A Foggy Memory

by Treble Tech

Rating: everyone
Tags: Adventure, Twilight Sparkle, Original Character, My Little Pony: Friendship is Magic
Length: 7514

When most of Ponyville becomes unresponsive, in a trance-like state, Twilight attempts to find out what has happened. Unfortunately, not even Celestia can help her this time.

When most of Ponyville falls into a strange trance, Twilight travels to Canterlot to consult Princess Celestia. Soon, she meets a powerful entity who seems to have his own agenda. Twilight is the only one with a chance of stopping him, but how can she win if she can't even trust her own memory? And what exactly is he trying to do?

Published 2014-02-13 18:00:03 UTC
Last updated 2014-02-13 18:00:03 UTC

A Foggy Memory

A Foggy Memory

"Twilight!" Spike burst through the door of the library. "We've got a problem!"

Twilight groaned. She had just been in the middle of an extremely interesting treatise about new forms of magic. Briefly, she wondered why Ponyville couldn't wait to have a problem until sometime when she was out of town.

"Alright, Spike, what's wrong? Pinkie Pie didn't bake Applejack's hat into a cake again, did she?" Twilight didn't even look away from her reading while she was talking. She figured whatever was wrong, it was another minor event that really didn't require much effort to solve. Ever since she became a princess, ponies seemed to seek her opinion on every little thing. This certainly wasn't the first morning where she'd had to deal with a "problem".

"No! Nothing like that! It's a real problem this time!"

Twilight sighed, still not looking up from the paper. "Well, if it's so serious, why haven't you told me yet?"

"Well, I... never mind. I don't know what happened. Most of Ponyville has fallen into some kind of trance!"

Twilight raised her head. She then saw that Spike looked incredibly worried. Frantic, even. "A trance?"

"Yes! They won't do anything. They just sit there."

Suddenly Twilight was on her hooves. She had just read about something like this. Powerful magic spells existed which could cause ponies to go into a trance-like state. If someone was attacking Ponyville, she had to find out why and stop them.

"Alright, show me. Where are they?"

"All over the place. They just stopped whatever they were doing. They won't move an inch. Come on!"

They ran towards the door.

Standing outside the library, Twilight could see that Spike was right. A large number of ponies were simply standing or sitting around, doing nothing. A few ponies were wandering around, trying to help the others.

"Twilight!" A blue streak hit the ground, causing Twilight to jump. "What's going on? All these ponies just suddenly zoned out."

Fluttershy landed beside Rainbow Dash. "We've been trying, but we can't get them to do anything. It's scary."

"Girls, Spike only just told me about this. I don't know what's going on, but we'll figure it out, don't worry. Now, I need the two of you to find all of the ponies who haven't been affected. Tell them all to meet outside of town hall in as soon as possible. We need to make a plan."

"Got it, Twi. You can count on us." Rainbow dashed off.

"Oh dear. I hope we can find a way to help them." Fluttershy drifted away, worrying to herself as she went.

Twilight began to wander through Ponyville. The majority of ponies she saw weren't doing anything. She walked up to a mare and waved a hoof in front of her face. She simply kept staring in the same direction. Twilight continued to walk through the streets, glancing into ships and houses. The ponies had completely stopped whatever they were doing. Eating, reading, baking. Sugarcube Corner was quieter than it had ever been. But Twilight couldn't sense any dark magic that could be causing this.

"Spike."

"Yes, Twilight?"

"Go back to the library and send a letter to Princess Celestia. Tell her about what happened, and ask if she has any idea what to do. If anypony can help, she can."

"Well, alright." Spike looked worried. "But be careful. Whatever did this could still be around here."

As Twilight walked towards the town hall, Spike turned back towards the library. Neither of them noticed a thin wisp of fog snaking its way along the ground behind Twilight.

Twilight searched the faces staring up at her. One, two, three, four, and five. She let out a breath she didn't know she had been holding. All five of her friends were fine. But things still looked bleak. Only around an eighth of Ponyville seemed to be here. What's more, Twilight still didn't know what was going on. Here she was, in front of town hall, with everypony waiting on her to speak, and she didn't know what to say.

Rarity broke the silence for her. "Twilight, did you call us here for a reason?"

Twilight gulped. She could feel sweat beading up on her face. "Well, yes, but... I still don't exactly know what's going on. I just thought we needed a plan, but... I haven't really worked anything out yet. I'm sorry."

"Well don't worry, sugarcube." Applejack joined her in front of the crowd. "We'll figure something out. We can't expect you to know everything."

