Weathering Winter

Chapters

Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6
Chapter 1
Chapter 7

Chapter 2

Winter

Cold air ripped across the turrets and battlements of a castle positioned in the mountainous regions beyond the Everfree Forest. The castle itself was no great work of art but it served the purpose it was designed for quite well. The walls were much higher than it was safe to build siege towers and formed a perfect square. There were noticeable enchantments on the gates which no doubt made them nigh impervious. Inside the castle there were two buildings and both of them did little to enhance the beauty of the interior. The barracks was positioned outside the keep on the grounds and seemed big enough to house a sizeable contingent. There were dormitory and kitchen add-ons to either side of the keep which was nestled against the wall opposite the gate. The whole set-up left anypony left out in the large courtyard extremely vulnerable to the howling winds that found their way in over the walls. Earth ponies would be the safest to be out during a storm of this magnitude but even they would have a hard time remaining steady within the walls where winds swirled the air like a giant soup bowl.

The wind created eerie moans which drifted up to where Twilight observed the castle. She had positioned herself on an outcropping a respectable distance above and away from the castle. From her vantage point, she studied the layout of the buildings and the guard patrols. The rotation for the guard ponies was the hardest to monitor; to a casual observer there seemed to be little rhyme or reason to the intermittent guard rotation. Still, Twilight managed to deduce a pattern, it was individual guard rotation instead of groups. However, she still continued to observe long after she discovered this. She would need all the information she could garner about the castle if she was going to sneak in.

The sun was beginning to peek over the horizon when Twilight finally concluded there was nothing left for her to learn from her spectating. She was going to have to break in and overpower the guards. It would not be easy, but she knew that every single guard was only an apparition, a fake. They would easily fall to her magic. The hard part was going to be facing the unicorn responsible for all of this. Twilight was sure he would be exhausted from creating the castle and maintaining so many guard ponies. However, she was not so sure if she was in the right state of mind to have him under her control. Twilight removed herself from the ridge and moved towards the castle while there were still shadows left.

Today would mark two whole weeks since Princess Luna had written to Twilight. Things had gone quite well all things considered. Nothing drastic had gone wrong and that was saying something. Twilight’s charge had been extremely rude and reluctant at first, but only to her surprisingly. They had survived Pinkie Pie’s welcoming party as well as all of her friends without any incident. There were signs of strain though, now that Twilight thought about it. Grinding of the teeth here, silence and indifference there, but nothing had prepared her for the outburst two days ago. She wondered guiltily what Luna would think about the situation when she found out Twilight had decided to handle the situation by herself.

Twilight moved closer to the castle, doing her best to remain hidden, she wanted to be as close as she could be before she teleported in. If she could just figure out where her friends were then she could end this quickly without having to go through much of her meager magic reserves. She began to sort through all of her memories of the past two weeks, surely there was something she could use to her advantage, something she might have missed during her time with the new unicorn in her care.

* * *

Dear Princess Luna

I would be honored to accept your offer. I have thought long and hard about your request and I believe that I am capable of assisting you. There is so much I would like to ask, but I think that can wait until I meet your student in person. How would you like to meet? If you wish to meet me here, I am free tomorrow evening. Otherwise I will be able to join you in Canterlot the day after next.

There are so many things I would like to go over, but I will just leave you with this: I want to help your student. But you do say he is powerful and rather spiteful of Celestia and I. I am not sure how this will turn out, but I’ll do my best to help him.

Your friend,
Twilight Sparkle

Twilight looked over the letter, it had taken her two tries before she was satisfied with her response. The second paragraph always ended up being too long and full of rambling. Hopefully this would convey her sincere interest in helping Luna without leaving the impression things would be fixed easily or that she knew what she was doing.

There was a faint patter of feet as Twilight sealed her letter.

“So, you finished it finally? Ugh, you do realize that Luna is probably going to send a letter back as soon as I get to sleep? Can’t you send it in the morning?” Spike stopped behind Twilight and crossed his arms, he always was a little grumpy this late.

“Spike, the princess will be going asleep by the time you wake up in the morning, so sending it then will ruin any chance of her meeting us tomorrow evening. I’m sure she will be considerate enough of you to give the letter to Princess Celestia so she can send it later in the morning.” Twilight said, her voice taking on a lecturer tone.

“Yea whatever, just give it here.” Spike held out a claw, and took the letter. Moments later it was on its way to Princess Luna.

“Alright, I’m going to bed, what about you Twilight?”

“Yes, I’ll be up shortly, I just want to clean up here.” Twilight stoppered the ink bottle and started clearing the paper she had laying on the desk. “see you in the morning...Spike?”

He was already in bed and asleep. At least he made it there this time. Twilight was more than a little jealous of how easy Spike found sleep, she wished she could shut off her brain like he did. She yawned, if she did get a letter from the princess tomorrow, then the day would be cut short if she wanted to get some cleaning done.

It was not long before Twilight herself was snoring away on her own bed. Usually it would be hard for her to put down books and sleep, but her day had been exhausting. If Twilight’s brain was hazy enough to block out the majority of thoughts, then sleep was not far behind. She began to drool, it was a good thing she had decided against taking a book to bed.

Spike was woken abruptly from his sleep as a letter exploded its way out of his throat.

“Ugh, I knew it.” Spike said half asleep. He pulled himself out of his bed and put the letter on Twilight’s nightstand. He knew better than to try and wake Twilight at such a late hour. A faint light outside the window caught his attention and he moved towards the window.

It was dawn. The sun was just starting to peek over the horizon, not enough light to brighten anything, but enough to see. Spike stood enthralled for a minute as the sun rose and covered Equestria in a soft light that seemed to permeate from everywhere. Looking behind, he observed the moon hurrying to its own destination on the far horizon. This was beautiful, Spike almost forgot about how early he had woken up, almost.

Grumbling, Spike decided to begin breakfast, he would worry about Twilight later. If he knew Twilight, she had stayed up another two hours reading and would be in no condition for any mortal being to be around if she woke up now. Thirty minutes would be all though, it was going to be a busy day.

“Twilight! Wake up! Breakfast is almost ready! Daisy pancakes, your favorite!” Spike shook Twilight for all it was worth, yelling down at, what he assumed, was her protruding head.

She groaned and dug herself deeper into the sheets. If Spike did not know better, he would have said she was still asleep. But, she slept like a brick, any movement was a clear sign that she was at least conscious.

“Twilight, I know it is early, but you have gotten a letter already from the princess. I’ll be darned if you get to sleep in any further when I don’t.” Spike hopped up on the bed and immediately regretted it as the mound on it suddenly grew twice as high. He toppled off onto the floor, dragging half the blankets with him.

“Alright alright, I’m awake.” Spike almost laughed, Twilight’s bed voice never got old. “I swear i just got to sleep an hour ago, there is no way it’s...morning?”

Spike extracted himself from the blankets in time to see Twilight half sitting on her bed looking out the window at the morning sun. Her eye twitched, which looked rather disturbing when coupled with her unruly morning mane.

“Um, extra strong coffee?”

“With extra sugar.”

“Ten minutes.”

Twilight groaned and fell back, closing both bloodshot eyes.

“Thanks Spike, I’ll be down in a few.”

It never even occurred to Spike that letting Twilight sleep in was a good idea. She would have killed him if he let her sleep take priority over a letter from the princess. All in all, this would be the best way to start the day.

Spike hurried back to the kitchen and doubled the usual amount of coffee for the water. Any satisfaction he felt for having Twilight get up so early was squashed by how hard of a day she was going to have. She was not a morning pony and while he might have not gotten as much sleep as he wanted, Twilight would have a horrible time functioning until noon. That meant his day was going to be, most likely, more stressful. Thankfully Twilight enjoyed a good breakfast, if she downed enough coffee then the morning might not be too bumpy.

Twilight tottered down the stairs into the kitchen with as much grace as she could muster. Spike was just setting down a good smelling cup of coffee with her pancakes.

“Mmm, thanks Spike, why are we up so early?”

Spike looked over at Twilight, she did not look fully awake yet.

“Uh, I told you I got a letter from princess Luna this morning. That was about fifteen minutes ago.” Spike said digging into his own pancakes.

“I, right. Ok, right after breakfast then, I don’t think I could read anything right now.” Twilight moved groggily on to her chair as she said this, almost falling over the other side.

Typical morning Spike thought, what would have been a surprise was if she had been excited. She was never excited until after eight in the morning at best. Still, she would probably go out of her mind soon after breakfast as the coffee began to kick in.

“We probably need to start cleaning the library today,” Twilight mumbled between mouthfuls of pancake, “I am sure we won’t have time tomorrow if we must go to Canterlot.”

She magicked over some parchment and a quill. Soon, a checklist of what needed to be done was formed and she gave it to Spike as she finished the last bite of her breakfast.

“What do you think? Is there anything else we need to do or get today?”

Spike looked over the list. Most of it was the usual cleaning jobs and errands for general library supplies.

“Um, yea, we are going to, most likely, be having another unicorn living here, so we will probably need another bed and food and-”

“Omigosh how could I have overlooked that!” Twilight said pulling the list back to her and writing furiously.

“What do you think he likes to eat?” She asked presently.

“Just ask him when he gets here Twilight, you should probably read the princess’s letter before you start making too many additions to your list.”

Twilight gasped, “The letter! How long ago did you say you got it Spike?”

“Just an hour and a half ago, here.” Spike hopped up and went into the library and up the stairs to their bedroom. There was a tray on the nightstand he placed all the personal letters they received when Twilight was not home or awake.

There was a popping noise and Twilight appeared in front of him and hastily unsealed the letter. She began to pace as she read aloud.

Twilight,

I will be able to meet tomorrow evening, we can discuss everything when we meet. Send me a letter back if you cannot make this appointment, I shall arrive about 10pm, I am sorry that it will be so late, but I would prefer to attend my duties before taking the night off.

Thank you, for doing this.
Luna

Twilight rotated the letter around searching for any more content.

“This is it? She did not even send his name or, or anything I needed to do, or get, before then. Surely there is something that he would need? He is a thousand years old after all.”

“Yes, but he is still just a pony Twilight. Can we just clean today? You can worry all you want tomorrow before he comes.” Spike said, hoping to avoid an exasperating day.

Twilight took a deep breath, “Alright Spike, let’s just clean. Yes, that sounds fine. Then we can go purchase a bed, well, maybe we should ask if the princess is bringing one, and a dresser. We will send another letter this evening.”

Spike placed a book on its proper shelf and sighed with relief. Today was going to be quiet, and hopefully enjoyable. It was probably going to be their last day together by themselves for a while.

“SPIIIIIKE! Where are you? The princess is going to be here any minute!” Twilight rushed through the library’s kitchen looking all around trying to find her number one assistant.

He appeared at the foot of the basement stairs.

“I’m here I’m here, calm down sheesh.”

“Don’t ask me to calm down, we are about to be meeting the most powerful unicorn in Equestria who just happens to be the personal student of the princess!” Twilight said agitated.

Spike rolled his eyes, “Oh come on Twilight, you give him way too much credit, just because he might know more than you about magic does not make him more powerful. Even Princess Celestia is always saying she hasn’t ever seen a unicorn with your ability.”

“Spike, I don’t want you talking about-” At that moment, there was a knock at the door interrupting Twilight. Her eyes widened, but she finished in a whisper... “-about me like that in front of him.”

She rushed to the door, but stopped and visibly calmed herself before opening it. Spike stood in the kitchen doorway trying to look relaxed. He would not admit it to Twilight, but he was a little nervous himself.

“Good evening Twilight Sparkle, may we come in?” Princess Luna stood on the doorstep looking down imposingly on Twilight, but not without a faint smile. There was a unicorn behind her who was rather dark, but it was hard to tell what color exactly in the evening light. Twilight stood aside and beckoned them in.

Luna entered and walked to the middle of the library, her student followed. Twilight closed the door and turned to observe the newcomer. He was a bluish grey in color, sort of like a slate blue as Twilight looked closer. His hooves were a slightly darker shade, more like an azure blue, the same color as his mane. The other half of his mane was a maroonish red, like his eyes. He stood a little taller than Twilight and his tail came down to his hocks. None of his features stood out much more than another, he was not overly buff, but certainly well toned. He looked pretty good for a thousand year old pony Twilight thought.

Her eyes caught on his cutie mark, it was a lightning bolt surrounded by falling snowflakes, all in a deep red. Interesting, in a cutie mark that color indicated aggressiveness. If the lightning bolt meant anything for a unicorn it was magic and power. But the snowflakes... She would have to read up on his peculiar combination. It seemed to her they brought out a rather scholarly side or at least potential for it.

She suddenly realized he was staring at her as well. She looked away and up at Luna quickly.

Luna broke the silence, “Twilight, I would like to introduce you to Winter-”

“I-just Winter, if you please, princess,” Winter said interrupting in a low tenor.

“Very well,” Luna said after a moment, “Winter, I would like you to meet Twilight Sparkle.”

“Hello!” Twilight said enthusiastically.

Winter glanced at Luna who raised an eyebrow, he sighed.

“Hello Cele-” he stopped and seemed to struggle mentally before continuing, “...Twilight Sparkle.”

Twilight cocked her head, wondering what he had been about to say. She was almost certain he had glanced at Luna again as soon as he stopped himself. Shaking off her curiosity, she turned and waved Spike over.

“Well, this is Spike, he is only a few years younger than I am so don’t let his size fool you. His knowledge of this library is just as good as mine and I don’t know where I would be without his assistance.”

Spike turned slightly red at the praise but luckily set himself down on the stairs before he tripped over himself. Twilight did not have ‘be embarrassed’ on her checklist and was not keen on having it forcibly added to her agenda.

Winter grunted noncommittally and ignored Spike. It seemed he was more than happy to observe everything in the library except the residents.

Princess Luna rolled her eyes before turning her attention back to Twilight.

“Well Twilight Sparkle, I suppose there are quite a number of things you would like to discuss with Winter and I before I leave?” Luna questioned.

“I have- yes,” Twilight began hesitantly, “Um, I am afraid, with this being a library and all, we only have one bedroom and bath. I have a bed for Winter, but we will still have to sleep in the same room, will that be a problem?”

“You have got to be kidding-” Winter started loudly, but once again his eye caught on Luna and he stopped abruptly. He took a deep breath as Luna watched him with an expectant look. “It will be fine Miss Sparkle,” He finished with an unhealthy dose of venom.

“Winter, please, if there was any other way for this to progress, believe me I would take it,” Luna said exasperatedly. “I know you do not wish to be here, but until you can prove to me that you have mastered yourself and have made friends, at least on the outside, with a personal friend of my sister’s then we can spend more time together.” It looked as though Winter was going to interrupt, but Luna spoke over him. “I am sorry Winter, but my influence is just not the right one for you right now, even I can see that.”

Winter growled, but his response was pristine and polite, “Very well princess. If this is what you request of me, then I shall abide by your decisions.” He bowed.

Luna sighed again and turned to Twilight who was watching with fascination. She had never seen Luna speak so calmly and politely to anypony except her sister. She had not used the royal ‘we’ once yet. Another thing that was amazing to her was how upset Winter was with the whole situation but still treating his princess with the utmost respect. She was broken out of her stupor when Luna addressed her.

“Twilight Sparkle, I apologize for Winter’s attitude, I hope you are up to it. Is there anything else you wish to discuss?”

Twilight quickly went over her mental list checking off ‘bed’ and ‘bathroom’.

"Yes princess, Just to be sure, does he...I mean, do you, Winter, eat normal food?"

“If what you eat is ‘normal’ food, then I suppose I can eat it too.” Winter said brusquely.

Twilight raised an eyebrow but continued, “Alright, well, is there anything I should know about now? You aren’t...going to like, I don’t know, tie me up burn my library down then throw me in a swamp full of snakes...are you?” Twilight tried to laugh casually, but Winter seemed intrigued by the idea and her amusement died quickly.

“Winter, explain what I told you, to her, now.” Luna said sharply.

Winter put his ears back and shut his eyes while taking a deep breath, but he complied unhappily with Luna’s order.

“I am afraid that I have been forbidden in causing you any harm miss Congeniality. Since I am a stallion of some repute, I will not stoop to ruining your livelihood even if I was allowed. If there is anything I do not wish you to do, I will be sure to make it known in a subtle and timely fashion.”

“As you can see Twilight,” Luna began quickly, “I have requested Winter to conduct himself appropriately. I know that he is honest and will not try to find any ways to work around what I have requested of him... since he knows that I would be displeased if he did.”

Winter gave Twilight a quick glare, but otherwise remained silent and still. She was not sure if this would be as safe an undertaking as she initially thought anymore. Twilight fumbled with her thoughts for a moment as she thought about questions to ask. Most seemed to silly to ask now, after all this was the princess she was speaking with, she probably had a tight schedule. Twilight watched Winter purposely trying to ignore her as he observed the library, however he did periodically shoot glares at her.

“Well princess,” she said finally, “I can’t think of anything else that is very important, Winter and I can probably figure out the rest, I suppose you probably have other places you would rather be?” Twilight turned a questioning look at the princess.

“I can remain as long as you need me Twilight Sparkle. One of the benefits of being a princess is that others wait on you, and they cannot say anything about it.” Luna responded smugly.

Twilight could not help her laughter this time. She had spent enough time with Luna to know she hated the politics required in her position. Twilight herself was inclined to agree, she had spent enough time around princess Celestia to develop a dislike of nobles and their constant vying for power. Unfortunately it was all necessary to keep the government turning without the princesses having to take direct action in everypony’s affairs.

Winter glowered as he watched his princess and Twilight enjoying a laugh. It was a little confusing as to how they got along together. Twilight had stripped the princess of most all her power and they still enjoyed their time together. It did not make sense that Luna had changed so much, the Elements of Harmony did not work like that from what he had seen. One side of him was intrigued and wanted to learn more, but the other half was still angry with the present turn of events.

Yes, he could observe Twilight Sparkle and meet her ‘friends’. He would find out what was so different about the Elements in the hands of these six compared to princess Celestia. They must be an extraordinary bunch of ponies to handle the power and use it so well. As much as he disliked Celestia, it was hard to believe that mere ponies, even six of them, would be more effective at using the power of the Elements than an alicorn. Hopefully his study would yield results interesting enough to present to Luna, and keep him from going insane from living with this Twilight Sparkle.

Twilight tried to unsuccessfully hold back a yawn, but preparing for a new arrival was taking it toll on her. She yawned again while trying to hide it, once again unsuccessful. Luna smiled before breaking the silence:

“Well Twilight, he is your ‘student’ from here out, I suppose I may as well leave if you do not have any more questions. It will allow you to get acquainted quicker,” She leaned down to whisper in Twilight’s ear, “best of luck with all my heart!”

She turned and walked over to Winter. They spent a few minutes conversing before, to Twilights surprise, they embraced before Luna walked out the door. As formal as they seemed, there was definitely a connection between the alicorn and pony close to, if not deeper, than friendship.

Twilight moved tentatively forward, “Um, Winter, I suppose tomorrow we can figure out how things are going to go huh? I am going to bed, If you are still here in the morning I guess we can get to know each other then.” She paused, but he made no reaction to her as he continued to stare out the window towards Canterlot.

She continued, “You are welcome to anything in the library if you wish to stay up, just, please take care. And, you know, the only place we had to put a bed for you was in with Spike and I. He is probably still up somewhere if you want him to take you on a tour, he should still be good for another hour or two; he took a nap this afternoon you see.” Twilight gauged him, hopeful for some sort of response. He merely shifted his weight and continued to ignore her.

“Well, goodnight then.” She turned and was finally awarded a forced response.

“Night,” was all that came.

* * *

Snapping back into the real world, Twilight examined the castle walls up close. They looked solid enough. She began to charge Rarity’s gem finding spell but added a few modifications to it. If this did what she hoped, it would find everything but gems, telling her how thick the wall was and what lay beyond.

She cast the spell in a narrow focus, anticipating the influx of information to her brain. It was not long in coming and Twilight was suddenly aware that the wall was about six feet thick. Her eyes dilated when she pushed the spell farther as the information being sent to her became overwhelming. She could not tell what the materials were that she could see in her mind, but there was a room beyond the wall which contained the silhouettes of what appeared to be beds, chests, desks, chairs and all other manner of bedroom items. Concentrating through the information, she gasped as she made out many smaller items like candles, quills and ink on the desk, cracks in the wood floor, designs on the bed posts and hundreds of other small details that one usually overlooks.

Twilight severed the spell and tried to calm her breathing. She could no longer see beyond the wall, but the detailed memories remained in vivid perfection. Thankfully she had not seen any pony silhouettes, they might have noticed her magic if it had passed through them. She took a deep breath and prepared to teleport into the center of the room.

Moments later, Twilight stood in a bunkhouse seemingly designed for soldiers, all the beds were empty. She let out a sigh of relief and decided it was time to disguise herself. If all of the guards were magically created, they would probably be connected and could spot her easily if she only took on their physical appearance. Invisibility was out of the question, it would be too strenuous of a spell to maintain. Twilight moved to the door, it would be better to find someplace else to think about her next move.

Wait, why were there beds? The guards were all magically created, they should not need sleep. Twilight stopped, all the beds did not seem right, she looked over the room again. There were at least twenty bunks.

“Think Twilight, think!” She hit her head with a hoof as conclusions and theories bounced around inside her head.

If the guards were created with magic it would be impossible for the creator to keep tabs on all the guards, the information would be overwhelming. Twilight racked her brain for an answer to the beds, her mind began piecing together snippets from her studies and a theory began to form.

“Complete mind manipulation magic requires an extreme amount of mental discipline because of the strain of being in control of two minds at once. The caster would maintain an awareness to his own body and which mind was his own, but within his head he would have control of every function and sensation coming from the subject’s mind and body.”

This meant that being in control of twenty or more magically created ponies was nigh impossible. So, what could have been done to the created ponies that would allow the caster to maintain that many puppets? Twilight remembered, with a little embarrassment, one of the lectures she had received from Celestia on power distribution for spells.

“Twilight, giving certain conjured items or beings life to sustain themselves without your magic is wrong. I am proud that you were able to figure out and perform such advanced magic so young, but I am afraid that is not enough justification for your actions.”

Twilight, one day when she was still a filly, had been having trouble trying to play with her large assortment of pony dolls. She was still not strong enough to manipulate more than two or three at a time. It was purely by accident that she imbued them with enough life so that they were able to move and function without her having to strain herself. Celestia had been quite upset with her when she found out.

“These little ponies are not alive yet they have life, it is wrong. I do not want to ever see you doing this again. Only perform spells that you maintain yourself at all times. Now, I want you to dispel the magics from these toys right now, here let me show you how...”

That was it! Twilight’s eyes widened as she realized she could dispel the magic sustaining the guards. The magic was no longer connected to the caster and therefore the dispelling magic that Celestia had shown her should work. It had worked on the changelings after all. All she needed to do was modify her failsafe spell slightly to dispel all the magic and not re-order it like she tried to do with Discord’s magic.

