Trixie - Rising

by Charade

Rating: teen
Tags: Original Character, Trixie, Adventure, Shining Armor, Princess Celestia, Twilight Sparkle, My Little Pony: Friendship is Magic
Length: 10087

Trixie's humiliation at the hooves of Twilight has only made her lust for greatness more powerful!

[Drama]
This is the story of Trixie's rise to power after her humiliation at the hooves of twilight.

Major kudos to my awesome proofreader for the first two chapters, Cowmaster627.

Image by ponyKillerX, Check out his DA page.

Marked teen for strong language in later chapters

Minor Characters: Applejack, Luna, Rainbow Dash

Published 2012-02-11 23:14:16 UTC
Last updated 2012-10-13 10:22:50 UTC

Realization

Now its a well known fact that Princess Celestia and Princess Luna are the most powerful ponies in all Equestria, they have powers far beyond that of ANY known unicorn. This is in part because a unicorn has natural limitations that an alicorn does not...but what if...what if those limitations could be removed? How far would a pony be willing to go in order to be the best?

**--------------------**

A loud slam and stomping awoke Alex from his sleep. The Young, light grey unicorn pulled himself out of bed and went down stairs to find, who else, his sister. Huffing and puffing like she always did when she was angry.

They lived in a two story caravan, brightly painted on the outside but kind of a mess inside. Currently somewhere in the Appaloosa plains.

"Trixie, Do you have any idea what time it is?" He asked irritated. "I thought you were doing three shows in Ponyville..."

"Those foolish ponies wouldn't know talent if it came up and knocked on their door!" She said indignantly

Alex put a hoof to his face. "So what you're saying is you didn't make any money?" He look back down at her again,
he was just ever so slightly taller than her, with a raggity pure white mane.

Trixie tilted her head up and crossed her eyes defensively. "It wasn't MY fault! These two stupid fans brought an Ursa to Ponyville! It crushed the wagon I had brought with me and all my stage props-"

Alex cut her off. "All the stage props!? You're telling me that everything you brought with you was crushed by an Ursa!? Trixie!! That stuff wasn't free!" Trixie opened her mouth to interject but Alex, magically mimicking her sister's voice, interrupted. "I'm Trixie and I don't care about other peoples hard work, I just go around wrecking things!"

The light blue mare stomped her hoof. "Stop it, Alex!"

Alex used his magic to transform into a clone of Trixie. "Stop it!" He echoed in his sister's voice.

"Alex, you're impossible!" She walked past him to a bed in the corner of the room.

The older unicorn had changed back to normal. "Hey, I'm glad you're ok. We'll talk about it in the morning.

Trixie plopped onto her bed. "There's nothing to talk about!"

**--------------------**

The next morning Trixie was feeling more like her old self. The confused whispers she could hear outside the curtains made her smile. Trixie cast a side long look at Alex who was standing slightly behind her. "Let us show these country hics what true talent is! The great and powerful Trixie will knock them off their hooves!" She emerged though the curtain in her wizard outfit.

The performance went spectacularly, as always. After all, she was the great and powerful Trixie! After her final amazing trick and the resulting thunderous applause, she smiled while the curtain closed. Next her brother would go on stage, and with this crowd...these silly Appaloosa bumpkins...he would likely do his comedy routine. How she loathed comedy, but she had to admit, her brother was REALLY good at it. Of course, that was no surprise since his cutie mark was the drama masks of comedy and tragedy.

She walked down the main dirt road of this Celestia forsaken town and discovered the only thing on interest, which was a an old tavern...a rather filthily...old tavern.She stepped inside, It was pretty empty since most of the town's hand full of residences were watching her brother preform.

*I'm the Great and Powerful Trixie! I'm the best there is! Why should I have to preform here!? I should be in Canterlot! Preforming for nobles and royalty!* But even as she tried to convince herself she couldn't help but think of the unicorn that had bested her, The pony who humiliated her! Twilight who had stolen her honer! Shame and rage welled up inside the young blue pony, She felt like she might explode!

"Excuse me, Missy" Said the bartender.

Trixie shorted. "My name is not 'Missy' I am the great and powerful Trixie!"

"Heh well pardon me, 'Trixie' would a young mare like your self care for a pint of cider?"

She Smiled, here was someone who knew how to treat a legend like herself. "Trixie would love to have some." Trixie took the glass with an aura of blue magic and drank it down. About half way though the light blue unicorn heard a familiar, irritating voice.

"Well howdy there, I didn't reckon I'd ever see YOU again." She remarked in a less than polite tone. It was that cow poke pony from Ponyville, one of Twilight's friends. "Heh, when I heard somepony was on stage strut'en around like a chicken in heat, I thought it might be you."

Trixie's eye narrowed. "Well if it isn't the little hay seed. I should have guessed I might find you here is this back water country town." She smirked "It this where you ran away to after I humiliated you?"

"Funny, I was going to ask you the same thing. Seeing as how Twilight sure made you look like a fool."

Trixie huffed and dug at the floor. "Does Twilight fight ALL your battles for you? Whatever, I'm out of here! and by the way, the cider was terrible!"

Applejack snorted. "There's no need to be rude, especially after the hospitality we've shown you. Any who I was GOING to say that if'en you wanted a rematch with Twilight you might just get your chance."

Trixie, who had started to leave, stopped. "The great and powerful Trixie is listening."

The orange earth pony continued, "There happens to be a fancy pants magician tournament in Canterlot, three days from now, and it just so happens that Twilight is competing."

The young blue mare's eyes lit up! She tried not to sound as exited as she was. "Well then, I suppose I'll enter this silly little tournament as well! If only to dis-spell any doubt that I am the greatest and most powerful unicorn in all Equestria."

**--------------------**

Soon the brother/sister duo was moving again. Trixie used her magic to push the wagon along while her brother held quill pin in a soft white glow, scribbling numbers and calculations. "We had a pretty good take today, Trixie, even after we replace some of the things yo-...er that were lost in the incident with the Ursa...we should have enough left over to eat somewhere nice today."

