Of any concept that exists, fear arguably is one of the broadest. It comes in a vast array of shapes and sizes, each one bearing significance to its beholder, whether it is massive or minuscule. Our emotions are wired to respond to these certain entities through a connection with the mind, a perception of the danger before us. That is, if there is even any danger at all.
Sometimes, this danger might not register for most ponies, if any.
Sometimes, it’s a matter of a pony overthinking things.
Twilight Sparkle had a neat little list of her fears. It was on a special scroll of parchment, hidden in a drawer on the side of her that nopony knew about.
She had the idea to keep a list of what scared her back in her school days, when she was nothing more than a budding bookworm with a knack for magic. At that time, the list really did reflect that of a young filly, with some fears including monsters in the closet, thunder, and Nightmare Moon. Twilight always remembered to never tell Luna that she had been afraid of her; had she let it slip, she might never had heard the end of it.
But as she grew older, the list continued marching on. Old fears were grown out of, evident by the lines drawn through many numbers near the top of the scroll. New ones replaced them further down the list, things such as failing a test or misplacing the elements of harmony. In due time, Twilight outgrew those as well.
In fact, there wasn’t very much at the moment that scared Twilight enough for her to consider adding to her lifelong list.
…Until today that is.
She sat on her bed with the warm afternoon sun pouring into her room, illuminating everything in sight with a soft glow, including two scrolls which sat with her on the bed. One of them was her list of fears, which was beginning to show some age in the form of a slight champagne colored tint. She had once considered using her magic to keep it pristine, but decided against it. In a way, she enjoyed the age that the scroll had gathered over the years; giving it some extra meaning.
The other scroll was a letter from Princess Celestia.
It was a letter that she wished had she never received.
“Hey Twi… you ready yet?! Come on, I’m starving here!”
Twilight froze momentarily, wondering how long she had zoned out for. Her thoughts were answered in the form of her cuckoo clock ticking away without a care in the world. The hands read five fifty five.
“Um, could you give me just a few seconds Dash? I need to fix my mane,” she replied, stuttering a bit as she collected the items in a magical glow.
Unmistakable hoofsteps grew louder as her marefriend ascended towards her room. Panicking, Twilight opened the drawer with as much gusto as she had, only to overdo it greatly. The drawer came clean out of the night table, landing with an audible thud on the ground, just as she heard the squeak of her bedroom door.
“I swear, for somepony as organized as you, you can take forever-… uh Twilight?” A confused pair of cerise eyes looked upon the dislodged drawer, then flicked to the drawer’s owner. “Why is there a drawer in the middle of your floor?”
Twilight’s mind fumbled for a reasonable explanation, but the harder she tried to speak, the more silent she became.
Rainbow slowly walked into the room, glancing questionably at the drawer again before taking a seat beside Twilight on her bed. “Twi, you’re sweating, are you sick or something?” She put a hoof to her marefriend’s forehead, expecting some kind of fever, but was surprised to feel nothing out of the ordinary. “You seem fine, and you look great. Let’s go. Trust me you’ll love the food at this place!”
“Can we take a rain check this time? I’m not really hungry right now.”
A long exasperated sigh flowed past Rainbow’s lips. “Alright, something’s up. You just said you were starving about half an hour ago.”
“I just don’t feel up to going out right now, that’s all,” Twilight confessed. Her eyes looked back over the rolled up scroll on her bed.
Rainbow rolled her eyes and turned Twilight back around so they were facing one another. “Listen, please?” Twilight simply nodded. “I’m no slouch, I know something is up when I see it. So instead of playing hide and seek with me, why don’t you just tell me what’s wrong?”
Twilight mentally played many scenarios of what might happen if she showed Rainbow her list of fears. Her mind raced as she imagined Dash laughing at her for worrying about something so silly, telling her to just put it in the back of her mind and to not think about it so much. Honestly, that could have worked for any other situation or fear that she might had.
