Looking Back

by baconcake

Rating: everyone
Tags: Sad, Main 6, My Little Pony: Friendship is Magic, Spike
Length: 7261

Spike,almost 1,000 years old,makes the painful attempt to remember all of those he lost in Ponyville

Spike is almost 1,000 years old and has had to live his life seeing everyone he loves die before him. Now, grown up and living alone in a cave, he attempts to remember these painful memories that he has tried to avoid for so long.

My first fanfic, any constructive criticism is greatly appreciated

Stay cool,
Baconcake

Published 2012-05-24 08:14:02 UTC
Last updated 2012-06-06 21:09:48 UTC

Chapter 1

Spike awoke from his long nap in a daze. The damp, musty smell of his cave surrounded him, its cold floor serving as a harsh, unforgiving mattress. It wasn’t much, but it was home. Spike began to try and remember what his appointments were for the day, but his mind soon took on a different subject. He had had a dream. Not a long one, but lengthy enough for Spike to recall that he had had one. But what was it? Had he found a gem deposit or a new cave or-

Purple.

What? Purple? Why purple? Why did purple seem to stick out in Spike’s mind more than anything? Was there something wrong with his purple scales? Nope. Stiff and shiny as ever. Had someone taken his amethyst? No, not that either. It still sat there in that special, designated corner of his cave in all its shiny, delectable glory. So what was it? Oh well, why should it matter? Spike dreamt about turning into a cow once, and thank Celestia that hadn’t come to pass. Still, even as the dragon lifted his huge, near one-thousand year old body from the cave floor and stretched his hulking wings, He couldn’t shake it. It sat there like a splinter in the back of his mind, begging to be pulled so he could experience relief.

This is crazy, Spike thought. It’s just a dream, nothing more. Don’t worry about it. And so, Spike did what he always did to take his mind off of unpleasant things. He backed up (although the small cave didn’t allow much room for it), prepared his wings, fixated his eyes on the cave opening, jumped out, and began to fly. And what a wonderful flight it was.

Spike may not have been the fastest flyer of all the dragons, but he certainly enjoyed it the most. His wings grew in when he was about 200, and he hadn’t stopped flying since. He flew and flew, higher and higher above Equestria, soaring above the mountains that he called home. This is perfect, he mused. No wonder Rainbow Dash always-

Rainbow Dash.

Spike suddenly stopped and began to flap his wings in place. Damn it! That’s the past. I’m not going to deal with it anymore. End of story. But it was too late now. Now that he remembered Rainbow Dash, the image of that multicolored bullet zipping about the sky couldn’t be erased, no matter how much flying he did. Spike shook his head and began to jet towards one of the mountainsides, until…
CRACK! Spike’s head slammed against the cold, hard rock with a deafening impact. No, the rainbow pegasus still flew around in is mind’s eye. Spike was prepared to make a second painful collision when something echoed in his head.

You can’t heal pain with more pain, Spike.

Now that this second pony had entered his mind, it was no use trying to forget anything. He heard her motherly voice, smooth and silky as the lavender that colored her fur. He could envision her standing in front of him, with that caring, worried look on her face. That face that Spike had seen so many times. Those wise eyes, that seemed to hold the knowledge of Princess Celestia herself. That’s it. The image was burned in his brain.

But why? Why? What had Spike done to deserve this? All that he wanted was a chance to forget about those happy days in Ponyville, the city he dare not visit again. He just wanted to forget, was that really too much to ask? It seemed like a simple enough request, but obviously Spike’s damned mind wouldn’t cooperate.

In rage at himself and his memories, he flew back home as fast as he could, hot tears of frustration in his eyes.

*** *** ***

“Why are you doing this Spike?”
“Why?!? Shouldn’t that be obvious? I can’t take it anymore! I’m sick of sitting around watching everybody die while I live on.”
“Spike, listen to me I-“
“Oh, what would you know about it, Twilight?”
“Spike, please-“
“RARITY IS DEAD, TWILIGHT! She’s gone and I’ve got no reason to stay here if she’s not coming back. I’m never coming back to Ponyville again. Goodbye, Twilight.”
“Spike, trying to just forget about these things won’t work. Believe me, I’ve tried.”
“Yeah, well I can try harder.”
“You can’t heal pain with more pain, Spike!”

