Her Faithful Students

Carousel Boutique

The front door of the boutique opened up and the bell above the door rung and from the supply room a posh and elegant voice sang out her usual motto as usual when somepony entered her humble little shop to look for a dress or have tea and gossip.

"Good afternoon and welcome to Carousel Boutique where everything is-Oh Sunset darling!  To what do I owe the pleasure?" Chimed Rarity as she stuck her head out of the supply room to see her good friend Sunset Shimmer enter her establishment/home.

"Hi Rarity, you’re not busy are you?" Sunset asked trotting into the supply room where Rarity looked to be taking her inventory using her magic to close the door behind her remembering that Rarity was very touchy about that just like she was in the humane world.

"Oh not really dear, just putting away a couple fabrics I was working with and I was going to get to making some tea and maybe doing a couple sketches for my new summer line, the summer sun celebration is coming up soon you know...can you believe it's been almost 10 years since Twilight moved to town? It's to be quite the day I'm sure." Rarity said in her usual kind but elegant and almost regal tone, typical for a mare of Canterlot but Rarity was a humble small town mare with an ever expanding business and was the go to mare in ponyville for advice about what Sunset had come here for.

"Yeah...I know; that's um...kinda why I came by Rarity I need...need some advice...mare to mare-" Sunset's cheeks took on a blush and this instantly got Rarity's attention as she put a hoof to Sunset's muzzle to silence her.

"Shhhh ah bup, bup! Say not another word darling; come, come we can discuss this over tea and cookies!" Rarity giggled as she trotted into her kitchen and prepared some boiling water while also looking for a good brand of tea. "Lavender Jasmine yes dear?" She asked knowing Sunset's favorite brew of tea was a very rare and exotic mixture but one that Rarity was lucky enough to know where to find. She always kept the best tea in her home especially for when she had company over who enjoyed tea like Sunset Twilight or even the princesses from time to time.

"Yes please, thank you..." Sunset said acting very Fluttershy-ish and Rarity was trying her hardest to figure out what was going on and she could tell by the quizzical scrunch and the contorts of her face as she thought and tried to process what Sunset wanted to talk to her about until finally Sunset spilled.

"Oh buck this-" Sunset face-hoofed

"Language darling!" Rarity chastised

"I'm sorry but to Tartarus with it...Rares I need-" She gulped and her blush deepened and she squeezed her eyes shut and muttered "-romance advice..." She said just above a whisper.

"What was that dear?" Rarity perked up her ears

"Romantic advice..." She said only a bit louder and looked to be trying to vanish behind her hair to hide her blush.

"Darling you have to speak up your acting like Fluttershy-"

"I NEED ROMANTIC ADVICE RARITY!!" Sunset snapped and saw Rarity flinch and she instantly caught herself and sighed. "I'm sorry, I'm sorry it's just...this is so...I just-" Sunset stammered trying to find her words.

The gears began turning in Rarity's mind and tried to piece together who Sunset may have had romantic feelings for so much so to where she would come to her for advice. Mulling it over she didn't take Sunset Shimmer for the type of mare to be shy about asking out another pony and she recently discovered that Sunset was into mares after a night of partying at Pinkie's where she and Twilight got a bit too tipsy and-It was in that moment that Rarity understood and her smile was a mixture of knowing and teasing mirth and yet she was surprisingly calm in her own giddiness at what she just discovered.

"Let me guess...it's about the princess isn't it?" Rarity asked with a chuckle as kept her eyes locked on an obviously nervous Sunset Shimmer.

"Maybe..." Sunset turned up her nose indignantly

"Hm maybe indeed...now I don't suppose that it's a princess with a purple coat and a star on her flank with a love for books and happens to be the same mare you first called friend...would it darling?" Rarity asked knowing the answer

'Damn she's good!' Sunset thought as her blush continued and she gave a slow nod and a weak and shy "Mm-hm..." She sounded like Pinkie’s sister Marble and looked twice as bashful.

"Oh I knew it! Ha-ha suck it Cadence! Rarity's filly-foolery radar is never wrong!" Rarity hoof-pumped.

