All alone

by BronyandProud

Rating: teen
Tags: Adventure, Dark, Romance, Tragedy
Length: 26608

Young changeling, whose the last of the hive, must learn to survive on his own

Hunted… thats whats happened to all changelings since the Canterlot Wedding they have been hunted endlessly exterminated even. It was merely a matter of time until they found the hive and destroyed it. Now a young changeling must learn to survive in the hostile world that wants nothing more than to kill her and burn the ashes

Published 1970-01-01 00:00:00 UTC
Last updated 2013-06-28 08:01:38 UTC

Invasion

A loud crash echoed through the hive waking everyling inside.

"What was that" the young changeling thought to himself

He heard banging a loud and explosion rock the very foundation of the hive. he decided to investigate the strange banging. He walked slowly and cautiously desperate to keep his balance on the shaking floor. As soon as he exited the tunnel towards the main hub the site horrified him. There was blood everywhere changeling running for their lives from these strange white creatures in golden armor. He felt something grab the back on his carapice and pull him back into a small alley.

"Don't go out there kid" a larger changeling said to the young nymph "those ponies are going to kill everyling they find just hide here and you'll be sa..." He began but a abruptly stopped staring in horror at something that was behind the nymph

The young changeling turned to see a tall white figure but unlike the others this one was much taller and had a horn and wings. The magenta eyes oddly struck fear into the young changeling. He noticed the creature was too large to fit through the small crack that formed the alley.

"Come out and your end will be quick" It said

"Follow my lead" the adult changeling whispered to the nymph "I won't make it out but at least you will no reason for us both to die"

They came slowly out of the alley way and once they were out they both backed up two steps from the figure. The adult suddenly lunged knocking it onto its back

"RUN!" He shouted to the nymph who did the only thing that he could and ran.

They had all been taught the emergency exits from the hive that where contaminated with large amounts of sulfur which prevented any living creature other than changelings to access them. He jumped out of tunnel and began to fly quickly towards the exit miraculously dodging the magical blasts meant to knock him out of the air. As he came in for landing a blast hit him directly at the wing causing him to hit the ground rather hard. He wasted no time in getting up and running as fast as he could down the hall. From a corridor perpendicular to his that magenta eyed creature suddenly appeared once again fresh green blood on her hooves.

"My my your a fast one aren't you" She said beginning to walked towards him

"Stay back Celestia" A voice yelled from behind the creature as she as pinned to the wall by the Queen Chrysalis her eyes blazing with fury "Run child run until you can't run anymore" she began pushed back by the strange creature "Then keep running" she finished kicked it off her.

The nymph ran past them and his stood and looked back for a moment  and saw Queen Chrysalis lunge at it only to be impaled on its horn. A sick slicing sound was heard as the horn removed itself from his queens chest and left her trembling and bleeding on the floor of the hive.

"Pathetic" Celestia said stepping over the body and approaching the child

Chrysalis's seemingly lifeless body jolted and  grabbed one of the creature legs "Celestia please my people don't deserve to die for my sins"

"They didn't have to follow the orders you gave them" Celestia said her horn beginning to glow with magic

"Celestia's he's only a child please where is your sympathy... your compassion i thought you were suppose to be kind" Chrysalis begged the blood loss weakening her further

"I need not explain myself to anypony especially not you" Celestia said tugging her leg trying to release the grip

Chrysalis had no other choice even if to only save the life of a single changeling it would be worth it. She bared her fangs and bit down deep into Celestia's leg. She began to feel very sleepy and unsteady.

"What have you done!" Celestia demanded

"The poison... will keep you... unconscious.... long enough.... for him to escape" She said between labored breathes

"You insolent....prepare to know true pain!" Celestia said turning and her horn began to glow brighter and brighter until the glow was all but blinding.

The nymph watched in horror as there was a bright flash and the sound of Chrysalis's screams pierced the air. When the light finally died down there lay a limp Chrysalis and a still rage filled Celestia who had turned her attention to him.

"You...will be.... next" She said collapsing from the poison that flowed through her veins

The nymph realized that he wouldn't get a second chance to escape the invaded hive and continued down the path. He constantly tuned corners to escape the strange creatures who were murdering his friends and family. tearing stinging his eyes as he went. He soon began to see light and as he ascended towards the surface he saw the full damage of the assault. The hives roof had completely collapsed in and the hive was burning and thousands of those strange creatures stood ready to murder anyling that came out the mainways.

He saw them t the same time they had seen him and soon a whole team of them had been after him. He ran outwards away from the hide away from his dead queen and the purple eyed monster, and away from the death murder and violence. He eventually lost them and soon came upon a forest like setting. He soon began to slow his pace to a slow walk as he observed his surroundings. The forest was dark and depressing and had an eerie feel to it that put the young nymph on edge. He heard a loud roar and whirled around to see a horrifying creature charging after him. It looked like a mash together of a scorpion and a few other creatures that the young nymph hadn't even heard of while he had lived in the deep caverns of the hive.

It lunged towards him and he promptly jumped backwards. He shot blasts of magic into the trees watching with a sly grin as the manticore looked at him with a quizzical expression. The next thing he heard was the loud crash and the shout of the manticore when the trees came down upon his head. Even changeling nymphs were tough nuts to crack. The manticore leaped forward and cut a long gash down the back of the changeling. The manticore lunged once more pinning the changeling and causing his chitin the crack and bleed under the weight. In a last desperate attempt the changeling gathered the majority of the power he had left and blasted the manticore full in the face. It was sent flying backwards and slammed with a crack into the rock. The changeling looked up and even through the manticore wasn't dead he could see that he had done very much damage to its eyes and it was probably blind.

The battle had left him drained of most of his energy and a slow walk was all he could manage as he fled from the manticore. He heard a soft rustling in the bushes and turned. Nothing was there so he kept exploring his new surroundings. His new world was extremely odd. For one thing there was a large white orb in the sky that seemed to light the entire expanse of land around him. For one small orb to be able to do all of that was mind boggling to him but he paid to no mind.

He came upon a strange building that he perceived to be a home of some sort. It was small and made of wood. The building seemed so alien to him being used to the cold rock on the hive rather than the, by comparison, softer wooden building. He heard a clicking sound and hid in the bushes as he heard a creak and the door opened. Out came a rather strange looking creature but then again he had lived his whole life underground so strange was a term he had decided to use relatively lightly.

It looked much like those things that had destroyed the hive but it was black with white strips or white with black strips he couldn't really tell. He could just barely made out a set of gold rings around its neck and right foreleg which he perceived as odd. He never thought gold as of much use seeing as it is weaker than most other metals and couldn't protect. He hadn't been able to grasp the concept of fashion over function. It seemed so strange to have something that was of no use. As he retreated further into the foliage he had stepping on a twig and consequently broken it. It turned it's head in the direction of the bushes. He could feel the adrenaline begin to pump through his veins causing a cold like feeling to wash over him. He had two choices either fight or run. He perceived both as pointless.

The fight even though this creature seemed to possess no magic seemed like a bad option considering the fact that his encounter with that savage beast had drained most of his energy. The running and hiding method didn't seem alright because his wings were only just beginning to mend and he wouldn't be able to fly. He sat motionless simply hoping the creature would think it was merely the local wildlife. He wasn't so lucky. It walked over to the bush and stared waited for the slightest tremor. He had no choice to was either run or die so he did.

He bolted out of his hiding place startling the creature and  causing it to fall backwards and the young changeling didn't even bother to look back to see if he was being followed at the moment. He ran down the path picking forks in the roads at random no thought to where he was going. He eventually turned backwards to see if that creature was still following him. It wasn't he thought that he had lost it on the way and was just about to return to exploring when he turned and saw a cockatrice staring at him. He hadn't heard of many creatures of the overworld but this one was infamous even to the changelings.

He had heard dozens of stories of one managing to find the hive and turning whole generations to stone before it was finally killed. He began to feel his hooves turn to stone. He turned around and bolted in the other direction moving as fast as his slowly petrifying legs could take him. Slowly and painfully each step grew more labored. He tripped over himself and unable to get up found himself at the mercy of this foul creature. When he turned to face his death there was nothing there.

Had he lost it in the bushes or did it merely enough toying with him allowing for hope to build and finally crush it with its mere reappearance. He turned over and saw the cockatrice dead pinned to the tree with an arrow through its chest. He could feel something behind him yet he didn't know what it was. He presumed that thing had killed the cockatrice and anything that could go head to head with a cockatrice and kill it was surely too powerful a force for a nymph to handle.

He struggled to stand or move his body at all when something tugged at his foreleg. His head turned to see that strange creature form not to long ago dragging him. Another flood of adrenaline shot through him as he struggled to get free. He fought aimlessly for about 3 minutes until he could feel the annoyance radiating off the creature. He saw a small flask filled with a strange clear liquid that smelled rather sweet. He could see it wet a small rag with some and cover its face. It pressed to on the young nymphs mouth. He held his breathe. If that thing had no intention of breathing it neither would he. Tried as he might he eventually needed to breathe and once he did he began to feel light headed and drifted off into unconsciousness.

_____________________________________________________________________________________

He awoke drowsily feeling quite off balance. From where he sat he tipped over and fell on the floor with an audible thump. He could barely made out  the outline of a black and white figure towering over him. He realized that his legs were bound with rope and began to thrash and tried to desperately tear them apart.

"Hold still!" A voice snapped presumably coming from the creature  in front of him "without a cure this stone could kill"

The young changeling stopped resisting after the sound hit his ears. Why did it care whether he lived or died?

"Why do you care?" he asked truly perplexed by her concern for his well being

"Just be happy i'm helping you one more second and you would have been through" It said rhyming its words which would have made the changeling roll his eyes if he could move.

His vision had completely returned to him by now and he could see the strange creature holding a glowing liquid in a bottle.

"now keep still" She said thankfully not rhyming

She walked to opposite side of the changeling and he suddenly felt a burning sensation as the liquid from the bottle hit his chitin. He screamed in pain an thought that he was to some degree on fire. He could feel the sympathy begin to radiate off of her. His horn lit up as he took in the prominent emotion it may have not been the most powerful or energizing of all but he was practically starving and he would take any he could get even pity was welcomed by a dying changeling.

"Arghhh STOP THAT!" The creature yelled falling over slightly "you little rat..." it began when he began to whimper

"I'm sorry i can't help it" He whimpered " You have no idea how bad one day can be" he said doing his best to lower his voice keeping in mind he was the one hat was tied up

It disappeared and after a short while reappeared with a small sharp dagger. The changelings heart nearly burst out of his chest while it walked towards him with it. He had seen it only once in his life back at the hive so much blood...so many dead changelings the mere thought was enough to send him into a panic and he began to cry. He heard a cracking like sound and suddenly found that he could move his forelegs once more another was heard and he could move his whole body. He noticed that the rock that had covered his hooves were now gone replaced once again by his midnight black chitin. He turned and saw the creature with a doubtful expression on her face.

"Oh really" It said "try me"

After about six minutes of running through every chilling detail of the attack and Chrysalis's final words and sacrifice he and the creature that had saved his life were now both crying. He cried and was nearly completely sure that he was the last changeling of the hive left alive. He could feel the sorrow and sympathy flowing from her. He knew not why she was crying over his misfortune but then again many new things of this world had boggled his mind. Many strange things that he couldn't understand sympathy and compassion both which he had seen yet couldn't understand but where now thankful that they existed for he wouldn't have survived without them.

" I'm all alone" he said tears once again stinging his eyes " I'm all alone!" he cried curling into a small black ball

"Not anymore" The creature said hugging the young nymph

Normally he would have bitten or attack anything that even made contact but he simply didn't have the will to fight or the need. He was lead by the creature into a small room that had many curious looking objects none of which had even been heard of by the young changeling. He was told he was allowed to stay for as long as he wished as long as he didn't cause any trouble.

He heard the door shut and laid down on the floor and went to sleep completely exhausted from his long and hard trip. The door slowly creaked open and the nymph was found lying on the floor. Zecora sighed and put him over in the bed and draped the covers over him. She blew out the candle and went to bed

_________________________________________________________________________________________________

The young changeling awoke to the barren landscape of the wastelands and squinted. He turned behind him to see his old home in all its glory. He began running towards it. He noticed the closer he got the worse and worse it began to look. He stopped directly on the ridge above to see it burning and crumbling apart at the scene. He gliding inside through the collapsed roof strangely no changeling were to be found not a single once.

He heard a piercing scream echo through the hive and flew towards it. He entered a familiar hallway and saw Queen Chrysalis lying there bloody and limp. Something seemed to click and he turned to see darkness down the other side of the hallway and two magenta orbs staring persistently at him. He bolted for the exit with the darkness consuming practically everything right after he had passed it.

He barely made it out of the hive just in time to see it consumed in black.But it didn't stop there it began spreading outside covering the entire wasteland in black darkness.  He began to run but couldn't for some odd reason. His feet were stuck to the ground and he could merely watch as his home and everything he had ever known to be washed into the dark void of blackness that had ensnared him. He could see out of the darkness an ominous pink glow.

"Keep away from me" He yelled

"..." no response but the echo of his own voice

As the glow grew brighter and brighter it seemed to come closer as well. the young changeling shut his eyes tight.

__________________________________________________________________________________________

"Leave me alone!" He screamed his body jolted awake his heart feeling ready to burst forward from under his chitin.

He found himself trembling and looking around the room and breathed a sign of relief. There was a faint glow illuminating the dark room. To anyone else it would have seemed pitch black but to him he could see clear as day. He was still shaking yet he didn't know why and he could help beginning to cry and he thought over every aspect of the dream and how it felt so life like almost as if he was seeing real events through someling's else's eyes. It felt absolutely horrifying.

That same creature burst through the door and walked to the crying changeling side looking rather distraught

"I heard a scream was it something you've seen" It asked. This time the changeling didn't mind the rhyming as he was too distracted by a faint buzzing in his head.

He could sense something although he wasn't sure what it was for some odd reason he just had to find it. He got up and starting to wander the room as he got closer to the door the buzzing began to fade. However when he got closer to the window the buzzing increased in volume. He opened it and jumped out and looked around all the while the creature calling to him.

"Hello?" He said the echo sounding softly through the forest. The buzzing shot to an uncontrollably level and he began to lean slightly before it quickly died down going back to its previous level. He took a few steps into the eerie forest that filled him with a deep feeling of dread and some oddly enough hope and felt the buzzing increase. He heard light hoofsteps behind him and turned to see that strange creature following him. He didn't mind. It took him a while to get the hang of this buzzing thing that was leading him towards something he felt was important.

came to the bottom of a cliff with a small cave inside. The opening looked like it would be hard for even a nymph to squeeze through. He looked around for something that looked fairly small and noticed some ants lying on the ground. He focused on the image and in mere moments green fire had surrounded him and he shifted his form. He crawled through the space and dropped the disguise of the other side. The room was rather dim but he was still able to see much including a black figure lying on the ground.