They both stood there for a while, the rain bouncing off Spike’s scales and running down the wrinkled skin and graying-purple hair of the once beautiful mare. Spike was taller than her now and was able to look down into her pleading, hopeless eyes. It was then that Spike realized what he was doing. After Big Macintosh died, Twilight lost her will to live as well. Spike was the only part of her life that made it worth living anymore. He was the only friend that she had left, now that Rarity was gone. Spike realized that he was breaking her heart. He had to stay.

Spike made his way across the drenched grass that bordered the Everfree Forest. He could tell that he had put a lot of strain on Twilight in her old age, making her follow him all the way out here, and felt ashamed for it. He walked until he was directly in front of her, and embraced her. They stood like that for a few minutes, weeping so much that it hurt. After about five minutes of this, Spike finally looked down at Twilight and said the three words that, above all else, she deserved to hear.
“I’m so sorry.”
She looked up at him with that knowing smile, and replied in a tear-clogged voice.
“It’s okay Spike. You’ll always be my special assistant.”
And at that, arm-in-arm, they walked back to Twilight’s.

*** *** ***

Spike jolted upright, sweating. He had been dreaming. Remembering. No. No, this can’t be happening. He couldn’t remember. He didn’t want to. But deep inside, he knew he had to, or else the next few thousand years would be even more unbearable than the few hours that he had recently endured. Spike felt the tears begin to well up in his eyes again in dread of what he had to remember. He let his head fall in his hands and began sobbing even harder than he did on that rainy night in Ponyville, because he knew, no matter how painful it may be, he had to look back.

Chapter 2

Spike's sobbing fit lasted for a few minutes until he was finally able to pull himself together. He lifted his head from his hands to realize that his throat now ached, and his eyes were left with that annoying, post-crying stinging sensation. Spike heaved a heavy sigh and, after wiping his tears, fell back onto the hard cave floor. Remembering, he thought, why is it so hard? Granny Smith was able to look through her old photo albums without shedding a tear. In fact, she even laughed quite a bit.

Spike sighed again and rolled over on his stomach. He let his head rest on his hands and closed his eyes, the position he always chose when in deep thought. Spike loathed what he was about to do. And his loathing soon became dreading. And his dreading soon became despising. Spike didn't want to have to remember, but putting it off would only make the dread build up inside of him, causing more pain. So, with much difficulty, Spike began to think back.

He began with the pony who popped up first in his mind, Pinkie Pie. What was it about Pinkie Pie that made her the pink, swirling ball of energy that she was? Of course, sugar was the obvious answer, but sugar doesn't give someone unbelievable party throwing prowess. Sugar didn't create the funniest mare that Spike had ever known. Sugar didn't give one the unstoppable drive to make sure that everyone around her was as upbeat and happy as she was. Sugar didn't make her heart beat for everyone else in the world but her. But it could have. Just once. If it had beat for her on Spike's 75th birthday, everything would have been alright.

**** **** ****

"OHHHHHHHHHHHHHHHHHH..." she took a breath. "OHHHHHHHHHHHHHHHHH for he's a jolly good dragon, for he's a jolly good dragon, for he's a jolly good dragon, which is why i baked him lots of yummy cupcakes!"

After Pinkie Pie half sung, half screamed her non-rhyming ode to Spike, she removed the flowery, pink tarp from the table. Spike saw why the tarp was there in the now messier, but even pinker Pinkie Pie owned Sugarcube Corner. On the table was the the most delicious sight that Spike had ever seen. Pinkie Pie's Extra Special Super Duper Just for Spike Gemstone Cupcakes. Emerald flavored, sapphire flavored, ruby flavored, amethyst flavored... Spike's mouth watered at the mere thought of sinking his teeth into these delectable pastries.

"Well?" Pinkie Pie now stood before him with that trademark smile plastered on her face, jerking him out of his admiration.

"Pinkie," Spike breathed, "this is... amazing. You've outdone yourself.

Pinkie smiled triumphantly. She had succesfully made yet another citizen of Ponyville happy. Spike would never understand Pinkie. She was the most enigmatic pony Spike had ever met. He could never comprehend why she did the things that she did. But then again, could anybody?

Spike observed the now aged Pinkie Pie. Besides the burden of age rasping her voice and graying her fur, it had had no effect on her. In fact, Spike was sure that she had actually gotten more Pinkie-like with age. While other ponies slowed down, she sped up. While other ponies dragged their hooves, she seemed to bounce higher. The only explanation that Spike could ever think of was that she was some kind of a superhero, but whenever he'd ask her about this, she would just giggle and say, "They would call me Super Pinkie, Defender of Cupcakes!" and would pretend to fly off into the distance, satisfied with the title that her childlike imagination had cooked up.

