But all is not well in Hoofington (A MLP FiM Rp, 3 slots open, PM GM if interested.)

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Midnight was reading some of his books trying to see if he could find a clue, the COuncil had been elusive and it was so long ago that records were scarce.
"Not much help in here." he placed the book back in his saddle bag. His memory was reurining slowly, he was remembering his confrontation with dark eclipse he had been, less than honest with Metal-mind.
he began to get a vivid vision.

Midnight was on top of a high mountain tiop the harsh wind caused his cloak to flap erratically in the wind, the scroll he was after, the scroll to ensure eternal life was at teh top, he reached it and found dusk shadow there.
"Dusk-shadow what are you doing up here?"
Dusk-Shadow truned around trying to hide something behind her back.
"Midnight I didn;t think you;d come upo here, Its just you told me this is where the scroll for immortality was placed.
"Yes, I came here to take the scroll it needs to be destroyed."
"Well that seems rash it could be usefull living forever."
Midnioghts eyes narrowed.
"something is different about you."
he got closer and then realized she was hiding the scroll opened.
"You, you learned the words."
"Look think about the power, the things we could learn."
"your arrogance has no bounds, But you couldn;t have perfoemed the shout yet."
Midnight's horn glowed
"And I'll ensure you never do."
WIth that he charged, in triuth he wished it didn't have to be this way, he had hoped Dusk-shadow had been one of the few to understand, like metal mind and silver hoof.
Dusk-SHaodw showed no hesitation she launched a spell, Midnight blinked out of the spells way.
"Dusk Shadow I know a spell that would make you forever unable to speak again, either swear on your magic to never use that shout or I will use it."
Dusk SHadow didn't flinch she backed away before abruptly shouting at Midnight the force of ehr shout made him dizzy, he fell asleep.
He awoke to find Dusk shadow gone, but he knew she used the shout, the scroll was no where in sight.
he stamped his hoof.

"Midnight are you ok?" Trixie was worried Midnight had been oddly out of tune and for some reason had stomped on the ground, midnight opened his eyes and shook his head.
"Oh, my apologies I was expieriencing a memory."
"Did you remember anything helpfull?" asked Twilight
"No knowledge is useless but not what the type your thinking. Twilight do you ever realize how incrdeible it is the group of friends you have? unicrons pegasi and earth ponies, I lived in a world where such a thing was impossible. back then we could only see our differences we never really truly saw that underneath we're all one of the same.

After Gearwork went over to Rarity's he headed over to Applejack's farm. When he arrived he was greeted by a red stallion that was about the same height as Gearwork and had an orange mane and tail, he also had a picture of an apple for his cutie mark. "May I help you?" he asked politely in a deep voice. Gearwork replied "I'm a new friend of Applejack's, I was just wondering if she was here? I almost forgot to introduce myself, my name is Gearwork and I can tell you're Applejack's brother."

"Eeyup. I'm her brother, name's Big Macintosh, but most call me Big Mac. Applejack is here, she's with Granny Smith, I'll show you where." Big Mac said. He and Gearwork then started walking towards the house, and Gearwork noticed that Big Mac was pulling a large cart full of apples behind him. Gearwork asked if he could possibly help carry but Big Mac declined the offer and said that he could help out around the farm. Gearwork then started to smell something sweet emanating from the kitchen window. Gearwork looked around and saw that Big Mac was already walking away to put the apples he was carting in to a safe place. Gearwork shrugged a little and walked up to the door and an elderly mare greeted him.

Gearwork introduced himself and the elderly mare introduced herself as Granny Smith. She invited him inside and offered him a place to sit, he took her up on that offer and sat down. Granny Smith then started asking him questions about who he was and how did he get to town. A few minutes later Applejack and Applebloom walked into the kitchen and greeted him and asked why he was there. "I'm just getting everyone ready because we have to leave soon." Gearwork then looked out at late afternoon sky "I suppose that we can wait until tomorrow and leave then."

Applejack and Applebloom looked at each other and nodded "If you and the others need a place to rest, we have the room and you can stay here." Applejack said. Applebloom then asked "Where are we headed to next?" excited about going on an adventure.

Gearwork looked at Applejack and said "Thank you, I'll tell the others in a little while. We do need the rest, especially Midnight and Trixie. I haven't seen either of them sleep in about three days." he then took out the map where the vaults were located and then looked at Applebloom "To answer your question, Applebloom, I believe the next place we should head to is near the Crystal Empire." Gearwork said.

By that time Big Mac had come inside and heard Gearwork talking to Applebloom and asked "What's this about heading to the Crystal Empire?" Before Gearwork could explain what was going on and make Big Mac understand, Applebloom was already in front of Big Mac and said in an excited tone "Me, Applejack, Gearwork, and their friends are going to the crystal empire to find some sort of vault." Gearwork cringed by how Applebloom said it, because it left quite a bit open to ask questions, and many would be difficult to answer.

"You're too young to go in search of some vault, Applebloom. You're staying here." Big Mac said.


"No. End of discussion."

