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by Aldea Donder


A sequel to Mommy Nearest by Fairy Slayer. Please rate and review.

My Little Pony: Friendship is Magic is property of Hasbro, Inc.




Morning came slowly for Rainbow Dash, who lay fast asleep beneath a purple blanket, her chest rising and falling with deep, peaceful breaths. Her suffering had gone quietly into the night, replaced by a serenity that manifested in every gentle motion and soft exhale. Her face, formerly the province of anguish and misery, was liberated by a smile that stretched from ear to ear.

Dreams flitted behind her eyes. Dreams of being held by a wonderful, faceless mare, who licked her wounds when she was hurt and comforted her when she was afraid. The warmth of her body. The familiar fragrance of her mane. A gentle voice filled with love, whispering soft words to her when all she knew was pain and fear.

The morning light crept across her sleeping visage. It shined through her eyelids and coaxed her back into the waking world. Slowly, Rainbow became aware of herself lying on a hard hospital bed. Her mother’s scent was replaced by the unpleasant odors of antiseptic and gauze.

She yawned and stretched.

Then she rolled over and promptly fell back asleep.

Little did she know there was a goddess watching over her.

Minutes went by, and Rainbow’s breathing grew deep again. Celestia smiled, her heart filled with a warmth she had seldom known in the last thousand years. She closed her eyes and began to hum—softly, so as not to wake the sleeping filly. Then she began to sing.

Hush-a-bye, don’t you cry.

Go to sleep, my little baby.

When you wake, you shall have,

All the pretty little ponies.

Blacks and bays, dapples and grays,

All the pretty little ponies.


Way down yonder, in the meadow,

Poor little baby crying mama.

The birds and the butterflies flutter ‘round her eyes,

Poor little baby crying mama.


Can you see the little ponies dance before your eyes?

All the pretty little ponies will be there when you arise.



Rainbow stirred, enticed by the promise of something incredible. She seemed so close, that motherly figment, and there was a familiar song on her voice that echoed in the deepest chambers of her memory.

She could almost remember… The melody came to her in her dreams some nights, but only in snatches, half-forgotten, wrapped in deafening obscurity. Yet here it was. The whole lullaby, the same as it had been the first time she’d heard it, years ago, when she was just a foal.

“Mommy,” she whispered urgently.

“I’m here, little one.”

A warm snout nuzzled the back of Rainbow’s neck. She smiled.

Then reality finally caught up, and she snapped awake in realization. “Who—I—what?!” she spluttered, backing away until she banged against the headboard. “Princess Celestia?!”

The Princess! Here! Rainbow’s brain went into overdrive, scrambling to remember every royal decorum Twilight had ever droned about. She was supposed to bow, right? But she was still in bed! Was she supposed to get out of the bed and then bow? Or maybe she should stand on top of the bed—

“Shh. There’s no need for any of that.”

Celestia looked at her in a way that said more than words ever could.

And then it all came rushing back. All the revelations of the traumatic night before. A wave of dizziness crashed over Rainbow as the memories swam before her eyes and bounced off the insides of her head.


Celestia nuzzled her. “I’m your mother, my little Aurora.”

Rainbow could only stare open-mouthed and make strange, voiceless noises in the back of her throat. It wasn’t possible! …was it? But all of her doubt didn’t change the fact that Princess Celestia was nuzzling her. The ruler of all Equestria—a goddess!—was nuzzling. Her.

And still, the memories of the previous night dangled like little white strings, just begging to be pulled. Celestia next to her on the bed, tending to her wound, cradling her like a newborn. The warmth of her body. The familiar fragrance of her mane. A loving voice whispering loving words in her darkest hour, when all she knew was… was…

Rainbow pulled away. “You’re… You’re my mother.”

Her brain, having finished filling in all the blanks from last night, now set to work making other connections.

“And all those times… All those times you could have said something, and you never did… the Best Young Flyer Competition, the Gala—”

Celestia winced.

“—that thing with the parasprites, the one time with Fluttershy and the stupid bird… All those times you just brushed me off, and you never said anything!”

Celestia looked at her with pleading eyes. “Please, Rainbow Dash, try to understand. It just wasn’t possible for me to reveal the truth—”

“Why? ‘Cause I didn’t have one of these?” Rainbow crossed her eyes and tossed back her head, indicating to her newly-erupted horn.

The Princess cast her eyes downward and didn’t reply.

“Oh, but the day I grow a horn, all of the sudden I’m good enough for you to show up! ‘Hey, Rainbow! Guess what? I’m your mom! Here, have a lullaby to make up for all the years I wasn’t there!’ What kind of idiot do you take me for?!”

“Rainbow, I—”

“What?! Didn’t I mean anything to you without some stupid horn?!”

She met Rainbow’s hard gaze. “You were always good enough for me. And I always wanted to be your mother. Giving you away was one of the most painful things I’ve ever had to do. I agonized over it for weeks, and the day I sent you to live with your new parents, I cried so hard I couldn’t raise the sun. I wouldn’t have done it if I didn’t believe it was in your best interests. The High Court of Canterlot would never have accepted you.”

“Because I wasn’t a unicorn.”

“Yes,” Celestia said sadly. “Because you weren’t a unicorn.”

There was a long stretch of silence that neither of them wanted to be the first to fill. Rainbow was distraught, looking down at the bed with an unreadable expression.

“Rainbow Dash, there are some injustices in this world that even the magic of friendship can’t set right… Prejudices which are even older and more powerful than I am. All I ever wanted to do was to protect you. But pegasus or unicorn—Rainbow, it never made a difference to me.”

Rainbow could feel the tears threaten, even though she hated herself for it. She tried to turn away, to hide her weakness, but Celestia took her gently by the chin and tilted her head until she had no choice but to meet the rose-colored eyes of the goddess.

There was intensity there, but also a tiredness that belied her radiant exterior. There was a yearning, golden and true, blossoming out from the deepest fathoms of her soul, marred by a thick, gray sludge of worry, and layer upon layer of false happiness piled high on a mountain of regret.

She wondered what Celestia saw looking back. For Rainbow Dash, a pony who prided herself on being fearless, had never felt more scared in all her life.

Scared of what this meant.

Scared of the changes it would bring.

Scared to hold back.

Scared to let go.

Scared of being hurt.

Scared of being left alone.

And still, the anger roiled inside her…

The warmth of her body. The smell of her mane.

She had been wronged! Every ounce of her pride screamed it!

A loving voice with loving words, comforting her in her darkest hour.

Celestia’s eyes filled with hope. “Do you… Do you think you can… Can you find it in yourself to forgive me?” she asked.

Rainbow froze.

Time stretched to forever and back again.

And then…

In the tempest of her emotions, on cresting fear and waves of doubt, Rainbow Dash turned away.

“I… I can’t.”

Celestia deflated before her very eyes. In that moment, all of the light went out of her, and the weight of the world seemed to bear down on her shoulders.

“I need… I need some time to think. Alone.”

“That’s… understandable,” she said. “I’ll leave you, then. Take all the time you need.”

Rainbow didn’t even glance up as Celestia stood and exited the room. She just sat there with her eyes glued to the floor, adrift in her thoughts, clinging to the debris of her life. The floating bits and pieces she thought she knew about herself.

She remained that way for quite some time.

And as the little alicorn tried to make sense of things in the morning light, the whispers of a lullaby bobbed on her memory:



Hush-a-bye, don’t you cry.

Go to sleep, my little baby.

When you wake, you shall have,

All the pretty little ponies.

Blacks and bays, dapples and grays,

All the pretty little ponies.


Chapter One >>

This chapter has been extensively revised since its original submission.

For the unrevised version of this chapter, click here.


by Aldea Donder


A sequel to Mommy Nearest by Fairy Slayer. Please rate and review.

My Little Pony: Friendship is Magic is property of Hasbro, Inc.


Chapter One

A New Beginning

The horn spiraled upward, seven inches from base to tip. It wasn’t a fat, stubby thing, like so many unicorn horns she had seen. It was slender and graceful, cyan blue, and when she turned her head just the right way, it refracted the light and shimmered with all the colors of the rainbow. It was a subtle effect, but it was…

“Really freaking cool,” Rainbow enthused, twisting this way and that to get a glimpse of it in the medicine cabinet mirror.

Nearly an hour had passed since Celestia’s departure. Rainbow found herself bored out of her mind, compelled to do something other than lie around in bed all day long. The mirror was a reliable diversion. Rainbow had never been the type of pony to dwell on stuff, and things being what they were, she would rather admire how awesome she looked than think about this bizarre new frontier in her life.

She turned her body to get a good side-profile view. “Man, this thing is amazing! Just look at how sleek and aerodynamic it is! I’ll cut through the air like a hot knife with this baby leading the way!”

Tap. Tap. Tap.

A knock at the door stole her attention. Rainbow stopped preening in front of the mirror and leaned against the wall, trying her best to appear cool and nonchalant. “Come in!”

The door swung open.

There, in the morning sun, stood a yellow pegasus with a bubblegum mane. In her mouth, she held a bowl and a washcloth. She set them down on the table as she entered.

Rainbow’s face lit up. “Fluttershy!”

Fluttershy smiled. “Hello, Rainbow. I’m happy to see you’re finally up out of bed. Do you feel alright? You aren’t in any pain, are you?”

“Nah, I’m good. Can’t keep somepony like me down. I’ve got clouds to buck, training to catch up on…”

“Where’s Princess Celestia?” asked Fluttershy, scanning the room.

“Huh? Oh. Probably back in Canterlot by now. She left a while ago.”

A stroke of worry brushed Fluttershy’s face. “Is everything okay?”

“Yeah. Everything’s… Everything’s great.”

“Oh.” She mustered a weak smile. “Well, I’m happy that you’re up and doing well, at least. You scared us all so much. After you fell, and… Well, you know. We were all so worried about you.”

Rainbow rubbed the back of her neck. “Heh… Yeah… I guess I put you guys through hay, huh? Sorry about that.”

“Oh, no, you mustn’t apologize. We’re all just happy you’re alright.”

“Yeah… So, what brings you over to this neck of the woods?”

Fluttershy blushed. “I… well… I came over to check on you. I brought along some herbal remedies that Zecora gave to me. They’re supposed to alleviate pain and soreness. Um, you were unconscious, so I wasn’t sure if you were in any pain or not… You’re not in any pain, are you? No, wait, you already said you weren’t. Never mind.”

She reached into her saddle pack, pulled out a tied burlap pouch, and placed it on the table. “I guess I can donate these poultices to the hospital then. Nurse Redheart mentioned they were running low on supplies ever since the latest shipment from Stableside was ambushed by the Diamond Dogs. Then again, Princess Celestia did promise she would send some of the medical reserves from Canterlot as soon as she got back… But there’s just so much the zebra remedies are capable of that pony medicine isn’t. The poultices don’t work at all on animals, though. I asked Zecora about that. There’s a little birdie I’m taking care of who has a broken wing, and when I tried them on him, he—”

Rainbow held up a hoof. “Fluttershy.”

“I’m sorry. Was I rambling? I do that sometimes when I’m nervous.”

“Aw, Fluttershy, you haven’t got any reason to be nervous. Seriously, I’m not in any pain right now, but I appreciate the thought. Zecora’s stuff is cool in my book.”

“I, um, also brought over the bowl and rag to help keep you hydrated. And cool. I know how warm it can get in here on sunny afternoons. And, um…” She rummaged in her saddle pack again and fished out a hardback book. “I also brought this. It’s Daring Do and the Trident of the Seaponies. Twilight said you were a fan of the series. I don’t know if you’ve read this one yet, but, um, if you haven’t…”

Fluttershy offered her the book.

Rainbow accepted it. Sitting at the end of the bed, she stared down at the cover with a far-off look in her eyes. “Yeah. I’ve read this one before.”

“Oh. Well, I can stop by the library. Twilight has the whole series…”

“No. It’s alright. I like this one.”

She held the book tightly to her chest and looked at Fluttershy again. “Just, uh… Just out of curiosity… what were you planning to do with this if I hadn’t been awake for you to give it to me?”

Fluttershy gazed down at the floor. “I was, um, planning on reading it to you, actually. That isn’t strange, is it? Princess Celestia said it wasn’t. It just seemed so boring for you, lying there day after day without anything to do or listen to. I thought—”

“No. It’s not strange. In fact, it’s one of the awesomest things anypony has ever done for me.”

Rainbow set the book down. Then, before Fluttershy had a chance to back away, she hugged her, eliciting a squeak from the yellow pegasus.

“Thanks, Fluttershy,” she said, meeting her timid eyes with a grin.

“Oh… well, um… it wasn’t anything special, really. Everypony wanted to be here, but there all so busy with their own obligations. I don’t have a library or an apple farm or a boutique to run, so I thought maybe I might be able to help out a little bit.”

“It’s still super cool, though.”

“Like I said, it… it really wasn’t anything special…”

“Just take the freaking compliment already.”

“Oh… um… well… if you want me to.”

Rainbow rolled her eyes. “So, what time did everypony peace out last night? I don’t remember a lot of what happened—memory’s a little fuzzy on a couple points—but the last thing I recall before I conked out, all you guys took a midnight siesta on the beds in here. When I woke up an hour ago, there was nopony around except Celestia.”

Fluttershy was quiet for a long moment. “Um… Rainbow Dash… That wasn’t last night. That was three days ago. You’ve been sleeping nonstop ever since.”

Rainbow almost fell over. “What?!”                                                  

“Oh, but don’t worry. Princess Celestia said it’s normal for alicorns to sleep for a long time after they grow their horns. She said that the event where the horn comes in takes a lot of magic, so it’s understandable that you would need to rest for a long time to replenish it.”

“You mean to tell me you’ve been here for three days straight?!”

“Well, um, it’s Wednesday, right? And you had your fall on Sunday, so it’s actually been more like two days that I’ve been coming over here. But I haven’t been here around the clock, either. I’ve just been stopping in for a couple hours every morning and evening. Princess Celestia has been by your bedside every minute of every day, though… which is, um, why I’m kind of surprised not to see her here…”

Rainbow felt something she hadn’t ever felt before churn somewhere down in her gut. Celestia had spent all that time watching over her? How was that supposed to make her feel? Creeped out? Touched?

She hated this. She hated it so much. Yesterday—no, wait, three days ago—life had been so simple. There were no questions hanging over her. Heck, her greatest emotional turmoil arose from not being able to open a jar of freaking peanut butter. Now, it was like… like she didn’t know how to feel about anything. Everything was upside-down.

Feh. It didn’t matter. Celestia wasn’t even here, so why should she let it bother her? She had more important things to worry about. Like all the training she was behind on. And more importantly—

“Who the hay’s been covering me on the weather patrol?”

Fluttershy smiled. “Oh, you don’t have to worry a thing on that front. The mayor appointed Derpy Hooves to fill your horseshoes for as long as you were unconscious. She was so happy to have a break from her job as mailpony, she accepted right away.”

Rainbow was horrorstruck. “I… should… really… go,” she said slowly, trying to keep a lid on the feeling of impending doom rising up inside of her. “Cabin fever. Haven’t seen the sun in days. You know how it is.”

“Oh, yes, I can understand that. Take care, Rainbow.”

“See ya later, Fluttershy! Thanks for everything!”

With a parting wave, Rainbow made a break for the door.




Yeah. Okay. The cabin fever thing was totally an excuse. But Rainbow did long to feel the wind in her mane again. The sky was her calling, and speed, her passion. She was surprised she hadn’t gone stir-crazy after all that time in a hospital bed. Her wings ached for a good stretch.

She took off like a rocket, soaring up to meet the clouds.

She spent the better part of an hour zooming around here and there, climbing and diving, performing corkscrews and barrel rolls and a bunch of other feats of aerial daredevil-ism. All the while, she relished the way the air broke around her horn. This thing was wicked.

The sun beat down on the pavement of Main Street Ponyville, giving birth to a rising column of hot air. Rainbow opened her wings, caught the thermal, and rode it a mile up. After it dissipated, she beat her wings and climbed five thousand feet more, until the air became cold and her head scraped the bottoms of the altocumuli.

She smiled, enjoying the feeling of the wind in her face.

“Man, what a perfect day for flying,” she said to nopony in particular.

Her eyes shot open in realization. “Oh my gosh! I completely forgot! They put that featherbrain in charge of the weather! I’ve got to… got to… Wait a minute. There’s no way Derpy is capable of engineering weather conditions anywhere near this perfect.”

She raised a hoof to her brow and scanned the countryside.

“Yeah, something’s definitely wrong here. There isn’t enough fire. Or flooding. Or avalanches.”

A small sigh escaped her lips. She flopped down on a nearby cloud.

“Well, she’s only been running the show for three days. Maybe I’m overreacting. I mean, what’s the worst that could happen?”




In the sky above Sweet Apple Acres, a maelstrom of sinister gray clouds belched thunder and lightning. Rarity milled about the orchard, obliviously transforming tree branches into cute little pony leaf sculptures.

Then a dark shape on the horizon caught her eye. A twister! And it was heading her way!

“Oh no! A twister! And it’s heading my way!” said Rarity.

Rarity tried the storm cellar, but it was locked, so she galloped into the barn. A powerful gust sent the door flying backward as she tried to secure it, bonking her on the head. Dozens of tiny pegasi flew around her head.

Suddenly, the whole building shook and rattled. The twister lifted the barn off the ground and sent it spiraling up into the sky!

“Oh dear! Help! Help! Help! …What are you supposed to pack when you’re being carried off by a tornado?” she wondered. “Are you supposed to pack warm?”

Just then, there came a horrible screeching laughter from outside the window! Rarity went over to investigate. There, hovering next to the barn, was… Pinkie Pie on her flying machine!

“Hello, Rarity!” Pinkie cackled.

But it wasn’t the normal Pinkie Pie. This was, in fact, EVIL Pinkie Pie, dressed like a witch with long, straight hair!

“Pinkie Pie? Are you alright?”

“Okie-dokie-loki! Say, Rarity, would you care for some… CUPCAKES?”

Pinkie Pie reached into the basket of her flying machine and pulled out a whole armful of cupcakes! She started pelting them at Rarity through the window! Rarity just stood there as the crumbs ran down her face, and she screamed, and screamed—



Rainbow blinked. “Okay. It probably wouldn’t be that bad.”

Just the same, she resolved to get to Sweet Apple Acres as fast as she could. No more horsing around.

She tucked her wings and extended her hooves, enjoying the rush as she plummeted back down to the earth. The wind lashed against her face and pulled her lips into a grin, the air rolled in her ears like thunder, then she spotted the wispy gray fingers of the mach cone out of the corners of her eyes, felt it resonate through her skull right down to the back molars, but now the ground was quickly racing up to meet her, six thousand feet, three thousand, one!




At the very last moment, at breakneck speeds, with one final burst of velocity and adrenaline, she pushed herself over the edge! Rainbow Dash shattered the sound barrier, and the sky above Ponyville exploded with the spectral brilliance of a sonic rainboom!

She opened her wings and blasted back into the sky.

Heh, Rainbow smirked, even as she panted for breath. Still got it.




Meanwhile, everypony in Ponyville stopped what they were doing to stare in slack-jawed awe. The sonic rainboom was still an old mare’s tale here. Stories of its grandeur had trickled out of Cloudsdale since the Best Young Flyer Competition, but they were still only that—stories. This, on the other hoof, was a more spectacular display than most of the humble earth ponies who lived in Ponyville had ever seen in their lives.

“Well, it looks like Rainbow Dash is feeling better,” said Twilight. She looked on knowingly as a lone rainbow arced off the colorful shock wave and disappeared over the woods.

“Yes,” said Celestia, standing next to her. “It appears so.”

They didn’t say much to each other over the next five minutes. Alone on the upper patio of Twilight’s oak tree library, they stood and watched as the glorious tendrils of the rainboom rippled across the heavens, then gradually faded to blue.

Long after the sky went back to normal, Celestia continued to gaze at the horizon with a glassy look in her eyes. Entranced.

Twilight watched her with puzzlement. “Er… Princess?”


“Is everything okay? If you don’t mind me saying so, you seem to be… well… not yourself.”

Celestia shook herself out of a stupor, then took a quick glance at the sun, surveying its position with a practiced eye. “You invited me over for lunch, correct? We should get started. It’s after noon.”

She summoned a red-and-white checkered cloth and spread it across the deck table. Her horn glowed, her golden aura lit up around the picnic basket, and its contents began to levitate and lay themselves out.

“Did you and Rainbow have a pleasant morning?” Twilight asked.

Celestia didn’t reply. She just busied herself with the food.

Twilight didn’t pay it any mind. The trials and tribulations of the last few days had taken their toll on everypony. She was probably just a little distracted. That was all.

“Princess? Did you and Rainbow Dash have a good morning?”


Okay. Make that a lot distracted.

“Princess Celestia?”


Or maybe—Twilight’s face fell—she was ignoring her on purpose.

Time for Operation Double-Take.

“So I was leafing through a magic book the other day, and I stumbled across this great spell for keeping ants away from a picnic,” Twilight said casually. “You speak the incantation over an anthill, and then all the ants grow until they’re fifty feet tall and weigh a hundred tons each. That way they’re not interested in your food anymore, because they’re all too busy hunting down and murdering innocent ponies.”

“What?” Celestia gasped.

Twilight smirked. “Aha! I knew you were listening!”

After several seconds of wide-eyed bafflement, Twilight’s hyperbole dawned on Celestia. She made a feeble attempt at a smile. “Oh, Twilight Sparkle, my faithful student. Please don’t look at me like that. I’m afraid I haven’t been paying attention as much as I should.”

Something in Celestia’s manner set off alarm bells in Twilight’s head. What it was, she couldn’t say for sure, but it ignited her concern so badly, she could practically feel it burning a hole in her gut. Maybe it was how the Princess seemed to speak with a tired inflection, the words not quite coming out as fast or as sharp as they should have. Or perhaps it was her slouched posture, or her half-lidded eyes, or any of the two-dozen other things about her body language that seemed wrong.

Whatever it was that set those alarm bells a-ringing, Twilight caught on to it. The mirth and the jest vanished from her face, and she looked at Celestia with the utmost seriousness. “Is everything alright?”

The goddess wilted before her eyes. All her strength evaporated, her happiness vented off into the ether, and centuries of exhaustion seemed to pull at her face. “I thought so… earlier this morning…”

Twilight wondered what that meant, but didn’t ask. A dozen years of  tutelage under Celestia had taught her to anticipate when an answer was forthcoming. Sure enough, not half a minute later, her teacher sighed and mumbled, “I’m afraid, Twilight.”

“You? You’re afraid?”

Celestia heaved a heavy sigh and sat down . Twilight followed suit.

“I don’t have experience with this kind of thing. I’ve led Equestria for a thousand and one years. I’ve cared for my people through times of war, through times of strife and hardship. But being a mother…”

She swallowed a lump. Laying her soul on the table wasn’t something Celestia did often or easily.

“Being a mother demands a different level of delicacy. I want to make things right. I want so badly to make things right. But I can’t issue a royal decree and force my daughter to forgive me… or to love me.”

Twilight searched Celestia’s eyes. “Princess…”

“I was stupid for thinking it could last,” Celestia muttered. “Her initial behavior, which the five of you witnessed—the begging for her mother, the unbridled love—that was all instinct. A natural reaction brought on by the genesis of the horn. Like a baby bird crying out for his mother, so does an alicorn cry out for hers during Unity. All endorphins and magic. Nothing permanent. Nothing real.

“She holds it against me. Of course she does. Who wouldn’t? To wake up one morning and learn your identity is a lie… that your parents aren’t really your parents, and your mother gave you away at birth… how could I have dreamed she would forgive me all of that?”

A miserable expression swept over Celestia’s face.                                             

Twilight reached out to her. “I can’t believe everything Rainbow said that day was just some kind of… instinctual reaction. She just needs time. She’s probably scared by all this, and whenever Rainbow Dash is scared, she buries her true feelings beneath her pride.”

“Do you think I was right to give her away when she was foaled?”

The question caught Twilight off-guard. “I… I don’t know. I never felt any prejudice in Canterlot… but then again, I’m a unicorn. Outside of the Royal Guard, I didn’t really know any pegasi there. And I can’t say I knew any of the guards very well. Most of them don’t even talk.”

Celestia still looked troubled. Twilight fumbled for something more she could say to reassure her. Just as she opened her mouth to give some added words of encouragement, the goddess cut her off.

“I’m leaving tonight.”

Twilight stared. “But… where are you going?”

“To the North. To Asgard. There are urgent matters that demand my attention. Princess Luna contacted me yesterday to keep me notified of… certain developments there… but I put off my trip to the Griffin Kingdom so I could remain by Rainbow’s side. It cannot wait any longer.”

Twilight felt a qualm of uneasiness. “Princess, I understand you have obligations to attend to, but Rainbow might get the wrong idea when she finds out you’ve left her again.” The second the words left her mouth, she winced. “I’m sorry. I didn’t mean it like that. I—”

“Rainbow doesn’t want me here.”

“I… well, be that as it may—”

“I’m not running away, Twilight. I wish I could stay in Ponyville with you… with my daughter. It’s a far less dark prospect than what faces me in Asgard. But I am my people’s shield and shepherd, and it falls to me to do what must to be done to keep them safe. To guarantee they live to see another sunrise.”

A shadow fell over Celestia as the afternoon sun retreated behind the clouds. She stared down at her forehooves, which lay unclasped atop the table, as something like grief chipped away at her stony façade.

“Even when ‘what must be done’ fills me with remorse.”

Twilight looked at her uncomprehendingly. “Princess…?”

Celestia’s head snapped back up. She met Twilight’s questioning eyes with all the usual fire. “These are uncertain times, my student. I want you to be watchful. Be alert. My journey to the North won’t take any less than seven days, but if you should need to contact me in that time, compose your letters to Princess Luna, and your words will reach me.”

“Of… Of course, Princess.”

Celestia heaved a heavy sigh. “There is one more thing.”

Twilight leaned forward in her chair. “Yes?”

“One week from today, a transport will arrive to bring Rainbow Dash to Canterlot. I would like you to talk to her for me. Convince her to come of her own volition.”

Twilight stared, confused.  “Why not just talk to her yourself?”

Celestia’s face transmuted to the hardest iron. “Because she wouldn’t say yes if I were the one to ask. And if my trip to Asgard should prove the dangers that I fear… If I should be forced to intervene for Rainbow’s own protection… I don’t want to give her yet another reason to hate me if she says no, and I have no other choice than to order the Royal Guard to take her away by force.”

An ominous silence doused their conversation. Over a minute passed without a word being said.

It wasn’t surprising. Twilight was shocked beyond words.

Finally, Celestia stood up. She gestured to the untouched food strewn across the tabletop. “We didn’t get much lunch-having done, did we?”

It took a second for Twilight to remember how to talk. “You’re… not leaving already, are you?”

“I need to return to Canterlot and take care of a few things before my departure. Come the morning sunrise, I’ll fly for the North.” She unfurled her wings and gave Twilight one last half-smile. “Thank you for all your kind words and hospitality, my student.”

She opened her wings and prepared to take flight—

“Princess Celestia…”

“Yes?” Celestia said, pausing mid-takeoff.

Twilight looked up at her one last time, then pointed her gaze out at the horizon, off in the direction Rainbow had gone. “I just wanted to say I don’t think you should feel guilty. About Rainbow Dash, I mean. And how you gave her away when she was foaled.”

“Because whether or not it was the correct decision, it was a decision you made out of love. That’s what’s matters. And anyway, it isn’t like you haven’t got any experience with raising a family. If you’re half as good a mother to Rainbow as you’ve been a sister to Luna, she’ll come around eventually. She has to.”

If only Twilight had been looking—if only she hadn’t chosen the end of that sentence to begin to clean up the uneaten lunch—she would have seen Celestia’s face eclipsed by utter hopelessness; her whole world cast in darkness, as if by the shadow of the moon.




“Consarn it, Applebloom! If I have to tell ya one more time, Winona is a working dog! She ain’t there so you and yer friends can file away at her nails all day long!”

“But Sis, how else am I supposed to get my pet pedicure cutie mark?”

“I reckon ‘tain’t none of my concern how ya get yer gal-darned cutie mark, so long as it don’t hinder my ability ta plant these here apple trees. Won’t be long afore summer’s upon us, and if this new crop doesn’t take ta root by then, we’re gonna be in a world of hurt by the time Applebuck Season rolls around.”

“But Sis, Winona really enjoyed it!”

The little border collie gave Applejack a whine and a pleading look.

“Aw, horsefeathers, Winona! You know better than to shirk yer duty to the farm like that! Now, see here, Applebloom, I can appreciate it that yer tryin’ ta get yer cutie mark, but yer gonna have to find another pet ta practice on. How ‘bout givin’ Opal one of your treatments?”

Applebloom looked appalled. “But Opalescence scratches back!”

“In that case, why don’t you mosey on down to Fluttershy’s and see if you can’t borrow Angel Bunny for a spell?”

“Angel Bunny’s even scarier than Opalescence!”

“Well, that’s just too doggone bad! You’d best start makin’ a list of all the other pets in Ponyville so’s ta ask their owners instead, ‘cause unless pigs take to flyin’ or a winged unicorn sets herself down here in the next three seconds, you AINT’ GETTIN’ WINONA!”

Two seconds later, Rainbow Dash alighted on a nearby tree branch.

“Trouble in paradise?” she asked.

“Yaaaaaaaaay!” Applebloom and Winona shouted in unison, although in Winona’s case, it came out sounding a lot more like “Arrrrrrrrrf!”

Applejack threw down her Stetson hat and stomped on it. “GALDARN IT, RAINBOW DASH! HAVEN’T YOU GOT ONE LICK OF TIMING?”

“Huh? I have lots of timing! Do you know how much timing it takes to thread the needle on an inside loop and an outside loop by pulling off a perfect Immelmann turn while doing seventeen barrel rolls? A lot, that’s how much!” She paused to peer over the treetops in the direction of the Apple family farmhouse. “Oh good. The barn’s still there.”