* * *

The sun shone into the library illuminating the dust that floated lazily in the air. Old books that had lain closed for a respectable time, when in the presence of a certain Twilight Sparkle, now laid open and scattered across her study area. The library was well stocked with history tomes of Equestria. There was only one reason those books had not been opened in a long while: Twilight already knew them by heart. The dust swirled and the sun danced as a pony figure cast shadows across the room. It moved to open windows and allow the morning breeze to flush the stagnant air out.

Winter slowly regained consciousness as the fresh breeze tickled his nostrils with a wide palette of morning aromas. He could feel the sun on his face and he basked in the warmth of it. It wasn’t that he did not like the sun, it was just that princess Celestia was an insufferable pony who refused to allow his mentor, his friend, to reach her full potential and enjoy life to its fullest. Another breath of fresh air filled his senses awakening him further.

He noticed he was in a sitting posture, and his pillow was rather uncomfortable. Winter opened his eyes and immediately regretted his decision.

“Augh!” He half yelled, half groaned.

The sun seemed to burn right through his retina and if he did not know better, would have said it tried to kill him, not just leave him blind. He rolled over and his pillow came with him. It was a book, and it seemed to have attached itself to his face. Ugh, he really needed to stop reading himself to sleep, one of these days he was going to rip pages out.

He peeled the book off and closed it neatly. A sudden giggle from behind almost made him jump from shock. Winter spun around, almost too quickly, and had to plant his forelegs extremely wide to avoid falling. Twilight Sparkle stood there, a hoof to her mouth and her eyes wide with shock.

Twilight Sparkle, an insufferable mare who had been hoof picked by princess Celestia herself as a personal student. A mare who enjoyed princess Celestia’s company, and, if recent sources were to be believed, practically worshipped the sun goddess. She was supposed to be a powerful unicorn, but from what he had seen of the general unicorn population these days, he was not expecting very much. Still, she must have something going for her if she stood out to the princess.

“A lot like you and princess Luna,” A small voice whispered in the back of his mind. He squashed it instantly.

“She is nothing like me,” he snarled at it viciously. But he could still feel the thought nagging at the edges of his consciousness.

“Were you...laughing at me?” Winter said furrowing his brow. This mare was ridiculous, surely she realized he did not like her very much, and that he was more than capable of ripping her to shreds.

“I, no! Of course n-,” Twilight stopped as his glare intensified. “Yes I was,” she admitted guiltily.

Winter could still see a smile playing on her muzzle, obviously she was not very quick on the uptake. Usually his glares made ponies tremble in their hooves, and for good reason too. Didn’t she know who he was? He opened his mouth to explain, oh so carefully, what happened to ponies who acted out of place in his day.

“It’s just, Spike finds me sleeping, just the way you were now, quite often. I’ve never observed from this end, it is actually quite hilarious to see, no wonder he laughs at me in the mornings.” She said quickly, a hopeful look on her face, “I’m sorry, I’ll be more considerate in the future.”

Ugh, it was too early in the morning for this, he needed a shower and breakfast or Luna help him he was going to wipe that smile off of Sparkles face in short order. He ground his teeth, why in Equestria did Luna make him come here? What had he done wrong? Winter recalled his rather aggressive nature at the palace guiltily. He had not hurt anypony, she had forbidden him to, but he knew that he had gone out of his way to antagonize more than one pony. He recalled a few more incidents and more than one cold shoulder he had given his princess, as well as the sad, hurt glances he got in return. Perhaps spending some away time was in everypony’s best interest. Just, why did he have to stay here?

“Twilight Sparkle-”

“Please, just call me Twilight.”

Winter facehooved, this was going to be harder than he thought. Luna had been informing him on the equal status of ponies these days, as well as modern dialects and pony behavior. But this was more or less the first time he had interacted with another pony other than servants. Who were not very good ponies to interact with in the first place. They still performed duties more or less the same way they did a thousand years ago. This pony, Twilight Sparkle, just did not get it. Of course, why should she? After all, she had been the personal protegee of princess Celestia since she was a filly. She probably talked down to every pony in the palace. Her interruption made it clear that she thought herself better than him.

“NO, do not think like that. Remember that is how they converse these days, keep it together! You promised Luna you would remain calm and collected.”

“Twilight,” he managed to grind out, “Where are the...bathing facilities?”

Twilight gave him a cheery grin, seemingly oblivious to his frustration, “Oh, right, they are up the stairs, you can’t miss it, past the bedroom.”

He spun again on the spot and moved off up the stairs.

“Um, Winter,” He paused, but did not turn around, “Do you take coffee with your pancakes?”

Coffee, Luna had mentioned the drink and he had to admit, he was rather curious to try it. But he did not think that he was ready to sit down and try something new with this Twilight. She was loyal to princess Celestia and that made her a potential enemy, as well as a blind and brainwashed pony.

“Come on now, you cannot go around stereotyping ponies because of their relationship to princess Celestia. You cannot live in a secluded hole for the rest of your life. You have a chance to try again, make a new life. You are darn lucky Celestia did not kill you for your rash actions, because you would have done it in her place.” The voice spoke up again, it was cold, hard logic.

“SHUT UP!” he screamed inside his head, “EVERYpony treated Luna and I unfairly. Everything Luna tried to do was ignored even by her sister. Her beautiful night as well as her attempts at getting to know the population were always disregarded.”

Even as he tried to convince himself, he knew that it was not true. There had been plenty of times that Celestia had stayed up late into the night and watched in awe as Luna displayed her brilliant star tapestries in the sky. Even more times that he found Luna and Celestia sharing intimate sister to sister moments together in the evenings and mornings. Still, he was angry that Luna’s proposal to extend the night had been met with such opposition from her sister.

His anger at Twilight was unfounded, she was not Celestia. She had not done anything to him. He was being overly judgemental and selfish. Sooner or later he was going to have to interact with Twilight, he may as well make the best of it now. However, it was not that easy to drop all those years of hating Celestia for banishing Luna. It was only natural it poured into things Celestia held dear.

Winter suddenly realized Twilight was still staring at him, he was just standing there. He sighed and wilted. There was nothing for it, he was just going to have to suck it up and deal with the predicament, no sense in turning it into a torture session. He wasn’t that dumb....... Right?

Still, he would be dragon bait before he was going to let Twilight push him around and ‘change’ him at her whim. If this was what Luna wanted for him, it was not his place, or his desire, to argue. But if he had to change by the instruction of his arch nemesis’ pupil, he was going to make it the hardest thing she had ever done. If she was princess Celestia’s personal student, then she could probably handle some magical ‘problems’. Hopefully it would help him cling to some semblance of sanity while living with this... mare.

“Fine, I’ll try some...coffee,” He said finally, then promptly headed for the shower.

* * *

Twilight watched Winter head to her private restroom. Even sleeping while sitting, his mane was almost as bad as hers in the morning. She wondered if her single tub would be private enough for two ponies and a dragon, especially if one pony wanted nothing to do with the other. They would have to make do somehow, there was not room to add another in the library.

Contrary to what most ponies thought, Twilight knew quite a lot about other ponies and their behaviors. It was just that she never practiced communicating until coming to Ponyville, and even now she spent a lot of time on her own. Winter clearly did not like her, she was able to put two and two together. It was because she was a close friend of Celestia. However, she could also tell that he was not a violent or crazy pony at heart, he had just built up those calluses of hateful thoughts from years of brooding. His brief interaction with Twilight told her that much. He wanted to put on the face of hating her to preserve the image he had donned so many years ago. Twilight hoped that her interaction with him would prove that she was a simple pony. If she could just get him to see past the veil of hate he had for Celestia, that perhaps he would open up and be friendly.

Thankfully today was the day she had left open in case she needed to go to Canterlot. Now she had plenty of time to get to know Winter. Hopefully she would find out what topics interested him and what she should avoid. It would not do to bring something up that might make him explode at an outing with her friends.

Twilight walked into the kitchen and began making breakfast. Spike was still in bed, he probably stayed up helping scatter the books around with Winter. She started the coffee, it sounded like Winter had not tasted it before, this would be a fun experience. She had the pancakes well under way when Spike walked into the kitchen rubbing his eyes.

“Morning,” He said groggily.

“Good morning Spike,” Twilight said happily, “What do you want to do today? We could open up the library, but I already announced that it would most likely be closed today so there might not be much business.”

“Well, I wouldn’t mind a day off,” Spike said thoughtfully, “I could go see Rarity or hang out at Sugarcube Corner. I haven’t been by to get more ice cream from Pinkie Pie.”

Spike looked at Twilight bouncing around the kitchen and did a double take at the coffee machine. It was still brewing. Twilight, plus early morning, minus coffee did not equal an enthusiastic Twilight according to his math. So what the hay was she on?

“Um, Twilight, you aren’t usually this peppy in the mornings, what gives?”

“Oh, well, I guess it is our new resident, I can’t wait to get to know him! It is all so exciting!” She squeed a little as she flipped the pancakes. “I know he doesn’t like me much, but think of all the interesting things he probably knows, I have all day to try and make friends with him!”

“Uh huh, well, that sounds fine to me. Well you know where I’ll be if you need me today.” Spike said as he pulled plates out of a cupboard. “Is there anything you want do this evening? Should I be home early?”

“Hmm, I don’t know, It is crazy, I don’t even have a list of things we could do today,” Twilight looked a little worried now, “oh no, this is not good, I had probably better go and make something.” She rushed out of the kitchen and left the pancakes on the griddle. Spike wondered if Twilight would ever survive on her own as he grabbed a spatula.

Twilight ran out of the kitchen and right into Winter who was coming down the stairs. Twilight gave a hoarse yell as they both tumbled into the library.

“I-I’m s-so sorry,” Twilight said trying to extract herself from the tangle mess of hooves, “are you alright?”

“Sweet Celestia! You are the clumsiest mare I’ve ever seen! What that princess sees in you I...” Winter cut off as he looked at Twilight.

In the back of her mind, Twilight was not surprised, her shocked face was probably a good one. However, that face did not last long as she pieced together the whole of what he left unsaid. He did not even know her! He had no right to judge based on looks! Her brain was still trying to comprehend the fullness of what he had implied and had no time to come up with a fast response. By the time she was ready, he was already speaking.

“I shouldn’t have said that... sorry” Winter’s voice sounded forced, “that... wasn’t... fair.” As he ground the words out it seemed he was going to explode. But moments later, all the anger that was boiling out suddenly vanished. He took a deep breath and looked over at Twilight.

“I am fine, you?” His words were deceptively calm.

Twilight decided to keep her thoughts to herself. After all, she was supposed to be the doctor here, patients lashed out all the time... at least, that is what Twilight hoped.

“No harm done. Sorry for bumping into you, I, uh... the pancakes!” She finished agast and promptly rushed by Winter into the kitchen.

Thankfully Spike was already scooping the pancakes onto plates.

“Oh good, you are alright, I’m surprised you remembered the pancakes.” Spike said.

Winter followed Twilight into the kitchen and sat at the table putting his head in his hooves.

“Thanks Spike, I’ll just go get that paper now,” She said with a guilty look at Winter.

She was back in a moment with her writing utensils. As they sat down at breakfast, Twilight began scribbling up a list. It quickly became apparent that she had no idea what was happening in ponyville. She had been so focused on her correspondence with princess Luna and her preparations that paying attention to her friends’ plans got ignored.

“Spike, do you know what is going on in ponyville today?”

“Uhmm, I can’t think of anything right now, but there is always something going on at the market or theater. Or if you are just looking for activities why don’t you go around and see your friends?"

Twilight continued to muse over her list, “Well, I’m not sure if I should introduce Winter to them or not. Especially Pinkie.”

“Do you take coffee Winter?” Spike asked as he put pancakes in front of the two ponies.

“I’ve never had it, but I would try some,” Winter responded as he looked up.

“Alright, I don’t care for it myself, but Twilight usually can’t function on the morning without it.”

Twilight grinned sheepishly, that was usually how it worked. She was a hopeless addict, it did wonders to get her functioning in the morning though.

“Now, she likes to ‘doctor’ it up with sugar and cream,” Spike continued, “but I suggest trying it black before you test adding stuff to it.”

He brought two cups to the table along with the sugar bowl and cream from the fridge. Handing one to each of the ponies, Spike promptly dug into his own pancakes.

After some coughing and spluttering, Winter decided that he liked coffee best with a good dose of sugar, but all in all it did not look like he would be joining Twilight for it every morning. She took a large gulp of her own and went back to her list. Shame, it would have been a good opportunity for her to chat with him.

“Well I can’t think of anything very interesting, I guess we could just go into town and see what we could do. But, if I know Pinkie Pie she will be front and center before we make it very far into town. Maybe we should just stay here?” Twilight looked at Spike, who watched Winter facehoof.

“Twilight, why don’t you just ask him what he wants to do? He is like, sitting right here.” Spike raised an eyebrow and gestured for good measure.

“Oh, right,” Twilight giggled nervously, “So uh, I guess we could go into town and see all my friends or we could stay here. But that is about it unless you got something else in mind?”

Winter sighed, “from what I have heard, most of your friends are quite gregarious so I may as well meet them sooner than later.”

“Okay then, don’t say I didn’t warn you! We can head out and get started right after breakfast.” Twilight said enthused. As reluctant as Winter seemed, she liked how he took things head on.

Chapter 3

Many Meetings

“Nopony Move!” Twilight yelled as she stood in the center of the courtyard, “Any closer and I’ll dispell all your sustaining magic!”

The pony-like creatures surrounding her paused as she lowered her charged horn.

“I don’t know how sentient you are, but unless you step aside or take me to my friends, bad things are gonna happen.” she shouted.

Twilight hoped that they understood, if she could get them all to follow and congregate together, then she would only have to use her spell once. The thought that she might be murdering a lot of ponies never crossed her mind. As far as she was concerned they were no more than empty constructs. From a scientific standpoint, she was right.

The ponies parted, opening a path to the keep. Twilight walked forward slowly and was relieved that all of the ponies followed her at a distance. She kept her horn glowing menacingly, they could be waiting for just the right moment to pounce. That would not have surprised her, their creator was not a very nice pony in her opinion.

As she continued walking her anger about the whole situation came flooding back for the first time since the blizzard. She almost died and her friends had been ponynapped. Yea, the pony responsible for this was going to get it; 'get it BIGTIME' as Pinkie Pie would say. She stormed through the keep oblivious to her direction, it felt good to be furious. Finding her friends would come eventually. But calming down was not an option, she wanted to be angry when she faced him. She had tried to be nice, informative, understanding and helpful, but it was all rubbed in her face with pranks and cheap remarks. It was now her turn to make a mess, she would show him just how dangerous she could be.

She finally entered the chamber where her friends were. It was just a simple dining hall with rather bland decorating and no tables. Each of her friends were in separate cages lined up along the floor. Twilight narrowed her eyes before turning to watch the guard ponies file in, then she yelled as loud as she could, pouring all of her rage into it:

“WINTER! Where the hell are you?” Her voice cracked into a scream rivaling Fluttershy’s traumatic Gala experience.

She heard Fluttershy and Rarity squeak and gasp collectively, but that was just a minimal thought in the back of her brain. Right now, she only had eyes for the unicorn that stepped from a side room and moved to face her.

* * *

The Ponyville library was located on the edge of town nearest Canterlot. It afforded the balcony goers a spectacular view of the distant city and the surrounding mountains. The morning light had yet to reach over the distant peaks. Which was creating spectacular shadows for any viewer of the scenery. The evenings were, if anything, more spectacular than the sunrises as the light would reflect off of the distant city spires.

All of this was lost on the two pony residence of the library as they exited its premise. One was entirely engrossed in how the social machinations of the day were going to play out, while the other was busy trying not to think of anything at all. To the average pony, it would seem that two friends were out getting an early start into a busy day. But if one were to take a look into the mind of just one, they would immediately see how wrong they were.

To say Twilight was distraught is an understatement. She had no ideas, appointments, checklists or even a plan for what was going to happen today. That was more than enough to frazzle her nerves. However, there was still more that raked a frayed bow across her strings. She had a companion who was forcing himself to accompany her even though he would obviously rather face a pack of Timberwolves. She had no idea how he was going to react to the happy citizens of Ponyville. Or how well his tolerance would hold up in the presence of Pinkie Pie. It was amazing to Twilight herself that she was trotting calmly towards certain doom without a single twitch of the eye. Perhaps her body was trying to tell her it would be okay; she wished she could make her mind believe that.

It was still early enough that when Twilight and Winter entered the marketplace, the shopkeepers were barely beginning to set up stands. Twilight decided now would be the best time to go and meet Pinkie Pie. The energetic pony was always up early, and most likely helping Mr. and Mrs. Cake with baking. Sugarcube Corner was a busy place once they opened for breakfast. Twilight hoped to avoid that rush.

“You know, the market stalls are usually set up by now in Canterlot. Ponies sure are lazy here.” Winter said condescendingly.

Twilight raised an eyebrow and gave him a sidelong glance. It was a much smaller town out here, surely he realized that life was more or less harder in Ponyville compared to Canterlot. Towns like this one grew the produce that was always readily available in Canterlot. Without Ponyville and other high agricultural towns, Canterlot would not be the big city it was.

Ponies were busy all day tending to their fields and livelihoods. Then were up late trying to wrap up work and spend a few hours with family. Half the ponies who set up stands for the day in the marketplace came in from the surrounding countryside, like Applejack. Even if they were up at the crack of dawn, getting things organized and to town took time. Ponies were anything but slouches in Ponyville.

“I seriously doubt that,” she said, “most ponies are up late working here, Ponyville has a lot of small events happening here all the time that keeps the populous busy.”

“Ah yes, I heard about a few of them, like that parasprite infestation,” Twilight saw him glance at her with a smirk as he continued, “It must be rough for them to live with you in town.”

Twilight stopped walking, “Hey, just because I've made a few mistakes does not mean I'm responsible for all the work that goes on here. It seems your knowledge is a little lacking on the goings on around here. Most everything that happens here I have nothing counterproductive to contribute.”

Winter laughed, “Whatever you say Miss Sparkle.”

“The residents are harder on themselves than I ever could be Mr. Winter,” Twilight shot back.

“Hmm, yes, we are going to see that rambunctious pink pony aren't we? So this is the famed Sugarcube Corner...” Winter appraised the building with a disdainful eye as they approached.

Twilight did not even flinch as Pinkie Pie burst out of it at full speed. She stopped on her front hooves with her nose almost touching Winter's muzzle.

“HI! I’m Pi--”

Winter recoiled, “GAA!”

His horn lit up and a wave of magic surrounded Pinkie Pie and blasted her back into the candied walls she had just come from. Twilight's heart jumped to her mouth. She watched as Winter, in his panic, prepared another menacing looking spell. It took mere seconds for this to happen. Twilight barely had time to register what was going on before the black mass forming above Winter’s horn was sent speeding towards Pinkie Pie.

She barely reacted in time. Teleporting in front of Pinkie Pie she planted the strongest magical barrier she could create in the path of the spell. The magic clashed, Twilight could see, and feel, Winter’s spell clawing at her barrier, trying to break it down. It felt sickening, she had never before had to block any menacing spells. Nothing she had ever blocked had been this powerful either. Thankfully, the sensation only lasted a second before she could feel Winter quickly back off the spell. Twilight left her barrier up as she whirled to administer to her friend.

“PINK-” Twilight said turning, but Pinkie Pie was already standing right next to her, apparently uninjured, “-iepie,” She finished flabbergasted.

“Twilight! What is up with this Mr. Mean McMeanie Pants anyway? Did he get up on the wrong side of the haystack this morning? It sure is rude to throw people around before you even met them, I mean, c'mon what was that?” She said, addressing Winter at the last while giving him a hurt look.

Looking at Winter, Twilight noticed he was staring at her with rather wide eyes. It did not look like he was going to perform any more magic. She lowered her barrier and tried to get his attention.

“Hellooo Winter, come in Winter!” She called, moving towards him, then leaning forward until their noses almost touched.

“I... h-hey back off,” he said quickly blinking away.

“Back off?” Twilight said almost hysterically, “Back off? YOU sir, you just attacked a pony! One of my friends at that! What in the world were you thinking!?”

“It was a mistake Twilight, I apologize.” Winter said, putting his nose in the air. “You do realize that she just appeared in my face. I don’t know about you, but I am unused to that happening to me. Besides, she is just fine. Your reaction and magic was timely and,” he paused and raised an eyebrow, “sufficient, I suppose?”

Twilight narrowed her eyes, “I don’t care if you are unused to it, that kind of behavior is not appropriate and I will certainly not-,” She paused as the weight of Winter’s tone sank in, “What do you mean by ‘sufficient’, what kind of spell was that anyway?”

Her eyes narrowed even more and she moved closer. She had to stop rather quickly however as Winter stood his ground. Odd, that usually worked in cowing ponies. For a split second Twilight was rather annoyed that Winter was not intimidated by her; but he started speaking and she put all other thoughts out of her mind.

“That was a rather simple war spell designed to incapacitate a pony through any means I see fit. It would have been easier to stop it if you had tried to disperse it like a cloud instead of blocking with a magical barrier. I could have continued the spell and weakened, or possibly broken your magical barrier without ever having to create a new spell. Your action was effective in this situation,” he put a hoof to his chin, “but it was hardly ideal for--.”

“I don’t care what it was! What makes you think I know ‘war magic’ anyway Winter? There has not been any war in Equestria for six hundred years! I can’t believe that princess Luna allowed you the use of that kind of magic.” Twilight was getting hysterical now. It was beyond her comprehension that Winter was aiming to hurt and possibly kill another pony.

“Twilight--” Pinkie Pie began.

“Quiet Pinkie, I’m not finished yet,” Twilight interrupted not looking away from Winter, “Winter I really hope that you don’t do this again, I would like to suggest you forget you even know that kind of magic because--.”

“Listen Twilight,” Winter interrupted her now, “I don't need any lectures on my behavior, certainly not from you. I admitted my error, apologized for my mistake and nopony got hurt. Your friend is just fine, I really think though that I should be addressing her right now since she was the victim and not you.”

He turned to Pinkie Pie and Twilight snorted in aggravation.

“I am sorry for causing you any discomfort Pinkie Pie, but it seems you are alright. You startled me but I think that I will be able to contain my reactions in the future. My name is Winter and I am princess Luna’s right hand pony.” He finished pompously.

“Well, if you are sorry then I’m ok with it!” Pinkie Pie said exuberantly, “after all, what are friends for if not to be forgiving?”

She bounced forward in a flash and tackled Winter in an enthusiastic hug. His eyes widened again but before he could do anything his back hit the ground with a goodly amount of force, he grunted. Twilight gave him a smug look when he glanced at her. She knew from experience that Pinkie was unable to hold a grudge if anypony apologized, and she would just get her own lecture on friendship if she tried to pursue the issue in front of her. She garnered what satisfaction she could from Pinkie Pie’s rambunctious hug, and her non-stop talking, as she tucked away the incident to be dealt with later.

* * *

Winter approached Twilight calmly, his face betrayed no emotion from their previous encounter. Twilight thought about hitting him with everything she had right there, but decided against it, she had something else in mind.

“Twilight,” Pinkie Pie said worriedly from her cage, “please be nice, he has not hurt us at all. We are all still friends right?”

“Aw shoot sugarcube, if we were all still friends, then how come we’re all in these here cages still?” Applejack intervened immediately, she turned to Twilight. “You're lookin mighty angry though Twi, mayhaps you better calm down a bit?”

