An Unlikely Love: The Tale of Two Friendship Students

by StormLuna

Rating: mature
Tags: Sex, Twilight Sparkle, My Little Pony: Friendship is Magic, Alternate Universe, Romance, Trixie, Starlight Glimmer
Length: 15587

Twilight gives Starlight the task of making a friend on her own. While she is out in town, Starlight makes a new friend. Starlight convinces Twilight to take her in as a friendship student. Eventually the two become more than friends.

Twilight gives Starlight the task of making a friend on her own. While she is out in town, Starlight makes a new friend. Despite this new friend being an old foe of Twilight's, she takes her in as a friendship student. Soon Starlight and Twilight's new pupil become much more than friends and this irritates Twilight but trying to stop their love could prove to be costly.

Published 2016-04-28 13:10:01 UTC
Last updated 2016-04-28 13:10:01 UTC

Morning Discussions

Morning arrived in Ponyville and the sun woke Starlight up. She sat up and wiped the sleep out of her eyes. Despite being happy that Twilight took her in she still resented her a bit. She hated the fact that it seemed like Twilight was above her given that for quite some time she had ruled over others and not that long ago she was so close to altering Equestria forever. She thought to herself, "Ugh, yet another day of being a subordinate."

Over time she had learned to navigate the castle much better so she had no problems finding the dining hall. When she arrived she found Twilight with a huge smile on her face, "Good morning Starlight!"

Starlight replied, "Morning."

Twilight paid no attention to her less than enthusiastic greeting. She continued, "Guess what?"

Starlight had a bad feeling about where this was going. She sighed, "What?"

Twilight continued, "I have a wonderful lesson for you today! After breakfast, I want you to go out into town on your own and meet a new friend. No help from me, no help from my friends and no help from Spike. I want you to do this on your own."

Starlight became nervous. She replied, "I don't know Twilight. What if ponies start looking at me weird being out there alone? What if they yell at me or bash me over my past?"

Twilight laughed, "It's alright Starlight. The ponies here know that you've changed. They know you're not the same pony who stole cutie marks and then tried to destroy Equestria with that time spell!"

Twilight's comment only made Starlight frown. Twilight saw this and continued, "Oops, perhaps not the best thing to say."

Starlight sighed in frustration, "So you seriously want me to go out into town on my own and make a friend?"

Twilight replied, "Yes, I do and once you get a friend, I want you to bring your friend here so I can meet her or him."

Starlight said, "Alright but can we at least eat breakfast first? I'm getting quite hungry."

Twilight nodded her head and they told the chefs what they wanted for breakfast. Once their food arrived, despite being hungry, Starlight wasn't eating her food much. Twilight saw this and asked, "Starlight, I thought you were hungry. You're hardly touching your food."

Starlight nervously replied, "Like I told you, I'm nervous about this. What if I don't make any friends?"

Twilight said, "Come on Starlight. You are a likable pony and I bet you will make more than just one friend, but lots of friends today!"

Starlight's pupils shrank and she cowered down. She felt like Twilight was setting the bar way too high for her but she suddenly realized that she would not be able to make any friends if she went out like this. She sat up and confidently replied, "Alright Twilight, I'll do my best to make at least one friend today."

Twilight smiled, "Good. I can't wait to meet the friends you make."

Starlight noticed that Twilight had used the plural term, friends, but realized that probably if she at least made one friend without anypony else's help that Twilight would consider it a success. After breakfast she headed towards the door. Twilight said, "Remember Starlight, just be yourself, just be the pony that everypony knows you truly are."

Starlight yelled, "Alright Twilight. See you later."

Starlight couldn't help but sigh on the way out. Twilight told her to be herself. She thought to herself, "If I were to be the real me, I would either be stealing cutie marks or writing my own time spell to make sure you never meet your friends."

Meeting Somepony New

Starlight headed out into town nervous. Every other time she was out in public she was either with Twilight, all of her friends or Spike. While a few ponies were giving her odd looks, for the most part the just went about their daily business. The breakfast she had at the castle was rather light and did not fill her up so she decided to head to the cafe.

That morning the cafe was much busier than normal. Normally mornings are rather quiet but then she realized it was Saturday, a day when most ponies wake early and go out and enjoy life. When she arrived there was only one table available, a rather small one that was designed for foals but she knew she had no choice but to sit there if she wanted to eat. As soon as she sat down she was greeted by the waiter, "Good morning madam, can I get you something to drink?"

Starlight was feeling frustrated that morning, not just because of Twilight wanting her to make a friend on her own, because of the small breakfast but most of all, because of her displeasure of feeling like Twilight's subordinate. She replied, "Yeah, I would like a hard cider."

The waiter gasped, "A hard cider, this early? I'm sorry madam, but we can not sell alcoholic beverages until after noon."

Starlight grunted, "Fine, just make it a regular cider along with some water."

The waiter handed her a menu and headed back to get her beverages. There were plenty of good things on there but Starlight was only given so much of an allowance by the government given that she is just a mere student. A couple minutes later the waiter arrived with her drinks and asked, "Have you made your choice madam?"

Starlight replied, "Yeah, I would like four eggs and some oatmeal."

The waiter nodded and took her order to the kitchen. She put her hooves over her face and went into thought. While she wasn't unhappy about her life, she did have her regrets about past decisions, especially finally giving in to Twilight when she was going to stop the rainboom one last time. She lost track of time and before she knew it she heard, "Madam, your food is here."

She sat up and replied, "Thanks."

She began to devour her meal knowing that it would be best if she started this friendship lesson that Twilight considered so important. Just as she was about to finish her meal she heard ponies yelling, "Fraud!" "Bitch!" "Skank!" "Show off!" She then heard a pony mock, "Ooooh, look at me, I can vanquish an Ursa Major!"

She looked in the direction of the yelling and saw a blue unicorn pulling what appeared to be a trailer. The pony began to cry and pull her wagon faster. Without even thinking or paying for her food, Starlight rushed over in the direction of this pony. When she got to her the pony asked, "What do you want? Are you here to mock and belittle The Great and Powerful Trixie too?"

Starlight replied, "No, I'm not." She was shocked at how she identified herself. She asked, "Wait a minute, did you just call yourself The Great and Powerful Trixie?"

Trixie replied, "Yes, Trixie called herself by her stage name."

Starlight asked, "Stage name? I take it you are a showpony?"

Trixie replied, "Yes, Trixie is a showpony."

Starlight asked, "But why was everypony being so mean to you back there by the cafe?"

Trixie replied, "Let's go somewhere more out of the way to discuss this." They walked further down the road where Trixie pulled her trailer off to the side. She opened the door and said, "Come in. Trixie does not wish to discuss this around other ponies."

Starlight stepped in and was shocked at how tiny Trixie's trailer was. She asked, "Is this where you live or is this just where you live when you are traveling?"

Trixie snapped, "This is where Trixie has to live because The Great and Powerful Trixie does not make much money."

Being in such closed quarters with the agitated unicorn made Starlight uncomfortable so she decided to try and deescalate the situation. She replied, "I'm sorry Trixie, I meant no offense."

Trixie said, "Oh it's alright. Trixie knows you meant nothing bad but Trixie still wants to know why you seemed so concerned about everypony bashing and mocking her."

Starlight replied, "Because I have had ponies turn against me as well. I just wonder if we were to share our history with one another, that we could relate with one another and get to know one another."

Trixie asked, "How long do you have?"

Starlight replied, "I have all day. Don't worry, if you need to vent a lot of stuff to me, I'll listen."

While Trixie was initially unsure about the pink unicorn who was concerned about her situation, by this point she could tell that Starlight did genuinely care about her and wanted to listen. She hugged Starlight and realized that now would be the time to simply vent and get years of built up frustration off of her chest.

History Sharing

Author's Note

This chapter will primarily be done in a back and forth dialogue between Starlight and Trixie.

History Sharing

Trixie's Past

Trixie and Starlight had decided to talk to one another about their pasts to see if they could relate. At first they just stared at one another nervously until Starlight broke the ice, "So Trixie, what has happened in the past to make ponies hate you so much?"

Trixie stood up and boasted, "Well, when Trixie was just a filly she learned that she was really good with magic. Trixie discovered that she could make fireworks appear out of nowhere, she can create other things out of thin air and that she can manipulate other objects."

Starlight replied, "Alright, well I don't see why anypony would hate you over that."

Trixie continued, "Well, at first everypony just thought Trixie was being cute and then we earned our cutie mark. When Trixie earned her mark her parents thought she was destined for greatness so Trixie's parents sent Trixie up to Celestia's school for gifted unicorns." Trixie began to become agitated as she continued, "But when Trixie got to magic school, she failed. Trixie couldn't do all the advanced magic the other students could do. Trixie was laughed out of Canterlot!"

Starlight put her hoof around Trixie and replied, "I'm sorry about that Trixie. I'm sorry that they laughed you out of town."

Trixie continued, "Well after that Trixie had to do something for a living so Trixie became a showpony........"

Trixie's constant speaking in the third-pony was driving Starlight nuts and she wanted to find out why she did it. Starlight asked, "Trixie, I mean no offense but why do you speak in the third-pony. Why don't you ever say I or me when referring to yourself."