“And why in the hay wouldn’t it be?”

“Oh. Heh. No reason,” Rainbow laughed nervously.

Applejack glared. “Rainbow Dash, you get yer flank down here right this second so I can inspect you properly!”

“Yes ma’am!” Rainbow swooped down to the ground and landed next to the vexed cowpony.

Applejack did just that, squinting at Rainbow and circling around her three times and examining her critically from every angle. Rainbow just stood there, feeling a little self-conscious.

Things got even more strange when all of a sudden, Applejack threw her arms around her, sweeping her up in an unexpected hug.

“Um… Applejack?”

“Y’all don’t know how worried we were about you!” Applejack cried. “Don’t you ever put us through anything like that ever again, Rainbow!”

There it was again. That squirming feeling in the pit of her stomach. She had put them all through so much fear and anxiety, it made her feel physically ill. Their concern touched her heart, but regardless, she never wanted anypony to feel this way about her ever again.

She blew out a sigh. “I’m sorry you had to go through this, Applejack. You’ve been my friend practically forever. Longer than anypony, except maybe Fluttershy. You know I hate to make you worry.”

“Promise me you ain’t gonna go fallin’ off no more clouds, Rainbow!”

“I promise I won’t go falling off anymore clouds,” Rainbow pledged, holding up her right hoof.

“And don’t go growing anymore horns, neither!”

Rainbow rolled her eyes. “I will try not to grow another horn.”

Applejack looked her over from head to hoof one final time. “In that case, we’re square. Welcome back to the land of the living, Sugarcube.”

“Are you feelin’ better now, Rainbow Dash?” Applebloom asked.

Rainbow crouched down. “I sure am, kiddo, and a little birdie told me you might have something to do with that. I ran into Nurse Redheart on my way out the door this morning, and she told me you helped carry me back to town last week after I took that fall. Is that true?”

“Yeah, me an’ Big Macintosh did. And then me ‘an Pinkie went in the Everfree Forest ta fetch Zecora. Not that it did any good in the end.”

“Hey, don’t sell yourself so short. It takes a lot of guts to do what you did. You were awesomely brave.”

The little filly tilted her head. “I was?”

“Heck yeah, you were. You can be my rescue worker any day.”

Applebloom turned this over in her head for a few seconds. Then her eyes lit up. “THAT’S IT! Cutie Mark Crusader rescue workers! Wait until I tell Sweetie Belle and Scootaloo! This is gonna be great! Hey, Applejack, do you know where we can get us some jaws of life?”

Applejack facehoofed. “Oh, for landsakes, would you and Winona just get out of here already? Shoo! But you’d best be back with that dog afore suppertime, or I’m not gonna be happy!”

“Alright! Alright! I’m goin’! See you later, Sis! See you later, Rainbow! I’m glad to see you’re back on yer hooves again!” With that, Applebloom and Winona bounded off through the trees, laughing and barking.

Rainbow turned to Applejack. “Where is Big Macintosh, anyway?”

“That sap should be along any minute now with Rarity in tow. I sent him back to town to fetch her.”

“Rarity? What are you dragging her all the way out here for?”

“Somethin’ real stupid. We had a storm here the other night, and the wind done blew in a bunch of the bedroom windows. Dang near spooked Granny Smith half to death. The rain got in and wrecked the curtains, so I asked Rarity to come take some measurements for the replacements.”

Rainbow’s eyes narrowed. “You had a storm here, eh?”

“Yeah, thanks to you, ya galdarn delinquent weatherpony, ‘cause you were off sleepin’ on the job! Them thunderheads blew in overnight from Everfree. Thankfully, the mayor put Derpy Hooves on the weather patrol the very next day, an’ she had the problem taken care of lickity-split.”

Rainbow shook her head. Nope. Still unbelievable.

Sure enough, not five minutes later, Rarity and Big Macintosh crested the hill, coming down the road from Ponyville. Rarity flashed a dazzling smile, waved, and trotted over.

“Good afternoon, Rainbow Dash, Applejack! Rainbow, I didn’t expect to meet you out here. I’m so thrilled to see you up and about again. That was quite the light show you gave us earlier!”

“Heh. Yeah. Good to see you too, Rarity. How is—”

“Macintosh, you lug! What in the HAY are you doin’ over there?”

Bewildered, they turned to find Big Macintosh kneeling down low to the ground. “Genuflecting to royalty,” he said.

“What in the… See here, Macintosh, Rainbow Dash ain’t royalty! Well, she is, I s’pose, in a way—but that doesn’t change the fact that you don’t gotta bow to her! Now stand yer big, dumb, clodhoppin’ self up and come over here already!”

Big Macintosh did as he was told. “Good afternoon, Princess Rainbow Dash. You gave us all quite a scare. I’m happy to see you pulled through your affliction alright.”

Rainbow was speechless, feeling more unsettled than she had at any other point that day. Except for the part where they put Derpy in charge of the weather. “Uh… Yeah… Good to see you too, Big Mac. You, uh, don’t have to bow down to me. Or call me princess.”

“Sure thing, Miss Rainbow Dash.”

Rarity chimed in, “Rainbow, I’m so happy to see they were able to fix your mane! I thought about fashioning you a hat after the nurse chopped off your forelock, but I just didn’t know if it would suit your tastes. You must be so relieved to have it back.”

“They cut off my forelock?” Rainbow gasped, turning a shade whiter. She ran a hoof through her mane to make sure it was all there.

“And I must say, your horn is simply exquisite! It’s enough to turn a unicorn green with envy!”

Applejack nodded. “Yeah, I hadn’t mentioned it up ‘til now, but that is one humdinger of a railroad spike you’ve got comin’ out of yer forehead! I can see why it musta hurt so much!”

A railroad spike?” Rarity regarded Applejack with scorn. “You would compare the majesty of a unicorn’s horn to something as—as crude and barbaric as—as a railroad spike?

“Aw, stuff it, Miss Priss! I didn’t mean nothin’ by it!”              

“A unicorn’s horn is more than just a railroad spike, Applejack! It’s a thing of grace and beauty, and beyond that, it’s a gateway to our magic—the greatest gift that our kind possess! How uncouth of you to compare it to a rusty old railroad spike!”

Applejack was practically frothing at the mouth. “I’ll be hogtied if you ain’t the most pretentious pony I ever met, Rarity! First of all, I never did say a word about that railroad spike bein’ rusted, did I? For all you know, I coulda intended it ta be made out of gold! And second, I wasn’t tryin’ ta cause any offense with my analogy, so go soak your head!”

Rarity scoffed. “Well, I never. Perhaps you should find somepony else to measure your silly curtains!”

“I didn’t need your fancy mathematics anyhow!”

Rainbow Dash and Big Macintosh looked back and forth between the two of them. It wasn’t entirely unlike watching a tennis match. Played by snarling, screeching, mutually contemptuous honey badgers.

“Well. Time for me to hit the sky,” Rainbow announced.

Applejack and Rarity squabbled on, too consumed by their argument to pay any attention.

With a roll of her eyes, she spread her wings and made to take off—then, as an afterthought, looked to Big Macintosh.

“Say, Big Mac. Before I go…”

“Yes, Miss Rainbow Dash?”

“Y’know, I’ve known you practically forever—well, for as long as I’ve known Applejack, at least. We’ve never really been close or anything, but I just… I wanted to let you know how awesome you are. Not many ponies could have carried me all the way back to town on their backs. Not with me kicking and screaming the whole way, anyway.

“It would’ve been majorly uncool if I just fell in that field and nopony ever found me. I don’t even know if I would’ve made it through the night. So… thanks.”

She nuzzled him. Not a nuzzle of love or passion, but a nuzzle which spoke of all the gratitude and respect she had for him. The rose-colored stallion blushed, if such a thing were even possible. Applejack and Rarity ceased their bickering to stare in utter shock.

“I owe you one,” Rainbow winked. Then she flew away.

Big Macintosh grinned from ear to ear. “Eeeeeeeeeeeeeeeeeeeeyup.”




Rainbow Dash was exhausted. A day spent inspecting every building in town for possible hurricane damage will do that to you.

She couldn’t wait to get home. She could already feel the soft cushion of her cloud bed, its warmth and familiarity. She hadn’t been to her cloud house in forever, and as the day grew long and the sun dipped in the sky, she found herself yearning for it more and more.

It would be a long time coming. Even when she was done here at the library, there was still one last thing she wanted to do tonight before the evening was up. Two more ponies she wanted to visit.

Rainbow Dash had never been one to knock, and she wasn’t about to change her ways. Nonchalantly, she threw open the library door and let herself in, noting with some confusion how dark it was.

Jeeze, she couldn’t see a thing in here. Didn’t Twilight usually stay up late at night reading her egghead books? How the heck did she expect to be able to read in all this darkne—


The lights came on to reveal half of Ponyville crammed into the main room of the library. There were Applejack and Rarity (making a show of not looking at each other), Fluttershy and Applebloom and Sweetie Belle, Lyra and Bon-Bon sounding off noisemakers, Vinyl Scratch manning the turntable, Cheerilee, and dozens more.

Rainbow stood there, dumbfounded, as Pinkie Pie popped out of the crowd and bounced circle after circle around her.

“Wow, Rainbow, it’s great to see you! I’d ask you how you feel, except you must be feeling all righty-roony because that was a totally AMAZING sonic rainboom you did today!”

A chorus of cheers went up from the crowd.

Rainbow finally found her voice. “Pinkie Pie…”

Pinkie twisted her neck at a freakish-wrong angle and leaned in from upside-down to inspect Rainbow’s horn. “Ooooh. Cool horn ya got there, Dash! Can I touch?”

“Pinkie, I…”

Without waiting for Rainbow’s permission, she started tapping away on the horn.

“Touch! Touch! Touch!”

“Pinkie Pie!”

“Now, Dashie, I know what you’re going to say, but the good news is, you don’t have to! There’s no need to thank me for organizing this party for you! After all, I’m Ponyville’s number one party pony, and you’re the guest of honor!”

She could already feel the migraine sinking its jackhammer tentacles into her brain. Of all the places she wanted to be right now, here was not one of them. Still, all these ponies had shown up out of consideration for her. It wouldn’t be cool of her to bail on them. And even if Pinkie Pie was annoying as hay, her heart was in the right place.

She forced a smile. “Thanks for coming everypony.”

“Are you happy, Dash? Are you excited? Are you ready to PAR-TAY?”

“Oh, yes. I can’t tell you how delirious this makes me.”

“Well, don’t worry about it! No party’s too much to ask for my sister! HIT THE MUSIC, HERNANDO!”

As a jazzy tune flooded the room and everypony got their boogie on, Rainbow could only stare, utterly stupefied. “S-Sister?” she stuttered.




Hours later, Rainbow finally managed to drag herself away.

The celebration had died down ages ago, the guests having dwindled until only Pinkie Pie, Applejack, and Rarity remained. Fluttershy excused herself early to put Angel Bunny to bed, and Rainbow had followed her lead shortly after.

Wearily, she ambled past darkened homes and storefronts, grateful for the solitude of the night. Luna’s moon was a waning crescent, barely luminous enough to light the winding road beneath her hooves. Not that it mattered. She knew the way well enough.

Her legs carried her robotically down the road out of Ponyville. The Avonglade River veered inward and ran parallel for a while, allaying her frayed nerves with the susurrus murmur of water through the brook. It kept her company briefly, then meandered off again to forge its own way toward Hoofington in the south.

Shortly thereafter, the old windmill came up on her right, its tattered blades creaking mournfully in the cold wind. This was her landmark. She knew the path forked here, the main road continuing straight, a dirt trail shooting off to the left and disappearing into the brush. She would never have noticed it if she hadn’t already known it was there.

She followed it through the woods, which quickly gave way to rising foothills. In-between two such elevations, the dirt path ended at a black wrought-iron gate. It opened without making a noise.

In the vale on the yonder side, hundreds of mares and stallions lay at rest. Rainbow walked quietly among them, the only sound the padding of her hooves upon the unmown grass. All else was silent.

At last, she came to her destination.

Two granite stones rose up out of the ground before her. For a while, she just stood there and stared at them, lost in her thoughts.

Then she spoke. “Hi, Mom. Hi, Dad.”

The graves were silent.

“So… I haven’t come to visit you guys lately. I’m real sorry about that. I know I promised I would. It’s just… Things have been so crazy. Between weather duty, training, kicking around with Applejack and the others…”

She scraped the ground with her hoof, digging out a shallow furrow.

“I know what you would say, and you’re right. I could make time. I… I should make time. And I will. You always made time for me, even when you couldn’t keep up as well. I guess I haven’t been a very good daughter lately. But I’m gonna try harder from now on. You’ll see.

“It’s been so long since… since… that day. I was just a filly back then… Now your little girl is all grown up.” She cracked a smile. “I wonder what you’d have to say about that, Daddy?

“I remember the first time you took me up on your back and told me about the clouds. And two years later, when you ran down that field with me and lifted me up so I could catch the air and fly for the first time. Heh. If you saw some of the stunts I do today, you’d probably be terrified. And Momma would be passed out on the floor.

“You know, I… I won the Best Young Flyer Competition. Dazzled ‘em all with a sonic rainboom. And—And I saved, like four ponies’ lives in the process. And this one time last year, when Nightmare Moon came back, I even helped save the whole world.

“…I only wish you guys coulda been there to see me do it.”

The back of her throat clenched as a torrent of emotions roiled inside of her. She stared down at the ground.

“I never woulda come this far if you hadn’t believed in me. You’re the reason I’m the awesome pony I am today. I just…

“I always wanted you guys to be p-proud of me. You’re the ones I was always trying to impress, even when it looked like I was showing off for everypony else. And even though I didn’t turn out as pretty and ladylike as you always wanted, Momma, I just hope I—that I—”

Her legs buckled, her whole body racked by quiet sobs.

“—that I m-make you proud.”

Rainbow buried her head between her hooves, her emotions spilling out onto the cold ground. She felt awful—physically sick, mentally torn. Her chest stopped heaving after several minutes, though the tightness in her throat remained.

“But now there’s someone new in my life, and she says she loves me, and she wants to be my—my m-mother. And I just—I don’t want to turn my back on you! Am I… Am I wrong for wanting to… Would it be wrong of me to ask your permission? …Or would that just make me the worst daughter in the world?

“Oh God! I wish you were still alive so I could ask you what to do!”

“Rainbow Dash?”

The little alicorn jumped and wheeled around. Twilight.

“Damn it,” she said, rubbing furiously at her tears. “Damn it, damn it, DAMN IT! How long have you been standing there?!”

Twilight took a step back, startled by her anger. “Only for a second. I  was passing by, and I thought I heard somepony out here, so—”

"—So you thought you'd stick your nose where it doesn't belong and violate my privacy. Got it.” She opened her wings and started to fly away.


Rainbow stopped and spun in midair. “What?!”

“Please don’t go,” said Twilight. “I honestly didn’t hear all that much. You’re one of my best friends, Rainbow. Please don’t be angry at me.”

Rainbow was so furious, she had half a mind to leave Twilight in her dust, but something in her voice made her do otherwise. Grudgingly, she flapped back down to the ground.


An uncomfortable silence passed between them. Twilight looked like she didn’t know quite what to say or do. Rainbow was still cross, but she made an effort to redirect her glare away from the speechless unicorn, shooting daggers off into the bushes instead.

“I didn’t see you at the party,” Rainbow said.

A token attempt to break the ice.

“Yeah, I was… I was with Princess Celestia for most of the day.”

“That’s nice.”

Dead silence.

“I—I’m not sure whether it means anything to you, Rainbow. But if it does, she’s just as intimidated by this whole situation as you are.”

Rainbow scowled. “I am not intimidated.”

Twilight moved closer, desperate to bridge the rift. “Rainbow, I never had a chance to meet your mom and dad, but from everything Applejack has told me, it sounds like they loved you more than anything else in the world. Wouldn’t they want the best for you? Wouldn’t they want you to be happy?”

“It isn’t that easy, Twilight.”

“It doesn’t have to be hard. Your parents will always be a part of you. Nothing can take away who they were. But allowing somepony else into your heart doesn’t mean you have to cut them out of it.”

Rainbow fired back, “Look, I knew my mom and dad for eleven years, and in all that time, they didn’t miss a birthday, or a  flight expo, or a race. Even when they were sick and dying, they went to work every day to put food on the  table for me. I was never someone else’s daughter to them. But now I’m supposed to replace them with—”

“Princess Celestia would never try to—”

“—somepony who wasn’t even there! Where was Celestia after they died? Where was Celestia when I was all alone in flight school, and every single day, I had to listen to the instructors whisper about what a failure and a disappointment I was—until they finally drove me out? Where was Celestia when I had to eke out a two-bit living on the weather patrol, or teach myself to build my own cloud house? WHERE WAS SHE?”

Twilight bit her lip. She didn’t have an answer.

“Tell me how I’m supposed to feel, Twilight! TELL ME! Go ahead and look it up in one of your stupid books! Because from where I’m standing, I should be FURIOUS at Celestia! I should HATE her! I shouldn’t want her love! I should be INSULTED by it! So WHY DO I FEEL THIS WAY?”

Rainbow slammed her hoof into a nearby tree.

“WHY? WHY do I have these feelings? Why am I out here begging my parents to understand why I want to abandon them when I DON’T EVEN UNDERSTAND IT MYSELF?”

Her pain was obvious. It passed through her in shudders and pooled in tiny beads at the corners of her eyes. Twilight wanted to reach out and physically comfort her, but she knew it would only make a bad situation worse. After all, Rainbow was nothing without her pride.

So she didn’t say anything. She simply stood there and waited for her friend to vent her anger. And when the anger had gone out, and Rainbow slumped to the ground looking lost and confused, Twilight sat down next to her.

“Why?” Rainbow sobbed. “I don’t get it.”

“I think… I think you’ve saddled yourself with a lot of guilt, and you need to let it go. Wherever your parents are now, you’ll always be their daughter, and you’ll always have their love. I know loyalty means a lot to you, Rainbow, but this isn’t a betrayal. It’s just… a new beginning.

“And Celestia would never try to replace your parents,” Twilight said firmly. “You’ve been alone for a long time, Rainbow. I know it’s made you tough and self-reliant, and I know it’s scary not being in control, but give yourself this one chance to be happy.”

“I was happy before,” Rainbow mumbled.

But she didn’t bother to argue the point any more than that. She was tired of arguing. She was tired, period.

“Go with Princess Celestia,” said Twilight. “Go with her to Canterlot.”

Rainbow blinked. “What?”

Twilight laid a hoof on Rainbow’s shoulder. “Princess Celestia would like you to join her in Canterlot. She doesn’t want to keep you in the dark anymore. She’s invited you there next week.”

“I can’t just turn my back on everypony here!”

“Ponyville will be fine. Derpy filled your hooves for the last few days, and we managed to pull through it alright. Besides, it would only be for a week or two.”

For once, Rainbow didn’t look angry. She looked… scared.

Twilight gave her a comforting smile. “I met Princess Celestia when I was a filly, and in all the time she’s been my teacher, I’ve never known a kinder, more loving pony. Go with her. If there’s anything meant to be, it will come on its own in time.”

“I guess I can… give it a try,” Rainbow replied.

And with that, everything was said that needed to be said. A hush fell over the cemetery as they lapsed into silence, the only sound the shallow intake of their own breath. The sky above them began to lighten with the first gray hues of dawn.

A short while later, Rainbow stood and turned to go—but not before gazing on the two ponies who had remained mute throughout the entire conversation. The two ponies who would never say another word again.

She blinked through her tears. “Do you—do you think—my parents would be proud?” she asked.

Twilight smiled. “I know so,” she said.

And Rainbow was reassured.

They said their goodbyes and departed. Rainbow took to the sky, and Twilight went her own way on the ground.

Not long after they had gone, the sun broke over the eastern horizon, carrying with it Celestia’ light, Celestia’s warmth—and Celestia herself.

The princess arrived, without coach and guard, in a golden sphere of light. She stood there on the spot, eyes fixed on the place where Rainbow had lain, and pondered the answer to a question.

She closed her eyes and breathed deep. Then she spoke:

“Watching over you every day, my Aurora. With every sunrise.”

Celestia kneeled down low, her lips brushing against dewy blades of grass. She kissed the earth where Rainbow’s father was buried, then did the same for her mother.

“Thank you,” she whispered. “Thank you so much.”

She stood tall. A golden light enveloped her, and then she was gone.



One week later, a small crowd had turned out to see Rainbow off.

The golden chariot stood waiting. She had said her goodbyes to most of her friends, and as for Derpy—well, she had already politely informed Derpy what vengeance lay in store should she return to find the town hit by a tsunami or buried beneath a mountain of volcanic slag.

Pinkie Pie was hopping in circles like a rabbit high on amphetamines. A description Angel Bunny would have objected to if Fluttershy weren’t inadvertently squeezing the life out of him.

“Oh, Rainbow Dash, I’m so excited! You get to go to CANTERLOT! It’s such an super-duper-amazing place! Even if everypony there WAS a big-mean-meanie-mean-meanie pants at the Grand Galloping Gala. How can anypony hear the Pony Pokey and not stick their left hoof in? HEY! I just had a great idea! You should invite me to Canterlot so I can throw you a SISTER party! We can do all sorts of things sisters normally do together, like submarining, making racecar noises, shaving cats—”

Applejack wore a pensive expression on her face as she chewed on a sprig of wheat. “Gonna be real boring ‘round Ponyville without ya.”

Rainbow sighed. “Gonna be real boring in Canterlot without you.”

Leaning in close, she whispered into Applejack’s ear, “Be sure and let me know if you have any problems with the weather while I’m gone. You know, storms, droughts, the divine apocalypse, that sort of thing.”

Applejack chuckled. “Don’t y’all worry none. I’ll be sure ta send you a letter if’n anything happens, Spike Express. Deal?”


“—and you’re going to live in a castle, and all castles have moats, and all moats have alligators, and that’s just SUPER DUPER FANTASTERIFIC because Gummy’s an alligator too, and he would loooooove the chance to meet his aunts and nephews and grandpas and sisters and cousins—”

Rarity’s blue eyes lit up, her smile flashed like a dueling saber. “Don’t be a stranger, Rainbow, darling! We’re all just a short flight away! And do drop me a line if you find yourself in want of a formal gown. I’ll be happy to whip up something chic and feminine for you!”

Rainbow blanched. “Er… Thanks, Rare.”

Applejack snickered.

“—and stepfathers and brothers and grandmas and uncles and great uncles and great great uncles—”

Fluttershy smiled weakly. “Have a safe trip. We’ll all… miss you.”

Rainbow trotted over, and for the second time in recent memory, she swept the shy pegasus up in a friendly hug. Angel Bunny saw his chance and made a break for it, scampering for dear life, coughing and wheezing and making a very rude gesture with his paw, though nopony noticed.

“Hey Fluttershy, no worries, right? Canterlot isn’t far, so don’t you go shedding any tears over me. Besides, Ponyville needs you to stay strong in case anymore dumb dragons decide to show their ugly mugs.”

“Hey! I resent that!” called out Spike.

Fluttershy closed her eyes. “Thank you, Rainbow.”

Then, at last, it was time to go. Rainbow ambled over to the chariot.

Almost a year had gone by since Nightmare Moon’s long-prophesized coup d'état ushered in the night. If you had asked her then, as she stood at the edge of Everfree, about to venture forth into the unknown—if you asked her then how she felt about the five ponies standing next to her—she would never in a million years have predicted her feelings for them would ever amount to anything as powerful as this. So much had grown between them. They had been through so much together.

It hurt to part ways with them, these wonderful ponies—her friends. And not just her friends, but the town as well. Only now, with one hoof in the chariot, did she realize how painful it was to leave Ponyville behind.

Ponyville, with its thatched-roof cottages and cobblestone roads; its wildflower meadows and forests, softly breathing, swaying in the breeze day by day, as they had for centuries; its clear blue rivers reflecting clear blue skies, and endless groves of apple trees rolling far and wide across the horizon.

Ponyville. Her home, for most of her life.

She spared one last look over her shoulder at it. Twilight must have caught the misty-eyed expression on her face, because she started to say something. Rainbow cut her off.

“Shut up, Twi. You were right. I’ve gotta make this trip. Just leave it at that and be done with it.”

Twilight smirked. “Actually, I was going to recommend a restaurant I thought you might like to visit in Canterlot. But since you snapped at me, now I’m not going to tell you.”

“You were not!”

“Was too.”

“Were not!”

“Was too.”

“—and then I said, ‘Oatmeal? Are you CRAZY?’ But then he started to laugh, and balloons and party favors started coming out of his ears. And that’s how Equestria was made!”

Twilight grinned. Rainbow rolled her eyes and stuck out her tongue.

She climbed aboard the chariot. The pair of armored pegasus drivers shared a look and a nod, and then they took off running.

Their hooves clopped loud against the hard-packed dirt road as they gained speed. They were a ways southeast out of town, not far from the boundary of Whitetail Wood. The thicket came hurtling toward them like a towering green wall as the distance in front of them rapidly turned into distance behind them.


An orange blur exploded out of the shrubs and raced down the road, nearly bowling Rarity over. Scootaloo ran faster than she ever had in her life, her little wings beating against the headwind, hell bent on catching up, on seeing Rainbow one last time, yet as the forest loomed, the pegasi drawing the chariot opened their wings and kicked off, bearing the cart and its passenger off into the air.

She stopped in her tracks, huffing and puffing, reaching out in vain as her hero disappeared over the tree line. “RAINBOW DASH!”

Exhausted, she collapsed to the ground, gasping for breath.

Tears stung her eyes. “Too late. I just—I—I couldn’t make it in time.”

“Hey, kid. What’s eatin’ ya?”

Scootaloo perked up. “R-Rainbow Dash?”

Sure enough, there stood Rainbow, grinning and flexing her wings.

“The one and only! Hey Scoots, what are you—Whoa! Hey!”

Scootaloo ran at her so fast, she practically tackled her, knocking her down onto her bottom. The orange filly threw her arms around Rainbow and buried her face in her mane. Rainbow was tempted to laugh, and she probably would have if Scootaloo weren’t crying her eyes out.

“I thought—I th-thought I wouldn’t get a chance—to—to s-say—”

“Goodbye?” she finished “Oh, Scootaloo, this isn’t goodbye.”

She smiled and hugged Scootaloo lovingly, allowing the weeping filly to take refuge in her arms.

Scootaloo sniffled and looked up at her, hope shining in those purple eyes. “You mean you’re not going away after all?”

“No. I am.”

Scootaloo’s face fell.

Rainbow felt no small measure of chagrin. She didn’t like to let other ponies down, let alone her number one fan. “I wish I could stay here with you, kiddo. Really, I do. Sometimes in life, you’ve gotta do things you just don’t want to do. It isn’t easy trying to figure out who you are.”

Scootaloo shot her a withering look. “Don’t you think I already know that?” she grumbled with a meaningful nod toward her blank flank.

Rainbow burst out laughing.

“Hey! It’s not funny!”

“Yes it is! Haha!” Laughing hysterically, she fell back onto the ground, taking the surprised filly along with her.

Scootaloo pouted. All she wanted to do was say goodbye to Rainbow, and here she was laughing at her! She felt tears pooling at the corners of her eyes again.

Rainbow brought her laughter under control. “Aw, don’t be that way, Scoots. I didn’t mean nothin’ by it. Hey, come here! I’ve got something to tell you.”

She wrapped her arm around Scootaloo and drew her close.

“I’ve got a real important job I need you to do. See, I’m gonna be gone for a month or two. I need you to take my place here in Ponyville for as long as I’m away.”

Scootaloo blinked. “As a weatherpony?”

“Well, no. Although it’s hard to imagine you being any worse than the mare they actually picked for that job. No, I need you to take my place as the awesomest pony in Ponyville. You think you can do that for me?”

Scootaloo’s jaw dropped. “Awesomest pony in Ponyville? Me?”

“Of course, you! Do you want the job or not?”

“I—well—y-yeah! Sure!”

“It’s tough. Not everypony is cut out for it. You’ve pretty much got to eat, breathe, and sleep coolness wherever you go. Think you’re up to it?”

Rainbow gave her a little wink. “I think you’ll do fine. You’re already the awesomest pony in Ponyville in my book.”

“I am?”

“Well. Second awesomest. After me, of course.”

Scootaloo’s eyes lit up. Rainbow Dash thought she was awesome! She felt like she could soar!

“Hey, Rainbow Dash. What happened to the chariot you were on?”

“Oh yeah. That,” Rainbow muttered. She glanced unhappily at the sky beyond Whitetail Wood, where her ride was a tiny dot quickly retreating into the endless blue. “Yeah, I’m gonna need to shred some serious air to catch up with them. Guess it’s time for me to go.”

She gave Scootaloo a quick noogie, which had the little filly giggling and feigning protest. Then she spread her wings and took to the air with a mighty gust. With a mock salute to Ponyville’s new awesomest pony, Rainbow turned and started to fly away.

Scootaloo ran after her. “Goodbye, Rainbow Dash!” she called.

“I already told you, this isn’t a goodbye!”

“Then—Then what is it?” Scootaloo wondered.

Rainbow smiled back at her. “It’s a new beginning!”

To Scootaloo’s surprise, she didn’t immediately soar off in pursuit of the chariot. Instead, she went up… and up… and up… until Scootaloo had to crane her neck back as far as possible, and even then she could barely see her. Rainbow hovered at the height of her ascent for a few moments, the sun reflecting off her horn, shining like a rainbow. Then she tucked back her wings and dived. And just when it looked like she was going to impale herself on the treetops at eight hundred miles an hour—


 Scootaloo’s eyes filled with wonder as she beheld the spectacle of the sonic rainboom for the very first time.

Rainbow thundered away, laughing wildly to herself.

Yep. Definitely still got it.

She flew toward Canterlot. Toward Celestia. Toward tomorrow.


<< Prologue Chapter Two >>

This chapter has been extensively revised since its original submission.

