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

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When the magic from the enemy unicorn fizzled out, it immediately retreated with both Stonehorn and Goldwing in pursuit of it. Stealthmane turned around and soon joined the group, who by then had almost reached Trixie's caravan. He then helped Midnight enter it, and waited until everypony had entered before asking if he could come inside. Gearwork looked at Midnight who nodded his head weakly.

A few minutes later the caravan was already moving away from Canterlot, towards Hoofington. Gearwork had already started healing Midnight with one of the few emeralds he grabbed before he left for Canterlot. Rarity and Twilight were watching in amazement that a unicorn could use a gemstone to cast different spells. Twilight was watching intensely and trying to figure out so she could do it as well, it was an entirely new technique to her and she wanted to learn how to copy it. When Gearwork was done healing him, Midnight thanked him and started talking to Stealthmane.

While Midnight was doing that Bookworm was already reading the two copies of Elements and Armor and comparing them. Gearwork decided that while the others were doing their thing that he should try and use some of the dark iron that he recieved when he got the book, and try and add it to his mechanical wings. He took off the wings and took a few pieces of dark iron out of his bag. He held up the metal and focused his magic on shaping the metal, and soon realized that trying to shape it was draining him incredibly fast with little progress. He then thought of the spell stone he carried with him, he knew if he was able to use a small percent of it's power to help him with the metal that he could mold and shape the pieces much faster. 'Midnight's going think that I'm being reckless by doing this, but I'm only going to be holding the stone, not casting with it.' Gearwork thought while he took out the small violet stone that glowed with the golden light.

He held the stone in one of his hooves and started focusing on the metal again and he felt the stone's power flowing through him, and he felt a little uncomfortable and knew if he started feeling the slightest bit overwhelmed he would immediately let go of the stone. While he focused on the metal with the power flowing through him he was able to mold the metal much faster and was done building the new pair of wings in about the same amount of time it took him to build the reinforced wings. The new wings were larger than the reinforced set and looked a little more elegant. He put away the spell stone and put on the new set of wings and moved each wing, testing if they worked. When they did, he folded them down and decided to look out of the window.

Midnight Was resting for now, his eyes were closed and his face suggested he was having a pleasant dream in fact his dream was strange.
he was running around his observatory looking for a key to a lock that was keeping his mouth clamped shut. he heard some thing outside laughing but he could do nothing about it.

suddenly the world round his dram shattered and he was in a strange place where several unicorns they were wearing simple robes and gathered around a blue fire.
"Welcome, DO not be afraid, We have called you here, Once we were simple unicorns practicing the ancient Magics with Discipline and Wisdom we did not want to get involved with The Traitors we had hoped their attempt to Overrun he place you call Equestria would fail, some who had stayed but were wise enough to forgive decided to ask for our help we offered them shelter and food but would not use our magic for Personal gain. However when the Traitors lead there attack they were intent on using Ancient magic to threaten all that was in balance we could not risk this so now we help the resistance, We used a from of magic that caused your mind to project yourself into this place."
"Why for what purpose"
"To show you this."

Midnight saw these ponies were all watching several unicorns these unicorns were in chains like the ones before and they were being cruelly shoved around by Armored Pegasus, whats more there were earth ponies being forced to move large heavy chains.
finally a unicorns suddenly appeared. it was Dusk Shadow or at least it appeared to be here, he realized she was projecting herself, however she did it on her own.
"IS everything ready?" she asked
"Yes ma'am but uh......"
"What?"
"Are you sure this is a Good Idea?
"Don't question My plans, your Commander would have your Court Martialed for this."
The unicorns after some prodding began to vocalize their voices, Dusk shadow smiled
"That little stargazer thinks he is the only one with the Words of Power? he is dead wrong while Many can use the ancient tongue and create magic very few can speak the words of power No wonder the storm was dissipated."
she then took her position she read form a scroll similar to Midnight's
she looked up at the heavens a particular constellation.

LAY MI NOR


the earth shook violently and something began to swirl around the constellation, something was descending down to the ground, when is reached it took form a giant Dark Green creature that looked like a lion club Midnight gasped, it was just as he had suspected the Ursa minor and Ursa Major were not in fact natural creatures that happened to have constellations of them, they were beings created by magic.

and he just realized she had summoned her own, Leo minor a little one but he guessed like himself she had only one scroll.

It was a few hours since Gearwork had made the new pair of dark iron wings, he also had explained to both Rarity and Twilight how he used a gemstone's hidden abilities. He had been vague, since he couldn't really explain how he did it. Twilight had gotten annoyed with Gearwork since he couldn't be more descriptive, and help her figure it out, but she couldn't replicate the results.

