The Secret Apprentice

by The Grimm Reaper

Rating: teen
Tags: Main 6, Gore, Slice of Life, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Romance, Princess Luna, Original Character, Trixie, Princess Celestia, Sex
Length: 8818

Twilight finds out the truth about her old lessons under Princess Celestia from an old friend who suffered because of them.

IMPORTANT: Not a Star Wars/ Starkiller cross-over!!!
Twilight enjoyed her foalhood learning from under Princess Celestia and she knows those lessons have paid off in the long run. Her knowledge and power attest to that greatly; however, she's about to get a rude awakening from an old friend she'd only ever seen once. Orion Starlight, a colt shrouded in mystery has found Twilight and has claimed to be the secret apprentice of Princess Celestia, suffering grievous lessons the likes of which would turn everypony's stomachs. Will Twilight believe the mysterious day-old friend, or will she remain steadfastly loyal to her Princess and fight for Equestria?

Published 2013-02-24 12:20:01 UTC
Last updated 2013-08-03 08:22:04 UTC

Prologue

“It was a pleasure to have met the public student of Princess Celestia.” I didn’t understand why he’d said it the way he did. Then again, it didn’t seem to matter to me. I was only a small filly who had just been labelled Princess Celestia’s new student. On my first day, I ran into this colt. He was a nice enough looking boy, with an ocean blue pelt and a misty sky blue mane and tail. His eyes were clearer than the purest water, but held an olive green colour with a hint of gold in them. Overall, he was, as I mentioned before, a nice looking boy.

I was gathering some things I thought I would need to begin my lessons with Princess Celestia when I accidentally bumped into him. He’d said he was sorry and had offered to help me gather the bits and pieces of my assortment that had scattered in the collision. He noticed me right away; I guessed I wasn’t beyond popularity amongst the other foals. To even things out, he said that his name was Orion Starlight. I liked that name. It coincided with my favourite subject, astronomy. If the night were upon us at the time, I believe I would have shown him the constellation of Orion (Regardless of his knowledge of the star cluster or not).

He spent the day with me, helping me gather my things and setting them in my room. Normally, I wouldn’t let even a guard in my new room, but he was different. I knew he was kind, and I could just feel some sort of connection with him. It wasn’t until I tried to introduce him to the princess that he seemed shaken. His personality had done a 180 and he seemed distant. Ever curious I did some tests and found that only when discussing Princess Celestia did he shirk from his default personality.

Looking back, I should have enquired about him with the Princess when we parted ways, but I was happy to have made a new friend. Unfortunately, I never saw him again. In my free time, I’d asked the other ponies about Orion, but they knew even less than nothing about him; they didn’t even know he existed. I could understand some ponies paying no attention to a single young colt of average colours, no matter how sharp and clear they were, but for nopony to know who he was troubled me. I’d hoped Princess Celestia would have been able to alleviate some of the mystery, but when I asked her about him, she seemed to dodge the question and sent me to study.

Over the course of time, I forgot about Orion and my studies improved. When I faced Nightmare Moon and gained five new friends, I was immediately reminded of Orion and his mysterious lack of a background. I told neither my friends nor my family about Orion, but when I met Trixie for the first time, I saw a familiar clarity in her eyes. Though a different colour to his, she shared his sharp and crystal clear gaze. Given her attitude, I shrugged it off as mere coincidence, but the memory still emerged once more. I’d long lost interest in finding the truth behind that colt, but I never forgot him.

As my friendship with the others grew over time, I found myself thinking less and less about that strange colt to the point I’d forgotten his name. Things no longer reminded me of him, even when they should have. Bonds became stronger and memories faded away. But now, after my brother’s wedding to Princess Cadence, I found myself wandering the path I took with him, and that alone brought everything back. I confronted Princess Celestia and Luna both about him once again, and their joint discomfort regarding the subject had increased over time. I thought it might have been because of the wedding and the fact that I’d caught the bouquet. Regardless, they both diverted from the subject, promising the answer some other time, as business called for their immediate attention. I did not like their response, but I had no choice but to obey. They had never led me astray before, why would they now?...

Chapter 1: Resonance

Ponyville was bustling with excitement as a new day dawned upon the restless villagers of the town. Pony after pony moved like purposeful ants to their destinations to either give or get what they wanted or needed for preparations for something or other. The weather was clearer than the pools in the Crystal Empire; not a cloud in the sky, even over the Everfree Forest which seemed rather domesticated compared to usual. All in all, it was a good day for everypony and everything. I on the other hoof was having a terrible day. The scaly pest of an assistant had decided to count my diary as one of the books that needed re-shelving and had hidden it somewhere in the Library. That reptile would soon become the perfect saddle bag, or perhaps a dragon skin rug right by the fire. To my greater misfortune, Spike’s Draconic memory had kicked in a week prior and he began reciting entries from my diary that he’d skimmed over, one of them concerning how cute Big Macintosh looked at the Royal Canterlot Wedding.

Spike and I both gasped as if we were suffocating as Applejack entered the Library with a smile on her features. There was an eerie silence as I waited for the cage to come down on the rule against her brother and before we knew it, Spike and I really were suffocating.

“What’re we doin’?” Applejack asked, breaking the ice. I had no answer for the farm mare. Fortunately, Spike came to our rescue.

