him and backpedaled as Terra held up his front hooves in surrender, "I was only asking, I swear! Besides, uh my... barn door swings the other way."

"Hmm," Midnight left it at that as they carried on.

"Say, when we get back to town, you think you can show me around a bit?" asked Terra. "I was planning to explore Ponyville after I got settled in, but here we are."

"Sure, we can do that tomorrow," offered Midnight, "It'd be cool to hang out with another guy. Twilight and her friends are growing on me, but a stallion can take only so much time with mares-"

*Ker-chick*

Midnight and Terra froze, hearing that strange sound and Midnight looked down to see his hoof was standing on an old panel in the floor that had given way under his step. They slowly shared a troubled look, having a bad feeling about this... when the floor gave way underneath Midnight and he screamed as he was swallowed up by darkness and the floor quickly closed up afterwards.

"Midnight!" Terra crouched down to the trapdoor, pressing his ear against it, but already did Midnight's screams recede, and Terra beat against it, trying to open in, "Midnight!!"

Midnight cried out as he was deposited into a dark space, sent tumbling horn over hoof before he came to a bruised stop. Groaning in pain, he managed to stand himself up despite his sore flanks and lit up the tip of his horn to find himself in what appeared to be a long and dismal hallway. Looking up, Midnight was dismayed when he couldn't see exactly from where he'd dropped into this situation. No tunnel, no opening, nothing to indicate a way back up. Just a flat ceiling.

Sighing, he looked down the hallway again, and thought to himself, Well, nothing else to do but try and find Terra.

But as he ventured forward, Midngiht felt a strange chilly breeze softly blow over his withers, which caused him to shiver as it strangely felt as thought something or someone had just breathed on him.

Terra pressed the side of his face to give the floor a closer look as he examined the spot where a trapdoor had suddenly swallowed up his new friend Midnight, but after Midnight had fallen in the trapdoor had quickly shut closed and it seemed as though it had vanished entirely. Terra desperately tried to feel he way along the floor in hopes to find the trap door or even the switch that opened it to begin with, all the while calling for Midnight in hopes to get some kind of response.

He found and received nothing.

Sighing, Terra stood up as he looked around, "Maybe if I just explore a little, I'll find Midnight."

But just before he could choose a hallway or door to take, Terra felt a warm sensation he couldn't queite describe, only that it told him one thing.

He was not alone.

Taking a more careful look of his surroundings, he caught sight of a figure at the end of the nearest hallway. It was too far to see it in detail, only that the figure gave off a soft and gentle glow of faint yellow. Terra froze, wondering if he was looking a t some kind of a ghost, except he didn't feel like this presence meant him any harm. There was only a gentle vibe of comfort of sorts, when the figure turned, revealing it was shaped like a pony but quickly vanished around a corner.

Gulping, Terra thought, I hope I'm not doing something stupid, as he went down the hallway and took the direction he'd seen the figure go.

There it was again, down the hallway, still too far but a little closer. The figure seemed to have a coat of pale gold and a mane and tail faint silver, and it still gave off a glow of gentle yellow. Judging from the distance, Terra could tell this pony-like presence was rather tall and since it lacked a horn or wings it was most likely an earth pony.

"H-hello?" he called out to the figure.

It didn't answer. Again it vanished around another corner at the end of the hall, so Terra continued to follow. Coming around the next corner, Terra froze to see the figure was much closer, close enough that the could tell it was a stallion and that the figure was large and strong and looking back at Terra with soft orange eyes that reminded Terra of the warm coals of a forge.

The figure seemed to smile as he entered a doorway and when Terra followed, he saw the figure had led him to what appeared to be a library or reading room, evident by all the books inside. But the figure was gone!

"Uh... was-was I seeing things?" Terra wondered aloud when a book seemed to fall from one of the shelves and laid open on the floor. Curious, Terra took a closer look... and was surprised!

The language was Old Equish, but he recognized enough words to see, "This is an old book on magical metallurgy!"

Picking it up, Terra was confused yet interested, a little unnerved yet eager to see what ancient smithy secrets this old book had in store, just waiting for him to read it and learn. Looking around, he noticed what appeared to be an old chair that seemed to be in good condition for being over a thousand years old. He gave it a look and wondered if it'd be able to support his bumper of a backside.

Preferring not to risk it, Terra looked and saw an old sitting cushion on a worn-out carpet and made himself comfortable as he looked at the book, saying, "Well this is why we came here and I'm sure Midnight will be okay for a little bit while I give this thing a quick look."

Meanwhile, Midnight was slowly making his way through the dark hallways, which ere beginning to feel more and more like a labyrinth. The walls were cold and decrepit stone, echoing his every hoofstep, and every time he passed by a door he'd find it locked or sealed shut from the weight of the castle above pressing down.

It was depressing, seeing this castle long abandoned and left to slowly fall apart. But recalling his old guardian's nights when he'd found her in her chambers, crying while gazing up at the moon and whispering 'I miss you'. The first time it had happened, when he was six, Midnight had approached her, holding a hanky in his mouth as he gave her eyes full of sad concern, and she'd gratefully accepted the gesture and given him a loving hug.

It was still one of his warmest memories of Princess Celestia.

He sighed, knowing he must have hurt her after he ran away all those years ago. He'd convinced himself it was for the best he go his own way, find his own destiny, and he'd done many things and been to many places in his travels. More than he'd have ever done if he's stayed in Canterlot, sheltered and pressured. Yet, he'd been living in Ponyville for well over a month, far longer than he'd ever stayed in one place since his early travels shortly after he'd run away, and Canterlot was only a train ride away.

He'd stayed because of Twilight, of course, and so far she'd kept his confidence by keeping her promise not to reveal to Celestia he was in Ponyville. But how long could that last?

Midnight always felt an ache inside when he thought of Princess Celestia, a mixture of emotions that troubled him so that it was easier not to think about Celestia at all. He felt guilty for running away yet he resented Celestia for the way she'd pressured him and made him feel like he was never good enough. But he couldn't deny he missed her, the only mother he'd ever known.

He shuddered from the feelings that almost felt like a curdling in his stomach... when he realized, Wait! It's actually getting real cold in here!

It was when he saw his breath that confirmed it, and Midnight knew at once. Dark and deep this place beneath the ruins was, it couldn't possibly be this cold, especially fall had yet to start. No, this felt... unnaturally cold! All of a sudden did Midnight fear that he might not be as alone as he thought.

Shuddering, the sapphire blue unicorn tried to shake it off as he thought, Don't sweat it, Midnight, just find a way up and find Terra.

But then he noticed a figure ahead of him in the stony hallway. Very carefully, he brightened his illuminated horn a bit, and was relieved to see it was just an old suit of armor. Approaching it, he gave the armor a closer look and saw how rusted and dusty it looked, "Hard to believe this thing's still standing after a thousand years."

But as Midnight passed the armor by, there was a slight shift in the air and then a rusty whine sounded and Midnight heard something fall behind him with a metallic KA-CHINK striking the ground! He froze up and slowly looked over his withers to see the armor's halberd had fallen forward... and missed his long leonine tail by mere inches!

He moaned fearfully as he pulled his tail up and held it like he did as a colt. Not many knew it, but Midnight took pride in his tail. It was so different and unique compared to other ponies' tails and though he did get teased for it a little back when he was a colt, he found his tail was so much more versatile and dexterous that the teasing never really bothered him.

"Gotta find Terra, and fast..." Midnight continued down the hallways, moving a little fast, and this time keeping his tail closer. Thankfully, he soon saw some stairs ahead and they looked like they went up.
"Oh thank Faust, maybe those will take me to the ground level."

But just before he could take the first step, a feeling of dread overcame him so that he froze mid-step and Midnight knew. Something was behind him. His instincts to run were trying to spur him up the stairs but for some reason his legs and hooves felt frozen that he couldn't move. Gulping, Midnight turned slowly to look back down the hall from which he came... and looking back from the deepest darkness was a pair of eyes glowing a sickening yellow!

The dread was turning into terror and Midnight was on the verge of screaming when the eyes seemed to close, causing whatever it was to seemingly vanish, only for a blast of bone-chilling cold to howl and Midnight cried out in alarm as he felt the cold and some kind of sensation wash over him. It felt like being blasted with thick vapor and it caused his whole body to go numb and that awful sensation of pins and needles followed after that Midngiht collapsed and started gasping, which made it worse!

He felt that same cold enter him as he accidentally breathed it in! But then... almost immediately, the cold vanished, as did the paralyzing numbness that had overcome him, and Midnight was panting from his heart beating so hard it felt like it was going to burst out of his chest. When finally he began to calm his heart down, he managed to sit up onto his haunches and noticed it wasn't as dark as it had been before.

He could even see a faint light coming from up the stairs, and that feeling of dread was gone as though it had never been here.

But Midnight knew better... and he scrambled to his hooves and hurried up the stairs, screaming, "TEEEEEEEEERRRRRRRRRRRRRRRRRRRAAAAAAAAAAAAAAA!!!!!!!!!!!!!!"

"TEEEEEEEEERRRRRRRRRRRRRRRRRRRAAAAAAAAAAAAAAA!!!!!!!!!!!!!!"

"Snnrk- Huh?! What th-!?!?" Terra had dozed off while reading the book on magic metallurgy when the distant yet unmistakable scream of Midnight calling his name roused him from his rest and Terra stood up, only to feel something over his withers get caught under his hoof from standing up and he brayed in alarm as he fumbled and slipped, falling back onto his sizeable plot.

Shaking off the sudden rush, Terra realized there was an old yet comfy blanket around his neck and shoulders, which bewildered him, "Where did this blanket come from?"

"TERRA!!!!!"

"Huh?! Oh- Midnight!" Terra made sure to grab the book as he hurried out the door of the reading room and quickly turned to the lef-

*CRASH!!!!*

Terra slumped to the floor, groaning in pain from his aching face and heard another equally-agonized groan and he looked to see it was, "Midnight! You're here!"

"Ow... Terra?" Midnight looked to Terra and suddenly realized something. "Terra... did we just...?!"

Terra was confused before he suddenly realized what Midnight was asking. He then realized the pain he was feeling was mostly around his mouth, and he could see Midnight gingerly rubbing the area around his own mouth.

Especially his lips.

"Uh..." Terra felt his face warm up with a blush, but then Midnight shook it off.

"Never mind that- Terra! We gotta get the hell outta here!" Midnight grabbed Terra's face, smushing his cheeks together as Midnight was clearly panicking, "This place is freakin' haunted!!"

"Hawnteth?" Terra echoed, unable to speak perfectly with his face being mushed together.

"Yes! Something evil is here, it attacked me! LOOK!!!" Midnight hugged Terra close with one foreleg while pointing the other towards some stairs he'd just come up from.

...

...

...

Nothing happened.

Terra looked at Midnight, who was still tense and nervous before clearing his throat, "Um, Midnight... maybe you-"

"I did NOT imagine it, Terra!" Midnight snapped, looking wound up. "Something cold, something scary, something with glowing yellow eyes scared me so bad I damn-near pissed my hooves!"

