Beware—probably the most boring update.

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Part 2

As she returned to the tree, Twilight heard many voices going on inside, the loudest being Pinkie Pie.

She opened the door and trotted in, pure fright running through her veins when she saw the look of pure disgust on Matters face while Pinkie was talking. Of course, Pinkie was oblivious, continuing on about the instructions on making cupcakes, or perhaps cotton candy? Twilight hadn't been listening long enough and instead watched Matter carefully.

Her brows raised in doubt at the pink pony, who bounced around the sitting Matter. Twilight stepped inside and closed the door. Celestia turned and looked at her, exasperated. "Twilight!" Celestia hurried over, and leaned down to her pupil, "We have to get Matter out of here."

Fluttershy, lying at Rarity's feet, while Rainbow Dash and Applejack were listening to Rarity talk, no doubt hearing about earlier events. Rainbow, upon hearing Celestia, turned. She then calmly (for once), flew over Discord and landed beside the Princess.

"Soo what are we going to do about the Loyalty thing anyway? I obviously can't be magic." She flapped her wings once. Pinkie began to sing about cupcakes.

Celestia nodded, "There can't be a Magic. I guess I'll just have to claim it."

"But Princess…" Twilight started, her eyes growing worried, "you weren't there when we took out Nightmare Moon or Discord!"

"It's a chance we'll have to take. Rainbow Dash, I'm sorry but you can't—"

"Enough!" Matter said. Pinkie froze midair. Discords ear twitched.

Everyone turned to Matter, who smiled widely and looked at Luna, "can you introduce me to the other elements?"

"Ah, uh, of course." Luna stepped forward, to Applejack and Rarity, "this is Applejack of Sweet Apple Acres; she is the Element of Honesty." Matters face lit up.

"This may have future complications." Celestia muttered.

Luna motioned to the pink blob standing next to her mother, "That is Pinkie Pie of Sugarcube Corner, who is the Element of Laughter."

Matter gave the hyper pony a hard look, "I wouldn't have guessed." But her face quickly became excited at the thought of magic coming soon.

"That over there is…Fluttershy, the quiet one. She is the Element of Kindness." Luna's hoof shook. "And."

"And…?" Matter asked, eager.

"I am still the Element of Magic, mother" Celestia spoke, lowering her head.

"You? But I thought you said your apprentice and her friends conquered the Elements."

"I did say that didn't I? Well…nopony has shown great ability with magic yet, so I'm the stand in until we find one."

"Stand in? What in the—" Matter stopped. Her ear twitched. She promptly stood and left, her horns glowing red and blue to open the door. She took five steps outside and looked straight up. Nopony moved. Finally, Celestia and Luna followed, also staring up, but whereas Matter's eyes were fixed on a certain spot, the Princess's were searching. Twilight nervously exited first, followed by Rarity, Rainbow Dash, Pinkie, Applejack, and finally Fluttershy, who stayed crouched the entire time, her ears plastered against her head.

"Princess…" Twilight began slowly.

"Shh." Celestia didn't move, but she spoke.

"He's coming." Matters tone was dark. At a distance away where only her eyes could see it, a bright smiling face came rushing down at speeds that were incomprehensible to normal ponies. She smiled back. He saluted. "He's coming!" Her face lit up and she raised herself onto her standing legs and beat the air.

The sun set dramatically the closer he got to the ground and the moon rose slowly behind Matter and the gang. The ponies gasped as he can into their view; perhaps the largest pony they had ever seen! His head was larger than Celestia's, and where Matter's neck was long and elegant his was short and was obviously the neck of a hardworking pony. He landed heavily, making the ground rumble quietly, but left no mark on the stones. The six friends felt like they were staring into a dim sun. His ears, so different from his mates, were wide and round. His eyes were the most peculiar, as they were like slanted raindrops, with the point near his ear, and had no pupil or iris. His legs were long and straight, strong. His mane and tail were made of light, always licking up and evaporating, never settling. His size made him tower over all the ponies.

Celestia, Luna, and Total Matter all smiled up at him while the normal ponies gaped. Complete Energy smiled with perfect teeth. Matter bounded up to him and put her hooves on his shoulders and leaned back, attempting to look in his face. He lowered his head carefully. Total Matter grinned at him, "How's your end of the universe?"