Her brother's talking faded into a murmur, sometimes it seemed like he cared more about profit than his sister. Still she knew it was only because he loved her and wanted the best for her. That, however was not what pulled her thoughts away, no, it was this tournament...a chance to prove she was better than Twilight!

Alex was now rambling on something about a show opportunity in in Manehatten as part of a parade. "NO!"

The older pony looked confused for a moment. "No? You've never turned down a chance to preform."

"We're going to Canterlot." She said flatly. "I'm going to enter a magic tournament."

"What? Why? I mean you'd win easy but why are you so interested all of the sudden?"

She tilted her head down and gritted her teeth at her brother's remark. Normally she would respond with something like 'of course I'll win' but going up against Twilight...She just wasn't sure. There could only be one number one unicorn and she, Trixie, wanted it more and that had to count for something, right?

**--------------------**

A few days later they arrived at the large coliseum where the contest was being held. "Name?" Asked an orange unicorn at the Registration.

"I will be entering as 'The Great and Powerful Trixie'!"

The orange pony looked up her. "Trixie!? The Trixie? Wow, I'm a huge fan! Good luck! Well, not that you'll need it. Please Ms.Trixie just go right though that hallway." He said pointing. "and take the third door on your left."

"Have fun!" Alex called after her. *Oh it will be fun* she thought *As long as I get to beat Twilight*

"Oh hey Trixie." Twilight said coming out from the small crowed of competing ponies. "Applejack said you might show up, glad to see you could make it. There's...no hard feelings about before, right?"

"No, not at all. The Great and Powerful Trixie will crush you the same as all her past opponents."

"Still as charming as ever I see, Well...I'm not here to win. I'm just here to put what I've learned to a practical test."

Soon the competition started, It consisted of three events. In the first event there were 30 large rings of different sizes ponies were timed on how quickly they could stack them largest to smallest.

The second event was a speed contest the ponies has to move 1,000 apples, one at a time from one large basket to another.

For the final, and most anticipated event, there was a very large boulder placed in the middle of the arena by Princess Celestia herself. The ponies would each use their magic to lift it as high as they could.

The young blue unicorn was determined to win, She took a deep breath before stepping out into the area when it was her turn for the first event, the ring stack. A pile of large,brightly colored metal rings were strung out in a tangled pile in front of her. They were a lot bigger up close...at the sound of the starting bell she began to shift through the rings, quickly working out which one was the largest. In no time she had a neat stack and the crowd was roaring. She reared up in a boastful pose to feed the crowd as Celestia reset the field for the next pony.

When it was her turn for the second event, the apple dash, Trixie had a little more trouble. It was difficult for her to move the apples one at a time without staring to move the next apple before the current apple was in the second basket. She also found it was hard to move them very quickly without damaging the apples. Any major bruise on the apples was a costly point deduction. *Come ON Trixie, you can move faster than this!* Again the crowd went wild. She must have
been going pretty fast to get that kind of response. She smiled *I, I think I've got this!*

Trixie walked up to the huge rock when it was her turn for the last event, She enveloped the huge chunk of rock in her blue magic. She concentrated and began to lift the three ton boulder. She nearly passed out but she was sure she'd lifted it at least six feet then she heard the announcement 7 feet, 10 inches! The highest score ever recorded having broken the previous record by four inches! She dropped the huge rock with a THUD. "Ha!,.... lets see her .....beat that!" she said in between huffs of air.

Because of the way the arena was set up, the competing ponies could not see the others preform. They would have no idea how they did until they all came out for the final announcement from the judges. They passed a note to Princess Luna who began to read out the results in her royal Canterlot voice.

The row of ponies waited anxiously, many of them looking expectantly at Trixie.

"In third place..." Luna boomed, "With a total score of 830 points, is Pencil!" The dark grey pony smiled and came up to claim the bronze medal.

"In second place, with a total score of 1,020 and an impressive record breaking performance in the boulder lift, The Great and Powerful Trixie!"

All around her the cheers faded into a soft roar. Second place? SECOND PLACE!? She broke a freaking record!! Who could have possibly beaten her? But she knew....she knew exactly who had beaten her. As she walked up to get her silver medal and turned around she wasn't surprised at all to hear Luna's next words.

"And in first place, with a grand total of 1,200 points and TWO record breaking performances at both the ring stack and the apple dash, Twilight Sparkle!!

Rage and pain welled up inside Trixie as she watched Twilight be awarded the gold medal and then stand on the podium above her! Frustration clawed at scenes, the little blue unicorn could hardly see strait. Her whole world was crumbling *No* She thought *No, this can't be, I'm The Great and Powerful Trixie...The great and, great and..and..powerful...* She was completely broken, she could not bring herself to believe that she WAS the great and powerful Trixie.

Something hitting her leg snapped her out of her thoughts. It was a...business card? She held the card and read it quickly 'come back here at midnight tomorrow to begin your quest toward true power' ?

Preparation

The ceremony was now complete and the medals were given out. Trixie backed away from the growing crowed of ponies where friends and family were pooling around to congratulate the ponies who had just competed. Trixie shook her head. She wished for a moment that she could be just be content with simply having entered and doing her best, but she just couldn't. Not if her best wasn't the best.

"I um... I have to use the little mares room," she lied and galloped away. She had to get away! Even as shattered as she was, some portion of her pride remained. She could not let them see her cry.

"Hey, Trixie! You did a fantastic -oof!" The young blue mare ran right smack into her older brother, knocking him back on his flank. "When you were moving that boulder, WOW! I thought you'd never drop it. heck, I wouldn't even be able to budge that thing." He said as he pulled himself back up.

"I lost, Alex," Was all she could squeak out, "She beat me."

"Oh Twilight?" He put his hoof to his chin and considered her for a moment. "Yes, The purple one, right? She was something else. You should have seen her in the ring stack she did it in less than half of your time, cute too!" Unfortunately, Alex was too socially inept to see that that information would do the opposite of help.

"Alex, if I'm not the best then what am I?" She hung her head as more tears began to well up. "Being the best is all I have! If I'm not the great and powerful Trixie, then who am I? What do I have left in this world?"