Twilight nodded. "Thank you, Applejack. I don't know what happened, but I'll do my best to find out. I've already sent a letter to the Princess. Meanwhile, I need all of you to keep Ponyville running. Some ponies were working or doing chores when they stopped. We need to make sure everything that needs to be done is finished. Look around for things that need to be done. Also, keep an eye out for anything that could hurt somepony, like ovens that have been left on. Keep everypony safe."

Rarity spoke up. "Of course, darling. And I don't mean to insult you, but do you really know nothing about what caused all this?"

"I'm afraid I don't. So that's another thing I need help with. Keep an eye out for anything that could help us figure out what happened. But if you see something that seems dangerous, don't bother it. I don't want anypony to get hurt."

The ponies started nodding and moving off in different directions. "Girls, wait. I want to talk to you." Twilight's remaining friends joined her and Applejack in front of the building.

"What's up?" Rainbow Dash cocked her head.

Twilight looked at each of them. "I want all of you to supervise, make sure everything is going the way it should be. Mayor Mare is one of the ponies who was affected, and I'll be busy trying to solve this. Somepony needs to be in charge."

Fluttershy shrank back. "Oh, I d-don't know that I should be in charge of-"

"Why not? It'll be fun! Like a big, mystery-solving party!" Pinkie started looking at the ground as if searching for clues.

"Fluttershy, you'll do fine." Twilight stopped as she saw Spike running towards her. "Spike! Did you send the letter?"

"Yeah, I did. But I haven't gotten anything back yet."

Twilight raised a hoof to her chin, considering what to do. "Girls, you can handle things alone, right?"

"Course we can. Ah'll get Mac and Apple Bloom to help out, too. They're both fine."

"We'll take care of things, Twi. No freaky trance is gonna bring us down!"

"Thank you, girls. I'll have to go to Canterlot myself and speak with Celestia personally. Spike, I want you to stay here in case she does send a reply. If you're with me, Ponyville won't receive the information."

Spike simply nodded. Twilight could tell he was upset, but he wasn't going to argue, and he was needed here. She turned, spread her wings, and started flapping. As she lifted off and headed toward Canterlot, she heard Pinkie yell "Have fun!" Despite the situation, Twilight smiled. Nothing could lower Pinkie Pie's spirits. She knew that Ponyville would be alright. Her friends would take care of it. No matter what happened, she'd never forget everything they had done for her.

Nothing. The sky was empty except for a few clouds. As she flew, Twilight kept thinking about what might have happened. It seemed like some kind of attack, but there were no clues to who caused it. If they were attacking Ponyville, surely they would have shown themselves by now. She thought it could have been some kind of magic accident, but she didn't think any of the other unicorns were powerful enough to cast a spell that strong.

Soon, she reached the tall spires of Canterlot. She flew down toward the street, but almost fell out of the air when she got closer. She was shocked.

She landed with her mouth agape. Everywhere, there were ponies in the same condition as those in Ponyville. Whatever this was, it was apparently not an isolated event. She took off towards the castle. Now more than ever, she needed to talk to the Princess.

Occasionally, she would pass a pony who was fine, but Canterlot seemed to have been affected worse than Ponyville. Almost all of the ponies she saw were simply sitting there. Suddenly, she screeched to a halt. She thought she had seen something strange, something she hadn't noticed before...

She got closer to one of the ponies. Yes! Their eyes were moving! Very slightly, but they were, almost as if the pony was watching something. Twilight didn't know what to make of this, but she would have to remember when she got to the castle.

She continued on through the silent streets. The city felt lifeless, dead.

"Princess Twilight!" A voice shouted from behind her.

She turned around. One of the city guards was running towards her.

"What is it?" Twilight waited while the guard caught his breath.

"Do you have any orders?"

"What?"

"Well, there hasn't been any word from Celestia and Luna. Me and the other guards that are left have been too busy taking care of the city to go to the castle and ask them, so right now we take orders from you."

"Oh, right, of course. Well, um, I'm on the way to the castle right now. Just do what you can to keep Canterlot running and everypony safe, like you have been."

The guard turned around and ran off. Twilight continued through Canterlot.

The castle was eerily quiet. The guards were as still as gargoyles on the walls. She pushed open the large doors and stepped inside, making her way directly to the throne room. She couldn't believe that Celestia hadn't given any orders to the guards that remained. Why wouldn't she have done so? Unless... maybe she was...

Twilight shook her head. No. Don't think like that. She'll be there, and she'll help. You'll see.