For the unrevised version of this chapter, click here.


by Aldea Donder


A sequel to Mommy Nearest by Fairy Slayer. Please rate and review.

My Little Pony: Friendship is Magic is property of Hasbro, Inc.




Morning came slowly for Rainbow Dash, who lay asleep beneath an elegant purple blanket, her chest rising and falling with deep, peaceful breaths. Her suffering had gone quietly into the night, replaced by a serenity which manifested in every gentle motion and soft exhale. Her face, once the province of anguish and misery, was liberated by a smile which stretched from ear to ear.

Dreams flitted behind her eyes. Dreams of being held by a wonderful, faceless mare, who licked her wounds when she was hurt and nuzzled her when she was afraid; the warmth of her body; the softness of her voice; the familiar fragrance of her mane; comforting her in her darkest hour, when all she knew was pain and fear.

The morning light crept across Rainbow’s sleeping visage, falling upon her eyelids, coaxing her back into the world. Gradually, she became aware of herself lying on the hard hospital bed, and her mother’s scent was replaced by the unpleasant odors of antiseptic and gauze.

She yawned and she stretched. Then she rolled over and promptly fell back asleep.

Little did she know there was a goddess watching over her.

Minutes passed, and Rainbow’s breathing grew deep again. Celestia smiled, her heart filled with a warmness she had seldom known in the last thousand years. She closed her eyes and began to hum—softly, so as not to wake the sleeping filly. Then she began to sing:


        Hush-a-bye, don’t you cry.

Go to sleep, my little baby.

When you wake, you shall have

All the pretty little ponies.

Blacks and bays, dapples and grays,

All the pretty little ponies.


Way down yonder, in the meadow,

Poor little baby crying mama.

The birds and the butterflies flutter ‘round her eyes,

Poor little baby crying mama.

Can you see the little ponies dance before your eyes?

All the pretty little ponies will be there when you arise.


Rainbow stirred in her sleep, enticed by the promise of something wonderful. She seemed so close, that motherly figment, and there was a song on her voice which echoed in her memory.

She could almost remember it. The melody came to her in dreams some nights, but only in snatches, half-forgotten, wrapped in deafening obscurity. Yet here it was—the whole lullaby, the same as it was the first time she heard it, years ago, when she was just a foal.

“Mommy,” she whispered urgently.

“I’m here, little one.”

She felt a warm breath on the back of her neck and a gentle snout nuzzling against her cheek. Rainbow sighed contentedly and leaned into the embrace.

Then reality finally caught up with her, and she snapped awake in realization. “Who—I—what?!” she spluttered, instinctively backing away until she banged against the headboard.

Princess Celestia?!

The princess! Here! Her brain went into overdrive, scrambling to remember every royal decorum Twilight had ever droned on about. She was supposed to bow down, right? But she was still in bed! Was she supposed to get out of bed and then bow down? Or maybe she should stand on top of the bed—

“Shh. There’s no need for any of that.”

Celestia looked at her in a way that said more than words ever could. Then it all came rushing back—all the revelations of her traumatic night. Rainbow felt a wave of vertigo wash over her, memories swimming before her eyes and bouncing off the insides of her head. The air she had been breathing disappeared in her gullet.


Celestia nuzzled her. “I’m your mother, Rainbow Dash.”

Rainbow could only stare open-mouthed and make strange, voiceless noises in the back of her throat. It wasn’t possible! ...was it? But all the doubt in the world couldn’t refute that Princess Celestia was nuzzling her. The ruler of all Equestria—a goddess!—was nuzzling. Her.

And then there was that memory, dangling like a little white string that begged to be pulled— Celestia beside her, tending to her wounded head, cradling her like a newborn. The warmth of her body. The softness of her voice. The familiar fragrance of her mane. Comforting her in her darkest hour... when all she knew... was... was...

“You’re... You’re my mother.” Rainbow pulled away suddenly, her expression unreadable.

Her brain, having finished filling in all the blanks from her recent trauma, now set to work making other connections.

“And all those times—all those times you could have said something, and you never did—the Summer Sun Celebration, the Best Young Flyer Competition, the Gala—”

Celestia winced.

Rainbow could feel herself growing angrier, even though she knew she shouldn’t. Even though the memory of Celestia’s compassion still resounded in her soul. She had been happy, hadn’t she? After the horn appeared, when she laid her head against her mommy’s side and fell asleep listening to the sound of her heartbeat... Was there ever another time in her life when everything felt so right? But no—the stupid horn must have screwed up her brain chemistry.

She had been wronged! Every ounce of her pride screamed it, and screamed for her to scream it!

“That thing with the parasprites—the one time with Fluttershy and the stupid bird—” There was accusation in Rainbow’s voice now, and it was quickly getting louder. “All those times... All those times you just brushed me off, and you never said anything!”

“Please, Rainbow Dash, try to understand. It just wasn’t possible for me to reveal the truth—”

“Why? ‘cause I didn’t have one of these?” Rainbow crossed her eyes and tossed back her head, motioning to her newly-erupted horn.

Celestia cast her eyes downward and didn’t reply. The weight of the world seemed to rest on her shoulders, even as her hair continued to billow in the nonexistent wind.

“Wasn’t I good enough for you without some dumb horn on my head?!”

Celestia met Rainbow’s hard gaze. “You were always good enough for me. And I always wanted to be your mother. Giving you up was the most painful thing I’ve ever had to do. I agonized over it for weeks, and the day I sent you to live with your parents, I cried so hard I couldn’t raise the sun. I only did what I did because it was in your best interests. The High Court of Canterlot would never have accepted you.”

“Because I wasn’t a unicorn.”

“Yes,” Celestia said sadly. “Because you weren’t a unicorn.”

There was a long stretch of silence that neither of them wanted to be the first to fill. Rainbow was distressed, looking down at the bed with a disconsolate expression.

“Rainbow Dash, there are some injustices in this world that even the magic of friendship can’t set right... Prejudices that are even older and more powerful than I am. All I ever wanted to do was to protect you. But pegasus or unicorn—Rainbow, it never made a difference to me.”

Rainbow could feel the tears threatening, even though she hated herself for it. She tried to turn away, to hide her weakness, but there was Celestia with a gentle hoof, tilting back her head until she had no choice but to meet her eyes.

There was an intensity there, but also a tiredness which belied her radiant exterior. There was a yearning, golden and pure, blossoming from the deepest fathoms of her soul, marred by a thick, gray sludge of apprehension, and layers of false happiness piled high on a mountain of regret.

She wondered what Celestia saw looking back. For Rainbow Dash, a pony who prided herself on being brave, had never felt more scared in all her life.

Scared of what this meant.

Scared of the changes it would bring.

Scared to hold back.

Scared to let go.

Scared of being hurt.

Scared of being left alone.

But in the tempest of her emotions, on cresting fear and waves of doubt, a memory and a lullaby surfaced, and she held onto them for all she was worth.

“Do you—Do you love me?” Rainbow’s voice cracked as she struggled to form the words.

Celestia smiled. “More than the sun itself, my little Freyja.”

And as mother and daughter reached out to each other in the morning light, whispers of a lullaby floated on the wind’s breath:

Hush-a-bye, don’t you cry.

Go to sleep, my little baby.

When you wake, you shall have

All the pretty little ponies.

Blacks and bays, dapples and grays,

All the pretty little ponies.


by Aldea Donder


A sequel to Mommy Nearest by Fairy Slayer. Please rate and review.

My Little Pony: Friendship is Magic is property of Hasbro, Inc.


Chapter Two

Dashed Expectations

All her life, Rainbow had looked out her window and seen the lonely mountain.  Atlas Rise, the Crown of Equestria, the Seat of the Sun—names it had in abundance, but none of them did any justice to the sheer size and magnitude of this natural wonder, this colossal rib of the world. As the chariot soared across the land, the peak loomed ever larger, dominating the eastern sky.

How ancient was this towering behemoth? Nopony could say. Not even Princess Celestia, as timeless as she was, could recall an age when the mountain had not been there. Forests were seeded, grew, and perished under her reign. Rivers ran dry and new ones gurgled forth to take their place. But the mountain endured. The mountain was forever.

It was a monument to prominence and permanence. Qualities the kingdom venerated, which was probably why they built the capital here. Moreover, it was a monument to patience. Forged in time immemorial, eons before the first pony set hoof upon the earth, from the slow seep of magma bubbling up over untold millions of years. All to create the misty blue peak which stood before Rainbow now, challenging every notion she had of big and small, old and young.

She was so busy staring at it, the sudden arrival of the Royal Guard took her by surprise.

“Hey, what’s going on?” she shouted, lifting herself over the side of the cart for a better look.

They fanned out around her in formation. Ponies on the left and right forming a flying V, ponies above, ponies below, ponies behind, and one pony in front decked out in golden armor that was so awesome, Rainbow figured he had to be the leader. Nonchalantly, she jumped over the side of the chariot and flew up to meet him.

“Hey, what’s up?” she asked.


He didn’t have to ask twice. The sheer power of his voice blew her head-over-hooves back into the cart. She rubbed her head and glared. “Sheesh, what a loudmouth.”

Rainbow wasn’t stupid. Something had these pegasi on edge. She could tell from the way they held their wings—a little too stiff for comfortable flying, even for the austere Royal Guard. And jeeze, how many of them were there? Twenty? Thirty? A little overkill for the fifteen minute flight from the valley up into the capital. Twilight never mentioned being accompanied by this many guards whenever she flew back to—

Just then, her eyes caught something in the sky. A shock of pastel rainbow hair and a flicker of white wings. The profile of an alicorn silhouetted against the clouds. Celestia.

“Alright, what the hay is going on?!” Rainbow asked of the drivers.

“Don’t worry, ma’am. We’ll get you to Canterlot safe and sound,” said the one on the left.

“Yeah, as long as you don’t go jumping ship again,” grumbled the other. “Just sit back and relax. We’ll make sure no harm comes to you.”

“Make sure no harm comes to me? Why the hay would I need you to—”

Before she could finish, they rounded the mountain, and great Castle Canterlot came into view. Canterlot, with its quartz spires and gilded domes; its statues of crystal and gold-plated bronze; its majestic, sparkling waterfalls crashing down from on high, pooling in basins the size of lakes before spilling over the lip, cascading to the countryside far below. Canterlot, heart of the nation, jewel of the world, sparkling white from its perch on the cliffside.

But wait, something wasn’t right. This was the back of the mountain. They were approaching the city from the wrong direction!

“Hey, what gives? How come we aren’t taking the front door?”

The drivers dipped a wing, putting them on a course directly toward the rocky crag. The escorts mirrored their movements and fell into an even tighter formation.

The chariot clattered to a stop on a wide ledge. Seconds later, a dozen pegasi touched down all around them. The rest of the guards remained aloft, swarming in the air, darkening the bluff with their great, winged shadows. Some distance away, Rainbow noticed a lone unicorn, also clothed in the vestments of the Royal Guard, standing idly by the mountainside.

“Rainbow Dash,” an oily voice breathed down her neck. It was the loudmouth white stallion with the so awesome golden armor. The one she figured to be the leader.

He stood an impressive height. Not quite as towering as Big Macintosh, but tall enough to loom over the side of the chariot and stare down at her with a superior air. His arrogant purple eyes smoldered with disdain through the gaps in his centurion helmet.

“Uh... Yo,” Rainbow said uncertainly.

The stallion sneered. “Miraculously enough, and despite your little in-flight detour, we’ve arrived. Now, if you would be so kind as to cooperate, we’ll see you safely into the castle. Do what I say, and I promise you won’t get hurt.”

Rainbow’s feathers bristled in anger. “Is this some kinda joke? You promise I won’t get hurt?

For your own safety, I advise you to comply.”

“First, how ‘bout you tell me what the hay’s going on?”

“Perhaps I didn’t make myself clear. Come with us, or I’ll make you come with us.”

Rainbow’s wings twitched. “I’d like to see you try,” she growled with a defiant scrape of her hoof.

They were all over her before she could react. A pair of pegasi swept in from behind and seized her by the arms, while the rest circled around and raised their wings like a Roman shield wall. Then they advanced, bearing a sputtering Rainbow at the center. Loudmouth had a smirk on his face. It pissed Rainbow the hell off.

“LET GO!” she yelled, kicking and biting, to no avail. They had an iron grip on her, and it hurt.

“Be a dear and shut up.”


“Temper, temper! We’re nearly there.”

Through a canopy of pegasus feathers, Rainbow spied the granite face of the mountain and the unicorn standing next to it. The unicorn bowed his head in concentration. His horn lit up. Then came the unmistakable sound of rock moving against rock, and a stone outcropping slid aside, revealing the gaping black maw of a cavern.

They dragged her inside, and she fought them all the way. The unicorn’s horn shimmered again, and the secret passageway closed, shrouding them in darkness.

“Lights,” spoke the leader, and instantly, a line of torches blazed with magic fire, casting weird, flickering shadows up and down the length of an underground corridor.

Rainbow saw her chance. The hall was narrow and too cramped for the pegasi on either side of her to maneuver. She twisted free of one, bucked the other, and made a break for it, her hooves clopping desperately against the stone floor.

She didn’t make it far before the leader stepped out in front of her.

“Get outta my way,” Rainbow demanded, though she didn’t feel half as brave as she sounded.

“I don’t think so,” said the stallion. He took a step forward—

“Rainbow Dash?”

Rainbow froze. That voice didn’t belong to any guard. It belonged to—

Luna. Princess Luna. Standing in the hall behind the leader. Looking on with patent concern.

“What is the meaning of this, Captain Tristar?”

“Protecting my charge as ordered, Princess,” he said, quickly turning and falling into a bow. The rest of the guards approached behind Rainbow and did the same. Rainbow just stood there, frozen in place, though her heart was still jackhammering away at a million miles an hour.

Luna took stock of Rainbow—her feathers disheveled, her mane tousled and matted with sweat, her breathing ragged, her whole body shaking. “Was it necessary for you to assault her in order to protect her?”

“Nothing of the sort, Princess. We were exposed on the cliff, and we had no choice but to make a forcible extraction,” the leader—Tristar—explained.

Luna nodded. “Very well. I’ll take it from here. Thank you.”

“Your Highness.”

“Oh, and Captain?” Luna paused to give him the friendliest, most non-threatening smile ever. Then she proceeded to threaten him. “I’m sure Princess Celestia will be looking forward to your report on this matter.”

Tristar’s face darkened with rage. “Yes, Your Highness.”

Just like that, the confrontation was over. Luna motioned for Rainbow to follow her, and she did just that. The captain shot her a death glare as she passed by. She returned it in kind.

Then Luna and Rainbow rounded a corner, and Captain Tristar disappeared from sight.

Rainbow’s blood boiled. “Some welcoming committee you’ve got!”

“Hush. Not so loud. We’ll talk in a moment, but for now, stay quiet and follow me,” said Luna.

“Look, I don’t mean to be rude or nothin’, but where are we?

“In the Warrens. Most of these tunnels were carved out of the mountain more than a thousand years ago. They haven’t been used in almost as long. Not since the war.”

“We’re using them right now, aren’t we?”

“Sorry. I should have said they haven’t been lived in in over a thousand years.”

Rainbow recoiled. She hadn’t seen much of it, but this wasn’t someplace she would volunteer to spend any length of time. The whole thing was basically a maze of tunnels cut right out of the existing rock. They walked past crude doorways which led to rooms barely tall enough for a pony to stand in, and a myriad of side-passages that shot off the main drag, twisting and turning their way down into the darkness. That anypony could live in a place like this, cut off from the sun and sky, was unthinkable to her.

“They just lived here... temporarily, right?”

“Some did. Others never left. They’re still buried here, within these walls,” Luna replied casually. As if she were talking about the freaking weather.

A shiver ran down Rainbow’s spine. She walked a little closer to the goddess of the moon.

But now they came to their destination. The corridor ended abruptly at a sheer stone wall, which was devoid of any features save a single carved image of the sun. Luna lowered her horn to it, and Rainbow heard the distinctive click-click-click of a locking mechanism. The wall swung open on a hinge, and on the other side—

—was a library. No, not a library—an office, with a mahogany desk that dominated the center of the room. Bookshelves lined the walls of this circular chamber, packed with all manner of tomes and trinkets, and a cozy fire crackled in an elegant marble hearth. Light flooded in through an ample window, offering a gorgeous panoramic view of the Canterlot skyline.

Rainbow followed Luna through the doorway, stepping onto the plush, champagne white carpet. The bookcase swung shut behind her.

“Is this...?”

“Celestia’s private study. I, uh, hope you don’t mind us taking the secret entrance. There were... security concerns.”

Luna paused to look Rainbow over again. Her gaze lingered on the alicorn horn.

“So it’s true then. You really are her daughter. I... I didn’t believe her at first. It didn’t seem like it could be real. But I’m glad it is.”

Luna’s voice rang with sincerity, but hesitation reigned in those sapphire eyes. Her lips stretched into a nervous smile. Rainbow was baffled. The midnight alicorn seemed more like a scared filly on the first day of school than an all-powerful lunar goddess.

“So... uh... I take it you aren’t mad about the whole Nightmare Moon thing, then?”

Luna’s whole body tensed. “That was... somepony else. It wasn’t me.”

“Oh, good,” Rainbow chuckled nervously. “‘Cause I was gonna say, stealing the mustache off a sea serpent? Really? Whew. Glad I don’t have to give you a hard time over that one.”

The corners of Luna’s mouth pulled ever-so-slightly upward. “That was a little silly, wasn’t it?”

“Yeah, but I’ve gotta admit, those Shadowbolts had style. Black and purple with those awesome glow-in-the-dark flight goggles? Totally. Killer.”

“Yeah... Killer.” An expression of... something... flickered across Luna’s face, but it disappeared before Rainbow could lay her hoof on it. “Look, I didn’t have a chance to speak to you and the other Elements after... Well, you know. I... just want you to know how grateful I am. To all of you. If it weren’t for you, I wouldn’t be here now, and Celestia would still be...”

“Hey, no big deal! All in a day’s work for the Elements of Harmony, right?”

“It is a big deal to me. On behalf of the other five, please accept my gratitude.”

Then she did something that convinced Rainbow the world really had turned upside-down.

Luna, Goddess of the Moon and Second Princess of Equestria, bowed down to her.

Rainbow’s mind went blank as shock eclipsed rational thought. It was a feeling she was getting used to lately. “I... uh... wow. I don’t know what to say, Princess Luna. Gratitude accepted?”

“Thank you. And, um, you don’t have to call me princess. Just Luna is fine.”

“Sure thing, Luna. As long as I can be just Rainbow Dash and not the official thanks-bearer of the Elements of Harmony club.”

For the first time since Rainbow had met her, Luna smiled a genuine smile. She stifled a giggle behind her hoof. “Okay, Rainbow Dash, you have a deal. From now on, you can be the unofficial thanks-bearer. Does that sound better to you?”

“Not really, but I guess I’ll take it.”

“Good!” Luna ambled over to a set of tall white double doors. “Would you like to see the castle? I know you were here briefly for the Gala, but I’d be happy to give you the grand tour.”


Luna’s hoof hovered over the ornate golden handle. She hesitated. “Um. On second thought, maybe we should put off the tour for now. We should probably get you cleaned up first.”

“Huh?” Rainbow looked down at herself and realized how unkempt she was since her scuffle with the guards. “I... I don’t look that bad, do I? I mean, I wouldn’t expect to win any beauty pageants like this, but I usually look a whole lot worse after flying practice.”

“Flying practice. Right. Unfortunately, it probably isn’t a good idea for you to go around like that. It might cater to, um, certain preconceptions.”

Rainbow frowned. “What’s that s’posed to mean?”

“Nothing,” Luna said. She turned the handle.

The doors opened, revealing an elegant upstairs hall of the castle. Marble walls rose to meet a tall, arched ceiling. Tapestries and decorative urns stood formally throughout, while a procession of massive chandeliers bathed the corridor in light.

A pair of pegasi in full regalia stood on either side of the gaping door, stoic and expressionless. Rainbow slowed to look at them, thinking they seemed familiar, but Luna continued on without notice, and she had to hurry to catch back up.

“How’s my sister? Did she mention if she would be taking back over today?” Luna asked.

“Huh? Taking over?”

“The government. After she got Twilight’s emergency letter, she left me in charge of things here in Canterlot so she could go tend to the situation in Ponyville. I was, um, sort of hoping she’d be taking over her responsibilities again.”

“Sorry. Don’t know anything about that. Haven’t talked to her in a week.”

Luna almost tripped over her own hooves. “You—You haven’t? But she hasn’t been here either! Oh, but that means she’s...” Her voice trailed off.


“...Nothing. Never mind.”

The hallway led into a small rotunda. Here, the path forked. Identical marble corridors continued through arched doors on the north and east walls, while the west wall hosted a balcony, granting another awesome view of the countryside. Luna turned right, and Rainbow followed her down this new passageway.

She thought back to her arrival on the chariot. “Actually, I did see Celestia today.”

“You did? Where?!”

“Twenty minutes ago, when we were coming around the mountain. Right after Captain Jackass and his band of merry men joined up with us. I saw her in the sky.”

Luna grimaced. “Oh, Tia. She must have been expecting trouble.”

Rainbow stopped dead in her tracks. “Alright, Luna, spill it. Where’s Celestia? Why’d you send a whole platoon to bring me to Canterlot? And how come we had to take the creepy dead people tunnel to get here?”

“Oh... Um...” Luna’s face contorted with unease. “Uh... Hey, look! We’re here!”

Her horn glowed, and a nearby door creaked open. She ushered Rainbow inside.

Rainbow found herself in a masculine bedroom. Brilliant beige marble gleamed from every wall, and the floor was inset with geometric patterns. Columns of polished burgundy spanned upward to a two story height. In the center of the room stood a canopy bed dressed with silk bedclothes. The rest of the furnishings were just as opulent. On the far wall, another balcony looked out over the city, and a fire blazed in a massive fireplace.

“I hope you find the accommodations satisfactory.”

Rainbow’s jaw hung open. “This... is... so... AWESOME!”

She leapt onto the bed, throwing its pillows and coverings into disarray. “Come up here with me, Luna! This thing’s cool!”

“Um, no, that’s okay.”

Just then, the balcony struck her fancy. Rainbow jumped down and strolled over to it.

Warm sunlight kissed her face, and a gentle wind came up and caressed her forelock. Rainbow closed her eyes and leaned into it, breathing in the air and the many aromas that wafted on it— sweet roses, fresh-cut grass, and a hint of mountain mist.

“Hey, wanna go flying? It’s a really nice day, and the air currents are just right for—”

“NO!” Luna shouted.

Rainbow whirled around to stare at her in alarm.

Luna lowered her voice, looking sheepish. “Um, I mean, no. This is important, Rainbow Dash. You mustn’t leave. Not for any reason. Not even to go flying! Inside of these walls and upon the grounds, the castle’s magic will protect you. But if you leave this place, you will be in danger. Do you understand?”

Rainbow’s mouth went dry. “What...”

“Princess Luna! Princess Luna!” yipped a voice from out in the hall. Moments later, a little yellow unicorn mare burst into the bedroom, panting frantically.

Luna looked at her curiously. “What is it, Domo?”

“Lord Brilliant... is demanding... an audience,” she managed to choke out. “Something about... property entitlements. For his son in Manehattan. He stormed in... blustering about... how he thought Princess Celestia was a pony of her word...”

“Oh no,” Luna groaned. “Has he been waiting long?”

“Ten minutes.”

Luna gave Rainbow an apologetic look. “I’m sorry, but I won’t be able to stay. I’ve got this little... court... thingy... to take care of. Uh... Domo, this is Princess Aurora. She is Celestia’s daughter. Could you please tend to her while I talk to Lord Brilliant? Make her as comfortable as possible. And, um, see that she gets a bath.”

Domo’s eyes widened. “P-Princess Aurora?! Celestia’s daughter?! I mean—Yes, Your Majesty!”

“Excuse me.” With one last pitiful smile, Luna slipped through the door, leaving Rainbow alone with a sputtering Domo.

But not for long. “I... I... I... I’ll be right back!” Domo said, tearing out of the room.

Rainbow was dumbfounded. With nothing to do and nopony to talk to, she wandered back over to the bed and flopped down. A frown creased her brow as she stared up at the ceiling.

“What the hay.




Domo returned fifteen minutes later accompanied by two other ponies. The door still hung open, so she stuck her head in to announce herself. “Princess Aurora...?”

“Mmm... Rainbow Dash. Call mmmfff... Rainbow Dash.”

Domo took a few hesitant steps into the room. The pair followed her in tow. “Your Majesty?”

Rainbow didn’t so much as lift her head to greet her. The bed was way too comfortable for her to consider moving even a single muscle. She teetered on the brink of sleep, all the tension in her wings and body melting into the softness of the cushion.

Domo came closer still. “Your Majesty?”

There was that annoying voice again. Why wouldn’t it leave her alone? “Goway,” she groaned.

“Er... Did you say something, Princess?”

Rainbow tugged a pillow over her head. “Gowayanlemmesleep.

“Could you repeat that a little more loudly, Your Majesty?”


“I’m—I’m sorry, Your Majesty, but I still didn’t quite understand.”

She snapped awake, flinging the pillow aside and eyeing Domo crossly. “What?!”

“Oh!” Domo fell into a low bow, as did the ponies flanking her. “Princess Aurora! You’re awake! For a moment, I was afraid you might have been sleeping.”

Rainbow facehoofed. She could already feel her temper ignite.

”I’m Domo, chief steward to Her Majesty Princess Celestia’s royal house. Please excuse me if I seem a bit... scattered. We weren’t notified of your arrival. But now that you’re here, you can be rest assured we’ll do everything in our power to make you as comfortable as possible!”

“Rest assured, huh?” Rainbow grumbled. “Good. Then you can shut up and lemme rest.”

“Oh... Yes, Your Majesty.”

She closed her eyes and fell back onto the mattress. It was barely past noon, but she was tired, darn it, and her mind and body were dead set on a siesta. One of her patented Rainbow Dash Extra-Strength Power Naps would do the trick.

The interruption had been jarring, but sweet, blessed sleep was still there, dancing on the edges of her consciousness. She felt herself drifting off again, lulled by the quiet whisper of the wind through the open balcony, the steady inhale and exhale of her own lungs...

Cough. Cough.

...the sound of somepony coughing...

Wait. What?

She snapped awake again. Domo and her cohorts were still there!

Rainbow threw her arms in the air. “What do you want?!

“To make you as comfortable as possible, Your Majesty!” said Domo.

“How am I s’posed to sleep with you watching me?! Do you have any idea how creepy that is?!”

“Oh. Would you prefer it if we didn’t watch you?”


“As you wish, Princess!”

Domo signalled the ponies on her left and right. Then the three of them turned to face the wall, leaving a flabbergasted Rainbow Dash to stare at their backsides.

Her eye twitched. “Are. You. Serious.

“Are you done sleeping yet, Your Majesty?”

Yes,” Rainbow said sharply.

“In that case, may we turn around again?”

Rainbow scowled and rolled out of bed. So much for her power nap. “Knock yourselves out.”

Domo looked at Rainbow and gasped. “Oh, dear! I pray you don’t mind me saying so, Princess Aurora, but you look dreadful! Your feathers are so ruffled, it’s unsightly! And your mane! Why, it’s simply uncouth! You must allow us to assist you!”

“The name’s Rainbow Dash. And what’s the matter with with my mane?!” she asked, running a self-conscious hoof through her forelock.

“Say no more, Your Majesty, but allow us the privilege of running you a bath!”

“I ain’t takin’ no stinkin’ bath.”

“Oh, but you must, Your Majesty! Princess Luna personally requested it!

Rainbow stopped. Luna had stressed how important it was for her to make a good appearance. And she didn’t want to disappoint Luna...

“Well... Alright. Run the stupid bath, then.”

No sooner did the words leave her mouth than Domo and her attendants took hold of her. She squawked with indignation, but her protests went unheeded. They whisked her into an adjoining bathroom.

And what a bathroom! It was almost as large as the bedroom, and that was saying something. Whimsical arabesques spiralled up the walls, set between towering, majestic mosaics depicting the phases of the sun and moon. Fixtures of gold and silver glimmered in the low light cast by a crown chandelier and a dozen or so wall sconces.

The ponies on either side of her—a gray mare and a gray stallion, she now realized—bore her into a raised basin, which might just as easily have been a swimming pool as a bathtub. The stallion’s horn glowed, and water started pouring in from faucets on all four sides.

Rainbow’s eyes widened. “Wh-What are you doing?!”

“Making everything as comfortable for you as possible, Your Majesty!” said Domo. She struck a match and lit a stick of incense, perfuming the air with the rich, earthy fragrance of amber.

Meanwhile, Rainbow stared up at the other two ponies in horror. “This is not comfortable!

“It’s not?” Domo dipped a hoof into the water. Her expression soured. “Oh can’t the two of you do anything right? This is much too cold!” she chided the grays. “Forgive me, Princess Aurora. I’ll warm it up for you.”

The water, which had already risen past Rainbow’s haunches, went twenty degrees hotter in the span of a second. Rainbow yelped and shot straight up out of the bath!

Domo and the other servants tilted their heads back in alarm. “Your Majesty?”

“I’M NOT COMING DOWN! I CAN TAKE A BATH ALL BY MYSELF, THANKYOUVERYMUCH!” Rainbow yelled, swinging wildly from the chandelier.

“But Your Majesty, I must insist!” said Domo. Her horn glowed.

The chandelier went slippery, as if the whole thing were suddenly coated in oil. Rainbow felt her grip weaken. The next thing she knew, she was falling, down, down—


—straight back into the bath.

She jolted back to the surface, coughing and sputtering and gasping for air. She could barely see through her bangs, dripping wet and hanging low over her eyes. Couldn’t escape, either— not with these waterlogged wings. Before she could even think about making a last-ditch wade toward freedom, she felt a pair of hooves restrain her and hold her down, while another dumped a cold, moist, sickly-smelling shampoo over her head.