Alex was a taken aback by such a statement. "Hey now, you ARE the great and powerful Trixie-" She ran past him. "WAIT!" She was gone. "...And...you have me," he added barely above a whisper. He stomped his hoof in the dirt out of frustration. "You have your stupid, insensitive brother."

**--------------------**

Trixie was completely out of breath by the time she reached the caravan. She looked again at the card. "True power..." she mused. What could that mean? Was it even real? It may just be a practical joke but still. If it meant there was even a chance that she could get her pride back, she had to take it.

Her brother came in a few minutes later. "Hey, I'm sorry. I didn't mean to ehh," Alex was no good at these types of things. "Look. I wasn't trying to offend you." He thought for a moment, What would his mother have said at a time like this?

Trixie sniffed, her face sticky and pathetic from crying. She barely acknowledged his apology. "Alex, what do you think of this?" she said giving him the small, white card.

Alex held the card with a thin white glow and glanced down at it in confusion. "Um Trixie...are you feeling ok?" He looked up at her. "This is a blank piece of paper."

The younger unicorn shook her head. "What? No! There's a message on it...midnight tomorrow, true power! I know I-" she stopped when Alex turned the card around. It was completely blank. Not a single letter printed on it. "But, but I know I saw it. It was right there!"

Alex set the card down on an already cluttered night stand. "I think we need to take your mind off things. There's a really nice restaurant on Mane street. I was thinking we could go and check it out tomorrow." Trixie sniffed and wiped her nose. "Uhh, why don't you get yourself cleaned up?" he added.

**--------------------**

The restaurant was spectacular. The food was great and the service was top notch! Despite this, the young blue mare had trouble enjoying herself. Not only had Twilight out sparkled her AGAIN, but apparently she was also going crazy. *I know I saw the message!* Still, she also knew that paper was blank when her brother turned it around. What was going on? Had she lost her mind?

It was dark by the time they got home. Alex yawned, "We'd better get some sleep." He decided. "We'll pick up a few things in the morning and head out tomorrow. Canterlot is a big city, there's bound to be some work for us here." The grey furred unicorn rested his neck against hers, "I love you, ok?" She nodded vacantly. "Well...good night."

Trixie couldn't sleep. She had to know for sure. She had to take one last look at the card to know for sure that she wasn't insane. Her blue glow of magic picked up the card and she floated it in front of her with her eyes closed. Silently she counted to three and opened them...IT WAS THERE!

There was no question now. The message was right there in front of her! She dropped the card, put on her cape and dashed out the door. The young unicorn raced back to the arena. She had no idea what time it was or even what was waiting for her, but she would find out soon enough.

Trixie stepped slowly into the main arena of the coliseum. By now everything had been cleaned up and put away with little trace of the fanfare that had taken place just the day before.

"You've come, that's a good sign," said a deep, strangely familiar voice. "Hello Trixie."

Trixie turned to around see a dark red unicorn, much older than herself or Alex, with a pale orange mane. A very short beard covered his lower jaw and he had a long scar across his face.

"You wrote the message?"

He nodded, "I did."

"My brother can't see it. Why?"

He laughed, "That's no surprise."

She was about to ask what he had meant by that but the mystery unicorn caught her off guard with an odd question. "Would you consider yourself the second most powerful pony in Equestria?"

"I-I guess so..." began Trixie, "but-"

The mysterious, red unicorn shook his head. "No! You're wrong." He said sternly, "You are not the most powerful, or even the second most powerful pony in Equestria. I'd say you're more like...the fifth."

Trixie tilted her head slightly confused. "Fifth!? I am the Great and Powerful Trixie!" It felt good to say that again. "Who, aside from that ditsy freak Twilight, is better than me?"

The older stallion pointed to the spot where the huge rock had been the day before. "Who do you think moved that rock? Who do you think put it back...um wherever it is they keep the thing?"

The young mare's purple eyes suddenly stretched wide with realization. She had not broken any record. Sure, she may have moved the boulder almost eight feet, yes, but that was nothing! Celestia was able to move the boulder into and out of the arena with very little, if any, effort at all. Trixie tried to processes this devastating new understanding of just how far from the top she was. The strange, bearded pony continued.

"All this time you've thought it was Twilight, you." He drew two lines in the dirt. "But in actuality, it's more like Celestia, Luna..." he said drawing two more lines about four feet above the 'Twilight and Trixie' lines, "...Myself..." He drew a fifth line in between the two sets of lines "...Then Twilight and you."

Trixie looked down at the crudely drawn display. "So are you just here to insult me? Who are you and what did you mean be 'true power'?"

The stranger turned, showing that his cutie mark was an iron shield. "My name is Bane, and I can help you unlock your true power." His eyes gazed over the blue unicorn before him. "You have great potential, Trixie. You could be the most powerful pony in not only Equestria, but the entire world." He looked her dead in the eyes. "But you have promise me one thing."

Trixie's mind was reeling. The boastful pony had often claimed to be the most talented and magical pony in all Equestria, but had never even considered 'in the world'. Could this stranger, Bane, really back up these fantastic claims? Should she trust him? She didn't know why but...she felt like she could. For some reason she completely trusted this pony, almost like an instinct. *His voice, why does it seem so familiar?* "And whats that?" she asked.

"I will train you, and help you to reach your full potential...but before we begin the training, you must renounce all loyalty to Princess Celestia and the royal family." Trixie was naturally hesitant. The azure colored pony took a few steps back. "Your princess suppresses the magic of those under her rule. You can never reach your full power unless renounce your loyalty and give up her protection!"

Trixie was silent for several moments. With closed eyes, she replayed all the events of the past several days in her head. Arriving at Ponyville. Being beaten by an Ursa Minor. Having to preform in that dump of a town, Appaloosa, and finally coming second to Twilight in the competition... "I'll do it!" She decided. "If it will make me stronger, I'll do it." She took a deep breath. "I, Trixie, hereby renounce any and all loyalty to Princess Celestia and Princess Luna. I reject their protection!" Just by uttering that simple sentence, it was as if she could feel a rubber band inside her snap.

Bane's horn was now aglow as he shrouded Trixie and himself in a crimson colored magic.