Trixie shoved Starlight and snapped, "Oh, so you are here to belittle The Great and Powerful Trixie?" She opened her door and ordered, "Just go Starlight. If you can't handle Trixie's speaking then just go."

Starlight closed her door and continued, "Trixie, again I meant no offense. I was just curious but if it is how you prefer to speak, then I'm fine with it."

Trixie sighed, "Ok, well where was Trixie? Oh yes, to make a living Trixie had to become a showpony because she had no real job skills. For quite some time Trixie was going out and entertaining ponies all over Equestria. Trixie would earn lots of money UNTIL she came here and made the mistake of telling everypony that Trixie vanquished an Ursa Major."

Starlight gasped, "Seriously, you told them you could vanquish an Ursa Major?"

Trixie ranted, "Yes Trixie did but that gave two idiot colts the idea to bring one to town for Trixie to vanquish. Well that thing comes into town and when Trixie couldn't vanquish it, everypony discovered that Trixie lied about the Ursa and then SHE had to come along and vanquish it."

Starlight asked, "Who is she?"

Trixie screamed, "Twilight Sparkle! And even worse after Twilight vanquished it she told everypony it was just an Ursa Minor."

Starlight was stunned. She had no clue that Twilight could actually do something like that and was more stunned that she had never told her about it. Starlight replied, "Wow, I didn't know Twilight could do that. She never told me."

Trixie growled, "Oh, and how do you know Twilight and why does it seem like you are close to her?"

Starlight replied, "Well Twilight and I have had a couple of run-ins but now I'm her student. I would think she would share something like that with her pupil."

Trixie screamed, "Oh, so you're on Twilight's side. Let Trixie guess, you're going to go tell Twilight that Trixie is in town and have her run Trixie out of town for the THIRD time!"

Starlight asked, "Third time? You two had a second run-in?"

While Trixie was frustrated and wanted to throw Starlight out, she also wanted her to hear about her other confrontation with Twilight. Trixie said, "Well, after it was discovered that Trixie was a fraud we had to take odd jobs to make money. Trixie even had to work on a rock farm, A ROCK FARM!"

Starlight asked, "Oh, you mean like what Pinkie's family runs."

Trixie grunted, "Well it was Pinkie's family's rock farm. The old stallion was always ordering us around and this one daughter of his was always yelling at Trixie and telling Trixie to stay away from this dumb rock she loved. Even worse, Trixie almost starved because they EAT ROCKS!"

This shocked Starlight. While she did not know the Pie family, she couldn't fathom that such a nice and joyful pony could come from such a family. She asked, "Wait a minute, those are Pinkie's folks. Pinkie is so hyper and friendly, how could she come from such a family?" Suddenly it hit her, the rainboom. She continued, "Wait a minute, Pinkie saw that rainboom and that altered her personality didn't it."

Trixie snapped, "Trixie doesn't know anything about a rainboom altering Pinkie but after a long time of having to eat tree branches we would find and stomach small rocks, Trixie finally made enough money she could move on."

Starlight asked, "Oh and where did you move on to?"

Trixie replied, "Well Trixie just traveled across Equestria until one time we learned about a special amulet being located in a store. Trixie was unsure about this but at night Trixie broke into this store. Unfortunately for Trixie, she was caught but luckily for Trixie, Trixie was able to buy what she wanted. Trixie was able to buy the Alicorn Amulet and then Trixie decided that Twilight must pay for all the pain she caused Trixie."

Starlight gasped, "What? The Alicorn Amulet is real? I thought it was nothing more than an old mares' tale."

Trixie boasted, "Nope, it is real and Trixie had it. Trixie headed to Ponyville and began to cast spells. Well Twilight comes along and Trixie challenged her to a magic duel. The terms were that if Trixie lost, she would leave Ponyville forever but if Twilight lost, she would be banished from Ponyville forever. Trixie cast an age spell on the same colts that brought the Ursa to town and Twilight couldn't reverse it so Trixie ran Twilight out of town and put a force-field around the town."

Starlight replied, "Wow, I didn't know anypony could do age spells. I know a lot of advanced magic but outside of Starswirl, I had never heard of ponies doing that."

Trixie replied, "Well Trixie did. Unfortunately for Trixie, Twilight runs off to some zebra who gives her an amulet and claims it is more powerful. Trixie thought she was full of herself so Trixie removed the force field and took part in a second duel."

Starlight asked, "What happened there?"

Trixie yelled, "Well all of a sudden Twilight can do more than Trixie can but you want to know the bad thing. Twilight had done nothing more than paint her friends different colors and had them jump out from behind statues." Trixie began to cry, "And then Trixie makes the mistake of taking Trixie's amulet off and going after Twilight's. Some pegasus stole the Alicorn Amulet from Trixie and as it turns out, Twilight's amulet was nothing more than a damn doorstop! A damn doorstop!"

Starlight again put her hoof around Trixie, "I know what it's like to be defeated by Twilight twice."

Trixie continued to cry, "Trixie lost, AGAIN! Trixie lost in front of the whole town, AGAIN! Trixie was ran out of town, AGAIN!" Trixie had become so distraught that she completely forgot to speak like she normally would, "I hate her Starlight, I truly hate her!" Trixie caught herself and remembered Starlight saying she was Twilight's pupil. She continued, "Starlight, please don't tell any of this to Twilight. Trixie doesn't want her doing something to Trixie."

Starlight replied, "Don't worry Trixie, I won't say a word. While I am her student, let's just say that I have a history with her of my own and if I wouldn't have made one dumb mistake, I could have prevented her and her friends from ever meeting."

Trixie's eyes grew wide. She asked, "How could you have stopped them from ever meeting."

Starlight asked in return, "Well to fully understand my history with Twilight, I'll have to go all the way back to when I was a filly. How long do you have?"

Trixie replied, "Trixie has all day."

Starlight's Past

After Trixie shared her history, Starlight knew that it was time to share her's. Starlight began, "Well my history began off in a small town in eastern Equestria. I had this friend named Sunburst, him and I did basically everything together as fillies. He seemed to know so much and could do so many things while I struggled with magic."

Trixie asked, "So he was a unicorn?"

Starlight replied, "Yes, he was a unicorn. Then one day he does some fancy trick with books and earns his cutie mark. Right then and there his parents sent him off to Celestia's school for gifted unicorns and I never heard from him again." Starlight's voice became more grim as she continued, "At that moment I vowed that I would never forge any more friendships because of the chance that a cutie mark would destroy it."

Trixie put her hoof around Starlight, groped her flank and asked, "About cutie marks, Trixie wishes to know how you got yours."

When Trixie groped her flank, Starlight blushed and Trixie saw this. Trixie continued, "Oooh, it looks like somepony likes Trixie touching her flank!"

Starlight replied, "Well you see, it's just that I've never been touched like that before and it felt so good." Starlight sat up straight and continued, "Ok, back to how I got my mark. Well I saw some pony bullying a pegasus who had to use a wheelchair so I fired energy at him. Odd thing is, I actually grabbed him in my aura, ripped his cutie mark off of him and in it's place appeared an equals sign."

Trixie's jaw dropped. She asked, "Seriously? You can take cutie marks? Trixie finds that far fetched."

Starlight replied, "I'll prove it if you want me to."

Trixie laughed, "We'll see."

Starlight grabbed Trixie in her aura and removed her cutie mark, causing an equals sign to appear. Trixie fell to the floor and looked up at Starlight and her mark. Starlight asked, "So Trixie, do you believe me now?"

Given the state she was in, she replied, "Yes, I believe you."

Starlight let go of her mark and returned it to her. Once she got her bearings straight she continued, "Wow, Trixie has never seen anything like that. Trixie finds it amazing."

Starlight replied, "Oh there's more but that is further down the road. Ok, after I stole this pony's cutie mark I was ran out of town. Ponies considered me a freak, a rebel and most of all they considered me a threat to other ponies."

Trixie asked, "But how could you be a threat if you can't keep the marks."

Starlight laughed, "Oh it wasn't long after that that I discovered how to keep them. I store them in glass jars and as long as the lid stays on it, the mark stays put."

Trixie asked, "So what did you want to accomplish by stealing cutie marks?"

Starlight replied, "I wanted to equalize Equestria. From the moment Sunburst got his mark and I didn't get mine, I got this idea that cutie marks make ponies think that they are better than other ponies." Starlight became more agitated as she continued, "I wanted to make sure that a damn cutie mark wouldn't cause anypony else any heartache ever again! I didn't want ponies to go through what I went through!"

Trixie asked, "Let's get back on your timeline. What did you do after you were ran out of your hometown?"

Starlight replied, "Well I wandered around that part of Equestria for quite a while until I found this pony in the mountains. He led me down to this town in the desert. While the ponies there seemed happy, I could sense that some felt that they were better than others so I took their cutie marks, put them in this special vault and indoctrinated them in my own way. I indoctrinated them to accept that true happiness only happens in sameness, when everypony is equal."

This made Trixie a bit nervous. While she didn't think Starlight would unmark her in a malicious way, the pink unicorn's power did unnerve her. She also couldn't help but wonder what other powers this pony had, powers that if angered she would have absolutely no problems or regrets using against her.