As Spike stated earlier, it truly was amazing. Not just the cupcakes, not just the party, but Spike's current life. He had his beautiful wife, Rarity, by his side, his new job acting as a diplomat between dragons and ponies was enjoyable and well paying, and all of his friends were happy and always there for him. Everything, though not perfect, left nothing for Spike to complain about. He was, in a word, happy.

"Alright everypony, let's PARTY!" At that, Pinkie Pie strode over to a large sound system and pressed a button, and the room was filled with booming party music. The whole town seemed to be there, getting their groove on. All for Spike. It was truly a good day.

About an hour into the party, Spike remembered that he should probably thank Pinkie Pie for really pulling out all the stops this year. He found his way through the busy crowd looking for her until something caught his eye. In the corner of the room, Spike saw what looked like a grayish-pinkish mass. Oh no. This was bad. This was very bad. Spike walked toward the laying-down Pinkie Pie and rolled her over so he could see her face.

She just lay there, shuddering, looking up at Spike but missing the usual light that seemed to shine from her eyes. Oh Celestia, this was bad.
Figuring Twilight might know what to do, Spike called her over. She suddenly became very serious and cleared everyone from the party but Spike, Fluttershy, Applejack, Rainbow Dash and Rarity. Immediatly, Twilight ran for a doctor.

In about 10 minutes, Twilight returned with a doctor at her side. Rarity had used her magic to put Pinkie Pie in her bed, where she lay with a pulse, but unconsious. At once, the doctor strode into Pinkie's bedroom, telling the rest to wait outside.

After the longest 15 minutes of Spike's life, the doctor walked slowly out of the room to deliver the worst news that Spike, up to that point in his life, had ever recieved.

"About six months ago," he began, "I diagnosed Pinkie Pie with lung cancer. I told her that she had approximately five to seven months to live. She seemed sad, but even more worried about how she would tell her friends. She said that she didn't want to worry you. I'm terribly sorry, but within the hour, your friend will have passed away. She's awake, so I reccomend you say your final goodbyes." And he left.

Spike just stood there, feeling like he had been kicked in the stomach. Pinkie Pie was dying? That couldn't happen. Who would always be there to cheer him up when he was down? Who would delight him with the most delicious food he had ever eaten? Who would be there to give him the best hugs ever? She would be leaving. She would be gone forever.

And then, out of nowhere, the cool, composed Twilight Sparkle spoke.

"So... i guess we should all say goodbye."

The six friends all walked in to see the soon to be missing piece from their puzzle lay in her bed with a weak smile on her face. Rainbow Dash flew directly above Pinkie and began to scream, "Why didn't you tell us, you idiot?!?" hot tears springing from her eyes.

Pinkie Pie gave a little chuckle, not at all surprised by Rainbow Dash's brash behavior. "Because, Dashie, you guys have enough to worry about. You don't need me on your plate as well."

Rainbow Dash sunk to the side of the bed and began to sob heavily into the sheets. Spike and the rest of the ponies all cried silently to themselves for a few minutes until Pinkie, through obvious pain, spoke up. "Where are the rest of the guests, Twi?"

"I sent them all home, Pinkie," she replied, taking a break from her weeping.

"Awww, you party pooper." Pinkie said in disapointment. "There's probably still cake in there..."

Then something happened that nobody expected. The usually calm, calculating Twilight Sparkle ran up to Pinkie and wrapped her forelegs around her. "Please, Pinkie!" she yelled through her tears. "Please stay here. We need you. I need you!"

For a moment, Pinkie Pie was silent as she thought up a response. Suddenly, she said, "Oh Twilight, i can't do that. Leave the jokes to me, you silly goose." And Twilight's loud crying began again.

After about a minute of nothing but crying, Pinkie spoke again.

"Ever since i was a filly, I wanted to make others smile. That was all that I really wanted in life, and I seemed to be good at it. I didn't know why I enjoyed it so much, but i did, and I didn't question it. But this morning when i was baking Spike's cupcakes, I figured today might be my last. So what was the point of my life? Did I make ponies smile? And why? And then I realized, happiness is contagious. No matter how down I was, if I made you guys smile, I would smile too! It was a game where I had to see how happy I could make myself." She smiled up at the ceiling. "Looks like I won."

The six standing friends let the impact of what Pinkie said hit them. She had never said anything so meaningful. Then being Pinkie, she interrupted their peaceful thoughts.

"Hey guys, what do you get when you cross a bunny with an ursa major?"