Just then Alex was at the front gate of the coliseum. "TRIIIXIIIIEE! Whats going on?" He ran toward his sister only to skid to a clumsy halt when he got a better look at the second pony. His eyes flared with immediate recognition. The grey unicorn, mane matted by sleep, dropped onto his flank as his mouth hung open for loss of words. Then with a flash, they were gone. "Why?"

**--------------------**

Bane and his new found pupil suddenly appeared in a desolate looking sort of waste land. The ground looked like it was covered in dried mud for miles around. They certainly weren't in Equestria anymore.

Trixie gazed around in awe. They must have teleported over a thousand miles just now. How!? There was no way! Her gaze shifted up to the dark red pony who had just performed this feat.

As if reading her thoughts, Bane smirked. "I have to teach you these techniques outside of Equestria and the prying eyes of that deceitful princess." He waited a moment for Trixie to shake herself out of shock. "You'll learn to do that little trick soon enough, but I have something a bit more fun planned for your first exercise."

The azure unicorn nodded. "I'm ready, Bane. Teach me."

Bane began, "Now that you no longer acknowledge Celestia as your ruler, the first of many magical locks within your body has been broken. You are now ready to learn the first of these forbidden techniques." His face turned into a smug expression. "But first...". He touched the top of Trixie's head with his horn and in a flash of red light a golden shackle materialized around the young mare's neck.

Trixie immediately felt weaker and much heavier, nearly face-planting into the dried mud the instant it formed around her neck. "What is the meaning of this!?" She shook her head and tried to pry the golden restraint off of her. She took an aggressive stance and glared at Bane, who only looked down at her calmly. "Get this thing off me right now, you freak!"

"Calm down!" Bellowed the dark red stallion. "That shackle is enchanted, it will constantly put pressure on your inner flow of magic.Think of it like putting weights on your magical power. The longer you wear it, the stronger your magic will become. Plus, it looks good on you."

Trixie nodded slowly.

"Now then, we are ready to begin our first lesson." He watched Trixie's face turn to shock as he began to float right off the ground and drift about twelve feet in the air. "I'm going to teach you how to fly..."

Expectation

Trixie found herself standing in the thrown room of Canterlot castle. It was the same dream every night. She could see princess Celestia standing over a limp, heep of minty blue fur. The next thing she knew she could see Bane, much younger looking, with four pegasi royal guards straining to hold him back. "You killed her! You killed her! I hate you! Roxane! ROXXXANNNE!" He screamed and flailed wildly, his skin a soft red glow. The strength spell.

The azure unicorn recognized the spell ever since she had learned it herself a few weeks back. It used magic to temporarily bypass the brain's control of over a ponies muscles, like an artificial adrenalin. A very dangerous spell to say the least since it could easily tear your muscles apart if you weren't careful.

Every night Trixie dreamed this same dream, but every night she was shown more. Celestia spoke now. "General Bane! Calm yourself!"

"No! You knew this would happen! You knew and you did it anyway! Why?!" The crimson red pony wailed, seeing the love of his live lying dead on the floor at the hooves of the sun princess.

"Bane! That is enough!" She boomed in the royal Canterlot voice.

Her mentor broke free from the four pegasi guards and charged at the princess shouting, "I'll kill you! I'll kill you, you evil bitch!!"

Trixie's eyes shot open into the waking world. Just as was every day she remembered the dream in vivid detail, but why? *What does it mean?* Every day she thought about asking bane himself if he knew anything about it but what would she say? Oh hey I had this dream about you? It just seemed like an odd thing to talk about.

Another question weighed on the young unicorn's mind: *Why is he teaching me these things? I want to be better than Twilight, I want to be the best! But what is he getting out of it? Does it have something to do with my dream?* She let out a long yawn and figured It was no use worrying about Bane's intentions. Whatever they were.

The light blue pony had learned quite a lot in the last year. She'd learned how to fly, how to walk on water, how to teleport vast distances, even how to detect the magical presence of other ponies and gauge how powerful they were. It was because of this last passive spell that she could 'feel' that the difference between hers and Bane's magic was rapidly closing. Then of course most recently, she had learned Bane's strength spell.

Last night they had fallen asleep in a cave embedded into a rocky outcrop in the middle of this...waste land that Bane insisted on training her in. Under normal circumstances The Great and Powerful Trixie would never sleep in a filthy cave, but she was always so tired by the end of her training sessions that it didn't matter to her any more. Not to mention she was kind of getting used to it, and to the golden shackle around her neck.

"So you've finally woken up, eh sleeping beauty?" Bane said as he entered the cave.

Trixie groaned. "Please, don't EVER call me that again."

"Are you ready for today's training?" He asked

She nodded. "Trixie is ready."

Bane held a flask of blue liquid in front of his student.

"What's that?" Asked the blue unicorn

"This," He answered "Is your final exercise, but fist lets review. Show me flight." Trixie stood on her hind legs while a blue aura instantly formed around her. The boastful unicorn drifted about six feet into the air before landing gracefully back down.

"Good, now show me teleport." In a fashion much quicker and more effective than your typical unicorn, Trixie rapidly vanished and reappeared around the room. With almost no effort at all she could instantly zip to any nearby location at less than a moments notice.

"Very good! Now show me strength." Her skin a soft red glow, the unicorn let her magic take full control of her muscles. She reared back and slammed her hooves into the dried dirt. The impact of her demonstration left two miniature craters in the ground. That is, of course, if you count a two feet deep hole that looks like it was dug with an explosive as 'miniature'.

"Now, show me magic bolt." A bright blue spark lit up the tip of Trixie's horn and a jagged crack of magic shot forth like a bolt of lightning, blasting a hole in the solid rock wall bigger than Bane's head. "Splendid! Amazing, you've progressed a staggering amount since we began our training!

Trixie soaked up the praise like a sponge, oh how she loved to be told how powerful she was. It would be all the sweeter once she finally bested twilight!

"Ahem, now then..." Said Bane trying to get himeself back on topic. "...drinking this potion will cause an imbalance in your body's passive magic, basically forcing dozens of latent talents to come to the surface." He could see that Trixie only understood about half of what he was saying. "Its called 'Cutie-pox' in lamepony terms."