Terra could tell Midngiht was sincerely afraid and then remembered the ghostly pony he'd seen earlier that had led him to the library where he'd found the book on magic metallurgy. Very wisely, he decided not to bring it up and said, "L-Look Midnight, forget what you saw and look at this!"

He held up the book to Midnight's face, saying, "I found this while exploring and I think after we translate it, we can finish sprucing up the shield Netitus, like we planned! Maybe even improve it."

Midnight was annoyed that Terra was changing the subject, but taking a look at the book, he saw exactly what the big smith pony was talking about.
"This... this book details the processes of forging magical metals that aren't even used anymore! Th- Terra! This book could bring back magical metals that were lost ages ago!"

"Right?! Fixing up Netitus will only be the start!" Terra agreed, "So why don't we head back to Ponyville and look into this further?"

Terra took the book and started going down the way he'd come from earlier and Midnight paused for a moment as he looked back at the stairs from where he'd had his terrifying experience. A slight chill in his spine spurred him to follow Terra and quit this place forthwith.

It was a great relief to finally emerge from the Everfree Forest and see Ponyville just ahead, cast in the soft brilliance of the sun as it was going down. Now that Midngiht was fully assured that all was well, he sighed, "So, I guess we'll be able to fully repair Netitus with that book providing some helpful tips."

"Yeah but there is a problem," Terra was troubled as he leafed through the fragile pages of the book very carefully, "This book is old and I'm really scared that if we handle it too much it'll fall apart. Not only that, it's written in Old Equish; I can read it a little but most of it is lost on me."

"Hmm, I studied some languages when I was a colt, but I'm afraid my Old Equish is rusty as well," Midnight considered, "A Translation Spell could help, but I'd need to study the spell before I try casting it."

"What about that Twilight Sparkle you mentioned earlier?" suggested Terra, "You said she's kind of a brainiac and would probably jump at a chance to translate an old book like this."

"Maybe..." Midnight agreed albeit reluctantly so that Terra easily noticed.

"Say Midnight, if you've been a traveler for a long time, how come you're still sticking around Ponyville?" asked Terra, just barely hiding a knowing smirk. "You said you've been here longer than you intended, right?"

"Yeah..." Midnight nodded, looking at the ground as they kept walking.

"It's Twilight, huh?" Midnight looked at Terra and though now the big earth pony was smirking, it was kind and understanding.

Taking a deep breath, Midnight said, "Yes. It is. Ponyville was supposed to be just another stop for a rest, Terra. A place to take a short break, restock on supplies, and then move along. But then I saw Twilight. I was so nervous and surprised that I honestly tried to avoid seeing her, but one of her friends Pinkie Pie took the decision out of my hooves, and I wound up catching up with Twilight and... I've been here in Ponyville ever since. But I only stayed after I made Twilight promise me not to reveal to Princess Celestia that I'm here in Ponyville."

"Midnight... Do you still want to leave Ponyville, eventually?" asked Terra all of a sudden, that Midnight gave him a perplexed look. "Because it sounds to me that you don't actually have any inclination to leave. You talk about how you didn't expect to stay so long and that its because of Twilight. But you never talk about leaving."

"That's... true, "Midnight conceded.

"Not only that, but even though you've avoided her for so long," Terra continued, "deep down you know that at some point you're gonna have to face the princess and talk. I know it won't be easy, and both of you probably still have issues with the other, but it's not fair to her or to yourself to continue this avoiding Princess Celestia."

"Mmm..." Midnight didn't respond but he knew Terra was right.

"Not only that, but it's clear Twilight is something special to you," Terra pointed out, Midnight trying to hide his blush as the big yellow earth pony added, "You said it yourself, that she's the reason you're still here. So Midnight, you've got to stop making excuses and come to a decision. And if things don't work out with her as you might hope, you're always welcome in my forge if you need a shoulder to lean on."

Midnight looked to Terra again and noticed the earth pony give him a wink, and it caused Midnight to blush even more but it also made him smile a little.
"You're right, Terra, thanks for the talk."

"Anytime, my friend," Terra replied as he gave Midnight a friendly shoulder-shove and the two stallions laughed before Terra offered the book, "Why don't you take this to Twilight and ask her to help you translate it? I'm sure the two of you would enjoy doing that together."

"Alright, I will," Midnight accepted the book and saw that Terra's house and forge were ahead, "You mind if I leave Netitus with you?"

"I'll keep it safe and secure in my forge," Terra assured, before chuckling to himself. "We got so carried away with this whole thing that I totally forgot you came to me just for it to be spruced up! I'll see what I can do tonight and hopefully I'll have it looking as good as new by tomorrow morning! Albeit, not as sturdy and fireproof as legends say. See you then?"

"Definitely," Midnight agreed as he turned the other way, "Later, Terra, and thanks for today!"

"Bye!" Terra waved Midnight off and once the sapphire blue unicorn was out of earshot, Terra sighed, "Aw well, guess his barn door doesn't swing my way. Still, I'd say I've made a pretty cool friend and it's only my first day here in Ponyville."

Author's Note

Terra is an OC Belonging to Secretly Yordle

Chapter 6. Gut Buster

Author's Note

Be advised, this chapter contains farting, stuffing, vore, and oral

Chapter 6. Gut Buster

Canterlot. The royal capitol of Equestria, known also as the City of Unicorns as its population was nearly all unicorns, and it was also well known for its many attractions like Restaurant Row, its own Wonderbolts Derby, and for Princess Celestia's School for Gifted Unicorns producing the most learned and skilled unicorn mages, wizards, and enchantresses, to name but a few.

With its alabaster white towers gilded with gold, it shone upon Mt. Canterhorn like a lovely white rose, but as do all roses it hid a number of thorns, such as corrupt business ponies and even criminals hiding amongst the dregs.

But that was no trouble for the elite Royal Guardsponies, sworn to protect and serve the Princess and the citizens of Equestria, such as the two guards on Patrol in the cultural arts district. Both of them were pegasi, with the taller having a tangelo orange coat with a light blue mane with a darker highlight, and his cutie-mark was three spearheads pointing together.

Beside him was a younger pegasus, with a brighter orange coat and a two-toned sapphire mane, his cutie-mark a blue shield overlaid by a bolt of lighting.

The two of them marched with their gazes bold and their heads held high, displaying their pride and their authority. Although the older pegasus had a weary look in his eyes.

As they came to a corner just outside the public park, he said, "Let's pause here a little while, eh rookie?"

"Uh- Yessir, Sergeant Spearhead, sir!" the younger pegasus saluted.

"At ease, Flash, we're just taking a quick break," assured Spearhead as he removed his helmet and sat down on a nearby park bench. "C'mon, sit with me."

"...Are you sure, Spearhead?" Flash asked but he sat down anyway. "We're supposed to be on patrol, and any moment we're not on our guard is an opportunity for some lowlife to cause trouble!"

"Flash, ya gotta chill, dude," Spearhead sighed, "I respect your passion, but you gotta keep that passion cool with some caution and patience."

"A Royal Guard must ever be on alert, ready to take action whenever they are needed," Flash responded while keeping an eye out for potential trouble.

"And how many times have you taken action only to make a mess?" Spearhead raised a brow. "Ever since you graduated from the military academy, you've caused a lot of trouble because you jumped at whatever, thinking some crook or trouble was going on."

"Uh-huh..." Flash responded, not really listening.

"Like that time we were on duty during a charity auction," Spearhead brought up, getting the same not-listening response from Flash, "and there was that escorting we were doing for that diplomat from Minox."

"Hmm," Flash was still not listening, keeping an eye out, like an eagle surveying its territory.

"And you remember the Shirish Coffee you had the day we went to Fillydelphia?"

That last one finally got Flash's attention, causing him to gulp and look nervously at Spearhead, who was giving him a raised brow, "Flash, buddy, I get it. You come from a storied lineage, and you feel pressured to live up to it. But don't forget, you're not your family or your ancestors. You're you! You have to be the you that you want to be, not what anypony else expects, and that also means being a Royal Guard of your own worth."

Groaning, Flash finally responded for real, "That Shirish Coffee will haunt me to my dying day..."

"Eh, you only made a bit of a fool of yourself in front of that celebrity," Spearhead teased with a playful shove with his wing.

"Well, hey! You're the one who gave me the Shirish Coffee to begin with!" Flash protested but he was smiling back as he smacked Spearhead's shoulder with his own wing.

"Only because I thought you were being too high-strung," debated Spearhead as the two guards shared a laugh, only for it to be cut short by a distant scream!

They looked down the street and just saw an earth pony wearing a flatcap run by, a bag in his mouth, and down the way he came from there was a unicorn mare in a dress, looking upset as she shrieked, "HELP!! HELP!!!"

"There's trouble and a thief, ahoof, Spearhead! It's on!" Flash wasted no time as he gave chase, ignoring Spearhead's yells to come back.

Chasing after the thief who'd just run by, Flash shouted after him, "Stop in the name of the law!"

The thief ignored him and turned a corner into a busy square full of ponies out and about, some overseeing souvenir or food stands, others doing street performances. Flash lost sight of the thief and took flight for a vantage point. Scanning the crowd of ponies, he searched, but too many of them were wearing hats and he'd barely gotten a glimpse of the thief. All he'd seen was the guy was an earth pony with a light gray coat and a clover green tail. Unfortunately, he hadn't gotten a good look at the thief's cutie-mark.

"C'mon, outlaw, where are you...?" Flash muttered urgently to himself as he scanned the ponies going to and fro, when he noticed one of them in a hurry and couldnt;' see a mane as it was covered by a flatcap!

Focusing his pegasus vision, he zeroed in and nodded once he had a good visual, "Target acquired!"

With gusto, Flash gave a mighty flap and dove straight for the thief... only for a bunch of balloons to rise up out of nowhere, blindsiding the impetuous guard and some of the strings entangling with his wings. He cried out in alarm as he fell and crashed into a vendor pony's fruit stand! As fruity produce was scattered across the ground, bruising them, Flash scrambled to his hooves and resumed the chase on hoof, yelling, "STOP!!"

Apparently the thief was ignoring him, so Flash sped up and knew he couldn't afford to lose his quarry in the crowd. He leapt up onto a picnic table, which just so happened to be in use by a family, ruining their picnic lunch, and he leapt from table to table, disturbing other ponies and making messes, all the while doing his best to catch up to the thief.

Reaching the edge of the square, Flash sped after the thief down another street.

"You're only making it harder on yourself!" he warned but still the thief ran.

They came to an intersection where ponies were drawing fancy carriages or pulling wagons full of goods. The thief saw how busy it was and screeched to a halt, only for Flash to yell, "YAAAAAUUUUUGGGGGHHHH!!!!!!!!" as he tackled the stallion from behind, causing the two of them to somersault forward. Two ponies suddenly getting in the middle of a busy intersection quickly domino'd into a traffic jam of turbulent proportions. The ponies pulling their coaches, carriages, buggies, and wagons all tried to slow down, turn another way,

Miraculously, Flash and his caught felon were completely unharmed, as Flash was now sitting on his target's head to keep him restrained, and saying, "You're under arrest for petty theft, resisting arrest, and-and....well, I'll think of a third thing once my partner shows up."

