Twilight sat by her mentor's side on the balcony, under the bright and luminous moon. Twilight waited patiently for Luna to cover the sky in a blanket of stars to give her a little more light and spied the midnight alicorn atop a hill, horn alight.

The stars began to appear like freckles dotting the canvas of the sky. Twilight eagerly flipped through her books as her teacher watched on. "Princess, there's something I want to show you!"

Celestia tore her eyes away from the dazzling work of her sister, staring down at her faithful pupil. "Oh? What is it, Twilight?"

"I was reading up on mythical creatures the other night-I've gotten more into them since you told me about that basilisk incident with Discord and Marigold- and I found this!" The mare held up the book to her teacher, pointing to the beast on the page. "Isn't it cool looking? I don't remember you going over it with me in my studies. But then, I've learned of so many I probably forgot..."

Smiling at her student's inquiry, Celestia glanced at the illustration.

The creature had the appearance of a pony, but it carried an unearthly quality within its sharp, unwavering eyes. A curtain of moss-green hair cascading across the smooth, watery face. The rest of the body was submerged within a pond, but its outstretched hand was tapered and webbed.

It only took the princess a second to respond. "Interesting choice, my student. That is a fuath; a water spirit."

"A spirit?" Twilight questioned, glancing back down at the paper and then her teacher once more. She traced a hoof over the image, fascinated by its strange appearance. "You mean like Discord?"

"Ohohoho, hardly~!" Abruptly, a certain spirit of chaos landed on the yelping alicorn's back, pushing down her face into the ground slightly to lean over her and glance at the picture. "This is why you cancelled our dinner plans, Tia? To look at picture books with your brat?"

Celestia narrowed her eyes at the spirit, straining slightly under his weight. "No, I did not cancel our dinner plans, Discord." A glowing violet hue engulfed his form, lifting him off of her back. "You did that yourself when you enchanted the table to dance while we tried to eat our meals."

"Well, you didn't have to threaten me with the salad spoon and send me to the corner," the spirit pouted, flopping onto his rear beside the unicorn and princess. "Ou, a fuath~? I remember you and I used to love trying to find one of those when we were little, Tia."

"Wow!" Twilight's eyes sparkled as she eagerly looked to her mentor, a brilliant plan hatching. "Do you think we could look for one?"

"NO!" Celestia's outburst not only surprised her student, but herself. "I... I mean..." The princess softly cleared her throat as she regained her composure. "Absolutely not, Twilight. A fuath is nothing to toy with."

"But... you and Discord went looking for them when you were-"

"Yes, we did. And I admit that it was foolish. A fuath is very dangerous, and it would require a vast amount of power to defend yourself if you were to come across one, a level that you have not yet reached." She wasn't going to allow her pupil to rush into something that she clearly was not ready for. It would spell nothing but trouble.

Twilight's heart was admittedly stricken by the alicorn's words. She actually found her chest tightening in anger and fought to keep from glaring. No, she would never allow herself to glare at her mentor. Ever.

" that level yet?" the mare chuckled slightly dryly, slightly incredulously. "Princess, I may hate bragging and don't mention it much, but I...I protected the town from an Ursa Minor!" she exclaimed, trying to get Celestia to smile and relent. She wouldn't. "And I...helped to stop Nightmare Moon and re imprisoned Discord, and I'm constantly battling something with the trouble we all seem to find ourselves in. Surely you realize what you said" She didn't want to tell her teacher she thought she was wrong or anything, but there wasn't many ways to say it.

Fortunately for Twilight, the alicorn's face remained passive. "I understand that you are very powerful, my student," she calmly replied. "Certainly one of the strongest ponies I've known, and at such a young age, it was clear that you were destined to harvest a great strength in magic."

Immediately filled with pride, Twilight beamed up at the princess.

"But I am still against the idea of searching for a notorious water spirit just to quench your curiosity. It is not safe."

"'s not fair," the mare protested, her violet eyes aquiver with anger. "I helped take down Discord-"

"MUST you rub it in?"

"-and every other villain and you just told me that I'm one of the strongest ponies you met, so I don't see..." This conversation was getting infuriating and Twilight was sensing an argument may ensue if she persisted.

"I'm gonna go unpack my stuff," the miffed unicorn said, her tone tinged with anger as she went to unpack her overnight things in her old library.

The alicorn watched as her student trotted off, obviously angered at her refusal. I'm sorry, Twilight. Celestia thought, heaving a sigh and shaking her head. She truly did not understand her words. Yes, the unicorn was a natural at casting spells, but she was still young. Impressive as her powers were at this point, the princess didn't want her student to assume that she was strong enough to take down whatever could lay in her path.

"I'm afraid this lesson is not yet learned," Celestia spoke up.

"Uh, she's gone," Discord smirked, jabbing his love in the forehead. "She left while you lapsed into silence. Excellent idea on keeping the kid from the fuath-even I agree she can't handle it. It may just be me, but I certainly wouldn't mind letting her attempt it," he snickered darkly.

