The Loremistress

by Baroque

Rating: teen
Tags: Adventure, Twilight Sparkle, Slice of Life, Midnight Sparkle, Alternate Universe, Human, My Little Pony Comic, Main 6, My Little Pony: Friendship is Magic, Comedy, Other
Length: 11760

A lore nerd is transformed into Midnight Sparkle and set loose in Equestria. Hoo boy...

Getting transformed into a ponified Midnight Sparkle of all characters isn't something that happens very often in life.

Neither is suddenly appearing in Ponyville right before Nightmare Moon escaped.

Let's follow along a lore nerd as she collects various memorabilia from Equestria and beyond to create the perfect collection!

And totally not because of the fact that she wants to learn all of the lore for herself! Nope! Nuh-uh! No siree!

Alternate title: I'm a Crazy Science Horse

Cover art by Duvivi

Published 2025-01-29 16:40:01 UTC
Last updated 2025-02-11 07:29:29 UTC

Chapter 1: A Purple Magpie

Among the peaceful grass plains that surrounded the humble town of Ponyville, an equine creature of incredible magical power cackled maniacally to herself as she began to realize the potential of her predicament.

"HA! YES! H-I-E! H-I-E! H-I-E! WOOO!"

Her wings seemingly flared on instinct and caused a cloud of dust to form with a single flap. Several parts of her form, which glowed brightly with cyan-colored energy, flared alongside her heightened mood. The sudden light show and commotion caused the group of curious critters around her to panic and flee.

The creature lowered her wings as she calmed herself, but had yet to fold them. She then sat back down on her haunches and looked over the ornate pieces of... armor? Regalia? That covered her hooves and chest.

Her eyes curiously wandered around the shiny, deep purple material for a moment, and eventually locked onto the glowing base of her foot- hoofwear. She paused briefly to take in the sight before a massive grin formed on her face, revealing her pointed fangs.

She let out a low chuckle, which then built up into laughter, and then developed into yet another bout of uncontrolled cackling. The creature excitedly pumped her forelegs in the air and jumped at the revelation.

"MIDNIGHT-FREAKIN-SPARKLE, BABY! COOLEST NONEXISTENT ALICORN! HECK YEAH!"

It took the creature, a human-turned-alicorn who now referred to herself as Midnight Sparkle, no longer than a second to abruptly stop her momentum mid-jump. She fell onto her hooves with a loud Thud! and bore an irritated look after noticing a certain... discrepancy.

"Huh? What the fff-lip?"

Her eyes widened in realization. Midnight angrily stomped a hoof on the ground, leaving a sizeable divot.

"Oh come the fff-luff on! Gosh darnit!"

The alicorn groaned in annoyance, "Should've known there's a catch..."

She remained silent for a moment before rearing back on her hind legs and waving a hoof toward the evening sky.

"F-C-CURSE YOU, UNIVERSE! I'LL FIND A WAY TO BREAK FREE!"

Midnight lowered herself back down and shook her head. She'd have to deal with this later.

"Alright, alright... calm down. Now... let's check out the good stuff."

Thinking back to the stories she had read about humans getting transformed into ponies, she will either, A: have full or close to full mastery over her magic, or B: have as much control over it as a foal. While she really hoped for the former, she would also be quite content with the latter. Even if she was only able to levitate twigs and fire stun shots, it was still far better than becoming something without fingers or magic.

Midnight took a firm stance and readied herself. She then tried to search for a feeling, any feeling that could be the source of her magic.

'Where, oh where...'

It didn't take long before she started to feel... something. She didn't know what it was exactly, having been a non-magical ape mere hours ago, but she was certain that it had something to do with her mag-

vvvVVVRRRR-SHV-VWOOOOOM-VVVP-BOOM!

A massive beam of writhing energy surged from her horn, which crackled with blinding cyan light. It plowed halfway through the earth, leaving a long trench that stretched from right in front of her all the way into the Everfree Forest. Making contact with a wall of trees also didn't seem to stop the beam, as it powered through the depths of the anomalous forest, forming a gaping hole of scorched foliage.

In the distance, the peak of a dome-shaped explosion of energy could be seen. The light from it peeked through small openings between the winding trees and shrubbery.

As the beam dissipated, Midnight observed its path of destruction with a look of shock and uncontrollable joy. Of all the things she expected, that definitely wasn't one of them.

The alicorn formed a wide, toothy grin as a barrage of ideas popped up in her mind. For some unknown reason, the surrounding atmosphere suddenly felt less... habitable, as she started to gain control over her magic.

"Oh, this'll be fun!"

Within the secluded and hidden kingdom of Thicket, a white-furred stag adorned with ornate regalia shot up from his seat as he sensed a source of disturbance from somewhere in the Everfree.

A young fawn seated on the other side of a dining table looked at the stag curiously.

"Something wrong, father?"

The stag turned back to the fawn and softened his expression.

"Ah, nothing for you to worry about, Bramble."

The fawn, Bramble, gave his father another curious look before shrugging to himself. The stag sat back down and turned to look out of a nearby window with a look of concern.

King Aspen suppressed a shudder as he felt a part of the forest he called home wail in despair.

With an earth-shaking impact, whilst protecting herself from debris with her impressively large wings, Midnight landed back on the ground with a look of absolute ecstasy. She took a brief moment to catch her breath before taking a good look at her surroundings.

Or at least, what was left of it.

The once beautiful grass field was now nothing more than a collection of holes, craters, and trenches, all surrounded by cracked and scorched grounds with cyan flames scattered about within what was likely, at the very least, a fifty-meter radius.

"Huh... might've gotten a bit carried away there..."

Right after her little accident with the Mega Obliteration BlastTM, the former human had instantly gone into an experimenting frenzy. She went through an unexpectedly thorough examination of her new body's abilities, from the limits of her magic, all the way to her flight capabilities.

"Gonna need to practice some more. Could I make my own Sparkle-boom?"

Finding out that she was quite capable of using magic, in both productive and destructive ways, was a very pleasant and welcome surprise.

From levitating an entire boulder thrice her own size with little effort to being able to use her primary feathers with just as much dexterity as her former fingers, it seemed like she had almost won the Human-in-Equestria lottery.

Almost.

"If I got turned into Cosmos... heh."

Now that everything had been—mostly—figured out, Midnight started to think about what to do next. She was an alicorn with powerful magic, in an era of Equestria of her preference, and, by the way the moon appeared in the now-darkening sky along with the large congregation of ponies near Ponyville's town hall, it seemed like she had been given the perfect opportunity to make her presence known.

However, there was a part of her, one that she had not done a well enough job at ignoring, a significant aspect that others in her position had pondered frequently in the past.

What about the canon?

The former human snorted and immediately struck the charred ground with both of her forelegs, creating a series of glowing cracks.

"To H-T-H-Tartarus with the canon!" she threw her head upwards in frustration, "Oh buzz off!"

She took another calming breath to collect her thoughts and decided to list all of the important bits of information that she had deemed important enough to think about.

She was an alicorn, she was very good with magic, she was essentially a copy of Twilight Sparkle, she was placed near Ponyville during—probably—the thousandth Summer Sun Celebration, she might be in an Equestria where the comics happened, and she knew a bunch of stuff that will happen in the future.