“Your friends make a good point Twilight,” Winter said snidely, “Don’t do anything you will regret.”

“Quiet,” Twilight growled, “I know exactly what I’m going to do, and I will not regret one bit of it.”

She swirled to face Winter’s constructs which had followed her in. Twilight released the spell she had been maintaining. A purple wave rocketed out from her in all directions. She could feel it dissipating around seven points behind her, but it passed through everything else. The ponies that were in the hall all suddenly hitched and wretched for a split second before they dissipated into nothingness. She turned with a triumphant look back to Winter. He wore an infuriating smile. Twilight again considered blasting him with all the magical force she had, but the small part of her brain that was still ticking logically held her back.

“Nice Twilight, that's what I like to see, I’ve never seen that particular spell. Although, the basic premise is easy enough to understand, did you make it?”

“I just di- WHAT!? NO!” Twilight screamed furiously, “NO! I am NOT going to play those games Winter, you let my friends go now!”

Did he seriously just compliment her? What kind of crazy pony was he, she was about to blast him into kingdom come. She was angry and he was just standing there with a pleased, no, a smug look on his face. The nerve, what did he think he was accomplishing with this? His attitude made no sense.

Winter gave her an irritated look, “You know Twilight, for such a magically talented pony, you really are quite the idiot.”

Twilight could not help herself, she charged her horn and blasted Winter with her magic. Unfortunately, his barrier erupted instantly before him and the blast ricocheted off onto the floor. It still felt good though.

“Twilight,” Rarity gasped, “Surely you don’t need to resort to violence. Somepony might get hurt.”

“Thats the whole point,” Twilight growled.

“It is isn’t it... Just be careful not to hit your friends, because I’m not going to shield them from your rambunctious behavior,” Winter said.

“You are such a brute Winter,” Rarity said stiffly, “Why on earth are you antagonizing Twilight like this? Surely you-”

“Antagonize? I, and you, are all here to teach Twilight a lesson in magic,” WInter said hotly as he turned on Rarity. “She is an incompetent unicorn not deserving of the power she has. I may only be a pony trained in the art of war, but even I know enough about agricultural and civil magics to know that she could be doing a whole lot more to help Ponyville along.”

Twilight’s voice cracked, “TEACH!? Petty insults about my magical capabilities is what you call teaching?”

“I do not like you Twilight Sparkle, I’ll admit that right now. The only thing keeping me from blasting you into oblivion is that princess Luna has requested I do not.”

“You-”

“-I’m NOT finished,” Winter spoke over her loudly, “I have attempted to become your friend but... Every. Single. Thing that you do screams ineptitude, which just eats me up to no end. It angers me even more that princess Celestia saw fit to just let you waste away all of the talent you possess. I cannot sit by and let this continue, with all the knowledge you have acquired and learned, you still lack so much magical skill. What’s more, you don’t even try to get better.”

Twilight was starting to have a hard time comprehending what Winter was saying. Sure he admitted to not liking her. But his continual quips over the past few days about her magic usage was starting to get to her personally. She had always prided herself, secretly of course, on her magical prowess... But now, this pony comes in and every word and action he directed towards her showed a personal distaste for how she performed spells. Deep down, it nagged at her, clawed at her faith in Celestia’s teachings, made her doubt her own skill. Was she really very good at all? He was a pony who came from a time where magic was honed to its full potential in every pony. Unlike today, where unicorns were more or less allowed to learn and advance as they saw fit.

What if she really had been learning lazily? There was no need in these days to push to become the best you could be. She spent her time more in magical theory than actual practice of her magic. But that wasn’t wrong was it? Celestia had encouraged her studies, they had made some astounding breakthroughs in those long nights together at the palace. And, she was already going down in history with enough fame to rival Starswirl the Bearded. Surely everything she had been learning was not all bad, Celestia taught her what she had needed to know. She had encouraged her to follow her own path of study after that. Yes, that was all it had been, Celestia wanted to her to be happy, not the best.

Winter saw Twilight finally stop her charade and think for once, he could barely believe it. As much as he disliked everything she did, it was worse to watch her squander the raw power and talent she possessed. On the one hoof, he felt rather guilty for stretching his word to Luna to breaking point. But he was also pleased that he had a chance to get a shot at Twilight for a legitimate reason. He 'technically' had not broken his word to Luna, he had not injured Twilight or her friends. While his teaching was purposely violent, he was well within his right to defend himself against an angry Twilight. He might have been easier on almost any pony else with his lesson true. But he had decided this would be the funnest way for him to make Twilight realize the world did not revolve around her.

* * *

After a punctual thirty minutes at Sugarcube Corner, Twilight made her goodbyes to Pinkie Pie. She wondered if she looked as exhausted the first time she met Pinkie Pie as Winter did now. Twilight had given up trying to explain her, she could make a filly feel old with her overwhelming displays of exuberance. Thankfully though, she was able to excuse herself and Winter from Pinkie Pie's presence. They still had a busy day to get through.

Twilight decided to see Rarity next. She was usually up by now, getting ready to open her boutique . Hopefully they would have a chance to talk with Rarity before the hustle and bustle of the day.

The idea of a quiet chat was quickly squashed. Upon entering, Twilight found Rainbow Dash already there. She was decked out in a half finished dress which required her to stand awkwardly with her wings out. Of all ponies, she was the last one Twilight would have guessed to be in with Rarity this early in the morning.

The only times she wore clothes was during events with the rest of her friends. The only reason she could think of for Rainbow Dash being there was that Rarity won a bet against Rainbow Dash, and she was forced to model for a day. Twilight groaned at that. She had lost a bet to Pinkie Pie once and that was what she had come up with for Twilight to do. For a pony who was so full of energy and always moving, being made to stand still for hours on end was the worst thing in the world.

The bell jingled once again as the door closed and Rarity turned, clearly expecting a customer.

“Welcome to- She cut off as her eyes landed on who entered, “Twilight! Why, you are certainly out early. Who is this?”

Rarity looked him over. She was no doubt imagining all of the different articles of clothing she could put him in. Twilight was half inclined to let her do as she pleased if she asked. It would be fitting justice for what he had done to Pinkie Pie.

“Rarity, this is Winter. The stallion I was talking to you about a few days ago,” was all she said.

Rarity looked confused, so Twilight continued, trying to jog her memory.

“I came to you with a letter. I asked for your advice on what to do?”

Her face brightened, “Oh! Of course darling. I am so sorry. I've just been so busy these past few days it all seems to... blur together.” She chuckled nervously.

“Hey, hello,” Rainbow Dash cut in, “no offense Twilight, but I was here first and unless I get this dress off soon there isn't going to be much left of anything in here. My wings are starting to itch and it is very uncomfortable.”

Rarity spun and hurried back to continue fitting Rainbow Dash. She started taking measurements and making calculations as she maneuvered pins and fabric around the Pegasus. She worked quickly, but there was still no keeping her from trying six different styles of dress or color every few minutes.

“My apologies Rainbow Dash; I am afraid I'm very busy at the moment Twilight, but it is very nice to meet you Winter,” she said briskly as she worked.

“Thanks Rarity,” Twilight gave Rainbow Dash a confused look, “Rainbow why are you here getting a dress made, I thought you hated this kind of thing.”

Rainbow abandoned her pose and flew excitedly towards Twilight, eliciting an indignant squawk from Rarity.

“There is an awesome Pegasus racing event in Fillydelphia tomorrow and the Wonderbolts are going to be the judges,” She gushed, “This is a huge event and the top three winners will get to spend the evening with them! I've already got a place in the race and I'm making sure I have something totally awesome to wear.”

“Rainbow Dash,” Rarity huffed loudly, “this is not going to help you get your dress made sooner, and I simply refuse to allow you to ruin my fabrics! Get back over here!”

“Alright alright calm down Rarity. I gotta move sometime, this statue business is killing me. Ugh! I can't stand here all day. I'm a Pegasus, I need to get out and fly at least every hour. Besides, I gotta keep practicing!”

“You have been standing there for barely twenty minutes Rainbow Dash. You stood still for longer than this for the last dress I made for you.”

Rainbow Dash ignored her and turned to Winter who had yet to speak.

“So, you are Twilight's new pal huh? How is that working out?”

“Well I've just about died of boredom at least half a dozen times now; but thanks to that pink pony I did not commit suicide this last time,” Rainbow sniggered as Twilight gave Winter a glare that could curdle milk. He ignored her and continued undaunted. “So, Rainbow Dash, you think you got what it takes to fly in the Grand Fillydelphian Circuit?”

Rainbow Dash's jaw dropped. “Woah! You know about it? Are you a racing fan? That is so awesome! You just gotta come watch the race now! I'll--”

Rarity's irate voice cut across the room, “Rainbow Dash, this dress is going to take time to make. Unless you want to go to the dinner without a dress, I suggest you get back here. The more you mess up my hard work, the longer this is going to take.”

Rainbow Dash grumbled as she floated back to Rarity. She immediately started straightening the half made dress and re-taking measurements. Winter continued the animated discussion with Rainbow Dash about racing and Pegasus feats.

Trying to tune out the conversation, Twilight turned to the white unicorn. “Well Rarity, I suppose we should get out of your hair here then. I just wanted you to meet Winter since we will be together for the foreseeable future.”

“Woah wait, together, you are what with who?” Rainbow turned from her conversation with Winter.

Twilight looked scandalized, “No! Not, nothing like that, its just...we are living...I mean, not...” She trailed off spluttering, her vocabulary failing her panicked mind.

Winter sniggered, “Woah, got kind of a dirty mind there-”

Rarity interrupted him, “It is alright darling, I understand your situation perfectly, no need to sweat an explanation,” she soothed as she wove more fabric into the dress.

“What do you mean no explanation? This is- Ouch! Rarity what was that?”

Rarity smiled innocently, “Woops! I am sorry Rainbow dear, but you really need to stand still. I am afraid I have misplaced a pin or two.” Winter sniggered again as she turned to Twilight, “You go on dear, we both have busy days to finish. Don't worry about Rainbow Dash. I'll make sure she doesn't spread any rumors.”

Twilight gave her a grateful look before turning to Winter and Rainbow Dash who had fallen back into their conversation.

“Winter we should go, Rarity and Rainbow are really busy,” she said interrupting them.

Rainbow Dash glanced at her, but Winter continued talking and she was quickly distracted again. Twilight interjected again to little effect. Winter was ignoring her, and doing a great job of capturing Rainbow Dash's attention. She was starting to catch on that he was purposely irritating her. Celestia help him if she lost it.

Rarity spun Rainbow Dash around with her magic. Under the pretense of arranging her front, she covertly got Rainbow to observe the look on Twilight's face. Rainbow Dash's eyes widened and she shuffled her hooves nervously. They both knew Twilight well enough to notice that she already was having a tough morning. The Pegasus quickly decided to wrap up the conversation.

“Um, well I guess you need to be going, I'll see you around yea?” Rainbow tried to wave at Winter, but Rarity slapped her hoof down while telling her to hold still.

Thankfully for all the ponies, Winter finally walked past Twilight and out the door. She took a deep breath and followed. Rarity and Rainbow Dash gave each other a knowing look, unless things went well from here on out, something was bound to happen with Twilight. The frazzled mane and eye twitch were never a good sign on her.

* * *

The air around the seven ponies felt like crackling ice. Applejack could almost feel the electricity jumping from Winter and Twilight. The surrounding air was still ice cold though. She could tell the rest of her friends were feeling it too. They sat as silent as the dead in their cages as they watched the two ponies in their standoff.

Applejack watched as Twilight's face reflected the thoughts going on in her head. She was not sure she understood much of what Winter was telling Twilight as she did not keep up with unicorns and their magical terms. But what she did know was that Twilight was the most powerful, talented and friendliest unicorn she knew. It seemed to her that Winter was being very unfair in his “teaching”. Anypony could see that he and Twilight did not get along. He was being blatantly antagonistic.

“Let my friends go Winter, now.”

Applejack started as Twilight's cold voice broke the silence.

“Or what Twilight? You gonna run to your princess and hope she makes everything better? Because I haven’t seen or heard of you doing much else,” Winter sneered.

Twilight’s wince surprised Applejack, it seemed as though Winter had struck a nerve. She kicked herself mentally for wasting the opportunities she had to learn about Twilight’s past. What Winter had said was upsetting to Twilight. An all too true statement that she seemed to be trying to keep hidden. Indeed, as Applejack continued to observe through her cage, Twilight directed her anger into a defense that steered away from the comment.

“What do you want from me Winter? Not that I’m going to give it to you.” Twilight said.

“I want you to fight me Twilight,” Applejack watched Twilight’s eyes widen and then narrow at his response. To her left, Rarity swooned.

After a glance and raised eyebrow at Rarity, Winter continued, “With as much power and talent as I have seen from you, I still cannot understand why you let it all go to waste. If you fight, I’ll let your friends go.”

Now it was Twilight’s turn to sneer, “You are sick Winter. I don’t know what you hope to accomplish by having a deathmatch. You clearly have some mental issues for even contemplating it.”

Winter growled. “And you are ridiculously naive for thinking combat is not beneficial. Firstly it is going to teach you mental discipline. Then I am going to teach you some things about magic that are actually worthwhile.”

“You don’t know how I learn or what I deem to be worthwhile and beneficial Winter. It would have helped your situation to discuss-”

“That is your problem right there,” Winter interrupted, “What you think is ‘worthwhile’. Did you ever consider what would have been worthwhile for other ponies? Your selfishness has kept your potential from helping other ponies better themselves.”

"You really think I'm being selfish? Who's assuming things now? You hardly know me or how I conduct my life." Twilight said hotly.

“I haven’t seen any evidence to convince me otherwise.” Winter bluntly stated.

“You haven’t even tried to figure anything out! The only things you have done have been antagonistic and irritating, not once have you tried figuring out anything about me.”

“And that is for good reason,” Winter scowled, “I don’t need to ask you about anything because your life is an open book, it is pathetic.”

Twilight snapped, it seemed she finally had enough. Applejack watched in awe as Twilight’s horn lit up like a miniature sun, even brighter than when she had handled the Ursa Minor. She suddenly realized that she still had no idea how powerful or capable Twilight really was, even after all this time. Her blood chilled as she thought back to the occasional times Twilight had almost lost it.

She had no idea what it was Twilight blasted Winter with, but it was clear that it was ridiculously powerful from the size of it. The beam hit the wall behind Winter as he reflected it around himself. It left a red hot circle of rock where it blasted right through the building.

Twilight fired again. Only this time Winter simply teleported out of the way, letting the beam smash the dais which had previously been behind him.

“I could do this all day Twilight,” Winter said from beside her.

She spun and tried to buck him with her hooves but he deftly caught them and twisted her to the ground. Twilight gasped in shock and pain but rolled back onto her hooves already preparing another spell. Winter sighed and shook his head as she encased him in a magical sphere and crowing with triumph.

“Normally I would be a little intimidated if you had done this to me Twilight Sparkle. Your power is unparalleled and I would have no hope of breaking your shield. However," he said with a smug smile, "I know your knowledge of war magic is sadly lacking. Thus giving me the advantage of knowledge in this situation. I hope that you, in your respect for knowledge in general, understand that I can most likely best you in this fight.”

With that, Winter touched his horn to the purple ball of magic surrounding himself and started infusing his magic into the shield itself. Twilight could feel it spreading through her magic and she began to panic. She was pretty sure her shield should have stopped any and all magic thrown at it. But this was obviously not the case here. It almost seemed as though his magic was joining hers.

Before Twilight could ponder the new happenings and sensations further, every part of her shield, and by extension herself, was suddenly assaulted by what felt like, thousands of tiny spears. She gasped and reeled as she lost control of the magical barrier surrounding Winter.

He smiled wider. “If you understood war magics in the slightest you would have been able to counter my attack.”

Twilight attacked again and Applejack watched in fascination from, well, the center of the room. Not the place she really wanted to be, but that thought was rather far back in her mind as she observed all of the things Twilight conjured up to throw at Winter. She was in even more awe at the male unicorn for avoiding every single spell Twilight came up with. It was obvious he was in his element by the way he glided around or sliced his way through Twilight’s attacks.

After only a couple of minutes, it became clear to Applejack that Twilight was outmatched. True, she was still blazing through powerful magics and spells at an impossible rate (a glance at Rarity’s jaw confirmed her suspicions on how much power Twilight had). Even to her, she did not seem to be tiring out very fast; but the openings Winter had because of his combat prowess to attack Twilight were all too frequent, even for an earth pony to see.

Every time he had one of these openings, he taunted her with words and small zaps of magic. The red on Twilight’s cheeks were becoming pronounced enough to be unmistakable, even against her convenient coloration. Applejack knew a climax was coming and could not see any way that it would end well. She was growing angry at Winter for egging Twilight into this state. She had no idea how Winter was going to benefit from this situation. She began to silently pray that she and her friends would be spared from what was surely to be an explosive ending.

A crash, louder than the ones before, made Applejack force her eyes open to observe, what she was sure, the end. It was not. But it was still quickly nearing. A corner of the keep had collapsed completely and sunlight was now pouring in. It seemed the storm was over, outside at least. The rest of the keep was teetering now having been blown full of holes and having just recently lost one of its corners.

A bang behind Applejack confused her for a moment, Twilight and Winter were in front of her, not behind. She turned and gasped, Princess Luna stood in the entrance to the keep. It seemed she had just blasted open the doors. The wrath that was evident on her face, while not directed at herself, made the blood in her veins run cold. Luna strode forward but before she even reached the cages dialog from the duelists broke Applejack from her stupor.

“Well, you managed to destroy just about everything else, but you keep missing the target,” Winter taunted.

“SHUT UP,” Twilight screamed back, “It’s not like you have been able to do much yourself.”

“Oh no?” Winter’s smug grin turned into outrage, “Then what do you call this? Or this? Or THIS!”

With each punctuated word, Winter teleported around her and gave her a sizzling burn on her hide. Twilight jumped and spun while she flailed crazily with each burn he gave her. He teleported in front of her and she let loose a swing before thinking. Winter caught her hoof with his and twisted her to the ground.

“I could have killed you any time I wanted,” He snarled.

Twilight spat in his face, “Do your worst cretin,” was all she could come up with.

The purple unicorn pushed Winter back as he tried to wipe off the offending mucus. He snarled and spun back around to face her with his horn glowing. Twilight prepared to counter with her own magic but was interrupted by the princess.

“ENOUGH,” Luna thundered, her royal canterlot voice maxing out and causing all the ponies to instinctively crouch to weather the wind. “Winter, what ARE you doing?”

“I am,” He faltered and laid his ears back, “I am teaching Twilight a lesson.” He finished firmly.

“You--” Luna did not ever get to finish.

Twilight had fired another monstrosity of a spell, It crackled with more energy than anything previously she had sent. Winter’s eyes widened in the split second he had before the wave of magic hit him. Twilight had no idea what was going through his mind. But his horn was still glowing and he somehow improvised whatever spell he was preparing to cast into something that would change his and Twilight’s world forever.

As the two spells clashed, the world imploded around them. Before the two unicorns quite knew what was happening, the imploding sphere shot out two tendrils of magic which latched onto their horns. It seemed to try and send one at Luna, but she deftly flicked off the magic and teleported to the cages with the rest of Twilight’s friends.

“Princess... what-”

There was no time to finish. The imploding sphere expanded and encompassed Twilight and Winter within it. Luna, in her thousands of years of magical prowess and power, erected a shield that encompassed the five ponies and herself in an instant. The spell washed angrily, but harmlessly, around them. She gasped as the magic tried to take hold of her spell and turn it against her, but she quickly teleported herself, and the others outside the castle to a ledge far above.

The amount of power it had taken for her to withstand the onslaught had been immense. It showed on all of the ponies. Their manes were singed from her desperate teleport attempt and their landings had been less than ideal. But Luna had little thought for this. She galloped to the edge and looked down on the castle below. The sight before her eyes was unlike any she had seen.

The sphere had grown to encompass the whole keep, but strangely it was not growing any larger. It was a glossy silver in appearance. It occasionally lashed out monstrous lighting tendrils into the castle grounds. Luna’s brain had barely taken this in before the sphere suddenly vanished. The keep, and an almost perfect half-sphere of ground had been removed. Luna watched in stunned silence as the surrounding sand collapsed into the hole.

"Well... What now?" Was all her mind could come up with at the sight.

Chapter 4

Other Worlds

She was inside her mind again. The orb that seemed so familiar surrounded her, it was comforting to be in such a familiar place again. It was something about the eddies of magic that flowed around her, they seemed so familiar. The more she looked, the more complex the patterns became. There must be an endless well of magic tucked away in here. It was clear that there were five separate types of magic intertwined into the base pattern, enhancing and strengthening it where it was weak or did not flow well. Without these extra types of magic the pattern would be flawed and she instinctively knew that using this magic without those supports would have catastrophic results.

Why had she not noticed something like this floating around in her waking mind? Its power was overwhelming, you couldn’t hide something like this in the mind of a unicorn. Any unicorn worth their salt had some degree of mental awareness. You had to, if you wanted to perform spells. Unless... No, there was certainly no way... No way she could be ignoring it. How could she? It was so peaceful here, she felt like she belonged with this magic, that it belonged with her. Perhaps somepony had locked it away and forced her to forget about it’s existence.

Twilight reached (theoretically) out and tried to tap into the swirling patterns around her. It resisted, or, was it her that resisted? It was hard to tell, but as soon as she made contact apprehension filled her. Who was she to have this kind of power? There was no controlling that much power and remain safe. She felt herself pulling away in fear and was astonished to see that the pattern snapped away from her. She was suddenly aware that the pattern had been shaped so as to flow into itself like a ball, effectively keeping itself from interacting with the rest of her mind. That was odd... If she could only-

She felt herself suddenly being pulled away, Her subconscious telling her that she was needed elsewhere. This mystery would have to wait. Her body called, it needed attention. She drifted out of the vision and she blacked out, losing consciousness within her conscience as her mind desperately tried to wake up.

* * *

Pain is always an unpleasant sensation to wake up to. You are not yet in control of all your bodily functions but you can still feel everything.

This was the first sensation that Twilight recognized as she regained consciousness. Her brain kicked into overdrive as it pumped adrenaline into her veins. The rest of her senses kicked in almost all at once as she tried to heave her body into a standing position.

As she rose to her feet, she found why she was hurting. Her legs had been folded beneath her in a very uncomfortable position. Next, as she opened her eyes, she found herself in a large room. It was like a throne room, and very dark. Her last sensation was sound, or the lack thereof. It was oppressively silent, almost so quiet you could hear it. Twilight heard her heartbeat quicken as she looked around. Her surroundings were all in shades of Grey, as if all the colors had been bleached. The center of the room was much darker, the colors seemed a little more vibrant there, but that was all.

She spotted cages, they were empty. What were they for? There were five of them lined up along the floor... odd, this did not seem like the kind of place for them. In the middle of a throne room, or was it a dining hall? Twilight shook her head trying to shake free of her sluggish thoughts. She had to find out where she was.

