Twilight sat at her desk looking over several notes as she took other notes on the lessons and cross-referencing it with the magic she knew of. She let out a groan as she glared at her notes. She had three notes with each lesson. It was clear that whatever spirit magic was. It was beyond her current understanding. And it infuriated her. Just as she was about to have a meltdown the door opened revealing Phoenix.

"Spike said you wanted to see me?" He asked walking in. Upon seeing the piles of notes he let out a sigh. "I'm get the feeling it's a good thing I got a big breakfast."

Twilight looked around her and smiled sheepishly. "Sorry. I was just... researching what you taught us."

Phoenix thought for a moment on her words. "I see." Walking over he sat next to her with a smile. "There are some in my village who studied all the elements. Even though they didn't master any, they still were able to help the others."

"What do you mean?" She asked arching an eyebrow at him quizzically. From what she saw. And how her friends seemed to trust him. She really wanted to. If for no other reason than to show Spike that her comment earlier was a slip of the tung.

Taking a deep breath he thought of a good way of wording it. "I suppose... you can consider the role as an.... elder of sorts." He replied picking up one of the notes. "You will however need the most training to prepare. And it will be challenging. But it will give you the knowledge to help your friends."

Knowledge? Challenging? Two words that sparked a fire in Twilight she never seemed to get tired of feeding. And with an eager grin she nodded. "For my friends and Equestria... let's..."

Phoenix cut her off quickly with a finger. "Before you expect the task. Know that this will change you." He stated as she looked at her wings. She gulped looking into his eyes as he went from her wings to her horn then her eyes. "More so than it did Scootaloo. And even more than it will your friends."

She let out another gulp as she asked. "And... there's no other way to do it?"

"Not for the knowledge you seek." He sighed.

After a few moments she nodded. "Fine. But let's take this time to get to know each other too." With a shared nod they started her training. Taking breaks now and then to talk about each other including but not limiting to there biggest freak outs. "I think my 'love doll' is a bigger disaster than your 'sheep army'." Twilight laughed.

Each time the two studied, she was then put into a meditative state. Phoenix had to admit how devoted she was to her lessons. It was actually kina... cute. After a bit they stopped for lunch and a 'quick' bath. "A nice bath or shower will help relax your mind for what's to come." Phoenix explained. As Twilight stepped into the shower she noticed how stiff she had become. And even though it was admittedly embarrassing... she called out to Phoenix for help.

Much to her surprise he was rather gentle and... thorough. She bit her lip whenever her got near her flank hoping each time he didn't explore a specific area. More then once she was relieved and dismayed when he stopped short and moved to a different spot.

Once he was certain that she was clean he stepped back smiling at her. "All done." He said softly before turning to clean himself before having the soap grabbed by Twilight's magic.

"It's only fair that... I clean you too." She gulped as he looked over his shoulder at her. With a soft smile he nodded.

"You going to use your magic I take it." He guessed causing her to think for a moment before sitting back in the shower.

"I... for science... I... I'll use my hooves." She finally decided as she put the soap on he hoof. Before slowly running them over his leg slowly. As she explored his body she made mental notes on every inch she touched. Purposely skipping over his pelvic region.

Noticing Twilight's purposeful avoidance, he smiled to himself and took over cleaning that area.

Meanwhile in Canterlot

Celestia and Luna sat in the main hall reading over the day's news as a griffin with red tipped feathers walked in with a smirk. His emerald eyes locked on the princesses.

"Who are you?" Luna asked flatly as her and her sister looked at the griffin quickly.

"A friend." He replied with a bow. "One who rather enjoys the night." The venomous toan in his words where not lost on the princesses as they both stood at the ready.

"I warn you griffin. If you're planning anything..." Celestia said before being cut off by his laughter.

"I wouldn't be so worried about what I will do... at least not as much as my pets." He said as shadows came out from under him forming two ponies. Luna rolled her eyes and lit her horn. Only to look in shock as the shadows tilted their heads. "Really? Is that all you can do my queen?"

Luna blushed in shock as Celestia stepped forward. "You forget my sister is not alone." Before she can say anything word the griffin laughed. After a moment she blinked in realization at the lack of shadow ponies before slowly turned her head to her sister as fear crossed her face seeing Luna in her Nightmare Moon regalia as the two shadow ponies bowed to her.

"Your choice princess. Prison, banishment, or escape." The griffin mocked. "Chose now before I let Nightmare Moon choose." Gritting her teeth Celestia turned to leave. "Oh. If you flee... I may have to pick one of your subjects for entertainment." He laughed causing Celestia to stop and bow her head in defeat. "Take her away."

Author's Note

After I finish with the final two EOH I might post some bonus chapters for the private time... or save it for later for some more kinky stuff. What do you think? Also. Yes. More of Equestria is falling. One location at a time.

Current areas that fell: in order
Changeling Hive
Appaloosa
Canterlot