"Perfectly fine."

"Oh my gosh that was so cool you were all like WHOOSH except you weren't because there was no sound but if there was sound I'm pretty sure it would have been a Whoosh. Anyway you were all WHOOSH and we were all like" Here Pinkie dropped her jaw. She had bounded up and ruined the moment by standing beside the two and opened her mouth, allowing words to fall from her lips. "Because we've never seen anything like that before! It was absolutely amazing! I bet—" Matter stuck her hoof in Pinkies mouth.

Energy laughed, a deep, rolling sound. "These are the Elements, I presume?" His voice was like his laugh.

"Yes." Matter said, lowering her head but never breaking eye contact.

"This is the Element of Laughter right here, isn't it?"

"…yes…" Her eyes drifted to Pinkie.

"You may as well as remove your hoof, dear, she will continue no matter when you do." Energy reached up with his own and carefully took Matter's foot out of Pinkie's mouth.

"—if you really wanted to you could fly across the universe lickity-split! I mean," Pinkie faltered when Energy turned his stare to her, "I—I mean…wow." She stopped, looked down, and stepped back.

After a moment, "I'm glad you could make it." Celestia stepped forward.

Energy looked around Matter, who also slightly turned, "Celestia! Have you grown?"

Celestia gave him an incredulous look, "I think I may have in three thousand years or so."

Energy nodded, and he turned to his other daughter. Under the growing moonlight, her mane seemed to have gotten even more vibrantly blue. She looked proudly upon her blazing father. "Energy."

"Luna." He stepped forward and caught her in a neck embrace. She replied, wrapping her neck around his.

Pinkie, Twilight noticed, watched Energy with interest. Well, he did create her Element, I suppose. The two older ponies released each other.

"So. Why are we here, hmm?" Energy turned to the group.

Matter stepped forward. She had a new, uplifted look about her face. "Well, Discord and I came down to meet the Elements."

"Discord is here? Where is that old, gangly little monster?" He looked around wildly before shouting, "Discord get out here!"

Celestia hushed him, "Ponies are sleeping now, father, please restrain your voice."

Applejack sidled up closer to Twilight. "Ah've heard it from Rarity, now ah need to hear it from you. Are these really the creators of the universe?"

"It's looking to be that way. They may not have created the actual universe, but they made everything in it." She whispered softly, as Rainbow Dash floated over.

"So, they're the universe?" She asked, her face scrunching up in confusion.

"No, no no. They're just the ponyization of the universe."

"…what?"

Matter's ear turned back towards them. They ceased talking as Discord popped his head out of the tree and shakily walked forward, his ears flat back. "Oh, bother." He said when he saw Energy. Energy smiled widely and patted him roughly on the back.

"It has to of been at least five thousand years since I've seen you!" The large pony laughed.

"Always a pleasure to see you, sir." Discord's eyes drifted to Matter, who laughed at him.

"Come on Discord, it's all in fun and games!" She bounded forward.

Luna turned to the smaller ponies, "I believe we are ready to start heading to sleep for the night."

"Oh! Um…I don't think there's enough room in my tree…" Twilight said guiltily.

"I had guessed," Luna replied, "we hated to put such a burden on you so fast though…"

"Well…" Applejack said, looking nervously at her friends, "if y'all don't mind bein' out under the stars, there's plenty of room for ya on Sweet Apple Acres."

Luna thought for a moment before nodding, "that will work. It will give us space and time to catch up. Lead the way, fair Applejack."

Fair Applejack? "Alrighty," She began to walk down the road, "This way, y'all."

The whole group, five Cosmponies and six normal ponies, began their walk to the apple farm.

It wasn't long until the Equestrian ponies were asleep around the fire. Twilight hadn't been able to ask any of her universe questions out of fear of Total Matter. She figured if she could ever have some alone time with Energy she may be able to ask a few.

What Twilight had found strange was Pinkie. She was usually hopping around everypony and talking about everything. But tonight she had been relatively calm (in a Pinkie sense), and lied down mostly between Discord, who would give her looks throughout the night, and Energy, who didn't give her the light of day. Twilight was very confused on the issue of Pinkie.