“Tai-chi! It’s just so relaxing.” he replied. I winked at the reptile who smiled warmly, the hint of deceptive glee present in a way only I could depict.

“Ain’t that the same excuse we gave Fluttershy after she entered when y’all said ya wanted ta kill Angel bunny for decoratin’ the Library with… uh… caviar?” Spike and I fell to the ground. We forgot that Applejack’s memory was entirely comparable to a dragon’s.

“Besides, y’all can’t do Tai-Chi ta save your lives.” Having added insult to defeat, I knew what was coming next: “So, what were y’all talkin’ about before Ah entered? Ah promise Ah won’t get mad at y’all.” My eyes shot over to the quickly opening muzzle of the dragon.

“Oh well we were talking about how Twilight thought Big Mac was–.”

“I will skin you alive, you traitorous reptile!” I threatened. Spike just blew me a raspberry and finished the sentence.

“Cute.” I blew my top off. Bursting into flames, I began to chase the lizard around the Library, being careful not to burn any books as I swept closer and closer. I was about to create Fricassee dragon when he came to a screaming halt and covered his mouth like he was going to throw up.

I reluctantly reserved my anger towards him for another time as he belched a letter from the Princess. Catching it in my aura I read it over.

“Ugh, the urgent ones taste bad.” the dragon grumbled as he clutched his stomach. While Applejack offered a comforting pat on the shoulder, I skimmed over the letter again. It was different to any other letter the Princess had sent to me. While it read urgency on a regular level of danger, it felt as though the urgency was much greater than she led on. I couldn’t wrap my mind around it.

“We need to go to Canterlot immediately.” I stated.

((Four hours earlier – Canterlot))

Deep within the dungeons of Canterlot Castle, where not even the rats would tread, the entire row of cells were empty, save one. Runes and spells of all sorts covered the bars and the walls within that cell. Guards would not tread more than thirty feet from the entrance for fear of going mad.

The Princess of the night, however, was not so easily swayed from such a dangerous place. Luna walked with two of her night guards at either side of her. She had a proud stride to her, its grace not lost even in a place as this. As expected, her escort stopped thirty feet from the cell, leaving her to go on ahead. She understood their perturbation all too well; even as she approached the door, she could feel waves of magical energy seeping through the cracks of the doors. But then again, that was supposed to happen. The cell was designed to drain the prisoner inside of all their magic, leaving them with just enough to survive. It was a constant and painful thing, something Luna felt nopony deserved to suffer.

She swallowed hard before unlocking the door with her magic, a light blue hue emanating from around her long horn. There was a clicking sound from within the cell door and it opened with a loud and long creak, sliding into the wall beside it. The magic rushed out like compressed air, stinging Luna’s senses. She was surprised to say the least that the magic had taken on a physical form; wispy waves of tri-coloured magic soared past her, begging for release.

The stench of a prisoner unkempt and malnourished filled her nostrils. It was the smell of something on the border of death. She looked at the far wall from the entrance and saw him: the ocean blue unicorn with the olive eyes and sky blue mane hanging from chains bolted to the wall. But he was now even less of the unicorn he once was. Luna closed her eyes and refused to look upon him further, but she continued forward, using her mind’s eye to guide her way up to him.

“Princess…” a surprisingly clear voice reached her ears. It sounded weak, but it wasn’t nearly dead enough.

“I am here, Orion.”

The blue unicorn lifted his head to meet Princess Luna. He noticed her closed eyes and smiled as best he could.

“You fear the appearance of somepony who has suffered far greater than yourself?” he asked. Luna ignored the insult within the question and answered him truthfully.

“I pity one who has suffered greater than myself. I pity you, Orion.” she tried to be kind and considerate, like her sister had been to her after she’d lost to the Elements of Harmony, but…

“Pity doesn’t erase the pain suffered in the past, justice does. You’re too forgiving, Luna. Had I been in your horseshoes, I’d not have forgiven Celestia so lightly.” Luna sighed at his response.

“Vengefulness breeds pain, forgiveness breeds peace.” attempting wisdom on the young stallion, she found it to be in vain.

“Forgiveness is not justice.”

Seeing no reasoning with the unicorn, Luna sighed and approached him closer. “Neither is vengeance, my little pony.” no response came from the unicorn. It appeared as though no more words would be spoken amongst the two. As Luna proceeded to leave, opening her eyes toward the exit, he spoke once more.

“It is both of these things.” Luna halted and turned to face him, forgetting his appearance disturbed her.

“What?”

The unicorn cracked his neck and motioned the princess closer. “What do you do when there is an evil you cannot defeat by just means? Do you stain your hands with evil to destroy evil, or do you remain steadfastly just and righteous even if it means surrendering to evil? In either case, evil remains. You can’t have a concept of justice without good and evil, both of which are merely two sides of a game whose winner matters not.”

Luna listened to the blue stallion, considering his view on the way of things. “Then what would you do were you set free?” she asked.

“Should you trust me to answer truthfully?” he replied with a smile.

“Somepony who has such a grey view of the world would see no reason to lie.” she countered. Orion’s smile deepened and he nodded.

“Too true your majesty. Yes, should I leave this place, I would attempt to get my life back.” he said. Luna smiled at him and left the cell, closing the door afterward.

“I will discuss your release with my sister. I believe you will do great things for Equestria, Orion Starlight.” As she left Orion sighed, his smile fading immediately.

