Member when you read this chapter? Oooh yeah I member!
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'Member?

Member when you read this chapter? Oooh yeah I member!

"Twilight, is something wrong?"

Twilight Sparkle groaned from her seat. Her head rested motionlessly on the wooden picnic table, forelegs wrapped around it securely. She hated to be rude to Fluttershy, but she was exhausted from the day's events and facing the world right now didn't seem worth it.

"Because, um, everypony else is enjoying the Fall Festival, and it's not like you to keep to yourself like this..."

Twilight lifted her head from its protective foreleg-cocoon with herculean effort. She squinted into the light, bringing the pink blur in front of her into focus. Fluttershy smiled sympathetically from behind the frame of her pink hair. It had been a difficult few days for everypony.

A gust of wind blew Fluttershy and Twilight's manes askew as two flying pigs zoomed past the festival feast. Night Glider and Party Favor rushed by a second later, cheering on Discord and Trixie's impromptu race.

Maybe not everypony.

"Sorry Fluttershy," Twilight sighed, glancing over to the main table where her friends ate and laughed with the other Princesses and the ponies from Starlight Glimmer's old town. "I'm just so exhausted. I'm barely keeping up with my Princess duties, Starlight's friendship lessons, and spending time with you and the others, but Chrysalis's sneak attack? It's just too much..." She hung her head, eyes downcast.

Fluttershy put a reassuring hoof on her withers. "It's okay Twilight. We all know you've been working very hard to spread friendship to Griffonstone and Yakyakistan. I can't imagine how tiring it must be to be a Princess and a teacher at the same time!"

Twilight felt her spirits lift at the reassuring touch of her friend. She offered Fluttershy a weak smile. "It's not so bad. I get to see faraway lands and kingdoms, entire cultures I would have only read about in books! And I'm doing so much more to help Equestria than I ever could have from a library! I, well... sometimes I miss the old days. When it was just us spending time together in Ponyville? Now I'm barely there and Rainbow's a Wonderbolt and Rarity's running a franchise... when's the last time we all had a spa day, or a picnic with our pets?"

"I understand, I miss those too," Fluttershy nodded. "But look!" She pointed to the next table over, where Rainbow Dash was boisterously describing exactly how she had been just about to escape and take on the Changeling hive herself before Starlight had to show up and ruin everything. "Your friends are here now. And we'd all love to spend time with you."

"I know, I know! I, ugh, I just can't face them right now!" Twilight cried out, a little louder than she had intended. She felt a twist of guilt as Fluttershy drew back for a second, but Shy simply smiled and patted her on the back again. Her friend had toughened up over the years. The Fluttershy she first met that fateful day she arrived in Ponyville would've disappeared under the table, or hid behind her voluminous mane. "Sorry! Sorry, I didn't mean to yell at you. Everypony's--" she glanced around to make sure nopony was listening in, then lowered her voice to a whisper. "Everypony's carrying on as if nothing happened! We were all kidnapped, and they're all just eating cupcakes and laughing! We could've..."

"Could've what?" Fluttershy asked.

"Could've... y'know..."

"I don't understand."

"Could've..." Twilight ran a wingtip across her neck, then made a gagging noise and rolled her eyes back. She held the pose for a second before letting her tongue roll out of her mouth. "Bleaaghh..."

"Could've made funny faces?"

"No, I mean," Twilight mimed pulling an invisible rope around her neck and holding it above her head. She gargled for a few seconds, then cast a low-level illusion spell to turn her face blue and disguise her eyes as Xs.

"Could've choked on our scarves? Oh, but Twilight, we weren't wearing scarves when the changelings kidnapped us!" Fluttershy paused, thinking about the events of the last few days. "Well, Rarity was, but she wears scarves all the time and I never remember her choking on one!"

"No! Wait, kind of. We could've died, Fluttershy!" Twilight exclaimed in a hushed voice. She flinched as she said it. The D-word was taboo in Equestria. It was 1002, after all. Certian things just weren't said in this day and age. "We could've died and I know that happens a lot but it's really getting to me this time and I just can't pretend everything's fine!"