“There, Princess Aurora! That doesn’t feel so bad, does it?” said Domo as the servants lathered the icky stuff into her mane.

Rainbow Dash,” she gurgled through the bathwater. “Call me Rainbow Dash.

The next thirty minutes were a lesson in humiliation for Rainbow as she was spritzed, scrubbed, moisturized, bristle-brushed, and loofahed half to death. At long last, her torture drew to a close. She emerged from the bath feeling violated, clinging to the tattered remains of her privacy.

Then came the towels! Horrible levitating towels which chased her out into the bedroom! As she ran around screaming her head off, she managed to shed water onto every priceless piece of antique wooden furniture in the room. She actually threw Luna’s cautionary words to the wind and made a break for the balcony, but the towels cornered her first and proceeded to smother the hay out of her. Stupid towels.

Just when she thought it was over, she spotted something out of the corner of her eye—one of the gray ones, coming toward her with a bottle of... mysterious green liquid! Oh, Celestia, NO!


Domo appeared suddenly beside Rainbow and made her jump five feet in the air. “Now that you are clean and dry, we will anoint you with ointments, lotions, and perfumes!”


Domo blinked. “What about the lotions?”


“Oh...” Domo scratched her chin thoughtfully. “Well, in that case, I guess we can move on to the next step. We will prepare a wardrobe for you and dress you in—”


“But that doesn’t mean you can’t start wearing clothes! Besides, we have all the finest stylings of the Canterlot fashion scene! Including a brand new line from Hoity Toity, based on the designs of a brilliant up-and-coming fashionista he discovered in Ponyville, of all places—”

Rainbow facehoofed again. Damn you, Rarity!

“But I suppose the wardrobe can wait until later. After all, we still need to do your hair!”


Domo and her minions took a step back. “P-Princess Aurora?”

Rainbow’s whole body quaked with rage. She struggled to see the trio of servants through the thick red haze that was quickly seeping across her vision. Go to your happy place, Dash. Count the clouds. One cumulus, two cumulus, three cumulus, four...

“Look, I’m not interested in baths, or clothes, or hairstyles, or—or—LOTIONS,” she roared at the gray stallion, who was still trying to sneak up on her with the bottle. “All I want is some FOOD. I haven’t eaten in forever! Do you think you can at least do THAT for me?”

If Domo caught the sarcasm in Rainbow’s voice, she didn’t show it. “Certainly, Princess Aurora! The kitchen is always open! Allow us to escort you there!”

“My name is Rainbow Dash,” she said through gritted teeth.

But they paid no attention and hurried out the door. Domo poked her head back in. “Coming?”

Rainbow had half a mind to slam the door in her face, but a rumbling in her belly convinced her otherwise. She followed the annoying yellow unicorn out and down the hall, the pair of grays trailing dutifully behind.

After traversing yet another maze of corridors, they arrived at the dining hall. It was no less grand than what Rainbow had come to expect. A marble floor, the color of jade, gleamed in the light of so many candelabras. The table stretched forty feet down the center of the room, with seating enough for twenty ponies on either side—not including two massive chairs, one at either end, bearing the emblems of the sun and moon.

Rainbow very coolly, very casually sat down in the seat nearest to her. Which just so happened to be the big one with the picture of the sun on it. All three servants let out a shrill gasp.

“What’s wrong?” Rainbow asked.

“That’s—That’s—Princess Celestia’s chair!

“Yeah? So?”

They looked nervously to the walls, where stained glass depictions of ponies throughout history glared down on them with fierce, judgmental eyes. One image in particular had them riveted—a colorful scene recalling the lunar exile of Nightmare Moon. Boy, did Celestia ever look pissed off in that one!

Domo turned several shades paler. Her eyes darted around the room, as if unseen spies might be lurking in the shadows. “Nopony has ever sat in Princess Celestia’s chair before.”

“Eh, who cares? I’m sure she won’t mind. Besides, she isn’t here now, is she?”

Her lip quivered. “But... But...”

“But nothing. Jeeze, Domo, are you always this high-strung? Just sit down and shut up already.”

“Sit down?! But Your Majesty, it would be highly improper for me to dine at the same table as—”

“Look, I can’t eat anything with you guys standing over me. Gives me the heebie-jeebies worse than Rarity before a race. So sit down.” She looked at the gray mare and stallion. “You too.”

The servants reluctantly took seats at the table. Shortly thereafter, they were joined by a waiter who strolled in through a pair of swinging doors.

He didn’t make it far. The moment his eyes fell on the odd foursome, he just about tripped over his hooves and face-planted. “She eez een zee chair!

Domo shrugged helplessly.

The waiter opened and closed his mouth several times, his dainty French mustache standing on end. “Very well!” he finally said. “On your ‘eads be eet! What will you ‘ave to eat?”

Everypony looked at Rainbow.

“What? Isn’t anypony else hungry? How come I gotta be the first to order? ...Oh, fine. Whatever. I guess I’ll have... uh... a daisyburger and hayfries.”

A daizyburgeh and ‘ayfries.” The waiter’s lip curled, his eyes narrowed with rage. “‘Ow very... rustic. Per’aps madame would care to try some of zee kitchen’s more cultured deeshes.”

“Nah, a daisyburger and hayfries will be fine.”

His face rapidly contorted into a number of expressions, none of which could be described as serene. “Oui oui, madame. I will return shortly with your... food.” With a derisive snort, the waiter spun and walked out.

Rainbow took no notice. She stretched out luxuriously on the regal chair, looking content for the first time since... well, since the bath from hell, at least. “So—”

“Your Majesty, I just want to say what a privilege it is to sit at the same table as you,” Domo said. “I think I speak for everypony here. We’re honored.”

The other two servants nodded vigorously.

“Yeah? So you three are fans of mine or something? That’s cool. Did you see me in Cloudsdale at the Best Young Flyer Competition?”

“Um. No. Not exactly,” said Domo.

“Oh. Well, that’s okay. Tell me more about how awesome I am.”

Domo threw her arms in the air for dramatic effect. “You are Princess Celestia’s daughter!”

“...Yeah. So?”

The unicorn’s smile flickered, but her eyes retained the same wide-eyed, deer-in-the-headlights expression as ever. “The same blood that runs in Princess Celestia also runs in your veins!”

“Lemme get this straight. The only reason you respect me is because I’m related to Celestia.”

“I—well—no, Your Majesty! You are also so incredibly... um... pretty!”

Rainbow rubbed her temples. Why did it all suddenly taste so bitter? “Look. Enough about me. Let’s talk about you. I don’t know a thing about you.”

Domo flushed. “Me, Your Highness? I’m honored that you would think to ask—”

“No. Not you. Anyone but you. I’ve listened to you just about as much as I can bear.” She turned to face the mare and stallion. “You guys. Tell me about yourselves.”

“Oh, they don’t talk, Your Majesty.” Domo laughed.

Rainbow ignored her. “C’mon. What’s your name?”

The gray mare went wide-eyed with the realization that Rainbow was addressing her. Terrified, she looked back and forth between Rainbow and Domo. “L-L-Lady’s Maid, Your Majesty,” she said in a voice so meek, she might have given Fluttershy a run for her money.

“What are your hobbies? You know, things you like to do for fun in your free time?”

“In my free time, I like, uh...” She stopped mid-sentence at the sight of Domo, who was waving her arms frantically, drawing her hoof across her throat to make the universal ‘kill’ signal, all just out of Rainbow’s field of view. “Um... What are... your... hobbies? ...Your Majesty?”

“Me? I like cloudball, stunt flying, the Wonderbolts...”

“I... um... I like the Wonderbolts... too.”

“You do?!” Rainbow leaned forward, excitement shining in her eyes. “I’ve loved the Wonderbolts forever! Ever since my dad took me to one of their shows when I was a little filly! The way they fly so fast, in sync—so awesome! Hey, who’s your favorite?”

“Um... Who’s... your... favorite? ...Your Majesty?”

Rainbow opened her mouth, but suddenly stopped. Her eyes narrowed to mere slits. “Soarin’,” she said slowly. “Spitfire’s my second. I’ve always admired her sonic rainboom.”

“My favorite is... um... Soarin’ as well. Followed by Spitfire. I agree that her sonic rainboom is... very... um... impressive.”

Of course.

How stupid of her to imagine—even for a second!—that there might actually be somepony in this miserable castle with whom she had something in common. That the ponies who worked here might fall into some category other than pompous assholes and fake flank-kissers.

Cold fury descended on her. Her gaze turned to fire and ice. “I see.”

The gray mare shrank into her chair.

A few uncomfortable minutes later, the swinging doors burst open, and the waiter stormed back into the room bearing a silver-lidded platter. He placed it on the table in front of Rainbow Dash and lifted the cover with a smirk. “Bon appetit, madame!”

“What. Is. This.”

The stench hit her first—a pungent blend of sewage, roadkill, and rotting fish. It didn’t fare any better in the looks department. It looked like... like... something a mother bird might vomit up to feed her young. A coiled mass of glistening purple strands, like half-digested worms.

The waiter set the table with silverware and began filling their goblets from a pitcher.

“Eet eez kelp salad. Zee chef, ‘e refused even to consider preparing a deesh like zee one you requested. And ‘ow can I blame ‘im? A daisyburgeh and ‘ayfries! Such... commoner food!”

“...Commoner food.” There was no emotion in Rainbow’s voice. Just an ominous calm.

Here came the storm, a-writhing and a-roiling, shooting blinding harpoons of death from amidst billowing black sails, screaming with the fury of an angry god. It wouldn’t be long now.

“We do not serve such slop een zees kitchen! Eet eez poison, unfit for consumption—except by zee sweaty, uneducated commoners who toil een zee fields and zee skies, bucking trees and pushing clouds! ‘ere in zees castle, we have much more rarefied tastes!”

“Jacques, you idiot! Do you have any idea who this is? This is Princess Celestia’s own daughter! Just bring her a burger and fries!” Domo looked apologetic. “Forgive his folly, Princess Aurora. He didn’t realize who you—”


There was a resounding CRACK! and the crystal goblets shattered, sending razor-sharp shards of glass flying everywhere. Domo and the grays cringed while the waiter backpedalled, tripping and falling through the door when Rainbow SLAMMED her hooves against the table, eyes and horn aglow, rising up above them like a primal force of nature!


Now the glass shards arose from the floor and joined in a deafening whirlwind, spinning a tight circle around Domo and the others. The candles flickered and went out, plunging the room into darkness, while the air was filled with the crackle of magic and the tempest’s mighty roar!

Domo whimpered and threw herself down on the floor, shielding herself against the magic storm with her arms. “Your Majesty—Princess Aurora—Rainbow Dash!” she screamed from her refuge underneath the table. “Please, stop this!”

Instantaneously, the light went out of Rainbow’s eyes. All the airborne debris froze on the spot, then fell unceremoniously back down to the ground.


Domo ran screaming from the room, the grays hot on her hooves.

Rainbow chased them as far as the doorway, sticking her head out into the corridor just in time to see the three of them skid around a corner. “AND I CAN TAKE MY OWN DAMN BATHS!” she shouted down the hall after them.

She leaned against the wall, heart thundering in her ears, sucking down air in short, shuddering breaths. The room was spinning. It wasn’t doing that before, was it?

Rainbow winced. “Shoulda took that power nap.”

She took a few minutes to steady herself, squeezing her eyes shut to fight the motion sickness that was threatening to unleash her breakfast. When she opened them again and turned around to take stock of the damage, she was floored at what she saw.

Toppled chairs lay amid a field of scattered candles, tempest-plucked from their chandeliers and candelabras, which were also in disarray. The suits of armor were a bit battered, but still intact. As was the table, which—while too heavy to be flipped or flung about like everything else—had still managed to drift several feet from its proper home.

The place was a mess.

It didn’t help that there was kelp salad covering everything.

“What the hay,” she muttered. Her expression of the day, apparently.

With the hired help gone—probably cowering for their lives in some decrepit corner of the castle sub-basement—Rainbow set about the task of cleaning up. She wrinkled her nose and gathered the kelp, piled up the candles, straightened the chairs, and even threw her shoulder against the massive table in a semi-successful effort to push it back.

All the while, her mind did somersaults, struggling to come to terms with the fact that somehow, she had done all this.

When the room was halfway put back together, she stepped back and admired her work. Okay, it wasn’t exactly like it was when she got here. But it was the best she could do.

Rainbow sighed. “So much for lunch.” And with that, she took her leave.

She didn’t notice the pair of intelligent silver eyes observing from the shadows. It seemed there was a spy after all.




The eyes followed her down the ivory corridor. Then down another. And another.

Perhaps news of Celestia’s daughter had circulated among the Royal Guard. Perhaps they were attentive of her bodily extremities and deferred to the majesty of horn and wing. Or perhaps they felt the pulsating rage coming off her and simply decided to give her a wide berth.

Whatever the reason, they didn’t stop her once as she stormed through the castle’s innermost halls and sanctums. She blew past a dozen patrols, including one that barked out a gruff “Halt!” as she went by. But she didn’t stop, and they didn’t pursue.

Neither did they stop the spy with the silver eyes. But he didn’t afford them an opportunity.

She took turns at random. Seemingly lost. Seeming not to care. She traversed the key-shaped archway that separated the royal estate’s more intimate quarters from the formal wing, and ten minutes later, she stood before the great golden doors of the throne room.

And the pair of silver eyes followed her inside.

Luna’s “court” was in session, though the term was hardly apropos. The throne room was empty save for the princess, her guards, some porters, and a fat ugly tumor.

But look! See now how she slinks in the shadows, how she skirts the royal spotlight! And for that matter, the stairs—see how she waits until the court is distracted, then flits up to a second story balcony when nopony is looking! Under her own power! Using her own two wings!

See how she stands there with fire in her eyes!

She was headstrong, temperamental, more dangerous than she knew. And simultaneously ten times more interesting than everypony else in this stuffy palace. How much things had changed in twenty years. How far she had come.

The silver eyes were joined by a smile. An introduction was in order.




Sheesh. And here Rainbow thought she was having a bad time.

Yeah, she’d trashed the dining room, watched her dignity go down the drain with the bathwater, and worst of all, she was still hungry. But before any of that, Luna had scurried off to go deal with this Lord Brilliant guy. And she was still talking to him! Two hours later!

Well, maybe talking to him wasn’t the right way to phrase it. Actually, it looked like Lord Brilliant was doing most of the talking. Luna was just sitting there, cradling her head in her hooves.

Lord Brilliant huffed in a high falsetto, “It’s SCANDALOUS, Your Majesty! An affront to my title! An insult to my family name! That the Brilliant clan, who are of such HIGH and NOBLE stock, should bow to the whims of some—some—COMMON STRUMPET!”

He was about 20% fatter than the fattest pony Rainbow Dash had ever seen. He was so fat, she could count the fat rolls rippling down his body, even from way in the back! A fat unicorn with about seven dozen chins and a gold coat which bulged under the effort of containing the sheer fat-fat-fattiness that was Lord Brilliant. Also, he was fat.

She wondered if he could walk under the weight of all that fat, or even stand. Didn’t look like it. Lord Brilliant reclined on a luxurious chaise lounge, ensconced within a curtained compartment. Four earth ponies carried the compartment on poles, teetering and groaning under the burden of the great equine blob who was their liege.

Luna, on the other hoof, looked diminutive. Feeble and slouched, she seemed several sizes too small for the throne she was attempting to fill. “Lord Brilliant, I’m sure that’s an unfair description. I have every confidence that the mayor of New Yoke City is a pony of unimpeachable—”

“YES! A stupendous idea, Your Highness! IMPEACH HER! Impeach her at once!”

Luna facehoofed. “That isn’t what I was trying to—”

“Oh, she SHOULD be impeached! Do you know what she said to my son?! She told him that she represents the PEOPLE! And that the will of the people is more important than his business interests! And that she has more authority than ME! Simply because she happens to have been DEMOCRATICALLY ELECTED! Isn’t that funny? What a JOKE!”

“If I may interject—”

“It’s not like the land is being used for anything, anyway! It’s a vast wilderness, ripe for industry, sitting unused in the middle of the city! My son is well within his rights of nobility to demand the local government cede the property to his company for development!”

Luna massaged her forehead to alleviate the migraine. It didn’t work. “Lord Brilliant, I may have been on the moon for a long time, but I think Central Park has some significance to the people of Manehattan. They might be saddened to see it bulldozed to make room for a factory.”

Lord Brilliant scoffed. “RUBBISH!”

By now, their bickering was just a buzz in Rainbow’s ear. She yawned and stared off into space. This was really boring. Maybe she should go and—

Just then, she saw him. An old unicorn, royal purple, with a silvery beard that fell halfway down his chest. Watching her from the opposing balcony, from behind a pair of half-moon spectacles.

Rainbow looked away. When she looked back five seconds later, he was gone.


A growl of protest from her stomach reminded her how hungry she was. She decided to head back to the kitchen. Even if the culinary staff were all bomb sheltering it up, she could still whip up something herself in the microwave. Any idiot could use a microwave, right?

Luna sneezed. “Gesundheit,” said a guard.

Yeah, this place was dullsville. Time to blow this popsicle stand. Rainbow turned to leave—

—and bumped right into him! The old purple geezer!

She flailed back. “WAHHH! Where’d you come from?!”

He smiled at her with a twinkle in his eye. “Over there.”

A slack-jawed Rainbow Dash looked back and forth between where the elderly unicorn currently stood on her balcony and where he had been just a few moments ago, fifty feet away on the far side of the room. “How’d you do that?! You got over here in ten seconds flat!”

“Just a little talent of mine.”

Ordinarily, Rainbow might have been a little creeped out. But there was something about him— an aura of kindness and serenity that took the edge off the strange encounter.

Rainbow looked at him quizzically. “What’s your name?”

“My name is irrelevant. Who you are is much more important.”

“Oh yeah? Well then, Mister Irrelevant, who am I?”

He smiled again, even more broadly than before, and a spiderweb of wrinkles creased his face, radiating outward from his mouth and eyes. “Such a question. Can who you are be summed up in a sentence? In a paragraph? In a page?”

Rainbow’s expression was deadpan. “Try me.”

“You are a mare with two names. The name you prefer is the name you have known all your life. You are Rainbow Dash. The fastest pony in Equestria. The only known practitioner of the fabled sonic rainboom. The Fifth Element of Harmony, the Avatar of Loyalty, and one sixth the downfall of the tyrant, Nightmare Moon.”

Rainbow puffed up, looking smug. “Well, at least somepony around here got the memo.”

“You are also Aurora. The Third Princess of Equestria, and daughter to somepony very special. It is a name you have only known recently, and a name you have come to resent. But for all its slings and arrows, do not forget what you have gained by this name.”

She searched his eyes for a clue. Finding none, she relented. “What have I gained?”

The old unicorn smiled warmly. “A mother who loves you.”

Rainbow fell silent. She didn’t have a haughty retort for that one.

“Furthermore, just looking at you, I can tell you don’t wash behind your ears.”


Before she could react, he reached behind her ear—and pulled out a shiny gold bit!

“Nice sleight of hoof.” Her eyes darted to his cutie mark: three colored spheres—one red, one blue, and one green—like something a juggler might toss. “So what are you, some kinda court jester or something?”

He chuckled. “Something like that.”


Lord Brilliant’s shrill voice pierced the air. Apparently, things were coming to a head down on the throne room floor. Luna was on her hooves now, and the fat aristocrat was practically steaming at the ears.

“I remember when this court had INTEGRITY! When the Second Estate came FIRST!”

“Now, see here, Lord Brilliant! My sister would never tolerate this kind of... of... rudeness!”

“Princess Celestia? WHERE IS SHE? I’d rather talk to her! I’m certain SHE would remember—My family’s loyalty goes back a thousand years! We stood with her in the War of Night Eternal! But I suppose that wouldn’t mean much to YOU, would it?!”

Luna’s eyes widened. “What’s that supposed to mean?!”

“I shall take my leave now, thank you! Do notify me when Princess Celestia resumes the throne! Perhaps then I’ll have the opportunity to bring my son’s proposal to somepony with a record of being on the RIGHT SIDE OF HISTORY!”

Lord Brilliant motioned to his earth pony porters, who proceeded to bear his overstuffed carcass toward the exit. Luna could only stare, shocked beyond words.

Rainbow felt a tidal wave of anger crash against her. She was about to fly down and give the fat blowhard a piece of her mind, but then she felt a gentle hoof on her shoulder.

“Allow me.”

She glanced up to see the unicorn’s eyes half-closed, his horn emitting an onyx glow. Then—



The poles snapped clean off the back of Lord Brilliant’s booth! The earth ponies tried to salvage it, but it was too late—the whole thing tipped over, and Lord Brilliant, spherical as he was, went rolling right out the back on his fantastically round belly!


Lord Brilliant’s fat face was a blur as he whirled head-over-hooves down the center of the room, finally skidding to a halt before the throne. There he lay, wiggling his arms and legs ineffectually, too obese to stand!


Rainbow clamped a hoof over her mouth to keep the laughter in.

Luna looked down at him, horrified. “Are you alright?!”

By some incredible feat of wriggling, Lord Brilliant managed to roll over onto his belly, prostrating himself before the lunar princess. “MERCY, YOUR MAJESTY! MERCY! MERCY!”

Luna’s eyes grew wider still. “But—But I didn’t—!”

“PLEASE!” he cried, bawling like a frightened child. “DON’T HURT ME!”

The temperature in the room dropped ten degrees.

Torment flashed across Luna’s face as old regrets, freshly buried, were once again unearthed. Time slowed down, and in a moment that stretched to eternity, she was transported to another place, a different era. A thousand years of sorrows reflected in her teal blue eyes.

Suddenly, Rainbow didn’t feel like laughing anymore.

“Jeeze,” she muttered. “Some ponies really can’t take a practical joke, huh?”

She waited for the old unicorn to chime in with another salvo of fortune cookie wisdom. When a few seconds went by and he still hadn’t taken her brain for another spin around crazy town, she glanced up.

He was gone. Vanished, without a trace. Again. He’d been standing right there, right next to her. Then, POOF! And she hadn’t even noticed!

How did he DO that?

She scanned the room, but there was no sign of him. Not on the ground, not on this balcony, not on the balcony across the way, not on any of the other ones.

He had just... disappeared.



And still the silver eyes watched, unseen.

Watched her search for him high and low. Watched the frustration alight upon her face. Watched her succumb at last to boredom and aggravation, and vexed, glide down from the platform and out the door. Still shirking the attention of the court.

Who was this mare who blew up dining rooms? Not the quivering little ball of blue fur and pudge he had known so long ago. And to think—she even embodied an Element! Would Celestia have consented to send her away if she had known? And if she had stayed, what then? Would a dull castle upbringing have sparked such a fire in the lighthouse of her soul? Or would the Element have passed her by, like a ship in the night, to moor upon alternate shores?

How strong she had become. And how proud.



There was no place more breathtaking than the East Garden.

The setting sun cast its eye upon the place, tempering the natural palette of emerald and white, bathing the field in an amber glow. Here and there were delicate maples, mighty oaks, and other trees that were alien, but no less stupendous—slender, graceful things, draped with reams of golden leaves, reaching up to kiss the sky. As twilight approached, the birds retired for the night and an army of fireflies took their place, winking in and out in the dwindling light.

In the center, there stood a statue. Not a statue of marble or crystal or gold, as typified so many monuments in High Canterlot, but a statue of basalt, plain and gray. For of all the statues in the city, this one was the oldest. Constructed in the time of Canterlot’s foundation, from stone borne by ancient lava flows long ago harvested from the mountain.

It rose up ten feet, and the shadow it cast stretched long in the evening sun. The sculpture of an alicorn, his head held high, his horn proudly displayed, decked in armor, with a crown situated atop his noble brow. His face was gentle, but reflected a will of iron.

There he stood, day after day. Like a four-legged sundial. Winding his umbra across the garden, marking the passage of hours, years, centuries.

And on the pedestal, these words appeared:







In the shade of this silent sentinel, Rainbow Dash lay flat on her back, arms tucked behind her head, gazing up at the sky with longing. Remembering how it felt to be up there. The way the cold air filled her lungs, making her feel alive. Then, as she swept back her wings and fell into a dive—the velocity! the adrenaline! the wind in her mane! the sudden rush of vertical g’s as she levelled out, and the world righted itself!

What was she doing here?

There was nothing for her in Canterlot. Nothing and nobody. Still no sign of her so-called mother after all this time, and she hadn’t seen hide nor hoof of Luna in three days.

Toward Canterlot. Toward Celestia. Toward tomorrow.

Toward confinement. Toward concealment. Toward boring.

She wanted to be back home! Back in Ponyville, with her friends! She wanted to race Applejack through Whitetail Wood, play pranks with Pinkie Pie, rehearse her routine for the Wonderbolts to Fluttershy’s soft-spoken chorus of “yay.” She wanted to sleep the day away on a cloud—and if the mayor said, “Make it rain,” she’d just give that cloud a kick and let it water the ground below, then go off and find another cloud to sleep on.

She wanted her old life back! She wanted her friends! Heck, even Rarity would be preferable to all the fakes and weirdos around this stupid place.

Just a month or two, she told herself, clamping down on her rising homesickness. Twilight said it would only be for a month or two. I’ll be back home soon...ish. ...Eventually.

Rainbow heard hoofsteps coming down the walk. She looked up and spied a navy-blue pegasus ambling her direction, humming a familiar tune. He wore a straw hat and a neat gray beard, and he carried a watering can in his mouth.

He stopped at a bed of magnolias not ten feet away. Without so much as acknowledging her, he started watering the flowers.

Rainbow stared. She had been living at the castle for days, but she could count on four hooves the number of servants she’d seen in all that time—Domo, the waiter, and the two other ones. She got the impression they weren’t really intended to be seen. That the ponies who worked at the castle were meant to remain invisible to the ponies who lived in it.

Yet here was a gardener, toiling away right in front of her.

“Uh... Hi,” she said.

The pegasus glanced up at her from under the brim of his hat. “Oh. Hello. Didn’t see you there.”

Then he turned his back and resumed his watering.

Rainbow blinked. Something wasn’t right here.

She stood and walked over, regarding him with a furrowed brow. “That’s it?”

“That’s what?”

“That’s all you’re gonna say?”

A chuckle escaped his lips. The magnolias were sated; he continued on to the next flower patch and tipped his watering can again. “What else would you have me say, lass?”

“Well—Look at me!”

The old blue pegasus did as he was told. He put down the watering can and paused to give her a thorough survey, looking her over head to hoof.


“You look alright to me,” he said with a shrug. Then he went right back to watering the plants.

Rainbow stared, stupefied. “Aren’t you gonna bow down and tell me who I am?”

“Do you want me to bow down to you?”

“I—well, no, but—”

“Then I won’t bow down to you. Do you want me to tell you who you are?”

“...No. Not really.”

“I didn’t think so. In my experience, folks around these parts are usually all too happy to tell you who to be and how to behave. I like to let people define themselves.” The last few drops trickled from the spout of his container, and he started toward a nearby fountain to refill it.

Rainbow jogged to keep up with him. “So, who are you?”

“Me?” he laughed, filling the vessel beneath the stepped cascade. “I’m no one important.”

“C’mon! You’re, like, the first normal pony I’ve met since I got here. What’s your name?”

The pegasus just smiled knowingly. He took the container in his teeth again, water sloshing over the sides, and strolled back over to the flowerbed without answering.

Rainbow’s face soured. “What is it about ponies around here not telling me their names?!”

“Names are meaningless things,” he said, hovering over a patch of chrysanthemums. “Call me anything you like. No matter what you call me, it won’t change who I am on the inside. That’s all that really matters, isn’t it?”

“I... guess...” she said, giving him an odd look. “Fine then. I’ll just call you Gardener.”

The old pegasus snorted and shook his head. “That’s a terrible name.”

“Yeah? Why’s that?”

“Because I’m not a gardener,” he replied, moving on to the tiger lilies. “Gardeners wield shovels and trowels. They dig up the earth, and then they grow the seeds they plant themselves. As for me... My seed sowing days are over. I don’t plant the flowers. I just help them on their way.”

Rainbow rolled her eyes. “Okay then, wiseguy. If you’re not a gardener, then what are you?”

He stooped over plot of morning glories, the speckled indigo flowers shriveling in the fading light of day. “I suppose you can think of me more as a caretaker.”

They stood in silence for a spell, Rainbow Dash and the caretaker, until he exhausted his store of water again. Then he set down the container and turned to look on her with with an eyebrow raised. “So, what’s your name?”


She paused. Would he know her by her common name? Then again, did she really want to start going by her royal one? She already felt like she was losing herself in this place. They’d taken away her freedom, her friends... Did she really want to let them have her identity?

Aw, screw it. What difference did it make? It was just a dumb name. It didn’t mean anything.

“I’m Princess Aurora,” she said, albeit through gritted teeth.

He smirked. “That’s funny. And all this time I thought I was talking to Rainbow Dash.”

“I—But—How did you—?!”

“Calm yourself, lass. You might have been an unknown when you arrived here a few days back, but word travels fast. Especially when you go around terrorizing the domestic servants.”

Her ears flattened against her head. “Oh. You, uh, heard about that?”

“But of course! Just between you, me, and the statue here, I’m sure they probably had it coming. They can be a tad... enthusiastic... at times,” he said, smiling wistfully. “Tell me, how d’you like Canterlot so far?”

Rainbow cast her eyes downward and kicked at a rock. “It sucks.”

“How eloquent! Care to elaborate?”

“I can’t stand being cooped up in this place. I wanna be up there!

She pointed up at the sky, which had finally shed its golden cashmere for the violet cloak of dusk.

“That’s where I’m supposed to be! Not stuck in some dumb castle all day! I think they gave me a room with a view just to torture me. And besides,” she added with a sneer, just to emphasize this last point was particularly offensive, “nopony around here knows how to make a daisyburger and hayfries!

The caretaker roared with laughter. “Well, I gather you didn’t come for the buffet!”