His pupil nodded slowly. "Soooo, you're going to intentionally infect me with cutie-pox?" She was about to ask why but she had already gained so much power so far, why start questioning now?

"Right," He said "...and you're going to control it, or at least I hope you will." He took a deep breath. Was he...was he worried!? Trixie had never seen her mentor look worried or even the slightest bit concerned.

"I-is something the matter?" She asked awkwardly

He shook his head. "The thing is...I've never completed this exercise before, I tired but...I just couldn't do it." He stared intently at Trixie. "I don't even know if it can be done... but in theory if you could wrap you conscious magic around your disrupted system of passive magic and forcibly re-stabilize yourself....if you could CONTROL the disease...You would unlock all the talents and knacks that came with it. Since magic IS your special talent, if any pony can do its you."

A stunning revelation hit Trixie "That's why you chose me, isn't it? Because only a unicorn who's talent is magic could pass the final test...but wait why did you choose me over twilight?"

He smiled. "Simple, Twilight does not posses the shear DRIVE that you do! You WANT to be the best! That makes the difference!"

She nodded. "Ok then, Give me the potion."

"Very well but you'll never pull it of with that thing still around your neck." Bane touched the tip of his horn to the golden restraint around Trixie's neck. With a flash it it dropped to the ground.

At first Trixie felt light headed, with so much suppressed power now flowing freely though her. She felt lighter, more powerful! The thing had certainly done its job in exercising the blue mare's magic. Now that that accursed brace was gone the azure mare could swear her power had increased ten fold!

"Ok, here goes." She said and gulped down the potion. Trixie felt a bit of pressure and a slight burning sensation as the first cutie mark appeared, a trapeze swing. The younger unicorn began immediately to start jumping and flipping around the cave with much more grace and accuracy then she could ever manage with out the potion.

A flood of knowledge bombarded the young mare's mind and senses. Recipes, skills, songs, knowing how to do things she'd have never thought herself capable of! But it was all flashing by so fast she couldn't even make sense of it.

The next mark, a music note flashed into view on her opposite flank. "Baaaane" She sang. "I fell so very strange! and look whats this? I could never sing this in this range!?" She continued to do flips and cartwheels around the cave as she sang.

Bane had to hold back his laughter. "Use your magic! Take control!" He shouted

Just then *Oh NO* a comedy mask appeared on the pony's azure shoulder. "Whats the difference between a piano and a fiiiiish?" She sang out.

Bane smirked. "I don't know, tell me."

Trixie wanted to strangle him for that but she could not help herself as she blurt out the punch line. "You can tune a piano, but you cant tune-a-fish!"

Bane laughed hysterically.

The next cutie mark, a gardening trowel. She ran out side, compelled by the cutiemark to dig out a garden even though she had nothing to plant in it.

A kanji symble appeared on her forehead. "ベイン！私はそれを行うことはできません！何？私はちんぷんかんぷんな話をしています！" She shouted, almost crying.

((Bane! I don't know if I can do this! WHAT!? I'm talking gibberish now?))

Trixie concentrated as hard as she could, and slowly the flood of knowledge filling her brain seemed more coherent. It didn't attack her nervous system and force her to do every task that popped into her head.

With her face visibly straining with effort she begins to bring the cutie pox more and more under her control. One by one all of the cutimarks all over her body began to fade away, yet the young mare could still feel the knowledge in her brain.

The azure colored unicorn was left trembling. This, this feeling it was amazing! She felt like she could literally match anypony's talent! "Bane...Your insane! I-it worked! I can feel it, so much unlocked magic!"

Bane smiled. "Congratulations, Trixie. You've learned everything I can teach you. Of course I would expect no less from my own daughter."

Trixie's eyes widened in realization. "Your DAUGHTER? But then your my...my"

Bane finished her thought "...Father, Yes Trixie I'm you father."

Trixie was at a loss for words. She had asked Alex many times about her parents but he never told her much. "What about my mother!? Do you-"

Bane cut her off with a blunt, and bitter remark. "Celestia killed her!"

Trixie shook her head. "I saw it! I mean well I had a dream, It felt so real." She looked at Bane with suspicion. "Did you mess with my dreams?"

Bane shook his head. "No. I haven't but if you've really somehow seen it...Your mother was a unicorn with mint colored blue fur, Her name was...." He nearly choked on the nest word. "...Roxane."

Trixie's awe quickly turned into rage as she remembered the hard life she had with only her and Alex to look after each other. "Where have you been?! Why weren't you there for us!?" She remembered all the times when they didn't have enough to eat! All the knights of sleeping on the cold street. "How could you abandon us!?!"

"I DIDN'T!!" He snapped. "I Was banished to the moon for over ten years after I attacked that worthless whore they all call a princess!"

The small blue mare didn't know rather to feel happy or enraged. Bane was her father but he hadn't been there! In fact Trixie almost considered Alex to be her dad. He was CERTAINLY more of a father than Bane ever was. *But what could he have done?* Se argued back to her self. After all he was imprisoned on the moon for ten years!

So many questions welled up inside her. What exactly had Celestia done to kill her mother? Why did she and her brother end up living on the street if their father was a high ranking general? Should...Should she even believe a word Bane says? But She knew, Trixie could feel it in her soul what he was saying was the truth.

All the questions and memories buzzing around inside her head, all of the noise led her to one conclusion. "This is all HER fault! She's the reason I had no family! SHE'S the reason I grew up on the streets!" Bitterness and rage overwhelmed the little blue unicorn and the ground shook beneath her new found power.

"That miserable worthies whore of a princess thinks she's better than everyone else? She thinks she can just do whatever she wants? Well NO PONY stomps all over The Grrrreat and Powerful Trixie!"

Her entire body became a blaze with bight blue magic. Her voice crackled like lightning. "I'll show Twilight, I'll show Celestia....That I AM The Great and Powerful Trixie!! The most powerful pony IN THE WORLD!!"

Transformation

Wind blew and rustled the branches of the surrounding trees. The leaves covered the forest canopy so thickly that not even a spot of sunlight could reach the ground, even in mid day. Near the center of this dark, foreboding forest stood two ponies, Staring into an even darker cave.