Only this was more complex than that. She wasn’t sure Rainbow could even possibly fathom the gravity of it all.
“Promise me you won’t laugh if I tell you?”
Her question was met with a look of surprise and silent pain. “Hey, I would never do that to you! Insensitive-me is a me of the past.”
“Fair enough,” Twilight responded with a slight chuckle. “But first, I have to show you something before explaining everything.”
Rainbow’s body fell backwards onto the bed as she mock surrendered, receiving a loud groan of annoyance and a pair of violet eyes that threatened to pierce through her very soul. “I’m just joking. Okay, show me what you got.”
Twilight hesitantly handed her the scroll, which had rolled up on its own. There was a shared moment of silence as the familiar crinkle of aged parchment filled the alicorn’s bedroom. Rainbow gently opened up the scroll, noting its faded color and frayed edging, and correctly assumed it was something that deserved care when being handled.
A one word line, bolded, underlined, and quite messy in Twilight’s writing, greeted Rainbow’s eyes.
Fears.
“I started making it when I was just a filly. It’s gone through a lot of changes, as you can tell.”
She gazed upward at Twilight, unsure of how to respond to being shown such a personal part of her life. Rainbow had fears of her own, many of which were known clear as day by Twilight. But there were still a bunch which remained locked inside her head from Twilight.
Rainbow began to read the list, and was instantly taken aback. Such a thing was one of Twilight Sparkle’s specialties, and any mention of a list by the bookworm earned a reflexive roll of the eyes in return.
This list in particular was out of character. She noted how the hoofwriting illustrated Twilight growing up, with her sometimes messy words in the beginning transforming into cascading loops and curves as she read towards the bottom, most likely as she learned to write using magic. By the second to last line, Twilight’s writing was a near perfect script, as perfect as Rainbow had ever seen before. She pondered the idea of asking Twilight to re-write the entire Daring Do series, just so she could read all of it in her hoofwriting.
Then came the final line.
Rainbow picked up the scroll, tilting it a bit just to make sure that it was the same pony who wrote it. Unlike the natural progression she witnessed before, this line was very messy, and if not for the size in which it was written, she might have had trouble reading it.
Memory.
Rainbow looked up and watched for a moment as Twilight stared out of her window. The mare was tracking a small bluebird that landed on her porch, its stubby little legs moving about as it searched for something in particular.
At this very moment, despite their relatively close vicinity, Rainbow felt as if she was miles away from her.
“Twi… I don’t understand. You’re gonna have to help me out here.”
A heavy sigh was the response she received, before Twilight picked up another sheet of parchment with her magic, this one bearing Celestia’ official insignia.
“This whole experience of becoming an alicorn and a princess, even though it’s been quite a while since it happened, has made me think a lot recently. More specifically, it made me wonder if there are other things I gained by becoming one.” Twilight’s gaze remained outside as she spoke. “Last week, right after Coco Pommel gave Rarity the trophy, was the first time I really thought about it.”
“…I’m going to guess it has to do with memories?” Rainbow questioned, not entirely sure where Twilight was going.
“Celestia and Luna have everlasting memory. I never understood how, or why, but they can recall just about any point in their lives, good or bad, if they see fit.”
Twilight stopped, deciding to hop off the bed and stroll over to her desk. It was a flurry of controlled chaos, papers and books littering the surface in a way only she could understand. Also on the desk was a small inkpot, with three quills beside it. One of them began to glow in a purple aura before gracefully lifting into the air, coming to a halt next to Twilight’s ear. She walked back so she was right next to the bed.
“With everlasting memory, I can remember every single instance that I used this quill. I can remember every letter I wrote, every line of every letter, and if I tried hard enough, every single character of every word,” she explained. “I could spell a word wrong, and I would remember it. I could write a word so perfectly where I marvel at it, and I would remember that very moment.”