Before she knew it she was standing in front of the doors to the throne room. She pushed open the doors. "Princess Celestia! I need your-"

She stopped mid-sentence . The first thing she had noticed in the room were the lifeless sentinels on either side of the throne. On the throne itself sat the Princess. Silent as the grave.

Twilight ran to the foot of the throne. "No! Princess! Please no!"

She bowed her head. She felt the tears welling up in her eyes. Please, Princess, wake up. I can't do this alone. I don't even know what's going on. I need help. From you, or Luna, or my friends. Or Shining Armor. He's always been there for me, but he's in the Crystal-

"She won't wake up."

Twilight slowly raised her head. The voice that spoke sounded familiar. But it was impossible.

She whirled around. At the other end of the room, in front of the door, was her brother.

"Shining!" Twilight began galloping toward her brother. She knew everything would be fine. They'd figure this out together, like when they saved the Crystal Empire. Twice. They'd help the Princess and-

Halfway across the room, she stopped. This wasn't right. "Why aren't you in the Crystal Empire, Shining? Did something happen?" Twilight gasped. "Oh no! Is Cadance alright? She isn't hurt is she?"

Her brother raised a hoof to his chin. He looked down at himself, as if inspecting himself for something. "Oh, don't worry. I'm sure Cadance is fine. Very interesting that you are seeing Shining Armor."

"Oh thank goodness. I thought something might have happened to her." Suddenly she registered what he had said. "W-what do you mean? Of course I see you. And why are you talking about yourself like that?"

The stallion chuckled. "Now, now Twilight. Don't get excited. You'll hurt yourself. Now, listen carefully. Stop thinking about your br- Sorry, about me. Don't think about the fun we've had together, or your memories of me. Don't think about anyone in particular."

Twilight thought these instructions sounded a little strange, but she could trust her own brother, couldn't she? She closed her eyes and stopped thinking about Shining Armor. When she had calmed herself down, she opened her eyes again.

And took a step backwards, her mouth agape. Right before her eyes, her brother- No, it wasn't her brother. Not anymore. What had once been a grown stallion had dissipated into countless wisps of something that looked like fog, or maybe some kind of mist. As she watched they began to reform into something that looked like another stallion, but that was made completely out of that gray fog. She could see hooves, a mane, a tail, and facial features, but they were constantly changing, swaying and billowing with the slightest breath of air. Strangely, she seemed to see familiar faces forming in the mass, all along the thing's body, faces she knew well. But as soon as she focused on them, they disappeared. Where the thing's eyes would be, two piercing green lights cut through the mist.

And then the thing spoke. Its voice was like nothing she had ever heard before, like a blend of every voice that had ever meant something to her. It soothed her like her mother would when she had a nightmare. It made her feel as wonderful as when Celestia asked her to be her apprentice. It was, at the same time, as confident as Rainbow Dash and as quiet as Fluttershy. And yet, it was clearly a stallion's voice, if this thing even had a gender.

"Well, that didn't take you long at all. You must be very skilled, to control your mind so well. Or, maybe there just wasn't much in there to begin with." This was accompanied by a laugh, the kind of laugh that brings back memories of friends and good feelings.

"What... are you? And how do you know my name?" Twilight kept backing away. She didn't know what it was, or what it wanted, but she had a feeling it was powerful.

"Oh, Twilight. I know everything about you. What you like to eat, what your favorite book is, and even how you felt about that one colt back in school." Twilight gasped and blushed furiously, despite the fact that she was becoming genuinely scared now.

"How-how did you-"

"How did I know? Twilight, I'm hurt! You really don't remember me?"

Twilight froze. "What? I've never met you before in my life! I think I'd remember that!"

"Well, apparently, you don't. Try harder. You'll remember eventually."

Twilight didn't know what he was talking about. She had never- No. There was something... a long time ago. "I... I do remember! It was in the park! That's where I met you, right?"

The creature slowly shook his head. "No, Twilight, I'm afraid not. The truth is... we actually never have met before."

Twilight's mind started reeling. "What? But I remember it!"

"Yes. A pony's mind is an amazing thing, isn't it? Try hard enough, and you can remember anything. Even something that never happened in the first place."

Twilight didn't know what to say. She simply asked the question at the forefront of her mind. "Who are you?

The thing's response dripped sarcasm. "Congratulations on asking the most complicated question possible. Simply put, I'm... a spirit. Not like a ghost, mind you. They're no fun."

