Author Notes: Hi everyone. THANKS to all of you who commented and gave me your support for doing this story. . . . especially lightreader1 and Is-this-a-good-name. Thanks for being there for me when I needed it. You are the BEST. . . . Now I admit, this chapter might seem a little, out of place if you will, but I promise I have my reasons.

EcoReibun: Thanks so much. I REALLY worked hard on Zecora's words. I wanted to have her convey her meaning, but be understandable. It was hard. I'm so glad it worked out. I know her speak patter is hard, but I simplified it. Basically, I made a sentence's last word rhyme with the next sentence's last word. It was harder than one would think.

Naluforever3: Thanks so much. I love hearing that. It helps motivate me to continue stories. I think you are right about the reviews and favs. Though since I have given this some time to be up, I have seen a lot of joy be pointed at this story. Three years?! And I'm like the best?! That is . . . SO COOL!

OfLifeDeathAndAllBetween: I WILL DO WHATEVER I WANT TO THE TASTY BAKED GOOD (Insert evil insane laughter, the kind that shows I have truly lost my mind.) . . . . . It will get better eventually for Danny. I love the guy too much to torture him . . . . I lie, I love causing him pain . . . (Stabs a cinnamon bun with a fork before violently eating it). . . but having him overcome it in the long run and grow even stronger makes the story better.

Ghost iv: Thanks. Well technically Luna found him first . . . she just doesn't know where he is. So I guessing (STATIC NOISE) will find the poor colt first.

Eldrazi Cat chapter 3 . 7/13/2017: Well, you never know. . . your PROBABLY right about both of the princesses . . . .But you don't know what they have seen. I mean they have been alive for a long time.

bleach1990: No problem. I already have a scene with Vinyl planned . . . much later though. I do want Danny to have a girl, I'm just undecided on exactly WHO it should be. I have an idea, but I'm unsure. I am going to say it will never be Sam. She has caused him so much pain, that he will never want to see her again.

Green223: Thanks. I will admit it. Luna will be his new mommy. He will get along with Fluttershy. Danny shares a very similar color to her (to the point of looking like her son or brother) and he has a very similar talent with animals . . only more dangerous ones. I don't know who Danny will be paired with. It isn't going to be the mane six, they are more like big sisters in this. I can't say which MLP character is my favorite, I love so many of them . . . but if I HAD to name one . . . Zecora . . . , but my favorite princess is Luna without a doubt.

Amari45: Thanks. Haters can just keep hating. But I love Zubat. (Hugs a zubat plushie . . . I actually have one in real life on my bed). He is my favorite pokemon. When I think pokemon, I think zubat. He means that much to me. But I haven't decided on to give Danny an exact zubat yet, just he will have a bat. Those noibat and noivern are cool looking. I might fuze the three into an new creature . . . Like use Noiver as the base, give it some features from Noibat, give it zubat's color scheme, and vestigial eyes or no eyes. I love having options. It is funny that you mention Kirara. Danny is going to get a pet with concepts taken from this character. I love the fact that you brought up his coat color. That gave me an AWSOME idea. And it was inspired by you. Feel proud of yourself. You will know what I am talking about in this chapter. I love Zecora. I can't get rid of the rhyming. That is part of what I like so much about her.

Chaoshadows 0: Here is more. (Throws story at your face). Please don't hurt me. I don't know about giving him a dragon. . . Maybe . . He does have the room for one in the castle. . . . Though NOT a flock of them. Oh he is going to have ghost animals, just not yet.

Guest chapter 3 . 8/20/2017: Well. That is how I felt. But that was when comparing it to Altered Fates. Everyone made me realize that wasn't fair. I'm sorry. (Walks over to plushie pony Danny and hugs him). I feel better. You are just going to wait to find out what happens.

Guest chapter 3 . 7/20/2017: I don't know about the drawing out the revelation. I kind of have a loose plot in my head and that doesn't work for it. I don't know. Have to think about this. I do kind of like that idea, but really what I have in mind won't work with it.

Max chapter 3 . 7/21/2017: Well I have a different idea for what is going to happen. Danny hasn't befriended that many animals yet.

a big fan chapter 3 . 7/22/2017: Did you post this twice?

Anoneme chapter 3 . Jul 22: Thanks for sticking though the first chapter since it was hard for you to read. Thanks that means a lot. Ursa Major and Ursa Minor? Hm? I will think about that.

Jebest4781: It will get better for Danny, I promise. I already have a ghost form planned and I literally can't change it in my mind now. And the one you suggested sounds like so many I have read before. So no, I will not be doing that. I plan some interesting fights to happen.

Makolik: Here is more.

Kimera20: Thanks.

Xion The XIV: Thanks. I haven't thought of Danny going evil . . . yet. I do plan on giving Fluttershy a bigger part. They are going to be ponys-who-love-animals buddies.

Golden feathers Edward: Thanks. I have plans and things I want to do.

battle manga: Thanks so much.


A Phantom in Equestria Chapter 4: What a Phantom Can Do

================================With Danny================================

It seemed that Danny had made another new animal friend. One of the spiders he had been looking at had crawled up his cloak and perched itself on top of his head. And it was a big one too, larger than any of the other spiders he saw. It was a little bigger than his two hooves put together while the others were a tiny bit smaller than just one of them. This was not taking the legs of the spider into the equation.

Deciding it wasn't a problem, the colt let the spider join him on his exploration of the castle. Danny decided to call the spider (Who was female. He didn't know that for sure, but had a strong feeling the spider was a she.) Star, after the shiny star shape on its abdomen.

From the happy clicks it was obvious that Star liked her new name.

Danny didn't know it but he had just befriended one of the most deadly spiders in Equestria, the star-spider. (He would kick himself over how silly the name was when he found out what they were called.) It wasn't that they were super poisonous. Their venom only paralyzed for about an hour or so. It was what they did after someone was paralyzed that made them so dangerous. Working together, (they sometimes worked as a team or individually, it depended on the spider itself), several spiders would quickly wrap up their victim with their silk. The thing about their webbing was that it was as strong as diamonds. Only two things could break the webbing, the spiders themselves or VERY strong magic. But ordinary unicorns weren't usually able to produce that kind of intensity . . . not unless they wanted to leave themselves drained, almost to the point of death, and completely vulnerable to being recaptured. So once caught in their web, there was little hope of escape from the spiders liquifying their prey's insides and drinking them down like a smoothie.

Moving through the castle with Star, Danny tried to imprint the layout into his mind. That way if something happen, he would have the home field advantage. He found out that the castle was filled with many secret doors, passageways, and traps. All of them were pretty much harmless, especially when compared to some of the past things Danny had experience with. He fell for a few, but his intangibility made sure he and Star stayed safe and weren't stuck anywhere.

"These traps will come in handy," Danny said to Star.

The spider just nodded her head from her riding position on the colt's back. She wasn't sure what the pony was talking about. Star didn't like the traps they fell into since the sudden jostling around scared her. But Danny kept her safe and if they made him happy, she was okay with them. . . . as long as she didn't fall into anymore of the traps.

"If I am attacked, I could lead the enemy into them."