Rainbow was going to comment, until realizing the tone of voice Twilight was sinking into. It wasn’t completely foreign, as she recognized it from the many instances Twilight went into her trademark long directionless monologues. Only this time, there was a hint of difference. This hint was unsteady and foreign, unknown and scared.
Un-Twilight-like.
“I don’t mind being a princess and all. Sure, everypony bowing to me will take time to get used to, but to work hoof in hoof with Celestia is something I only dreamed of. Besides, now the library gets a lot of traffic thanks to the fame.”
“Twi…” Rainbow attempted to interject, as she had no desire to watch her friend go into hysteric rambling.
“Even the wings are kind of cool! I can fly if I want to, and it makes it much easier to get around. No wonder pegasi like them so much.”
“Twilight Sparkle!”
The alicorn hushed at the sound of her full name being used. Rainbow was sitting straight up, her eyes staring down Twilight’s.
“Look, going insane over this is not gonna help you. I’ll admit, it’s hard for me to understand how significant this is,” Rainbow confessed, “But that doesn’t mean I’m not gonna try.”
Visibly upset, Twilight threw her hooves up to her face, falling back first onto her comforter with a soft matted thud. “I know you want to help Dash, but, it’s hard to explain something that I don’t even know how to explain.” She rubbed her eyes numerous times, attempting to coax the thoughts out of her aching mind.
Rainbow didn’t have a response to give. Like Twilight, she too was spread out on the princess’s bed, only her front hooves were folded behind her head. She stared a hole into the ceiling above her, and wondered what everlasting memory would be like. To remember every event, good or bad, didn’t sound all that terrible to the pegasus.
She turned her attention back to the window, and in doing so was now on her side, facing away from Twilight. The small bluebird continued to hop along the porch, searching for what she assumed to be nest building materials. It poked and prodded, until finally it came across a few stray leaves that were wedged into the railing. Satisfied, the bird let out a chirp before flying away. As it left on its journey, one of the leaves slipped out of its grasp, and descended back to the porch.
Rainbow watched it gently dance in the light afternoon breeze. She noticed that it had a brownish yellow color, a stark contrast to the rest of the late springtime leaves which all shimmered in their light green hues. The dead leaf came to a rest on the porch for a moment, only to be whisked away yet again.
She turned back around to see Twilight in nearly the same position as before, only that her eyes were closed, and a hoof was slowly stroking her own mane.
“Twi… I think I know what’s bothering you.”
Twilight’s eyes opened, glancing at Rainbow with multiple sparks behind them: one being curiosity, the other fear.
“I think you asked Celestia at some point, but I remember you being just like this not too long ago,” Rainbow continued, rubbing her temple as she tried to coax her memories out. “It had something to do with living forever, doesn’t it?” Her voice both lowered and softened, becoming not much more than a soft whisper.
“It’s not just that...”
Rainbow did a double take, looking at Twilight quizzically till she realized that the alicorn wasn’t finished.
“…It’s more than just me being able to live much longer than the average pony. But you’re right on that part anyway.” Twilight slowly got up, tired of lying in the same position. Her wings unfurled as she did, stretching out to their maximum reach as she got rid of the small aches from lack of use. She was followed by Rainbow, who also decided to hop off the mattress.
Together they stared off into the horizon, watching mother nature work in all her majestic glory. Twilight felt a slight sense of irony in the scene, watching a landscape full of new life when her mind was focused on the complete opposite.
“To put it bluntly Dash, I’m worried about death.”
The overwhelming sadness radiating from Twilight was engulfing Rainbow right into her core. It was unlike any feeling she had ever experienced before, and something she never saw from Twilight. She could feel her heart ache as those last four words were uttered, like tiny icy daggers piercing her soul.
Rainbow scooted close to Twilight and gently nuzzled her marefriend, burying her muzzle into the side of her neck. The gestured was welcomed, and she soon found a lone violet foreleg on the back of her own neck. They remained like this for a moment, and in the stillness of it all Rainbow could feel Twilight shivering, which only made her hold on even tighter.