In her room, Twilight angrily unzipped her bags and slammed everything on the bed. She had never felt so angry and didn't remember the last time her own teacher treated her like such a child.

"Just who does she think I am?"

The princess turned to face him, stern amethyst eyes locking on to Discord's innocently grinning face. "Yes, it is just you." And she grew quiet once more, an ominous tingling in the back of her skull.

Why do I have such a bad feeling about this night?

"Well I don't know, Tia, her getting eaten or what not by a fuath wouldn't be the worst thing considering all the chaos her little break downs seem to put this town through. Look at the whole Smarty Pants thing!" At the alicorn's enraged glare he smirked and began massaging her shoulders, instantly putting the princess in a state of bliss and making her forget what she was thinking.

"I still don't agree... she's too..." The alicorn's head lolled back as his claws kneaded her shoulders. By Equestria, how was he so good at that? She struggled to remember what she was talking about. "What... Weren't we talking about Twilight?" Smarty Pants, indeed.

"I believe we were discussing the idea of turning the entire sea of Equestria into a root beer float~" he said with seductive smirk, tracing his tongue along the outer edge of her ear.

Celestia repressed a shiver, glancing at the mischievous spirit out of the corner of her eye. "Unlikely. But, I'll play along." A soft smile bloomed on her lips. "The answer is... no."

"The answer is no?" The tongue hissed as it traced over her neck and down her tummy. "Oh, but think of its deliciousness!"

"W-Well, it..." The warm slither of a tongue against her tummy made her inwardly curse, a bashful giggle bubbling up in her throat. "It seems that you, erm, have your taste buds already... preoccupied."

"Please, my little Tia - god of chaos here!" He grinned and summoned a second tongue, which, quite frankly, looked freaky. "One for the root beer and one for a delicious, marshmallow princess~" His tongue resumed it's pattern across her neck and tummy.

In... teresting. A brief, curious thought about just how many tongues the spirit could conjure up made the alicorn's form shake with an amused snort, tapering off into a giggling tremor as he kept lapping at her neck and stomach like she was a blasted treat. Marshmallow princess? How sweet, she noted. Pun horribly unintended.

Discord, meanwhile, had grinned, delighting in how easily he was able to make the alicorn tremble. He considered summoning up a third tongue... before he paused as her hoof caught both of the slimy, slippery appendages.

"Root beer request denied. Consider yourself cut off from sweets." Celestia smirked, pulling and playfully snapping the tongues back into the spirit's mouth.

The spirit's mouth went completely slack jaw as he stared at the unbelievably cruel alicorn before him. "C..cut..." He made his eyes quickly fill and quiver with tears; oh, he was excellent at fake crying and used it to get extra cookies from Fluttershy.

"How cruel! Almost as cruel as saying no to your poor little pet." He noted her smirk faded off to a sad and guilty look. She despised saying no to Twilight. "Oh, my dear."

He scooped her up in his arms in a cradling position, smirking at her startled look. "You only did what was best for her~"

Celestia's surprise only lasted a moment, her hooves drawn to her chest as her eyes dropped to the floor almost thoughtfully. "I know," she murmured, mostly certain. Centuries of sternly royal training allowed her to assert her decisions as the High Ruler without doubt, but the alicorn did not enjoy the heartbroken expression that had streaked across her student's face.

"I think what truly upset Twilight is not that you just said no, but perhaps made her feel inferior." He twiddled the alicorn's long, sparkling locks around his finger, thoughtfully. An almost tender paw held up her chin.

"You see, if I had been the bearer of magic, took down Nightmare Moon, took down an Ursa Minor, took down-ugh-the god of chaos, managed to perform from Alicorn's Power after a few tries then I would certainly be hurt by somepony saying I wasn't at that level yet, especially one I looked to as a mother."

His eyes narrowed a little. "But I got that a lot from Mom and Dad and I STILL get that from you, only because you still HAVE most of my magic..."

The princess's eyes dropped once more to the floor. "It was not my intention to make her feel so." Truly, she had meant well. Twilight should have known that. "I care for her very deeply, and I only have her best interests at heart. She is my most faithful student, after all." Stuck, cradled childishly within the spirit's grasp, her soft expression grew stern. "Nonetheless, I am her teacher. And I do not wish to see her come to harm; no matter how 'ready' she believes she may be."

Violet eyes then turned to Discord's grinning face, feeling the warm fuzz of his paw tucked underneath her chin.

"And as for your magic, think of it this way, Discord." Celestia willed her face to remain passive, though she was chortling on the inside. "You've done an... impressive job with the meager amount I've allowed you. That certainly says something, doesn't it?" Her tone turned teasing, lifting a hoof to prod his snout. "Does the spirit of chaos truly need all his magic to create a horrific bout of havoc?"