"Who would want to attack this cutie?" Star didn't know why Danny would be attacked, but from the colt's tone, he was sure it would eventually happen. That made Star decide that she would get the other star-spiders to help her set up some web traps later. She would show Danny them afterwards so he didn't get caught in them. Just in case he did, she would tell the other spiders that Danny was a friend and off the menu. She didn't think she would have a problem though, since Danny was so nice, but if they didn't follow her demands, Star could just eat the trouble-making spiders. She was that much bigger and tougher than the others. Plus since Danny could go intangible, (she was shocked when she first saw him do this since she had never seen a pony do that before), Star didn't think the colt would or could get caught in a web.

After exploring the interior of the castle a little more, Danny discovered some very interesting things. The most interesting thing was a musical organ that seemed to control different things in the castle . . . Danny didn't KNOW that for a fact, but his past adventures taught him that things usually worked weirdly like that.

Thinking it over, Danny thought it was time to get a look around the outside of the building and the surrounding area. Giving it some thought, the colt decided that since Star didn't seem afraid of the ability, Danny chose the easiest way out of the castle and simply phased through walls until they got outside.

Once outside, Danny started to walk around. The outside area and structures had mostly eroded away by the elements so there wasn't too much that wasn't damaged in some way or over taken by plant growth. In the back of the castle there was a large empty courtyard. At the back of the empty space was a fountain that once held a statue, but now the sculpture was nothing but pieces in the scummy water below. Off a little distance away was a large pool were lily pads and other swamp plants now grew. A few frogs and other creatures now lived in the reclaimed swamp. Seeing the shadow of something large moving under the surface, the colt decided it would be best to stay away for the time being. Danny also found a large overgrown garden that held many statues of different mythical creatures. All of them had some kind of damage, ranging from just missing a tiny piece or small cracks to being nothing but an unrecognizable slab of rock.

After a few moments, Danny came to an area that for the life of him, he couldn't tell what it was. From his height, the thing looked like just a wall of plant life. Wanting to get a better look to see if he could figure out what he was looking at, the colt focused. After a moment, he and Star became weightlessly (scaring the poor spider at first) and they floated up until he could get an aerial look. It took a moment, but Danny realized this overgrown place was the remains of a hedge-maze that mother nature had totally reclaimed.

Danny never noticed that Star was staring at him with eyes full of surprise and an open mouth the whole time they were in the air.

Once Danny and Star were back on the ground, they continued on. The two came across a decrepit building and Danny went inside. There was a lot of old rusty metal frames to beds inside. The cloth parts of the mattresses had rotted away from old ago. There were some rusty armor and spears laying scattered around.

Picking up a spear, Danny inspected the tip with one eye while closing the other as he said to Star "Well I guess this is probably the armory or something. Maybe the place where the soldiers slept?" Looking at the wall, Danny threw the spear. He did it out of boredom so he wasn't really trying.

That didn't mean the results didn't amaze the star-spider.

Star was surprised to see the spear sticking out of the will with the metal tip of the spear embedded into the stone. "He has to be very VERY strong to do that , , , stronger than a foal of his size should be." Though it was surprising, this fact didn't make her fear the colt. Even though Star realized that he could easily squish her before she could defend herself. But she knew he wouldn't. Danny just gave off an air that made her feel safe and want to snuggle up to him.

Leaving the building, the two made their way to the front of the castle. Danny was just about to enter the front doorway when he heard a barking sound. Turning, he looked around. Eventually his eyes spotted a creature running in his direction. It took a moment to make out the features of the creature since the thing was moving so fast, but when the colt finally did, Danny thought "Is that . . .LILY!"

Before the ecstatic timber-wolf could glomp the small colt, Star jumped off of Danny, stood between them, and hissed warningly at Lily.

Normally you would think the large creature wouldn't have been bothered by the small arachnid, but Lily was. She froze about a foot away from the spider. Lily knew what Star was and the extreme danger that she posed. The spider could trap her in a web that the wolf couldn't break out of. Lily had seen other timber-wolves not realize the threat and get trapped. Lily feared what would happen then. It wasn't that Star would eat her since star-spiders couldn't consume timber-wolves. The wooden creatures weren't made of flesh so there wasn't anything to actually eat. But the spider could just leave her in the web and there would be no way for Lily to escape . . . ever. Lily would be stuck there until her body rotted away. It would be a slow and miserable death.

"You stay away from my Danny or I'll make you regret it," Star clicked and hissed as she shook an angry leg at the timber-wolf. She had put things together (incorrectly) and figured this was what Danny was afraid of. "He is a small colt and would make a perfect snack for anything in the forest."

Hearing the bug call Danny her's and speaking to the timber-wolf like SHE was the unwelcomed one here, greatly angered Lily. "What are you talking about!" Her growling was deep as she took a pouncing stance. "That is my colt and I've been searching all over the forest for him!"

"Yeah, to eat him I'm sure," Star said, missing the shocked look that came to Lily's face. "I'm not going to let you hurt him. . If you take one step closer, I will cover you in so much web no one will be able to tell what you are, then I'll leave you stuck against a wall forever."

"Ha," Lily mocked laughed as she anger increased. This timber-wolf did not become the leader of her pack by backing down. "I'm so fast, you could never catch me. I will have you torn to PIECES before you can even shoot off any webbing. . . ." She took a few calming breaths. "But I'm a reasonable creature. . .. Step away from Danny and I will leave with him peacefully. Otherwise," her growling came back, deeper than before, "I'll squish you like the bug you are."

"I'm not a bug, you mutt," Star hissed as she prepared her web shooter. (She would have called Lily a bitch, but that wouldn't have been an insult since the wolf WAS a female dog.) Turns out mutt was a good choice though.

"Hey, I'm a wolf," Lily growled, highly insulted. She knew she had to be quick. If one strand of webbing touched her, the fight would be over since there would be no escape.

The two creatures stared off as they silently planned their attacks out. The tension was incredibility thick. You would have to be incredible clueless to miss it.

And Danny was just the right amount of cluelessness for that.

Walking up to the wolf, Danny gave her a hug as he nuzzled her side. He had surprised her so much, Lily almost tore into his flesh by accident. But she was able to stop herself just in time. "I missed you Lily." She shot a smug look at Star. She was just about to say "bug off" to the spider, when Danny said "I want you to meet my new friend Star." His words removed the smile from Lily's face. The colt preceded to drag Lily over to the spider, who looked just as unhappy as the wolf about the meeting.

Once they were standing next to the spider, Danny picked Star up and held her towards Lily so that the two were eye to eye. "I met her," he still wasn't sure of Star's gender, but felt that "her" was the right word to use, "in the castle and she kept me company as we explored together."

Star and Lily just looked at each other, unsure what to say. They had just threatened to kill the other over Danny. But looking at said colt, they knew that they had to play nice or risk upsetting the little guy.

"Well," Star said hesitantly as a timid friendly smile came to her face. "I . . Guess we . uh. . friends?" She raised a leg out towards Lily.

Thinking it over, Lily huffed. "Fine." She raised a paw to the spider leg and gave a gentle shake before sending a glare at Star. "But if you turn on him," she cast a quick look at Danny, "I WILL squish you, bug."

The look on Star's face turn equally hostile. "Same to you mutt. . . . except for the squishing . . . replace that with webbing against a wall for a VERY long timeout."

Before they could descend into another growl and hiss competition, Danny lowered Star to the ground. "I am so glad you two are here." His nervous and sad tone caused the two to stop glaring at each other and face Danny. They both had worried looks on their faces. "I . . . I . actually don't w-want to be alone right n-now." He liked knowing that the animals were there for him. If the colt was upset, Danny knew he could cuddle with them until he felt better. It was like having a security blanket . . . except one that could hug back.