A soft groan from the floor startled her, it was a pony, a male unicorn; she must have missed him, his color blended rather well into the floor. He stood and rubbed his head, Twilight opened her mouth to speak just as he turned his face towards her. Nothing came out. She suddenly remembered where she was and what she had been doing before she blacked out.

“Winter...” She rasped, boy that hurt. She swallowed.

“You, what did you do?” Winter said aghast, or was it disgust? His voice was a little throaty as well.

“Me!?” Twilight’s rage rekindled. After all he had done, what with the kidnapping and all, he was blaming this on her?

Twilight did not wait a moment longer, she shot Winter with all she could muster. Time seemed to slow as she realized that he was nowhere near ready to deflect her magic. His eyes widened and she could tell he was doing his best to concentrate through a haze she was sure his mind was swimming in.

It broadsided him and threw him across the room and slammed him into the far wall. Twilight’s brain went blank, her rage drained in an instant. Now that she had actually hit Winter, she felt nothing but fear for his life. She never meant to kill anypony. She did not realize that when she was fighting him, but now that it had actually happened she was stricken.

Twilight galloped over to him, the hope already draining, even an earth pony would have realized that her blast would have killed even a manticore. “No, no, no!” She thought frantically, this couldn’t be happening! What had she done? Twilight dropped in front of Winter’s prone form as panic began to set in. A small part of her mind registered the fact that he had not been blown to bits, but it was quickly washed away as hot tears began to drip down her chin. This wasn’t supposed to happen. He was supposed to have blocked, he should have been ready. Why did anger have to get a pony in so much trouble?

She sobbed into his coat, previous grudges forgotten. It was not like she walked around every day killing ponies just because she did not like them. She couldn’t even remember a time she had tried to intentionally hurt a pony. Well, hurt them a lot, physically at least. But still.

Suddenly, he moved! Winter’s groans pierced through her thoughts and she gasped. He wasn't dead? He opened his eyes and saw Twilight looking at him with a shocked expression.

“H-huh?” She gasped.

Winter reacted in an instant and blew Twilight off with his telekinesis, forcing her back as hard as he could. Which was pretty hard. Twilight crashed right through two of the cages and slid a few feet on her back. She screamed in pain, but she was on her feet in an instant. Winter did a double take, that should have incapacitated her. In the split second that he hesitated, he saw Twilight do the same. "She would have had me", he thought as his mind sprang into action and he blasted her with a bolt of magical energy similar to Twilight’s.

Now it was Twilight’s turn to crash into a wall and leave an impression before she fell to the floor. Winter stood in silence, trying to comprehend what had happened. Again, it was Twilight’s turn to break the silence with a groan as she rose to her feet. “No way,” he thought.

They both engaged again. While in each of their minds they were wondering about the lack of injuries, they gave it no priority during their battle. They ducked, dodged and weaved in between magic spells and general hoof to hoof combat as they each tried to subdue the other. Every time one of them failed to block a spell and was hit, they shrugged it off as if it was nothing. Their surroundings did not seem to be taking much of a beating as well. Many of the reflections and missed shots did little damage, but wherever a pony hit on purpose, or was thrown, the damage was clear.

Finally, Winter hit Twilight and through her the main doors. As Winter walked out, he realized something was out of place... Okay, actually it was everything. The sun shone bright sure, but the land seemed much too dark for the amount of light it should have been receiving. Everything seemed to have had most all the color sucked out of it and was probably absorbing the light as well. The grass could have been mistaken for just being a dry brown... but the wooden structures, the castle walls, the road through the courtyard were all washed out in color.

Winter ignored the world after an initial glance, his mind focused on Twilight. She was not focusing on him however, that was fine by him. He charged up his horn and pointed it at her, and fired.

Twilight barely managed to erect a barrier just in time, but she did not retaliate. Winter fired twice more before Twilight was able to make her jaw work.

“Winter STOP!” She yelled, screaming hurt to much. “Enough,” she watched the charge on his horn fade away.

“Look around us Winter, something is wrong.”

“Yea right Twilight. Try not to make your distraction seem so obvious,” Winter said as he prepared to cast more magic.

“LOOK around you,” Twilight was still shouting, “The world is colorless! My friends are missing and you have hit me at least half a dozen times to no effect. Something isn’t right here Winter and I really think this fighting is going to get us nowhere. Please calm down?”

“First things first here Twilight, I don’t trust you. After all, you shot first. Next, I may be as curious as you, but I’m not turning my back on you for one second.”

Twilight groaned, “Fine!” she snapped irritably. She turned around and marched off towards a building while dropping her barrier.

Winter followed slowly. His curiosity was definitely piqued, but he was more than a little suspicious of Twilight’s sudden change in behavior. Just as he gained the upper hoof too. It would be easy to catch her off guard, but he had a sneaking suspicion that what she said was correct. He would not be able to do more than piss her off.

“Okay, this is weird,” Twilight said, almost to herself but it loud enough for Winter to easily hear.

He walked towards her and stood close as she inspected the side of the building. He made sure it was a respectably safe distance however, she had just tried to kill him. She stiffened, probably at his precautions, but continued her inspection.

“I have never seen stone manufactured in this way to create a building, but somehow I know it was done magically, and probably how to do it... weird.” She gave Winter a puzzled glance.

He raised an eyebrow, “well its not like it is hard to do it, probably only took me half an hour to build the building. It isn’t much to look at, but I wasn’t going for looks. It takes much more work to create details on these kinds of buildings than just four walls and a roof, thats why you don’t hardly ever see the decorations on a building created magically. Its all done by hoof, easier that way.” He looked at the wall, “Either way, I don’t see the big deal, it’s an easy spell to learn, nothing spectacular.”

“Yes but that is the thing, I haven’t learned it yet, I know I haven’t.”

Winter shrugged, “Whatever Twilight, I have no interest in discussing this with you, five minutes ago you were trying to kill me.”

Twilight growled. “Only because you deserve it, are you going to completely ignore what you have done and act as if I’m the only one at fault here?”

“I don’t deny my actions, namely kidnapping your friends. But the point stands that you were trying to kill me,” he responded lightly.

“You don’t even- GAA, forget it.” Twilight stormed off.

Winter let her go, he was a little surprised that she had stopped fighting so suddenly, Equestrians these days were quite emotionally driven. It was odd how quickly their goals changed. Actually, it was more unsettling than anything. He would have been just fine in continuing the fight, he almost did too. It would have made sense in his day. These ponies were just plain weird.

Twilight continued marching across the courtyard. She was sick of being around Winter, he brought out the worst in her. If he was going to act like a selfish brat she would just figure out what had happened on her own. She would probably work better without him around anyway, just the sight of him made her angry.

However, it seems that fate, or perhaps chance in this case, had different ideas. Twilight was hardly a hundred feet when her vision began warping, distorting her surroundings. She stopped abruptly and put a hoof to her forhead... No, it wasn’t her vision, the world was warping. She blinked, trying to focus her surroundings, but it did not help. Twilight growled and continued walking which only increased the distortion. To make matters worse, she felt some type of force trying to pull her back from where she came.

Winter, that son of a seapony. Fine, if he wanted to try and keep messing with her, by all means, let him exhaust himself. Twilight pushed forward, trying to break free of whatever was holding her. The world spun and her surroundings were quickly becoming unrecognizable, it was nauseating.

“TWILIGHT” Winter called, he sounded strained, “TWILIGHT STOP!”

Twilight fell to her knees as she tried to turn and catch a glimpse of Winter. He seemed to have fallen as well, but he was still struggling to move towards her. One thing was painfully obvious, Her direct vision to him was crystal clear, everything surrounding that however became progressively more distorted.

She began to crawl towards him, trying not to throw up... The world quickly started becoming less warped. By the time she had made it half a dozen hoof lengths, the world had almost returned to normal. Her nausea remained unfortunately, but she was able to stand now and she quickly made her way towards Winter, who was struggling to do the same.

He looked a little green, and was holding his mouth with a forehoof. Thankfully he didn’t throw up, but Twilight maintained a little distance just to be safe. He took a couple of steadying breaths and opened his mouth.

Twilight beat him to the punch however, “What exactly were you trying to do Winter?”

“I did absolutely nothing, jeeze Twilight, you sure are quick to lay blame on me for everything aren’t you?”

“Thats because every incident that has happened since I’ve met you has been your fault.”

“Thats not entirely... Ok maybe so,” Winter put a hoof to his chin, “But it wasn’t me this time. I don’t think we should go our separate ways.”

"That's a load of horsefeathers", Twilight thought, narrowing her eyes. He was up to something, obviously some sort of mind...

“Nnngh... Twilight, why in Equestria would I be lying to you? What’s more, why do I even feel a need to explain to you that I want nothing more than for us to go our separate ways? Your brain is as fuzzy as Pinkie’s mane and it is screwing with me as well.”

Twilight contemplated this for a moment. Her brain flew through all of the possible explanations of why the world turned upside down when she walked away from Winter. Even at the speed of light it took a few moments for her to process all of the likely scenarios. As convincing as Winter sounded, he was still the one variable she had no grasp on for the complex equations of trust she had bouncing around in her head.

“Walk backwards slowly Winter, if you really want me to believe you, then I’ll just watch and make sure you aren’t using magic. Then we will see if this, warping, happens again.”

Winter put a hoof to his head with a groan. Why did he even bother? Now that he had observed his surroundings, albeit briefly, he was actually starting to get a little intimidated. He had no idea where he was, but he suspected that the magical explosion between Twilight and himself had something to do with it. The world was lifeless, colorless, and he had almost lost what little dinner he had remaining. He tried to feel happy that Twilight was walking away. Still, that did not justify why he wanted Twilight to believe him. Why did he care what she thought or believed?

He sighed again and started marching backwards. Arguing would get them nowhere and he just wanted to figure out what was going on. As much as he hated to admit it, this was more Twilight’s area of expertise than his. She spent more time theorizing about magic while he had just spent his time refining what was already there.

One would have to be naive indeed to ignore the fact that there had been more advances in magical understanding in the past hundred years than ever before. He had read up on Twilight Sparkle’s achievements while still in Canterlot, her discoveries were certainly impressive. But how in the world she was able to accomplish those things while being completely inept at fighting was beyond him. Most of that magic wasn’t really combat oriented either, it was as if she simply refused to learn how to handle anything that even related to the word “fighting”. That was hardly the problem though, what her problem was that she did everything by the book, and as a consequence, a lot of her spellcasting was impractical.

Not paying attention to his hoof placement, Winter tripped and fell over backwards. As he tumbled, the world suddenly went out of focus. His stomach churned and he closed his eyes while he tried to orient himself. He felt a tug and he allowed it to pull him, hoping that it was towards Twilight. Opening his eyes was out of the question, he would certainly lose whatever he had still in his stomach.

About a hundred feet away, Twilight watched Winter trip over himself. She would probably have sniggered, but as soon as he fell back that short distance her world turned upside down. She felt her stomach drop as her vision remained clear in a narrow corridor towards Winter, while the rest went out of focus. She stumbled forward, allowing some unseen force drag her towards the other unicorn while trying to quell her queasy insides.

In moments, the world was back to normal. As soon as she was able she trotted the rest of the distance towards Winter. He was laying face down, looking sick.

“I hope you are convinced, because I’m not doing that again."

Twilight snickered, “You look kinda green there Winter, just don’t puke on me and we, well I guess its just me, will be fine. At least, until the vertigo passes.” Twilight paused as he groaned. “You know, it might help to-”

“Twilight, stuff it,” Winter said irritably, his voice muffled by the ground, “I’m still finding it hard not to pummel you. It would be rather enjoyable too since I wouldn’t have to stop and wait for you to recover.”

She gave an indignant snort. “Fine, I get it. You still hate me. Well that is fine because I don't like you either.” She paused as Winter rose up on his haunches and looked her in the eye. She continued carefully, “But, it would seem that we can't exactly part ways. So I suggest we just put our differences on the back shelf and try to work with each other until we get out of this mess.”

Winter looked at her a moment longer before glancing away. “Alright, that sounds sensible. I don't want to be any longer than I have to be. Especially if I have to spend that time with you.”

Twilight bristled, but said nothing. She had gotten him to agree, that was enough for her. If he needed to continually jab at her to make himself feel better, she wasn't about to call him out on his immaturity. It would have made herself feel better, but she had learned a lot in the past two years in Ponyville. Others did not respond well to that kind of reprimand unless they knew each other well.

She decided right there to not let Winter get to her again. She would be the mature one and set the examples. Then, depending on how long they would have to work together, she might start having an impact. Hopefully it would not be for long. It was selfish of her, but she did not want to help Winter anymore. As soon as they got home, she was going to send him back to Princess Luna and wash her hooves of this.

As quickly as those thoughts came, they were gone. Twilight was still staring at Winter who was pointedly looking away. She shifted her gaze. They were still in the castle that Winter had conjured. Was it still the same though? The colors were washed out, there was no sound or life that she could see. Something had changed, the world was different. Checking for life,that seemed like a good place to start analyzing as any. Her friends were gone and she had a nagging feeling everything else was as well.

She sighed and closed her eyes before turning back to Winter. “Okay, we don't have any idea where we are. At least, if we are still in the real Equestria. I think we should start moving back towards civilization and check for signs of life.”

“Fine.” Winter said tonelessly. He got up and began moving towards the mountains. Twilight scurried after him. He moved towards a wall of the castle, but it did not have a gate. She opened her mouth to warn him a wall was there, but he lit his horn up and she tensed. Winter continued to walk forward and applied his magic to the wall. It morphed to create a door shaped hole. Winter passed through and waited for Twilight, who had been staring.

They began walking towards the mountains. Twilight quickly noticed that everything seemed dead. The plant life still had leaves, but they were not living, they were too Grey for that.

It was not long before the path they were taking became familiar to Twilight. It was the same one that lead back towards the cave that had saved her life. Her face darkened as she recalled the reason why she had been running in the first place.

Much sooner than she remembered, they reached the cave. As it came into view both ponies stopped dead in their tracks. The area around the cave looked exactly like it had when Twilight had first laid eyes on it.Exactly.

Every color that had stood out to her when she had first seen the cave was there in all it vivacity. There was even the songbird that she had remembered seeing flitting about. She watched it for moment, remembering that it had held her interest the first time for a few moments longer. Just as she was about to pull her eyes away it flitted out of the area around the cave that was in color. It disappeared. She did a double take, as soon as it had left the picturesque area, it ceased to exist. Twilight got a chill up her spine as she recalled that was the exact moment it had ceased to be an interest to her the first time around coming to the cave.

“Well, this is... odd.” Winter stated in a matter-of-fact voice.

Twilight glanced at him before moving forward. “This is the cave my friends and I spend our last night together in. Every detail is exactly as I remember.”

Together they walked towards the cave entrance. As they crossed the border of color, Twilight swore she felt some kind of magical touch? Resonance? She was not sure what to call it, but it was barely distinguishable. She quickly realized Winter had not followed her.

“Can't you feel that?” He asked askance. He frowned. “It feels like... you. It feels like your magic.”

Twilight blinked, was that what she had felt? Her magic? That would explain why she barely felt it at least, she was already used to feeling it all the time. It just so happened that her magic was not being fueled by her at this moment. “Well, I'm not aware of it at least,” she amended to herself.

“It is harmless then, I know I haven't created anything magically threatening. Although I don't remember putting anything magical around the cave last time I was here.” She added the last as an afterthought.

“Strangely enough, that does not placate my fears.” Winter said snidely.

“Oh for Celestia's sake!” Twilight stepped out and grabbed Winter, pulling him into the circle before he could react.

“Stop! You... On a stick!” He swore, his words garbled as he crossed the barrier.

“There, that wasn't so bad was it?” Twilight said smugly.

Before Winter could reply, the world shifted. There was no other word for it. One moment they were standing in the small entrance, next they had become apparitions. Twilight's eyes widened as Winter suddenly became see-through. His surprised face indicated she was the same. The world had come alive in that little bubble of color and they were no longer a part of it.

Winter tried to back out, but a seemingly invisible wall kept him from passing the line of color again. He swore again before Twilight could hush him.

“Listen!” She hissed. “Something is coming!”

Sure enough, as Winter quieted they could hear cracking branches and a murmur of voices. Twilight looked around but she could see nothing. The voices were coming from the edge of the color in the direction they had been heading.

Suddenly, Twilight herself came into view. This Twilight was not a ghost. Her voice quickly became clear, as if someone had opened a door to where two ponies were having a conversation. Before ghost Twilight could speak, Applejack, Rarity, Rainbow Dash and Fluttershy all came into view as they moved with not-ghost Twilight.

“-I'm sayin is we should keep moving.” Applejack said, clearly continuing a conversation they were having.

“And then do what? Meet them in the dark? No Applejack, that makes no sense. None of us have even been on this side of the Everfree Forest, we have very little knowledge of what is out here.” not-ghost Twilight said.

Ghost Twilight suddenly understood. This was her just a few days ago. It was her memory playing back right in front of herself... But how?

“HEY!” Winter shouted. Twilight jumped, but her non-ghost self did not even flinch.

“Winter!” She hissed. He paid her no heed and moved towards the five ponies.

He moved a hoof out to shove Rarity, who was closest. But his hoof passed right through her. He sighed suddenly.

“Of course it would be like this...” He trailed off. He whirled to Twilight. “What is going on Twilight? I can clearly tell you are doing no magic at this point and I seriously doubt you laid any type of weird trap for me. So what is this?”

“I don't know what's going on, but this is a memory of mine. It is what happened when we first came this way looking for you and Pinkie Pie.” Twilight frowned, remembering why she was here in this situation.

Winter raised an eyebrow and looked back at the scene playing out before them. He was silent as he watched the five ponies quickly set up to spend the night. Ghost Twilight watched as not-ghost Twilight sat down and explained to all of them what she was expecting to run into and what she wanted everypony to do.

“You're not very good at this.” Winter said suddenly. Ghost Twilight glared.

“It was very wrong of you to take Pinkie Pie and make us march out through the Everfree Forest you know.” She said, trying to get her anger under control.

“Perhaps.” Was all he said.

As soon as not-ghost Twilight finished outlining her plan, the memory quickly began to fade as she got up and stretched.

Ghost Twilight was becoming more solid and not-ghost Twilight was fading away. Seconds later, the whole area around the cave began loosing it's color as well. Winter quickly made his way to the edge and stepped over back into the completely discolored area. Twilight inhaled sharply as she felt something in her mind tug away as the last of the color faded out of the area.

“Did you feel that?” She asked.

“I think I know what this is, or rather, where this is.” Winter turned to her, his face set, “This is the Equestria of our minds. Or rather, what our minds think Equestria is. Except that it was unable to recreate life.”

“What.”

Winter rolled his eyes. “Look, I think when our magic clashed, it began creating... well, another world, an alternate universe or something similar. But, it was creating a world from our minds. The only references it had to pull on was our memories. So naturally the world is going to be much like Equestria. However, magic cannot just create life like that, so everything here is dead.”

“But what about that... memory, that we just saw? Wasn't that real?” Twilight asked as she tried to grasp what Winter was saying.

“That is just it,” He said, excitedly explaining now. “Since it created this world from our minds, it must have recreated certain areas that held more meaning to us than others. So it pulled deeper from your memories for that particular spot because it was... special, or important, or something.” He ended lamely, unable to think of a better word.

“But, it was just a memory, not life. Memory was all it had to work with. I guess when we got close it activated it the whole way... allowing us to watch it. Not sure why it did that though.” Winter scratched his head.

“So... What was that, breaking feeling once the memory finished? And why is the color gone?” Twilight turned to observe the now colorless area around the cave.

“I'm not sure,” Winter admitted, “But I think it might have had some extra significance to the creation of this world. We should find another area.”

“Alright, well, all we need to do is find another place that is important to me.” Twilight said sarcastically. “I'm sure I could find a number of them, but not around here. I'm not very inclined to let you see many of them though.”

Winter gave her a sour look. “Fine, we will see if there are any memories special to me around here. I know of one that is on this side of the Everfree. But it is about a day north of here.” He paused. “At least, it was important at the time, we will see though. Coming?”

Twilight moved towards him wordlessly and they began trekking north.

Chapter 5

Memories and Nightmares

“Ugh, Winter slow down!” Twilight groaned. She lethargically placed one hoof in front of the other as she struggled to keep up with the impossible pace the other unicorn set.

Winter let out an exasperated sigh and ran a hoof through his mane. He slowed and waited for Twilight to catch up. They had been running for only a few hours by his judgement. This trip should have taken no longer than a day. If Twilight didn’t do something about her pace it was going to be much longer.

He glanced back north, but turned away immediately. He kept his eyes on the ground before him. They were heading into a more mountainous area. The ground was quickly becoming steeper and harder to traverse. There was a large helping of rocks and scrub along the ground. There was a distinct lack of trees as well. But all of this would change in a few hours once they made it around the peaks. Winter recalled that the cave of his imprisonment was in a valley on the other side. There would be plenty of life there... if life still existed in this world.

Twilight caught up to him, panting heavily.

“My. Legs. Are on fire.” Twilight gasped, throwing herself on the ground.

Winter gave her a disdainful look. But he decided not to say anything. What was the point? Commenting on her pace and physique would only make her angry, thus delaying the trip longer. Being stuck traveling with her was a demanding test of his patience. What did they teach unicorns these days? It certainly wasn’t anything about magic or physical discipline.

Sighing, Winter turned away. There wasn’t much to look at. He idly wished he had spent more time learning teleportation magic. He had only learned to send himself short distances. It was an invaluable skill to have when trying to defend yourself. But he had never taken the time to understand the mechanics of teleporting to places he could not see. Doubtless Twilight knew nothing that could help him, but perhaps she had some books on the subject if they ever got home.

Twilight groaned and flexed her legs as she lay on the ground. Winter knew the best thing to do was keep moving. If he could get her to endure the pain for just a few days, she would be well on her way to becoming more fit.

“C’mon Twilight Sparkle. We need to keep moving.” Winter said, taking a few steps forward.

“Ugh, you’ve got to be kidding me. I’m taking a breather Winter. That cave isn’t going anywhere.” Twilight said glaring at him.

“Listen Twilight, unless you keep moving, getting in shape is going to be even harder. The longer you keep at it, the faster you will stop hurting. Besides, we really need to get there soon and finish this. I have no idea what we are going to eat or drink in this world.” Winter tried to sound encouraging but he didn’t put much effort into it. He didn’t care how she felt just so long as she kept moving.

Twilight sighed and got back up. They began trudging up and through the mountains once more, slowly inching toward their goal.

She had to admit, Winter was right about how to get in shape. Twilight had read plenty of books on physical fitness but she had not tried to keep up her exercises after The Running of the Leaves. It was not something she particularly enjoyed; books were much better.

It would have been easier to teleport herself to keep up with Winter but she had quickly learned that was impossible. When one teleported, they first used their magic to ‘feel’ their destination and make sure nothing was there. Of course, the visualizing came next but she could not ‘feel’ that far. When she had tried to teleport even a short distance, she had been unable to sense any of the objects in this world. At first it had confused Twilight, but she soon decided it was because of the unique composition of the landscape.