"A- A spirit? But.. do you have a name? And how did you know I was thinking about my brother? Or Celestia? Can you read minds? And what did you mean she won't wake up? She has to wake up! She-"

"One question at a time Twilight. I'm willing to explain if you'll take the time to listen. First of all, the name's Memorial. Got it memorized?" This was accompanied by a smirk, or the closest thing a fog bank could make. "Second, no, I can't read minds. Thoughts aren't my area. What I can read is memories. I don't know what you're thinking when you think it, but I know the instant after you think it, because it becomes a memory of a thought. Think about that for a minute."

Twilight raised a hoof to her head. All of this was beginning to give her a headache. A being of memory? It was unlike anything she had ever heard of before.

"Finally, what I said was what I meant. Celestia won't wake up."

He said this with such finality that Twilight felt her heart sink into her chest. She could feel herself tearing up. Then, she realized something she should have noticed before. She felt her sadness beginning to boil into a fiery rage.

"And how exactly do you know that she won't wake up?" Twilight asked this in a tone of voice that would tell an angry hydra to think twice about coming closer.

Memorial seemed not to notice, or maybe he didn't care. "Simple. I'm the one who caused it. Not just Celestia, either. Every other pony that's been affected, too. I'm quite proud of it, actually."

Suddenly, there was a blinding flash of light. A beam of raw magic shot from Twilight's horn. It lit up the entire room as it blazed towards Memorial and struck him in the chest. When the dust cleared, there was nothing left. Memorial was gone.

Twilight stood there for a moment, panting. After she caught her breath, she turned and ran back to Celestia's throne. The alicorn hadn't moved a muscle. She was still staring straight ahead. Only now did Twilight realize she should have tried to get more information first. She still didn't know exactly what was going on. Well, it was too late now.

"Don't worry, Princess. Memorial is gone. I'll wake you up, I promise. There has to be some way." Celestia didn't answer.

Twilight began to think. She didn't know of a spell that could help, but maybe if she had some more information, she could create one. If she could see inside Celestia's mind, she might be able to see what was wrong.

Twilight raised her head and touched Celestia's horn with her own. She started reaching out, searching for dark magic, or anything that seemed harmful.

There was nothing. Nothing in her head that wasn't supposed to be there, at least not that Twilight could find. So she switched tactics. She might be able to pull Celestia back to reality, if she could just...

Suddenly, Celestia's eyes blazed a bright white. There was an explosion of energy, and Twilight was thrown back into the center of the room. She struggled to her feet, smoking.

"I told you she wouldn't wake up. Perhaps the young princess has some trust issues."

Twilight whirled around. Memorial was standing between her and the throne, apparently unharmed. He had a condescending smirk on his face.

"What- how..."

"Please, Twilight, don't embarrass yourself any more than you already have. Keep your mouth shut, and things will go a lot smoother. Now, I-"

"How are you still here? I thought I got rid of you!"

Memorial scowled. "You ask too many questions. While you did dispel me for a minute, you can't kill a memory, so you can't kill me. I'm more powerful than you will ever be."

And arrogant, too, Twilight thought to herself. But that gave her an idea that might help Celestia.

"Okay, if you're so much better than me, do you want to prove it?" Twilight said this in what she hoped sounded like a superior tone of voice.

It seemed to work. Memorial's expression grew darker. "Is that a challenge?"

"Yes it is. I try to help Celestia, pull her out from whatever you've done. You won't interfere with any more explosions or anything like that. It'll prove who's better." Twilight knew she still needed information, but helping the Princess was a priority. If she was right, Memorial wouldn't be able to refuse the offer.

However, his actual reaction was something Twilight never would have guessed. Instead of letting his pride get the better of him, Memorial burst out laughing. "The bright young princess. The rising star. And she still hasn't figured it out! Ha!"

"What do you mean?"

"I didn't interfere in the first place! That explosion wasn't me! In fact" -his smile grew malicious- "the one who caused that was your own, dear, sweet mentor. What a way to repay you for trying to help!"

Twilight was crushed. Her own mentor had attacked her? No, she knew Celestia would never do that. It must have been because of whatever Memorial did.

Twilight shouted above the laughter. "I'll stop you! I'll free her from whatever nightmare you've trapped her in!"

"Oh Twilight. Alright, I'll take pity on you. Celestia, and all the other ponies, I'd never trap them in a nightmare. Dreams aren't my thing. I wouldn't even pull them into a bad memory. That wouldn't accomplish anything, now would it? After all, you've dealt with fear before. No, I can assure you, those ponies are perfectly happy."

"Happy? How could they be happy?"