Applejack smiled through her tears and answered, "I don't know, Pinkie, what do ya get?"

Pinkie grinned and delivered the punchline. "You should never cross an ursa major." Pinkie giggled at her own joke. After a few seconds of laughing, she closed her eyes, that peaceful smile frozen on her face forever.

****** ****** ******

Spike sat staring at the cave wall, tears in his eyes. That was more painful than he had anticipated. But all of a sudden, he started to snicker, and that snicker turned into a giggle, and that giggle turned into a roaring laugh that must have lasted a full minute. After he was able to calm himself, he wiped the tears of joy and sadness from his eyes and whispered to himself, "Never cross an ursa major... I get it."

Chapter 3

One down, Spike thought, five to go.
Spike was still unhappy with his task of remembering, but felt a little more confident in himself. He thought (or perhaps just hoped) that he would be able to be at peace with himself for the first time since he left Ponyville all those years ago. Peace... what a funny thought. Hadn't Spike's years of seclusion in the mountains been peace? Wasn't he happy then? No, that wasn't peace. That was denial.

It was denial of Spike's self. He had never believed that he had held the ability to face the past like this, therefore he had never tried. But now, aged almost a millenium, Spike had decided that his inner strength had given him the power to overcome these devils of the past simply because he wanted it too. He was strong, and wasn't going to be dictated by his demons anymore.

So who was next? Who did Spike have to shed painful tears over now? That pony that seemed to be the drill sergeant in Spike's mind, yelling at him to toughen up and get through this god forsaken remembering. The epitome of loyalty and bravery. The fastest damn flyer Spike had ever met. Next on the list was Rainbow Dash.

Spike had always admired Rainbow Dash. It was almost like she was some sort of an action hero. When he and Twilight had first moved to Ponyville and they saw that multicolored pegasus zipping through the sky, Spike saw himself as an adult. Strong. Brave. Able to blow anyone away in a race. Rainbow Dash, when first seen, was the perfect pony.

Yet, as he had gotten to know her over the years, Spike had noticed something vulnerable about Rainbow Dash. A chink in her armor. The hero thing wasn't a total act, but it definitely wasn't the whole truth either. As she flew from cloud to cloud, tree to tree, it was almost like all that flying wasn't to show off but to get away from something. Something that the brave, perfect Rainbow Dash wasn't able to stare in the face until she was an old mare, three years after Pinkie Pie's funeral, when she invited Spike to help her sort through some old photos and useless items. Maybe if Spike hadn't gone to assist her, he would have been able to skip remembering Rainbow Dash. But he did go, and was told things that his weak mind couldn't forget. And now, there was no use trying to.
******** ********* *********

"Oh, careful! Don't break that!"

Spike rolled his eyes as he walked across the room carrying the tall, golden trophy. It was quite beautiful, he had to admit, with the rearing pegasus perched on top, but Spike was in no danger of dropping it. Rainbow Dash. Fastest Flyer Competition. First Place., it read. He set it down amongst the others.

"There," Spike said in exasperation, "Your precious trophy is unharmed."

Rainbow Dash tried to stay serious, but she couldn't help but snicker at Spike's sarcasm. Spike examined the elderly pegasus. Her cyan fur had turned an even paler blue, and her face had now wrinkled, but one thing hadn't changed about Rainbow Dash. That mane. That beautiful, rainbow mane that stood out impressively from her aged body. It never seemed to gray, and at this rate, probably never would.

"Spike?" she said. "You gonna get moving or what?

"Fine, fine, slavedriver, I'm working."

They were clearing out Rainbow Dash's closet, looking for things worth keeping and worth throwing away. Closet. More like another room entirely! Rainbow Dash had amassed a huge amount of awards in her life, and wasn't going to forget about them.

It all started ten years after the Discord incident. Rainbow Dash, after winning yet another flying competition, had finally been asked to join the Wonderbolts. She had moved to Canterlot to join them which was very hard for everyone, but she came to visit so often, it was like she hadn't even left.

After a while in the Wonderbolts, Rainbow Dash finally ascended to the rank of captain and became the most renowned flyer in all of Equestria. She was a celebrity in every sense of the word, and loved every second of it. Her life was what she had dreamed of since she had been a filly. She was winning races everywhere, until finally Cloud Magazine called her the greatest flyer of all time, with teammates Soarin and Spitfire coming in second in third.