Twilight tried simple telekinesis on a few objects she could see. As she thought, she could not feel them. But what surprised her was that she could still pick things up and manipulate them. It was a weird sensation, she could see what she picked up, but could not feel it. It was almost like watching someone else hold something in front of her, except the objects did what she wanted.

The problem about food began bothering Twilight as soon as they began walking again. Inconveniently, her stomach reminded her it still existed. The prospects of finding food looked grim. If there was no life here, then it stood to reason that there was nothing edible either. She did not much like the idea of eating greenery that wasn’t real.

Twilight continued to muse, trying to keep her mind off of her legs. The terrain was rough going. She was unused to traversing rough terrain and her hooves were softer than they should have been. Hopefully she would toughen up in a day or so. She would just have to stick it out until then.

Lost in contemplation, Twilight lost her footing on a steep incline. She stumbled backwards. Shocked out of her reverie, she did not even think to scream. She tumbled backwards and landed heavily on her side.

Gasping, she cried out, pain lancing through her. Winter turned. Seeing what had happened, he quickly made his way back to her. Twilight got shakily to her hooves.

“I... I... I’m alright... I think.” She said breathlessly.

Winter looked her over. “No, you are not, Twilight. You had better sit down.”

“What?” She asked, nervously looking herself over.

Winter gestured at one of her back legs. “Right there, you have a gash.”

Twilight’s eyes became pinpricks as she hurried to check her leg. Sure enough, there was an ugly looking scrape just behind her knee. It was shallow, barely scraping through the first layer of skin, and was slowly seeping blood. Now that she saw it, the stinging began to assert itself.

“Ouch!” She said weakly.

“This doesn’t make any sense,” Winter said, with a puzzled look on his face. “We fought each other with everything we had, and made no dent on each other. We threw each other into the surrounding environment without effect. Why does it hurt you now?”

He stood and stared at her for a moment longer, making her extremely uncomfortable. Her injuries were not helping matters either. Twilight shifted nervously.

“So, are you going to try and kill me again?” she asked.Twilight became rigid and looked away. There was a long pause. Twilight glanced back at Winter to find him still looking at her.

“No.” Twilight let out a breath she didn’t know she had been holding. “But,” Winter continued, “I would like to try something, it shouldn’t hurt.”

“Wha--” Twilight swung towards Winter, just in time to see him launch a small rock at her chest. It bounced off. Twilight grunted and fell back a step, but was otherwise unharmed.

“Why! You little--” She cried indignantly, but was interrupted.

“Relax Sparkle. I’ve just proved that we cannot hurt each other, environment or no. But anything not related to us can harm us.” Winter said smugly.

“You just threw a rock at me, with the intent to injure!”

“It was nothing more threatening than some light bruising. Unless you wish to take forever in your analysis of situations, you must be willing to sacrifice a little.” Winter hesitated, then continued. “I will admit this was not much of a sacrifice on my end, but unless I tried something now we would have been speculating about what this meant for hours, if not days.”

Twilight opened her jaw, then closed it. He was an ass, that was all there was to it. It was not possible to dismiss that fact; no way that his ‘methods’ could condoned half his actions. But, he could easily rationalize his own actions with words, creating a very grey area during the discourse.

“How about this: I won’t explode at you for your inconsiderate and rash actions, and you will tell me whenever you plan to do something like that in the future.” Twilight said, deathly calm.

“Whatever makes you feel better.” Winter said, turning away. “C’mon, we need to keep moving.”

“One, two, three...” Twilight counted to herself as she moved forward. It helped stem her anger as it kept her from thinking about Winter. She walked with a slight limp which alleviated a small amount of the irritation in her leg. The pain was even more prominent now that the adrenaline had almost worked its way out of her system. She moved carefully up the hill so as to avoid another accident.

They made slow progress through the mountains. Twilight could tell Winter was frustrated with her pace, which was just ‘tough beans’ for him as far as she was concerned. However, the constant pain in her side did not allow her to feel very smug.

It was almost dark when they finally made it to the valley. The surrounding land was the most generic Twilight had ever seen. The trees were sparse, the grass was short and the ground was unnaturally even, though it was still steep. It was as if whatever had created this world knew something had to be there but was unable to find any memories from the two unicorns to fill in the space, so it had just guessed.

Twilight was astounded at the complexity that went into the magical spell. It was absurd. The one thing she wanted most right now was a chance to inspect whatever had created this world. She had a sneaking suspicion that it would never happen, though. She would have sighed but she was already breathing heavily as she tried to keep up her pace.

“I guess this is far enough.” Winter said suddenly. He stopped and turned to Twilight. She took a few more steps and collapsed onto the ground, exhausted. Cognitive thought had ceased to exist a few hours prior, otherwise she would have stopped sooner. The pain in her leg had reduced itself to a dull throb. It was hardly comforting, though. The rest of her body was throbbing in tune.

Twilight was only vaguely aware that Winter was still moving around. She quickly drifted off to sleep, pain or no. Her body, now that it had stopped moving, was shutting down into blissful unawareness. The last thoughts Twilight had were of her realization that when morning came, she would wish she was dead.

* * *

Once more, she pushed through the swirling patterns of the Orb. Unlike last time, she now slid into the recesses of the sphere with ease, almost as though welcomed. She still felt the apprehension, no less powerful than the first time she had ventured near the Orb. Only now, there was less resistance, like the magical artifact wanted to be touched. She knew that the full power was still far beyond her control, and on that same instinctual level, she knew that to try would be tantamount to suicide. But the sense of welcome did not abate, like the Orb knew her fear, and trusted her not to abuse the gentle power it offered her.

The magic was overwhelming, yet familiar. In time Twilight somehow knew she would be able to use it. Now though, she was unsure of how to even begin preparing herself. So she contented herself by observing the individual threads of magic. The more she looked at them, the more complex they became. “Almost like observing a pony,” She thought. “The more you learn about a certain somepony, the more you realize what you did not know. I wonder if there is any connection?” Twilight continued to muse, but she was unable to come up with any definite answers. She concluded that the mysteries of the Orb would be released to her when they were ready.

Twilight could not tell how long she was in the dream. She was content. Whatever these magical patterns were, they accepted her and were a part of her; she felt at home. She basked in the comfort they provided, aware that when she woke her world would turn upside down again.

* * *

Morning came much too quickly in Twilight’s opinion. She could feel every part of her body, and not in a good way. As she wallowed a few moments in her misery, she realized that the sun was not in her eyes like it usually was in her own bed. Try as she might, she could not fantasize about it. She wished she was still back in the library but the pain in her legs and the hard ground below her were a jarring reminder of where she was.

Twilight opened her eyes and spotted Winter sitting a few yards away, staring at nothing.
He glanced at her, then seeing her awake, got up and moved closer. Twilight groaned. This was a very unpleasant morning.

“Twilight, I know you are aching all over right now. You need to get up and stretch your muscles. It will relieve a lot of the pain.” Winter said, surprising Twilight with his quiet tone.

She opened her eyes fully, observing Winter. Painfully, she got up and gritted her teeth.

Winter rotated so that Twilight could observe him from the side.

“Follow me through these exercises. They will help. Then we can get moving.” He began stretching his forelegs.

Twilight tried to copy what he was doing, but it was much too painful to accomplish. As his poses changed and she followed, she began to notice the ache in her muscles rapidly disappearing. Winter’s flexibility surprised her. It was not as good as some of the yoga ponies she had seen, but she was sure he was better than most other colts out there.

By the time they had gone through the exercises twice she felt much better. Everything still hurt, but moving was not agony. Twilight was still not sure if she should be thankful or not, since it was Winter who had gotten her into this. It might have been easier to be grateful if she could know whether he was helping her with the stretching because he cared. That seemed a little far fetched though, when it seemed he only wanted to get her moving quicker.

As if to prove her conclusion, he spoke up. “Let’s go. We can go at a slower pace but it is best if you keep moving those muscles.”

Twilight almost told him to go dump himself in a pond, but she refrained. She had already lost her temper once with him and that had drastic repercussions. Twilight just wanted to get home and right now that meant following Winter. He had not been as irritating ever since she stopped rising to all his needling, thankfully. All she wanted now was to keep it that way.

Her stomach growled, reminding her of the lack of edible food. She began inspecting the surrounding foliage closer. Twilight began calculating the time until she was hungry enough to try some of it.

“Don’t. I tried already. They are horribly nasty.” Winter said as he watched her check out the grey plants.

Twilight tried a small bite when he turned. She was not going to take his word on anything. Unfortunately it was extremely bitter. She hastily spat it out before Winter gave her another smug look. It seemed they were without food at the moment. Twilight picked up her pace, she wanted to find food and that was not happening here.

They finally reached the cave by mid-morning. Twilight would not have known it existed if Winter had not walked right up to it. While it was a much more detailed area than their surroundings had been for the past hour, it was still well hidden.

“I’ve only been outside this cave once. That was just a few months ago when I was released.” Winter said quietly. “It is exactly as I remember it... Um...” Winter hesitated at the entrance. “You know, now that we are here, maybe this isn’t such a good idea. We should...” He stopped, took a deep breath and turned away. “We should go.”

He bumped into Twilight. She did not move. She stared at him for a long time. He cringed and looked away.

“Winter, we are going in. I have not slaved uphill all this way to turn back because you are nervous about...” she stopped, struggling for words, “whatever it is you are nervous about.”

“I’m not nervous!” Winter said vehemently. “I just don’t see the point in going through this again.”

“Oh, come on, Winter! It is a memory, or at least, it should be!” Twilight exclaimed. She marched forward into the cave.

“Hey, don’t you dare!” Winter yelped. He followed her in, but any attempt to stop her was stymied as she disappeared even further inside.

She moved in deeper, trying to stay out of his sight. His frenzied scrambling was growing louder but that was not a big concern. She had gotten him in this far. All they needed to do now was find where this memory was stashed.

She had no idea what to expect or why in the world he would have some kind of meaningful memory in a cave like this. If she had not been looking for something specific, she would have turned back from the cave almost as soon as she entered. Even Twilight could tell that this was a horrible spelunking cave. The only passage was small and the walls were jagged and stuck out in very inconvenient places.

She continued to wind and squeeze her way in deeper. The light quickly disappeared but she found no need to light her horn. Everything remained bright enough for her to see by. It was slightly disturbing so she lit her horn anyway. She stopped at a small area which was a little wider than the rest of the passage. Winter caught up quickly. He squeezed his way past the last narrow spot and eyed her cautiously.

“We are not going back Winter. Something has to be resolved now. We are both tired and hungry. This injury is quite painful, not to mention the rest of my body. It may have been a bad idea to come this way instead of heading for a town, but we are here now and I am not giving up this opportunity to get some answers for our predicament.” Twilight stopped and took a deep breath. She hoped she would not have to convince him more.

Winter seemed to struggle with himself. “Fine.” He said shortly. “Don’t say I didn’t warn you though.” He moved forward and continued through the passage as Twilight scoffed.

A few minutes later, Twilight began to see some light coming from up ahead of her. It was mostly blocked by Winter, but soon enough they rounded the last turn. The passage suddenly opened up into a decent sized cavern. The whole room emitted a soft glow from all of the colors that washed over everything. It was quite clear another memory was waiting for them.

Twilight moved to step inside the colored cavern, but as soon as she moved a hoof over the threshold, she was met with a curious sense sensation. It felt like the magic Winter had used when he attacked her. While he had been attacking her, it had not registered to her that it was magic that she was feeling, since she was more concerned about being harmed. She realized now that it was his magic she was feeling. It was very strange.

Winter walked past her,right into the circle. He breathed deeply and turned to look at her. He raised an eyebrow, but before he could say anything Twilight steeled herself and stepped into the cavern. She was not going to let him get in any scathing comments about her hesitating, or let him drag her in.

Almost immediately, the changes they had experienced the first time occured. As Twilight’s body transformed from its physical state, she sighed with relief as it took her pain with it. She allowed herself to relax while directing her full attention to the memory.

At first, nothing happened. Then Twilight noticed the distinct sound of running water. She looked around and noticed that the cave had changed. It looked, younger. Where there had been pillars of rock, there were only now half formed mineral deposits on the floor and ceiling. They were dripping slowly. This led her to observe the small stream that was running through a corner of the cave which, she was sure, had not been there before.

Suddenly, there was a loud crack in the center of the cavern and Twilight observed in awe as a Unicorn and Alicorn appeared. Twilight lost focus of her surroundings and allowed herself to become fully engulfed in the happenings.

It was not the Celestia that Twilight remembered. She looked slightly smaller, but infinitely more intimidating. Her mane was ablaze, not as fire, but as... sunlight. It was pure, unadulterated energy. Her face was locked in a terrible grimace. There was a righteous wrath painted across her features that made Twilight cringe even when it was not pointed at her. This was a side of Celestia she had never seen. It was terrible.

The alicorn stared down at the unicorn in front of her. He had clearly just been beaten in battle. He was struggling to stand; it was clear he no longer had the strength. He had blood running down one of his flanks and it looked as though one of his front legs had been broken. He raised his face and Twilight gasped as she recognized Winter.

It was not the exact same Winter, but extremely similar. This Winter had nothing but pure loathing on his face. When he spoke, it sounded as though he was having trouble getting enough breath.

“Alright demon, you’ve got me in a secluded place. None of your little ponies will see you commit any of the atrocities you are so fond of. Do your worst.” He coughed painfully and spat at her.

Celestia’s vengeful face faded away. While its replacement was one of anger, now it was cold and calculating. “Winter, how far you have fallen. How naive you are.”

“DON’T TALK to me about NAIVE,” he screamed. “YOU...” He cut off, coughing hard, unable to finish his sentence.

“I have seen enough death Winter.” Her voice was calm, but the force behind her words sent chills down Twilight’s spine.

“I know my sister cared for you very much. More than you realize.”

“Don’t even think her name, demon. You know nothing.” he said vehemently.

Celestia narrowed her eyes dangerously, but remained calm. “I am not going to kill you, Winter. You certainly deserve it, what with all the lives you have taken.” Winter chuckled, it sounded painful. Celestia continued ignoring him. “Instead, I have decided on a different punishment for you. Consider yourself lucky, that Luna,” she emphasized the word, making Winter darken his expression, “loved you so much as to keep you near her side even after her fall.” She enunciated the last word, delicately.

She turned her head away for a moment and Twilight moved closer. She realized with shock that Celestia was hiding tears that were leaking out. But she quickly composed herself and shook them off, then turned back to Winter. In his nearly delirious state, he hardly noticed. It seemed he was having a hard time even keeping his head up.

“No, not killing you.” She reiterated, almost to herself it seemed. “You deserve a second chance, like all ponies... Like Luna will have.” She all but whispered the last part, but everypony heard it.

Winter raised his head and shot her a look that spoke volumes. Celestia visibly straightened.

“Winter, I hereby banish you from Equestria. You will remain here in this cave, in stasis, until I see fit to release you.” She said coldly.

Winter paled visibly, but remained defiant. “Hah, is that the best you can do? I won’t ever stop hating you, Celestia, not after what you have done. You may as well never release me, or kill me now and save yourself the trouble.”

“Someday you are going to see how wrong you are, Winter. Someday I just might release you and the real Luna will be back. You will be forced to make some tough choices, Winter,....someday.” She once again whispered the last word, but Twilight was sure it did not register in Winter’s mind.

Twilight watched in awe again as Celestia lit her horn and began weaving together a series of spells. She was unable to ascertain their purpose just by looking at them but she assumed that they were going to be used to contain Winter.

Winter lit his horn from where he was laying on the ground. Almost as if she expected Winter to try something, Celestia turned to him and flicked his horn with a hoof without even breaking her concentration. He cried out in pain as his magic was disrupted. She turned away as he slumped.

A few dazzling minutes later, Celestia began applying her spells. Twilight was overwhelmed at the amount of magic she was channeling, her horn was like a miniature sun by itself. Never in Twilight’s life had she seen Celestia perform this much magic. It frightened her to think of what the Alicorn was capable of.

The first thing to happen, to Twilight’s astonishment, was that Celestia began to heal Winter’s injuries. Her next step was to place him in a magical prison so complex Twilight could only dream of replicating it.

Then, Celestia laid another spell on Winter and the memory began to fade away. As it did, the real Winter standing next to her spoke. “There you go Twilight. This is where I spent the next thousand years, unconscious of course.”

As soon as the last of the color faded both of the unicorns winced as though something was peeled away from their consciousnesses. The world shimmered slightly, but it was gone in a moment. Twilight wondered if she was just seeing things.

Winter walked stiffly away as soon as he was able. He moved out of the cave, leaving Twilight to contemplate what she had seen. She thought mostly about Celestia and how she had looked. But eventually her thoughts turned to Winter as she slowly made her way back to the surface.

He had looked so angry and vengeful. It was as if every fiber of his being had been hinged on harming or killing Celestia. When he had slumped after she easily stymied his attempts at a hit, he looked so... defeated, lost even.

Twilight shivered. Winter had only been out of that mindset for a couple of months. It was amazing he was doing this well. Perhaps he really was trying to change? Twilight was not sure. He was not trying to kill Celestia anymore, although he still disliked her. She decided to continue watching him and his memories. Perhaps she would be able to learn more about Winter that way.

She continued to muse as she wended her way back through the narrow passage. Squeezing through a narrow spot, Twilight barely noticed her injured leg rubbing against the wall until she looked down to see where to place her hoof next. She jerked away from the wall in shock, but it was too late for her not to notice that it did not hurt anymore.

Twilight hurried through the remaining length of the tunnel and out into the open. She held her leg out and noticed that it had healed completely. Her limbs felt much better as well. They had not stopped aching completely, but they felt as though they had been through a good night sleep and rigorous stretching.

“You’re not hungry anymore either, are you?” Winter asked. Twilight jumped, she had not noticed he had been standing so close to the cave entrance.

“I, um, yes.” Slightly flustered, she stood up and walked away a short distance. Winter remained where he was, not paying her any attention.

It seemed he was not ready to talk about what they had seen. Twilight wanted to ask him his thoughts on their situation now, but decided it was prudent to leave him alone for the time being. Instead, she began hazarding her own guesses about what was going on with this world.

She and Winter were most certainly in a world of their own making. It would make sense then that there would be some kind of connection between this world and her mind because of the memories. That was certainly possible. She felt something happen in her head each time they finished a memory. It seemed plausible that everything might be happening in their minds and she was in a coma in the real world.

What Twilight was not sure of was how to get out of this world or what watching more memories might do. She knew that the memories had rejuvenated her somehow, which was reason enough for her to keep watching them. Twilight wondered how it was even possible that she had been healed. At first she thought that perhaps the world just “reset” her body when she came out of the memories. But that was not right because she still felt like she had walked a hundred miles. One thing she did know, she was not going to stop watching memories.

Twilight got up. They needed to get moving. They were easily a day away from any place where either of them might have a meaningful memory. She was not looking forward to being hungry for extended periods of time. She moved to rouse Winter from his thoughts.

She approached slowly, but noisily. She did not want to startle him, knowing from experience that if she did, it would not end well. She also wanted to make sure he had time to compose himself. Twilight did not want to be on the receiving end of more scathing remarks if she could help it. Hopefully her actions would lessen the severity of the inevitable bad attitude.

“Leave me alone, Twilight Sparkle.” Winter turned his back on her.

Twilight hesitated, but recovered quickly. “Winter, we really need to get moving.”

“I don’t see why. There is nothing here worth moving.” He said dully, still not facing her.

“Really? …Really? I don’t think so. He can sulk on his own time,” Twilight thought, irritated. She snorted and set her hoof down firmly. “Winter, I am heading for more memories and you are coming with me. You can cry on your own time.”

“Cry, on my own time?” Winter turned to her with a scowl. “I’m not sure if you have realized, Miss Sparkle, but there is nothing of value here. As far as I am concerned, I may as well die now... There isn’t any getting out of this place. Time means nothing anymore.”

Twilight narrowed her eyes. “Fine, you can go die, Winter. But I have something to live for and I intend to see it again. So until you do die, you are stuck following me.”

“What makes you think I am going to follow you anywhere, Twilight? You can’t make me do anything.” Winter said with a small smirk.

Twilight was speechless. What could she do? They both knew she wouldn’t be able to force him into anything. That left only one option: She had to convince him to come... But how? Twilight got a smirk herself.

“You are right, Winter, I can’t force you. But I can just start walking away.” She turned and began trotting away, calling back over her shoulder. “I bet you will most certainly feel like dying here very quickly.”

Winter jumped up immediately. “Fine! Fine! I’m moving, you win, slow down!” He galloped up to her, eyes wide.

She smiled. “Good, now which way is Ponyville?”

He grimaced, but pointed. “Southwest. A hard day hike... So that makes it about two for us.”

Twilight rolled her eyes but said nothing. She set off at a good pace, intending to prove him wrong. It was not long before her limbs began to make their displeasure known again. But she pressed on resolutely, determined to not give Winter any satisfaction.

They made it out of the valley by mid afternoon. Instead of heading towards the castle and the flatlands, they entered the Everfree Forest. The forest itself was not as threatening in the north as it was down towards Ponyville. The trees were spacious and the undergrowth was not threateningly thick. Twilight had read a lot about the Everfree Forest and she assumed that those memories had been drawn upon to create it exactly how she had imagined. The greys made everything darker, but it did little to intimidate her. She had learned that this part of the forest was much safer.

She wondered why so many of the more dangerous creatures and plants grew closer to civilization. Usually animals of any type stayed as far away from ponies as possible. More than once she had pondered this phenomenon while in Ponyville, but it had always been a passing interest.

They hiked throughout the day. Winter had not said a word, which was just fine in Twilight’s book. They were well into the Everfree when the undergrowth started to thicken in earnest. Night was falling fast when Winter finally stopped. Twilight did not noticed until he spoke.

“This is far enough Twilight, I’m not twisting a hoof walking around in the dark.”

She heaved a private sigh of relief. On the one hoof, she should have thought that walking around in the dark was a bad idea, but on the other, she had been too busy trying not to give in and stop. She flopped down on the ground, reveling in the lack of pressure on her hooves.

Winter immediately began erecting his wards. Twilight watched. It was fascinating magic. She had never learned wards. They were old war magicks but they were non-lethal in nature. She was more than just a little intrigued. It would be a good study topic if she ever got home. She might have to raid the Canterlot Library though.

Shortly, Winter finished and sat down. Twilight maneuvered into a more comfortable position and shut her eyes. A few moments later she heard a rustling and she opened her eyes to observe Winter moving off to stand at the parameter of his wards. She began to drift off again. The last thing she registered before she fell asleep was that he had still not moved.

Twilight opened her eyes. She blinked and felt her head reel as she tried to regain her bearings. It was almost too dark to see anything. The tree canopy blocked almost all the night light the sky provided. She strained to make out shapes in the dark. What had woken her up? She was a heavy sleeper. Nothing ever bothered her, even if she was in a new environment.

Twilight felt a chill run up her spine. A short wave of inexplicable terror froze her in place. “Where did that come from?” she wondered, very disturbed. She had never been afraid of the dark but being alone in the Everfree Forest at night was anything but pleasant.

That chill had not been an ordinary misplaced feeling, like when you head through the dark hallway at night on the way to the bathroom. You know there is nothing there, but it is impossible to shake that slight feeling of apprehension. This was not one of those spine chills; this was her body telling her something bad was coming, coming for her!

