The Stars

by The Music Man

Rating: everyone
Tags: Adventure, Applejack, Original Character, My Little Pony: Friendship is Magic, Alternate Universe
Length: 18474

Serene Radiance is a night pony. That's alright, until every other pony begins to fear the night.

Serene Radiance is a night pony. She sleeps all day, stays up all night, practically lives in the forest, and she even has a timber wolf for a friend! Every pony is fine with this, until wolves start attacking the town. Then, they all start itching for a scapegoat.

Published 2012-09-14 07:14:01 UTC
Last updated 2012-12-20 05:31:55 UTC

Dawn

The Stars

Ch. 1 Dawn

"Wake up, you good-for-nothing lay about!" a more yellow than orange pony with a leaf-green mane snapped through the door, "the Loggs’ house ain't gonna build itself, ya' know."

"Ugh, is this Daisy again?" the door replied, sounding as if it just had woken up.

"We should just leave her," Daisy's companion, Barbra, suggested. "Even when you do drag her out, she just messes everything up."

"I know, but I can't," Daisy said. "If she doesn't come to work, then I get demoted. Do you know how embarrassing it is to get demoted? In fact, if it wasn't for Serene, I would be the Assistant's assistant right now. I don't know why Cookie had to put that bum on my team."

"It's probably because of your great leadership skills," Barbra said, rolling her eyes.

"That is true, I am a pretty good leader an' all, but nothing I do will ever get that useless lay-about to work. Get up, you lazy old mare!"

"Go jump in a lake, Daisy," Serene replied.

"Grrr! Serene, if you don't get out here in three seconds, I'm busting down this door."

"Right, just try it," Serene challenged.

"One."

"Uh, Daisy," Barbra said, fiddling with the knob on the door.

"Two."

"Daisy." The latch clicked.

"Three." With all her might, Daisy bucked in the door. It let out a slam that rattled the old, boarded-up hovel Serene called home.

"The door was unlocked," Barbra flatpanned.

"Oh well. Serene, you better get out here or..." A low growl interrupted the mare. The ponies in the doorway ceased up. Two green lights floated in the darkness, and stared at the intruders.

"So, I see you've met Dusk," Serene said, as she approached the foreboding sound. "He's a timber wolf, you know. His kind rules the night, and for good reason, too. He's stronger than ten manticores, his bite can rip through trees like paper, and he can catch almost any creature in Equestria, including ponies. But you don't have to worry about him, though. He sleeps through the day, so he's not a threat to any pony. Oh wait, he's not asleep right now, is he?" He barked, unfreezing them, and sending them out screaming in terror. Dusk jumped for the door, eager for a good chase, but Serene closed it before the wolf could get through. Luckly, for the fillies, the hinges were still in tact.

"That ought to teach her to bust down my door," Serene assured herself. She chuckled a little. It was fun to scare ponies, especially Daisy. She turned away from the door, and looked at her dark shack. This place would have made a good home, but it was abandoned a long time ago. There wasn't much left in it, just a table with a few chairs and beds in the two bedrooms. At least, there used to be two beds; one of them had to be thrown out, it was getting too old and dusty. There was a lot of stuff getting old and dusty from disuse. Most of the cabinets in the kitchen were like this. Only a few them actually had something in them. You really don't need a lot when you live alone, or when you don't have many friends.

But it wasn't her fault that all of them slept when she was awake. Then again, she could actually try sleeping during the night, and going to work. Maybe then she'd make some friends, and she would also have more money to fix the place up, so they could come and visit. But that would mean she would have to ignore her special talent, and who she is. Was it worth sleeping through the day, just so she could study the beautiful night?

Dusk could see his master was doubting herself. She got in moods like this often, and he couldn't stand it. He walked up to here, and placed a paw on her back.

Looking up, Serene said, "You're not a scary wolf, are you?" She smiled, rubbed Dusk behind his ear, and then trotted off to bed.

The slits of light that peered through the boarded-up windows faded. It was the time they had been waiting for. Serene grabbed a saddle bag filled with peculiar items like mushrooms that sparkled, flowers that glowed, and a loaf of bread. She took a diary and quill that laid peacefully on the table, and stuffed them along with the other provisions. Dusk got up from his usual spot, well rested and ready to go. Serene pounded her hoof with a commanding air, and said, "Dusk, lick." Dusk quickly obeyed his master, and licked both of the mare's closed eyes. When they opened, they emitted a faint green glow.

Careful that no pony had been watching, Serene exited her house and headed toward the Everfree Forest; her loyal companion eagerly following her.

A little less than a mile from Serene's secluded shack was Foalshire. It was a prosperous town, especially after the creation of Equestria. The streets rested from the daily traffic of store keepers and patrons, while the houses slept through the night, concealing their masters in warm comfort. But peace would not remain.

A gust of wind twisted the head of a sleeping stallion, decorated in dull steel. The night guard snapped to attention. "Who goes there?" He turned his head about, trying to identify the source of the disturbance. When he saw nothing, he leaned against a wall, and continued his slumber.

Arooooooo!

***

Daisy Sure lived in Foalshire. Being the town's only contractor, she lived in the lap of luxury. Her small, two story mansion was adorned with only the finest upholstery, the most comfortable carpeting, and the most eloquent, hoof carved tables in all of Equestria. It wasn't just vanity that drove her fascination for furniture, but her dreams of becoming Chancellor of the Earth Ponies. She figured that a Chancellor would need the best when entertaining high society.

Daisy slept in a four post bed, elegant drapery adorning the fine workscoltship. Daisy stirred from her sleep. She stretched out her hooves and let out a quaint yawn, but something didn't feel right. She slowly looked up.

Bwak. "Ahhhh!" she screamed, and frantically waved the chicken out of her green mane. "What the..." She rubbed her eyes to check her vision, and she couldn't believe what she saw. A sea of white, clucking chickens loitered about the room. There were chickens acting as bed sheets, covering Daisy in a flurry of feathers, but it didn't stop there. Chickens were on the window cell, like a bunch of tacky knick-knacks. They lined the dresser, the night stand, and all of Daisy's beautiful gowns.

"Shoo, go away, GET OUT OF HERE!" she yelled. She chased them out of the couches and off the chairs. She whacked them off the tables and the comfortable carpeting. She gathered them into the entryway, and gave the pile of clucking feathers a tremendous shove. A wave of chickens formed, and burst through the fine, mahogany front door. After she kicked out the last pecking poultry, she discovered a horrible sight.

The benches surrounding town had been adorned with bite marks, carpets soaked with liquid hung out to dry, destroyed furniture was callously thrown outside ponies' doors, the walls of unfortunate buildings had been completely demolished, and then there was the chickens. They seemed to own the place. Flocks gathered under every tree, broods under every bench, which was still standing, and peeps after peeps of chicks ran after their mothers. The clucking and the bawkawing flooded the air with pestilent sound waves. Loose feathers seemed to cover every square inch of grass and dirt.

"Every pony, every pony please," Assistant Smart Cookie shouted over the crowd, standing at the half-chewed podium. "Now listen to me. The Chancellor an' I are gonna figure out what in tarnation's going on around here. Now, if ya' all could... com' on now just... if ya’ all would..." Every pony was still to engrossed in the happenings of last night, chatting on about how they lost a chair, or a lamp, or a wall. "EVERY PONY QUIET!" the Assistant shouted. The crowd fell silent, every pony eager to hear the Chancellor's Assistant had to say. "Now, I know you're all upset, but me an' the Chancellor are gonna figure this out. 'Til then, y'all need to calm down." She then left the crowd to their own devices.

"We're doomed," one pony commented.

***

Smart Cookie opened the door to town hall, and found that the chickens had not spared this place of government. Amidst the sounds the chickens had made, the Assistant added, "Chancellor? Chancellor Pudding Head?" In the center of the room, a pile of chickens began to sound up, and flap their wings. From the flock emerged a pink pony sporting a chicken on her head.

"There you are, Assistant Smart Cookie, I've been looking all over for you."

"In a pile of chickens, your chancellorship?" Cookie retorted.

"Yeah! You'd be amazed at all the things that can be done with chickens. I've got my chicken hat, chicken shirt, chicken pants, chicken pot pie (a chicken next to a pot next to a pie), chicken dance (trained chickens dancing a jig), and, finally, eggs." Pudding Head proudly showed her assistant the pile she had accumulated in her arms.

"That's great, Chancellor, but every pony's wonderin' what you're gonna do about these dog-gone attacks," said Cookie.

"Oh, tell them not to worry, I've already taken care of that."

Assistant Smart Cookie drew her head back in shock. Usually, the Chancellor let Cookie handle these matters. "Might I ask how, your Chancellorship?"

"Sure!" Pudding Head put on a big smile. Cookie waited for her response. There was a sort of awkward silence, as there had often been between her and the Chancellor. She was a weird one, indeed. The Chancellor was always being eccentric, and strange, and always making jokes. Cookie would always have to decipher the strangeness of Pudding's behavior. It annoyed her that Pudding Head could never be straight with her.

"How?" Cookie asked, finally figuring out the reason for the silence.

"Well, I've sent all the guards home to sleep, and had the bakers bake pies," the Chancellor replied.

"Pies, you're Chancellorship?"

"Blueberry pies," added Pudding Head, as she picked one up.

"Might I ask why?"

"Sure!" The Chancellor put on the same smile as before.

"Ugh, why?"

"Because they're sticky, stain-y, and..." she said as she took a bite, "... tasty!"

Even though she was weird, Chancellor Pudding Head always had a plan, it just took a little bit before Cookie could figure what it was. "Oh," she realized, "the guards are asleep so they can stay up all night an' guard the shire, an' the pies are fer stopping the intruders."

"Yep, you sure are one smart cookie, Smart Cookie," the Chancellor complimented, as she conga-lined with the chickens.

***

"Come on boy," called Serene. She was out for her usual night expedition. Her head crept smoothly out through the door frame. She looked left, and then right, noticing that the town was lit up. "That's weird," Serene said to herself, "usually every pony in Foalshire is asleep by know. You go on ahead into the forest, Dusk, I'll catch up with you later." Reluctantly, Dusk did as his master ordered.

Serene found the darkest alleyway to see what was going on. She didn't want any pony to see her out at night, it being unnatural for a pony to be up this late, except guards. Luckily, she could use her dark blue hide and deep purple mane to conceal herself in the shadows. She squinted her eyes to hide the green glow of the slobber sight Dusk had given her. Then, two guards, armed with baked goods, walked by. She followed them, using the dark points and the shadows cast by candles to keep her presence unknown.

"... and when I went downstairs, the throw pillow my sister made for me was torn apart," one guard said. "I have to admit, I've never really liked it."

"Not a big fan of your sister's taste in upholstery, are you?," the other replied.

"No. Aw-well, I guess one good thing came out of it, I get to have some better furniture around the house." Both ponies chuckled at the silver lining. Ponies and their furniture, something Serene never understood, mostly because she didn't have much in the way of it.

"So, who'd you think did all this vandalism?"

"Don't know, Russ. Aren't the Pegasi known for doing stuff like this to us Earth Ponies, you know, just to show us who's boss?"