Trixie asked, "So what caused you to leave this town."

Starlight sighed, "This is where Princess Twilight and her friends came into play. They came out to MY village and exposed a little secret I had. You see, I covered up my real cutie mark and wore a fake equals sign on my flank."

Trixie asked, "But if you were all supposed to be equal, didn't they catch on to you having that power that they didn't?"

Starlight replied, "No. I found a piece of wood out in the desert and told them it was the 'Staff of Sameness.' They believed that it was the staff that removed the marks, not me." Starlight became more agitated as she continued, "Like I said, everything was going perfectly fine until SHE and her friends had to come and take my village away from me!"

Trixie asked, "How did they take it away from you?"

Starlight replied, "Well let me tell you something funny first. You know how I unmarked you?"

Trixie sighed, "Yes, Trixie knows."

Starlight continued, "Well I unmarked those six. I'll admit, unmarking Twilight took a bit more power than it did with the other ponies but I discovered that even a princess isn't immune to my powers."

Trixie's jaw dropped open. She gasped, "Seriously, you even took TWILIGHT'S cutie mark?"

Starlight replied, "Yes I did. Ok, back to where I was, well I don't know how she knew it but Fluttershy must have known my equals sign was a fake because she threw a tub of water at me. Only a tiny bit of water hit my flank but it erased enough to expose my real one. After that all my townsponies got their marks back and I was ran into the cold, dark caves in the mountains."

Trixie asked, "Ok, so what happened that led to your second confrontation with Twilight?"

Starlight replied, "Well I hid out in the caves for a couple of weeks and then I decided I would head to Canterlot. I decided to alter my plans. No longer was I dead set on trying to make everypony the same, I wanted to do something bigger, much bigger. I wanted to travel to the past and alter the present."

Trixie's eyes grew wide. She asked, "How could you do that? Nopony but Starswirl could do that!"

Starlight replied, "Once you study enough and you alter things here and there, you can do anything you want. Eventually I altered the spell but I needed to find a time to go back to and a way to do it. When I heard that Twilight was holding some sort of lecture for Celestia's other pupils involving cutie marks and the magic behind them, I decided to go."

Trixie asked, "So you didn't go to it just to learn? You did it to fulfill what you considered your destiny was?"

Starlight replied, "Well yes and no. I did go to it to learn, but to learn when and where to travel to. I wasn't going so much for destiny, I wanted to make sure that Twilight and her friends NEVER got their cutie marks all at the same time. I wanted to prevent that bond from ever happening."

Trixie asked, "And what happened next?"

Starlight replied, "Well I broke into Twilight's castle and waited for her in her throne room. When she arrived I used my magic to make this map of Equestria appear on her table. I fired my magic into Cloudsdale and traveled back to right before Rainbow Dash performed her sonic rainboom."

Trixie asked, "Did you stop it?"

Starlight replied, "Before I get to that I'll admit I made the mistake of leaving the scroll behind after I traveled through time. Well they decide to travel to the same place and time I did. Now about the rainboom, I did stop it and they got sucked into a different present! One in which Twilight and her friends never made their special connection."

Trixie asked, "So then why wasn't Equestria altered? Why didn't that alternate time line become a reality?"

Starlight replied, "Well given that they kept the time scroll with them they were able to keep traveling back to Cloudsdale because apparently that map thing never went anywhere so back and forth we continued. I would stop the rainboom and she would get sent back to the present but then cast the spell and come back. Finally though, she takes me back with her to show me a potential present for Equestria."

Trixie asked, "And what was that?"

Starlight replied, "Desolation, nothing but desolation. Just a few dead trees, dust storms and a lifeless landscape. In this she kept on going on and on about how important her and her precious friends are to Equestria. She claimed that she couldn't beat me and didn't understand why I turned out the way I did so I used that map to show her what happened."

Trixie asked, "So where did you take her?"

Starlight began to cry, "I took her to my hometown when I was a filly. I took her to that exact moment Sunburst got his cutie mark and headed off to magic school. We were supposed to be friends but he didn't even stay in touch. Then after that we returned to Cloudsdale one final time. This is the part that I regret."

Trixie asked, "Why do you regret it."

Starlight only became more distraught, "Because that was the time when I could have prevented it once and for all. I took the scroll. Rainbow Dash's dumb race had started. All I had to do was tear up the scroll and stop the rainboom! That's all I would have had to do to ensure that Twilight would never meet her friends, that she would never develop that DAMN cutie mark bond! But oh no, I had to listen to her when she went on about how I should try giving friendship a chance again. I listened to her and my plan failed." She grabbed a hold of Trixie crying "I failed AGAIN! I failed against her TWICE!"

It was at that moment that Trixie realized how truly powerful Starlight was but that wasn't the only thing. She realized that both her and Starlight had been defeated by Twilight twice. She also realized that the second time Twilight defeated them was because of a mistake on their part. She felt like she could truly relate with Starlight and knew there was only one thing to do.

As Starlight was crying, Trixie pounced on top of her and began to kiss her passionately. This stunned Starlight at first but it didn't take long for her to reciprocate the passionate kisses. The two mares laid there on her bed moaning in pleasure cuddling and groping one another. After twenty minutes they stopped and gazed into one another's eyes. Starlight, her face red as an apple said, "Wow, I've never experienced anything like that."

Trixie replied, "Neither has Trixie."

Starlight asked, "Trixie, why did you just start kissing me and pin me down?"

Trixie replied, "Because Trixie can relate with you a lot. We both lost to Twilight twice, we both lost the second time because of a careless mistake and despite you being her student, Trixie can tell you resent her as much as Trixie does." Trixie gave her another kiss and asked, "Starlight, would you want to be 'friends' with Trixie?"

Starlight grabbed Trixie's flank and replied, "Yeah, we can be 'friends!'" Starlight gave her a more serious look and continued, "Trixie, I need to let you know something. Twilight told me that my friendship lesson was to go out, make a friend and bring her back to meet her. Would you be willing to come to the castle and meet Twilight?"

While Trixie had no desire to go and see Twilight, she knew that if she helped Starlight with her friendship lesson, that she could grow closer to her. Trixie felt something that she had never felt before, "friendship", and she didn't want to lose that. She replied, "Of course Trixie will go and meet Twilight! Come on sexy, oops, Trixie means 'friend,' let's go and see Twilight.

Starlight had a feeling that Twilight would likely be shocked by who her new friend is and perhaps upset but she did say to go out and make a friend, she never specified what kind of friend. Starlight knew that things between her and Trixie would likely get more heated and besides, Twilight doesn't have to know that her and Trixie have a special kind of "friendship".

Twilight's New Student

Starlight and Trixie headed towards the castle a bit nervous but for different reasons. Trixie was nervous because of the fact that Twilight is now a princess, which meant that she likely had much stronger magic. Starlight was nervous because she was unsure of how Twilight would react to Trixie but realized that she did exactly what Twilight wanted her to do, make a friend.

Right before the got to the castle Starlight had an idea. She said, "Trixie, I just thought of a way that we could spend more time together and you could have somewhere other than your trailer to live."

Trixie asked, "What?"

Starlight replied, "We could see if Twilight would take you in as a friendship student too!" Her voice became more sarcastic as she continued, "Perhaps having two students would feed her overblown ego more than just having one."

Trixie laughed, "Oh Trixie sees that you have a sense of humor, Trixie really likes that!" She put her hoof around Starlight and continued, "Yes, Trixie is up for that. With any luck, she will take Trixie in as a student and we can be together more. After all, 'friends' should be together a lot."

Starlight replied, "Yes, 'friends' should be. Now let's get going."

As they entered the castle Trixie looked around and was amazed by the size of it. She asked, "Wow Starlight, you get to live in here?"

Starlight replied, "Yes, I do. Now let's go find Twilight."

Starlight led Trixie around the castle until they heard a voice coming from the dining hall. It was that of Twilight. Starlight whispered, "Ok, you wait here. I'm going to go in and tell her I made a friend. Come in when you hear me say 'she's great.'"

Trixie nodded as Starlight galloped into the throne room. Twilight looked up in shock when she saw Starlight rushing in with a smile on her face. Starlight exclaimed, "Twilight, guess what? I made a new friend!"

Twilight replied, "That's fantastic news!"

Starlight said, "She's great!"

Twilight replied, "Great!"

Starlight continued, "She's powerful!"

Twilight asked, "Powerful?"

Starlight finished, "She's....."

Before she could finish Trixie came in with a smile on her face, "Hello princess!"

Twilight asked, "Trixie?"

Trixie replied, "Yes, it is the Great and Powerful Trixie!"

Twilight looked over at Starlight with a look of disapproval. "I told you to go out and make a new friend but it just happens to be Trixie, a pony that I have had to confront twice."

Starlight replied, "You know what? She was going though town and ponies were heckling her and mocking her. She looked like she needed a friend so I approached her and got to know her. She is very nice and it really bothered me seeing her being treated so bad."

Trixie added, "And Starlight helped calm The Great and Powerful Trixie down after Trixie started crying."

Twilight rolled her eyes, "Seriously though Starlight, can't you see through her? Can't you see that she was just playing the victim role to get sympathy?"