“Again, it’s all perspective, Princess.” with a powerful kick against the wall he rested on, the runes surrounding him lit up. The magic that had once been stolen from him returned in full force. His bonds were shattered to pieces and he fell to the ground. The magic continued to flow through him and his eyes lit up with it.

“In order to get my life back, I must take it from your sister.”

((Now))

“So that’s what happened?” I asked, seeing no lie in Princess Celestia’s eyes. She’d regaled my friends and I with the news Luna herself had delivered to her.

“Yes, Twilight. I believe the Elements of Harmony are the only thing that can stop him now. Orion is stronger than any enemy you’ve come against so far. Nightmare Moon, Discord, Chrysalis, King Sombra… all are inferior to this pony and you and your friends are the only ones capable of stopping him. I fear also, that he is after my life.” Princess Celestia replied. I found it difficult to believe that the same colt I met when I first started learning under the Princess could be the most powerful foe I’d yet to face. I almost didn’t want to face him for those two reasons.

“What Ah don’t get is why he’d wanna take ya life anyway, Princess” Applejack said, drawing in a question I myself wanted to know the answer to. Princess Celestia seemed less than willing to answer truthfully.

“Orion Starlight… is my student.”

“WHAT?!” A chorus consisting of our combined voices rose to challenge her claim. The Princess seemed saddened still.

“While Twilight’s enrolment as my personal student was publicised, I took in a secret student, Orion. He was given the same tests as Twilight. In a sense, he was a test himself. I needed two unicorns of completely opposite gender and personality. I’d set them up in different environments, such as the public student, and the secret apprentice. I gave the same teachings to the both of you and over the course of time, Orion became warped and twisted.” she said. As her student and her subject, I felt it right to believe her.

“Oh, that old song and dance, Celestia? Honestly; a partial truth may still be a truth, but it leaves the rest to be interpreted as a partial lie. Therefore, it is still a lie.” An unfamiliar voice spoke out directly to my right. I’d thought Pinkie Pie had been beside me, but as I looked toward the source of the voice, I saw… him. Orion Starlight. He was as magnificent as I remembered. His coat and mane were shiny and his eyes clearer than ever before. Despite my appraisal of his appearance, I gasped in surprise along with all the others.

“Orion! You dare show yourself here of all place–.”

“You forgot the part where you used me as a test for Twilight’s lessons. Used my own endurance to test which would be better for her. Should she fight a dragon? Let’s test the possibility on Orion. Would she benefit from climbing the mountain that was the home of the Windigos? Let’s see if Orion makes it first. Every lesson I succeeded with ease, you gave to Twilight, every lesson I either failed or had difficulty succeeding in, you checked off her list.” I couldn’t believe what he was saying. Princess Celestia had used him to test the difficulty of my own lessons? It wasn’t possible.

“Poor Twilight thought your teachings were a result of hundreds of years of perfecting your teaching skills, when in actuality, you played with my life to ensure she was raised and taught the finer lessons in life.” there was no conviction in his voice as he spoke, only sadness and for some reason, sympathy.

“You lie, Orion. I will not have you making things up to sway my ponies from me.” Princess Celestia said. As she spoke, my friends and I instinctively circled the stallion, cutting him off from escape. I was torn between wanting to know the full truth and remaining loyal to my Princess. Orion looked at me with those eyes, the sympathy emanating from them.

“She said it herself, Twilight. I’m more powerful than anypony you’ve faced before. How do you think that’s possible? I know everything you know, true; but your knowledge alone makes you little more than a great unicorn, certainly not a threat to Equestria. Your teachings alone couldn’t possibly make you what I am, so the only conclusion is that I know more from the teachings she denies having taught me.” I was slowly becoming convinced of his side of the story, but my heart wouldn’t allow me to lose faith in my teacher, our teacher.

“Don’t let him trick you, Twilight.” Rainbow Dash said, diving for Orion. Without breaking ye contact with me, I watched as the blue stallion jumped up and twisted his body around. His hind leg collided with Rainbow Dash’s head at the right moment and she was sent upwards, hitting the roof. Orion had finished his rotation and had returned to his stationary position staring into my eyes still.

Rainbow Dash fell to the ground hard, harder than she was used to. A whimper escaped her as she refused to move from her spot. Fluttershy broke formation around Orion to try and aid the fallen Pegasus. As I’d hoped, Orion didn’t try to stop her.

“I have no quarrel with you or your friends, Twilight. Princess Celestia is my only objective.” he said.

“Objectify this, you ruffian!” Rarity shouted, using her magic to wrap Orion in the Castle’s curtains. With his eyes still on mine, a magical force burst forth from Orion’s body, tearing the curtains apart. They rested around him and he made no move to incapacitate Rarity. I continued to watch in silent awe at his effortless methods of repelling my friends.

“Looks like it’s apple buckin’ season!” Applejack charged forward, stopping just short of the unicorn. She skidded around and reared her hind legs up. As she thrust her hooves towards him, Orion made no move, taking the full force of Applejack’s buck. His head barely moved, let alone showed signs of being struck. A second later, Applejack was dragging her hindlegs along the ground.

“Gosh darn it! What’s his head made of, Iron?” I found it incredibly difficult even he could shrug off one of Applejack’s kicks. She’d been apple bucking trees most of her life. She had the strongest legs in all of Equestria, short of magically enhanced muscle and bone structures. That was how he did it. Usually enhancements such as that were limited to the legs, but he’d augmented it to include his entire body. He’d be as strong as a teenage dragon.