The taller pony a velvet red unicorn with the cutiemark of bolted iron shield, and the smaller an azure blue unicorn with the cutiemark of wand casting a spell. "Trixie!" The taller one began to say, "Are you ready to prove your greatness? Are you ready you ready to earn the title of ''Great and Powerful'"?

The former show mare gave one slow nod and on that cue the taller pony chucked a small hunk of stone onto the the darkness of the cave. There was a 'smack' sound followed by a loud roar. Trixie lower her head but didn't flinch.

A huge creature emerged from the cave...a creature who was causally and brutally slung aside by Trixie's magic. She was not at all interested in fighting the Ursa minor she had to prove herself by beating the Ursa major.

After a few moments an absolutely MASSIVE creature erupted from the mouth of the cave letting out a monstrous roar. The Ursa major swung its deadly claws at the much smaller pony who didn't even blink. With a blip of blue light she was gone and the Ursa's mammoth paw left a small canyon in the earth where the unicorn had been standing just an instant before. The beast looked around in confusion, realizing too late that the small blue intruder was standing on her head.

Trixie's skin was already glowing a soft hue of red, the strength spell that Bane had taught her. She lifted her front hooves and slammed them down with all her might on the creatures head as she nimbly leaped off. The force of the impact caused the Ursa to face plant, leaving a crater the size of its head and about as deep.

The gigantic creature pulled itself back up, turning around with a mighty roar! It stomped its massive paw down at the tiny blue attacker only to get stuck frozen on the spot in a force field. Though it tried with all its might, the Ursa was simply no match for the young unicorn's improved
magic.

Trixie smirked and unleashed a wave of electricity though the beast. He smirk however, quickly turned into a frown when she saw exactly how much pain she was putting it through. She wasn't just hurting this creature...she was killing it. She tried to shut off the power to her horn but found it was very hard to control. She strained to shut off her own magic, only managing to do so just in time to avoid killing the Ursa.

A limp, unconscious, Ursa feel from the grip of the force field, smoke still streaming from it's wounds. It was hurt bad but...it would live...she hoped. Yes, she had finally validated her claims. That demon from her past was now laid to rest, not in a heroic battle defending the pony folk of an innocent town...no. In this version of the story she was the monster invading an otherwise peaceful home.

Everything was now taken care of. Now it was time to confront Twilight, she WOULD redeem her honer. The young pony looked up at Bane, "Trixie is ready, on to Ponyville! Trixie will show Twilight why Trixie is called great and powerful."

**----------**

Once in Ponyville the two of them marched strait to Twilight's library. Trixie flung the door open. "Twilight!" The purple pony turned around, immediately struck by a look of confusion.

"Oh um hi Trixie, I haven't seen you in a while...eh can I help you?" She said before shifting her gaze to look at her door, making sure they hadn't broken it just now.

Trixie immediately pinned Twilight against the wall. "Yes you can! You have something that belongs to Trixie!" Twilight struggled against the blue mare's magic, utterly confused and frightened. "You have stolen Trixie's honer! Now Trixie will steal it back!"

"Trixie, I know your upset, listen Trixie...I'm sorry, ok? Look, I cheated to win hat contest, you were the best all along!" Upon finishing that confession Twilight fell to the floor as Trixie had released her grip.

"You, You cheated? Really Trixie won? Trixie is still and has always been the best?"

Finally bane spoke up, "Trixie, you fool! Don't fall for this, He's just making a pathetic attempt to prevent you from for filling you destiny!"

Trixie blinked "He?"

Twilight cut her off, "And what destiny is that? To have your daughter carry out your revenge for you because you're not strong enough to do it yourself?"

Bane stomped his hoof, "Enough of this silly dress up game, boy!" The unicorn used his crimson magic to slam 'Twilight' hard against the ground, breaking the illusion spell.

Trixie had to double take "A-Alex!? Why!?"

Her older brother pulled himself up and this time, switching to his normal voice answered, "I'm sorry, Trixie I was just trying to calm you down. I figured if I could convince you that you had actually won..."

"If you could LIE to me, mean!?"

Alex continued anyway, "Yes, that if I lied to you you would reconsider going to fight Celestia just because our father can't handle grief!"

"Look boy, Celestia killed your mother! Should she just go unpunished because she's an Alicorn!?" Bane said stepping closer.

"Dad....I loved her just as much as you did but this is-"

Enraged, Bane slung the adolescent grey pony clean trough the wall of Twilight's house. "You can never understand how much I loved her! Celestia may think she's above the law...she may /think/ shes some kind of untouchable goddess, but we'll make her pay!"

Trixie moved to help her bother to his hooves only to be interrupted by an order from Bane. "We're wasting time here, lets go!"

With that the two much more powerful unicorns vanished leaving their son and brother sprawled out on a heap of wood and books that used to be Twilight's wall. "Trixie...Oh Celestia please don't kill her." He whispered the words barley able to speak without crying.

**----------**

Bane and his pupil appeared at the gates of the Canterlot royal palace where Celestia, Luna and the royal guard were already waiting for them. Obviously his worthless son had warned the bitch.

Standing in front of the royal guard was a young white, blue maned, unicorn. "Former general Bane! You are not welcome here, leave now!"

The red stallion smiled. He was easily several times more powerful than this pony who was apparently the new captain of the royal guard. "How is it you can protect a Princess to uphold the law, when the princess herself is guilty of murder? Is everypony afraid to bring down the hoof of justice on an alicorn?"

"How dare you speak these lies about Celestia! I've had enough of your treason! Take him away!" At Shining Armor's command a squad of elite pegasi all in gilded royal mithral armor approached Bane. A blinding pulse of light from Trixie, however, sent them all flying like popcorn.

The remaining royal guard seem to just now notice the smaller unicorn standing with their former general. "Celestia!" Trixie shouted. "Why!? Why did you kill my mother!? Trixie had to grow up with no parents because of you! Trixie has had to sleep in the streets so many nights as a filly... because YOU killed my mom!"