Starlight yelled, "You know what Twilight. You're the one who told me to go out and make a friend. Trixie and I talked quite a bit after I comforted her we talked and we feel like we have a lot in common."

Twilight glared at Trixie and asked, "So Trixie, what is it that you two have in common?"

Trixie replied, "Well The Great and Powerful Trixie and Starlight both had less than stellar childhoods, we have both faced hardships during our adult lives."

Twilight asked, "Let me guess. Starlight talked about how she was ran out of the town she oppressed and Trixie mentioned her failure with the Ursa and having to work on a rock farm?"

Starlight replied, "Yes, we mentioned that to one another. We talked about how both of us were defeated by you twice." She looked over at Trixie and cleared her throat.

Trixie knew this was the cue. She asked, "Twilight, Trixie knows that Starlight has been reformed and Trixie is wondering if you would be willing to take her in as a friendship student since she has been reformed too?"

Twilight yelled, "What?" She got in Starlight's face and continued, "You make friends with her and after finding out about her past you bring her here and have her ask if she can be a friendship student too?"

Trixie interrupted, "But Twilight, you've seen how Trixie has become The Great and Apologetic Trixie! Trixie doesn't mean anypony any harm so what's the difference?"

Twilight got in Trixie's face and continued, "There is a huge difference. For one, Starlight has extremely powerful magic. She has such strong magic that even I couldn't stop her using magic. I had to convince her to stop on her own while you just returned to being a run of the mill showpony after Rainbow got that amulet away from you. I don't know if you have changed or not and besides, you have such weak magic you probably wouldn't be worth me wasting my time over."

Starlight pushed Twilight away from Trixie. She interrupted, "Twilight, you are the one who is always saying that friendship is magic. You helped me realize that. Before Trixie and I became friends, she had no friends. Don't you think it would be worth helping another pony with a checkered past understand the magic of friendship."

Twilight replied, "Oh alright, I'll take Trixie in as a student too." She glared at Trixie and continued, "Now Trixie, before I formally take you in as my student I want you to make two promises to me. First you will stop speaking in the third-pony and second you will actually focus on your studies rather than go out and show off your street magic. Do we have a deal?"

Trixie got a huge smile on her face, "Yes Twilight, we have a deal."

Twilight's mood changed rather quickly. Just as Starlight had predicted, Twilight's mood changed from one of extreme skepticism to one of elation. She was jumping up and down gloating about how she now had two of her former enemies as students now. "Woo-hoo! I can't wait to tell Celestia I have another student! She'll be so proud of me!"

Trixie interrupted her celebration, "Twilight, I don't mean to interrupt your celebration but where will I stay? Will I stay in my wagon or will I live here like Starlight does?"

Twilight replied, "Well there is a spare bedroom right next to Starlight's that you can stay in."

Starlight added, "Trixie, I do want you to know that Twilight likes to stick to a somewhat strict schedule. She will want you up by 0700 to join the two of us for breakfast."

Twilight continued, "I figure that a good full stomach helps a student learn the best. That isn't going to be a problem is it?"

Trixie replied, "No, Trix....I mean I understand."

Twilight said, "Good. Starlight, could you show Trixie her room and help her get settled in?"

Starlight replied, "You bet I can Twilight."

Starlight and Trixie headed upstairs with huge smiles on their faces. Starlight was shocked that Twilight would so easily take Trixie in as a student. When they arrived to Trixie's new room Trixie said, "Trixie can't believe that Twilight would let Trixie in so easily! Trixie is so happy that she can be close to her 'friend.'"

Starlight replied, "I'm glad she put you in the room next to mine. Now we just have to wait until her and Spike are out of town and we can have a 'special friendship lesson' of our own."

Trixie asked, "What do you mean we have to wait for them to be out of town to have a 'special friendship lesson' of our own?"

Starlight giggled, "Oh let's just say that it will be a much more intense than we had in your trailer! We'll be able to 'learn' so much more!"

Trixie laughed, "Oh Trixie sees what you're thinking about! You must find Trixie very sexy to already be planning ahead like this!"

Starlight groped Trixie's flank and replied, "I do, now we better get ready for supper. Twilight won't be happy if we're late."

The two readied themselves for supper which turned out to be rather mundane. Throughout their meal Twilight kept an extra close eye on Trixie. Despite Starlight vouching for her, she just couldn't help but wonder if Trixie was genuinely wanting to learn about friendship or if perhaps she knew about Starlight's power and wanted to corrupt her, making her a threat once more.

No Longer a Secret

The following morning arrived and Starlight and Trixie woke up in a tight embrace. They gazed into one another's eyes and began to kiss passionately. While both of them wished that they could spend all day in bed, they knew that Twilight would likely be arriving home that day. Starlight broke the kiss and asked, "Well sweetie, think we better get up?"

Trixie replied, "Yes honey, we should."

As they broke their embrace they noticed that they were covered with one another's juices. Starlight blushed, "Wow Trixie, I know we got really hot and heavy last night, but I didn't realize that we got that hot and heavy!"

Trixie giggled, "We did and I loved it. Think we should go down and have some breakfast?"

Starlight replied, "That sounds good but I think we better wash up first. I don't think we want to be down eating like this if Twilight were to come home."

Trixie stuck her lip out and sighed, "Oh, but it would be so much fun to eat like this. It would make me feel like we are truly bonded as one."

While Starlight could understand Trixie's point, she really didn't think they should just go down covered the way they were. While she wouldn't admit it, the thoughts of doing that kind of grossed her out. She replied, "Trixie, you know I love you and I know you would find us walking around covered in the other's juices as bonding, I think we better wash up." She groped Trixie and continued, "Besides, think of the fun we can have washing each other!"

Trixie gave her a weak smile as they headed to wash up. Once they got downstairs the castle chef took their order for breakfast and they sat down. Rather than sitting where they normally would, they scooted their chairs right next to one another and wrapped their tails together. While they were waiting for their meals they began to talk about the future, "Starlight, I know that we just became marefriends last night, but I already feel like we've been together for much longer. Where do we go from here?"

Starlight replied, "Well given the situation we are in, we'll just have to take things slowly. Twilight isn't gone all that often and I highly doubt she will be very happy if we suddenly act like were wildly and madly in love as soon as she gets home. I would say we pretend to grow closer over time even though our love is already infinite."

Trixie asked, "What if we were to slip around her? What if we just couldn't stand to not hug, kiss and grope and we did it around her?"

Starlight could tell what was running through Trixie's mind and she knew that the results of it would lead to disaster. She sighed, "Trixie, it wasn't just that long ago that she finally started to trust me and I'm still not sure if she completely trusts you yet or not. So please, just drop it for now."

Trixie sighed, "Oh alright."

While they were eating Twilight got home and saw them sitting close together. She asked, "Why are you two sitting so close together?" She then saw their tails wrapped together and gasped, "And why are your tails wrapped together?"

Starlight replied, "Uh..."

Twilight snapped, "Let me guess, while I was gone yesterday something happened and suddenly you two are marefriends?"

Trixie giggled, "Yes, Starlight and I are marefriends now. We had a long talk last night and discovered that we are much more than friends, we discovered that we love one another."

Starlight asked, "Is it a bad thing that we discovered our feelings for one another?"

Twilight sighed, "Well I guess not but it is going to make things really awkward around here. One thing I do know is that you won't be able to help each other in friendship studies because of this." She glared at them and asked, "Oh and speaking of friendship studies, how did Trixie do yesterday?"

Starlight replied, "Well she tried to talk to a couple ponies but they just pushed her away, mocked her about the Alicorn Amulet and went on about their business."

Twilight grunted, "Well I guess the ponies here aren't going to be as quick to warm to Trixie as they did you Starlight."

Trixie asked, "Do you think they'll ever want to be friends with me? Do you think they'll ever be able to see past what I did?"

Twilight replied, "Yeah, probably." She looked towards the staircase and said, "Look, Celestia and I stayed up very late last night going over things and I'm tired. Why don't you two just go to the library and do some research. I need to get some sleep."

As Twilight headed up to get some rest Starlight and Trixie headed to the library with huge smiles on their faces. Trixie gave Starlight a deep, passionate kiss and said, "Well I guess things didn't turn out that bad after all." She groped Starlight's flank and giggled, "What shall we study?"

Starlight replied, "Hmmm....I'm not sure. I think it probably better be something scientific because I know she will likely ask what we studied once she gets up."

Trixie whined, "So we can't study the Kamasutra?"

Starlight replied, "No. I don't think Twilight even has that book and besides, we don't need a book to show us sex positions. We can just be creative and make our own."

Trixie began to look through some of Twilight's astronomy books and sighed, "Well I guess we better find something boring to study since Twilight won't just let us do something marefriends should do."

Starlight replied, "Oh give it time. Since we are marefriends now, maybe she'll give us a day a week to devote to just each other, especially once she sees how much we truly mean to one another. She likes to stick to a tight schedule but she might figure that we'll do better if we have time just for us."

Trixie sighed, "Oh I guess you're right."

Starlight licked her horn and replied, "Oh I know I'm right!"