She did not know what to make of it. Twilight tried to go back to sleep, but her unease remained. She tried to tell herself Winter’s wards would keep them safe but it was always more difficult to convince yourself to relax unless you know your surroundings.

Another chill ran up her spine. This time Twilight raised her head and looked around, opening her eyes as wide as they would go. She started to feel the urge to run. Twilight did not move a muscle. She was still very much in control of herself and she intended for things to stay that way. This was the safest place for her to be.

Something moved! Twilight almost screamed, but she held it in as she felt her heart seize. Her heart felt like it was going to come up her throat. As the object moved again it revealed itself as the silhouette of Winter in front of her.

She heaved a sigh of relief, which Winter cut short.

“Did you feel it too?” He asked, in a hushed tone.

Just as suddenly, Twilight felt her heart drop back like a stone as she turned cold.

“I... I...” She stammered, unable to form words.

“Something is out there.” He said, turning away from her.

“I thought it was just me,” Twilight whispered.

Winter glanced at her. “I thought the same, but then you woke up.”

She felt a third chill, this one more prominent than the last. Twilight could feel every hair on the nape of her neck stand on end. She imagined the same was happening to Winter. Every instinct in her body was telling her to run. It was hard to keep from shivering like a leaf. How did Winter appear to be so composed?

“Don’t... Move,” Winter whispered. His voice was strained. Twilight absurdly wondered what it would sound like an octave or two higher. “Don’t move.” He repeated. “My wards are the safest thing we've got. Whatever is out there has to get through them first.”

A few moments later he turned and without a sound he sidled up to Twilight and faced opposite her. Now they could observe from every direction. She felt him brush up against her. The warmth from his body was the best thing in the world. She began to breathe easier, thankful that somepony was there.

Suddenly, it was no longer a chill. Twilight began to feel a primal fear worm its way up from the depths of her consciousness. It was not stopping. She felt her heartbeat quicken again and she began to breathe heavily. Whatever was out there was making its presence known. It was worse than the feeling of knowing something scary is right behind you. She could feel Winter shaking slightly.

There was just enough light to see the edge of the magical ward aura. It was not a glowy magical dome. Instead it looked like a very thin film of chalk dust that floated like a wall in an eight foot perimeter. There was still no movement outside of it that she could see.

But then, there it was! Something began pushing at the ward... No, it was slipping through it! The haze parted as something pitch black moved to take it’s place. No, not pitch black, Twilight realized. It was invisible! The foliage moved as if something had brushed up against it.

Twilight did not realize that Winter had whirled as soon as he felt that his ward had been disturbed. She had no idea now if his ward was supposed to stop it. She was not thinking much of anything at the moment. Nor did she register his screams in her ear. Winter shoved her, hard. She tumbled backwards and jerked violently. Broken out of her shock she heard his screams this time.

“RUN!” He screeched again. She needed no second bidding.

They thundered through the forest, narrowly dodging trees or stumbling. Winter seemed to be gathering his wits faster than Twilight and he lit his horn. He took the lead and Twilight followed, in near blind panic. It hardly seemed possible, but Twilight could feel her fear growing even more. She dared not look behind again. The likelihood of falling and being caught kept her focused on stepping where Winter did. It was chasing them and her senses told her it was gaining.

Winter turned and looked wildly behind. Twilight’s eyes dilated as she saw him trip. Just when she thought things could not get any worse, there was a steep, but thankfully short, hill in front of Winter as he fell. She collided with him as they tipped over the edge. They hit the bottom with a painful thud. Twilight heard something snap and Winter scream.

A thousand thoughts ran through Twilight’s head at the speed of light as she decided on a course of action. Within a heartbeat she had calculated a plan. She lit her horn, as Winter’s had winked out, and hastily untangled herself from him. Without sparing the downed unicorn a backward glance she moved to the base of the hill. She lowered herself into a menacing stance and growled as convincingly as she could at their pursuer.

Her horn was as bright as a lighthouse and she lit up the forest for hundreds of feet around. She continued snorting and pawing at the ground. Her whole body was shaking in terror and her eyes flicked frantically back and forth through the underbrush. Whatever had been chasing them seemed to be keeping hidden quite well.

Her terror did not abate, but her mind was back to working again. She quickly used her magic to raise a thin film of dirt from the ground and hastily erected a wall around herself and Winter; much like his ward had done. Whatever it was would have to go through the cloud to get at them, thus revealing itself.

Winter moaned softly and she glanced at him. He was lying on the ground, grimacing in pain. One of his forelegs was bent very wrong, but he made no move to straighten it. She saw no blood, but that was all her glance could tell her.

Nothing happened. Twilight stood grunting for a full minute before she relented and moved back slowly towards Winter. She continued to maintain her spells as she assessed his condition. The fear was not leaving her. Whatever it was, it did not seem to have left.

“Twilight,” Winter gasped, “My leg is broken, but I don’t think it tore the skin. I’m not bleeding... yet.” He gritted his teeth as more pain washed over him. “Listen, we need to get somewhere safer. Help me up, I can wrap my leg up in my magic so we can move.”

Twilight gave him a worried look. “I don’t think that’s a--”

“It is still out there Twilight.” He cut her off vehemently. “It is only a matter of time before it comes for us. I can’t fight like this. We have got to find a cave or something with only one entrance to protect.”

She began helping him up. He groaned from behind gritted teeth, but straightened his leg out as much as he could. Just as she was beginning to focus more on him, the terror came back in full force. When she thought it could get no worse, the sounds began.

Chapter 6

Fear and Pain

The two unicorns froze as an ear piercing scream split through their surroundings. It sounded like a hundred different ponies were scraping their hooves across a chalkboard. Their hair quickly stood on end as the shrieks continued. But it was not just screaming; periodically there would be moans and unidentifiable noises ranging from clicking to feral growls.

Twilight began trembling again as she eyed the deep shadows her glowing horn cast. She fought the urge to run with every fiber of her being. Her surroundings were picking away at her sanity and she was not sure how much longer she would be able to think clearly. She turned to Winter, who seemed to be more focused on the pain than their surroundings. If she could not calm herself soon, Twilight wasn’t sure if she could remain in control of herself.

Winter looked at her. Twilight’s eyes were dilated and hyperventilation was appearing to set in. He grimaced in pain as he stood on three legs. Keeping Twilight’s mind off her surroundings was first priority. Her running off into the dark wasn’t going to help him.

“Twilight!” He said sharply, trying to get her attention. “We need to move. You have to get your mind off that nightmare!” He clenched his teeth as pain shot up his foreleg when he tried to move. “You have to stop paying attention to it. It will not go away until you are no longer afraid of it!”

“You think it’s just going to go away?” Twilight moved to help Winter, but her voice was nearing hysteria. Her magical light was beginning to flicker, betraying her mental state.

Winter turned and caught her eye with a deadpan stare. “Twilight, believe me when I tell you; I know what I’m talking about.”

Twilight’s eyes searched his, and despite the screams surrounding them, she seemed to relax slightly. She nodded and gave him her shaky support as he began hobbling forward.

They made slow progress but Winter could tell it was giving Twilight focus. He gritted his teeth once again as his awkward gait rattled his leg. Slowing down was not an option, he needed to keep Twilight focused on him and not their surroundings. It was the only way to get rid of the nightmare.

He could tell it was only trying to scare her. Once he had realized what it was trying to do to both of them he refused to let the Nightmare bother him. But Twilight did not yet realize that she had to ignore the Nightmare, and the Nightmare knew it. It was doing it’s best to reduce her to a babbling mess. Winter was just glad that it was unable to do more than make sounds or rustle leaves.

As they made progress Twilight grew more confident. Her magic began to stabilize which solidified her light and in turn, calmed her quicker. With each hoof placed more confidently than the last, the Nightmare at last began to fade. Smiling, she turned to Winter.

“You were right! Thank you so--”

“Celestia never loved you.”

“What?” Twilight recoiled, alarmed.

Winter cursed as he lost his support and stumbled. Trying to ignore the jostling, he perked his ears and towards their surroundings.

“Why would she leave you here, alone, with Winter otherwise?”

Twilight looked around, worry creeping back across her features. “Winter, who is talking?”

“She abandoned you!”

Winter turned to Twilight, hoping that his already pale face had not turned whiter.

“Twilight, it is just trying to get at you, don’t listen to anything it says.”

“How does it know about C-Celestia?” Twilight stuttered, eyes wide.

“Focus Twilight,” Winter said harshly, “This world was made from images from our mind, and this is some form of Nightmare we are dealing with. I would not be surprised it knows everything about us.”

That did not seem to calm Twilight in the slightest. Winter was growing irritated and the added pain of his broken leg was not helping.

He got in Twilight’s face, forcing her to look at him. He spoke forcefully, over the whispering. “Twilight, think for a second. It is saying things that would only scare you. It isn’t trying to scare the both of us with words. Can’t you see that it is making things up and throwing them only at you?”

“R-right, just making things up.” Twilight laughed, an octave higher than normal.

“We have to keep moving, let’s get out of here Twilight.”

She moved to brace Winter once more and they hurried as fast as they were able through the woods.

“Celestia won’t be the only one... Winter... leave too!” The voice began to fade, it’s cries becoming desperate and distant. Faint wails were tossed about on the night air, the slightest breath of wind distorting the sound.

Twilight did not know how long they hobbled frantically through the forest but it was still night when they finally broke through the cover of the trees. Winter was exhausted and shivering, Twilight was quite sure he had lost awareness to his surroundings. She was no medical expert, but even she could tell he was in a lot of pain; the swelling and inflammation was beginning to look nasty as well.

She glanced around quickly and sighed with relief as she spotted a familiar landmark, Fluttershy’s cottage. Well, at least it was the near equivalent, considering this wasn’t Equestria. It still stood a few hundred feet away. Twilight began guiding Winter towards it, he did not protest even though he gritted his teeth with pain.

As they moved closer Twilight began to realize just how tired she was. Winter had been leaning on her heavily for support for quite a while now. That, couple with them running all night, she was now beginning to feel the exhaustion creep up on her as they moved out of the forest.

With a heavy breath, Twilight allowed her horn light to slacken as they grew closer. She could just make out some sort of magical halo surrounding the cottage. Twilight picked up her pace, hoping it was another memory. It didn’t matter what it was about, just so long as it fixed Winter’s leg and refreshed her own body.

The moment she picked up her pace, an intense rustling hurtled along the eve of the forest towards them, accompanied by a feral growl. Twilight panicked. She lit up her horn like a miniature sun for the second time and bolted, pickup up Winter in her magic before he toppled.

Sprinting in the dead of night while terrified and using a heavy load of magic was certainly not something Twilight normally did. Thus, after the few first steps she was already panting; her stressed mind finally giving way to panic as she hurtled towards the cottage. The exhaustion was quickly taking its toll. Her logic and reason were gone, there was no slowing down now.

There was a howl of triumph from the forest edge. Twilight’s ears flicked as her panicked mind registered the sounds of something leaving the forest hot on her heels. Already gasping for breath, she put on an extra burst of speed; the magical aura was mere yards away.

A sudden tingling touched her back legs and caused her to jump and lose balance. She tripped and Winter went sailing ahead of her as she lost her magical control. Twilight rolled the last few feet into the magic circle and curled up into a ball. Her uncontrollable shivering would have prevented her from rising even if she tried. She felt the freshening magic wash over her as a ghostly howl arose from outside the memory circle. Whatever the Nightmare was, it had dashed itself against the magic and dissipated.

Twilight struggled to hold back the tears that had begun to flow. She had never felt so terrified in all her life, she didn’t know what would have happened if the Nightmare had gotten her. But she was safe now, she wasn’t sure if the tears were so much from the terror, or the relief of having escaped. Sniffing loudly and sitting for a moment, she let her mind reassert itself over her body before getting up. Once body control was restored, she moved to search for Winter, wiping her eyes as she did so.

Her body had already changed to its ghostly form. She looked through her hoof in surprise, surprised that her breakdown had lasted more than a few seconds. Looking around, Twilight noticed a quiet sobbing coming from the front of the cottage. She moved forward hesitantly and peeked around the corner of the house. Her blood ran cold. This memory, she felt herself falling apart again and turned away quickly.

Winter, as soon as he had transformed, had felt rejuvenated and whole. He picked himself up and directed his attention to the first moving things he saw: memory Twilight and Fluttershy at the front of a small cottage. He did not notice Real Twilight retreating behind the house and sitting down hard as the memory came flooding back in full detail. Or rather, the events leading up to the memory...

* * *

It seemed like it had been just yesterday as the scene replayed over in Twilight’s mind. Everything stood out in perfect clarity, the colors of her mind’s eye a refreshing change from her surroundings.

“Spike! Spiiike!” Twilight yelled, listening for her faithful assistant rattling upstairs before eagerly checking over a large list of calculations.

If she was right about this, and she always was, Twilight was on the verge of creating a spell that would allow beings other than plants to apply photosynthesis to their bodies. She thought of the infinite possibilities this could have if it could be used to store solar energy. It could cut down on the food intake for cities, or even replace Equestria’s rising demand for fossil fuels to make electricity!

Twilight turned to see… an empty room. She opened her mouth irritably and looked up the stairs. Spike stood before her, she shut her mouth with a click while picking him and swinging him around onto the center of the library floor.

“Okay Spike, I’ve got a new spell I want to try,” she chirped.

“And I guess I’m your test subject,” Spike sighed. “What is this spell supposed to do?”

Twilight didn’t look at him, instead running over a double checklist to make sure she had forgotten nothing. “It is a spell designed to take the mechanics of photosynthesis and apply them to sentient organic beings. If it works, you shouldn’t have to eat if you spend appropriate amounts of time in the sun.”

Spike sniggered. “Well that should work great for you. Think of all the time you could spend studying out in the sunlight instead of eating!”

Twilight spared him a scathing glare. “I do not study so much that it cuts into other activities,” she huffed, sticking her nose in the air. “Although-”

“Woah woah, just make sure it works first okay?” Spike interrupted.

Cutting off her musing, she returned to her notes. Facing the dragon, she laid out a few sheets on the floor before both them.

“Alright, this is going to take quite a bit of magic. I’ve double checked... triple checked, my work. But if anything starts hurting or acting weird just tell me to stop okay? There is a teeny tiny chance that it might actually warp your cells instead of magically adding to them, but I’m sure you will feel it if that starts to happen.” She said, giving Spike an unnerving grin.

“Uh, okay.” Spike said nervously. He shifted on his feet and straightened his spines.

Twilight’s horn began to glow and she closed her eyes in concentration. In moments Spike had to shield his eyes as her horn lit up like a miniature sun. Her hooves dug firmly into the floor, as if the magic were pushing her down; her teeth were gritted into a snarl.

Soon, Spike began to feel her magic encompass him, a faint tickling spread along his scales. It barely felt skin deep, so he said nothing. He watched as Twilight began gesturing with her horn, weaving in time with the spell she was forming. She began panting as his feet left the floor, it seemed to him that she was channeling even more into this than when she had defeated the Ursa Minor a couple years ago. Her horn was almost too bright to look at, yet he was still wrapped in a gentle, warm glow.

Twilight looked to be reaching the climax of the spell when the library door burst open. A brown pegasus burst into the door and before stopping abruptly. Twilight’s eyes jerked open and she recoiled at the sudden interruption. Spike felt himself jerk slightly, and he immediately shut his eyes and curled into a ball, praying that it wouldn’t hurt much. But no flinging happened, he remained floating. His eyes went wide as he saw a look of panic wash over Twilight as she too was suddenly encompassed in her own magic.

“I- I can’t stop it!” She gasped.

The brown pegasus stood dumbstruck in the doorway. Twilight quickly began jerking her head, as if to break off and dispel the magic, but it seemed to tug back against her.

“For the love of Celestia don’t just stand there!” Spike roared at the dumbfound pegasus. “DO something! Flick her horn! Fast, now! Or something I don’t care!!”

The brown pony jerked into action. He ran towards Twilight and tackled her. As they both hit the ground Twilight’s magic cut off, but not without a resounding shockwave that blasted both Spike and the pegasus against the bookshelves.

Twilight was the first to stir. She groaned as a pounding headache emanated from her horn. She opened her eyes with a with a gasp and stumbled to her hooves. Her eyes darted across the library looking for the presence of the others. Her breath caught as she saw Spike lying on the floor, limbs at awkward angles. She moved to his side as quick as she was able.

Unable to perform magic, she quickly nudged his prone form over and lowered an ear to his chest. His heart was beating, fast. That was to be expected, but at least it was a consistent two thumps, that was good right?

Her eyes checked over Spike’s body, one of his arms was bent in a wrong direction. He also seemed to be charred along the tips of his spines. Twilight gasped as she realized he must have been burned quite significantly for signs to show up on his scales. She reeled back and scanned for fire all over the library. What she spotted instead was the brown pegasus, lying half buried beneath a mountain of books.

Twilight stumbled across the room and began to dig the pegasus out. As he was uncovered, it was obvious that Spike got lucky with his scaly skin. All the feathers she could see were burned and most likely ruined. Thankfully, maybe, because of her studies, Twilight could tell that the pegasus had sustained possible heavy second degree burns to his face. Thankfully, or unfortunately, she couldn’t decide which, those seemed to be the worst burns. Most of his chest was looking very red and puffy, but the back of his body seemed okay.

What should she do? Twilight fell back on her haunches as she glanced between her two victims. The base of her horn throbbed, but she ignored it. Teleporting was not an option, or any magic for that matter. She checked to be sure, but she couldn’t even lift one of the quills sitting on the desk. That left four options, caring for them, taking them to the hospital, getting help or doing nothing. She quickly ruled out doing nothing and caring for them, they were not options. One, she was not confident treating burns, especially without magic, and two, she was certainly not going to leave them.

Taking them to the hospital or getting help. Looking at Spikes arm, she quickly decided trying to carry him was out of the question. She groaned in frustration, if only she had her magic! She berated herself for being so careless, she should have tested more, maybe quadruple checked her calculations, or maybe... Twilight smacked herself on the side of her head. This was no time to fall part, she had to focus!

Getting help, that seemed the best thing to do. Twilight moved towards the door. Should she start calling out to ponies nearby? ...No, it would only cause confusion and maybe panic. She would waste time trying to explain the situation for little to no help. No, she needed to get them medical attention, and fast, so that meant heading to the Ponyville hospital directly. With that thought in mind, Twilight bolted into town as fast as her shaky legs could carry her, making a beeline for the hospital.

“Oh Celestia! what have I done?” Twilight wailed to herself. “No! Stay focused! Front hooves, back hooves, regulate breathing, don’t trip... Faster!” Twilight focused all her thoughts on running as fast as she could.

She didn’t even realize the tears streaming down her face till she burst into the hospital, they made her vision hazy as she tried to pick out a nurse.

“H- help!” Twilight cried, running to the counter. The ponies reacted immediately, two, or maybe more, she couldn’t tell, rushed up to her.

“Twilight Sparkle!” A white mare ran up to her and instantly gave her a quick hug then looked her over. “Are you hurt? What is the matter?”

“No, not me. I- I...” Twilight stammered, sudden sobs interrupting her speech. The nurse quickly moved to a nearby chair and sat them both down, pulling Twilight into a hug as she did so.

“Shh, shh. Calm down Twilight, what happened? You have to calm down before you can tell me, and I can’t find out what happened until you do that.” She soothed. Twilight missed the meaningful glance she shot at the other nurses. They quickly began bustling around and gathering equipment. A couple of stallions appeared and began pulling together heavier equipment.

It took a minute for Twilight to regain control of herself. But she still had trouble forcing words through her heavy breathing.

“I... The library. I don’t know what happened, my magic... broke. Spike is there, and some pegasus. They are both unconscious, at least they were. I think Spike has a broken arm.”

“Spike, that is your... dragon, right?” The nurse queried.

“Yes.”

“He has a broken arm, what about this pegasus?”

Twilight’s eyes welled up with tears again. “I-I’m not sure... I think he was burned, badly, but I don’t know how. I-I t-think they are magic burns.”

“Wait here Miss Sparkle, I will be right back.” The nurse pulled her hoof from around the unicorn’s withers and trotted quickly over to the waiting response team.

“Alright, at the Ponyville library there is a pegasus and a young dragon.” The nurse informed briskly. “The dragon is small and has a broken forelimb. The pegasus probably has some nasty burns. They were unconscious Twilight said, but I don’t know how long that will last.”

Twilight got up and moved towards them. “I should go with you.”

“Oh no you don’t Miss Sparkle, you’re staying here. You are in no condition to go anywhere. Let the team handle the situation, they are professionals and know what they’re doing. They’ll be back here before you know it.” The nurse guided her back to the seat.

For her part, Twilight hardly resisted. Whatever logical part of her brain was still working, it was telling her this was the best thing to do. She sat there for a few minutes, staring at nothing and rocking back and forth. She was too afraid about what she had done to cry much, but the tears were there and she was going through tissues more rapidly than she would like to admit.

She did not notice when the nurse left, but Twilight jumped when she returned.

“How are you feeling? Are you injured at all?” The nurse asked softly.

“Head hurts” Twilight mumbled into her hooves.

The nurse left again, but returned shortly with an ice pack. She placed it on Twilight’s head gently.

“There.” She adjusted it slightly and sat down, facing Twilight. She took the unicorn’s hooves in her own, causing Twilight to look up. “My name is Redheart, Nurse Redheart.” She smiled slightly. “Just wide enough to show she cares,” Twilight thought absently.

“When they return,” Redheart continued, “I would like you to wait here.” Twilight opened her mouth, but the nurse placed her hoof over it. “Before you object, I am only asking this because I’m not sure what condition your friends will be in when they get here. We will work our best and fastest if you aren’t in the way. Okay?”

Twilight bowed her head. “Okay.” She mumbled. Redheart was right, she would only be hurting them if she tried to get underhoof.

“Hey.” Redheart lifted Twilight’s chin. “They will be alright, the injuries you described did not seem life threatening.”

Minutes later, the medical team came bursting back in through the doors. Redheart jumped up from next to Twilight and hurried over. Twilight strained her ears to catch all that was being said.

“...had to put him back under... was awake... lot of pain...”

“No, he hasn’t woken yet.”

“...most likely... skin grafts... need to work fast...”

They rushed deeper into the hospital and Twilight was left alone. “A lot of pain, and skin grafts... Oh no...” Twilight clenched her eyes shut, not daring to think of what might happen. Vainly trying to think of anything but what she had caused.

* * *

Thinking back, Twilight had no idea what had driven her to Fluttershy at the time. But as she peeked around the corner of the cottage again to observe herself in the memory, she understood.

Fluttershy sat there with her, holding Memory Twilight in her hooves as she slowly rocked the unicorn back and forth, shushing her. Memory Twilight sobbed into her coat, clinging to the yellow pegasus tightly. Real Twilight knew then that it was only natural to come to Fluttershy. Indeed, she could make out the wet eyes on the compassionate pegasus. If anypony was good at giving comfort and meaning it, it was Fluttershy.