The black figure was small and shaking as he approached. He stepped on a twig and saw the figure shake slightly trying to stay hidden amongst the darkness. He felt the buzzing in his head grow with each step. He poked at it at which point the buzzing subsided completely leaving his head rather clear.

"Hello?" He said in a soft voice being careful not to startle what ever was lying there

"Who...Who are you" The creature asked begin to crawl away into the darkness

He had to think fast.

"It's best i put up a disguise just in case" He thought to himsel

He began to run through a series of disguises that he had thought of during his travels through the dark forest. A ring of green fire surrounded him as he changed. He changed himself into a gold-coated colt that had a dark-blueish mane that was the color of sapphires and tail with a horn and kind platinum eyes that sparkled even in the dim light. Slowly approached the creature making sure to keep at least legs reach away.

"Who are you" The voice asked again sending a shiver of panic up his spine

" I need a name darn it" He thought to himself " Dawn...no Midnight yes Midnight...Midnight Fury perfect" He thought to himself

"My name's Midnight Fury" He said " Who are you?: he asked

"Mine is Dawn Star" The voice said a very small version of those creatures said poking its head out of the shadows

It had a yellow coat and he could see a small blunt horn just barely poking its way out from behind its violet hair he also noticed the small lines of blue than ran through her hair. He also noticed that the creature had soft red eyes that barely shined through the darkness they were striking with an odd hypnotic effect and almost beautiful. He was about to take a step closer when he noticed a dark red substance streaming its way from the darkness and seemed to be coming from Dawn Star. He walked over be side it and noticed a large gash running from its shoulder all the way down to its hoof revealing all the muscle and bone beneath the skin.

He felt a not in his stomach and thought he was going to pass out but nevertheless he needed to figure out a way to get this thing out of here and get it some help. Even though he was merely a nymph even he knew that making merely one friend was enough to survive it was the second thing his was taught he was first taught his shapeshifting spell and techniques. He could feel the desperation,fear, and uncertainly radiating from her and used it to fuel his power.

He knew that he could take to much or else it would most certainly either die or simply be left an empty shell but if he took too little he would have used up all of his energy for nothing. He began to siphon the energy from the creature and charged his horn in preparation to break through the wall. Once he felt like he had enough power he immediately stopped sucking the energy away and blasted a large burst of magic towards the cave wall. It burst open in a fury of sparks and flames.

"Can you walk on that leg" He asked turning to see her backed over in the corner of the cave

" I think so" She said quietly

"Follow me" He said beckoning her to follow him

He took note of how she limped with every step. As they emerged Zecora was about to say something but Midnight shook his head no. They walked silently through the forest until they heard a rustle in the bushes and another manticore came out of the bush. IT seemed to be completely focused on Midnight and began to circle him slowly.

"Go" Midnight Fury said "I'll handle this"

"but.." Dawn Star began to protest

"Go!" He shouted a wave of red washing over his eyes

The manticore pounced and all that could be seen while they were running for there lives were a series of flashes that only grew more and more faint the further they went.

"Were not just going to let him fight that thing are we?" Dawn Star asked

"Midnight will be fine he is young but he will not die" Zecora said reassuringly

"I'm going back" Dawn Star said turning around and beginning to walk

Zecora pretended not to notice. She had tried to warn against it but there was no use of keeping a fool from her folly she could only hope that she makes it out alive.

_________________________________________________________________________________________________

The changeling looked upon the black body of what had once been the manticore, burnt to little more than charcoal. A green flame passed over him and he became Midnight Fury. He noticed a painful burning sensation and realized that even this form was damaged. He began to walked and nearly stumbled over. His legs felt almost as if they were stone but alas there was no cockatrice in sight. He tried to walk but fell over. He tried to get to his hooves but inevitably he was completely immobilized. He lay there shivering in the cold night air

"I'm going to die here" Midnight said quietly to himself

He felt the cold icy fangs of death begin to tear through him and waited for blissful release.

"Midnight!" He heard a shrill voice cry

He heard loud tapping as a pair of hooves approached tapping the cold hard ground. He could feel his consciousness slipping from him and gripped it with all of his will.

"Stay here i'll go get help" Dawn Star said as Midnight began to hear loud hoofsteps that soon began to fade to light tapping until they disappeared completely leaving Midnight Fury cold and alone.

He used what was left of his strength and began to crawl slowly towards the cave he crawled slowly through the opening and curled up on the ground and fell asleep. He was awoken by three pairs of hooves one pair making light tapping sounds and the another making a much louder sound yet the last pair made an even larger sound

"That must be Dawn Star" He thought to himself "But who are those two with her mainly the loudest one?" He wondered

He opened his eyes and looked up to see an all to familiar filly staring down at him. As his slightly blurry vision cleared he could also see a white stallion in golden armor with a sheathed sword at his side. If those two were the lighter pair he dared not look over to see the last one. Nevertheless his curiosity got the best of him and he looked over to see a tall figure with purple eyes,wings, and a horn. Midnight felt a explosion of adrenaline surge through him as he looked over at her. She was there the day he lost everything, she killed Queen Chrysalis and he'll never forget the last words she said to him "You're next" just the thoughts sent a chill up his spine and his pupils widened to the size of plates. He began to hyper ventilate. His entire body began to tremble.

"Are you alright Midnight" Dawn Star asked

"..." nothing but silence was offered as a response

"I think he's in shock" the tall white figure said

Midnight began to relax as he realized that if she hadn't killed him by now she wasn't going too.

"It must be this disguise" He thought to himself not daring to let a word escape his lips

" Then should we escort him to the hospital your majesty" The white stallion asked

"See to it" It responded

"Can you walk" the guard asked

"I think so" Midnight responded shakily getting to his hooves

Then began to walk. Midnight began to think to himself. He needed an entire identity he needed something to go on. He needed a thousand lies and a this good disguise. He slightly chuckled to himself at his apparent rhyming. He was glad it went unnoticed by the others or maybe they had just chosen to ignore it. They began to walk through a town and he could visibly see the ponies bowing in the presence of the tall white figure that led him.

He didn't need an explanation he already knew that she was a leader of some sort possible a queen amongst her people. He was led into a small building and was politely asked to take a seat. He laid there for what felt like hours until he was awoken by a short white figure with a mane and tail of pink.

"are you awake" It said in a soft voice

"huh what?" Midnight said raising his head and looking around

"The doctor will see you now" It said leading him down a brightly lit hall

When they turned a corner he looked back to see a more dim hallway down the other side and he heard a soft clicking and scratching sounds coming from it. He followed it into a small white room filled with cabinets, a desk,and a small strange contraption in the center of the room.

"Take a seat on the bed the doctor will be here soon" It said

"Bed?" Midnight asked "What's that"

It eyes went wide eyed for a moment "That in the center of the room"

"ohh" Midnight replied sitting on it. It felt pleasantly soft unlike the usual sleeping places in the hive

"I must report this to the doctor" It said turning to leave

"Report what?" Midnight asked

"err...nothing just wait for a moment" It said before leaving

After a few minutes  he heard a click come from the direction of and a brown stallion came in dressed in a white coat glasses and a clipboard

"Alright lets see here" He said flipping the pages "oh my" he said his eyes widening "Um have you suffered any recent head injuries?"

"i'm not sure" Midnight lied

"Alright" he said with a sign flipping through the charts "Have you been in any dangerous situations lately wher its possible you hit your head?"

"Well i have killed two manticores today and had to blast my way out of a cave" Midnight said

"k...k... Killed TWO manticores" he repeated his pupils shrinking

"yeah" Midnight responded rather causally

"Have you sustained any known injuries from the attack" the doctor asked

"I got a bad cut on my back but it doesn't really hurt much anymore" Midnight said

"Alright whats the last thing you remember besides the attack" the doctor asked

Midnight though back and pulled a collection of memories "Darkness, streaks of light, and a strange pale glow" He answered

"Alright then.." the doctor said and began asking him various question of little importance to him

"Can i go yet?" Midnight groaned impatiently

"Almost now we need to know where your parents are" he said

Midnight went completely stiff he remembered the hive, the smoke and smell of blood, and his dead queen and mother's body lying limp on the floor of the hive bloody and her face filled with fear. He began to tremble and tear stained his eyes and blood slowly found its way into his eyes making them red and bloodshot. He was sobbing so violently and uncontrollably he didn't even notice the tall white figure that was standing in the door way a single tear streaming down her face.

"My goodness" it said the loud taps on the floor echoing like the despair that resonated from him so powerful he could feel it without even being in his changeling form.

"shhh its okay" it said wrapping a wing around him a gesture that chilled him to the bone

"The blood" He said "It was everywhere and she lied there bloody and in agony and i couldn't do a thing to help her" he said and he felt the wave of despair come from her which he took in glad fully.

"You have no where child?" It asked

"I'm all alone" He said another tear streaming down his face

"Not anymore" It said holding him tight

"Thank you" he whispered

One fateful night...

Midnight quietly stood guard next to another stallion in the same golden armor he wore. It had been 10 years since Celestia had brought him to Canterlot and raised him as her own. They were in the middle of just another night. Most of the guards were talking and not taking their position very seriously. Midnight, however, was standing guard directly where he had been told. He took his position much more seriously than the other guards.

Although he rarely thought about it anymore his natural changeling instincts could sense hatred and spite in the air and he responded as and well minded creature would have. By staying alert and on guard. A slight snapping noise echoed as a bolt whirled through the air towards Celestia. With one quick swing Midnight cut the bolt in half barely even flinching. After a few moments there was nothing but dead silence in the throne room.

"Show yourself coward!" Midnight shouted his voice echoing off the walls

He heard another snap followed in rapid succession by another both at different volumes. The one that cane from the corner was met with a slash from the sword butting it in two pieces. The other however plunged its way through the center of Midnight's back and a stream on blood began to pour out. The guards sprung into action and created a circle around the throne making sure no part was left unguarded. Midnight began to twitch on the floor.

He felt an odd tingling sensation begin in his back and spread to the rest of his body. A mind splitting headache came upon him as he was barely able to keep conscious. He saw a bright flash of light come from above him and felt a slight tremor in the ground letting him know that they had found the attacker.

He saw green lights erupt from around him and his whole body was soon consumed by them. In his blurred vision he could make out looks of disgust and shock on the guards faces. On his former friends face he saw nothing but pure hatred. He could see, it smell, it and feel it ensnare him. He hot to his hooves and bolted towards the door but soon found it shut and came to a screeching halt.

He felt something hit him on the head hard and he collapsed onto the floor and blacked out. When he awoke he had found himself in chains in a dark place. He felt something warm on his hoof and looked down to see red. HE breathed a sign of relief that the blood wasn't the green on changelings. He heard soft taps of hoofs on stone and as they repeated they grew louder and louder until his former friend Celestia appeared descending the stairwell.

He looked at her... she looked at him. Nothing needed to be said they had already known what the other was probably thinking and had accepted it.

"Midnight.." Celestia began "or is that even your real name"

"There never was a Midnight Fury" the changeling said "Changeling don't just steal other creatures looks we can make up our own" the changeling said slightly aggitated

"Why?" Celestia asked

"Why what?" it responded

"Why have you been acting so... normal" Celestia asked

"Elaborate" the changeling said

"You don't seem like other changelings you have no lust for power and you don't seem to steal emotions" Celestia explained

"Incorrect" he interrupted " I have i just distribute it equally amongst my aquantinces as to not harm them

"You tried to protect me why?" Celestia asked

"..." Nothing but soft taps filled the room as Celestia carefully approached the changeling

"Why?" She said

He turned to avoid her gaze for some reason it always made him tell the truth something he hated "It was all part of the act" He responded

"Look me in the eyes and say that Midnight" Celestia said

He looked into her eyes and opened his mouth but no words came out and he quickly shut it

"Tell me why" Celestia demanded

"I'd rather rot here in the dungeon for all eternity" Midnight growled

"That could be arranged you know" Celestia said not even a hint of a smile gracing her stern expression "Last chance...WHY?"

Midnight snapped "I DON"T KNOW" He shouted the words echoing off the stone walls

Celestia stern expression changed into one of confusion "What do you mean by that what were you even thinking?"

"Thats just it" Midnight explained "I didn't think i just moved" He said

"That shot took away your magic" Celestia said "Faust knows what would have happened if you hadn't been there"

Midnight laughed slightly

"Whats so funny" Celestia asked

"We'll your just getting to know the real me but now you sort have to cut my head off" He said sounding slightly insane to both himself and Celestia

He heard a click and the chains that held him into place. Before he had time to ask questions she hugged him and wrapped a wing around his small body.

"Come follow me i need to show you something" Celestia said beginning to ascend the stairs

He was lead up the stairs and into the main hallway and too a guarded door. The guards stepped out of her way once they saw Celestia but stared daggers at Midnight. He was lead down the pathway to a crossroad with two doors at the end. One bearing the Insignia of Celestia and the other of Luna that strange blue mare that had always creeped him out her stare in his mind was worse than her sisters. It didn't just make you tell the truth it made you say just about anything she wanted him too it was scary how little control he had over the situation. She shot a beam of magic towards the door bearing the sun insignia and it slowly raised with a loud scrape of stone. He was lead into a rather  dark room with a simple book in the center of the room he couldn't see much else.

"Midnight" Celestia began

"Yes?" Midnight responded

"For thousands of years a there have been not 3 lines of defense in Equestria but 4" She said her horn litting the torches and reavealing the entire room

It was filled with paintings of various creatures some of which he had never seen.

"There are the walls, the soldiers, and us" She said in a rather causual tone " But even if myself and Luna failed there was still one last hope. A powerful soldier that contained both powers of light and darkness the ultimate balance. This soldier could once given the title and powers could bend time and space to his will. He could command fire, earth, the very air you breathe and hold the power of frost in his hoof or claw or whatever" Celestia said seeming to loose herself in what Midnight though of as a history lesson

"But there were certain qualifications"  Celestia began " They must have experienced a great sorrow in their life, they had to have been trained form birth to kill and show no mercy, they had to be one of the most trusted allies of either Luna or myself or even both of us, and most important of all they must have had to been a former enemy"

The last requirement had stunned Midnight "why in the world would you require your most powerful ally to be a former enemy?"

"Because if you can turn your worst enemy to your side then its very unlikely thew will betray you twice" Celestia said

"And you want me to become this supersoldier like thing" He asked

"Yes but be warned this position will have more danger than you could ever imagine" Celestia warned "You may not survive your first mission"

"I'll accept those risks" Midnight said

"Very well" Celestia said her horn lighting up

When the light finally died down he saw that not only Celestia was in the room but Luna as well.

"It's time sister?" Luna asked

Celestia nooded and both their horn began giving off a powerful glow.

"Please don't move Midnight" Celestia said "We'd hate to blast you apart"

"Wait what?!" Midnight began as he was hit two powerful beams of magic

He felt pure power course through his veins. He felt his muscles bulged and he felt completely energized. He felt something that could only be described as ascension into something like a god of some sort. He felt invincible like he could crush any threat no matter what the odds. He closed his eyes an the endless expanse of space greeting him in the darkness of his mind. His consciousness began to expand and sweep over every creavace in the universe. He felt the planets, moons, and stars and he felt their perfect harmony.