All in all, it was a fairly nice recipe for random shenanigans and wacky hijinks, assuming she wasn't in some darker or 'realistic' alternate Equestria.

"Thank G-Celestia it's not anthro." Midnight sniffed in amusement, "I'll take Fallout Equestria over that any day."

There were many ways to approach this predicament, which the former human knew very well. She had made it clear that she wouldn't be pampering the timeline, which meant that she was free to do whatever it is she wanted to change how future events would occur. Perhaps she could pretend to be a corrupted future version of Twilight, who travelled back in time to help prevent some sort of 'Great Calamity' from happening?

"Hm... that'll get boring pretty quick..."

Or maybe she could act like she was sent by an unknown force to this specific era of Equestria, and was given a task to guide the current generation of ponies to maintain the legacy of their forebears?

"Needs a lot of assuming what I've watched and read was aligned with this Equestria's history... too complicated."

She could also just be straightforward with her origins and reveal herself in an uncannily casual manner. Imagine, an alicorn the height of Princess Celestia, with magic so potent that it leaks throughout her body, strolling up to you and saying 'Hey dude, what's up?'.

Midnight giggled at the thought, yet still dismissed it after some consideration.

"Wouldn't be as fun once the novelty wears off, unfortunately."

The former human tapped her chin and looked up in thought. While she still had a few hours before Black Snooty showed up, it would be preferable for her to have already chosen her specific 'character' by then.

After some time pondering about what she would do, she decided to approach the problem from a different angle, by starting with what specific part of the franchise had pulled her into becoming a loyal fan. Maybe by going about it this way, she could decide what to focus on and build her 'role' from the aspects she picked.

"Let's see... found out about the show from forums, started watching with addicted cousin... uh, got interested in world building and lore... found out about comics, fell even more in love with the lore... got interested in the little artefacts..."

Midnight muttered to herself as she recollected her memories as a fan of the franchise. She was so deep in her thoughts that she hadn't realized that she had subconsciously carved out a small seat from a stump with her magic and sat down on it. Her eyes were focused, yet they didn't seem to be looking at anything in particular.

"Got very invested in the little artefacts... got obsessed with the little artefacts... so obsessed that I started commissioning props of them... prop collection grew as franchise went on... prop collection was my pride and joy..."

One of her eyes twitched. The ethereal haloes around them briefly flashed.

"The prop collection that I spent thousands on... the prop collection that nearly caused me to go homeless..."

She stood up from her makeshift seat, magic aggressively coursing through her horn. Each glowing part of her body followed accordingly,

"The prop collection I have in my house, the prop collection that's still in my house back on Earth, the prop collection that didn't get sent with me, the prop that DON'T EVEN HAVE ANYMORE, DAGNAB-"

The alicorn instantly whipped around as something finally clicked in her mind. One of her wings unfolded with a single primary feather raised, making it resemble a hand pointing upwards.

"Waaaaait! That's it!" she exclaimed with a satisfied grin.

Midnight nodded to herself confidently. She may have lost her collection of props and replicas of trinkets shown throughout the franchise when she got here, but that didn't mean she was incapable of getting them again, far from it actually. With the powers bestowed upon her, it gave her a fairly unique once-in-a-lifetime opportunity, even more unlikely than getting transformed into a pseudo-canon character.

"Now why should I settle for replicas... when I can get the real deal?"

The former human smiled sinisterly, "And while we're at it, why not uncover all the lore as well? All of that sweet, sweet lore, waiting to be studied, remembered, and recorded..."

It was at this very moment that she fully realized her dream had finally come true. For years she had obsessed over the lore of Equestria and the world it was set in, so rich with fantastical history and alien yet familiar cultures, filled to the brim with magical creatures with abilities the likes of humans could only ever dream of.

And with the world's abundance of magic, also came the existence of magically-infused trinkets and artefacts, magically potent items created and used by various individuals throughout history. From power-enhancing amulets to time-warping stopwatches, these artefacts had been the very things that solidified Midnight's attachment to the Land of Friendship and Harmony.

"It's a wonder that I even got this involved in ponies..."

Unfortunately, not everything can be left complete. The world's true history had been left unseen to viewers and readers alike, with only snippets of knowledge that would then be developed into various theories and headcanons. That fact, while making complete sense, had always annoyed her to no end. An irritating thorn on her side, always leaving her lore-hungry mind begging for more.

But now? She has everything she needed to make her dream a reality. The form, the power, and the knowledge she required were now within her grasp. If she focused on honing her abilities, she would be nigh-unstoppable.

"There's an entire world out there, filled with undiscovered lore."

Midnight chuckled sinisterly with a manic grin plastered on her face.

"And I want to understand it all!"

With her declaration made clear, amplified by her Royal Voice, the alicorn reared back and stomped her hooves down with blazing magic. The base of her shoes glowed brightly before they made impact with the ground below.

The cracked land that surrounded her was filled with energy and eventually formed a circle around the alicorn, forming a series of flashing lights that illuminated her equine form. The light shone radiantly for a few moments before it died down, leaving the moon as the only source of light.

Midnight looked up in the sky to observe the pale celestial object, and noticed that the distinct markings of the Mare on the Moon from earlier had disappeared.

She felt a sudden surge of excitement at the realization.

"I think I know exactly where to start."

Madly giggling to herself, the human-turned-fallen alicorn ascended into the unnatural night sky with a single flap of her dark wings and a simple, absolutely reckless thought in her unstable mind.

'Oh Luuunaaa!~'

Author's Note

I couldn't help myself. I just had to write this story...

Have another Human-to-Pony story. This one has a protag with a few screws loose, as you can clearly see.

You can blame Trazyn and his wackiness for all of this.

Anyway, my schedule is nonexistent, so you can place bets on which story I'm going to update next!

If you want to share ideas on how this story should go, consider commenting!

Corrections and criticisms are more than welcome, I can't improve without those now, can I?
Have a good existence!
:)

"Remembered forever, the Land of Equestria"

Chapter 2: A Sparkling Falcon

Inside the remains of the once glorious Castle of the Two Sisters, Nightmare Moon growled in frustration as she recalled how those six brats passed through her traps and obstacles with ease. Just how exactly were they able to go through each and every one of them so effortlessly?

The lunar alicorn scoffed, "No matter. The Elements are inert, they would be powerless against me."

One of her ears twitched and swiveled to an unknown sound, Nightmare whirled herself around with a look of alarm and defiance. Her wings flared and horn alight with teal magic, ready to fire upon the pony or creature foolish enough to think that they could ambush her.

"Who's there?! Reveal yourself now or suffer the consequences!"

Her slitted eyes swept the entire chamber, taking note of the nooks and crannies of the castle's ruins. After an entire minute without any form of reply, the fallen princess tentatively turned back to the Elements of Harmony, but kept her guard up just in case.

"Cursed woodland creatures..."

Hidden on the other side of a fractured wall, trying—and failing—to stop herself from giggling like a madmare, was Midnight. After taking a small detour to see Ponyville's town hall with her own two eyes, the former human had decided to go directly to the Everfree Castle to start thinking up of a plan on how she would reveal herself to the main characters.

Of course, she also didn't want to waste the precious opportunity of being able to see Nightmare Moon herself.

"What to do, what to do?"

After a moment of thinking, she shrugged her wings and threw caution into the wind. She was a corrupted alicorn herself, wasn't she? Maybe she could use this to her advantage and form an 'alliance' with her?