Rainbow gave a pert ‘hmph!’ and plopped back down on the ground, leaning against the base of the statue. “Yeah, yeah. Laugh it up, buddy.”

“Don’t despair. I’ve a feeling things will start looking up soon enough. But take a grain of wisdom from an old stallion: any four walls can serve as a prison, but it isn’t until we open our minds and our hearts that we are truly free.”

He leaned down and whispered in her ear, “Keep your eyes on the horizon.”

Then the caretaker picked up his watering can and started back toward the castle. He gave her a sly wink as he strolled past, still with that same damn song on his breath. Rainbow listened as his voice faded into the distance.

Once he was out of earshot, she turned her eyes back to the sky.

Luna had worked her magic over the heavens, laying the sun to bed and bringing out the moon, though it lurked unseen beyond the mountain. A few stars were out, shining in the purple deep amid faint gray brushstroke clouds.

Man, what she would give to be up there right now.

Just for a month or two, she reaffirmed. Just for a month or two.

As she gazed into the west, she saw something strange—a beacon of light rapidly descending toward Canterlot. Rainbow leapt to her hooves, her heart pounding as she squinted through the encroaching darkness. That shock of color, that flicker of white—

Celestia was here.






Celestia was tired.

She persevered against the headwinds, against the soreness in her wings and the searing pain blistering behind her eyes. The whole of Canterlot stretched out beneath her, gaining in her field of vision as she swooped down over the city.

Her eyes fixated on a high tower window. Her window. After the trials of last several weeks, she was looking forward to some peace and solitude, but a yellow glow alerted her to the presence of somepony inside.

Celestia landed on the ledge. From beyond the glass, she heard the scratching of a quill against parchment. She peered into the study and saw Luna sitting at the desk, scribbling in a book and occasionally clacking away on that confounded abacus of hers. The sight made Celestia smile, though she had to roll her eyes a little.

She tapped on the window.

Luna heard the noise and looked up, a grin splaying across her face. She sprang to her hooves and magically undid the latch.

A blast of hot air hit Celestia in the face when Luna threw open the window, tousling her perfect mane. She couldn’t have cared less. In a thousand and some odd years, she had never been so happy to be home.

“Isn’t it a little peculiar to be up doing paperwork at nine o’clock in the evening, sister?” Celestia deadpanned, stepping daintily into the room.

Luna snorted as she closed and locked the window. “Gee, I dunno, Tia. Isn’t it a little peculiar to be sneaking into your own castle at all hours of the night?”


The sarcastic jabs were quickly forgotten. Luna was at her sister’s side to welcome her with an affectionate nuzzle—a gesture Celestia lovingly returned.

“I’ve missed you, Tia.”

“Oh, Luna. I’ve missed you too.”

Just then, a wave of dizziness overcame Celestia. She broke away and staggered to the hearth, all but collapsing onto the pillow which lay by the fireside.

Luna rushed over, looking concerned. “Are you okay?”

“I’m fine,” said Celestia with an obvious wince. “Just a little tired. That’s all.”

“You look like you’re in pain.”

“I’m a goddess, Luna. I’m supposed to be above pain.”

“Yeah, you’re supposed to be above the vanilla cloud cakes they bake down in the kitchens, too, but I’ve seen you put a few of those away. Now tell me how you really feel.”

Celestia grimaced and rubbed her head. “Like somepony took a fireplace poker to my brain.”

“Should I send for a doctor?”

“No. That won’t be necessary,” Celestia said quickly. “But, ah... I wouldn’t refuse a slice of cloud cake, since you mentioned it.”

The younger princess nodded, but before she could go, Celestia laid a gentle hoof upon on her shoulder. When Luna looked down, her sister’s weariness was replaced by an expression of the utmost concentration and resolve.

“Tuesday,” said Celestia.


“Tuesday morning. Somewhere in Manehattan. That’s all I was able to discover.”

“Have you... Have you notified the appropriate intelligence agencies? Local authorities?”

“That, dear sister, I leave in your good hooves.”

Luna sucked in a sharp breath, feeling the mantle of responsibility on her shoulders. The sisters shared a knowing look. They both knew what was at stake.

“I did stop by the Academy. I notified Sage. He should already be on the way.”

“You... want to start planning the operation tonight? Tia, you’re exhausted! You need to rest!”

“Sage needs to know. There’s nopony more qualified to spearhead this thing than him. And I will not rest as long as my people’s lives are in jeopardy.” Celestia’s firm voice carried all the weight of her crown and then some.

“But Tia—”

“Rainbow Dash deserves the opportunity to meet him, besides. Speaking of which, how is she?”

Luna stared over her sister’s shoulder. “Maybe... you should ask her yourself, sister.”

Now it was Celestia’s turn to suck in a sharp breath. There in the doorway stood Rainbow Dash, leaning against a column, regarding them with a cool expression.

“What’s up.”

Celestia forced a smile, even though the sight of Rainbow standing there conjured a renewed despair deep down in her soul. She knew this moment would come. She had spent the last ten days trying to put the inevitability of it out of her mind. And now that the reunion was finally upon her, she felt her heart ache, for she knew the scant ten foot distance that separated her from her daughter might just as well have stretched to the moon and back again.

She opened her mouth to say something, but nothing came out. Several uncomfortable seconds passed between them in silence. Then—

“I hope my tardiness hasn’t been cause for delay.”

They looked to the door. There, standing behind Rainbow Dash, was an elderly unicorn. With a violet coat, a snow-white beard, and intelligent silver eyes.

“Your Highness. Your Highness,” he said, bowing to Celestia and Luna each in turn.

Rainbow gaped at him. “You!”

With a twinkle in his eye, he turned to Rainbow and bowed again. “Your Highness.”

Noticing her sister at an uncharacteristic loss for words, Luna spoke up. “Rainbow Dash, this is Sage Whitehoof, Headmaster of Princess Celestia’s School for Gifted Unicorns. He’ll be the one overseeing your tutelage here in Canterlot.”


“Tutelage. Um, schooling in the art of magic.”

Rainbow blanched. “School?!”

The old stallion stepped forward. “Pardon me, Princesses, but if I may interject... I am honored to know you deem me worthy of such a noble charge, and I shan’t refuse it if that is your decree. Yet I can think of another purple unicorn who might be better suited to the task.”

“Who—” Celestia began, but then the crux of it dawned on her, and she quickly stopped herself.

She turned the idea over in her head. A familiar face might be more beneficial to her education, she rationalized. And still another thought resounded in the aching hollows of her heart:

It would make her happy.

“Do it,” said Celestia.

“I’ll send the letter first thing upon the morrow,” said Sage with another dip of his head.

Celestia nodded. “Thank you.”

Her eyes wandered back to Rainbow. She bit her lip.

“Sage... I know I requested your presence tonight to deal with a matter of some importance, but I neglected to realize how tired the last week has made me. If you would be so kind as to return tomorrow morning at one o’clock, we can conduct our business then.”

“Certainly. Good evening, Your Majesties.” With three final bows, he whirled and left the room.

Once he had departed and the door clicked shut, Celestia took a deep breath. Her hooves were trembling—Elements, when was the last time anything affected her like this? She’d been a pillar of strength for a millennium, and here she was, shaking like a leaf!

Her fears, her doubts, her apprehensions—She swallowed them all like the bitter pills they were. Forcing an even expression, she looked back at her daughter again.

“Aurora, would you like to... sit with me next to the fire for a while?”

Rainbow raised her brow, her face unreadable. And Celestia’s eyes betrayed a glimmer of hope. Maybe, she thought—Maybe, she would say yes. Maybe, she would—

“Nah, I’m feeling a little tired. Gotta get some sleep, conserve my energy. Since there’s so much to do around here and all.”

Rainbow took off down the hall, not even bothering to close the door behind her. Just like that, she was gone. Again. And Celestia was left to wallow in the sting.

She felt Luna’s eyes on her. Luna’s sympathetic eyes.

Luna’s pitying eyes.

“Leave me now, sister,” Celestia spoke past the lump in her throat. “I need to rest.”

There was a pause.

“Al... Alright, Tia.”

Another pause. She knew Luna was lingering out of love and concern. To make sure everything was okay. That she would be alright. Even though her head was pounding and her heart felt like it was clenched in the jaws of vise.

“Would... Would you still like some vanilla cloud cake?” Luna asked.

“...Maybe just a slice.”

Luna nodded and took her leave. And Celestia was all alone.

There was a flame twisting away in the fireplace. Not a blaze, but a withering flame, ringed with ashes and soft-glowing embers, flickering dangerously in the chimney draft. And no matter how much she yearned for something spirited and warm, there just wasn’t enough kindling there for anything meaningful to grow.

Celestia sighed. She wondered how long she could keep it burning.


Elsewhere, in quaint old Ponyville, one little pony tossed and turned, tossed and turned, kicked at her covers and tossed and turned. Horrors darted before her eyes. Horrors upon horrors upon horrors upon horrors upon...


Running. Running in the dark. Dark shapes. Dark shapes all around.

She writhed and she trembled and she tossed and she turned...

In an ancient castle, surrounded by ruins. Something glowing on the floor. A perfect gemstone. Her friendship. The jewel of her friendship. She reached out to touch it. It floated up into the air. Started spinning. A flash of light.

The jewel was gone. In its place, a lifeless stone sphere. She looked at it. And she cried.

The tears pushed past tight-squeezed eyelids and ran down her cheeks.

Running. Dark shapes. Dark shapes all around. Trapped. Nowhere to run. She tried to anyway.  They caught her. They wouldn’t let her go. She writhed and she trembled...

...and she tossed and she turned...

A glint of silver in the dark. Pain. Horrible, wrenching pain. Coldness. Coldness pouring from her chest into her limbs, filling her veins with ice. Darkness. Darkness pressing in, seeping into her vision, turning the whole world black.

Yet when she looked down, it wasn’t her lying there, motionless, in a pool of red.

...horrors upon horrors upon horrors upon horrors upon...


Those jet black wings. That swirling hair. Nightmare Moon, smirking at her from up on the dais, shedding stars from her indigo mane and filling the room with wicked laughter. She stomped her hoof and the Elements shattered into a thousand pieces.

The night. Would last. Forever.

She scraped her hoof and charged. But when she looked up, searching for those twin icicles in the everywhere-dark, she didn’t see teal-blue dragon eyes looking back at her.

She saw purple ones.

Toss and turn. Toss and turn. Scream for your life and toss and turn.


An earthquake. Black fire. A gash in the sky that split the horizon ‘twain. Four lights shining in the darkness. Then five. Then six. Then they all went out.


Dark shapes. Dark shapes, galloping all around her. A glint of silver. A pool of red. And lying in the pool, covered in the red, was—


...and then she woke up, gasping for breath, drenched with sweat, blinking in the morning light through pinpoint-pupils. Clutching her blanket like it was the only thing in the world that would protect her, because she had never felt more scared in her life.

“A dream,” she choked out. “Just... a dream.”

She hugged herself and slowly rocked back and forth, allowing herself to fall into a stupor until the logical sectors of her brain rebooted.

This was one ghostie she couldn’t bring herself to giggle at. She doubted she ever would.

“TWILIGHT! ARE YOU AWAKE YET?” Spike called up from the ground floor of the library.

“Yes, Spike!” she shouted back immediately out of habit. She cursed herself and shut her eyes, praying he wouldn’t catch the obvious quiver in her voice.


Twilight groaned and rubbed her temples. Probably a note from Princess Celestia chastising her for her lack off friendship reports. Nightmare upon nightmare. What a way to start the morning.

“I’ll be right down!” she yelled. Her voice was a little more even this time.

She dragged herself out of bed, took a minute to brush her hair and teeth, and then descended the stair to the library proper. The scent of eggs and coffee wafted in from the kitchen and made her mouth water. Spike was cooking breakfast.

“The letter’s on the desk!” the young dragon shouted over the hot sizzle of the frying pan.

Twilight’s stomach growled, but her appetite could wait until after she handled business. Blinking through the last bleary remnants of sleep, she crossed the room to where the missive lay upon her writing desk—

—and stopped dead in her tracks.

The parchment didn’t bear Celestia’s trademark red-and-gold seal. Instead, staring back at her, a violet disc stamped with three colored spheres.

The Emblem of the Academy.

She tore into the thing, scarcely able to contain her excitement. She read every word. And when her eyes reached the bottom of the page, she read it again.

And again.

And again.

Then at last, she set the letter back down.

She heard Spike humming to himself in the kitchen, accompanied by the clink of pots and pans and the gush of water from the tap. Quietly, so as not to alert him, she went to the front door and slipped outside. Rounding the base of the massive oak, she stood upon a grassy rise, and with the smallest of frowns, gazed off into the east.

Lost in her thoughts, Twilight Sparkle looked on Canterlot, faraway in the distance.


<< Chapter One Chapter Three >>


by Aldea Donder


A sequel to Mommy Nearest by Fairy Slayer. Please rate and review.

My Little Pony: Friendship is Magic is property of Hasbro, Inc.


Chapter Three

The Shadow Risen

Monday morning was well underway in Lower Canterlot.

The streets were crowded with ponies of all colors, shapes, and sizes. Ponies pushing past one another in throngs, scurrying and scrambling, trampling over the best efforts of a dozen generations of urban planners. Rising above it all, the booming pulse of the city—street vendors barking out prices, news colts shouting headlines from the latest edition of the Canterlot Gazette, and the creak-and-clatter of wagons, wagons, wagons.

The city was packed with them. The traffic jam stretched for miles, up and down the avenues and out the city gates, winding a course along the mountain path to the countryside below. The inbound convoy inched its way toward the city square, piled high with goods for market, while the outbound kept pace out of town. If boredom had a face, it belonged to the stallions who were stuck pulling them.

All the while, the townsfolk squeezed and jaywalked amongst them, filling every lick of available space. Ponies going about their daily jobs, running their errands, tending their shops. Ponies on the way to work, to school, to the bakeries and markets to buy food for their families.

Grim Gull was one such pony, traipsing her way through the vendor stalls in Atlas Plaza, her lone coal-black eye darting shrewdly back and forth, looking for lunch.

Looking for a patsy.

The onset of years had not been kind to her. Shriveled and gray and thin to the point of emaciation, she seemed liable to blow away with the slightest gust. The townsfolk tended to shy away from her, but to hell with ‘em—if age and infirmity helped her leverage the merchants for a better price, then so much the better.

Speaking of which, here was her mark. A produce merchant. One of those hoity-toity monocled gits from up on the hill, posh and unsympathetic. He would do nicely.

She lowered the cowl of her long, black cloak so he could glimpse her face. The wispy gray strands dangling off her head, like spiderwebs. The eyepatch in all its cycloptic glory. Then she opened with a grin, wide and toothless. “How much for a bushel of apples, dearie?”

The merchant took one look at her and flinched. “Eighteen bits.”

“EIGHTEEN BITS!” she yelled, drawing looks from the nearby crowd. “CELESTIA ABOVE! Where do you get off charging EIGHTEEN BITS for ONE BUSHEL? In my day, we had a word for that—HIGHWAY ROBBERY! Mercy me! Don’t you know we got KIDS TO FEED?”

Right on cue, a little yellow filly slinked through the old mare’s legs and put her hooves up on the counter. “Gramma, is it time to eat yet?”

“No, child, but don’t you worry your little head. Your grandmother’s working it out with the nasty old salespony right now.” She gave the filly a quick pat before turning her smoldering eye back to the merchant. “See there? My granddaughter’s hungry. Are you going to tell her she can’t eat today over a measly eighteen bits? For SHAME, sir! For SHAME!”

“Now, wait just a minute—”

“SEE HERE, sir! I don’t know what kind of SLEAZY OPERATION you think you’re running or what sort of ROBBER BARON you think you are, but EIGHTEEN BITS for ONE BUSHEL is just madness! Like I said, we got kids to feed! Have you no SCRUPLES, sir? Have you no DECENCY? Mercy me, what is this world coming to?”

“Look, lady, I’ve got kids to feed, too!”

“Oh, so YOUR kids are more important than OUR kids? Is that what you’re saying?”

And the quarrel went on.

Meanwhile, high on the northern bluff sat the clock tower, majestic and proud. Its tall marble walls and trimmings of silver and white gold marked it among the grandest structures in the city. As the sun neared its zenith in the azure blue sky, it caught the light and shined like a pearl, a brilliant counterpoint to Castle Canterlot on the southern rise.

The minute hand joined its partner at the twelve. It was high noon.

Then the gears came to life, shaking off the dust of the last hour. The mechanism whirred and clicked. The hammer pulled back on the great bronze bell. And finally—




The toll of the bell rose above the street noise. Above the shuffling of hooves and the click-clack of wagon wheels as they skipped across the cobblestones. Above the birdsong. Above the breeze.

But not above Grim Gull’s screeching tirade. The one-eyed mare was relentless, and she was drawing quite a crowd.

“Is he really charging that much for a bushel of apples?”

“There’s no way a pony in her condition can afford to pay so much.”

“She’s got a filly to feed, too!”


The aforementioned filly was quickly becoming bored with today’s episode of merchant harassment. Shakedowns, her gramma called them. Every day, it was more of the same. Put your hooves on the countertop, make a pitiful face, and whine about how hungry you are. Then sit back and wait for the extortion ship to come in. Boooooring.

With a heavy sigh, she cast her gaze to the horizon.




“Gramma! Gramma!”

Annoyance flashed on Grim Gull’s face. “What do you want, Sunrise?”

“There’s a pony up there!” the filly exclaimed.

“Up where, child?”

The filly pointed off into the distance. “There! In the sky!”

“Don’t be silly, Sunrise. Pegasi fly around in the sky all the time.”

“Yeah, but she’s really fast, and she’s got a horn! I’ve never seen—”

“Hush now, child. I’m doing business.” She gave the filly a scoot, then turned back to her quarry. “Now then, AS I was saying…”




“Look, you old cyclops. You win, okay? I’m bleeding customers here.”

Grim Gull pursed her lips. “How much for the bushel, then?”

“I can come down… a little. Best I can do is fourteen.”


“TEN! TEN! Just take the apples and get away from my stall!”

Grim Gull smirked. She levitated the coins onto the countertop, then magically hoisted a bushel. “Thank you for your patronage. I’ll be sure to tell my friends what a pushover you are.”

The merchant muttered a few choice words under his breath.

Grim Gull beamed down at Sunrise. “Now, what were you saying?”






SOUND! COLOR! The heavens exploded in a million hues, and ponies everywhere screamed! Grim Gull swept her granddaughter underneath her cloak and ducked behind the fruit cart, spilling her hard-purchased apples all across the avenue. She cursed. “What in the blazes—?”

Sunrise wriggled out from her gramma’s protective grasp, eyes filled with wonder. “Look!”

Grim Gull followed the filly’s gaze—and gasped.

There was an alicorn, the color of the sky, cruising along with the full visible light spectrum at her back and a daredevil grin on her face. She extended her forehooves and fell into a dive, plunging faster and faster, down, down, down! Then…



As the sky shattered into a myriad of reds, greens, blues, and every other color imaginable, the shock wave from the first sonic rainboom rippled outward and merged with the second, creating a kaleidoscopic firestorm right above the rooftops! The earthbound denizens of Lower Canterlot looked on the sky in awe.

The alicorn blasted out of the heart of the aurora, threading her way through an obstacle course of chimneys and spires before doing three laps around the clock tower and shooting back into the sky, a blazing band of color following her all the way.

A band of color… and about fifty members of the Royal Guard.




Rainbow felt ALIVE.

THIS was what she was made for. THIS. Soaring the sky, racing the wind, being completely and totally AWESOME. How had she managed to go four whole days without THIS?

A DOUBLE RAINBOOM. And she pulled it off like it was nothing!

She could TASTE the adrenaline. Her wings hurt, but it was the good kind of hurt. The kind of hurt that comes from breaking your limits. Her lungs were on fire and her face was covered with sweat, but otherwise, she felt GREAT. She could probably even pull off a third sonic rainboom.

Her face twisted into a manic grin.

A third sonic rainboom.

It was INSANE! She’d never dreamed of doing three in a row before! But the idea was intoxicating. There was no stopping her now. She had to do it. She had to try.

She twitched her primaries. “Wonderbolts, here I come!”


Rainbow glanced over her shoulder in mild surprise.

Huh. She’d planned on having another minute and a half before the peanut gallery showed up. Guess they were really on the ball today.

There was a swarm of angry pegasi behind her, but she only had eyes for one of them. A familiar white stallion in radical golden armor, flying at the head of the pack.

“Well, look who it is! Captain Jerkwad, right?”

She twisted around in mid-air so she was flying backwards, casually crossing her legs and folding her arms behind her head. All the while, she maintained forward velocity, staying just out of Tristar’s reach.

Captain Tristar growled and flapped twice as hard. He was rewarded with a burst of speed, but Rainbow just opened her wings and caught the air, drifting lazily up and away.

“Nice day for flying, isn’t it?”


“Why? So your goons can pounce and drag me back to that stuffy old castle? Hmm, lemme think.” She tapped her chin thoughtfully. “Nah.”


“Listen, pal, I’m Rainbow Dash! The fastest, coolest, most awesomest pony in Equestria! Nopony orders me around. Least of all you.” Her brow furrowed. “Come to think of it, I’m, like, the Third Princess or something. Shouldn’t I be the one giving you orders?”


“Sheesh. You don’t gotta be so dramatic about it. A simple ‘yes’ or ‘no’ would be fine.”


“Like I said, buddy, I don’t take orders well. That’s why they despised me back in flight school.”

Rainbow flipped back around and spread her forehooves out in front of her. She glanced back at Tristar with a sly wink. “I showed them in the end, though, didn’t I?”

Tristar lunged, but she zipped away before he could catch her, pitching herself down into another one of her trademark Rainbow Dash death spirals. The streets, lawns, and rooftops of Lower Canterlot zoomed up at her, blurring together into a mishmash of green and white. Then the world somersaulted back into focus as she dived into the narrow ravine between two rows of buildings and leveled out, skirting above the teeming, wagon-clogged throng, a funnel cloud of pegasi hot on her hooves.

The air whistled in her ears as she swooped through the monumental archways, corkscrewed up one gleaming white spire and down the next, blitzed under bridges with zero regard for their perilous narrows. She took ninety degree turns at a hundred miles per hour, crowing with insane, tear-stroked laughter at the onslaught of lateral g’s. Celestia, how she’d missed this!

Down the length of Sun Street, then circle back along the roundabout and head back up it again. Hang a left onto Phoenix Road, then left again into the Manor District, rolling out of the way of balcony after balcony.

She emerged onto the wide expanse of Atlas Plaza, buzzing right over the canopied market. The guards spilled out behind her, chasing her past statues and fountains and vendor stalls. Past one vendor stall, in particular, where Grim Gull and her granddaughter looked on in amazement.

An enormous grin spread across Sunset’s face. “She’s incredible!”

The Royal Guard fanned out to block all avenues of escape. Rainbow sneered and doubled back into the Manor District, but there was Tristar with five of his henchmen. He vaulted at her, and she narrowly managed to slip away—but now the guards were pouring into the street, cutting off all hope of retreat. She scanned the area wildly—

There! An open window! She made a break for it.

Prince Blueblood was just sitting down to a prim and proper lunch when a chromatic blur blasted through the window and out into the hall, upending his dining room table, spilling his oh-so-cultured entrée of kelp salad and milkweed simply everywhere.

He was even more bewildered when a legion of angry guards piled in after her, topping his most exquisite furniture, trampling his finest china, dislodging priceless works of art from the walls with their thunderous hooves. The fearless prince hid under a tablecloth until the sound and fury had passed, only then peeking out to gander at the trail of carnage, which extended from one side of his house to the other, ending abruptly at the window of his newly-demolished bedroom.

Blueblood gaped in horror. “Good heavens!”

The window opened onto the azure sky. Rainbow smirked. With the guards bottlenecked back in that house, she was home free.

She tucked back her wings and dived, skimming along the gables of a white marble compound, zigzagging past parapet after parapet, pinnacle after pinnacle. At the end of the rooftop, the building took a two hundred foot vertical plunge to the grounds below, where ponies young and old were milling about.

Rainbow’s grin stretched from ear to ear. “Time for a victory lap!”

She swooped down and circled the base of the edifice, knocking over at least one bearded old codger in a flurry of papers. As she flew past the massive set of oaken doors that marked the West Front of the building, the sunlight flashed upon a little golden plaque, highlighting its engraved lettering, although she was traveling far too fast to read it:








A.D. 142


High above, at the top of the tallest tower, a pair of intelligent silver eyes looked down upon the school and the rainbow-hued blur zooming a circuit around it. Sage Whitehoof smiled. Then, with a quick glance at the face of the old grandfather clock ticking away in the corner of his office, he turned away from the window and disappeared in a flash of light.

Rainbow was nearing the end of her third lap when Tristar came at her like a bolt out of the blue, flanked by a dozen other pegasi, with the entirety of the Royal Guard’s aerial regiment bringing up the rear. She dodged easily and resumed her arms-behind-head posture.

“What’s up, Cap’n? Thought I lost you back there.”

An enormous vein bulged in Tristar’s forehead just below the lower rim of his centurion helmet. He grit his teeth, red in the face. “YOU’RE A MENACE TO SOCIETY!”

Rainbow pondered that for a moment. “Yeah, they told me that back in flight school too.”


“Sure thing, buddy. I’ll go quietly. No problem!”

With that, Rainbow blasted off into the sky again, leaving Tristar and the rest of the guards in her dust. She shot them an wicked grin. “But you gotta catch me first!”

Tristar cursed and took off after her.                                                                        

Not even the roar of the wind could out-decibel Rainbow’s maniacal laughter as caught the warm air currents under her wings, riding high on thermals and adrenaline. Enough city-slicking! It was time to show these clowns what speed really was.

She set her sights on the western horizon, adjusting her yaw to take her out over the Equestrian countryside. If these morons had a hard time keeping up with her on the streets, just wait until they got a load of what she was capable of out in the open.

But as Rainbow flew, she caught sight of something strange out of the corner of her eye, which promptly captured her attention. Off in the distance, yet coming up fast on her left. A purple dot, floating in midair.

No, not a purple dot. A purple hot air balloon.

A very familiar purple hot air balloon with a very familiar purple unicorn riding in the basket.

Rainbow slammed on the brakes, skidding to a halt. “Twilight! What are you doing here?”

“Rainbow! What—”

“Unidentified flying object is within range of the Princess!”


Rainbow’s eyes went wide. “Oh, crap!”

She barely had time to duck out of the way before a javelin of pegasi pierced the balloon and blew out the other side. Another seven or eight squadrons followed their lead, zeroing in on the huge purple target and rupturing it from every angle.

Hot air spewed from the puncture points in squealing geysers. As the aircraft began plummeting to the earth thousands of feet below, Twilight rushed to the side of the basket and looked up at her friend with white-faced fear. “RAINBOOOOOW!”

“Hold on, Twilight! I’m comin’!”

Rainbow tucked her wings and dived after the flagging balloon, her face stone-set with determination, but before she could clear a hundred yards, Captain Tristar swooped out in front of her.

“NOT SO FAST!” he yelled.

Rainbow growled and propelled herself forward. “Outta my WAY!”

She barreled into Tristar before he could react, catching him with the brunt of her mach cone, sending him head-over-hooves into a crowd of guards. He knocked them over like bowling pins.

It didn’t deter him for long. Seconds later, he righted himself and set off in pursuit again.

The balloon went down like a ship caught in a vortex, swirling ‘round and ‘round on its perilous descent, whipping Twilight like a ragdoll until at last, it spat her clean over the side. She grabbed ahold of a flailing sack of ballast and held on for dear life.

The earth and the sky rapidly traded places in her field of vision, the balloon spinning out of control, picking up speed under the propulsion of so many squealing jets, and she racked her brain trying to think of a spell to save herself, too terrified to really be aware of the pressure building in her ears, or the icy pinpricks of wind against her body, or the hugeness of the ground as she fell and fell, the blue foothills rising all around—

Then she felt a pair of hooves hook underneath her arms and lift her up. The balloon fell away, a great purple blob writhing in its death throes as it careened toward the forest below, disappearing down and back and out of sight.

Twilight looked up and saw the violet-green tips of Rainbow’s mane lash against her back, her jaw clenched tight in concentration as a silvery cone of air narrowed around her. “Rainbow! Thank Celestia! I thought I was done for!”

“Twilight,” Rainbow choked out. “Fancy seeing you here.”

“Well, I wasn’t planning on—AHHHH!” Twilight shrieked as Rainbow suddenly dodged to the right, and an armored pegasus shot past them.

“GIVE UP! YOU CAN’T ESCAPE!” Tristar screamed.

Rainbow’s face screwed up with annoyance. “Hey Twilight.”


“Do you know a spell to conjure up a pair of ear plugs?”

Twilight looked startled. “No. Why?”

“Oh well. Might want to hang on. And cover your ears anyway.”

Twilight’s eyes went wide. “What do you—”

Rainbow launched into another aerial nosedive and the whole world went vertical, the treetops rushing up to meet her like coniferous spears, Twilight’s lips pulled taut against her cheeks as she kicked and screamed and held on for dear life. “RAAAAAINBOOOOOOOOOO—”




The explosion made playthings out of the guards, lifting them up and tossing them around, scattering them far and wide across the sky. By the time Tristar and his men got their bearings, Rainbow and Twilight were already long gone, sailing back toward the mountain on a beam of light.

Rainbow’s psychotic laughter echoed through the valley. Twilight, on the other hoof, was not as enthusiastic about their situation.




“A TRIPLE RAINBOOM!” Rainbow whooped. “I AM SO COOOOOL!”

They orbited the mountain twice before Rainbow finally ran out the mileage on her sonic rainboom and began to decelerate. She swooped in for a perfect three point landing on a rather unremarkable cliff, bleeding a prismatic trail of light behind her. It wasn’t Canterlot, but Twilight was grateful just have solid earth beneath her hooves again. The second they landed, she collapsed to the ground and hugged the gravelly soil.

“THANK CELESTIA!” I thought we were going to die!”