But he felt something leave him, something important, something beings were not meant to live without.It made him feel peaceful at his very core and promised to protect this divine balance. As if responding to him he felt a surge of energy enter him almost as if the universe had imbued him with the power to fulfill his promise.  As the last of the energy poured into him he felt a pulse and he opened his eyes to see Luna and Celestia looking down at him with a concerned look on their faces.

"How do you feel" Celestia

The changeling rose to his hooves a blank expression on his face "Fine" he said bluntly "What now"

"Training" Celestia said as her horn lit

He saw a beam of light hit a side wall and it slowly slid down to reveal a vast world. He saw forests,plains,clouds, dragons, manticores, and all sorts of creatures.

"What now?" He asked

Celestia shoved him into the new world and the door began to close

"Survive for 3 months then you will be worthy" She said as the wall closed with a bang

The changeling turned and kicked where the door had been only to discover that it was now merely air. He looked out into the world before him and signed

"This is going be good" he said as he began to walk

Training the Perfect Soldier

The changeling sat patiently stalking the small rabbit that was springing gleefully across the forest floor. It inched closer and closer then in a flash he pinned it under his hoof. His horn lit and within moments the rabbit was dead completely drained of all life. He tossed it aside without a second thought. He walked over to a dense tree that had about 89 markings in it and he took a sharpened rock from the side and added another.

"That's all 90 days" He said turning and walking to the fields.

There he waited. He soon heard the sound of grinding stone and looked to see a piece of stone rising into the air revealing a tall white alicorn that now seemed a mere distant memory.

"My my your still alive you are a skilled one" Celestia said beckoning him

"Thank you" The changeling replayed and received a strong smack across the face sending him flying backwards

"You are not to say a word until training is over understood" Celestia said in a stern voice

".." the changeling merely nooded walking off the pain as he followed her back through the door

He was lead into a very different looking room than before. It was now lit with strange glowing orbs and the floor was lined with tablets of pure white.

"Midnight" Celestia said "This is where you shall be trained and i have the perfect teacher" she said as a black and red pony stepped out of the shadows

He carried a long scythe on his back. It seemed to heavy a weight for the pony to carry but it seemed as if he barely even noticed it.

"Blackheart" Celestia said with a beaming smile "Just in time"

"So this ones the new assassin" Blackheart said eyeing the changeling

"Assassin?" Midnight said only to be answered by a smack across the face

"Nice going" Celestia said looking slightly irritated

"Oh i see" Blackheart said a grin creeping its way across his face "She didn't tell you" Blackheart said "You will not just be a protector of Equestria but you shall also be its greatest weapon for years ever since the changeling attack on Canterlot there has been a secret order to protect Equestria and vanquish its enemies. They have many names the High Council, Guardians, and some others. First there are the signalers they are merely like a wake up call telling you where to go and who to eliminate. Then there are guardians they protect strictly Equestria and are most often in groups but unlike guards they have the insatiable appetite to kill. And finally there are the Assassins the most highly decorated of the group, they are the most trusted ponies in Equestria sworn to secrecy about their mission. They are quick cunning deceptive, they are hand picked by myself,Princess Celestia, and Princess Luna. You Midnight Fury are sort of the king of the super soldiers called a Spartan the name comes from and old game that a friend of mine used to play he had said something about before his apocalypse and moving pictures a queer sort of thought but never mind that, Spartans are well imagine this take all the power Luna,Celestia,and myself have and multiply by the amount of power the elements of harmony have and that is merely about one tenth of it" He said "You will be trained to be something of a cold blooded killer, your only priority will be the mission at hand not the amount of casualties and what not, and finally you shall do exactly as told no if ands or buts about it understood"

"..." the changeling stood silent and nodded

"This ones smarter than the others  Celestia" Blackheart said

"Put him to good use and make sure to keep this one alive unlike the others" Celestia said  walking away and ascending the steps

"Alright kid come at me with all you've got" Blackheart said tossing him a sword

The changeling picked it up hesitantly and looking at him with a sort of questioning look and Blackheart came rushing at him and swung his scythe cutting a large gash just under the changeling's throat. He jumped backwards and howled in pin before Blackheart came at him again knocking him backwards with nearly bone crushing force into the wall and a loud thud echoed through the white room.

"Get up and fight!" Blackheart shouted as he leaped into the air and brought his scythe down to spite the changeling in half.

Midnight became angry. He took the blade in both hooves and stopped Blackheart's attack dead in its tracks. Blackheart kicked Midnight's blade causing it to dig slightly into his skin but he barely noticed with the pounds of adrenaline that had already begun to flood his system. He came at Blackheart before to had even landed knocking Blackheart off his hooves and sending him flying as Midnight rushed him.

This went on for quite sometime until Blackheart finally decided end it. He came at Midnight with full force and in a flash of black light transformed into the king of hell. His appearance so gruesome and frighting it should have caused Midnight to falter but he didn't.

Blackheart lunged and Midnight dodged and caught him by the throat and threw him in the opposite direction nearly snapping his neck. Blackheart tried to defend with his scythe as Midnight launched himself upon him cutting with his sword and punching him with his hoof even worse than a rabid timberwolf. Midnight raised his sword to finally execute his enemy and looked upon Blackheart's bloodied face and remembered who he was fighting. He stopped maming Blackheart and the stallions expression turned angered.

"What are you waiting for?" He asked "Finish the fight"

Midnight paused. Blackheart wanted him to kill him but he just couldn't do it. A sudden kick sent Midnight flying across the room crashing into the floor with an audible crack. He stood up dazed only to find that Blackheart was gone from sight. He felt a burning pain suddenly explode in his back and the sound of flesh tearing. He felt himself lifted off the ground and looked down just long enough to see Blackheart and his scythe digging to his back. He screamed as Blackheart brought the scythe down at a sharp angle to the ground and Midnight's head exploded with a nerve shattering pain. He was gasping for breathe as it had pierced one of his lungs. He crawled loosing blood quickly and weakly shouted up the stairway.

"Celestia help me!" He screamed and felt something grip his neck and he soon found himself once again crashing into the wall a bloody shaking mess.

"Get up...and fight!" Blackheart shouted to him.

Midnight stood weakly on his shaking hooves ready to collapse at any moment. Blackheart charged him impaling him on his horn and taking him with it slamming into the wall as blood poured from Midnight. Midnight began to feel sleepy and dazed. In a last ditch attempted Midnight looked for the sword and found that he was miraculously still clutching it. He kicked hard causing Blackheart's horn to remove itself from his chest as blood poured to the floor he charged Blackheart and instead of taking him head on he stopped to duck under Blackheart and then counter-attacked stabbing his sword directly through Blackheart's chest causing him to cough up a good amount of blood on to the floor. One last kick sent Blackheart 's body flying through the air and landed with a crack. Midnight suddenly fell over from the loss of so much blood. He heard the soft taps of hooves on stone and then two separate slicing sounds. He could see  a white blur standing over him and then darkness.

_______________________________________________________________________________________________

Midnight wasn't exactly sure where he was. He could just barely make out the room he was in. He was lying on a whiteish-red bed,he didn't even want to think about where the red came from,and he could feel the various needles and different contraptions hooked up to him. He could hear a soft beeping that seemingly synced with his own heartbeat increasing in speed when ever his heart did. He could feel the tight redish white bandages that were wrapped tightly around his wounds.

He looked over to see Blackheart in a much worse state. Not only did he have all that he did but he could also see that he was staring seemingly mindlessly at the ceiling his pupils the size of pinpoints. He heard a creak as the door opened and in walked Celestia in her usual elegant manner and walked directly over to Blackheart. He heard a loud sigh as she turned to check on him when she noticed he was awake and a smile stretched across her face.

"Are you alright" Celestia asked caring. For as long as Midnight could remember Celestia had been like a mother to him. She had always been by him,with him as long as he dared to remember.

The memories of her made him feel so peaceful until he trekked deeper into them. The hive, the blood, all the dead changelings. Thousands of his brothers,sisters and his own mother all taken away by the one he held most dear to this day something that had barred him for so long from actually feeling like she cared about him the memory burned inside and had cultivated itself deep within the recesses of his mind the hate,spite,and agony one day waiting to be released.

"Midnight?" She said worridly as he was staring up at the white ceiling much like Blackheart seemingly lost in a maze of his own thoughts.

"Yes Princess just a little ruffed up is all" He said trying to sit up. He felt a burning pain rip through his body and he screamed in pain no matter how much he tried to suppress it.

"Don't do that" Celestia said gently supporting Midnight's back and laying him back down "You'll hurt yourself even worse i don't want anything happening to you" Celestia said

As Celestia began to leave the room he began to think back to the day that the hive was destroyed and he lost everything.

"Um Princess" Midnight said nervously "Can i speak with you about something"

"Hmmm" Celestia said turning around and walking to the side of the bed "About what?"

"The day.." Midnight gulped loudly "That the hive was attacked"

"..." there was dead silence as both of them went completely stiff

"Uh...er...very well i suppose..." Celestia said visibly becoming worried

"What happened there i can't really remember it all i was so young" Midnight said his voice shaking

"Well..er...after the attack on Canterlot the ponies of Equestria demanded...ummm...retribution for the actions of the changeling queen. That is when we invaded the hive. We originally only meant to take her prisoner but she had the changelings attack. When they began to flee for their lives i tried to calm down the troops but there was just to much chaos to stop them" Celestia explained as gently as she could

"But what about Qu... when Chrysalis was killed and you almost killed me too you said your next what was..." Midnight paused his eyes went wide at the sudden realization at what he had just told Celestia, the pony he thought of as his mother, that she nearly had killed him.

"I...er...i" Celestia studded unable to find an answer. She suddenly took Midnight in a firm hug and he felt tears begin to drip from her face onto his coat "I'm so sorry"

Midnight began to cry as well. He never could stand seeing Celestia ,his sort of adoptive mother, upset "It's alright i forgive you" He said

"How can you forgive me after something so horrible" Celestia sobbed

"Why does the wind blow? How many numbers are before infinity? Its just one of those things that just is Princess why we may never know" Midnight said confortingly

"Midnight do you ever wish that you could just do something over again or just to make something right" Celestia asked looking out the window out to the orangish horizon.

Midnight sighed "All the time Princess....all the time"

____________________________________________________________________________________________

1 month later...

"Are you ready for your final test Midnight?" Blackheart asked

"Yes sir" Midnight said

Blackheart looked upon Midnight Fury with pride. His constant harsh training had made his stronger, better, faster, stronger the truly perfect soldier.

"Alright you are to jump from here down to that building,slide down the pole onto the room and then jump from building to building all the way avoiding the pegasus guards that i'll be sending after you" Blackheart explained

"Wait pegasus guards that's not even fair" Midnight complained receiving a hard smack upside his head

"War is rarely fair" Blackheart said a mischievous smile stretching across his face as it was his trademark and shoving an unprepared Midnight off the palace ledge

Midnight felt a surge of adrenaline run through him and he quickly gained control of himself effortlessly gripping to top of the building and sliding down as inspected. He saw pegasus guards begin descending from the tower and were handed swords from Blackheart. Knowing him he probably poison tipped them as it was his way of pushing him to do his best Blackheart turned and nodded to Midnight confirming his suspicions. Midnight bolted as he pegasi guards descended to tower.He quickly turned directions as an arrow landed in front of him.

"He's really going all out this time" Midnight though to himself

He came to the fend of the building and jumped diagonally with the guards following close behind. There he grabbed onto a rope he had seen and swung sharply to the building on the other side causing the some of the guards to crash into the wall while the others continued chasing him. One the guards sped ahead and tried to block off his escape route.Midnight jumped over him and just as he had expected two others came at him from both sides.

He turned head down and made his body into a straight line towards the ground flipping over at the last minute and landing with a loud smash. He heard a thud as the two guards presumably crashed into each other while the one remaining guard took chase. Try as he might he simply couldn't shake that one and then he had an idea.

He stopped and turned and as soon as the guard was about to strike Midnight lit his horn as brightly as he could temporarily blinding the unsuspecting guard long enough for Midnight to jump down from the building and disappear into the crowds of Canterlot.

He walked over as if nothing had happened over to a vendor and took out some bits from his saddle bag. He wasn't at all surprised that Blackheart looked up at him and spoke quickly.

"Very good" He said in disguise "Now i have instructed the guards to keep a watch for you and you must infiltrate the castle and manage to make it to the throne room without raising an alarm you will have to do this many times in your travels now i have intercepted a return letter for a meeting with a pony named Twilight Sparkle. Her meeting is set at approximately 5 minutes from now, She is Celestia's personal student and does nothing short of idolizing her mentor, she is very organized and is always prepared for just about anything, she very much enjoys books and making lists blah blah blah... here transform into the mare in this picture and use what I've taught you to gain more information if you need it now go this is you most important task yet if you can do this we can begin phase two even faster" Blackheart said quickly noticing the guards searching the area and not wanting to mess up his students test

Midnight trotted away into and dark alleyway and concentrated on the picture and green flames engulfed him. He turned and stared into a small pony. The resemblance was uncanny not a flaw in the design of his disguise. He checked the flank of his new disguise to ensure that the mark was there and it was. He trotted out into the street and blended in with the crowds. He trotted towards the castle and was stopped by the guards as all guests would be.

"State your name and business" One said

"My name is Twilight Sparkle i'm here for the meeting" the fake Twilight said as Midnight mentally breathe a sigh of relief as he had just barely remember the higher voice

"Enter" one said as the crossed spears parted

Midnight entered the castle and ascended the stairs when he was stopped by Shining Armor a stallion he had come to know well.

"Twily" he said giving Midnight  a rough pat on the head "how have you been"

"Good" Midnight answered

"hows live been" Shining Armor asked

"Pretty quiet lately" the fake Twilight answered

Shining Armor squinted "Somethings different about you" he said sending a chill up Midnight's spine "have you grown since the last time i saw you"

Midnight just noticed that he and Shining Armor were nearly the same height. He mentally kicked himself. He had forgotten that the females of this species were normally shorter than the males.

"Um..er...sure i guess" the fake Twilight said stammering over her words "I have to go i can't be late" she said nearly running away

Midnight turned a corner and saw Celestia walking down the hallway. She thankfully hadn't noticed him as he slipped back behind the wall.

"Guards you are not to let anyone inside understood?" He heard her said

"Yes mam" he heard a low voice respond

Midnight in disguise turned the corner and approached the two guards standing at the door.

"Halt the Princess is not to be disturbed" one said

"Really?" the fake Twilight said innocently "i thought i was on time" she said rummaging through the bag and skimming over the letter to make sure that she wasn't late

"Something important has come up Twilight Sparkle it is of the utmost importance" the other said looking up to revealBlackheart's smiling face hidden from the other guard by the slightly longer helmet he made himself

the fake Twilight returned his smile "very well" she said walking off

The faux Twilight turned the corner and looked around to see if anyone was watching and green flames flickered over him as he transformed back into Midnight Fury. His glowed brightly and with a flash of light he was gone. He turned the corner to test the spell he approached the guards and they did nothing. The spell had worked he was invisible. He found a window and climbed out it and began to slowly move across the ledge trying not to look down.