"I've seen a lot of Pegasi pranks in my day, Buckler, and they're nothing like this," Russ corrected. "They usually hide things, replace the ink with the invisible type, soap our front door steps, stuff like that. And, besides, they're clumsy and loud, an' wouldn't be able to pull something this big without waking the whole town. This seems like something the Unicorns would do."

"Well, why would the Unicorns do it?" Buckler asked.

"This might be their idea of a prank, or to show their power, the snobs. They think that they can push us around with their magic just because we don't have any. Huh, I'd like to see them try an' grow a crop," retorted Russ.

"But I thought we were at peace now."

"Trust me, it will take more than changing the name of the land to bring 'peace' between the Three Tribes."

Serene got sick of the prejudice, and broke off from the guards. It was stupid how ponies would blame each other. It was always the pegisi's fault when some pony's flowers died of dehydration, or the unicorns' fault for not giving it enough sunlight. Even when the complaints were legitimate, they were still annoying. Serene turned around, when a gust of wind past by.

"Did you hear that?" Buckler said.

Alarmed, Serene headed for the hill overlooking Foalshire. The sound of hooves were following her. She glanced over her shoulder, but there was no pursuer, only the shire. Relieved that no pony was chasing her, Serene looked down at her home town, admiring the play between light and shadow. Foalshire was beautiful at night, and so peaceful, too. It was a shame no pony would ever see it.

She noticed something moving down there. In the shadows, was a mysterious creature. It looked like Dusk, but it was too far away to be sure. She could go down and check it out, but that would risk an encounter with the guards. Guards weren't too friendly around here, and besides, the hill was a better vantage point anyway.

"What do you think that is?" Buckler asked, twitching his ears.

"What?" Russ's hearing wasn't what it used to be.

"That sound," Buckler explained. There was a faint noise of something gnawing at a wood bench. "Here, let's check it out."

They drew closer to the sound. An outline appeared in the darkness, and, as the ponies crept in, green lights flickered in the distance.

"What is that thing?"

The lights took note of the whisper, and were now facing the two guards, stricken with fear. Buckler slowly reached to draw his pie, when the lights exploded. "Buckler!" shouted a doomed Russ as he was dragged off into the night.

"Rusty!" Buckler tried to pursue the assailant, but was intercepted by another set of lights. The lights crept in. Under a burning candle, they took form. It had a body of a wolf, made up of an abstract placement of twigs and branches. It's teeth were a single piece of timber, saliva lightly coating the set of daggers like a wood finish. A low rumble protruded from the thing's mouth, freezing the guard where he stood.

Ruff!

As if the beast said "run", the stallion bolted deeper into town, the wolf eagerly following after. The colt was at full gallop, rounding corners, jumping benches, all in hope of shaking his pursuer. Carefully, he grabbed a pie with his mouth, and let it loose over his shoulder. The wolf twitched its feet, and weaved clear of the projectile. Sweat ran down his face, his legs started to feel heavy, his eyes dreading the demise that was soon to come. In a last attempt to end this chase in his favor, he bit a pie from its holster, lifted it high in the air, and, using every muscle he could find in his neck, let loose the tasty spear.

Splat!

The pie hit the beast square in the face, causing the wooden wolf to come to a screeching halt while the stallion got away. The victor looked back to appreciate his work, relief and pride filled his chest. "Whew," he huffed, "That was-"

Wham!

The proud colt had struck a wall, leaving him sprawled all over the ground. His head pounded, his legs ached, his heart raced. Using what little strength he had left, he lifted his head. There it was. The fearsome creature with its blueberry stained face. Every feature of the animal's mug was revealed to the collapsed colt; its breath brushing his snout with the smell of sawdust and pine. The creature bore its teeth once more, the candle light played with its smooth saliva coat. Buckler tried to pick himself up, but the wolf stepped on his shoulder, pinning him to the ground. Trapped, his body let out a primeval scream. The wolf grinned, taking extreme satisfaction from the surrender of his prey, and let out a victorious howl. A blue glow poured through its lips, and then shined through every crack and crevice in the true victor's body. The light became brighter, until it turned into a spectacular blue flame, its brilliance seconded only by that of the sun. And, as soon as the fire lit, it vanished, taking the wolf with it.

Dumbfounded, the guard gathered himself, got up, and began walking.

"Russ, Russ!" he desperately cried. A fatigued Buckler heard a shiver from the alley way, the kind that made a pony's spine tingle. "Rusty?" Buckler peeked his head around the corner, and saw his poor compadre curled up on the ground shivering, and covered in a clear film.

"So... much... licking."

***

The feathers were gone, but a sea of sticks replaced them. Foalshire seemed to be flooded with parts from every type of tree in Equestria, each with its own hues, grains, and forms. Complaints were sounded from every corner of the small town, every pony shouting of the same atrocities that occurred the night before. Their murmurings and whining evolved into a ravenous crowd outside town hall. They were hungry for answers.

"Chancellor!" snapped Smart Cookie at a pile of sticks, one of many in town hall. Chancellor Pudding Head popped out of the pile of tree limbs, wearing a hat made of sticks.

"I never knew it would be so hard to keep up with the fashion around here. It seems-"

"Chancellor, this ain't no time for yer funny business," the Advisor interrupted, "Every pony in town is raving mad outsid' our very doorstep, an' here you are jus' foalin' around!" Pudding Head was taken completely off guard by her Assistance's impatience.

"Well, how'd it go?"

"With what!" Now Smart Cookie was livid. No pony could blame her, though. She lost her grandma's old teddy bear in the attacks.

"With the guards," Pudding Head said, shrinking away from the mad mare. Smart Cookie caught herself, took a deep breath, and calmed herself. Shouting at Pudding was not going to make anything better.

She proceeded with the report. "I won't sugar coat it er nothing; they were defeated eas'r than a two-legged dog at a horse race. Now look here, I know a pony..."

"I know a pony, too." A fall-yellow filly with a green main full of sticks barged into the hall. She was not happy. "Who, might you ask?" continued Daisy. "What kind of pony could have done such a thing? Well, I'll tell you what kind; it's that lazy, good-for-nothing Serene!"

"Whoa there, Daisy, we can't just have ponies comin' in here an' accusing each other , it's not civil."

"Why not? It makes things so much more interesting," corrected Chancellor Pudding Head.

Smart Cookie continued. "Do you have any evidence of her doin' any of these crimes?"

"Evidence!" Daisy exclaimed, "There is nothing but evidence against that dark glob. She never lifts a hoof to help any pony but herself. Not a week ago had I asked her to help us build an orphanage, and she told me to jump off a cliff."

Pudding gasped, "That's horrible."

I never knew we had an orphanage, the Advisor thought.

"And when I tried to insist, she threw a bucket of water at me and told me to chill out and get a life."

"That's awful."

Well, Daisy can be kinda pushy.

"And, when I asked her ever so politely to fix that mess of a home, she told me she would, as soon as I fixed that mess of a face," Daisy said with a small sob.

"She sounds horrible," the Chancellor decided.

"Look you can't go accusing people of crimes jus' 'cause you don't like 'em," informed the Assistant.

"Oh, that's just the tip of the iceberg," Daisy informed. "Sometimes, I see her sneaking out at night sometimes, and when I do, her eyes glow green."

"Hey, didn't one of the guards mention something about green, glowing eyes?" the Chancellor asked.

"See, see!" Daisy exclaimed, "and that's not the worst part. The worst part is that she keeps a ferocious beast named, named... Oh! It's just too terrible to say."

"What is it?" Pudding Head said, pulled in by this tragedy. Cookie couldn't believe that the Chancellor was actually being drawn in by this.

"It's Dusk," cried Daisy, turning on the water works. "It's the most terrible thing you've ever saw. It has these green-glowing eyes, a body made of sticks, teeth that could chop through trees in one bite, and a bark, a horrible bark that scares the living daylights out of ya!" the distressed mare orated. She berried her head in her hooves, bawling, while concealing a smile in the darkness she created.

"I guess we can go talk ta Serene. Maybe she knows something 'bout what's happenin' to Foalshire," Smart Cookie suggested.

"Talk to her!" Daisy exclaimed, "talk to that thing?"

"We have to, it's only fair," the Assistant reminded.

"Fair? This is no time for fair. Look at what she did to the town!" Daisy continued to cry. The leaders' attention turned to the windows surveying their poor city. Lines of carpets hung out, trying to dry from mysterious puddles that had found their way into homes, mountains of ruined furniture adorned every doorway, and the wooden parts of trees eclipsed the ground.

"Yeah, Daisy's right," the Chancellor affirmed, "We need to do something, not talk."

"Don't get ahead of yourself, Pudding. I know Serene an'..."

"You know that horrible beast?" Daisy shouted through her sobs. Both Daisy and the Chancellor stared at her.

"Well, uh, I've met her a couple o' times, an', like any pony, she can be reasoned with."

"You can't reason with her, she'll just send out her attack dog," Daisy accused. "She's-"

"I've made a decision," the Chancellor interjected, "We will see this Serene, and then I'll-"

"Throw her in the dungeon?" hoped Daisy.

"We don't have a dungeon," Cookie infromed.

Daisy tried again. "Put her in stocks?"

"We don't have stocks," the Advisor reminded.

"Banish her?"

"Banish her!" exclaimed the enthused Pudding Head. "Oh wait, I mean, I will make a smart and leader-ly like decision."

***

An ominous rasp played on the old door. "Open up, Serene," Daisy chanted.

"Go away, Daisy," the door responded.

"The Chancellor's here to see you," Daisy sung. Hoof steps emanated from the closed passageway. Clicks and clacks were heard between the door and its jam. It opened.

"What, Dais... oh." A shocked look ran over the night-blue mare's face. Serene thought Daisy was lying to try and get her out, but the presence of the town's leaders and half the town corrected that assumption.

"Um, if it's about me not working..."

"Serene Radiance," announced the Chancellor in her most chancellor-ly voice, "You have been accused of abiding and aiding the enemy."

“Wait, weren’t we sup-post to just talk to her?” Smart Cookie whispered to the Chancellor.

“I am,” the Chancellor replied.

"What?!" Serene exclaimed.

“She means...” the Assistant tried to explain.

"I know what she means," Serene snapped. "It just who, how... Daisy," Serene concluded, with a scowl and a stare at her prosecutor.

"How do you plead?" the Chancellor continued.

"Not Guilty. I would never do something so vile, not in all my life!"

The crowd began to sound. "Who is this pony?" some wondered. "I've never seen her around," others stated.

"Look, look!" Daisy ran into the shack, shoving Serene aside. "She's keeping one of the wolf things that's been attacking us, right in her very home!" Daisy pointed at a corner, but the boarded-up windows kept any light from revealing what she was pointing at. The crowd responded with murmured confusion.

"Hey, you can't just...," Serene protested.

Frustrated at the confusion, Daisy kick the lump. Immediately, two green-glowing eyes came into fruition, a set of daggers with a wood finish set into the mare's leg. The crowd gasped.

"I've seen those eyes," one shouted, "I saw them rip up my neighbor's home."

"Those are the same set of eyes that took my couch," another said.

"He almost took my best friend away from me," a voice familiar to Serene added.

The dog released his automatic grip. A wave of shame crushed the poor animal, and sent him cowering in the corner once comfortable.

"See, she's keeping those vicious things in her house," Daisy restated.