"I still can't believe you and Cadence debate on who is better at finding ponies love..." Sunset rolled her eyes "I mean she's the princess of love for Faust sake Rare" Sunset deadpanned.

"Nothing wrong with a little friendly competition darling and besides she was CERTAIN that Twilight would end up with that Flash Sentry fellow in her royal guard, however now with your emotions brought to light and that little 'incident' during Pinkie's birthday bash last month..." Rarity giggled and a smirk

"We only made out for like a minute and we were drunk! She thought I was-"

"Celestia yes I know darling everyone knows Twilight had a fillyhood crush on Celestia…lots of ponies did-"

"Argh I feel like such a bucking flank-head!" Sunset shouted.

"Sunset!" Rarity chastised

"I'm sorry I'm just so...so...PEEVED! I have a crush on Twilight but no matter what I do I can't approach her without feeling like I'm making a total foal of myself! This shouldn't be happening to me Rarity! I should be able to just trot up, tell her how I feel, smooch her and take her to bed but I can't!! What am I gonna do-o-o-o-o-o!!!!" Sunset’s whining sounded a lot like Rarity when she would whine.

"Huh...so that's how I sound to ponies when I'm whining and panicking? Wow, I can see why those horrid diamond dogs were so irritated..." Rarity deadpanned with a roll of her eyes.

"Rarity!!" Sunset snapped.

"Hehehe I'm sorry darling but I think you're over-complicating it..." Rarity said aloofly.

"How? I'm her student Rarity...Her...Student! I-I shouldn't have these feelings for her but I do! I’ve had them ever since the end of the fall formal in one way or another and they got stronger after the battle of the bands and the friendship games and it's driving me crazy inside and I don't know what to do! And even if I did she's a princess and I'm just-Me..." Sunset hung her head and sighed in frustration and exhaustion at speaking so loud and fast, how does Pinkie do that all the time?

"Darling you are a WONDERFUL mare, any other mare would be lucky to have you-"

"But Twilight isn't just some other mare to me Rarity..." Sunset said in a whisper as she turned away to hide her blush again.

"Oh my…You don't just have a crush on her...do you?" Rarity got the underline meaning, this was no mere crush.

"N-No...I-" Sunset started to say until she was cut off by the whistle of the tea kettle.

"Tea is ready!" Rarity said already knowing the kind of conversation she'd need to have with Sunset.

Sunset knew that Rarity was the only pony she could come to with this and she knew if any pony could tell her or help her woo princess twilight it was Rarity, after all she knew Twilight fairly well and her romantic advice was admittedly second to none. She knew everything about magic and was still proudly studying the magic of friendship but Sunset also wanted to feel the magic of love and she felt no pony could give her that love the way princess twilight had. Even now after an entire month, Sunset could still feel the lingering sweet and velvety taste of the princesses lips on her own, drunk or not she had enjoyed every moment of that little incident and the more she thought it over the more her affection for the princess grew.

As Rarity levitated the pot of tea over to a table she sat down with Sunset on a set of pillows and poured them each a cup and then levitated a scroll out of the kitchen and placed it on the table and using her magic it lit up and unfurled and magically a plate of chocolate chip cookies appeared.

"You know me so well..." Sunset said with a smile

"Hehehe they're Twilight's favorite too-" Rarity gave a playful wink

"I know-" Sunset blushed again.

"Now darling tell me, why is it you just can't get Twilight alone and have a chat with her much like you are now with me? I'm sure Twilight would want to give you a chance-"

"That's just it! I try to get time for us to spend alone together but we're always busy with our friendship lessons and while I love them all...'She's' always there in the way whenever I try and approach Twilight about it-" Sunset said in slight bitterness and pouted her lips.

"Ahhhhh I see...so that's what’s going on here? Hahahahaha! Oh Rarity you naive foolish mare how did you not see it!" Rarity giggled and then full on laughed after taking a sip of her tea.

