Her fight with Starlight was almost surreal. Twilight would battle to stop her messing with history, only to be forced to live out one horrible future after another. What was worse was each and every time it happened she couldn't just return to the past, the spell would not return her until she had seen the horrible unfolding of events.

Eventually, it wore her down, even Spike's irrepressible good spirits couldn't stop the mare from sinking down further and further.

Starlight was wearing down as well. Her constant attacks on Twilight, seeing her broken more and more, was not quite how things were meant to go. When she was dragged through the rift with the alicorn, when she saw the wasteland that Equestria had become it shook her to her core.

Resolve returned and she dragged the uppity alicorn to her own tortured past.

Twilight watched as the hopes and dreams of that filly were shattered when her friend was 'taken away'. A revelation came to her, something very odd tickled in her head and she grinned. "Starlight, this was the event that broke you, right?"

"Yes! Yes damn you, I couldn't bear to see him taken away like that, and when he didn't write…" Starlight was furious, how could this 'Princess of Friendship' not be able to see how much this hurt. When she looked up at Twilight, she froze in fear.

"Excuse me." Twilight trotted to the celebrating parents. "You will have to forgive me, but I think a little filly wants to congratulate her friend." She gestured back at the filly Starlight.

Sunburst bolted over to the filly-Starlight. The adult mare stood in shock. "What… what have you done?"

"Let's see? How about the future, not just when we came from… a little bit further." Twilight had an inkling. She wanted to like the mare, now she had seen it was a lack of friendship that had caused her worldview. She had a hint, a tingle in her cutie mark, that she would be part of something big.

The time-spell triggered and took them forward again and they landed in snow. The castle was ruined around them, stone blocks barely showing through the deep drifts. A glance toward Ponyville revealed that it was gone, wiped completely from the map. "The past is dangerous to change. By adjusting it, one friendship was kept but a new one is lost." Twilight gestured with her hoof.

"What… but what could this change? How would staying friends with Sunburst have changed the future so much?" Starlight was starting to shiver a little.

"Because you didn't start your little village. You didn't cast this time spell. We didn't learn how important friendship is together." Twilight lifted a hoof. "Starlight, isn't it clear? We become friends."

"No, how can every pony you make friends with become so important to the world, to Equestria?" Starlight was on the verge of believing the alicorn.

"I don't know, but they are. Starlight, can we go home and talk about this properly?" Twilight tried to form a shell of warmth around them, but there was something elemental to the chill holding the world, something that even alicorn magic couldn't hold back.

Starlight felt defeated. Utterly and completely. She was wrong, so very wrong. Friendships mattered so much more than she realized and, if that was true, how much more was she wrong about? "Twilight, please. I need a teacher…"

"Of course." The magic triggered again, this time back to the village, where Twilight didn't stop the parents. She held a sobbing Starlight in her wing.

Then the spell flashed again, taking them to Cloudsdale, where they watched in silence as Rainbow Dash performed the most astounding stunt Equestria had yet seen.

"Your friends are going to hate me." Starlight snorted back some tears, realizing she had gotten Twilight's shoulder damp.

"They are going to be upset, who wouldn't be. But they will listen and I will ask them to give you another chance." Twilight gave the unicorn a squeeze. "After all, the first step to making amends is to admit that you were wrong. Let's go, Starlight, the future is much more interesting than the past."

Gel had felt himself shrink a little. There was no food for a changeling in the castle and he surely wasn't going to leave the map room. He sat, alternating between standing stoic, crying softly, and sobbing. Ponies came and went, it was just a few days but he had felt so many friends press to his side. Cloud, Muffins, all of Twilight's close friends and a lot more. Applejack had not said a word when she leaned in against him, but when she had to leave, to return to running her farm, she had told him to trust Twilight.

The stallion was alone in his vigil when magic flared in the room, the map lending the last of the magic the spell needed to return the three ponies. He spotted Starlight against Twilight, one of those big wings draped over her back. He halted everything. Tears stopped, as did nearly every sign that he was alive.

"Gel!" Twilight smiled at the stallion and had to give the unicorn at her side a slightly tighter squeeze, lest she try to run. She saw the oddly blank look on the changeling's face, as if he didn't know quite what to do, what to feel. "I want a hug from my stallion, sorry Starlight but I need to do this first."