Up next was Pinkie Pie. Hopefully, she was able to grasp the danger of the situation and think of a way to stop it. The odds weren’t in our favour. Before she could even move, crystals emerged from beneath the stone floor and wrapped themselves around Pinkie Pie and the others. I looked back to Orion to find his eyes changed to those enhanced by dark magic. He released his hold on the crystals and they stopped growing. All but Fluttershy and I were entrapped in the crystals. I assumed he’d spared her from entrapment so she had freedom to aid Rainbow Dash and Applejack. Why he left me alone was a mystery still. Finally moving from his place, he stepped toward me. I found myself frozen. Step after step felt like pangs of ice cold fear shooting through me. His hooves resonated through the hall and stopped right in front of me.

He was inches from me. That was all I knew; he was so close and he didn’t have any semblance of the boy I knew.

“Orion…” I didn’t know what to say next. There was something about him that had me stuck in place, my body chilled to the bone, but my heart burning hotter than the sun. I wanted to run, I needed to run. But I couldn’t.

“Stay away from Twilight, Orion!” I heard Celestia shout from behind me. Orion finally dropped his gaze, and a weight was lifted off of me. He shouted back at the Princess.

“You lost the right to command me three years ago!” Three years ago; the year I defeated Nightmare Moon, they year I moved to Ponyville… the year I found my friends.

The situation was growing too great too quickly. I forced magic into my horn and then expanded it outward in every direction. Orion was forced backward away from me. Celestia was pushed into her throne. My friends were freed from their crystal bonds and I had space to think. Orion seemed unperturbed by my demonstration of power. I’d have gone so far as to say he was dissatisfied with it.

Before things could go any further, my brother burst forth from the entrance along with a contingency of royal guards and surrounded Orion.

“Leave my sister be, Orion!” he ordered. Orion seemed to not even notice the spears pointed at his jugular.

“You’re not ready yet, Twilight. You’re not strong enough to fight me. When the time is right, we’ll face off.” he said.

“But I thought you had no quarrel with me.” I protested.

“And I don’t, but I do have plans for you; one, specifically. But until then, I’ll be waiting.” before anything more could be said, he disappeared in a flash of light that was my teleportation spell. Everypony dropped their guard and felt the danger pass overhead. I fell to my knees in mental exhaustion. Princess Celestia had some explaining to do. I wouldn’t be satisfied until everything was answered, and she knew it.

Chapter 2: Sacrilege

Orion ascended the three steps of the small caravan that he’d heard about from passers-by. It had been so long since he’d seen her, she deserved to know he hadn’t forgotten her and that he was still alive. The blue unicorn knocked on the door to receive no answer. That was fine. He tried the knob; locked. Using the dark magic more commonly used by the late King Sombra, he turned into smoke and flew through the cracks between the door and its hinges.

Re-emerging as his old self, he stepped forward to see what was inside. As he’d feared, during her years alone, she’d become very self-centred. Little else aside from her own possessions and posters were within the trailer. With a sigh, Orion made his way over to the bed and sat on its edge. Just as he was about to relax, he heard somepony fiddling with the doorknob. There was an unlocking sound and the door opened, revealing a sky blue unicorn mare with a well-kept silvery mane and tail. She seemed exhausted, but that didn’t hide the shock that fell upon her face when she laid eyes upon her intruder.

“Hello, sister.” Orion said.

((An Hour Later – Ponyville))

The day’s events had left me unnerved and exhausted. It felt good to be back home in the Library. The girls had joined me in the reading room to discuss Orion and his authenticity.

“He’s obviously lying. Princess Celestia detests causing harm to her ponies. You of all ponies should know Twilight.” Rarity concluded. There was a cluster of unanimous agreements that followed, but the girls didn’t know him like I did. Then again, did I really know him at all? I knew of his existence and that he was, at least once, a nice boy. But that was it. I knew as much about him as I did about the fillys’ tales, like Slendermane or The Pony Piper.

“There are things the princess hasn’t told us about. She knew Nightmare Moon was coming, but didn’t tell anypony. None of us knew about Discord until he broke free, forcing the Princess’ hoof. She didn’t tell us about Orion until today. She waits until the last possible second before telling us things that should really be common knowledge. Orion was right; the Princess lies.” I could tell the girls were deeply saddened by my opinion and were trying to justify my statements.

“He’s still a liar!” Rainbow Dash interjected. “He said he went through hardships like fighting Dragons and Windigos. That sort of thing would leave wounds and scars on anypony; I didn’t see a scratch on him.” she said. I had to confess she was right about that. His near-perfect body made his story that much less believable. I found myself blushing as I thought about his body and how graceful it was. Sadly, Applejack caught on and addressed the issue.

“Ah’m thinking our Twi’s got a thing for bad boys.” she said. Now that everypony was focused on my expression, I couldn’t help but go red. The worst part was that I didn’t think to deny the claim. It seemed though, that doubt was strongly connected to Loyalty as Rainbow Dash denied it for me. Flying over my head

“Nah, Twilight’s just confused about the whole thing. There’s no way in Tartarus she’d be that liar’s friend, let alone have an attraction towards him.” she said. The idea struck me like a bolt of lightning.

“That’s it!” I exclaimed, startling Dash out of the air.