It seemed that this crook was too stubborn to give up and admit defeat. His hind legs swung and kicked frantically in the air while he desperately tried pushing pegasus sitting on his snout off. He was even trying to shout probably throw a few vulgar insults, but those words were muffled and unheard through those toned, orange flanks.

An idea popped in Flash's head as he looked down at the criminal making pathetic attempts to escape from under his butt of justice. An idea that would definitely make this criminal think twice before committing another crime again. Especially a crime as petty as purse snatching.

A sinister grin spread across Flash's muzzle as he hiked his left hind leg up. "You have the right to remain silent!" Flash stated as if he were mocking the criminal, right before letting loose of a long bellow of hot air right into the criminal's snout! Flash sighs from the satisfaction of venting out all that built up pressure he's been holding in all day while on duty, which is followed by deep chuckle as he watched the criminal stallion's hind legs twitch ever so slightly from having to endure such a mighty fart directly to the snout. Likely paralyzed and speechless from the foul stench.

"FLASH!!!"

Flash finally took in his surroundings and felt his feathers molt in shock to see the chaos around him. Several wagons and carriages had overturned, spilling goods or passengers, some had crashed into places of business, and there were injuries.

Flash felt his blood run cold with realization as he saw Spearhead, giving him the most disappointed look the young pegasus had ever seen and he uttered, "Uh-oh..."

Flash could remember the day he got sent to the principal's office for pranking his third grade elementary school substitute. How afraid and nervous and tight his chest felt when he'd been glared down by his principal. That was nothing compared to the look Captain Shining Armor was giving him from across his desk.

"This... is a black mark, Private Sentry," Shining Armor spoke calmly yet there was a tense edge in his tone. "Multiple counts of property damage, endangering and causing the injury of several bystanders, causing a mass traffic accident, and assault in the form of farting on an innocent pony's head!"

"I- But- He was... he was a thief, Captain!" Flash protested desperately, "A purse snatcher!"

"SILENCE!!" Shining Armor snapped, "Your so-called purse snatcher was a courier in a hurry to deliver important documents for his client! Your SO Spearhead reported to me that you heard a mare crying out for help, and you saw that courier running, so your misjudgment is understandable-"

"But if he wasn't a thief, why was the mare screaming for help?" interrupted Flash, only to get such a stink eye he shrank back and zipped his lip.

"Because... if you'd checked on the mare first, you'd have found out she was startled by a rat that crawled out of the storm drain," answered Shining Armor with an even scold, causing Flash to sulk as he now felt more stupid than he'd ever felt before.
"Flash... this is the final straw. Your reckless actions have resulted in multiple counts of property damage and caused injuries to bystanders! You've tarnished the honor of the Royal Guard and the trust the public has in us! And this isn't the first time you've caused trouble, but this is most certainly the worst.

"I have no choice, Flash Sentry..."

"I understand, Captain," Flash bowed his head in sorrow as he reached into his uniform and pulled out his Royal Guard badge.

He placed it upon the captain's desk and stood up, "I'll go pack my things..."

"Oh no, you're not getting off that easily!" Shining Armor tut-tutted, "I'm not sacking you, Flash. I'm demoting you."

"D-demoting?! But sir, I..." Flash was confused, "I'm a private, the lowest rank there is! I can't go any..."

Then he noticed Shining Armor raise his brow and ever so subtly smirk and all of a sudden Flash had a bad feeling as he gulped, "There is another low I can go, is there..."

"Oh yeah... Flash Sentry, you are demoted. From Royal Guard, rank private..." Shining Armor paused for dramatic effect, "to police officer."

"P-poli- What?!" Flash was confused. "Captain, I don't understand!"

"Effectively immediately, you are on probation," explained Shining Armor, obviously enjoying this, "and as such, you shall be reassigned and relocated to carry out your probation as a police officer, charged to protect and serve the community where you will be assigned, until you have proven yourself a respectable officer of the law."

"But where?! And... for how long?" asked Flash, confused and nervous.

Shining Armor raised a brow and responded, "Longer now. As for where you'll be serving your probation... I have a certain place in mind, and I believe I have just the pony to serve as your supervisor. Pack your things, Sentry, because you're going to Ponyville!"

"Uh...." Flash said, completely stupefied and with a dumb look on his face.

It was mid-morning when Midnight knocked onto Twilight's door. When it opened, Midnight couldn't help but smile to see Twilight, who beamed to see her visitor, "Oh, good morning, Midnight. What brings you by?"

"Hello, Twilight, I'm sorry if this is a bad time," Midnight replied, rubbing the back of his head in a awkward sort of way.

"Not at all, please come in," Twilight invited and Midnight entered. "Can I offer you a drink or something?"

"Um, sure, ice water would be nice, thank you," Midnight couldn't help but admire Twilight's library. "If you don't mind me saying, Twilight, your library is very special."

"Well thank you, Midnight, but I didn't build it," Twilight giggled as she levitated in a pitcher of water and two glasses as she led Midnight to a nearby coffee table with sitting cushions for them to rest their flanks on. Once both were comfortably on their haunches, Twilight poured the ice water and offered Midnight his glass.
"When I first came here to Ponyville, Princess Celestia arranged for me to stay here since the old librarian moved away and they hadn't found a replacement. After I officially moved here, I took up the job as librarian to provide the service to the locals. Not to mention, it gave me access to a ready supply of books!"

Midnight chuckled, "You're every bit the bookworm I remember, Twily."

Twilight smiled back, "You and my brother are the only ones who still call me that. I'm glad to see you're still the same Midnight I remember."

"Well... i wouldn't say I'm exactly the Midnight you remember," Midnight responded with a hesitant look, to Twilight's puzzlement. But before she could ask what he meant, Midngiht reached into his saddlebag and pulled something out.
"Anyway, the reason I came to visit is because I have something here I'd like to share with you. A friend and I went exploring and found this old book in the Castle of the Two Sisters."

Almost immediately, Twilight's eyes lit up as Midnight explained, "It's a book on magic metallurgy and it's written in Old Equish. My understanding of the language is... amateur at best, so I was wondering if maybe you'd like to-"

"Translate it?!" Twilight had stars in her eyes as she looked at the book with awe and very gently opened it with her magic. Her eyes scanned the age-old words and illustrations, her smile growing wider and wider with every word she read.
"Midnight, this is so fascinating! I'd love to-"

"Twilight!"

The moment was interrupted as in came Spike, Twilight's little dragon assistant, holding a letter, "You've got something, from your brother, Shining Armor."

Walking away from Twilight's library, Midnight was a little bummed that she'd had to cut their visit short, But maybe I should check on Terra, see how he's doing.

Making his way to Terra's forge, Midnight knocked on the door but there was no answer. He tried knocking again but this calling, "Terra? It's me, Midnight! Can I come in?"

Again he was answered with silence, so Midnight decided to check just to be sure. It was still morning, after all. A quick sensor spell told him Terra was definitely inside, only he could sense Terra was actually in the forge around the front of the house. Stepping around, he approached the door and noticed it wasn't locked.

Opening it, he felt it was warm inside and just a tad musty from the smell of ashes, but it somehow made for a surprisingly cozy atmosphere.

"Terra?" Midnight called softly as he entered and he heard snore inside. Lightning up his horn, he stepped around a wall and found Terra snoozing by his anvil, Netitus hanging on the wall behind him. Midnight looked at the way Terra was sleeping and found it surprisingly cute. The big yellow earth pony was lying with his front hooves curled up under his head while his sizeable rump stuck in the air, looking plump yet firm in quite an appealing way (Midnight all of a sudden had the thought of playing bongos on Terra's butt), his dark brown tail slowly swishing back and forth, perhaps indicating to whatever Terra was dreaming about.

Then Midnight looked up at Netitus and was pleased to see it looked almost as good as new. It was polished to the point of being able to see his reflection in the metal, the scuffs and scratches and burns were gone, and while there was still a noticeable tear in the upper left edge of the shield and the magic that gave Netitus its fireproof qualities needed to be restored, overall it looked amazing!

"Incredible!" Midnight exclaimed, almost forgetting Terra was still asleep, which roused the blacksmith pony from his slumber with a confused snort.

"Snrk- uh, wha...?" Terra groaned before sitting up and yawning loudly and stretching his legs and spine from his awkward sleeping position.

"Oh- Sorry, Terra, g'morning," Midnight said apologetically, "I just saw the work you did on Netitus and by Stormbreaker's balls, Terra! You've got the hooves of a master smith!"

"Oh! Uh- Heh, thanks Midnight, but I've still got plenty of learning and practice to do before I can be considered a master smith," Terra chuckled modestly.

"Maybe, but seriously Terra!" Midnight looked at the shield again, "I thought you'd be good but this blows my mind! Granted there's still a little more work to do to restore it to its full pride and glory, but be that as it may, I insist on treating you to brunch."

"Oh, that's okay, Midnight, I-" Terra tried to decline, only for his golden gut to respond with a monstrous yet eager gurgly growl of healthy hunger, which caused Terra to blush and Midnight to laugh.

"Welp, guess that settles that!" Midnight chuckled. "And besides, you still haven't had a proper tour of Ponyville after I dragged you out on those excursions we had the other day."

"I guess you're right," Terra rubbed his hungry belly to calm it down, "and the beast has spoken. Let's go!"

Arriving at the local café, Midnight and Terra were seated by the waiter, Savoir Faire, who gave them their menus before asking, "May I start you off with anything, monseiurs?"

"A couple of chilled colt colas, please," Midnight requested.
"Uh, yeah, could we also get some appetizers while we wait too?" asked Terra before pointing out which ones he wanted from the menu.

Savoir nodded before leaving to get the stallions their drinks and appetizers and Midnight said, "You sure you want to start off with appetizers, Terra? We haven't even ordered our meals yet."

"Oh don't worry about me, Midnight," Terra waved off the concern as he continued to peruse the menu, "I've always had a healthy appetite."

"I don't doubt that," shrugged Midnight as he began to browse what he wanted to eat too, but then he asked, "So tell me, Terra. Where'd you learn to be a blacksmith anyway? I remember you telling your grandfather to say hello to your parents in Canterlot. Is that where you're from?"

"Huh? Oh yeah!" Terra perked up from his menu, which he'd been engrossed with the optional meals, "Canterlot born and raised, even though I'm no snob like those among the Canterlot Elite. One of my dads is the Royal Blacksmith for the Royal Guard, and he's always making sure that the guardsponies are well-equipped, and he's always looking for any way to improve the armor and weapons he forges.

"He and my grandpa taught me everything I know!" Terra declared with such pride that Midnight couldn't help but notice Terra's tail wagging behind him.

"Huh. I figured the Royal Guard had a smith," Midnight responded, leaning forward in interest, "but I never really paid much attention to the Royal Guard, even though Twilight's brother joined as a junior recruit way back before I ran off. I was always studying and practicing my magic, per Princess Celestia's wishes."

Terra noticed the slight resentment in Midnight's tone there and said, "I'm... sure she just wanted you to be prepared for your future."