"I can get myself some Luna lore, too..." the former human muttered.

While that was all well and good, it was very unlikely that Lu- Nightmare Moon would see her as an ally. She would likely see another alicorn of similar standing as a threat and competitor in her path of taking over Equestria.

Then maybe she could just... yoink her helm and just... see where it goes from there? That could be some good practice for her flying skills.

"And it sounds pretty fun!"

That was all she needed to convince herself that it was a brilliant idea. All she had to do now was to figure out how to position herself so that she could swipe it from the fallen princess' head without it getting stuck partway. It would be preferable to have it in her grasp before Nightmare even realized it was missing, the former human thought.

Even if she would never outright admit it, Nightmare Moon seemed to be fairly on edge. Considering how the Mane Six had been plowing through her obstacles like they were nothing, it wasn't exactly unexpected, but it did limit Midnight's more grandiose plans, as she had to be careful not to alert the corrupted princess when sneaking around.

"Maybe another time."

Nodding to herself, Midnight leapt from her hiding spot with the help of her wings to a higher position just beside where the lunar alicorn was standing. She then proceeded to silently make her way down to a pile of debris that formed a small, obscured pocket in the otherwise open area.

With a magically silenced landing, the alicorn straightened her posture and took a readying stance. She braced her wings just enough to boost her up and above Nightmare's head. The alicorn took a deep breath to calm her excitement, and powered the leylines of her wings, causing them to glow brighter.

A moment of silence passed, only broken up by Nightmare Moon's frustrated mutterings.

Midnight opened her eyes sharply, both glowing an eerie cyan light. The excess magic throughout her body flashed and faintly illuminated her form.

She grinned, revealing her fang-like canines, and chuckled to herself.

"Three... two..."

"Those illusions should stall them for some time."

Nightmare Moon grunted as she stomped a hoof on the ground, causing it to crack.

"Those pathetic little foo- gah!"

"YOINK!"

Just then, a purple blur zipped right over her head. Whatever the thing that passed her was so fast that she wasn't able to react in time before it could do anything. Nightmare briefly staggered and shook her head to recollect herself.

She immediately fired up her horn with a spell prepared and swept the area for the thing that dared to ambush her. After a moment of scrutinizing the derelict room, the fallen princess noticed that she could feel a faint cool draft going through her starry mane.

At first, she thought nothing of it. There was a potentially greater threat that she needed to focus on right now, so a slightly stronger-than-average gust of wind was none of her concern.

It didn't take long, however, for her to feel a sense of... nakedness around her head. The corrupted alicorn tried to ignore the feeling to no avail, as her mind kept nagging her to do something about it.

Whilst still staying vigilant, she carefully raised a wingtip to brush her own head, trying to calm that frustratingly persistent need to inspect it.

Her helmet wasn't there.

Her eyes narrowed into mere lines as fury and panic flooded her mind. Nightmare quickly raised her hooves to her head, hoping it was merely a mistake, or perhaps just her feathers touching the wrong spot.

Unfortunately, her Helm of Shadows was well and truly gone.

"No... NO!"

Frantically, the fallen princess started to look around the ruined chamber with wide, uncontrolled eyes. The helm was incredibly important for her, especially at this time. Forged from the culmination of her negative emotions—mainly that of resentment and envy—along with forbidden magical knowledge, it functioned as the primary source of the powerful dark magic. Without it, she would essentially be... her former self.

"Weak, pathetic, spineless..."

She stomped a hoof on the ground in fury, releasing a small blast of energy. If she had her helm, it would have been more effective.

Just as the lunar alicorn started to recollect herself, her ears swiveled towards the sound of... laughter? That came from somewhere above her. Nightmare tentatively turned around with her horn lit, she may have lost a significant chunk of her power, but she was still an immortal alicorn.

The lost princess slowly looked up towards a standing column that had detached itself from the roof, and held back a reaction when she noticed what, or rather, who had dared to laugh at her.

Atop a vine-covered and cracked pillar, partially obscured by shadows from the pale moonlight, gleefully giggling to herself, was another alicorn mare.

She stood there proudly, with the Helm of Shadows held in her cyan magic as she condescendingly looked at her fellow alicorn.

The newcomer levitated the helm closer beside her face and shook it lightly.

"Looking for this?" she teasingly asked.

A whirlwind of emotions and questions emerged within Nightmare's mind. Who was this alicorn? Where did she come from? Why was she here? How did she get here? And what was she doing with her helm?!

Nightmare quickly dismissed these thoughts, however. She could ponder the existence of this new alicorn later. For now, whoever this alicorn was, she was a threat to all her efforts. Possibly even more so than those six mares going for the Elements of Harmony.

The fallen princess pawed a hoof on the ground and snorted. She flared her wings wide open, both as a threatening gesture as well as a way to prepare herself to fly after the intruder.

"Return my helm this instant, or I will ensure your destruction!" she bellowed as she glared right at the newcomer.

The other alicorn merely chuckled and waved a wing dismissively.

"Oh, I will definitely consider that!" she replied cheerfully, "Buuut..."

The intruder extended her wings, revealing their glowing leylines and showing off their sleek, deep indigo pinions. Without wasting any time, she flapped her wings and ascended into the unnatural night sky.

"Gotta catch me first!"

She looked down towards Nightmare Moon mockingly and stuck out a tongue. This only infuriated the corrupted alicorn even further, and she kindly replied by firing a concussive bolt of magic towards her adversary.

Despite the seemingly dangerous situation she was in, the other alicorn chuckled. Right as the bolt was about to hit her, she swiftly spun herself in the air and swiped a wing at the bolt as if it were a fly.

At first, the sound of an impact was heard, causing Nightmare to grin at the sight. Unfortunately, her smile did not last as long as she would have hoped. Mostly due to the fact that the bolt had seemingly disassembled itself right as the newcomer's wing made contact with it.

The wisps of teal energy that were once shaped in the form of a magical burst swirled between and around her primaries before they flowed right towards her already overflowing leylines.

The intruder sniffed in amusement, "Huh. Thanks for the boost, a-as-j-jjerkface!"

She added by briefly forming the letter 'L' with the feathers of one of her wings above her forehead before flying off into another area of the castle, excitedly laughing all the while.

Nightmare could only stare in utter bewilderment after the whole ordeal. Thankfully, she was able to quickly snap herself out of her reverie to pursue the mare.

"Get back here, you insolent wretch!"

With tentative steps, the six soon-to-be heroes of Equestria made their way into the chamber that contained the inert, orb-like forms of the five present Elements of Harmony. Seeing how high they were, Rainbow Dash and Fluttershy carefully brought each Element down from their pedestals closer to their friends.

The personal student of the currently absent Princess Celestia, Twilight Sparkle, stepped up to inspect each of them.

"The book said, 'When the five are present, a spark will cause the sixth Element to be revealed.'"

Applejack was about to reply with a question, but refrained from doing so when she heard the sound of a loud crash and a strangely familiar voice throwing odd insults at... presumably somepony else. It seemed like she wasn't the only one in the group to notice, as the others had also turned their heads towards the commotion.

"Now what in tarnation was that?"

Rarity lightly tilted her head, "Twilight, did you not say that this castle had been abandoned for the past millennium?"