The words were all Gel needed to hear, he rushed forward and wrapped his love, the mare who had saved him from the worst life he could imagine, in his forelegs. He formed the normally insectile wings on his back into large, pegasus-style ones and hugged her with those too. "Twilight, I missed you so much."

"She has a mate?" Starlight was blinking in shock.

Spike nodded. "Yup, Gel is a pretty awesome stallion. You are going to need to keep a special apology in store just for him. Or maybe it would be a good idea to use it now? You know she saved him, saved all the changelings from Chrysalis' mind control? In one of the futures the spell showed, she didn't."

Self-loathing started to consume Starlight, she hadn't realized how much torture she might have put Twilight through, but now she had a slight inkling. To see a world where the pony you loved the most was a stranger…

"Starlight?" Twilight calling her name jolted the unicorn from her critical examination. "Starlight, I want you to meet one of my best friends. Starlight Glimmer, this is Gel Pattern."

"I am so sorry for what I put you through, both of you." Starlight hung her head but felt a hoof grip her chin, a black hoof.

Lifting the mare's head up so he could look into Starlight's eyes, Gel smiled. "My mate tells me you are worth getting to know, and despite how lonely not knowing if she was gone or worse made me feel, I would be a foal to ignore her words."

Starlight blinked, her self-destructive feelings seeming to fade. "But… but I…" A wing folded over her back and pulled her close to Twilight again.

"She gets almost as tongue-tied as you, Twi." Gel nuzzled his mate and stretched. "How about something to eat?"

Spike practically flew past them, his hooves pounding the flagstones only to smack into a dark-colored pegasus who wrapped him in wings.

"I hate having to ask." Cherry was looking down at the floor. Running a brothel for changelings? Not a problem. Letting a few more changelings cuddle and sleep around her to feed them, also something she could get used to. Having to ask another pony for bits was not something she liked.

"Then don't, I already agree." Twisty smiled. "Next!"

Cherry scowled at the changeling queen. "You know it's not that easy. I have all these projections of how much it is going to cost to maintain, how much I can pay you back, how much I-" The pegasus had to stop talking and producing graphs and documents. There was a black, hole-filled hoof in her mouth.

"And that is why I trust you, Cherry. Not only do you care for my drones almost as much as I do, but you have that cute head of yours on nice and straight. You think you can pay this off within ten years? Good, I trust you to. But I am going to make it five years because you are going to be working two jobs now." Twisty Turn pulled her hoof out, then used it to close the mare's dropped jaw.

"More work? What do you want me to do?" The pegasus had equal parts confusion, intrigue, and surprise. Also, a little drool on her chin.

Twisty pointed down at the papers in their neat little piles. "This, all of this. I don't have a head for bookwork, but I know a mare who does." I figure your wage could either cover the lease or you could pay it off twice as quick." The big changeling soon had a pegasus hugging her and she gave the most gentle of sips of Cherry's emotions. Sweet, like her name.

"So what do you need me to do? How many businesses do you… help?" Cherry saw as a big pile of papers floated over, supported in green magic. "All this?" She was shocked.

"That is for Canterlot. We are starting to make some purchases in Los Pegasus as well." Twisty beamed, floating the few reports she was getting already from there. "You understand this is all very confidential."

"Of course!" Cherry sat up, tearing her attention from the reports at her hooves. "Although I will warn, I would have to report anything against the law."

"Perfect! Diligent, honest, and has scruples. Maybe I should find you a better manager for your little hotel?" Twisty noted the odd look on the pegasus' snout.

"Oh, no it will be fine. I have spare time there and… I like helping ponies find what they need." Twisty blushed a touch.

"Really? Where did you even get another of those dresses?" Shining Armor was looking in dismay at the laid-out clothing.

"Really. You remember what you promised when I let you spank me so much last week. My plot is still sore, but not as sore as your pride will be." Mi Amore Cadenza, or Cadance, was patting the bed beside her. "So come on my big, tough stallion, let's get this spell worked and get you into something a little more… comfortable."

Shining knew he had to do this, he had promised 'anything'. "What will it feel like?" He stepped forward, taking a deep breath. Part of him had to admit that experimenting with fun little things like this did excite him on some level, but still, he was a stallion. So why did it turn him on so much?

"Only one way to find out, Shiny." Cadance reached out a wing and gave the big stallion a hug. "You ready?" She wasn't going to get a verbal answer, she was already pushing to get him to agree to do this without him asking her to do it. Cadance summoned her magic, working it in a way she had never toyed with before. Adjusting, twisting, shifting the magic, she settled it around her lover.