"But Dusk is not bad," Serene quietly protested.

"Did you see what it did to her leg?"

"And those eyes."

"Its a monster!"

"It doesn't belong here!"

"They both don't belong here!"

"Throw 'em in the dungeon!"

"Clap 'em in irons!"

"Banish the outsiders!"

"Banish the lovers of night!"

"Banish them!"

Soon the crowd was overtaken by the simple phrase, "Banish them". Serene always felt that she was strange, even unpopular. This bothered her, but the crowed shouting at her wasn't like feeling. It was different.

"Banish them," the crowd cried.

It was darker.

"Banish them," the crowd chanted.

Then it all stopped. The Chancellor had raised her hoof for silence.

"Serene Radiance, you are here by banished from Foalshire. May no pony show you kindness or friendship under penalty of law."

"Fine." Serene's voice cracked. "I never liked it here anyway." Serene's voice lied. "Come on, Dusk." Dusk crept back, deeper in the corner. He felt this before. He knew what was going to happen, and he didn't want it to happen. Then he looked at Serene.

"Com’on, Dusk." A voice commanded.

He knew he had to forget himself and remember his master. He knew something was wrong with her, and he would have to cure her. He grabbed a saddle bag off the table, and ran through the back door to avoid the crowd.

"Dusk..." a voice faded. She looked into the empty home. It now had only a few chairs and a bed. She ran.

"Serene, wait!" Smart Cookie beckoned, but it was too late. Serene was gone.

The Chancellor spoke. "Now, I want..."

"PUDDING HEAD, YOU IDIOT!" Cookie could hold it back no longer. "You just went an' banished the only hope we had! Serene was the only one who had any idea what..." Cookie stopped. The crowed stared.

"Why would you ever want that monster back? Unless you were friends with that thing," Daisy accused. Every pony gasped. Smart Cookie? The Chancellor's assistant, hand picked by the pony council to be second in command of the Earth Pony Tribe? Surely this was not her.

"Is this true, Smart Cookie?" Pudding Head asked.

"Yes, I am friends with Serene," she said, ashamed. "But she's not all bad, she's only a little grumpy when ya wake her from her nap, that's all. An' she knows a might bit about the night, too. I'm sure if we just apologi-"

"Apologize? Apologize for what?" Daisy got an evil plan in her head. "Apologize after she ruined our town?" With Serene gone, now she would be the greatest leader in all of Foalshire. "Apologize after she plagued us with those beasts." And with the Assistant's seat open... "Apologize after her little monster bit my hoof?"

"Well, you did-" Cookie almost rebutted.

"If any pony should apologize, it should be you, for ever being friends with that mare," commanded Daisy.

Cookie's heart raced. Confusion ruled her mind for a second, but then memories of the late night dinners, Dusk licking her hooves, and the talks Serene and Cookie shared rushed through her head. Even though Cookie had only known her for a while, she knew Serene wouldn't do any pony harm. She knew to apologize would be to betray this idea, to betray her friend. To apologize would be wrong. Smart Cookie stood tall.

"I won't. Serene's my friend; apologizin' fer that would be a down right lie."

"She's unrepentant!" Daisy said with a cheer, "She must be banished."

Every pony was conflicted. Banish the Assistant? The crowd murmured in confusion, with a sprinkle of amazement.

"I would never follow a pony that was friends with Serene." A colt pushed through the crowd. It was Buckler. "I was chased all over town by death itself. I saw my friend, the once proud Rusty Shield, reduced to a shaking lump because of Serene, and now, you won't even say that you don't like her?" He spat at her hooves. "Your not my leader. Banish her!"

The crowd took a mere second to judge, and gave the sentence.

"Death to the night," one cried.

"Get rid of the sympathizer of the dark," another added.

"Banish her."

It was the simple phrase that the crowd chanted. It was the simple phrase that the Chancellor had to follow. She raise a hoof.

"Assistant Smart Cookie, I banish you from Foalshire. May no pony show you any kindness or friendship under penalty of law."

She was shocked for a second, but then knew what she had done. She had stood up for Serene, and there is no shame in standing up for your friends. Cookie held her head high, and eyes fixed straight on the road ahead, proudly walk out.

"What do we do now?" the crowd wondered.

"Choose a new assistant," Pudding Head replied.

Special Thanks to my editors, WhatTheMoo and Rill, the artist that lives above my dorm, and my family (For putting up with my pony obsession).

Midday

Ch. 2 Midday

Serene ran.

They're not my friends, she thought.

They're not your friends, echoed her thoughts.

I never needed them, she thought.

They never needed you, echoed her thoughts. Her teeth clenched.

I don't want them, she thought.

They don't want you, echoed her thoughts. Her gut twisted.

The echoes resounded.

They never wanted you. The words stung. They never needed you. The words ripped. They're not your friends, they never were your friends. The words writhed. You don't have any friends. You don't have any pony. You are no pony. She couldn’t take it anymore.

She screamed.

"If they don't want me, fine! I don't care what happens to them. I don't care if the whole town gets demolished and they all freeze to death! I don't care if the wolves tear every last one of them limb from limb! I hate them. I hate all of them!"

They hate you. All of you.

She collapsed. She was breathing, hard. Her eyes welled up. It was too much. It was just too much. She couldn’t fight the truth. She couldn’t win.

They... hate... me.

Daisy yelled, “Why did you have to be on my team? You can’t do anything, you lazy-old useless-” Barbra told Daisy, “Let’s just leave her here.” The crowd glared at her. They closed in. They stabbed.

"She doesn’t belong here."

They never needed you.

"Banish the outsider."

They never wanted you.

"Banish the lover of the night"

They will never love you.

***

"Serene!" a voice called out.

Serene was too ensnared to listen.

The voice jostled her. "Come on, Serene, ya gotta snap outta it."

Serene recognized that drawl. She peered through her watery eyes and saw orange. "Cookie? You shouldn't be here," Serene eked, "You heard the Chancellor, just go."

"Well, I won't have to worry too much 'bout what the Chancellor says anymore," Cookie said.

"No, don't tell me-" Serene's tears stopped.

"Yeah, I'm kinda banished, too."

It wasn't enough for you to get banished, but you had to drag Cookie into this. Her thoughts began to overtake her again.

"Come on, Serene. I know it hurts, but cryin' yer eyeballs out ain't gonna help no pony," Cookie commanded.

"Yeah, your right," Serene said, but didn't do much about it.

"Look, if we're gonna survive in this gosh-forsaken wilderness, ya need to focus." Serene didn't react. "An' besides, it ain't all bad,” Cookie said, “We'll find a new place, we'll make a new home. Hay, it might even be better'n your old one."

"Okay." Serene wasn't paying any attention.

Ruff!

Dusk came running up to them, carrying a saddle bag in his mouth. He dropped it next to Serene. She just looked at the bag. Determined, Dusk began licking. Not even she could resist the happy licking of a wolf, and was soon up off the ground. His head darted back and forth: from her face, to the bag, and back again.

"Alright, I'll see what's in the bag," she half-heartedly stated. She rummaged through it, and found a book. It was her book, full of notes and pictures she drew herself. It was filled with all the wonderful creatures she knew, and had all the great things she found about the night. It was filled with her and Dusk. She smiled, and the terrible thoughts wained.

"See, even Dusk knows we'll be alright," Cookie said. Serene stroked her loyal companion, his coat still as soft as ever. Dusk gave her a big lick, telling her things would be alright. She looked in his eyes, and he smiled. The echoes vanished. The guilt ran away. She had a friend. She had someone who wanted her. She had Dusk.

Serene snapped the book shut. "Alright, if we are going to call this forest our home, we need to find shelter, and I've got just the place."

***

The three approached a cave that was carved into the base of a mountain. It had long stalactites, dripping with bone-chilling fluid, the stone floor looked colder than ice; the only light was that let in by the entrance. Cookie stopped at the opening of the foreboding entrapment, but Serene and Dusk waltzed right in. Dusk laid down, and Serene checked the stack of supplies. Seeing that they had no problem with the cave, Cookie reluctantly walked in. Once her eyes adjusted, she found that it wasn’t so bad. In fact, the floor was a little warmer than she imagined. She sat next to Dusk, and watched Serene take inventory.

"Huh, it has been a while since we've last been here," Serene said, as she kicked a shriveled-up pile. She grabbed some string. "Wait here with Dusk while I get some grass." With that, Serene left the two alone.

"I guess it's jus' you an' me, Dusk," Cookie said. Dusk picked up his head and barked in response.

She sighed. "I just don't get it, Dusk, why would Pudding Head banish us like that? I mean, I know she's quirky sometimes, an' even a little eccentric, but it jus' ain't like her to do something so... so... stupid." She stroked the wolf's coat, finding it surprisingly soft for it being made out of sticks. "Serene wasn't causing any pony trouble, an' I most certainly wasn't doing anything wrong being nice to her an' all."

“Owrono,” Dusk seemed to say.

"Wait, it wasn't the Chancellor who got us banished. It was that low-down, no-good, dirty-rotten, scheming Daisy that did it! If it weren't for that snake, none of us would be in this mess right now! But the Chancellor doesn't even like Daisy, let alone trust her. Why would she listen to a pony like that?"

"Rime 'rack," Serene announced, with a huge bundle of grass hanging from her mouth. "Rye-" She spat it out. "I brought back some hay grass to make our beds out of." Dusk leaped into the bundle, and began to roll in it. "Dusk can tell you how soft it is," Serene said. She shooed Dusk off, untied the bundle, and spread part of the grass out. "Well, I'm going to sleep. I still want to do my study of the night, and I need to be well rested when it comes around."

"That's right, ain't it." The few times Cookie did visit Serene, it had been filled with regaling tales of fireflies, foxes, flowers, and other strange things she had learned about the night before. "Alright then. Good, uh, night?"

"You can say good day." Serene smiled at the word play.

"Ok then, good day," Cookie corrected. Serene laid on the soft pile of grass, and Dusk joined her. They both found a comfortable spot, and closed their eyes, ready for a nice nap.

"Uh, Serene?" Cookie interrupted.

"Yes?" she responded.

"Do you got anything to eat in those supplies of yours? With all the hullabaloo that happened today, I missed breakfast."

"Well, the food I brought here last time has spoiled, so you can't eat that.” Serene thought for a minute. “Oh! In the back of the cave there are some glow-shrooms, you can have some of those. If you would, could you bring some? I missed breakfast, too."

"OK...Wait, what's a glow-shroom?" Cookie had the image of a glowing mushroom in her mind, but this was too outrageous; Serene must have been referring to something else.

"Ya'-know, a mushroom that glows, you find them in backs of caves, you eat them," Serene bluntly answered.

"An' you want me, to eat, a glowing mushroom," Cookie said. "Ya' know that glowing mushrooms arn't food, right?"

"Well, I've been eating them for a while now, so I don't see why there would be a problem with you having some,” Serene retorted.

"Do you have something more... normal?"

"Look," she snapped, "you can either go a few meters back to find food, or try your luck with the hodge-podge of poisonous plant that are outside this cave."

"Ok, ok," Cookie responded, "I'll get some glow-shroom thingies." Serene dropped her head back on the grass. Cookie turned toward the dark and ominous cave. It groaned at her. "Serene."