Rarity on the other hand had made a little progress with it. 'It's probably because her affinity to gemstones already. She can already sense their location, so I would assume that she could learn to use their hidden power.' Gearwork thought to himself as he watched her cast small blue lights around a sapphire that he lent to both her and Twilight. He didn't want to give any other stones since a sapphire's ability was water and the worst thing that would happen is that they would all get wet. Bookworm wasn't too happy about the idea of getting wet, and/or getting the old books damaged, but she at least agreed when Gearwork said that it was either a sapphire that created water or a ruby that erupted fire.

Midnight was sleeping, but there was something off about him. It didn't look like he was actually fully dreaming, but more like he was having a vision. Gearwork could hear a few words being spoken that were almost inaudible, but he could make out at least a few words and the most audible that he heard startled him.

He heard Midnight grumble "LAY MI NOR" and he immediately knew that this was not a good thing. He remembered reading something about Ursa Major's and minors that there were other types of creatures that were similiar to them. Gearwork just knew that something even worse was about to happen and that the group had to hurry and find the pieces of armor in any hope of standing a chance against Dusk-Shadow and her spells.

Midnight awoke and shook his head
"Where are we?" he shouted startling Twilight and Rarity, luckily no one got hit by any stray magic.
"I just got projected elsewhere, Dusk-Shadow can shout, except she can do a lot worse than make the weather a sunny day. SHe can call forth an astral creature, I think though it can backfire now."
"How so?"
"Nopw I know all the constellations names are actually words of power, meaning If I can study one I might be able to translate on for my own." he said grinning.

Bookworm stared at midnight as he awoke then spoke. She had, until this point, been busy ensuring the continued well being of her many books; water was bad for them and she would not let Gearwork forget it. But, as he awoke, Bookworm felt the need to question something.

"Why is it every time something crazy happens, you end up unconscious?" she asked, her head tilted. Not waiting for an answer, she returned to the more important task of checking her books for damage. Fortuitously, it seemed her books had escaped damage - she knew there was a reason she had her saddle bags waterproofed.

A few minutes later, her task complete, and remembering Midnights words about constellations, Bookworm came up with another question - this one more serious. "What happens if you call Equuleus?" she asked, truly curious what calling to the little pony constellation would provide.

"Hmm, I don't know, I can't remember the story of Equuleus, I think it was a fast earth pony. I don't think Summoning a Pony would be smart, The Creatures usually obey whoever calls them but Ponies tend to do things on their own choice."

Bookworm shrugged and moved on. "So if you could call an incarnation of a constellation, who would you call? Draco? Cancer? Hercu-colt? Libra? What would Libra even do - measure things? Do you think Libra would be good at measuring anything other then weight? If Libra is so important, then logically Libra could beat Draco - so how would a scale beat a dragon? It would have to tip the scales in its favor..." Bookworm started saying, no end in sight.

What could she say; she was curious.

"I, well, Just because I learned Constellations could be used to summon astral entities doesn't mean I know everything. I heard stories about this stuff but I never knew the specifics, I had heard stories of Unicorns controlling magic creatures that existed as constellations but I didn't know how they did it, it would require a lot of testing to learn this, and We don't really have the time for me to try and call down a set of scales."
Midnight was a bit stressed out, Bookworm meant no harm but that didn't mean her questions didn't irritate him, mostly because it was reminding him of how little he understood.

Gearwork was listening to the conversation between Midnight and Bookworm about astral creatures and he then remembered the names of two of them. "What about Canis Major and Minor?" Gearwork asked.

Both Bookworm and Midnight looked at him a little confused. "Well, wouldn't the most obivious choice to fight an astral feline, be an astral dog?" Gearwork asked "The only problem is that we would most likely have to summon both to gain any advantage against her astral creature." Gearwork said. "I still have the scrolls that my mother gave to me, I haven't really anytime to have read them, and when I did I forgot. Let's see what there is, maps, armor, stones, Aha! there, we could use this right now." Gearwork pulled out an ancient scroll, even older than the others and handed it to Midnight. "It looks like a spell to summon an astral creature, but I can't really tell what the creature would be. I think it might be a spell to summon another Leo of some sort, possibly a Leo Major. If it is, I hope we can control it."

Midnight looked at this ancient scroll
"This is odd this scroll is old, All the sealed scroll were created at the same time, which means this scroll has been sealed before the others were."
Midnight began to ponder, this spell had been sealed before the Unicorns had quit the use of shouting meaning this shout, whatever it was, was deemed too dangerous to be used.
He managed to open the scroll and read without speaking the words of power.
He studied them for a long time, until he realized it's use.
"This doesn't summon a creature, Remember how the the tribes suffered a blizzard? well at the time the clear sky's shout wasn't working, they obviously were attempting a different shout however shouts aren't easily changed, you can't predict the effects of a shout even with knowledge of the words of power, this was an attempt to bring forth the sun to end the winter, I It may be useful, you see like the stars the creatures disappear at night, if this shout could call the sun it could stop any astral creature. but it could be dangerous, I would guess that this shout was never used.