"Oh!" Fluttershy gasped quietly. "Oh, you poor thing!" Before Twilight could say another word, she felt soft wings envelop her. Fluttershy hugged her tightly as she let out a shuddering sigh. "I should've seen it earlier, it happens to my animals sometimes when they run into Everfree monsters! You're in shock!"

"What? But we've faced evil plenty of times before! Remember Discord!? Or Trixie!?!"

Fluttershy glanced behind her, where both Discord and Trixie, finished with their race, were enjoying an animated discussion and animated cupcakes. Trixie laughed in delight as their food performed a lively tap dance. "Um, I'm not a doctor, Twilight. I can't tell you why it would happen now. But I do know that there's no shame in admitting you're hurting. When we get back to Ponyville, why don't we schedule you an appointment with Doctor Stable?"

"I-I suppose. If he'll even talk to us. Remember when Rainbow broke into the hospital and he had to chase her halfway across town?" She chuckled. Fluttershy nodded, not sure exactly what the incident had to do with anything but happy that her friend was smiling again. "I just wish I felt up to joining the fun without hyperventilating, but I feel like I should sit this one out."

"Oh, well if you need help relaxing, I have something with me that could help." Fluttershy flipped open her saddlebag with a wing and pulled out a small plastic baggie filled with a purple mass. "they're not a cure, but they can help you feel more relaxed for a while."

"Thanks Fluttershy, but I don't really want to take--wait, 'they?'"

"Oh, yes. See?" Fluttershy held up the baggie. Dozens of small purple berries with tiny black eyes and mouths chattered excitedly inside.

"Ooh! Ooh! Member the Sonic Rainboom?"

"Oooh yeah, I member! Hey, member the Grand Galloping Gala?"

"I loved the Grand Galloping Gala! Member Big Mac and Cheerilee?"

"Yeah, yeah! I member Big Mac and Cheerilee!"

"They're Member Berries," Fluttershy explained. "A friend gave them to me. They're filled with antioxidants that help ponies relax by reminding them of things they remember fondly. I, um, keep them for the animals sometimes to help them calm down."

Twilight stared at the Member Berries, unsure of what to say.

"Ooh! Member Starswirl the Bearded?"

"Hey, yeah! I love to member Starswirl!"

"They're..." Twilight paused. "They're adorable!" She wrapped the bag in her aura and pulled one out.

"Member sleepovers? Member Owlowiscious? Member--" The berry stopped its membering as Twilight tossed it into her mouth and gulped it down.

"They're delicious, too!" She exclaimed. "Wow Fluttershy, I feel better already! Thank you!" Twilight brightened up immediately. She hopped up from the table and stretched her wings.

"Um, Twilight? Just be careful with those, they're..." Fluttershy trailed off as Twilight paid no attention to her, already enraptured by the nostalgic fruit. She trotted over to the table where the rest of their friends ate, listening to the berries member things. "...oh, I'm sure she'll be okay. Twilight's really smart, there's no way she'd let this snowball into something awful."

* * * * *

"Ooh! Ooh! Member the Best Young Flyers Competition?"

"Oh man, of course I do! That was great!" Rainbow Dash exclaimed, spraying Member Berry juice on the table as she talked. "I was all like 'zoooooom! nyyyyyyooww!' and Rarity was like 'aieeeeeee! Darlings, help me!' and then I saved everypony, even the Wonderbolts! Wasn't that awesome, Rarity?" Rainbow nudged Rarity with an elbow as she munched on a mouthful of berries.

"Hardly my best moment, darling," Rarity replied with just a trace of annoyance as she levitated a chittering berry into her mouth. "But I do admit your rescue was quite impressive." She chewed it slowly, savoring the taste. It was sweet, with just a hint of something that reminded her of her fillyhood.

