Before me, stood a different pony entirely. It wasn't Celestia, but it was an alicorn. A thousand bits couldn't help make her any more contrasting from her. Except their race.

The pony before me was an alicorn. Just like Celestia, fledged and horned, but the similarity ended there. Where Celestia was white, this one was black. The sun was replaced by the crescent moon, however, it was a faint outline of white in the blackness on her flank. Her face was something else. A mixture of pain and sadness unending. Her eyes seemed wild, the pupils were so big.

"Do you not fear me? You should. Everypony fears eternal night," she said suddenly.

A booming voice came from the pony, and Twilight recognized it immediately. The Royal Canterlot Voice. Rarely had Celestia ever needed to use it in Twilight's presence, and I was surprised she hadn't used it today. I stepped forward, until I was right in front of the strange alicorn pony.

"No. I'm not afraid of you...Nightmare Moon. I'm more afraid of Celestia, but not for the reason you think. She's been my mentor since I was a filly." I spoke, sounding a lot braver than I felt.

I found a hoof in my mouth, silencing me as I spoke. The other pony looked down, not unkindly, upon me. I was, strangely enough, comforted by this, and smiled as the hoof was removed.

"What do you plan on doing with me?" I asked. Nightmare Moon chuckled.

"I suppose I'll have to get you to support me somehow. Working alone has proven tedious. Would you support me willingly, knowing my intentions to Equestria," the alicorn spoke once more.

It sounded as though she wanted a pledge of my loyalty to her. I smiled, knowing now exactly how I could get Celestia back for what she had done. The memories of what she asked of me that fateful day burned in my mind as I gave my answer.

"Yes. I would like nothing more than to aid you in bringing your beautiful night eternal to Equestria," I smiled as I spoke.

I surprised myself with the unquavering voice with which I had given my reply. But I cringed internally at my word choice. Beautiful night eternal...? When had I started thinking that way? If I were to guess, about the same time Celestia betrayed everything she meant to me by asking one question. That one question. The way it had been delivered assumed nonchalance, but her reaction to my vehement rejection proved otherwise. Nightmare Moon prodded my side with a hoof.

"There isn't much time. Any day now, she could realize her error and whisk you somewhere else. We must make the most of what time we have. See if you can move that star over there," she spoke quickly.

She pointed, and I, with no inch of remorse or hesitation, moved it exactly as she wanted. She giggled gleefully, but the sound was wrong coming from such a dark individual. However, I didn't particularly care, and fell to laughing with her after a moment.

After a few hours moving stars around with perfect precision the way she told me, I was allowed to rest. However, that allowed me time to think. Thinking led to remembering, and remembering...

It had been an unusually bright day, which never happens because Celestia is always careful with the sun. A hoof knocked on my door, and I bid them enter. When I saw it was Celestia, I smiled, my love for her expanding like always. I could never get enough of seeing her, and any moment we were together was a treasure. I ran over and jumped into her embrace as she closed the door. We kissed happily, and I cuddled into her chest. She led me back to the bed, and I grew slightly uneasy. However, I trusted my mentor implicitly, and knew I was safe.

Or so I had thought.

Celestia had laid me on the bed, raining gentle kisses on the tip of my horn and my cheeks. I giggled, the feeling of her lips on my horn enough to already get me blushing. I guess that was what she wanted from the beginning. A happy and aroused pony is a lot easier to convince. Then, she laid down beside me, rubbing my stomach. I remember remarking on an odd look in her eyes as she stared at me. If I'd followed the signs, the next part maybe wouldnt've happened.

"Twilight...you know I love you, right?" Celestia had asked, cooing gently as she did.

I nodded, giggling again like a schoolfilly. Which, I had just barely grown out of that age range, so I guess it wasn't too surprising.

"Yes, Celestia, and I love you, too. More and more every day I see you." I smiled, basking in her light.

Celestia nodded, then her hoof drifted downward slightly. I cringed, my legs coming together reflexively, though even with reaction time I would've done the same thing.

"Twilight, is something the matter," she had actually seemed concerned here, and that made most of the bad feelings go away.

I nodded slowly, watching her with new eyes, no longer the giggling image of happiness. In fact, I was distinctly unhappy with Celestia at that moment.

"I want you, Twilight Sparkle. I want you...All of you..." she murmured, my blood running cold at the thought.

With no explanation, magic separated my rear hooves, making a perfect target of my untouched marehood.

"Yes...I want that..." she said, completely giving in to whatever urges ran through her.

Celestia's hoof traveled down my stomach, playing with the lips when she reached them.

"No..." I moaned gently, unwillingly continuing to be aroused.

I weakly tried to bat her hoof away, but it was like she didn't even feel my hoof. I tried again, harder, determined to avoid this fate.

"NO...." I cried softly, hoping this was some cruel joke.

Her magic strained my back legs wide open, muscles screaming. She bent over, her intent clear and certain.

"NO!!!!!!!"

I screamed my denial when her ear was right next to my muzzle, shocking her out of her horny daze. She froze, uncertain, not believing her ears. She withdrew her head and turned her face away from Twilight.

"Celly..." I whimpered, instantly remorseful.

I knew instantly I had said the wrong thing.

And here's why. SLAP!!! My ears rang and my face instantly stung from the force of the hoof that had struck my cheek. I felt so helpless.

"You...You...Do you know...How much pleasure I had planned for you, Twilight Sparkle," she asked, seeming almost genuinely hurt for a moment.

Her face brooked no reply, and I gave none, a defiant glare in my eyes. Celestia rose from the bed and trotted away, not dropping the spell straining my legs until she had left the room.

"I'm sorry you had to see that side of her, Twilight Sparkle. She gave up all her trysts to be with you, I saw from the moon. When you wouldn't give her what she wanted in return, after starving herself of it long enough to show you her love, she snapped." Nightmare Moon interjected, standing beside me.

I gasped, knowing Nightmare Moon had read my thoughts.

"She needed that, and you denied her. She wasn't in her right mind, and still isn't. I believe she does still love you. However, I wouldn't blame you if you admitted you didn't love her." She spoke softly, knowing this would be a harsh truth for me to accept.

I looked down, tears in my eyes, as I processed what she had said. She gave up all her lustful pursuits for me. All she wanted in return was that I feed her needs...I felt like a dirty traitor now. She asked so little, and gave so much to put me in a position to ask. I had shot her down.

Nightmare Moon seemed to understand my inner turmoil. She walked over and sat, pulling my head to her lap in a comforting way. I didn't mind how close we were, because inside I was ripping myself apart. And why shouldn't I? I had no right to do what I had done. I deserved no respite from this.

After what seemed like hours of these thoughts, I noticed a gentle hoof in my mane. I looked up, and there smiled Nightmare Moon. She was doing so much for me, trying to be compassionate despite the lack of pony companionship she had experienced the last thousand years. I climbed into her lap and cuddled, like a scared filly, into her chest, and she just held me there, gently, like a mother would. Internally, my mind still raged at my complete and utter failure, but I couldn't help smiling on the outside.

Author's Note

Okay, so, as you can probably tell, I decided to write this directly from Twilight's point of view, as opposed to omniscient view like my Twixie fic. I'd love feedback pointing out which style you ponies like more from me. As always, feedback on the content is welcome as well. For those disappointed by my spin on this part of the story, it will get better, I just had no better idea on starting it.

P.S., the flashback is in a somewhat narrative view, so it is seen as Nightmare Moon would've seen it while reading Twi's mind.