After that they began to dig through Twilight's astronomy books in the event that she was to wake up early and check on them. While Trixie wasn't overly interested, astronomy was one thing that Starlight really enjoyed. She knew that she could easily get Twilight into letting them go out stargazing, although Starlight's idea of stargazing with Trixie definitely would not be Twilight approved.

Planting the Seeds of Doubt

Three months had passed since Twilight discovered the love that Starlight and Trixie had for one another and while she pretended to support it, deep down she hated it. She utterly despised it because it was causing both of them to stagnate in their studies as all they could focus on was each other. What made matters worse was that they had became so clingy that it seemed as though they couldn't function without constantly being together.

One day Trixie and Starlight were studying in the library and just like always, they clung to one another. While they were friendship students, they also studied more academic subjects as well, subjects such as astronomy. Trixie sighed, "Ugh, I don't know if I'll ever get this down. It is hard enough remembering the order of all of the planets but to understand how stars work is impossible."

Starlight wrapped herself around Trixie and said, "It's alright Trixie, I'll help you understand." She gave her a deep kiss and continued, "Ok, you know how it mentions hydrogen atoms fusing together creating helium atoms and creating energy to keep the star from collapsing?"

Trixie replied, "Yeah."

Starlight continued, "Just look at it as like our love fusing together and creating our desire to be together stronger so our relationship won't collapse and die."

Trixie kissed her back and giggled, "Ok, that makes much more sense!"

Twilight heard them talking and walked in to find them passionately kissing. Hearing Starlight compare their love to keeping a star alive did more than frustrate her, it angered her and seeing them having a make out session while they should be studying only angered her further. She yelled, "Trixie, I need to speak to you in the throne room, alone."

The two broke their kiss and Trixie asked, "Can't Starlight come too? You know how I'm more at ease with her by my side."

Twilight snapped, "No, she can't. Follow me, this is important."

Trixie hung her head low and followed Twilight. Once Starlight figured that they had reached the throne room, she decided she would go and stand around the corner to listen. She had a feeling that Twilight was up to no good so she did something she had not done in months. She used her magic to fly towards the throne room. As she was doing this she thought, "I forgot how good doing this feels! I almost forgot how wonderful my advanced magic is!"

When she landed right around the corner of the throne room she began to listen to Twilight and Trixie. Twilight began, "Trixie, you know I am not thrilled with you and Starlight being an item but I tolerate it. However, I will not continue to do so if you two keep this up."

Trixie asked, "What do you mean?"

Twilight continued, "This whole kissing when you should be studying, constantly having to be together to simply function, only paying attention to each other when you should be paying attention to me and this constant need for days off so you two can simply immerse yourselves in one another."

Trixie asked, "But Twilight, we love each other. Wouldn't you want a day off every week where you could immerse yourself with the pony you love?"

Twilight replied, "Listen, I've never been in love so I don't know whether I would or not." She leaned forward a bit and continued, "You know what? When I was in Celestia's school there were a couple of mares who were madly in love but they didn't have to cling together at all times simply to function." She raised her voice and continued, "They could function separate from one another which is something that you two obviously can't do."

Trixie began to cry, "But Twilight, when Starlight and I are clinging together I feel like I am whole. When we are apart, I feel empty, I feel lifeless."

Given that they can barely function when they are apart Twilight came to a realization and wanted to find out if her suspicions were true. She asked, "Trixie, I know you two can barely function when you're apart but what do you do at night? What do you do when you are apart? How do you even manage to sleep when you feel empty and lifeless?"

Trixie replied, "Uh, well you see...."

While she did not even come close to admitting what her and Starlight started doing at night, Twilight knew what was going on. She asked, "Are you two sleeping in the same bed? Are you two doing things that you should know I would never allow to happen in my castle?"

Trixie broke down crying, "I'm sorry Twilight. It's just that we love each other and if Starlight isn't holding me close and giving me the love she gives me, I feel empty. When she isn't holding me, I feel like nopony cares about me."

This caused Twilight to blow her stack. She never imagined that they would do such things knowing what could happen. She yelled, "So you two have been being intimate? I ought to kick both of you out right now and in the case of Starlight for everything that she has done, haul her flank to Tartarus."

Trixie interrupted, "But intimacy makes us so happy."

Twilight yelled, "Look, you two should know that I would forbid something like that happening here." Twilight decided that she had to calm down to get Trixie to understand. She also realized that there was a way to possibly end this but she would have to be calm. She asked, "Trixie, can I ask you a question?"

Trixie replied, "Yes, you can."

Twilight started, "Trixie, I know how you were when I first met you. You were arrogant, you boasted all the time but most of all you had an extreme amount of confidence in yourself. Even after Rainbow got that amulet away from you, you still seemed to have self-respect by being remorseful. Now it seems like you can barely function without clinging to Starlight. What happened to the you I used to know? What happened to the Trixie who was certain she could take on the world?"

Trixie replied, "Well, uh...."

Twilight interrupted, "I want to know something Trixie. Is Starlight manipulating you somehow? Is she casting some sort of spell on you that makes you have to cling to her to function?"

Trixie's voice began to break as she asked, "Why do you ask? You see that Starlight is the same way."

Twilight replied, "Have you ever thought that maybe she is just putting on a show?"

Trixie said, "Well no. She truly loves me and I know she would never do that to me."

Twilight began to lecture, "Look Trixie. I know her a whole lot better than you do. I have dealt with the real Starlight Glimmer twice in my life. The true Starlight Glimmer doesn't have room for love in her heart. The real Starlight Glimmer is not sweet and clingy. She is manipulative, she is conniving, she is controlling, she loves having power over others and I have a feeling that she probably gets a great amount of joy by reducing you to being completely dependent on her for your ability to function."

Trixie laid her head on the table and began to cry, "It just feels so good knowing that somepony loves me. Before Starlight came along nopony loved me and now you're saying this may just be a farce?"

Twilight began to stroke her hoof through Trixie's mane and replied, "Yes Trixie, I am pretty sure it is." She lifted Trixie's head up and continued, "Trixie, like I said I know Starlight very well and even after she was reformed, she still liked her personal space and she would never even think of intimacy."

Trixie continued to cry, "What should I do? How do I approach her about this?"

Twilight replied, "I'm not sure right now. I can talk to Celestia and see if she could have Starlight go up there for a couple of days over something very important. If I know Starlight as well as I think I do, she will go not even thinking about being apart from you."

Trixie sniffled, "You really think so?"

Twilight replied, "Yes. If Starlight thinks that spending a weekend with Celestia may help her become more than just my student, I guarantee she'll do it and enjoy every moment of it." She lifted Trixie up and continued, "So, do you want me to do this?"

Trixie asked, "But what about the forbidden things Starlight and I have done? Don't I have to be punished?"

Twilight replied, "Tell you what. If Starlight does this, I won't punish you. I think once you are free of Starlight's mind control, you could become The Great and Powerful Trixie that could take on anything, a Trixie that could even be a mage."

Trixie slipped, "Trixie....oops, I promise you that I can make you proud."

Twilight gave her a hoof bump and said, "Now there's the Trixie I want to see! You better get back to your studies but just act like you have been for now. I don't want Starlight knowing we talked about this."

Trixie asked, "So for now just continue to cling to her and act like I can't function without her?"

Twilight replied, "Yes, now go."

As Starlight listened and heard all of this, a rage began to build up in her, a rage worse than she had when she tried to stop the sonic rainboom. She quickly flew back to the library and resumed the studying she was doing. While she couldn't show it, the wheels were already turning in her head. She was going to find a way to punish Twilight for planting seeds of doubt in Trixie's mind.

Destinies at Stake

While the rest of the day went by normally, the same could not be said for that night. For the first time in weeks, Trixie decided to sleep in her bedroom while Starlight was pacing back and forth in her room. She headed to the bathroom and looked at herself in the mirror. She glared at herself, she scowled at her mane style. She hated that mane style because it made her look weak. The only reason she wore it like that is so that Twilight would think that she had indeed changed. She decided the time for change had come, a change back to a more powerful, confident Starlight. She used her magic to restore her old mane style. She smiled at her reflection and snickered, "Just like old times! Watch out Twibitch, here comes Starlight Glimmer!"

Once Starlight was sure that Trixie and Twilight had both fallen asleep, she self-levitated and began to fly towards the library. While she had thought of various ways to make Twilight pay, she knew of one that would work, time travel. She vowed to herself that once she did this, that nopony would talk her out of preventing Twilight and her friends from meeting.

When she arrived in the library she lit up her horn and headed to a corner that Twilight had locked off from everypony but herself, Starswirl's works. She easily unlocked the door and began to go through the scrolls. Much to Starlight's delight, it didn't take her long to find the scroll that she originally stole and altered from Canterlot. She was reading over it and realized that for it to truly work in her advantage, that everything would have to change, everything from the moment that Twilight failed to hatch that egg, even her own future. She said to herself, "This time, there will be no second chances. Once I stop that rainboom, that map will not exist, she will have an absolutely different future, I will have an absolutely different future and nopony but me will have any memory of anything that happened after her failed attempt to hatch that egg!"

Once Starlight finished altering the spell to how it would work the way she wanted, she decided that rather than going back up to bed that she would wait in the throne room for Twilight. She knew that Twilight got up early and usually headed in there before starting her day and wanted to do this prior to Trixie waking up.