"Let me explain what is going on and hopefully you will understand, Big Mac." Gearwork interjected. "Applebloom was correct about searching for a vault, but the thing is Applebloom may actually be helpful, but I'm not the one to really talk about it. You should talk to Midnight, he has a better understanding about what is going on and how she can be helpful." Gearwork then got up and thanked the Apple family and headed out to meet up with Midnight.

they approachjed and saw a weird scene going on.

a few minutes earlier

Twilight apporached midnight who for some reason had seemed to have blenaked out eyes
"Midnight are you ok?"
"What oh yeah I'm working on a spell but every time I cast it." his horn glowed and his eyes went blank again
"midnight your using a memory erasing spell"
"what spell?"
"the spell you just casted"
"What oh yeah I'm working on a spell but every time I cast it." his horn glowed and his eyes went blank again
"midnight your using a memory erasing spell"
"what spell?"
"the spell you just cast"
trixie waled in
"hey guys whats going on?"
"I'm working on a spell but every time I cast it." his horn glowed and his eyes went blank again
"midnight your using a memory erasing spell"
"what spell?"
"the spell you just casted"
"hey guys whats going on?"
Rarity walked in
"Trixie I could alter your cloak so it's like the one midnight wears"
"No thanks I like it as Is, besides I'm helping midnight out right now"

"I'm working on a spell but every time I cast it." his horn glowed and his eyes went blank again
"midnight your using a memory erasing spell"
"what spell?"
"the spell you just casted"
"hey guys whats going on?"
Rairty walked in
"Trixie I could alter your cloak so it's like the one midnight wears"
"No thanks I like it as Is, besides I'm helping Midnight out right now"
Pinkie pie bounced in
"Hey are you gouys doing? is it somthing fun?"
"I'm working on a spell but every time I cast it." his horn glowed and his eyes went blank again
"midnight your using a memory erasing spell"
"what spell?"
"the spell you just casted"
"hey guys whats going on?"
Rairty walked in
"Trixie I could alter your cloak so it's like the one midnight wears"
"No thanks I like it as Is, besides I'm helping Midnight out right now"
"Hey are you gouys doing? is it somthing fun?"

Gearworks rejoined to see a strange cycle repeat itself
"Well time to put a stop to-" applejack was about to walk in when gearworks stopped here
"this is a danger event known as memory loop, the ponies forget their most recent memories, however they do remember that they intened to do them so they repeat their actions if you walk to close you'll keep walk in trying tro stop them but get your memopry removed, gettiung caught in the memory Cycle.
He saw aznoth and showed the little beholder what was happening Aznoth rolled all his eyes which was a sight in itself. he then timed the cyclke just right and he and gearworks put a cone of prtection over everyone except midnight
"I'm working on a spell but every time I cast it." his horn glowed and his eyes went blank again
"midnight your using a memory erasing spell"
"what spell?"
"the spell you just casted"
"I casted a spell?"
"Yes your wroking in a spell that appears to erase the most recent memory of all those aroubd it"
"Oh yes Im working on a spell but everytime I cast-"
Twilight stopped him.
"yeah I know"
Midnight laughed uneasily

Gearwork thanked Aznoth and walked over to Midnight and said "Applejack has offered us a place to sleep tonight, so we can be rested when we head out to our next location, which I believe in near the Crystal Empire. Also I believe that you need to explain our situation to Applejack's brother because he is forbidding Applebloom to continue travelling with us. I don't blame him but you are a better spokesman than I, and I know you'll be able to convince him." He turned to Applejack and said "Take the others with you when you head back, I'll meet up with you later" Gearwork started walking away but turned his head, looked at Midnight, smiled slightly and said "Midnight, you have to much more careful when casting memory spells, they're a tricky and unstable bunch."

Rarity went after him and as soon as she caught up she jumped in front of him and said in an annoyed tone "And after you made rush over here, saying how much in a hurry we were, you suddenly decide that you're staying tonight?" Gearwork smiled slightly and shifted his eyes and then said "Apparently so. I didn't mean to rush you, but I did think that we were going to leave soon, but I thought about how the others haven't really slept, including you, and that we need a spot to sleep. Besides this gives you some more time to gather a few more materials that you might need." Gearwork paused for a moment and then continued "Didn't you say that you were planning on going to the spa after being in the Everfree Forest."

"I completely forgot about that, I was just in such a rush to gather my things for when we leave." Rarity said and she rushed off.

"Well, I better get a few supplies we might need along the way, such as food." Gearwork thought to himself. He then remembered Applejack's farm and figured she'd bring along quite a bit of apples with her. "I'd still like something that isn't just apples, I'm sure the others would agree." He looked at the sky which starting to get dark and he smiled. "I always liked the night, it's always so peaceful and beautiful." he said silently to himself.

He walked for a little while and found a store that had some of things he was looking for. He went in and bought some food and started to head back when he heard what sounded like a distant rumble and saw a faint greenish glow, and it was getting closer.

"That's not good" Gearwork said out loud. He then focused his magic and teleported to Applejack's farm to alert the others.

Midnight, Trixie, and Aznoth rushed to meet the Leo Minor.
Trixie was scared of the prospect if facubng down a crauature similar to the one she couldn't defeat.
"ARe you sure about this?" she asked her teacher
"There must be a way of containing it, I know you are nervous but We can handle this creature."
Trixie was unsure but Aznoth was creating magical barriers in order to tryt and contain the massive lion cub its glowing green paws dug deep into the ground.
Midnight had a plan to handle the Leo Minor but it was dangerous. But to do it he'd need to weaken the Leo Minor and doing so he would very much need the help of Gearwork's and Twilight.

Trixie tired her best to send lightning bolts and bright flashes of colour to daze and confuse the massive beast. working with aznoth who was creating barriers the three were able to slow the Minor's progreess to a crawl allowing time for their friends to come.

Gearwork teleported to Applejack's farm and noticed that Midnight and Trixie were gone. "What in tarnation is going on?" Applejack asked.

Gearwork was about to rush over to help Midnight and Trixie, and he quickly responded "Astral beast, more precise, a Leo Minor. I will need help to stop it."

"I'm in." Twilight said. "I'll meet you there." and she teleported.

"Don't count me out." Rainbow Dash said "I'll show that beast a thing or two." and she rushed towards town.

"We'll be along in a little bit." Applejack said "We'll meet you there."

"Thanks." Gearwork said. He was not going to teleport back into town because that would drain quite a bit of magical energy and he knew he needed as much as possible to fend of the Leo Minor. He opened his mechanical wings and he sent some magical energy into the wings the metal started to glow with a gray light. He then started running and jumped into the air and took off with a streak of gray following him.

