Sorry this took so long guys, but I wanted to go see Equestria Girls first before continuing the fanfic so that the plots don't clash. Also, this chapter is unedited like the last one, so I apologize if you see any errors from here on out.

Chapter 3: The Princess and the Dragon

Midnight gazed out the window of the train and complained about how she missed the first train and had to catch another one, meaning that by the time she got to town the sun would be high and the weather would be unpleasant. "And I decided to wear a thick cloak today, too," she said to her own reflection in the window.

Ebon was sleeping inside her cloak. He was used to the heat due to all the hot nights sleeping in his owner's cramped room. She tried not to stir too much to wake him. He was also used to her recent quarrels in the middle of the night, so her talking to herself didn't disturb him at all. She ignored all the other ponies and mythical creatures on the train and remembered when she told Luna that she needed a week of peace.

"I will grant you this request," Luna said.

"Thank you, Princess." Midnight turned and her horn glowed with navy blue magic. A pile of books floated off the shelves and went toward her desk. She wasn't going to do anything; she just wanted to make it look good until Luna left the room. As she was about to say something she felt a slight shift and quickly turned to find one of Luna's hooves hovering over the floor, ready to stomp and turn the room into a dream scene. She knew Luna was about to conjure up and illusion and a blast of magic went from her horn to the floor in front of Luna.

"Well, done," said the princess.

"Ha! I knew you were going to put me to sleep and have me go through another training session. But why now?"

"I had thought that we would undergo one last session before I leave you for a week."

Midnight felt glad that Luna cared so much about her studies. "That's very kind of you, Princess, but it almost felt like a prank."

"A what?"

"You know, the things you do to scare ponies on Nightmare Night."

"Oh, yes."

"Have you thought about pranking Celestia?"

"My sister?" she thought for a moment. "No, I should say I have not."

"Well, I've heard her tell stories of when she pranks ponies. Someone should get her back." She smiled playfully and winked at Luna.

Luna didn't say anything. Instead, she walked out of Midnight's room and didn't come back. Midnight thought that her departure was bittersweet, but at least she could finally get to her real studies.

She broke out of her memory when Ebon shifted and handed her a letter that he was sleeping on. He went back in the cloak when she took it. "I forgot this was in here," she said. She checked the date and the letter was sent to her last week. She decided to open it and was surprised at what she read.

Dear Midnight Shimmer,

We haven't spoken since we were fillies, since the day I dropped out of Princess Celestia's school and became and ex-student. You're probably wondering why you're getting a letter from me out of everyone else in the family and at such a random time. Well, forget about that for now! I just wrote this to confess. I used to tease you when we were little because I learned spells faster and told you how you would never become a star-student like me. Remember? I'm sorry I did that. I was just so proud that I learned so many things from Celestia so quickly. After what I just went through (I'll tell you about that later) I finally understand now. You're probably upset that Celestia enrolled Twilight Sparkle when you were still there and probably felt hatred for her. If you haven't met Twilight Sparkle yet and you're still mad, then I would advise that you stop and think about this. Twilight is not a bad pony and I think you should get along with her. I know that's unexpected and random from me, but deal with it! Like I said, I went through a lot. By the way, I plan on coming home. So, look out for me sometime soon. I want to start over between us.

Your cousin,

Sunset Shimmer

Midnight felt like tearing up the letter and letting its shredded pieces flow in the wind and disappear. Even a family member she barely grew up with was telling her that Twilight Sparkle was not a bad pony. But, her mind was set and nothing was going to stop her from what she was planning to do. She already made it this far. Yet, she thought about her cousin and how she must have been gone for years. Coming back would not be easy and she would need somepony to make her feel at home when she returned. "No one else from the Shimmer family ever wrote back," Midnight murmured to herself as she used magic to transport the letter to someplace in her room at the castle.

The train finally came to a stop, but she didn't leave until most of the ponies were gone. She pulled down her hood, but kept the cloak on. If she kept it up all day not only would it be hotter, but ponies would think of her as suspicious.

As she got off the train the heat got to her. She hadn't been outside for a very long time, and the heat was worse than in her room at Canterlot. She looked around and all the other ponies looked fine. "I need a drink."

As soon as she said that, she realized that she was in Ponyville and didn't know her way around. She left the train station and walked until she saw a tall building that caught her attention. She thought it was strange to have a building with a cupcake and three candles at its peak. When she went inside she saw masses of ponies clumped in the building. She didn't know what was going on, but two older ponies – a blue one and a yellow one – were behind a counter, preparing desserts.

She waited in line and told Ebon to stay down and not cause a distraction. Being inside the building was a bit cooler and she let some air flow around her mane and neck. When it was her turn, the blue pony asked her in a sweet voice, "Welcome to Sugarcube Corner. How may I help you, dear?"