When Rainbow Dash reached her fifties, she decided to retire. She bought a modest home in Ponyville and had live there ever since. However, her fame didn't stop. Everyday, young pegasi were asking Rainbow Dash for autographs, flying lessons, or both, and she was happy to give them. And now, as Spike stood with her, he saw that same naive smile on her face that he had seen sixty years ago.

As Spike moved towards the back of Rainbow Dash's "closet", he saw a glimpse of something blue. He moved towards it and pushed a few trophies out of the way. Upon closer inspection, Spike found the flash of blue to be Rainbow Dash's old Wonderbolts uniform. Of course, being a bit conceited in her day, she had made sure that it stood out from the other uniforms by getting Rarity to emblazon a large "RD" on the side and give a rainbow color to the fringes. The uniform was, of course, very old, but you would have guessed that it was brand new given how much Rainbow Dash had cleaned it.

Spike heard a raspy chuckle from behind him.
"My, my, i still remember the first day I wore this. I could have sworn that just wearing it made me faster. I felt like a god at my first professional race."

Rainbow Dash spoke with the nostalgic air of an old woman remembering her children or husband. She had, of course, never been married or had children, but flying was in many ways her lover and child. It was her reason for living, and without it life was meaningless. she spent nearly every second tending to it, and made sure that she was always the best.

Rainbow Dash spoke again. "There is nothing like flying, Spike. When your wings grow in, you'll know what I mean. No pain reliever, no drug, no alcohol can ever measure up to the therapy of looking down upon a city of ants while feeling the wind hit your face and wings. It's like-" Her voice broke.

Spike looked over at the pegasus to see her biting her lip and tears forming in her eyes. She continued. "It's like the rest of the world doesn't exist anymore." At this, she put her foreleg over her face and began to heave shoulder-shaking sobs into it. "I'm sorry... I just... I wish that... that I could..." Spike knew what she was going to say next.

She wanted to fly again. Well, it wasn't as if she couldn't fly anymore. She could flit slowly from place to place for a minute or so at a time. But that wasn't what Rainbow Dash lived for. She lived for the speed and exhilaration of high flight, performing Sonic Rainbooms and traveling at earthshaking velocities. And taking it away was one of fate's cruel misdoings.

"Shhh... it's okay." Spike cooed and put a hand on her back. Being married to Rarity meant that he had to know how to deal with a few breakdowns now and then. He led Rainbow Dash to the couch and sat down with her. "I'll get you something to drink, okay?"

She nodded, and Spike got up to make some tea. Spike wasn't uncomfortable in this situation. Living in a town full of neurotic ponies, he had seen sobbing fits like this. Yet still, as Spike added extra sugar to Rainbow Dash's tea (as he knew she liked it), he couldn't help but feel that this one was different. This one was more desperate and hopeless than the rest. She was in pain, and didn't try to be a hero and hide it anymore.

"Here you go," Spike said as he handed the tea cup to Rainbow Dash. He sat down in the chair opposite her, drinking his tea, and observed Rainbow Dash as she stared out the window. After what seemed like forever, she finally spoke.

"What do you think happens when we die, Spike?" This both surprised and disturbed Spike, because number one, he had never really thought about what came after death, and number two, he didn't want Rainbow Dash to be thinking like this.

"Well, I suppose if you've been good, you go to a good place, and if you've been bad, you go to a not-so-good place. Why do you ask?"

"Do you think that I've been good?"

"What?"

"Do you think that I've been good? You know, so I could go to the good place?"

"Of course, Rainbow Dash."

They both sat there for a while longer, the intensity of her questions stinging Spike's brain. It was hard not to let them. They scared Spike. It wasn't healthy for her to think like this.

"Spitfire used to have a saying," Rainbow Dash spoke suddenly, startling Spike. "She said 'Never listen to your body. It'll bog you down and trip you up. Never listen to your brain, either. It'll make you think you can't do anything that you want to. Instead, listen to your heart, because if the brain and body are as happy as can be, but your heart is empty, there's no meaning to each day."

Spike sat there, stunned. Rainbow Dash had never said anything like that before. Yet she just sat there, silent, as if she had just told him that two plus two eauals four. There was something more to Rainbow Dash, something that Spike had never seen before, and would probably never be able to see again. She wasn't the brash musclehead that everyone thought she was. She was more, and no one would ever be able to understand it.

"It's getting dark," she said suddenly. "I shouldn't have kept you this long. You need to get home and give Rarity her meds. Thank you for the help, Spike. I really do appreciate it."

"Oh, uh, yeah," he responded, taken aback. "No problem. See you tomorrow."