The student nodded, "According to the books, it should be. I have no idea why anypony would willingly go here beyond what we're doing now."

"Well, maybe they're here to ransack the place? Who knows what kind of stuff was left behind here." Rainbow suggested.

Twilight considered her words for a moment, tapping and rubbing a pastern below her chin.

"While that's entirely possible, I highly doubt a group of thieves would be willing to risk their lives going through the Everfree Forest for a potentially empty castle."

The rest were about to add their two bits to the conversation, but were interrupted when two equine-shaped blurs dashed right past them from another room and began to zip around the open chamber. Beams of teal energy emerged from one of them, impacting the castle walls and causing the entire structure to quake.

"Return my helm this instant!"

"Too slow, grandma!"

Feeling overwhelmed by the sudden ruckus, Fluttershy quickly dove away to avoid getting caught in the altercation. Unfortunately, she was covering her eyes while doing so, and crashed right into Rainbow Dash. The two tumbled from the sky and fell right on top of Pinkie Pie, who was distracted by the surprise light show. The momentum from their impact threw the pile of three towards their companions. First with Rarity, and straight into Applejack.

A series of alerted yelling could be heard as all of them landed in a heap.

The only one of them who were left unscathed was Twilight, who had been lying down close to the Elements and avoided getting hit by the five-pony projectile.

The student looked up from her position towards the stack of dazed ponies with a look of bewilderment before quickly running up to them.

"Oh my goodness! Are you all alright?"

All she got were a few tired groans and grunts.

"Maybe not..."

Twilight turned around to look back towards the two blurs. It seemed like both of them had finally stopped, allowing her to see just what exactly they were. One of them was clear enough, Nightmare Moon was an easy pony to spot and recognize.

The pony hovering opposite to her, however...

"What the..."

She was an alicorn, that much was clear, but there was something strangely... familiar about the mare.

Twilight observed the other, newer, alicorn intently. The prophecy in the book explicitly stated that Nightmare Moon would escape from her imprisonment on this very night, it never said anything about a second alicorn coming with her.

"If you think you can get away with this unscathed, then you are sorely mistaken!"

Nightmare shouted with all her rage at the unknown alicorn. But, just as before, she only replied with a teasing giggle.

"Maybe if you asked nicely, I'd consider giving it back to you!"

Twilight's eyes shrunk into pinpricks when she heard the alicorn's voice. It sounded identical to her own!

The new alicorn seemingly noticed her presence, and turned to look at her. The two purple ponies held a brief staring contest before the taller of the two gave the other a smirk and wink.

Twilight didn't know what to think at that moment. Just who exactly was this pony?

The prodigy was not able to continue her train of thought, however, as the alicorn suddenly dove down towards her direction and swept her, along with her still confused companions and the Elements within her magic.

"WhoaaaAAAAA-!"

Twilight felt the wind whip through her mane as she flew alongside the strange alicorn. She held her eyes closed with her forelegs as her 'ride' maneuvered over and under the ruined debris of the abandoned castle, avoiding magical blasts and flying tackles from Nightmare Moon.

"Hey! It's alright! Open your eyes!"

Judging from where the voice came from, she knew that the alicorn had likely levitated her in front of herself. Twilight's mind screamed at her to ignore the urgent request and focus on her own safety, but her curiosity eventually overpowered her rationality, and the unicorn tentatively uncovered her eyes.

She was met with the sight of the unknown alicorn's face. For some reason, she found it nearly resembling her own, if a little more elongated around the muzzle.

The alicorn smiled, her eyes darted between her 'passenger' and her flight path.

"Hello there! Midnight Sparkle, big fan of your work! Or I guess your future work?" she shook her head and swerved to dodge a beam of magic, "Anyway! I've got Nighty here all under control, you gals need to deal with the Elements so you can blast her with a rainbow laser!"

Her name was also nearly identical to hers! Twilight filed away those thoughts for later, however, and focused on the obvious problem at hoof.

"I'm sorry, what?!"

The alicorn, now known as Midnight Sparkle, clicked her tongue and rolled her eyes.

"The six of you are the Elements of Harmony! Applejack is Honesty, Fluttershy is Kindness, Pinkie Pie is Laughter, Rarity is Generosity, and Rainbow Dash is Loyalty!"

Twilight's head spun as she took in everything the alicorn was telling her. The student's mind recalled all of the obstacles they had passed on their way to the castle, and how each of her... alli- No! Her friends had tackled them with their own quirks and abilities. Every single obstacle passed had been solved by the specific trait they had that could be attributed to each Element.

And they all lined up perfectly with what Midnight said.

"But what about the sixth Element?!" the student yelled over the sound of rushing wind.

Midnight's smile widened, "You are! You're the Element of Magic, the embodiment of Friendship!"

The revelation smacked Twilight like a freight train at full steam. She was the sixth Element? Of course, going by the pattern of her friends and their own Elements, it made complete sense.

She was still utterly confused by the realization, however, and felt an odd feeling of anxiety well up within her.

Midnight abruptly changed course upwards, causing the ponies and magical artefacts in her aura to briefly lag behind as the momentum forced them forward. Nightmare Moon quickly followed suit as her target flew through a gaping hole in the roof.

The younger alicorn levitated her 'passengers' closer and addressed Twilight yet again. A glance at the Elements showed quickly growing cracks beginning to form along their stone-like surfaces.

"Alright, I'll teleport you and the Elements to that room over there!" she pointed a hoof towards a ruined tower with a staircase connected to one of its upper entrances, "The Elements will fall and shatter, but they should start floating around the five of you when they do!"

Another glance at the Elements. They were glowing now.

Midnight turned back to see the six mares within her magic, their expressions ranging from sheer terror to resolute determination.

"You all got that?!" the alicorn shouted.

With a series of hesitant nods, Midnight powered her horn and pictured the interior of their destination. She had taken a good look at the place during her game of cat-and-mouse with Nightmare.

CRACK!

With a bright cyan flash, the Mane Six, along with the Elements of Harmony, landed on the cold stone floor of the tower. Midnight could see the flash of her teleportation magic peeking through the open windows of said tower, and silently sighed in relief.

"Now..."

She turned her head back towards her pursuer. Nightmare was still chasing her even now, but it was clear she was starting to get exhausted.

Midnight continued to bait the corrupted princess through and between the ruins of the castle's once-beautiful spires, giving the Mane Six some more time to deal with the Elements.

She could hear another magical bolt being fired from behind, and decided it was the perfect time to test out a mid-air roll.

Just when the bolt was close enough, she swiped it with a wing. Like before, the bolt was reformed into wisps of magic that were absorbed by her exposed leylines, energizing her.

"Curse you and your forsaken abilities!" Nightmare furiously shouted.

"You're a very generous mare, you know that?!"

She yelled back at the fallen princess, causing her to fire another blast. Unsurprisingly, Midnight caught it again, this time with the glowing sole of her shoes. The Helm of Shadows levitated closely to her chest, occasionally hitting her peytral as she moved around in the air.

The new alicorn briefly turned towards the tower that held the six heroes, and saw Twilight signalling her from a window. The tiara for the Element of Magic could clearly be seen on her head.

With a nod, Midnight channeled her magic into her wings, making their leylines glow brightly in the night sky. She then directed herself towards the Mane Six, leading a rage-blinded Nightmare Moon along.