"I just want some water, please," she said as she wiped some sweat off her face.

"Oh, dear, with all the ponies in here the heat has gone up. Are you sure you won't take your cloak off?"

"I come from a far and travelers usually wear this."

"Ponies from all over Equestria came yesterday and today to see the new Princess Twilight Sparkle return from the Crystal Empire. You're the first I've seen to wear that."

She blinked. "Twilight Sparkle? Where is she now? I came to see her, too."

"Oh, she should be at the library, but there's a huge line and…"

At the mention of Twilight Sparkle's location, Midnight ran from her place in line. She galloped out of Sugarcube Corner as the blue pony called out, "Wait, what about your water?"

Midnight kept running until she bumped into a pony taller than her. He looked down at her and scowled. "Hey, no cuts."

She looked around and saw a long line extending from one end of town to a giant tree in the middle of town. She assumed it was the library where Twilight Sparkle was stationed. She dashed alongside the line, ignoring all the ponies who complained about her cutting. She didn't want to hear their complaints and ran faster. She ran until her hood flew back. She gasped and quickly put it back on using her magic. She felt something fly off her back and thought it was just the wind flowing past her. She finally got to the front of the line where two castle guards were at the doorway. She recognized both guards and skidded to a stop in front of them. She panted, "I request a meeting with the Princess."

The two guards looked at her until one of them said, "Where have I seen you before?"

"That's Midnight Shimmer, Princess Luna's apprentice," the other guard said. "I've seen her walk around during the night shifts sometimes. She's not supposed to leave Canterlot Castle."

"I'm here because I have a message for Princess Twilight Sparkle."

The guards were silent. They helped two ponies out of the library and let a family of four walk in before speaking to her again. "What does Princess Luna have to say to Princess Twilight Sparkle?"

"That is something that should only be shared between princesses. I am merely the messenger."

"The Princess could have sent a letter. There's no need for messengers anymore."

"Then there must be a very good reason why I was sent."

As the family of four ponies left the library, the guards nodded at each other. One of them went in to see a stressful Twilight Sparkle behind an empty desk. Her wings were outstretched and there were bags under her eyes. Spike was standing on the desk beside Twilight with an open scroll in his claws. "How much more, Spike?" she said.

Spike looked out the window. "Looks like you have a whole line out there. It goes all the way to the other side of Ponyville."

Twilight groaned and banged her head on her desk. "I've been doing this all day yesterday that I wasn't able to see any of my friends. I promised to meet up with them today, but how can I with all those ponies out there?"

"Being a princess seems hard."

"Oh, Spike, what am I going to do? At this rate I won't be able to see any of my friends today or tomorrow."

"Princess Twilight Sparkle," said the guard. "You have a message from Princess Luna…"

"Princess Luna?" she interrupted. "That's unexpected. What does Princess Luna have to say-"

"…Luna's student."

Twilight was shocked for a moment and Spike turned from the window. She spoke. "I'm sorry? Can you repeat that? I'm so tired that I thought you just said Princess Luna had a student."

"I did."

The guard left, exposing Midnight who was standing behind him the entire time. The sight of Midnight made Twilight wide awake.

"Hello, Princess Twilight Sparkle." She bowed to make her entrance look formal, but cringed for calling Twilight a princess. She still couldn't accept that. "I am Midnight Shimmer," she said while arising. "I came all the way from Canterlot to give you my apologies."

"Midnight Shimmer, huh?" Spike said as he went up to her. "That name sounds familiar, and that cloak you're wearing looks suspicious too."

"Apologies for what?" Twilight asked while approaching Midnight.

"For what Sunset Shimmer has done. I've heard that she was quite rude to you. I know the feeling. What she did was…" Her eyes shifted left and right, looking for the right word, but instead she decided to just go with something simple. "…stupid."

"You know Sunset Shimmer?"

"She is my cousin. She can be difficult to get along with at first. She wrote a letter expressing her feelings to me and felt sorry for what she did. I'm sorry my cousin was so mean to you." Midnight wasn't actually sorry; she just wanted Twilight to start liking her right away.

"Not only that," Spike added. "She tried to take over Equestria."

Midnight eyes grew a little wider, but she settled down and chuckled to herself. "How irrational. Wanting more power is a foolish goal for a villain."

Twilight and Spike looked at each other since they both knew what they went through with Sunset Shimmer. "It's all right now," Twilight said. "Your cousin's in good hands."

"Hands?"

"Uh, never mind." Twilight quickly changed the subject. "You said you were Princess Luna's student. I didn't know Princess Luna was capable of being a teacher."