Lily and Star shared a look that said "The fighting is so done now. Danny needs us."

Star moved first and climbed up Danny until she was on his back. She then stood up on her back four legs before hugging the back of Danny's head with her front four legs.

Lily (who let Star go first since the spider was so small and easily crushable) then moved over to Danny's side and nuzzled him.

As Danny smiled with his eyes closed during the snuggle fest, Lily and Star sent looks at each other that the colt couldn't see.

"You're still a mutt."

"And you're a bug."

After a more long moment, the colt and timber-wolf separated. Lily shot a small jealous look at Star since the spider was still on Danny's back and cuddled up to him. She wanted to pick Danny up and place him on her back, but she held herself from doing so. With how weak Danny was when they met, Lily knew that it would be good for him to walk around and regain his strength. She didn't know about his healing ability or that he was back up to almost full strength after the short period of rest. It was amazing how good his healing was if it wasn't being suppressed and he actually got some rest.

But Lily and Star were just about to find out how impressive and strong Danny really was.

"Hey, you two want to watch me practice with my powers?," Danny asked in excitement. His happiness was so high that colt was practically vibrating in place. It had been so long since he used his powers freely. Just the though of flying around again filled him with so much pleasure and warmth, that he couldn't stand it. The small floating trick he did with Star was just not enough and had wet his appetite for a real flight.

Star nodded her head excitedly as she happily hissed. Seeing him make them both intangible and floating was impressive. She thought only unicorns could do stuff like that. Yes she knew some creatures that weren't unicorns could do magic, but when it came to ponies (Zecora was a zebra) only the ones with horns could normally preform spells and magic.

The wolf had no idea what the colt was talking about, but if he was up to exercise . . . whatever form it was . . . she wasn't going to stop him. "It will do him some good." Lily was under the impression that he was still weak and needed to build himself back up. So in reply, Lily excitedly wagged her tail and yipped happily.

"Okay," Danny said before leading them back to the empty court yard. He looked around and before leading them to the large landing that surround the back entrance to the castle. He asked them to stay here. His explanation to their curious looks was "I want you two to be safe." That didn't really clear things up, but he didn't explain further.

Danny thought for a moment, before removing his cloak. He then placed it between Lily and Star. "Watch this for me, I don't want it damaged." Lily simply nodded her head, making Danny realize that she probably understood him more than he originally thought she did.

Turning to Star, he saw a sad look on her face. A couple of tears left two of her eyes. This was the first time that the spider had seen him without the cloak on. His fur was so covered in filth that it was actually hard to tell what color it actually was. The number of scars on his small body was upsetting to the spider. And from her low height, Star had a perfect view of the large and unusual "Y" shaped scar on his chest. She wasn't sure what could have caused it, but whatever it was had to have been something extremely painful and nasty.

Looking down at the ground in sadness, Danny said "I know." He couldn't take anyone looking at him like that. It was almost worst than uncaring looks since the obvious concern in Star's eyes made Danny remember all the bad things done to him. "They aren't pretty. . ." His breath shuddered. "Life hasn't been kind or easy for me."

Rushing forward, Star hugged his front hoof with all her might. "I promise to be there for you. . . I understand why you were so worried about attacks now. . . I," she sent a look at the timber-wolf, "and Lily . . . kinda glad she is here now . . . will make sure NOTHING happens to you ever again."

Star released a surprised clicking sound as Lily made a startled yelp. The cause, Danny had turned intangible and Star had fallen through the colt to the ground.

Lily was stumped by what just happened. She didn't know that Danny could do magic. Now she was even more excited to see what Danny could do.

Getting up, Star sent a small glare at Danny.

"S-sorry." The sheepish look on his face and the nervous tone to his voice put an end to Star's glare. "I'm just so excited t-to use my powers." That wasn't a full lie. He was just in a hurry to use his powers since that would help him to forget what thinking about his scars brought up in his mind. He need to do SOMETHING to chase away the dark memories that threatened to make Danny curl up in a ball and start weeping. "It has been so long since I tested them all out."

The longing and sadness in his voice hit the two females' hearts.

"Fine," Star said. "Just don't do that again . . . . or no more hugs." Her threat was an empty one since Star knew she couldn't stop herself from giving them out to the colt even if she tried.

"Okay, I'm j . . ." Danny trailed off as the spider and wolf stared at him. Danny hadn't spoken in his normal voice, but had in fact made a series of clicks and hisses.

Thought that wasn't what made his eyes grow wide in surprise and amazement.

"Did you just understand her?," Lily asked, hoping that he would answer her.

"Yes." Danny turned towards Lily with a stunned look on his face. "And you too." This time his voice had come out as yips and growls.

The fact that he was understanding Lily and Star was the thing causing his amazement. The genuine surprised tone to his voice told the two creatures that the colt was just as taken aback as they were.

After a moment of processing what was happening, a huge smile came to Danny's face. "This is so awesome." He looked back and forth between Lily and Star. "I can understand you girls." He paused and looked at Star. "You are a girl . . right?"

Star shot a small glare at Danny, but nodded her head. Lily started snickering at the spider, drawing a venomous look from her.

"Good," Danny said with a smile as he nodded his head. He was completely oblivious to what was going on between the two females. "I'm glad I didn't make the same mistake as I did when I thought Lily was a boy."

Embarrassed at the reminder, Lily laid on her belly and covered her eyes with her paws. Her ears went back as the fierce predator released a small whine like a disciplined puppy.

That got Star laughing

But the moment the spider did, Lily quickly stood back up and growled at Star, putting an end to her laughter as she in turn gained a fierce look too.

Before the two could start fighting, Danny moved over and hugged the timber-wolf, putting an end to her angry growls immediately. "I'm sorry," Danny said in a genuine voice, thinking Lily was angry at him.

His sad voice spoke to Lily and to show she wasn't angry . . at least not at Danny . . . the wolf started nuzzling the colt. "I'm not upset my pup." A confused look came to Danny's face at the "my pup" comment directed at him, but mentally shrugged it off since it was said in such a kind and caring way. Lily then gave him a nudge forward, confusing him for a moment. His ears splayed back, thinking he had upset her again. Lily's next words put that thought to rest.

"Now why don't you get back to showing us what you can do." The smile that came to Lily's face would have frighten any other pony into thinking they were just about to end up a meal.

But Danny wasn't a normal pony. . . not by a long shot.

Returning the smile, Danny gave Lily one more quick nuzzle before walking to the middle of the empty courtyard. Once there, the colt nervously turned back towards Lily and Star. "Don't be scared of what I'm about to do."

The two shared a look, sure there was nothing Danny could do to scare them, before turning back towards the colt, refusing to turn away.

Reassured, but still nervous, Danny took a battle stance before saying "I'm going ghost."

Though Lily and Star weren't scared of what they saw, they certainly were shocked and amazed.

They watched as a ring of bright white light formed around Danny's middle. The ring split in two and one traveled up his body as the other went down. As they went, Danny's body changed. When they had cover his whole body, the rings of light disappeared, leaving being a completely different pony.

Danny's fur, including his tail and mane, had changed to a snow white color. . . . though all the filth on his body made the color seem more like a gray. (Which meant that once cleaned, Danny would be handed a huge mental struggle that he might not be ready to face.) His mane and tail were much longer and seemed to ripple like they were being blown by a breeze that only effected them. They also were a bit transparent and as they moved small silver sparkles could be seen in random places. His mane and tail looked like a night sky, only the black was replaced with white and the stars were silver. Danny also had grown a horn and a pair of wings that seemed just a bit too big for his body. His body also gave off a faint glow. The only things that didn't change was the horrible condition Danny's body was in and his size.