"What!?" If Cookie complains one more time about eating glow-shrooms, I’ll-.

"How am I suppose to see in the dark?"

"Oh," Serene said. "The mushrooms aren't too far back, but I can have Dusk lick your eyes, if you want to.” Dusk got up at the mention of his name, ready to lick.

"No, no, that's ok, I'll go get the mushrooms with my eyes dry." Cookie looked at the cave. It groaned again.

"Alright, Smart, you can do this," Cookie whispered, reassuring herself as she began her descent. But her reassurance quickly died when she could no longer see her own hoof in front of her face. Her trot became slower and slower, as she heard more groans and whispers echo throughout the cave. The floor grew cold. Something touched her. Cookie looked around, and saw nothing, nothing but darkness. Each step was became harder and harder to take. She almost stopped, when a faint glow appeared up ahead. Relieved to see light, Cookie ran toward it. Soon, she was surrounded by luminous-yellow mushrooms. They revealed most of the cave, which looked pretty much the same as before. But she was glad that she could see again.

Cookie picked a mushroom, and observed it carefully. "These must be the mushrooms Serene was talking about," She said to herself. It wasn't everyday that your food glowed at you, or was a mushroom. But her belly reminded her that it was food. Forced by need, she inched the fungus closer to her lips, and bit off a small piece of the strange, umbrella-like thing.

"Hmm, not bad," Cookie said to herself as the little morsel touched her tongue. It wasn't the best thing she tasted, but it was far from the worst. She tossed the rest of it in her mouth, chewed it quickly, and swallowed. The mushroom settled in her stomach like a thick, creamy stew.

"Not bad at all," she said, as her cheeks began to glow from its luminous element. She then tossed another mushroom, and another. The more she ate, the more they tasted like a thick, creamy stew. Cookie continued to toss the glow-shrooms in her mouth, until she could hardly stand to have any more. Satisfied, she laid down next to the delectable little glow-shrooms, with a distended luminous-yellow belly above her, and a glowing smile on her face. Her eyes began to close, when her mind interrupted.

"Oh, I need to pick some of these for Serene," she reminded herself. Cookie got up and picked a foreleg-full. As she walked back, she could almost hear the glow-shrooms saying, eat me, eat me.

***

"I'm back," Smart Cookie announced.

Serene looked up. "So, did you like them?" She already knew the answer from the glowing mare's body.

"They were surprisingly filling," Cookie remarked. "Here, I got-" She was interrupted by the discovery that the foreleg-ful of glow-shrooms had mysteriously disappeared. "Wait, I'm sure I had picked some for ya'."

"You ate them, didn't you?" Serene deadpanned.

"No, I- Well uh- No, but- uh... jus' one, or two." It at least seemed that way to Smart Cookie.

"Then where are they?" Serene asked. Cookie's stomach reminded her that it wasn't just one or two. A green glow filled the glutton's face.

"Oh," Cookie groaned, "I don't feel so good."

"Just- lie down on your bed until you feel better," Serene ordered.

"Okay," Cookie groaned, and promptly collapsed on the soft grass bed.

Serene sighed. She really didn't blame Cookie for eating all the mushrooms. In fact, this was probably how she was like when she ate too many glow-shrooms, except Dusk had to hide them all before she would stop eating them. There was definitely something about glow-shrooms that made them so addictive.

"Well, good day Cookie. I hope you get better."

"Oh, my gut," Cookie moaned, and pounded the ground. Serene went to her own bed. Soon, they were all fast asleep.

***

The night had come again, and Serene was ready for it. She had her saddle bag on her back, filled with the necessary equipment. As she was about to leave, Serene noticed that Cookie was still asleep.

I wonder if I should wake her up and ask her to come, Serene thought. But I don't think she wouldn't be interested in staying up all night. She was about to leave, when Dusk began to whine. He jerked his head toward Cookie. Then again, it would be rude to leave her here all alone, Serene thought, and walked over to wake the sleeping mare. She gently shook her.

"Yeah, Serene?" Cookie said.

"I was just gonna tell you that I'm going to leave now. If you want to come, I'm fine with it." She did want her to come.

"Ok." Cookie rolled over, and shut her eyes. Serene began to walk out. She wasn't surprised that Cookie would rather sleep alone in a dark cave in a mysterious enchanted forest all night than join her. After all, she was the reason that Cookie got banished.

However, Cookie was just a little too tired to understand the weight of the matter. She did not realize that she would be alone, in a dark cave, in a mysterious enchanted forest, all night where there were probably plenty of monsters who would- "Hay, wait up!" Cookie shouted.

"So, your coming?" Serene asked excitedly.

"Yeah, the thought of bein' alone in a dark cave in a mysterious enchanted forest all night didn't sound too smart to me. Hay, why are your eyes all..." Cookie gestured to her own eyes. She didn't want to say glow-y, thinking it might be rude.

"Glow-y?" Serene finished, "It's Dusk's slobber sight; it's what allows me to see at night without disturbing anything. Your probably going to need it if you're coming, some parts of the forest get pretty dark."

"Alright." She opened her eyes wide, ready to have them licked.

"You can close your eyes," Serene retorted. Cookie closed her eyes tight, ready to have them licked. "Dusk, lick," Serene commanded. Dusk eagerly approached the new patron, and licked her closed eyes.

She could feel the warm slobber on her eyelids. Then, the fluid penetrate it. The slobber enveloped her eyeballs in a thin, sticky film. When she opened them, everything was a lot greener, but at least she could see better than before. "Huh, never thought wolf slobber could do that," remarked Cookie.

"Yeah, it's quite useful to be able to see where you are," Serene stated. "So, lets get going?"

***

"Serene," Cookie nervously said.

"Yeah?" Serene was staring at some new flowers, making a sketch of them in her notebook.

"Do we have to worry about b-b-b-bears or anything?" Cookie stuttered.

"No." Serene now moved onto labeling some colors.

Cookie poked Serene. "What about cougars?"

"No," Serene replied without looking up. The shape of the closed buds were familiar, but the leaves indicated that they were a new species. She began to write The leaves are shaped like-

"Jaguars?"

Jaguars Wait, that wasn't right. She scratched out 'jaguars' and then responded to Cookie. "No." She continued on writing, going onto smell.

"Manticores?"

Manticores She looked over the sentence. The flower smells like a group of wild manticores. "No." No indeed. The flower smelled more like-

"Taraxippi?"

Tarazippie She noticed the word in her log, and groaned in frustration. "Ya' know Cookie, it's kind of hard to write with you talking. I would much- Wait, what's a Taraxippi?" Serene asked.

"It’s a ghost that eats the flesh off of ponies’ skins," explained Cookie, "are any of those out here?"

"Where would you-" Serene shook it off. "No, there are no bears, cougars, jaguars, manticores, or Tara-zippies, or whatever you call it, out here. Look, there is nothing you need to be afraid of." Then, they heard a gurgling growl. "Except that, RUN!"

The three dashed, running as fast as their legs would carry them. The trees whisked by, the wind whipped in their faces. Their hearts pumped hard, and their lungs even harder. Serene knew what she had to do. "Here, me an' Dusk will get it off your tail. Just keep running 'til you cross the river, we'll meet you there."

"What's chasing us?" Cookie desperately shouted, but before they could hear it, Serene and Dusk vanished into the forest. Cookie ran faster than she ever thought possible. Soon, the sounds of a running river filled the air with relief. Without hesitation, Cookie jumped in and swam across. She pulled herself up onto the opposing bank, sitting up to catch her breath. Relieved, she-

"BOO!"

"AHHHH!" Cookie threw her forelegs up, causing her to fall backward. She heard Serene laughing. "Not funny, Serene," scolded Cookie.

"Aw, lighten up. You were all so worried about being attacked or eaten or something, that the opportunity to scare you was just too hard to resist," Serene explained, while hanging upside-down on a low tree branch.

"But I really thought something was chasin' us,” she said.

"The only thing that was chasing us was your imagination," Serene stated as she put all four hooves back on the ground. She called Dusk out from his hiding spot. He was smiling from the jest.

"But what about the growling?" Cookie demanded.

"That was my stomach, I forgot to eat before we left," explained Serene. "Jeez, you should have seen the look on your face, it was priceless," she said, followed by more laughter.

"I really thought we were gonna be eaten, or worse!"

"Look," Serene said, more seriously, "out of all my nights out, nothing has ever chased, or eaten, me and Dusk."

"But how do ya know something ain't gonna try?" Cookie demanded.

"Because, one time I went into a cave with an Ursa Major, and all Dusk had to do was stare at it, and it cowered back like a scared little foal. I figure if he can do that with an Ursa Major, that any other animal would be no problem for him."

"So, we have nothing to fear?" Cookie asked.

"Nothing but Dusk." Serene smiled.

"And your stomach," Cookie cleverly remarked.

"Yeah, speaking of which, I need to get something to eat. I think there are some flowers over there somewhere. We can have them for our midnight meal. Come on."

"As long as you don't try an' scare me again," Cookie replied.

It wasn't long before the three found themselves in a small clearing, which was mostly grass, scattered trees, and a few, randomly-placed patches of flowers. Serene stuck her nose in the air and sniffed. "Over here," she announced, and went over to one of the patches. As they approached, the scent of honey filled the air. Then vanilla. Then almonds. Before long, each breath full of sweet smells.

Serene gestured toward the producers of such an illustrious smell, and stated, "These are Midnight Candies. They are easily distinguished from other flowers by their unique peddle shape and colors, their sweet smell, and unique taste." She ate a few. "Go ahead, try some, but not too much."

Cookie bowed her head, and took a deep breath. Every olfactory nerve in her nose fired satisfaction. She took a bite, and the satisfaction intensified ten fold. It was sweeter than anything she had ever tasted in her life! It was sweeter than cake, or apple pie, or anything. To top off this symphony of flavor, the flower melted into her saliva, coating the inside of her mouth with a sugary finale. Filled with delight, she found the best words to share her feelings of sheer bliss. "Mmmmm"

"Hey, look!" Serene pointed to a part of the night sky, where a blur flew past.

"What is it?" Cookie asked.

"It's Glide, you want to meet him?"

"Sure."

Serene started chattering like a squirrel, adding little hops here and there. Cookie looked at Serene. "Are you-"

Whap!

A small, furry cloth struck Cookie in the face.

"You really need to work on your landing, Glide," Serene said to the cloth. It jumped from Cookie's face to her nose, dizzy from the crash landing.

"What in the- It looks like a squirrel with...wings?" Cookie decided to use "wings" to reference the skin in between its arms and legs.

"Cookie, this is Glide, he's a flying squirrel. Glide, this is Cookie; she's one of those ponies that sleep during the night."

Glide jumped down and offered her a paw. "Pleasure ta meet cha', Glide," Cookie said, as she almost shook the poor creature's arm off.

"So Glide, want to show some of your new tricks to Cookie?" Serene challenged, and Glide accepted with a salute. He scurried across the ground, into the forest; a tree top shook, and from it, Glide dove. He quickly approached the ground. Cookie let out a gasp. At the last second, the creature opened its limbs wide, causing him to skim the top of the grass for a moment, and then swiftly returned into the air. He then performed a triple back flip with a self-righting corkscrew, which got him to the middle of a tree on the other side. He ran to the top, and jumped again. This time he held his arms open, causing him to parachute gently down to the ground. The smoothness of the decent was interrupted by a twist in his limbs, causing him to enter a violent spin, which he gracefully exited out of in a smooth glide.

