A/N: I DON'T OWN THE PICTURE I USED AT ALL! ALL CREDIT GOES TO IT'S CREATOR! Without further ado- the chapter!

"Hold up now... there are other elements?" Applejack asked.

"Yes." Twilight answered.

"And they're similar to the Elements of Harmony?" Rainbow Dash questioned.

"Yes."

"And nopony knows who the bearers are?" Rarity asked.

"Yes." Twilight answered distractedly. "I mean no! Yes?"

Twilight sighed and put a hoof to her forehead. She had been trying to explain what had happened back in the Crystal Empire and trying to get ready for lunch with Winter Frost at the same time. As if explaining the concept of the Elements of Wilderness wasn't hard enough, she wasn't even sure how in the hoof she was going to find out if Winter was in fact the bearer of the ice element, much less hold a conversation for that long. She's just so reserved!

"Look, like I said before Winter Frost could possibly be one of the bearers. The other Princesses think that I should gather some information before jumping to any conclusions. So, I arranged to have lunch with her to-" Twilight stopped in the middle of her sentence when she saw Spike run into the dining room.

"Twilight!" Spike exclaimed, still running.

"What is it, Spike?"

"She... the..." Spike trailed of trying to catch his breath. When he finally regained his breath he spoke. "Winter Frost is on her way here! I saw her through the window walking this way!"

"What?!" Twilight yelled. "But I'm not ready! I haven't told you everything yet, I haven't worked out what to say, and I haven't even finished setting the table!"

"Don't worry, Twilight." Starlight Glimmer comforted. "I'll set the table."

A light blue aura surrounded her horn as well as all the plates, silverware, and napkins as the soft pink unicorn levitated them. Everything zoomed into place faster than anypony could utter the words, "Sweet Celestia." Starlight beamed as the light blue magic faded away and Twilight turned to her pupil.

"Thanks Starlight." Twilight sighed. "Well, there's one thing on my list done... now if I could only figure out what to say."

"I'm sure you'll figure it out." Fluttershy soothed.

"Yeah, we've dealt with way worse than just having lunch with somepony!" Pinkie Pie pointed out. "We've dealt with monsters, crazy power hungry ponies and even a crazy unicorn who thought replacing other ponies' cutie marks with equal signs was a good idea!"

Starlight looked down to the ground, ashamed and embarrassed of what she had done in the past. Pinkie Pie lowered her ears and looked over to Starlight apologetically.

"No offense or anything, Starlight. I just meant we've dealt with really bad ponies before and you were just awful. I mean, not anymore but back then-" Pinkie's rambling was then cut off when Rarity spoke up.

"What I think Pinkie Pie means is that we've been through our fair share of challenges before, and we got through them all right. This should be easy." Rarity assured. "And no offense to Starlight of course."

"None taken." Starlight sighed.

"Boy am I glad to have friends like you." Said Twilight.

Just then there was a knock at the door that echoed throughout the long hallways of the sparkling castle. Twilight began to run nervously in place, her eyes darting around apprehensively.

"Oh no, no no no! She's here!" Twilight worried.

"It'll be fine Twilight. We'll be with you the whole time." Rainbow Dash reminded.

"I guess you're right..." Twilight agreed, walking with Spike over to the large, gold double doors of the entrance.

Twilight looked over to Spike who looked back at her and nodded. She took a deep breath and let it out before she finally opened the doors with her magic.

"Winter! It's nice to see you." Twilight greeted. "Come on in."

The light blue alicorn walked into the castle and was immediately awestruck by the radiance and beauty of the castle of friendship. She looked around as Twilight shut the doors with her magic. Everything was so sparkly and beautiful! Winter couldn't believe what she was seeing. She was in Princess Twilight's castle and it couldn't be more breathtaking.

"Wow." Winter breathed.

"Yeah, it's pretty great." Said Twilight, noticing Winter's reaction.

"You said it."

"Well, we should probably head over to the dining room." Twilight prompted, making her way over to the dining room door.

"Of course."

"Yeah, we wouldn't want to keep the other's waiting." Spike added.

"Others?" Winter questioned, a bit of nervousness showing in her voice.

"Oh, I hope you don't mind, but my pupil and friends will be dining with us."

Winter wasn't sure what to think. In almost everything she did she always had Whirlwind by her side. She wasn't used to a situation like this. Especially with so many ponies! But... maybe with all of the ponies around she wouldn't have to talk too much. Maybe she could just 'blend in.' But once they were all seated and the group had been talking for a while, it seemed like the whole 'blending in' thing wouldn't work.

"So Winter, I'm assuming you got your cutie mark in ice magic, right?" Twilight observed, looking at Winter's cutie mark from where she sat in the chair beside Winter.

"Yes, it actually appeared when I was surprisingly young." Winter answered.

"That's fascinating, I would sure love to hear the story behind it."

"Um..."

"We'll tell you how the six of us got our cutie marks at the same time if you tell us your cutie mark story first." Twilight offered.

"Um, okay." Winter agreed, feeling a bit better after Twilight Sparkle's offer. "Well when I was a young filly growing up here in Ponyville I never really had an idea of what I really wanted to do. In fact, for the longest time I never even thought about getting it. I had my family and that was all I needed. But one day everything changed..." Winter trailed off.

Winter Frost didn't want to tell that story again. It was just too... painful. She looked specifically at Twilight when she spoke again, for she knew Twilight knew enough of the story to understand.