"Why of course I don't, dearest~!" the spirit said cheerfully, nuzzling his snout lovingly against his mate's and kissing her nose-before summoning a large pie to slam into her face. "Truly I don't, Tia! Not at all as you can plain well see. Ohohohoho!"

The spirit watched with a smile as the mare wiped the blueberry off her face and glared up at him. "I'm sure there's nothing to worry about, Tia~ She is your most disgustingly loyal student after all. I couldn't even imagine her disobeying you."

Twilight, meanwhile, was busy trotting throughout Everfree, body aching from crouching so low to avoid the eyes of guards and the distracted mismatched pupils above on the balcony along with a pair of violet eyes. She knew even Discord would stop her if he saw her. Sure, he claimed he didn't like her, but he loved Celestia and she still would expect him to stop her if just to irritate her.

"I'm sure the princess will take back her words when I bring the fuath back to her." Twilight blinked with a soft giggle when she remembered saying the almost exact same thing when she ventured to capture a manticore when she was seven.

"Only this time it isn't going to have the same outcome."

The forest was indeed silent, save for the drooling, purring manticore bounding towards the unicorn. Munchy plopped down besides her, his large form grinning down at the small pony. Perhaps he was wondering what she was doing out here at this ungodly hour.
"Ugggh.." the unicorn moaned as she watched the feline advance eagerly to her. "Munchy..."

"Now look," Twilight immediately interjected, staring sternly at the manticore's blank, playful gaze. "I know what you're thinking, but I am strong enough to catch a fuath! And I'm not going to turn back now!" She stomped a hoof into the ground, her defiant pout deepening. "Not until I prove to Princess Celestia that I'm as powerful as she said that... I'm not."

It was oddly quiet, now that Twilight thought about it. The only sounds she could pick up were the faint chirps of the crickets blooming in the air.

Twilight finally managed to get away from the stupid manticore, only for it to follow her lazily, dopily. As stupid as the beast seemed to really wasn't. In fact, the more the unicorn looked at the feline hybrid it was starting to glare as it seemed to catch onto her dangerous disobedience. Finally, Twilight felt a harsh tug on her tail.

"Ow! Oh WHAT!" She spun furiously to the now cowering beast, eyes now flashing. "You think I'm weak too? You think I can't handle myself just like she does? You think I'm inferior? Well I'm NOT!" She stomped a furious hoof, yet felt her anger begin to melt as she looked at the droopy eared, teary eyed beast.

"Oh, I'm sorry-I just-wait!" The manticore had leaped into the bushes in a flash, getting away from the cruel pony to go off and sulk. Twilight sighed as she trotted to the bush, voice much kinder. "I'm sorry; I'm just in a bad mood. Won't you come out?"

The mare didn't see the raising, ominous and black shadow falling over her small form as she stuck her head in the bushes to find the feline.

"Munchy?" She poked her head further into the shrubbery. "Here, manti, manti, manti!" How hard was it to call back a large beast like a manicore? "Are you still there?"

Something snapped behind the unicorn, and for a fleeting moment, she thought it was Munchy. "Oh, good! You're back!" She chuckled, pulling her head out of the bushes, turning to smile at the drooling, welcoming face. "I was worried that you had..."

Twilight froze.

The fuath stood before the student, watching her intently. Silently. Blinking.

For one moment, the unicorn couldn't even breathe.

Sensing the unicorn's surprise, the creature tilted its head, a dripping mane of tangled green splattering wetly against the ground. The spirit's sleek, mossy-covered skin almost melted into the shadows, the slender form encased in watery tatters of muck and kelp. As it merely stood there, blinking, it would have appeared helpless, if not for the gleaming golden orbs piercing the unicorn's soul. The eyes were wide and waiting, seemingly expanding within the darkness, sharp and unmoving.

Through the cold grip of fear that had immediately grappled with her logic, telling her to turn tail and run, Twilight's mind whirled with thoughts. She was determined to bring back proof.

I can do this, I can do this. A tiny glimmer of her horn sparkled on the tip, preparing a simple paralyzing spell. It's no trouble. No trouble at all-

A deep inhale shook the creature's form, making Twilight freeze a second too late. She watched as the fuath sniffed the air.

It was only when the tiny spark of magic fizzled a dainty spark that Twilight realized her mistake.

As soon as the warmth of magic sunk into the warm breeze, the fuath jolted with a croak. It whirled to face the unicorn. A screeching hiss suddenly exploded from its throat, the wild mane thrashing about in rage.

Twilight carefully backed up from the fuath, taking care to make sure her movements were slow and didn't attract the monster's attention too much (even though that method seemed useless since it was already watching her).

The beast was terrifying, to say the least. It looked nothing like the drawings in her book. Actually, it was identical, but it was simply the horror of seeing one face to face was a little more severe than seeing a two dimensional drawing on paper.

Trembling, Twilight desperately ignited her horn once more. With another of the fuath's chilling inhales the vibrant, magenta glow was practically sucked from her horn once more.