"Say what?" Sunset asked

"It would appeared that the two students wish to equally woo their teacher..." Rarity said in a teasing tone

"R-Rarity! That's not-" Sunset sputtered

"Oh but I think it is darling; Starlight may not have known Twilight as long as you have but believe me when I say she too has her own special feelings for our dear princess however Twilight is well for lack of a better word irritatingly ignorant to it...she's a very um...heheh ditzy mare when it comes to the facets of romance-"

"Yeah no kidding-" Sunset sighed and shook her head. "I don't want to have to 'compete' with my friend for the love of our teacher Rarity that sounds so...juvenile; we're both grown mares we should be able to-"

"Love makes us do crazy and juvenile things darling that's a fact...you don't have to be at each other’s throats or anything...just try your hardest to woo Twilight with what you know of her...just follow your heart darling, Twilight has always followed hers and its lead her to good fortune...you should too...and should Starlight stand in your way well...?" Rarity chuckled and took another sip of her tea. "If you want Twilight as bad as you say then think of it this way...what’s a star to the sun?" Rarity said almost ominously with a teasing grin.

Sunset mulled her words over and her mane fell down over her left eye a bit as she thought. Rarity was right, she was Sunset Shimmer, a beautiful, confident, powerful, intelligent, kind caring and affectionate mare with her own quirks hobbies turn on's and turn offs and she had always been one to take what she wanted and pursue whatever she wanted with zero restraint but that at one time lead to her becoming a raging she demon and it was princess Twilight her reached out her hand to her and brought her back from the darkness.

She owed everything she had now to the princess, her new life, her new friends, her old friends back in the human world who continued to write her every single day, a well-paying job and a spot as the personal student to the princess of friendship as well as being one of the now seven elements of harmony. She could conquer any magical challenge thrown at her and now she sought to conquer this one too.

With a new swell of confidence in her chest Sunset smirked and flipped her mane to look at Rarity. She already had a plan formulating in her brain, come the end of the summer sun celebration Twilight would be hers.

"You know what? You're right Rarity! And I think I know just what to do-I'm gonna need a dress and for you to make me an appointment at the spa tomorrow, tell Aloe and Lotus I'm looking to get the princess treatment...tell them the price isn't a problem..." Sunset said sipping down the rest of her tea and taking a few cookies to go in her magic and she headed for the door.

"Off to see Twilight then?"

"Yep, it's about time for our lesson for the day anyway and she doesn't like us being tardy." Sunset chuckled remembering the princess ramble on about being tardy.

"Hahaha yes wouldn't want another want it need it incident now do we?"

"Right? Heheh thanks for the advice Rarity, it really helped a lot..." Sunset said as she left Carousel Boutique.

"Good luck darling!" Rarity chimed and giggled going over to her work bench and pulling out a score card that read off different ponies names, hers and applejacks among the ones crossed out and she then drew a circle around sunset twilight and starlight and a question mark next to Trixie since she originally thought that Starlight and Trixie would get together at first.

"This is going to be one interesting summer sun celebration don't you think Opal?"

The grumpy cat meowed in response and rolled its eyes.

[Canterlot Castle, The Midnight Wing- Luna's personal study-3 hours prior]

"You're highness, your visitors are here." Said the batpony known as Nightshade

"Very good Nightshade, send them in and have the night guard keep close watch...we are not to be disturbed."

"Yes mistress" The bat pony mare gave a salute to her princess of the night and let in the two visitors that came to see her.

"Good afternoon princess Luna, so good to see you again." Said Starlight Glimmer with a happy smile and a formal bow to the princess.

"And tis good to see you as well Starlight Glimmer...and who is your friend?"

"Pr-Prin-Prin..." Trixie stammered over her words as she beheld Princess Luna in all her glory.

"This is the magician mare I told you about princess; the one who is going to be headlining your homecoming party the evening of the summer sun celebration...Princess Luna meet my best friend...ahem...The Great and Powerful-" She began to say

"TRIXIE IS YOUR BIGGEST FAN!" Trixie snapped in a complete fan-mare moment and then bowed before the princess of the night. "I-I'm sorry your highness that was out of line, Trixie didn’t mean to be so-"

"Ahahaha fret not young mare tis alright, I am quite pleased that such a young and beautiful mare is so taken with me, many pony's still fear us-um me....and-"

"Ingrates all of them! You’re the most beautiful and gracious mare in all of Equestria! Your nights are simply divine! It's one of the reasons I've always played my shows at night...Oh um how rude of me to not fully introduce myself…ahem…I am The Great and Powerful Trixie Lulamoon; it’s truly an honor to meet you your majesty"

"Tis a great pleasure to meet you as well dear Trixie. And you just moved to Ponyville officially yes?"