Not that many of the "Earth ponies" as Matter had grouped the six into, talked much. They were enthralled, just listening to the older, more powerful ponies talk about the last few thousand years. About the planets that Energy and Matter had created and been to, about the ponies Celestia and Luna had known. Discord was mostly silent, as he had been made of stone for most of the stories.

After the ponies had fallen asleep, that's when the Nightmare Moon talk popped out. Discord didn't listen, and instead focused on the pink blob between him and the life-giver. He could recognize infatuation when he saw it. Not that he would mention it to anypony. No one here was his friend, not even Matter. He looked at his lions' paw, attempting to will something into existence. The power was beat down quickly, as had all his attempts he made throughout the day, by Matter, who gave him a sharp look in response.

Discord altered his spell a little, feeling a slight give in the resistance that was the pony of Magic. Anything. He wished. He had never felt so powerless before today. Slowly and carefully, with a wiggle of his claws, tiny pebbles formed in his palm. A warm fuzz of realization ran over him. The loopholes of the universe were protected by Black Hole. He thought, his eyes going wide, I have no idea what loophole I just fell across, but it's one Matter can't control. He attempted something bigger, like a leaf, but that effort was beat down and his ears flattened in disappointment. The hole needs time to grow. Discord thought, looking over to the sleeping ponies, and then I can get my revenge on all of them.

The next morning, Celestia was the first one awake, after Applejack, who had run off at some ungodly time to tend her trees. Celestia rose and trotted around the open field stretching her wings, unaware of the peeping tom in the tall grass.

Discord had stirred when the Sun Goddess had. He barely raised his head, and watched her run, graceful and free. His eyes narrowed in jealousy. He attempted to snap a root up and trip her, but it was beat down even by the still-unconscious Matter. He growled softly, awaking a nearby pony.

"Discord? Was that you?" Pinkie rubbed her eyes with her pink hooves and sat up, turning in the direction he was watching.

"Hehe…beautiful, isn't she?" Her voice was still groggy. She poofed her hair, then her tail, and stood up. "I think I should be getting back to Sugarcube corner." She hopped a few times before turning back to the monster. "Would you like to join me?" She smiled widely.

Discord did a double-take. "What? Spend the day up to my elbows in sugar and flour to make cupcakes? Please." He stared at the Princess.

Pinkie giggled, "your alternative is to stay here and keep ogling the Princess." She began to hop away and hum to herself quickly.

Discord's eye twitched irritably. He contemplated, raising his eagle claw to his chin. After a moment he sighed heavily, stood up and raced after Pinkie. Matter smiled.

Celestia returned just as Matter and Energy were beginning to stand. "So how long are you going to stay with us?"

The immortal ponies looked at each other, "We're not sure. It's been so long since the universe hasn't needed our help for very much. It's quite a vacation." Matter snuggled more under Energy's chin. He smiled.

"It's strange to us; this relaxation." His deep voice caused some of the Earth ponies to stir. "We have nearly nothing to do."

Celestia blinked, "so…you're not sure when you're leaving?"

Matter sighed, "at this point, I kinda don't want to leave."

Energy chuckled, "me neither, love."

The three watched as the rest of the ponies began to wake up. Luna smiled at her sister before beginning to stretch out her back, which was sore from sleeping on the ground. The four little ponies began to move, following the night Princess in her stretching routine. Twilight looked around, "Hey, where's Pinkie Pie?"

The other three also searched. Rainbow Dash leapt into the air, "She probably had work to do at Sugarcube Corner." As she looked to the sky, "uuugh, and I have work to do today. A light shower is scheduled." She blasted off, no doubt to find her weather group.

Rarity looked at the immortals, "I regret having to leave so soon into your vacation, but I also have some work to be done. New fashion lines and all that," she laughed nervously, "please feel free to stop by!" She began to make her way off. Twilight looked at Fluttershy.

Fluttershy stared back, until a realization ran over her. Her face grew red as she nervously took a few steps back, mumbling about Angel and apologies, before racing off, leaving Twilight alone with the Cosmponies.

Twilight stared up at the adults. "hehe…well…" She attempted conversation.

"Well Twilight I understand you have many many duties to attend to today as well?"