Suddenly, Memorial shrank into a single wisp of smoke. He spiraled into the air, where he reformed. "Let me answer that question with another. In our wide, wide world"- he spread his hooves out as far as he could- "there are plenty of evil ponies. So why have none of them ever won?"

Twilight knew the answer to this, at least. "Because they were stopped. There were always heroes to fight them. And the Elements of Harmony, too." She decided to try a new tactic. "Which me and my friends will use on you if you don't-"

Memorial came to rest back on the ground. "Ah, yes. The Elements. It's a shame you don't have them anymore." He shot towards Twilight, stopping with his face inches from hers. "Don't try to fool me, princess. I know everything that you do, and more. The Elements are gone." He landed on the ground and stepped backwards. "You want to know the reason they all failed? They were less intelligent than even you are. They tried to rule through fear and power. That will never work."

Jumping backwards, Memorial began hovering directly over Celestia's head. "That's the secret. Don't scare them. Make them feel happy. I've trapped these ponies, true. But I've trapped them in the best memories of their lives." Suddenly, his smile seemed a lot more menacing. "They enjoy it. And if anyone tries to help them, they fight back. I don't have to bother keeping them under, because they do it themselves."

Twilight slowly backed up. She knew he was right. Celestia had fought her, and all the other ponies would too. After all, all they wanted was to be happy, and that's what Memorial gave them, in his own twisted way. There was no way she could help them right now. Her mind was racing, trying to figure out what she could do. Right now, the best thing was probably to keep him talking. "But why? Why only some ponies and not all of them?"

"Because they transgressed."

Twilight stopped, intrigued. This was a chance to learn something that might help her. "What do you mean? What did they do?"

Memorial's voice grew darker. Twilight could hear the menace. The fog that made him up started swirling faster, and she swore that she could see lightning inside him. "They committed an atrocity worse than anything else they could have done. They disrespected me. Do you want to know how?" He grew more and more agitated with every word he spoke. That voice that had seemed so sweet earlier now reminded her of everyone who had hurt her. In the fog, Twilight saw the faces of everyone who had teased her, or insulted her, or made her feel terrible.

"They don't care about their memories. They don't learn from their mistakes, or from the past. Most of the ponies in this world would be perfectly happy repeating the same day over and over again for the rest of their lives. No ambition. No drive. No respect for what I give them. So they need a new lesson, one that will stick."

Twilight knew she had to choose her words carefully. She didn't want to make him angrier than he already was. "I know that you give a great gift to the world." She could see Memorial beginning to relax. "But you're wrong. Ponies do learn. Princess Celestia is one of-"

"PRINCESS CELESTIA?!?" Twilight scampered back a few steps. "You're trying to argue your case with Princess Celestia? She's the chief offender! She never learns anything! After Luna became Nightmare Moon, what did she do? Banished her, and promptly forgot about her, which let her come back! And what did she do with Discord? She put him in a garden like a lawn ornament, without even a guard to keep him there! And she never considered the fact that Sombra might rise again!"

"Well, the other ponies had nothing to do with that! And Celestia's wise and kind! She's the one who taught me everything I know."

"Well, that explains a lot. As for the other ponies, they're hardly any better. Tell me, Twilight, when was the last time someone visited your library?

Twilight thought for a moment. "Oh, I get plenty of visitors. Why, just the other day-"

Memorial snorted and shook his head. "No! Not like that. I'll rephrase it. When was the last time someone actually checked out a book from your library?"

Twilight faltered and looked down at the floor. "Oh. Well, um-"

"Exactly. There are too few ponies who still care about the past. The only reason you and your friends do is because of those friendship letters and your diary. that's what's wrong with the world. Nopony learns anymore." His eyes burned brighter. "So I'll fix it. Teach these ponies that memories should be cherished. If they don't learn, there's no reason for them to wake up. I'll change the world for the better."

Twilight couldn't help feeling that there was some sense to this. "Look, I agree that some ponies need some help, but this isn't the right way to do it."

"I never asked for your opinion! I've been around for ages, and nopony knows more than I do. I have all the memories of countless millennia flowing through my head. I have tried before, but nothing I did ever worked. Now, we do things the hard way. I WILL HAVE THE RESPECT I DESERVE!"

Now Twilight realized just how angry Memorial had become. Her mind was racing, trying to figure out what she could do. If she was going to stop this, she needed help, and she only knew of one place she could get it. She turned and sprinted for the door, yelling behind her as she did so.

"Me and my friends will stop you! Even without the elements, we're unstoppable when we work together!"

Memorial didn't move as Twilight threw open the doors of the throne room. "Run, your majesty! Run as far as you can! You can't escape from memories!"