Seeing the old scroll, Bookworm was reminded of the their original intent in going to Canterlot;[u]Elements and Armor[u]. Returning to the book, she began to read in earnest, and with a speed only a writer could manage. After a few dozen pages, she turned up to the group, shaking her head. "I don't know where you got the older book, but it has a lot of problems in it." she said, not realizing it was one of Midnights family ancestors who wrote it. "It's filled with spelling errors, and grammatical problems." she continued, unimpressed with the old copy.

"It doesn't even make sense; the author manages to use litotes, catachresis, and anacoluthon correctly' even manages to use apophasis, which I'm terrible at - though I digress; I don't mean to speak of my writing." she said, going on a slight tangent and laughing a little at her little joke that she knew few would get. "Anyway; but after using all those techniques well, to prove purposes, he misspells the easiest words in the most bizarre locations."

Holding up a copy of the book, it quickly became clear what Bookworm was speaking of. Simple words, like "The" and "Its" were horribly misspelled or misused throughout the page. Continuing her analysis, she added, "What more, the newer copy is penned by the same author - you can tell by the writing style if you look at the "Y"'s - but the author names are completely different and all the words are spelled right. If I didn't know any better, I'd say your copy Midnight is a rough draft, but that wouldn't explain the change in pen-name." she said, without hesitation, building up her confusion.

"...unless it's really a book-cypher, this author is a hack." she finished, putting down the older copy without a second thought and returning to the much easier to read copy she had found.

"Good penmanship though" she grudgingly admitted after a few seconds.

Gearwork was about to correct Bookworm that it was his ancestor that wrote the book, but thought otherwise. At that moment it was trivial and not that important, they had other matters at hand. Bookworm was correct though, it was written in a cipher, which could only be deciphered by some of the scrolls that Gearwork's mother had given him along with the book. He planned on working on deciphering it when he and the others arrived back in Hoofington, but having Bookworm working on it now changed his plans and he decided to help her out with it.

He took the older book along with some of the scrolls that came along with it. He also took out a quill and a small bottle ink along with a few pieces of blank paper. He held up quill and the old scrolls and started looking at the old tome and immediately started writing down corrections to it, and he soon realized that the tome was giving him coordinates to the vaults and he immediately took out a map of Equestria and started circling where the places that the coordinates pointed to and soon recognized a few places that he knew. It also showed a few places that the group would have a hard time getting to, and even greater risk leaving. He recognized that one of the vaults was right in the middle of Changling territory and another was somewhere in Ghastly Gorge. He then notices something that was puzzling, one of the vaults was in the Everfree forest, but in the same place as the old palace ruins. 'It would make some sense,' Gearwork then thought 'that the vaults would be built over, since they were built before the princesses arrived.' The next place he circled on the map was near Hoofington, deep somewhere in the mines. "Perfect timing" Gearwork said with a slight smirk "We're almost there now."

The others looked up at Gearwork, a little confused by what he said. He then showed the others the map with the places on the map that supposedly showed where the vaults were. Bookworm gave him a dirty look, annoyed by the fact that he had deciphered part of the book so quickly, and also that the version she was reading didn't give her any hints of the locations of the vaults. He then heard Rarity suddenly gasp and cry out "No, not there! Anywhere, but there!" Gearwork, confused, looked at the place she was pointing to and saw that it was in the middle of nowhere. Even more confused by her reaction Gearwork asked "Why is Rarity acting like that and pointing to a spot that is in the middle of nowhere?"

Spike was the first to respond and answered "It's a place that my friends and I have been to before. It's where the Diamond Dogs live. They kidnapped Rarity and forced her to find gems for them, and they also tried making the others work for them as well. Rarity somehow made them want to get rid of her, and also gave her alot of gems as a price for her leaving." Gearwork listened and already started thinking of ways of negotiating with them. He could build something that would mine gems for them, if that didn't work Rarity could get them to agree.

He then pointed to the spot on the map that showed the Hoofington mines and said "This should be our first stop. I know the mines fairly well and it should be fairly easy to that vault."

Unbeknownst to Gearwork and the others, they were being tracked.