“What’s it, Twilight?” Pinkie asked, an eager smile on her face. I shared her smile and addressed her directly, ignoring the others.

“If we can be friends with Orion, he might not see any reason to kill Princess Celestia!” I said. The others seemed confused, but Pinkie was obviously happy just to make a new friend. “Think about it; Orion obviously believes Princess Celestia stole his life away. If we can give him a new life, he might think twice about trying to get his old one back. Besides if Fluttershy can convert Discord from bad to good, surely we can all cure somepony of simple revenge.” I explained my plan; the girls seemed sceptical and uncertain.

“Ah know y’all wanna help this pony, Twilight, but sometimes ponies can be beyond help. Sombra’s a good example, then there’s Chrysalis.” Applejack said.

“Well to be fair, Chrysalis isn’t exactly a pony, and Sombra was…well he was by nature evil. Orion isn’t evil, he just believes Princess Celestia is.” I said. Clearly, opinions differed among us. I knew Pinkie thought it a good idea, and Fluttershy seemed to be hopeful, but the others were still opposed to my plan.

“Am I out of line to suggest that maybe Orion deserved the hardships he went through?” Dash asked. I snapped at her immediately afterward.

“Yes!” I watched as she retreated to the ground beside Applejack in shame. “Nopony deserves to be pitted against Dragons and Windigos, not even Discord would have deserved such a thing.” I made it very clear that I was right about this.

“Well… it’s not like we can really… do anything to stop him.” Fluttershy said amidst the silence. All but Pinkie and I turned to her.

“What do you mean, darling?” Rarity asked.

“Well duh, isn’t it obvious? He wiped AND polished the floor with us last time, and the Elements of Harmony won’t work because there’s a conflict of interest among us. The Elements only work when everypony’s of the same mind.” Pinkie replied. Even I was surprised at the amount of thought she’d put into that statement.

“Pinkie’s right. I won’t allow the Elements to bring harm to Orion until I’m absolutely certain that he has to be stopped. Until then…”

There was a knock on the door and I was interrupted from my thoughts. Everypony, including myself turned to the door. Cautiously, I walked toward it and cracked it open. I couldn’t believe it.

“Twilight–.”

I slammed the door shut on him.

“It’s Orion!” I whispered. The girls gasped in unison and quickly began thinking of ways to get rid of him. I myself was surprised he’d just… show up out of the blue. Then again, he’d done it before.

“Quick, put a shield around the tree.” Dash suggested.

“Just keep that door closed.” said Applejack.

“ Throw him into the fire, we need more firewood.” Pinkie added. I bit my lip as I wondered what to do, Should I let him in, or try and make him leave?

“Maybe I’ll come back when you’re all not poorly whispering even crappy ways to repel me.” his voice sounded through the door. As I heard his first hoofstep, I reacted without thinking. I threw the door open and pulled him inside, slamming it behind him. The girls surrounded him again, most of them ready to attack. Pinkie, Fluttershy and I took a more relaxed stance around him.

“This could work. You’re standing in different places to before, well done, you’ve really beaten me.” his sarcasm was bitter, much like the loss we suffered back at Canterlot.

“What do you want, Orion?” Dash demanded. Orion turned to her.

“There are many things I want, Rainbow Dash, but if you’re referring to here and now, I want to talk.”

“Talk?” Applejack repeated.

“Yes, talk. Though I’d really only planned on talking to Twilight alone. However, I see no reason you all can’t be present.” he turned his attention to me and our eyes met once more. I could feel the intensity in which he devoted himself to his goal. It washed off of him like a wave.

“I’ve a favour to ask of you, Twilight.” as he spoke, the girls scoffed at him.

“A favour? After what you did, what you tried to do, do you really expect Twilight to just do you a favour?” Rarity demanded.

“Yes.” Orion deadpanned. “Although, expect is too strong a word for what I’m saying. I believe she will do me this favour because I know Twilight to be the kind of mare who enjoys helping others, especially her friends.”

“You’re not her friend, you don’t know anything about her!” Dash protested.

“I know everything about her, and I knew her long before any of you did. I’m surprised she didn’t mention that fateful day to you. Regardless, I know more about her than you do.” Orion challenged. I watched him make claims that were next to impossible.

“What’s her favourite colour?” Applejack asked.

“Blue.” Orion replied. Correct.

“What about her foalhood doll, what was it called?” Rarity asked.

“Smartypants, and she still has it, despite the wear and tear.” Correct again, though slightly creepy that he knew that.

“What does BBBFF mean?” Pinkie asked.

“Big Brother Best Friend Forever. A sickeningly sweet terminology for the relationship between herself and Shining Armour, the Captain of the guard whom interrupted our little get-together previously.”

“How could you possibly know all these things about me?” I asked, not even bothering to hide my fear.

“You stopped trying to learn more about me, Twilight. I on the other hoof, did not. I’ve tracked your progress throughout your years as Celestia’s student, ever since the day we met. I’ve had plans for you from day one.”

“What plans?” I asked.

“You’ll find out in all good time. But enough about the conflict, I came here for something that I wish not to have any involvement in my struggle against Celestia and effectively yourselves.” he said, taking a step toward me. I instinctively took a step back.

“What do you want me to do?” I asked. Thankfully, he didn’t take another step toward me. He wanted my trust for this.