A few moments later he arrived to where Midnight and Trixie and Twilight were about the same time Rainbow Dash did, and it startled her. "How did you get here so quickly without teleporting?"

Gearwork dodged a swipe from the Leo Minor and said "I'll explain later, after we defeat this creature." He then took out three of the insectoid machines and activated them. They started scurrying around and the Leo Minor seemed distracted. All of a sudden one of the machines was struck by a magical blast and it fell apart. "Of course, she wouldn't let it roam by itself." Gearwork said as he dodged another swipe.

Trixie looked at him and said "Do you mean-"

"Yeah, Dusk-Shadow is here too." Gearwork quickly put on the visor that he grabbed from the vault and started looking around and found her hidden away in the shadows of a nearby building. He looked back at Trixie and said "I'll hold off Dusk-Shadow, go help Midnight and Twilight cast a spell to defeat the Leo Minor!" He then charged Dusk-Shadow.

twilight cast her spell but There was a problem that Midnight was full aware of, the ursa major had been easy to defeat but it's master had disapeared a long time ago, this creature had been summoned recently and was likely in visibile sight, he began to think, if they could defeat the Leo Minor it would be a serious drain on them and Dusk SHadow could send another until they were to worn out to fight it. a plam began to form in his head he turned to twiligith.
"Twilight seal the Leo in a dome."
"But I dont think I could hold it that long"
"You won't have to just seal it with me inside I only need a second or two."
"How? you can't possible cast a spell quick enough before it would eat you." Midnight didn't respond he simply charged.
Twilight shook her head but charged up a massive spell.
with only a moment of doubt she sealed Midnight and the Minor in a Dome Trixie panicked
"Twilight what are you doing?"
"Twilight struggled to reply but had to concentrate but she along with everyone else began to watch Midnight.
Midnight stared up at the great beast, his horn was glowing as he readied a spell, the beast stared at the tinuy unicorn in front of it.
Midnight charged his horn glowing bright blue, his spell was almost ready, he leapt at the beast.
the jaws of the Leo snapped and Midnight was engulfed inside the beast.
The whole group gasped Twilight's concentration broke and the Leo was free, the leo took a step forwarrd to rampage further.
and disappeared, without any trace the Leo minor was gone.
"MIDNIGHT!" trixie screamed galloping to the spot her teacher had last been seen, she pawed at teh ground, but there was no sign of him, the other surrounded her tried their best to comfort her.
Trixie hung her head and tears formed, Midnight was her best friend, her teacher, and now he seemed to have simply disappeared.

Gearwork ran at Dusk-Shadow and surprised her. She had cast a spell that allowed her be invisible, and seeing that Gearwork could tell where she was caught her off-guard. She cast a spell and threw it at him, but he quickly deflected and sent it right back. She quickly jumped out of the way, but was struck in between her shoulder blades by one of Gearwork's hooves, it caused her to lose her balance. She tumbled a few feet before getting up with a scowl on her face. "So you've learned a few new tricks. It still won't help you or your friends."

Gearwork looked at her and smiled slightly "You have no idea what we've learned," his voice then split into two tones, one of which sounded metallic, "and what we've unlocked." Gearwork unfurled the Dark Iron wings he had folded up before engaging her, and she saw the chestplate with the Element in it.

Upon seeing the Element she started to back away, clearly unnerved by the sight of it and the fact that Gearwork was wearing it. She then got a better look at Midnight and the cape he was wearing and that just caused her to freak out. "It isn't possible, he should have withered to dust by now." she said to herself. She knew that Midnight was stronger than she was and she couldn't allow that to happen. She then saw Gearwork toss a few gems in the air directly at her and they started to glow as he poured magic into them. She focused her magic and cast a shout that caused Gearwork to be thrown far from her and the others and slammed directly into the side of the furthest building in town and fall in an unconscious heap.


Gearwork saw that Twilight was about to cast a spell to surround both Midnight and the Leo Minor in a magical dome. He knew that Midnight was being reckless and it would spell disaster, if he were to disappear. He threw three gems in the air at Dusk-Shadow and pour magic into them, but it was only to distract her as he also commanded one of the two insectoid machines, the one with onyx in it, to climb into Midnight's satchel and remain hidden. It did so without the others seeing it and Midnight didn't seem to notice it. Gearwork was then struck by Dusk-Shadow's shout and was thrown into the air.

As he was being thrown away from the others he saw Midnight charge his horn and lunge at the Leo Minor and it close its jaws around him, and then disappear. "Midnight, you reckless foal, you didn't need to do that." Gearwork said as he saw Twilight's spell disappear. He then hit something hard and everything went black.


Applejack, Rarity, Fluttershy, and Pinkie Pie were running towards where Gearwork, Twilight, and Rainbow Dash headed when they saw Gearwork suddenly move past them in the other direction and Rarity caught Gearwork saying "Midnight, you reckless foal, you didn't need to do that." and saw him slam into the side of a building and fall to the ground.

"Gearwork!" Rarity yelled and she, Applejack, Fluttershy, and Pinkie ran to where Gearwork had fallen and tried to pick him up, but because he had all the metal on him, it was almost impossible for Applejack to move him.

Applejack looked at the Fluttershy and Pinkie and said "We need to get help for Gearwork, try and see if you can get the others to help us if they can." She then turned to Rarity and said "You know how to heal him with those gems, try to heal Gearowrk. I need to help the others if they need it." She, Fluttershy, and Pinkie then went to meet the others.