"Wow, Glide's amazin'!" Cookie said in the middle of the performance. "That's-" But her comment was broken by a rock jumping up and down in Serene's hoof. Before Cookie could say anything else, Serene shot the rock at the squirrel. Glide dodged it, and it hit a shadow; an explosion of feathers filled the air, a terrible screech broke the silence.

It was an owl.

Glide dove for the nearest tree, hoping its would hide him from the assailant. But the owl noticed, and swiped at the tree, causing the branches to twist an fling about. Fearing the owl might catch him, Glide retreated down the trunk, and made a mad dash for Serene. The owl spotted him, and flew high into the air. The moon silhouetted its magnificent outline, and then it dove.

Glide could hear the wind whistle. He looked up. A blur came rushing toward him. He was dead, he knew it. The shadow of open wings covered him. He shouldn’t of performed tonight. A pair of talons hung over him. This was it, this was the-

RUFF!

Dusk halted the dive. He stood over Glide, protecting him from the owl. The pair stared at each other for a second, the will of hunger suspended in the air, and the bearer of power firmly on the ground. Knowing that power defeated hunger, the owl flew away.

Cookie's jaw was agape. "What just happened?"

"It was an owl," Serene said. "It tried to eat Glide. I had to stop it since I asked Glide for the performance." Glide appeared before the two mares, and took a bow.

Cookie lowered her head to match his eyes. "That was some mighty fine flying there, Glide. I much appreciate you giving us a good show." Glide blushed a bit, and let off some chatter and a bashful expression. Then he took one last bow and then ran off into the forest.

"He's gonna be alright in there, ain't he?" Cookie asked.

Serene replied, "Yeah, he'll be fine. It's just when he is doing his air shows that he is at his most vulnerable."

“Guess the night’s still dangerous then," Cookie automatically stated.

"Is the day any different?" rebutted Serene.

"Well..." Cookie wanted to say “yes”, but she wasn’t sure.

"Here, I'll show you the night, but you will have to trust me," Serene said.

"Alright, but what do you mean that I have ta trust-" Cookie was interrupted by Serene and Dusk's running away. "Hay, wait up!" Cookie chased after them.

Evening

Ch. 3 Evening

Cookie was getting tired of running. She called after them, but that only made them run faster. She was also tired of Serene not being straight with her. Soon, they disappeared. She was also getting really tired of being left on her own. Especially in the night.

What was Serene thinking, just leaving her out on her own? She should know of all the things that happen to ponies at night. Why would she just leave her out there?

It was getting harder to run.

She couldn't survive the night on her own.

It was getting harder to think.

The night wasn't survivable.

The night changed. The trees were in rows, and their brown trunks changed to grey. A thick, purple canopy covered the night sky. Grey fog had rolled in, blocking Cookie's vision, so she could only see a few feet in front of her. But none of them were tinted green, like everything else had been.

Cookie stopped. She felt her lungs huff and puff, but they made no sound. Things weren't right. She shouted, and nothing came out. That wasn't natural. There were no creatures in the brush, no wind playing with branches, no rustle of grass under her hoof. This was not Equestria. The fog crept closer. This was not real. The trees closed in on her. This was not even a place. Her muscles began to seize up. It was crushing her. She shook violently. It was going to eat her. She closed her eyes.

Trust me.

How could she? What should she? She didn't know what it meant. She didn't know where it came form. She didn't know where it was.

Trust me.

Everything was collapsing. Everything was suffocating. She couldn't trust everything. She couldn't trust anything. How couldn't she trust anything?

Trust me

The night. Memories of night flashed before her: Serene, Dusk, Glide.

Trust me

The night. She remembered eating too many glow-shrooms, but they kept her from starving. She remembered being mad at Serene, but laughing on the inside. She remembered the tasty flowers that coated her mouth with sweetness. She remembered Glide risking his life to entertain her.

Trust me

The night. She remembered how beautiful the night was.

Trust me

She remembered who showed it to her.

A paw picked her up from the belly, and from the belly pulled her out.

"Gu-hu," Cookie gasped. It felt as if she had been drowning, but in what? She looked around. There was no floor under her hooves, no trees surrounding her, and no fog. It was just all... black, yet it wasn't black. Black was suppose to be scary. This was warm, inviting, peaceful. Black was suppose to be treacherous. This was safe, friendly, kind. Black was suppose to be frightening. This was calm, relaxing, caring.

She spotted a small point in the distance, and walked to it. It quickly took form. The point was Dusk, or it looked like him. She wasn't sure if he was lying or standing; his legs were below his body, but they were laid out like he was sleeping. Cookie got closer, and discovered that another pair of legs hanging behind the wolf. They were dark blue, and separating them was a deep-purple tail. The tail turned over, and the legs pushed up over Dusk. Serene's head poked over the wolf's body, along with two fore-legs that hung over Dusk's back.

"Glad you could make it," Serene said. "I'm sorry that I had to run off like that, but it was the only way you could get here." Serene offered a hoof to the extremely confused Cookie. Without much thought, Cookie extended her own. As soon as Serene touched it, a weird sensation overtook Cookie: it felt as if she flipped over 270 degrees, and then softly landed on a new plain. She looked down, or what now was down, and could see the spot where she once stood.

"Here, lay down." Serene patted Dusk's belly. Finding that that was the first normal thing she could do here – wherever here was – she laid down.

As soon as Cookie's head touched the soft, warm sticks, the black was filled with light; light from an unfathomable amount of points. The points swirled, and exploded. They grew and they shrank. They moved, and they danced, and they played. There were colorful clouds, webs of light, and everything seemed to be just right. Words, there were none, for there were nothing of this kind, yet one thought prevailed, yet one thought filled her mind...

"...Those are the stars without the sky," Serene explained. "I don't know why I know that, it's just that I do. It's like a feeling you get in your gut, ya' know."

Cookie just let it all sink in. After all that happened, it was a relief. It was like a cool glass of water on a hot day, or a warm bath after being dipped in cold mud. It was the night. It was the night that Serene had wanted to show her, and had showed her. But this was more than she had shown her. Somehow, it felt like this was purer than the night she was in a few moments ago. It almost felt like it wasn't the night, rather, something else. "Where are we?" Cookie asked.

"We are in the Spider Tree Forest," Serene replied. "My father studied this place, and then taught me about it. He says that it is the medium for ponies to enter their own mind. Often, they get trapped in their own hopelessness, gripes, shortcomings, and fears without even knowing it. But if they have a good thought, they can see the beauty within themselves.

"They can also see the beauty of others. The Spider Trees allow ponies to connect with one another. This is hard to do because when one pony enters another pony's mind, they can enter in one of many parts of the other's mind. This is why I couldn't give you too much direction, because if I did, you might be trapped in the more logical parts of my brain. I already showed you that. I wanted you to see something more. I wanted you to see the night like I see it. I wanted you to see this."

"So, what part of your mind is this?" Cookie asked.

"I guess its my purpose," Serene said. "It's no surprise that the stars represent it. My father used to tell me that I'd stay up every night, just looking at the stars."

***

"She's out again."

"Oh, let her stay out, she's not doing anything wrong."

"She's a young foal; she needs her sleep. Besides, she should not be out at night."

"Oh, alright."

Earthly rolled out of bed, leaving his wife. He looked over at the two beds in the other corner of the small, one room cottage. One was filled, and the other empty. Walking past the make-shift dresser, Earthly went out into the warm summer night. He could see his little daughter sitting in the grass, starring at the night sky.

"Wat's dat?" she asked, her hoof pointing toward the night sky.

"Those are the stars," he informed her.

"I lof da stairs," the little filly tried to say. Earthly laughed a little, and then joined her observation. There the two were, sitting peacefully in the dangerous night. He picked her up and began pointing out all the constellations in the sky, which put his little foal to sleep. She was so cute when she slept, her little legs folded in, her warm breath that petted his arms, and her smooth fur that touched his course forelegs. This was his daughter, and all he could do was love her.

He kissed her. "Good night, Serene."

***

The two were out in the forest. "These are mushrooms." Earthly was giving a lecture to Serene. "Most mushrooms are poisonous, but some can be consumed with no ill effect. Learned that from some old books, and luckily I did. I had to use that little tidbit of information when I got lost in a cave. Have I ever told you about that, Serene?"

"Yes dad, a million times." It seemed like he had been repeating the same stuff for years now.

"Then I guess that would make you an expert on mushroom. Tell me, what is the difference between an edible, and an inedible mushroom?" Earthy asked.

"There is no constant way of identification, you just have to know," she answered. These quizzes were getting old, too. Earthly gave her one almost every day.

"Ok, what side of rocks do moss mostly grow on?"

"The north, because moss does not like direct sunlight," Serene answered. But they did help her memorize a lot of interesting thing.

"Now, what do you do if you see a hostile creature?"

"You stand your ground and make yourself look bigger," Serene automatically replied. She probably knew everything there is to know about the forest by now.

"And?"

"And make loud noises," she added. Well, not all at once.

"That's my girl."

***

The stars move in a constant pattern. This pattern may relate to the motion of Equestria, or to how the unicorns direct celestial bodies,she wrote.

Serene –the one most familiar to Cookie– was sitting out in a wide field, admiring the beautiful logic that governed the stars. This was one of the thing her father hadn't talked too much about, and she was eager to learn everything she could. There was something magical about them. It was almost like everything that mattered was under them. All the coolest animals she met were out when they were out, the most beautiful blooms would appear when they appeared, and the best things in the world came out when they came out. All the mysterious and wonderful things. She went back to writing.

Evidence that it is the motion of Equestria, rather than the motion of the stars, is seen by the pole star, which remains fixed through the night. The only way it can remain so is-

A whimper interrupted her writing. It was a loud whimper, which was an unusual sound. No creature she ever encountered let off a whimper like that. She went in to investigate.

It was a timber wolf. Her dad talked a little on the beast, telling her that they were dangerous creatures that terrified other living things. They were territorial, violent, and most dangerous in groups. She also knew that from first hand experience. But this one was alone.

She drew in closer, and the beast took notice. Its two glowing eyes beamed at Serene. It stood up, lowered its head, and started growling. Serene remembered what her father taught her. She stood up on her hind legs and shouted at the beast. But instead of scaring it off, it only seemed to attract it. Figures, this never seemed to work. Running wouldn't work, for every time she tried that, the wolves would end up chasing her. Then, a crazy thought came into mind: copy the beast. She put her hooves back on the ground, lowered her head, and growled back. The beast continued its approach, and she started her own. The two heads met, a spark, and then the creature surrendered. It turned away from Serene, and continued to whimper at the moon.

Serene could sense that something was wrong with the wolf, and for no reason at all, sat next to it.

"So, did you had a bad day?"

The wolf went from sitting to lying. Obviously, it was in pain.

"That bad, eh? So, where is your pack?"

He turned to her with a long face and wet eyes, then turned away. A lot of pain.

"So you don't have a pack, do you?"