The only reasons Lily and Star knew it was Danny was because they saw the transformation happen and the colt still gave off his comforting aura, only now it was more intense. That aura kept them from thinking he looked scary, even though with how skinny he was (he still looked like a bag of bones) and the dark bags under his eyes, Danny looked like what most ponies thought of as the embodiment of death. The picture was just missing a cloak and a scythe. Lily sensed that his power had greatly increased in this new form. They were both so amazed by the change that they couldn't help staring at the beautiful pony. He sort of looked like an tortured angle.

Danny didn't even notice their stares since he too was observing his changes. Craning his neck back, he saw the wings. "I'm gray and I have wings now? . . Weird." After a moment, he realized something. "Those holes in the cloak ARE for wings." As he was looking himself over he notice something stuck to his forehead. The colt made the most adorable look, crossing his eyes to see what it was."A horn too? I wonder if this means I can do magic or something?"

When he did realize they were staring at him, Danny shyly said "I like to be called Phantom in this form." His voice had an echo to it that, if it wasn't for Danny's calming aura, would have been creepy and terrifying. He hoped his new friends weren't scared of him now.

Lily and Star simply nodded their heads, amazed by the transformation. After a moment, Lily realized the colt worried they would be afraid of him. Picking up the spider and scaring her in the process (much to the wolf's amusement), Lily threw Star onto her back before quickly running over to the colt. Once next to Danny, Lily nuzzled him to reassure the colt that they were still friends and she didn't think any differently about him even if his body was completely different now.

Star joined in by jumping onto Danny's head and hugging him. She decided to get a little pay back. So hanging from the end of his horn by a string of web, she lowered herself until they were eye to eye. "You are so pretty. Just like a princess."

Danny replied by blushing, causing them to think he looked even more adorable and pretty.

The hugs continued for a few more minutes, before Lily picked Star back up, surprising her again but not scaring her this time, and returning to Danny's cloak to sit and watch what they expected to be an amazing show.

With a smile on his face and new found confidence, Danny felt free to completely show them what he could do. "Now onto my powers," Phantom said to himself as he mentally went over his power list.

"Intangibility." Phantom phased into the grown and out of view. After a few moments, he floated up through the floor between his friends, surprising them. Lily yelped and Star hissed, causing Phantom to laugh. He then proceeded to walk through Lily, making her shake a bit. It creeped her out a little, but the smile on Phantom's face showed he was just teasing her a bit. She didn't actually feel anything when the colt went through her.

Standing right in front of the two, Danny stayed there for a second. He then started to walk around them and their eyes never left him, waiting to see what he was planning to do next.

They didn't have long to wait.

"Invisibility." Before their eyes, Phantom faded away into nothingness. But they knew he wasn't gone since they could still hear his hoofs clopping against the stone floor. From the the sound, they could tell he was continuing to circle them. Suddenly the sound stopped. After a few moments, Phantom reappeared siting in front of them again.

Standing up before crouching, Phantom said "Flight." The colt then jumped straight into the air. He kept his hoofs out in front of him as his lower half changed into a spectral tail. He then flew around the court yard, before circling the castle.

Looking down, Phantom was disappointed when his friend didn't look too impressed or surprised. That is when he realized that his wings were flapping. "They think I'm using them to fly." He hadn't noticed but he had instinctually opened them when he jumped into the air. Deciding he would prove he wasn't actually using his wings to fly, the colt flew down towards his friends and hovered in front them. His ghost tail wagged for a few moments as he took the time to familiarize himself with his new limbs. During this time, the wings jerked and twitched in all kinds of different directions. It almost look like they were having a seizure. Before Lily or Star could get worried, the wings settled down and tucked themselves into Phantom's sides. This time when he took to the sky and flew around again, they were impressed since Phantom was clearly not using his wings to fly. Seeing this, he decided to fly around for just the pleasure of it. Though eventually Phantom allowed his wings to spread wide open. It just felt better and natural to fly with them out. He took his time and did loops around the castle and all its towers, increasing his speed as he went.

After a long time, Phantom slowed down and flew back to the middle of the court yard. He floated about twenty feet above the ground as his ghostly tail turned back into his lower body. "Now I just need a target." Looking around, his eyes eventual came to rest on a gnarly tree. "Perfect." "Ghost Rays." He raised a hoof and pointed at the tree. Nothing happened. For a moment, he worried that something was wrong with him and his powers. But then he noticed something. Thought his hooves weren't encased in glowing green energy, showing that they were ready to shoot a blast, his horn was. Going with the flow, he refocused on his horn and released the energy. A green blast shot from his horn and into sky. "Okay. Guess I shoot from my horn now." Experimenting, he shot off a few more blasts into the sky as he focused on the feeling. He paused and concentrated on shooting a ray from his hoof again since that was what he was so used to. This time it worked and his hoof was encased in the ghostly energy. "But I had to use far more concentration than with my horn. . . It just feels more natural to shoot from there than my hoof. . . I guest until I retrain myself to use my hooves to shoot, I have to just use my horn while in combat." After a bit more time experimenting, Phantom believed he had the hang of aiming and shooting with his horn. Pointing his new head ornament at the tree, Phantom shot.

Star and Lily gasped when the tree exploded. Slowly turning away from the smoking remains, they looked at Phantom and he shyly said "Guess I used too much energy." He released a nervous chuckle as he rubbed the back of his head. It reassured him when Star started clapping with her front four legs as Lily howled in excitement. They were happy for him since if Phantom was using that much energy he must be truly feeling better.

While in the air, Phantom raised his front hooves as his back ones spread out. His wings extended to their full extent. "Ghost shield." A green sphere formed around Phantom. The surface of the bubble was pulsing with electrical energy, showing that if anyone touching it would receive a powerful shock. After a few moments, he dismissed the bubble. Phantom then created a small (but still able to cover his body) square sheet of flat ectoplasmic glass. This time the electricity was absent, proving that Phantom could make a shield without the electrical effect. The only reason he usually applied the effect was because in his option "It looks so much cooler that way." After a few moments, the shield started to change shape. Losing the squareness, it gained a domed circular shape. This time the shield floating in front of the colt was about half the size of the square one. With a little more concentration, Phantom had the shield grow spikes.

Feeling like he had shown great competence with his shield manipulation, Phantom decided it was time to move on to something else. "But first," the colt thought as he looked around. Eventually, a statue caught his eye. It was of a large griffon holding a flag. There was moss growing on the left side of its face and body. Besides a few large cracks and its left wing missing, it was complete and standing proud. "Perfect." Phantom spun around and threw the green spiky shield. It flew through the air so fast that the shield's movement was hard to track.

Lily and Star watched as the shield passed by the griffon statue before continuing on off into the Everfree Forest. Their eyes followed the shield the whole time until it traveled out of view. They were disappointed (though they didn't let it show since they didn't want to upset the colt) that Phantom had missed hitting the stature he had clearly been aiming at.

Suddenly there was a slight grinding sound. They turned back in time to see the statue's head and part of it's wing slide off and fall to the ground. The cuts were completely smooth. Quickly, the wolf and spider turned towards Phantom and saw the colt was smirking.