Rarity stayed behind and took out an emerald from Gearwork's bag and started to heal him and after a few minutes Gearwork slowly opened his eyes. He then took out another emerald and started to heal himself with Rarity helping and he was slowly able to get to his feet. But something was off, and Gearwork felt it. He looked down at the Element and it was softly glowing, and the Dark Iron he was wearing was still buzzing from the shout. It appeared to have protected him the force of the shout but some off it had still affected him.

Gearwork made his way to the others as quickly as he could and saw Trixie crying over by the spot where he disappeared, and he said to her "We'll find him. I promise you. We will find him."

Trixie wiped away some of the tears from her face.
"But how can we find him? The leo Minor didn't carry him away they just disappeared."
Applejack and rairty approached trixie Rairty put her hoof on trixie's shoulder.
"Things will turn out right you'll see" She assured Trixie.
"Yeah I bet Midnight'll be just dandy." agreed APplejack but behind Trixie's back, which gearworks noticed they gave each other a doubtful look. Twilight was looking at the spot where Midnight and teh Leo disappeared, perhaps there was some sort of remains, but she found nothing at all it was perplexing.
"Gearworks do you know anything that can help?"
Applejack and Rairty wqere leading Trxie into the Apple's House.

Gearwork made his way to Applejack's house and he sat down at the kitchen table, took off his wings and sighed. "I know Midnight was being heroic, but what he did was reckless. He didn't need to do that." he said while fidgeting with the wings.

"Don't call my mentor reckless, he saved us all!" Trixie yelled out. "I saw you there in town, why didn't you help us?"

"I was helping you, I was keeping Dusk-Shadow from focusing her magic on you, Twilight and Midnight."

"I didn't see her or any other unicorn."

"She was using an invisibility spell."

"Then how did you see her?"

"With this" Gearwork took out the visor and showed it to Trixie. "It allowed me to see her, even though she was invisible. Do you think I made myself slam into a wall on purpose?"

Applejack and Rarity looked at each other and Applejack spoke "I reckon what Gearwork is saying is true, we saw him slam into that building and it looked like he was hit with some pretty massive spell."

Rarity then added "When we got to him he was unconscious and the armor and wings he was wearing were ringing quite loud. I stayed behind to help heal him but it took quite a bit of time."

Gearwork then remembered seeing some of his mother's jewelry at the jewelry store, and he remembered what one of those designs he saw was designed to be used to find something or somepony that was lost, but the need to find it had to be great. "I think I just thought of a way to find Midnight."

The others looked at him and said "Really, how?"

"We need to stop at that jewelry store in the morning, I need to buy one of their pieces, be-"

"How is that going to help us?!" Trixie yelled interrupting Gearwork "Do you think that buying jewelry is going to put our minds at ease?! WELL, YOU'RE WRONG!!" She then started to cry.

Gearwork sighed and then continued "As I was saying, when I was there earlier to find a tool to shape gems easier, I noticed a few pieces that my mother created. My mother is a jewelry maker, and she makes pieces that have different magical properties. I saw a few of her creations at the jewelry store there and one of the pieces there is designed to find something or somepony who is missing. The only thing is that the need to find it has to be extremely great. She made it like that so nopony can use it for the wrong reason." Gearwork looked at Trixie and said "You like you need to find Midnight before anything else, and because that need is so great, you're the one who will be wearing that piece."

"What if we can't find it?" Twilight asked

"Then we'll have to go to Canterlot again and ask my mother to create another piece."

Trixie sighed she felt bad for losing freakin out like that, she moved away from the group. Aznoth followed her though he did have one of his eyestalks still aimed at Twilight the Little beholder was a loyal creature and even on his master's disapearance he would remember his instructions.
Twilight looked at gearworks.
"Are you certain Midnight is ok? I know he's powerful but we saw him getting eaten by that lepo minor then they both dissappear I don't even know how that happened."
"Twilight's got a point I dont understand Magic but things look don;t look good for Midnight" Applejack Stated

Gearwork looked at Twilight and Applejack, and said "I understand your doubt, but I can't help but think Midnight only did that because it was part of a larger plan to help us. I just wish that he would have told us, and not just go off like that." Gearwork then waited until Trixie was out of earshot before continuing, "I know he likes to do things on his own, back in Hoofington, he was always known to be a little anti-social, and would go off without any notice. That was one reason Dark-Eclipse's storm went unnoticed until it was on top of us, he was supposed to be watching for any storms in his observatory and warn us. When the storm was over us, I was the one who went to see why he didn't say anything, and found the place completely empty. He also did that when you were in town, and he tried to open the vault without us really knowing about it. He doesn't need to prove himself to us we already trust him and have faith in him."

The next morning Gearwork went back into town into the jewelry store, to see if he could get the piece that would allow somepony to find something they lost or were looking for. He walked and the clerk recognized him and said "I'm still not going to sell that tool you were looking at, if that's why you're here."

Gearwork raised a hoof and said "I understand your decision, but that's not the reason I'm here. I saw an interesting bracelet yesterday and thought about giving it to a friend for her birthday." He then pointed to where he saw it the day before.

The clerk looked at him and said "I'm sorry, but I sold it yesterday to a young mare. Odd thing was that despite her looking so young, her voice sounded much older." All the color left Gearwork's face when he heard that and the clerk looked at him and asked "Are you all right? You don't look too well."

Gearwork said "I'll be fine I just need to get some air. Thank you for your help and have a good day." He then walked out of the store, and immediately teleported back to the others.

He arrived and the others saw the expression on his face, but Zecora was the first to say "What news for us do you have to tell? With you expression it will not bode well."

"You're correct about that. That piece I told you about, it has been sold. That isn't the worst part of it, The one who bought it was a young mare with a voice that sounded older. I think we all know who that is." Gearwork said.

