The ponies just stared at Starkiller as he looked upon the small group in return. Having dealt with numerous alien species, the expressions on the ponies were as easy to interpret as if they were human. Twilight looked nervous. The light coloured winged one that had made them all aware of his presence seemed on the verge of a heart attack. The fancy looking one, easily the lightest coloured one there seemed appalled. The other winged one as well as the one with the hat seemed a cross between excited and unsure while the last among them seemed about ready to burst with excitement.

"Starkiller, please. What are your intentions here?" Twilight asked, shaking with fear at the Sith Lord's presence. That was a question which Starkiller had to consider. He knew that Twilight was a creature of the Light side, and while there were those hiding in the shadows of the dark side, none were as powerful or had as much potential as the creature cowering before him. So he had a choice. He could try and turn Twilight and risk failure, or he could do what he managed to do once before and sway back to the Light side, like he had for Juno and the others.

He certainly had no love for the Emperor, and realistically speaking, it would be easier for him to change than her, given what she had to live for, at least in his experience. For now, he would teach her how to better use the force, how to utilize it in combat. The sway of the dark and Light side would come later.

"I have no intentions here. However, perhaps you could help me?" Starkiller asked, through his mask. His voice was deep and dark. The ponies were surprised to say the least by his sudden request for aid. All but two were further surprised by his understanding of their language.

"What do you need help with?" Twilight asked.

"My current master is the Emperor of the Galaxy. He obtained this title through... more than questionable means, going so far as to direct a war by tricking both sides. I won't bother explaining how it worked. My former master was his disciple before me. I was trained in order to help him defeat the Emperor and restore peace to the Galaxy, which has been suffering from his tyranny for far too long." he said. The ponies were taking in every word, each and every fact that came out of Starkiller's mechanical mouth was like gold to them.

"So where does Twilight come into it?" the energetic one asked.

"When my former master died, I was... caught in certain events that broke me. Now I serve the Emperor. But I can feel a power from you that has the potential to grow and rival my master. If you would be willing to learn, I could teach you what you need to know in order to defeat him." Starkiller replied.

"That's all well and good, dear, but I don't see what's in it for Twilight." the white one protested.

"My master's hunger for power is insatiable. To him, power comes in the forms of wealth, land and the force. He will-."

"I'm sorry... the force? What's that?" Twilight interrupted.

"You may call it something else. Witchcraft, telekinisis, magic. The point is, my master will venture further beyond in search of more worlds to conquer and I doubt this world we're on will be safe from him for much longer. If there's one thing the Emperor doesn't like, it's loose ends. And because I have gone missing, I may be considered a loose end." he replied.

The girls were unsure as to how to pursue this situation. "Could we take some time to consider your proposal?" Twilight asked.

Starkiller wasn't one for wasting time. He felt a disturbance in the force and it was on its way here. He knew it wasn't his master, he'd felt this presence before, but it was now darker, more twisted. Still, he could deal with it should it arrive. If anything it could give him the opportunity to gain the trust of the inhabitants of this world.

"Very well. I shall be waiting on that tower with the bell. Speak with me when you have your answer. But I must ask that you be swift with your decision making. My master has already sent someone to either collect me, or kill me." he replied.

"How do you know?" Twilight asked.

"Should you accept my proposal, I will teach you how I know. Until then, trust that I am telling you the truth. And as a sign of good faith, I offer you these." Starkiller relinquished his lightsabers, still strapped to his Obi and handed it over to Twilight who looked at the collection in amazement. "I plan on teaching you how to wield them safely as well, so don't go playing around with them." he added. Twilight stared at the devices and examined each one with a keen eye. The others stood around them and looked out of curiosity. When Twilight looked back up to Starkiller, he was gone.

"Whaddya think, Twi?" Applejack asked as the six of them gathered around to discuss the situation. Twilight was at a loss for words. It was obvious to her that Starkiller was evil, given her first impression of him, not to mention his painful slaughtering of those five ponies in the examination room. She believed he had an ulterior motive hidden within. She expressed her uncertainty to the others.

"Sounds like this guy has to be put down. The Elements of Harmony should be able to take care of that." Rainbow Dash declared, pounding her chest and flying a few meters into the air.

"No, if anything, now that I've had a chance to think things through... Even if we did use the Elements, they might just barely scrape by in the struggle against Starkiller. Assuming his master is really on his way then the Elements might not be enough, in which case, Starkiller's training would be invaluable." she replied.

"Are you suggesting that we take advantage of his training and then defeat them both accordingly?" Rarity asked.

"We?" Twilight asked.

"Well, yes. No sense in just one of us learning from him. Of course we all possess some inherent magical abilities. He never said that Earth Ponies or indeed Pegasi were unable to learn what he is offering to teach." The alabaster Unicorn replied.

"Wait, so you're saying I could use this force that he mentioned to move stuff around like Twilight does? That'd be like becoming a false Alicorn. AWESOME!" Dash interjected, throwing her hooves in the air.

"Think of what we could do with that power. Fluttershy could use it for the betterment of her animals, such as helping them out of trees and hideyholes, I could use it for my dress-making, Applejack could use it to help her with her Applebucking and Pinkie Pie could use it for... baking?" Rarity suggested. The girls liked the sound of that. They were excited even. Twilight remembered seeing the lightning that had been used to torture those five ponies, but she refrained from telling her friends about it, a decision she knew she would later regret.

"Alright then... let's tell Starkiller our decision. We'll all learn how to use the force like he does." she said.

Starkiller sat on the peak of the bell tower. His eyes were closed and his mind lost in meditation. He'd only ever done this once before, but he felt that now might as well have been as good a time as any. His mind had expanded to allow him to view all of the town he currently resided in. Ponies mentioned the name to be Ponyville. The different shapes and colours of the ponies intrigued the Sith Lord.

He felt the approaching presence of six ponies. The same six he'd come across before, including Twilight Sparkle. The force told him their decision before they could. It even told him their names. The first to appear was Rainbow Dash, easily the most energetic of the bunch. Twilight was next, using that strange teleportation power she possessed. Pinkie Pie was third. That one was strange. The rest came in terms of alphabetical order.

"We're ready to begin." Twilight stated. Though Starkiller only meant for Twilight to learn the ways of the Force, more students couldn't hurt.

"Then we'll begin." he said, opening his eyes from behind his mask. "First, I have to gain your trust. It comes in the form of that." he continued, pointing towards the sky. The ponies all looked towards where he was pointing and gasped in shock at the strange shape they saw.

Author's Note

Okay, just so you guys know, I understand that the Sith helmet Starkiller wears is supposedly grafted to his skin, but there is that version where his face is visible without it, so I've decided that for this instance, Starkiller's helmet is removable.