She tucked in her wings as she passed through the entrance, before unfolding them again to abruptly stop herself. The air trapped by her wings caused thousand-year-old dust to briefly obscure the area.

The shining and, dare she say, sparkling forms of the Mane Six could be seen levitating on one end of the room. The necklaces and tiara were even more ornate and beautiful here compared to the show, Midnight found.

There was as small, itty bitty discrepancy that she could see with them, however. Instead of the vibrant golden colors that she had expected, the metal that held the Elements' gems were a shade of dark purple. A color not too different from her own regalia.

Midnight's hopes of uncovering the reason why were swept away when Nightmare Moon finally caught up and flew past the entrance. She turned back to the Mane Six and pointed a hoof at the angry and quickly approaching lunar alicorn.

"Rainbow laser! Rainbow laser NOW!"

The six mares held each other's hooves and closed their eyes. The glow from the sheer power of the Elements almost blinding the two non-bearers present.

The harmonic magic surrounding them culminated into a massive spark of energy, obscuring the Bearers, with only their silhouettes faintly visible to a spectator.

And then it came, the Rainbow Laser of FriendshipTM. Midnight quickly moved out of the way, but kept her eyes locked at the sight. Oh how incredibly lucky she was to witness this with her own eyes! It was even more magnificent in perso-pony.

If only she had her phone with her...

'If the portal's somewhere in Canterlot, I think something could be arranged.' the alicorn thought with a devious grin.

Two magically-infused rainbows spiraled from the top of the heroes and rose into the air in an arch. Nightmare Moon had slid to a stop after realizing what had happened, and was stunned in place as a wave of colorful light engulfed her very being.

All she saw and heard was a whirlwind of rainbows, followed by an irritatingly familiar bout of maniacal laughter, before everything went dark.

Author's Note

I am very sorry for taking so long to release this chapter. Would you believe me if I said I scrapped the first two concepts?

Anyway, here we see Midnight doing... things... and causing mayhem as she does so. Next chapter will be her proper meeting with the Mane 6 and the princesses. What do you think will happen?

If you want to share ideas on how this story should go, consider commenting!

Corrections and criticisms are more than welcome, I can't improve without those now, can I?
Have a good existence!
:)

"Remembered forever, the Land of Equestria"

Chapter 3: A Devious Buzzard

Midnight watched in awe as Nightmare Moon was smothered by a whirlwind of magical rainbows. For a brief moment, a small, nearly insignificant part of her feared that she would also be targeted by it. Thankfully, it seemed like the Elements had deemed Nightmare to be a more significant threat, and possibly also because she had directly helped the Mane Six in defeating her.

"Awesome..."

The alicorn muttered under her breath. A wide smile still plastered on her face.

As the stunning light show reached its peak and began to power down, she took a quick glance at the artefacts adorned by the heroes of Equestria. Midnight thought back on how the necklaces and tiara of the Elements were seemingly made out of a different material than the ones she knew, as they were now a shade of purple that was oddly similar to her own regalia.

"Hm... wonder what happened there?"

She turned her gaze back towards the target of the Elements, who had gone quiet after a few moments of getting absolutely blasted by a rainbow cyclone.

Idly tapping the Helm of Shadows under her hoof, she considered getting a closer look at the now-purified Luna. The rainbow beams had disappeared, and the corona of light that surrounded the Mane Six dissipated not long after, knocking them out momentarily as they slowly levitated back down to the ground. It was the perfect opportunity.

Silently, making sure that her shoe-clad hooves barely made any noise, Midnight crept over to the unconscious form of Princess Luna. Sure enough, the blue alicorn was just as adorable here as she was in the show.

"D'awww... sweepy Woona. If only I had a camera..."

Oh well. Maybe if she could somehow get a camera before the Nightmare Forces retaliate, she'll be able to snap a picture of her.

The former human's ears swiveled towards the recognizable voices of the Mane Six murmuring behind her. For a brief moment, she felt a sense of fear pass through her mind, yet it was almost instantly washed away by a wave of excitement and delight when an idea popped up. One that would be risky yet incredibly rewarding if executed correctly.

Swiftly, she took every piece of Nightmare Moon's battle-regalia in her magic and leapt from her spot to hide behind one of the many pillars throughout the chamber. She'll let this play out by itself for a bit.

Thankfully, it didn't take long for Princess Solar Flank to finally reveal herself. The sight of the monarch-turned-diarch was definitely awe-inspiring, Midnight thought. Her height, along with her billowing mane and regal appearance certainly demanded respect and attention.

Still, that wouldn't deter her from executing her plan. She would likely lose the only artefact she currently has in her possesion, but the tradeoff was more than worth it if she managed to pull it off.

And it wasn't like she couldn't 'acquire' it again. There were still plenty of opportunities to take it back later.

Midnight continued to observe the historical scene with unrestrained anticipation. She would have yelled at Celestia to get on with it, but then that would ruin the atmosphere she was trying to set up.

Once Luna gave her apology and accepted her sister's hoof in friendship, Midnight smirked. The ex-human lit her horn, intending to teleport right on the dais where Nightmare Moon was supposed to stand back in the cartoon.

"It's all in the presentation."

"-and then, everything went CRACK!, and it was all flashy, and we tumbled and tumbled and tumbled, riiiight here-" Pinkie jumped slightly to her left, "-and then the Elements broke, which reaaaally scared us at first, but then they started to float round us like swoosh!-" she spun around in place, before immediately stopping, "-and we were all floating in the air and glowing-"

Thankfully for everypony there, the hyperactive pony was quickly silenced with an orange hoof placed on her mouth. Applejack sighed and rolled her eyes.

"Yes Pinkie, we got it, thanks." she replied curtly.

The farmer held her hoof up for another moment before lowering it ever-so-slowly.

Pinkie had a fairly brief neutral look on her face before immediately smiling. She gave her friend a rapid series of nods to show her understanding.

"You're very welcome!"

Noticing that she was finally allowed to speak again, Twilight took back the reins of their conversation. One that focused on a certain alicorn who had seemingly disappeared.

"Anyway, like I was saying, whoever Midnight Sparkle is, she definitely wasn't tied to Nightmare Moon. She was clearly working against her, considering what she's done. But we still don't know what her motives are."

Luna nodded in agreement, albeit less energetically considering her current condition.

"We cannot forget that she still possesses the helm. She may have aided the six of you in defeating me, but we should not immediately assume that she is our ally. Whoever wields that cursed item beyond this group shall be seen with great suspicion."

Celestia took a moment to consider their words, and chimed in with her own thoughts.

"I agree. However, we shouldn't approach her with animosity. That may dissuade her from cooperating."

The student replied with another nod, "Of course. We don't want to give her a reason to fight. Her magic felt very powerful and fairly unstable, it'd be hard to predict what would happen if it's deflected or absorbed by a shield."

The solar princess smiled. She couldn't even begin to express just how proud she was of Twilight. She may have her moments of... distress on certain occasions, but whenever her student starts to focus on a task, she was always quick to the chase.

"Very well then. Once my sister and I return to Canterlot, we shall find a way to-"

CRACK!

Out of nowhere, a blast of cyan magic the size of a full-grown alicorn formed atop the center dais of the room. Everypony present whirled themselves around to see what had caused it. Though for seven out of the eight ponies who were there, the sound and slight prickling sensation felt in the air were all too familiar.

