Starry Gaze and her friends, consisting of 3 stallions and 6 mares, were worried. Midnight was supposed to be meeting up with them. After an hour they assumed he was going to be late. They had a system if one of them got delayed so that when they showed up they could find the rest of the group. It wasn’t the first time one of them had been late either. With that in mind, they had all gone off to enjoy Las Pegasus’s attractions. By the time they were all ready to go home, there was still no sign of Midnight. This too was not unprecedented for one in the group to be busy and not show up occasionally. Besides, they had gotten his letter that he might not make it today; that he was going to help someone he had come across, and to not wait on him. It was a few days later when Midnight’s grandparents had contacted them, that the first piece of dread filled Starry’s stomach. Apparently they had gotten a letter from Midnight when he hadn’t come home. It said how the stallion he met had a wonderful opportunity to explore and possibly even make a great discovery in the wild jungles further south of equestria, and that he would be gone a few months. Starry was worried because this didn't sound like the Midnight she knew. The wandering off with some stranger wasn’t the part that bothered her. Strangers were nothing in peaceful Equestria. Interacting with and helping ponies you didn't know was actually encouraged. It was disappearing far away for months that bothered her. Midnight, like her, lived for their friends. Going off by himself with a stranger away from his home, family, and friends for months, just for some vague promise was simply out of the blue and out totally out of character for Midnight.

She wouldn’t lie that she hadn’t missed him when he hadn’t shown up that night. Starry loved to look at the stars, the wonder of the sky, and all of Luna’s beautiful work. She was in the minority of ponies that lived for Luna’s night sky. It might have something to do with her nature, always distracted and captivated by the beautiful and charming things around her, and the comfort she felt at a peaceful, cool, dark, starry night. As such, she didn't make the strongest social life for herself. It wasn’t nonexistent like that famous Twilight's was before she had her friends, but it was weak nevertheless. Until she had found Midnight, who being the kindest of the group, introduced her to his friends. All nine of them had done everything together ever since. Midnight was far more practical than she was, but seemed to see something in her unique perspective. After all, he only picked seven others to be in his main friend group. It made her feel special, and she had worked hard to be a good and outgoing friend. She wasn’t the best, but she made great improvements. Sure they had all helped her, but they all knew Midnight was the key pony that brought her in, helped her, and kept the group together. It was why she simply couldn’t believe that he would disappear like this. Her friends all shared her concern, as they all knew, Midnight kept them together. They were all close enough now that they still were great friends, but they could all feel a profound sense of loss at Midnight’s absence.

Starry was tempted to go after him herself, but she knew she would never survive out there in the wild alone. She was on her way to talk to his grandparents again, as they had both helped comfort each other’s worries about Midnight. Her other friends had talked to them once, but Starry went every week. She chalked it up to habit and being a good friend.

She stopped in front of Midnight’s grandparents house. She always felt a little nervous for some reason every time she went. It wasn’t to bad, but still, she just couldn’t figure out why she felt nervous at all. This time it was different however. She felt a lump form in her throat, and a small weight in her stomach. She walked up tentatively to the door and knocked on the door with her hoof. She waited for almost a full minute before the door slowly opened. In the doorway she saw that it was Mrs.Silver, Midnights grandmother. Her face looked long, tears streaked her face.

“What’s wrong Mrs.Silver?” She asked. She forgot to use her first name like she had asked, her politeness still a habit. This time however, she didn’t correct her.

She said nothing at all, simply turned around and walked back inside. Starry followed. They left the entryway and were now in the living room. Much of it was the same last time Starry had visited. Pictures, furniture, walls, color, decor. She wasn’t some home decorator so that was literally all she saw it as, for to her, that was all it was. Expect the one picture, the big one on the center of the wall behind her, which the couches and lamp stands stood against. It was a picture of Midnight’s family, his parents and grandparents, him held by his mother, barely a year old foal. She couldn’t help but smile every single time she saw it. It was simply such an adorable picture, a little Midnight held by his mother, eyes staring curiously forward. The smile quickly left her face when she took in the large rectangular box in the center of the room and Midnights grandfather sitting on the couch, tears covering his face. On the box was a piece of parchment. Starry went over and opened it.