Midnight listened to all this while he had his own while his mind was on contemplation.
In truth Midnight felt like they were trying to be in two worlds at once, they were learning of the world in the past learning it';s secrets and going to those places, but they were in the present which was different, he felt a sudden sympathy for Luna, her situation was almost like their own, she had been gone for one thousand years, things had changed, and what they were searching for was in a place that was not the same as it had been thousands of years ago.
"Gearworks"
"Yes Midnight?"
"The spell that Dusk shadow used to make herself immortal, i think she still has it."
"Yes, likely why do you ask."
"The scroll is undoubtedly a shout, I need you t promise me something."
"Sure anything."
"Don't let me use it, Don't let me touch it, I can't even see it understand."
"I think your getting a little too-"
"I AM NOT, listen to me, that shout it is not a gift it's a curse, I can't have that shout, I can't ever know those words, Please don't let me see that scroll for if I were to somehow gaze upon it, I'd be lost I'd forever be tempted to have it to use it, never, no matter what I plead, never let me see it, Destroy it so when I grow old and feeble I can;t in weakness use that cursed shout to prolong my life. I can't allow myself to live forever and I can't let myself be tempted, so please, never tempt me with that scroll, never, never allow me to use that spell, because while I might intend to use it for great good, I would end up causing horrible pain."

Gearwork looked at Midnight with complete understanding, he knew that immortality was not a blessing, but a curse disguised as one. "I understand, Midnight." he said, "A spell like that should have never come into being. I once heard somepony say "That the greatest curse is often disguised as the greatest blessing, and that is immortality." I would like to destroy it as soon as we get it. It should never be used again."

Gearwork then thought about how young Dusk-Shadow had looked and realized that there may be a secondary shout, one that reversed age, a fountain of youth spell. He then looked back at Midnight and said "Midnight, I think that there might be a second spell to that immortality spell. The immortality spell would guarantee that one would never die, but it probably wouldn't stop you from aging. Even if you were immortal but you continued to age. After maybe 200 years, you would become unable to do anything but exist. So there might be a second spell, one that would make you young again. That could explain why Dusk-Shadow looked so young, I don't think that she was just a filly when she was recruited by Dark-Eclipse, and became her second-in-command, she must have been older and used that spell to make herself young again."

Midnight considered this.
"That's possible however that spell is likely to not be a shout, Shouting is very powerful, but limited, as the shout must be made of words of power, and all three words must correlate properly, to reverse aging is likely a construct of the second language, like the spell i used to weaken those unicorns magic, those weren't ancient words of power. I suspect Dusk shadow did the same. I also think Dusk-Shadow proposed the idea to Dark Eclipse, Ancient Pegasi aren't fond of magic, she was likely persuaded by Dusk-Shadow with promises of power."

Gearwork listened and understood what Midnight said. He thought about it and wondered what other types of spells could be created by such means. 'Most likely nothing good, if Dusk-Shadow is the one creating them, or forcing other unicorns to create them.' Gearwork thought. "I'm glad that we have some knowledge on some of those types of spells. With that we have a chance of besting her on the same playing field.'

Gearwork started augmenting the new set of wings, the one made out of dark iron. He decided that adding a few gemstones to it would make it easier and faster for him to grab and use if he needed to. He decided to add seven stones to it; an emerald, a sapphire, a ruby, a light-stone, an onyx, and a spell-stone placed in the center. The last stone he decided, with much difficulty, to use a stone that he would only use as a last resort. It was a black spinel, a black stone that a depth to it, and seemed to hold an abyss within it. He knew that if he had to use it, it would be only when he was the last one standing. Each stone he used, had an elemental ability to it; water (sapphire), fire (ruby), light (light-stone), earth (onyx), healing (emerald), and an amplifier (spell-stone) if needed. The black spinel's element was still pretty much unknown to him, he had never used it's ability before, he never needed to. He just knew that it was to be used as a last resort.

Midnight looked at Gearwork's redesigned set of wings.
"Is that Dark Iron lighter? I assume you design requires it to be light and making it heavier, even to make it stronger, would hamper the ability to fly.

Gearwork looked up at Midnight and answered "Dark Iron is incredibly light and extremely strong and durable. It's lighter than anything that I've used before. The only negative thing about it is that it's incredibly hard to mold, even with my magic. The only way I could actually shape and form it was to hold a spell-stone to amplify my magic so I could. I created this piece while you were sleeping, and it took a little longer than it would normally would if I were to create a normal set of wings. The Dark Iron is a metal that my ancestor created, and I'm pretty sure that the sets of armor were made out of it."

Gearwork knew that there were to be more challenges ahead and if he could would make a set of wings for everyone in the group. Gearwork then continued "Whenever I have any spare time I could try and create a set of Dark Iron wings for everyone in our group who can't fly. I'll even add a slight ornamental designs in the metal for whoever wants it. I will not do requests if there are changes in the design of it. Since we have about an hour until we reach Hoofington, I'll start making a few sets. They won't be finished by the time we get there, but they will be soon enough." Gearwork then pulled out a spell-stone and placed it next to him, he then pulled out quite a few sheets of Dark Iron and started shaping the metal. Gearwork would place a hoof on the stone for a moment and then remove it, absorbing enough energy so he could easily shape the metal but not enough to energy overpower him.