The alicorn who referred to herself as Midnight Sparkle stood proudly upon the raised platform with a confident—yet somehow also cocky—smile. She flicked her wings to clear the displaced dust in the air before locking her glowing eyes on the lunar princess.

"Great to have you back with us, Luna! I gotta say, you always did look a lot better in blue."

To say the everypony was caught off-guard by her 'greeting' would be an understatement. For Celestia especially.

While the others were definitely surprised by how casual she was towards the younger princess, the eldest was utterly baffled by the fact that she acted like she knew who Luna was. From what Celestia could discern from the new alicorn's words, it almost seemed like she was even aware of what had happened all those years ago.

"'Have you back'..." the solar princess quietly repeated.

For an entire millennium, any form of knowledge of her sister had slowly been forgotten, with nopony beyond herself and a few very close acquaintances knowing she even existed outside of the tales shared during Nightmare Night.

Whoever Midnight Sparkle was, she definitely knew more than she let on. Assuming she intended to keep any information she knew close to her chest, that is.

And her magic... the sickening amount of overflowing magic throughout her form should have been enough to make her flare six times over. Yet here she was, with her primary magic conduits—that being her horn, wings, and hooves—thrumming with what should be uncontrollable energy.

Luna took a small step towards Midnight. Her legs briefly shook due to her weakened state.

"You... know my name?"

The warped alicorn smirked and tilted her head, "Oh, I know a lot of things. That's why I've shown myself here actually."

She turned her gaze towards Celestia. The older princess felt a strange sense of familiarity as they made eye contact. Midnight lightly bowed her head, but it was clear that the act was not done out of respect.

"Princess Celestia, now co-ruler of Equestria- heh," she covered a small giggle with a wing, "I just realized that rhymed! Anyway, I think you already know what I did by now, don't you?"

The solar princess pulled herself out of her reverie with a shake of her head. She looked back towards Midnight, who bore an expectant expression.

"Oh, yes, Twilight here has informed me of your... ah, 'exploits' during the altercation with Nightmare Moon. I cannot thank you enough for lending a hoof in saving my sister and Equestria as a whole."

Celestia thanked the enigmatic alicorn with a kind smile. While Midnight's motives and very existence were immensely suspicious, she still helped Twilight and her new friends in their objective. That, at very least, required some recognition.

Midnight sniffed with an amused look. She didn't seem have much humility, however.

"As you should, of course." the warped alicorn smugly replied, "I know this makes me sound like an absolute di-d-d-dirtbag- gah!"

The new alicorn stomped a hoof on the ground out of frustration, causing a set of glowing cracks to form right under her. The other ponies present gave her an odd look at the sudden stutter and outburst.

After letting out a clearly audible snort, Midnight took a few deep breaths before she practiced a certain breathing technique that only two out of the eight mares present would know about.

Twilight's eyes gradually widened as she began to put the pieces into place. The voice, the looks, the coat, by Celestia the bright magenta star on her peytral! It just wasn't possible!

...Right?

Various theories began to form within her trained mind, with each one becoming more and more disturbing than its precedent. She felt like her mind was shouting, telling her that 'by all accounts, this should be impossible!'.

On the other, less frantic hoof was Celestia, who silently took note of Midnight's mannerisms as she calmed herself. The way that the ambient magic briefly writhed as the warped alicorn's own magic flared according to her emotions was concerning, to say the least.

With a final lengthy exhale, emphasized by her wings making a steady 'calm down' gesture, Midnight opened her eyes and focused back onto the older princess.

"As I was saying, as someo-pony who took part in saving the world, I do think that a-" she leaned in, her magic shined for a mere moment, "-reward is in order?"

It was clear that everypony—save those who were too timid or oblivious to respond—wanted to give her a piece of their collective minds for such a bold request, but soon relented after realizing that she probably did have the right to do so.

Some even began to mull over the possibility of acquiring their own rewards, especially for a certain rainbow-maned pegasus of the group, whose eyes gleamed with excitement at the very thought.

Celestia held a neutral expression as she thought over Midnight's admittedly brazen request. It wasn't totally unexpected, really, as she did actually believe that the five ponies who had aided Twilight would have their own requests, and she was more than happy to outright give it to them if they asked.

The glaring problem here, however, was the fact that Midnight wasn't just your everyday hard-working pony. She was a—possibly—elder alicorn like her, and a powerful one at that. Based on what Twilight and Luna had claimed, she seemed to possess some form of a magic-stealing ability, which only made her presence even more concerning.

By denying Midnight of her request, it would probably dissuade her from cooperating with them, and possibly put her on uneasy terms with each other.

Allowing Midnight to receive a reward was also a big risk. Her motives were unknown, and her origins even more so. She could always limit the options for her reward to a few set choices, but that would mean the rewards for Twilight's friends would be fairly limited as well to make it fair.

Plus, it would probably make her seem greedy more than anything.

It was a tough choice. Let the mysterious creature of unknowable power have whatever it is she wanted, or deny her of her right and potentially lose their chance to get her on their side?

Celestia heaved a small sigh and looked to the enigmatic alicorn with the kindest smile she could offer.

"But of course. Each and every one of you deserve to be rewarded for your acts of heroism. You only need say it, and it shall be done."

The surrounding atmosphere felt colder as she finished her sentence, despite the sun shining brightly in the sky. Everypony could feel themselves involuntarily shudder as the haloes around Midnight's eyes flared.

The warped alicorn grinned. There was a glint of... something, in her eyes as she did so.

"Well gee... I don't know what to pick. So many things..." she exaggeratedly replied.

Celestia felt like holding her breath. Luna gave her a discreet nudge along with a particular look of 'what the hay are you doing?!' on her face.

Midnight brought her wings in front of her and steepled her feathers, idly tapping them against each other. She craned her head back and looked up in thought in such a way that it would be obvious it wasn't genuine.

A silent yet tense moment passed between her and the group of native Equestrians before she folded back her wings with a mock expression of realization.

"Oooh~ I think I've got it!" Midnight declared.

She she spread her wings off to the side and gestured grandly throughout the room.

"I would like to have the ruins of this once-beautiful castle be recognized as my home!"

...

"What? / Huh?"

Was all that Celestia and Luna could reply with respectively. Midnight's request hit them harder than a stampede of minotaurs, and both held back a sputtering response which resulted in their blunt yet rather expressive answers.

Midnight chuckled, "You heard me! Just give me this old hunk o' junk and we'll be done!" she flicked two feathers on one wing against each other, and somehow made a snapping noise, "Just. Like. That."

Taking the moment given to her by the stunned princesses, Applejack took a few steps closer towards the purple alicorn.

"Now hold on there, missy! I know ya helped save the world n' all, but even if it's all in ruins, this here castle's still owned by the Princess! Or uh, Princesses, I guess..."

Rarity stepped in right beside her and nodded whilst giving Midnight the stink eye.

"Indeed! They may not be using it anymore, but I doubt that's enough of a reason for them to just hoof it over so easily! Why, I wouldn't be surprised if every chamber here, no matter how ghastly and derelict they are now, held some form of significance to them."

Snapping herself and her sister out of their combined stupor, Celestia quickly gestured a wing towards the two mortal ponies.