Shining armor was just about fed up with this. "I Hate to break it to you, filly, but your daddy is a lair-"

"No." Luna boomed in the royal Canterlot voice. "That much is true, my sister is indeed responsible for Roxanne's death. Against my sister's wishes I have shown Trixie the events of that night."

Shining armor's eyes shifted from Luna, to Bane, and back to Celestia. "P-princess?

She nodded. "Its true, I killed Roxanne. It was not intentional but it was entirely my fault. Please believe me when I say I had good reason but no pony must know the secrets of the past. These things are better left forgotten."

Shining Armor turned back to Bane. "It is not my place to judge the Princess, only to protect her! Every pony ready?"

"Ha ha ha ha ha ha ha...." Bane laughed hysterically. "You underestimate how much thought I've put into this, haven't you?" He cleared his throat, "Ahem, ABOUT FACE!" His sudden and unexpected order rang out over the crowed, and while many of the guards simply looked at one another in bewilderment, about one third of them abruptly turned around and backed up. They closed in to protect the much more powerful former general.

Shining couldn't believe his eyes. This was absolutely appalling! "T-Traitors!" He howled in rage before rearing up and letting out an uncharacteristic whiny. "Everypony, attack!"

"NO!" The sun princess boomed in her mighty Canterlot voice. "Bane only wants to fight me." She gracefully drifted down to face the crimson invader. "Everypony leave, now." She ordered flatly.

Bane motioned to his own guards. "Do as she says, this is between me and her!"

Suddenly a blue beam blasted a hole clean though the palace wall. "Hello!? Remember me? Trixie!?" She snorted, and scrapped her hoof at the ground. "Where the buck is Twilight!?"

"Its ok, Trixie. I'm here. The purple pony said stepping forward." Her older brother seemed to want to interject but she just winked at him. "Don't worry, shining I'll be fine."

"Trixie will see about that, Twilight! Trixie will hurt you as badly as you have hurt Trixie's pride!"

"Shining armor! You and Luna should put up a shield around the four of us, so that nopony else gets hurt in our fight."

"You got it, sis!" A Pink bubble of energy form around the area of the palace, Enough room for the for of them to fight but also closing out every other pony.

After a brief nod from Celestia, Luna also lent her power to the shield.

**----------**

Trixie made no effort to suppress the huge grin on her face, She would finally prove herself greater than Twilight. The instant the shields were up she propelled herself forward to tackle her purple foe with a super charged leap.

Twilight bliped away just in time not to be trampled by the blue mare's unnatural, magically enhanced strength. "Why do you care so much about beating me, Trixie? Why is this so important to you?"

"Hnnng Shut up!" On that last word she unleashed a powerful beam which Twilight put up a bubble to block. Still continuously firing Trixie explained. "You don't know what its like to grow up on the streets! No friends, no family NO FAIR CHANCES! Being the best is all I have and I had to work hard for it!!!" The power of her beam intensified. "I'll be damned if some pampered palace pony who's had everything handed to her is going to take that away from me!!" Twilight was now visibly struggling to hold back Trixie's on going attack.

**----------**

Twilight felt her knees buckle against the strain of holding back the vengeful blue pony's attack. She managed to muster up enough spare energy to port away to just behind Trixie, but as she was about to attack her target vanished. Faster than she could even comprehend, Trixie's hind legs bashed the purple mare square in the ribs, quite literally knocking the wind out of her.

This was hopeless! She was no match, Trixie was superior in every regard! Whatever training this Bane character had given her, it put the blue mare in a class of her own. She pushed herself up and suddenly noticed that Trixie had taken her attention off their battle and was looking strait up. "what could she be..."

A second later Twilight got her answer as a small hole opened up in the large dome shaped barrier they were fighting in. A rainbow colored streak slammed down with such force as if it were fired from a cannon.

The the magically enclosed area filled with plums of smoke, all random colors. When the smoke cleared an incredible sight was reveled. Rainbow Dash was flying strait down into Trixie, who was intern holding Dash back whit her magic. A rainbow stream of energy still poring from her tail as her wings flapped faster than a humming bird's, propelling her head first into the seemingly immovable object that was Trixie.

The pegasus pony's momentum seemed to be weakening. It wasn't long before Dash's energy was spent and Trixie was able to cast her aside. With both Rainbow Dash and herself utterly defeated Trixie shifted her gaze upward.

Celestia had fared much better against Bane the she had against Trixie, Bane looked to be in worse shape than her. He was utterly pulverized.

**----------**

Trixie felt an anger well up with in her, looking up seeing her former princess looking down on her. The bitch still though she was better than her! Well NO PONY is better than the great and powerful Trixie!

"Trixie! You've beaten Twilight...I must admit I didn't see that coming. Are you satisfied now? You've proven yourself the most powerful unicorn in Equestria."

"Shut up you cocky bitch! Trixie will not be spoken down to like that! Trixie will show that she is superi--" She wasn't able to finish her deceleration. The cowardly princess had transported her away.

For any other pony the sight before her devastating. Any normal pony would be silenced at this point, but for Trixie this situation was merely a nuance. With the perpetually black sky and dead, rocky landscape she could see why such a prison would strike fear into the hearts of the less powerful. All the room in the world, but nowhere to go. Trixie laughed.

The mares horn glowed as she conjured up a spell. It shined brighter and brighter until her eyes and even her mane seems to be giving of a slight glow as well. With one final grunt of effort she zipped away in the longest teleport ever preformed by anypony.

Trixie was pleased to hear gasps of shock and amazement when she reappeared at the battle field. They continued when Trixie enveloped herself in a blue aura of magic and drifted into the air.

"You cannot be rid of the great and powerful Trixie so easily!" She bellowed with a force remarkably similar to the royal Canterlot voice.

**----------**

Celestia's mouth hung slack a few moments. It simply wasn't possible! That mare, young enough to be her great great grand daughter, had just defied her banishment as if she were a grounded filly sneaking out the window. "Im-impossible..." She watched as Trixie ascended to her eye level.

"Sorry!" Boomed Trixie, "But you will not be able to simply shrug off the GRRRRRREAT and powerful TRRRRRRIXE like you do with all your other problems!"