Twilight fidgeted under Celestia's gaze, "nothing that can't be put off until after you leave, Princess."

"Oh, no, Twilight. I couldn't have you beginning to fall behind on your studies because of me." Celestia stared harder at the girl.

"Well, um," She looked at Luna, who nodded. "I guess I should go do some of my studying." She stood, confused for a moment, before walking off.

Celestia watched her leave, frightened. She figured the less time Twilight spends alone with Matter, the better. Energy spoke once Twilight was out of sight, "She's a strange one, isn't she?" He chuckled, glancing down at Matter.

"Yes, yes she is." Matter said with a bit of suspicious acid in her voice. Luna and her sister shared a gaze.

"No time to deal with it now. I haven't been on this planet in many millennia. I would like a formal tour of the town." Energy took two steps before his eldest daughter stopped him.

"That is not such a good idea. Luna and I are barely accepted among the commonfolk," Luna nodded, "I can't imagine what they would do with you two, especially since the term 'cosmpony' hasn't been used in generations. Everything is scientific now."

Matter scoffed, "and do you know who created the laws that allow science to be possible?" She threw her muzzle in the air and closed her eyes regally, "us."

Luna's ears fell, "they will still not accept you." Matters eyes opened.

"Then what are we going to do today?" The four ponies looked between each other.

"Where's Discord?" Celestia turned to where he had been sleeping previously.

Matter's lips twitched, "he went to Sugarcube Corner with the pink one."

Celestia stomped a hoof, "she does have a name, mother."

Matter smiled grimly, "so? She annoys me."

Energy spoke up, "the Element of Laughter annoys you?" He laughed, "you are making fun of most of my personality!" He raised a hoof to his chest like he was hurt, but his upbeat face destroyed any pained illusion he may have tried to make. "The best part!"

Matter looked up at him, "She's just an Earth pony," she muttered.

Energy chuckled and turned to his daughter, putting his foot down. "We are fond of all of your friends here, Celestia, including Pinkamina Pie. Don't listen to your mother." Matter grumbled unintelligibly.

Celestia nodded, "thank you, Energy."

Luna spoke up, "couldn't Matter make us all…disguises…that allow us to blend in with Ponyville?"

Matter thought for a second before her eyes lit up, "yes of course! That could work perfectly!" Her face became utterly ecstatic.

Luna took a surprised step back, "I'm glad you are so…enthusiastic about the idea."

Matter's horns began to glow; the black one blue and the white one red; "Stand in a line, all of you." They moved as purple magic began to encompass them all. All three felt their manes and tails snuff out and the Princess's felt their horns collapse.

Matter closed her eyes and focused very hard on what she wanted her family to look like. First in line was Luna; she decided to keep the dark blue of her mane and make it her fur color; made her lose the horn but keep the wings, downsized them and then her entire body to that of a normal pony. The mane? What to do with that? A lighter color? No. But it can't be the same color either that would look ridiculous. Matter snorted and just went black. Done with Luna—no wait! The cutie mark will give it away. Hmm. She stared at her half made creation. She could do a star but how to explain that? She could be an astronomer, but Matter was unsure how much Luna actually knew about stars. In the end Matter chose a full moon with a cloud in front of it. Done with that one.

Next was Celestia; Matter's lips twitched in the possibility of making her daughters as opposite as herself. It would be too obvious though, and would seem a little bit too desperate. She made her coat and horn a light pink, and her mane and tail a complimentary blue. Matter dropped her wings and size in an instant, making her seem a little younger then Luna by making her lankier, like she had been when she was a filly. For the cutie mark, Matter had to think. She couldn't make it mirror Luna's; that'd be too obvious. A spark sounded in Matter's mind. A smile grew slowly across her face. She outlined three stars on Celestia's thigh, before coloring them in purple. She wants to hide who the Element of Magic is? She can try.

Lastly. Complete Energy. She could make him the ugliest male in the world. It was very tempting. But…she sighed, cutting his size in half and giving him a short brown mane that was styled to go back against the roots. His tail was short as well, and spiky. His coat color was hard…but she ended up choosing an almost orange color, with a hint of brown. His cutie mark became a lick of flame, and his eyes (which now had pupils) became the same shade of brown as his hair. She stared at her creations before releasing them; they looked so normal.