"She's…getting the hang of it. I haven't been her student for very long, but I've learned a lot."

"This is interesting," Twilight said as she paced around Midnight. "I have lots of questions for you. What do you learn from Luna? What does she teach? Did Princess Celestia make her a teacher? What spells do you know?"

"Well," she said, quite flattered. "I know lots of spells. My specialty is on the art of illusion and manifestation. When Luna puts me to sleep she gives me nightmares using my worst fears. In order for me to conquer those fears I create illusions with dark magic to fight back."

"Dark magic, you say?"

"Yes, I study dark magic so that whenever it affects me I can control it and use it for good intentions."

"How is that possible if dark magic comes from the intensions of evil?"

"I've learned that it's not the magic itself that is evil; it is the one who wields it that makes it evil. There is a way to make dark magic be good magic if it's controlled properly, and that is what my studies have been about." She was excited to be talking with somepony about her studies, albeit that somepony was Twilight Sparkle.

"That's very interesting. I've never heard of that."

Midnight smiled and was pleased with herself.

"I think I may have gone through something similar before."

Midnight's flatter was decreasing. "I'm sorry?"

Back when Princess Celestia told me to save the Crystal Empire from King Sombra, I think I was affected by dark magic. I saw an illusion. Princess Celestia said that I failed her test, and I was upset, but I managed to break free right away. Spike went through the same thing."

Midnight started to grow jealous at how Twilight learned how to deal with dark magic so quickly. She was already upset that her cousin was a faster learner and now she had to deal with Twilight in the same regard, not to mention with magic spells relating to her field of study. Midnight stopped and calmed her building rage, thinking that whatever Twilight experienced was different than what she studied. "That's impressive. No wonder you're a princess."

"Well…" Twilight blushed from embarrassment.

"But my studies involve manifesting those illusions. Because I've done it so many times I could decipher what is real and what is not. If I was in your situation I would have broken free right away. After that, I can harness its power and use it against the pony who created it, like King Sombra."

"You must study very intensive spells. Then why did Princess Celestia send me to the Crystal Empire instead of you?"

"I don't know, and she won't tell me. For as long as I can remember I wasn't allowed to leave my room in Canterlot castle. I was only allowed to stay in and study."

"So, you've never been outside?"

"Not outside the castle anyway."

"Never had any friends?"

Midnight looked down. A bit of her wavy mane fell over her face. "I can't. Everypony hates me. That's probably why Celestia said I can never go outside."

"Why do you say that?"

"Ever since my cousin has been mean to me and making fun of how I didn't learn things as fast as she did, it was as if everypony followed what she did. Celestia took me and my cousin in to be her students, but because of my cousin's arrogance she left, and I stayed there ever since."

"Can you excuse me for a moment?" Twilight said and took Spike to the back of the room where the two of them could talk in private.

~XOXOXOXO~

Twilight made sure there was some distance between them and Midnight before leaning down and whispering to Spike. "Spike, a pony who has never had any friends? It's unthinkable."

"I don't know, Twilight. If she's not supposed to leave Canterlot Castle, then Princess Celestia must have a good reason. Maybe she's dangerous like how Sunset Shimmer was."

"Just because she's related to Sunset Shimmer doesn't mean she's a bad pony." She took a quick glance at Midnight. "Her spells are very interesting. I'd like to learn more about them and why the Princess made her focus on dark magic."

"But she might be a villain! That's why she's not aloud outside."

"Well, she's out now and that can't be helped. I'm more interested as to why she can't make friends. All this doesn't make sense to me."

"We should report her to Princess Celestia, let her know we have a villain on our hooves." Spike looked down at his claws. "And claws."

"No, Spike, if she's not allowed outside then…wait a minute." She broke her conversation with Spike and went back to Midnight. "The guard said you had a message from Princess Luna. I assume you were only allowed outside to deliver this message?"

~XOXOXOXO~

Midnight almost forgot. "Oh, right, the message." She cleared her throat. "I have gained permission to leave the castle because Princess Luna has told me that I have advanced in my studies and should finally learn about the Elements of Harmony from you."

"That doesn't sound like something Princess Luna would say."

"It doesn't. She told me that Celestia told her that it's about time I should learn about the Elements. My guess is that Celestia didn't want to tell me directly because she gave Luna authority to be my teacher, and she didn't send you a letter ahead of time because she doesn't want any of this documented." She bowed again at Twilight. "You are my mentor for the day, and I am currently at your service."

"Really? I'm getting my own student already?" Twilight smiled and looked down at herself, murmuring about other things she can do besides teach the Elements. "I can teach you so many things that other ponies wouldn't understand, but then I'm only supposed to teach you about the Elements of Harmony, will I mess up if I teach you other stuff? Is this what Princesses do? I just became a princess. All this is happening too fast."