The room was silent for a moment, before Rarity asked "Why would she get a piece like that, she isn't looking for anything." The sudden realization that Dusk-Shadow was looking for them and the vaults and the scroll that had the words of power that could destroy an immortal, dawned upon her "Ohhhh. That isn't good. Then how are we going to defend ourselves against shouts when the only one who can really teach us how to cast a shout is missing. You did say that we would have to get to Canterlot to get another piece made, we should go."

"Spike, write a letter." Twilight said and Spike ran off and a second later came back with a blank scroll and a quill. Just then Aznoth magically took the scroll and quill away from Spike. "What was that for?!" Twilight asked annoyed.

"No letters to the Princesses about this. Midnight said they should not know about Dusk-Shadow's and Dark-Eclipse's search for the scroll that has the spell that could destroy them." Gearwork said.

"Then how are we going to get to Canterlot quickly if we can't send a letter?" Twilight asked.

Gearwork sighed and said "I'm going to try and teleport myself there, I need to get there as quickly as possible. I'm probably going to need help, and I'm going to ask if Trixie and Rarity and Spike can assist me."

"Why me, and not Twilight?" Spike asked and the others agreed with that question.

Gearwork took out the spellstone he had hidden in his wings, and said "Because I'm going to use this to help make the spell stronger, and I will need some help in controlling the spell, and because your magical ability is so powerful it could easily destroy us if the spell went even slightly wrong. I'd like Spike to document this, because this will probably never happen again."

"That's understandable, let's get going." Trixie said.

Gearwork headed outside with Spike on his back, and the others followed. Trixie and Rarity approached him and he turned around and said "I'm going to teleport us to the main square. I want us to be in an open enough area that nothing like being one of us are teleported half-stuck in a wall." Gearwork magically held the stone in front of him and the others and closed his eyes. He let the stone's power flow through him, and he also felt Rarity's and Trixie's magic as well, he waited a moment for him and the others to adjust and be able to cast a stable spell. As he focused himself and started to cast the spell, as he did the wind started to swirl around them, growing steadily stronger and louder. When he finished casting the spell and teleported, but this wasn't a normal teleportation and it felt quite different. It felt like he was torn into two places at once, the place where he was teleporting from and at the destination, and felt like the two slammed into each other at great velocity.

Gearwork, Spike, Rarity and Trixie arrived in Canterlot, but a second or so after arriving they all felt a wave of nausea hit them. Both Rarity's and Trixie's legs collapsed and they landed on their stomachs, while Gearwork, only through sheer will power was able to keep himself upright, but only just, immediately sat down. "What an unpleasant experience that was." Rarity said with a groan, "I really don't want to be doing again anytime soon."

"Agreed, that really was quite unpleasant." Trixie said a few moments later. "But it was necessary to get here quickly, and we will have to do it again to get home."

Gearwork put the spellstone away and waited until Rarity and Trixie had recovered from the spell, and they followed him as he walked towards his mother's shop. When they walked in, his mother immediately knew that it was for a specific piece of jewelry. "I see you're here on business, and it must be a real emergency." she said "What do you need made and what is the reason you need it for?" Gearwork relayed what had happened to Midnight, and that they needed one of her creations so that they could find him. His mother listened and said "You need a "Finder/locating" piece which is something not many usually ask for. It will take me about half a day to make, unless any of you would care to help me."

Rarity was the first to offer her help, and Gearwork offered just after Rarity. Trixie stood in the background, saying nothing, Gearwork looked at her and said "I know you feel like you would be a hindrance to us, but trust me when I say that you could be of some help. Spike, you should come along too." Spike jumped on to Gearwork's back as he made his way to the back of the store where his mother and Rarity were searching for the right materials, and Trixie followed shortly after.

"What about this?" Rarity asked, holding a piece of gold.

"Too bulky. It won't hold this sort of magic very well." His mother replied. "We just need the right sort of metal, even if it isn't a precious metal. We need this for a specific reason, not just look nice. I'd like it to look nice, but we can't always have that happen."

Gearwork heard this and pulled out a piece of Dark Iron and asked "Would this hold the sort of magic that we need?"

His mother looked at him and said "Dark Iron, I wouldn't know. I never tried to shape it, but knowing how difficult it is to do that, I wouldn't be able to."

"Don't worry about that, mom, I'll be able to shape it. You just try and enchant it while I'm doing that." he replied. He looked over at Trixie and asked "What sort of piece do you want this to be?"

Trixie looked at him and said "An amulet please."

Gearwork nodded his head and he started to mold the metal into the shape of an amulet and he heard his mother enchanting it with the spell to allow one to find something, but he also heard her reciting a spell that he had never before but he didn't let it distract him. He'd ask her later about it.

About an hour after they had started working on it, they had finished the piece was complete. His mother had added a sapphire in the middle of it to make it look like a piece of jewelry. She then offered it to Trixie who put it on. Trixie's eyes went vacant for a moment before returning to normal, and there was a great big smile across her face. "He's alive. Midnight's alive! I knew I shouldn't have doubted him."

Gearwork turned to his mother and said "So that was that other spell I heard you casting into the piece, a spell to see the status of what you're looking for."

His mother replied "I knew she needed to see how your friend Midnight was actually doing, and based on your attitude I figured that you thought he was alive. It could have gone quite differently, but you needed to know."

"Thanks, mom. We couldn't have done it without your help."

"It's a mother's job to help out their children in certain matters, I'm glad I could help."

Gearwork said goodbye to his mother and he, Trixie, Rarity and Spike left the store and headed back to the main square. When they got to the spot where they had arrived earlier, Gearwork took out the spellstone and said "Are you ready?"

Rarity whined slightly about it, but she eventually agreed and said she was ready, Trixie was already ready and eager to find Midnight. Spike latched on to Gearwork's back as Gearwork started to cast the spell. They quickly disappeared and arrived back at Applejack's farm, and this time Gearwork did collapse do to the nausea. The others who had stayed behind, rushed over after they saw Gearwork, Rarity, Spike and Trixie collapse after reappearing. After a few minutes Gearwork got to his feet and told them had happened, and that teleporting such a great distance really does not sit well with one's stomach and he really didn't want to do that again.