"I can't do this," the mare realized, trembling like a filly and already feeling the threat of tears. Why didn't she just listen to her teacher? Celestia was like her mother-she had never steered her wrong. If she said she wasn't ready than she wasn't ready!

And even if I was ready I still know better than to defy her wishes, Twilight thought, a tear squeezing out of her tightly shut eyelids. I know better than to disobey the one pony I love the most. Celestia had given her everything and all she did was defy her in return...

The wet, water like mane tickled her forehead as the spirit towered over her with a snarl, and the mare took off running blindly. Any attempt to teleport failed as more of her magic was sucked away.

Wailing in a mixture of fear and guilt, the girl only managed one blood curdling scream:


The echo of her scream roared over the top of the trees and to the balcony, but by the time it had reached the two's ears it merely sounded like a very loud, abnormal animal screech in a very distinctive voice.

Discord pulled back from a cuddling embrace with his alicorn, ears perched and alert to the strangled noise coming from the forest. He smirked awkwardly. "Well...the animals are really wild tonight." Still, feeling unsteady, his form slithered up slightly with the slowly raising alicorn as he blinked over the balcony.

The pounding of hooves against the ground rang loudly in the forest, smothered by Twilight's gasping sobs as she charged through the foliage. She had to escape!

Where's the way out? Her mind frantically searched for the path, obscured by darkness. Each time she tried to emit the smallest light, that ghastly rattle of breath would rise behind her, sapping her magic away and leaving her to plunge blindly through.

A strangled wail escaped before she could stop it, her chest burning. It was no use! How could she get out if she couldn't see where she was going?

Why didn't I listen? A soft, regretful thought that only served to squeeze more sobs from her racing heart, before a sharp pain sank into the back of her leg, making her stumble and trip, slamming into the muck.

A cry squeaked through the pained unicorn, her face twisting in agony. She tried to raise her leg, only to sting horribly. Blinking through the haze, she looked over her shoulder.

Please be a tree root, please be a tree root...

Twilight's eyes widened, a silent scream of fear stuck in her throat as a pair of golden eyes locked on her.

The fuath rasped out a snarl, the creature's claws embedded in the unicorn's leg.

An icy grip of pain cleared Twilight's mind, however briefly. Her gaze swept across her hoof, frantically trying to jerk it out of the fuath's grip, crying as its claws only sunk deeper, smearing her violet skin with flecks of blood.

"Pl-Please!" Twilight pleaded tearfully, her feeble tugs only further infuriating the creature. "L-Let me go-!"

It was only then that she heard it: the roar of rushing water. It silenced her, her form freezing as it washed over her with a powerful, horrible surge of fear.

"NOOOO!" She screamed as the fuath began to slither across the mud, slowly pulling her towards the frigid water.

Celestia peered over the balcony, her eyes searching for the source of that... unearthly cry. She had never heard such a shriek within the forest, despite the fabled monsters that dwelled within.

"What in Equestria...?" The princess stood still as the cry happened again. It hovered in the air, sounding weaker, but painfully poignant.

As if it was dying.

Violet eyes widened as that niggling in the back of her skull rushed to the front of her brain, making her horn flare up in an explosive flash of light.

Within seconds, the alicorn had teleported into Twilight's room. Celestia's gaze darted wildly across the room, seeking her student. "Twilight?" She rushed to the unicorn's bed. Her fear only grew as the bed remained empty. "Twilight?" The princess quickly turned, her alabaster skin blanching further as her eyes dropped to the student's desk.

Her book was missing.


Twilight was already a bawling wreck and the scraping of her injured leg across the ground send waves of fire up her entire limb. Desperately, while the fuath was distracted, the unicorn mended it, at least a little with a spell until it was only a shallow little puncture wound, like the poke of a sewing needle. The fuath sucked away the rest of her power before she could mend it completely.

Whether her leg burned as much or not, Twilight still screamed in terror as the spirit began dragging her back to the icy water.

"NOOOO! PRINCESSSSSSS! HEEEEEEEEEELP!" Never in her life could the unicorn remember losing all her composure, reduced to a screaming and bawling filly as the monster dragged her away to her doom. To her watery grave.

Twilight whimpered as her stinging leg touched the freezing water and she emitted a shivering gasp, desperately grabbing onto the cat tails poking out of the ground. Yeah, like that would protect her; a flimsy, thin little cat tail.

The unicorn desperately held her breath as she was yanked under, and it was only then that a sudden bolt of magic electricity slammed into the water spirit, making it give a gurgling shriek from underwater.

Twilight flailed to the surface, trying to see the crimson murk muddled with the water molecules. Another blast had the beast unleash its claws from her, and that's when a pair of mismatched hands grabbed her and yanked her from the water.

Beside herself, Twilight clutched to Discord as tightly as she could, trying to pull a Marigold and back up into his fur. It didn't work very well.

Discord pulled himself away from one of Celestia's incoming blasts as it struck the rising fuath and nearly nicked both of Discord's legs.