He shifted his head, and whimpered louder. It was hard to imagine that something so fearsome could be in a state like this. In fact, out of all the creatures she had met in the forest, she never would have imagined a timber wolf crying. She couldn't stand it. Timber wolves were supposed to strong and fearless, but they were also supposed to be in packs. She had to do something.

"I could be your pack."

The wolf looked up, as if it understood her.

"Yeah." Her enthusiasm was building. "We could be a pack of two. We could explore the night together, with me as the guide, and you as the guardian. Picture it: me and my little wolf... Dusk!"

Dusk shot up, and barked with approval.

"We'll be the dynamic duo, the troublesome twosome, the knights of night."

Dusk was overtaken with excitement, and began licking Serene.

"Ok, ok," Serene said, as she pushed him off. "Now, just to get it past mom and dad."

***

She decided not to get him past mom and dad. Her mom would always go on about how the timber wolves always tried to destroy their house, and how she'd have to rebuild it every time. And her dad was not too fond of them either; no pony likes being chased clear across the forest just for being out too long.

Serene was able to hide Dusk, until the one night Dusk decided he didn't want to be hidden.

It was morning. Serene woke up, grabbed a piece of bread, and ate it for breakfast. Her parents were still asleep. She glanced around, noticing her chores: the water jugs needed to be refilled, the floor could use a moppin', the pots needed to be put back, Dusk was sleeping right at the foot of her bed, she would need to clean the fireplac- Dusk was at the foot of her bed! If her parents found that she was friends with a wolf, they'd probably have her collect all the cow manure for a month, with her bare hooves.

"Dusk, wake up, you need to go," she whispered, but he kept snoozing away. She shook him, causing him to turn over. He inhaled, and let out the loudest snort she'd heard in her life. It was so loud, that it rung in her ears. She snapped her head toward her parents' bed, imagining how shocked they'd look when they saw Dusk. But the pair just continued to sleep. Dusk was up now, smiling at his master. Of course, he didn't know how much trouble they would be in if her parents woke up. And of course, he didn't know how much trouble it would be to get him out of the house.

Ever since her parents decided the night was too dangerous for her to explore, they started taking some precautions: they tucked her in, kissed her good night, and set up all the pots, pans and silverware in stacks near the door, so it would almost be impossible for her to sneak out. Of course, she got used to weaving around the pot handles and stepping over the trip wire. Hopefully, Dusk would do the same.

"Come on," she beckoned Dusk. He looked at the clutter, and stepped back a little. "You can do it," she encouraged. He looked around, and then walked around the mess. Serene put her hoof in her face. "Why didn't I think of that?" She whispered. Ruff, agreed Dusk. Why hadn't she thought of that?

Serene quickly clammed shut the jaws of the impudent wolf. She turned around. Her parents were still sleeping. "Phew," she said, relieved.

Earthly's head shot up out of bed. "What's going on?" He looked around. "AHHHH! TIMBER WOLF!"

"No, wait, I can-" But before she could, Earthly snatched up a skillet, and gunned for the animal. Dusk panicked, and ran for the corner. Soon, the two chased each other all around the poor little cottage: knocking down the beds, breaking water jugs, and spreading the pots and pans all over the floor. Dusk ran across the room, and slid under the master bed. Earthly charged forward, but was stopped by his extremely grumpy wife.

"What in the name of all that is good and holy is going on around here!?" Shine saw all the cookware strewn about, and the two beds knocked over, and the destroyed water pots.

Earthy dropped the skillet. "It's a- I mean a- uh-" He had a hard time talking between his huffing and puffing.

"Serene?" Her mother glared at her.

"I was in the woods, not at night, but I found this- uh... dog, yeah, a dog, and he was all alone and sad, and I knew you and dad didn't like dogs, 'cause they aren't your favorite, especially dad, but I kept him outside and everything was fine, until he came in, and I woke him up, and-"

"A dog?" That was about the only part Shine caught from her daughter's well orated explanation. "What dog?"

Serene pointed under her mom's bed, and Dusk emerged.

"That's not a dog! Out, OUT!" She snatched the skillet and wound up for the blow. Dusk cringed, but felt nothing. Serene stood in front of him, arms spread wide, stopping her mother from doing anything to her loyal companion. Mother and daughter stared at one another, and the father spectating.

"Out, now," her mother ordered.

Serene went outside, and Dusk followed. She could hear the muffled shout, but they were in agreement. It wasn't too long until her parents were in the doorway.

"He needs to go," Shine ordered.

Serene stood firm. "No."

"What?" Shine was in shock; usually Serene was so obedient. Well, at least when they were awake.

"No, I'm not letting Dusk go."

"Serene," Earthy stated, "you need to listen to your mother. Dusk needs to go."

"No, Dusk is my friend, and I love him."

"Look Serene, Dusk is a heartless timber wolf," Earthly gravely stated. He rarely gravely stated anything. "Do you know what his kind do? They terrorize, just for fun. They chase animals until they nearly die from exhaustion. And, if an animal tries to resist, they attack. I know, I've been chased a few time. Do you know how frightening that is, Serene? To feel completely powerless, like-"

"How do you know, you've only been chased once!" Serene interjected.

"What did you say?" Usually, Serene never interrupted her father.

"You told me yourself. You've only been chased once," repeated Serene.

"Well once is enough to-"

"I've been chased seven times now." Serene stared right at them. Both of them were in shock. They thought she'd given that up by now.

"We told you not to go out into the night anymore," her mom disdained.

"Well I have, and you may not like it, but I do. In fact, I love it. I love how there is that subtle color change from the day, and that there are flowers that only bloom at night. I love how the owls swoop down to catch their pray. I love watching the bats when they first come out, and how there are so many of them, it blocks out the sky for a while. I love how the stars shine, and I love how the moon changes shape, and I love Dusk," Serene told. "You'd never know what it's like, Dad, you've just ignored it. And Mom doesn't even care."

"Serene Radiance, you hold your tongue, young filly." Her father stared straight into her eyes. "We told you the night was dangerous, yet you go out into it anyway. We told you that it was for your own safety, yet you do not even care to listen to us. We told you timber wolves were dangerous, yet you go off and make friends with one. That's it. We have been far too lenient. From now on, if I find you go out sneaking out at night, I'll... I'll... I'll chain you to the wall!"

"Serene." It was her mother's turn, and her words were no lighter than her husband's. "You get back inside and think about what you done. As for you." Her attention now was directed toward the wolf. "I don't want to see you in this house, or around this house, or anywhere near Serene, or so help me, I'll chop you up and use your remains for kindling!"

The pair had no choice but to listen to authority. Serene disappeared into the cottage, and Dusk into the woods.

***

It was late at night. A rope tied Serene to her bed post, but that wasn't going to keep her. She used a knife, which she snuck from dinner, to saw through the restraint. As she crossed the cottage, she looked kindly upon her parents. They were only trying to protect her, and do what was best for her, but she couldn't stand the idea of being trapped in the day. She grabbed her notebook, and opened the door. There was a figure in the darkness.

"Hey." It was her father.

"You can't stop me. I'm leaving, and-"

"I know, I know," Her father said calmly. "I always knew this day would come. You're old enough now, and you need to find your own way. I just couldn't bear to see another one of my daughters go without a proper good bye." Serene listened carefully. "You know, when I saw my first timber wolf, I could only think fear. I could only think of what it would do to me if it caught me. When it did catch me, I thought I was going to die, and leave behind my family. Luckily, timber wolves don't work that way.

"But when I saw Dusk, I knew there was something special about him. He wasn't frightening or menacing or scary at all. In fact, he actually looked kind of friendly." Earthly tilted his head. "Have you looked at your flank lately?"

Serene hadn't. She'd been so busy with things that she'd forgotten all about it. It used to be a big deal to her, but ever since she started studying the night, the thought of a cutie mark just faded. She curled her head about, and found three stars on her flank.

"The first thing you've ever told me was that you loved the stars," Earthly stated. "I guess we couldn't stop that. You were meant for the night, Serene, more than we would like to admit it. We can't keep you here forever, that would be selfish of us. You need to go out there and live the way you were meant to live. You need to meet other ponies, and have adventures. Even though we want you to be safe, we need to let you be you. It's just... I just wanted to say-"

Serene hugged her father. "Thanks, Dad."

He smiled, looking at his little girl's beautiful gold eyes. "I love you, Serene. Now go. You need to find your own path, just like your mother and me."

"Will mom be alright?" Serene asked.

"She'll be fine. She always knew this day would come. In fact, she wanted me to say the good bye for both of us. Your mom was never one for goodbyes—that's probably why were still married." Earthy chuckled a little. "You just go. It will be you and Dusk from now on. Be strong, Serene."

"I will."

***

"Wow, that's quite the life story ya' got there, Serene." Cookie was unsure if she heard it or saw it.

"Yeah, I thought you should know, us being banished an' all."

"So, how did you come to Foalshire?" Cookie asked.

Serene shrugged. "I just found it. Actually, I found the abandoned shack before I found Foalshire. Besides, I have never been around other ponies before, so I thought it would be a good experience."

"Glad I got you that job then, right?"

Serene's face dimmed a little, along with the stars.

"Something wrong, sugarcube?"

"I don't know. I appreciate you getting me the job, but its just... Every time I go to work, Daisy is always shouting at me."

"Well, Daisy isn't the nicest pony," Cookie reminded her.

"Yeah, but it's not just her. Every pony looks at me funny, and it makes me feel funny. It makes me feel like I shouldn't be there. I guess it's because I love the night, when no pony else does. I see the night as a great, unexplored land filled with plants and animals that you just don't see during the day. Every pony else just hides from it because they fear it. And maybe, they see me as a part of the night. But they don't fear me, they just... I don't know. I'm a freak. That's probably why they hate me."

"I don't hate ya Serene," Cookie said. Dusk put his paw on her hoof. "And Dusk likes ya plenty."

"Yeah, I guess so." Serene smiled at her little wolf, and he smiled back.

"You really like Dusk, don't you." Cookie was more observing than asking.

"Well, for the longest time, it felt like Dusk was my only friend. My only best friend. He's the one always cheering me up, he's the one always protecting me, and he's the one who seems to really care for me. It's weird having a wolf for a friend, but he understands me, even loves me. Ever since I met him, it has always felt that way. Just me and Dusk against the world." Serene let out a little sigh, and turned her head back toward the sky.

The three gazed up at the stars for a while. Cookie never would have thought Serene was so complex. When Cookie first noticed her, it seemed that she would only needed a little help making friends, being new and all—that was why Cookie had visited Serene in the first place. But she already had a friend. In fact, a very good friend. Maybe even one of the greatest friends in all of Equestria. Yet, something was missing. It just didn't make any sense.

Serene stood up. "Cookie."

"Yeah, Serene?"

"We better get going. It's gonna be morning soon."

"Alright, but how do we get outa here?"

"You kinda have to just will yourself back to reality. Just think of the cave and we'll be back in no time." The three closed their eyes, and imagined the cave. Before they knew it, they were back in no time.

"Quod erat cerritulus," Cookie said.

"Ruff, Ruff, Yip!" Serene agreed.

"Actually, Serene, the phrase is 'ruff, yip, ruff'," corrected Dusk.

"Wait, what just happened?" Cookie had the taste of Latin in her mouth.