"Hey, member the school play? Member getting your Cutie Mark?"

"Oh! Ooh! Do me! Do me next!" Pinkie Pie hopped up and down excitedly on the picnic bench, grinning excitedly at the berries.

"Okay, sure. Umm... Member singing? Member 'Giggle at the Ghostie'?"

"Hee hee, I member! Twilight, these are super-duper-splendiferous! Where'd you get them?"

"Fluttershy gave them to me. Careful, Pinkie, don't eat them all! I only have the one bag."

"Okie-dokie-lokie!" Pinkie nodded to Twilight.

"Shucks, Twi, These things're about the best non-apple food Ah've ever eaten!" Applejack chimed in, inspecting a vine of the berries. "If there's anythin' as good as apples, it's things that like talkin' about apples!"

"Member Zapapple season? Ooh, member cider season?"

"Of course I member! Wow, she's easy isn't she?"

"Course she is! Apples love nostalgia, member?"

"Ooh right, I member! Hey, member Spike?"

"Spike? Not really, who's Spike?"

"Aww..." Spike kicked at the dirt, tossing his clawful of Member Berries over his shoulder.

Fluttershy cleared her throat in a vain attempt to make her voice heard among the group. "Um, actually everypony, I think that we all should--"

"Hey everypony, what's going on?" Starlight Glimmer and Trixie trotted over to the table, looking to join the group as Discord had moved on from his literal dinner theater. The Spirit of Chaos himself had vanished for the time being. A few tables over, Princess Celestia groaned with annoyance as any pastries she tried eating began teleporting away before she could take a bite.

"Hey, Starlight!" Twilight smiled at her student. "We're just enjoying these Member Berries Fluttershy brought! They're great!"

"Wait, Twilight..."

"They look great!" Starlight exclaimed. "Can I try some?"

"I don't see why n--"

"WAIT!" Fluttershy screamed. Seven ponies and a dragon stared at her. "Um, actually I don't think that's such a good idea, Twilight." She spoke quietly.

"Why not? Can't Starlight reminisce about her past with the rest of--ooooh, right." Twilight gave Starlight a sheepish smile. "Maybe it's best if you don't, Starlight. You probably wouldn't like them."

"Why can't I decide for myself?? Twilight, remember when you tried controlling what friends I made? I thought you said you'd trust me to make my own decisions!"

"Ooh, I member!"

"I'm sorry Starlight, please trust me on this, I--"

"Ooh, member Twilight's first student? Member the mirror world?"

Twilight's pupils shrank to pinpricks. She froze, hoping that Starlight had missed the berries' last statement.

"Twilight," Starlight addressed her in an unnaturally calm voice, "did I hear that pontificating piece of produce correctly? You have another personal student?"

"Um, sort of?"

"I see. And when were you going to tell me that I wasn't your only one?"

"It... never came up??"

"So what, you just didn't think it was important enough!?"

"No, that's not it!" Twilight protested. "I swear I was going to but--"

"What's her name?" Starlight glowered at Twilight.

"What?"

"What's. Her. Name?" Starlight jabbed a hoof at her mentor to punctuate each word.

"Member Sunset Shimmer? Member when you saved the other world with her?"

"...Yes, I member." Twilight hung her head in shame.

"Ugh, I can't believe it!" Starlight threw her hooves up in the air. "All this time, I work and I work to show you how I'm a changed pony, I chase after your respect and trust, all so you can go gallivanting off to some other world and mentor with some two-bit hussy! You don't even want me around, DO YOU!? WHAT AM I, A CONSOLATION PRIZE TO YOU!?" Starlight stormed off.

Twilight chased after her. "Starlight, wait! Please, I didn't realize what I was doing! Back when I was Celestia's student, she didn't tell me that she was mentoring Sunset either!"

"OH, WELL EVERYPONY JUST LOOOOVES SUNSET SHIMMER, DON'T THEY!? WELL IF SHE'S SO GREAT, WHY DON'T YOU GIVE HER SOME FRIENDSHIP LESSONS! BECAUSE WE! ARE! THROUGH!"

