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The Midnight Run

by Midnight Shadow

an MLP:FiM fanfic

“So,” asked Twilight, chewing thoughtfully on the clover leaves and swallowing before speaking again, "this lunch was nice and all, but what did you really want to talk to me about?”

“Weee-eelll sugar, we... kinda have this thing we do.”

“A ‘thing’?” asked Twilight, raising an eyebrow.

“Yeah. At night.”

Twilight grinned suddenly, “I didn’t think you were in to that sort of thing...

Applejack blinked, opened her mouth, closed it again, and then laughed, “That’s not what I mean, Twi, and you durn well know it!”

“Well, explain ‘thing’ then.” Twilight laughed too, sipping a drink of water to hide her mirth.

“It’s not really something we should discuss in public like this, I wrote it all down in a letter, here,” Applejack hoofed over a sealed envelope, glancing surreptitiously side to side as she did.

“Why all the secrecy?”

“It’s kind of... kind of the sort of thing you don’t talk about,” mumbled Applejack, almost under her breath.

“This is nothing illegal, is it?” Twilight’s eyes went wide and her ears pricked forwards - what in Equestria was her friend talking about?

“Oh no, no, nothing like that... it’s just... kinda special. Kinda private.”

“But it’s not...?” Twilight did her best to mime with hoof-gestures certain lewd activities.

“No! Oh gosh no. You were... remember you were talkin’ ‘bout the magic of friendship? And wantin’ ta know more? Special ways we has here of being friends?”

“You’re sounding more suspicious with every word, AJ, spit it out, can’t you?”

“We go for a run, okay?” blurted the orange earth-pony, like it was a confession.

“A what?” Twilight’s blunt retort was full of sarcasm.

“A run. We run. Together,” explained Applejack, flustered, almost pained to be opening her muzzle.

“We? We who?”

“No, no, you don’t ask names. You know me, that’s enough. It’s always one who invites - but it’s the herd that decides.”

“The herd?”

“The herd. I can’t explain it, Twi, not really. You just... you just follow them instructions in that there letter, be where it says, when it says, how it says, and we’ll see what happens. I can’t promise nothin’, but let me say this - if you open yer heart to the herd, if you git yerself in touch with your inner earth-pony, the herd will accept you.”

“You make it sound like a cult.”

“T’ain’t no cult, Twi. T’ain’t nothin’ like that - but you gotta follow the rules.”

“The rules?”

“They’re all in that there letter, but the biggest is no magic. T’ain’t like tradition and Winter Wrap-Up, this is serious.”

“And you were fuming with me for weeks after Winter Wrap-Up,” said Twilight, with a little worried smile.

“Uh, just one thing tho' sugar - you aren’t...?

“Aren’t what?”

“Uh... how do I put this? Aren’t having that time of the year no more?”

“AJ! What in Equestria...

“Jes askin’, Twi, t’ain’t about that, but things has been known to get a little... intense at times.”

Twilight looked down at the sealed envelope, what had she got herself in to?


Later that evening, Twilight was reading the letter. She’d almost left it too late - by the instructions in the letter she had to be at the pond near Fluttershy’s cottage, on the East side, before midnight. It said not to tell anypony - and that included non-ponies like Spike and Owlysious - and to come au naturelle. Ponies don’t wear much clothing, but Twilight couldn’t see the harm in wearing a neck-strap bag. It was an old one, quite worn, but she loaded it up with the letter and the map.

“Better safe than sorry,” she said to herself, as she trotted out the door.

The journey to the allotted place was uneventful. As she passed through the darkened, empty streets, she realized that this night was the vernal equinox. High up above was a bright full moon hanging in the clear skies. As her eyes adjusted to the gloom, it occured to her how strange and alien the perfectly safe and sane Ponyville looked at night. Somehow primal and primitive.

It was still warm, at the back-end of summer, but soon winter would be approaching once more and in a few short months the ground would be frozen and white. There was a certain bite in the air and she realized her breath was steaming, as were her flanks.

She snapped out of her reverie as she neared the pond. In the monochrome fuzzy semi-darkness, she could see indistinct shapes dotted across the clearing. They were ponies.

“Hello, everypon-” she began, but there was a terrifying whinny from one of the locals that made her stop.


Another whinny, this time with an accompanying snort and shake of a head.

This is strange, thought Twilight to herself, o-kay... no talking.

Twilight resolved to play this strange little game. She would apply her intellect - if they wanted to play some strange mute game, she would play along. She trotted into the group, looking around her. The ponies mostly ignored her. She realized she didn’t recognize any of them - there was a white unicorn with what looked like a black mane, but it was very, very hard to tell in the darkness. It couldn’t have been purple, because Rarity would never get herself that filthy. There was a large stallion - he too looked black in the half-light. He was huge, a hulking monster, and he stamped and snorted, tossing his head to and fro as she passed. He didn’t seem to like her, she wondered where he came from. Were all these ponies from out of town? Which town?