Dear Mr. And Mrs. Silver.
We regret to inform you that your grandson Midnight Silver was found by explorers in the jungles south of Equestria. Our best guess is he contracted some unknown disease, and was unable to receive medical attention in time. This is an extremely rare occurrence, and as such, not only do we extend our deepest empathy at this tragic event, but we will fully pay all funeral, therapy, and any other expenses related to the incident and its effects on family and friends. Do to the extreme rarity of the event such as it has occurred, as well as policy that any deaths suffered by the non-senior population be immediately reported, a report will be sent to Princess Celestia.
Signed, Paper Stack, mayor of Las Pegasus

The parchment dropped from Starry Gaze’s hooves. She stood there frozen for 3.5 seconds. Then she screamed.

“NOOOOOOOOOOOOOOOOOOOOOO!!!!!!!!!!!!!!!”

Designated SU-MS was currently not feeling anything. Security of the conversion operation was absolute, and as such, he had been assigned to watch his own funeral to make sure the story sold. He was not surprised that the ponies had not figured out that the body in the coffin was not his, but a synthetic flesh along with highly sophisticated, completely unusable, model organs designed to be real in every sense except actual workability. The reason he was not surprised was because the ponies were primitive. That's what the data file said, and like all the information he had received, was so far accurate. They also had no spells designed to identify microscopic differences that would have easily given away that the organs and flesh were not real and never had worked in the first place. Once they had pronounced his corpse dead, they had immediately put it in a coffin. No autopsy; they didn't even reuse the perfect, still usable flesh. Such a waste really. He would have to recommend recovering the body after the burial to Smiler 1. No use letting perfectly good spare organs and flesh go to waste, even if it wasn’t designed to sustain life. It still held good cellular structure and atomic structure, that if attached to machines in a Smiler body to preserve it, could be used to operate all systems and obtain power, rather than using actual bodies for any repairs, extra layers of protection, or as a battery.

He was situated in the back of the funeral currently donning designated disguise 66. All assignments deemed high priority and high risk used camouflage bases of 60 and up. Although they could use the appearance of previous ponies they had converted, as many came from other parts of Equestria, Smiler 1 had deemed it as an unnecessary risk, and due to their precarious position, he did not like taking any risks he did not have to. So instead they catalogued all pony appearances they saw, striped it down to a base, and randomized the features. Despite the Smiler units robotic, logical nature, they knew not to mix male and female features with the wrong gender of the disguises, as that would put them out, and they wanted to blend in. They also cross referenced the randomized appearance they created to make sure it wasn’t an accidental copy of a real pony’s appearance. There was still a degree of risk however, being that they had catalogued less than 15% of the entire pony population.

SU-MS watched as the funeral ceremony, or whatever it was called, started. He divided his processors in 2, one part to catalogue all the ponies appearances around him, the other to watch the events unfold. He waited patient and still, his wandering eyes being the only exception. He listened carefully to each speech, and everytime found nothing that gave warning flags of suspicion towards the circumstances of his “death”. Although his data said that funerals were mostly talking about the ponies life and grief at their passing, it was still possible that a dangerous idea could be presented that caused the ponies to take extra notice and care around the strange and unknown, which could be harmful to their operations.

It was the last speech that such a problem occurred. As the speaker stepped up to the podium, he realized he recognized the pony. It was Starry Gaze. He had recognized over half of the ponies that had spoken purely on personal memory alone, rather than data files from the central node. Which made sense, most of the speakers being family and friends of his.

But she was different. An unidentifiable emotion fired off in his brain, and the processors froze for a split second. Then it was gone. He blinked, concerned. This was new. Everytime someone had gone to speak, family or friend, there was the faintest of an emotional spark. So faint that only his hyper aware sensors would even be capable of detecting it. Smiler 1 already knew this of course. Although most of the other ponies that had been converted had been taken in more obscure circumstances with less family or friends to have to deal with, and therefore not had to attend their funeral, it was not an unprecedented occurrence to meet another pony from their past that sparked something within them. Smiler 1 called it “natural response”. He said that the chemical bond of memory and brain reacted to those it knew with the feelings associated with that individual, as it had been trained to. Kinda like how electricity will cause the muscles to spasm and contract even if the victim is dead and receiving no instruction from the brain. Without the soul, which he said was lost, that is all it was. An emotional echo. Not real. Without the soul to experience true emotion, it was just the spasms of some coincidental phenomenon. It caused great turmoil within Smiler 1, as his goal had been to bind the flesh and soul to machine, to make them like him, and to feel like he did, to change their body and soul to become a member of his self made civilization. He was greatly disappointed at his most recent failure, SU-MS.