He came to a corner when he stopped for a moment to rest his concentration failed and the spell dissipated causing a nearby guard to spot him. He used his magic to grab him and throw him to the wall. He pinned him down and took some chloroform from his saddlebag he quickly soaked a rag with it and pressed it to the stallions face. Within moments the pony had stopped moving and was unconscious.

Midnight resumed the spell and with a bright flash was once again invisible to the eye. He moved silently until he came to a clear window. He looked in to see that he had made it to the window directly behind the throne. He looked in and saw something that broke his concentration completely.

Celestia and Blackheart were fighting. He saw a large flash of light come from Celestia's horn and the window itself completely shattered and Midnight retreated just in time to avoid the sharp spikes of glass. He jumped through the window and managed to grab onto one of the beams that supported the room.

He gripped it tightly and moved slowly along the ledge by his front hooves while his back dangled uselessly. He scooted along until he found a larger ledge and pulled himself up onto it careful not to make a sound. He dropped down silently behind the throne and looked around the end to watch the battle.

"You traitor" Celestia shouted as a large blast of magic fired from her horn

"If betraying a tyrant is a crime then i'm a criminal" Blackheart said from a spot about 50 ft from where Celestia had fired her magic

Midnight saw Blackheart look over towards the throne and he could have sworn that he saw him as he dipped back behind the throne. Midnight Fury had a choice; to either protect Celestia or help his mentor Blackheart. He jumped back up to the platform and jumped. He pinned Blackheart to the floor and with a powerful punch he knocked Blackheart out like a light.

"M..mi...Midnight" Celestia said stumbling over her words "Why did you just.. how did you...."

"It's alright Princess he out cold" Midnight said glancing over to the unconscious Blackheart

"That fight was simply for your test Midnight you weren't actually supposed to... uh oh" Celestia said staring at something behind Midnight

Midnight turned to see Blackheart looking especially grim. He lift Midnight off the ground with one hoof.

"Midnight..." He began looking ready to rip him in half "That was....AWESOME!" He said putting Midnight down "I've taught you well soldier" He said patting him on the back "Are you ready for the stage two?"

"Yes sir" Midnight assured

He felt a sharp pain in his arm and winced at the feeling. At the site he began to feel a slight sting and then very sleepy. He fell onto his knees and struggled to stay awake. He eventually succame to the effects and fell into unconsciousness.

He awoke to see doctors in white coats stained red making constant cuts in his body. The pain hit him and he screamed and attempted to free himself but found restraints binding him to the bed. He saw Celestia run over the the side of the bed.

"He's awake get the anesthetic now!" She shouted to one of the doctors who handed her a small bottle. She sucked some up in a needle and buried it into his forearm. He winced but tried not to move. He felt as if she knew what was best for him. He had recognized that she trusted him with her live and he trusted her.

"Queen Celestia" he thought as he began to fall asleep again "Has a ring to it" he smiled as he fell unconsciousness

As he lay there in the dark void of his subconscious he looked upwards and saw bright flashes of light which he recognized from his previous experiences as magical spells being cast on his body. He didn't know the difference between one spell and the next that they were casting but felt sure that he would be alright for Celestia was watching over him and  he knew nothing would dare try and injure him.

A lesson in war,friendship, and love

"midnight....Midnight.... MIDNIGHT!" he heard a voice yell

Midnight shot up sharply in his bed and felt shaking. He felt a searing pain his body. He looked around and saw a small white figure in the corner. In a fury of pain he rose to his hooves and trotted over he noticed that he was half covered in blood.

"What happened?!" Midnight asked in a hurry

"Dragon,attack, anarchists, black magic..." the stallion manage as blood poured from his mouth and he fell over limp

Midnight turned and looked into the full body mirror and stared in horror. He saw bloody bandages wrapped all over his body and as he removed them he stared in horror at the image before him. Black lines and scars littered his whole body mostly along what he recognized as major bones inside his body. He removed the bandages on his head to reveal a similar scene although it looked more precise that normal. He felt very different he felt stronger, sharper, more quick witted, and strangely an urge to kill.

The door burst open and Midnight turned his attention to the tall white mare with stains of red inside her coat panting as she held to door closed and Midnight could hear a couple of loud bangs against the door. He could also the door visibly shake slightly on the hinges and nearly succumb to the force.

"Midnight thank the stars your awake we need your help out there Blackheart woke when the first alarm sounded and we were forced to retreat but he wouldn't budge"

"Blackheart?" Midnight said almost questioningly as he looked behind him and saw that the bed on the other side of the room was empty "Blackheart!" he shouted "Where is he princess?"

"He's still out there" Celestia answered

Midnight kicked down the door sending it flying across the room and directly out the window. As he exited he looked around and saw five black hooded ponies surrounding him on all sides with black balls of magic flickering on the it of there horns.

"See you in Hell" one said firing the bolt of magic at him

Time seemed to move in slow motion for him as he effortlessly dodged it.Celestia watched in amazement at her creation. He moved swiftly kicking one in the face and jumping directly off it into the supporting structures above disappearing only to reappear and drop down to knock out another pony. The last three began firing a never ending magical assault on him. He charged at them as they fired and for some reason the just couldn't hit him.

Celestia stared in amazement at him. He just moved so fast it was like he was everywhere at once. He growled and snarled loudly as the magical blasts hit him. Not even one managed to injure or even slow him down in the slightest. He threw himself upon them in a hurricane of hatred and fury ripping them apart. He beat them relentlessly but was soon met in the jaw with a hard kick. He stood up and his horn flared. Both of the ponies eyes widened and they screamed in fear and pain as they were disintegrated into nothing but mere ashes.

He jumped out the window and leaped without a second thought. He crashed to the ground hard yet felt no pain which amazed him.

"What did they do to me?"

He ran quickly and kept turning corners until he finally found Blackheart; fighting a gigantic dragon. He watched in horror as it grabbed him in its teeth and hurled him backwards. Blackheart charged the dragon and hit it with a few powerful punches before being knocked to the ground. Then everything seemed to slow down Blackheart struggled to stand when the dragon breathed an enormous amount of fire onto him. He screamed in agony as the fire burnt every part of his body. Midnight felt an unimaginable amount of anger well up in him and he charged it.

The dragon tried to use its fire to end him but when it stopped to take a breathe it saw that it had no effect of Midnight. Everypony stopped and watched in amazement as Midnight jumped over the dragon landing on its back. He ran his way up its spine barely avoiding every attack of its tail and attempts to shake him off. He jumped from its back and unsheathed his sword. With the strength of entire worlds Midnight stabbed the sword directly through its skull splitting it in half inside its head.

The dragon began to fall out of the air as it died and Midnight took no hesitation to jump right off. He came down with a loud crash breaking apart chucks of the sidewalk. Everypony just stopped and stared as he walked. He came over to where the guards were fighting the anarchist ponies they immediately stopped and stared.

"Go" Midnight said to the guards "I'll handle this"

"But.." one began

"GO!" Midnight shouted in a voice that could be described as demonic and a lot louder than the Royal Canterlot Voice it sent everypony but Midnight flying backwards a good 20 ft

The guards nervously scrambled to their hooves and ran away frightened out of their wits. The anarchists although somewhat intimidated charge him. Midnight's horn lit up and the anarchist ponies were suddenly lifted into the air. Midnight's magic closed around their throats and began to squeeze. They tried to scream to no avail and began to cough up large amounts of blood as it poured from their mouths. With a loud snap Midnight dropped them and all but one fell limp.

"What are you" He asked visibly dying

"I am Midnight protector of Equestria and you" Midnight said firing a final bolt of magic ending the ponies life "are finished" he said trotting away from the bloody scene.

_______________________________________________________________________________________________

The door slowly opened with a soft creak.

"Midnight hurry up your going to be late for the ceremony we can't wait around for yo all ya know" Shining Armor said abruptly shutting the door

Midnight sighed. Shining Armor was alright but he took his job a bit to seriously as far as he thought. Midnight rose to his hooves and decided to get ready just so he could have some piece and quiet. With a bit of difficult he managed to put on his best suit he had made at the tailors fortunately before he began training all all his old clothes didn't still fit him.He left the room and trotted towards the throne room and saw what looked to be the rest of the guests.

He silently snuck in with the crowd and with some easy stealth tactics snuck into the group of guards in front of Celestia standing right next to him was Shining Armor. Trumphants blared as the ceremony began . Celestia as usual stated the medal they were receiving what it was for and other things Midnight didn't bother to remember.

"and last but definitely not least Midnight Fury" Celestia said shattering the daydream Midnight was in

Midnight walked up at regular speed trying not to act as giddy as most of the ponies in the room. That's when he noticed that they had all fell silent and were staring at him. He cursed the timing of the attack. His cuts and markings from the strange procedures had not yet healed and holes and cuts along his entire body were visible from the upper part of his fore leg down and all across his face not to mention the holes and various cuts in his head.

"Midnight Fury; for outstanding bravery in the line of duty and putting the protection of Equestria above your own life i hereby award you the Medal of Honor and promote you to The Royal High Council"

Midnight couldn't help but smile. The Royal High Council was the only power in all of Equestria that could even come close to the power of the monarchs themselves. The High Council talked on matters suck as politics and economy and occasionally at times war. They were not only respected but feared by some as well it was very strange

There was laughter joy and merrymaking all afternoon that day for a great threat had met its end at the hands or should i say hooves of a hero. Midnight mostly hung around the Princess all afternoon mostly because for a changeling his social skills were really REALLY bad. Another problem was his temper.

On the surface Midnight always looked as calm and relaxed as a sleeping baby but on the inside he was a ticking time bomb to only took a few clever words and a good punchline to get on his last nerve. He left the princess side for a moment to get a drink over at the lunch bowl but what he didn't know is that the punch had quite a bit of alcohol mixed in. He took a small cup and filled it with punch and humidly drank it as being alone to long made him nervous and irritable.

He suddenly had a warm feeling course through his entire body and his vision became a bit blurry and stumbled back slightly. He tried to walk and feel over flat onto his face.

"Urgh" he grunted "Maybe i should just lay here

"Heyyy Mmmidnight *hick*" Midnight heard somepony say he turned around to his suprise to see Shining Armor looking a bit out of it "Heyyy Midnight guess what"

"You've had more shots than i did before i could start school?" Midnight joked

"Thatt aaand i feel awesoomee" He said

"Oh man I've got to get my camera" Midnight thought bolting out of the room and returning a few seconds later with a small camera

"Hey Shining i dare you to chug a entire bottle of cider" Midnight said as he prepared his camera

"Only if you do it too" Shining Armor replied

Midnight didn't like the thought. He had never had any alcohol in his life and always feared it would mess with his shape shifting powers. But that moment his pride was bigger than his head and he took it. Him and Shining Armor raced toss who would finish first. When Midnight won Shining Armor demanded a rematch and Midnight gladly accepted. Best two outta three turned into three and then four drinks at which point Shining Armor threw up.

"Some ponies just can't hold there alcohol can they?" He said sitting back in his chair afterwards he nearly threw up

Midnight walked away from the smelly half vomit covered table a bit of a confident prideful almost arrogant stride in his step. For most of the rest of the night he talked with the other ponies at the party and sort of got used to the distinctive feel. He took a seat cause of the immense feeling on nausea wash over him. He sat back and relaxed simply enjoying the music.

"Hiiii" An extremely high voice said from behind. He could have sworn the glass in his hand cracked slightly

He turned to see a bright pink mare with a mane slightly darker in color wither that or the cider was starting to get to him. She had kind light blue eyes and skipped around and a painfully high voice.

"Sup" Midnight said taking another sip of cider

"Heyareyounewcauseiknoweveryponyeverywhereandi'veneverseen..." She began

"Slow down  and breathe" Midnight said calmly

"right so where was i" She said as Midnight enjoyed the moment of silence "oh yeah; well i know everypony but i've never seen you before"

"My names Midnight" Midnight said drinking the rest of the cider in the bottle

"BOO!" She screamed out popping up right in front of him

"Ahh!" Midnight screamed falling back into his chair he crawled away hyperventilating "how...did..you do that?" He asked shaking

The pink pony simply shrugged "Did i suprise you?!" she asked bouncing around once more

"Surprise me?...You nearly killed me!" He shouted angrily silently praying that no one heard him snap

To his surprise no one heard but her casing her mane to fall flat and her smile ceased. Midnight couldn't resist the urge to facehoof.

"Nice one smart guy" He grumbled to himself

He saw her begin to walk away slightly slouching in sorrow. He knew he had to do the right thing. He got up and quickly caught up with her before she went far and stopped her.

"Look i'm sorry about you know snapping like that" Midnight apologized and from the look on the pink mares face he wasn't doing very well.

"Well i tried"he said going on his way before he was stopped by Luna giving him a very disappointed look

Midnight crossed his arms and smiled "Its going to take more than that" he thought

Her sister came over and after a short talk stared at him as well

Midnight smiled and shook his head "not a chance"

"Not a chance" he said

"Midnight" began "There are the fights that i win and the ones that i let you win this is one of the fights that i win" Luna said

"I'd rather go through Blackheart's basic training again" Midnight said

"Really and if you walk out that door right now could you live with that?" Celestia asked gesturing over to the pink pony that was sitting over at a table

Midnight sighed "My only weakness" he said. Through out all of Midnight's life his only weakness had been sorrow.

Cause of the immense pain he's felt through his life he couldn't stand to see anypony upset it was his only weakness but make no mistake he could tell the difference between true sadness and those who faked it or were merely exaggerating.

" I'm going i'm going" Midnight said turning around and walking towards the table

He sat down next to her and said nothing he waited for her to say something but she didn't. They sat there in silence for a few minutes neither daring to begin to speak to the other.

"So..." Midnight began

"..." silence was all that the pink pony

"I just wanted to say i'm sorry about snapping at you and if you want we could start over" Midnight said with a small smile

At that moment he could see a smile stretch across the pink ponies face "Yay!" she shouted bouncing up and down

Midnight breathed a sigh of releive and snuck away for a moment when he was stopped once again by Luna

"And where does't thou think thy art going" She asked making Midnight roll his eyes

"She's happy again and i'm off the hook" Midnight said shrugging his shoulders

"Its not that easy" she said turning Midnight around to see that she was looking for him

"i don't see what this has to do with my position as a Spartan" he whispered

"In foreign lands making friends can save your life" Luna explained as quietly as she could over the blasting music "consider this your first test"

"I hate when you beat me with logic" Midnight grumbled walking away

He saw the pink pony duck under the seat and at the moment he quickly retook his position next to her and quickly levitated a bottle of cider from a nearby table.