A - she looked lime-green but colours were deceptive if not elusive - a lime-green unicorn bent her head and cropped the grass, she too was dusty and dirty, sweaty, and marked with grime. A cream-coloured earth-pony idly chewed the unicorn’s mane in a friendly grooming session. They snorted and bucked as she approached, angrily pawing the ground with a forehoof. Stay away, said the silent command. Twilight obliged.

What is this? This is... this doesn’t make any sense, she wailed to herself, these ponies are all crazy!

Suddenly there was a proverbial light at the end of the tunnel. An orange earth-pony, long blonde mane and tail, stood proudly under an apple tree, gazing up at the stars.

Applejack! thought Twilight to herself, and she raced up the hill to her friend. At least it had looked like her friend; Applejack usually had her hair done up in braids, this whirling fierce creature - this alpha mare - had a wild unkempt mane and tail that whipped around freely in the cool night air as she spun and kicked, snorting and neighing aggressively.

Twilight backed up, but felt her rump hit the tree. The not-Applejack tore into her and snapped teeth... not around her neck nor to tear into her flesh, but at the bag-strap. With a fierce intensity and mad, rolling eyes, the spectre of equine power and drive ripped the offending article off of Twilight and threw it to the ground, where she attacked it like it was a wild animal. After dealing with the bag, the enraged pony turned on Twilight and reared up, kicking her legs, splaying her ears back and neighing in a guttural roar that sent Twilight packing. As she ran, terrified, through the herd she found herself harried and kicked and bitten until she finally plunged almost headfirst into the lake where she sank beneath the surface, tripping - head, hooves and flank dug into the fetid bottom.

When she pulled herself up, spluttering and breathing hard, the herd had quietened down and the assorted ponies were once again chewing grass, grooming or just standing. She staggered out of the pond, stinking of mud and covered in algae, to collapse on the bank. She lay there for several minutes, just breathing, getting herself back together and trying to work out what was going on. None of this made any sense!

Hot breath on her neck.

She raised her head fearfully, but the gesture was friendly. A young mare, several years her junior, had taken an interest. She lifted her head and looked at the pony inquisitively. The pony mirrored the move, and they stopped there for a few seconds, breathing each other’s breath before the younger squealed and snorted, tossing her head up and down. Come. said the command.

Twilight got up.

Again the pony squealed and whickered, tossing her head. Come, this way, with me.

Twilight followed. She trotted through the group, her tail held high and ready for aggressive behaviour, eyes rolling slightly as she sought to keep everypony in view. Her escort stopped. She stopped. Her escort turned around and faced her. Twilight watched, befuddled, as the young mare bent to crop grass. She came up with a few blades of grass in her muzzle, and chewed methodically. Twilight watched, as the earth-pony repeated the gesture. The pony dropped her head, snorted and muttered in a low-derisory tone that said why don’t you eat and cropped some more. Twilight did as she was bid. She didn’t normally eat grass straight off the root, it wasn’t really done in Canterlot... but for some reason tonight, the grass tasted heavenly, like fine wine. It was slick with dew, it had been trampled on by hoof, splashed with mud... and yet it tasted divine.

What did it mean?

She was still half-off in reverie when she felt a few tentative bites at her mane and neck. The mare was grooming her! She’d read about this - in olden times, before magic, before the devices they now had, ponies would groom each other with their mouths. She snorted and whinnied slightly at the shock, but soon sank into a kind of blissful slumber as the strange pony - her new friend perhaps? No, herd-mate, that was the feeling - saw to the tangles and mess. Instinctively she reached out her own muzzle and took a bite of the pony. She chewed, much like she would chew grass, and felt the knots and detritus. She filtered it out with her lips and teeth, and bit again and again, nipping and grinding and working at the mane and the neck of the pony in that strange, sensual, close kind of massage that only a pony could give and mutually enjoy.

Finally she stopped. She was surrounded by ponies on all sides. The herd was complete as the last few members arrived and took their positions loosely situated in the group. She could almost feel it, they accepted her. This must be what Applejack meant, Twilight thought to herself, the herd had to accept me. And it had. The herd was a strange eclectic group of ponies - young and old, male and female. There were unicorns, she noticed, but no pegasi. She wondered idly whether there was anything deliberate about that, but reasoned it was probably because not using magic was the usual state of affairs even for unicorns, but not using wings for a pegasus was rather more abnormal.

There was a commotion - at once the herd was alert and ready. A hundred heads came up, a hundred pairs of ears and ears searched for the intrusion or the predator. There didn’t seem to be anything, but whatever it had been, it was enough. With a rumble of thunder and the distinct sound of hooves hitting the ground, the herd moved off, taking Twilight with it.

The run was wild, the run was free. The herd surged over hills and swarmed down into valleys, moving as one. This was like the running of the leaves, she realized, that they’d had a few short weeks ago, but this time there was no competition. There was only the herd.

She’d been talking to Applejack before the running of the leaves, and Applejack had waxed philosophical on what it meant to be an earth pony.