But the emotional spike SU-MS had just experienced was not like the phantom emotions. This was far, far more powerful. Because of the failure to bind soul, mind, and emotion to the processors of his machine body and brain, emotions were entirely incompatible. A brief ghost of an emotion did nothing. But what he had just experienced was a spike large enough that his processors were unable to compute it, and his systems froze, until it passed a split second later. He filed the error away for his report. Smiler 1 might be happy to hear of something like this, as it might mean hope in his endeavors, but SU-MS was concerned. If his processors froze again, he would be completely vulnerable. On top of it, he had no data to deal with it. It was a dangerous, unpredictable anomaly. Definitely the second most important thing on his report, the first being what Starry Gaze herself said.

The whole thought process he just went through including the freeze took an entire second. After which he returned focus to Starry Gaze and waited for a few seconds before she spoke.

“Midnight was my best friend. He found me, not the most socially outgoing of ponies, and he took me in. Invited me to things, introduced me to his friends. He changed my life. He gave me something I will forever cherish and am forever grateful for. Friendship.” She began to tear up and in a choke of sobs tried to continue. “It’s why I will miss him so much. He was a great pony and did not deserve his cruel fate.” At this point she broke down and spent a full minute trying to compose herself. When she finally managed to get herself back in control enough to talk, she continued. “And neither did his parents, who met a similar fate as him. But in their memory, we will make sure this never happens again. We will take his story to the princess, and make sure that this never happens again.” She said these last words strongly, with a fury in her eyes. That was the thing about Starry Gaze. Many thought she was weak, or shy, because of her lack of natural social affinity. But it was not so. She was a pony driven by passion. Passion for the stars, which is what distracted her from creating a strong social life, and now passion for her friends. Whereas many ponies may have been overcome with grief at such a tragedy, which at times she was, overall, she was instead often overcome with righteous fury that the world had taken the pony who gave her a new, stronger passion for her life; him and his friends, now also her friends. A passion that literally had changed her life. A passion so strong it had become part of her identity. And now the world took had taken it away from her. And she would not stand for it.

Alarm bells rung in SU-MS’s processors and brain. If had been just his organic brian, he would have been shocked to her the revelation that his parents died similar to him. His grandparents had never mentioned that his parents had been lost in the jungles of equestria, the reason for being there also vague. But he had shared data files. Files that told him his parents were not dead, but were converted like him. That it was Smiler 1 who took them and planted the same untraceable cover story. That is was the shared personality of kindness that had led them into the same trap. What raised red flags in his mind instead was the other thing Starry had said. They were going to take his story to the princess. This was the exact thing he was to watch out for, the whole reason he was sent to the funeral in the first place. Smiler 1 needed his report now. This was high priority. He activated his transmitter, sent his report to Smiler 1, and waited for further orders.

Starry Gaze walked slowly with tears still staining her cheeks and a determined look in her eyes as she went back down to sit in the front. She knew however that that determination to see the princess and get some comfort from them in their response to the situation would be short lived. Soon she would return to the great consuming pain and endless tears. It would take a while before she would be able to not cry everyday. She could still function, but she did so with the look of one with a broken heart. No one could blame her it either. Death, especially such a tragic one like Midnight’s was extremely rare, and nopony was trained to deal with it well. Even in the entire senior population of Equestria, only a few dozen maximum died a day, and those close to them had many long fulfilling years with them to enjoy, and prepare for their passing. Starry Gaze didn’t have that. Midnight had been taken suddenly from them all. Interestingly however, she seemed to take it the hardest out of all their friends. Sure they had all cried many times, and had many days were it was difficult to go through the day with any happiness at all, but she still had more of these days and times than the rest of them. She chalked it up to how integral Midnight was in changing her life. The only one who grieved more than her was Midnight’s grandparents. First they had lost their children, and now they had lost their grandson. Their grief was almost unimaginable. Almost.

She listened to the last few speeches as the funeral began to wrap up, but found her thoughts wandering to her own memories of Midnight, inspired as she heard others tell about his life, his gifts, achievements, and more. Truly, he was one of the nicest, kindest, most wonderful stallions she had ever met. Just hearing of all of his wonderful kindness and great qualities, she found herself silently crying again. Why would the world take her best friend, someone so wonderful and kind? It just felt cruel, and the injustice of it left a deep mark on her soul. She had had the most wonderful time of her life with him and his friends, and now it felt as though someone had smashed it all with a hammer. It may not all be gone, but it was sure was broken up bad. Sure they could put the pieces back together, but it would always be a shadow of what it was. She would never be able to forget what she lost. Who she had lost.