Midnight listened to Gearworks explanation.
"that's all very possible, I'm going to look in my library for any boook that might have a hint on where to find certain shouts, There may be a clue with this old scroll, as well as the use being able to make the sun rise.

Gearwork said to Midnight "That's a good idea. I also that maybe you should grab a few spells for us to learn just in case you're not around or are unable to cast a spell. We should be able have some knowledge of those spells, if in the off chance we're caught off-guard, and we are by ourselves. But, if we do learn any of those spells, I believe that they should be strictly defensive, to avoid any sort of corruption among us. I don't want the burden of them knowing a spell that could have potentially disastrous consequences if used wrong. I already have my stones and I know how to cast with them, but the others are defenseless. They need to learn a protection spell."

Gearwork started to work on the incomplete set of Dark Iron wings that he was already constructing, and this set was for Midnight. He decided to put compartments that would be able to house a few scrolls and keep them protected as well as being easy to access, if one was wearing the set, as well as reciting a small phrase that would unlock the small compartments. He also made sure that these were placed in a way so that they would not hinder the user when the wings were being used. He also decided to add to each set a unique ornamental pattern so that they wouldn't be mistaken for another set. He unfurled one wing and looked at the pattern. It was a pattern that he had created when he was very young, it was very angular and looked like jumble of lines when looked at closely, but it became a much more elegant pattern when seen from a distance. He had changed it slightly over the years and it was now more elegant at a closer distance. He decided that the design he would put on this set would be something that looked like constellations, and on the compartments he decided to put definite constellation patterns each one different on each compartment.

Trixie was looking at the scrolls
"Gear works, Are you suggesting Midnight teach the other unicorns how to shout? He can barely understand it himself."
"My student is right, The most I could do is teach you the secondary words of power but I don't know how it works, the words just come to me. However I can teach you some older spells, not the ancient shouting magic but simply spells that are so old many unicorns have forgotten them."

"I meant any sort of defense spell: shouts, secondary words of power, anything that can protect us against those ancient spells. I figured that it would almost be impossible to learn the shouts, but if there is a chance that we could use one, we should at least try." Gearwork replied.

The group soon arrived back in Hoofington and they exited Trixie's caravan which was now near the observatory. Gearwork had already put his things away before the caravan slowed down, grabbed everything that he had brought with him. He held the bags containing the ancient scrolls and pieces of Dark Iron in a telekinetic grip and slung the unfinished set wings over his back. He already put the original "Elements and Armor" in his saddlebags and said. "I'm heading over to my workshop. I want to finish the set of wings, as well as find anything that we can use for spells. I want to separate them from the other scrolls that aren't spells. I will bring them back over here as soon as I'm done." With saying that, Gearwork headed to his workshop.

As Gearwork walked he started thinking of what the group would do first. Would they immediately try and get to vault that was lying so very close to town, or would they stay a little while to try to learn some new spells. He arrived at his workshop and cleared off a large table and hung a few light-stone lanterns up and opened them to illuminate the workspace. He took out the scrolls and started sorting them, and soon recognized a pattern; the scrolls that contained spells looked slightly different than the scrolls that didn't. When he was just about finished with his sorting, he emptied what was left in the bag of scrolls when he saw what looked like a canister. He put it aside to finish sorting the scrolls.

When he finished he decided to give that canister a closer look. It was quite interesting, it looked as though it was made from both metal and black diamonds. 'This must be incredibly important or powerful,' Gearwork thought 'if it was locked away like this, in a canister that is designed to be unbreakable.' He then looked at the locking mechanism and saw that it was incredibly intricate. "Midnight will want to see this." Gearwork said as he started heading back to the observatory with the spells.

Midnight Trixie and Twilight were in the observatory looking through the many books and scrolls in Midnight's library
Twilight was surprised how easily midnight found the items it took him only a moment
"How are you doing that so quickly?" she asked
"Doing what?"
"Finding every book and scroll, I'm always looking for my things."
"Really How so? like I put everything away myself, Trixie knows my system since she's studied under me, but I organize and put everything away on my own so I know where everything is."
"Oh" twilight blushed a bit.
"Whats wrong?" asked Trixie.
"Twilight needs me to find everything for her, mostly because I'm always putting her books away." Spike told Trixie.