She was a queen, a goddess even! Yet here was this unicorn calling her out. This 'Trixie' wasn't even related to the royal family! How could she possibly be powerful enough to defy ancient laws and use the royal Canterlot voice!?

Now there was no choice left. Trixie was too dangerous and unpredictable. Bane had poisoned her mind, She would have to be killed for the safety of every other pony. Not to mention the fact that the princess was more than a little afraid of what Trixie might be capable of if she were to fight the blue mare with anything less than her best.

The much larger white Alicorn heaved herself higher with a mighty thrust of her wings and unleashed the most powerful beam of pure solar energy she could muster. Her attack would easily have enough power behind it to flatten a mountain and whip the Everfree forest clean off the map a hundred times over.

**----------**

Trixie summoned up all the energy she could and forced it into her hooves. She smiled wildly, taking the attack head on. Any normal pony, heck even Bane would likely be burned to ashes upon contact! But for her it only felt warm to the touch.

The power! It was unreal! She drew out more and more, using her bare hooves to effortlessly split the sun goddess's attack in half. Oh how satisfying was the look of frustration on her former princess's face right now!

A jagged wave of lightning exploded from Trixie's horn and completely engulfed Celestia. The blue mare licked her lips with a wicked grin of extacy as she watched the so called divine ruler of Equestria writhe in pain.

**----------**

Twilight looked on helplessly. There was nothing she could do, it was taking all her power just to hold the shield in place to contain the massive amounts of energy these two ponies were hurling at each other. From the looks of it, the same could be said for shining armor and Princes Luna.

"NO NO NO! THIS SHOULDN'T HAPPEN!" The purple mare nearly jumped out of her skin at Celestia's sudden outburst, the sun its self seemed to be flaring up wildly as the goddess began to lose her temper. "IMPOSSIBLE!!"

This was so unlike her mentor. Celestia was always calm, collective and in control. Something seemed to be wrong with Trixie as well. The way she was glowing seemed familiar... The unnatural flow of energy was almost like hers when she got her cutiemark. Only with Trixie the energy was multiplied more than a hundred fold!

**----------**

Trixie's wicked grin faded as a small pressure inside of her grew stronger, and stronger to the point where is was causing her pain. She tried to push her power back down but to her horror she found that, just like in the Ursa fight, she had lost control of her own power.

The mare's vicious lightning attack started to fray away from the princess and seem to be striking and whipping around the battle field at complete random. It was apparent that she had indeed lost control.

A violent aura of volatile magic completely overtook the former show mare. It felt like a thousand knives were trying to force their way out of every part of her body. Supernaturally bright light was emitting from her mouth and eyes. Small rips and tears formed all over her body emitting the same intensely bright light. She couldn't even move, let alone hold herself a float.

She barely acknowledged the sensation of falling, as the pain just overwhelmed all her senses. "HHHHH...HHHHHEEEE" It was hard to talk, she was in that much agony. "BANE.....HELP!" Her voice was a pathetic plea and sounded like a distant echo, which might have scared her if she didn't feel like her skin was on fire.

**----------**

Twilight looked on in horror. Beams of light were poring through tears in Trixie's skin. Her whole body was shaking violently. Bolts of energy sprang from her aura and struck the shield and ground at random. Even with Luna's help, Shining and the princess were having trouble keeping the battle contained.

Bane, who was still inside it, ran and knelt down beside her painfully dieing daughter. "No no no NO NOOOOO! Trixie TRIXIE! My daughter, my beautiful daughter!" He took an aggressive stance towards Celestia, didn't the fool learn anything? "YOU! YOU BITCH WHAT DID YOU DO!?"

The sun goddess angrily exploded back "SILENCE! THIS IS NOTHING I'VE DONE!" The sun once again visibly blazed at her anger. She seemed to calm herself a little, "You did this, Bane. You taught her how to push her power beyond the natural, genetically built in limits for a unicorn. Her body has been producing more magical energy that it can safely hold! "

Twilight knew what Celestia was talking about! Being a mare of practical thinking, she thought it could only be possible in theory, that no pony could push their magic so far. If the theory was correct, then Trixie was going to...to explode.

Celestia spoke again, this time in her normal voice. "I have decided...that there is only one thing I can do."

**----------**

Trixie could barley hear or see anything, but just before blacking out she faintly recognized the spell from her dream. The one that killed her mother. then- blackness.

Trixie finally pushed her eyes open. It felt like she'd been asleep for days. She stood up and immediately noticed two very odd things! The first being that her body had completely healed, and the second being that she was now staring at the ground from about three feet higher. As the rest of her senses came too she noticed she was inside Canterlot palace. More specifically in a very nice guest room.

"So your awake." she heard Celestia say. "Congratulations, you lived." The princess used her magic to conjure a huge mirror on the wall. Trixie stared at her reflection, jaw agape. Even she, 'The Great and all Powerful Trixie' never imagined she would ever be seeing what she was seeing right now! For in the mirror, there was her reflection...about three feet taller with a long sharp horn. A flowing, smoky and sparkling mane now graced her head and two long, perfect wings were folded at her sides.

"That's the spell that killed your mother," Celestia explained. "While Luna was banished to the moon my powers were taxed greatly by taking on the role of a second goddess. When we were invaded about ten years ago by a powerful army from the badlands...I couldn't do anything to help. Constantly bringing forth both day and night put too great of a strain on my powers to use them to protect my ponies. Your mother wanted to become an alicorn to help and relieve some of my burden...I advised her against it but she insisted...her life force...was not enough. She didn't have the power necessary to sustain an alicorn form."

"And I do....." Trixie sounded distant, lost in thought.

"Believe me this was not my intention, If I had left you, your unicorn body would have exploded. As much magical energy as you had pent up would have left Canterlot a smoldering crater, even if I'd of banished you to the moon you could very well have destroyed IT too. Either your magic would not be great enough to survive the transformation and you would die... or you would become an alicorn and be the very first pony to survive the spell. Either way it was the only thing I could think of to save Canterlot."

Celestia took a deep, exasperated breath before concluding, "You forced me to make a move I was wholeheartedly against, Trixie. In a way you became the single most powerful pony in the world...." Then finally she spat the last word, "Congratulations!"