Trixie was ecstatic about Midnight being alive and was in an awful hurry to go and find him. The group gathered their things and brought them to Trixie's caravan and they left ponyville.

The Caravan sped to find Midnight; it was a difficult trip as Trixie's amulet could point a direction it didn't say where it was leading to. They soon found themselves heading towards the desert in Equestria, applejack started to see familiar territory.
"Hang on a sec; we're getting pretty darn Close To Appleloosa, now why in the wide wide world of Equestria would Midnight be there?
"I'm not saying he is, I'm just saying the amulet says he's there, maybe the Leo carried him off, we don't know the whole story yet." Trixie replied
Gearworks meanwhile was looking out the window, He couldn't help but feel they were being followed, as if someone was also searching for midnight, but didn't have a way of tracking him so was following them.
Aznoth was resting however Aznoth could keep two eyes open while sleeping and give those eyes a rest, meaning Aznoth essentially was still able to look around while sleeping. One eye stalk was casually looking around while another was still watching Twilight.
Rarity was getting her beauty sleep, while Spike was fawning over her, not to subtly either.
Pinkie pie was not doing well in the confined space; Fluttershy meanwhile was talking to Rainbow Dash who was flying.
"Umm Rainbow dash, maybe you'd prefer riding in the caravan?"
"Why I need to stretch my wings, besides this way I can get a better look for Bed-night"
"It's midnight" she said shyly
"Whatever, anyways maybe I'll take a short rest." she said and flew into the caravan and sat down.

Gearwork was a little cautious because felt as though somepony or something was following them. He knew what Dusk-Shadow was after and it was up to them to stop her. But her reaction to seeing Midnight, like he was when he faced her long ago, still stuck in his mind. "It's not possible. He should have crumbled to dust long ago. How can he still be here?!" he remembered hearing her say that. "She must be waiting for us to find him so she can try and destroy him." he thought to himself.

"Quit it." Gearwork heard a young filly's voice muffled under a pile of supplies. "Do you want us to get caught?" he heard another say right after. He rolled his eyes and walked over and telekinetically lifted the pile only to find Applebloom, Sweetie Belle, and Scootaloo underneath it. They looked at him and then at Applebloom, "Nice going Applebloom. They now know we're here." Scootaloo said.

"Applebloom!" Applejack said in worried voice. "What are you doing here?"

"Sweetie Belle!" Rarity said in an annoyed tone. "Why on earth would you follow us?"

"We thought we could help you find Midnight." Applebloom said.

"It would be an adventure." Sweetie Belle said.

"It might be a chance for us to earn our cutie marks." Scootaloo said.

"It's all well to try and find your cutie marks, but you shouldn't put yourself in harms way to do so." Applejack said.

"I agree." Gearwork said. "It's all good for you to want to find you cutie marks, but to throw yourself in the face of danger to do so is not courageous, it is reckless. But enough with scolding you. You are already here, and we can't go back at this time, so you're going along for the ride."

"Yay! Cutie Mark Crusaders! Go!" The three fillies shouted and jumped in the air.

Gearwork then headed back to the window and started to go over the fight with the Leo Minor and what had happened before with Midnight trying to regain his memory. "Midnight may have teleported the Leo Minor, somewhere it could have been out of Dusk-Shadow's magical reach." He thought to himself. Some time had passed when the group had arrived in Appleloosa and Gearwork stepped out and he immediately shaded his eyes with his hoof.

"Welcome to Appleloosa!" Somepony greeted them.

"Howdy, Braeburn." Applejack said "How've you been doing?"

"It's been really good since you were here last. The buffalo have been quite agreeable since we opened that path for them to stampede."

"That's good. We were just wondering, has there been anything strange happening lately?" Applejack asked.

"Now that you mention it. The buffalo have been saying that they've seen some strange things lately, especially at night." Braeburn replied.

"That's where we should start." Gearwork said. "Let's split into two groups. One group stays here and asks the townsfolk if they have seen anything strange recently and the other group goes and asks the buffalo what they've seen recently. I'll ask the buffalo, along with Trixie, Aznoth, Spike, Twilight, and Rainbow Dash. Applejack, you and the others stay here and ask the townsfolk. It that okay with you?"

"Applejack." Braeburn walked over to her and asked "What's really going on? Who is that stallion telling you to split up? Also, what's with all the odd questions?" Applejack looked a little nervous when confronted about it and she didn't want to lie, she was the bearer of the Element of Honesty after all.

Gearwork saw this and decided to step in and answer Braeburn's questions without giving too much information. He didn't want all of Equestria to know and cause a panic, it was best that they stay under the radar. He walked over to Braeburn and did his usual greeting and said "Sorry I didn't introduce myself, I'm Gearwork and I'm a new friend of Applejack and her friends. As for your questions, we're here because another one of our friends went after an Astral creature and we're here to find him. We found out he was around here and that's why we're here to get him."

Braeburn looked at him for a moment trying to see if Gearwork was telling the truth, and for a moment it looked like he wasn't going to believe him. Gearwork was always horrible at lying and one could immediately tell if he was, but he wasn't lying about what they were doing and he could keep a straight face. Braeburn face relaxed and then said "Nice to meet you Gearwork. I hope you find your friend and wish you good luck."

Gearwork then turned to the others and said "Let's get going, and remember try to avoid suspicion when asking questions. We need to stay under the radar, we can't have everypony know what we're doing, it will end up causing a panic and it will hinder us."