Trixie grinned as she watched the show. About time somepony... someberry called that holier-than-thou Princess out! She lit her horn, summoning a lawn chair, a pair of novelty sunglasses, and a box of popcorn with a puff of dramatic smoke. (Her newfound friendship with Discord had its advantages.) "The Grrreat and Powerful Trixie likes this new dessert!"

"I member the Great and Powerful Trixie!" A Member Berry piped up from her chair's cupholder.

"Of course you do," Trixie replied. "Everypony members the Great and Powerful Trixie!"

"Cool! Hey, member when you went cray-cray and enslaved Ponyville?"

"...I don't think I like you anymore." Trixie levitated the berry to her mouth, then bit into it as hard as she could. She chewed it for a bit then spat it out, licking the juice from her lips. "You are tasty, though."

The ponies at the picnic table were not faring much better. Their guard lowered by the berries' dual charm of sweetness and nostalgia, they felt as if they were bucked in the gut when the membering suddenly turned sour. A ring of the berries bounced happily around Rainbow Dash, who cowered from them in the fetal position.

"Member when Tank went into hibernation? Member when you almost sold Fluttershy into slavery? Ooh, member when you couldn't do a Sonic Rainboom 'cause you were so scared? Member those singing flowers?"

"Ooh yeah, I member!"

"SOMEPONY MAKE THEM STOOOOP!! Think happy thoughts, Rainbow! Happy thoughts! Clouds! Fan clubs! Tortoises! Fleetfoot and Soarin showering together! FLEETFOOT AND SOARIN SHOWERING TOGETHERRR!!"

Rarity wasn't faring much better as she attempted to swat away a bushel of the excitable berries. "Hey, member that time your mane got mussed up? Or that time your tail got mussed up?"

"Ugh, horrid! I haven't been this wrong about something since I based my entire fall line on the presumption that orange would be the new black!" She blasted a few berries away with her horn. "Fluttershy, I think your berries may be past the expiration date!"

Fluttershy sighed, exasperated. "I tired warning everypony," she muttered to herself. "Sorry Rarity, they're really potent. Ponies aren't supposed to eat them the way you all have been. I tried to warn Twilight before she started sharing them, but um, I guess she got a little overexcited?"

"I know, dear, and in no way do I blame you." Rarity thought for a moment. "Twilight, possibly. But for now, could you help me get rid of these awful things before they bring up fashion trends of the 980s?"

"Oh, member the 980s? I love the 980s!"

"Quickly, please!"

Fluttershy rushed over, grabbing the Member Berries' empty baggie off the picnic table. "Hello there, little berries," she crouched down and spoke to them in the softest, most patient tone she could manage. "I know you want to run around and have fun and bring up ponies' deepest buried insecurities, but don't you think you should hop back in your baggie and get some rest. Don't worry, there'll be plenty of awkward memories to bring up tomorrow!"

"Nah, we don't wanna go back in the bag! Hey, 'member when you took that assertiveness seminar and started beating ponies up?"

"I... try not to think about it too much," Fluttershy said to the berries. Maybe this needed a different approach. "Hey, member when you were all zipped up in the baggie? Wasn't that fun?"

"Ooh, yeah I member! That was great!" The berries started hopping into the storage bag. Fluttershy breathed a sigh of relief.

"Thank you so, so much, darling!" Rarity hugged her friend. "Come now, we should get the rest of these cleaned up!"

"Of course, Rarity. Sorry about all of this, I was only trying to help Twilight."

"You're already forgiven, Fluttershy. Still, we should probably help Pinkie. She doesn't appear to be faring well."

"Member when none of your friends showed up for your party? Member when they all ditched you to hang out with Cheese Sandwich!"

"I member!" A straight-haired, manic Pinkie cried as she bounced erratically. "You guys are funnerific! I can't wait to introduce you to my friend Madame Le Flour!"