"Hey where'd ya go?" She asked

"Over there" he said pointing to the table across the room lined with bottles to cider "so..." Midnight said smiling

"So..." She said back to him "ohhaveyoumettwilightapplejackraritydashieorflutterstherelikemybestdriends..." She began as Midnight shoved a hoof in her mouth to silence her rambling

"Your doing it again" He said laughing

"Hey Pink...uh" he heard a voice say

He turned to see another mare standing behind him. She had a purple coat and a horn to match. She had a dark blue mane and that had purple and pink strands that ran through it. He also noticed that she had a six pointed star on her flank he had seen that same symbol somewhere but he couldn't remember where so for now it was merely noted in the back of his mind.

"Um.." She began while Midnight merely looked at her with a blank expression

"Hi tiwight" The pink mare said the sounds skill muffled by Midnight's hoof

Midnight took his hoof away from her mouth praying she wouldn't start going on again and thankfully she didn't.

""hey Pinkie Pie who's your friend" the purple mare , apparently named Twilight, asked

"the name's Midnight" he said putting the cider that he had been holding away under his seat

"Nice to meet you" Twilight said extending a hoof Midnight indifferent shook it

"Afternoon" Midnight said calmly

"..."silence amongst them

"Wow awkwardest moment ever" Midnight said laughing his flank off which made them all burst out laughing

" I see you two have gotten acquainted" Twilight said earning a quizzical look form Midnight

"uh huh?" He asked

" You've met" Twilight said with a sigh "Have you met the rest of the group" She asked

"Group?" Midnight responded tilting his head slightly

"Yeah i'm sure their around here somewhere" Twilight said looking around "There they are hey Applejack,Rarity,Rainbow,Fluttershy over here"

Midnight began to sweat. He had never held a conversation this long with any strangers and never with this many he began to feel uncomfortable almost threatened. by them. Twilight left and returned with 4 other mares. One was a pure white mare with a purple mane and tail elegantly curled he might add and with a blunt white horn on her head. There was no doubt in his mind that she had lived most of her life in Canterlot she had three diamonds arranged in a triangle on her flank .

The another was a cyan pegasus with a rainbow colored mane and tail that reminded him of Celestia's. He noted that they were cut so that they had what looked somewhat like spikes on the end. She had a cloud with a bolt of lightning coming off it as her mark and purple eyes. He could tell just by the way she walked her attitude. She was prideful and somewhat arrogant but all around not that bad.

The net was an orange earth pony with yellow hair tied back with a red band and a stetson hat that covered the top of her head. She also had green eyes and three apples as her mark. She seemed to be a decent upstanding pony.

The last one was...gone. He looked around with a look of confusion on his face before he finally spotted her hiding behind Pinkie Pie. She was light yellow pegasus mare with a pink mane that covered one of her light blue eyes and tail. She had three butterflies as her mark. She also seemed rather timid like a cornered animal.

"Who's this Twi" the orange one asked

" My names's Midnight...Midnight Fury" He said sitting back in the chair attempting to relax "I don't believe we've met" He said extending a hoof

"Ma names Applejack" the orange mare said shaking his hoof

"Rarity darling" the white one said shaking his hoof smiling yet Midnight had resist the urge to roll his eyes

"Rainbow Dash the most awesomest, bestest, and fastest.." She began but that was about as much as Midnight was willing to listen to he was revealed when she let go of his hoof

He noticed the yellow one was still hiding behind Pinkie Pie. He saw her as she poked her head out and she quickly hid again with a slight eep. He careful snuck up behind her silently and tapped her shoulder. She turned around and make another short eep sound before attempting to hide.

"Relax" Midnight said soothingly " I'm not gonna hurt you" he said assuringly "What's your name?"

"Uh...er...Flu...Fluttershy" She said hiding her face behind her hair

"My names Midnight" He repeated extending his hoof. She slowly shook it.

Midnight heard a loud banging sound then another then another 10 times in a row.

He got up from the chair "Well its been fun chatting but i must be going now enjoy the party" Midnight said as he walked off

Midnight was just about to leave through the door when something caught his eye or more like somepony.

She was a slightly taller than average mare with a yellow coat that shined in the light slightly giving off a pure white aura. Her short violet mane ran down the one of her soft flawlessly featured face. But the part that struck him most about her were her eyes. They were a beautiful pure bright red. She was wearing a small olive green vest around her perfectly curved body that wrapped tightly around her. Midnight knew that he had seen her somewhere before but he just couldn't put his hoof on it. He slowly approached her and could feel a bead of sweat run down his brow.

"Hello" she said in a soft voice before Midnight could even get to her

"Hey" Midnight said nervously

"Hmm you look familiar have i seen you somewhere before" She asked

"Funny i was about to ask you the same thing" Midnight replied

Something in hid mind suddenly clicked. It was Dawn Star at least a grown up version of her.

"Dawn Star?" Midnight asked

"Midnight Fury?" Dawn Star replied

Smiles spread across both of their faces. Midnight simply sat there staring at her. She looked so beautiful in the light, perfect, divine in nature and purpose...

"Uh Midnight are you alright?" She asked breaking the silence

"Huh what?" He asked in a daze from suddenly being broken out of his day dream

"Come on dude back to reality" She said with a slight chuckle

"Sorry its just..er..uh nevermind" He said nervously a blush showing through his bright yellow coat

"Come on you can tell me i did save your life after all" She said

"After i saved yours" Midnight countered

"Same thing different order" She said brushing it off "Come on just tell me"

"Alright but not in here" He said looking around "Follow me" he said walking past the guards at the front door and leaving with a goodbye

They went down the hall and turned a corner just as a guard patrol was walking by. Midnight greeted them and they left they didn't need to ask for identification after this evenings events everyone knew who Midnight was.

"Alright we're alone so what did you want to tell me" She asked

"This..." Midnight said as he leaned in and kissed Dawn Star on the lips

To his surprise she didn't resist as much as he thought she would have. In fact she began to push and forced Midnight into the wall. They fell onto the ground wrapped in each others soft embrace quietly making out on the floor. Midnight placed his right forehoof right behind Dawn Stars head and the other around her waist and she moaned as he wrapped it around her chest.

Dawn Star took the opportunity to wrap her hindlegs around Midnight's chest. They held each other tenderly and tightly together so much that they could hear each others loud panting breathes every time the other pulled away. Midnight and Dawn Stars tongues battled for control inside their mouths and Dawn Star was winning.

Midnight began pushing his tounge into her mouth were more power his tongue touching every part of her mouth and forcing her to moan in pleasure. Dawn Star was panting loudly and he could feel the heat every time he kissed her. He could tell that she wanted it so very bad and he could feel his shaft now rubbing against her soft chest. She came in and gave a nice hot kiss tempting Midnight to do her right then and there  but somehow he was able to gather his wits and break the kiss.

"Hey Dawn maybe we need to go somewhere more private" Midnight said

"Oh you naughty little colt" She said a sexy grin spread across her face.

They ran as fast as they could to Midnight's bedroom. They shut the door and blew out all the candles and climbed into the bed together.

"Now where were we" Dawn Star asked

"I believe at this" Midnight said wrapping his hooves and kissing Dawn Star as a blush came to her face

She moaned at the contact and the pleasure that ran through her hot body

" I'm so hot Midnight" She said breaking the kiss

"i can fix that" Midnight said "lay down on your back

Dawn Star did as she was told and laid down and Midnight on top of her. He planted soft kisses on her neck and on her cheeks while his right forehoof was finding its way down her sleek body. She moaned in pleasure when it finally reached it's destination. As she moaned Midnight put his mouth over hers and she moaned into it he felt a surge of pleasure rush through him.

They kissed and rolled around in the cover for about thirty minutes, cuddling,kissing,and all the time Midnight rubbing his hoof against Dawn Stars soft slit. She moaned and began to buck towards him trying to drive his hoof deeper and deeper into her. He re payed her efforts by giving her a kiss and rubbing her slit furiously making her buck and nearly scream out in orgasmic bliss and she came splattering her juices all over Midnight's hoof. The moment Dawn Star saw Midnight's hoof she gave it a long sensual lick . Midnight could still feel her heat

"Now i get to repay the favor" Dawn Star said slipping out of Midnight's grip and moving down to his erect shaft

She gave it a nice long lick making Midnight shiver in anticipation. She planted soft kisses on the tip making Midnight moan from the pleasure washing over him in continuous waves. Dawn Star then took the tip onto her mouth gently sucking it. She slowly bobbed her head up and down the long shaft sending pleasure coursing through every vein in Midnight's body. She then took more of into her mouth and began bobbing her head faster and harder taking Midnight's moans of satisfaction as a cue to keep going.

She began to slow down slightly and took the whole shaft in her mouth and began stroking it with her hooves. The new techquique made Midnight mean in pleasure. He told her to go faster and harder like before and she complied sucking harder and faster with each quick descend of her head. She moaned as she sucked and the vibrations made Midnight go insane.

She removed her mouth and began stroking the shaft viciously wanting the sweet juices it would soon reward her. She stroked harder and harder and went faster and faster until Midnight began to become stiff and then began sucking again while stroking the shaft. Midnight tensed up completely as he shot gooy sticks threads of cum into the mares mouth filling it completely as she drank every last drop.

They heard a click and a creak of wood as somepony came in and they tackled the intruder and turned on the lights it turned out to merely be Princess Luna.

"Midnight what in" Luna began then it hit her. She looked at their coats and manes and how messed up they were

"Well" Dawn Star said "Do you think we should a three way" she said in a sultry tone running a hoof down Luna's body making her slightly shiver

"Ohh let's" Midnight said smiling at her

Luna struggled as Midnight pinned her against the bed in a rather compromising position she was laid down on her back with her legs spread out wide.

"This is going to be fun" Dawn Star said excitedly climbing over Luna and flashing a smile to her

"Stop your Princess...mmphh" Luna began but was cut off by the heated kiss of Dawn Star

"Urgh hurry up Midnight i'm getting hotter" She whined

Luna could see Midnight position himself directly behind Dawn Star and as she bent over she made small licks and kisses that slowly traced down to her marehood. As Midnight entered Dawn Star slowly a bit of blood ran down the side of his cock as he pushed it through her. Luna moaned as Dawn Star gave her a large sloppy lick smacking her soft feminine lips over Luna's sensitive clit making her moan in pleasure. Midnight slowly slid his shaft back as Dawn Stars tongue retreated and as it slammed back into her soft yellow rump she attack Luna again with a series of sensual licks forcing more moans from her throat. Dawn Star couldn't help but moan into Luna's soft pink slit causing the dark blue pony to shiver and moan in pleasure. Midnight gripped Dawn Star's flank with his hooves and Dawn Star wrapped her forearms around Luna's fore legs and flank. Midnight began rutting her harder and fast causing her to give Luna faster and deeper licks. Luna began to moan louder and louder as her orgasm approached so Midnight and Dawn Star decided to have a little fun. Dawn Star repositioned on top of Luna so that she was in reach of her dark blue horn.

"Princess Luna?" Dawn Star asked in the kindest tone she could manage

"Yes" Luna managed

"You rule over a time of lovers correct" She asked

"Well that it techically" Luna began

"So tell me are horns truly sensitive" Dawn Star asked

"Um..er..." Luna studdered

"Well then i guess i'm going to have to find out another way" Dawn Star said erotically stroking Luna's horn

Dawn Star gave Luna's horn a short lick surprisingly causing the Princess to moan in pleasure.

"Oh so i was right" Dawn Star said grinning "Let's see just how sensitive you are!"

Dawn Star began sucking softly on Luna horn coating it in warm saliva as Luna moaned in pleasure. Midnight positioned himself directly behind Dawn Star and continued rutting her causing her to moan directly into Luna horn which made her scream so loud it had to be muffled by a pillow. Dawn Star began bobbing her head while sucking on Luna's horn slowly coating the thing in saliva. Midnight began to buck his hips faster into Dawn Star and she could tell he and Luna were close and she even felt her own orgasm building up inside her. She bobbed her head faster and faster on Luna horn until the Princess was moaning in a fit of constant pleasure.

"Oh i'm going to cum" Luna moaned

"Cum for me" Dawn Star said sucking and stroking Luna's horn "Cum for me my naughty little Princess of the Night"

Suddenly Dawn Star gave a loud moan as Midnight hit directly into her G-Spot.

"Oh you like that don't you you dirty little mare" Midnight said rutting her fuiriously. Luna was the first to climax magic spewed from her horn into Dawn Stars mouth as she sucked and she swallowed as much as she could before some began to leak from her mouth she sucked on Luna's horn constantly making for a nearly endless waves of bliss coursing through Luna's body. Next came Dawn Star in a loud fit of moaning and panting. Midnight was the last furiously rutting Dawn Star until the moment he came spurts of hot sticky cum splattering on the inside of her. The room was filled with heavy panting. Surprisingly instead of trying to leave Luna pulled the other two ponies into an embrace and they fell asleep in the darkened roon

War

Midnight awoke to the soft light light of dawn shining through his open window with a rather head splitting headache. The memories it him like a ton of bricks. He turned to see that even though Luna was gone most likely taking a shower from the events of last night, Dawn Star was still lying there looking so peaceful without a care in the world. Midnight crawled next to her and wrapped a foreleg around her.

He lay there for what seemed like hours simply admiring her prefect figure and how she looked so beautiful in the light of day.  He felt something lean against him chest and looked down to see Dawn Star laying her head on his chest with a beautiful smile as her violet and blue hair curved slightly to cover one of her beautiful hypnotic red eyes.

She scooted closer to him and leaned in and kissed her softly. As he retreated she pulled him closer. Midnight wrapped his hooves around her waist. Then there was a knock at the door but they were to engrossed in their special moment to even notice. The wood creaked and Celestia walked in.

"Good Morning Mid..." Celestia froze

Dawn Star disconnected with Midnight the moment she saw Celestia and her eyes widened.

"Whats wrong Dawn" Midnight said as he ran his hoof through he hair

"Look behind you" she whispered

Midnight turned his head and his jaw dropped

"..." Silence

"What the..." Celestia began

"Celly" Midnight nearly shouted "What the buck knock first!"

"Midnight" She began with a still shocked expression on her face "Can i talk you out outside for a moment"

Midnight slipped out of his bed and into the hall where Celestia turned on him

"What in Tartus are you doing!" Celestia screamed "Love and war don't mix!"

"I'm living for once in my life" Midnight responded

Celestia sighed she had to admit he had spent of of his young life in the castle with really no other friends other than the staff it got lonely at times.s

"Very will" She said with a sigh "But be warned as of this day forth you must be more careful if your enemies ever find out who you truly love the consequences shall be grim you also cannot tell her as she may interfere"

"I understand" Midnight said suddenly realizing his mistake

"Now with that out of the way i must speak to you about more important matters" Celestia said "There has been talks of a war between the nation of Equestria and the Griffin Kingdom i need you to travel there and poke around a bit be warned this is no simulation the danger you shall be facing are real the consequences are real the deaths of innocents shall be real do not fail me understood"

"Yes" Midnight said "Why have things been so chaotic lately" Midnight asked

Midnight noticed that something seemed to click in Celestia's mind.