“There’s somepony I’m afraid for. My sister is the only family I have and I fear it isn’t beyond Celestia to use her against me. She’s innocent in all this and knows nothing of what really happened. She believes I went missing some years back and just found my way home.”

“Who is she?” I asked, curious about Orion’s last remaining relative.

“She’s waiting outside. I didn’t bring her in because I also wanted to show you something that will prove I was telling the truth.” he replied. I looked to the other girls who were silently shaking their heads at us.

“Why pick me? I’m involved in this too.” I asked.

“Because like me, Celestia cannot hurt you, will not hurt you. She treasures you above all else because you are her academic progeny. My sister is safest with you.” I considered what I might be able to do here that would allow me to put the girls’ minds to rest as well as accept Orion’s request. He was right, I took great pride and comfort in helping my friends, and Orion was my oldest even if I knew next to nothing about him. But that would change soon enough.

“I’ll take her in on one condition.” I offered. Orion waited for me to finish as the girls began to groan in protest. “Show us physical proof of your story. Climbing mountain tops full of Windigos and Dragons would undoubtedly have left you with some scars, yet you’ve retained a perfect form.” I caught Orion’s brow rise at my last statement and I couldn’t help but blush as I realised what I’d said.

“I’d planned on revealing said scars as proof of my story, but if that could double as the condition for her protection, then I’ll show you without hesitation.” he said. I nodded in confirmation, sealing the deal with a hoof shake. It was then I noticed that despite his somewhat medium build, his hoof was very heavy.

“Despite the gruelling training I endured, I managed to hide the real results from Celestia, making her think they were uneventful. Of course, she became aware of my deception shortly before you went and freed her sister. I’d planned on controlling Nightmare moon to aid me in defeating her once and for all, but you blew that plan to Tartarus.” He stood back in the middle of the circle and cracked his neck, showing some pain at the action.

“Anyway, the results are rather useful when hiding in plain sight. Over the years, I learned how to disguise myself as a Changeling does, which is why you didn’t see any scars before. Now before I show you the extent of my wounds, I should caution you, my real appearance is not for the faint of heart or weak of stomach.” he turned to Fluttershy as he spoke, trying to warn her above the others.

“It’s okay, Mr. Starlight. I want to see.” Fluttershy said, sitting in her place. Orion nodded understandingly at her and sighed.

“Very well. Here goes.” My curiosity peaked as I saw the familiar green flames of Changeling magic engulf his body and burn away at the perfect form. I imagined perhaps a cluster of scars around his torso, perhaps his face and hooves, maybe burn marks around random places from the dragon attacks; but what we all saw terrified and petrified us at the same time. Along the left side of Orion’s muzzle, the flesh was burned away, revealing the muscle tissue around his mouth as well as his teeth and gums. His left eye was missing, replaced by an artificial light that allowed him to see through magic. Both his front legs were gone. The right one with which I shook was made out of crystal from the Crystal Empire; an aqua green crystal. His left front leg was somehow replaced by that of a Changeling’s. In a way, I as partially right as scars cascaded along his body and his mane and tail sported scorched ends. At the sight of him, his story seemed like a field day compared to the actual torture he endured.

It was upon seeing him as he really was that the memory of him as a young colt the day we met entered my mind and I felt tears reaching the surface of my eyes. Orion was hurt, one of my friends was suffering, constantly pained by the missing limbs and scorched face. I couldn’t take my eyes off of him, but through my peripherals, I could see Applejack and Rainbow Dash drooping their ears and looking away in shame. Rarity having added revulsion to her expression as she mimicked the other two. Pinkie went “sad” and Fluttershy fought the urge to either scream or vomit, possibly both.

“As I said, my sister doesn’t know what happened, which means she also doesn’t know I look like this. She thinks I’m still the same ‘BBBFF’ as ever.” he said, his voice carried with it an echo. He sounded like a ghost.

“I’ll do it. I’ll take her in and I’ll protect her. I’ll teach her everything I know and give her everything I can.” I said. Orion sighed, his relief evident in the way it sounded.

“Thank you, Twilight. I owe you one. I should probably mention that I’ve led her here under the falsehood that there’s a killer on the loose and I’ve been asked to help protect Celestia as one of the Royal Guard.” he said. I caught onto the part where he owed me one. I knew he would never consider sparing Celestia as proper payment, but it could come in handy very soon.

“Alright, send her in.” I said. Orion changed back to his disguised self and called out.

“Alright, come on in T.” he called. There were a few hoofsteps outside the door, then it opened. Yet another shocking surprise appeared before us as Trixie stepped through, looking more bashful than ever.

“TRIXIE?!” We all called out.

“Oh, you’ve all met already?” Orion asked.

Chapter 3: Chance

"Hello, Twilight Sparkle. Trixie has returned." the light blue Unicorn said, sounding and looking extremely ashamed of herself. I almost couldn't believe that this was the same mare that had tried to outclass every pony in Ponyville (not to mention other towns and cities). It astounded me to think how alike the two of them looked now that I saw them together. The resemblance was uncanny. Orion looked like a male version of Trixie.

"Drop the third person, T. You sound like you're from Manehattan, like Rarity, only you're much more pompous." Orion said, causing the once proud Trixie to crouch in further shame.

"How did you know I was from Manehattan?" Rarity asked. Orion brought his attention to my friend.