She heard his voice echoing after her as she ran. Through the cold, silent hallways. Alright, she thought, left, then right, straight, through these doors... The castle felt just as dead as when she had entered. Twilight swore that she and her friends would bring life back to this place.

The castle was like a maze. Any other pony would have gotten lost by now, but Twilight had learned her way around a long time ago. She knew exactly where to go to get out. Then she'd fly back to Ponyville and find her friends. They'd fight back and help everyone, just like they always did. Still, she couldn't help feeling uneasy. She doubted that she knew everything Memorial was capable of, but whatever he threw at them, they'd solve it together.

She continued sprinting through the corridors until finally she saw the doors that she knew led to the outside. She ran towards them as fast as she could and burst through.

The first thing she saw was the foggy mass floating above her beloved Princess.

"Oh, back so soon?"

"What? No! But, I have this castle memorized! I should be outside!"

Memorial drifted down towards the floor. "Oh, you have it... memorized. Well, I can't imagine what might have happened."

Twilight simply stood, thunderstruck. Then realization hit her. "You did it. You can change memories, can't you? And plant new ones. Like when I thought we had met before."

"I'd give you a prize, but I'm afraid I can't remember where I put it." He stopped in the center of the room. "Naturally, if I rule memory, I would have some control over it, as well. Yes, I can take memories and replace them, although in that case, I only planted the seed of a memory. Your own mind created the details."

Twilight began thinking fast. She still had to get out of here. If he gave me a fake way outside, then I should go any way other than where I think I should go. I'll get somewhere eventually.

She turned and sprinted for the door again... before stopping dead right in front of it. She couldn't get out.

"How did you- I can't remember how to use it!"

Memorial made a face that was probably supposed to look innocent. "How to use what?"

"You took my memory of how to use a door? It opens somehow, right?" Twilight began searching around the doorframe. "Is there a button? This is ridiculous. I can't remember how to open a DOOR! It's one of the simplest things in the world!"

Memorial broke down in laughter again. "Ha! You should see your face! Oh, that's priceless! If only Discord were here to see this! The brilliant Twilight Sparkle can't open a door!"

Twilight sighed. It figured that this clown knew Discord. At least she didn't have to deal with him, too. She tried to keep herself calm as she continued searching around the door. She stopped and tried to think of a spell that would help. Then she realized that she had forgotten all of them, too. "Give me my memories back. Now."

"And why would I do that? You can't leave before you've accepted."

Twilight turned around. Something about those words made her uneasy. "Accepted what, exactly?"

"Well, until the other ponies realize how to respect memories, Equestria needs a ruler. You were the only royalty that I could allow to continue... functioning. You will lead the rest of the ponies as they keep Equestria running until the others wake up."

It took a minute for this to sink in. "What? No! No, I can't! I can't replace Celestia."

The room became deathly quiet. Eventually, Memorial broke the silence. "You seem to be under the impression that I was offering you a choice. You WILL rule, Twilight, because I'm telling you to."

Twilight began to feel angry herself. She raised her head and looked directly at Memorial's eyes. "No. No matter how powerful you are, you can't tell ponies what to do. And I won't let you act like you rule the world."

The fog whipped itself into a frenzy. Memorial began to rise off the floor again at the center of a vortex. "Insolent savage! I'll make your life a misery! I'll take every memory you have, and-"

"No, you won't."

Twilight flew up until she was level with Memorial. "If you wanted to do that, you would have done it already. You would have erased my memories and replaced them with ones that would help you. But you didn't, and I think I know why. A pony's memories are part of who they are. They shape their personality. If you changed my memories, I would be a completely different pony, one that you might not necessarily want to be in charge. You can't do anything to me, because you're afraid it'll mess with your plan."

The vortex slowed. Memorial floated back down to the ground, and Twilight followed. "Well, well. Maybe I should have given you more credit. Alright, then. You win."

He changed into a small trail of fog again. He snaked past Twilight, heading for the exit. The throne room doors blew open, and the thin trail swept down the hallway and out of sight.

It can't have been that easy, Twilight thought to herself. She was sure he was planning something else, but she had to reach her friends first. She looked back at Celestia for a minute, then left the throne room. She jumped out the first window she found and flew back towards Ponyville.

Everything was gray. She could barely see a thing as she flew. There was fog everywhere. Rolling in like a storm, it had seemingly come out of nowhere, and it was freezing. As far as she knew, it had covered everything. Twilight was flying blind, simply heading in the direction that she thought Ponyville was in. The world was silent, and it seemed as if the fog was closing in on her. She continued flying for what seemed like an impossibly long time.