"What? You thought I missed?" Phantom waved a hoof dismissively. "I have too much fighting experience to miss an unmoving target."

The timber-wolf was stunned into silence. Lily couldn't believe what she was hearing. "Young ones shouldn't have to learn to fight. Life is dangerous in the Everfree, but even here the young are protected and usually left alone . . . for the most part."

Seeing the stunned look on the wolf's face, Star thought "I'm going to have to talk to her about what I've heard." She too was stunned, but more so about Phantom's powers and less so about him knowing how to fight.

Being oblivious to their looks, Phantom thought about what to do next. After a few moments, the colt finally decided on what to do. It was something he was just getting the hang of before the GIW captured him. Focusing, a blob of ectoplasm formed in front Phantom. It was long and the shape undefined. After some more concentration from the colt, the blob started to take a definite shape. Eventually, a simple sword had been forged. Looking it over, Phantom though "It isn't that complex . . . Okay, this sword is as basic as it gets." He didn't get discouraged. No. In fact, Phantom became emboldened to succeed with this power. "When I do get this down, I will be able to create detailed and AWESOME looking weapons." Phantom envisioned himself wielding an stylized scythe he had created out of his energy. The weapon then changed into a chain with a kunai on end and a small spiked ball on the other. "So cool."

After envisioning all the cool things he could do with this power, Phantom threw the sword down at the stone floor below him. Lily was surprised that the sword was embedded up to the guard in the ground. "He's strong . . . or that sword is super sharp. . . . probably both."

As Phantom lowered himself to the court yard ground, the green sword started to fade away in green smoke that was carried away by the slight breeze. It started at the tip of the hilt and worked its way downward. By the time the young alicorn landed, all that was left of the sword's existence was a hole in the ground.

"Telekinesis." Phantom's face scrunched up in concentration. This power he wasn't as used too as some of his other ones. Just as it seemed like nothing was going to happen, three of the square tiles from the court yard floor in front of the colt's feet started to shake and rattle against the unmoving ones. After a moment, they freed themselves from the ground and flew up to Phantom. Getting to the colt, the three tiles entered orbit around their master. As they circled around the alicorn, the squares spun like saws. It was slow at first, but gained speed until the squares looked like they were circles. For the next few moments, Phantom had them slowly rotate around him.

Targeting another tree, Phantom threw them one right after the other. The first one hit the trunk, embedding itself about halfway in. The second removed a large branch from the left side before continuing on and shattering to pieces against a wall in the distance. The last one hit the tree horizontally at the base, leaving just the stump behind as the rest of the tree fell over. This one met the exact same fate as the second tile.

Lily and Star were amazed. They were starting to think nothing could mess with this colt and get way with it. "Then why is he so scarred and in such a horrible condition?," was the similar thought running though their heads.

"And why does he have to keep targeting trees?," wondered Lily. Each time Phantom did, she couldn't help picturing a timber-wolf being attacked. It wasn't that she thought he would do that, it was just that timber-wolves and trees were both made of wood.

Having demonstrated his good control over his telekinesis, Phantom decided to use a power he never got to practice. "I only discovered it moments after my life went to hell." He pushed the sadness and thought out of his head.

But his two friends sensed the shift in his emotions.

Before they could do anything, they felt the sadness leave Phantom. It was replaced with determination and excitement. So they wouldn't do anything now. Though when Phantom was done showing off, they would put him down for a nap and snuggle with him just to make sure he really was okay.

Phantom couldn't help the excitement as he focused on trying out his teleportation. He was saddened that he only got to use it once before the GIW captured him (it was something Danny had been trying to do for so long), but he was determined to not let that stop him. "Now time to teleport." He focused and, after a moment, Phantom dissolved in green smoke that swirled before disappearing.

His sudden reappearance between Lily and Star startled them. Star fell over onto her side with her legs out straight as Lily released a scared yelp as she backed up. Phantom chuckled at them as they recovered. Before they could retaliate, Phantom teleported away again. This time he focused on being quick since he wanted to see if this could be used in combat. The same thing happened as before, just faster. This time he reappeared on the other side of Lily. He tried again before the timber-wolf could react, only focusing on distance. He reappeared high in the sky. Looking down, Phantom saw that from his height, Lily appeared to be the size of an ant and Star was unseeable since she was already so small.

Before teleporting again, Phantom took the time to enjoy the view. Off in the distance he could see many things. He noticed that the ruined castle was surrounded by an intense forest. The forest seemed wild and uncontrollable. It gave off a subtle darkness and supernatural air that reminded Danny of the Ghost Zone. A pleasant smile came to his face at this familiar feeling. Off in the distance there was a beautiful castle on the side of a mountain. "I wonder how it doesn't fall down?" Further away there was what looked like white clouds with rainbow waterfalls falling from them. "That is pretty." He also saw a village that was just on the outskirts of the forest. "I wonder if I should go visit." The thought alone made Danny shake with fear. He wasn't ready to deal with more ponies. "They might . . . ." He didn't want to think about what might happen if they found out he was a half ghost freak of nature.

So instead Phantom focused on his power and decided to teleport with a destination in mind. He disappeared and reappeared in the hidden room he spent the night in. "Got it on the first try. I think I got the hang of this already." He teleported back to the middle of the court yard.

"Now on to overshadowing." Phantom looked at Lily and Star. "I should totally ask them instead of just possessing one of them." Flying over, he landed in front of them. "Now for this next power I want to ask if one of you wouldn't mind helping me?"

Before the alicorn could explain what he was going to do, Star started bouncing around and waving her arms. "Pick me! ME! MMMEEEE!"

"Okay," Phantom replied, hoping to calm her down. "She looks like she was going to explode from excitement." "I choose you." He then started to explain exactly what he was going to do. "Now I'm going to . . ." Only to have Star cut him off.

"I don't want to know." The spider smiled at the confused colt. "I want it to be a surprise."

Shrugging his shoulders, Phantom walked over to Star. What Lily saw next was hard to explain (or for her brain to process), but the closest she could get was that Phantom actually walked INTO Star. How such a larger creature fix inside a smaller one baffled her mind. It was over before Lily knew it. When Star looked at her, Lily saw that the spider's six eyes were toxic green and slightly glowing.

"Hi," Star said to the silent and staring timber-wolf.

"What just happened?" Lily tried to sound calm, but her panic was starting to leak through and into her voice.

"I just possessed Star," the spider said. Only this time, her voice wasn't her own. Instead it was replaced with Phantom's echoey voice.

"Is . . is that really you Pup?" asked Lily.

"Yeap," replied Phantom, making the "p" at the end pop. He waited a few more moments before leaving Star's body. It had felt a bit unusually to possess something so much smaller than himself. But it was something he could get used to. Once out, Phantom stood in front of Star and Lily.

"The leaving is just as weird as the entering," thought the wolf.

Star was silent for a few moments as her mind cleared. Stumbling a little, one of her legs went to her head since she was a little dizzy. When her head did clear, the spider turned to Phantom and asked "So when are you going to do . . . whatever you are going to do? I can't wait to see what other power you have."

Lily just looked at Star for a moment in shock, but kept a neutral face. "You don't remember what just happened?"

Shaking her head negative, the spider asked "No." Star scratched her head. "Why? Should I?"

Phantom's chuckling brought their attentions back to him and stopped Lily from continuing to questioning the spider. After a moment, he stopped laughing and said "Sorry. I never did get to explain what exactly would happen." He shot a look at the spider, but the two were too curious to care. Seeing their looks, Phantom turned to Star and said matter-of-factly "I possessed you."