"There's that, I guess," Midnight shrugged, "If I hadn't known even half of what I knew before I ran away I'd have never survived on my own."

Terra's ears went down, a physical indicator of his sympathy, and Midnight quickly cleared his throat and changed the subject, "So, uh... what was it like, growing up in Canterlot? Your dad may have been the royal smith but you and I obviously never met."

"Well, you and I probably never met because I've only ever been in the forge and the training grounds at the castle," replied Terra, "My dad, Iron Anvil, would often take me with him to work and teach me how to be a smith while my other dad, Bastion, would take me to the training grounds at the end of his shift so we could practice some swordplay. Y'know, just some quality time with each of my dads!"

"Dads? You have two fathers?" asked Midnight, genuinely interested.

Terra sheepishly rubbing the back of his head. "It's a bit of a long story, but yeah I have two dads. They both raised me for as long as I can remember, and I love them both equally as my parents."

"I wish I'd had parents, even if they'd been same-sex," sighed Midnight while resting his cheek onto his hoof. "Don't get me wrong, Celestia was a good guardian, but... well, I used to wonder how my life would have been if I'd had normal parents."

Terra felt his heart sink to see his friend look depressed, and he wasn't sure what to say next. Thankfully, the awkward moment was saved by Savoir Fare's arrival.
"Your drinks and appetizers, monsieur."

"Oh! Thank you very much," Terra said just a tad too loudly before leaning over and whispering to Savoir, "Impeccable timing."

"I try, monsieur," Savoir whispered back before he cleared his throat and pulled out a pen and notepad, "Now, I trust you've had time enough to decide on your meals?"

Midnight was reconsidering ordering a meal as he saw the large portions of appetizers Savoir had just served them, but Terra spoke up before he could say anything.
"Let's see, I'll have..." Terra halted for but a moment and then the moment ended, as Terra asked for this, for that, for these, for those, a side of this, two bowls of that dipping sauce, to add a little garnish to that dish, going on and on to the point where his order was enough to feed a family of eight, leaving both Midnight and Savoir dumbfounded.
"Oh, and I'll probably need some refills of my colt cola so I'll be able to wash it all down."

"Er, as... you wish, monsieur," Savoir hoped the pantries and refrigerators were stocked this morning, and he turned to Midnight, "And.... you, monsieur?"

"Uh, I'll have... a platter of spaghetti and wheatballs, covered with parmesan cheese, and garlic bread with marinara dipping sauce, please," Midnight requested though he was already starting to regret offering this brunch to Terra and hoped his funds would be able to cover it.

"Very good, monsieurs," Savoir cleared his throat, "Completing your orders... may take some time, so until then, enjoy the appetizers and let me know if you need anything else."

"Thanks," Terra smiled as Savoir left, and he noticed Midnight giving him a look. "What?"

"Terra, I get you have a big appetite, but are you sure you can eat everything you just ordered?!" Midnight looked flabbergasted.

"Pff~" Terra responded with a roll of his eyes and an wave of his hoof. "That's nothing! This is like a normal serving of dinner when I was barely in my teens. You should see how much both of by dads could eat in one sitting!"

"Well... okay," Midnight gulped, knowing this brunch wasn't going to be cheap, which Terra noticed.

"Oh! No worries, Midnight, I'll cover my half of the bill," Terra assured, "I'm used to paying for meals like this. I know you wanted to treat me, but let's just split it, huh?"

"Okay, if you're sure," Midnight was somewhat relieved but he knew even half the bill was going to be expensive... when all of a sudden Terra ceased any interest in conversation and dug in like there was no tomorrow!

Midnight and other patrons of the café watched mortified as Terra scarfed and gulped and om-nom-nom'd and slurped, and though it was kind of disgusting, Midnight couldn't help but be impressed, It's been over a minute and he hasn't come up for air!

Suddenly realizing he had to be ready to pay the bill, Midnight dug into his magic saddle bags. These bags were among his biggest achievements in his magical studies, as the art of creating extra-dimensional space was very difficult. He'd had to learn from books and through trial and error, recalling some of the objects he'd lost from his earlier attempts to create magic bags, Good thing I didn't use live test subjects back then...

But as he dug through his bags, Midnight was having trouble finding the pocket inside where he kept his Bits, partly because some of the pockets inside had his other possessions on the verge of spilling out. Sighing, he started taking things out to make his search easier, such as his Obsidian Eye, his Lookout Glass, a Pink Pearl he'd been gifted by a Seapony, a magic charm bracelet where the "charms" were actually shrunken objects, his Skeleton Key he stole from a Cat in Klugetown, the roll of Magic Cloth he'd spun with his own mana, his Power Belt which triples the wearer's strength and stamina, an oil painting which was actually a portal to the place the painting depicted, and then he started pulling out phials of his potions.

One of which he absentmindedly set a little too close to Terra's side of the table.

As Terra was already nearly through with his appetizers, he felt the need to wet his whistle and reached for his cola, only to unknowingly grab the potion phial Midnight had set on the table, rather close to Terra's drink. He quickly guzzled the phial, washing down the food in his mouth, so he didn't really notice the taste of the liquid, while he set the phial back down onto the table, only for it to teeter over the edge and onto the ground below.

Once he'd gotten it all down, he licked his lips and noticed his drink was still full. Unsure of what had just happened, he shrugged it off, not realizing the potion was already doing its work inside his system.

"Phew, here it is," Midnight pulled out a sizable pouch of Bits and kept it at the ready while he magick'd all the objects he'd pulled out back into his bags.

"I hope our food shows up soon," Terra felt his belly grumble as he rubbed it, not even close to being satisfied, "The beast demands satisfaction."

"Heh, well I'm just glad I'm not an appetizer on your plate, Terra," Midnight joked and the two of them shared a good laugh when they heard a 'hem-hem', and looked to see it was Savoir Fare pushing a food-serving cart with his snoot while pulling a second one behind him with his tail.

"Your meals, monsieurs," Savoir declared as he started putting all the dishes of food Terra had ordered onto his side of the table, creating a mountain of food Midnight couldn't see Terra over. Then Savoir served Midnight his spaghetti and wheatballs with garlic bread and marinara sauce, and he made sure to give them refills although only Midnight had taken a few sips of his drink while Terra's was still full and already condensing.
"Bon appétit."

"Time to dig in!" Terra cheered and again his gluttonous scarfing resumed while Midnight awkwardly chuckled and prepared to eat his first bite when he saw something on the ground.

"Huh?" He levitated it up and saw it was one of his potions, except it was empty. "Aw, it must've tipped over and spilled onto the ground. Aw well, it's not that hard a potion to make."

Shrugging, Midnight stowed the empty phial into his magic bag and started wondering as he began to eat, "Should I restock on ingredients? I haven't needed an Elasticity Potion in a while, but it always pays to be prepared."

Finally enjoying his meal, Midnight ignored Terra as he continued to inhale his mountain of food, although it was already shrinking to the point where it wasn't even a hill. Midnight realized that Terra wasn't always chewing his food but rather swallowing mouthfuls whole, which disappeared down his gullet as big bulges in his throat. Indeed, his floofy round belly was ballooning by the second, rounding out and expanding like a rising souffle in an oven.

Yet again, disturbing as it was, Midnight couldn't help but be awed, impressed by Terra's mighty appetite and how he ate without pause and seemingly without breath.

In a short while, Terra had finished all of his food and his belly hung out between his legs as he sighed although he didn't seem to be satisfied, and Midnight still wasn't finished with his own meal. Then he noticed Terra eyeing his spaghetti and was beginning to drool, "Are... you gonna finish that?"

"Seriously, Terra?! You ate practically half your weight in food and you're still hungry?!" Midnight gobbledygooked in disbelief, "Look how big your stomach is!"

"I know, but..." Terra gazed down at his belly in dismay, patting it, and finding it strangely bouncy, "for some reason, I just can't help but feel as though I could still eat more. Honestly, Midnight, I... I'm feeling kinda... loosey-goosy, or something."

"I trust the meal was satisfactory, gentlecolts?"

"WHAA!" Midngiht and Terra jumped in their seats to see Savoir at the side of their table when he hadn't been there a moment ago.

Once the feeling of surprise passed, Midnight noticed Terra was about to say something, but quickly interjected, "Uh- Yes! Everything was great and we're ready to pay for that fantastic meal and service."

"Wha-!? But i'm not full-" Terra tried to protest, only for his mouth to literally zip closed, and he noticed Midnight's horn glimmering, obviously having cast a spell.

"I have my half of the bill here," Midnight offered the pouch of Bits, "and you can put the rest on Terra's tab. Oh!"

Midnight quickly fished out a ruby the size of a robin egg from his bag, "And consider this a generous tip, good sir."

"My, my! Your generosity is most appreciated, sir," Savoir accepted the ruby and collected the pouch of Bits, "Monsieur Terra's tab will be established and waiting for him to pay it the next time he visits our café. Have a good day, monsieurs."

Pulling the zipper on his lips open, Terra tried to protest again, "But I-"

"Time to go," Midnight declared as he levitated the bloated earth pony and took him away, much to Savoir's relief.

"Thank Goddess, our kitchen stores couldn't take another order from him!"

After leaving the café, Midnight decided to take Terra on a tour around Ponyville, introducing the smith to some of the locals, like Mr. Davenport and his Quills & Sofa store, Ditzy Doo the klutzy yet sweethearted neighborhood mailmare, Big Macintosh over at Sweet Apple Acres, Cheerileee, the schoolteacher of the Ponyville Schoolhouse, and Doctor Time Turner Whooves, the local mad scientist and keeper of the Ponyville Clocktower.

All the while Terra kept asking if they could find another place to get something to eat, only for Midnight to get pushy and move him along.

After a long tour around town, Terra collapsed onto a park bench, whining, "I can't... go on... much longer. Gotta... find... eats!"

"Alright, fine, mister drama pony," Midnight sighed before smirking, "Because it just so happens I saved the best for last... Time to get something sweet at the local bakery and sweet shop, Sugarcube Corner!"

"Really?! A bakery that also sells sweets?!" Terra sat right up with happy stars in his eyes.

Chuckling, Midnight said, "C'mon, let's go."

Reaching Sugarcube Corner didn't take long, all the while Midnight told Terra about Carrot Cake, his wife Cup Cake, and their recently born twin foals, Pound Cake and Pumpkin Cake. As they neared the door, Midnight was saying, "...and try not to be overwhelmed by their employee, Pinkie Pie."

"The... party pony you mentioned before?" asked Terra.

"Uh-huh, I'm still trying to get used to her," Midnight said as he opened the door and they walked in... only to find it oddly dark. "Huh. The door's open but I can't see a thing."

"Maybe they're closed?" suggested Terra.

"They shouldn't be, this time of day they're-" Midnight was interrupted as the lights quickly came on, blinding both stallions and they both heard a resounding:

"SUR-PRISE!!"

"Ha-ha, wow!" Terra smiled in awe to see Sugarcube Corner packed with all the ponies he'd met ever since he'd first arrived in Ponyville, including some he hadn't met yet.