"Yes I have princess...since the town has expanding and Trixie was lucky enough to afford a home thanks to Princess Twilight. I’ve been given permission to preform her magic shows in town as a way to bring in tourists and such."

"I see; I would love to come by your shop some time and-"

"Oh ha-ha Trixie does not have a shop, she operates out of her wagon..."

Luna was aghast that such a talented mare wouldn’t have her own magic shop "Whaaaat? Why that simply will not do-" Luna said going through her files for a moment. No this simply wouldn’t do at all, the mare who was the headline her party with magic should own her very own magical shop, Luna would rectify this mistake post haste.

"What do you mean princess-?"

"I shall commission for you to have your own magic shop in Ponyville; a gift to my biggest fan, it will have to wait until the eve of the celebration though I can assure you Trixie you shall be able to spread your own brand of magic all across Ponyville and Equestria...will you do this for me?" Luna asked with a smile

"Y-Yes of course I will your highness!" Trixie squeed in excitement. “You have no idea how much this means to Trixie!”

"Excellent, in fact if you would like to further expand your magic I have a few tomes here in my study should you like to-"

"M-May I?!"

"You may-"

Trixie squealed happily and dashed over to the many magical tomes and began to read. Meanwhile Luna and Starlight Glimmer sat in the other side of the room to speak privately.

"And now what of you Miss.Glimmer? What brings you here?" Luna asked raising a quizzical brow.

"To um...ask for some advice...about-" Starlight blushed and stammered over her words.

‘C’mon quit being such a foal and ask her, how hard can it be to ask about advice on your totally obvious but not obvious to the mare it matters to crush on the princess of-‘Starlight began to think until she was interrupted.

"Twilight Sparkle-thou is smitten with her aren't you?" Luna said using her magic to speak to Starlight telepathically and instantly Starlight caught on and used her magic in the same way.

'Yes! Very smitten! Like...incredibly smitten! So smitten that I have no idea what to do!' Starlight whined.

'I see...why come to me though? Wouldn't my sister be a better pony to speak with about this matter? Or perhaps your friend Rarity or even Cadence?'

'Yeah but well Celestia is busy with getting ready for the celebration and Cadence won't be here until tomorrow and Rarity already knows how I feel but I felt maybe asking another alicorn and a princess might be a better way and since I was already coming here with Trixie I figured why not ask...but just how did you know I was-'

'It is not uncommon for the villain to fall in love with the hero that saved them from the darkness Starlight Glimmer and Twilight Sparkle is a very desirable mare...so why not pursue her?'

'Because I don't know the first thing about love or how to approach Twilight about it...and I can never really get her alone with Sunset always there-'

Luna noticed the visible pout on the mares face when she mentioned Sunset Shimmer

'Ah yes, her other pupil...the first...You two are friends correct?'

'Of course, best friends...but sometimes I feel like she's trying to-'

'Steal your princess?' Luna asked with a knowing if not teasing smirk

'Are you reading my mind as well as speaking through it?' Starlight starred pursing her lips.

'Heheh old habits die hard...there isn't much advice I can give Starlight but I can say this...if you feel you are precious enough to Twilight to be the one to sweep her off her hooves then nothing will stand in your way...not even the sun' Luna chuckled

Starlight mulled that over. The princess was right! She was Starlight Glimmer, a powerful, intelligent, passionate & driven mare who sought to right her wrongs by giving back to Equestria and more and she did that with the help of her friendship lessons she'd learned from Twilight and alongside her  'classmate' Sunset Shimmer whom she had a very good friendship with which was much like her friendship with Trixie only that they were competitive with each other because Sunset was undeniably stronger than Trixie and Starlight was too and so they'd always test each other in different ways. However the one test Starlight was eager to pass was the entrance exam to Twilight's heart and she sought to find the answers no matter what. Starlight grinned and chuckled knowing what she needed to do in a sense, it’d been awhile since she’d had to scheme or make plans but now she’d use her skills for much less sinister things, was she technically trying to outdo one of her best friends and classmate to win her teachers affections? Yes, was it petty if not juvenile? Yes. But as the saying goes…Love makes us do crazy things.