"Really?," asked the spider. Getting a nod, Star excitedly said "Cool. . ." She paused as a confused look came to her face as she scratched her head with a leg. "But why don't I remember anything?"

Lily wanted to know the same thing.

"That is a side effect of the whole possession process," explained Phantom as he sat down in front of them. "Whenever I overshadow someone, they forget what happened during the whole time of possession. They also go along with anything I made them do as if they chose to do the action themselves when asked about it later. . ." He gained a thoughtful look. "I think it is so no one knows they were possessed. . . . . It works unless I make them do something radically against their personalities or abilities . . like flying. . . . . The only times I have experienced someone remembering was if they welcomed or knew the possession was going to happen before hand."

"Wait," said Star in confusion. "I totally welcomed the possession, so why didn't I remember anything?"

Lily nodded her head too since that question made sense.

Thinking for a moment, Phantom said "Probably because you didn't let me tell you what I was going to do." He gave a little shrug that told them he wasn't totally sure. "I'm not an expert on any of these powers . . ." His voice then gained a small hint of sadness. "I have had to learn everything by myself." It wasn't just the fact that Danny wished there was someone to teach him . . . and not force him to be evil as the price for the knowledge . . . . Talking about this made him remember the two people that Danny took possession of the most . . . His father and Tucker. . . . And that made him feel incredibly sad.

Sensing that sadness, Lily asked "Can it be fought or blocked?" in the hope to distract the small colt.

The question did the exact opposite though since the only one to have fought and help back a possession (without the aid of ghost hunting tools) was again his father, who had done horrible things to him along side his mother.

"I . . I . ." Phantom hung his head as his voice rang with sadness. "Yes. . . If you have a s-strong enough will. . . . . I have only seen it happen o-once, but it was only long enough to warn others that they were being p-possessed." Remembering the time Vlad possessed his father was painful on two fronts. First, considering what happened, the experience wasn't that great in the first place. The second . . . after everything that happen, remembering his family was painful. His parents hated him, his friends betrayed him, and Phantom didn't know what happened with his sister (this one was the one that upset him the most).

Seeing tears in his eyes, Star and Lily immediately moved in for a hug. Phantom readily accepted and returned the snuggle. Star quickly climbed up and wrapped her legs around his head as Lily curled herself around the colt, practically swallowing him up with her body. The timber-wolf licked away his tears on one side as the star-spider used some of her legs to get the other ones. The group hug was so tight that nothing could have removed the colt from the spider's and wolf's grips. Eventually it was loosened when Phantom had calmed down.

"Thanks," Phantom said, truly grateful to have the wolf and spider after everything that happened. Freedom was his, but the demons of the past weren't ready to release him from their painful clutches.

Looking into the colt's soulful eyes, the wolf said "I . ." Lily paused when she saw the spider. It was hard not to notice Star since she was still cuddled up to the side of Phantom's head. "WE . . will always be there for you pup. . . So if you ever want to talk about . . . what troubles you . . . we will listen."

"Yeah," added Star. She climbed over to Phantom's forehead and looked into his eyes while upside down. "I may be all eyes, but I do have a great pair of ears. I'm an awesome listener."

Phantom giggled at her before saying "I will." Lily and Star perched up. "But I'm not ready yet." They slacked a little at that, not that the colt noticed since he was looking downward. His voice turned flat and serious. "It was only the other day that I somehow escaped that living nightmare." The small alicorn fell silent as he starred straight ahead. Just talking about it caused Phantom to get lost in the horrible past.

The sudden change in the colt's attitude was not a good sigh to Lily and Star.

Acting quickly, Star said "Hey why don't you get back to showing us your awesome powers." She wanted the excited and lively child back. Star couldn't stand how he was acting. His glazed eyes were painful to look at. And since he was excited about that before, maybe it would get him out of the dark place his mind was taking him. "Whatever happened to him, it should only be brought up when Danny is ready to talk about it."

To their happiness, Star's plan worked.

Phantom shook his head, bringing himself back to the present, and looked at Star. "Yeah . . . That sounds nice . . . . Plus there are three more powers to go. . .Though I don't feel up to one of them." That power being his Ghostly Wail. "I don't think I'm strong enough right now." Phantom didn't want to see what happened if he preformed that draining attack. Plus, he had just recovered and didn't feel like wasting all his regained strength using a power that had the potential of destroying the castle even when it wasn't aimed at the structure. "This castle is the only place I have . . . . . . so why chance its destruction," he said quietly to himself.

Though Danny hadn't clicked, hissed, yelped, or bark the last thing, the spider and wolf completely understood his words. Lily and Star didn't react or say anything, but they were stunned. From what they saw, this colt was powerful enough to take on anything in the forest and win. If he wasn't strong enough at the moment, then just how destructive was this ability? And more importantly . . .

How powerful was Phantom when he was at his best?

Phantom then, with a bit of difficulty since the two females weren't exactly ready to release him, removed himself from their grips. He knew that he could have just gone intangible, but . . . . Danny liked the feeling of them not wanting to let go. It showed that they cared about him.

Before Phantom could walk away, Star shouted "WAIT!" as she frantically waved four of her legs. She instantly had Lily's and Phantom's attentions. Having their full focus on her made Star feel a little shy. Nervously tapping the tips of her front legs together, the spider said "I never got to see you use your possession ability. . . . I was wondering . . ."

"If I would overshadow Lily?," suggested Phantom, trying to be helpful. . . . . Thought he wouldn't do that without her permission.

The timber-wolf flinched at the alicorn's words. It wasn't that she was afraid of being possessed. Lily just didn't want it to happen without being asked about it first.

"Actually, no," Star said, much to Lily's happiness and Phantom's confusion. "I was curious if you could possess nonliving things and control them or even fight from within them?"

That caused Phantom to pause and think. He knew it was possible, since he had seen other ghosts do similar things, but Phantom hadn't really put much thought into doing it himself. Looking at the spider, the alicorn said "I . ." He thought over the idea for a moment and realized something. "That would be cool." His words caused Star to smile brightly. "I'll try it. . . . Have anything in mind?"

"Why not one of the many statues here." Star gestured towards the court yard. Seeing that Phantom was looking, but wasn't sure where to start since there were so many, the spider said "I suggest the large minotaur."

Nodding, Phantom flew over to the only statue that was a minotaur. It was colossal and muscular looking as it just stood there on its pedestal, looming over the colt. If Phantom had to compare, the minotaur was much larger than Skulker. "But then again, I think I'm much smaller than I was as a human so I'm not sure." The statue had a few cracks and was missing its left arm. The male statue, (though Phantom had never seen a male or female minotaur before so he didn't have anything to compare it to, the thing DEFINITELY looked like a guy), had on a loin clothe, a bull ring in his noise, and was holding a huge war hammer in his remaining hand. The statue was standing tall with his arm by his side.

Taking a deep breath, even though he didn't actually need to breath as a ghost, Phantom thought "Okay. Just do what you do with the living when you possess them." He then took the plunge into the minotaur statue.

Lily and Star watched with deep interest. For a moment, nothing happened. The statue's eyes then started to glow a solid toxic green before it slowly and with a grinding noise, stepped down from the pedestal. The stone minotaur proceed to walk over to the timber-wolf and star-spider. They were afraid as the large and intimidating form stood over them. Its shadow completely enveloped them in darkness.