“Of all things… why worry about death?” Rainbow questioned, her voice walking cautiously on the thin ice of the conversation at hoof. “It’s not like I’m going to drop dead all of a sudden or something.”
It was as if somepony threw a large boulder onto the ice, expecting it to hold. Twilight went wide-eyed as she left Rainbow’s embrace, glaring daggers at her as if she was insulted personally. “Don’t you dare talk like that. You don’t know what can happen in the future Rainbow.”
She simply huffed in response, getting peeved at Twilight’s mood swings. “Alright maybe I don’t! That doesn’t mean I’m going to waste time questioning it.” Her train of thought got lost in the silence, which she welcomed as she retracted. “Twi just talk to me, I hate seeing you like this. You’re like a fish lost in its own fishbowl.”
Twilight walked away from Rainbow as she finished speaking, searching for the journal she had recently written in. She found the object in question sitting pretty on top of a stack of books on her desk. “I started this for a reason,” she started, holding the book up in her aura. “It wasn’t just so that we could learn from one another, or for ponies to find in the future. It was so I could look back on it and focus on the good times rather than the bad.”
“Hang on… How long have you known about this whole memory thing?”
“I figured since Luna, Celestia, and Cadence have it so did I. Granted, I wasn’t a hundred percent sure, which is why I finally decided to send out a letter asking Celestia about it. I tried to ignore it, but it was driving me insane,” she empathized, eyes glancing over at the letter on her bed. “And I could already notice the signs just a couple days after the coronation, like remembering every single thing I ate, down to the way it looked.”
Rainbow Dash stayed quiet and continued to listen to Twilight speak, sensing her marefriend wasn’t finished with her explanation.
“With what I got back from Celestia, it eliminated any doubts I had. What I wished wasn’t true, apparently is, and there is nothing I can do about it,” she said, clear disappointment in her voice as she admitted defeat.
“Twi…”
“And that’s not even the worst of it. What really is scaring me and making me worry so much, is that I’ll have to watch and endure all of you passing away.” A choked sob found its way through her lips. “And then what? Not only will I be all alone, but I’ll remember every single time we all spent together, whether good or bad.”
Her magic dissipated with a light hiss, the journal falling onto the floor with an audible thud. Twilight walked over to her bed and picked up the letter that Celestia had sent her only hours ago.
“This is all thanks to the stupid alicorn thing.” She held the letter in her hoof, the words jumping off the parchment as if to mock her inability to prevent the inevitable. “One of the beauties of the mind is the ability to forget. I guess I can’t do that now can I?” Twilight composure wobbled, before finally falling off the deep end. Glaring at the letter through her now tear stained eyes, she began to violently tear the letter to pieces. The only sounds filling the room were her sobs and the noise of the letter being destroyed. “I didn’t ask for this!”
She closed her eyes to cry some more, and waited to feel the floor beneath her. But instead of meeting the floor of her room, she was greeted by soft cyan fur, which she hugged tightly. “I don’t want to be trapped in my own thoughts,” she said, her voice muffled.
All of this came as a shock to Rainbow, who was at a loss for words. The pegasus hated seeing her friends in such a state of disarray, especially her marefriend, yet she never knew what to say to help.
Instead, she simply held Twilight close as if she could be swept away from her at any moment. Her hoof slowly cascaded down the alicorn’s mane, violet strand after violet strand parting from one another.
“Shh…” she whispered to a level of near silence. Rainbow could feel Twilight’s heartbeat begin to calm down, till it reached a more tranquil level. “Hey, come on now.” She tugged gently on her mane, causing Twilight’s face to gaze upwards at her own.
A surprised gasp nearly left her mouth as she noticed just how tired Twilight looked. Her eyes were bloodshot, and there were bags under them that she didn’t see before. “How long have you been stuck on this?”
“Since the day of the coronation,” Twilight confessed between soft sniffles.