“Oh, come on, Twi! I totally had your back the whole time!” Rainbow said, cracking her neck from side to side. “You really think I’d let you fall? That would make me, like the most un-awesome pony ever!”

“UN-AWESOME ISN’T A WORD! And there isn’t anything ‘AWESOME’ about this!” Twilight yelled, rounding on her winged friend. With a lump in her throat, she approached the edge of the cliff and looked down over the valley, wincing at the sight of a purple wreckage impaled upon some trees in the distance. She moaned. “My balloon is ruined!”

Rainbow shrugged. “You can fix it, right?”

“No! I can’t fix it! It’s destroyed! There’s no way I’ll ever  be able to—”

“Hey, I hate to interrupt, but we’ve got more important things on our plate,” said Dash. She indicated to the nearby rainbow, which shot off the ledge and curled around the mountain—an unsurreptitious byproduct of her rainboom. “There ain’t no pot of gold at the end of this thing, y’know. Those guards are gonna come after us, and they’ve got one heck of a trail of breadcrumbs to follow.”

Twilight blinked. “Right… The guards… I forgot.”

“There’s a secret door here somewhere,” said Rainbow as she walked along the mountainside, tracing the various stones and crevices with her hoof. “It’s made to look exactly like the rest of the mountain. I’m guessing it’s magic, because they had a unicorn with ‘em when they ‘escorted’ me into the castle this way a week ago…”

She stopped in front of a familiar boulder. A smirk crossed her face.

“Here it is!” she called out over her shoulder. “Open it up, Twi!”

Rainbow’s smirk widened to a sly grin. With Twilight on the job, they were practically home free. No way was some rock gonna stand between them and escape. Any second now, she would do some crazy magic stuff, the boulder would roll aside, and they would make their super awesome getaway through the underground.

Aaaaany second now.

Rainbow tapped her hoof. “Yo, Twilight, what’s the deal?”

She turned around to chide her friend, but a narrow-eyed glare from the unicorn stopped her dead in her tracks.

“Why were the guards chasing you in the first place?” Twilight asked.

Rainbow bristled. “Because they’re a bunch of jerks, that’s why!”

What did you do, Rainbow?”

“Nothing! I just went out for a mid-morning flight, that’s all! And, um, I might have implied some less-than-flattering things about the Captain of the Royal Guard’s mother… But that’s beside the point! Look, this door isn’t gonna open by itself, so give it the open sesame, already!”

Twilight heaved an exasperated sigh. Lowering her horn to the stone, she began to probe the complex weave of mana which wrapped around the hidden door, pulling ever-so-lightly on the mystical threads in a slow, cautious attempt to unwind them.

“How long’s this gonna take, Twi?”


“But those pegasi are gonna be here any minute!”

“Quiet! I’m doing my best!”

The spellwork fabric rippled in the arcane wind, a million silver-gold tendrils of light arrayed against a velvet backdrop. Twilight worked her way through the folds, straightening the weave here and there, searching for a hole, a fray, an opening of any kind.

It was then that the guards appeared along a distant ridge, cascading over the lip of the mountain in a constant, gushing stream, their dazzling armor reflecting a brilliant golden shine even from a mile away. Rainbow took an automatic step back. “Twilight…”

“I can’t get it! There’s a locking enchantment! If we were on the other side of the door, I might be able to do something with it, but the magic is designed to be impervious from outside!”

Still they came, five and seven and ten at a time, surging from beyond the peak and following the rainbow trail. Rainbow eyed the approaching horde with apprehension, ticking down a silent countdown in her head.

Forty-five seconds out… Forty... Thirty-five…


The urgency in Rainbow’s voice struck an ominous tone in Twilight’s mind, and she redoubled her efforts, even though deep down she knew it was in vain, that her attempts to unravel the spell were as pointless and ineffectual as ocean waves crashing ashore, dashing themselves over and over again upon the rocks. In her haste, she made a mistake, she hit upon the wrong thread and felt something go twang in her mind.

She stared straight ahead in horror. “Oh no.”

“What? What is it? What’s wrong?” asked Rainbow.

“I… I tripped a ward.”

Rainbow glanced rapidly back and forth between her somber friend and the guards, who were a quarter mile away now, twenty seconds out and fast closing in. “What the hay does that mean?”

“An alarm. I tripped an alarm,” Twilight groaned. “That means that if there’s anypony guarding the other side of this door, they’ve been—”

Their ears were assaulted by the grinding scrape of stone against the granite cliff, and they looked back in time to see the boulder slide out of the way. Four huge, hulking unicorns stood shoulder-to-shoulder in the newly-revealed tunnel.

“—alerted,” Twilight finished with a wince.

One of the unicorns stepped forth. “Halt! Who trespasses?”

“Nopony! Nopony at all!” said Rainbow, backing away. “We were just, uh, out for a picnic, me and my pal here, out here on this nice, scenic cliff, and, we, uh…”

“And then I saw this incredible boulder of yours!” Twilight chimed in. “We were just packing up to leave when I spotted it out of the corner of my eye. I decided to bring it back home for my rock collection.”

Rainbow’s face lit up. “Yeah! For her rock collection! Twilight here is all about her rock collection. She loves it. Can’t get enough of it. Actually, I’m a pretty big rock fan myself. You know, Aerosteed, Van Haylen—”

Twilight facehoofed.

“—so you see fellas, this is really just one big misunderstanding. Hey, no harm done though, right? We’ll just be on our way…“

“SEIZE THEM!” Tristar screamed, swooping down from above with a hundred guards at his back. “SEIZE THEM NOW!”

The pegasi had arrived at last. They rained down like a hail of spears, and all Rainbow could do was stare up at them, aghast, her back against the edge of the cliff, as every single guard she’d left reeling in the wake of her rainboom came descending on her all at once, while from out of the tunnel, the four unicorns came a-charging, kicking up clouds of dust with their massive hooves.

Twilight edged away, inches from the drop-off. Her mind went blank.

Before she even knew what she was doing, she grabbed her friend by the shoulder and squeezed her eyes shut. In a flash of light, Twilight and Rainbow disappeared right out from under Tristar’s grasp—

—and reappeared in the yawning maw of tunnel.

The lavender unicorn stumbled about in a daze. “Did I… teleport?”

“CLOSE THE DOOR!” Rainbow yelled. “CLOSE IT! CLOSE IT!”

Sweat beaded on Twilight’s forehead as she shut her eyes again.

On the ledge outside, a rabble of guards were looking around in utter confusion, searching high and low, when unbeknownst to them, a scarlet aura gripped the boulder and dragged it back to its proper home in front of the tunnel. Tristar was the only one to notice. In a wide-eyed panic, he ran to the secret door, reaching out at them in vain.


The rumble-thud of the boulder as it fell in place punctuated Tristar’s remark with an abrupt note of finality.

And then Rainbow and Twilight were all alone in the dark tunnel.

Twilight breathed heavily. “We… We should be safe now. I added my own personal locking enchantment to the door. There’s no way they’ll be able to open it. Not from that side, anyway.”

Rainbow slumped against the wall, suddenly feeling the aftermath of the chase in every muscle and feather of her body. “Awesome.”

“Where… Where are we, Rainbow?”

“In the Warrens. At least, that’s what Luna called ‘em,” said Rainbow. Her eyes strained to pierce the ubiquitous gloom, but to no avail. “Bunch of sorry looking tunnels dug out of the mountain. Supposedly been here for a thousand years. I dunno. I’m no good at describing stuff like this. It would be easier if there were lights—”

Wall-to-wall torches blazed to life at the mention of the word, casting the duo in an infernal red glow.

“Cool! So it’s like a clapper or something,” Rainbow realized. “Lights.”

The torches went off.


The torches came on.


The torches went off.


“DASH! Enough!” Twilight yelled. “Lights!”

The torches came on for the last time.

“C’mon, Twi, not so loud! My head’s pounding enough already!”

“Yeah, well, the strobe light was giving me a headache,” said Twilight. She peered around the dusty tunnel in distaste. “…Where did you say we were again? This doesn’t look like anyplace I’ve ever been before.”

“Look, all I know is these tunnels go all through the mountain. There are hundreds of them. Thousands, maybe. It’s like a ginormous ant hill or something. When they brought me in from Ponyville, Luna led me down a hallway that went straight to a secret door in Celestia’s office.”

Twilight looked perplexed. “I practically grew up at the castle. I spent more time there as a filly under Princess Celestia’s tutelage than half the members of the Royal Guard… But I never heard or read anything about this subterranean network.”

“Subterrane-what? Oh boy, here comes that headache again…”

“Come on. We should get going,” Twilight said, biting down on her lip to keep from expressing the full magnitude of her annoyance. “If we’re to have any chance of getting out of here, you’ll have to lead the way.”

“Do I have to?” Rainbow groaned.

Twilight fixed her with a lidded stare. “You know the way and I don’t. It doesn’t get much more cut and dry than that.”

Rainbow sighed and climbed to her hooves. “Okay, whatever.”

With that, the two of them embarked down the shadowy passage, the little alicorn navigating the winding corridor with all its twists and turns while the unicorn fell into an easy step beside her.

“How are things back in Ponyville?” Rainbow asked at length.

“Pretty normal. Pinkie Pie blew up Sugarcube Corner.”

“She what?

“Yeah, it just happened Friday. Apparently she was trying to perfect a new cupcake recipe. She was looking for something with some extra zip, so she decided to add some nitroglycerine to the batch.”

Rainbow rolled her eyes. “Yep. That sounds like Pinkie Pie, alright.”

“It wasn’t actually her fault… Well, I guess it still pretty much was, but she wasn’t the one who set off the explosion. She invited Applebloom to help her bake, but then Scootaloo showed up, and the two of them got into a food fight…”

A smile cracked Rainbow’s stony façade. “And that sounds like Scoot. Heh. Leave it to Ponyville’s new awesomest pony to blow something up her first week on the job.”

“Thankfully, nopony was hurt. The Cakes aren’t too happy though.”

“Yeah, I’ll bet!” Rainbow laughed. “So where was the third Cutie Mark Crusader while all of this was going down?”

“Sweetie Belle? She’s with her mom and dad. They’re off vacationing somewhere. Believe it or not, her parents actually brought her with them this time instead of imposing on Rarity.”

“I’m sure Rarity was thrilled about that.”

Twilight smiled. “Actually, I think she misses having her around. She keeps dragging herself around Ponyville, complaining how she’s ‘lost her dear, sweet sister, and her inspiration with it.’”

Rainbow raised a dramatic hoof to her brow and did her best Rarity impression, “Oh, Sweetie Belle! Dear, sweet Sweetie Belle! How my heart pines for your company! Of all the worst things that could happen—”

“—this is the worst! Possible! Thing!” Twilight and Rainbow finished the sentence together. They broke into a fit of laughter.

“Yeah, that’s pretty much exactly what it’s been like,” said Twilight.

Rainbow snickered. “Hey, how’s your weather been?”

“Warm and sunny. Why?”

“You, uh, haven’t had any natural disasters since I left? Earthquakes?  Blizzards? Wildfires? Meteors? Famine? Rogue waves?”

The unicorn scratched her head. “Not that I can remember.”

Rainbow’s expression danced between relief and annoyance. “Hmm.”

The silence that followed went unbroken for half a minute. Twilight turned her attention back to their surroundings, examining the primitive glyphs engraved into the walls at every side passage they walked by. She surveyed these offshoot tunnels with interest, but there wasn’t much to see. The corridors faded into a narrow darkness, swallowed down into the bowels of the mountain.

“This place really is ancient,” she murmured. “There isn’t any artistry or artisanship in any of it. Not like there is in the rest of Canterlot. In fact, these excavations probably predate Canterlot by quite some time.”

“Yeah, whatever,” Rainbow replied, bored.

“I recognize the inscriptions on some of these side chambers. They’re dates. But they don’t appear to use the modern format. The years etched on this slab refer to the previous age—see? That puts the construction of these tunnels before the War of Night Eternal. Probably back around the time of the Migrations.”

“Why would anypony write a bunch of dates all over the walls?”

The unicorn paused. “I’m not sure, but I think they’re dates of death.”

“Oh, jeeze,” Rainbow said, suppressing a shudder. “Hey, Twi, do me a favor, will ya? If you see any skeletons lying around with coins over their eyes, don’t tell me. I don’t want to know about it.”

Twilight paled. “There are ponies entombed down here? These aren’t just tunnels, then. They’re catacombs. That’s… really creepy.”

“Yeah, I know! I said the same thing to Luna, and she laughed at me!”

Twilight was by no means a superstitious pony, but she found herself inching closer to Rainbow Dash nonetheless. The darkness that wrapped around them seemed suddenly palpable; the silence, save for the click of their hooves against the rough-hewn stone floor, an ominous threat. And as they crept through the maze, she was all too aware of how completely alone they were, wandering in a black abyss with a million tons of rock and dirt suspended above them.

“So… how much farther do we have to go?” she asked. She attempted to conceal the nervousness in her voice—with measured success.

Rainbow grimaced. “Erm. About that…”


“I… uh… sorta forgot which way to go. I got lost five minutes ago.”

“You what?” Twilight’s voice cut like the edge of a knife.

“Hey! Don’t blame me! It’s dark, and all these tunnels look the same!”

Twilight bit down on the urge to slam her head against the wall. “You could’ve said something before! How are we going to find our way out of here? These passages could run for miles!”

“What is this, Everypony Pick On Dash Day or something?”

“When you claim to know the way to a secret door in Princess Celestia’s office, and then you get us lost, I’d say you have it coming!”

“I didn’t claim to know anything! You’re the one who told me to lead the way, remember? Look, I’m doing the best I can here! I’m a pegasus by birth, if you haven’t already forgotten. Creepy underground ‘excavations’ aren’t exactly my scene.”

“Doing the best you can?” Twilight repeated incredulously. “Rainbow, you’re the one who got us into this mess in the first place!”

“Hey, I saved you from the guards!”

“After they destroyed my hot air balloon!”

“How was I s’posed to know they were gonna make Swiss cheese out of your balloon, huh? And anyway, who was there to make the awesome, death-defying catch when you fell? I was.” Rainbow folded her arms and looked cross. “Still haven’t heard a ‘thank you’ for that, by the way.”

“Thank you? FOR WHAT? I would be safe and sound on the ground in Canterlot right now if you hadn’t baited the guards! Honestly, Rainbow, you’re so irresponsible! What did you think would come from harassing them right next to my balloon?”

“Speaking of harassment, have you looked in a mirror lately?” asked Rainbow Dash, skewering Twilight with a pointed glare. “Look, I’m real sorry about your property getting destroyed, okay? I’m sorry you’re not in Canterlot right now, and I’m sorry you’re stuck in this cave with me, and I’m sorry I’m not perfect like you. Happy?”

Twilight had about three or four retorts just waiting in the wings, but Rainbow’s sudden abdication of the argument put her off-balance. “I—”

“Let’s just keep going, okay? These caves have gotta end somewhere, and somewhere sounds a whole lot better to me than here. We’ll stay on a straight path. Have a little faith in me, huh?”

They pressed on through the solemn darkness. Minutes passed with nary a word between them, and Twilight felt all the fire drain out of her,  leaving her tired and doused. She followed along in Rainbow’s wake and listened to the steady beat of her hoofsteps, largely drowned out by the silence ringing in her own ears.

Her conscience gnawed at her until at last, she breached the wall that had grown between them and picked the conversation back up. “I—I’m sorry, Rainbow. You’re right. Arguing isn’t going to get us out of here any faster. I guess the stress must be getting to me… I shouldn’t have been so vituperative with you.”

“Vi-tooper-what? Man, sometimes I think you make these words up.”

“Vituperative. You know. Mean. Angry. Belligerent.”

Rainbow’s lips pulled back into a half-smile. “Egghead.”

“Having a good vocabulary does not make me an egghead!”

“Whatever you say,” Rainbow laughed, shaking her head. “I really am sorry about dragging you into this whole thing, though. I promise I’ll get us out of here. Not exactly sure how yet, but I will.”

“Oh yeah?”

“Yeah. Junior Speed Scout’s honor.”

Twilight rolled her eyes. “Well, now I’m reassured.”

“Y’know, you haven’t mentioned yet what you were doing out in that hot air balloon in the first place,” Rainbow pointed out. “It’s not like you to make a trip to Canterlot out of the blue.”

“I’m… not exactly sure, myself. Yesterday morning, Spike received an important-looking letter sent under the name of the Academy. It wasn’t forthcoming about the details, but it requested my presence in Canterlot as soon as possible.”

“Cool! You went to school there, right? At the Academy, I mean.”

Twilight nodded. “Yes. I graduated a few years ago.”

“Well, maybe it’s a class reunion! I remember when my flight school had its one-year. Gilda and I totally crashed that thing.”

“I don’t think so. The letter was pretty blunt. ‘Miss Twilight Sparkle, your honored presence is requested in the court of Her Majesty, Princess Celestia, at your earliest convenience, but no later than such-and-such a date. Please make all appropriate arrangements to ensure your safe and timely arrival.’”

“Weird. Maybe it’s a surprise class reunion?”

“Unless they put Pinkie Pie in charge of alumni get-togethers, I highly doubt that,” Twilight chuckled. “As a matter of fact, I don’t think they do any class reunions whatsoev…er? …Rainbow? What are you doing?”

Rainbow had stopped walking. She stood motionless, her head tilted ever-so-slightly, with a quizzical expression on her face.

Twilight gave her a puzzled look. “Rainbow? What are you—”

“Shh!” Rainbow clamped a hoof over Twilight’s mouth.

Only then, in the tomblike silence, did she hear it—from beyond the wall, the muffled sounds of voices holding a conversation. Twilight’s eyes swept across the dirt-caked stone. Then they lit up.

“Mmmmpf! Mmmmpf!”

Rainbow removed her hoof from Twilight’s muzzle. “What?”

“Look over there!” said Twilight. “There’s a chink in the wall!”

Sure enough, there was. A pair of eye-like holes had been filed out of the stone, and a pallid light seeped through from the chamber on the far side. Twilight and Rainbow shared a knowing look before skulking over to the secret lookout.

Rainbow didn’t waste any time. She immediately peered through.

“What are you doing?” whispered Twilight. “They might see you!”

“Look! It’s Celestia!”

That was all it took for Twilight to throw caution to the wind and put her own eye right up to the remaining hole. Her heart yammered away in her chest like an engine possessed.

On the other side of the wall was Castle Canterlot. Which room of the castle, she couldn’t say; the shadowy cobblestone expanse more closely resembled a dungeon than any of the opulent quarters she had inhabited under Celestia’s tutelage. But she recognized it from the banners which adorned the walls, and from the royal crests hanging prominently.

And there, seated at the head of a grand table, was the Princess. Even through the tiny cleft in the rock, she struck an imposing figure, her hair billowing majestically in defiance of the still, earthen air.  But something wasn’t right, Twilight realized. She could see it in the way her shoulders seemed to slump, and how her crown waned low upon her forehead, dull and lusterless.

“Hey! It’s that guy! Sage what’s-his-name!” Rainbow whispered.

Twilight’s eyes doubled in size at the sight of the silver-haired purple unicorn sitting on Celestia’s right. She sucked in her breath. “That’s Sage Whitehoof! My old headmaster!”

Five other figures also occupied seats around the table, though in the dim incandescence of the wrought-iron chandelier which dangled above, they looked more like carved totems than ponies, with bodies inanimate and faces grim and shadow-lit. Twilight didn’t recognize a single one of them. Nor did she know them by their voices, though their conversation carried through the cracks and reached her in subdued tones:

“…have the full cooperation of the Manehattan Police Department in this matter. Our officers will take all necessary action to avert a crisis, no matter how… vague… it is.”

“Your agency’s cooperation is appreciated, Commissioner,” said Sage, acknowledging the other pony with a friendly smile. He gestured broadly to the others at the table. “As is the cooperation of everypony here today. When a manticore threatens, the best cage is a combined resolve.”

Celestia nodded. “The Crown thanks you all for your assistance.”

“I only wish we knew where this manticore is going to strike,” spoke a new voice. “Princess Celestia, we’ve examined the information you’ve provided us with a magnifying glass, and while we certainly can’t dispute its authenticity, our apprehensions would be allayed if you could inform us as to the whereabouts. The specifics are all a bit hazy—”

“Like spearing fish through muddy waters,” another pony muttered.

“—and even if the whereabouts are beyond our reckoning, there are still measures we can implement to serve the public safety. I’ve talked at length with Mayor Fairmane, and she would feel comfortable going along with this if there were some kind of advisory—”

Sage raised his hoof, and the room fell quiet. “It saddens me to report their stratagem is rather more cunning than that. The Griffin Kingdom is not the most hospitable place for ponies, as you know, and in spite of the considerable efforts of our operative, she was unable to secure anything more comprehensive than what we’ve told you.”

“Mayor Fairmane will have our utmost gratitude if she doesn’t reveal this information to the public or the press,” said Celestia. “Princess Luna and I share her concern for the people of Manehattan. Not a day goes by where the lives and livelihoods of our subjects are not in our hearts. But it is our opinion that the issuance of a vague warning—good-intentioned though it may be—would only incite mass panic and tip our hand.”

Rainbow gave Twilight an odd look. “What are they talking about?”

Twilight just frowned and didn’t reply.

Celestia continued, “Since I returned from the Kingdom of the North bearing this news, my sister has been working tirelessly with Tristar, the Captain of my Royal Guard, to ensure the Guard’s full involvement in this operation. In his absence, I hope she will volunteer to speak on his behalf and provide our guests with some peace of mind.”

She cast her gaze down the table. At the other end, a shadow stirred, and the darkness sloughed off to reveal the meek and unassuming form of the young Princess of the Moon, who shrank back into her chair just as soon as the attention fell on her.

Twilight stifled a gasp. “It’s Luna!”

“Yeah,” said Rainbow, looking on solemnly. “It sure is.”

Luna fidgeted, looking about as happy as a field mouse in a den full of vipers. “W-What did you have in mind?” she asked.

“Only for you to divulge as much as you are comfortable doing,” said Celestia, and she smiled the first genuine smile Rainbow or Twilight had seen of her since they started eavesdropping. “I asked you to attend this proceeding for a reason, dear Sister. You are as much the princess of this realm as I, and we would all value your input.”

“I don’t know. M-Maybe… Maybe you should just speak for me,” said Luna, wilting under the judgmental eyes of the others at the table.

Celestia’s smile was unwavering. “That wasn’t a request, Luna.”

Luna bit down on her lower lip. “Alright…” she said in a small voice.

So small was her voice that Rainbow and Twilight had a difficult time hearing her. They leaned in close and put their ears to the gaps, listening intently as Luna mustered her courage, cleared her throat, and said—

“If either one of you so much as twitches, I will gut you like a fish.

The blood ran cold in Rainbow’s veins. Twilight tensed beside her.

“Eh-heh-heh… How ya doin’, Cap’n Tristar?” Rainbow said weakly.

Tristar circled them like a cat around its quarry, forcing them to back away from the wall. The cavernous murk of the tunnels did little to mask his pulsating rage. “Superb.”

Rainbow looked up and down the length of the corridor. Two guards stood shoulder-to-shoulder down either avenue of escape, cordoning off all hope of a hasty exit. She played for time. “I didn’t think we’d be seeing you again so soon, Tristar, ol’ buddy, ol’ pal. How’d you and your buddies manage to find us all the way down here?”

“We split up,” said Tristar, leering over them as his deputies looked on from down the hall. “My party simply had the fortune—or misfortune, depending on whom you ask—of finding you first.”

“Fortune. Definitely fortune. We’re such super cool, totally awesome, good-natured ponies, after all.”

Tristar snorted. “You are anything but good-natured.”

“Oh yeah? What’s that supposed to mean?”

“What a short memory you have,” said Tristar, the fury simmering in his amethyst eyes. “Certainly you haven’t forgotten what you said to me yesterday after I interrupted the little game of dodgeball you sprang on diplomatic envoy from Gildsedale?”

“I—er—well, no, but—”

“You called my mother,” Tristar growled, “a dirty cockatrice sucker.

Twilight looked aghast. “Rainbow Miriam Dash! You didn’t!

Rainbow winced. “Can’t anypony around here take a joke?”

“The joke’s on you, you miserable little urchin. I’m going to lock you up in your bedchambers and throw away key. I hope you enjoy the sight of bars, because the only glimpse of the outside world you’re going to get from now on will be through them!”

Rainbow watched with mounting aggravation as Tristar signaled the guards, and they began to close in on either side. Her temper flared. “Oh yeah? I’d like to see you try!”

Tristar advanced, closing the distance and forcing her back until she pressed up against the cold stone of the tunnel wall, and then he brought his face to level with hers, meeting her defiant gaze with a look that was near-manic. “You would do well to listen to your little friend,” he hissed. “I’m in no mood to put up with you. Not now. Not ever. Your antics don’t amuse me, Rainbow Dash, and you’ve amounted to nothing more than a thorn in my side since the day you arrived! Today… Today, of all days, you had to pick for your MISERABLE LITTLE GAME OF TAG!”

He pulled back his hoof and slammed it into the granite mere inches from her head, burying it a centimeter in the rock. A web of cracks raced out from the site of impact.

Rainbow flinched.

“I had a pressing engagement to attend today. A conference with the Princess, whose importance you can’t even begin to imagine. And you’ve made me very, very late.”

Rainbow rolled her eyes. “Gee, you don’t say.”

Tristar hung his head and fell silent for several seconds. The muscles in his granite-bound arm repeatedly flexed, as if he were beating the hell out of somepony in a mental arena only he could see.

“I wouldn’t expect you to understand,” he said at last, voice dripping with venom. “A peasant like you never could.”

Rainbow’s eye twitched. “Peasant?”

“You’re a gutter trash delinquent.  A charlatan with wings and a horn. You ride into Canterlot like you own the place, disrupt the social order, and make a mockery of traditions that predate you by a thousand years. I see right through you, you little brute. What would you know of sacrifice, honor, or loyalty to a higher cause?”

“I know more about loyalty than you ever will,” Rainbow growled.

“Why? Because a pendant appeared around your neck one day which was inscribed with the word? Because you’re an Element of Harmony?” Tristar gave a curt laugh.

“Your loyalty is a joke. Loyalty to oneself, to one’s ambitions… these are selfish, contemptible things. Just like you… selfish and contemptible. You aren’t special. You’re just a pathetic dropout who wasn’t cut out for Cloudsdale, who ran away when she couldn’t pull off the boom.

“You’re a stupid, cocky, inconsequential hotshot. The bastard child of an earth pony, no less! It’s no surprise how rotten you turned out, given the pair of lowlifes Celestia picked to rear you—”

Rainbow snapped. She launched forward, arms windmilling, and one of her hooves caught Tristar square in the mouth, causing him to stagger back. She would have landed a second blow if the guards hadn’t swept in from behind just then and seized her. Her back arched as she tried to get away from them, eyes flashing with rage, ready to pounce on the captain and tear him limb from limb.

“LET ME GO!” she snarled, struggling in vain.

Tristar touched his lower lip, wrinkling his nose in disgust at the trail of crimson that came off on his hoof. “Savage.”

A scarlet haze bled from the corners of Rainbow’s vision. She hitched against her captors, but it was no use. Even though it took two of them to restrain her, there was just no wrenching free of them.

The other two guards appeared beside her bearing Twilight between them, their arms looped beneath her shoulders, lifting her hooves off the ground. She looked none too happy about it.

“Well, Dash, this is another fine mess you’ve gotten us into,” she said.

Rainbow stared back in shock. “ME? What did I do THIS time?”

“The same thing you did LAST time! You’re so irresponsible!”

“I am NOT irresponsible!”

“YOU ARE! You treat this like some kind of game! Like provoking the Captain of the Guard and leading him on a chase through Canterlot isn’t a stupid, immature thing to do! We haven’t been trapped between a rock and a hard place like this since that one time when the Princess asked us to kick out that dragon!”

“Man, you are FULL OF IT! Some friend you are!”

“I said, we haven’t been trapped like this since the Princess asked us to KICK OUT that dragon!” She gave Rainbow a meaningful look.

Rainbow opened her mouth to deliver a stinging rebuke, but then the meaning of Twilight’s words sank in. She stared back at her in confusion, her jaw still ajar.

Tristar signaled his underlings with a toss of his head. “Let’s go.”

One of them gave her a push, and then the guards began to haul their captives back down the tunnel. Tristar took the point, with Twilight still beside her.

“Or the time when we fought Nightmare Moon in the Everfree Forest, at that old castle in the woods,” Twilight continued. “Remember how we lit the spark and got the Elements to work? The light was so bright, you had to CLOSE YOUR EYES.”

Rainbow grinned. She gave Twilight a small, nigh-imperceptible nod.

“You’re such a JERK, Twilight! I can’t believe I ever thought you were my friend!” she said.

“I can’t believe it either! I hated your guts from the DAY I MET YOU!”

“Yeah, well, SAME HERE!”






Rainbow closed her eyes milliseconds before the light exploded from the tip of Twilight’s horn, filling the tunnel with a blinding radiance. The guards cried out, their grip went slack, and she kicked out with her hind legs just as soon as the opportunity presented itself, catching the left one in the chest and the right one in the shoulder, causing them to backpedal until they teetered, fell, and sprawled upon the floor.

Seconds later, the white glow which permeated her eyelids subsided, and she cracked one eye open to find the tunnel back to its usual state of darkness. Twilight had already incapacitated her own pair of guards, and that just left Tristar, whom, at the moment, was stumbling around, still shielding his retinas, screaming at the top of his lungs—



Twilight ran over, placed her hoof on Rainbow’s shoulder, and began to concentrate with all her might. But then—


Tristar lunged at them, tackled them, broke Twilight’s concentration and her grip, and all three of them went flailing into the tunnel wall. The old stones grinded against one another in protest, then gave way.

His hooves suddenly without purchase, Tristar grabbed onto the first thing he found—which happened to be Rainbow Dash. Rainbow snarled and twisted in midair, slithered out from under his encircling arms and sank her teeth into the base of his neck. He howled out in pain. Then, in a flurry of dust and rock, they landed in a heap—

—right in the middle of the conference room.