She gasped and swerved to the right as something huge came towards her. Something that looked like...

Twilight slammed into something and fell to the ground. Rubbing her head, she looked up at Sugarcube Corner. She had been right in the middle of Ponyville and hadn't even known! She shook the dust out of her coat and ran off to find her friends. She stopped immediately, and her heart felt like it would burst.

Her friends were sitting in a circle on the ground. They all had the same blank stare on their faces. None of them moved a muscle.

Twilight sank into the dirt and began sobbing. "No. Please. Not- not them." The fog closed in around her, blocking her view of everything except the lifeless ponies beside her.

It whispered in her ear. "Do you understand now, ingrate? I don't need to hurt to ruin your life. I don't need to shout or threaten you. I can simply do it, as easily as opening a door. Oh, I'm sorry, maybe that wasn't a good simile for you. You can't remember how easy it is."

"Please. You- you can't do this. You said- you said it yourself. They c-can learn. Y-you don't know how much they mean to me."

The fog swirled around her. Memorial stepped out and lay down beside Twilight. His voice was soft. "Oh, they mean a lot to you do they? Then tell me their names."

Twilight froze. Her mind went blank. No matter how hard she tried, how long she looked at their faces, she couldn't remember their names. This brought fresh tears to her eyes. "Please, give them back."

"I don't think so. I want you to realize what I can do. I can take bits and pieces, the memories you really value. I can leave you lost and alone in the world."

"Then pull me down, too. L-let me sleep like them."

"Oh, but Twilight, when I said alone, I meant it. You are the only one left. Without you, who would take care of them if something happened, like a storm, or a monster attack? They'd die if I trap you, too. No, you have to stay. For the good of all of them. I'm sure you understand."

Memorial stood up. "This could all be avoided if you would accept my offer." He held out a smoky hoof to Twilight. "Let me show you something that I think might convince you that I'm right."

Twilight willed herself to stop crying. She knew she had to stay strong. Now, everypony was counting on her. She still had to try to convince Memorial to stop this. "Alright, where is it?" She took the hoof he had offered her and stood up.

"Not a question of where, but of when." With no warning, Memorial changed into a tendril of fog. He snaked his way up her arm and into the center of her forehead. Twilight fell to the ground and held her head between her hooves. Then she relaxed. She sat with her friends, staring blankly into the gray world around her.

Twilight woke up in the middle of a grassy field. She stood up, shook her head, and turned around, then frantically spun back to the first direction and began running. "AAAHHHHH! HELP!"

Twilight was being chased by a mare wearing a suit of armor, with a long sword clamped in her mouth. There was fire in her eyes as she galloped across the field. She couldn't gain any ground, until Twilight tripped while looking back. The soldier bore down on the alicorn lying in the grass, who braced herself to be trampled.

And felt nothing. She looked up. The mare had passed right through her, and had engaged another pony some distance away. Then Twilight looked around and realized that she was in the middle of a war zone. She could see ponies, griffons, and even a dragon fighting each other.

Memorial appeared beside her. "Don't be frightened. They can't hurt you. This is only a memory. In fact, you're still in the middle of Ponyville."

Twilight looked around with her mouth agape. "What war is this?"

"Does it matter? They all end the same way. With the deaths of innocents. Nopony ever learns. They repeat the same basic trend over and over again, just with different tactics or weapons. Some wars may be necessary, but not all of them. This is why I need to teach them how to use the past. Do you agree now?"

Twilight shook her head. "No. I'm sorry, this is terrible, but I still think you're wrong."

Memorial sighed. "Really? Then let me show you something else."

The world spun into a blur of color and sound. When it stabilized, they were in the middle of what looked like a town hall. There were ponies shouting and arguing with each other.

"Look at this, princess. They never agree on anything. They won't use the past to help them. They always talk about what they'll do for the present and the future, instead of using knowledge to make a difference."

"Well, not all of them are like that."

"Maybe, but too many are." Memorial turned to Twilight. "Why won't you accept it? You should know more than anyone that I'm right. You've been affected by other ponies' stupidity often. What about how Shining Armor always ignored you when you were young? Or when your so-called friends tried to have you kick Spike out?"

"Well, they- wait, what? That never happened! Did it?" Twilight's mind was jumbled. She couldn't trust what she thought she remembered. "What if you just made that up to try to convince me? What if you made up all of this? Speaking of which, how are you even showing me this?"