"Hmm, are you sure? Sometimes with Pinkie it's hard to tell," Fluttershy watched Pinkie as she rambled disjointedly. After a few seconds, the pink mare pulled a chainsaw and a hockey mask from inside a picnic basket that was far too small to hold both items. That spurred her into action, trotting after Rarity. "Better safe than sorry."

* * * * *

"Fluttershy, I don't even know where to begin," Twilight began for the fiftieth time that hour. "I'm so so sorry! I don't know what I was thinking, eating these nonstop! and you tried to tell me over and over and I didn't listen!" The Sunset festival had long since ended. The Princesses had departed for Canterlot and the Crystal Empire. The townsponies had mostly retreated to their homes, tired after chasing down the purple berries in an endlessly frustrating attempt to coax them back into their bags. Double Diamond and Night Glider still sat with Twilight and her friends, donating their time to act as go-betweens between Twilight and a still-furious Starlight Glimmer. Starlight sat at a table on the far end of the street with Trixie and Discord, a banner reading REFORMED VILLIANS ONLY. NO ALICORNS! hung over their heads.

"Twilight, it's okay, I promise," Fluttershy found herself once again in the position of reassuring her distressed friends. "You were hurting and scared and you made a mistake. I should've explained the berries' side effects before I gave them to you. Nostalgia isn't healthy in heavy doses." Her expression softened. "Are you going to be okay?"

"I think so." Twilight thought. "Starlight still isn't speaking to me."

"I wouldn't worry about it," Night Glider said. "Starlight can get pre-tty jealous sometimes."

"No kidding!" Rainbow remarked. "Hey, remember when she--"

"NO!" Everypony yelled. Rainbow jumped into the air in surprise.

Double Diamond held up a hoof to her. "We're. Not. Doing. That. Anymore. Too much for one day."

"So, yeah I wouldn't--" Night Glider began again, before noticing a single purple berry roll up next to her. "Excuse me for a second."

"Hey, member when you were a black ops pony with Sweetie Dr--" *SQUASH* She ground the berry into the dirt before it could finish its statement. "Like I was saying, she'll cool off. She just needs a couple of days."

"I hope so. I feel terrible about all of this. At least we caught all of the berries and safely bagged them up."

"Er, right. Bagged 'em." Applejack hurriedly shoved two jars of a viscous purple jam towards Spike, who snatched them and quickly hid them behind his back. "On an unrelated note, somepony remind me to talk to Mac when we get home, Ah got a few ideas fer if the Flim-Flam brothers ever give us any trouble again." She shared a quiet nod with Spike before clearing her throat and addressing the group again. "So Shy, where'd these things even come from? Ah've been farming all my life and Ah ain't never seen anything like 'em before, not even in the Everfree Forest!"

"Oh, well a friend gave them to me. I don't take them myself, but they help the animals relax when they're scared."

"A friend? What kinda friend would give ya somethin' like wait it was Discord wasn't it?"

"Um, maybe?"

"I knew it!" Twilight hissed. Everypony looked at her skeptically. "Okay maybe I didn't know it but now that it's been said out loud I should've known it! DISCORD! GET OVER HERE!"

"Your wish is my command, milady!" Double Diamond spoke in Discord's voice. His eyes bugged out in surprise as a mismatched claw-paw set reached out his mouth. The eagle talon grabbed onto the table for leverage, and Discord hauled himself out of Double Diamond's mouth, growing to his usual towering height as he did so. He dusted himself off, then turned to the retching stallion. "Here, I found this in your throat." He tossed a frog to Double Diamond, who was too busy trying not to vomit to notice. "Sounded like you were a little hoarse." He turned to Twilight, now dressed in a butler's outfit. "You rang, Princess?"

"These stupid berries are all your fault! Why'd you even give them to Fluttershy!? I thought we were past this, Discord!"