While it seemed like it was forever, morning finally arrived and the light woke Starlight up. She realized that she couldn't be seen at first so she flew up to the ceiling and waited for Twilight to arrive. Right on schedule, around 0645, Twilight headed into the throne room. She heard a voice sneer, "Good Morning Twilight!"

Twilight looked around and said, "Wait a minute, who is that?" She began to giggle, "I could have sworn that was Starlight but she doesn't sneer like that anymore."

Starlight levitated down onto the table and fired her energy into it causing the map to appear. Starlight sneered, "Is that so princess?"

Twilight saw what she did and noticed she had saddlebags on and was wearing her old mane style. She said, "Starlight, this isn't funny. This isn't April Fools' Day."

Starlight sneered, "Well no shit Twilight! Today's no joke, it's the day I punish you for trying to turn Trixie against me." She began to levitate herself and fired a beam first to the scroll and then on the map where Canterlot is. The time portal opened and she began to get sucked in. She decided she wanted to see Twilight's reaction when she altered everything before they would be returned to that exact point, the moment of the failed attempt so she grabbed Twilight and took her with her.

Just like before, they traveled back in time but this time, they did not land in Cloudsdale, they landed in Canterlot Castle, right outside of the exam room on the day of Twilight's entrance exam. Twilight saw this and said, "Wait a minute, this is the day I hatched Spi..."

Starlight put a forcefield on the filly Twilight's horn and interrupted, "No, it's the day you FAILED to hatch Spike!"

Twilight's eyes shrank. "Wait, you can't do this! Don't you remember what happened last time you tried doing this? Don't you remember that horrible desolation we returned to?"

Starlight laughed, "That was with the first alteration. This time, we will return to where we were when you failed! You will vanish and all that will be is the sad little filly in there that will have to go to PUBLIC SCHOOL!"

Twilight replied, "But I'll remember. The map will still be there and once I do get into Celestia's school I'll meet my friends and we will stop this. I won't let you into my school."

Starlight knocked her over and planted her hoof on her, pressing down hard. "Wrong Miss Sparkle, without you, there will be no map, there will be no castle and you won't even have a school. You'll simply become Twilight Sparkle, a unicorn with average power who will likely wind up only being special because your brother will marry Cadence....oops, I mean Chrysalis!"

Twilight yelled, "But without me and my friends, who will stop Nightmare Moon, who will stop Chrysalis, who will stop Discord and who will stop Tirek?"

Starlight laughed, "Oh don't worry about that. When I return to my hometown as a filly, the scroll will come with me as will ALL of the knowledge I have.....AND my cutie mark." She got down in Twilight's face and laughed, "Who knows, when my parents see my abilities, I could very well be the one that gets sent to Canterlot, becomes Celestia's protege and be the one to go with your friends to stop all of Equestria's enemies and become a princess!" She nudged her and continued, "Wouldn't that be ironic? Who knows, maybe you could become MY friendship student!"

Both ponies looked into the exam room as a pony wheeled in a dragon's egg on a cart. They heard an older voice ask, "Well Miss Sparkle?"

Starlight intensified the force field on the filly's horn as Twilight asked, "Starlight, why are you doing this?"

Starlight sneered, "Because I heard what you were saying to Trixie. I heard you planting the seeds of doubt in her mind." She got down in Twilight's face and continued, "Remember last time when I said a cutie mark for a cutie mark? This time it is either I have a future with Trixie or your future is ruined!"

Twilight snapped, "Starlight, this isn't right. Are you really going to just throw away ever meeting Trixie over me trying to get her to see that you two shouldn't cling together. You said you'll remember everything, just think of how not having her in your life will consume you, no matter how powerful and important you become."

Starlight pressed down on her harder and sneered, "At this point it doesn't matter. Knowing you will never become anypony important will more than offset any heartache I could ever have not having Trixie in my life."

Twilight began to cry, "What do I have to do to make you stop this? What do I have to do to get you to release my filly self and hatch Spike?"

Starlight growled, "When we return, you will tell Trixie that we talked and that your suspicions were wrong." She looked in the room and saw the filly Twilight trying to hatch the egg. She continued, "The sonic rainboom happens in thirty seconds. Which will it be, you remaining a princess or a totally different destiny?"

Twilight lowered her head in defeat, "You win Starlight. Again my magic can't stop you so I'll admit I was wrong to Trixie."

Starlight released the hold on filly Twilight and *BOOM,* the sonic rainboom's power took hold hold of filly Twilight and she hatched Spike. The time portal opened up and sucked Starlight and Twilight back to the very moment they left. As they landed on the table the scroll began to get sucked up into the portal but Starlight grabbed a hold of it and put it in her saddlebag. Twilight asked, "Starlight, why did you do that? Why didn't you just let it go like last time?"

Starlight got in her face and growled, "To keep you in check. If you don't do what you promise or if you ever try to stab me in the back like you did with Trixie, I can fix that before you even have a chance to stop me."

Despite being a powerful Alicorn princess, Twilight knew Starlight had more power and realized that while she has a lot more skills in friendship and still has a lot to teach, that she better tread lightly because of Starlight's magical ability. Twilight sighed, "Ok Starlight. I'll admit I was wrong to Trixie today."

Starlight replied, "No, the three of us will have a talk about this." Starlight saw Twilight eying her saddlebag and continued, "And don't even think of trying to take my scroll. I enchanted this spell so I'm the only one who can cast it and I know it by heart. If you take my scroll I'll just write the spell on a different scroll." Starlight looked at the clock and noticed it was close to 0700. She became more cheerful, "Let's go have some breakfast. I'm very hungry and I don't want Trixie to be worried about me."

Starlight headed to the dining hall with her head held high while Twilight followed with her head hung low. She felt almost ashamed that despite being a princess, that she had to walk on eggshells if she didn't want to have her past wiped out and have a new destiny set for her.

Clearing the Air

Starlight and Twilight headed into the dining hall to find Trixie waiting for them. Trixie had a look of concern when she saw the two come in together. She asked, "Starlight, Twilight are you two ok? You're usually not late for breakfast." She then narrowed her focus on Starlight and continued, "Where were you last night? I felt so empty after I came in to sleep with you and you were gone."

Starlight replied, "Trixie, Twilight and I have some things that we need to discuss with you."

Twilight added, "But I think it would be best if it waited until after breakfast. Discussions always go better with a full stomach."

Starlight and Trixie nodded and they sat down to eat. After breakfast they headed into the throne room and Trixie had an unsure look on her face. She had a feeling that it involved their discussion the day before but she was going to find out for sure. She asked, "Twilight, did you two talk about our discussion? Is that why you two came in together?"

Twilight replied, "Not really but Starlight knows about our talk." She nudged Starlight and continued, "Would you care to tell her what happened? Everything that happened?"

Starlight replied, "Sure. Well since Twilight mentioned that I know about your talk I can skip me hiding outside and listening to you. Well naturally I was enraged when I heard what Twilight was telling you so I decided something had to be done. After both of you went to bed I headed down to the library and found a copy of Starswirl's spell that I altered the first time. This time though I altered it to where I very easily could have altered things and let us each set our own destinies from the moment I traveled back to."

Trixie asked, "When was that?"

Starlight replied, "I took us back to the day that Twilight had her entrance exam. I had filly Twilight grasped in my aura and had I not convinced Twilight to tell you that I'm not how she said I was during your discussion, things would have been radically different."

Trixie asked, "How so?"

Starlight continued, "Twilight would have never got her cutie mark, she would have never been accepted into Celestia's school and with the way I altered the spell, only I would have remembered what happened in this lifetime so there would have been no village I oppressed and chances are I likely would have never met either one of you."

Trixie sniffled, "Really, you came that close to erasing our love?"

Starlight sighed, "Well we would have never met and no love would have existed to begin with but enough with my nearly altering everypony's future."

Twilight replied, "I agree." She gave them both a glare and continued, "About your relationship. I'll admit, I'm not exactly thrilled you two have fallen in love and as you know, I am extremely upset that you two would have the audacity to get intimate under my roof."

Starlight replied, "I understand."

Twilight asked, "I want to know something. I know I planted the seeds of doubt in Trixie yesterday but I want you to be honest with not just Trixie, but me. Have you been manipulating Trixie into loving you? Have you manipulated her into needing affection from you just so you can control her? Is all your love and affection for her just for show or is it legit?"

Starlight replied, "I truly love Trixie. Ok, I'll admit that we probably shouldn't have got as hot and heavy as we did, out of respect for you. I'm truly sorry I took advantage of you."

Trixie added, "I'm sorry too Twilight. I hope you won't kick us out."

Twilight was happy to see that Starlight's love was true but she also knew she had to be firm. She asked, "Starlight, Trixie, I have decided to give your relationship my blessing but could you two please not be so clingy, not be obsessed with one another so you can focus on your studies and PLEASE, PLEASE, PLEASE could you sleep in your own beds until that special day comes if you decide to ever get married?"

Starlight replied, "I promise Twilight."

Trixie added, "As do I."

Twilight replied, "Ok, that is good." She looked towards the exit and continued, "Tell you what, why don't you two go spend some time together. After what happened yesterday and especially early this morning, I think I need some personal space and you two need to do some bonding."