She dropped them and they sighed heavily, examining themselves and their new family. Celestia stopped admiring her coat color long enough to look at Matter and ask, "what about you?"

Matter thought for a second. She didn't need her horns to do magic so she could pull off being an Earth pony. As she contemplated, the black markings disappeared, and her horns dissolved. Her ears shortened and her legs straightened. A cutie mark showed on her flank, a wooden knight chess piece, and hair grew, light grey, down in a single wave until her tail almost brushed the ground and her mane hit her just below her shoulder. She smiled at her family.

Luna yawned, "I guess it's time to hit the streets."

The four walked calmly down the street; it was almost noon. They admired all the buildings as Celestia and Luna told the older ponies all about the ponies who occupied them. When they came across Sugarcube Corner though, Energy insisted on entering and checking in on their friends. Matter mumbled angrily but agreed. She hadn't felt a push on Discords magic all day; which made her worry.

The inside of Sugarcube Corner was dead silent. The chairs were empty and no pony stood behind the counter. "Pinkamina Pie?" Energy called out, his voice only slightly higher then it's usual rumble. Matter trotted deeper into the store to search out the two beings. They weren't in the kitchen, nor the business room.

"Discord?" Matter called out, returning to her family. "Lets try upstairs." One after another they ascended, Matter, Celestia, Luna, and lastly was Energy. Matter opened the door and froze; her jaw dropped. Celestia looked over her shoulder and began laughing uncontrollably.

"Hi guys!" Pinkie leapt out of her chair, almost dropping the tea cup she was holding. "I'm soo sorry I wasn't downstairs to meet you. Welcome to Sugarcube Corner! We have the best sweets in Ponyville! And maybe in all of Equestria!"

"Pinkie," Matter started.

"Please allow me to apologize again but my friend and I here were just having the best tea party ever and I completely lost track of time!" Matters eyes snaked to Discord, who had attempted to half hide himself behind the table; only his eyes, horns and ears showed.

Celestia caught her breath, "Pinkie, it's us!"

"It's who?" Her head dropped to one side, confused.

Matter and Celestia walked forward, allowing Luna and Energy into the room. Luna and Celestia reverted into fits of laughter, Discord's eyes showing his annoyance at the two Princess's. Energy rushed forward and grappled Pinkie in a large hug, "PINKAMINA DIANE PIE" He said right in her ear, "How can you not recognize us?"

"Complete Energy?" Her face lit up, "Ohmygosh guys!" She returned the hug. Matter's eyes narrowed suspiciously before she headed over to where Discord was stooped. As she came around the table, she saw what had made her daughters laugh so much. Discord was wearing one of Pinkie's aprons; pink and frilly with a heart in the center. Matter bit her lip to keep from laughing but her quick breaths gave away her intention.

"I was forced into this, I assure you." Discord reached back with his eagle claws and pulled at the strings, causing it to fall into a pile on the ground. He then picked up his tea cup and took a sip. "But that pony does know how to make a damn good cup of tea."

Soon Pinkie and Energy released each other, and she commented on their new skins, "Why are you all…like this?"

Matter flipped her mane as Discord shouted out, "isn't it obvious, Pinkie my dear?" He put down the tea cup and strode to the other side of the table, where the Princess's were recovering from their laughter fit and Energy stood, gazing at Matter. "The society in which you live would never allow ponies claiming such power as Total Matter and Complete Energy to walk freely. They changed their shape and color in order to hide so they will not be prosecuted." He stopped a foot or so in front of her and looked her in the eye, "We discussed this earlier."

Pinkie looked up at him, dumbstruck, "oh, right."

"Well obviously these two are getting along nicely may we please move on?" Matter stood straight, staring at her mate. Energy's ears flattened a little.

"Matter…"

"We still have very many ponies to check up on and the sun has already began to descend, hasn't it?"

"Well…yeah."

"Then lets go." Matter trotted angrily through the door. Her two daughters followed, and with a last look at Discord, giggled as they left. Energy turned to the two.

"She's just a little bitter at finally being back on a planet." He smiled warmly.

Pinkie's ears dropped, "Is it me she doesn't like? She hasn't been very nice to me since she got here."