by the time Gearworks had arrive midnight had a large pile of books, Gearworks looked at one it looked like an ancient journal with a leather cover and the two edges tied with a leather cord, but when he untied the cord he saw the pages were not a proper book, they were different sizes and not stuck by any means to the leather.
"What is this? who wrote this, and why didn't they take better care to make their pages stay together?"
"That is what I call a compilation Notebook, many unicorns experimented with their magic, but of course they didn't use books they would use a pile of scrolls, my family has acquired many of these and have put ones of similar subjects in the same stack so they used that leather as a holder."
Midnight walked over and looked at the papers Gearworks had opened.
"Interesting this is a notebook of many works on Magical fluctuation."
"Say what?"
"Have you ever noticed many unicorns seem to have irregularities in magic? some days they can't use much magic and on others they can do it all day, ever notice how it's never a shock to them? they have explanations: I always feel slower on Tuesdays, the first Fridays is always my lucky day, I can never cast a spell on a rainy day, I'm just better in the summer. these notes essentially take note in how whenever a unicorns magic is abnormal, the subject usually is aware of it and can pinpoint a pattern.
they went into trying to find possible causes for these patterns there's many factors, but in general there's no universal cause for magic fluctuations, for example My family has always had our magic effected by the moon, where it is and it's cycles always effect us, however Trixie's magic is more in tune with the weather and her mood, weather was the best I could use because her mood was often affected by her magic and the weather so that made it hard as a reference,, in fact that was common among many of these papers.
and the most interesting was done by one pony who experimented around and looked where the rest didn't, Fillies and colts."
"What? why look at babies?"
"Simple, baby unicorns are always prone to random bursts of magic, the actual burst they cant control, they can control their magic during a burst, but it's not until they's a few years old that they can call raw magic at will. The researcher looked at several babies and made sue to not of any burst and looked at conditions: weather, time of day, moods, all of that and you know what he found?"
"What?"
"Absolutely no pattern whatsoever, baby unicorns have no pattern it's not until they get older that a pattern emerges."

as he ranted a strange shadow seemed to be approaching.
"uh Midnight." Gearworks tried
suddenly Spike jumped up and screamed he bolted away and hid behind twilight
"Something touched my tail."
the strange shape came out of the shadows it was a bizarre creature it was a mostly rounded sphere like body, with dark green skin, a single purple ey in the center of the head and a mouth that was closed, at the top were eight tentacle like stalks that ended in a yellow eyes the eyes looked around
"Oh that's my pet Aznoth, Don't worry he's perfectly tame, he won't bite."
Spike got closer,
"heh-heh, You just surprised me, you ain't scarier than me I'm a dragon" he flexed showed his tiny claws and teeth. Aznoth's lips parted showing very large teeth, spike backed away again
"Oh Spike, there's nothing to be afraid of," "Right" Twilight asked Midnight a bit worried.
"Aznoth is a rare creature called a beholder, they tend to live alone and amass large amounts of knowledge and bit of treasure, in some instances they're more impressive than a Dragons hoard.
"What Dragons have massive caves of jewels."
"Yes but they're valued on their shininess, hardness or how rare t is. a Beholder's treasure is based on how it relates to knowledge in magic or history.
As an example, The unicorn king held a scepter, a golden rod topped with a fire ruby. to a dragon it'd be lying the fire ruby likely eaten and now being used a a scratching stick, a Beholder would never defile such a treasured artifact, rumor has it a beholder actually stole the scepter because it learned some dragon planed on stealing it.

Gearwork thought about what Midnight said about magical irregularities, that patterns only emerged after a few years. 'It would make sense that patterns would appear around the same time a personality would be forming as well. The patterns would revolve around that pony's personality as well as heritage.' Gearwork thought to himself, he had noticed that on certain days it would seem that he had almost no magic. It also seemed to be tied with his emotion, when he got angry, his magic would become erratic, and when he finally snapped and let it go, it would be weaker at first but gain strength and be more controlled later on. He also noticed that his magic was strongest, when he was around nature and it would become slightly weaker when he was in cities, that was one reason he always had a few gemstones with him, as a focusing point for him.

He then noticed the pet that Midnight had. A "Beholder" Midnight called it. He listened to what it did, how it would preserve old and sacred things, and he realized that this being was an archivist of sorts. He respected that sort of thing, anything that would preserve ancient pieces, he would treat with respect.

He started going over different spells that could be used for defense, and there were a few that seemed akin to what he was looking for. There were a few that would be used that could be used to create a defensive barriers, there were also a couple of spells that could be used that would surround a pony in a protective field of magic like armor, the only disadvantage is that it could only be used for a short period of time and completely drain the caster of their magic for the next few days.

He then noticed a spell that would be perfect for fighting other unicorns, and would allow minimal expenditure of magic for the caster. It was be spell that would deflect another spell and return it to the original caster, at full strength. He looked over the spell and made sure that he would remember it. He hoped that it would be powerful enough to deflect spells as powerful as shouts, but if not, it would still be a good spell to know. He motioned to Midnight, Trixie, Rarity, and Twilight over and showed them the spell.