"Whats wrong?" He asked reading the expression on her face

"N...Nothing" She studdered

Midnight could tell she was lying just by looking at the expression on her face.

"I know somethings bothering you" Midnight said "Honestly you taught me yourself "

"Curse my educational skills" She mumbled under her breathe "I must check on something come with me"

"As you wish" Midnight responded

He was lead out of the castle and into the gardens where he was lead to a statue of a very strange creature.It looked like mix up of all different types of creatures. Celestia was looking over the statue closely. She suddenly gasped causing Midnight to turn his attention to her.

"Its cracked" She said in horror

"So its just an old statue" Midnight said

"You fool" Celestia said "This is no ordinary statue about a few millennia ago this creature wrecked havoc in Equestria and had to be stopped by my and my sister a few months ago he broke free and attacked again only to be stopped by the elements of harmony"

"He doesn't look so tough" Midnight said boldly "In fact for the most part he's just ugly" He said with a chuckle

"Midnight take this seriously if he breaks loose" Celestia began

"If he breaks loose he's going to wish he hadn't" Midnight interrupted

"Midnight get this through your incredibly thick head you are not immortal you always think you can beat anypony with strength but its not always like that urgh you just like Chrysalis you don't think!"

"..." Midnight punched a hoof directly through a stone wall behind him

" Midnight i..." Celestia began her words fell on deaf ears he looked up and his normal platinum eyes turned blood red and for a moment his coat turned black

"Don't ever compare me to her. She was a failure and a disgrace. I thought i was better" He said a faux smile crossing his face "But apparently i'm worse" He said turning away

" I didn't think it would come out like that" Celestia began

"Thats just it" Midnight said "When you think you sugarcoat or exaggerate things but when you don't you say what you actually feel as truthfully as possible" Midnight said

" IT's not like that" Celestia countered

"SAVE IT!" Midnight shouted "ITS EXACTLY LIKE THAT YOU SAID IT YOURSELF! I'M JUST LIKE THAT EVIL BITCH HUH? FINE I KNOW WHEN I'M NOT WANTED" Midnight shouted with such fury it nearly sent Celestia flying

Midnight's disguise dropped for the first time in years and Celestia looked at his true face then in a flash of green light he was gone leaving behind green flames in a perfect circle

"Wow" a voice came from behind. Celestia turned to see her sister standing there with  shocked look on her face "thou hast how thy say bucked up bad

Celestia glared at her

" Alright i understand thou art not in the mood" Luna said trotting off

She was right Celestia had really done it this time.

_____________________________________________________________________________________

Midnight walked along the desolate path of the mountain thinking over the events of this past 3 months having taken back over his regular disguise.

"So much pain,so much hatred, so lonely, and for what! To be called a failure" He shouted as he punched a hole through the rock

"A disgrace!" He said punching another hole "

"Just a weakling unfit to walk the on the same DIRT" shouted one last time before punching a hole in the landscape again unintentionally causing the rock to fall away and reveal a cave

As he walked by it he felt something grab him by the neck and yanked him into the cave. He found himself pinned against the wall in total darkness except a pair of green eyes staring at him. He gave it a powerful kick to the side of the face sending it flying backwards.

As it barely breached the light for a brief moment he could see a pure black covering that didn't quite look like a coat more like...chitin. A living changeling? No that's impossible they were all killed. But if i escaped who's to say another didn't either.

The kick made the creature release its grip on him and he fell to the floor seeing that they were equal in height, It lunged for him knocking him to the ground. He felt the thing bite him indicated by the dull numb feeling on his shoulder. He gave it a strong kick sending it flying into a wall and he heard a crack and a high pitched scream.

horn gave of a soft glow as he walked towards the creature. His suspensions where soon confirmed as the light washed over the creature revealing another changeling although this one was female in contrast to Midnight. It suddenly jumped and lunged for his throat bearing gleaming fangs but Midnight struck her in the chest with his hoof another crack ringing out as she slammed into the rock.

He raised his hoof in anger to vanquish her when she began to cry. Crying the expression of sorrow not for monsters but for sentient beings things with a conscience things that could change. He would receive a stern talk form Celestia but he thought that just maybe he could let her live as long as she didn't threaten Equestria the moment she did she was gone from the country and world alike.

"No please" It said

"Your lucky i'm not a pony" he spat hatefully a green flame rushing over his whole body transforming him back into his regular self " I would have killed you already"

He heard a sign of relieve "Thank goodness i didn't think i would ever see anyling else again" it said

"Come with me" Midnight said beckoning her to follow

"i can't move" she said

"Fall behind your left behind!" Midnight shouted angrily making the changeling shrink back

"p..please don't go" It said it's eyes tearing up again

"fine" Midnight said trotting back over and grabbing her hoof.

Green flames engulfed them as they disappeared and they reappeared inside the castle unfortunately in the passing of two guard patrols.

"Halt" Shining Armor said coming to the front of the patrol

Midnight simply didn't have the time for this "shut it shiny i'm not in the mood"

"He said halt" one said bringing the spear within reaching distance

Green flames washed over him as he transformed back into Midnight Fury and looked down at the spear pointed at him. The guard suddenly realized what a huge mistake he just made a bit to late as Midnight kicked the spear backwards and hit him in the gut rather painfully.

"Anypony else? no? Thats what i thought" Midnight said walking off with the changeling

"Where are we going" It asked

"The throne room" Midnight responded

A chill ran up his spine. He rationalized it way the hive mind relaying her messages of fear as Midnight pushed over the door. To his relieve the room was empty execpt for Celestia looking rather surprised to see him. Upon looking at the other changeling she leaped a great distance from her throne right in front of her. Midnight stucj out a hood cutting her off. They glared at each other.

"Why?" Celestia asked

"Come let us talk" He said as the pair whispered to each other while pacing

"No bucking way" She heard Celestia say sending yet another chill up her spine "Why'd you even bring that thing here"

"i found her inside a cave after she tried to kill me i sorta accidentally broke her leg and i couldn't just leave her to die" Midnight reasoned

"She's a danger" Celestia countered

"I'm not going to let you just kill her" Midnight said

"Remember your place" Celestia said her eyes narrowing

" Remember that i don't need you with what you've already taught me i'm assassin in my own right besides we could use her" Midnight said

"Explain" Celestia asked

"The way i see it its just twice the firepower" Midnight said persuasively "and for those stealth missions if they should... well you know she could come in and eliminate the evidence and even if she is caught no one will suspect Equestria will be connected to a changeling its the perfect cover up all we need is someone to teach her" Midnight explained

"That won't be a problem oh Blackheart" Celestia called out

"Blackheart died in the dragon attack" Midnight said sorrowfully

"Who don called my name" Blackheart said with a strange accent swing down from the supporting structures

Midnight beamed and ran to give Blackheart a noggie "Dude where have you been i thought you were dead!"

"Didn't i tell you i'm the spirit of Death i'm somewhere between immortal and mortal cause even though i'm alive i am the spirit of death so i'm also dead its a very strange condition i might add" Blackheart explained causing Midnight's jaw to drop

"so who will i be teaching Celestia" Blackheart asked when he noticed the changeling sitting over in the corner "Well well well another changeling lets get started" Blackheart said cracking his neck

"uh she hasn't passed the ritual yet" Celestia interrupted

"When will she be ready" Blackheart asked

"Soon" Midnight interrupted "cause we're going now"

"Go get Luna Blackheart" Celestia said and Blackheart vanished into the scaffolding

" I'll be departing now" Midnight said "send the other one when she is ready" as he vanished in a circle of green light

"Do you need an escort to the border" Celestia asked

"No i'll be fine" Midnight said

"Take this" Celestia said levitating a bag to him

"What is it" Midnight asked

"A weapon pack just incase"

Midnight nodded

She looked out the window to see Midnight riding on the back of a...dragon?!

____________________________________________________________________________________________

"Thank you Snow Winged Hunter" Midnight said preparing to jump "Your help shall not be forgotten"

"We shall see young changeling now go" Snow said "do you need help getting down?"

"I got it" Midnight said as he jumped the wind quickly blowing him to the side as he fell

Midnihgt put his hooves to his sides and fell faster a green flame washed over him and he gave himself wings which quickly made him slow his descent into a glide. With another flash of green he landed with a slight slide to the side as he brushed a bit of dirt out of his coat with his hoof and began a slow walk towards a distant villiage.

As he reached the villiage and as he began to walk through it he could see the locals starring at him but he took no mind to it.  He kept his gaze to the ground a few yarrds infront of him. He saw 2 pair of claws cut off his path and trotted around them only to see the same pair cut him off again.

:Midnight was about to lose it but he kept him cool.

"Don't start anything" He thought to himself "Just pretend you don't see them and everything will be fine"

He proceeded to walk around them but where cut off once more. He sighed and tried to go around the other way. He looked up to see a rather imtimidating looking griffen standing in front of him.

"Who are you?" He asked "We don't get many visitors here?"

Midnight heard no threat and responded kindly "Just passing through" He lied " I got to get past the capital by sun up"

"Oh really" He said squinting " and why would that be"

Midnight became slightly annoyed " Listen as far as i'm concerned i don't know you number one and number two i don't see a badge so i gotta go" He said turning to walk around him when he stepped into his way once more

"Oh so you think your all bad huh?" He said with an imtidating grin

"Listen i don't want any trouble" Midnight said as a last warrning

"Too late you already found it squirt" It said knocking him back into a cart

"Thats it!" Midnight shouted and teleported a few yards back

The griffen charged him and he stood paiently waiting for the right time to strike. He saw it and as the griffen leaped he grapped him by the throught in a telekentic grip.

"What the..?!"

"I'm going to enjoy this..." Midnight said forcing the griffen to land and forcing him to his knees

Midnight slid on his bracer with the hidden blade and approached the griffen he readied the blade and was poised to strike but he didn't. He tilted his hoof backwards and the blade retracted. He gave one kick to the griffens face and sent him to the ground.

"Why didn't you kill me?" He asked

"Cause your not worth it" Midnight said walking away and not one soul dared to stop him

He could hear them whispering amongst themselves. "What just happened" "Whatever he is he's certianly not a pony". He grinned when he heard that. True he wasn't but as long as they were stupid enough to belive it what diffrence did it make?

________________________________________________________________________________________________

He entered a small bar and sat at the table just barely noticing a few glances.

"What'll it be?" The bartender asked her claws slightly clicking against the wood

"Ehh surprise me.." Midnight responded

The bartender disappeared for a moment and came back with a glass full on a yellowish liquid

"How much? Midnight asked

"On the house" the bartender replied

"Really?" Midnight asked

"You bet" She replied

"Taste it then" Midnight said

"What?"

"Take a sip" Midnight replied

"Your smarter than you look" he replied dumping the liquid

"What brings you around these parts Midnight?" She asked

"How do you know my name?" Midnight asked

That's when Midnight looked up and saw that the bartender's eyes were a light green color.

"So they let you out of training early?" Midnight asked

"Early?" the faux griffin said "It took 3 months"

Midnight's eyes widened in surprise "It's only been a day"

"Really?" She asked Midnight nodded

"What have you heard around?" Midnight inquired

"Not much just bits and pieces" she responded "Although there have been talks of tension between them and a dig site a short bit down south that's being disputed. They harbor an incredible resentment for those pony creatures i could feel the hatred soar when you walked in tread lightly my brother"

"I'll be back with more information don't go anywhere" Midnight said as he turned to leave

"Hold up" She said grabbing his shoulders as her claws dug in slightly "By order of Celestia you are to assassinate the Griffin king's second in command General Talon show them they are not untouchable" she whispered to him handing him a folded piece of parchment

"It shall be done" Midnight said walking out the door and into the streets that had grown dark with the fall of night

Midnight found a secluded alleyway to read the parchment. He scanned over the document multiple times making notes of all enter and exit places. He trotted for a while looking for signs of his home when he finally saw it. A bakery labeled on the map and directly across from it he found the home of General Talon and two large griffins guarding the door armed to the teeth.

He took another look at the document and located his point of entry a window on the third floor with a padded rug on the inside which would make for a perfect muffler. He make his way around the building  and jumped up to the first window and slowly scaled the building until he reached the third floor. He slowly used his magic to open the window and stop any sound. He slowly crawled inside and a slight green light came over him as he assumed his changeling eyes so that he could see.

He opened the door slowly cautious of any creaking. He stopped for a moment shortly heard the soft creak of wood. Midnight's horn lit up as he cast the spell and quickly jumped upwards sticking to the ceiling. He also used another spell to muffle the sound. He used his telekinesis to knock over a small vase which shattered with a loud crash. A door flew open and out came a fully armored griffin a sword at her side and she was clutching a rather impressively large dagger.

Midnight dropped down and latched on the the griffins neck and she began to struggle with him. Midnight slipped his dagger out of his saddle bag and stabbed the griffin directly through the center of her upper back. She fell to the ground with a loud thud and looked up to see her attacker was a pony.

"You little" she said between coughs of blood "You will regret this we will burn your country and sow the forsaken land with salt"

Midnight laughed as green flames dramatically flickered over him and his horn lit up so that the griffin could see his face.

"I'm no pony" he said showing the sharp jagged fangs

"A changeling you shall all fall the same" She said hatefully

"Sorry" Midnight said "The ponies beat you to it" Midnight said rather dramatically

"Wha...What!" The griffin said utterly dumbfounded

"That's right everyling dead well almost everyling" He said

Midnight had grown tired of his little act and took out his dagger once more.

"Game over" Midnight said stabbing the blade through the metal directly into the griffin's chest. The blade came out covered in warm red blood slightly dripping.

surprisingly the griffin smiled " A game well played...get him!" She shouted and Midnight found himself hurled out of the window that shattered with a crash.

He found himself outside on the street and found dozens of armed griffins outside surrounding him. The griffin flew down from the house helped by her guards.

"You thought i wouldn't have back up how stupid do you think i am" She said watching  as the circle began to close in

"Very you should know that cornered animals.." He began "Are always the most dangerous!" He said in a low growling voice

Midnight's horn glew and suddenly to glowing swords appeared next to him. He charged them with furious strength. He cut with fury and rage as the army of griffins was slowly ripped apart. He saw the blood begin to run free through the streets and it only fueled his fiery rage.

An entire group rushed and managed to overwhelm him knocking him to the ground . He looked up and saw more coming in he knew very well he couldn't defeat them all even with the god powers locked within him. He saw a flicker in the corner of his eye and dodged a sword that dug into the ground with such force that could have cut him in half.

They charged and managed to disarm and restrain him. He channeled all of his left over energy into his horn and took a deep breath. The wind began to pick up as his entire body lit up in an almost blinding light. The griffins retreated slightly as the wind began to become stronger and stronger.

A strange aura began to surround and circle him making a sphere around him. He felt the magical force build within him. He roared with enough force to make the sky churn and crackle with lightning. It sounded like that of a manticore, with the agility of a timberwolf, and the undying strength of the dragons and sounded like that of a lion.

The force of the magic sudden reversed itself as the griffins were inescapably draw into the now tornado of power.