There was a table packed with party foods, like nachos, pizza, potato chips, cupcakes, a punch bowl, pies, and a lot more delectable treats, and there was even a table with a few presents on it.

"SURPIRSE!" Pinkie Pie popped up in front of Terra and Midnight, the yellow stallion yelping at the pink pony's sudden entrance. "Hiya, Terra! I saw you hanging out with Midnight yesterday, but you left town before I could come meet you and say hi, so then I decided to just go ahead and plan your 'Welcome to 'Ponyville' party and have it here at Sugarcube Corner waiting for you!"

"Uh, thanks, Pinkie Pie, right?" Terra gathered, "Midnight told me about you, but... how'd you know we'd come here?"

Then he felt a hoof and saw Midnight giving him a weary smile, "Terra, just accept it's Pinkie being Pinkie, and go with it. I'm still having trouble with that, myself."

Terra had an easy time immersing himself into the crowd, like a social butterfly. While Terra wasn't one for crowds or making small talk with others he didn't know well, Midnight's presence (along with the snack table nearby) emboldened him. Terra was able to announce himself as the new blacksmith and some of the attendees asked if they could get some tools or other things repaired, and he assured them he'd take care of it, which was something of a relief to Terra, as it meant he'd be getting business for his forge.

When finally Terra got to the snack table, he started to pig out with hearty abandon and was reduced to tears of how breathtakingly delicious everything was!

Midnight then boasted that Terra could eat more cupcake than Pinkie Pie, to which the party pony responded 'IT'S ON.' Indeed, the cupcake eating contest was epic and awe-inspiring to every party-goer in attendance as they bore witness to cupcake clash between the pink and the portly.

"Alright, dearies, I'm afraid that's enough!" declared a nervous Cup Cake and all eyes turned to her. "I'm afraid we can't make anymore cupcakes for this... contest between the host and the guest of honor."

All eyes turned back to mentioned host and guest of honor, the both of them absolutely stuffed with cupcake! Pinkie looked like an overstuffed animal, with her legs struggling to right herself as she rolled over onto her back whereas Terra looked like blimp with the head of a pony, only he wore the inflation much better.

"Ah! Good contest, Pinkie!" Terra offered a friendly bro-hoof and Pinkie tried to bro-hoof back, only she couldn't reach around her tremendous tummy, whining in a childish way as she struggled to circumvent her girth. So Terra met her all the way, satisfying them both.

When Terra tried to stand up however,m he realized his belly had outgrown his legs and thus had was forced to stand upright onto his hindlegs, making his belly even more apparent, but he rubbed it with pride as he said, "Heh, I'm starting to look like my pop!"

"His... pop?" whispered Rarity, a little disgusted by the display.
"His pop is the Royal Blacksmith," Midnight whispered back, "and Terra said his pop's much bigger than he is on a normal day."

Clearing his throat, Terra said, "Well, first off, I wanna say, thank you everypony, and especially Pinkie Pie and my new bud, Midnight Blaze, all of you for making me feel more than welcome here in Ponyville. I believed when I moved here that Ponyville was going to be a great place to make a new beginning, and I was right.

"It's only my second day here, and I've had more fun and excitement in Ponyville than I've had in a long time. I look forward to having more good times and making more friends and good memories here, and I guess the only other thing I can say is...!" Terra felt a pressure inside him, a bubbling feeling inside his stomach, and the way he'd been patting his belly and making it bounce and wobble seemed to have been the catalyst, as a loud, gurgly sound came from his belly, causing several ponies to step back, whether in disgust or fear or both, but then Terra's belly lurched and he yelped as he tried to hold it, but it was as if there was something inside, squirming to break free.

And the guttural sounds were getting louder and Terra was starting to groan in severe discomfort, as Midnight suddenly realized.

"Take cover..." Midnight said in a rising voice before he yelled, "HE'S GONNA BLOOOOOOOWWWWW!!!!!!"

Ponies cried out in alarm as they hid behind furniture, ran out the door or up the stairs, jumped out the windows or over the countertop as Terra fell back onto his butt, groaning as he felt the pressure inside rise up.... and he opened his mouth-

*BEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEELLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLCCCCCCCCCCCCCCCCCCCCCCCHHHHHHHHHHHHHHHhhhhh....*

...

...

...

The silence that followed was tense and nerve-wracking, as one by one did the attendees slowly peek from their hiding places at Terra's belly, who, while still plenty stuffed from all the snacks and cupcakes he'd eaten, had shrunken down a little now that it had dispelled all the gas from his stomach acids working overtime. Then Midngiht teleported to his friend's side and gave him a cheeky smirk, "Feeling better?"

"I sure do!" Terra declared, putting a hoof around Midnight's back and pulling the unicorn closer in a friendly manner. The side of Midnight's head and muzzle were pressed right up against that big, round belly and sinking into it slightly from how soft it was. With his ear right up against that belly, Midnight could hear the muffled and faint gurgles and glorp sounds Terra's stomach make to work down the countless amount of cupcakes he devoured. "Though, I still think I have room for more..."

For a brief moment, it looked like Terra was giving Midnight a hungry gaze in his eyes while slowly licking his lips. Raising his brow, Midnight suddenly gut-punched Terra, causing him to double over and suppress a whine as Midnight chuckled, "You're kind of a freak, you know that, right?"

Terra looked up at Midnight, a tear welling up in one eye but smiling as he waved a hoof at Midnight and said, "Takes one to know one... urgh, wasn't expecting that, though..."

They heard someone scoff and looked to see it was Twilight as she gave them a smirk and said, "Boys..."

"Yeah, not that this party isn't fun an' all, but..." Rainbow Dash spoke up, "can we have something a little... stronger than punch?"

"Well why didn't you say so?" Pinkie Pie rolled in another punch bowl, "Say hello to Pinkie's Poignant Party Punch, patent pending."

"Pinkamena Pie, alcohol at a casual get-together?" Rarity raised a disapproving brow.

"Oh, it's only a light booze, Rarity," Pinkie assured, "just enough to give everypony an encouraging buzz."

Midnight and Terra shared a competitive smile.
"Punch pong?"
"You're on!"

"I, uh.... I call ... foul!" slurred Terra a half hour later.

The party had ended and everypony was going home. Terra and Midnight and even Twilight, Rainbow Dash, Pinkie Pie, and Applejack had enjoyed several rounds of Punch Pong while Rarity, Fluttershy, and some of the other attendees had enjoyed some light drinking of the spiked punch.

Terra however might have imbibed a wee bit too much, as he was struggling to stand up on his hind hooves as his engorged belly was still too large for him to walk on all four of his hooves.

"Uh, is he gonna be okay to get home?" asked Rainbow Dash as they all piled out of Sugarcube Corner.

"Don't worry about Terra, I'll make sure he gets home okay," assured Midnight as he stood up on his own hindlegs and put Terra's foreleg around his shoulders.

"Magic! Unfaaaaiiirrrrrrrppp," Terra burped as he struggled to keep his balance and his clarity. The sight of the tipsy pony caused everypony to giggle when Midnight looked to Twilight.

"So, Twily... any chance we could check out the book soon?" he asked.

"I have to meet someone at the train station tomorrow," Twilight replied with a twinkle in her eye as she smiled, "but I'll definitely get back to you about that book. Is that okay?"

Midnight smiled back, "Absolut-"

"HURK!!" Terra didn't look so good as he covered his mouth with his free hoof, his cheeks bulging and everypony reared back in disgust.

"Gottago,Twily,seeya!" Midnight blurted out in a hurry before he teleported himself and Terra away.

A flash of light quickly dimmed to reveal Midngiht and Terra standing in the middle of the engorged yellow pony's living room, which was quite cozy albeit a tad sparse as Terra had yet to start setting up his own furnishings to give the house his own personal touch.

"Uhhh..." Terra groaned, having managed to keep down his earlier verge of puking his guts out, much to Midnight's relief.

"Ugh, okay, big guy, let's get you to bed," Midnight started to lead Terra towards the hallway, only for Terra to struggle.

"Nnnooo, Daddy, I don' wanna go t' beeeed...." he complained, still slurring his words as he pulled away from Midnight and fell back onto his plumped-up plot.

"C'mmmooonnnn, Terra..." Midnight tried to pull the big earth pony onto his hooves, "We-we... we reaaaalllllyyyy gotta sleep off the buzz."

"How`bout I put you t' bed?" giggled Terra as he stood up and picked up Midnight as though he were a colt and dropped him onto the couch, when Terra's belly rumbled yet again.
"Huh... guess the beast is-is, uh... yeah, still hungry! I think I got some graham crackers in my pantry, wanna share?"

"Seriously, Terra? You're still hungry...?" Midnight peeked over the couch to see Terra step through the doorway to his kitchen, only to stop mid-way because of his enlarged and rotund barrel, and Terra started grunting and groaning as he tried to go all the way through... only to slump down, grumbling.

"I'm stuck..."

"You're stu.... You're-!!" Midnight blew a raspberry before bursting out in guffawing laughter as he fell back onto the couch, waving his hooves in the air as he enjoyed a good laugh at Terra's expense.

"S'not funny!" Terra snapped, but Midnight only laughed more.

"You- you- you- you said.... snot!" laughed Midnight as Terra grunted and groaned as he tried again to fit through the door frame, but his barrel, belly, and behind were all just too big no matter what he tried.

Sighing, Terra slumped again before he asked in a flat yet embarrassed way, "Help a pony out?"

"Ha-ha-hoo! Oh... sure, pal, hold on," Midnight finally stood up and came to give the situation a closer look. First he checked on Terra's girth and how it was pinched within the door frame, and then he stepped back, "You'll have to stand up again, please."

"Okay..." Terra did that, his round and large rump rising up as he stood up on his hooves.

"Hmm, I, uh.... I... think I'm gonna have to give you a push," said Midnight. "So... on the count of three, I'm gonna run and give you a big push, and you try and pull when I do that, okay?"

"Uh, yeah, but... Midnight?" Terra tried to say, but Midnight was already stepping back to get a running start.

"One..."

"Midnight, I think I should say-"

"Two...!"

"Midnight, seriously! Wait!"

"THREE!!" Midnight charged forward, positioning himself to push into Terra's butt with his shoulder... only for the carpet he stepped onto to slip out under his step, causing Midnight to lose his balance!
"Ye- WHOAOOAOAGGGGHHH!!!!"

What happened next, was almost too terrible, too humiliating, too disgusting, too mentally-scarring for words!

...

...

...

Almost... as Midnight struggled to regain his balance as his forward momentum carried him towards his intended target, he miscalculated his aim, so that instead of his shoulder pushing into Terra's promiscuous plot... it was his muzzle instead.

Before he realized it, Midnight found his muzzle buried between Terra's lower cheeks, and the intense stallion musk permeating the area around Terra's tailpipe preceded the sounds of Terra's discomfort as his innards were disturbed by the sudden impact, loosening Terra's clenched sphincter and what he had been holding back was unleashed... upon a poor unfortunate soul.

*FRRRRRRRRRRRRRRRRRRRRRRRRRRPPHHTT~~!!!*

Midnight's snoot and muzzle were greeted with a dank, muggy and futrid barrage of hot stallion gas with enough force to blow his mane back for the several seconds it lasted.