"I can't believe you would accuse me of such a thing. And after I was so nice to you in the throne room." Twilight remembered how he had shown her the way out of the castle after she forgot. Memorial stamped his hoof. The room disappeared, and they were surrounded by the same fog that had been in Ponyville. "The mind is like a door into your memories. If I step inside, I can show you any memory I have. And I have them all. You have to agree with me now, right?"

Twilight didn't answer. She was too busy thinking. Even if she didn't remember how to open doors, she did remember that once they were open, they stayed that way. If Memorial was pulling these memories from his own mind, the door must be open. And even though she had forgotten how to perform spells, she still had the basic knowledge of how they worked. There was no reason she couldn't try to create one. It was a long shot, but it would have to work.

"Hey, featherbrain. I didn't lose you, did I? WHOA!"

Twilight leaped towards Memorial as there was a flash of light from her horn.

Twilight saw every memory from every pony that had ever lived running through her head.

It was excruciating.

She thought hard, trying to find one that would help her. Then, she saw something she had heard of before. She concentrated on a family of ponies planting apple trees in a large field.

She woke up on grass again, but his time, nothing was charging towards her. Memorial was floating in the air nearby, looking extremely annoyed.

"And what exactly are we doing here?"

Twilight got to her feet. "I'm going to present my case now." She gestured towards the younger Granny Smith and her family. "This is where Ponyville will be, years from now. These ponies managed to start an entire town from scratch. They didn't make any mistakes. At least, I don't think so."

Twilight thought of what she wanted next and stamped her hoof. Nothing happened.

"This is ridiculous." Memorial began to fly towards Twilight.

Twilight concentrated harder and stamped her hoof again. The world crumbled as she was yanked out of it. She landed sprawled on the floor of the Canterlot library. Obviously, she needed some practice.

Memorial groaned as he sat up nearby."Someone should give you a medal", he deadpanned.

Twilight jumped to her feet. "Look at all these books! They contain all the memories of countless ponies, and even stories that never happened at all! Ponies do respect memories, enough to store them like this!" She began running through the library, looking at the spines of each of the books.

"Books have no meaning if they aren't read."

"Well, no, but there are plenty of ponies who read them. Just because they don't come to my library, it doesn't mean they're not out there." She turned to face Memorial. "Although it is true that some ponies don't give memories the respect they should, it doesn't mean all of them do. We've managed to build cities and make great discoveries already. Just imagine what we can discover in the future! You have every memory in the world. You should know better than anyone just how far ponies have come."

Memorial simply stood for a minute. Twilight waited to see what he would do. It was a long time before he spoke.

"Alright, I'll show mercy. I'll give them another chance. But only because you trust them. I don't like you, Twilight, not at all. But you have a stronger mind than most, and I have to respect that."

Twilight wanted to jump into the air, but she stopped herself. "Really?"

"On one condition. You have to try to keep memories valued in the world. Write books, share what you know, spread the most valuable memories. But you can never tell anyone about meeting me. Especially not Celestia."

"Of course. I will. Provided you give me back my real memories." Twilight let go of the memory, slipping back into her own mind.

Memorial chuckled as the world began to fade. "Oh, don't worry. I'll return the memories you had when you met me. But I never said those were your real memories, did I?"

Everything went black.

Twilight groaned and sleepily opened her eyes.

"Oh, she's awake! Thank goodness!"

Twilight looked up. "Fluttershy?" She looked around. She was back in Ponyville, surrounded by her friends. Everypony was back to normal, and she could see them going back to their daily business. She struggled to her hooves.

Applejack walked up. "Why are ya back here? Ah thought ya went to see Celestia."

"Oh, I did."

Applejack raised an eyebrow, but Pinkie saved Twilight from having to explain further. "What was it like? Did you have fun? Did you have to fight a baddie?"

"Yes, darling, what exactly happened to us?" Rarity asked.

"Oh, that's complicated. You don't want to hear about it."

"Oh, really? Just try us!" Rainbow Dash flew into the air and did a loop. "I want to know who's responsible for keeping me grounded."

Twilight nervously looked around. "Look, girls, I- I don't really..." She trailed off, trying to think of an excuse.

Fluttershy spoke up. "Twilight, you don't want to talk about it, do you?"

Twilight gave her a relieved smile. "Thank you, Fluttershy. Yes, I'd prefer not to talk about it. Let's just say it was an experience I'll never forget."

The six friends walked off. None of them saw the tendril of fog flying away from the town, weaving it's way through the air.

Author's Note

I'm still a novice writer, so any feedback is appreciated. Be as harsh as you need, but please don't be unpleasant or rude.