Rainbow looked around the room for a calendar and spotted one atop the wall next to Twilight’s desk. “It’s been nearly three months Twi, you’re letting this eat you alive. It’s killing me to see you like this, you know that.”
A face full of shame, Twilight simply stared at the ground, that is, until Rainbow held her head back up. “Look, I’m not blaming you for anything. You didn’t ask for this whole everlasting memory thing, it just decided to fall from the sky and smack you in the face.”
“More like uppercut me in the chin you mean.”
“First thing, no more being negative,” Rainbow said, poking Twilight in-between her ribs. “Besides, the more negative you are, the more unpredictable you become in general. You’re going to give me a headache if you do stuff like this, and you know what happens when I try and fly when my head hurts.” She experienced a small mental victory as Twilight’s lips curved into a small smile.
“Thanks for the help Dash, but I think I can handle this on my…” A hoof was put against her lips followed by a serious stare from a pair of cerise eyes.
“Two, no doing this one alone. I understand you’ll have some personal beeswax or whatever, but if we’re really a couple, we should trust one another with this sort of thing.”
Twilight cocked her head to one side. “Rainbow, I didn’t say I don’t trust you…”
“Well, then why did I have to walk in on you to find this out?” Twilight said nothing, well aware that Rainbow had made a strong argument. “You can tell me anything, even if it’s the craziest, weirdest, or just plan most ‘out there’ thing. I’m never going to judge you, and don’t tell me you didn’t know that.”
With no response, Twilight just stood there and listened, absorbing everything Rainbow had to say. She watched as her marefriend walked back over to the bed, stepping on various haphazard pieces of a now destroyed letter. With the list of fears in her sight, Rainbow picked up the quill that was resting on the nightstand next to the bed. She drew a long bold line through where it said memory, leaving the list devoid of any current fears.
“Three, stop being scared,” she said bluntly. “It isn’t going to get you anywhere. Nopony can be scared forever. Besides, how I look at it, everlasting memory isn’t that bad.”
Dash could almost hear the proverbial pin drop to the floor. Twilight looked at her with a dumbfounded expression plastered on her face, comprehending what she had just said. “What do you mean it isn’t that bad!? Did you not just listen to what I explained to you!?” She tried to avoid breaking down yet again, and closed her eyes as she started doing some deep breathing in an effort to calm down.
When she opened them, she was greeted by a completely flat face from Rainbow. “Three point five, stop overreacting. You’re starting to remind me of Rarity.”
“Sorry…” Twilight blushed in embarrassment at the comparison. “I just don’t see the good in this.”
“Well that’s because there really isn’t much of it,” Rainbow as she shrugged. “But here’s what I think.”
She motioned for Twilight to sit back up on the bed, to which the alicorn complied. Rainbow cleared her throat, her nervousness evident in her mannerisms.
“As much as you want it not to be true, I’m going to die before you.” She felt her body grow close as she said the second part of the sentence. “So will Rarity, AJ, Flutters, and Pinkie. We don’t have the really long lifespan that you and the princesses have. And when the time comes, it’s going to be hard, and it’s probably going to be the most stressful period of your life. The stress I got from my audition in the Best Young Flier’s Competition is nothing compared to this.” She paused to let the hard details sink into Twilight’s head.
“This doesn’t mean you have to sit around and worry about it. We all know that one day, death is going to come knocking, and when it does, there is nothing we can do to stop it. There’s no stopping time, no going back, no time machines. When it happens, it just happens.”
Rainbow quickly flew over to the desk in the corner, grabbing the journal that had fallen to the floor earlier. She hopped up on the bed next to Twilight, and opened it to the first page, the book nestled comfortably between their laps. Gradually, she rifled through the handful of entries, from Rarity’s elegant brush script, to Pinkie’s scribbles complete with some crude yet humorous sketching.