"Now, now, everypony, let's all calm down. There is no need to start any arguments over this matter. Perhaps you could let my sister and I discuss this first?"

She turned back to Midnight with an uneasy look. Her mind frantically going back and forth on either saying 'yes' or 'no'.

Luna was just as concerned. Remembering all of the ancient, forbidden, and dangerous items or pieces of knowledge contained within the inner sanctums of their purposefully complex castle, it would be dangerous to allow Midnight access to these magical artefacts. Who knows what she could do with them?

Of course, denying her of this would also mean that they wouldn't have a specified location where she would frequent, meaning that it would make tracking her down more difficult. By having her take residence within the castle, they would have a landmark that they can use to potentially predict any of her future endeavors.

The lunar princess looked up to her sister, who just so happened to be doing the same. The two looked at each other before covering up their conversation with each other's wings.

"What do you think?" the eldest whispered.

The younger paused for a moment before replying, "I say we could. But what of the artefacts? We cannot leave them here with her running amok."

Celestia breath out a sigh, "Assuming she doesn't already know..."

Luna's eyes widened, "Right... she knows of what happened before...."

The solar princess sensed some distress based on her sister's reaction. She'll need to confront this when they return.

"She knows more than she lets on. Maybe she's here for the artefacts after all?"

"Not entirely out of the realm of possibility..."

Celestia tiredly rubbed her pastern on the bridge of her muzzle, "We just don't have enough information on her. And at this point, it's getting quite frustrating."

Luna placed a hoof on her sister's foreleg and gave her a smile, "Calm, sister. We will get through this together."

The older sister smiled warmly. It was good to have her back.

"Thank-"

"You know you could just ask what I'm going to do, right?"

The royal siblings froze as they heard a third voice whispering right next to them. The two slowly turned their heads towards the source, and witnessed the smirking face of Midnight looking back at them.

They immediately ceased their brief huddle by quickly pulling themselves away off of each other and out of Midnight's dark wings, making sure to avoid her claws as well.

She laughed heartily at their reaction, wiping off a tear with a pinion. The sisters gave her a shared glare, but were distracted by the laughter and giggling of a group of ponies not too far away.

The six heroes of Equestria seemed to have found the interaction to be pretty humorous. With their reactions ranging from contained tittering to full-blown cackling. Twilight, being the Celestia sycophant that she was, was trying—and failing—to hold back a series of giggles.

It wasn't until Celestia directly addressed her when she quickly reeled in her laughter and recollected herself.

"Twilight?"

The student wiped the sweat off of her brow and cleared her throat.

"O-oh! Um, well, you see..."

[A few minutes minutes ago...]

Midnight rolled her eyes as she waited for the two princesses to finish their little discussion.

Call it a hunch, but she was certain both of them were likely discussing the possible motives behind her decision. It made sense, of course, as she was an unknown addition to an event that had already been directed by fate itself. For all intents and purposes, she was never supposed to be there let alone even existing at all.

'Guess that's the fun part of getting the Human-to-Pony treatment. You get to f-fp-play around and eventually find out.'

Her eye twitched.

'You gotta be kidding me...'

Shaking her head, she focused back on the huddling royals before her. They were taking way too long.

She would have tried to get their attention by speaking up or loudly clearing her throat, until a mischievous smile spread across her face.

Making sure she wasn't noticed, she carefully trotted off of the dais and began to approach the occupied alicorns. The Mane Six watched her intently, trying to figure out what she was going to do. Rainbow in particular, readied her wings in case she needed to launch herself towards the former human.

Midnight looked at them with a smile still plastered on her face. She brought a wing near her mouth and made a shushing gesture with a feather placed on her lips before adding a cheeky wink.

Confused by her playfulness, the six heroes silently changed their game plan to be more defensive. Midnight didn't seem to be planning anything malicious, but her confidence in being able to stand so close to them was still worrying.

Without any form of acknowledgement from the sisters, she enveloped the both Celestia and Luna with both of her wings and managed to nudge herself into their conversation.

"And it pretty much ended with... well, that." the student finished with an awkward laugh.

Neither princess knew know how to react to such an act. It was obvious that Midnight wasn't exactly the most serious of ponies, considering her mannerisms during her interaction with Nightmare Moon and the way she presented herself earlier, yet they didn't really expect her to be the kind of pony to partake in small pranks.

Though to be fair, the taller of the two royals wasn't exactly beyond doing some herself.

As her laugh finally died down, Midnight continued on with her point.

"Alright, look. I know you two are probably freaking out over me just waltzing around this place like a k- er, filly in a candy store. I want to assure you that I mean Equestria no harm, and I just want to help you guys out with any future... let's just say, 'problems' you will come across."

The warped alicorn emphasized by leaning her head closer and pointing a hoof towards the sisters.

"Plus, I don't really have anywhere else to stay, and I know explaining my whole existence alongside Luna's going to be a hassle. I'd be better off here, where I can also probably fix the place up a bit."

She then proceeded to execute an odd series of gestures. One that was easily recognized by certain party planner of the group, who began to rapidly hop in place with a massive grin as Midnight continued the vow.

"SQUEE!"

"I promise I won't use any of the magical doohickeys and mumbo-jumbos stored in here to destroy or take over Equestria or whatever. Cross my heart, hope to fly, stick a cupcake in my eye- ack! Okay, that actually hurts..."

As Midnight gently rubbed her—purposefully—poked eye, the Royal Sisters shared a brief glance with one another. It seemed like their suspicion was unwarranted... for now.

And whatever incantation she did also appeared to have some very powerful magic attached to it. She was being serious this time around.

Celestia approached her with a tentative yet kind smile, and bowed her head. Luna opted to stay quiet, but followed along her sister's actions.

"We see that your intentions are indeed more noble than what we had surmised. And for that we sincerely apologize. It was... unwise of us to suspect you of anything without any proof."

Midnight waved a hoof and wing in her general direction as she chuckled.

"Honestly, it made perfect sense. Some random alicorn pops up out of nowhere, starts doing crazy sh-s-stuff, and suddenly wants an entire castle for herself? Who wouldn't be suspicious of that? You girls made the right call here."

Again with the casualness when addressing somepony who was supposed to rank higher. Though with her being an alicorn, everything has gotten quite muddied. Was Midnight even obligated to refer to her by a title?

A question for later, Celestia thought. She nodded in reply to the playful alicorn's words and proceeded to gesture a hoof towards her.

"Very well. For your acts of heroism in aiding the Elements Bearers in their goal of defeating Nightmare Moon and saving Princess Luna, I hereby declare you, Miss Midnight Sparkle-"

"You can just call me 'Midnight', by the way"

The solar princess held back an eye roll for being interrupted three times in one day. By the same pony, no less.

"Right..." she cleared her throat, "Midnight, I hereby declare you... as the Custodian of the Castle of the Two Sisters!"

Right as Celestia announced her newly-granted title, a wave of gold and teal magic suddenly surged across the very structure of the castle, briefly enveloping everything in a swirling mix of both auras.

Eventually, the dual-toned aura's color faded and turned to a pale white, before slowly showing a distinct light cyan color. A color that could be seen upon the body of one particular pony in the chamber.

Everypony, including the three alicorns, witnessed the sight with shock and awe. As far as the sisters remembered, in the entire history of the castle's existence for over a millennium, this has never occurred before.