"Ohhhhhhhhhhyyyyyyyeeeeeaaaaahhhhh...." Terra groaned in goddess-thanking relief, when he heard what sounded like somepony falling flat on his back, and he remembered exactly what had just happened.

He craned his head to peer over his shoulder but couldn't see Midnight, as his rump was blocking his view. It was then Terra noticed he didn't feel so pinched in the door frame, and shifted a bit that he realized he didn't feel stuck anymore. He shimmied backwards, his barrel and belly still making it a snug fit, but he freed himself, turned around, and saw Midnight laying on the floor, his eyes wide open and the pupils shrunk down to pinpricks, his jaw open yet quivering as he seemed to be struggling to breath, making teeny little mini-gasps, almost as if he were afraid to breath at all.

Gulping and feeling so embarrassed, Terra chuckled awkwardly as he uttered, "Uhhhhheh-heh, excuse me?"

As the initial shock of having his face somewhere no face should ever be and being bomblasted out of it, Midnight finally GASPED for air as he coughed and spat and groaned and sat up onto his haunches while waving the nasty from his poor, abused muzzle.

Although he was still embarrassed, Terra was also still drunk, so he began laughing kind of stupidly, "Heh, if you think this is bad, you wouldn't last a minute in the same room as both of my dads, heheheheheh!"

"Buck.... you....!!" Midngiht seethed as the air finally began to clear as he struggled to his hooves, but as utterly incensed as he was, he knew it was an accident, so.... he took a deep breath, counted to ten, and then very calmly yet with an edge in his tone, he said, "We... will never... speak of this... again..."

And the way his turquoise eyes burned with mana, even Terra felt his survival instincts, and he responded with a whimpering, "Got it!"

The tense moment was cut short by another ornery grumble from Terra's tummy, which lurched and shook in a hangry sort of way.

"Oh! Uh, how `bout I.... share a snack with you, huh Midnight?" Terra turned back to the doorway to his kitchen and this time he managed to squeeze through, and Midnight sighed as he followed. At a safe distance of six hooves away.

He looked as Terra was looking in his cupboards, muttering about where he'd put those snacks and Midngiht sighed, "Terra, c'mon, let's call it a night. Don't you think you've eaten enough today already?"

"Uh, I dunno, Midnight..." Terra said, still somewhat drunk as he turned towards the cupboards beneath the counter, his rump in the air as he bent down.
"I've been eating and eating and eating...but I just can't help feeling like I can still eat more."

"Seriously, Terra, you're gonna make yourself-" Midnight tried to say as he went to close the cupboards Terra had left open, only to feel his horn bump into something and he groaned as something poured down from the cupboard and onto his mane.

"Augh, what is this?!" Midnight complained as he reached up to touch his mane and realized what had poured onto him was something very sticky.

Hearing Midnight, Terra turned to look at him but opened his mouth to let out a huge yawn, as the long day he'd had, along with being drunken, tired, and hungry, was making it harder and harder to keep a clear head. Sniffing, Terra licked his lips and chuckled dumbly, "That's, uh... that's honey."

"Ugh, perfect, now I'm gonna have to shower when I get back to-!!" Midnight found himself interrupted by Terra giving him a big sloppy lick across the cheek, "What the bu- Terra?! What are you doing?!"

"Mmm, not bad... but you could use some more honey," Terra said, looking at Midnight in a hungry way before he grabbed the bottle of honey and poured more onto Midnight's head, to the unicorn's chagrin.

"Terra, stop!" Midngiht groaned, feeling gross, both physically and emotionally, but the day was catching up to him too as he was started to feel exhaustion settle in.

Ignoring Midnight's protests and struggles, Terra plopped down onto his huge haunches as he pulled Midnight into a tight hug all the while licking Midnight's face as the unicorn tried to get free, mumbling at Terra to stop.

"Ohhh...Gotta say, Midnight..." Terra said as he continued to slurp and lick the confused unicorn, "you just might be, mmm... the tastiest snack in here..."

"Wai- what...? Terra?" Although he was too tired and inebriated to clearly see what was going on here, Midnight's eyes widened in disbelieving horror as Terra opened his mouth as wide as he could... and glomped it onto Midnight's face!

Terra's saliva, along with the honey all over Midnight's head and mane, easily lubricated the unicorn, making it much easier for the wasted earth pony to begin the challenge of swallowing such a large "morsel". Inside Terra's mouth, Midnight was in shock and disbelief that this was happening and at first he thought, I-it's just a joke, yeah! Terra's pulling one over me...

But hearing Terra's mmmm's and gulps and the fact he wasn't stopping, clued Midnight in that this was really happening! He tried to focus his magic, but his inebriation muddled his ability to muster any mana for a spell, Oh why didn't I burn off all the alcohol?!

Then, for a moment, Midnight thought, Uh- okay, even if he's really doing this, he can't swallow me, I'm too big!

But then the back of Terra's throat expanded and Midnight's whole head was now inside Terra's mouth and he felt his nose beginning to enter Terra's esophagus. Still struggling fruitlessly, Midnight couldn't believe this was happening, This is impossible! How can he be doing this, it's almost as if his body is stretchin- !!

Then, finally it hit him. Stretching. The way Terra's throat was expanding to accommodate him, even as Terra's mouth was just enveloping Midnight's shoulders and he felt his forelegs getting pinned as he sank further into Terra's throat.

My elasticity potion! he realized, recalling how the phial had been empty back at the café and Midnight had thought he'd spilled it into the ground. Terra must have drank it by mistake and that's why he's been constantly hungry all day! His stomach was expanding to fit in whatever he ate... and now that's about to include me!!!

Indeed, Midnight's head, neck, and forelegs were completely enveloped and now Terra had reached Midnight's barrel... and the earth pony lifted Midnight upwards and was now using gravity to assist in swallowing the unicorn, like a bird! Midnight's hind legs and long tail were thrashing about, trying to get free but it was useless. By now, Midnight was being pulled in through the esophagus, and he felt his nose reach a ring of muscle that stretch around him, and he realized, I'm about to reach his stomach!!

But then... Midnight felt his descent halt, and he felt Terra's tongue on his stomach, and he wondered, Is Terra realizing what he's doing? Is he about to spit me...!!!!

And then, Midnight felt Terra's tongue reach further down to below Midnight's stomach. He felt Terra's moan vibrate around him as Terra's tongue reached Midnight's nether regions! Midnight was shocked yet again, so stunned he could not think, only feel the slippery muscle wiggle and slather al around in between Midnight's hind legs!

He- He's not- HE IS!!! Midnight felt it. Every lick, every probe, every push of saliva-laced pressure on his sheath and his balls, and as mortified as he was, he couldn't help it as he felt his stallionhood react to his increasing arousal!

He should have felt embarrassed. He should have felt outraged! Disgusted, violated, and yet... It... it...! It feels... so! GOOD!!

Midnight was panting from this most unusual of blowjobs that he almost didn't notice when his whole head popped into Terra's stomach sac. It was engorged with the mushed up remains of everything Terra had eaten today and still there was enough room for Midnight to breathe. Midnight felt his arousal building, his senses dulled by the spiked punch, his clarity muddled by his exhaustion and the thin air he breathed and the impending sensation of climax!

But then, Midnight felt a shift as Terra moved, and Midnight sank even further down Terra's throat, his forelegs joining him in Terra's stomach sac, while Tera's lips now closed around Midnight's hind legs and the unicorn was denied the satisfaction of a blow job well done!

"Are you freakin' KIDDING ME?!" Midnight shouted angrily inside Terra, but the huge earth pony was still out of it, only hungry instinct spurring him to finish his unwilling meal. Terra reared up onto his hind legs and gave a mighty SWALLOW, finally getting Midnight's hind legs down as he dropped entirely into Terra's belly, which bounced down wards from Midnight's weight.

Terra then finished up by slurping up Midnight's long leonine tail like it was a spaghetti noodle, and fell back onto his haunches, sighing in satisfaction as he sleepily mumbled, "I'm full now..."

"Terra? Terra, don't you fall asleep on me, you cannibal!" Midnight yelled from inside Terra's belly, his voice reverberating off the stomach walls, and it was quite disgusting as he was curled up in a mess of mushy foodstuffs from practically a whole day of eating! He felt what seemed to be pats on the stomach wall near his head and realized Terra must be patting his belly.

"T...today... was a good... day..." Terra stood up, his gargantuan gut swaying like a hammock underneath him, as he sleepily started to leave his kitchen. But then... he collapsed into blissful sleep. Right onto his stomach. Crushing onto Midnight, who whined as he felt like he was being buried under a dozen sacks of flour.

"Oh, he's fallen asleep!" Midnight whimpered, but he could still move and did his best to shift into a comfortable position, which wasn't easy as it took a while before he could get even remotely comfortable. Finally, he settled and tried to focus his magic, only for it to fritz into nothing.
"I'm still noxious from the spiked punch... oh well. I suppose this couldn't get any worse."

*Buuuuuuuuurrrrrrrrrrrrppppp....*

The booming sound of a burp vibrated around Midnight and he felt the stomach walls tighten, making him feel even more cramped inside of Terra than he already was, much to Midnight's chagrin as he groaned in utter dismay.
"This is gonna be a loooonnnnggg night..."

Chapter 7. A Pain in the Gut

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Chapter 8. Flashing the Badge

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Chapter 9. A Bit Too Close for Comfort

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Chapter 10. A Studly Gesture

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Chapter 11. It takes Two...

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Chapter 12. A First Time

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Prologue

Princess Celestia loved to visit her magic school, the school she founded centuries ago after the construction and founding of Canterlot. A place to nurture and cultivate the talents and potential of all unicorns who were deemed to be gifted with magic. To educate and train the mages and wizards and enchantresses of tomorrow. For the Princess of the Sun, teaching was perhaps her deepest joy and noblest obligation. Certainly, to rule and lead and guide her little ponies was her duty and pledge, but there was something special about helping these little unicorns find the magic inside to become the best of themselves they could be.

She enjoyed walking the halls of her school, greeting her staff and students, encouraging everypony here to do their best, whether in their studies, their magical practices, or even their hobbies and whatever made them happy or brought them a sense of fulfillment or accomplishment. Speaking of...

"Twilight, my young student!" she called, seeing the little lavender filly, who froze mid-step and smiled to see her teacher coming her way. "Off to alchemy class?"

The 10 year-old filly gazed up in warm wonder of her teacher. Celestia stood taller than almost anypony the filly knew while she was so tiny compared to the princess, who knelt down into a pony-loaf position, where her legs were tucked underneath her, to be closer to Twilight's eye-level.

"Uh-huh, Professor Elixir is going to show us the alchemic process of turning a liquid into a solid," replied Twilight with excited eyes, "using water! I can't even imagine it, solid water that isn't ice?!"

"Well, I suppose I shouldn't keep you," Celestia chuckled, proud to see her new protégé was settling in well with her new classes. "But before you go, tell me, Twilight? How is Spike doing?"