"Let the world hear me as i give this commandant, the mountains shake, and time itself bend to my will" He began opening his now fiery eyes "Hear me creatures of this world, as i give this commandant onto thee, thy shall obey for it is my will neigh my command...YIELD!"  He shouted as the sphere collapsed in and exploded in a fury of fire and lightning.

The griffins fell from the sky like rain most dead and other crawling away blood pouring from them. He sought out General Talons and quickly found her inside an alley dying curled up in her last moment.

"What do you want" She spat hatefully

"You remind me of my mother" Midnight said kicking her over so that she laid on her back "Defiant until the bitter end"

Midnight could see the life leaving her "Requiescat in pace" he said as she died closing her eyes

He began to walk away from the crater when he felt an in imaginable surge of fatigue hit him. He fell over unable to move. He suddenly realized his mistake. He had packed all of his magical and physical energy into the attack that he didn't have any of either to make an escape. He tried to shout for his dragon friend yet it was no use he couldn't even move. He heard the fast clicks of claws rushing upon him and he knew it was over.

Then he heard hoofsteps rushing even faster. He heard a loud bang as the griffins were sent flying backwards and slammed into a building as a all to familiar changeling slid down into the crater

"We have to go now!" She said trying to get Midnight to him feet

"Can't....move" he chocked out

A green ring of magic surrounded and engulfed them and suddenly they vanished.

___________________________________________________________________________________________

The two slowly made their way through Canterlot careful o not let even a inch of their changeling bodies show. They were to weak to use their magic for the moment. They make there way too the castle and looked up at the guards who didn't bother to stop them

"Midnight!" a voice shouted as a white stallion came running down the stair

"What is it I'm seriously not in the mood!" Midnight said

"Princess Celestia must speak with you"

Midnight cleared his throat "Suddenly I feel better tell the Princess i will be right up"

As Midnight entered the room he could immediately tell something was up from the combined smells of fear,hatred, and disappointment . Celestia was staring out of the window fixated on the horizon to the north.

"Come over here Midnight" Celestia said

"Yes Princess?" Midnight said

"Look" Celestia said pointing a hoof towards the horizon Midnight could see little moving dots a horde of them moving towards the capital

"Griffin's?" Midnight asked

"Yes" Celestia said

"How did they know?" Midnight said

"His spies followed you here!" Celestia said in anger throwing Midnight half way across the room

"Then we have no choice do we?" Midnight asked

"No" Celestia said

"Will this be easy" Midnight asked

"Not at all" Celestia answered

"Will there be civilian casualties" Midnight asked

"Likely" Celestia responded

"Will we survive?" Midnight asked

"...."

"...."

" I...don't know" Celestia attmitted

The Corruption

"Can anypony tell me why we stand here today" Midnight said " we stand here in defense of Equestria our home we shall win this battle or die fighting are you with me!"

"Yeah!" the army of guards shouted

"Alright Charlie and Beta to archery positions, Kilo and Omega to the gates, Foxtrot and Echo you attack upfront with me move out!" Midnight shouted as the guards took their positions.

Midnight strapped on his armor and led the guards to the battlefield. He lead at the front and met the other side at the center of the battlefield. He was met by a tall griffin in a full suit of plate armor with a golden crown adorning his head.

"Ah so Celestia send her servant to fight this battle for her" He said with a snear

"Shut up and die" Midnight said sending him skidding across the ground with a smack of a hoof "To arms" he shouted and with that the battle began

Midnight charged and unsheathed his sword and began to cut down griffins faster than he could count them. A single griffin knocked his sideways out of the clashing swords. He stared for a moment and saw something that horrified him...war. He saw the shining blades and red blood pouring that suddenly flashed green.

The world around him blackened and he saw his home the hive. A memory so far away it seemed merely like a dream...but this time more like a nightmare. The ponies turned to changeling and the griffins turned to ponies in golden armor. The ponies began to drive back the changeling and slaughter them.

He felt something surge within him call it anger or grief it awakened something

"Enough!" He shouted the force of his voice breaking apart both sides "Why do you hide behind your army face me!"

"As you wish" the griffin said landing in front of him

Midnight's army advanced "NO!" He shouted a wild fire of rage burning in his eyes "This is my fight"

The griffin lunged at his and swung his sword while Midnight dodged with the skill of a master.Midnight turned and kicked his back legs into the griffins chest effectively sending him falling backwards accidentally leaving his sword in the ground. As he reached for it Midnight put the tip of his sword up to the griffins throat and shook his head.

"Kill them! KILL THEM ALL" the griffin ordered

"You have no honor do you?" Midnight asked

"Honor is another word for weakness" he said

"When you get to Tartus tell my mother i said hello" Midnight said slitting the griffins throat

The world around him became silent as ponies and griffins alike stared at the sight in front of them.

"This war is over" Midnight said all previous cockiness and sarcasm leaving his voice replaced by a pure bitter hatred that chilled the bones of all around him

"Who do you think you are" one griffin said stepping up

Midnight threw his sword with great strength and without even a moment to realize what had happened the griffin found a sword buried in his chest bursting in a fountain of blood out the back. The sword slowly began to vibrate and dislodged itself from the griffins chest and flew backwards into Midnight's hoof

"Run away" Midnight said to the griffin army who stood staring wide eyed in fear "and NEVER come back"

The last he saw of their armies was their distraught expressions as they disappeared over the horizon                                 __________________________________________________________________________________________

The triumphant blared in celebration. Midnight stood tall among the group of squad leaders that had led the soldiers during the battle all were a bit full of themselves expect Midnight who stood quietly lost in his thoughts. As Celestia began the speech Midnight tuned out completely for he cared little.

Midnight's mind was focused on the moment he lost control the moment the world around him changed...something inside him changed. Midnight came back to reality as he heard the speech winding down and the squad leader in front of him claim his medal and walk off the stage. Midnight did the same but instead of standing on the side he exited the throne room much to the suprise of the crowd Midnight could hear small murmurs through his heightened hearing.

"Midnight... midnight..." a voice called

"WHO GOES THERE!" Midnight voice boomed through the void hallways unsheathing his sword

"keep walking down then turn" the voice whispered to him

"who are you! Show yourself!" Midnight shouted

Midnight felt something brush past his back. He swung his sword backwards only for the weapon too be stopped dead and a loud cling rang out in the dark. A pair of green eyes shone through the darkness and Midnight sheathed his blade.

"Don't do that Nightshade" Midnight said

"Move now" Nightshade said

"Whats going on" Midnight asked

" I said move!" Nightshade responded

"Not until you tell me where we're going" Midnight said

"Can't you hear her?" Nightshade asked

"Who we're the only two here" Midnight said

"Your losing your connection quickly Midnight" Nightshade said grabbing Midnight by the neck and dragging him.

They went through many turn and through many door until Nightshade finally stopped at a door and released Midnight from her grip.

"Prepare yourself" Nightshade said knocking down the door with a swift jab.

Midnight's jaw dropped and his eyes widend in unison

"Its good to see you alive little one after so long" the creature inside said

Midnight bent to his knee's "My Queen"

"He's losing his connection mother" Nightshade said

"Do not worry" the creature said "Come closer Midnight"

From behind the door a flash of green could be seen and few words could be heard

"She lied to me" Midnight said tears falling down his face "I can't believe...she promised" Midnight said beginning to breakdown

"She lied to us both" Nightshade said

"I promise even if its the last thing i do I'll burn this forsaken castle and bury her alive under the ashes!" Midnight   said his eyes turning red and burning with rage

"Are there others my queen" Nightshade asked

"Yes many they will be here by tomorrow" Chrysalis answered

"Tell them that this time we take Canterlot" Midnight said stepping out the room with Nightshade

"What about the Element bearers" Chrysalis asked

"Just make sure to trap them and i will break them" Midnight said darkly "and mother"

"Hmm?"

"If i don't make it kill Celestia" Midnight answered as the door shut behind him

Death of Harmony

Midnight awoke that morning and stretched his limbs and looked over the room to make sure that he could rebuild it after the city was dead and gone. He met up with Nightshade down through the mysterious door that she showed him.

"Are they all here" Midnight asked

"Yes and they are all disguised as guards and have infiltrated the castle" Chrysalis responded

"In exactly 1 hour give them the kill order we take no prisoners of the guard except the one called Shining Armor he will be of use later" Midnight said as he left the room

Midnight looked through the doorway to make sure that the hallway was clear of passerbys and silently slipped through. He looked into his saddlebag and checked for the sulpher that would be the cornerstone of his plan. He snuck into the kichen and greeted the cooks all while sneaking large amounts of sulpher into the finishing foods those he had been sure to only poision after being tasted by the cooks.

He then left and waited. After about 15 minutes he entered the guard mess hall and sat down next to Dawn Star. He looked around and smiled at the guards happily eating their lunch. He smiled  as he heard them begin to cough and sputter.

"Midnight go get help" one said weakly

"Sorry but thats not going to happen" Midnight replied

"What do you mean" he asked

"My queen and i take no prisoners" Midnight said ending his life with a final stab of his sword

As Midnight exited the room he turned and had one last look at the room full of guard scanning over them for Shining Armor he was no where to be found.

Midnight sighed "Just when i thought this was going to be easy

Midnight lit his horn and shot the wooden floor below previously drenched with alchoal. The flames danced in Midnight's eyes and the painful blood curdling screams of the doomed guards fell on deaf ears as the door shut with a creak.

Midnight walked slowly down that hall as the guards turned to greet him they saw the look of murder on his face. He stopped in front of the throne room looking over every detail of that door t make sure that when they rebuilt the burned city to never have a door like it.

The guards walked over and asked Midnight what was wrong. Midnight unsheathed his sword and before one had the time to scream they were dead on the floor. Out of the shadows 5 different guards came out of the shadows letting their eyes flash green to confirm who they were

"Begin the onslaught while i deal with the immortal" Midnight ordered as the five disguised changeling disappeared. Using his collective mind he notified Nightshade to send a letter to the Bearers there would be no surprise this day.

Midnight walked into that throne room that day with an agenda and he would complete it no matter what.

When Midnight walked through those doors the entire atmosphere of the room changed. It became colder,darker,and all together inhospitable.

"Midnihght are you..." One guard began

"Leave us" Midnight said darkly

"Excuse me i have very important buisness here" said the stallion

"I said leave!" Midnight replied his tone of voice becoming louder and deeper on the word leave

"Dismissed" Celestia said "We will resume in a moment"

The stallion left without another word

"Midnight Fury what is the meaning..." She began

Midnight jumped half way across the room landing directly in fornt of her "Shut the hell up!" Midnight said

The guards at his sides drew their swords.

"Kill them both" Midnight called and two black blurs appeared and ran right by the guards and they disappeared.

"Guards sieze him" she called but no answer was heard

"Their dead" Midnight said "A bit too much sulpher" he said with a wicked smile "and your next" He said drawing his sword

A large flash of light was all that was seen before Midnight was send flying through the large door out into the hallway. Moments later Celestia burst through the door rage clear in her eyes.

Midnight laughed

"Whats so funny?!" Celestia shouted angrily

"You think you can win? My death will only rally others you can't kill us all" Midnight said "Especially when you can't even find us" Midnight elaborated "Eventually death comes for us all!" Midnight said and he unsheathed his sword and charged only to stop when he began to see her horn glow.

Midnight charged his attack his magic litting his horn a dull but resonating powerful gray.

"You wouldn't dare" Celestia said narrowing her eyes

"You want to come over here and find out?" Midnight replied

They fired, Celestia a moment after Midnight. While Celestia looked a bit stressed Midnight looked completely stable.

"Did you forget you gave me your and your sister's power only both of you together could possibly stop me but Nightshade should be just about finished with her" Midnight said with a slight chuckle

"You vile monster i'll erase you and your demon horde" Celestia responded expending the better part of her power.

"And you bore me" Midnight replied doubling the amount of power in his attack. The stalemate was soon broken and sent Celestia flying away back through the doors.

Midnight leaped through before she had time to recover and effective held her in his magical grip. He through her directly through the stained glass shattering it. Midnight looked throw the broken glass to see his plan unfolding perfectly. Even from the perch of the castle high above the city he could still smell the smoke and see that flames.

"Prepare everyling" He thought "Cause of now this is war"

All of a sudden Nightshade burst through the doors flying through the air slamming in the the throne at the back breaking it in half. She lied there paralyzed in pain. Midnight saw Princess Luna leap through the door with a sword clutched in her teeth.

He leaped in between them grabbed her and with one kick of his back legs sent her flying through the window.

"Nightshade!" Midnight shouted over the her

"I'm fine" She said getting up out of the crushed remains of the throne.

"Don't push yourself if you need help then ask everyling is critical to the success of this mission" Midnight said

"Yes" Nightshade replied

"Did you break the enchantments on the door" Midnight asked

"Yes the queen will be out shortly" Nightshade confirms

"Lets get down there" Midnight said as they leaped from the shattered portion of the glass

They landed with a loud crash to find the two princess waiting for them.

"Now we end this" Midnight said unsheathing his sword "No magic,no flying, we'll settle this with honorable com

Midnight kicked two swords over to them who picked it up with their magic. All 4 combatants rushed at each other clashing of sword and slices through flesh we're heard. The drones began to close in and finish the battle.

"NO!" Midnight shouuted starling them "This one is mine and mine alone to kill" Midnight said centering his attention on her

Midnight jumped and slashed down while Celestia parried his attack and  sent him sliding backwards with a powerful kick while Nightshade charged Luna and they clashed in a stalemate sending each other sliding backwards. Celestia charged and Midnight blocked and they remained locked.

"After i kill you your sister will be next" Midnight chuckled

"don't..You...DARE!" Celestia shouted breaking Midnight's guard  and with a single slash sending through a building.

The world around him was hazy but he could see two figures that seemed to both be attacking the third who was doing it's best to fight but quickly losing the fight. Midnight staggered out of the rubble and walked towards them dizzily seeking the help Nightshade.

"Midnight!" He heard her yell and he saw her turn her head before a powerful slash from the white figure knocked the sword from her hoof.

"Nightshade..." Midnight said weakly as his vision began to clear and he began to walk more stablily "Just hold on..."

He saw Nightshade dodging blade after blade even getting in a few attacks whenever the blades missed completely. Midnight began to move faster and faster as Nightshade ran out of room to run. They slowly began to enclose her closer and closer towards the wall.

Midnight was now in full sprint coming in fast but not fast enough. As he burst through the crowd he watched as Nightshade was lifted off the ground in a death hold nearly unable to breathe nevermind escape.

"You were a worthy adversary you may have made a decent ally but no matter instead you chose to live and now die like many before you" Celestia said as the blade was plunged through Nightshade's chest.as a ear piercing scream ripped through the air and she was dropped on the ground.

"NO!" Midnight shouted as he burst back into the square and knocked both of the alicorns out of his way.