Not during the celebration of the castle having been fully built, not during the defeat of their greatest enemies, not even during the return and purification of the lunar princess.

This was new.

Everypony was pulled out of their own internal thoughts when they heard a loud Clank! coming from Midnight's direction. It's starting to feel like a pattern at this point.

"And of course, to show that I do actually mean business, here's Nighty's helm for ya!"

She tapped the Helm of Shadows under a hoof, before picking it up in her magic and levitating it closer towards the royals.

Luna observed the icon of her folley with eyes of regret and resentment. Almost as if it on instinct, she carefully extended a hoof towards it.

Midnight's reaction was immediate, as she swiped the helm away into Celestia's direction.

"Upupup! While I won't act like I know what this thing can do, I really don't think you of all ponies should be touching it."

The sudden warning caught the lunar princess off-guard, but after a moment of hesitation, she nodded in agreement.

She could feel the overwhelming amount of dark magic within the helm radiating all around it. And considering her current state, it was entirely possible that even the slightest contact would cause some... ah, 'issues'.

Luna breathed out a sigh, "I understand. We should store it somewhere secure, then. Where nopony, except the few who are authorized, is allowed to access it."

The older princess nodded along. She gave Midnight a thankful look before taking the helm in her magic.

For a brief moment, a tide of hatred and resentment flashed through her mind, disappearing just as quickly as it came.

Celestia shook her head. Midnight's warnings were definitely not unfounded. She could feel beads of sweat forming on her forehead the longer she kept it in her magic.

"Thank you, Midnight. We will make sure this helm is kept in containment. I can see why you were so cautious."

The warped alicorn waved a hoof dismissively. Her gaze appeared to be distracted, however. Perhaps even strained.

"Yuh-huh, totally, go deal with that or uh, something."

What an odd mare...

[A few hours later...]

Midnight chuckled sinisterly as she trotted through the decrepit ruins of the Everfree Castle's library. Her mind thought of each and every one of the dusty old books within its shelves, all filled with untold amounts of lore.

"All for me..." the former human murmured.

She trailed her a wing along the spines of a full row of ancient books, dusting them off and revealing a few of their titles.

Sure, she might have lost a very powerful and iconic artefact, but what she got in return was well worth the loss of an easily reclaimable item.

And to add to that, she had also—somewhat—befriended the princesses as well! Talk about being supernaturally lucky.

Midnight tapped a hoof on her chin, "Or maybe they're just stupid?"

After a moment of thought, she shrugged, "Eh, whatever. Still got what I wanted."

Her twisted horn flared to life, entire rows of books getting enveloped in her magic. One by one, they shot out of ther respective shelves and merged into a swirling tornado of literature that stretched through the open roof.

At the eye of the storm, surrounded by various books and texts, cackling uncontrollable with manic eyes, Midnight Sparkle realized that...

"Aw c-c-crabapples..."

She needed to find the toilet.

Swiftly, with the help of her wings, the warped alicorn zipped back through the library's entrance, leaving every book and scroll that she had taken to free fall, creating a localized dust storm within the library's main hall.

"WHERE THE FIZZ IS THE TOILET?!"

[Meanwhile...]

The two reunited royal sisters sat in a comfortable silence and shared a cup of tea within Celestia's personal chambers. The Helm of Shadows had been placed neatly upon a table the two were occupying right beside a tall viewing window.

Not being able to hold back her thoughts any longer, Luna finally decided to speak.

"Celestia, about what happened earlier..."

The older sister sighed and rested her chin on a hoof.

"It was the only thing I could think of at the time. Midnight made it fairly clear from the get-go that she already had her mind made up on staying there."

She folded her forelegs and slumped over.

"It was between saying yes and hoping that she was indeed saying the truth, or denying her and possibly causing a rift to form between us..."

The solar princess grunted and tapped her hoof as she listed off the things that had been irking her.

"We don't know where she came from, we don't know what she's capable of, and we don't know what her motives are."

Luna nodded solemnly as her sister continued to vent her frustrations.

Celestia straightened her posture and took a sip of tea to calm herself.

"She poses both a threat and an opportunity that we absolutely cannot ignore. So far, she has shown that she is willing to cooperate, but I doubt that meeting would have ended as well as it had if I denied her request."

The youngest mulled over the eldest's words for a moment before replying.

"But was it wise to trust her with that much access to the castle? Should we not have given her at least some restrictions?"

"And make her think we don't trust her?"

"You seem quite adamant in making her an ally, sister."

Celestia flinched from how blunt Luna's response was. Some things will never change, it seemed.

"I have envesioned many... 'trials', that Equestria will face in the future, Luna. Some more dire than others, even pushing our nation to the brink of collapse. And based on what she said, she knows about them as well."

She took another sip, and looked towards her sister right in the eye.

"You've seen a glimpse of what kind of abilities she possesses, haven't you?"

Luna turned her gaze towards the cursed helm on the table, and closed her eyes as she nodded.

"Passive magic absorption, magic disruption... her exposed conduits seem to be able to take apart a concentrated mass of magic and repurpose it for herself."

"And possibly magic corruption as well, judging from what happened at the castle. Her magic seemed to have overtaken ours."

The lunar princess leaned back on her seat and heaved a sigh.

"A dangerous set of powers in the wrong hooves..."

Celestia turned to look through a window, and took in the sight of a busy Canterlot.

"Only if we give her a reason to go against us. Which is less likely to happen if we tried to appeal to her. She could do so much for Equestria if we can get her truly aligned with us."

Luna raised an eyebrow as she took her own sip of tea, briefly blanching due to it having lost its warmth.

"I understand your goal of getting the upper hoof before any of these 'trials' occur, sister, but is it truly worth the risks that you are taking?

"She may claim that her motives are to help us, but what if she was lying?"

Celestia rested a hoof on the table and leaned forward, "The way she talked implied that she knows something about our past and the presence of the stored artefacts. I have a feeling she might have been present in the background for quite some time."

Luna tilted her head, "You are suggesting that she is as... old, as we are?"

It wasn't exactly a secret that the two sisters were ancient compared to your average pony. The way Midnight looked and acted around them showed the possibility of her being within their league.

The solar princess placed her cup back on the table to refill it. She then turned to her sister with a look of resolute determination.

"I don't think such things will matter for now. Whatever her age may be, Midnight may prove to be incredibly helpful in the coming years, and I will not squander this opportunity."

The younger princess looked down to her cup with a look of uncertainty.

"Very well. But please ensure that she is carefully monitored. While the binding incantation she conjured felt powerful, it may yet be another trick of her magic."

"Of course."

A plan was set in motion, and the future became less certain as a mare persisted to exist.

Author's Note

I think I went a bit overboard with this...

Here ya go, three chapters in, and we already have a 5k-er. My goodness.

While we did see the Royal Sisters' personal thoughts on Midnight this chapter, we'll see Twilight going bananas on the next, or perhaps even later chapter.

Since Midnight now has a base of operations, what should she start doing first? I've a few ideas, with a few involving a still-on-the-run Starlight.

If you want to share ideas on how this story should go, consider commenting!

Corrections and criticisms are more than welcome, I can't improve without those now, can I?
Have a good existence!
:)

"Remembered forever, the land of Equestria"