The spirit beat his wings up into a tree, still holding the filly tightly as he gazed down with apprehension at the sight. He was about to dart down and help, but...Celestia seemed to be doing just fine! Of course if there was one thing even Discord knew from experiences as a child himself it was to never harm a mother's child.

Twilight whimpered and stared up at the spirit of chaos-only to reel back in his arms a bit as he slapped her across the face. She gave a tight whimper. She deserved that.

"You stupid filly!" he screeched at her, gesturing to the fuath getting its rear handed to him by Celestia. "What in Equestria is the matter with you? Are you trying to be like ME?"

Twilight's attention was torn between the spirit's enraged face, and the zaps of lightning that crackled and flashed into her vision. The fuath's shrieks of agony filled her ears.

"I... I..." A strangled, pathetic hiccup of a half-formed explanation died in the unicorn's throat.

The spirit sneered, eyes darkening slightly. He didn't feel bad for the slap. Not at all. "That's nothing compared to the kind of treatment you'll get from Celestia. And you deserve EVERY bit of it," Discord emphasized with a sharp jab to the shaking mare's chest.

Why was he acting so disgustingly protective over her? He simply told himself he was angry because of how upset this brat made his beloved. At least...that's what he wanted to believe. The truth was when he watched the girl nearly get dragged into Davy Jones' locker he almost had a heart attack himself.

With an inkling of compassion, the spirit conjured a blanket for her shaking form, wrapping her up without another word.

Celestia pulled back with a thunderous clap of magic, her horn sizzling as the power faded, punctuated by the wretched spirit's final, gurgling screech. The alicorn could only watch as the shapeless form sank into the water, the soul dispersed by the rushing currents.

It was quiet now. The gentle flow of the river was the only tranquil thing within the forest.

Dark, seething amethyst eyes slowly slid up the tree, targeting a pair of watery, frightened violet.

"To the castle," she hissed. "Now."

Twilight shrunk back in sheer terror, further tears flooding at the grate of her mentor's snarl. Never had Celestia used such a tone with her, not even when she was a filly and came out here for the same intent, although with a manticore.

Of course, as a filly she didn't know much better and was still learning boundaries. Now she knew them and she knew what her limits were. She should have known this.

The poor girl was petrified and could barely move, just about as frozen as an ice statue. Discord watched her movements with a slight snort and an expression almost akin to concern. With a bored snap of his fingers he teleported them to the balcony.

The sobbing Twilight cowered against the ground, awaiting her mentor to banish her, disown her, do something terrible to her. Discord's threat hung in her ears, but all the mare could think about was a term on the moon.

"Discord." The draconequus barely had to glance at the alicorn's taut, silently brooding face to know her next words. "Out."

He didn't need to be told twice, giving Twilight one last look (possibly concerned, if she were to overlook that insufferable smirk) before he zoomed out of the room, the doors slamming ominously shut behind him.

Celestia turned back, eying the small, huddled figure of her student against the floor. "Twilight Sparkle."

The unicorn flinched, pressed against the floor as she awaited her doom.

"Do you have any idea... how upset I am?" If the fierce frown that was starting to reveal itself on the alicorn's bright, normally benevolent face was any indication, she was ready to flambé the filly.

Twilight uttered one, unintelligible squeak.

That triggered it. Celestia's frown morphed into a full scowl. "How could you do such a thing?" she yelled, her voice echoing in the vast room. "I told you that you were not ready! And you still did it! Not ten minutes later! Went behind my back and traveled into the forest- at night, no less- and had nearly gotten yourself killed!"

Twilight had already been reduced to tears, the blanket that still covered her shaking form the only warmth she felt as the alicorn's cold voice swept over her.

"- And all of this because you felt as if I had called you inferior? To prove to me that I was wrong?" For such a studious, magical genius... how could she be so stupid?

As her mentor yelled at her, Twilight finally broke completely into uncontrollable bawling, losing every iota of composure as if she was just a tiny filly again. She felt like one. Being lectured, bawling, and having been such a naughty girl.

The unicorn tried to utter an apology, but only burst into further tears, sobbing into her hooves and shaking. Never in her life had she felt so ashamed, so guilty, and never had she hated herself more than right now. How could she do such a thing? How could she disobey her teacher like that, one she looked up to as a surrogate mother?

Her stupid, stupid pride. She recalled the irony of how long before Discord had broken out again and turned a new leaf her friends always said that his pride had been his downfall with how confident he was that he couldn't be beaten. That's what she'd be saying about herself for years to come now.

"I-I-I'm s-so-so-" It was no use. The terror, coupled with her shame, he mentor's yelling, and the fear of being disowned had her in unintelligible hysterics.

"Of course you're sorry!" The princess had to reign back her rage for the moment, that fierce bark almost startling herself. It was hard enough to be heard above the unicorn's wails. "I told you that a fuath is nothing to toy with! And you went ahead, and nearly paid the price for your... your ignorance! With your life!"