"Yeah..." she responded, smiling dreamily out the window, "Tomorrow." And Spike, still amazed, walked to the front door and left.

By the time Spike got home, it was already dark, and his angel was already asleep. He had to, unfortunately, wake her up and give her her medicine. After a quick burst of fear at forgetting her surroundings and not recognizing Spike, Rarity soon took her meds and went to sleep. Spike joined her.

The next morning, Spike awoke earlier than usual, and decided to go for a walk. After a few minutes of trodding, he saw something that both terrified and surprised him. A beautiful, multicolored lightning bolt zipped by above him. It was a sight that he had seen countless times, but not in many years. Rainbow Dash was flying. "Oh, no..." he breathed, and sprinted in the direction she was going. The Everfree Forest.

Spike searched frantically about the forest, looking for a sign of Rainbow Dash. He looked from tree to tree, from bush to bush, but couldn't find the pegasus pony. Then, after the most horrifiying half-hour of his life, Spike found a small cyan hump lying on the ground.

"Rainbow Dash!" he yelled through his tears. He ran over to her and gingerly turned her over. It was bad. Holding her limp body in his hands, Spike saw that the wind and the ground had closed her wings, torn her papery skin and broken her brittle bones. She wasn't going to survive. No old mare, not even Rainbow Dash, could take a beating like this and live.

Spike looked down at her face and was surprised to see her weakly smiling at him through the streaks of blood. "I was going... pretty fast... huh?"

Spike couldn't cry now. Not yet. So he fought against every instinct he had so he could smile down at her and say, "Yeah, Dashie, you really were."

Spike held her like that for a while, letting her die in comfort, away from the cold, hard ground that had put her in this state. He began to focus on her mane. That beautiful, rainbow colored mane. That mane that was flecked with blood now, and didn't deserve to be. Spike realized that this was an injustice to nature, and began to clean it, all the while feeling Rainbow Dash's breath getting more and more shallow, until finally, she spoke.

"Hey Spike?"

"Yeah?"

"See you in the good place."

And, closing her eyes, Rainbow Dash let out a long breath and opened her wings for the last time.

******************* **************** *******************

Spike understood now. It had taken him hundreds of years, but he finally understood. He and Rainbow Dash were just alike. Flying was her escape. She was good at it, and used it to forget what was going on below. Just like Spike was good at forgetting. Whenever something was wrong, she flew up to the clouds where no one could follow her so she didn't have to think about her problems. That was the chink in her armor.

However, when Pinkie Pie died, she couldn't cope. She had to stay down here and deal with everything. She figured that each day that she lived grounded was meaningless, and wanted to end her life flying, forgetting. She ended her life in the air, heaven for her. And Spike remembered when he saw the beaten pegasus that lay on the ground that morning, he felt sorry for her. Now, he realized that, at that moment, she was the happiest pony in the world.

If only she had known what she had helped create. This hideous beast, centuries in the future, drowning in a pool of his own tears. Then maybe she would have waited.

But then again, Rainbow Dash wasn't exactly the waiting type.

Chapter 4

Spike was done. There was nothing else to it. These memories were painful enough the first time, and reliving them was just too much. Spike didn't even care about the future anymore. However painful it might be, it couldn't be any worse than it was now, and Spike wasn't going to advance this pain.

And so, to clear his mind of something that would never enter it again, Spike unsheathed his giant wings, jumped out of the cave, and flew harder than he had ever flown before. He slammed his wings down against the thin air, propelling himself higher and higher, faster and faster. He flew furiously, dominating the sky with his strong body, flying over the forest.

"I didn't ask for this!" he roared into the wind. "I DIDN'T ASK FOR ANY OF THIS!" Spike stuck his angry face forward, creating the perfect aerodynamic shape for maximum speed. Hot tears of frustration formed in his eyes and zipped behind him in the wind. However, the ones that stayed blurred his vision, and began to affect his flying, so he stopped to levitate for a moment, wiping them from his eyes.

"Damn it!" he shouted, angrier than he had ever been. This wasn't fair. Spike hadn't done anything wrong in his life. He'd tried to be kind, harmless, friendly... it's not like he had done anything to deserve the turmoil that be was currently going through. Yet here he was, alone and angry, high enough to touch the heavens yet still deep in hell.

Spike surveyed the ground. He was still above the forest, the endless trees that seemed to follow him for miles. All that Spike noticed was a boring loop of trees and brush until he looked directly below himself. Oh God... he thought as the shock of what he saw caused him to suddenly lose control of his wings, which caused his body began to plummet towards the ground like an anchor.