The group split up and Gearwork's group (Gearwork, Aznoth, Trixie, Twilight, Spike, and Rainbow Dash) went to meet with the buffalo, and Applejack's group (Applejack, Rarity, Zecora, Fluttershy, Pinkie Pie, Applebloom, Sweetie Belle, and Scootaloo) stayed in town to ask questions.

Rainbow Dash led the way to meet with the buffalo, she seemed a little annoyed that Gearwork and the others weren't in a big rush, she would fly ahead and then fly back to the group. After about her doing this about ten times she finally had enough "Can't you guys hurry up? I thought we were in a hurry to find Midnight. Why are you taking so long?" she asked.

Gearwork looked at her and said "We'll be there soon, don't be in such a rush. Usually when you're a rush, you overlook many things and they are usually important."

Rainbow Dash looked at him for a moment and then scoffed and said "If it's important, I'll see it. I always do, I'm amazing like that."

Gearwork's eyes flashed and he immediately responded in a very annoyed tone "You'll see it, huh, you noticed the statues that caused Rarity to split into two, or when we were training and you were almost electrocuted. You noticed those dangers, oh wait, you didn't. If I recall both those times you were oblivious to them and you were held back by Aznoth and pushed out of the way by Foxfire. You're amazing all right, amazingly oblivious and arrogant."

Rainbow Dash landed on the ground, looked at Gearwork and sat there with an open mouth, speechless. The others looked at Gearwork stunned by what he said to Rainbow Dash and after a few moments Twilight finally said "That was uncalled for, Gearwork, you should apologize to Rainbow Dash."

Gearwork gave out a long sigh and went over to Rainbow Dash and placed a hoof on her shoulder and said "Rainbow Dash, I'm sorry for what I said it was uncalled for, but you should be more aware of your surroundings." He then left Rainbow Dash to think about what he said.

A few minutes later Rainbow Dash joined them and walked in silence, and Spike was curious about why Gearwork said what he said to Rainbow and asked Gearwork "I've never seen anyone say anything that went through Rainbow Dash like what you said, how did you do it and why did you say it?"

Gearwork looked at Spike and said "What caused me to say what I did was her saying how amazing she was, that arrogant remark just made me snap. I don't usually say anything nasty about somepony, but when I do, because I observe how they act over a period of time, I will say something that will go right through them."

Spike leaned over to Twilight and said in a low voice, so Gearwork wouldn't hear, "Remind me to never to get on Gearwork's bad side." After walking for a while the group found the buffalo's camp and Spike jumped off Twilight's back and ran into the front of the group and motioned them to stop. He then said "Let me go in first, since they know me they will let me in, I will let them know that you're with me so they won't feel like we are intruding." Spike then walked into the camp and started talking to a young buffalo. After a few minutes he motioned the group to come over and they walked into the camp.

Spike introduced the young buffalo as Little Strongheart and she greeted the group pleasantly and asked why they were there. Gearwork told her about what he heard in Appleloosa and he wanted to learn more about it. She looked at him and started telling him that in the last few days the buffalo have seen and odd greenish glow that moved at night and slight rumbling when it did. She also said that along with the glow there have been brief flashes of dark blue light and odd noices that sounded like somepony's voice in the distance and whenever they heard the voice the ground itself seemed the ring for a few moments afterwards. Gearwork looked at the others and they all said "Midnight" at the same time. He then told Rainbow Dash to get the others in town and once they arrived they would head out that night to find the source of the light. Rainbow Dash nodded and flew off towards Appleloosa.

Little Strongheart asked what was going on and who or what "Midnight" was and why they were heading out to find the source of the greenish light. Gearwork explained what had happened in ponyville and that they were there to find their friend. Little Strongheart sat quietly for a little while before insisting that she come along so she could tell the tale of what happened afterwards to the tribe. After pleading to come along after he told her no, many times, he finally relented and allowed her to come along.

Applejack and the others joined Gearwork's group as soon as they could and Gearwork told them what was happening and what they were planning to do. They listened to what Gearwork said and they agreed with what they were about to do, even Fluttershy did after coaxing her, they then sat down to eat and rest until it was time to head out. Gearwork was able to get some sleep by being away from the others in the shade of a small cave on the outskirts of the buffalo camp. A few hours after sundown he awoke to the sound of a roar and the rumbling of the earth. He ran to the others and they all looked at each other and then at the approaching green light, they nodded and ran towards it.

As they ran towards the green light, Gearwork took out four light stones and had them hovering above his head and out of his vision, Rarity took out a ruby and a diamond and had them above her head as well. Trixie's and Twilight's horns glowed as they prepared to cast a spell when they confronted the Leo Minor. Applejack had some rope and Rainbow Dash was right next to her to help Applejack lasso the beast. Pinkie, Zecora, Fluttershy, Scootaloo, Sweetie Belle, Applebloom, and Spike were in the back ready to take cover if they needed to.

As the Leo Minor came into view, Gearwork prepared to create a barrier around the Leo Minor with the light stones, when all of a sudden a small slightly armored figure ran in front of the creature and unleashed a spell that caused the beast to be thrown back. Gearwork looked at the figure and recognized the cloak as Midnight's, but the small amount of armor he wore was something new, but the details on it seemed familiar. As the Leo Minor got up a second figure wearing a metallic cloak and wide brim hat stood on a large pile of boulders and unleashed a flurry of spells that caused the Leo Minor to run away.

The two figures then headed to meet Gearwork and the others, and he immediately recognized Midnight as did the others. Trixie's eyes started to tear up and she ran and gave Midnight a large hug and said "We thought you were gone, only Gearwork knew you were still alive."

Gearwork walked up to Midnight and placed a hoof on his back and said "It's great to see you, I'm glad you're okay. I see you were able to get a few pieces of armor, that's good." he face then grew serious and asked "What happened after you disappeared and why did you do that?"