Gearwork then took out the canister made from metal and black diamonds, and examined the locking mechanism, it was designed to be opened only by somepony who was akin to how mechanisms worked. He closed his eyes and his horn glowed as he started moving the metal in the lock very carefully to ensure that he didn't accidentally seal the container permanently. After a half hour of focusing on unlocking the canister, it finally unlocked and Gearwork pulled out what it contained.

There were a few things it contained, one was a note that read To the one who was unsealed this container, let it be known that this message was created by both Metalmind and Silverhoof, and that only one who is skilled in metallurgy as well as knowing gems hidden attributes should be allowed to use these following spells.

Gearwork then pulled out multiple scrolls, each with a different spell. One spell caught his attention; it was a spell to create Dark Iron, as well as other types of metal as well. Most of the other spells were spells that focused gemstones, as he read the gemstone attributes and spells, he learned that each stone had multiple spells to them. He saw that multiple lightstones could be used to create a barrier or cage of light. Emeralds, besides from healing, could be used to grow vines or trees very quickly, but took a lot of magic to do so.

Trixie read and re-read the spells, she had trained under Midnight who merely needed to glance at the spells to refresh his memory, Twilight studied them rarity did he best to read and understand Midnight's neat cursive but it was tricky.
"Very well, this should do but we'll need practice, Aznoth might be able to assist if we have a lace to train."

Trixie though for a moment
"Wait, we practiced inside the caves plenty of times, but I don't remember Aznoth ever helping during practice except maybe organize your notes."
Midnight smirked
"Ah yes Aznoth like many beholders is capable of magic but it can be dangerous, I had decided it wouldn't be necessary to have Aznoth help you train, the risk wasn't needed at the time."
Midnight stated putting the useful notes and spells in book bags along with parchment and quills, he also took a map of the caves.
"Lets go down to the mines, I may want to take a look."

Gearwork nodded and put away the scrolls he had been studying into his saddlebags. He was somewhat glad that they were going to go train, but he was even more so that they were going to be going near the mines. He remembered that during the storm, before any of them had even really joined together, he had noticed that there was a strange light emanating from the mines, and Gearwork wanted to see what had been going on in there during the storm.

As he and the others headed towards the place where they were to train, Gearwork started to feel a little uneasy about them all going in at once. But when he saw where Midnight was leading them, he felt more at ease. It was a spot that was incredibly well-hidden, even though Gearwork often came up to the mines to check on his machines, to see if anything needed repairing, as well as to just be alone, he had never spotted the place they were about to enter.

After they entered the cave, Gearwork took out several lightcrystals and sent them towards the edges of the cave. To his surprise it was much larger than he expected and that the crystals he took out were not sufficient enough to light to area. He was about to take a few more out when he heard Aznoth make a noise that sounded like gurgling growl, and the cave suddenly lit up with such a radiance that temporarily blinded him, it was mainly due that his eyes had already adjusted to the dark. After his eyes recovered a few moments later he saw where the light was coming from the rocks themselves. 'Spell-activated lightstones' Gearwork thought 'that is something that could come in useful later on.'

Gearwork then returned back to the group, and put down his things except the scrolls that he found that taught a spell to reflect and return another spell back at its caster. He quickly went over it and put it down back with the rest of his things. He then waited for the training to begin.

Midnight prepared a few notes,
"alright we're going to split into teams, me and Aznoth shall go against Trixie, Gearworks, Twilight and Rarity."
"But Midnight your proposing to face off against all of us with only your beholder to help you."
"yes now remember the color spell i taught you on the way here, you'll need it for this round.
The rules are simple if you get color changed twice your out, if i get color changed once I'm out, same for Aznoth."
Midnight smiled then began to 'blink' rapidly he'd teleport all over the cave making him a difficult target.
"Argh, just- hold
STILL"
shouted Twilight trying to get midnight, he eventually held still but she forgot that Midnight had other trick and he reflected the spell

Gearwork watched as Twilight's color changed after her spell was reflected back at her. Twilight, who was now very annoyed, collected herself and cast another spell, this time at Aznoth. The spell was about to hit Aznoth, but it was suddenly deflected by one of its tentacles, and was sent back at Twilight at a much greater speed. Twilight barely had enough time to react and was able deflect it, but was hit by another spell before she even realized it. "You're out, Twilight." Gearwork said "You'll be better next time. Of that I'm sure."

Trixie was the next one up and she lasted a little longer than Twilight, but she was out for the same reason why Twilight was out. She was hit be another spell before she could react to it.