She knew that now. Twilight registered the lesson in her mind, her quivering muzzle soaked with tears. It took her a moment to realize that a silence had bloomed over the echoed of the alicorn's shout.

Barely able hear over the sound of her own sobs, she forced herself to look up at her mentor.

She felt nothing but completely surprise as she saw the twisted, pained expression that filled Celestia's face.

"D-Don't..." A soft warble crept in her voice, throwing Twilight further off guard. "Don't you ever do that again."

Beside herself at seeing Celestia hold back a faint glimmer of tears, the bawling unicorn threw herself at her mentor, snuggling her chest and hiccuping her regretful sobs. She cried more, more in relief when the princess bent her head down, resting her chin on her head and rubbing it into Twilight's mane a little.

"I-I won't," the mare sobbed, nestling close into Celestia's leg. "I pr-promise..! I-I'll n-never d-do that-hic-again!"

The gentle nuzzles eventually managed to calm Twilight a little as she stayed cuddled into her teacher until Celestia gently pulled her back a bit.

Unfortunately for Twilight, the alicorn's expression had stiffened once more, though the glittering softness within her eyes explained her plight.

"I'm afraid I have no choice, my dear student."

Twilight felt the relief drain from her body, filled to the brim with instant fear. "Wh-What...-?" Her mind whirled with unpleasant scenarios, each more horrible then the last. Was she going to disown her? Banish her from Equestria? Take away her magic?

Celestia gave no indication that she noticed her student's fear, nudging her towards the throne. A large pillow had popped up, somehow, during the lecture, placed before the alicorn. "On your stomach," she softly ordered, summoning up something behind her back.

The unicorn unsteadily wobbled onto the cushion, only turning to ask Celestia what her punishment was, before she choked on her words.

The princess gave no heed to the sudden noise that squeaked behind her, gazing at the worn form of the paddle floating above. "This was Discord's," was all she would allow herself to indulge, watching as her student gave a faint nod.

Ah, what memories the implement gave to the alicorn. It had been used on the spirit's backside by many caretakers, for many, many centuries. Now, sadly, it was to be handed down to a new generation.

Twilight's heart raced and she choked down her sobs as she stared at the implement. Celestia was going to spank her? But Celestia hadn't spanked her since she was about...ten! It was the rarest punishment she ever received from the alicorn. In general as a child she was well behaved enough to barely get punished in any way.

Feeling like a frightened filly, the child's tail instinctively curled over her bottom, but Celestia lightly jerked it away, ending its protecting mission.

Despite all, Twilight found herself inwardly smirking at the princess's claim of who the paddle belonged to. Of course. Of course it belonged to Discord.

Her little mind-smirk went away like a whip as the paddle whipped against her flanks, causing Twilight to inhale sharply, before uttering a screech of surprise and pain.


The first smack was a test, gauging the unicorn's response. It was as if she were still a filly, the same cowering, and sniffling stance of Twilight trying to melt through the floor to escape the spanking.

It would have made Celestia smile at the nostalgia, if it had not been so tragic.


"AIIIYEE!" Twilight shrieked as the cedar wood seared her little purple flanks like fire, turning them a rosy pink almost instantly. It stung so badly! It was like the sting of a bunch of bees all at once, all to her tender rear.

SMACK! Already so vulnerable from the night's events, the pony immediately started sobbing, trying to buck her way out of her mentor's loving, but very firm hold. That didn't work and the girl instead twisted towards Celestia, wrapping her hooves around the princess's leg and crying like a child into her.



Even as Twilight clung to her leg like a pitiful filly, the princess remained swift in her smacks, delivering blow after blow across the unicorn's pinkening flanks. She shut her eyes at the wails that accompanied each hit. It was never easy to punish her faithful student.

SMACK! A cry. SMACK! Another cry, louder still. SMACKSMACKSMACK! It all began to blend together in a fit of gasping wails.

Eventually, Celestia decided that she had learned her lesson- really, around ten smacks ago. She released the magical grip on the paddle, letting it float to the floor with a muted thud.

"There, there, dear..." The alicorn's soft voice rose above Twilight's crying. She laid a hoof gently across her front, allowing her to slide closer to her form, additionally avoiding her pink, tender rear. "The punishment is over."

The pain of the evening, the unbelievable fire in her rear, the guilt, and everything had the poor girl in such a level of hysterics that they were silent even though the tears poured and her mouth was open. The breath was stolen right from her.

As a hoof pulled her into the alabaster chest, Twilight unleashed a shrill, bawling wail with a sharp inhale as her breath finally returned. She was in agony, and she felt just terrible. She couldn't remember the last time she had cried so hard.

She clung to her mentor like a hopeless, bawling infant, convulsing with the sobs from the entire night's ordeal, burying into Celestia's soothing nuzzles and not catching the bright flash of light that suddenly appeared.