“I don’t choose to dwell on what might happen in the future. And sure, there will be moments that I wish I could forget, but probably never will. Remember the whole Mare Do Well thing?” Twilight nodded. “I still think about it sometimes, along with a handful of moments I consider low points, when I wasn’t really awesome at all. But this doesn’t happen much. Instead, I usually just find myself daydreaming about memories that are awesome. Those are the ones you should focus on.”
“It’s not that easy though, since you don’t have to worry about everlasting memory,” Twilight responded. “When I think about one of those bad times, I’m going to remember every single part of it.” Her face fell as she finished.
Rainbow cupped Twilight’s chin lightly, bringing her face back up. “Hey, I never said it was easy, because it isn’t. But with time, you’ll probably grow into it. Celestia, Luna, and Cadence are okay with it from what I can see, especially Cadence, who isn’t much older than you right?”
Twilight pondered the question for a moment. “You do have a point.”
“See, it isn’t so bad now is it? All you have to do is focus on living life as it happens, because sometimes you can’t control fate…”
Rainbow pulled Twilight’s face towards her own, surprising the alicorn enough to where she jumped at the sudden contact. She pressed her lips into Twilight’s, wrapping her forelegs around her marefriend as she felt white hot electricity course up her spine and through her wings.
Twilight’s wings shot out like arrows at the unexpected, yet not unwelcomed gesture of affection. Within a few seconds, the kiss turned her into a pool of putty. She melted into it, her body becoming just as charged as Rainbow’s, feeling every nerve within her tingling with pure delight.
“But on some occasions,” Rainbow said as she pulled away, breathing labored, “you just have to make your own fate. Memories are created by what you choose to remember. Just focus on the good and not the bad.”
Twilight responded with a warm sincere smile, her own heavy breathing matching Rainbow’s note for note. “I’ll try my best.” She paused for a moment, before throwing her forelegs around the pegasus, nuzzling her face into the side of her neck. “You don’t know how much I love you right now,” she whispered.
“If you love me as much as you say… can we please go get something to eat?” Both mares were startled as a loud gurgling noise echoed across the room. They stared at one another for a moment before Twilight broke out into giggles.
Rainbow glared and rolled her eyes. “Also, we’re kinda late for this reservation now.” She pointed her hoof at the cuckoo clock on the wall, which Twilight’s eyes followed.
“Right… sorry about that.” She pondered for a second, glancing at the clock while doing some simple math in her head. “Tell you what, I’ll cook you your favorite meal tonight.”
The sudden look of joy on Rainbow’s face told it all. “You mean it!?
“Yes I do! Now then, Chef Twilight requires your assistance, Apprentice Rainbow Dash. If you would, meet me in the kitchen in t-minus five minutes!” she bellowed in a loud authoritative voice.
Rainbow saluted Twilight, going along with the strange military and cooking combination. “Oh and you still owe me one, because that was my favorite restaurant. You better not forget” she teased.
Twilight stuck her tongue out at Rainbow as she flew down the stairs. Before following her, she had one more piece of business to take care of.
Heading back to her bed, Twilight’s list of fears was engulfed in her aura, before a tiny spark of magic lit right in the center. Slowly the spark grew brighter, until it turned into a small flame which quickly spread along the rest of the parchment, easily turning it into a tiny pile of ash. Twilight levitated the now defunct list right into the wastebasket.
“Don’t worry Rainbow… I’ll remember.”
Author's Note
Don't know where this idea came from to be honest, but I did like how this came out. If you couldn't tell by now, I really like these one on one conversations between Rainbow and Twilight. They might be some of my favorite things to write.
Also, hats off to a buddy of mine, Vertorm. He stayed up into the night editing this for me (mostly on my own error of waiting till the last minute again.) So he deserves a ton of thanks. Also, the editing should come on how my writing reads, since I never had a person who specializes in editing look over a story of mine.
Hopefully you enjoyed, and like always, a cookie for those who comment and like 
DJRD