Finally, the funeral came to an end. Slowly ponies began to file out. Starry Gaze moved instinctively to follow them.

“Starry, wait.” Called Midnight’s grandmother.

She stopped.

Midnight’s grandmother continued. “Why don’t you come and stay with us tonight? We can pack for Canterlot tomorrow.” Starry had been someone who they could share their pain with at Midnights loss. She had come by before often to share in their concern at MIdnights disappearance, and to share in their pain once they discovered what had happened. Such as it was, the offer was as much for Starry’s benefit as their own.

Starry for her part was split. She wanted to be alone right now, the funeral had taken a large toll on her heart and despite her ability to empathize with Midnight’s grandparents, she also needed to be alone. She may have been doing great at being more extroverted, but she still was an introvert at heart and needed her time. Right now was one of the times that she felt such a need, but she knew as much as she needed to be alone right now, they needed her with them. She got comfort from their empathetic company as well, but not all the time like Midnights grandparents did. Her heart, knowing all this, couldn’t refuse.

“Sure, I’ll be there.” That was as much as she could muster to say. Midnight’s grandparents understood that she probably was going to walk around a bit, knowing due to the extensive amount of time they had spent together the last few months, that walks and time alone helped her. As such they said nothing and watched as Starry slowly made her way to the exit. Once she was out of sight they grasped each other’s foreleg and made their own way out, and towards their home.

Starry made it out of the throng of people and simply stood, taking in the sights, deciding which way to go. As her eyes wandered something caught her eye. A stallion was standing still as well, ignoring the ponies that passed him, simply staring. His eyes moved fast, looking at everything. The eyes were on her in an instant. He smiled and began to trot over. Starry got the weirdest feeling looking at him. Something about him felt simply wrong. And yet also familiar. As far as she knew she had never seen him before. Her eyes were suddenly compelled to look up to the stars. She never understood why she was always drawn to the stars, but it was the reason she enjoyed viewing them every night. She never felt such a strong impulse to look at them during the day however. She gazed upon them for an instant, barley making any out in the evening sunlight, and forced her eyes back to the approaching stallion. Upon doing so she subconsciously recoiled, the feelings of before overwhelmingly magnified. She had no idea what she was feeling, but she did not like it one bit. And yet at the same time see felt rooted to the spot, as if she had to talk to this stallion.

He frowned seeing her reaction as he trotted the last few paces over to her.

“Are you okay?” He asked.

“Y-Yeah...I...it...nothing. Just a feeling.” She swallowed hard trying to focus only on the conversation.

“You sure? It does not appear to be so minor an emotion.” He replied.

“Ya...I am sure.” She said sounding anything but.

His gaze became soft. “You know, I was at the funeral, I understand.”

“Oh, thanks, I guess.” She responded.

“I heard your remarks, I was wondering if I could accompany you to Canterlot when you go to see the princesses. I would like to share his story as well.” He smiled sincerely.

She shifted on her hooves. “Oh, well, I guess, if you want. Uhhh...we leave tomorrow morning. How will I…?”

He interrupted her. “Oh don’t worry, I can get the tickets. Does 9am sound good?”

Starry blinked. “Uhhh… actually that sounds perfect. I guess I’ll er... see you there mr….?”

This time he blinked. “Trail Blazer. You can call me Trail Blazer.”

“Well, I guess...uhhh...see you then?” She said, visibly uncomfortable.

“Oh yes, of course. Goodbye Starry Gaze.”

“Wait, how did you know my name?” She asked suspiciously.

He blinked very noticeably, again. “It was in the program at the funeral.”

“Oh. Sorry...its just…”

“Oh no problem. I must be on my way now. Goodbye.” At that he turned around and walked away.

Starry shivered visibly, and began walking quickly to Midnight’s grandparents house, deciding she no longer needed time alone. Right now, she needed to not be alone.

Author's Note

The build up continues... this is now its own story, and as such I have added another part to build up to what I originally planned for the second part, and then will continue after those events. Don’t forgot to comment, give your feedback, and point out any errors:). If you guys Think of a good name to fit the other 8 friends or Midnight's grandparents tell me. So far I haven't done so because they get so little time rn.
Think I am gonna switch and write for the redemption arc next.