But that feeling of fear was dispelled when it smiled at them and spoke. "Hi guys." It was Phantom's voice, but with a stone strapping tone added to it. "This is so cool." He raised the stone war hammer and swung it around a few times, scaring the two creatures. Especially since the weapon swiped over their heads. Seeing this, he stopped. Looking downward, Phantom shyly said "Sorry."

The two couldn't help giggling. It was funny seeing such an intimidating form acting shy and bashful. The situation wasn't helped that Phantom's cute voice was coming from the thing's mouth.

"It's fine pup," said Lily.

"Just watch out," Star said. "You're a lot BIGGER than you were before and unused to that size." She then crawled over to Lily and climbed up onto her back, much to the timber-wolf's displeasure. "Some of us are still small and DON'T want to end up as PASTE smeared on the ground."

Chuckling, but understanding completely, Phantom said he would keep that in mind for the future before walking to the center of the court yard again. Once there, he decided to see how this body felt in combat. So ghostly colt had the statue swing its weapon and move around, pretending he was attacking enemies and dodging returned strikes. Danny continued this for a few moments, before stopping. He came to the conclusion that the body's movements were stiff and he had access to his ghostly powers. "After some practice, I could use these statues in combat. Now though . . . they are a bit too slow for my style."

Having tested this as far as he wanted to, Phantom had the statue walk back to its pedestal. Before he could have the thing climb back up he saw the minotaur's missing arm laying on the ground. Pausing, he had an idea. Focusing his telekinesis, he lifted the limb and placed it back in place. Using more concentration, Phantom watched, amazed, as the limb reattached itself. But that was not the only thing happening. A few other stones had floated up from the ground and flew over to the cracks in the minotaur's body. Once near the cracks, the rocks seemed to melt and fill in the holes. When the process was done, the statue looked as good as new.

"Interesting," thought Phantom as he had the fixed statue climb back into place. Deciding that since the minotaur was renewed, the statue should get a new position. He had the minotaur crouch onto one knee, placed both hands to the hammer's staff, and held the weapon over his head. The new position looked like the minotaur was just about to smash something in front of him. "Perfect," Phantom thought before leaving the statue. "Now if I need to, I can use this thing to attack or scare someone who walks in front of it."

Flying back to the center of the yard, Phantom landed. "Now it's time for some Ghostly Electricity." This time, since he knew his blasts were easier to shoot from his horn, (until he got some more practice in), the colt focused on that. A large strike of green lightning shot from the limb and scorned the ground in front of Phantom for a long distance.

Seeing how the ground was left blackened and sizzling from the attack, Lily and Star knew that they were lucky Phantom wasn't facing them when he shot it off.

But it wasn't luck. Phantom knew what would happen and had made sure he wasn't facing in their direction. He didn't want them to get hurt.

Concentrating again, Phantom tried to direct the electrical energy to his front hooves. Since he had a bit of experience with this from his ecto-blasts, the alicorn found it was much easier to get the energy where he wanted it. Once his hooves were crackling with the electricity, Phantom smirked before standing on his back hooves with his front ones in the air. The colt then smashed his font hooves down into the ground. The result was a large flash of green light as a boom of thunder rang out. When the light died down, the area around Phantom was covered in a gray cloud, a combination of dust from the ground and smoke from his attack burning the very air. A small breeze of wind swept away the cloud, revealing the results.

In front of the small alicorn was a crater. The edge of the hole was burnt and jagged. It was big enough that Lily could fit inside and then some. This showed that the attack would really deal out a lot of damage. Seeing what the attack did to stone and earth, Lily and Star couldn't image how devastating it would be to something of flesh and blood . . or wood in Lily's case. All they knew was that if Phantom struck a living creature like he did the ground, that thing wouldn't be living anymore.

But there was one thing they didn't know.

Phantom would never use that much energy to attack someone. Though the colt had the power, the alicorn would never intentionally kill something living. (Except for trees used of target practice.) He had only used that much energy since he was just hitting the ground.

Smirking at the destruction he had caused, (not in an evil or sinister way, but more of a "I'm proud of myself and what I could do" way), Phantom flew over to Lily and Star. He was completely oblivious to their stunned looks as the colt landed in front of them. By the time he looked at them, the looks were gone as they smiled at him, which he returned with a smirk. "Shocking wasn't it."

Lily groaned as Star chuckled.

"That was a bad pun Phantom," the spider said between giggles.

"I know." Phantom smiled shyly. "I'm still working on my witty banter. . . . But my puns are puntastic."

"Words won't help you in a fight," Lily said seriously. She was an actions speak louder than words kind of girl.

"Actually," Phantom countered. "You would be surprised. . . Witty banter has saved my butt by either confusing my enemies or getting them so angry that they do something stupid." He then nervously scratched a hoof against the ground. "Plus." His voice turned shy and quiet as he looked away. "It-t helps me stay calm when I'm nervous or scared. . . ." He smiled sheepishly. "Also, it is fun."

That surprised Lily and Star.

"Well," the timber-wolf said. "I guess it is okay Pup as long as it helps you."

Getting up into Phantom's face and surprising him, Star excitedly said "You NEED to tell us some more of your witty banter that you have used in the past." She used her legs to make air quotes when she said "witty banter."

"Okay, but later," Phantom reluctantly said, knowing he would both enjoy and dislike telling them. Enjoy because he would be sharing some of his fun past with them. Dislike since he would have to remember the past and remind himself of everything he lost.

"But first." Phantom smiled since he knew Star would enjoy his next words. "This next power might DOUBLE your amazement of my powers . . . TRIPLE if I'm lucky." A look of concentration came to his face.

Star and Lily didn't get what he was talking about. . . . . at first. That changed as they saw two more identical alicorn colts appear to the left and right of the original. Now there were three indistinguishable Phantoms in front of their surprised eyes.

The air was silent for a moment until Star broke it.

"Now I get it," the spider said between giggles. Her laughter grew until she fell down since her legs were wiggling so much.

Lily looked at her in confusion. "What?"

Calming down, Star got up and looked at the wolf. "Phantom said (giggle) he would DOUBLE or TRIPLE our amazement (giggle)." She released a small snort of laughter. Some would be embarrassed by making the sound, but Star didn't let it faze her at all. "Well I can (giggle, snort) tell you I'm TRIPLEY amazed."

The Phantoms and Star held it together for a few moments before they completely fell apart into fits of laughter.

Lily just sat there watching them. She was amazed by the triplet alicorns (Yes her amazement was tripled too, but she wasn't going to play into their pun game) and stunned that the spider was taking it so well. She was also surprised at how silly they were being. It made her heart warm that, even though he was troubled (by what she didn't know), Danny could still act like the child that he was.

After a few moments, the four of them calmed down.

Being the first to silence her giggles, Star said "In all seriousness." Her tone turned flat as she gained a humorless look. This caused the three Phantoms to look at her, feeling a little worried. "This is . . . . . AMAZING!" The excitement in her voice caused the alicorns' worrying ideas to disappear. "I mean there are." She pointed at one of colts as she said the next three words. "THREE. OF. YOU."

Star was silent for a moment before, out of nowhere, jumping and landing on the face of the left most Phantom. Backing off, the other two watched on as that colt got a painful hug to the face. He stumbled back in surprise before falling on his behind. The spider quickly climbed up to the top of his head.