"You know what? You're right princess...thank you...we should get going Twilight needs me back at the castle soon and I have some planning to do; Trixie! C'mon we need to get back to ponyville..." She called to her friend

"B-But...these scrolls and spells..." Trixie said lifting her face from a magic tome she’d picked up.

"You may have them Trixie dear; they are quite old and I’ve all by memorized them all. What you cannot take with you I will have sent to you; now run along my little ponies." Luna playfully shooed the two mares off with a smile and gave a knowing wink at Starlight Glimmer and using her mind speaking spell again she said

‘Good luck Starlight Glimmer, the love of a princess is a rare treasure indeed’

“Thank you so much princess! Trixie promises she will make your homecoming party the most magical night of your immortal life! I’m certain these tomes will teach Trixie so much more!” Trixie squeed in delight as she trotted out of the room after thanking the princess of the night who smiled and blushed a small bit.

As the two mares left the castle and trotted back to the Canterlot Train depot Starlight would begin to mull over her plot to win the heart of Princess Twilight Sparkle. She truly adored Twilight for many reasons, one such reason being that she owed everything in her new life to her. She’d pulled her back from a deep dark place; a place where she felt lonely, abandoned and lost; where she felt no emotion but scorn and distain for other ponies who thought being different was a good thing and that cutie marks were a plague on Equestria.

She’d ruined her insidious plans not just once but twice, the second time being the most significant due to the fact that had Starlight not stopped she very well would’ve doomed all of Equestria to ruin and the upcoming Summer Sun Celebration which was also to be the 10 year anniversary of Twilight’s moving to Ponyville and the uniting of the elements of harmony to vanquish Nightmare Moon would all be erased. Twilight was the first and only pony ever since Sunburst left her as a filly that she truly called friend and ever since then even though it’s been difficult she’d been making more and more friends around Ponyville with Trixie being her best friend and Sunset Shimmer being her other best friend…Trixie was her first real friend she’d made after her reformation and she adored the magician…however Sunset Shimmer? She was something else.

When the fiery maned mare returned to Equestria about a month ago in order to finally reconcile with her former teacher Celestia she’d thought that would be the last she’d see of her however she quickly found out that Sunset had planned to stay in Equestria. Apparently back in the human world she’d made her home for the past 10 years she’d graduated from High School and college and while it pained her deeply to have to leave behind the first friends she ever made after Twilight saved her from her own fall into the darkness; she knew they would be alright and encouraged the girl to go home even as much as they didn’t want her too but recently it would seem they’d all found solace because in their daily letters to Sunset, the Twilight Sparkle of that world revealed that she’d managed to meet the human world version of Sunset and Starlight whom were actually already good friends in that world and were more than happy to be friends with the Rainbooms as they called themselves.

And so now here she was, back in Equestria as a personal student to Princess Twilight Sparkle just like she was. She’ll admit to being a little(a lot) jealous of Sunset at first having heard so much about her from her turning into a raging she-demon to her turning into a shining angel that saved an entire dimension…she even heard the mare(or rather girl at the time) had become an element of harmony; something even Celestia thought impossible. To that end Starlight at first had been very competitive with Sunset and that lead to a bit of tension at first but after opening up to the mare and having her open up as well they came to understand they were both there for the same reason, to learn about the magic of friendship under the shining example of friendship itself and that’s all that mattered.

However to Starlight Glimmer it was about more than that. She wanted so much more than to just be Twilight’s student or her friend. While she herself was a shut in as a filly she did know about crushes and ponies falling in love but always found the notion ridiculous and a waste of time. However after she met Twilight she began to develop feelings for the princess, at first they were purely plutonic feelings as any friend would have for another friend but the more time Starlight spent with the pony princess, the more time she spent long hours studying with her, go on fieldtrips using the cutie map, practice her magic or even just goof around…she’d come to appreciate Twilight for the quirky, caring and downright adorkable mare she was…not to mention beautiful with a flank you could bounce bits off of.