Both mares replied, "Thank you Twilight! We'll see you later."

Twilight interrupted, "Oh, and if you two decide you just have to start kissing, groping and doing Celestia knows what else, please go to the forest to do it where nopony will see you."

They had plans to do just that so they blushed. Starlight replied, "Alright Twilight, we'll see you later."

There was one thing Trixie wanted to know before her and Starlight headed to the forest for some fun. She wanted to know about Starlight wearing her mane the way she used to. She asked, "Starlight, why are you wearing your mane like that? It seems like a style that a dictator would use. No offense but it makes me feel uncomfortable."

Starlight enjoyed wearing her mane like she used to but she realized that in every relationship there has to be compromises so she used her magic and fixed it to the style she had it in when she met Trixie. Starlight replied, "Alright Trixie, if you don't like me to wear it that way, I won't. I want you to be happy."

They had gotten into the forest so Trixie pounced on her and began to kiss her passionately. After a while they stopped and Trixie said, "Thank you. I love you Starlight! I love you with all my heart."

Starlight replied, "I love you too Trixie, I can't imagine my life without you."

They decided to continue their journey further into the forest and just talk. They talked about where they expected their friendship studies to lead, they talked about the more cheerful moments of their past but most of all, they talked about their future and realized that someday they will become more than just marefriends.

After they left the castle all Twilight could do was sigh. While she admitted she wasn't thrilled with their relationship, since she had given them her blessing she felt that preventing them from having time just for each other may lead to Starlight using her time travel spell again and that next time Starlight would have absolutely no problems altering everypony's destiny.

Destinies at Stake (Alternate Ending)

While the rest of the day went by normally, the same could not be said for that night. For the first time in weeks, Trixie decided to sleep in her bedroom while Starlight was pacing back and forth in her room. She headed to the bathroom and looked at herself in the mirror. She glared at herself, she scowled at her mane style. She hated that mane style because it made her look weak. The only reason she wore it like that is so that Twilight would think that she had indeed changed. She decided the time for change had come, a change back to a more powerful, confident Starlight. She used her magic to restore her old mane style. She smiled at her reflection and snickered, "Just like old times! Watch out Twibitch, here comes Starlight Glimmer!"

Once Starlight was sure that Trixie and Twilight had both fallen asleep, she self-levitated and began to fly towards the library. While she had thought of various ways to make Twilight pay, she knew of one that would work, time travel. She vowed to herself that once she did this, that nopony would talk her out of preventing Twilight and her friends from meeting.

When she arrived in the library she lit up her horn and headed to a corner that Twilight had locked off from everypony but herself, Starswirl's works. She easily unlocked the door and began to go through the scrolls. Much to Starlight's delight, it didn't take her long to find the scroll that she originally stole and altered from Canterlot. She was reading over it and realized that for it to truly work in her advantage, that everything would have to change, everything from the moment that Twilight failed to hatch that egg, even her own future. She said to herself, "This time, there will be no second chances. Once I stop that rainboom, that map will not exist, she will have an absolutely different future, I will have an absolutely different future and nopony but me will have any memory of anything that happened after her failed attempt to hatch that egg!"

Once Starlight finished altering the spell to how it would work the way she wanted, she decided that rather than going back up to bed that she would wait in the throne room for Twilight. She knew that Twilight got up early and usually headed in there before starting her day and wanted to do this prior to Trixie waking up.

While it seemed like it was forever, morning finally arrived and the light woke Starlight up. She realized that she couldn't be seen at first so she flew up to the ceiling and waited for Twilight to arrive. Right on schedule, around seven, Twilight headed into the throne room. She heard a voice sneer, "Good Morning Twilight!"

Twilight looked around and said, "Wait a minute, who is that?" She began to giggle, "I could have sworn that was Starlight but she doesn't sneer like that anymore."

Starlight levitated down onto the table and fired her energy into it causing the map to appear. Starlight sneered, "Is that so princess?"

Twilight saw what she did and noticed she had saddlebags on and was wearing her old mane style. She said, "Starlight, this isn't funny. This isn't April Fools' Day."

Starlight sneered, "Of course it isn't! Today's no joke, it's the day I punish you for trying to turn Trixie against me." She began to levitate herself and fired a beam first to the scroll and then on the map where Canterlot is. The time portal opened and she began to get sucked in. She decided she wanted to see Twilight's reaction when she altered everything before they would be returned to that exact point, the moment of the failed attempt so she grabbed Twilight and took her with her.

Just like before, they traveled back in time but this time, they did not land in Cloudsdale, they landed in Canterlot Castle, right outside of the exam room on the day of Twilight's entrance exam. Twilight saw this and said, "Wait a minute, this is the day I hatched Spi..."

Starlight put a force-field on the filly Twilight's horn and interrupted, "No, it's the day you FAILED to hatch Spike!"

Twilight's eyes shrank. "Wait, you can't do this! Don't you remember what happened last time you tried doing this? Don't you remember that horrible desolation we returned to?"

Starlight laughed, "That was with the first alteration. This time, we will return to where we were when you failed! You will vanish and all that will be is the sad little filly in there that will have to go to PUBLIC SCHOOL!"

Twilight replied, "But I'll remember. The map will still be there and once I do get into Celestia's school I'll meet my friends and we will stop this. I won't let you into my school."

Starlight knocked her over and planted her hoof on her, pressing down hard. "Wrong Miss Sparkle, without you, there will be no map, there will be no castle and you won't even have a school. You'll simply become Twilight Sparkle, a unicorn with average power who will likely wind up only being special because your brother will marry Cadence....oops, I mean Chrysalis!"

Twilight yelled, "But without me and my friends, who will stop Nightmare Moon, who will stop Chrysalis, who will stop Discord and who will stop Tirek?"

Starlight laughed, "Oh don't worry about that. When I return to my hometown as a filly, the scroll will come with me as will ALL of the knowledge and powers I have.....AND my cutie mark." She got down in Twilight's face and laughed, "Who knows, when my parents see my abilities, I could very well be the one that gets sent to Canterlot, becomes Celestia's protege and be the one to go with your friends to stop all of Equestria's enemies and become a princess!" She nudged her and continued, "Wouldn't that be ironic? Who knows, maybe you could become MY friendship student!"

Both ponies looked into the exam room as a pony wheeled in a dragon's egg on a cart. They heard an older voice ask, "Well Miss Sparkle?"

Starlight intensified the force field on the filly's horn as Twilight asked, "Starlight, why are you doing this?"

Starlight sneered, "Because I heard what you were saying to Trixie. I heard you planting the seeds of doubt in her mind." She got down in Twilight's face and continued, "Remember last time when I said a cutie mark for a cutie mark? This time it is either I have a future with Trixie or your future is ruined!"

Twilight snapped, "Starlight, this isn't right. Are you really going to just throw away ever meeting Trixie over me trying to get her to see that you two shouldn't cling together? You said you'll remember everything, just think of how not having her in your life will consume you, no matter how powerful and important you become."

Starlight pressed down on her harder and sneered, "At this point it doesn't matter. Knowing you will never become anypony important will more than offset any heartache I could ever have by not having Trixie in my life."

Twilight began to cry, "What do I have to do to make you stop this? What do I have to do to get you to release my filly self and hatch Spike?"

Starlight growled, "You know what Twilight Sparkle, there is nothing you can do. You defeated me twice in my life, twice! Well guess what? The third time will be a charm and it will be the victory that prevents me from ever being defeated." She began to laugh manically, "Karma's a bitch, isn't it Twilight?"

This drove Twilight into a fury. She yelled, "Buck you Starlight!" She got out of Starlight's hold and tried to break Starlight's hold on her filly self but it was too late. *BOOM!* The sonic rainboom rocked Canterlot but absolutely no energy shot out of Twilight's horn. Her filly self said to the judges, "I'm so sorry for wasting your time."

As Twilight headed towards her parents the portal opened again, except this time Princess Twilight vanished, leaving only her filly self with an uncertain future. Twilight looked up to her parents and said, "I'm sorry mommy, I'm sorry daddy. I hope you're not mad at me."

Twilight Velvet nuzzled her and replied, "It's ok Twilight, hatching a dragon's egg is not easy and I don't think they should be expecting that out of such a young filly."

Night Light added, "Don't worry Twilight. With as smart as you are I'm sure you'll outshine all your classmates when you start school."

In a different corner of Equestria a devastated filly sat in front of her house. Her only friend had acquired his cutie mark just a couple of days ago and had already been taken to Canterlot. Suddenly a bright light appeared in the sky and a portal opened up, releasing a powerful beam of energy, containing all of the filly's adult self's knowledge and power from where the portal originated. With that energy came the time spell that she, as an adult, had altered.

The scroll landed in front of the filly. She picked it up and began to read it. As she finished reading it she realized she understood it. Suddenly something magical happened, a four pointed star with a white star tilted behind it along with two swirling blue columns appeared on her flank. She got her cutie mark!

Using her magic, the filly flew into her house pointing at her flank yelling, "Mommy, daddy, look!"

Her mother, Primrose and her father, Stone Cutter were stunned when they saw her flying using magic. Primrose gasped, "Starlight honey, are you flying?"