Discord and Energy shared a look, "No…no it's me she's not to fond of. Don't worry." He turned tail and walked quickly out the door.

Pinkie closed the door behind him. She then curled up on the floor, "it's me she doesn't like, isn't it?" She stared at the floor.

"As Energy said, it's him." He lied down next to her.

"I don't get it."

"Well…think about it. Matter emulates three of the Elements" he counted them on his lion paw, "Magic, Loyalty, and Honesty." Pinkie nodded, "well…with Loyalty and Honesty comes doubt and suspicion about everyone." He took a breath, "which means Energy has Laughter, Kindness and Generosity in him. He is not—"

"Which means he is not held by laws of the universe to be loyal or honest, does it?" Pinkie looked up at him.

"Well…yes. And since laughter is his favorite element…you raise the most suspicion for her."

Pinkie picked at the wood with her hoof, "so she's not fond of my element?"

"And your friendly relationship with Energy."

Pinkie huffed, "you just can't make both happy, can you?"

Memories floated in Discord's mind, "no. No you cannot."

The four Cosmponies walked confidently down the street, getting curious stares from nearly every pony they passed. Matter was more silent then the others, playing the Sugarcube scene over and over in her head, overanalyzing every instant. Her face slowly grew more concentrated and angered, until she felt a hoof tap her on the side. She turned and saw Energy's glorious face, and when he smiled, she knew nothing was wrong. She smiled back. Even in his new skin, he could make her feel like she was the only mare in universe who held his heart.

Celestia soon broke off, "I have to go speak with my pupil for a while, I trust you can handle yourselves?" She flicked her tail.

"I think we can manage." Matter said, not leaving Energy's eyes.

Celestia nodded and cantered off towards Twilight's tree.

She arrived, breathing heavily, and pushed open the door, surprising Twilight and the customer she was speaking with. The two young ponies looked at each other. "So have them back in about three weeks then, Cherilee."

"Alrighty, Twilight, thanks again for the books! The children will love them!" She walked out the door, sparing only a concerned glance at the pony who rushed through the door.

Celestia closed the door behind the teacher, and walked up to Twilight, "I'm sure you have a lot of questions, and now is the time—"

"Can I…help you?" Twi asked, raising a confused eyebrow.

Celestia froze, "Oh right. The new form." She stood up tall, though she was still only as tall as Twilight, "it is I, your esteemed Princess Celestia."

Twilight bowed quickly, "umm, Princess? Why are you in…another ponies body?"

"I'm not! Matter gave me a new form to help blend in with society."

"Well, alright. I guess. How can I help you, Princess?"

"I'm actually looking to help you, student. I think you have many questions about Matter."

Twilight nervously rubbed her leg, "well…I have one prominent question; what would Matter do to the Magic Element?"

Celestia looked at the ground, "you must understand just how powerful these ponies are, Twilight. They can create and destroy matter and energy. These ponies don't mess around.

"But you know that. What you need to understand is something about the Elements; they are affected by the past and present ponies."

"What? I don't understand."

Celestia licked her lips, "The Elements…are all connected. Not just through meaning or space, but also through time. You are connected to your ancestral Magic elements, as is Applejack to Honesty, Rarity to Generosity, and the like. Matter wants to make sure that the Elements progress like how she wants to. How you act now will affect the type of pony Magic latches on to in the future."

"So she wants to control Magic too—"

"To keep the Element line how she wants it. I wouldn't be surprised if Energy does the same thing to Laughter." Celestia smiled, "she would never leave you alone if she found out."

Twilight lowered her head. "How long are they staying?"

Celestia shook her head, "I don't know, they don't know. But since I am considered Magic right now; or at least until Matter figures out I'm lying, you are free to use magic. Just remember you are Loyalty right now."

Twilight began to slowly reorganize books, "I'm not a good liar, Princess."

"Please, Celestia"

"…Celestia. I'm not as bad as Applejack, but still. I may not be able to keep up the façade for long."

"That's why you have me and your friends. We will keep you in line. And with Rainbow Dash's help, you will make a fine Loyalty."

Twilight was silent. I better learn how to be Loyalty, and fast. The last thing we need is Total Matter knowing she's been lied to.