The first thing she had done was gush out what had happened and Fluttershy was there for her in an instant. Little wonder this event was meaningful enough to manifest itself. Even brain-dead Twilight had known that coming to the kind pegasus was what she needed. Unfortunately, now, this also meant Winter knew everything about this incident. But, she couldn’t care less, it didn’t matter to her what he thought.

What did matter to her was that once again her mind and magic were barely enough for her to deal with the situation at hoof. Ever since she had lost control back at Celestia’s school and turned her parents to potted plants, Twilight had resolved to never let that loss of control happen again. But it had happened, both times an outside stimuli had come in and screwed her up.

Twilight hated that she was unable to deal with unknown factors. She hated being afraid of herself and the knowledge that her magic might not be good enough. She knew that more practice was how to get better and more confident in her abilities. But how could she practice her focus in an unpredictable environment and still be safe? Twilight shook her head to clear her thoughts; now was not the time to be thinking about those problems.

Taking a deep breath, Twilight approached the scene at the front of Fluttershy’s cottage. She stopped a few paces behind Winter.

“Will the Nightmare still be out there when this is finished?” She asked, doing her best to ignore her sobbing memory.

“Probably.” Winter said, not turning. “But, you seem to be in better shape now, it shouldn’t bother us, it’s probably already expended most of its energy.” Winter cleared his throat before continuing, still staring at the scene before him. “You are okay, right?”

Twilight’s flat stare was lost on Winters back. “I’m fine.”

Winter got up and turned to leave.

“If it means anything to you, I’m sorry for what happened here, in this memory.” He trotted past, then hesitated. “I-I know what it’s like, to be afraid.”

Twilight felt her anger flair at his words, but she said nothing. It wasn’t worth the trouble to argue his understanding. Being friends with ponies like Rainbow Dash had taught her that sometimes, picking a fight wasn’t always the best move. He might have a number of low points in his life for all she knew. But Twilight could tell that he probably wouldn’t part with any of his own memories willingly, or calmly, for her to learn.

Twilight reasoned that until she understood Winter more, she would not make any drastic assumptions about his character. Maybe she could get him to open up. She knew he probably wouldn’t remain unbaised towards her, but hopefully he would see that she was trying to be a friend.

“Why am I trying to be a friend?” Twilight asked herself. She thought hard, why was she sticking her neck out on the chopping block and giving Winter the axe? Twilight sighed, the only thing she could think of was that they might be spending the rest of their lives together here, alone. She didn’t want to be stuck with an enemy for however long that might be. Steeling herself, Twilight got up and followed Winter.

The sun began peaking over the horizon as the memory drew to a close, bringing the familiar mind peeling sensation with it. The sun framed the edge of the Everfree Forest with its not so vibrant rays. They were unable to penetrate the thick foliage, leaving the forest filled with shadows even at the edge. It would have been a picturesque scene with the way the woods soaked up the sunlight, and maybe if there had been some color. Twilight shuddered at the mere thought of what might be lurking just behind the eves of the dark forest.

Both ponies turned their attention to the path outside Fluttershy’s cottage that lead into Ponyville. Where would they go from here? Twilight wanted to stop by the library, but was fairly certain there would be nothing of use in any of the books there. Considering how things had been going for them, the pages would probably all be blank.

“I think we should make for Canterlot.” Winter said suddenly.

Twilight frowned. “Okay, It’s better than doing nothing I suppose. But I’ve never walked that, I’ve always taken the train.”

“It should only be a hard days walk again, and it won’t be through any nasty places like the Everfree Forest. The palace I grew up in is somewhere in the Everfree Forest now, I doubt we will want to go back there.” Winter frowned as he glanced wistfully back at the forest. “Luna said it is in ruins now, I’d love to see it but I don’t think that is a good idea right now.”

“Let’s go to the library,” Twilight suggested.

As they made their way into Ponyville, the shallow sun continued its climb. To Twilight’s relief, the Nightmare did not appear again. Of course, she was confident that it would not best her a second time. But the memory of something brushing her back legs sent shivers down her spine, she did not want to confront whatever it was that had touched her if she could avoid it.

Once they made it into town, an eerie silence greeted them. There was a stillness that Twilight had never seen in Ponyville before, and it was... unnatural. She shivered. Following slightly behind Winter gave Twilight an opportunity to observe the unicorn. He was constantly checking around corners and up alleyways. He did not possess the confident, relaxed stride that a stallion such as Big Macintosh had. But every move he made was deliberate, and with purpose.

The silence was unbearable, they had walked past Rarity’s Boutique, and Sugarcube Corner, with nary a sound. There was always sound coming from the Corner, Pinkie generated or otherwise. Twilight would have given anything to at least see a flapping window shutter, maybe a swiftly closing door. Something that said: yes there are ponies here, even if we want nothing to do with you.

“Hellooo!” Twilight called, unable to stand the silence any longer.

Winter missed a step. Spinning around he hissed, “Twilight what are you doing?!”

“It’s so quiet,” Twilight said sheepishly.

Winter scowled. “Yes, that means anything that might be out there can hear us.”

“But-”

“Do you want to attract another one of those Nightmare things?” He asked, his scowl darkening.

Twilight grimaced and avoided his gaze, but said nothing.

The stallion drew a shaky breath. “Please, just, be quiet and lets get to the library.”

She nodded and took a deep breath herself. “Okay, let’s just hurry.” Twilight mumbled, already moving.

They shortly began moving into the residential areas. Twilight thanked the goddesses that the trip was short. In no time at all, they were at the giant tree house she called home. She paused at the door, unwilling to open it. What would she find inside? Memories? Maybe, most likely; it was where she had spent the two most important years of her life. But what if there were other things in there as well... The past couple years she had lived here had been filled with many good moments true, but also some very traumatic ones as well.

Winter noticed her hesitation and slipped past her. Slowing easing the door open, he peaked inside. He only took a moment before flinging the door open wide and stepping inside. Twilight followed cautiously.

It looked exactly as she had left it before chasing after her friends. Magic scrolls and massive texts littered the main floor. Twilight recalled that she had pulled down writings that ranged from psychological reasonings to advanced magical combat dueling. At the time, she had been unsure of what she needed the most and ended up giving most everything a quick browse before rushing out the door.

“No, not quick, shamefully lightning fast,” Twilight corrected herself. It would have been better if she hadn’t read anything at all.

Winter moved to a pile of scrolls she had stacked on the corner of a desk. He unrolled one and floated it into the light.

“Magical disintegration?” He exclaimed. “Where in the hay did you get this?”

Twilight turned red and rubbed the back of her neck, glancing at the rest of the scrolls. “I, uh... had them?” She offered.

Winter glanced at the titles of a few books before flipping them open as well. He glanced at their contents, then back at the scroll.

“These books are empty.” He stated.

Twilight moved closer and peered over the top of the book he had open. It wasn’t completely empty, but the few phrases on the first ten pages did not count for much. It seemed the book was filled with only what had stuck out in her mind when she browsed it. She said as much to Winter who gave her a skeptical look.

He glanced back at the scroll still hanging in his magic.

“Everything on this scroll is here, I could learn this spell with only this sheet.”

“Uhm, okay?” Twilight raised an eyebrow.

Winter looked at her incredulously. “You memorized this but you never used it? When did you learn it?”

Twilight tapped her forehooves together nervously. “Well, I memorized it only a few days ago, but I’ve not tried it yet. I don’t know if I can do it, so of course I wouldn’t use it.” She raised an eyebrow at him. “Did you want to be disintegrated?”

Winter rolled his eyes and went back to the scroll. “I’d like to look at this for a bit.” He said, moving off towards the window.

Twilight laid down with a sigh. With any luck, he would just read the scroll and that would be the end of this conversation. She wasn’t sure she was ready for another prying investigation of his into her magic. He sat at the window for a long time, and Twilight was finding it hard to keep her eyes open. It wasn’t often she had nothing to do and being in her library provided a comfortable environment. She drifted off to sleep. While her body was rejuvenated from the memory, her mind did not get it off so easily.

She awoke in darkness. Panicking, she lit her horn and realized she was still in the library. Winter was still next to the window, but he had fallen asleep, his head resting against the glass. Twilight took a deep breath and tried to slow her already racing heartbeat. She quickly lit a couple of handy candles and let her magic fade.

Glancing at Winter again, she noticed the scroll at his feet, as well as a small pile of ash. That seemed odd to her, she only had candles for light since a fireplace didn’t really work well in a treehouse. Moving closer, she took a closer look at the ash pile. It was way too small to have been any sort of lit fire. Twilight looked back at the scroll, had he learned the spell and disintegrated some objects?

Twilight whirled around, checking for missing objects before her eyes landed on a blank, torn piece of paper in Winter’s hooves. Well good, even if this was a fake world, it didn’t sit well with her thinking that he might have disintegrated some of her things. She narrowed her eyes, it seemed he had learned the spell while she was asleep.

With a snort, she picked up the scroll and pulled the torn paper away from Winter. Moving back to her candles and a desk, she sat down and carefully tore off a small piece.

“Well, here goes nothing.”

Author's Note

Please, go look at my latest blog post here, there is a lot of information there.
Also: Thanks to Nadake and midnighttowboy for editing, without them this story would be absolutely wretched.

Chapter 1

Chapter 1

It is strange how much a landscape can change with the passing of the seasons. Only two days previous Equestria had been enjoying the last days of fall. The air was crisp and cool, the clear skies allowed ponies to bask in the last warm rays of sunlight before winter. All it took was a few days and diligent pegasi for all of that to change.

Now a blizzard had laid a thick white blanket of snow over Ponyville as far as the eye could see. When it had finally reached the Everfree Forest, the weather ponies had left it to pursue its own course. There, the storm grew into a monstrosity of a thunderstorm and proceeded to release its fury on the land beyond the Everfree.

Caught in the middle of this blizzard was a pony. She struggled against the raging winds, trying to get her bearings. But nothing looked familiar to Twilight Sparkle. The snow drifts that were constantly being blown around by the fierce wind were hampering her ability to assess her predicament.

The elements battered against Twilight’s protective bubble as she moved as fast as her weak hooves could carry her. With each new gust of wind, she struggled to maintain the connection to her magic as she tottered through the snow.

“How could this be any worse?!” Twilight thought, her mind being a scattered mess from the recent experiences she had endured. “Why couldn’t I have just paid more attention to the signs, or warned the princess?”

Dear Twilight Sparkle

I know that we do not often correspond, but I find myself in need of your aid. I have a request to make of you, and beg your assistance. However, I wish for you not to enter this blindly, so please take the time to consider what it is that I ask before you decide either to aid me or otherwise.

You are likely unaware, though I do not know what my sister has told you specifically, and Equestria in general, of much of my life before my banishment. It is common knowledge that I was the ruler of Equestria, alongside my sister, and that I was the Princess of the Night. What is less known however, is that I had a student of my own just as much as you are to Celestia now, and it is the nexus of my current dilemma.

As you are to my sister, so he was to me. He was my student, and much as you do for my sister, he strove to emulate me as much as he possibly could. He was an exceptionally talented unicorn while I knew him. He may even rival yourself for sheer power, though he lacks your native understanding of magic as well as skill. I taught him quite well, and I take pride in that.

What I take no pride in is the unfortunate circumstance I forced upon him. As I said, taught him personally, and he strove to emulate me. The difficulty arises from the fact of my fall into jealousy and anger. As I did so, he too began to imbibe these traits, and became my confidant and conspirator in the time before my extended leave.

After my banishment, my sister sought to care for him, heavy though her burden already was. However, doubtless due to her stress under the strains of a doubled burden, she could not personally attend to him. She sent him to the Hoofington University. Though it was little more than a small schoolroom then. Years later, while he was near your own age, he returned to Canterlot.

From what my sister has informed me since my return, he cut a path through the guard to the throne room itself. The thought brings a smile to my face even now, horrible as it may be to think of so many good ponies killed. He was certainly strong and adept, I taught him well.

My sister was forced to face him herself, or allow him to continue to assault ponies who would barely be noticed by him, like flies he would swat aside. She could not banish him, such a powerful spell would be tantamount to murder, since I believe not even my sister would be able to survive upon my moon. She sealed both his power and his body deep within spells layered upon enchantments, before she hid him deep in the Everfree.

And for nearly one thousand years, he lay there, asleep. Less than a month ago though, Celestia took me to him, and dissolved her spells, freeing my student.

It brought me great joy to see him alive on that day. But sadly, I seemed to have poisoned him with my own weakness. He harbors a hatred for my sister, and as her proxy, yourself. Over the last few weeks, I have spent much of my time alone with him, attempting to acclimatize him to the new Equestria. We have made slow, but steady, progress over that time. However, we are hindered by his reckless belief in Nightmare Moon, and his near disgust at my allowing myself to become the slave to my sister. At least, this is how he sees the current climate. As I said, I do believe that I accomplished my goal too well. He was too loyal, too sweet, to see how blind Nightmare Moon was, and how much better things are now.

This is why I write to you now Twilight Sparkle. I believe that you can help him see how wrong Nightmare Moon was. I believe that he needs a friend, other than myself, or I fear that he may only fall deeper into the shadow cast by Nightmare Moon.

So I write to you now, not demanding, nor asking, but beseeching your aid. I will not lie, he is dangerous. Though I have forbidden him to harm anypony, I still fear that he will attempt anything to bring harm to you, for no other reason than your relationship with my sister. He is better versed in the arts of war than anypony I have ever met, and he was a truly terrifying force when he attacked Canterlot.

Of all the things in my long life that I regret, nothing do I regret more than what I did to him. He fell with me, willingly and completely. I made him into a murderer, into a monster. Now I must try and help him find redemption. If anypony can, then I believe that you and your friends can help him, Twilight. I would understand if you want nothing to do with him, most would not, and you have far more reason to fear him than most. But I beg you, please help me. For the love of me, for the love of my sister, please help him, help me make right at least one, the greatest, of my sins.

Your Princess,
Luna

Twilight browsed over the last two paragraphs for what seemed the hundredth time. Spike had brought her the letter just that morning and it was now almost lunch. There was so much in it. Princess Luna had a student from a thousand years ago that is very much alive today? Princess Luna wants her, Twilight Sparkle, to teach this unicorn about the magic of friendship? This unicorn is bitter and resentful of Princess Celestia; and of Princess Luna not being Nightmare moon? When Twilight had been in Canterlot for her brother’s wedding she had not seen anypony that looked like he was a personal student of Luna. In fact, she hadn’t seen Luna all throughout the day of the wedding. Neither princess had mentioned this unicorn ever. As intimidating as it sounded, it was still exciting! On the one hoof, Twilight could not wait to meet an actual pony who had lived a thousand years ago and learn about magic from that time period. But then, reading the last paragraph of the letter sent chills down her spine.

“He fell with me, willingly and completely. I made him into a murderer, into a monster.”

A unicorn who approved of Nightmare Moon. A unicorn who most likely knew and performed some of the most powerful war magic known to pony kind without remorse. Looking over the letter again, Twilight was glad Princess Luna was making this a request and not a demand.

“Twilight, what do you want for lunch? I’m famished!” Spike called from the kitchen. A clattering followed soon after indicating he was already preparing food.

“Spike, go ahead and make whatever you want for yourself, I’m going to go talk to my friends about this letter and see what they think. If I know Pinkie and Applejack, I’ll have plenty to eat.” Twilight got up from the cushion she was relaxing on in the library and moved towards her saddlebags. “I will do the errands as well, so I might not be back until dinner. We can decide what to do then.” She levitated the letter and their shopping list into one of the bags and opened the door.

“Twilight, wait,” Spiked said quickly, Twilight heard a pattering from the kitchen and turned to see Spike hurrying towards her. He looked up at her and cleared his throat. “Listen, I'm kinda like you right now, I’m not sure whether to be excited or terrified at this opportunity we got here. But I just want you to know that whatever you decide I’m okay with it.” He smiled awkwardly and turned away only to be snatched up by Twilight’s magic.

“Oh Spike!” She said giving him a hug, “I’d never get anywhere without you. Thanks."

Spike laughed nervously and returned the hug. Seconds later, Twilight set him down and left quickly. She had a full afternoon if she was going to meet with each of her friends and purchase a few essentials along the way.

* * *

An exceptionally strong gust of wind tore Twilight out of her thoughts and shattered her protective bubble. She recoiled as the magic snapped back into her. The cold wind dug into her coat instantly and she panicked. In reflex, Twilight tried to throw up another barrier, but her exhaustion stymied her attempt. Her knees wobble treacherously. Trying once more produced similar results as her horn spluttered. Twilight took a breath but it was quickly battered out of her in a gust of wind. Gritting her teeth she concentrated on trying to start a far less demanding navigation spell. It sputtered into existence and she was now mentally aware of her direction. It was like having a compass in her brain, all she needed to do was focus on her destination and she would be pointed in the right direction. Thankfully, this spell required very little energy or concentration to maintain. She could keep it going for as long as she needed.

She was already unable to feel some of her extremities. She knew that moving was her best bet to keep from freezing to death. Twilight staggered forward, she could feel the cold seeping through her bones. It seemed as though a ticker was counting down to her doom with each step she took. She could not believe it had only been yesterday morning when she was sitting snugly in Applejack’s barn, watching the first snowflakes fall. It seemed as if it had been weeks since she had warm hooves and a full stomach.

The storm had been raging only for a few hours. The sky had looked threatening all day, but it seemed to have been waiting for when Twilight was most vulnerable before it unleashed its fury. Glancing back, Twilight could barely distinguish the tracks she had just made. It was hard to do more than squint into the storm. She began wishing there were more trees within the immediate proximity. However, she was on the lee side of the mountains and the vegetation was sparse at best. She was just going to have stick it out for as long as it took, or she died.

Twilight struggled to look up. The cave had to be nearby. She had been walking through this storm for what seemed ages. She knew she was traveling in the right direction even though she could not see through the snow. Her navigation spell was telling her that she was still moving due East. However, the cave still eluded her as she painstakingly maintained her course.

She had spent just last night in the cave with her friends. It had to be close! She knew it was in the foothills of the mountains that loomed before her. However, Twilight had no idea how far she had gone. The blizzard made it impossible to see more than a few feet. She gritted her teeth, this storm was not going to beat her! Her friends were counting on her to pull through. They were depending on her to save them. Conjuring up images of her friends brought her new strength as she continued to struggle forward.

“One hoof after another, come on Twilight, just a little farther!" She continued walking, she was not going to give up now after all she had been through.

Twilight knew it was important that she find the cave soon. She could no longer maintain a shield against the cold and the spell she was currently performing was quickly depleting her last reserves of energy. Her coat did little to stop the wind as it continued to force its frigid temperatures into her body. She squeezed her eyes shut and concentrated on walking while trying to ignore the cold. It was her best bet to stay alive. Her frazzled thoughts clung to that one fact as the mess of panic and despair threatened to overwhelm her mind.

There were quite a few books on survival that Twilight had devoured during her Daring Do days. As she tried to remember what all they had said on surviving cold weather, she knew she was not anywhere near as prepared as she should be. Trying to keep her mind working, Twilight starting thinking about how nice it would have been if she was a little more fit. While she was in pretty good shape for being a librarian in her opinion. Being a Pegasus like Rainbow Dash, who lived for physical perfection, was uninteresting to her. Her physique was just not cut out for this kind of weather and she was sure even Rainbow Dash would have a hard time enduring this much abuse. She continued thinking about Rainbow Dash and her mind sank back into the events of the past two days. It seemed so long ago.

* * *

Naturally the first pony Twilight came into contact with, literally, was Rainbow Dash. She had been walking away from her library for barely two minutes before she was pummeled into the ground by a crashing Rainbow Dash.

“Ouch, that kinda hurt,” Rainbow said, placing a hoof on her muzzle and maneuvering it gingerly, “Sorry Twilight, that trick is going to take some more practice.”

Twilight groaned and opened her eyes. She realized she was splayed flat on the ground. She wondered why it was always her that was a landing pad for Rainbow’s failed stunts.

“Rainbow, I just left the library and you were nowhere to be found a minute ago. Why is it you show up as soon as I... Nevermind, listen, I need to talk to you about something important.”

“Ugh, you know Twilight, you always have something important to talk about. You,” She poked Twilight in the chest as she rose, “need to relax and have more fun.”

Rainbow Dash sniggered as Twilight unsuccessfully tried to brush herself down and straighten her mane. She glared, but quickly pulled out her letter.

“Here, I want you to read this and give me your opinion on what I should do.”

“Oh, uh... reading, yes well, you see, I have a prior engagement that I gotta-”

Rainbow Dash turned quickly to fly off but Twilight grabbed her tail with her magic keeping her grounded.

“Not so fast there Rainbow Dash, you have nothing on your schedule for today except excessive napping. I really need your input on this, it is a short letter from Princess Luna. Can you please, please just help me for a minute?”

“Ugh, fine. Give it here,” Rainbow Dash grabbed the letter and began to browse it quickly. Her eyes grew wide and Twilight saw her stop about halfway down the letter and move back up to the top. A few minutes later Rainbow Dash coughed and handed her the letter.

“Well, thats interesting. What are you thinking about doing?” She asked staring at Twilight.

“I, um, well I’m not sure. The more I read the letter the less sure I am about her request. I don’t think I’m very inclined to do it. But this is the princess we’re talking about here.” Twilight said scuffing the ground.

“Well, there you go, the first response is usually the right one, if I do say so myself. See you around Twilight.” Rainbow Dash zipped off out of sight before Twilight could get another grip on her.

Was that it? Twilight shook her head and headed further into town. Rainbow Dash’s advice was short and simple. That probably meant it was honest, or an outright fabrication. If anything, Rainbow Dash’s advice made her even less sure on what to do.

Twilight’s stomach rumbled rebelliously and she decided to make Sugarcube Corner her next stop. She smiled apologetically at the long line of ponies as she made her way to the front and indoors. She waved to Mrs. Cake who was attending the counter. She was graced with a hurried smile but it was obvious that Mrs. Cake was too busy with customers to chat. Twilight snuck upstairs to where she hoped to find Pinkie Pie.

She was not disappointed, Pinkie Pie had a large map of Ponyville stretched out on the floor and she was marking it up with a bright yellow crayon. Twilight stopped in the doorway and stared at Pinkie Pie’s work. She made out the words “hidden railway for party supplies” before Pinkie Pie noticed her and bounced up.

“Twilight! Why didn’t you tell me you were coming? I would have made cupcakes! Oh, wait, there is only one reason you would be here without an appointment,” Pinkie grabbed Twilight and whispered gleefully in her ear, “You want to throw a surprise party for somepony and came to have me make one so it would be a surprise! Ooooo, who is getting a party? Is it Applejack? No, Rainbow Dash! No, no, Alex S, Alex S!! Tell me!”

She held Twilight at arms length and waited expectantly. Twilight stared at her blankly for a minute at a loss for words. She shook her head and tried to clear her head of Pinkie Pie’s reasoning, which was, all in all, quite sound. Twas mind boggling in of itself. That would probably be the only reason she would come looking for Pinkie without plotting time out for her in a schedule.