“What the—”

“By Starswirl’s Beard!"

“Good heavens!”

The shouts went up from the ponies at the table, all of them jumping out of their chairs and backing away from the dust cloud which flew out from the wall.

Twilight hit the ground and all the air went out of her lungs. Lying on her back in a gasping daze, she could only stare up at the ceiling through rapidly-blinking eyes and wait for the world to stop spinning.

Then Princess Celestia appeared standing over her, looking down in wide-mouthed confusion at the three equines who’d just come bursting out of the wall, and Twilight’s heart joined her stomach in its nauseating, flip-flopping theatrics.

“What on earth is going on here?” Celestia asked.

Rainbow and Tristar ceased rolling around on the ground attempting to kill each other, both at the same time glancing up at Celestia, suddenly aware of their surroundings. Rainbow loosed her jaw and spat out the mouthful of Tristar’s flesh she’d been clamping down on. She wiped her lips of the blood.

Tristar shoved Rainbow off and took to his hooves, falling into a bow. “Princess Celestia,” he said. “I—I’m sorry. You’ve caught me by surprise.”

The Princess frowned. “It would seem to be the other way around.”

She passed her gaze over each of them in turn. Celestia gave Twilight a look that was gentle, if not impassive. Then she turned her attention to Tristar, and her face hardened.

When she came to Rainbow, her expression changed to… something Twilight couldn’t quite put her hoof on. Something that wasn’t quite guilt and wasn’t quite sadness, but didn’t fall far from either mark.

“I’m happy you decided to attend this meeting after all, Captain,” said Celestia. “Although I’m afraid you’re rather tardy. We were scheduled to begin at twelve. Also, I find myself perplexed as to what my daughter and my star pupil and doing here. I trust you have an explanation?”

Tristar winced. He peered beyond the Princess to the other ponies at the table, still up out of their seats, looking on with wide-mouthed alarm. If he was expecting a sympathetic eye, he didn’t find one. Just a lot of fear and Sage Whitehoof with a mocking little smile on his face.

“My most abject apologies, Your Majesty. I was preoccupied seeing to your daughter’s safety. I did not want to see her come to harm—”

“You’re a jackass and a liar!” Rainbow yelled.

Tristar shot her a sidelong glare. “If you’ll permit me, Your Majesty, I would not have been late, except that I was busy pursuing your daughter through Canterlot airspace, and then the bowels of the mountain, for the better part of the last half hour. It seems she took it upon herself to flout a direct order from Princess Luna requiring her to remain in the castle.”

Celestia looked at Rainbow. “Is this true?”

“You’re damn right it is!” Rainbow said, jumping up and pushing past Tristar. “You’ve had me locked up in this stupid castle for almost a week! I can’t go home, I can’t see my friends, I can’t even FLY! You might as well just chop off my wings!”

Celestia’s expression flickered with… something… but it was quickly swept away behind her customary mask of serenity. After a brief pause, she turned to her sister. “Luna, do you have anything to add?”

The midnight blue alicorn retreated, once more, into the cushions of her chair. “I… well, I did tell her to stay in the castle. In light of the recent political situation, I thought it was for the best. At least until you got back from your fact-finding mission.”

“Your Majesty, Princess Luna’s concerns were well-founded. It would be extremely unwise for your daughter to roam around unchecked while the Ascendancy remains at large,” said Tristar.

Celestia nodded, casting her eyes to the rubble-strewn floor. A frown drew taut across her face as she seemed to wrangle with herself in some sort of difficult internal debate.

She walked past Tristar and stuck her head into the new-formed hole in the castle wall. The four guards from whom Rainbow and Twilight had previously escaped looked out from beyond the crumbling passage, but they stepped aside and bowed as the Princess approached.

Celestia peered down the shadowy corridor. “What is this place?”

“A remnant of the old underground,” said Luna. “They probably used it as a service access when they were building this wing of the castle and forgot to close it off.”

“Did you know this was here?”

Luna shook her head. “There are so many tunnels, Sister. I know the major routes through the mountain, but this one is unfamiliar to me. It’s possible it was just lost to time. We use this room so infrequently…”

Celestia frowned. “See that it’s filled. It’s a security risk.”

“Your Majesty,” spoke Sage Whitehoof, taking stand, “Your illustrious captain raises a valid point, and Princess Luna’s judgment was sound. It’s risky for Rainbow Dash—or Miss Sparkle, for that matter—to go about outdoors without escort.”

As Twilight stared up at her old professor, she felt like she was acting out a dream or living on another planet. Then he met her violet eyes with his compassionate silver ones, and he smiled at her with the same warm, reassuring smile she had always known him for. In that moment, it was like she was a filly again, back in his school, in one of his classes. Her face tingled with the rush of hot blood. She tried to hide her blush.

He saw through her, of course. He always saw through her.

But he refrained from comment. Eyes still twinkling, he looked back at Celestia and continued, “That being said, Your Majesty, there are other options worthy of your consideration.”

Celestia stared at him. “What are you suggesting?”

“Only a metaphor, Your Majesty. One which I would convey to all our friends in attendance today,” replied Sage, sweeping his gaze over all the fearful ponies at the table. “Hope is never lost. It wings its way through starless skies, defying fortune’s night. And even though chaos itself may explode through our walls and leave us in disarray… From the ashes that remain, hope itself may again take wing and blaze with glory renewed.”

He gave Celestia a knowing look.

Realization dawned on Celestia. Her face lit up. Only for a second—just long enough to give Twilight a glimpse of the inspiration that tugged at her lips. Then the budding grin vanished, whisked away to wherever it is princess smiles go when they deign to look intimidating.

“Captain Tristar,” she said, slipping back into regal authority mode.

Tristar dipped his head again. “Your Majesty.”

“I have listened to what you’ve had to say and found no merit in your actions. My daughter’s will is her own, and as a princess of this land, she is subservient to no one—not to me, not to my sister, and certainly not to you and the Royal Guard.”

The fury and indignation rolled off Tristar in waves. “I… see.”

“Therefore, it is my interpretation that whatever ‘order’ you believed Princess Luna to have given Rainbow Dash was, in fact, a suggestion, and nothing more. You were wrong to act on it. From this moment forward, I decree that Rainbow Dash is free to go and do as she pleases.”

Rainbow pumped her hoof in the air. “BOOM! In your FACE!”

Celestia looked at one of the guards still in the tunnel. “You there. Go and fetch Domo. My faithful student, Twilight Sparkle, requires a room at the castle. Instruct her to provide an ample domicile.”

Uttering an affirmative, the guard departed through the main door.

“Captain Tristar. Perhaps you would care to join the rest of us at the table,” said Celestia, motioning to an empty chair.

Tristar did his utmost to conceal his boiling rage as he marched over and sat down. He stared directly ahead with his hooves clasped together, focusing his anger on a spot on the wall just over Rainbow’s shoulder—although she thought she noticed him steal a not-so-furtive glance in her direction once or twice.

Celestia looked back to Rainbow and Twilight. “It pains me to do so, but I must ask you to leave. This meeting was not meant for your ears. If  you wait outside, Domo will be along shortly to lead you back upstairs to the upper halls of the castle.”

Rainbow sighed. “Oh boy. Can’t wait for that.”

“We’ll leave you to your meeting, Your Majesty. I’m sorry if we made too big a disturbance,” said Twilight, having finally picked herself up off the floor and assumed a kneeling posture.

Celestia smiled. “Sometimes a little pandemonium can be a welcome thing. Just between you and me, I find these closed-door deliberations to be every bit as exacting as the Grand Galloping Gala. The stir you caused today was a refreshing change, much as it was then. However, be that as it may, this is an affair of state, and I would ask you to respect its privacy and refrain from any further attempts to eavesdrop.”

“We will, Your Majesty,” said Twilight. “Isn’t that right, Rainbow?”

“Hmm? Yeah, whatever.”

Celestia leaned down and nuzzled Twilight. “It’s good to see you, my student. I’m sure you have many questions. We’ll talk later.”

The physical contact dissipated all of Twilight’s earthly woes. With a smile that didn’t end, she tipped her head into the embrace, savoring her mentor’s touch. Then the Princess gave her a little push, and she started toward the door.

Rainbow followed behind her, but before she could take three steps, she felt Celestia’s hoof on her arm. She looked up into the unfathomable magenta eyes of the goddess.

“Rainbow Dash,” said Celestia. “I… I want you to be happy. Cutting off your wings is the last thing I want to do. But Rainbow, you must realize, these are dangerous times. Not since the return of Nightmare Moon has there been such a…”

She stopped herself short. Her face betrayed her inner conflict.

“Please. For the sake of your own safety, don’t abuse the freedom I’ve given you. Exercise caution. Exercise judgment. And for my sake, if you wish to leave the castle grounds, wait until this evening before you take to the sky. I’ll come find you as soon as I’m done here.”

Rainbow gazed up at her. Emotionless. “This evening?” she repeated.

Celestia nodded. “This evening.”

“Alright,” she replied after some time. “I’ve had my wings clipped for almost a week. Guess I can suffer being grounded a few more hours.”

With that, Rainbow continued on her way up the cobblestone stairs, to where Twilight stood waiting for her beside a thick, wooden door. She felt Celestia’s eyes follow her all the way. Without so much as a word of goodbye, she exited the room.

Twilight was more respectful. “Your Majesty,” she said, bowing down to Princess Celestia, and then again to Princess Luna.

With one last, wistful look at her old professor, standing there with a coy little smile on his face, she pulled on the handle and heard the hinges of the old door groan loud in protest. And as she slipped through the gap, his voice reached her ears:

“Gentlecolts, once again, I beg you for your discretion. For even if you confide only in your closest associates under oath of secrecy, who among you can say what ears might not be listening behind hollow walls…?”

The door swung shut with a slam.

And once more, Twilight and Rainbow found themselves all alone in a dreary underground corridor. The only light emanated from a funereal procession of candles ensconced on the walls, which themselves seemed to press in on them, suffocating every last gasp of oxygen and happiness. The only thing that marked these narrow confines as a part of the castle and not the tunnels they had just left were the royal tapestries, although even these were a sad sight, caked with dust and insect-chewed.

Rainbow gave Twilight an odd look. “What the heck was that about?”

Affixed to the door was a brass plaque, filthy and tarnished with age. Twilight’s expression turned hard as she squinted up at it, and in the dim candlelight, read the inscription:





“I don’t know,” she said. “But I intend to find out.”



“P-Professor? May I come in?”

The ebony door rose up, ancient and unknowable. Twilight Sparkle stood before it for a time, staring at her skulking reflection in the brass, flinching at the audible quaver as her voice limped down the spiral stair to the floor of the tower, and pretty much feeling like an idiot.

She knocked again, and again there was no answer. Trying the knob, she found it unlocked, and she nudged it open a crack. “Professor?”

The bedroom was immaculate. It had all of the castle’s customary garnishes—expensive marble, elegant furnishings, beautiful latticework, and the like—but not a single personal item adorned it. No artwork, no photographs, no trinkets, tokens, or mementos. The bed might have gone unslept in for a hundred years for how neatly made it was, and Twilight was especially bewildered to see not a single book peeking out from the long-running shelves.

“Twilight Sparkle! Is that you?” said Sage, stepping into view.

She felt the beginnings of a grin, the hot blush creeping up. All those hours in school, listening to his lectures, gazing awestruck at his magic, hanging on his every word… A dozen years of inspiration flashed in front of her eyes.

But she put on an even face. Professionalism. Sophistication. Maturity. You’re an adult now, Twilight. So act like one.

“Um… H-H-Hello, Professor Whitehoof,” she heard herself say.

She facehoofed. Nice job, Twilight. Very sophisticated.               

“Well, don’t just stand out there on the steps, my dear girl! You didn’t have any difficulty making an entrance a couple of hours ago. I don’t see any reason why it should trouble you now. Please, enter.”

Twilight did just that.

Sage strolled over to the desk and picked something up. A small hand mirror, by the shape of it, with the looking glass wrapped in velvet cloth. He levitated it into a little trunk, which Twilight now noticed at the foot of the bed, and then he gently shut the lid.

“Are you packing?” she wondered.

“No. Quite the opposite. Princess Celestia has invited me to stay here at Castle Canterlot for the next few weeks, that I might oversee… certain things. I’m free to decline, of course. But just between you and me,” Sage said with a wink, “I think I’ll stay.”

“Really? I mean… are you finding the accommodations satisfactory?”

He smiled. “You always were one for formalities. I’ve outgrown them, myself. But then again, I have a few more years under my belt than you.

“Why, I remember the day Princess Celestia first brought you to my door. It wasn’t so long ago, you know. Oh, I’m sure it seems an eternity to you, but to me, the years are like chariots, racing past on wheels of light. One thing, though, which I’ll never forget… even back then, while all your classmates were busy magic fingerpainting, you still had your little nose buried in a textbook.”

Twilight turned a deeper shade of crimson. With every expert pull at her heartstrings, she felt her resolve weaken and crack, as the barricades of her self-consciousness threatened to come down in face of a torrent of roiling emotions. She wanted so badly to reach out to him. To show him how much she cared, and how she hadn’t forgotten.

Sage continued, “Of course, as grown-up as you fancied yourself, you always found it in you to put aside those little formalities and greet your old professor with a hug…”

That was it. The dam burst, and all her pretenses about maturity and adulthood fell forgotten by the wayside. Twilight ran to Sage, embracing him in friendship.

Sage’s silver eyes twinkled. “It’s been too long, Miss Sparkle.”

“Oh, Professor, I’m sorry. I’ve been so preoccupied with my advanced studies, and the Princess, and my friends in Ponyville—”

“Nonsense, my dear,” said Sage, returning the hug in earnest.

He strolled over to the hearth and reached for an amber bottle on the mantle. “The magic of friendship is ancient and powerful. It’s well worth your study. Would you care for a drink?”

“Oh… No, I couldn’t.”

“You’re a grown mare now. You’re welcome to share in a drink with your senile old headmaster if you like.”

“Thank you, Professor, but I’m alright,” said Twilight. She paused for a few moments to ruminate on his words. “Do… Do you really think my studies in Ponyville are important?”

Sage smiled distantly as he poured into a glass. “Absolutely, I do. And Princess Celestia shares in that opinion, to say nothing of Princess Luna. As much as you are Celestia’s protégée, I think you will find you have no greater advocate than the young princess of the moon.”


“She has much to be thankful for, and at least six ponies to whom she owes her gratitude. None of them more so than you. As a matter of fact, we all owe you a great deal.”

Sage sighed. “But I’m a sentimental fool. Forgive me. The hour grows late, and I’m sure you didn’t come all the way to the West Tower to listen to me prattle on.”

“Professor…” Twilight struggled to find the right words.

She approached him again, crossing the room to stand beside him at the fire, and touched him tenderly on the shoulder. “Just being here, with you… Being able to talk to you again, after all this time… It’s well worth a walk in the dark back to my bedchambers.”

Something moved in Sage’s eyes. “You’re too kind.”

Twilight opened her saddle pack and produced the letter. “This came to my home at the Ponyville library yesterday. I assume you sent it?”

“Indeed, I did. Thank you for answering the summons so promptly. I feared you might delay in coming to Canterlot. As intentionally vague as the letter was, it pleases me to see you correctly interpreted its urgency.”

The young unicorn’s brow knit in confusion. “I don’t understand. The last time I got a letter that was anywhere near this serious, a dragon had taken up residence in the mountains west of town, and Princess Celestia asked me to convince it to find another roost. That letter wasn’t vague at all, though. Why the sudden need for secrecy?”

Sage seemed to mull over the question as he stared into the crackling fire, raising his glass every now and then to take a drink.

“Twilight, do you remember the Three Pillars?” he asked at last.

“I—well, yes, of course. Wisdom, Fortitude, and Devotion.”

“Qualities that your friend, Rainbow Dash, sadly lacks. She has a fiery temperament, as you know, and a chip on her shoulder where school and learning are concerned. It wouldn’t be a problem if not for her newfound powers, for what Rainbow Dash lacks in control, she makes up for in raw magical ability.”

“Are you sure we’re talking about the same Rainbow Dash?”

“Last Wednesday, in a fit of rage, she blew up the royal dining room.”

“She blew up the dining room?” Twilight struggled to wrap her brain around the concept of her high-flying pegasus friend slinging spells, and she came up a mile short. She defaulted to sarcasm. “What happened, did somepony insult her favorite Wonderbolt or something?”

Sage chuckled. “There was a little more to it than that. Regardless, it stands to reason that Rainbow Dash is a force of nature. Most of the time, her powers lie dormant beneath the surface… but unchecked by careful study, they have a proclivity to explode forth with all the sound and fury of a volcano. She’s a danger to herself and everypony around her,  and so she requires a guiding hoof to teach her the ways of magic. Which is why I’ve nominated you for the task.”

“What? Me? I’ve never taught anypony anything in my whole life!”

“There aren’t very many things in this world more powerful than the magic of friendship, and the bond between you and Rainbow Dash runs deep indeed. You are the pony for the job.”


Sage’s smile faltered. “Of course, it’s up to you. You are free to decline if you wish. I only hope Princess Celestia won’t be too disappointed…”

Twilight’s eye twitched.  “Disappoint…? The Princess…?”

Sage downed the rest of his liquor, then turned away to pour himself another drink, pausing briefly to admire his victorious smirk reflected in the bottom of the glass.

“W-Well, I wouldn’t want to disappoint Princess Celestia…”

“You’ll do it then? Oh, I’m so happy to hear it!” said Sage, clasping her by the shoulders. “Now, don’t fret about a thing. Just make up a list of the items you’ll need brought from your home in Ponyville, and I’ll see that a courier is dispatched to pick them up.”

Twilight looked confused. “Items? From Ponyville…?”

“In preparation for your extended stay, of course,” Sage explained, as if it were the most obvious thing in the world. “I’m sure there are plenty of things you’ll need that you didn’t pack—textbooks, spellbooks, glyphs, charts, reference materials…”


“—would be better to remain in Ponyville. You’ll want your dragon there so you can send letters to your friends, won’t you?”

Twilight’s mind reeled. The conversation was moving too fast.

Sage quelled her anxieties with a reassuring smile. “It’s admirable of you to volunteer for this duty. Truly, Rainbow Dash has no better friend in the world. And Princess Celestia has no finer pupil.”

“Th-Thank you, Professor,” said Twilight. “But… if I’m really going to do this… I think I’d rather go back to Ponyville and do my own packing. I don’t know how I feel about the idea of some stranger going through my things, and I never actually said goodbye to any of my—”

“I would advise against that.” A hard look swept across Sage’s face.

Twilight was taken aback. “Professor?”

“Miss Sparkle, you’re a bright girl, and you’ve known me long enough to trust my judgment. Trust my judgment in this. Stay in Canterlot. Don’t go back to Ponyville, and don’t venture outside the palace alone.”

With those ominous words, Twilight remembered the purpose of her visit. The secret meeting in the lower chambers of the castle, and all the dark things she had overheard from behind that decrepit wall. Curiosity vied with apprehension as she regarded her old teacher, searching for an explanation amidst all the shadows at play on his face in the fitful orange glow of the fire.

“I grew up here in Canterlot,” she said, her eyes narrowing. “Before I moved to Ponyville, I lived here for practically my entire life. Nopony has ever told me it wasn’t safe to go outside before.”

Sage sighed. “Twilight…”

“And the letter. You never answered me when I asked you why it was so vague. You just changed the subject.”


“And that meeting you had with Princess Celestia and Princess Luna, down in that room—that war room—”

“Twilight. Please.”

“No, Professor,” said Twilight, her face taking on a stony countenance all of its own. “There’s something going on. If it’s drastic enough that you don’t want me to leave the castle, I think I have the right to know why.”

Sage mustered a weak smile. “I wish I were at liberty to tell you. Two nights ago, the Princess visited me at my home to ask for my expertise in this ordeal. I swore to her then that I wouldn’t divulge any of the secrets she revealed to me—secrets she’s worked very hard, over many months, to unearth; secrets that ponies much younger and more nimble than I am have risked their lives to come by. I can’t betray all that, Twilight. I can’t violate that trust. Not even for you.”

“I… I guess I can understand that. But—”

“Shh. Listen to me, Twilight.”

As he stood there nursing his drink, age itself seemed to seep into his every feature, clouding his eyes and evaporating the levity and the vigor that Twilight had always known him for.

“An old stallion sees many things, in his days upon this earth, that he would sooner forget than go on remembering,” he said, his voice heavy with gravity. “I’m old, Twilight. Older than you know. And the things I’ve seen in my life… Tragedies which ended empires. Injustices that scar the soul. Love so bright, it could light up the sun, turned as cold and dark and desolate as the moon.”

“All your life, you’ve known only peace and pleasantness. A world in harmony under the banner of Celestia… and now Luna, as well. But there are still some ponies who are like me, who are old and full of memories. Who remember the tragedies and the injustices, yet who’ve forgotten the love. Time has turned their passion to madness, and their bitterness into the worst kind of religion.”

Absently, he swirled his glass, peering down at the little vortex which churned the brandy. “Hate is a violent, dangerous, all-consuming thing. It lures in the best of us with false promises and inflamed rhetoric, and one need only wade into it haunch-deep to find oneself seized by the current and swept down to its hungry depths. It seems a few of Equestria’s youth have been snared by this undertow, pulled in from the fringes of society to serve a master much more sinister than they realize. It has nothing to do with you—or with Rainbow Dash, for that matter. That this comes on the morn of her Unity is a fluke of timing. No, this has been brewing for a long while now. Especially since the last Summer Sun Celebration.”

“Does this have anything to do with Nightmare Moon? With what my friends and I did last year to stop her?” asked Twilight, searching out his eyes. When she found them, she held on and didn’t let go.

“I can’t tell you that,” said Sage. “Believe me. I wish I could.”

The darkness wrapped around him now as the fire began to burn out and its orange radiance retreated behind the logs. Sage levitated a poker from the rack beside the hearth and nudged the wood. The flame surged with renewed life.

“Heed my advice,” he said. “This castle has stood, impenetrable, since the time of the Coronation. It has never been assaulted. It has never been breached. And as much as our resident captain of the guard might like to boast, it has less to do with the diligence and training of his ranks than it does with the enchantments placed upon the cornerstone. As long as you have a hoof inside the castle or on its grounds, no harm may come to you from anypony with malice in their heart.

“You are destined to do great things, Twilight. Heed my advice. Don’t go back to Ponyville. Don’t risk your future and your life. Some things are more important.”

Sage ended his monologue, and then the room knew only the crackle of the fire, and the whistle of the wind through the gaps in his curtained window. Twilight was quiet for a long, long time.

At last she spoke again, “My friends. The other Elements of Harmony. Applejack, Pinkie Pie, Fluttershy, and Rarity. Are they in danger?”

“The Princess has placed them under constant surveillance. No harm should come to them.”

“But it could?” Twilight asked, the anxiety rising in her voice. “Maybe you should bring them all to the castle. I mean, if it’s really as dangerous as you say—”

“They have lives. They have stores and farms and animals to tend to, and they have families who love and depend on them.”


“Don’t spend your hours fearing for them. They’re under the Guard’s protection. They will be safe enough.”

Twilight’s head spun. “I—I don’t know what to say, Professor. This is all so much. When I left Ponyville this morning, I never expected…”

Sage smiled. “Fortitude, Twilight. Fortitude and Wisdom. Don’t fear. This isn’t your burden to bear. Just walk the path in front of you, and let me handle the rest. Rainbow Dash needs your help.”

Twilight nodded, lost in her thoughts.

Sage patted her on the shoulder. “It’s almost night. You must be tired. Would you like me to walk you back to your room?”

Twilight shook her head. “No. I’m fine. I… I think I need some time by myself to go over all this in my head, anyway. Thank you for everything you’ve told me.”

She took him in a hug again, wrinkling her nose as the silvery hairs of his beard tickled her. After a few moments, she broke it off, and with one last nod and the smallest smile, she marched over to the door.

Her hoof stopped inches from the knob. Then she remembered…

“Professor… What is the Ascendancy?”

The breath hitched in Sage’s chest. He stared into the fire.

“A Brief History of Equestria, Part One, Chapter Two, Page 171. The Canterlot Archives should have a copy,” he replied at length. “If you can’t find the answers you’re looking for there, ask me tomorrow at the end of the day, if by then the whole world doesn’t already know. By the grace of Celestia, I pray that won’t be the case.”

Twilight nodded. “Thank you, Professor. Good night.”

The door glided silently open, and Twilight slipped out. Sage listened to the sound of her hoof-falls as she circled down the stairs to the base of the tower and out onto the castle ramparts.

He continued to stare into the fire for a long time after she left.

Then, with a cursory glance toward his trunk, he set the brandy glass back on the mantle and reached straight for the bottle.



The setting sun stroked the marble fixtures of the East Garden with a golden brush, tinting everything its dazzling shade of yellow. On top of a certain alicorn statue lay Rainbow Dash, gazing skyward with her arms behind her head. Nearby, the caretaker worked a rose bush, listening to her relate the day’s adventures.

“…and then he called me a PEASANT! That stupid asshole!”

At least, she would have been speaking about the day’s adventures if she didn’t keep coming back to the subject of Tristar. Over the last fifteen minutes, she had called him by every bad name that was in the book and a few that weren’t.

“And then—THEN—he tells me I haven’t got any honor. Like he’s the most honorable pony ever to walk the face of the earth! And not even ten seconds later, he tackles me THROUGH A WALL!”

“It looks like ye survived, lass.”

“Yeah, but seriously, what kind of guy DOES something like that? I’m supposed to be a freaking princess, and BAM! Right through three inches of solid rock! Can you believe that?”

“Actually, I can.”

The navy-blue pegasus took off his straw hat to wipe the sweat from his forehead, gazing up at the plant with hard-set determination. It was a big, overgrown thing, towering twice his height above him, with no more than a couple early-spring roses peeking out through the gangling mess. He took a minute to look at it critically, then went straight for the shears, lopping off huge swaths of foliage until it was down to hock-height.

Rainbow glared. “What? You’re saying there’s a reason why he had to go all linebacker-mode on me?”

“That’s a foolish question. There’s a reason for everything.”

“Oh yeah? And what’s his reason?”

“It seems fairly obvious to me.” Snip. Snip. Snip. “He doesn’t like you.”

“Well, the feeling’s mutual!” With a petulant little sneer, she rolled off her perch and took to the air, drifting over to where the pegasus worked, still staring up at the sky as her wings beat lazily beneath her.

“Aye, lass, you can hate him if you choose. It won’t make a difference to him, though. You’ll always be a bam to him.”

Rainbow flipped over in mid-air to give him an odd look. “A what?”

“A bam.” Snip. Snip.

“What the hay does that mean?”

“It means he won’t be voting for ye in any popularity contests.”

“Well, I coulda told you that already!”

She watched with mild interest as he lowered his shears and kneeled beside the freshly-pruned bush, sweeping out the brush with his hooves and tossing it into a pile. Once that task was done, he took each rose cane in his arms and began to gently strip them down.

“What are you doing, anyway?” she asked.

Scrape. Rustle. Scrape. “Taking off the leaves.”


“So they can grow back again.”

“You just cut the whole thing down to a shrub. What’s the point?”

“The point is to clean it of any insects or diseases that might’ve taken hold. Sometimes ye have to tear out what’s there in order for the plant to grow back up  healthy and strong. Don’t worry, she’ll come back tall over the spring and summer. This time next year, I’ll have to trim her down to size again.” He grinned. “I always do.”

He continued to strip the plant, skimming his hooves along the canes in long, downward strokes until all the foliage came off. It was only a few minutes before the bush was brought down to bare sticks and all of the leaves found their way into the pile. When he finished, he stood up again and turned to face Rainbow.

“Now then, lass, how is everythi—” He broke off mid-sentence when he noticed the frown still etched into Rainbow’s face. “Oh, come now, you aren’t still on about that daft captain, are you?”

“So what if I am?” She flipped over again, picked out one mischievous little nimbostratus cloud bobbing his way through a patch of cumuli, and made him the focal point for all her anger. “Guy’s a jerk.”

The old blue pegasus dusted off his hooves and looked off at the sky with her. “Aye, that he is. But what good will it do sit and stew?”

“I just wish I knew why the guy hates my guts so much. I mean, yeah, I probably didn’t do myself any favors when I started running my mouth about his extended family, but that dude’s had it out for me since the day we met.”

“Tristar isn’t some lowly servant. His position as captain of the guard is honorific. It’s been in his family for umpteen generations, passed down from father to son over the centuries. He belongs to a noble caste. He’s a member of the High Court of Canterlot.”

Rainbow turned up her nose. “I don’t see what’s so noble about him.”

“He is what he is, and his noble house happens to be among the most exalted in all the kingdom. His ancestors were some of the most virtuous, courageous, and self-sacrificing ponies ever to lay down their lives in the name of Equestria.”

A smile passed over the caretaker’s face as he stooped down next to the leafless bush again. “They were also some of the proudest. It’s a load of rubbish, lass, but as ye learn the ropes of Canterlot, ye’ll come find the same is true for a lot of the old clans. As the years fade into decades and the decades into centuries, so do titles fade into entitlement.”

“I still don’t see why he’s gotta be such a jerk.”

“The High Court isn’t the most accepting lot.  They’re a loud-mouthed bunch of blaggards, and they place a lot of weight on things like pedigree and purity of birth, which you have naught of. I gander your prominence seems very much like an intrusion to them. Then there’s the social order to think of… For a millennium, Princess Celestia has been the fulcrum on which they teeter and totter—and then to have you show up! I’ll betcha five bits they’re all scared out of the gourd you’ll disrupt the status quo, and suddenly Celestia won’t be granting them favors anymore.”

“Good! If they’re anything like Tristar, she oughta just fire them all!”