"Oh, that happens every time you leave the Spider Forest," Serene explained.

"Thank goodness we found you."

Dusk

Ch. 4 Dusk

Cookie turned around. "Barbra, what are you doin' here?"

"Did you find her?"

"Buckler? How'd ya find us all the way out here in the middle of nowhere?" Cookie asked.

"I used to track down stray cows and chickens before I became a guard," Buckler answered, shining a hoof across his chest.

"Cookie you have to come back," Barbra said, distressed. "The town's completely ruined! Any house within a few yards of the tree line is completely demolished, the wolves are starting to chase ponies out of their homes at night, and Daisy is doing nothing about it."

"Actually, she is having us build that useless fence and plan a shrine for her," Buckler retorted. "Oh, and-"

"Wait just a minute," interrupted Cookie, "what does Daisy have to do with anything? She's just the building contractor the Chancellor keeps hiring only 'cause there's no one else in town to do her job. How could Daisy be having ya'all do anything?"

"After you left, the Chancellor made Daisy the new assistant. Then she went to go get help from the other tribes, leaving Daisy as the de facto leader," Barbra informed.

"She did what!?" Cookie half-yelled. "She should know better 'an to put Daisy in charge, she's about the worst that can come around! She's meaner than a bull being spurred in a rodeo. Out of all the things the Chancellor has done, that has got to be the most dumbest thing she's ever... I mean... UGH, if I weren't banished, I'd give her a piece of my mind right about now."

"And worst of all, she's doing nothing about the Rusty Madness," Buckler added.

"The what now?" Cookie asked.

"When I was out guarding with Rusty, we were separated by a pair of wolves," Buckler said. "After I chased off one of the beasts, I went to look for my partner. He was in an alley shaking, pale, and narrow-eyed; it was as if he saw death itself. Now we have five more cases, and Daisy hasn't even sent a courier to any of the doctors in Unicornia. You just gotta come back Cookie, we're doomed without you."

"Wait, weren't you the pony who suggested that I be banished?" Cookie accused.

His throat went dry and his stomach churned. The spit in his mouth mocked him. The condemning words he uttered echoed through his mind: "You're not my leader, banish her!" His eyes darted, looking for an explanation, an excuse, anything, but he couldn't find one. He stepped back. If she didn't come back it would be his fault; he would be the reason the town fell to the foul beasts. Foalshire's demise would forever be on his shoulders. He fell to her hooves.

"I'm sorry," Buckler finally said, "I don't know why I did it. It's just I... I was... it’s just when I saw what those things did to Rusty, and what Serene did, and what Daisy said... I'm sorry!" He earnestly looked up at her. "Please Cookie, the town needs you, we need you, I need you. You have to come back, please!"

"But I can't, I'm banished from Foalshire, remember?" Cookie said, hanging her head.

Barbra pounded her hoof. "Cookie, if you don't come back, there might not be a Foalshire to be banished from. The Chancellor has left us, Daisy is useless, and the wolves' attacks are getting worse every night. Everypony wants you back, Cookie. We need you, Cookie."

Cookie looked back at Serene. She was hidden amongst the rocks and pointed boulders littered across the back of the cave, sorting out the spoiled food from the slightly spoiled food, taking no interest in the conversation.

Cookie turned back and faced Barbra. "Alright Barbra Wire, I'll come back, but on one condition."

"Anything," the two said together.

"Serene and Dusk come back with me."

Barbra cocked an eyebrow. "Why would you want her back? Everypony in town thinks she's the one who caused it all. And besides, we were sent to get you, not her."

Cookie looked back. Serene and Dusk were paying attention now.

"If they don't come back with me, then I might as well not come back at all."

***

"I don't care what you think! If I say we are building a wall, then we are building a wall!" Daisy yelled at the crowd.

"But the wall's not working," one pony said.

Daisy turned an scolding eye at the pony. She marched right up to him, jouncing his chest with an iron hoof. "Well, are you the leader? Did the Chancellor pick you to make the decisions? Are you the Chancellor's assistant?"

One last shove butted him against a wall. "N-n-n-n-no," the pony shuttered.

"Then get back to work, you useless worm!" she shouted, "Unless you want to join Cookie in her-"

"Hey everypony, Cookie's back!" one pony interrupted, pointing off into the distance. Hoping the exclamation was not the mistake of faulty eyes, every head turned to look where his hoof directed. There they saw an orange pony dressed in a earth-colored hat with a simple white feather sticking from its brim. There was no doubt that Cookie had returned. The crowd turned and congregated around the old assistant, but before anypony could speak, Daisy shoved her way through and confronted the new center of attention.

"What are you doing here? You're banished, now leave before I tell the guards to drag your sorry hide out of here."

"Well, I would, but they did say please." Cookie gestured back to Buckler and Barbra. "An' I can see why. I suppose those piles right there used to be houses," Cookie said, “and from what Buckler and Barbra told me, I also suppose you haven’t been doing to much about it.”

"I don’t give a snake’s tale about what you suppose," Daisy hissed. "You're not the assistant anymore, I am! Pudding Head banished you and put me in charge. Pudding Head knew I was more capable of leading than you ever were. Pudding Head finally saw what a wretch you were and decided to replace you with somepony more suited to handle the challenges of leadership."

“Now let me tell you something about Pudding Head, sugar cube,” Cookie stated, hoof in Daisy’s chest and a glower on her face, “she don’t like you, and why she’d ever put you in charge of anything besides a mouse eatin’ cheese is beyond me. But all I know is you’re 'leadership' is costin’ the livelihoods of these here good folks, an’ I intend to put a stop to that, no matter what Pudding Head-”

"Did somepony say my name?" The Chancellor emerged from the crowd, jubilant as ever. "'Cause I loooove hearing my name."

"Oh!" Daisy said, surprised at the Chancellor's quick return. She glanced at the pile of beams and plaster that used to be houses, and the other structures down the lane that soon would join it. They weren’t there when the Chancellor left. "W-w-what are you doing back so soon? Were you able to get the other tribes' help?"

"Well, there were some tincy-wincy problems with that," the Chancellor replied. "I couldn't ask the pegasi for help because there is no way I could get to their front door, it being on a cloud and all. And when I went to the unicorns, there was this really mean guard wouldn't let me into Princess Platinum's castle, so I gave him the time-honored, Earth Pony remember-your-manners gesture."

"You pied him in the face, didn't you?" Cookie flatpanned.

"Yeah, and would you believe it, he got so mad that he teleported me right back here. Well, not exactly here, but a few miles from here where I had to walk past a sea serpent, a manticore, a rickety bridge, and then I saw the crowd, and Daisy was shouting at every pony, and-"

"Alright, I think we get it your Chancellorship," Cookie interrupted.

"And by the way, I'm firing you, Daisy, and putting Cookie back as my assistant," Pudding Head said.

"Wait, what!?" Daisy said.

"I'm firing you and putting Cookie back in charge," the Chancellor repeated. Everypony cheered at this statement. Everypony except Daisy.

"You can't just fire me and put Cookie back in charge," Daisy said. "I mean, why would you put her back in charge? You banished her."

"I only banished her because everypony was like 'banish her, banish her.’ I couldn’t go against the will of the whole entire town, or else I would be a dictator-y dictator-person, and no pony wants that," the Chancellor said. "And besides, look what you did."

"Yeah, about that," Daisy said, scratching the back of her head. "I-" Before Daisy could continue, Pudding Head pulled out a sandwich. She then peeled it open and put the contents of the sandwich up to Daisy’s eye-level.

"Why the hay are you showing me your lunch?" Daisy asked, not amused by the incoherent act.

"There's no horseradish," Pudding Head said, pointing into the sandwich. "When Cookie was my assistant, she'd always make sure there was more horseradish than sandwich. It always gave it that special kick. I just can't have an assistant that forgets the essentials of a good sandwich; that’s one of the reasons I have an assistant in the first place. I'm sorry Daisy, but I have to let you go."

"That’s the stupidest reason I’ve ever heard for firing somepony!" Daisy shouted, having lost all tact. "You can’t just fire me because I forgot to put a condiment on your daffodil and cucumber sandwich. This is exactly the reason the town’s up in smoke, this is why everything is out of sorts, this is why I should be Chancellor instead of that custard-filled tart! Now, who’s with me?”

Instead of sympathy, Daisy only found ponies staring at the ground, scratching their napes with their hooves, and faces more blank than an newborn colt’s flank. Disheartened by the turn of events, Daisy lolled her head in shame and, out of energy from feigning leadership, backed into the crowd, submitting defeat.

"Cookie," the Chancellor stated.

"Yes, your Chancellorship." Cookie was delighted to say that.

"Get me some horseradish, please."

Cookie reached into the her hat and took out a jar of horseradish.

"Thank you, Smart Cookie." Pudding Head grabbed it and shook out the contents of the jar onto the sandwich. Then ate it.

"So, do you know what to do about the attacks?" Assistant Smart Cookie asked.

"Nope, but I'm pretty sure you know what to do about them," the Chancellor said with a wink.

Cookie had to step back at that. It was almost as if she knew that her good-old assistant would come back with a solution to save the town. Cookie couldn't put this level of thinking past the Chancellor; in fact, it made sense to put Daisy in charge for a while. The Council had wanted to replace Pudding Head for some time, and they were thinking of replacing her with Daisy. Since everypony got to see Daisy rule, the Council would never do that now.

Cookie snapped back out of her thoughts, and called to Serene and Dusk.

"Hey, that's the pony that started this whole thing," somepony in the crowd hissed. "What's she doing here? She's just going to cause more trouble."

"I don't know who in the Sam-heck's idea that was, but it is completely and totally untrue," Cookie responded. "Serene would never do something like that. I know her, an' she may be rough around the edges, but she's one of the most nicest ponies I've ever had the pleasure of becoming acquainted with. Besides, she knows more about the night than any astronomer in Unicornia. Right now, she's our only hope. She's the only chance we have against these dog-gone wolves. If you don't let her back in, then you might as well banish me again."

The crowd whispered to one another. They wanted Cookie back, but not Serene. Cookie did say, however, that Serene didn't cause all of this, and she may be able to fix it. Soon, the whispers turned into a general agreement.

"Alright-y Serene, you're un-banished, and your wolf friend too," the Chancellor declared. "So, what is the plan to stop the mean wolves?"

All eyes were on Serene now. They depended on her, but she had no idea what to do. Dusk was the only wolf she had ever successfully dealt with. The rest of the time she had encountered wolves, all she could do was run and hopefully find some place to hide. There was no way the whole town could do that, not every night. She turned to Dusk, and then an idea popped in her head.