"Nightshade...nightshade say something...anything!" Midnight said nudging her "Please..." Midnight said as he began to cry

"Midnight?" Nightshade said quitely

"Nightshade don't worry your gonna make it" Midnight said to her tears stinging his eyes

"Midnight...*cough*...i...i don' wanna go" Nightshade said tear sting her eye

"Please don't" Midnight begged

"Please before i go promise me something" Nightshade said

"What?" Midnight asked

"Avenge me" She said as she fell limp

"Nightshade?...nightshade?" Midnight said

Silence hung in the air. Midnight felt cold steel touch his neck.

"Its over" Celestia said

"Let me ask you a question..." Midnight said still holding Nightshade

"hmm?" she responded

"Do you have a FUCKING DEATH WISH?!" Midnight turned and said his eyes burning with the fury of hell

"No" She answered

"Too bad you do now" He said

"Surrender and we may spare your life" Luna replied

"I'll make you a deal" Midnight said beginning to grin "After i splatter you and your blood everywhere you can have it" As he rose to his hooves it began to rain with the sound of thunder in the background

His horn lit and a powerful burst of magic completely leveled the area sending ponies and changlings alike flying backwards. Midnight walked out of the flames burning wild hate shining in his eyes. He charged both of them at once. The slashes of their swords broke through his chitin but not his spirit.

He broke through their guard and began to fight like a wild animal biting, kicking, and slashing them repeatedly. At one point them managed to land a kick sending him backwards and allowing them to regain their composure. Luna charged forward a mistake that proved t be fatal.

Midnight stood and waited and caught her arm as she swung. He ripped the sword from her grasp and tried to stab her with it but she caught it width wise in the nick on time. Midnight took swift action and kicked the handle of the sword with the bulk of his strength slipping the smooth sides of the sword from her grasp and directly into her chest and out the back.

Midnight took hold of the sword and ripped it from her chest and with one quick slash sent her to the ground. Midnight looked int Celestia's eyes burning with a blaze for revenge.

Time for one of us to truly die" He said readying his blade

"We'll see" Celestia replied as they leaped each other

It all seemed to happen in an instant. They slashed each other and at the last minute Midnight stabbed Celestia through the chest with his jagged horn and with one final blast of magic it was over. Midnight landed on his hoofs with a thud fresh blood dripping from his horn and sword.

Celestia however didn't fare as well the blast of both light and dark magic left her seemingly unconcious on the ground next to her sister the burning city of Canterlot surrounding them.

"We did it my queen Canterlot is ours after 20 long years" Midnight said

"Finally the city has fallen i din't think i'd live to see the day" Chrysalis said almost crying tears of joy

"You won't live to see the end of it" Midnight said

"What..." Chrysalis never got finish her sentence as Midnight's blade slit clean through her throat

"Midnight...w..why?" She sputtered

"You failed us once i will not let you fail us again" Midnight said as he aligned the sword with her neck and with a swift slash ended her brief rain

His fellow changlings simply stared at Midnight and didn't dare come near him. Midnight walked slowly over to Nightshade's limp body picked her out and flew to the fields beyond Canterlot and buried her there

"Rest in peace Nightshade" Midnight said

As Midnight once again walked through the halls of Canterlot castle. He once again came the doors of the throne room now his own personal trophy room. It housed the Tiaras of both princess and the crown of his queen. All but 6 spots were filled.

Midnight looked at them and smiled "Not for long" he said shutting the doors behind him as he left

Fall from Grace

Midnight sat on his throne on top the city of Canterlot and looked down. His subjects were busy cocooning many of the former residents. Midnight saw a large colored line over the horizon. He squinted under the glare of the morning sun. He saw the line constantly moving closer to the city inching its way ever so slowly.

He flew down to the watchtower taking a few moments to admire his and his fellow changeling's handiwork. He looked through the telescope only to see Blackheart marching along with what looked like an army towards the city. They still flew the banner of Old Canterlot indicating they probably still didn't know what had happened.

Midnight sent out a message through the hive mind to ready the entire hive for an attack. The soldiers met with him in front of the gates and marched to intercept them. Within minutes the two armies had met in the center of the plane. Midnight leading the changeling horde and Blackheart leading the army of ponies.

"Traitor" Blackheart said narrowing his eyes

"Blackheart it doesn't have to be like this" Midnight said

"Yes" Blackheart said drawing his scythe "it does"

"We can rule this nation together you'll love it" Midnight persuaded

"They wouldn't love us they would fear us!" Blackheart argued

"Please Blackheart" Midnight tryed

"Too late now we finish this" Blackheart said

"Very well we will fight to the death alone" Midnight said darwing his sword

"Works for me" Blackheart said drawing his scythe

"Changeling hide yourself if i should fail eliminate the ponies" Midnight thought

Midnight charged Blackheart and swung his sword and clashed with Blackheart's scthe a ear peircing clash ringing out into the cool mid-morning air. Midnight swung his sword but was countered by a bone breaking punch to the chest staggering him. Blackheart took this moment to pick Midnight of the ground and begin to swing him.

Blackheart let go and Midnight was launched back into the city. Crashing through the black painted windows of his trophey room.

"Get up soldier" Midnight heard Blackheart's voice echo

A kick sent Midnight crashing into the wall cracking his carapace. He felt something push against his chest with a crushing force and blood began to pour from his mouth. He was lifted from his own impression left on the wall by the force of the impact and felt it becoming harder and harder to breathe.

He tried desperately to brake free of Blackheart's grip but it was no use the sheer force in his rage was too much to overcome. Midnight began to slip away.

His vision became blurry and then clear seeing his home minutes before it was destroyed. He saw the castle and the world where he had trained.He saw him and Blackheart sparring once more. He saw the dragon attack and the anarchists. He saw Nightshade and Chrysalis. His life flashed before his eyes and he nearly faded into oblivion.

He felt no heard something from behind him but he was too far gone to register. He felt himself hit the floor and sweet air entered his lungs. He gasped for breathe sputtering and coughing up blood on the floor. He looked over and saw a large black blob standing across from a group of others yet Midnight couldn't understand them.

Midnight got to his hooves and slowly staggered towards Blackheart. He attempted to end Blackheart and the next thing he knew he was sent flying through the wall. He heard the slow taps of Blackheart's movement about to round the corner.

"No i don't want to go" Midnight thought lying there immobilized as Blackheart rounded the corner his blood red eyes met Midnight's and struck pure fear as Blackheart began approaching him.

Time began to slow as Midnight looked around for a way out he found only one logical one...the window.

"Well this is gonna hurt Midnight" Blackheart said as he charged

Midnight smashed the window and in a desperate attempted rolled off the side just as Blackheart smashed into the pillar. Midnight didn't scream as he fell he was too busy trying to get his wings to listen to him he had lost nearly all feeling. He looked up and saw Blackheart jumped from the window. He shut his eyes as he felt Blackheart come down on him with plenty of force smashing him into the ground.

Blackheart then procceeding to pick him up and throw him into the side of a building.

"Give up yet?" Blackheart asked

"You should....no better than...to ask stupid questions" Midnight responded coughing up blood in between words

"Oh really lets see you keep that smartass attitude with a dagger through your chest" Blackheart threatened

"You can't win" Midnight said smiling

"And why is that" Blackheart inquired

"Cause i cheat" Midnight responded and as if they had rehearsed this a large group of Midnight's changeling army appeared and attacked Blackheart,

He took no thought in beginning to mow them down aimlessly  his only target was Midnight. Blackheart began to notice something strange. Not only did not one of them land an attack but it seemed that if he killed one two rose in its place. Their horde was unimaginably large but even if they had infinite numbers it would take time to get to his position but they seemed to pop up instantly.

For a moment he stopped attacking and let them hit him. Nothing not a single attack was landed. He burst out of the circle and they attacked as if he was still there. Midnight had tricked him! He scaled one of the tall buildings to see the coward fleeing for his life as he had ordered the rest to retreat but Midnight had already cleared the mountain and there would be no way of catching him.

Blackheart ran to the edge of the city as far as he could go and gripped his dagger and hesitated.

"I'm sorry Midnight but for the good of Equestria you must die and this time i'll make sure your dead!" Blackheart said drawing his sword.

"Wait" He heard a voice call

He turned to see all six elements accompanied by the Princesses

"He's gone it over let it go" Twilight said

Blackheart looked back at them and looked up at Midnight he closed his eyes and made a decision,

Blackheart thought up the most hateful thing he could in the heat of the moment "Die Midnight and your race with you like you should have years ago!" He said as he threw the sword

"NO!" They shouted

Their words meant nothing. The sword was thrown. Now it was fates choice. Life or death.

Midnight felt on top of the world. He had cheated death. He felt free. He felt alive. Suddenly his thoughts were consumed by pain and he heard the sickly slicing of his own flesh. He felt himself falling. He felt himself fading. Death had come back in force and now Midnight had to face his wrath cold and alone. He felt Death steal his breathe as he hit the ground.

Midnight's vision begins to blacken and he sees the blue sky begin to fade. He sees the last bit of daylight shine and watched in horror as it began to drift away. Darkness began to completely grip his vision and a tear fell down his face.

"I don't wanna go" He said his vision turning completely black

Alive?

Midnight felt his life slip away from him and he was met with nothing but darkness. He layed there injured and in pain unable to move even a single muscle. He failed to even speak but within his thought he ranted on and cursed.

"Dammit Dammit all" He thought "Where is my judgement i would rather burn then be here"

Slowly but surely the world around him began to glow and shine until the light was blinding him. The world took form shapes and colors flooded his vision. He found himself in a dark room strapped in tightly to a metal bed with a cushion like the ones used in hospitals.

He began to panic. He kicked and thrashed at the straps that held him down. Occasionally screaming in pain out into the dark void around him. He slowly began to calm down after his tactics were clearly not working. His limbs were on fire from the sudden outburst which left him out of energy and out of options.

He sat back and closed his eyes for a moment just to rest. He opened his eyes and gazed over toward on of the straps that help him down. They were made of iron normally easy for him to break off but after cheating death he didn't feel so righteous. What did he have to work with? He thought for a moment and realized.

"My magic!" Midnight exclaimed

His horn began to glow brightly but quickly began to fizzle out.

"No!" Midnight shouted

He doubled his efforts and his horn began to glow even brighter than before. He concentrated and using the better part of his slow withering willpower shot off the iron straps that restrained him. He slowly crawled his way out the cold uncomfortable bed and the moment his hooves made contact with the floor he fell over.

He heard gently tapping coming from above him. He easily determined that he was either in a building or underground. He heard banging and crashing. He heard screaming and banging that progressively got closer and grunts of pain that came at regular intervals and then stopped suddenly.

He heard a feminine scream and a crash against the wall across from him.

"Alright *cough* enough" He heard a familiar voice say "Take what you want and go"

"Hmmmmm" He heard another voice say definitely a male but not all that large he could tell by the pitch of his voice "I think you've forgotten who's boss"

"C'mon Striker be cool it doesn't need to..." The other voice said becoming increasingly familiar as he listened

"You need to learn your place Nightshade" A realization hit Midnight... Nightshade was alive and about to be in deep trouble.

He heard the grunts of pain and the crack of a bone or two. At this points his blood was close to boiling his eyes filled with anger. No not anger...anger is that emotion that you get when someone mocks or teases you. This was worse it was burning and feverish like love but at the same time dark cold and corrupt like anger. It was pure hatred. From the little light that was inside of the room he saw Nightshades blood.

One moment he was running towards the two voices barely being able to make out their shapes. He tackled one and heard a low grunt when it hit the floor. The next thing he knew he felt warm blood on his hooves and he was attacking the figure with a fury of punches.

The figure kicked him off and jumped at him. He dodged leftward and countered his attack with an uppercut to the head which sent him stumbling backwards. He then went of the offensive. He was like a demon some sort of savage rabies infected beast punching kicking and biting with his dagger sharp teeth.

He heard Striker shouting and felt him kicking. Midnight but into his throat and felt his blood pouring into his mouth. He didn't care that he was killing him. All he was thinking about was saving Nightshade's life and finding out why in the world he still had a heartbeat.

Slowly the kicking became less forceful and with a loud sudden crack Striker stopped moving all together.The world around him fell silent. For a moment all he heard was the sound of his own breathing.

"M...Midnight?" Nightshade asked

Midnight's head whipped around. He had been so busy fighting Striker that he forgot that Nightshade was lying there watching him.

"Nightshade" Midnight said. His voice came out harsh and threatening

He walked over to her.

"Are you alright?" he asked

"How did you?...How are you?" Nightshade said stumbling over every few words

"Crazy day huh?" Midnight said grinning offering to help her up

"You don't know the half of it" She said pulling herself up "Welcome back to land of the living killer" She said grinning

"How do we get out of here?" Midnight asked

"Up the stairs just over there" She said  taking the lead

Midnight followed her out of the dark room and up the stairs. he silently listened to the gentle tapping of her hooves. The stairs twist and turned until he could see a faint light. He ran towards it like a child running to his mother stumbling over a few times.

"Midnight wait!" he heard Nightshade yell but he didn't care all he wanted was to finally see the light of day.

He burst through the door to see the new world around him. He opened the door and he found everything to be strangely the same. Literally it looked like nothing had changed over the years. It seemed extremely odd and slightly unnerving. His mind started to slip away a bit as he was lost in a sea of his own thoughts.

"Suprising isn't it?" Nightshade asked

" Nothing's changed?" Midnight asked

"Not a thing" Nightshade said

"So what now?" Midnight asked

" Well we don't have any reinforcements they all...after the fight" She began

"Don't remind me"Midnight said staring at the ground

"Did...did they at least make it out alive?" Midnight asked

"Only about 100 out of the 10,000 that were there" Nightshade responded

"Were there..." Midnight paused control his emotions "...what about the little ones?"

"..." Nightshade refused to respond

" Motherfucker!" Midnight shouted as his few emotions began to take control of him

"That's not all" Nightshade begun "They came back to search for your body and since they didn't find a corpse the city is on high alert no chance of either of us getting in or getting back out"

"How can it get any worse?!" Midnight said

" Umm yeah well the thing is they have the Elements of Harmony looking for us?" She said

"We have to run" Midnight said

"No we've never ran from a fight and i'm not going to let you start now"

" Nightshade open your eyes!" Midnight shouted at her "we are out manned and out matched one step inside Canterlot will be a death sentence!"

"You're really funny Midnight" Nightshade said narrowing her eyes " You think they will get let us go? After all of the hell we raised? They won't stop they may find you if your stupid about it but not me. I don't want to die unlike somelings obviously!"

"Really you think you're living?" Midnight asked appalled " Running around, hiding, hitting them and then running for your life, simply hoping that they don't have someone stronger than you. You would be alive but you'd be living in fear and that's being alive not living its pathetic."

" Choose your next words really carefully. Midnight Fury who's side are you on? Your sister's or the side that tried to kill you?" Nightshade asked

"Whatever side isn't starting the fight" Midnight responded

"Then your no brother of mine" Nightshade said as she turned away

" Its time for us to part ways " Midnight said

"Fine by me"

"Maybe our paths will cross again"

"I hope not"

"Goodbye Nightshade"

"Goodbye Midnight"