Gearwork decided to work with Rarity with this match, because he knew that she was dreading having to get dirty, and he didn't want to hear her complain more than she ought to. Gearwork watched as Midnight, teleport all over the cave and make himself a difficult target, but Gearwork had already familiarized his pattern of teleporting. Gearwork located the next spot to where he was going to be and started to cast the spell, when he saw Aznoth cast a spell directly at him, and he was forced to change his spell, and deflected it back. When he cast the spell and deflected it he immediately moved his body just as another spell whisked by his face. Gearwork then started teleporting all over the cave to avoid getting hit, and he then saw Rarity cast a spell, and then cast a deflecting spell and keep it going. He saw Aznoth suddenly cast eight spells at them, two for Gearwork and six for Rarity. Gearwork was able to dodge a spell and deflect the other towards where Midnight was about to appear. Rarity was able to successfully deflect all the spells directed towards her but was not able to land a spell on Aznoth.

The spell that Gearwork earlier deflected towards Midnight was deflected towards Rarity and she was just able to deflect it at Aznoth. Aznoth was almost able to avoid it, but was struck on the very end of his foot. Rarity then sighed and lowered her defenses and was struck by a spell by Midnight. Midnight started to teleport across the cavern at a greater speed, all the while sending out color spells in rapid succession. Gearwork was able to deflect and dodge most of them, but Rarity wasn't so lucky, shortly after getting hit by the spell from Midnight she was hit by another spell, and was out. Gearwork was hit by a spell shortly afterwards, but he became more determined not to get hit, and started deflecting many more spells at him, and was able to cast a few of his own. He was then struck by a spell, in the middle of him dodging another, and he knew he was out.

Midnight and Aznoth surveyed the effects they hadn't gotten hit once, they had some close calls but no effect, Trixie seemed to feel worse
"All this time studying after you, I- I thought I stood a chance."
"none of you should feel bad, Aznoth and I have spent a long time practicing our magic, Also I have mastered a spell that only a few older unicorns know of, I refer to it as Blinking, I can do it very rapidly, but as Gearworks noticed when I do it so quickly I very quickly form a pattern, lets rest, I want to take notes to establish a baseline."

Gearwork walked over to Twilight who was in a bitter mood, over her being beaten so quickly. She was already surrounded by Spike, Applejack, Fluttershy, and Rarity, who were trying to cheer her up. As he approached, Twilight looked at him with a look of anger and jealousy, and looked away.

"Try to cheer up, darling. It was only practice." said Rarity in a sincere tone.

"There's no need to fret, sugarcube. We all know that you'll do better next time." Applejack said.

"That's for certain." Spike responded. "Pretty soon, you'll be able to beat them without even trying."

Gearwork then said "I have a piece of advice that will definitely help you out next time. Observe how your opponent moves, and always be aware of your surroundings. If you want to train some more, I will gladly help you. That goes for you as well, Rarity."

He smiled slightly and started to head out towards the entrance of the cave. He was about half-way there when Twilight suddenly teleported in front of him. She opened her mouth to speak when Gearwork, knowing what she going to say, cut her off "--I will train with you, but not in here, and not right now. I will in a little while, but I would like to head over to my home first. I want to put the things I brought me away, and maybe grab something to eat." Twilight nodded and headed back towards the others.

As he neared the entrance he saw Rainbow Dash talking with his old friend Foxfire. They were just outside the cave entrance discussing how cool it was to watch the unicorns spar with each other, as well other things such as flight maneuvers and little tricks they've learned.

Pinkie was nowhere to be found.

It was mid-morning when Gearwork and the others headed towards town. As they entered the town Gearwork noticed that everything seemed the same as it was before the storm, everypony was doing their own thing. The group decided to stop and get some breakfast at one of the town's better known restaurants called "The Saltlick Lounge". When he and the others entered, they were greeted by the sudden heard "SURPRISE!!" followed by the sound of what sounded like an exploding squeak, and they were showered in confetti.

Gearwork looked to where it came from and saw Pinkie lunging towards him and the others ready to give them hugs. He stepped out of the way just she was about to hug him and instead landed face-first into the doorframe, hard. In less than a second after it happened, Pinkie was already up and hugging the others, including Midnight and Trixie, who seemed a little caught off-guard by her enthusiasm and peppy attitude.

They soon were able to sit down and order breakfast. While they waited, Gearwork apologized to Pinkie about avoiding her hug, but was quite impressed by her latent disregard of being affected from slamming head-first into things. Twilight asked him as to when and where they would be training, and Gearwork said it would be after they ate, and would be near his workshop. Satisfied with his answer she decided to talk to Midnight about the spells he knew and his knowledge of ancient pony history. Rarity on the other hoof, decided to talk to Gearwork about gems and their hidden abilities as well as his designs of machinery, especially the mechanical wings.

After they had finished eating and left the restaurant Midnight and Trixie started heading towards the observatory, while Gearwork and the others headed towards his workshop near the edge of town.

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