Starlight blushed at that little thought, it was so embarrassing sometimes, having such a deep crush on another pony…and another mare of all things! But in retrospect back when she was an equality nut back in her village she’d always said that relationship of the romantic nature were pointless because it could never truly be equal because one would usually have the be the more dominant or some nonsense like that…looking back on her old way of thinking she really wonders how nopony ever kicked her upside the head…but then she remembered she brainwashed them all.

Lost in her thoughts she and Trixie arrived at the depot much quicker than she expected and it wasn’t until Trixie finally ripped her nose from her book and said something did Starlight stop.

“Starly? Are you listening to Trixie?”

“H-Huh? Whuh?”

“I said after your friendship lessons with Twilight and Sunset would you like to help Trixie practice some of her magic for the party next week? Trixie wants to make sure all of her skills are up to snuff when the princess arrives.”

“O-Oh! Of course Trix! You know I’m your go to great and powerful assistant.” Starlight said with a kind smile and small blush at how lost in her thoughts she’d just been.

“Hehe thinking about Twilight huh?” Trixie said with a knowing smile as they made their way through the depot to head to the unicorn teleportation stations that were just built. Handy devices for ponies who needed to fast travel. It was commissioned by Twilight Sparkle and was a combined effort idea between herself and Sunset Shimmer whom along with Twilight were master teleporters. They were three genius mares living under one crystal roof, it was common in the time since Sunset moved in for them to tinker and come up with new scientific advancements to help better Equestria. Sunset had many wonderful ideas based on things she’d seen in the human world so that helped greatly.

Hearing Trixie mention Twilight in that context deepened Starlight blush and she stammered and wondered if she was really making it that obvious.

“W-What? I mean I-“

“Heheh oh relax Starly I’ve known for a bit now that you’ve had a crush on her it’s fine, can’t say I blame you, she’s a very cute princess…” Trixie said with a smile. “Not to mention I maaaay have tuned into yours and Luna’s conversation…”

“Trix!” Starlight said aghast and the mare giggled and bumped Starlight on the flank with her own.

“Oh calm down Glims you know Trixie means no harm…in fact; she wants to help you!” Trixie beamed.

“R-Really?! You’d do that for me Trix?” She was so thankful to have a best friend like Trixie

“Anything for my bestie…We can totally talk over some plans at my place tonight when your lessons are finished, your free tonight right? Trixie asked as she and Starlight got to the teleport zone labeled Northern Equestria (Ponyville, Cloudsdale, Manehatten & Fillydelphia.)

“Yep, today we’re just doing some review on the assignment she gave us last week and then she said she had something special planned.” Starlight said as she paid her bits to the worker unicorn who stood at the teleport station and Trixie did the same.

“Ooooh nice, well do what you have to do and meet Trixie at her house around 6 ok?” Trixie said standing on the teleport pad. Selecting Ponyville as her destination and using her magic to enter the exact location in Ponyville she wished to end up which was her home which wasn’t too far from the castle of friendship she’d power up the device with her magic and a portal would open up much like the portal Sunset would use to go to the human world, the image of her home reflected on the mirrors watery like surface.

“Got it, thanks again Trix, see you tonight” Starlight said selecting Ponyville as well but her exact location was the castle of friendship’s front steps. Stepping through the portal she’d vanish in a flash of light and would be flung through a swirling vortex of colors and upon exiting was plopped right out in front of the castle of friendship, luckily this time not on her haunches like the first time they tested the new machines and it flung her into the castle door flank first.

Entering the castle she’d trot through the halls and wondered where Twilight was and guessed she was either in the library or her personal study. She then got to thinking where Sunset could be, usually she was around the castle doing something like reading a book, talking power ponies with spike, or writing to her friends in the human world, but she wasn’t around as far as she herself could tell which gave her ample time to think out and plan what she’d do to break her way into the heart of princess Twilight.