Starlight excitedly replied, "Yes and look, look!"

Stone Cutter saw her flank and said, "It looks like somepony got her cutie mark!"

Starlight squealed, "I did, isn't it awesome? Isn't it amazing?"

Primrose replied, "It is." She then saw that her daughter had a scroll with her. She took it and began to read it. She called to Stone Cutter, "Honey, could you come over and look at this scroll Starlight had with her? I don't know what it is."

He began to read it and knew immediately that it was a time spell. He looked at Starlight and asked, "Starlight sweetie, did you write this?"

Because of the knowledge and power she received when the portal opened, in her mind she did write the spell. She replied, "Yes daddy, I wrote that spell, well parts of it were written by Starswirl the Bearded but I altered it to make it work better!"

While they found her claim kind of far fetched, they realized that cutie marks don't just show up for no reason. They realized that their daughter DID alter the spell. Primrose grabbed Starlight and asked, "Starlight honey, with you rewriting a time spell and being able to fly with only magic, what would you think about going to Canterlot and seeing if you can get into Celestia's school for gifted unicorns?"

Starlight giggled, "Really, you really think I could get into the ruler of all of Equestria's special school?"

Her parents both nodded in unison. Starlight began jumping up and down like the filly she was cheering, "Yes! Yes! Yes! I would love to see if I can get in!"

Primrose replied, "Alright, I'll get in touch with the school, tell them about your abilities and see if you can go there for an entrance exam."

Starlight grabbed her mom and said, "Thank you mommy!" She then giggled, "I wonder if I'll ever meet Trixie!"

Primrose asked, "Starlight honey, who is Trixie?"

Starlight knew she slipped up and had to lie her way out of this. "Oh, she is just a pony that appeared to me in a dream once."

While she couldn't just show an excessive amount of confidence, she knew she'd be able to get in. Given the powers she had, she knew that hatching a dragon's egg would be nothing. She knew that becoming Celestia's protege would be beyond easy. She was certain that she would be the one to gain the friendship of the other Elements of Harmony and could feel it that she would be the one to save Equestria on multiple occasions and become the Princess of Friendship.

A Special Friendship Lesson

Two months had passed and things in Twilight's castle had gone by without incident. Trixie was able to make amends with Twilight, all of her friends and even Spike. What mattered most though was that she was progressing with her friendship studies quite well, especially since Twilight decided Starlight could help her along since they were good friends themselves.

Morning arrived and things seemed perfectly normal for the most part. Twilight and her students were eating breakfast when the princess had an idea. She asked, "Trixie, what would you think about going out and trying to make a friend on your own today?"

Trixie nervously replied, "Seriously? You seriously think Trixie, oops I mean I, can go out into town on my own and make a friend?"

Twilight replied, "Of course I do. Ponies don't heckle you or mock you anymore when you are out and about."

Trixie said, "Well that is because either you or Starlight are accompanying me. I am so worried that if I go out alone, that everypony will treat me like dirt."

Twilight sighed, "Oh alright. I will accompany you one more time but I won't be right up by your side. I will keep you in my field of vision but you will look like you are alone."

She looked at Trixie and continued, "Will that be ok Trixie?"

Trixie replied, "Yeah, it will be ok."

Spike came running into the dining hall carrying a scroll with him. He said, "Twilight, I got a message from Celestia. She says we need to get up to Canterlot at once."

Twilight asked, "What is it about?"

Spike replied, "It just says that she needs us to get up there. Maybe she doesn't want anypony else knowing."

Twilight sighed, "Alright, let's get going."

Trixie had a look of relief on her face knowing that she wouldn't have to go out and do this friendship lesson. Twilight saw this and continued, "Trixie, I see that look on your face. Just because I have to be out of town doesn't mean you'll get out of this lesson."

Trixie asked, "Why? If you won't be here how will I do it."

Twilight cast her gaze at Starlight and asked, "Starlight, what would you think about taking my place in keeping an eye on her?"

Starlight excitedly asked, "You really want me to take your place in helping her?"

Twilight replied, "Yes, I do. You have grown a lot since I first brought you in and you have learned so much. I have full confidence in you."

Starlight couldn't be happier over this. She replied, "Yes, I will gladly take your place in helping her. I promise you that I won't let you down."

Twilight said, "I know you won't." She looked down at Spike and continued, "Hop on Spike. Let's get going, I don't want to keep Celestia waiting."

Spike hopped on her back and they took off towards Canterlot. Starlight and Trixie watched as they vanished from their sight. The fact that Twilight trusted her to take her place in helping Trixie made Starlight very happy. Starlight wasn't the only one that was happy, Trixie was happy as well because she knew that Starlight would likely be more lenient and come to her aid if she needed it.

Not too long after Twilight had left Trixie began to head towards the door. She asked, "Well Starlight, shall we go and do this?"

Starlight rushed in front of Trixie and replied, "No, I have a different plan for you." She groped her flank with her hoof and continued, "Let's just say that with Twilight being gone, we can have that 'special friendship lesson' that I mentioned when you first moved in."

Trixie's eyes lit up, "Really? You are really going to go against Twilight's orders for this? What if she gets mad and throws us both out?"

Starlight gave her a seductive smile, "Nopony ever said she had to know about this, did they?"

Starlight led Trixie up to her bedroom and shut the door. She pointed at her bed and ordered, "Lay down."

Trixie laid down on her bed and Starlight began, "Hmmm....where shall we start? I see so many things we can do." She crawled up on the bed and continued, "Alright Trixie, I know where I want to start this lesson."

She crawled on top of Trixie and began to kiss her passionately. Both mares began to moan gently but Starlight had much, much more planned for her than just this. She sat up for a moment and ordered, "Spread your legs Trixie, spread them wide."

Trixie spread her legs as wide as she could as Starlight began to kiss her again but it wouldn't be long until she moved on to the next phase of the lesson. She began to grind her marehood up against that of Trixie. Trixie quickly wrapped her legs around Starlight's and began to squeal, "Oh Starlight, this feels so good, oh Starlight, oh Starlight please don't stop! This makes Trixie feel so good!"

Starlight began to grind herself harder and harder against her lover, "Oh Trixie, it feels so good, oh Trixie, oh Trixie!"

Soon both mares were sweating heavily when Starlight stopped grinding. She sat up causing Trixie to whine, "Starlight, why did you stop? Trixie was enjoying that."

Starlight replied, "Because we're just getting started!"

Starlight crawled up on Trixie and sat on her face. She ordered, "Eat me sexy girl!"

Trixie began to suck on Starlight's vagina and Starlight began to bounce up and down, moaning in pleasure, "Oh Trixie, oh Trixie it feels so good, oh Trixie!"

Starlight decided to reciprocate what Trixie was doing so she bent down and began to suck on Trixie, running her tongue deep up in her. Both mares were in pure ecstasy but Starlight wanted to make sure this lasted. Her horn lit up and in her mind she recited,

"While this provides us a lot of fun,
All too often the moment is too soon done.
This moment must last and last,
So this moment won't so soon be a thing of the past."

As she did this her horn lit up and shot energy not just into Trixie, but into herself as well. The energy made both mares squeal in ecstasy and only intensified the wonderful feeling that they were experiencing. For hours and hours they continued their moment until Trixie squealed, "Trixie's gonna cum, Trixie's gonna cum, Trixie's gonna cum!"

Starlight forced her face deeper and deeper into Trixie readying herself for the flood of sweet nectar she would soon get to swallow. Finally Trixie squealed, "STARLIIIIIIIGHT!" Immediately Starlight began to drink the tasty warm fluid yet she had yet to climax. It took her another thirty minutes to finally climax and once this moment was over, they noticed that the sun was setting. The laid there, with their bodies wrapped tightly together when Trixie pulled Starlight closer and said, "Trixie has never experienced anything like this before. It was more than anything Trixie could imagine." She kissed Starlight and continued, "I love you Starlight Glimmer, I truly love you. I want to be with you forever."

Starlight asked, "Wait a minute, did you just speak in the first pony?"

Trixie dreamily replied, "Yes, I did. I love you so much and it just doesn't seem right to talk in the third-pony to you now."

Starlight kissed her and replied, "I love you too Trixie. For so much of my life I have had nothing but resentment, jealousy and hatred for so many ponies. While Twilight may have helped me discover friendship, you have made me discover so much more. That first day we met and went into your trailer, I felt you were something special. Today you have captured my heart, I know what love is now and all my love is for you Trixie and I want to be with you forever."

Trixie blushed, "I guess we both feel the same way."

Starlight asked, "Trixie, can I ask you a question?"

Trixie replied, "Yes, you can."

Starlight asked, "Now that we have both expressed our love for one another and know how truly deep it is, would you be my marefriend?"

Trixie grabbed Starlight and squealed, "Yes, yes I will be your marefriend! Oh I love you so much Starlight!"

Starlight crawled on top of her and replied, "I love you too Trixie."

Since Twilight had yet to get home they figured that Twilight would likely not get home until the following day so they decided to continue that 'special friendship lesson' well into the night. While they knew it would be tough, they knew that they would have to hide their relationship from Twilight until the time was right.