Shivering at the strange magic settling around him, Shining looked down at himself. "I don't think it's working." He blinked, his voice was at least two octaves higher. Then he really looked again. He was shrinking, his body losing the hefty definition of a stallion who had spent his whole life training. His horn became more slender and when he felt an odd pinch between his back legs he looked down just in time to see his sheath retreat into his body.

"Looking good already." Cadance nibbled on one of her lover's ears, earning a shiver from the now, mare.

"It's gone…" Shining's feminine tones surprised even her and she stretched, her mind tracing all the muscles and bones that had changed, which was pretty much all of them.

"And now we see who I would have married if I had chosen a mare." Cadance pressed in tight against Shining's side, pulling the new mare into her with a wing. "Now, I get to dress you."

Shining looked at the dress. It wasn't the maid one, like they had given Rainbow Dash. This was a guard uniform, but not… quite… accurate. To put simply, it was a 'sexy guard' uniform and despite herself, Shining was getting more excited to put it on. Reaching out a hoof to get the stockings, she got a slap from Cadance.

"No, I said I get to dress you." Cadance rubbed the hoof she had smacked and leaned in to kiss her husband. "But I love your enthusiasm." She also loved seeing how much the former stallion blushed after being caught trying to put the thing on herself.

Cadance selected the panties and garter belt first. Pulling the pink underwear onto her husband's petite frame, she worked them up higher and higher until they pulled in and under the unicorn's tail.

Blushing more than she could ever believe was possible, Shining spotted an image of herself in a full-length mirror. She saw the pink panties that matched her wife's fur color, but it was her own shape that made her blush more. Her athleticism had carried over to her mare-form, so at least she wasn't completely a look-alike for her sister, but there was enough 'sport' in her frame that she partly resembled Rainbow Dash's lines. It got a bigger blush.

She couldn't tear her eyes away as she watched, and felt, her wife dressing the mare in the mirror, pulling up the black garter belt and tightening it around those hips. "A bit tighter…" Shining's voice was high pitched, but it got a big smile from her alicorn lover. The belt was tightened and it left slight indents in her fur where it was actually a little bit too tight. Perfect.

Cadance got the stockings next, pulling them up Shining's back legs. They were dark black, the perfect contrast to her white fur. Fastening them to the garters, Cadance ran a hoof up and down the silky legs. "You are one sexy pony, no matter the gender." She kissed her lover, just above her tail, feeling the shiver suddenly go through Shining's body.

The armor was next, of course. It was gold-colored but very tight. There was a little padding under it to make it look a bit like a proper breastplate of the Royal Guard, but when the garment was pulled down and over her Shining was shocked. She really, really looked sexy and the mare in the mirror had her tail hiked up, although what was under it was hidden by the panties.

"Already at attention? Well, well. I think somepony likes this a lot more than she thought she would." Cadance reached a hoof up and pressed down into Shining's croup, seeing the tail hike up more. Without pausing for a moment, she leaned in and under that arc of blue hair and pulled the pink panties down with her teeth.

Shining moaned as her wife kissed her down there. It made a big spring inside her start to coil more and more tightly. Her voice didn't seem able to stop, even as Cadance began to work her tongue up and along the line of her entrance, pressing it in as firmly as she could along the way. The image in the mirror was the focus of the former stallion's world as she watched her wife eat out that mare.

Cadance was delighted by the delicious, strong and musky scent from her Shiny. She nuzzled, licked and even nibbled at the mare until Shining Armor, captain of the Royal Guard, folded down before her, eyes screwed closed and moaning loudly.

The world had exploded. The spring had coiled too far and it was sending shock-waves through her body. Shining Armor had dropped down and was crying her love for Cadance with every pant, every moan.

Cadance settled down, her snout guided by the flagged tail. She didn't stop nibbling and licking her mate. Not for a second.

Author's Note

I really couldn't resist this little twist on the story of that episode, it seemed like such a better way to show Starlight that every little choice made in a friendship was important and, more to the point, that Twilight's friendships echo through time.

Also, Shining Armor is so cute as a mare. I REGRET NOTHING!

Support me on Patreon or fuel my writing on Ko-Fi!

Join me on Discord. Warning, said chat may contain NSFW material and should be considered adult in nature.

Awesome ponies who are already helping to keep me in keyboards and rum:
Canary in the coal mine