Down Spike continued to fall, his heart beginning to sink until, with a sickening bang, he hit the ground. It definitely wasn't a painless landing, but it was nothing that he hadn't endured while teaching himself to fly. After a few seconds, Spike pushed his body from the ground and looked around at what had caused his descent.

He was in a clearing, sitting in a large patch of blue and gold flowers. They were intoxicating as they were beautiful, but it wasn't their smell nor their appearance that Spike was concerned with. They were yet another signal given to Spike's mind from the past, another message that said, "You will never rest until you remember every bit of me." And it was right.

Spike put his head in his hands, defeated. He began to cry lonely, hopeless tears. These stupid memories had won. He had to remember the one that these flowers had returned memories of. The kindest pony Spike had ever met. Fluttershy.
**************** ***************** ****************

Spike followed the sound of that beautiful singing voice through the woods. He was lost, of course, as he always was when he got this deep into the forest, but if Fluttershy had been expecting him and he hadn't arrived on time, she would send her beautiful voice sailing through the woods to act as a compass for Spike, pointing him towards her house.

Finally, Spike made it through the trees to pass into the clearing and see Fluttershy tending to yet another injured animal. She noticed Spike immediately and smiled up at him shyly from behind her even lighter now rose-pink mane. It amazed Spike that after nearly seventy years of knowing eachother, she still couldn't break down the barrier of her shyness with him. But it wasn't like that was anything odd. She was like that with everyone.

Of course, it wasn't like she was stand off-ish or anything like that. She was a warm and compassionate pony, her kind, blue eyes welcoming anyone in. And even now old as she was, Spike was sure that she hadn't gained any kind of bitterness that generally came with old age. She never seemed to stop caring for others, and nothing for herself. In fact, this had always worried Spike.

"Hi, Fluttershy!" Spike said joyfully. He was rather excited about today. It was the first time they had spent time together in a while. They were going to plant some flowers in her garden, which she had trouble doing alone in her old age.

"Hi, Spike. Thank you so much for coming. I really do appreciate the help. I must have made quite a dent in your schedule, what with Rarity and her..." her voice trailed off.

"Oh! Yeah, uh, don't worry about it," Spike said quickly, eager to take his mind off of the situation at home. "So!" he began, "What are we starting with?"

"Well today, we'll be planting some blue geraniums and marigolds. I've been excited about these for a while now, and I suppose now is as good a time as any. I'll get the planting tools. Just a moment." She turned around and walked inside.

Spike couldn't help but notice just how beautiful Fluttershy was. Even in her old age, her kindness seemed to make her appear prettier. Almost like the pure whiting of a statue after several years on display, her golden fur had turned an elegant ivory, giving her the odd appearance of a deity.

About a minute later, Fluttershy returned with the gardening tools and a few packets of seeds. "Here you go," she said, and handed Spike some seeds, a watering can, and a small dirt scoop. They then proceeded to the patch of soil that lay in Fluttershy's seemingly perfectly kempt backyard.
Fluttershy, kneeling down, began a hacking cough.

"Are you okay?" Spike asked, concerned.

"Hmm? Oh yes, of course, just a bit of a cold I'm having." That was Fluttershy, alright. She had to make sure that no one ever worried about her. "Now then," she said, "Let's get to planting!"

Spike began with the dirt scoop to hollow out some areas for the planting. Spike wasn't exactly a planting expert, but he had learned a thing or two from the few times that he had had to create some external beauty around Twilight's house. He then grabbed some of the geranium seeds, put them in one of the holes, and packed the dirt tightly around it. Fluttershy was already working on the marigolds. They talked as they worked.

"So, how's Angel the Fifth doing?" Spike asked.

"Oh, just fine. He's out playing with some friends in the forest right now. He's been limping lately though, so I'm going to have to mend her leg up when she gets back. I wish that he would be a little bit more-" She began coughing again. This fit was worse than the last, and lasted about twenty seconds.

"Fluttershy," Spike said, worried. "Are you sure you're okay to be planting today?"

"Oh, I'm just fine, trust me. It's just a small cold, is all."