“T’ain’t right none that some o’ you unicorns go ’round sayin’ we ain’t got no magic, Twi. T’ain’t like that at all.” AJ had said.

“Oh, I know,” Twilight had said, “I read all about it in the libraries of Canterlot. Unicorns like myself, we can channel and use raw magic for all sorts of uses, but we’re far from being the only magical beings in Equestria.”

“You say that, but I don’t quite think you understand it.’

“I understand it quite well, thank you!” she’d said, huffing, but AJ had motioned her to calm down.

“T’ain’t like that neither, Twi - it’s that you’re a unicorn. You spend all yer time in yer own head. Take Rainbow Dash - she’s a mite bigger’n a bird, but she can fly right nice.”

“Pegasus ponies can also make other things in their vicinity light enough to fly.”

“That right there is pegasus magic, Twilight,” Applejack had said around a sarsaparilla, “they have the magic o’the air in their bones. We earth ponies, we’ve got the magic o’the earth.”

“What’s that mean?” Twilight had asked.

“I may get to show you, one day soon.” the earth-pony had said.

Twilight closed her eyes, remembering, as she felt oft-unused muscles strain under her hide with the exertion. After the running of the leaves, Applejack had come back to her, and tried to explain.

“it’s like... we’re a part of the earth, Twilight,” Applejack had said, “we can feel the movement of the seasons beneath our hooves. It’s earth ponies that made those leaves fall, with earth-pony magic. We pull the world along as much as those pegasi kick clouds about the sky. Y’all got it too, we all do, but it’s easier for an earth-pony to feel it.”

Twilight hadn’t known what to say, “What do you mean? You cast a spell? With your body?”

Applejack had shook her head, “Oh no, we ARE the spell. With every beat of our hooves, we move the earth. With every breath of our bodies, we fuel the wind... and when we die, we go back to the earth, to grow the plants to feed the animals.”

Twilight had sipped her sarsaparilla in silence and Applejack had moved on, leaving a confused unicorn behind her. But now... Twilight stilled her mind as she galloped. Around her thundered the herd. She could reach out with her magic, if she chose, but she remembered AJ’s strict, stern admonishment. No magic!

Instead she turned her attention first inwards, and then outwards. She felt the earth beneath her hooves, she felt her herd-mates all around her, their every muscle twitch, their every direction change, every tail-flick. She could almost... the herd was larger than she was. She was a pony, but she was a part of the herd, one among many, a part of a greater... whole...

Her mind exploded outwards in a flurry of light and sound. Suddenly she wasn’t a part of the herd, she was the herd. Hundreds of hooves, tails, legs, manes - the herd moved as one. Fierce, joyful, proud - it ate up the miles beneath it as it moved on it’s own course towards its own destination for its own reasons.

She could feel it now, Twilight could feel the whole of the earth beneath her hooves, like pinpricks of light bouncing from each touch and expanding in concentric circles. The interplay of staccato impacts lit the topology of her mind in a fiery blaze of majesty as she felt the herd become one with the cosmos. It wasn’t the herd that moved, but the earth itself. She felt the world turn beneath her, dragging a billion-year being through space with the most gentle of touches, easing it in a familiar passage from summer to autumn to winter, and finally to spring again. The world turned, and she turned with it.

With the wind in her mane and the stars in her eyes, she exulted in the freedom of just being a pony. Her mind calmed, expanded, as she gave up her sense of self to the herd without a second thought. They thundered onwards through the night, moving the land in an ancient dance that was as old as time itself and would continue until there were no more hooves to strike the ground, until there were no more herds and world grew silent.


When the herd stopped, it was at the lake again. The unicorn stampeded through her herd-mates to the water, where she dropped her head and drank. The water was muddy and tasted of sweat and pony, but it was the best drink she’d ever had. When she’d had her fill, she turned back to the bank and trotted through the massed bodies until she found a comfortable spot. There were ponies all around her. Her herd. She felt safe.

The feeling was going now, that strange feeling of belonging, as more and more of the herd left. Finally it was just her and a few stragglers. Her original, first herd-mate trotted up and sniffed her hind-quarters and flank, seemingly checking and apparently finding satisfaction. She squealed and about-turned, galloping off.

Twilight watched her go in silence, and then headed home herself. She would need a bath, some clothes - to brush her hair... to do the normal sorts of things that civilized ponies did. But maybe, just maybe, she would come out on further nights, under the moon, to run wild and free.


Twilight stared at the letter as the sun came up. She’d spent all night on it.

Dear Princess Celestia,

I learned tonight that friendship is something deep inside of us all. We need friends, good friends, in a way more intimate and primal than I could ever have suspected. The midnight run, as my friends called it, has shown me something that is the closest thing to “sacred” that I have ever found - it’s not friendship in the current meaning of the word, but something much stronger. A bond. I can’t let them down. That’s why you’ll never read this.

Your favourite pupil,

Twilight Sparkle.

She rolled the letter neatly up into a bundle and then held it with her magic over the candle, watching it in silence as the flames devoured it.