Once up there, Star stood up as tall as she could. "I claim this one as mine." That Phantom made a face as the other two laughed at him.

"You can't just . . .," Lily growled.

Star cut her off with a dismissive wave. "There are three of this little cutie now and I'm only taking one." Star smiled at Lily as she petted the side of her Phantom's head. "You get to have TWO. . . Aren't I generous?"

Before any of the alicorns could say anything about what they thought, Lily placed herself between the two unclaimed Phantoms and pulled them to her sides. "Who am I to argue with that . . . Especially since I'm on the better end of the deal."

The way Lily and Star were acting was starting to make the Phantoms feel a bit nervous.

Seeing this, Lily nuzzled one Phantom then the other. "Pup. . . or is it Pups now. . . Don't worry, we are only kidding."

"I'm not," Star said as she latched on to the side of her Phantom's face. The spider then started to gently stroke his cheek as she quietly said "All mine now. I promise I will make a great mommy for you." Her words kind of creeped that Phantom out a bit.

"All silliness aside," Lily said in a strong voice that got everyone's attentions. . . . But not making Star stop her petting. "How does this," she looked between all the Phantoms, "work?"

"Well," the Phantom to Lily's left said. "I'm been trying to get this to work for a while."

"But it never worked right," said the colt to the wolf's right. "It usually end up in." All of the ghost hybrids shook at the image of that malformed duplication attempt that grew out of his side. "An unpretty picture."

From the sound of that Phantom's voice, Lily and Star knew not to ask for a detailed explanation.

"If I did get it to work, I could only make one duplicate at most," said the alicorn with Star on the side of his head. He seemed a little nervous about the spider's possessiveness. "I really do hope she is kidding." "But this time, I felt like it would definitely work."

"And it TOTALLY DID!," the Phantom to the timber-wolf's right side said in excitement. "I finally made three duplicates."

"And I'm keeping control of it too," excitedly said the colt with Star.

"So . . . . Which one is the real Phantom?," Lily asked. She was starting to get disoriented by the switching between which Phantom was speaking. "How can he keep it up without getting confused or disoriented himself?"

"That's hard to answer," said the colt to Lily's left, confusing the wolf and spider.

"What do you mean?," questioned the wolf, since Star quickly got over her confusion and continued snuggling into Phantom's soft yet dirty fur.

Star decided that the moment she figured out how and where, she was going to give Danny a bath. "Maybe Lily can lick him clean if we can't find a good place."

"Well," said the ghostly pony with Star. "My energy is split between all of the clones."

"So in a way, we're ALL the real Phantom." The colt on Lily's right smiled at her. "We are all linked mentally."

"If something happens to two of us, then the remain Phantom BECOMES the true one," the alicorn with Star said. "That one gets the memories of the other two."

Before Star or Lily could ask anything else, the Phantom to the timber-wolf's left said "That is all I know. . . As I said, I haven't been too successful with this power in the past so. . ." He gave a helpless shrug.

Suddenly all the Phantoms felt dizzy and stumbled a little.

Worried, Lily whimpered "What is wrong my pup? Is there anything I can do?" Knowing that the colt wasn't at full strength, she started to berate herself for letting him push himself so much. "I should have stopped him from going so far . . . but I was so excited to see what he could do and he was so happy . . . If Danny isn't okay, I'll NEVER forgive myself."

Having fallen to the ground when her Phantom stumbled, Star quickly got herself back up to her feet and stood in front of her claimed colt. "Yeah. Let us help you."

After a moment, the Phantoms collected themselves and stood straight.

"I'm f-fine," the Phantom with Star said. "J-just . . . This power is draining since I'm unused to it. . . . and . . "

"I'm done," All of the colts said simultaneously. After saying that, the one with Star and to Lily's left disappeared, evaporating into nothingness. Lily and Star (who was pouting since she hadn't picked the real one. "Next time I will and you will be all MINE.") looked to the remaining colt just in enough time to see a ring appear around his middle and change the alicorn back into an earth pony. Phantom was Danny again.

The earth pony then suddenly fell to the ground with his eyes closed, shocking Lily and Star. The star-spider was frozen in place. She didn't know what she could do to help. The timber-wolf immediately was nuzzling and licking him. Letting out little whimpers, Lily felt so guilty and worried as she mentally kicked herself over letting this happen.

Before the two could do something dramatic, Danny opened his eyes and mumbled out "I-i'm ok-kay." He slurred a bit, sounding a little like he was drunk. Also Danny hadn't spoken in spider clicks or wolf growls.

All of this did NOT help to make Lily or Star believe him. It did the opposite in fact and caused them to worry about the colt.

"You are obviously NOT okay Pup," Lily said, giving the colt a hard look. "You are going to go take a nap. It is clear you need rest."

Seeing that the child was going to argue, Star jumped over. "You are going to take a nap if I have to tie you up and have Lily carry you to your room." She had conveniently forgotten about Danny's intangibility in her worry.

"But." The adorably sad pout on Danny's face made them listen. "I really am fine." Sensing they were going to say otherwise, the colt explained. "When the duplicates disappeared, I gained their memoirs of what happened. . ." He looked sheepishly down. "The sudden influx of information was disorienting since I wasn't expecting it to happen." A blush came to his face when a yawn escaped his mouth. There was a sleepy look on his face now. It seemed that everything was starting to catch up with the young colt. "Though it has been a long time since I used that much energy . . ." He smiled happily. ". . . . So a nap does sound good."

Before Danny could say anything else, Star carried over his cloak (with a bit of difficulty, but she still got it done) and Lily dressed him. Blushing, the colt was going to say something, but before he could, Lily gently grabbed him by the back of the neck with her jaw and picked him up. It was almost surprising how gentle the predator could be with her razor sharp teeth. When his hooves left the ground, his legs curled in as his tail tucked between his legs like a kitten being picked up by their momma. She then placed him on her back.

Danny wanted to argue, but it was so comfortable. Being on Lily's back was like laying in a patch of warm grass, moss, and flowers. Soon Danny cuddled up and looked like he was going to fall asleep, which wasn't helped by the fact that Lily's movement was slowly rocking him to sleep.

With Danny settled on her back and moments away from dreamland, Lily was ready to go put him down for a nap. That is when she realized an important fact. "I don't know where to put him that he will be safe." She planned on, while he slept, leaving Star to watch over the colt so she could go find and bring back her pack. They had separated to find the colt faster. She knew they would all be happy to be reunited with Danny. "And now I can't even howl to let them know where I am." She looked at Danny's sleepy face. "Since I don't want to stop him from falling asleep."

Seeing Lily freeze in place, Star crawled over and stood in front of her. She had a pretty good idea what the timber-wolf was thinking. "I know where he can sleep safely." She new exactly what room Danny had claimed since they met outside of it.

Lily didn't need a moment to think it over. "Lead the way."

The timber-wolf was surprised when the spider jumped up onto her head. Lily didn't make a sound so as not to disturb the sleeping colt as Star placed herself between her ears. The words she got in explanation of the spider's actions were "It will be easier this way."

Sighing, Lily resigned herself as carrier. Not that she minded doing it with the colt. This is what timber-wolves did with their pups when the small ones tired themselves out too much to take themselves back to the den. It helped the pups to bond with their higher ups in the pack. The spider, on the other hand, was ruining Lily's special bonding moment with Danny. "But I will put up with it for the Pup."

With that, Star lead Lily and her sleeping cargo into the castle.