"I know what to do," Serene stated.

~~~

King Canis stepped outside. The summer wind blew through his stick-ly composure, wrapping every stem in familiar warmth. He took a deep breath. Fear. It's scent filled the air, and almost every corner of the Everfree Forest. The smell was so tantalizing that King Canis shivered with anticipation. Fear. Timber wolves fed off the fear of animals. They needed to, or else they would wither away into oblivion. And now, there was more fear than there had ever been in all his years. Especially since they found the ponies.

King Canis looked up into the night sky. The moon was hidden from all. Perfect: no light means more fear. King Canis stood up straight, filled his lungs, pursed his lips...

Aroooooo

It wasn't his howl. It was the howl of another, from within their territory. Worse, it came from the land of the ponies. Some other pack was challenging them for it. They wanted their territory; they wanted their fear. They would soon be reprimanded for such a brazen act. King Canis howled in reply, and dashed for the land of the ponies.

The trees whisked by, clearings came and passed, and the wolves in his pack soon joined him. The rules of engagement rushed in his head. He would step out and wait for their leader to step out. They were to engage, but not in physical combat, rather they would butt heads and draw upon each other's memories. They would torture one another with their own insecurities, darkest moments, and greatest fears. The first to break, by either being too weak to continue or by attacking the other, would lose. King Canis never fatigued, nor fell to violence. He never lost, not to any wolf, and this battle would be no different.

The trees peeled away, revealing the line of the challenging tribe. This tribe was different: they were short, their eyes glowed weakly, and it looked as if they were plagued with mange. Except for one, and that one looked like the runt he banished many months ago.

King Canis stepped forward, expecting the runt to challenge him. But to his surprise, the shortest of the line came out, and he was able to see why they all looked so sickly: they were the ponies that his tribe has been feeding off of. King Canis glanced at the real wolf. He would have to be punished for helping them with their disguise, but after the battle. King Canis wanted to show these foolish creatures what happens when they imitated the high exalted being that is wolf.

He began moving in a circle, and she imitated. She would be no match for his prowess. The rest of the ponies watch in reverenced silence, along with the wolves. He stared at her blankly, and she returned with her own stare. He could see it in her eyes. This battle wouldn't take long. He stopped, and she did as well. He leapt. Their heads connected, and so did their minds.

He pushed at her mental barrier, and it fell over like a rotted tree. In her mind swirled around all of her thoughts, memories, and emotions. King Canis had much experience in manipulating these things. He grabbed a more tender memory.

The mare kicked her door open, and threw a bag in the corner, with so much force it battered the wall like a drum. King Canis could feel her hurt, something he would use. The memory played on. She kicked a chair over, and hurled a plate across the room. Then, she collapsed. She started to cry: a weak thing to do. King Canis could have intruded right there, made the memory worse, but he waited for it to further ripen.

The runt emerged out of the hallway. He slowly walked over to the distraught mare, and... and... comforted her. He let her cry on his shoulder; he allowed her to put her arms around him. King Canis wanted to vomit. It was revolting to see a wolf have connected with its prey. But he had to remain focused; he had to defeat her.

He decided to start manipulating the memory. He made the runt disappear by dissolving him into a pile of sticks. Now she looked concerned. She twisted her head around, wondering what was happening. King Canis smirked at this. He dissolved the surroundings, and started to speak:

"Where is he now?"

"What– what's happening?" she asked.

"Where is he now, Serene?"

"Wait, who's saying that?" She looked frightened. She stepped back in the plain white abyss that surrounded her.

"He's gone, Serene. He can't protect you, Serene." King Canis made his voice echo. Oh, how scared she looked. Her body began to leak fear; fear that King Canis snacked on. The fear was sweet and fresh, he could just go on like this all night. And he did.

"He doesn't need you anymore, Serene," King Canis echoed, using some words that floated around in her head. "He doesn't want you anymore."

"Sh-shut up," she stuttered.

"That coat looks so tasty, Serene, mind if I have a bite?"

"J-just go away, leave me alone." She frantically spun around, trying to find the source of the voice, but King Canis was too good at the game to be found that easily.

"He doesn't need you anymore." "Oh, but it looks so tasty, Serene." "You’re useless." "I promise it won't hurt." "He never wanted you." "You just mess up everything anyways." "He doesn't care for you." "Just one bite."

King Canis echoed those words in her head. He took delight in making her squirm, making her curl up like a dying spider. He revealed himself to her. "Just one bite, Serene," he said, building a savage tone. "It won't hurt ONE BIT!" He leapt at her, and fear flooded from her pores. She had to be on her knees right now, she had to be on the ground.

He opened his eyes to get a good look at her. She gritted her teeth, and her knees buckled. Any memory could break her now; just one small blow would beat her down. But King Canis didn't want to just simply defeat her. He wanted to crush her, decimate her, make her an example to anything that dared challenge him.

He dug into the recesses of her mind. Hate, fear, sadness, hopelessness, apprehension, and a flurry of other emotions flew past him. But none were good enough, none would provide a satisfying end.

Then he found a dark essence. It was an orb that floated in the deepest recesses of her being. A radiance emanated from it, black as the pure night. King Canis perused around the orb. He had never seen anything like this, not in any other wolf he fought, but he could feel the burden it caused her. It weighed upon her as if it were the very earth they stood upon. All he needed to do was bring it forth, and it would completely destroy her. He grabbed it, but it turned white.

The orb zapped King Canis out of her mind. The force of the blow knocked him off his feet, and caused his body to skid across the ground. Determined, he got back up and rubbed the dirt out of his eyes. By the time he opened them, the mare was mere inches from his skull.

The tribe stood before him. His belly was thin because of the defeat they suffered that night. He remembered staring at their old king like this. He promised them plenty, but gave nothing. He promised them he would find fear, something more filling than scaring small animals. This is why Canis overthrew him, but now, he sat in the king's seat.

The tribe glowered at him. They whispered plans of rebellion, of his downfall. He tried to remind them of the plenty they were having, of how fear abounded, and how every wolf was full. They faded away.

King Canis drew a sigh of relief. The haunting memories receded back into his mind. A relaxing black surrounded him. He pondered upon the battle with the pony. He broke. He attacked the pony. He lost. He was no longer king.

Wait, they weren't his memories; the little scrap of fear had placed them there. She was the one causing all this to happen.

"Oh, don't like it?"

"Who's there?" Canis demanded. It was a stupid question: he knew full on who was there.

"They’re starving, King. They want fear, King."

"I know who you are," Canis growled.

"King Canis wanted all the fear; It's just too bad he's just too queer" the voice sang.

"That won't work on me," Canis lied. It was tearing at his insides. Fear was just as important as food was to any animal. If he didn't find any, he risked being dethroned, or worse.

"That won't work on me," the voice mocked. "I'm mighty King Canis and it won't work on me. I stand a foot and a half above my opponent and it won't work on me. I am the king of all the wolves and it won't work on me."

The words struck at his ears like bees at their foe. For some reason, they had power. For some reason, they had a might greater than he. "I know the tricks you're using, and they won't work," he struggled to whisper.

"They need fear, King. They are about to wither, King. Should they replace you, King?" "Now for fear he must fight; And trade that fear for his life." "I know all the tricks, and it won't work on me. I am a high and exalted wolf, and that won't work on me. I am the king of fear, and it won't work on me." "Their coming closer, King. Watch out, King. They're hungry, King." "If he has no fear, he will fret; because he will face a painful death."

He stared at the roof of his cave. Two paws weighed heavy on his chest. They walked up. His sight was filled with his own face, which made him realized where he was. This was where he took the throne; this was where he destroyed the last of the old court's advisors, and he was the last advisor. He saw a smirk on his own face, looking down upon him. He remembered that smirk. It was the one he gave, right before he went and drained the essence of the last advisor; the advisor he hated the most. The advisor he caused the most pain.

He struggled to free himself, flailing his limbs, hoping to catch something. King Canis scoffed at such a futile attempt, and raised his head. Tears streamed down his eyes, begging himself to stop, but the tears fell upon deaf ears. He could feel King Canis gather his energies, concentrated on the sharp points of his teeth. The teeth slowly approached his neck. He shook his head, but to no avail. There was nothing he could do to stop King Canis from draining him, from draining himself. The teeth latched on, shredding the life from every stick in his form, drawing it into each sharp point in King Canis's jaw. He felt his spirit being reluctantly torn from every part of his body. It felt much like being skinned alive.

King Canis let a whimper seethe through his lips. Wolves can’t scream because of the shape of their throats, so anytime fear overcame them, it manifested itself as airy and whiny gasps. It was the same sound as any cornered mouse or rabbit.

He forced so many other to make this ghastly sound, but was arbitrarily deaf to their cries.Now, he heard them. He remembered those he drained, some were his friends once. His friends. But he had to do it, the tribe starved because of them, he did it for the tribe. The tribe would have fell if he didn’t do it. He didn’t regret it. In that moment, however, there was no justification that could stop his writhing.

King Canis struggled to open his eyes. He could not longer take the attacks, and needed to return his attention to the real world. The first thing he saw was her eyes. Her eyes shone white and burned through his own. They blinded him. He broke contact with his opponent, for it caused him too much pain. They drew all the things he had done, he might have done, he might do. The screams of the dead tortured him. The victory of his enemies ripped at him. His downfall was ineffable.

Canis reared back, stumbling paw over paw. His head filled with a thousand things, and a thousand things pulled on his head. Everything turned into dark swirls, and in the center of it all he saw a form, a form with white, piercing eyes. It was those eyes that caused him this agony. It was those eyes that caused him this pain. He must stop those eyes, for if he didn't, they would drain him. They would conquer him. He couldn't be conquered. He leapt, mouth open wide.

Time slowed, and everything became clear. He looked up, and the mare he assaulted was no longer a mare, but a black shadow with the horn of a unicorn and the wings of a pegasus. Its mane, full of the serene stars that were beholden to the endless night sky, flowed as if the lightest wind could lift it. Its eyes glowed white. Both its hooves hung in the air, with enough power to transform mountains into gravel, and his head hung under them.

Crack!

Serene stood atop the wolf. She wasn't sure, but it felt like she won. It was a strange battle, where the weight of her past bore down upon her all at once. It felt as if the wolf went into her mind and pulled the darkest time she had ever experienced, and then maliciously twisted it.

But then he touched something which gave her power. She chased him out of her mind and began finding things in his, things she could twist. She could feel the pain it caused him, and his pain was her pleasure. When he reared back, she could still feel her presence still in his mind, physically tearing away at it.

She left his mind when he pounced. That was the strangest sensation out of it all. It felt as if she was twice her size, with all the power of the world in her hoof-tips. Even though he leapt ten feet in the air, her hooves rose twenty, more than enough to crush the stick figure.

And that was where he lay now: crushed. She stepped back off his head. His head lay in a perfect mold created by the force of the impact. One minute passed. Both wolves and ponies surrounded the wolf, and they were beginning to wonder if he was even alive. His eyes sporadically opened, as if somepony shone a light beam into them. It took him a few seconds and a couple tries, but Canis was able to pick himself off the ground.

He stared at the victor. There was something different about her, something that would make her important; not only to the wolves, but to all the creatures of this land. He knew she would change everything. He bowed, accepting his defeat, and walked back into the forest. One by one, each wolf bowed to Serene, and followed their old king.

***

Things returned to normal pretty quickly: the buildings got their repairs, the doctors were able to cure the Rusty Madness, and the wolves left everypony alone. As for Serene, the town ended up throwing her a feast in her honor, for saving the town, but mostly just to get rid of all the extra pies.

Serene still studied the night, Dusk still followed her, and she still ditched work. She just loved the night too much to go. Word of her admiration, along with a few of her journals, got out, and it wasn't long until somepony came knocking at her door. She went and opened it.

"Greetings, my name is Star Swirled the Bearded."