"I mentioned before that I keep up with all aspects of Twilight's life, that includes her friends. I know everything about her, and in turn, everything about all of you." he replied. "Plus the accent was a given." he added. With my face turned away from my friends, I chanced a humored smile, which Orion caught.

"So what do ay know about me then, smartypants?" Applejack demanded, taking an aggressive step towards Orion.

"Your family actually paid off the debt to your farm three years ago." he replied.

"Whut?" Applejack asked with a hint of confusion in her tone.

Orion sighed and motioned for Trixie to take a seat, to which she obediently complied. "Your farm house, due to its ever expanding popularity, caused by your exceptional skills as a farmer," I knew Orion was playing on Applejack's strings of pride, to which her face revealed the melody to be perfect. "... has actually increased in value over the years. Of course your family has been led to believe that because of its expanding value, your debt would never be fully paid and the farm itself would never truly be yours."

I watched as Applejack became sucked into his understanding of the facts. She nodded in sadness. "What the debt collectors didn't tell you was that you actually met the quota three years ago the day before its base value rose. So essentially you paid off the farm and it's been officially yours for three years now." he said. Applejack was gobsmacked. A smile struggled to form on her face and she kept holding her breath for a number of seconds before letting it go in a sigh of relief and excitement.

"And because you've continued to pay a debt that doesn't actually exist for three years, the sum total could be returned to you with interest if you made them aware of your discovery. Alternatively, you could use that money to even expand on the farm and grow more trees, therefore securing further annual profits." he concluded. Applejack almost did a Rarity faint as she collapsed onto her haunches.

"So you're sayin'."

"The government is actually in debt to you." This time, Applejack did faint like Rarity and the white Unicorn was tasked with catching her friend. "As for you Rainbow Dash, stop paying mortgage to them for a house made out of clouds. To the Canterlot Government, it's a house that doesn't really exist. Besides, you built it, and because it doesn't occupy any land, you're quite literally living free."

"So I could get a refund too?" Rainbow Dash asked.

"Yes, although they can claim that because they never actually asked for any payments from you that they considered it a monthly donation." Orion replied.

"Damn con artists!" Dash complained, dropping to ground level in irritation with her hooves crossed. Orion knew that no other ponies had financial problems or any other issues that required immediate attention.

"Now that I know my sister will be safe with you, I'd best be on my way. Good day girls." Orion tipped his head to my friends before flashing a glance at me. He was half way through the door before my body reacted ahead of my mind.

"Orion, wait!" I called, following him out. I closed the door behind us and drew his attention to me. Now that I had him alone, I didn't know what to say.

"Before you ask, no. I will not reconsider my path. Celestia will not go unpunished for what she did to me." he said, breaking the momentary silence between us.

"That's not what I was going to talk to you about... I don't think. Look, I just wanted to ask you..." I froze. I couldn't ask him what I really wanted to ask him.

"Yes?" he urged. He looked as if his patience was wearing thin.

"Before I ask, could you drop your disguise? I want to see the real you when I ask." I requested. Orion raised a brow before dropping it without warning, as if the raise of the brow was a trigger for the transformation.

Swallowing my pride and erasing my mind of all transient thought, I dove into the question, rather shakily. "I was wondering if... you wanted to... have dinner with me some time?" I flinched back, trying my best to prepare for rejection. To my surprise, he was as stunned as I was scared. I saw his brows rise to their full height. He blinked a few times... or winked, it was difficult to tell.

"Why... did you ask me that?" he asked after what felt like an eternity since. I uncoiled from my flinch and looked at him with determination.

"Because I'm new to this whole thing. And disguise or not, I can see your beauty behind those wounds. Because you know me better than my brother and you trust me enough to look after your sister even though we're supposed to be enemies. And even though I don't know that much about you, you are still my oldest friend. I can't think of anypony better, can you?" I said, reaching a hoof to the unburned half of his face.

"Any stallion would be a better suitor than me. Could you really see a life with me after I eliminate Celestia? Would Luna forgive you for knowingly dating her sister's killer?" he challenged.

"Do you think she would forgive me for looking after your sister?" I retorted.

"Trixie has nothing to do with this war." Orion retorted.

"Neither does Luna." I countered. I knew I had him when he didn't say anything else. I also noticed that he hadn't answered my request.

"Why ask me in this form?" he said, returning to the issue at hoof.

"Because I want you to know that I don't care about appearances (although you're bucking drop-dead gorgeous disguised). I want you to know that I'm not deluded by your disguise, that I want to get to know the real you. You said that Celestia took your life away from you. I want to prove to you that that simply isn't true. You can start again, get to know me better as a pony, not just the aspects and activities in my life. Become a part of it." I replied. Hopefully, my intentions were laid out to him crystal clear.

I watched as he mulled over what I said in his mind. I could tell he was weighing the pros with the cons, calculating whether or not this relationship which I had presented him with would affect the overall outcome of his plans. I watched as he squinted when thinking harder and relaxed as he came to conclusions. His thought process was much like mine. I could tell we would have made a great couple had Celestia not interfered in the past. I began to imagine where we might have been had I grown up with him as my close friend.

We would have studied together, played together, had sleep-overs, all the foal stuff. As we grew up we'd start going out like I'd planned to now... We would have dated, had our first kiss, slept together... The appearance of Nightmare Moon wouldn't have changed anything. I still would have met my friends here in Ponyville... Orion and I would have been married by the time Discord showed up. I might have even been pregnant by now.