Midnight arose from the floor as one of the guards rushed in the room. "Excuse me for the interruption, Princess Twilight Sparkle, but the tourists are getting restless."

Spike jumped on a desk and looked out the window to see ponies complaining. Twilight followed him. "It doesn't look good, Twilight."

"Oh." She placed one of her hooves on the side of her head as the guard left. "I promised to see my friends today, but with all the ponies lined up out there, and Midnight Shimmer being here…" she groaned. "Spike, what am I going to do? Being a princess is a lot of work."

"Maybe I can be of assistance?"

Twilight turned and saw that Midnight was less than five feet away. "I told you that I can make illusions. Perhaps I can manifest an illusion of you, one that can sign autographs, take pictures, and smile like the real Princess Twilight Sparkle. That way, you can go off and visit your friends while pleasing the tourist at the same time."

Twilight thought for a moment. "I don't know."

"What's taking so long?" Somepony in line yelled at one of the guards. "My family's next!"

"Come on, Twilight," Midnight coaxed. "You're a Princess, not a theme park attraction."

"Twilight, the ponies!" said Spike.

Twilight looked from Spike to Midnight. She didn't know what to do. She never had the experience to please this many ponies at once under extreme circumstances. Sweat rolled down her face. She looked around the room. She took a few paces then ran around the room in a frantic. She flapped her wings and flew until her head grazed the ceiling. Her hooves were on the side of her head and she was shaking.

"Twilight?" Midnight asked from down below.

Twilight stopped and took a deep breath. She landed smoothly in front of Midnight and Spike. "I'll go tell the guards that I need a little extra time." She walked out the door and closed it shut.

Spike and Midnight looked at each other for a while. The pony smiled, but the little dragon didn't smile back. "I'm on to you, whoever you are," he said.

"Look, dragon…"

"The name's Spike!"

"Whatever. Anyway, I already told you that my name is Midnight Shimmer. I am Princess Luna's student and Sunset Shimmer is my cousin. That is all true, but I've also been studying about the Elements of Harmony for quite some time. What I'm really here for is to take all of the Elements for myself and use the combined powers to show everypony who the real student is! Equestria will know the name of Midnight Shimmer instead."

Spike gasped. He ran to one side of the room and threw his claws over a glass box. "I knew you were up to no good! Well, you're not getting these Elements!"

"Oh, I didn't know they were there before. Thank you for leading me to them."

"I'm going to tell Twilight."

As Spike ran for the door, Midnight's horn glowed navy blue. A small veil of shimmering mist surrounded Spike's snout. The mist went up his nose and his sneeze made him stop in his tracks. He turned to the periwinkle colored pony. "What did you do to me?"

"I made it as if you can't tell anypony what I just told you. Only I can undo the spell." As she walked to the glass box, Twilight walked back into the room. Midnight had to back away and take a mental note that she would have to return to it later.

"Sorry it took longer than expected. Some fillies wanted me to sign their cutie marks."

"Twilight, what do we do?" said Spike. He really wanted to tell her what Midnight has done and what she plans to do, but none of it came out right. He couldn't even point to where the Elements were being held.

"That's it! I got it!" Twilight cried, startling Midnight. "Spike, my friends are technically considered citizens of Equestria, right?"

"Yeah?"

"And as princess it's my duty to fulfill the wishes of all the citizens of Equestria," she said while pacing the room. "So, making a duplicate of me just to get trivial things done shouldn't be a problem." She turned to Midnight. "Midnight Shimmer, cast the spell and follow me. I'll give you a tour of Ponyville."

"If that is what you wish, Princess." Her horn glowed again. She thought about just making an illusion strong enough to trick Twilight so she could take the Elements and run, but she thought it was unwise to take that action now. She wanted to take things slow and make Twilight like her, making it all even sweeter when she turns her back on her later. There was a blast of light in the middle of the room and an exact replica of Twilight stood in its midst. When the light disappeared, the copy Twilight smiled. "The spell will only last until tonight." Midnight explained. I'll let you know when it starts to fade."

Twilight approached her replica and smiled back. "Wow, this is impressive. Can you show me how to do this?"

"Perhaps later, if you want to have enough time to see all your fiends then you'd better start now." She wanted to get this over with and come back.

"Right." Twilight motioned for Spike to get on her back. "Get close to me, Midnight. I'll teleport us to our first place."

"Where is that?" she said as she saw Twilight's horn glow purple.

"You need to study about the Elements of Harmony, right? Besides myself, I know five other ponies who can wield those Elements. First, we're headed to the Carousel Boutique."

Spike cringed. "Oh, no."