“Um, no, Pinkie, I’m not throwing a surprise party for any-”

“Aww, why not? Parties are- wait what!?” Pinkie raised an eyebrow and put a hoof to her chin, “this doesn’t make sense, Twilight coming to see me for a random reason other than a surprise party? That can only mean-” she gasped, “Did Princess Celestia explode into a million tiny little fireflies and is now trying to take over the world? I knew this could happen, I gotta find my bee jacket.”

Twilight’s mouth dropped open, “I- No, Pinkie stop. You are making no sense. All I need is-”

“NO SENSE!? Since when does the world make sense Twilight, seriously. You really need to get out more, those books are nothing as to what the world is really like.”

“PINKIE! All I need is you to read this letter, please.” Twilight said exasperated.

“Oh, well why didn’t you say so in the first place?” Pinkie grabbed the letter Twilight held out and began to read.

Twilight watched with a small amount of satisfaction as Pinkie Pie gasped at least once during every paragraph and heard her muttering random statements that made no sense.

“Well that makes no sense. There goes that theory. I knew I should have asked more questions on that forum.” Pinkie gasped again, “He lied to me! That jerk.”

“Pinkie? Are you ok? Did you finish?” Twilight watched as Pinkie Pie narrowed her eyes at the letter before turning to her and grinning.

“I think you should do it! This sounds like a great opportunity to share all that you have learned with somepony. You will get a chance to see how effective friendship is on a new pony!”

“You do? Well what do you think I should- wait, how did you know to answer my question before I even told it to you?” Twilight scratched her head and squinted. Pinkie Pie hurt her brain, it was best just not to think about how she did things.

“Ha, you wouldn’t believe me if I told you Twilight. So are you gonna do it? Oh I just knew you needed me to throw a surprise welcome party, I knew it all along! Funny that you didn’t just say so.”

“W-well, I’m not sure Pinkie,” Twilight stammered looking unsure, “you are right about this being a great opportunity, just think of all the things I, we, could learn! But Luna says he hates me for being Celestia’s student, and that means he probably will hate my friends as well. I’m not sure if it is safe to go through with this.”

“Aw Twilight, what’s the fun in safe? Come on, take a chance for once, your friends are more than capable of looking out for themselves.” Pinkie Pie leaned in close, “I know kung-fu after all. You hardly do anything interesting here in Ponyville, now is your chance to take on an exciting project. I know you want to and all you need is a party to start things off!”

“Um, thanks Pinkie, I’d like to talk to the rest of our friends before I decide though. It-”

Mrs. Cake’s voice interrupted them from the stairs, “Pinkie! I need you down here, the deliveries are already backing up and Mr. Cake isn’t back yet! Can you be a dear and do some rounds?”

“Okie dokie lokie Mrs. Cake,” Pinkie Pie called. She turned to Twilight, “well I guess I gotta go get busy! Don’t worry about the parties, I’ll have it all taken care of!”

With that, Pinkie Pie bounced past Twilight and was down the stairs in a flash. Twilight took a moment to collect her thoughts and agonize over what Pinkie was planning. It was nothing that would kill her she decided, after all, Pinkie Pie was always popping up and doing random things to screw up her day, she could handle it. Right?

Twilight groaned as she collapsed onto a cushion in the library. She wondered if she should have taken up Rarity’s offer on a trip to the spa. It would have been extremely relaxing if she went alone. But as things were she would have to accompany Rarity, she had her fill of drama. A pony could only last so long as a mannequin for her, Rarity could outlast time itself if she had but one hapless soul to model. Twilight had enough things on her mind that going to the spa with Rarity would be more stressful than relaxing.

Still, Rarity’s advice had been, beneficial in all honesty. Running a business meant you had to make sacrifices and choices that were tough. Rarity had been through this and the results of those choices did not always sit well with her even if they had profited her business. However, Rarity had put her work down long enough to take Twilight aside and say:

“Twilight, you cannot always have everything you want, but you can learn to live with what you have. This letter presents a once in a lifetime opportunity. You can sit and rationalize away your choices all you want, but in the end, are you going to be able to live every day with not accepting this proposal? Celestia knows I’ve had to live with some difficult choices myself... But my point is this: If the choice in this letter is going to be life changing for you then I think you had better put aside your logic for once and do what makes you happy and able to live with yourself.”

Fluttershy had said the same thing as well, albeit she had been rather indirect about it. Everything she said required Twilight to sift through a multitude of apologies, not that she really minded though. Fluttershy always gave good advice.

It was Applejack that surprised Twilight the most. As soon as she had put the letter down she had said,

“I guess you want me to be a tellin you what to do huh Twi? I don’t know who else you have talked to yet but I am going to say no.”

“No?” Twilight repeated surprised.

“No, you should not do this. I’ve had to give up a lot ever since Ah took over runnin the farm. My life is centered around making enough bits to keep food on the table and sendin Applebloom to school. Ah know you aren’t strugglin much there at the library. Shoot, you could probably get anything you desired from the Princess if you weren’t a practical pony. But that’s not my point. If it is dangerous, then I’d stay as far away from it as possible. I’ve had to watch out for mah family for a while now and Ah daresay I’ve been through my fair share of situations. Just stick with what you are comfortable with Twi and you won’t get burned. True, you won’t get to have that fun with that match before it reaches your hoof, but it is a darn sight better than having your house, or worse, a friend’s house, go up in flames. You gotta give up certain things to have a safe, peaceful life.”

Of course Applejack had tempered her initial speech afterwards but Twilight couldn’t shake what had already been said. As she walked home she mulled over Applejack’s initial speech and then compared it to her “In the end, I suggest following your heart” statement before they parted. Applejack was right, her life would go on safely and peacefully if she refused Princess Luna’s request. But she also could not ignore what Rarity had to say about living in discontent either. On the one hoof, Twilight was proud of the opinions her friends had, but on the other, she was irritated that she was no closer in making a decision.

Twilight groaned again and rolled onto her back. The arguments kept returning to one thing: Luna needed her help. There was no getting around that fact. Luna obviously cared quite deeply for her ‘student’ if she was desperate enough to be writing and imploring aid from Twilight. It was not every day that an all powerful being sought help because their own knowledge was lacking. Twilight could barely picture herself requesting magical aid from a young filly and could not imagine how desperate a celestial being like Luna must be to ask for help from a simple pony.

The more Twilight thought about it, the more her conviction grew. This was not about her, this was about some other pony. Just because it was a request from a powerful alicorn did not make it any less important than getting the same kind of letter from anypony else. Twilight knew that she would jump at the chance to help a pony who requested her aid, so why should the princess be any different? With that in mind, she hopped up and began writing her response to Luna.

* * *

Twilight was ripped back into the present once again as she stumbled right on to clear ground. Unable to keep her balance, she fell flat on her face. Barely focusing her eyes on her surroundings, Twilight’s brain slowly started working again as she realized she had made it to the cave.

The rock walls were bare and smooth. It seemed that somepony had taken the time to round off the edges to make the cave more homey. The cave was small and comfortable enough to house half a dozen ponies for a night. There was a stack of wood near the back which had a light dusting of snow, just like the rest of the cave. The wind was blowing across the entrance instead of into the cave creating a natural wall of insulation for those within the cave. Luckily, the hole Twilight had punched in it was quickly closing. This was fortunate for her as she was fading in and out of consciousness. She would not have been able to block the entrance even if she had thought about it.

Trying to concentrate, Twilight tapped into all the energy she had left and lit a fire with her magic in the stack of wood. She moved as close as she could to the fire before collapsing. She did not even register the fire beginning to crackle merrily as it grew. It wasn’t long before Twilight passed out, leaving the world behind.

* * *

Twilight woke up in darkness. She was floating without form. At least, that was the best description she could come up with. She was weightless and could not see anything. It was hard to decide if she was moving, or was able to move. Twilight knew she was conscious of herself, it was a dream of sorts within her own mind. She was happy that she had been through a few dream awareness sessions with Princess Luna, it helped to know what your own mind felt like.

She looked around, except it was not really looking. It was more of an extension of awareness to her surroundings. Even though her body was as nonexistent as her surroundings, this did not bother her in the slightest. It was her mind, her dream and nothing was out of place, it felt right.

All of Twilight’s random thoughts of moving, having no body, any surroundings or what she was doing here were only a small buzz in the back of her consciousness. They did not matter. There was only room for one thought: What she was going to do next. It was perfectly clear to her, and yet unclear at the same time. She knew she had a destination. But that destination eluded her just as the reason for her being here.

With a whisper of a thought, she began to move. It was hard to tell that she was moving since it was completely black. But she knewshe was moving, she was in control after all.

A light appeared. It was not just a light though, Twilight knew it was an orb that actually emitting the light. She knew the orb was her destination and she increased her pace. It was still distant but she hurtled towards it at speeds that are only conceivable through imagination. As Twilight came closer and closer, a feeling of calmness and content washed over her. A flicker of thought in the back of her mind thought this was surprising, but it was not important and the thought dissipated into oblivion.

Suddenly, Twilight was there. It was not disturbing, that was supposed to happen, it was a dream after all. The light should have been blinding but Twilight had no trouble gazing into the depths of it. As she stared, she began to realize there was still an infinite distance within the orb of light that she had yet to traverse. How would she get inside? She was too large to fit inside it! Twilight had no idea how long she... Sat? Floated? Existed? ...in front of the orb. Every time she tried to think about getting inside, her thoughts floated into nothingness. She was getting frustrated, there must be a way!

It clicked suddenly, this was her dream and she could do what she wanted, right? Twilight smirked, mentally of course. She had no idea how she could have missed it. She had no size, no shape, she was just there. With a flick of her thoughts, she entered the orb and began her journey again.

Being inside the orb was very different. It was warm, fuzzy, and comfortable. Her surroundings practically crackled with energies that she had no knowledge of, yet they felt familiar. She basked in the glow around her as she travel inwards. Her surroundings grew dense and the energy thickened as she moved deeper into the orb.

Twilight began to feel hot... extremely hot, now that she thought about it. Twilight tried to slow down but could not. She began to panic, her speed was troubling but unimportant. It was the heat which was becoming unbearable that scared her. What was going on? Colors started swirling in the blackness and pain was starting to shoot through her. Twilight was torn from her dream and woke up suddenly with a hoarse scream.

* * *

Twilight looked down and saw that the fire she made had died somewhat. She had rolled onto some of the embers and there was a nasty black burn on her right flank over her cutie mark. She moved quickly, tears of pain came to her eyes as she looked around for relief and spotted the entrance covered in snow. Rushing towards it, she twirled around and sat right into the snow drift. She winced at the cold on the left side of her body but was relieved at the coolness washing over her right flank. Hyperventilating, she collapsed, amazed at her own weakness still. She took stock of her surroundings and tried to piece together why on earth she was in this cave.

It came back in a rush. The castle, the torture, her escape, Twilight gasped, how long had she been lying here? She was hungry, much more hungry than she remembered being when she came in, but then again, hunger had been the least of her concerns when she had collapsed. Still panicking slightly, she got up and punched a window in the drift with magic. She winced as her horn throbbed with a dull ache. It was nighttime, which told her absolutely nothing since her memory of when she entered the cave was hazy.

“At least the blizzard has died down somewhat”, she grumbled to herself.

What she could see of the clouds, the storm could start pouring snow again at any moment. She sat back down in the depression she made, sighing with relief as the coolness washed over her flank once again. It would blister, she was sure, but hopefully it would not hinder her from functioning to a large degree.

Her dream pushed its way to the forefront of her thoughts. What had it been about? It was so real. Twilight began to muse over the meaning of it. She had spent time learning about dreams and dream worlds with Princess Luna. Twilight had even spent some time on occasion discussing and experiencing them consciously with her. Nothing about it made sense when she thought about it. She knew that her vision had taken place in her own mind but she was at a loss in understanding what the Orb was. It had seemed so right, almost like it was a part of her that she always had known was there. Twilight grappled with her thoughts for a little while longer but the world around her was starting to demand her attention again.

Fear started to fill her musings, she was weak and hungry. The fire was dying and the cold seemed to be getting ready to overpower what little warmth it had made in the cave. Twilight had no idea what to do next. She had barely escaped her captors, and knew it was only a matter of time before her presence was missed. What would be the best course of action? Could she make it home? No, she could not teleport that far in this condition. It was out of the question to walk home either, it would take too long.

Twilight berated herself for giving Spike as little information as she did and hoped he had not gone back to sleep. This was a bad position for her, she was on the far side of the Everfree Forest and had no way of contacting anyone she knew. But wait, she had her magic, surely there was some kind of signal she could send to anyone looking for her!

“All the way out here? I must be crazy, nopony would even dare enter the Everfree Forest.’”

Twilight racked her brain for all of the different kinds of spells she knew, she was beginning to realize almost all of the magic she was capable of was for more conventional means than crisis survival. Even her medical knowledge was disappointingly minimal. There had never been any need to learn since Fluttershy and the doctors of Ponyville had always taken care of things superbly. Pushing away despair, Twilight began to write on the floor listing her assets and trying to figure out how she could rescue her friends.

Chapter 7

Exit From Ponyville

“Twilight? Twilight! Wake up! Hey, we gotta go!” A voice, urgently insisting, roused Twilight from her slumber.

“Hmmm?” she mumbled, half conscious.

Winter spoke again, the urgency apparent in his voice, “Twilight, the library is collapsing!”

With a jolt and gasp, Twilight yanked herself off the desk she had fallen asleep against to observed her surroundings. It seemed Winter was correct, the walls of the library were indeed... melting away.

Winter grabbed Twilight and dragged her out of the study. As they made their way down the stairs they found it was little more than a ramp and rapidly warping. Sliding down it best they could they tumbled towards the exit.

Surprisingly, while it looked like it should, the melting surroundings did not stick to their hooves. In no time at all they crashed through what was left of the door and fell in a heap outside.

As she lay there Twilight wondered if the stallion would have simply left her if they weren’t, “joined at the flank”, so to speak.

Pushing themselves up they turned to look at the Library. It had stopped melting. They stared at it for a moment before Winter grunted and turned away.

“Must have stopped as soon as we got out.”

Twilight turned to stare at the retreating stallion. “Where are you going?”

“It must have stopped once we got out of proximity of the tree. My guess is: it, this world or whatever, doesn’t like us sitting around,” he called back.

Quickly catching up to Winter before her vision turned hazy she gave him an incredulous glance. “What makes you think that?”

Winter looked at her for a long moment. “It’s the only thing that makes, to me, as to why it stopped... melting.” He hesitated on the last word, trying and failing to come up with a better adjective.

“C’mon, let’s get moving,” he continued. “Canterlot isn’t going to get any closer standing here.”

Twilight reluctantly turned from her half melted home and followed Winter. But, as they walked up the street, any thoughts of the library were pushed from her mind as a building stood out from the surrounding town.

It had a roof that looked like it was made of chocolate and so many colors it almost hurt to look at. The proportions of the building were almost in direct conflict with the laws of physics as she knew them, but it still stood as it always had: A beacon of light and hope to those with an aching sweet tooth.

Both ponies glanced at each other before walking towards the door. It seemed they would have to actually walk inside the building to activate the memory. Before she could formulate anything to say, Winter had opened the door and stepped inside.

Twilight only hesitated a moment before entering the memory herself. Immediately she knew this was one of her memories as the feeling of the memory washed over her. She took a moment to savor the rush of color before heading towards the back where voices and sounds of banging pots could be heard.

Pinkie Pie was singing. Twilight immediately remembered the scene. It hadn’t been too long ago that she had scheduled a day to spend with Pinkie and they were currently baking. She began bobbing her head as the infectious song came back to her.

She watched, mesmerised, as the pink mare rambunctiously danced around the kitchen. Pinkie Pie flailed around with her cooking utensils yet never once spilled a drop of what she was mixing. Even watching it for a second time, Twilight couldn’t help but stare at the performance all over again.

The day was almost over and they were working on their last batch of cupcakes. Twilight saw the flecks of batter in her own hair and noticed the fatigued drag of her hooves as she stirred the mix. But, there was a smile there, as she watched Pinkie Pie dance.

It was a good tired, Twilight decided, as she watched her old self whisk away. The thought reminded her of all the other good times she had with her other friends. A warm feeling began to grow in her chest and she stood a little taller, and smiled a little wider.

She turned to Winter, he had an eyebrow raised and an incredulous smirk on his muzzle.

She frowned at him. “Oh, come on. Can’t you be happy about anything?” Twilight put hoof to her chin before adding, “or maybe entertained? Any positive emotion?”

Winter turned to her. “Of course, but this isn’t exactly what I’d find enjoyable.”

“Then what is?” she pressed.
“First, tell me why you think this is so... so good? Why does it make you happy?”

Twilight grimaced, but nonetheless tried to explain. “It’s an escape from the daily grind. It’s a chance to spend time with friends, ponies you really really like.

“When you help a pony with a big task it evokes a very warm feeling of companionship and accomplishment with that pony. Those feelings are what make me happy, knowing that I’m being a good and helpful friend to my friends.”

Twilight nodded in satisfaction at her description. “I know that my friends will help me with any problems I might need help with, it is only proper that I return the favor.”

Winter’s features darkened. “There were no favors for me a thousand years ago. Life was hard. The only thing that made me happy was knowing those I cared about were safe.”

They turned back to the kitchen scene as it began to fade. The two ponies in it were both sitting on the floor, laughing together as good friends should.

“Baking and laughing didn’t keep ponies safe back then.” Winter muttered, turning away.

He walked out, but Twilight lingered. She watched the color and ponies fade in the kitchen as she pondered Winter’s dark demeanor. But, she couldn’t wait long. With a final glance back at the kitchen, remembering the feeling she had moments ago, she followed Winter out the door.

With silent consent between them, they headed north towards Canterlot. It was easily a day’s walk for them and it was already getting late in the morning. As they exited town, thoughts of Nightmares and camping out in the dark began to weigh heavily on both of them.

“So, I know of a place that is between here and Canterlot that is rather important to me.” Winter began, breaking the silence between them. “A memory that I’ve kept with me for a long time.”

Twilight breathed easier and picked up her pace. “Where is it?” she asked.

They trotted across a small bridge, the water beneath looking unnaturally murky against their gray surroundings. It was the last sign of civilization on the outskirts of town. The dirt road stretched out in front of them before dipping behind the nearby foothills.

“It’s...” Winter hesitated. “It’s somewhere ahead. I’m not sure exactly. There are so many changes to the landscape since I last saw it.”

Silence again. Twilight lost herself in her own thoughts. She had plenty to think about: dreams, memories, new spells... Winter. It had been such a confusing past few... days... if that was what you could call this unhealthy twilight. First she was sick and tired of Winter and wanted nothing to do with him, then she was saving him, then he was saving her. They stopped arguing and made a truce only to explode at the very next unusual situation.

Winter was one very unhappy and disturbed individual, Twilight concluded. She couldn’t even begin to understand what he had been through when he wouldn’t talk to her. Every time she felt as though she was making a little progress in understanding him, he would clam up or get upset at something she said, or did.

It made her frustrated, even her friends, and her, had all eventually come to realize that talking about problems was much better than being upset with each other. Why wouldn’t Winter let her help? Or, more importantly, what did Princess Luna see in this unicorn?

“So,” Winter said, breaking the quiet. “You were trying to create a spell that made animals able to get nutrients from the air like plants?”

Twilight snapped out of her reverie and glanced appraisingly at Winter. “Not exactly. It’s far more complicated than that.”

“Then explain it to me.”

“You- I... What?” Twilight stuttered.

Winter raised his eyebrows at her as she tried to think of a response to his simple request. He wasn’t normally this cordial and it was slightly disconcerting.

“Okay,” she began. “Well, I was trying to take the same mechanics of photosynthesis for plants and apply it to--”

“What is... photosynthesis?” Winter interrupted. “I heard you talk about it in your memory at Fluttershy’s cottage.”

“Well it’s the process of...” Twilight trailed off. “You don’t know what photosynthesis is?”

“Twilight, realize I’ve only been in your world for a matter of months. There are a lot of things I don’t know that you ponies have given names to that I--”

“Okay okay,” Twilight griped. It did make sense, Winter was a pony from a thousand years ago, microwaves were probably the coolest thing ever to him.

She gathered her thoughts, deciding how to best give him a crash biology lesson. “Photosynthesis is a process that plants use to convert the energy from the sun into fuel that their... bodies... can use.

“You do know that when a plant is kept in the dark, it dies right? We all know plants need sunlight.” Twilight paused, waiting for Winter to nod before continuing. “We’ve deduced that the sun is a source of energy and that plants are somehow able to tap into and harness that energy.

“Photosynthesis is a process that plants use to convert the energy from the sun into fuel that their... bodies... can use. It is a rather complicated process that I won’t go into now, we have biology books for that...” Twilight paused, then added. “If we ever get out of here.”

“Anyway,” she said, getting back on track. “We have made a few forays into harnessing solar power through mechanical means, but they have not been very efficient, and that irks me. So, I was looking into adapting the more natural ways into something we could use.

“What if, I thought, if we could implement the more efficient method of photosynthesis used by plants and use that to power our trains and appliances instead of trying to use our mechanical solar panels, and the like, to barely ease the strain on smaller things?” Twilight was really going now, she had almost forgotten it was Winter she was talking to, intent on re-living her own enthusiasm. “Imagine if we could apply that to ourselves through magic? We could ease the strain on so many struggling towns or individuals by cutting down on time and water required to grow crops, travelers could go so much farther into uncharted areas, and this is all if it’s only applied to ourselves. What about being able to store up this energy, or at least harness it, for so many of our developing modern machines?

“There is so much potential energy coming from Celestia’s sun that is going to waste and I think with just a little more experimenting that we... could...” Twilight trailed off.

Winter clenched his jaw at “Celestia” but as Twilight went silent his attention snapped back to the mare. “So, what do you intent to try next?”

Twilight glanced away. “I won’t be continuing anything in that area of magic. It’s too dangerous.”

“Well, you could keep working on it without conducting dangerous experiments you know.” Winter suggested.

Twilight looked at him suspiciously. “Why are you suddenly so interested in what I do?”

Shrugging, Winter searched for an answer. “I was just curious, you seemed rather put out after leaving Fluttershy’s cottage.”

Heaving a dark sigh Twilight looked away with a frown. She didn’t respond when Winter tried to prompt her to continue. She didn’t trust him enough yet to lay out concerns that delicate and important to her.

Author's Note

Okay. News that ya'll should really read:

First: This story lives! This is all I've got done on the next chapter I'm afraid, but I had to publish something! The editing of the first chapters is coming along really slowly... almost not at all actually... BUT, there's a reason for that. Also, I've started putting my time into something new: See news part 2 \/\/\/

Second: I'm writing another story featuring Winter back a thousand years ago. I'm hoping to develop his character a lot in this story, and by the end of this new story you will understand why he's so crabby in Weathering Winter. Currently it's a collaboration project that I'm letting my friend host right now. Please go read and favorite on his account! (any likes there will make me very happy)

Third: Weathering Winter really isn't that good of a story... to me. It's why I want to rewrite the first few chapters. Winter is a whiny *(@$& and not so much a troubled individual... I wanted to fix that but it's HARD. But, I came up with the idea for this new story and saw it as a chance to try developing Winter a little differently.

That's all I've got. I think.
Tl;dr : I'm writing (co-authoring) a new story featuring Winter, find it: here