"He's doing great," Twilight smiled happily, "Mom and Dad and Shining Armor love him almost as much as I do! Although Dad almost got his mane singed when Spike was getting fussy the other day."

Celestia nodded, glad to hear it. It still baffled her, how that egg hatched when it wasn't even supposed to, for Twilight's entrance exam, contrary to what she'd been told, had actually been a test to see how she handled failure. Then, there was that strange phenomenon that caused Twilight to experience a powerful magic surge.

Twilight... as well as her ward.

"Well, in any case, you'd better run along," Celestia leaned down to give her student a hug, with her large warm, and angelic wing which made the filly giggle.

"Okay, and we're still gonna have our private lesson today, right?"

"Of course we will," assured the princess before she gently nudged Twilight along. "Off you go."

"Okay, bye-bye, Princess!" Twilight scampered off to her next class, leaving Celestia beaming with motherly pride.

A pride that soon shadowed with concern. She hadn't seen her ward this morning at breakfast, having only found a note on his bedroom door that he'd already left for school and was going to have breakfast at the cafeteria. She hoped he was doing well, given what happened last month, and how it led to... a miracle.

Remembering a folder she was going to read, she made her way to her personal office.

Though it was her school, Celestia was not the headmistress. Her royal duties demanded too much of her time to devote herself entirely to the school itself. So she settled for being head of the school board, as well as a guest lecturer every now and then. Still, whenever she took an interest in some of the students, she devoted a weekly period to a private class of these select students, which now included Twilight Sparkle.

Entering her personal office however, Celestia found herself facing a rather random sight.

*Bounce-bounce-bounce-bounce...*

Bouncing up and down upon her desk, was a red bouncy ball. One of the balls for her school's gym class, no doubt. Strangely however, while it was in motion, given the bouncing up and down, it wasn't moving anywhere else. It maintained a steady pace of bouncing while remaining stationary upon her desk. For some reason, it made Celestia think of a metronome.

Having a feeling there was more to this ball than meets the eye, Celestia suddenly realized, It's April Foal's Day...

How could she have forgotten this specific holiday? Every year on April Foal's Day, it was a tradition for the students to play magical pranks on the staff. At first, it had been prohibited, but it didn't stop the pranks from happening. It only encouraged the students to get more creative with their pranks, using the magic they learned to pull them off, and some of them had in fact been most ingenious and creative.

There was the time one student enchanted the hallways to make rude and obnoxious flatulent noises whenever somepony stepped on the floors. The time an alchemy project flooded the west wing with soap bubbles that randomly entrapped students and faculty members in giant floating bubbles that just wouldn't pop for hours. And who could forget the Bloody Mare jump-scares in the filly restroom mirrors fifty four years ago?

Eventually, Celestia decided inform the students that while pranks were not outright prohibited, they were discouraged. But she made sure they got the idea to carry on the tradition as long as they didn't get caught, their pranks didn't cause anypony harm, or disrupted the school too extremely. April Foals Day was actually something Celestia looked forward to, because every now and then a student would pull off a prank with magic so inventive or advanced she had to include them into her private class.

She lit up her horn, casting a sensory spell and felt the magic that was clearly enchanting this ball. All she determined was a simple charm that kept an object from leaving its current position, except...

Except this ball is able to move, even if it's just bouncing up and down, she considered as she reached towards it, only for the ball to suddenly veer away from her hoof, to her confusion.

"What?!" It couldn't be, she'd sensed the charm was keeping the ball stationary... only now it was beginning to bounce everywhere in the office!

It bounced to an' fro, forward and back, side to side, and very quickly did things become a mess. Her framed portraits, shelved knickknacks, and the office supplies on her desktop, everything so very quickly became a mess! She yelped in alarm as the ball bounced her way, causing her to shield herself with her large angelic wings. The ball continued to bounce in chaotic disarray throughout the office, that Celestia furrowed her brows and concentrated her telekinetic aura to catch the ball.

She felt her aura enshroud the ball, only for a strange sensation in her head to break her concentration, preventing her telekinesis from stopping the ball.... whichthen began bouncing specifically onto her!

"Oh! Augh! Stop! Eek!" Celestia got bounced in the face, onto her withers, her rump, until she used her wings as shields yet again. That didn't stop the ball however, as it continued to assault her in its rubbery rage.
"Alright, that's enough!"

Celestia again focused, but this time she cast a generic counterspell to dispel whatever enchantment was driving this ball.

Big mistake.

To her disappointment-turned horror, the counterspell not only failed, but now the ball began to multiply! Every two or three bounces, it split into another ball, and every two or three more bounces those balls split into more balls! Very quickly, the balls began to flood her office, that Celestia cried out in alarm as she opened the door and ran out, only to flinch as she realized, "I didn't close it!"

To her growing anxiety, the balls began to flood out into the hallways, and there were already faculty members and older students walking by.

"Princess Celestia, what in Faust's name is going on here?!" exclaimed Top Marks, one of the school's best lecturers, wearing a sweater vest and tie, but no pants as he avoided the balls bouncing his way.

Celestia tried to explain, "I have no earthly idea, there was this ball-"

"I've got it!" one of the students walking by hurried forward and Celestia sensed the teenage mare casting a counterspell.

"NO!!!" Celestia tried to stop her, but it was too late.

The balls reacted to the student's counterspell just as the first had with Celestia's. The magic of the counterspell washed over them, but instead of stopping them, the balls multiplied even faster! They began to fill the hallways, spreading down both directions like a river of red rubber. The growing racket of rubbery bounces caused curious students and teachers to step out of their classrooms to see what was going on, and immediately shouts of alarm, confusion, and even excitement echoed throughout the halls.

"DON'T USE TELEKINESIS OR DISPELLING THEIR MAGIC!" Celestia shouted, "IT JUST MAKES IT WORSE!!"

Unfortunately there was too much chaos for everypony to hear her. Her patience running thin, Celestia furrowed her brows and concentrated her magic, speaking lowly, "This has gone far enough..."

Aiming towards soem balls where nopony would get caught in the blast, Celestia unleashed a spell meant to destroy out-of-control magical objects while leaving living creatures unharmed. It spread like a wave throughout the hall, but instead of destroying the balls, they all froze where they were when the spell hit them, even in mid-air. Everypony looked on in confused awe at the situation, which appeared as though time had just paused, and Celestia was confused that her spell hadn't destroyed all these balls... when one by one, the balls each began to vibrate.

As each abll gave off a vibration, a foreboding sense of dread filled the hall, and was felt by everypony, especially Celestia as those vibrating balls began to intensify!

"TAKE COVER!!!" she yelled as she cast a shield spell around herself and some nearby students while others dove into classrooms or hid behind any furniture or curtaisn they could find before...

*KABLOOSH/KABLAM/KASPLASH/KABLOOF...*

The balls all exploded but rather than cause wanton destruction, they each blew up into... all kinds of things! Some blew up into sticky drippy slime, some burst into stink hazes, some burst into confetti, some exploded into loud but harmless firecrackers, others turned into large bubbles that popped and coated anything around them with super-slippery fluid, and some went further than that.

As students and faculty members tried to avoid all these messes, more balls continued to explode. But some of them had a direct effect on anypony too close. A couple teachers got turned into an ostrich and a panda, a young colt suddenly grew so large he nearly blocked the whole hallway where he was, a teenage student's mane suddenly grew and writhed, making her look like the comic book villain Mane-iac, another teenage student cried out in alarm as his hooves started scuttling about as though he were dancing a jig and he couldn't stop himself, and even Twilight had been caught in the madness as Celestia saw her student now had a mane that looked like a clown's rainbow afro wig.

"Princess! What's going on?!" Twilight called to her teacher, looking afraid.

Celestia had no answers, no idea what to do, and it appeared that even though the balls were exploding, some were still multiplying and some kind of chain reaction continued these explosions with random magical effects. This had grown beyond all control, leaving her no choice, "EVACUATE THE SCHOOL!!!"

Thankfully, the school was prepared for an emergency evacuation via a mass-teleportation to transport everypony outside to the front of the school though not everypony had escaped being altered or changed some way. Celestia even found her counterspell unable to undo the magical changes wrought upon these ponies, and from the street, everypony could only watch as even from outside they heard the balls continue to multiply, spread throughout the school, and explode with random magical effects.

Strangely though, none of the balls seemed to leave the school interior, so that was a blessing in disguise. Still, Celestia knew all that unbridled chaos inside inside her school was going to make mess after mess, and who knew how long it would take to clean it up or dispel all these magical effects on everypony?!

All day and into the night, the madness inside continued. Faculty members and even Royal Guards volunteered to go inside to restore order and put a stop to this insanity, but Celestia declined, citing her own magic had been unable to undo the pandemonium, and any magical interference might make this worse or perhaps unleash these magic balls out onto Canterlot itself. She'd sent the students home, telling them that school was closed until further notice. While some of the students were elated, others were afraid and unhappy, especially the students who'd been magically altered and nopony had been able to restore them to normal.

They were all given escorts home while Celestia, her staff, and her guards tried to determine a solution, even into the late hours.

Then, however, the noises and magical explosions inside the school... it all just stopped.

The following silence was thick with suspense, everypony on the alert in case there was yet still some magical mayhem lying in wait... but as Celestia led them inside to investigate, nothing happened. The inside of the school however... was a disaster's area. Slime, lingering fogs that smelled like farts, slippery fluid, confetti, fake webs like one would use for Nightmare Night, streamers, balloons, messes everywhere! There were no more balls however, which was a relief to Celestia, when a thought crossed her mind and she asked, "Could somepony tell me what time it is? Is it still April Foal's Day?"

"Uh... no, Your Highness," answered a guard. "As a matter of fact, I think this whole entire fiasco ended with April Foal's Day. It's just after midnight."

Celestia narrowed her eyes in incensed fury as she began to suspect who was behind this...

In his room, a little colt was laughing his head off. Every so often he paused between laughs to catch his breath but then almost instantly he'd remember the results of his, get the giggles, which would suddenly grow into gasping belly-laughs. It had exceeded all his expectations, he wasn't even entirely sure if it would have worked, but he never thought it would go so far as to force everypony out of the school for the rest of April Foal's Day!

Finally, he calmed down, his sides aching from laughing for so long and so hard, and as he panted and laid on his bed, he couldn't help but brag to himself, "Midnight Blaze, you are a capitol G genius!"

"And why is that, exactly?"

"YOW!" Midnight twisted around on his bed, getting tangled in his covered to the point that he fell off in a lame 'ow', before he wriggled free... and found himself looking at a very familiar pair of hoofboots, and slowly gazed up to see the displeased look on his guardian's face towering above him with a raised brow.
"Uh... Princess! Wh-wh-what brings you by so late at night?"

Princess Celestia regarded her ward, a 12 year-old unicorn colt with a sapphire blue coat, black mane with a dark blue highlight, turquoise eyes, and his cutie-mark was a pale white-blue crescent moon facing upwards, surrounding a five point star that was surrounded by five white twinkles.

A cutie-mark he'd earned not longer after Twilight had earned her own.

"Well, you are my ward, after all," Celestia played it cool, like nothing was wrong, "and considering I didn't see coat nor mane of you all day, I felt it was my parental duty to check up on you, see that you're well."