"Well let's just say it was a turning point in my life." Winter summed up before continuing, gaining a nod from Twilight. "After that I turned to what I loved and had always done best. I turned to my ice and snow magic after somepony told me to be proud of my talent. Soon I realized that I had a natural talent for manipulating ice and snow, both with and without my magic. It was always much easier to do this kind of magic and it was by far one of my strongest assets. It was only a matter of time before I realized that it was my special talent."

Winter smiled kindly. She then looked at her cutie mark. It was a large, shimmering white snowflake with two much smaller snowflakes behind it. Her eyes lit up at the sight of it and she nodded in approval, remembering the day it first appeared.

"That was a great day." Winter recalled fondly.

"But you're part pegasus. Wouldn't you suspect that your cutie mark has something to do with weather?" Rainbow Dash inquired.

"Well, not exactly. I didn't grow up taming the clouds or anything. For the longest time I didn't know much about the weather factory. Even though I'm good with the clouds that carry snow and well, anything that involves ice and snow, I was also skilled in ice and snow magic."

"That's quite the story darling." Rarity complimented.

"Yeah, well it's got nothing on our story." Rainbow Dash commented.

Fluttershy nudged Rainbow and threw her a look that made it clear that she probably shouldn't have said that. Rainbow Dash shrugged in reply.

"While her story may not be as er, eventful as ours I'm sure it has just as much meaning to it." Applejack commented. "I actually find that really interesting, Winter. And I promise I'm telling ya the truth."

"Thanks. When it appeared, and my flank glowed I was so happy!" Winter beamed. "And it was glowing pretty bright too. I was actually lifted into the air a bit, and not by my wings!"

"Really? That's not exactly common." Starlight spoke up.

"I thought that's what happened to everypony."

"Not really. There's only been a few reported cases." Twilight added, levitating a book and flipping through the pages quickly. "And there's not really any specific reason behind it. Or well not one anypony knows about."

Winter shrugged. Then she grinned. She was beginning to like talking to everypony. Maybe this wasn't so bad.

"So, what about your cutie mark stories?" Said Winter. "I'd love to hear about it."

"Uh, are you sure?" Pinkie asked.

"Yeah, it's kinda long." Rainbow Dash agreed.

"I'm positive." Winter promised, still grinning.

"Well ya see it all started with these mean colts picking on Fluttershy..." Rainbow Dash started.

Then the six friends went on and on, taking turns telling each part of the story. Each of them telling their part. Winter was surprisingly intrigued and oddly enough was soon very comfortable around the seven ponies and Spike.

"And that's how we all got our cutie marks." Twilight surmised.

"At the same time!" Pinkie bubbled.

"Wow. I never would have guessed how much a cutie mark could change your life." Winter breathed, turning to look at the cutie mark on her flank.

She now saw it in a whole new light. Now that she thought about it, she couldn't imagine what her life would be like if her cutie mark had appeared at a different time. If her cutie mark had never appeared when it did... she might not have formed a bond with her best friend! She and Whirlwind had always bonded over their cutie marks, and in a way it seemed like their destinies were intertwined. Then Winter said something that surprised the whole lot of them, including herself.

"You guys are all friends..." Winter whispered. "I wish I could be like that."

Winter looked down at the table and examined her plate sadly. She wanted the wonderful friendship that she could tell burned inside them. She only had that kind of feeling with her family and Whirlwind.

"You're our friend, Winter." Starlight Glimmer spoke up. "I've gotta be honest, I've liked hanging out with you today."

"Really?"

"Of course. Trust me, I never thought I'd make friends again after I lost my best friend. But I did, and I owe it all to these ponies... and baby dragon."

"You know what, Winter?" Said Twilight. "This was really nice. We should do this again sometime soon."

The others nodded followed by a chorus of: "Uh huh!", "Aw yeah!", and "Definitely!"

Winter flapped her wings and flew into the air. Then she propelled herself higher and did a loop in the air. The alicorn was practically grinning ear to ear the entire time. Her untidy bangs whipped around as she flew around excitedly speeding around the room doing laps.

"YES!" Winter yelled.

Twilight giggled as she watched the excited alicorn. After a moment Winter stopped cleared her throat, and then flew back down to the ground, blushing madly.

"Um... I- I mean... yes." Winter Frost stuttered embarrassed by her sudden outburst. "I would like that very much. Thanks for lunch, but I'd hate to impose and overstay my welcome. I'll be going now."

Winter then started to exit the dining room when Twilight also stood up from her chair.

"I'll walk you out." Twilight offered. "The castle can be pretty hard to navigate if you don't your way around."

Winter stopped in her tracks, allowing Twilight to catch up to her. Then the two alicorns exited the room, still smiling. Twilight's horn was then surrounded by a magenta aura along with the door handle as she walked. After the two had left the room Twilight then used her magic to shut the doors, causing the sound to echo around the large room. When the pair reached the entrance Twilight opened the doors and Winter walked outside, turning to Twilight one final time.

"Thanks again for inviting me." Winter thanked. "I had a great time."

"No problem, it was fun." Said Twilight. "See you around, Winter!"

"See you around Pri- I mean... Twilight."

Twilight beamed as she watched the light blue alicorn trot away and disappear from sight. Once she was finally gone Twilight shut the door. She leaned against its cool surface and slid down it. She now knew more about Winter Frost. And she was pretty sure she was the bearer of the ice element too. Her cutie mark story really seemed to sell the idea to Twilight. Especially the part where she said she had been lifted into their air. That must have been one special cutie mark...

A/N: Hey everypony! As you can see chapter three is up! I hope y'all enjoyed it! Lemme know what you think (I don't mind constructive criticism but please don't be rude about thinks such as OCs etc.). Personally I would like to know how I've be portraying the characters. Am I staying true to their character? Thanks for all your support everypony! :)