The princess tried her best to soothe Twilight's shaken form, cautious and wary of her searing hindquarters.

A brilliant flash of light popped into the room. Too quickly for the oblivious, crying unicorn to notice. But Celestia did.

"Discord..." Stern, darkening amethyst slowly turned, trying to burn a hole in the spirit's grinning head. "Don't even think it."

The little filly nuzzled so close into her mentor she could hardly be seen, hiccuping and bawling and wailing. She could tell was looking at her burning flanks with satisfaction and she gave an embarrassed whine and covered her rear with her tail.

The draconequus held up his paws in mocking defense. "Oh, Tia, believe me. I'm thinking about nothing." He snickered, sneering at the sight of the unicorn sniveling over Celestia'a lap. "Nothing except that marvelous shade of color adorning your student's flanks. What is that, betrayal pink?" It was a hue that he was all too familiar with, but hilarious upon someone else's backside.

Watery violet glanced up at him at his cruel remark and she threw her hooves to her rear-only to withdraw with an agonized squeal at the added pain it caused. She stared at him, expression so unbelievably heartbroken it nearly made him bite back his words.

"B-betr-bet-" And she was really off then, bawling her eyes out into her teacher, the only intelligible syllables being a "w", and "a", and an "h in her loud "waaaaah!"

The spirit watched as Twilight regressed into another fit of bawling, perching his ears back at the sound, and at the force of Celestia's glare. Yeesh. Couldn't any pony around here take a joke?

Forced to listen to the princess as she gently cooed at the sobbing unicorn, Discord rolled his eyes. She was doing all this crying, for a little smack? He suffered worse, and he couldn't even call himself a very pain-tolerant spirit. He suddenly slithered against Celestia's form, propped up on her back as she stared down at Twilight.

His eyes glanced once more over the pink flanks, noting the size and the round marks protruding across the flesh. Realization dawned. Mr. Smack-Smack made his mark. A shiver snuck up his spine at the memory of childhood thrashings.

The alicorn's warning glance didn't deter him in the slightest. He continued to lie across her, staring down at Twilight.

Twilight hiccuped a miserable sob, burying deeply into Celestia, crying from the agony, the sheer guilt, and the fear of nearly being eaten. Why did he have to be such a jerk? Well...he had been on the brunt end of the fear from her almost dying as well. And he was Discord after all.

Once the pair of watery, distressed violet spared him a look, Discord leaped into action. His tail slithered out, the feathery tuft skimming against the unicorn's stomach lightly, almost ghostly.

She wiped at her eyes, blinking as his tail lightly trailed over her tummy in a ghostly, light tickle. She suppressed a soft giggle through her sobs, a smile tugging at her lips.

The faint glimmer of Twilight's smile was met by the spirit's own wide grin. Another slither of the soft fuzz against the underside of her belly zipped across the tingling flesh, watching in amusement as the unicorn gave a whine, trying desperately to hide her smile and giggle as she batted his tail away.

Celestia could only watch the strange game, surprised beyond belief. Was he... trying to make her feel better?

He's finally snapped, she sighed, not completely taken aback. It was only a matter of time.

Twilight's sobs finally melted off into soft laughter, trying to bat away the tail as it tormented her poor tummy. She hadn't any strength in her hooves though and a request for him to stop was just lost in a few more soft giggles.


"Oh, what's this~?" Discord murmured, gleefully listening to each giggle slipping from her lips. Nothing like a good tickle to take the sting out of life, he learned. "It sounds like... a tickle monster!"

Celestia rolled her eyes, her lips twitching. "Hardly."

Twilight's little sobs were now nothing more than squealing little giggles and laughs as that tail kept darting over her poor tummy. Yet she didn't beg him to stop even though she hated being tickled. There were a few reasons for that. One: it was Discord doing this; who knew how long he'd be nice? Two: it nearly took away the pain in her rear, and three: helped her to stop crying.

Ignoring the alicorn, he wriggled the tail against Twilight's sides for a few more seconds, pulling back to let her gather her breath. She didn't look half as annoying when she wasn't crying a river, he quickly noticed.

She was both relieved and disappointed when he ceased the gleeful little tickle attack.. The mare gazed up at him affectionately, recalling the night's events. He had been worried, hadn't he? He had saved her life as much as Celestia had. He literally saved her from drowning. He cared enough about her to slap her across the face. What a...lovely sentimental realization.

Twilight was still a little too weak from the ordeal to stand, so she crawled towards him slightly, still staying half tucked into Celestia while pressing her cheek against Discord's side.

Oops. Discord's lip drew out in a thoughtful pout as Twilight pressed against his side, joined together with Celestia's arms to form a fort of affection. Oh, why? He just wanted to make the brat stop crying! He didn't want to be a part of this heinous love-fest!

He repressed a gag. What an adorable, sickeningly sweet picture this must have made.

Celestia tilted her head as Twilight pressed against the spirit's side, a smirk unfurling at his accusatory glare. What? He tickled her. Now he had to deal with the snuggly, cuddly consequences.