Discord rolled his eyes. "Yes, you've caught me red-handed, foiled my evil plot to give Fluttershy some mildly chaotic food in the hopes that she'd give it to you and you'd all stuff your faces! Please, if I wanted to I could cause more chaos than this with both hands tied behind my back!" To demonstrate, he snapped a claw and in a flash of light, both his hands were tied behind his back. He then snapped his tail, and twin cheers erupted from the Reformed Villians' table. Starlight Glimmer and Trixie tested out their brand-new wings with a midair hoofbump. "Those two have earned it, don't you think? Certianly moreso than any other alicorn has today."

"Then why do you create these berries then, if not for chaos?"

"Why do you think?" Discord snorted. "They help me remember things. I'm hardly the most organized creature in Equestria. Not that I'd expect you to understand, Princess." He snapped again, now holding a vine of Member Berries. "Observe!" he cried as he plucked one.

"Member where you left your car keys?"

"No, I'm afraid I don't member," Discord replied to the excitable berry.

"Ooh! I member!"

Discord gulped the berry down. "Aha!" he exclaimed, snapping his claw. Everypony flinched, but nothing happened. He then reached into a dimensional pocket in his butler's outfit, digging around for a second. He then withdrew his claw, holding his keys aloft in a victorious gesture. "Success! Now if I could only remember where I left my car..."

"So this entire disaster happened because..."

"Because you ate my prescription medication like it was a bag of hayburgers, yes." Discord admonished Twilight. "I think it's safe to say that we all learned something today." He put one foot up on the picnic table's bench, adopting a sufficiently wise-looking pose for his lecture. "We all like to look back to the past sometimes, for it represents comfort and certainty. I myself often miss when chaos ran wild over Equestria. But we can't spend all our time looking backwards, or we'll never be able to move forwards." He smiled at Fluttershy, who blushed faintly.

Twilight wasn't buying any of it. "You can't expect me to believe that you arranged this entire sequence of events just to teach me a lesson about wanting to go back to old times!"

"Twilight, would I really claim credit for a random series of events just to yank your chain?"

"YES! That is EXACTLY the kind of thing you'd do!" Twilight yelled. "Which would mean you actually did plan this whole thing out and--oh you know what? I don't even care anymore!" She sighed. "At least everypony's okay." Her ears twitched as she heard a splash of vomit behind her. "Everypony except Double Diamond. Fluttershy, you were right about seeing Doctor Stable. Honestly, with friends like him--" she gestured a wing at Discord angrily, "I should've been seeing a therapist a long time ago."

"Um, sure, I can help you set up an appointment when we get home."

"Thank you. And you," Twilight glared daggers at Discord. "Just be happy nopony else got ahold of those berries!"

"Oh please, Twilight. They're just some silly berries that make ponies feel nostalgic. What harm could they possibly do?"

* * * * *

"Sister?" Princess Celestia called as she wandered the halls of Canterlot Castle. When they'd arrived, Luna had claimed she was retiring to her chambers until her duties began that night, but when Celestia checked they had been empty. None of the royal guards had seen her either, causing Celestia to wonder not for the first time what she was paying them for. "Sister, where are you? It's almost time to raise the moon!"

She paused as she trotted by the castle kitchens. DId she hear something just there? Her ears twitched as muffled voices floated under the kitchen door.

"Ooh, member when nopony liked your nighttime? Member how ponies liked your sister way better?"

"Why yes, I DO member! 'Twas a grave injustice!"

"Member what you did about it? Member everlasting night?"

"I member indeed!" The kitchen door suddenly started glowing teal. Celestia leapt back as it blasted off its hinges, shattering a window and fell down to the cliffs of Canter Mount below them. A tall, regal figure stepped out through the smoke, black as the night and wearing a midnight-blue chestplate and helm. "SISTER! SURRENDER YOUR CLAIM TO THE HEAVENS, FOR NIGHTMARE MOON HAS RETURNED!"

Author's Note

I'm not sorry.