The caretaker smiled. “Aye, well, that might be wee bit hard. They’re a tad entrenched in way of things anymore, and they wield a lot of power and money. The Princess would have less of a rabble on her hooves if she sacked the all of Parliament.”

Rainbow yawned. “This is super interesting and all, but it still doesn’t change the fact that Tristar is a—what are you doing now?

The old pegasus leaned over the naked canes of the rose bush, giving each one a close eye as he sifted through them. “I’m inspecting the plant. Trying to decide what’s worth keeping.”

“But there’s barely anything left of the plant! You just cut it down to a third of its size and took off every single leaf!”

“Aye. And now I’ll cut her down even more.” He picked out one of the canes in the back and turned it over in his hooves. A frown curled his lip. “Ack. Discolored.” He reached for the shears again.

Rainbow only watched for a minute or two more before she realized how totally, utterly, mind-numbingly bored she was. She flew back over to the alicorn statue and threw herself onto it with a strangled groan.

“ARGH! This SUCKS! I wanna cruise the sky so bad!”

Snip. Snip. Snip. “Well, what’s stopping ye?”

“Stupid Celestia, wasting my time again. As if the last however-many days weren’t bad enough, she’s gotta keep me waiting for hours until her dumb meeting lets out.”

“I’m sure it wasn’t her choice, lass. As the ruler of this kingdom, there are a lot of tasks on her plate which aren’t exactly a barrel o’ monkeys. It takes patience and sacrifice.”

“Sacrifice,” Rainbow muttered. “What a stupid word.”

“It’s an important word.”

She shot the caretaker a look. “What’s so great about sacrifice?”

“It’s a sacred thing. There wouldn’t be an Equestria today if not for it. The next time ye chance to open a history book, ponder, sometime, why there are so few alicorns left in the world, or how this harmony came to be. Little is possible without sacrifice. Celestia has learned that well over her millennial reign, and in time, so will you.”

He finished clipping away at the bush and stepped back to admire his work. With a satisfied smile, he laid down his shears and disappeared off to the shed around the corner. He returned with a wheelbarrow a couple minutes later, squeaking and trundling across the lawn to stop in front of the sizable pile of brush. “Would ya mind giving me a hoof with this?” he asked Rainbow.

“Huh? Oh. Sure.”

Rainbow jumped down off the statue and approached the leafy heap. She picked up a few sticks between her teeth and dropped them into the bed of the wheelbarrow. Then she did it a couple more times.

She would have kept right on doing it if the caretaker’s unimpressed look hadn’t stopped her in her tracks.

“Whafft?” she garbled out from around a mouthful of twigs.

“I meant with magic. That horn of yours could take care of this job in two shakes of a lamb’s tail.”

She spat out the foliage. “Huh? Magic? I don’t know any of that mystic mumbo-jumbo. I’ve only had this thing for a couple weeks.”

“Well, I thought—”

“And what’s with the smear against lambs, anyway? Some of my best friends are lambs.”

“Ah, well, forgive me for being so improper,” the caretaker said with a roll of his eyes. “Might want to consider brushing up on your spells. I’ve known enough unicorns in my day to say magic is a useful skill.”

“So how do you want to do this?” Rainbow asked.

The pegasus picked up a branch in his jaws. “The old fashioned way.”

They worked together for the next five minutes, clearing away all the pruned plant-life. When everything was said and done, a veritable jungle of vegetation spilled over the lip of the wheelbarrow. The caretaker took hold of the handles and made ready to cart it away.

“Time for me to go,” he said. “Don’t worry your head. Celestia will be along shortly. Just give her time.”

Rainbow sighed and sat down against the base of the statue. “See ya.”

“Eyes forward, lass. Eyes forward.”

The caretaker gave her another one of his crafty little winks. Then he started on his way back down the garden path, whistling a jaunty tune as he pushed the wheelbarrow along.

Rainbow just kept staring straight ahead, unblinking, expressionless, as he turned the corner and departed out of view. As the sun reached the end of its daily transit, and the amber-tinted grass shifted to hues of gray and violet beneath the darkening sky.

Ten minutes passed. She closed her eyes.

When she opened them again, there was Celestia right in front of her, coming up the same walk the caretaker had just left by. Her multicolored mane streamed off to the side of her in the gentle breeze.

And… And there was something different about her. It took Rainbow a few seconds to figure out what it was.

She was smiling.

Not the strained kind of smile she had put on the other evening when Rainbow ambushed her in her office. Gone was the usual uncertainty, the apprehension, the weakness that Rainbow had come to expect of her and disdain her for. Instead, just an easygoing smile. And a twinkle in her eye that said she was planning something.

“Hello, Rainbow.”

Rainbow gazed up at her with a puzzled look. “What’s up?”

Celestia stopped a short distance away. She leaned down to meet her daughter at eye level. “I’m sorry I took so long. I know how anxious you are to fly. I think I might just be able to do something about that… but if you’ll come with me, I have a little surprise for you first.”

Rainbow perked up. “Surprise? What surprise?”

Celestia just smiled. “Come with me, and I’ll show you.”

“Alright. I’ll play.” Rainbow picked herself up off the ground, cracking her neck back and forth. “Where are we going?”


A mighty gust from her wings kicked up a storm of petals and leaves and blades of grass. Rainbow dug in her hooves and shielded her eyes as the sudden whoosh blew back her mane. The Princess skyrocketed high into the air, up and away.

“Come on!” Celestia shouted from twenty feet above. “What are you waiting for? I thought you were the fastest pony in Equestria!”

Rainbow snorted. “Is that a challenge?”

“It’s more than a challenge!” Celestia smirked. “It’s a race!”

“Oh, it’s on!”

She shot off the ground like a cannon. As soon as her hooves left solid earth, Celestia tore off into the night, pointed toward the lilac towers and twilit rooftops of the castle.

Rainbow took off after her, teeth grit and wings pushed to their limit, powering upward as hard and fast as she could. The graying landscape of the garden spiraled out of view beneath her, and then it was just her and the open sky.

And Celestia.

Far out in front of her, the goddess soared. Not flew, but soared, as if she were riding uphill on an invisible train. Her wings flared out, but she didn’t flap them. Not once. It was like every molecule of air just leapt out of her way to allow her to slip between the streams.

And Rainbow was stuck behind.

She pumped her wings for all she was worth. Celestia’s contrail arced around the golden domes, fifty feet of pastel rainbow blazing through the dark of dusk.

Now sixty feet.

Now seventy.

Rainbow growled and pumped her wings all the harder.

Up was the hardest way to fly, and she was starting to feel it in every muscle of her body. Her lungs heaved, and her heart pounded a drumline in her head, and the wind screamed in her ears, and now she was eighty feet behind, and now she was ninety—

“What’s the matter?” shouted Celestia. “Can’t keep up?”

Anger. Little flashes of anger going off like fireworks before her eyes.

“You wish!” she yelled back. And still she flapped. Faster. Faster.

So what if she couldn’t beat Celestia on the ascent? She’d make up for it on the straightaway. All she needed was a little downward momentum. As soon as she heard the whistle of that mach cone, she’d have the whole thing won. Fifteen seconds of straightaway was all it would take.

Celestia swerved around a corner.

She swore.

Then she followed.

Above the magisterial halls of the throne room, between the tapering towers, they flew, the little fuchsia flags atop every spire painting them a narrow racetrack. This was it. Her straightaway. She could feel the mach cone stirring up, the air pressure whipping against her face—

Celestia swerved again.

Rainbow slammed on the brakes and veered sharp, barely managing to avoid slamming into the observatory dome. She snarled. “You’ve gotta be kidding me!”

And on, they went. Celestia threaded the battlements and looped the turrets and took a hairpin turn every other second, and Rainbow chased her, not quite catching up, but not losing ground anymore, either.

And as they went on, she began to feel something bubbling up inside.

Fun. Exhilaration. Happiness.

And something else.

Something to do with Celestia. Something she hadn’t ever felt before.

Something she didn’t quite know what it was.

They flew around the pointed tip of the West Tower, the whole of the valley laid out beneath while the moon smiled down from the amethyst sky. Celestia still out front, Rainbow not far behind.

And then she saw it.

Sitting on a ledge of the mountain, where the waterfall crashed down from the snow-covered peak. A round marble building, like a miniature Colosseum, tucked away amidst the crags and crevices.

It was the finish line. It had to be.

And Celestia was flying straight for it.

Celestia was flying straight.

Rainbow grinned a devilish grin. She trimmed her wings.

The mountain loomed large, the speed blurred her vision, the scream of the mach cone rang loud, rang shrill, she nosed up, tightened her body, came up fast on Celestia before Celestia even knew what was happening. By the time the goddess realized, it was almost too late, but she kicked it into high gear at the last second, and then they were racing side-by-side, neck-and-neck, down toward the mountain, down toward the finish line. There wasn’t enough distance to pull off a rainboom, but Rainbow knew she was fast enough to win, she just knew it.

Because the only thing Rainbow Dash liked more than flying fast—

They dived in unison toward the open top of the building—


One final burst of speed, and Rainbow pulled out front. They plunged down beneath the marble rim, past the columns and the arches, toward the finish line, toward the floor.

Rainbow’s hooves touched down first.

Not half a second later, Celestia landed beside her. “Oh, my, that’s the most fun I’ve had in ages!” she laughed. “But I have to hand it to you. You won the race fair and square.”

Rainbow panted. “Ha… Ha… You actually… thought you could win?”

“Against Equestria’s best young flyer? Oh no, of course not. I thought I’d give it a try though. You have to admit, I came close.”

“Give it a… few more… centuries… of practice… and you might just… stand a chance… of beating me!”

Rainbow’s legs buckled. She promptly collapsed onto her back.

“Hold on… just gimme a minute… to catch my awesomeness…”

Celestia leaned down. “If you’re winded, a drink from the pool might slake your thirst. It’s fresh, clean, ice-cold mountain runoff. Don’t worry about the animals. It’s enchanted for purity.”

“Pool…? Animals…? What the hay are you—whaaaaa?”

Only then did Rainbow open her eyes to the vast, circular lake which stretched eighty feet from side-to-side, dominating the whole floor of the amphitheater. At least a dozen fountains fed into it, adding their gushing white water to the placid blue. And all around, there were towering trees with trunks that shined like pearls in the moonlight and leaves of every color under the sun.

And there were birds. Hundreds of them. Eagles and hawks and owls and parrots and toucans and sparrows and ospreys and loons and doves. Peacocks strutting across the grass with their tails on full display. Giant pink flamingos with dopey grins balancing one-legged in the water.

Rainbow groaned and climbed back to her hooves again.

“How do you feel?” asked Celestia.

“Like I just dropped into Fluttershy’s dream come true.” She watched in disbelief as a trio of ducks floated up to where they stood on the bank, quacked, and took off laughing amongst themselves. “What is this? Some kind of bird zoo?”

“This is the castle aviary. It’s what I wanted to show you.”

Celestia pursed her lips and whistled. There was a flicker of orange, a shock of flame in the treetops, and then a huge, fiery bird swooped down and landed on Celestia’s hoof. It was—

“Philomena, this is Rainbow Dash. I believe you met before, correct?”

The phoenix flared out her wings in greeting. A plume of fire went up from the tips of her feathers.

Rainbow stared, open-mouthed. “No way.”

“Aren’t you going to say hello to Philomena, Rainbow?”

“Er… Yeah. What’s up, Philomena? Long time no see.”

Philomena cawed a hello.

If the blaze of the phoenix was anything to write home about, the fire that burned in Celestia’s eyes was something even warmer.

“Hold out your arm, Rainbow,” she said.

Rainbow stared up at her suspiciously. “Why?”

“So Philomena can perch on it, of course.”

“What? N-No, I don’t think that’s such a good—”

“Shh, Rainbow. Trust me.”

With trepidation, Rainbow extended her hoof. Philomena opened her wings and took flight, and a burst of hot air washed over Rainbow as the phoenix gave one mighty flap. A second or two later, the fiery bird made the short hop onto her vulnerable, exposed, very-much-not-fire-resistant arm. Rainbow flinched. And then…

Nothing. There was no heat. No pain. No burnination.

“She’s… She’s cool,” Rainbow said.

Philomena flared her wings and preened.

Celestia smiled. “Philomena thanks you for your compliment.”

“No, I mean she’s literally cool. As in, the opposite of hot.”

“Phoenixes only scorch their enemies and those who seek to do them harm. To everypony else, they’re as mild as a daisy.”

Rainbow grinned and sat down at the shore of the pool. She stuck out her other hoof, and Philomena jumped between them, her fiery plumage rustling against her mane. “This is wicked awesome.”

“I’d like you to have her.”

Rainbow stared in disbelief. “What?”

A wisp of sentimentality graced Celestia’s face. She reached out with a delicate hoof and stroked Philomena under her beak. The phoenix gave a soft coo. “Philomena has been my companion for hundreds of years, for countless dozen life cycles. Ever since she was a hatchling, when I saved her from a liontaur in the grim reaches of the Fringe. I arrived too late to rescue her parents—”

Philomena gave a little caw and rubbed her face up against Celestia’s, as if to reassure her. Celestia smiled and closed her eyes.

“—but life goes on. It always does. And over the centuries, Philomena has proven to be the truest of my friends.”

“So where’s the part about me having her come in?”

Celestia chuckled. “That was probably a poor choice of words on my part. Philomena isn’t a possession to be had. She has a life and a family of her own. But I would like for her to become your companion, just as she has been mine. When you leave Canterlot, let her go with you. When you fly, let her fly by your side.

“This, I ask of you, Rainbow. It’s my only request. I don’t wish to keep you from flying and pursuing your dreams. But with Philomena by your side, at least I’ll know that you’re safe.”

Rainbow was at a loss for words. “I… I don’t…”

“Promise me you won’t fly alone without Philomena with you.”

“Y-Yeah. Of course,” Rainbow said. Then, seconds later, “What’s going on? Does this have anything to do with that thing Twi and me dropped in on earlier this afternoon? That big conference with Princess Luna and all those other ponies?”

“Do you know how to whistle, Rainbow?”

Rainbow blinked. “What? I… yeah, I know how to whistle. But what’s that got to do with—”

“If you ever want to call Philomena, just put your hoof between your lips and blow. Like this.”

Celestia demonstrated. A sonorous note rang forth, golden and pure. At the sound of the note, Philomena stirred on Rainbow’s hoof and gazed at the Princess expectantly.

“She’ll hear you from anywhere in the world, and she’ll come as fast as she’s able to. That’s another aspect of phoenix magic.”

“But what about—”

“Shh. Now you try.”

A trickle of annoyance seeped through the cracks in Rainbow’s poker face. She did as Celestia said and blew a whistle. Once again, the phoenix stirred, staring at her with a deadpan expression, which Rainbow figured probably translated to something like, ‘Really? Did you really just whistle at me from two feet away? I can hear you any place on earth. What the hay are you bothering me for?

She cracked a wry grin. “I hear you, buddy.”

“Promise me you won’t go flying without Philomena.”

Rainbow frowned. “I already did.”

“Promise me, Rainbow!”

“I promise! I promise, already! Jeeze!”

Celestia’s hard gaze relented. “Then fly high, Rainbow Dash. Fly high, and may the winds be at your back. Fly high, and make every second you have on this earth matter.”

She stared off into the heavens. The moon caught her eye, sliding out from behind a ghost of a cloud, and a dark look fell over her face.

“Because there’s no way to know what tomorrow will bring.”




Tuesday morning was well underway in Lower Manehattan.

From the sparkling blue waters of the East River to the banks of the Studson, rimmed with piers, like rows of teeth, and from there out to the harbor, where the steamboats chugged across the bay to the tempo of paddle wheel splashes and belches of white. From the forested walks of Central Park, where the sophisticates were already a-stroll in their finest top hats and monocles, reveling in the chance to see—and be seen by—their fellow emissaries of the urban elite; to the gargantuan constructs of girders and rebar, rising upward from the quaint dwellings of yesteryear to challenge the pegasi’s dominion over the sky.

And Tuesday morning was well underway atop the Equestrian State Building, where no fewer than a hundred officers of the Royal Guard and the Manehattan Police Department stood gathered. All of them had their eyes fixated on the downtown city streets.

Lording over them, imperious and tall, was Tristar. As he paced back and forth along the rim of the antenna spire, looking down on the troops at his command, a tide of scorn seemed to roll off of him with every bold stride and gallant toss of his mane.

The tension was thick enough to cut with a knife.

Rumors had filtered down the ranks, of course. Rumors of an unseen peril, cloaked in darkness, building in the underworld day by day, as fast and intangible as the shadows it inhabited. Even the lowliest grunts, too pathetic and ignoble to be briefed, had insight enough to glean a sliver of the dread which gripped the hearts of their superiors.

Yet nothing had happened. As the morning sun crested the pinnacles and rooftops in the east and shined down upon the city, all was peaceful in Lower Manehattan.

It was… just another Tuesday morning.

Tristar glared through a pair of binoculars. Far off in the distance, on a remote construction site, a company of hardhatted construction ponies were slaving away, swarming over the skeletal frame of a skyscraper like insects over fresh-picked red bone.

“Captain Tristar, sir,” one of the police lieutenants addressed him.

Tristar growled and lowered the binoculars. “What is it?”

“It just turned nine-thirty, sir.”


“And… And you asked to be notified every half hour, sir.”

“I know what I asked. Do you think you need to inform me of my own orders?” Tristar snarled.

“I—no, Captain Tristar, sir, I don’t think—”

“Precisely. You don’t think. Now shut up, fool, and let me do my job.”

Tristar turned on his hoof and stormed away.

Nine-thirty meant it was report-in time. An unfortunate necessity, as it meant he had to interact with that moron, Sage Whitehoof. Tristar shot a withering glance at the uppermost rooftop platform, where the old fool was “hard at work” talking to Princess Celestia. Damn his eyes.

He approached the metal stairway that led up to them, then stopped at the foot of it, surveying it with disdain. With another proud toss of his head, he opened his wings and gave them a mighty flap, took to the air, and landed lightly beside the Princess and… that other stallion.

Tristar immediately fell into a bow. “Princess Celestia.”

“Arise, Captain,” said Celestia. “We haven’t time for such formalities.”

“Of course, Your Majesty. Forgive my interruption, but the half hour has arrived, and we require the magical ability of this… wizard… to make the rounds.”

Tristar’s contempt was thinly masked, but Sage just smiled right on back at him with a twinkle in those silver eyes. “Certainly. This wizard is happy to help in any way he can. Your Majesty?”

Celestia nodded. “Proceed.”

Sage’s horn crackled. In a flash of light, he conjured up a crystal ball atop a little onyx pedestal.

“Behold. My preferred method of communication. Simply think of the pony you wish to commune with, and you will be able to speak to them. The crystal is tuned to the diviner’s thoughts.”

Tristar eyed the crystal ball warily. “Black magic…” he muttered.

“What was that?”


With a sigh of resignation, he shut his eyes and formed the picture of another stallion in his mind—Otto, his trusted deputy, who was heading the detachment at the southern tip of the island. Taking a second to clear his throat, he spoke loudly and clearly into the crystal ball.

“Otto. Otto Bravemane. Come in, Otto.”

He puffed out his cheeks, pouring all his thought and concentration into keeping the image in his head. After several seconds had passed and there was still no reply from the crystal ball, he cracked open one eye—and was enraged to see Sage smirking at him.

“You have to touch it first, Captain.”

“Why, you—!”

“Gentlecolts, please! We don’t have time for this,” said Celestia.

Tristar slammed his hoof down on the crystal ball. “Otto Bravemane, report in. Now!”

The orb gave a chirp of static, and then a voice resonated forth.

Captain Tristar? Is that you?

“Of course it is! Issue your report!”

Yes sir, Captain. Trottery Park reporting. It’s a beautiful day out here. Castle Garden is open, and the boats are streaming in. There’s a few civvies out and about. Street vendors setting up shop, mostly, and a couple tourists here and there. Nothing suspicious. It really is a beautiful day—

Tristar scowled. “Enough! Statue of Harmony, report in!”

“Statue of Harmony here. All’s well on the harbor. Seven tour groups so far this morning. A lot of families. A few school field trips. We’re keeping a close eye on the kids, but so far, nothing out of the ordinary. We had some barges go up the river, but they all had the proper paperwork—”

“Manehattan Stock Exchange, report in!”

A new voice came over the line, accompanied by a cacophony of loud shouts and deafening clicking noises: “Reporting in. The stock market just opened, and it’s, uh, a little on the loud side here. Can you hear me alright? I’ve got nothing to report—it’s all business as usual here—

Tristar went down the list, from Broadneigh to Pony Island. They all checked in okay. By the time the last squadron sounded off, it was almost ten, and the Captain of the Guard was thoroughly bemused.

Narrowing eyes joined forces with a contemptuous sneer as he gazed down upon the city. “Where the hell are they?”




The train screamed through a pitch-black tunnel. A bullet in the dark.

On board, the electric lights were out. Hundreds of candles burned in their stead, casting withering fingers of orange across the cabin. Hidden in the murk, barely visible, the faceless forms of a dozen and one cloaked figures cut a terrifying profile.

A dozen and one cloaked figures… plus one more.

The fourteenth loomed larger than the rest. What precious little light there was seemed to pass right through him, as though he were a spectre or a wraith. As he glided down the aisle, his hooves never quite touching the floor, the thirteen fanned around him like a sinister honor guard.

“My friends. The moment is upon us.”

He spoke in a rasping voice which was neither loud nor soft, neither male nor female, but stretched each sentence to its fullest, as if every last word and syllable were laden with a secret diabolical meaning.




“Princess, are you certain of the information you were told regarding this attack?” Tristar asked. “Is there any chance you may have erred? Or that the intel has been compromised?”

Celestia regarded him with frost in her eyes. “Are you certain the sun will rise tomorrow, Captain? Are you certain that when you wake up in the morning beside your loving wife, there will still be an Equestria for you to enjoy? And that your children, when they are roused from their beds, will be able to venture outside and play in the warmth of the day, without fear, under the blessings of freedom and protection which I have provided for a thousand years, without fail?”

Tristar flinched. “I… of course I’m certain, Your Majesty.”

“Then do not ask me whether I have erred, Tristar. I have neither the time nor the inclination to justify myself to you. I looked into Benedict’s eyes when she told me everything she knew. I saw the loyalty there. The honesty. Suffice it to say, the information is trustworthy.”




“Celestia believes her inquisitions have borne fruit. That her mongrel dogs remain loyal to her. Even now, the usurper stands on high, peering down at the city with dread, awaiting the disaster our agent in the North five days ago foretold to her. The same disaster you thirteen martyrs will wreak upon her head.”

The train gave a lurch as it flew around a bend, causing several of the cloaked ponies to lose their balance. The phantom did not falter. Did not sway. Did not so much as twitch.

He looked to the nearest disciple. “Bedlam. I confer upon you the rite of voice. You alone may speak in the name of the Goddess.”

“Shadow. If Celestia is here, we have no hope. She will stop us.”

“She will. But not before you have carried out Our Lady’s will.”

Bedlam lowered his head in reverence. “What does the Goddess will of us, that we may do Her bidding?”

The Shadow fell silent. He didn’t speak again for a long time.




“Forgive me, Your Majesty,” said Tristar, bowing low again—even as a maelstrom of indignation churned behind his purple eyes. “I should not have been so presumptuous. I only meant to clarify. The hour grows late, and my guards are growing restless—”

“They’re my guards first, Tristar, and yours third. Sage Whitehoof is in command of this operation. You are here to render support in any way he deems appropriate.”

Tristar’s eyes thinned at the sight of the elder unicorn, still with that same damn smile on his face, whimsical and infuriating as ever. “Then—if I may—perhaps the wizard has some advice as to what our next course of action should be.”

“Patience, my friend,” said Sage. “All of our pieces are in place, but it isn’t for us to make the first move. Be at peace. Your valiant heart will be tested soon enough.”

“And where is Princess Luna on this fine morning?” Tristar asked. He directed his sweltering glare down upon the city again. “I was under the impression she would be joining us.”

A tiredness crept back into Celestia’s countenance. “It would appear she won’t be.”

“Pity. Luna is the one pony who might actually be able to quash these insurrectionists. If she were here—”

“Please, Captain. For once in your life, hold your tongue.”

“Who better to understand what they aim to achieve?” Tristar asked. “Their goals, their ambitions—”




“To be the harbingers of Her return,” the Shadow finally said.

He approached the front of the coach, this shade within a shade, and then he stopped, turned, and looked back on the others, his face hidden beneath his long, black cowl.

“To send a message. To Celestia, and to all ponies, everywhere. That the cancerous spread of the light across these stolen lands will be met by fire… That their cities, their churches, their filthy little homes will burn… burn… all of them… burn…”

The Shadow floated back down the center aisle, pausing to shed his malevolent gaze over each cultist in turn.

“Go forth. In the name of the Goddess.”

The darkness itself folded in upon the Shadow’s levitating form, and just like that, he vanished into the ether.




Grand Central Station.

The transit hub of Lower Manehattan and a breathtaking monument in its own right. As the sun’s golden rays poured through the tall, arched windows and melted on those honeyed walls, a hundred ponies shuffled through the main concourse, bound for destinations near and far.

The terminal glowed with warmth and life.

A lavender-maned white filly bounced through the crowd with stars in her eyes, barely able to keep a lid on her excitement. “Wow! This place is cool!” she exclaimed.

A skip and three hops behind her, a white stallion in a Hawaiian shirt grinned out from beneath the brim of his straw hat. “Hurry along there, Sweetie Belle! Doncha know we’ve got a train to catch and we don’t want to miss it, yeah?”

“Sure thing, Dad! Hey, what are we gonna do next?”

“Gee, we’ve been out all morning, haven’t we? Maybe we should head on back to the hotel. Your mother’s probably wondering where we are.”


“Hey, don’t look so down in the dumps! We’ll get your mom, grab a bite to eat, and then we’ll find something fun to do. I’ve always wanted to see that there big statue out in the water, eh? Maybe we can give that a looksee. Whaddaya say?”

“Cool! I can’t wait to tell Applebloom and Scootaloo all about—”

A shout went up from somepony on the platform, which was quickly drowned out by the banshee screech of steel wheels against steel tracks. Seconds later, a noise like a thunderclap shook the walls and rained dust down from the ceiling.

Terror ripped through the crowd in waves. The ponies nearest to the center of the commotion turned and ran screaming, while those farther back looked on with nervous confusion.

Sweetie Belle edged closer to her father. “Dad, what’s going on?”

“I don’t know, but stay behind me, okay?”

She did. Curiosity sank its teeth into her, though, and she peeked out around her dad in spite of herself, squinting through the fleeing masses.

The crowd pulled back to reveal thirteen figures cloaked in red. They filed through the door with their cowls drawn over their faces. What was left of the train platform smoldered behind them, cast in rubble, bleeding black columns of smoke.

Sweetie Belle tugged on her father’s leg. “Dad, what are they—”

The cloaked pony out in front turned his horn on the ticket booth.

A jet black ray shot out.

The four-faced golden clock exploded in a molten ball of fire.

And the crowd screamed all the louder.


Sweetie Belle felt her father’s warm muzzle press against the nape of her neck, felt him grab her by the scruff, and the next thing she knew, he tossed her through the air, she landed on his back,  and then they were galloping off together, her hooves wrapped tightly around him. Another salvo of explosions rocked the building, shattered windows, rained down shards, and she screamed as a vicious fang of glass bit into her shoulder, drawing a rivulet of blood, but nopony heard her, her voice was lost in the uproar.

The chandeliers were the next to go, the little lightbulbs bursting one after the other in rapid succession, filling the air with a shower of orange sparks and a POP-POP-POP! as they went off again and again and again, and when the sparks went out, the place was dark, the windows the only source of illumination, and even they seemed dimmed, as if a smothering black curtain had been drawn around the building, blotting out the light of the sun.

Then the Equestrian flag hung over the concourse went up in flames, the circle-bound image of Celestia and Luna winding their course around the sun and moon shriveled, turned black, and fell from its mount on the ceiling, giving birth to a bonfire in the center of the room.

Suddenly, it wasn’t difficult to see anymore.

But it wasn’t any easier to breathe. Sweetie Belle squeezed her eyes shut and coughed into her daddy’s mane, the smoke burning the back of her throat…

She felt the push of inertia as her father skidded to a stop. A hundred scared ponies were piled up in front of the exit, pushing and shoving and screaming for their lives.

Sweetie Belle and her father made then one-hundred and two.


Another black ray erupted from the cultist’s horn.

The doors slammed closed.

Then everything exploded.

The bottom fell out, the world upended, her iron grip turned to sand and slipped away, there was a bright light, a blinding flash, one moment there were screams, and the next, just a loud ringing, she felt the tongues of the flame against her hooves, the scalding sting of hot gasses upon her face, and when she opened her eyes, she saw a dozen ponies silhouetted against the orange plume, and when she closed them again, all she could see were the faces of her mother, her father, her sister, making capes for the Cutie Mark Crusaders, winning first prize for the comedy act at the school talent show, running alongside Rarity at the Sisterhooves Soc—

She hit the ground with a thud.

Her vision went black, but the world kept spinning. Twenty-five feet later, she rolled to a stop. A gasp escaped her lips, interwoven with fear, pain, shock, and something more.

“R-Rarity,” she choked out. “Mommy… Daddy… Rarity… help…”

She opened her eyes.

Five feet away, a white stallion lay face-down, motionless. A wisp of smoke curled upward from his smoldering shirt and the charred remains of his hat.

She tried to stand up, tried to crawl to him, but a shooting pain in her ribs put an end to that. She reached out to him in vain. “Daddy…”

Then a shadow fell over her.

Sweetie Belle had never known true terror until that moment, when she looked up into the faceless visage of the cultist. Her blood ran cold, her muscles froze, she couldn’t run, she couldn’t look away. She just lay there, shaking, powerless, afraid.

The last thing she felt was his hoof slamming into her chest, punting her away like a football.

And the last thing she heard before sweet, merciful unconsciousness finally claimed her was his voice, dripping with malice.



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