Freeing himself of his blanket and hopping back into bed, Midnight sat down, looking a little fidgety, as he cleared his throat, and said, "I'm fine! I... Well, I, uh, had a... a new spell I wanted to practice! Yeah, and I wanted to try it out before my first class and..."

He noticed the look on Celestia's face that warned him that he was just digging himself deeper, "...and you're not buying this, are you?"

"How did you do it?" Celestia responded flatly.

"How did I do what?" retorted Midnight, looking shifty-eyed.

"Don't play around with me, young stallion," warned Celestia, an edge in her voice, "I know that you're responsible for what happened at the school today!"

"I didn't do anything," Midnight crossed his forelegs, "I was just practicing a new spell. Nothing to do with balls or weird magical explosio- !!"

Midnight flinched as he quickly covered his mouth and looked at Celestia from the corners of his eyes, seeing her narrow her ow.

"I didn't mention balls or explosions..." she deadpanned.

"Well, I.... I was there, but I saw what was happening!" Midnight reasoned, "I saw all those balls multiplying, making weird magic-"

"I already checked with your teachers, Midnight," Celestia cut him off, "You didn't attend any of your classes prior to the incident."

For a long moment, Midnight said nothing, knowing it wasn't helping his case. But it appeared there was no point arguing it anymore.
"Fine... you caught me."

"Why?" Celestia demanded.

"It's a little late to say this, but April Foals," Midnight shrugged with a smug look.

"Do you realize the damages you've caused? The harm you could've caused with because of this little plot?!" Celestia demanded, only for Midnight to stifle a giggle and fail miserably. "This is amusing to you?!"

"N-no, not tha-ha-hat!" Midnight laughed before explained, "You-you-hoo-hoo said... plot!"

Celestia glared at her ward, angered by his childish behavior, "The ponies who were affected by this?! Even with our best mages and cleanup crew, it's going to take days, maybe even weeks, to clean up the school!

"The students and teachers will be unable to study and work, everypony will get behind in their studies, and this is just a prank to you?!"

"I thought you liked pranks!" Midnight scoffed, "You've always liked it when a student did an amazing prank on April Foals!"

"When the prank doesn't make a mess, cause damage, or scare or disrupt the students and the faculty!" clarified Celestia, "Parents are going to file complaint after complaint demanding who was responsible and for somepony to be held accountable!"

"So what?!" Midnight threw up his hooves, sounding angry too. "You're the big, important princess! You can do whatever you want and nopony can stop you!"

"We're not talking about me, young stallion, this is about you," Celestia responded.

"Sure, sure, it's about me," Midnight huffed, "Wow! Can't remember the last time it was about me!"

"What you did could have hurt ponies, Midnight!" scolded Celestia. "I don't know what you did to do all of this, but that kind of magic, used so irresponsibly-"

"That kind of magic is what you constantly tell me to work towards!" yelled Midnight, sounding upset, "Everyday, you tell me to do my best, work hard, study! That's all I ever hear from you!"

"Enough!!" Celestia snapped and the two glared into each other's eyes, neither backing down, until Celestia exhaled. "You are confined to your room and tomorrow, you are going to help clean up the mess you made. Until the school can open its doors again for the students and staff... you're grounded."

She turned to leave when Midnight snapped, "I wish somepony else took me in from the orphanage!"

She paused, feeling her heart hurt from those words... but she didn't look back, and closed the door behind her, leaving Midnight to stew as a tear ran down his face.

The swig of her favorite nectar was delicious as always, but as much as she wished for a little buzz to dull her stress away, Celestia knew she had to get her house in order. Sitting in her private study, she couldn't imagine why Midnight would make a prank that would go this far. Granted nopony had gotten seriously hurt apart from some minor bruises from everypony panicking somewhat during the whole fiasco, there weren't any real injuries to concerned about.

The door opened and she sighed, "I asked that I not be disturbed."

"Well, considering the strong smell of nectar, I say a possibly miserable pony could do with some company."

She turned her chair around and saw it was her niece, Cadance, and nephew, Blueblood. Cadance, like her aunt, was an alicorn pony, but they weren't actually related. The pastel pink alicorn filly was once a pegasus, until she stopped a witch from using an evil magic that would have warped and twisted love into something monstrous, and earned her horn as a princess.

Blueblood on the other hoof was her many-many times great grandnephew, and a unicorn.

"Auntie, are you okay?" Cadance asked as she and her adoptive brother approached their aunt, both of them concerned.
"We heard what happened at your school," Blueblood brought up, "did you find the one behind it?"

"i did," Celestia sighed, "and your little brother has left me with quite a headache."

"Wait... Midnight?!"Blueblood and Cadance shared a look of disbelief before looking at Celestia again, "You're pulling our tails..."

"He confessed," Celestia raised her glass to take another sip, only for Cadance to take it out of her telekinetic grasp, Celestia heaving with annoyance but didn't protest.
"And while I was scolding him, I matched his mystical signature to the magic involved in the prank. Midnight did it."

"Why?" Cadance was so bewildered, "He's such a nice young colt, quiet and keeps to himself maybe, but-"

"I don't know, he was being so-so... childish!" Celestia griped as she held her head up with her hoof, her foreleg resting on the armrest of her chair.

"Auntie... he is a child," Blueblood pointed out.
"And I think you've forgotten that," added Cadance, "Ever since he was seven, you've pushed him to study and learn, hardly given him time to just be a foal, to enjoy his childhood."
"Which, I'll attest to, is not a fun way to grow up," agreed Blueblood. "I understand what's expected of me, but you are grooming me to be a Prince of Canterlot. What exactly are you grooming Midnight to be other than a skilled and learned mage?"

Celestia raised her hoof and opened her mouth to answer... only to exhale, as realization washed over her. What was she preparing Midnight for? Other than to be prepared for his future, she didn't really know. In retrospect, that was a rather glaring hole in her plans for Midnight, except she didn't truly have plans for Midnight!

She could recall the day the matron of the local orphanage had sent word to her court, about a unicorn toddler in her care displaying magic far too advanced and frequently for it to be occasional magic surges like baby unicorns tend to have. Celestia made it a point not to visit orphanages too much, because it always broke her heart to see her littlest ponies without families of their own to love them and raise them, and if she didn't guard her heart she'd wind up emptying the orphanages and taking all these little ones in.

But the matron had been insistent on this matter, so Celestia had gone to see this little foal with her own eyes.

What she had seen was a bright and bubbly foal, who was able to use telekinesis, teleportation, and instead of merely illuminating his horn he conjured little orbs of soft glowing light, similar to the moon. And he'd been well past the age for it to have been occasional magic surges for infant unicorns. In this little colt, Celestia had seen potential, and the way those big turquoise eyes first looked into hers, that sweet and innocent smile... He'd melted her heart and adopted him straight away.

But royal duties didn't wait for anything, and though Celestia had tried to make time with her ward in the first few years she'd brought him home, she became more and more adamant in his education and enrolled him into her magic school once he was old enough.

Slumping into her chair, in a rather un-princessly way, Celestia let out a sputtering exhale and conceded, "You have a point..."

"Aunt Celestia, what exactly did Midnight do?" asked Cadance. "All Bluey and I heard about it was that it involved... bouncy balls?"

The mere mention of those rampaging rubbery riffraff made Celestia shudder before she explained the entire incident, starting from the first ball she found in her office, to how the tsunami of multiplying balls burst and exploded with a myriad of magical effects, and ended with all the balls vanishing at the midnight hour, and the effects they'd had on the students and faculty dispelling as well.

"...it was the fact that the incident ended at midnight is what first led me to suspect Midnight himself," she wrapped it up.

She noticed the looks of awe on her niece and nephew's faces as they shared said look and Blueblood uttered, "That... sounds... like a work of art!"

"A work of art?!" echoed Celestia, sitting up, "That whole prank made a mess of the entire school that I had to shut it down until further notice!"

"Well, what Blue means, Aunt Celestia," Cadance spoke up, "isn't the prank itself, but the magic behind it!"

"What do you mean?" Celestia put her hooves on her flanks, an expectant look in her eyes.

"Well, consider it all, Auntie," Blueblood noted, "the ball avoided physical contact, you couldn't catch it with your telekinesis, it began to multiply in response to your attempt to dispel the magic used to ensorcell it, and when you tried to destroy them, the balls reacted with explosions that yielded all sorts of magical effects!"

"I've never heard of such elaborate enchantments!" Cadance added.

Hearing their words, Celestia slowly began to realize that they were right! In retrospect, Midnight's prank, the magic involved, such elaborate enchantments... it was a masterpiece! Short of resorting to her alicorn magic, even she had been unable to dispel the prank and prevent the whole thing from happening.

A work of such enchantment that could defy even me... Celestia thought before she sighed and said aloud, "I suppose I've been too hard on him, haven't given him what he truly needs..."

Cadance and Blueblood shared a concerned look before they each stepped up to their aunt's sides and nuzzled up to her, and she spread her wings to hold them close, grateful for their comfort. Before long, she cleared her throat and stood up from her chair, "I have to go talk to him."

"Maybe you should wait until morning, Aunt Celestia," suggested Cadance.
"Yes, Midnight may still be... well, not in a talkative mood," agreed Blueblood.

"...Maybe you're right," Celestia nodded, "but at the very least, I would like to check on him."

Approaching her ward's bedroom door, Celestia felt so conflicted. On one hoof, she hoped midnight was still awake, to have the excuse to talk to him despite what had recently transpired between them. On the other... Taking a deep breath, she softly knocked on his door, gently calling, "Midnight? Are you still awake, dear?"

...

...

...

Perhaps he did go to sleep, she thought, but she still wished to check on him.

Very carefully, she magic'd the door open, seeing it was dim, a ray of moonlight from the almost-closed curtains providing only the barest illumination. She flicked the lightswitch, expecting to see her ward lying in bed... only to find it empty!

"Midnight...?!" she uttered in alarm, when her eyes noticed a folded piece of paper set on the pillow.

She levitated it up to her eyes, unfolded the paper, and what she saw immediately broke her heart. There were dots that looked like they might have come from... tears, and only one word, written big and large and capitalized and underlined.

GOODBYE

Realizing what this meant, Celestia looked around the room, and realized some things were missing! Midnight's saddlebags, his books, his cloak, and even his Jar of Bits he used to save his allowance!

"No...!" She hurried out into the halls, crying out, "GUARDS!! EMERGENCY!!!"

The guards scurried in slight alarm to answer their princess's call, and once all nearby guards stood before her, Celestia explained, "My ward, Midnight Blaze, is missing! I believe he's run away! Lock down the castle, search everywhere! I want him brought to me safe and sound."

"Yes, Princess!" The guards all saluted and hurried off to find the missing colt.

Left alone, Celestia finally allowed the tears to flow. She looked at the note again, that one word stabbing into her heart, those tear stains filling her with shame. She collapsed onto the floor as she began to cry, "What have I done? What. Have I. Done...?"

Author's Note

This is an alternate universe from my main story, and so stars an alternate version of my OC Midnight Blaze and all the other characters