A pause. Another pause and his claw twitched.

Twilight blinked her eyes open as a soft, rhythmic pat of something sinking into her mane. A quick glance up showed Discord's talons curled in her locks.

Pet. Pet. Pet. He hope she appreciated this. It was the most she was going to get. Ever.

The little mare nuzzled against Discord's side, pulling away from Celestia's embrace briefly to nuzzle into the draconequus instead. She swiveled in bliss to his soothing, awkward touch, stretching out adorably beside him. Twilight was smiling, Celestia was smiling, and Discord was not smiling.

"Thank you..." she murmured, nuzzling her nose against his side a little, giggling when he flinched to the grossly loving and ticklish touch. "You saved my life. And you did show me you care." Oh poor Discord looked ready to vomit, but she knew he was secretly a tad touched.

With a wayward smile, the unicorn clutched to her pink cheek from where his paw had hit her. "I have the paw print to prove it." She glanced over as Celestia's eyes narrowed, unsure whether or not to be enraged with the spirit or not. Oh that's right. She didn't know.

Discord pulled back from the unicorn, warily glancing at the alicorn and her growing scowl. "It was for her own good!" he piped up, crossing his arms. "There was a fly on her face."

The alicorn's narrowed eyes only darkened.

"Discord, I-I'm not mad," Twilight assured him, wincing at the sting in her cheek. It was bruising. "I'm were just scared and...angry." She sighed. She really did want to just put the painful ordeal behind her.

It was hard to though. She was never able to forgive herself when it came to angering and disappointing her mentor. Tears silently rolling, Twilight painfully eased herself back to her teacher, where she was immediately accepted back into the calming, affectionate embrace. She tucked herself under Celestia's chin, looking adorably tiny in her mentor's hold.

"Glad to hear it." His muttering, snide tone was masking his relief as the alicorn's wrathful gaze slid away from him. Oh, back to the cuddles? What a break from the mushy-gushy monotonous.

Softly smoothing the tangled mane back, Celestia held her student close. "Don't worry, Twilight. I've seen Discord get several spankings in my day. Why, just this morning, to be precise." She smiled as it made the unicorn giggle, and Discord's muffled, rude retort was promptly ignored. "I'll summon up some tea to help with the... pain." She had learned her lesson, there was no point in her suffering.

"I think you mean several spankings a day," Twilight corrected very quietly, voice brimming over with amusement. Her and Celestia shared a laugh while Twilight squeaked out a giggle from Discord's furious tail prod.

Twilight stayed cuddles up to her mentor, giving hiccups now and then from the lingering agony. It had been a while since Twilight had been punished so she didn't remember how long the pain would last, but estimated at least a day.

"O..okay.." She squinted her eyes shut, tears sliding out and dropping onto her hooves as she inhaled another sob. It stingssss...

Her horn flaring up, a nice cup of steaming, honey-soaked brew appeared before the unicorn. The sweet scent wafted into her nose, filling her with warmth.

"Drink up." Celestia smiled, even as her tail shot out and smacked the wiggling, glowing claw that edged towards the cup. "That is absolutely tea, and will stay that way."

"Yucky tea-lover."

Twilight smiled as she grabbed a hold of the cup, eagerly sipping the drink. Within seconds, the warmth flowed down her body, easing the pain in her throbbing flanks. Medicinal, and it was still quite tasty. Everything tastes better with magic, she thought to herself, lapping at the sticky droplets.

As soon as she finished the last few sips, the cup poofed away. "Thank you, Princess..." Twilight stuttered, repressing a yawn. That hot beverage seeped into her not-at-aching bones, making it very difficult to stay awake. "I... I feel much better."

"It seems that you're relaxed, now." Celestia deduced, nudging her student on her side. "Why don't we just take a nap? Even with that tea, I'm sure you don't feel like moving any time soon."

Discord shrugged. A few winks were never that bad. He guessed that conjuring up a warm pie to sleep in wouldn't be well-reciprocated.

"Mmmhm..." came the half awake response as Twilight rubbed at her violet eyes. Only now did she just begin to realize they burned almost as much as her bum from her endless cry earlier. They were puffy and red too. Well, obviously. She had nearly been eaten and suffered a session from Mr. Smack-Smack.

Nuzzling close into her teacher's chest, resting against it like a soft, marshmallow like pillow, and her eye lids began to draw heavy. She smiled as the shadow of Discord fell over them both, his serpentine body curling around them, face close to hers. She stretched out her neck a little and pressed her face against the side of his neck, quickly falling to sleep, enveloped by the love of the two.

(Collaborated story with The Clockwork Hand. :D We split Discord and Twilight, but she was all Celestia. This obviously takes place in the setting of "Broken Spirit", but I wanted it to be a sequel, almost (of many years later) of my fic "Moon Lullaby", where seven year old Twilight tries to wrangle a manticore.)