Thinking about the possibilities with him in my life, I found a slight hint of contempt towards Princess Celestia. But what really got me shaking was Orion's lack of an answer.

"Well? Can I breathe yet?" I asked. Orion's train of thought visibly broke and he made an amused huff before taking a deep breath. He looked me square in the eye and let his breath go. I noticed that there must have been something in his lungs. He smelled like Spike's breath. Did he have Dragon lungs?

"Twilight Sparkle, after much consideration, I have decided that I would love to have dinner with you." he replied. I released the breath I actually didn't know I was holding and smiled at him. "On one condition." he concluded. I wondered then if it was too soon for me to celebrate. But my desire outmatched my sensibility.

"Name it." I said.

"We keep our personal life together separate from my conflict with Celestia. That means no discussing Celestia during our time together. You can ask me about how I got these wounds, but anything regarding my plans or her, don't even think about it." he replied. I was actually relieved to have that as the condition. I had no intention of letting Celestia get between us until the final showdown. I knew I'd have to make a decision and pretty soon, but until then, I wanted to make up for lost time.

"That's a condition I can live with." I replied, smiling at him. Without thinking, I leaned over and kissed his cheek, blushing afterwards. "And I look forward to getting to know you." I added. Orion bowed to me before raising his disguise and leaving me to fluster in peace. Maybe the girls were right. I had a thing for bad boys. I sighed with romantic intent as I leaned against my door, only to fall backwards as it opened without warning.

"You asked him OUT?!" Rarity shrieked, holding hoof to mouth in a look of sheer horror.

"Twilight, what in the hay were you thinking?! The guy's a stalker. What if he wanted you to do that? It could all be a part of the plan!" Rainbow Dash argued, giving reason to Rarity's objection.

"Girls, Orion's just misunderstood. Besides, I already went over this with you before he turned up, remember?" I defended.

"That was different, Twilight. You suggested becoming his friend, not his marefriend." Dash retorted.

"Oh dear... what if he does this and that to you without your consent?" Fluttershy spoke up. I had to admit, that did sound possible. Whether I would like that or not is a different matter.

"Now Twi, ya'll know I'm fairly open-minded. But even though he let me know that the government actually owed mah farm, somethin' about him just ain't settlin' right with me." Applejack said, as she placed a hoof on my shoulder.

"Come on, girls. This might be a slight altercation to the plan I came up with earlier, but the outcome should still be the same." I tried to coax them.

"But Twilight, what if Princess Celestia finds out?" Pinkie asked with a gasp (:pinkiegasp:). Normally, I would fret about her finding something out but they were usually unimportant things. This time it was important and I was as calm as ever. Actually, I was upset at Pinkie for suggesting such a thing.

"And exactly how do you think she'll find out?" I accused. Pinkie was rarely affected by anything, but my tone of voice combined with my accusing stare made her recoil into herself like a puppy that knew it had done something wrong.

"Twilight, calm down. Pinkie didn't mean anything by it. But she has a point. Princess Celestia will find out eventually. you dating all of a sudden will become big gossip around Ponyville and that will spread to Canterlot and eventually the Princess herself. She'll put two and two together and then what?" Spike said, patting Twilight's shoulder. I knew he was right. When Spike sounded like he knew what he was talking about, he almost always did.

"Look, Orion was telling the truth in regards to her. I can feel it. Besides, you saw the evidence yourself." I began.

"Yeah, but Twilight-."

"ENOUGH!" a voice from the couch screamed, startling everypony. "I know I'm a guest here, but I will not sit here and let all of you berate my brother when you know next to nothing about him! I won't pretend to know why Princess Celestia would care if Twilight dated Orion, but if a bunch of ponies are going to label him, there will be repercussions." Oh crap. Trixie was still here and she heard everything the girls had said. Luckily she hadn't picked up on why the girls didn't like him.

"You're quite right, Trixie. All of you, get out. I don't think I want to even look at you all after the way you've behaved. Spike, you can stay with Rarity tonight." I said.

"WHAT?!" they all argued.

"Twi, you can't be serious!" Rainbow Dash protested, flying over to her friend. I said nothing. My horn lit up and a giant boot shaped aura appeared, reared back and literally booted everypony out of the Library. I slammed the door shut on them, denying them re-entry.

"I'm sorry, Trixie. The girls are a bit suspicious of him since nopony knows who this killer is that Orion's looking for." I explained, giving her an apologetic look. She looked rather upset for a pony who until today I believed to be rather self-centred. Turned out she was family oriented, like Applejack, only extremely so.

"That's alright, Twilight Sparkle. But I must ask; how do you know my brother? He never mentioned you and he's been missing for years." she enquired. I figured the truth wouldn't hurt.

"I actually only met him once. It was on the day I became Princess Celestia's student. I happened to bump into him and he congratulated me on my success. We spent the day together and became friends. Until yesterday, I never saw or heard from him again. But I never forgot him. And he obviously made an impression on me." I replied, my face growing red as I thought about him. Trixie seemed more relaxed around me.

"He's a good stallion, Twilight Sparkle. Please don't hurt him." she asked. I placed my hoof against my heart.

"I promise that I will not hurt him. Cross my heart and hope to die." I said, earning a smile from the pale blue unicorn. "And please, call me Twilight." I said, offering my hoof to her.