Midnight hung is head.
"I started to suspect Dusk Shadow may have been watching us, I couldn't think of a way to permanently remove the Leo minor, so I decided the best chance was to get it as far away as I could I used a shout from one of the scrolls, it's a sout that gives the caster the speed of the wind able to move at the speed of a furious whirlwind.
The once out here in the middle of a desert I decided to test out my ability to shout, in olden times those who wanted to master shouts must put themselves through rigorous challenges, it was therefore removing a threat and allowing me to strengthen my ability to shout.
"Please forgive my rash nature I had to take action and I knew i could find you or you could find me before dusk shadow did."

Gearwork put a hoof on Midnight's shoulder and said "I understand why you did it, but as for the others, they feel a like you don't fully trust them. I've known you for a few years and I know how you act, somewhat. I forgive you, but you should really apologize to Trixie. She almost suffered a breakdown after you disappeared. Which brings me to some very urgent news Dusk-Shadow has a way of finding the scroll that can destroy someone who is immortal. The piece that brought us to you, is something my mother made, and Dusk-Shadow has something similar that my mother made but sold it to another jewelry store." Gearwork then remembered how his mother's magic items worked. That they would only work if the intention was good not negative. "We might be okay, the item will work, but it won't find what she's looking for." Gearwork then looked at the figure who helped make the Leo Minor retreat and was curious. The figure seemed quite familiar but also unfamiliar and he couldn't figure it out. He walked over to the figure who was wearing a long metallic coat and a metallic wide brim hat to get a closer look. As he looked the sudden realization hit him and he jumped back "No. It can't be. Metalmind?"

The others looked at the figure in confusion and shock at Gearwork's statement, but before anyone could say anything the figure spoke in a very rumbling voice. "Metalmind. Now that is a name I haven't heard in a long time. How do you know of him?"

"You mean you're not him?" Applejack asked

"No. I knew him though." the figure replied.

"If you knew him, then that means you used the immortality spell on yourself." Twilight said.

"Incorrect, purple one" the figure responded. He then took of his hat and Gearwork saw fine workings of metal all across the figure's face and he noticed that the eyes had faceted gems in them. "I knew him because he created me."

Gearwork walked around the figure and said in a shocked and somewhat excited tone "I knew Metalmind was a mechanical genius but I never knew he was able to create such a complex piece."

"Metalmind was not the only one to help create me. His entire family helped work on me for many years, wife, children, grandchildren, they all did their part. Which still leaves my question; How did you know of Metalmind?" the figure asked.

"Oh, sorry about not answering." Gearwork said. "My name is Gearwork Hastemaker, and I'm a descendant of Metalmind."

"Makes sense, you have an almost uncanny resemblance to Metalmind. It's nice to meet you, Gearwork. My name is similar to yours, it is Metalwork." Metalwork said.

"It's nice to meet you, Metalwork." Twilight said. "Why are you all the way out here in the middle of nowhere?"

"The reason I am here is because I am a guardian, not just of a vault, but also Metalmind's workshop."

"Metalmind's workshop?" Gearwork said in a very excited tone. "We should go there, can you show us the way to it?" Gearwork asked.

"The direction to his workshop is not what you should ask, but how to get to it." Metalwork replied.

"What does that mean?" Rainbow Dash asked in a bored and impatient tone.

"I think it means that there is no way we can get to it if we just look for directions. The only way we could reach it is by using magic." Twilight said.

"Exactly." Metalwork said "Metalmind didn't want his workshop to be found by anypony, only very few ponies knew where it was located. One such pony who knew of its location is your friend, Midnight. That is where he retreived the piece of armor from."

"Metalwork" Gearwork said "If you can, can you take us to Metalmind's workshop?"

Metalmind looked at him for a moment and said "For a descendant of my creator, I will do so gladly. Everyone gather round, I'm about to use a powerful teleportation spell." Metalwork's horn which was comprised of metal, had many small gems that were in the spiral of his horn, flashed brightly and the group teleported.


The group arrived in a very large cavern that had large crystalline structures that had large veins of gold, silver, and other metals in them. The cavern was lit by many lightstones and one could see all the notes and tools that Metalmind had left behind. Rarity looked at the crystalline structures that made the walls of the cavern, which besides having metal in them, were carved in an elegant fashion to make arches, columns, and doorways. Rarity looked around and said "Such elegance. Such grace. Such majesty. There are no words to describe this beauty." she then sighed and fainted. Sweetie Belle, Spike, and Fluttershy rushed over to her side.

Metalwork looked at Rarity and then at Gearwork and asked "Is she going to be okay?"

"I've never seen her do that before, but I'm pretty sure she'll be fine." Gearwork responded. He looked around and said "It really is quite beautiful."

"If you ask me" Rainbow Dash said "I find it a little creepy here."

"That's exactly why I like it." Gearwork replied. "There is a creepiness to it, but it is also quite beautiful."

Gearwork took some time to look around the entire place and found that it was much more than a workshop. It was a place to live. He found many separate rooms, some designed to be bedrooms, others living rooms, he even found a kitchen and pantry. He then discovered a long hallway that had many doors to it but no side rooms and then came across a large metal door that he recognized as Dark Iron and carved into the metal in beautiful penmanship were the words "Memoriam" and Gearwork knew that this was were Metalmind and Silverhoof were buried. He lowered his head for a moment and said "You may be gone, but you are not forgotten." He then turned around to join the others.

When he joined the group he saw that they were all busy with something they found in the main chamber. Twilight was going over many different scrolls reading the spells that were left behind, Applejack, Applebloom, Pinkie Pie, Rainbow Dash, and Scootaloo were playing with something. Midnight was talking to Metalwork and Sweetie Belle, Spike, and Fluttershy were helping a recently recovered Rarity up. Gearwork went over to a clear work desk and started to go over Metalmind's notes.

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