But no reassurance would have made Spike comfortable. He had hated enough seeing Pinkie Pie and Rainbow Dash pass on, and now the fear of losing more of his friends was all that seemed to consume him. Every sneeze of Twilight's or shallow breath of Applejack's seemed to drive Spike over the edge with worry. He knew, and had known, full well that he would outlast all of his friends, but now, as their lives drew to a close, he couldn't help feeling that if he hoped or worried enough, maybe they could cheat death and share even more laughs with him over the next few hundred years. But it was just a hollow dream. The same hollow dream that kept Spike awake every night. There's no way that this can end, he would think,We're all supposed to be there for eachother. Something like this doesn't just... end... right? And then, just like every night, Spike would cry himself to sleep, realizing that loneliness was all that awaited him in the future.

"Okay." Fluttershy said suddenly. "All done."

They were, in fact, done. Spike hadn't even noticed, being lost in his own thoughts for the past few minutes, and instantly felt guilty for not talking to Fluttershy. However, Fluttershy, who was more perceptive than she was given credit for, sensed something was wrong and asked Spike if he'd like to come inside and stay a while.

"I'd love to." He replied with a smile. They stood up-Fluttershy with some difficulty-and walked to her house. Spike sat down in a chair beside the window, and Fluttershy, after pouring them some tea, sat down in the chair opposite his. She began to cough again. This fit was the worst so far, lasting about thirty seconds and causing the beautiful, frail old mare to heave shoulder shaking coughs into her hoof.

"Fluttershy!" Spike said in worried surprise.

"No... I'm... I'm fine..." she choked out. "I just...I..." She began to hack awfully again, this time, drops of blood escaping from her throat.

"Oh God, no!" Spike screamed, in hysterics. He grabbed Fluttershy's shoulder and looked into her face. Her head was beginning to loll and her eyes were rolling back in her head. Within a minute, she was completely unconsious. Spike shook her shoulders vigorously screaming into her face.

"Please! I'm not letting you go too. Wake up!" He yelled. Spike picked her up and laid her down on her bed. He checked her pulse and her breathing. To his relief, they were fine. Slow and shallow maybe, but fine. Realizing there was nothing more that he could do, Spike collapsed hopelessly into the chair beside Fluttershy's bed and began to heave heavy sobs into his hands. Why was he always in this damn situation. He couldn't help anybody. He always had to stand on the sideline and watch his friends in pain. Everytime he tried to help, things either stayed the same or got worse. He was useless.

In a rage over his uselessness, he got up and angrily pounded his fist on the wall, harder and harder, until cracks started to appear. "Why does this keep HAPPENING?" He lost himself in his anger, trying to put a hole in the wall, until from behind him came one of the sweetest sounds he had ever heard.

"Spike?" Fluttershy had woken up. She looked horrible, but smiled as kindly as ever. Spike couldnt take it anymore. He became hysterical once again and kneeled down beside her bed.

"Fluttershy, please don't-"

"Shhh..." she took his head in his hands and smilled. "It's okay, Spike. Listen, okay?" She looked out her bedroom window to the patch of dirt where they had just planted the flowers.

"Whenever a flower dies, it's stem breaks and it's petals fall to the dirt where they are consumed by the soil. This makes the soil fertile so even more new plants are able to be grown in it. The new flowers become even stronger and more beautiful than those that came before them. And then they die, and the next flowers are even stronger and better, and so on. Spike, we're just the same. We live our lives, we enjoy ourselves, and we die, letting the next generation learn from and improve on our imperfections. You're going to lose alot of friends, Spike. Just remember this. Learn from them. Keep on improving yourself so that when you die, people will say, 'He was the perfect flower. I'm gonna be just like him.' I know you can do it, Spike. Trust me."

"No, please! Dont leave me here! Dont leave me all alone!"

Fluttershy's eyes wers closing as she softly spoke her last words. "Angel likes soup after he gets bandaged up." And then she was gone.

Spike's head fell on her chest, where he sobbed for the next few hours.
*************** ************** ****************

Spike layed in the clearing, looking numbly up at the sky. He couldn't cry anymore. He tried and tried but he couldn't, and that just made him want to cry again. He was halfway done. The home stretch. But it didn't feel like it. The more Spike remembered, the farther away from happiness he felt. Who knows? Maybe Fluttershy's advice would be relevant someday, but now it was just salt in the wound that seemed to gape wider and wider every second.

Spike looked gazed at the flowers around him. They were delicate. Soft. Beautiful. But deep inside, they harbored a strength to keep them rooted to the ground which nobody could understand. And of course, they were always there to provide comfort for the sad or broken-hearted. Just like Fluttershy.

"Thanks Fluttershy," Spike whispered as he stared up into the sky, "For making me stop and smell the flowers."